Loading...
HomeMy WebLinkAboutResolution 2008-164 first amendment to foothills development agreement with tapestry properties III,, ! ~t MARANA RESOLUTION N0.2008-164 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A FIRST AMENDMENT TO FOOTHILLS DEVELOPMENT AGREEMENT WITH TAPESTRY PROPERTIES III, L.L.C., REGARDING THE FOOTHILLS (TAPESTRY) DEVELOPMENT PROJECT WHEREAS the Mayor and Council find that the terms and conditions of the First Amendment to Foothills Development Agreement with Tapestry Properties III, L.L.C., 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 First Amendment to Foothills Development Agreement between the Town of Marana and Tapestry Properties III, L.L.C., 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 Marana. IT IS 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 COUNCIL, OF THE TOWN OF MARANA, ARIZONA, this 2nd day of December, 2008. ,~~~-- ~.' ~ r Mayor Ed Honea ATTEST: c/~ ~l ~'arJocelyn C. Bronson, Town Clerk +~ APPROVED ASO FORM: -{~ t.: F ank Cassidy, Town Attorne ~~®~~~'r~r®~r, ®` ~F ~ ®s ®,~C~®®®settrt,~~,v®~ i /moo°~C®RPOR4TF y , ~ ~ i ~ ~® ,9®®w®t~eus~®~®''~ ®®! `~~ ei~eaii®®'`~, {00011933.DOC /} 11/25/2008 12:29 PM FJC '^ F. ANN RODI2IGUEZ, RECORDER DOCKET: 13464 ` RECORDED $Y: K_O PAGE: 394 of PI~y, DEPUTY RECORDER '~ .`9 NO . OF PAGES : 2 3 1861 PE-4 v~'~ ~~~~ SEQUENCE : 20082520122 SMARA W ~ y 12/30/2008 TOWN OF MP.RANA fi`t' ~"s AAG 16:28 ATTN: TOWN CLERK "4RIZ01`ZQ' 11555 W CIVIC CENTER DR MAIL MARANA AZ 85653 AMOUNT PAID $ 17.00 __ FIRST AMENDMENT TO FOOTHILLS DEVELOPMENT AGREEMENT TOWN OF MARANA, ARIZONA THIS FIRST AMENDMENT TO FOOTHILLS DEVELOPMENT AGREEMENT (this "First Amend- ment") is made by and between the Town of MAItAIVA, an Arizona municipal corporation (the "Town") and TAPESTRY PROPERTIES III, L.L.C., an Arizona limited liability company (the "De- veloper"). The Town and the Developer are collectively referred to in this First Amendment as the "Parties," any one of which is sometimes individually referred to as a "Party." RECITALS A. The Parties entered into the Foothills Development Agreement on December 5, 2006, and it was recorded in the Pima County Recorder's office on December 6, 2006 at Docket 12945, Page 5263. B. The Parties now desire to amend the Foothills Development Agreement by relocating the Resort/Hotel area ftom the northwestern portion of the Property to the northeastern portion of the Property, to make it more consistent with the terms of the original Foothills Specific Plan and to accommodate the development of a resort hotel with a main roadway entrance from the north end of Thornydale Road about a half mile north of Moore Road. C. This First Amendment is a "Development Agreement" under A.R.S. § 9-500.05. D. The Town and the Developer acknowledge that the development of the Property pur- suant to this First Amendment will result in planning and economic benefits to the Town and its residents. E. The Developer has made, and by this First Amendment will continue to make, a sub- stantial commitment of resources for public and private improvements on the Property. F. This First Amendment is consistent with the portions of the Town's General Plan that apply to the Property. AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth in this First Amendment, the Parties hereby agree as follows: Article 1. Effect on the Foothills Development Agreement. l.l. Definitions. Except as amended or supplemented by this First Amendment, words used in this First Amendment shall have the same meanings as in the Foothills, Development Agreement. The following definitions supplement those found in the Foothills Development Agreement. 1.1.1. The "Affected Neighborhood" means those properties legally described and depicted on Exhibit A attached to and incorporated by this reference in this First Amend- ment. {00008611.DOC/8} FIRSTAMENDMENT To FOOTHILLS DA - 1 - 11/25/200811: 32 AM 1.1.2. The "Affected Neighborhood Access Location" is where the dirt roadway that currently provides physical access to the Affected Neighborhood leaves the Property and en- ters the Old Thornydale Road right-of--way, approximately 1360 feet north of the Round- about. 1.1.3. The "Affected Neighborhood Access Road" is a roadway that connects to the Affected Neighborhood Access Location, providing physical access across the Property to the Affected Neighborhood. The Affected Neighborhood Access Road can be either the Ex- isting Affected Neighborhood Access Road or the New Affected Neighborhood Access Road. 1.1.4. The "Entry Roadway" is an all-weather roadway connecting the Roundabout to the Property as generally depicted on Exhibit B attached to and incorporated by this reference in this First Amendment, to serve as the main entrance to the Resort Site. See paragraph 3.2 of this First Amendment. 1.1.5. The "Estate Lots" are the lots on the Property that fall within paragraph 1.1 of the Foothills Development Agreement. 1.1.6. The "Existing Affected Neighborhood Access Road" is the dirt roadway that currently provides physical access across the Property to the Affected Neighborhood. 1.1.7. The "New Affected Neighborhood Access Road" is a new private roadway, in equal or better condition than the Existing Affected Neighborhood Access Road, to be con- structed by the Developer across the Property from either the Entry Roadway or the other lo- cation indicated on Exhibit C attached to and incorporated by this reference in this First Amendment to the Affected Neighborhood Access Location. See paragraph 3.4 of this First Amendment. 1.1.8. "Old Thornydale Road" is the portion of Thornydale Road described in Para- graph 3.1 of this First Amendment, which follows the section line separating sections 29 and 30, township 11 south, range 13 east, Gila and Salt River base and meridian. 1.1.9. The "Resort Site" is that portion of the Property identified in subpara- graph 2.1.2 of this First Amendment. 1.1.10. The "Roundabout" is the traffic circle at the north end of the currently paved, public portion of Old Thornydale Road, located about ahalf--mile north of Moore Road (at about the mid-section point of the section line separating. sections 29 and 30, township 11 south, range 13 east, Gila and Salt River base and meridian). See paragraph 3.1 of this First Amendment. 1.1.11. "Thornydale Road" as referred to in the Foothills Development Agreement, including the "future Thornydale Road alignment" (paragraph 1.2), "Thornydale Road right- of-way" (paragraphs 2.1 and 4.1), "Thornydale Road Dedication" (paragraph 4.1), "Thorny- dale Road extension" (paragraph 4.1 and 4.2) and "Thornydale Road improvements" (para- graph 4.2 and Article 9), and as referred to in paragraph 3.8 of this First Amendment, means the future public route that will connect existing Thornydale Road on the east and Dove Mountain Boulevard at Heritage Club Boulevard on the west. 1.2. Modification. The provisions of the Foothills Development Agreement shall remain in effect except as specifically modified by the provisions of this First Amendment. ~oooos6lLDOCis} FIRST AMENDMENT TO FOOTHILLS DA - 2 - 11 /2S/200811: 32 AM Article 2. Modification of Land Use Restrictions. 2.1. Resort/Hotel. Commercial/Office and High Density Residential Area. Paragraph 13 of the Foothills Development Agreement is modified as follows: 2.1.1. The 55 acres of Resort/Hotel, Commercial/Office and High Density Residential, Area lying west of the Prospect Wash is reduced to 22.7 acres, and shall extend no closer than 1100 feet from the north boundary of the Property. 2.1.2. Up to 32.3 acres of the Property lying south of the Prospect Wash and within the east 1900 feet of the northeast quarter of section 30, .township 11 south, range 13 east, Gila and Salt River base and meridian (this 32.3 acres is referred to in this First Amendment as the "Resort Site") may be used in a manner consistent with the development standards and design guidelines of the Foothills Specific Plan for "Resort/Hotel" uses (part IILF, beginning on page 37), except that the 25% maximum building coverage (Foothills Specific Plan para- graph III.F.2.a.(1)) shall not apply and that the provision providing for "theme towers to sev- enty-five (75) feet" (Foothills Specific Plan paragraph IILF.2.a.(4)) shall be modified to read "theme towers and other architectural features to sixty (60) feet." Single-family detached residential uses on the Resort Site shall comply with the average and minimum lot sizes set forth in paragraph 1.1 of the Foothills Development Agreement. 2.2. The Developer shall be entitled to adjust the acreage amounts of 22.7 acres and 32.3 acres set forth in subparagraphs 2.1.1 and 2.1.2 above by not more than 10% each, subject to the following limitations: 2.2.1. The total acreage of the two areas shall not exceed 55 acres. 2.2.2. The acreages shall be permanently adjusted upon the Town's approval of the first subdivision plat or development plan covering land area that exceeds the 22.7 or 323 acres, respectively, for the areas described in subparagraphs 2.1.1 and 2.1.2 above. 2.23. The Developer's right to adjust the acreage amounts shall terminate on Decem- ber 31, 2016. 22.4. If no subdivision plat or development plan covering land area that exceeds the 22.7 or 323 acres, respectively, for the areas described in subparagraphs 2.1.1 and 2.1.2 above is submitted to the Town by December 31, 2016, the acreages shall be permanently set at 22.7 and 323 acres. 23. Medium-Density Residential Area. The size of the Medium-Density Residential Area in paragraph 1.2 of the Foothills Development Agreement is increased from 35 acres to 35.7 acres. Article 3. Roads. 3.1. Existing Old Thornydale Road Status. Old Thornydale Road currently exists as a two-lane paved public road within a 150-foot public right-of--way .from Moore Road to the Roundabout. The road leading to and through the Saguaro Ranch tunnel, a private road serving the Saguaro Ranch development project, connects to the northeast portion of the Roundabout. North of the Roundabout, a narrow, steep and rocky dirt jeep trail meanders within a 150-foot public right-of--way. The public right-of--way ends at the north section line of sections 29 and 30, township 11 south, range 13 east, Gila and Salt River base and meridian, and approximately the north 990 feet of the right-of--way is currently outside the town limits of Marana. {0000861l.DOC/8j FIRSTAMENDMENT TO FOOTHILLS DA - 3 - 11/25/2008 11: 32 AM 3.2. Resort Site Entry Roadway. Developer shall construct the Entry Roadway to specifi- cations determined by aTown-approved geotechnical report or other Town-approved documen- tation. The specific design of the Entry Roadway and its intersection with the Roundabout shall be based on the findings of a traffic study to be prepared by the Developer and approved by the Town at the development plan stage for the Resort Site. 3.3. Entry Roadway Right-of--Way Acquisition. The Developer will use commercially reasonable efforts to acquire from the private property owners any and all property rights needed for the Entry Roadway. The Developer shall not construct the Entry Roadway until either (i) the Developer has acquired the necessary property rights pursuant to this paragraph or, (ii) the Town has obtained possession of the necessary property rights by eminent domain, which the Town shall exercise by filing a condemnation lawsuit in Pima County Superior Court within 180 days after the Developer advises the Town in writing that it has been unable to obtain the necessary property rights. If the Town exercises its power of eminent domain pursuant to this paragraph, the Developer shall pay all costs of condemnation, including but not limited to the condemnation award to the property owner(s), costs of litigation, and reasonable attorneys' fees. If the Town settles a condemnation lawsuit; the Developer shall pay the settlement costs, provided that those costs do not exceed the higher of (a) 120% of the appraised value of the property or (b) an amount approved by the Developer. 3.4. Affected Neighborhood Access Road. The Developer hereby grants the Affected Neighborhood permanent rights of vehicular ingress and egress (and no other purposes, includ- ing without limitation equestrian use) over the Existing Affected Neighborhood Access Road, the specific location of which may be adjusted by the Developer's construction of the New Af- fected Neighborhood Access Road, which itself may be relocated at the Developer's expense un- til its permanent alignment is determined (see paragraphs 3.5 and 3.6 below), provided that ve- hicular ingress and egress is at all times maintained to the Affected Neighborhood. Without lim- iting the generality of the foregoing, the New Affected Neighborhood Access Road may be relo- cated to pass around or .through the Resort Site. The Affected Neighborhood Access Road is available for use by and for the benefit of the Developer and shall not be for the exclusive use of the Affected Neighborhood. Nothing in this First Amendment requires the Developer to provide access of any kind other than to the Affected Neighborhood Access Location. The permanent rights granted by the Developer pursuant to this paragraph allow the Affected Neighborhood to use the Affected Neighborhood Access Road for vehicular access to existing Affected Neighbor- hood uses or Affected Neighborhood uses that are consistent with the existing Pima County Ru- ral Homestead (RH) zoning only. 3.5. Timing of Roadway Improvements. Before the Town issues a certificate of occu- pancy for any non-residential structure for the Resort Site or before the Town releases assurances for any residential units for the Resort Site, construction of the Entry Roadway (paragraph 3.2 above) shall be completed and the permanent alignment of the Affected Neighborhood Access Road (see paragraph 3.4 above and paragraph 3.6 below) shall be determined and, if applicable, ~ the New Affected Neighborhood Access Road shall be constructed. Before approving a final in- spection on any residence in the Resort Site, the residence must be connected via paved roadway ~. to the Town's paved public roadway system. Unless and until the Developer identifies the per- M manent alignment of the Affected Neighborhood Access Road (paragraph 3.4 above) and, if ap- ~^^ plicable, constructs the New Affected Neighborhood Access Road, the Town may withhold all certificates of occupancy, final inspections, and releases of assurances for any and all develop- ment on the Resort Site and on the five residential lots identified by cross-hatching on Exhibit C {000086!/.DOC/8} F//tsT AMEivDMB1vT To FoOTH/LGS DA - 4 - 11 /25/200811: 32 AM attached to and incorporated. by this reference in this First Amendment. The Town's right to withhold certificates of occupancy, final inspections, and releases of assurances pursuant to this paragraph is a contract right granted by this First Amendment, and is granted notwithstanding any right of the Developer or its successors in interest to receive certificates of occupancy or fi- nal inspections pursuant to the Marana building codes or to receive releases of assurances pursu- ant to the applicable subdivision laws or regulations. 3.6. Timing of Affected Neighborhood Access Rights. Although the New Affected Neighborhood Access Road may already be constructed in some format, the Developer is not obligated to execute a deed of easement or other documentation evidencing Developer's grant of permanent rights of vehicular ingress and egress over the New Affected Neighborhood Access Road to a particular owner of property within the Affected Neighborhood unless and until the Developer identifies the permanent alignment of the Affected Neighborhood Access Road (para- graph 3.4 .above) and that Affected Neighborhood owner forever quit-claims any and all access over both of the following: 3.6.1. The Existing Affected Neighborhood Access Road. 3.6.2. The Old Thornydale Road right-of--way that is the subject of abandonment pro- ceedings addressed in paragraph 3.7 below. 3.7. Old Thornydale Road Abandonment Proceedings. Within 60 days after the effective date of this First Amendment, the Town shall begin and diligently pursue abandonment proceed- ings pursuant to A.R.S. § 28-7201 et seq. to abandon the existing Old Thornydale Road right-of- way from just north of the. Roundabout and the Entry Roadway to just south of the Affected Neighborhood Access Location. The Developer acknowledges that roadway abandonment is a discretionary, legislative act of the Town Council. The Parties acknowledge the Town's obliga- tion to proceed as required by law, including the need to address any rights of property owners and utility companies that rely on the right-of--way sought to be abandoned, and the Parties agree to cooperate in good faith to address those rights justly and appropriately while working toward the goal of full abandonment of the right-of--way without the need to reserve rights in the aban- doned right-of--way pursuant to A.R.S. § 28-7215(A). The Developer may for all purposes in- clude in its zoning compliance and disturbance calculations the west 75 feet of the existing Old Thornydale Road right-of--way anticipated to be abandoned by this paragraph and may increase the 155 acres (40%) of the Property that may be disturbed (see paragraph 2:1 of the Foothills Development Agreement); provided that the abandonment shall have been completed before the Town grants any development approval (final plat, development plan,. building permit, grading permit, etc.) that requires the Developer to own the abandonment area in order for the develop- ment approval to conform to the density and disturbance requirements of the Foothills Develop- ment Agreement as amended by this First Amendment. 3.8. Thornydale Road Dedication. The Thornydale Road extension right-of--way the De- veloper is required to dedicate pursuant to paragraph 4.1 of the Foothills Development Agree- ment is hereby reduced from 150 feet to 110 feet. 3.9. Thornydale Road Improvements. The roadway construction required by paragraph 4.2 of the Foothills Development Agreement, including the construction of an all-weather cross- ing of the Prospect Wash, shall be completed before of the followryg;~ 3.9.1. The Town issues a certificate of occupancy for any non-residential structure of the Property identified in paragraph 2.1.1 of this First Amendment or before the Town re- t00008611.DOC/8} FIRSTAMENDMENT TO FOOTHILLS DA - 5 - 11/25/200811: 32 AM •1T!ZB/08 WED 1 :03 FA% 5206157717 TOWN WEST REALTY ~ 006 attache to and incorporated by this reference in this First Amendment. The Town's .right, to withho 1 certificates of occupancy, final inspections, and releases oI' assurances pursuant to this paragra rh is a contract right granted by this First Amendment, and is granted notwithstanding any rig ,t of the Developer or its successors in interest tv receive certificates of occupancy ar'fi- nal insl ections pursuant to the Marana building codes or to receive releases of assurances pursu- ant to t: a applicable subdivision laws or regulations. 3.6. Timing of Affected Neighborh~aad Access Rights. Although the New Affected Neighl: >rhood Access Road may already be. constructed in some format, the Developer is not obligat d to execute a deed oI'easement or other documentation evidencing Developer's ,rant of pcrmar :nt rights of vehicular ingress and clress over the New Affected Neighborhood Access Road t ~ a particular owner of property within the Affected Neighborhood unless and until the: Develc per identifies the permanent alignment of the Affected Neighborhood Access Road {para- graph : ,4 above) and that Affected Neighborhood owner Forever quit-claims any and all access over be th oi'thc following: 3.6.1. The Existing At~cctcd Neighborhood Access Road. 3.6.2. The ()ld Thotnydale Road right-oi•=way that is the subject of abandonment pro- cee sings addressed in paragraph 3.7 below. 3.7.Old Thomydale Road Abandonment Praceedinas_ Within 60 days after the e(Tectivc date of this First Amendment, the Town shall begin and diligently pursue abandonment proceed- ings pe •suant to A.R.S. § Z8-7ZU1 et seg. to abandon the existing Uld ~t'hornydale )t,oad right-af- way fr ern just north of the Roundabout and. Clre Crory Roadway to just south of the Affected Neight uhood Access Location. The Developer acknowledges that roadway abandonrne~~t is a discret unary, legislative act of the Tawn Council. The Parties acknowledge the Town's oblga- tion to proceed as required by law, includin;; the need to address any rights of property owners and uti sty companies that rely on the right-of--way sought to be abandoned, and the Parties agree to cook crate in good faith to address those r~.ghis_justly and appropriately while working toward the gos l of Full abandonment of the right-of~way without the need to reserve rights in the aban- doped 'fight-of way pursuant to A.R.S. § 2R-7215(A). The Developer. may far all purlaoses in- clude i rits zoning eampliance and disturbance calculations the west 75 feet of the existing Old 'l'horm dale Itaad right-of--way anticipated to be abandoned by this para~n-aph and may increase the 15 acres (40%) of the Property that may be disturbed .(see paragraph 2.1 of the h'aothills Develc ~ment Agreement); provided that the abandonment shall have been completed before'the Town ;rants any development approval (final plat, development plan, building permit, grading permit etc.) that requires the Developer to «wn the abandonment area in order for the develop- ment a >proval to conform to the density and disturbance requirements of the fdothills Develop- ,~ ment >" ~reement. as amended by this First An~cndmcnt. 3.8. Thornydalc Road Dedication. Tlrc Thornyda.lc Road cxtcnsion right-of way the Dc- vclopc is required to dedicate pursuant to paragraph 4.1 of the Foothills Development Agree- meat i. hereby reduced from 150 feet to 110 feet. ~~' a 3.9. Thornydale Road Improvements. `t'he madwa.y construction required ny parapri~.ph i~ 4.2 of he Foothills Development Agreement, including the construction of an all-weather cross- ing of ~e Prospect Wash, shall be completed before~et~i-vf the following: 3.9.1. The; Town issues a certificate of occupancy Inr any nun-re, iden sal structure uF the Property identified in paragraph 2.1.1 of this First Amendment or before the Tt~wn re- ~ooaoso! noc~8,~ Fll<J%'A, l'NL>ML•'N'%'7~ FUU'I'IIILLS DA - S - II/Z,S/;?n(J~Q I I: ~~ AM attached to and incorporated by this reference in this First Amendment. The Town's right to withhold certificates of occupancy, final inspections, and releases of assurances pursuant to this paragraph is a contract right granted by this First Amendment, and is granted notwithstanding any right of the Developer or its successors in interest to receive certificates of occupancy or fi- nal inspections pursuant to the Marana building codes or to receive releases of assurances pursu- ant to the applicable subdivision laws or regulations. 3.6. Timing of Affected Neighborhood Access Rights. Although the New Affected Neighborhood Access Road may already be constructed in some format, the Developer is not obligated to execute a deed of easement or other documentation evidencing Developer's grant of permanent rights of vehicular ingress and egress over the New Affected Neighborhood Access Road to a particular owner of property within the Affected Neighborhood unless and until the Developer identifies the permanent alignment of the Affected Neighborhood Access Road (para- graph 3.4 above) and that Affected Neighborhood owner forever quit-claims any and all access over both of the following: 3.6.1. The Existing Affected Neighborhood Access Road. 3.6.2. The Old Thornydale Road right-of--way that is the subject of abandonment pro- ceedings addressed in paragraph 3.7 below. 3.7. Old Thornydale Road Abandonment Proceedings. Within 60 days after the effective date of this First Amendment, the Town shall begin and diligently pursue abandonment proceed- ings pursuant to A.R.S. § 28-7201 et seq. to abandon the existing Old Thornydale Road right-of- way from just north of the Roundabout and the Entry Roadway to just south of the Affected Neighborhood Access Location. The Developer acknowledges that roadway abandonment is a discretionary, legislative act of the Town Council. The Parties acknowledge the Town's obliga- tion to proceed as required by law, including the need to address any rights of property owners and utility companies that rely on the right-of--way sought to be abandoned, and the Parties agree to cooperate in good faith to address those rights justly and appropriately while working toward the goal of full abandonment of the right-of--way without the need to reserve rights. in the aban- doned right-of--way pursuant to A.R.S. § 28-7215(A). The Developer may for all purposes in- clude in its zoning compliance and disturbance calculations the west 75 feet of the existing Old Thornydale Road right-of--way anticipated to be abandoned by this paragraph and may increase the 155 acres (40%) of the Property that may be disturbed (see paragraph 2.1 of the Foothills Development Agreement); provided that the abandonment shall have been completed before the Town grants any development approval (final plat, development plan, building permit, grading permit, etc.) that requires the Developer to own the abandonment area in order for the develop- ment approval to conform to the density and disturbance requirements of the Foothills Develop- ment Agreement as amended by this First Amendment. 3.8. Thornydale Road Dedication. The Thornydale Road extension right-of--way the De- veloper is required to dedicate pursuant to paragraph 4.1 of the Foothills Development Agree- ment is hereby reduced from 150 feet to 110 feet. 4.2 of t ing of t the p y p g p t t dment or be ore the Town re 3.9. Thornydale Road Improvements. The roadway con truction required by paragraph he Foothills Development Agreement, including the c tru ion of an all-weather cross- he Prospect Wash, shall be completed before of lowing: e~ 3.9.1. The Town issues a certificate of occup non-residential structure of Pro ert identified in ara ra h 2.1.1 of his F' s Amen f - (00008611.DOC/8) FIRST AMENDMENT TO FOOTHILLS DA - S - 1 1/25/2008 1 1: 32 AM 12f10f08 19ED 12:38 FAX 5206i57717 TOWN ViEST REALTY attached to and incorporated by this reference in this First Amendment. The '.l'awn's right to withhold certificates of occupancy, final inspections, and releases of assurances put5uant to this paragraph is a contract right granted by this First Amendment, and is granted notwithsiandinb any right of the Developer or its successors in interest to receive certificates of occupancy or (i- nal inspections pursuant to the Maruur building codes or to receive refca.5cs of assurances pursu- ant to the applicable subdivision laws or regulations. 3.6. Timm of Affected Nei: borh~tod Access Rixhts. Although the New Affected Neighborhood Access Road may already be constructed in some format, the Developer is not obligated to execute a deed of easement or other documentation evidencing Developer's grant of permanent rights of vehicular ingess and egress aver the New At~'ectcd Neighborhood Access Road to a particular owner of property within the Affected Neighborhood unless and until the Developer identifies the permanent aligntnen: of the AffeeEed Neighborhood Access Road (para- graph 3.4 above} and that Affected Neighborhood owner forever gait-claims any and all access over both of the fallowing: 3.6.1. The lrxistin; Affected Neighborhood Access Road. 3.6.2_ 'late Old Thornydale Road right-of--way that is the subject of abandonment pro- ceedings addressed in paragraph 3.7 below. 3.7.Old Tj~iornvdale Road Abandonment Proceedings. Within 6p days after the efFeclive date of this First Amendment, the Town shall begin and diligently pursue abandonment proceed- ings pursuant to A.R.S. ~ 28-72Q1 et sey. to abandon the existing Old Thornydale ttoad right,at~ way from just north of the Roundabout and the L•ntry Roadway to just south of the Atfecttd Neighborhood Access Location. The f)evelcper acknowledges that roadway abandonment is a discretionary, legislative act of the Town Council. The Parties acknowledge the Town's obliga- tion to proceed as required by Isw, including the netad to address any rights of property owners and utility wmpanies that rely an the right-ot=way sought to he abandoned, and the Parties agree W cooperate in good faith t0 address those rights justly and appropriately while working toward the goal of full abandonment of the right-of-way without the need to reserve rights in the aban- doned right-of--way. pursuant to A.R.S. § 28-7215(A). 1"he t)evetoper may for all purposes in- clude in its zoning compliance and disturbance calculations the west ?5 feat of the existing Old Thornydale Road right-of-way anticipated to be abandoned by this paragraph and may increase the 155 acres (44%) of the Property that may be disturbed (see paragraph 2.1 of the Foothills Development Ageement); provided that the abandonment shall have l?een completed before the '['own grants any development approval {tinttl plat, development plan, building permit, grading permit, etc.) that n;yuires the Developer to own the abandonment area in order for the develop- ment approval to conform to the density and disturbance requirements ol'thc Foothills [)evelop- ment Agreement as amended by this First Amendment. 3.8. Thornydate Raad Dedication. Th., 'fhornydatc Road extension :fight-a:f-way the Dc- vcloper is required to dedicate pursuant to paragraph 4.1 of the Foothills nevelopment Agree- ment is hereby reduced from 150 feet to 110 fce:t. 3.9. ~' tornydale Road .Improvements. The roadway construction required by paragraph 4.2 of the Foothills Development Agrtcmcnt, including the wnstruction of an all-weather cross- ing of the Prospect Wash, shall be completed before of the following: 3.9.1. The Town issues a certificate of o~cc~itapancy for any non-residential structure of the Property identified in paragraph 2_i:l of this First Amendment or before the Town re- FlXSC/tMENDMENT TQ 1'Ut)T~~l[,L$ QA - $ • 1 f/25f2(NkS l 1: 32 AM ~, 01006 ,,,~ leases assurances for any residential subdivision for the portion of the Property identified in paragraph 2.1.1 of this First Amendment; ~' ®-~ ~ 1.~1 3.9.2. The later to occur of the following (thetlo'rder of which the Developer may se- lect in its sole discretion): 3.9.2.1. The Town's release of assurances for the last 20 Estate Lots on the Prop- erty, or 3.9.2.2. The Town's issuance of a certificate of occupancy for any non-residential structure on the Resort Site or the Town's release of assurances for any residential subdi- vision on the Resort Site. Article 4. Proposition 207 Waiver Developer hereby waives any claim it may have (if any) under the Private Property Rights Protection Act adopted by initiative in 2006 as "Proposition 207," including specifically but without limitation any potential claim under A.R.S. § 12-1134, for-any change or reduction in the Developer's right to use, divide, sell or possess the Property resulting from this First Amend- ment. Article 5. General Terms and Conditions. 5.1. Term. This First Amendment 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 First Amendment (the "Effective Date"). The term of this First Amendment shall begin on the Effec- tive 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 termination date of the Foothills Development Agreement. 5.2. Incorporation of Provisions and Boilerplate. All provisions of the Foothills Devel- opment Agreement not modified by this First Amendment are incorporated here by this refer- ence. The interpretation of incorporated provisions and boilerplate shall not be affected by the fact that some provisions and boilerplate are, for convenience or emphasis, restated or reiterated in this First Amendment. 5.3. Entire Agreement. The Foothills Development Agreement and this First Amendment constitute the entire agreement between the Parties pertaining to the subject matter of the Foot- hills Development Agreement and this First Amendment. All prior and contemporaneous agree- ments, representation and understanding of the Parties, oral or written, are hereby superseded and merged in the Foothills Development Agreement and this First Amendment. 5.4. Authority. Each Party represents and warrants that the individual executing this First Amendment on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. 5.5. Interpretation. This First Amendment has been negotiated by the Town and the De- veloper, and no party shall be deemed to have drafted this First Amendment for purposes of con- struing any portion of this First Amendment for or against any party. 5.6. Recordation. The Town shall record this First Amendment 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. ooooa6it.DOC is} FrnSTANtENDNtENTTOFOOTxlcLSDA - 6 - 11/25/200811:32AM '11%26/08 WED 1 :04 FAX 5206157717 TOWN WEST REALTY r~oo7 1ea~ s assurances for any residential. subdivision fc~r e onion of the Property identiEed in par: graph 2. f . l of this First Amendment; a~ 3.9.2. The later to occur of the following (the r er ~f which the C)eveloper may e- lec~ in its sole discretion): 3.9.2.1 _ The t'own's release of assurances for the last 20 Estate Lots on the Prop- aty, or 3.9 ?.2. 't'he Town's issuance of a certificate of occupancy for any non-residential ~tnreture on the [resort Site or the; To'Nn's release of assurances for any residential subdi- vision on the. Resort Site. A,rtiele 4. Proposiitioa 247 Waiver De eloper hereby waives any claim it may have (if any) under the Private Property Rights Protect un Act adopted by initiative in 20(la as "Proposition 207," including specifically b~rt wither; limitation any potential claim under .4.R.S. ~ 12-} 134, for any change or reduction in the l)evelc :-er's right to use, divide, self or possess the Property t'esulting from this; F"irtit Amend- tnertt. Article 5. General Perms and Condetious. 5.1. "['erm. This First Amendment shall become effective upon its execution by all the Parties and the effective date of the resolution or action of the "1~own Council approving this First Amens ment {Che "Effective Date"). The term of this first Amendment shalt. begin on the Effec- tive D: to and, unless sooner terminated by the mutual consc;nt of the Parties, shall automatically terrain to and shall thereafter be void far a: l purposes on the termination date cif the Foothills Develc pment Agreement. 5.2. lncorooration of Provisions and F3oilernlate. All provisions of the Foothills Devei- opmer. Agreement not modified by this First Amendment are incorporated here by this refer- ence. ' 'he interpretation of incorporated provisions and boilerplate shall not be affected by the fact t}, t some provisions and boilerplate are,. for convenience or emphasis, restated or reiterate) in this ~irst Amendment. 5.3. Entire Agreement. The Foothills Development Agreement and this First Arnendrnent constit ate the entire agreement between the Parties pertaining to the subject matter vi' the Foot- hills C :velopment Agreement and this First Amendment. A11 prior and contemporaneous agree- menu, representation and understanding of the Parties, oral or written, are hereby superseded and merge in the Foothills Development Agrcerncnt and this First Amendrrrent. 5.4. Authority. Each Party represents and warrants that the individual caccuting this First ° Amen n-rent on its behalf' is authorized and empowered to bind the Parly on whose behalf' each ~ such it ~ividual is signing. f"t h 5.5. Interpretation. This First Amendment has been negotiated by the Town and the De- velope ,and no party shall be deemed to have drafted this First Amendment for purposes of con- strui.nz any portion of this First Amendment for or against any party. S:fi. Recordation. The Town shall record this First Amendment in its entirety in the office ~~~ of the 'ima County Recorder no later than ten days after it has been executed by the `!'own and the 1)e eloper. j0000SGi .DOC/Sj f'7/tS"I'A IL'A~UMIN'7" I'U FUU%7f/LLti DA - 6 - ~ //25!?Q0~ 11:32 r!M leases assurances for any residential subdivision fo rtion of the Property identified in paragraph 2.1.1 of this First Amendment; an& © r 3.9.2. The later to occur of the following the order of which the Developer may se- lect in its sole discretion): 3.9.2.1. The Town's release of assurances for the last 20 Estate Lots on the Prop- erty, or 3.9.2.2. The Town's issuance of a certificate of occupancy for any non-residential structure on the Resort Site or the Town's release of assurances for any residential subdi- vision on the Resort Site. Article 4. Proposition 207 Waiver Developer hereby waives any claim it may have (if any) under .the Private Property Rights Protection Act adopted by initiative in 2006 as "Proposition 207," including specifically but without limitation any potential claim under A.R.S. § 12-1134, for any change or reduction in the Developer's right to use, divide, sell or possess the Property resulting from this First Amend- ment. Article 5. General Terms and Conditions. 5.1. Term. This First Amendment 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 First Amendment (the "Effective Date"). The term of this First Amendment shall begin on the Effec- tive 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 termination date of the Foothills Development Agreement. 5.2. Incorporation of Provisions and Boilerplate. All provisions of the Foothills Devel- opment Agreement not modified by this First Amendment are incorporated here by this refer- ence. The interpretation of incorporated provisions and boilerplate shall not be affected by the fact that some provisions and boilerplate are, for convenience or emphasis, restated or reiterated in this First Amendment, 5.3. Entire Agreement. The Foothills Development Agreement and this First Amendment constitute the entire agreement between the Parties pertaining to the subject matter of the Foot- hills Development Agreement and this First Amendment. All prior and contemporaneous agree- ments, representation and understanding of the Parties, oral or written, are hereby superseded and merged in the Foothills Development Agreement and this First Amendment. 5.4. Authority. Each Party represents and warrants that the individual executing this First Amendment on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing.. 5.5. Interpretation. This First Amendment has been negotiated by the Town and the De- veloper, and no party shall be deemed to have drafted this First Amendment for purposes of con- struing any portion of this First Amendment for or against any party. 5.6. Recordation. The Town shall record this First Amendment 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. {00008611.DOC/8} FIRST AMENDMENT TO FOOTHILLS DA - 6 - 11/25/200811: 32 AM 12!10!08 VFED 12:40 FAX 5206157717 Tt)1YN VYEST REALTY leases assurances for any residential subdivision for the portion of the Property identified in paragraph 2.1.1 ol'this First Amcndmcnt;~oS` 3.9.2. The later to occur of the fallowing (the order of which the I)eveloger may se- {ect in its sole discretion}: 3.9.2_ t .The Town's release a~f assurances for the last 20 Estate Lats on the Prop- zrty, or 3.9.2.2. The Town's issuance of a certificate of occupancy for any non-residential structure on the Resort Site or the To•~vn's release of assurances fur any residential subdi- vision an the Resort Site. Article d. f'ropocition 207 Waiver Developer hereby waives any claim it n:ay have (if any) under the. Private Property Rights Protection Act adopted by initiative in 20G6 as "Proposition 207," including spccitically but without limitation any potential claim under.~.R.S. § 12-I L34, for any change or reduction in the Developer°s right to use, divide, sell or possess the t'roperty resulting ftam this First Amend- ment. Article 3. General Terms and Conditions. 5.1. Term. This ('first Amendment shall become effective upon its execution by all the Parties and the effective date of fire resolution ar action of the Town Ccauncil approving this First Amendment (the "l;f~ective Date"). The term of this First Amendment shall begin on the Etfec- tive Date and, unless sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void tar all purposes on the tenminatiun date of the Foothills Development Agreement. 5.2. Incorporation of Provisions and Boilerplate. All provisions of the Foothills Devel- opment Agreement not modified by this First Amendment are incorporated here by this refer- ence. The icttcrpretation of incorporated provisions and boilerplate shall not be affected by the fact that some provisions and boilerplate are, for convenience or emphasis, restated or reiterated in this First Amendment. 5.3, Entire Agreement. T'he FnothiNs tevelopment Agreement and this First Amendment constitute the entire agreement between the Parties pertaining to the subject matter of the Foot- hills Development Agreement and this First Amendment. All prior and contemporaneous agree- ments, representation and understanding of the Parties, oral or written, arc hereby superseded and merged in the Foothills Development Agreement and this First Amendment. 5.4. Auth ri .Each Party represents and warrants that the individual executing this First Amendment an its behaii" is authorized and empowered to bind the Party on whose behalf each such individual is signing. 5.5. Interpretation. This First Amendment has peen negotiated by the Town and the De- veloper, and no party shall be deemed to have drai`ted this First Arnandmcnt fur gurgoses of con- struing any portion of this l~ first Amendment t:or or against soy party. 5.6. Recor~,gtiun. The Tawn shall rec~3rd this First Antend,nent ire its entirety in the oflic:e of the Pima County Recorder na later than t+~n days after it has been executed by the '1"own and the Developer. FrKSr.lneEnrn~eE,vr rv FnnrHnrs n,4 - 6 - / !/25!20(18' t i:32.t M ~ ~, ~ 007 5.7. No Developer Representations. Except as specifically set forth in this First Amend- ment, nothing contained in this First Amendment shall be deemed to obligate the Town or the Developer to complete any part or all of the development of the Property. 5.8. Ap rp oval. If any Party is required pursuant to this First Amendment to give its prior written approval, consent or permission, such approval, consent or permission shall not be unrea- sonablywithheld or delayed. 5.9. Conflict of Interest. This First Amendment is subject to A.R.S. § 38-511, which pro- vides for cancellation ofcontracts in certain instances involving conflicts of interest. IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the last date set forth below their respective signatures. TOWN: THE TOWN OF MARANA, an Arizona munici- pal corporation By: ~1~~/1~G ` O /~ Ed Honea, Mayor Date: ~o~' ©oZ (000$ ATTEST: ~' Jocelyn C. Bronson, Jerk APPROVED AS TO FORM: '. _ ~~ ank Cass' , Town A ey DEVELOPER: TAPESTRY PROPERTIES III, L.L.C., an Ari- zona limited liability company By: FOOTHILLS MARANA, L.L.C., an Ari- zona limited liability company, a Member By: TOWN WEST REALTY, INC., an Ari- zona corporation, its Manager By: Title: Date: By: GEORGIO L.L.G, an Arizona limited liability company, a Member By: George Costantini, Manager and Member Date: By: FUTURE OF NEW MEXICO, L.P., a Delaware limited partnership, a Member By: Peter Fasseas, General Partner Date: FIRSTAMENDMENT TO FOOTHILLS DA - 7 - 11/25/200811:32AM ' 11/26/08 WED 1 :04 FAX 5206157717 TOWN WEST REALTY QI008 >.7. No Devel~er Representations. F..xcept as specifically set forth in this First Amend- ment, r thing contained in this First Amendment shall be deemed to .obligate the Town or the Develo per to complete any part or alI of the development of the Pro[aerty. i.8. A~nmval. If. any Party is rcqureti .pursuant to this First Amendment to give its prior written approval, consent or permission, such approval, consent or pcrnnission shall not be unrea- sonabl7 withheld or delayed. i.9. Conflict of Interest. This First Amendment is subject to A.R.S. § 38-5 i 1, which pro- vides f~ r cancellation of contracts in certain ita~stances involving conflicts of interest. 1N ' !1`fNE55 WHEREOF, the Parties have ea:ee~utcd this First Amendment as of the ]ast date set forth b~ low their respective signatures. TOWN: DEVELOPER: THir Tc WN OF MARANA, an Arizona munici- TAPESTRY PROpFR'rtt.5 III, L.L.C., an Ari- pal cor ~orat.ion Bona limited liability company By: FUtrrt n~.rrs MARANA, L.L:C_, an Ari- zona limited liability company, a Member lay: _ Ed -tones, Mayor By: TUWN Wi::S"t• RF.n1.TY, INC., an Ari- nate: ~Ona COrporati0n, its Man gcr - By: G , '" ATTES' Title: ~/un- " Date: JI o~ G P ~ Jocely C. l3ronsan, Clerk By: GEORGIO L,I,.C;., an Arizona limited liability company, a Member Arrlta 1tD ns To FORM: By: Gcurge Costantini, Manager and- Frank .'.assidy, Town Attorney Member f )ate: By: FUTURE OF NEW MEXICU, 1._la;, a ,~ Delaware limited partnership, a ,i Member I`~i sy: __ ._ r~~~ Peter f assess, (general Partner Date: (nooos~~ .Doc ~ s( ,..- ('TR,$T A IF.l~'nhlF.NT 7t7 Fc1lJT/IILLS DA - 7 - I I~~~~~(JOl.3 I I:33 ./1M 11.~25/p8 TUE 12:41 FA% 5206157717 TOWN PEST REALTY f{~jpp2 3TATfi OF'~RfZDRA ) erac~ SS COUnty oPs~t T~he- foregoing instaur1n`eryt was aclmow bei'nre me on ~ 2005, by .~>_.'~~`"'~~~ ~. ft(XL~.? ~h &S `C~.- Of TOWN WEST R,>WAi.:rY, iAtC., an Arizona corporation, as Ma::lager of ~FdOTHILL$ MARANA, L . - ., an Arizona limited liability company, as a Member of TAPESTRY PROPERTIES, iIt, L. Arizona limited liability company, on behalf of the LLC. ~ ,~----~ '~ My commission expires: ~--~ a~~ '-' ~ ~1~i_~ att P<blic GEORGIA L. WELSH STATE QF AR17.l~NA) ~ ,-® ~. Notory public#Ca~fornlc SS ~ ~ a San Diego County County of Pima } ~,~, Mhi Cornrn. ExpUes May i a, 20 The foregoing instrument was aclttiowledgecl befar~ne an _ .2008, by ~+at ~nrtr'rr,P, ss ttre ~mrrt' e¢~ ~iiE ,~S~Y'Y4~Cit' v;F aCie~o ~,.~,.~., ~t ~4r~r ~~~ ~r ability company, a Member, as a 1vJember of "CAPESTitSt FROPERTIC3, IIZ, ~..L.C., an Arizona lim- ibcd liability company, an behalf of the LLC. ~4fy carruuissiar~ expires: STATE OF ARIZONA } SS County of Pima ) Notary Public The foregoing instrument was aclcnawledged before me on .2008, by Peter Fasseas, as the Cleneral Partner of Fi3T'URE OF' NEw lVI>rxriCO, L.P., a Delaware limited partner- ship, as a Member of TAPESTRY PROPERTIES, Ill, L.L.C., an ,4rizona limited liability company, an behalf of the LLC. My commission expires: blatacy Public ~oooosalt.~ocir;~ FrasrAa[&~vna~r+lrTOl•ooTtlnts~~4 - 8 - i1I25I2008I1:32.~.M 5.7. No Developer Representations. Except as specifically set forth in this First Amend- ment, nothing contained in this First Amendment shall be deemed to obligate the Town or the Developer to complete any part or all of the development of the Property. 5.8. A royal. If any Party is required pursuant to this First Amendment to give its prior written approval, consent or permission, such approval, consent or permission shall not be unrea- sonably withheld or delayed. 5.9. Conflict of Interest. This First Amendment is subject to A.R.S. § 38-511, which pro- vides for cancellation of contracts in certain instances involving conflicts of interest. IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the last date set forth below their respective signatures. TowN: THE TOWN OF MARANA, an Arizona munici- pal corporation DEVELOPER: TAPESTRY PROPERTIES III, L.L.C., an Ari- zona limited liability company By: FOOTHILLS MARANA, L.L.C., an Ari- zona limited liability company, a By: Member Ed Honea, Mayor By: TowN WEST REALTY, INC., an Ari- Date: zona corporation, its Manager By: ATTEST: Title: Date: Jocelyn C. Bronson, Clerk By: GEORGIO L.L.C., an Arizona limited APPROVED As To FORM: liabil' ~ ompany Mem r By: eo e stantini, Manager and Frank Cassidy, Town Attorney Memb Date: f`~ ~0~ ~aao8 By: FUTURE OF NEW MEXICO, L.P., a Delaware limited partnership, a Member By: Peter Fasseas, General Partner Date: (00008611.DOC/8) FIRST AMENDMENT TO FOOTHILLS DA - 7 - 11 /25/200811:32 AM STATE OF ARIZONA ) County of Pima ) ss The foregoing instrument was acknowledged before me on 2008, by as of TowN WEST REALTY, INC., an Arizona corporation, as Manager of FOOTHILLS MARANA, L.L.C., an Arizona limited liability company, as a Member of TAPESTRY PROPERTIES, III, L.L.C., an Arizona limited liability company, on behalf of the LLC. My commission expires: STATE OF ARIZONA ) County of Pima ) SS Notary Public The foregoing instrument was acknowledged before me on ~c'~m~z ~ 2008, by George Costantini, as the Manager and the Member of GEORGIO L.L.C., an Arizona limited li- ability company, a Member, as a Member of TAPESTRY PROPERTIES, III, L.L.C., an Arizona lim- ited liability company, on behalf of the LLC. My commission expires: ~" '~-~' I ~ Not ublic ~ - r y Z oIF' iCIA~ S~nL DAVID A. MCEVOY STATE OF ARIZONA) NOTARY PUI3l~IC-ARIZONA PIMA C®URITY ss ~y Comm. Exp. NEar. 10, 2012 County of Pima ) The foregoing instrument was acknowledged before me on , 2008, by Peter Fasseas, as the General Partner of FUTURE OF NEw MExlco, L.P., a Delaware limited partner- ship, as a Member of TAPESTRY PROPERTIES, III, L.L.C., an Arizona limited liability company, on behalf of the LLC. My commission expires: {00008611. DOC / 8} FIRST AMENDMENT TO FOOTHILLS DA Notary Public - 8 - 11/25/200811: 32 AM 12!10!08 WED 12:90 FA7t: 5206157717 TOWN WEST REALTY 5.7. No Developer Representations. l;xcept as specifically set forth in this First Amend- ment, nothing contained in this First Amendment shall be deemed tv obligate the Town or the Developer to complete any part or all of the cevelopment oC the Property. 5.8. Approval. If any Pasty is cequire~J pursuant to this First Amendment to give its prior written approval, consent or permission, suck. approval, consent or permission shall not be unrea- sonably withheld or delayed. 5.4. Conflict of ittterest_ Phis first Amendment is subject w A.R.S. § 3$-Sl 1, which pro- vides for cancellation of contracts in certain instances involving conflicts of ineerest. IN wtTNESS wHEREUF, the parties have a;cecuted this first Amendment as of the last date set forth below their respective signatures. TOWN: ~ DEVELOPER: Tt•tE TowN ar• MAkLANA, an Arizona munici- pal corporation By: Ed Flgnea, Maygr Date: TAI'f,S't'tLY PttOPCttrtcs III, L.L.C., ~u~ Ari- zona limited liability cosnpany By: FooTH1t,C.S MARANA, L.L.G.. an Ari- zona limited Lability company, a Member Iiy: TUWN WLSf Rf.ALTY, INC.. an Ari- zona wrporation, its Manager . By: A'r't`>::s'r~: Title: Dace: Jucc;lyn C. Bronson, Clerk 13y: GEORGIO L.L.C., an Arizona limited APPKUvtiU AS'1'U FORM: liability company, a Member lay: George Cnstantini, Manager and 1=rank Cassidy, Town Attorney 1Vlemlier Date: $y: FUTURE OF NEW MEXtGO, L.P., a Delaware limited partnership, a Memb r _~ By= ----~`~-~-~ . Pet r Fas/seas, General Partnper Date: ( ~ © b Moog fO~JnpF6j-,DpC:iB) FlRS7AMF.NAMf.NT Tp F'(J(3rfitE/ S 13A - 7 - l l/15/Z~X.7Zi 11:3 ~ AN1 12/1Of08 VPED 12:41 FAA 5208157717 T01YN BEST REALTY STATE C>I~ ARI%UNA } County of Pirrta SS The foregoing instrument was acknowledg~rd before me on , 2UU8, by as of TowN WEST R6~[,TY, htC., an Arizona eoiporation, as Manager of FooTl-tt~t.ti MaRANA. L.L.C., an Arizona limited liability company, as a Member of TnPF.STRY P~ROPLK"t'trs, fIl, L.L.C., an Arizona fimited (lability eornpa.ny, on behalf pf the LLC. My commission expires: _ Notary Public ,~.-'t'ATE GF ARIZONA County of Pima ) SS The foregoing instrument was acknowlcdgtd before me on _. " , 200$, by George Costantini, as the Manager and the Member of GEORGtO L.L.C_, an Arizona limited li- ability company, a Member, as a Member of'fAPF.STR1! PRat~ERTtES, ltl, I..L.C,, an Arizona iim- ited liability company, on behalf of the 1,1,C. My commission expires: Notary Public 1/I~'no~ S STA~rt: U1~ qk } Cook ss County uC..P~a ) The foregoing instrltltlert was acknow{edged before me nn - /~`~` , 2408, by Peter Fasscxs, as the General Partner oti FUTURE ar N1=.w McxtcU, L,P., a Delaware limited parmer- ship, as a Member of TANt:S~~RY PROPERTIi:s, III, [,.L.C., an Arizona limited liability company, on behalf of the LLC. My commission expires: ~~-D~-~~ 1Votary P lit 4 "OFFICIAL SEAL" STEVE A. STEPHENS Notary Public, State of lNinois aly Commission ExpKes 4-02-2011 ~ 009 FIRS-r~AnoExa~e~Nr ro FUt)rHrees D.4 - $ - t 1/Z512~(I811: 32 AM I I i ~ , I ~ I I I I I I I ~ I Q1 - 21910012E ~~ r ~' Q- 21910012D ~' ;~ \`_~' Q - 219100060 ®- 21930005A , ) ) Q - 219100158 i I 11 ® - 21910015A ~ i O © I ~~, Q - 21930058 L--- ' O I I ~ O I O ~ 7 -------~ i%' I --- I ~ ~~ ~~ -- '- / \- _L.... i ~ II ~ -~ II ~/ TAPESTRY I I ~~' _ ~ ~ ESTATES i i 'r // ___ __ __r---~ r r II -~~ I I I~ , I I ~ I I ((~ ~ I ~ L\ \~ I I I~~ i \~ \~ 1' i I ~ I I I 11 \\ 11 I I I I Q / I `~ \~ ~\ I I I U.I ~ ~ ~ III I I I Q I ~~ III I I - I J ( ~I-I~-------I I I I I I I--- ~ ~ ~ I III I ~~ I III w I I _ _. , ~--T----~- -r----I lily i I I ~-- EXHIBIT A 'AFFECTED NEIGHBORHOOD' TAPESTRY ESTATES 1=~, ~~ Baker & Associates Engineering, Inc. 3561 E Sunrise DriNe, Suite +1225 Tucson, Arizona 85718 (520) 318-1950 Fax (520) 318-1930 io z~/os }. ____~--~ x ~ ~. / _, ~ '~, ,1 ~~ a ~ _~.. ~ ~, ~ ~ ry~ ~\ f. /J~ 1 { .~4 ~ ~ 7,~ y;; .,fib . Z! /. ,~„""^ i ~ ~ 7.~ x ~f..l' .. ,~ ' ~~~` ,t ~`^~...- ~ r ~ yst9 '~_~x. ~ '~i i i ~~ ~ ~ ,: ,~ _, ,. `~',L~ ~,g ~.._~ t F ~~ 1'~`.r - ` ~ '" ~ ~ ,.rte ......_,... _ ~ - ~ w ~ ~ ~' EXHIBIT B ENTRY ROADWAY FOR ACCESS TO RESORT ~'=so' TAPESTRY ESTATES Baker & Associates Engineering, Inc. 3561 E Sunrise Drive, Suite #225 Tucson, Arimna 85718 (520) 318-1950 Fax (520) 318-1930 ~ ~ \ J-~ - /~ ~ / ~ i~ --r' I ~ -~ i _~~/ ~ v~ \~ -~- - - HERITACE c~ ~~ , ~ ~ ~ ~ ~ _11 ~ ~ ~~\ ~~ ~ ~ ~ I I I I I / ,' ~~--/- 1---1---L / L EXHIBIT C TAPESTRY ESTATE, LOTS 1-153, BLOCKS 1 and 2 1•=~50~ ~ Baker & Associates Engineering, Inc. 3561 E Sun~lse Drina, SuitelE225 Tucson, Arimna 85718 (520) 318-1950 Fax (520) 318-1930 ~~ II II II I- ,~ II II I it ~ I I ~~ ~~ II I J~ \\ ~ ~, ~ ~ III Io- -o I =~~~ -I~~ la I~ ~ I~ I II I I II II_-~I I__ I I t