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HomeMy WebLinkAboutOrdinance 2011.18 Authorizing the Mayor to execute the development agreement for the Saguaro Bloom MARANA ORDINANCE NO. 2011.18 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE DEVELOPMENT AGREEMENT FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT WHEREAS the Marana Town Council finds that the Development Agreement for the Saguaro Bloom Development Project is consistent with the Marana General Plan, applicable specific plans, and relevant Town policies; and WHEREAS the Marana Town Council finds that the Development Agreement for the Saguaro Bloom Development Project is in the best interest of the Town and its citizens. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, AS FOLLOWS: SECTION 1. The Development Agreement for the Saguaro Bloom Development Project is hereby approved in the form attached to and incorporated by this reference in this Ordinance as Exhibit A. SECTION 2. The Mayor is hereby authorized and directed to execute The Development Agreement for the Saguaro Bloom Development Project for and on behalf of the Town of Marana. SECTION 3. The various Town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this Ordinance. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 19 day of July, 2011. Ou� Mayo Ed Honea FO too 0 ATTEST: y Isla APPROVED AS TO FORM: ocelyn ronson, Town Clerk F nk C dy, Town Atto ey t F. ANN RODRIGUEZ, RECORDER 111111111111111111111111111111111111111111111111111111111111111111IN Recorded By: JCC of PI DEPUTY RECORDER ��0 SEQUENCE: 20112030004 305 Wmx NO. PAGES: 47 SMARA 0 .t\ AG 07/22/2011 TOWN OF MARANA 9 \ 9:10 TOWN CLERK MAIL 11555 W CIVIC CENTER DR BLDG A3 AMOUNT PAID: $29.00 MARANA AZ 85653 WHEN RECORDED, RETURN TO: Town Clerk TOWN OF MARANA 11555 North Civic Center Drive Building A3 Marana, Arizona 85653 DEVELOPMENT AGREEMENT FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT Town of Marana, Arizona Marana 670 Holdings, LLC {00025853.DOC / 7} AA DEVELOPMENT AGREEMENT FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT THIS DEVELOPMENT AGREEMENT (this "Development Agreement ") is made by and be- tween the TOWN OF MARANA, an Arizona municipal corporation (the "Town "), MARANA 670 HOLDINGS, LLC, an Arizona limited liability company (the "Owner "), and TWIN PEAKS DE- VELOPMENT, INC., an Arizona corporation ( "Twin Peaks Development "). The Town, the Owner, and Twin Peaks Development are sometimes collectively referred to as the "Parties," any one of which is sometimes individually referred to as a "Party." RECITALS A. The Owner is the current owner of the real property within the corporate limits of the Town, as legally described on Exhibit A and depicted on the map attached hereto as Exhibit B (the "Property "), now known by the name "Saguaro Bloom" and formerly known as "Saguaro Springs" (the "Development" or "Project "). B. Portions of the Property have been subdivided into 541 residential lots (the "Lots "), and various improvements, including utilities, roads, sidewalks and curbs (the "Existing Improve- ments") have been installed to serve the Lots. There are substantial property damages to a num- ber of the Existing Improvements arising from the construction thereof, and the Owner expects to either remediate the damages or to bear the cost of causing such remediation to be completed in connection with a sale of the Lots. The Town will require remediation of property damages to any Existing Improvements that are public infrastructure improvements before they will be ac- cepted by the Town. The Owner is holding the remainder of the Property for investment pur- poses and does not have any present intent to develop the Property for its own account, but the Owner and all subsequent owners of the Property shall be bound by all terms and conditions of this Development Agreement applicable to the "Owner." C. The Owner has entered into an option agreement with Twin Peaks Development granting Twin Peaks Development an exclusive option to purchase, for the purpose of development and /or resale to builders, all or a portion of the Property, which option agreement is evidenced by that certain Memorandum of Option Agreement recorded in the Pima County Recorder's office at Sequence Number 2011199025 1. All entities that develop the Property, including the Owner and Twin Peaks Development if and to the extent the Owner or Twin Peaks Development de- cides to develop the Property, are referred to in this Agreement as the "Developer." D. The Project is the subject of a block subdivision plat titled "Saguaro Springs Blocks 1 thru 10 & A thru D and Lots 1 thru 9 & A and B," recorded in the Pima County Recorder's of- fice at Book 58 of Maps and Plats Page 23, and referred to in this Development Agreement as the "Saguaro Springs Block Plat." E. The Property includes all of the Saguaro Springs Block Plat except the following, which are collectively referred to in this Development Agreement as the "Excluded Property ": (i) Block 10 as depicted on the Saguaro Springs Block Plat, and (ii) That part of Block 8 as depicted on the Saguaro Springs Block Plat specifically de- scribed as Lots 17 through 45, 87 through 95, and 99 through 130 of Saguaro Springs Block 8A according to the subdivision recorded in the Pima County Recorder's office at Book 62 of Maps and Plats, Page 7. {00025853.DOC / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -I - F. The Town and Best Associates II, LLC previously entered into that certain "Development Agreement" recorded in the Pima County Recorder's office on May 18, 1998 in Docket 10798 at Page 663 (the "Original Development Agreement ") regarding the Property and the Project. The Original Development Agreement was amended by a "First Amendment to Development Agreement" recorded in the Pima County Recorder's office on July 23, 1999 in Docket 11095 at Page 1615 (the "First Amendment to the Original Development Agreement "). The Original De- velopment Agreement, as amended by the First Amendment to the Original Development Agreement, was replaced in its entirety by that certain "Amended and Restated Development Agreement" recorded in the Pima County Recorder's office on April 12, 2004 in Docket 12278 at Page 3092, which was amended pursuant to that certain "First Amendment to Amended and Restated Development Agreement" recorded in the Pima County Recorder's office on December 12, 2005 in Docket 12698 at Page 3669 (collectively the "Prior Development Agreement "). G. The Property is the same as described in Exhibit A -1 to the Prior Development Agreement with the exception of the Excluded Property and the lands that have been dedicated to the public since the execution of and in furtherance of the Prior Development Agreement. H. The Parties desire to restate in its entirety the Prior Development Agreement and intend that this Development Agreement shall replace and supersede the Prior Development Agreement in its entirety with respect to the Property. I. The Parties desire to enter into this Development Agreement to establish, among other things, the types of land uses, locations, densities and intensities of such land uses, and commu- nity character of the Property, and to provide for, among other things, the development of a vari- ety of housing and recreation/open space opportunities, as such development may be modified by subsequent land use plans. J. The Parties desire that the Property be developed in accordance with the following (the "Development Criteria "): (i) The Marana Land Development Code (the "MDC ") (ii) The zoning designations, stipulations, conditions and restrictions for the Property as detailed in the following (collectively the "Zoning Ordinances "): (a) Town Ordinance No. 97.04, passed and adopted February 18, 1997 (b) Town Ordinance No. 99.14, passed and adopted May 18, 1999 and recorded in the Pima County Recorder's office on June 11, 1999 in Docket 11066 at Page 501 (c) Town Ordinance No. 2005.14, passed and adopted November 15, 2005 and re- corded in the Pima County Recorder's office on November 18, 2005 in Docket 12683 at Page 4068 K. The Parties acknowledge that this Development Agreement is intended to be consistent with the Development Criteria, and operates for the benefit of the Town, the Owner, the Devel- oper, and the general public. L. The Parties acknowledge and agree that this Development Agreement is a "development agreement" within the meaning of, and entered into pursuant to, the terms of A.R.S. § 9- 500.05, in order to facilitate the development of the Property by providing for, among other things, con- ditions, terms, restrictions, and requirements for the construction and installation of public infra- structure, as more particularly described in the Infrastructure Plan (as defined in Section 2.1 be- {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -2- low); the phasing over time of construction or development on the Property; and other matters related to the development of the Property. M. The Parties acknowledge that the development of the Property pursuant to this Develop- ment Agreement is consistent with the portions of the Town's General Plan applicable to the Property and will result in planning and economic benefits to the Town and its residents, by, among other things, (i) requiring development of the Property consistent with the Development Criteria, (ii) increasing revenues to the Town based on improvements to be constructed within the Property, and (iii) creating jobs through work to be performed in development of the Prop- erty. N. The Town acknowledges that the Owner and the Developer, in connection with the devel- opment of the Property, are relying upon the rights conferred upon the Owner and the Developer pursuant to this Development Agreement and the Prior Development Agreement, including without limitation the vested rights created by this Development Agreement. O. The Property is subject to a community facilities district (the "Saguaro Springs CFD ") formed under the authority of Arizona Revised Statutes Title 48 Article 6 (A.R.S. §§ 48 -701 through 48 -725) pursuant to: (i) The "Notice of Formation of Saguaro Springs Community Facilities District" recorded in the Pima County Recorder's office on November 28, 2007 in Docket 13190 at Page 1244; (ii) Town Resolution No. 2007 -152 "Ordering and Declaring Formation of Saguaro Springs Community Facilities District; Approving and Authorizing the Execution and Deliv- ery of a District Development, Financing Participation and Intergovernmental Agreement (Saguaro Springs Community Facilities District)" recorded in the Pima County Recorder's office on November 28, 2007 in Docket 13190 at Page 1248; and (iii) The "General Plan for the Proposed Saguaro Springs Community Facilities District" recorded in the Pima County Recorder's office on November 28, 2007 in Docket 13190 at Page 1277. P. The Owner, the Developer, the Town, and the Saguaro Springs CFD anticipate entering into a future "District Development, Financing Participation and Intergovernmental Agreement" governing the Saguaro Springs CFD's financing and acquisition of certain public infrastructure in or benefiting the Project. This future agreement is referred to in this Development Agreement as the "CFD Development Agreement." Q. The Owner's predecessor -in- interest has dedicated to the Town an approximately 29.26 acre park site (the "Park Site ") within the Project, consisting of Saguaro Springs Block Plat Block A (Retention /Detention Basin), encompassing approximately 22.59 acres (the "Basin "), and approximately 6.67 acres of the adjoining Saguaro Springs Block Plat Block 5. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth in this Development Agreement, the Parties hereby agree as follows: Article 1. Development of the Property I.I. Development in Accordance with the Development Criteria The Property shall be de- veloped in accordance with the Zoning Ordinances, which (in conjunction with the MDC) set {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -3- forth the basic land uses, densities, and intensities of such land uses as presently authorized for the Property and the development regulations related to it. The Developer may (i) implement and proceed with development of the Property in a manner consistent with the Zoning Ordinances, and (ii) proceed through the legally required development process and request the customary ap- provals necessary to permit the Developer to implement the Zoning Ordinances. Upon compli- ance by the Developer with the development review and approval process as set forth in the MDC and other Town ordinances, rules, regulations, and state and federal laws, the Town agrees to approve or issue such permits, plans, specifications, and /or plats of or for the Property as may be requested by the Developer and which are consistent with the Zoning Ordinances and the MDC. The Development Criteria constitute a protected development right plan (as defined in A.R.S. § 9 -1201, paragraph 4). 1.2. Development Approvals The Town will cooperate with the Owner and the Developer in good faith with regard to any rezoning requests or other development approvals, so long as the total residential density within the Property does not exceed 2,509 units. 1.3. Zoning Conditions As a condition to the Developer's ability to develop the Project in accordance with the Development Criteria, the Developer shall fulfill all conditions to develop- ment in the Zoning Ordinances. The Property includes areas currently zoned R -6 Residential, R -36 Residential, Zone C Large Lot Zone, and Zone F Specific Plan (Saguaro Springs Specific Plan) under the MDC. The MDC zoning regulations applicable to these zones in effect as of the date of this Development Agreement are attached to and incorporated by this reference in this Development Agreement as Exhibit C (Current MDC R -6 Residential zoning regulations), Exhibit D (Current MDC R -36 Residential zoning regulations) Exhibit E (Current Zone C Large Lot Zone zoning regulations), and Exhibit F (Current Zone F Specific Plan (Saguaro Springs Specific Plan) zoning regulations). The Developer shall be permitted to develop the Property consistent with the less restrictive of the MDC zoning regulations for these zones in effect as of the date of this Development Agreement or the zoning regulations for these zones in effect at the time development occurs. 1.4. Amendments to Plans and Development Agreement The Parties agree to cooperate and in good faith pursue any amendments to this Development Agreement that are reasonably neces- sary to accomplish the intent and purposes of the Zoning Ordinances and to facilitate the devel- opment of the Property in light of any changes in development requirements. 1.5. Residential Design The Project shall adhere to the standards set forth in sec- tions 8.06.07, 8.06.08, 8.06.09, and 8.06.10 of the Town's residential design ordinance, Ordi- nance No. 2005.18 adopted September 19, 2005, and recorded in the Pima County Recorder's office on September 23, 2005 at Docket 12645, Page 413, with the following exceptions: 1.5.1. A total of 60% of the detached homes in the Project may have two stories. 1.5.2. All of the homes in the Project (single -story and two- story) shall consist of four - sided design as approved by the Planning Director. 1.6. Outside Consultants If the Town is unable to provide sufficient personnel (either in- house staff or outside consultants to the Town) to review plans and other materials ( "Submitted Materials ") within the time desired by the Developer, the Developer may agree in writing to pay the direct costs incurred by the Town to retain such consultants or other experts as the Town may reasonably deem necessary to review the Submitted Materials on behalf of the Town. Such con - {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -4- sultants or experts shall be mutually selected by the Town and the Developer from a list of Town - approved on -call consultants. The Developer acknowledges that the consultant's or ex- pert's recommendations will be subject to review and approval by Town Staff and that the Town shall not be bound by any of the consultant's or expert's recommendations unless adopted by the Town official having final approval rights on each of the Submitted Materials. The Developer shall indemnify and hold the Town harmless from any claims relating to any costs for consult- ants or experts that the Developer agrees in writing to pay. 1.7. School Site The Owner's predecessor -in- interest dedicated a school site to the Marana Unified School District ( "MUSD ") within the exterior boundary of the Project for the location of an elementary school. To the best of the Town's knowledge, the dedication of the school site ful- fills the Owner's and the Developer's obligations to MUSD regarding schools. The dedication of the school site fulfills the Owner's and the Developer's obligations to the Town regarding schools and the Town agrees that no additional payment or other compensation to MUSD is nec- essary to comply with the Town's requirements. 1.8. Acceptance of Improvements The Town Engineer shall schedule a Town Council agenda item for Town acceptance of public infrastructure improvements (or, if the Town's pro- cedures are revised such that the Town's acceptance of public infrastructure improvements no longer require Town Council approval, the Town shall accept public infrastructure improve- ments ) within 30 days after the Developer submits to the Town Engineer a completed public in- frastructure close -out package conforming to the requirements set forth in MDC section 06.06 (or its successor provision). 1.9. Developer's Warranty The Developer shall warrant the materials and workmanship of all public infrastructure improvements for a period of thirteen months after the date of the Town Engineer's receipt of a complete close -out package (see Section 1.8 above). Article 2. Infrastructure Improvements 2.1. Infrastructure Plan The approved Infrastructure Plan for the Property consists of the in- frastructure improvements described in this Article. The Developer may implement and phase the infrastructure improvements to the Property in conformance with the Infrastructure Plan, the phasing described in Article 3 below, and all other requirements of this Development Agree- ment. 2.2. Construction of Infrastructure Improvements As a condition to the Developer's devel- opment of the Project, the Developer, at its sole cost, shall cause the items of public infrastruc- ture described in the Infrastructure Plan (the "Infrastructure Improvements ") to be constructed as approved by the Town with respect to development of all or any portion of the Property. The In- frastructure Improvements shall be constructed in accordance with the requirements for construc- tion of infrastructure improvements similar to the proposed construction. 2.3. Infrastructure Plan Amendment The Parties acknowledge that amendments to the Infra- structure Plan may be necessary from time to time to reflect changes in market conditions, de- velopment financing and /or to meet the new requirements of one or more of the potential users or builders of any part of the Property, or as more detailed information becomes available. If and when the Parties find that changes or adjustments are necessary or appropriate, the Parties agree to cooperate in good faith to effectuate such changes or adjustments through amendments to the Infrastructure Plan. Minor amendments shall require the approval of the Town Engineer and the t00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -5- Town Manager, without prior notice or hearing to the public. Major amendments shall require the approval of the Town Council. 2.4. Transportation Improvements The Developer shall have the following responsibilities with respect to the transportation improvements described below (the "Transportation Improve- ments"), to be phased with the Subdivision Improvements and Infrastructure Improvements pur- suant to Article 3 below: 2.4.1. Twin Peaks Road Design In consultation with and under direction of Town Staff, the Developer shall prepare design plans and associated construction documents necessary for the reconstruction of Twin Peaks Road to its full four -lane arterial road cross - section ( "Twin Peaks Design "), as determined by the Town in consultation with Pima County. The currently anticipated four -lane arterial road cross - section is shown on Exhibit G . The Twin Peaks Design shall run from a point at the west boundary of the Project to the eastern inter- section of Twin Peaks Road and Silverbell Road (the intersection where Safeway is currently located). The Town and the Developer will confer as to the most appropriate location within the design scope to transition the design from a four -lane designation to a two -lane designa- tion, west of the intersection of Twin Peaks Road and Saguaro Highlands Drive. Within the Twin Peaks Design area, the design of turn lanes and storage lengths on Twin Peaks Road and intersecting roadways shall be based on recommendations made in the Town - approved December 2004 Traffic Impact Analysis prepared for the Project, or any subsequent versions that may be provided by the Developer and accepted by the Town. 2.4.2. Twin Peaks Road Construction The Developer shall design and construct Twin Peaks Road to one -half of its four -lane arterial road cross - section along the entire frontage of the Project from its west boundary to its east boundary. 2.4.2.1. The scope of construction shall include the installation of westbound right - turn lanes and eastbound left -turn lanes at Twin Peaks Road's intersection with Saguaro Peaks Boulevard and Saguaro Highlands Drive. 2.4.2.2. The Developer and the Town may mutually elect to construct interim im- provements to provide a more functional condition prior to the completion of permanent Twin Peaks Road construction. 2.4.2.3. The Developer shall not be responsible for costs associated with elements of construction required by the Town, Pima County, or any other governmental authority to protect or accommodate native species. 2.4.3. Twin Peaks Road Traffic Signal The Developer shall design, construct and install (or fund the cost of) a three- legged traffic signal at the intersection of Twin Peaks Road and Saguaro Peaks Boulevard when it builds the Twin Peaks Road improvements (see Sec- tion 3.4.4 below). 2.4.4. Lambert Lane The Developer shall design and construct Lambert Lane from Air- line Road to a point 4,900 feet east of Airline Road to the Town's standards for a two -lane rural collector, as shown on the cross - section set forth in Exhibit H , including: 2.4.4.1. Realignment of the curved segment of Lambert Lane located between 4,130 feet and 4,900 feet east of Airline Road; 100025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -6- 2.4.4.2. Addition of westbound left -turn lanes at all of the Project's streets that inter- sect Lambert Lane; and 2.4.4.3. An eastbound right -turn lane at the intersection of Lambert Lane and Saguaro Peaks Boulevard. 2.4.5. Airline Road The Developer shall design and construct Airline Road from Avra Valley Road to Lambert Lane to the Town's standards for a two -lane rural collector, as shown on the cross - section set forth in Exhibit H , including a southbound left -turn lane at the Lambert Lane intersection. 2.4.6. Payment in Lieu The Developer and the Town may mutually choose to enter into a payment -in -lieu agreement for any or all of the Transportation Improvements. 2.5. Public Recreational Amenities The Developer shall construct approximately 42 acres of "Public Recreational Amenities" within the area encompassed by the Saguaro Springs Block Plat, consisting of the Park (addressed in Section 2.6 below) and the Trails (addressed in Sec- tion 2.8 below). 2.6. The Park The Developer shall design and construct public park improvements and amenities as depicted on Exhibit I attached to this Development Agreement (the "Park") on the Park Site consistent with the less restrictive of the Town's Parks and Recreation Department Standard Specifications and Details for Park Development in effect as of the date of this Devel- opment Agreement or the Town's Parks and Recreation Department Standard Specifications and Details for Park Development in effect at the time development occurs, as follows: 2.6.1. The Parties will use their best efforts to enter into a "Park Master Planning Proc- ess" to address scope, amenities, budgeting, etc., of the Park, consistent with the following general principles: 2.6.1.1. The Developer shall not be required to contribute more than $2,500,000 to- ward the design and construction of the Park. This amount shall not include the value of the land dedicated for the Park. 2.6.1.2. Saguaro Springs Block Plat Block A (Retention /Detention Basin) (the `Ba- sin") will provide approximately 20 acres of usable space for ball field development and other recreational amenities. 2.6.1.3. The athletic fields within the Park site shall be lighted in a manner consistent with the Town of Marana Lighting Ordinance. 2.6.1.4. The Basin bottom shall have a width of approximately 340 feet with slopes constructed at a 4 to 1 ratio (horizontal to vertical). 2.6.1.5. The Basin floor shall have a minimum slope of one -half of one percent (0.005 %) and both the floor and slopes shall have a turf surface. 2.6.1.6. The approximately 6.67 acres of the adjoining Saguaro Springs Block Plat Block 5 may include parking, a ramada, restroom facilities, etc. 2.6.1.7. The Park Master Plan shall integrate the MUSD School Site and the portion of the Park located on Saguaro Springs Block Plat Block 5. {00025851DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -7- 2.6.1.8. The Park Master Plan shall integrate with development for future Park phases, if any. 2.6.1.9. Unless otherwise agreed to by the Town and the Developer, the Park shall be accessed directly from Saguaro Highlands Drive, with no direct access allowed from resi- dential lots by access gates or other means. 2.6.1.10. The size, dimensions, uses and other aspects of the Park may be modified by written memorandum signed by the Developer and the Town Manager. 2.6.2. Upon the conclusion of the Park Master Planning Process, the Developer shall submit landscape plans and improvements plans for the Park to the Town's Parks and Rec- reation Director for review and approval. 2.6.3. Upon completion of the Park (or Separately - Useable Portion) in accordance with the approved landscape plans and improvement plans, the Developer shall transfer ownership of all Park improvements (or the Separately- Useable Portion) to the Town by bill of sale or other documentation reasonably requested by the Town. 2.6.4. Sections 1.8 and 1.9 above shall apply with respect to the acceptance and warranty of the Park (or any Separately - Useable Portion). 2.6.5. The term "Separately- Useable Portion" shall refer to a phase or group of Park im- provements which the Town Parks and Recreation Director or Town Manager agrees in writ- ing are separately useable by and useful to the public without the completion of the remain- ing Park improvements. 2.6.6. Each homebuilder shall disclose in writing in its sales documents to residential home buyers within the Project that the athletic fields within the Park will be lighted. The disclosure may be included in the subdivision public report provided to home buyers as re- quired by the Arizona Department of Real Estate. This notice obligation does not apply to re- sales by residential homeowners within the Project. 2.6.7. The final subdivision plats for Saguaro Springs Block Plat Blocks 2A, 4, 5 and 6 shall include a general note disclosing that the athletic fields within the Park will be lighted. 2.7. Drainage and Retention Areas The Owner and its predecessors -in- interest have dedi- cated to the Town and have substantially completed construction of the drainage and retention areas depicted on the Saguaro Springs Block Plat as Block A, Block B, Block C, and Block D, consisting of about 75.75 acres of land (the "Drainage and Retention Areas "). Saguaro Springs Block Plat Block A, encompassing approximately 22.59 acres (the "Basin "), is part of the Park Site. The Drainage and Retention Areas shall provide open space to enhance the appearance of the Project. 2.8. The Trails The Developer shall construct public trails (the "Trails ") within the Drainage and Retention Areas in accordance with the following: 2.8.1. The Developer shall be given credit for 45 square feet of Public Recreational Amenities (see Section 2.5 above) for every linear foot of Trails constructed within the Drainage and Retention Areas. 2.8.2. Except as otherwise modified by written memorandum signed by the Developer and the Town Manager, primary Trails constructed within or adjacent to the Drainage and {00025853.DOC / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -8- Retention Areas shall be predominantly ten feet wide and shall be paved, and secondary Trails shall be less than ten feet wide and may be "soft trails" such as stabilized decomposed granite or equivalent materials. 2.8.3. All Trails shall incorporate adjoining landscaping but are not required to be fully improved "greenways." 2.8.4. Upon completion of the Trails, the Owner shall transfer ownership of all Trails im- provements within the Drainage and Retention Areas to the Town by bill of sale or other documentation reasonably requested by the Town. 2.8.5. The Developer, the Saguaro Springs CFD, or any property owners association des- ignated by the Developer shall be responsible for maintaining the Trails within the Drainage and Retention Areas so long as a valid landscaping license agreement remains in effect be- tween the Town and such entity. 2.9. Median Landscapes As a condition to the Developer's development of the Project, the Developer shall construct and install median landscaping within the Project in accordance with the Town's then applicable standards. Landscaping will be designed for low maintenance, em- ploying native materials installed in a natural manner as opposed to more formal plantings that require a higher level of maintenance. Landscaping installed within rights -of -way adjoining and within the Project will be maintained by a property owners association or similar entity so long as a valid landscaping license agreement remains in effect between the Town and such entity. 2.10. ASLD Drainage Channel Improvements The Owner's predecessor -in- interest, the Ari- zona State Land Department (the "ASLD "), and the Town are parties to that certain Drainage Channel Agreement dated September 2006 filed in ASLD File No. 56- 111572 (the "Drainage Channel Agreement "), which provides that the developer will construct an off -site drainage out - fall channel and associated improvements on the ASLD land immediately west of the Property (the "ASLD Drainage Channel Improvements "). The ASLD Drainage Channel Improvements are part of the Incomplete Infrastructure Improvements (see Section 2.11 below). The Town submitted to the ASLD an application for a ten -year right -of -way for drainage purposes. The Owner's predecessor -in- interest did not complete the ASLD Drainage Channel Improvements to the Town's satisfaction and, therefore, the ASLD never issued the right -of -way as provided by the Drainage Channel Agreement. The Owner, the Developer, and the Town shall promptly con- fer in good faith to determine a cost - effective and quality solution for completion of the ASLD Drainage Channel Improvements in accordance with Section 2.11 below and, thereafter, the Owner and /or the Developer will make application to ASLD for a right of entry, or such other instrument as ASLD may require, to complete the ASLD Drainage Channel Improvements. Fol- lowing consultation with the ASLD, the Owner and /or the Developer, on behalf of the Town, will make a renewed right -of -way application with the ASLD for a drainage easement of ten or more years in the location of the ASLD Drainage Channel Improvements. The Owner and /or the Developer will pay all of the actual out -of- pocket costs and expenses incurred by the Town in connection with the acquisition of the right -of -way easement for drainage purposes, including, without limitation, application fees, surveying fees, engineering fees, inspection fees, and right - of -way acquisition costs, not otherwise paid to ASLD or bonded by the Owner's predecessor -in- interest. In connection with the right -of -way application, the Town will cooperate with the Owner, the Developer and ASLD to grant to ASLD development rights for the benefit of the re- {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -9- mainder of the ASLD land that are consistent with its improved development potential resulting from the ASLD Drainage Channel Improvements. 2.11. Incomplete Infrastructure Improvements The Parties acknowledge that various Infra- structure Improvements and subdivision improvements were partially constructed by the Owner's predecessors -in- interest, or were not constructed by the Owner's predecessors-in - interest in accordance with the Town's approved plans and specifications. These improvements include Saguaro Peaks Boulevard and associated improvements, Saguaro Highlands Drive and associated improvements, public infrastructure improvements within Saguaro Springs Block Plat Blocks 8A, 8B and 4, an on -site system of drainage channels and associated improvements, the ASLD Drainage Channel Improvements and associated improvements, a water distribution sys- tem including in- ground infrastructure and well site, pump station and storage tank, and a wastewater collection system including in- ground infrastructure, lift station and force main (the "Incomplete Infrastructure Improvements "). As a condition to the Developer's development of the Project, the Developer shall complete or replace the Incomplete Infrastructure Improvements to the reasonable satisfaction of the Town based on industry standards for engineering, design, construction and utility of such classes of infrastructure improvements and the Town shall accept the applicable components of the Incomplete Infrastructure Improvements as public infrastruc- ture and provide final approval and release of assurances for the applicable Incomplete Infra- structure Improvements. The Town and the Developer agree to confer in good faith toward cost - effective and quality solutions for completion or replacement of the Incomplete Infrastructure Improvements. The Developer may contract with outside consultants and /or conduct materials testing in an effort to best understand the current conditions and to identify the most cost - effective solutions for completion and /or remediation of the Incomplete Infrastructure Improve- ments. The Town agrees to consider and assess in good faith any such viable solutions so long as the solutions result in completed improvements that meet Town standards for acceptance, main- tenance, performance and operation. Article 3. Project Phasing. 3.1. Initial Phase The first phase of the Project was originally intended to include 611 resi- dential lots and associated improvements within Saguaro Springs Block Plat Blocks 8A, 813, and 4. Phase IA of the Project will now encompass Block 8B only. The Lots within Blocks 8A and 4 will comprise Phase IB of the Project, either separately in either order or together. Phases IA and 1B (the combination of Blocks 8A, 813, and 4) contain 611 total residential lots. 3.2. Phase IA - Block 8B . The following items shall be completed prior to the Town releas- ing the Developer from its subdivision assurances, including any partial subdivision assurance releases: 3.2.1. The completion of the Incomplete Infrastructure Improvements located within or directly benefiting Block 8B. 3.2.2. The completion of Saguaro Peaks Boulevard from Twin Peaks Road to Hidden Sa- guaro Trail. 3.2.3. The completion of Hidden Saguaro Trail from Saguaro Peaks Boulevard to its ter- minus at the drainage channel at the northeast corner of Block 8B. 3.2.4. Application of a slurry seal coating or some other form of roadway topping accept- able to the Town over all of Saguaro Highlands Drive, from Saguaro Peaks Boulevard to {00025853.DOC / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM - 10- Twin Peaks Road, and Saguaro Peaks Boulevard from Hidden Saguaro Trail to Saguaro Highlands Drive. 3.2.5. The completion of the Project's water Infrastructure Improvements in accordance with the separate water service agreement. 3.2.6. The completion of the Project's wastewater Infrastructure Improvements in accor- dance with the separate sewer service agreement. 3.2.7. The substantial completion of functional Project on -site drainage Infrastructure Improvements, excluding non - drainage infrastructure located in the Drainage and Retention Areas (such as landscaping, Trails, the Park, open space, etc.). 3.2.8. The completion of the ASLD Drainage Channel Improvements. 3.3. Phase 1B - Block 4 and /or 8A . The Developer intends to develop residential lots in Block 8A and /or Block 4 sequentially in either order or together as the market dictates as Phase 1B of the Project. The following items shall be completed prior to the Town releasing the owner from its subdivision assurances within Block 8A or Block 4, including any partial subdivision assurance releases. 3.3.1. The construction of the applicable subdivision improvements. With respect to con- struction of the subdivision improvements, each Block in Phase 1B will be considered inde- pendently of one another. 3.3.2. The construction of Saguaro Highlands Drive, from Saguaro Peaks Boulevard to Twin Peaks Road. 3.3.3. The construction of Saguaro Peaks Boulevard from Hidden Saguaro Trail to Sa- guaro Highlands Drive. 3.4. Future Phasing The phasing of future development of the Project will be determined in the future as the market dictates. However, the following items will be phased as follows: 3.4.1. Saguaro Peaks Boulevard Construction of the unfinished portion of Saguaro Peaks Boulevard, from Saguaro Highlands Drive to Lambert Lane will be completed prior to the is- suance of a permit (other than a model home permit) in any Block other than Blocks 8A, 8B, and 4, i.e., prior to the Town's issuance of the 612 single - family residential building permit within the Project). 3.4.2. Lambert Lane East The Developer will commence construction of the east phase of Lambert Lane from the intersection of Lambert Lane and Saguaro Peaks Boulevard east to a termination point 4,900 feet east of Airline Road prior to the issuance of the 800 single - family residential building permit within the Project. 3.4.3. Public Park The Developer will commence construction of the Park improvements prior to the issuance of the 1,000' single - family residential building permit within the Pro- ject. 3.4.4. Twin Peaks Road The Developer shall not be required to commence construction of its half - street improvements for Twin Peaks Road until after the third anniversary of the date this Development Agreement is recorded. Thereafter, the Developer shall commence construction within 90 days after receipt of the Town's written notice to the Developer to be- gin construction of the Twin Peaks Road improvements. The Town's written notice to begin {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM - 11 - construction includes an implied Town representation that the Town has secured all neces- sary right -of -way and easements necessary to construct the improvements in accordance with the approved plans and specifications. The Town shall indemnify and hold harmless the Owner and the Developer from and against all construction claims and third -party claims re- sulting from the Town's failure to secure property rights needed for the construction. The Town will give written notice to the Developer to begin construction of the Twin Peaks Road improvements at the earlier of: 3.4.4.1. the issuance of the 1,200 single- family residential building permit within the Project, or 3.4.4.2. within one year after the Town notifies the Developer in writing that Twin Peaks Road exceeds 12,000 Average Daily Trips based on a current traffic report. 3.4.5. Lambert Lane West /Airline Road The Developer will complete construction of Lambert Lane West /Airline Road at the earlier o£ (i) the issuance of the 1,500 single- family residential building permit within the Project, or (ii) prior to the issuance of the first single - family residential building permit (other than a model home permit) in Block 1 of the Project. Article 4. Other Matters Relating to Improvements. 4.1. Road Permits and Right -of -Way Acquisition All rights -of -way necessary from property within the Project owned by the Owner for the construction of the Transportation Improvements shall be or have been provided at no cost to the Town. The Town shall acquire all other rights -of- way and all permits necessary for the construction of the Transportation Improvements. 4.2. Water Improvements The Town and the Owner's predecessor -in- interest entered into that certain Development Agreement for Construction of Water Facilities and Provision of Water Utility Service dated February 12, 2001, and recorded in Docket 11742 at Page 2771, Official Records of Pima County, Arizona, as amended (the "Water Service Agreement "). In connection with its obligations under the Water Service Agreement, the Owner's predecessor -in- interest constructed an eight inch water main from the north boundary of the Project through the right -of- way for Silverbell Road to the Town's existing La Puerta del Norte water main, in accordance with plan set PRV -99 -055 approved by the Town's Water Department (the "Water Main Im- provements"). The construction and installation of the Water Main Improvements satisfies the Developer's obligation to complete all onsite and offsite water utilities infrastructure required by agreements for installation of subdivision water utilities infrastructure for the subdivisions that constitute the Project. The Parties agree to confer in good faith to amend the Water Service Agreement or enter into a new agreement that will supersede the Water Service Agreement to reflect the current status and planning of the Project. 4.3. Wastewater Improvements As of the date of this Agreement, the Town plans to provide wastewater service to the Project, but does not have all of the necessary governmental permits, licenses and approvals to do so. Until the Town has all of the necessary governmental permits, licenses and approvals, the Town understands and agrees that the Developer must obtain waste- water services for the Project from Pima County. The Town acknowledges that wastewater infra- structure necessary for the Project to be served by Pima County has already been installed and substantially completed. If the Town becomes the wastewater utility service provider for the Pro- ject, the Town will not require the Owner or the Developer to pay for, or construct or install, any wastewater infrastructure improvements that are needed to transition wastewater utility service {00025853.DOC / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -12- for the Project from Pima County to the Town. If it is unclear whether Pima County or the Town is the wastewater utility service provider for the Project when the Developer requests wastewater service, the Developer may obtain wastewater services from the entity that the Developer deter- mines to be most beneficial to the Project. If the Developer enters into a wastewater services agreement with Pima County and the Town later becomes the sewer service provider for the Pro- ject, the Town will assume the obligations of Pima County under any wastewater services agreement between the Owner or the Developer and Pima County and the Town will not require the Owner or the Developer to pay for, or construct or install, any wastewater infrastructure im- provements other than those wastewater infrastructure improvements required under the waste- water services agreement between the Owner or the Developer and Pima County and will not require any modifications, betterments or changes to any wastewater infrastructure improve- ments constructed and installed by the Developer that met Pima County's standards and re- quirements at the time of construction or were accepted by Pima County. 4.4. Right of Entry for Park and Trails Construction The Town hereby grants the Developer a right of entry to enter upon the Park Site and the Drainage and Retention Areas for the pur- poses of constructing the Park and the Trails; provided, however, that the Developer shall obtain all necessary permits and shall comply with the following during the construction of the Park and the Trails: 4.4.1. The Developer shall defend, indemnify and hold harmless the Town, its officers, agents, and employees from and against any and all bodily injury, death or property damage arising out of the Developer's negligent acts or omissions in connection with the Developer's or its contractors' entry onto the Park Site and the Drainage and Retention Areas during the construction of the Park and the Trails. 4.4.2. The Developer (or the applicable property owners' association) shall obtain liabil- ity insurance covering the Park Site and the Drainage and Retention Areas in minimum amounts of $1,000,000.00 general liability per occurrence with a minimum $2,000,000.00 general aggregate limit per occurrence. This insurance shall remain in force until the Town formally accepts the Park and the Trails. The Town shall be named as an "additional insured" under the liability insurance policy and shall be given at least 30 calendar days' written no- tice prior to cancellation. Before the Developer begins any work on the Park Site or the Drainage and Retention Areas, one or more certificates of insurance evidencing coverage as described in this paragraph shall be filed with the Town, care of the Marana Legal Depart- ment, Real Property Services Division, 11555 West Civic Center Drive Bldg A3, Marana, Arizona 85653 -7006. The Developer shall also file all certificates of insurance each time the policy is updated or extended. 4.4.3. The Developer (or the applicable property owners' association) shall be responsi- ble to provide security for the Park and the Trails during construction. 4.5. Access for Construction of Improvements The Developer, its agents and employees, shall have the right to enter and remain upon and cross over any Town easements or rights -of- way to the extent reasonably necessary to facilitate construction, or to perform necessary mainte- nance or repairs of Infrastructure Improvements subject to the terms and conditions in Chapter 12 -7 ( "Construction in town rights -of- way ") of the Marana Town Code (or the applicable provi- sions of the Marana Town Code in effect at the time development occurs if less restrictive) and upon obtaining all necessary permits. {00025853.DOC / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM - 13 - 4.6. Right -of -Way Abandonment The Town shall abandon any unnecessary public rights -of- way or easements currently located on the Property, as necessary to implement the Infrastructure Plan, in conformance with applicable Arizona law and Town ordinances, resolutions and rules in effect at the time of abandonment. 4.7. Right -of -Way Acquisition The Town shall cooperate reasonably with the Owner and the Developer and assist the Owner and the Developer to acquire any public rights -of -way or public easements needed to implement the Infrastructure Plan, in a manner consistent with the follow- ing: 4.7.1. The Owner or the Developer shall use commercially reasonable efforts to acquire any and all property rights needed for the utilities and other Infrastructure Improvements serving the Property, including, without limitation, any easements under and across North Quarry Road. 4.7.2. If the Owner or the Developer is unable to obtain any necessary property rights on commercially reasonable terms and conditions, the Owner or the Developer may notify the Town in writing requesting the Town to exercise its power of eminent domain to acquire the necessary property rights. 4.7.3. Upon receiving notice from the Owner or the Developer, the Town shall obtain and provide to the Owner or the Developer a cost estimate for completing the appraisal, any nec- essary land surveying or legal description preparation, and title work (litigation guarantee) for the acquisition. 4.7.4. Upon the Owner or the Developer's deposit with the Town of funds sufficient to cover the costs set forth in Subsection 4.7.3 above, the Town shall promptly initiate the ap- praisal of the property rights. 4.7.5. Once the appraisal is obtained, if the Owner or the Developer elects to have the Town proceed with the eminent domain proceeding, the Owner or the Developer shall de- posit with the Town an amount equal to the appraised value of the property rights and the Town's reasonable estimate of the actual out -of- pocket attorneys' fees and costs to prosecute the eminent domain proceedings. If the Town uses its in -house counsel to prosecute the emi- nent domain proceedings, "actual out -of- pocket attorneys' fees" shall be calculated at $100 per hour of attorney time and $40 per hour of paralegal time. If the Town is unable to use its in -house counsel to prosecute the eminent domain proceedings, the Town will use the proce- dure set forth in Section 1.6 above to select outside counsel. 4.7.6. Upon the Owner or the Developer's deposit with the Town of funds sufficient to cover the costs set forth in Subsection 4.7.5 above, the Town shall promptly make the offer required under A.R.S. § 12- 1116(A), and if the offer is not timely accepted, file a condemna- tion lawsuit in Pima County Superior Court to obtain the necessary property rights. 4.7.7. If the Town exercises its power of eminent domain pursuant to this Section 4.7 at the request of the Owner or the Developer, the Owner or the Developer shall pay all reason- able costs of expenses of such condemnation action, including, without limitation, the con- demnation award, costs of litigation (including without limitation expert witness fees), and reasonable attorneys' fees. 4.7.8. If the Town settles an eminent domain lawsuit brought pursuant to this Section 4.7, the Owner or the Developer shall pay the settlement costs, provided that those costs do not {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -14- exceed the higher of (a) 120% of the appraised value of the condemnation parcel or (b) an amount approved by the Owner or the Developer. 4.7.9. The Town will not withhold building permits or final inspections (certificates of occupancy), or prohibit the sale, of homes while property rights are being acquired in a man- ner consistent with this Section 4.7 and so long as the homes have continuous, safe and legal vehicular access and continuously available water, sewer, and electric utility service. 4.8. Joint Town Eminent Domain Action The Town, in its sole and absolute discretion, may choose to acquire property rights beyond those the Owner or the Developer has requested pursu- ant to Section 4.7 above. If it does so, the Town shall be responsible for all costs and expenses related to that eminent domain action, including, without limitation, any final judgment or set- tlement amount. If the Town prosecutes an eminent domain action for these additional property rights against the same private property owner whose rights are being acquired pursuant to Sec- tion 4.7 above, the Town may acquire all of the needed property rights in a joint prosecution of the eminent domain actions, and the Parties shall share the joint costs on an equitable basis as determined by the Owner or the Developer and the Town. 4.9. Sa uaro Springs CFD The Saguaro Springs CFD was created to finance the construction and/or acquisition of certain "public infrastructure" (as that term is defined in A.R.S. § 48 -701) benefiting the Project. 4.9.1. The policies and financial terms and Owner and Developer security obligations for the Saguaro Springs CFD shall be similar to and consistent with the District Development, Financing Participation and Intergovernmental Agreement approved by the Saguaro Springs CFD Board of Directors on September 4, 2007, with such modifications as the Parties mutu- ally approve. 4.9.2. The CFD Development Agreement and the formation documents referenced in Re- cital O above shall govern all matters relating to the Saguaro Springs CFD. 4.9.3. The Town understands and acknowledges that the Owner acquired the Project through foreclosure and does not have books and records from the prior owners of the Prop- erty pertaining to public bidding. To the extent not prohibited by applicable law, the Parties will include in the CFD Development Agreement provisions to allow public infrastructure appraisal or other evidence of the value of the public infrastructure improvements for pur- poses of reimbursing the Developer for public infrastructure costs of the Project. Alterna- tively, to the extent not prohibited by applicable law, the Saguaro Springs CFD shall acquire the real property interest containing the eligible public infrastructure at the fair market value of the real property interest as improved, including the eligible public infrastructure. 4.9.4. Costs of all public infrastructure improvements constructed or to be constructed for the Project by the Developer or its predecessors -in- interest will be eligible for reimbursement from Saguaro Springs CFD general obligation, special assessment, and revenue bond pro- ceeds at the request of the Developer, subject to the limitations, terms and provisions of the CFD Development Agreement. 4.9.5. For purposes of Saguaro Springs CFD reimbursement eligibility, costs of public in- frastructure improvements may include, without limitation, costs of engineering, permits, fees, surveying, staking, studies, roadway, sidewalk, street lights, traffic signalization, street signage, street lights, water, sewer, storm drainage, drainage and other related expenditures, {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -15- public right -of -way acquisition costs (including, without limitation, attorneys' fees and con- demnation awards or settlement amounts incurred by the Owner or the Developer pursuant to Section 4.7 above), and payments in lieu of these costs, as set forth in and subject to the limi- tations, terms and provisions of the CFD Development Agreement. 4.9.6. Any public infrastructure improvements that are to be constructed, installed, ac- quired or funded by the Developer may be constructed, installed or funded directly by the CFD, or the CFD may acquire the public infrastructure improvements that are constructed, installed, acquired, or funded by the Developer and reimburse the Developer for the cost thereof, subject to the limitations, terms and provisions of the CFD Development Agreement. 4.10. Reimbursement from Others If real property that benefits from the Infrastructure Im- provements (`Benefited Parcel ") is the subject of a rezoning application or other request for gov- ernmental approval involving the exercise of the Town's legislative discretion, the Town shall consider imposing a stipulation or condition requiring the Benefited Parcel to reimburse the De- veloper for the Benefited Parcel's proportionate share of the actual cost incurred by the Devel- oper (and not paid or reimbursed by the Town) in connection with the construction of the Infra- structure Improvements being utilized by the Benefited Parcel. Article 5. The Rights of the Owner and the Developer Regarding Future Town Actions 5.1. Protected Development Rights The protected development rights (as defined in A.R.S. § 9 -1201 paragraph 3) granted pursuant to this Development Agreement and the Development Criteria shall remain in effect and shall not be changed without the agreement of the Owner and the Developer for the term of this Development Agreement. 5.2. Development Impact Fee Credits Based on the cost identified in the infrastructure im- provements plan supporting a Town - adopted development impact fee, the Town shall provide a credit toward the payment of the Town - adopted development impact fee for the Owner or the Owner's predecessor -in- interest's dedication of public sites, and construction or installation of improvements and other necessary public services (or in -lieu payments) included in the Town infrastructure improvements plan supporting the Town - adopted development impact fee and for which a Town - adopted development impact fee is assessed. For purposes of this paragraph, pub- lic sites, improvements and other necessary public services includes any public improvements or publicly dedicated lands addressed in this Development Agreement and any other public im- provements of the type constructed by the Developer or public land dedicated, and any in -lieu payments made, by the Owner or the Developer for which the Town has adopted a development impact fee. Credits shall be provided as required by A.R.S. § 9- 463.05, as it may be amended. The Developer is not required to comply with the statutory public procurement procedures in or- der to receive development impact fee credits. At the Developer's option, no portion of the de- velopment impact fee credits applicable to the Park (see Section 2.6, including the publicly dedi- cated lands for the Park) shall be allocated to Saguaro Springs Block Plat Block 1 (or designated portions of Block 1). 5.3. No Moratorium To allow the Developer to have a predictable source of funds to amor- tize the cost of the Infrastructure Improvements, the Town shall not impose a moratorium against any development on the Property that is consistent with the Development Criteria or this Devel- opment Agreement. This prohibition includes any restriction, condition or any other method that will delay or limit the rate, timing or sequencing of the planning, development, construction, use or disposition of any part of the Property. This prohibition shall not apply to the extent that a {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -16- limitation may be necessary for the Town (a) to comply with the minimum mandatory require- ments of state or federal laws and regulations that the Town is legally required to adopt and en- force to the extent that this Development Agreement cannot be amended to allow compliance with the minimum requirements of such state or federal laws or regulations; (b) to alleviate le- gitimate severe threats to public health and safety of the citizens of the Town not related to the Infrastructure Improvements; or (c) to enforce floodplain restrictions before a letter of map revi- sion (revising a flood insurance rate map) becomes effective. Any such limitations shall not be arbitrary, and it shall be the most minimal and least intrusive possible. 5.4. Vested Rights Nothing in this Development Agreement shall preclude the Owner or the Developer from claiming that the Developer has vested rights to complete the development of the Project in accordance with currently- applicable regulations based on the significant invest- ment and improvements made on the Property by the Owner and its predecessors in interest. These claimed vested rights include, but are not limited to, the uses and the range of densities and intensities of uses provided in the Development Criteria. Article 6. Cooperation and Alternative Dispute Resolution. 6.1. Appointment of Representatives To further the commitment of the Parties to cooperate in the implementation of the Zoning Ordinances and this Development Agreement, the Parties each shall designate and appoint a representative to act as a liaison between the Town and its various departments and the Owner and the Developer. The initial representative for the Town (the "Town Representative ") shall be Kevin Kish or a replacement party to be selected by the Town Manager, and the initial representative for the Owner and the Developer (the "Developer Representative ") shall be Brian Baehr or a replacement project manager 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 Development Agreement and the development of the Pro- ject pursuant to the Zoning Ordinances, this Development Agreement, and the MDC. 6.2. Default; Remedies If either Party defaults (the "Defaulting Party ") with respect to any of that Party's obligations under this Development Agreement, the other Party (the "Non - Defaulting Party ") shall be entitled to give written notice in the manner prescribed in Section 8.1 below to the Defaulting Party, which notice shall state the nature of the default claimed and make demand that such default be corrected (the "Dispute "). The Defaulting Party shall then have (i) 20 days from the date of the notice of the Dispute within which to correct the default if it can reasonably be corrected by the payment of money, or (ii) 30 days from the date of the no- tice of the Dispute 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 30 days, then such longer period as may be reasonably required, provided and so long as the cure is promptly com- menced within such 30 -day period thereafter diligently prosecuted to completion. If any default is not cured within the applicable time period set forth in this Section, then the Non - Defaulting Party shall be entitled to begin the mediation and arbitration proceedings set forth in Sections 6.3 and 6.4 below. The Parties agree that due to the size, nature and scope of the Project, and due to the fact that it may not be practical or possible to restore the Project to its condition prior to the Developer's development and improvement work, once implementation of this Development 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 Development Agree- ment. This Section shall not limit any other rights, remedies, or causes of action that either Party may have at law or in equity. A default by one Developer shall not constitute a default by any {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -17- other Developer and the Town may not withhold or delay issuance of building permits or certifi- cates of occupancy or other permits, approvals or licenses from one Developer due to the default of another Developer. Nothing in this paragraph shall be construed to require the Town to issue a permit or grant a development approval to the Owner or the Developer (or their successors or assigns) if a successor or assignee fails to commence or complete improvements required by this Development Agreement prior to issuance of the permit or granting of the approval. For exam- ple, if the Owner or the Developer (or their successors or assi ns) do not commence construction of the Park improvements prior to the issuance of the 1,000 single - family residential building permit within the Project pursuant to Section 3.4.3 above, the Town may thereafter withhold residential building permits from all Owners and Developers (and their successors and assigns) within the Project until the Park improvements are commenced. 6.3. Mediation If there is a Dispute that the Parties cannot resolve between themselves, the Parties agree that there shall be a 45 -day moratorium on arbitration during which time the Parties agree to attempt to settle the dispute by non - binding mediation before commencement of arbitra- tion. The mediation shall be held under the commercial mediation rules of the American Arbitra- tion Association ( "AAA "), but not under the auspices of the AAA. The matter in dispute shall be submitted to a mediator mutually selected by the Developer and the Town. If the Parties cannot agree upon the selection of a mediator within seven days, 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 es- tate development. The cost of any such mediation shall be divided equally between the Town and the Developer. The results of the mediation shall be non - binding on the Parties, and any Party shall be free to initiate arbitration after the moratorium. 6.4. Mandatory Arbitration After mediation, as provided for in this Article, any dispute, con- troversy, claim or cause of action arising out of or relating to this Development Agreement shall be settled by submission of the matter by both Parties to binding arbitration in accordance with the rules of the AAA and the Arizona Uniform Arbitration Act, A.R.S. § 12 -501 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdic- tion. The arbitration shall be held under the rules of the AAA, but not under the auspices of the AAA. The matter in dispute shall be submitted to an arbitrator mutually selected by the Devel- oper and the Town. If the Parties cannot agree upon the selection of an arbitrator within seven days, 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 inde- pendent arbitrator. The arbitrator selected shall have at least ten years' experience in arbitrating disputes relating to real estate development. Article 7. Lender Protection. 7.1. Notices The Owner and the Developer shall have the right at any time, and as often as they desire, to finance the Property and to secure the financing with a lien or liens against the Property. Subject to notice to the Town by the lender ( "Lender ") as to the name, address, facsim- ile number, e-mail address or other means of communication for notice purposes, of the Lender, the Town shall use good faith efforts to give notice to Lender of any default or Dispute at the same time the Town gives notice of the same default or Dispute to the Developer. 100025853.DOC / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -18- 7.2. Collateral Assi ng ment Notwithstanding any other provision of this Development Agreement, the Owner or the Developer may assign all or part of its rights and duties under this Development Agreement to any financial institution from which the Owner or the Developer has borrowed funds for use in acquiring the Property or constructing the Infrastructure Improvements or otherwise developing the Property without such financial institution assuming the obligations of the Owner or the Developer under this Development Agreement, but without releasing the Owner or the Developer from its obligations under this Development Agreement. 7.3. Estoppel Certificate Within 30 days following any written request by either the Town, the Owner, the Developer, Lender or any prospective Lender, which request can be made from time to time, the other shall confirm the following in writing to the requesting party and /or its prospective investors, purchasers, lenders or encumbrancers, that (a) this Development Agree- ment is unmodified and in full force and effect (or reasons why it is not); (b) there are no un- cured Defaults under this Development Agreement (or reasons why there are); and (c) any other information reasonably requested by the requesting party. Article 8. Notices and Filings. 8.1. Manner of Serving All notices, filings, consents, approvals and other communications provided for herein or given in connection herewith shall be validly given, filed, made, transmit- ted or served if in writing and delivered personally or sent by registered or certified United States mail, postage prepaid, if to: The Town: Town of Marana Town Manager 11555 North Civic Center Drive Building A3 Marana, Arizona 85653 With a required copy to: Town of Marana Town Attorney 11555 North Civic Center Drive Building A3 Marana, Arizona 85653 The Owner: Marana 670 Holdings, LLC 7377 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258 Attention: Clesson Hill With required copy to: Fennemore Craig, P.C. 3003 North Central Avenue Suite 2600 Phoenix, AZ 85012 -2913 Attention: Jay S. Kramer {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -19- Twin Peaks Development: Twin Peaks Development, Inc. 7377 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258 Attention: Brian Baehr With required copy to: Fennemore Craig, P.C. 3003 North Central Avenue Suite 2600 Phoenix, AZ 85012 -2913 Attention: Jay S. Kramer or to such addresses as either Party hereto may from time to time designate in writing and deliver in like manner. Any such notice shall be deemed given and received upon personal delivery against a signed acknowledgment of receipt or affidavit of delivery or three business days after deposit in the United States mail in the manner provided above. Article 9. General Terms and Conditions. 9.1. Annexation From time to time the Owner may add all or any portion of the Excluded Property to the Property by recording an annexation certificate that describes the land and states that the land is being added to the Property and is subjected to this Development Agreement. An annexation certificate shall be signed and acknowledged by the Owner and the fee simple title owner of the land to be annexed, if not the Owner, and recorded in the office of the Pima County Recorder. Upon annexation of any of the Excluded Property in accordance with this paragraph, the annexed land shall thereafter be subject to this Development Agreement and shall be auto- matically de- annexed from the Prior Development Agreement. 9.2. Term If not sooner terminated, this Development Agreement shall automatically termi- nate and shall thereafter be void for all purposes on December 31, 2031. If the Parties determine that a longer period is necessary for any reason, the term of this Development Agreement may be further extended by written agreement executed by the Parties. 9.3. Waiver No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by the Town, the Owner, or the Developer of the breach of any covenant of this De- velopment Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Development Agreement. 9.4. Attorneys' Fees In case of any Dispute, the Party prevailing in any arbitration, court ac- tion or other proceeding shall be paid all reasonable costs, expert witness fees, litigation related costs and reasonable attorneys' fees by the non - prevailing Party, and if any judgment is secured by the prevailing Party, all such costs and fees shall be included in the judgment, such fees to be set by the arbitrator or court and not by a jury. Nothing in the use of the word "court" in the pre- ceding sentence shall constitute a waiver of Section 6.4 above, requiring disputes to be resolved by binding arbitration. 9.5. Counterparts This Development Agreement may be executed in two or more counter- parts, 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. {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -20- 9.6. Headings The descriptive headings of this Development Agreement are intended to be used to assist in interpreting the meaning and construction of the provisions of this Development Agreement. 9.7. Recitals The recitals set forth at the beginning of this Development Agreement are hereby acknowledged, confirmed to be accurate and incorporated here by reference. 9.8. Exhibits Any exhibit attached hereto shall be deemed to have been incorporated herein by this reference with the same force and effect as if fully set forth in the body hereof. 9.9. Further Acts Each of the Parties shall execute and deliver all such documents and per- form all such acts as reasonably necessary, from time to time, to carry out the matters contem- plated by this Development 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 Project by the Developer and its successors. 9.10. Future Effect 9.10.1. Time of the Essence Time is of the essence of this Development Agreement. All of the provisions hereof shall inure to the benefit of and be binding upon the successors, as- signs and legal representatives of the Parties. 9.10.2. Successors and Assigns This Development Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties pursuant to A.R.S. § 9- 500.05 (D). Upon the conveyance of all or any portion of the Project (other than a Public Lot, as defined in Section 9.10.3 below), all of the Owner's (or its successor's) right, title, in- terest, duties, obligations and liabilities under this Development Agreement with respect to the portion of the Project conveyed and first arising after the effective date of such convey- ance shall automatically be assigned to, and assumed by, the purchaser of the property. The assigning Owner (or its successor) shall automatically be relieved of all duties, obligations and liabilities arising from and after the effective date of such conveyance with respect to the portion of the Project conveyed. Notwithstanding the foregoing, the Owner (or its successor) and the purchaser of all or any portion of the Project may expressly delineate the rights, du- ties, obligations and liabilities under this Development Agreement being assigned and as- sumed or retained by a written instrument executed by the Owner (or its successor) and the purchaser, and recorded in the Pima County Recorder's office. Nothing in this paragraph shall be construed to require the Town to issue a permit or grant a development approval to the Owner or the Developer (or their successors or assigns) if a successor or assignee fails to commence or complete improvements required by this Development Agreement prior to is- suance of the permit or granting of the approval. For example, if the Owner or the Developer (or their successors or assigns) do not commence construction of the Park improvements prior to the issuance of the 1,000 single - family residential building permit within the Project pursuant to Section 3.4.3 above, the Town may thereafter withhold residential building per- mits from all Owners and Developers (and their successors and assigns) within the Project until the Park improvements are commenced. 9.10.3. Termination Upon Sale to Public It is the intention of the Parties that although recorded, this Development Agreement shall not create conditions or exceptions to title or covenants running with the Property. Nevertheless, in order to alleviate any concern as to the {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -21- effect of this Development Agreement on the status of title to any of the Property, this De- velopment 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 purchaser or user thereof, or any lot or parcel conveyed or dedicated to any governmental authority, utility pro- vider, school district or property owners association (a "Public Lot "), and thereupon such Public Lot shall be released from and no longer be subject to or burdened by the provisions of this Development Agreement. Nothing herein shall limit or affect the validity of docu- ments to be recorded other than this Development Agreement nor of the proposed bond obli- gations and tax assessments which, when imposed upon the Property, shall run with the Property in accordance with applicable laws. 9.11. No Partnership and Third Parties This Development Agreement is not intended to, and nothing contained in this Development Agreement shall, create any partnership, joint venture or other arrangement between the Parties. No term or provision of this Development Agreement is intended to, or shall, be for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder. 9.12. Other Instruments Each Party shall, promptly upon the request of the other, have ac- knowledged and delivered to the other any and all further instruments and assurances reasonably requested or appropriate to evidence or give effect to the provisions of this Development Agree- ment. 9.13. Conflict of Interest This Development Agreement is subject to A.R.S. § 38 -511, which provides for cancellation of contracts in certain instances involving conflicts of interest. 9.14. Imposition of Duty by Law This Development Agreement does not relieve any Party of any obligation or responsibility imposed upon it by law. 9.15. Entire Development Agreement This Development Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Development Agreement. All prior and contemporaneous agreements, representations and understandings of the Parties, oral or written, are hereby superseded and merged into this Development Agreement. 9.16. Amendment No change or addition is to be made to this Development Agreement ex- cept by a written amendment executed by the Parties. Any amendment to this Development Agreement shall be recorded in the Pima County Recorder's office no later than ten days after the Parties have entered into the amendment. 9.17. Names and Plans The Owner shall be the sole owner of all names, titles, plans, draw- ings, specifications, ideas, programs, designs and work products of every nature at any time de- veloped, formulated or prepared by or at the instance of the Owner in connection with the Prop- erty or any Plans, provided, however, that in connection with any conveyance or portions of the Infrastructure as provided in this Development 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. 9.18. Good Standing: Authority The Owner and Twin Peaks Development represent and warrant to the Town that they are duly formed and validly existing under the laws of the state of Arizona. The Town represents and warrants to the Owner and Twin Peaks Development that it is {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -22- an Arizona municipal corporation with authority to enter into this Development Agreement un- der applicable state laws. Each Party represents and warrants that the individual executing this Development Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. 9.19. Severability If any provision of this Development Agreement is declared void, illegal, invalid or unenforceable, such provision shall be severed from this Development Agreement, which shall otherwise remain in full force and effect. If any applicable law or court of competent jurisdiction prohibits or excuses the Town from undertaking any contractual commitment to per- form any act hereunder, this Development Agreement shall remain in full force and effect, but the provision requiring such action shall be deemed to permit the Town to take such action at its discretion, if, however, the Town fails to take the action specified hereunder, the Developer shall be entitled to terminate this Development Agreement with respect to any portion of the Project owned by such Developer. 9.20. Governing Law This Development Agreement is entered into in Arizona and shall be construed and interpreted under the laws of the State 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 6.4 above, requiring disputes to be resolved by binding arbitration. 9.21. Interpretation This Development Agreement has been negotiated by the Parties, and no Party shall be deemed to have drafted this Development Agreement for purposes of construing any portion of this Development Agreement for or against any Party. 9.22. Recordation The Town shall record this Development Agreement in its entirety in the office of the Pima County Recorder no later than ten days after it has been executed by the Par- ties. 9.23. No Owner or Developer Representations Nothing contained in this Development Agreement shall be deemed to obligate the Town, the Owner, or the Developer to commence or complete any part or all of the development of the Property, but remediation of property damages to any Existing Improvements that are public infrastructure improvements shall be required be- fore they are accepted by the Town. 9.24. Approval If any Party is required pursuant to this Development Agreement to give its prior written approval, consent or permission, such approval, consent or permission shall not be unreasonably withheld, delayed or conditioned. 9.25. Force Majeure If any Party shall be unable to observe or perform any covenant or con- dition of this Development Agreement by reason of "force majeure," then the failure to observe or perform such covenant or condition shall not constitute a default under this Development Agreement so long as such Party shall use its commercially reasonable efforts 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 Parry, including, without limita- tion, "acts of God;" strikes, lock -outs, or other disturbances of employer /employee relations; acts of public enemies; orders or restraints of any kind of the government of the United States or any state or subdivision thereof or any of their departments, agencies, or officials, or of any civil or military authority; insurrection; civil disturbances; riots: epidemics; landslides; lightning; earth - {00025853.DOC / 7} SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -23- quakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests; restraints of government and of people; explosions; and partial or entire failure of utilities; financial inability excluded. 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 the Party hereto unfavorable to such Party, shall not constitute failure to use its best efforts to remedy such a condition. 9.26. Definitions Unless otherwise defined in this Development Agreement, all terms used in this Development Agreement shall have the meaning assigned to such terms in the Arizona Community Facilities District statutes, Arizona Revised Statutes Title 48 Article 6 (A.R.S. §§ 48 -701 through 48 -725), so long as such interpretation does not conflict with any other provision of this Development Agreement. IN WITNESS WHEREOF, the Parties have executed this Development Agreement as of the last date set forth below their representatives' respective signatures. THE TOWN: THE OWNER: TOWN OF MARANA an gArina municipal MARANA 670 HOLDINGS, LLC, an Arizona corporation limited liability company By: Grayhawk Holdings Inc., an Arizona By: corporation, Manager Ed *ea, Mayor ATTEST: By: a)- Name: yn C. nson, Town Clerk Title: PPROVE S TO RM: TWIN PEAKS DEVELOPMENT: c TWIN PEAKS DEVELOPMENT, INC., an F nk Ca y; Town Att ey Arizona corporation By: Name: ") Title: VI-Q- Yes zee -4 STATE OF ARIZONA ) County of Maricopa ) The foregoing instrument was acknowledged efore me this lq of , 2011 by "jQ �^ �L, ,the Vlee acknowledged t4,�G� of Grayhawk old , / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -24- ings Inc., an Arizona corporation, the Manager of MARA 670 H OLDINGS, LLC, an Arizona limited liability company, on behalf thereof. t > My commission expires: 1 00 DENISE M. BATISTELLI Notary Public,State of Arizona Maricopa County My Commission Expires January 31, 2014 STATE OF ARIZONA ) County of Maricopa ) The oregoing i strument was acknowledged bedore me this / day of t , 2011 by e/ah &Ae,,,tA. the ✓(ela �'�2tde� of IN E xs DEVELOPMENT, INC., an Arizona corporation, on behalf tlideof. Notary Public My commission expires: DENISE M. BATISTELLI Notary Public,State of Arizone Y„ G Maricopa County -° My Commission Expires Janw4r 31, 2014 100025853.DOC / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -25- LIST OF EXHIBITS Exhibit A Property Legal Description Exhibit B Property Depiction Exhibit C Current MDC R -6 Residential zoning regulations Exhibit D Current MDC R -36 Residential zoning regulations Exhibit E Current Zone C Large Lot Zone zoning regulations Exhibit F Current Zone F Specific Plan (Saguaro Springs Specific Plan) zoning regulations Exhibit G Cross - section for a four -lane collector or arterial roadway (Twin Peaks Road) Exhibit H Cross - section for a two -lane rural collector roadway (Airline Road; Lambert Lane) Exhibit I Park {00025853.DOC / 71 SAGUARO BLOOM DEVELOPMENT AGREEMENT 7/18/20113:28 PM -26- EXHIBIT "A" (Legal Description of Trust Property) PARCEL 1: Blocks 1 through 3, inclusive, Blocks 5 through 7, inclusive, Block 9 and Lots 1 through 9 in Saguaro Springs, as shown on the map recorded in Book 58 of Maps, Page 23, records of Pima County, Arizona; EXCEPT THEREFROM those parts of said Block 5 to be used for a Park Site and a School Site, described as follows: PARK SITE: All that portion of Block 5 of Saguaro Springs, Blocks 1 thru 10 and A thru D and Lots 1 thru 9 and A and B, recorded in Book 58 of Maps and Plats at Page 23 in the office of the County Recorder, Pima County, Arizona, more particularly described as follows: BEGINNING at the Southwest corner of said Block 5; THENCE along the West line of said Block 5 North 14 °24'29" West a distance of 481.02 feet to the beginning of a tangent curve concave to the East having a radius of 30.00 feet and a central angle of 51 °43'31 "; THENCE continuing along said West line and along the arc of said curve to the right a distance of 27.08 feet to a point of tangency on the Northwest line of said Block 5; THENCE along said Northwest line North 37 °19'02" East a distance of 755.61 feet; THENCE continuing along said Northwest line North 36 °22'30" East a distance of 671.15 feet to the beginning of a tangent curve concave to the South having a radius of 30.00 feet and a central angle of 105 °18'35 "; THENCE continuing along said block line and the arc of said curve to the right a distance of 55.14 feet to a point of tangency on the Northeast line of said Block 5; THENCE along said Northeast line South 38 °1855" East a distance of 22.89 feet to a point on a line 60.00 feet Southeast of and parallel with the Northwest line of said Block 5; THENCE along said parallel line South 36 °22'30" West a distance of 694.53 feet; THENCE continuing along said parallel line South 37 °19'02" West a distance of 526.01 feet; THENCE South 35'13'54" East a distance of 716.33 feet to a point on the South line of said Block 5; THENCE along said South line South 83 °46'13" West a distance of 488.84 feet to the POINT OF BEGINNING. SCHOOL SITE: All that portion of Block 5 of Saguaro Springs Blocks 1 thru 10 and A thru D and Lots 1 thru 9 and A and B, recorded in Book 58 of Maps and Plats at Page 23 in the office of the County Recorder, Pima County, Arizona, more particularly described as follows: COMMENCING at the Southwest corner of said Block 5; THENCE along the South line of said Block 5 North 83 °46'13" East a distance of 488.84 feet to the POINT OF BEGINNING; THENCE North 35 °13'54" West a distance of 716.33 feet to a point on a line 60.00 feet Southeast of and parallel with the Northwest line of said Block 5; THENCE along said parallel line North 37 °19'02" East a distance of 402.39 feet; THENCE South 47 °17'08" East a distance of 852.35 feet to the East line of said Block 5 being a point on a curve having a radius of 2305.00 feet and to which a radial line bears North 88 °23'22" West; THENCE along said East line of Block 5 and the arc of said curve to the left through a central angle of 06'15'59" a distance of 252.09 feet to a point of reverse curve, having a radius of 25.00 feet and a central angle of 88 °25'34 "; THENCE continuing along the East line of said Block 5 and arc of said curve a distance of 38.58 feet to a point of tangency on the South line of said Block 5; THENCE along said South line South 83 °46'13" West a distance of 444.07 feet to the POINT OF BEGINNING. PARCEL 2: All that portion of Section 13, Township 12 South, Range 11 East, Gila and Salt River Meridian, Pima County, Arizona, more particularly described as follows: COMMENCING at a 1 1/2 inch lead capped pipe properly marked and monumenting the Southeast corner of said Section 13; THENCE along the East line of said Section 13, North 00 °08'05" West a distance of 75.00 feet to the POINT OF BEGINNING; THENCE along a line 75 feet North of and parallel to the South line of said Section 13, South 89 °57'50" West, a distance of 1142.34 feet; THENCE North 38 °23'46" East, a distance of 1833.81 feet, to the East line of Section 13 to which a 2" lead capped pipe properly marked and monumenting the West quarter corner of said Section 18 bears North 00 °08'05" West, a distance of 1129.31 feet; 2436527.1 2 THENCE along said East line of Section 13 South 00 °08'05" East a distance of 1436.51 feet to the POINT OF BEGINNING. LOTS: Lots 1 through 16, inclusive, Lots 46 through 86, Lots 96 through 98, inclusive, and Common Areas "A" and "B ", of Saguaro Springs Block 8A, according to the Plat of Record of Saguaro Springs Block 8A, according to the Plat of Record in the Office of the County Recorder of Pima County, Arizona, recorded in Book 62 of Maps, Page 7. Lots 131 through 399, inclusive, and Common Areas "A" and "B ", according to the Plat of Record of Saguaro Springs Block 8B, according to the Plat of Record in the Office of the County Recorder of Pima County, Arizona, recorded in Book 62 of Maps, Page 8. Lots 400 through 611, inclusive, and Common Areas "A" and "B ", according to the Plat of Record of Saguaro Springs Block 4, according to the Plat of Record in the Office of the County Recorder of Pima County, Arizona, recorded in Book 62 of Maps, Page 6. 2436527.1 3 Exhibit B: Property Depiction of Saguaro Bloom Project Lim[ I 0 W Z J Q Z W LAMBERT LN N SILVERBELL.RD 6 "U"'M " _ fg 45 Block 1� Block 6 hwim MIN p� I �r Block Block 5 �I ➢� I llp d �� I �� is! w R A BIOC Bl0ck2A►�. "a� h" Ii �(r 4I a� Block r o n WIN p'= 9 Saguaro Bloom Project W E Data Dkclaimer: TM1e Town al Mara �provMes tM1ls map Intpmreaon'AZ Is' M Ma iega.st of tM1e user wbM1 mep e,�ntlinp�atDM�tsrommeea Excluded Property m be accunM, conect or cpmplate antl concluzbnz tlrawnfrom zucM1 ImormMbn am tM rasponzibillry ortbe user.ln m evaM aM1all TM1e Town pl Mamne become aaaaa.aaa, amerpaay, mranv baa artlreat. malmaq Block 10 and Lots 17-45, 87 -98, a�x�m�maaa�aal or ponaepaemlal aamayea, InanalrM bm nw nmrtaa money a.eaaawal, ram the aae ar maalr ation attbe aata. and 99 -130 of Block 8A Exhibit C TOWN OF MARANA, ARIZONA LAND DEVELOPMENT CODE 05.10.12 R -6 Residential A. Purpose. The R -6 single - family residential zone is primarily intended as a district for single - family homes, with not more than one dwelling and customary accessory building upon an individual lot, with a variety of housing sizes and contain a quality design. Except as specifically provided elsewhere in the Land Development Code, any and every building and premises or land in the R -6 zone shall be used for or occupied, and every building shall be erected, constructed, established, altered, enlarged, maintained, moved into or within the R -6 zone, exclusively and only in accordance with the regulations set forth in this Section. B. Permitted Uses. The following shall be permitted in the R -6 single - family residential zone, subject to the Development Standards contained in this section. 1. One single - family residential detached home of a permanent character placed in a permanent location; 2. Churches, synagogues, and other places of worship; 3. Public parks and playgrounds; 4. Public schools; and, 5. Uses similar to those listed above in this section, as determined by the Planning Administrator. C. Accessory Uses. Residential Accessory Uses -- The following accessory buildings and uses may be located on the same lot with a permitted dwelling, provided that any permanent building or structure shall be harmonious with the architectural style of the main building and further provided that all residential accessory uses are compatible with the residential character of the neighborhood: 1. Detached accessory structures, such as tool sheds, patios and cabanas, non- commercial hobby shops, children's playhouses, etc.; 2. Swimming pools, spas, and related structures; 3. Garage, carport or enclosed storage; 4. Sports courts, unlighted; 5. Fences and walls; 6. Home occupations, with an approved Home Occupation Permit; 7. Community recreation uses, including sports courts, swimming pools, spas, recreation buildings, patio shelters and other community facilities common to a homeowner's association, for a specific subdivision; 8. Community identification, entry monuments, community design elements, and other enhancements common to a homeowner's association, and designed for a specific subdivision; and, 9. Model homes, within an approved subdivision. Title 5 - Zoning Page 57 of 126 Revised: 12/14/2010 Ord. 2010.18 TOWN OF MARANA, ARIZONA LAND DEVELOPMENT CODE D. Conditional Uses. The following may be permitted subject to Conditional Use Permits provided for in Section 10.10 of the Land Development Code. 1. Day care center; 2. Private schools and other ancillary uses in connection with churches, synagogues, and other places of worship; and, 3. Group homes. E. Temporary Uses. The following may be permitted for a specified time period, subject to Section 09.01; Temporary sales trailer, within an approved subdivision; F. Prohibited Uses. Uses prohibited in the R -6 district are as follows: 1. Commercial uses, except those specifically permitted; and, 2. Industrial uses. G. Property development standards — Generally. The property development standards set forth in this section shall apply to all land, structures and buildings in the R -6 zone. i. Lot area. The minimum lot size shall be six thousand (6,000) square feet. j. Lot dimensions. a. Width. Lots shall have a minimum width of fifty -five (55) feet. b. Depth. Lots shall have a minimum depth of eighty (80) feet. 3 Minimum Front, Side and Rear Yards (Setbacks) a. The required front yard (setback) shall be a minimum of sixteen (16) feet, except where garages open or face directly onto an abutting street, in which case the garage setback shall be a minimum of twenty (20) feet. A maximum of thirty -five percent (35 %) of the lots may have a reduced setback to the sixteen feet, with the balance of the setbacks being twenty feet or greater. b. The required side yard (setback) shall be a minimum of five (5) feet, with a street side yard (setback) having a minimum of ten (10) feet. C. The required rear yard (setback) shall be a minimum of twenty (20) feet. Where the front yard (setback) is increased above the twenty (20) feet, then the rear yard (setback) may be reduced one (1) foot for each foot of increase, but shall not be reduced to below fifteen (15) feet. Where the front yard (setback) is decreased below the minimum twenty (20) feet, the rear yard (setback) shall be increased one (1) foot for each foot of decrease, but shall not be required to be over twenty -five (25) feet. Title 5 - Zoning Page 58 of 126 Revised: 12/14/2010 Ord. 2010.18 TOWN OF MARANA, ARIZONA LAND DEVELOPMENT CODE 4. Building Separation (Distance Between Structures /Buildings) a. The minimum distance between principal (main) buildings shall be ten (10) feet. b. The minimum distance between a principal (main) building and an accessory building or two accessory buildings shall be five (5) feet. C. Attached Patio Structures: A minimum setback of five (5) feet shall be maintained from the rear and side property lines for a patio structure that is open and unenclosed on three (3) sides, as measured to the structure. 5. Building Heights. a. Buildings and structures erected in this zone shall have a height not greater than two- stories or twenty -five (25) feet, except as otherwise permitted. b. Building heights may be permitted to increase a maximum of twenty percent (20 %) to provide a maximum building height of thirty (30) feet subject to the requirements found in Section 8.05 and approval of the Town Council. 6. Lot Coverage. The maximum allowable lot coverage by buildings and structures shall not exceed fifty percent (50 %) of the total lot area. 7. Underground Utilities. All on -site utilities shall be placed underground on the site. Title 5 - Zoning Page 59 of 126 Revised: 12/14/2010 Ord. 2010.18 Exhibit D TOWN OF MARANA, ARIZONA LAND DEVELOPMENT CODE 05.10.05 R -36 Residential A. Purpose. The R -36 single - family residential zone is primarily intended as a district for single - family homes, with not more than one dwelling and customary accessory building upon an individual lot, with a variety of housing sizes and contain a quality design. Except as specifically provided elsewhere in the Land Development Code, any and every building and premises or land in the R -36 zone shall be used for or occupied, and every building shall be erected, constructed, established, altered, enlarged, maintained, moved into or within the R -36 zone, exclusively and only in accordance with the regulations set forth in this Section. B. Permitted Uses. The following shall be permitted in the R -36 single - family residential zone, subject to the Development Standards contained in this section. 1. One single - family residential detached home of a permanent character placed in a permanent location; 2. Churches, synagogues, and other places of worship; 3. Public parks and playgrounds; 4. Public schools; and, 5. Uses similar to those listed above in this section, as determined by the Planning Administrator. C. Accessory Uses. Accessory Uses -- The following accessory buildings and uses may be located on the same lot with a permitted dwelling, provided that any permanent building or structure shall be harmonious with the architectural style of the main building and further provided that all residential accessory uses are compatible with the residential character of the neighborhood: 1. Detached accessory structures, such as tool sheds, patios and cabanas, non- commercial hobby shops, guest house, children's playhouses, etc.; 2. Swimming pools, spas, and related structures; 3. Garage, carport or enclosed storage; 4. Sports courts, unlighted; 5. Fences and walls; 6. Home occupations, with an approved Home Occupation Permit; 7. Community recreation uses, including sports courts, swimming pools, spas, recreation buildings, patio shelters and other community facilities common to a homeowner's association, for a specific subdivision; 8. Community identification, entry monuments, community design elements, and other enhancements common to a homeowner's association, and designed for a specific subdivision; 9. Model homes, within an approved subdivision; Title 5 - Zoning Page 29 of 126 Revised: 12/14/2010 Ord. 2010.18 TOWN OF MARANA, ARIZONA LAND DEVELOPMENT CODE 10. Keeping of large and small livestock on parcels one acre or greater; 11. Stables, private; and, 12. Riding arena, rodeo grounds (private, unlighted). D. Conditional Uses. The following may be permitted subject to Conditional Use Permits provided for in Section 10.10 of the Land Development Code. 1. Day care center; 2. Private schools and other ancillary uses in connection with churches, synagogues, and other places of worship; 3. Group homes; 4. Residential facilities for non - permanent occupancy including only bed and breakfast establishments; 5. Aviaries; 6. Riding arena, rodeo grounds (private, lighted); and 7. Keeping of rodents and fowl. E. Temporary Uses. The following may be permitted for a specified time period, subject to Section 09.01; Temporary sales trailer, within an approved subdivision; F. Prohibited Uses. Uses prohibited in the R -36 district are as follows: 1. All commercial and business uses, except those specifically permitted; and, 2. Industrial uses. G. Property development standards— Generally. The property development standards set forth in this section shall apply to all land, structures and buildings in the R -36 zone. 1. Lot area. The minimum lot size shall be thirty -six thousand (36,000) square feet. 2. Lot dimensions. a. Width. Lots shall have a minimum width of one hundred (100) feet. b. Depth. Lots shall have a minimum depth of one hundred (100) feet. 3 Minimum Front, Side and Rear Yards (Setbacks) a. The required front yard (setback) shall be a minimum of thirty (30) feet. b. The required side yard (setback) shall be a minimum of fifteen (15) feet, with a street side yard (setback) having a minimum of twenty (20) feet. C. The required rear yard (setback) shall be a minimum of forty (40) feet. Tide 5 - Zoning Page 30 of 126 Revised: 12/14/2010 Ord. 2010.18 TOWN OF MARANA, ARIZONA LAND DEVELOPMENT CODE 4. Building Separation (Distance Between Structures /Buildings) a. The minimum distance between principal (main) buildings shall be twenty (20) feet. b. The minimum distance between a principal (main) building and an accessory building or two accessory buildings shall be ten (10) feet. 5. Building Heights. a. Buildings and structures erected in this zone shall have a height not greater than two- stories or twenty -five (25) feet, except as otherwise permitted. b. Building heights may be permitted to increase a maximum of twenty percent (20 %) to provide a maximum building height of thirty (30) feet subject to the review and approval of the Town Council, subject to the process and requirements found in Section 8.05. 6. Building Mass. Any structure over two- stories must meet reduced massing requirements for the floors above the first level. The Gross Floor Area (GFA) of each floor above the first floor must not exceed eighty percent (80 %) of the GFA of the previous floor. 7. Lot Coverage. The maximum allowable lot coverage by buildings and structures shall not exceed forty percent (40 %) of the total lot area. 8. Underground Utilities. All on -site utilities shall be placed underground on the site. Title 5 - Zoning Page 31 of 126 Revised: 12/14/2010 Ord. 2010.18 Exhibit E TOWN OF MARANA, ARIZONA LAND DEVELOPMENT CODE by prior density of land use in accordance with the provisions for Significant Land Use Change contained in Section 05.03 of this Code and by setback requirements defined in this and other titles of this Code or as may be determined by other applicable federal, state and local regulations. C. Setbacks. 1. The required front yard (setback) shall be a minimum of 20 feet. 2. The required side yard (setback) shall be a minimum of five feet, with a street side yard (setback) having a minimum of ten feet. 3. The required rear yard (setback) shall be a minimum of 20 feet. D. Building Heights. Buildings and structures erected in this zone shall have a height not greater than 30 feet. 05.02.02 Zone B — Medium Lot Zone A. Permitted Uses. Within Zone B, any residential, commercial, industrial, or quasi - public land use is permitted so long as each separate land use is conducted on a lot larger than 2.5 acres but no larger than 25 acres and is consistent with the Significant Land Use Change Procedure described in Section 05.03 of this Code. This is not to be construed, however, to permit any land use that may be expressly prohibited within the Town of Marana by other ordinances of the Town of Marana, by other provisions of this code, or by state or federal law. B. Density Requirements. There shall be no maximum density of land use per se in this Zone, except as may be dictated by prior density of land use in accordance with the Significant Land Use Change Procedure described in Section 05.03 of this Code and by setback requirements defined elsewhere in this Code. C. Setbacks. The setback requirements for Zone B shall be the same as for Zone A. 05.02.03 Zone C — Large Lot Zone A. Permitted Uses. Within Zone C, any residential, commercial, industrial, or quasi - public land use shall be permitted, so long as each separate activity is conducted on a lot no smaller than 25 acres and is otherwise consistent with the Significant Land Use Change procedures as described in Section 05.03 of this Code. This is not to be construed, however, to permit any land use that may be expressly prohibited within the Town of Marana by other sections of this Code other ordinances of the Town of Marana, or state or federal law. B. Density Requirements. The maximum density allowed shall be one dwelling unit or one commercial, industrial, or quasi - public establishment per 25 acres. C. Setbacks. No building or structure, except a fence or wall that is not part of a building and not over six feet in height shall be constructed closer than ten feet to any side property line or closer than 40 feet plus one foot for each foot of building height in excess of ten feet above ground level to any front or rear property line. Where a lot is situated on the corner of two dedicated streets, each of the property lines along the right -of -way line of a dedicated street shall be considered to be a front property line, and each other property line shall be considered to be a side property line in determining allowable setbacks. Title 5 - Zoning Page 2 of 126 Revised: 12/14/2010 Ord. 2010.18 Exhibit F Land Use Concept Plan v TWO— g g § I � �' ht n r1� INN as � �a , kk � - nn� MTN t Legend: THE Co Specific Plan Boundary 0 1500 Feet PLANNING P_K42H, nz !ED CENTER �98gC�e1rt7'.�3pring$ Boundary SUrM 5320 +tg I _ ' LDR -Low Density Residential r� MDR - Medium Density Residential MHDR -Medium High Density Residential SCH - School IN HDR - High Density Residential = REC - Recreation Age - Restricted Area OS - Open Spare i Drainage Saguaro Springs III -7 Specific Plan Development Regulations F. Development Standards Land use designations have been assigned to each area identified within the Saguaro Springs Specific Plan. Under each designation is a list of permitted, accessory, conditional and prohibited uses, followed by Table 7, which outlines the corresponding residential development standards according to designation. Pages IV -14 through IV -17 contain a series of tables (Tables 8A & 88) that illustrate the differences between Saguaro Springs Specific Plan Development Standards and those required by the Town of Marana Land Development Code. 1. Medium Density Residential (Parcel 2b) a. Permitted Uses • Single - Family Residential (Site -Built Detached Homes) • Model Homes • Parks and Open Space • Community and Recreation Facilities • Public Utility Facilities • Religious Institutions b. Accessory Uses • Detached accessory structures, such as storage sheds, workshops and covered patios • Swimming pools, spas and related structures • Home occupations c. Conditional Uses • Childcare Facilities • Educational Facilities • Group Homes d. Temporary Uses ■ Temporary Sales Trailer (in approved subdivisions) e. Prohibited Uses • Commercial Uses • Industrial Uses f. Parking Standards ■ At minimum, two off - street parking spaces within an enclosed garage shall be provided per unit, plus one additional space for every four units. (Parking spaces provided within the pocket parks may be used to satisfy the parking requirement for additional spaces.) Saguaro Springs IV -9 Specific Plan Development Regulations 2. Medium High Density Residential (Parcels 1a, 11b and 2a) a. Permitted Uses • Single - Family Residential Site -Built Detached Homes • Residential Site -Built Attached Homes, including Duplex, Triplex and Four -Plex Products • Model Homes • Parks and Open Space • Community and Recreation Facilities' • Public Utility Facilities • Religious Institutions b. Accessory Uses ■ Accessory uses listed under Medium Density Residential shall apply c. Conditional Uses ■ Conditional uses listed under Medium Density Residential shall apply d. Temporary Uses ■ Temporary uses listed under Medium Density Residential shall apply e. Prohibited Uses ■ Prohibited uses listed under Medium Density Residential shall apply f. Minimum Private Open Space ■ Minimum private open space to be provided per home is 50 square feet, in the form of one or more of the following: Patios Balconies Porches Decks Others deemed similar by the Planning Director Community Center sites identified in Parcels 1a and 2a shall conform to the following standards: • Minimum perimeter & street setback: 20 feet • Maximum building height: 35 feet (Chimneys, skylights or ornamental elements, such as towers, domes or cupolas, may extend above the building to a maximum height of 40 feet.) • Maximum site coverage: 75 percent • Minimum building separation: per building code current at time of building permit application Wftf Saguaro Springs IV -10 Specific Plan Development Regulations g. Parking Standards ■ Two parking spaces within an enclosed garage shall be provided per unit, plus one additional space for every four units. This requirement may be reduced to one parking space within an enclosed garage, plus one space for every four units, upon approval by the Planning Director during subdivision plat review. (Parking spaces provided within the pocket parks may be used to satisfy the parking requirement for additional spaces.) 3. High Density Residential (Parcels 5 and 6) a. Permitted Uses • Residential Site -Built Attached Homes, including Duplex, Triplex and Four -Plex Products • Single - Family Residential Site -Built Detached Homes (per MHDR Standards) • Model Homes • Parks and Open Space • Community and Recreation Facilities • Public Utility Facilities • Religious Institutions b. Accessory Uses ■ Accessory uses listed under Medium Density Residential shall apply c. Conditional Uses ■ Conditional uses listed -under Medium Density Residential shall apply d. Temporary Uses ■ Temporary uses listed under Medium Density Residential shall apply e. Prohibited Uses ■ Prohibited uses listed under Medium Density Residential shall apply f. Minimum Private Open Space ■ Minimum private open space to be provided per home is 50 square feet, in the form of one or more of the following: El Patios Balconies Porches Decks Others deemed similar by the Planning Director Saguaro Springs IV -11 Specific Plan Development Regulations g. Parking Standards ■ Two parking spaces within an enclosed garage shall be provided per unit, plus one additional space for every four units. This requirement may be reduced to one parking space within an enclosed garage, plus one space for every four units, upon approval by the Planning Director during subdivision plat review. (Parking spaces provided within the pocket parks may be used to satisfy the parking requirement for additional spaces.) 4. Recreation a. Permitted Uses • Parks • Community and Recreation Buildings • Play Fields • Playground Equipment • Drainage Facilities • Trails • Shade Structures b. Prohibited Uses • Residential Uses • Commercial Uses • Industrial Uses c. Parking Standards • The District Park will require a minimum of 300 parking spaces. • All pocket parks over % acre in size will require a minimum of 3 spaces per %2 acre. Parking spaces within the pocket parks may be used to satisfy residential off - street parking requirements. d. General Development Standards Per Town of Marana Standards Saguaro Springs IV -12 Specific Plan ++ mQ LO o c o m o Lts y LO I-- oa) O p O V N O m N U 7 L) m - m O w _ N a) .L.+ U o •p c _ C13 co C +F€, O O O p p (6 co G {L co M >, L m o m w ma N Y of N v O N a U > d c a m o p m o 0 O) o N M Q � 0) a) O C N a) of C fA N o) N O U Q E a) (� •p M a) O Y a E m z. o v. - 0 m O_ •� : LO O C O O > O Y y N L a E �c + 0 M 1 a r a) O_ a) N o • E o � co (n aNi CL > E a 7 a) .... ji ' U � — L U ( C CD 0 ca cn O - 0 4 cn _d CL UM LO d O N N CL c C_ _ O L _ m G . LO O L6 7 0 O _a C3) Co C y ... 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