HomeMy WebLinkAboutResolution 2012-107 approving mayor to execute the Sky Ranch conveyance agreementMARANA RESOLUTION NO. 2012-107
RELATING TO I3EVELOPMENT; APPROVING AND AUTHORIZING THE MA�OR TO
E�CUTE THE SKY RANCH CON VEYANCE ACrREEMENT
t�VHEREAS the Town of Marana approved the Sky Ranch subdivision plat and the Sky Ranch
Development Agreement in 2004; and
WHEREAS the Sky Ranch subdivisian plat included 24°fo disturbance and was subject to a
habitat conservation plan and associated incidental take permit issued by the Department of Interior
covering the Sky Ranch open space, designated as "Common Area B" on the plat; and
WHEREAS Sky Ranch Common Area B was intended eventually to be transferred to the Sky
Ranch Homeowners Association (the HOA); and
WHEREAS the Sky Ranch plat and the Sky Ranch Development Agreement provided for the
creation and dedication to the Town of a"children's desert education center" on Sky Ranch Parcel A;
and
WHEREAS the children's desert educatian center was to be funded with $1,000 per home
assessments paid upon issuance of building permits for lots within Sky Ranch; and
WHEREAS the Sky Ranch Development Agreement provided for the children's desert
educatian center fund and Parcel A to be transferred to the Town if the center was not constructed
within three years; and
WHEREAS, with the passage of time and the comple�ty of the Sky Ranch open space
obligations, the developer, the HOA, and the Town have determined that a11 parties would be well
served by entering into an agreement addressing the relative rights and responsibilities of the parties;
and
WHEREAS the Mayor and Council find that the best interests of the Town af Marana and its
citizens are served by the approval and execution of the proposed agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR ANI7 COLINCIL OF THE
TOWN OF 1�7ARANA, ARIZONA, that the "Sky Ranch Conveyance Agreement" between and
among the Town of Marana, Sky Ranch Homeowners Association, Inc., Exeter LXI, LLC, and
Stellar Homes Arizona, LLC, attached to and incorporated by this reference in this resolutian as
E�ibit A, is hereby apprc�ved, the Mayor is hereby authorized and directed to execute it far and on
behalf of the Town of Marana, and the Tawn's Manager and staffare hereby directed and authorized
to undertake a11 ather and further tasks required or beneficia,l to caxry aut the terms, obligations, and
objectives of the agreement.
Resolution No. 2012-10? - 1- 12/11l2012 12:12 PM FC
PAS SED AND ADQPTED BY 'THE MAY4R AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 18 day of December, 2012.
n
c _.----- ---
Ed onea, Mayor
ATTEST:
iG , , � /�I i :
�1� � � ... L � � , �� � _
1 �• i • i •�
r� � �
Resolution No. 2012-107 - 2- 12/11/2012 12:12 PM FC
�,�.� �� ��� �� l
��:��,r.�.T,�. ,_ ;_,. � ; : �_ ��_�.�
This Sky Ranch Conveyance Agreement ("AgreemenY') is made and effective as of December
_, 2012, by and among the following parties: (i) Sky Ranch Homeowners Association, Inc., an Arizona
non-profit corporation ("HOA"); (ii) The Town of Marana, an Ariwna municipal corporation
("Mazana"); (iii) Exeter LXI, L.L.C., an Ariwna limited liability company ("Exeter"), and (iv) Stellar
Homes Arizona, L.L.C., an Arizona limited liability company ("Stellar'�, as sole beneficiary of First
American Title Insurance Company Trust No. 9036 ("Trust").
l. HOA is the "Association" as defined in that Declaration of Covenants, Conditions, Restrictions
and Easements for Sky Ranch Homeowners Association recorded on June 25, 2004, at Docket 12331,
page 4306, official records of Pima County, Ariwna ("CC&Rs"), and as referred to in the dedicarion
block of the Sky Ranch subdivision plat recorded June 18, 2004, at Book 58 of Maps and Plats, page 58,
official records of Pima County, Arizona ("Plat"). The CC&Rs reference and govern certain real property
described in the Plat, excepting "Parcel A", as described in the Plat ("Parcel A").
2. Exeter, Marana and Stellar (by assignment) are parties to that Sky Ranch Development
Agreement recorded on June 25, 2004, at Docket 12331, page 4286, official records of Pima County,
Arizona ("Development Agreement"). The Development Agreement references and incorporates that Sky
Ranch Habitat Conservation Plan and associated Incidental Take Permit issued by the Department of
Interior, U.S. Fish and Wildlife Service, dated January 30, 2004 ("HCP").
3. Exeter is the owner of Common Area "B". The Trust, of which Stellar is the sole �beneficiary, is
the owner of Parcel A. The HOA and Marana have requested that within fiftcen days from the date of this
Agreement {"Closing Date"), and subject to the terms hereof, (i) Exeter convey to the HOA, by special
warranty deed, Common Area "B", and (ii) Stellar cause the Trust to convey to Marana, by special
warranty deed, Parcel A. Concurrent with their execution of this Agreement, Exeter and Stellar shall
deliver the deeds in the form attached as Exhibit "A" to First American Title Insurance Company ("Title
Company").
4. Stellar shall cause Title Company to issue an owner's policy of title insurance in favor of Marana
with respect to Parcel A, at Stellar's expense, with insured limits of $50,000, and subject to the matters
described in the commitment for ritle insurance dated September 18, 2012, order no. 475-5503139. Stellar
shall pay escrow and recording fees with respect to the conveyance ofParcel A; Exeter and the HOA shall
divide equally the escrow and recording fees with respect to the conveyance of Common Area "B".
5. By Marana's and the HOA's acceptance of the deeds described in Section 3, Stellar and Exeter
shall be released from all responsibilities, obligations and liabilities under and with respect to the CC&Rs,
the Plat, the Development Agreement and the HCP (except, with respect to the CC&Rs, any real property
subject thereto which may continue to be owned by Stellar and/or Exeter following the Closing Date),
including but not limited to those that pertain to Common Area "B", Parcel A and the construction of a
the "children's desert education center" referred to in Paragraph 6 below. From and after the Closing
Date, the HOA acknowledges its responsibilities as the Reserve Management Entity as defined in the
HCP. Marana acknowledges that, upon the Closing Date, Exeter, Stellar and their successors, affiliates
and agents, have fully performed under the Development Agreement and the HCP and are released from
all further obligations thereunder.
6. Each of the parties expressly agees that the "children's desert education center" as described and
envisioned in Section 3.4 of the Development Agreement ("Education Center") shall not be constructed,
and that Stellar and Exeter shall have no further financial obligations with respect to the Education Center
or Parcel A. HOA specifically acknowledges tHat it requested Stellar and Exeter that the Education Center
not be constructed. Nothing in this Agreement shall preclude the Town from using Parcel A for a public
1z/04/12 � 1 i1�
O t V
��
park or for other municipal purposes, including, without limitation, a possible future land exchange with
the HOA or some other pariy for the purpose of establishing a park or other municipal use on the
exchange pazcel.
7. The parties acknowledge tfiat Section 3.4 of the Development Agreement provided that if
construction of the Education Center was not co�►menced within three years after the date of the
Development Agreement, all funds collected by the Town for the Education Center pursuant to said
Sectian 3.4 would be transferred to the Town. The HOA, Stellar, and Exeter hereby disclaim any interest
in the funds collected by the Town pursuant to Section 3.4 of the Development Agreement and
acknowledge that the Town owns those funds and may use them in any manner consistent with Arizona
law, not constrained in any way by the terms of the Development Ageement or this Agreement.
Concurrent with the recordation of the deed described in Section 3 of this Agreement, the Town shall
reimburse the costs and expenses incurred by Exeter as set forth on the attached E�ibit "B," and the
Town sha11 reimburse the costs and expenses incurred by Stellar as set forth on the attached Exhibit "C."
8. Each party represents that (i) this Agreement, and the performance of such party's obligations
under this Agreement, have been duly and properly authorized, (ii) such pariy is legally capable to
perform a11 of its obligations as described in this Agreement, (iii) such party is not prohibited from
consummating the transaction contemplated by any law, regulation, agreement, order, or judgment
applicable thereto, and (iv) it has not engaged or dealt with any broker or other person who would be
entitled to any brokerage commission in connection herewith.
9. Except as provided in the attached deed, each of the HOA and Marana expressly acknowledges
that the property subject thereto is conveyed "AS IS" and that neither the grantor nor its representatives or
agents ha.ve made any wazranties or representations, express or implied, oral or written, regarding any
matter pertaining to the Property or its use, including the physical condition, environrnental condition,
wning, use valuation, intended use or other condition of the Property. Each of the HOA and Marana has
made thorough invesrigations of its respective property to the fullest extent desired, and each accepts its
property in its "AS IS" condition.
10. This Agreement constitutes the entire understanding between the parties perCaining to the subject
matter of this Agreement, and all prior agreements, representations, and understandings of the parties,
whether oral or written, are superseded and merged in this Agreement. No supplement, modification, or
amendment of this Agreement will be binding unless in writing and executed by the parties. No waiver of
any of the provisions of this Agreement will be deemed or will constitute a waiver of any other
provisions, whether or not similar, nor will any waiver be a continuing waiver. No waiver will be binding
untess executed in writing by the party making the waiver. Time is of the essence in the performance of
each and every term of this Agreement.
[Signature page follows]
-2-
Sky Ranch Homeowners Associatian, Inc.,
an Arizona non-profit corporation
:
John Kennedy, its president
By:
Jeannette Studer, its secretary
Exeter LXI, L.L.C., an Arizona limited
liability company
:
John B. Stiteler, its manager
Stellar Homes Arizona, L.L.C., an Arizona
limited liability company
By:
Its:
The Town of Marana, an Arizona
municipal corporation
�
g v
Its: —
Attest:
elyn Br nson, Town Clerk
Approved as to Form:
�
ank idy, Town A rney
-3-
u
�
Exhibit "A" to Sky Ranch Conveyance Agreement
(Special Warranty Deed)
When recorded return to
Exempt from Affida.vit of Properiy Va1ue pursuant to § A.R.S. 11-1134(A)(3)/(B)(7)
SPECIAL WARRANTY DEED
For valuable consideration, receipt of which is hereby acknowledged, , an
Arizona limited liability company ("Grantor"), conveys to ("Grantee"), the
real properiy situated in Pima County, Arizona, as described in the attached Exhibit "A"; which is
incorpora.ted by this reference, together with all appurtenant rights and privileges (collectively, the
«�, ,
SUBJECT TO: All non-delinquent taxes and other assessments, reservations in patents,
reserved water rights, and all easements, rights of way, encumbrances, liens, covenants, conditions,
restrictions, obligations and liabilities as may appear of record, and such facts as would be disclosed by
inspection or accurate ALTA survey of the Property (including all optional Table A items).
Grantor hereby warrants and defends the title to the Property, as against all aets of the
Grantor and no others, subject to the matters above set forth.
Dated: November � 2012:
"Grantor"
, an Arizona limited
liability company
�
STATE OF ARIZONA )
) ss.
County of Maricopa )
Its:
The foregoing was acknowledged before me this day of November, 2012, by
, , the manager of , an Arizona limited liability company, who executed the
foregoing on behalf of company, being authorized so to do for the purposes therein contained.
Notary Public
My Commission Expires:
-4-
Exhibit "B" to Sky Ranch Conveyance Agreement
(Exeter Reimbursement)
Legal Fees: $1,732.50
General & Administrative: $1,000.00
TOTAL: $2,732.50
-5-
Exhibit "C" to Sky Ranch Conveyance Agreement
(Stellar Reimbursement)
COMPANY AMOUNT SERVICES
TOTAL $30,935.48
'�