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Home My WebLink AboutResolution 2015-105 Approving Saguaro Bloom authorization and ratification of assignment to DR HortonMARANA RESOLUTION NO, 2015-105 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR OR THE TOWN MANAGER TO EXECUTE ALL LEGAL INSTRUMENTS NECESSARY OR PRUDENT TO DOCUMENT, AUTHORIZE, AND CONSENT TO THE ASSIGNMENT AND ASSUMPTION OF DEVELOPER RIGHTS, TITLE, INrFERESrr AND RESPONSIBILITIES RELATING TO TIIE SAGUARO BLOOM (FORMERLY SAGUARO SPRINGS) PROJECT FROM AND BY GRAYHAWK DEVELOPMENT AND ITS RELATED ENTITIES TO AND BY D.R. HORTON AND ITS RELATED ENTITIES; AND RATIFYING THE "ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE FOR THE SAGUARO BLOOM DEVELOPMENT PROJECrI „ ” PREVIOUSLY SIGNED BY THE TOWN MANAGER WHEREAS the Saguaro Bloom development project covers the geographic area depicted in the subdivision plat Saguaro Springs Blocks I thru 10 & A thru D and Lots I thru 9 & A and B, recorded in the off ice of the Recorder of Pima County, Arizona, at Book 58 of Maps and Plats, Page 23; and WHEREAS Grayhawk Development, Inc., an Arizona corporation, and its related entities, MARANA LANDHOLDINGS, LLC, an Arizona limited liability company, and MARANA 670 HOLDINGS, LLC, an Arizona limited liability company, (all of which are collectively referred to in this resolution as L 4 Grayhawk ") was the master developer of the Saguaro Bloom development project; and WHEREAS, on or about September 18, Grayhawk sold its remaining right, title, and interest in and to the Saguaro Bloom development project to D.R. Dorton, Inc., a Delaware corporation, and its related entities (all of which are collectively referred to in this resolution as "D.R. Morton "); and WHEREAS, to accommodate the prompt sale of the remaining undeveloped portion of the Saguaro Bloom development project, the Town Manager signed the approval block on behalf~ of the Town in the Instrument entitled "Assignment and Assumption of Amended and Restated Agreement for Construction of water Facilities and Provision of water Utility Service for the Saguaro Bloom Development Project" (the "WSA Assignment "); and WHEREAS D.R. Horton and the Town wish to ratify the Town's approval of the WSA Assignment; and WHEREAS the "Town of Marana desires to facilitate the assignment and assumption of developer rights, title, interest, and responsibilities from and by Grayhawk to and by D.R. Morton; and Marana Resol LItion No. 2015-105 - I - 9/29/2015 2:14 I'M FJC Town. WHEREAS the Ma and Council find that this resolution is in the best interest of the NOW THEREFORE BE IT RESOLVED By ryl_IE MAYOR AND COUNCIL 014"THE TOWN OF MARANA, ARIZONA, that the Ma and the Town Mana are each hereb independentl authorized and directed to execute for and on behalf of the Town of Mariana all le instruments necessar or prudent to document, authorize, and consent to the assi and assumption of developer ri title, interest, and responsibilities relatin to the Sa Bloom development project from and b Gra to and b D.R. Horton, includin without limitation an and all consents to assi substitutions of subdivision assurances, and estoppel certificates relatin to a and le instruments to which the Town is a part or has a le interest and which are determined b the Town Attorne (as evidenced b execution of the "approved as to form" block on each le instrument) not to materiall chan the ri and responsibilities of the Town of Mariana. IT IS FURTHER RESOLVED ratif the Town's approval of the WSA Assi previousl si b the Town Mana IT IS FURTHER RESOLVED that the Town's Mana and staff are hereb directed and authorized to undertake all other and further tasks re or beneficial to carr out the terms, obli and objectives of this resolution. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this th of October, 2015. W ANA I 7 Ma Ed onea ATTEST: A1.11"ROVED AS TO FORM: 9 cel y n Bronson, Town Clerk r Cass i.el" ,Town Attorn Mariana Resolution No. 2015-105 - 2 - 9129/2015 2:14 JIM FJC Fi " r r WHEN R {jCC]RDEI.) RE'r1JIAN ` fo: "I'lie I..enihan. Law Firm, 1050 last River Road, Suite 300 Tucson, AZ 8571.8 Attn.; Stephen .r, L.ellihan 7-� - ?J6 � 11111111111111111111111111111111 1111111EI111111111111111111111111111 SEQUENCE: 20152610793 No. Pages: 5 9/1$/2015 6:00 PM F. ANN RODRIGUEZ , RECORDER g A " ° ` Y w Recorded By: KES (e•- recordin ASSIGNMENT AND ASSUMPTION ION O DEVELOPMENT AGREEMENT FOR THE SAGUARO BLOOM DL'1v LO ME-iNT PROJECT This Assignment and .Assumption of Development A.Ri for the Saguaro Bloom. Developmetat Project (the "A.ssi xnment ") .is made as of this day of September, 2015 (the "Effective Date ") by and between Maran.a 670 Moldings, LLC, an A rizona lit- ni.ted liability com pany CA3,si.gLioj "), Twin Peaks Development, Inc., an Arizona limited liability company ( "Twin Peaks "), and D.R.. Horton, Inc., a Delaware corporation. ("Assignee RECITALS A. Assignee and Twin Peaks are parties to that certain Development ,Agreement for the Saguaro Bloom. Development Project recorded on July 22, 2011, at Sequence 20 1 12030004, official Records of Pima. County, Arizona (the "Develo Agreement "). 13, Assignor and "fwin Peaks desire to assign gn ail of their rights, title, interest, privileges, duties, obligations and liabilities as the Owner and Developer, respectively, under the Development Agreem.en.t to Assignee, and .Assignee desires to accept such assignment, on the terms and con.d'itions set forth hereim A GREq EM NTS In consideration of the premises above and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which tare hereby acknowledged, .Assignor and .Assignee, intending to be legally bound, for themselves and their successors and assigns, agree as follows: I . Definitions, .except as otherwise defined herein, all ca..pitalized terms used herein and in the Recitals above shall have the meanings ascribed thereto in the Development Agreement; 2. , .As si. gnnient. Assignor and Twin Peaks hereby grant, Ixansfer, convey and assign to Assignee all of Assignor's and Twin Peaks' rights, title, interest, privileges, obligations, duties and liabilities as the Owner and Developer, respectively, under the Development Agreement. Following the Effective Date, all references to the Owner or Developer in the Development Agreement shall be to .Assignee, * E RECORDING * Page 2 of 5 Sequence No. 20152610793 3. Assum Assignee here accepts the 1�oregoing assignment and assumes and agrees to observe and perform, as a direct obligation to the Town, all duties, obligations and i iabi titles of Assignor and Twin Peaks under the Development. Agreement arising or oectirring or to be performed on or after the Effective bate. 4. Ind e nification.. Assignee agrees to indemnify, defend and hold harmless Assignor and 'twin Peaks for, from and against any and all actual or alleged liability, loss, cost, damage and expense (including, without limitati.on, reasonable attorneys' fees and. costs) arising out of or based upon Assignee's beach of any obligations or duties of the Owner or Developer under the Development Agreement f - rom and after the Effective Date. .Assignor and Twin Peaks hereby agree to indemnify, defend and hold harmless Assignee for, from and against any and all actual or alleged liability, loss, cost, damage and expense (including, without limitation, reasonable attorneys' fees and costs) arising out of or based upon Assignor's or Twin Peaks' breach of any obligations or duties of the Owner or Developer under the Development Agreement: prior to the Effective Da.to. 5. Notices, For purposes of notices under the Development Agreement, Assignee's name and address are as fellows: DR, Horton, Inc. 3580 w, Ina Road, Suite 1.00 Tucson, AZ 85741 Attn: Division. President 6, Further Assuranc Assignor covenants that 'it will, at any time and fr om time to time following a. written request therefor, execute and deliver to Assignee any additional or confirmatory instruments and• ta ke such further acts (including, without li.m.1tation, sending noti of this Assignment to the Association) as .Assignee may reasonably request to evidence fully the assignment contained herein., so long as such instruments do not impose personal. liability on Assignor,, 7. Bindin EtTect This .Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. 8. Governing r. aw , rr�l�is Assignment shall be governed by and construed in accordance with the laws of the State of Arizona. 9, Counter parts This Assignment may be executed i.n. any number of counterparts, each of which shall be deerned an original instrument, but all of which when taken together shall constitute one and the same instrument, 10. Attorneys' F ees . Should any litigation or admi proceeding be commenced between. the parties hereto concerning this Assignmerit, or the rights and duties of eithel.4 party in. relation thereto, the prevailing party in such litigation or proceeding, shall be entitled, in addition to such other relief as may be granted, its reasonable attorneys' fees, expert witness fees, litigation related expenses, and court costs in such litigation or proceeding. 106679543 2 * R RECORD * Page 3 of 5 Sequence No 201 610793 X .. Co nstruction of A greement. The provisions of thi A.ssignnient shall not be construed in favor of or against either party, but shall be construed as if Both parties prepared this e 1 m.ent, IN WITNESS �LIHER.EOF, the parties have executed this Assigi u.n.ent as of the day and year first above written, .ASSIGNOR; Marana 670 Holdings, I. LC, an Arizona l.iinited liability company By- Twin Peaks Developm.ent, Inc., an Arizona corporation Sole Member By. B an Bacb.r, vice President STATE E OF ARIZONA. } )SS. Cotiurty of Marieopa r 'The foregoing instrument was acIcnowl.edged before me this da of Septeni.ber, 201 by Brian Baehr, vice President of rl "win Peaks Development, Inc., an Arizona corporati-on., Sole Meinber of Ma.rana 670 I- Ioldings, LLC, an Arizona limited liability company, on behalf of such entiti tart' 1'uUXic My Coininission Ex pires: � � �� Notary Public - State o Ar izona MARIcoPA COUNTY My Commission E xpires Nov, 26, 2018 t 066795-.3 3 * E RECORDING * Page 4 of 5 Sequence No. 20152610793 STATE OF ARIZONA }ss, County of Maricopa } TWIN PEAKS: Twin Peaks DOVOOPnzent, Inc., an Arizona corporati.0D. MM • Piran aelir, Vice President The foregohng instrument was ac c.owledged before me this day of September, 201.5, try Brian Bachr, Vice 'resident of `TYwin Peaks Devel-opment, Inc,, an ,Arizona corporation, on behalf of such. entity, Lary Public My Commission r pffes: It -(Vag THOMAS R ANZALDUA Notary Public - State of Arizona MARICOPA COUNTY I x "` Y Commissim Expires Nov. 28, 2018 1 0667954.3 4 * E RECORDING * Page 5 of 5 Sequence No. 2 0152 6107 93 ASSfVN.i E..' D.R. Horton, Inc., a Delaware corporati By.� Its S'1"ATE OF ARIZONA 4 � ss, Co unty o f _.� r hi , r was a( �. f his �' of September, 20 1 5 �e foregoing n �� urns � was a no�rl cl.�cd b efore e �x�c � � T � � • , by of D. R, Horton, Inc., a Delaware corporafl n, on behalf thereof, �4c tij :2'0f'- S�) 'r' Notary Pubic My Commission Expires: AA �� VA Vol � r ! ' xPIR . I06679S4.3 5 CXINSENT' "ITNAC u-ildel-s-i hereb Consent to tile Ibiv Assi, "D AS TO F'ORM: APPROVE14 " FOW.11 OJW.arana, an. Arizoii,,R m-um-cipal cor � E- B Calbe- ,�wldsoii,'Fown m"C-11-1c"1 ............. 1. el l, ........ . ...... ............................ 1. r k Cas y , 'I"owri. -Aftorn " A APPROVI ... "J.) AS T'O CON"J"EN"J"': fin Kmiec Water Direc-lor - 4 -4 Srl"Al"F/ 01" A.R1Z(1)'NA ss. (.-'/'OLII'I.t OfTirria "I'lic fore i n i nstrument was acknowled before n1c this -41 da of Sepil-eni-ber 201-5, b Gilbert Davi.dson, "J"own Mana ol'the "Fown of Marana, an Ar.izona ili-u-nicipal corporation, (,'m behalf thereof. 4. N o tc,, i r y J ub 11* c my (" I-Api-res: NOTARY PUBLIC T �, S OF ARIZONA NIT � R Cout of hum xn DIANE MANGIALARD1 M Commission Expires March 17, 2016 10668135,*3