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HomeMy WebLinkAboutResolution 2007-082 cascada development agreement F. ANN RODRIGUEZ, RECORDER REC0RDED' BY: M S DEPUTY RECORDER 1966 ES1 DOCKET: 13057 PAGE: 671 NO. OF PAGES: 2 SEQUENCE: 20070960295 05/17/2007 RES 13:42 SMARA TOWN OF MARANA ATTN: TOWN CLERK 11555 W CIVIC CENTER DR MARANA AZ 85653 MAIL AMOUNT PAID $ 8.00 MARANA RESOLUTION NO. 2007-82 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE CASCADA DEVELOPMENT AGREEMENT. WHEREAS the Mayor and Council find that the terms and conditions of the Cascada Development Agreement are in the best interest of the Town. ' NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Cascada Development Agreement between the Town of Marana and Fidelity National Title Agency, Inc, an Arizona corporation, as Trustee under Trust No. 60,182, attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it for and on behalf of the Town of Mar ana. BE IT FURTHER RESOLVED that the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the aforementioned agreement. . P~I> ANI>ADOPTlID-BY-THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 16th day of May, 2007. i:C Mayor E ATTEST: ",~_ ~;, ~l!!; Tl ~ .':!';- . .'I;"Ij.", ~ ~ . · ~ ,. "'Ii,; OF Md'ij~~ S" ~'I'I\'lim"J'J; ~ s ~ ~~~~ ::: Pi CORPORATE ~ '):" ~ ~r-.:: ocx:> ~ _ = = EAL:: - ~ ~ " ;:... "... ~S i:;: ~ ~ {f:s ~ ~iilm\\\!.1 ~ ,,/2. iid~';'~ "'<;Jgq~~~\t... ...."<l'~'~.,.liI\jt {00004717.DOC /} FJC/cds 5/4/07 '2.. Exhibit A to Marana Resolution No. 2007-82, entitled CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT, by and between the Town of Marana and Fidelity National Title Agency, Inc. as Trustee under Trust No. 60,182, was recorded separately on May 17, 2007, at Docket -'~lY31 , Page (p -+ 2> in the Office of the Pima County Recorder. :i. ::~~ [:11 ~,~ ,,::1 "~;~" I/~ ~,~ b ~;ir Ir.~~ ,;(., . \ I .F. ~ RODRIGUEZ, RECORDER RECORDED BY: M S DEPUTY RECORDER 1966 ES1 DOCKET: 13057 PAGE: 673 NO. OF PAGES: 21 SEQUENCE: 20070960296 05/17/2007 AG 13:42 SMARA TOWN OF MARANA ATTN: TOWN CLERK 11555 W CIVIC CENTER DR MARANA AZ 85653 MAIL AMOUNT PAID $ 16.00 CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT TOWN OF MARAN A, ARIZONA THIS DEVELOPMENT AGREEMENT ("Agreement") is made by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town") and FIDELITY NATIONAL TITLE AGENCY, INC, an Arizona corporation, as Trustee under Trust No. 60,182 and not in its corporate capacity (the "Owner"). The Town and the Owner are collectively referred to in this Agreement as the "Parties," and each is sometimes individually referred to as a "Party." RECITALS A. The Owner owns or controls approximately 1,476 acres of land located in the Town limits, as depicted on the map attached as Exhibit "A" and legally described in Exhibit "B" (the "Property"). The Property and its development were included in and subject to the provisions of the Acacia Hills Specific Plan, Marana Ordinance No. 88.16, adopted July 5, 1988; or the Northgate Specific Plan, Marana Ordinance No. 91.09, adopted May 7, 1991 (collectively, the "Old Specific Plans"). The Old Specific Plans would have permitted the development of more than 10,000 units on the Property. B. The portion of the Property covered by the Northgate Specific Plan is also the subject of the Northgate Development Agreement recorded in the Pima County Recorder's Office in Docket 9038, at Pages 353-381 (the "Northgate Development Agreement"). C. The Property is included in the various phases of development set forth in the Cascada Specific Plan (the "Cascada Plan"), which was adopted by the Town on December 5, 2006 by Marana Ordinance No. 2006.23 to modify, amend and supersede the Old Specific Plans as to the Property. The Cascada Plan effectively downzones the Property and substantially reduces the number of units to be developed within the Property to the densities proposed in the Cascada Plan instead of the more than 10,000 units permitted under the Old Specific Plans. D. With the December 5, 2006 approval and adoption of the Cascada Plan and with the approval of this Agreement, the Old Specific Plans, including any and all related development agreements, shall be modified, amended and superseded only as to the Property, and the Property shail be developed in phases pursuant to the Cascada Plan, as clarified and supplemented by this Development Agreement. E. The Cascada Plan also includes numerous special design features and public amenities not included in the Old Specific Plans, including without limitation, special street standards and an integrated system of trails and several hundred acres of open space featuring, among other things, over 220 acres of natural undisturbed open space and wildlife habitat; approximately 100 acres of drainage ways, including undisturbed drainage bottom and wildlife corridors; more than 360 acres of open space within the area designated as Parcel 5 in the Cascada Plan; and approximately 67.4 acres designated as recreational open space to be dedicated to and maintained by the Town and approximately 13 acres of recreational open :t ::~~ ~,~ t:: '"'"~ "]1 ~~ ~~l ~'.." \,"111 ,,:~, ,;~~ 'I,~i {00002248DOC 17} 5/1/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 1 - 1-1 --...._.._....~.~.-.........,.....,"-"_._"..,' space to be transferred and maintained pursuant to paragraph 2.9 of this Agreement, which will include multi..purpose recreation facilities and on-site storm water retention/detention. /' F. Pursuant to the Old Specific Plans, the Owner has made substantial improvements and commitments and, pursuant to the Cascada Plan and this Agreement, will continue to make a substantial commitment of resources for public and private improvements during each phase of the development of the Property, including, without limitation, roadways, parks, public trails, open space and wildlife corridors, an open space management plan, schools, sewer and water \ -,service, other utilities, and similar or related improvements. G. The Town and the Owner further acknowledge that the development of each phase of the Property, pursuant to the Cascada Plan and this Agreement, will result in planning and economic benefits to the Town and its residents. H. The Northgate Development Agreement expressly provides, subject to specific limitations, that after the date of the development agreements applicable under the Old Specific Plans (May 7,1991) "the Town shall not impose or enact any additional conditions, exactions, dedications, development or impact fees, rules or regulations applicable to or governing the development of the Property." This language is referred to in this Agreement as the "Northgate Vesting Language." I. The Town questions the validity of the Northgate Vesting Language for reasons including (i) the Owner's failure to undertake substantial development in reliance on the Old Specific Plans and the Northgate Development Agreement within a reasonable time after their adoption, (ii) the absence of a reasonable time limitation on the Northgate Vesting Language, resulting in an illegal attempt to restrict future Councils' legislative authority, (iii) the absence of benefit (consideration) to the Town, and (iv) special treatment of the Owner with respect to development impact fees in violation of A.R.S. S 9-463.05, which requires that all such fees be "assessed in a non-discriminatory manner." J. The Owner contends that it has substantially changed its position and has made substantial commitments and invested substantial resources in reliance on the Old Specific Plans and the Northgate Development Agreement and further contends that the Northgate Vesting Language is legally binding, enforceable and effective. K. The Parties desire to set aside their disagreement about the Northgate Vesting Language by superseding and replacing the Northgate Development Agreement as to the Property with this Agreement. L. The Town has determined that it is in the best interests of the Town and its residents to have the Property developed pursuant to the Cascada Plan and its reduced densities and special features, and subject to the substantial additional conditions, exactions, and commitments' contained in the Cascada Plan, and to the extent provided for in this Agreement. M. The Town is currently in the design process on a project to construct a new Interstate] 0 interchange at Twin Peaks Road (the "Twin Peaks TI Project"), and anticipates that constru,ction will begin in April 2008. N. The plans for the Twin Peaks T1 Project include fully reconstructed roadways for Camino de Manana and Linda Vista Road adjacent to and in the vicinity of the Property. The fully reconstructed Camino de Manana and Linda Vista Road improvements as they would be {00OO2248 DOC 17} 511120074:49 PM CASCADA SPECIFlC PLAN DEVELOPMENT AGREEMENT - 2 - ~[ ";t' li",~1 ~~;~ i:::i ;:1 it:) i~:"1i ~:~ fl., ,:~ r'"~~ :~, .,a constructed as part of the Twin Peaks TI Project are referred to in this Agreement as the "CdM/L V Improvements." O. To facilitate the timely development of the Cascada Plan, the Owner desires to construct limited portions of the CdM/L V Improvements before construction of the Twin Peaks TI Project begins. P. The Parties desire to allow the Owner the flexibility to construct portions of the CdM/L V Improvements as long as the Owner's construction does not unreasonably interfere with or delay the Twin Peaks TI Project. Q. Certain portions of the Property are designated as open space under the Cascada Plan based on restrictions under a conservation easement in favor of the federal government. If the federal government waives or adjusts the conservation easement restrictions, the Owner plans to file an application to amend the Cascada Plan to allow affected portions of the conservation easement to be developed, and the Owner acknowledges that any such amendment to the Cascada Plan shall be subject to approval by the Town Council. R. This Agreement is consistent with the portions of the Town's General Plan applicable to the Property. S. The Parties understand and acknowledge that this Agreement is a "Development Agreement" within the meaning and pursuant to the terms of A.R.S. S 9-500.05. AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth i11 this Agreement, the Parties hereby agree as follows: Article 1. Effect. 1. I. The Northgate Development Agreement. As of the effective date of this Agreement, the Northgate Development Agreement is superseded as to the Property and replaced by this Agreement. 1.2. Geographic Effect. The Cascada Plan and this Agreement shall not have any effect on land covered by the Old Specific Plans but not included within the Property except as expressly permitted by this Agreement or an amendment to the Cascada Plan. Article 2. Development of the Property. 2.1. General. The development of the Property shall be governed by the underlying zoning or land use designation and the standards provided for in the Cascada Plan, including the Owner's design and development standards and guidelines, as clarified and supplemented by this Agreement. The Marana Development Code, including the written rules, regulations, substantive procedures, and policies relating to development of land, adopted or approved by the Mayor and Council (collectively the "Marana Development Code") in effect on the effective date of the Cascada Plan shall apply to the extent not covered by the Cascada Plan or this Agreement. For purposes of this Agreement, the underlying zoning or land use designation ("Land Use Designation") shall mean full development, exclusive of voluntary limitations or restrictions, under the controlling Land Use Designation included in the Cascada Plan, and if not so covered, under the Marana Development Code. .Iil .t d"'~1 .,.s, l;~ i::ii '''''," .,1 1~ !~ b ,.:~ ., ::~k (00002248 DOC 17) 5/1/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 3 - -__'_-,"_"'"",~"-""_'~'~~ffi"~'_"~'h"'''''''~~_''"~,",'''_""",,,,~"~_,".,,"...., 2.2. Specific Plan. The Cascada Plan and its underlying Land Use Designations, as clarified and supplemented by this Agreement, are hereby incorporated into the Town's General Plan for all purposes. Development of the Property shall be in accordance with the Cascada Plan, as may be amended from time to time. The Owner is authorized to implement the uses, densities, and intensities set forth in the Cascada Plan, and will be accorded all approvals necessary to permit the Owner to implement the Cascada Plan, subject to the Town's review and approvals of appropriate and required applications, block and subdivision plats, development or site plans and applicable development standards and specifications. The Town and the Owner acknowledge that adjustments to the Cascada Plan, including the reasonable waiver or adjustment of conditions or limitations on the uses or densities included within the Cascada Plan, may be necessary from time to time to reflect actual roadway alignments, changes in market conditions, development financing, and/or to meet the new requirements of one or more of the potential users or builders of any part of the Property. The Parties shall cooperate in good faith to agree upon and use reasonable best efforts to process any adjustments to the Cascada Plan. Consistent with the administrative procedure provided for in the Town's existing regulations and the terms of this Agreement and subject to the limitations set forth in paragraph 4.3 below, 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 Owner in order to implement, and which are reasonably consistent with, the underlying Land Use Designations in the Cascada Plan. The Town's failure to timely approve any permits, plans, specifications or plats, or other matters necessary to permit the Owner or any user or builder within the Property to reasonably implement the Cascada Plan, shall be in breach of this Agreement. If and when the Parties find that changes or adjustments are necessary or appropriate to be made to the Cascada Plan, they shall, unless otherwise required by law, effectuate such changes or adjustments through administrative amendments approved by the Town's Planning Director, which after execution, shall be attached as an addendum to and shall become part of the Cascada Plan, and may be further changed and adjusted from time to time as necessary, with the approval of the Town and the Owner as provided in this paragraph. Unless otherwise required by law, no such administrative adjustment shall require prior notice or hearing. Notwithstanding the foregoing, the following matters shall not be considered administrative changes or amendments, but shall be considered substantive amendments which shall be reviewed by the Planning and Zoning Commission and approved by the Town Council: 2.2.1. Alteration of the permitted uses of the Property; 2.2.2. Increase in the density or intensity of use or number of dwelling units, except as otherwise allowed in connection with the transfer of specific density and intensity requirements between individual parcels as provided in the Cascada Plan and this Agreement; 2.2.3. Increase in the maximum height and size of permitted buildings (except as allowed in connection with the transfer of specific building height and size limitations between individual parcels within the Property as provided in the Cascada Plan and this Agreement); and, 2.2.4. Deletion of a requirement for the reservation or dedication of land for public purposes, except for minor boundary adjustments approved by the Planning Director. 2.3. Development Review. Each phase of the Property shall be developed in a manner consistent with the Development Regulations and the Cascada Plan, as clarified by this .t II<::~I ~~ S ':ii" ~~) !~ ~>.,~ Cl'r ,;~" b (00002248.DOC / 7) CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 4 - 5/1/20074:49 PM """"'_....,~-~.'--~...............~,.,-"."..... Agreement. The Cascada Plan establishes the basic land uses, the densities and intensities of such uses, whereas this Agreement quantifies the exactions and the development regulations applicable to the development ofthe Property. Upon the Owner's compliance with the applicable development review and approval procedures and the substantive requirements of the development regulations that now apply to the Property, the Town agrees to timely process all submittals for any portion of the Property and to timely approve such block plats, any subdivision or other plats and any building or other permit applications consistent with the Cascada Plan and applicable development regulations and to timely issue such permits or similar approvals for the Property. 2.4. Zoning and Plat Conditions. The Owner agrees to fulfill all related conditions of the Cascada Plan and other applicable development regulations. The Cascada Plan, as clarified and supplemented by this Agreement, supersedes the existing subdivision plats within the Property. 2.5. Abandonment of Previously Dedicated Rights-of-Way and Easements. Subject to compliance with any applicable statutory requirements (for example, A.R.S. S 9-407 or A.R.S. S 28-7203), any road or other dedication or easement in favor of the Town made pursuant to the Old Specific Plans or located on the Property or contained in or conveyed pursuant to any deed or subdivision plat within the Property shall be deemed abandoned effective upon the realignment of any such road or other dedication or easement or upon the recording of a new or amended plat covering the land area with the particular road or other dedication or easement. 2.6. Archaeological/Historic Resources. Development of each phase of the Property shall meet all Town requirements set forth in Title 2 and Title 20 of the Marana Development Code related to Archeological and Historic Resources. 2.7. Residential Design Guidelines. All residential construction on any portion of the Property shall be constructed in accordance with the design standards and guidelines contained in the Cascada Plan. The Parties acknowledge and agree that the residential guidelines contained in the Cascada Plan fall within the exception for specific plan-tailored design standards found at Section 8.06.02(B) of the Marana Land Development Code; consequently, the Town's residential guidelines as adopted in Marana Ordinance No. 2005.18 shall not apply to the Property. 2.8. No Manufactured Housing. No manufactured housing shall be permitted on any portion of the Property. 2.9. Management of Open Space. Owner shall cause to be prepared, at Owner's cost, a plan for. the proper management and maintenance of the open space areas included in the Cascada Plan. One or more homeowners associations established by declarations of restrictive covenants recorded over all or part of the Property or a government or conservation entity the Town reasonably determines is willing and able to permanently maintain the undisturbed natural areas as required by the Cascada Plan and this Agreement shall be given: 2.9.1. Enforcement authority over and control of all undisturbed natural areas set aside and maintained as required by the Cascada Plan and this Agreement; and 2.9.2. Permanent ownership of all undisturbed natural areas set aside and maintained as required by the Cascada Plan and this Agreement that are located outside the boundaries of individually-owned residential lots. 2.10. Alignment of Roadways and Adjustments. The Parties acknowledge that the locations and alignments of major roadways set forth in the Cascada Plan are based on current conceptual {00002248 DOC / 7} 5/1/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 5 - "~ ,;!' .$: ~W @i f~~~~ ~~ l:~ !;:l r'''ijl l r~;~p ....._~............"'_.........,"-,.""_....."''''.""''~,.~-''''',..........~;,.."..,,._~,~_..,' designs and traffic projections. The actual design and improvement of the major roadways within the Property, including Camino de Manana and Linda Vista, will necessarily require adjustments from existing roadway alignments and corresponding parcel boundaries. Upon completion of the design and actual construction of the major roadways within the Property, the boundaries of the parcels established by the Cascada Plan shall be adjusted to correspond to the actual alignment of the roadways, as constructed, through the submittal of a revised plat or similar submittal permitted by paragraph 2.11 of this Agreement. In such submittal, Owner shall have the right to adjust the permitted uses and densities of land located along the actual roadway alignment to preserve the overall percentage or ratio of each such use and density classification within the Property permitted under the Cascada Plan. 2.11. Revised Plat. The Owner may submit and the Town shall approve revised block plats, subdivision plats, development plans or similar submittals for portions of the Property which may vary from the Cascada Plan, provided that the revisions in any such submittal are substantially consistent with the general development concept and underlying Land Use Designations contained in the Cascada Plan, or the provisions of this Agreement, without the necessity of amending the Cascada Plan or this Agreement. The determination of consistency shall be made by the Town's Planning Director, and appeals may be taken to the Town's board of adjustment in a manner consistent with other zoning interpretation appeals. 2.12. Timing. The Town and Owner acknowledge the necessity of prompt review by the Town of all plans, applications, and other materials submitted by the Owner ("Submitted Materials") pursuant to the Cascada Plan, this Agreement, or any zoning, permit, or other similar procedure pertaining to the development of the Property. The Town agrees to use its best efforts to accomplish such prompt and expeditious review of all such Submitted Materials whenever possible. Article 3. Utilities and On-Site Infrastructure. 3.1. Water Utilities. 3.1.1. The Owner will enter into a standard form Water Service Agreement with the Town for potable (and non-potable should Owner so agree) systems which sets forth the various agreements of the Parties relating to, among other things, the interconnection and main extension from the existing water system, and the development, construction, dedication, ownership, and design of the water system. 3.1.2. The Owner shall at its own cost design and construct and have in actual operation and service the following water infrastructure improvements (for purposes of this paragraph, the term "EDU" means "equivalent demand unit"; that is, the amount of water used by a typical single-family detached home, which the Town currently estimates to be 335 gallons per day): 3.1.2.1. A Z-Zone booster capacity upgrade of 780 gallons per minute on or before connection of uses on the Property totaling 612 EDUs. 3.1.2.2. An 865 gallon-per-minute well (generally referred to as "Well 2") on or before connection of uses on the Property totaling 700 EDUs. 3.1.2.3. An 865 gallon-per-minute well (generally referred to as "Well 3") on or before connection of uses on the Property totaling 1,860 EDUs. 1 ::3: ~~ ~""' ,,;~! '''," ,I ~,~JI ~~ ~,. ~J t!!1 ~~:~ {00002248.DOC 17} 5/1/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 6 - 3.1.2.4. A 640,000 gallon storage capacity upgrade (reservoir) on or before connection of uses on the Property totaling 2,197 EDUs; provided, however, that if construction of a regional storage facility adequate to serve the Property begins before the Owner begins construction of this 640,000-gallon reservoir, the Owner shall contribute the estimated cost of the 640,OOO-gallon reservoir toward the construction of the regional storage facility on or before connection of uses on the Property totaling 2,197 EDUs. 3.1.3. The Town's monthly base water service fee for one-inch residential meters, which are being installed to serve homes on the Property instead of %" x %" meters to accommodate fire suppression facilities, shall be the same as the Town's monthly base water service fee for %" x %" meters. 3.2. Fire Protection. Before a certificate of occupancy is issued for any dwelling unit on the Property, the Owner shall have completed or shall provide evidence to the Town that Owner has made a diligent effort to complete the process of having the Property annexed into the Northwest Fire District. 3.3. Compliance with State and Federal Laws and Regulations. Owner expressly acknowledges that no approval, permit or authorization of the Town authorizes the Owner to violate any applicable federal or state laws or regulations, or relieves the Owner from the independent responsibility to ensure compliance with all applicable federal and state laws and regulations, including but not limited to the Endangered Species Act and Clean Water Act. Article 4. Owner's Contributions for Roadway Improvements, Public Schools, and Public Parks and Trails 4.1. Cascada Plan Roadways. The Owner shall construct all interior subdivision streets and roads within thl~ Property as set forth in the Cascada Plan in connection with the development of the various phases of the Property under the Cascada Plan. Owner may choose to utilize the Town's public street standards even on streets initially shown as private in the Cascada Plan where Owner and Town agree that the street will be dedicated to the Town. 4.2. Maior Routes Right-of-Way Dedications. The Owner shall dedicate all rights-of-way needed from the Property for any portion of the Twin Peaks TI Project (including without limitation the CdM/L V Improvements), Camino de Manana and Lambert Lane, as shown on the Town's current major streets and routes plan. The dedication shall occur upon the earlier of the following: 4.2.1. When the Town requests the right-of-way (generally upon completion of 90% plans for the roadway that is the subject of the requested portion of right-of-way); or 4.2.2. Upon recordation of a subdivision plat for property that includes or is adjacent to the right-of-way. 4.3. Concurrency of On site Development and the Twin Peaks TI Proiect. The Owner shall be permitted to construct improvements on the Property before and during the construction of the Twin Peaks Tl Project, provided that construction activities on the Property and on adjacent roadways shall not unreasonably interfere with the construction of the Twin Peaks TI Project. 4.4. Owner's Construction of Portions of the CdM/L V Improvements. The Owner shall be permitted to construct portions of the CdM/L V Improvements (in conformance with the Town- approved engineering plans for the CdM/L V Improvements) to the extent they are necessary for t ::::fi: ~S~ it~' :,,:1 "'j;' ,l ir.~~ l:~ ~.., ~.'p ~;~t ::~ {00002248.DOC / 7) CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 7 - 5/1/20074:49 PM "---"""'-""""""'"'-~........."....,'-,,',,.,_.""<,..,..,. development of the Cascada Plan so long as the Owner's construction begins not later than eight months before and is contractually obligated to finish not later than the date of the then- anticipated stan of construction of the Twin Peaks TI Project. Owner shall receive development impact fee credits (see Article 6 below) against the Marana South Transportation Development Impact Fee for its actual cost to construct portions of the CdM/L V Improvements. 4.5. Public Parks and Public Trails. The Property is subject to the Town-Wide Park Development Impact Fee adopted by Ordinance No. 2005.11, as amended from time to time (the "Park Impact Fee"). Owner shall receive development impact fee credits (see Article 6 below) against the Park Impact Fee for all land dedicated for public parks or public access trails, whether by the grant of fee title or a public access easement, and all costs incurred by Owner in the construction or improvement of the regional park and other public access parks or trails included in the Cascada Plan. 4.6. School Land. Pursuant to separate Agreement with the Marana Unified School District, Owner will contribute a School Improvement Contribution Fee of $1,200 per residential lot, payable to the Marana Unified School District. The School Improvement Contribution Fee shall be due and payable at the issuance of the building permit for each residential unit. Article 5. Cooperation and Alternative Dispute Resolution. 5.1. Appointment of Representatives. To further the commitment of the Parties to cooperate in the progress of the Development, the Town and the Owner each shall designate and appoint a representative to act as a liaison between the Town and its various departments and the Owner. The initial representative for the Town (the "Town Representative") shall be the Planning Director, and the initial representative for the Owner shall be Larry Kreis or a replacement to be selected by the Owner. The representatives shall be available at all reasonable times to discuss and review th~: performance of the Parties to this Agreement and the development of the Property. 5.2. Default; Remedies. If either Party defaults (the "Defaulting Party") with respect to any of that Party's obligations under this Agreement, the other Party (the "Non-Defaulting Party") shall be entitled to give written notice in the manner prescribed in Article 8 to the Defaulting Party, which notice shall state the nature of the default claimed and make demand that such default be com~cted. The Defaulting Party shall then have (i) twenty days from the date of the notice within which to correct the default if it can reasonably be corrected by the payment of money, or (ii) thirty days from the date of the notice to cure the default if action other than the payment of money is reasonably required, or if the non-monetary default cannot reasonably be cured within sixty days, then such longer period as may be reasonably required, provided and so long as the cure is promptly commenced within sixty days and thereafter diligently prosecuted to completion. If any default is not cured within the applicable time period set forth in this paragraph, then the Non-Defaulting Party shall be entitled to begin the mediation and arbitration proceedings set forth in this Article. The Parties agree that due to the size, nature and scope of the Development, and due to the fact that it may not be practical or possible to restore the Property to its condition prior to Owner's development and improvement work, once implementation of this Agreement has begun, money damages and remedies at law will likely be inadequate and that specific performance will likely be appropriate for the enforcement of this Agreement. This paragraph shall not limit any contract or other rights, remedies, or causes of action that either Party may have at law or in equity. 1 "'~r.; ~~ ~~; f"111 " ~~~ ~~~ij ~::11 ~::~ (~~ {00002248.DOC / 7) 5/1/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 8 - -....._--~.____....~,~,,,._.~........__"'...,""__-w..,..,, 5.3. Mediation. If there is a dispute under this Agreement which the Parties cannot resolve between themselves, the Parties agree that there shall be a forty-five day moratorium on arbitration during which time the Parties agree to attempt to settle the dispute by nonbinding mediation before commencement of arbitration. The mediation shall be held under the commercial mediation rules of the American Arbitration Association. The matter in dispute shall be submitted to a mediator mutually selected by Owner 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 Owner shall request the presiding judge of the Superior Court in and for the County of Pima, State of Arizona, to appoint an independent mediator. The mediator selected shall have at least five years' experience in mediating or arbitrating disputes relating to real estate development. The cost of any such mediation shall be divided equally between the Town and the Owner. The results of the mediation shall be nonbinding on the Parties, and any Party shall be free to initiate arbitration after the moratorium. 5.4. Arbitration. After mediation, as provided for in this Article, any dispute, controversy, claim or cause: of action arising out of or relating to this Agreement shall be settled by submission of the matter by both Parties to binding arbitration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. S 12-501 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction. Article 6. Future Development Impact Fees 6.1. Credits. If the Town adopts a development impact fee for the same infrastructure for which the Owner has contributed land or made improvements or paid a voluntary fee pursuant to this Agreement, the Owner shall be entitled to a credit for such contributions as set forth in A.R.S. 9 9-463.05. 6.2. Value of Dedicated Property. The portions of the Property dedicated for public use ("Dedicated Property") and for which Owner is entitled to receive a development impact fee credit shall be valued based on property values used to establish the applicable development impact fee. The: Marana South Transportation Development Impact Fee was established without including any anticipated costs for right-of-way acquisition. Consequently, to the extent dedication of right-of-way could be properly required for development of the Cascada Plan, no development impact fee credit will be granted for right-of-way dedicated for improvements funded by the Marana South Transportation Development Impact Fee unless it is amended to' include right-of-way costs or unless the Town adopts some other roadway development impact fee against which the right-of-way may be creditable. Nothing in this paragraph waives the Owner's rights conferred by A.R.S. S 9-500.12. The credit shall be based on the fair market value of the dedicated land at the time of its dedication. Artiele 7. Protected Development Rights 7.1. General. To ensure reasonable certainty, stability and fairness to the Owner and the Town for a reasonable period of time, the land use designations, uses, and densities that now apply to the Property, as amended by this Agreement, shall remain in effect and shall not be changed without the consent of the Owner as follows: 7.1.1. For a period of seven years after the effective date of this Agreement. :1 I.'~al .,.~, ~:~ s f~~~; '1'1 t~l ~"'" ~;:p ~;~ :1 {00002248.DOC /7} 5/1/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 9 - 7.1.2. For an additional seven-year period if within the seven-year period referenced in paragraph 7.1.1 above the Owner has accomplished all of the following: 7.1.2.1. Construction of the outfall sewer line intended to serve the development of the Cas(;ada Plan south of Lambert Lane; 7.1.2.2. Construction of a reservoir addition, approximately 640,000 gallons in size, augmenting the existing Hartman Vistas Reservoir; 7.1.2.3. Construction of a 16-inch water main intended to serve the development of the Cascada Plan; and 7.1.2.4. Obtaining active permits and undertaking grading, paving and other infrastructure improvements, including roadways, ultimately to be dedicated to the public. 7.1.3. For an additional six-year period ifby the end of the seven-year period referenced in paragraph 7.1.2 above the Owner has accomplished the following: 7.1.3.1. Construction of a second 16-inch well site to be dedicated to the Town (or other applicable water company); and 7.1.3.2. Further engaged in grading, paving sewer and water installations in furtherance of the development specified in the Cascada Plan and infrastructure improvements required by the Town of Mar ana. 7.2. Market Conditions and Unforeseen Events. To the extent market conditions or other unforeseen events impede the completion of development within 21 years, and to the extent there is not an over-riding public need to modity the Cascada Plan, the Town and the Owner agree to resolve, in good faith, the balancing of rights and further obligations against the public good in order to fulfill the objectives of the Cascada Plan. Article 8. Notices and Filings. 8. 1. Manner of Serving. All notices, filings, consents, approvals and other communications provided for in or given in connection with this Agreement shall be validly given, filed, made, transmitted or served if in writing and delivered personally or sent by registered or certified United States mail, postage prepaid, if to (or to such other addresses as any Party may from time to time designate in writing and deliver in a like manner): To the Town: Town Manager Town of Marana Marana Municipal Complex 11555 West Civic Center Drive, A3 Marana, AZ 85653 "~ ,~" :3 ~;:Ii ~."' .::) '"'I' "I To Owner: Red Point Development, Inc. 8710 North Thornydale Road, #120 Tucson, AZ 85742 Article 9. General Terms and Conditions. 9.1. Term. This Agreement shall become effective upon its execution by all the Parties and the effective date of the resolution or action of the Town Council approving this Agreement (the {00002248.DOC 17) 5/1/20074:49 PM N (;) ~'''' ,,:.1 B ;j"~1 ,~~'" CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 10- "Effective Date"). The term of this Agreement shall begin on the Effective Date and, unless sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all purposes on the twentieth anniversary of the Effective Date. If the Parties determine that a longer period is necessary for any reason, the term of this Agreement may be extended by written agreement of the Parties. The Developer shall be entitled to terminate this Agreement if the Town materially impairs the development entitlements on the Property granted by this Agreement. 9.2. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right or remedy, and no waiver by the Town or the Owner of the breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. 9.3. Attorney's Fees. If any Party brings a lawsuit against any other Party to enforce any of the terms, covenants or conditions of this Agreement, or by reason of any breach or default of this Agreement. the prevailing Party shall be paid all reasonable costs and reasonable attorneys' fees by the other Party, in an amount determined by the court and not by the jury. Nothing in the use of the word "lawsuit" in the preceding sentence shall constitute a waiver of paragraph 5.4 above, requiring disputes to be resolved by binding arbitration. 9.4. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 9.5. Headings. The descriptive headings of this Agreement are intended to be used to assist in interpreting the meaning and construction of the provisions of this Agreement. 9.6. Recitals. The Recitals set forth at the beginning of this Agreement are hereby acknowledged, confirmed to be accurate and incorporated here by reference. 9.7. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been incorporated in this Agreement by reference with the same force and effect as if fully set forth in the body of this Agreement. 9.8. Further Acts. Each of the Parties shall execute and deliver all documents and perform all acts as reasonably necessary, from time to time, to carry out the matter contemplated by this Agreement. Without limiting the generality of the foregoing, the Town shall cooperate in good faith and process promptly any requests and applications for plat or permit approvals or revisions, and other necessary approvals relating to the development of the Property by the Owner and its successors. "~ .1. i~ )r~'i :.:::~ ~":WI } 9.9. Future Effect. 9.9.1. :rime Essence and Successors. Time is of the essence of this Agreement. All of the provisions of this Agreement shall inure to the benefit of and be binding upon the successors, assigns and legal representative of the Parties, except as provided in paragraph 9.9.2 below. Notwithstanding the foregoing, to the extent permitted by law, the Owner's rights under this Agreement as to all or any phase or portion of the Cascada Plan or the Property may only be assigned by a written instrument, agreed to by all of the Parties and recorded in the Official Records of Pima County, Arizona, expressly assigning such rights, {00002248.DOC 17} 5/]/20074:49 PM CASCADA SPECIF]C PLAN DEVELOPMENT AGREEMENT - 11 - 1;) ~~) ~~ ~~~~ 3 and no obligation of the Owner under this Agreement shall be binding upon anyone owning any right, title or interest in the Property unless such obligation has been specifically assumed in writing or unless otherwise required by law. The Town understands that the Owner may create one or more entities or subsidiaries wholly owned or controlled by the Owner for purposes of carrying out the development of the Property as contemplated in this Agreement, and the Town's consent to the Owner's assignment of its rights under this Agreement to such entities or subsidiaries shall not be withheld. In the event of a complete assignment by Owner of all rights and obligations of Owner under this Agreement, or as to any phase or portion of the Cascada Plan or the Property, Owner's liability under this Agreement shall terminate, as to the phase or portion ofthe Property assigned, effective upon the assumption of those liabilities by Owner's assignee, provided that the Town has approved the assignment to such assignee, which approval shall not unreasonably be withheld. 9.9.2. Termination Upon Sale to End Purchaser or User. This Agreement shall terminate without the execution or recordation of any further document or instrument as to any lot which has been finally subdivided and individually (and not in "bulk") leased (for a period of longer than one year) or sold to the end purchaser or user and thereupon such lot shall be released from and no longer be subject to or burdened by the provisions of this Agreement. 9.10. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between the Owner and the Town. No term or provision of this Agreement is intended to, or shall be for the benefit of any person, firm, organization or corporation not a party to this Agreement, and no such other person, firm, organization or corporation shall have any right or cause of action under this Agreement. 9.11. Other Instruments. Each Party shall, promptly upon the request of the other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably request or appropriate to evidence or give effect to the pr~visions of this Agreement. 9.12. Imposition of Duty by Law. This Agreement does not relieve any Party of any obligation or responsibility imposed upon it by law. 9.13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Agreement. 9.14. Amendments to Agreement. No change or addition shall be made to this Agreement except by a written amendment executed by the Parties. The Parties agree to cooperate and in good faith pursue any amendments to this Agreement that are reasonably necessary to accomplish the goals expressed in the Final Plats or Development Plans governing the Property and Cascada Plan as amended by this Agreement. Within ten days after any amendment to this Agreement, it shall be recorded in the office of the Pima County Recorder by and at the expense of the Party requesting the amendment. 9.] 5. Names and Plans. The Owner shall be the sole owner of all names, titles, plans, drawings, specifications, ideas, programs, ideas, designs, and work products of every nature at any time developed, formulated or prepared by or at the instance of the Owner in connection with the Property or any plans; provided, however, that in connection with any conveyance of 'I ':':~I .,,'1' 1~~:1i ,,,J! -,'" ljo."li ;~ll ~~ l~) ~'"' ~:~ ~::;f .,::l {00002248,DOC /7} 5/1/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 12 - portions of the infrastructure as provided in this Agreement such rights pertaining to the portions of the infrastructure so conveyed shall be assigned to the extent that such rights are assignable, to the appropriate governmental authority. 9.16. Good Standing; Authority. The Owner represents and warrants to the Town that it is duly formed and validly existing under the laws of Arizona and is authorized to do business in the state of Arizona. The Town represents and warrants to the Owner that it is an Arizona municipal corporation with authority to enter into this Agreement under applicable state laws. Each Party represents and warrants that the individual executing this Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. 9.17. Severability. If any provision of this Agreement is declared void or unenforceable, it shall be severed from the remainder of this Agreement, which shall otherwise remain in full force and effect. If a law or court order prohibits or excuses the Town from undertaking any contractual commitment to perform any act under this Agreement, this Agreement shall remain in full force and effect, but the provision requiring the act shall be deemed to permit the Town to act at its discretion, and if the Town fails to act, the Owner shall be entitled to terminate this Agreement. 9.18. Governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall take place in Pima County, Arizona. Nothing in the use of the word "litigation" in the preceding sentence shall constitute a waiver of paragraph 5.4 above, requiring disputes to be resolved by binding arbitratilon. 9.19. Interpretation. This Agreement has been negotiated by the Town and the Owner, and no Party shall be deemed to have drafted this Agreement for purposes of construing any portion of this Agreement for or against any Party. 9.20. Recordation. The Town shall record this Agreement in its entirety in the office of the Pima County Recorder no later than ten days after it has been executed by the Town and the Owner. 9.21. No Owner Representations. Except as specifically set forth in this Agreement, nothing contained in this Agreement shall be deemed to obligate the Town or the Owner to complete any part or all of the development of the Property. 9.22. Approval. If any Party is required pursuant to this Agreement to give its prior written approval, consent or permission, such approval, consent or permission shall not be unreasonably withheld or delayed. 9.23. Force Majeure. If any Party shall be unable to observe or perform any covenant or condition of this Agreement by reason of "force majeure," then the failure to observe or perform such covenant or condition shall not constitute a default under this Agreement so long as such Party shall use its best effort to remedy with all reasonable dispatch the event or condition causing such inability and such event or condition can be cured within a reasonable amount of time. "Force majeure," as used in this paragraph, means any condition or event not reasonably within the control of such Party, including without limitation, "acts of God," strikes, lock-outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government of the United States or any state thereof or any of their departments, agencies, or officials, or of any civil or military authority; insurrection; civil disturbances; riots; :1" ,,;~ ~~l i;:~; 7' ~i;l ~~ t...l a r"' ,,:1 {00002248,DOC 17} 511/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 13 - epidemics; landslides; lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of government and of people; explosions; and partial or entire failure of utilities. Failure to settle strikes, lock-outs and other disturbances of employer/employee relations or to settle legal or administrative proceedings by acceding to the demands of the opposing Party or Parties, in either case when such course is in the judgment of and unfavorable to a Party shall not constitute failure to use its best efforts to remedy such a condition. 9.24. Conflict of Interest. This Agreement is subject to A.R.S. ~ 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures. TOWN: OWNER: THE TOWN OF MARANA, an Arizona municipal corr::alIon 1 / . By: ); / .411-l:L-.-- Dat;d Honea, ,ayor -::J j;;;, / tJ 1 . / FIDELITY NATIONAL TITLE AGENCY, INC, an Arizona co oration, as Trustee under Trust No.60,18 and not in its corporate capacity By: Name& title:~~ Date: S-- /r'- () 7 ATTEST: ~~ 0~~~ e OfFICIAl LAURA E. MARTINEZ NOTARY PUBLIC. STATE OF ARIZONA PIMA COUNTY . 2 ~. :i, :3: t~ ~J '"']P ,~ t~ ~ b ~:~ !f;l {00002248.DOC 17} 5/1/20074:49 PM CASCADA SPECIFIC PLAN DEVELOPMENT AGREEMENT - 14 - -'-~"""'''''''''''''''-~--;--'''''"'''~''''''''''~-'-'''''-~''''''-~''~'';- ~ I 4 I 3 I 2 1" = 2000' SOUTHERN PACIFIC RAILROAD ......... . o 0::: ~ 0::: o Z ~ U1 :.:.::::::::: :: ......... ......... . ............. . \ Illif ", ......... ......:... :: '::'.:"':" ,': ,:"':'.: . .: ',': " " ........ : :: ::}:(: -.: >i: POTVIN LN. OASIS RD. EL CAMINO DE MANANA 23 ~ ! e~y CASCADA DATE: MAY 2007 PORTIONS OF SECTIONS 9, , 10, II, 14, 15 & 22 JOB NO: 7'r1 N. SWAN ROAD 4184 TUCSON, ARIZONA 85711 T-12-S, R-12-E, G.&S.R.M. SHEET: TB.: (520) 326-1981 . FAX: (520) 326-2074 PIMA COUNTY ARIZONA / LEGAL DESCRIPTION CASCADA PROPERTY Portions of Sections 9, 10, 11, 14, 15 and 22, Township 12 South, Range 12 East, Gila and Salt River Meridian, Pima County, Arizona, said portions being described as follows: COMMENCING at a punched railroad spike marking the north quarter corner of Section 22, from which a 0.5 inch diameter rebar tagged "RLS 19316" marking the northeast corner of Section 22 lies North 89045' 16" East a distance of2629.14 feet; Thence North 00042'34" West along the east line ofthe southwest quarter of Section 15 a distance of30.00 feet to the north right-of-way line of Palo Fierro Road (now known as Linda Vista Boulevard) as shown in Book 2 of Road Maps at Page 64 and the TRUE POINT OF BEGINNING; Thence South 89045' 18" West along said north right-of-way line, a distance of 30.00 feet to a line. 30.00 feet westerly of and parallel with the east line ofthe southwest quarter of Section 15; Thence South 00042'34" East along said parallel line a distance of30.00 feet to the south line of the southwest quarter of Section 15; Thence South 00025'06" East along a line 30.00 feet westerly of and parallel with the east line of the northwest quarter of Section 22 a distance of 30.00 feet to the south right-of-way line of the aforesaid Palo Fierro Road and the west right-of-way line of Camino de Manana as shown in Book 2 of Road Maps at Page 1; Thence South 00025'06" East along said west right-of-way line a distance of21.98 feet to the beginning of a non-tangent curve concave to the northwest having a radius of 7729.44 to which beginning a radial line bears South 40036'50" East; Thence southwesterly along said curve, through a central angle of 00024'52" an arc distance of 55.91 feet; t :~~$: ~~ ~"" ,,:~ '~"'~ ,/ ~~ ~~ ~i~ :\~ d Thence South 42016'10" West along a non-tangent line a distance of593.87 feet to the beginning of a non-tangent curve concave to the northwest having a radius of7829.44 feet to which beginning a radial line bears South 35052'57" East; Thence southwesterly along said curve through a central angle of 00025'33" an arc distance of 58.19 feet to the northeasterly line of that parcel described in Docket 2363 at Page 94, records of said Pima County; C:\Documents and Settings\vruiz\Local Settings\Temporary Internet Files\OLK2\Cascada 5-14-07.doc Page 1 of6 Thence North 34051 '57" West along said northeasterly line and it's northwesterly prolongation a distance of771.04 feet to the north line of Linda Vista Boulevard as described in Docket 7387 at Page 555; Thence South 89045'18" West along said north line a distance of243.03 feet to the northeasterly right-of-way line ofthe Union Pacific Railroad; Thence North 34051 '57" West along said northeasterly line a distance of2586.54 feet to a 0.5 inch diameter rebar tagged "LS 4527" marking an intersection with the west line of the southwest quarter of Section 15; Thence North 01005'12" West along said west line a distance of 438.15 to a 2 inch diameter open iron pipe marking the west quarter comer of Section 15; Thence North 00042'43" West a distance of2651.90 feet to a 0.625 inch diameter rebar (no tag) marking the northwest comer of Section 15; Thence South 89039'56" West along the south line of the southeast quarter of Section 9, a distance of 1963.88 feet to a 1.5 inch diameter aluminum cap rebar stamped "R/W" marking an intersection with the northeasterly right-of-way line ofthe Union Pacific Railroad, said northeasterly right-of- way line being on a curve concave to the southwest having a radius of 11,038.24 feet to which intersection a radial line bears North 48023'47" East; Thence northwesterly along said curve through a central angle of 03042'14" an arc distance of 713.58 feet to the easterly line of that parcel described in Docket 4096 at Page 183, records of Pima County; Thence North 00010'26" West along said easterly line a distance of799.32 feet to an angle point in said line; Thence South 89037'50" West continuing along an east-west component of said easterly line a distance of 163.48 feet to the west line of the southeast quarter of Section 9; Thence North 00010'33 " West along said westerly line a distance of 842.11 feet to the south line of Parcel "B" as described in Docket 12634 at Page 452, records of Pima County; Thence North 89038'34" East along said south line a distance of 1069.70 feet to the southwesterly line of Roadway Parcel 4 as described in Docket 8096 at Page 1868, records of Pima County; :! "~~ ~~ ~:~ ....~:,jp1 ... Thence South 45004'48" East along said southwesterly line a distance of2191.42 feet to the east line of Section 9; ~:;) 1))1 ~~' '!,~ ~:~ ~i~ Thence South 45004'48" East continuing along said southwesterly line a distance of 313.92 feet to the beginning of a curve in said southwesterly line, said curve being concave to the northeast and having a radius of 1575.00 feet; C:\Documents and Settings\vruiz\Local Settings\Temporary Internet Files\OLK2\Cascada 5-14-07.doc Page 2 of6 Thence southeasterly along said curve and southwesterly line through a central angle of 44056'55" an arc distance of 1235.59 feet to the east line ofthe northwest quarter of the northwest quarter of Section 15; Thence North 00037'14" West along said east line a distance of75.00 to the northeast comer of the northwest quarter of the northwest quarter of Section 15; Thence North 00015'14" West along the east line ofthe southwest quarter of the southwest quarter of Section 10 a distance of 1322.05 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 4 785" marking the northeast comer thereof; Thence South 89056'28" West along the north line of the southwest quarter of the southwest quarter of Section 1 0 a distance of 1330.45 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 4 785" marking the northwest comer thereof; Thence North 00009'14" West along the west line ofthe northwest quarter ofthe southwest quarter of Section 10 a distance of 1320.29 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 4785" marking the west quarter comer of Section 10; Thence South 89038'34" West along the south line of the southeast quarter ofthe northeast quarter of Section 9 a distance of 1308.60 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 4 785" marking the southwest comer thereof; Thence North 00009'24" West along the west line of the southeast quarter of the northeast quarter of Section 9 a distance of 1318.92 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 4 785" marking the northwest comer thereof; Thence North 89035'09" East along the north line of the southeast quarter of the northeast quarter of Section 9 a distance of 1309.12 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 4 785" marking the northeast comer thereof; Thence South 89055'17" East along the north line of the south half ofthe northwest quarter of Section 10 a distance of2651.22 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 4 785" marking the northeast comer thereof; Thence North 89043'48" East along the north line of the south half ofthe northeast quarter of Section 10 a distance of2646.78 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 4 785" marking the northeast comer thereof; ~l. .":~ '...,1. ~~ f<' ,,:~ 7' ~~ ~~ ~;JI ~~ tg Thence South 00032'10" East along the east line of said south half a distance of 1317.4 7 feet to a 0.5 inch diameter rebar tagged "PE 4926" marking the east quarter comer of Section 1 0; Thence North 89049'44" East along the north line ofthe southwest quarter of Section 11 a distance of2637.10 feet to a 2 inch diameter open pipe marking the northeast comer thereof; C:\Documents and Settings\vruiz\Local Settings\Temporary Internet Files\OLK2\Cascada 5-14-07.doc Page 3 of6 Thence South 00028'15" East along the east line of the southwest quarter of Section 11 a distance of 2646.62 feet to a Government Land Office scribed stone marking the south quarter comer of Section 11; Thence North 88052'49" West along the south line ofthe southwest quarter of Section 11 a distance of2619.31 feet to a 0.625 inch diameter rebar tagged "LS 4785" marking the southwest comer of Section 11; Thence South 00005'25" West along the west line of the northwest quarter of Section 14 a distance of2701.97 feet to a 1.5 inch diameter aluminum capped rebar stamped "LS 1052" marking the west quarter comer of Section 14; Thence North 89037'27" East along the north line of the southwest quarter of Section 14 a distance of 563 .08 feet to the northwesterly right-of-way line of Camino de Manana as shown in Book 2 of Road Maps at Page 1 and as shown on the plat of Oasis Hills recorded in Book 60 of Maps and Plats at Page 38; Thence South 57047'30" West along said northwesterly right-of-way line a distance of 467.01 feet to the beginning of a curve concave to the southeast having a radius of 746.20 feet; Thence southwesterly along said curve and continuing along said northwesterly right-of-way line, through a central angle of 15025'53", an arc distance of200.97 feet; Thence South 42021 '36" West, continuing along said northwesterly right-of-way line a distance of 17.71 feet to the west line ofthe southwest quarter of Section 14; Thence South 00020'40" East along said west line a distance of 88.47 feet to a point on the southeasterly right-of-way line of Camino de Manana; Thence North 42021 '36" East along said southeasterly right-of-way line a distance of82.72 feet to the beginning of a curve concave to the southeast having a radius of 686.20 feet; Thence northeasterly along said curve and continuing along said southeasterly right-of-way line, through a central angle of 15025'53" , an arc distance of92.97 feet; Thence North 57047'30" East continuing along said southeasterly right-of-way line, a distance of 506.78 feet to the south right-of-way line of Oasis Road as shown in Book 3 of Road Maps at Page 69; :l f~ t~ ~" ,1, '::r ~~) l'~ €5i q t Thence North 89037'27" East along said south right-of-way line, a distance of 1658.02 feet to the northeast comer of said Oasis Hills subdivision; Thence South 17030'38" West along the easterly line of Oasis Hills a distance of 796.44 feet; Thence South 58013' 1 0" West continuing along said easterly line, a distance of 222.61 feet; C:\Docurnents and Settings\vruiz\Local Settings\Ternporal)' Internet Files\OLK2\Cascada 5-14-07.doc Page 4 of6 Thence South 09012' 15" West continuing along said easterly line, a distance of 417.96 feet to the south line of the north half of the southwest quarter of Section 14 and the southeast comer of said Oasis Hills; Thence South 89036'27" West along said south line, a distance of 465.60 feet to the northeast comer of the southwest quarter of the southwest quarter of Section 14 Thence South 00019'00" East along the east line of the southwest quarter of the southwest quarter of Section 14 a distance of 1286.26 feet to a 1.5 inch diameter aluminum capped rebar stamped "WILSEY & HAM LS 7599" marking an intersection with the north right-of-way line of Linda Vista Boulevard; Thence South 89034'45" West along said north right-of-way line a distance of 1316.86 feet to the east line of the southeast quarter of Section 15; Thence South 89045'16" West continuing along said north right-of-way line, a distance of 640.50 to the beginning of a non-tangent curve concave to the northeast having a radius of 1507.39 feet to which beginning a radial line bears South 21015'58" West; Thence northwesterly along said curve through a central angle of30025'15" an arc distance of 800.34 feet; Thence North 38018'47" West a distance of339.31 feet to the southerly right-of-way line of Camino de Manana as shown in Book 2 of Road Maps at Page 1; Thence continue North 38018'47" West a distance of 62.11 feet to the northerly right-of-way line of said Camino de Manana; Thence continue North 38018'47" West a distance of 11.46 feet to the beginning of a curve concave to the south having a radius of 40.00 feet; Thence westerly along said curve through a central angle of 90010'00" an arc distance of62.95 feet; Thence South 51031' 13" West a distance of 70.29 feet to the aforesaid northerly right-of-way line of Camino de Manana; Thence continue South 51031' 13" West a distance of 117.70 feet to the southerly right-of-way line of said Camino de Manana; :~ "'''''ii >"~ l':~ ~:~; '"1 Thence continue South 51031' 13" West a distance of 422.79 feet to the beginning of a curve concave to the southeast having a radius of 7549.44 feet; ~~~ t~~ ~>' i-i :) :;~ .,I"", Thence southwesterly along said curve through a central angle of 04000'46" an arc distance of 528.73 feet to the beginning ofa reverse curve concave to the northwest having a radius of 7729.44 feet; C:\Documents and Settings\vruiz\Local Settings\Temporary Internet Files\OLK2\Cascada 5-14-07.doc Page 5 of6 Thence southwesterly along said curve through a central angle of 00056'56" an arc distance of 128.01 feet to the northerly right-of-way line of Linda Vista Boulevard (formerly known as Palo Fierro Road) as shown in Book 2 of Road Maps at Page 64; Thence South 89045' 16" West along said northerly right-of-way line, a distance of 65.27 feet to the TRUE POINT OF BEGINNING. EXCEPT any portion lying within Camino de Manana as shown in Book 2 of Road Maps at Page 1. FURTHER EXCEPT any portion lying within Palo Fierro Road as shown in Book 2 of Road Maps at Page 64. FURTHER EXCEPT any portion lying within Linda Vista Boulevard as described in Docket 7387 at Page 555. FURTHER EXCEPT that portion of Roadway Parcel 3, described in Docket 8096 at Page 1869 and in Docket 8527 at Page 359, lying south of the north 75.00 feet of the east half ofthe northwest quarter of Section 15, Township 12 South, Range 12 East, Gila and Salt River Meridian, Pima County, Arizona. FURTHER EXCEPT that portion lying within that Well Site described in Docket 11709 at Page 1752. AND SUBJECT TO those drainageways dedicated to Pima County, Arizona on the plat of Camino de Manana Estates Lots 1 thru 86, recorded in Book 27 of Maps and Plats at Page 77 and on the plat of Camino de Manana Estates Lots 87 thru 222, recorded in Book 27 of Maps and Plats at Page 78. Area of the Metes and Bounds Description including the excepted roadways and well site total 62,286,855 square feet or 1,429.909 acres, more or less. Area of the excepted roadways and well site total 403,500 square feet or 9.263 acres, more or less. Area of the Metes and Bounds Description excluding the excepted roadways and well site total 61,883,355 or 1,420.646 acres, more or less. .1 :3 l~ t... ..:~ 7 ~~l (~ ~.." ,:~ i:) ~~ Those rights-of-way dedicated by the plat of Oasis Hills recorded in Book 60 of Maps and Plats at Page 38 are not excepted from this description and are not included in the Area of excepted roadways noted above C:\Documents and Settings\vruiz\Local Settings\Temporary Internet Files\OLK2\Cascada 5-14-07.doc Page 6 of6