HomeMy WebLinkAboutResolution 2024-074 Approving and Authorizing the Mayor to Execute the First Amendment to Development Agreement for the Saguaro Bloom Development Project MARANA RESOLUTION NO. 2024-074
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR
TO EXECUTE THE FIRST AMENDMENT TO DEVELOPMENT AGREEMENT FOR THE
SAGUARO BLOOM DEVELOPMENT PROJECT
WHEREAS D.R. Horton, Inc. (the"Developer") is the current master developer of
the Saguaro Bloom development project, located generally north of Twin Peaks Road,
south of Lambert Lane, and west of Silverbell Road; and
WHEREAS the Town and the Developer's predecessors in interest entered into the
Development Agreement for the Saguaro Bloom Development Project recorded in the
office of the Pima County Recorder on July 22, 2011, at Sequence 20112030004 (the
"Original DA"); and
WHEREAS the Town and the Developer have negotiated an amendment to the
Original DA to address changed circumstances related to the construction of
transportation improvements; and
WHEREAS the Mayor and Council find that entering into the First Amendment to
the Development Agreement for the Saguaro Bloom Development Project is in the best
interest of the Town.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE TOWN OF MARANA, ARIZONA, that the First Amendment to the Development
Agreement for the Saguaro Bloom Development Project between the Town of Marana
and the Developer attached to and incorporated by this reference in this resolution as
Exhibit A is hereby approved, the Mayor is hereby authorized and directed to sign it for
and on behalf of the Town of Marana, and the Towri s Manager and staff are hereby
directed and authorized to undertake all other and further tasks required or beneficial to
carry out its terms, obligations, and objectives.
Resolution No.2024-074 - 1 -
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 6th day of August 2024.
Mayor Ed Honea
ATTEST: APPROV I AS TO FORM:
///
Davi . Udall, Town Clerk Jane r a', all, Town Attorney
4160
4
arsimaillmalayom" loam
Amismolloglinsomm
MAPANA AZ
ESTABLISHED 1977
Resolution No.2024-074 -2-
20242250285
08/12/2024 01:04:26 PM Page: 1 of 7
Gabriella Cazares-Kelly Recorder
OFFICIAL RECORDS OF PIMA COUNTY, AZ
milli*PRIG DEI*+, i k'SV IMAMATE III
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT FOR THE
SAGUARO BLOOM DEVELOPMENT PROJECT
Town of Marana,Arizona
THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT FOR THE SAGUARO BLOOM DE-
VELOPMENT PROJECT(this"First Amendment") is entered into by and between the TOWN OF
MARANA,an Arizona municipal corporation(the"Town"), D.R. HORTON,INC.,a Delaware
corporation(the "Developer") and TITLE SECURITY AGENCY,LLC,a Delaware limited liabil-
ity company, as trustee under Trust No. 201434-T, and not in its corporate capacity (the
"Trust"). The Town,the Developer,and the Trust are sometimes collectively referred to as
the"Parties," each of which is sometimes individually referred to as a"Party."
RECITALS
A. The Town, MARANA 670, and TWIN PEAKS DEVELOPMENT, INC. entered into a "DE-
VELOPMENT AGREEMENT FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT," recorded in
the Pima County Recorder's office on July 22, 2011, at Sequence 20112030004 (the"Orig-
inal DA").
B. The Developer is the successor in interest to MARANA 670 HOLDINGS,LLC,an Ari-
zona limited liability company ("MARANA 670") and TWIN PEAKS DEVELOPMENT,INC., an
Arizona corporation("TWIN PEAKS DEVELOPMENT").
C. The development project commonly known as Saguaro Bloom and referred to in
this First Amendment as "Saguaro Bloom" consists of the land area legally described on
Exhibit A to the Original DA and depicted on the map attached to the Original DA as
Exhibit B.
D. The Developer is the master developer of Saguaro Bloom.
E. Title to the lots and blocks in Saguaro Bloom still beneficially owned by the Devel-
oper is held by the Trust.
F. This First Amendment amends the Original DA.
G. Paragraph 2.4.1 of the Original DA requires the Developer to prepare design plans
and associated construction documents necessary for the reconstruction of Twin Peaks
Road to its full four-lane arterial road cross-section from a point at the west boundary of
Saguaro Bloom to the eastern intersection of Twin Peaks Road and Silverbell Road (the
"Twin Peaks Design"), and provides that the Town and the Developer will confer as to
the most appropriate location within the design scope to transition the design from a
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four-lane designation to a two-lane designation, west of the intersection of Twin Peaks
Road and Saguaro Highlands Drive.
H. Paragraph 2.4.2 of the Original DA requires the Developer to construct Twin Peaks
Road to one-half of its four-lane arterial road cross-section along the entire frontage of
Saguaro Bloom from its west boundary to its east boundary.
I. Paragraph 2.4.3 of the Original DA requires the Developer to 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.
J. The final Twin Peaks Design has been completed and provides that the transition
from a four-lane designation to a two-lane designation shall occur at the intersection of
Twin Peaks Road and Saguaro Highlands Drive, so that Twin Peaks Road will be a two-
lane road west of Saguaro Highlands Drive.
K. Paragraph 3.4.4 of the Original DA provides that the Developer shall commence
construction of its half-street improvements for Twin Peaks Road within 90 days after
receipt of the Town's written notice to the Developer to begin construction of the Twin
Peaks Road improvements.
L. Paragraph 3.4.4 of the Original DA also provides that the Town will give written
notice to the Developer to begin construction of the Twin Peaks Road improvements at
the earlier of: (1) the issuance of the 1,200th single-family residential building permit
within Saguaro Bloom, or (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.
M. The Town has not issued written notice to the Developer to begin construction of
the Twin Peaks Road improvements;however,the Town has issued more than 1,200 sin-
gle-family residential building permits within Saguaro Bloom.
N. The Developer has designed and constructed (1)Lambert Lane in accordance with
paragraph 2.4.4 of the Original DA and (2) Airline Road in accordance with paragraph
2.4.5 of the Original DA,both of which have been accepted by the Town.
O. Paragraph 2.4.6 of the Original DA provides that the Developer and the Town may
mutually choose to enter into a payment-in-lieu agreement for any or all of the Transpor-
tation Improvements the Developer is responsible for pursuant to paragraph 2.4 of the
Original DA.
P. The Town has procured a contractor under the construction manager at risk
(CMAR) procurement method for the construction of Twin Peaks Road and now desires
to construct Twin Peaks Road along Saguaro Bloom's boundary itself.
Q. On September 20, 2022, the Town Council adopted the Town's 2022 Streets Facili-
ties Infrastructure Improvements Plan supporting development impact fees for streets
facilities via adoption of Resolution No. 2022-100(the"2022 Streets IIP").The 2022 Streets
IIP includes a project in the South Transportation Benefit Area (the benefit area Saguaro
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Bloom is located in) identified as Twin Peaks Road, four-lane collector from Saguaro
Highlands Drive to Silverbell Road (the "Twin Peaks Road IIP Project").
R. The 2022 Streets IIP determined that $7,506,111.00 of the cost of the Twin Peaks
Road IIP Project is attributable to new development and the subsequent revised South
Streets Facilities Development Impact Fee for the South Transportation Benefit Area,
adopted by Ordinance No. 2022.029 on December 20, 2022, was calculated using the
amount of$7,506,111.00 for the Twin Peaks Road IIP Project.
S. Paragraph 5.2 of the Original DA provides that based on the cost identified in the
infrastructure improvements 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 Developer's or the Developer'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's infrastructure improvements plan
supporting the Town-adopted development impact fee and for which a Town-adopted
development impact fee is assessed.
T. The Parties acknowledge and agree that this First Amendment 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 Saguaro Bloom.
U. The Parties desire to amend the Original DA to memorialize their agreement con-
cerning the construction of Twin Peaks Road.
AGREEMENT
Now, THEREFORE, in consideration of the foregoing premises and the mutual cove-
nants set forth in this First Amendment,the Parties hereby agree as follows:
1. Recitals. The Recitals set forth above are true and correct and are incorporated
herein by this reference.
2. Town construction of Twin Peaks Road. In lieu of the Developer's construction of
Twin Peaks Road as required by paragraph 2.4.2 of the Original DA and the Twin Peaks
Road traffic signal as required by paragraph 2.4.3 of the Original DA, the Town will con-
struct Twin Peaks Road and the Twin Peaks Road traffic signal and the Developer will
pay for its portion of the costs, based on its obligations as set forth in the Original DA,
pursuant to the payment-in-lieu provision set forth in paragraph 2.4.6 of the Original DA,
and as set forth in this paragraph. The Developer's payment-in-lieu as described in this
paragraph constitutes full satisfaction of the Developer's obligations to design, construct
and install Twin Peaks Road as required by paragraph 2.4.2 of the Original DA and the
Twin Peaks Road traffic signal as required by paragraph 2.4.3 of the Original DA.
a. The Town shall construct Twin Peaks Road using a construction-manager-at-
risk form of procurement authorized by A.R.S. § 34-603. The Town's construction
manager procured for the construction of Twin Peaks Road is referred to in this First
Amendment as the "CMAR." The Town has selected a contractor for CMAR for the
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Twin Peaks Road construction. The guaranteed maximum price (GMP)contract with
the CMAR will include the following:"D.R.Horton,Inc.("Developer")is an intended
third party beneficiary of this Contract and is entitled to the benefits of any Contrac-
tor, subcontractor, or supplier representations, warranties, guaranties, and indemni-
ties,including,without limitation, the right to enforce all such provisions;and Devel-
oper and its affiliates and their directors, officers and employees shall be named as
additional insureds on the commercial general liability and automobile liability insur-
ance policies required under the Contract, and as additional insureds, Developer and
its affiliates and their directors,officers and employees shall be provided coverage for
any liability arising out of operations performed in whole or in part by or on behalf of
the Contractor or any subcontractor, and Contractor shall deliver to Developer addi-
tional insured endorsement(s) along with the certificate(s) of insurance required un-
der the Contract."
b. As part of the Towri s preconstruction services contract with the CMAR, the
Town obtained from the CMAR a guaranteed maximum price(GMP)for the construc-
tion of Twin Peaks Road (the"Total GMP"). The Total GMP consists of the following
two separate GMPs:
i. A GMP for (1) construction of one-half of Twin Peaks Road's four-lane arte-
rial road cross-section from Saguaro Highlands Drive to a point 1,740 feet east of
the eastern boundary of Saguaro Bloom, (2) reconstruction of the two-lane section
of Twin Peaks Road from Saguaro Highlands Drive west to the western boundary
of Saguaro Bloom as set forth in the Twin Peaks Design, and (3) construction of a
three-legged traffic signal at the intersection of Twin Peaks Road and Saguaro
Peaks Boulevard, excluding any costs associated with elements of construction re-
quired by the Town,Pima County,or any other governmental authority to protect
or accommodate native species (the "Saguaro Bloom GMP").
ii. A GMP for construction of the remaining one-half of Twin Peaks Road's
four-lane arterial road cross section from Saguaro Highlands Drive to a point 1,740
feet east of the eastern boundary of Saguaro Bloom,as well as for the full four-lane
arterial road cross section from a point 1,740 feet east of the eastern boundary of
Saguaro Bloom to the eastern intersection of Twin Peaks Road and Silverbell Road
(the "Town GMP").
3. Developer's payment-in-lieu
a. The Developer has paid for its proportionate share of preconstruction services
costs for the Saguaro Bloom GMP and will not be responsible for any additional pre-
construction services costs.
b. The Developer shall be responsible to pay all costs associated with the construc-
tion of the roadway segments and traffic signal to be constructed pursuant to the Sa-
guaro Bloom GMP, currently anticipated to be$14,125,855.51.
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i. The Developer will not be responsible for any interest, damages, or other
penalties caused by the Town's actions or inactions with respect to the Saguaro
Bloom GMP.
ii. The Developer will be responsible for any interest,damages,or other penal-
ties caused by the Developer's actions or inactions with respect to the Saguaro
Bloom GMP.
c. The Town shall be responsible to pay all costs associated with the construction
of the roadway segments to be constructed pursuant to the Town GMP,currently an-
ticipated to be$20,873,120.87.
d. The Total GMP, the Saguaro Bloom GMP, and the Town GMP shall only be ad-
justed for unforeseen conditions that could not have been anticipated and changes in
the scope of the work. A change in scope is an owner-directed change in quality,size,
or system.
i. The Town shall not approve any adjustments to the Saguaro Bloom GMP
with respect to unforeseen conditions that could not have been anticipated with-
out the written consent of the Developer, which shall not be unreasonably with-
held.
ii. The Town shall not approve any adjustments to the Saguaro Bloom GMP
with respect to changes in the scope of the work that increase the Saguaro Bloom
GMP without the written consent of the Developer. For changes in the scope of
work that are necessary to ensure the safety of the traveling public or that are an
engineering requirement to properly construct the roadway or storm drainage sys-
tem to Town standards, the Developer's consent shall not be unreasonably with-
held. For any other change in the scope of work, the Developer may give or with-
hold consent in the Developer's sole discretion.
iii. All GMP savings resulting from a lower actual project cost than anticipated
by the CMAR will accrue to the Developer for savings associated with the Saguaro
Bloom GMP and to the Town for savings associated with the Town GMP.
e. As of the date of this First Amendment, the Developer has paid more than
$6,500,000.00 in South Streets Facilities Development Impact Fees for Saguaro Bloom.
Pursuant to A.R.S. §9-463.05 and paragraph 5.2 of the Original DA, the Developer is
entitled to the following credits toward the South Streets Facilities Development Im-
pact Fee:
i. $383,846.29 for costs associated with the already-completed Twin Peaks De-
sign; and
ii. $247,500.00 for right-of-way dedicated for Twin Peaks Road; and
iii. $2,777,405.00 for the Developer's future payment-in-lieu for construction of
Twin Peaks Road.
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f. Within 30 days of the Effective Date, the Town will pay the Developer
$631,346.29 as credit toward the payment of the South Streets Facilities Development
Impact Fee for costs associated with the already-completed Twin Peaks Design, and
for right-of-way dedicated for Twin Peaks Road, as described in subparagraph 3(e),
above.
g. Within 60 days of the Effective Date,the Developer shall do one of the following:
i. Pay to the Town$7,062,927.75, one-half of the Developer's payment-in-lieu
due for the Saguaro Bloom GMP (the "First Cash Deposit"); or
ii. Deposit with the Town an irrevocable standby letter of credit in the full an-
ticipated amount of the payment-in-lieu due for the Saguaro Bloom GMP
($14,125,855.51), naming the Town as beneficiary from a bank or financial institu-
tion reasonably acceptable to the Town and in a form reasonably acceptable to the
Town(the"Letter of Credit").The following banks or financial institutions are ap-
proved by the Town: Bank of America, NA, JPMorgan Chase Bank, N.A., Wells
Fargo Bank, National Association, KeyBank, N.A., Western Alliance Bank, U.S.
Bank,National Association,or another financial institution that is a member of the
New York Clearing House or a financial institution that is a commercial bank or
trust company having a net worth (including affiliates) of at least One Billion and
No/100 Dollars ($1,000,000,000.00).
h. If the Developer pays the First Cash Deposit:
i. The Developer shall pay the remaining one-half due, $7,062,927.75, within
60 days after the Developer's receipt of written notice from the Town that the Sa-
guaro Bloom GMP work is approximately 50% completed (collectively, the two
cash deposits are referred to as the "Cash Deposits"). If the Developer pays the
Cash Deposits, the Town will deposit the Cash Deposits in either a separate ac-
count within the Town's General Fund or a separate book or ledger entry desig-
nation for the purpose of constructing Twin Peaks Road.
ii. Without limiting the Developer's reimbursement rights under
A.R.S. §9-463.05,if the Developer paid the First Cash Deposit and otherwise com-
plies with Section 3(b)(ii) and Section 3(d)(ii) related to the required payment-in-
lieu for construction of Twin Peaks Road, at the time that the Town provides to
the Developer the notice described in subparagraph 3(h)(i) above (or thereafter if
Developer cures any such non-performance), the Town will pay the Developer
$1,388,702.50, one-half of the credit toward the South Streets Facilities Develop-
ment Impact Fee for the Developer's payment-in-lieu for construction of Twin
Peaks Road.
i. If the Developer delivers the Letter of Credit:
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i. The Town shall provide the Developer with monthly invoices for the Sa-
guaro Bloom GMP,together with reasonable supporting information,such as pay-
ment applications and conditional lien waivers. The Developer will pay to the
Town the amount due under each monthly invoice for the Saguaro Bloom GMP
(not to exceed in the aggregate $14,125,855.51 plus or minus any adjustments for
unforeseen conditions that could not have been anticipated and changes in the
scope of the work, in each case that were approved by Developer as provided in
subparagraph 3(d) above) within 30 days after receipt of the monthly invoice (the
"Monthly Payments"). Any amounts unpaid after 30 days shall accrue simple in-
terest at the rate of 10% per year until paid in full. Additionally, if the Developer
fails to timely pay any monthly invoice and the failure continues for 15 days after
written notice thereof from the Town to the Developer,the Town may draw upon
the entire sum of the Letter of Credit and hold such monies as part of the Cash
Deposits.
ii. Without limiting the Developer's reimbursement rights under
A.R.S. §9-463.05, if the Developer deposited the Letter of Credit and paid the
Monthly Payments (or Town draws down the Letter of Credit to make the
Monthly Payments), and Developer otherwise complies with Section 3(b)(ii) and
Section 3(d)(ii) related to the required payment-in-lieu for construction of Twin
Peaks Road, the Town will pay the Developer$1,388,702.50, one-half of the credit
toward the South Streets Facilities Development Impact Fee for the Developer's
payment-in-lieu for construction of Twin Peaks Road when the Town determines
that the Saguaro Bloom GMP work is approximately 50% completed (or thereafter
if Developer cures any such non-performance).
j. No later than 60 days after final completion of the Twin Peaks Road construction,
including the Twin Peaks Road traffic signal,the Town shall provide to the Developer
a final itemized statement of the actual construction costs and a check or invoice rep-
resenting the difference between the actual Saguaro Bloom GMP construction costs
and the Cash Deposits, or, if the Developer delivered the Letter of Credit and the ac-
tual Saguaro Bloom GMP construction costs were paid in full, the Town will notify
the Letter of Credit issuer to terminate the Letter of Credit. If the Developer's Cash
Deposits or Monthly Payments (or the Towri s draws under the Letter of Credit, if
applicable) were insufficient to cover the Developer's obligations for the Saguaro
Bloom GMP due to adjustments for unforeseen conditions that could not have been
anticipated and changes in the scope of the work,in each case that were approved by
Developer pursuant to subparagraph 3(d) above, the Developer shall pay the Town
the balance of the Saguaro Bloom GMP construction costs as set forth in the invoice
within 30 days after the itemized statement and invoice are provided to the Devel-
oper. Any amounts unpaid after 30 days shall accrue simple interest at the rate of 10%
per year until paid in full. Upon the Developer's payment of the balance of the Sa-
guaro Bloom GMP construction costs as set forth in the invoice, the Town will notify
the Letter of Credit issuer to terminate the Letter of Credit.
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k. Without limiting the Developer's reimbursement rights under A.R.S. §9-463.05,
If the Developer paid the First Deposit and the Second Deposit or deposited the Letter
of Credit and paid the Monthly Payments (or Town draws down the Letter of Credit
to make the Monthly Payments), and Developer otherwise complies with Section
3(b)(ii) and Section 3(d)(ii)related to the required payment-in-lieu for construction of
Twin Peaks Road, at the time the Town provides to the Developer the statement de-
scribed in subparagraph 3(j) above (or thereafter if Developer cures any such non-
performance),the Town will pay the Developer$1,388,702.50, the remaining one-half
of the credit toward the South Streets Facilities Development Impact Fee for the De-
veloper's payment-in-lieu for construction of Twin Peaks Road.
4. Saguaro Springs CFD.Town represents and warrants that construction of the Twin
Peaks Road improvements and the Twin Peaks Road Traffic Signal improvements were
procured in accordance with Title 34 of the Arizona Revised Statutes and the Towri s
procurement code. The Developer's costs associated with the construction of the road-
way segments and traffic signal to be constructed pursuant to the Saguaro Bloom GMP,
including, without limitation, the payment-in-lieu for the Twin Peaks Road improve-
ments and the Twin Peaks Road Traffic Signal improvements will be eligible for reim-
bursement from Saguaro Springs CFD general obligation, special assessment, and reve-
nue bond proceeds at the request of the Developer, subject to the limitations, terms and
provisions of the CFD Development Agreement and all provisions of paragraph 4.9 of
the Original DA. Town will cooperate with Developer and the Saguaro Springs CFD to
provide all documentation,certificates,and other agreements and information requested
by the Saguaro Springs CFD Engineer or the Saguaro Springs CFD to corroborate the
costs and to comply with the CFD Development Agreement.
5. Conformance of the Original DA. The terms of the Original DA are modified to
conform to this First Amendment, including without limitation, the following:
a. Paragraph 2.4.2 of the Original DA,including its subparagraphs 2.4.2.1 through
2.4.2.3,is hereby deleted in its entirety and replaced with the following:
Twin Peaks Road Construction. The Developer shall be responsible for all costs
associated with the construction of Twin Peaks Road to one-half of its four-lane
arterial road cross-section from Saguaro Highlands Drive to a point 1,740 feet east
of the eastern boundary of Saguaro Bloom as set forth in the Twin Peaks Design.
The Developer shall also be responsible for all costs associated with reconstruction
of the two-lane section of Twin Peaks Road from Saguaro Highlands Drive west
to the western boundary of Saguaro Bloom as set forth in the Twin Peaks Design.
For purposes of this paragraph, "costs" include all grading, drainage,utility relo-
cation, landscaping, irrigation, and road construction costs, but does not include
(i) costs associated with elements of construction required by the Town, Pima
County, or any other governmental authority to protect or accommodate native
species, or (ii)costs to acquire rights-of-way and easements necessary to construct
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the Twin Peaks Road improvements. The Town shall indemnify and hold harm-
less the Developer from and against all construction claims and third-party claims
resulting from the Town's failure to secure property rights needed for the con-
struction.
b. Paragraph 2.4.3 of the Original DA is deleted in its entirety and replaced with
the following:
Twin Peaks Road Traffic Signal. The Developer shall be responsible for all costs
associated with the design, construction and installation of a three-legged traffic
signal at the intersection of Twin Peaks Road and Saguaro Peaks Boulevard as a
part of the Twin Peaks Road construction, excluding (i) any costs associated with
elements of construction required by the Town, Pima County, or any other gov-
ernmental authority to protect or accommodate native species, and (ii) any costs
to acquire rights-of-way and easements necessary to construct the traffic signal
improvements. The Town shall indemnify and hold harmless the Developer from
and against all construction claims and third-party claims resulting from the
Town's failure to secure property rights needed for the construction.
c. Paragraph 3.4.4 of the Original DA is hereby deleted in its entirety.
6. Remainder of the Original DA unchanged. Except as revised in this First Amend-
ment, the Original DA shall remain unchanged.
7. Term.This First Amendment shall become effective(the"Effective Date")upon the
date of recording.The term of this First Amendment shall begin on the Effective Date and
shall terminate concurrently with the termination of the Original DA.
8. Recordation. After this First Amendment has been executed by the Parties, the
Town shall, as concurrently as reasonably possible, record this First Amendment in the
office of the Pima County Recorder.
9. Binding effect. This First Amendment shall be binding upon and inure to the ben-
efit of the heirs, executors, administrators, successors and assigns of the Parties.
10. Cancellation for conflict of interest. This First Amendment is subject to A.R.S.
§ 38-511, which provides for cancellation in certain instances involving conflict of inter-
est.
11. Counterparts. This First Amendment 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 in-
strument so that the signatures of all Parties may be physically attached to a single doc-
ument.
12. Good standing.The Developer represents and warrants to the Town that it is duly
formed and validly existing and authorized to do business in the state of Arizona. The
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Town represents and warrants to the Developer that it is an Arizona municipal corpora-
tion with authority to enter into this First Amendment under applicable state laws.
13. Authority. Each Party represents and warrants that the individual executing this
First Amendment on its behalf is authorized and empowered to bind the Party on whose
behalf each such individual is signing.
14. Governing law. This First Amendment 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.
15. Interpretation. This First Amendment has been negotiated by the Parties, and no
Party shall be deemed to have drafted this First Amendment for purposes of construing
any portion of this First Amendment for or against any Party.If there is a conflict between
the terms and provisions of this First Amendment and the Original DA, the terms and
provisions of this First Amendment will govern and prevail.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this First Amendment, effective as of
the last date set forth below their respective signatures.
The "Town": The "Developer":
TOWN OF MARANA,an Arizona D.R.HORTO ► a Delaware corporation
municipal orpo ation
By.
By: B e Davis,Vice resident
Ed Honea, Mayor 1//
7 ( 7
Date: ,(.(
Date: g//20
The "Trust":
ATTEST:
TITLE SECURITY AGENCY,LLC,a Delaware
limited liability company, as trustee un-
lown Clerk der Trust No. 2014 T, and not in its
corporate capac
APPROVED AS TO FORM: a'
By:
Ronda Tatro,Trust Officer
T Attorney
Date: /7' 4- 20 .2-Y
STATE OF ARIZONA
SS d'
County of Pima ) "�J�,'`
The foregoing instrument was acknowledged before me on `� ,2024,by
Blake Davis, the Vice President of D.R. HORTON,INC.,a Delaware corpor , behalf
of the corporation.
(Seal) CHARITY ANN TERESI
° a. NoCotarymmission No.Fubiic Pima County663604
�„
vA:-;��,� My Commission Expires Notary Public
February 12,2028
STATE OF A
SS
County of Pima ) 111
The foregoing instrument was acknowledged before me on f 4 `f ,2024,by
Ronda Tatro, the Trust Officer of TITLE SECURITY AGENCY, LLC, a Delaware limited
liability company, as trustee under Trust No. 201434-T, and not in its corporate capacity.
Seal F: �hEsr NOTARY PUBLIC
( ) ' STATE OF ARIZONA
r a Pima County
3RYANA C" ANEZ
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"'912' COMMISSION#649032
My Commission Expires June 6,2027 7/12/2024
15T AMENDMENT TO SAGUARO BLOOM DEVELOPMENT AGREEMENT
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