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Home My WebLink AboutOV129309 *mop- KLLUKUC.L) rY : jC0 pw/ � t-•-iUM: to o DEPUTY RECORDER ir-' 114, NO. OF PAGES: 2 2012 RD 1 1 • • SEQUENCE: 9403 178 SOROV lzoll/P 02/17/94 TOWN OF ORO VALLEY CONSEN 1 5:07:00 11000 N LA CANADA MAIL ORO VALLEY AZ 85737 AMOUNT PAID $ 4. 00 NOTICE OF CONSENT The undersigned, HARVARD INVESTMENTS, INC. , a Nevada corporation ( "Harvard" ) , as the Beneficiary of that certain Deed of Trust recorded in Docket 7926 page 2678 and further secured by that certain UCC-1 recorded in Docket 7926 page 2804 and supplemental Deed of Trust recorded in Docket 8622 page 2020, as modified in Docket 8676 at page 1962, as amended in Docket 9695 at page 3455 , hereby executes the following Notice of Consent. 1 . Background. Harvard is the Beneficiary of that certain Deed of Trust dated December 5 , 1986, and recorded on December 8 , 1986 Docket 7926 at page 2678 and further supplemental Deed of Trust recorded in Docket 8622 at page 2020 as modified in Docket 8676 at page 1962, as amended in Docket 9695 at page 3455 , assigned from First Interstate Bank of Arizona, recorded on May 31 , 1991 , Docket 9050 at page 442 and further secured by UCC-1 recorded in Docket 7926 at page 2804 and thereafter assigned in Docket 9050 at page 2581 and rerecorded in Docket 9070 at page 446, all in the Official Records of the Pima County, Arizona Recorder's Office, (the "Loan Document" ) . HARVARD INVESTMENTS, INC. , a Nevada corporation ( "Harvard" ) , is the Assignor of that certain Collateral Assignment of Beneficial Interest recorded in Docket 9050 at page 2588 . CANADA HILLS DEVELOPMENT LIMITED PARTNERSHIP ( "Canada Hills" ) and Harvard has requested that CIBC consent to the Final Plat o e property recorded in Book 446— of Maps and Plats at Page of the Town of Oro Valley, Final Plat Case No. OV/re-VV-0 9 CANADA HILLS - VILLAGES 17/18, Lots 1 through 74 and Common Areas "A" & "B" & "C" (the "Final Plat" ) together with Declaration of Covenants, Conditions, Restrictions and Easements for Canada Hills Villages 17/18 as recorded in l-97a.Z at Page /-5-1,27 , in the official Records of Pima County, Arizona (the "Declaration" ) . 2 . Consent. Harvard hereby consents to the Final Plat and the Declaration. 3 . Effect of Notice. This Notice is being made only so that in the event that the Loan Document is foreclosed, the Final Plat or the Declaration would not be extinguished thereby. Nothing contained herein shall subordinate the lien of the Loan Document to any lien created by the Final Plat or the Declaration. -1- -4 4k_. DATED this day of7(7-7-el- 19 9 HARVARD INVE MENTS, INC. , a Nevada corporation By: Cr ' g . Krumwiede I V' ce President STATE OF ARIZONA County of Maricopa ) This instrument was acknowledged, subscribed and sworn to before me, the undersigned Nota y Public, this 46 day of February, 1994, by of HARVARD INVESTMENTS, INC. as (iick_ Pry_ d My Co Notary is K1M3'pLEY KORP NO-,>RY PU3LIC ARQONA (� r- COUNT`' r, -2- 9 7 3 2 1609 F. ANN RODRIGUEZ, RECORDER \ uuLr\c 1 ; RECORDED BY: JEB i DEPUTY RECORDERPie R �' NO. OF PAGES: _ �, '=012 RD 1 1 •� SEQUENCE: 94033179 `' 44izo1� 02/17/94 SOROV TOWN OF ORO VALLEY CONSEN 15:07:00 11000 N LA CANADA MAIL ORO VALLEY AZ 85737 AMOUNT PAID $ 4. (_)E NOTICE OF CONSENT The undersigned, CIBC, Inc. ( "CIBC" ) , as the Collateral Assignee of that certain Deed of Trust recorded in Docket 7926 page 2678 and further secured by that certain UCC-1 recorded in Docket 7926 page 2804 and supplemental Deed of Trust recorded in Docket 8622 page 2020, as modified in Docket 8676 at page 1962, as amended in Docket 9695 at page 3455, which is collaterally assigned in Docket 9050 page 2588 and restated in Docket 9198 at page 109, and further supplemented by Subordinate Collateral Assignment recorded in Docket 9695 at page 3460, and assigned in Docket 9695 at page 3453, hereby executes the following Notice of Consent. 1 . Background. CIBC, is the Collateral Assignee of that certain Deed of Trust dated December 5 , 1986, and recorded on December 8 , 1986 Docket 7926 at page 2678 and further supplemental Deed of Trust recorded in Docket 8622 at page 2020, as modified in Docket 8676 at page 1962, as amended in Docket 9695 at page 3455 , assigned from First Interstate Bank of Arizona, recorded on May 31 , 1991, Docket 9050 at page 2576, and further secured by UCC-1 recorded in Docket 7926 at page 2804 and thereafter assigned in Docket 9050 at page 2581 and rerecorded in Docket 9070 at page 446 and further secured by CIBC through that certain Collateral Assignment recorded in Docket 9050 page 2588 and restated in Docket 9198 at page 109 and further supplemented by Subordinate Collateral Assignment in Docket 9695 at page 3460 and assigned in Docket 9695 at page 3453 all in the Official Records of the Pima County, Arizona Recorder's Office, (the "Loan Document" ) . HARVARD INVESTMENTS, INC. , a Nevada corporation ( "Harvard" ) , is the Assignor of that certain Collateral Assignment of Beneficial Interest recorded in Docket 9050 at page 2588 . CANADA HILLS DEVELOPMENT LIMITED PARTNERSHIP ( "Canada Hills" ) and Harvard has requested that CIBC consent to ,the Final Plat of the property described and recorded in Book 7-3 of Maps and Plats at Page (G of the Town of Oro Valley, Final Plat Case No. OV /2_9 3 -c 7 , CANADA HILLS VILLAGES 17/18, Lots 1 through 74 and Common Areas "A, B and C" (the "Final Plat" ) together with Declaration of Covenants, Conditions, Restrictions and Easements for Canada Hills Villages 17/18 as recorded in Btset % 732, at Page / , 7 , in the official Records of Pima County, Arizona (the "Declaration" ) . 2 . Consent. CIBC hereby approves of and consents to the Final Plat and the Declaration. 3 . Effect of Notice. This Notice is being made only so that in the event that the Loan Document is foreclosed, the Final Plat or the Declaration would not be extinguished thereby. Nothing contained herein shall subordinate the lien of the Loan Document to any lien created by the Final Plat or the Declaration. -1- DATED this ?i4 da o f re. LiaY `� , 19 FY CIBC, INC. a By: /✓kX,/ L- r i s Its: l'j e STATE OF NEW YORK ) ) § County of t I This instrument was acknowledged, subscribed and sworn to before me, the undersigned Notary Public, thisnJ day of J br•4�r , 1994, by 4 Gri, of CIBC, Inc. as V!Cc. • .y c 1 My Commission Expires: Notary P ' lic IYELLISE LABOY BROOK Na 02-46.13759 r;` Qualified in Bronx County -,. ramfingon Expires December 1,1125 -"'yam •. .__�l\T�'L * - 2 - 9 7 3 2 1611 Caikad4i1itl Development Company April 5, 1994 Town of Oro Valley 11 ,000 N. La Canada Drive 0ro Valley, AZ 85737 Attention: Ms. Mary Jo Peterson RE: Canada Hills Village 17/18 Landscape Letter of Credit. Dear Mary Jo: Enclosed please find the above referenced Letter of Credit. Please call me if you need any additional information, or if you have any questions. Si , 1 \ , M E. Weinberg MEW/4 Enclosure: 10600 N. La Canada Drive / Oro Valley, AZ 85737 / (602) 742-1171 2106 BIL 87-07 ORIGINAL Canadian Imperial Bank of Commerce CIBC BanSueCanadienne Two Paces West, 2727 Paces Ferry Road, Suite 1200 Imperiale de Commerce Atlanta Georgia 30339 PLACE CE AND DATE OF ISSUE / LIEU D EMISSION ET DATE 0 of 43 0 J IRREVOCABLE LETTER OF CREDIT NO. N-93-996183 BENEFICIARY: APPLICANT: Town of Oro Valley Harvard Investments on behalf of 11000 North La Canada Canada Hills Development L.P. Oro Valley, Arizona 85737 EXPIRY DATE AT OUR COUNTERS: November 19, 1994 Dear Sir or Madam: We have established this Irrevocable Letter of Credit No. N-93-996183 in your favor as beneficiary for drawing up to Twenty Five Thousand Dollars and no/100 ($25,000.00) U.S. dollars on CIBC, Inc. , effective immediately and expiring at our offices at Two Paces West, 2727 Paces Ferry Road, Suite 1200, Atlanta, Georgia 30339 with our close of business on November 19, 1994. We hereby undertake to honor your sight draft(s) drawn on us, indicating our Letter of Credit No. N-93-996183, for all or any part of this Letter of Credit upon presentation of the following documents to CIBC, Inc. , Two Paces West, 2727 Paces Ferry Road, Suite 1200, Atlanta, Georgia 30339, Attention: Vice President, Credit Operations, on or before November 19, 1994: (1) The original Letter of Credit instrument along with any and all amendments to the original Letter of Credit instrument for each draft drawing. (2) Official notification from the Town of Oro Valley that development construction activity on the Canada Hills Development Villages 17/18 has completely stopped for at least six months. This credit is subject to and governed by the law of the State of New York, and the Uniform Customs and Practice for Documentary Credits (1983 Revision) , International Chamber of Commerce (ICC Publication 400) . CIBC, INC. R - 2175 COUNTERSIGNATURE HO IZED SIGNATURE ORIGINAL Canadian Imperial Bank of Commerce Two Paces West, 2727 Paces Ferry Road, Suite 1200 CIBC Banque Imperialnadienne Commerce Atlanta, Georgia 30339 PLACE AND DATE OF ISSUE / LIEU D' MISSION ET DATE IRREVOCABLE LETTER OF CREDIT NO. 0-94-996194 BENEFICIARY: APPLICANT: TOWN OF ORO VALLEY HARVARD INVESTMENTS ON BEHALF OF 11000 NORTH LA CANADA CANADA HILLS DEVELOPMENT L.P. ORO VALLEY, ARIZONA 85737 EXPIRY DATE AT OUR COUNTERS: FEBRUARY 25, 1995 DEAR SIR OR MADAM: WE HAVE ESTABLISHED THIS IRREVOCABLE LETTER OF CREDIT NO. 0-94-996194 IN YOUR FAVOR AS BENEFICIARY FOR DRAWING UP TO FIFTEEN THOUSAND FIVE HUNDRED DOLLARS AND NO/100 ($15,500.00) U.S. DOLLARS ON CIBC, INC. , EFFECTIVE IMMEDIATELY AND EXPIRING AT OUR OFFICES AT TWO PACES WEST, 2727 PACES FERRY ROAD, SUITE 1200, ATLANTA, GEORGIA 30339 WITH OUR CLOSE OF BUSINESS ON FEBRUARY 25, 1995. WE HEREBY UNDERTAKE TO HONOR YOUR SIGHT DRAFT(S) DRAWN ON US, INDICATING OUR LETTER OF CREDIT NO. 0-94-996194, FOR ALL OR ANY PART OF THIS LETTER OF CREDIT UPON PRESENTATION OF THE FOLLOWING DOCUMENTS TO CIBC, INC. TWO PACES WEST, 2727 PACES FERRY ROAD, SUITE 1200, ATLANTA, GEORGIA 30339, ATTENTION: VICE PRESIDENT, CREDIT OPERATIONS, ON OR BEFORE FEBRUARY 25, 1995: (1) THE ORIGINAL LETTER OF CREDIT INSTRUMENT ALONG WITH ANY AND ALL AMENDMENTS TO THE ORIGINAL LETTER OF CREDIT INSTRUMENT FOR EACH DRAFT DRAWING. (2) OFFICIAL NOTIFICATION FROM THE TOWN OF ORO VALLEY THAT THE TOWN WILL NOT BE RELEASING THE LANDSCAPING IMPROVEMENT ASSURANCE BECAUSE CANADA HILLS DEVELOPMENT L.P. HAS NOT AND DOES NOT INTEND TO COMPLETE THE LANDSCAPING IMPROVEMENTS AS SPECIFIED ON THE RECORDED PLAT FOR CANADA HILLS VILLAGE 17/18. THE CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) ICC PUBLICATION NUMBER 500. CIBC, INC. COUNTERSIGNED AUTrORD'ZED w . 2210 ORIGINAL / 9J-0 TRADE FINANCE CENTRE CIBC FEBR1IhRY 07 , 1997 PLACE AND DATE OF ISSUE / LIEU D'I=MISSION ET DATE 2106C BIL 95/03 LETTER OF RFfl11r NO : 1 -:320571 AMENDMENT NC): 2 APPLICANT k k ti x x *.; * fl T R C'T ** 4. ****k k FIARt1ARt) r NVF:STMF:M'rs ,J NC .( ON BEHALF OF (`,ANA)JA DILLS DEVELOPMENT TNT l.,.I!. ) 2425 E. CAMEI.13AC1< ROAD, SUITE 900 PHOENIX , ARI"I.ONA 85()16 BENEFICIARY . TOWN OF OR() VALLEY I.1000 NORTH LA CANADA 012O VALLEY , A)2:I ZONA 85737 THIS LETTER O1' CREDIT RAS BEEN AMENDED AS FOLLOWS: I Tl3F: EXPIRATION DATE IS EXTENDED TO )j) Ti)2UARY 27 , i 998. DIRECT Al:,l:, CORRESPONDENCE NCE TO CANAl)TAN IMPERIAL BANK OF COMMERCE , TRADE FINANCE CENTRE, 9TIi FLOOR, 855 2ND ST. S. W. CALGARY , AI_,BI':R'1'1A CANA)JA '1"2P ?P7 SWIFT C-T BCCATT . ALL OTHER TERMS AND CONDITIONS OF THIS CREDIT REMAIN UNCHANGED. THIS AMENDMENT ES TO BE CONSIDERED AS PART OF THE ABOVE CRCUTT AND MUST BE ATTACHED THERETO. FOR CANAIJIAN IMPERIAL BANK OF COMMERCE F 15$9 CUt11�'T S G A T1 I. Ili11110R ZED DI GNA t1 tEA t1..320571 -079 -A1 -01 -02 -01 m ORIGINAL ',- r /Y--;iimeal iL TRADE FINANCE CENTREBC FEBNUARY 02 , 1996 PLACE AND DATE OF ISSUE / LIEU D'EMISSION ET DATE 2106C BIL 95/03 LETTER OF CREDIT NO : V-320 7I AMENDMENT NO; 1 APPLICANT, NT it************ l)TREC`!' *******W**** HARVARD IN'! STMENTS,INC . (ON BEHALF OF CANADA HILLS DEVELOPMENT 1.,.P. ) 2425 E. CAMELUAC[C ROAD, SUITE 900 PHOENIX , Al?IZONA 850:16 BENEFICIARY : TOWN OF ORO VALLEY 11000 NORTH LA CANADA ORO VALLEY , ARI ZONA 85737 TRES LITTER OF CREI)lT RAS BEEN AMENDED AS (FOLLOWS 1 - THE EXPIRATION ON DATE IS EXTENDED TO F El3RUAARY 27 , 1 99? . DIRECT ALL CORRESPONDENCE TO CANADIAN f MPERI AL BANK OF COMMERCE, TRADE FINANCE CENTRE, 9TH FLOOR, 855 2ND ST. S.W. CALGARY , A1..BER'TA CANADA T2P 2P2 SWIFT CIBCCATT . ALL OTHER TERMS AND CONDITIONS OF THIS CREDIT REMAIN UNCHANGED. THIS AMENDMENT IS TO BE CONSIDERED) AS PART O1? TUE ABOVE CREDIT ANt) MUST BE ATTACHED THERETO. 1?()R CANA1.DIAN IMPERIAL BANE OF COMMERCE , T;(--- ' C:(iil 1E1T .ffi\--' 11 ' a .,-' 7_2 ' ) IF1 -: i U R 17 l'l Sr• `l.'l th. (____, B V..320S'11.- --014--A1. -01. -02 -01. A - m ORIGINAL Canadian Imperial 1 ° Bank of Commerce Ban ue Canadienne TRADE FINANCE CENTRE I I3 C Imperiale de Commerce KAC'li 07 , 1995 PLACE AND DATE OF ISSUE / LIEU D'EMISSION ET DATE 2106C BIL 92/10 LETTER OF CREDIT NO. : V •320 57 1. APPLICANT: ************* DIRECT *********AAA*A HARVARD £NVESTMENT5,INC .(ON BEHALF OF CANADA HILLS DEVELOPMENT L.P. ) 2425 E. CAMELBACK ROAD , SUITE 900 PHOENIX, ARIZONA 85016 BENEFICIARY: TOWN OF ORO VALLEY 11000 NORTH LA CANADA ORO VALLEY, ARIZONA 85737 AMOUNT: USD 15 ,500.00 ( FIFTEEN THOUSAND FIVE HUNDRED AN1) 00/100 UNITED STATES DOLLARS) DATE OF EXPIRY; FE13RUARY 27 , 1996 . AT THE REQUEST OF THE APPLI CANT WE HEREBY ESTABLISH IN YOUR FAVOUR OUR IRREVOCABLE LETTER OF CREDIT FOR A SUM NOT EXCEEDING THE ABOVE MENTIONED AGGREGATE AMOUNT. PAYMENT UNDER THIS CREDIT SHALL BE AVAILABLE TO YOU SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AND AGAINST PRESENTATION OF THE UNUERNOTED DOCUMENTS:- 1 - YOUR SIGNED AND ENDORSED SIGHT DRAFTS DRAWN ON CANADIAN IMPERIAL BANK OF COMMERCE, TRADE FINANCE CENTRE,9TH FLOOR 855 2ND STREET S.W. , CALGARY ALBERTA CLEARLY INDICATING THE NUMBER AND DATE OF THIS CREDIT. 2 - THE ORIGINAL LETTER OF CREDIT INSTRUMENT ALONG WITH ANY AND ALL AMENDMENTS TO THE ORIGINAL LETTER OF CREDIT INSTRUMENT FOR EACH DRAFT DRAWING. 3 OFFICIAL NOT1 F3 CATI ON FROM THE TOWN OF ORO VALLEY THAT THE TOWN WILL NOT BE RELEASING TUE LANSCAPIHG IMPROVEMENT ASSURANCE BECAUSE CANADA HILLS DEVELOPMENT L.P. HAS NOT AND DOES NOT INTEND TO COMPLETE THE LANDSCAPING IMPROVEMENTS AS SPECIFIED ON THE RECORDED) PLAT FOR CANADA HILLS VILLAGE 3 7/1 8. IT IS UNDERSTOOD THE BANK IS OBLIGATED UNDER THIS CREDIT TO TUE PAYMENT OF MONIES ONLY , AND WE HEREBY AGREE THAT WE SHALL HONOUR YOUR DEMAND FOR PAYMENT WITHOUT ENQUIRINC WHETHER YOU HAVE A RIGHT AS BETWEEN YOURSELVES AND THE APPLICANT TO MAKE SUCH DEMAND AND WITHOUT RECOGNIZING ANY CLAIM OF TI11.? APPLICANT . -CONTINUED- V--32057 1- -001-1,1-01-03 -0 1 ORIGINAL Canadian Imperial i lll Bank of Commerce Ban ueCanadienne TRADE FINANCE CENTRE I I3C e Imperiale de Commerce MA RCU 07 , 1995 PLACE AND DATE OF ISSUE /LIEU D'EMISSION ET DATE 2106C BIL 92/10 THIS PAGE FORMS AN INTEGRAL PART OF OUR LETTER OF CREDIT NO. V -320 5? 1 TJllS LETTER OF CREDIT EXPIRES AT THE CLOSE OF BUSINESS ON THE ABOVE MENTIONED EXPIRY DATE AND DRAFTS DRAWN HEREUNDER MUST BE PRESENTED TO THE CANArDIAN IMPERIAL DANK OF COMMERCE, TRADE FINANCE CENTRE, 99TH FLOOR 855 2N11 STREET S .W. CALGARY, ALBERTA T2P 2P2 ON OR BEFORE THE EXPIRY DATE. WE (HEREBY AGREE THAT DRAFTS DRAWN UNDER THIS CREDIT WILL BE HONOURED UPON PRESENTATION PROVIDED) THAT ALL TERMS AND CONDITIONS OF THE CREDIT HAVE BEEN COMPLIED WITH. EXCEPT S0 FAR AS OTHERWISE EXPRESSLY STATED, MIS LETTER OF CREDIT IS SUBJECT TO THE "UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS" ( 1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE (PUBLICATION NO. 500) . FOR CANAD I AN IMPERIAL BANK OF COMMERCE ( /,-,Z7 ;158 1 - <147() IzO1:lCyATURE --- -•.-. V--3205'11.-- - 001 L1-•01 03-01 • F. ANN RODRIGUEZ, RECORDER DOCKET: 9732 RECORDED BY: JELL � FAGS. 1515 DEPUTY RECORDERiK.s; ` R�ri NO. OF PAGES: 12 201E RD11 • c_y�,``izo,0SEQUENCE: 94.33176 SOROV02/17/94 TOWN OF ORO VALLEY ASSAG 15:07:00 11000 N LA CANADA MAIL ORO VALLEY AZ 85737 AMOUNT PAID $ 7. 50 TOWN OF ORO VALLEY ASSURANCE AGREEMENT FOR COMPLETION OF SUBDIVISION IMPROVEMENTS ° BY THIS,AgUEMENT made and entered into the L74" 1dayof reko , 199 `e ween CANADA HILLS DEVELOPMENT LIMI ED PARTNERSHIP, an Arizona Limited Partnership, as Beneficiary under Trust No. 4419 (referred to in this Agreement as "Subdivider") ;First American Title Insurance Company, a California corporation, as Trustee under Trust No. 4419 (referred to in this Agreement as "Trustee") ; and the TOWN OF ORO VALLEY , a municipal corporation, ( referred to in this Agreement as "Town") , hereby confirm and agree as follows : 1 . 01 Trustee, pursuant to the land trust agreement described in Exhibit "B" is the owner of a certain parcel of land described in Exhibit "A" , which is located in the Town of Oro Valley, Pima County, Arizona . 1 . 02 The parties to this Agreement wish to establish specific terms , conditions and guidelines for compliances with the provisions of ARS Section 9-463 . 01(C) (8) and Chapter 4 , Article 4-9 of the Oro Valley Zoning Code Revised. II AGREEMENT 1 .03 . In consideration of the Town approving a final plat for the property described in Exhibit "A", commonly referred to as Subdivision NameCanada Hills Village 17 & 18 , Lots 1 through7 4, and Common Areas A, B & C, Oro Valley Case No.Ov12-q3-O7, the Trustee and subdivider specifically agree to all those conditions and requirements set forth herein. 2 . 01 . Property Description: The property which is the subject matter of the Agreement is all that property described in Exhibit "A" , which is annexed to and made a part of this Agreement . 2 .02 . Assurances . Pursuant to the requirements of ARS Section 9-463 .01(C) (8) , this Agreement is submitted as an assurance for the . . completion of subdivision improvements including streets , sewer , water, telephone, gas and electric utilities , drainage and flood control improvements and monuments and property corners as more fully described in Exhibit "C" attached hereto and as required pursuant to applicable Federal , State, County and Town ordinances and regulations . These subdivision improvements are required by the Town of Oro Valley, the improvement standards of the Director of Water, Pima County Wastewater Management Department , the gas and electric utilities and State Statutes and regulations , which requirements are in effect on the date of execution of this Agreement . 2 . 03 . Limitation on Transfer of Title . The Trustee shall not convey title to any of the property described in Exhibit "A" without obtaining prior written approval from the Town in the form of a Release of Assurance signed by the Town Engineer . The Trustee may act in full faith and reliance upon the Release of Assurance. A Release of Assurance shall only be provided the Trustee by the Town upon satisfactory completion and formal acceptance by the Town of the required improvements . The Trustee' s only duty under this agreement is not to convey without first obtaining a Release of Assurances . 2 . 04 . Contracts for Sale . The limitation on the conveyance of title contained in paragraph 2 . 03 notwithstanding, the Trustee may enter into ' contracts for sale of the property described in Exhibit "A" , provided such contracts clearly state that the conveyance of title to the property is subject to the limitations contained in this Agreement . The trustee shall , prior to entering into such contracts for sale, provide the Town with a copy of the form of contract containing the disclosure of limitation on the power to convey. 2 .05 . Bulk Sales . The limitation on the conveyance of title contained in paragraph 2 .03 notwithstanding, the Trustee may sell and convey all of the property described in Exhibit "A" to the Subdivider or Beneficiary of the Trust solely for the purpose of encumbering the property by the recording of mortgages or deeds of trust , provided the property is thereafter immediately reconveyed into the Trust . 2 . 07 . Completion of Improvements . The required improvements shall be completed within two ( 2) years of the date that the Town Council approved the final plat . This period for completion of improvements may be extended subject to Town council approval and applicable Town ordinances where Subdivider is prevented from completing the improvements by act of God, strike or similar event or circumstances beyond its control or when such extension is determined to be reasonable and prudent by the Town council . Any such extension granted shall not exceed on (1) year . 2 _ . - 2 . 08 . Substitution of Assurances . At any time during the period described above in paragraph 2 . 07 for the completion of improvements (or, if such time for completion of the required improvements has been extended by subsequent agreement of the parties , at any time on or before such extended date for the completion of improvements ) , Subdivider or Trustee may offer substitute assurances . such assurances shall be in a form and amount acceptable to the Town and shall be subject to review and approval by the Oro Valley Town Council . 2 . 09 . Inspection and Acceptance of Improvements . The town may provide for the inspection of the required improvements to insure satisfactory completion. The Town will not accept dedication of the required improvements , nor release, in whole or in part , any property subject to the Agreement until the improvements have been satisfactorily completed and accepted by the Town engineer . 2 . 10 . Partial Release of Assurances . The Town may provide the Trustee with a Release of Assurance for a portion of the lots created by the subdivision plat attached as Exhibit "A" , provided that all of the improvements required in connection with such lots have been satisfactorily completed and accepted by the Town and provided further improvements required for the entire subdivision plat . For example, temporary cul-de-sacs should be provided for incomplete streets ; water, sewer, gas , telephone and electric facilities should be capable of independent operation; and adequate access for public safety vehicles should be provided. 2 . 11 . Failure to Complete Improvements . In the event that Subdivider fails to complete the required improvements within the period provided in paragraph 2 .07 above, the parties agree that the Town may initiate a process to re-plat that portion or portions of the property described in Exhibit "A" for which the improvements have not been satisfactorily completed. The purpose of such plat initiated by boundary configurations of record existing before recording of the subdivision plat described in Exhibit "A" . Prior to initiating any action to re-plat the portion of property for which improvements have not been completed, the Town shall provide the Trustee and subdivider with thirty (30) days written notice of the Town's intent to re-plat . The notification shall be sent by first class mail , shall be deemed received upon mailing and shall be sent to the following addresses : First American Title Insurance Canada Hills Development Company Limited Partnership, an Arizona Limited Partnership 1880 E River Road 10600 N La Canada Dr. Tucson AZ 85718 Tucson, AZ 85737 Trustee Subdivider 3 The Trustee and Subdivider , as record owner and subdivider, respectively, agree that they will execute such plat returning relevant portions of the property to approximately the same boundary configuration of record existing before recording of the plat described in Exhibit "A" . Th parties hereto ave executed this Agreement this /( � p g day of -u/�-/ 19/ TOWN OF ORO VALLEY a municipal corporatid 7 -, ma( YOR COUNTERSIGNED• LZ--rt /1 , i C'- U/....kt-t...,Le_c_ As Town l lerk and not personally APPROVED AS__ FORM this /b day of ,r/ r.7 , 19,V • 41-1 Gary D. Kidd, Town 'Attorney DEVELOPER/SUBDIVIDER: CANADA HILLS DEVELOPMENT LIMITED PARTNERSHIP , AN ARIZONA LIMITED PARTNERSHIP BY: CANADA HILLS MANAGEMENT LIMITED PARTNERSHIP, AN ARIZONA LIMITED PARTNERSHIP, GENERAL PARTNER BY: CANADA HILLS EQUITIES, INC. , r:0.: . ONA CORPORATION, GENERAL i . - By : CR•v* KZ*MWIEDE As : P: . DENT STATE OF ARIZONA) eK 'ma)ss . COUNTY OF ) This instrument was ackn wledged before me this _day of 199 , by CRAIG L KRUMW I EDE as PRES I DENT of CANADA HLL IS EQU_I I E Ste_ AN ARIZONA CORPORATION -__GENERAL PARTNER OF CANADA HILLS MANAGEMENT L MI TED PARTNER - _ GENERAL PARTNER OF _CANADA HILLS DEVELOPMENT LI TED_ -ARTN 'SHIP 01. , V._ /Or . ir-/c--'1 .�.�.r�r.. ...i�...w��.� _ _._— -,o — *- 0 MY ((C Ii ;=:��•'-SIGN 5LI�SY �'E S 1( NOTARY PU 411 1 - NCTA (PUBLIGARIZON1 t1 i) ., �� 1'riAi::CaP:1 COUNT',' �{ L Sept. [ [ TITLE COMPANY: FIRST AMERICAN TITLE INSURANCE COMPANY , fornia Corp . as T BRIGITTE ECHAVE Asst . Secretary STATE OF ARIZONA ) ) ss . COUNTY OF PIMA ) This i strument was nowl e,ed b ore e this__ /i///1 day o - -- 9- - : by f.X _ as -a,. .417 aiggC244 of F ST AMERICAN TITLE INSURANCE COMPANY. c26 f n --- MY COMMISSION EXPIRES NOTARY B C Asgr4. OFFICIAL SEAL (Ot} CATHY Y. EGLIN Notary Public • Ariz ona PIMA COIJ My Comm. Expires . 7,49 , 5 EXHIBIT "A" Lots 1 through 74 and Common Areas A, B and C of CANADA HILLS - VILLAGE 17 & 18, according to the plat of record in the office of the County Recorder of Pima County, Arizona, recorded in Book saf Maps, Page / • x rr) fl \‘13/1 • fXll// ilT First American Title Insurance Company TRUST NO. 4 419 TRUST AGREEMENT THIS AGREEMENT, made and entered into this OqM__ day of ' / .- 19 ��---- by and between FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called "Trustee" and the following "Beneficiary": CANADA HILLS DEVELOPMENT LIMITED PARTNERSHIP, an Arizona limited partnership 1330 W Lambert Lane Oro Valley AZ 85737 Phone number : ( 602 ) 742-1171 WITNESSETH • WHEREAS, CONCURRENTLY with the execution hereof there is being conveyed to or deposited with Trustee, without payment of consideration by Trustee, legal title to the property, real and/or personal, described in Schedule "A" attached hereto and by this reference incorporated herein: WHEREAS, Trustee has agreed to accept title to said property, herein sometimes called the Trust Estate, and to hold same IN TRUST for the uses and purposes and upon the terms, conditions and covenants herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree: 1. This Trust is for the purpose of providing a convenient means of holding legal title to, conserving, selling and conveying the Trust property and the distribution of the proceeds therefrom in due course to and for the benefit of the Beneficiary. Title to the Trust property shall be held by the Trustee for the sole benefit of the Beneficiary; provided, however, that by accepting title to property under the terms of this Trust the Trustee does not assume any personal liability in connection with prior encumbrances of any nature and has no duty to procure the discharge thereof. 2. Beneficiary may convey, deposit or cause to be conveyed to Trustee additional property to be held by Trustee as a part of the Trust Estate upon approval and acceptance of any such conveyance by Trustee. Such additional property shall be deemed to be part of the corpus of this Trust and shall be subject to all of the terms and provisions hereof. 3. During the entire term of this Trust, legal title to the real property constituting the Trust Estate shall be vested in the Trustee. The interest of Beneficiary in this Trust and in the Trust Estate in personal property only, consisting of the right to enforce the due execution of this Trust, and may be assigned as such. Beneficiary shall not have, at any time, any right, title or interest in or to any of the property comprising the Trust Estate as such, but may only by written direction, instruct Trustee as to the subdividing, selling, leasing and handling thereof. Beneficiary shall be responsible for payment of any and all obligations, taxes, assessments, insurance and other expenses and all similar matters in connection therewith, and the Trustee shall have no responsibility in reference to any of said matters or otherwise except upon written directions of the Beneficiary accepted by Trustee and payment to Trustee of all monies or indemnities required by it in its sole discretion before accepting such directions. Trustee shall have no personal responsibility or liability and assumes no obligation with respect to the condition of the title of the Trust property in connection with any conveyance or encumbrance thereof or any part thereof, which Trustee may make upon direction of Beneficiary, save and except any liability or responsibility it may assume by reason of the issuance of title insurance policies by it in its capacity as a title insurer. 4. Whenever it is provided that the Trustee shall do an act upon the request or instruction of the Beneficiary, such request or instruction shall be in writing and in a form with content satisfactory to Trustee in its sole discretion. All documents executed by Trustee in connection with the Trust Estate shall be subject to approval by Trustee and need not be executed by Trustee except on the conditions herein set forth. Trustee shall have not obligation to take any acts pertaining to the Trust Estate if any monies are owing to Trustee from Beneficiary. - 1 • FAT-AZ 5550CA(Rev.3/91) • 5. The accounting records of the Trustee shall at all reasonable times be open to the inspection by Beneficiary, and the Beneficiary shall be entitled to quarterly statements from Trustee showing all receipts and disbursements made in connection with the Trust, provided that any such statement shall supplement, but not,duplicate the contents of any preceding statement. All monies coming into the hands of the Trustee hereunder shall be accounted for and paid by the Trustee in the following order to-wit: A. To reimburse the Trustee of any funds advanced by it for the protection or preservation of the Trust Estate, together with interest thereon at the highest legal rate from the date of such advances until repayment by Beneficiary, or out of the Trust Estate: provided, however, that Trustee shall have no obligation to make advances of its own funds, but it may at its election do so, if in its opinion such advances are necessary to preserve and protect the Trust Estate and the interest of the Beneficiary hereunder; B. To the payment of the Trustee's compensation and expenses hereunder; C. To the payment of any charges, expenses or other expenditures authorized by the Beneficiary; D. The balance remaining in Trustee's hands, after making the foregoing payments shall be paid by the Trustee to the Beneficiary. No purchaser from the Trustee shall be required to see to the application of any funds paid by the Trustee hereunder, and all properties of the Trust Estate sold and conveyed by the Trustee shall be free of the Trust. 6. The Trustee shall not be liable for any error of judgment in the execution of this Trust so long as it acts in good faith. It is expressly understood and agreed by the Beneficiary that the Trustee shall have no duties except those which are expressly set forth in this instrument, and that the duties of Trustee hereunder are limited to holding legal title to the property conveyed into the Trust, the conveyance of such title as directed by the Beneficiary, and the accounting of the proceeds of sales made on the direction of the Beneficiary. It is specifically understood and agreed that the Trustee shall not be required to pay or attend to the payment of any claim, lien or encumbrance including but not limited to tax liens or special assessments against the Trust property, other than upon the written direction of the Beneficiary and then subject to the availability of such funds being in the Trust Estate or tendered by the Beneficiary with such written direction. Trustee shall not be required, in dealing with the Trust property or in otherwise acting hereunder to (1) enter into any contract or other obligation in its proprietary corporate capacity, nor to (2) make itself individually liable to pay or incur the payment of any damages, attorneys' fees, fines, penalties, forfeitures, costs, charges or other sums of money whatsoever. Trustee shall have no individual liability or obligation whatsoever arising from its ownership, as Trustee hereunder, of the legal title to the Trust property, or with respect to any act done or contract entered into or indebtedness incurred in relation to the Trust property or in otherwise acting hereunder. Trustee reserves the right to incorporate the above limitations of its liability in any instrument or document executed in connection with this Trust. If Trustee shall pay or incur any liability to pay any money on account of this Trust or incur any liability to pay any money on account of any litigation as a result of holding title to the Trust property or otherwise in connection with this Trust, whether because of breach of contract, injury to person or property, fines or penalties under any law or otherwise, Beneficiary shall pay on demand to Trustee, with interest thereon at the highest legal rate until paid, all such payments made by Trustee together with its expenses, includin: reasonable :attorneys' fees, and shall indemnify and hold Trustee harmless of and from any and all liabilities incurred by it for any reason whatsoever in connection with this Trust. Trustee shall have a lien on Trust property to secure performance of the obligations of the Beneficiary to Trustee under this Trust, which lien shall be senior to the interest of the Beneficiary. Trustee shall not be required to advance or pay any money or to appear in, prosecute, or defend any legal proceedings on account of or involving this Trust or any property or interest hereunder of any transaction relating to the Trust. In the event Trustee is instructed or requested to do any act (or refrain from doing any act) performance of which (or nonperformance of which), in Trustee's sole opinion, would subject Trustee to unreasonable risk of liability, expense or litigation, Trustee shall have no obligation to perform such act (or refrain from performing such act) except upon being furnished instructions and/or indemnity adequate, in Trustee's sole, absolute and uncontrolled discretion, to protect Trustee against such risk of liability, expense of litigation, or except in accordance with an adjudication by a court of competent jurisdiction (and the determination of all appeals and expiration of all applicable appeal periods) in any appropriate legal or equitable proceeding including, without limiting the generality of the foregoing,,an action for an accounting or to secure approval of an accounting, a suit for a declaratory judgment, an interpleader action, or a suit for instructions to Trustee. In any such action, the Trustee shall be entitled to a judgment against the Beneficiary for any expense or costs, including reasonable attorneys' fees incurred in such action, to the extent that the court may determine. 7. Beneficiary shall, at Beneficiary's sole expense, furnish to Trustee liability insurance in such amounts and in such companies as may be required and meet with Trustee's approval. Beneficiary shall provide Trustee with copies of any such policies of insurance and such other evidence as Trustee may require to show that such insurance is in full force and effect. Trustee shall be a named insured in such policy. 8. As compensation for its services under this Trust, the Trustee shall be entitled to receive its usual and customary trust fees and charges in conformity with the fee schedule of the trustee then in effect and on file with the Arizona Department of Insurance in accordance with Title 20, Chapter 2, Article 4, Arizona Revised Statutes, as amended. Trustee shall be entitled to receive and retain such compensation from any monies coming into its hands under the Trust or, if it does not have sufficient money in its hands from under the Trust, then the same shall be paid by the Beneficiary. -2- FAT-AZ 5550CA(Rev.3/91) A +i 1', 4 C. 9. The Trustee may resi.,.. upon 30 days written notice to BenefiL___y. Within 10 days after receipt of -uch notice from the Trustee, Beneficiary shall appoint a Successor Trustee. if the Beneficiary has not appointed such Successor Trustee within said 10 days the Trustee may commence an action in a court of competent jurisdiction for the appointment of a Successor Trustee or, at Trustee's option, Trustee may deliver the •Trust Estate to Beneficiary when its resignation becomes effective as hereinbefore provided. The Beneficiary may cause the Trust Estate to be transferred to a Successor Trustee upon 30 days written notice to the Trustee. Upon the receipt of proper notification from the Beneficiary, the Trustee shall prepare the necessary instruments and within a reasonable time shall transfer all Trust Assets to a Successor Trustee. 10. This Agreement of Trust shall terminate at such time as the entire Trust Estate has been transferred and conveyed or 7 years from the date of this Agreement, whichever comes first, and upon termination Trustee shall give required notice and shall distribute the Trust Estate as hereinbefore prescribed. Provided, however, at the option of Trustee, this trust may be continued for successive periods of 7 years each, unless during any such period the trust estate is transferred and conveyed or Beneficiary otherwise directs the termination here- of, but in no event shall this trust continue for more than 21 years past the date hereof, unless requested by Beneficiary and consented to by Trustee. 11. This Agreement shall be known as Trust Igo. 4 419 upon the records of the Trustee. CANADA H ya ! • tLOPMENT LIMITED NERSHI izona Limited Partnership :446 BY: Crai L -rumwiede AS :Pres 'den of CANADA HILLS EQUITIES, INC. , Gener 1 Par er f CANADA HILLS MANAGEMENT L.P. , General BENEFICIARY Pa r of CANADA HILLS DEVELOPMENT LIMITED PARTNERSHIP Executed by Trustee this o�q1 day of , 199;), . FIRST AMERICAN TITLE INSURANCE COMPANY. B --- Authorized Signature - 3 - FAT-AZ 5550CA(Rev.3/91) f "70, 9 s t�l9 _l . .. STATE OF ARIZONA ) ss County of Maricopa ) G1t On this day of , 19 ea, before me, the undersigned officer, personally appeared �4Ye- gwho acknowledged himself to be the iffa SeCie-41ar of FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, and that he, as such officer being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation, by himself as AS/• SeC041111 . IN WITNESS WHEREOF, I have set my hand and official seal. , - Notary is My commission expires: .;P "//-If #111.t. ,, ma:waft Y * N PUDUC•STATE OF ARIZONA + R • '` p OTARY PIMA COUNTY . . ,\ It My Comm. Expires Doc 19,1994 :- STATE OF ARIZONA ) ss County of Maricopa ) This instrument was acknowledged before me this 29th day of June , 19 92 by Craig L. Krumwiede, President of CANADA HILLS EQUITIES, INC. , General Partner of CANADA HILLS MANAGEMENT L.P. , General Partner of CAN DA HILLS DEVELOPMENT LIMITED PARTNERSHIP =,_ j .;Lr { r.i,'PP c, ...,,�_,,-; ' .,,,,.f,�F�B1,1c.Ak!zoN,: Notar Public My commi siliiot-Vpires, r.:,C:Jr,t.14 ►S�s 91.i(('. cip,),........--- ---- ---...--,----..--_-_____-....----—' STATE OF ) ss County of ) This instrument was acknowledged before me this day of , 19 by • Notary Public My commission expires: STATE OF ) ss County of ) On this day of , 19 , before me, the undersigned officer, personally appeared and - of , a corporation, and that (he) (she) (they) as such officer(s), being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by (himself) (herself) (themselves) as such officer(s). IN WITNESS WHEREOF, I have set my hand and official seal. Notary public My commission expires: Notary Page For: FAT-AZ 5550CA, 5551CA,5552CA(Rev.3/91) i ti 5. The accounting records of the Trustee shall at all reasonable times be open to the inspection by Beneficiary, and the Beneficiary shall be entitled to quarterly statements from Trustee showing all receipts and disbursements made in connection with the Trust, provided that any such statement shall supplement, but not,duplicate the contents of any preceding statement. All monies coming into the hands of the Trustee hereunder shall be accounted for and paid by the Trustee in the following order to-wit: A. To reimburse the Trustee of any funds advanced by it for the protection or preservation of the Trust Estate, together with interest thereon at the highest legal rate from the date of such advances until repayment by Beneficiary, or out of the Trust Estate; provided, however, that Trustee shall have no obligation to make advances of its own funds, but it may at its election do so, if in its opinion such advances are necessary to preserve and protect the Trust Estate and the interest of the Beneficiary hereunder; B. To the payment of the Trustee's compensation and expenses hereunder; C. To the payment of any charges, expenses or other expenditures authorized by the Beneficiary; D. The balance remaining in Trustee's hands, after making the foregoing payments shall be paid by the Trustee to the Beneficiary. No purchaser from the Trustee shall be required to see to the application of any funds paid by the Trustee hereunder, and all properties of the Trust Estate sold and conveyed by the Trustee shall be free of the Trust. 6. The Trustee shall not be liable for any error of judgment in the execution of this Trust so long as it acts in good faith. It is expressly understood and agreed by the Beneficiary that the Trustee shall have no duties except those which are expressly set forth in this instrument, and that the duties of Trustee hereunder are limited__ _holdinale._l._Iit.le to the nrnuer..ty.conveveci_into the Trust_ the_convevance_of__such title as . . xrnir7- % First A. merican Title Insurance Company . TRUST NO. 4 419 TRUST AGREEMENT THIS AGREEMENT, made and entered into this OM day of IOU- 1 19 .. -, by and between FIRST AMERICAN TITLE INSURANCE C M .4 PANY, a California corporation, herein called "Trustee" and the following "Beneficiary": CANADA HILLS DEVELOPMENT LIMITED PARTNERSHIP, an Arizona limited partnership 1330 W Lambert Lane Oro Valley AZ 85737 Phone number : ( 602 ) 742-1171 WITNESSETH • WHEREAS, CONCURRENTLY with the execution hereof there is being conveyed to or deposited with Trustee, without payment of consideration by Trustee, legal title to the property, real and/or personal, described in Schedule "A" attached hereto and by this reference incorporated herein: WHEREAS, Trustee has agreed to accept title to said property, herein sometimes called the Trust Estate, and to hold same IN TRUST for the uses and purposes and upon the terms, conditions and covenants herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree: 1. This Trust is for the purpose of providing a convenient means of holding legal title to, conserving, selling and conveying the Trust property and the distribution of the proceeds therefrom in due course to and for the benefit of the Beneficiary. Title to the Trust property shall be held by the Trustee for the sole benefit of the Beneficiary; provided, however, that by accepting title to property under the terms of this Trust the Trustee does not assume any personal liability in connection with prior encumbrances of any nature and has no duty to procure the discharge thereof. 2. Beneficiary may convey, deposit or cause to be conveyed to Trustee additional property to be held by Trustee as a part of the Trust Estate upon approval and acceptance of any such conveyance by Trustee. Such additional property shall be deemed to be part of the corpus of this Trust and shall be subject to all of the terms and provisions hereof. SEP- 1-93 WED 16:49 CELLA BARR ASSOCIATES FAX NO. 6027507470 P. 02 DailBrr 'ac= Subdivision Name : Villages 17 & 18 Lots 1-74 OV case No. : 12-93--9 Trust Vp. : 4419 The following improvements and conditions are made a part of the attached Assurance Agreement: 1. Raving of the streets included in Improvement Plans by Cella. Barr Associates Job 5121-5T-O240 2. A public water system satisfactory to the Canada Hills Water CompanY. 3. A sanitary sewer system satisfactory to Pima County Wastewater Management. 4. A telephone distribution system satisfactory to US West Communications. . 5. An electric distribution system satisfactory to TUcson Electric Power Company. 6. Fire Hydrants and other fire appurtenances satisfactory to the Rural Metro Fire Department 7. A natural gas distribution system satisfactory to Southwest Gas . Corporation (if gas is being utilized in the subdivision) . • 8. Utility trenc_hcs and civil app satisfactory to the using utilities. 9. Perimeter eter landscaping in accordance with the approved landscaping plans. 10. Installation of all street signs and street striping. 11. The Professional Engineer of Record shall certify, in writing, that all •improvements, whether private or publ 1C, hake been constructed, plac d, installed, etc. in substantial conformance with the approved plans for this development. Said Engineer will further certify, in writing, that all materials utilized on this development are in conformance with the approved plans and specifications. Certifications, in writing, are to be received by the grin Engineer of the 'Town of Oro Valley prior to the request for final inspection and the release of assurances. 5 SEP- 1-93 WED 16:50 CELLA BARR ASSOCIATES FAX NO, 6027507470 P. 03 . 12. The Soils Dngineer of Record or other Registered Professional Civil Engineer with, expertise in the area of Soils Engineering shall certify, in writing, that all soils operations for this development were performed in accordance with, the rorrmendations as set forth in the Geotechnical Soils Report and any amendments thereto, by Terracon ,,, Job No. _ date August 4 19 93`. 63935157 Certification, in writing, is to be received by the Town Engineer of the Town of Oro Valley prior to the request for any building pent►its and/or final inspection and the release of assurances. • • 6