How To Submit Your Priority Reservation For Azure Paradise Valley: A Shea Signature Community Thank you for your interest in Azure, Paradise Valley, a Shea Signature Community. Please find your Priority Reservation Agreement for your review and execution. Please follow these procedures to execute your Reservation Agreement: 1. Thoroughly read through this Priority Reservation Agreement along with the Special Order of Exemption from the Arizona Department of Real Estate. 2. Print your name on the Prospective Buyer line near the top of page one of the Agreement. 3. Sign and add your address in the space provided on the bottom of page three. 4. Please fill out a Reservation Deposit Check in the amount of $5,000.00 payable to Fidelity National Title Agency, and reference Azure Reservation Deposit. 5. Please scan and email, fax or hand deliver your Priority Reservation Agreement and copy of your Reservation Deposit Check to us at info@thesolveregroup.com alternately our fax number is: (602) 313-8699. 6. We will need to receive your Deposit Check on or before Friday June 9 th at 6pm Azure, Paradise Valley Residence Gallery 6720 N. Scottsdale Rd., Suite 120 Scottsdale, AZ 85253 7. Alternately you can complete a wire transfer (please see attached wire instructions). IT IS CRITICAL THAT WE RECEIVE YOUR EXECUTED AGREEMENT AND RESERVATION DEPOSIT ON OR BEFORE JUNE 9 TH FOR INCLUSION IN THE PRIVATE SELECTION EVENT All reservations received within this time period will be submitted to the developer and assigned a Reservation Appointment time according to the order with which you registered with The Solvere Group. This order will ultimately determine the order in which you will have the opportunity to select a property, when they are released at our Private Selection Event on Saturday, June 10 th. All Reservations will be date and time-stamped when received by The Solvere Group, please see Priority Reservation agreement regarding selection order. Remember, making a reservation does NOT obligate you to purchase. It merely places you in a priority position to have the opportunity to do so. It also allows our team to assist you in making a selection. In the event that you do not select a property for any reason, your reservation deposit will be completely refunded within five business days.
EXCLUSIVE PRIORITY RESERVATION Ritz Carlton Parcel B aka Azure, Azure Paradise Valley THIS EXCLUSIVE PRIORITY RESERVATION ( Priority Reservation ) is made and entered into this by and between SHEA HOMES ARIZONA LIMITED PARTNERSHIP, a California limited partnership (hereinafter, Developer ), and Prospective Purchaser, PRINT NAME(S) Developer intends to develop 66 Improved Lots at the site known as the Ritz Carlton Parcel B in Paradise Valley, (the Lots ) located to the northeast of the intersection of East Lincoln Road Mockingbird Lane in the Town of Paradise Valley, in the State of Arizona. 1. Priority Reservations. At such time as Developer is prepared to enter into Lot Reservations or Purchase Agreements for the Lots ON THE CONDITION THAT AN APPROVED SUBDIVISION DISCLOSURE REPORT (PUBLIC REPORT) HAS BEEN ISSUED BY THE ARIZONA DEPARTMENT OF REAL ESTATE, Developer will provide Prospective Purchaser with at least three (3) days prior written or electronic notice, as determined in the sole and absolute discretion of Developer ( Selection Notice ), identifying the date that Developer will begin entering into Lot Reservations or Purchase Agreements ( Selection Day ), and the Lots which are available to reserve or purchase and providing a form of the lot reservation or purchase agreement. The Selection Notice will also identify the Prospective Purchaser s time for making a selection ( Selection Time ) and the logistical options and process for completing the selection. Prospective Purchaser will have the opportunity at its Selection Time to enter into a Lot Reservation or Purchase Agreement for one (1) Lot from those Lots, if any, remaining after prospective purchasers with prior Selection Times have had their opportunities to select their Lots. Priority will be established pursuant to Section 2 below. 2. Order of Priority. Provided that the Deposit has not been returned to Prospective Purchaser and this Priority Reservation has not been cancelled, Prospective Purchaser s priority for a Selection Time will be established as follows: a. Parties that return an executed Priority Reservation and deposit to Developer s Broker within seven days after Developer has begun to accept Priority Reservations, such party will have priority based on the date and time that such party initially registered its interest in The Ritz Carlton Parcel B property with the Developers Broker. b. Parties that return an executed Priority Reservation and deposit to Developer s Broker more than seven days after Developers broker has begun to accept Priority Reservations, such party will have priority based on the date and time that such party returns the same with the deposit to Developer s Broker. c. Developer reserves the right to take more Priority Reservations than the number of Lots and to exclude up to twelve Lots from those available on Selection Day to prospective purchasers. d. Developer s Broker shall use the foregoing standards and its best effort and actual knowledge to establish time of a party s initial registration of interest and set Selection Times. 3. No Obligation to Purchase. Prospective Purchaser understands that no obligation exists to reserve or subsequently purchase any Lot until Developer offers and Prospective Purchaser executes a purchase contract for a Lot. 4. Deposit. Concurrent with its execution of this Priority Reservation, Prospective Purchaser shall tender to Developer s Broker the sum of Five Thousand Dollars ($5,000) (the Deposit ). Developer s Broker shall, within one days of its receipt of the Deposit, deliver the Deposit to Fidelity National Title Agency, Escrow Agent, at 21803 N. Scottsdale Road, Suite 105, Scottsdale, Arizona, 85255. The Deposit shall be held by Escrow Agent in a non-interest bearing account. If Prospective Purchaser enters into a Lot Reservation, the Deposit shall be applied as the deposit for the Lot Reservation. - 1 -.
5. Purchase Price. Final pricing has not yet been determined for the Lots, and will not be established prior to the Selection Day. Prior to Selection Day, Developer may notify prospective purchasers of the price ranges for the Lots. Lot Reservations or Purchase Agreements will establish a prospective purchaser s specific Lot number and its base purchase price. 6. Expiration of Priority Reservation. On the Selection Day, Prospective Purchaser and Developer may enter into a Lot Reservation or Purchase Agreement for an available Lot selected by Prospective Purchaser, as provided herein. In the event that the parties do not enter into a Lot Reservation or Purchase Agreement or if the Selection Day does not occur on or before July 31, 2017, this Priority Reservation shall automatically expire. In the event that this Priority Reservation expires, Developer shall cause Escrow Agent to refund the Deposit to Prospective Purchaser as provided in Section 7 below. 7. Termination of Priority Reservation by Prospective Buyer. Prospective Purchaser may cancel this Priority Reservation at any time by delivering written notice of termination to Developer. Developer shall have no cancellation rights other than those set forth in Sections 6 and 8. Upon expiration or termination of this Priority Reservation pursuant to the terms of this Priority Reservation, neither Developer nor Prospective Purchaser shall have any further liability or obligation hereunder, and the Deposit shall be refunded to Prospective Purchaser by Escrow Agent within five days of such expiration or termination. Notwithstanding the foregoing, Developer s obligation to cause Escrow Agent to return the Deposit to Prospective Purchaser shall survive expiration of termination hereof (unless the Deposit is applied to a Lot Reservation). 8. No Obligation to Offer; No Representations. Prospective Purchaser acknowledges that this Priority Reservation does not obligate Developer to offer Lot Reservations or Purchase Agreements for the Lots at a particular time or at any time. Developer shall offer and accept Lot Reservations or Purchase Agreements in its sole and absolute discretion and subject to all applicable laws. Developer has not committed to make available to Prospective Purchaser, or to any other prospective purchaser, a Lot Reservation with respect to any specific Lot; nor has Developer made any representations about the terms or conditions upon which the Lots will be offered for sale, if at all. 9. No Assignment. Prospective Purchaser may not transfer the rights under this Priority Reservation without the prior written consent of Developer, and any purported transfer without the consent of Developer is voidable in the sole and absolute discretion of Developer. 10. Notices. Notices under this Agreement shall be in writing and shall be addressed to the parties at the addresses shown in this Priority Reservation. If mailed, a notice shall be effective on the third (3rd) day after deposit in the U.S. Mail. Otherwise, notices shall be effective when delivered. Notices may also be delivered by facsimile and/or email and shall be deemed effective on the day they are sent. Any party may change its address for notices by providing notice of such change in accordance with this Section. 11. Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement shall be settled by arbitration in Scottsdale, Arizona, administered by the American Arbitration Association under its Commercial Arbitration Rules, submitted to one arbitrator with at least five years of experience in resolving real estate related disputes. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall, in the award, allocate all of the costs of the arbitration including the fees of the arbitrator and the reasonable attorneys fees of the prevailing party, against the non-prevailing party. 12. Applicable Law. This Agreement shall be governed and construed under the laws of the State of Arizona. - 2 -
13. No Third Party Benefit. This Agreement is intended for the exclusive benefit of the parties and nothing contained herein shall be construed as creating any rights or benefits in or to any third party and shall not be enforceable by any third party. 14. Amendment. This Agreement may only be amended by a writing signed by both parties. 15. Counterparts. This Agreement may be executed in more than one (1) counterpart, each of which shall be deemed an original, but all together shall be only one (1) document. Signatures to this Agreement may be delivered by DocuSign, or other electronic signature system made available by Developer, or facsimile transmission, which transmission copy shall be considered an original and shall be binding and enforceable against the parties. 16. Headings. The captions of this Agreement are inserted for convenience of reference only and do not define, describe or limit the scope or intent of this Agreement or any term hereof. 17. THE ARIZONA DEPARTMENT OF REAL ESTATE HAS NOT INSPECTED OR APPROVED THIS PROJECT AND NO PUBLIC REPORT HAS YET BEEN ISSUED FOR THE PROJECT. UNLESS OTHERWISE PERMITTED BY ARIZONA LAW, NO OFFER TO SELL MAY BE MADE AND NO OFFER TO PURCHASE MAY BE ACCEPTED BEFORE ISSUANCE OF A PUBLIC REPORT FOR THE PROJECT. 18. Receipt of Special Order of Exemption. Developer is required to furnish Prospective Purchaser, in connection with this Priority Reservation, a copy of the Special Order of Exemption pursuant to which the Arizona Department of Real Estate permits this Priority Reservation. It is recommended that you read the Order before you execute this document. The undersigned hereby execute this Priority Reservation and Prospective Purchaser hereby acknowledges receipt of a copy of the Special Order of Exemption as of the last date written below. FOR YOUR PROTECTION, PLEASE DO NOT SIGN BELOW UNTIL YOU HAVE RECEIVED A COPY OF THE SPECIAL ORDER OF EXEMPTION AND HAVE HAD THE OPPORTUNITY TO READ IT. BY SIGNING BELOW THE PROSPECTIVE BUYER HAS RECEIVED AND ACCEPTED THE SPECIAL ORDER OF EXEMPTION AND ACKNOWLEDGES THE INFORMATION IT CONTAINS. Developer: SHEA HOMES ARIZONA LIMITED PARTNERSHIP By: Name: Address: Phone: Date: Prospective Purchaser: By: Name: By: Name: Address: E-mail: Phone: Date: - 3 -
Arizona Department of Real Estate (ADRE) Development Services Division www.azre.gov 2910 N. 44 th STREET STE-100, PHOENIX, AZ 85018 DOUGLAS A. DUCEY GOVERNOR JUDY LOWE COMMISSIONER In the Matter of the Petition of: SHEA HOMES ARIZONA LIMITED PARTNERSHIP, a California limited partnership, Petitioner(s) SPECIAL ORDER OF EXEMPTION REGISTRATION NO. DM17-058489 The above-named petitioned the Commissioner of the Arizona Department of Real Estate (the Department ) for an exemption from the subdivision requirements of A.R.S. 32-2181(A) and 32-2183(A), under the provisions of A.R.S. 32-2181.01 for the purpose of engaging in limited advertising and promotional activities related to taking priority reservations, including the acceptance of priority reservations, for the Ritz Carlton Parcel B aka Azure, Azure Paradise Valley within the following described proposed development (the Project ): Lots 1 66, within The Ritz Carlton Parcel B, Paradise Valley Located in the Town of Paradise Valley, Arizona It appearing that Petitioner has prepared or is in the process of preparing one or more applications for subdivision public report pursuant to A.R.S. 32-2181(A); Petitioner desires to establish a priority reservation program by which prospective purchasers can be included in a pool of prospective purchasers who, when Petitioner is ready to and has complied with all the requirements to accept Lot Reservations or enter into Purchase Agreements to sell, will receive priority consideration for a meeting with Petitioner to receive more information regarding the development and to enter into a Lot Reservation or Purchase Agreement. Petitioner will enter into a priority reservation with prospective purchasers and take a deposit, which will be placed in a neutral, third party Arizona escrow account. It appearing that by engaging in advertising and promotional activities related to the priority reservation program and offering prospective purchasers the opportunity to participate in the priority reservation program as proposed by Petitioner, Petitioner: SHEA HOMES ARIZONA LIMITED PARTNERSHIP, a California limited partnership Subdivision: The Ritz Carlton Parcel B / DM17-058489 (SPOE) Page 1 of 4
Arizona Department of Real Estate (ADRE) Development Services Division www.azre.gov 2910 N. 44 th STREET STE-100, PHOENIX, AZ 85018 DOUGLAS A. DUCEY GOVERNOR JUDY LOWE COMMISSIONER compliance with the provisions of the above-referenced subdivision requirements is not essential to the public interest or for the protection of purchasers by reason of the limited character and duration of the priority reservation program. NOW, THEREFORE, IT IS ORDERED under authority of A.R.S. 32-2181.01 that the above described property is exempt from the provisions of the above referenced subdivision requirements for the purpose of engaging in advertising and promotional activities related to the priority reservation program and accepting priority reservations provided: 1. The priority reservation program is administered in the manner stated in the Petition for Special Order of Exemption; 2. This exemption expires Monday, July 31 st, 2017; 3. Prospective purchasers are provided a copy of this Order and sign for receipt of same; 4. Deposits taken in connection with priority reservations will be deposited into a neutral escrow within one (1) business day of Petitioner s receipt of the such deposit. 5. Petitioner shall file a complete application for public report, for the Ritz Carlton Parcel B aka Azure, Azure Paradise Valley within forty-five (45) of the date of this Order or all priority reservations shall automatically terminate; 6. It being understood that petitioner may engage in advertising and promotional activities, provided that such advertising and promotional activities comply with Arizona Administrative Code, Title 4, Chapter 28, Article 5, Arizona Revised Statutes Section 32-2181.03, Arizona Revised Statutes Section 32-2183.01, and any other applicable statutes. 7. When Petitioner accepts Lot Reservations, as permitted by the Department in Registration No. DM17-058468 dated April 17, 2017, for the Ritz Carlton Parcel B, aka Azure, Azure Paradise Valley or after the Department grants Petitioner permission to sell on the condition that an approved subdivision disclosure report (public report) or conditional sales exemption has been Petitioner: SHEA HOMES ARIZONA LIMITED PARTNERSHIP, a California limited partnership Subdivision: The Ritz Carlton Parcel B / DM17-058489 (SPOE) Page 2 of 4
Arizona Department of Real Estate (ADRE) Development Services Division www.azre.gov 2910 N. 44 th STREET STE-100, PHOENIX, AZ 85018 DOUGLAS A. DUCEY GOVERNOR JUDY LOWE COMMISSIONER issued by the Arizona Department of Real Estate for the lots in the Ritz Carlton Parcel B, aka Azure, Azure Paradise Valley project, Petitioner will offer persons with Exclusive Priority Reservations ( Reservations ) the first opportunities to meet with Petitioner s broker. Prior to offering specific lots/units to persons without Reservations, Petitioner will offer and schedule individual meetings with successive, small groups of persons with Reservations. Priority shall be determined in order of the date and time that Reservations were received by Petitioner. There are two exceptions to the foregoing: a. The option to enter into an Exclusive Priority Reservation shall be provided to persons that have previously expressed to Petitioner their interest in the Property by formally submitting their contact information to Petitioner in writing, either online or in person, prior to the date of this Order ( Registrants ). Petitioner s broker has kept records of how and when Registrants initially submitted contact information (the Time of Registration ). Registrants will be instructed that (i) if they return an executed Reservation to Petitioner within seven (7) days of their receipt of the form of Reservation, their priority will date back to the Time of Registration, and (ii) if they return an executed Exclusive Priority Reservation after such seven (7) day period, their priority will be as of the actual date and time that the Registration is received by Petitioner; and b. Petitioner may, in its discretion, reserve up to twelve (12) of the lots/units for itself, affiliates, acquaintances and parties related to Petitioner and its members, and not offer such lots to persons with Reservations. Petitioner provided the Department a copy of the restrictions and conditions for the Priority Reservation program and shall provide a copy of the restrictions and conditions to potential purchasers. For purposes of this paragraph, Petitioner may refer to either Petitioner or Petitioner s broker. Petitioner: SHEA HOMES ARIZONA LIMITED PARTNERSHIP, a California limited partnership Subdivision: The Ritz Carlton Parcel B / DM17-058489 (SPOE) Page 3 of 4
Arizona Department of Real Estate (ADRE) Development Services Division www.azre.gov 2910 N. 44 th STREET STE-100, PHOENIX, AZ 85018 DOUGLAS A. DUCEY GOVERNOR JUDY LOWE COMMISSIONER 8. It being understood that this exemption is only granted to the named petitioner and does not extend to any subsequent owners or purchasers; and 9. Petitioner is in compliance with all other applicable state and local government requirements. Failure to comply with any of the terms, conditions or representations made in connection with the Petition for Special Order of Exemption or failure to comply with any terms or conditions of this Order shall render this Order void and a Summary Order of Suspension may be issued. By Order of the Commissioner of the Arizona Department of Real Estate. Dated this 18 th day of May, 2017. Judy Lowe Real Estate Commissioner Arizona Department of Real Estate Petitioner: SHEA HOMES ARIZONA LIMITED PARTNERSHIP, a California limited partnership Subdivision: The Ritz Carlton Parcel B / DM17-058489 (SPOE) Page 4 of 4