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ASSURANCE AGREEMENT This Agreement is made on , 2019, by and between MARICOPA COUNTY, a political subdivision of the State of Arizona, by its Board of Supervisors (hereinafter "County"); And MPC LUKE, LLC, an Arizona Limited Liability Company, with an address of 6501 E. Greenway Parkway, Suite 103-452, Phoenix AZ, 85254, (hereinafter "MPC"). The term "MPC" as used herein shall include MPC and any and all successors and/or assigns of the MPC and shall, at all times, include the record title holder of the Property. Whereas, MPC is the owner of certain real property fully described in Exhibit A attached hereto and made a part hereto (hereinafter "Property"); and Whereas, IsSPC has applied to the County pursuant to A.R.S. §11-821 et seq. to subdivide the Property for single family residential development; and Whereas, A.R.S. §11-821(C) provides: "The regulations shall require the posting of performance bonds, assurances or such other security as may be appropriate and necessary to ensure the installation of required street, sewer, electric and water utilities, drainage, flood control and improvements meeting established minimum standards of design and construction;" and Whereas, A.R.S. §11-822(A) provides: "No plat of a subdivision of land within the area of jurisdiction of the County shall be accepted for recording or recorded until it has been approved by the Board. The approval of the Board shall be endorsed in writing on the plat and shall also include specific identification and approval of the assurances;" and Whereas, MPC has requested that, in lieu of providing a financial assurance as security to ensure the installation of required improvements that the County allow an agreement that no building permits for the construction of homes for sale to third parties shall be issued in connection with the Property unless and until such time all required improvements have been installed pursuant to plans and specifications approved by the County, that meet the minimum standards of design and construction established by the County; and Whereas, the County is agreeable to allowing such an agreement, hereinafter referred to as a "building permit hold" to serve as the statutorily required assurance of performance. NOW THEREFORE, in consideration of the mutual premises contained herein and other good and valuable consideration, the parties agree as follows: 1. The above recitals are incorporated herein as if fully reproduced. 2. No building permit shall be issued to allow construction on or in connection with the Property except: a. Building permits required for the installation and completion of the infrastructure required as part of the subdivision, as approved by all applicable agencies. b. Building permits for not more than eight (8) model homes on specific lots approved by the County. No occupancy of any model home as a single family residence shall be allowed unless and until the building permit hold created by this Agreement shall terminate. 3. No building permit shall issue for any item identified in paragraph 2 of this Agreement unless and until this Agreement shall have been recorded in the office of the Maricopa County Recorder. Upon termination of this Agreement, the County shall execute an appropriate document presented to it by MPC for recording to provide notice that this Agreement has terminated. 4. In the event the County Board of Supervisors shall not approve the subdivision plat for the Property, this Agreement shall be deemed to be void and of no force or effect. 5. MPC must maintain a valid, active building permit for construction of the subdivision infrastructure. MPC shall be responsible for extending or renewing said permit as the case may be prior to expiration. Failure of MPC to maintain a valid, active building permit for construction of the subdivision infrastructure will terminate this Agreement and, no work of any kind on the Property shall occur unless and until fmancial assurance(s) satisfactory to the County has been provided. 6. This Agreement and the building permit hold shall remain in place until such time as all improvements required by the subdivision approval for the Property have been substantially completed by MPC to applicable County or other appropriate standards of other approving authorities, and approved by the County, and all required warranty assurances have been provided. 7. This Agreement may be terminated by MPC providing other acceptable assurances as required by the ordinances and regulation of Maricopa County as a substitute for this Agreement. 8. Nothing contained in this Agreement shall be construed as obviating the necessity of MPC providing fmancial assurances for any and all improvements required to the portions of 127th Avenue, which are to be dedicated to the County that are adjacent to the Property. 9. Nothing contained in this Agreement shall be construed as obviating the necessity of MPC providing financial warranty assurances for any improvements pursuant to applicable County ordinances, resolutions or rules. 2 10. This Agreement may be cancelled by the County pursuant to the terms of A.R.S.§38-511. 11. All notices, and communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally (in which case the date of delivery would be the actual date), if mailed first-class, postage prepaid, registered or certified mail (in which case the date of delivery would be three (3) days from the date of mailing), or if sent by telegram, telex, facsimile, telecommunication or other similar form of communication (in which case the date of delivery would be the date of receipt confirmation), as follows, or as otherwise provided by notice to the other party: If to County: , Maricopa County Planning and Development Department 501 N. 44th Street, Suite 200 Phoenix, AZ 85008 Attn: Director If to /WPC: MTIC Luke, LLC 6501 E. Greenway Parkway, 103-452 Phoenix, AZ 85254 Attn: Mike Nuessle 12. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the parties to this Agreement and their respective successors and assigns. 13. This Agreement, including its Exhibits constitute the entire Agreement and understanding between the parties relating to the subject matter of this Agreement and supersedes all prior representations, communications and arrangements, whether oral, written or inferred, between the parties relating to that subject matter. This Agreement shall not be amended or modified except by a writing duly executed by MPC and the County. The waiver of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition. 14. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 3 Dated as of the day and year first above written. 1V1PC: MPC LUKE, LLC, An Arizona Limited Liability Company By: MPC DEVELOPMENT, LLC, an Arizona limited liability company, Manager By: Market Managemefft P ers LLC, an Arizona limited liabiji6 comp y, Manager By: Michael/WNuessle, Manager COUNTY: MARICOPA COUNTY BOARD OF SUPERVISORS By: Name: Title: ATTEST: Date: Clerk of the Board of Supervisors Date: 4 EXHIBIT A (Legal Description of the IWPC Property) [See attached] EPS Legal Description Luke Landing Job No. 18-041 August 27,2018 A portion of the southwest quarter of Section 2, Township 2 North, Range 1 West, of the Gila and Salt River Meridian, Maricopa County, Arizona, more particularly described as follows: BEGINNING at a brass cap flush at the south quarter-corner of said Section 2, from which a brass cap in hanclhole at the southwest corner of said Section 2 bears North 89 degrees 13 minutes 30 seconds West, 2607.43 feet; thence along the south line of said southwest quarter, North 89 degrees 13 minutes 30 seconds West, 828.42 feet; thence North 0 degrees 46 minutes 30 seconds East, 510.95 feet; thence North 2 degrees 04 minutes 01 seconds West, 982.98 feet; thence North 38 degrees 02 minutes 54 seconds East, 514.92 feet; thence North 7 degrees 01 minutes 57 seconds East, 320.10 feet; thence North 14 degrees 17 minutes 10 seconds East, 18.87 feet; thence East, 235.07 feet; thence South 0 degrees 43 minutes 03 seconds West, 250.90 feet; thence South 89 degrees 16 minutes 57 seconds East, 54.07 feet to the beginning of a curve, concave Northwest, having a radius of 50.00 feet; thence Northeasterly 15.88 feet along the arc of said curve to the left through a central angle of 18 degrees 11 minutes 42 seconds to a point of reverse curvature of a curve having a radius of 50.00 feet; thence Southeasterly 74.15 feet along the arc of said curve to the right through a central angle of 84 degrees 58 minutes 14 seconds; thence on a non -tangent line North 67 degrees 29 minutes 35 seconds East, 25.39 feet; thence North 89 degrees 17 minutes 03 seconds East, 95.00 feet; thence South 0 degrees 43 minutes 01 seconds East, 1579.31 feet; thence South 0 degrees 46 minutes 08 seconds West, 399.87 feet to the POINT OF BEGINNING. Contains 37.4996 acres, more or less. EPS Group, Inc. • 2045 S. Vineyard, Suite 101 • Mesa, AZ 85210 Tel (480) 503-2250 • Fax (480) 503-2258 EXHIBIT A CURVE TABLE _. CURVE LENGTH RADIUS DELTA TANGENT CHORD CHORD BRG C1 15.88' 50.00' 1811'42" a.ol' 15.81' N81 .37'13"E C2 74.15' 50.00' 84'58'14" 45.19' 81.54' S84'59'311 N90'00'03'E 235.07' N14' 1 r10"E S0'43'03"1/1 18.87' /-250.90' N8917'03"E N70 '57'E F95.00' LINE TABLE 320.10' LINE BEARING LENGTH N38.02 .54"E___ 514.92' 1.1 S89'18 .571 54.07' L2 N6729'35'E 25.39' O'n (7; LC) LUKE LANDING SOUTHWEST CORNER ,,-- SECTION 2, 12N, IR1W LI / BRASS CAP IN HANOHCLE '7! 1,0 NJ. CD ,r) (1— 828.42' N8913.30“W 2607.43' GLENDALE AVE POINT CF BEGINNING ScLITH QUARTER—CORNER SECTICN 2, 12N, BRASS CAP FLUSH SOO 500 1000 scale feet www.epsgroupinc.com EXHIBIT 4 LUKE LANDING r EPS GROUP 3 UNANIMOUS CONSENT OF THE MANAGER AND MEMBERS OF 1VTPC LUKE, LLC The undersigned, being the Manager and Members of MPC Luke, LLC, an Arizona limited liability company (hereinafter referred to as the "Company") do hereby consent to the adoption of the following resolutions and declare them to be in full force and effect. WHEREAS, the Manager and Members of the Company, have the full power and authority to authorize and complete the following resolutions, pursuant to the terms in the Operating Agreement of the Company; RESOLVED, that Market Management Partners LLC, as Manager of the Company and/or Michael H. Nuessle, as authorized agent, each acting alone, be and hereby are authorized, for and of behalf of the Company, to sign any and all documents that are necessary or convenient to the operation of the Company as determined by the Manager, acting in its sole discretion, including, but not limited to, execution of any and all documents in connection with the completion and approval a final plat and improvement plans for the Project (as defined in the Operating Agreement) including any Assurance Agreement or other acceptable assurances in favor of Maricopa County and including any and all documents related to utility service by Liberty Utilities Corp., including any line extension agreements; FURTHER RESOLVED, that the authority of Market Management Partners LLC, as Manager of the Company, and/or of Michael H. Nuessle, as authorized agent, by these resolutions shall remain in full force and effect until such time as written notice of revocation by further resolution of the Company shall have been delivered to the parties to the foregoing transactions; and FURTHER RESOLVED, that the actions of the Manager and Members of the Company or any other manager, agent or representative of the Company, taken or performed prior to the date hereof with respect to the preparation, execution and delivery of any documents for the foregoing transactions, be, and hereby are, in all respects ratified, affirmed and approved. [Signatures Appear on the Following Page] 1 z-, DATED as of this / 7 day of April, 2019. MANAGER: MPC DVELOPMENT, LLC, an Arizona limited liability company By: Market Manage rtners LLC, an Arizona bility company Its: Manage': By: Mich40-1. Nuessle, Manager MEMBERS: MARKETPLACE ONE, LLC, MARKET MA ENT PARTNERS LLC, an Arizon ited ljbility compa an Arizona li liability company By: By: Bradley K. Nuessle, Manager 2