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DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B ASSURANCE AGREEMENT This Agreement is made on _________________________, 2023, by and between MARICOPA COUNTY, a political subdivision of the State of Arizona, by its Board of Supervisors (hereinafter “County”); And JEN ARIZONA 36, LLC, an Arizona Limited Liability Company, with an address of 2222 West Pinnacle Peak Road, Suite 140, Phoenix, AZ 85027, (hereinafter “JEN”). The term “JEN” as used herein shall include JEN and any and all successors in title to the Property. Whereas, JEN is the owner of certain real property full described in Exhibit A attached hereto and made a part hereto (herein referred to as “Property”); and Whereas, JEN 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, JEN has requested that, to satisfy the statutory requirement for providing an assurance to ensure the installation of required improvements, that the County enter into an agreement with JEN 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 as all required improvements that meet the minimum standards of design and construction established by the County pursuant to plans and specifications that have been approved by the County (i) have been installed at no cost or expense to the County and (ii) have been inspected by the County, which has been satisfied with such installation pursuant to guidelines adopted by the County; and Whereas, any such agreement entered into between the parties shall be deemed to be a “Building Permit Hold;” and Whereas, the County is agreeable to entering into such a Building Permit Hold to serve as the statutorily required assurance of performance provided all of the terms of such Agreement are satisfied. 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 at length. 2. No building permit shall be issued to allow construction on or in connection with the Property except: -1- DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B a. Building permits for the installation and completion of all required infrastructure for the project pursuant to plans approved by any and all applicable agencies. b. Not more than eight (8) building permits issued by the County in accordance with applicable building codes for) model homes, each home to be located on specific lots approved by the County. No issued building permit shall include the right to occupy any model home for any purpose other than to demonstrate the style of home available to purchasers within the project; provided that the garage and kitchen areas of one such home per model complex, as designated by JEN, may be used for the purpose of conducting sales of homes to prospective third party purchasers. 3. No building permit of any kind shall be issued unless and until this Agreement shall have been recorded in the office of the Maricopa County Recorder. Upon completion of the infrastructure which this Agreement assures or other proper termination of this Agreement, the County shall execute an appropriate document presented to it by JEN 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 terminated properly and of no force or effect. 5. JEN shall maintain a valid, active building permit for construction of any and all required subdivision infrastructure which has not been completed and approved by the appropriate agency. 6. Should JEN breach this Agreement, any and all building permits that have been issued for the Property shall immediately cease to be valid unless and until a financial assurance, in form satisfactory to the County, has been provided to and accepted by the County. 7. This Agreement shall not be deemed to be satisfied unless and until all building permits issued for the Property has been completed and all required warranty assurances have been provided. 8. This Agreement may be terminated by JEN providing substituted assurances as required by the ordinances and regulations of Maricopa County as a substitute for this Agreement. Any financial assurance shall be based upon one hundred twenty percent (120%) of a County approved cost estimate for the remaining improvements at the time of termination prepared by a civil engineer licensed in the State of Arizona. Said estimate shall be based on current unit costs for the various remaining work items. 9. This Building Permit Hold does not and shall not be interpreted to include required assurances for any and all improvements required by Maricopa County Department of Transportation that are located along the perimeter or outside the boundaries of the property. Said improvements shall be assured by proper financial assurance(s) pursuant to guidelines provided by Maricopa County Department of Transportation. 10. Nothing contained in this Agreement shall be construed as obviating the necessity of JEN providing financial warranty assurances for any improvements pursuant to applicable County ordinances, resolutions or rules. 11. This Agreement may be cancelled by the County pursuant to the terms of A.R.S. § 38-511. -2- DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B 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 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 301 West Jefferson Street, Suite 170 Phoenix AZ 85003 Attention: Director If to JEN: 2222 West Pinnacle Peak Road, Suite 140 Phoenix, Arizona 85027 Attn: Michael Jesberger 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. This Agreement shall run with and be an encumbrance upon the Property. Upon request following a termination of this Agreement, the County shall promptly record a notice of termination of this Agreement. 13. This Agreement, including all Exhibits constitute the entire agreement and understanding between the parties relating to the provision of assurances required by statute 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 JEN 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. 15. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -3- DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B 16. JEN represents and warrants to the County that the person executing this Agreement for JEN has been authorized to do so in compliance with the terms of its Articles of Organization and Operating Agreement. JEN has provided to the County proof of the signing authority of the person executing this Agreement. Dated as of the day and year first above written. // -4- DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B 8/10/2023 DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B DocuSign Envelope ID: 6EB9F8CE-FE06-47AE-B651-F81976454D0B