LANDINGS MASTER PLAT_AAGMT&RESO.PDF

ASSURANCE AGREEMENT — LANDINGS MASTER PLAT 
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 JEN ARIZONA 28, 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:

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 issue 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 to the portions of Camelback Road, which are 
to be dedicated to the County that are adjacent to the Property. Said improvements shall be assured 
by proper financial assurances 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-

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 
501 N. 44th Street 
Phoenix AZ 
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-

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. 
II

Approved as to fo 
content: 
ty County Attorney 
JEN ARIZONA 28, LLC 
An Arizona Limited Liability Company 
By: 	-2, (  
ichael K. Jesberger 
Its: Authorized Signatory 
COUNTY: 
MARICOPA COUNTY BOARD OF SUPERVISORS 
By: 	
 
Name: 	
 
Title: 
ATTEST: 
Clerk of the Board of Supervisors 
Date:  r1/92/7,90  
Date:

JEN Arizona 28 LLC 
RESOLUTIONS 
WHEREAS, the Manager of JEN Arizona 28 LLC, an Arizona limited liability company 
(the "Company") is JEN V GP LLC, a Delaware limited liability company, and this certification 
of the Resolutions set forth hereafter is signed by Reuben Leibowitz as President of JEN V GP 
LLC, in its capacity as Manager of the Company. 
THEREFORE, the undersigned, do hereby consent to, ratify, adopt and certify for the 
records of the Company, the following as the actions of the Company: 
RESOLVED, that the Company desires to acquire certain real property located in 
Maricopa County, Arizona, known as Camelback; and 
RESOLVED, that Michael Jesberger or Diann Curley are hereby authorized to execute the 
necessary documents on behalf of the Company to finance, acquire, sell, develop and entitle the 
property and otherwise accomplish the aforementioned desires, including, but not limited to, 
establishing bank accounts and executing closing documents for said transaction, and to otherwise 
take appropriate action in order to close the transaction and fulfill the obligations of the Company 
pursuant to such documents, 
IN WITNESS WHEREOF, the undersigned have executed and delivered these Resolutions 
as of August 29, 2016, 
JEN Arizona 28 LLC 
An Arizona limited liability company 
By: JEN V GP, LLC, a Delaware limited 
liability company, its Manager 
By: 	
 
Nathe: Reuben Leibowitz 
Title: President

EXHIBIT A 
(Legal Description of the JEN Property) 
[See attached] 
-6-

(I 10344 ' 
KIRK J, 
PANOUS 
f.,
)? 
Page 1 of 1 
THE LANDINGS 
• 
MASTER PLAT BOUNDARY 
LEGAL DESCRIPTION 
That parcel of land being situated within the property as described in the Special VVarranty Deed 
as recorded in Document No 2017-0844695, Mwicopa County Records, Arizona, lying .within the 
Northwest Quarter of Section 21, Township 2 North, Range 2 West, of the Gila and Salt River 
Meridian, Maricopa County, Arizona, being more particularly described as follows: 
COMMENCING at a found 2-1/2 inch Maricopa County Department of Transportation brats cap 
flush accepted as the Northwest corner of said Section 21 from which a found 2-112 inch 
Maricopa County Department of Transportation brass cap flush accepted as the North Quarter 
'corner of said Section 21 thereof bears South 89°5534" East, 2649,10 feet: 
Thence South 89°5534" East, 279.00 feet along the north line of Northwest Quarter of said 
Section 21; 
Thence leaving said north line, South 00°15'54" West, 55.00 feet to the northwest comerof said 
Special Warranty Deed, being the POINT OF BEGINNING; 
Thence along said deed the following 6 courses: 
Thence South 89°55'34" East, 1490.16 feet; 
Thence South 00'1217" West, 500.00 feet; 
Thence South 89°55'34" East, 880.00 feet to the east line of the NorthWest Quarter of said 
Section 21; 
Thence along said east line, SoUth 00°12'17" West, 1557.02 feet; 
Thence leaving said east line, North 89°5411" West, 2372,35 feet; 
Thence North 00°15'54" East, 2086.06 feet to the POINT OF BEGINNING, 
The above described parcel contains a computed area øf4507,701 sq. ft. (103,4826 aCres) more 
or less and being subject to any.easernents, restrictions, rights-of-Way of record or otherwise. 
The description shown hereon is not to be used to violate any subdivision regulation of the state, 
county and/or municipality or any land division restrictions. 
Prepared by: HILGARTWILSON,LLC 
2141 E, Highland Avenue, Suite 250 
Phbenix, AZ 85016 
Project No.: 1775 
Date: April 2019 
U:\1700117751SURVEY\PLAT\MASTER PLAT\1775-MP_LEOAL,doox

N89 1 54'11"W 2372.35' 
W 1/4 COR SEC 21, 
T2N, R2W FOUND, MCDOT 
BRASS CAP FLUSH 
"CO 
(0 
rr) 
S 1/4 COR SEC 21, TN, 
R2W FOUND BRASS CAP-- 
, 	
IN HAND HOLE MCDOT 
P.O.B. — POINT OF BEGINNING 
p.o,c, 
— POINT OF COMMENCING 
* THE LANDINGS 
OVERALL BOUNDARY 
MARICOPA COUNTY, ARIZONA 
CHECKED BY: KJP  
2019, 101.0AR1\MLSON, 11.0 	
U: \1700\1779\SURVEY\00,CSVEOAL\1775 °MAIL EXIIIBITAN 4/10/2019 11:42 AM 
P: 602.490535 / I 602.368,2436  
PROJ,No,: 	
1775 
DATE : 	
APR 2019 
SCALE:, 
DRAWN BY: GS 
EXHIBIT 
Arbo 
HILGARTINILSON 
2141 E. HIGHOND AVE.,  STE. 250 
PHOENIX, AZ 85016 
COR SEC 21, T2N, 
R2W FOUND MCDOT 
BRASS CAP FlusH, P.O.C. 
N 1/4 QOR SEC 21, T2N1 
R2W FOUND MCDOT 
BRASS CAP FLUSH 
S001554 1V 
W CAMELBACK ROAD 
4
_5,5,00' 	
S891504"E 2649,10'  
279.00'
2370,10' 
589°5534E 1490.16' 
p.O.B. 
500.00' 
S89'55 934" E 
880.00' 
JEN ARIZONA 28 LLO 
APN: 502-29-353B 
OC) 
V) 
S0012'17'W 5262_70' 
MISSIONARY 	
"c3 
WINOS INO/UAL, 
APN: 502-29-353C 1-P

MARICOPA COUNTY 
RESOLUTION NO. 
C- 
A RESOLUTION OF THE BOARD OF SUPERVISORS OF MARICOPA COUNTY, PHOENIX, 
ARIZONA (THE "COUNTY") AUTHORIZING EXECUTION ON BEHALF OF THE COUNTY, AN 
ASSURANCE AGREEMENT AMONG THE COUNTY; AND JEN ARIZONA 28, LLC 
(HEREAFTER, THE "OWNER") REGARDING IMPLEMENTATION OF THE DEVELOPMENT 
KNOWN AS THE LANDINGS (MASTER PLAT) SUBDIVISION 
WHEREAS, Maricopa County is a growing county with respects to population, and 
expects population growth to continue in the foreseeable future, and 
WHEREAS, a sizable portion of this population growth will occur in unincorporated areas 
as a result of large master-planned communities that will include a significant number of residents 
and various types of land uses; and 
WHEREAS, the Board of Supervisors recognizes that it must exercise its authority to 
accommodate growth in an efficient manner that protects County residents and taxpayers from 
undue fiscal burdens; and 
WHEREAS, pursuant to Arizona Revised Statues §11-821(C) the posting of an assurance 
satisfactory to the County, ensuring the completion of necessary infrastructure, is required as a 
pre-condition to the granting of an approval to subdivide property; and 
WHEREAS, Owner owns certain real property in unincorporated Maricopa County 
comprising a total of approximately 103.5 acres (the "Property"); and 
WHEREAS, Owner represents and warrants that it is the fee title owner of the Property 
and has an interest in the Property as described in Arizona Revised Statutes §11-1101 B; and 
WHEREAS, County wishes to enter into an assurance agreement in form and substance 
acceptable to the County with Owner (the "Assurance Agreement") for the subdivision known as 
The Landings (Master Plat) in accordance with ARS §11-821 to help ensure timely and efficient 
development of infrastructure and services for future residents within the Property, and to help 
minimize fiscal impacts to County residents and taxpayers;

ATTEST: 
APPROVED AS TO FORIVi: 
WHEREAS, ARS §11-821 provides that the Board of Supervisors may regulate the 
subdivision of lands within its corporate limits by requiring the posting of performance bonds or 
other forms of assurances, including assurance agreements, necessary to ensure the installation 
of required street, sewer, electric and water utilities; and drainage and flood control improvements 
meeting minimum standards of design and construction; and 
WHEREAS, the Board of Supervisors has agreed to accept from Owner in order to meet 
such requirements an assurance in the form of the "Assurance Agreement". 
NOW, THEREFORE, BE IT RESOLVED, the Board of Supervisors of Maricopa County 
authorizes execution of the Assurance Agreement on behalf of the County. 
EXECUTED this 	
day of 
Phoenix, Arizona. 
, 2020, by Maricopa County Board of Supervisors, 
Chairman, 
Board of Supervisors 
Attor,pet? for the C6unt9 -- 	
Clerk of the Board