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ASSURANCE AGREEMENT — LANDINGS PARCEL 1-1 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 By: ichael K. Jesberger Its: Authorized Signatory ( Approved as to fooya.mycontent: Date: a2/ TEN ARIZONA 28, LLC An Arizona Limited Liability Company COUNTY: MARICOPA COUNTY BOARD OF SUPERVISORS By: Name: Title: ATTEST: Clerk of the Board of Supervisors Date: ifity County Attorney -5- 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: Narrie: Reuben Leibowitz Title: President EXHIBIT A (Legal Description of the JEN Property) [See attached] THE LANDINGS PARCEL 14 BOUNDARY LEGAL DESCRIPTION A portion of land being situated 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 brass cap flush accepted as the Northwest corner of said Section 21 from which a found 2-1/2 inch Maricopa County Department of Transportation brass cap flush accepted as the North Quarter corner of said Section 21 thereof bears South 89°55'34" East, 2649.10 feet; Thence South 89°55'34" East, 375.90 feet along the north line of the Northwest Quarter of said Section 21 Thence leaving said north line, South 00°04'26" West, 77.00 feet to the POINT OF BEGINNING; Thence South 89°55'34" East, 107.23 feet; Thence South 00004'26" West, 4,00 feet; Thence South 89°55'34" East, 90.00 feet; Thence North 00°04'26" East, 4.00 feet; Thence South 89°55'34" East, 135.00 feet; Thence South 00°04'26" West, 4.00 feet; Thence South 89°55'34" East, 90.00 feet; Thence North 00°04'26" East, 4.00 feet; Thence South 89°55'34" East, 86,35 feet; Thence South 47°1811" East, 139,65 feet; Thence South 00°04'26" West, 127.35 feet; Thence North 89°55'34" West, 5.00 feet; Thence South 00°04'26" West, 193.09 feet; U:\1700\1775\suRvEY\PLIVt\PARcEL 2\1715-P2-FP BNDY_LEGAL.doox Page 1 of 3 Thence South 89°55'34" East, 10,00 feet; Thence South 01°18'29" East, 50,01 feet; Thence North 89°55'34" West, 6.21 feet; Thence South 00°04'26" West, 211.00 feet; Thence South 89°55'34" East, 5.00 feet; Thence South 00°04'26" West, 152.17 feet; Thence South 31°33'04" East, 125.70 feet to a non-tangent curve, concave northwesterly, having a radius of 50,00 feet, the center of which bears South 26°25'40" East; Thence southeasterly along said curve, through a central angle of 242°06'22", an arc length of 211.28 feet to the beginning of a reverse tangent curve, concave southwesterly, having a radius of 25.00 feet; Thence northwesterly along said curve, through a central angle of 35°56'19", an arc length of 15.68 feet to a non-tangent line; Thence South 23°28'52" East, 119.79 feet; Thence North 65°16'50" East, 28.52 feet; Thence South 70°50'26" East, 7.21 feet; Thence South 26°57'42" East, 118.00 feet to a non-tangent curve, concave northwesterly, having a radius of 675.00 feet, the center of which bears North 26°57'42" West; Thence northeasterly along said curve, through a central angle of 00°28'23", an arc length of 5.57 feet to a non-tangent line; Thence South 27°26'05" East, 50.00 feet to a non-tangent curve, concave southeasterly, having a radius of 20.00 feet, the center of which bears South 27°26'05" East; Thence northeasterly along said curve, through a central angle of 31°00'08", an arc length of 10.82 feet to a non-tangent line; Thence South 31°34'07" East, 113.54 feet; Thence South 47°34'39" West, 49,51 feet; U:\17OO\1775\SURVEYPLATPARCEL 2\1775-P2-FP BNDY_LEGAL.docX Page 2 of 3 ' 19344 (?' KIRK J• F'ANGUS kf'009% Thence South 60°0729" West, 46,17 feet Thence South .68°39'47" West, 67.11 feet ThenceSoOth 75°46'19" West, 67.37 feet; Thence South $2°111'5" West, 49,88 feet; Thence South 87°28'40" West, 48,05 feet; Thence,North 89°55'34" West, 186,60 feet; Thenoe'North 0090476"' East, 120.13 feet; Thence.North 89°55'34" West, 38,88 feet; Thence North 00 004!25" 'East, 50,00 feet to 0.1*On-tangent curve,, concave' northwesterly, having a radius of 20,00 feet, the center Of whiCh bears North 60°0426" East; Thence northeaSterly along said curve ; through a central angle of an arc length of 10.47 feet to a non4angent line; Thence North 00°04'26" ,East, 119.82 feet; Thence North ,89°55 1.34" We0, 475.21 feet; Thence North 00°1 ek54P , EaSt, 1070;01 feet; Thence North 43°38'34 East, 141 46 feet to the POINT OF ii3EGINNING. The above described parcel contains 0 ,computed area of 981,276 so, ft (22.5270 acres) more or less and being subject to any easements, restrictions, rig hts-ofway 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: HILGARTWILSQN, LLC 2141 E. Highland Avenue, Suite 250 Phoenix, AZ,85016 Project No 1776 Date; Merch 2019 700\1776lSURVEY\PLAT\PAkC5L211715-P2.FP 13NDY LE0A1_406x 'L.1 L16 .$26 12 ).40"E• RADIAL' " iCI ••, • !L22 .L23 C2 N2657'42V c;\ L38 RADIAL N 1/4 OOR SEC 21, T2N, R2W, FOUND MCDOT BRASS CAP FLUSH NW coR SEC T2N, R2W,FOUND MOM- BRASS CAP FLUSH; S00.04'26'W W 'CAMELBAGK ROAD 39 755!34",5 2649.10 ' 375,90' L1 L3 L5 L7 L9 2273.20 ' ,0 P.O.B tsr) L6-1 1—L8 Ll t4)tp S27'26'05".E —L36 c3 RADIAL '61 L3,2 L27 L53 L31 \-$ :t.r) W 1/4 COR S.C . 21, JEN ARIZONA 28 LI,C T2N, R2W, FOUND APNL502-29 ,-- 353B MODOT BRASS CAP FLUSH OS - NO0'0426 -E RADIAL LAN% 19,44 KIRK J. PANOWS P,Q,B, —RQINT OF BEGINNING . . P.O.O. —POINT OF OOMMENCINO A %All • I LGARTW1 LS N 2141. 5. HIGHLAND AVE,STE, 250 1 PHOENIX; A4:8546 P: 602,490,0535 (f.: 602.36E0436 cam . H11.0ARTWILSON, A1700\1775 \SURVEMOCALEGAIA1770 PARCEL 1 ,-1 MeV FAMBIT.khl 4/11/2019 2:66 PM PROJ,NO.: 1775 DATE: . sOALE; APR 2019 THE LANDINGS ..PAKEI. 1-1 13000ARY ..MARICOPA COUNTY; ARIZO.NA. CHECKED BY KJP DRAWN BY: FLO EXHIBIT LINE TABLE LINE TABLE , ' LINE NO. , DIRECTION LENGTH LINE NO, DIRECTION LENGTH L1 S89'55' 34"E 107,23' L24 S26'57' 42"E 118.00' L2 S00 04'26 1'W 4.00' L25 ' S27 26'05'E 50,00' L3 38955'34"E 90,00 ) La S3134'07E 113.54' ' L4 N00'04' 26"E 4,00' L27 S4734'39" W 49,51' L5 $89'55'34"E 135,00' L28 S60'07' 29"W 48.17' L6 S00"04'261 4,00' L29 S68'39' 47"W 67.11' 1-,7 589'55' 34"E 90,00' L30 S75'48'191 67,37' L8 N00'04' 26"E 4,00' L31 S82'11'151 49,88' L9 ' S89`55'34"E. 86,35' L32 $87'28"40"W 48.05' L10 S47 '18 111"E 139,65' L33 _ N89 55'34"W 186,60' 1_11 500'04'26"W 127,35' ' L34 N00 04'6"E 120,13' L1'.2 ' N8955'341 5,00' L,35 .N89'55'341 38.88' L13 S00'04'26"W 193,09' ' L36 N 00'04'26"E 50.00' L.14 S89 55'34"E 10,00' L37 NO0'04'26"E' 119,82' L15 $0118'29"E 50,01' ' L38 N89'55'341 , 475,21' L16 N 89'55'34"W , 6,21' L39 N00 15'54"E 1070.01' L17 S00'04-'2.61 211.00' L40 N43‘38 134H E 141,46' L18 S89 55'34"E 5,00' L19 500'04'26"W ' 152.17' LANo,s, L20 S31 '33'04"E 125,70' 1:9344 . PANGUS ly 4-1494012e t-i.z L21 S23 '28'52"E 119.79' L22 N6516'50"E 28.52' 6470(5.3,,,.. : 7Breir, L23 S70.50'26E 7,21' /,,110 -...... v..... - so . PFROJ.NO;: 1775 THE LANDINGS PARCEL 1--1 BOUNDARY MAR1COP A COUNTY, ARIZONA ° tiff H I LGARTWI LSO N 1±41:e.1-11QHLAND AVE., STE. 2E0 PHOgN04 AZ 860i6 P: 602.490.0535 / F: S02.3682436 pAit: APR 2019 .SCALE: N,T,S, DRAWN BY ri.,c EXHIBIT CHECKED BY KJP 02019, HILOARTVAL90N1-1-0 1.1: 1700 1775 51184EY\0009\11 Al; 1775, PARCEL —1 ONOY,EX IBILdwg 11 2019 25IrpM CURVE TABLE CURVE NO RADIOS . DELTA , . LENOT.171 Cl 50;00' 24206'22" 211,28' 02 25.00' 3556'19" 15,68' 03 67.6;00' 0'28'23" C4 20:00' 31'0008" 10,82' ! C5 20,00' 30'00'00" 10,47' WLANt) , ,410A r C' 1,9344 KIRK J. PAN GUS ;9%440017/ PROJ.NO.' 1775 DATE: APR: 2019 . SCALE: DRAWN E3Y: PLC _ 'CNEC.IED BY: IOP THE LANDI:NGS PARCEL 1-1 BOUNDARY MARICOPA COUNTY, ARIZONA EXHIBIT A Fir HILGARTW) LSD N 2141 5.111001-AND AvE., STE, 250 PHOENIX, AZ 850i6 602.490.05351 F: 002:368,246 02019, HILOARVALSON, ILO 10\1700\1775\SURWADOCALEGAL\1775 PARCEL 1,-1 (INDY EXHIDIT,dqg 4/11/2019 2:50 PM 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 (PARCEL 1-1) 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 22.5 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 (Parcel 1-1 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; APPROVED AS TO FORM': ATTEST: 269.0 Attoric* for the Coruntr— Clerk of the Board 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 , 2020, by Maricopa County Board of Supervisors, Phoenix, Arizona. Chairman, Board of Supervisors