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ASSURANCE AGREEMENT A?1,1 I This Agreement is made on January , 2020, by and between MARICOPA COUNTY, a political subdivision of the State of Arizona, (hereinafter "County"); and NORTHERN CITRUS LLP, an Arizona limited liability partnership successor by merger to Citrus & Northern LLC, an Arizona limited liability company with an address of c/o Allard Developments 10218-111 Street N.W. Edmonton Alberta T5K 1K9, (hereinafter, the "Owner"). The term Owner as used herein shall include Owner and any and all successors in title to the Property. Whereas, Owner 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, Owner 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, development of the Property may require, in addition to internal infrastructure necessary to serve the subdivision, infrastructure for improvements that are located along the perimeter or outside the boundaries of the Property. Whereas, Owner 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 Owner 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 and be part of a "model home complex". 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 Owner, 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 has 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 Owner 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 and of no force or effect. 5. Owner shall, at all times thereafter during the pendency of this Agreement, 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 Owner 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 and amount 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 have been completed and all required warranty assurances have been provided. 8. This Agreement may be terminated by Owner providing substituted assurances as required by 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, as prepared by a civil engineer licensed in the State of Arizona, for the remaining improvements at the time of termination. 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 -2- 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 Owner 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. 12. 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, 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 Owner: Northern Citrus LLP c/o Allard Developments 10218-111 Street N.W. Edmonton Alberta T5K 11(9 Attn: Mr. Brad Clough With a required copy to: Biskind, Hunt & Semro, PLC 8501 North Scottsdale, Suite 155 Scottsdale, Arizona 85253 Attn: Neil D. Biskind, Esq. 13. 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. 14. This Agreement, including all Exhibits, constitutes 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 Owner and the County. The waiver of any breach -3- 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. 15. 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. 16. 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. 17. Owner shall provide to the County, satisfactory evidence that the person executing this Agreement for Owner has been authorized to do so. Dated as of the day and year first above written. [Signatures on Next Page] Date: OWNER: NORTHERN CITRUS LLP, an Arizona limited liability partnership By: Hinton Financial Services, its general partner By: / Brad Clough, Preldent COUNTY: MARICOPA COUNTY BOARD OF SUPERVISORS By: Name: Title: ATTEST: Clerk of the Board of Supeisors Date: EXHIBIT A (Legal Description of the Owner Property) Parcel 1 of WHITE TANK FOOTHILLS INFRASTRUCTURE according to the Final Plat thereof recorded in Book 777, page 19, official records of Maricopa County, Arizona. PROVINCE OF ALBERTA ) ss. CITY OF EDMONTON The foregoing instrument was executed before me, the undersigned Notary Public, this /( *h day of \be_ c e,tvOqevy- , 2019 by Brad Clough, the President of Hinton Financial Services, Inc., as the Partner of Northern Citrus LLP an Arizona limited liability partnership, on behalf of the thereof. My Commission Expires: JARRET J. WARD A NOTARY PUBLIC IN AND FOR THE PROVINCE OF ALBERTA MYAPPOINTMENT EXPIRES DECEMBER 31, 2 Q. 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 NORTHERN CITRUS, LLP (HEREAFTER, THE "OWNER") REGARDING IMPLEMENTATION OF THE DEVELOPMENT KNOWN AS WHITE TANK FOOTHILLS 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 8.5 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 White Tank Foothills Parcel 1.1 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; 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 ATTEST: Clerk of the Board