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a6 , 2019, by and ASSURANCE AGREEMENT (Four Seasons at Sun City West Subdivision) THIS ASSURANCE AGREEMENT (the "Agreement") is made on between MARICOPA COUNTY, a political subdivision of the State of Arizona, by its Board of Supervisors (hereinafter "County"); and SUNWEST METRO VENTURES, LLC, an Arizona limited liability company, with an address of 2701 E. Camelback Rd., Suite 168, Phoenix, AZ 85016 (hereinafter "SMV"). The term "SMV" as used herein shall include SMV and any and all successors and/or assigns of SMV and shall, at all times, include the record title holder of the Property. Whereas, SMV is the owner of certain real property full described in Exhibit A attached hereto and made a part hereto (hereinafter "Property"); and Whereas, SMV 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 in part: "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 in part: '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, SMV 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 as 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 -1- 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 through its Planning and Development Department. 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 ofthis Agreement, the County shall execute an instrument in the form of Exhibit B attached hereto and made a part hereto presented to it by SMV 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 null and void and of no force or effect. 5. SMV shall, at all times during the pendency of this Agreement, maintain a valid, active building permit for construction of the subdivision infrastructure. Failure of SMV to maintain a valid, active building permit for construction of the subdivision infrastructure at any time during the pendency of this Agreement shall render this Agreement and any and all building permits issues to the property immediately null and void and of no further force or effect, threatening the validity of the subdivision for the failure of SMV to provide statutorily required assurance. In no event shall any work of any kind occur on the Property if this Agreement shall become invalid. No work may re-commence on the Property unless and until financial assurance(s) are provided to and approved by the County. 6. The building permit hold shall remain in full force and effect until such time as all improvements required by the subdivision approval for the Property have been completed by SMV as demonstrated by approval by the applicable authority with jurisdiction over the improvement, and all required warranty assurances have been provided. 7. This Agreement shall be terminated upon SMV providing financial assurances as required by the ordinances and regulations of Maricopa County as a substitute for this Agreement. 8. Nothing contained in this Agreement shall be construed as obviating the necessity of SMV providing financial any roadways located outside the subdivision under or to be under the jurisdiction of the Maricopa County Department of Transportation. assurances for any improvements pursuant to applicable County ordinances, resolutions or rules. Financial assurances shall be provided for any warranty period applicable to the infrastructure approved for the subdivision, all in accordance with applicable ordinances and regulations. -2- 9. This Agreement may be cancelled by the County pursuant to A.R. S. § 38-511. 10. 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 SMV: 2701 E. Camelback Rd, Suite 168 Phoenix, AZ 85016 Attn: Bill Milne 11. 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 is intended to and shall be an encumbrance upon the Property. Upon recording, this Agreement shall run with and be an encumbrance against the Property. 12. 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 SMV 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. 13. 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. 14. 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. Dated as of the day and year first above written. -3- COUNTY: Date: SMV: SUNWEST METRO VENTURES, LLC, an Arizona limited liability company By: Name: Title: 5//ArA4/1 LeL eR/A-4) EIJRcti Ma-14 a STATE OF ARIZONA ) SS. COUNTY OF MARICOPA ) Acknowledged this 3 day of-Um-02019, by SUNWEST METRO VENTURES, LLC, an Arizona limited liability company, by , its (\Icon cy,r My Commission Expires: L.R C.C.ew-io-Cr 242 MARICOPA COUNTY BOARD OF SUPERVISORS By: Name: Title: ATTEST: Clerk of the Board of,Supervisors Date: Deputy County Attorney -4- EXHIBIT A Legal Description of the SMV Property That part of Tracts "N" and "0", Sun City West Unit 1, according to the plat of record in the °Bice of the County Recorder of Maricopa County, Arizona, recorded in Book 200 of Mops, page 1, described us follows: Beginning at the Northwesterly corner of said Tract "N" that is common with the Northeasterly corner of Tract "M", Sun City West Unit 1; Thence South 66 degrees 30 minutes 00 seconds East along the Northerly line of Tract "N", a distance of 400.00 feet; Thence South a distance of 285,00 feet; Thence South 13 degrees 00 minutes 00 seconds East a distance of 120.00 feet to the Northeasterly corner of Tract "N' that is common with the Northwesterly corner of said Tract "0" of Sun City West Unit 1; Thence continuing South 13 degrees 00 minutes 00 seconds East along the Northerly line of Tract "0", a distance of 25.30 feet Thence South 42 degrees 48 minutes 09 seconds West a distance of 327.92 feet; Thence continuing South 42 degrees 48 minutes 09 seconds West a distance of 256.75 (R) 257.23(M) feet to a point on the Northeasterly right-of-way line of R. H, Johnson Boulevard and a point on a curve, the center of which bears South 42 degrees 48 minutes 09 seconds West, a distance of 10,055.00 feet; Thence Northwesterly along said Northeasterly right-of-way line of R, 11, Johnson Boulevard and the arc of said 10,055.00 foot radius curve that is concave Southwesterly through a central angle of 00 degrees 13 minutes 41 seconds, a distance of 40.00 feet; Thence leaving said right-of-way line on a bearing of North 42 degrees 48 minutes 09 seconds East a distance of 122,58 feet (R) 123,11(M) to the beginning of a tangent curve to the left having a radius of 60.00 feet; Thence Northerly along the arc of said 60.00 foot radius curve that is concave Westerly through a central angle of 79 degrees 17 minutes 34 seconds, a distance of 83,04 feet; Thence North 36 degrees 29 minutes 25 seconds West a distance of 159,99 feet; Thence North 17 degrees 23 minutes 48 seconds West a distance of 43.99 feet to a point that bears North 01 degrees 18 minutes 28 seconds East a distance of 311,52 feet horn the Southeast corner of said Tract Thence continuing North 17 degrees 23 minutes 48 seconds West a distance of 84.51 feet; Thence North 44 degrees 16 minutes 09 seconds West, a distance. of 145.00 feet; Thence North 36 degrees 26 minutes 27 seconds West, a distance of 146;83 feet; Thence North 34 degrees 04 minutes 28 seconds West, a distance of 119.66 feet to a comer on the Northwesterly line of Tract "N"; Thence North 52 degrees 49 minutes 45 seconds East along the 'Northwesterly line of Tract "N", a distance of 412.50 feet to the Point of Beginning. RESOLUTION Be it resolved that the transaction herein referred to, being herewith approved, Brian Burch, Manager of Sunwest Metro Ventures, L.L.C. be and he is hereby directed, authorized and empowered to execute, acknowledge and deliver such documents, instruments and papers and perform such acts as may be legally, properly and reasonably required or necessary for the purpose of executing an Assurance Agreement for Four Seasons at Sun City West Subdivision to serve as the statutorily required assurance, to assure performance in favor of Maricopa County. I, William J. Milne, manager of ARE FUND, LLC, sole member of Sunwest Metro Ventures, L.L.C., a Limited Liability Company of the State of Arizona, CERTIFY that the foregoing Resolution is duly authorized by the Articles of Organization; that it has not been modified, amended or rescinded, and is in full force and effect as of the date hereof. Dated: , 2020 WiTham j. Miline 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 SUNWEST METRO VENTURES, LLC (HEREAFTER, THE "OWNER") REGARDING IMPLEMENTATION OF THE DEVELOPMENT KNOWN AS THE FOUR SEASONS AT SUN CITY WEST 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 8.8 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 Four Seasons at Sun City West 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 F0yM: ATTEST: 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 Attornej/ for the County Clerk of the Board