Exhibit B.

PROPERTY ESCROW TRUST AGREEMENT

FOR SUBDIVISION IMPROVEMENTS

FOR MOHAVE COUNTY, ARIZONA

THIS AGREEMENT is made and entered into by and between the ("Subdivider"), ____________ ("Trustee"), ____________ as trustee under Trust No. ____________ and Mohave County, Arizona ("County").

1. RECITALS

1.1.

Subdivider is the beneficiary and Trustee is the trustee of a trust which owns land ("the Land") located in Mohave County, Arizona and described in paragraph 2.1 of this agreement.

1.2.

County, Subdivider and Trustee wish to establish specific terms, conditions, and guidelines relating to the subdivision of the Land and construction of related improvements to comply with the Mohave County Land Division Regulations.

2. AGREEMENT

Based on the foregoing recitals, which are incorporated here as the intent of the parties, and in consideration of County's approval of a final plat for the Land, County, Subdivider and Trustee agree as follows:

2.1.

Property Description. The Land is all of the real property which is the subject of the subdivision plat ("the Subdivision Plat") identified as ____________ recorded in the Office of the Mohave County Recorder.

2.2.

Construction of Subdivision Improvements. As a condition of subdivision approval, Subdivider hereby agrees to construct all required subdivision improvements.

2.3.

Existing Utilities. Any relocation or modification of existing utilities or public improvements required in order to construct the Subdivision Improvements shall be done at no expense to the public. Subdivider's performance of this requirement shall be considered in determining whether to release assurances under paragraphs 2.5 and 2.6.

2.4.

Assurance of Construction. This agreement is submitted as an assurance that Subdivider will construct the Subdivision Improvements, as required by the Mohave County Land Division Regulations.

2.5.

Limitation on Transfer of Title. Trustee shall not convey title to any of the Land without obtaining prior written approval from the County in the form of a Release of Assurance. The County will not approve a release of assurance until the Subdivision Improvements are completed in accordance with paragraph 2.11. In the case of a sale or foreclosure of the property, the Trustee will notify the County within 30 days of the title transfer.

2.6.

Partial Release of Assurances. The County shall issue a Release of Assurance for some of the lots depicted on the Subdivision Plat if all of the following have occurred:

A.

All of the Subdivision Improvements required in connection with the released lots have been completed in accordance with paragraph 2.11;

B.

County finds that the released lots and the Subdivision Improvements required in connection with them can be used and maintained separately from the Subdivision Improvements not yet completed in accordance with paragraph 2.11;

C.

A minimum of 20 lots or 20 percent of the recorded lots, may be released (parcels for drainage, private roads, parks, and other common space parcels do not count as a part of the minimum number of lots to be released);

D.

In the event that the applicant requests a partial release of assurance for commercial or multifamily lots only, that partial release request may be processed if the commercial or multifamily lot included in the request is at least five (5) acres in area.

2.7.

Deposit Receipt Agreements. Notwithstanding paragraph 2.5, Trustee may enter into a deposit receipt agreement for the sale of the Land or any portion of it if the agreement clearly states that no portion of the Land shall be conveyed until Subdivider performs its obligations under this agreement.

2.8.

Bulk Sales. Notwithstanding paragraph 2.5, Trustee may sell and convey all of the Land in one transaction to a single purchaser who has entered into a satisfactory assurance agreement with County, assuring completion of the Subdivision Improvements.

2.9.

Conveyance Out of Trust for the Purpose of Encumbrance. Notwithstanding paragraph 2.5, Trustee may convey all or part of the Land to the Subdivider for the sole purpose of encumbering the Land by the recording of mortgages or deeds of trust, provided that the Land is thereafter immediately re-conveyed into the trust.

2.10.

Substitution of Assurances. Subdivider may submit substitute assurances as outlined in Section 4.7 of the Mohave County Land Division Regulations in a form and amount acceptable to County at any time during which Subdivider is not in default under this agreement.

2.11.

Completion of the Subdivision Improvements. The Subdivision Improvements shall be completed by Subdivider not more than two years after the date of Final Plat recordation. Extensions of Time to complete the improvements may be requested as outlined in Section 4.4.F of the Mohave County Land Division Regulations. The Subdivision Improvements shall not be considered completed until after they have been constructed in accordance with all applicable plans and after the County has inspected them and the County Engineer finds them to be in compliance with the plans.

2.12.

Acceptance of the Subdivision Improvements. County shall not accept maintenance responsibility for any of the Subdivision Improvements unless and until all of the following have occurred:

A.

They have been completed in accordance with paragraph 2.11.

B.

The Final Plat has been approved by the Mohave County Board of Supervisors and recorded.

C.

The dedication has been accepted by the Mohave County Board of Supervisors as evidenced by approval of the dedication on the Subdivision Plat or by some other formal action.

2.13.

County's Option to Revoke the Final Plat Upon Default.

At County's sole option, if Subdivider or Trustee defaults in its obligations under this agreement, County may revoke all or a portion of the Land for the purpose of returning the portions of Land which are the subject of the revocation to approximately the same boundary configurations of record which existed before the recording of the Subdivision Plat. Subdivider hereby authorizes County to execute on behalf of Subdivider the revocation process described in this section. The Final Plat revocation may exclude any dedications to the public which were made on the Subdivision Plat which are deemed necessary to serve either portions of the Land which are not revoked, or to serve the public. Subdivider shall pay the reasonable costs incurred in the revocation of all or a portion of the Final Plat. First class mailed notice to the last known address of Subdivider and Trustee shall be given not less than thirty days before County exercises its option to revoke the Final Plat under this paragraph.

2.14.

Incorporation and Annexation. If the Land is incorporated as or annexed by a city or town, the city or town shall automatically succeed to all benefits and duties of County under this agreement.

2.15.

Termination. This agreement shall remain in full force and effect until one of the following has occurred:

A.

The Subdivision Improvements have been completed and accepted by County in accordance with paragraph 2.11 and a Release of Assurances with respect to all the Land has been recorded in the Office of the Mohave County Recorder in accordance with paragraph 2.5; or

B.

A new subdivision plat has been recorded for the Land in compliance with any and all applicable laws and regulations; or

C.

A substitute assurance agreement has been executed by and between Subdivider and County in accordance with paragraph 2.10.

2.16.

Effective Date.

This agreement is effective on the ____________ / ____________ / ____________ day of ____________ / ____________ / ____________ , 20 ____________ , which is the date of approval of this agreement by the Mohave County Board of Supervisors.

( Ord. No. 2012-01 , exh. B, 4-2-2012)