CITY OF PHX - PURCHASE AGREEMENT.PDF

CITY OF PHOENIX —158084--0
FINANCE DEPARTMENT-REAL ESTATE DIVISION
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

PROPERTY North of E. Northern Avenue and

itt Apr 12, 2023
ADDRESS: West of N. 32nd Street along the East
side of the SR51.
SELLER: Flood Control District of Maricopa County APN: 165-12-014B, 165-12-017B, 165-12-
016B
ADDRESS: 2801 W. Durango Street REN: 12242

Phoenix, AZ 85009
PROJECT: Drought Pipeline Project |

SELLER’S N/A

AGENT: WBS NO.: WS85500442
ADDRESS:
THIS IS A [] PARTIAL KI TOTAL
PHONE: 602-506-4648 ACQUISITION OF SELLER’S PROPERTY
FAX:
E-MAIL: mona.hernandez@maricopa.gov ACQUISITION TYPE(S): CX] FEE (] EASEMENT
] TEMPORARY CONSTRUCTION EASEMENT
BUYER: CITY OF PHOENIX, a municipal corporation L] OTHER:
ADDRESS: Attention: Jami R. Schmalz
Deputy Finance Director ORDINANCE NO.: S - 48179
251 West Washington Street, 8" Floor DATE: December 15, 2021
Phoenix, Arizona 85003
ESCROW AGENT: Security Title Agency, Inc. PHONE: 602-230-6297
ESCROW OFFICER: Jason Bryant FAX: 602-926-0452
ADDRESS: 2415 E. Camelback Road, E-MAIL: jbryant@securitytitle.com
Suite 200
Phoenix, AZ 85016

ESCROW NO.: 15210988-015-JB6-SW

SELLER agrees to sell to BUYER the property and property rights described in Exhibit A attached hereto and made a part hereof, to
include any improvements or appurtenances thereon described in Exhibit B (if applicable), water rights, and rights to any existing
easements, rights-of-way, or streets or alleys adjacent to the Property, if any (the “Property”) for the TOTAL PURCHASE PRICE of
$5,000.00, as itemized below, SUBJECT TO the terms and conditions of this Purchase Agreement and Escrow Instructions (the
“Agreement”).

Land — Fee Simple: $5,000.00
TOTAL PURCHASE PRICE: $5,000.00

TERMS AND CONDITIONS

1. Escrow; Escrow Opening Date. Security Title Agency, Inc. shall serve as escrow agent (the “Escrow Agent”). The “Escrow
Opening Date” shall be the date of delivery to Escrow Agent a fully-executed and conformed original(s) or counterpart
original(s) of this Agreement. The date of this Agreement, and the date to be inserted above, shall be the date of execution by Buyer.

2. Close of Escrow. The close of escrow shall occur on or before April 28, 2023 (“Closing”). If escrow does not close on or before
April 28, 2023, the Closing shall automatically extend and occur on or before June 30, 2023, unless cancelled by mutual written or

electronic consent of Buyer and Seller.
[is :
Initials j-

Initials Initials Initials

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Page 2

3. Closing Costs and Fees; Title Insurance. All escrow, title policy (i.e., the issuance of a standard owner’s policy of title insurance
benefiting Buyer), recording, and other lawful costs incidental to the Closing of this transaction shall be paid by Buyer.

4, Escrow Terms. The Total Purchase Price, conveying instrument(s) identified in Section 9, and leasing documents identified in
Section 10 and set forth in Exhibit C (if applicable), together with all lawful closing costs and fees, shall be deposited with Escrow
Agent on or before the Close of Escrow.

5. Cost-to-Cure Compensation; Compliance. Ifthe Total Purchase Price paid to Seller includes a cost-to-cure payment to remove and/or

relocate improvements located on the Property, Seller agrees to complete the removal and/or relocation of such improvements within
thirty (30) days of the Close of Escrow. The Seller assumes all responsibility for and liability with the removal/relocation of such
improvements. Upon expiration of the time period provided for removal/relocation, all improvements remaining on the Property,
whether partially or wholly, shall be deemed abandoned by Seller, and all rights of Seller to said improvements shall cease and terminate.
Further, Seller shall be liable for the reasonable costs incurred by Buyer to remove said improvements. License is hereby granted to
Buyer to enter upon Seller’s remaining abutting lands where necessary to accomplish the purpose of this provision.

) : e-the
t diti priort ti A asrees-t Seller
ndition-as-nearh-as-prat prierte-construct Hers proj yeragreestoreintbur Herfor
any-damaces iy hich arise from-any_acts-of Buyer_or Buyer 1 + ascents _that eccurdurine th: £ Buyer
any-damages. 4 Buyer_or Buy pley ents, RRS By
use-of- or presence-on-the TCE area-The TCE is-deseribed-and/or shown-in Exhibit D-attached herete-and made-apart hereof,

dul ther

dept taté . “ + Hert " jatien-havi
iy_autherized +epresentatty t6ers-OH ne preperty-o wher asseciaton nay purvrew-over

9. Conveyance of Title by Seller; Satisfaction of Liens, Encumbrances, and Leases; Review and Approval of Updated Preliminary Title
Report by Buyer. The Property, including all rights or privileges arising from the Property, shall be conveyed by Seller to Buyer by a
properly executed and acknowledged Special Warranty Deed, free and clear of all monetary liens and encumbrances, and leases of any
kind, as of the Close of Escrow. Further, the Closing is expressly conditioned upon Buyer’s review and approval of any and all matters
disclosed in Escrow Agent’s updated Preliminary Title Report of the Property.

11. Brokerage Commissions. Any brokerage commission, finder’s fee, or similar charge owed or payable to a brokerage agency or
agent as a result of the real estate transaction contemplated or consummated by this Agreement, shall be the sole responsibility of Seller.

Ds C
Initials g Initials Initials Initials

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Page 3

14. Environmental Warranties; Assessments. Seller warrants and represents that neither Seller nor anyone else under Seller’s control

has engaged in any activity on the Property that has resulted in hazardous waste or other contaminants being deposited on the Property
that would give rise to environmental cleanup liability. Seller acknowledges that Buyer, at Buyer’s expense, must secure [a] timely and
satisfactory environmental assessment(s) of the Property evidencing that the Property is free of contamination that would affect the
value of the Property prior to Buyer’s execution of this Agreement; such satisfactory environmental assessment(s) shall be a condition
precedent to Closing, and Seller agrees to extend the Closing as may be necessary to allow the needed environmental assessment(s).
Prior to the Close of Escrow Seller agrees to permit Buyer to enter the Property to complete any additional environmental assessment(s)
required by Buyer to effect this Agreement.

15. Interpretation. This Agreement shall be interpreted according to Arizona law.

16, Further Documentation. The parties agree in good faith to execute and deliver to the Escrow Agent such further or additional
instruments or documents as may be necessary or appropriate to effect this Agreement, including, without limitation, the termination of
any leases and tenancies encumbering the Property, cloud on title, or any right or interest in any streets or alleys Buyer may abandon
prior to the Close of Escrow; such additional instruments or documents to be accomplished without further compensation to Seller.

17. Waivers. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether similar, nor shall
any waiver be a continuing waiver. Except as expressly provided by this Agreement, no waiver shall be binding unless executed by the
party granting the waiver. Either party may waive any provision of this Agreement intended for its benefit; provided, however, such
waiver shall in no way excuse the other party from the performance of any other obligation under this Agreement.

18. Severability. If any provision of this Agreement is found invalid by a court of competent jurisdiction, the remaining provisions of
this Agreement will not be affected thereby, and shall be valid and enforceable to the extent permissible by law, provided the fundamental
purposes of this Agreement are not defeated by such severability.

19. Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes and contains the entire agreement between
the parties pertaining to the subject matter hereof. No representations, warranties, inducements, or oral agreements have been made by
either party except as expressly set forth herein . All prior agreements, written or oral are revoked and superseded by this Agreement.
No supplement, modification or amendment to this Agreement shall be binding unless in writing and executed by the parties. Any
attempt at oral modification of this Agreement shall be void and of no effect.

20. Survival; Remedies; Attorneys’ Fees. All provisions of this Agreement shall survive the Closing. In the event of a breach of any
provision of this Agreement the non-breaching party shall have all rights and remedies available at law or in equity, including, without
limitation, the prevailing party’s recovery of reasonable attorneys’ fees, court costs and other related expenses.

revisi f section 29-of this Aor + Bp d-Seller i rant-and repr + that th

he provision this-Aer tBuyera w p
2 ” +4. thic A cosy +. did. Hf: dinacts tc. dent-t 7 J therizedto-d. dthatall ist
ipersonsexecuting this vereement-and alt documents-and instruments incident > thatalLrequ

doh. ty, Iota trod syd +, tion.

approvalsha teined prion ution.

Initials js G [we

Initials Initials Initials

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Page 4

23. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns.

24, Notices. All notices and demands to be given hereunder shall be in writing and shall be given by personal delivery or by deposit in
the United States mail, registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight
courier service (e.g., Federal Express, United Parcel Service), addressed as shown above, or to such other address as the parties may
designate in writing. Notices shall be deemed effective seventy-two (72) hours after being deposited in the United States mail or with
an overnight courier service, or upon delivery if personally delivered.

25. Agency. Representatives of Tierra Right of Way Services do not represent Owner and are instead acting as agents exclusively for
the City of Phoenix. No agency or fiduciary relationship exists between Tierra Right of Way Services and Owner.

27. Buyer’s Agent. Persons acting on behalf of the buyer Tierra Right of Way Services do not represent Seller and are instead acting
as agents exclusively for the City of Phoenix. No agency or fiduciary relationship exists between Buyer’s Agent and Seller.

29. Warranties and Representations. Seller warrants and represents, with the understanding Buyer is relying on such warranties and

representations, that a) title to the Property shall be conveyed to Buyer free and clear of all liens, encumbrances, and defects, except for
those shown on the Preliminary Title Report that are acceptable to Buyer, including, without limitation, any pending or threatened
claims, actions, lawsuits, or other proceedings, and all matters disclosed by a physical inspection of the Property; b) no work has been
performed or is in progress on the Property that would give rise to mechanic, materialman, or other liens against the Property; and c)
Seller owns the Property in fee simple absolute and is not prohibited in any way from consummating this Agreement. Seller’s warranties
and representations shall survive for one (1) year after the Close of Escrow. Notwithstanding the foregoing, nothing in this Agreement
shall be construed as a waiver of any claim or cause of action Buyer may have now or in the future against any prior owner or occupant
relating to the owner’s or occupant’s use of or activities on the Property.

30. Final Approval of Agreement by Buyer; Appropriation of Funds. This Agreement is expressly conditioned upon the final approval
of Buyer and the appropriation of funds to satisfy the Total Purchase Price and lawful closing costs and fees by the Phoenix City Council.

31. Rescission. In the event any condition precedent to the Closing has not occurred, been satisfied, fulfilled, or waived on or before
the Closing Date, the aggrieved party may, at its sole discretion, waive the lack of performance in writing to the non-performing party
and Escrow Agent, or direct the Escrow Agent to terminate the escrow and return all monies and documents to the party submitting
same.

33. Captions and Headings. The captions and section headings used in this Agreement are for convenience only, and are not intended
to define, limit, or describe the scope or intent of any provision of this Agreement.

Initials g Initials Initials Initials

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Page 5

YES NO [] ADDENDUM TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS IDENTIFYING
ADDITIONAL TERMS AND CONDITIONS ATTACHED HERETO AND MADE A PART HEREOF.

SELLER: Flood Control District of Maricopa County, a political subdivision of the State of Arizona

RECOMMENDED FOR APPROVAL:

‘DocuSigned by:

| Midval Fulton 4/26/2023

Michael A. Fulton Date
Director

REAL ESTATE DEPARTMENT APPROVAL:

‘DocuSigned by:
[ A5— 4/25/2023
F0612B0D565D4CC...
Alex Smith, Director Date
Maricopa County Real Estate Department

APPROVED AS TO FORM and within the powers and authority granted under the laws of the

State of Arizona.
‘DocuSigned by:

Wana Puck 4/25/2023
District General Counsel Date
APPROVED:

BOARD OF DIRECTORS OF FLOOD CONTROL DISTRICT OF MARICOPA
COUNTY

Bill Gates Date

Chairman of the Board

ATTEST:

Clerk of the Board Date

Initials js [us [we

Initials Initials Initials

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Page 6

BUYER:

CITY OF PHOENIX, a municipal corporation
JEFFREY J. BARTON, City Manager

fui Me Bhately
By: Jami R. Schmalz oH?
Its: Deputy Finance Director

Date APF 12, 2023

APPROVED AS TO FORM:
JULIE M. KRIEGH, City Attorney

we (Apr 13, 2023 09:02 PDT)

By: Deryck R. Lavelle
Its: Chief Counsel

Date Apr 13, 2023

ATTEST:

By: Denise Archibald
Its: City Clerk

Date API 16, 2023

Ds Ds

Initials g Initials Initials Initials

ADDENDUM TO
PURCHASE AGREEMENT AND

ESCROW INSTRUCTIONS
SELLER: Flood Control District of Maricopa County
BUYER: CITY OF PHOENIX, a municipal corporation
PROPERTY North of E. Northern Avenue and West of N. 32nd Street along the
ADDRESS/LOCATION: East side of the SR51.
REN: 12242
PROJECT: Drought Pipeline Project 1

Notwithstanding anything to the contrary in the printed-form Purchase Agreement and Escrow Instructions to which this is an
Addendum, collectively the “Agreement,” Seller and Buyer agree as follows:

lL.

Any and all drainage and flood protection improvements constructed within easement by Grantor requires prior approval by
Grantee’s Water Engineering Division, which may not be unreasonably withheld, and must maintain a minimum distance of
15° feet from Grantee’s waterline.

Paragraph 6, Temporary Construction Easement is not applicable, therefore intentionally omitted.

Paragraph 7, Taxes and Assessments; Prorations is not applicable, therefore intentionally omitted.

Paragraph 8, Property Owner Association Fees and Assessments; Compliance with A.R.S. 33-1806 is not applicable,
therefore intentionally omitted.

Paragraph 10, Termination of Existing Leases and Tenancies is not applicable, therefore intentionally omitted.

Paragraph 12, Condemnation is not applicable, therefore intentionally omitted.

Paragraph 13, Waiver of Damages by Seller is being revised to read as follows: Seller understands and agrees that the Total
Purchase Price represents full and complete compensation to Seller for the interest(s) being acquired by Buyer, and in
settlement for all injury and damage to Seller’s remaining abutting lands, if any.

Paragraph 21, Authority is not applicable, therefore intentionally omitted.

Paragraph 22, Execution in Counterparts is being revised to read as follows: This Agreement may be executed

simultaneously or in counterparts, each of which counterpart will be deemed an original, but all of which together will
constitute one and the same Agreement. Electronic signatures of this Agreement are valid.

. Paragraph 26, Temporary Occupancy of Property After Close of Escrow is being revised to read as follows: 26. Easement

As part of the consideration for this transaction, Grantor shall retain a flowage easement across the Property as described
in Exhibit A.

. Paragraph 28, Cancellation: Conflict of Interest is being revised to read as follows: This Agreement is subject to cancellation

pursuant to the provisions of Section 38-511, Arizona Revised Statutes.

. Paragraph 32, Possession is being revised to read as follows: Seller shall deliver possession and occupancy of the Property

to Buyer at the Close of Escrow.

Initials i, Initials Initials Initials

EXHIBIT “A”

When recorded, Interoffice Mail to:
Maricopa County

Real Estate Department

2801 W. Durango St.

Phoenix, AZ 85009 (MH)

EXEMPT ARS § 11-1134, A3
Cc-

SPECIAL WARRANTY DEED

Project: Dreamy Draw Dam
FCD Parcel Nos.: DDRAW-1,2 & 3
Assessor Parcel Nos.: 165-12-014B, 016B & 017B

The Flood Control District of Maricopa County, a political subdivision of the State of Arizona,
GRANTOR, for the sum of Five Thousand Dollars and no/100 ($5,000.00), and other valuable
consideration, receipt and sufficiency of which are hereby acknowledged, paid by the City of
Phoenix, a municipal corporation of the State of Anzona, GRANTEE, by this Deed does grant, sell,
and convey unto the said GRANTEE all that certain real property situated in the County of
Maricopa, State of Arizona, described as follows:

See Attached Exhibit “A” and Exhibit “B”

Attached hereto and incorporated herein

The GRANTOR hereby conveys unto GRANTEE all warranties of title for its acts and not the acts
of others. of any nature whatsoever. If this property is subsequently sold by the GRANTEE as
undeveloped property for a price exceeding the original sale price. the GRANTOR shall be paid the
difference between the original price and the subsequent sale price.

SUBJECT TO: Current taxes and other assessments, reservations 1n patents and all easements,
rights of way, encumbrances, liens, conditions. restrictions, obligations and liabilities as may appear

of record.

RESERVING HOWEVER TO GRANTOR, a perpetual and assignable right. power, privilege and
easement over all of the property described in Exhibit “A” and depicted in Exhibit “B” to, access.

inspect. operate, maintain and make improvements to allow the GRANTOR to provide protection

Page 1 of 7

‘DS ‘DS

Initials ¢ Initials Initials Initials

EXHIBIT “A”

from flooding, and to overflow, flood, and submerge on, over, and across said real property. Any and
all drainage and flood protection improvements constructed within easement by GRANTOR require
prior approval by GRANTEE, which shall be timely and may not be unreasonably withheld and
must maintain a minimum distance of 15° feet from GRANTEE’s waterline. No development by
GRANTEE within the real property granted herein shall occur without the prior approval by the
GRANTOR. GRANTOR will process any such request in accordance with GRANTOR’ S right-of-

way use permit approval process applicable at the time said request is made.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

Page 2 of 7

‘DS ‘DS

Initials g Initials Initials Initials

EXHIBIT “A”

GRANTOR: FLOOD CONTROL DISTRICT OF MARICOPA COUNTY

RECOMMENDED FOR APPROVAL:

REAL ESTATE DEPARTMENT APPROVAL:

Alex Smith, Director Date
Maricopa County Real Estate Department

APPROVED AS TO FORM and within the powers and authority granted under the laws of the
State of Anzona.

District General Counsel Date

Page 3 of 7

Ds c
Initials g Initials Initials Initials

EXHIBIT “A”

APPROVED:

BOARD OF DIRECTORS OF FLOOD CONTROL DISTRICT OF MARICOPA
COUNTY

GOPY-

ATTEST:
Clerk of the Board Date
STATE OF ARIZONA )

)ss
COUNTY OF MARICOPA )

Before me, , Notary Public in and for said County, State of

Arizona, on this day personally appeared Bill Gates. known to me to be the person whose name is
subscribed to the forgoing instrument as Chairman of the Board of the Political Subdivision in the

foregoing instrument.

Given under my hand and seal of the office this day of , 2023.

My Commission Expires

Notary Public (signature)

Page 4 of 7

Initials fs Initials [we

Initials Initials

EXHIBIT “A”

GRANTEE ACCEPTANCE AND APPROVAL:

CITY OF PHOENIX, a municipal corporation of the State of Arizona, and/or its successors
and assigns

OPY

STATE OF ARIZONA
-
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this day of Z

2023. by Jami R. Schmalz its Deputy Finance Director of City of Phoenix. a municipal
corporation of the State of Arizona, and/or its successors and assigns.

My Commission Expires

Notary Public (signature)

APPROVED AS TO FORM:
Julie M. Kriegh, City Attorney

By: Deryck R. Lavelle
Its: Chief Counsel

Date

ATTEST:

By: Denise Archibald
Its: City Clerk

Date
Page 5 of 7

Initials g Initials Initials

Initials

EXHIBIT “A”

Project No, 203,01,12
DREAMY DRAW DAM
APN 165-12-014B, 016B & 017B
Item No, DDRAW-1, 2 & 3

EXHIBIT “A”
LEGAL DESCRIPTION

A parcel of land situated in the Southwest Quarter of Section 26, Township 3 North, Range 3 East of
the Gila and Salt River Base and Meridian, Maricopa County, Arizona; said parcel also being
described in Maricopa County Recorder's (MCR) Book 1114, Page 8 and being more particularly
described as follows:

Commencing at the South Quarter corner of said Section 26, from which the Southwest corner of said
Section 26, bears North 88°48'41" West, a distance of 2922.19 feet;

thence along the South line of said Section 26, North 88°48'41" West, for a distance of 1459.91 feet to
the West 1/16" corner of Section 26 and Section 35, said corner also being the Point of Beginning;

thence continuing along said South line, North 88°48'41" West, for a distance of 330.00 feet;
thence departing said South line, North 31°44'53" East, for a distance of 394,57 feet;

thence South 89°14'46" East, for a distance of 89,96 feet;

thence North 00°13'45" West, for a distance of 141,41 feet;

thence North 89°31'02" East, for a distance of 139.80 feet;

thence South 00°21'24" Bast, for a distance of 314.42 fvet;

thence North 89°35'25" West, for a distance of 110,00 feet;

thence South 00°23'24" East, for a distance of 170.16 feet to the Point of Beginning.

The above described parcel contains 115,246 square feet or 2.6457 ucres, more or less, and is depicted
on attached Exhibit "B",

FLOOD CONTROL DISTRICT OF MARICOPA COUNTY

Prelim: 8/24/2022 [ Chk:JA_— Appr:
Rev:

__ Maricopa County Real Estate Department

Page 6 of 7

Initials j- G [we

Initials Initials

Initials

EXHIBIT “A”

DDRAW-1, 2 & 3 N
APN: 165-12-014B, 016B & 017B
DREAMY DRAW DAM
Exhibit "B"
N.T.S.
3h NO, | BEARING |LENGTH

Li_ | Neseasiar"w 330,00"

ap L2_|-N31°44'53"E | 304.57
L3_| S89°1446"E _|_80,96

R3Y Ue —TA_| Nooia4s"W] 14141"
a L5_| NS9°31"02"E | 139,80"

L6 | S024": | 414.42

L7 | N89°35'25"W{ 110,00"
L& | S00°2324"E | 170.16

we
E/B Ls
S|6
Paps “
3|* 4
L3 5
Y L7
Be POG
Li — _ 1459.91" {
NBB°48'41°W 2922.19" =
POB t3H
RIE

Total Area; 115,246 square foot or 2.6457 acres

MARICOPA COUNTY

DREAMY DRAW DAM a

PROJECT No.203.01.12|ITEM No. DDRAW 1-3[DATE 08/24/2022 | MARICOPA COUNTY | RWAGENT MH.

Page 7 of 7

Ds ‘Ds

Initials g Initials Initials Initials

EXHIBIT “B”
Improvements

N/A — Vacant Land, No Improvements

Ds ‘DS

Initials g Initials Initials Initials

EXHIBIT “C”

N/A — Vacant Land

DS ‘DS

js G [We
Initials Initials Initials

Initials