A. DD10890 - PURCHASE AGREEMENT.PDF

Maticopa County Department of Transportation
Dedication Purchase Agreement and Escrow Instructions
Title Company Premier Title Agency Date June 22, 2021
Address 2910 E. Camelback Rd., Suite 100 Phone 602-224-0400
City, State, Zip Phoenix, AZ 85016 Fax 602-794-6522
Escrow Officer Rich Newton Email rnewton@ptanow.com
Escrow No. A-129264-2
Grantor: Empire Residential Communities Fund IV, LLC, a Delaware limited liability company Phone: 602-679-4438
Contact: Shelby Duplessis Cell:
shelby@builtbyempire.co
Mailing Address: | 6617 N Scottsdale Rd, Suite 101 Email: m
City, State, Zip Scottsdale, AZ 85250 Fax:
Grantee: Maricopa County, a political subdivision of the State of Arizona
Mailing Address: | Maricopa County Real Estate Department, 2801 W. Durango Street, Phoenix, Arizona 85009
MARICOPA COUNTY shall pay directly to the Grantor, or deposit | Sub- Charges and Disbursements to be paid from Grantor's funds as follows
with the Title Company if escrowed, the purchase price plus all lawful | Object | (check all that apply):
costs incidental to closing as follows: Code
| |
Escrow Fees [] Total Acquisition of Grantor's Property: Full release of all
Title Policy Fees monetary liens and encumbrances, and leases of any kind.
Pay in full all due and delinquent real property taxes and
general and special improvement assessments. Prorate the
Total Escrow & Title Fees 0.00 current year's real property taxes on closings that occur on or
After the 3rd Monday of August each year. Escrow Agent
Recording Fees: shall withhold the prorated amounts from each party and pay
Deed the lien of the current year's taxes in full.
Easement
Mortgage Release XX] Partial Acquisition of Grantor's Property: Partial release of all
Release of Lease monetary liens and encumbrances, and leases of any kind.
At the discretion of Maricopa County, pay due and delinquent
Total Recording Fees property taxes and general and special improvement
assessments, including full payment of taxes and
Other Charges: assessments on individual assessor parcels within the
Release Fees Maricopa County's partial acquisition, and any Certificate(s)
S.R.V.W.U.A. of Purchase. The current year's taxes shall not be prorated
Taxes - Prorated regardless of the closing date.
|
[_] Easement(s): Consent to easement(s) by secured party (ies).
Total Other Charges
[J] Other Disbursements: |
Sub Total 0.00
Land * $10.00 11 Possession date: Upon Signature
Close of escrow:
Date of recording:
Special Conditions Right of Way Contract Yes Kl | NoL]
Exhibit B
Total Closing Costs*** 0.00 Entry Agreement Yes L] | Nok
Total Purchase Price $10.00 Addendum attached hereto and made a Yes] | NoX
TOTAL WARRANT*#* $10.00 part hereof
*Escrow and title policy fees based on this amount only.
**Sum of Total
5	1	70	1	2	4	411	2794	144	25	96.246124	Purchase
5	1	70	1	2	5	566	2793	97	26	96.246124	Price only.
*** All Closing Costs to be paid by Seller.
Project: SE Corner of 107 Ave and Southern Ave PCN: | TT0008
Assessor Parcel Nos.: 101-46-001D, 101-46-002A,101-46-002B,101-46-002C, 101-46-003D Item No | DD-10890
Right of Way Agent: Kevin Spicer Telephone # | (602)506-4893
This Agreement is subject to cancelation pursuant to A.R.S. § 38-511.

The GRANTOR, having executed a conveyance of certain real property rights to the GRANTEE as described in the Exhibit(s) attached hereto and
made a part hereof, and having delivered same to the above ‘Title Company as Hscrow Agent, said agent is directed to deliver said conveyance to
MARICOPA COUNTY, title to said property to be transferred upon execution of the conveyance by the MARICOPA COUNTY BOARD OF
SUPERVISORS.
The [Escrow Agent shall first apply the purchase price on deposit to satisfy such taxes, Deed of ‘Trusts, leaschold interests, special assessments, and other
encumbrances as may be authorized for payment, and the balance thereof shall be paid in accordance with the terms herein.
Instructions to Escrow Agent: Deposit all escrowed funds in escrow account and disburse same by check; pay encumbrances in accordance with this
agreement; prorate all agreed items; record such escrowed instruments as are necessary or proper in the issuance of title insurance; and pay the balance of
the escrowed funds to the party or parties entitled thereto. It is further understood and agreed that the ‘litle Company shall not be responsible for
any
liens or encumbrances not of record at the closing of escrow.
‘The Right of Way Agent or MARICOPA COUNTY - Real Estate Division will be furnished a copy of the Grantor’s closing statement with the following
certification signed by an authorized officer: “This is to certify this is a true and correct statement of disbursement of funds collected from MARICOPA
COUNTY.”
‘The Usceow Agent is to request the Grantor acknowledge receipt of the amount shown on the closing statement as duc Grantor. Hither a copy of this
request or a copy of a signed receipt is to be retained in the escrow file.
‘The property owner will pay the costs of the owner’s title insurance policy; fees associated with lender releases or loan pay-offs, including endorsements,
document preparation, and other expenses related thereto; escrow fees and other charges by escrow companies incidental to the closing of escrow. In the
alternative, Maricopa County may, at its option, waive escrow and/or title insurance. Upon such waiver, the references to ‘Title Company, Escrow Agent
and title insurance herein are not applicable.
‘The property owner/applicant is responsible for all title and escrow cancellation fees if the closing/recording process is not completed.
Tf this transaction is not handled through a title company, the conveyance will be delivered directly to MARICOPA COUNTY and payment will be made
direct from the Grantee to the Grantor after approval and acceptance by the MARICOPA COUNTY BOARD OF SUPERVISORS and the final filing
and recording of the documents.
Tt tis understood and agreed the consideration expressed herein is accepted by the Grantor as full and complete compensation for the interest being acquired. If the
acquisition is a partial acquisition from a larger parcel, the consideration expressed herein is likewise; full and complete compensation for all injury or damage to the Grantor’s
remaining lands by reason of their severance from the part being acquired and the construction of the improvements in the manner proposed by MARICOPA COUNTY.
If MARICOPA COUNTY is acquiring only a portion of Grantor’s property, then Grantor grants to MARICOPA COUNTY, its agents, employees and contractors, the right
to enter Grantor’s remaining property as necessary for utility reconnection, driveway reconnection and to facilitate construction on adjacent County owned right of way, if
required. MARICOPA COUNTY shall be responsible to the extent that damage occurs out of MARICOPA COUNTY's occupation of the Grantor's property caused by
MARICOPA COUNTY 's negligence, or by the negligent acts or conduct of its agents, employees, or contractors during the term of MARICOPA COUNTY's temporary
occupancy of the property. All claims shall be submitted in accordance with the requirements of ARS 12-821. It is further understood and agreed that this temporary right
will expire and terminate thirty (30) days after completion of the above referenced project.
GRANTOR: Empire Residential Communities
LLC, a Detyvare limited liability RECOMMENDED FOR APPROVAL: ACCEPTED AND APPROVED:
conan
cor any) 1) aw A
Z MARICOPA COUNTY DEPARTMENT MARICOPA COUNTY BOARD OF
A
/
Its: At 14-67 JhELA[ OF TRANSPORTATION SUPERVISORS
By: SIGNED [NH COUNTERPART
Its:
Real Property Manager pa Chairman of the Board
ATTEST:
Date
Approved as to form within the
and authority of the Board of
powers Cledkof the Board of Supexyisoxs
Supervisors
Accepted Date
SUGNER-H-COUNTERPART ee ee
ESCROW e
OFFICER
*
DePity Couiity Attorney =Date~ Date
KGR Revised 4/11/2018

DocuSign Envelope ID: 3602303B-9C94-45CA-B85A-C4B76989E9C3
‘the GRANTOR, having cxecuted a conveyance of certain real property rights to the GRANTEE as described in the Bxhyfbit(s) attached hereto and
made a pact hereof, and having delivered same to the above ‘Tithe Company as Uscrow Agent, said agent is directed to deliver said conveyance to
MARICOP.\ COUNTY, title to said property to be teansferred upon execution of the conveyance by the MARICOPA COUNTY BOARD OF
SUPERVISORS.
‘The Mscrow Agent shall first apply the purchase price on deposit to satisfy such taxes, Deed of ‘Trusts, leaschold interests, special assessments, and other
encumbrances as may be authorized for payment, and the balance thereof shall be paid in accordance with the terms herciu.
Instructions to isccow Agent: Deposit all escrowed funds in escrow account and disburse same by check; pay encumbrances in accordance with this
agreement; prorate all agreed items; record such escrowed instruments as are necessary or proper in the issuance of title insurance; and pay the balance of
the escrowed funds to the party or parties entitled thereto. Ir is further understood and agreed that the ‘litle Company shall not be responsible for any
liens or encumbrances oot of record at the closing of escrow.
‘The Right of Way Agent or MARICOPA COUNTY - Real Listate Division will be furnished a copy of the Grantor’s closing statement with the following
certification signed by an authorized officer: “Whis is to certify this is a truc and correct statement of disbursement of funds collected from MARICOPA
COUNTY.”
‘The Escrow Agent is to cequest the Grantor acknowledge receipt of the amount shown on the closing statement as duc Grantor. [dither a copy of this
request or a copy of a signed receipt is to be retained in the escrow file.
‘The property owner will pay the costs of the owncr’s title insurance policy; fees associated with lender releases of loan pay-offs, including endorsements,
document preparation, and other expenses related thereto; escrow fees and other charges by escrow companies incidental to the closing of escrow. In the
alternative, Maricopa County may, at its option, waive escrow and/or title insurance. Upon such waiver, the references to Title Company, Hscrow Agent
and title insurance herein are not applicable.
‘he property owner/applicant is cesponsible for all title and esccow cancellation fees if the closing/ recording process is not completed.
If this transaction is not handled through a title company, the conveyance will be delivered directly to MARICOPA COUNTY and payment will be made
direct from the Grantee to the Grantor after approval and acceptance by the MARICOPA COUNTY BOARD OF SUPERVISORS and the final filing
and recording of the documents.
lt is understood and agreed the consideration expressed heccin is accepted by the Grantor as full and complete compensation for the interest being acquired. If the
acquisition is a partial acquisition from a larger parcel, the consideration expressed herein is likewise; full and complete compensation for all injury or damage to the Grantor’s
remaining lands by reason of their severance from the part being acquired and the consteuction of the improvements in the manner proposed by MARICOPA COUNTY.
JE MARICOPA COUN'TY is acquiring only a portion of Grantor’s property, then Grantor grants to MARICOPA COUNTY, its agents, employees and contractors, the right
to enter Grantor's cemaining property as accessary for utility reconnection, driveway reconnection and to facilitate construction on adjacent County owned right of way, if
required. MARICOPA COUNTY shall be responsible to the extent that damage occurs out of MARICOPA COUNTY's occupation of the Grantor's property caused by
MARICOPA COUNT'Y's negligence, or by the negligent acts or conduct of its agents, employees, or contractors during the term of MARICOPA COUNTY'S temporary
occupancy of the property. All claims shall be submitted in accordance with the requirements of ARS 12-821. Iris further understood and agreed that this temporary right
will expire and terminate thirty (30) days after completion of the above referenced project.
GRANTOR: Empire Residential Communities
Fund A’, LLC, a limited liability RECOMMENDED FOR APPROVAL: ACCEPTED AND APPROVED:
apes
congpany’) . 77) - ff
OA
MARICOPA COUNTY DEPARTMENT MARICOPA COUNTY BOARD OF
Ye VA
ime TOUTLD
J1e LA OF FRANSPORTA LION SUPERVISORS
DocuSigned by: 2
S$ t
‘ Kimberl, Romero
Ite: \= REFSASREE2B 8418
Real Property Manager Chairman of the Board
7/6/2021
ATTEST:
Approved as to form within the
and authority of the Board of
powers Clerk of the Board of Supervisors___
Supervisors
Accepted Date ___ 7 DocuSigned by:
ESC Gel YoDtde
CROW 774372024
OFFICER
9B0782D9F 1CF48E...
Deputy County Attorney — Date Date
KGR Revised 4/11/2018

EXHIBIT A
April 22, 2021
LEGAL DESCRIPTION FOR
SOUTHERN & 107TH AVENUE
MARICOPA COUNTY ROADWAY DEDICATION
Those portions of the Northwest Quarter of Section 32, Township 1 North, Range | East of the
Gila and Salt River Meridian, Maricopa County, Arizona, more particularly described as follows:
Parcel No. 1:
Commencing at the Brass Cap in hand hole marking the Northwest Corner of said Section 32,
from which the Brass Cap in hand hole marking the North Quarter Corner of said Section 32
bears North 88°45'52" East, a distance of 2,573.88 feet;
Thence South 00°46'55" East, along the West line of the Northwest Quarter of said Section 32, a
distance of 660.02 feet to a point on a line which is parallel with and 660.00 feet Southerly, as
measured at right angles, from the North line of the Northwest Quarter of said Section 32;
Thence North 88°45'52" East, along said parallel line, a distance of 33.00 feet to the True Point
of Beginning;
Thence continuing North 88°45'52" East, along said parallel line, a distance of 7.00 feet to a point
on a line which is parallel with and 40.00 feet Easterly, as measured at right angles, from the
West line of the Northwest Quarter of said Section 32;
Thence South 00°46'55" East, along last said parallel line, a distance of 1,029.11 feet;
Thence South 88°46°02" West, departing said parallel line, a distance of 7.00 feet to a point on a
line which is parallel with and 33.00 feet Easterly, as measured at right angles, from the West
line of the Northwest Quarter of said Section 32;
Thence North 00°46'55" West, along said parallel line, a distance of 1,029.11 feet to the True
Point of Beginning.
Parcel No. 1 containing 7,203 Square Feet or 0.165 Acres, more or less.
Parcel No. 2:
Commencing at the Brass Cap in hand hole marking the Northwest Corner of said Section 32,
from which the Brass Cap in hand hole marking the North Quarter Corner of said Section 32
beat's North 88°45'52" East, a distance of 2,573.88 feet;
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CVL
4550 N 12th Street | Phoenix AZ 85014 | 602.264.6831 | (F) 602.264.0928
CONSULTANTS

Legal Description for
Southern & 107" Avenue
Maricopa County Roadway Dedication
April 22, 2021
Thence North 88°45'52" East, along the North line of the Northwest Quarter of said Section 32,
distance of 70.00 feet to a point on a line which is parallel with and 70.00 feet Easterly, as
a
measured at right angles, from the West line of the Northwest Quarter of said Section 32;
South 00°46'55" East, along last said parallel line, a distance of 33,00 feet to a point ona
Thence
line which is parallel with and 33.00 feet Southerly, as measured at right angles, from the North
line of the Northwest Quarter of said Section 32, being the True Point of Beginning;
North 88°45'52" East, along last said parallel line, a distance of 1,216.97 feet to a point
Thence
the East line of the West Half of the Northwest Quarter of said Section 32,
on
South 00°49'59" East, along said East line, a distance of 32.00 feet to a point on a line
Thence
with and 65,00 feet Southerly, as measured at right angles, from the North line
which is parallel
of the Northwest Quarter of said Section 32;
South 88°45'52" West, along said parallel line, a distance of 1,217.00 feet to a point on a
Thence
is with and 70.00 feet Easterly, as measured at right angles, from the West
line which parallel
line of the Northwest Quarter of said Section 32;
00°46'55" along last said parallel line, a distance of 32.00 feet to the True
Thence North West,
Point of Beginning.
Parcel No. 2 containing 38,943 Square Feet or 0.894 Acres, more or less.
‘Parcel No. 3:
the Brass Cap in hand hole marking the North Quarter Corner of said Section
Commencing at
in hand hole marking the Northwest Corner of said Section 32
32, from which the Brass Cap
bears South 88°45'52" West, a distance of 2,573.88 feet;
the East line of the Northwest Quarter of said Section 32, a
Thence South 00°51'59" East, along
of 33.00 feet to a point on a line which is parallel with and 33.00 feet Southerly, as
distance
from the North line of the Northwest Quarter of said Section 32;
measured at right angles,
along said parallel line, a distance of 25.00 feet to a point on a
Thence South 88°45'52" West,
with and 25,00 feet Westerly, as measured at right angles, from the East
line which is parallel
line of the Northwest Quarter of said Section 32, being the True Point of Beginning;
00°51'S9" East, along last said parallel line, a distance of 32.00 feet to a point ona
Thence South
with and 65.00 feet Southerly, as measured at right angles, from the North
line which is parallel
line of the Northwest Quarter of said Section 32;
Page 2 of 3
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CVL
4550 N 12th Street | Phoenix AZ 85044 | 602.264.6831 | (F) 602.264.0928 CONSULTANTS

Legal Description for
Southern & 107" Avenue
Maricopa County Roadway Dedication
April 22, 2021
Thence South 88°45'52" West, along last said parallel line, a distance of 92.62 feet;
Thence North 05°01'01" East, a distance of 32.19 feet to a point on a line which is parallel with
and 33.00 feet Southerly, as measured at right angles, from the North line of the Northwest
Quarter of said Section 32;
Thence North 88°45'52" East, along last said parallel line, a distance of 89.32 feet to the True
Point of Beginning.
Parcel No. 3 containing 2,911 Square Feet or 0.067 Acres, more or less,
The total containing 49,057 Square Feet or 1.126 Acres, more or less.
RICHARD G. \
ALCOCER %
v.
Page 3 of 3
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CVL
4550 N 12th Street | Phoenix AZ 85014 | 602.264.6834 | (F) 602.264.0928 CONSULTANTS

POINT OF COMMENCEMENT #1 & #2 POINT OF COMMENCEMENT #3
NORTHWEST CORNER, SECTION 32 NORTH 1/4 CORNER, SECTION 32
TOWNSHIP 1 NORTH, RANGE 1 EAST TOWNSHIP 1 NORTH, RANGE 1 EAST
SOUTHERN AVENUE
17
TRUE POINT OF BEGINNING N88°45°52"E 2573.88"
—
+ rls 2503.88 4a L12
; L13
Lu L10 L14
al. L11 PARCEL NO. 3
Tel EN PARCEL NO. 2 © 32 65' + 33' TRUE POINT OF
rfl
BEGINNING
S18
>)
LINE TABLE
Wy
|
> No.| BEARING | LENGTH
|
= L2 | N88°45’52"E | 7.00’
r
TRUE POINT OF BEGINNING [ L3 | $00°46'55"E | 1029.11’
<
L2
L4 | $88°46’02"W | 7.00’
EK
on PARCEL NO. 14 .
L5 | NOO’46’55"W | 1029.11
=|
,,
LINE TABLE L6 | N88°45’52”E | 70.00’
aa 40! NO. | BEARING | LENGTH L7 | NOO"46°55"W | 33.00)
—_ 33)
L& N88°45'52”E 121 6.97’
L4 N88°45'52”E 33.00’
LQ | s00°49°59"E | 32.00’
ore L10 | S88°45’52"W | 1217.00’
L11 | NOO°46’55"W | 32.00’
L12 | $00°51'59"E | 33.00'
Rive 6.
ALCOCER N L13 | S88°45’52”"W j , | 25.00 j
L14 | $00°51’59"E | 32.00’
L15 | S88°45’52"W | 92.62’
L16 | NOSOVOTE | 32.19
L4 WEST 1/4 CORNER, SECTION 32
TOWNSHIP 1 NORTH, RANGE 1 EAST LI7 N884552E amie 89.52 ;
~~ | |
(CALCULATED POSITION)
SCALE 1" = 250!
EXHIBIT SOUTHERN & 107TH AVENUE | | CVL
4550 North 12th Street i
CONSULTANTS
Phoenix, Arizona 85014 MARICOPA COUNTY CELEBRATING 6Q) YEARS
Phone 602-264-6831
http:/Awww.cvici.com ROADWAY DEDICATION 1 oF 1
N:\01\0350601\CADD\Exhibits\VX.MC.DEDICATION.dwg TomD April 22, 2024

N:\01\0350601\Admin\Legal Descript ions\G-LG-MC-DED1-CLOSURE. txt
SOUTHERN SKY
MARICOPA COUNTY DEDICATION
PARCEL 1 CLOSURE
The date and time is
4/22/2021 9:17 AM
* FILEPATH / NAME:
N:\01\0350601\CADD\COGO\CB . LEGALS . dwg
$00°46'54.5262" # 660.02068
N88°45'52.4694" E 33 .00103
BOUNDARY
N88°45'52,4694" E 7.00022
$00°46'54.5262" & 1029.11115
$88°46'02.1477" W 7.00022
N00°46'54.5262" W 1029.11082
to
Area = 7203.78 0.165 AC
Closing course: 163°15'50.3159" 0.000010
Misclosure: 1/1,000,000+
North Error: 0.000009
East Error: 0.000003
N: \01\0350601\CADD\COGO\CB . LEGALS . dwg
RICHARD G,
@ ALCOCER
%,
4
Song
d

N:\01\0350601\Admin\Legal Descriptions \G~-LG-MC-DED2-CLOSURE. txt
SOUTHERN SKY
MARICOPA COUNTY DEDICATION
PARCEL NO. 2 CLOSURE
The date and time is
2/18/2021 9:07 AM
* FILEPATH / NAME:
N:\01\0350601\CADD\COGO\CB . LEGALS . dwg
N88°45'52.4694" E 70.00219
$00°46'54,.5262" E 33.00103
BOUNDARY
N88°45'52.4694" EF 1216.96705
$00°49'58,.7204" E 32.00079
S88°45'52.4694" W 1216 .99563
N00°46'54.5262" W 32.00100
to
Area = 38943.40 0.894 AC
Closing course: 83°01'39.6215" 0.000033
Misclosure: 1/1,000,000+
North Error: 0.000004
Bast Error: 0.000033
N:\01\0350601\CADD\COGO\CB . LEGALS . dwg

N: \01\0350601\Admin\ Legal Descriptions \G-LG-MC-DED3-CLOSURE. txt
SOUTHERN SKY
MARICOPA COUNTY DEDICATION
PARCEL 3 CLOSURE
The date and time is
2/17/2021 10:43 AM
* FILEPATH / NAME:
N: \01\0350601\CADD\COGO\CB . LEGALS . dwg
$00°51'58.7041" BH 33,00068
$88°45'52.4694" W 25.00052
BOUNDARY
$00°S51'58.7041" EB 32.00066
S88°45'52.4694" W 92.62376
N05°01'01.0000" B 32.19148
N88°45'52.4694" E 89.32401
to
Area = 2911.16 0.067 AC
Closing course: 273°31'30.9665" 0.000048
Misclosure: 1/1,000,000+
North Error: 0.000003
East Error: 0.000048
N:\01\0350601\CADD\COGO\ CB. LEGALS . dwg

Exhibit “B”
RIGHT OF WAY AGREEMENT
Parcel No.: 101-46-001D, 101-46-002A,
101-46-002B, 101-46-002C, 101-46-003D
Project No.: TTO008-SEC 107" and Southern
Item No.: DD-10890 (KLS)
WHEREAS in consideration hereinafter set forth, it is agreed, that this instrument contains the entire
between the Grantor and Maricopa County. No further consideration is being paid than described in
agreement
this contract.
THE COUNTY OF MARICOPA AGREES:
A. To use the real property described in Exhibit A for the general welfare and benefit of the public.
B. To the Grantor the sum TEN and no/100 dollars ($10.00) as payment in full for the property described
pay
herein.
C. That, if in the opinion of the Transportation Director it becomes necessary, private structures will be
relocated in kind to the Grantor's property, clear of the property described herein, at no expense to the
County.
THE GRANTOR AGREES:
1. To a Warranty Deed for the real property described in Exhibit A to the County of Maricopa for the
grant
general welfare and benefit of the public.
2. To accept the sum of TEN and no/100 dollars ($10.00) as payment in full for the property described herein.
3. That acceptance of this property in no way obligates Maricopa County to construct or maintain a roadway
within the Right of Way granted by this document.
4. To be responsible for maintenance of the dedicated right of way until such time if and when a roadway is
built, to minimum county standards, and the roadway is open and declared into the Maricopa County
Transportation System.

CERTIFICATE OF LIMITED LIABILITY COMPANY AUTHORITY
EMPIRE RESIDENTIAL COMMUNITIES FUND IV, LLC
The undersigned, being the sole Manager of Empire Residential Communities Fund IV,
LLC, a Delaware limited liability company (the Company), hereby represents, certifies, warrants
and resolves as follows:
1. The Company was formed by the filing of the Certificate of Formation with the Delaware
Secretary of State on or about August 18, 2016 (the Articles), which have not been
amended, modified, rescinded or terminated in any respect and are in full force and effect
on the date hereof; and the execution of a Limited Liability Company Agreement dated on
or about September 1, 2016 (the “Operating Agreement”) which has not been amended,
modified, rescinded or terminated in any respect and is in full force and effect on the date
hereof. The Operating Agreement permits the Manager to sign all instruments and
documents concerning the management and operation of the Company without requiring
any additional authority from the members.
The only persons and/or entities who or which are Managers of the Company are those
persons and/or entities signing below and no other individuals or entities have any
management rights or ownership interest in the assets or profits of the Company as of the
date hereof.
The undersigned, after having fully reviewed all relevant instruments and documents,
hereby authorizes the Company to execute and deliver all instruments and documents
required for the transfer and conveyance of the property attached hereto as Exhibit A to
Maricopa County for roadway purposes.
The undersigned, after having fully reviewed all relevant instruments and documents,
hereby authorizes the Company to execute and deliver the Right-of-Way Agreement
attached hereto as Exhibit B.
Any one of (i) Richard Felker, or (ii) Michael E. Woolf, or (iii) Cindy Thimmesch (each,
an “Authorized Agent”), are hereby authorized to execute and deliver any and all
instruments, documents, certificates, estoppels and statements referenced in Paragraphs 3.
and 4. above, all in such form as Authorized Agent deems proper, necessary or advisable,
and the signature of any such Authorized Agent shall be binding upon the Company for all
purposes, and anyone dealing with the Company shall be entitled to rely thereon without
further inquiry.
All agreements entered into and actions taken by any such Authorized Agent for and on
behalf of the Company are hereby ratified, confirmed and approved in all respects.
[Signature page follows].

Date: June 18 2021
MANAGER:
ERC MANAGEMENT, LLC,
An Arizona lim#téd liability limited partnership
CHARDFELKE
Authorized Agent

EXHIBIT A
LEGAL DESCRIPTION

Exhibit “A”
Legal Description
Parcel Nol:
The East half of the Northwest quarter of Section 32, Township 1 North, Range 1 East of the Gila and Salt River Base
and Meridian, Maricopa County;
Except the North 351 feet of the West 1140 feet thereof; and
Except thase portions conveyed ta the City of Phoenix by Warranty Deeds recorded in Document No, 97-482194;
Documant No. 97-482196 and in Document No, 97-482198 and that portion acquired by Final Order of
Condemnation recorded in Document No. 2007-1309293.
Parcel No 2:
The West half of the Northwest quarter of Section 32, Township 1 North, Range 1 East of the Gila and Salt River Base
and Meridian, Maricopa County;
Except that partion of the Southwest quarter of the Northwest quarter of Section 32, Township 1 North, Range 1
East of the Gila and Salt River Base and Meridian, and conveyed in Document No. 1986-649097 and more
particularly described as follows:
That portion lying South of a line beginning at a paint on the West section line of said Sectian 32, 388.55 feet
Southerly of the Northwest corner of the Southwest quarter of the Northwest quarter and bearing South 88 degrees
39 minutes 03 seconds East, a distance of 1255.14 feet and intersecting the East boundary of said Southwest quarter
of the Northwest quarter at a point 371.00 feet Southerly of the Northeast corner of said Southwest quarter of the
Northwest quarter; and
Except that portion of the Southwest quarter of the Northwest quarter af Section 32 Tawnship 1 North, Range 1 East
of the Gila and Salt River Base and Meridian, and conveyed in Document No. 2005-134828 and more particularly
described as fallows:
Commencing at the Nertheast corner of said Southwest Quarter;
Thence Southerly along the East line of said Southwest Quarter a distance of 371 feet to Line A, described herein
below, and the Point of Beginning;
Thence North 88 degrees 39 minutes 03 seconds West along said Line A a distance of 667 feet;
Thence Northeasterly to a point in said East line which bears Northerly a distance of 310 feet from the Paint of
Beginning;
Thence Southerly along said East line a distance of 310 feet to the Point of Beginning Line A;

Line A described as follows:
Beginning at a paint in the West line of said Section 32 which bears Southerly from the Northwest corner of the
Southwest quarter of the Northwest quarter a distance of 388.55 feet;
Thence South 88 degrees 39 minutes 03 seconds East a distance of 1255.14 feet to a point in the East line of the
Southwest quarter of said Northwest quarter which bears Southerly from the Northeast corner of the Southwest
quarter of said Northwest quarter a distance of 371 feet, said point being the terminus of said Line A; and
Except the following Parcels A and B:
PARCEL A:
That part of the Northwest Quarter of Section 32, Township 1 North, Range 1 East of the Gila and Salt River
Meridian, Maricopa County, Arizona, more particularly described as fallows:
Commencing at the Brass Cap in hand hole marking the North Quarter Corner of said Section 32, from which the
Brass Cap in hand hole marking the Northwest Corner of said Section 32 bears South 88 degrees 45 minutes 52
seconds West, a distance of 2,573.88 feat;
Thence South 88 degrees 45 minutes 52 seconds West, alang the North line of the Northwest Quarter of said
Section 32, a distance of 146.91 feet;
Thence South 00 degrees 49 minutes 59 seconds East, departing said North line, a distance of 65.00 feet to a point
ana line which is parallel with and 65.00 feet Southerly, as measured at right angles, from the North line of the
Northwest Quarter of said Section 32, being the True Point of Beginning;
Thence North 88 degrees 45 minutes 52 seconds East, along said parallel line, a distance of 29.33 feet;
Thence South 05 degrees 01 minutes 01 seconds West, departing said parallel line, a distance of 287.71 feet to a
point on the Easterly line of Lot 2 of a Minor Land Division as recorded in Book 1082 of Maps, Page 15, Records of
Maricopa County, Arizona;
Thence North 00 degrees 49 minutes 59 seconds West, along said East line, a distance of 286.01 feet to the True
Point of Beginning.
PARCEL B:
That part of the Northwest Quarter of Section 32, Township 1 North, Range 1 East of the Gila and Salt River
Meridian, Maricopa County, Arizona, more particularly described as follows:
Commencing at the Brass Cap in hand hole marking the North Quarter Corner of said Section 32, from which the
Brass Cap in hand hole marking the Northwest Corner of said Section 32 bears South 88 degrees 45 minutes 52
seconds West, a distance of 2,573.88 feet;
Thence South 00 degrees 51 minutes 59 seconds East, along the East line of the Northwest Quarter of said Section
32, a distance of 65.00 feet to a point on a line which is parallel with and 65.00 feet Southerly, as measured at right

angles, from the North line of the Northwest Quarter of said Section 32, said point being the True Point of
Beginning;
Thence continuing South 00 degrees 51 minutes 59 seconds East, along said East line and along the Westerly line of
thase certain parcels of land described in Document No. 99-1013868, Records of Maricopa County, Arizona, a
distance of 850.75 feet to a point on the Northerly line of that certain parcel of land annexed by the City of Phoenix
as described in Document No, 2009-141685, Records of Maricopa County, Arizona;
Thence South 75 degrees 28 minutes 58 seconds West, along said Northerly line, a distance of 25.73 feet to a point
on the Easterly line of that certain parcel of land annexed by the City of Phoenix as described in Document No. 2020-
322369, Records of Maricopa County, Arizona, also being a line which is parallel with and 25.00 feet Westerly, as
measured at right angles, from the East line of the Northeast Quarter of said Section 32;
Thence North 00 degrees 51 minutes 59 seconds West, along said Easterly line and said parallel line, a distance of
856.66 feat ta a point ona line which is parallel with and 65.00 feet Southerly, as measured at right angles, from the
North line of the Northwest Quarter of said Section 32;
Thence North 88 degrees 45 minutes 52 seconds East, along last said parallel line, a distance of 25.00 feet to the
True Point of Beginning.

EXHIBIT B
SOUTHERN & 1077! AVENUE
Right-of-Way Agreement