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Maricopa County Department of Transportation Purchase Agreement and Escrow Instructions Title Company North American Title Insurance Company Date 3/21/17 Address 3200 East Camelback Road, Suite 200 Phone 602-294-2505 City Phoenix, Arizona 85018 Fax Escrow Officer Mark Osborn Escrow No. 29400-16-82796 Grantor: SW Industrial Center Phase 11, LLC, a Delaware limited liability company Phone: 480-872-3872 Address: 4000 East Sky Harbor Blvd. Phone: City Phoenix, Arizona 85034 Fax: Grantee: Maricopa County, a political subdivision of the State of Arizona Mailing Address: Real Estate Division, 2801 W. Durango Street, Phoenix, Arizona 85009 MARICOPA COUNTY shall pay directly to the Grantor, or Charges and Disbursements to be paid from Grantor's funds as deposit with the Title Company if escrowed, the purchase price follows (check all that apply): plus all lawful costs incidental to closing as follows: Escrow Fees Eli 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 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 II 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 Foos 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. [E] Easement(s): Consent to easement(s) by secured party (ies). Total Other Charges Other Disbursements: Sub Total Title Report Credit Land & Improvements* Possession date: Drainage Easement $69,046.00 Close of escrow: TCE Date of recording: Cost to Cure Special Conditions Right of Way Contract Yes LE No fl Exhibit "B" Total Closing Costs Entry Agreement Yes 111 No [ZI Total Purchase Price $69,046.00 Addendum attached hereto and made a Yes El No El TOTAL WARRANT** part hereof *Escrow and title policy fees based on this amount only. **Sum of "Total Closing Costs" and "Total Purchase Price" only. The GRANTOR, having executed a conveyance of certain real property rights to the Grantee in a certain conveyance dated March 21, 2017 described in Exhibit "A" attached hereto and made a part hereof, and having delivered same to the above Title Company as Escrow Agent, said agent is directed to deliver said conveyance to MARICOPA COUNTY, title to said property to be transferred upon the acceptance of delivery and possession by its BOARD OF SUPERVISORS. Project: TT0345 — MC85 95th Ave to 75th Ave PCN: TT0345 Assessor Parcel No.: 104-31-003 Item No D22578-2 Right of Way Agent: Jennifer Rodriguez Telephone # 602-506-4897 The Escrow Agent shall first apply the purchase price on deposit to satisfy such taxes, Deed of Trusts, leasehold 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. The Escrow Agent is to withhold $ 0.00 as a security deposit pending satisfactory delivery of the subject property to MARICOPA COUNTY by the Grantor. Grantor agrees MARICOPA COUNTY may apply the security deposit to payment of any unpaid rents due MARICOPA COUNTY from the Grantor, or to payment for any foss or damage sustained by MARICOPA COUNTY caused by the Grantor after the date of this agreement. MARICOPA COUNTY will make written authorization to the Escrow Agent for disbursement of the security deposit in accordance with this agreement, after acceptance of delivery and possession of the subject property. 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 Title 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 - Public Works 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 Escrow Agent is to request the Grantor acknowledge receipt of the amount shown on the closing statement as due Grantor. Either a copy of this request or a copy of a signed receipt is to be retained in the escrow fife. Maricopa County 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. 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. It is 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 cost to cure monies have been paid to remove or relocate improvements on the property conveyed, Grantor agrees to remove or relocate such improvements not later than 30 days from the date of payment. Grantor assumes all liability connected with said removal. It is further agreed that upon expiration of the time provided for removal, all improvements remaining partially or wholly upon the lands conveyed shall become the property of MARICOPA COUNTY and all rights of the Grantor to said improvements shall cease and terminate. Grantor shall be liable for the reasonable costs incurred in removing said improvements. License is hereby granted to MARICOPA COUNTY or its agents to enter upon the Grantor's remaining lands where necessary to accomplish the purpose of this agreement. 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. It is further agreed settlement is being made in lieu of condemnation, and therefore not admissible as evidence of value, nor for any other evidentiary purpose, in conjunction with any judicial or administrative proceeding. GRANTOR: RECOMMENDED FOR APPROVAL: ACCEPTED AND APPROVED: SW Industrial Center Phase II, LLC a Delaware limited litility company MARICOPA COUNTY DEPARTMENT MARICOPA COUNTY BOARD OF OF TRANSPORTATION SUPERVISORS BY: Real Property Branch Manager Chairman of the Board ITS ATTEST: Date Approved as to form within the powers and authority of the Board of Clerk of the Board of Supervisors Supervisors Accepted Date ESCROW OFFICER Deputy County Attorney Date Date GS/CS Revised 10/6/2009 EXHIBIT "B" RIGHT OF WAY AGREEMENT Parcel No.: 104-31-003 Project No.: TT0345 MC85 95th Ave to 75th Ave Item No.: D22578 [JR] WHEREAS in consideration hereinafter set forth, it is agreed that this instrument contains the entire agreement between the Grantor and Maricopa County. No further consideration is being paid than described in this agreement. 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 pay the Grantors the sum of Sixty Nine Thousand Forty Six Dollars and 00/100 Dollars ($69,046.00) as payment for the Drainage Easement. 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 Grantor except as may be herein otherwise agreed. D. That no costs relating to construction of roadway improvements on Project No. TT0345 MC85 (Buckeye Road) 95 th Avenue to 75th Avenue will be charged to the Grantor. THE GRANTORS AGREE: 1. To grant a Warranty Deed for the real property described in Exhibit "A" to the County of Maricopa for the general welfare and benefit of the public. 2. To accept the sum of Sixty Nine Thousand Forty Six Dollars and 00/100 Dollars ($69,046.00) as payment for the Drainage Easement. 3, That the County, or its agents, is hereby granted the right to enter upon the remaining property of the Grantor for the purpose of accomplishing "C" and "D" above. 4. That, upon the Grantor's signing of the Warranty Deed, the County and/or its agents shall have immediate use of the property described herein. GRANTORYA,--- DATE) I i f I f GRANTOR DATE EXHIBIT B Panel No. 104-31-003 Pcojoet No, TT345 MC45 at 8341) AVENUE and CENTER TURN LANE EXPANSION Item No.. D22578-2 EXHIBIT "A" LEGAL DESCR1XTION FOR A DRAINAGE EASEMENT Two Drainago Easements lying within a portion of "LOT 1" as shown in the Final Plat of "Southwest Industrial . Center" a portion of tlw Northeast quarter of Scotian 14, Township 1 North, Range 1 East, Oita and Sail River Meridian, Matieepa County, Arizona, and recorded at Book 1177, Page 38, °facial Records of Marleopa County Recorder. Said Basement being more partici:1101y described as felioVvs: Yarcel One: COMMYNCING at the Northeast corner of said Section 14, from which the East quarter corner bears, South 01-1'0236" West, a distance of 2534.12 feek thence along the North line of said Northeast quartet; Sottth 89036'02" West to the North quarter comer of said Section 14, a distance of 2631.43 feet; thence from said North quarter corner and along the North line of said Northeast quarter, North 8996'02" East, a distalice of 218.64 feet; thence leaving said North lino, South 00°28'58" East to a point on the North line of said 'LOT 1" a distance of 50.10 feet; thence South 00 011'44" East to a point on the Routh line of the North 28.00 feet of said "LOT I" a distance of 28,00 feet to the POINT OF EF,G1ININJWQ thence continuing South 00°11'44" Best a distance of 42,00 feet; thence South 89M8'16" West, a distance of 1.08,34 feet; thence South 45°06'04" West, a distance of 43,63 feet thence North 89°0244" West to a point on the East line of the West 48,00 feet of the Northeast quarter of said Section 14, a distance of 34.47 feet thence North 00Q57'16" East along the East lino of said West 48,00 feet, a distance of 43.02 feet; thence North 45°22'46" East to a point on the North line of said "LOT 12", a distance of 41.41 feet; thenco.Notth 89°48'16" East along the North line of said "LOT 1" a distance of 143.38 feet to the POINT OF 13EGINNINTO, ContaininK8,350 ware fester 0.1917 acres, more or less, Parcel Two CommE . NciNG at the North quarter earner of said Suction 14, thence from said North quarter corner and along the North line of said Northeast quarter, North 89 036`02? East, a distance of 821.08 feet; thence leaving said North line, South 00°2358" East to a point on the North line of said "LOT 1" distance of 52.84 feet; thence South 00'11'44" East -to a point on the South line of the North 2400 feet of said "LOT 1" a distance of 28.00 ftiotto the _POINT OF BEGINNMG; Page I of 2 Parcel No. 14.31..0O3 Project No. TT345 MC-85 at 8313.14 AVENTM and CENTER TURN LANE EXPANSION Item No, D22518-2- EXHIBIT "A" LEGAL DESCRIPTION 1?04 A DPIAXNAGE EASEMENT thence continuing South 0001144" East, a distal= of 42.66 feet; thence South B 9 *0 '1 6" We a distance of 195,91 feet; &mice Vcrth 00°11'44" We to a point on the South line of the North 28.00 feet of said "LOT 1" a distance of 42,66 feet; thence North 89c'401 6" last alongtbeKouth line of said South 28.00 feet, a distance of 195.91 feet to the POINT ()IF BEGINNING. Containing 8,358 sgnat'e feet or 0.1919 acres, more or less, The above- described parcel's combined contain 16,100 square feat oi 0.3836 acres, mom or less, and is subjeot to all easements of record. MAR1C0PA COUNTY OPARTMINT OFTRANSPORTATioN Prelim 3-22-2016 Chk 1 -1,40. ' H Appr: EkPIRES 12 / 31 /2017 Alladeopa County Public Works - Real Estate DMsi on GRANTOR r-Tha, A. DATE EX-6 'Tkfr' Page 2 02 D.E. D22573-2 Book 'Souttivvest "LOT Parcel S8.9 EXIST N4 #1 1177, of V" NEWR51/ R/W 1N,IE SEC COR tf2e Rference 481W 14 (104-31-003): Drainage Page 33 Final 800°57'16"W a,a5o Easerrient MC.R. Center' of Plat (104-31403)7 40' 79th Avenue 40' .square I Lit feat ir[ I or 8' N8902144'71( 34.47' Ck1917 wide acres Drairlege D22678-2 ives.sso-ovE Easement DE•iq N8046164E sa.v4eff.sw Ne2'48'16'`E 218.64' IVIC-85 Southweg 14a 11189°3602°E I Ceriter D22578-2 1:08.34' 38' Buckeye LIC indusirIal 263143' Road plc! Bureau Dept 20' SEC E4 of the of wide IN, SEC NE 1N,IE 14 OCR 2013-0722864 R.aciarnation Easemeat RAN 1E OCR 5CPIRES. Interior 2 f1 12017 ITEM No. D22578-2 ,19 < cs,,z D.E. D22578-2 nook "LOT Parcel #2. 1177, 'Southwest of 1' Drainage the Reference SEC N4 (104-h-003); Page26 Industdal Pena! N,1E 14 COR 8,358 Easement; M.aR_ Center' of Flat (104-31-003): 0.4 pid Bureau Dept 20' square of of Wide feet 2013-0722664 the or ReolarnaVon Inferior Easement D11acres N:36102T Nor& IVIC-85 Center Southwest rine 821,08' N89`36 104-31-00 I D22578-2 S89P48 Drainage D22578-2 N69*46'16"E 102E LLC Industrial 61 N89°48`16-E Buckeye Easement DE, parce1104.31-003 2631,43' 195.91` 42 195,91' Road EXIST SEC 84 R/W 1 SEC NE P.XPIRES 1418 14 COP E 14 COP I 12 31 12017 PROJECT NOT34,5 ITEM No D22578-2