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PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS C-78-25-006-X-01 This Agreement is entered into by and between MARICOPA COUNTY, a political subdivision of the State of Arizona (hereinafter Seller), and BOYD REAL ESTATE HOLDINGS, LLC, an Arizona limited liability company (hereinafter Buyer). Agreement means, when fully executed by Seller and Buyer, this Purchase Agreement and Escrow Instructions. WITNESSETH THAT Seller agrees to sell to Buyer and the Buyer agrees to purchase from Seller, the property described and depicted on Exhibits A and B (hereinafter Property). Seller will convey the Property to Buyer via a duly executed Special Warranty Deed, the form of which is attached hereto and made a part hereof as Exhibit C. Seller’s obligation to the sell the Property is conditioned on Seller obtaining approval from the Seller’s Board of Supervisors to proceed with the contemplated sale of the Property. 1. PURCHASE PRICE. The purchase price for the Property is THREE MILLION FOUR HUNDRED SIXTY DOLLARS and 00/100 Dollars ($3,460,000.00) and shall be paid by the Buyer to the Seller on or before the Close of Escrow, defined below. In addition, Buyer shall pay to Seller fee reimbursement which includes the cost of the appraisal and the cost of the preliminary title report. 1.01. Payments. Payment shall be made as follows: Contract Deposit previously deposited by Buyer at public auction and now to be held in escrow by the Escrow Agent as defined below: a. Auction Deposit: $346,000.00 b. Fee Reimbursement(s) @ Appraisal Report $ 2,800.00 (ii) —~ Preliminary title report $750.00 TOTAL Contract Deposit $349,550.00 The balance of the purchase price (plus any additional taxes, fees or other closing costs) shall be paid to Escrow Agent at or before Close of Escrow, defined below, by certified check or cashier’s check. Page | of 18 1.02. 1.03. 1.04. 1.05. 1.06. 1.07. Eserow Agent. a) The escrow agent (hereinafter Escrow Agent) referred to in this Agreement is listed below: Company: Security Title Agency, Inc Address: 4722 N. 24" St. Ste. 200, Phoenix AZ 85016 Agent: Jason Bryant Phone: (602) 230-6297 Fax: (602) 926-0452 Email: jbryant@securitytitle.com b) This Agreement will also constitute escrow instructions to Escrow Agent. Escrow Opening Date. The Escrow Opening Date shall be the date of delivery to Escrow Agent of the Contract Deposit, the Buyer executed Agreement and/or other related documents as originals / counterpart original(s) to the Escrow Agent. Close of Escrow. Close of Escrow shall occur no later than sixty (60) business days after the Escrow Opening Date, which date shall be hereinafter referred to as the Close of Escrow or Closing or Closing Date. Director of Maricopa County Real Estate Department may determine Closing Date upon seven (7) days’ notice to Buyer. Close of Escrow may be extended up to sixty (60) days by the Director of Maricopa County Real Estate Department. At the Close of Escrow, both the title to and possession of the Property shall be transferred from the Seller to the Buyer. Any monetary encumbrances existing against the Property at the Close of Escrow shall be satisfied from the Seller’s proceeds at Close of Escrow. Closing Costs and Prorations. Buyer shall pay one hundred percent (100%) of the closing costs and escrow charges except as stated herein. The Buyer shall be responsible for all taxes and assessments levied against the Property. Each party agrees to pay its own attorney fees. Contract Deposit Escrow. At Close of Escrow Buyer shall be given full credit against the purchase price for the Contract Deposit except as stated herein. Title Insurance; Closing Costs and Prorations. a) Escrow Agent shall issue or cause to be issued a standard coverage owner’s policy of title insurance in the amount of the purchase price and naming Buyer as the insured. Buyer has reimbursed Seller for the cost of the standard coverage owner’s title policy, and any real property taxes and assessments due (if any) on the Property, shall be deducted from Seller’s proceeds at Close of Escrow b) All of the above-referenced costs that are the responsibility of the Buyer shall be paid into escrow on or before the Close of Escrow in addition to the purchase price. All costs that are the responsibility of the Seller as Page 2 of 18 1.08. 1.09 referenced above shall be paid from the Seller’s proceeds at Close of Escrow. Brokerage Commission. The Buyer and Seller hereby agree that they have represented themselves in this transaction and no real estate broker, agent, or agency was contacted to market and/or sell the Property, nor was any real estate broker, agent, or agency responsible for negotiating the terms of this Agreement. If any real estate broker, agent, or agency should make a claim for commission(s), the party whose action led to such claim shall be solely responsible for the resolution of such issue, including the obligation to indemnify, hold harmless, and defend all other parties hereto. This paragraph shall survive termination of this Agreement and the Close of Escrow. Closing Documents. On or before the Close of Escrow, Seller shall deliver to Escrow Agent: a) A Special Warranty Deed, duly executed and acknowledged by the Seller, conveying the Property to the Buyer, the form of which is attached hereto and made a part hereof as Exhibit C. b) Such other documents as shall be reasonably required by Escrow Agent as a condition to insuring title to the Property. 2. TITLE COMMITMENT 2.01. 2.02. Preliminary Title Report. The Seller has provided to Buyer, at Buyer’s expense, a current preliminary title report or commitment for title insurance to be issued concerning the Property (hereinafter Title Report). Further, in the event that any updates, supplements or amendments to the Title Report are subsequently prepared copies of such documents shall be delivered to Buyer. Title Objections; No Obligation to Act. Except with respect to any title exception intentionally and voluntarily created by Seller after the issuance of the Title Report, nothing herein shall be deemed to impose on Seller any obligation to bring any action or proceeding, or to expend any unreasonable (in Seller's sole and absolute discretion) sum or effort in order to fulfill any condition, nor shall Buyer otherwise have any right or action against Seller in respect thereof. At the Buyer's option, the Buyer may procure an extended coverage title insurance policy, if available, in which event the Buyer shall pay the amount of increased premium and the cost of any survey necessary to obtain extended coverage title insurance issued through the Escrow Agent in the form in use on the date of issue, insuring the Buyer in the amount of the Purchase Price of the Property. Page 3 of 18 SELLER'S REPRESENTATIONS. 3.01. Seller makes no representations whatsoever regarding conditions or features of the subject property. 3.02. Seller further makes no representation as to zoning, access, availability of utilities, or development potential of the site. 3.03. Seller is a political subdivision of the State of Arizona, and therefore is exempt from paying real property taxes. Upon completion of the recording of the conveyance deed to the Buyer, Buyer shall become responsible for real property taxes and assessments (if any) as required by law. ACCESS TO PROPERTY. Buyer and/or its agents shall not access the Property prior to Close of Escrow unless Buyer shall first obtain and execute an Access Agreement from Seller to access the Property. An approval issued by County to Buyer allowing Buyer to access the Property shall contain a condition allowing a representative of Maricopa County Real Estate Department to be present at all times the Buyer and/or its agents accesses the Property. BUYER REPRESENTATIONS AND AGREEMENTS. 5.01. No later than simultaneously with execution of this Agreement, Buyer shall provide proof that the person who executed this Agreement on behalf of Buyer has the legal authority to bind Buyer. 5.02. Buyer represents that neither the execution of this Agreement nor the performance by Buyer of its obligations under this Agreement will result in any breach or violation of the terms of any law, rule, ordinance or regulation. There are no consents, waivers, authorizations or approvals from any third party necessary to be obtained by Buyer in order to carry out the transactions contemplated by this Agreement. ASSIGNABILITY. Neither the Seller nor the Buyer may assign any of its rights or obligations under this Agreement without the other party’s advance written consent. This Agreement shall be binding upon Seller and Buyer and their respective successors and assigns. BREACH OF AGREEMENT, DAMAGES. 7.01. In the event of (i) the breach or non-performance of this Agreement by Seller, or (ii) a default in the performance of any of its obligations hereunder by Seller, the Buyer, in its sole discretion, and, unless a remedy is already provided in this Agreement, as its sole and exclusive remedy, may cancel this Agreement and the escrow by giving written notice to the Seller and the Escrow Agent. If that occurs Page 4 of 18 then the Seller shall be liable for all customary escrow cancellation charges and the Contract Deposit shall be returned to the Buyer. Such payments will be the Buyer's sole and exclusive remedy in the event of default or non-performance by Seller. Buyer hereby waives and releases any right to (and hereby covenants that Buyer shall not) sue the Seller for (a) specific performance, or (b) damages under this Agreement. 7.02. In the event of (i) the breach or non-performance of this Agreement by Buyer, or (ii) Buyer fails to close the transaction, other than due to the default of the Seller, the Buyer shall be liable for all customary escrow cancellation charges and shall forfeit one-half of the Auction Deposit, plus the cost of the appraisal and the cost of the preliminary title report, to Seller as well as any and all interest or right in the Agreement and the Property, and such charges shall be the Seller’s sole and exclusive remedy. Seller will return to the Buyer the remaining fifty percent (50%) of the Auction Deposit, without interest, within sixty (60) days of breach or non- performance. Seller hereby waives and releases any right to (and hereby covenants that Seller shall not) sue the Buyer for (a) specific performance, or (b) damages under this Agreement. Additionally, upon breach or non-performance, Buyer acknowledges that Seller may, but is not required to, then offer to sell the Property to the second highest bidder at the price bid by the second highest bidder assuming the second highest bidder meets all other bid requirements, including deposit of the ten percent (10%) Auction Deposit within seventy-two (72) hours of notification by Seller. The second highest bidder shall then pay the balance of their bid price within sixty (60) days of notification by Seller. 8. “AS-IS, WHERE IS”, At Close of Escrow, the Property will be conveyed to the Buyer by Seller in a strict “as is, where is” condition. Seller has made no representations or watranties regarding the condition of the Property other than as set forth in this document and Buyer does not and may not rely upon any representation or warranty that is not set forth in writing in this Agreement or in the Special Warranty Deed. Buyer acknowledges that Buyer is purchasing the Property in “as is, where is” condition with all faults, defects and other adverse matters, and that Seller is selling the Property in “as is, where is” conditions with all faults, defects and other adverse matters. NOTICES. No notices, waiver or other communication under this Agreement shall be effective unless in writing and personally served, or sent by certified mail, return receipt requested, with postage prepaid or by commercial express delivery service providing receipted delivery. All such notices shall be addressed to the parties at the addresses noted below. If personally served or sent via commercial delivery service, any such notice shall be deemed given at the time of such service or, if by mail, two (2) days following the depositing of the same in a post office box regularly maintained by the United States Postal Service. SELLER: Maricopa County Attn: Director, Real Estate Department Page 5 of 18 2801 W. Durango Street Phoenix, AZ 85009 BUYER: Boyd Real Estate Holdings, LLC Attn: Jonathan Boyd 17770 N. Pacesetter Way Suite 100 Scottsdale, AZ 85255 Phone: 480-250-4244 Email: jboyd@boyddevco.com 9. GENERAL PROVISIONS. 9.01. 9.02. 9.03. 9.04. 9.05. Date of Agreement. The date of this Agreement for all purposes where such date is referenced herein shall be the date last signed on the signature pages that follow. Section Headings. The section headings in this Agreement are inserted only as a matter of convenience in reference and are not to be given any effect whatsoever in construing any provision of this Agreement. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures. Attorney Fees. If there is any litigation or arbitration between Seller and Buyer to enforce or interpret any provisions or rights of this Agreement, the unsuccessful party in the litigation or arbitration, as determined by the court or arbitrator, agrees to pay the successful party, as determined by the court or arbitrator, all costs, reasonable legal fees, and expenses (through trial and appeal), including, but not limited to, reasonable attorneys’ fees incurred by the successful party in a reasonable amount. Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Agreement shail be valid and be enforceable to the fullest extent permitted by law. Page 6 of 18 9.06. 9.07. 9.08. Conflict of Interest/Recitals. This Agreement is subject to A.R.S. §38-511 and may be canceled pursuant thereto. The recitals, by this reference, are hereby incorporated into this Agreement. Waiver. Failure of either party to exercise any right or option arising out ofa breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any existing breach. Ambiguity. This Agreement was drafted by the Seller with the assistance of their attorneys. Neither the Seller nor its attorneys have rendered legal or other advice to the Buyer regarding sale of the Property or the specific terms of this Agreement. Buyer is aware of its right to obtain independent professional and/or legal assistance with this Agreement and, upon signing of the Agreement, represents that they have taken all steps they deem necessary (including but not limited to, seeking the advice of professionals and/or attorneys) to assist them with this transaction. Consequently, any ambiguity in this Agreement shall not be construed against either party. 9.09. Governing Law. This Agreement shall be deemed to be made under, and shall be construed in accordance with and shall be governed, interpreted and regulated by, the laws of the State of Arizona, and arbitration proceedings, if applicable, or suit to enforce any provision of this Agreement or to obtain any remedy with respect hereto may be brought in the Superior Court of the State of Arizona, Maricopa County or in the United States District Court for the District of Arizona, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said Courts. 9.10. Statutory Authority. The Property is being sold to Buyer in compliance with ARS. 11-251(9). 9.11. Time is of the Essence. Other than where this Agreement provides for a period of cure, time is of the essence in the performance of all obligations under this Agreement. If the time for performance of any obligation or for taking any action under the Agreement expires on a Saturday, Sunday, or legal holiday, the time for performance or for taking action will be extended to the next succeeding day which is not a Saturday, Sunday, or legal holiday and during which Escrow Agent is open for business. 9.12. Administration of Agreement. The Assistant County Manager for Maricopa County and/or the Real Estate Director for Maricopa County shall administer this Agreement, including executing documents necessary to administer this Agreement. Page 7 of 18 9.13 Expiration of Offer. Buyer shall execute this Agreement on date of auction and Seller shall execute and deliver into escrow within sixty (60) days after auction date unless extended as provided herein. Upon Buyer’s execution, this Agreement shall constitute an offer, which if not accepted by Seller’s execution and delivery to Escrow Agent within sixty (60) days thereafter, shall be deemed to expire and be of no force and effect, unless extended as provided herein or otherwise agreed to by both Seller and Buyer in writing. 9.14. Cancellation. The successful bid (Buyer) must be formally accepted and approved by the Maricopa County Board of Supervisors at a regularly scheduled published meeting. The Board of Supervisors of Maricopa County reserves the right to cancel this auction at any time prior to the announced auction date, THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 8 of 18 IN WITNESS WHEREOF the parties have executed this Agreement as of the date last written below. Buyer: \sIQDA Tonathan Boyd Manager, Boyd Real Estate Holdings, LLC Date: G-/0 - DS Page 9 of 18 MARICOPA COUNTY, a political subdivision of the State of Arizona Chairman of the Board ATTEST: Clerk of the Board Date APPROVED AS TO FORM: Deputy County Attorney Page 10 of 18 ACCEPTANCE BY ESCROW AGENT The Purchase Agreement & Escrow Instructions are accepted on this , 2025. ESCROW AGENT: SECURITY TITLE AGENCY By: Jason Bryant, Escrow Agent day of Page 11 of 18 EXHIBIT A Attached to Purchase Agreement & Escrow Instructions For APN/Parcel ID(s): 135-38-001M and 135-38-001N THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MARICOPA, STATE OF ARIZONA AND IS DESCRIBED AS FOLLOWS: PARCEL NO. 1: The East 378.63 feet of the West 1045.00 feet of the South half of the South half of the Lot 2, Section 18, Township 1 North, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona; EXCEPT the South 45.00 feet thereof. PARCEL NO. 2: The East 166.37 feet of the West 666.37 feet of the South half of the South half of Lot 2, Section 18, Township North, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona; EXCEPT the South 45.00 feet thereof, and EXCEPT that portion lying West of the following line description: COMMENCING at the West quarter corner of said Section 18; Thence along the East-West midsection line of said Section 18 North 89 degrees 26 minutes 36 seconds East 574.24 feet; Thence North 0 degrees 33 minutes 24 seconds West 45.00 feet to the POINT OF BEGINNING on the South line of the above described property; Thence North 1 degrees 39 minutes 43 seconds West 203.90 feet; Thence North 13 degrees 57 minutes 05 seconds East 92.81 feet to the POINT OF ENDING on the North line of the above described property. Page 12 of 18 EXHIBIT B Rice Former Maricopa County Animal Control Building COUNTY APNs: 135-38-001M & 135-38-001N REAL ESTATE DEPARTMENT Page 13 of 18 EXHIBIT “C” SPECIAL WARRANTY DEED WHEN RECORDED RETURN TO: EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3) C-XX-XX-XXX-X-00 SPECIAL WARRANTY DEED This Special Warranty Deed is made on __ the day of , 2025 by MARICOPA COUNTY a political subdivision of the State of Arizona (GRANTOR), to the (GRANTEE). Witness that GRANTOR, for good and valuable consideration, receipt of which is acknowledged, hereby grants and conveys to GRANTEE the following real property situated in Maricopa County, Arizona: SEE ATTACHED EXHIBITS “A” AND “B” HERETO AND BY REFERENCE MADE A PART HEREOF SUBJECT TO current real property taxes, zoning and other governmental restrictions, and all covenants, conditions, restrictions, easements, rights-of-way, and other matters of record or matters that could be disclosed by a visual inspection or accurate survey of the real property. GRANTOR warrants the title against all acts of the Grantor herein and no other. The Property is being conveyed to GRANTEE in an “AS IS, WHERE IS” condition. No other covenants or warranties, express or implied, are given by this Special Warranty Deed. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 14 of 18 IN WITNESS WHEREOF, GRANTOR has set its hand the day and year first above written. GRANTOR: Maricopa COUNTY, a political subdivision of the State of Arizona By Chairman of the Board ATTEST: By Clerk of the Board Date | APPROVED AS TO FORM: By Deputy County Attorney Date STATE OF ARIZONA } ) COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this _ day of , 2025, by , the Chairman of the Board, on behalf of Maricopa County. (SEAL and Expiration Date) Notary Public Page 15 of 18 GRANTEE ACCEPTANCE: STATE OF ARIZONA COUNTY OF MARICOPA On , 2025, before me _ personally appeared whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document on behalf of (SEAL and Expiration Date) Notary Public Page 16 of 18 EXHIBIT “A” Attached to Special Warranty Deed For APNiParcel ID(s): 135-38-001M and 135-38-001N THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MARICOPA, STATE OF ARIZONA AND !S DESCRIBED AS FOLLOWS: PARCEL NO. 1: The East 378.63 feet of the West 1045.00 feet of the South half of the South half of the Lot 2, Section 18, Township 1 North, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona; EXCEPT the South 45.00 feet thereof. PARCEL NO. 2: The East 166.37 feet of the West 666.37 feet of the South half of the South half of Lot 2, Section 18, Township 1North, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona; EXCEPT the South 45.00 feet thereof, and EXCEPT that portion lying West of the following line description: COMMENCING at the West quarter corner of said Section 18; Thence along the East-West midsection line of said Section 18 North 89 degrees 26 minutes 36 seconds East 574.24 feet; Thence North 0 degrees 33 minutes 24 seconds West 45.00 feet to the POINT OF BEGINNING on the South fine of the above described property; Thence North 1 degrees 39 minutes 43 seconds West 203.90 feet; Thence North 13 degrees 57 minutes 05 seconds East 92.81 feet to the POINT OF ENDING on the North line of the above described property. Page 17 of 18 EXHIBIT “B” MARC OPK Former Maricopa County Animal Control Building COUNTY APNs: 135-38-001M & 135-38-001N ay —E-McKellips-R° ;W-Univers Dr W-Main St Broadway-R REAL ESTATE DEPARTMENT Page 18 of 18