PURCHASE AGREEMENT AND ESCROW WITH DESERT FOOTHILLS LAND TRUST.PDF
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PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
C-78-__-__-__-00
This Purchase Agreement and Escrow Instructions (“Agreement”) is entered into by and between
MARICOPA COUNTY, a political subdivision of the State of Arizona (“County”), Town of
Cave Creek, an Arizona municipal corporation (Town), and Desert Foothills Land Trust, Inc.,
an Arizona nonprofit corporation, (“DFLT”), as of the last date executed below. County, Town,
and DFLT may collectively be referred to herein as the Parties, or individually as a Party.
WITNESSETH:
THAT, DFLT plans to obtain title to those certain real properties known as Maricopa
County Assessor Parcel Numbers (“APN”) 202-18-018L, 202-18-018K, 202-18-018D, 202-18-
024A, and 202-18-024B, described and depicted on Exhibit A attached hereto and made a part
hereof (the “Properties”)
THAT, pursuant to a Purchase Contract, dated
, between Spur Cross
Ridge, LLC, an Arizona limited liability company, (“Seller”) and, DFLT (“Buyer”), DFLT is to
become the owner of the Properties (“Underlying Transaction”); and
THAT, County, and Town will contribute equal funds, to be placed in escrow, toward the
purchase price and all associated expenses and will be made available to DFLT only for the
purchase of the Properties in the Underlying Transaction; and
THAT, DFLT upon obtaining title to the Properties agrees to convey to County, and Town,
and County, and Town agree to accept from DFLT, title to the Properties via a duly executed
Special Warranty Deed, the form of which is attached hereto and made a part hereof as Exhibit B.
THAT, County and Town, upon obtaining title to the Properties, shall record a
Conservation Easement (“Conservation Easement”) on the Properties, the form of which is
attached hereto and made a part hereof as Exhibit C.
NOW THEREFORE, for the good and valuable consideration set forth herein, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereby agree to the following:
TERMS AND CONDITIONS:
1.
PURCHASE PRICE. The purchase price pursuant to Purchase Contract for the
Underlying Transaction for the Properties is Seven Hundred Twenty-Five Thousand
Dollars ($725,000) (“Purchase Price”) Within ten (10) calendar days following the
Escrow Opening Date, as defined below, County shall place a refundable Purchase Deposit
in the amount of Three Hundred Sixty-Two Thousand Five-Hundred Dollars ($362,500),
and Town shall place a refundable Purchase Deposit in the amount of Three Hundred Sixty-
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Two Thousand Five-Hundred Dollars ($362,500) (each a “Purchase Deposit”) into a non-
interest-bearing account with the Escrow Agent, defined below. The Purchase Deposits
shall be released by the Escrow Agent to DFLT for the sole purpose of DFLT obtaining
title to the Properties. The Purchase Deposits shall be: i) credited to DFLT toward the
Purchase Price of the Underlying Transaction at Close of Escrow of the Underlying
Transaction, ii) refunded to County and Town if County or Town cancel this Agreement
prior to the expiration of the Inspection Period, defined below; or (iii) refunded to County
and Town if DFLT does not acquire title to the Properties before the scheduled Close of
Escrow.
1.1.
Escrow Agent. The escrow agent (“Escrow Agent”) for this Agreement is:
Company:
Arizona Premier Title
Address:
7669 East Pinnacle Peak Road
Suite 120
Scottsdale, AZ 85255
Agent:
Mark Nichols
Phone:
(480) 939-2302
Email:
mark.nichols@azpremieretitle.com
1.2.
Escrow Instructions. This Agreement also constitutes escrow instructions to
Escrow Agent.
1.3.
Escrow Opening Date. The Escrow Opening Date shall be the date that a fully
executed version of this Agreement is delivered to the Escrow Agent.
1.4.
Close of Escrow.
1.4.1. The transfer of title to the County and Town shall (“Close of Escrow”) shall
occur on or before December 30, 2022 after the Escrow Opening Date.
1.4.2. Subject to DFLT having acquired title to the Properties, then at the Close of
Escrow, title to the Properties shall be transferred from DFLT to County
and Town as tenants in common. DFLT’s acquisition of title to the
Properties in the Underlying Transaction is a condition precedent to the
Close of Escrow. The Close of Escrow shall occur on the same date and
immediately following the close of Underlying Escrow on the Underlying
Transaction.
1.4.3. Close of Escrow Date.
1.4.3.1.
The following are conditions precedent to the Close of Escrow
(i) DFLT’s close of Escrow No.________, on the Underlying
Transaction (“Underlying Escrow”); and (ii) recordation of
deed for the Underlying Transaction.
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1.4.3.2.
In the event any of County’s, and Town’s conditions precedent
to closing set forth in this Agreement are not fully and
completely satisfied or waived, County, and Town shall have the
option to: (A) waive any of such County’s, and Town’s
conditions precedent and proceed with the Close of Escrow; or
(B) terminate County’s, and Town’s obligation to purchase the
Properties by written notice to DFLT and Escrow Agent at least
two (2) business days prior to the Close of Escrow of the
Underlying Transaction, whereupon DFLT’s obligation to close
the Underlying Transaction and to sell the Properties to the
County and Town and County’s, and Town’s obligation to
purchase the Properties shall be deemed to be automatically null
and void and of no force or effect, in which event none of DFLT,
County, and Town shall have any further rights or obligations
hereunder or relating hereto, except pursuant to any obligations
expressly surviving termination of this Agreement, and County,
and Town shall be each be entitled to a refund of their respective
Purchase Deposit.
1.5.
Title Insurance; Closing Costs and Prorations.
1.5.1. It shall be a condition precedent to County’s, and Town’s obligation to
purchase the Properties that Escrow Agent shall issue, or cause to be issued,
a standard and extended coverage owner’s policy of title insurance in the
amount of the Purchase Price naming County, and Town as additional
insureds to the policy issued to DFLT as part of the Underlying Transaction.
The cost of the standard and extended coverage for the County and Town
as additional named insureds under the owner’s policy of title insurance
shall be paid by County and Town in equal shared amounts.
1.5.2. All real estate taxes, charges and assessments affecting the Properties
(“Taxes), shall be prorated between Seller on the one hand and County and
Town on the other hand on a per diem basis effective as of 11:59 p.m. on
the day prior to the Closing Date with amounts accrued on and prior to such
time paid by Seller and amounts accrued after such time paid by County and
Town in equal shared amounts.
1.5.3. All of the above-referenced costs, if any, that are the responsibility of
County and Town shall be paid into escrow no later than three (3) business
day before the Close of Escrow in addition to the Purchase Price. County
and Town shall pay all of the closing costs and escrow charges except as
previously stated herein. Any monetary encumbrances existing against the
Properties at the Close of Underlying Escrow, and all costs that are the
responsibility of Seller, shall be paid by the Seller pursuant to the
Underlying Transaction prior to, or at Close of Escrow as part of the
Underlying Escrow.
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1.5.4. Each Party agrees to pay its own expenses incurred in connection with this
Agreement and the transactions contemplated hereby, including without
limitation attorney’s fees.
1.6.
Real Estate Commission. County, Town and DFLT each represents and warrants
that it has had no dealings with any real estate or other broker or agent in connection
with this transaction. County, Town and DFLT each covenants to pay, hold
harmless and, to the extent permitted by law, indemnify the other Party or Parties
from and against any and all costs and expenses or liabilities for any compensation,
commission and charges claimed by any such broker or agent with whom such
Party has dealt with respect to this transaction or the negotiation of it.
1.7.
Closing Documents and Deliverables. On or before the Close of Escrow, the
Parties shall deliver to Escrow Agent:
1.7.1. A Special Warranty Deed, duly executed and acknowledged on behalf of
the DFLT, conveying the Properties to the County and Town as tenants in
common the form of which is attached hereto and made a part hereof as
Exhibit B.
1.7.2. A Conservation Easement to DFLT, duly executed and acknowledged by
County, and Town, the form of which is attached hereto and made a part
hereof as Exhibit C.
1.7.3. Such other documents as shall be reasonably required by Escrow Agent as
a condition to insuring title to the Properties.
2.
TITLE COMMITMENT.
2.1.
Preliminary Title Report. DFLT, County, and Town will obtain and review a
Commitment for Title Insurance for the Properties (the “Title Report”). In the
event that any updates, supplements, or amendments to the Title Report are
subsequently prepared, copies of such documents shall be timely delivered by
Escrow Agent to DFLT, County, and Town.
2.2.
Title Objections: No Obligation to Act. Except with respect to any title exception
intentionally and voluntarily created by DFLT after the issuance of the Title Report,
nothing herein shall be deemed to impose on DFLT any obligation to bring any
action or proceeding, or to expend any unreasonable sum or effort in order to fulfill
any condition, nor shall County, and Town otherwise have any right or action
against DFLT in respect thereof, but if County (with the prior written consent of
the Town) objects to a title condition and if DFLT does not cure, the County may
terminate this Agreement by written notice to DFLT and Escrow Agent at least two
(2) business days prior to the Close of Escrow of the Underlying Transaction .
Notwithstanding anything to the contrary in this Agreement, and without the need
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to make any formal written title objections, County, and Town object to: (i) all
deeds of trust and/or mortgages; (ii) all assignments of leases, licenses, rents and
UCC-1 financing statements that are not contemplated or disclosed in this
Agreement; (iii) all judgment liens, mechanic’s liens, notices of lis pendens, tax
liens, attachments, and any other matters evidencing monetary encumbrances
(other than liens for non-delinquent property taxes); (iv) any options or rights of
purchase that are not disclosed in this Agreement; and (v) notices of lease,
possession, or occupancy rights to all or part of the Properties not disclosed in this
Agreement. In addition, County (with the prior written consent of the Town) may
object to other title conditions and if not cured, County may (with the prior consent
of the Town) terminate this Agreement by written notice to DFLT and Escrow
Agent at least two (2) business days prior to the Close of Escrow of the Underlying
Transaction. Any objections to title pursuant to this Section 2.2 shall be deemed,
(collectively, the “Non-approved Exceptions”).
At County's and Town’s option County, and Town may procure an extended
coverage title insurance policy, if available, in which event County, and Town shall
pay the amount of increased premium (including for any endorsements requested
by County, and Town) 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 County, and Town in the amount of the Purchase Price of
the Properties.
2.3.
Title Clearing. On or before December 21, 2022, Escrow Agent shall contact all
necessary entities to obtain lien release, consent to sale, and/or consent to
assignment requirements from all existing mortgages, liens, judgments, contracts,
lessees, lessors, etc. as well as all document preparation for title clearing. Any and
all Non-approved Exceptions shall be discharged and released on or before the
Close of Escrow.
3.
DFLT'S REPRESENTATIONS. DFLT represents and warrants to County, and Town
that, as of the date DFLT executes this Agreement, as follows:
3.1.
Prior to or simultaneously to the execution of this Agreement, DFLT will provide
County and Town with proof that the person executing this Agreement is authorized
to bind DFLT.
3.2.
DFLT has not granted any rights of first refusal or options to purchase the
Properties to any other third party.
3.3.
Upon full execution of this Agreement, DFLT will not at any time prior to Close of
Escrow, grant any interest in the Properties to any party, or voluntarily encumber
the Properties.
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3.4.
All representations and warranties of DFLT contained in this Agreement are true
on and as of the Escrow Opening Date and will be true on and as of the Close of
Escrow.
Notwithstanding the foregoing provisions, (i) if County and/or Town learn of any
actual or alleged material inaccuracy in DFLT’s representations or warranties after
the date hereof and prior to the Closing Date, County or Town shall promptly notify
DFLT thereof, and (ii) if DFLT learns of any actual or alleged material inaccuracy
in such representations or warranties, DFLT shall promptly notify County and
Town thereof. DFLT shall have the right, but not the obligation, on or before the
earlier of the scheduled Closing Date or the date ten (10) days after receiving such
written notice from County or Town or of learning of such actual or alleged material
inaccuracy, without any obligation, unless stated otherwise in this Agreement, on
the part of DFLT to incur any cost or expense, to cure such inaccuracy. Failing such
cure by DFLT, County’s, and Town’s exclusive remedy in such event shall be to
elect, on or before the earlier of two (2) business days prior to the scheduled Closing
Date or the date that is five (5) business days after the expiration of the ten (10) day
period referenced in the preceding sentence, to either (y) waive such breach and
proceed to consummate the transaction contemplated by this Agreement without
reduction in the Purchase Price or (z) terminate this Agreement, whereupon Escrow
Agent shall return the respective Purchase Deposits to County and Town. DFLT
shall be liable for all customary escrow cancellation charges, and none of the Parties
will have any further rights or obligations regarding this Agreement or the
Properties except for any obligations which are to expressly survive the termination
of this Agreement. DFLT shall have no liability whatsoever to County, and Town
with respect to a breach of any of the representations and warranties contained in
this Section if County or Town obtain knowledge of a fact or circumstance the
existence of which would constitute a breach of DFLT’s representations and
warranties hereunder prior to the Closing Date and County and Town proceed to
the Close of Escrow without exercising the right of termination set forth above, in
which event each representation or warranty shall be deemed automatically
amended to conform with the knowledge of County, and Town as of the Closing
Date, and DFLT shall have no liability whatsoever for such previously inaccurate
representation or warranty.
4.
ACCESS TO PROPERTIES.
4.1.
County and Town Investigations; Right of Entry.
4.1.1. From the Escrow Opening Date until 5:00 p.m. (Phoenix, Arizona time) on
December 21, 2022 (the “Inspection Period”), County and Town, and their
agents or assigns, shall, subject to DFLT’s and Seller’s rights under the
Underlying Agreement, have the right to enter the Properties, at County’s
and Town’s cost and expense, for the purposes of completing such tests,
studies, investigations, surveys, appraisals, and physical inspections of the
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Properties that County, and Town deems necessary or appropriate,
including but not limited to a Phase I environmental site assessment, and if
necessary, a Phase II environmental site assessment (collectively, “County
and Town Investigations”), as County, and Town deems appropriate to
assure County, and Town that the Properties are suitable for County’s, and
Town’s intended purposes and that no hazardous wastes or substances are
located on or under the Properties. Within five (5) calendar days of the
Escrow Opening Date, DFLT will deliver to County, and Town electronic
copies of any (i) surveys and site plans that pertain to the Properties; (ii) tax
notices and correspondence; (iii) zoning reports and/or letters; (iv) existing
soil reports; (v) correspondence and/or reports from regulatory agencies;
and (vi) similar records relating to the Properties, or the development
thereof, that are in the possession of DFLT (collectively, the “Due
Diligence Documents”), if any. The Due Diligence Documents are
provided simply as an accommodation to County, and Town, and DFLT
makes no representations or warranties of any kind regarding the Due
Diligence Documents, including, without limitation, as to their accuracy or
completeness. County, and Town understand that some of the Due
Diligence Documents may have been provided by others to DFLT and may
not have been prepared by or verified by DFLT.
4.1.2. If the County and Town Investigations are not acceptable to County and/or
Town, in County’s and Town’s sole discretion, County and Town may
deliver written notice terminating this Agreement to DFLT and Escrow
Agent on or before the end of the Inspection Period. If County and Town
timely deliver a written termination notice, this Agreement and the related
escrow will be deemed immediately cancelled and County, and Town shall
be refunded the Purchase Deposit. County and Town jointly shall each pay
one half of the customary escrow cancellation charges, and no Party will
have any further rights or obligations regarding this Agreement or the
Properties except for the obligations which are to expressly survive the
termination of this Agreement. DFLT has no obligation to cure or remove
any matter found as a result of the County and Town Investigations pursuant
to this Agreement. If County and Town timely exercise its right to terminate
this Agreement, County and Town shall, within ten (10) business days after
such termination, deliver to DFLT, without charge, and without any
representation or warranty as to its use or accuracy, the surveys, inspections,
boring, percolation, geologic, environmental and soil tests, and other non-
confidential studies of the Properties performed by or on behalf of County
and Town, if any, during the Inspection Period.
4.2.
Appraisal. County or Town, at their own expense, and subject to DFLT’s and
Underlying Seller’s rights under the Underlying Agreement may obtain an
appraisal of the Properties.
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4.3.
Insurance – County’s and Town’s Investigations. County is self-insured. County
shall deliver proof of self-insurance to DFLT prior to conducting any of the County
Investigations. Town shall deliver proof of insurance to DFLT prior to conducting
any of the Town’s Investigations.
4.4.
Environmental Stipulations. County, or Town may, at their own expense, have
the environmental report(s), if any, updated and certified or addressed to County
and Town and/or obtain new environmental report(s), all at County’s and Town’s
expense.
4.5.
Damages. County and Town shall be solely responsible for any damage County
and Town cause to the Properties prior to the Close of Escrow. If any mechanic’s
or materialman’s liens or claim of lien or any other lien, claim, judgment or other
encumbrance at any time shall be filed against the Properties or any part thereof or
against DFLT’s or Seller’s interest therein as a result of any labor performed or
materials or services furnished or claimed to have been performed or furnished to
or on behalf of County and Town, County, and Town shall, promptly after receipt
of notice of the filing thereof, cause the same to be released and discharged of
record, by payment, bond or otherwise, all of which shall be at County’s and
Town’s sole cost and expense. The foregoing shall survive the Close of Escrow or
the termination of this Agreement.
4.6.
Claims Arising Out of Entry. To the extent not prohibited by law, County or
Town, and its respective agents or assigns, shall indemnify, defend, and hold
harmless DFLT and Seller, as indemnitee, from and against any and all claims,
losses, liability, costs, or expenses (including reasonable attorney’s fees)
(hereinafter collectively referred to as “Claims”) arising out of County’s and
Town’s, or their respective officers, officials, agents, employees, or contractors,
entry onto the Properties and/or the County and Town investigations, surveys, and
inspections contemplated above, but only to the extent that such Claims are caused
by the act, omission, negligence, misconduct, or other fault of the County or Town
and/or its respective officers, officials, agents, employees, or contractors.
Notwithstanding the foregoing, in no event shall County, and Town have any
liability under this Section arising out of, resulting from or relating to the mere
discovery by County and Town of a preexisting condition at the Properties. The
foregoing shall survive the Close of Escrow or the termination of this Agreement.
5.
COUNTY'S REPRESENTATIONS. County represents and warrants to DFLT that, as of
the date County executes this Agreement, as follows:
5.1.
Performance under the Agreement by the County is subject to approval and
execution of this Agreement by the Maricopa County Board of Supervisors.
5.2
Prior to or simultaneously to the execution of this Agreement, County will
provide DFLT with proof that the person executing this Agreement is authorized to bind
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County.
6.
TOWN'S REPRESENTATIONS. Town represents and warrants to DFLT that, as of the
date Town executes this Agreement, as follows:
6.1
Performance under the Agreement by the Town is subject to approval and
execution of this Agreement by the governing body of the Town.
6.2
Prior to or simultaneously to the execution of this Agreement, Town will
provide DFLT with proof that the person executing this Agreement is authorized to bind
Town
7.
ASSIGNABILITY. None among DFLT, Town or County may assign any of their rights
or obligations under this Agreement without all other Parties’ advance written consent,
which consent shall not be unreasonably withheld, conditioned, or delayed. This
Agreement shall be binding upon DFLT, County and Town, and their respective successors
and assigns.
8. BREACH OF AGREEMENT, DAMAGES.
8.1.
In the event of: (i) the breach or non-performance of this Agreement by County,
Town or DFLT (“the Breaching Party”); or (ii) a default in the performance of any
of their obligations hereunder by Breaching Party, and if Breaching Party fails to
cure the breach or default within fifteen (10) calendar days after receipt of written
notice from a non-breaching Party specifying the breach or default, then the non-
breaching Party, 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 all other Parties and Escrow Agent.
Thereafter, each of the Parties shall be relieved of any further obligation to the other
arising by virtue of this Agreement (except for obligations that are expressly
intended to survive the termination of this Agreement). County and Town hereby
acknowledge and agree that a default by Seller under the Underlying Agreement
shall not be deemed a default by DFLT under this Agreement. Should Seller fail or
threaten to fail to perform its obligations under the Purchase Contract or Underlying
Transaction, DFLT shall give County and Town written notice of same. County
and Town, in their sole discretion and as their sole and exclusive right, may cancel
this Agreement and the escrow by giving written notice to all other Parties and
Escrow Agent. Escrow Agent shall refund the Purchase Deposit to County, and
Town and each of the Parties shall be relieved of any further obligation to the other
arising by virtue of this Agreement (except for obligations that are expressly
intended to survive the termination of this Agreement). County, Town and DFLT
hereby waive and release any right to, and each hereby covenants that County,
Town and DFLT shall not, sue the other Party for (a) specific performance, or (b)
damages. The provisions of this Section 10.1 shall survive the termination of this
Agreement.
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9.
“AS-IS, WHERE IS”. “AS-IS, WHERE IS”. EXCEPT AS OTHERWISE PROVIDED
IN THIS AGREEMENT, COUNTY, AND TOWN ARE PURCHASING THE
PROPERTIES IN “AS IS” AND “WHERE IS” CONDITION, WITH ALL FAULTS,
DEFECTS AND OTHER
ADVERSE
MATTERS,
AND
THAT
DFLT
IS
TRANSFERRING THE PROPERTIES IN “AS IS” AND “WHERE IS” CONDITION
WITH ALL FAULTS, DEFECTS AND OTHER ADVERSE MATTERS. EXCEPT FOR
THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS MADE
BY DFLT IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE EXECUTED BY
DFLT AT THE CLOSING, COUNTY, AND TOWN, THE DISCLAIMERS SET FORTH
IN THIS SECTION ARE AN INTEGRAL PART OF THIS AGREEMENT AND DFLT
WOULD NOT HAVE AGREED TO COMPLETE THE SALE ON THE TERMS
PROVIDED IN THIS AGREEMENT WITHOUT THE DISCLAIMERS SET FORTH IN
THIS SECTION. The provisions of this Section shall survive the Close of Escrow or the
earlier termination of this Agreement.
10.
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, or sent by electronic mail, read receipt requested. 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) calendar days following the depositing of the same in a post
office box regularly maintained by the United States Postal Service.
COUNTY:
DFLT:
Maricopa County
Desert Foothills Land Trust, Inc.
Attn: Director, Real Estate Department
PO Box 4861
2801 W. Durango Street
Cave Creek, AZ. 85327
Phoenix, AZ 85009
Att: Vicki Preston, President & CEO
Alex.smith@maricopa.gov
With a copy to:
Carol Lynn de Szendeffy
PO Box 2810
Carefree, AZ. 85377
TOWN:
Town of Cave Creek
Attn: Town Manager
N. Cave Creek Rd.
Cave Creek, AZ. 85331
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11.
GENERAL PROVISIONS.
11.1. 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.
11.2. 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.
11.3. Counterparts. This Agreement may be signed in any number of counterparts with
the same effect as if the signatures thereto and hereto are upon the same instrument.
Electronic signatures shall have the same force and effect as original signatures.
11.4. Survival and Expiration. All representations, indemnities and warranties made in
the Agreement shall survive the expiration of this Agreement.
11.5. Non-Foreign Affidavits. DFLT agrees that, in order to comply with Internal
Revenue Code Section 1445, DFLT will sign a Non-Foreign Affidavit in a form
provided by Escrow Agent and approved by County, and Town. Said Affidavit to
be delivered to Escrow Agent on or before the Close of Escrow.
11.6. 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 shall be valid and
be enforceable to the fullest extent permitted by law.
11.7. No Conflict of Interest. This Agreement is subject to A.R.S. § 38-511, the
provisions of which are incorporated herein by reference, and may be canceled
pursuant thereto. County and Town each represent that to the best of its’
knowledge, there is no basis for County’s or Town’s cancellation of this
Agreement pursuant to A.R.S. 38-511. No person involved in initiating,
negotiating, securing, drafting, creating this Agreement (or any Exhibit attached)
on behalf of County or Town was, is currently or will be (a) an employee or agent
of the DFLT or (b) consultant of the DFLT’s with respect to the subject matter of
this Agreement (or any Exhibit attached).
11.8. Waiver. Failure of any Party to exercise any term, condition, right, or option arising
out of a breach of this Agreement shall not be deemed a waiver of any other term,
condition, or covenant herein, or of a subsequent breach of any term, right, option,
covenant, or condition herein with respect to any subsequent or different breach, or
the continuance of any existing breach.
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11.9. Ambiguity. None of the Parties or their attorneys has rendered legal or other advice
to the other Party regarding sale of the Properties or the specific terms of this
Agreement. The Parties are aware of their right to obtain independent professional
and/or legal assistance with this Agreement and, upon signing of the Agreement,
the Parties represent that they have taken all steps deemed 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.
11.10. Venue, Governing Law. This Agreement shall be deemed to be made under,
construed in accordance with, as well as governed, interpreted and regulated by, the
laws of the State of Arizona. 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
11.11. Statutory Authority. The Properties is being purchased by County and Town in
compliance with A.R.S. 11-251 and A.R.S. § 9-276 respectively.
11.12. 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 acting 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.
11.13. Amendment. This Agreement may only be amended by a written instrument
executed by all Parties expressly stating their intention to amend this Agreement.
Notwithstanding the foregoing, the Parties agree that the legal descriptions for the
Properties and legal descriptions and Exhibits for the Conservation Easement may
be amended administratively, based on the results of an American Land and Title
Association Survey and, pursuant to Section 11.14 below.
11.14. Administration of Agreement. The Assistant County Manager for Maricopa
County and/or the Real Estate Director for Maricopa County, the Town Manager
for the Town and the Executive Director and/or President for DFLT shall
administer this Agreement on behalf of each respective entity and are hereby
authorized to sign in acceptance of the Properties in accordance with this
Agreement.
11.15. No Recording. Each Party hereto covenants and agrees that it has no right to, and
in no event will such Party, record or cause to be recorded this Agreement or any
memorandum hereof or other document relating to this Agreement (other than the
documents to be recorded in connection with the Close of Escrow under this
Agreement) and, if any Party breaches the provisions of this Section, the other
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Parties shall have the option of terminating this Agreement. The provisions of this
Section shall survive the Close of Escrow or any termination of this Agreement
indefinitely.
11.16. Attorneys’ Fees. If any legal action or other proceeding is brought or if an attorney
is retained for the enforcement of this Agreement or any portion thereof, or because
of any alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Agreement, the prevailing Party shall be entitled to recover
from the other Party reimbursement for the reasonable fees of attorneys and other
costs (including court costs) incurred by the prevailing Party, in addition to any
other relief to which it may be entitled.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE(S) FOLLOW
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date written
below.
DFLT:
COUNTY:
DESERT FOOTHILLS LAND TRUST, INC., An
Arizona nonprofit corporation
By: _______________________________
Name Date
Title
MARICOPA COUNTY,
a political subdivision of the State of Arizona
By: __________________________________
Bill Gates Date
Chairman of the Board of Supervisors
ATTEST:
______________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
_______________________________________
Deputy County Attorney Date
TOWN:
Town of Cave Creek, an Arizona municipal corporation
By: _______________________________
Name Date
Title
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ACCEPTANCE BY ESCROW AGENT
The Purchase Agreement & Escrow Instructions are accepted on this __________________ day
of
___________________________, 2022.
ESCROW AGENT: Arizona Premier Title
By: __________________________
Mark Nichols, Escrow Agent
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EXHIBIT A
Attached to Purchase Agreement & Escrow Instructions
The Properties
Parcel 1 – 202-18-018K
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
follows:
Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West a distance of 1314.49 feet to the
Northwest corner of the Northeast quarter of the Southeast quarter of Section 4;
Thence South 00 degrees 27 minutes 50 seconds West, a distance of 996.66 feet to a point on
the West line of the Northeast quarter of the Southeast quarter of said Section 4, also being the
True Point of Beginning;
Thence North 74 degrees 43 minutes 20 seconds East, a distance of 457.65 feet to a point;
Thence South 14 degrees 47 minutes 29 seconds East, a distance of 455.54 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 89 degrees 47 minutes 59 seconds West, a distance of 560.36 feet to the
Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 00 degrees 57 minutes 50 seconds East, a distance of 317.90 feet to the True Point
of Beginning;
Except all mineral rights as reserved to the United States of America as set forth in Patent
recorded in Document No. 85-125199
Parcel 2 – 202-18-018L
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
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follows:
Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West, a distance of 993.91 feet to a point on the
North line of the Northeast quarter of the Southeast quarter of Section 4, also being the True
Point of Beginning;
Thence North 89 degrees 43 minutes 57 seconds West, a distance of 320.58 feet to the Northwest
corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence South 00 degrees 27 minutes 50 seconds West, a distance of 1316.56 feet to the
Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence South 89 degrees 47 minutes 59 seconds East, a distance of 560.35 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 14 degrees 47 minutes 29 seconds West, a distance of 455.54 feet to a point;
Thence North 00 degrees 27 minutes 45 seconds East, a distance of 438.00 feet to a point;
Thence North 14 degrees 51 minutes 32 seconds West, a distance of 453.72 feet to the True
Point of Beginning;
Except all mineral rights as reserved to the United States of America as set forth in Patent
recorded in Document No. 85-125199; and
Except the following described property:
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
follows:
Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West a distance of 1314.49 feet to the
Northwest corner of the Northeast quarter of the Southeast quarter of Section 4;
Thence South 00 degrees 27 minutes 50 seconds West, a distance of 996.66 feet to a point on
the West line of the Northeast quarter of the Southeast quarter of said Section 4, also being the
True Point of Beginning;
Thence North 74 degrees 43 mintues20 seconds East, a distance of 457.65 feet to a point;
Thence South 14 degrees 47 minutes 29 seconds East, a distance of 455.54 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
county/town101422(clds102122)(aws271022_v3)
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Thence North 89 degrees 47 minutes 59 seconds West, a distance of 560.36 feet to the
Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 00 degrees 57 minutes 50 seconds East, a distance of 317.90 feet to the True Point
of Beginning.
Parcel 3 - 202-18-018D
A parcel of land situated in the Southwest quarter of the Southeast quarter of Section 4,
Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona, and shown as G.L.O. Lot 9 on the Supplemental Township Plat of said
Section 4, being more particularly described as follows:
COMMENCING at a Brass Cap Monument, said point being Corner No. 4 of the Catherine Lode
Claim (U.S.M.S. No. 4096), and the TRUE POINT OF BEGINNING;
THENCE North 39 degrees 51 minutes 25 seconds West along the Northeasterly line of
said Catherine Lode Claim, a distance of 643.34 feet to a half-inch iron bar and a corner of
this parcel, said corner being on the North line of the Southwest quarter of the Southeast
quarter of said Section 4;
THENCE South 89 degrees 46 minutes 09 seconds East along said North line, a distance
of 1021.02 feet to a half-inch iron bar and a corner of this parcel, said corner being the
Northeast corner of said Southwest quarter of the Southeast quarter of Section 4;
THENCE South 00 degrees 30 minutes 30 seconds West along the East line of said
Southwest quarter of the Southeast quarter of Section 4, a distance of 46.24 feet to a
half-inch iron bar and a corner of this parcel, said corner being on the Northwesterly line of the
Columbian Lode Claim (U.S.M.S. No. 2685)
THENCE South 53 degrees 54 minutes 15 minutes West along said Northwesterly line of
the Columbian Lode Claim, a distance of 752.81 feet to a Brass Cap Monument, and the
TRUE POINT OF BEGINNING.
EXCEPT all mineral rights, as reserved unto the United States of America in Patent of
said land, recorded in Document No. 85-0125199, records of Maricopa County, Arizona.
Parcel 4 - 202-18-024A
A part of Government Lot 10 located in the Southeast quarter of the Southeast quarter of
Section 4, Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian,
Maricopa County, Arizona, being more particularly described as follows:
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COMMENCING at a marked government stone being the East quarter corner of Section 4,
Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona;
THENCE South 0 degrees 30 minutes 18 seconds East, a distance of 1315.02 feet to a
half inch rebar capped LS 15333 at the Northeast corner of said Lot 10;
THENCE North 89 degrees 47 minutes 59 seconds West along the North line of said Lot
10, a distance of 663.55 feet to a set half inch rebar capped LS 09753, said point also
being the TRUE POINT OF BEGINNING;
THENCE South 0 degrees 12 minutes 01 seconds West, a distance of 85.00 feet to a set
half inch rebar capped LS 09753;
THENCE North 89 degrees 47 minutes 59 seconds West, a distance of 330.03 feet to a
set half inch rebar capped LS 09753;
THENCE South 53 degrees 58 minutes 02 seconds West, a distance of 200.92 feet to a
set half inch rebar capped LS 09753, also being a point on the Northwest line of said Lot
10;
THENCE North 36 degrees 01 minutes 58 seconds West along said Northwest line, a
distance of 218.64 feet to a found half inch rebar capped LS 28891, also being a corner of
said Lot 10;
THENCE South 53 degrees 34 minutes 33 seconds West, a distance of 35.65 feet to a
found half inch rebar capped LS 16183, also being a corner of said Lot 10;
THENCE North 0 degrees 07 minutes 24 seconds East, a distance of 48.67 feet to a
found half inch rebar capped LS 15333, also being the Northwest corner of Lot 10;
THENCE South 89 degrees 47 minutes 59 seconds East, a distance of 650.00 feet along
the North line of said Lot 10 to the TRUE POINT OF BEGINNING.
Parcel 5 – APN 202-18-024B
Government Lot 10 in the Southeast Quarter of the Southeast Quarter of Section 4, Township 6,
Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona.
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EXHIBIT B
Attached to Purchase Agreement & Escrow Instructions
Form of
Special Warranty Deed
WHEN RECORDED RETURN TO:
Maricopa County
Attention: Director, Real Estate Dept.
2801 W. Durango St.
Phoenix, AZ 85009
EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3)
C-78-____-____-_____-____
SPECIAL WARRANTY DEED
In exchange for Ten Dollars and other good and valuable consideration, receipt of which
is acknowledged, Desert Foothills Land Trust, Inc., an Arizona nonprofit corporation,
(GRANTOR), hereby grants and conveys to MARICOPA COUNTY, a political subdivision of
the State of Arizona, and Town of Cave Creek, an Arizona municipal corporation (GRANTEES),
the following real property described in Exhibit “A”.
SUBJECT TO current real property taxes, assessments, reservations in patents, zoning and
other governmental restrictions, leases, 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 Properties.
GRANTOR hereby binds itself and their successors to warrant and defend the title to the
real Properties against all acts of the GRANTOR herein and no other subject to the matters set
forth above. No other covenants or warranties, express or implied, are given by this Special
Warranty Deed.
IN WITNESS WHEREOF, GRANTOR has set their hand and seal the day and year first above
written.
GRANTOR:
Desert Foothills Land Trust, Inc.,
an Arizona nonprofit corporation
By_________________________________
Name: Date
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ACKNOWLEDGEMENT OF GRANTOR
STATE OF ARIZONA
)
) SS.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this ___ day of
__________________, 20__, by _______________________, on behalf of Desert Foothills
Land Trust, Inc., an Arizona nonprofit corporation.
Notary Public (signature)
My Commission Expires: ______________
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ACCEPTED BY GRANTEE:
MARICOPA COUNTY, a political subdivision of the State of Arizona
By_________________________________
Bill Gates
Chairman of the Board of Supervisors
ATTEST:
____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
By___________________________________
Deputy County Attorney Date
ACCEPTED BY GRANTEE:
TOWN OF CAVE CREEK, an Arizona municipal corporation
By: _______________________________
Name Date
Title
APPROVED AS TO FORM:
By___________________________________
City Attorney Date
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EXHIBIT A
Attached to Special Warranty Deed
Legal Description
Parcel 1 – 202-18-018K
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
follows:
Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West a distance of 1314.49 feet to the
Northwest corner of the Northeast quarter of the Southeast quarter of Section 4;
Thence South 00 degrees 27 minutes 50 seconds West, a distance of 996.66 feet to a point on
the West line of the Northeast quarter of the Southeast quarter of said Section 4, also being the
True Point of Beginning;
Thence North 74 degrees 43 minutes 20 seconds East, a distance of 457.65 feet to a point;
Thence South 14 degrees 47 minutes 29 seconds East, a distance of 455.54 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 89 degrees 47 minutes 59 seconds West, a distance of 560.36 feet to the
Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 00 degrees 57 minutes 50 seconds East, a distance of 317.90 feet to the True Point
of Beginning;
Except all mineral rights as reserved to the United States of America as set forth in Patent
recorded in Document No. 85-125199
Parcel 2 – 202-18-018L
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
follows:
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Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West, a distance of 993.91 feet to a point on the
North line of the Northeast quarter of the Southeast quarter of Section 4, also being the True
Point of Beginning;
Thence North 89 degrees 43 minutes 57 seconds West, a distance of 320.58 feet to the Northwest
corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence South 00 degrees 27 minutes 50 seconds West, a distance of 1316.56 feet to the
Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence South 89 degrees 47 minutes 59 seconds East, a distance of 560.35 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 14 degrees 47 minutes 29 seconds West, a distance of 455.54 feet to a point;
Thence North 00 degrees 27 minutes 45 seconds East, a distance of 438.00 feet to a point;
Thence North 14 degrees 51 minutes 32 seconds West, a distance of 453.72 feet to the True
Point of Beginning;
Except all mineral rights as reserved to the United States of America as set forth in Patent
recorded in Document No. 85-125199; and
Except the following described property:
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
follows:
Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West a distance of 1314.49 feet to the
Northwest corner of the Northeast quarter of the Southeast quarter of Section 4;
Thence South 00 degrees 27 minutes 50 seconds West, a distance of 996.66 feet to a point on
the West line of the Northeast quarter of the Southeast quarter of said Section 4, also being the
True Point of Beginning;
Thence North 74 degrees 43 mintues20 seconds East, a distance of 457.65 feet to a point;
Thence South 14 degrees 47 minutes 29 seconds East, a distance of 455.54 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 89 degrees 47 minutes 59 seconds West, a distance of 560.36 feet to the
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Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 00 degrees 57 minutes 50 seconds East, a distance of 317.90 feet to the True Point
of Beginning.
Parcel 3 - 202-18-018D
A parcel of land situated in the Southwest quarter of the Southeast quarter of Section 4,
Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona, and shown as G.L.O. Lot 9 on the Supplemental Township Plat of said
Section 4, being more particularly described as follows:
COMMENCING at a Brass Cap Monument, said point being Corner No. 4 of the Catherine Lode
Claim (U.S.M.S. No. 4096), and the TRUE POINT OF BEGINNING;
THENCE North 39 degrees 51 minutes 25 seconds West along the Northeasterly line of
said Catherine Lode Claim, a distance of 643.34 feet to a half-inch iron bar and a corner of
this parcel, said corner being on the North line of the Southwest quarter of the Southeast
quarter of said Section 4;
THENCE South 89 degrees 46 minutes 09 seconds East along said North line, a distance
of 1021.02 feet to a half-inch iron bar and a corner of this parcel, said corner being the
Northeast corner of said Southwest quarter of the Southeast quarter of Section 4;
THENCE South 00 degrees 30 minutes 30 seconds West along the East line of said
Southwest quarter of the Southeast quarter of Section 4, a distance of 46.24 feet to a
half-inch iron bar and a corner of this parcel, said corner being on the Northwesterly line of the
Columbian Lode Claim (U.S.M.S. No. 2685)
THENCE South 53 degrees 54 minutes 15 minutes West along said Northwesterly line of
the Columbian Lode Claim, a distance of 752.81 feet to a Brass Cap Monument, and the
TRUE POINT OF BEGINNING.
EXCEPT all mineral rights, as reserved unto the United States of America in Patent of
said land, recorded in Document No. 85-0125199, records of Maricopa County, Arizona.
Parcel 4 - 202-18-024A
A part of Government Lot 10 located in the Southeast quarter of the Southeast quarter of
Section 4, Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian,
Maricopa County, Arizona, being more particularly described as follows:
COMMENCING at a marked government stone being the East quarter corner of Section 4,
Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa
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County, Arizona;
THENCE South 0 degrees 30 minutes 18 seconds East, a distance of 1315.02 feet to a
half inch rebar capped LS 15333 at the Northeast corner of said Lot 10;
THENCE North 89 degrees 47 minutes 59 seconds West along the North line of said Lot
10, a distance of 663.55 feet to a set half inch rebar capped LS 09753, said point also
being the TRUE POINT OF BEGINNING;
THENCE South 0 degrees 12 minutes 01 seconds West, a distance of 85.00 feet to a set
half inch rebar capped LS 09753;
THENCE North 89 degrees 47 minutes 59 seconds West, a distance of 330.03 feet to a
set half inch rebar capped LS 09753;
THENCE South 53 degrees 58 minutes 02 seconds West, a distance of 200.92 feet to a
set half inch rebar capped LS 09753, also being a point on the Northwest line of said Lot
10;
THENCE North 36 degrees 01 minutes 58 seconds West along said Northwest line, a
distance of 218.64 feet to a found half inch rebar capped LS 28891, also being a corner of
said Lot 10;
THENCE South 53 degrees 34 minutes 33 seconds West, a distance of 35.65 feet to a
found half inch rebar capped LS 16183, also being a corner of said Lot 10;
THENCE North 0 degrees 07 minutes 24 seconds East, a distance of 48.67 feet to a
found half inch rebar capped LS 15333, also being the Northwest corner of Lot 10;
THENCE South 89 degrees 47 minutes 59 seconds East, a distance of 650.00 feet along
the North line of said Lot 10 to the TRUE POINT OF BEGINNING.
Parcel 5 – APN 202-18-024B
Government Lot 10 in the Southeast Quarter of the Southeast Quarter of Section 4, Township 6,
Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona.
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EXHIBIT C
Attached to Purchase Agreement & Escrow Instructions
Form of
Conservation Easement
RECORDING REQUESTED BY AND
UPON RECORDING RETURN TO:
Executive Director
Desert Foothills Land Trust
P.O. Box 4861
Cave Creek, AZ 85327
--------------------SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY--------------------
GRANT DEED OF CONSERVATION AND INGRESS/EGRESS EASEMENT
THIS GRANT DEED OF CONSERVATION AND INGRESS/EGRESS EASEMENT
(“Conservation and Access Easement”) is made this _______ day of _________, 20xx by
MARICOPA COUNTY, a political subdivision of the State of Arizona (“County”), Town of
Cave Creek, an Arizona municipal corporation (Town) (hereinafter referred to as the "Grantor"),
to THE DESERT FOOTHILLS LAND TRUST, an Arizona nonprofit corporation (the
"Grantee").
Exhibits to this Grant Deed of Conservation and Access Easement consist of the
following:
Exhibit A- Legal Description of Real Property subject to Ingress/Egress Easement
Exhibit B- Legal Description of Ingress/Egress Easement
Exhibit C - Map of Real Property subject to Ingress/Egress Easement
Exhibit D – Legal Description of Real Property Subject to Conservation Easement
Exhibit E - Map of the Real Property subject to Conservation Easement
Exhibit F – Acknowledgement of Baseline Documentation Report
WHEREAS, Grantor is also the sole owner in fee simple of that certain real property
located in Maricopa County, Arizona, more particularly described on Exhibit "A" attached hereto
and incorporated by this reference (hereafter referred to as “the Access Property”); and
WHEREAS, Grantor is the sole owner in fee simple of that certain real property located
in Maricopa County, Arizona, consisting of approximately 29.9 acres, abutting the Access
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Property and more particularly described on Exhibit "A" attached hereto and incorporated by this
reference (hereafter referred to as “the Property”); and
WHEREAS, the Property remains in a substantially undisturbed natural state and
possesses significant natural, scenic, and open space values, including outstanding examples of
upland Sonoran Desert habitat, (collectively the “Conservation Values”) which are of great
importance to the Grantor, the Grantee, the people of the Town of Cave Creek, the people of
Maricopa County, the people of the State of Arizona, and the general public; and
WHEREAS, Grantor and Grantee agree that preservation, maintenance, and continuation
of land use patterns similar to those existing at the time of this grant will benefit not only the
Conservation Values of the Property but also help maintain the local character of Maricopa
County and the State of Arizona, and;
WHEREAS, the primary purpose of this easement is to protect these values of the
Property in perpetuity; and
WHEREAS, Grantor intends that these values be preserved and continued, in a manner
consistent with Grantor's private ownership, use, and quiet enjoyment of the Property; and
WHEREAS, the Conservation Values and other characteristics of the Property, its current
use and state of improvement, are described in a Baseline Report dated ___________, which has
been acknowledged in writing by both parties to be complete and accurate as of the date of this
easement, and executed copies of which are to be retained by the parties, and which is intended
to be used by Grantee to assure that any future changes in the use of the Property will be
consistent with the terms of this easement, but which is not intended to preclude the use of other
evidence to establish the present condition of the Property if there is a controversy over its use.
WHEREAS, Grantor further intends, as owner of the Property and the Access Property,
to convey to Grantee the right of ingress and egress on, over, across and through to Access
Property and to preserve and protect the Conservation Values of the Property, in perpetuity, in
accordance with the terms of this easement; and
WHEREAS, Grantee has identified itself as a private nonprofit corporation organized to
protect and conserve natural areas and ecologically significant lands for scientific, charitable, and
educational purposes, and is a “holder” under the terms of Section 33-271 of the Arizona
Revised Statutes and is a “qualified organization” within the provisions of Section 170(h) of the
Internal Revenue Code of 1986, as amended (the “IRS Code”), qualified to acquire and hold
conservation easements and meets the requirements of the IRS Code as a Section 501(c)(3)
exempt organization;
NOW THEREFORE, in consideration of the above and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is
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acknowledged by the parties, and pursuant to the Arizona statutes, particularly the Arizona
Conservation Easement Act, Arizona Revised Statutes, Sections 33-271 to 33-276, as amended,
Grantor hereby voluntarily grants and conveys to Grantee, its successors and assigns, (1) a
conservation easement in perpetuity over the Property of the nature and character and to the
extent hereinafter set forth ( "Conservation Easement") and (2) an ingress/egress easement in
perpetuity over the Access Property (“Access Easement”) .
Section 1.0. Purpose. The purpose of the Conservation Easement is to assure that the Property
will be retained in its natural, scenic, and open space condition in perpetuity, and to prevent any
use of the Property that will significantly impair or interfere with the Conservation Values of the
Property. Grantor intends that the Conservation Easement will restrict the use of the Property in
perpetuity to such permitted uses as are consistent with the Conservation Values of the Property.
Section 2.0. Grantee's Obligation. Grantee agrees, by accepting the Conservation
Easement, forever to honor the intentions of Grantor stated herein, and to preserve and protect
the Conservation Values of the Property.
Section 3.0. Permitted Uses and Practices. The following uses and practices, though not
an exhaustive recital of consistent uses and practices, are permitted on the Property under the
Conservation Easement, and these uses and practices shall not be precluded, prevented, or
limited by the Conservation Easement:
3.1
To construct, reconstruct, maintain and repair or remove existing fences on the
property as may be necessary for purposes reasonable and customary for management of
public access and wildlife, without any further permission of the Grantee.
3.2
To utilize the Property for personal, recreational, education and business activities
as long as such activity is consistent with the purpose of the Conservation Easement and
does not adversely impact the Conservation Values of the Property;
3.3
To use and operate motor vehicles upon and across the Property on existing roads
for ordinary and customary property management purposes and for such other purposes
as do not unreasonably and adversely impact the Conservation Values of the Property.
3.4
To use the property for walking, hiking, horseback riding and other low intensity
recreational uses consistent with the purpose of the Conservation Easement.
Section 4.0. Prohibited Uses. Any activity or use of the Property inconsistent with the
purposes of the Conservation Easement is prohibited. Without limiting the generality of the
foregoing, the following activities on and uses of the Property are expressly prohibited:
4.1
Development, construction, or placement of any billboard (or other commercial
sign unrelated to the Property), building or structure, on the Property, other than as
expressly permitted hereunder;
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4.2
Subdivision or division of the Property into two or more parcels, whether by
physical or legal process;
4.3
Dumping or accumulation of any kind of trash or debris on the Property;
4.4
Surface alteration other than necessary to accommodate the uses of the Property
authorized herein;
4.5
Any stocking or introduction of non-native species or other non-native organisms.
4.6
Any use or activity that causes or is likely to cause soil degradation or erosion or
pollution or degradation in the quality of any surface or subsurface waters.
4.7
Any pruning, cutting down, destruction, damaging, removing, clearing or other
disturbance of native vegetation or wildlife, except as necessary, in accordance with
generally accepted conservation practices, to control or prevent hazard, disease or fire.
4.8
Commercial filling, excavating, dredging, mining, drilling, and the exploration for or
extraction of minerals, hydrocarbons, soils, sand, gravel, rock, or other materials on or
below the surface of the Property.
4.9
The pumping of groundwater, diversion of surface water, use, exercise, sale, lease or
transfer of any water right(s).
Section 5.0. Water Rights. Grantor shall retain and reserve all groundwater,
appropriative, prescriptive, contractual or other water rights appurtenant to the Property.
Section 6.0. Reserved Rights. Grantor reserves to Grantor and to Grantor's personal
representatives, heirs, successors, and assigns, all rights accruing from the ownership of the
Property, including the right to engage in or permit, or to invite others to engage in, all uses of
the Property that are not expressly prohibited herein and that are not inconsistent with the
purposes of the Conservation Easement.
Section 7.0. Rights of Grantee. To accomplish the purposes of the Conservation
Easement, the following rights are conveyed to Grantee by the Conservation Easement:
7.1.
To take such actions as are reasonably necessary in order to preserve and protect
the Conservation Values of the Property including the right to prevent and correct
violations of the terms of the Conservation Easement; and
7.2.
On an annual basis, to enter upon the Property with 30 day written advance notice
to the Grantor in order to monitor Grantor's compliance with and otherwise enforce the
terms of the Conservation Easement, provided that such entry by Grantee shall not
unreasonably interfere with Grantor's use and quiet enjoyment of the Property and further
provided that such entry by Grantee and its agents or employees, who shall be mutually
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agreed upon in writing 30 days prior to monitoring, shall be at Grantee's sole risk and
upon the condition that Grantee and each person entering the Property at the behest of
Grantee assumes, to the maximum extent permitted by law, all risk associated with such
entry, including the risk of death, personal injury, and loss of property.
Section 8.0. Access Easement and Conservation Easement Access.
8.1
Non-vehicular Access Easement. Grantee shall have a non-exclusive eight (8) foot
wide pedestrian ingress/egress easement (legally described on Exhibit B) on, over, across and
through the Access Property (legally described on Exhibit A) for purposes of accessing the
Property and administering the Conservation Easement.
8.2
Conservation Easement Non-vehicular Access. Grantee shall have the right to enter
the Property at reasonable times, and upon prior reasonable notice to Grantor (except that such
notice is not required when Grantee believes in good faith that the Conservation Values of the
Property are at imminent and substantial risk), in order to (i) exercise its rights granted hereunder,
including without limitation the preservation and maintenance of the Property; (ii) to monitor
Grantor’s compliance with and otherwise enforce the terms of the Conservation Easement. Grantee
shall indemnify, defend and hold Grantor harmless from and against any claims, damages or
liability (including reasonable attorneys’ fees) resulting from Grantee’s exercise of its right of
entry, except to the extent that such claims, damages or liability arise from the negligence or
intentional acts of Grantor. Grantee shall not unreasonably interfere with Grantor’s use and quiet
enjoyment of the Property as long as such use does not interfere with the Conservation Values.
Section 9.0. Grantee's Remedies.
9.1
Grantee shall have the right to prevent and correct violations of the terms of the
Conservation Easement by injunction or other legal or equitable remedy, including, but
not limited to any man-made activity on or use of the Property that is inconsistent with
the purposes of the Conservation Easement, or which may be, in Grantee's opinion,
reasonably expected to have material adverse impact on the Conservation Values of the
Property, and to require the restoration of such areas or features of the Property that are
damaged by any activity or use that is inconsistent with the purposes of the Conservation
Easement. If the Grantee finds what it believes is a violation of the Conservation
Easement relating to the consistency of any use or activity within the purposes of the
Conservation Easement, the Grantee shall first give not less than thirty (30) days written
notice to the Grantor specifying the nature of use or activity that is prohibited by the
Conservation Easement or that is inconsistent with the purposes of the Conservation
Easement. Except when an ongoing or imminent violation could irreversibly diminish or
impair the Conservation Values of the Property, Grantor shall have thirty (30) days from
delivery of Grantee's notice in which to correct the violation(s) described in such notice,
and Grantee shall not take any further action during such period. In the event that the
violation is of a type that it cannot be cured or corrected within the thirty (30) day notice
and cure period, and if Grantor shall commence to cure or correct the same within such
period and shall diligently pursue such cure or correction thereafter, Grantor shall not be
deemed to be in violation and Grantee shall take no further action pending the cure or
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correction of such violation. If the Grantor fails to cure the identified violation, Grantor
and Grantee shall enter into arbitration to resolve the dispute. The arbitrator shall be
mutually approved. The foregoing does not preclude either party from bringing an action
at law or in equity to enforce this Conservation Easement.
9.2
Enforcement of the terms of this Conservation and Access Easement shall be at
the discretion of Grantee and any forbearance by Grantee to exercise its rights under the
Conservation Easement in the event of any breach of any term of this Conservation and
Access Easement shall not be construed to be a waiver of such term or of any subsequent
breach of the same or any other term of this Conservation and Access Easement or of
Grantee's rights under this Conservation and Access Easement. No delay or omission by
Grantee in the exercise of any right or remedy upon any breach shall impair such right or
remedy or be construed as a waiver of such right or remedy.
9.3.
Nothing contained in this Conservation and Access Easement shall be construed
to entitle Grantee to bring any action against Grantor for any injury to or change in the
Conservation Property resulting from causes beyond Grantor's control, including, without
limitation, fire, flood, storm, and earth movement, or from any prudent action taken by
Grantor under emergency conditions to prevent, abate, or mitigate any threatened or
actual significant injury to the Property resulting from such causes.
9.4.
In connection with any action to enforce the terms of this Conservation and
Access Easement, in addition to injunctive relief, Grantee shall be entitled to recover the
cost of restoring the Property to its condition existing prior to such violation. Said
remedies shall be cumulative and shall be in addition to all remedies now or hereafter
existing at law or in equity.
9.5
In any litigation or arbitration proceeding under this Conservation and Access
Easement, the prevailing party shall be entitled to recover from the other party for its
expenses, including, but not limited to, reasonable attorneys' fees and costs of litigation.
The failure of Grantee to discover a violation or to take immediate legal action shall not
bar Grantee from doing so at a later time.
Section 10.0. Costs and Liabilities. Grantor retains all responsibilities and shall bear all
costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of
the Property. Grantor shall pay any and all taxes, assessments, fees, and charges levied or
assessed by competent authority on the Property.
Section 11.0. Assignment of Grantee's Interest. Grantee's rights and interest in the
Conservation and Access Easement are transferable only to a "qualified organization" within the
meaning of Section 170(h) of the Internal Revenue Code of 1986, as amended (or any successor
provision then applicable), and the applicable Regulations promulgated hereunder. As a
condition of such assignment, Grantee must convey the Conservation Easement and the Access
Easement together and shall require that the assignee expressly accept such assignment, assume
the obligations of Grantee hereunder, and agree in writing that the conservation purposes that
this grant is intended to advance shall continue to be carried out following the assignment.
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Section 12.0. Subsequent Transfers. Grantor agrees to incorporate the terms of this
Conservation and Access Easement in any deed or other legal instrument by which Grantor
divests itself of any interest in all or a portion of the Property, including, without limitation, a
leasehold interest. Grantor further agrees to give written notice to Grantee of the transfer of any
interest in the Property subject to this Conservation and Access Easement at least thirty (30) days
prior to the date of such transfer. The failure of Grantor to perform any act required by this
paragraph shall not impair the validity of this Easement or limit its enforceability in any way.
Section 13.0. Extinguishment. If circumstances arise in the future that render the
purposes of this Conservation and Access Easement impossible to accomplish, this Conservation
and Access Easement can only be terminated or extinguished, whether in whole or in part, by
judicial proceedings in a court of competent jurisdiction, and the amount of the proceeds to
which Grantee shall be entitled, after the satisfaction of prior claims, from any sale, exchange or
involuntary conversion of all or any portion of the Property subsequent to such termination or
extinguishment, shall be determined, unless otherwise provided by Arizona law at the time, in
accordance with Paragraph 14 below. Grantee shall use all such proceeds in a manner consistent
with the conservation purposes of this grant.
Section 14.0. Proceeds. This Conservation and Access Easement constitutes a real
property interest immediately vested in Grantee, which, for the purposes of Sections 13 and 15,
the parties stipulate to have a fair market value determined by multiplying the fair market value
of the Property unencumbered by the Conservation Easement (minus any increase in value after
the date of this grant attributable to improvements) by the ratio of the value of the Conservation
Easement and Access Easement at the time of this grant to the value of the Property, without
deduction for the value of the Conservation Easement and the Access Easement, at the time of
this grant. For the purposes of this Conservation and Access Easement, the fair market value of
the Property shall be established by an appraisal prepared by a licensed appraiser, and the
percentage set forth above shall remain constant.
Section 15.0. Condemnation. If the Property or the Access Property or any other right or
interest hereunder is taken, in whole or in part, by exercise of the power of eminent domain,
Grantee shall be entitled to compensation in accordance with applicable law. Grantee shall use all
such proceeds in a manner consistent with the conservation purposes of this grant.
Section 16.0. General Provisions.
16.1
Notices. Any notice, demand, request, consent, approval, or communication that
either party desires or is required to give to the other shall be in writing and either served
personally or sent by first class mail, postage prepaid, to the other party at the address
shown below.
Grantor: Maricopa County
Town of Cave Creek
Attn: Director, Real Estate Department
Att: Town Manager
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2801 W. Durango Street
37622 N. Cave Creek Rd.
Phoenix, AZ 85009
Cave Creek, AZ. 85331
Alex.smith@maricopa.gov
Grantee:
President & CEO
Desert Foothills Land Trust
P.O. Box 4861
Cave Creek, AZ 85327
16.2
Title. Grantor warrants that Grantor has good title to the Property and the Access
Property; that the Grantor has the right to convey this Conservation and Access
Easement; and that the property is free and clear of any encumbrances, except those
encumbrances of record which have not been subordinated to this Conservation and
Access Easement and which Grantee has found acceptable.
16.3. Joint Obligation. The obligations imposed by this Conservation and Access
Easement upon Grantors shall be joint and several.
16.4. Grant in Perpetuity. The Conservation Easement and Access Easement herein
granted shall be a burden upon and shall run with the Property and the Access Property,
respectively, in perpetuity and shall bind the Grantor and Grantor's respective personal
representatives, heirs, successors, and assigns forever.
16.5. Termination of Rights and Obligations. A party's rights and obligations under this
Conservation and Access Easement terminate upon transfer of party's interest in the
Conservation and Access Easement or Property or Access Property, respectively, except
that liability for acts or omissions occurring prior to transfer shall survive transfer.
16.6. Liberal Construction. Any general rule of construction to the contrary
notwithstanding, this Conservation and Access Easement shall be liberally construed in
favor of the grant to affect the purposes of this Conservation and Access Easement and
the policy and purposes of the Act as amended. If any provision of this instrument is
found to be ambiguous, invalid, or unenforceable, an interpretation consistent with the
purposes of this Easement that would render the provision valid and enforceable shall be
favored over interpretation that would render it invalid or unenforceable.
16.7. Severability. If any provision of this Conservation and Access Easement, or the
application thereof, is found to be invalid, the remainder of the provisions of this
Conservation and Access Easement, or the application of such provision to circumstances
or persons other than those to which it is found invalid, shall not be affected.
16.8. Entire Agreement. This instrument sets forth the entire agreement between the
parties with respect to this Conservation and Access Easement.
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16.9
Governing Law. The laws of the State of Arizona and the United States shall
govern the validity, performance, and enforcement of this Conservation and Access
Easement. Notwithstanding which of the parties may be deemed to have prepared this
Conservation and Access Easement, this Conservation and Access Easement shall not be
interpreted either for or against Grantor or Grantee, but this Conservation and Access
Easement shall be interpreted in accordance with the general tenor of the language in an
effort to carry out the purposes of this Conservation and Access Easement.
16.10 Environmental Warranty. The Grantor warrants (without having undertaken any
particular inquiry) that Grantor has no actual knowledge of a release or threatened release
of Hazardous Materials, including substances or wastes, on the Property or the Access
Property. Grantor warrants that Grantor has received no notices from any governmental
authority of any alleged violation or alleged violation, non-compliance or alleged non-
compliance with or any liability under any Environmental Law relating to the operations
or conditions of the Property or Access Property.
16.11 Amendment. If circumstances arise under which an amendment to or
modification of this Conservation and Access Easement would be appropriate, Grantor
and Grantee are free to jointly amend this provided that (1) no amendment shall be
allowed that will affect the qualification of this Conservation and Access Easement as a
qualified conservation contribution or the status of the Grantee under any applicable laws
including Section 170(h) of Code, (2) any amendment shall be consistent with the
purposes of this Conservation and Access Easement set forth in the Recitals herein, (3)
any amendment shall not affect its perpetual duration and (4) any amendment shall be in
writing, signed, sealed and acknowledged by both Grantor and Grantee, or their
respective successors and assigns, and recorded in Maricopa County, Arizona.
16.12 Time. Time is of the essence of this Conservation and Access Easement.
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IN WITNESS WHEREOF, Grantor has executed this Grant Deed of Conservation and
Ingress/Egress Easement this _________ day of ______________________, 20__.
GRANTOR:
COUNTY:
TOWN:
MARICOPA COUNTY,
TOWN OF CAVE CREEK, an
a political subdivision of the State of Arizona
Arizona municipal corporation
By:_______________________________
BY:____________________________
Bill Gates
Date
Ernie Bunch Date
Chair of the Board of Supervisors
Mayor
ATTEST:
ATTEST:
_________________________________
______________________________
Clerk of the Board
Date
Town Clerk
Date
STATE OF ARIZONA
)
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was subscribed, sworn to, and acknowledged before me this
___________day of _______________________, 20___ by Bill Gates, Chairman of the Board
of Supervisors, Maricopa County, a political subdivision of the State of Arizona, as Grantor.
______________________________
Notary Public
My Commission expires:
STATE OF ARIZONA
)
) ss.
COUNTY OF MARICOPA )
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The foregoing instrument was subscribed, sworn to, and acknowledged before me this
___________day of _______________________, 20___ by Ernie Bunch, Mayor, Town of Cave
Creek, an Arizona municipal corporation, as Grantor.
______________________________
Notary Public
My Commission expires:
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The undersigned Grantee hereby accepts the foregoing Grant of Easement.
THE DESERT FOOTHILLS LAND TRUST
A Nonprofit Corporation
By ___________________________________
President
Dated ____________________________, 20___
STATE OF ARIZONA
)
) ss.
COUNTY OF __________
)
The foregoing instrument was subscribed, sworn to, and acknowledged before me
This________day of _______________, 20___ by ______________, the President of THE
DESERT FOOTHILLS LAND TRUST, a Nonprofit Corporation, as Grantee.
______________________________
Notary Public
My Commission expires:
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EXHIBIT A
ACCESS PROPERTY
The Catherine Lode Mining Claim, designated by the Surveyor General as survey No. 4096
embracing a portion of section 4, Township 6 North, Range 4 East of the Gila and Salt River Base
and Meridian, Maricopa County, Arizona, in the Cave Creek Mining District, as conveyed and more
particularly described in Patent recorded in Book 248 of Deeds, Page 400.
The Columbian Lode Mining Claim, designated by the Surveyor General as Survey No. 2685,
embracing a portion of the unsurveyed domain in the cave Creek Mining District, as conveyed and
more particularly described in Patent recorded in Book 99 of Deeds, Page 10.
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EXHIBIT B
ACCESS EASEMENT
BEING a parcel of land situated in Maricopa County, Arizona and located in Section 4,
Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian and being a
portion of the Columbian Mine Lode, Survey No. 2685 and also being a portion of the Catherine
Mine Lode, Survey No. 4096 said parcel being eight (8) feet in width and being four (4) feet on
each side of the following described centerline:
BEGINNING at a point in the southwesterly line of said Columbian Mine Lode, from which a
5/8-inch iron rod found and accepted for the south comer of said Mind Lode bears, South 36
degrees 08 minutes 12 second East, a distance of 580.00 feet and from said 5/8-inch iron rod a 4"
x 4" wood post in a cairn found for the east comer of said Mine Lode bears, North 53 degrees 51
minutes 49 seconds East, a distance of 1,489.83 feet;
THENCE parallel with the northwesterly line of said Columbian Mine Lode North 53 degrees 51
minutes 03 seconds East, a distance of 102.71 feet to the point of curvature of a curve to the left
having a radius of 150.00 feet;
THENCE northeasterly with the arc of said curve to the left, through a central angle of 42
degrees 36 minutes 29 seconds passing a common line of said Columbian Mine Lode and said
Catherine Mine Lode at a distance of 78.35 feet, continuing in all a total distance of 111.55 feet
to the point of tangency;
THENCE North 11 degrees 14 minutes 34 seconds East, a distance of 231.20 feet to the point of
curvature of a curve to the right having a radius of 100.00 feet;
THENCE northeasterly along the arc of said curve to the right through a central angle of 88
degrees 06 minutes 40 seconds for a distance of 153.78 feet to the point of tangency;
THENCE South 80 degrees 38 minutes 46 seconds East, a distance of 96.56 feet to the point of
curvature of a curve to the right having a radius of 40.00 feet;
THENCE southeasterly along the arc of said curve to the right through a central angle of 70
degrees 58 minutes 46 seconds for a distance of 49.55 feet to the point of curvature of a reverse
curve to the left having a radius of 40.00 feet;
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THENCE southeasterly along the arc of said reverse curve to the left through a central angle of
68 degrees 09 minutes 50 seconds for a distance of 47.59 feet to the point of tangency;
THENCE South 77 degrees 49 minutes 50 seconds East, passing the aforementioned common
line of the Columbian and Catherine Mine Lodes at a distance of 17.97 feet from which a brass
cap found for the east comer of said Catherine Mine Lode bears, North 53 degrees 51 minutes 03
seconds East, a distance of 96.32 feet, continuing in all a total distance of 162.58 feet to the point
of curvature of a curve to the left having a radius of 200.00 feet;
THENCE along the arc of said curve to the left through a central angle of 30 degrees 43 minutes
04 seconds for a distance of 107.22 feet to the point of tangency;
THENCE North 71 degrees 27 minutes 06 seconds East, a distance of 331.72 feet to the point of
curvature of a curve to the left having a radius of 100.00 feet;
THENCE northeasterly along the arc of said curve to the left through a central angle of 26
degrees 14 minutes 06 seconds for a distance of 45.79 feet to the point of tangency;
THENCE North 45 degrees 13 minutes 00 seconds East, a distance of 340.49 feet to a point in
the northeasterly line of said Columbian Mine Lode same being the southwesterly line of that
certain tract of land as described by deed recorded in Document No. 89-128512 of the Maricopa
County Records, and from said point a 4" x 4" wood post in a cairn found in said northeasterly
line bears, South 36 degrees 11 minutes 32 seconds East, a distance of 82.31 feet, said point
being the END of this centerline description.
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EXHIBIT C
Access Easement Map
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EXHIBIT D
Parcel 1 – 202-18-018K
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
follows:
Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West a distance of 1314.49 feet to the
Northwest corner of the Northeast quarter of the Southeast quarter of Section 4;
Thence South 00 degrees 27 minutes 50 seconds West, a distance of 996.66 feet to a point on
the West line of the Northeast quarter of the Southeast quarter of said Section 4, also being the
True Point of Beginning;
Thence North 74 degrees 43 minutes 20 seconds East, a distance of 457.65 feet to a point;
Thence South 14 degrees 47 minutes 29 seconds East, a distance of 455.54 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 89 degrees 47 minutes 59 seconds West, a distance of 560.36 feet to the
Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 00 degrees 57 minutes 50 seconds East, a distance of 317.90 feet to the True Point
of Beginning;
Except all mineral rights as reserved to the United States of America as set forth in Patent
recorded in Document No. 85-125199
Parcel 2 – 202-18-018L
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
follows:
Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West, a distance of 993.91 feet to a point on the
North line of the Northeast quarter of the Southeast quarter of Section 4, also being the True
Point of Beginning;
Thence North 89 degrees 43 minutes 57 seconds West, a distance of 320.58 feet to the Northwest
corner of the Northeast quarter of the Southeast quarter of said Section 4;
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Thence South 00 degrees 27 minutes 50 seconds West, a distance of 1316.56 feet to the
Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence South 89 degrees 47 minutes 59 seconds East, a distance of 560.35 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 14 degrees 47 minutes 29 seconds West, a distance of 455.54 feet to a point;
Thence North 00 degrees 27 minutes 45 seconds East, a distance of 438.00 feet to a point;
Thence North 14 degrees 51 minutes 32 seconds West, a distance of 453.72 feet to the True
Point of Beginning;
Except all mineral rights as reserved to the United States of America as set forth in Patent
recorded in Document No. 85-125199; and
Except the following described property:
A part of the Northeast quarter of the Southeast quarter of Section 4, Township 6 North, Range 4
East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as
follows:
Commencing at the East quarter corner of said Section 4;
Thence North 89 degrees 43 minutes 57 seconds West a distance of 1314.49 feet to the
Northwest corner of the Northeast quarter of the Southeast quarter of Section 4;
Thence South 00 degrees 27 minutes 50 seconds West, a distance of 996.66 feet to a point on
the West line of the Northeast quarter of the Southeast quarter of said Section 4, also being the
True Point of Beginning;
Thence North 74 degrees 43 mintues20 seconds East, a distance of 457.65 feet to a point;
Thence South 14 degrees 47 minutes 29 seconds East, a distance of 455.54 feet to a point on the
South line of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 89 degrees 47 minutes 59 seconds West, a distance of 560.36 feet to the
Southwest corner of the Northeast quarter of the Southeast quarter of said Section 4;
Thence North 00 degrees 57 minutes 50 seconds East, a distance of 317.90 feet to the True Point
of Beginning.
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Parcel 3 - 202-18-018D
A parcel of land situated in the Southwest quarter of the Southeast quarter of Section 4,
Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona, and shown as G.L.O. Lot 9 on the Supplemental Township Plat of said
Section 4, being more particularly described as follows:
COMMENCING at a Brass Cap Monument, said point being Corner No. 4 of the Catherine Lode
Claim (U.S.M.S. No. 4096), and the TRUE POINT OF BEGINNING;
THENCE North 39 degrees 51 minutes 25 seconds West along the Northeasterly line of
said Catherine Lode Claim, a distance of 643.34 feet to a half-inch iron bar and a corner of
this parcel, said corner being on the North line of the Southwest quarter of the Southeast
quarter of said Section 4;
THENCE South 89 degrees 46 minutes 09 seconds East along said North line, a distance
of 1021.02 feet to a half-inch iron bar and a corner of this parcel, said corner being the
Northeast corner of said Southwest quarter of the Southeast quarter of Section 4;
THENCE South 00 degrees 30 minutes 30 seconds West along the East line of said
Southwest quarter of the Southeast quarter of Section 4, a distance of 46.24 feet to a
half-inch iron bar and a corner of this parcel, said corner being on the Northwesterly line of the
Columbian Lode Claim (U.S.M.S. No. 2685)
THENCE South 53 degrees 54 minutes 15 minutes West along said Northwesterly line of
the Columbian Lode Claim, a distance of 752.81 feet to a Brass Cap Monument, and the
TRUE POINT OF BEGINNING.
EXCEPT all mineral rights, as reserved unto the United States of America in Patent of
said land, recorded in Document No. 85-0125199, records of Maricopa County, Arizona.
Parcel 4 - 202-18-024A
A part of Government Lot 10 located in the Southeast quarter of the Southeast quarter of
Section 4, Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian,
Maricopa County, Arizona, being more particularly described as follows:
COMMENCING at a marked government stone being the East quarter corner of Section 4,
Township 6 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona;
THENCE South 0 degrees 30 minutes 18 seconds East, a distance of 1315.02 feet to a
half inch rebar capped LS 15333 at the Northeast corner of said Lot 10;
THENCE North 89 degrees 47 minutes 59 seconds West along the North line of said Lot
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10, a distance of 663.55 feet to a set half inch rebar capped LS 09753, said point also
being the TRUE POINT OF BEGINNING;
THENCE South 0 degrees 12 minutes 01 seconds West, a distance of 85.00 feet to a set
half inch rebar capped LS 09753;
THENCE North 89 degrees 47 minutes 59 seconds West, a distance of 330.03 feet to a
set half inch rebar capped LS 09753;
THENCE South 53 degrees 58 minutes 02 seconds West, a distance of 200.92 feet to a
set half inch rebar capped LS 09753, also being a point on the Northwest line of said Lot
10;
THENCE North 36 degrees 01 minutes 58 seconds West along said Northwest line, a
distance of 218.64 feet to a found half inch rebar capped LS 28891, also being a corner of
said Lot 10;
THENCE South 53 degrees 34 minutes 33 seconds West, a distance of 35.65 feet to a
found half inch rebar capped LS 16183, also being a corner of said Lot 10;
THENCE North 0 degrees 07 minutes 24 seconds East, a distance of 48.67 feet to a
found half inch rebar capped LS 15333, also being the Northwest corner of Lot 10;
THENCE South 89 degrees 47 minutes 59 seconds East, a distance of 650.00 feet along
the North line of said Lot 10 to the TRUE POINT OF BEGINNING.
Parcel 5 – APN 202-18-024B
Government Lot 10 in the Southeast Quarter of the Southeast Quarter of Section 4, Township 6,
Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona.
county/town101422(clds102122)(aws271022_v3)
Spur Cross Ranch Conservation Area
Page 47 of 48
EXHIBIT E
Conservation Property and Conservation Easement Map
county/town101422(clds102122)(aws271022_v3)
Spur Cross Ranch Conservation Area
Page 48 of 48
EXHIBIT F
Acknowledgement of Baseline Documentation Report
The Grantor and Grantee acknowledge that each has read the
"Baseline Survey Report, Spur Cross Ridge" dated ______________, 2022
(the "Report"), and that the Report accurately reflects the condition of the
Property subject to the Easement as of the date of the conveyance of the
Easement.
GRANTOR:
MARICOPA COUNTY
By: _________________________________
Its: _________________________________
TOWN OF CAVE CREEK
By: _________________________________
Its: _________________________________
GRANTEE:
DESERT FOOTHILLS LAND TRUST, an
Arizona non-profit corporation.
By: _________________________________
Its: _________________________________