PURCHASE AGREEMENT - TW-29C-EX.PDF

Flood Control District

of Maricopa County ;
Project No.: 202.01.12
FCD Parcel No.: TW-29C-EX
Assessor's Parcel No.: Portion of 503-73-032
PURCHASE AGREEMENT

AND ESCROW INSTRUCTIONS

Agreement made on June 20, 2022, by and between:

Arizona Public Service Company, an Arizona corporation, with an address of 400 N. 5"
Street, Phoenix, AZ 85004, hereinafter referred to as “Buyer”.

AND

Flood Control District of Maricopa County, a political subdivision of the State of Arizona,
with the address of c/o Real Estate Department, 2801 W. Durango, Phoenix AZ, 85009, hereinafter
referred to as “Seller”,

Buyer was the successful bidder at public auction held on June 20, 2022 based upon an Invitation for
Public Auction (“Bid Package”) dated May 19, 2022.

"Agreement" means, when fully executed by Seller and Buyer, this Purchase Agreement and
Escrow Instructions,

WITNESSETH

THAT Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, the property
described on Exhibit A, declared by the Maricopa County Board of Directors to be excess vacant land
by Agenda Item C-69-22-062-X-00 approved on February 9' 2022, hereinafter referred to as the
“Property”. The legal description of the Property is set forth on Exhibit A attached hereto and made
a part hereof.

Buyer acknowledges that the Property is encumbered by and sold subject to a Twenty (20) year lease
agreement benefitting Arizona Public Service Company for an electric substation.

Seller will convey the property to Buyer by Quitclaim Deed as set forth in the “Bid Package”.

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1. PURCHASE PRICE and other Buyer costs. The purchase price or consideration shall be Four
Hundred Seventy-Five Thousand DOLLARS ($475,000.00). In addition, Buyer shall pay to the
Seller Fee Reimbursements which includes the full cost of the appraisal and the cost of the
preliminary title report.

1.01. Payments. Payment shall be made as follows:

Bid Deposit previously deposited by Buyer at

public auction $ 152,750.00
Previously deposited appraisal fee reimbursement $ 1,500.00
Previously deposited title report fee reimbursement $ 750.00
Total Auction Deposit $ 155,000.00

The Arizona Public Service Company will pay the costs of any escrow services and/or title insurance
desired by it, but may, at its option, waive escrow and/or title insurance. Upon such waiver, the
references to Title Company, Escrow Agent, and title insurance herein are not applicable. If this
transaction is not handled through a title company, the conveyance will be delivered direct to Arizona
Public Service Company and payment will be made direct from the Grantee to the Grantor after
approval and acceptance by Arizona Public Service Company and the final filing and recording of the
documents.

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2. SELLER'S REPRESENTATIONS.

a) Seller makes no representations whatsoever regarding conditions or features of
the subject property.

b) Seller makes no representation as to zoning, access to parcel, availability of
utilities, or development potential of the site.

c) Upon completion of the recording of the conveyance deed to the Buyer, Buyer
shall become responsible for any real property taxes and assessments as provided
by law.

3. TITLE COMMITMENT.

3.01. Preliminary Title Report. Within the Bid Package, the Seller has provided to Buyer,
at Buyer’s expense, a current preliminary title report or commitment for title insurance to be issued
concerning the Property (the "Title Report"). Further, any updates, supplements or amendments to
the Title Report shall be delivered to Buyer.

3.02. No Obligation to Act. Except with respect to any title exception intentionally and
voluntarily created by Seller after the issuance of the Title Report, nothing herein shall be deemed to
impose on Seller any obligation to bring any action or proceeding, or to expend any unreasonable (in
Seller's sole and absolute discretion) sum or effort in order to fulfill any condition, nor shall Buyer
otherwise have any right or action against Seller in respect thereof. The Buyer may procure an
extended coverage title insurance policy, if available, at the Buyer's option, in which event the Buyer
shall pay the amount of increased premium and the cost of any survey necessary to obtain extended
coverage title insurance issued through the Escrow Agent in the form in use on the date of issue,
insuring the Buyer in the amount of the Purchase Price of the Property, that upon Close of Escrow,
title to the Property is subject only to the regular printed exceptions contained in said policy, current
taxes and assessments, and such restrictive covenants of record, easements, reservations in patents
and other obligations, liabilities, liens, encumbrances and other matters as Buyer, in Buyer's sole
discretion, may specifically approve, in writing, or be deemed to have approved.

4. ACCESS TO PROPERTY. Buyer shall not access the Property prior to Close of Escrow unless
Buyer shall first obtain a Right-of-Way Permit from Seller. Any Right-of-Way Permit issued to
Buyer shall contain a condition providing the option to allow a representative of the Seller to be
present any time Buyer accesses the Property.

5. BUYER'S REPRESENTATIONS AND AGREEMENTS. Simultaneously with execution of
this Agreement, Buyer shall provide proof of legal authority to execute this Agreement and to
consummate all of the transactions hereby contemplated.

6: DOCUMENTS. At or before the Close of Escrow, Seller shall deliver to Escrow Agent all

documents as shall be reasonably required by Escrow Agent as a condition to insuring title to the
Property.

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7. BREACH OF AGREEMENT, DAMAGES.

a) In the event of (i) the breach or non-performance of this Agreement by Seller, Seller
shall be liable for all customary escrow cancellation charges and the Bid Deposit shall be returned to
Buyer. Such payments will be Buyer's sole and exclusive remedy in the event of default by Seller.
Buyer hereby waives and releases any right to (and hereby covenants that Buyer shall not) sue Seller
for (a) specific performance, or (b) damages.

b) In the event Buyer fails to close this transaction, other than due to the default of
Seller, Buyer shall be liable for all customary escrow cancellation charges and shall forfeit one-half
of the Bid Deposit, plus the cost of the appraisal and the cost of the preliminary title report, and such
charges shall be Seller's sole and exclusive remedy. Seller hereby waives and releases any right to
(and hereby covenants that Seller shall not) sue Buyer for (a) specific performance, or (b) damages.
Additionally, upon default, Buyer acknowledges that Seller may then offer to sell the Property to the
second highest bidder at the price bid by the second highest bidder, under the terms set for in the Bid
Package. Buyer further acknowledges that only upon successful close of escrow with the “subsequent
buyer” is Buyer entitled to a full refund of the Fee Reimbursements.

8. “AS IS, WHERE IS.” This sale is in a strict “AS IS, WHERE IS” condition, as set forth in the
“Bid Package”.

9. BROKER. There is no Real Estate Broker, the parties represent each to the other that no Real
Estate Broker is responsible for negotiating this transaction. If any real Estate Broker should make a
claim for commissions, the party whose action lead to such claim shall be solely responsible for the
resolution of such issue, including the obligation to indemnify, hold harmless and defend all other
parties hereto.

10. NOTICES. No notices, waiver or other communication under this Agreement shall be effective
unless in writing and personally served, sent by certified mail, return receipt requested, with postage
prepaid or by commercial express delivery service providing receipted delivery or by facsimile
transmissions provided confirmation of the completed transmission shall be retained. All such notices
shall be addressed to the parties at the addresses noted herein above. If personally served or sent via
commercial delivery service, any such matter shall be deemed given at the time of such service or, if
by mail, at the time of depositing same in a post office box regularly maintained by the United States
Postal Service.

11. ASSIGNMENT. This Agreement may not be assigned by Buyer without the written consent of
Seller. Because Buyer was the successful bidder at public auction, Seller has absolute discretion
whether to consent to or deny any proposed assignment.

12. GENERAL PROVISIONS:

a) Date of Agreement. The date of this Agreement for all purposes where such date
is referenced herein shall be the date on which the Maricopa County Board of Directors of the Flood
Control signs this Agreement, which date shall be inserted at the top of the first page hereof.

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b) Electronic Signatures. Each party agrees that this Agreement and any other
documents to be delivered in connection herewith may be electronically signed, and that any
electronic signatures appearing on this Agreement or such other documents are the same as
handwritten signatures for the purposes of validity, enforceability, and admissibility.

c) Counterparts. This Agreement may be signed in any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same instrument.

d) Applicable Law. This Agreement and the performance hereof shall be governed,
interpreted, construed and regulated by the laws of the State of Arizona.

e) 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.

f) Interpretation. Wherever herein the singular number is used, the same shall include
the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as
the context shall require.

g) 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.

h) Time. Time is of the essence of this Agreement. At the discretion of the Director
of the Maricopa County Real Estate Department, escrow may be extended by not more than 60 days.
Unless otherwise indicated, all periods of time referred to in this Agreement shall refer to calendar
days and shall include all Saturdays, Sundays and State or national holidays, provided that ifthe date
or last date to perform any act or give any notice with respect to this Agreement shall fall on a
Saturday, Sunday or State or national holiday, such act or notice may be timely performed or given
on the next succeeding day which is not a Saturday, Sunday or State or national holiday.

i) Waiver. Failure of any party to exercise any right or option arising out of a breach
of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent
or different breach, or the continuance of any existing breach.

j) Governing Law. This Agreement shall be deemed to be made under, and shall be
construed in accordance with and shall be governed by, the laws of the State of Arizona, and
arbitration proceedings, if applicable, or suit to enforce any provision of this Agreement or to obtain
any remedy with respect hereto may be brought in the Superior Court of the State of Arizona,
Maricopa County, and for this purpose each party hereby expressly and irrevocably consents to the
jurisdiction of said Court. This contract is subject to A.R.S. 38-511 and may be canceled pursuant
thereto.

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k) Expiration of Offer. Buyer shall execute this Agreement on date of auction and
Seller shall execute and deliver into escrow within Thirty (30) days after approval of the Board of
Directors. Upon Buyer's execution, this Agreement shall constitute an offer, which if not accepted
by Seller's execution and delivery to Escrow Agent within Thirty (30) of days of said Board approval,
shall be deemed to expire and be of no further force or effect, unless extended or otherwise agreed to
by Buyer in writing.

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BUYER:

ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation

rfl I) Bo gnekt

* Paul a Baumgayd¢

Its: Supervisor, Land Services

STATE OF ARIZONA )
)ss
COUNTY OF MARICOPA )

Before me, o : ; Notary Public in and for said County, State of Arizona,
on this day personally appeared Paul J. Baumgardt, known to me to be the person whose name is
subscribed to the forgoing instrument.

Given under my hand and seal of the office this 20th day of June 2022.

ee ie

Notary Public (signature)

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SELLER:

RECOMMENDED FOR APPROVAL: APPROVED:
FLOOD CONTROL DISTRICT BOARD OF DIRECTORS OF
OF MARICOPA COUNTY FLOOD CONTROL DISTRICT
OF MARICOPA COUNTY
DocuSigned by:
Midal Fulton 6/29/2022

61D71DC47EBB48C...

Michael A. Fulton, Director Date Bill Gates, Chairman of the Board date

DocuSigned by:
( AS— 6/28/2022 ATTEST:

F0612B0D565D4CC...
Alex Smith Date

Director
Maricopa County Real Estate Department

Clerk of the Board Date
STATE OF ARIZONA )
)ss
COUNTY OF MARICOPA )
Before me, , Notary Public in and for said County, State of Arizona,
on this day personally appeared , known to me to be the person whose

name is subscribed to the forgoing instrument as Chairman of the Board of the Political Subdivision
in the foregoing instrument.

Given under my hand and seal of the office this day of » 20

Notary Public (signature)

APPROVED AS TO FORM and within the powers and authority granted under the laws of the State
of Arizona and Maricopa County

‘DocuSigned by:

Wayve Puck 6/28/2022
— 82E0BD10DB52401... -
Flood Control District General Counsel Date

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Exhibit "A"
Parcel No. 503-73-032
Project No. 202.01.12
TRIBLY WASH SUB STATION
Ttem No. TW-29C-EX
DESCRIPTION

A parcel of land in the NOlihwest Quaiier of Section 13, Township 4 NOlih, Range 2 West ofthe Gila
and Salt River Base and Meridian. Maricopa County. Arizona, and being more paiiicularly described

2s follows:

Commencing at the NOlihwest comer of said Section 13, being an aluminum cap flush, from which
the Nolih Quaiier of said Section 13, a 5/8" rebar. bears South 89° 32'20" East, 2635.45 feet;

Thence South 9°32'29" East, 776.81 feet:

Thence South 00°27'31" West, 704.69 feet to the Point of Beginning:
Thence South 46°37'41" East, 350.00 feet:

Thence South 43°22'19" West, 580.00 feet:

Thence NO1ih 46° 37'412 West, 350.00 feet:

Thence NO1ih 43°22'19" East, 580.00 feet to the Point of Beginning.

The above described pace! contains 203,000 square feet or 4.6602 acres. more or less, and is depicted
on attached Exhibit B®

FLOOD CONTROL DISTRICT OF MARICOPA COUNTY
Prelim: 11/16/2021 | Chk: JA | Appr:
Rev.

Maricopa County Real Estate ‘Department

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TW-29C-EX Area: 202.973 square feet or 4.6596 acres

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MARICOPA COUNTY REAL ESTATE DEPARTMENT

TRIBLY WASH DETENTION BASIN AND FLOODWAY - EXCESS LAND

PROJECT No. 202.01. 12

MEM No. TW-25C-EX

DATE 11/18/2021 RW DB. Tech JA. Page

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