A. X-0298-EX - PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS.PDF

Project: TT0011-Estrella Pkwy. Phase I
MCDOT Item No.: X-0298-EX
Assessor's Parcel No.: 201-21-042A

MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

Agreement made on December 13", 2021, by and between:

Imperial Agua Fria II LLC with the address of 4600 E. Washington St., Ste. 300, Phoenix,
AZ, 85034, hereinafter referred to as “Buyer”.

AND

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”.

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

WITNESSETH

THAT Pursuant to A.R.S. § 11-251(9), Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller, the property legally described on Exhibit A attached hereto and made a
part hereof, declared by the Maricopa County Board of Supervisors to be excess vacant land by
Agenda Item C-91-11-043-M-00, approved on October 6, 2010, hereinafter referred to as the
“Property”.

Seller will convey the property to Buyer by Special Warranty Deed.

Page 1 of 11

1. PURCHASE PRICE AND OTHER BUYER COSTS

The purchase price or consideration shall be: Six Hundred Thousand and 00/100
($600,000.00) Dollars. In addition, Buyer shall pay to Seller Fee Reimbursement which

includes the full cost of the appraisal and the cost of the preliminary title report.

1.01.

1.02.

1.03.

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Payments. Payment shall be made as follows:

Bid Deposit previously deposited by Buyer at

public auction $ 21,500.00
Previously deposited appraisal report fee reimbursement

$ 1,400.00
Previously deposited title report fee reimbursement

$ 750.00
Total Auction Deposit

$ 23,650.00

The balance of the purchase price (plus any additional taxes, fees or other closing
costs) shall be paid to the Escrow Agent at or before the Close of Escrow by cash,
certified check, cashier's check or bank wire transfer

Close of Escrow. Close of Escrow shall occur on or before April 12, 2022,
which date shall be referred as the “Close of Escrow”. Escrow may be extended
up to 60 days at the discretion of the Director of the Maricopa County Real Estate
Department.

Bid Deposit Escrow. At Close of Escrow, Buyer shall be given full credit against
the purchase price for Bid Deposit in the amount of Twenty One Thousand
Five Hundred Dollars and 00/100 ($21,500.00). In addition, the Buyer shall
receive a credit from the Seller for the amount of Three Hundred Seventy-Five
Dollars ($375.00) which represents one-half of the cost of the preliminary title
report.

1.04. Escrow Officer.
a) The escrow agent (“Escrow Officer”) referred to in the Agreement shall be as
listed below:
Company: Pioneer Title Agency, Inc.
Address: 7310 N. 16" St., Ste. 250 Phoenix, AZ 85020

Agent: Jennifer Siverio
b) The Escrow Agent shall deliver the escrow funds in accordance with this
Agreement.

2. SELLER’S REPRESENTATIONS

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

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

2.03. Seller is a political subdivision of the State of Arizona, and therefore is exempt
from paying real property taxes. Upon completion of the recording of the
conveyance deed to the Buyer, Buyer shall become responsible for any real
property taxes and assessments as provided by law.

3. TITLE COMMITMENT

3.01. Preliminary Title Report. The Seller has provided to Buyer, at Buyer’s expense, a
current preliminary title report or commitment for title insurance to be issued
concerning the Property (the “Title Report”). Further, in the event that any
updates, supplements or amendments to the Title Report are subsequently
prepared, copies of such documents shall be delivered to Buyer.

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 conditions, 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
Buyers 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

Page 3 of 11

covenants of record, easements, reservations in patent 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 first obtains an
approval from County and agrees to and is in compliance with 4.01 through 4.06 herein.

4.01. Buyer’s Right of Entry

Upon full execution of the Agreement, Buyer and its agents or assigns, shall
have the right to enter the Property, at their sole cost and expense, for the
purposes of conducting a non-invasive site inspection and/or a Phase 1
environmental assessment. Seller has no obligation to cure or remove any matter
found as a result of the Buyer’s due diligence investigations.

4.02. Notification of Entry

Buyer must notify Seller of any dates Buyer will be on the Property to provide
Seller with the opportunity to be present (if so desired) at all time Buyer accesses
the Property. Contact for Seller for this purpose is John Gaffney at
John.Gaffney@maricopa.gov or (602) 506-8304 OR Steven Warburton at
Steven. Warburton@maricopa.gov or (602) 506-4746.

4.03. Insurance

Page 4 of 11

If Buyer chooses to enter the property for the purposes of conducting non-
invasive due diligence inspections contemplated above, Buyer shall obtain and
keep in force during the term of entry, a commercial general liability insurance
policy with a combined single limit of not less than $2,000,000 covering single
limit coverage per occurrence for bodily injury, personal injury and property and
workers’ compensation with limits not less than $2,000,000 for each accident,
and $2,000,000 disease policy limit. All policies of insurance required to be
provided hereunder by Buyer shall be issued by insurer(s) licensed and qualified
to do business in the State of Arizona, with a current A.M. Best Company rating
of at least B++VII. Prior to entry, Buyer shall deliver to Seller certificates of
insurance evidencing the existence and amounts of the policies on insurance
required pursuant to this section, as well as the deductibles.

4.04. Reports

Seller shall be named as a party authorized to view and rely on the results of any
report(s) produced by or on behalf of Buyer as a result of Buyer investigations
contemplated above and shall be provided with a copy of any such reports at
Buyer’s expense.

4.05. Damages

Buyer shall be solely responsible for any damage Buyer causes to the Property
prior to the Close of Escrow.

4.06. Claims arising out of entry

To the extent not prohibited by law, Buyer, and its agents or assigns, agree to
indemnify, defend, and hold harmless the Seller, as indemnitee from and against
any and all claims, losses, liability, costs, or expenses (including reasonable
attorney’s fees) (herein collectively referred to as Claims) arising out of Buyer’s
or its officers, officials, agents, employees, or contractors entry on to the
Property for the purposes of conducting the 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 buyer
and its officer, officials, agents, employees, or contractors.

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. All required approvals by the shareholders, partners, members and/or Board of
Directors of Buyer have been given to allow for the making and execution of this Agreement.
6. DOCUMENTS.

At or before the Close of Escrow, Seller shall deliver to Escrow Agent the following:

a) A Special Warranty Deed, duly executed and acknowledged on behalf of the
Board of Supervisors of the Seller, conveying the Property to the Buyer.

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

Page 5 of 11 ( )
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7, BREACH OF AGREEMENT, DAMAGES.

7.01 In the event of (i) the breach or non-performance of this Agreement by Seller, or
(ii) a default in the performance of any of its obligations hereunder by Seller,
Seller shall be liable for all customary escrow cancellation charges. 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.

7.02 In the event Buyer fails to close this transaction, other than due to the
default of Seller, Buyer shali 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.

8. “AS IS, WHERE IS.”
This sale is in a strict “AS IS, WHERE IS” condition.
9, BROKER.

The parties represent each to the other that a Real Estate Broker is not 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.
Seller has absolute discretion whether to consent to or deny any proposed assignment.

Page 6 of 11

12. GENERAL PROVISIONS:

12.01

12.02

12.03

12.04

12.05

12.06

Page 7 of 11

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 Supervisors signs this
Agreement, which date shall be inserted at the top of the first page hereof.

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.

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.

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.

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.

Time.

Time is of the essence of this Agreement. Any extension of time granted for the
performance of any duty under this Agreement shall not be considered an
extension of time for the performance of any other duty under this Agreement.
Unless otherwise indicated, all periods of time referred to in this Agreement shall

12.07

12.08

12.09

Page 8 of 11

refer to calendar days and shall include all Saturdays, Sundays and State or
national holidays, provided that if the 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.

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.

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.

Expiration of Offer.

Buyer shall execute this Agreement on date of auction and Seller shall execute and
deliver into escrow within 30 days after approval by the Maricopa County Board
of Supervisors. Upon Buyer's execution, this Agreement shall constitute an offer,
which if not accepted by Seller's execution and delivery to Escrow Agent within
30 days after 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.

BUYER: Imp

érial Agua Fria IJ LLC

enemies

Its: ___ Member/Manager

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 Robit K. Tripathi, known to me to be the Buyer
described in the foregoing instrument.

Given under my hand and seal of the office this (A day of

JOHN M. GAFFNEY
‘Motary Public - State of Arizona
MARICOPA COUNTY:
Commission # 83673,

Expires June 21, 2024

Page 9 of 11

ACCEPTANCE BY ESCROW OFFICER

The Purchase Agreement & Escrow Instructions are accepted on this ___4th day of
January » 2022 . Escrow will open upon receipt of the fully executed
Agreement.

O6--=

Escrow Officer

By:

Page 10 of 11

SELLER: MARICOPA COUNTY, a political subdivision of the State of Arizona

RECOMMENDED FOR APPROVAL: APPROVED AND ACCEPTED:
MARICOPA COUNTY MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION BOARD OF SUPERVISORS
DocuSigned by:
Junnifr Tate 12/29/2021
BQEBA52AGBR0469...
Jenniter Toth, P.E. Date Bill Gates, Chairman of the Board Date
Director
ATTEST:
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 Chairman of the Board of the political subdivision described in the foregoing instrument.

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

Notary Public (signature)

REAL ESTATE DEPARTMENT APPROVAL:

DocuSigned by:

[= a 12/29/2021
F0612B0DS85D4CC...

Alex Smith Date

Director

Maricopa County Real Estate Department
APPROVED AS TO FORM and within the powers and authority of the Board of Supervisors.
[ta Pat 1/3/2022

Sees County Attorney Date

Page 11 of 14

Parcel No, 201-21-042A
115™ AVENUE
(From Happy Valley Parkway to 115’ Avenue)
Item No. X-0298-EX

EXHIBIT “A”

LEGAL DESCRIPTION

A portion of Government Land Office (GLO) Lot 46, Section 6, Township 4 North, Range 1 East,
Gila and Salt River Meridian, Maricopa County, Arizona, being more particularly described as
follows:

COMMENCING at the West quarter corner of said Section 6;

thence South 00°04’14” East along the West line of the Southwest Quarter (SW4) of Section 6, a
distance of 985.66 feet to the Northwest corner of GLO Lot 46;

thence North 89°13’56” East along the North line of said GLO Lot 46, a distance of 65.12 feet to
the POINT OF BEGINNING;

thence continuing North 89°13’56” East, a distance of 724.14 feet;

thence South 00°20’09” East, a distance of 327.45 feet;

thence South 89°09'13” West, a distance of 196.37 feet to the beginning of a non-tangent curve,
the center of which bears South 75°11'23” West, a distance of 261.85 feet;

thence northwesterly, along the arc of said curve, through a central angle of 75°20'55”, for an arc
distance of 344.35 feet;

thence South 89°50’28” West, a distance of 143.68 feet to the beginning of a tangent curve to
the right with a radius of 131.85 feet;

thence northwesterly, along the arc of said curve, through a central angle of 87°40'23”, for an arc
distance of 201.75 feet to a point on the North line of said GLO Lot 46 and the POINT OF
BEGINNING.

The above described parcel contains 141,677 square feet or 3.2525 Acres more or less.

Page | of I

MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION
Prelim: lv 077292010 | Chk: App: AWG 2/26/2027
Rev:

Maricopa County Public Works Land & R/W Division

GRANTOR DATE

EXHIBIT “A”

Curve Table
Radlal Arc
iD Bearing Radlus Delta Length
CI | S$ 75°ll' 23" W | 261.85'| 75°20'55" | 344.35"
C2 [WN 00°09'32" W| 131.85'| 87°40°23"| 201.75"
C3 |S 89°50'30" W| 196.85'| 90°00'02" | 309.27"
C4 [N 00°09'32" W | 196.85'| 90°05'17* | 309.57"
— SW 174, SEC. 6
AIS T4N,RIE
P.0.B. N
T
\ LI y-0298-EX |
APN 201-21-042A
\ a GLO Lot 46 |
\Y S&B & 33° patent SY
Kee - 48 = EASEMENT
2___ “Ye S@
\ —TLI-
8 a
less65'l
5 Lois |
Site Gand ar SP SarT PT Pre 1.1.1... ------
¢ Happy Valley Parkway "ay
> ac eyrella ROB
ao NG estr Areas
141,677 S.F. or 3.2525 Acres
Line Table SCALE: Hor: 1"=200'
10 Direction Length | 200 0 200
Lt |W 89°13°56" | 724,14 | =
12 | S 00°20'09" E | 327.45" SCALE IN FEET
13 | S 89°09'13" W | 196.37"
14 |S 89°50'28" W | 143.68"
15 | W 69°13'56" E | 65.12"
16 | S 00°04'14" E | 985.66
L7 | N 00°09'30" W | 96.32"
18 | S 89°50°28" W | 143.68"
19 | 5 00°04'14" E | 979.32"
LI0| S 00°04'14" E | 2369.34"
Lil | S$ 00°04'14" E | 1390.02"
Li2| $ 00°04°58" E | 263.08"

EXHIBIT TO ACCOMPANY LEGAL DESCRIPTION