REDACTED - FOR AGENDA ATTACHMENT - RAINBOW VENTURE.PDF

John M. Allen, Treasurer
301 West Jefferson St., Rm. 100
Phoenix, Arizona 85003

L
M A R) C Oo PA C Oo U N TY ; Phone: (602) 506-8511

TREASURER’S OFFICE

To: Clerk of the Board
clerk.agenda@maricopa.gov
Dorene.Stretar@Maricopa.Gov

From: Treasurer's Office
Maria Quitangon Men
maria.quitangon@maricopa.gov
602-506-1958

Cathy Sanchez C7

cathy.sanchez@maricopa.gov
602-506-7881

Re: Stale Dated Warrant

Name Warrant Amount | Dept/School
No
RAINBOW VENTURE 954548 $882.29 | Treasurer

Application for a Duplicate or Stale-Dated Warrant/ Check

Affidavit/ Claim Form

This application is for: O Duplicate or i stale-Dated (definitions are on page 2)

STATE OF ARIZONA Note: Numbers on this form correspond to numbers on the
OUNTY OF MARICOPA Instruction sheet which is page 2 of this form.
C1 12Bad) YemFere
Y. f (1), being first sworn, upon oath deposes and says:
Name/Claimant

var
On or about Fehig i g a2 5 (date)(2) a warrant/check was issued to the
above named ‘person/entfty in the amount as stated below. Such warrant/check was
either never received or was subsequently inadvertently lost or destroyed and there is

no reasonable probability of its being found or presented for payment, or it was not
presented for payment within one year after the date of issuance.

Therefore, under penalty of perjury, claimant hereby affirms that this claim is correct
and the amount shown is due and owing, and the applicant requests that a replacement

a issuedto him/her in the sum of $. a 5. a 2 r .(3)
(4)

Signed:

Print name (required) WA me eZ) dec J

Note. Please attach a copy of the warrant/check if available and/or any other
evidence that a warrant/check was originally issued.

(5) Subscribed a and) sworn / before me this Sth day of Sp 202 F
Tr
“2 A C A UNMLN
Oe, PUBLIC f Gi LEZLIE R GREENBERG
ee ey, ipealet . ‘ead
My commission expires: i) commission # 61¢
\\- SO; SOs Ws My oer. eplres Nov 30, 2028 (seal)
Warrant/Check Number .
(if known) (6) ¢. CHSY &
Original Date of Issue
(if known) (7) Frea eS W gen?
Reason for original issue of Warrant/Check (8):
O Payroll

O For Services or Goods furnished

fr Treasurer’s refund/payment

O Other:
S:\PROCESSES\Warrants - Duplicate or Stale\02 Forms\Current Claim Form\100518 Warrants Checks notice of claim.doc
Revised 100518 A.R.S. 11-632 & 11-644

VERIALED
nfeley [ee

Maricopa County Treasurer's Office 400-66-013C 9 11/6/2024 10:51:35 AM

FB 400-66-013C 9 ~ x
File Help

Year _| Description | ActDate | TranNum | Amount | Images | PmtDate | HalfCode | ActTime
2024 «TAX BILL 2024-08-24 Y 12:00:00 4
2023. TAX PAYMENT 2024-07-01 054-45191 $480.66 N 2024-06-28 F 7:00:00 Phy
2023 DELINQUENT NOTICE 2024-06-03 Y 12:00:00 4
2023. TAX PAYMENT 2023-11-01  052-46788 $468.18 Y 2023-10-31 1 6:41:00 Phy
2023 TAX BILL 2023-08-26 Y

REFUND

$534.70

2020 REFUND 2023-01-09 - N
2022 TAX PREPAYMENT 2023-01-06 0027-00994 $882.29 N 2022-10-26 3:55:00 Ph
2020 REDEMPTION PAYMENT 2023-01-06  027-00994 $544.70 N 2022-10-26 3:55:00 Ph v
< >
Parcel #: [40-66-01 3c Activity: JREFUND Act Date/02/09/23
Tax Year: [0 Tran #: [- ja Act Time/i2:00 4M
Activity Detail | Address Detail |
CP #: jo Check Date: jo2709723
| Buyer #: jo Check #: J 954543
Fund: [26 Refund Amount: | $882.29

Click icon for Disbursements Inquiry. ----->

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Maricopa County Treasurer's Office

Refund ID 2023002036 MANUAL

& Refund ID 2023002036 MANUAL
File Help

SIR)

| Refund Amount:

|RHINA. CANJURA on 2/8/2023

Requester.

| Refund Reason: [Overpayment of property taxes

[DISBURSED on 2/8/2023
202300081

Status:
Slip ID:

Address:

|
|
|
|

Impounds | Stub | Comments |

Source Fund | Linked | Amount | Tax Year | Status
094 True $882.29 0 READ
< >

Impound Total: 1

Check Request |RHINA

Reference #: |

Impound #1
Parcel/Rall :|400-56-013C_ Destfund:[026
CP H: oO Reso #: fo
cPbyert:[0  ——Phase#: [0

Mortgage code: [

Transaction #:  |02700994
Case #: |

11/6/2024 10:51:04 AM

Recording Requested by
and Return to:

Jay Bartz

CERTIFICATE OF FICTITIOUS NAME FOR
RAINBOW VENTURE —
an Arizona General Partnership

Pursuant to Section 29-102 of the Arizona Revised
Statutes, the following information is hereby provided:

1. Name. The name of the Partnership is Rainbow
Venture, and it is an Arizona general partnership. :

7 2. Partner. The names and addresses of the Partners —
Wepesuandadunenecteteesny Khalil and Venus Azar
ine Road, #108 1255 W. Baseline Road, #108

Mesa, Arizona 85202 Mesa, Arizona 85202

Joseph and Myrna Hadeed Elias and violet Fares

1255 W. Baseline Road, #108 1255 W. Baseline Road, #108
Mesa, Arizona 85202 Mesa, Arizona 85202

Joseph and Gema Karroum Sameeh and Angela Hadeed
1255 W. Baseline Road, #108 1255 W. Baseline Road, #108
Mesa, Arizona 85202 Mesa, Arizona 85202

3. Place of Business. The principal Place of business
of the Partnership is at 1255 West Baseline Road, Suite 108,
Mesa, Arizona 85202, with such other places of business as May be
determined by the General Partners from time to time.

Dated: January ‘70 , 1987

begs phlei” jets, abl!

ames Hadeed Sumana Hadeéd

Khalil Azar Venus Azar i)

RAINBOW VENTURE

GENERAL PARTNERSHIP AGREEMENT

This Partnership Agreement is made as of the 30 day
of January 1987 by and among James Hadeed, Jumana Hadeed, Khalil
Azar, Venus Azar, Joseph Hadeed, Myrna Hadeed, Elias Fares,
Violet Fares, Joseph Karroum, Gema Karroum, Sameeh Hadeed and
Angela Hadeed, who are sometimes collectively referred to as the

"Partners."

The Partnership will acquire, sell and perhaps rezone or
develop the investment real property (the "Property") which
consists of approximately 320 gross acres, is located near the
intersection of Rainbow Valley Road and Chandler Heights Road in

Maricopa County, Arizona and is legally described as:

The East half of Section 25 Township 2 South
Range 2 West of the Gila and Salt River Base
and Meridian, Maricopa County, Arizona.
Therefore, the Partners agree as follows:

1. Formation. The Partners hereby form the Partnership

as a general partnership pursuant to the provisions of the

Arizona Uniform General Partnership Act. Partner James Hadeed 1s
the Managing General Partner, and the other Partners are some-

times referred to as the "Investor Partners."

2s Purpose. The purposes of the Partnership are to
acquire, sell and perhaps rezone or develop the Property as
investment property. A wash runs through the Property and up to
50% of the Property could be subject to a flood plain, In
accordance with the general Purposes of the Partnership, the
Partnership will have the authority to enter into any contracts
Or commitments, assume any obligations, execute any documents and
do any and all other acts and things which may be necessary,
incidental or convenient to carry on the Partnership's business.
The Partnership will purchase the Property from James and Jumana
Hadeed, and the Partnership's net purchase price for the Property
will equal their net purchase Price for the Property, with the
result that James and Jumana Hadeed will not make a profit, and

will not incur a loss, upon sale of the Property to the

Partnership.
3. Name, The name of the Partnership is Rainbow
Venture, The Partnership will record a certificate which

complies with the requirements of A.R.S. § 29-102 in the office
of the Maricopa County Recorder as soon as practicable after the
execution of this Agreement.

4. Statutory Agent. James Hadeed, whose address is

1255 West Baseline Road, Suite 108, Mesa, Arizona 85202, shall be
the initial statutory agent of the Partnership.

5. Principal Place of Business. The principal place of

business of the Partnership shall be located at 1255 West
Baseline Road, Suite 108, Mesa, Arizona 85202 Or at such other

place as may hereafter be determined by the Partners.

6. Term. The term of the Partnership shall commence on
the date of this Agreement, and unless extended in writing by a
Majority in interest of the Partners, shall terminate twenty (20)
years from the date hereof or upon dissolution Prior thereto
pursuant to this Agreement.

7. Managing General Partner. Partner James Hadeed

shall be the Managing General Partner of the Partnership, and as
such, shall have full and exclusive power and authority to act on
behalf of and bind the Partnership -and to manage, control,
administer and operate the business and affairs of the Partner-
ship, including the power and authority to expend the Partner-
ship's capital and profits in furtherance of the business of the
Partnership; execute such instruments and agreements, do such
acts and employ such persons and services as are reasonably
necessary in the discretion of the Managing General Partner for
the operation of the business of the Partnership; borrow money
for the business of the Partnership from time to time and to
make, execute and issue promissory notes and other instruments
and evidences of indebtedness on behalf of the Partnership;
employ and otherwise enter into contracts with personnel on
behalf of the Partnership, including agents, employees,
accountants, lawyers, and other agents; guarantee the payment of

money or the performance of any contract or obligation on behalf

of the Partnership; sue and complain in the name of and on behalf
of the Partnership; make such classifications, determinations and
allocations as he deems advisable for any accounting matters

related to the Partnership; purchase insurance at the Partner-

ship's expense to protect the Partnership's Property and the
business of the Partnership; and to take such other action and
perform such other acts as may be deemed appropriate in his
discretion to carry out the business of the Partnership. Among
other things, James Hadeed, as Managing General Partner, has the
authority to negotiate and sign any and all documents on behalf
of the Partnership, including documents to transfer, pledge or
otherwise deal with the Partnership's Property, and so to legally
bind the Partnership with regard to that Property. In addition,
the Managing General Partner shall make all tax and similar
elections on behalf of the Partnership, including an election
under Section 754 of the Internal Revenue Code to adjust the
basis of Partnership Property pursuant to Sections 734 and 743 of
the Code, if the Managing General Partner determines such
elections to be appropriate. Partner James Hadeed will not
receive any direct compensation for his management services to
the Partnership. However, he is a licensed real estate broker in
the State of Arizona, will be the listing agent upon sale of the
Partnership's Property and is entitled to a maximum combined
listing and sales commission upon sale of the Property of 7-1/2%
of the sales price; provided, however, that James Hadeed will be
entitled to a maximum commission equal to 3-1/2% of the sales
price if the Investor Partners do not make a profit on their
investment in the Partnership.

8. Capital Contributions. The Partners will contribute

the following percentages of the capital of the Partnership:

James and Jumana Hadeed, 20%; Khalil and Venus Azar, 16.67%;

Joseph and Myrna Hadeed, 16.67%; Sameeh and Angela Hadeed, 15%;
Elias and Violet Fares, 16.67%; and Joseph and Gema Karroum, 15%.
The amount of the required capital contributions shall be
established by the Managing General Partner from time to time,
Among other things, those required capital contributions will
include the amounts necessary to fund the downpayment upon the
Partnership's purchase of the Property and the subsequent
principal and interest payments to pay the Partnership's debt on
the Property.

(i) Initial Capital Contributions. The Partners

will make the following initial capital contributions upon
formation of the Partnership: James and Jumana Hadeed, $62,000;
Khalil and Venus Azar, $51,667; Elias and Violet Fares, $51,667;
Joseph and Myrna Hadeed, $51,667; Joseph and Gema Karroum,
$46,500; and Sameeh and Angela Hadeed, $46,500.

(ii) Additional Capital Contributions. The

Managing General Partner anticipates that capital contributions
to fund the payments on the underlying debt on the Property will
be required to be made to the Partnership in advance of the date
on which they are due to the underlying lienholder. It is
anticipated that the future capital contributions of the Partners
will consist of a total capital contribution due on September 1
of each year in the total amount of $139,999, to be allocated to
and paid by the Partners on or before each September 1 as
follows: James and Jumana Hadeed, $28,000 (20%); Khalil and
Venus Azar, $23,333 (16.67%); Joseph and Myrna Hadeed, $23,333

(16.67%); Elias and Violet Fares, $23,333 (16.67%); Sameeh and

Angela Hadeed, $21,000 (15%); and Joseph and Gema Karroum,
$21,000 (158%). The total annual payments of $139,999 are
anticipated to consist of the following amounts: annual
principal and interest payments $118,347; taxes $2,000;
accounting and bookkeeping $1,100; Surveying and topography
elevations $3,900; insurance $750; recording fees $100; and
reserves for well repair, etc. $13,802.

9. Profits, Losses and Distributions. Until the

Partners have received a Return of Capital Contributions, the
profits, losses and distributions of the Partnership, and each
item of income, gain, loss, deduction or credit entering into the
computation thereof, shall be allocated to the Partners in
Proportion to their contributions to the capital of the Partner-
ship which are set forth in Section 8, above. After all Partners
have received a Return of Capital Contributions, the profit, loss
and distributions of the Partnership shall be allocated ten
percent (10%) to Partner James Hadeed and the remaining ninety
percent (90%) to the Partners, including James Hadeed, in
Proportion to their contributions to the capital of the
Partnership which are set forth in Section 8, above. For
purposes of this Agreement, the Partners shall be deemed to have
received a "Return of Capital Contributions" at the time at which
they have received cumulative distributions of cash or property
from the Partnership equal in value to the amount of their con-
tributions to the capital of the Partnership. It is anticipated
that no substantial distributions will be made to the Partners

before the Partnership sells or refinances the Property. As set

forth elsewhere in this Agreement, the decision of when or
whether to sell or refinance is within the discretion of the
Managing General Partner.

10. Default in Capital Contributions. The Managing

General Partner will give the Investor Partners written notice of
when their required capital contributions are due. A Partner
shall be in default with respect to a capital contribution if the
Partner does not make a required capital contribution within
thirty (30) days of the date on which such written notice states
that the contribution is due. If a Partner is in default, the
Managing General Partner shall send written notice of the default
to the other Partners within ten (10) days of the end of such
30-day period. The amount of the defaulted capital contribution
will then be made by those other Partners who inform the Managing
General Partner within ten (10) days of the date of the notice
sent by the Managing General Partner that they desire to make the
defaulted contribution and who send the required amount to the
Managing General Partner within twenty (20) days of the date of
such notice. Unless they agree otherwise, such other Partners
will make the defaulted contribution in equal portions. If no
other Partners inform the Managing General Partner within such
10-day period that they will make the defaulted contribution, the
Managing General Partner will be liable and responsible for
making the defaulted contribution, whether by borrowing from
third parties or otherwise. If a Partner defaults on a required
capital contribution and notwithstanding anything to the contrary

contained herein, (i) the amount of Partnership distributions to

be made to such Partner will not exceed the amount of such
Partner's contributions to the capital of the Partnership; (ii)
any additional distributions which would otherwise be made to
such Partner, including § any distributions relating to the
Partnership's gain upon sale of the Property, will instead be
made proportionately to those Partners who contribute’ the
defaulted capital contribution; and (iii) the allocations of
profit and loss set forth in Section 9, above, will be adjusted
by proportionately reducing the allocations to the defaulting
Partner and proportionately increasing the allocations to the
Partners who make the defaulted contribution. The foregoing
sentence is intended to, among other things, penalize a
defaulting Partner by eliminating such Partner's right to share
in the gain, if any, which the Partnership realizes upon its sale
of the Property. A defaulting Partner remains liable for his
original share of the Partnership losses and subsequent capital
contributions.

ll. Liability of Investor Partners. As set forth

elsewhere, all Partners are indirectly liable and responsible
through their required capital contributions for the principal
and interest payments on the underlying mortgages on the Property
and the real estate taxes, insurance, fees, repair and mainte-
nance of the well, closing costs and other expenses associated
with the Property. Among other things, all Partners are required
to make their proportionate parts of the capital contributions
which will be used to make the interest payments on the under-

lying mortgages and the balloon payment due on December 30, 1996

if the Partnership owns the Property at that time or is otherwise
responsible for those payments. The carryback deed of trust
under which the Property is being purchased is nonrecourse and no
Partner has any personal liability for paynent thereof.

12. Return of Capital. No Partner shall have personal

liablility for repayment of the captial contribution of any
Partner, and interest will not be paid to any Partner on his
capital contribution.

13. Partnership Expenses. The Partnership will pay all

expenses incurred in its real estate operation, including pay-
ments on underlying mortgages on the Property, insurance, real
estate taxes, repair and maintenance of the well and all other
costs.

14. Allocations on Transfer. If there is a transfer of

an interest in the Partnership during a fiscal year of the Part-
nership, the net profits and loss and items of income, gain,
loss, deduction or credit for that fiscal year shall be allocated
between the transferor and transferee Partners based on the
portions of the fiscal year during which each was a Partner in
the Partnership.

15. Distribution on Liquidation. In the event of the

dispositon of all or substantially all of the Partnership's
assets, or in the event of a liquidation of the Partnership
following a dissolution of the Partnership, the net cash and
other Partnership assets shall be distributed and applied in the

following order of priority:

(i) to the payment of any debts and

liabilities of the Partnership owing to
persons other than Partners;

(ii) in the event of the liquidation of
the Partnership, to the setting up of any
reserve which the Managing General Partner
deems reasonably necessary to provide for any
liabilities or obligations, contingent or
otherwise, of the Partnership;

(iii) to the payment of all debts and
liabilities of the Partnership owing’ to
Partners; and

(iv) to the Partners as specified in
Section 9, above, ’

16. Bank Accounts. The funds of the Partnership shall
be deposited in the name of the Partnership in such bank account
Or accounts as shall be designated by the Managing General
Partner and withdrawals therefrom shall be made upon the sig-

nature of the Managing General Partner.

17. Books and Records. The Partnership shall keep or

cause to be kept complete and accurate books with respect to the
Partnership's business. Each Partner shall have the right to
examine the books of the Partnership at reasonable times. A
capital account shall be maintained for each Partner.

18. Fiscal Year. The fiscal year of the Partnership
shall be the calendar year, and its accounting will be on the
cash basis,

19. Other Activities of Partners. During the term of

this Agreement, a Partner may engage in any other business or
investment venture provided that the Partners devote their best
efforts as required to the affairs of the Partnership. All

Partners acknowledge that the Managing General Partner, and the

-10-

Investor Partners, may acquire real Properties for their own
accounts, or engage in any other acquisition, development or
Management of real estate on behalf of other Partners, joint
ventures or other businesses formed by them or in which they may
have an interest, including, without limitation, ventures similar
to, related to or in direct or indirect competition with the
business and operation of the Partnership. Neither the
Partnership nor any other Partner has any right by virtue of this
Agreement in or to the profits from such other business ventures.

20. New Partners. A new Partner may be admitted to the
Partnership only if agreed to by a Majority in interest of the
Partners and if the new Partner agrees in writing to be bound by
the terms of this Agreement; provided, however, that the
appropriate heirs and beneficiaries of a deceased or incompetent
Partner shall become Partners in the Partnership if they agree in
writing to be bound by the terms of this Agreement.

21. Bankruptcy. The Partnership shall not be dissolved
by the bankruptcy, insolvency or similar financial status or by
the death or incompetency of any Partner. The other Partners
shall have the right to continue the Partnership.

22. Involuntary Dissolution. The Partners agree that

irreparable damage would be done to the good will and reputation
of the Partnership if any Partner were to bring an action in
court to dissolve this Partnership. Care has been taken in this
Agreement to provide fair and just treatment of the Partners.
Each Partner waives and renounces his right to seek the appoint-

Ment by a court of a liquidator for the Partnership.

= 11 -

23. Tax Withholding; Tax Matters Partner. Some of the

Partners are nonresident aliens of the United States, and those
Partners acknowledge © that the Partnership and the Managing
General Partner will be required by Sections 1445 and/or 1446 of
the Internal Revenue Code to deduct and withhold a portion of the
amounts which would otherwise be distributed by the Partnership
to such nonresident aliens and that the withheld amounts must be
forwarded to the Internal Revenue Service. Such nonresident
alien Investor Partners can then file a U.S. tax return to claim
a refund of the withheld amounts to the extent, if any, by which
such amounts exceed their actual U.S. tax liability. In
gaateien, other U.S. tax withholding might be required pursuant
to Section 1441 of the Internal Revenue Code on interest and rent
Payments made to such nonresident aliens. If necessary, James
Hadeed shall serve as the Tax Matters Partner provided for in
Internal Revenue Code § 6231(a)(7).

24. Majority in Interest. As specified elsewhere in

this Agreement, certain matters are within the control of the
Managing General Partner. As to matters to be voted on by the
Partners, however, a majority in interest of the Partners shall
be deemed to have approved a matter if voted for by Partners who
then have the right to receive more than eighty percent (80%) of
any distributions made by the Partnership.

25. Liability of Managing General Partner. The Managing

General Partner shall not be liable or obligated to the Investor
Partners or the Partnership for any mistake of fact or judgment

made by the Managing General Partner in operating the business of

“326

the Partnership except for acts of fraud, gross negligence or
similar misconduct. The Managing General Partner does not, in
any way, guarantee the return of the Investor Partners’ Capital
Contributions or a profit from the operations of the Partnership.

26. Representations and Warranties. Each Partner

represents and warrants that he or she is a sophisticated
investor, experienced in business affairs, who can bear the
economic risks of his or her investment in the Partnership with
no need for liquidity in the investment and that he or she has
full access to all information regarding the Partnership and its
Property.

27. Amendments. Except as otherwise provided herein,
this Agreement may be amended only by a writing signed by a
majority in interest of the Partners.

28. Integration. This Agreement constitutes the entire
agreement among the Partners pertaining to its subject matter.

29. Further Assurances. The Partners will execute and

deliver such further instruments and do such further acts and
things as may be required to carry out the intent and purpose of
this Agreement.

30. Successors _in Interest. Except as otherwise pro-

vided herein, all provisions of this Agreement shall be binding
upon, inure to the benefit of and be enforceable by and against
the respective successors and assigns of the Partners.

31. Arbitration. Any claim or controversy relating to
this Agreement or the Partnership shall be settled by arbitration

in Phoenix, Arizona in accordance with the rules of the American

= 49 x

Arbitration Association, and judgment thereon shall be entered.
This Section shall be liberally construed to the end that any
such dispute be settled by arbitration and not by litigation in
the courts.

32. Counterparts. This Agreement may be executed by the
Partners' signing counterpart signature pages.

33. Governing Law. This Agreement shall be construed in
accordance with the laws and decisions of the State of Arizona.

34. Attorney-in-Fact. Upon signing this Agreement, each

Investor Partner irrevocably constitutes and appoints James
Hadeed, Managing General Partner, his attorney-in-fact with full
power and authority in his name, place and stead to execute,
acknowledge, file and record such documents as are necessary or
appropriate to carry out the provisions of this Agreement,
including the Certificate of Fictitious Name for the Partnership.
This power of attorney is a special power of attorney limited to
the acts set forth in this Section and shall be deemed to be
irrevocable and a power coupled with an interest. Each Investor
Partner agrees to execute and deliver to the Managing General
Partner, within thirty days after receipt of the Managing General
Partner's written request therefore, such statements, designa-
tions, powers of attorney and other instruments as the Managing
General Partner deems necessary to carry out the provisions of
this Agreement. In addition, certain of the Investor Partners
have executed or will execute other powers of attorney in favor
of James Hadeed, and he may sign this Agreement for and on behalf

of those Investors Partners pursuant to those powers of attorney.

- 14 -