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Maricopa County Department of Transportation Dedication Purchase Agreement and Escrow Instructions Title Company North American Title Company 3200 E. Camelback Road, Suite 200 Date Phone November 14,2019 Address City, State, Zip Phoenix, AZ 85018 Fax Escrow Officer Sally Hevier Email Escrow No. 21800-19-04734 Grantor: Virgin Farms 1, LLC , an Arizona limited liability company who acquired title as Virgin Farms, a California general partnership Phone: 480-476-8441 Contact: Chris Clonts Cell: 480-273-3232 Mailing Address: 1665 W. Alameda Drive Email: cluis.clonts@lennarcom City, State, Zip Tempe, AZ 85282-3200 Fax: Grantee: Maricopa County, a political subdivision of the State of Arizona Mailing Address: I Maricopa County Real Estate Department, 2801 W. Durango Street, Phoenix, Arizona 85009 MARICOPA COUNTY shall pay directly to the Grantor, or deposit with the Title Company if escrowed, the purchase price plus all lawful costs incidental to closing as follows: Charges and Disbursements to be paid from Grantor's funds as follows (check all that apply): 1 1 Escrow Fees I Total Acquisition of Grantor's Property: Full release of all Title Policy Fees monetary liens and encumbrances, and leases of any kind. Pay in full all due and delinquent real property taxes and general and special improvement assessments. Prorate the Total Escrow & Tide Fees $0.00 current year's real property taxes on closings that occur on or After the 3rd Monday of August each year. Escrow Agent Recording Fees: shall withhold the prorated amounts from each party and pay Deed the lien of the current year's taxes in full. Easement 1 I Mortgage Release El Partial Acquisition of Grantor's Property: Partial release of all Release of Lease monetary liens and encumbrances, and leases of any kind. At the discretion of Maricopa County, pay due and delinquent Total Recording Fees property taxes and general and special improvement assessments, including full payment of taxes and Other Charges: assessments on individual assessor parcels within the Release Fees Maricopa County's partial acquisition, and any Certificate(s) S.R.V.W.U.A. of Purchase. The current year's taxes shall not be prorated Taxes - Prorated regardless of the closing date. 1 0 Easement(s:Co nsent to eascment®jy secured ar us Total Other Charges 0 Other Disbursements; 1 Sub Total $0.00 Tide Report Credit T.and 8c Improvements* $10.00 Possession date: Upon Signature Severance Damages Close of escrow: TCE Date of recording: Cost to Cure Special Conditions Right of Way Contract Yes El No 0 Exhibit "B" Total Closing Costs*** $0.00 Entry Agreement Yes Total Purchase Price $10.00 Addendum attached hereto and made a Yes 0 No El TOTAL WARRANT** $10.00 part hereof *Escrow and title policy fees based on this amount only. **Sum of "Total Purchase Price" only. ***All Closing Costs to be paid by Seller. Project: Northern Avenue at Cotton Lane Dedication PCN; TT0008 Assessor Parcel No.: 501-05-003J Item No DD-10878 Right of Way Agent Wayne Jones Telephone # (602)506-4747 The GRANTOR, having executed a conveyance of certain real property rights to the GRANTEE as described in the Exhibit(s) attached hereto and made a part hereof, and having delivered same to the above Title Company as Escrow Agent, said agent is directed to deliver said conveyance to MARICOPA COUNTY, title to said property to be transferred upon execution of the conveyance by the MARICOPA COUNTY BOARD OF SUPERVISORS. The Escrow Agent shall first apply the purchase price on deposit to satisfy such taxes, Deed of Trusts, leasehold interests, special assessments, and other encumbrances as may be authorized for payment, and the balance thereof shall be paid in accordance with the terms herein. Instructions to Escrow Agent: Deposit all escrowed funds in escrow account and disburse same by check; pay encumbrances in accordance with this agreement prorate all agreed items; record such escrowed instruments as are necessary or proper in the issuance of title insurance; and pay the balance of the escrowed funds to the party or parties entitled thereto. It is further understood and agreed that the Title Company shall not be responsible for any liens or encumbrances not of record at the closing of escrow. The Right of Way Agent or MAITICOPA COUNTY - Real Estate Division will be furnished a copy of the Grantor's closing statement with the following certification signed by an authorized officer: "This is to certify this is a true and correct statement of disbursement of funds collected from MARICOPA COUNTY." The Escrow Agent is to request the Grantor acknowledge receipt of the amount shown on the dosing statement as due Grantor. Either a copy of this request or a copy of a signed receipt is to be retained in the escrow file. The property owner will pay the costs of the owner's title insurance policy; fees associated with lender releases or loan pay-offs, including endorsements, document preparation, and other expenses related thereto; escrow fees and other charges by escrow companies incidental to the closing of escrow. In the alternative, Mazicopa County 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. The property owner/applicant is responsible for all title and escrow cancellation fees if the dosing/recording process is not completed. If this transaction is not handled through a title company, the conveyance will be delivered directly to MA_RICOPA COUNTY and payment will be made direct from the Grantee to the Grantor after approval and acceptance by the MA.RICOPA COUNTY BOARD OF SUPERVISORS and the final filing and recording of the documents. It is understood and agreed the consideration expressed herein is accepted by the Grantor as full and complete compensation for the interest being acquired. If the acquisition is a partial acquisition from a larger parcel, the consideration expressed herein is likewise; full and complete compensation for all injury or damage to the Grantor's remaining lands by reason of their severance from the part being acquired and the construction of the improvements in the manner proposed by MARICOPA COUNTY. If MARICOPA COUNTY is acquiring only a portion of Grantor's property; then Grantor grants to MARICOPA COUNTY, its agents, employees and contractors, the right to enter Grantor's remaining property as necessary for utility reconnection, driveway reconnection and to facilitate construction on adjacent County owned right of way, if required. MARICOPA COUNTY shall be responsible to the extent that damage occurs out of MARICOPA COUN'TY's occupation of the Grantor's property caused by MARICOPA COUNTY's negligence, or by the negligent acts or conduct of its agents, employees, or contractors during the term of MARICOPA COTJNTY's temporary occupancy of the property. All claims shall be submitted in accordance with the requirements of ARS 12-821. It is further understood and agreed that this temporary right will expire and terminate thirty (30) days after completion of the above referenced project. GRANTOR: Virgin Farms I, LLC, an Arizona limited liability company who acquired title as Virgin Farms, a C. , • a general partnership RECOMMENDED FOR APPROVAL: ACCEPTED AND APPROVED: I, ArtiiiP:i / %P.' 411 By: MARICOPA COUNTY DEPARTMENT MARICOPA COUNTY BOARD OF Carol Russ OF TRANSPORTATION SUPERVISORS Its: Manager 5igpfo IN COUVEAKr Real Property Manager Chairman of the Board ATIEST: Date North American Title Company Approved as to form within the powers and authority of the Board of Supervisors Clerk of the Board of Supervisors Accepted Date ESCROW OFFICER —5NefrITTUY00134Pitr Deputy County Attorney Date Date KGR Revised 4/11/2018 DocuSign Envelope ID: AA80EAAB-4A8A-430C-8FEO-A23E4D1F7BC5 The GRANTOR, having executed a conveyance of certain real property rights to the GRANTEE as described in the .gxhibir(s) attached hereto and made a part hereof, and having delivered same to the above Title Company as Escrow Agent, said agent is directed to deliver said conveyance to MARICOPA COUNTY, title to said property to be transferred upon execution of the conveyance by the MARICOPA COUNTY BOARD OF SUPERVISORS. The Escrow Agent shall first apply the purchase price on deposit to satisfy such taxes, Deed of Trusts, leasehold interests, special assessments, and other encumbrances as may be authorized for payment, and the balance thereof shall be paid in accordance with the terms herein. Instructions to Escrow Agent: Deposit all escrowed finals in escrow account and disburse same by check; pay encumbrances in accordance with this agreement; prorate all agreed items; record such escrowed instruments as are necessary or proper in the issuance of title insurance; and pay the balance of the escrowed funds to the patty or parties entitled thereto. It is further understood and agreed that the Title Company shall not be responsible for any liens or encumbrances not of record at the closing of escrow. The Right of WayAgent or MARICOPA COUNTY - Real Estate Division will be furnished a copy of the Grantor's closing statement with the following certification signed by an authorized officer: "This is to certify this is a true and correct statement of disbursement of funds collected from MARICOPA COUNTY," The Escrow Agent is to _request the Grantor acknowledge receipt of the amount shown on the dosing statement as due Grantor. Either a copy of this request or a copy of a signed receipt is to be retained in the escrow file. The property owner will pay the costs of the owner's title insurance policy; fees associated with lender releases or loan pay-offs, including endorsements, document preparation, and other expenses related thereto; escrow fees and other charges by escrow companies incidental to the closing of escrow. In the alternative, Maticopa County 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. The property owner/applicant is responsible for all title and escrow cancellation fees if the dosing/recording process is not completed. If this transaction is not handled through a title company, the conveyance will be delivered directly to MA_RICOPA COUNTY and payment -will be made direct from the Grantee to the Grantor after approval end acceptance by the MARICOPA COUNTY BOARD OF SUPERVISORS and the final filing and recording of the documents, It is understood and agreed the consideration expressed herein is accepted by the Grantor as full and complete compensation for the interest being acquired. If the acquisition is a partial acquisition from a larger pared, the consideration expressed herein is likewise; full and complete compensation for all injury or damage to the Grantor's remaining lands by reason of their severance from the part being acquired and the construction of the improvements in the manner proposed by MARICOPA COUNTY. If MARICOPA COUNTY is acquiring only a portion of Grantor's property, then Grantor grants Co MA1UCOPA COUNTY, its agents, employees and contractors, the right to enter Grantor's remaining property as necessary for utility reconnection, driveway reconnection arid to facilitate construction on adjacent County owned right of way, if required. MARICOPA COUNTY shall be responsible to the extent that damage occurs out of MMUCOPA COUNTY's occupation of the Grantor's property caused by MARICOPA COUNTY's negligence, or by the negligent acts or conduct of its agents, employees, or contractors dining the term of MAIUCOPA COUNTY's temporary occupancy of the property. All claims shall be submitted in accordance with the requirements of A11.8 12-821. It is further understood and agreed that this temporary right will expire and terminate thirty (30) days after completion of the above referenced project. GRANTOR: Virgin Farms 1, LLC, an Arizona limited liability company who acquired title as Virgin Farms, a Cali .rnia general partnership RECOMMENDED FOR APPROVAL: ACCEPTED AND APPROVED: a ttelaili7OL, By; kg MARICOPA COUNTY DE,PARTMENT MARICOPA COUNTY BOARD OF Carol Rinse OF TRANSPORTATION SUPERVISORS by: ,--DocuSigned Rs: Manager 560C) ( 0 bOUTEkfriAt • RFF1A5RFF911R416 Real Propetty Manager Chairman of the Board 6/2/2020 Al IEST: Date Approved as to form within the sipolo I -0(14 North American Title Company powers and authority of the Board of Supervisors , Clerk of the Board of Supervisors Accepted Date ESCROW OFFICER (-i-e i-z34.4 6/2/2020 3130782DDF4C1-40E... Deputy County Attorney Date Date KGR Revised 4/11/2018 EXHIBIT "A" 32.00' RIGHT-OF-WAY DESCRIPTION THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 3 NORTH, RANGE 2 WEST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 36, BEING MARKED BY A BRASS CAP IN HANDHOLE, FROM WHICH THE WEST QUARTER CORNER OF SAID SECTION 36, BEING MARKED BY A BRASS CAP FLUSH, BEARS NORTH 00 DEGREES 16 MINUTES 23 SECONDS EAST, 2648.21 FEET; THENCE NORTH 00 DEGREES 16 MINUTES 23 SECONDS EAST, ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER, 65.04 FEET; THENCE DEPARTING SAID WEST LINE, SOUTH 89 DEGREES 43 MINUTES 37 SECONDS EAST, 33.00 FEET TO A LINE 65.00 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID SOUTHWEST QUARTER AND THE POINT OF BEGINNING. THENCE SOUTH 89 DEGREES 48 MINUTES 09 SECONDS EAST, ALONG SAID PARALLEL LINE, 710.00 FEET; THENCE DEPARTING SAID PARALLEL LINE, SOUTH 00 DEGREES 11 MINUTES 51 SECONDS WEST, 32.00 FEET TO A LINE 33.00 FEET NORTH OF AND PARALLEL TO SAID SOUTH LINE; THENCE NORTH 89 DEGREES 48 MINUTES 09 SECONDS WEST, 710.04 FEET TO A LINE 33.00 FEET EAST OF AND PARALLEL TO SAID WEST LINE; THENCE DEPARTING SAID PARALLEL LINE, NORTH 00 DEGREES 16 MINUTES 23 SECONDS EAST, ALONG SAID PARALLEL LINE, 32.00 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINS 22,721 SQUARE FEET OR 0.5216 ACRES, MORE OR LESS. Project No.: 18135 Location: Maricopa County File: 32' RW Description Hubbard Engineering (Mesa, AZ) Page 1 of 1 aburcham@hubbardengineering.com Hun6/ RD ENGINEERING www.hubbardengineering.com 1201 S. Alma School Rd. Suite 12000 Mesa, AZ 85210 Ph: 480.892.3313 c\J , Lza frc27). Lcj co 6.4 L.) co SW CORNER, SEC. 36, T3N, R2W, FND. BCHH (r) ▪ c_S VIRGIN FARMS rz • co APN# 501-05-003J c.6 fa, • , QZ) • EL) S8948'09"E 710.00' Q. SO' "W 32.00' , NO° 11'51"E N89 °48'09"W 710.04' NO*16'23"E 32.00'T 743.09' 487.85' 1402.35' N89'48'09''W 2633.01' S. LINE, SW 1/4, SEC. 36, T3N, R2W NORTHERN AVENUE 33.00' COUN7Y ROADWAY ESMT. PER BK. 03, PG. 32, M.C.R., & BK. 32, PG. 35, M.C.R. S. 1/4 CORNER, SEC. 36, T3N, R2W, END. NOTHING W. 1/4 CORNER, i SEC. 36, T31V, R2W, END. BCE N.T S. NORTHERN CROSSING 32.00' RIGHT—OF—WAY EXHIBIT "A" Maricopa County, Arizona lE Project No. Date 18135 04/11/19 Project Manager Project Eng. J. HAWS Sht: loll Exhibit "B" RIGHT OF WAY AGREEMENT Parcel No.: 501-05-003J Project No.: IT0008— Northern Ave at Cotton Lane Dedication (SEC) Item No.: DD-10878 (WJ) — Z2018091 WHEREAS in consideration hereinafter set forth, it is agreed, that this instrument contains the entire agreement between the Grantor and Maricopa County. No further consideration is being paid than described in this contract. THE COUNTY OF MARICOPA AGREES: A. To use the real property described in Exhibit "A" for the general welfare and benefit of the public. B. To pay the Grantor the sum TEN and no/100 dollars ($10.00) as payment in full for the property described herein. C. That, if in the opinion of the Transportation Director it becomes necessary, private structures will be relocated in kind to the Grantor's property, clear of the property described herein, at no expense to the County. THE GRANTOR AGREES: I. To grant a Warranty Deed for the real_property described in Exhibit "A" to the County of Maricopa for the general welfare and benefit of the public. 2. To accept the sum of TEN and no/100 dollars ($10.00) as payment in full for the property described herein. 3. That acceptance of this property in no way obligates Maricopa County to construct or maintain a roadway within the Right of Way granted by this document. 4. To be responsible for maintenance of the dedicated right of way until such time if and when a roadway is built, to minimum county standards, and the roadway is open and declared into the Maricopa County Transportation System.