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PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 1 of 12 Project: Estrella Pkwy. Phase II Project No.: TT0011 MCDOT Item No.: X-0270-EX1 Assessor Parcel No.: 201-21-048C Agreement made on May 13, 2024, by and between: Imperial Development LLC, a Wyoming limited liability company, with an address of 10408 S. 16th Avenue, Phoenix Arizona 85041-9112, hereinafter referred to as “Buyer”. Buyer was the successful bidder at public auction held on May 13, 2024, based upon an Invitation for Public Auction (“Bid Package”) dated March 27, 2024. AND Maricopa County, a political subdivision of the State of Arizona, with the address of: c/o Maricopa County 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 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 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”. The legal description of the Property is set forth on Exhibit A attached hereto and made a part hereof. Seller will convey the property to Buyer by Special Warranty Deed as set forth in the “Bid Package” prepared and made a public record for an auction held on May 13, 2024. Project: Estrella Pkwy. Phase II Project No.: TT0011 2 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 1. PURCHASE PRICE and other Buyer costs. The purchase price or consideration shall be Six Hundred Thirty Thousand ($630,000.00). 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. a) Payment shall be made as follows: Bid Deposit previously deposited by Buyer at public auction $47,000.00 Previously deposited appraisal fee reimbursement $ 2,600.00 Previously deposited title report fee reimbursement $ 200.00 Total Auction Deposit $49,800.00 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. 1.02. Close of Escrow. Close of Escrow shall occur on or before September 10, 2024, which date shall be referred as the "Close of Escrow". At the discretion of the Director of the Maricopa County Real Estate Department, escrow may be extended by not more than 60 days. 1.03. Contract Deposit Escrow. At Close of Escrow Buyer shall be given full credit against the purchase price for the Bid Deposit in the amount of $47,000.00. In addition, the Buyer shall receive a credit from the Seller for the amount of One Hundred Dollars and 00/100 ($100.00) which represents one-half of the cost of the preliminary title report. 1.04. Escrow Agent. a) The escrow agent (“Escrow Officer”) referred to in this Agreement shall be as listed below: Company: Pioneer Title Agency, Inc. Address: 1550 E. Missouri Ave., Phoenix, AZ 85014 Agent: Jennifer Siverio b) The Escrow Agent shall deliver the escrow funds in accordance with this Agreement. 2. SELLER'S REPRESENTATIONS. a) Seller makes no representations whatsoever regarding conditions or features of the subject property. Project: Estrella Pkwy. Phase II Project No.: TT0011 3 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 b) Seller makes no representation as to zoning, access to parcel, availability of utilities, or development potential of the site. c) 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. 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, 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 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 by Seller to Buyer shall contain a condition allowing a representative of the Seller to be present at all times 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. All required approvals by the shareholders, partners, members and/or Board of Supervisors 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: Project: Estrella Pkwy. Phase II Project No.: TT0011 4 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 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. c) If applicable, an Affidavit of Disclosure. 7. BREACH OF AGREEMENT, DAMAGES. a) 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 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 led 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 Project: Estrella Pkwy. Phase II Project No.: TT0011 5 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 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 Supervisors of the Department of Transportation signs this Agreement, which date shall be inserted at the top of the first page hereof. b) 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. c) Applicable Law. This Agreement and the performance hereof shall be governed, interpreted, construed and regulated by the laws of the State of Arizona. d) 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. e) 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. f) 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. g) 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 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 Project: Estrella Pkwy. Phase II Project No.: TT0011 6 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 performed or given on the next succeeding day which is not a Saturday, Sunday or State or national holiday. h) 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. i) 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. j) 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 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 Thirty (30) 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. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Project: Estrella Pkwy. Phase II Project No.: TT0011 8 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 ACCEPTANCE: ESCROW OFFICER Purchase Agreement & Escrow Instructions are accepted on this day of , 2024. Escrow will open immediately upon receipt of the fully executed Agreement. PIONEER TITLE AGENCY, INC. By: Jennifer Siverio Escrow Officer RECOMMENDED FOR APPROVAL: MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION 5/16/2024 Jesse Gutierrez, Director Date MARICOPA COUNTY REAL ESTATE DEPARTMENT 5/14/2024 Alex Smith, Director Date APPROVED AS TO FORM and within the powers and authority granted under the laws of the State of Arizona and Maricopa County [uDocuSigned by: (}JIAL Puk C9163El9El[11C1[§ ... Deputy County Attorney Project: Estrella Pkwy. Phase II Project No.: TT00I 1 5/13/2024 Date 9 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EXI Project: Estrella Pkwy. Phase II Project No.: TT0011 10 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 APPROVED: GRANTOR: MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION Chairman of the Board Date Printed Name: ATTEST Clerk of the Board Date Printed Name: 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 Supervisors for the Maricopa County Department of Transportation. Given under my hand and seal of the office this day of , 202 . Notary Public (signature) Project: Estrella Pkwy. Phase II Project No.: TT0011 11 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 EXHIBIT “A” Parcel No. 201-21-048C Project No. 68840 117TH AVENUE (From 117th Avenue to Happy Valley Parkway) Item No. X-0270-EX1 LEGAL DESCRIPTION FOR FEE SIMPLE LAND A portion of Government Land Office (GLO) Lot 50, Section 6, Township 4 North, Range 1 East, Gila and Salt River Meridian, Maricopa County, Arizona, being more pa1ticularly 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 of said Section 6, 1,973.32 feet to the southwest corner of said Lot 50 and the POINT OF BEGINNING; Thence North 88°57’25” East along the South line of said Lot 50, 387.19 feet to the beginning of a non-tangent curve, from which the radius point bears North 65°14’34” West, 825.00 feet; Thence northerly 315.13 feet along the arc of said curve, concave to the northwest, through a central angle of 21°53’08” to the South line of the City of Peoria Annex ordinance No. 2019-22; Thence South 89°50’25” West along said south line, 462.30 feet to a point on said west line; Thence South 00°04’14” East along said west line, 309.92 feet to the POINT OF BEGINNING. The above described parcel contains 133,387 square feet or 3.0621 acres, more or less, and is depicted on the attached Exhibit “B”; said parcel is subject to all easements of record. Project: Estrella Pkwy. Phase II Project No.: TT0011 12 of 12 APN: 201-21-048C MCDOT Item No.: X-0270-EX1 EXHIBIT “B”