FINALCOUNTYPSA_14130-14140WMCDOWELL_10-21-2021.PDF

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PURCHASE AGREEMENT 
AND ESCROW INSTRUCTIONS 
C-78-     -     -     -00 
 
This Purchase Agreement and Escrow Instructions (Agreement) is entered into by and between 
MARICOPA COUNTY, a political subdivision of the State of Arizona (Buyer), and NB – LAPIAZZA 1, 
LLC, a Delaware limited liability company,  NB – LAPIAZZA 2, LLC, a Delaware limited liability 
company, NB – LAPIAZZA 3 LLC, a Delaware limited liability company, NB – LAPIAZZA 4, LLC, a 
Delaware limited liability company, NB – LAPIAZZA 5, LLC, a Delaware limited liability company, NB 
– LAPIAZZA 6, LLC, a Delaware limited liability company, and NB – LAPIAZZA 7, LLC, a Delaware 
limited liability company, (collectively Seller) as of the last date executed below.  Buyer and Seller may 
collectively be referred to herein as the Parties, or individually as a Party. 
 
WITNESSETH: 
 
 
THAT Seller is the owner of, and agrees to sell to Buyer, and Buyer agrees to purchase from Seller, 
the property described on Exhibit A, attached hereto and made a part hereof (Property). 
 
THAT Seller shall convey the Property to Buyer via a duly executed Special Warranty Deed, the 
form of which is attached hereto and made a part hereof as Exhibit B. 
 
NOW THEREFORE, for the good and valuable consideration set forth herein, the receipt and 
sufficiency of which is hereby acknowledged, the Parties hereby agree to the following: 
 
TERMS AND CONDITIONS: 
 
1.  PURCHASE PRICE.  The purchase price for the Property is five million nine hundred fifty 
thousand dollars ($5,950,000.00) (Purchase Price) and shall be paid by the Buyer to the Seller on or before 
the Close of Escrow, defined below.  Within ten (10) business days of Maricopa County Board of 
Supervisor’s execution, and Seller’s execution, of this Agreement, whichever is later, Buyer shall open 
escrow on this transaction by placing an earnest money deposit (Earnest Money Deposit) in the amount of 
fifty thousand dollars ($50,000.00) into a non-interest-bearing account with the Escrow Agent, as defined 
herein.  The Earnest Money Deposit shall be: i) credited to Buyer toward the Purchase Price at Close of 
Escrow, as defined herein; ii) shall be refunded to Buyer if Buyer cancels this Agreement during the 
Inspection Period as defined in Section 4.01 below; or (iii) non-refundable following expiration of the 
Inspection Period for any reason other than termination of this Agreement as a result of Seller's default 
hereunder, or any other provision hereunder that provides for the return of the Earnest Money Deposit to 
Buyer. 
 
1.01. Escrow Agent.  The escrow agent (Escrow Agent) for this Agreement is: 
 
Company: Security Title Agency, Inc  
        
   
Address:   4722 N. 24th St. Ste. 200, Phoenix AZ  85016   
Agent:       Jason Bryant  
 
 
   
Phone:       (602) 230-6297 
Fax:           (602) 926-0452 
 
 
   
Email:       jbryant@securitytitle.com

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1.02. 
Escrow Instructions.  This Agreement also constitutes escrow instructions to Escrow 
Agent. 
 
1.03. 
Escrow Opening Date.  The Escrow Opening Date shall be the date that a fully 
executed and/or conformed original or counterpart original(s) of this Agreement are 
delivered to the Escrow Agent.  
 
1.04. Close of Escrow Date.  Close of Escrow shall occur no later than forty-five (45) days 
after the Inspection Period but in no event earlier than January 5, 2022, which date shall 
be referred to as the Close of Escrow.  Prior to the Close of Escrow Seller shall execute 
an assignment of that certain unrecorded lease dated December 17, 2010 for use and 
occupancy of the commercial building and a portion of land between Seller and Trivium 
Preparatory Academy company, as tenant (“Lease”). At the Close of Escrow, both the 
title to, and possession of, the Property shall be transferred from the Seller to the Buyer. 
The Lease shall be assigned by Seller to Buyer, and assumed by Buyer from Seller, at 
the Close of Escrow. 
 
1.05. Title Insurance; Closing Costs and Prorations. 
 
a) Escrow Agent shall issue, or cause to be issued, a standard coverage owner’s policy of 
title insurance in the amount of the Purchase Price and naming Buyer as the insured.  
Seller agrees that the cost of the standard coverage owner’s title policy, and any liens 
, including but not limited to any real property taxes and assessments due (if any) on 
the Property, shall be deducted from Seller’s proceeds, and/or Seller’s funds, at Close 
of Escrow. Seller is responsible for all property taxes that have accrued on the 
Property through Close of Escrow. Upon recordation of the Special Warranty Deed 
to the Buyer, Buyer shall become responsible for any real property taxes and 
assessments on the Property (if any) that accrue after the Close of Escrow as required 
by law.  Buyer and Seller each agree to pay one-half (1/2) of the closing costs and 
escrow charges except as previously stated herein. Each Party agrees to pay its own 
attorney fees. 
 
b) Except for delinquent rent as addressed below, all rent under the Lease shall be 
prorated effective as of 11:59 p.m. Phoenix time on the last day of the calendar month 
during which the Closing Date falls.  Delinquent rent due prior to the Close of Escrow 
shall not be prorated but shall remain the property of Seller. Buyer shall receive a 
credit at the Close of Escrow for all refundable security deposits paid under the Lease 
and prepaid rent under the Lease. From and after the Close of Escrow, all such 
security deposits so credited and turned over to Buyer shall thereafter be deemed 
transferred to Buyer, and Buyer shall be solely responsible for the future disposition 
of such security deposits (for which Buyer receives a credit at the Close of Escrow) 
in accordance with the Lease and applicable law,  
 
c) All of the above-referenced costs that are the responsibility of the Buyer shall be paid 
into escrow on or before the Close of Escrow in addition to the Purchase Price.  Any 
monetary encumbrances existing against the Property at the Close of Escrow, and all 
costs that are the responsibility of the Seller, shall be paid from the Seller’s proceeds, 
and/or Seller’s funds, prior to, or at Close of Escrow as required by Escrow Agent 
and prior to any distributions to Seller.

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1.06. Real Estate Commission.  Buyer and Seller agree that 
Seller shall pay a market based real estate commission equal to three percent (3%) 
of the total purchase price associated with this transaction to Buyer’s Agent.  Buyer 
is represented by the following individual: 
 
Buyer’s Agent:  Keith Lammerson 
 
 
 
Firm: Jones Lang LaSalle Americas, Inc 
 
 
 
 
Phone:   602 282 6276 
 
 
 
 
E-mail:  Keith.Lammersen@am.jll.com 
 
 
Seller shall pay a real estate commission to Seller’s Agent, per separate agreement.  
Seller is represented by the following individual: 
 
Seller’s Agent:  Frank Demeter 
 
 
 
Firm: Keig Commercial Real Estate, LLC  
 
 
 
Phone:   602 802 8997 
 
 
 
 
E-mail:  fdemeter@keig.com  
 
 
 
 
Seller shall pay the entirety of the brokerage commission associated with this 
transaction.  Seller hereby indemnifies Buyer against, and agrees to hold Buyer 
harmless from, any claim, demand or suit for any brokerage and/or real estate 
commission, finder’s fee, or similar charge in respect to the execution of this 
Agreement or the purchase and sale transaction based on any act by or agreement or 
contract with Seller, and for all losses, obligations, costs, expenses and fees 
(including attorneys’ fees) incurred by Buyer due for or arising from any such claim, 
demand or suit, including, but not limited to, any amounts payable to Seller’s listing 
broker. 
 
1.07. Closing Documents.  On or before the Close of Escrow, Seller shall deliver to Escrow 
Agent: 
 
a) A Special Warranty Deed, duly executed and acknowledged on behalf of the Seller, 
conveying the Property to the Buyer, the form of which is attached hereto and made 
a part hereof as Exhibit B. 
 
b) An Assignment of Lease, duly executed and acknowledged on behalf of Buyer and         
Seller, the form of which is attached hereto and made a part hereof as Exhibit C.  
 
c) Such other documents as shall be reasonably required by Buyer and/or Escrow Agent 
as a condition to insuring title to the Property. 
 
d) It shall be a condition to Buyer’s obligation to purchase the Property that Buyer shall 
have received an estoppel certificate (“Estoppel”) from tenant under the Lease in a 
form approved by Buyer and dated no earlier than fifteen (15) days prior to the 
Closing Date. If Buyer, in its sole discretion, does not receive such Estoppel, Buyer 
may elect to terminate this Agreement in which event the Earnest Money Deposit 
shall be returned to Buyer. 
 
2.  TITLE COMMITMENT.

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2.01. Preliminary Title Report.  Within ten (10) business days of Escrow Opening Date, 
Seller shall provide to Buyer, at Seller’s expense, a Commitment for Title Insurance for 
the Property (Title Report) together with legible copies of all documents specifically 
described in Schedule B II thereof, for Buyer’s review.  Further, in the event that any 
updates, supplements or amendments to the Title Report are subsequently prepared, 
copies of such documents shall be timely delivered to Buyer. 
 
2.02. Title Objections; 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 sum or effort in order to fulfill any condition, 
nor shall Buyer otherwise have any right or action against Seller in respect thereof.  
Notwithstanding anything to the contrary in this Agreement, and without the need to 
make any formal written title objections, Buyer objects to: (i) all deeds of trust and/or 
mortgages; (ii) all assignments of leases, licenses, rents and UCC-1 financing statements; 
(iii) all judgment liens, mechanic’s liens, notices of lis pendens, tax liens, attachments, 
and any other matters evidencing monetary encumbrances (other than liens for non-
delinquent property taxes); (iv) any options or rights of purchase; and (v) notices of lease, 
possession, or occupancy rights to all or part of the Property (collectively, Non-approved 
Exceptions).   
 
At the Buyer's option, the Buyer may procure an extended coverage title insurance 
policy, if available, 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. 
 
2.03. Title Clearing. Within ten (10) business days of the Escrow Opening Date, the Escrow 
Agent shall contact the Seller and all other necessary entities to obtain lien release, consent 
to sale, and/or consent to assignment requirements from all existing mortgages, liens, 
judgments, contracts, lessees, lessors, etc. as well as begin any and all document 
preparation for title clearing.  Seller, at Seller’s sole cost and expense, will fully pay and 
discharge, and ensure release of, any Non-approved Exceptions on or before the Close 
of Escrow. 
 
3. SELLER'S REPRESENTATIONS.  
 
3.01. 
Seller owns the Property in fee simple and has full power and authority to execute this 
Agreement and to consummate the transaction contemplated herein. 
 
3.02. 
Seller represents that there is no pending or threatened condemnation proceeding 
affecting any part of the Property, and Seller has not received any notice of any such 
proceeding and has no knowledge that any such proceeding is contemplated. 
 
3.03. 
Seller represents that there are no parties in adverse possession of the Property; there 
are no parties in possession of the Property except Seller; and no party has been granted 
any license, lease, or other right relating to the use of possession of the Property other 
than Trivium Preparatory Academy company.

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3.04. 
Seller has not granted any rights of first refusal or options to purchase the Property to 
any other third party.  
 
3.05. 
Upon full execution of this Agreement, Seller agrees that it will not at any time prior to 
Close of Escrow, grant any interest in the Property to any party, or voluntarily encumber 
the Property.  
 
3.06. 
After full execution of this Agreement, Seller shall continue to maintain the Property 
through Close of Escrow in the same condition the Property exists at the time of full 
execution of this Agreement, general wear and tear excepted. 
 
3.07. 
All representations and warranties of Seller contained in this Agreement are true on and 
as of the Escrow Opening Date and will be true on and as of the Close of Escrow. 
 
4. ACCESS TO PROPERTY. 
 
4.01. 
Buyer’s Investigations; Right of Entry. 
 
a) Upon full execution of this Agreement, and ending at 5 p.m. on the sixtieth (60th) 
day following the Escrow Opening Date (“Inspection Period”), Buyer, and its agents 
or assigns, shall have the right to enter the Property, at Buyer’s cost and expense, 
for the purposes of completing such tests, studies, investigations, surveys, 
appraisals, and physical inspections of the Property that Buyer deems necessary or 
appropriate, including but not limited to a Phase I environmental site assessment, 
and if necessary, a Phase II environmental site assessment (“Buyer Investigations”), 
as Buyer deems necessary to assure Buyer that the Property is suitable for Buyer’s 
intended purposes and that no hazardous wastes or substances are located on or 
under the Property.  Seller, for security purposes, shall have the right to have its 
agents present during any and all inspections by Buyer and may restrict certain areas 
of the Property at certain times.  All inspections shall be arranged at mutually 
convenient times. In the event that Buyer is not able to complete Buyer 
Investigations by the expiration of the Inspection Period due to delays caused by the 
ongoing COVID-19 global pandemic, Buyer may, upon written notice delivered to 
Seller and Escrow Agent no later than the expiration of the Inspection Period, extend 
the Inspection Period by ten___(10) days. If the Seller unreasonably delays or denies 
Buyer access during the Inspection Period, Buyer shall have the right to (i) extend 
the Inspection Period one day for each day of any such unreasonable delay or (ii) in 
Buyer’s sole discretion, deliver notice terminating this Agreement to Seller and 
Escrow Agent and the Earnest Money Deposit shall be refunded to Buyer.    
 
b) Within ten (10) business days of the Escrow Opening Date, Seller shall deliver to 
Buyer electronic copies of any (i) surveys and site plans that pertain to the Property; 
(ii) tax notices and correspondence; (iii) zoning reports and/or letters; (iv) existing 
soil reports; (v) correspondence and/or reports from regulatory agencies; and (vi) 
similar records relating to the Property, or the development thereof, that are in the 
possession of, or are readily available to, Seller or its agents (collectively, the Due 
Diligence Documents), if any.  
 
c) Within the first thirty (30) days of the Inspection Period, Seller shall also deliver to 
Buyer copies of all leases or licenses affecting the Property if any, and all other

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contracts or agreements relating to the Property, along with estoppel certificates 
certifying that any leases are in effect and in good standing.   
 
d) If the Buyer Investigations are not acceptable to Buyer, in Buyer’s sole discretion, 
Buyer may deliver written notice terminating this Agreement to Seller and Escrow 
Agent on or before the end of the Inspection Period.  If Buyer timely delivers a 
written termination notice, this Agreement and the related escrow will be deemed 
immediately cancelled, and Buyer shall be refunded the Earnest Money Deposit. 
Seller will pay customary escrow cancellation charges and neither Buyer nor Seller 
will have further rights or obligations regarding this Agreement. Seller has no 
obligation to cure or remove any matter found as a result of the Buyer Investigations 
pursuant to this Agreement.   
 
 
4.02. 
Insurance.  The Seller acknowledges and agrees that Buyer is self-insured.  If requested, 
Buyer shall deliver proof of self-insurance to Seller. 
 
4.03. 
Environmental Stipulations.  If Seller has knowledge or possession of any 
environmental reports on the Property, Seller shall, within ten (10) business days of the 
Escrow Opening Date, provide Buyer with a list and the date of any environmental 
reports conducted on the Property that are known to the Seller, and provide a copy of 
said reports that are in Seller’s possession to the Buyer.  Buyer may, at its own expense, 
have the environmental report(s) updated and certified or addressed to Buyer and/or 
obtain new environmental report(s), all at Buyer’s expense.   
 
4.04. 
Survey of the Property.  Seller shall disclose to Buyer any and all surveys of the 
Property known to the Seller and shall, within ten (10) business days of the Escrow 
Opening Date, furnish a copy of said survey(s) in Seller’s possession to Buyer. 
 
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) (hereinafter 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/or its officers, officials, agents, employees, or 
contractors. 
 
5. 
BUYER'S REPRESENTATIONS. Buyer represents that it has full power and authority to 
enter into this Agreement and to consummate all of the transactions hereby contemplated.  
 
6. RISK OF LOSS.  Except as otherwise provided in this Agreement, all risk of loss related to 
ownership and possession of the Property, including liability to third persons, shall be the responsibility of 
the Seller until the title and possession of the Property passes to the Buyer at Close of Escrow.  Seller shall 
indemnify and hold Buyer harmless for all such loss, damage, liability, fees or costs of any kind whatsoever, 
except those caused by the Buyer.  This indemnity shall survive termination of this Agreement.  If any loss,

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damage, or taking occurs prior to Close of Escrow of the Property (other than loss or damage caused by the 
Buyer) that renders the Property unusable or ill-suited (as determined by Buyer in its sole, but reasonable, 
discretion) for Buyer’s intended use, Buyer, at Buyer’s sole option and by written notice to Seller and 
Escrow Agent, will be entitled to cancel this Agreement and the related escrow.  Upon Buyer’s cancellation 
of this Agreement under the preceding sentence, the cancellation will be immediate, Buyer’s Earnest Money 
Deposit (if any) shall be returned to the Buyer, Buyer and Seller shall each pay one-half of the customary 
escrow cancellation charges, and neither Seller nor Buyer will have any further obligation or responsibility 
to the other to perform under this Agreement, except as otherwise provided in this Agreement.  
 
7. ENVIRONMENTAL LIABILITY.  To the best of Seller’s knowledge, no hazardous 
substances or wastes or petroleum products have been located on the Property, and Seller has received no 
notice of any violations of any local, state or federal statutes or laws governing the generation, treatment, 
storage, disposal or clean-up of hazardous substances. To the best of Seller’s knowledge, there are no 
underground storage tanks on the Property.  
 
8. ASSIGNABILITY.  Neither the Seller nor the Buyer may assign any of its rights or obligations 
under this Agreement without the other Party’s advance written consent.  This Agreement shall be binding 
upon Seller and Buyer and their respective successors and assigns. 
 
9. BREACH OF AGREEMENT, DAMAGES.  
 
9.01. 
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, and if Seller 
fails to cure the breach or default within thirty (30) business days after receipt of written 
notice from Buyer specifying the breach or default, then Buyer, in its sole discretion, 
may terminate this Agreement and the escrow by giving written notice to Seller and the 
Escrow Agent. If that occurs, Seller shall be liable for all customary escrow cancellation 
charges, Escrow Agent shall refund the Earnest Money Deposit to Buyer, and Seller 
shall reimburse Buyer for costs and expenses incurred by Buyer in connection with this 
Agreement.  
 
9.02. 
In the event of: (i) the breach or non-performance of this Agreement by Buyer; or (ii) 
Buyer fails to close this transaction, other than due to the default of the Seller, and if 
Buyer fails to cure the breach or failure within thirty (30) business days after receipt of 
written notice from Seller specifying the default, Seller may, unless a remedy is already 
provided in this Agreement, terminate this Agreement and escrow by giving written 
notice to Buyer and Escrow Agent and the Buyer shall be liable for all customary escrow 
cancellation charges and the Earnest Money Deposit shall be forfeited to the Seller.  
Such payment of the escrow cancellation charges and Earnest Money Deposit shall be 
the Seller’s sole and exclusive remedy in the event of default by Buyer; Seller hereby 
waives and releases any right to, and hereby covenants that Seller shall not, sue the 
Buyer for (a) specific performance, or (b) damages. 
 
10. 
DISPUTES.  Disputes arising from this Agreement shall be subject to mandatory arbitration.  
A notice of a dispute must be provided in writing to the other Party and provide a summary of the issue that 
is the subject of the dispute. 
 
10.01. The Parties shall confer within thirty (30) calendar days of receipt of a notice of dispute 
to resolve the dispute and/or decide, within ten (10) business days after conferring, on a 
mutually acceptable arbiter. If a mutually acceptable arbiter cannot be agreed upon

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within thirty (30) calendar days after conferring, the Parties agree that each Party shall 
name one (1) arbiter and those two (2) arbiters shall select a third arbiter.  Any decisions 
made shall be made by a majority of the panel of three arbiters. 
 
10.02. If the Parties mutually agree to proceed to arbitration in lieu of cancelling this 
Agreement, arbitration shall be binding. The cost of any arbitration shall be shared 
equally by the Parties. 
 
11. “AS-IS, WHERE IS”.  At Close of Escrow, the Property will be conveyed to the Buyer by 
Seller in a strict “as is, where is” condition. Seller has made no representations or warranties regarding the 
condition of the Property other than as set forth in this document and Buyer does not and may not rely upon 
any representation or warranty that is not set forth in writing in this Agreement or in the Special Warranty 
Deed. 
 
12. NOTICES.  No notices, waiver, or other communication under this Agreement shall be effective 
unless in writing and personally served, or sent by certified mail, return receipt requested, with postage 
prepaid or by commercial express delivery service providing receipted delivery.  All such notices shall be 
addressed to the Parties at the addresses noted below.  If personally served, or sent via commercial delivery 
service, any such notice shall be deemed given at the time of such service or, if by mail, two (2) calendar 
days following the depositing of the same in a post office box regularly maintained by the United States 
Postal Service. 
 
 
BUYER:  
 
 
 
 
SELLER: 
 
 
Maricopa County 
Keig Commercial Real Estate, LLC as 
Agent for Sellers 
 
Attn: Director, Real Estate Department  
Attn:  Frank Demeter 
      2801 W. Durango Street 
 
3309 N. 2nd Street 
 
Phoenix, AZ 85009 
 
 
 
Phoenix, AZ 85012 
 
13. 1031 EXCHANGE.  Any party/parties may consummate (and the other party/parties shall 
reasonably cooperate with) the sale of the property as part of a so-called like kind exchange 
(“Exchange”), pursuant to applicable tax codes, provided that: (i) the Closing shall not be 
delayed or affected by reason of the Exchange nor shall the consummation or accomplishment 
of the Exchange be a condition to any party’s obligations under this Agreement, and (ii) no party 
shall incur any cost or liability in connection with another party’s Exchange. 
 
14. GENERAL PROVISIONS.  
 
14.01. Date of Agreement.  The date of this Agreement for all purposes where such date is 
referenced herein shall be the date last signed on the signature pages that follow. 
 
14.02. 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. 
 
14.03. Authority to Execute.  The Seller and Buyer both acknowledge that the person(s) 
whose signatures appear below have appropriate authority to execute this Agreement on 
behalf of the Seller and Buyer.  Seller to provide documentation with proof of Seller’s 
authority to execute prior to Closing Date.

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14.04. Counterparts.  This Agreement may be signed in any number of counterparts with the 
same effect as if the signatures thereto and hereto are upon the same instrument. 
 
14.05. Survival and Expiration. All representations, indemnities and warranties made in the 
Agreement shall survive the expiration of this Agreement.  
 
14.06. Non-Foreign Affidavits.  Seller agrees that, in order to comply with Internal Revenue 
Code Section 1445, Seller will sign a Non-Foreign Affidavit in a form provided by 
Escrow Agent and approved by Buyer.  Said Affidavit to be delivered to Escrow Agent 
on or before the Close of Escrow. 
 
14.07. 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. 
 
14.08. Conflict of Interest.  This Agreement is subject to A.R.S. § 38-511, the provisions of 
which are incorporated herein by reference, and may be canceled pursuant thereto. 
 
14.09. Waiver.  Failure of any Party to exercise any term, condition, right, or option arising 
out of a breach of this Agreement shall not be deemed a waiver of any other term, 
condition or covenant herein, or of a subsequent breach of any term, right, option, 
covenant or condition herein with respect to any subsequent or different breach, or the 
continuance of any existing breach.  
 
14.10. Ambiguity.  This Agreement was drafted by the Buyer with the assistance of their 
attorneys.  Neither the Buyer or its attorneys have rendered legal or other advice to the 
Seller regarding sale of the Property or the specific terms of this Agreement.  Seller is 
aware of its right to obtain independent professional and/or legal assistance with this 
Agreement and, upon signing of the Agreement, represents that they have taken all steps 
they deem necessary (including but not limited to, seeking the advice of professionals 
and/or attorneys) to assist them with this transaction.  Consequently, any ambiguity in 
this Agreement shall not be construed against either Party. 
 
14.11. Venue, Governing Law.  This Agreement shall be deemed to be made under, construed 
in accordance with, as well as governed, interpreted and regulated by, the laws of the 
State of Arizona, and arbitration proceedings, if applicable.  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 
 
14.12. Statutory Authority.  The Property is being purchased by Buyer in compliance with 
A.R.S. 11-251. 
 
14.13. Time is of the Essence.  Other than where this Agreement provides for a period of cure, 
time is of the essence in the performance of all obligations under this Agreement.  If the 
time for performance of any obligation or for taking any action under the Agreement

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expires on a Saturday, Sunday, or legal holiday, the time for performance or for taking 
action will be extended to the next succeeding day which is not a Saturday, Sunday, or 
legal holiday and during which Escrow Agent is open for business.  
 
14.14. Amendment.  This Agreement may only be amended by a written instrument executed 
by Buyer and Seller expressly stating their intention to amend this Agreement. 
 
14.15. Administration of Agreement. The Assistant County Manager for Maricopa County 
and/or the Director of the Real Estate Department for Maricopa County shall administer 
this Agreement. 
 
 
 
 
 
 
 
 
 
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGE(S) FOLLOW

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date written below. 
 
SELLERS: 
NB – LAPIAZZA 1, LLC, a Delaware limited 
liability company 
 
By: _______________________________ 
Michael Krambs, Trustee of MORK 
Family Trust dated November 1, 2007, 
Co-Managing Member 
 
Date: ________________________ 
 
By: _______________________________ 
Olga V. Krambs, Trustee of MORK 
Family Trust dated November 1, 2007, 
Co-Managing Member 
 
Date: ________________________ 
 
NB – LAPIAZZA 4, LLC, a Delaware limited 
liability company 
 
By: LS Capital Trus, LLC a Nevada limited  
liability company, its sole Member and 
Manager 
 
By: California Commercial Multi-Family 
Inc., a Nevada corporation, its Manager 
 
By: ___________________________ 
Gary Collett, President 
 
Date: ________________________ 
 
 
NB – LAPIAZZA 2, LLC, a Delaware limited 
liability company 
 
By: _______________________________ 
Samuel C. Thiessen 
Sole Member 
 
Date: ________________________ 
NB – LAPIAZZA 5, LLC, a Delaware limited 
liability company 
 
By: _______________________________ 
Eugene D. McCoy 
Sole Member 
 
Date: ________________________ 
 
NB – LAPIAZZA 3, LLC, a Delaware limited 
liability company 
 
By: _______________________________ 
Marilyn P. Thiessen 
Sole Member 
 
Date: ________________________ 
 
 
NB – LAPIAZZA 6, LLC, a Delaware limited 
liability company 
 
By: _______________________________ 
Christy A. McCoy 
Sole Member 
 
Date: ________________________ 
 
 
 
NB – LAPIAZZA 7, LLC, a Delaware limited 
liability company 
 
By: Lake Newel Ltd., a New York corporation, its 
Sole Member 
 
By: ___________________________ 
Roy Leonard, President 
 
Date: ________________________

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BUYER: 
MARICOPA COUNTY, 
a political subdivision of the State of Arizona  
 
 
 
By:_______________________________ 
            
      Chairman of the Board of Supervisors 
 
Date:  _____________________________ 
 
 
 
 
 
ATTEST: 
 
 
____________________________________ 
Clerk of the Board                               Date 
 
 
 
 
 
APPROVED AS TO FORM: 
 
 
___________________________________ 
Deputy County Attorney                     Date 
 
 
ACCEPTANCE BY ESCROW AGENT 
 
The Purchase Agreement & Escrow Instructions are accepted on this _______ day of 
__________________, 20__.  
 
ESCROW AGENT:       
 
 
 
 
By: _____________________________________ 
 
 
 
            , Escrow Agent

Page 13 of 14 
EXHIBIT A 
Attached to Purchase Agreement & Escrow Instructions 
 
PROPERTY 
 
Lots 3 and 4, of “Palm Valley Phase II Commerce Park Amended”, according to the plat of record in the 
office of the county recorder of Maricopa County, Arizona, recorded as Book 900 of Maps, Page 33.

Page 14 of 14 
EXHIBIT B 
Attached to Purchase Agreement & Escrow Instructions 
***  SPECIAL WARRANTY DEED FORM TO BE INSERTED HERE, ALONG WITH SEPARATE 
SIGNATURE PAGES FOR EACH OF THE SEVEN SELLERS IDENTIFIED IN THE PSA 
SIGNATURE BLOCKS*** 
 
 
SPECIAL WARRANTY DEED