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Maricopa County Purchase Agreement and Escrow Instructions Title Company Security Title Agency Date January 11, 2024 Address 4722 N. 24" Street Phone 602-230-6271 City Phoenix, Arizona 85016 Fax 602-926-0452 Escrow Officer Jason Bryant Email jbryant@securitytitle.com Escrow No. 15210648-015-JB6-SW Grantor: Happy Valley II, LLC, an Arizona limited liability company Phone: | 602-373-4502 Contact Nico Howard Phone: Mailing Address: 4148 N. Arcadia Dr. Email nico@silverbackcp.com City, State Zip Phoenix, Arizona 85018 Fax: Grantee: Maricopa County, a political subdivision of the State of Arizona Mailing Address: | Real Estate Department, 2801 W. Durango Street, Phoenix, Arizona 85009 MARICOPA COUNTY shall pay directly to the Grantor, or Sub- Charges and Disbursements to be paid from Grantor's funds as deposit with the Title Company if escrowed, the purchase price Object | follows (check all that apply): plus all lawful costs incidental to closing as follows: Code Escrow Fees ~ TBD L1_ Total Acquisition of Grantor's Property: Full release of all Title Policy Fees TBD monetary liens and encumbrances, and leases of any kind. Title Report Pay in full all due and delinquent real property taxes and Title Report Credit general and special improvement assessments. Prorate the Total Escrow & Title Fees TBD 14 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 Release & Reconveyance the lien of the current year's taxes in full. Release of Lease EX] Partial Acquisition of Grantor's Property: Partial release of all monetary liens and encumbrances, and leases of any kind. At the discretion of Maricopa County, pay due and delinquent Total Recording Fees TBD 14 property taxes and general and special improvement assessments, including full payment of taxes and Other Charges: assessments on individual assessor parcels within Release Fees Maricopa County's partial acquisition, and any Certificate(s) Consent Fees of Purchase. The current year's taxes shall not be prorated S.R.V.W.U.A. regardless of the closing date. Taxes -Prorated | L1_Easement(s): Consent to easement(s) by secured party(ies). Total Other Charges TBD 14 C1 _ Other Disbursements: _ | Sub Total TBD Land* $452,660.00 11 TCE $6,454.00 12 Improvements* $ 34,150.00 10 Administrative Settlement* $254,727.60 11 Total Purchase Price $747,991.60 Total Escrow & Title Costs TBD 14 Total Compensation (minus any funds paid outside of escrow) $747,991.60 TOTAL WARRANT** TBD *Escrow and title policy fees based on this amount only. **Sum of "Total Closing Costs" and "Total Compensation" only. Project Name: Northern Parkway 99% Ave-87% Ave Project Number: | TT0372 Assessor Parcel No.: 142-56-001D Item No. D24452 Right of Way Agent: Tangella Diaz Telephone # 602-506-4883 Page 1 of 8 The GRANTORS and GRANTEE, having executed a conveyance of certain real property rights as described and depicted in the Exhibit(s) A-1, A-2, B-J and B-2, 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 MARICOPA COUNTY Real Estate Department will be furnished a copy of the GRANTORS?’ 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 GRANTORS acknowledge receipt of the amount shown on the closing statement as due GRANTORS. Either a copy of this request or a copy ofa signed receipt is to be retained in the escrow file. MARICOPA COUNTY 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, MARICOPA 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. If any element of this transaction is not handled through a title company, the conveyance will be delivered directly to MARICOPA COUNTY and payment will be made direct from the GRANTEE to the GRANTORS after approval and 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 GRANTORS as full and complete compensation for the interest being acquired. If the acquisition is a partial acquisition from a larger parcel, the consideration also includes; full and complete compensation for all injury or damage to the GRANTORS? 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. MARICOPA COUNTY agrees to pay and the GRANTORS accepts the payment in full for the property described herein: ¢ — Real property in the amount of Four Hundred Fifty-Two Thousand Six Hundred Sixty and No/100 Dollars ($452,660.00) described and depicted in Exhibit A-1 and A-2. , ¢ Temporary Construction Easement in the amount of Six Thousand Four Hundred Fifty-Four and No/100 Dollars ($6,454.00) described and depicted in Exhibit B-1 and B-2. ¢ Improvements located on the property in the amount of Thirty-Four Thousand One Hundred Fifty and No/100 Dollars ($34,150.00) and broken out as follows in Exhibit “C”. ¢ Administrative Settlement in the amount of Two Hundred Fifty-Four Thousand Seven Hundred Twenty-Seven and 60/100 Dollars ($254,727.60). With respect to the development/redevelopment of the property prior to construction of project TT0372, GRANTORS will be responsible only for the costs of improvements required by the County or a municipality as part of a regulatory approval related to development/redevelopment of the property. MARICOPA COUNTY shall be responsible to the extent that damage occurs out of MARICOPA COUNTY 's occupation of the GRANTORS? 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 COUNTY's temporary occupancy of the property. All claims shall be submitted in accordance with the requirements of ARS 12-821. The parties hereto agree that the Purchase Price for the Property is not necessarily its market value, but was agreed upon through mutual negotiation, compromise and a settlement by the parties to avoid litigation if the Grantors/Grantee were to exercise its available powers of eminent domain to acquire the Property, to which Grantors were made aware of Grantee's intent to exercise such powers of eminent domain based upon correspondence received from Grantee dated January 11, 2023. Page 2 of 8 Grantor and Grantee acknowledge and agree that this Purchase Agreement and Escrow Instructions is entered into in lieu of and under the threat of condemnation by Grantee". This Agreement is subject to cancelation pursuant to A.R.S. § 38-511. It is further agreed settlement is being made in lieu of condemnation, and therefore not admissible as evidence of value, nor for any other evidentiary purpose, in conjunction with any judicial or administrative proceeding. GRANTORS: Happy Valley II, LLC, an Arizona limited liability company By: HV & Canal Master, LLC, as member and manager DocuSigned by: Noo toward, 350050454. Nico Howard, Authorized Agent Date 2/16/2024 ACCEPTED AND APPROVED: RECOMMENDED FOR APPROVAL: MARICOPA COUNTY DEPARTMENT MARICOPA COUNTY BOARD OF OF TRANSPORTATION SUPERVISORS DocuSigned by: [sus Rodrigues Right OY WAP Stpetvisor Chairman of the Board 2/17/2024 Date Date ATTEST: Approved as to form within the powers and authority of the Board of Supervisors DocuSigned by: Wayre- Puck 2/20/2024 Clerk of the Board of Supervisors AM O4ES = Deputy County Attorney Date Page 3 of 8 Date EXHIBIT "'C" Parcel No. 142-56-001D Item No. D24452 (TD) Site Improvements Within ROW: Concrete Paved Driveway (1,800 S.F. @ $15/S.F.) $27,000.00 Palo Verde Trees (2 trees @ $2,000/tree) $4,000.00 Cacti (4 plants @ $600/plant) $2,400.00 Drip Irrigation System $500.00 Tree/Shrub Delivery Fee $250.00 TOTAL REPLACEMENT COST ESTIMATE $34,150.00 Page 4 of 8 Wood, Patel & Associates, Inc. Revised March 10, 2023 602.335.8500 January 25, 2023 www.woodpatel.com : WP# 215248.80 Page 1 of 2 See Exhibit “A-1” LEGAL DESCRIPTION Northern Avenue Portion of APN 142-56-001D D24452 Public Right-of-Way A portion of that certain parcel of land described in Document 2021-0996866, Maricopa County Records (MCR), lying within Section 4, Township 2 North, Range 1 East, of the Gila and Salt River Meridian, Maricopa County, Arizona, more particularly described as follows: COMMENCING at the north quarter corner of said Section 4, a 3-inch Maricopa County Department of Transportation brass cap in handhole, from which the northeast corner of said section, a 3-inch Maricopa County Department of Transportation brass cap in handhole, bears North 88°40'27" East (basis of bearing), a distance of 2661.77 feet; THENCE along the north line of said section, North 88°40'27" East, a distance of 358.73 feet; THENCE leaving said north line, South 01°19'33" East, a distance of 54.91 feet, to the northeast corner of said certain parcel of land and the POINT OF BEGINNING; THENCE along the east line of said certain parcel of land, South 00°17'03" West, a distance of 63.44 feet; THENCE leaving said east line, North 89°15'04" West, a distance of 8.44 feet; THENCE South 88°40'24" West, a distance of 350.16 feet, to the west line of said certain parcel of land; THENCE along said west line, North 00°17'03" East, a distance of 63.14 feet, to the northwest corner of said certain parcel of land; THENCE leaving said west line, along the north line of said certain parcel of land, North 88°40'27" East, a distance of 358.60 feet, to the POINT OF BEGINNING. Containing 22,633 square feet or 0.5196 acres, more or less. Subject to existing right-of-ways and easements. This parcel description was prepared without the benefit of survey fieldwork and is based on client provided information. Any monumentation noted in this parce! description is based on said information. 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Revised March 10, 2023 602.335.8500 January 25, 2023 www.woodpatel.com WP# 215248.80 Page 1 of 2 See Exhibit “B-1” LEGAL DESCRIPTION Northern Avenue Portion of APN 142-56-001D D24452 Temporary Construction Easement A portion of that certain parcel of land described in Document 2021-0996866, Maricopa County Records (MCR), lying within Section 4, Township 2 North, Range 1 East, of the Gila and Salt River Meridian, Maricopa County, Arizona, more particularly described as follows: COMMENCING at the north quarter corner of said Section 4, a 3-inch Maricopa County Department of Transportation brass cap in handhole, from which the northeast corner of said section, a 3-inch Maricopa County Department of Transportation brass cap in handhole, bears North 88°40'27" East (basis of bearing), a distance of 2661.77 feet; THENCE along the north line of said section, North 88°40'27" East, a distance of 356.94 feet; THENCE leaving said north line, South 01°19'33" East, a distance of 118.32 feet, to the east line of said certain parcel of land and the POINT OF BEGINNING; THENCE along said east line, South 00°17'03" West, a distance of 5.00 feet; THENCE leaving said east line, North 89°15'04" West, a distance of 8.39 feet; THENCE South 88°40'24" West, a distance of 350.21 feet, to the west line of said certain parcel of land; THENCE along said west line, North 00°17'03" East, a distance of 5.00 feet; THENCE leaving said west line, North 88°40'24" East, a distance of 350.16 feet; THENCE South 89°15'04" East, a distance of 8.44 feet, to the POINT OF BEGINNING. Containing 1,793 square feet or 0.0412 acres, more or less. Subject to existing right-of-ways and easements. This parcel description was prepared without the benefit of survey fieldwork and is based on client provided information. Any monumentation noted in this parcel description is based on said information. Y:\WP\Parcel Descriptions\2021\215248.80 Northem Ave Portion of APN 142-56-001D D24452 TCE L15RO01 03-10-23.docx Page 7 of 8 EXPIRES 12-31-23 Bmp" LONSL Terzg\eBeTMhenns\gpzS | Z\LZ02\:Z gj0g abe €2-b€-2) SAYIdX3 31VOS OL LON 240 2 30vd 08 82512 #aM €z0z/OL/€ GASIATY INSINSSV3 NOLLONYLSNOD ANVYOdWL 100-95-Zr NdW 40 NOLLYOd 3NNAAV NYSHLYON 4, LIGIHXS ws | 3p0St68s | #1 00'S | Me0L-00$ | 21 6e8 | MubOSL68N | 7 zesht =| B€e6bo-0s | 11 JONVLSIG | ONIVad | ZNIT) | ZONViSIG | ONIuv3a | 3NIT a1avi SNM a7av1 NN / €Z00-95-Zh1. 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