450_S_5TH_AVENUEPURCHASEAGREEMENT_FINAL.DOCX.PDF
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PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
C-78-24-066-X-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 WIC West
Lincoln JV, LLC., a Delaware limited liability company (“Seller”), as of the last date executed
below (the “Effective Date”). 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 generally located at 450 South 5th Avenue, Phoenix, AZ 85003, also
known as Assessor’s Parcel Nos. 112-18-988, 112-18-989, 112-18-990, 112-18-119, 112-18-992,
112-18-993, 112-18-994A, and 112-18-995C located in Maricopa County, Arizona, as more
particularly described on Exhibit A, attached hereto and made a part hereof (the “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 Four Million Two
Hundred Thousand Dollars ($4,200,000.00) (the “Purchase Price”) and shall be paid by Buyer to
Seller on or before the Close of Escrow, defined below. Within ten (10) business days following
the Effective Date of this Agreement, Buyer shall open escrow on this transaction by placing an
earnest money deposit (the “Earnest Money Deposit”) in the amount of Three Hundred Thousand
Dollars ($300,000.00) to be deposited into an escrow account chosen by Buyer. The Earnest
Money Deposit shall be: (i) credited to Buyer toward the Purchase Price at Close of Escrow; (ii)
refunded to Buyer if Buyer cancels this Agreement during the Inspection Period as defined in
Section 4.01 below; or (iii) non-refundable to Buyer following expiration of the Inspection Period
for any reason other than termination of this Agreement as a result of Seller’s uncured 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
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Fax: (602) 926-0452
Email: jbryant@securitytitle.com
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 copy or counterpart original(s) or copy/ies
of this Agreement are delivered to the Escrow Agent.
1.04. Close of Escrow Date. Close of Escrow shall occur no later than thirty (30) days
after the expiration of the Inspection Period, which date shall be referred to as the
“Close of Escrow,” provided, however, that as a condition precedent to Close of
Escrow, Buyer’s Arizona Department of Environmental Quality (ADEQ)
Prospective Purchaser Agreement Application shall have been accepted by ADEQ.
Buyer shall establish the date for Close of Escrow with at least seven (7) days’ prior
written notice to Seller and Escrow Agent. The Director of Real Estate of Maricopa
County may, in its sole discretion, determine Close of Escrow as provided in this
Section 1.04, provided, however, that notwithstanding the foregoing, provided that
all conditions precedent have been satisfied, the Close of Escrow shall occur no
later than thirty (30) days after the expiration of the Inspection Period. All real
property taxes and assessments, income and expense pro-rations, if any, shall be as
of the last day of the month of the Close of Escrow. At the Close of Escrow, both
the title to, and possession of, the Property shall be transferred from Seller to Buyer.
1.05. Title Insurance; Close of Escrow 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 the cost to remove any liens, including but not limited to liens
resulting from any delinquent 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 real property taxes that have
accrued on the Property through Close of Escrow. Buyer is exempt from the
payment of real property taxes by operation of law. Seller shall pay transfer
taxes (if any) and all recording fees, and one-half (1/2) of all other fees and
costs incurred to repay any liens or other expenses. Buyer and Seller each agree
to pay one-half (1/2) of the escrow fee except as previously stated herein. Each
Party agrees to pay its own attorney fees.
b) All of the above-referenced costs that are the responsibility of 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 Seller shall be paid from
Seller’s proceeds, and/or Seller’s funds, prior to, or at Close of Escrow as
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required by Escrow Agent and prior to any distributions to Seller. Seller shall
deliver fully executed releases in form able to be recorded and in form
acceptable to the Escrow Agent such that they may be removed as exceptions
to title for any and all costs and encumbrances that are not to be paid by the
Escrow Agent from Seller’s proceeds at Close of Escrow.
1.06. Real Estate Commission. Seller shall pay the entirety of the brokerage
commission due to JLL (Keith Lammersen) 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. Buyer represents to
Seller that it has not dealt with any broker or agent in connection with this
transaction other than JLL (Keith Lammersen). Buyer hereby indemnifies and
holds harmless Seller from any claim, demand or suit for any brokerage and/or real
estate commission, finder’s fee, or similar charge arising out of a breach of the
foregoing representation. The provisions of this Section 1.06 shall survive the
Close of Escrow or the termination of this Agreement until the expiration of any
applicable statute of limitations for 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 contemplated
hereby.
1.07. Close of Escrow 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 Seller,
conveying the Property to Buyer, the form of which is attached hereto and made
a part hereof as Exhibit B.
b) Such other documents as shall be reasonably required by Buyer and/or Escrow
Agent as a condition to insuring title to the Property and as required to
effectuate the Close of Escrow.
1.08. Seller’s Obligations Regarding Reports. Seller has provided Buyer with access,
via an electronic data room or other electronic means, to copies of the items listed
on Exhibit C (the “Reports”), which Reports are, to the best of Seller’s knowledge,
true, complete and accurate.
2. TITLE COMMITMENT.
2.01. Preliminary Title Report. Within ten (10) business days of the Escrow Opening
Date, Escrow Agent shall provide to Buyer and Seller, at Seller’s expense, a
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Commitment for Title Insurance for the Property (the “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 by Escrow Agent to both Buyer and Seller.
2.02. Title Objections; No Obligation to Act.
a)
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”).
b)
At Buyer's option, but not as a condition precedent to Buyer’s obligation to
close escrow, Buyer may procure an extended coverage title insurance policy,
if available, in which event Buyer shall pay the amount of increased premium
(including for any endorsements requested by Buyer) 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 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, Escrow
Agent shall contact 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/or ensure release of, any Non-approved
Exceptions on or before the Close of Escrow.
3.
SELLER'S REPRESENTATIONS. As used in this Section 3, references to
“Seller’s knowledge” shall mean the knowledge of David Brown, who is the person with most
knowledge about the Property on behalf of Seller,, and such individual shall not have any personal
liability whatsoever in connection with this Agreement or the transactions contemplated herein.
Seller represents and warrants to Buyer, as of the date Seller executes this Agreement, as follows:
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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, to Seller’s knowledge, 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. Other than as set forth in the Title Report, to Seller’s knowledge, there are no parties
in possession of the Property, and no other party has been granted any license, lease,
or other right relating to the use or possession of the Property.
3.04. Seller has not granted any rights of first refusal or options to purchase the Property
to any other third party.
3.05. From and after the Effective Date of this Agreement, Seller shall not at any time
prior to Close of Escrow, grant any additional interest in the Property to any party,
or voluntarily encumber the Property.
3.06. From and after the Effective Date 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.
If Buyer learns of any actual or alleged material inaccuracy in Seller’s
representations or warranties after the date hereof and prior to the Close of Escrow,
Buyer shall promptly notify Seller thereof. If Seller learns of any actual or alleged
material inaccuracy in such representations or warranties, Seller shall promptly
notify Buyer thereof. Seller shall have the right, but not the obligation, at Seller’s
cost and expense, to cure such inaccuracy. Seller shall advise Buyer of the election
to cure within ten (10) days of the notice required. Failing such cure by Seller,
Buyer’s exclusive remedy in such event shall be to elect, on or before the earlier of
the scheduled Close of Escrow or the date that is five (5) business days after Seller
providing Buyer notice of its election to either (i) waive such breach and proceed
to consummate the transaction contemplated by this Agreement without reduction
in the Purchase Price or (ii) terminate this Agreement, whereupon Escrow Agent
shall return the Earnest Money Deposit to Buyer, Seller shall be liable for all
customary escrow cancellation charges, and neither Party will have any further
rights or obligations regarding this Agreement or the Property except for any
obligations which are to expressly survive the termination of this Agreement.
Seller’s representations and warranties as contained herein shall survive the Close
of Escrow for a period of six (6) months, but not thereafter, it being the intention
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of the parties that any suit or action for breach or for indemnity against liabilities
resulting from any such breach must be brought no later than six (6) months after
the Close of Escrow or they shall be forever barred. Seller shall have no liability
whatsoever to Buyer with respect to a breach of any of the representations and
warranties contained in this Section if Buyer proceeds to the Close of Escrow
without exercising the right of termination set forth above.
4.
ACCESS TO PROPERTY.
4.01. Buyer’s Investigations; Right of Entry.
a)
Inspection Period; Buyer’s Investigations. Commencing on the Effective Date
of this Agreement, and ending at 5 p.m. (Phoenix, Arizona time) 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 (individually and
collectively, “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. Buyer shall not conduct,
permit or allow any intrusive testing to occur (i.e., drilling or boring into the
Property) without first obtaining Seller’s prior written consent, which shall not be
unreasonably withheld, conditioned, or delayed. If Seller shall refuse such consent,
Buyer may terminate this Agreement. Seller, for security purposes, shall have the
right to have its agents present during any and all of Buyer Investigations. All of
Buyer Investigations shall be arranged at mutually convenient times. Any entry by
Buyer onto the Property, as well as any inspections, investigations, studies, and
tests of the Property in connection with Buyer Investigations, shall be subject to,
and conducted in accordance with, all applicable laws. If 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 written notice terminating this
Agreement to Seller and Escrow Agent within five (5) days of the end of the
Inspection Period. If Buyer elects to timely terminate this Agreement, the Parties
shall follow the procedures set forth below in Section 4.01(e).
b)
Buyer’s Parking Right. Beginning on the Effective Date through the Close of
Escrow, Seller shall allow Buyer and its agents, employees, vendors, customers,
contractors and visitors to park on the Property at no cost to Buyer.
Notwithstanding the foregoing, in the event Buyer fails to close this transaction,
other than due to the default of Seller, Buyer’s Parking Right shall automatically
terminate effective on the date of the termination of this Agreement and, in
consideration for Buyer’s Parking Right, Buyer shall pay to Seller $25,000.00 for
each month between the Effective Date and the effective date of the termination of
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this Agreement (prorated for any partial month) for such parking under this
Agreement, which obligation shall survive the termination of this Agreement.
Seller acknowledges that Buyer is self-insured, and Buyer shall submit a certificate
of insurance to Seller upon request.
c)
Intentionally omitted.
d)
Intentionally omitted.
e)
Buyer’s Termination Right. If 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, in which event this Agreement and the related escrow will be deemed
immediately cancelled, and Buyer shall be refunded the Earnest Money Deposit.
Buyer and Seller shall each pay one-half of the customary escrow cancellation
charges, and neither Buyer nor Seller will have further rights or obligations
regarding this Agreement or the Property except for any obligations which
expressly survive the termination of this Agreement. Seller has no obligation to
cure or remove any matter found as a result of Buyer Investigations pursuant to this
Agreement. If Buyer timely exercises its right to terminate this Agreement, Buyer
shall, within ten (10) business days after such termination, deliver to Seller, without
charge, and without any representation or warranty as to their use or accuracy, the
surveys, inspections, boring, percolation, geologic, environmental and soil tests,
and other non-confidential studies of the Property performed by or on behalf of
Buyer, if any, during the Inspection Period.
4.02. Insurance. Seller acknowledges and agrees that Buyer is self-insured. Buyer shall
deliver proof of self-insurance to Seller prior to conducting any of the Buyer
Investigations.
4.03. Intentionally omitted.
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. If any mechanic’s or materialman’s liens or
claim of lien or any other lien, claim, judgment or other encumbrance at any time
shall be filed against the Property or any part thereof or against Seller’s interest
therein as a result of any labor performed or materials or services furnished or
claimed to have been performed or furnished to or on behalf of Buyer, Buyer shall,
promptly after receipt of notice of the filing thereof, cause the same to be released
and discharged of record, by payment, bond or otherwise, all of which shall be at
Buyer’s sole cost and expense. The foregoing shall survive the Close of Escrow or
the termination of this Agreement.
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4.06. Claims Arising Out of Entry. To the extent not prohibited by law, Buyer, and its
agents or assigns, shall indemnify, defend, and hold harmless Seller, as indemnitee,
from and against any and all 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, and/or its officers, officials, agents, employees, contractors,
vendors, customers, or visitors, entry on to the Property, including without limitation
in connection with Buyer’s Parking Right, but only to the extent that such Claims are
caused by the act, omission, negligence, misconduct, or other fault of Buyer and/or its
officers, officials, agents, employees, contractors, vendors, customers, or visitors.
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 Seller until the title and possession of the Property passes to Buyer at Close
of Escrow. If any loss of, damage to, or taking of the Property occurs prior to Close of Escrow
(other than loss or damage caused by 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, Buyer’s Earnest Money Deposit shall be returned to 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, except as
may have been disclosed to Buyer, including without limitation in the Reports, 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.
8.
ASSIGNABILITY. Neither Seller nor 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 (provided,
however, that such cure period shall be reduced to five (5) business days in
connection with Seller’s failure to close), then Buyer, in its sole discretion, may
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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 the actual out-of-pocket costs and
expenses (including without limitation attorneys’ and consultants’ fees) incurred
by Buyer in connection with this Agreement and/or the transaction contemplated
hereby (in an amount not to exceed $50,000.00). Thereafter, each of the Parties
shall be relieved of any further obligation to the other arising by virtue of this
Agreement (except for obligations that are expressly intended to survive the
termination of this Agreement). Notwithstanding the foregoing, if Seller is in
default with respect any of its obligations under this Agreement that survive the
termination or Close of Escrow of this Agreement, Buyer shall have all rights and
remedies at law or in equity in connection with such default, provided that in no
event shall Seller be liable for any consequential, punitive, special or exemplary
damages.
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 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 (provided, however, that
such cure period shall be reduced to five (5) business days in connection with
Buyer’s failure to close), Seller may, as its sole and exclusive remedy, terminate
this Agreement and escrow by giving written notice to Buyer and Escrow Agent.
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. The Parties agree that the
amount of actual damages that Seller would suffer as a result of Buyer’s default
would be extremely difficult to determine and have agreed, after specific
negotiation, that the amount of the escrow cancellation charges and the Earnest
Money Deposit is a reasonable estimate of Seller’s damages and is intended to
constitute a fixed amount of liquidated damages in lieu of other remedies available
to Seller and is not intended to constitute a penalty. Seller hereby waives and
releases any right to, and hereby covenants that Seller shall not, sue Buyer for (a)
specific performance, or (b) damages. The provisions of this Section 9.02 shall
survive the termination of this Agreement.
“AS-IS, WHERE IS”. EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, BUYER ACKNOWLEDGES THAT BUYER IS PURCHASING THE
PROPERTY IN “AS IS” AND “WHERE IS” CONDITION, WITH ALL FAULTS,
DEFECTS AND OTHER ADVERSE MATTERS, AND THAT SELLER IS SELLING
THE PROPERTY IN “AS IS” AND “WHERE IS” CONDITION WITH ALL FAULTS,
DEFECTS AND OTHER ADVERSE MATTERS. EXCEPT FOR THE EXPRESS
REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY SELLER IN
THIS AGREEMENT OR IN THE DOCUMENTS TO BE EXECUTED BY SELLER AT
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THE CLOSING, BUYER ACKNOWLEDGES AND AGREES THAT THE
DISCLAIMERS SET FORTH IN THIS SECTION ARE AN INTEGRAL PART OF THIS
AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO COMPLETE
THE SALE ON THE TERMS PROVIDED IN THIS AGREEMENT WITHOUT THE
DISCLAIMERS SET FORTH IN THIS SECTION. The provisions of this Section shall
survive the Close of Escrow or the earlier termination of this Agreement.
10.
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, or sent by electronic mail, read receipt requested. 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
WIC West Lincoln JV, LLC.
Attn: Director Real Estate
c/o James R. Wentworth
2801 W. Durango Street
802 3rd Avenue
Phoenix, AZ 85009
Phoenix, Arizona 85003
alex.smith@maricopa.gov
jrwentworth@wentprop.com
With a copy to:
Mast Law Firm, P.C.,
c/o Trevor Chait
2415 E. Camelback Road, Suite 455
Phoenix, AZ 85016
tchait@mastlawfirm.com
11.
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: (a) the Close of
Escrow 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 (b) no party shall incur any cost or liability in connection with another party’s Exchange.
12.
GENERAL PROVISIONS.
12.01. 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.
12.02. 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.
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12.03. Authority to Execute. Seller and Buyer both acknowledge that the person(s)
whose signatures appear below have appropriate authority to execute this
Agreement on behalf of Seller and Buyer. Seller to provide documentation to
Buyer with proof of Seller’s authority to execute prior to the Close of Escrow.
12.04. Counterparts and Recitals. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Electronic signatures shall have the
same force and effect as original signatures. The Recitals by this reference are
hereby incorporated into this Agreement.
12.05. Survival and Expiration. All representations, indemnities and warranties made in
the Agreement shall survive the expiration of this Agreement.
12.06. 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.
12.07. 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.
12.08. 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.
12.09. 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.
12.10. Ambiguity. This Agreement was drafted by Buyer with the assistance of attorneys.
Neither Party nor their attorneys have rendered legal or other advice to the other
Party regarding the sale of the Property or the specific terms of this Agreement.
The Parties are aware of their right to obtain independent professional and/or legal
assistance with this Agreement and, upon signing of the Agreement, the Parties
represent that they have taken all steps deemed 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.
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12.11. 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. 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.
12.12. Statutory Authority. The Property is being purchased by Buyer in compliance
with A.R.S. 11-251.
12.13. 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 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. For purposes of this Agreement, “business day” means a day that is
not a Saturday, Sunday, or legal holiday and during which Escrow Agent is open
for business.
12.14. Amendment. This Agreement may only be amended by a written instrument
executed by Buyer and Seller expressly stating their intention to amend this
Agreement.
13.15 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 on behalf of Buyer, including executing documents
to advance administration of this Agreement.
13.16 No Recording. Each Party hereto covenants and agrees that it has no right to, and
in no event will such Party, record or cause to be recorded this Agreement or any
memorandum hereof or other document relating to this Agreement (other than the
documents to be recorded in connection with the Close of Escrow under this
Agreement) and, if either Party breaches the provisions of this Section, the other
Party shall have the option of terminating this Agreement. The provisions of this
Section shall survive the Close of Escrow or any termination of this Agreement
indefinitely.
13.17 Attorneys’ Fees. If any legal action or other proceeding is brought or if an attorney
is retained for the enforcement of this Agreement or any portion thereof, or because
of any alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Agreement, the prevailing Party shall be entitled to recover
from the other Party reimbursement for the reasonable fees of attorneys and other
costs (including court costs) incurred by the prevailing Party, in addition to any
other relief to which it may be entitled.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date written
below.
SELLER:
WIC WEST LINCOLN JV, LLC,
a Delaware limited liability company
By: WIC WEST LINCOLN, LLC,
a Delaware limited liability company
Its: Manager
By:
Name: James R. Wentworth
Title: President
Date: ___________________
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2/14/2024
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BUYER:
MARICOPA COUNTY,
a political subdivision of the State of Arizona
By:_______________________________
Chairman of the Board
Date: _____________________________
ATTEST:
____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
___________________________________
Deputy County Attorney Date
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2/14/2024
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ACCEPTANCE BY ESCROW AGENT
The Purchase Agreement & Escrow Instructions are accepted on this _______ day of
____________, 2024.
ESCROW AGENT: Security Title Agency, Inc
By: _____________________________________
Jason Bryant, Escrow Agent
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EXHIBIT A
Attached to Purchase Agreement & Escrow Instructions
PROPERTY
The following described tract of land situate and lying in the County of Maricopa, State of Arizona,
to wit:
PARCEL NO. 1
THE SOUTH HALF (S1/2) OF LOT SIX (6) IN BLOCK THREE (3) OF CALDERWOOD'S
ADDITION TO THE CITY OF PHOENIX, MARICOPA COUNTY, ARIZONA, ACCORDING
TO THE MAP OR PLAT OF SAID ADDITION OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 1 OF MAPS AT
PAGE 18 THEREOF.
PARCEL NO. 2
BEGINNING AT THE SOUTHEAST CORNER OF LOT SEVEN (7) IN BLOCK THREE (3)
OF CALDERWOOD'S ADDITION TO THE CITY OF PHOENIX;
THENCE NORTH TO THE NORTHEAST CORNER OF SAID LOT;
THENCE WEST SEVENTY-FIVE (75) FEET;
THENCE SOUTH TO THE SOUTH LINE OF SAID LOT;
THENCE EAST SEVENTY-FIVE (75) FEET TO THE PLACE OF BEGINNING;
ALSO FROM THE SAID SOUTHEAST CORNER OF SAID LOT 7, THENCE CONTINUING
EAST TO THE EAST LINE OF LOT ONE (1) IN BLOCK NINE (9) OF MONTGOMERY'S
ADDITION TO THE CITY OF PHOENIX;
THENCE NORTH TO THE NORTHEAST CORNER OF SAID LOT ONE;
THENCE WEST TO THE EAST LINE OF SAID LOT SEVEN (7), BLOCK THREE (3),
CALDERWOOD'S ADDITION;
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THENCE SOUTH TO THE PLACE OF BEGINNING.
PARCEL NO. 3
THE WEST ONE HUNDRED (100) FEET OF LOT SEVEN (7) IN BLOCK THREE (3), IN
CALDERWOOD'S ADDITION TO THE CITY OF PHOENIX, ACCORDING TO BOOK 1 OF
MAPS, PAGE 18, RECORDS OF MARICOPA COUNTY, ARIZONA.
PARCEL NO. 4
THAT PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF THE
NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION EIGHT (8),
TOWNSHIP ONE (1) NORTH, RANGE THREE (3), EAST OF THE GILA AND SALT RIVER
BASE AND MERIDIAN, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTH LINE OF THE ARIZONA EASTERN
RAILROAD RIGHT OF WAY DISTANT 436 FEET SOUTH AND 825 FEET EAST OF THE
NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION;
THENCE SOUTH 222.8 FEET MORE OR LESS TO THE NORTH LINE OF LINCOLN
STREET IN THE CITY OF PHOENIX;
THENCE WEST ALONG THE NORTH LINE OF SAID LINCOLN STREET 59.44 FEET;
THENCE NORTH 56° 31' WEST 90.63 FEET MORE OR LESS TO THE EAST LINE OF 5TH
AVENUE IN THE CITY OF PHOENIX;
THENCE NORTH ALONG THE EAST LINE OF SAID 5TH AVENUE 117.2 FEET MORE OR
LESS TO THE SOUTH LINE OF SAID RAILROAD RIGHT OF WAY;
THENCE NORTHEASTERLY ALONG SAID RAILROAD RIGHT OF WAY 146 FEET MORE
OR LESS TO THE POINT OF BEGINNING.
PARCEL NO. 5
THAT PART OF THE AMENDED PLAT OF MONTGOMERY'S ADDITION, IN THE CITY
OF PHOENIX, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 2 OF MAPS, PAGE
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40 THEREOF, BASED ON A BEARING OF WEST FOR LINCOLN STREET IN SAID
AMENDED PLAT OF MONTGOMERY'S ADDITION, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF LOT 1, IN BLOCK 9, RESURVEY OF
MONTGOMERY'S ADDITION, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE
OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 2 OF
MAPS, PAGE 63, SAID POINT OF BEGINNING BEING IDENTICAL WITH THE POINT OF
INTERSECTION OF THE NORTH LINE OF LINCOLN STREET WITH THE WEST LINE OF
5TH AVENUE AS SHOWN ON THE AMENDED PLAT OF MONTGOMERY'S ADDITION;
THENCE SOUTH 0°01' EAST, ALONG THE EAST LINE OF SAID LOT 1, IDENTICAL
WITH THE WEST RIGHT-OF-WAY LINE OF 5TH AVENUE, A DISTANCE OF 89.55 FEET;
THENCE EAST A DISTANCE OF 31.52 FEET TO A POINT ON A CURVE, CONCAVE TO
THE SOUTHEAST, WITH A RADIUS OF 454.19 FEET AND A CENTRAL ANGLE OF
22°54'31", THE TANGENT TO THE CURVE AT SAID POINT BEARING NORTH 53°23'21"
EAST;
THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF
181.60 FEET TO A POINT, THE TANGENT TO THE CURVE AT SAID POINT BEARING
NORTH 76°17'52" EAST;
THENCE NORTH A DISTANCE OF 12.75 FEET TO A POINT ON THE NORTH RIGHT-OF-
WAY LINE OF LINCOLN STREET;
THENCE WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE OF LINCOLN STREET, A
DISTANCE OF 194.84
FEET TO THE POINT OF BEGINNING.
PARCEL NO. 6
THAT PART OF THE SOUTHWEST QUARTER OF SECTION EIGHT, TOWNSHIP ONE (1)
NORTH, RANGE
THREE (3) EAST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA
COUNTY, ARIZONA,
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DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF LINCOLN STREET AND ON THE
EAST LINE OF THE
WEST 50 RODS OF SAID SOUTHWEST QUARTER WHICH BEARS SOUTH 658.84 FEET
FROM THE NORTH
LINE OF SAID SOUTHWEST QUARTER; SAID POINT BEARS SOUTH 89°43'15" EAST
99.85 FEET AND
NORTH 40.0 FEET FROM THE CITY MONUMENT AT THE INTERSECTION OF LINCOLN
STREET AND 5TH AVENUE;
THENCE NORTH 146.71 FEET ALONG THE EAST LINE OF THE WEST 50 RODS OF SAID
SOUTHWEST QUARTER TO THE SOUTHERLY RIGHT OF WAY LINE OF A PROPOSED
SPUR TRACK OF THE ARIZONA EASTERN RAILROAD;
THENCE SOUTH 67°24' EAST 31.44 FEET ALONG SAID PROPOSED RIGHT OF WAY
LINE TO A POINT OF CURVE;
THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL
ANGLE OF 5°16'54", WITH AN ARC LENGTH OF 27.91 FEET AND A CHORD OF SOUTH
70°02'27" EAST 27.90 FEET;
THENCE SOUTH 125.33 FEET PARALLEL TO THE WEST LINE OF SAID SOUTHWEST
QUARTER TO THE NORTH LINE OF LINCOLN STREET;
THENCE NORTH 89°43'15" WEST 55.40 FEET ALONG THE NORTH LINE OF LINCOLN
STREET TO THE PLACE OF BEGINNING.
PARCEL NO. 7
THE NORTH 63-1/3RD FEET OF THE EAST 75 FEET OF LOT EIGHT (8), BLOCK THREE
(3), CALDERWOOD'S ADDITION, IN THE CITY OF PHOENIX, ACCORDING TO THE
PLAT OF RECORD IN THE OFFICE OF THE MARICOPA COUNTY RECORDER IN BOOK
1 OF MAPS, PAGE 18 THEREOF.
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PARCEL NO. 8
BEGINNING AT THE NORTHEAST CORNER OF LOT EIGHT (8), BLOCK THREE (3),
CALDERWOOD'S ADDITION, IN THE CITY OF PHOENIX, ACCORDING TO THE PLAT
OF RECORD IN THE OFFICE OF THE MARICOPA COUNTY RECORDER IN BOOK 1 OF
MAPS, PAGE 18 THEREOF, RUNNING THENCE EAST TO THE EAST LINE OF LOT 1,
BLOCK 9, MONTGOMERY'S ADDITION, IN THE CITY OF PHOENIX, ACCORDING TO
THE PLAT OF RECORD IN THE OFFICE OF THE MARICOPA COUNTY RECORDER IN
BOOK 2 OF MAPS, PAGE 63; THENCE SOUTH 63-1/3RD FEET;
THENCE WEST TO THE WEST LINE OF SAID LOT 1;
THENCE NORTH TO THE POINT OF BEGINNING.
PARCEL NO. 9
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH HALF OF LOT 6, BLOCK
3, OF CALDERWOOD'S ADDITION TO THE CITY OF PHOENIX, AS SHOWN ON
OFFICIAL CITY MAP OF THE CITY OF PHOENIX, DATED JANUARY 1921, COVERING
THE SOUTHWEST QUARTER OF SECTION 8, TOWNSHIP 1 NORTH, RANGE 3 EAST OF
THE GILA AND SALT RIVER BASE AND MERIDIAN, WHICH IS DESIGNATED AS
MONTGOMERY, SAID SOUTHWEST CORNER IS 24 FEET EAST, AT RIGHT ANGLES
FROM THE MONUMENT LINE OF SIXTH AVENUE AT A POINT THAT IS 527.5 FEET
SOUTH, ALONG SAID MONUMENT LINE, FROM THE MONUMENT AT THE
INTERSECTION OF SIXTH AVENUE AND HARRISON STREET, SAID SOUTHWEST
CORNER IS ALSO 21.7 FEET SOUTHERLY, MEASURED RADIALLY, FROM THE
CENTER LINE OF THE MAIN TRACK OF THE ARIZONA EASTERN RAILROAD
COMPANY AT ENGINEER'S STATION 1863 41.87;
THENCE EAST, ALONG THE SOUTH LINE OF SAID NORTH HALF OF LOT 6, A
DISTANCE OF 175 FEET TO THE EAST LINE OF SAID LOT 6;
THENCE NORTH, ALONG SAID EAST LINE OF LOT 6, A DISTANCE OF 39.27 FEET TO
THE SOUTHERLY LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED FROM
CHARLES A. STAUFFER AND EDITH BENNETT STAUFFER, HIS WIFE, TO ARIZONA
EASTERN RAILROAD COMPANY, DATED NOVEMBER 12, 1912, RECORDED
NOVEMBER 30, 1912, IN BOOK 101 OF DEEDS, PAGES 343 AND 344, RECORDS OF
MARICOPA COUNTY;
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THENCE NORTH 67 DEGREES 58 MINUTES EAST, ALONG THE SOUTHERLY LINE OF
SAID PARCEL OF LAND DESCRIBED IN SAID DEED FROM CHARLES A. STAUFFER,
178.41 FEET TO THE EASTERLY LINE OF SAID PARCEL OF LAND;
THENCE NORTH, ALONG THE EASTERLY LINE OF SAID PARCEL OF LAND, 26.54
FEET TO A POINT THAT IS 21.7 FEET SOUTHERLY, AT RIGHT ANGLES FROM THE
SAID CENTER LINE OF THE MAIN TRACK OF THE ARIZONA EASTERN RAILROAD
COMPANY;
THENCE SOUTH 67 DEGREES 58 MINUTES WEST, PARALLEL WITH AND 21.7 FEET
SOUTHERLY, AT RIGHT ANGLES, FROM SAID CENTER LINE OF MAIN TRACK, 218.65
FEET TO A POINT;
THENCE WESTERLY ON A CURVE TO THE RIGHT, TANGENT TO LAST DESCRIBED
COURSE AT LAST MENTIONED POINT, HAVING A RADIUS OF 2313.58 FEET,
CONCENTRIC WITH AND 21.7 FEET SOUTHERLY MEASURED RADIALLY, FROM SAID
CENTER LINE OF MAIN TRACK (THE CHORD OF SAID CURVE BEARS SOUTH 69
DEGREES 47 MINUTES WEST, 146.74 FEET) AN ARC DISTANCE OF 146.77 FEET TO
THE POINT OF BEGINNING;
EXCEPT ANY PORTION LYING WITHIN PARCEL NO. 4 ABOVE.
PARCEL NO. 10
THAT PORTION OF FIFTH AVENUE IN THE CITY OF PHOENIX COMPRISING THAT
PORTION OF TRACT A LYING SOUTH OF THE NORTH LINE OF LOT 6, BLOCK 3,
CALDERWOOD'S ADDITION, DEEDED TO THE CITY OF PHOENIX BY CHARLES A.
AND EDITH BENNETT STAUFFER IN BOOK 162 OF DEEDS, PAGE 243, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
THE VACATED PORTION OF FIFTH AVENUE, IN THE CITY OF PHOENIX, EXTENDING
NORTH FROM THE NORTH LINE OF LINCOLN STREET, AS THE SAME IS PROJECTED
WEST TO ITS INTERSECTION, WITH THE EAST LINE OF LOT SEVEN (7), BLOCK
THREE (3), CALDERWOOD'S ADDITION, AN ADDITION TO THE CITY OF PHOENIX,
ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE COUNTY RECORDER
OF MARICOPA COUNTY, ARIZONA, IN BOOK 2 OF MAPS, PAGE 63 THEREOF, TO THE
NORTH LINE, PROJECTED EAST, OF LOT SIX (6), BLOCK THREE (3), OF SAID
CALDERWOOD'S ADDITION.
PARCEL NO. 11
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THE NORTH 58-1/3 FEET OF THE WEST 100 FEET OF LOT 8, BLOCK 3, CALDERWOOD'S
ADDITION TO THE CITY OF PHOENIX, ACCORDING TO THE MAP OR PLAT THEREOF
OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY,
ARIZONA IN BOOK 1 OF MAPS, PAGE 18 THEREOF.
PARCEL NO. 12:
THAT PART OF THE NORTHWEST ONE-QUARTER OF THE SOUTHWEST ONE-
QUARTER (NW 1/4 OF SW 1/4) OF SECTION EIGHT (8), TOWNSHIP ONE (1) NORTH,
RANGE THREE (3) EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN,
LYING WITHIN THE CORPORATE LIMITS OF THE CITY OF PHOENIX, DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF LINCOLN STREET WHICH BEARS
SOUTH 658.84 FEET FROM THE NORTH LINE OF SAID NORTHWEST QUARTER OF THE
SOUTHWEST QUARTER AND SOUTH 89 DEGREES 43 MINUTES 15 SECONDS EAST,
55.40 FEET FROM THE EAST LINE OF THE WEST 50 RODS OF SAID NORTHWEST
QUARTER OF THE SOUTHWEST QUARTER;
THENCE NORTH 125.53 FEET TO THE TRUE POINT OF BEGINNING OF THE PARCEL
OF LAND HEREIN DESCRIBED;
THENCE NORTH 70 DEGREES 02 MINUTES 27 SECONDS WEST 27.91 FEET ON THE
CHORD OF A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 05 DEGREES 16
MINUTES 54 SECONDS WITH A 302.77 FEET RADIUS;
THENCE NORTH 67 DEGREES 24 MINUTES WEST 31.44 FEET TO THE EAST LINE OF
THE WEST 50 RODS OF SAID NORTHWEST QUARTER OF THE SOUTHWEST
QUARTER;
THENCE NORTH 12.13 FEET ALONG THE EAST LINE OF SAID WEST 50 RODS;
THENCE EAST 55.40 FEET TO A POINT WHICH IS 55.40 FEET EAST OF THE WEST LINE
OF SAID SOUTHWEST QUARTER AND 153 FEET NORTH OF THE NORTH LINE OF
LINCOLN STREET;
THENCE SOUTH 27.47 FEET ALONG A LINE 55.40 FEET EAST OF AND PARALLEL TO
THE EAST LINE OF SAID WEST 50 RODS OF SAID NORTHWEST QUARTER OF THE
SOUTHWEST QUARTER TO THE TRUE POINT OF BEGINNING.
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PARCEL 13
THE EAST HALF OF THAT PART OF 6TH AVENUE AS SHOWN ON CALDERWOOD’S
ADDITION, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE COUNTY
RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 1 OF MAPS, PAGE 18, LYING
BETWEEN THE EASTERLY PROLONGATION OF THE NORTH LINE OF THE SOUTH
HALF OF LOT 6 BLOCK 2 OF SAID PLAT AND THE WESTERLY PROLONGATION OF
THE SOUTH LINE OF THE NORTH 58-1/3 FEET OF THE WEST 100 FEET OF LOT 8 OF
BLOCK 3 OF SAID PLAT, AS VACATED BY RESOLUTION RECORDED IN 2012-49266 OF
OFFICIAL RECORDS, MARICOPA COUNTY ARIZONA.
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EXHIBIT B
Attached to Purchase Agreement & Escrow Instructions
FORM OF SPECIAL WARRANTY DEED
WHEN RECORDED RETURN TO:
Maricopa County
Attention: Director, Real Estate Dept.
2801 W. Durango St.
Phoenix, AZ 85009
EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3)
C-78-20-010-3-01
SPECIAL WARRANTY DEED
In exchange for Ten Dollars and other good and valuable consideration, receipt of which
is acknowledged, WIC West Lincoln JV, LLC., a Delaware limited liability company
(GRANTOR), hereby grants and conveys to MARICOPA COUNTY, a political subdivision of
the State of Arizona (GRANTEE) the following real property situated in Maricopa County,
Arizona:.
SEE EXHIBIT “A”, ATTACHED HERETO
AND MADE A PART HEREOF
SUBJECT TO current real property taxes, assessments, reservations in patents, zoning and
other governmental restrictions, leases, and all covenants, conditions, restrictions, easements,
rights-of-way, and other matters of record or matters that could be disclosed by a visual inspection
or accurate survey of the real property.
GRANTOR hereby binds itself and its successors to warrant and defend the title to the
real property against all acts of the GRANTOR herein and no other subject to the matters set forth
above. No other covenants or warranties, express or implied, are given by this Special Warranty
Deed.
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IN WITNESS WHEREOF, GRANTOR has set its hand and seal the day and year first above
written.
GRANTOR:
WIC WEST LINCOLN JV, LLC,
a Delaware limited liability company
By: WIC WEST LINCOLN, LLC,
a Delaware limited liability company
Its: Manager
By:
Name: James R. Wentworth
Title: President
ACKNOWLEDGEMENT OF GRANTOR
STATE OF ARIZONA
)
) SS.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this ___ day of
__________________, 2024, by James R. Wentworth, the President of WIC WEST LINCOLN,
LLC, a Delaware limited liability company, the Manager of WIC WEST LINCOLN JV, LLC, a
Delaware limited liability company.
Notary Public (signature)
My Commission Expires: ______________
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ACCEPTED BY:
GRANTEE:
MARICOPA COUNTY, a political
subdivision of the State of Arizona
By_________________________________
Chairman of the Board of Supervisors
ATTEST:
____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
By___________________________________
Deputy County Attorney Date
STATE OF ARIZONA
)
) SS.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this ___ day of
__________________, 2024, by ______________________, the Chairman of the Board of
Supervisors, on behalf of Maricopa County, Arizona.
Notary Public (signature)
My Commission Expires: ______________
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EXHIBIT A
Attached to Special Warranty Deed
The following described tract of land situate and lying in the County of Maricopa, State of Arizona,
to wit:
PARCEL NO. 1
THE SOUTH HALF (S1/2) OF LOT SIX (6) IN BLOCK THREE (3) OF CALDERWOOD'S
ADDITION TO THE CITY OF PHOENIX, MARICOPA COUNTY, ARIZONA, ACCORDING
TO THE MAP OR PLAT OF SAID ADDITION OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 1 OF MAPS AT
PAGE 18 THEREOF.
PARCEL NO. 2
BEGINNING AT THE SOUTHEAST CORNER OF LOT SEVEN (7) IN BLOCK THREE (3)
OF CALDERWOOD'S ADDITION TO THE CITY OF PHOENIX;
THENCE NORTH TO THE NORTHEAST CORNER OF SAID LOT;
THENCE WEST SEVENTY-FIVE (75) FEET;
THENCE SOUTH TO THE SOUTH LINE OF SAID LOT;
THENCE EAST SEVENTY-FIVE (75) FEET TO THE PLACE OF BEGINNING;
ALSO FROM THE SAID SOUTHEAST CORNER OF SAID LOT 7, THENCE CONTINUING
EAST TO THE EAST LINE OF LOT ONE (1) IN BLOCK NINE (9) OF MONTGOMERY'S
ADDITION TO THE CITY OF PHOENIX;
THENCE NORTH TO THE NORTHEAST CORNER OF SAID LOT ONE;
THENCE WEST TO THE EAST LINE OF SAID LOT SEVEN (7), BLOCK THREE (3),
CALDERWOOD'S ADDITION;
THENCE SOUTH TO THE PLACE OF BEGINNING.
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PARCEL NO. 3
THE WEST ONE HUNDRED (100) FEET OF LOT SEVEN (7) IN BLOCK THREE (3), IN
CALDERWOOD'S ADDITION TO THE CITY OF PHOENIX, ACCORDING TO BOOK 1 OF
MAPS, PAGE 18, RECORDS OF MARICOPA COUNTY, ARIZONA.
PARCEL NO. 4
THAT PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF THE
NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION EIGHT (8),
TOWNSHIP ONE (1) NORTH, RANGE THREE (3), EAST OF THE GILA AND SALT RIVER
BASE AND MERIDIAN, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTH LINE OF THE ARIZONA EASTERN
RAILROAD RIGHT OF WAY DISTANT 436 FEET SOUTH AND 825 FEET EAST OF THE
NORTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION;
THENCE SOUTH 222.8 FEET MORE OR LESS TO THE NORTH LINE OF LINCOLN
STREET IN THE CITY OF PHOENIX;
THENCE WEST ALONG THE NORTH LINE OF SAID LINCOLN STREET 59.44 FEET;
THENCE NORTH 56° 31' WEST 90.63 FEET MORE OR LESS TO THE EAST LINE OF 5TH
AVENUE IN THE CITY OF PHOENIX;
THENCE NORTH ALONG THE EAST LINE OF SAID 5TH AVENUE 117.2 FEET MORE OR
LESS TO THE SOUTH LINE OF SAID RAILROAD RIGHT OF WAY;
THENCE NORTHEASTERLY ALONG SAID RAILROAD RIGHT OF WAY 146 FEET MORE
OR LESS TO THE POINT OF BEGINNING.
PARCEL NO. 5
THAT PART OF THE AMENDED PLAT OF MONTGOMERY'S ADDITION, IN THE CITY
OF PHOENIX, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 2 OF MAPS, PAGE
40 THEREOF, BASED ON A BEARING OF WEST FOR LINCOLN STREET IN SAID
AMENDED PLAT OF MONTGOMERY'S ADDITION, DESCRIBED AS FOLLOWS:
DocuSign Envelope ID: 240EA861-7A43-43EE-9421-FDE64187F4F4
DocuSign Envelope ID: A42FADB7-745C-4DA9-8AB7-89562FD36559
29
BEGINNING AT THE NORTHEAST CORNER OF LOT 1, IN BLOCK 9, RESURVEY OF
MONTGOMERY'S ADDITION, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE
OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 2 OF
MAPS, PAGE 63, SAID POINT OF BEGINNING BEING IDENTICAL WITH THE POINT OF
INTERSECTION OF THE NORTH LINE OF LINCOLN STREET WITH THE WEST LINE OF
5TH AVENUE AS SHOWN ON THE AMENDED PLAT OF MONTGOMERY'S ADDITION;
THENCE SOUTH 0°01' EAST, ALONG THE EAST LINE OF SAID LOT 1, IDENTICAL
WITH THE WEST RIGHT-OF-WAY LINE OF 5TH AVENUE, A DISTANCE OF 89.55 FEET;
THENCE EAST A DISTANCE OF 31.52 FEET TO A POINT ON A CURVE, CONCAVE TO
THE SOUTHEAST, WITH A RADIUS OF 454.19 FEET AND A CENTRAL ANGLE OF
22°54'31", THE TANGENT TO THE CURVE AT SAID POINT BEARING NORTH 53°23'21"
EAST;
THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF
181.60 FEET TO A POINT, THE TANGENT TO THE CURVE AT SAID POINT BEARING
NORTH 76°17'52" EAST;
THENCE NORTH A DISTANCE OF 12.75 FEET TO A POINT ON THE NORTH RIGHT-OF-
WAY LINE OF LINCOLN STREET;
THENCE WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE OF LINCOLN STREET, A
DISTANCE OF 194.84
FEET TO THE POINT OF BEGINNING.
PARCEL NO. 6
THAT PART OF THE SOUTHWEST QUARTER OF SECTION EIGHT, TOWNSHIP ONE (1)
NORTH, RANGE
THREE (3) EAST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA
COUNTY, ARIZONA,
DESCRIBED AS FOLLOWS:
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30
BEGINNING AT A POINT ON THE NORTH LINE OF LINCOLN STREET AND ON THE
EAST LINE OF THE
WEST 50 RODS OF SAID SOUTHWEST QUARTER WHICH BEARS SOUTH 658.84 FEET
FROM THE NORTH
LINE OF SAID SOUTHWEST QUARTER; SAID POINT BEARS SOUTH 89°43'15" EAST
99.85 FEET AND
NORTH 40.0 FEET FROM THE CITY MONUMENT AT THE INTERSECTION OF LINCOLN
STREET AND 5TH AVENUE;
THENCE NORTH 146.71 FEET ALONG THE EAST LINE OF THE WEST 50 RODS OF SAID
SOUTHWEST QUARTER TO THE SOUTHERLY RIGHT OF WAY LINE OF A PROPOSED
SPUR TRACK OF THE ARIZONA EASTERN RAILROAD;
THENCE SOUTH 67°24' EAST 31.44 FEET ALONG SAID PROPOSED RIGHT OF WAY
LINE TO A POINT OF CURVE;
THENCE SOUTHEASTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL
ANGLE OF 5°16'54", WITH AN ARC LENGTH OF 27.91 FEET AND A CHORD OF SOUTH
70°02'27" EAST 27.90 FEET;
THENCE SOUTH 125.33 FEET PARALLEL TO THE WEST LINE OF SAID SOUTHWEST
QUARTER TO THE NORTH LINE OF LINCOLN STREET;
THENCE NORTH 89°43'15" WEST 55.40 FEET ALONG THE NORTH LINE OF LINCOLN
STREET TO THE PLACE OF BEGINNING.
PARCEL NO. 7
THE NORTH 63-1/3RD FEET OF THE EAST 75 FEET OF LOT EIGHT (8), BLOCK THREE
(3), CALDERWOOD'S ADDITION, IN THE CITY OF PHOENIX, ACCORDING TO THE
PLAT OF RECORD IN THE OFFICE OF THE MARICOPA COUNTY RECORDER IN BOOK
1 OF MAPS, PAGE 18 THEREOF.
PARCEL NO. 8
DocuSign Envelope ID: 240EA861-7A43-43EE-9421-FDE64187F4F4
DocuSign Envelope ID: A42FADB7-745C-4DA9-8AB7-89562FD36559
31
BEGINNING AT THE NORTHEAST CORNER OF LOT EIGHT (8), BLOCK THREE (3),
CALDERWOOD'S ADDITION, IN THE CITY OF PHOENIX, ACCORDING TO THE PLAT
OF RECORD IN THE OFFICE OF THE MARICOPA COUNTY RECORDER IN BOOK 1 OF
MAPS, PAGE 18 THEREOF, RUNNING THENCE EAST TO THE EAST LINE OF LOT 1,
BLOCK 9, MONTGOMERY'S ADDITION, IN THE CITY OF PHOENIX, ACCORDING TO
THE PLAT OF RECORD IN THE OFFICE OF THE MARICOPA COUNTY RECORDER IN
BOOK 2 OF MAPS, PAGE 63; THENCE SOUTH 63-1/3RD FEET;
THENCE WEST TO THE WEST LINE OF SAID LOT 1;
THENCE NORTH TO THE POINT OF BEGINNING.
PARCEL NO. 9
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH HALF OF LOT 6, BLOCK
3, OF CALDERWOOD'S ADDITION TO THE CITY OF PHOENIX, AS SHOWN ON
OFFICIAL CITY MAP OF THE CITY OF PHOENIX, DATED JANUARY 1921, COVERING
THE SOUTHWEST QUARTER OF SECTION 8, TOWNSHIP 1 NORTH, RANGE 3 EAST OF
THE GILA AND SALT RIVER BASE AND MERIDIAN, WHICH IS DESIGNATED AS
MONTGOMERY, SAID SOUTHWEST CORNER IS 24 FEET EAST, AT RIGHT ANGLES
FROM THE MONUMENT LINE OF SIXTH AVENUE AT A POINT THAT IS 527.5 FEET
SOUTH, ALONG SAID MONUMENT LINE, FROM THE MONUMENT AT THE
INTERSECTION OF SIXTH AVENUE AND HARRISON STREET, SAID SOUTHWEST
CORNER IS ALSO 21.7 FEET SOUTHERLY, MEASURED RADIALLY, FROM THE
CENTER LINE OF THE MAIN TRACK OF THE ARIZONA EASTERN RAILROAD
COMPANY AT ENGINEER'S STATION 1863 41.87;
THENCE EAST, ALONG THE SOUTH LINE OF SAID NORTH HALF OF LOT 6, A
DISTANCE OF 175 FEET TO THE EAST LINE OF SAID LOT 6;
THENCE NORTH, ALONG SAID EAST LINE OF LOT 6, A DISTANCE OF 39.27 FEET TO
THE SOUTHERLY LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED FROM
CHARLES A. STAUFFER AND EDITH BENNETT STAUFFER, HIS WIFE, TO ARIZONA
EASTERN RAILROAD COMPANY, DATED NOVEMBER 12, 1912, RECORDED
NOVEMBER 30, 1912, IN BOOK 101 OF DEEDS, PAGES 343 AND 344, RECORDS OF
MARICOPA COUNTY;
THENCE NORTH 67 DEGREES 58 MINUTES EAST, ALONG THE SOUTHERLY LINE OF
SAID PARCEL OF LAND DESCRIBED IN SAID DEED FROM CHARLES A. STAUFFER,
178.41 FEET TO THE EASTERLY LINE OF SAID PARCEL OF LAND;
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THENCE NORTH, ALONG THE EASTERLY LINE OF SAID PARCEL OF LAND, 26.54
FEET TO A POINT THAT IS 21.7 FEET SOUTHERLY, AT RIGHT ANGLES FROM THE
SAID CENTER LINE OF THE MAIN TRACK OF THE ARIZONA EASTERN RAILROAD
COMPANY;
THENCE SOUTH 67 DEGREES 58 MINUTES WEST, PARALLEL WITH AND 21.7 FEET
SOUTHERLY, AT RIGHT ANGLES, FROM SAID CENTER LINE OF MAIN TRACK, 218.65
FEET TO A POINT;
THENCE WESTERLY ON A CURVE TO THE RIGHT, TANGENT TO LAST DESCRIBED
COURSE AT LAST MENTIONED POINT, HAVING A RADIUS OF 2313.58 FEET,
CONCENTRIC WITH AND 21.7 FEET SOUTHERLY MEASURED RADIALLY, FROM SAID
CENTER LINE OF MAIN TRACK (THE CHORD OF SAID CURVE BEARS SOUTH 69
DEGREES 47 MINUTES WEST, 146.74 FEET) AN ARC DISTANCE OF 146.77 FEET TO
THE POINT OF BEGINNING;
EXCEPT ANY PORTION LYING WITHIN PARCEL NO. 4 ABOVE.
PARCEL NO. 10
THAT PORTION OF FIFTH AVENUE IN THE CITY OF PHOENIX COMPRISING THAT
PORTION OF TRACT A LYING SOUTH OF THE NORTH LINE OF LOT 6, BLOCK 3,
CALDERWOOD'S ADDITION, DEEDED TO THE CITY OF PHOENIX BY CHARLES A.
AND EDITH BENNETT STAUFFER IN BOOK 162 OF DEEDS, PAGE 243, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
THE VACATED PORTION OF FIFTH AVENUE, IN THE CITY OF PHOENIX, EXTENDING
NORTH FROM THE NORTH LINE OF LINCOLN STREET, AS THE SAME IS PROJECTED
WEST TO ITS INTERSECTION, WITH THE EAST LINE OF LOT SEVEN (7), BLOCK
THREE (3), CALDERWOOD'S ADDITION, AN ADDITION TO THE CITY OF PHOENIX,
ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE COUNTY RECORDER
OF MARICOPA COUNTY, ARIZONA, IN BOOK 2 OF MAPS, PAGE 63 THEREOF, TO THE
NORTH LINE, PROJECTED EAST, OF LOT SIX (6), BLOCK THREE (3), OF SAID
CALDERWOOD'S ADDITION.
PARCEL NO. 11
THE NORTH 58-1/3 FEET OF THE WEST 100 FEET OF LOT 8, BLOCK 3, CALDERWOOD'S
ADDITION TO THE CITY OF PHOENIX, ACCORDING TO THE MAP OR PLAT THEREOF
OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY,
ARIZONA IN BOOK 1 OF MAPS, PAGE 18 THEREOF.
DocuSign Envelope ID: 240EA861-7A43-43EE-9421-FDE64187F4F4
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PARCEL NO. 12:
THAT PART OF THE NORTHWEST ONE-QUARTER OF THE SOUTHWEST ONE-
QUARTER (NW 1/4 OF SW 1/4) OF SECTION EIGHT (8), TOWNSHIP ONE (1) NORTH,
RANGE THREE (3) EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN,
LYING WITHIN THE CORPORATE LIMITS OF THE CITY OF PHOENIX, DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF LINCOLN STREET WHICH BEARS
SOUTH 658.84 FEET FROM THE NORTH LINE OF SAID NORTHWEST QUARTER OF THE
SOUTHWEST QUARTER AND SOUTH 89 DEGREES 43 MINUTES 15 SECONDS EAST,
55.40 FEET FROM THE EAST LINE OF THE WEST 50 RODS OF SAID NORTHWEST
QUARTER OF THE SOUTHWEST QUARTER;
THENCE NORTH 125.53 FEET TO THE TRUE POINT OF BEGINNING OF THE PARCEL
OF LAND HEREIN DESCRIBED;
THENCE NORTH 70 DEGREES 02 MINUTES 27 SECONDS WEST 27.91 FEET ON THE
CHORD OF A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 05 DEGREES 16
MINUTES 54 SECONDS WITH A 302.77 FEET RADIUS;
THENCE NORTH 67 DEGREES 24 MINUTES WEST 31.44 FEET TO THE EAST LINE OF
THE WEST 50 RODS OF SAID NORTHWEST QUARTER OF THE SOUTHWEST
QUARTER;
THENCE NORTH 12.13 FEET ALONG THE EAST LINE OF SAID WEST 50 RODS;
THENCE EAST 55.40 FEET TO A POINT WHICH IS 55.40 FEET EAST OF THE WEST LINE
OF SAID SOUTHWEST QUARTER AND 153 FEET NORTH OF THE NORTH LINE OF
LINCOLN STREET;
THENCE SOUTH 27.47 FEET ALONG A LINE 55.40 FEET EAST OF AND PARALLEL TO
THE EAST LINE OF SAID WEST 50 RODS OF SAID NORTHWEST QUARTER OF THE
SOUTHWEST QUARTER TO THE TRUE POINT OF BEGINNING.
PARCEL 13
THE EAST HALF OF THAT PART OF 6TH AVENUE AS SHOWN ON CALDERWOOD’S
ADDITION, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE COUNTY
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RECORDER OF MARICOPA COUNTY, ARIZONA, IN BOOK 1 OF MAPS, PAGE 18, LYING
BETWEEN THE EASTERLY PROLONGATION OF THE NORTH LINE OF THE SOUTH
HALF OF LOT 6 BLOCK 2 OF SAID PLAT AND THE WESTERLY PROLONGATION OF
THE SOUTH LINE OF THE NORTH 58-1/3 FEET OF THE WEST 100 FEET OF LOT 8 OF
BLOCK 3 OF SAID PLAT, AS VACATED BY RESOLUTION RECORDED IN 2012-49266 OF
OFFICIAL RECORDS, MARICOPA COUNTY ARIZONA.
DocuSign Envelope ID: 240EA861-7A43-43EE-9421-FDE64187F4F4
DocuSign Envelope ID: A42FADB7-745C-4DA9-8AB7-89562FD36559
EXHIBIT C
Attached to Purchase Agreement & Escrow Instructions
LIST OF THE REPORTS
1. Preliminary Title Report including exceptions and referenced documents.
2. Financial information including all property tax records, copies of all applicable services contracts,
insurance policies, guarantees/warranties, management reports, utility bills, and loan documents (if
any).
3. Existing Phase 1 Environmental Report and any follow-up on Hazardous Substance Conditions
Report, if any.
4. Existing ALTA survey of the Property.
DocuSign Envelope ID: 240EA861-7A43-43EE-9421-FDE64187F4F4
DocuSign Envelope ID: A42FADB7-745C-4DA9-8AB7-89562FD36559