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HomeMy WebLinkAboutProperty #: P18-019 - 7/26/2017 P18-019 PURCHASE AGREEMENT (3.5E-IONAcquisition for replacement well site from The City ofGlendale,Glendale,Maricopa County AZfor aportion of Grand Canal Linear Park) DATE: t-1()r%` OUB-- ,20 l SELLER: [City of Glendale,an Arizona municipal corporation Attention:City Manager 5850 W.Glendale Avenue Glendale,Arizona 85301 With copy to: City of Glendale Attention:City Attorney 5850 W.Glendale Avenue Glendale,Arizona 85301 Attention:Assistant City Attorney Nancy Mangone Phone:(623)930-2930 Facsimile:623-915-2391 Email: NMangone@glendaleaz.com With copy to: Lisa L.Amos,MPA,SR/WA Real Estate Program Manager City of Glendale 5850 West Glendale Ave Glendale,AZ 85301 LAmos©glendaleaz.com Office:623-930-3643 Facsimile 623-915-2861 BUYER: SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under the laws of the State of Arizona Address: Mailing Address: P.O.Box 52025,Mail Station PAB350 Phoenix,AZ 85072-2025 Office Address: 1521 N.Project Drive Tempe,Arizona 85281 Attention: Margaret E.Moore,SRP Sr.Land Management Agent Telephone: (602)236-5003 Facsimile: (602)236-8193 Email: marem et.moore1srpnet.com PSA v3 COG 02/26/2018(Form Approved 6/20/2014 mem) 35E-10N well site adjacent to Welborn Substation ESCROW AGENT: FIRST AMERICAN TITLE COMPANY Address: 2425 East Camelback Road,Suite 300 Phoenix,AZ 85016 Telephone: 602.567.8118 Facsimile: 866-545-3457 Escrow Officer: Angelique R.Sizemore Email: asizemore@firstam.com ESCROW NO. PROPERTY: The real property described on Exhibit A,including all improvements located on such real property and all rights and privileges appurtenant to the real property,all of which are agreed to be and constitute a part of the real property. ARTICLE 1 AGREEMENT OF THE PARTIES 1.1 Agreement. In consideration of the mutual promises and covenants set forth in this Agreement, Seller agrees to sell and Buyer agrees to buy the Property on the terms and conditions set forth in this Agreement. 12 Effectiveness of Agreement: Opening Date. This Agreement shall be effective when both Buyer and Seller have executed this Agreement. The"Opening Date"shall be the date on which Escrow Agent receives the frilly executed copy of this Agreement and earnest money deposit. Promptly upon receipt of those items,Escrow Agent shall notify Buyer and Seller in writing of the Opening Date. ARTICLE 2 PURCHASE PRICE AND PAYMENT TERMS 2.1 Purchase Price. Subject only to the adjustment described In Section 4.1(a), the total purchase price for the Property is Eighty Thousand and NO/100 Dollars ($80,000) (the "Purchase Price"). 2.2 Payment. The Purchase Price shall be paid by Buyer as follows: (a) Earnest Manes. Within five(5)business days following the date of execution of this Agreement by both Buyer and Seller,Buyer agrees to deposit in escrow the sum of Five Thousand and NO/100 Dollars($5,000.00)as an earnest money deposit. (b) Cash Payment at Closing. On or before the Closing,Buyer agrees to deposit in escrow the sum of Seventy Flue Thousand and NO/100 Dollars($75,000.00). s 2 PM v3 COG 02/26/2018(Form Approved 6/20/2014 man) 3.5E-10N well site adjacent to Welborn Substation • (c) Manner of Payment. All payments that Buyer is required to make under this Section shall be made by check payable to Escrow Agent or by wire transfer of immediately available funds to the account of Escrow Agent. 2.3 Earnest Money Provisions. (a) Manner of Payment: Deposit.Interest. Escrow Agent is instructed to deposit all such payments in a federally-insured money market or other similar account, subject to immediate withdrawal, at a bank or savings and Ioan institution located in Maricopa County, Arizona Interest earned on the earnest money deposit shall be retained in the escrow until the Closing,at which time such interest shall be paid to Buyer;provided,however,that if this Agreement is cancelled,the interest shall be paid to the party entitled to receive the earnest money. (b) Disposition of Earnest Money. (i) If the escrow closes,the earnest money deposit in escrow,as well as any earnest money deposits previously released to Seller,shall be credited against the Purchase Price. (if) If the Agreement is cancelled and, pursuant to the terms of this Agreement, Seller becomes entitled to receive and retain the earnest money, Escrow Agent shall immediately pay to Seller all earnest money deposits then in escrow. Seller shall also be entitled to retain any earnest money previously released to Seller from escrow. (iii) If the Agreement is cancelled and, pursuant to the terms of this Agreement, Buyer becomes entitled to a return of the earnest money deposits, Escrow Agent shall immediately refund to Buyer all earnest money deposits then in escrow. Seller shall further pay to Buyer any earnest money previously released to Seller from escrow. (c) Non-Refundable Nature of Earnest Money. All earnest money deposits shall be non-refundable,except as otherwise expressly provided in this Agreement. 2.4 Disbursements. At Closing,all amounts paid by Buyer on account of the Purchase Price, less any closing costs payable by Seller,shall be disbursed to Seller. ARTICLE 3 ESCROW 31 Establishment of Escrow: Escrow Jnstnuctlons. An escrow for this transaction shall be established with Escrow Agent,and Escrow Agent is engaged to administer the escrow. This Agreement constitutes escrow instructions to Escrow Agent. Should Escrow Agent require the execution of its standard form printed escrow instructions, Buyer and Seller agree to execute same; however, such instructions shall be construed as applying only to Escrow Agent's engagement,and if there are conflicts 3 PSA v3 COG 02/26/2018(Fortn Approved 6/20)2014 man) 3.5E-ION well site adjacent to Welborn Substation • between the terms of this Agreement and the terms of the printed escrow instructions,the terms of this Agreement shall control. 32 Acceptance;Escrow Agent Not a Party. By accepting this escrow,Escrow Agent agrees to be bound by the terms of this Agreement as they relate to the duties of Escrow Agent. However,such agreement does not constitute Escrow Agent as a party to this Agreement and no consent or approval from Escrow Agent shall be required to amend, extend, supplement, cancel or otherwise modify this Agreement except to the extent any such action increases the duties of Escrow Agent or exposes Escrow Agent to increased liability, in which case such action shall not be binding on Escrow Agent unless Escrow Agent has consented to the same in writing. 3.3 Cancellation Charges. If the escrow fails to close because of Seller's default,Seller shall be liable for all customary escrow cancellation charges. If the escrow fails to close for any other reason, Buyer shall be liable for all customary escrow cancellation charges. 3.4 IRS Reporting. Escrow Agent agrees to be the designated "reporting person" under §6045(e) of the U.S. Internal Revenue Code of 1986 as amended(the "Code") with respect to the real estate transaction described in this Agreement and to prepare, file and deliver such information,returns and statements as the U.S.Treasury Department may require by regulations or forms in connection with such requirements,including Form 1099-B. ARTICLE 4 INFORMATION TO BE PROVIDED TO BUYER 4.1 Information ion and Other Items to Be Provided to Buyer. Buyer will be provided with the following materials(the"Due Diligence Materials")within the time frames set forth below: (a) Survey. As soon as reasonably possible following the Opening Date,Buyer may • have prepared a current survey(the"Survey")of the Property prepared by a civil engineer licensed in the state in which the Property is located. The Survey will be an ALTA/ACSM survey, showing all easements,encroachments,and other matters affecting the Property.The Survey will show the net square footage of the Property. At aosing,the Purchase Price shall NOT be increased or decreased so that the Purchase Price equals the per net square foot price multiplied by the actual net square footage of the Property as determined by the Survey. The Survey will be certified to be accurate, complete and correct to Buyer and Escrow Agent. The cost of the Survey will be paid by Buyer. The legal description on the Survey shall be the description used in the deed conveying the Property to Buyer,provided that Buyer and Seller approve such legal description in writing. Seller has no responsibility or obligation to perform or pay for the Survey. (b) Title Report. As soon as reasonably possible following the Opening Date, Escrow Agent will provide Buyer with a current preliminary title report or commitment for title insurance (the"Title Report")on the Property. The Title Report will show the status of title to the Property as of the date of the Title Report and will be accompanied by legible copies of all documents referred to in the Title Report. 4 PSA v3 COG 02/26/2018(Form Approved 6/20/2014 mem) 3.5E-10N well site adjacent to Welborn Substation (c) Studies and Reports. Within thirty(30)days following the Opening Date,Seller will provide Buyer with copies of all engineering plans and reports, site plans, architectural plans, drawings,test and inspection reports,environmental assessments,surveys,studies,and other materials in Seller's possession relating to the Property if any, or certify to Buyer in writing that there are none. Nothing in this provision requires Seller to perform or commission any such studies if they do not exist. (d) Environmental Site Assessment. Within ninety(90)days following the Opening Date,Buyer may have prepared a current phase I environmental site assessment of the Property,which shall be addressed to Buyer. The assessment will be conducted in compliance with the current ASTM standards for such assessments. Buyer will pay the cost of the environmental site assessment report. (C) Tenant Leases. Within thirty(30)days following the Opening Date,Seller will provide Buyer with copies of all existing leases and rental agreements, and all amendments thereto,if any,with respect to any occupancy or use of the Property(the"Tenant Leases"), (f) Operations Contracts. Within thirty (30) days following the Opening Date, Seller will provide Buyer with copies of all management, service, operations, maintenance or supply contracts affecting the Property (collectively referred to as"Operations Contracts")if any, or certify to Buyer in writing that there are no Operation Contracts. (g) Agreements and Licenses. Within thirty(30)days following the Opening Date, Seller will provide Buyer with copies of all existing warranties,guarantees,insurance policies,certificates of occupancy, contracts, agreements, licenses, and permits relating to the Property, other than the Operations Contracts (collectively referred to as the "Agreements and Licenses") if any, or certify to Buyer in writing that there are no Agreements and Licenses. (h) Personal Property. On or before the Closing Date(the"Removal Date"),Seller will remove all personal property located on the Property(the"Personal Property").All Personal Property remaining on the premises after the Removal Date will be deemed abandoned by the Seller and Seller shall have no liability for disposing of or paying for the disposal,of same. 4.2 Material Changes in Information. At the Closing, Seller will report to Buyer in writing any material changes in and otherwise update and bring current as of the Closing any and all information furnished by Seller to Buyer pursuant to this Agreement. 43 Retention of Information. Buyer may not retain all Due Diligence Materials provided by Seller if this transaction fails to close or this Agreement is cancelled. 4.4 Right to Enter and Inspect the Property. During the period from the Opening Date of this Agreement until the earlier of the Closing or cancellation of this Agreement,Seller grants Buyer the non- exclusive right and license for Buyer and Buyer's representatives, agents,and contractors to enter upon the Property for the purposes of investigating and inspecting the Property and performing tests,studies and analyses with respect to the Property. If Buyer does not close the purchase of the Property,Buyer 5 PSA v3036 02/2612018(Form Approved 6120/2014 man) 3.5E-1011 well site adjacent to Welborn Substation shall restore the Property to as close to its original condition as is reasonably possible. Buyer further agrees to indemnify,defend, and hold harmless Seller and its Related Parties for,from,and against any and all Claims arising out of Buyer's exercise of the rights granted by this Section, including without limitation,any Claims relating to mechanics'or materialmen's liens or claims under any state or federal environmental laws or regulations or City Code provisions. 4.5 "AS IS"Condition.Notwithstanding any provision contained herein,Buyer acknowledges and agrees it is buying the real property described on Exhibit A"AS IS."Seller has no obligation to address or improve any condition of the property being transferred. ARTICLE 5 CONDITIONS TO CLOSING 5.1 Conditions to Buyer's Obligation to Close. Buyer's obligation to close this transaction is subject to the satisfaction of the following conditions on and as of the Closing,unless an earlier date is specified: (a) Title Review. Buyer is satisfied with the status of title to the Property as disclosed by the Title Report and the Survey. In that regard: (i) Buyer shall have forty (40) calendar days (the "Review Period") following receipt of both the Title Report and the Survey in which to review and to give Seller and Escrow Agent written notice of any Survey matter or title exception which is unacceptable to Buyer,in Buyer's sole and absolute discretion(each such matter or exception,a"Disapproved Matter"). If,prior to Closing,Escrow Agent issues a supplemental or amended title report showing additional title exceptions (an"Amended Title Report"),Buyer shall have a period of time(a"Supplemental Review Period")equal II to ten (10) calendar days from the date of receipt of the Amended Title Report and a copy each document referred to in the Amended Title Report in which to give notice of dissatisfaction as to any additional Disapproved Matters. If Buyer does not object to a Survey matter or an exception to title as disclosed by the Title Report or an Amended Title Report within the applicable time period,such matter or exception shall be deemed to have been approved by Buyer. (ii) If Buyer gives timely notice of any Disapproved Matter,then Buyer may, by giving notice to Seller and Escrow Agent within the Review Period or Supplemental Review Period,as applicable,either: (A) Cancel this Agreement;or (B) Provisionally accept title subject to Seller's removal of the Disapproved Matters, in which case Seller will use commercially reasonable efforts,at Seller's expense, to remove the Disapproved Matters or obtain title insurance endorsements satisfactory to Buyer against 6 PSA v3 COG 02/26/2018(Form Approved 6/20)2014 man) 3.56-10N well site adjacent to Welborn Substation such Disapproved Matters before the Closing. If Seller cannot remove such Disapproved Matters before the Closing, then, at Buyer's election, all earnest money deposits will be returned to Buyer and this Agreement will be cancelled, or Buyer may waive such objections and the transaction will close as scheduled. (iii) Notwithstanding anything in this Agreement to the contrary,title to the Property shall be delivered to Buyer at the Closing free and clear of all monetary liens and encumbrances (other than the lien for current real property taxes not yet due and payable)and all such monetary liens and encumbrances shall be released from the Property by Seller at Seller's sole expense on or before the Closing. All such liens and encumbrances are disapproved for the purposes of this Section, and Buyer need not give any further notice of disapproval as to those items. Notwithstanding the foregoing Seller has no obligation to remove any monetary liens or encumbrances unless Seller is a party thereto, Seller expressly assumed the obligations thereunder, or they arose from any act or omission of Seller, and Buyer's sole remedy in such case is to cancel this Agreement (iv) The matters shown in the Title Report and any Amended Title Report (other than standard printed exceptions and exclusions that will be included in the title policy)that are approved or deemed approved by Buyer or the Survey matters that are approved or deemed approved by Buyer,in accordance with this Section 5.1(a), and any other matters approved by Buyer in writing, are referred to in this Agreement as the"Approved Title Exceptions." (b) Buyer's Investigations. Buyer is satisfied with Buyer's investigations and inspections with respect to the Property and this transaction. In that regard,for a period beginning upon the Opening Date and ending on the date which is ninety (90) calendar days later (the "Mg Diligence Period"), Buyer will have the absolute right to cancel this Agreement for any reason whatsoever,in Buyer's solo and absolute discretion. However,until Buyer cancels,Buyer will proceed in good faith with Buyer's preliminary investigatory steps with respect to this transaction. Unless Buyer gives written notice of cancellation prior to the expiration of the above-described time period,then Buyer will be deemed to have elected not to cancel the Agreement under this provision. (c) Changes. Buyer has approved, on or before the Closing: (i) the results of an inspection of any material changes occurring after completion of the Diligence Period, as described in Aectlon 5.1(b1 and(ii)any supplementary information provided to Buyer as required by Section 4.2. If a material change under clause(i)above or the existence or occurrence of facts and circumstances disclosed in the supplementary information provided under clause (ii) above constitutes a default by Seller under this Agreement,Buyer's Closing of this transaction shall constitute a waiver of any of Buyer's rights and remedies with respect to such default, event, or circumstance. Buyer's sole remedy is to cancel this Agreement if such changes are not acceptable to Buyer. (d) Approval. The transaction contemplated hereunder shall be subject to approval by Buyer's Board of Directors. At Buyer's discretion, Buyer's Facilities and Support Services Committee(the"Committee')may first review the transaction and decide whether or not to submit them to Buyer's Board of Directors for approval. If either Buyer's Board of Directors or the Committee 7 PSA v3 COG 02126/2018(Form Approved 6/20/2014 mcm) 351:-10N well site adjacent to Welborn Substation • disapproves the transaction,all earnest money deposits will be returned to Buyer and this Agreement will be cancelled,effective immediately upon such disapproval. (e) Escrow Agent Prepared to Close and Issue Title Policy. Escrow Agent is prepared to close the transactions contemplated by this Agreement and Title Insurer is unconditionally prepared to issue the Title Policy in the form required by this Agreement. (f) Truthfulness of Representations. Seller's representations and warranties set forth in this Agreement are true,complete and correct to the best of its knowledge on and as of the Closing. (g) Fill Compliance. Seller has fully performed all of its obligations to be performed by Seller on or before Closing, (h) if any of the foregoing conditions is not fulfilled on or before the date by which such contingency is to have been satisfied and such condition has not otherwise been waived by Buyer in writing,Buyer may,in addition to any right or remedy otherwise available to Buyer,by written notice to Seller given at any time prior to Closing,cancel this Agreement. Upon such cancellation,Buyer shall be entitled to a return of all earnest money deposits. 5.2 Condition to Seller's Obligation to Close. Seller's obligation to close this transaction is subject to Buyer fully performing all of its obligations to be performed by Buyer on or before the Closing. If such condition is not fulfilled,and such condition has not otherwise bean waived by Seller in writingg. Seller may, in addition to any right or remedy otherwise available to Seller,by written notice to Buyer given at any time prior to Closing,cancel this Agreement. ARTICLE 6 CLOSING 6.1 Time of Closing The Closing of this transaction and escrow (referred to in this Agreement as the "Closing") shall occur within thirty (30) days following the completion of the Diligence Period in the offices of Escrow Agent(the"Outside Closing Date"),provided that Buyer may elect to Close sooner by providing a minimum of five(5)business days written notice to both Seller and Escrow Agent of Seller's intent to Close sooner. Notwithstanding the foregoing,if the date of Closing would otherwise occur prior to expiration of a Supplemental Review Period, the date of Closing shall automatically be extended to the day following expiration of the Supplemental Review Period. 6.2 Closing Statement Prior to Closing, Escrow Agent will prepare a combined closing settlement statement for Seller and Buyer,reflecting the various charges,proration and credits applicable to such party,as provided in this Agreement,and provide a copy of the statement to each of Seller and Buyer. Prior to Closing. Seller and Buyer shall each have the right to review and approve the closing settlement statement to insure that such settlement statement conforms to the terms of this Agreement, and the settlement statement,es approved by both Buyer and Seller,is referred to in this Agreement as the "Combined Closing Settlement Statement". 8 PSA v3 COG 02/202018(Form Approved 6/20/2014 man) 35E-1ON well site adjacent to Welborn Substation 63 Seller's Closing Documents. On or before the Closing,Seller shall deposit into escrow the following documents for delivery to Buyer at the Closing, each of which shall have been duly executed and,where appropriate,acknowledged: (a) A special warranty deed, substantially in the form set forth on Exhibit B, conveying the Property to Buyer(the"Deed"),subject only to the Approved Title Exceptions; (b) A certification to Buyer and Escrow Agent,signed and acknowledged by Seller, certifying that Seller is not a nonresident alien, foreign corporation,foreign partnership, foreign trust, foreign estate, or other foreign person within the meaning of and in the form required by Section 1445 and 7701 of the Internal Revenue Code of 1986 and the related Treasury Regulations;and (c) Such other documents as may be necessary or appropriate to transfer and convey all of the Property to Buyer and to otherwise consummate this transaction in accordance with the terms of this Agreement. 6.4 Buyer's Closing Documents. On or before the Closing,Buyer shall deposit into escrow such documents as may be necessary or appropriate to consummate this transaction in accordance with the terms of this Agreement,for delivery to Seller at the Closing, each of which shall have been duly executed and,where appropriate,acknowledged. 6.5 Title Policy. Promptly following the Closing,Escrow Agent shall provide Buyer with an extended owner's policy of title insurance issued by First American Title Insurance Company(the"Title Insurer") in the MI amount of the Purchase Price, effective as of the Closing, insuring Buyer that fee simple title to the Property is vested in Buyer,subject only to the usual printed exceptions and exclusions contained in such title insurance policies and to the Approved Title Exceptions(the"Title Pollen. The premium for the Title Policy shall be paid by Buyer at Closing. Seller,at Seller's expense,shall satisfy all of Escrow Agent's requirements for issuance of such policy,other than those,If any,within Buyer's control. 6.6 Closing Costs and Prorations. (a) Escrow Charges. Upon the Closing,Buyer agrees to pay the escrow charges. (b) Recording Fees. All recording fees for recording instruments or other documents to remove any Disapproved Matter will be paid by Seller.All other recording fees will be paid by Buyer. (c) (i) Real estate taxes and assessments, personal property taxes, if any, payments or other expenses under the Operations Contracts and any of the Agreements and Licenses,and any homeowners' or property owners' association assessments (each a "Prorated Amount") shall be prorated in escrow as of the Closing, based on the latest available information. If, at the Closing, 9 PSA v3 COG 02/26/2018(Farm Approved 6/20/2014 man) 3SE 10N well site adjacent to Welborn Substation . . • information is not available to allow for the proration of a Prorated Amount,then,following the Closing and within ten (10) business days following receipt by either Buyer or Seller of the information necessary to complete the proration of a Prorated Amount, Buyer and Seller shall prorate or re-prorate such Prorated Amount among themselves and make any necessary adjusting payments. Improvement liens and other special assessments shall be paid in full by Seller. (ii) All prorations and/or adjustments called for in this Agreement will be made on the basis of a 30-day month and actual days elapsed unless otherwise specifically agreed in writing by Seller and Buyer. (d) Miscellaneous Closing Costs. Any other closing costs not provided for above or elsewhere in this Agreement shall be paid by Buyer and Seller in equal shares. (e) Method of Payment All closing costs and other amounts payable by Seller shall be deducted from Seller's proceeds at the Closing. On or before the Closing. Buyer shall deposit with Escrow Agent cash in an amount sufficient to pay all closing costs and other amounts payable by Buyer. 6.7 Payments and Disbursements to Be Handled through the Escrow. The various charges, credits and prorations contemplated by this Agreement will be handled by Escrow Agent through the escrow by appropriate charges and credits to Buyer and Seller and will be reflected in the Combined Closing Settlement Statement. All amounts payable pursuant to this Agreement will be paid to Escrow Agent for disposition through the escrow. Escrow Agent is authorized to make all disbursements to the parties and to third parties contemplated by this Agreement from fiords deposited for those purposes,as necessary or appropriate to close this transaction and as set forth in the Combined Closing Settlement Statement. ARTICLE 7 SELLER'S REPRESENTATIONS AND WARRANTIES 7.1 Nature of Seller's Representations. Each of the representations and warranties of Seller contained in Section 72 constitutes a material part of the consideration to Buyer and Buyer is relying on the correctness and completeness of these representations and warranties in entering into this transaction. Each of the representations and warranties is true and accurate to the best of Seller's knowledge as of the date of execution of this Agreement by Seller,will be true and accurate to the best of Seller's knowledge as of the Closing and will survive the Closing,regardless of any investigation or inspection by Buyer. 72 Representations and Warranties. Seller represents and warrants to Buyer as follows: (a) Seller Authority. The person(s) executing this Agreement on behalf of Seller have full power and authority to do so and to perform every act and to execute and deliver every document and instrument necessary or appropriate to consummate the transactions contemplated by this Agreement 10 PSA v3 COG 02126/2018(Form Approved 6/20/2014 man) 3.5E-1ON well site adjacent to Welborn Substation (b) Entity Action. All entity action on the part of Seller and its constituents which is required for the execution, delivery and performance by Seller of this Agreement and each of the documents and agreements to be delivered by Seller at the Closing has been duly and effectively taken. (c) Enforceable Nature of Agreement. This Agreement and each of the documents and agreements to be delivered by Seller at the Closing,constitute legal,valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy,insolvency,fraudulent conveyance,moratorium, or similar laws affecting the enforcement of creditors'rights generally,and subject,as to enforceability, to general principles of equity,regardless of whether enforcement is sought in a court of law or equity. (d) Violations;Cgnsents;Defaults. Neither the execution of this Agreement nor the performance by Seller of its obligations under this Agreement will result in any breach or violation of:(r) the terms of any law,rule,ordinance,or regulation;or(ii)any decree,judgment or order to which Seller or any constituent member of Seller is a party now in effect from any court or governmental body.There are no consents,waivers, authorizations or approvals from any third party necessary to be obtained by Seller in order to carry out the transactions contemplated by this Agreement. (e) Litigation. No litigation, investigation, administrative or other proceeding (including any condemnation proceeding), or order or judgment is pending, outstanding, or threatened against or relating to any portion of the Property or which could affect the performance by Seller of any of its obligations under this Agreement. Seller has no knowledge of any facts or circumstances which could give rise to such action. (f) Title and Access. Fee simple title to the Property is vested in Seller. Permanent, legal access is available to the Property from a dedicated public right-of-way. (g) Unrecorded Documents. There are no unrecorded leases, arrangements, agreements,understandings,options,contracts,or rights of first refusal to which Seller is a party affecting or relating to the Property in any way. (h) Adverse Title Claims. Seller has no knowledge of any title defect, lien, encumbrance, adverse claim, or other matter relating to the title to the Property or to the title insurance coverage for the Property which has not disclosed in writing to the Title insurer or which is not shown by the public records. (1) Taxes. Seller does not have any liability for any taxes,or any interest or penalty in respect thereof, of any nature that may be assessed against Buyer or that are or may become a lien against the Property,other than the lien for current real property taxes and assessments not yet due and payable. (j) Mechanics'Liens. No work has been performed on or about the Property or to any improvements located thereon within six(6)months prior to the Opening Date that could give rise to any mechanics'or materialmen's liens. ll PSA v3 COG 02/26/2018(Form Approved 6/20/2014 man) 35E-10N well site adjacent to Welborn Substation (k) Knowledge. Where a representation or warranty is qualified by the phrase"to Seller's knowledge"or words of similar import,the phrase means that the representation or warranty is made to the best of Seller's knowledge,after due diligence and inquiry. ARTICLE 8 ADDITIONAL COVENANTS 8.1 Possession. Possession of the Property shall be delivered to Buyer upon the Closing. 82 Pre-Closing Covenants. Beginning on the Opening Date and until the earlier of the Closing or the cancellation of this Agreement,Seller covenants and agrees as follows; (a) Taxes and Assessments. Seller shall pay prior to delinquency all real estate taxes and assessments secured by a lien on the Property,if any. (b) Compliance with Law. Seller shall comply with all laws, statutes, rules, regulations and ordinances that are applicable to the Property and the use, occupation, ownership and conveyance thereof. (c) Covenant not to Commit Waste. Seller shall not commit waste on the Property. (d) Improvements. Seller shall not constructor install or permit to be constructed or installed any improvements on the Property. (e) preservation of Rights. Seller shall not do anything to impair any existing rights of way, easements,grants,appurtenances,privileges and licenses in favor or constituting any portion of the Property. 8.3 Actions Requiring Consent of Buyer. Notwithstanding any provision of this Agreement to the contrary, Seller shall not take any of the following actions between the Opening Date and the earlier of the Closing or the cancellation of this Agreement without the prior written consent of Buyer, which consent may not be unreasonably withheld by Buyer. (a) Liens and other Title Maui Fail to make a payment or affirmatively take or affirmatively consent to any action which causes any new lien,obligation or encumbrance to be placed or imposed on the Property or any existing lien to be in default or affirmatively take or affirmatively consent to any other action affecting title to the Property that would result in an exception to title, including the grant of any easement,license,permit, lease,agreement or any other legal or beneficial interest in or to the Property that would be binding on Buyer or on the Property after the Closing,or amend,modify or. extend the term of any matter affecting title to the Property; (b) Tried Party Rights. Grant license or use rights to the Property to any person other than Buyer, 12 PSA e3 COG 02/26/2016(Form Approved 4%10/2014 neon) 3.5E-1ON well site adjacent to Welborn Substation . . (c) No Physical Alterations. Alter in any manner the physical condition of the Property except as necessary to permit Seller to comply with its respective obligations under applicable laws,or to maintain the Property. (d) No Other Disposition. Agree or negotiate to sell, convey, assign, transfer or otherwise dispose of any interest in the Property. (e) Wells. Sell, lease, cap or abandon any well located on the Property or used to provide water to and within the Property; (f) Water Rights. Enter into any agreement pertaining to the use of water from any wells located cm the Property or affecting any of the water rights appurtenant to the Property;or (g) Other Actions. Take any other action that would lessen the value of;or otherwise have a material impact on,the Property. 8.4 Condemnation. It;prior to Closing,all or any portion of the Property is taken by or under threat of condemnation or eminent domain(including by deed in lieu of condemnation)or Seller receives notice from any governmental agency or other person with the power of eminent domain threatening the taking of all or any portion of the Property(any such event being referred to as,a"Condennation Event"), Buyer may,at its election, cancel this Agreement by giving written notice of cancellation to Seller and Escrow Agent within five days of occurrence of the Condemnation Event. If Buyer so elects to cancel this Agreement, then all earnest money deposits will be returned to Buyer,and the Agreement shall be cancelled It prior to Closing, there is a Condemnation Event and Buyer elects to close the escrow notwithstanding the taking,Buyer shall receive all awards or payments made to which Seller is entitled for such taking,and Buyer shall proceed to close the escrow and pay the total Purchase Price. 8.5 Risk of Loss. Except as provided in this Section and except as otherwise provided in Section 4.4,the risk of loss or damage to the Property and all liability to third persons until the Closing shall be borne by Seiler. In case of loss or damage to the Property prior to the Closing,Buyer,at Buyer's option,may either: (a) Cancel this Agreement by giving written notice to Seller and Escrow Agent, in which case Buyer will be entitled to a return of all earnest money deposits;or (b) Proceed with the CIosing, and Buyer will pay the full Purchase Price for the Property, less the deductible payable with respect to the loss and, at the Closing, all of the insurance proceeds payable to Seller with respect to the loss and all rights with respect to the loss under the insurance policy covering the loss will be assigned by Seller to Buyer and any moneys received by Seller at any time in connection with the loss will be paid to Buyer. 8.6 Statutory Notice.The Parties acknowledge and agree that Seller,an Arizona municipal corporation,is selling the Property to the Buyer,also a Political Subdivision of the State. Accordingly, the Parties agree and acknowledge that this transaction may occur with following the procedure • 13 PSA v3 COG 02/26/2018(Form Approved 6120/2014 man) 3.5E-ION well site adjacent to Welborn Substation prescribed in A_R.S. §§9-402 and 9403,as provided in A.R.S.§9-407. The parties agree,however,that the proposed sale must be and has been noticed in accordance with the Glendale City Code Section 2-167. ARTICLE 9 BROKERAGE 9.1 13rokerage. Buyer warrants that Buyer has not dealt with any broker in connection with this transaction. Seller warrants that Seller has not dealt with any broker in connection with this transaction. If any person shall assert a claim to a finder's fee, brokerage commission or other compensation on account of alleged employment as a finder or broker or performance of services as a finder or broker in connection with this transaction,the party under whom the finder or broker is claiming shall indemnify,defend, and hold harmless the other party for,from and against any and all Claims in connection with such claim or any action or proceeding brought on such claim. ARTICLE 10 DEFAULTS AND REMEDIES 10.1 Defaults by Buyer. (a) Buyer's Default. The occurrence of any of the following will constitute a default by Buyer underthis Agreement (i) lf,by the time set for the Closing, Buyer has failed to pay the Purchase Price into escrow,to deposit into escrow the documents and other items to be deposited by Buyer in escrow by the time set for Closing,or to perform any other obligation of Buyer to be performed by the time set for Closing (all such obligations being referred to collectively as the "Beyer .Closing Obligations");or (ii) If Buyer fails to observe or perform any of the other covenants or agreements contained in this Agreement to be observed or performed by Buyer, provided that such failure, if of a type that can be cured or corrected by Buyer, will not.be a default unless such failure continues for 15 days after written notice of breach is given by Seller to Buyer,except that if such failure is of such a character as to require more than 15 days to correct,Buyer will not be in default if Buyer commences actions to correct such failure within the 15-day period and thereafter, using reasonable diligence,cures such failure. (b) $eller's_Remedies. (i) If Buyer is in default with respect to the Buyer Closing Obligations, Seller's sole and exclusive remedy with respect to such default shall be to cancel this Agreement and the escrow,such cancellation to be effective immediately upon Seller giving written notice of cancellation to Buyer and Escrow Agent 14 PSA v3 COG 07/26,/2078(From Approved 6/20/2014 man) 3.5E-ION well sfte adjacent to welbom Substation (ii) If Buyer is in default with respect any of its obligations under this Agreement; other than the Buyer Closing Obligations, including any indemnity obligation, Seller shall have all rights and remedies at taw or in equity in connection with such default. (c) Seller irrevocably waives any right to damages or any other remedies or form of relief,except as specifically set forth in this Section 10.1(6). 102 Default by Seller. (a) Seller's Default. The occurrence of any of the following will constitute a default by Seller under this Agreement: (i) If,by the time set for the Closing;Seller has failed to deposit into escrow the documents and other items to be deposited by Seller in escrow by the time set for Closing, or to perform any other obligation of Seller to be performed by the time set for Closing(all such obligations being referred to collectively as the"Seller Closing Obligations");or (ii) If Seller fails to observe or perform any of the other covenants or agreements contained in this Agreement to be observed or performed by Seller,provided that such failure, if of a type that can be cured or corrected by Seller,will not be a default unless such failure continues for 15 days after written notice of breach is given by Buyer to Seller except that if such failure is of such a character as to require more than 15 days to correct, Seller will not be in default if Seller commences actions to correct such failure within the 15-day period and thereafter,using reasonable diligence, cures such failure. (b) Buyer's Remedies. (i) If Seller is in default with respect to the Seller Closing Obligations, Buyer's sole and exclusive remedy with respect to such default shall be either of the following: (A) cancelling this Agreement and the escrow and receive a return of any or all amounts paid into escrow by Buyer,such cancellation to be effective immediately upon Buyer giving written notice of cancellation to Seller and Escrow Agent or(B)the right to have specific performance of this Agreement. (ii) If Seller is in default with respect any of its obligations under this Agreement,other than the Seller Closing Obligations, including any indemnity obligation,Buyer shall have all rights and remedies at law or in equity in connection with such default. (iii) Buyer irrevocably waives any right to damages or any other remedies or form of relief,except as specifically set forth in this Section 10.2(b). 10.3 WAIVER OF JURY TRW.. SELLER AND BUYER EACH HEREBY EXPRESSLY WAIVES ANY RIGHTS WHICH IT MAY NAVE TO A JURY TRIAL WITH RESPECT TO ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT BY OR AGAINST IT OR ANY OF ITS 15 PSA v3 COG 02/26/2 (Form Approved 6/20/2014 man) 3.5E-3011 well site adjacent to Welbom Substation AFFILIATES RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ARTICLE 11 GENERAL PROVISIONS 11.1 Certain Definitions. As used in this Agreement,certain capitalized terms are defined as follows: (a) "Affiliate" means, with respect to Buyer or Seller, any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Buyer or Seller. as applicable. Control as used herein is defined as possession, direct or indirect,of the power to direct or cause the direction of the management and policies of a person or entity,whether through organizational documents,by contract,or otherwise. (b) 'Business Days"means a day,other than a Saturday, Sunday,legal holiday, or any other day that Escrow Agent is closed for business. (c) "Claims" means any and all obligations, debts, covenants, conditions, representations,costs,and liabilities and any and all demands,causes of action,and claims,of every type, kind, nature or character, direct or indirect,known or unknown,absolute or contingent, determined or speculative,at law,in equity or otherwise,including attorneys'fees and litigation and court costs. (d) "Related Parties" means, with respect to any person or entity, the officers, directors, shareholders, partners, members, employees, agents, attorneys, successors, personal representatives,heirs,executors,or assigns or elected officials of any such person or entity. 11.2 Assignment. At any time prior to the Closing, Buyer may assign its rights under this Agreement to any other party subject to the written approval of Seller,which shall not be unreasonably withheld,conditioned or delayed. 113 Cooperation. Seller shall cooperate fully with Buyer in obtaining any necessary governmental approvals to the transfer of any item of Property being sold to Buyer pursuant to this Agreement 11.4 Binding Effect The provisions of this Agreement are binding upon and shall inure to the benefit of the parties and their respective heirs,personal representatives,successors and assigns. 11.5 Attorneys'Fees. If either party to this Agreement initiates or defends any legal action or proceeding with the other party in any way connected with this Agreement, the party substantially prevailing in any such legal action or proceeding,in addition to any other relief which may be granted, whether legal or equitable,shall be entitled to recover from the losing party in any such legal action or proceeding its reasonable costs and expenses of suit, including reasonable attorneys' fees and expert 16 PSA v3 CDG 02/26/201A(Form Approved 6/20/2014 man) 3.55-30N well site adjacent to Welborn Substation witness fees. Attomeys' foes under this Section include attorneys' fees on any appeal and in any bankruptcy or similar or related proceeding in federal or state courts. 11.6 Waivers. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision,whether or not similar, nor shall any waiver be a continuing waiver. Except as expressly provided in this Agreement,no waiver shall be binding unless executed in writing by the party making the waiver. Either party may waive any provision of this Agreement intended for its benefit; provided,however,such waiver shall in no way excuse the other party from the performance of any of its other obligations under this Agreement. 11.7 Notices. All notices shall be in writing and shall be made by hand delivery,facsimile,or other electronic transmission, express delivery service, freight prepaid, or by certified mail, postage prepaid, return receipt requested. Notices will be delivered or addressed to Seller and Buyer at the addresses or facsimile numbers set forth on the first page of this Agreement or at such other address or number as a party may designate to the other party in writing. Any such notice shall be deemed to be given and received and shall be effective: (a)on the date on which the notice is delivered, if notice is given by hand delivery;(b)on the date of actual receipt;if the notice is sent by express delivery service; (c)on the date on which it is received or rejected as reflected by a receipt if given by United States mail, addressed and sent as aforesaid; and (d) when transmitted properly, in the case of facsimile , or other electronic transmission, with a facsimile , or electronic message being deemed to have been properly transmitted as of the date of successful transmission of the entire notice, as confirmed by return transmission;provided, however,that if successful transmission is completed after 500 p.m.,local time for the recipient on such day, then the facsimile transmission will be deemed to have been given and received and become effective on the next succeeding day. 1I.8 further Documentation. Each party agrees in good faith to execute such further or additional documents as may be necessary or appropriate to fully carry out the intent and purpose of this Agreement. 11.9 Survival. The following obligations of the parties will survive the Closing or cancellation of this Agreement, whether contained in this Agreement or in any agreement; instrument, or other document given by a party in connection with the transactions contemplated by this Agreement: (a) J'ost Closing Covenants. Any and all obligations of the parties that are to be performed following the Closing; (b) indemnification Obligations. All indemnity obligations of the parties; • (c) Warranties. Any and all warranties or representations of the parties;and (d) Other Obligations. Any other obligation with respect to which it is expressly provided that it will survive the Closing or cancellation of this Agreement 17 PSA v3 COG 02/26/2018(Form Approved 6/20/2014 mcm) 3.5E-10N well site adjacent to Welborn Substation 11.10 Countervails.. This Agreement may be executed in counterparts(and by different parties to this Agreement in different counterparts), each of which shall constitute an original,but all of which when taken together shall constitute a single contrail. 11.11 Construction. Unless the context of this Agreement clearly requires otherwise or unless otherwise expressly stated in this Agreement,this Agreement shall be construed in accordance with the following: (a) Use of Certain Words. References to the plural include the singular and to the singular include the plural and references to any gender include any other gender. The part includes the whole; the terms "include" and "including" are not limiting; and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof" "herein,""hereby,""hereunder;"and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) References_ References in this Agreement to"Articles,""Sections,"or Exhibits are to the Articles and Sections of and Exhibits to, this Agreement. Any reference to this Agreement includes any and all amendments,extensions,modifications,renewals,or supplements to this Agreement. The headings of this Agreement are for purposes of reference only and shall not limit or define the meaning of any provision of this Agreement. 11.12 partial Invalidity. If any portion of this Agreement is determined to be m constitutional, unenforceable or invalid, such portion of this Agreement shall be stricken from and construed for all purposes not to constitute a part of this Agreement, and the remaining portion of this Agreement shall remain in full force and effect and shall,for all purposes,constitute the entire Agreement. 11.13 Governing Law. This Agreement shall be construed according to the laws of the State of Arizona,Without giving effect to its conflict of laws principles. 11.14 Time of Essence:Time Periods. Time is of the essence of this Agreement. The time for performance of any obligation or taking any action under this Agreement shall be deemed to expire at 5:00 pm(MST)on the last day of the applicable time period provided for in this Agreement. If the time for the performance of any obligation or taking any action under this Agreement expires on a Saturday, Sunday or legal holiday, or any other day that Escrow Agent is closed for business, the time for performance or taking such action shall be extended to the next succeeding day which is not a Business Day. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in this Agreement. All prior and contemporaneous agreements, representations and understandings of the parties, oral or written, are superseded by and merged in this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless in writing and executed by Buyer and Seller. (Signatures follow on next page) 18 PSA v3 COG 02/26/2018(Form Approved 6/20/2014 non) 3.5E-10N well site adjacent to Welborn Substation EXECUTED as of the date written on the first page of this Agreement SELLER CITY OF GLENDALE, APPROVED AS TO FORM: an Arizonamunicipalcorporation B � By.� Y: (Signature)" �.`'gnahne) ll `` , Name: l_ Aso. Namev1 A•2 �l '!int Name) (Print Name) City Attorney Its:City Manager Atteatei , A : By: Aglaid, I.r Srgnatw•e) Nam=. I £ /:i 1 Ill ' (Print Name) City Clerk BUYER: SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under the laws of the State of Arizona )1.44.444. ?ILI-Ps-- Margaret E.Voore,SR/WA Senior Land Acquisitions Agent SRP Land Acquisitions 19 PSA v3 COG 02/26/2018(Form Approved 6/20/2014 mem) 3.5E-10N well site adjacent to Welborn Substation Escrow No.NCS— -NM ACCEPTANCE BY ESCROW AGENT: First American Title Insurance Company hereby acknowledges that it has received a fully executed counterpart of the Agreement and:(1)agrees to act as Escrow Agent thereunder and to be bound by and perform the terms thereof as such terms apply 10 Escrow Agent including without limitation Section 3.4 concerning IRS reporting: (2) agrees to comply with the provisions of Executive Order 13224 regarding the Specially Designated Nationals and Blocked Persons list and(3)agrees that no cancellation charges will be payable in the event of a cancellation of the escrow. By accepting this escrow, Escrow Agent agrees be bound by the terms of this Purchase and Sale Agreement as they relate to the duties of Escrow Agent. However,such agreement does not make the Escrow Agent a party to this Purchase and Sale Agreement and no consent or approval from Escrow Agent shall be required to amend,extend,supplement,cancel or otherwise modify this Purchase and Sale Agreement except to the extent any such action increases the duties of Escrow Agent or exposes Escrow Agent to increased liability,in case such action shall not be binding on Escrow Agent unless Escrow Agent has consented to the same in writing. First American Title Insurance Company By: Name: Ita: Opening Date: ' f WHEN RECORDED MAIL TO: SALT RIVER PROJECT Land Department/PAB400 P.O.Box 52025 Phoenix,Arizona 85072-2025 SPECIAL WARRANTY DEED Maricopa County R/W# Agt.MEM Parcel a portion of#APN 102-11-010K Job#LJ60150 A portion of Grand Canal Linear Park W C City of Glendale,an Arizona municipal corporation hereinafter called Grantor, for and in consideration of the sum of Ten Dollars, and other valuable consideration, does hereby grant and convey to SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT,an agricultural improvement district organized and existing under the laws of the State of Arizona, hereinafter called the Grantee, the following described property situated in Maricopa County,Arizona: SUBJECT TO: Current taxes, assessments, reservations in patents, all easements, rights of way, encumbrances, liens, covenants, conditions and restrictions as may appear of record, and all matters that would be disclosed by a survey or inspection of the Property. And the Grantor hereby binds itself and its successors to warrant and defend the title as against all acts of the Grantor herein and no other, subject to the matters above set forth. IN WITNESS WIREOF, GRANTOR has caused its name to be executed by its duly authorized representative(s),this 2(o day of ,i-,,,,9 , 2018 . SELLER: CITY OF GLENDALE, APPROVED AS TO FORM: an Arizona municipal corporation By: 2e-- B : (Signature w n /(Signatures NamS�'\!M A \-b -) Name: IL '/1.'' 17 hZS (Print Name) (Print Name) City Attorney Its: City Manager Attests By: I / / (Signature) Name: ---.)LA,1,1;LI< 10(7 r- (Print Name) City Clerk STATE OF (tri-Z.0(V), ) )ss COUNTY OF M ;c a(OL ) The fore oing instrument was acknowledged before m this day of 3—L J ,20A by j>JV`I e. 1L .6 o(. )-( and 1 J;,r1 ..��c , City Manager and City Clerk,respectively,of THE CITY OF GLENDALE,an Ariz na municipal corporation of the State of Arizona. My CommissionisExpires: y{/pf//►►/� p��j }f /�n/�(� L.��� 1 �. R�iT- !� `'�►' 1 c &&�-' ID i1`i-5 Way ciAheale Notary Public �w. .) COUNTY \J My CommIsebn Explms Notary Stamp/Seal • Note: This instrument is exempt from the real estate transfer fee and affidavit of legal value required under A.R.S.Sections 11-1131 and 11-1132 pursuant to the exemptions set forth in A.R.S. Sections 11- 1134(A)(2)and(A)(3). EXEMPT FROM REAL PROPERTY TAXATION Article 9,Section 2,Arizona State Constitution , EXHIBIT " A " BETHANY HOME ROAD ALIGNMENT LEGEND r-------�I____-----1 --------- SECTION AND CENTERLINE I JOB SITE. I I PROPOSED WELL SITE BOUNDARY I I =j It-J $ SECTION CORNER AS NOTED WI �z Qi_______ N ABBREVIATION TABLE ® to FND FOUND ;,-II I2 MCR MARICOPA COUNTY RECORDER I I NTS NOT TO SCALE (R) RECORD NORTH I � I (M) MEASURED 1---------'---------i AREA CAMELBACK ROAD PROPOSED WELL SITE CONTAINS AN AREA OF VICINITY MAP (NTS) 15.000 SQUARE FEET OR 0.34 ACRES, MORE OR LESS. T2N G&SRME BASIS OF BEARING ARIZONA STATE PLANE COORDINATE SYSTEM ZONE 202, NAD 83 DATUM NORTH QUARTER CORNER SECTION 15 NORTHWEST CORNER OF SECTION 15 FND COTTON PICKER SPINDLE FND BRASS CAP 1N HAND HOLE OBSERVED: 03-17-2006 OBSERVED: 12-10-2008POINT OF COMMENCEMENT N89°47'01'W 2649.20'(M) (BASIS OF BEARING) 2453.04%--w•------------- .150.00' ----------- I 46.16' --� Ol_ Cl_ - o., W GRAND CANAL RIGHT OF WAY u' LL, -r., BOOK 181 PAGE 5 NCR r.• ,- z r S89'47'08"E 150.00' N :7) POINT OF BEGINNING eel Lime -i, ,iii 0 0 4,, T "` \\ S PROPOSED o I� sTa�i A� WELL SITE go DICKEY BEING A PORTION OFco • ao 20050650014 NCR 10 �9� :/// ' o0:p1yA. U. z vl REGISTRATION EXPIRES: 03-31-19 N89'47'08"W 150.00' SALT RIVER PROJECT £"E2 SURVEY DIVISION AGRICULTURAL IMPROVEMENT & POWER DISTRICT IJ P LAND DEPARTMENT SRP JOB NUMBER: W1373852-203 SCALE: NTS LJ NUMBER: LJ60150 SHEET: 1 OF 1 PROPOSED WELL . SIT E AGENT: MOORE SHEET SIZE: 8.5"x11" NW 1 /4 SECTION 15 DRAWN: GOREHAM REVISION: 0 T . 2 N . R . 1 E . CHECKED BY: DICKEY CREW CHIEF: WHITMOYER 3 . 25 EAST-9 . 755 NORTH DATE: 04-20-2016 FIELD DATE: N/A DATE:04-20-2016 TTRRSS:T2N R1E SECTION 15 SRP JOB:W1373852-203 JOB NAME:PROPOSED WELL SITE TECH NAME:GOREHAM PAGE 1 OF 1 A PARCEL OF LAND BEING A PORTION OF DOCUMENT 20050650014 RECORDED WITH MARICOPA COUNTY RECORDER(MCR)LOCATED IN THE NORTHWEST QUARTER OF SECTION 15,TOWNSHIP 2 NORTH,RANGE 1 EAST OF THE GILA AND SALT RIVER MERIDIAN,MARICOPA COUNTY,ARIZONA,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH QUARTER CORNER OF SAID SECTION 15,BEING A COTTON PICKER SPINDLE, FROM WHICH THE NORTHWEST CORNER OF SAID SECTION 15,BEING A BRASS CAP IN HAND HOLE,BEARS NORTH 89 DEGREES 47 MINUTES 01 SECONDS WEST,A DISTANCE OF 2649.20 FEET(BASIS OF BEARING); THENCE ALONG THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 15,NORTH 89 DEGREES 47 MINUTES 01 SECONDS WEST,A DISTANCE OF 46.16 FEET; THENCE DEPARTING SAID NORTH LINE,SOUTH 00 DEGREES 12 MINUTES 59 SECONDS WEST,A DISTANCE OF 33.91 FEET TO THE SOUTH LINE OF THE GRAND CANAL RIGHT OF WAY PER BOOK 181 PAGE 5 MCR AND THE POINT OF BEGINNING; THENCE DEPARTING THE SOUTH LINE OF SAID GRAND CANAL RIGHT OF WAY,SOUTH 00 DEGREES 18 MINUTES 48 SECONDS WEST,A DISTANCE OF 100.00 FEET TO A LINE BEING PARALLEL WITH AND 100.00 FEET SOUTH OF THE SOUTH LINE OF SAID GRAND CANAL RIGHT OF WAY; THENCE ALONG SAID PARALLEL LINE,NORTH 89 DEGREES 47 MINUTES 08 SECONDS WEST,A DISTANCE OF 150.00 FEET; THENCE DEPARTING SAID PARALLEL LINE,NORTH 00 DEGREES 18 MINUTES 48 SECONDS EAST,A DISTANCE OF 100.00 FEET TO THE SOUTH LINE OF SAID GRAND CANAL RIGHT OF WAY; THENC ALONG THE SOUTH LINE OF SAID GRAND CANAL RIGHT OF WAY,SOUTH 89 DEGREES 47 MINUTES 08 SECONDS EAST,A DISTANCE OF 150.00 FEET TO SAID POINT OF BEGINNING. SAID PARCEL CONTAINS AN AREA OF 15,000 SQUARE FEET OR 0.34 ACRES,MORE OR LESS. END OF DESCRIPTION / LAND S \� (V( :; t 224 TAN „oNA. u•5' REGISTRATION EXPIRES 03-31-2019