HomeMy WebLinkAboutProperty #: P21-002 - 1/15/2021 P21 -002
REAL PROPERTY
TRANSFER AGREEMENT
DATE : January (1'5, 2021 (the "Effective Date")
PARTIES: BYPG HOLDINGS, LLC, an Arizona limited liability company
14747 N.Northsight Blvd., Suite 111-431
Scottsdale,AZ 85260
and
CITY OF GLENDALE, an Arizona municipal corporation
5850 West GLENDALE Avenue
GLENDALE, Arizona 85301
Attention: City Attorney
This Real Property Transfer Agreement ("Agreement") is made and entered into as of the
Effective Date by and between the City of GLENDALE, an Arizona municipal corporation
("Glendale" or "City") and BYPG HOLDINGS, LLC, an Arizona limited liability company
("Owner").
RECITALS
A. Glendale wishes to acquire certain undeveloped real property for Phase 2 of the
Ballpark Boulevard Extension Project("Project"). In this phase of the Project, the City hopes to
accommodate development in the Ballpark Boulevard Extension Project area, by providing for
intersection improvements at 99th Avenue, relocating the Bureau of Reclamation Canal, and
securing a site for a future sewer lift station.
B. Owner owns approximately 19.97 acres of real property bounded on the Southwest
by the Grand Canal, on the North by Ballpark Boulevard, on the East by 99th Avenue, and on the
South by a privately-owned property (the "Property"). The Property consists of three parcels,
which are identified by the Maricopa County Assessor as APN 102-60-010P, 102-60-013B, and
APN 102-60-013C.
C. Glendale wishes to acquire, and Owner is willing to transfer, a portion of the
Property to the City to support the Project and benefit the public.
D. As provided in this Agreement, Owner will agree to transfer to Glendale a total of
up to approximately 2.58 acres from the Property as follows:
i. A portion of APN 102-60-013C, which portion is legally described
in the attached Exhibit 1 and referred to in this Agreement as the "99th Avenue
Strip";
ii. Portions of APN 102-60-013B and APN 102-60-013C, which
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portions are legally described in the attached Exhibit 2 and referred to in this
Agreement as the "New Canal Parcel"; and
iii. APN 102-60-01OP and a portion of APN 102-60-013B which are
legally described in the attached Exhibit 3 and referred to in this Agreement as the
"Future Lift Station Site."
A map depicting the 99th Avenue Strip, the New Canal Parcel and the Future Lift Station Site
(collectively,the"Parcels") is attached as Exhibit 4.
E. In exchange for the Parcels being transferred to Glendale in fee simple by Owner,
Glendale will: (i) complete the intersection improvements at Ballpark Boulevard and 99th Avenue;
(ii)work with the U.S. Bureau of Reclamation ("BOR") or its delegate to relocate, realign, bury
and/or enclose the existing water conveyance system so that access to the Property, and other
properties in the area may be facilitated; and (iii) agree to certain other matters relating to the
Property and the Parcels, as provided herein.
F. Glendale and Owner desire to enter into this Agreement on the terms and conditions
set forth below.
AGREEMENT
In consideration of the mutual promises and covenants set forth in this Agreement, the parties
agree to the terms and conditions set forth below.
1. TRANSFER TERMS & CONDITIONS.
(a) Conveyance of Parcels by Owner: On the Closing Date (as hereafter
defined), Owner will transfer the Parcels to Glendale in fee simple, free and clear of any
mortgages,collateralization,or other monetary liens voluntarily agreed to by Owner. Such
transfer shall be accomplished by the execution of a Special Warranty Deed in the form
attached to this Agreement as Exhibit 5. The portion of the Property retained by Owner
following such conveyance is referred to as the "Retained Property".
(b) Grant of Access Rights: Following the Closing Date, Owner will
reasonably cooperate with Glendale to grant to Glendale temporary access rights across the
portion of the Retained Property immediately adjacent to the New Canal Parcel and the
99th Avenue Strip, in order to facilitate the construction activities described in
Sections 1(c) and 1(d) of this Agreement, respectively, so long as such access does not
unreasonably interfere with Owner's development of the Retained Property. The terms of
such temporary access will be mutually acceptable to Owner and Glendale. The provisions
of this Section 1(b) will expire as to each of the New Canal Parcel and the 99th Avenue
Strip, respectively, on the earlier of: (i) completion of the applicable construction by
Glendale, as described in Sections 1(c) and 1(d), respectively; or (ii) four(4) years after
the Effective Date.
(c) Glendale Obligations Relating to BOR Canal: After the Closing, Glendale
shall use commercially reasonable, diligent efforts to obtain all requisite BOR approvals
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for the following actions, and upon receipt of BOR approval, Glendale shall take the
following actions:
i. Glendale shall,in good faith,request BOR to abandon and terminate
of record (insofar as they relate to the Property) the existing BOR easements
recorded at Book 150 of Deeds, Page 204, and at Book 218 of Deeds, Page 61,
Records of Maricopa County. Glendale shall enter into a new easement with BOR,
or amend and relocate the existing easements with BOR, so that the new or
relocated BOR easement is situated on the Parcels or on adjacent land owned by
Glendale (the new or relocated BOR easement is referred to as the "New BOR
Easement"). The date upon which Glendale causes BOR to abandon and terminate
the foregoing existing easements, and enter into the New BOR Easement, is
referred to as the "Easement Completion Date." A copy of BOR's relocation
procedures dated 12/9/2019 is attached hereto as Exhibit 6. The parties intend that
New BOR Easement will not encumber the Retained Property. If BOR proposes
to locate any portion of the New BOR Easement on the Retained Property,and such
proposed location is unacceptable to Owner, then Glendale and Owner shall
diligently negotiate in good faith for a period of 180 days to identify a solution to
mitigate the negative impact of the proposed location on the Retained Property. If
despite such efforts the parties are unable to identify a mutually acceptable solution,
then Glendale and Owner shall terminate and unwind the transaction evidenced by
this Agreement in such a manner that each party is returned to substantially its same
legal and economic position as if this Agreement was not executed.
ii. Following the Easement Completion Date, Glendale shall relocate
the existing BOR canal to a location in the New BOR Easement("BOR Relocation
Work").
iii. Glendale shall install underground irrigation pipe in the New BOR
Easement,to replace the existing BOR canal. When Glendale installs the irrigation
pipe described in this clause (iii), Glendale will: (A)use appropriate pipe, as
prescribed by the Roosevelt Irrigation District; (B) at City's expense, concurrently
extend one (1) City water line and one (1) City sanitary sewer line, located at
approximately the 101st Avenue alignment to the South line of New BOR
Easement and install up to and not exceeding seven(7) sleeves ("Sleeves"), the
number of which may be reduced if not warranted for future development for City
water and City sanitary sewer service to and from the Retained Property and across
the BOR Easement, in order to allow Owner to install Owner's water and sewer
utilities within the Sleeves to connect with Owner's development of the Retained
Property. Approximate locations of all Sleeves are illustrated on the map attached
hereto as Exhibit 7; and (D)use its best efforts to assist Owner in obtaining from
BOR a right for the Owner to construct roadway and driveway improvements
across the New Canal Parcel and across the New BOR Easement, in order to
provide pedestrian and vehicular access between the Retained Property and
Ballpark Boulevard. Glendale and the Owner agree that any such roadway and
driveway improvements shall be constructed consistent with Owner's or any
successor's development of the Retained Property and at Owner's or such
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successor's sole expense.
iv. Glendale will keep Owner reasonably informed of the status of the
engineering and design, and projected schedule of construction of the BOR
Relocation Work, expressly including, without limitation, the engineering and
design of the Sleeves, in order to provide Owner with the time and opportunity to
provide input to Glendale with respect to number and location of Sleeves required
for Owner's development of the Retained Property, including the installation of all
other utilities serving the Retained Property. Glendale shall have no obligation to
agree to any such input, but does agree to use its best efforts to coordinate the
location of the installation of Owner's utilities in or across the New BOR Easement
with Owner and BOR.
v. The design, engineering and construction/installation of the BOR
Relocation Work and Sleeves shall be completed by Glendale at Glendale's sole
cost,in accordance with all applicable federal,state or City rules,codes,regulations
and statutes, and will accommodate intersection improvements in the southwest
quadrant of Ballpark Boulevard and 99th Avenue. However, should Glendale and
the Owner agree that some or all of the Sleeves are not necessary to provide water
and sewer utilities to Owner's Retained Property or adjacent parcels, Owner may
use one or more of the Sleeves for its other utilities provided Owner reimburses
Glendale for the construction and installation of any such Sleeves released for its
use. The date all such work is completed as required in this Section 1(d)is referred
to as the "Relocation Completion Date."
vi. If the Easement Completion Date does not occur by the third
anniversary of the Effective Date or if the Relocation Completion Date does not
occur by fourth anniversary of the Effective Date, Glendale's grant of access as
provide in Section 1(b) above shall be extended for an additional one(1) year,
provided Glendale is working diligently and continuously in good faith and making
reasonable progress in achieving the Easement Completion Date and/or Relocation
Completion Date,whichever is applicable. The Easement Completion Date and/or
Relocation Completion Date, whichever is applicable, may be extended for
additional one (1) year periods, as necessary upon the mutual agreement of the
parties.
vii. If Owner wishes to proceed with the development of the Retained
Property before the Relocation Completion Date,the parties will cooperate in good
faith and agree in advance to a plan to coordinate their respective design and
construction activities so that the development of the Retained Property and the
Relocation Completion Date for the Ballpark Boulevard Improvements will not be
adversely affected.
(d) Intersection Improvements at Ballpark Boulevard and 99th Avenue: After
the Closing, the City will construct, or cause to be constructed, certain roadway,
intersection and traffic improvements along Ballpark Boulevard and at the intersection of
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Ballpark Boulevard and 99th Avenue in the southwest quadrant, which improvements are
depicted on Exhibit 8 (the "Ballpark Boulevard Improvements"). The City will be
responsible to pay the costs to construct the Ballpark Boulevard Improvements. In no event
will Owner or its successor in interest be assessed or required to pay any portion of the
costs to construct.the Ballpark Boulevard Improvements. The work to be completed by
Glendale pursuant to this Section 1(d) shall be done in accordance with all applicable
federal, state or City rules, codes, regulations and statutes, and will be completed no later
than the fourth (4th) anniversary of the Effective Date. Should the City be unable to meet
its obligations pursuant to this Section 1(d)by the fourth(4th) anniversary of the Effective
Date, the term for completing construction of such improvements shall be extended for an
additional one(1) year,provided Glendale is working diligently and continuously in good
faith and making reasonable progress toward completing the construction of such
improvements. The City will complete the Ballpark Boulevard Improvements in
conjunction with (or prior to) Owner's development of the Retained Property, if such
completion is practicable based on the status of the BOR Relocation Work.
(e) Glendale Agreements Relating to Certain Approvals. Owner may submit,
and Glendale will timely review,any requests for zoning approvals,lot splits,subdivisions,
minor land divisions, or other similar land division requirements and compliance with the
City's applicable setback requirements, consistent with City Code provisions,policies and
procedures.
(f) Agreements Relating to the Lift Station. Subject to the further terms of this
Section 1(f), Owner shall convey to Glendale the Future Lift Station Site as required for
the future construction of a sanitary sewer lift station that will serve the anticipated
development of the Retained Property and other real property in the vicinity of the Retained
Property(the"Lift Station").
i. Glendale will require the design,engineering and construction of the
Lift Station to be funded and constructed solely by Owner and/or other private
landowner(s) and will require the Lift Station to be dedicated to Glendale upon
completion.
ii. Owner shall convey to Glendale the Future Lift Station Site at
Closing. The parties agree that the Future Lift Station Site shall be restricted and
shall only be used as the location of a sanitary sewer lift station for the Retained
Property and, as applicable, other real properties in the general vicinity of the
Retained Property. To the extent reasonably possible, the Lift Station shall be
constructed as far west on the Future Lift Station Site as possible,in order to provide
a buffer and minimize the visual impact between the Lift Station and the Retained
Property. Review and approval of lift station site layout and design shall be
approved by Glendale and will be according to technical requirements and
operational efficiencies. Promptly after construction of the lift station, Glendale
will obtain an ALTA survey of the Future Lift Station Site, and Glendale will
reconvey any portion of the Future Lift Station Site not necessary to operate,
maintain,repair,replace or access the Future Lift Station back to Owner.
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iii. If Glendale conveys fee title to any portion of the Future Lift Station
Site to Owner pursuant to Section 1(f)(ii), at the time of conveyance Glendale shall
cause such parcel to be in substantially the same condition as existed on the Closing
Date, and shall cause fee title to such parcel to be in the same condition as existed
on the Closing Date. Glendale and Owner shall execute promptly such documents
and instruments as are reasonably necessary to facilitate such conveyance.
iv. After the Closing, Glendale will use good faith efforts to facilitate,
and to reasonably participate in discussions among Owner and other land owners
to structure an agreement whereby Owner or the land owner that pays the cost to
design, engineer and construct the Lift Station receives a contribution toward such
costs from each future owner desiring to utilize capacity at the Lift Station, as a
condition to Glendale allowing such future owner to utilize such capacity;provided,
however (A) Glendale shall have no liability to Owner if Owner and such other
land owners are unable to reach an agreement as to such matters; and(B) Glendale
shall have no obligation to expend funds in connection with such agreement.
The provisions of Sections 1(b)through 1(f) shall survive the Closing.
2. CLOSING AND ESCROW; DELIVERIES; COSTS.
(a) Escrow: Consummation of the conveyance as described in this Agreement
(the "Closing") will occur through an escrow ("Escrow") with First American Title
Insurance Company (Alix Graham,Escrow Agent) ("Escrow Agent"). Closing will occur
on January 19, 2021 (the "Closing Date"). The obligations of the parties to be performed
at or prior to Closing are conditions precedent to Closing as well as covenants.
(b) Deliveries by Owner: On the Closing Date, Owner will execute and deliver
to Escrow Agent the following documents:
i. A Special Warranty Deed in the form attached as Exhibit 5
("Deed");
ii. The Notice of Agreement and Use Restrictions in the form attached
as Exhibit 9 (the"Notice of Agreement");
iii. Evidence that Owner has terminated any existing leases affecting
the Parcels;
iv. An Affidavit of Non-Foreign Status in the form required by
applicable law; and
v. Such other documents and instruments as Escrow Agent or the City
may reasonably request in order to consummate the conveyance transaction
described in this Agreement.
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(c) Deliveries by the City: On the Closing Date, the City will execute and deliver to
Escrow Agent the following documents:
i. The Notice of Agreement; and
ii. Such other documents and instruments as Escrow Agent or Owner
may reasonably request in order to consummate the conveyance transaction
described in this Agreement.
(d) Closing Costs: The City shall pay for any title policy and survey of the Parcels
desired by the City to facilitate this acquisition. The City shall also pay all recording
charges and escrow charges associated with this transaction.
(e) Actions by Escrow Agent: At Closing, Escrow Agent shall (i)record the Deed and
the Use Restrictions and Notice of Agreement,in that order,with the office of the Maricopa
County Recorder; and (ii) deliver to Owner and City copies of the fully executed
documents described in this Section 2.
3. OWNER REPRESENTATIONS AND WARRANTIES.
Owner makes the following representations and warranties which are agreed to constitute
a material part of the consideration hereunder,which are true and accurate as of the Effective Date
of this Agreement and (i) as to the representations in Sections 3(c) and 3(d), will be true and
accurate upon execution of this Agreement, and which shall survive the Closing for a period of
twelve(12) months, and (ii) as to the representations in Sections 3(a) and 3(b), will be true and
accurate upon execution of this Agreement, will remain true and accurate and survive the Closing
without limitation.
(a) Action. All actions on the part of Owner which are required for the
execution, delivery and performance by Owner of this Agreement and each of the
documents and agreements to be delivered by Owner at the Closing have been duly and
effectively taken;
(b) Enforceable Nature of Agreement. This Agreement and each of the
documents and agreements to be executed by Owner constitutes a legal, valid and binding
obligation of Owner, enforceable against Owner in accordance with its terms, subject to
bankruptcy, insolvency, and general principles of equity;
(c) Litigation. Owner,individually or collectively,is not a party to any pending
or threatened action, suit,proceeding or investigation, at law or in equity or otherwise, in,
for or by any court or governmental board, commission, agency, department or officer,
arising from or relating to the Parcels or to the past or present operations and activities of
Owner or any predecessors-in-interest upon or relating to the Parcels; and
(d) Environmental Matters. Except as set forth in: (i)that Phase 1
Environmental Assessment(ESA)dated June 30,2020 prepared by Burg&Associates and
certified to BYPG Holdings, LLC (Job No. 20-010); and (ii)that Limited Phase II
Subsurface Soil Investigation dated June 30, 2020 prepared by Burg & Associates and
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certified to Van Tuyl Companies (Job No. 20-010) (collectively, the "Environmental
Report"), Owner has received no written notice that either it or any condition found on the
Parcels is in violation of any applicable environmental law, regulation, ordinance or order
of any government entity,including,without limitation,the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, the Resource Conservation and
Recovery Act, as amended, the Federal Clean Water Act, as amended, the Federal Clean
Air Act, as amended, the Federal Toxic Substances Control Act, as amended, and any
regulations promulgated thereunder, or any other federal, state, or local laws relating to
contamination of or adverse effects on the environment. In addition, except as set forth in
the Environmental Report, Owner has received no written notice that the Parcels, or any
portions thereof, or any underlying groundwater contains any material concentrations of
regulated substances, hazardous substances, hazardous materials, toxic substances, or
similar substances, residues, and waste. Should any such environmental issues be
discovered(as listed above)after the Effective Date of this Agreement and prior to Closing,
Glendale and Owner shall work together to resolve any such issues. Nothing in this
Section 3(d),however,prevents Glendale from terminating the Agreement prior to Closing
should it determine that the environmental matter makes Closing the transaction not in the
City's best interests.
If Glendale discovers prior to the Closing that any of the foregoing representations and
warranties is inaccurate, Glendale's sole and exclusive remedies shall be to elect, on or before the
earlier of the scheduled Closing Date or five (5)business days after Glendale learns of such
inaccuracy, to either: (1) waive representation or warranty and proceed to Closing in accordance
with this Agreement; or(2) terminate this Agreement by notice given to Owner.
4. CONDITION OF PROPERTY.
(a) "AS IS" Conveyance: The City acknowledges that, except to the extent
specifically set forth in Section 3, neither Owner, nor any agent, employee or any other
party acting on behalf of Owner,has made or shall be deemed to have made any agreement,
condition, representation or warranty either expressed or implied, including, without
limitation, any warranties of liability, good workmanlike construction, environmental
status or condition, suitability and fitness for intended purpose, with respect to any aspect
of the Parcels. Any environmental reports or any other information or data that Owner or
any other party may have delivered to Owner is furnished without any representation or
warranty by Owner. The City acknowledges that the Parcels will be acquired by the City
in strictly an "as is" and "where is" condition and with all existing faults and defects
(patent and latent) as a result of the City's own inspections and investigations and not in
reliance on any agreement, understanding, condition, warranty (including, without
limitation,warranties of habitability,merchantability or fitness for a particular purpose)or
representation made by Owner or any agent, employee or principal of Owner or any other
party as to the physical (including, without limitation, environmental) condition of the
Parcels or the areas surrounding the Parcels, or as to any other matter whatsoever,
including, without limitation, as to compliance with any laws pertaining to protection of
the environment.
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(b) Release by the City: Except to the extent specifically set forth in this
Agreement and in the documents executed and delivered by Owner at Closing and
applicable law, Owner shall have no responsibility, liability or obligation to the City
subsequent to the Closing with respect to any conditions relating to the Parcels, including,
without limitation, environmental conditions, or as to any other matters whatsoever
respecting in any way the Parcels.
(c) Survival: The provisions of this Section 4 shall survive the Closing.
5. GLENDALE'S REPRESENTATIONS AND WARRANTIES.
Glendale makes the following representations and warranties which are agreed to constitute
a material part of the consideration hereunder, which are true and accurate as of the date of this
Agreement, and will remain true and accurate and survive the Closing without limitation.
(a) Action. All actions on the part of Glendale which are required for the
execution, delivery and performance by Glendale of this Agreement and each of the
documents and agreements to be executed and delivered by Glendale have been duly and
effectively taken; and
(b) Enforceable Nature of Agreement. This Agreement and each of the
documents and agreements to be delivered by Glendale constitutes a legal, valid and
binding obligation of Glendale, enforceable against Glendale in accordance with its terms
subject to bankruptcy, insolvency, and general principles of equity.
If Owner obtains knowledge prior to the Closing that any of the foregoing representations
and warranties are inaccurate in any material respect, and such inaccuracy is not the result of the
City's fraud or the City's intentional misrepresentation,Owner's sole and exclusive remedy in such
event shall be to elect, on or before the earlier of the scheduled Closing Date or five (5)business
days after Owner learns of such inaccuracy, to either (1)waive such inaccuracy and proceed to
Closing in accordance with this Agreement or(2)terminate this Agreement by notice given to the
City(unless the City cures such inaccuracy prior to expiration of the 5-business day period).
6. COMMISSIONS.
Each party represents and warrants to the other party that it has not retained, and it is not
represented by, a broker or representative acting on its behalf that is entitled to a fee or commission
in connection with the transaction contemplated by this Agreement. Glendale and Owner shall
each indemnify, defend and hold the other party harmless for, from and against any and all claims
arising from any claim by any broker, agent or finder for fee or commissions earned as a result of
the transactions contemplated hereunder because of any act of Glendale or Owner respectively.
The provisions of this Section shall survive the Closing and any termination of this Agreement.
7. 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, executors, administrators, successors and
assigns.
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8. ATTORNEYS' FEES.
If any action is brought by either party in respect to its rights under this Agreement,the prevailing
party shall be entitled to reasonable attorneys' fees and court costs as determined by the court.
9. WAIVERS.
No waiver of any of the provisions of this Agreement shall constitute a waiver of any other
provision, whether 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.
10. GOVERNING LAW.
This Agreement shall be subject to, and construed according to, the laws of the State of Arizona
without the application of any principles of conflicts of law that would require or permit the
application of the laws of any other jurisdiction.
11. CONFLICT.
Owner and Glendale acknowledge this Agreement is subject to A.R.S. § 38-511,which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the agreement on Glendale's or Owner's behalf,
respectively is also an employee, agent, or consultant of any other party to this Agreement.
12. NOTICES.
Notices shall be in writing and shall be given by personal delivery,by deposit in the United States
mail, certified mail, return receipt requested, postage prepaid, or by express delivery service,
freight prepaid, in each case by delivery to Owner and Glendale at the addresses set forth below
or at such other address as a party may designate in writing. The date notice is given shall be the
date on which the notice is delivered, if notice is given by personal delivery, or five (5) calendar
days after the date of deposit in the mail or with an express delivery service, if the notice is sent
through the United States mail.
GLENDALE: City Manager
City Engineer
City of Glendale
5850 W. Glendale Avenue
Glendale, Arizona 85301
and
City Attorney
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City of Glendale
5850 W. Glendale Avenue
Glendale, Arizona 85301,.
Owner: BYPG HOLDINGS, LLC
14747 N. Northsight Blvd:, Suite 111-431
Scottsdale, AZ 85260.
With a copy
VanTrust Real Estate
2525 E. Camelback Road, Suite 880.;
Plioenix,AZ 85016
Attn: .Alexander(Sandy) Broadfoot
Executive Vice Preside
nt, Legal
Escrow Agent:. First American Title Insurance Company
2425 E. Camelback Road
Su
ite 300.: : . . .
• Phoenix; Arizona 85016
Attn: Alix Graham
Phone: (602) 567-8141 . .
Email: agraham@firstam.com
13. . DOCUMENTATION.
This Agreement,including Exhibits 1.through..9;which are incorporated herein by this reference,
constitutes the entire agreement between the parties pertaining to the subject matter contained
herein. Each party- also.: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:
14. TIME PERIODS.
Except as expressly provided for herein, the time for performance of any:obligation.or taking any
action under this Agreement shall be deemed to expire at 5:00 p.m. (Phoenix.time).on the date for
performance. If the time for the performance of any obligation or taking any action under this
Agreement expires on a Saturday, Sunday or legal holiday generally recognized.in the State of
Arizona, the time for performance or taking_such action shall be extended to the next succeeding
day which is not a Saturday, Sunday or legal holiday.. . . • ;
• 15. : ':AMENDMENTS.
This Agreement constitutes the entire agreement of the parties and supersedes any negotiations,
discussions, undertakings, correspondence or informal agreements'of the parties. All.prior and
contemporaneous agreements, representations and understandings of the parties, oral or written,
are superseded by and merged in this Agreement: This Agreement, or:any;provision hereof, or
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any covenant, condition or restriction contained herein,may be terminated,extended,modified or
amended only with the written consent of: (a)the City (and approved by the City Council, if
necessary);:and (b) the then-owner in fee simple title of the portion of the Retained Property and
Future Lift Station Site to which such termination, extension,modification or amendment relates,excluding any holder of a mortgage.or deed of trust and other persons or entities who hold such
title merely as security. If fee simple title is vested of record in a trustee under a deed of trust
pursuant to A.R.S. §33-801 et seq., the trustor shall be deemed to be the fee owner thereof The •
fee owner also shall include any person or entity who holds record title to any:portion of such
property in joint ownership with anyy other person or entity,or holds an undivided fee interest in
any portion of such property. The foregoing shall not require the consent of any Person to any :
automatic expiration or termination of this Agreement according to its terms.Upon request by the
other party, Owner and City shall reasonably cooperate to execute and record any documents
necessary to evidence the partial or complete termination of this Agreement. .
16. INTERPRETATION.
: Both parties have been represented by counsel in negotiating and approving this Agreement. This
Agreement shall be interpreted, applied and enforced according to the fair meaning of its terms,
and shall not be construed in favor of,or against,either party,regardless of which party may have
drafted or proposed any of its provisions or terms.
• 17. COVENANTS RUN WITH THE LAND:
At Closing,the parties will execute and record the Notice of Agreement.which,.together with this•
Agreement, shall run with the land and shall be binding upon the successors and assigns of the
parties hereto:
18. ORIGINALS..
This Agreement is:executed in triplicate and each executed copy shall be.considered an.original.
[Signatures appear on following .
PP
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SIGNATURE PAGE TO REAL PROPERTY TRANSFER AGREEMENT
CITY OF GLENDALE,
an Arizona municipal corporation.
ef. .� .
By K vin`R. Phelps
Its: City Manager
ATTEST:
Jul' K. Bower.
City Cleric
APPROVED AS TO FORM:
Mic ael D::Baile
Ci y Attorney
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SIGNATURE PAGE TO REAL PROPERTY TRANSFER AGREEMENT
BYPG HOLDINGS, LLC, an Arizona
limited liability company
By: 7575 Development,Inc.,
an Arizona corporation
Its: Manager
By:
Name:
Title:
QB\165381.00015\64125506.11
SIGNATURE PAGE.TO REAL PROPERTY TRANSFER AGREEMENT
BYPG:HOLDINGS,LLC, an Arizona
limited liability company
By: 7575 Development,Inc.,
an Arizona corporation
Its: Manager
By:
Name: ,3'<.n is i r A g un3 rti�
Title: ft s-i 4"
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EXHIBIT 1
Legal Description of 99th Avenue Strip
(see attached)
QB\165381.00015\64125506.6
EXHIBIT 1
Legal Description of 99th Avenue Strip
(see attached)
QB\165381.00015\64125506.6
EXHIBIT 1
"99TH AVENUE STRIP"
LEGAL DESCRIPTION
THAT PART OF PARCEL NO. 2 AS DESCRIBED IN DEED#2020-0605954, MARICOPA COUNTY RECORDS,
BEING SITUATED WITHIN THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 2 NORTH, RANGE 1
EAST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 8;
THENCE S00°48'31"E,ALONG THE EAST LINE OF SAID SECTION 8,A DISTANCE OF 338.63 FEET;
THENCE, DEPARTING FROM SAID EAST LINE, N89°19'03'W A DISTANCE OF 40.01 FEET TO A POINT ON
THE SOUTH LINE OF SAID PARCEL NO. 2, ALSO BEING THE POINT OF BEGINNING OF THE HEREIN
DESCRIBED PART;
THENCE CONTINUING ALONG SAID SOUTH LINE, N89°19'03"W A DISTANCE OF 25.01 FEET TO A POINT
ON ALINE BEING PARALLEL WITH AND 65 FEET PERPENDICULAR TO SAID EAST LINE OF SECTION 8;
THENCE N00`48'31"W,ALONG SAID PARALLEL LINE,A DISTANCE OF 300.15 FEET:
THENCE, DEPARTING FROM SAID PARALLEL LINE, N45°43'50"W A DISTANCE OF 52.40 FEET TO A POINT
ON THE EAST-WEST MID-SECTION LINE OF SAID SECTION 8;
THENCE N89°20'50"E, ALONG SAID EAST—WEST MID—SECTION LINE,A DISTANCE OF 62.00 FEET TO A
POINT ON A LINE BEING PARALLEL WITH AND 40 FEET PERPENDICULAR TO SAID EAST LINE OF
SECTION 8:
THENCE S00°48'31"E, ALONG SAID PARALLEL LINE, A DISTANCE OF 337.73 FEET TO THE POINT OF
BEGINNING.
CONTAINING 0.21 ACRES,+/-
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PAGE 1 OF 2
QB1165381.00015\64125506.6
I
EXHIBIT 1
"99TH AVENUE STRIP"
BALLPARK BLVD
_ . _ _.\._. _ . . ____. , . _ . 1.6
EAST-WEST MID-SECTION LINE, Kr E4 COR.SEC.8
SECTION 8 T2N,R1E
Parcel Line Table N
Line# Direction Length
o,
L1 SO°48'31"E 338.63 1"=40' a`
F ,
L2 N89° 19'03"W 40.01 w ;
:�
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L4 NO°48'31"W 300.15 <i- EAST LINE
z el
o SECTION 8
LS N45°43'50"W 52.40 i •
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L7 S0 48'.1"E 337.73
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DEED#2020-0605954,M.C.R.
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PAGE 2 OF 2
QB\165381.000I 5\64125506.6
•
EXHIBIT 2
Legal Description of New Canal Parcel
(see attached)
•
QB\165381.00015164125506.6
EXHIBIT 2
"NEW CANAL PARCEL"
LEGAL DESCRIPTION
THAT PART OF PARCEL NO. 2 AS DESCRIBED IN DEED#2020-0605954, MARICOPA COUNTY RECORDS,
BEING SITUATED,WITHIN THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 2 NORTH, RANGE 1
EAST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 8;
THENCE S89°20'50"W,ALONG THE EAST-WEST MID-SECTION LINE OF SAID SECTION 8.A DISTANCE OF
102.00 FEET TO THE POINT OF BEGINNING;
THENCE S45°43'50"E A DISTANCE OF 15.58 FEET TO.A POINT ON A LINE BEING PARALLEL WITH,AND 11
FEET PERPENDICULAR TO,SAID EAST-WEST MID-SECTION LINE;
THENCE S89°20'50"W,ALONG SAID PARALLEL LINE. A DISTANCE OF 1851.44 FEET;
THENCE, DEPARTING FROM SAID PARALLEL LINE,S76°53'35"W A DISTANCE OF 60.28 FEET TO A POINT
ON A LINE BEING PARALLEL WITH, AND 24 FEET PERPENDICULAR TO, SAID EAST-WEST MID-SECTION
LINE;
THENCE S89°20'50"W,ALONG SAID PARALLEL LINE,A DISTANCE OF 603.42 FEET;
THENCE, DEPARTING FROM SAID PARALLEL LINE, S44°36'02"W A DISTANCE OF 60.95 FEET TO A POINT
ON A LINE BEING PARALLEL WITH,AND 24 FEET PERPENDICULAR TO,THE NORTH-SOUTH MID-SECTION
LINE OF SAID SECTION 8;
THENCE SO°08'46"E, ALONG SAID PARALLEL LINE, A DISTANCE OF 207.88 FEET TO A POINT ON THE
NORTHEASTERLY LINE OF THE GRAND CANAL DRAIN:
THENCE,ALONG SAID NORTHEASTERLY LINE, N54404'51"W A DISTANCE OF 29.69 FEET TO A POINT ON
SAID NORTH-SOUTH MID-SECTION LINE;
THENCE NO°08'46"W,ALONG SAID NORTH-SOUTH MID-SECTION LINE,A DISTANCE OF 200.28 FEET;
THENCE, DEPARTING FROM SAID NORTH-SOUTH MID-SECTION LINE, N44°36'02"E A DISTANCE OF 80.71
FEET TO A POINT ON SAID EAST-WEST MID-SECTION LINE;
THENCE N89°20'50"E, ALONG SAID EAST-WEST MID-SECTION LINE, A DISTANCE OF 2512.57 FEET TO
THE POINT OF BEGINNING.
CONTAINING 0.976'ACRES,+1-
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Q13\165381.00015\64125506.6
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PAGE 2 OF 2
QB\165381.00015\64125506.6
EXHIBIT 3
Legal Description of Future Lift Station Site
(see attached)
QB\165381.00015\64125506.6
EXHIBIT 3
"FUTURE LIFT STATION SITE"
LEGAL DESCRIPTION
ALL OF PARCEL NO. 1 TOGETHER WITH A PORTION OF PARCEL NO, 2 AS DESCRIBED IN DEED
#2020-0605954,MARICOPA COUNTY RECORDS,BEING SITUATED WITHIN THE SOUTHEAST QUARTER OF
SECTION 8, TOWNSHIP 2 NORTH,RANGE 1 EAST OF THE GILA AND SALT RIVER MERIDIAN,MARICOPA
COUNTY,ARIZONA,PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION 8;
THENCE N89°20'50"E,ALONG THE EAST-WEST MID-SECTION LINE OF SAID SECTION 8,A DISTANCE OF
56.82 FEET;
THENCE, DEPARTING FROM SAID LINE, S44°36'02"W A DISTANCE OF 80.71 FEET TO A POINT ON THE
NORTH-SOUTH MID-SECTION LINE OF SAID SECTION 8;
THENCE S00°08'46"E,ALONG SAID NORTH-SOUTH MID-SECTION LINE,A DISTANCE OF 219.50 FEET;
THENCE, DEPARTING FROM SAID LINE, N89°18'57"W A DISTANCE OF 23,89 FEET TO A POINT ON THE
NORTHEASTERLY LINE OF THE GRAND CANAL DRAIN;
THENCE N54°29'34"W,ALONG SAID NORTHEASTERLY LINE,A DISTANCE OF 467,65 FEET TO A POINT ON
THE EAST-WEST MID-SECTION LINE OF SAID SECTION 8;
THENCE N89°22'21"E,ALONG SAID EAST-WEST MID-SECTION LINE,A DISTANCE OF 403.90 FEET TO THE
POINT OF BEGINNING.
CONTAINING 1.39 ACRES,+1-
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� 49097 9
' R. REECE
HENRY to
ONA us'�
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PAGE1OF2
QB\165381.00015\64125506.6
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SECTION 8 POINT OF CENTER.SEC.t3' QEGINNING -� T?N;RI — cm_ W
L6 Ll co
PORTION OF PARCEL 2 / 1'� EAST-WEST 7 n'
DEED#2020-0605954,M.C.R. MID-SECTION LINE
SECTION 8
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EXHIBIT 4
Map showing 99th Avenue Strip, the New Canal Parcel and the Future Lift Station Site
(see attached)
QB\165381.00015\64125506.6
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.\f`,' 1�-\ 1111
jl
,\ NEW CANAL PARCEL E i COR.SEC.s I
CENTER SEC.8: I - _ -_ _ -_ _ --T2N,R1E
T2N,RIE -- -----
BALLPARK BLVD
,ffa.f.ali.:::: ,w.-.1,..ii...:..,-,—• •
IIr7�III
IF.. �' 99TH AVENUE STRIP � i
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FUTURE \ I "
LU LIFT STATION SITE
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1"=200' I 1/Pg0NA V54'.
WITHIN SECTION VIEW Ivi
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EXHIBIT 5
Form of Special Warranty Deed
When Recorded Return To:
City of Glendale
ATTN: City Clerk
5850 W. Glendale Avenue
Glendale, AZ 85301
Exempt per A.R.S. 11-1134 A3
SPECIAL WARRANTY DEED
For Ten Dollars ($10.00) and other good and valuable consideration received, BYPG
HOLDINGS, LLC, an Arizona limited liability company ("Grantor"), does hereby grant and
convey to City of Glendale, an Arizona municipal corporation ("Grantee"), that real property
situated in Maricopa County,Arizona, and legally described in the attached EXHIBITS 1, 2 and
3,which are hereby incorporated herein by this reference(the"Property"),together with all rights,
privileges and easements appurtenant thereto.
{
SUBJECT TO: current real property taxes and other assessments;patent reservations; any
matters which would be shown or discovered by a survey or inspection of the Property; and all
easements, rights of way, covenants, conditions, restrictions and other matters as may appear of
record; and any other laws, ordinances or governmental regulations restricting or regulating the
use,occupancy or enjoyment of the Property.
Notwithstanding any warranty which may otherwise be implied from the use of any word,
phrase or clause herein, Grantor warrants title to the Property, subject to the matters referred to
above,only against its own acts,but not the acts of any others.
}
EXECUTED as of the day of January 2021.
[Signature page follows.]
QB\165381.00015\64125506.11
GRANTOR:
BYPG HOLDINGS,LLC, an Arizona
limited liability company
By: 7575 Development, Inc.,
an Arizona corporation
Its: Manager
By:
Name:
Title:
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this day of January, 2021,by
, who acknowledged being the of 7575
DEVELOPMENT, INC. an Arizona corporation, Manager of BYPG HOLDINGS, LLC, an
Arizona limited liability company, and who acknowledged executing the foregoing instrument on
behalf of the foregoing entity,being duly authorized to do so, for the purposes therein contained.
Notary Seal/Stamp Notary Public
QB\165381.00015\64125506.11
EXHIBIT 6
BOR Relocation Procedures
(see attached)
Page 31 of 42
Q13\165381.00015\64125506.6
USA IRRIGATION FACILITY RELOCATION PROCEDURE
DEVELOPER/MUNICIPALITY OUTLINE
Pre-Design Meeting-Engineering Service Contract,Design plan discussion and Land issues are addressed.
Please follow instructions set forth in Requirement Letter:
O Send copies of SRP and BOR checks to SRP Land Agent,
" Send check to SRP accounting address as shown on invoice.
's Complete and return Reimbursement Agreement along with cover letter.
i Send check to the BOR and Include necessary information.
o Provide legal descriptions and exhibits for the USA Proposed and Existing Areas—Please direct
surveyor to refer to"Guidelines for Surveyors"Handout. The BOR requires originals.
s Have properties staked with pins&whiskers every 100'and contact SRP Land Agent to confirm
staking.Existing and Proposed USA lands should be staked in different colors. SRP Land Agent will
schedule field inspection with BOR,Archives,Environmental dept.and Consultant.
® Order legal descriptions and exhibits for SRP easements for tie-in areas,if necessary. You will be
responsible to acquire the tie-in easements.
a Environmental assessment begins at field inspection-anticipate approximately 6 weeks
for completion.Environmental Assessments are valid for 180 days.A new report will cost$2,000.00.
Property must have clean assessment or clean-up will be required,
• Monitoring plan or testing may be required in archeological sites or if artifacts are found during
inspection period.
o Order title reports-Please direct title officer to refer to"Guidelines for Title Company"Handout.
G DO NOT RECORD PLAT before transfer of title from Developer/Municipality to USA.The BOR will not
accept property subject to the recorded plat and/or the CCR's.
a Preliminary design plans will be completed approximately 90 days after Pre-Design Meeting subject to
Land Rights determination.Design plans will be reviewed to verify that pipe alignment lies within legal
description.If plans show pipeline outside of proposed legal description or within the minimum of 4
feet from edge of property boundary to edge of pipe,new design plans or revisions to legal
descriptions and title reports will be required.(Developer/Municipality to facilitate legal description
USA EX! BIT D-!EVE1OPER rv1UNiCIPALITY OUfJNE; 12/9/19
Page 32 of 42
QB\165381.00015\64125506.6
and title report revisions)
o A license will be required for any improvements within USA fee properties. This license will be Issued
to the appropriate municipality. SRP Land Agent will prepare the license. The developer will be
responsible to contact the City for any required fees,legal descriptions,and approval. This license
must be executed prior to construction authorization.
O All improvements within USA lands(fee or easement)will require a construction license
from SRP Water Engineering department. Please submit all plans through the Initial Plan Review
portal.
• After SRP Land Agent receives acceptable title reports,legal descriptions and environmental
assessment,Land Agent will send package to the BOR.
a NO GRADING OR DISTURBANCE OF SOIL WILL BE PERMITTED until SRP
releases the Job for construction after written notification from the BOR.
a The Bureau may request additional revisions for title work and/or legal descriptions
(Developer/Municipality to assist in expediting)
O The Bureau sends paperwork to Field Solicitor for Preliminary Title Opinion.Anticipate
8—12 weeks for the Bureau to process
o The Bureau prepares the"Contract and Grant of Easement"for easements or"General Warranty
Deed"for fee property and sends to SRP Land Agent.SRP Land Agent will forward original
documents to the developer/municipality for signature.The developer/municipality will forward
the executed document to SRP Land Agent,who will send directly to the title company for
recordation and issuance of title policy.All original documents should be mailed to SRP Land
Agent after recordation.
® SRP Land Agent receives title policy and recorded General Warranty Deed or Contract and Grant
of Easement. Land Agent reviews for accuracy and forwards originals to the BOR.
a SRP Land Agent will receive letter of authorization from the BOR to begin construction and will
forward authorization to SRP Project Manager.
o SRP Project Manager will contact Developer to give authorization to begin construction and
schedule construction meeting
9 Developer may begin construction.After construction is complete and approved by SRP,the BOR
will execute a"Quit Claim Deed"to convey property to developer.SRP Land Agent will record
document and send original to Developer/Municipality
USAF•,=il+tr13 .i•u„ €.;..1+'s,i'[
1i
Page 33 of 42
QB\165381.00015\64125506.6
4
EXHIBIT 7
Map Showing Location of Sleeves
Pagc 34 of 42
QI3\165381.00015\64125506.6
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PS=PROPOSED SLEEVE
PE=PROPOSED EXTENSION
ALL PROPOSED'SLEEVES.WILL BE.FOR 8"
WATER•&SEWER LINES.THOSE AT 103RD
AVENUE ALIGNMENT ARE. PROPOSED
EXTENSIONS OF THE EXISTING SEWER
AND WATER(LABELED HEREON)
•
Page 35 of 42
QB\165381.00015\64125506.6
EXHIBIT 8
Ballpark Boulevard Improvements
The Ballpark Boulevard Improvements are depicted on the attached drawing. This work will complete roadway improvements along the southern half
of Ballpark Boulevard west of 99th Avenue, and intersection and traffic control improvements in the southwest quadrant of the Ballpark Boulevard and
99th Avenue intersection. Included in the Ballpark Boulevard Improvements are the following:
• Engineering and permitting;
• Earthwork and grading;
• Approximately 500 feet of roadway improvements along the southern half of Ballpark Boulevard west of 99th Avenue;
• Curb returns and ADA Ramps at the southwest quadrant of the Ballpark Boulevard and 99th Avenue intersection;
• Necessary asphalt tapers to tie into existing pavement;
• Traffic Signal modifications at the southwest quadrant of the Ballpark Boulevard and 99th Avenue intersection;
• Striping and signage improvements.
[drawing appears on following page]
Page 36 of 42
QB\1653 81.00015\64125506.6
EXIIIBIT 8
Ballpark Boulevard Improvements
The Ballpark Boulevard.Improvements are depicted on the attached drawing. This work will complete roadway improvements along the southern half
of Ballpark Boulevard west of 99th Avenue,and intersection and traffic control improvements in the southwest quadrant of the Ballpark Boulevard and
99th Avenue intersection.Included in the Ballpark Boulevard Improvements are the following:
• Engineering and permitting;
• Earthwork and grading;
• Approximately 500 feet of roadway improvements along the southern half of Ballpark Boulevard west of 99th Avenue;
• Curb returns and ADA Ramps at the southwest quadrant of the Ballpark Boulevard and 99th Avenue intersection;
• Necessary asphalt tapers to tie into existing pavement;
• Traffic Signal modifications at the southwest quadrant of the Ballpark Boulevard and 99th Avenue intersection;
• Striping and signage improvements.
[drawing appears on following page]
Page 36 of 42
QBI165381.00015164125506.6
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Page 37 of 42
Q3\165381.00015164125506.6
EXHIBIT 9
Notice of Agreement and Use Restrictions
(see attached)
Page 38 of 42
QH\165381.00015\64125506.6
When recorded,return to:
City of Glendale
ATTN: City Clerk
5850 W. Glendale Avenue
Glendale, AZ 85301
NOTICE OF AGREEMENT AND USE RESTRICTIONS
This Notice of Agreement and Use Restrictions ("Notice"), effective as of the
_ day of January, 2021 ("Effective Date"), is made by and between BYPG
HOLDINGS, LLC, an Arizona limited liability company ("Owner"), and City of
GLENDALE, an Arizona municipal corporation("City").
A. Owner owns that real property legally described on Exhibit A attached
hereto(the"Retained Property").
B. Owner and City are parties to that certain Real Property Transfer
Agreement dated as of January —, 2021 (the "Agreement"). Pursuant to the
Agreement, concurrently herewith, Owner has conveyed to City (i)certain real property
immediately adjacent to the Retained Property and described therein as the "99th Avenue
Strip"; (ii) certain real property immediately adjacent to the Retained Property and
described therein as the "New Canal Parcel"; and (iii) certain real property legally
described on Exhibit B attached hereto (the "Future Lift Station Site").
C. The Agreement contains other covenants by Owner and City relating to
the Retained Property and the Future Lift Station site. Owner and City are entering into
this Declaration to give notice of the Agreement, and to set forth certain use restrictions
relating to the Future Lift Station Site.
D. City and Owner hereby give actual and constructive notice to all persons
dealing with the Retained Property and the Future Lift Station Site of the existence of the
Agreement, and notice that the rights and obligations of City and Owner are subject to all
of the terms and conditions of the Agreement, reference to which should be made for a
complete statement of such rights and obligations. Either City or Owner should be
consulted with respect to further information or questions regarding the terms and
conditions of the Agreement.
E. Among other provisions, the Agreement provides that the Future Lift
Station Site shall be used only for purposes of a sanitary sewer lift station and associated
1
QB\165381.00015\64213794.6
facilities and improvements and for no other purposes, except in the event that any
portion of the Future Lift Station Site is conveyed from City to Owner, in which event
this Notice and the Agreement shall terminate automatically as to the portion of the
Future Lift Station conveyed from City to Owner.
F. The agreements, covenants, conditions, restrictions, limitations, benefits
and burdens contained in the Agreement shall run with the land as to the Retained
Property and the Future Lift Station Site and will be binding upon and inure to the benefit
of City, Owner,and their respective successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY BLANK—
SIGNATURES FOLLOW ON NEXT PAGES]
•
QB\1653 81.00 015/64213 794.E
IN WITNESS WHEREOF, City and Owner have executed this Notice of
Agreement and Use Restrictions as of the date first set forth above.
CITY:
CITY OF GLENDALE,
an Arizona municipal corporation
J,
By: K vin R. Phelps
Its: City Manager
ATTEST:
J i K. Bower
City Clerk
APPROVED AS TO FORM:
�.Mic 1 D. Bailey /
4
City Attorney
STATE OF ARIZONA )
) ss.
County of Maricopa )
I
i
1
Thq foregoing Declaration dated January ( ( , 2021, was acknowledged before !
me this (( day of January, 2021, by Kevin R. Phelps, the City Manager of the City of 1
GLENDALE, an Arizona municipal corporation, on behalf of said entity. !
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
I
� � HD EAi STOeRAE
Not Publ. i
cuMARICOPACOUNTYA Commission ft 563255 P
nc�
Expires May 31,2023 -
[SEAL]
1
3
QB\165381.00015164213794.6 I
1
SIGNATURE PAGE TO NOTICE OF AGREEMENT AND USE RESTRICTIONS
OWNER:
BYPG HOLDINGS, LLC, an Arizona
limited liability company
By: 7575 Development, Inc.,
an Arizona corporation
Its: Manager
By:
Name:
Title:
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this day of January,
2021, by , who acknowledged being the of
7575 DEVELOPMENT, INC. an Arizona corporation, Manager of BYPG HOLDINGS,
LLC, an Arizona limited liability company, and who acknowledged executing the
foregoing instrument on behalf of the foregoing entity,being duly authorized to do so, for
the purposes therein contained.
Notary Seal/Stamp Notary Public
4
QB\165381.0 0 0 1 516 42]3794.6
m Frr First American Title Insurance Company
si •
,, National Commercial Services
2425 E. Camelback Road, Suite 300•Phoenix,AZ 85016
•
Office Phone:(602)567-8100 Office Fax:(602)567-8101.
Final Settlement Statement I hereby certify that this is a true.
and correct copy of the original..
File No: NCS-1043878-PHX1 FIRST AM Ic COMPANY
Escrow Officer:. Alix Graham/HT
Settlement Date: 01/25/2021 BY
Disbursement Date: 01/25/2021
Property:
Ballpark Boulevard Extension, 99th Avenue, AZ
Buyer:
City of Glendale
5850 W. Glendale Avenue, Glendale,AZ 85301
Seller: ..
BYPG Holdings, LLC
4900.Main Street, Suite 400, Kansas City, MO 64112
'Buyer Charge . Buyer Credit Description Seller Charge Seller Credit
Deposits In Escrow..
6,238.00 Receipt No.771132142 on 01/25/2021. by City of Glendale
Title/Escrow Charges
500.00 Closing-Escrow Fee to First American Title Insurance
Company National Commercial Services
5,678.00 Policy-Extended ALTA 2006 Owner's to First American Title
Insurance Company National Commercial.Services
60.00 Recording Fees
Cash( From)( To)Buyer
Cash( To)( From)Seller
6,238.00 6,238.00 Totals
Settlement Statement Page 1 of 1
Print Date: 01/26/2021,6:12 AM
Estimated Settlement Statement
Settlement Date: File No: NCS-1043878-PHX1
Officer: Alix Graham/AG
BUYER(S):
ATTESip r j�
City of Glendale, an Arizona municipal yf ✓
corporation .',- I Clerk
By:
Name: ►" DS
Title: s s i 'A'a .C i nab e r-
proved as to f t1'fl
SELLER(S): Th
BYPG Holdings, LLC, an Arizona limited EIy
liability company
By: 7575 Development, Inc., an Arizona
corporation, Manager
By:
Name. „Tz✓1ni-rcr A. vA5 rad2
Title: GOO vu Pt 'sid_ i-j-
OFFICIAL RECORDS OF
Recording Requested by: MARICOPA COUNTY RECORDER
STEPHEN RICHER
First American Title Insurance Company 20210097567 01/28/2021 09:33
National Commercial Services ELECTRONIC RECORDING
When recorded mail to: 1611849806008-14-2-2--
City of Glendale yorkm
Attn: City Clerk
5850 W. Glendale Avenue
Glendale,AZ 85301
Escrow No.NCS 1043878
CAPTION HEADING: NOTICE OF AGREEMENT AND USE RESTRICTIONS
This document is being re-recorded for the sole purpose of adding map exhibits to the Exception Parcels described in
Exhibit A,and a map exhibit to the parcel described in Exhibit B.
OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
STEPHEN RICHER
20210084439 01/25/2021 04:36
ELECTRONIC RECORDING
When recorded,return to:
1611616141225-9-2-2--
perezn
City of Glendale
ATTN: City Clerk
5850 W. Glendale Avenue
Glendale,AZ 85301
FIRST AMERICAN TITLE
NOTICE OF AGREEMENT AND USE RESTRICTIONS
This Notice of Agreement and Use Restrictions ("Notice"), effective as of the
Z'j day of January, 2021 ("Effective Date"), is made by and between BYPG
HOLDINGS, LLC, an Arizona limited liability company ("Owner"), and City of
GLENDALE, an Arizona municipal corporation ("City").
A. Owner owns that real property legally described on Exhibit A attached
hereto (the"Retained Property").
B. Owner and City are parties to that certain Real Property Transfer
Agreement dated as of January 2C , 2021 (the "Agreement"). Pursuant to the
Agreement, concurrently herewith, Owner has conveyed to City (i) certain real property
immediately adjacent to the Retained Property and described therein as the "99th Avenue
Strip"; (ii) certain real property immediately adjacent to the Retained Property and
described therein as the "New Canal Parcel"; and (iii) certain real property legally
described on Exhibit B attached hereto (the "Future Lift Station Site").
C. The Agreement contains other covenants by Owner and City relating to
the Retained Property and the Future Lift Station site. Owner and City are entering into
this Declaration to give notice of the Agreement, and to set forth certain use restrictions
relating to the Future Lift Station Site.
D. City and Owner hereby give actual and constructive notice to all persons
dealing with the Retained Property and the Future Lift Station Site of the existence of the
Agreement, and notice that the rights and obligations of City and Owner are subject to all
of the terms and conditions of the Agreement, reference to which should be made for a
complete statement of such rights and obligations. Either City or Owner should be
consulted with respect to further information or questions regarding the terms and
conditions of the Agreement.
E. Among other provisions, the Agreement provides that the Future Lift
Station Site shall be used only for purposes of a sanitary sewer lift station and associated
QB\165381.00015\64213794.6
facilities and improvements and for no other purposes, except in the event that any
portion of the Future Lift Station Site is conveyed from City to Owner, in which event
this Notice and the Agreement shall terminate automatically as to the portion of the
Future Lift Station conveyed from City to Owner.
F. The agreements, covenants, conditions, restrictions, limitations, benefits
and burdens contained in the Agreement shall run with the land as to the Retained
Property and the Future Lift Station Site and will be binding upon and inure to the benefit
of City, Owner, and their respective successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY BLANK—
SIGNATURES FOLLOW ON NEXT PAGES]
2
QB\1653 81.00015\64213794.6
IN WITNESS WHEREOF, City and Owner have executed this Notice of
Agreement and Use Restrictions as of the date first set forth above.
CITY:
CITY OF GLENDALE,
an Arizona municipal corporation
.i.ni 21;4
By: Kevin R. Phelps
Its: City Manager
,,,;;: ,:;:',,,ATTEST:.,,,
J e:I Bower
. City;Clerk
.•APPROVED AS TO FORM:
.t.•\ ZD771
MiciVel D. Bailey /
City Attorney
STATE OF ARIZONA )
) ss.
County of Maricopa )
TIlq foregoing Declaration dated January ( t , 2021, was acknowledged before
me this (( day of January, 2021, by Kevin R. Phelps, the City Manager of the City of
GLENDALE, an Arizona municipal corporation, on behalf of said entity.
IN WITNESS WHEREOF, I hereunto set my hand and-of cial seal.
Q DEANNE TORRES Not PubF
^�;�� Notary Publie•State otArizone
MARICOPA COUNTY
Commission*563255
el Expires May 31,2023
[SEAL]
3
QB\1653 81.00015\64213 794.6
SIGNATURE PAGE TO NOTICE OF AGREEMENT AND USE RESTRICTIONS
OWNER:
BYPG HOLDINGS, LLC, an Arizona
limited liability company
By: 7575 Development, Inc.,
an Arizona corporation
Its: Manager
By:
Name:
Title:
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this day of January,
2021, by , who acknowledged being the of
7575 DEVELOPMENT, INC. an Arizona corporation, Manager of BYPG HOLDINGS,
LLC, an Arizona limited liability company, and who acknowledged executing the
foregoing instrument on behalf of the foregoing entity,being duly authorized to do so, for
the purposes therein contained.
Notary Seal/Stamp Notary Public
4
QB\1653 81.00015\64213794.6
SIGNATURE PAGE TO NOTICE OF AGREEMENT AND USE RESTRICTIONS
OWNER:
BYPG HOLDINGS, LLC, an Arizona
limited liability company
By: 7575 Development, Inc.,
an Arizona corporation
Its: Manager
By:
Name:
Title:
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this I U day of January,
2021, by Michael Pic,J .eeo , who acknowledged being the `l lG- erM4t413- of
7575 DEVELOPMENT, INC. an Arizona corporation, Manager of BYPG HOLDINGS,
LLC, an Arizona limited liability company, and who acknowledged executing the
foregoing instrument on behalf of the foregoing entity, being duly authorized to do so, for
the purposes therein contained.
1-fit AMBER SMITH
Notary Public-Arizona
Maricopa County
,sue Expires 07/31/2021
Notary Seal/Stamp otary Public
4
QB\165381.00015\64213794.6
Exhibit A
PARCEL NO. 1:
THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 8, TOWNSHIP 2
NORTH, RANGE 1 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN,
MARICOPA COUNTY,ARIZONA,DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION 8;
THENCE ALONG THE NORTH-SOUTH MIDSECTION LINE SOUTH 00° 08' 24" EAST,
276.32 FEET;
THENCE NORTH 89° 19' 03" WEST,23.78 FEET TO A POINT ON THE NORTHEASTERLY
RIGHT OF WAY LINE OF THE GRAND CANAL;
THENCE ALONG SAID LINE NORTH 54° 29' 40" WEST, 467.65 FEET TO A POINT ON
THE EAST-WEST MIDSECTION LINE OF SAID SECTION 8;
THENCE ALONG SAID MIDSECTION LINE NORTH 89° 22' 15" EAST, 403.83 FEET TO
THE POINT OF BEGINNING.
PARCEL NO. 2:
THAT PART OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF SECTION 8,
TOWNSHIP 2 NORTH, RANGE 1 EAST OF THE GILA AND SALT RIVER BASE AND
MERIDIAN, MARICOPA COUNTY,ARIZONA,DESCRIBED AS FOLLOWS:
BEGINNING AT THE EAST QUARTER CORNER OF SAID SECTION 8;
THENCE SOUTH 00° 48' 04" EAST, ALONG THE EAST LINE OF SAID SECTION 8 A
DISTANCE OF 338.63 FEET;
THENCE SOUTH 89° 19' 03" WEST 33.01 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 89° 19' 03" WEST 2615.47 FEET;
THENCE NORTH 54° 04' 51" WEST 33.43 FEET TO A POINT ON THE NORTH-SOUTH
MIDSECTION LINE OF SAID SECTION 8;
THENCE ALONG SAID MIDSECTION LINE NORTH 00° 08' 24" WEST 257.04 FEET TO
THE CENTER OF SAID SECTION 8;
THENCE ALONG THE EAST-WEST MIDSECTION LINE OF SECTION 8 NORTH 89° 20'
50" EAST, 2638.43 FEET TO A POINT ON A LINE 33.00 FEET WEST OF AND PARALLEL
WITH THE EAST LINE OF SECTION 8;
THENCE ALONG SAID LINE SOUTH 00° 48' 04" EAST, 337.89 FEET TO THE TRUE
POINT OF BEGINNING;
5
QB\1653 81.00015\64213 794.6
EXCEPT THAT PORTION THEREOF CONVEYED TO ROOSEVELT IRRIGATION
DISTRICT BY DOCUMENT RECORDED AS BOOK 218 OF DEEDS,PAGE 93;AND
EXCEPT THAT PORTION THEREOF CONVEYED TO: ROOSEVELT IRRIGATION
DISTRICT BY DOCUMENT RECORDED AS BOOK 230 OF DEEDS,PAGE 363.
LESS AND EXCEPT THE FOLLOWING THREE (3) DES.CRIBED PARCELS OF LAND ' . .
CONVEYED TO THE CITY OF:GLENDALE:
PARCEL NO. 1:
:THAT PART OF.PARCEL NO. 2.AS DESCRIBED IN DEED #2020-0605954, MARICOPA
COUNTY RECORDS, BEING SITUATED WITHIN THE SOUTHEAST QUARTER OF
SECTION 8, TOWNSHIP 2 NORTH, RANGE 1 EAST OF THE.GILA AND SALT RIVER
• MERIDIAN, MARICOPA COUNTY; ARIZONA, PARTICULARLY DESCRIBED AS
• FOLLOWS:
.COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 8;
THENCE SOUTH 00° 48' 31" EAST, ALONG THE EAST LINE OF SAID SECTION 8, A
DISTANCE OF 338.63 FEET; .
THENCE, DEPARTING FROM SAID EAST LINE,NORTH 89° 19' 03" WEST,A DISTANCE
OF40.01 FEET TO A POINT•ON THE SOUTH LINE OF SAID PARCEL NO. 2, ALSO
BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PART;
...THENCE CONTINUING ALONG .SAID. SOUTH LINE, NORTH 89° 19' 03 WEST A
DISTANCE OF 25.01 FEET TO A POINT ON-A LINE BEING PARALLEL WITH AND.05.
FEET PERPENDICULAR TO SAID EAST LINE OF SECTION 8;
THENCE NORTH 00° 48' 31" WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF .
300.15 FEET;
THENCE, DEPARTING FROM SAID PARALLEL LINE, NORTH 45° 43' 50" WEST, A
- DISTANCE OF 52.40 FEET TO A POINT ON THE EAST-WEST MID-SECTION LINE OF
SAID-SECTION 8; .
THENCE NORTH 89° 20' 50" EAST, ALONG SAID EAST-WEST MID-SECTION LINE, A
DISTANCE OF 62.00 FEET TO A POINT ON A.LINE BEING PARALLEL WITH AND 40
FEET PERPENDICULAR TO.SAID EAST LINE OF..SECTION 8;
.THENCE SOUTH:00° 48' 31" EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF
337.73 FEET TO THE POINT OF BEGINNING.
6
QB\165381.00015\64213794.6
I
EXHIBIT 1 •
"99TH AVENUE STRIP"
- BALLPARK BLVD
._\_
•
•
EAST-WEST MID-SECTION LINE,\ E a COR.SEC.8
SECTION 8 T2N,R1E
Parcel Line Table N
Line# Direction Length
Ll SO°48'31"E 338.63 1"=40. +
L2 N89°19'03"W 40.01 co
L3 N89°19'03"W 25.01 ;1
L4 NO°48'31"W 300.15 d N EAST LINE
d W SECTION 8
L5 N45°43'50"W 52.40
L6 N89°20'50"E 62.00
L7 S0°48'31"E 337.73 N a a'"
PPRG.'"54,-. • •
(1�E)*2020 0 40'
RAN
A ef •
/ 49097 %
R. REECE
g HENRY41,4,, 65'
POINT OF
9 L2
ONA 05 ,.� BEGINNING
SOUTH LINE OF PARCEL 2 �ko'res 3/3•1I L"I
DEED#2020-0605954,M.C.R.
L3
PAGE 2OF2
7
Q131165381.00015\64213794.6
PARCEL NO.2(EXHIBIT 2):
THAT PART OF PARCEL NO. 2 AS DESCRIBED IN DEED #2020-0605954, MARICOPA
COUNTY RECORDS, BEING SITUATED WITHIN THE SOUTHEAST QUARTER OF
SECTION 8, TOWNSHIP 2 NORTH, RANGE 1 EAST OF THE GILA AND SALT RIVER
MERIDIAN, MARICOPA COUNTY, ARIZONA, PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 8;
THENCE SOUTH 89° 20' 50" WEST, ALONG THE EAST-WEST MID-SECTION LINE OF
SAID SECTION 8,A DISTANCE OF 102.00 FEET TO THE POINT OF BEGINNING;
THENCE SOUTH 45° 43' 50"EAST,A DISTANCE OF 15.58 FEET TO A POINT ON A LINE
BEING PARALLEL WITH, AND 11 FEET PERPENDICULAR TO, SAID EAST-WEST MID-
SECTION LINE;
THENCE SOUTH 89° 20' 50" WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF
1851.44 FEET;
THENCE, DEPARTING FROM SAID PARALLEL LINE, SOUTH 76° 53' 35" WEST A
DISTANCE OF 60.28 FEET TO A POINT ON A LINE BEING PARALLEL WITH, AND 24
FEET PERPENDICULAR TO, SAID EAST-WEST MID-SECTION LINE;
THENCE SOUTH 89° 20' 50" WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF
603.42 FEET;
THENCE, DEPARTING FROM SAID PARALLEL LINE, SOUTH 44° 36' 02" WEST A
DISTANCE OF 60.95 FEET TO A POINT ON A LINE BEING PARALLEL WITH, AND 24
FEET PERPENDICULAR TO, THE NORTH-SOUTH MID-SECTION LINE OF SAID
SECTION 8;
THENCE SOUTH 0° 08' 46" EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF
207.88 FEET TO A POINT ON THE NORTHEASTERLY LINE OF THE GRAND CANAL
DRAIN;
THENCE, ALONG SAID NORTHEASTERLY LINE, NORTH 54° 04' 51" WEST A
DISTANCE OF 29.69 FEET TO A POINT ON SAID NORTH-SOUTH MID-SECTION LINE;
THENCE NORTH 0° 08' 46" WEST, ALONG SAID NORTH-SOUTH MID-SECTION LINE,
A DISTANCE OF 200.28 FEET;
THENCE, DEPARTING FROM SAID NORTH-SOUTH MID-SECTION LINE, NORTH 44°
36' 02" EAST A DISTANCE OF 80.71 FEET TO A POINT ON SAID EAST-WEST MID-
SECTION LINE;
THENCE NORTH 89° 20' 50" EAST, ALONG SAID EAST-WEST MID-SECTION LINE, A
DISTANCE OF 2512.57 FEET TO THE POINT OF BEGINNING.
8
QB\165381.00015\64213794.6
co
n m z
EXHIBIT 2 2E-gK
wrnz9m?
1NEW CANAL PARCEL" _ii J
L9
/ N
`N Nn
�e t L7 N
INZ-zi
OY�, m
Imm IJ p
dIV Line# Direction Length w
Ll S89°20'50"W 102.00 —► a
L2 S45°43'50"E 15.58
L3 S89°20'50"W 1851.44 o' o
-\9 m D
IA S76°53'35"W 60.28 >9 -CO
1
L5 S89°20'50"W 603.42 O �'ro z m
L6 S44°36'02"W 60.95 0
O tml r o o
L7 SO°08'46"E 207.88 #
�cD O o m
L8 N54°04'51"W 29.69 r'o�p� r c 1
tn o
L9 NO°08'46"W 200.28 N I
L10 N44°36 02"E 80.71 r 0 m
L11 N89°20'500E 2512.57 La
r
490 W, 4 m
-11
0' Tt:"
y` Fij' O. a o
C 4< ZZ
td Eo/ R. REECE 73 r T
z
$e HENRY tio�
�9°
O ,454ned 1° "'1 `
mO 0Nq U Y
°'O�
m -' r1
-------------- 1 --- / I zZXSmm i
cn mw
99TH AVE
PAGE 2 OF 2
9
QB\165381.00015\64213794.6
PARCEL NO. 3 (EXHIBIT 3):
ALL OF PARCEL NO. 1 TOGETHER WITH A PORTION OF PARCEL NO. 2 AS
DESCRIBED IN DEED #2020-0605954, MARICOPA COUNTY RECORDS, BEING
SITUATED WITHIN THE SOUTHEAST QUARTER OF SECTION 8,TOWNSHIP 2 NORTH,
RANGE 1 EAST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY,
ARIZONA,PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION 8;
THENCE NORTH 89° 20' 50" EAST, ALONG THE EAST-WEST MID-SECTION LINE OF
SAID SECTION 8,A DISTANCE OF 56.82 FEET;
THENCE, DEPARTING FROM SAID LINE, SOUTH 44° 36' 02" WEST A DISTANCE OF
80.71 FEET TO A POINT ON THE NORTH-SOUTH MID-SECTION LINE OF SAID
SECTION 8;
THENCE SOUTH 00° 08' 46" EAST, ALONG SAID NORTH-SOUTH MID-SECTION LINE,
A DISTANCE OF 219.50 FEET;
THENCE, DEPARTING FROM SAID LINE, NORTH 89° 18' 57" WEST A DISTANCE OF
23.89 FEET TO A POINT ON THE NORTHEASTERLY LINE OF THE GRAND CANAL
DRAIN;
THENCE NORTH 54° 29' 34" WEST, .ALONG SAID NORTHEASTERLY LINE, A
DISTANCE OF 467.65 FEET TO A POINT ON THE EAST-WEST MID-SECTION LINE OF
SAID SECTION 8;
THENCE NORTH 89° 22' 21" EAST, ALONG SAID EAST-WEST MID-SECTION LINE, A
DISTANCE OF 403.90 FEET TO THE POINT OF BEGINNING.
10
QB\165381.00015\64213794.6
N
EAST-WEST MID-SECTION LINE, POINT OF CENTER SEC.8 p
SECTION 8 BEGINNING T2N,R1 E w
— W
— . . L6 /IL1 4
PORTION OF PARCEL 2/ 1'� EAST-WEST
DEED#2020-0605954,M.C.R. MID-SECTION LINE
SECTION 8
F,,/oaoc,,s i�
slN.9 pe, G
W 13 PARCEL 1 L2 0. R
W G' '�S DEED#2020-0605954,M.C.R. PP Gc.--- 54.
,06059
Z '� 2 0#�020
M O c,- 0 E
_ I- 1"=80'
, L.L. L4
/< J
W w
C
D Parcel Line Table
I—
D Line# Direction Length
LL NORTH-SOUTH
Ll N89°20'50"E 56.82 MID-SECTIONINE
EO.,AN•c,.,
y��fi �� ' �`�Lt�` L2 S44°36'02"W 80.71 • SECTION 8
c
R4REECE o z SO°08'46"E 219.50 C
o HENRY ,,, LA N89°18'57"W 23.89 '.114 rn
N
i cn
@S�•nod 1°l%1 L5 N54°29'34"W 467.65 I 9��' v
44)IONA U'' 1 d
expires 3/3\/ $ L6 N89°22'21"E 403.90 ��i r o
0
00
M
Vl
46
a
Exhibit B
ALL OF PARCEL NO. 1 TOGETHER WITH A PORTION OF PARCEL NO. 2 AS
DESCRIBED IN DEED #2020-0605954, MARICOPA COUNTY RECORDS, BEING
SITUATED WITHIN THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 2 NORTH,
RANGE 1 EAST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY,
ARIZONA,PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION 8;
THENCE NORTH 89° 20' 50" EAST, ALONG THE EAST-WEST MID-SECTION LINE OF
SAID SECTION 8,A DISTANCE OF 56.82 FEET;
THENCE, DEPARTING FROM SAID LINE, SOUTH 44° 36' 02" WEST A DISTANCE OF
80.71 FEET TO A POINT ON THE NORTH-SOUTH MID-SECTION LINE OF SAID
SECTION 8;
THENCE SOUTH 00° 08' 46" EAST, ALONG SAID NORTH-SOUTH MID-SECTION LINE,
A DISTANCE OF 219.50 FEET;
THENCE, DEPARTING FROM SAID LINE, NORTH 89° 18' 57" WEST A DISTANCE OF
23.89 FEET TO A POINT ON THE NORTHEASTERLY LINE OF THE GRAND CANAL
DRAIN;
THENCE NORTH 54° 29' 34" WEST, ALONG SAID NORTHEASTERLY LINE, A
DISTANCE OF 467.65 FEET TO A POINT ON THE EAST-WEST MID-SECTION LINE OF
SAID SECTION 8;
THENCE NORTH 89° 22' 21" EAST, ALONG SAID EAST-WEST MID-SECTION LINE, A
DISTANCE OF 403.90 FEET TO THE POINT OF BEGINNING.
12
QB\165381.00015\64213794.6
I N
EAST-WEST MID-SECTION LINE, POINT OF CENTER SEC. 8 p
SECTION 8 BEGINNING T2N, R1 E N
_ W
— L6 L 1 • • C�
y( ' EAST-WEST J Q
Q.
PORTION OF PARCEL 2 MID-SECTION LINE
DEED#2020-0605954, M.C.R. SECTION 8
Ofi
FS P�I0P xl-
1 39 PARCEL 1 2 G,R
Iw— is DEED#2020-0605954, M.C.R. gkG o595�'M
P o6
Z ed a p*20�0-
M O c> pE
H Q lto
m1(7) j
I1"=80'
LL
ON W J
L4
w •
D Parcel Line Table I
I—
DL Line# '
L Direction Length NORTH-SOUTH
ANC .� L1 N89°20'50"E 56.82 MID-SECTIONINE
�tp''�% ��� SECTION 8
, <<,, �' 7 L, L2 S44°36'02"W 80.71
49097 ' L3 SO°08'46"E 219.50 I G'�
R. REECE
°o HENRY L4 N89° 18'57"W 23.89 �dC.,
��j•ned 5 9,e
L5 N54°29'34"W 467.65
-1 2ONA U P. '\ �
�°'res 3/3A f1 __ L6 N89°22'21"E 403.90 j. .
Recording Requested by: OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
First American Title Insurance Company STEPHEN RICHER
National Commercial Services 20210097566 01/28/2021 09:33
ELECTRONIC RECORDING
When recorded mail to: 1611849806008-13-2-1--
City of Glendale
Attn: City Clerk yorkm
5850 W. Glendale Avenue
Glendale,AZ 85301
Escrow No.NCS 1043878
CAPTION HEADING: SPECIAL WARRANTY DEED
This document is being re-recorded for the sole purpose of replacing Exhibits 1,2 and 3 with the attached Exhibits 1,
2 and 3 immediately following the original Exhibits.
OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
STEPHEN RICHER
20210084438 01/25/2021 04:36
ELECTRONIC RECORDING
1611616141225-6-2-1--
perezn
FIRST A ERICAN TITLE
When Recorded Return To:
City of Glendale
ATTN: City Clerk
5850 W. Glendale Avenue
Glendale,AZ 85301
Exempt per A.R.S. 11-1134 A3
P,I CS A. 10U38-16^e'l-h6 SPECIAL WARRANTY DEED
For Ten Dollars ($10.00) and other good and valuable consideration received, BYPG
HOLDINGS, LLC, an Arizona limited liability company ("Grantor"), does hereby grant and
convey to City of Glendale, an Arizona municipal corporation ("Grantee"), that real property
situated in Maricopa County, Arizona, and legally described in the attached EXHIBITS 1, 2 and
3,which are hereby incorporated herein by this reference(the"Property"),together with all rights,
privileges and easements appurtenant thereto.
SUBJECT TO: current real property taxes and other assessments; patent reservations; any
matters which would be shown or discovered by a survey or inspection of the Property; and all
easements, rights of way, covenants, conditions, restrictions and other matters as may appear of
record; and any other laws, ordinances or governmental regulations restricting or regulating the
use, occupancy or enjoyment of the Property.
Notwithstanding any warranty which may otherwise be implied from the use of any word,
phrase or clause herein, Grantor warrants title to the Property, subject to the matters referred to
above, only against its own acts, but not the acts of any others.
EXECUTED as of the 2 5 day of January 2021.
[Signature page follows.]
QB\165 3 81.00015\665743 96.1
GRANTOR:
BYPG HOLDINGS,LLC, an Arizona
limited liability company
By: 7575 Development,Inc.,
an Arizona corporation
Its: Manager
By:
Name:
Title:
STATE OF ARIZONA )
) ss.
County of Maricopa )
The oregoing instrument was acknowledged before me this day of January, 2021, by
�t 1 -ai i i , who acknowledged being the Y l(L PrebIctertA- of 7575
DEVELOPMENT, INC. an Arizona corporation, Manager of BYPG HOLDINGS, LLC, an
Arizona limited liability company, and who acknowledged executing the foregoing instrument on
behalf of the foregoing entity, being duly authorized to do so, for the purposes therein contained.
1" AMBER SMITH
Notary Public-Arizona
.'�'r Maricopa County f
,vss Expires 07/31/2021 ab -
Notary Seal/Stamp Notary Public
Signature Page to Special Warranty Deed
QB\1653 81.00015\6 65743 96.1
EXHIBIT 1
PARCEL NO. 1:
THAT PART OF PARCEL NO. 2 AS DESCRIBED IN DEED.#202.1 0605954, MARICOPA
COUNTY RECORDS,. BEING SITUA l'ED WITHIN THE "SOU ' EAST QUARTER OF
SECTION 8, TOWNSHIP 2 NORTH, RANGE 1 EAST OF TH. GILA AND SALT RIVER
MERIDIAN, MARICOPA COUNTY, ARIZONA, PARTIP LARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER G SAID SECTION 8;
THENCE SOUTH 00° 48' 31" EAST, ALONG T. EAST LINE OF SAID SECTION 8, A
DISTANCE OF 338.63 FEET;
THENCE,DEPARTING FROM SAID EAS INE,NORTH 89° 19' 03" WEST, A DISTANCE
OF 40.01 FEET TO A POINT ON THE SO TH LINE OF SAID PARCEL NO. 2,ALSO BEING
THE POINT OF BEGINNING OF TH EREIN DESCRIBED PART;
THENCE CONTINUING ALON' SAID SOUTH LINE, NORTH 89° 19' 03" WEST A
DISTANCE OF 25.01FEET TO A POINT ON A LINE BEING PARALLEL WITH AND 65
FEET PERPENDICULAR TO. AID EAST LINE OF SECTION 8; .
THENCE NORTH 00° 4-:' 31" WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF
300.15 FEET;
THENCE, DEP•. TING FROM SAID PARALLEL LINE, NORTH 45° 43' 50" WEST, A
DISTANCE 0. :52.40.FEET TO A POINT ON THE EAST-WEST MID-SECTION LINE OF
SAID SECT 4 N 8;
THEN ' NORTH 89°:20' 50" EAST, ALONG SAID.EAST-WEST MID-SECTION LINE, A
DIST,_NCE OF 62.00 FEET TO A POINT ON A LINE BEING PARALLEL WITH AND 40
FE" PERPENDICULAR TO SAID EAST LINE OF SECTION 8; . :.
THENCE SOUTH.00° 48' 31" EAST, ALONG SAID PARALLEL LINE; A DISTANCE OF
337.73 FEET TO THE POINT OF BEGINNING. .
QB\1653 81.00015\665743 96.1
EXHIBIT 2
PARCEL NO. 2:
THAT PART OF PARCEL NO. 2:AS DESCRIBED IN DEED #2020-06059 A, MARICOPA
COUNTY RECORDS, BEING SITUATED WITHIN THE SOUTHEAS ' QUARTER OF
SECTION 8, TOWNSHIP 2 NORTH, RANGE 1 EAST OF THE GILA •ND SALT RIVER
MERIDIAN, MARICOPA COUNTY, ARIZONA, PARTICULA DESCRIBED AS
FOLLOWS: •
COMMENCING AT THE EAST QUARTER CORNER OF SAI i SECTION 8;
THENCE SOUTH 89° 20' 50" WEST, ALONG THE EAS EST MID-SECTION LINE OF
SAID SECTION 8, A DISTANCE OF 102.00 FEET TO T r POINT OF BEGINNING;
THENCE SOUTH 45°.43' 50" EAST,A DISTANCE a 15.58 FEET TO A POINT ON A LINE
BEING PARALLEL WITH, AND 11 FEET PERP I ICULAR TO, SAID EAST-WEST MID-
SECTION LINE;
THENCE SOUTH 89° 20' 50" WEST, AL , G SAID PARALLEL LINE, A DISTANCE OF
1851.44 FEET;
THENCE, DEPARTING FROM S D :PARALLEL LINE, SOUTH 76° 53' 35" WEST A
DISTANCE OF 60.28 FEET TO OINT ON.A LINE BEING PARALLEL WITH, AND 24
FEET PERPENDICULAR TO, S ID EAST-WEST MID-SECTION LINE;
THENCE SOUTH 89° 20' " WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF
603.42:FEET;
THENCE, DEPART G FROM SAID PARALLEL LINE; SOUTH 44° 36' 02" WEST A
DISTANCE OF 6 . 5 FEET TO.A POINT ON A LINE BEING PARALLEL WITH, AND 24
FEET PERPE ICULAR TO; THE NORTH-SOUTH MID-SECTION LINE OF SAID -
SECTION 8;
THENC SOUTH 0° 08' 46" EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF
207.88 EET TO A POINT ON THE NORTHEASTERLY LINE OF THE GRAND CANAL
D ;
NCE,ALONG SAID NORTHEASTERLY LINE;NORTH 54°04'51"WEST A DISTANCE.
OF 29.69 FEET TO A POINT ON SAID NORTH-SOUTH MID-SECTION LINE;
QB\165 3 81.00015\665743 96.1
THENCE NORTH 0° 08' 46" WEST,ALONG SAID NORTH-SOUTH M-D-SECTION LINE,A
DISTANCE OF 200.28 FEET;
THENCE,DEPARTING FROM SAID NORTH-SOUTH MID-SEC/TION LINE,NORTH 44° 36'
02"EAST A DISTANCE OF 80.71 FEET TO A POINT ON SAID/EAST-WEST MID-SECTION
LINE;
THENCE NORTH 89° 20' 50" EAST, ALONG SAID E� T-WEST MID-SECTION LINE, A
DISTANCE OF 2512.57 FEET TO THE POINT OF BEGINNING.
QB\1653 81.00015\66574396.1
EXHIBIT 3
PARCEL NO. 3:
ALL OF PARCEL NO.1 TOGETHER WITH A PORTION OF PAR L NO.2 AS DESCRIBED
IN DEED #2020-0605954, MARICOPA COUNTY RECORDS, : ING SITUATED WITHIN
THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP ORTH, RANGE LEAST OF
THE GILA AND . SALT RIVER MERIDIAN, MA' OPA COUNTY, ARIZONA,
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION :,
THENCE NORTH 89° 20' 50" EAST, ALONG T. EAST-WEST MID-SECTION LINE OF
SAID SECTION 8, A DISTANCE OF 56.82 FE
THENCE, DEPARTING FROM SAID LIN', SOUTH 44° 36' 02" WEST A DISTANCE OF
80.71 FEET TO A POINT ON THE NORT.-SOUTH MID-SECTION LINE OF SAID SECTION
8;
THENCE SOUTH 00 08' 46" EAS ', ALONG SAID NORTH-SOUTH MID-SECTION LINE,
A DISTANCE OF 219.50 FEET;
THENCE, DEPARTING FRI SAID LINE, NORTH 89° 18' 57" WEST A DISTANCE OF
23.89 FEET TO A POINT ON THE NORTHEASTERLY LINE OF THE GRAND CANAL
DRAIN;
THENCE NORTH 5 29'34"WEST,ALONG SAID NORTHEASTERLY LINE,A DISTANCE
OF 467.65 FEET 0 A POINT ON THE EAST-WEST MID-SECTION LINE OF SAID
SECTION 8;
THENCE NO 'TH 89° 22' 21" EAST, ALONG SAID EAST-WEST.MID-SECTION LINE, A
DISTANC.' OF 403.90 FEET TO THE POINT OF BEGINNING. .
QB\1653 81.00015\66574396.1
EXHIBIT 1
"99TH AVENUE STRIP"
LEGAL DESCRIPTION
THAT PART OF PARCEL NO. 2 AS DESCRIBED IN DEED #2020-0605954, MARICOPA COUNTY RECORDS,
BEING SITUATED WITHIN THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 2 NORTH, RANGE 1
EAST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 8;
THENCE S00°48'31"E,ALONG THE EAST LINE OF SAID SECTION 8,A DISTANCE OF 338.63 FEET;
THENCE, DEPARTING FROM SAID EAST LINE, N89°19'03"W A DISTANCE OF 40.01 FEET TO A POINT ON
THE SOUTH LINE OF SAID PARCEL NO. 2, ALSO BEING THE POINT OF BEGINNING OF THE HEREIN
DESCRIBED PART;
THENCE CONTINUING ALONG SAID SOUTH LINE, N89°19'03"W A DISTANCE OF 25.01 FEET TO A POINT
ON A LINE BEING PARALLEL WITH AND 65 FEET PERPENDICULAR TO SAID EAST LINE OF SECTION 8;
THENCE N00°48'31"W,ALONG SAID PARALLEL LINE,A DISTANCE OF 300.15 FEET;
THENCE, DEPARTING FROM SAID PARALLEL LINE, N45°43'50"W A DISTANCE OF 52.40 FEET TO A POINT
ON THE EAST-WEST MID-SECTION LINE OF SAID SECTION 8;
THENCE N89°20'50"E, ALONG SAID EAST-WEST MID-SECTION LINE, A DISTANCE OF 62.00 FEET TO A
POINT ON A LINE BEING PARALLEL WITH AND 40 FEET PERPENDICULAR TO SAID EAST LINE OF
SECTION 8;
THENCE S00°48'31"E, ALONG SAID PARALLEL LINE, A DISTANCE OF 337.73 FEET TO THE POINT OF
BEGINNING.
CONTAINING 0.21 ACRES, +/-
ANC 1
‘
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PAGE 1 OF 2
I
EXHIBIT 1
"99TH AVENUE STRIP"
BALLPARK BLVD
L6
\-
EAST-WEST MID-SECTION LINE, <f E a COR. SEC. 8
SECTION 8 1\-- T2N, R1 E
Parcel Line Table Pi
Line# Direction Length
a
L1 SO°48'31"E 338.63 1"=40' •
L2 N89° 19'03"W 40.01 F4 W
L3 N89° 19'03"W 25.01 z U
NO° 44 EAST LINE
L4 48'31 W 300.15
c SECTION 8
L5 N45°43'50"W 52.40 a •
L6 N89°20'50"E 62.00
44
L7 SO°48'31"E 337.73 a x a
Ei
o,
a
Gel25�'M�.R
PPp6059
#-2p2p.
0��0 40RR/W'
f
40
,��,�`�i1 4` —� 25' -
R
ge419097
REECE
O HENRY + 65'
of@ i
Sj•ned POINT OF
*ZONA US ,,� BEGINNING
SOUTH LINE OF PARCEL 2 ��p�res 3/3�I
DEED#2020-0605954, M.C.R.
L3 L2
PAGE 2 OF 2
EXHIBIT 2
"NEW CANAL PARCEL"
LEGAL DESCRIPTION
THAT PART OF PARCEL NO. 2 AS DESCRIBED IN DEED #2020-0605954, MARICOPA COUNTY RECORDS,
BEING SITUATED WITHIN THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 2 NORTH, RANGE 1
EAST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 8;
THENCE S89°20'50"W, ALONG THE EAST-WEST MID-SECTION LINE OF SAID SECTION 8, A DISTANCE OF
102.00 FEET TO THE POINT OF BEGINNING;
THENCE S45°43'50"E A DISTANCE OF 15.58 FEET TO A POINT ON A LINE BEING PARALLEL WITH, AND 11
FEET PERPENDICULAR TO, SAID EAST-WEST MID-SECTION LINE;
THENCE S89°20'50"W, ALONG SAID PARALLEL LINE, A DISTANCE OF 1851.44 FEET;
THENCE, DEPARTING FROM SAID PARALLEL LINE, S76°53'35"W A DISTANCE OF 60.28 FEET TO A POINT
ON A LINE BEING PARALLEL WITH, AND 24 FEET PERPENDICULAR TO, SAID EAST-WEST MID-SECTION
LINE;
THENCE S89°20'50"W, ALONG SAID PARALLEL LINE,A DISTANCE OF 603.42 FEET;
THENCE, DEPARTING FROM SAID PARALLEL LINE, S44°36'02"W A DISTANCE OF 60.95 FEET TO A POINT
ON A LINE BEING PARALLEL WITH,AND 24 FEET PERPENDICULAR TO, THE NORTH-SOUTH MID-SECTION
LINE OF SAID SECTION 8;
THENCE S0°08'46"E, ALONG SAID PARALLEL LINE, A DISTANCE OF 207.88 FEET TO A POINT ON THE
NORTHEASTERLY LINE OF THE GRAND CANAL DRAIN;
THENCE, ALONG SAID NORTHEASTERLY LINE, N54°04'51"W A DISTANCE OF 29.69 FEET TO A POINT ON
SAID NORTH-SOUTH MID-SECTION LINE;
THENCE NO°08'46"W,ALONG SAID NORTH-SOUTH MID-SECTION LINE,A DISTANCE OF 200.28 FEET;
THENCE, DEPARTING FROM SAID NORTH-SOUTH MID-SECTION LINE, N44°36'02"E A DISTANCE OF 80.71
FEET TO A POINT ON SAID EAST-WEST MID-SECTION LINE;
THENCE N89°20'50"E, ALONG SAID EAST-WEST MID-SECTION LINE, A DISTANCE OF 2512.57 FEET TO
THE POINT OF BEGINNING.
CONTAINING 0.976 ACRES, +/-
,0.:_A roe:/7(1).
ANyIS,
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U.
0
CENTER SEC. 8 POINT OF E a COR. SEC. 8 csi
T2N, R1E EAST-WEST MID-SECTION LINE, BEGINNING T2N, R1E
SECTION 8 BALLPARK BLVD a
24
56.82 N89°20'S0"E 2671.39
NEW CANAL PARCEL L11 11' h L1
NORTH- 0.976 ACRES,+/- � t L3 •
•
SOUTH
MID- N. L5
SECTION .\' t
R
LINE, `Z
M
SECTION,8_ 2A' ��° Pp'i ei0 95�,
U 00 —PH 65' •—
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Y.1 6 N v1 ir1 O M O t- 01 O O /� W ` N.
a O � N N N o0 N Q O W Z v1 Q M I
x Z 2 i a._ G7L11 w , z 1 I• Q,
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ii o M o M o �o 0o Bo M N S��3. I i
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ICI' NOT TO SCALE I I
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II
EXHIBIT 3
"FUTURE LIFT STATION SITE"
LEGAL DESCRIPTION
ALL OF PARCEL NO. 1 TOGETHER WITH A PORTION OF PARCEL NO. 2 AS DESCRIBED IN DEED
#2020-0605954, MARICOPA COUNTY RECORDS, BEING SITUATED WITHIN THE SOUTHEAST QUARTER OF
SECTION 8, TOWNSHIP 2 NORTH, RANGE 1 EAST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA
COUNTY, ARIZONA, PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION 8;
THENCE N89°20'50"E, ALONG THE EAST-WEST MID-SECTION LINE OF SAID SECTION 8, A DISTANCE OF
56.82 FEET;
THENCE, DEPARTING FROM SAID LINE, S44°36'02"W A DISTANCE OF 80.71 FEET TO A POINT ON THE
NORTH-SOUTH MID-SECTION LINE OF SAID SECTION 8;
THENCE S00°08'46"E,ALONG SAID NORTH-SOUTH MID-SECTION LINE,A DISTANCE OF 219.50 FEET;
THENCE, DEPARTING FROM SAID LINE, N89°18'57"W A DISTANCE OF 23.89 FEET TO A POINT ON THE
NORTHEASTERLY LINE OF THE GRAND CANAL DRAIN;
THENCE N54°29'34"W, ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 467.65 FEET TO A POINT ON
THE EAST-WEST MID-SECTION LINE OF SAID SECTION 8;
THENCE N89°22'21"E, ALONG SAID EAST-WEST MID-SECTION LINE, A DISTANCE OF 403.90 FEET TO THE
POINT OF BEGINNING.
CONTAINING 1.39 ACRES, +/-
_o9 14 :041N9:97:5 �„y $r T
HER0 •
ne
•
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PAGE 1 OF 2
N
EAST-WEST MID-SECTION LINE, POINT OF CENTER SEC. 8 p
SECTION 8 BEGINNING T2N, RI E N
_ LU
L6 L1
a
y`,' EAST-WEST J
PORTION OF PARCEL 2 MID-SECTION LINE
DEED#2020-0605954, M.C.R. SECTION 8
0'
SO
FS P�10P�xl•
- 39 PARCEL 9 I '4 0. 'R
w C is DEED#2020-0605954, M.C.R. P PR 06 5954'
ZO2o2p•
M O cl• p�E
I_' Q al l� f
m1i/3 i
I 1— 1"=80'
ON _J L4
W w
1
D Parcel Line Table
F-
Line# Direction Length
LL NORTH-SOUTH
ANC .� L1 N89°20'50"E 56.82 MID-SECTIONLINE
��`�'�:.. c'?� SECTION 8
���'. �'j
G L2 S44°36'02"W 80.71
1
49 L3 SO°08'46"E 219.50 I N,..6c,
/ R. R:0641. E L4 N89° 18'57"W 23.89
,4 ^e L5 N54°29'34"W 467.65 I 9�`,e
Z'NA 0
4'° es 3�3�I2� L6 N89°22'21"E 403.90 �'fjr