ARIZONA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY GROUP/PROPERTY MANAGEMENT SECTION EXCESS LAND PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT

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1 ARIZONA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY GROUP/PROPERTY MANAGEMENT SECTION EXCESS LAND PURCHASE AGREEMENT AND RECEIPT FOR DEPOSIT Project No.: 010 MA 151 H7441 Date: Month Day, Year Sale No. L-C-047 Received from full name of person(s) or entity taking title, herein called Purchaser, the sum of One Hundred Thousand Dollars ($100,000) as earnest deposit for the purchase of the State s interest in the real property known as Excess Land # L-C-047; a commercial property with four (4) commercial buildings of approximately 926,979 sq. ft./21.28 acres located at the Hohokam 10 Business Center 4425, 4445, 4535 and 4535 East Elwood Street, in Phoenix, Maricopa County, Arizona and as shown on Exhibit A attached hereto. By:, Sales Agent SALE PRICE PAYABLE AS FOLLOWS: As consideration, the Purchaser agrees to purchase the State s interest in the above described real property for the full purchase price of Dollars ($ ) payable as follows: $ 100,000 Initial deposit $ xxx,xxx.xx Balance of required 10% deposit to be deposited in escrow within five (5) business days from date executed. $xxx,xxx.xx Balance of full purchase price, payable at close of escrow. PURCHASER HEREBY AGREES TO: Close escrow, entered into at Purchaser s expense, with Name of Title Company, Address, City, Arizona Zipcode, Attn: Title/Escrow officer's name direct line, fax number, address on or before Close of escrow date; MUST be within 60 days of signed purchase agreement. The property shall be conveyed by Special Warranty Deed to: Purchaser/Entity full name(s) how title is being taken PURCHASER TO SIGN ATTACHED ENVIRONMENTAL RELEASE FORM. This agreement is made with the understanding that it is subject to the terms and conditions attached hereto and approval by ADOT s Infrastructure Delivery and Operations Division. PURCHASER: Purchaser/Entity full name(s) By Authorized Signer's full name(s) Its: Authorized Signer's Title Address: Street address City, State Zipcode Telephone: Fax: 1

2 TERMS OF EXCESS LAND PURCHASE AGREEMENT AND DEPOSIT RECEIPT ESCROW FEES: When purchase is accomplished through escrow proceedings, the successful bidder shall pay all escrow and collection fees. SALE CLOSING SCHEDULE: Completion of a cash sale, or close of escrow, shall be scheduled on or before sixty (60) days from the date of execution of this purchase agreement. Any application for extension of time to complete sales transaction must be in writing and approved by ADOT. An additional deposit may be required for any such extension. This non-refundable additional deposit will be applied to the purchase price if the sales transaction closes. POSSESSION: FORFEITURE OF DEPOSIT: NON-ASSIGNABILITY: ENVIRONMENTAL RELEASE: DISCLAIMER OF WARRANTIES: Possession will be granted upon recording of the Special Warranty Deed and any other closing documents required. In the event buyer withdraws its approved bid, or fails to comply with any of the terms of this Agreement, ADOT is hereby entitled to retain the deposit as liquidated damages and buyer forfeits its right to the property. This Purchase Agreement and any escrow instructions arising therefrom are not assignable until the escrow has closed. Successful bidders for the purchase of excess land must sign an Environmental Release form. The State of Arizona, acting by and thru its Department of Transportation will convey by Special Warranty Deed only what right, title, and interest it has in the property and does not warrant marketability, sufficiency or color of title, ingress or egress to the property, zoning, utilities, or the ground location of property lines other than monumented highway right of way lines. The property is subject to all valid rights, exceptions and/or reservations (in accordance with Arizona Revised Statute ), whether or not these matters are of public record. Access to any existing utilities will be by way of what is existing at the time of this conveyance and shall be the responsibility of the Purchaser herein and the public or utility companies to show where that access is located. The obligation is upon the buyer to do their due diligence, to examine to their satisfaction the status of all matters affecting the property including the accuracy of title, boundaries, zoning, and physical conditions. If agricultural irrigation is to be supplied, the cost of extending service to the property is totally and expressly the cost of purchaser. It is understood that this Disclaimer of Warranties shall remain in full force and effect regardless of the language contained in any subsequent closing documents or deeds. 2

3 RELEASE EXCESS LAND NO.: L-C-047 STATE OF ARIZONA ) ) SS County of Maricopa ) The State of Arizona, acting by and thru its Department of Transportation (Seller) and Purchaser/Entity's full name(s) (Buyer) have entered into a purchase and sale agreement (the Contract) dated and concerning the real property described in Exhibit A together with any improvements thereon. The Contract requires Buyer release Seller of and from all liabilities, obligations and claims, known and unknown, that Buyer may now have against Seller or that may arise in the future based in whole or in part upon the presence of toxic or hazardous substances or other environmental contamination on or within the Property. Therefore, in return for sale of the Property and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer agrees as follows: Buyer hereby releases Seller of and from a) any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses of any kind, known or unknown, past, present or future relating to the Property arising out of any violation of any law, statute, ordinance, rule regulation order of determination of any governmental authority pertaining to health or environment and b) all matters known or unknown, past, present, or future, relating to any act, omission, event or circumstance related to hazardous substances or environmental contamination within, on, or released from the Property. Buyer s agreement to release Seller is a material portion of the consideration for conveyance of the Property by Seller to Buyer. The terms and provisions of this Release shall run with the Property and shall be binding upon Buyer and Buyer s successors in interest. Executed this day of Purchaser: Purchaser/Entity's full name(s) By Authorized Signer's full name(s) Its: Authorized Signer's Title 3

4 STATE OF ARIZONA ) ) SS. County of Maricopa ) The foregoing instrument was acknowledged before me this day of, 2018, by signer's name, signer's title, who acknowledged that he/she executed this instrument for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. Notary Public in and for said County and State My commission expires: 4

5 1 st ADDENDUM to Purchase Agreement and Receipt for Deposit by and between the State of Arizona, by and through its Department of Transportation ( ADOT ) (Seller) and (Buyer) Notwithstanding anything to the contrary in the printed-form, Purchase Agreement and Receipt for Deposit, to which this is an Addendum (collectively, the Purchase Agreement ), the parties hereto further agree as follows: 1. Sale of Excess Land from ADOT. ADOT agrees to sell and Buyer agrees to buy the property as defined in Exhibit A in the amount of $ 2. Payment of Compensation from Buyer to ADOT. The compensation payable to The Arizona Department of Transportation in the amount of $100, has been deposited with ADOT by Buyer as the initial deposit. The additional compensation payable to Title Company in the amount of $ will be deposited within 5 business days of 2018, date of auction and the remaining compensation of $ will be deposited with Title Company on or before the Closing, all in the form of immediately available funds. A performance bond, benefiting ADOT, in the amount of $4M shall be provided by buyer and shall be held by ADOT to ensure Buyer completes all mandatory cure items as listed in section 4 of this agreement. Upon verification of completion, ADOT will promptly release all funds to Buyer. SAMPLE 3. Conveyance of the Land Parcel by ADOT. Title to the Land shall be conveyed by ADOT to Buyer free and clear of all monetary liens and encumbrances, and subject to leases as defined in the rent roll set forth in the Appraisal. Upon recordation of a properly executed and acknowledged community-standard Special Warranty Deed; such recording and title transfer to occur at Close of Escrow at which time original leases will be provided. 4. Mandatory Cure. In any event, Buyer agrees to perform and complete all purposed demolition and required water drainage as depicted on the plans and set forth in the permits prepared by Irwin G. Pasternack, AIA and Associates PC and any related cure work and demolition within 12 months from Close of Escrow date. All demolition will be completed in accordance with industry standards and Buyer agrees to comply with all State and Federal Environmental rules and regulations. This date may be extended upon written mutual agreement of both parties

6 5. Liability; Use of Temporary Construction Easement (TCE) by Buyer. ADOT agrees to provide a TCE for the purpose of constructing the required water drainage as depicted on the plans prepared by Irwin G. Pasternack AIA and Associates PC. The TCE shall further be used for the demolition of the southerly portion of the buildings. Buyer shall be responsible for any accident or damage occurring on or to the TCE area caused by the negligent acts or conduct of Buyer, or the negligent acts or conduct of its employees, licensees, invitees, trespassers or third parties. Upon receipt of this agreement and prior to construction of required drainage and demolition, ADOT will require from Buyer or their contractor(s), a Certificate of Public Liability Insurance naming ADOT as Additional Insured in the amount of not less than $2,000, and will hold harmless and defend the Arizona Department of Transportation from any liability as a result of any actions caused by Buyer, its employees, licensees, invitees, trespassers or third parties. Further, Buyer shall provide ADOT with the appropriate certificates of insurance evidencing that the policies providing such coverage s and endorsements are in full force and effect prior to Buyer s entry to, and use of, the TCE area. ADOT shall grant the use of the TCE area once all terms of this section are in compliance with this agreement. It is further understood and agreed Buyer s use of the TCE area will commence at Close of Escrow and terminate within 12 months or upon completion of required drainage and demolition whichever may occur first. This date may be extended upon written mutual agreement of both parties. 6. Closing Costs. All escrow and title insurance fees and other reasonable and necessary costs incident to conveyances shall be paid by Buyer 7. Closing. The Closing of this transaction, and the delivery and recordation of the documents and instruments necessary or appropriate to effectuate the real property conveyances contemplated by this Agreement, shall occur within 60 days of the execution of the Purchase Agreement or as soon as practicable after Buyer delivers all such documents and instruments to ADOT and Title Company for formal processing and approval. In the event escrow does not close within 60 days of executing the Purchase Agreement, extension(s) may be granted upon mutual agreement of both parties in the form of an Addendum to Purchase Agreement. ADOT reserves the right to request additional deposits in the amount of 10% of the unpaid balance upon each extension of this agreement. SAMPLE 8. Escrow Instructions. The terms of this Addendum shall be deemed additional escrow instructions. 9. Further Documentation. The parties hereto agree in good faith to execute such further or additional documentation as may be necessary or appropriate to effectuate this Agreement

7 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 11. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof. No representations, warranties, inducements, or oral agreements have been made by either party except as expressly set forth herein. All prior agreements, oral or written, are revoked and superseded by this Agreement. No supplement, modification or amendment to this Agreement shall be binding unless in writing and executed by the parties. Any attempt at oral modification of this Agreement shall be void and of no effect. 12. Waivers. No waiver of any provision 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 by this Agreement, no waivers 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 excuses the other party from the performance of any other obligation under this Agreement. 13. Severability. If any provision of this Agreement is found invalid by a court of competent jurisdiction, the remaining provisions of this Agreement will not be affected thereby, and shall be valid and enforceable to the extent permissible by law, provided the fundamental purposes of this Agreement are not defeated by such severability. 14. Interpretation. This Agreement shall be interpreted according to Arizona law. 15. Remedies. In the event of a breach of any term, covenant, or condition of this Agreement, the non-breaching party shall have all rights and remedies available at law or in equity. 16. Authority. Buyer and ADOT each warrant and represent that the person or persons executing the Agreement on their behalf shall be duly authorized to do so, and that all requisite corporate and governmental approvals have been obtained prior to execution of the Agreement and Deeds. SAMPLE 17. Survival. All provisions of this Agreement shall survive the Closing. All terms and conditions are binding upon successors in title. 18. Captions and Headings. The captions and headings used in this Agreement are for convenience only, and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement. 19. Notice. This is to serve as notice to the Buyer that there are two billboard sites located within the property and an easement estate will be retained by ADOT together with all access, visibility, and utility easements. ADOT has the right to lease such sites as it determines in the future

8 Seller: State of Arizona, by and through its Department of Transportation By: Paula I. Gibson, Its: Right-of-Way Administrator STATE OF ARIZONA ) ) SS. County of Maricopa ) The foregoing instrument was acknowledged before me this day of, 2018, by signer's name, signer's title, who acknowledged that he/she executed this instrument for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. Notary Public in and for said County and State My commission expires: SAMPLE - 4 -

9 Purchaser: By: Its: STATE OF ARIZONA ) ) SS. County of Maricopa ) The foregoing instrument was acknowledged before me this day of, 2018, by signer's name, signer's title, who acknowledged that he/she executed this instrument for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. Notary Public in and for said County and State My commission expires: SAMPLE - 5 -

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