FINAL PDF PURCHASE AGREEMENT 1 WEST MAD.PDF

PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
This Purchase Agreement and Escrow Instructions (“Agreement”) by and
between:
DL Dalton, LLC, a Washington limited liability company, with an address of
4211 N Marshall Way, #200, Scottsdale, Arizona 85251, hereinafter referred to as the
Buyer. Buyer which was the successful bidder at public auction held on June 3, 2021.
AND
Maricopa County, a political subdivision of the State of Arizona, with an address
of: c/o Real Estate Department, 2801 W. Durango, Phoenix AZ 85009, hereinafter
referred to as the Seller,
WITNESSETH
THAT Seller agrees to sell to Buyer and the Buyer agrees to purchase from
Seller, the property described on Exhibit A, declared by the Maricopa County Board of
Supervisors to be excess vacant land and improvements by Agenda Item C-78-21-021-
X-00, approved on November 18, 2020, hereinafter referred to as the Property. The
legal description of the Property is set forth on Exhibit A attached hereto and made a
part hereof.
Seller will convey the Property to Buyer by Special Warranty Deed.
1. PURCHASE PRICE and other Buyer costs. The purchase price or
consideration shall be two million and ten thousand dollars Dollars ($2,010,000.00).
Total: $2,010,000.00
1.01. Payments. Payment shall be made as follows:
Auction Deposit previously deposited by Buyer at
public auction and now to be held in escrow by the
Escrow Agent as defined below. (the "Contract Deposit")
$201,000.00
1.02. Escrow Instructions. This Agreement also constitutes escrow instructions
to Escrow Agent.
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1.03. Escrow Opening Date. The Escrow Opening Date shall be the date of
delivery to Escrow Agent of the Contract Deposit, the Buyer executed Agreement and/or
other related documents as counterpart originals(s) to the Escrow Agent.
1.04. Close of Escrow. Close of Escrow shall occur no later than sixty (60)
business days after the Escrow Opening Date, which date shall be referred to as the
Close of Escrow or Closing or Closing Date. At the Close of Escrow, both the title to
and possession of the Property shall be transferred from the Seller to the Buyer. Any
monetary encumbrances existing against the Property at the Close of Escrow shall be
satisfied from the Seller’s proceeds at Close of Escrow.
Closing Costs and Prorations. Buyer and Seller each agree to pay one-half (1/2)
of the closing costs and escrow charges except as previously stated herein. The Buyer
shall be responsible for all taxes and assessments levied against the Property after the
Closing Date. Each party agrees to pay its own attorney fees.
The balance of the purchase price (plus any
additional taxes, fees or other closing costs to be paid by Buyer) shall
be paid to Escrow Agent at or before the Close of Escrow by cash,
certified check, cashier's check or bank wire transfer.
1.05. Contract Deposit Escrow. At Close of Escrow Buyer shall be given full
credit against the purchase price for the Contract Deposit.
1.06. Escrow Agent.
a) The escrow agent (“Escrow Agent”) referred to in this Agreement shall
be as listed below:
Company: Security Title Agency, Inc
Address: 4722 N. 24th St. Ste. 200, Phoenix AZ 85016
Agent: Jason Bryant
Phone: (602) 230-6297
Fax: (602) 926-0452
Email: jbryant@securitytitle.com
b) The Escrow Agent shall deliver the escrow funds in accordance with this
Agreement.
2. SELLER'S REPRESENTATIONS.
a) Seller makes no representations whatsoever regarding conditions or
features of the Property.
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b) Seller further makes no representation as to zoning, access to parcel,
availability of utilities, or development potential of the site.
c) Seller is a political subdivision of the State of Arizona, and therefore is
exempt from paying real property taxes. Upon completion of the
recording of the conveyance deed to the Buyer, Buyer shall become
responsible for any real property taxes and assessments as provided by
law.
3. TITLE COMMITMENT.
3.01. Preliminary Title Report. The Seller has provided to Buyer, at Seller’s
expense, a current preliminary title report. or commitment for title insurance to be issued
concerning the Property (the "Title Report"). Further, in the event that any updates,
supplements or amendments to the Title Report are subsequently prepared, copies of
such documents shall be delivered to Buyer.
3.02. No Obligation to Act. Except with respect to any title exception intentionally
and voluntarily created by Seller after the issuance of the Title Report, nothing herein
shall be deemed to impose on Seller any obligation to bring any action or proceeding, or
to expend any unreasonable (in Seller's sole and absolute discretion) sum or effort in
order to fulfill any condition, nor shall Buyer otherwise have any right or action against
Seller in respect thereof. The Buyer may procure an extended coverage title insurance
policy, if available, at the Buyer's option and sole cost, in which event the Buyer shall pay
the amount of increased premium and the cost of any survey necessary to obtain
extended coverage title insurance issued through the Escrow Agent in the form in use on
the date of issue, insuring the Buyer in the amount of the Purchase Price of the Property,
that upon Close of Escrow, title to the Property is subject only to the regular printed
exceptions contained in said policy, current taxes and assessments, and such restrictive
covenants of record, easements, reservations in patents and other obligations, liabilities,
liens, encumbrances and other matters as Buyer, in Buyer's sole discretion, may
specifically approve, in writing, or be deemed to have approved.
4. ACCESS TO PROPERTY. Buyer and/or its agents shall not access the
Property prior to Close of Escrow unless Buyer shall first obtain and execute an Access
Agreement from Seller to access the Property. Any approval issued by County to Buyer
allowing Buyer to access the Property shall contain a condition (if so desired) allowing a
representative of Maricopa County Real Estate Department to be present at all times the
Buyer and/or its agents accesses the Property.
5. BUYER'S REPRESENTATIONS AND AGREEMENTS. Prior to or
simultaneously with execution of this Agreement, Buyer shall provide proof of legal
authority to execute this Agreement and to consummate all of the transactions hereby
contemplated. Buyer represents and warrants that all required approvals by the
shareholders, partners, members and/or Board of Directors of Buyer have been given to
allow for the making and execution of this Agreement.
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6. DOCUMENTS. At or before the Close of Escrow, Seller shall deliver to Escrow
Agent the following:
a) A Special Warranty Deed, duly executed and acknowledged on behalf
of the Board of Supervisors of the Seller, conveying the Property to
the Buyer.
b) Such other documents as shall be reasonably required by Escrow
Agent as a condition to insuring title to the Property.
7. BREACH OF AGREEMENT, DAMAGES.
a) In the event of (i) the breach or non-performance of this Agreement by
Seller, or (ii) a default in the performance of any of its obligations hereunder by Seller,
the Buyer, in its sole discretion, and, unless a remedy is already provided in this
Agreement, as its sole and exclusive remedy, may cancel this Agreement and the escrow
by giving written notice to the Seller and the Escrow Agent. If that occurs then the Seller
shall be liable for all customary escrow cancellation charges and the Contract Deposit
shall be returned to the Buyer. Such payments will be the Buyer's sole and exclusive
remedy in the event of default or non-performance by Seller. Buyer hereby waives and
releases any right to (and hereby covenants that Buyer shall not) sue the Seller for (a)
specific performance or (b) damages under this Agreement.
b) In the event of (i) breach or non-performance of this Agreement by Buyer,
or (ii) Buyer fails to close title for any reason, other than due to the default of the Seller,
the Buyer shall be liable for all customary escrow cancellation charges and shall forfeit
one-half of the Contract Deposit to Seller together with all and any interest, legal or
equitable, in the Property and Property shall revert to Seller, and such charges shall be
the Seller's sole and exclusive remedy. Seller will return to the Buyer the remaining 50%
of the Contract Deposit, without interest, within 60 days of default or non-performance.
Seller hereby waives and releases any right to (and hereby covenants that Seller shall
not) sue the Buyer for (a) specific performance or (b) damages. Additionally, upon default,
Buyer acknowledges that Seller may, but is not required to, then offer to sell the Property
to the second highest bidder at the price bid by the second highest bidder assuming the
second highest bidder meets all other bid requirements, including deposit of the (10%)
Contract Deposit, within 72 hours of notification by Seller. The second highest bidder
shall then pay the balance of their bid price within one hundred twenty (60) days of
notification by Seller.
8. “AS IS, WHERE IS.” This sale is in a strict “AS IS, WHERE IS” condition.
Buyer acknowledges that Buyer is purchasing the Property in “AS IS”, “WHERE IS”
condition with all faults, defects and other adverse matters, and that Seller, is selling the
Property in “AS IS” and “WHERE IS” conditions with all faults, defects and other adverse
matters.
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9. BROKER. There is no Real Estate Broker and the parties represent each to
the other that no Real Estate Broker is responsible for negotiating this transaction. If any
Real Estate Broker should make a claim for commissions, the party whose action lead to
such claim shall be solely responsible for the resolution of such issue, including the
obligation to indemnify, hold harmless and defend all other parties hereto.
10. NOTICES. No notices, waiver or other communication under this Agreement
shall be effective unless in writing and personally served, sent by certified mail, return
receipt requested, with postage prepaid or by commercial express delivery service
providing receipted delivery. All such notices shall be addressed to the parties at the
address:
SELLER:
Maricopa County
Real Estate Department
2801 W. Durango
Phoenix AZ 85009
BUYER:
DL Dalton LLC
4211 N Marshall Way, #200
Scottsdale, AZ 85251
dan@blueprintcap.com 206-909-6136
If personally served or sent via commercial delivery service, any such matter shall be
deemed given at the time of such service or, if by mail, at the time of depositing same in
a post office box regularly maintained by the United States Postal Service.
11. ASSIGNMENT. This Agreement may not be assigned by Buyer without the
prior written consent of the Seller, which consent may not be unreasonably withheld by
Seller at its sole discretion. Provided, however, that this Agreement may only be assigned
to N/A.
12. GENERAL PROVISIONS:
a) Date of Agreement. The date of this Agreement for all purposes where
such date is referenced herein shall as of the last date executed below on which Maricopa
County signs this Agreement.
b) Counterparts and Recitals. This Agreement may be signed in any
number of counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument. The recitals by this reference are hereby incorporated into
this Agreement.
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c) Applicable Law. This Agreement and the performance hereof shall be
governed, interpreted, construed and regulated by the laws of the State of Arizona.
d) Severability. If any term, covenant, condition or provision of this
Agreement, or the application thereof to any person or circumstance shall, at any time or
to any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such terms or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and each term,
covenant, condition and provision of this Agreement shall be valid and be enforceable to
the fullest extent permitted by law.
e) Interpretation. Wherever herein the singular number is used, the same
shall include the plural, and the masculine gender shall include the feminine and neuter
genders, and vice versa, as the context shall require
f) Section Headings. The Section headings in this Agreement are inserted
only as a matter of convenience in reference and are not to be given any effect
whatsoever in construing any provision of this Agreement.
g) Time. Time is of the essence of this Agreement. Any extension of time granted
for the performance of any duty under this Agreement shall not be considered an
extension of time for the performance of any other duty under this Agreement. Unless
otherwise indicated, all periods of time referred to in this Agreement shall refer to calendar
days and shall include all Saturdays, Sundays and State or national holidays, provided
that if the date or last date to perform any act or give any notice with respect to this
Agreement shall fall on a Saturday, Sunday or State or national holiday, such act or notice
may be timely performed or given on the next succeeding day which is not a Saturday,
Sunday or State or national holiday.
h) Waiver. Failure of any party to exercise any right or option arising out of
a breach of this Agreement shall not be deemed a waiver of any right or option with
respect to any subsequent or different breach, or the continuance of any existing breach.
i) Governing Law. This Agreement shall be deemed to be made under,
and shall be construed in accordance with and shall be governed by, the laws of the State
of Arizona, and arbitration proceedings, if applicable, or suit to enforce any provision of
this Agreement or to obtain any remedy with respect hereto may be brought in the
Superior Court of the State of Arizona, Maricopa County, and for this purpose each party
hereby expressly and irrevocably consents to the jurisdiction of said Court. This contract
is subject to A.R.S. 38-511 and may be canceled pursuant thereto.
j) Expiration of Offer. Buyer shall execute this Agreement on date of
auction and Seller shall execute and deliver into escrow within sixty (60) days after auction
date. Upon Buyer's execution, this Agreement shall constitute an offer, which if not
accepted by Seller's execution and delivery to Escrow Agent within sixty (60) days
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thereafter, shall be deemed to expire and be of no further force or effect, unless extended
or otherwise agreed to by Buyer in writing.
k) The successful bid (Buyer) must be formally accepted and
approved by the Board of Supervisors at a regularly scheduled published
meeting. The Board of Supervisors of Maricopa County reserves the right to
cancel this auction in whole or in part at any time prior to the Board’s
acceptance of a final bid.
REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date last
written below.
BUYER:
By: ____________________________________
Title: ___________________________________
Date: ___________________________________
STATE OF ARIZONA )
)ss
COUNTY OF MARICOPA )
Before me, , Notary Public in and for said County, State of
Arizona, on this day personally appeared ___________________________, known to
me to be the person whose name is subscribed to the forgoing instrument.
Given under my hand and seal of the office this June 3, 2021.
______________________________
ACCEPTANCE BY ESCROW AGENT
The Purchase Agreement and Escrow Instructions and Contract Deposit are accepted on
this _______ day of _____________________, 2021. The balance of the purchase price
will be deposited prior to the Close of Escrow.
ESCROW AGENT:
By: _____________________________________
Escrow Officer
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MARICOPA COUNTY, a political subdivision of
the State of Arizona
By___________________________________
Jack Sellers
Chairman of the Board
ATTEST:
_____________________________________
Clerk of the Board Date
Approved as to form:
_____
Deputy County Attorney Date
STATE OF ARIZONA )
)ss
COUNTY OF MARICOPA )
Before me, , Notary Public in and for said County,
State of Arizona, on this day acknowledges ,
known to me to be the person whose name is subscribed to the foregoing instrument as
the Chairman of the Board of the Supervisors described in the foregoing instrument.
Given under my hand and seal of the office this day of _______________, 2021
My Commission Expires
Notary Public (signature)
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EXHIBIT A
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