FINAL PA COP LIGHT RAIL 03242021 COP 3-29-21 W EXHIBIT A.PDF
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CITY OF PHOENIX FINANCE DEPARTMENT-REAL ESTATE DIVISION PURCHASE AGREEMENT DATE: PROPERTY 125 W. Washington Street and ADDRESS: 101 W. Jefferson Street, Phoenix AZ 85003 SELLER: Maricopa County, a political subdivision of the State of APN: 112-22-075A, 112-22-049B Arizona REN: 10599 ADDRESS: 301 West Jefferson Street, Suite 960 PROJECT: South Central Extension/Downtown Hub Phoenix, AZ 85003-2111 (SCE/DH) Light Rail PROJECT #: SCE-9001, 9002 WBS NO.: PT00321285 SELLER’S AGENT: Helena Dedic, Real Estate Manager ADDRESS: 2801 W Durango Street, Phoenix, AZ 85009 THIS IS A PARTIAL TOTAL PHONE: 602-619-6540 ACQUISITION OF SELLER’S PROPERTY E-MAIL: helena.dedic@maricopa.gov ACQUISITION TYPE(S): WATER EASEMENTS SEWER EASEMENT NON-EXCLUSIVE TEMPORARY CONSTRUCTION EASEMENTS BUYER: CITY OF PHOENIX, a municipal corporation Jami Spear ORDINANCE NO.: S – 46087 Deputy Finance Director ORD. DATE: Oct. 16, 2019 251 West Washington Street, 8th Floor Phoenix, Arizona 85003 SELLER agrees to sell to BUYER the property rights described in Exhibit A attached hereto and made a part hereof (the “Property Rights”), for the TOTAL PURCHASE PRICE of $109,689.00, as itemized below, SUBJECT TO the terms and conditions of this Purchase Agreement (the “Agreement”). SCE-9001: APN 112-22-075A – 125 W Washington St, Phoenix Water Easement (91.31 Square Feet (SF) x $175.00/SF x 50%): $7,990.00 Temporary Construction Easement (TCE) containing three pieces as follows: TCE 1 (1,024.93 SF); TCE 2 (162.98 SF); TCE 3 (278.77 SF) TCE Subtotal (1,466.68 SF combined x $175.00/SF x 10% x 12 months): $25,667.00 SCE-9002: APN 112-22-049B – 101 W Jefferson St, Phoenix Water Easement (WE) containing four pieces as follows: WE 1 (75.75 SF); WE 2 (79.77 SF); WE 3 (51.54 SF); WE 4 (69.77 SF) WE Subtotal (276.83 SF combined x $160.00/SF x 50%): $22,146.00 Sewer Easement (115.11 SF x $160.00/SF x 50%): $9,209.00 TCE containing four pieces as follows: TCE 1 (1,811.53 SF); TCE 2 (55.64 SF); TCE 3 (139.83 SF); TCE 4 (785.34 SF) TCE Subtotal (2,792.34 SF combined x $160.00/SF x 10% x 12 months): $44,677.00 TOTAL PURCHASE PRICE: $109,689.00 TERMS AND CONDITIONS 1. Date of Agreement. The date of this Agreement, and the date to be inserted above, shall be the date of execution by Buyer. 2. Completion Date. Subject to the provisions of this Agreement, the completion of the sale transaction contemplated by this Agreement, and the recording of all documents and instruments evidencing same, shall occur on or before April 15, 2021. If the transaction does not close on said date, the Completion Date shall automatically extend and occur on or before the next 60 days, unless cancelled by mutual written or electronic consent of Buyer and Seller. Initials ______ ______ PURCHASE AGREEMENT Page 2 of 4 3. Transactional Fees and Expenses. All lawful fees and expenses incidental to the completion of this transaction shall be paid by Buyer. 4. Terms. Unless provided otherwise in this Agreement, the Total Purchase Price shall be paid to Seller by Buyer on the Completion Date. 5. Non-exclusive Temporary Construction Easement. The total purchase price includes a Temporary Construction Easement (“TCE”) to facilitate Buyer’s project. The TCE shall commence upon written notification of the pending start of construction on each respective assessor parcel, and shall terminate upon Seller’s receipt of written notice from Buyer that construction within the TCE areas on each respective assessor parcel is complete, or construction of the City of Phoenix Project No. PT00321285 is complete, whichever shall occur first. Buyer agrees to provide Seller with written notification of Buyer’s intent to enter the TCE area not less than ten (10) business days prior to the start of construction. Upon completion of construction within the TCE areas, Buyer shall restore, at Buyer’s cost and expense, the TCE areas to a clean and safe condition as nearly as practicable to its condition prior to construction of Buyer’s project. Buyer agrees to reimburse Seller for any damages or injuries which arise from any acts of Buyer, or Buyer’s employees or agents, that occur during the course of Buyer’s use of or presence on the TCE areas. Both TCEs may be extended annually up to a maximum of two (2) additional years at a rate of $70,344.00 per annum. The annual rate will be payable for each year the TCE is extended. A single TCE may be extended annually up to a maximum of two (2) additional years at the respective rates set forth on page one of this Agreement. 6. Grant of Property Rights by Seller. The Property Rights shall be granted by Seller to Buyer via properly executed and acknowledged: (i) Water Easement (2); (ii) Sewer Easement; and (iii) Temporary Construction Easement (2), as of the Completion Date. Further, the Buyer’s payment of the total purchase price and the instruments identified above are expressly conditioned upon Buyers review and approval of any and all matters disclosed in Buyer’s Preliminary Title Report of the Property updated immediately prior to the Completion Date. 7. Condemnation. Buyer is acquiring the Property Rights under threat of condemnation and in lieu of an exercise of eminent domain, not as a voluntary sale in the ordinary course of a negotiated real estate transaction. Further, Buyer’s Total Purchase Price for the Property Rights represents settlement in lieu of condemnation and is not admissible as evidence of value, nor for any other evidentiary purpose, in connection with any judicial or administrative proceeding. 8. Waiver of Damages by Seller. Except for reimbursable damage or injury under Paragraph 6, Seller understands and agrees that the Total Purchase Price represents full and complete compensation to Seller for the interest(s) being acquired by Buyer. 9. Environmental Warranties; Assessments. Seller acknowledges that Buyer, at Buyer’s expense, may secure [a] timely and satisfactory environmental assessment(s) of the property upon which the perpetual easements will be granted (the “Property”) evidencing that the Property is free of contamination that would affect the value of the Property prior to Buyer’s execution of this Agreement. Seller agrees to extend the Completion Date as may be necessary to allow the needed environmental assessment(s). Prior to the Completion Date, Seller agrees to permit Buyer to enter the Property to complete any additional environmental assessment(s) required by Buyer to effect this Agreement. 10. Interpretation. This Agreement shall be interpreted according to Arizona law. 11. Further Documentation. The parties agree in good faith to execute and deliver to the Buyer, without further compensation to Seller, additional instruments or documents as may be necessary or appropriate to effect this Agreement. 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 waiver shall be binding unless executed by the party granting 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 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. Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes and contains 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, written or oral 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. PURCHASE AGREEMENT Page 3 of 4 15. Remedies; Attorneys’ Fees. In the event of a breach of any provision of this Agreement, the non-breaching party shall have all rights and remedies available at law or in equity, including, without limitation, the prevailing party’s recovery of reasonable attorneys’ fees, court costs and other related expenses. 16. Authority. Subject to the provisions of Paragraph 25 of this Agreement, Buyer and Seller each warrant and represent that the person or persons executing this Agreement, and all documents and instruments incident thereto, is/are authorized to do so, and that all requisite approvals have been obtained prior to execution. 17. Execution in Counterparts. This Agreement may be executed simultaneously or in counterparts, each of which counterpart will be deemed an original, but all of which together will constitute one and the same Agreement. Electronic/digital signatures and/or electronically transmitted .pdf files of this Agreement are valid. 18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 19. Notices. All notices and demands to be given hereunder shall be in writing and shall be given by e-mail, personal delivery or by deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier service (e.g., Federal Express, United Parcel Service), addressed as shown above, or to such other address as the parties may designate in writing. Notices shall be deemed effective seventy-two (72) hours after proof of e-mail delivery to the recipient, being deposited in the United States mail or with an overnight courier service, or upon delivery if personally delivered. 20. Buyer’s Agent. Persons acting on behalf of the Buyer Tierra Right of Way Services do not represent Seller and are instead acting as agents exclusively for the Buyer. No agency or fiduciary relationship exists between Buyer’s Agent and Seller. 21. Cancellation; Conflict of Interest. This Agreement is subject to cancellation by Buyer and Seller pursuant to the provisions of Section 38-511, Arizona Revised Statutes. Seller further acknowledges that Seller is not employed by the City of Phoenix, nor currently serving on a board, commission, or committee of the City of Phoenix. 22. Warranties and Representations. Seller warrants and represents, with the understanding Buyer is relying on such warranties and representations, that a) the Property Rights are granted to Buyer “as-is” and subject to the matters shown on the Preliminary Title Report as well as all matters disclosed by a physical inspection of the Property; b) no work has been performed or is in progress on the Property that would give rise to any valid mechanic, materialmen, or other liens against the Property; and c) Seller owns the Property in fee simple absolute and is not prohibited in any way from consummating this agreement. Seller’s warranties and representations shall survive for one (1) year after the Completion Date. Notwithstanding the foregoing, nothing in this Agreement shall be construed as a waiver of any claim or cause of action Buyer may have now or in the future against any prior owner or occupant relating to the owner’s or occupant’s use of or activities on the Property. 23. Final Approval of Agreement by Buyer; Appropriation of Funds. This Agreement is expressly conditioned upon the final approval of Buyer and the appropriation of funds to satisfy the Total Purchase Price and lawful transactional costs and fees by the Phoenix City Council. 24. Rescission. In the event any condition precedent to the completion of this transaction has not occurred, been satisfied, fulfilled, or waived on or before the Completion Date, the aggrieved party may, at its sole discretion, waive the lack of performance in writing to the non-performing party, and direct that the Agreement be terminated and all monies and documents returned to the party submitting same. 25. Possession. Seller shall grant use and occupancy of the Property Rights to Buyer after the Completion Date and receipt of the notice of pending construction as set forth in Paragraph 6 of this Agreement. 26. Captions and Headings. The captions and paragraph 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. PURCHASE AGREEMENT Page 4 of 4 YES NO ADDENDUM TO PURCHASE AGREEMENT IDENTIFYING ADDITIONAL TERMS AND CONDITIONS ATTACHED HERETO AND MADE A PART HEREOF. SELLER: MARICOPA COUNTY, a political subdivision of the State of Arizona __________________________________________ By: Jack Sellers Its: Chairman Date ________________________ APPROVED AS TO FORM: ATTEST: __________________________________________ __________________________________________ By: By: Its: Deputy County Attorney Its: Clerk of the Board of Supervisors Date ________________________ Date ________________________ BUYER: CITY OF PHOENIX, a municipal corporation APPROVED AS TO FORM: ED ZUERCHER, City Manager CRIS MEYER, City Attorney __________________________________________ __________________________________________ By: Jami Spear By: Deryck R. Lavelle Its: Deputy Finance Director Its: Assistant Chief Counsel Date ________________________ Date _________________________ ATTEST: __________________________________________ By: Denise Archibald Its: City Clerk Date ________________________ Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Exhibit A Initials ______ Initials ______ Exhibit A Initials ______ Initials ______