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PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS C-78-___-___-__-00 This Agreement is entered into by and between MARICOPA COUNTY, a political subdivision of the State of Arizona (hereinafter Seller), and the CITY OF AVONDALE, an Arizona municipal corporation (hereinafter Buyer). Agreement means, when fully executed by Seller and Buyer, this Purchase Agreement and Escrow Instructions (hereinafter Agreement), WITNESSED THAT Seller agrees to sell to Buyer and the Buyer agrees to purchase from Seller, the property described and depicted on Exhibit A (hereinafter Property). Seller will convey the Property to Buyer via a duly executed Special Warranty Deed, the form of which is attached hereto and made a part hereof as Exhibit B. 1. PURCHASE PRICE. The purchase price for the Property is one million, one hundred and fifty thousand ($1,150,000.00) dollars and shall be paid by the Buyer to the Seller on or before the close of escrow. 1.01. Escrow Agent. a) The escrow agent (hereinafter Escrow Agent) referred to in this Agreement is listed below: Company: Security Title Agency Address: 4722 North 24th St., Ste 200 Agent: Victoria Smith Phoenix, Arizona 85016 Phone: (602) 230-6246 Fax: (602) 926-0452 Email: vsmith@securitytitle.com b) This Agreement will also constitute escrow instructions to Escrow Agent. 1.02. Escrow Opening Date. The Escrow Opening Date shall be the date of delivery to Escrow Agent of [a] fully executed and conformed original(s) or counterpart original(s) of this Agreement. 1.03. Close of Escrow. Close of Escrow shall occur no later than one hundred twenty (120) 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. Page 1 of 14 1.04. Title Insurance; Closing Costs and Prorations. a) Escrow Agent shall issue or cause to be issued a standard coverage owner’s policy of title insurance in the amount of the purchase price and naming Buyer as the insured. Seller agrees that the cost of the standard coverage owner’s title policy, including but not limited to any real property taxes and assessments due (if any) on the Property, shall be deducted from Seller’s proceeds at Close of Escrow. 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. b) All of the above-referenced costs that are the responsibility of the Buyer shall be paid into escrow on or before the Close of Escrow in addition to the purchase price. All costs that are the responsibility of the Seller as referenced above shall be paid from the Seller’s proceeds at Close of Escrow. 1.05. Brokerage Commission. The Buyer and Seller hereby agree that they have represented themselves in this transaction and no real estate broker, agent, or agency was contacted to market and/or sell the Property, nor was any real estate broker, agent, or agency responsible for negotiating the terms of this Agreement. If any real estate broker, agent, or agency should make a claim for commission(s), the party whose action led 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. This indemnity shall survive termination of this Agreement and the Close of Escrow. 1.06. Closing Documents. On or before the Close of Escrow, Seller shall deliver to Escrow Agent: 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, the form of which is attached hereto and made a part hereof as Exhibit B. b) Such other documents as shall be reasonably required by Buyer and/or Escrow Agent as a condition to insuring title to the Property. 2. TITLE COMMITMENT. 2.01. 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 (hereinafter 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. 2.02. Title Objections; 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 Page 2 of 14 or effort in order to fulfill any condition, nor shall Buyer otherwise have any right or action against Seller in respect thereof. At the Buyer's option, the Buyer may procure an extended coverage title insurance policy, if available, 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. 3. SELLER'S REPRESENTATIONS. 3.01. Seller owns the Property in fee simple, and has full power and authority to execute this Agreement and to consummate the transaction contemplated herein. 3.02. Seller represents that there is no pending or threatened condemnation proceeding affecting any part of the Property, and Seller has not received any notice of any such proceeding and has no knowledge that any such proceeding is contemplated. 3.03. Seller represents that there are no parties in adverse possession of the Property; there are no parties in possession of the Property except Seller; and no party has been granted any license, lease, or other right relating to the use of possession of the Property. Seller has not granted any rights of first refusal or options to purchase the Property to any other third party. 3.04. Seller makes no representations whatsoever regarding conditions or features of the subject property. 3.05. Seller further makes no representation as to zoning, access, availability of utilities, or development potential of the site. 3.06. 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 (if any) as required by law. 3.07. Upon full execution of this Agreement, Seller agrees that it will not at any time prior to Close of Escrow, grant to any party any interest in the Property or voluntarily encumber the Property. 3.08. After this Agreement is fully executed, Seller agrees to continue to maintain the Property through Close of Escrow in the same condition the Property exists at the execution of this Agreement, general wear and tear excepted. All representations and warranties contained in this Agreement are true on and as of the Escrow Opening Date, and will be true on and as of the Close of Escrow. Page 3 of 14 4. ACCESS TO PROPERTY. 4.01. Buyer’s Investigations; Right of Entry. Upon full execution of this Agreement, and ending at 5 p.m. on the thirtieth (30th) day following the Escrow Opening Date (hereinafter Inspection Period), Buyer, and its agents or assigns, shall have the right to enter the Property, via a separate right of entry, at their sole cost and expense, for the purposes of completing such investigations, surveys and physical inspections of the Property, including but not limited to a Phase I environmental site assessment, and if necessary, a Phase II environmental site assessment (hereinafter Buyer Investigations), as Buyer deems necessary to assure Buyer that the Property is suitable for Buyer’s intended purposes and that no hazardous wastes or substances are located on or under the Property. If the Buyer Investigations are not acceptable to Buyer, in Buyer’s sole discretion, Buyer may deliver written notice terminating this Agreement to Seller and Escrow Agent on or before the end of the Inspection Period. If Buyer timely delivers a written termination notice, this Agreement and the related escrow will be deemed immediately cancelled. Seller has no obligation to cure or remove any matter found as a result of the Buyer Investigations. Buyer’s obligation to purchase the Property is conditioned on Buyer obtaining approval from the Buyer’s City Council to proceed with the contemplated purchase of the Property. 4.02. Appraisal. Seller will delivered to Buyer a copy of the existing appraisal relating to the Property. The appraisal: (1) has been provided by others to Seller; (2) has not been prepared by or verified by Seller; (3) is provided simply as an accommodation to Buyer; and (4) Seller makes no representations or warranties as to its accuracy or completeness. 4.03. Insurance. The parties acknowledge and agree that both Buyer and Seller are self- insured. If Buyer chooses to enter the Property for the purposes of conducting the Buyer Investigations contemplated above, Buyer and/or Buyer’s contractors shall obtain and keep in force during the term of the entry, a commercial general liability insurance policy with a combined single limit of not less than $2,000,000 covering single limit coverage per occurrence for bodily injury, personal injury and property damage and workers’ compensation with limits not less than $2,000,000 for each accident, $2,000,000 disease for each employee, and $2,000,000 disease policy limit. All policies of insurance required to be provided hereunder by Buyer shall be issued by insurer(s) licensed and qualified to do business in the State of Arizona, with a current A.M. Best Company rating of at least B++VII. Prior to entry, Buyer shall deliver to Seller certificates of insurance, evidencing the existence and amounts of the policies of insurance required pursuant to this section, as well as the deductibles. 4.04. Reports. Seller shall be named as a party authorized to view and rely on the results of any reports(s) produced by or on behalf of Buyer as a result of Buyer Investigations contemplated above and shall be provided with a copy of any such reports at Buyer’s expense. 4.05. Damages. Buyer shall be solely responsible for any damage Buyer causes to the Property prior to the Close of Escrow. Page 4 of 14 4.06. Claims arising out of entry. To the extent not prohibited by law, Buyer, and its agents or assigns, agree to indemnify, defend, and hold harmless the Seller, as indemnitee, from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as Claims) arising out of Buyer’s or its officers, officials, agents, employees, or contractors entry on to the Property for the purposes of conducting the investigations, surveys, and inspections contemplated above but only to the extent that such Claims are caused by the act, omission, negligence, misconduct, or other fault of the Buyer and its officers, officials, agents, employees, or contractors. 5. BUYER'S REPRESENTATIONS. 5.01. Buyer represents that it has full power and authority to enter into this Agreement and to consummate all of the transactions hereby contemplated and agrees that simultaneous with execution of this Agreement, Buyer shall provide proof that the person who executed this Agreement on behalf of Buyer has the legal authority to bind Buyer. 5.02. Buyer represents that neither the execution of this Agreement nor the performance by Buyer of its obligations under this Agreement will result in any breach or violation of the terms of any law, rule, ordinance or regulation. There are no consents, waivers, authorizations or approvals from any third party necessary to be obtained by Buyer in order to carry out the transactions contemplated by this Agreement. 6. RISK OF LOSS. Except as otherwise provided in this Agreement, all risk of loss related to ownership and possession of the Property, including liability to third persons, shall be the responsibility of the Seller until the title and possession of the Property passes to the Buyer at Close of Escrow. Seller shall indemnify and hold Buyer harmless for all such loss, damage, liability, fees or costs of any kind whatsoever, except those caused by the Buyer. This indemnity shall survive termination of this Agreement. If any loss, damage, or taking occurs prior to Close of Escrow of the Property (other than loss or damage caused by the Buyer) that renders the Property unusable or ill-suited (as determined by Buyer in its sole, but reasonable, discretion) for Buyer’s intended use, Buyer, at Buyer’s sole option and by written notice to Seller and Escrow Agent, will be entitled to cancel this Agreement and the related escrow. Upon Buyer’s cancellation of this Agreement under the preceding sentence, the cancellation will be immediate and neither Seller nor Buyer will have any further obligation or responsibility to the other to perform under this Agreement, except as otherwise provided in this Agreement. 7. ENVIRONMENTAL LIABILITY. To the best of Seller’s knowledge no hazardous substances or wastes or petroleum products have been located on the Property, and Seller has received no notice of any violations of any local, state or federal statutes or laws governing the generation, treatment, storage, disposal or clean-up of hazardous substances. To the best of Seller’s knowledge, there are no underground storage tanks on the Property. 8. ASSIGNABILITY. Neither the Seller nor the Buyer may assign any of its rights or obligations under this Agreement without the other party’s advance written consent. This Agreement shall be binding upon Seller and Buyer and their respective successors and assigns. Page 5 of 14 9. BREACH OF AGREEMENT, DAMAGES. 9.01. 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, and if Seller fails to cure the breach or default within thirty (30) business days after receipt of written notice from Buyer specifying the breach or default, then the Seller shall be liable for all customary escrow cancellation charges. Such payment will be the Buyer's sole and exclusive remedy in the event of default 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. 9.02. In the event of (i) the breach or non-performance of this Agreement by Buyer, or (ii) Buyer fails to close this transaction, other than due to the default of the Seller, and if Buyer fails to cure the breach or failure within thirty (30) business days after receipt of written notice from Seller specifying the default, the Buyer shall be liable for all customary escrow cancellation charges. Such payment will be the Seller’s sole and exclusive remedy in the event of default by Buyer. 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. 10. “AS-IS, WHERE IS”. At Close of Escrow, the Property will be conveyed to the Buyer by Seller in a strict “as is, where is” condition. Seller has made no representations or warranties regarding the condition of the Property other than as set forth in this document and Buyer does not and may not rely upon any representation or warranty that is not set forth in writing in this Agreement or in the Special Warranty Deed. 11. NOTICES. No notices, waiver or other communication under this Agreement shall be effective unless in writing and personally served, or 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 addresses noted below. If personally served or sent via commercial delivery service, any such notice shall be deemed given at the time of such service or, if by mail, two (2) days following the depositing of the same in a post office box regularly maintained by the United States Postal Service. SELLER: BUYER: Maricopa County City of Avondale Attn: Director, Real Estate Department City Manager 2801 W. Durango Street 11465 Civic Center Drive Phoenix, AZ 85009 Avondale, AZ 85323 12. GENERAL PROVISIONS. 12.01. Date of Agreement. The date of this Agreement for all purposes where such date is referenced herein shall be the date last signed on the signature pages that follow. Page 6 of 14 12.02. 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. 12.03. Authority to Execute. The Seller and Buyer both acknowledge that the persons whose signatures appear below have appropriate authority to execute this Agreement on behalf of the Seller and Buyer. 12.04. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto are upon the same instrument. 12.05. Attorney Fees. If there is any litigation or arbitration between Seller and Buyer to enforce or interpret any provisions or rights of this Agreement, the unsuccessful party in the litigation or arbitration, as determined by the court or arbitrator, agrees to pay the successful party, as determined by the court or arbitrator, all costs, reasonable legal fees, and expenses (through trial and appeal), including, but not limited to, reasonable attorney fees incurred by the successful party in a reasonable amount. 12.06. 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. 12.07. Conflict of Interest. This Agreement is subject to A.R.S. 38-511 and may be canceled pursuant thereto. 12.08. 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. 12.09. Ambiguity. This Agreement was drafted by the Seller with the assistance of their attorneys. Neither the Seller nor its attorneys have rendered legal or other advice to the Buyer regarding sale of the Property or the specific terms of this Agreement. Buyer is aware of its right to obtain independent professional and/or legal assistance with this Agreement and, upon signing of the Agreement, represents that they have taken all steps they deem necessary (including but not limited to, seeking the advice of professionals and/or attorneys) to assist them with this transaction. Consequently, any ambiguity in this Agreement shall not be construed against either party. 12.10. Governing Law. This Agreement shall be deemed to be made under, and shall be construed in accordance with and shall be governed, interpreted and regulated 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 or in the United Page 7 of 14 States District Court for the District of Arizona, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said Court. 12.11. Statutory Authority. The Property is being sold to Buyer in compliance with A.R.S. 11-251(9) with unanimous consent of Seller’s Board of Supervisors. 12.12. Time is of the Essence. Other than where this Agreement provides for a period of cure, time is of the essence in the performance of all obligations under this Agreement. If the time for performance of any obligation or for taking any action under the Agreement expires on a Saturday, Sunday, or legal holiday, the time for performance or for taking action will be extended to the next succeeding day which is not a Saturday, Sunday, or legal holiday and during which Escrow Agent is open for business. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 8 of 14 Accepted and executed this _____ day of ____________, 20___. BUYER: SELLER: CITY OF AVONDALE, MARICOPA COUNTY, an Arizona municipal corporation a political subdivision of the State of Arizona By: _________________________________ By:_______________________________ Charles A. Montoya, Bill Gates Avondale City Manager Chairman of the Board of Supervisors Date: _____________________________ Date: ____________________________ ATTEST: _____________________________________ ____________________________________ City Clerk Clerk of the Board Date APPROVED AS TO FORM: APPROVED AS TO FORM: __________________________________ ___________________________________ Attorney Date Deputy County Attorney Date ACCEPTANCE BY ESCROW AGENT The Purchase Agreement & Escrow Instructions are accepted on this _______ day of __________________, 20__. ESCROW AGENT: SECURITY TITLE AGENCY By: _____________________________________ Victoria Smith, Escrow Agent Page 9 of 14 EXHIBIT A Attached to Purchase Agreement & Escrow Instructions A portion of the Northwest quarter (NW1/4) of Section 7, Township 1 North, Range 1 East, of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more particularly described as follows: Lot 8, AVONDALE CIVIC CENTER, according to Book 642 of Maps, Page 7 and Certificate of Correction recorded in Recording No. 2004-0119395, records of Maricopa County, Arizona. Page 10 of 14 EXHIBIT B Attached to Purchase Agreement & Escrow Instructions FORM OF SPECIAL WARRANTY DEED WHEN RECORDED RETURN TO: City of Avondale Attention: City Manager 11465 West Civic Center Drive Avondale, AZ 85323 EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3) C-XX-XX-XXX-X-00 SPECIAL WARRANTY DEED This Special Warranty Deed is made on the _____ day of ___________________________, 20___ by MARICOPA COUNTY a political subdivision of the State of Arizona (GRANTOR), to the CITY OF AVONDALE, an Arizona municipal corporation (GRANTEE). Witness that GRANTOR, for good and valuable consideration, receipt of which is acknowledged, hereby grants and conveys to GRANTEE the following real property situated in Maricopa County, Arizona: SEE ATTACHED EXHIBIT “A” HERETO AND BY REFERENCE MADE A PART HEREOF SUBJECT TO current real property taxes, zoning and other governmental restrictions, and all covenants, conditions, restrictions, easements, rights-of-way, and other matters of record or matters that could be disclosed by a visual inspection or accurate survey of the real property. GRANTOR warrants the title against all acts of the Grantor herein and no other. The Property is being conveyed to GRANTEE in an “AS IS, WHERE IS” condition in compliance with A.R.S. 11-251(9) with unanimous consent of GRANTOR’S Board of Supervisors. No other covenants or warranties, express or implied, are given by this Special Warranty Deed. Page 11 of 14 IN WITNESS WHEREOF, GRANTOR has set its hand and seal the day and year first above written. GRANTOR MARICOPA COUNTY, a political subdivision of the State of Arizona By_________________________________ Bill Gates Chairman of the Board of Supervisors APPROVED AS TO FORM: By_________________________________ Deputy County Attorney Date STATE OF ARIZONA ) ) COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this ___ day of __________________, 20__, by Bill Gates, the Chairman of the Board of Supervisors, on behalf of Maricopa County, Arizona. (SEAL and Expiration Date) ____________________________________ Notary Public Page 12 of 14 GRANTEE ACCEPTANCE: CITY OF AVONDALE, an Arizona municipal corporation By_________________________________ Charles A. Montoya, Avondale City Manager APPROVED AS TO FORM: By___________________________________ City Attorney Date STATE OF ARIZONA ) ) COUNTY OF MARICOPA ) On ______________________, 2019, before me personally appeared Charles A. Montoya, the City Manager of the CITY OF AVONDALE, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document on behalf of the City of Avondale. (SEAL and Expiration Date) ____________________________________ Notary Public Page 13 of 14 EXHIBIT “A” Attached to Special Warranty Deed LEGAL DESCRIPTION A portion of the Northwest quarter (NW1/4) of Section 7, Township 1 North, Range 1 East, of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more particularly described as follows: Lot 8, AVONDALE CIVIC CENTER, according to Book 642 of Maps, Page 7 and Certificate of Correction recorded in Recording No. 2004-0119395, records of Maricopa County, Arizona. Page 14 of 14