PURCHASE AGREEMENT.PDF

Project No.: Northern Parkway-TT195
Item No. : D22282-EX
Assessor's Parcel No.: N/A
MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Agreement made on , 20 , by and between
GF PROPERTIES LLC, an Arizona limited liability company, with the address of 9801
N. Litchfield Rd. El Mirage, AZ 85395, hereinafter referred to as "Buyer", the successful
bidder at public auction held on April 10, 2019 based upon an invitation for Public
Auction (Bid Package") dated January 17, 2019;
AND
Maricopa County, a political subdivision of the State of Arizona, with the address of:
c/o Real Estate Department, 2801 W. Durango, Phoenix AZ 85009, hereinafter referred
to as "Seller".
"Agreement" means, when fully executed by Seller and Buyer, this Purchase
Agreement and Escrow Instructions,
WITNESSETH
THAT Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, the
property legally described on Exhibit A attached hereto and made a part hereof,
declared by the Maricopa County Board of Supervisors to be excess vacant land by
Agenda Item C-64-16-1006-M-00, approved on April 20, 2016, hereinafter referred to as
the "Property".
Seller will convey the property to Buyer by Special Warranty Deed as set forth in the
"Bid Package".
Page 1 of 12

1. PURCHASE PRICE AND OTHER BUYER COSTS
The purchase price or consideration shall be: Three-Hundred Thousand
($300,000.00) Dollars. In addition, Buyer shall pay to Seller Fee Reimbursement
which includes the full cost of the appraisal and the cost of the preliminary title
report.
1.01. Payments. Payment shall be made as follows:
Auction Deposit previously deposited by Buyer at
public auction $32,650.00
Previously deposited appraisal fee reimbursement $ 1,900.00
Previously deposited title report fee reimbursement $ 750.00
Previously deposited remainder of fee reimbursement $ 350.00
The balance of the purchase price (plus any
additional taxes, fees or other closing costs) shall
be paid to the Escrow Agent at or before the Close
of Escrow by cash, certified or cashier's check, or
bank wire transfer to be paid to Escrow Agent.
$267,000.00
1.02. Close of Escrow. Close of Escrow shall occur on or before August 2,
2019, which date shall be referred as the "Close of Escrow". Escrow may
be extended up to 60 days at the discretion of the Director of Maricopa
County Real Estate Department.
1.03. Contract Deposit Escrow. At Close of Escrow, Buyer shall be given full
credit against the purchase price for the Auction Deposit in the amount
of $32,650.00 and the fee reimbursement remainder in the amount of
$350.00. In Addition, the Buyer shall receive a credit from the Seller for
the amount of Three hundred seventy-five ($375.00) Dollars which
represents one-half of the cost of the preliminary title report.
1.04. Escrow Agent.
Page 2 of 12

a) The escrow agent ("Escrow Agent") referred to in the Agreement shall
be as listed below:
Company: Security Title Agency, Inc.
Address: 4722 N. 24th St. Ste 200, Phoenix, AZ
Escrow Officer: Victoria Smith
b) The Escrow Officer 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 subject property.
b) Seller 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. Within the Bid Package, the Seller has provided
to Buyer, at Buyer'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 conditions, 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 Buyers
option, 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
Page 3 of 12

Property is subject only to the regular covenants of record, easements,
reservations in patent 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 shall not access the Property prior to Close of
Escrow unless Buyer agrees to and is in compliance with 4.01 through 4.06 herein.
4.01. Buyer's Right of Entry
Upon full execution of the Agreement, Buyer and its agents or assigns,
shall have the right to enter the Property, at their sole cost and expense,
for the purposes of conducting a non-invasive site inspection and/or a
Phase 1 environmental assessment. Seller has no obligation to cure or
remove any matter found as a result of the Buyer's due diligence
investigations.
4.02. Notification of Entry
Buyer must notify Seller of any dates Buyer will be on the Property to
provide Seller with the opportunity to be present (if so desired) at all time
Buyer accesses the Property. Contact for Seller for this purpose is
Shirley Seeley at ShirleySeeley@mail.maricopa.gov or (602) 506-4648
OR Steven Warburton at StevenWarburton@mail.maricopa.gov or (602)
506-4746.
4.03. Insurance
If Buyer choses to enter the property for the purposes of conducting non-
invasive due diligence inspections contemplated above, Buyer shall
obtain and keep in force during the term of 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 and workers' compensation with limits
not less that $2,000,000 for each accident, 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 on
insurance required pursuant to this section, as well as the deductibles.
Page 4 of 12

4.04. Reports
Seller shall be named as a party authorized to view and rely on the
results of any report(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.
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) (herein 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 officer, officials, agents,
employees, or contractors.
5. BUYER'S REPRESENTATIONS AND AGREEMENTS.
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. 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.
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.
Page 5 of 12

b) Such other documents as shall be reasonably required by Escrow
Agent as a condition to insuring title to the Property.
c) If applicable, an Affidavit of Disclosure.
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, Seller shall be liable for all customary escrow
cancellation charges and the Auction Deposit shall be returned to
Buyer. Such payments will be 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 Seller for (a)
specific performance, or (b) damages.
b) In the event Buyer fails to close this transaction, other than due to the
default of Seller, Buyer shall be liable for all customary escrow
cancellation charges and shall forfeit one-half of the Contract Deposit,
plus the cost of the appraisal and the cost of the preliminary title report,
and such charges shall be Seller's sole and exclusive remedy. Seller
hereby waives and releases any right to (and hereby covenants that
Seller shall not) sue Buyer for (a) specific performance, or (b)
damages. Additionally, upon default, Buyer acknowledges that Seller
may then offer to sell the Property to the second highest bidder at the
price bid by the second highest bidder, under the terms set for in the
Bid Package. Buyer further acknowledges that only upon successful
close of escrow with the "subsequent buyer" is Buyer entitled to a full
refund of the Fee Reimbursements.
8. "AS IS, WHERE IS." This sale is in a strict "AS IS, WHERE IS" condition, as
set forth in the "Bid Package"
9. BROKER. The parties represent each to the other that a Real Estate Broker
is not 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 or by facsimile transmissions provided
confirmation of the completed transmission shall be retained. All such notices
Page 6 of 12

shall be addressed to the parties at the addresses noted herein above. 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
written consent of Seller. Because Buyer was the successful bidder at public
auction, Seller has absolute discretion whether to consent to or deny any
proposed assignment.
12. GENERAL PROVISIONS:
a) Date of Agreement. The date of this Agreement for all purposes where
such date is referenced herein shall be the date on which The
Maricopa County Board of Supervisors signs this Agreement, which
date shall be inserted at the top of the first page hereof.
b) Counterparts. 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.
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
Page 7 of 12

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 15 days
after approval by the Maricopa County Board of Supervisors. Upon
Buyer's execution, this Agreement shall constitute an offer, which if not
accepted by Seller's execution and delivery to Escrow Agent within 15
days after Board approval, shall be deemed to expire and be of no
further force or effect, unless extended or otherwise agreed to by
Buyer in writing.
Page 8 of 12

BIDDER: GF/ROPESTIES, LLC, an Arizona limited liability company
By: (
Santiago G
Title: Manager
Date: -/ ---
STATE OF ARIZONA
)ss
COUNTY OF MARICOPA)
Before me, Shfet,, , Notary Public in and for said County,
State of Arizona, on t1-0 day personall ppeared - d73•71- az, /62.
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 /0 day of 4eri f
My Commission Expires 2-/-(q-(Qa
14tary CN(`:fg-ndire)
SHIRLEY Notary Public - State SEELEY &Arizona
My COmmission MARICOPA Expires COUNTY April 19, 2022
Page 9 of 12

ACCEPTANCE BY ESCROW AGENT
The Purchase Agreement & Escrow Instructions are accepted on this \ 1, -T1A day
of iv t\t„ , 20 VA , Escrow will open upon receipt of the fully
executed Aw ieement,
Page 10 of 12

RECOMMENDED FOR APPROVAL:
CALn 14-14
Michile Colby, SR/WA Date
Director, Real Estate Department
. r\C- 0‘17.-7_12,5
Jennif th, P.E ate
Direc or, aricopa County Department of Transportation
ACCEPTED AND APPROVED
MARICOPA COUNTY BOARD OF SUPERVISORS
By:
Chairman of the Board
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 Political Subdivision described in the foregoing instrument.
Given under my hand and seal of the office this day of , 20
My Commission Expires
Notary Public (signature)
Page 11 of 12

Approved as to form and within the powers
and uthority of the Board of Supervisors
Deputy County Attorney Date
Page 12 of 12

Parcel No. 501-47-Unassessed (formerly 006E, 007D)
Project No. TT 195
Northern Avenue Parkway
(Sarival Avenue to Dysart Road)
Item No. D22282-EX
LEGAL DESCRIPTION
A parcel of land in the West half of Section 34, Township 3 North, Range 1 West of the Gila and Salt
River Base and Meridian, and being more particularly described as follows:
Commencing at the South Quarter corner of said Section 34, being a MCHD brass cap in handhole,
from which the Southwest corner of said Section 34, a MCHD brass cap in handhole, bears North
89°13'07" West, for a distance of 2629.33 feet;
thence North 00°03'05" East along the North-South Mid-Section line, for a distance of 601.72 feet to
the Point of Beginning;
thence continuing along said Mid-Section line North 00°03'05" East, for a distance of 2026.30 feet to
the center of said Section 34;
thence continuing along said Mid-Section line North 00°08'29" East, for a distance of 82.45 feet;
thence departing said Mid-Section line North 89 035'38" West, for a distance of 661.00 feet;
thence South 00°39'51" East, for a distance of 1004.56 feet;
thence South 89°25'16" East, for a distance of 520.54 feet;
thence South 00 00305" West, for a distance of 367.33 feet;
thence South 60°58'39" East, for a distance of 88.92 feet;
thence South 00°03'05" West, for a distance of 653.61 feet to the beginning of a non-tangent curve
concave to the northeast having a radius of 2450.00 feet, and to which point a radial line bears South
39°08'38" West;
thence southeasterly along the arc of said curve having a central angle of 01°2928", for an arc distance
of 63.76 feet to the Point of Beginning.
Said parcel contains an area of 742,480 square feet or 17.0450 acres, more or less.
MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION
Prelim: 04-06-2018 LV Chk: Appr:
Rev:
Maricopa County Public Works - Real Estate Department EXPIRES 12 / 31 / 2020
GRANTOR DATE
EXHIBIT "A"
Page 1 of 1

(L3 CENTER
L4 SEC 34
501-47-007D T3N, R1W
fc
Not to Scale
D22282-EX
501-47-NOT ASSESSED
501-47-007D
NO. BEARING LENGTH
L1 N 00°03'05" E 601.72' L6
L2 N 00°03'05" E 2026.30'
L3 N 00°08'29" E 82.45'
L4 N 89°35'38" W 661.00'
L5 S 00°39'51" E 1004.56'
L6 S 89°25'16" E 520.54'
L7 S 00°03'05" W 367.33' L8
L8 S 60°58'39" E 88.92'
L9 S 00°03'05" W 653.61'
NO. RADIUS DELTA LENGTH TANGENT
Cl 2450.00' 01°29'28" 63.76' 31.88'
Cl
50'
_if
NORTHERN AVENUE
N 89°1307" W 2629.33'
SW COR S4 COR
SEC 34 SEC 34
T3N, R1W T3N, R1W
D22282-EX: 742,480 SF 17.0450 AC EXPIRES 12 /31 /2020
MARICOPA COUNTY
NORTHERN AVENUE PARKWAY - SARIVAL AVENUE TO DYSART ROAD
PROJECT No, TT195 ITEM No. D22282-EX DATE 04/06/2018 MARICOPA COUNTY R/W AGENT S.S.