PURCHASE AGREEMENT QT.PDF

MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Agreement made on , 20 , by and between:
QUIKTRIP CORPORATION, an Oklahoma corporation, with the address of 4705
South 129th East Avenue, Tulsa, OK 74134, hereinafter referred to as "Buyer", was the
successful bidder at public auction held on August 23, 2018 based upon an invitation for
Public Auction (Bid Package") dated October 8, 2018.
AND
Maricopa County, a political subdivision of the State of Arizona, with the address of:
do 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 described on Exhibit A, declared by the Maricopa County Board of Supervisors
to be excess vacant land by Agenda Item C-64-13-143-M-00, approved on April 24,
2013, 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 as set forth in the
"Bid Package".
1. PURCHASE PRICE AND OTHER BUYER COSTS
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The purchase price or consideration shall be: Two-Hundred, Fifty-Two Thousand
($252,000.00) Dollars. In addition, Buyer shall pay to the 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 $25,200.00
Previously deposited appraisal fee reimbursement $ 2,700.00
Previously deposited title report fee reimbursement $ 750.00
Previously deposited fee reimbursement remainder $ 1,550.00
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.
$225,250.00
1.02. Close of Escrow. Close of Escrow shall occur on or before December
21, 2018, 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.
t03. Contract Credits in Escrow. At Close of Escrow, Buyer shall be given
full credit against the purchase price for the Auction Deposit in the
amount of $25,200.00 and the fee reimbursement remainder in the
amount of $1,550.00. 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.
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: Bianca Gonzales
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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 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
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.
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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.rnaricopa.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 than $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.
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.
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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.
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.
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
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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 1% brokerage
commission will be paid by the Seller at close of escrow to any licensed
Real Estate Broker who is the effective procuring cause of the transaction
provided that the Broker has registered a prospect as set for in the
Invitation for Public Auction (Bid Package) who then successfully closes
title to the property.
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
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
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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
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
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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,
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.
ACCEPTANCE BY ESCROW AGENT
I 1—
The P irch se greement & Escroyy Instructions are accepted on this II day
of Y1- , 20 1 , Escrow will open upon receipt of the fully
executed Agreement.
By:
Page 8 of 11

BIDDER: QuikTrip Corporation, an Oklahoma corporation
By: /
Min D
Title: Real Estate Manager of QuikTrip Corporation
Date: B-12.1-4‹
State of Arizona
)ss
County of Maricopa )
The foregoing instrument was acknowledged before me, Shirley Seeley, Notary Public in and for
said County, State of Arizona on this 23 rd day of August, 2018 by Dustin Daft, Real Estate
Manager of QuikTrip Corporation, an Oklahoma corporation on behalf of QuikTrip Corporation,
an Oklahoma corporation.
My Commission Expires: SHIRLEY Notary Public • J. Store SEELEY ot Nixon*
MARICOPA COUNTY
MY COMMISsithl Expires April 19, 2022
Notary Public (sign'ature)
Page 9 of 11

RECOMMENDED FOR APPROVAL:
C I -
Michelle Colby, SRANA Date
Director, Real Estate Department
Oic )3)2-or,S
JerOfer Toth, RE Date
Director, Maricopa 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 10 of 11

Approved By:
Y171 11
Jason Acorgy Date
Division Re f Manager
QuikTrip Corporation
STATE OF KANSAS
SS.
COUNTY OF )c,\A{Ason
This instrument was acknowledged before me on this Zi .day of August, 2018, by Jason
Acord, as Division Real Estate Manager of QuikTrip Corporation.
?eN'P
Notary Public, ,161Auv n_County, Kansas NOTARY PUBLIC - - State of Kansas
DeANNA PlOPP
My Commission expires: A on ( 202- I My Appt Exp. O1 J2
Approved as to form and within the powers
and authority of the Board of Supervisors
(1 ( i(fri( A
Deputy County Attorney Date
Page 11 of 11

A Portion of Parcel No. 201-21-048A and a Portion that is Not Assessed
Project No. 68840
117TH AVENUE
(From 117th Avenue to Happy Valley Parkway)
Item No. X-0270-EX2
EXI-HBIT "A"
LEGAL DESCRIPTION FOR FEE SIMPLE RIGHT OF WAY
A portion of Government Land Office (GLO) Lot 49 and Lot 50, Section 6, Township 4 North, Range
1 East, Gila and Salt River Meridian, Maricopa County, Arizona, being more particularly described as
follows:
COMMENCING at the West quarter corner of said Section 6;
THENCE South 00004'14" East along the West line of the Southwest Quarter (SW4) of Section 6, a
distance of 1973.32 feet to the Southwest corner of GLO Lot 50;
THENCE North 88°57'25" East along the South line of said GLO Lot 50, a distance of 550.90 feet to
the POINT OF BEGINNING;
THENCE continuing North 88°57'25" East along said South line, a distance of 242.97 feet to the
Southeast corner of said GLO Lot 50;
THENCE North 00 02010" West along the East line of said GLO Lot 50, a distance of 391,43 feet to
the southerly right of way of Happy Valley Parkway;
THENCE South 89'50'30" West along said southerly right of way, a distance of 178.65 feet;
THENCE South 00°10'03" East, a distance of 49.99 feet to the beginning of a tangent curve to the right
with a radius of 975.00 feet;
THENCE southerly, along the are of said curve, through a central angle of 20 044 102 1, for an arc
distance of 352.83 feet to the POINT OF BEGINNING.
The above described parcel contains 77,540 square feet or 1.7801 acres, more or less, and is subject to
all easements of record.
Page 1 of 1
MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION
Prelim: Chk: App r:
Rev: Iv 01/29/2013; Iv 08/14/2018
Maricopa County Real Estate Department
GRANTOR DATE
EXHIBIT "A"

Curve Table
4 ID Radius Delta Length Tangent
Cl 975. 00' 20°44'02" 352.83' 178.36'
C2 900.00' 22°38'17" 355.60' 355.60'
Radial Bearing Table
ID Bearing Radius
RB1 N 69°26'01" W 975. 00 '
RB2 N 67°31'46" W 900.00'
SW 1/4, SEC. 6
T 4N 9 R1E
L/- Happy Valley
Parkway
1
:2 GLO Lot 49 (ol —II
_L
L3
+17 L4
North line of GLO Lot 50J 1 ;
r.. ---.1 I !
APN 201-21-048A I c\i " Area:
ao Lot 50 /I cl 77,540 S.F. or 1.7801 Acres
I 75- u 'X-0270-EX2
1 I
/ L10 1 L11 — Ll -
L8 / / n\ -----_-___?(;), 33' PATENT
- L9 a /. I., /96 P .0. B. EASEMENT
/ ' / -----<'
\ r \Z"
SCALE: Hor: 1"=200 1
Line Table 200 0 200
ID Direction Length
Ll N 88 °57 ' 25" E 242.97' SCALE IN FEET
L2 N 00°20'10" W 391.43'
L3 S 89°50'30" W 178.65'
L4 S 00°10'03" E 49.99'
L5 S 00°04'14" E 1973.32'
L6 N 00°10'03" W 150.00'
L7 S 00°04'14" E 2369.34'
L8 N 88°57'25" E 469.70'
L9 N 88°57'25" E 550.90'
L10 N 88 °57 ' 25 " E 82.51'
L11 N 88°57 ' 25 " E 81.20'
EXHIBIT TO ACCOMPANY LEGAL DESCRIPTION