F. X-0261-EX.PDF

Project: 68840/Estrella Roadway, Phase II
MCDOT Item No. X-0261-EX
MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Agreement made on , 20 , by and between:
The City of Peoria, a municipal corporation of the State of Arizona, with the address of
9875 N. 85th Avenue, Peoria, AZ 85345, hereinafter referred to as the Buyer.
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, hereinafter referred to as
the 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 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 by Agenda Item C-64-07-280-0-00, approved on
July 25, 2007, 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.
Page 1 of 11

1. PURCHASE PRICE AND OTHER BUYER COSTS
The purchase price or consideration shall be: Thirty-Three Thousand
($33,000.00) 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
provided by Buyer prior to bid.
1.01. Payments. Payment shall be made as follows:
Previously deposited appraisal fee reimbursement $ 1,900.00
Previously deposited title report fee reimbursement $ 750.00
Previously deposited fee reimbursement remainder $ 2,350.00
The balance of the purchase price (plus any
additional taxes, fees or other closing costs) shall
be paid at or before the Close of Escrow by cash,
certified check, cashier's or bank wire transfer to be
paid to Escrow Agent.
$30,650.00
1.02. Close of Escrow. Close of Escrow shall occur on or before October 31,
2018, which date shall be referred to as the "Close of Escrow". At the
discretion of the Director of Maricopa County Real Estate Department,
escrow may be extended by not more than 60 days.
1.03. Contract Credits Escrow. At Close of Escrow, Buyer shall be given full
credit against the purchase price for the fee reimbursement remainder in
the amount of Two-Thousand, Three-Hundred Fifty ($2,350.00)
Dollars. In addition, the Buyer shall receive a credit from the Seller for the
sum of Three Hundred Seventy-Five ($375.00) Dollars representing
one-half of the cost of the preliminary title report.
1.04. Escrow Agent.
a) The escrow agent ("Escrow Agent") referred to in the Agreement shall
be as listed below:
Company: Security Title Agency
Address: 4722 N. 24th St. Ste. 200, Phoenix, AZ 85016
Agent: Bianca Gonzales
b) The Escrow Agent shall deliver the escrow funds in accordance with
this Agreement.
Page 2 of 10

2. SELLER'S REPRESENTATIONS
a) Seller makes no representations whatsoever regarding conditions or
features of the subject property.
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 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.
Page 3 of 10

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.maricopagov 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.
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.
Page 4 of 10

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
hereunder by Seller, then the Seller shall be liable for all customary
Page 5 of 10

escrow cancellation charges and the remainder of the fee
reimbursement shall be returned to the Buyer. Such payments 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.
b) In the event Buyer fails to close this transaction, other than due to the
default of the Seller, the Buyer shall be liable for all customary escrow
cancellation charges, plus the cost for the appraisal and the cost of the
preliminary title report, and such charges shall be the Seller's sole and
exclusive remedy. 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.
8. "AS IS, WHERE IS." This sale is in a strict "AS IS, WHERE IS" condition.
9. BROKER. The parties represent each to the other that not a 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 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. The within Agreement may not be assigned by Buyer
without the written consent of the Seller. Because this is a direct sale to the City
of Peoria, a municipal corporation of the State of Arizona as provided for in
A.R.S. '11-251 (9), the Seller has the 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
Page 6 of 10

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.
9) 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.
Page 7 of 10

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 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 10

BUYER:
CITY OF PEORIA, a municipal corporation
Date: e,...P9-\e_AiNc\Y)e-( '41a
Rhonda Geriminsky,
STATE OF ARIZONA )
)ss
COUNTY OF MARICOPA
6crhe L.Treo\c,
This instrument was c nowledged Wore me this U*- day of tpktm6.c..,e_
2018 by Jeff Tyne, City Manager and Rhonda Geriminsky, City Clerk, respectively, of
the City of Peoria, a municipal corporation, they being thereunto duly authorized.
My Commission Expiresc)
Notary Public (signature)
APPROVED AS TO FORM:
MARCELLA CARRILLO
Notary Public - Stale of Arizona
MAR1COPA COUNTY
My Commission Expires
September 05, 2021
essa P. Hickman, City Attorney
Page 9 of 10

RECOMMENDED FOR APPROVAL:
Michelle Colby, SR/WA
Director, Real Estate Department
Dc) Zo I 1?)
, P.E ate
ricopa 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)
Approved as to form and within the powers
and authority of the Board of Supervisors
• J./
(41
Deputy County Attorney
Page 10 of 10

EXHIBIT A
LEGAL DESCRIPTION
A portion of the Southeast quarter of Section 5, Township 4 North, Range 1 East of the Gila and Salt
River Base and Meridian, Maricopa County, Arizona, being more particularly described as follows:
BEGINNING at a point on the South line of said Section 5, point also being the Southeast corner of
the Parcel shown in Book 985, Page 38, records of Maricopa County, thence South 89°48'32" West,
along the South line of said Parcel, a distance of 91.56 feet;
Thence departing said South line, North 00 0 1128" West, a distance of 299.01 feet to a point on the
North line of said Parcel, point also being on the South right of way line of Happy Valley Road;
Thence South 62°57'20" East, along said North line, a distance of 59.46 feet to the Northeast corner
of said parcel;
Thence South 27°02'37" West, along the East property line of said parcel, a distance of 80.10 feet;
Thence South 62°57'23" East, continuing along said East property line, a distance of 84.29 feet;
Thence South 00°19'58" East along said East property line, a distance of 162.00 feet to the POINT
OF BEGINNING -
Containing 20,050.61 square feet or 0.46 acres more or less.
Page 1 of 1
Title: Happy Valley Road
APN 201-17-0021
Right-of-Way Acquisition
Preparing Firm: TRACE Consulting, LLC
Address: 1201 E. Jefferson St, Suite 3, Phoenix, AZ 85034
\.F:hone: (602) 680-8264

NOT TO SCALE
NO°11'28"W
299.01 1
S019 158”E
162.00'
APN 201 —17-002T
POINT OF BEGINNING
SOUTHEAST CORNER
PARCEL, BOOK 985, PAGE 38
HAPPY VALLEY -RD S89 48'32"W
91.56'
SOUTH LINE
SECTION 5
Title: Happy Valley Road
APN 201-17-0021
Right-of-Way Acquisition
L..., Preparing Firm: TRACE Consulting, LLC
Address: 1201 E. Jefferson St., Suite 3, Phoenix, AZ 85034
Phone: (602) 680-8264