PURCHASE AGREEMENT.PDF

Maricop a County
Department of Transportation
PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
Agreement made on , 20 , by and between:
04, LLC, an Arizona limited liability company, with an address of P.O. Box
7670 Surprise, Arizona, 85374, hereinafter referred to as the Buyer. Buyer was the
successful bidder at public auction held on December 14, 2017 based upon an
Invitation for Public Auction ("Bid Package") dated October 25, 2017.
AND
Maricopa County, a political subdivision of the State of Arizona, with an address
of: do 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 as set forth in the
"Bid Package".

1. PURCHASE PRICE and other Buyer costs. The purchase price or
consideration shall be One Million, Three Hundred and Eighty Thousand Dollars
($1,380,000.00). In addition, Buyer shall pay to the Seller Fee Reimbursements which
includes the full cost of the appraisal in the amount of Seven thousand, five hundred
Dollars ($ 7,500.00), and the sum of three hundred seventy five ($375.00) Dollars
representing one half of the cost of the preliminary title report provided the Buyer prior to
bid.
Total: $1,387,875.00
1.01. Payments. Payment shall be made as follows:
Auction Deposit previously deposited by Buyer at
public auction and now to be held in escrow by the
Escrow Agent (the "Contract Deposit") $138,000.00
Previously deposited appraisal fee reimbursement $7,500.00
Previously deposited title report fee reimbursement $750.00
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 check or bank wire transfer $1,241,625.00
to be paid to Escrow Agent
1.02. Close of Escrow. Close of Escrow shall occur on or before June 12, 2018,
which date shall be referred to as the "Close of Escrow".
1.03. Contract Deposit Escrow. At Close of Escrow Buyer shall be given full
credit against the purchase price for the Auction Deposit. 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 this Agreement shall
be as listed below:
Company: Empire West Title Agency Address: 4808 North 22nd Street
Agent: Sharon Dyke Phone: 602.749.7000
Fax: 602.386.3001 Email: sharond@ewtaz.com
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 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. 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 condition, 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 Buyer's 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 printed exceptions contained
in said policy, current taxes and assessments, and such restrictive covenants of record,
easements, reservations in patents 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 shall first obtain a Right-of-Way Permit from Seller. Any Right-
of-Way Permit issued by Seller to Buyer shall contain a condition allowing a
representative of the Seller to be present at all times Buyer accesses the Property.
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 escrow cancellation charges and the
Contract Deposit 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 and shall forfeit one-half of the Contract Deposit, plus the cost for the appraisal
and one-half of 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. 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` )/0 brokerage
commission will be paid by the Seller at the 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 forth in the Invitation for Public Auction (Bid Package)
who then successfully closes title to the property.

ICI. 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 the Buyer was the successful bidder at public
auction, 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 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
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 sixty (60) days after auction
date. Upon Buyer's execution, this Agreement shall constitute an offer, which if not
accepted by Seller's execution and delivery to Escrow Agent within sixty (60) days
thereafter, shall be deemed to expire and be of no further force or effect, unless extended
or otherwise agreed to by Buyer in writing.

BIDDER: 64,LL-C
BY:
Title: Ake4.141)c_r
Date: IL )i4 0
STATE OF ARIZONA
)ss
COUNTY OF MARICOPA)
Before me, -Pul t'L E. 1._at...ri-nn , Nojy Public in and for said County, State of
Arizona, on this day personally appeared John 5,1 ?--11.3 , 041 , 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 14th day of December,
HOW E. LAWTON
Netary MARICOPA Public - State couNrif &Arizona
My Commission Expires Dec. U. 2019
ACCEPTANCE BY ESCROW AGENT
The Purchase Agreement & Escrow Instructions and Contract Deposit are accepted on
this j day of Li..5)&2 , 20 y . Funds will be deposited into the
escrow account immediately, with escrow opening upon receipt of the fully executed
Agreement.
ESCROW AGENT:
By:
Escrow Officdr

RECOMMENDED FOR APPROVAL:
C. Michelle Colby, SR/WA (_] JOnif)i- r Toth, RE.
Director, Real Estate Department DITer6tor, 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 Supervisors 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
Approved as to form ( Date: tqt,t(77
Deputy Maricopa County Attorney

Parcel No, 503-53-025J, 025G, 025Q, 02613
Project No. 68840
Estrella Road Phase 2
Excess Property
Item No, X-0277-EX
EXHIBIT "A"
LEGAL DESCRIPTION FOR EXCESS LAND SALE
A parcel of land being a portion of the South half of Section 12, Township 4 North, Range 1 West of the Gila
and Salt River Base and Meridian, Maricopa County, Arizona, Said portion recorded in Document number
2004-0020286, and "Record of Survey", Book 994 of Maps, Page 17, M.C.R., Said parcel being more
particularly described as fellows:
COMMENCING at the Southwest corner of said Section 12, front which the South quarter of said Section 12
bears, South 89°55'48" East, a distance of 2637.02 feet; thence from said Southwest corner to the West quarter
corner of said Section 12 ; North 00°04'06" East, a distance of 2640.66 feet to the POINT OF BEGINNING;
thence along the East-West mid-section. line and along the North line of that certain parcel of land described in
said Document 20011-0020286, to the center of said Section 12, South 89'52'32" East, a distance of 2627.19 feet
(South 89°52'49" East, 2627.37 feet, Record); thence continuing along said line, South 89°52'32" East, a
distance of 292.38 feet to a. point on the Westerly right of way line of the "BOB STUMP MEMORIAL
PARKWAY, SR 303L" Project Number 3031, MA 025 1 -15946; thence along said Westerly line, South
23°57'11" West, a distance of 78.08 feet to the beginning of a tangent curve to the right with a radius of 3015,00
feet; thence Southwesterly along the are of said curve, through a central angle of 31"02 151", for an arc distance
of 1633.78 feet; thence leaving said Westerly right of way line and along the South line of said parcel of land
described in Document 2004-0020286, North 89°54'19" West, a distance of 1738.39 feet; thence North
00'04'06" East, a distance of 125,00 feet; thence North 89°54'19" West to a point on the West line of the
Southwest quarter of said Section 12, a distance of 125,00 feet; thence along said West line, North 00'04'06"
East, a distance of 1195.33 feet to the POINT OF BEGINNING.
The above described parcel contains 3,276,139 square feet or 75.2098 acres, more or less.
Page 1 of I
MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION
Prelim: 7-02-2015 Ch gi 045 Appr:
Rev: EXPIRES 12131 /2017
IViaricopa County Public Works - Real Estate Division
GRANTOR DATE
EXHIBIT "A"

Total
—
Excess NOD °04 '06 1E 2640. 66 '
0-5
1 N00 004 106"E 1195. 33 /
Land
4N,1 SEC SW S ,7-- 4N,1 SEC12 W4
Area: 8 9 Radial W COR
W 12 COR ° 3 500°29'03"E
3,276,139 "BOB 0 '5 Brg N0O°04`06"E N89°5419"W
7
"E
Project STUMP 108.18 N89°5419"W
square 4 125.00' 125.00' 503-53-025J, S89°5232E
589°55'48"E No. Basis plc{ East-West
foot 303L MEMORIAL of
or 1738.39'
2637.02' MA Survey 2004-0020286 025G, 2627.19'
75.2098 025 raid-section
PARKWAY, 025Q,
acres I-15946 R= L= line
A=31 0268
SR S2357`11
3015.00' 1633.78' 00251'
54 30312 "W
SEC CEN
COR- 78.08'
1
R= L= 589
3165.00' 3675.16' L=66°31'52' °5232E
E4
EXPIRES COR 292.38'
12/31/2017
PU BLIC WORKS - REAL ESTATE D IVIS ION
ESTRELLA ROAD - PHASE 2 Excess Property
PROJ ECT No, 68840 ITEM No. X-0277-EX DATE 07-02-20 LO RAN AGENT K.A.