PA - PHOENIX IDA - 1825 E ROOSEVELT STREET_090817 FINAL.DOCX
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PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS C-XX-18-XXX-X-00 This Agreement is entered into by and between MARICOPA COUNTY, a political subdivision of the State of Arizona (hereinafter Seller), and THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA, a nonprofit corporation designated a political subdivision of the State of Arizona, which was incorporated with the approval of the City of Phoenix pursuant to the provisions of the Constitution of the State of Arizona and under Title 35, Chapter 5, Arizona Revised Statutes, as amended (hereinafter Buyer). 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 and commonly referred to as 1825 E. Roosevelt Street, Phoenix, Arizona, 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. The Property includes all easements, licenses, interests, rights, privileges, and appurtenances held by Seller as of the Close of Escrow (defined below) that in any way benefit the Property or relate to the ownership of the Property, if any, including, without limitation: (i) any and all mineral, water, and irrigation rights running with or pertaining to the Property; (ii) all of Seller’s interest in any road, street, or alleyway adjoining the Property; (iii) any rights or interests that may accrue to the benefit of Seller or the land as a result of the abandonment of any road, street, or alleyway adjoining the Property, (iv) any and all buildings, trade fixtures, equipment, and improvements, if any, that may be located on the Property; (v) any and all replacements, renewals, substitutions, and additions of or to the Property that may be made or acquired after the Escrow Opening Date; and (vi) all transferable permits, licenses, warranties, and entitlements applicable to the 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 four hundred eighty thousand ($480,000.00) 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: Jason Bryant Phoenix, Arizona 85016 Phone: (602) 230-6247 Fax: (602) 926-0452 Email: jbryant@securitytitle.com Page 1 of 15 4830-8878-6764.4 b) The Escrow Agent shall deliver the Earnest Money (defined below) and escrow funds in accordance with this Agreement. This Agreement will 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 and delivery by Buyer to Escrow Agent of a deposit in the amount of $5,000.00 (the Earnest Money), such Earnest Money deposit to be made within five (5) business days of this Agreement being executed by both Buyer and Seller. Escrow Agent will maintain the Earnest Money in a non-interest-bearing and federally insured account acceptable to Buyer and Seller. If the escrow closes on the Property, the Earnest Money will be credited and applied for the benefit of Buyer by Escrow Agent to the Purchase Price. 1.03. Close of Escrow. Close of Escrow shall occur no later than ninety (90) 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. 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. Page 2 of 15 4830-8878-6764.4 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, including without limitation (i) an assignment of any transferable permits, licenses, warranties, and entitlements (if Buyer elects to do so in a separate document) without representation or warranty of any kind, and (ii) proof required to insure Seller’s authority and ability to sell the Property and compliance with A.R.S. 11-251(9). c) An Affidavit of Property Value. 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 Non-approved Exceptions (described below) and any other 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. Notwithstanding anything to the contrary in this Agreement and without the need to make any formal written title objections, Buyer objects to: (i) all deeds of trust and/or mortgages and any ancillary encumbrances, including but not limited to, assignments of leases and rents and UCC-1 financing statements; (ii) all judgment liens, mechanic’s liens, notices of lis pendens, tax liens, attachments, and any other matters evidencing monetary encumbrances (other than liens for non-delinquent property taxes); (iii) any options or rights of purchase; and (iv) notices of lease, possession, or occupancy rights to all or part of the Property (collectively, Non-approved Exceptions). Seller, at Seller’s sole cost and expense, will fully pay and discharge on or before the Closing Date and release the Property from any and all Non-approved Exceptions. 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, that upon Close of Escrow, title to the Property is subject only to the regular printed exceptions contained in said policy, current Page 3 of 15 4830-8878-6764.4 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. 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. Except as set forth in this Agreement, 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. Seller further represents that it does not have in its possession any existing plans and specifications; studies, surveys, site plans, leases or licenses, zoning reports, Phase I and/or Phase II environmental site assessments, or soil reports relating to the Property. 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. Further, Seller will not take any action before any federal, state, city or other political, governmental, or quasi-governmental authority or association or any other entity or third-party, including all applicable councils, boards, commissions, committees, departments, and agencies and all utility providers or regulators, having jurisdiction and/or approval rights over the ownership, operation, or use of the Property and/or the construction of improvements thereon that could change the present zoning or use of the Property, any portion of the Property, or any other property owned by Seller located adjacent to the Property or change the potential use of the Property or its land use limitations. Page 4 of 15 4830-8878-6764.4 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. 3.09. To the extent that there is any work performed on the Property by Seller, Seller’s agents, or independent contractors engaged by Seller prior to the Close of Escrow, all invoices, liens, and/or payment requests will be paid in full by Seller by no later than the Close of Escrow. If requested by Buyer or Escrow Agent, Seller will deliver unconditional lien releases to Buyer and Escrow Agent for all work performed by Seller, Seller’s agents, or any independent contractor engaged by Seller. 3.10. Seller has not received any notice by any person, authority, or agency having jurisdiction over the Property or Seller with regard to the violation of any applicable regulation, ordinance, requirement, covenant, condition, or restriction relating to the use or occupancy of the Property. 3.11. To the best of Seller’s knowledge, there are no suits or claims pending or threatened with respect to or in any manner affecting the Property. Seller does not know of any circumstances that should or could reasonably form the basis for any such suits or claims and that have not been disclosed in writing to Buyer by Seller. All representations and warranties contained in this Agreement are true on and as of the Escrow Opening Date, will be true on and as of the Close of Escrow. 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 seventy-fifth (75th) day following the Escrow Opening Date (the Inspection Period), Buyer, and its agents or assigns, shall have the right to enter the Property, 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 (the 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 or the Due Diligence Document 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 and the Earnest Money shall be promptly returned to Buyer. 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 Board of Directors to proceed with the contemplated purchase of the Property. Page 5 of 15 4830-8878-6764.4 4.02. Due Diligence Documents. Seller has delivered to Buyer a copy of the existing appraisal relating to the Property (the Due Diligence Document). The Due Diligence Document is provided simply as an accommodation to Buyer, and Seller makes no representations or warranties as to its accuracy or completeness. Buyer understands that the Due Diligence Document has been provided by others to Seller and has not been prepared by or verified by Seller. 4.03. Insurance. If Buyer chooses to enter the property for the purposes of conducting the Buyer Investigations contemplated above, Buyer 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. 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 Page 6 of 15 4830-8878-6764.4 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, and Escrow Agent will return promptly to Buyer all Earnest Money held in escrow. 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. To the best of Seller’s knowledge, there, there have been no past or current releases or substantial threats of a release of a hazardous substance or waste or petroleum products from or unto the Property that are or may be subject to regulation under any federal, state, or local laws or regulations. 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. 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 ten (10) 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 and the Earnest Money shall be returned to the Buyer. 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 ten (10) business days after receipt of written notice from Seller specifying the default, the Buyer shall be liable for all customary escrow cancellation charges and shall not be entitled to refund of Buyer’s Page 7 of 15 4830-8878-6764.4 Earnest Money. In such event, Seller, as its exclusive and sole right and remedy, will be entitled to receive the Earnest Money as full liquidated damages of Seller. The parties acknowledge that it is impossible to more precisely estimate the specific damage that would be suffered by Seller in the case of a default or breach by Buyer under this Agreement, and the parties expressly acknowledge and intend that the forfeiture of the Earnest Money then held in escrow is an agreed and negotiated provision for liquidated damages and not a penalty. Upon receipt by Seller of the forfeited Earnest Money as provided above, neither party will have any further obligation or responsibility to the other hereunder, except as otherwise specifically established in this Agreement. 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 reply 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 Phoenix IDA Attn: Director, Real Estate Department Attn: Executive Director 2801 W. Durango Street 251 W. Washington Street, 9th Floor Phoenix, AZ 85009 Phoenix, AZ 85003 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. 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. Page 8 of 15 4830-8878-6764.4 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, the 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 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 Page 9 of 15 4830-8878-6764.4 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. 12.13. IRS Real Estate Sales Property. Escrow Agent is designated as the “Reporting Person” within the meaning of Treasury Regulation Section 1.6045-4(e)(5) with respect to the closing of the transactions contemplated by this Agreement. Escrow Agent acknowledges that it is an eligible person for reporting this transaction under Treasury Regulation Section 1.6045- 4(e)(5)(ii) and agrees: (i) to comply on a timely basis with all reporting and filing requirements of Internal Revenue Code Section 6045(e); and (ii) to utilize the information in this Agreement, as amended, for the purposes of supplying any required information to the Internal Revenue Service, for example, the identity of the transferee and transferor, and the description of the Land. Buyer and Seller agree to cooperate with Escrow Agent’s requests related to any required reporting or filing under Internal Revenue Code Section 6045(e), and Escrow Agent is authorized to disclose any information contained in this Agreement to the Internal Revenue Service for the purposes of complying with Escrow Agent’s obligations under this paragraph. Escrow Agent agrees to be liable for all penalties and liabilities imposed by the Internal Revenue Service as a result of Escrow Agent’s failure to comply with its obligations under this paragraph. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 10 of 15 4830-8878-6764.4 BUYER: SELLER: THE INDUSTRIAL DEVELOPMENT MARICOPA COUNTY, AUTHORITY OF THE CITY OF a political subdivision of the State of PHOENIX, ARIZONA, a nonprofit Arizona corporation designated a political subdivision of the State of Arizona By:_________________________________ Denny Barney By: Chairman of the Board of Supervisors _________________________________ Signature Date: September _____, 2017 _________________________________ Printed Name Its: _________________________________ Title Date: September _____, 2017 ATTEST: ____________________________________ Clerk of the Board Date APPROVED AS TO FORM: APPROVED AS TO FORM: ___________________________________ ___________________________________ Attorney Deputy County Attorney Date ACCEPTANCE BY ESCROW AGENT The Purchase Agreement & Escrow Instructions and Earnest Money deposit are accepted on this _______ day of September 2017. ESCROW AGENT: SECURITY TITLE AGENCY By: _____________________________________ Jason Bryant, Escrow Agent Page 11 of 15 4830-8878-6764.4 EXHIBIT A Attached to Purchase Agreement & Escrow Instructions LEGAL DESCRIPTION That certain property according to Instrument #1959-0042617, Records of Maricopa County, Arizona, lying within the Southwest quarter (SW 1/4) of Section, 3, Township 1 North, Range 3 East, of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more particularly described as follows: Page 12 of 15 4830-8878-6764.4 EXHIBIT B Attached to Purchase Agreement & Escrow Instructions FORM OF SPECIAL WARRANTY DEED WHEN RECORDED RETURN TO: Phoenix IDA Attention: Executive Director 551 W. Washington Street, 9th Floor Phoenix, Arizona 85003 EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3) C-XX-18-XXX-X-00 SPECIAL WARRANTY DEED This Special Warranty Deed is made on the __ day of _________ , 2017 by MARICOPA COUNTY a political subdivision of the State of Arizona (GRANTOR), to THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA, a nonprofit corporation designated a political subdivision of the State of Arizona (GRANTEE). It being understood that Grantee was incorporated with the approval of the City of Phoenix pursuant to the provisions of the Constitution of the State of Arizona and under Title 35, Chapter 5, Arizona Revised Statutes, as amended. 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” 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 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 13 of 15 4830-8878-6764.4 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_________________________________ Denny Barney 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 __________________, 2017, by Denny Barney, the Chairman of the Board of Supervisors, on behalf of Maricopa County, Arizona. (SEAL and Expiration Date) ____________________________________ Notary Public Page 14 of 15 4830-8878-6764.4 EXHIBIT “A” Attached to Special Warranty Deed LEGAL DESCRIPTION That certain property according to Instrument #1959-0042617, Records of Maricopa County, Arizona, lying within the Southwest quarter (SW 1/4) of Section, 3, Township 1 North, Range 3 East, of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more particularly described as follows: Page 15 of 15 4830-8878-6764.4