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R·O·I
P RO P E RT I E s•
LISTING AGREEMENT
The undersigned, Maricopa County, a political subdivision of the State of Arizona, (hereinafter
referred to as "Seller") hereby employs and grants RO.I. Properties, LLC, an Arizona limited
liability company and/or its affiliated entities (hereinafter referred to as "RO.I." and sometimes
as "Broker"), the right and authority to market the real property as excess Seller property as set
forth in Addenda issued upon the listing/broker engagement of each property (the "Property" or
the "Properties").
1)
TERM OF AGREEMENT AND CONDITIONS OF SALE: The term of this Listing
Agreement (the "Agreement") shall be from March 1, 2025 - February 28, 2026 (the
"Term") (I). The prices for which the Properties are offered shall be in accordance with
A.RS.§ 11-251 and as set forth in Addenda issued upon the listing/broker engagement
of each Property. This Agreement is subject to the provisions of A.RS. § 38-511.
Seller authorizes Broker to offer the property with a $1.00 placeholder on marketing sites
in order to facilitate activity for public auction. Broker shall note on the listing that this is a
placeholder amount that will be updated. Notwithstanding the foregoing, all requirements
of A.RS. § 48-3603 and §11-251 shall govern and control.
2)
SELLERS REPRESENTATION, WARRANTIES AND INDEMNIFICATION: Seller
hereby represents and warrants that:
a.
fee title to the Property is now vested, or as of the date that the Property is marketed
to third parties, shall be vested, in the Seller's name set forth below. Additionally,
Seller represents and warrants that the individuals executing this Listing Agreement
on behalf of Sellers have been duly authorized and empowered to execute this
Listing Agreement.
b.
to the best of Seller's knowledge, no person or entity, other than the Seller, has any
right to purchase the Property, acquire or dispose any interest therein, by virtue of
any agreement.
c.
to the best of Seller's knowledge, all information directly supplied, or to be directly
supplied, by Seller to RO.I., is true and accurate;
d.
Seller agrees to defend, indemnify and hold RO.I. harmless from any and all claims,
demands, liabilities and damages arising from any incorrect information directly
supplied by Seller or any information which Seller fails to supply to the extent Seller
was grossly negligent in supplying or failing to supply such information excluding
information available to the public or via public records request.
3)
COMMISSION(S):
In consideration of the services to be rendered by RO.I., Seller
agrees to pay to RO.I. a commission ("Commission") of three percent (3%) of the
purchase price of the Property, unless a third-party agent is representing the successful
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auction bidder that closes escrow (herein "Successful Bidder''). The Seller will pay fifty
percent (50%) of the "co-broker" or Commission directly to the third-party agent
representing the Successful Bidder ("Cooperating Broker'') as part of the close of
escrow. The Commissions shall be deemed earned upon the occurrence of all of the
following events:
a.
R.O.1. procures a Successful Bidder that closes escrow during the Term, or any
extension of the Term thereof.
b. A close of escrow of the Property is made within twelve (12) months after the
termination of the Term to a Successful Bidder to whose attention R.O.1. has brought
the Property, or who was introduced to Seller by R.O.1. as the Successful Bidder,
provided that the name of any such person or entity has been submitted to Seller by
delivery of a written offer to purchase the Property prior to termination of the Term or
by written notice within fifteen ( 15) calendar days after such termination. The term
"Successful Bidder" shall include that person or entity to whose attention R.O.1. has
brought the Property, as well as any partnership, joint venture, corporation, trust or
other similar entity which that person or entity represents or in which it holds an
ownership or beneficial interest who has successfully entered the highest bid at the
close of Seller's public auction. R.O.1. will be required to register for each auction
using the Request for Auction and Broker Registration Form per attached Exhibit B.
c.
In the case of any sale accomplished through the close of escrow, the
Commission(s) shall be paid within thirty (30) days of close of escrow, and R.O.1.
shall be entitled to make demand of any escrow holder for payment from the
proceeds of sale.
Notwithstanding the foregoing, a Commission will not be paid to ROI by the Seller if the Property
is sold or conveyed to a local, state or federal government entity or to any solely charitable,
social or benevolent nonprofit organization incorporated or operating in this state, whether or not
there is a close of escrow.
4)
SUBSEQUENT LISTING. In the event that Seller(s) list the Property with another broker
after the termination of this Agreement, Seller(s) agree to provide in the subsequent
listing agreement that a commission will not be payable to the new broker on
transactions for which Seller(s) remains obligated to pay a commission to Broker under
Section 3 hereof. Seller(s) failure to do so, however, shall not affect Seller(s) obligation
to Broker.
5)
INSPECTION OF PROPERTY. Seller(s) agree(s) that R.O.1. and its representatives
shall have the right to enter upon and inspect the interior and exterior of the Property
with potential bidders, subject to Seller's availability to tour the property and Seller's prior
written approval.
6)
SCOPE OF R.O.1.'S AUTHORITY AND RESPONSIBILITY. R.O.1. shall assist Seller(s)
in analyzing the property interests and developing strategies for marketing the Property.
R.O.1. shall not, however, have authority to bind Seller(s) to any contract or purchase
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agreement. R.O.1. shall not be responsible for performing any due diligence or other
investigation of the Property, or for providing professional advice with respect to any
legal, tax, engineering, construction or hazardous materials issues. Seller(s) and R.O.1.
agree that their relationship is at arm's length and is neither confidential nor fiduciary in
nature.
7)
OTHER BROKERS/DUAL AGENCY. R.O.1. shall disseminate information about the
Property to brokers and share the Property information including but not limited to
Property declared excess or Property auction information and details. Seller(s)
understands that this authorization may result in R.O.1. representing both Sellers and
Successful Bidder, and Seller(s) hereby authorizes and consents to such dual
representation. R.O.1. must disclose dual representation to Seller.
8)
TAX WITHHOLDING. Seller agrees to execute and deliver any instrument, affidavit or
statement, or to perform any act reasonably necessary to carry out the provisions of the
Foreign Investment in Real Property Tax Act and regulations promulgated thereunder.
9)
ENTIRE AGREEMENT. This Agreement is subject to A.R.S. § 11-251. This Listing
Agreement is entered into under the CONTRACT REAL ESTATE BROKERAGE
SERVICE AND OTHER RELATED SERVICES 210254-RFP dated August 30, 2021 (the
"Contract") per attached Exhibit A.
The provisions of the Contract supersede any
provision in this Listing Agreement with the exception of the Term, Commission and
Scope of R.O. l's Authority and Responsibility as described in this Agreement. These
two agreements express the entire agreement of the parties and supersede any and all
previous agreements between the parties with regard to the Properties. There are no
other understandings, oral or written, which in any way alter or enlarge its terms, and
there are no warranties or representations of any nature whatsoever, either express or
implied, except as set forth herein. Any future modification of this Listing Agreement will
be effective only if it is in writing and signed by the party to be charged.
10)
GOVERNING LAW. This Listing Agreement shall be governed by and construed in
accordance with the laws of the state of Arizona.
11)
TERMINATION. Seller may terminate this Agreement by providing R.O.1. with at least
thirty (30) days' written notice.
12)
SEVERABILITY.
If a court of competent jurisdiction declares any provision of this
Agreement void or unenforceable, such provision shall be deemed severed from this
Agreement, which shall otherwise remain in full force and effect.
13)
TIME. Time is of the essence of this Agreement and each and every provision hereof.
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.
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14)
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.
15)
HEADINGS AND COUNTERPARTS. The headings of this Listing Agreement are for
purposes of reference only and will not limit or define the meaning of any provision of
this Listing Agreement. This Listing Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which will constitute
one and the same instrument. Electronic signatures shall be deemed to have the same
effect as original signatures.
16)
RELATIONSHIP OF PARTIES.
Nothing contained within this agreement shall be
construed or deemed to create a joint venture, partnership, or other venture in any way
between the parties hereto
17)
NOTICES.
If to Seller:
Maricopa County Department of Transportation,
a political subdivision of the State of Arizona
ATTN: Transportation Director
2901 W Durango St
Phoenix, AZ 85009
Phone: 602-506-4644
With a copy to:
Maricopa County Real Estate Department
ATTN: Real Estate Director
2801 W Durango St
Phoenix, AZ 85009
Phone: 602-506-4 7 48
If to RO.I:
Beth Jo Zeitzer
RO.I. Properties
5090 N. 40th St., Suite 190
Phoenix, AZ 85018
Phone: 602.319.1326
Fax: 602.522.2014
or at such other addresses as may be designated from time to time by giving notice as
herein provided. Any notice shall be deemed to have been given or received upon personal
delivery or twenty-four (24) hours after mailing if sent by certified mail, postage prepaid, or
on the date of facsimile/email transmission.
REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
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SELLER:
RECOMMENDED FOR APPROVAL:
MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION
li
Signedby:
l!;;;34
1/27/2025
Jesse Gutierrez, Director
Date
MARICOPA COUNTY
REAL ESTATE DEPARTMENT
DocuSigned by:
1/24/2025
Date
APPROVED AS TO FORM and within the powers and authority granted under the laws of
the State of Arizona and Maricopa County
G
Signedby:
:oob
i
1/24/2025
Max Carpinelli
Date
Deputy County Attorney
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P RO P E RT I E s•
APPROVED:
GRANTOR: MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION
Chairman of the Board
Date
Printed Name: -------------
ATTEST
Clerk of the Board
Date
Printed Name: -------------
STATE OF ARIZONA
)
)ss
COUNTY OF MARICOPA
)
Before me, ______________ , Notary Public in and for said County, State
of Arizona, on this day personally appeared _____________ , known to me
to be the person whose name is subscribed to the forgoing instrument as Chairman of the
Board of Supervisors for the Maricopa County Department of Transportation.
Given under my hand and seal of the office this ____ day of ______ , 202_.
Notary Public (signature)
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R.0.1.:
RO.I. Properties, LLC, an Arizona limited liability company
By:
G
Doc,S;goodby
A9/14M ..
Beth Jo Zeitzer
Its: President and Designated Broker
Dated: 1/24/2025