1950 S COUNTRY CLUB PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS.PDF

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PURCHASE AGREEMENT 
AND ESCROW INSTRUCTIONS 
C-78-     -     -     -00 
 
 
This Purchase Agreement and Escrow Instructions (Agreement) is entered into by and between 
MARICOPA COUNTY, a political subdivision of the State of Arizona (Buyer), and the Country Club 
URMTA, LLC, an Arizona limited liability company (Seller) as of the last date executed below.  Buyer 
and Seller may collectively be referred to herein as the Parties, or individually as a Party. 
 
 
WITNESSETH: 
 
 
THAT Seller is the owner of, and agrees to sell to Buyer, and Buyer agrees to purchase from Seller, 
the property described and depicted on Exhibit A, attached hereto and made a part hereof (Property). 
 
THAT Seller shall 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. 
 
NOW THEREFORE, for the good and valuable consideration set forth herein, the receipt and 
sufficiency of which is hereby acknowledged, the Parties hereby agree to the following: 
 
TERMS AND CONDITIONS: 
 
1.  PURCHASE PRICE.  The purchase price for the Property is seven million seven hundred fifty-
six thousand five hundred dollars ($7,756,500.00) (Purchase Price) and shall be paid by the Buyer to the 
Seller on or before the Close of Escrow, defined below.  Within ten (10) business days of Maricopa County 
Board of Supervisor’s execution, or Seller’s execution, of this Agreement, whichever is later, Buyer shall 
open escrow on this transaction by placing an earnest money deposit (Earnest Money Deposit) in the amount 
of one hundred thousand dollars ($100,000.00) into a non-interest-bearing account with the Escrow Agent, 
as defined herein.  The Earnest Money Deposit shall be: i) credited to Buyer toward the Purchase Price at 
Close of Escrow, as defined herein; ii) shall be refunded to Buyer if Buyer cancels this Agreement during 
the Inspection Period as defined in Section 4.01 below; or (iii) non-refundable following expiration of the 
Inspection Period for any reason other than termination of this Agreement as a result of Seller's default 
hereunder, or any other provision hereunder that provides for the return of the Earnest Money Deposit to 
Buyer. 
 
1.01. Escrow Agent.  The escrow agent (Escrow Agent) for this Agreement is: 
 
Company:  
Security Title Agency, Inc 
Address:  
4722 N. 24th St. Ste. 200, Phoenix AZ  85016 
Agent: 
 
Jason Bryant 
Phone: 
 
(602) 230-6297 
Fax: 
 
(602) 926-0452 
Email: 
 
jbryant@securitytitle.com 
 
 
1.02. 
Escrow Instructions.  This Agreement also constitutes escrow instructions to Escrow 
Agent. 
 
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1.03. 
Escrow Opening Date.  The Escrow Opening Date shall be the date that a fully 
executed and/or conformed original or counterpart original(s) of this Agreement are 
delivered to the Escrow Agent.  
 
1.04. Close of Escrow Date.  Close of Escrow shall occur thirty (30) days following the 
completion of the Inspection Period, including the Lot Split, as defined in Sections 4.01 
and 4.02, which date shall be referred to as the Close of Escrow.  Buyer shall have the 
option to accelerate the Close of Escrow at any time with written consent of the Seller.  
All income and expense pro-rations shall be as of the day of Close of Escrow.  Prior to 
the Close of Escrow Seller shall execute an assignment of those two certain unrecorded 
leases one between Seller and Arizona Spine and Pain Specialists, LLC and one between 
Seller and Arizona Health and Rehab, LLC (“Leases”). At the Close of Escrow, both the 
title to, and possession of, the Property shall be transferred from the Seller to the Buyer. 
The Leases shall be assigned by Seller to Buyer, and assumed by Buyer from Seller, at 
the Close of Escrow. 
 
1.05. 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, and any liens, 
including but not limited to any real property taxes and assessments due (if any) on 
the Property, shall be deducted from Seller’s proceeds, and/or Seller’s funds, at Close 
of Escrow. Seller is responsible for all property taxes that have accrued on the 
Property through Close of Escrow. Upon recordation of the Special Warranty Deed 
to the Buyer, Buyer shall become responsible for any real property taxes and 
assessments on the Property (if any) that accrue after the Close of Escrow as required 
by law.  Buyer and Seller each agree to pay one-half (1/2) of the closing costs and 
escrow charges except as previously stated herein. Each Party agrees to pay its own 
attorney fees. 
 
b) Delinquent rent due prior to the Close of Escrow shall not be prorated but shall 
remain the property of Seller. Buyer shall receiver a credit at the Close of Escrow for 
all refundable security deposits paid under the Lease and prepaid rent under the 
Lease. From and after the Close of Escrow, all such security deposits so credited and 
turned over to Buyer shall thereafter be deemed transferred to Buyer, and Buyer shall 
be solely responsible for the future disposition of such security deposits (for which 
Buyer receives a credit at the Close of Escrow) in accordance with the Lease and 
applicable law,  
 
c) 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.  Any 
monetary encumbrances existing against the Property at the Close of Escrow, and all 
costs that are the responsibility of the Seller, shall be paid from the Seller’s proceeds, 
and/or Seller’s funds, prior to, or at Close of Escrow as required by Escrow Agent 
and prior to any distributions to Seller. 
 
1.06. Real Estate Commission.  Buyer and Seller agree that 
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Seller shall pay a market based real estate commission equal to three percent (3%) 
of the total purchase price associated with this transaction to Buyer’s Agent.  Buyer 
is represented by the following individual: 
 
Buyer’s Agent: 
Keith Lammersen 
Firm:  
 
Jones Lang LaSalle Americas, Inc 
Phone:  
 
602 282 6276 
E-mail: 
 
Keith.Lammersen@am.jll.com 
 
Seller shall pay the entirety of the brokerage commission associated with this 
transaction.  Seller hereby indemnifies Buyer against, and agrees to hold Buyer 
harmless from, any claim, demand or suit for any brokerage and/or real estate 
commission, finder’s fee, or similar charge in respect to the execution of this 
Agreement or the purchase and sale transaction based on any act by or agreement or 
contract with Seller, and for all losses, obligations, costs, expenses and fees 
(including attorneys’ fees) incurred by Buyer due for or arising from any such claim, 
demand or suit, including, but not limited to, any amounts payable to Seller’s listing 
broker. 
 
Seller is represented by ORION Investment Real Estate; Marina Hammersmith, 
CCIM, JT Taylor and Tyrel Williams, CPM who shall be paid by Seller, through 
Escrow, by separate agreement.  
 
 
1.07. 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 Seller, 
conveying the Property to the Buyer, the form of which is attached hereto and made 
a part hereof as Exhibit B. 
 
b) An Assignment and Assumption of Leases, duly executed and acknowledged on 
behalf of Buyer and Seller, the form of which is attached hereto and made a part 
hereof as Exhibit C.  
 
c) Such other documents as shall be reasonably required by Buyer and/or Escrow Agent 
as a condition to insuring title to the Property. 
 
d) It shall be a condition to Buyer’s obligation to purchase the Property that Buyer shall 
have received an estoppel certificate (“Estoppel”) from tenants under the Leases 
identified in Exhibit C in a form approved by Buyer and dated no earlier than fifteen 
(15) days prior to the Close of Escrow. If Buyer, in its sole discretion, does not 
receive such Estoppel, Buyer may elect to terminate this Agreement in which event 
the Earnest Money Deposit shall be returned to Buyer. 
 
2.  TITLE COMMITMENT.   
 
2.01. Preliminary Title Report.  Within ten (10) business days of Escrow Opening Date, 
Escrow Agent shall provide to Buyer, at Seller’s expense, a Commitment for Title 
Insurance for the Property (Title Report) together with legible copies of all documents 
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specifically described in Schedule B II thereof, for Buyer’s review.  Further, in the event 
that any updates, supplements or amendments to the Title Report are subsequently 
prepared, copies of such documents shall be timely delivered to Buyer.  
 
2.02. Title Objections; 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 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; (ii) all assignments of leases (other than the Leases identified in Exhibit C 
herein), licenses, rents and UCC-1 financing statements; (iii) 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); 
(iv) any options or rights of purchase; and (v) notices of lease, possession, or occupancy 
rights to all or part of the Property (collectively, 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. 
 
2.03. Title Clearing. Within ten (10) business days of the Escrow Opening Date, the Escrow 
Agent shall contact the Seller and all other necessary entities to obtain lien release, consent 
to sale, and/or consent to assignment requirements from all existing mortgages, liens, 
judgments, contracts, lessees, lessors, etc. as well as begin any and all document 
preparation for title clearing.  Seller, at Seller’s sole cost and expense, will fully pay and 
discharge, and ensure release of, any Non-approved Exceptions on or before the Close 
of Escrow. 
 
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, to Seller’s actual knowledge, 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 other than those leases identified in Exhibit C.   
 
3.04. 
Seller has not granted any rights of first refusal or options to purchase the Property to 
any other third party.  
 
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3.05. 
Upon full execution of this Agreement, Seller agrees that it will not at any time prior to 
Close of Escrow, grant any interest in the Property to any party, or voluntarily encumber 
the Property.  
 
3.06. 
After full execution of this Agreement, Seller shall continue to maintain the Property 
through Close of Escrow in the same condition the Property exists at the time of full 
execution of this Agreement, general wear and tear excepted. 
 
3.07. 
All representations and warranties of Seller contained in this Agreement are true on and 
as of the Escrow Opening Date and will be true on and as of the Close of Escrow. 
 
4. ACCESS TO PROPERTY. 
 
4.01. 
Buyer’s Investigations; Right of Entry. 
 
a) Upon full execution of this Agreement, and ending either at 5 p.m. on the sixtieth 
(60th) day following the Escrow Opening Date or upon the recordation of the Lot 
Split (defined below), whichever occurs later (“Inspection Period”), Buyer, and its 
agents or assigns, shall have the right to enter the Property, at Buyer’s cost and 
expense, for the purposes of completing such tests, studies, investigations, surveys, 
appraisals, and physical inspections of the Property that Buyer deems necessary or 
appropriate, including but not limited to a Phase I environmental site assessment, 
and if necessary, a Phase II environmental site assessment (“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, with Seller’s prior written or verbal  approval which approval 
shall not be withheld, conditioned or delayed.  Seller, for security purposes, shall 
have the right to have its agents present during any and all inspections by Buyer and 
may restrict certain areas of the Property at certain times.  All inspections shall be 
arranged at mutually convenient times. In the event that Buyer is not able to 
complete Buyer Investigations by the expiration of the Inspection Period due to 
delays caused by the ongoing COVID-19 global pandemic, Buyer may, upon written 
notice delivered to Seller and Escrow Agent no later than the expiration of the 
Inspection Period, extend the Inspection Period by ten (10) days. If the Seller 
unreasonably delays or denies Buyer access during the Inspection Period, Buyer 
shall have the right to (i) extend the Inspection Period one day for each day of any 
such unreasonable delay or (ii) in Buyer’s sole discretion, deliver notice terminating 
this Agreement to Seller and Escrow Agent and the Earnest Money Deposit shall be 
refunded to Buyer.    
 
b) Lot Split shall mean the division of Assessor’s Parcel Number 134-24-008D into 
two lots, with one of the lots containing the building known as 1950 South County 
Club Drive and the other lot containing the building known as 1940 South Country 
Club Drive, with each building having access to a number of parking stalls that 
maintains the existing parking ratio, any required shared access, drainage and 
signage agreement and any other documentation required by the City of Mesa or 
Maricopa County. All matters related to the Lot Split shall be subject to written 
approval of Seller and Buyer, not to be unreasonably withheld, conditioned or 
delayed.   
 
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c) Within ten (10) business days of the Escrow Opening Date, Seller shall deliver to 
Buyer electronic copies of any (i) surveys and site plans that pertain to the Property; 
(ii) tax notices and correspondence; (iii) zoning reports and/or letters; (iv) existing 
soil reports; (v) correspondence and/or reports from regulatory agencies; (vi) all 
recorded and unrecorded easements, licenses, agreements or other similar 
documents benefiting the Property; and (vii) similar records relating to the Property, 
or the development thereof, that are in the possession of, or are readily available to, 
Seller or its agents (collectively, the Due Diligence Documents), if any.  
 
d) Within the first fifteen (15) days of the Inspection Period, Seller shall also deliver to 
Buyer copies of all leases or licenses affecting the Property if any, and all other 
contracts or agreements relating to the Property, along with estoppel certificates 
certifying that any leases are in effect and in good standing.   
 
e) If the Buyer Investigations or the Lot Split 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 Buyer shall be refunded the Earnest 
Money Deposit. Seller will pay customary escrow cancellation charges and neither 
Buyer nor Seller will have further rights or obligations regarding this Agreement. 
Seller has no obligation to cure or remove any matter found as a result of the Buyer 
Investigations pursuant to this Agreement.   
 
4.02. 
Third Party Contracts.  With the exception of the lease(s) in place with existing 
tenant(s), the Buyer shall have the right to cancel any and all agreements with outside 
contractors, at Close of Escrow, with no more than thirty (30) days’ notice subject to the 
terms of the existing service agreements. 
 
4.03. 
Insurance.  The Seller acknowledges and agrees that Buyer is self-insured.  If requested, 
Buyer shall deliver proof of self-insurance to Seller. 
 
4.04. 
Environmental Stipulations.  If Seller has knowledge or possession of any 
environmental reports on the Property, Seller shall, within ten (10) business days of the 
Escrow Opening Date, provide Buyer with a list and the date of any environmental 
reports conducted on the Property that are known to the Seller, and provide a copy of 
said reports that are in Seller’s possession to the Buyer.  Buyer may, at its own expense, 
have the environmental report(s) updated and certified or addressed to Buyer and/or 
obtain new environmental report(s), all at Buyer’s expense.   
 
4.05. 
Survey of the Property.  Seller shall disclose to Buyer any and all surveys of the 
Property known to the Seller and shall, within ten (10) business days of the Escrow 
Opening Date, furnish a copy of said survey(s) in Seller’s possession to Buyer. 
 
4.06. 
Damages.  Buyer shall be solely responsible for any damage Buyer causes to the 
Property prior to the Close of Escrow. 
 
4.07. 
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 
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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/or its officers, officials, agents, employees, or 
contractors. 
 
5. 
BUYER'S REPRESENTATIONS. Buyer represents that it has full power and 
authority to enter into this Agreement and to consummate all of the transactions hereby 
contemplated.  
 
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, Buyer’s Earnest 
Money Deposit (if any) shall be returned to the Buyer, Buyer and Seller shall each pay 
one-half of the customary escrow cancellation charges, 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.  
 
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, with the exception of any hazardous substances or petroleum products that 
may be used in connection with the maintenance of the property and/ or the conduct of 
Tenant’s business in accordance with applicable laws. To the best of Seller’s knowledge, 
there are no underground storage tanks on the Property.  
 
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 thirty (30) business days after receipt of written 
notice from Buyer specifying the breach or default, then Buyer, in its sole discretion, 
may terminate this Agreement and the escrow by giving written notice to Seller and the 
Escrow Agent. If that occurs, Seller shall be liable for all customary escrow cancellation 
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charges, Escrow Agent shall refund the Earnest Money Deposit to Buyer, and Seller 
shall reimburse Buyer for costs and expenses incurred by Buyer in connection with this 
Agreement.  
 
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 thirty (30) business days after receipt of 
written notice from Seller specifying the default, Seller may, unless a remedy is already 
provided in this Agreement, terminate this Agreement and escrow by giving written 
notice to Buyer and Escrow Agent and the Buyer shall be liable for all customary escrow 
cancellation charges and the Earnest Money Deposit shall be forfeited to the Seller.  
Such payment of the escrow cancellation charges and Earnest Money Deposit shall be 
the Seller’s sole and exclusive remedy in the event of default by Buyer; 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 except for any claims and damages 
against which Buyer has expressly indemnified Seller in this Agreement. 
 
10. 
DISPUTES.  Disputes arising from this Agreement shall be subject to mandatory 
arbitration subject to the Commercial Arbitration Rules of the American Arbitration 
Association.  A notice of a dispute must be provided in writing to the other Party and 
provide a summary of the issue that is the subject of the dispute. 
 
10.01. The Parties shall confer within thirty (30) calendar days of receipt of a notice of dispute 
to resolve the dispute and/or decide, within ten (10) business days after conferring, on a 
mutually acceptable arbiter. If a mutually acceptable arbiter cannot be agreed upon 
within thirty (30) calendar days after conferring, the Parties agree that each Party shall 
name one and pay for (1) arbiter and those two (2) arbiters shall select a third arbiter, 
who’s cost shall be equally shared by the Buyer and Seller.  Any decisions made shall 
be made by a majority of the panel of three arbiters. 
 
10.02. If the Parties mutually agree to proceed to arbitration in lieu of cancelling this 
Agreement, arbitration shall be binding.  
 
11. 
“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 rely upon any representation or warranty that is not set 
forth in writing in this Agreement or in the Special Warranty Deed. 
 
12. 
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, five (5) calendar 
days following the depositing of the same in a post office box regularly maintained by 
the United States Postal Service. 
 
 
BUYER:  
 
 
 
 
SELLER: 
 
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Maricopa County  
 
 
 
Country Club URMTA, LLC 
 
Attn: Director, Real Estate Department  
     Attn; Thomas Ahdoot 
 
2801 W. Durango Street  
 
 
     P,O, Box 5177 
 
Phoenix, AZ 85009 
 
 
 
     Mesa, AZ 85211 
 
13. GENERAL PROVISIONS.  
 
13.01. 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. 
 
13.02. 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. 
 
13.03. Authority to Execute.  The Seller and Buyer both acknowledge that the person(s) 
whose signatures appear below have appropriate authority to execute this Agreement on 
behalf of the Seller and Buyer.  Seller to provide documentation with proof of Seller’s 
authority to execute prior to Close of Escrow. 
 
13.04. Counterparts; Electronic Signatures.  This Agreement may be executed in two or 
more counterparts, each of which shall be deemed an original but all of which together 
shall constitute one and the same instrument. Electronic signatures shall have the same 
force and effect as original signatures 
 
13.05. Survival and Expiration. All representations, indemnities and warranties made in the 
Agreement shall survive the expiration of this Agreement.  
 
13.06. Non-Foreign Affidavits.  Seller agrees that, in order to comply with Internal Revenue 
Code Section 1445, Seller will sign a Non-Foreign Affidavit in a form provided by 
Escrow Agent and approved by Buyer.  Said Affidavit to be delivered to Escrow Agent 
on or before the Close of Escrow. 
 
13.07. 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. 
 
13.08. Conflict of Interest.  This Agreement is subject to A.R.S. § 38-511, the provisions of 
which are incorporated herein by reference, and may be canceled pursuant thereto. 
 
13.09. Waiver.  Failure of any Party to exercise any term, condition, right, or option arising 
out of a breach of this Agreement shall not be deemed a waiver of any other term, 
condition or covenant herein, or of a subsequent breach of any term, right, option, 
covenant or condition herein with respect to any subsequent or different breach, or the 
continuance of any existing breach.  
 
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13.10. Ambiguity.  This Agreement was drafted by the Buyer with the assistance of their 
attorneys.  Neither the Buyer or its attorneys have rendered legal or other advice to the 
Seller regarding sale of the Property or the specific terms of this Agreement.  Seller 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, any ambiguity in 
this Agreement shall not be construed against either Party. 
 
13.11. Venue, Governing Law.  This Agreement shall be deemed to be made under, construed 
in accordance with, as well as governed, interpreted and regulated by, the laws of the 
State of Arizona, and arbitration proceedings, if applicable.  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 
 
13.12. Statutory Authority.  The Property is being purchased by Buyer in compliance with 
A.R.S. 11-251. 
 
13.13. 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 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.  
 
13.14. Amendment.  This Agreement may only be amended by a written instrument executed 
by Buyer and Seller expressly stating their intention to amend this Agreement. 
 
13.15. Administration of Agreement. The Assistant County Manager for Maricopa County 
and/or the Director of the Real Estate Department for Maricopa County shall administer 
this Agreement. 
 
14. 
Counterparts; Electronic Signatures.  This Agreement may be executed in two or 
more counterparts, each of which shall be deemed an original but all of which together 
shall constitute one and the same instrument. Electronic signatures shall have the same 
force and effect as original signatures.   
 
 
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGE(S) FOLLOW 
 
 
DocuSign Envelope ID: 337B9CC3-A922-4DCA-895D-91BBAFED3423
DocuSign Envelope ID: 9745920B-38CB-47F6-B61E-F5C9D416F52C

Page 11 of 16 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date written below. 
 
 
 
BUYER: 
 
MARICOPA COUNTY, 
a political subdivision of the State of Arizona  
 
 
 
By:_______________________________ 
      Bill Gates 
      Chairman of the Board of Supervisors 
 
Date:  _____________________________ 
 
 
 
 
 
ATTEST: 
 
 
____________________________________ 
Clerk of the Board                               Date 
 
 
 
 
 
APPROVED AS TO FORM: 
 
 
___________________________________ 
Deputy County Attorney                     Date 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DocuSign Envelope ID: 337B9CC3-A922-4DCA-895D-91BBAFED3423
DocuSign Envelope ID: 9745920B-38CB-47F6-B61E-F5C9D416F52C
5/17/2022

Page 12 of 16 
 
 
SELLER: 
Country Club URMTA, LLC 
an Arizona limited liability company 
      
a/an       
 
 
 
By: _________________________________ 
        Signature 
 
      _________________________________ 
        Thomas Ahdoot 
 
Its: _________________________________ 
        Title 
 
Date:  ____________________________ 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DocuSign Envelope ID: 337B9CC3-A922-4DCA-895D-91BBAFED3423
5/11/2022
DocuSign Envelope ID: 9745920B-38CB-47F6-B61E-F5C9D416F52C

Page 13 of 16 
 
 
 
ACCEPTANCE BY ESCROW AGENT 
 
The Purchase Agreement & Escrow Instructions are accepted on this _______ day of 
__________________, 2022.  
 
ESCROW AGENT:       
 
 
 
 
By: _____________________________________ 
 
 
 
       Jason Bryant, Escrow Agent 
 
 
 
 
 
 
DocuSign Envelope ID: 337B9CC3-A922-4DCA-895D-91BBAFED3423
DocuSign Envelope ID: 9745920B-38CB-47F6-B61E-F5C9D416F52C

Page 14 of 16 
EXHIBIT A 
Attached to Purchase Agreement & Escrow Instructions 
 
PROPERTY 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DocuSign Envelope ID: 337B9CC3-A922-4DCA-895D-91BBAFED3423
DocuSign Envelope ID: 9745920B-38CB-47F6-B61E-F5C9D416F52C

4 
 
EXHIBIT A 
Attached to Special Warranty Deed 
 
Attach Legal Description & Exhibit

Page 15 of 16 
 
 
EXHIBIT B 
Attached to Purchase Agreement & Escrow Instructions 
 
 
SPECIAL WARRANTY DEED 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DocuSign Envelope ID: 337B9CC3-A922-4DCA-895D-91BBAFED3423
DocuSign Envelope ID: 9745920B-38CB-47F6-B61E-F5C9D416F52C

WHEN RECORDED RETURN TO: 
 
Maricopa County 
Attention:  Director, Real Estate Dept.  
2801 W. Durango St.  
Phoenix, AZ 85009 
 
EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3) 
C-78-     -     -     -      
 
SPECIAL WARRANTY DEED 
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are 
hereby acknowledged, the undersigned, Country Club URMTA, LLC, an Arizona limited liability company 
(“Grantor”), hereby grants and conveys to Maricopa County, a political subdivision of the State of Arizona 
(“Grantee”), that certain real property described on Exhibit “A” attached hereto (the “Real Property”), 
together with all of Grantor’s right, title, and interest, if any, in and to the buildings and improvements 
located on the Real Property or any portion thereof, all adjacent streets (open or proposed), roads, sidewalks, 
alleys, public places, parking areas, fixtures, and strips and gores of land now or hereafter appurtenant to 
or used or useful in connection with the Real Property or any portion thereof, or any buildings or other 
improvements erected, placed, or located on the Real Property or any portion thereof; the air space 
extending upward indefinitely from the exterior boundaries of the Real Property, and all development rights 
relating thereto; all present and future tenements, hereditaments, easements, rights, benefits, privileges, 
permits, water, water rights, irrigation rights, ditch rights, shares of stock in irrigation districts or evidencing 
water rights, contracts for effluent, all other contractual rights to water, rights of way, pipes, ditches, fences, 
and appurtenances belonging or in any way appurtenant to the Real Property; and all oil, gas, and other 
hydrocarbons and other minerals produced from or underlying the Real Property or any portion thereof, or 
any improvements or development thereon, and all reversions, remainders, rents, issues, and profits thereof 
(collectively, the “Property”); 
SUBJECT TO current taxes and other current assessments; all patent reservations; encumbrances, 
reservations, obligations, easements, covenants, conditions and restrictions of record, including any matters 
shown on any subdivision or parcel map affecting the Property; all exceptions appearing in that certain 
policy of title insurance for the Property issued to Grantee as of or about the date hereof; all matters which 
would be revealed or disclosed by a physical inspection of the Property or an accurate ALTA survey of the 
Property; and applicable zoning ordinances and use regulations of any municipality, county, state or the 
United States regulating or restricting the use, occupancy or enjoyment of the Property, all matters of record 
as of the date this instrument is recorded, and such matters as would be disclosed by a survey of the Property 
as of the date this instrument is recorded (collectively, the “Permitted Exceptions”). 
GRANTOR hereby binds itself and its successors to warrant and defend the title against all of the acts of 
Grantor and none other, subject only to the Permitted Exceptions set forth above. 
Grantor warrants that no portion of the Property is the subject of a threatened or pending investigation or 
lawsuit or administrative action by any person, firm, governmental body or other entity relating to or arising 
from any matter or circumstance subject to regulation pursuant to any statute, ordinance, rule or regulation, 
and Grantor has received no unofficial or official notice of any alleged violation of any statutes, ordinances 
or regulations. 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; 
SIGNATURES ON FOLLOWING PAGE]

2 
 
IN WITNESS WHEREOF, the undersigned has executed this Special Warranty Deed as of this ______ day of  
 
, 20__. 
GRANTOR:  
 
 
Country Club URMTA, LLC,  
An Arizona limited liability company 
 
 
 
 
By: 
 
 
 
 
 
Name:   
 
 
 
 
Title:   
 
 
 
 
 
 
STATE OF  
 
 
) 
 
 
 
 
) ss. 
COUNTY OF   
 
) 
 
The foregoing instrument was acknowledged before me this _____ day of __________, 2022, by   
 
 
 
 
, as  
 
 
 
 
 of Country Club URMTA, LLC, an 
Arizona limited liability company, on behalf thereof. 
 
 
 
 
 
 
 
 
Notary Public 
 
My Commission expires:

3 
 
ACCEPTED BY: 
 
GRANTEE: 
 
MARICOPA COUNTY, a political subdivision of the 
State of Arizona 
 
 
 
By_________________________________ 
Bill Gates 
Chairman of the Board of Supervisors 
 
 
ATTEST: 
 
 
____________________________________ 
Clerk of the Board                               Date 
 
APPROVED AS TO FORM: 
 
By___________________________________ 
     Deputy County Attorney               Date 
 
 
STATE OF ARIZONA 
) 
) SS. 
COUNTY OF MARICOPA 
) 
The foregoing instrument was acknowledged before me this ___ day of __________________, 2022, by 
______________________, the Chairman of the Board of Supervisors, on behalf of Maricopa County, Arizona. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notary Public (signature) 
 
 
 
My Commission Expires: ______________

Page 16 of 16 
 
EXHIBIT C 
Attached to Purchase Agreement & Escrow Instructions 
 
 
Suite
RSF
Tenant
Rent per month
Increase
Commencement
Expiration
Renewal Options
Other terms
103
2,852
            
Arizona Health and Rehab, LLC
5,169.25
$                
$.50 each November 1st
11/1/2018
10/31/2025
1 Option to renew for five years at then market 
rate. If building is sold, buyer may terminate the 
Option with 9 months notice.
Exclusive for physical therapy. Tenant pays for Suite 
cleaning.
102
2,104
            
Arizona Spine and Pain 
Specialists, LLC
3,857.33
$                
$.50 each May 1st
5/1/2019
7/31/2022
1 Option to renew for three years at then market 
rate. Notice period for the option has expired.
Tenant pays for Suite cleaning.
DocuSign Envelope ID: 337B9CC3-A922-4DCA-895D-91BBAFED3423
DocuSign Envelope ID: 9745920B-38CB-47F6-B61E-F5C9D416F52C