PURCHASE AGREEMENT X-0260-EX2 - SIGNED.PDF
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Page 1 of 11 Project: TT0011 – Estrella Roadway Phase II MCDOT Item No.: X-0260-EX2 Assessor's Parcel No.: 201-17-002V MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS Agreement made on March 14th, 2022, by and between: Sugar Show LLC, a Arizona limited liability company, with the address of 25114 W. 102nd Ave. Peoria, AZ 85383, hereinafter referred to as “Buyer”. AND Maricopa County, a political subdivision of the State of Arizona, with the address of: c/o Real Estate Department, 2801 W. Durango, Phoenix AZ 85009, hereinafter referred to as “Seller”. “Agreement” means, when fully executed by Seller and Buyer, this Purchase Agreement and Escrow Instructions, WITNESSETH THAT Pursuant to A.R.S. § 11-251(9), Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, the property legally described on Exhibit A attached hereto and made a part hereof, declared by the Maricopa County Board of Supervisors to be excess vacant land by Agenda Item C-64-07-280-000, approved on July 25th, 2007, hereinafter referred to as the “Property”. Seller will convey the property to Buyer by Special Warranty Deed. Page 2 of 11 1. PURCHASE PRICE AND OTHER BUYER COSTS The purchase price or consideration shall be: One Hundred Sixty Thousand and 00/100 ($160,000.00) Dollars. In addition, Buyer shall pay to Seller Fee Reimbursement which includes the full cost of the appraisal and the cost of the preliminary title report. 1.01. Payments. Payment shall be made as follows: Bid Deposit previously deposited by Buyer at public auction $ 16,000.00 Previously deposited appraisal report fee reimbursement $ 1,500.00 Previously deposited title report fee reimbursement $ 750.00 Total Auction Deposit $ 18,250.00 The balance of the purchase price (plus any additional taxes, fees or other closing costs) shall be paid to the Escrow Agent at or before the Close of Escrow by cash, certified check, cashier's check or bank wire transfer 1.02. Close of Escrow. Close of Escrow shall occur on or before June 13, 2022, which date shall be referred as the “Close of Escrow”. Escrow may be extended up to 60 days at the discretion of the Director of the Maricopa County Real Estate Department. 1.03. Bid Deposit Escrow. At Close of Escrow, Buyer shall be given full credit against the purchase price for Bid Deposit in the amount of Eighteen Thousand Two Hundred Fifty Dollars and 00/100 ($18,250.00). In addition, the Buyer shall receive a credit from the Seller for the amount of Three Hundred Seventy-Five Dollars ($375.00) which represents one-half of the cost of the preliminary title report. Page 3 of 11 1.04. Escrow Officer. a) The escrow agent (“Escrow Officer”) referred to in the Agreement shall be as listed below: Company: Pioneer Title Agency, Inc. Address: 7310 N. 16th St., Ste. 250 Phoenix, AZ 85020 Agent: Jennifer Siverio b) The Escrow Agent shall deliver the escrow funds in accordance with this Agreement. 2. SELLER’S REPRESENTATIONS 2.01. Seller makes no representations whatsoever regarding conditions or features of the subject property. 2.02. Seller makes no representation as to zoning, access to parcel, availability of utilities, or development potential of the site. 2.03. Seller is a political subdivision of the State of Arizona, and therefore is exempt from paying real property taxes. Upon completion of the recording of the conveyance deed to the Buyer, Buyer shall become responsible for any real property taxes and assessments as provided by law. 3. TITLE COMMITMENT 3.01. Preliminary Title Report. The Seller has provided to Buyer, at Buyer’s expense, a current preliminary title report or commitment for title insurance to be issued concerning the Property (the “Title Report”). Further, in the event that any updates, supplements or amendments to the Title Report are subsequently prepared, copies of such documents shall be delivered to Buyer. 3.02. No Obligation to Act. Except with respect to any title exception intentionally and voluntarily created by Seller after the issuance of the Title Report, nothing herein shall be deemed to impose on Seller any obligation to bring any action or proceeding, or to expend any unreasonable (in Seller’s sole and absolute discretion) sum or effort in order to fulfill any conditions, nor shall Buyer otherwise have any right or action against Seller in respect thereof. The Buyer may procure an extended coverage title insurance policy, if available, at the Buyers option, in which event the Buyer shall pay the amount of increased premium and the cost of any survey necessary to obtain extended coverage title insurance issued through the Escrow Agent in the form in use on the date of issue, insuring the Buyer in the amount of the Purchase Price of the Property, that upon Close of Escrow, title to the Property is subject only to the regular Page 4 of 11 covenants of record, easements, reservations in patent and other obligations, liabilities, liens, encumbrances and other matters as Buyer, in Buyer’s sole discretion, may specifically approve, in writing, or be deemed to have approved. 4. ACCESS TO PROPERTY. Buyer shall not access the Property prior to Close of Escrow unless Buyer first obtains an approval from County and agrees to and is in compliance with 4.01 through 4.06 herein. 4.01. Buyer’s Right of Entry Upon full execution of the Agreement, Buyer and its agents or assigns, shall have the right to enter the Property, at their sole cost and expense, for the purposes of conducting a non-invasive site inspection and/or a Phase 1 environmental assessment. Seller has no obligation to cure or remove any matter found as a result of the Buyer’s due diligence investigations. 4.02. Notification of Entry Buyer must notify Seller of any dates Buyer will be on the Property to provide Seller with the opportunity to be present (if so desired) at all time Buyer accesses the Property. Contact for Seller for this purpose is John Gaffney at John.Gaffney@maricopa.gov or (602) 506-8304 OR Steven Warburton at Steven.Warburton@maricopa.gov or (602) 506-4746. 4.03. Insurance If Buyer chooses to enter the property for the purposes of conducting non- invasive due diligence inspections contemplated above, Buyer shall obtain and keep in force during the term of entry, a commercial general liability insurance policy with a combined single limit of not less than $2,000,000 covering single limit coverage per occurrence for bodily injury, personal injury and property and workers’ compensation with limits not less than $2,000,000 for each accident, and $2,000,000 disease policy limit. All policies of insurance required to be provided hereunder by Buyer shall be issued by insurer(s) licensed and qualified to do business in the State of Arizona, with a current A.M. Best Company rating of at least B++VII. Prior to entry, Buyer shall deliver to Seller certificates of insurance evidencing the existence and amounts of the policies on insurance required pursuant to this section, as well as the deductibles. Page 5 of 11 4.04. Reports Seller shall be named as a party authorized to view and rely on the results of any report(s) produced by or on behalf of Buyer as a result of Buyer investigations contemplated above and shall be provided with a copy of any such reports at Buyer’s expense. 4.05. Damages Buyer shall be solely responsible for any damage Buyer causes to the Property prior to the Close of Escrow. 4.06. Claims arising out of entry To the extent not prohibited by law, Buyer, and its agents or assigns, agree to indemnify, defend, and hold harmless the Seller, as indemnitee from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney’s fees) (herein collectively referred to as Claims) arising out of Buyer’s or its officers, officials, agents, employees, or contractors entry on to the Property for the purposes of conducting the investigations, surveys, and inspections contemplated above but only to the extent that such Claims are caused by the act, omission, negligence, misconduct, or other fault of the buyer and its officer, officials, agents, employees, or contractors. 5. BUYER'S REPRESENTATIONS AND AGREEMENTS. Simultaneously with execution of this Agreement, Buyer shall provide proof of legal authority to execute this Agreement and to consummate all of the transactions hereby contemplated. All required approvals by the shareholders, partners, members and/or Board of Directors of Buyer have been given to allow for the making and execution of this Agreement. 6. DOCUMENTS. At or before the Close of Escrow, Seller shall deliver to Escrow Agent the following: a) A Special Warranty Deed, duly executed and acknowledged on behalf of the Board of Supervisors of the Seller, conveying the Property to the Buyer. b) Such other documents as shall be reasonably required by Escrow Agent as a condition to insuring title to the Property. Page 6 of 11 7. BREACH OF AGREEMENT, DAMAGES. 7.01 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, Seller shall be liable for all customary escrow cancellation charges. Such payments will be 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 Seller for (a) specific performance, or (b) damages. 7.02 In the event Buyer fails to close this transaction, other than due to the default of Seller, Buyer shall be liable for all customary escrow cancellation charges and shall forfeit one-half of the Bid Deposit, plus the cost of the appraisal and the cost of the preliminary title report, and such charges shall be Seller's sole and exclusive remedy. Seller hereby waives and releases any right to (and hereby covenants that Seller shall not) sue Buyer for (a) specific performance, or (b) damages. 8. “AS IS, WHERE IS.” This sale is in a strict “AS IS, WHERE IS” condition. 9. BROKER. The parties represent each to the other that a Real Estate Broker is not responsible for negotiating this transaction. If any Real Estate Broker should make a claim for commissions, the party whose action lead to such claim shall be solely responsible for the resolution of such issue, including the obligation to indemnify, hold harmless and defend all other parties hereto. 10. NOTICES. No notices, waiver or other communication under this Agreement shall be effective unless in writing and personally served, sent by certified mail, return receipt requested, with postage prepaid or by commercial express delivery service providing receipted delivery or by facsimile transmissions provided confirmation of the completed transmission shall be retained. All such notices shall be addressed to the parties at the addresses noted herein above. If personally served or sent via commercial delivery service, any such matter shall be deemed given at the time of such service or, if by mail, at the time of depositing same in a post office box regularly maintained by the United States Postal Service. 11. ASSIGNMENT. This Agreement may not be assigned by Buyer without the written consent of Seller. Seller has absolute discretion whether to consent to or deny any proposed assignment. Page 7 of 11 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 on which the Maricopa County Board of Supervisors signs this Agreement, which date shall be inserted at the top of the first page hereof. 12.02 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. 12.03 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. 12.04 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. 12.05 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. 12.06 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 Page 8 of 11 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. 12.07 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. 12.08 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. 12.09 Expiration of Offer. Buyer shall execute this Agreement on date of auction and Seller shall execute and deliver into escrow within 30 days after approval by the Maricopa County Board of Supervisors. Upon Buyer's execution, this Agreement shall constitute an offer, which if not accepted by Seller's execution and delivery to Escrow Agent within 30 days after Board approval, shall be deemed to expire and be of no further force or effect, unless extended or otherwise agreed to by Buyer in writing. ACCEPTANCE BY ESCROW OFFICER The Purchase Agreement & Escrow Instructions are accepted on this 17th day of __ _ . Escrow will open upon receipt of the fully executed March 2022 Agreement. q By:-------------- Escrow Officer Page 10 of 11 Page 11 of 11 SELLER: MARICOPA COUNTY, a political subdivision of the State of Arizona RECOMMENDED FOR APPROVAL: APPROVED AND ACCEPTED: MARICOPA COUNTY MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION BOARD OF SUPERVISORS Jennifer Toth, P.E. Date Bill Gates, Chairman of the Board Date Director ATTEST: Clerk of the Board Date 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 Chairman of the Board of the political subdivision described in the foregoing instrument. Given under my hand and seal of the office this day of , 20 . Notary Public (signature) REAL ESTATE DEPARTMENT APPROVAL: Alex Smith Date Director Maricopa County Real Estate Department APPROVED AS TO FORM and within the powers and authority of the Board of Supervisors. Deputy County Attorney Date