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PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase Agreement and Escrow Instructions (“Agreement”) by and between: NAKOMA GROUP, LLC, an Arizona Limited Liability Company, P.O. Box 4007, Phoenix, Arizona 85030 hereinafter referred to as the Buyer. Buyer which was the successful bidder at public auction held on January 27, 2022. AND Maricopa County, a political subdivision of the State of Arizona, with an address of: cfo Real Estate Department, 2801 W. Durango, Phoenix AZ 85009, hereinafter referred to as the Seller, WITNESSETH THAT Seller agrees to sell to Buyer and the Buyer agrees to purchase from Seller, the property described on Exhibits A & B, declared by the Maricopa County Board of Supervisors to be excess land and improvements by Agenda Item C-78-21- 066-X-00, approved on May 5, 2021, hereinafter referred to as the Property. The legal description of the Property is set forth on Exhibits A & B, attached hereto and made a part hereof. Seller will convey the Property to Buyer by Special Warranty Deed. 1. PURCHASE PRICE and other Buyer costs. The purchase price or consideration shail be five hundred and seventy-six thousand dollars ($576,000.00). Total: $576,000.00 1.01. Payments. Payment shall be made as follows: Auction Deposit previously deposited by Buyer at public auction and now held in escrow by the Escrow Agent as defined below (the "Contract Deposit’). $57,600 1.02. Escrow Instructions. This Agreement also constitutes escrow instructions to Escrow Agent. 1.03. Escrow Opening Date. The Escrow Opening Date shall be the date of delivery to Escrow Agent of the Contract Deposit, the Buyer executed Agreement and/or other related documents as counterpart originals(s) to the Escrow Agent. 1.04. Close of Escrow. Close of Escrow shall occur no later than sixty (60) days after the Escrow Opening Date, which date shall be referred to as the Close of Escrow 1 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. Closing Costs and Prorations. Buyer and Seller each agree to pay one-half (1/2) of the closing costs and escrow charges except as 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. The balance of the purchase price (plus any additional taxes, fees or other closing costs to be paid by Buyer) shall be paid to Escrow Agent at or before the Close of Escrow by cash, certified check, cashier's check or bank wire transfer. 1.05. Contract Deposit Escrow. At Close of Escrow Buyer shall be given full credit against the purchase price for the Contract Deposit. 1.06. Escrow Agent. a) The escrow agent (Escrow Agent’) referred to in this Agreement shall be as listed below: Company: Security Title Agency, Inc Address: 4722 N. 24 St. Ste. 200, Phoenix AZ 85016 Agent: Jason Bryant Phone: (602) 230-6297 Fax: (602) 926-0452 Email: jbryant@securitytitle.com b) The Escrow Agent shall deliver the escrow funds in accordance with this Agreement. 2. SELLER'S REPRESENTATIONS. a) Seller makes no representations whatsoever regarding conditions or features of the Property. b) Seller further makes no representation as to zoning, access to parcel, availability of utilities, or development potential of the site. c) Seller is a political subdivision of the State of Arizona, and therefore is exempt from paying real property taxes. Upon completion of the recording of the conveyance deed to the Buyer, Buyer shall become responsible for any real property taxes and assessments as provided by law. 3. TITLE COMMITMENT. 3.01. Preliminary Title Report. 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 (the "Title Report"). Further, in the event that any updates, supplements or amendments to the Title Report are subsequently prepared, copies of such documents shall be delivered to Buyer. 3.02. No Obligation to Act. Except with respect to any title exception intentionally and voluntarily created by Seller after the issuance of the Title Report, nothing herein shall be deemed to impose on Seller any obligation to bring any action or proceeding, or to expend any unreasonable (in Seller's sole and absolute discretion) sum or effort in order to fulfill any condition, nor shall Buyer otherwise have any right or action against Seller in respect thereof. The Seller shall be responsible for purchasing Buyer’s title insurance policy. The Buyer may procure an extended coverage title insurance policy, if available, at the Buyer's option and sole cost, in which event the Buyer shall pay the amount of increased premium and the cost of any survey necessary to obtain extended coverage title insurance issued through the Escrow Agent in the form in use on the date of issue, insuring the Buyer in the amount of the Purchase Price of the Property, that upon Close of Escrow, title to the Property is subject only to the regular printed exceptions contained in said policy, current taxes and assessments, and such restrictive covenants of record, easements, reservations in patents and other obligations, liabilities, liens, encumbrances and other matters as Buyer, in Buyer's sole discretion, may specifically approve, in writing, or be deemed to have approved. 4. ACCESS TO PROPERTY. Buyer and/or its agents shall not access the Property prior to Close of Escrow unless Buyer shall first obtain and execute an Access Agreement from Seller to access the Property. Any approval issued by County to Buyer allowing Buyer to access the Property shall contain a condition (if so desired) allowing a representative of Maricopa County Real Estate Department to be present at all times the Buyer and/or its agents accesses the Property. 5. BUYER'S REPRESENTATIONS AND AGREEMENTS. Prior to or 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. Buyer represents and warrants that 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 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. 3 7. BREACH OF AGREEMENT, DAMAGES. a) In the event of (i) the breach or non-performance of this Agreement by Seller, or (ii) a default in the performance of any of its obligations hereunder by Seller, the Buyer, in its sole discretion, and, unless a remedy is already provided in this Agreement, as its sole and exclusive remedy, may cancel this Agreement and the escrow by giving written notice to the Seller and the Escrow Agent. If that occurs then the Seller shall be liable for all customary escrow cancellation charges and the Contract Deposit shall be returned to the Buyer. Such payments will be the Buyer's sole and exclusive remedy in the event of default or non-performance 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 under this Agreement. b) In the event of (i) breach or non-performance of this Agreement by Buyer, or (ii) Buyer fails to close title for any reason, other than due to the default of the Seller, the Buyer shall be liable for all customary escrow cancellation charges and shall forfeit one-half of the Contract Deposit to Seller together with all and any interest, legal or equitable, in the Property and Property shall revert to Seller, and such charges shall be the Seller's sole and exclusive remedy. Seller will return to the Buyer the remaining 50% of the Contract Deposit, without interest, within 60 days of breach or non-performance. 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 under this Agreement. Additionally, upon breach or non-performance, Buyer acknowledges that Seller may, but is not required to, then offer to sell the Property to the second highest bidder at the price bid by the second highest bidder assuming the second highest bidder meets all other bid requirements, including deposit of the ten percent (10%) Contract Deposit, within 72 hours of notification by Seller. 8. “AS IS, WHERE IS.” This sale is in a strict “AS IS, WHERE IS” condition. Buyer acknowledges that Buyer is purchasing the Property in “AS 1S”, “WHERE IS” condition with all faults, defects and other adverse matters, and that Seller, is selling the Property in “AS IS” and “WHERE IS” conditions with all faults, defects and other adverse matters. 9. BROKER. There is no Real Estate Broker and the parties represent each to the other that no Real Estate Broker is 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. All such notices shall be addressed to the parties at the address: SELLER: Maricopa County Real Estate Department Attn: Real Estate Director 2801 W. Durango Phoenix AZ 85009 BUYER: NAKOMA GROUP, LLC P.O. Box 4007 Phoenix, AZ 85030 M. Glenn Pace 623-282-4588 Mgpace1@@yahoo.com 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, 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 prior written consent of the Seller, which consent may not be unreasonably withheld by Seller at its sole discretion. Provided, however, that this Agreement may only be assigned to _N/A. 12. GENERAL PROVISIONS: a) Date of Agreement. The date of this Agreement for all purposes where such date is referenced herein shall as of the last date executed below on which Maricopa County signs this Agreement. b) Counterparts and Recitals. 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. The recitals by this reference are hereby incorporated into this Agreement. c) Applicable Law. This Agreement and the performance hereof shall be governed, interpreted, construed and regulated by the laws of the State of Arizona. d) Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. e) Interpretation. Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. f) Section Headings. The Section headings in this Agreement are inserted only as a matter of convenience in reference and are not to be given any effect whatsoever in construing any provision of this Agreement. g) Time. Time is of the essence of this Agreement. Any extension of time granted for the performance of any duty under this Agreement shall not be considered an extension of time for the performance of any other duty under this Agreement. Unless otherwise indicated, all periods of time referred to in this Agreement shall refer to calendar days and shall include all Saturdays, Sundays and State or national holidays, provided that if the date or last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or State or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or State or national holiday. h) Waiver. Failure of any party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any existing breach. i) Governing Law. This Agreement shall be deemed to be made under, and shall be construed in accordance with and shall be governed by, the laws of the State of Arizona, and arbitration proceedings, if applicable, or suit to enforce any provision of this Agreement or to obtain any remedy with respect hereto must be brought in the Superior Court of the State of Arizona, Maricopa County, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said Court. This contract is subject to A.R.S. 38-511 and may be canceled pursuant thereto. j) Expiration of Offer. Buyer shall execute this Agreement on date of auction and Seller shall execute and deliver into escrow within sixty (60) days after auction date. Upon Buyer's execution, this Agreement shall constitute an offer, which if not accepted by Seller's execution and delivery to Escrow Agent within sixty (60) days thereafter, shall be deemed to expire and be of no further force or effect, unless extended or otherwise agreed to by both Seller and Buyer in writing. k) The successful bid (Buyer) must be formally accepted and approved by the Board of Supervisors at a regularly scheduled published meeting. The Board of Supervisors of Maricopa County reserves the right to cancel this auction in whole or in part at any time prior to the Board’s acceptance of a final bid. REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK 6 IN WITNESS WHEREOF the parties have executed this Agreement as of the date last written below. BUYER: NAKOMA GROUP, LLC BY AASRCO, LLC M. Glenn Pace, It’s Manager Date: January 27, 2022 STATE OF ARIZONA _ ) )ss COUNTY OF MARICOPA) Before me, HY YN) Gavasu, Notary Publje in and fo o said a County, State of Arizona, on this day personally appeared Uy) aa , known to me to be the person whose name is subscribed to the ‘ong Pokimene Given under my hand and seal of the office this, WNUK U é ] , 2022. > SHANNON GARRITY . (eg) “une am ts . Expires March 28, 2025 ACCEPTANCE BY ESCROW AGENT The Purchase Agreement and Escrow Instructions and Contract Deposit are accepted on this day of , 2022. The balance of the purchase price will be deposited prior to the Close of Escrow. ESCROW AGENT: By: Escrow Officer SELLER: MARICOPA COUNTY, a political subdivision of the State of Arizona By Chairman of the Board of Supervisors ATTEST: By Clerk of the Board Date APPROVED AS TO FORM: By. Deputy County Attorney Date EXHIBIT A Exhibit “A” Attached to Fee Title Parcel No. 108-11-057H 2656 N 37" Avenue LEGAL DESCRIPTION FOR FEE TITLE That portion of Lot One (1), Park Thomas island, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona, in Book 294 of Maps, Page 32, lying in Section 34, Township 2 North, Range 2 East of the Gila and Salt River Meridian and described as follows: COMMENCING at the North P.C. of the Southeast corner of said Lot 4; Thence North 13°48’35” West along the Easterly line of sald Lot 1, a distance of 232.68 fect to the POINT OF BEGINNING; Thence South 76°11’25” West a distance of 58.35 feet; Thence South 69°37'33” West, a distance of 27.47 feet; Thence South 89°59'32” West, a distance of 114.00 feet; Thence North 00°01’28” West, a distance of 120.00 feet; Thence North 89°58’32” East, a distance of 48.00 feet; Thence North 58°19'36” East, a distance of 49.02 feet; Thence South 13°48’35” East, a distance of 3.00 feet; Thence North 76°11°25” East, a distance of 74.48 feet to the Easterly ine of sald Lot 1; Thence South 13°48'3S” East, along sald Easterly line, a distance of 141.20 feet to the POINT OF BEGINNING. The above described property contains 24,421 square feet or 0.5606 acres, more or less, and is depicted in Exhibit “A” attached, EXHIBIT B Exhibit "B*, Attached to FEE Title Roanoke Avenue 407.74 NOO°6RE2"E R=12,00' Typ Am22°39'10" R-260,00° L=?9,07" SOO"6 09 37th Drive 666.00" NO, BEARING LENGTH Li N 13°4835° We | 232,68! L2 S 76°14'25* W. 58,35! Lo S6orsray W 1 27.47! Ld § 89"5732"W 1 144.00! Ls Nop‘oi'2a" Wey 420,00! Le N 88°58'32" E 48,00' L7 N 68°19'36" E 49,02 LB S 13°48'35" E 3.00" Le N76°11'25"E 74.48" S 1a°4a'36°E | 141,20! | Lid QL A=22°3010" ~ Re200.00' L=70,07' Cambridge Avenue Proparty Area: 24,421 square feet or 0.5606 acras Scale: 17-700" Shi 1 of 7 10