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PURCHASE AND SALE AGREEMENT AND
ESCROW INSTRUCTIONS
222 AND 234 NORTH CENTRAL AVENUE, PHOENIX, AZ 85004
Contract Date:
December __, 2024
Seller:
MARICOPA COUNTY, a political subdivision of the State of Arizona
(“Seller”)
301 W. Jefferson St., 10th floor
Phoenix, Arizona 85003
Attention: Jennifer Pokorski, County Manager
Email: jen.pokorski@maricopa.gov
Buyer:
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF PHOENIX, ARIZONA, an Arizona nonprofit
corporation designated a political subdivision of the State of Arizona
(“Buyer”)
2201 E. Camelback Rd., Suite 405B
Phoenix, Arizona 85016
Attention: Juan Salgado, Chief Executive Officer
Email: jsalgado@phoenixida.com
Escrow Agent:
Pioneer Title Agency
(“Escrow Agent”)
1550 E. Missouri Ave., Suite 250
Phoenix, Arizona 85020
Attention: Donna Walt, Branch Manager
Email: Donna.Walt@pioneertitleagency.com
Escrow:
Pioneer Title Escrow #____________________
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Purchase Price:
The purchase price to be paid by Buyer for the Property shall be
established pursuant to a mutually agreed-upon appraisal (the “Purchase
Price”). The Parties shall amend this Agreement at such time that the
exact amount of the Purchase Price has been established. The Purchase
Price shall be paid in ready funds.
Property:
Approximately 0.62 acres of improved/unimproved land located at 222
and 234 North Central Avenue, City of Phoenix, County of Maricopa,
State of Arizona (Parcel 112-21-072C), and legally described on
Exhibit “A”. Improvements include two inter-connected +/- 248,819
square foot (SF) office buildings. The Property is occupied by employees
of Seller.
Due Diligence Period:
Beginning on the Contract Date and ending on 5 p.m. on the 365th day
following the Opening of Escrow.
Closing Date:
730 calendar days following the Contract Date, unless Seller extends the
Closing Date for up to an additional ninety (90) days pursuant to the terms
of this Agreement, or the parties by mutual agreement decide to close at
an earlier date.
Parties:
Buyer and Seller are sometimes referred to herein as the “Parties” or
individually as a “Party”.
Agreement:
The Purchase and Sale Agreement and Escrow Instructions and all exhibits
thereto as and if amended
THE TERMS LISTED ABOVE ARE DEFINED TERMS THAT ARE REFERRED TO
THROUGHOUT THIS AGREEMENT.
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ARTICLE I
AGREEMENT, PROPERTY, AND PURCHASE PRICE
Section 1.01. Agreement. Upon the Opening of Escrow, this Agreement will constitute a binding
and effective agreement of Seller to sell the Property to Buyer and will constitute a binding and effective
agreement of Buyer to purchase the Property from Seller.
Section 1.02. Inclusions in Property. The “Property” includes all easements, licenses, interests,
rights, privileges, and appurtenances held by Seller as of the Close of Escrow 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) any and all of Seller’s
parking rights and licenses to any garage or other parking pertaining to the Property; (iii) all of Seller’s
interest in any road, street, or alleyway adjoining the Property; (iv) 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, (v) any and all buildings, fixtures and improvements, if any, that may be located on the Property;
(vi) any and all replacements, renewals, substitutions, and additions of or to the Property that may be made
or acquired after the Opening of Escrow; and (vii) all transferable permits, licenses, warranties, and
entitlements applicable to the Property.
Section 1.03. Purchase Price. To consummate its purchase of the Property, Buyer agrees to pay
the Purchase Price to Seller in all ready funds through Escrow on the Closing Date for the Property by wire
transfer of US dollars or in otherwise immediately available funds.
Section 1.04. Opening of Escrow. The term “Opening of Escrow” means the date upon which
Escrow Agent has in its possession at least one fully executed original or facsimile counterpart of this
Agreement and, by its execution below, accepts this Agreement as its escrow instructions. Escrow Agent
will indicate the date of the Opening of Escrow on Escrow Agent’s Acceptance attached at the end of this
Agreement.
Section 1.05. Close of Escrow; Extension of Closing Date. The completion of the purchase and
closing of the Escrow for the Property (referred to interchangeably as the “Closing” or the “Close of
Escrow”) will occur on the Closing Date as set forth above or an earlier date for which Buyer and Seller
mutually agree. Buyer acknowledges that Seller may face unexpected circumstances that prevent their
vacating the Property by the Closing Date. In the event that the Closing Date is delayed, the Buyer anticipates
significant financial costs and logistical challenges. Seller may extend the Closing Date for up to ninety (90)
calendar days pursuant to the following terms and conditions: Seller will use its best efforts to identify where
and whether Buyer may begin construction; Seller will credit Buyer with $50,000 toward the purchase price
for every month (or partial month) following 730 days; Seller will continue to bear all maintenance costs
associated with the building.
Section 1.06. Escrow Instructions. This Agreement will constitute escrow instructions to Escrow
Agent.
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ARTICLE II
DUE DILIGENCE DOCUMENTS
Section 2.01. Title. Within seven (7) days after the Opening of Escrow, Escrow Agent will provide
Buyer with a preliminary title report or title commitment for an ALTA extended owner’s policy of title
insurance for the Property in the amount of the Purchase Price (provided that the Purchase Price has been
established) and complete and legible copies of all instruments and documents referred to as exceptions to
title, including a copy of the so-called vesting deed (collectively, the “Reports”). If the Purchase Price has
not been established, then the Parties will amend this Agreement, thereby giving the Escrow Agent direction
on preparing an amended owner’s policy. The Reports must be issued by Escrow Agent or an acceptable
title insurance underwriter, must include all title requirements for closing, and must be dated with an
effective date and time after the Opening of Escrow.
Section 2.02. Survey. To the extent an up-to-date ALTA/ACSM Land Title Survey of the Property
is not part of the Due Diligence Documents, Buyer may, at Buyer’s cost, cause to be prepared an
ALTA/ACSM Land Title Survey (“Survey”) of the Property. If Buyer has a Survey prepared, Buyer shall
cause the Survey to be certified to Seller.
Section 2.03. Environmental. Buyer may, at Buyer’s cost, cause to be prepared a Phase I
Environmental Site Assessment of the Property in accordance with any current ASTM Standards and if
required a Phase II Environmental Site Assessment of the Property.
Section 2.04. Due Diligence Documents. Within thirty (30) calendar days after the Opening of
Escrow, Seller will deliver to Buyer copies of all existing plans and specifications; studies, surveys, site
plans, copies of current leases or licenses related to the Property (including parking/garage documents), and
all other contracts or agreements that pertain to the Property; tax notices and correspondence; appraisals;
zoning reports and/or letters; existing title policies; existing Phase I and/or Phase II environmental site
assessments; soil reports; correspondence, resolutions, and similar records relating to the Property, the
development thereof or the environmental condition located thereon that were delivered to or performed by
or for Seller or its affiliates and/or that are known to be in the possession of, or are readily available to,
Seller, its agents, or its affiliates (collectively, the “Due Diligence Documents”). If Seller is aware if any
underground storage tanks and/or related piping (“USTs”) have ever been located under the Property, Seller
will provide Buyer, concurrent with the delivery of the other Due Diligence Documents, copies of all tank
registrations, tank and line tests, compliance tests and results, and inventory records for the three most recent
years, together with all information in Seller’s possession concerning any leakage from the USTs or
contamination of the Property.
The Due Diligence Documents are provided simply as an accommodation to Buyer, and Seller
makes no representations or warranties as to their accuracy or completeness. Buyer understands that some
of the Due Diligence Documents may have been provided by others to Seller and were not prepared by or
verified by Seller.
ARTICLE III
INTERIM SELLER OBLIGATIONS AND REPRESENTATIONS
Section 3.01. Interim Acts of Seller. From the Opening of Escrow until the Closing Date, Seller
covenants to Buyer that Seller will not perform any act, fail to perform any act, or permit any act or omission
to be made by any other party that would result in the breach or inaccuracy of any of Seller’s warranties
under this Agreement or enter into any contracts or agreements with respect to the Property. Seller will not
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further encumber or permit the further encumbrance of the Property after the Opening of Escrow. Seller has
not taken and 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 (called, collectively, the “Governmental Authorities”) 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. Further, from Opening of Escrow through the earlier to occur of the Closing Date or the date
Buyer cancels the escrow, Seller shall refrain from leasing, modifying any existing lease, entering any new,
or modifying any existing, vender contracts that will survive the Closing Date, without Buyer’s written
consent.
Section 3.02. Work on Property. 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
or may be paid from the proceeds of sale otherwise due to Seller by the Escrow Agent.. Seller shall provide
Buyer with all work orders, contracts, agreements evidencing all work done on the Property
contemporaneously with the work being done so that Buyer can remain informed on the condition of the
Property. 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.
Section 3.03. Representations and Warranties. Seller represents and warrants, to the best of
Seller’s knowledge, to Buyer as follows:
(a)
The Property is not now being used and, has not previously been used for the
generation, transportation, treatment, storage, or disposal of any hazardous or toxic wastes or
substances that are subject to regulation under any federal, state, or local laws or regulations
(“Hazardous Waste Laws”). There have been no past or current releases or substantial threats of
a release of a hazardous or toxic waste or substance from or unto the Property that are or may be
subject to regulation under the Hazardous Waste Laws.
(b)
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.
(c)
There are no intended public improvements that will or could result in any charges
being assessed against the Property and that will or could result in a lien or encumbrance upon the
Property or its owners.
(d)
There is no pending or contemplated condemnation or taking by inverse
condemnation of all or any portion of the Property by any Governmental Authorities.
(e)
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 suits or claims and that have not been disclosed in writing to Buyer by Seller.
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(f)
Other than this Agreement, Seller has not entered into any written or oral
agreement or option under which Seller is or could become obligated to sell or dedicate all or any
portion of the Property and Seller will not enter into this type of agreement or option with respect
to the Property during the term of the Escrow.
(g)
The act of entering into this Agreement and the completion of this transaction will
not in any way violate any agreements to which Seller is a party or any laws to which Seller is
subject.
(h)
This Agreement has been duly authorized and executed on Seller’s behalf and
constitutes the valid and binding agreement of Seller, enforceable in accordance with its terms.
Seller is not prohibited from consummating this transaction by the terms of its governing
documents or any judicial or governmental order or stay.
(i)
There are no parties in adverse possession of the Property, and no party uses or is
in possession of the Property other than Seller’s employees. On or before the Closing Date, Seller
covenants that all employees will have vacated the Property. The Property is not subject to any
lease or occupancy license that would give anyone other than Buyer the right to use or occupy the
Property after the Closing Date.
All representations and warranties contained in this Agreement are true, to the best of Seller’s
knowledge without inquiry, on and as of the Contract Date, will be true on and as of the Close of Escrow,
and will survive the Close of Escrow and the execution, delivery and recordation of the conveyancing deed
for a period of one (1) year only.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SELLER HEREBY
DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR
PURPOSES), WHETHER EXPRESS, IMPLIED OR BY OPERATION OF LAW, INCLUDING, BUT
NOT LIMITED TO, WITH RESPECT TO THE PRESENCE ON OR BENEATH THE PROPERTY (OR
ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS MATERIALS.
Section 3.04. Buyer Representations and Warranties. Buyer represents and warrants to Seller
as follows:
(a)
Buyer has the full power to execute, deliver, and carry out the terms and provisions
of this Agreement and has taken all necessary action to authorize the execution, delivery, and
performance of this Agreement;
(b)
The execution and delivery of this Agreement is not prohibited by, will not conflict
with, constitute grounds for termination of, or result in the breach of any agreements or instruments
to which Buyer is now a party or by which it is bound, or any order, rule, or regulation of any court
or any other governmental agency or official; and
(c)
This Agreement constitutes the valid and binding agreement of Buyer, enforceable
in accordance with its terms.
Buyer does hereby acknowledge, represent, warrant and agree to and with Seller that, except as
otherwise expressly provided in this Agreement: (i) Buyer is expressly purchasing the Property in its
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existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” with respect to all facts,
circumstances, conditions and defects that exist at the end of the Due Diligence Period. Seller shall maintain
the condition of the Property that exists at the end of the Due Diligence Period. Buyer will undertake all
such inspections, investigations, due diligence, and public records inspections of the Property and any
tenants as Buyer deems necessary or appropriate under the circumstances as to the condition of the Property
and the suitability of the Property for Buyer’s intended use.
ARTICLE IV
TITLE CONTINGENCY
Section 4.01. Buyer’s Objections. Buyer will have until the expiration of the Due Diligence
Period within which to advise Seller and Escrow Agent in writing that Buyer objects, in Buyer’s sole
discretion, to any matters contained in the Reports or disclosed by a Survey (“Buyer’s Objections”). If the
Report(s) or Survey is/are amended, Buyer will have until the earlier of the Closing Date or five days
following its receipt of the amended Report(s) or Survey (including legible and complete copies of all new
exceptions or requirements to title) to deliver Buyer’s Objections to any new matter; provided, however, if
the Report(s) and/or Survey is/are amended the day of, or 1 day prior to, the Closing Date and the amended
Report(s) contains a title exception (or the Survey contains a matter) that (i) Buyer was not aware of prior to
the date the amended Report(s) and/or Survey was/were received, (ii) was not previously reflected in the
Report(s) and/or Survey or a previous amendment to the Report(s) or Survey, and (iii) was not caused by the
action or inaction of Buyer or any one acting by or through Buyer (each an “Additional Exception”), then
the review and notice procedure set forth above shall apply except that (a) Buyer shall have two (2) calendar
days after receipt of an amendment to the Report(s) and/or Survey to give Seller written notice of Buyer’s
disapproval or conditional approval of the Additional Exception, (b) Seller shall have two (2) calendar days
from receipt of Buyer’s notice to respond (Seller’s failure to deliver a response notice being deemed to be
an election by Seller to not cure any Additional Exception) and (c) Buyer shall have two (2) calendar days
from Buyer’s receipt of Seller’s response notice to waive the Additional Exception or terminate this
Agreement. If Buyer fails to timely deliver Buyer’s Objections, Buyer will be deemed to have waived its
right to deliver the Buyer’s Objections to the Report(s).
Section 4.02. Seller’s Cure. In the event Buyer timely delivers Buyer's Objections to Seller and
Escrow Agent, Seller may, in its sole discretion, elect to cause the objected to item to be discharged or
removed on or before the earlier of the Closing Date or five days after receipt of Buyer’s Objections. Seller’s
failure to respond to Buyer’s Objections on or before the earlier of the Closing Date or five days after receipt
shall be deemed notice to Buyer that Seller is unable or unwilling to accomplish the discharge or removal of
the items in Buyer’s Objections. In the event Seller is unable or unwilling to accomplish the removal of the
objected to item or items on or before the earlier of the Closing Date or five days after receipt of Buyer’s
Objections, then Buyer may, in its sole discretion, on or before the earlier of the Closing Date or 48 hours
of receipt (or deemed receipt) of notice of Seller’s inability or unwillingness to accomplish the removal of
the objected to item or items, terminate this Agreement by written notice to the Seller and Escrow Agent.
Subject to Buyer’s rights under Section 5.01, failure of Buyer to deliver the written notice to Seller and
Escrow Agent in accordance with the foregoing sentence shall be deemed to be Buyer's election to proceed
to Close of Escrow and Buyer waiving the matters in Buyer’s Objections and Buyer shall take title subject
to all such matters not objected to or not cured, discharged or removed by Seller (the “Permitted
Exceptions”). Notwithstanding anything to the contrary in this Agreement and without the need to make
any formal written 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
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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 monetary liens created,
voluntarily caused, approved or otherwise permitted by Seller or arising under contracts let by Seller
affecting or purporting to affect title to the Property as disclosed on the Report(s), including without
limitation, any claim for a mechanics lien under a contract let by Seller, any judgment lien against Seller,
and all documentation securing any mortgage loan executed by Seller.
ARTICLE V
OTHER BUYER CONTINGENCIES
Section 5.01. Buyer Investigations. Buyer will have until the end of the Due Diligence Period
within which to conduct and approve any feasibility studies, physical inspections, environmental testing, due
diligence investigations, surveys, utility studies, soil tests, or other tests or investigations (collectively, the
“Buyer Investigations”) deemed necessary by Buyer, in its sole discretion, to determine the economic,
physical, developmental, and operational feasibility of Buyer’s purchase of the Property. Buyer’s obligation
to purchase the Property is conditioned on Buyer’s approval of the results of the Buyer Investigations and
the Due Diligence Documents, in Buyer’s sole discretion, on or before the end of the Due Diligence Period.
Further, 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. If the Buyer
Investigations or the Due Diligence Documents are not acceptable to Buyer, in Buyer’s sole discretion, or if
for any other reason or no reason (in Buyer’s sole discretion) Buyer determines not to proceed, Buyer may
deliver written notice terminating this Agreement to Seller and Escrow Agent on or before the end of the
Due Diligence Period. If Buyer delivers a written termination notice that is received by Seller and Escrow
Agent on or before the end of the Due Diligence Period, this Agreement and the related Escrow will be
deemed immediately cancelled. Any cancellation will be governed by the provisions of Section 5.03.
Notwithstanding anything to the contrary herein, Buyer’s obligation to purchase the Property is conditioned
upon no material adverse changes (as determined by Buyer in its sole, but reasonable, discretion) in the
physical, environmental, developmental or legal conditions on or related to the Property occurring following
the expiration of the Due Diligence Period. If a material adverse change related to the Property has occurred
following the expiration of the Due Diligence Period and before the Close of Escrow through no fault of the
Buyer, Buyer may terminate this Agreement in accordance with the terms of Section 7.03. Notwithstanding
any provision in this Agreement to the contrary, Buyer, in its sole discretion, has the right to cancel this
Agreement up until the Closing Date for any of the following reasons: (a) Buyer’s failure to secure federal
historic tax credits; (b) denial of approvals from the City of Phoenix; and (c) inability to obtain financing
despite diligent pursuit.
Section 5.02. Right of Entry. Commencing on the Contract Date and ending on the Closing Date,
Buyer, and its agents or assigns, shall have the right to enter the Property, upon advanced notice to Seller, 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 (individually
and collectively, (“Buyer Investigations”), as Buyer deems necessary to assure Buyer that the Property is
suitable for Buyer’s intended purposes. Buyer shall not conduct, permit or allow any intrusive testing to
occur without first obtaining Seller’s prior written consent, which shall not be unreasonably withheld,
conditioned, or delayed. If Seller shall refuse such consent, Buyer may terminate this Agreement. Any entry
by Buyer onto the Property, as well as any inspections, investigations, studies, and tests of the Property in
connection with Buyer Investigations, shall be subject to, and conducted in accordance with, all applicable
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laws. Seller, for security purposes, shall have the right to have its agents present during any and all of Buyer
Investigations. All of Buyer Investigations shall be arranged at mutually convenient times. Seller agrees to
use commercial best efforts to provide Buyer prompt access to the Property. Buyer agrees to indemnify,
defend, and hold Seller harmless for, from, and against any claim, damage, liability, cost (including
reasonable court costs and attorney fees), loss, or injury arising as a direct consequence of Buyer
Investigations, excluding any conditions which previously existed upon the Property. This inspection
indemnity of Buyer will survive the cancellation of this Agreement and the Close of Escrow.
Section 5.03. Failure of Condition. If Buyer properly provides written notice of its election to
cancel this Agreement and the Escrow as permitted under Article V, the cancellation will be immediate,
neither Seller nor Buyer will have any further obligation or responsibility to the other to perform under this
Agreement except as otherwise specifically set forth in this Agreement. Buyer’s failure to timely deliver a
written notice of cancellation for a failure of any of the contingencies described above will be deemed a
waiver of Buyer’s right to cancel this Agreement for a failure of that condition.
ARTICLE VI
CLOSING
Section 6.01. Non-Foreign Affidavit. At the Closing, Seller agrees to furnish to Buyer either a
sworn affidavit stating, under penalty of perjury, that Seller is not a “foreign person” as defined in the Internal
Revenue Code of 1986, as amended (“Code”) or other appropriate evidence that Buyer is not required to
withhold taxes under Section 1445(a) of the Code.
Section 6.02. Closing Deliveries. Seller, at the Close of Escrow of the Property, will deposit with
Escrow Agent (for recordation, if applicable, and delivery to Buyer): (i) a Deed, in the form attached as
Exhibit “B” (“Deed”), (ii) 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, (iii) such
other documents and instruments as may be required by applicable law, and (iv) all resolutions and
authorizations required by Escrow Agent to insure Seller’s authority and ability to sell the Property. Buyer,
at the Close of Escrow of the Property, will deliver to Escrow Agent (for disbursement to Seller) the closing
funds, plus all additional sums necessary to pay Buyer’s portion of the closing costs and prorations, if any,
and all resolutions and authorizations required by Escrow Agent to insure Buyer’s authority and ability to
acquire the Property.
Section 6.03. Possession. Seller must deliver exclusive physical possession of the Property to
Buyer at Close of Escrow free of any employees, subject only to those rights under the Permitted Exceptions.
Section 6.04. Accuracy of Warranties. Buyer’s obligation to purchase the Property is conditioned
upon the truth and accuracy, in all respects, of Seller’s warranties and representations made under this
Agreement.
Section 6.05. Title Policy. Buyer’s obligation to purchase the Property is conditioned upon Escrow
Agent’s issuance of (or the unconditional written commitment of Escrow Agent to issue) an ALTA Extended
Owner’s Policy of Title Insurance (“Title Policy”) for the Property in an insured amount at least equal to the
Purchase Price effective no earlier than the actual Close of Escrow and insuring Buyer’s fee simple title to
the Property, subject only to the Permitted Exceptions (and specifically containing no exceptions for any
Non-approved Exceptions).
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ARTICLE VII
CLOSING PRORATIONS AND COSTS
Section 7.01. Real Estate Taxes and Assessments. All non-delinquent real estate or ad valorem
taxes on the Property will be prorated as of the Closing Date, based upon the most current information
available. All delinquent real estate or ad valorem taxes will be paid in full by Seller on the Closing Date
together with all penalties and redemption charges. No further adjustment in any tax figures will occur
following the Closing. Seller will be entitled to receive any refunds or over-payments for taxes for tax years
prior to the year in which the Closing for the Property occurs. All improvement liens, special taxing districts,
or other special municipal or county assessments that affect the Property and that exist as of the Closing
Date for the Property will be paid in full by Seller as of the Close of Escrow.
Section 7.02. Title Insurance. Seller will pay the cost of issuance of a standard owner’s policy of
title insurance in the full amount of the Purchase Price. Buyer shall pay all premiums for the cost difference,
if any, between extended owner's title policy and standard owner's title insurance policy and charges of the
Escrow Agent for any endorsements obtained by Buyer.
Section 7.03. Closing Costs. Buyer and Seller shall each pay one-half of all applicable recording
and filing charges in connection with the Deed, and all escrow or closing charges of the Escrow Agent. The
obligations of the Parties under this Section shall survive the Closing (and not be merged therein) or any
earlier termination of this Agreement. In the event the Close of Escrow fails to occur hereunder due to the
default of one of the Parties, then, notwithstanding anything to the contrary contained herein, the defaulting
Party shall bear the sole and full liability for paying Escrow Agent any escrow and title cancellation fees and
charges. In the event Buyer elects to terminate this Agreement without a Seller default, Buyer shall bear the
sole and full liability for paying Escrow Agent any escrow and title cancellation fees and charges. Each
Party agrees to pay its own attorney fees. All prorations that are required to be made under this Agreement
will be made as of 12:01 a.m. on the date of Closing on the basis of a 365-day year.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01. Notices. Except as otherwise required by law, any notice required or permitted under
this Agreement must be in writing and must be given either: (i) by personal delivery; (ii) by United States
certified mail, return-receipt requested, postage prepaid, and properly addressed; (iii) by any private
overnight, “same day”, or “next-day” delivery service, delivery charges prepaid with proof of receipt; or (iv)
by E-mail. Notice sent in any of the manners set forth above must be addressed or sent to Seller, Buyer,
and/or Escrow Agent at the addresses or Email addresses set forth on the first page of this Agreement. Any
party may change its address or Email address for the purposes of delivery and receipt of notices by advising
all other parties in writing of the change. Notice delivered in one of the foregoing manners will be deemed
to be received: (I) on the date of delivery, if personally delivered; (II) on the date that is two (2) days after
deposit in the United States mail, if given by certified mail; (III) on the day after deposit with an express
delivery service, if given by overnight, “same day”, or “next-day” delivery service; or (IV) on the date of
transmittal, if given by Email. No notice will be deemed effective unless sent in one of the manners described
above.
Section 8.02. Broker’s Commission. Each party represents and warrants to the other that it has
not engaged or dealt with any broker or any other person who would be entitled to any brokerage commission
concerning this purchase of the Property. Each party agrees to indemnify and hold the other entirely free
and harmless for, from, and against any loss, damage, liability, or expense (including, without limitation,
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attorney fees) arising from any claim by any broker or any other person for brokerage commissions related
to such party or its representatives. Each party further agrees to defend the other at its sole cost and expense
from any claims. As used in this Agreement, the term “broker” will refer to any real estate broker,
salesperson, agent, listing agent, finder, or any other person entitled to a commission, and the term
“commission” will refer to any brokerage, advisory, or finder’s fees or commissions. The brokerage
indemnity (“Brokerage Indemnity”) referred to in this Section 8.02 will survive the cancellation or
termination of this Agreement and the related Escrow (and will be enforceable against the indemnifying
party notwithstanding anything in this Section 8.02 to the contrary) and the Close of Escrow.
Section 8.03. Buyer’s Right to Nominate and Assign. Without prior approval, Buyer, by written
notice to Seller and Escrow Agent, may assign its interest in this Agreement, this Escrow, and the Property.
only to another governmental entity. No purported assignment to other than a governmental entity shall be
effective. Upon any assignment, the assignee governmental entity will be deemed the “Buyer” for all
purposes.
Section 8.04. Risk of Loss. All risk of loss, damage, or taking of the Property that may occur prior
to Close of Escrow will be borne by Seller. Seller will maintain liability insurance coverage on the Property
until Close of Escrow. Seller shall also maintain property insurance coverage on the Property until Close of
Escrow. If any loss, damage, or taking occurs prior to Close of Escrow of the Property 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 the Agreement, except as otherwise provided in
this Agreement. If Buyer waives the right to cancel this Agreement because of any loss or damage to or
taking of the Property and elects to close the Escrow, Seller, at Close of Escrow and as a condition precedent
to closing, must either (if applicable): (i) pay Buyer (or direct Escrow Agent to credit Buyer against the
Purchase Price for) the amount of any insurance or condemnation proceeds actually received or to be
received by Seller plus the amount of Seller’s deductible under any insurance policy; or (ii) if no insurance
or condemnation proceeds have been received by Seller, assign to Buyer by proper written instrument all
rights or claims to the insurance or condemnation proceeds and pay Buyer (or direct Escrow Agent to credit
Buyer against the Purchase Price for) the amount of Seller’s deductible under any insurance policy.
Section 8.05. Seller’s Default. If Seller breaches this Agreement or fails to perform any of its
covenants or obligations under this Agreement or otherwise is in default under this Agreement, and if Seller
fails to cure the breach or default within five calendar (5) days after receipt of written notice from Buyer
specifying the breach or default, then Buyer may elect to terminate this Agreement or seek specific
performance. In no event shall Seller be liable for any special, punitive or consequential (including, but not
limited to, business losses) damages whatsoever with respect to any Seller breach or default under this
Agreement and Buyer hereby waives the right to seek any such damages.
Section 8.06. Buyer’s Default. If Buyer breaches this Agreement or fails to perform any of its
covenants or obligations under this Agreement or otherwise is in default under this Agreement, and if Buyer
fails to cure the breach or failure within ten calendar (10) days after receipt of written notice from Seller
specifying the default, Seller, as its exclusive and sole right and remedy, will be entitled to cancel this
Agreement and related Escrow by giving Buyer and Escrow Agent written notice of cancellation.
Section 8.07. 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
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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.
Section 8.08. Waiver of Conditions. Except as otherwise provided in this Agreement regarding
any deemed waivers for a failure to promptly act or elect, Buyer’s contingencies or conditions precedent
may be waived only by Buyer, and any waiver by Buyer may be done only in a writing signed by Buyer.
Section 8.09. Governing Law. This Agreement will be governed by and construed and enforced
in accordance with the laws of the State of Arizona. Any action brought to interpret, enforce, or construe
any provision of this Agreement must be maintained in the Superior Court for Maricopa County in the State
of Arizona or in the United States District court for the District of Arizona. All parties irrevocably consent
to this jurisdiction and venue and agree not to transfer or remove any action commenced in accordance with
this Agreement.
Section 8.10. Construction. The terms and provisions of this Agreement represent the results of
negotiations between Seller and Buyer, neither of which have acted under any duress or compulsion, whether
legal, economic, or otherwise. Consequently, the terms and provisions of this Agreement should be
interpreted and construed in accordance with their usual and customary meanings, and Seller and Buyer each
waive the application of any rule of law that states that ambiguous or conflicting terms or provisions are to
be interpreted or construed against the party whose attorney prepared the Agreement or any earlier draft of
the Agreement.
Section 8.11. Interpretation. The terms of this Agreement supersede all prior and
contemporaneous oral or written agreements and understandings of Buyer and Seller, all of which will be
deemed to be merged into this Agreement. If there is any specific and direct conflict between, or any
ambiguity resulting from, the terms and provisions of this Agreement and the terms and provisions of any
document, instrument, letter, or other agreement executed in connection with or in furtherance of this
Agreement, the term, provision, document, instrument, letter, or other agreement will be consistently
interpreted in a manner as to give effect to the general purposes and intention as expressed in this Agreement.
Section 8.12. Counterparts. This Agreement and any amendments may be executed in any
number of original or facsimile counterparts, each of which will be effective on delivery and all of which
together will constitute one binding agreement of the parties. Any signature page of the Agreement may be
detached from any executed counterpart of the Agreement without impairing the legal effect of any
signatures and may be attached to another counterpart of the Agreement that is identical in form to the
document signed (but that has attached to it one or more additional signature pages).
Section 8.13. Severability. If any one or more of the provisions of this Agreement or the
applicability in any provision to a specific situation is held to be invalid or unenforceable, the provision will
be modified to the minimum extent necessary to make it or its application valid and enforceable, and the
validity and enforceability of all other provisions of this Agreement and all other applications of the
provisions will not be affected by any such invalidity or unenforceability.
Section 8.14. Miscellaneous Definitions and Standards. The term “sole discretion” means that
the act or decision of the Party may be made in the Party’s independent and individual choice of judgment,
without regard to any objective or other standard of consideration. Except for those acts or decisions that
may be made in a Party’s “sole discretion”, all acts or decisions of any party to this Agreement must be
exercised with reasonable discretion. The term “will” or “shall” denotes a mandatory obligation, and the
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term “may” is a permissive word denoting an option. All references in this Agreement to the “Escrow
Agent” will be deemed to include the applicable title insurance underwriter for the Title Policy.
Section 8.15. Time is of the Essence. Time is of the essence in the performance of all obligations
under this Agreement. In calculating any time period under the Agreement that commences upon the receipt
of any notice, request, demand, or document, or upon the happening of any event, the date upon which the
notice, request, demand, or document is received or the date the event occurs (or is deemed to have occurred)
is not included within the applicable time period, but the applicable time period will commence on the day
immediately following. 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 that is not a Saturday, Sunday, or legal holiday and during which
Escrow Agent is open for business.
Section 8.16. 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 the 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 the 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.
Section 8.17. Confidentiality. Unless disclosure is required by any applicable laws following any
party’s receipt of a public record disclosure request, both Seller and Buyer agree that they shall keep the
transaction evidenced by this Agreement and each of its terms confidential and shall release no information
to any third party (other than their respective attorneys, accountants, contractors, agents or other
representatives) concerning this Agreement without the express written consent of the other Party, which
consent will not be unreasonably withheld.
Section 8.18. Conflicts of Interest. This Agreement is subject to cancellation in accordance with
A.R.S. § 38-511.
Section 8.19. Dispute Resolution. If any dispute, controversy, or claim arises between Buyer and
Seller regarding this Agreement, Buyer and Seller hereby agree to have their authorized representatives meet
in person within three (3) days after such dispute, controversy, or claim becomes apparent and to make a
good faith effort to amicably resolve such dispute, controversy, or claim. If such meeting does not resolve
the dispute, controversy, or claim in question, the parties will thereafter diligently use any applicable
administrative review procedures to resolve such dispute, controversy, or claim prior to taking any action to
have the dispute determined by a court or arbitrator,. If the dispute is still not resolved after exhausting
applicable administrative review procedures, the dispute shall be determined by a court, unless arbitration is
required by law (including as may be required by A.R.S. §§ 12-133 or 12-1518). Buyer and Seller hereby
acknowledge and agree that if the unresolved controversy is less than one hundred thousand ($100,000.00)
dollars, the dispute shall be resolved through arbitration in compliance with A.R.S. § 12-1518(c) after
exhausting applicable administrative review procedures.
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Executed as of the Contract Date stated above.
“Seller”
MARICOPA COUNTY, a political
subdivision of the State of Arizona
By:
Title: Chairman of the Board of Supervisors
ATTEST:
Clerk of the Board
Date
APPROVED AS TO FORM:
Deputy County Attorney
“Buyer”
THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF PHOENIX,
ARIZONA, an Arizona nonprofit corporation
designated a political subdivision of the State of
Arizona
By:
Name: Juan Salgado
Title: Chief Executive Officer
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ESCROW AGENT’S ACCEPTANCE
Escrow Agent hereby: (i) agrees to be bound by the provisions and perform the obligations hereof
applicable to Escrow Agent, (ii) agrees to comply with the Patriot Act with respect to transactions involving
prohibited persons, and (iii) declares that Opening of Escrow has occurred this _____ day of
_________________, 2024.
PIONEER TITLE AGENCY
By:
Name: Donna Walt
Title: Branch Manager
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EXHIBIT “A”
TO
PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
(Legal Description of Property)
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EXHIBIT “B”
TO
PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
(Form of Deed)
(see attached)
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WHEN RECORDED RETURN TO:
____________________________
SPECIAL WARRANTY DEED
For valuable consideration, the receipt and sufficiency of which are acknowledged, MARICOPA
COUNTY, a political subdivision of the State of Arizona (“Grantor”), conveys to THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF PHOENIX, ARIZONA, an Arizona nonprofit
corporation designated a political subdivision of the State of Arizona (“Grantee”), the following real
property situated in Maricopa County, Arizona, together with all appurtenants, benefits, privileges,
easements, licenses, interests and rights thereto, if any, including, without limitation: (i) any and all
mineral, water, and irrigation rights running with or pertaining to the Property; (ii) all of Grantor’s interest
in any road, street, or alleyway adjoining the Property (collectively, the “Property”) as described in Exhibit
A attached hereto.
SUBJECT TO: current taxes; current assessments; patent reservations; all covenants, conditions,
restrictions, easements or other matters of record or to which reference is made in the public record
(specifically excluding, however, all mortgages and deeds of trust executed by Grantor and liens arising
from Grantor’s actions and liens arising from Grantor’s failure to pay amounts due and payable by Grantor
prior to the date hereof); and any and all covenants, conditions, easements, encroachments, rights-of-way,
restrictions or other matters which an accurate survey of the Property would reveal.
AND THE GRANTOR hereby binds itself and its successors to warrant and defend the title against
the acts of the Grantor and no other, subject to the matters set forth above.
[SIGNATURE PAGE FOLLOWS]
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DATED as of ____________, 202_.
“GRANTOR”
MARICOPA COUNTY, a political
subdivision of the State of Arizona
By:
Name: Jack Sellers
Title: Chairman of the Board of Supervisors
STATE OF ARIZONA
)
)ss.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this _____ day of ____________, 202_, by
_______________________________________, the ________________________ of MARICOPA
COUNTY, on behalf of the County.
Notary Public
My Commission expires:
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EXHIBIT “A”
TO
PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
(Legal Description of the Property)
Docusign Envelope ID: 646118C3-C000-48FF-BDE0-D91E4BFC60BF
Certificate Of Completion
Envelope Id: 646118C3C00048FFBDE0D91E4BFC60BF
Status: Completed
Subject: Complete with Docusign: PSASecurityBuildingCountyFinal_05122026_Clean.pdf
Source Envelope:
Document Pages: 20
Signatures: 1
Envelope Originator:
Certificate Pages: 4
Initials: 0
Zoe Peru
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
2901 W Durango
Phoenix, AZ 85009
zoe.peru@maricopa.gov
IP Address: 163.116.139.115
Record Tracking
Status: Original
12/6/2024 8:40:49 AM
Holder: Zoe Peru
zoe.peru@maricopa.gov
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: ITC
Location: DocuSign
Signer Events
Signature
Timestamp
Wayne Peck
peckw@mcao.maricopa.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 156.42.6.1
Sent: 12/6/2024 8:44:03 AM
Viewed: 12/6/2024 8:48:58 AM
Signed: 12/6/2024 8:49:05 AM
Electronic Record and Signature Disclosure:
Accepted: 12/6/2024 8:48:58 AM
ID: 4ef1b00b-9c2a-40fb-99d8-3e2ce127b4bd
In Person Signer Events
Signature
Timestamp
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Timestamp
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Status
Timestamp
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Status
Timestamp
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Timestamp
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Hashed/Encrypted
12/6/2024 8:44:03 AM
Certified Delivered
Security Checked
12/6/2024 8:48:58 AM
Signing Complete
Security Checked
12/6/2024 8:49:05 AM
Completed
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12/6/2024 8:49:05 AM
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Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Maricopa County (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 8/14/2024 9:42:31 AM
Parties agreed to: Wayne Peck
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Maricopa County:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: itchelpdesk@maricopa.gov
To advise Maricopa County of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at itchelpdesk@maricopa.gov and in
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To request paper copies from Maricopa County
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to itchelpdesk@maricopa.gov and in the
body of such request you must state your email address, full name, mailing address, and
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To withdraw your consent with Maricopa County
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
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select the check-box indicating you wish to withdraw your consent, or you may;
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your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
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You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Maricopa County as described above, you consent to receive
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by Maricopa County during the course of your relationship with
Maricopa County.