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PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
C-78-
This Purchase Agreement and Escrow Instructions (“Agreement”) is entered into by and between
MARICOPA COUNTY a political subdivision of the State of Arizona (“Buyer”), and MG SPORTS
COMPLEX, LLC an Arizona limited liability company (“Seller”), as of the last date executed below (the
“Effective Date”). Buyer and Seller may collectively be referred to herein as the “Parties”, or individually
as a “Party”.
WITNESSETH:
THAT Seller is the owner of, and agrees to sell to Buyer, and Buyer agrees to purchase from Seller,
a portion of the property known as Assessor’s Parcel No. 142-60-009A, generally located at 10139 W.
Northern Ave, Glendale, AZ 85307, and more particularly described and depicted on Exhibits A and B,
attached hereto and made a part hereof (the “Property”).
THAT Seller shall convey the Property to Buyer via a duly executed Special Warranty Deed, the
form of which is attached hereto and made a part hereof as Exhibit C.
NOW THEREFORE, for the good and valuable consideration set forth herein, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree to the following:
TERMS AND CONDITIONS:
1. PURCHASE PRICE. The purchase price for the Property is Six Million Five Hundred Ninety-
Two Thousand Five Hundred Twenty-Seven Dollars ($6,592,527.00) (the “Purchase Price”) and shall be
paid by Buyer to Seller on or before the Close of Escrow, defined below. Within ten (10) business days
following the Effective Date of this Agreement, Buyer shall open escrow on this transaction by placing an
earnest money deposit (the “Earnest Money Deposit”) in the amount of Five Hundred Thousand Dollars
($500,000.00) to be deposited into an escrow account chosen by Buyer. The Earnest Money Deposit shall
be: (i) credited to Buyer toward the Purchase Price at Close of Escrow; (ii) refunded to Buyer if Buyer
cancels this Agreement during the Inspection Period as defined in Section 4.01 below; or (iii) non-
refundable to Buyer following expiration of the Inspection Period for any reason other than termination of
this Agreement as a result of Seller’s uncured default hereunder, or any other provision hereunder that
provides for the return of the Earnest Money Deposit to Buyer.
1.01. Escrow Agent. The escrow agent (“Escrow Agent”) for this Agreement is:
Company: Security Title Agency, Inc
Address: 4722 N. 24th St. Ste. 200, Phoenix AZ 85016
Agent: Jason Bryant
Phone: (602) 230-6297
Fax: (602) 926-0452
Email: jbryant@securitytitle.com
1.02. Escrow Instructions. This Agreement also constitutes escrow instructions to Escrow Agent.
1.03. Escrow Opening Date. The “Escrow Opening Date” shall be the date that a fully executed
and/or conformed original or copy or counterpart original(s) or copy/ies of this Agreement
are delivered to the Escrow Agent.
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1.04. Close of Escrow Date. Close of Escrow shall occur no later than thirty (30) days after the
expiration of the Inspection Period, which date shall be referred to as the “Close of Escrow”.
Buyer shall establish the date for Close of Escrow with at least seven (7) days’ prior written
notice to Seller and Escrow Agent. The Director of Real Estate of Maricopa County may, in
its sole discretion, determine Close of Escrow as provided in this Section 1.04.
Notwithstanding the foregoing, provided that all conditions have been satisfied, the Close of
Escrow shall occur no later than thirty (30) days after the expiration of the Inspection Period.
All real property taxes and assessments, income and expense pro-rations, if any, shall be as
of the last day of the month of the Close of Escrow. At the Close of Escrow, both the title
to, and possession of, the Property shall be transferred from Seller to Buyer.
1.05. Title Insurance; Close of Escrow Costs and Prorations.
a) Escrow Agent shall issue, or cause to be issued, a standard coverage owner’s policy of title
insurance in the amount of the Purchase Price and naming Buyer as the insured. Seller
agrees that the cost of the standard coverage owner’s title policy, and the cost to remove
any liens, including but not limited to liens resulting from any delinquent real property
taxes and assessments due (if any) on the Property, shall be deducted from Seller’s
proceeds, and/or Seller’s funds, at Close of Escrow. Seller is responsible for all real
property taxes that have accrued on the Property through Close of Escrow. Buyer is
exempt from the payment of real property taxes by operation of law. Seller shall pay
transfer taxes (if any) recording fees, and all other fees and costs incurred to repay any
liens or other expenses. Buyer and Seller each agree to pay one-half (1/2) of the escrow
fee except as previously stated herein. Each Party agrees to pay its own attorney fees.
b) All of the above-referenced costs that are the responsibility of Buyer shall be paid into
escrow on or before the Close of Escrow in addition to the Purchase Price. Any monetary
encumbrances existing against the Property at the Close of Escrow, and all costs that are
the responsibility of Seller shall be paid from Seller’s proceeds, and/or Seller’s funds,
prior to, or at Close of Escrow as required by Escrow Agent and prior to any distributions
to Seller. Seller shall deliver fully executed releases in form able to be recorded and in
form acceptable to the Escrow Agent such that they may be removed as exceptions to
title for any and all costs and encumbrances that are not to be paid by the Escrow Agent
from Seller’s proceeds at Close of Escrow.
1.06. Real Estate Commission. No brokers were involved in this transaction and there are no
Real Estate Commissions to be paid.
1.07. Close of Escrow Documents. On or before the Close of Escrow, Seller shall deliver to
Escrow Agent:
a) A Special Warranty Deed, duly executed and acknowledged on behalf of Seller,
conveying the Property to Buyer, the form of which is attached hereto and made a part
hereof as Exhibit C.
b) Such other documents as shall be reasonably required by Buyer and/or Escrow Agent as
a condition to insuring title to the Property and as required to effectuate the Close of
Escrow.
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1.08. Seller’s Obligations Regarding Reports. As soon as practicable, but in no event later than
five (5) days after full execution of this Agreement, Seller shall deliver to Buyer the
following items that are in Seller’s possession:
a) Preliminary Title Report including exceptions and referenced documents.
b) Financial information, including all Property Tax records, copies of all applicable service
contracts, insurance policies, guarantees/warrantees, management reports, utility bills,
and loan documents (if any).
c) Existing Phase I Environmental Report and any follow-on Hazardous Substance
Conditions Reports.
d) Any information and/or soil reports relating to the geotechnical conditions of the
Property, if any.
e) Existing ALTA survey of the Property.
f) Copies of all covenants, conditions, and restrictions applicable to the Property, if any.
2.
TITLE COMMITMENT.
2.01. Preliminary Title Report. Within ten (10) business days of the Escrow Opening Date,
Escrow Agent shall provide to Buyer and Seller, at Seller’s expense, a Commitment for Title
Insurance for the Property (the “Title Report”) together with legible copies of all documents
specifically described in Schedule B II thereof, for Buyer’s review. Further, in the event that
any updates, supplements or amendments to the Title Report are subsequently prepared,
copies of such documents shall be timely delivered by Escrow Agent to both Buyer and
Seller.
2.02. Title Objections; No Obligation to Act.
a)
Except with respect to any title exception intentionally and voluntarily created by Seller
after the issuance of the Title Report, nothing herein shall be deemed to impose on Seller
any obligation to bring any action or proceeding, or to expend any unreasonable sum or
effort in order to fulfill any condition, nor shall Buyer otherwise have any right or action
against Seller in respect thereof. Notwithstanding anything to the contrary in this
Agreement, and without the need to make any formal written title objections, Buyer
objects to: (i) all deeds of trust and/or mortgages; (ii) all assignments of leases, licenses,
rents and UCC-1 financing statements; (iii) all judgment liens, mechanic’s liens, notices
of lis pendens, tax liens, attachments, and any other matters evidencing monetary
encumbrances (other than liens for non-delinquent property taxes); (iv) any options or
rights of purchase; and (v) notices of lease, possession, or occupancy rights to all or part
of the Property (collectively, “Non-approved Exceptions”).
b)
At Buyer's option, but not as a condition precedent to Buyer’s obligation to close escrow,
Buyer may procure an extended coverage title insurance policy, if available, in which
event Buyer shall pay the amount of increased premium (including for any endorsements
requested by Buyer) 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 Buyer in the amount of the Purchase Price of the Property.
2.03
Title Clearing. Within ten (10) business days of the Escrow Opening Date, Escrow Agent
shall contact Seller and all other necessary entities to obtain lien release, consent to sale, and/or
consent to assignment requirements from all existing mortgages, liens, judgments, contracts,
lessees, lessors, etc. as well as begin any and all document preparation for title clearing. Seller,
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at Seller’s sole cost and expense, will fully pay and discharge, and/or ensure release of, any
Non-approved Exceptions on or before the Close of Escrow.
3.
SELLER'S REPRESENTATIONS.
3.01. Seller owns the Property in fee simple and has full power and authority to execute this
Agreement and to consummate the transaction contemplated herein.
3.02. Seller represents that, to Seller’s knowledge, there is no pending or threatened condemnation
proceeding affecting any part of the Property, and Seller has not received any notice of any
such proceeding and has no knowledge that any such proceeding is contemplated.
3.03. Other than as set forth in the Title Report, to Seller’s knowledge, there are no parties in
possession of the Property, and no other party has been granted any license, lease, or other
right relating to the use or possession of the Property.
3.04. Seller has not granted any rights of first refusal or options to purchase the Property to any
other third party.
3.05. From and after the Effective Date of this Agreement, Seller shall not at any time prior to
Close of Escrow, grant any additional interest in the Property to any party, or voluntarily
encumber the Property.
3.06. From and after the Effective Date of this Agreement, Seller shall continue to maintain the
Property through Close of Escrow in the same condition the Property exists at the time of
full execution of this Agreement, general wear and tear excepted.
3.07. All representations and warranties of Seller contained in this Agreement are true on and as
of the Escrow Opening Date and will be true on and as of the Close of Escrow.
If Buyer learns of any actual or alleged material inaccuracy in Seller’s representations or
warranties after the date hereof and prior to the Close of Escrow, Buyer shall promptly notify
Seller thereof. If Seller learns of any actual or alleged material inaccuracy in such
representations or warranties, Seller shall promptly notify Buyer thereof. Seller shall have
the right, but not the obligation, at Seller’s cost and expense, to cure such inaccuracy. Seller
shall advise Buyer of the election to cure within ten (10) days of the notice required. Failing
such cure by Seller, Buyer’s exclusive remedy in such event shall be to elect, on or before
the earlier of the scheduled Close of Escrow or the date that is five (5) business days after
Seller providing Buyer notice of its election to either (i) waive such breach and proceed to
consummate the transaction contemplated by this Agreement without reduction in the
Purchase Price or (ii) terminate this Agreement, whereupon Escrow Agent shall return the
Earnest Money Deposit to Buyer, Seller shall be liable for all customary escrow cancellation
charges, and neither Party will have any further rights or obligations regarding this
Agreement or the Property except for any obligations which are to expressly survive the
termination of this Agreement. Seller’s representations and warranties as contained herein
shall survive the Close of Escrow for a period of six (6) months, but not thereafter, it being
the intention of the Parties that any suit or action for breach or for indemnity against
liabilities resulting from any such breach must be brought no later than six (6) months after
the Close of Escrow or they shall be forever barred. Seller shall have no liability whatsoever
to Buyer with respect to a breach of any of the representations and warranties contained in
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this Section if Buyer proceeds to the Close of Escrow without exercising the right of
termination set forth above.
4.
ACCESS TO PROPERTY.
4.01. Buyer’s Investigations; Right of Entry.
a)
Inspection Period; Buyer’s Investigations. Commencing on the Effective Date of this
Agreement, and ending at 5 p.m. (Phoenix, Arizona time) on the sixtieth (60th) day
following the Escrow Opening Date (“Inspection Period”), Buyer, and its agents or assigns,
shall have the right to enter the Property, at Buyer’s cost and expense, for the purposes of
completing such tests, studies, investigations, surveys, appraisals, and physical inspections
of the Property that Buyer deems necessary or appropriate, including but not limited to a
Phase I environmental site assessment, and if necessary, a Phase II environmental site
assessment (individually and collectively, “Buyer Investigations”), as Buyer deems
necessary to assure Buyer that the Property is suitable for Buyer’s intended purposes and
that no hazardous wastes or substances are located on or under the Property. Buyer shall not
conduct, permit or allow any intrusive testing to occur (i.e., drilling or boring into the
Property) 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. 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. 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 laws. If
Seller unreasonably delays or denies Buyer access during the Inspection Period, Buyer shall
have the right to (i) extend the Inspection Period one day for each day of any such
unreasonable delay; or (ii) in Buyer’s sole discretion, deliver written notice terminating this
Agreement to Seller and Escrow Agent within five (5) days of the end of the Inspection
Period. If Buyer elects to timely terminate this Agreement, the Parties shall follow the
procedures set forth below in Section 4.01(d).
b)
Within ten (10) business days of the Escrow Opening Date, Seller shall deliver to Buyer
electronic copies of any (i) surveys and site plans that pertain to the Property; (ii) tax notices
and correspondence; (iii) zoning reports and/or letters; (iv) existing soil reports; (v)
correspondence and/or reports from regulatory agencies; and (vi) similar records relating to
the Property, or the development thereof, that are in the possession of, or are readily available
to, Seller or its agents (collectively, the Due Diligence Documents), if any.
c)
Within the first fifteen (15) days of the Inspection Period, Seller shall also deliver to Buyer
copies of all leases or licenses affecting the Property if any, and all other contracts or
agreements relating to the Property, along with estoppel certificates certifying that any leases
are in effect and in good standing.
d)
Buyer’s Termination Right. If Buyer Investigations are not acceptable to Buyer, in Buyer’s
sole discretion, Buyer may deliver written notice terminating this Agreement to Seller and
Escrow Agent on or before the end of the Inspection Period, in which event this Agreement
and the related escrow will be deemed immediately cancelled, and Buyer shall be refunded
the Earnest Money Deposit. Seller shall pay the customary escrow cancellation charges, and
neither Buyer nor Seller will have further rights or obligations regarding this Agreement or
the Property except for any obligations which expressly survive the termination of this
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Agreement. Seller has no obligation to cure or remove any matter found as a result of Buyer
Investigations pursuant to this Agreement. If Buyer timely exercises its right to terminate
this Agreement, Buyer shall, within ten (10) business days after such termination, deliver to
Seller, without charge, and without any representation or warranty as to their use or accuracy,
the surveys, inspections, boring, percolation, geologic, environmental and soil tests, and
other non-confidential studies of the Property performed by or on behalf of Buyer, if any,
during the Inspection Period.
4.02. Insurance. Seller acknowledges and agrees that Buyer is self-insured. Buyer shall deliver
proof of self-insurance to Seller prior to conducting any of the Buyer Investigations.
4.03. Environmental Stipulations. If Seller has knowledge or possession of any environmental
reports on the Property, Seller shall, within ten (10) business days of the Escrow Opening
Date, provide Buyer with a list and the date of any environmental reports conducted on the
Property that are known to the Seller, and provide a copy of said reports that are in Seller’s
possession to the Buyer. Buyer may, at its own expense, have the environmental report(s)
updated and certified or addressed to Buyer and/or obtain new environmental report(s), all
at Buyer’s expense.
4.04. Survey of the Property. Seller shall disclose to Buyer any and all surveys of the Property
known to the Seller and shall, within ten (10) business days of the Escrow Opening Date,
furnish a copy of said survey(s) in Seller’s possession to Buyer.
4.05. Damages. Buyer shall be solely responsible for any damage Buyer causes to the Property
prior to the Close of Escrow. If any mechanic’s or materialman’s liens or claim of lien or
any other lien, claim, judgment or other encumbrance at any time shall be filed against the
Property or any part thereof or against Seller’s interest therein as a result of any labor
performed or materials or services furnished or claimed to have been performed or furnished
to or on behalf of Buyer, Buyer shall, promptly after receipt of notice of the filing thereof,
cause the same to be released and discharged of record, by payment, bond or otherwise, all
of which shall be at Buyer’s sole cost and expense. The foregoing shall survive the Close of
Escrow or the termination of this Agreement.
4.06. Claims Arising Out of Entry. To the extent not prohibited by law, Buyer, and its agents or
assigns, shall indemnify, defend, and hold harmless Seller, as indemnitee, from and against any
and all any and all claims losses, liability, costs, or expenses (including reasonable attorney’s
fees) (hereinafter collectively referred to as Claims) arising out of Buyer’s, and/or its officers,
officials, agents, employees, contractors, vendors, customers, or visitors, entry on to the
Property, , but only to the extent that such Claims are caused by the act, omission, negligence,
misconduct, or other fault of Buyer and/or its officers, officials, agents, employees, contractors,
vendors, customers, or visitors.
5.
BUYER'S REPRESENTATIONS. Buyer represents that it has full power and authority to
enter into this Agreement and to consummate all of the transactions hereby contemplated.
6.
RISK OF LOSS. Except as otherwise provided in this Agreement, all risk of loss related to
ownership and possession of the Property, including liability to third persons, shall be the responsibility of
Seller until the title and possession of the Property passes to Buyer at Close of Escrow. If any loss of,
damage to, or taking of the Property occurs prior to Close of Escrow (other than loss or damage caused by
Buyer) that renders the Property unusable or ill-suited (as determined by Buyer in its sole, but reasonable,
discretion) for Buyer’s intended use, Buyer, at Buyer’s sole option and by written notice to Seller and
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Escrow Agent, will be entitled to cancel this Agreement and the related escrow. Upon Buyer’s cancellation
of this Agreement under the preceding sentence, Buyer’s Earnest Money Deposit shall be returned to Buyer,
Buyer and Seller shall each pay one-half of the customary escrow cancellation charges, and neither Seller
nor Buyer will have any further obligation or responsibility to the other to perform under this Agreement,
except as otherwise provided in this Agreement.
7. ENVIRONMENTAL LIABILITY. To the best of Seller’s knowledge, except as may have
been disclosed to Buyer, including without limitation in the reports, no hazardous substances or wastes or
petroleum products have been located on the Property, and Seller has received no notice of any violations
of any local, state or federal statutes or laws governing the generation, treatment, storage, disposal or clean-
up of hazardous substances.
8.
ASSIGNABILITY. Neither Seller nor Buyer may assign any of its rights or obligations
under this Agreement without the other Party’s advance written consent. This Agreement shall be binding
upon Seller and Buyer and their respective successors and assigns.
9.
BREACH OF AGREEMENT, DAMAGES.
9.01
In the event of: (i) the breach or non-performance of this Agreement by Seller; or (ii) a
default in the performance of any of its obligations hereunder by Seller, then 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
Seller and the Escrow Agent. If that occurs, Seller shall be liable for all customary escrow
cancellation charges, and Escrow Agent shall refund the Earnest Money Deposit to 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.
9.02
In the event of: (i) the breach or non-performance of this Agreement by Buyer; or (ii) Buyer
fails to close this transaction, other than due to the default of Seller, and if Buyer fails to cure
the breach or failure within thirty (30) business days after receipt of written notice from
Seller specifying the default, Seller’s sole and exclusive remedy shall be to terminate this
Agreement and escrow by giving written notice to Buyer and Escrow Agent. Buyer shall be
liable for all customary escrow cancellation charges and 50% of the Earnest Money Deposit
shall be forfeited to the Seller. Such payment of the escrow cancellation charges and Earnest
Money Deposit shall be the Seller’s sole and exclusive remedy in the event of default by
Buyer. Seller hereby waives and releases any right to, and hereby covenants that Seller shall
not, sue Buyer for (a) specific performance, or (b) damages. The provisions of this Section
9.02 shall survive the termination of this Agreement.
10.
“AS-IS, WHERE IS”. At Close of Escrow, the Property will be conveyed to the Buyer by
Seller in a strict “as is, where is” condition. Seller has made no representations or warranties regarding the
condition of the Property other than as set forth in this document and Buyer does not and may not rely upon
any representation or warranty that is not set forth in writing in this Agreement or in the Special Warranty
Deed.
11.
NOTICES. No notices, waiver, or other communication under this Agreement shall be
effective unless in writing and personally served, or sent by certified mail, return receipt requested, with
postage prepaid or by commercial express delivery service providing receipted delivery, or sent by
electronic mail, read receipt requested. All such notices shall be addressed to the Parties at the addresses
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noted below. If personally served, or sent via commercial delivery service, any such notice shall be deemed
given at the time of such service or, if by mail, two (2) calendar days following the depositing of the same
in a post office box regularly maintained by the United States Postal Service.
BUYER:
SELLER:
Maricopa County
MG Sports Complex, LLC
Attn: Director Real Estate
Attn: Parminder Singh
2801 W. Durango Street
7138 N. 110th Avenue
Phoenix, AZ 85009
Glendale, AZ 85307
alex.smith@maricopa.gov
tony@mangatgroup.com
12.
1031 EXCHANGE. Any Party/Parties may consummate (and the other party/parties shall
reasonably cooperate with) the sale of the property as part of a so-called like kind exchange (“Exchange”),
pursuant to applicable tax codes, provided that: (a) the Close of Escrow shall not be delayed or affected by
reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition to
any Party’s obligations under this Agreement; and (b) no Party shall incur any cost or liability in connection
with another Party’s Exchange.
13.
GENERAL PROVISIONS.
13.01. Date of Agreement. The date of this Agreement for all purposes where such date is
referenced herein shall be the date last signed on the signature pages that follow.
13.02. Section Headings. The section headings in this Agreement are inserted only as a matter of
convenience in reference and are not to be given any effect whatsoever in construing any
provision of this Agreement.
13.03. Authority to Execute. Seller and Buyer both acknowledge that the person(s) whose
signatures appear below have appropriate authority to execute this Agreement on behalf of
Seller and Buyer. Seller to provide documentation to Buyer with proof of Seller’s authority
to execute prior to the Close of Escrow.
13.04. Counterparts and Recitals. This Agreement may be signed in any number of counterparts,
each of which shall be deemed an original but all of which together shall constitute one and
the same instrument. Electronic signatures shall have the same force and effect as original
signatures. The Recitals by this reference are hereby incorporated into this Agreement.
13.05. Survival and Expiration. All representations, indemnities and warranties made in the
Agreement shall survive the expiration of this Agreement.
13.06. Non-Foreign Affidavits. Seller agrees that, in order to comply with Internal Revenue Code
Section 1445, Seller will sign a Non-Foreign Affidavit in a form provided by Escrow Agent
and approved by Buyer. Said Affidavit to be delivered to Escrow Agent on or before the
Close of Escrow.
13.07. Severability. If any term, covenant, condition or provision of this Agreement, or the
application thereof to any person or circumstance shall, at any time or to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application of such terms
or provision to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, covenant, condition and
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provision of this Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
13.08. Conflict of Interest. This Agreement is subject to A.R.S. § 38-511, the provisions of which
are incorporated herein by reference, and may be canceled pursuant thereto.
13.09. Waiver. Failure of any Party to exercise any term, condition, right, or option arising out of
a breach of this Agreement shall not be deemed a waiver of any other term, condition or
covenant herein, or of a subsequent breach of any term, right, option, covenant or condition
herein with respect to any subsequent or different breach, or the continuance of any existing
breach.
13.10. Ambiguity. This Agreement was drafted by Buyer with the assistance of attorneys. Neither
Party nor their attorneys have rendered legal or other advice to the other Party regarding the
sale of the Property or the specific terms of this Agreement. The Parties are aware of their
right to obtain independent professional and/or legal assistance with this Agreement and,
upon signing of the Agreement, the Parties represent that they have taken all steps deemed
necessary (including but not limited to, seeking the advice of professionals and/or attorneys)
to assist them with this transaction. Consequently, any ambiguity in this Agreement shall not
be construed against either Party.
13.11. Venue, Governing Law. This Agreement shall be deemed to be made under, construed in
accordance with, as well as governed, interpreted and regulated by, the laws of the State of
Arizona. Suit to enforce any provision of this Agreement, or to obtain any remedy with
respect hereto, may be brought in the Superior Court of the State of Arizona, Maricopa
County.
13.12. Statutory Authority. The Property is being purchased by Buyer in compliance with A.R.S.
11-251.
13.13. Time is of the Essence. Other than where this Agreement provides for a period of cure, time
is of the essence in the performance of all obligations under this Agreement. If the time for
performance of any obligation or for taking any action under the Agreement expires on a
Saturday, Sunday, or legal holiday, the time for performance or for taking action will be
extended to the next succeeding day which is not a Saturday, Sunday, or legal holiday and
during which Escrow Agent is open for business. For purposes of this Agreement, “business
day” means a day that is not a Saturday, Sunday, or legal holiday and during which Escrow
Agent is open for business.
13.14. Amendment. This Agreement may only be amended by a written instrument executed by
Buyer and Seller expressly stating their intention to amend this Agreement.
13.15 Administration of Agreement. The Assistant County Manager for Maricopa County and/or
the Director of the Real Estate Department for Maricopa County shall administer this
Agreement on behalf of Buyer, including executing documents to advance administration of
this Agreement.
13.16 No Recording. Each Party hereto covenants and agrees that it has no right to, and in no
event will such Party, record or cause to be recorded this Agreement or any memorandum
hereof or other document relating to this Agreement (other than the documents to be
recorded in connection with the Close of Escrow under this Agreement) and, if either Party
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breaches the provisions of this Section, the other Party shall have the option of terminating
this Agreement. The provisions of this Section shall survive the Close of Escrow or any
termination of this Agreement indefinitely.
13.17 Attorneys’ Fees. If any legal action or other proceeding is brought or if an attorney is
retained for the enforcement of this Agreement or any portion thereof, or because of any
alleged dispute, breach, default or misrepresentation in connection with any of the provisions
of this Agreement, the prevailing Party shall be entitled to recover from the other Party
reimbursement for the reasonable fees of attorneys and other costs (including court costs)
incurred by the prevailing Party, in addition to any other relief to which it may be entitled.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE(S) FOLLOW
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date written below.
SELLER:
MG Sports Complex, LLC, an Arizona limited liability company
By:
_________________________
Parminder Singh
Its:
Member and Manager
Date: _________________________
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BUYER:
MARICOPA COUNTY,
a political subdivision of the State of Arizona
By:_______________________________
Chairman of the Board
ATTEST:
____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
___________________________________
Deputy County Attorney Date
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ACCEPTANCE BY ESCROW AGENT
The Purchase Agreement & Escrow Instructions are accepted on this _______ day of ____________, 2024.
ESCROW AGENT: Security Title Agency, Inc
By: _____________________________________
Jason Bryant, Escrow Agent
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EXHIBIT A
Attached to Purchase Agreement & Escrow Instructions
PROPERTY
The following described tract of land situate and lying in the County of Maricopa, State of Arizona, to wit:
Parcel No. 142-60-09A
West Valley Animal Care and Control
LEGAL DESCRIPTION
A portion of that certain property recorded in instrument 2024-0242292 and re-recorded in
instrument 2024-0364747, Recorder of Maricopa County, lying in the Northeast quarter of Section
5, Township 2 North, Range 1 East of the Gila and Salt River Base and Meridian, Maricopa
Arizona, Arizona, said portion being described as follows:
COMMENCING at the North quarter corner of said Section 5;
Thence along the North line of the Northeast quarter of said Section 5, North 88°54'48" East
504.00 feet to a point; said point be the Northeast corner of Glen-Harbor Air Business Park, a
subdivision recorded in Book 304 of Maps, Page 7, and the POINT OF BEGINNING;
Thence continuing along said North line, North 88°54'48" East 765.38 feet to a point on the
Northerly extension of the West line of that certain property owned by the City of Glendale,
recorded in instrument 2007-0536783, Recorder of Maricopa County;
Thence along the said West line and Northerly extension thereof, South 17°51'27" West 634.84 feet;
Thence leaving said West line, South 89°50'22" West 572.63 feet to a point on the East line of said
Glen-Harbor Air Business Park boundary;
Thence along said East line, North 00°11'59" East 591.35 feet to the POINT OF BEGINNING.
The above described parcel contains 399,101 square feet or 9.1621 acres more or less. Exhibit "B"
depicting the above described property is attached.
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EXHIBIT C
Attached to Purchase Agreement & Escrow Instructions
FORM OF SPECIAL WARRANTY DEED
WHEN RECORDED RETURN TO:
Maricopa County
Attention: Director, Real Estate Dept.
2801 W. Durango St.
Phoenix, AZ 85009
EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3)
C-78-
SPECIAL WARRANTY DEED
In exchange for Ten Dollars and other good and valuable consideration, receipt of which is
acknowledged, MG SPORTS COMPLEX, LLC an Arizona limited liability company (GRANTOR),
hereby grants and conveys to MARICOPA COUNTY, a political subdivision of the State of Arizona
(GRANTEE) the following real property situated in Maricopa County, Arizona:.
SEE EXHIBIT “A”, ATTACHED HERETO
AND MADE A PART HEREOF
SUBJECT TO current real property taxes, assessments, reservations, zoning and other governmental
restrictions, leases, and all covenants, conditions, restrictions, easements, rights-of-way, and other matters
of record or matters that could be disclosed by a visual inspection or accurate survey of the real property.
GRANTOR hereby binds itself and its successors to warrant and defend the title to the real property
against all acts of the GRANTOR herein and no other. No other covenants or warranties, express or
implied, are given by this Special Warranty Deed.
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IN WITNESS WHEREOF, GRANTOR has set its hand and seal the day and year first above written.
GRANTOR:
By:
Its: ____________
By:
Name:
Title:
ACKNOWLEDGEMENT OF GRANTOR
STATE OF ARIZONA
)
) SS.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this ___ day of __________________,
2024, by ______________________, the __________________________
Notary Public (signature)
My Commission Expires: ______________
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ACCEPTED BY:
GRANTEE:
MARICOPA COUNTY, a political subdivision of the State of Arizona
By_________________________________
Chairman of the Board of Supervisors
ATTEST:
____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
By___________________________________
Deputy County Attorney Date
STATE OF ARIZONA
)
) SS.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this ___ day of __________________,
2024, by ______________________, the Chairman of the Board of Supervisors, on behalf of Maricopa
County, Arizona.
Notary Public (signature)
My Commission Expires: ______________
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EXHIBIT A
Attached to Special Warranty Deed
PROPERTY
The following described tract of land situate and lying in the County of Maricopa, State of Arizona, to wit:
Parcel No. 142-60-09A
West Valley Animal Care and Control
LEGAL DESCRIPTION
A portion of that certain property recorded in instrument 2024-0242292 and re-recorded in
instrument 2024-0364747, Recorder of Maricopa County, lying in the Northeast quarter of Section
5, Township 2 North, Range 1 East of the Gila and Salt River Base and Meridian, Maricopa
Arizona, Arizona, said portion being described as follows:
COMMENCING at the North quarter corner of said Section 5;
Thence along the North line of the Northeast quarter of said Section 5, North 88°54'48" East
504.00 feet to a point; said point be the Northeast corner of Glen-Harbor Air Business Park, a
subdivision recorded in Book 304 of Maps, Page 7, and the POINT OF BEGINNING;
Thence continuing along said North line, North 88°54'48" East 765.38 feet to a point on the
Northerly extension of the West line of that certain property owned by the City of Glendale,
recorded in instrument 2007-0536783, Recorder of Maricopa County;
Thence along the said West line and Northerly extension thereof, South 17°51'27" West 634.84 feet;
Thence leaving said West line, South 89°50'22" West 572.63 feet to a point on the East line of said
Glen-Harbor Air Business Park boundary;
Thence along said East line, North 00°11'59" East 591.35 feet to the POINT OF BEGINNING.
The above described parcel contains 399,101 square feet or 9.1621 acres more or less. Exhibit "B"
depicting the above described property is attached.
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