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When recorded, Interoffice Mail to:
Maricopa County
Real Estate Department
2801 W. Durango St.
Phoenix, AZ 85009 (JG)
EXEMPT ARS § 11-1134, A3
C-64-19-176-M-00
SPECIAL WARRANTY DEED
Project: 66834-Cave Creek Road
MCDOT Item No.: Z1-0507-EX
Assessor's Parcel No.: 211-35-011G
Maricopa County, a political subdivision of the State of Arizona, GRANTOR, for the sum of Two
Hundred Sixty-Five Thousand and 00/100 Dollars ($265,000.00), and other valuable consideration,
receipt and sufficiency of which are hereby acknowledged, paid by the Town of Cave Creek, a municipal
corporation of the State of Arizona, GRANTEE, by this Deed does grant, sell, and convey unto the said
GRANTEE all that certain real property situated in the County of Maricopa, State of Arizona, described
as follows:
See Attached Exhibit "A"
Attached hereto and incorporated herein
The GRANTOR hereby conveys unto GRANTEE all warranties of title for its acts and not the acts of
others, of any nature whatsoever.
This property conveyance is subject to: assessments, reservations, easements, rights-of-way, and deed
restrictions as may appear on record.
DocuSign Envelope ID: 3DFF7FA9-9747-4159-9E94-55EFC4EFD7ED
Project: 66834-Cave Creek Road
MCDOT Item No.: Z1-0507-EX
Assessor's Parcel No.: 211-35-011G
GRANTOR:
RECOMMENDED FOR APPROVAL:
APPROVED AND ACCEPTED:
MARICOPA COUNTY
MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION
BOARD OF SUPERVISORS
Jennifer Toth, P.E.
Date
Chairman of the Board
Director
ATTEST:
Clerk of the Board
Date
STATE OF ARIZONA
)
)ss
COUNTY OF MARICOPA )
Before me,
, Notary Public in and for said County, State of
Arizona, on this day personally appeared
, known to me to be
the Chairman of the Board of the political subdivision described in the foregoing instrument.
Given under my hand and seal of the office this
day of
, 20
.
Notary Public (signature)
REAL ESTATE DEPARTMENT APPROVAL:
Michelle Colby, SR/WA Date
Director
APPROVED AS TO FORM and within the powers and authority of the Board of Supervisors.
Deputy Maricopa County Attorney Date
DocuSign Envelope ID: 3DFF7FA9-9747-4159-9E94-55EFC4EFD7ED
8/6/2020
8/6/2020
8/6/2020
Project: 66834-Cave Creek Road
MCDOT Item #: Z1-0507-EX
Assessor's Parcel No.: 211-35-011G
ACCEPTANCE
GRANTEE: Town of Cave Creek, a municipal corporation
By:
Ernie Bunch
Date
Its: Mayor
STATE OF ARIZONA
)
)ss
COUNTY OF MARICOPA )
Before me,
, Notary Public in and for said County, State of
Arizona, on this day personally appeared
, known to me to be
the Mayor of the municipal corporation described in the foregoing instrument.
Given under my hand and seal of the office this
day of
, 20
.
Notary Public (signature)
DocuSign Envelope ID: 3DFF7FA9-9747-4159-9E94-55EFC4EFD7ED
Page 1 of 12
Project No.: 68834-Cave Creek Rd.
Item No. : Z1-0507-EX
Assessor’s Parcel No.: 211-35-011G
MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Agreement made on
, 20
, by and between:
The Town of Cave Creek, a Municipal Corporation of the State of Arizona, with the
address of 37622 N. Cave Creek Rd. Cave Creek, AZ 85331, hereinafter referred to as
“Buyer”.
AND
Maricopa County, a political subdivision of the State of Arizona, with the address of:
c/o Real Estate Department, 2801 W. Durango, Phoenix AZ 85009, hereinafter referred
to as “Seller”.
“Agreement” means, when fully executed by Seller and Buyer, this Purchase
Agreement and Escrow Instructions,
WITNESSETH
THAT Pursuant to A.R.S. § 11-251(9), Seller agrees to sell to Buyer and Buyer agrees
to purchase from Seller, the property legally described on Exhibit A attached hereto and
made a part hereof, declared by the Maricopa County Board of Supervisors to be
excess vacant land by Agenda Item
C-64-19-176-M-00, approved on June 12, 2019
hereinafter referred to as the “Property”.
Seller will convey the property to Buyer by Special Warranty Deed.
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1. PURCHASE PRICE AND OTHER BUYER COSTS
The purchase price or consideration shall be: Two Hundred Sixty-Five Thousand
and 00/100 ($265,000.00) Dollars. In addition, Buyer shall pay to Seller Fee
Reimbursement which includes the full cost of the appraisal and the cost of the
preliminary title report.
1.01. Payments. Payment shall be made as follows:
County appraisal fee reimbursement paid outside of
escrow
$ 1,700.00
County title report fee reimbursement paid outside of
escrow
$ 750.00
Previously deposited remainder of fee reimbursement
to be applied at close of escrow
$ 1,050.00
The balance of the purchase price (plus any
additional taxes, fees or other closing costs) shall
be paid to the Escrow Agent at or before the Close
of Escrow by cash, certified or cashier’s check, or
bank wire transfer to be paid to Escrow Agent.
$ 263,950.00
1.02. Close of Escrow. Close of Escrow shall occur on or before September
24, 2020, which date shall be referred as the “Close of Escrow”. Escrow
may be extended up to 60 days at the discretion of the Director of the
Maricopa County Real Estate Department.
1.03. Contract Deposit Escrow. At Close of Escrow, Buyer shall be given full
credit against the purchase price for the fee reimbursement remainder
in the amount of One Thousand, Fifty ($1,050.00) Dollars. In Addition,
the Buyer shall receive a credit from the Seller for the amount of Three
hundred seventy-five ($375.00) Dollars which represents one-half of the
cost of the preliminary title report.
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1.04. Escrow Officer.
a) The escrow agent (“Escrow Officer”) referred to in the Agreement
shall be as listed below:
Company: Security Title Agency
Address: 4722 N. 24th St., Suite 200 Phoenix, AZ 85016
Agent: Victoria Smith
b) The Escrow Agent shall deliver the escrow funds in accordance with
this Agreement.
2. SELLER’S REPRESENTATIONS
2.01. Seller makes no representations whatsoever regarding conditions or
features of the subject property.
2.02. Seller makes no representation as to zoning, access to parcel, availability
of utilities, or development potential of the site.
2.03. Seller is a political subdivision of the State of Arizona, and therefore is
exempt from paying real property taxes. Upon completion of the
recording of the conveyance deed to the Buyer, Buyer shall become
responsible for any real property taxes and assessments as provided by
law.
3. TITLE COMMITMENT
3.01. Preliminary Title Report. The Seller has provided to Buyer, at Buyer’s
expense, a current preliminary title report or commitment for title
insurance to be issued concerning the Property (the “Title Report”).
Further, in the event that any updates, supplements or amendments to
the Title Report are subsequently prepared, copies of such documents
shall be delivered to Buyer.
3.02. No Obligation to Act. Except with respect to any title exception
intentionally and voluntarily created by Seller after the issuance of the
Title Report, nothing herein shall be deemed to impose on Seller any
obligation to bring any action or proceeding, or to expend any
unreasonable (in Seller’s sole and absolute discretion) sum or effort in
order to fulfill any conditions, nor shall Buyer otherwise have any right or
action against Seller in respect thereof. The Buyer may procure an
extended coverage title insurance policy, if available, at the Buyers
option, in which event the Buyer shall pay the amount of increased
premium and the cost of any survey necessary to obtain extended
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coverage title insurance issued through the Escrow Agent in the form in
use on the date of issue, insuring the Buyer in the amount of the
Purchase Price of the Property, that upon Close of Escrow, title to the
Property is subject only to the regular covenants of record, easements,
reservations
in
patent
and
other
obligations,
liabilities,
liens,
encumbrances and other matters as Buyer, in Buyer’s sole discretion,
may specifically approve, in writing, or be deemed to have approved.
4. ACCESS TO PROPERTY.
Buyer shall not access the Property prior to Close of Escrow unless Buyer agrees to
and is in compliance with 4.01 through 4.06 herein.
4.01. Buyer’s Right of Entry
Upon full execution of the Agreement, Buyer and its agents or assigns,
shall have the right to enter the Property, at their sole cost and expense,
for the purposes of conducting a non-invasive site inspection and/or a
Phase 1 environmental assessment. Seller has no obligation to cure or
remove any matter found as a result of the Buyer’s due diligence
investigations.
4.02. Notification of Entry
Buyer must notify Seller of any dates Buyer will be on the Property to
provide Seller with the opportunity to be present (if so desired) at all time
Buyer accesses the Property. Contact for Seller for this purpose is John
Gaffney at John.Gaffney@maricopa.gov or (602) 506-8304 OR Steven
Warburton at Steven.Warburton@maricopa.gov or (602) 506-4746.
4.03. Insurance
If Buyer chooses to enter the property for the purposes of conducting
non-invasive due diligence inspections contemplated above, Buyer shall
obtain and keep in force during the term of entry, a commercial general
liability insurance policy with a combined single limit of not less than
$2,000,000 covering single limit coverage per occurrence for bodily
injury, personal injury and property and workers’ compensation with limits
not less than $2,000,000 for each accident, and $2,000,000 disease
policy limit. All policies of insurance required to be provided hereunder
by Buyer shall be issued by insurer(s) licensed and qualified to do
business in the State of Arizona, with a current A.M. Best Company rating
of at least B++VII. Prior to entry, Buyer shall deliver to Seller certificates
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of insurance evidencing the existence and amounts of the policies on
insurance required pursuant to this section, as well as the deductibles.
4.04. Reports
Seller shall be named as a party authorized to view and rely on the
results of any report(s) produced by or on behalf of Buyer as a result of
Buyer investigations contemplated above and shall be provided with a
copy of any such reports at Buyer’s expense.
4.05. Damages
Buyer shall be solely responsible for any damage Buyer causes to the
Property prior to the Close of Escrow.
4.06. Claims arising out of entry
To the extent not prohibited by law, Buyer, and its agents or assigns,
agree to indemnify, defend, and hold harmless the Seller, as indemnitee
from and against any and all claims, losses, liability, costs, or expenses
(including reasonable attorney’s fees) (herein collectively referred to as
Claims) arising out of Buyer’s or its officers, officials, agents, employees,
or contractors entry on to the Property for the purposes of conducting the
investigations, surveys, and inspections contemplated above but only to
the extent that such Claims are caused by the act, omission, negligence,
misconduct, or other fault of the buyer and its officer, officials, agents,
employees, or contractors.
5. BUYER'S REPRESENTATIONS AND AGREEMENTS.
Simultaneously with execution of this Agreement, Buyer shall provide proof of legal
authority to execute this Agreement and to consummate all of the transactions
hereby contemplated. All required approvals by the shareholders, partners,
members and/or Board of Directors of Buyer have been given to allow for the
making and execution of this Agreement.
6. DOCUMENTS.
At or before the Close of Escrow, Seller shall deliver to Escrow Agent the following:
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a) A Special Warranty Deed, duly executed and acknowledged on behalf
of the Board of Supervisors of the Seller, conveying the Property to
the Buyer.
b) Such other documents as shall be reasonably required by Escrow
Agent as a condition to insuring title to the Property.
7. BREACH OF AGREEMENT, DAMAGES.
7.01 In the event of (i) the breach or non-performance of this Agreement by
Seller, or (ii) a default in the performance of any of its obligations
hereunder by Seller, Seller shall be liable for all customary escrow
cancellation charges. Such payments will be Buyer's sole and exclusive
remedy in the event of default by Seller. Buyer hereby waives and
releases any right to (and hereby covenants that Buyer shall not) sue
Seller for (a) specific performance, or (b) damages.
7.02 In the event Buyer fails to close this transaction, other than due to the
default of Seller, Buyer shall be liable for all customary escrow
cancellation charges and shall forfeit one-half of the Contract Deposit, plus
the cost of the appraisal and the cost of the preliminary title report, and
such charges shall be Seller's sole and exclusive remedy. Seller hereby
waives and releases any right to (and hereby covenants that Seller shall
not) sue Buyer for (a) specific performance, or (b) damages.
8. “AS IS, WHERE IS.”
This sale is in a strict “AS IS, WHERE IS” condition.
9. BROKER.
The parties represent each to the other that a Real Estate Broker is not
responsible for negotiating this transaction. If any Real Estate Broker should
make a claim for commissions, the party whose action lead to such claim shall be
solely responsible for the resolution of such issue, including the obligation to
indemnify, hold harmless and defend all other parties hereto.
10. NOTICES.
No notices, waiver or other communication under this Agreement shall be
effective unless in writing and personally served, sent by certified mail, return
receipt requested, with postage prepaid or by commercial express delivery
service providing receipted delivery or by facsimile transmissions provided
confirmation of the completed transmission shall be retained. All such notices
shall be addressed to the parties at the addresses noted herein above. If
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personally served or sent via commercial delivery service, any such matter shall
be deemed given at the time of such service or, if by mail, at the time of
depositing same in a post office box regularly maintained by the United States
Postal Service.
11. ASSIGNMENT.
This Agreement may not be assigned by Buyer without the written consent of
Seller. Seller has absolute discretion whether to consent to or deny any proposed
assignment.
12. GENERAL PROVISIONS:
12.01 Date of Agreement.
The date of this Agreement for all purposes where such date is referenced
herein shall be the date on which the Maricopa County Board of
Supervisors signs this Agreement, which date shall be inserted at the top
of the first page hereof.
12.02 Counterparts.
This Agreement may be signed in any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
12.03 Applicable Law.
This Agreement and the performance hereof shall be governed,
interpreted, construed and regulated by the laws of the State of Arizona.
12.04 Severability.
If any term, covenant, condition or provision of this Agreement, or the
application thereof to any person or circumstance shall, at any time or to
any extent, be invalid or unenforceable, the remainder of this Agreement,
or the application of such terms or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term, covenant, condition and provision of this
Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
12.05 Interpretation.
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Wherever herein the singular number is used, the same shall include the
plural, and the masculine gender shall include the feminine and neuter
genders, and vice versa, as the context shall require.
12.06 Section Headings.
The Section headings in this Agreement are inserted only as a matter of
convenience in reference and are not to be given any effect whatsoever in
construing any provision of this Agreement.
12.07 Time.
Time is of the essence of this Agreement. Any extension of time granted
for the performance of any duty under this Agreement shall not be
considered an extension of time for the performance of any other duty
under this Agreement. Unless otherwise indicated, all periods of time
referred to in this Agreement shall refer to calendar days and shall include
all Saturdays, Sundays and State or national holidays, provided that if the
date or last date to perform any act or give any notice with respect to this
Agreement shall fall on a Saturday, Sunday or State or national holiday,
such act or notice may be timely performed or given on the next
succeeding day which is not a Saturday, Sunday or State or national
holiday.
12.08 Waiver.
Failure of any party to exercise any right or option arising out of a breach
of this Agreement shall not be deemed a waiver of any right or option with
respect to any subsequent or different breach, or the continuance of any
existing breach.
12.09 Governing Law.
This Agreement shall be deemed to be made under, and shall be
construed in accordance with and shall be governed by, the laws of the
State of Arizona, and arbitration proceedings, if applicable, or suit to
enforce any provision of this Agreement or to obtain any remedy with
respect hereto may be brought in the Superior Court of the State of
Arizona, Maricopa County, and for this purpose each party hereby
expressly and irrevocably consents to the jurisdiction of said Court. This
contract is subject to A.R.S. 38-511 and may be canceled pursuant
thereto.
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12.10 Expiration of Offer.
Buyer shall execute this Agreement on date of auction and deliver to seller
within 45 days of receipt and Seller shall execute and deliver into escrow
within 15 days after approval by the Maricopa County Board of
Supervisors. Upon Buyer's execution, this Agreement shall constitute an
offer, which if not accepted by Seller's execution and delivery to Escrow
Agent within 15 days after Board approval, shall be deemed to expire and
be of no further force or effect, unless extended or otherwise agreed to by
Buyer in writing.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
BUYER: Town of Cave Creek, a municipal corporation
By:
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Page 10 of 12
Ernie Bunch
Date
Its: Mayor
STATE OF ARIZONA
)
)ss
COUNTY OF MARICOPA )
Before me,
, Notary Public in and for said County, State of
Arizona, on this day personally appeared
, known to
me to be the Mayor of the municipal corporation described in the foregoing instrument.
Given under my hand and seal of the office this day of
,20 .
Notary Public (signature)
ACCEPTANCE BY ESCROW AGENT
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The Purchase Agreement & Escrow Instructions are accepted on this
day
of
, 20
. Escrow will open upon receipt of the fully
executed Agreement.
By:
Escrow Officer
SELLER: MARICOPA COUNTY, a political subdivision of the State of Arizona
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RECOMMENDED FOR APPROVAL:
APPROVED AND ACCEPTED:
MARICOPA COUNTY
MARICOPA COUNTY
DEPARTMENT OF TRANSPORTATION
BOARD OF SUPERVISORS
Jennifer Toth, P.E.
Date
Chairman of the Board
Director
ATTEST:
Clerk of the Board
Date
STATE OF ARIZONA
)
)ss
COUNTY OF MARICOPA )
Before me,
, Notary Public in and for said County, State of
Arizona, on this day personally appeared
, known to me to be
the Chairman of the Board of the political subdivision described in the foregoing instrument.
Given under my hand and seal of the office this day of
, 20 .
Notary Public (signature)
REAL ESTATE DEPARTMENT APPROVAL:
Michelle Colby, SR/WA Date
Director
APPROVED AS TO FORM and within the powers and authority of the Board of
Supervisors.
Deputy Maricopa County Attorney Date
DocuSign Envelope ID: 3DFF7FA9-9747-4159-9E94-55EFC4EFD7ED
8/6/2020
8/6/2020
8/6/2020