LETTER OF INTENT RE PUBLIC HEALTH PURHCASE OFFER FOR 14130-14140 MCDOWELL, GOODYEAR.PDF

Arizona Tenant Representation Group 
3131 East Camelback Road Suite 400 
Phoenix, Arizona 85016  
 
 
 
September 27, 2021 
 
Mr. Frank Demeter 
Keig Commercial Real Estate 
3309 N 2nd Street 
Phoenix, AZ 85012 
 
 
 
 
 
 
 
 
 
 
 
 
Re:  14130-14140 W. McDowell Road – Goodyear AZ 85395 
 
Dear Frank, 
 
As exclusive agent for MARICOPA COUNTY (“Purchaser”), Jones Lang LaSalle has been formally 
authorized to submit to you the following Letter of Intent with respect to a purchase of the facility 
referenced below.   
 
Please submit your response via email to Keith.Lammersen@AM.JLL.com 
The purchase including related documents must be formally accepted and approved by the Board 
of Supervisors at a regularly scheduled published meeting. 
 
Seller(s): 
Please confirm selling entity NB - LAPIAZZA 1, LLC, a Delaware 
limited liability company, NB - LAPIAZZA 2, LLC, a Delaware limited 
liability company, NB - LAPIAZZA 3, LLC, a Delaware limited liability 
company, NB - LAPIAZZA 4, LLC, a Delaware limited liability 
company, NB - LAPIAZZA 5, LLC, a Delaware limited liability 
company, NB - LAPIAZZA 6, LLC, a Delaware limited liability 
company, NB - LAPIAZZA 7, LLC, a Delaware limited liability 
company, (collectively “Seller(s)”) 
 
Purchaser: 
MARICOPA COUNTY 
 
Property: 
14130-14140 W. McDowell Road 
Goodyear, AZ 85395 
 
Parcels 501-76-948 & 501-76-949 
 
Building & Premises: 
Approximately 31,400 square feet of building sitting on 4.88 acres. 
 
Purchase and Sale 
Agreement: 
Purchaser and Seller will each negotiate in good faith in an effort to enter 
into a Purchase and Sale Agreement (the “Agreement”) drafted using the 
Maricopa County form prepared by the Maricopa County Attorney’s 
Office.  
 
Purchase Price: 
Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000.00)  
 
Existing Tenant:  
The Property is currently leased to Trivium Preparatory Academy, an 
Arizona non-profit corporation (“Existing Tenant”) with a lease term that 
expires on June 30, 2022.  The Existing Tenant’s monthly base rent is 
$43,829.17 excluding CAM reimbursements.

MC – Purchase Offer 
Page 2 
 
Earnest Money 
Deposit: 
Upon execution of a Purchase and Sale Agreement, Purchaser will 
deposit a fully refundable Earnest Money Deposit equal to fifty thousand 
dollars and NO/100 ($50,000.00) (“Earnest Money”) to be deposited into 
an escrow account chosen by Purchaser. 
 
Title and Escrow 
Company: 
Security Title Agency 
4722 N 24th Street, Suite 200 
Phoenix, AZ 85016 
Attn: AVP Branch Manager / Government Projects: Jason Bryant 
 
Terms: 
Purchaser shall deposit in cash the difference between the Purchase Price 
and the Earnest Money Deposit prior to Closing. 
 
Feasibility/Due 
Diligence Period: 
Purchaser’s Due Diligence Period shall be for a period of sixty (60) days 
after full execution of the Agreement to perform its due diligence.  
 
Purchaser’s obligation to close is conditioned upon completing this 
process, subject only to stipulations acceptable to Purchaser, and Seller 
agrees upon Seller’s approval of Purchaser’s feasibility period, to execute 
any documents required to obtain all approvals desired by Purchaser. 
During the Feasibility Period, Purchaser shall have the right to conduct 
environmental, soil, engineering, or any other studies on the Property 
(including drilling and taking of core samples subject to Seller’s 
reasonable prior written approval).  All costs for such investigations and 
repairs of any damage to the property which are a result of such 
investigations or tests shall be at Purchaser’s sole cost and expense. 
 
In the event Purchaser shall determine, in its sole judgment, that the 
Property is not satisfactory to Purchaser, Purchaser may terminate the 
Agreement at any time during the Feasibility Period by providing written 
notice to the Title Company and receive a full refund of the Earnest 
Money. If Purchaser does not terminate the contract, at the end of the 
Feasibility Period, the Earnest Money shall become non-refundable but 
applicable to the Purchase Price.   
 
Closing: 
Closing shall occur on or before forty-five (45) days after the expiration 
of the Feasibility/Due Diligence Period, and Purchaser shall have the 
option to accelerate the closing date at any time with prior notice to 
Seller, but in no event earlier than January 5, 2022.  All income and 
expense pro-rations shall be as of the last day of the month of actual 
Closing. 
 
Expenses: 
Seller shall pay transfer taxes, recording fees, one-half the escrow fee and 
all other fees and costs incurred to repay any liens or other expenses 
incurred in connection with this transaction. 
 
Prorations: 
Purchaser and Seller shall agree to the proration of all real estate taxes 
and other matters in accordance with the standard practices of Maricopa 
County. 
 
Existing Tenant, 
Associations & 
Easements: 
Please provide details on all current Leases that Purchaser would assume 
as part of the purchase of the Property with Existing Tenant(s) and any 
Associations & Easements that this Property are subject to/apart of.

MC – Purchase Offer 
Page 3 
 
 
Title Commitment and 
Extended Coverage 
Title Insurance: 
The Standard Policy shall be payable by Seller.  Seller shall instruct the 
title company to provide the extended coverage title commitment to 
Purchaser within ten (10) days of execution of the contract.  Purchaser 
shall pay the additional cost for the Extended Policy. 
 
Sellers Obligations 
regarding Inspection 
and Existing 
Reports/Information: 
As soon as practicable, but in no event later than five (5) days after the 
execution of the Agreement, Seller shall deliver to Purchaser, to the 
extent said items are in Seller’s possession, the following items:  
 
(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)All as-built drawings, including plans, specifications, and any 
documentation regarding structural deficiencies. 
(d)Existing Phase I Environmental Report and any follow-on Hazardous 
Substance Conditions Reports.  
(e)Any information and/or soil reports relating to the geotechnical 
conditions of the Property, if any. 
(f) Existing ALTA survey of the Property.  
(g)Copies of all covenants, conditions and restrictions applicable to the 
Property, if any. 
(h)The last three years' income and expense statements 
(i)Records of capital improvements 
(j)All service agreements and any other related information 
 
Taxes and 
Assessments: 
All prior years’ taxes and assessments, including any rollback taxes, will 
be Seller’s obligations.  Current taxes and assessments shall be prorated 
as of the Closing date. 
 
Continued Operations:   Seller shall continue to operate the Property in the ordinary course of 
business up to the Closing, and Seller shall not remove any personal 
property unless the same is replaced by property of equal or greater value, 
and shall maintain the Property in the same manner that it is currently 
being maintained as reasonably determined by Seller. 
 
Third Party Contracts: 
With the exception of the Lease in place with Existing Tenant the 
Purchaser shall have the right to cancel any and all agreements with 
outside contractors, at Closing, with no more than thirty (30) days notice 
subject to the terms of the existing service agreements. 
 
Assignment: 
The rights of Purchaser, as purchaser under the Purchase Agreement, 
shall be fully assignable with approval of Seller, which shall not be 
unreasonably withheld. 
 
Commissions: 
Seller shall pay a market based real estate commission equal to three 
percent (3%) of the total purchase price to Jones Lang LaSalle Americas, 
Inc.  The commission shall be fully earned and 100% paid at closing.  
 
This proposal does not constitute an offer, acceptance or agreement by Purchaser.  Purchaser must 
conduct additional investigations and analysis of the Property; all of the details, material terms and

MC – Purchase Offer 
Page 4 
 
conditions important to Purchaser must be agreed upon between the parties and documented in a written 
purchase and sale agreement, acceptable to Purchaser, before a binding agreement can be entered into.   
 
This proposal remains subject to unanimous approval by Sellers. We sincerely appreciate your careful 
consideration of this Letter of Intent and we look forward to receiving your response.   
  
Sincerely, 
Jones Lang LaSalle Americas, Inc. 
 
Keith Lammersen 
Managing Director 
(602) 672-3530 
Keith.Lammersen@am.jll.com 
 
 
 
 
 
The foregoing is agreed and accepted as of this   
 
day of  
 
, 2021 
 
Seller: 
 
 
 
 
 
 
 
 
 
 
By: 
 
 
 
 
 
 
 
 
 
Its: 
 
 
 
 
 
 
 (Authorized Officer) 
 
Purchaser: 
 
 
 
 
 
 
 
 
 
 
By: 
 
 
 
 
 
 
 
 
 
Its: 
 
 
 
 
 
 
 (Authorized Officer)