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Exhibit “B” to Ordinance No. 5061
Purchase Agreement between City of Chandler and JEMBJACD, LLC
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REAL ESTATE PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This Real Estate Purchase and Sale Agreement and Joint Escrow Instructions (the
“Agreement”) is made and entered into this 21st day of August, 2023, (“Effective Date”) by and
between the CITY OF CHANDLER, an Arizona municipal corporation (“Seller”) and
JEMBJACD, LLC, an Arizona limited liability company (“Buyer”). Seller and Buyer shall be
referred to in this Agreement, collectively as “Parties,” and individually as a “Party.”
AGREEMENT
1.
RECITAL.
This Agreement is part of a transaction between Seller and Buyer in which Seller agrees to
sell certain real property (the “Property”) to Buyer pursuant to that certain Development
Agreement (the “Development Agreement”) between Seller (named in such document as the City)
and Buyer (named in such document as the Developer), and upon which Buyer has proposed to
construct certain improvements (the “Project”) pursuant to the Development Agreement. This
Agreement, which has been executed as of the Effective Date, will be delivered to the Escrow
Holder (with Notice of such delivery to Seller) when Buyer is ready to purchase the Property as
set forth in the Development Agreement. Accordingly, the Parties intend that this Agreement and
the Development Agreement (collectively, the “Project Documents”) be construed harmoniously
in order to give full effect to the intentions of the Parties with respect to the development and
purchase of the Property as reflected by the Project Documents. Although this Agreement has been
entered into as of the Effective Date to bind the Parties as of the Effective Date, Buyer’s ability to
purchase the Property is subject to certain terms and conditions set forth in the Development
Agreement. In the event of any conflict or ambiguity arising from the Project Documents, the
Project Documents shall control in the following order of precedence: first, the Development
Agreement; second, this Purchase Agreement. Any reference to “City” and “Developer” in this
Agreement shall have the same meaning as “Seller” and “Buyer,” respectively.
2.
PURCHASE AND SALE.
Subject to the terms and conditions of this Agreement and Buyer’s compliance with the
terms and conditions of the Development Agreement, Seller agrees to sell, and Buyer agrees to
purchase, all of Seller’s right, title, and interest in and to that certain real property located in
Maricopa County, Arizona, referred to in this Agreement as the “Property,” and legally described
on Exhibit A.
A.
Purchase Process. Buyer shall provide Notice to Seller of Buyer’s delivery of the
executed Purchase Agreement to Escrow Holder and Seller shall promptly thereafter provide its
executed Purchase Agreement to Escrow Holder. Upon Escrow Holder’s receipt of the fully-
executed Purchase Agreement, the Parties shall proceed with the purchase and sale of the Property
in accordance with the terms and conditions set forth in the Development Agreement and this
Purchase Agreement, including satisfaction of all conditions stated in the Development Agreement
that must be met before Buyer may purchase the Property.
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B.
Earnest Money Deposit. Concurrently with Buyer’s delivery of the fully-executed
Purchase Agreement to Escrow Holder, Buyer will deposit an amount equal to five percent (5%)
of the Purchase Price as Buyer’s earnest money deposit (“Deposit”) with Escrow Holder, in cash,
certified or bank cashier’s check, or other form of collected funds.
C.
Purchase Price. The purchase price for the Property shall be two hundred thousand
dollars ($200,000.00) (the “Purchase Price”).
D.
Purchase and Resale to Seller. Should the Buyer purchase the Property from Seller,
but fail to complete the Minimum Improvements within the time allotted as set forth in the
Development Agreement, Seller shall have the right, at its option, to re-purchase the Property from
the Buyer for the Purchase Price. Seller may deduct from the purchase price its reasonable costs
to remediate any damage to the Property and to restore the Property to its undeveloped condition.
3.
ESCROW.
A.
Opening of Escrow. For purpose of this Agreement, the Escrow shall be deemed
opened on the date Escrow Holder shall have received the Deposit provided in Section 2(B) from
Buyer and three (3) fully executed duplicates of this Agreement from Buyer and Seller (the
“Opening of Escrow”). Escrow Holder shall notify Buyer and Seller, in writing, of the date Escrow
is opened. In addition, Buyer and Seller agree to execute, deliver, and be bound by any reasonable
and customary supplemental escrow instructions of Escrow Holder or other instruments as may be
reasonably required by Escrow Holder in order to consummate the transaction contemplated by
this Agreement. Any such supplemental instructions shall not conflict with, amend, or supersede
any portion of this Agreement. If there is any inconsistency between such supplemental
instructions and this Agreement, this Agreement shall control.
B.
Close of Escrow. For purposes of this Agreement, the Close of Escrow (the
“Closing” or “Close of Escrow”) shall be defined as the date the Special Warranty Deed, the form
of which is attached hereto as Exhibit “B” (the “Deed”), conveying the Property to Buyer, is
recorded in the Official Records of Maricopa County, Arizona. Unless this Agreement and Escrow
related thereto have been properly cancelled pursuant to the terms of this Agreement, the Close of
Escrow shall occur on the date which is thirty (30) days after the end of the Inspection Period or
on such date as is mutually agreed upon by the Parties with written notifications to the Escrow
Holder specifying the agreed upon date. In the event that Seller cannot cure any Title Defect by
the Closing Date, then Buyer may (but is not obligated to) extend the Closing Date for successive
thirty (30) day periods to permit Seller to proceed diligently and in good faith to cure such defects.
C.
Inspection Review Period.
a. Buyer shall have a period expiring at 5:00 p.m. (Arizona time) on the date that is
sixty (60) days from the Opening of Escrow (as defined below) to complete its
review of title, survey, engineering studies, environmental site assessment, and any
other site due diligence deemed appropriate by Buyer (the “Inspection Period” or
the “Feasibility Period”). Such studies and inspections include, but are not limited
to, any engineering, environmental, soils, feasibility, marketing, or economic
studies and investigations of the Property and Buyer’s intended development on the
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Property that Buyer deems appropriate. Buyer shall have the right to enter the
Property and conduct its tests or studies.
b. In the event the Buyer determines for any reason or for no reason, in Buyer’s sole
discretion, that the Property is unsuitable for Buyer’s needs and gives written notice
of termination to Seller during the Inspection Period in which Buyer elects to
terminate this Agreement, then this Agreement shall become null and void. If
Buyer elects to terminate this Agreement pursuant to this paragraph, the Deposit
and accrued interest shall be returned to Buyer.
c. Buyer shall only be deemed to have elected not to proceed with this Agreement in
the event it issues an affirmative written “Notice Not to Proceed” prior to the lapse
of the Inspection Period to Seller and Escrow Holder. In the event Buyer elects not
to terminate this Agreement in accordance with the foregoing, then this Agreement
shall remain in full force and effect and the transaction shall continue to Closing,
subject to the other terms of the Agreement. In the event that Buyer elects to
terminate this Agreement in accordance with the foregoing by delivery of a written
Notice Not to Proceed, then this Agreement will automatically terminate as of the
expiration of the Inspection Period, in which event Escrow Holder shall cancel the
Escrow and promptly return the Deposit to Buyer and all other documents and funds
to the depositing Party, and except as otherwise specified in this Agreement, neither
Party will have any further obligation or liability to the other.
D.
Entry onto the Property. Seller hereby grants to Buyer and Buyer’s employees,
agents, consultants, and contractors a non-exclusive license to enter upon the Property at
reasonable hours for the purpose of conducting, at Buyer’s expense, Buyer’s review and
inspections of the Property. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s
inspections of the Property. Buyer shall indemnify, defend, and hold Seller and the Property
harmless from any claims, liabilities, losses, damages, liens, costs, or expenses resulting from
Buyer’s activities on the Property. Prior to Buyer or its agents conducting any testing or
investigation involving physical disturbance of any portion of the Property, Buyer shall obtain
Seller’s written consent thereto, which consent may not be unreasonably withheld, conditioned or
delayed.
E.
Seller Deliverables. Within five (5) business days of the Opening of Escrow, Seller
shall deliver or cause to be delivered to Buyer, to the extent in Seller’s possession, custody or
control the following: a current survey of the Property, if any, in Seller’s possession; copies of
all plans, permits, drawings and other government approvals; any agreements, documents, plans,
drawings, specifications, construction warranties and guarantees, tax bills, appraisals, engineering
reports, environmental studies, building permit applications, and other reports regarding the
Property.
F.
Acts Affecting the Property. From and after the date hereof, Seller will refrain
from, without the prior written consent of Buyer: (a) modifying the status of the Property for real
property tax purposes; (b) performing any improvements, including any grading, excavation or
construction upon or about the Property; or (c) creating or incurring, or suffering to exist any
development agreement, mortgage, lien, pledge or other encumbrances in any way affecting the
Property, other than the Permitted Exceptions (nor shall Seller amend or terminate any Permitted
Exception without the prior written consent of Buyer). Seller will observe all laws, ordinances,
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regulations and restrictions materially affecting the Property and its use, and will pay taxes on the
Property that come due prior to the Closing not later than the Closing.
4.
CONDITIONS PRECEDENT.
A.
Condition of Title. It shall be a condition to the Close of Escrow that title to the
Property be conveyed to Buyer by the Special Warranty Deed (in the form set forth in Exhibit B)
subject only to the following conditions of title (“Approved Condition of Title”):
a. a lien to secure payment of real property taxes not delinquent;
b. Those matters set forth on Exhibit C attached to this Agreement; and
c. any matters of record either caused or placed by or on behalf of Buyer, or which
were consented to in writing by Buyer (collectively, the “Permitted Exceptions”).
B.
Title Policy. At Close of Escrow, Seller shall pay for, and Escrow Holder shall
furnish Buyer, a standard coverage ALTA owner’s policy of title insurance (the “Title Policy”) in
the amount of the Purchase Price insuring Buyer fee simple title to the Property, subject to the
usual printed exceptions contained in such title insurance policies and the Permitted Exceptions
(the “Report,” defined below), and which are not objected to or are waived in the manner described
as Approved Condition of Title. In the event Buyer desires an ALTA extended coverage policy,
Buyer shall pay the difference in cost between an ALTA extended coverage and a standard
coverage ALTA owner’s policy, together with all costs associated with any inspections or surveys
of the Property required for such additional coverage.
C.
Conditions to Close of Escrow.
a. Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to
consummate the transaction contemplated by this Agreement are subject to the
satisfaction or waiver of the following conditions for Buyer’s benefit on or prior to
the date designated below:
i. Title. Seller shall deliver fee title to the Property to Buyer subject only to
those exceptions constituting the Approved Condition of Title. Seller, at
Seller’s sole cost and expense, shall diligently and promptly secure the
release of any other matter of record (“Title Defect”). Buyer may, but is
not obligated, to accept an endorsement from Escrow Holder, “insuring
over” any such exception.
ii. Seller’s Representations. All representations and warranties made by Seller
to Buyer in this Agreement shall be true and correct as of the Close of
Escrow.
b. Conditions to Seller’s Obligations. For the benefit of Seller, the Close of Escrow
shall be conditioned upon the occurrence and/or satisfaction of each of the
following conditions:
i. Buyer’s Obligations. Buyer shall have timely performed all of the
obligations required by the terms of the Project Documents to be performed
by Buyer; and
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ii. Buyer’s Representations. All representations and warranties made by Buyer
to Seller in this Agreement shall be true and correct as of the Close of
Escrow.
5.
AS-IS, WHERE IS, WITH ALL FAULTS PURCHASE.
Buyer acknowledges and agrees as follows:
A.
That the Property is to be conveyed by Seller to Buyer at the time of Closing in
“AS-IS, WHERE-IS, WITH ALL FAULTS”; and
B.
That Buyer represents and warrants to Seller that it will have conducted its own
independent inspection, investigation, evaluation, and analysis of the Property as it deems
necessary or appropriate in so acquiring the Property from Seller.
6.
CLOSING.
A.
Closing Date, Costs, and Prorations. Unless Buyer cancels the Agreement and the
Escrow related thereto on or before the expiration of the Due Diligence Period, the purchase and
sale hereunder shall be closed in the office of the Escrow Holder sixty (60) calendar days after the
Opening of Escrow or on such date as is mutually agreed upon by the Parties with written
notifications to the Escrow Holder specifying the agreed upon date. Buyer and Seller shall deposit
with Escrow Holder all instruments, documents, and monies necessary to complete the sale and
purchase in accordance with this Agreement. This Agreement is intended to constitute escrow
instruction to Escrow Holder. At Closing, Seller will pay all title insurance premiums for the title
policy in the amount of the Purchase Price, except for the additional cost of any extended coverage
opted for by Buyer, the cost of which must be paid by Buyer. The Parties will each pay half of the
closing escrow fee, recording fees, and the excise or other conveyance tax on this conveyance, if
any. Seller and Buyer shall each pay their respective attorneys’ fees. Real and Personal Property
taxes, if any, payable in the year of Closing, shall be prorated between Seller and Buyer as of 12:00
midnight on the day immediately preceding the Closing Date. If any encumbrance is required to
be removed prior to Close of Escrow, in whole or in part, Seller shall discharge such encumbrance
or defect or part thereof out of the Purchase Price paid by Buyer at Closing.
B.
Seller Closing Documents. At Closing, Seller shall execute and deliver all
documents necessary to effect and complete the Closing, including, but not limited to, the
following documents:
a. The Special Warranty Deed, duly executed by Seller, acknowledged as required,
subject only to the Permitted Exceptions, which deed shall be in Escrow Holder’s
standard form for recording and accompanied by an Affidavit of Property Value as
required by Arizona law. The deed shall comply with A.R.S. § 33-404 to the extent
required by applicable law. The Parties may each authorize Escrow Holder to sign
the Affidavit of Property Value on their respective behalf;
b. A Certificate of non-foreign status, within the meaning of the Foreign Investment
in Real Property Tax Act, duly executed by Seller in the form attached hereto as
Exhibit D;
c. A joint Settlement Statement prepared by Escrow Holder for execution by Seller;
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d. Deliver to the Escrow Holder evidence satisfactory to it of Seller’s authority to
execute and deliver the documents necessary to consummate the transaction
contemplated thereby;
e. Execute and deliver to Escrow Holder a general assignment of any warranties,
approvals or appurtenances related to the Property (the “General Assignment”) in
a form reasonably acceptable to the Parties;
f. Deliver to Buyer exclusive possession of the Property, free of any leases or
occupants.
g. Such other documents as Buyer or Escrow Holder may reasonably request in
connection with this transaction.
C.
Buyer Closing Documents. At the Closing, Buyer shall execute and deliver all
documents and perform such actions necessary to effect and complete the Closing, including, but
not limited to, the following:
a. The amounts required under the Purchase Price in cash, cashier’s check, wire
transfer or other immediately available funds;
b. Execute, acknowledge and deliver the Affidavit of Property Value;
c. A joint Settlement Statement prepared by Escrow Holder for execution by Buyer;
d. Such other documents as Seller or Escrow Holder may reasonably request in
connection with this transaction.
7.
REPRESENTATIONS AND WARRANTIES.
A.
Seller’s Representations and Warranties. As of the Effective Date and the Closing
Date, Seller represents and warrants to Buyer as follows:
a. Seller is owner and holder of record of fee simple title in and to the Property with
full right, power, and authority to transfer it and to perform all of its obligations
under this Agreement.
b. All actions on the part of Seller which are required for the execution, delivery, and
performance by Seller of this Agreement and each of the documents and
agreements to be delivered by Seller at the Closing have been duly and effectively
taken.
c. Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue
Code of 1986, as amended.
d. Seller has no knowledge of any violation of applicable law, ordinance, rule,
regulation, or requirement of any governmental agency affecting or relating to the
Property (the “Violation”), which renders the sale and transfer of the Property at
Closing as contemplated by this Agreement unenforceable. To the extent such
Violation is disclosed by Seller or revealed by the Title Documents, Seller
covenants to cause to remove the Violation prior to the Close of Escrow.
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e. Except with respect to the Project Documents and those matters noted in Exhibit C
or liens, claims, encumbrances, or right of any third party placed on the Property
by Buyer, there is no transfer, lien, claim, encumbrance, or right of any third party
on or existing with respect to the Property or Seller’s interest in the Property; and
Seller shall indemnify, defend, pay, and hold harmless Buyer for, from, and against
any and all such transfers, liens, claims, encumbrances, or rights.
B.
Buyer’s Representations and Warranties. As of the Effective Date and the Closing
Date, Buyer represents and warrants to Seller as follows:
a. Buyer is duly organized, validly existing and in good standing under the laws of
the State of its organization, and has full power and authority, and has obtained all
required consents, to enter into and to perform its obligations under this Agreement.
Each of the persons executing this Agreement on behalf of Buyer has full power
and authority and has obtained all required consents to do so, and to perform every
act and to execute and deliver every document and instrument necessary or
appropriate to consummate the transactions contemplated hereby.
b. All entity action on the part of Buyer which is required for the execution, delivery,
and performance by Buyer of this Agreement and each of the documents and
agreements to be delivered by Buyer at the Closing has been (or will be by the
Closing) duly and effectively taken.
8.
REAL ESTATE COMMISSIONS
Each Party hereby represents and warrants to the other that there are no claims for
brokerage commission, finder’s or similar fees in connection with the transaction contemplated by
this Agreement, and each Party hereby agrees to indemnify and hold harmless the Party from any
and all liabilities, claims, expenses, costs and damages arising from the claim of any broker, finder,
or other agent claiming to have acted on behalf of the indemnifying Party.
9.
DEFAULT AND DEFAULT REMEDIES.
A.
Seller’s Default. If on or before the Closing Date, Seller materially breaches any of
the terms of this Agreement and fails to cure such breach within five (5) calendar days following
written notice thereof given by Buyer to Seller, Buyer, in its sole election, shall have the right (i)
to terminate this Agreement by written notice to Seller and Escrow Holder, in which event Escrow
Holder shall release to Buyer the Deposit referred to in Section 2.B. above and Seller shall pay to
Buyer damages for due diligence costs and reasonable legal fees in an amount not to exceed
$50,000, or (ii) to avail itself of any remedy available to Buyer, at law or in equity, including an
action for damages or an action for Seller’s specific performance of this Agreement.
B.
Buyer’s Default. If on or before the Closing Date, Buyer materially breaches the
Development Agreement and the Close of Escrow fails to occur by reason of such default, then in
any such event, Seller shall not hold Buyer in default of this Agreement until all applicable notice
requirements and opportunities to cure set forth in the Development Agreement have expired. In
the event of an uncured default of Buyer under the Development Agreement, or a failure of Buyer
to cure any default relating to the payment of the Purchase Price within thirty (30) days after
written notice of such default from Seller to Buyer, then Seller may instruct Escrow Holder to
cancel the Escrow and Seller may terminate this Agreement, in which event the Deposit then in
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Escrow Holder shall be paid to Seller as agreed upon liquidated damages, as its exclusive remedy
and in full settlement of any claims. Such amount is agreed upon between Seller and Buyer as
liquidated damages due to the uncertainty and difficulty of ascertaining and measuring actual
damages, and the uncertainty thereof and represents the Parties’ reasonable estimate of such
damages as a result of Buyer’s failure to consummate this transaction and is not intended as a
forfeiture or penalty. In such event Buyer and Seller shall be released of any further obligation
under this Agreement
10.
ESCROW HOLDER.
Buyer may select the escrow agent and title insurance underwriter to administer the escrow
and issue the title insurance commitment and policy contemplated in this (the “Escrow Holder”).
By its subsequent execution of this Agreement Escrow Holder agrees to perform hereunder and to
hold and disburse contract payments as herein provided. Escrow Holder shall not be liable for any
acts taken in good faith, shall only be liable for its willful default or gross negligence, and may, in
its sole discretion, rely upon the written notices, communications, orders or instructions given by
Buyer or Seller. In the event of a dispute between Buyer and Seller under this Agreement sufficient
in the discretion of Escrow Holder to justify its doing so, Escrow Holder shall be entitled to tender
into the registry or custody of the courts having jurisdiction over such matters all money or
property in its hands under the terms of this Agreement, together with such legal proceedings as it
deems appropriate, and thereupon to be discharged from all further duties under this Agreement.
11.
NOTICES.
Any notices, requests, claims, demands, or other communications required or permitted
under, or otherwise made in connection with, this Agreement, shall be in writing and shall be
deemed to have been duly given (a) when delivered in person, (b) three (3) business days after
mailing by first-class mail, return receipt requested, or (c) on the next business day if transmitted
by national overnight courier for next business day delivery (with confirmation of delivery), in
each case, addressed as follows (or at such other address for a recipient as shall be specified in a
notice given in accordance with this Section):
To Seller:
City of Chandler
Cultural Development Department (MS 498)
P. O. Box 4008
Chandler, AZ 85244-4008
Attention: Cultural Development Director
With a copy to:
City of Chandler
City Attorney’s Office
P. O. Box 4008
Chandler, AZ 84244-4008
Attention: City Attorney
If to Buyer:
JEMBJACD, LLC
2510 East Buena Vista Place
Chandler, AZ 85249
Attention: Jeremy McClymonds
Email: Jeremy@RealtyAdvisorAZ.com
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With a copy to:
Galbut Beabeau, P.C.
6720 N. Scottsdale Road, Suite 305
Scottsdale, Arizona 85253
Attention: Michaile J. Berg, Esq.
Email: mberg@gb.law
If to Escrow Holder: At the address provided in Escrow Holder’s Acceptance.
12.
MISCELLANEOUS.
A.
Attorneys’ Fees. Should any Party hereto bring any action against any other Party
related in any way to this Agreement, its validity, enforceability, scope, or subject matter, the
prevailing Party shall be awarded its reasonable attorneys’ fees and costs incurred for prosecution,
defense, consultation, or advice in connection with such action.
B.
Survival. Except as otherwise provided in this Agreement, all warranties,
representations, and agreements contained herein or arising out of the sale of the Property by Seller
to Buyer (including, but not limited to, Seller’s and Buyer’s warranties, representations, and
agreements) shall survive the delivery and recordation of the Special Warranty Deed, the payment
and delivery of the Purchase Price, and the Closing of the purchase and sale of the Property.
C.
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Arizona without regard to conflicts of laws principles that would
require the application of any other law. Each Party hereby consents to the exclusive jurisdiction
of any court of competent jurisdiction in Maricopa County, Arizona, in any action related to or
arising under this Agreement and agrees that venue is proper in such court.
D.
Integration; Modification; Waiver. This Agreement, exhibits, and closing
documents pursuant to this Agreement constitute the complete, integrated, and final expression of
the Agreement of the Parties relating to the Property. This Agreement cannot be modified except
by an instrument in writing (referring specifically to this Agreement) executed by the Party against
whom enforcement of the modification is sought.
E.
Invalid Provisions. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be held invalid or unenforceable,
such provision shall be modified to the minimum extent necessary to make it or its application
valid and enforceable, the Agreement shall be deemed reformed accordingly, and the validity and
enforceability of all other provisions of this Agreement and all other applications of any such
provision shall not be affected hereby.
F.
Counterpart Execution. This Agreement may be executed in several counterparts,
each of which shall be fully effective as an original, and all of which together shall constitute one
and the same instrument.
G.
Time of the Essence. Time is of the essence of this Agreement and of the obligations
of the Parties to purchase and sell the Property, it being acknowledged and agreed by and between
the Parties that any delay in effecting a closing pursuant to this Agreement may result in loss or
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damage to the Party in full compliance with its obligations hereunder. Notwithstanding any period
for performance of any Party’s obligations contained in any Escrow Instructions, the rights of the
Parties hereunder shall be governed by the dates and times set forth in this Agreement.
H.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Seller and Buyer, and their respective heirs, successors, and assigns.
I.
Further Acts. In addition to the acts recited in this Agreement to be performed by
Seller and Buyer, Seller and Buyer agree to perform or cause to be performed at the Closing or
after the Closing any and all such further acts as may be reasonably necessary to consummate the
transactions contemplated hereby and, upon written request from the other Party, to execute,
acknowledge and deliver all documents, instruments, and affidavits necessary to give effect to this
Agreement and the intent of the Parties.
J.
Headings; Construction. The headings which have been used throughout this
Agreement have been inserted for convenience of reference only and do not constitute matter to
be construed in interpreting this Agreement. Words of any gender used in this Agreement shall be
held and construed to include any other gender, and words in the singular number shall be held to
include the plural and vice versa, unless the context requires otherwise. The words “herein,”
“hereof,” “hereunder,” and other similar compounds of the word “here” when used in this
Agreement shall refer to the entire Agreement and not to any particular provision or section. Seller
and Buyer acknowledge that each Party and its counsel have reviewed this Agreement and that the
rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall
not be employed in the interpretation of this Agreement or any document executed and delivered
by either Party in connection with the transactions contemplated by this Agreement.
K.
Business Day. If the day for performance of any covenant or obligation under this
Agreement falls on a Saturday, Sunday, or legal holiday, the date for performance thereof shall be
extended to the next Business Day. Similarly, if the date for the performance of any covenant or
obligation under this Agreement involving the Escrow Holder falls on a Saturday, Sunday, or legal
holiday on which Escrow Holder is closed for business to the public, the date for performance
thereof shall be extended to the next Business Day on which Escrow Holder is open for business
to the public. The term “Business Day” shall mean a day that is not a Saturday, Sunday, or legal
holiday.
L.
Conflict of Interest. The Parties acknowledge that this Agreement is subject to
cancellation pursuant to the provisions of Arizona Revised Statutes § 38-511.
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IN WITNESS WHEREOF, the Parties have executed the foregoing Agreement as of the
date appearing above.
SELLER:
CITY OF CHANDLER,
an Arizona municipal corporation
By:
Joshua H. Wright, City Manager
ATTEST:
_______________________________
CITY CLERK
APPROVED AS TO FORM:
CHANDLER CITY ATTORNEY
STATE OF ARIZONA
)
) ss.
County of Maricopa
)
The foregoing Agreement was acknowledged before me this ____ day of _________, 2023, by
Joshua H. Wright, the City Manager of the City of Chandler, an Arizona municipal corporation,
on behalf of the municipal corporation.
Notary Public
My Commission Expires:
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ESCROW HOLDER’S ACCEPTANCE
The undersigned agrees to act as Escrow Holder in connection with the transaction
contemplated by this Agreement:
Name of Company:
_________________________________
Name of Escrow Officer:
_________________________________
Title:
_________________________________
Signature:
_________________________________
Date:
_________________________________
Address for Notices:
_________________________________________
_________________________________________
_________________________________________
_________________________________________
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EXHIBIT A
LEGAL DESCRIPTION
Parcel No. 1:
Lot 914, Block I, TOWNSITE OF CHANDLER, according to Book 9 of Maps, page 2, records
of Maricopa County, Arizona
Parcel No. 2:
Lot 916, Block I, TOWNSITE OF CHANDLER, according to Book 9 of Maps, page 2, records
of Maricopa County, Arizona
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EXHIBIT B
Form of Special Warranty Deed
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When recorded, return to:
City of Chandler
P.O. Box 4008, Mail Stop 606
Chandler, Arizona 85244-4008
Attn: City Attorney
_____________________________________________________________________________
This document is exempt from Affidavit and Fee requirements pursuant to A.R.S. §11-1134(A)(3).
SPECIAL WARRANTY DEED
For the consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration received, CITY OF CHANDLER, an Arizona municipal corporation (“Grantor”),
does hereby grant and convey to JEMBJACD, LLC, an Arizona limited liability company
(“Grantee”), the following described real property (the “Property”) situated in Maricopa County,
Arizona:
SEE EXHIBIT “A” ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF (the “Property’).
SUBJECT only to the matters set forth on Exhibit “B” attached hereto and incorporated by
this reference.
And Grantor hereby binds itself and its successors to warrant and defend the title, as against
all acts of Grantor herein and none other, subject only to the matters above set forth.
IN WITNESS WHEREOF, Grantor has executed this deed as of the day and year set forth
below.
DATED: ______________________, 2023.
17
GRANTOR:
CITY OF CHANDLER,
an Arizona municipal corporation
By:
Joshua H. Wright, City Manager
ATTEST:
_______________________________
CITY CLERK
APPROVED AS TO FORM:
CITY ATTORNEY
STATE OF ARIZONA
)
) ss.
County of Maricopa
)
The foregoing Agreement was acknowledged before me this ____ day of _________, 2023, by
Joshua H. Wright, the City Manager of the City of Chandler, an Arizona municipal corporation,
on behalf of the municipal corporation.
Notary Public
My Commission Expires:
18
EXHIBIT A to Special Warranty Deed
Parcel No. 1:
Lot 914, Block I, TOWNSITE OF CHANDLER, according to Book 9 of Maps, page 2, records
of Maricopa County, Arizona
Parcel No. 2:
Lot 916, Block I, TOWNSITE OF CHANDLER, according to Book 9 of Maps, page 2, records
of Maricopa County, Arizona
19
EXHIBIT B to Special Warranty Deed
Exceptions/Conditions of Title
20
EXHIBIT C
Exceptions/Conditions of Title
21
EXHIBIT D
Certificate of Non-Foreign Status
To inform JEMBJACD, LLC, an Arizona limited liability company (“Transferee”), that
withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”)
will not be required by City of Chandler, an Arizona municipal corporation (“Transferor”), who
hereby certifies the following:
1.
Transferor is not a foreign corporation, foreign partnership, foreign trust,
foreign estate, or foreign person (as those terms are defined in the Code and the Income
Tax Regulations promulgated thereunder);
2.
Transferor’s U.S. employer or tax (social security) identification number is
_____________________.
3.
Transferor’s address is 175 S. Arizona Avenue, Chandler, Arizona 85225.
4.
Transferor is not a disregarded entity as defined in Section 1.1445-
2(b)(2)(iii) of the Code.
Transferor understands that this Certification may be disclosed to the Internal
Revenue Service by Transferee and that any false statement contained herein could be punished
by fine, imprisonment, or both.
Under penalty of perjury, we declare that we have examined this Certification and
to the best of our knowledge and belief it is true, correct, and complete.
TRANSFEROR
By: Joshua H. Wright, City Manager