PSA_245_N_CENTENNIAL_WAY_FINAL.DOCX.PDF
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PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
This Purchase Agreement and Escrow Instructions is entered into by and between
MARICOPA COUNTY, a political subdivision of the State of Arizona (hereinafter Seller) and
the CITY OF MESA, an Arizona municipal corporation (hereinafter Buyer).
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 described on Exhibits A and B, attached hereto, and made a part hereof,
hereinafter referred to as the “Property.”
THAT, Seller will convey the Property to Buyer by 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.
1.
PURCHASE PRICE. The purchase price for the Property is one million two hundred
sixty thousand dollars ($1,260,000.00) (Purchase Price) and shall be paid by the Buyer to
the Seller on or before the Close of Escrow, defined below.
1.01. Escrow Agent.
The escrow agent (“Escrow Agent”) referred to in this Agreement shall be as listed
below:
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
The Escrow Agent shall deliver the escrow funds in accordance with this
Agreement.
1.02. Escrow Instructions. This Agreement also constitutes escrow instructions to
Escrow Agent.
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1.03. Escrow Opening Date. The escrow opening date (“Escrow Opening Date”) shall
be the date of delivery to Escrow Agent of the fully executed and/or conformed
original or counterpart original Agreement and/or other related documents.
1.04. Agreement Execution. The Board of Supervisors of Maricopa County may refuse
to execute this Agreement as it deems appropriate in the best interest of the citizens
of Maricopa County.
1.05. Close of Escrow. Close of Escrow shall occur no later than thirty (30) days
following completion of the Inspection Period, which date shall be referred to as
the Close of Escrow or Closing or Closing Date. Buyer shall have the option to
accelerate the Close of Escrow at any time with the written consent of the Seller.
The Director of Real Estate of Maricopa County may, in his sole discretion, agree
to Buyer’s decision to accelerate Close of Escrow as provided in this Section 1.05.
All income and expense pro-rations shall be as of the day of Close of Escrow. At
the Close of Escrow both the title to, and possession of, the Property shall be
transferred from the Seller to the Buyer.
Any monetary encumbrances existing against the Property at the Close of Escrow
shall be satisfied from the Seller’s proceeds at Close of Escrow.
1.06. Closing Costs and Prorations. Buyer agrees to pay all of the closing costs and
escrow charges except as stated herein. The Seller is a political subdivision of the
State of Arizona, which has exempted the Property from property taxes. The Buyer
shall be responsible for all taxes and assessments levied against the Property after
the Closing Date. Each party agrees to pay its own attorney fees.
2.
CLOSING DOCUMENTS. At or before the Close of Escrow, Seller shall deliver to
Escrow Agent the following:
2.01. A Special Warranty Deed, duly executed and acknowledged on behalf of the Seller,
conveying the Property to the Buyer.
2.02. Such other documents as shall be reasonably required by Escrow Agent as a
condition to insuring title to the Property.
3.
SELLER'S REPRESENTATIONS.
3.01. Seller makes no representations whatsoever regarding conditions or features of the
Property.
3.02. Seller further makes no representation as to zoning, access to parcel, availability of
utilities, or development potential of the site.
3.03. 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
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conveyance deed to the Buyer, Buyer shall become responsible for any real
property taxes and assessments as provided by law.
4.
TITLE COMMITMENT.
4.01. Preliminary Title Report. The Seller has provided to Buyer 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 via the title company.
If Buyer objects to any matters in the Title Report and any amendments thereto that
Buyer receives before the expiration of the Inspection Period, Buyer may deliver to
Seller and Escrow Agent, before the expiration of the Inspection Period, a written
notice objecting to such matter(s), and if Seller elects not to cure such matters
within five (5) days of receiving Buyer’s objections, then Buyer may cancel this
Agreement by notice to Seller and Escrow Agent, whereupon this Agreement shall
automatically terminate. If Buyer receives an amended Title Report on or after the
expiration of the Inspection Period, then Buyer shall have until two (2) business
days after the receipt within which to object in writing to Seller and Escrow Agent
to any new matters affecting title therein. If Seller elects not to cure such matters
within five (5) days of receiving Buyer’s objections, then Buyer may cancel this
Agreement by notice to Seller and Escrow Agent, whereupon this Agreement shall
automatically terminate. The Closing Date shall be automatically extended, if
necessary, to accommodate the time periods referenced in this Section 4.01.
4.02. 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 condition, 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 Buyer's option and sole cost, in
which event the Buyer shall pay the amount of increased premium 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 the Buyer in the
amount of the Purchase Price of the Property.
5.
ACCESS TO PROPERTY.
5.01. Buyer’s Investigations; Right of Entry. Upon Escrow Opening Date, and ending
at 5 p.m. on the sixtieth (60th) day following the Escrow Opening Date (hereinafter
Inspection Period), Buyer, and its agents or assigns, shall have the right to enter
the Property, via a separate right of entry, at their sole cost and expense, for the
purposes of completing such tests, studies, investigations, surveys, appraisals and
physical inspections of the Property, including but not limited to a Phase I
environmental site assessment, and if necessary, a Phase II environmental site
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assessment (hereinafter 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. Seller, for
security purposes, shall have the right to have its agents present during any and all
inspections by Buyer and may restrict certain areas of the Property at certain times.
All inspections shall be arranged at mutually convenient times. If the 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. If Buyer timely delivers a written
termination notice, this Agreement and the related escrow will be deemed
immediately cancelled. Seller has no obligation to cure or remove any matter found
as a result of the Buyer Investigations.
5.02. Appraisal. Seller will deliver to Buyer a copy of the existing appraisal relating to
the Property. The appraisal: (1) has been provided by others to Seller; (2) has not
been prepared by or verified by Seller; (3) is provided simply as an accommodation
to Buyer; and (4) Seller makes no representations or warranties as to its accuracy
or completeness.
5.03. Insurance. The parties acknowledge and agree that both Buyer and Seller are self-
insured. If Buyer chooses to enter the Property for the purposes of conducting the
Buyer Investigations contemplated above, Buyer and/or Buyer’s contractors shall
obtain and keep in force during the term of the 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
damage and workers’ compensation with limits not less than $2,000,000 for each
accident, $2,000,000 disease for each employee, 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 of insurance, evidencing the existence and
amounts of the policies of insurance required pursuant to this section, as well as the
deductibles.
5.04. Reports. Seller shall be named as a party authorized to view and rely on the results
of any reports(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.
5.05
Damages. Buyer shall be solely responsible for any damage Buyer causes to the
Property prior to the Close of Escrow.
5.06. 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
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(including reasonable attorneys’ fees) (hereinafter 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 officers,
officials, agents, employees, or contractors.
6.
BUYER'S REPRESENTATIONS AND AGREEMENTS.
6.01. Prior to or 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. Buyer represents and warrants that 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.
6.02. Buyer represents that neither the execution of this Agreement nor the performance
by Buyer of its obligations under this Agreement will result in any breach or
violation of the terms of any law, rule, ordinance, or regulation. There are no
consents, waivers, authorizations, or approvals from any third party necessary to be
obtained by Buyer in order to carry out the transactions contemplated by this
Agreement.
7.
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 the Seller until the title and possession of the Property passes to the
Buyer at Close of Escrow. Seller shall indemnify and hold Buyer harmless for all such
loss, damage, liability, fees, or costs of any kind whatsoever, except those caused by the
Buyer. This indemnity shall survive termination of this Agreement. If any loss, damage,
or taking occurs prior to Close of Escrow of the Property (other than loss or damage caused
by the 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 Escrow Agent, will be entitled to cancel this Agreement
and the related escrow. Upon Buyer’s cancellation of this Agreement under the preceding
sentence, the cancellation will be immediate, Buyer’s Earnest Money Deposit (if any) shall
be returned to the Buyer, Buyer shall pay 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.
8.
ENVIRONMENTAL LIABILITY. To the best of Seller’s knowledge 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. To the best
of Seller’s knowledge, there are no underground storage tanks on the Property.
9.
BREACH OF AGREEMENT, DAMAGES.
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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, and
if Seller fails to cure the breach or default within thirty (30) business days after
receipt of written notice from Buyer specifying the breach or default, then Buyer,
in its sole discretion, may terminate 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. Such payment will be the 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 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 the 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 may terminate
this Agreement and escrow by giving written notice to Buyer and Escrow Agent
and the Buyer shall be liable for all customary escrow cancellation charges. Such
payment will 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 the Buyer for (a) specific performance or (b) damages under
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.
BROKER. The Buyer and Seller hereby agree that they have represented themselves in
this transaction and no real estate broker, agent, or agency was contacted to market and/or
sell the Property, nor was any real estate broker, agent, or agency responsible for
negotiating the terms of this Agreement. If any real estate broker, agent, or agency should
make a claim for commission(s), the party whose action led 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. This indemnity shall survive termination of
this Agreement and the Close of Escrow.
12.
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. All such notices shall be addressed to the parties at the following
addresses:
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SELLER:
Maricopa County
Real Estate Department
Attn: Real Estate Director
2801 W. Durango
Phoenix AZ 85009
BUYER:
City of Mesa
Real Estate Manager
PO Box 1466
Mesa, AZ 85211-1466
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) days following depositing
same in a post office box regularly maintained by the United States Postal Service.
13.
ASSIGNMENT. This Agreement may not be assigned by Buyer without the prior written
consent of the Seller, which consent may be unreasonably withheld by Seller at its sole
discretion.
14.
GENERAL PROVISIONS.
14.01. Date of Agreement. The date of this Agreement for all purposes where such date
is referenced herein shall be as of the date which Maricopa County signs this
Agreement.
14.02. Counterparts and Recitals. This Agreement may be executed in two or more
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.
14.03. 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.
14.04. Interpretation. 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.
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14.05. 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.
14.06. 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.
14.07. 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.
14.08. 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 must 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 Agreement is subject to A.R.S. 38-511 and may be canceled pursuant
thereto.
14.09. Attorneys’ Fees. If there is any litigation or arbitration between Seller and Buyer
to enforce or interpret any provisions or rights of this Agreement, the unsuccessful
party in the litigation or arbitration, as determined by the court or arbitrator, agrees
to pay the successful party, as determined by the court or arbitrator, all costs,
reasonable legal fees, and expenses (through trial and appeal), including, but not
limited to, reasonable attorneys’ fees incurred by the successful party in a
reasonable amount.
14.10. Administration of Agreement. The Assistant County Manager for Maricopa
County and/or the Real Estate Director for Maricopa County shall administer this
Agreement, including executing documents to advance administration of this
Agreement, in accordance with this Agreement.
14.11 Statutory Authority. The Property is being sold to Buyer in compliance with
A.R.S. 11-251(9) with unanimous consent of Seller’s Board of Supervisors.
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IN WITNESS WHEREOF the parties have executed this Agreement.
BUYER:
CITY OF MESA, an Arizona municipal corporation
By_________________________________
Christopher J. Brady, City Manager or Designee
Date: ______________________________
ACCEPTANCE BY ESCROW AGENT
The Purchase Agreement and Escrow Instructions is accepted on this _______ day of
_____________________, 2023. The balance of the purchase price will be deposited prior to the
Close of Escrow.
ESCROW AGENT:
By: _____________________________________
Escrow Officer
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SELLER:
MARICOPA COUNTY, a political subdivision of the State of Arizona
By_________________________________
Clint Hickman
Chairman of the Board of Supervisors
ATTEST:
By_________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
By_
________________________________
Deputy County Attorney Date
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EXHIBIT "A"
Legal Description
For APN/Parcel ID(s): 138-61-092
For Tax Map ID(s): Mb 28319
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF
MARICOPA, STATE OF ARIZONA AND IS DESCRIBED AS FOLLOWS:
Parcel 3, CENTENNIAL WAY AMENDED, according to Book 283 of Maps, page 19, records
of Maricopa County, Arizona.
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EXHIBIT B
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EXHIBIT C
WHEN RECORDED RETURN TO:
City of Mesa
Real Estate Manager
PO Box 1466
Mesa, AZ 85211-1466
EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3)
C-XX-XX-XXX-X-00
SPECIAL WARRANTY DEED
This
Special
Warranty
Deed
is
made
on
the
_____
day
of
___________________________, 2023 by MARICOPA COUNTY a political subdivision of the
State of Arizona (GRANTOR), to the CITY OF MESA, an Arizona municipal corporation
(GRANTEE).
Witness that GRANTOR, for good and valuable consideration, receipt of which is
acknowledged, hereby grants, and conveys to GRANTEE the following real property situated in
Maricopa County, Arizona:
SEE ATTACHED EXHIBITS “A” AND “B” HERETO
AND BY REFERENCE MADE A PART HEREOF
This property conveyance is subject to: assessments, reservations, easements, rights-of-
way, and deed restrictions as may appear on record or matters that could be disclosed by a visual
inspection or accurate survey of the real property.
GRANTOR warrants the title against all acts of the Grantor herein and no other. The
Property is being conveyed to GRANTEE in an “AS IS, WHERE IS” condition. 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:
MARICOPA COUNTY, a political subdivision of the State of Arizona
By_________________________________
Clint Hickman,
Chairman of the Board of Supervisors
ATTEST:
By_________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
By_________________________________
Deputy County Attorney Date
STATE OF ARIZONA
)
)
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this ___ day of
__________________, 2023, by ______________________________________________, the
Chairman of the Board of Supervisors, on behalf of Maricopa County, Arizona.
(SEAL and Expiration Date)
____________________________________
Notary Public
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GRANTEE ACCEPTANCE:
By_________________________________
Christopher J. Brady, City Manager
STATE OF ARIZONA
)
)
COUNTY OF MARICOPA
)
On
______________________,
2023,
before
me
personally
appeared
________________________, ___________________________________________________,
whose identity was proven to me on the basis of satisfactory evidence to be the person who he
claims to be, and acknowledged that he signed the above document on behalf of
_______________________________.
(SEAL and Expiration Date)
____________________________________
Notary Public
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EXHIBIT “A”
Attached to Special Warranty Deed
Legal Description
For APN/Parcel ID(s): 138-61-092
For Tax Map ID(s): Mb 28319
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF
MARICOPA, STATE OF ARIZONA AND IS DESCRIBED AS FOLLOWS:
Parcel 3, CENTENNIAL WAY AMENDED, according to Book 283 of Maps, page 19, records
of Maricopa County, Arizona.
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EXHIBIT “B”
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