HomeMy WebLinkAboutProperty #: P23-013 - 11/28/2023Recorded by:
City Clerk, City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
STEPHEN RICHER
20240054833 02/02/2024 11:09
ELECTRONIC RECORDING
RPPSA-30-1-1--
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•' • •RXIMYNC01111"• • •" •
BY
THE CITY OF DA
Real Property Purchase and Sale Agreement with MR Tanning Mining Inc.
The attached RE-RECORDING of Real Property Purchase and Sale Agreement
with MR Tanning Mining Inc. SU PERCEDES the previously recorded
document contained in the Official Records of Maricopa County Recorder,
Stephen Richer, Reference Number 20230631661 recorded on 12/12/2023.
The document is being re -recorded because the previous version was
missing exhibits within the contract.
Dated: February 2, 2024
20240054833
Recorded by:
City Clerk
City of Glendale
5850 West Glendale Avenue
Glendale, AZ 85301-2599
CERTIFICATION
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Glendale
A R I Z O N A
STATE OF ARIZONA
County of Maricopa
City of Glendale
OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
STEPHEN RICHER
ELECTRONIC RECORDING
20230631661,12/12/2023 09:49
P23013-18-1-1--,N
I, Julie K. Bower, being the appointed and duly qualified City Clerk of the City of
Glendale, Maricopa County, Arizona, certify that the following is a true and correct copy
of Real Property Purchase and Sale Agreement with M R Tanner Mining, Inc, No. P23-
013, that remains on file with the Office of the Glendale City Clerk.
Given under my hand and seal this Tuesday, December 12, 2023.
J e K. Bower, MMC
City Clerk
20240054833
REAL PROPERTY
PURCHASE AND SALE AGREEMENT
DATE: `4g'Imfyl,/, & 07� , 2023
PARTIES: M R Tanner Mining, Inc.
M R Tanner Mining, Inc.
1327 W San Pedro Gilbert, AZ 85233
Attention: Maurice R Tanner, President
("TANNER")
CITY OF GLENDALE, an Arizona municipal corporation
5850 West Glendale Avenue
Glendale, Arizona 85301
Attention: City Attorney ("Glendale")
P23-013
This Real Property Purchase and Sale Agreement ("Agreement") is made and entered into this
ay of �4 &��i, 2023 ("Effective Date") by and between the City of Glendale, an
Arizona municipal corporation, ("Seller" or "City") and M R Tanner Mining, Inc., ("Buyer" or
"TANNER"), an Arizona corporation.
RECITALS
A. Glendale owns approximately 48 acres of undeveloped real property located along the
Agua Fria River between Bethany Home Road and Glendale Avenue referred to as "the Property."
Glendale also owns undeveloped real property located east of the Agua Fria River and south of
Glendale Avenue, a portion of which is referred to as "Improvement Area."
B. The Property is legally described in Exhibit A and contains portions of the parcels APNs
501-55-003B, 501-55-002A, and 501-55-012C and all of APN 501-55-012A as assigned by the
Maricopa County Assessor. The "Improvement Area" is approximately 850 feet long (east- west)
by 400 feet wide (north -south) in the northern portion of APN 501-55-003B and the northeastern
portion of 501-99-001J, as legally described in Exhibit B.
C. On August 15, 2022, the City issued Invitation for Bids 23-01 ("IFB"), which solicited
proposals from qualified bidders to purchase the Property. On November 28, 2022, TANNER was
notified of Glendale's intent to accept its bid.
i
D. As part of the IFB, Glendale required the winning bidder to pay the purchase price for the
Property as submitted in its response and to perform certain site improvements, including
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backfilling, compacting and grading in the Improvement Area to bring it to the same elevation as
the adjacent portion of Glendale Avenue and constructing a berm to separate the Property from the
south side of Glendale Avenue. TANNER agrees to construct the Improvements and undertake the
obligations as defined below.
E. Glendale and TANNER desire to enter into this Agreement on the terms and conditions set
forth below.
TERMS AND CONDITIONS
In consideration of the mutual promises and covenants set forth in this Agreement, the parties
agree to the purchase and sale of the Property on the terms and conditions set forth below.
1. Purchase and Sale. The Buyer shall purchase, and Seller shall sell, upon the terms,
provisions, and conditions herein contained, all of Seller's right, title, and interest in and to an
approximately 47.85 acre portion of the real property designated as portions of APNs 501-55-
003B, 501-55-002A, and 501-55-012C and all of APN 501-55-012A ("Property"):
a. As generally depicted and legally described in Exhibit A attached hereto;
and
b. All buildings, structures, fixtures, and other improvements contained
thereon, if any; and all easements, appurtenances, rights, privileges, reservations,
tenements, and hereditaments belonging to each parcel or any portion thereof Buyer
is acquiring.
2. Purchase Price. Buyer agrees to pay Seller $4,750,000 and any and all closing costs,
whether expressly set forth in this Agreement or not, related to the consummation of the purchase
and sale of the Property described herein ("Purchase Price"), subject to the terms and conditions
contained in this Agreement.
3. Payment. The Purchase Price will be paid upon Closing by certified check or wire transfer
of immediately available federal funds to the Title Company. The Title Company and Escrow
Agent is:
Security Title Agency, Inc
ATTN: Jason Bryant
4722 N. 24th Street, Ste. 200
Phoenix, AZ 85016
jbryantgsecuritytitle. coin
602-230-6271
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4. Closing.
a. The consummation of the transaction contemplated herein ("Closing") shall take
place at the offices of the Title Company, or electronically, at a time and date mutually agreed
upon by the Parties, but not later than the date that is thirty (30) days after the expiration of the
Due Diligence Period as defined herein ("Closing Date").
b. Prorations; Escrow Agent.
i. Prorations.
Taxes and Assessments. All real property ad valorem taxes, special taxes,
and assessments, if any, accruing in years prior to the year in which the
acquisition of the Property by Buyer, occurs shall be paid by Seller. All real
property ad valorem taxes, special taxes, and assessments accruing in the
year in which the acquisition of the Property by Buyer occurs shall be
prorated among Seller and Buyer through the Closing Date (as defined
above). All real property ad valorem taxes, special taxes, and assessments
accruing after the Closing Date shall be paid by Buyer.
ii. Actions By Escrow Agent
Upon the Closing, Escrow Agent shall promptly undertake all of the
following in the manner indicated:
1. Prorations. Prorate all matters referenced in this Section 4(b) above
based upon the settlement statement delivered into Escrow signed by the
parties.
2. Recording. Cause the deed and any other documents that the parties
to this Agreement may mutually direct, to be recorded in the official records
of the County.
3. Disbursements. Disburse from funds deposited by Buyer with
Escrow Agent or funds brought to or available at Closing, payment of the
Purchase Price and all other items chargeable to the account of Buyer
pursuant to this Agreement in payment of such obligations.
4. Title Policy. Direct the Title Company to issue to Buyer an original
Standard Owner's Policy of Title Insurance (the premium for which shall
be paid for by Seller) or, if requested by Buyer, an original ALTA Extended
Coverage Owner's Policy of Title Insurance ("Title Policy") in the amount
requested by Buyer showing title to the Real Estate vested in Buyer and
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with such endorsements as Buyer may request, and Buyer shall pay the
additional cost of the extended coverage and any endorsements.
C. Conditions Precedent to Closing. None.
Due Diligence Period.
a. Buyer, and Buyer's agents and contractors, at Buyer's sole cost and expense, shall
have 240 days following the Effective Date (the "Due Diligence Period") to conduct any
investigations or examinations as provided in this Agreement to determine if it will Close this
transaction. During this Due Diligence Period, Buyer has the right to:
(i) Enter into and onto the Property at reasonable times and to conduct
inspections, including, but not limited to: examinations and tests of the
Property, such as soil, environmental and other physical tests and
inspections, including an underground utility study, environmental site
assessment and survey, and evaluation of minerals and materials. Seller will
also, upon request, provide to Buyer copies of all leases, bills and plans for
utilities, tax bills, environmental and Geotech reports, surveys and other
documents concerning the Property, if any, in Seller's possession; and
(ii) Apply for and obtain any permits and approvals necessary for Buyer to
commence and continue the operation of mining at the Property, including,
without limitation, zoning approvals, PAD approvals, flood use permits (or
the equivalent in the City) and Plan of Development (defined below) from
all applicable governmental and quasi -governmental entities (collectively
the "Approvals"); and
(iii) Apply for and obtain any permits and approvals necessary for Buyer to
commence and complete construction of the Improvements on the
Improvement Area, including the Backfill and Compaction Plan and the
Grading and Drainage Plan (collectively, the "Improvement Area
Approvals").
(iv) If Buyer does not obtain one or more of the Improvement Area Approvals
on or before the conclusion of the Due Diligence Period, Buyer may elect
to: (i) waive this condition and proceed to Closing, or (ii) terminate this
Agreement as provided in this Section.
b. Non -Refundable Consideration for Extending Due Diligence Period. Buyer and
Seller have negotiated and agreed upon an extended period of time for Seller to conduct Due
Diligence, including obtaining any applicable Approvals. Because such an extended Due Diligence
Period prevents the Seller from considering any other offers to purchase the Property and delays
the construction of the Improvements contemplated herein, Buyer agrees to pay Seller a non-
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refundable amount as consideration for extending the Due Diligence Period to up to 300 days (i.e.,
the initial 240 days plus the possible extension of 60 days as provided in subsection d. below).
Accordingly, upon the Effective Date hereof, Buyer shall deliver to Seller a cashier's check or
other certified funds in the amount of FIFTY THOUSAND and no/100 ($50,000.00)("Due
Diligence Consideration"). This Due Diligence Consideration is Non -Refundable and is in
addition to, and independent of, any other consideration or payment, including payment of the
Purchase Price as provided in Section 2 and 3 above. This payment further is non-refundable in
all events and shall not be returned to Buyer if it chooses not to Close this transaction.
C. Buyer may, in its sole and absolute discretion, elect not to Close this transaction on
or before the expiration of the Due Diligence Period. If Buyer so decides not to Close this
transaction, Buyer will terminate this Agreement by providing written notice to Seller and Escrow
Agent as provided herein, whereupon this Agreement shall terminate, and the parties shall have no
further obligations to each other, except those which survive termination pursuant to this
Agreement.
d. Buyer and Seller may agree to one extension of the Due Diligence Period for a term
of up to 60 days in a signed, written extension agreement. The City, in its sole unreviewable
discretion, may grant such extension without additional approval of the City Council. The City's
consent to such an extension shall'not be unreasonably withheld.
e. Except as otherwise provided herein, if Buyer proceeds to Closing, Buyer shall be
deemed to acknowledge that it has determined the Property is suitable for its intended use.
6. Inspections Prior to Closing.
a. As -Is Sale. Buyer acknowledges and agrees that it is purchasing the Property on an
"as is" basis and "with all faults" basis. Buyer acknowledges that prior to the Closing it has been
given the opportunity to make a full and complete investigation and inspection of the Property and
that Buyer has had an opportunity to make full inquiry of Seller as to all matters deemed relevant
by Buyer in evaluating the Property. Buyer acknowledges and agrees that, except as expressly
provided in this Agreement or the documents delivered at Closing, Seller has made no
representations or warranties and has no continuing responsibility or liability regarding the
Property, including, without limitation, its physical condition and its "Environmental Condition"
(as defined below). Buyer is not relying in any way upon any representations, statements,
agreements, warranties, studies, plans, reports, descriptions, guidelines or other information or
material furnished by Seller or its representatives, whether oral or written, express or implied, of
any nature whatsoever, except as expressly provided in this Agreement or the documents delivered
at Closing. Further, nothing in this Agreement requires Seller to conduct any investigation or
commission any reports or studies to assess the environmental condition of the Property.
b. For purposes of this Agreement, "Environmental Condition" shall mean any
condition with respect to soil, surface water or groundwater at, from or below the Property or other
conditions present at the Property. Such conditions need not be in violation of Environmental Laws
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(as herein defined), require remedial action, and/or cause, result in, give rise to or have the potential
to give rise to any claims, demands, and/or liabilities to third parties, including but not limited to,
governmental entities.
C. Without limiting the generality of the foregoing, Buyer expressly waives and
relinquishes any and all rights and remedies Buyer may now or in the future have against Seller,
whether known or unknown, with respect to the Environmental Condition of the Property except
as expressly provided in this Agreement.
d. As used herein, `Environmental Laws" shall include, without limitation, federal,
state, local, and regional statutes, rules, regulations, and the common law relating to the
environment, including, without limitation, the Arizona Environmental Quality Act, contained in
Title 49 of the Arizona Revised Statutes, as amended; the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
("CERCLA"); the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C.
Section 6901, et seq. ("RCRA"); the Hazardous Materials Transportation Act, as amended, 49
U.S.C. Section 1801, et seq. ("HMTA"); the Clean Air Act, as amended, 42 U.S.C. Section 7401,
et seq.; the Emergency Planning and Community Right -To -Know Act of 1986, as amended, 42
U.S.C. Section 11001 et seq. ("EPCRA"); the Federal Insecticide, Fungicide, and Rodenticide Act,
as amended, 7 U.S.C. Section 136, et seq.; the Clean Water Act, as amended, 33 U.S.C. Section
1251, et seq.; the National Environmental Policy Act, as amended, 42 U.S.C. Section 4321, et seq.;
the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651 et seq.; the
Endangered Species Act, as amended, 16 U.S.C. Section 1531, et seq.; the Rivers and Harbors Act
of 1899, as amended, 33 U.S.C. Section 401 et seq.; the Oil Pollution Act of 1990, as amended;
the Pollution Prevention Act of 1990, as amended; the Safe Drinking Water Act, as amended, 42
U.S.C. Section 300[fJ et seq.; the Toxic Substances Control Act, as amended, 7 U.S.C. Section
136 et seq. ("TSCA"); any regulations promulgated under or pursuant to any of the foregoing; and
all other federal, state, and local laws, ordinances, statutes, codes, rules, regulations, orders, and
decrees now in effect relating to the existence of Hazardous Materials (as herein defined) located
at the Property. As used herein, the term "Hazardous Material(s)" includes, without limitation, any
hazardous waste, solid waste or toxic materials, hazards, substances, pollutants, or contaminants
located at or emanating from the Property, as defined in the applicable Environmental Laws
described herein.
e. Buyer agrees that, in making any physical or environmental inspections of the
Property, Buyer or Buyer's agents will:
i. carry not less than $1,000,000.00 in commercial general liability insurance
prior to the entering upon the Property to make such inspection;
ii. will not reveal to any third party not approved by Seller (other than Buyer's
agents, employees, contractors, design professionals, and lenders with a
need to know) the results of its inspections; and
iii. will restore promptly any physical damage caused by the inspections.
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f. Prior to Buyer and Buyer's agents,. representatives, employees, independent
contractors and invitees entry on to the Property to perform any Due Diligence activities,
including, but not limited to, any subsurface testing, drilling, or excavation of the Property, Buyer
shall notify Seller.
g. Buyer shall indemnify, defend, and hold harmless Seller, and Seller's agents,
employees, officers, elected officials, directors, shareholders, partners, members, affiliates,
successors, assigns, and representatives for, from, and against any and all liabilities, losses, claims,
demands, damages, including reasonable attorneys' fees, experts fees, consultants fees, courts
costs, and any other expenses to the extent they result from or arise out of or are in any way
connected with:
i. Buyer's inspection of the Property;
ii. Buyer's accessing the Property to conduct Studies; and
iii. Buyer's failure to restore the Property in accordance with this Section 6.
This indemnification shall survive the Close of Escrow or any early termination of this Agreement;
provided, however, that Buyer's obligation above to indemnify, defend, and hold harmless shall
not extend to any claims or liabilities arising out of the discovery or disturbance of any pre-existing
conditions on the Property.
7. Survey and Title Insurance. Within ten (10) business days of the Effective Date, City shall
order an updated title report ("Report") and if Buyer chooses to obtain title insurance, a
commitment ("Title Commitment") for owner's title insurance policy ("Title Policy") issued by
the Title Company in an amount designated by Buyer.
a. Within fifteen (15) business days of the Effective Date, Seller shall order an ALTA
Survey, of the Property (the "Survey"), and a separate ALTA Survey, of the Improvement Area.
b. Buyer shall have until the expiration of the Due Diligence Period in which to notify
Seller of any title defects ("Defects") disclosed by the Title Commitment or Survey. Any matter
set forth in the Title Commitment and Survey not set forth in said notice shall be deemed to be a
"Permitted Exception" to the title, and the Deed and Title Policy delivered at Closing may be
subject thereto. If no such notice is given, it shall be deemed that Buyer has agreed to accept the
Property subject to the matters shown in the Title Commitment and Survey, and this Agreement
shall remain in full force and effect. Seller shall have 10 days from receipt of Buyer's notice (the
"Cure Period") in which to remedy the Defects or to obtain title insurance by the Title Company
insuring over and against such Defects (the premium for which shall be paid by Seller) and provide
evidence satisfactory to Buyer thereof. If Seller fails to remedy such Defects or obtain such title
insurance within the Cure Period, Buyer shall have the option exercisable within 10 days after the
expiration of Seller's Cure Period to agree to accept a conveyance of title subject to such Defects,
and proceed with this Agreement (in which event the Title Commitment and the Deed will be
accepted subject to any such Defects as Permitted Exceptions) or, give written notice to Seller to
terminate this Agreement, and thereafter no party hereto shall have any claims, rights, duties,
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obligations, or liabilities to another party hereto by virtue of this Agreement, except those which
herein are expressly stated to survive any termination of this Agreement, and the Earnest Money
and Extension Deposits shall be returned to Buyer. If Buyer makes no election, it shall be deemed
that Buyer has agreed to accept title "As Is" subject to the Defects, and this Agreement shall remain
in full force and effect.
C. To the extent any defects, exceptions or encumbrances arise and appear on the Title
Commitment subsequent to the expiration of the Due Diligence Period but prior to the Closing
Date ("Subsequent Defects"), Seller shall determine whether Seller is able to cure and/or insure
over the same. To the extent Seller elects not to or is unable to cure the Subsequent Defects, Buyer,
at its sole option, may proceed with this Agreement (in which event the Title Commitment and the
Deed will be accepted subject to any such Subsequent Defects) or, give written notice to Seller to
terminate this Agreement, and thereafter no party hereto shall have any claims, rights, duties,
obligations, or liabilities to another party hereto by virtue of this Agreement, except those which
herein are expressly stated to survive any termination of this Agreement.
Deliveries at Closing. At Closing, Seller shall deliver to Buyer the following:
a. A duly authorized and executed special warranty deed attached hereto as Exhibit
C, in recordable form, conveying good and marketable title to the Property ("Deed"), subject only
to current real estate taxes not yet due and payable, and the Permitted Exceptions;
b. Bill of sale, if necessary;
C. Vendor's affidavit acceptable to Buyer and Title Company, stating that all of the
representations and warranties set forth in Section 13 below are true and correct as of the date of
closing, and sufficient to delete all standard exceptions from the Title Policy and Title
Commitment;
d. Non -foreign affidavit, properly executed, containing such information as shall be
required by Internal Revenue Code § 1445(b)(2) and the regulations promulgated thereunder
stating that Seller is not a "Foreign Person" (as defined in Section 1445);
e. All other documentation which may be reasonably required by the Title Company
in order to insure Buyer with good and marketable title to the Property; and
f. All other documents necessary to complete the transaction contemplated by this
Agreement.
9. Possession. Seller agrees to deliver exclusive possession of the Property to Buyer at
Closing.
10. Post -Closing Obligations. As provided in the IFB, TANNER will design and construct the
"Improvements" described in subsection (a) below, within the "Improvement Area," as generally
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depicted and legally described in Exhibit B attached hereto, at its sole cost and in accordance with
all applicable federal, state or City rules, codes, regulations and statutes.
a. Improvements. TANNER will construct the following Improvements:
A berm along the north boundary of parcel 501-55-003B and the eastern
portion of the north boundary of parcel 501-99-001 J. The length of the berm
is estimated to be approximately 850 feet, along the south side of Glendale
Avenue. The intent of the berm is to screen any subsequent mining
operation should the Buyer engage in such business on the Property. The
berm shall be 10 feet above the grade of Glendale Avenue. The berm shall
be stabilized to mitigate erosion and minimize dust. Bu er may not begin
any sand & gravel operations at or on the Property unless and until such
berm has been completed.
2. Backfill, compact and grade an area approximately 850 feet long (east -west)
by 400 feet wide (north -south) encompassing the northern 400 feet of City -
owned parcel 501-55-003B and the extreme northeast portion of City -
owned parcel 501- 99-OO1J using clean fill and inert materials (as defined
in ARS 49-701). The finished grade should be at the same elevation of the
adjacent portion of Glendale Avenue. A grading and drainage plan must be
submitted to and approved by the City before work begins (the "Grading
and Drainage Plan").
3. All Improvements shall only be performed after approval by the City and
shall be completed within 90 days after Closing, in accordance with all
applicable laws, regulations, and permits, if any, and to the satisfaction of
the City. The period for completing the Improvements may be extended by
the City, in its sole unreviewable discretion, for up to 240 days in one or
more signed writings, without the additional approval of the City Council.
The City's approval of Buyer's request(s) for such extension(s) shall not be
unreasonably withheld. If any such approval is granted, Buyer will be
provided a Notice transmitted according to Section 15 below.
4. Buyer shall furnish all expertise, labor, supervision, services, equipment,
tools, supplies, and licenses, and shall secure and comply with all required
permits, supply all transportation, and incidentals necessary to complete
Improvements.
5. Buyer shall submit a `Backfill and Compaction Plan," prepared by an
Arizona registered engineer, to the City for review and comment. Nothing
in this Agreement prevents or prohibits the City from objecting to or
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rejecting the Buyer's Backfill and Compaction Plan if the City determines
the Backfill and Compaction Plan does not meet the requirements of the
IFB or any applicable federal or state law or regulation or any provision of
the City Code. Buyer shall not proceed with any work to implement the
Backfill and Compaction Plan until it obtains the City's approval.
6. Upon completion of the Improvements as approved, Buyer shall submit a
final backfill and compaction report to the City.
7. Prior to commencing the Improvements, Buyer shall obtain and provide
Seller with a performance bond securing the completion of the
Improvements.
b. Plan of Development. Prior to undertaking any operations on the Property,
including operations for, or related to, the extraction of sand and gravel or other materials, Buyer
shall submit a "Plan of Development," sealed by a registered engineer, to the City for review and
approval. The Plan of Development shall include the following items:
Administrative information that includes the parcel data, site map, and
appropriate contact information.
2. A mining plan that shows the property boundaries, existing topography, the
extent and depth of the area(s) to be excavated with horizontal and vertical
control, appropriate benchmarks, elevations, details, cross -sections, phases,
and depiction of the operations area(s) including materials processing and
storage, batch plants, structures and haul roads; and
A report of the engineering practices and design(s) that demonstrate there
will be no adverse impacts (No -Rise Certification) to structures or
surrounding properties from all flows up to and including the 100-year
flood; and
4. A description of all other uses associated with the mining operation such as,
but not limited to, processing of material, asphalt batch plants, concrete
plants, storage areas, and access roads; and
5. A floodplain closure plan which causes the land to be, when the approved
use is terminated, in such a condition as to maintain the stability of the
floodplain, to prevent flood -related -erosion or to not aggravate existing
flood -related erosion and to prevent adverse impact to structures or property
by appropriate means to protect from all flows up to and including the 100-
year flood.
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6. The Seller will follow the Maricopa County Flood Control District's Sand
and Gravel Floodplain Use Permitting guidelines and technical
requirements when reviewing and approving Buyer's Plan of Development.
7. Provided that Buyer completes the mining and reclamation project in
accordance with the City approved plans, Seller will provide a statement to
any Federal, State or local governmental agency seeking to perform
floodplain remapping or similar floodplain activities, that Buyer has
completed the project in accordance with such plan and to the City's
satisfaction.
C. Inspections. The City may perform inspections to verify compliance with the Plan
of Development.
d. Reclamation Plan. A copy of the reclamation plan from the State Mining Inspector
shall be provided to the City upon its approval.
e. Buyer shall provide the City copies of any permits or approvals it obtains for or
related to the Property.
f. City's Operations Take Precedence. Buyer agrees not to undertake any operations
or activities at or on the Property that may: (i) interfere with any operations of the City; (ii) cause
any damage to City property; or (iii) cause the City to violate any federal, state or local law, statute,
regulation, requirement, condition or permit, including, but not limited to, the City's aquifer
recharge, stormwater and flood control. Buyer also agrees not to challenge, object to or otherwise
seek to change, impact or adversely affect the existing operations of City, including aquifer
recharge, even if such existing operations interfere with or constitute a nuisance to Buyer's
operations or ownership interest in the Property.
11. Representations and Warranties of Seller. As a material inducement to Buyer for
entering into this Agreement, Seller hereby represents and warrants to Buyer as follows:
a. Seller owns and will continue to own good, marketable and indefeasible fee simple
title to the Property on the date of Closing, subject only to the lien of current, non- delinquent real
estate taxes, easements, and other matters of record;
b. Seller is duly organized, validly existing and has authority to sell the Property;
C. To the best knowledge and information of Seller, there are no violations of any
laws, regulations, codes, ordinances, orders or requirements affecting the Property, including, but
not limited to applicable laws, regulations, ordinances or requirements relating to ecology, the
environment, pollution, health or safety;
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d. There is no litigation or proceeding pending or, to the best knowledge of Seller,
threatened against or relating to the Property, including, without limitation, any proceedings for
condemnation or other exercise of the power of eminent domain;
e. To the best knowledge and information of Seller, there are no liens or claims which
may ripen into liens against the Property other than those to be released at or before closing; and
f. To the best knowledge and information of Seller, there are no unbilled special
assessments against the Property.
12. Representations and Warranties of Buyer. Buyer represents and warrants to Seller that
Buyer has the full right, power, and authority to enter into this Agreement and to perform its
obligations hereunder.
13. Casualty or Condemnation. If, on or before the Closing Date, all or any part of the Property
is destroyed or damaged by fire or any other cause, or if eminent domain proceedings are instituted,
or a notice of condemnation is given, with respect to all or a portion of the Property, Seller shall
promptly notify Buyer thereof. If such damage or destruction is repaired at the sole cost and
expense of Seller prior to Closing to substantially the same condition existing prior to such damage
or destruction, or if such damage or destruction does not exceed $25,000 (as determined by Seller's
insurer), or if the value of any land taken or to be taken does not exceed $25,000, Buyer shall be
bound to purchase the Property without any reduction in the Purchase Price but receiving an
assignment of all insurance or eminent domain proceeds on account thereof. In the event of (i)
damage to or destruction of all or any part of the Property of more than $25,000 and Seller fails to
repair such damage or destruction as provided herein, or (ii) the institution or giving of notice of
eminent domain proceedings with respect to all or any part of the Property the value of which is
more than $25,000 Buyer shall have the right to terminate this Agreement by giving written notice
to Seller on or before the Closing Date and in the event Buyer exercises such right to terminate
this Agreement, the Earnest Money shall be returned to Buyer, whereupon no party hereto shall
have any further rights, obligations or liabilities hereunder except those which survive termination.
In the event of any un- repaired damage or eminent domain proceedings which would permit
termination hereunder and neither party elects to terminate, or if Buyer is required to proceed
hereunder, the Deed shall be subject to any such eminent domain proceeding, such taking shall be
deemed a Permitted Exception, and Seller shall deliver to Buyer on the Closing Date an assignment
in a form reasonably satisfactory to Buyer of all of Seller's right, title and interest in and to any
eminent domain award or insurance claim to the extent not previously applied to restoration or
repair of the Property, but the Purchase Price shall not be affected by any such condemnation,
damage or destruction.
14. Default.
a. Remedies Subsequent to Conveyance. In the event TANNER breaches this
Agreement by failing to materially complete the construction of the Improvements described in
this Section within 90 days of its Effective Date (as may be extended according to Section 10(a)(3)
12
20240054833
of this Agreement, the City may, in its sole discretion: (i) take legal action to enforce its rights and
remedies under this Agreement or applicable law, including filing a complaint seeking to compel
specific performance by TANNER, or (ii) seek reconveyance of the Property, free and clear of all
liens and encumbrances, with the City reimbursing TANNER the Purchase Price or the Property's
then -current fair market value, whichever is less. In the event the City chooses the reconveyance
remedy, TANNER shall remain liable for any damages arising out of its use, construction,
operation, or other activities conducted at or releases from the Property.
b. Damages in the Event of Default. The Parties acknowledge that it is impossible to
ascertain damages in the event of default by either Seller or Buyer hereunder. Accordingly, the
Parties agree that if either party defaults in performing under this Agreement and the transaction
is not closed, there shall be no penalty or damages due to the non -defaulting party except for any
penalties or damages for obligations that survive the termination of this Agreement.
15. Notices. All notices, requests, demands, consents, and other communications required or
permitted under this Agreement ("Notice") shall be in writing and shall be deemed to have been
duly and properly given on the date of service if delivered personally, or, if mailed, on the day
such Notice is deposited in a receptacle of the United States Postal Service, registered or certified
mail, first class postage prepaid, return receipt requested, addressed appropriately to the last known
address of Seller or Buyer. All Notices required or permitted hereunder, shall be in writing and
delivered to the Parties at the following addresses:
To Seller: City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
Attention: Kevin Phelps, City Manager
kphelps@glendaleaz.com
with a copy to: City of Glendale
5850 W. Glendale Avenue
Glendale, Arizona 85301
Attention: Michael Bailey
mbailey@glendaleaz.com
If to Buyer: M R Tanner Mining, Inc.
1327 W San Pedro Gilbert, AZ 85233
Attention: Maurice R Tanner, President
mtanner@mrtanner.com
with a copy to: David Lake
Weiss Brown
6263 N Scottsdale Road, Ste. 340
Scottsdale, AZ 85250
13
20240054833
(480) 327-6676 direct line
Email: David.lalce@weissbrown.com
16. Broker Commissions. Seller and Buyer covenant and represent each to the other, there is
no party entitled to be paid a finder's fee, cooperation fee, commission or other brokerage -type fee
or similar compensation in connection with this Agreement and the transactions contemplated
hereby (whether sale or loan), and that neither Seller nor Buyer has had any dealings or agreements
with any such individual or entity in connection therewith. If any person or entity shall assert a
claim to such a fee or compensation against either Seller or Buyer on account of alleged
employment as a finder, consultant or broker, then the party to this Agreement by, through or under
whom the person or entity claims such employment shall indemnify, defend and hold harmless the
other party against and from any and all such claims and all costs, expenses and liabilities incurred
in connection with such claim or any action or proceedings brought thereon. The terms and
conditions contained in this Section 16 shall survive the Closing or the earlier termination hereof.
17. Survival. Except as expressly set forth in this Agreement, no representations, warranties,
covenants, agreements, undertakings, and other obligations of Seller set forth herein shall survive
the closing of the transactions contemplated hereby or the execution and delivery of the documents
contemplated hereunder, and such shall be merged therein, and no action based thereon shall be
commenced after the Closing of this transaction. The delivery of the Deed by Seller, and the
acceptance thereof by Buyer, shall be deemed the full performance and discharge of every
obligation on the part of Seller to be performed hereunder, except those obligations of Seller which
are expressly stated in this Agreement to survive the Closing of this transaction.
18. Exhibits. This Agreement, including Exhibits A and B and the Special Warranty Deed,
attached hereto as Exhibit C, which are incorporated herein by this reference, constitutes the entire
agreement between the parties pertaining to the subject matter contained herein. Each party also
agrees in good faith to execute such further or additional documents as may be necessary or
appropriate to fully carry out the intent and purpose of this Agreement.
19. Time Periods. Except as expressly provided for herein, the time for performance of any
obligation or taking any action under this Agreement shall be deemed to expire at 5:00 p.m.
(Phoenix time) on the last day of the applicable time period provided herein. If the time for the
performance of any obligation or taking any action under this Agreement expires on a Saturday,
Sunday or legal holiday, the time for performance or taking such action shall be extended to the
next succeeding day which is not a Saturday, Sunday or legal holiday.
20. Amendment. This Agreement constitutes the entire agreement of the parties and
supersedes any negotiations, discussions, undertakings, correspondence or informal agreements of
the parties. All prior and contemporaneous agreements, representations and understandings of the
parties, oral or written, are superseded by and merged in this Agreement. No supplement,
modification, or amendment of this Agreement shall be binding unless in writing and executed by
TANNER and Glendale and are not effective until approved by the City Council, if necessary.
14
20240054833
21. Interpretation. Both parties have been represented by counsel in negotiating and approving
this Agreement. This Agreement shall be interpreted, applied and enforced according to the fair
meaning of its terms and shall not be construed in favor of, or against, either party, regardless of
which party may have drafted or proposed any of its provisions or terms.
22. Covenants Running with the Land. The obligations and benefits set forth in this Agreement
shall run with the land and shall be binding upon the successors and assigns of the parties hereto.
23. Originals. This Agreement is executed in triplicate and each executed copy shall be
considered an original.
M R TANNER MINING, INC.
an Arizona corporation
y: Ukice R. Tanner
: President
Exempt Pursuant to A.R.S.§11-1134 (A)(3)
STATE OF ARIZONA )
) ss.
County of MARICOPA )
The foregoing instrument was acknowledged before me this 5th day of b e Ce mye r , 2023
by Maurice R. Tanner, who acknowledged that he executed this instrument for the purposes
therein contained.
My commission expires:
OT/2 q/ 15
15
Notary
20240054833
ATTEST:
0. /�k ��
J ' K. Bower
City Clerk
APPROVED AS TO FORM:
Mic el D Bailey
City Attorney
16
CITY OF GLENDALE,
an Arizona municipal corporation
Z- �-'- /,-)- eL/-�
By: Kevin R. Phelps
Its: City Manager
20240054833
NOTARIAL ACKNOWLEDGEMENT
STATE OF Arizona )
covNTv of Maricopa
This' instrument was acknowledged before me this28thday of November
20 23 by Kevin R. Phelps
W— iTHOMSON ti
; ;'� P66111o=Stale ofArizona
NIOG® ACOUNTY
z ` : ®fl ffl(§gbn # 648739
� Lby 08. 2027 NOTARY PUBI3C
Description of document this notarial certificate is being attached to:
Type/Title
Purchase Sale Agreement-P23-013
M R Tanner Mining, Inc
Date of Doc
November 28, 2023
Number of -Pages
17
Addt'i Signers (other than those named in
N/A
the notarial certificate.)
17
20240054833
EXHIBIT A:
LEGAL DESCRIPTION AND SKETCH FOR "THE
PROPERTY"
20240054833
Legal Description
City of Glendale
Sale Transfer Parcel
Job No. 21-1022-002
CEPS
3/21/2022
A portion of the East Half of Section 12, Township 2 North, Range 1 West of the
Gila and Salt River Meridian, Maricopa County, Arizona, more particularly described
as follows:
BEGINNING at the Center Quarter Corner of said Section 12, being marked by a
found 1/2" rebar, from which the North Quarter Corner of said Section 12, being
marked by a found 3" brass cap in handhole, bears North 0 degrees 11 minutes 45
seconds East, 2639.67 feet;
thence along the West line of the Northeast Quarter of said Section 12, North 0
degrees 11 minutes 45 seconds East, 1196.06 feet;
thence South 38 degrees 51 minutes 50 seconds East, 844.45 feet;
thence South 43 degrees 20 minutes 59 seconds East, 232.39 feet to the beginning
of a non -tangent curve, concave Southwest, from which the radius point bears
South 57 degrees 48 minutes 04 seconds West a distance of 1350.00 feet;
thence Southeasterly 557.47 feet along the arc of said curve to the right through a
central angle of 23 degrees 39 minutes 35 seconds;
thence South 8 degrees 32 minutes 21 seconds East, 260.65 feet;
thence South 0 degrees 12 minutes 26 seconds West, 100.00 feet;
thence South 89 degrees 47 minutes 34 seconds East, 366.76 feet to a point on the
East line of the East Half of the West Half of the Southeast Quarter of said Section
12, from which the Northeast Corner thereof, being marked by a found 1/2" rebar,
bears North 0 degrees 12 minutes 26 seconds East, 497.68 feet;
thence along said East line, South 0 degrees 12 minutes 26 seconds West, 2143.24
feet to a point on the South line of said Southeast Quarter;
thence along said South line, North 89 degrees 28 minutes 08 seconds West,
646.56 feet;
E111 S Group, lDnc, @ 111,11130 INL, Minna Schooll IRd, Siuiite.'11,20o II`'l4es , Au,$?'rt MIMI„
�I�+III (,480) 0: -, 250 a IFaix (,480) 503-22
S:\Projects\2021\21-1022\21-1022-002 Agua Fria Property\Land Survey\Legals\21-1022-002 LD01 Sale Transfer
Parcel.docx
20240054833
CEPS
G R 0 U P
thence along the West line of the East Half of the West Half of the Southeast
Quarter of said Section 12, North 0 degrees 11 minutes 14 seconds East, 2640.31
feet to the Northwest corner thereof, being marked by a found 1" iron pipe;
thence along the North line of said Southeast Quarter, North 89 degrees 31
minutes 23 seconds West, 645.59 feet to the POINT OF BEGINNING.
Contains 2,084,423 square feet or 47.8518 acres, more or less.
0
MM
M
E111"S Group, ']Dnc, @ 111,11130 IN Allinna: Schooll IRd, Siuiite.'11,20o I'l4esa, AZ MIMI,
(,480) 503-2250 a IFaix (,480) 503-2258
S:\Projects\2021\21-1022\21-1022-002 Agua Fria Property\Land Survey\Legals\21-1022-002 LD01 Sale Transfer
Parcel.docx
20240054833
N 1/4 COR, SEC 12, T2N, R1 W
FD 3" BCHH
POB L10
C 1/4 COR
SEC 12, T2N, R1W
FD 1/2" RB L5
NW COR, E 1 /2, W 1 /2, SE 1/4
SEC 12, T2N, RIW
FD 1" IP
647.49'
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RAYMOND S.
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Expires 3Wj%1
NE COR, E 112, W 112, SE 1/4
SEC 12, TA R1W
FD 1 /2" RB
S89°31'23"E 2584.98'
1291.90'
E 1/4 COR, SEC 12, TA R 1 W
FD 2" IP
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SCALE: 1 "=500'
S 1/4 COR
SEC 12, T2N, R1W SE COR, SEC 12, T2N, R1W
FD 3" BC FD 2" AC
646.56' L8 1293.13' _
N89°28'08"W 2586.26'
City Of Glendale 1130 N Alma School Rd
N Sale Transfer Parcel EPS
Ste 120 Mesa, AZ 85201
Nei TA80.503.2250 I FA80.503.2258
N
Exhibit SHEET 1 OF 2 GROUP www.epsgroupinc.com
20240054833
LINE TABLE
LINE BEARING LENGTH
L1 N00°11'45"E 1196.06'
E2 S38°51'50"E 844.45'
E3 S43°20'59"E 232.39'
E4 S08°32'21 "E 260.65'
E5 S00°12'26"W 100.00'
E6 S89°47'34"E 366.76'
E7 S00°12'26"W 2143.24'
E8 E189°28'08"W 646.56'
E9 E100°11'14"E 2640.31'
E10 N89°31'23"W 645.59'
CURVE TABLE
CURVE LENGTH RADIUS DELTA TANGENT CHORD CHORD BRG
C1 557.47' 1350.00' 23°39'35" 282.76' S53.52' S20°22'08"E
o s
CAT 9G
5316 `o
RAYMOND S.
o MUNOZ III
BPS/ ned
9�IZONA
F'rp i r e s 3131 I Z�ti�
o City Of Glendale 1130 N Alma School Rd
"' Sale Transfer Parcel �p� Ste 120 Mesa, AZ 85201
Nei T:480.503.2250 IF:480.503.2258
N
Exhibit SHEET 2 OF 2 GROUP www.epsgroupinc.com
CURVE TABLE
CURVE LENGTH RADIUS DELTA TANGENT CHORD CHORD BRG
C1 557.47' 1350.00' 23°39'35" 282.76' S53.52' S20°22'08"E
o s
CAT 9G
5316 `o
RAYMOND S.
o MUNOZ III
BPS/ ned
9�IZONA
F'rp i r e s 3131 I Z�ti�
o City Of Glendale 1130 N Alma School Rd
"' Sale Transfer Parcel �p� Ste 120 Mesa, AZ 85201
Nei T:480.503.2250 IF:480.503.2258
N
Exhibit SHEET 2 OF 2 GROUP www.epsgroupinc.com
o s
CAT 9G
5316 `o
RAYMOND S.
o MUNOZ III
BPS/ ned
9�IZONA
F'rp i r e s 3131 I Z�ti�
o City Of Glendale 1130 N Alma School Rd
"' Sale Transfer Parcel �p� Ste 120 Mesa, AZ 85201
Nei T:480.503.2250 IF:480.503.2258
N
Exhibit SHEET 2 OF 2 GROUP www.epsgroupinc.com
20240054833
EXHIBIT B:
LEGAL DESCRIPTION AND SKETCH FOR THE
"IMPROVEMENT AREA"
20240054833
Legal Description
City of Glendale
Improvement Area
Job No. 21-1022-002
C_ EPS
March 17, 2023
A portion of the North Half of Section 12, Township 2 North, Range 1 West of the Gila and Salt River Meridian,
Maricopa County, Arizona, more particularly described as follows:
COMMENCEING at the North Quarter Corner of said Section 12, being marked by a found 3" brass cap in hand
hole, from which the Northwest Corner of said Section 12, being marked by a found 3" brass cap in handhole,
bears South 89 degrees 34 minutes 43 seconds East, 2584.22 feet;
thence along the West line of the Northeast Quarter of said Section 12, South 0 degrees 11 minutes 45
seconds West, 85.00 feet to the POINT OF BEGINNING;
thence along the South line of the North 85.00 feet of said Northeast Quarter, South 89 degrees 34 minutes 43
seconds East, 646.04 feet;
thence South 0 degrees 12 minutes 21 seconds West, 400.00 feet;
thence along the South line of the North 485.00 feet of said Northeast Quarter, North 89 degrees 34 minutes
43 seconds West, 647.54 feet;
thence along the South line of the North 485.00 feet of the Northwest Quarter of said Section 12, North 89
degrees 34 minutes 44 seconds West, 202.43 feet;
thence along the West line of the East 204.00 feet of said Northwest Quarter, North 0 degrees 11 minutes 45
seconds East, 400.00 feet;
thence along the South line of the North 85.00 feet of said Northwest Quarter, South 89 degrees 34 minutes
44 seconds East, 204.00 feet to the POINT OF BEGINNING.
Contains 340,003 square feet or 7.8054 acres, more or less.
1:1'1PS Ciroup, IInc, a :I.130 N, Alma IRd, Suite 120 a Mesa, aka° 85201
CA v�
37495
ROBERT A.
JOHNSTON,,-
S:\Projects\2021\21-1022\21-1022-002 Agua Fria Property\Land Survey\Legals\21-1022-002 LD04 Improvement
Area.docx
20240054833
POC
NW COR, N 1/4 COR,
SEC 12, T21N, R1W F SEC 12, T2N, R1W
FD 3" BCHH FD 3" BCHH
N89°34'44"W 2,582_43' S89°34'43"E 2,584.22'
L3 J S89°34'43"E 646.04'
POB
NE COR,
SEC 12, T21N, R1W
FD 3° BCHH
o
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CQ ^ 00LC)
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N O
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W
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L
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N
204'
W0
APN 501-99-001J
CITY OF GLENDALE
no
N89°34'43"W 647.54'
APN 501-55-003B
CITY OF GLENDALE
C 1/4 COR
SEC 12, T21N, R1W
FD 1/2 RB
LINE TABLE
LINE
BEARING
LENGTH
L1
S00°11'45"W
85.00'
L2
N89°34'44"W
202.43'
L3
S89°34'44"E
204.00'
o
N
City Of Glendale
Improvement Area
1130 N Alma School Rd
Ste 120 Mesa, AZ 85201
N
T:480.503.2250 I F:480.503.2258
www.epsgroupinc.com
Exhibit
20240054833
EXHIBIT C:
SPECIAL WARRANTY DEED
20240054833
When recorded mail to:
M R Tanner Mining, Inc.
Attention: Maurice R Tanner, President
1327 W San Pedro
Gilbert, AZ 85233
SPECIAL WARRANTY DEED
CITY OF GLENDALE, an Arizona municipal corporation ("Grantor"), for and in consideration
of the sum of Ten Dollars ($10.00) and other valuable consideration, does hereby convey to M R
TANNER MINING, INC., an Arizona corporation, ("Grantee"), that certain real property situated in the
County of Maricopa, State of Arizona:
SEE EXHIBIT "A" ATTACHED HERETO
AND BY REFERENCE MADE A PART HEREOF.
SUBJECT ONLY TO: Current taxes and assessments, reservations and all easements, rights of
way, covenants, conditions, restrictions, liens and encumbrances of record.
GRANTOR HEREBY binds itself and its successors and assigns to warrant and defend the title
against all acts of the Grantor, and none other, subject to the matters above set forth.
EXECUTED this day of , 2023.
GRANTOR:
CITY OF GLENDALE,
an Arizona municipal corporation
By: Kevin R. Phelps
Its: City Manager
20240054833
Exempt Pursuant to A.R.S.§11-1134 (A)(3)
STATE OF ARIZONA
ss.
County of Maricopa
The foregoing instrument was acknowledged before me this day of , 2023
by Kevin R. Phelps, City Manager for the City of Glendale, who acknowledged that he executed this
instrument for the purposes therein contained.
My commission expires:
Notary Public
Agua Fria River & Glendale Avenue
Ord #