HomeMy WebLinkAboutContract # : C-10318 - CCP INVESTMENTS #3 LLC; - Execution Date: 10/14/2015 keN
ORIG1 N- C-10318
10/14/2015
PURCHASE AGREEMENT
•
DATE: October/5,2015
SELLER: CCP INVESTMENTS #3,LLC,
an Arizona limited liability company(the "Seller")
Address: c/o Snell&Wilmer L.L.P.
One Arizona Center
Phoenix,Arizona 85004-2202
Attention: Joyce K. Wright
Telephone: (602)382-6249
E-mail: ikwright tr,swlaw.com
SELLER'S
ATTORNEY: SNELL&WILMER L.L.P.
Address: One Arizona Center
Phoenix,Arizona 85004-2202
Attention: Joyce K. Wright
Telephone: (602)382-6249
E-mail: jkwright(a,swlaw.com
BUYER: THE CITY OF GLENDALE,ARIZONA,
an Arizona municipal corporation(the "Buyer")
Address: 5850 West Glendale Avenue
Glendale,Arizona 85301
Attention: Michael Bailey, City Attorney
Telephone: (623) 930-2930
E-mail: mbailey@glendaleaz.com
BUYER'S
ATTORNEY: GUST ROSENFELD PLC
Address: One East Washington, Suite 1600
Phoenix, Arizona 85004-2553
Attention: Raul Abad
Telephone: (602)257-7452
E-mail: rabad(a,gustlaw.com
ESCROW
AGENT: FIDELITY NATIONAL TITLE INSURANCE COMPANY
Address: 7025 N. Scottsdale Road, Suite# 102
Scottsdale,Arizona 85253
Telephone: (480) 515-2331
Escrow Officer: Lisa Boyle,Vice President—Branch Manager
E-mail: 1isa.bovle(cfnf.com
Escrow No.: 22002164
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PROPERTY: Fee title to the real property described on Exhibit A, generally located at
the southwest corner of Bethany Home Road and 91st Avenue in
Glendale, Arizona, including all improvements located on such real
property, if any, and all rights and privileges appurtenant to the real
property, allof which are agreed to be and constitute a part of the real
property (the"Property").
ARTICLE 1
AGREEMENT OF THE PARTIES
1.1 Agreement. In consideration of the mutual promises and covenants set forth in
this Purchase Agreement (this "Agreement"), Seller agrees to sell and Buyer agrees to buy the
Property on the terms and conditions set forth in this Agreement. Simultaneously with the
execution of this Agreement, Buyer has entered into that certain Purchase Agreement of even
date herewith by and among Buyer and CCP INVESTMENTS #2, LLC, an Arizona limited
liability company and Alice R. Pendergast, Carolyn Pendergast and Bonnie Pendergast, as
Trustees under The Pendergast Trust, under Agreement dated June 11, 2004, collectively, as
seller thereunder (as may be amended pursuant to the terms thereof, the "CCP #2 Agreement")
pertaining to that certain other real property and improvements more particularly described in the
CCP #2 Agreement (the "CCP #2 Property"). Buyer and Seller established Escrow No.
22002142 with Escrow Agent pursuant to the CCP #2 Agreement ("Escrow No. 22002142").
Buyer intends and agrees to purchase both the Property and the CCP #2 Property, subject to the
terms and conditions of this Agreement and the CCP #2 Agreement and to close Escrow No.
22002142 simultaneously with closing the escrow established pursuant to this Agreement.
1.2 Effectiveness of Agreement; Opening Date. This Agreement shall be effective
when both Buyer and>Seller have executed this Agreement. Within one (1) Business Day
following the date of execution of this Agreement by both Buyer and Seller, and deposit of their
respective executed counterparts of this Agreement with Escrow Agent, Buyer shall deposit the
Earnest Money Deposit as defined and required by Section 2.2(a) in escrow. The "Opening
Date" shall be the date on which Escrow Agent has received the fully executed counterparts of
this Agreement and the Earnest Money Deposit. Promptly upon receipt of those items, Escrow
Agent shall notify Buyer and Seller in writing of the Opening Date.
ARTICLE 2
PURCHASE PRICE AND PAYMENT TERMS
2.1 Purchase Price. The total purchase price for the Property is $15,526,542.00 (the
"Purchase Price").
2.2 Payment. The Purchase Price shall be paid by Buyer as follows:
(a) Earnest Money. Within one (1) Business Day following the date of
execution of this Agreement by both Buyer and Seller, Buyer agrees to deposit in escrow
the sum of $250,000.00 as an earnest money deposit ("Earnest Money Deposit"). An
amount equal to $50,000.00 of the Earnest Money Deposit shall be deemed non-
refundable to Buyer, but applicable to the Purchase Price, immediately upon deposit in
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escrow by Buyer ("Non-Refundable Earnest Money"), and in the event this Agreement
is terminated for any reason whatsoever other than due to Seller's default as provided in
Section 11.2, the Non-Refundable Earnest Money shall be immediately released to Seller
in recognition of and as compensation to Seller for its expenses related to the transaction
contemplated by this Agreement. The remaining portion of the Earnest Money Deposit,
excluding the Non-Refundable Deposit, shall be subject to the terms of this Agreement.
(b) Cash Payment at Closing. On or before the Closing, Buyer agrees to
deposit in escrow the balance of the Purchase Price.
(c) Manner of Payment. All payments that Buyer is required to make under
this Article 2 shall be made by cashier's check payable to Escrow Agent or by wire
transfer of ready funds to the account of Escrow Agent. Escrow Agent is instructed to
deposit all such payments in a federally-insured money market or other similar account,
subject to immediate withdrawal, at a bank or savings and loan institution located in
Phoenix, Arizona.
2.3 Earnest Money Provisions.
(a) Interest. Interest earned on the Earnest Money Deposit shall be retained in
the escrow until the Closing, at which time such interest shall be credited to the Purchase
Price;provided, however, that if this Agreement is terminated, the interest shall be paid
to the party entitled to receive the Earnest Money Deposit.
(b) Diposition of Earnest Money Deposit.
(i) If the escrow closes, the Earnest Money Deposit in escrow,
together with any interest earned on the Earnest Money Deposit shall be credited
against the Purchase Price.
(ii) If the Agreement is terminated and pursuant to the terms of this
Agreement Seller becomes entitled to receive and retain all or a portion of the
Earnest Money Deposit, Escrow Agent shall immediately pay to Seller the entire
Earnest Money Deposit or the Non-Refundable Deposit, as applicable, together
with any interest earned on the portion of the Earnest Money Deposit released to
Seller.
(iii) If the Agreement is terminated and pursuant to the terms of this
Agreement, Buyer becomes entitled to a return of all or a portion of the Earnest
Money Deposit, Escrow Agent shall immediately refund to Buyer such amount,
together with any interest earned on such amount.
2.4 Disbursements. At Closing, all amounts paid by Buyer on account of the
Purchase Price, less any closing costs and brokerage commissions payable by Seller, shall be
disbursed to Seller.
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ARTICLE 3
ESCROW
3.1 Establishment of Escrow; Escrow Instructions. Immediately upon execution of
this Agreement by both parties, Seller will deliver a fully executed copy of this Agreement to
Escrow Agent. An escrow for this transaction shall be established with Escrow Agent, and
Escrow Agent is engaged to administer the escrow. This Agreement constitutes escrow
instructions to Escrow Agent. Should Escrow Agent require the execution of its standard form
printed escrow instructions, Buyer and Seller agree to execute same; however, such instructions
shall be construed as applying only to Escrow Agent's engagement, and if there are conflicts
between the terms of this Agreement and the terms of the printed escrow instructions, the terms
of this Agreement shall control.
3.2 Acceptance; Escrow Agent Not a Party. By accepting this escrow, Escrow Agent
agrees be bound by the terms of this Agreement as they relate to the duties of Escrow Agent.
However, such agreement does not constitute Escrow Agent as a party to this Agreement and no
consent or approval from Escrow Agent shall be required to amend, extend, supplement,
terminate or otherwise modify this Agreement except to the extent any such action increases the
duties of Escrow Agent or exposes Escrow Agent to increased liability, in which such action
shall not be binding on Escrow Agent unless Escrow Agent has consented to the same in writing.
3.3 Termination Charges. If the escrow fails to close because of Seller's default,
Seller shall be liable for all customary escrow termination charges. If the escrow fails to close
because of Buyer's default, Buyer shall he liable for all customary escrow teiniination charges.
If the escrow fails to close for any other reason, Seller and Buyer shall each be liable for one-half
of all customary escrow termination charges.
3.4 IRS Reporting. Escrow Agent agrees to be the designated "reporting person"
under §6045(e) of the U.S. Internal Revenue Code of 1986 as amended (the "Code") with
respect to the real estate transaction described in this Agreement and to prepare, file and deliver
such information, returns and statements as the U.S. Treasury Department may require by
regulations or forms in connection with such requirements, including Form 1099-B.
3.5 Insured Closing Letter. If Escrow Agent does not issue its own title insurance
policies, but acts as an agent for an underwriter, as a condition to Escrow Agent acting as such,
Escrow Agent shall cause its underwriter to issue to the parties a closing protection letter or
insured closing service in written form satisfactory to Seller and Buyer, within five (5) days
following the Opening Date.
ARTICLE 4
INFORMATION TO BE PROVIDED TO BUYER
4.1 Information and Other Items to Be Provided to Buyer. Within the time periods
set forth below, Seller or Escrow Agent, as the case may be, will provide Buyer with the
following (the "Due Diligence Materials"):
(a) Title Report. Buyer hereby acknowledges receipt of the Commitment for
Title Insurance No. 22002164-022-LB1 dated September 18, 2015 issued by Escrow
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Agent (the "Title Report") which shows the status of title to the Properly as of the date
of the Title Report and is accompanied by legible copies of all documents referred to in
the Title Report.
(b) Existing Information. Within one (1) Business Day following the
Opening Date, Seller will provide Buyer with currently relevant documentation and
information relating to the Property to the extent in Seller's possession, custody or
control (the "Property Materials"); provided, however, that Seller shall have no
obligation to provide any zoning and entitlement documents currently on file with the
City of Glendale (the "City") or any documents which would be disclosed in the Title
Report or would otherwise be reflected in the public records. The Property Materials to
be delivered by Seller include the following:
(i) a copy of the Amended and Restated Farm Lease between Seller
and C.C. Pendergast & Co. L.L.C., as Lessee, relating to the Property (the
"Lease"), along with land use application and abstract documentation related to
the Lease;
(ii) a copy of the most recent survey of a portion of or all of the
Property;
(iii) a copy of the Certificate of Grandfathered Groundwater Right with
respect to the Property, along with the most recent water usage reports filed with
the Arizona Department of Water Resources;
(iv) a copy of the most recent Report of Farm Commodities filed with
the United States Department of Agriculture Farm Service Agency; and
(v) any environmental reports, data or analyses prepared,
commissioned or received by Seller related to the conditions of the Property.
4.2 Survey. Prior to expiration of the Due Diligence Period, Buyer, at its sole cost
and expense, shall obtain a current ALTA survey of the Property sufficient for issuance of the
Title Policy described in Section 6.5 (the "Survey"). The Survey shall be certified to Buyer,
Seller and Escrow Agent. Buyer shall promptly provide Seller and Escrow Agent with a copy of
the Survey after its receipt by Buyer.
4.3 Right to Enter and Inspect the Property. During the period from the date of
execution of this Agreement by Buyer and Seller until the earlier of the Closing or termination of
this Agreement, and subject to the provisions of this Section 4.3, Seller grants Buyer the non-
exclusive right and license for Buyer's duly authorized employees, agents, consultants and
independent contractors (collectively, "Representatives") to enter upon the Property for the
purposes conducting tests, inspections, studies, surveys and other investigations relating to the
Property, including, but not limited to environmental site assessments, civil engineering,
geotechnical studies, preliminary soils investigations, sampling activities and surveys. However,
Buyer may not enter the Property without giving one of Seller's managers, Bonnie Pendergast or
Carolyn Pendergast, advance written notice by telephone or e-mail at least one (1) Business Day
prior to any entry of the nature/purpose of the entry, the identity of the Representative(s) and the
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general time periods during which such Representative(s) will be on the Property. Seller shall
have the right to have a representative present for all such activities, and Buyer, in making such
entry and conducting such tests, studies, and analyses, shall not interfere with the use of the
Property by Seller or damage the Property. Buyer agrees to repair any damage arising directly
from such entry or the performance of any tests, studies and analyses by Buyer's Representatives
and further agrees to indemnify, defend, and hold harmless Seller and its Related Parties (the
"Indemnitees") for, from, and against any and all Claims arising out of Buyer's exercise of the
rights granted by this Section 4.3, including, without limitation, any Claims relating to
mechanics' or materialmen's liens; provided, however, that the foregoing indemnity shall not
apply to the extent any such Claim is caused by any unlawful existing conditions of the Property
or any grossly negligent acts or omissions or willful misconduct of the Indemnitees. Buyer
agrees, at its expense, to promptly refill holes dug and otherwise to repair any damage to the
Property as a result of its activities pursuant to this Section 4.3. The provisions of this Section
4.3 shall survive the termination of this Agreement and be subject to Section 12.14.
ARTICLE 5
CONDITIONS TO CLOSING
5.1 Conditions to Buyer's Obli'ation to.Close. Buyer's obligations to close this
transaction are subject to the satisfaction of the following conditions on and as of the Closing,
unless an earlier date is specified:
(a) Title & Survey Review. Buyer is satisfied with the status of title to the
Property as disclosed by the Title Report and the Survey, if any. In that regard:
(i) Buyer shall have until November 3, 2015 (the "Review Period")
in which to review and to give Seller and Escrow Agent written notice of any title
exception or matter which is unacceptable to Buyer, in Buyer's reasonable
judgment (each such matter or exception, a "Disapproved Matter"). If Buyer
does not object to an exception to title as disclosed by the Title Report or Survey
within the Review Period, such matter or exception shall be deemed to have been
approved by Buyer.
(ii) If Buyer gives timely notice of any Disapproved Matters, Seller
may elect, by delivering written notice of such election ("Seller's Response") to
Buyer and Escrow Agent within five (5) days following Seller's receipt of notice
of such Disapproved Matters, to eliminat&the Disapproved Matters or to obtain
title insurance endorsements satisfactory to Buyer against such Disapproved
Matters, it being understood and agreed, however, that Seller shall have no duty
whatsoever to eliminate or secure a title endorsement against any such
Disapproved Matters.
(iii) If Seller fails to deliver Seller's Response within the time period
set forth above, or if Seller elects or is deemed to have elected not to eliminate all
of the Disapproved Matters or obtain title insurance endorsements against such
Disapproved Matters, then Buyer must elect on or before the expiration of the
Due Diligence Period, as Buyer's sole and exclusive remedy, to either (A)
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terminate this Agreement by delivering written notice of such election to Seller
and Escrow Agent and upon such termination Buyer shall receive the return of the
Earnest Money Deposit less the Non-Refundable Deposit, or (B) waive its
objections to the Disapproved Matters and proceed to close with such
Disapproved Matters thus being conclusively deemed to have been approved by
Buyer. In the event that Buyer fails to make such election by the end of the Due
Diligence Period, then Buyer shall be deemed to have elected to waive its
objections to the Disapproved Matters in accordance with the preceding clause
(B).
(iv) Notwithstanding anything in this Agreement to the contrary,title to
the Property shall be delivered to Buyer at the Closing free and clear of all
monetary liens and encumbrances voluntarily placed on the Property by Seller or
Seller's predecessors-in-title and such monetary liens and encumbrances shall be
released from the Property by Seller at Seller's sole expense on or before the
Closing. All such liens and encumbrances are disapproved for the purposes of
this Section 5.1(a), and Buyer need not give any further notice of disapproval as
to those items.
(v) The matters shown in the Title Report (other than standard printed
exceptions and exclusions that will be included in the Title Policy) that are
approved or deemed approved by Buyer in accordance with this Section 5.1(a)
and any other matters approved by Buyer in writing, are referred to in this
Agreement as the"Approved Title Exceptions."
(b) Buyer's Investigations. Buyer is satisfied with Buyer's investigations and
inspections with respect to the Property and this transaction. In that regard, for a period
commencing on the Opening Date and ending at 5:00 p.m. (local Arizona time) on the
twentieth (20th) Business Day following the Opening Date (the "Due Diligence
Period"), Buyer will have the absolute right to terminate this Agreement for any reason
whatsoever, in Buyer's sole and absolute discretion. However, until Buyer terminates,
Buyer will proceed in good faith with Buyer's preliminary investigatory steps with
respect to this transaction. Unless Buyer gives written notice of termination prior to the
expiration of the Due Diligence Period, then Buyer will be deemed to have elected not to
terminate and to have waived its right to terminate pursuant to this provision.
(c) Contingent Property Closing. The conditions to closing Escrow No.
22002142 with respect to the CCP #2 Property shall be satisfied pursuant to the terms of
the CCP #2 Agreement and the closing of Escrow No. 22002142 and conveyance of the
CCP #2 Property to Buyer shall occur simultaneously with the closing of the transaction
contemplated by this Agreement, unless such closing has not occurred due to a Buyer
default under the CCP#2 Agreement.
(d) Escrow Agent Prepared to Close and Issue Title Policy. Escrow Agent is
prepared to close the transactions contemplated by this Agreement and Title Insurer is
unconditionally prepared to issue the Title Policy in the form required by this Agreement.
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(e) Full Compliance. Seller has fully performed all of its obligations under
this Agreement to be performed by Seller on or before Closing.
If any of the foregoing conditions is not fulfilled on or before the date by which such
contingency is to have been satisfied and such condition has not otherwise been waived by Buyer
in writing, Buyer may, in addition to any right or remedy otherwise available to Buyer, by
written notice to Seller given on or before the date specified or,prior to Closing, if an earlier date
is not specified, terminate this Agreement. Upon such termination, Buyer shall be entitled to a
return of the Earnest Money Deposit less the Non-Refundable Earnest Money, which shall be
paid to Seller. Notwithstanding the foregoing, if Buyer's termination is due to a Seller default,
Buyer shall be entitled to its remedies under Section 11.2.
5.2 Conditions to Seller's Obliation to Close. Seller's obligation to close this
transaction is subject to the satisfaction of the following conditions on and as of the Closing,
unless an earlier date is specified:
(a) Contingent Property Closing. The conditions to closing Escrow No.
22002142 with respect to the CCP #2 Property shall be satisfied pursuant to the terms of
the CCP #2 Agreement and the closing of Escrow No. 22002142 and conveyance of the
CCP #2 Property shall occur simultaneously with the closing of the transaction
contemplated by this Agreement, unless such closing has not occurred due to a Seller
default under the CCP#2 Agreement.
(b) Escrow Agent Prepared to Close and Issue Title Policy. Escrow Agent
shall be prepared to close the transactions contemplated by this Agreement.
(c) Full Compliance. Buyer has fully performed all of its obligations under
this Agreement to be performed by Buyer on or before Closing.
If any of the foregoing conditions is not fulfilled on or before the date by which such
contingency is to have been satisfied and such condition has not otherwise been waived by Seller
in writing, Seller may, in addition to any right or remedy otherwise available to Seller, by written
notice to Buyer, terminate this Agreement. Upon such termination, Seller shall be entitled to
receive the Earnest Money Deposit.
ARTICLE 6
CLOSING
6.1 Time of Closing. The Closing of this transaction and escrow (referred to in this
Agreement as the "Closing") shall occur on or before November 16, 2015 (the actual date of
Closing being the"Closing Date"),in the offices of Escrow Agent.
6.2 Closing Statements. Prior to Closing, Escrow Agent will prepare a consolidated
closing settlement statement for Seller and Buyer, reflecting the various charges, prorations and
credits applicable to each party, as provided in this Agreement, and provide each party with a
copy of the closing settlement statement. Prior to Closing, each party shall have the right to
review and approve the closing settlement statement to insure that such settlement statement
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conforms to the terms of this Agreement. The settlement statement, as approved by each party,
is referred to in this Agreement as the "Closing Settlement Statement".
6.3 Seller's Closing.Documents. On or before the Closing, Seller shall deposit into
escrow the following documents for delivery to Buyer at the Closing, each of which shall have
been duly executed and, where appropriate, acknowledged:
(a) A special warranty deed (the "Deed") in the form attached hereto as
Exhibit B conveying the Property to Buyer, subject to current taxes and assessments,
reservations in patents, all easements, rights-of-way, encumbrances, liens, covenants,
conditions, restrictions, obligations and liabilities as may appear of record and all matters
which an accurate survey of the Property or a physical inspection of the Property would
disclose. Water rights, if any, shall be excluded from the coverage of the Deed warranties
and shall be transferred by quitclaim only;
(b) An affidavit of value as required by law;
(c) A certification to Buyer and Escrow Agent, signed and acknowledged by
Seller under penalties of perjury, certifying that Seller is not a nonresident alien, foreign
corporation, foreign partnership, foreign trust, foreign estate, or other foreign person
within the meaning of Section 1445 and 7701 of the Code and the related Treasury
Regulations;
(d) Evidence of termination of the Lease on or before Closing;
(e) Any water rights conveyance and notification documents required by the
Arizona Department of Water Resources; and
(f) Such other documents as may be necessary or appropriate to transfer and
convey all of the Property to Buyer and to otherwise consummate this transaction in
accordance with the terms of this Agreement.
6.4 Buyer's Closing Documents. On or before the Closing, Buyer shall deposit into
escrow the following documents for delivery to Seller at the Closing, each of which shall have
been duly executed and, where appropriate, acknowledged:
(a) An affidavit of value as required by law; and
(b) Such other documents as may be necessary or appropriate to consummate
this transaction in accordance with the terms of this Agreement.
6.5 Title Policy. Promptly following the Closing, Seller shall provide Buyer with an
ALTA extended owner's policy of title insurance issued by Fidelity National Title Insurance
Company (the "Title Insurer") in the full amount of the Purchase Price, effective as of the
Closing, insuring Buyer that fee simple title to the Property is vested in Buyer, subject only to
the usual printed exceptions and exclusions contained in such title insurance policies and to the
Approved Title Exceptions. At Closing, Seller shall pay the portion of the premium for the
extended coverage owner's policy equal to the premium for a standard owner's title insurance
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policy in the amount of the Purchase Price. Buyer shall pay the difference between the premium
for the extended coverage policy and the premium for a standard coverage policy. Buyer shall
pay the cost of any special endorsements to the title policy requested by Buyer. In no event shall
the Closing be conditional upon or extended because of Buyer's election to obtain such special
endorsements.
6.6 Closing Costs and Prorations.
(a) Escrow Charges. Upon the Closing, Seller and Buyer each agree to pay
one-half of the escrow charges.
(b) Recording and Filing Fees. Fees for recording the Deed will be paid by
Seller. All other recording fees, if any, will be paid by Buyer. Buyer shall file and pay
any fees payable to the Arizona Department of Water Resources related to filing water
rights conveyance and notification documents.
(c) Prorations. Any real property taxes and assessments applicable to the
Property shall be prorated as of the Closing on the Closing Settlement Statement such
that Seller is responsible for taxes and assessments accruing during 2015 prior to the
Closing Date and Buyer is responsible for taxes and assessments accruing, if applicable,
from and after the Closing Date. Seller shall be responsible for payment of all real
property tax and assessment statements, if applicable, due prior to Closing and Buyer
shall be responsible for payment of all real property tax and assessment statements due
following Closing. If the tax statement for 2015 is subsequently reduced after Closing,
Buyer shall be obligated to reimburse Seller for the pro rata share of the reduction
applicable to the period prior to Closing. Buyer hereby authorizes Seller, at no cost or
other liability to Buyer, to pursue any action deemed appropriate or necessary by Seller in
its sole discretion related to seeking a reduction of the 2015 tax bill. The provisions of
this Section 6.6(c) shall survive the Closing.
(d) Miscellaneous Closing Costs. Any other closing costs not provided for
above or elsewhere in this Agreement shall be paid by Buyer and Seller according to the
usual and customary practice in Maricopa County, Arizona.
(e) Method of Payment. All closing costs and commissions payable by Seller
shall be deducted from Seller's proceeds at the Closing. On or before the Closing, Buyer
shall deposit with Escrow Agent cash in an amount sufficient to pay all closing costs
payable by Buyer.
6.7 Pa ments and Disbursements to Be Handled throu h the Escrow. The various
charges, credits and prorations contemplated by this Agreement will be handled by Escrow
Agent through the escrow by appropriate charges and credits to Buyer and Seller and will be
reflected in the Closing Settlement Statement. All amounts payable pursuant to this Agreement
will be paid to Escrow Agent for disposition through the escrow. Escrow Agent is authorized to
make all disbursements to the parties and to third parties contemplated by this Agreement from
funds deposited for those purposes, as necessary or appropriate to close this transaction and as
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set forth in the Closing Settlement Statement. Escrow Agent shall also record the Deed in the
Maricopa County Recorder's records on the Closing Date.
ARTICLE 7
POST-CLOSING RIGHTS, OBLIGATIONS& RESTRICTIONS
7.1 Restriction on Future Transfer. The parties acknowledge that the purchase and
sale of the Property and the CCP #2 Property as contemplated by this Agreement and the CCP#2
Agreement is being made under threat or imminence of condemnation due to Buyer's
requirement for use of the Property for municipal purposes. Buyer acknowledges that its
requirement for use of the property is a material inducement and component of Seller's
willingness to sell the Property to Buyer on the terms set forth in this Agreement. Buyer also
acknowledges that Seller is relying on Buyer's representations and would not necessarily sell the
Property to Buyer but for the use of the Property for municipal purposes and the threat or
imminence of condemnation of the Property. In consideration of the foregoing, Buyer hereby
agrees that if Buyer or any entity wholly owned by Buyer sells, conveys or transfers (a
"Transfer") any portion of the Property (the "Subject Property") to any third party other than
an entity wholly owned by Buyer at any time within two (2) years after the Closing (the
"Holding Period"), Seller shall be entitled to a 50% share of any Profit (as defined herein)
obtained or received directly or indirectly by Buyer or any entity wholly owned by Buyer as a
result of the Transfer of the Subject Property. For purposes of this Section 7.1 "Profit" shall
mean any amount which exceeds the pro rata Purchase Price allocated to the Subject Property,
and such amount shall be calculated by determining the square footage of the Subject Property
conveyed or transferred divided by the total square footage of the Property. Buyer shall pay
Seller any amount due pursuant to this Section 7.1 within five (5) Business Days following such
Transfer. The provisions of this Section 7.1 shall survive the Closing and be subject to
Section 12.14. Notwithstanding anything in this Agreement to the contrary, Buyer's obligation
to pay any amount due pursuant to this Section 7.1 shall remain a personal obligation of Buyer
regardless of whether such Profit is received directly or indirectly by Buyer.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1 Seller's Representations.
(a) Nature of Seller's Representations. Each of the representations and
warranties of Seller contained in this Section 8.1 constitutes a material part of the
consideration to Buyer and Buyer is relying on the correctness and completeness of these
representations and warranties in entering into this transaction. Each of the
representations and warranties is true and accurate as of the date of execution of this
Agreement by Seller, will be true and accurate as of the Closing and shall survive the
Closing, for a period of six (6)months.
(b) Representations and Warranties as to Seller and the Transaction. Seller
represents and warrants to Buyer as follows:
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(i) Organizational Status. Seller is a limited liability company duly
organized and validly existing under the laws of the State of Arizona, is qualified
to do business in the State of Arizona, and has full power and authority to enter
into and to perform its obligations under this Agreement. The persons executing
this Agreement on behalf of Seller have full power and authority 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 by this
Agreement.
(ii) Entity Action. All entity action on the part of Seller which is
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
has been duly and effectively taken.
(iii) Enforceable Nature of Agreement. This Agreement and each of
the documents and agreements to be delivered by Seller at the Closing, constitute
legal, valid and binding obligations of Seller, enforceable against Seller in
accordance with their respective terms.
(c) Representations and Warranties Relating to the Property. Seller represents
and warrants to Buyer that,except as disclosed in the Due Diligence Materials:
(i) Litigation. No litigation has been served on Seller and is pending
with respect to any matter affecting the Property nor, to Seller's current actual
knowledge, is any proposed, threatened or anticipated with respect to the
Property.
(ii) Environmental Matters. To the actual knowledge of Seller: The
Property is free from hazardous substances, pollutants or contaminants and is not
now in violation of any Environmental Law as herein defined. Seller has not
caused or allowed the use, generation, manufacture, production, treatment,
storage, release, discharge, or disposal of any hazardous substances, pollutant or
contaminant on, under, or about the Property, and has not undertaken, caused or
allowed the operation or conduct of any activity, including the transportation to or
from the Property of any hazardous substance, pollutant or contaminant except for
the past use of agricultural chemicals in connection with Seller's prior farming
and/or dairy operations and the operation and maintenance of an above-ground
petroleum storage tank on the Property. Seller has received no warning, notice of
violation, administrative complaint, judicial complaint, or other formal or
informal notice alleging that conditions on the Property are or have been in
violation of any Environmental Law, or informing Seller that the Property is
subject to investigation or inquiry regarding the presence of hazardous substances,
pollutants or contaminants on or about the Property.
As used in this Agreement: (1) "Environmental Law" means any federal, state
or local law, statute, ordinance, or regulation pertaining to health, welfare,
industrial hygiene, or environmental conditions, including, without limitation, the
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2:6)0726
Comprehensive Environmental Response, Compensation and Liability Act of
1980 ("CERCLA"), 42 U.S.C. Sections 9601, et seq., as amended; the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., as
amended; the Toxic Substances Control Act of 1976, 15 U.S.C. Sections 2601, et
seq., as amended;, the Clean Water Act 33 U.S.C. Section 1251, et seq., as
amended; the Clean Air Act, 42 U.S.C. Section 7401 et seq., as amended; and the
Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.,
as amended; and(2) "hazardous substance," "pollutant"and "contaminant"shall
have the same meaning as those terms have in CERCLA but may also include
petroleum products and any element, compound, mixture, solution, material,
waste, substance, pollutant, or contaminant which may or could pose a risk of
injury or threat to human health,welfare or the environment.
(iii) Seller's Knowledge. For purposes of this Agreement, the term
"actual knowledge" of Seller shall mean and be limited to the actual (as
distinguished from an implied, imputed or constructive) knowledge of Carolyn
Pendergast and Bonnie Pendergast, Managers of Seller, and without any
attribution of knowledge to any such individuals of facts or information otherwise
within the personal knowledge of any other persons, and without investigation or
inquiry or the duty to independently investigate.
8.2 Buyer's Representations.
(a) Nature of Bu er's Re•resentations. Each of the representations and
warranties of Buyer contained in this Section 8.2 constitutes a material part of the
consideration to Seller and Seller is relying on the correctness and completeness of these
representations and warranties in entering into this transaction. Each of the
representations and warranties is true and accurate as of the date of execution of this
Agreement by Buyer, will be true and accurate as of the Closing, and shall survive the
Closing, for a period of six (6)months.
(b) Re+resentations and Warranties as to Buyer and the Transaction. Buyer
represents and warrants to Seller as follows:
(i) Organizational Status. Buyer is a municipal corporation duly
organized, validly existing and in good standing under the laws of the State of
Arizona, and has full power and authority to enter into and to perform its
obligations under this Agreement. The persons executing this Agreement on
behalf of Buyer have full power and authority 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 by this Agreement.
(ii) Entity Action. All entity action on the part of Buyer and its
constituents 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 duly and effectively taken.
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(iii) Enforceable Nature of Agreement. This Agreement and each of
the documents and agreements to be delivered by Buyer at the Closing constitute
legal, valid and binding obligations of Buyer, enforceable against Buyer in
accordance with their respective tent's.
8.3 Release; As Is Nature of Transaction. Except for Seller's express
warranties and representations set forth elsewhere in this Agreement or in any
closing documents delivered by Seller:
(a) Release & Waiver. Buyer hereby releases Seller and Seller's Related
Parties from any all responsibility and liability under any Environmental Law regarding
the Property and expressly waives any and all objections to, complaints about, or Claims
regarding the Property and its physical characteristics and existing conditions, including,
without limitation, objections to, complaints about, or Claims regarding the development
potential of the Property; the condition, valuation or utility of the Property, or its
suitability for any purpose whatsoever; title and survey matters with respect to the
Property; and any responsibility or liability with respect to subsurface soil and water
conditions, solid and hazardous waste, hazardous substance, pollutant or contaminant as
herein defined under or adjacent to the Property. Buyer further assumes the risk of
changes in Environmental Law relating to past, present and future environmental
conditions on the Property and, except as arising from the express warranties and
representations of Seller, the risk that adverse physical characteristics and conditions,
including, without limitation, the presence of hazardous substances, pollutants or
contaminants, may not have been revealed by its investigations.
(b) AS IS. Buyer has not relied on any warranties, promises, understandings
or representations, express or implied, oral or written, of Seller or any of Seller's Related
Parties, relating to the Property or any other aspect of the transactions contemplated by
this Agreement and that Buyer is acquiring the Property in its present condition and state
of repair, "AS IS" and "WHERE IS", with all defects and liabilities, latent or apparent.
No later than expiration of the Due Diligence Period, Buyer will have inspected and
investigated all aspects of the Property as Buyer deems necessary or appropriate to
Buyer's complete satisfaction and will have observed the physical characteristics and
existing conditions of the Property, the operations on the Property and on adjacent areas.
(c) Information Provided by Seller. Buyer acknowledges that any information
of any type which Buyer has received or may receive from Seller or Seller's agents is
furnished on the express condition that Buyer shall make an independent verification of
the accuracy of such information, all such information being furnished without any
representation or warranty whatsoever.
(d) Acknowledgments. Buyer agrees that the matters waived and released
pursuant to this Section 8.3 are not limited to matters which are known or disclosed. In
this connection, Buyer acknowledges that factual matters now unknown to it may have
given or may hereafter give rise to causes of action, claims, demands, controversies,
damages, costs, losses or expenses which are presently unknown, unanticipated and
unsuspected, and Buyer further acknowledges that the waiver and release contained in
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this Section 8.3 has been negotiated and agreed upon in light of the foregoing. Buyer
expressly waives any provision of statutory or decisional law to the effect that a general
release does not extend to claims which the releasing party does not know or suspect to
exist in such party's favor at the time of executing the release, which, if known by such
party, would have materially affected such party's settlement with the released parties.
The provisions of this Section 8.3 shall survive the Closing.
ARTICLE 9
ADDITIONAL COVENANTS
9.1 PossessionLIZisk of Loss. Possession of the Property shall be delivered to Buyer
upon the Closing. In the case of loss or damage to the Property prior to the Closing, Buyer shall
proceed with the Closing without abatement to the Purchase Price.
ARTICLE 10
BROKERAGE
10.1 Brokerage. Seller and Buyer warrant that neither party has dealt with any broker
in connection with this transaction other than Nate Nathan of Nathan & Associates, Inc. (the
"Broker"). If, but only if this transaction closes, Seller agrees to pay a brokerage fee or
commission arising in connection with this Agreement pursuant to a separate written agreement
between Broker and Seller. If any other person shall assert a claim to a finder's fee, brokerage
commission or other compensation on account of alleged employment as a finder or broker or
performance of services as a finder or broker in connection with this transaction, the party under
whom the finder or broker is claiming shall indemnify, defend, and hold harmless the other party
and such party's Related Parties for, from and against any and all Claims in connection with such
claim or any action or proceeding brought on such claim. The provisions of this Section 10.1
shall survive the Closing and be subject to Section 12.14.
ARTICLE 11
DEFAULTS AND REMEDIES
11.1 Defaults by Buyer.
(a) Buyer's Default. The occurrence of any of the following will constitute a
default by Buyer under this Agreement:
(i) If Buyer fails to deposit the Earnest Money Deposit required by
this Agreement or, by the time set for the Closing, Buyer has failed to pay the
balance of the Purchase Price into escrow, to deposit into escrow the documents
and other items to be deposited by Buyer in escrow by the time set for Closing, or
to perfoini any other obligation of Buyer to be performed by the time set for
Closing (all such obligations being referred to collectively as the "Buyer Closing
Obligations");
(ii) If Buyer makes an unauthorized assignment of this Agreement; or
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(iii) If Buyer fails to observe or perform any of the other covenants or
agreements contained in this Agreement or the CCP #2 Agreement to be observed
or performed by Buyer.
(b) Seller's Remedies.
(i) If Buyer is in default with respect to the Buyer Closing
Obligations, Seller may terminate this Agreement and the escrow, such
termination to be effective immediately upon Seller giving written notice of
termination to Buyer and Escrow Agent. Upon such termination, Seller shall be
entitled to receive the full amount of the Earnest Money Deposit.
(ii) If Buyer is in default with respect to any of its obligations under
this Agreement, other than the Buyer Closing Obligations, including any
indemnity obligation, or if Seller elects not to terminate this Agreement in the
event of a Buyer default with respect to the Buyer Closing Obligations, Seller
shall have all rights and remedies at law or in equity in connection with such
Buyer default, however, in no event shall Seller be entitled to incidental or
consequential damages.
11.2 Default by Seller.
(a) Seller's Default. The occurrence of any of the following will constitute a
default by Seller under this Agreement:
(i) If, by the time set for the Closing, Seller has failed to deposit into
escrow the documents and other items to be deposited by Seller in escrow by the
time set for Closing, or to perform any other obligation of Seller to be performed
by the time set for Closing (all such obligations being referred to collectively as
the"Seller Closing Obligations"); or
(ii) If Seller fails to observe or perform any of.the other covenants or
agreements contained in this Agreement or the CCP #2 Agreement to be observed
or performed by Seller.
(b) Buyer's Remedies.
(i) If Seller is in default with respect to the Seller Closing Obligations,
Buyer may, by written notice to Seller and Escrow Agent, (i) terminate this
Agreement effective as of the date Buyer gives the notice to Seller and Escrow
Agent electing to exercise such termination right and receive the full amount of
the Earnest Money Deposit, and (ii) pursue condemnation of the Property in the
Superior Court of the State of Arizona in and for the County of Maricopa;
provided that, if prior to such condemnation notice being given, Seller otherwise
cures the default, Buyer and Seller shall proceed to close the transaction within
five (5) days following such cure.
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(ii) If Seller is in default with respect to any of its obligations under
this Agreement, other than the Seller Closing Obligations, including any
indemnity obligation, Buyer shall have all rights and remedies at law or in equity
in connection with such Seller default, however, in no event shall Buyer be
entitled to incidental or consequential damages.
ARTICLE 12
GENERAL PROVISIONS
12.1 Certain Definitions. As used in this Agreement, certain capitalized terms are
defined as follows:
(a) `Business Day"means any calendar day except a Saturday, Sunday or day
when government offices of the State of Arizona or Maricopa County or the offices of
Escrow Agent are closed for business.
(b) "Claims" means any and all obligations, debts, covenants, conditions,
representations, costs, and liabilities and any and all demands, causes of action, and
claims, of every type, kind, nature or character, direct or indirect, known or unknown,
absolute or contingent, determined or speculative, at law, in equity or otherwise,
including attorneys' fees and litigation and court costs.
(c) "Related Parties" means, with respect to any person or entity, the
officers, directors, shareholders, partners, members, employees, agents, City Council
members (if applicable), attorneys, successors, personal representatives, heirs, executors,
or assigns of any such person or entity.
12,2 Assignment. Buyer shall not assign or otherwise transfer any of its rights under
this Agreement under any circumstance without the prior written consent of Seller which may be
given or withheld in Seller's sole discretion. Any such assignment or transfer without Seller's
consent shall be absolutely null and void and shall constitute a default by Buyer under this
Agreement.
12.3 Binding Effect. Except as limited by the provisions of Section 12.2, the
provisions of this Agreement are binding upon and shall inure to the benefit of the parties and
their respective heirs,personal representatives, successors and assigns.
12.4 Attorneys' Fees. If either party brings any action or proceeding arising out of or
in connection with this Agreement, the prevailing party shall be entitled to collect its reasonable
attorneys' fees and its court costs, including, but not limited to, attorneys' fees on appeal and
attorneys' fees incurred in any post-judgment proceedings to collect or enforce the judgment.
The provisions of this Section 12.4 shall survive the Closing and be subject to Section 12.14.
12.5 Waivers. No waiver of any of the provisions of this Agreement shall constitute a
waiver of any other provision, whether or not similar, nor shall any waiver be a continuing
waiver. Except as expressly provided in this Agreement, no waiver shall be binding unless
executed in writing by the party making the waiver. Either party may waive any provision of
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this Agreement intended for its benefit;provided, however, such waiver shall in no way excuse
the other party from the performance of any of its other obligations under this Agreement.
12.6 Notices. All notices shall be in writing and shall be made by hand delivery,
express delivery service, freight prepaid, or by certified mail, postage prepaid, return receipt
requested. Notices will be delivered or addressed to Seller and Buyer and their respective
attorneys at the addresses or e-mail addresses set forth on the first page of this Agreement or at
such other address or number as a party may designate to the other party in writing. Any such
notice shall be deemed to be given and received and shall be effective (a) on the date on which
the notice is delivered, if notice is given by hand delivery; (b) on the date of actual receipt, if the
notice is sent by express delivery service; and (c) on the date on which it is received or rejected
as reflected by a receipt if given by United States mail, addressed and sent as aforesaid.
12.7 Further Documentation. Each party 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.
12.8 Counterparts. This Agreement may be executed in counterparts(and by different
parties to this Agreement in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by electronic means or by telecopy to the other
party shall be effective as delivery of a manually executed counterpart of this Agreement.
12.9 Survival. The following obligations of the parties will survive the Closing or
termination of this Agreement, whether contained in this Agreement or in any agreement,
instrument, or other document given by a party in connection with the transactions contemplated
by this Agreement:
(a) Indemnification Obligations. All indemnity obligations of the parties;
(b) Warranties. Any and all warranties or representations of the parties; and
(c) Other Obligations. Any other obligation with respect to which it is
expressly provided that it will survive the Closing or termination of this Agreement or
which by its terms requires performance by the party after the Closing.
12.10 Construction. Unless the context of this Agreement clearly requires otherwise or
unless otherwise expressly stated in this Agreement, this Agreement shall be construed in
accordance with the following:
(a) Use of Certain Words. References to the plural include the singular and to
the singular include the plural and references to any gender include any other gender.
The part includes the whole; the terms "include" and"including" are not limiting; and the
term "or" has, except where otherwise indicated, the inclusive meaning represented by
the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar
terms in this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement.
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(b) References. References in this Agreement to "Articles," "Sections," or
Exhibits are to the Articles and Sections of this Agreement and the Exhibits to this
Agreement. Any reference to this Agreement includes any and all amendments,
extensions, modifications, renewals, or supplements to this Agreement. The headings of
this Agreement are for purposes of reference only and shall not limit or define the
meaning of any provision of this Agreement.
(c) Construing the Agreement. All parties agree that the provisions of this
Agreement shall not be construed or interpreted for or against any party to this
Agreement based upon authorship or any other factor but shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of all parties to this Agreement.
(d) Partial Invalidity. If any portion of this Agreement is determined to be
unconstitutional, unenforceable or invalid, such portion of this Agreement shall be
stricken from and construed for all purposes not to constitute a part of this Agreement,
and the remaining portion of this Agreement shall remain in full force and effect and
shall, for all purposes,constitute the entire Agreement.
(e) Governing Law. This Agreement shall be construed according to the laws
of the State of Arizona, without giving effect to its conflict of laws principles.
(1) Time of Essence; Time Periods. Time is of the,essence of this Agreement.
The time for performance of any obligation or taking any action under this Agreement
shall be deemed to expire at five o'clock p.m. (local Phoenix time) on the last day of the
applicable time period provided for in this Agreement. If the time for the performance of
any obligation or taking any action under this Agreement expires on a day other than a
Business Day, the time for performance or taking such action shall be extended to the
next succeeding Business Day.
(g) Entire Agreement. This Agreement, which includes Exhibits A and B
constitutes the entire agreement between the parties pertaining to the subject matter
contained in this Agreement. 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 Buyer and Seller.
12.11 Termination of the CCP #2 Agreement. Notwithstanding any provision of this
Agreement to the contrary, if the CCP #2 Agreement is terminated by either Seller or Buyer for
any reason, this Agreement will automatically be terminated as of the effective date of the
termination of the CCP#2 Agreement.
12.12 Tax Deferred Exchange. If Seller desires to effectuate a tax-deferred exchange
under Section 1031 or Section 1033 of the Code,Buyer agrees to fully cooperate in the structure
and documentation of the transaction in order to facilitate such exchange at no cost or other
liability to Buyer and with no obligation to acquire title to any property other than the Property;
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provided, however, there shall be no resulting delay in the Closing. The provisions of this
Section 12.12 will survive the Closing.
12.13 Cancellation. Notice is hereby given that the provisions of Ariz. Rev. Stat.
§ 38-511 are applicable to this Agreement and are hereby incorporated herein as though set forth
in its entirety.
12.14 Budget Law. This Agreement is subject in all respects to the provisions of Ariz.
Const. Art. IX § 5, Ariz. Rev. Stat. 42-17106, and applicable Arizona common law.
12.15 Disclosure. Notwithstanding anything to the contrary contained in this
Agreement, either party may disclose this Agreement to any board, official, officer, party or
person as such party or its counsel may determine is necessary, including entry into any public
record and disclosure at any public meeting or hearing.
[SIGNATURES ON FOLLOWING PAGE]
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EXECUTED as of the date written on the first page of this Agreement.
SELLER:
CCP INVESTMENTS #3,LLC,
an Arizona limited liability company
By. ` .
Name: Bonnie Pendergast
Its: General Manager
By:
Name: Carolyn u endergast
Its: General Manager
[Purchase Agreement—Signature Page of Seller]
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BUYER:
CITY OF GLENDALE,ARIZONA,
an Arizona municipal corporation
A EST:
s
.,'. 1 ..40 _..rrrr.....! :_ By:
ER. Its: CITY MANAGE'
APPROVED AS TO FORM:
MIMI
GLE lityr E CITY ATP)) "-k -V
[Purchase Agreement—Signature Page of Buyer
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MARICOPA,STATE OF
ARIZONA,AND IS DESCRIBED AS FOLLOWS:
That portion of the Northeast quarter of Section 16, Township 2 North, Range l East of the Gila and Salt
River Base and Meridian,Maricopa County,Arizona,lying Northerly of a line described as follows`
Beginning at a point on the West line of the Northeast quarter of said Section 16 which is 5.00 feet Northerly
of and at right angles to the center line of an existing concrete-lined ditch as hereinafter described:
Thence Southeasterly along a line measured 5.00 feet Northerly of and at right angles to the center line of an
existing concrete-lined ditch,the center line of which said concrete-lined ditch is located 21 feet North of the
Southwest corner of the North half of the Northeast quarter of Section 16 and extends Southeasterly in a
generally straight line to a point 6 feet South and 69 feet West of the Southeast corner of the North half of the
Northeast quarter of Section 16;
Thence Easterly to a point on the East line of said Section 16,which is 1 foot South of the Southeast corner of
said North half of the Northeast quarter of Section 16;
Except any portion of the Grand Canal as shown on Book 181 of Maps,page 47,records of Maricopa County,
Arizona;and
Except that portion as conveyed to the City of Glendale in Deed recorded October 27,2005 in Recording No.
200501626085,records of Maricopa County,Arizona;and
Except all minerals,ores and metals of every kind and character and all coal,asphaltum,oil,gases,fertilizer,
fossils and other like substances of every name and description as reserved in the Patent to said land.
A-1
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EXHIBIT B
FORM OF SPECIAL WARRANTY DEED
When recorded,return to:
THE CITY OF GLENDALE, ARIZONA,
5850 West Glendale Avenue
Glendale, Arizona 85301
Attention: City Clerk
THIS DEED IS EXEMPT FROM
AFFIDAVIT OF PROPERTY VALUE
PURSUANT TO A.R.S. § 11-1134(A)(3)
SPECIAL WARRANTY DEED
AND
QUITCLAIM DEED
For the consideration of Ten Dollars ($10.00) and other valuable considerations,
CCP INVESTMENTS #3, LLC, an Arizona limited liability company ("Grantor"), hereby
conveys to THE CITY OF GLENDALE, ARIZONA, an Arizona municipal corporation
("Grantee"), the following real property situated in Maricopa County, Arizona, together with all
rights and privileges appurtenant thereto:
See Exhibit A, attached hereto and incorporated herein by this
reference(the"Property").
EXCEPT, excluding water, water rights, applications for water rights and claims
to or interests in water or applications for the same, which are appurtenant or in any way derived
from the Property.
SUBJECT to all taxes and other assessments, reservations in patents and all
easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations
and liabilities as may appear of record, and all matters which an accurate survey of the Property
or a physical inspection of the Property would disclose.
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 to the matters above set forth.
FURTHERMORE, Grantor hereby quitclaims to Grantee, without covenant or
warranty of any kind whatsoever, any rights or claims to title to water, applications for water
rights, and claims to or interests in water rights which are appurtenant or in any way applicable
to or derived from the Property whether surface, underground, wells, springs, percolating, flood,
vested, contingent, recorded, certificated,appropriated or otherwise.
B-1
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DATED this of ,,2015.
GRANTOR:
CCP INVESTMENTS #3, LLC,
an Arizona limited liability company
By:
Name: Bonnie Pendergast
Its: General Manager
By:
Name: Carolyn Pendergast
Its: General Manager
STATE OF ARIZONA
)ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this day of
2015, by Bonnie Pendergast, General Manager of CCP Investments
#3, an Arizona limited liability company, on behalf of the company.
Notary Public
My commission expires:
STATE OF ARIZONA )
)ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this day of
,,2015, by Carolyn Pendergast, General Manager of CCP Investments
#3, an Arizona limited liability company, on behalf of the company..
Notary Public
My commission expires:
B-2
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
[to be inserteol
B-3
22650726