HomeMy WebLinkAboutResolution 2015-045 Agreement with Reyher PartnershipMARANA RESOLUTION NO. 2015-045
RELATING TO REAL ESTATE; AUTHORIZING THE TOWN MANAGER To EXECUTE
AN "AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
INSTRUCTIONS" WITH REYHER PARTNERSHIP AND MARANA 348, L.P.; AND
APPROVING THE TRANSFER OF UP To $1,625 IN BUDGETED EXPENDITURE
AUTOIORITY FROM THE GENERAL FUND CONTINGENCY LINE ITEM To THE LAND
ACQUISITION LINE ITEM FOR FISCAL YEAR 2014 -2015 FOR ACQUISITION AND
EXPE RELATED To THE REYI IER PARTNERSHIP AND MARANA 348, L.P. LAND
ACQUISITION
WHEREAS the Town of Marana has the opportunity to acquire vacant lands in the
vicinity of the Marana Municipal Complex for a price the Town finds advantageous to the Town
and its citizens; and
WHEREAS on June 17, 2014, the Town Council adopted the fiscal year 20142015
budgetary document and overall financial plan which set the legal level of budgetary control at
the department level for the General Fund and at the fund level for all other funds; and
WHEREAS the fiscal year 2014 -2015 budget did not include f ending for acquisition of
land from Reyher Partnership and Marana 348, L.P.; and
WHEREAS the Town Council desires to transfer budgeted expenditure authority in the
fiscal year 2014 -2015 budget of up to $1 ,625,000 from the General Fund Contingency line item
to object 8005 Land Acquisition For acquisition and expenses related to the Reyher Partnership
and Marana 348, L.P. land acquisition; and
WHEREAS transferring; budgeted expenditure authority from the contingency fund of up
to $1,625,000 within fiscal year 2014.2015 will not significantly impact the General Fund; and
WHEREAS reallocations of budgeted expenditure authority between the contingency line
item in the General Fund to other line items are necessary from time to tinge; and
WHEREAS the Council finds that the land acquisition and budget reallocation addressed
by this resolution are in the best interest of the Town of Marana and its citizens.
Now, rI "HER EFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, AS FOLLOWS:
SECTION 1. The Town Manager is authorized to execute the "Agreement for Purchase
and Sale of Real Property and Escrow Instructions" with Reyher Partnership and Marana 348,
L.P., in substantially the form attached to this resolution as Exhibit A, for and on behalf of the
Town of Marana.
SECTION 2. The Town Council hereby approves the transfer of up to $1,625,000 in
budgeted expenditure authority from the General Fund's budgeted Contingency line item to
� 0004183 G. DOCw X 12 )
Marana Resolution No, 2015-045 45 511212015 9 AM F.1C
Object 5005 Land Ac for fiscal y ear 2014-2015 for ac and expenses related to
the Re Partnership and Marana. 348, L.P. land ac
SECTION 3. The Town's Mana and staff are hereb directed and authorized to
undertake all other and further tasks re or beneficial to carr out the terms, obli and
objectives of this resolution.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 19th da of Ma 2015.
Ma Ed. Honea
ATTEST: APPROVEeD AS X0 FORM:
F�A wwavdve g zin.-J,
I ri onson, Town Clerk
16 -
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Ca,s(giX Town Attoro
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�00041836.DOCX / 21
Marina Resolution No. 2015-045 -2- 5/12/2015 9:00 AM F.JC
AGREEMENT FOR PURCHASE ANI) SALE OF REAL PROPERTY
AND ESCROW INSTRUCTIONS
This A For Purchase and Sale of Real Propert and Escrow Instructions (the
"A is made and entered into b and between Re Partnership, an Arizona g eneral
partnership, and Marana 348, L.P., an Arizona limited partnership (collectivel the "Seller") and
the Town of Marana , an Arizona municipal corporation the "Purchaser"), this la of
ZIZ!�Y 2015 (the "'Effective Date"). The Seller and the Purchaser are sometimes referred to
herei collectivel as the "Parties" and individuall as a "Part
'"WHEREAS, Ike Partnership and Marana 348 collectivel own certain vacant land real
propert located in Marana, Arizona, more particulcarl described on Exhibit A which is attached
hereto and incorporated herein b this reference ( collectivel y referred to herein as the "Propert
WHEREAS, Seller desires to sell and Purchaser desires to purchase the Propert in
accordance with the terms and conditions as set forth in this A
NOW, THEREFORE in consideration of the premises and the mutual covenants contained
herein, the Parties hereto a as follows:
11 PURCHASE AND SALE,
Except as otherwise provided herein, Seller hereb a to sell and conve to Purchaser,
and Purchaser a to purchase and take from Seller, that certain Propert situated in Pima Count
Arizona, as more particularl described on Exhibit A, includin an ri title, and interest of Seller
in and to adjacent streets ri all collectivel referred to as the Propert in this A
2. PURCHASE PRICE,
The total purchase price for the Propert (the "Purchase Price") is One Million Six Hundred
Thousand and No/ 1 Dollars ($1,600,000.00), which shall be paid as set forth in Section 3 below.
3. PAYMENI'(W PURCHASE PRICE.,
The Purchase Price shall be pa at Closin of the sale of the Propert in the followin
manner:
a. Upon full and final execution of this A escrow shall be opened with the
Escrow A as defined below, b depositin a cop of the full executed A with Escrow
-4
A A surn of Five"Thousand and Noll 00 Dollars ($5,000.00) (the "Earnest Mone shall be
pa id b Purchaser in cash, certified funds, or b wire transfer, b depositin this sum to Escrow
al
A
b. The balance of the Purchase Price shall be paid b Purchaser in cash, certified funds,
or b wire transfer, b depositin this sum with Escrow A on or before the Closing.
46 :JOINT ESCROW INSTRUCTIONS,
Escrow Agent: is hereby appointed and designated to act as such and is authorized and
instructed to deliver, pursuant to the terms of this Agreement, such documents and monies deposited
with Escrow Agent as provided herein. The provisions of this Agreement shall constitute jo int
Escrow Instructions to the Escrow Agent; provided however, that the Parties shall execute such
additional instructions as requested by the Escrow Agent not inconsistent with the provisions hereof.
5. CLOSING DATE
The closing of this transaction (the "Closing ", "Closing Date" or "Close of Escrow's) shall
mean the date of which the General warranty Deed is recorded. The Closing shall occur at the office
ce
of Title Security Agency, Attn: Pamela Tighe ( "Escrow Agent "), located at I S. Church, Suite 2040,
Tucson, AZ 85701 or at such other place as may be agreed upon by the Seller and the Purchaser.
The Closing Date shall be five (5) days following the expiration of the Inspection Period, or as
mutually agreed by Seller and Purchaser, but in no event shall Closing occur later than June 22,
2015.
6. TITLE REVIEW, TITLE INSURANCE, AND FEASIBILITY PERIOM
a.
Title Review within five (5) days of the Effective Date, Seller shall cause to be
delivered to Purchaser a commitment for a standard owner's title insurance policy for the Property.
The Purchaser shall have ten (10) days from the delivery of the preliminary title commitment (the
"Title Review Period ") in which to review and to provide written objection to the Escrow Agent and
the Seller ( "Purchaser's Notice ") to the condition of title to the Property (the "Title Exceptions "). If
the Purchaser fails to notify the Seiler and the Escrow Agent in writing of the Purchaser's approval
or disapproval of the Title Exceptions within the Title Review Period, the Title Exceptions as shown
in the preliminary title commitment shall be deemed approved by the Purchaser. Ally Title
Exception objected to by Purchaser in Purchaser's Notice shall be an "Unpermitted Exception."
(i) If Purchaser gives notice of disapproval to Seller and Escrow Agent, oil or
before the Closing, Seller shall be required to cure the Unpermitted Exceptions by removing or
correcting any Unpermitted Exceptions or by causing the "Fitle Company to waive or con -.nit to
insure over the Unpermitted Exceptions. If Seller, after using commercially reasonable efforts, is
unable to cure any one or more of the Unpermitted Exceptions prior to the scheduled Closing Date,
the Purchaser at its sole discretion may exercise any of the following options:
(a) postpone the Closing for an additional period of time to be
determined by the parties to allow for the removal of the Unperi - nitted = Exceptions; or
(b) waive the removal of any such Unpermitted Exception as a
condition to Closing, in which event such Unpermitted Exception shall be deemed an additional
Permitted Exception hereunder.
(il) If the Title Coni.pany amends the Title Commitment to provide for exceptions
in addition to those approved b the Purchaser, the Purchaser shall have three (3) da after
Purchaser's receipt of an such amendment to with g ood and le copies all documents
referenced therein to g ive notice to Escrow A and the Seller whether it shall accept the additional
exceptions or elect to terminate this A unless such are cured to its reasonable satisfaction b
the Seller. The Closin Date shall be extended, if necessar to accommodate this procedure.
b. Title Policies. The Escrow A shall issue to Purchaser at Closin the Owner's
Polic ( or the Title Compan irrevocable commitment to issue such Owner's Title Polic within
thirt (30) da thereafter). The Owner's Polic shall be issued b the Title Compan in the full
amount of the Purchase Price, effective as of the Closin and shall insure the Purchaser that fee
simple title to the Propert is vested in the Purchaser subject onl to the "Permitted Exceptions",
which term is defined to mean onl such title matters as are approved and accepted b the Purchaser
in accordance with the provisions of Section 6(a). Seller shall pa the full cost of a Standard
Owner's Polic an additional char arisin out of the title polic shall be paid b Bu
C. Inspection Period. Purchaser shall have until June 17, 2015 to 'Inspect or investi
to Purchaser's sole and absolute satisfaction the Propert ( the "Inspection Period"). Durin the
Inspection Period, at Purchaser's expense, Purchaser ma cause to be prepared or performed an
appraisal and environmental reports and studies and an other reports, surve or studies which are
deemed necessar b Purchaser in order to perform its due dili investi and anal of the
Propert Prior to the expiration of the Inspection Period, Purchaser shall notif Seller if Purchaser
determines, in its sole discretion, to terminate this A Should Purchaser terminate the
A in accordance with this Section 6 Purchaser shall be entitled to the return of its
Earnest Mone
7. RE-.PRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
a. Seller's Representations and Warranties. The Seller represents and warrants, as
of the date hereof, as follows:
(i) Seller is the owner of the Propert and Seller shall conve title to the Propert
to the Purchaser at Closin b General Warrant Deed, free of all liens, claims or encumbrances,
subject onl to the Permitted Exceptions
( ii ) At the Close of Escrow, Seller shall be read willin and able to perform in
accordance with the terms of this A and all Exhibits hereto.
(iii) Tile execution and deliver of this A and the consummation of the
transaction contemplated b this A has been dul authorized on the part of Seller.
(iv Seller will perform, observe, and compl with all of the covenants,
a and conditions re q uired b this A to be performed, observed and complied with
b the Seller on or before the Closin and will execute and deliver all documents re to be
executed and delivered b the Seller in order to consummate the transaction contemplated hereb on
or before the Closin (ifsuch shall close in accordance with the terms hereof) and of the time periods
ex
set forth herein.
(v) Seller has not been notified that the Propert is not in compliance ( both as to
condition and use) with all applicable federal, state and local laws, statutes, ordinances, codes and
administrative rules or re and with an applicable orders of an court or other judicial bod
havin jurisdiction over the Propert includin but not limited to, buildin subdivision, pollution,
environmental protection, water disposal, health, fire and safet en codes, rules or
re and as of Closin Seller shall have taken no action to knowin cause the Propert to
violate an of the fore as the same existed upon the Openin of Escrow.
( vi } Seller has no actual notice of an issues relatin to access to the Propert or
utilit service to the Propert
(vii) AS-IS. Other than the representations and warranties expressl stated in this
A Seller makes no further representations and/or warranties of an sort whatsoever.
Except as expressl provided herein, Purchaser is rel entirel on Purchaser's own investi
and examinations as to the ph condition and ever other aspect of the Propert includin
w ithout limitation, conformit to past, current or future zonin or buildin code re the
existence of soil instabilit soil repairs, and an other soil conditions, sufficienc of undershorin
and draina the existence of an flood plains or flood hazards or similar conditions, ever other
matter affectin the stabilit or inte of the Propert and an improvements or buildin located
thereon, the environmental condition of the Propert and the income and expenses g enerated b the
Propert Purchaser acknowled that it has performed the investi that an information
provided or made available or to be provided or made available to Purchaser b Seller, or its a
brokers, members, mana partners., representatives, or others was provided or made available or
w ill be provided or made available solel as a courtes and that Purchaser has the sole responsibilit
for determinin the existence or nonexistence of an fact material to Purchaser's decision to
purchase the Propert Purchaser acknowled that Purchaser is purchasin the Propert on an
"AS -IS, WHERE-IS" basis WITH ALL FAULTS, except as specificall represented and warranted
in this Section 7(a) of the A without an implied warranties, and Purchaser is completel at
risk with respect to all attributes and conditions, latent or otherwise, of the Propert Seller does not
warrant the Propert to be free from defects and Purchaser expressl accepts the possibilit of such
defects. B executin this A Purchaser hereb g ives Seller, as a material inducement for
Seller to enter into this A a full release of an and all claims or causes of action arisin at
common law, under statute or otherwise, whether soundin in contract or in tort, arisin out of or
related to the condition of the Propert and an e remainin thereon. Notwithstandin the
fore or an else in this A to the contrar Purchaser does not releases Seller from
an claims or causes of action Purchaser ma have now or in the future based upon fraudulent
misrepresentation b Seller.
b. Purchaser's Representations and Warranties. Purchaser represents and warrants, as of
the date hereof, as follows:
(i) At the Close of Escrow, Purchaser shall be read willin and able to perform
in accordance with the terms of this A and all Exhibits hereto.
I
( ii ) The execution and deliver of this A and the consummation of the
transaction contemplated b this A has been dul authorized on the part of Purchaser.
( iii ) Purchaser warrants to Seller that Purchaser understands that this is a bindin
contract, that there are no oral or verbal representations about the Propert which have been made b
Seller which will survive the execution of this A includin but not limited to, statements as
10
to size, acrea boundaries, location, zonin suitabilit or an other representation,, unless said
statement is in expressl made in writin in this A or related documents and si b the
Seller.
(iv) Purchaser will, prior to Closin full inspect the Propert in accordance with
Section 7(a)(vii) of this A and at Closin will accept the Propert in an "AS-IS, WHERE-
is" condition, WITH ALL FAULTS, unless this A has been canceled in accordance with its
terms and conditions.
(v Purchaser will perform, observe, and compl with all of the covenants,
a and conditions re b this Contract to be performed, observed and complied with
b the Purchaser on or before the Closin and will execute and deliver all documents re to be
executed and delivered b the Purchaser in order to consummate the transaction contemplated hereb
on or before the Closin (if such shall close in accordance with the terms hereof) and of the time
periods set forth herein.
C. Survival of'Representations and Warranties After Closing. The Parties acknowled
that each and ever representations and warrant contained in Section 7 hereof shall be true and
accurate as of the date hereof and also as of the Closin and shall constitute a material part of the
consideration hereunder and shall survive the Closin All obli to be performed at the
Closin will survive the Closin and will not be deemed to mer upon deliver and acceptance of
the conve instruments at Closin
N
S. CLOSIN G.
a. Seller's Deliveries. At Closin Seller shall deliver or cause to be delivered to Escrow
A each of the followin
( i ) A General Warrant Deed executed and acknowled on behalf of Seller, in
recordable form, conve g ood and indefeasible fee simple title to the Propert to Purchaser, free
and clear of an liens, encumbrances, easements, or other matters affectin title to the Propert
except the Permitted Exceptions
(ii) An Affidavit of Propert Value
( iii ) Such evidence or other documents that ma be reasonabl re b the
Title Compan evidencin the status and capacit of Seller in connection with the sale of the
Propert and
( iv ) All additional documents and instruments this A re to be
provided b Seller at Closin and all additional documents and instruments as are reasonabl
necessar for the proper consummation of this transaction.
b. Purchaser's Deliveries. At Closin Purchaser shall deliver or cause to be delivered to
Escrow A each of the followin
(i An Affidavit of Propert Value
(ii) All additional documents and instruments this A re to be
provided b Purchaser at Closin and all additional documents and instruments as are reasonabl
necessar for the proper consummation of this transaction; and
(iii) Such evidence or other documents that ma be reasonabl re b the
Title Compan evidencin the status and capacit of Purchaser in connection with the sale of the
Propert
C. Possession. At Closin possession shall be transferred from Seller to Purchaser and
Seller shall have removed all of Seller's propert and shall leave the Propert in the same condition
as of the date hereof. An personal propert remainin upon the Propert at Closin shall be
transferred to Purchaser g ratis at Closin Upon or as soon after Closin as is practical, Escrow
A shall issue and deliver the Owner's Polic to Purchaser as provided in this A
d. Frorations. Ad valorem taxes for the then•current period shall be prorated at the
Closin effective as of the date of Closin If the Closin shall occur before the tax rate is fixed for
the then-current period, the apportionment of the taxes shall be upon the basis of the tax rate for the
precedin period applied to the latest assessed valuation, but an difference in actual and ad valorem
taxes for the period of sale actuall paid b Purchaser shall be adjusted between the Parties upon
receipt of written evidence of the pa thereof. Special assessments which are or will become a
lien on the Propert will be assumed b Purchaser and treated as a Permitted Exception.
C. Cl os i ng C At Closin Seller shall be responsible for the full cost of the Owner's
Polic Pa of all other closin costs, includin but not limited to, the recordin fees, sales,
intan and documentar transfer taxes, and escrow fees, shall be paid one -half( 112} b Seller and
one-half ( 1/2 ) b Purchaser.
f. Escrow A Oblipations. Without limitation, it shall be the obli of Escrow
A at Closin
( i ) To record with the Pima Count Recorder the General Warrant Deed
delivered hereunder
iii) To deliver to the Pima Count Recorder the Affidavit of Propert Value; and
(iii) 'Fo cause the issuance and deliver to Purchaser of the Owner's Polic
96 INDEMNIFICATION
a. Purchaser's Inde mnity. Purchaser a to hidemnif defend, protect and hold
Seller harmless of and from an and all liabilities, claims, demands, and expenses, of an kind or
nature ( except those items, which b the terms of this A specificall remain the obli
of Seller arisin or accruin after the Closin Date and which are in an wa related to the
ownership, maintenance, or operation of the Propert or from Purchaser's use of the Propert prior
to Closin 'Includin durin the Inspection Period, or from an activit work or thin done,
permitted or suffered b Purchaser in or about the Propert prior to Closin includin durin the
Inspection Period, includin but not limited to, court costs and attorne fees.
b. Seller's Inde . Seller a to indemnif defend, protect and hold Purchaser
harmless of and from an and all liabilities, claims, demands, and expenses, of an kind or nature
(except those items, which b the terms of this A specificall remain the obli of
Purchaser arisin or accruin prior to the Closin Date and which are in an wa related to the
ownership, maintenance, or operation of the Propert includin but not limited to, court costs and
attorne fees.
C. ' Notice of Claim. In the event either Part hereto receives notice of a claim or demand
which results or ma result in indemnification pursuant to Sections 9 or 9 hereof, such Part
shall immediatel g ive notice thereof to the other. The Part receivin such notice shall immediatel
take such measures as ma be reasonabl re to properl and effectivel defend such claim, and
ma defend same with counsel of its own choosin In the event the Part receivin such notice fails
to properl and effectivel defend such claim, and in the event such Part is liable thereof, the Part
so g ivin g such notice ma defend such claim at the expense of the Part receivin such notice.
10. DEFAUL"FAND REM14A)JES
a. If Purchaser shall fail to consummate this A for an reason except: (i)
Seller's default, (ii) the termination of this Agreement b Purchaser pursuant to a ri of termination
g iven herein, or (iii) the failure of a condition to Closin or to Purchaser's obli hereunder as
set forth in this A Purchaser shall be in default hereunder in which event the Seller, as its
sole and exclusive remed ma terminate this A and Escrow A shall transfer to Seller
the Earnest Mone which sum shall constitute the Seller's li dama for the breach of this
A and not a penalt it bein the a and understandin of the Parties that the Seller's
dama would otherwise be difficult if not impossible to determine.
b. In the event of default b Seller that causes Seller not to close, Purchaser shall have
all remedies available at law a the Seller, includin but not limited to, return of its Earnest
Mone and specific performance.
C. Ri of Remed Except at otherwise provided herein, an Part who wishes to
cancel this A because of an breach b another part or because escrow fai Is to close b the
a date, and who is not himself in breach of this A except as occasioned b a breach b
the other part ma cancel this A b deliverin a notice to either the breachin part and to
the Escrow A statin the nature of the breach and that this A shall be cancelled unless
the breach is cured within fifteen ( 15 ) calendar da followin the deliver of the notice. An notice
delivered to an part must be delivered to the Escrow A Within three ( 3 ) calendar da after
receipt of such notice, the Escrow A shall send the notice b mail to the part in breach at the
address contained in the notice. No further notice shall be re In the event that the breach is
not cured within fifteen ( 15 ) calendar da followin the deliver of the notice to the part in breach
or the Escrow A this A shall be cancelled.
BIZOKE-160
Seller has retained the services of Gre Wexler of Wexler and Associates as its real estate
broker ( the "Broker" to sell the Propert and Seller will indemnif defend and hold harmless
Purchaser from and a an and all claims from its Broker arisin fi-om or related to this
A Seller shall pa Broker a real estate commission of 5% of the Purchase Price at Closin
The terms and provisions of this para shall survive Closin hereunder.
12. MISCELLANEOUS PROVISIONS.
a. Date of A The term, "date of this A or "date hereof" or "effective
date of this A as used herein, shall mean the later of the followin dates: (i) the date of
Seller's si or (ii) the date of Purchaser's si
b. Notices. An notice or communication re or permitted hereunder shall be
deemed to be delivered, whether actuall received or not, when deposited in the United States mail,
posta full prepaid, re or certified mail, addressed to the intended recipient at the address
on the si pa of this A or wlien received if delivered personall Notices delivered
b fax shall also be allowed and shall be effective upon transmission provided electronic
confirmation of transmission is kept b the part g ivin g notice. All address for notice ma be
chan b five (5 da prior written notice so g iven. An notice to a Part re or permitted
hereunder shall be delivered to the followin
SELLER: Robert Sarver
One East Washin Street, Suite 1400
Phoenix, AZ 85004
With a cop to: Gre Wexler
6088 W. Arizona Pavilions Drive, Suite I
Tucson, AZ 85743
PURCHASER: Town of Marana
Attn: Frank Cassid Le Department
11555 West Civic Center Drive
Marana, Arizona 85653
With a cop to: Paul A. Loucks
Meschl Clark & Rothschild, P.C.
259 N. Me Avenue
Tucson, AZ 85701
TO ESCROW AGENT: Pamela Ti
Title Securit A
I South Church Avenue, Suite 2040
Tucson, AZ 85701
C. Interpretation. The Parties hereto acknowled and a that each has been g iven
the opportunit to independentl review this A with le counsel, and/or has the re
experience and sophistication to understand., interpret, and a to the particular lan of the
provisions hereof. The Parties have e bar power, and intend the plain meanin of the
provisions herein. In the event of an ambi in, or dispute re the interpretation of same,
the interpretation of this A shall not be resolved b an rule of 'Interpretation providin for
interpretation a the part who causes the uncertaint to exist or a the draftsman.
d. ' Risk of Loss. The risk of loss or dama to the Propert and all liabilit to third
persons until the Closin shall be borne b Seller and thereafter shall be borne b Purchaser.
e. Counterpart and Faxed Si This A ma be executed in several
counterparts, each of which shall be deemed an ori but all of which shall constitute one and the
same instrument. In addition, this A ma contain more than one counterpart of the
si pa and this A ma be executed b the affixin of the si pa of each of
the Parties to one of such counterpart si pa and all such counterpart si pa shall
be attached to one A and read havin the same force and effect as thou all of the
si had si a sin pa Further, the execution and deliver of this A ma be
effectuated b the use of telecop transmission and the facsimile si g nature created thereb shall
be considered an ori si
f Attorne Fees. If either part shall be re to emplo an attorne to enforce or
defend the ri of such part hereunder, the prevailin part shall be entitled to recover reasonable
attorne fees, all such fees to be set b the Court and not b the jur
9. Inte This A contains the complete a between the Parties
and cannot be varied except b the written a of the Parties. The Parties a that there are
no oral a understandin representations, or warranties which are not expressl set forth
herein.
h. Bind: na Effect. This A shall inure to the benefit of and bind the Parties
hereto and their respective heirs, representatives, successors, and permitted assi
i. Dates and Time Periods. Should the date for the g ivin g of an notice, the
performance of an act, or the be or end of an period provided for herein fall on a Saturda
Sunda or other le holida such date shall be extended to the next succeedin business • da which
is not a Saturda Sunda or le holida
j. Non-Waiver. No dela or failure b either part to exercise an ri hereunder and
no partial or sin exercise of such ri will constitute a waiver of that or an other ri unless
expressl provided herein.
k. Assijznment. Purchaser shall have no ri without the prior written approval of
Seller, which approval shall not be unreasonabl withheld, to sell, assi or transfer this A
or an ri or responsibilities of Purchaser thereunder. .
herein. 1. Exhibits. All exhibits referenced herein and attached hereto are hereb incorporated
M. Not a Partnershiv/No Third Part v Beneficiaries. Nothin herein shall be deemed to
create a partnership or joint venture amon the Parties. This A is not intended to benefit
and shall not be construed as conve an ri upon an parties other than the Parties hereto.
n. Choice of Law/Venue. This A shall be g overned b Arizona law. Venue for
9 1
an action brou under this A shall be Pima Count
0. Time is of the Essence. Time is of the essence in the performance of this Agreement.
P. Sever If an one or more of the provisions of this A or the
applicabilit of an provisions to a specific situation is held to be invalid or unenforceable, the
provision on will be modified to the minimum extent necessar to make it or its application valid and
enforceable, and the validit and enforceabilit of all of such provisions of this A and all
other application of such provisions will not be affected b an such invalidit or unenforceabilit
q . Independent Counsel. Seller and Purchaser each represent and acknowled that
it has had the benefit and advice of independent le counsel in connection with the preparation
and execution of this A or has been advised to seek such counsel and has voluntaril or
knowin chosen not to do so.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this A in multiple
copies, each of which shall be deemed to be an ori on the dates set forth below.
SELLER*
Re Partnei•ship, L.P.
Mai-lina 348, 11.110.
B B
Its: Its:
Date: 2015.
PURCHASER:
Town of Maraiia
Approved as to Form
Date-
2015.
owa A rti
ACCEPTANCE BY ESCROW AG T
a 1 1;
B Gilbe Davidson
Its: Town Mana
Sv Ao,
Escrow A acknowled receipt of a full executed cop of this A and all exhibits
attached hereto and a to compl with the terms, conditions and instructions contained in
same or otherwise g iven to it in accordance with the terms of this A and the exhibits
attached hereto.
B
Its:
Date-, 2015. 22AO953
A M E C
FirstAmerican TitleT
Commitment for Title Insurance
BY
First American Title Insurance Compan
Exhibit A
Order No.: 60013256'001'Pl3'BW
LEGAL DESCRIPTION
T Land referred to herein below is situated in the County of Pima, State of Arizona, and is described as follows:
Parcel 1:
T Northwest quarter of Section 27 Township 11 South. Range i East, Gila and Salt River Base and Meridian. Pima
County, Arizona.
EXCEPT the West 487.3feet.
FURTHER EXCEPT the East 1590 feet.
FURTHER EXCEPT the North 207.5feet.
FURTHER EXCEPT the East 17O feet of the West 887 feet of the South 17Ofeet.
FURTHER EXCEPT the South 25feet.
FURTHER EXCEPT that portion conveyed in Docket 12154 at page 2189. (for roads)
FURTHER EXCEPT those portions conveyed in Docket 12158 at page 86 and Docket 12168 at page 3179. (Portion of
Tax Parcel 217-37'O71B)
FURTHER EXCEPT that portion conveyed |n Docket 124O8ad page 354O.(roed)
FURTHER EXCEPT that portion conveyed in Docket 13174ot page 2389. (K4enaneHea|th Canter)
FURTHER EXCEPT that portion conveyed in Docket 13808 at page 1658. (Bill Gaudette Rood)
Parcel 2:
T Easterly 1590 feet of the Northwest quarter of Section 27. Township 11 South, Range 11 East, Gila and Salt River
Base and Meridian, Pima County, Arizona.
EXCEPT the North 2O7.5Ofeet.
FURTHER EXCEPT the East 3O feet for Lon Adams Road.
FURTHER EXCEPT the South 25 feet for Barnett Road.
FURTHER EXCEPT the Easterly 391.51 feet of the Southerly 381.51 feet ofthe Northerly 569.01 feet ofthe Northwest
quarter. (Tax Parcel No. 217'37-O50D)
FURTHER EXCEPT that portion described asfollows:
BEGINNING at the North quarter corner of said Section 27;
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Form 5011600-A (7-1'14) Page | ALrAoommnmmn 06-17-0e
Exhibit A
RrstAmerican Title'
Commitment for Title Insurance
BY
-~
First American Title Insurance Company
Ex h i b 1"t A (Continued)
Order No.: 80013256 -001- PI3 -BW
THENCE South 00 degrees 35 minutes 23 seconds East along the East line of said Northwest quarter a distance of
559.00 feet to a point, said point being the TRUE POINT OF BEGINNING;
THENCE continuing South 00 degrees 35 minutes 23 seconds East along said East line a distance of 723.00 feet to a
point;
THENCE South 89 degrees 16 minutes 37 seconds West, a distance of 391.50 feet to a point.;
THENCE North 00 degrees 35 minutes 23 seconds West, a distance of 723,00 feet to a point on a line 569.00 feet
Southerly and parallel with the North line of said Section 27;
THENCE North 89 degrees 16 minutes 37 seconds East along said parallel line, a distance of 391.50 feet to the TRUE
POINT OF BEGINNING. (Tax Parcel Nos. 217-37-0510, 0520, 0530 and 0540)
FURTHER EXCEPT that portion conveyed in Docket 8729 at page 1544. (Tax Parcel Nos. 217-37 -0560, 0570 and 0580)
FURTHER EXCEPT that portion conveyed in Docket 9232 at page 1700 (Tax Parcel No. 217 -37 -0620)
FURTHER EXCEPT that portion conveyed in Docket 11 081 at page 1230 and page 1233. (Tax Parcel Nos. 217- 37 -060A
and 0610)
FURTHER EXCEPT that portion conveyed in Docket 11674 at page 4152. (Tax Parcel No. 217-37 -0630)
FURTHER EXCEPT those portions conveyed in Docket 12154 at page 2189. ( roads)
FURTHER EXCEPT those portions conveyed in Docket 12158 at page 66 and in Docket 12168 at page 3179. (Portion of
Tax Parcel No. 217- 37µ071 B)
FURTHER EXCEPT that portion conveyed in Docket 12469 at page 3540. (road)
FURTHER EXCEPT that portion conveyed in Docket 13174 at page 2389. (Marana Health Center)
FURTHER EXCEPT that portion conveyed in Docket 13606 at page 1655. (Bill Gaudette Road)
Parcel 3.
All that portion of the Northwest quarter of Section 27, Township 11 South, Range 11 East, Gila and Salt River Base and
Meridian, Pima County, Arizona, described as follows:
COMMENCING at the Southeast corner of said Northwest quarter of said Section 27;
THENCE South 89 degrees 18 minutes 55 seconds West, (South 89 degrees 52 minutes 08 seconds West recorded in
Docket 11081 at page 1230), along the South line of said Northwest quarter a distance of 496.69 feet;
THENCE North 00 degrees 36 minutes 55 seconds West, (North 00 degrees 03 minutes 43 seconds West recorded in
Docket 11081 at page 1230), a distance of 25.00 feet to a point on a line parallel with and 25.00 feet North of said South
line, also being the North right -of -way line of Barnett Road;
THENCE South 89 degrees 18 minutes 55 seconds West, (South 89 degrees 52 minutes 08 seconds west recorded in
Docket 11 081 at page 1230), along said right -of -way fine a distance of 479.02 feet to the POINT OF BEGINNING;
Form 5011500 -A (7 -1 -14} Page 5 ALTA Commitment (6- 17 -05)
Exhibit
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� ^,�tAmerican Titk`
Exhibit ��
Commitment for Ti Insurance
BY
First American Title Insurance Compan
Order No.: 80013258'001-P13-BW
THENCE North 00 degrees 36 minutes 55 seconds West, (North 00 degrees 03 minutes 43 seconds West recorded in
Docket 11081 at page 1230). a distance of272.81 feet;
THENCE North 44 degrees 28 minutes 48 seconds East, a distance of51.48feet;
THENCE North 45 degrees 33 minutes 12 seconds West, o distance of 58.84 feet to the West line of the parcel recorded
in Docket 11081 at page 1230. said point herein referred to as Point "A 1';
THENCE South 00 degrees 38 minutes 55 seconds East, (South 00 degrees 03 minutes 43 seconds East recorded in
Docket 11081 at page 1230), along said West line a distance of 350.69 feet to a point on said right-of-way line;
THENCE North 89 degrees 18 minutes 55 seconds East, (North 89 degrees 52 minutes 08 seconds East recorded in
Docket 11081 at page 1230), along said right-of-way line a distance of 4.98 feet to the POINT OF BEGINNING.
Parcel 4.
COMMENCING at the above referenced Point �"'
.
THENCE North 00 degrees 36 minutes 55 seconds West, (North 00 degrees 03 minutes 43 seconds West recorded in
Docket 11081 at page 1230) along the West line of that Parcel recorded in Docket 11081 at page 1230. o distance of
587.71 feet to the POINT DF8EG|NN|NG'
.
THENCE continue North 00 degrees 36 minutes 55 seconds West, (North 00 degrees 03 minutes 43 seconds West
recorded in Docket 11081 at page 1230), along said West parcel line, e distance of114.74 feet;
THENCE North 44 degrees 18 minutes 55 seconds East, a distance of 20.80 feet;
THENCE along a non-tangent curve to the |eft, having o radius of 50.00 feet, a central angle of 81 degrees 52 minutes 12
seconds, a radial line through said point bears South 44 degrees 18 minutes 55 seconds West, for on arc |enQUl of 71.44
feet to a point of reverse curvature;
THENCE along said reverse curve tothe hght, having o radius of5DUOfeet, aoentnal angle of38degrees 52 minutes 12
seconds, for an arc length of32.18 feet toepoint;
THENCE North 89 degrees 18 minutes 55 seconds East, a distance of 148-10 feet;
THENCE along a non-tangent curve to the |eft, having o radius of 495.00 feet, e oontnx| angle of 12 degrees 54 minutes
50 seconds, a radial line through said point bears North 32 degrees 38 minutes 15 seconds West, for an arc length of
111.59 feet bza point oftangency;
THENCE South 44 degrees 26 minutes 48 seconds West, a distance of 102.23 feet;
THENCE along a non-tangent curve to the left, having a radius of 85 feet, a central angle of 65 degrees 49 minutes 44
seconds, a radial line through said point bears North 32 degrees 23 minutes 18 seconds, for an arc length of 97.66 feet to
a point of non-tangent line;
THENCE North 45 degrees 33 minutes 12 seconds VVesL o distance of 8.81 feet to the POINT OF BEGINNING.
For 5011600-A (7-1-14) Pa 6 ALTA Commitment (6-17-06
Exhibit A