Loading...
HomeMy WebLinkAbout2015 03.02 City Council Work Session Agenda AIM 1. 5r.F1 Meeting location City of Apache Junction, Arizona tfA '- City Council Chambers ` at City Hall Agenda 300E Superstition Blvd Apache Junction,AZ `;ril}.0 ` 85119 City Council Work Session www ajcity net Ph (480)982-8002 Monday,March 2,2015 7 00 PM City Council Chambers A CALL TO ORDER B. ROLL CALL C. AGENDA ITEMS 1 Update and discussion on the City of Apache Junction Boards and Commissions application and processes 2. Presentation and discussion on proposed Resolution No 15-07, allowing the City of Apache Junction Police Department to submit grant applications to the Governor's Office of Highway Safety 3. Presentation and discussion on the purchase and sale agreement related to the property located at 1633 East 2nd Avenue, Apache Junction This would be the first step in the process of converting the property into a retaining area to mitigate various drainage issues 4. Discussion of dates for interview of city manager position finalists Council may wish to hold special executive sessions during the two extra weeks between March and April meetings to conduct interviews for city manager position finalists 5. Presentation and discussion on the Classification and Compensation Study by staff and a representative of Public Sector Personnel Consultants. Staff will also discuss plans for the implementation of the new classification and compensation plan D. ADJOURNMENT Copies of this agenda and additional information regarding any of the items listed above may be obtained Monday through Thursdays, 7 00a—6 oop, excluding holidays, from the City Clerk's office located at 300 East Superstition Boulevard,Apache Junction, AZ The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and facilities Specific requests may be made by contacting the Human Resources Office at(480)474-2617 or TDD(480) 983-0095 City of Apache Junction,Arizona Page 1 Printed on 2/23/2015 rrCity of Apache Junction, Arizonapdh, 300 E Superstition �, Boulevard = Agenda Item Cover Sheet Apache Junction,AZ 85119 II' Agenda Item No 1 ;r ,, , File ID 15-8 Sponsor.Anna McCray Agenda Date:3/2/2015 Index. In Control. City Council Work Session ..... Update and discussion on the City of Apache Junction Boards and Commissions application and processes Attachments. City of Apache Junction,Arizona Page 1 Printed on 2/23/2015 City of Apache Junction, Arizona 300ESuperstiton Boulevard p „o; Agenda Item Cover Sheet Apache Junction AZ 85119 z, :s Agenda Item No.2. File ID: 14-695 Sponsor Thomas Kelly Agenda Date• 3/2/2015 Index Public Safety In Control City Council Work Session Presentation and discussion on proposed Resolution No 15-07, allowing the City of Apache Junction Police Department to submit grant applications to the Governor's Office of Highway Safety Attachments. City of Apache Junction,Arizona Page 1 Printed on 2/23/2015 RESOLUTION NO 15-07 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, PERTAINING TO THE SUBMISSION OF PROJECTS FOR CONSIDERATION IN ARIZONA' S 2016 HIGHWAY SAFETY PLAN. WHEREAS, the Governor' s Office of Highway Safety is seeking proposals from state and local agencies for projects relating to all aspects of highway safety, and WHEREAS, the City of Apache Junction, through the Apache Junction Police Department, is interested in submitting projects to be considered for funding in the form of reimbursable grants from the National Highway Traffic Safety Administration NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of Apache Junction as follows SECTION 1 Staff is authorized to submit projects for consideration in Arizona' s 2016 Highway Safety Plan SECTION 2 . The Mayor or the Chief of Police, or their designee, is appointed agent for the City of Apache Junction, to conduct all negotiations and to execute and submit all documents and any other necessary or desirable instruments in connection with such grant. �•. RESOLUTION NO 15-07 PAGE 1 OF 2 PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION THIS DAY OF 2015 . SIGNED AND ATTESTED TO THIS DAY OF 2015 JOHN S INSALACO Mayor ATTEST. KATHLEEN CONNELLY City Clerk APPROVED AS TO FORM RICHARD J. STERN City Attorney RESOLUTION NO 15-07 PAGE 2 OF 2 h Cityof Apache Junction, Arizona 300 E Superstition •41 Boulevard f -` Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No 3 "`- File ID: 15-5 Sponsor. Matt Busby, Joel Stern and Emile Schmid Agenda Date:3/2/2015 Index. In Control. City Council Work Session Presentation and discussion on the purchase and sale agreement related to the property located at 1633 East 2nd Avenue,Apache Junction This would be the first step in the process of converting the property into a retaining area to mitigate various drainage issues This purchase is due to the recent history of significant drainage issues in the vicinity of Tomahawk Road and 2nd Avenue and was initiated by city staff Attachments City of Apache Junction,Arizona Page 1 Printed on 2/23/2015 riN DRAFT 1/22/14 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (the "Agreement") is made effective as of the day of , 20 , by and between Donna R. O'Malley and Canis James O'Malley, ("Seller"), and City of Apache Junction, an Arizona municipal corporation ("Buyer"), collectively referred to as the "Parties"or individually as a"Party" RECITALS I, A Seller is the owner of that certain parcel of real property situated m the County of Pmal, State of Arizona, legally described on Exhibit "A" attached hereto (the "Property") and also commonly known as 1633 East 2nd Avenue,Apache Junction,AZ, 85119 B Seller is willing to sell to Buyer, and Buyer is willing to purchase from Seller, the Property,pursuant to the terms,provisions and conditions contained herein AGREEMENT NOW THEREFORE, in consideration of the foregoing, and of the terms, conditions and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows 1 Agreement of Purchase and Sale At the consummation of the transaction contemplated by this Agreement (the "Closing"), subject to the terms, covenants and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the real property located in Pmal County, Arizona, described on Exhibit "A" attached hereto (the "Real Property"), together with (i) all nghts, privileges, easements and appurtenances thereto, if any, whether or not recorded, including, without limitation, all development rights, air rights, water and water rights, if any, used in connection with the Real Property; (ii) all of Seller's interest in all oil, gas and other minerals, if any, in and under or that may be produced from the Real Property, (iii) all ditch and ditch rights, reservoirs and reservoir rights, well and well nghts, irngation grandfathered water rights and Central Arizona Project water rights appurtenant to or used in connection with the Real Property and all wells, pumps, well equipment, irrigation equipment, pivots, sumps and other pumps, situated on or used in connection with the Real Property, if any, (iv) all of Seller's lease rights and rights in management or other contracts affecting or relating to the Real Property, and (v) all engineering and surveying reports, plans, surveys, dr awings,, raw ings, specifications, development and marketing information and materials and other information relating to the Real Property in Seller's possession or control, if any (collectively, the "Property"). 2. Purchase Price The purchase price (the"Purchase Price") for the Property shall be $40,000 dollars and no/100 ($40,000 00) The Purchase Price shall be payable by cash or by wire transfer of immediately available funds at the Closing. 3. Escrow and Closing Related Matters (a) Escrow Instructions The standard form escrow instructions of Escrow Agent attached hereto as Exhibit "B", together with any provisions of this Agreement applicable to Escrow Agent, together shall constitute the escrow instructions between Seller, Buyer and Escrow Agent In the event of any conflict or inconsistency between the provisions of the standard form escrow instructions and this Agreement or any deed, instrument or document executed or delivered in connection with the transaction contemplated hereby, the provisions of this Agreement, or such deed, instrument or document, shall control (b) Opening and Closing For purposes of this Agreement, the opening of escrow (the "Opening of Escrow") shall be deemed to be the date on which three (3) copies of this Agreement, executed on behalf of Buyer and Seller, are delivered to and accepted by Escrow Agent The Closing shall occur on or before March 31, 2015. The Closing shall take place at 10 00 a m in the office of Escrow Agent, or at such other time or date and location as the parties may mutually agree (c) Action at the Closing by Seller At the Closing, Seller shall deliver or cause to be delivered to Escrow Agent for the account of Buyer (if not otherwise delivered prior thereto) all of the following instruments dated as of the Closing, fully executed and, if appropriate, acknowledged (i) a fully executed and acknowledged Special Warranty Deed to the Property in the form attached hereto as Exhibit "C" and made a part hereto conveying the Property to Buyer, as grantee, subject only to the Permitted Title Exceptions (as defined in Paragraph 4(a)(iv)below), (ii) an Affidavit of Property Value pertaining to the Property, (in) a Non-Foreign Person Affidavit, and (iv) such other funds, instruments or documents as are reasonably necessary to fulfill the covenants and obligations to be performed by Seller pursuant to this Agreement (d) Action at the Closing by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Escrow Agent for the account of Seller (if not otherwise delivered prior thereto) all of the following, and with respect to any instruments or documents referred to below, with all such items being dated as of the Closing, fully executed by Buyer and, if appropriate, acknowledged (i) all funds referred to in Paragraph 2 above necessary to pay the Purchase Price; (ii) an Affidavit of Property Value pertaining to the Property, and 2 (iii) such other funds, instruments, or documents as are reasonably necessary to fulfill the covenants and obligations to be performed by Buyer pursuant to this Agreement. (e) Closing Costs The escrow fee payable to Escrow Agent in respect of the conveyance and transfer of the Property to Buyer shall be paid by the Buyer. All other fees, recording costs, charges or expenses incidental to the sale, transfer and assignment of the Property to Buyer shall, except as otherwise herein expressly provided,be paid by the Buyer. (f) Payment of Taxes and Assessments Property taxes, based upon the latest available tax bill from the Pinal County Treasurer, shall be assumed and paid by Buyer. According to the Pmal County Treasurer the taxes due are Two Thousand Three Hundred Eighty Six dollars and seven cents ($2,386 07) All general and special assessments and improvement distract liens shall be charged to and paid by Buyer as of the Closing. (g) Insurance Policy At the Closing, and as a condition to close escrow, Buyer shall cause Escrow Agent to deliver an extended coverage owner's policy of title insurance issued by Escrow Agent or its principal, or the unconditional commitment of the title insurer("Title Insurer")to issue such policy, insuring title to the Property in Buyer in the amount of the Purchase Price, the policy will be subject to the usual printed exclusions, exceptions, conditions and stipulations set forth in the printed form policy, the Permitted Title Exceptions, and such other matters approved in writing by Buyer or resulting from Buyer's actions Buyer shall pay the premium associated with a standard coverage policy and any endorsements issued to cure any title objections that Buyer has elected to cure 4 Feasibility; Contingencies Buyer, and/or such person or entity as may be designated by Buyer, shall have the right, at any time pnor to the Closing, or until this Agreement otherwise terminates, to examine and inspect the Property m accordance with the terms hereof The obligation of Buyer to purchase the Property from Seller is contingent upon the satisfaction of each of the following conditions (each a "Contingency" and, collectively, the "Contingencies")within the time periods provided (a) Title and Survey Review (i) Survey Promptly following the Opening of Escrow, Buyer shall provide Seller and Escrow Agent with a current ALTA/ACSM survey of the Property (the "Survey") prepared by an Arizona licensed surveyor or engineer containing a metes and bounds legal description of the Property and certified to Buyer, Seller and Escrow Agent. Buyer shall obtain the Survey and certification at Buyer's sole cost and expense If Buyer, in its sole and absolute discretion, fails to approve or disapprove the Survey by giving written notice of the satisfaction of this Contingency to Seller and Escrow Agent on or before 5 00 p m, Phoenix time, on the date that is thirty (30) days following the Opening of Escrow (the "Feasibility Expiration Date"), then (i) this Contingency shall be deemed automatically and without further act not to have been satisfied, (u) this Agreement shall be deemed terminated, and (iii) neither party shall have any rights as agamst the other (except for those obligations of insurance and indemnity that are expressly stated to survive the termination of this Agreement). 3 (ii) Original Report Promptly following the Opemng of Escrow, Buyer shall cause Escrow Agent to provide Buyer and Seller with a current preliminary title report of the Property (the "Title Report"), together with legible copies of all instruments of record referred to on Schedule B thereof. If Buyer, in its sole and absolute discretion, fails to approve or disapprove the Title Report by givmg written notice of the satisfaction of this Contingency to Seller and Escrow Agent on or before the Feasibility Expiration Date, then. (i) this Contingency shall be deemed automatically and without further act not to have been satisfied, (ii) this Agreement shall be deemed terminated, and (iii) neither party shall have any rights as agamst the other (except for those obligations of insurance and indemnity that are expressly stated to survive the termination of this Agreement) (ui) Amended Reports. If Escrow Agent subsequently issues any amendment to the Title Report (an "Amended Report") disclosing any additional title matters or modifications to the previously disclosed title matters, then Buyer shall be entitled to object to any such matter disclosed on the Amended Report by delivering wntten notice of such objection to Seller and Escrow Agent on or before ten(10)business days after Escrow Agent has delivered to Buyer the Amended Report together with copies of all recorded documents disclosed for the first time in the Amended Report (the "Amendment Objection Date") If Buyer, in its sole and absolute discretion, fails to approve or disapprove the Amended Report by giving wntten notice of the satisfaction of this Contingency to Seller and Escrow Agent on or before the Amendment Objection Date, then (i) this Contingency shall be deemed automatically and without further act not to have been satisfied, (ii) this Agreement shall be deemed terminated, and (ui) neither party shall have any rights as against the other (except for those obligations of insurance and indemnity that are expressly stated to survive the termination of this Agreement) (iv) Buyer's Objection, Seller's Cure. If Buyer timely delivers a notice specifying in reasonable detail its objection to any matter(s) contained in the Survey, the Title Report or any Amended Report, Seller may, but shall not be obligated to, attempt to cure the matter(s) objected to by Buyer If Seller elects to attempt to cure Buyer's objections, Seller shall notify Buyer of such election within ten (10) days following Seller's receipt of Buyer's objection If Seller fails to so notify Buyer within such ten (10) day period, Seller shall be —/1IN, deemed to have elected not to attempt to cure Buyer's objections. If Seller notifies Buyer and Escrow Agent of its unwillingness, or inability, to cure such objections or fails to elect to cure such objections, then Buyer shall, within five (5) business days following receipt of such notice, or within five(5) business days after Seller's deemed election not to cure, as applicable, elect to either (i) waive the matters previously objected to by delivering written notice to Seller and Escrow Agent and thereafter close the transaction contemplated hereby in accordance with the terms hereof, taking title subject to all such matters waived by Buyer, or (u) termmate this Agreement as provided in Paragraph 5(c) below. If Seller attempts to cure the matters objected to by Buyer, but Seller is unable to cure such matters to Buyer's reasonable satisfaction prior to the date that is ten (10) days prior to the Closmg, Buyer may then elect to either (i) waive the matters previously objected to by delivering written notice to Seller and Escrow Agent and thereafter close the transaction, taking title subject to all matters waived by Buyer, or (ii) terminate this Agreement and the escrow by written notice to Seller and Escrow Agent delivered by 5.00 p.m., Phoemx time, on the date that is one (1) business day prior to the Closing, whereupon this Agreement shall terminate, and thereafter (unless otherwise provided in this Agreement) neither party shall have any further obligations or liabilities under this Agreement 4 Notwithstanding the foregomg, Seller shall be obligated to convey title to the Property free and clear of all monetary liens and encumbrances, and Escrow Agent shall be authonzed to utilize all or any portion of the sales proceeds payable to Seller to satisfy any such monetary liens or encumbrances. Additionally, Seller shall, at or before the Closing, cause to be removed any other title matters objected to by Buyer which were caused or created by Seller(through its acts or omissions) following the Opening of Escrow All matters affecting title to the Property disclosed on the Title Report and approved by Buyer, or disclosed on any Amended Report and approved by Buyer (as defined m Paragraph 29 below), shall collectively be referred to as the "Permitted Title Exceptions" (b) Feasibility At any time until the Closing or until this Agreement otherwise terminates, Seller grants to Buyer, its designees and their respective engineers, consultants and agents, a non-exclusive license to go upon the Property for the purpose of making appropriate inspections and conducting, at Buyer's sole cost and expense, appropnate feasibility studies with respect to the Property Such inspections, soils and asbestos tests and feasibility studies shall be performed so as not to cause any disruption of Seller's work, if any, on the Property. If Buyer conducts any test or inspections of or on the Property, then upon termination of this Agreement, Buyer shall cause the Property to be returned to the condition that existed prior to Buyer's entry. (i) Condition of Property; Delivery and Redelivery of Reports and Studies. The Property, and any improvements located in or on the Property, will be conveyed by Seller to Buyer in their "as-is" condition, with no representations or warranties of any nature whatsoever (except as otherwise specifically set forth herein) To assist Buyer with its feasibility study, Seller shall provide to Buyer all engmeenng reports, studies, surveys, site plans, soils and drainage reports, and all environmental studies pertaining to the Property that Seller has in its possession or are existing and reasonably available to Seller as of Opening of Escrow If Buyer elects not to close this transaction and escrow for any reason whatsoever (including a default by Buyer but excluding a default by Seller), then all inspections, reports, studies, tests, surveys and analyses either delivered by Seller to Buyer shall be returned by Buyer to Seller. (ii) Buyer's Objection If Buyer, m its sole and absolute discretion, fails to approve or disapprove the results of its feasibility studies by giving wntten notice of the satisfaction of this Contingency to Seller and Escrow Agent on or before the Feasibility Expiration Date, then(i) this Contingency shall be deemed automatically and without further act not to have been satisfied, (n) Escrow Agent shall return to Buyer its First Deposit; (iii) this Agreement shall be deemed terminated, and(iv)neither party shall have any nghts as against the other(except for those obligations of insurance and indemnity that are expressly stated to survive the termmation of this Agreement) If this Contingency is satisfied or deemed satisfied and Buyer elects to proceed with the Closing, Buyer shall be deemed to be satisfied with all matters relating the Property, the conditions of the Property and all matters relating to Buyer's use and ownership of the Property, except for those matters expressly addressed by Seller's representations and warranties set forth herein This provision shall survive the Close of Escrow and the recording of the Deed. 5 oak (c) Termination of Agreement If either Buyer or Seller is granted the right to terminate this Agreement in accordance with any provisions of this Agreement, such party shall exercise such right by delivering written notice to the other party and to Escrow Agent mdicatmg both its election to terminate and the specific provision pursuant to which it is making that election 5 Possession and Indemnification/Duty to Defend. Seller shall deliver possession of the Property to Buyer no later than 30 days after the Closing (the "Hold-Over Period") and subject to the Permitted Title Exceptions. In addition, during such 30 day Hold-Over Period, Seller shall be liable for any and all property damage to the structure, shall not file any claim or lawsuit against the Buyer or its officials for any injuries suffered on the Property during the Hold-Over Period. In addition, Seller shall indemnify and hold harmless the Buyer and its officials for any such claim or lawsuit or any such claim or lawsuit filed by any third party. There shall be no charge to Seller for rent during this Hold-Over Period. However, thereafter, there shall be a $1,000 per month mitigation fee should Seller remain on the Property. Buyer shall after the Hold-Over Period have the right to remove Seller through legal process at the expense of Seller 6 Representations and Warranties of Buyer. Buyer acknowledges, represents, warrants and covenants to Seller that the following are true as of the Agreement Date and will be true as of the Closing, and in entering into this Agreement Seller is relying upon, the following- (a) Due Organization, Etc. Buyer is duly organized, validly existing and in good standing under the laws of the State of Arizona and is qualified to do business in the State of Arizona. Buyer has taken all necessary action to authorize the transaction contemplated by this Agreement and Buyer's execution and delivery of all documents required herein, and its performance hereunder Buyer's execution and delivery of this Agreement, and the consummation of the transaction contemplated hereby, will not result in any violation of, or default under, any term or provision of any agreement, instrument, mortgage, loan agreement or similar document to which Buyer is a party or by which Buyer is bound Buyer further represents that it is not a partner or joint venturer with Seller in connection with the transaction /11\ contemplated by this Agreement, and that it is entering into this Agreement and any other contract, instrument and document contemplated hereby, voluntarily and solely for its own profit and benefit (b) No Litigation. There is no litigation, mvestigation or proceeding pending or, to the best of Buyer's knowledge, contemplated or threatened against Buyer which would impair or adversely affect Buyer's ability to perform its obligations under this Agreement or any other instrument or document related hereto 7 Representations and Warranties of Seller. Seller acknowledges, represents, warrants and covenants to Buyer that the followmg are true as of the Agreement Date and will be true as of the Closing, and in entering into this Agreement Buyer is relying upon, the following. (a) Title; Authority; No Conflict Seller is the sole owner of fee simple title to the Property, and has the authority and power to convey the Property to Buyer in accordance with the provisions of this Agreement. If Seller is aware of any matter that may affect title to the 6 Property that is not disclosed in the Title Report, Seller shall promptly notify Buyer and Escrow Agent of all such matters Seller is validly existing and in good standing under the laws of the state of its organization Seller has taken all necessary action to authorize the transaction contemplated by this Agreement and its execution and delivery of this Agreement and all documents required herein and its performance hereunder. The execution and delivery of this Agreement and any other document required herein, and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of, or default under, any term or provision of any agreement, instrument, mortgage, loan, or similar documents to which Seller is a party or by which Seller is bound Seller further represents that it is not a partner or joint venturer with Buyer m connection with the transactions contemplated by this Agreement, and that it is entering into this Agreement and any other contract, instrument and document contemplated hereby,voluntarily and solely for its own profit and benefit (b) No Litigation. Seller has not received notice of any threatened or pendmg suits, legal actions or other proceedings by any governmental authority, or any other person or entity, or otherwise, for the taking of all or any part of the Property or which alleges any violation by Seller of any applicable laws, rules or regulations of federal, state or local Pp � any governmental authority pertaining to the Property If Seller becomes aware of any of the foregoing (whether ansing before or after the date hereof) after the date hereof, but prior to Closing, Seller shall give prompt written notice thereof to Buyer pnor to Closing. (c) No Bankruptcy. There are no attachments, levies, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or any other debtor relief actions contemplated by Seller or filed by Seller, or to Seller's knowledge, pending in any current judicial or administrative proceeding against Seller (d) Foreign Person Seller is not a Foreign Person as such term is defined under§ 1445 of the Code. (e) No Condemnation To the best of Seller's knowledge, there are no existing, pending or anticipated condemnation or similar proceedings against or involving the Property (f) No Agreements or Title Defects To Seller's knowledge, there are no unrecorded agreements, commitments or understandings pursuant to which Seller or its successors in interest (including Buyer) are required to dedicate any part of the Property or to grant any easement, right-of-way, road or license for ingress and egress or other use in respect to any part of the Property No person has any option,right of first refusal, lease, easement, license or other right whatsoever with respect to the Property other than as described in a document recorded in the official records of Pinal County, Arizona Throughout the term of this Agreement, Seller shall not cause or permit any mortgage, deed of trust, lien, encumbrance, covenant, condition, restriction, assessment, easement, right-of-way, obligation, encroachment or liability whatsoever, to be placed of record, affect the title insurance to be given Buyer pursuant to this Agreement or otherwise exist, from the date of this Agreement to the date of tennmation of this Agreement, excepting, however, such title exceptions as are specifically approved m wntmg by Buyer. Throughout the term of this Agreement, and except as otherwise provided in 7 this Agreement, Seller shall not, without the prior wntten consent of Buyer, grant to any third party any nghts in or relating to the Property Notwithstanding the foregoing, nothing in this representation shall be deemed to mclude, cover or be applicable to any matter done or undertaken by Buyer or any of Buyer's representatives (g) No Undisclosed Assessments To the best of Seller's knowledge, there are no taxes, assessments (special, general or otherwise) or bonds of any nature affecting the Property, or any portion thereof, except as disclosed in the Title Report or any Amended Report and m Paragraph 3(f) above. Seller has no understanding or agreement with any taxing authority respecting the imposition or deferment of any taxes or assessments respecting the Property Seller has no knowledge of any planned public improvement that might result in a special assessment being levied agamst the Property If Seller becomes aware of any of the foregoing (whether arising before or after the date hereof) after the date hereof, but prior to Closing, Seller shall give prompt notice thereof to Buyer pnor to Closing (h) Environmental Conditions To Seller's actual knowledge (without duty of inquiry), the Property is not nor has it been under investigation for a violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions in, at, on, under or about the Property including, but not limited to, soil and ground water condition. Neither Seller nor, to Seller's actual knowledge (without duty of inquiry), any third party, has used, generated, manufactured, stored or disposed in, at, on, under or about the Property or transported to or from the Property any Hazardous Matenal (as defined below) To Seller's actual knowledge (without duty of inquiry), (i) there has been no discharge, migration or release of any Hazardous Matenal from, mto, on, under or about the Property, and (ii) there is not now, nor has there ever been on or m the Property underground storage tanks, any asbestos- containing matenals or any polychlonnated biphenyls, mcluding those used in hydraulic oils, electric transformers, or other equipment Seller has not, and to Seller' actual knowledge (with no duty of inquiry) no other person or entity has, buried any refuse, construction matenals, garbage, or any other matter of any kind or nature below the surface of the Property Seller hereby assigns to Buyer, without representation or warranty, to be effective only upon and as of the Closing, all claims, counterclaims, defenses, or actions, whether at common law, or pursuant /'\ to any other applicable federal or state or other laws which Seller may have agamst any third parties relatmg to the existence of any Hazardous Matenals m, at, on, under or about the Property (including Hazardous Matenals released on the Property pnor to the Closing and continuing in existence on the Property at the Closing) As used herein, "Hazardous Material" shall mean any flammables, explosives, radioactive matenals, hazardous wastes, hazardous and toxic substances or related matenals, asbestos or any material containing asbestos (including, without limitation,vinyl asbestos tile), or any other substance or material, defined or regulated as a "hazardous substance" by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, the Toxic Substances Control Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the foregoing (i) No Impediments To Seller's actual knowledge(with no duty of inquiry). (i) the Property is not subject to any neighborhood conservation or preservation distncts or any 8 historical designations, and does not mclude any archeological site, burial site, artifact or other condition of archeological or historical significance, (ii)no portion of the Property has been used as an Indian burial ground or contains any buried Indian artifacts; (m) there exists no governmental policy or action precluding or mhibitmg the (1) issuance of grading or building permits with respect to the Property, (2) approval of precise engineering plans or preliminary or fmal plats with respect to the Property, (3) issuance of certificates of occupancy for residences properly constructed on the Property, or (4) issuance of water, sewer, or other utility connection permits affecting the development of the Property, and (iv) there are no adverse soil or PIN geological conditions affecting the Property that could materially and adversely affect the Property or the construction of single family residences thereon without the need for unusual or new subsurface excavations, fill, footings, caissons or other installations (j) No Transfer or Agreements. For so long as this Agreement remams in effect, Seller shall not encumber or permit or suffer the further encumbrance of the Property or any part thereof or interest therein, or assign, convey, lease or transfer any part thereof or interest therein Seller has not entered, and shall not (without the prior written consent of Buyer), enter any contract or obligation affecting the Property which will be binding upon Buyer after the Closing other than as disclosed in the Title Report (k) No Parties in Possession There are no parties in possession of the Property or any part thereof, and after the Closing there shall not be any leases, rental agreements, or other rights of use or occupancy, whether express or implied, oral or written, affecting the Property (1) Current Encumbrances. Any current encumbrance against the Property, as evidenced by a note secured by a deed of trust, or otherwise, will be satisfied and removed as an encumbrance of record against the Property in connection with the close of escrow For the purposes of this Agreement, the knowledge, actual knowledge or best knowledge of the Seller shall be deemed to be the knowledge, actual knowledge or best knowledge(as applicable) 8 No Alteration of the Condition of the Property. During the term of this eIN Agreement the Seller shall not cause the condition or character of the Property to be altered from that which exists as of the date hereof, and, subject to normal wear and tear, Seller shall maintain the Property in its current physical condition 9 Attorney Fees. If either Party hereto breaches any provisions of this Agreement,the breaching Party shall pay to the non-breaching Party all reasonable attorney fees and other costs and expenses incurred by the non-breaching Party in enforcing this Agreement or preparmg for legal or other proceedmgs regardless of whether suit is instituted 10 Notices. All notices or other communications required or provided to be sent by either Party or Escrow Agent shall be in writing and shall be sent by United States Postal Service, postage prepaid, return receipt requested, courier, any nationally recognized overnight delivery service, or in person Any such notice sent by registered or certified mail,return receipt requested shall be deemed to have been duly given and received seventy-two (72)hours after the same is so addressed and mailed with postage prepaid Notices delivered by overnight service 9 shall be deemed to have been given twenty-four (24) hours after delivery of the same, charges prepaid, to U S Postal Service or private courier Any notice or other document sent by any other manner shall be effective only upon actual receipt thereof All notices shall be addressed to the party at the address below If to Seller Donna R. O'Malley and Carts James O'Malley 1633 E. 2°a Ave Apache Junction, AZ 85119 If to Buyer Assistant City Manager Bryant Powell 300 E Superstition Blvd Apache Junction, AZ 85119 With a copy to. City Attorney R. Joel Stern 300 E Superstition Blvd. Apache Junction, AZ 85119 Any address or name specified above may be changed by notice given to the addressee by the other Party in accordance with this Paragraph 12 The inability to deliver because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept Any notice to be given by any party hereto may be given by the counsel for such party Any notice to be given to Escrow Agent shall be sent to the address set forth in Paragraph 3(a)above 11 Seller's Remedies Subject to those nghts of insurance and indemnity that are expressly described as surviving the termination of this Agreement, if Buyer shall breach any of the terms or provisions of this Agreement or otherwise defaults at or prior to the Closing, Seller /"N may, as its sole and exclusive remedy, either waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof, or terminate this Agreement Buyer and Seller acknowledge that it would be extremely difficult and impractical, if not impossible, to ascertain with any degree of certainty the amount of damages which would be suffered by Seller if Buyer fails to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives all other nghts or remedies which may be available to it at law or in equity. 12 Buyer's Remedies. In the event of a default or breach by Seller hereunder, Buyer shall have the nght to reimbursement from Seller for Buyer's actual out-of-pocket expenses incurred in connection with the transaction contemplated by this Agreement and the proposed development of the Property, together with all other rights and remedies available to it at law and in equity, including the right to seek specific performance of Seller's obligations hereunder, but in no event shall Buyer have the nght to seek or recover special, exemplary or consequential damages from Seller 10 13 Survival of Covenants, Agreements, Representations and Warranties All covenants, agreements, representations and warranties set forth in this Agreement shall survive the Closing and shall not merge into any deed or other instrument executed or delivered in connection with the transaction contemplated hereby 14 Modification of Agreement No modification of this Agreement shall be deemed effective unless in wntmg and signed by the Parties hereto, and any waiver granted shall not be deemed effective except for the instance and in the circumstances particularly specified therem esiN and unless m writing and executed by the Party against whom enforcement of the waiver is sought 15 Further Instruments Each Party, promptly upon the request of the other or upon the request of Escrow Agent, shall execute and have acknowledged and delivered to the other or to Escrow Agent, as may be appropnate, any and all further instruments reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement and which are consistent with the provisions hereof 16 Entire Contract This Agreement constitutes the entire contract between the parties with regard to the purchase, sale and development of the Property All terms and conditions contamed in any other writings previously executed by the parties and all other discussions, understandings or agreements regarding the Property and the subject matter hereof shall be deemed to be superseded hereby 17 Inurement. This Agreement shall be bmding upon and inure to the benefit of the successors and assigns, if any, of the respective Parties hereto. 18 Commissions. Each Party warrants and represents to the other that no real estate sales or brokerage commissions, or finder's fees, are or may be due in connection with this transaction as a result of the act of the Party so warranting 19 Time Periods If the time for performance of any obligation hereunder expires on a Saturday, Sunday or legal holiday, the time for performance shall be extended to the next day which is not a Saturday, Sunday or legal holiday 20 Severability The Parties each believe that the execution, delivery and performance of this Agreement are in compliance with all applicable laws However, in the unlikely event that any provision of this Agreement is declared void or unenforceable (or is construed as requinng Buyer to do any act in violation of any applicable laws, including any constitutional provision, law, regulation, or city code), such provision shall be deemed severed from this Agreement and this Agreement shall otherwise remain m full force and effect, provided that this Agreement shall retroactively be deemed reformed to the extent reasonably possible in such a manner so that the reformed agreement (and any related agreements effective as of the same date) provide essentially the same nghts and benefits (economic and otherwise) to the Parties as if such severance and reformation were not required. Unless prohibited by applicable laws, the Parties further shall perform all acts and execute, acknowledge and/or deliver all amendments, instruments and consents necessary to accomplish and to give effect to the purposes of this Agreement, as reformed. 11 Asek ,ON 21 Conflict of Interest This Agreement is subject to, and may be terminated by Buyer in accordance with, the provisions of A R S § 38-511 22 Assignment Neither Party may assign their rights under this Agreement. 23 Counterparts This Agreement may be executed simultaneously or m counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement 24. Recordation. This Agreement shall not be recorded. 25. IRS Real Estate Sales Reporting. Buyer and Seller hereby appoint Escrow Agent as, and Escrow Agent agrees to act as, "the person responsible for closing"the transaction which is the subject of this Agreement pursuant to § 6045(e) of the Internal Revenue Code of 1986, as amended (the "Code") Escrow Agent shall prepare and file IRS Form 1099-S and shall otherwise comply with the provisions of§ 6045(e)of the Code only to the extent such provisions apply to sellers of real property Escrow Agent shall indemnify, protect, hold harmless and defend Seller, Buyer and their respective attorneys for, from and against any and all claims, actions, costs, loss, liability or expense arising out of or in connection with the failure of Escrow Agent to comply with the provisions of this Paragraph 25. 26 Applicable Law The terms and conditions of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona Any action at law or in equity brought by either Party for the purpose of enforcing a right or nghts provided for in this Agreement, shall be tried in a court of competent jurisdiction in Pinal County, State of Arizona The Parties hereby waive all provisions of law providing for a change of venue in such proceedmg to any other county or for removal to federal court In the event either Party shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition in this Agreement, it is mutually agreed that the prevailing Party in such action shall recover all costs mcluding. all litigation and appeal expenses, collection expenses, reasonable attorneys' fees, necessary witness fees and court costs to be determined by the court in such action 27 Section 1031 Exchange The parties agree that either party may utilize the Property in connection with a so-called Section 1031 tax free exchange and both parties agree to cooperate with each other in connection therewith, mcludmg but not limited to the execution of documents required m connection with convertmg this transaction into an exchange transaction, all at no cost or liability to the cooperating party and without any delay in the Closing Date. IN WITNESS WHEREOF,the Parties hereto have entered into this Agreement as of the day and year first above written Buyer Seller Bryant Powell Donna R O'Malley 12 Assistant City Manager Cans James O'Malley Approved as to form R Joel Stern 13 ESCROW AGENT ACCEPTANCE: The undersigned Escrow Agent accepts this Agreement as its escrow instructions and agrees to perform the acts applicable to Escrow Agent in accordance with the terms of this Agreement Specifically, Escrow Agent understands, acknowledges and agrees to the provisions of Paragraph 25 labeled "IRS Real Estate Sales Reporting" above Escrow Agent acknowledges its receipt of both the First Deposit and a fully executed original of this Agreement as of the date set forth underneath its signature below, and such date shall be deemed the date of the "Openmg ON of Escrow" CHICAGO TITLE AGENCY By Tnsha Getz Its Manager Date- (the "Openmg of Escrow") ON 14 LIST OF EXHIBITS A - Legal Description of the Property B - Standard Escrow Instructions C - Form of Special Warranty Deed ^ EXHIBIT"A" LEGAL DESCRIPTION OF THE PROPERTY W%2 NW SW NW SW OF SEC 22-1N-8E EXC W-50' DEEDED TO THE CITY OF AJ(.39 AC FOR R/W) 87 AC /'1 eIN Exhibit A/Page 1 EXHIBIT`B" STANDARD ESCROW INSTRUCTIONS SELLER AND BUYER WILL. 1. Deposit with Escrow Agent all documents necessary to complete the sale as established by the terms of these instructions and authorize Escrow Agent to em deliver or record said documents as required herein 2. Direct that all money payable be paid to Escrow Agent unless otherwise specified 3 Authorize Escrow Agent to act upon any statement furnished by a lien holder or his agent, without liability or responsibility for the accuracy of such statement 4 Authorize Escrow Agent to pay from available funds held by it for said purpose amounts necessary to procure documents and to pay charges and obligations necessary to consummate this transaction 5 Direct that the disbursement of any funds shall be made by check of Escrow Agent 6. Direct that when these instructions and all title requirements have been complied with Escrow Agent shall deliver by recording in the appropnate public office all necessary documents, disburse all funds and issue the title insurance policy. 7 Indemnify and save harmless Escrow Agent against all costs, damages, attorney's fees, expenses and liabilities, which it may incur or sustain in connection with these instructions any interpleader action, or any servicing account arising herefrom (except for any wrongful acts or negligence on the part of Escrow Agent)and will pay the same on demand. SELLER AND BUYER AGREE. 8. Escrow Agent has the right to resign upon written ten day notice, if such right is exercised, all funds and documents shall be returned to the party who deposited them 9 Escrow Agent shall not accept payments under a cancellation notice, unless m cash,certified or cashier's check or money order 10 Should Escrow Agent be closed on any day of compliance with these instructions, the requirement may be met on the next succeeding day Escrow Agent is open for business 11 Time is of the essence of any agreement to pay or perform hereunder which agreement shall remain unpaid or unperformed as of Closing No payment of Buyer of such amounts shall be received or receipted for by Escrow Agent unless Exhibit B/Page 1 all amounts due as of the date of compliance are paid unless and until wntten authority therefor has been delivered to Escrow Agent by the payee of said amount 12 Escrow Agent may at anytime, at its discretion, commence a civil action to interplead any conflicting demands to a Court of competent junsdiction 13. It is fully understood that Chicago Title Agency serves as an escrow agent only in connection with these instructions and cannot give legal advice to any party hereto 14. The title insurance provided for unless otherwise specified, shall be evidenced by the standard form of title insurance policies on file with the Insurance Director of the State of Anzona subject to exceptions shown in the commitment for title insurance and title insurance policy issued. Exhibit B /Page 2 EXHIBIT"C" After Recording Return To. City of Apache Junction City Attorney 300 E Superstition Blvd Apache Junction,AZ 85119 SPECIAL WARRANTY DEED For and in consideration of Ten Dollars, and other valuable consideration, DONNA R O'MALLEY AND CARIS JAMES O'MALLEY ("Grantors"), hereby conveys to the CITY OF APACHE JUNCTION, an Arizona municipal corporation, whose address is 300 East Superstition Blvd., Apache Junction, AZ, 85119 ("Grantee"),the following real property situated in Apache Junction, Pmal County, Arizona, together with all rights and privileges appurtenant thereto. W'A NW SW NW SW OF SEC 22-1N-8E EXC W-50' DEEDED TO THE CITY OF AJ ( 39 AC FOR R/W) 87 AC and subject to current 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 or physical inspection of the real property would disclose Grantor hereby binds itself and its successors to warrant and defend the title, as against all acts of the Grantor herein and no other. No other warranties, express or implied, are given by Grantor by reason of this conveyance. DATED this day of , 2015 [Signatures on Following Page] Exhibit C /Page 1 GRANTORS Donna R. O'Malley Cans James O'Malley STATE OF ARIZONA ) ) ss. County of Pinal ) This instrument was acknowledged before me this of , 2015, by , the of the Notary Public NOTARY SEAL Exhibit C /Page 2 Aetia City of Apache Junction, Arizona 300E Superstition Boulevard Junction AZ 85119 tt Apache J Agenda Item Cover Sheet r Agenda Item No.4. File ID: 14-691 Sponsor Kathy Connelly Agenda Date•3/2/2015 Index. City Internal Issue In Control City Council Work Session Discussion of dates for interview of city manager position finalists Council may wish to hold special executive sessions during the two extra weeks between March and April meetings to conduct interviews for city manager position finalists Attachments: City of Apache Junction,Arizona Page 1 Printed on 2/23/2015 FEBRUARY 10, 2015 MEMORANDUM TO HONORABLE MAYOR AND CITY COUNCIL MEMBERS THROUGH GEORGE R HOFFMAN, CITY MANAGER FROM: KATHLEEN CONNELLY, CITY CLERK SUBJECT. WORK SESSION ITEM FOR MARCH 2, 2015 AND REGULAR MEETING ITEM FOR MARCH 3, 2015 — SPECIAL EXECUTIVE SESSION (INTERVIEWS OF CITY MANAGER POSITION FINALISTS) The internal recruitment for the city manager positions will close Thursday, February 19, 2015 at 5:00 p.m. Copies of the applications from qualified applicants will be given to you in the context of an executive session on Monday, March 2, 2015 Council may wish to hold a special executive session for the purpose of interviewing final applicants for the city manager position. If so, you may want to consider doing so during the weeks of March 23 or March 30 as these are extra weeks between the March and April council meeting schedules Discussion of executive sessions will be placed on your March 2 work session and on your March 3 regular agenda for selection of the specific dates, times and locations �_ 300E Superstition 1(#1rit'1%` City ofApache Junction, Arizona Boulevard -� ' ' .' Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.5. d-'..._,. File ID: 14-696 Sponsor Bryant Powell Agenda Date 3/2/2015 Index' In Control. City Council Work Session Presentation and discussion on the Classification and Compensation Study by staff and a representative of Public Sector Personnel Consultants Staff will also discuss plans for the implementation of the new classification and compensation plan Attachments City of Apache Junction,Arizona Page 1 Printed on 2/23/2015