HomeMy WebLinkAbout2014 12.01 City Council Work Session Agenda re�c � City of Apache Junction, Arizona Meeting location:
City Council Chambers
at City Hall
Agenda 300 E.Superstition Blvd.
\ - g Apache Junction,AZ
\YZONr 85119
City Council Work Session
apachejunctionaz.gov
Ph:(480)982-8002
Monday, December 1,2014 7:00 PM City Council Chambers
A. CALL TO ORDER
B. ROLL CALL
C. AGENDA ITEMS
1. 14-537 Presentation and discussion on proposed Land Exchange
Agreement Project No. ED-14-01, exchange of city-owned land
(former Library/WUCFD Building at 112 E. 2nd Ave.) in downtown
Apache Junction for private land (two dilapidated apartment
complexes located at 180 N. & 184 N. Apache Trail) also located in
downtown Apache Junction. Presentation and discussion.
Sponsors: Janine Solley
Attachments: Staff Memo Land Exchange Bid
Land Exchange Bid Submittal
2. 14-509 Discussion on the boards and commissions interview and
appointment process. Discussion only.
Sponsors: Robin Barker
D. ADJOURNMENT
Copies of this agenda and additional information regarding any of the items listed above may be
obtained Monday through Thursdays, 7:00a—6:00p, 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 611512026
City of Apache Junction, Arizona 300 E Superstition
Boulevard
U z Agenda Item Cover Sheet Apache Junction,AZ 85119
` Agenda Item No. 1.
'+PizoN* File ID: 14-537
Sponsor: Janine Solley Agenda Date: 12/1/2014
Index: In Control: City Council Work Session
Presentation and discussion on proposed Land Exchange Agreement Project No.
ED-14-01, exchange of city-owned land (former Library/WUCFD Building at 112 E. 2nd
Ave.) in downtown Apache Junction for private land (two dilapidated apartment complexes
located at 180 N. & 184 N. Apache Trail) also located in downtown Apache Junction.
Presentation and discussion.
City of Apache Junction,Arizona Page 1 Printed on 611512026
r
_.AA1
1,Le4l
Surro
DATE: November 19, 2014
MEMORANDUM TO: The Honorable Mayor and City Councilmembers
MEMORANDUM THROUGH: Bryant Powell, Assistant City Manager
MEMORANDUM FROM: Janine Solley, Principal Economic Dev Specialist
SUBJECT: Land Exchange Bid Submittal & Staff Recommendation
On October 15, 2014, the City of Apache Junction released a Notice Inviting Bid Proposals,
Project No. ED-14-01. The notice invited bids from parties interested in a parcel of city-
owned land located at 112 E. 2nd Ave. in downtown Apache Junction. The property consists
of approximately 0.10 acres of land and a 1,764 square foot building.
The notice specified that the City strongly preferred an exchange for other property located
within the Crossroads Redevelopment Area with an approximate equal value, but in no
event less than the value of the city-owned parcel.
Sealed bids were received in the City Clerk's office until 3:OOpm MST on Wednesday,
November 19, 2014. At the bid opening, there was one bid from WGG Partners, LLC, a
Delaware limited liability company.
The WGG Partners, LLC bid proposes an exchange of the city-owned parcel for Lots 1
through 9, inclusive and Tract A, Trailway Apartments, according to Book 12 of Maps, Page
34, records of Pinal County, Arizona.
Staff respectfully recommends Council approve the Exchange Agreement and move
forward with the land exchange as outlined in the proposal.
GAMMAGE & BURNHAM, PLC
ATTORNEYS AT LAW
TWO NORTH CENTRAL AVENUE
FIFTEENTH FLOOR TELEPHONE (602) 2S6-0666
PHOENIX, ARIZONA SS004-4470 FACSIMILE (602) 256-447S
WRITERS DIRECT LINE
November 17, 2014
Timothy J. Martens (602)256-4453
hnartens@gbiaw.com
LAND EXCHANGE BID
Sent Via Hand-Delivery and Overnight Delivery
City of Apache Junction, Arizona
Attention: City Cleric
300 East Superstition Boulevard
Apache Junction, Arizona 85119
Re: Response to Notice Inviting Bid Proposals Project No. ED-14-01
Dear Sirs:
This letter constitutes a bid by WGG Partners, LLC , a Delaware limited liability
company, in response to the Notice Inviting Bid Proposals identified above with respect to the
proposed exchange of property owned by the City of Apache Junction, Arizona identified as Pinal
County Assessor's Map Parcel No. 101-21-050 as described in the attached Notice Inviting Bid
Proposals.
WGG submits its bid and offers to exchange the property described in the attached
Exchange Agreement on and subject generally to the terms described in the attached agreement.
Please let us know if there is any additional information you require concerning the
property offered by WGG Partners, LLC or WGG Partners, LLC.
Thank you very much.
Very truly yours,
GAMMAGE &BURNHAM, P.L.C.
y
Timotjy J. Martens
TM/dj c 1
cc: Herbert S. Madan
7784.2.844614.1 U/17/2014
NOTICE INVITING BID PROPOSALS
FOR
EXCHANGE OF CITY-OWNED LAND IN DOWNTOWN APACHE JUNCTION, ARIZONA
FOR PRIVATE LAND ALSO LOCATED IN DOWNTOWN APACHE JUNCTION, ARIZONA
PROJECT NO. ED-14-01
In accordance with Arizona Revised Statutes § 36-1480, the City of Apache Junction, Arizona, is inviting
bids from parties interested in a parcel of city-owned land located at 112 E. 2nd Avenue in downtown
Apache Junction, AZ. The property, subject to easements, restrictions and encumbrances of record
consists of approximately 0.10 acres of land and a 1,764 square foot building. The parcel is shown on
the Final County Assessor's Map Book 10, Parcel No. 101-21-050. The parcel is zoned B-3 and is
depicted on Exhibit A, attached hereto.
Future use of the parcel must comply with all applicable city and state laws and regulations, and be
developed in accordance with the redevelopment plan for the Crossroads Redevelopment Area ("CRA")
and align with the vision and goals set forth in the City Council-adopted Downtown Redevelopment&
Implementation Strateqv ("DRIS").
The City strongly prefers an exchange for other property located within the CRA (boundaries of the CRA
can be found in the redevelopment plan). The proposed property to be exchanged must be of
approximate equal value, but in no event less than the value of the identified City-owned parcel.
Persons wishing to submit a bid are responsible for conducting their own investigation, title examination
and all other due diligence concerning the City-owned land. The City assumes no responsibility or
liability in connection with the investigation, title review or other due diligence activities of prospective
bidders or other persons.
Bid forms, redevelopment plans and maps are on file and available Monday through Thursday, 7:00am—
6:00pm at the City Clerk's office at 300 E. Superstition Blvd., Apache Junction, AZ.
Each bidder shall provide such information as may be required by the City as evidence that he/she is
qualified to successfully execute an exchange of property. The City will not accept any land with
delinquent tax or other liabilities owed to Pinal County.
Bids must be submitted in the form of a sealed letter with the words "Land Exchange Bid" and
addressed to the City Clerk at the above address.
Sealed bids will be received in the City Clerk's office until:
3:00 PM, MST, WEDNESDAY, NOVEMBER 19, 2014
at which time and place the bids will be opened and read as a matter of public information.
Any bid received after the closing time will be returned unopened. The City of Apache Junction reserves
the right to reject any/all bids received, and to waive technicalities and informalities.
The City Manager, or his designee, will review all bids received, and will select the exchange proposal
that offers the most public benefit and is consistent with the redevelopment plan. The City will finalize the
transaction with the successful bidder within a reasonable amount of time from the bid acceptance by the
city council unless arranged otherwise by agreement of both parties.
Additional information can be obtained from the Principal Economic Development Specialist,Janine Solley
at (480) 474-5076.
KATHLEEN CONNELLY c'/� ✓`"
City Clerk
Attachment: X yet
Exhibit A—Map of City-owned property
EXHIBIT A
e�
tall
w
ss �
ff
dvrl Yas
OI A-
0!jn '
Q Y �✓ 1 � i
�.: r
.:�d?.,�ar,,I V o
y l O
I Vie- J F
a eo;ooTo�oa�aoo$60- 81
n 1
p�
r
3 __ ....-.,_�
C
,-
111 M .
srcw
DRAFT
1.0-8-14
PROPERTY EXCHANGE AGREEMENT
This Property Exchange Agreement (this "A Bement") is made effective as of December
2014 (the "Effective Date"), by and between WGG PARTNERS, LLC, a Delaware limited
liability company ("WGG"), and the CITY OF APACHE JUNCTION, an Arizona municipal
corporation("City"), collectively referred to as the"Parties"or individually as a"Party".
RECITALS
A. WGG owns Lots 1-9 and Tract A of Trailway Apartments in Apache Junction, Pinal
County, Arizona, more particularly described in Exhibit A-1 and depicted in Exhibit A-2, both
incorporated herein by this reference(the "WGG Property"),
B. City owns Lots 50 and 51 of Apache Junction Plaza in Apache Junction, Pinal
County, Arizona, more particularly described in Exhibit B-1 and depicted in Exhibit B-2, both
incorporated herein by this reference(the "City Property").
C. The WGG Property and the City Property are sometimes referred to collectively in
this Agreement as the"Subject Pronert
D. WGG and City desire to cause the exchange of the WGG Property and the City
Property on the terms and conditions provided for in this Agreement.
AGREEMENT
1. Exchange. WGG and City agree to cause the exchange of the WGG Property
and the City Property, on the terms set forth in this Agreement. WGG and the City hereby agree that
the value of the WGG Property is approximately equal to, but in no event less than, the value of the
City Property and the other costs required to be incurred or paid by the City pursuant to this
Agreement.
2. Escrow. Upon execution of this Agreement by WGG and City, the parties
shall cause an escrow (the "Escrow") to be established with First American Title Insurance
Company, National Commercial Services, 2425 E. Camelback Road, Suite 300, Phoenix, Arizona
85016 (Attn: Tom Anzaldua) ("Escrow Agent").As used herein,the term "Opening of Escrow" shall
mean the day on which Escrow Agent receives a copy of this Agreement executed by both WGG and
City. The parties shall deliver to Escrow Agent an executed copy of this Agreement, which shall
constitute instructions to Escrow Agent. If required by Escrow Agent, the parties shall execute the
printed form escrow instructions used by Escrow Agent including any mutually acceptable
modifications thereto (the"Escrow Instructions"),to which shall be attached an executed copy of this
Agreement,and which together shall constitute instructions to Escrow Agent.If any of the provisions
of this Agreement conflict with the Escrow Instructions, the provisions of this Agreement shall
govern and control.No provision of the Escrow Instructions shall excuse any performance by either
party at the times provided in this Agreement,extend the Closing Date provided for herein or provide
either party hereto with any grace period not provided in this Agreement, and any such provision in
the Escrow Instructions shall be deleted.
3. Closing. Consummation of the exchange provided for herein (the "Closing")
shall take place on the Closing Date (as defined herein) through the Escrow at the offices of Escrow
Agent, or at such other place as WGG and City mutually agree in writing. For purposes of this
Agreement, the "Closing Date" shall mean that day that is thirty (30) days after all necessary
approvals have been obtained from the City for the consummation of this transaction. "Ap rp oval" by
the City shall mean collectively (i) compliance with all applicable statutes requiring notice, public
hearing,public bid or auction, or other actions by the City prior to the disposition of the municipally-
owned property to the extent such notice or other action is required in the judgment of the City
Attorney; (ii) approval by all municipal departments and agencies that grant a specific approval; (iii)
the enactment of a resolution or ordinance by the Apache Junction City Council authorizing this
transaction, which Council action may pass or fail in the Council's sole and absolute discretion
without regard to other departmental approvals or recommendations; and (iv) the expiration of all
applicable appeal and referendum periods without appeal or referendum occurring; provided,
however, that in the event the Closing has not occurred for any reason as of Faiqua33%3_l—_, }3
December 3 1; 2014, and the parties have not agreed to extend such date, then either party may
terminate this Agreement by written notice to the other party and Escrow Agent. City agrees that it
will diligently process all approvals required for the consummation of this transaction. In the event of
Approval, at or prior to the Closing, each of the parties shall execute and deliver such documents and
perform such acts as are provided for herein, or as are necessary, to consummate the transaction
contemplated hereunder. All obligations of the parties to be performed at or prior to Closing are
conditions precedent to the Closing as well as covenants.
4. Prorations; Closing Costs. Real estate taxes and assessments shall be
prorated by Escrow Agent through Escrow as of the Closing Date based on the latest available
information. If such information is changed or newer information is provided after Closing, as a
result of tax protests, tax refunds or changes in the tax rates, then the parties shall make such
payments, one to the other, outside of Escrow, as is necessary to adjust the proration of taxes and
assessments to the actual amounts, At Closing, City shall pay the escrow fee payable to Escrow
Agent with respect to the Closing and all other fees, recording costs, charges or expenses incidental
to the exchange of the Subject Property.
5. WGG Actions. At Closing, WGG shall deliver to Escrow Agent the
following documents, each fully executed, acknowledged and in proper form for recording (as
applicable):
a. a Special Warranty Deed conveying the WGG Property to City, in the form
attached hereto as Exhibit C (the "WGG Property Deed");
b. an Affidavit of Property Value pertaining to the WGG Property, prepared by
Escrow Agent and in the form required by Arizona law;
C. an Affidavit of Non-Foreign Person pertaining to the WGG Property;
d. an Affidavit of Property Value pertaining to the City Property, prepared by
Escrow Agent and in the form required by Arizona law;
e. a pre-audit settlement statement mutually and reasonably agreed to by the
parties, reflecting the terms of this Agreement(the"Settlement Statement"); and
2
£ such other documents as may be reasonably necessary to enable Escrow
Agent to issue the title policy to WGG and to otherwise fulfill the covenants and obligations
to be performed by WGG pursuant to this Agreement.
6. City Actions. At Closing, City shall deliver to Escrow Agent the following
documents, each fully executed,acknowledged and in proper form for recording(as applicable):
a. a Special Warranty Deed conveying the City Property, in the form attached
hereto as Exhibit D(the"City Property Deed");
b. an Affidavit of Property Value pertaining to the City Property, prepared by
Escrow Agent and in the form required by Arizona law;
C. an Affidavit of Property Value pertaining to WGG Property, prepared by
Escrow Agent and in the form required by Arizona law;
d. the Settlement Statement; and
e. such other documents as may be reasonably necessary to enable Escrow
Agent to issue the title policy to City and to otherwise fulfill the covenants and obligations to
be performed by City pursuant to this Agreement.
7. Escrow Agent Actions. After verifying the execution, acknowledgment and
delivery of the items set forth in Sections 5 and 6 above, and the satisfaction of all requirements to
Escrow Agent's issuance of the title policies,Escrow Agent shall take the following actions:
a. record the WGG Property Deed, City Property Deed and this Agreement in
the official records of Pinal County,Arizona,with no intervening documents recorded;
b. pay prorated items and closing costs in accordance with the Settlement
Statement;
C. deliver to WGG the original recorded City Property Deed and copies of all
other documents deposited with Escrow Agent;
d, deliver to City the original recorded WGG Property Deed and copies of all
other documents deposited with Escrow Agent; and
e. comply with any other instructions given by the parties in connection with the
Closing, so long as such instructions are not inconsistent with the terms of this Agreement or
the instructions of the other party.
8. Title Reports. As soon as reasonably possible after the Opening of Escrow,
Escrow Agent shall issue to both WGG and City a preliminary title report with respect to each of the
WGG Property and the City Property incident to the issuance of the title policies referred to in
Paragraph 9 below. Such title reports shall include legible copies of all matters shown on Schedule
"B" thereto. If any matters indicated as exceptions in such reports (other than the standard printed
3
exclusions or exceptions) are reasonably objected to by either party, the objecting party shall deliver
written notice to the other party and Escrow Agent on or before fifteen (15) days after receipt of said
report specifying in reasonable detail the matter to which such party objects. With respect to any
amended reports the patties shall have until three (3) days after receipt of such amended reports to
notify the other party and Escrow Agent in writing of any exceptions or matters not previously
disclosed to which either party objects, which notice shall specify in reasonable detail the matter to
which such party objects. After receipt of a parry's objections, the other patty may elect (but is not
required) to attempt to eliminate the matters to which the objecting party has objected or to cause
Escrow Agent to insure over said matters. If such title objections are not cured or insured over to the
reasonable satisfaction of the objecting party on or before the Closing,then the objecting party,as its
sole remedy with respect to the failure of the other party to cure or insure over such objections, shall
have the right to terminate this Agreement and its obligations hereunder by written notice to the other
patty and Escrow Agent. In all events, and without any requirement of prior objection, either party
may terminate this Agreement if there are any monetary encumbrances or liens affecting title to the
applicable Subject Property at Closing other than taxes and assessments not yet due. WGG or City
shall remove any liens or monetary encumbrances arising from such patty's acts.
9. Title Condition. At Closing, the Escrow Agent shall furnish to WGG with
respect to the City Property, and to City with respect to the WGG Property a standard coverage
owner's title insurance policy (or, at either party's option, an extended coverage policy) issued by
Escrow Agent, or the unconditional commitment of Escrow Agent to issue such policy in amounts
required by the Parties hereto, subject only to the printed exceptions normally contained in such
policies, and the matters approved by the respective Party. City shall pay the premium charged for
the title policies, including any additional amounts charged for extended coverage and any title
policy endorsements.
10. Inspection of Property/Indemnification. WGG, as to the City Property, and
City as to the WGG Property, shall be entitled to enter the other party's property at reasonable times
after the Opening of Escrow, and for a period of thirty (30) days thereafter (the"Feasibility Period")
to conduct such examinations, inspections or tests that such party may deem appropriate the
circumstances. If at any time prior to the expiration of the Feasibility Period, City determines, in its
sole discretion, that the WGG Property is not suitable for its contemplated purposes, City shall have
the right to terminate this Agreement and its obligations hereunder by written notice to the other
Party and Escrow Agent. The Parties shall have the right to conduct, and shall be responsible for,
such examinations, inspections or tests as the parties deem necessary and appropriate and each Party
shall comply with all federal, state and local laws which might in any way relate to such
examinations, inspections or tests. The Parties shall promptly restore the property they have
inspected after any such entry to its pre-inspection condition. If requested by a Party, the other Party
shall provide evidence of public liability insurance(or in the case of the City, an established self or
pool insurance program) naming the other as an additional insured, and in such amounts as the
requesting party may reasonably require. Each Party shall indemnify,defend,pay and hold harmless
("Indemnify") the other for, from and against any and all obligations, liabilities, claims, damages,
costs, expenses and fees (including reasonable attorneys' fees and costs) arising from the entry,
examinations, inspections,tests or restoration conducted by such Party.Notwithstanding anything in
this Agreement to the contrary, each Party's obligation to restore and Indemnify shall survive the
Closing or any termination of this Agreement.
4
11. Covenants of City. As additional consideration for WGG's agreement to
consummate this transaction, City hereby covenants as follows:
a. Lot 9. City agrees that it will use its reasonable efforts to assist WGG in
acquiring fee simple title to Lot 9 of Apache Junction Plaza ("Lot 9"), In no event shall the
City be required to exercise its powers of eminent domain, unless such action is determined
by the City Council to be appropriate and all requisite statutory, constitutional and common
law requirements are deemed satisfied by the City Council in their sole discretion. Lot 9 is
more particularly described on Exhibit E-I and depicted in Exhibit E-2 both incorporated
herein by this reference.This covenant shall survive the Closing of this Agreement.
b. Cooperation. WGG is party to that certain Agreement for Sale and Purchase
of Property dated July 1, 2014 between WGG,as Seller, and Barclay Group Venture Capital,
L.L.C., d/b/a Barclay Group ("Barclav"), as Purchaser(the "Purchase Agreement"), pursuant
to which Barclay is acquiring that certain real property described therein including the
property commonly known as Apache Junction Plaza, of which Lot 9 is a part ("Barclay
Property"). Subject to all applicable municipal requirements and without limiting the ultimate
discretion of the City Council, including but not limited to development compliance with the
general plan and redevelopment plan, among others, City hereby agrees that it will
reasonably cooperate with and use good faith efforts to process all zoning, permitting,
construction or other applications necessary or desirable to Barclay in connection with its
acquisition of the Barclay Property and the other properly to be acquired by Barclay under
the Purchase Agreement.This covenant shall survive the Closing of this Agreement.
12. Property Condition. Except as expressly set forth in this Agreement, each
Party acknowledges agrees that they are acquiring the other Patty's property without any
representations and warranties, express or implied from the transferring Party, with respect to any
aspect of such property. Each Patty is acquiring the other's property strictly in "AS IS" condition,and
each Party accepts and agrees to bear all risks regarding all attributes and conditions, latent or
otherwise of such property.Each Party has made or will make prior to the Closing its own inspection
and investigation of the property, including, without limitation, its subsurface, soil, engineering and
other conditions and requirements.
13, Miscellaneous.
a. Notice. All notices provided for hereunder shall be in writing and shall be
deemed given and received: (a) when personally delivered; (b) seventy-two (72) hours after
the same are deposited in the United States mail, postage prepaid, certified mail, return
receipt requested (provided the return receipt is received indicating the notice was delivered),
or (c) when delivered to a reputable overnight courier for next business day delivery,
provided sender obtains evidence of such delivery; addressed to the applicable party at the
address indicated below for such Party, or as to each Patty, at such other address as shall be
designated by such Party in a:written notice to the other Party, Although notices and
communications may be sent electronically, any electronic notice shall not be deemed to be a
notice that complies with the requirements of this Section 13(a)
5
If to WGG: WGG Partners,LLC
Attn: Herb Madan
2269 Chestnut Street,#659
San Francisco, CA 94123
Phone: (415) 699-5965
Email:herb_madan@yahoo.com
With a copy to: Gammage&Burnham
Attn: Timothy J.Martens
Two North Central, 15t°Floor
Phoenix,AZ 85004
Phone: (602)256-4453
Email:tmartens@gblaw.com
If to City: City of Apache Junction
Attn: City Manager Bryant Powell
300 East Superstition Boulevard
Apache Junction,Arizona 85219-2899
Phone: (480) 474-5066
Email: bbnowell nwaicitv.not
With a required copy to:
City of Apache Junction
Attn: City Attorney Joel Stern
300 East Superstition Boulevard
Apache Junction,Arizona 85219-2899
Phone: (480)474-2604
Email:;stna ciCv.nef
Escrow Agent: First American Title Insurance Company
Attn: Tom Anzaldua
2425 E. Canrelback Road, Suite 300
Phoenix,AZ 85016
Phone: (602)567-8113
Email:tanzaldua@firstam.com
b. Interpretation. The captions of the Sections of this Agreement are for
convenience only and shall not govern or influence the interpretation hereof.This Agreement
is the result of negotiations between the Parties and,accordingly, shall not be construed for or
against either Party regardless of which Party drafted this Agreement or any portion thereof.
Time is of the essence of this Agreement.
C. Successors and Assigns. All of the provisions hereof shall inure to the benefit
of and be. binding upon the personal representatives, heirs, successors and assigns of the
parties. Notwithstanding the foregoing, neither party shall assign its rights or interest in this
Agreement without the prior written consent of the other Party, which consent may be
granted or withheld in such Party's sole and absolute discretion. Any assignment in violation
6
of this Section 13(c) shall be void and not voidable and shall vest no rights in any purported
transferee or assignee.
d. Entire Agreement. This Agreement constitutes the entire agreement between
and reflects the reasonable expectations of the parties pertaining to the subject matter hereof.
All prior and contemporaneous agreements, representations and understandings of the
Parties,oral or written, are hereby superseded and merged herein.No change or addition is to
be made to this Agreement except by a written agreement executed by all of the Parties.
e. Further Documents. The Parties shall execute and deliver all such documents
and perform all such acts as reasonably requested by the other Party from time to time, prior
to and following the Closing,to carry out the matters contemplated by this Agreement.
f. Incorporation of Exhibits. All exhibits attached to this Agreement are by this
reference incorporated herein.
g. Applicable Law and Venue: The terns 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 Patty for the put-pose of enforcing a right
or rights 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 proceeding 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 including: 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.
h. Date of Performance, If the date of performance of any obligation or the last
day of any time period provided for herein should fall on a Saturday,Sunday or legal holiday,
then said obligation shall be due and owing, and said time period shall expire, on the first day
thereafter which is not a Saturday, Sunday or legal holiday.
i. Counterparts. This Agreement may be executed simultaneously or in
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one Agreement.
j. Default. In the event of a default by a Party, the Party claiming the default
shall deliver written notice to the Party claimed to be in default specifying the default in
reasonable detail. In the event that the Party claimed to be in default does not cure the
claimed default within twenty (20) days following receipt of such notice, the Party
claiming the default may, in its sole and absolute discretion, elect either: (i) to terminate
this Agreement, in which event neither Party shall have any further rights with respect to
this Agreement (except for obligations of Indemnity that are expressly stated to survive
the termination of this Agreement); (ii) to specifically enforce this contract; or (iii) to
seek any other available remedy at law or in equity.
7
k. Third Party Beneficiaries. No person or entity shall be a third party
beneficiary to this Agreement, except for permitted transferees, assignees. The Parties
expressly state and agree that Barclay, although mentioned in this Agreement, is neither a
Party to this Agreement nor a third-party beneficiary to this Agreement.
1. Integration. Except as expressly provided herein, this Agreement
constitutes the entire agreement between the Parties with respect to the subject matter
hereof and supersedes any prior agreement, understanding, negotiation or representation
regarding the subject matter covered by this Agreement.
in. Nonliability of City Officials. No City Council member, official,
representative, agent, attorney or employee of the City shall be personally liable to WGG
or to any successor in interest to WGG, in the event of any default or breach by the City
or for any amount which may become due to a party or its successors, or with respect to
any obligation of the City under the terms of this Agreement.
D. Conflicts of Interest. This Agreement is subject to, and may be terminated
by the City, in accordance with, the terms of A.R.S. § 38-511.
o. IRS Real Estate Sales Re_portin , The Parties 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 Internal Revenue Code Section 6045(e).
Escrow Agent shall prepare and file all informational returns, including without limitation,
the applicable IRS Form 1099-5 and shall otherwise comply with the provisions of Internal
Revenue Code Section 6045(e). Escrow Agent shall indemnify, protect, hold harmless and
defend WGG, City 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 Section 13 0 only to the extent such
provision applies to sellers of real property.
p. Area Map of all Properties. For contextual purposes Exhbit F depicts the
WGG Property,the City Property and Lot 9.
[Signatures on Following Page]
s
[Signature Page to Property Exchange Agreement]
IN WITNESS WHEREOF, WGG and City have executed this Agreement as of the date first
set forth above.
WGG: CITY:
WGG PARTNERS, LLC, a Delaware limited CITY OF APACI E JUNCTION, a municipal
liability company corporation
By: The Herbert S. Madan Revocable Trust
Under Agreement Dated April 23, 1997, By:
its sole Member Bryant Powell,Assistant City Manager
By: Attest:
Herb Madan,Trustee
City Clerk
Approved:
City Attorney
9
ACCEPTANCE BY ESCROW AGENT
The undersigned Escrow Agent accepts this Agreement and agrees to perform the acts
applicable to Escrow Agent in accordance with the terms of this Agreement. Escrow Agent
acknowledges it has received a fully executed original (or copy) of this Agreement as of the date set
forth underneath its signature below.
By:
Its:
Date: December—,2014
10
List of Exhibits
A-1 - Legal Description of WGG Property
A-2 - Map of WGG Property
B-1 - Legal Description of City Property
B-2 - Map of City Property
C - Special Warranty Deed for WGG Property
D - Special Warranty Deed for City Property
E-1 - Legal Description of Lot 9
E-2 - Map of Lot 9
F - Map of all Properties
11
EXMBIT A-1
LEGAL DESCRIPTION OF WGG PROPERTY
Lots I through 9, inclusive and Tract A, TRAILWAY APARTMENTS, according to Book 12 of
Maps, Page 34,records of Pinal County,Arizona.
EXHIBIT A-2
MAP OF WGG PROPERTY
(� Q
z g
cy) w a Q�
/\lDO
12�
w
Q ED Y m N y
m d U Z
O
F U
J
_Q
WWI,DIM B3S L
a
IDAHO RD.
O 11 1 O
- 0 1
/
c N t 2 �
/ � a
N
n/
o w O ri \0a 1
V V�
W P
O N
r
r
0
0
OL✓LOL dVW 33S
PLAZA OR.
co
�D/
L SEC 21
W W
Z
f— oarc Q
LLI
Zps — y U y
Q r aj Z U)
n�
N V
U =d
co
SEC 19
EXHIBIT B-1
LEGAL.(DESCRIPTION OF CITY PROPERTY
Parcel No. 1
Lots 50 and 51, of APACHE JUNCTION PLAZA, according to Book 10 of
Maps,page 41, records of Pinal County, Arizona.
EXCEPTING all coal, oil, gas and other mineral deposits, as reserved unto the
United States of America in the Patent of said land.
Parcel No. 2
An undivided 2/57°is interest in tracts "B" and "C" as set forth in declaration
recorded in Docket 316, Page 394.
EY MSIT B-2
MAP OF CITY PROPERTY
I
V: l
all
Z/l lZ—Wl dVA 33S
-i 7, OV021 N31S3Ha'VIM
pa
wj
It ,m ,oc ,cc
ono ® ® 00000 ® oo � ® oo$ o n
N � m
g
a o R O N Si o W
R O
OL
°' o Faa
i z R 4)MI OHM
Z
Pt—LOt dvA 33S
P
SW=
z �
z N
sm 2D
EXHIBIT C
SPECIAL WARRANTY DRRD FOR W GG PROPERTY
After Recording Return To:
SPECIAL WARRANTY DEED
For and in consideration of Ten Dollars, and other valuable consideration, WGG PARTNERS, LLC,
a Delaware limited liability company ("Grantor"), hereby conveys to the CYfY OF APACHE
JUNCTION, an Arizona municipal corporation, whose address is
("Grantee"), the following real property situated in Pinal County, Arizona, together with all rights
and privileges appurtenant thereto:
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 ,2014.
[Signatures on Following Page]
GRANTOR:
WGG PARTNERS, LLC, a Delaware limited
liability company
By: The Herbert S. Madan Revocable Trust
Under Agreement Dated April 23, 1997,
its sole Member
By:
Herb Madan,Trustee
STATE OF �)
ss.
County of )
This instrument was acknowledged before me this of 2014, by
the of the
Notary Public
NOTARY
SEAL
EXIRMIT D
SPECIAL WARRANTY DEED FOR CITY PROPERTY
After Recording Return To:
SPECIAL WARRANTY DEED
For and in consideration of Ten Dollars, and other valuable consideration, the CITY OF APACHE
JUNCTION, an Arizona municipal corporation ("Grantor"), hereby conveys to WGG PARTNERS,
LLC, a Delaware limited liability company, whose address is 2269 Chestnut Street; 4.659, San
Francisco; CA 94123 ("Grantee"), the following real property situated in Pinal County, Arizona,
together with all rights and privileges appurtenant thereto:
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 ,2014.
[Signatures on Following Page]
GRANTOR:
CITY OF APACHE JUNCTION, a municipal
corporation
By:
Its:
STATE OF ARIZONA )
ss.
County of Pinal )
This instrument was acknowledged before me this of 2014, by
the ofthe
Notary Public
NOTARY
SEAL
EXHIBIT E-1
LEGAL DESCRIPTION OF LOT 9
Lots 9, APACHE JUNCTION PLAZA, according to Book 10 of Maps, page 41, records of Pinal
County,Arizona(0009-00-1041);
TOGETHER WITH an undivided 1/57th interest in and to Tracts "B"and "C" designated on said plat
(TROB-00-1041,TROC-0001041);
EXCEPT all coal, oil, gas and other mineral deposits as reserved in Patent from the United States of
America;and
EXCEPT all uranium, thorium, or any other material which is or may be determined to be peculiarly
essential to the production of fissionable materials as reserved in Patent from United States of
America.
EXCEPTING all coal, oil,gas and other mineral deposits,as reserved unto the United States of
America in the Patent of said land.
EXHIBIT E-2
MAP OF LOT 9
,
§ lot ' \
£ 2 �
; 4
m �; _ a
��\}
OS3g3333323333aet3 ,
. : ± ; •S _ \
. / •3 .
Ez
K-i
. e , \
Q . . . , . . . . ,
7 R : SSS + SSSS3GSS� /
: ■ . _ . , -
2 ,
� �
3 = _ m
. �
£ ■ |` &
m �
GXMBIT F
MAP OF ALL PROPERTIES
)y '�''�"Y ,,J ,�,� •Y 4 �}� 'x
t/vAfirm",kOr
t
y5 J am,� - / ;a•
�kyff S�
x}py� '
l
P--lk
mac
IN
Y
,��-Rk.,''JT,ruS �.� \� t 1 ._: s 2 S"- .)•l ..emu Jw-{�.., w x ...� _.. ,... _ �Za
J � � � 'c jam,ai.�-+,+ �rt...i .f{�.¢' ✓.&s�mgFv pv�3 - -s.✓- ssyyi�'ry ate:.
i I
`h�^ r'� j Lt Py;� � t� III-a iYll1
CAI � 'I l r ?o I � � � .�+ �'r✓ � � � � 1
J b v 0 99
4� I j � '. e ) rN j" � �J •G`�c � � I j
N_
lealam 1 y
` 3 {
ot
7 1—
I ~ m
O Ooi1 fl0 � '
t
IJ CI I I I B I I J b .
°v
0 N Na _ O
� o �7 1'om+noW,a rza p O p? m fD
- ead m
'o v w Iy
K
n>r a O
u �
ID
6
N
City of Apache Junction, Arizona 300 E Superstition
> Apache Junction,Boulevard
85119
_� Agenda Item Cover Sheet p
` Agenda Item No.2.
'+atioa►' File ID: 14-509
Sponsor: Robin Barker Agenda Date: 12/1/2014
Index: In Control: City Council Work Session
Discussion on the boards and commissions interview and appointment process. Discussion
only.
Items of discussion may include a change in the manner of interviewing and selecting
applicants, appointing/reappointing people to multiple boards and commissions, etc.
City of Apache Junction,Arizona Page 1 Printed on 611512026