Exchange_Agreement_IGA_b-w_BUHSD_and_COB_-_06.30.26_0923_-_clean.pdf
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8073812.3
INTERGOVERNMENTAL AGREEMENT FOR EXCHANGE OF REAL PROPERTY AND
JOINT ESCROW INSTRUCTIONS
Effective Date:
July 7, 2026
District:
Buckeye Union High School, District #201
1000 E. Narramore Avenue
Buckeye, Arizona 85326
Attn: Dr. Steven Bebee, Superintendent
Phone:623-269-1000
Fax:623-269-1025
Email: Steven.Bebee@buhsd.org
with a copy to:
Gust Rosenfeld
125 E. Elm Avenue
Flagstaff, AZ 86001
Attn: Nathan Schott
Phone: 928-226-0000
Fax: 928-779-3621
Email: nschott@gustlaw.com
City of Buckeye:
Doug Sandstrom, City Manager
City of Buckeye
530 E. Monroe Ave.
Buckeye, Arizona 85326
Phone: 623-349-6993
Fax:
Email: dsandstrom@buckeyeaz.gov; clancaster@buckeyeaz.gov
with a copy to:
Tosca Henry, City Attorney
City of Buckeye
530 E. Monroe Ave.
Buckeye, Arizona 85326
Phone: 623-349-6985
Fax:
Email: thenry@buckeyeaz.gov; lchestnut@buckeyeaz.gov
Escrow Agent:
Pioneer Title Agency
1550 E Missouri Ave.
Phoenix, AZ
Attn: Jennifer Siverio
Phone: (602)328-8925
Fax: (___) ___-____
Email: Jennifer.siverio@ptaaz.com
Escrow#:
__________________________________
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District Property:
All that real property generally described on Exhibit “A” attached
hereto located in Maricopa County (“County”), City of Buckeye (the
“City”), State of Arizona (“State”), comprised of approximately 60.07
acres of land comprising a portion of that certain real property described
in that certain quitclaim deed recorded at Book 7431, Page 935, official
records of Maricopa County, bearing reputed Assessor’s Parcel Number
(APN) 504-20-004J (the “District Land”), including the District’s
rights, title and interests, if any, in and to all buildings, structures, signs,
fixtures, equipment and other improvements located on the District Land,
if any, all rights, privileges, easements, tenements, hereditaments, rights
of way and appurtenances that belong or pertain to the District Land,
including, without limitation, rights to all water, minerals, oil, gas and
other valuable substances on and under the District Land, all irrigation
ditches, irrigation systems, gates, valves, pumps, tanks and wells and
related equipment located on the District Land, air rights, if any, that
pertain to the District Land (collectively, the “District Real Property”);
together with (i) all development rights and credits, reimbursements,
reimbursement rights, credits, refunds, pre-paid utility fees or deposits
from the applicable governmental or quasi-governmental authority,
utility or other entity paid or payable in connection with or related to the
District Real Property, (ii) all plats, maps, surveys, reports, drawings,
specifications, engineering documents, studies and plans owned or held
by the District that pertain to the District Real Property or the use
thereof; (iii) all other personal or intangible property owned or held by
the District that pertains to the District Real Property or to the use
thereof, including, without limitation, all permits, authorizations,
approvals, licenses, entitlements, agreements, warranties and guaranties
(express or implied) issued to, and held in the name of, the District in
connection with the District Real Property, not otherwise precluded by
the terms hereof; (iv) any rights of the District to any adjoining or
adjacent strips or gores of property and any land lying within the bed of
any adjoining street; road, alley or right-of-way adjoining the District
Real Property, (v) all reversions, remainders, easements, rights-of-way,
appurtenances, agreements, licenses, tenements and hereditaments
appertaining to or otherwise benefiting or used in connection with the
District Real Property; and (vi) any other rights or privileges
appurtenant to the District Real Property or used in connection therewith
(collectively the “District Property”). The transfer of all non-
appurtenant water rights and authority to utilize water capacity from the
City of Buckeye shall be memorialized by separate agreement as
described in paragraph 3(d) of this Agreement.
620 Property:
All that real property generally described on Exhibit “B” attached hereto
located in Maricopa County, City of Buckeye, State of Arizona,
comprised of approximately 4 acres of land comprising the entirety of
APNs 400-75-105K, 400-75-105J, and 400-75-106 (the “620
Property”), including the City’s rights, title and interests, if any, in and
to all buildings, structures, signs, fixtures, equipment and other
improvements located on the 620 Property, if any, all rights, privileges,
easements, tenements, hereditaments, rights of way and appurtenances
that belong or pertain to the 620 Property, including, without limitation,
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rights to all water, minerals, oil, gas and other valuable substances on
and under the 620 Property, and all water and water rights, all irrigation
ditches, irrigation systems, gates, valves, pumps, tanks and wells and
related equipment located on the 620 Property, air rights, if any, that
pertain to the 620 Property (collectively, the “620 Real Property”);
together with (i) all development rights and credits, reimbursements,
reimbursement rights, credits, refunds, pre-paid utility fees or deposits
from the applicable governmental or quasi-governmental authority,
utility or other entity paid or payable in connection with or related to the
620 Real Property, (ii) all plats, maps, surveys, reports, drawings,
specifications, engineering documents, studies and plans owned or held
by the City that pertain to the 620 Real Property or the use thereof; (iii)
all other personal or intangible property owned or held by the City that
pertains to the 620 Real Property or to the use thereof, including, without
limitation, all permits, authorizations, approvals, licenses, entitlements,
agreements, warranties and guaranties (express or implied) issued to, and
held in the name of, the City in connection with the 620 Real Property,
not otherwise precluded by the terms hereof; (iv) any rights of the City to
any adjoining or adjacent strips or gores of property and any land lying
within the bed of any adjoining street; road, alley or right-of-way
adjoining the 620 Real Property, (v) all reversions, remainders,
easements, rights-of-way, appurtenances, agreements, licenses,
tenements and hereditaments appertaining to or otherwise benefiting or
used in connection with the 620 Real Property; and (vi) any other rights
or privileges appurtenant to the 620 Real Property or used in connection
therewith (collectively the “620 Property”).
A-Wing Property:
All that real property generally described on Exhibit “C” attached hereto
located in Maricopa County, City of Buckeye, State of Arizona,
comprised of approximately 2 acres of land comprising the entirety of
APN 400-16-004B, excepting approximately 3,205 square feet situated
in the south easterly corner (not dedicated public right-of-way) currently
used by the public for parking and for roadway purposes (the “A-Wing
Property”), including the City’s rights, title and interests, if any, in and
to all buildings, structures, signs, fixtures, equipment and other
improvements located on the A-Wing Property, if any, all rights,
privileges, easements, tenements, hereditaments, rights of way and
appurtenances that belong or pertain to the A-Wing Property, including,
without limitation, rights to all water, minerals, oil, gas and other
valuable substances on and under the A-Wing Property, and all water and
water rights, all irrigation ditches, irrigation systems, gates, valves,
pumps, tanks and wells and related equipment located on the A-Wing
Property, air rights, if any, that pertain to the A-Wing Property
(collectively, the “A-Wing Real Property”); together with (i) all
development rights and credits, reimbursements, reimbursement rights,
credits, refunds, pre-paid utility fees or deposits from the applicable
governmental or quasi-governmental authority, utility or other entity paid
or payable in connection with or related to the A-Wing Real Property,
(ii) all plats, maps, surveys, reports, drawings, specifications, engineering
documents, studies and plans owned or held by the City that pertain to
the A-Wing Real Property or the use thereof; (iii) all other personal or
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intangible property owned or held by the City that pertains to the A-
Wing Real Property or to the use thereof, including, without limitation,
all permits, authorizations, approvals, licenses, entitlements, agreements,
warranties and guaranties (express or implied) issued to, and held in the
name of, the City in connection with the A-Wing Real Property, not
otherwise precluded by the terms hereof; (iv) any rights of the City to
any adjoining or adjacent strips or gores of property and any land lying
within the bed of any adjoining street; road, alley or right-of-way
adjoining the A-Wing Real Property, (v) all reversions, remainders,
easements, rights-of-way, appurtenances, agreements, licenses,
tenements and hereditaments appertaining to or otherwise benefiting or
used in connection with the A-Wing Real Property; and (vi) any other
rights or privileges appurtenant to the A-Wing Real Property or used in
connection therewith (collectively the “A-Wing Property”).
Earnest Money:
None.
Investigation Period:
One hundred twenty (120) days from the Opening of Escrow, as defined
herein.
Closing Date:
A date mutually agreed upon by the Parties after expiration of the
Investigation Period, no later than November 3, 2028.
THE TERMS LISTED ABOVE ARE DEFINED TERMS THAT ARE REFERRED TO
THROUGHOUT THIS INTERGOVERNMENTAL AGREEMENT FOR EXCHANGE OF REAL
PROPERTY AND ESCROW INSTRUCTIONS.
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INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
THIS INTERGOVERNMENTAL AGREEMENT (the “Exchange Agreement”) is
made and entered into this _____day of ________, 2026 (the “Effective Date”), by and
between the City of Buckeye, Arizona (the “City”), an Arizona municipal corporation, and
Buckeye Union High School District No. 201 (the “District”), an Arizona public school
district, for the exchange of real property located in Buckeye, Arizona.
RECITALS
WHEREAS, in accordance with A.R.S. § 9-401, et. seq., the City is vested with the
authority to acquire, exchange, and sell real property on terms and conditions that it may
determine and approve; and
WHEREAS, in accordance with A.R.S. §§ 15-341(A)(7), (9), (11) and 15-342(7),
(10), (23), the District is a political subdivision with the power to acquire, exchange, and sell
real property on such terms and conditions as it may determine and approve; and
WHEREAS, under A.R.S. §§ 11-951, et. seq. and 15-342(13), the City and the District
may contract with one another to provide any function, service, or facilities; and
WHEREAS, the City owns the 620 Property and the A-Wing Property (collectively,
the 620 Property and the A-Wing Property shall be referred to herein as the “City
Property”); and
WHEREAS, a portion of the A-Wing Property is subject to that certain Property
Lease Agreement between the City as Lessor and the District as Lessee, effective May 4,
2021, with an initial term of ten (10) years; and
WHEREAS, the District desires to acquire the City Property from the City for
District purposes (the “District Project”); and
WHEREAS, the District owns the District Property (collectively, the City Property
and the District Property may be referred to hereinafter as the “Parcels”); and
WHEREAS, the City desires to acquire the District Property from the District for
City purposes (the “City Project”); and
WHEREAS, a party conveying real property under this Exchange Agreement may
herein be referred to as “Conveying Party” and a party receiving real property under this
Exchange Agreement may herein be referred to as “Receiving Party”; and
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WHEREAS, the City and the District acknowledge and agree that an exchange of the
City Property and the District Property described herein is in each party’s best interest; and
WHEREAS, the City and the District desire to enter into this Exchange Agreement to
define the rights and obligations of each with respect to the exchange of the real properties
described herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals,
which are incorporated by this reference, the following mutual covenants and conditions, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1.
Purpose. The District and the City intend to exchange real property described herein.
The Parties acknowledge and agree that, based on recent appraisal reports, the Parcels
of real property to be exchanged are not of equal value. It is understood that the City
will construct certain improvements and renovations after the effective date of this
Exchange Agreement , and will provide additional consideration to ensure that both
Parties receive equal value in this transaction. To the extent that the value of the real
property and other consideration received by one of the Parties to this transaction does
not equal the value of the property and other consideration given by the other Party, the
difference in value shall be covered by a one-time cash payment payable at Closing.
The purpose of this Exchange Agreement is to set forth the terms and conditions
whereby the Parties will exchange real property and determine the value of
consideration to ensure both Parties receive equal value in this transaction.
2.
Term. This Exchange Agreement will commence upon the Effective Date and will
terminate when the Parties’ obligations are fully completed, or November 3, 2028,
whichever occurs first. In the event the capital improvements contemplated in this
Exchange Agreement are not completed by November 3, 2028, the Parties agree to work
cooperatively to extend the term of this agreement and execute additional documents
necessary for the Parties to carry out the purposes of this Exchange Agreement.
3.
Exchange Terms; Value of Exchange Properties; Appraisals.
a.
620 Property. The District and City acknowledge and agree
that the value of the 620 Property is One Million Five Hundred
Thousand Dollars ($1,500,000) as of the Effective Date of this
Exchange Agreement, which is the price paid by the City to
acquire the 620 Property on or about September 12, 2025, and
is the appraised value as set forth in the report prepared by KS
Appraisal in June of 2025. The Parties agree that $1,500,000
is a reasonable valuation of the 620 Property as of the
Effective Date, and shall be the value of the 620 Property for
the Term of this Exchange Agreement.
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Prior to the Closing (as defined below), City shall cause to be
constructed certain improvements to the 620 Property agreed
upon by the District and City, for the primary purpose of a
school transportation facility (also common referred to as a
bus depot), to include parking lot, fuel station, washing bays,
maintenance bays, and storage. The District and City
acknowledge and agree that the costs incurred by the City to
construct the 620 Property improvements authorized and
agreed-upon by the District, in writing, shall increase the
exchange value of the 620 Property for purposes of this
transaction (the “Adjusted Value of the 620 Property”). The
requirement that design and construction costs be pre-
approved by the District in order to be included in the Adjusted
Value of the 620 Property is not a curable precondition. If the
design, construction, and improvement costs are not approved
in writing by the District prior to the City obligating the City
for the design or construction costs, then such costs shall not
be included in the Adjusted Value of the 620 Property.
Improvement costs shall include, but not be limited to, agreed-
upon third-party design professionals necessary in creating
engineering, easements, zoning, or constructions plans, fees
related to project management, as well as the actual
construction costs related to delivering a functioning facility
meeting the intent of the concept scope. Project management
services will be performed by the City and will include project
oversight and coordination; procurement and contract
administration; design and engineering oversight; permitting
and regulatory compliance; construction management;
communication and reporting; fiscal management; and project
closeout (“Project Management”). Project Management fees
shall not exceed three percent (3%) of actual design and
construction costs.
The Parties acknowledge that any improvements to be
constructed upon the 620 Property are subject to, and will
comply with, the requirements of the Downtown Specific Area
Plan (also known as DSAP), as well as applicable design and
construction standards. The foregoing includes but is not
limited to a decorative screening wall and landscaping.
Prior to the Closing, the City will request the assignment of
the environmental report dated July 10, 2025, prepared by
Malamis Consulting and Engineering, together with an
acknowledgment from Malamis that the District can rely on
the environmental report. The City will additionally sign an
endorsement as requested by the District that the City has
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undertaken no activities adverse to the environmental
conditions pertaining to the 620 Property since receipt of title
and possession on September 12, 2025.
b.
A-Wing Property. The District and City acknowledge and
agree that the value of the A-Wing Property is One Million Six
Hundred Thousand and 001/100 Dollars ($1,600,000), based
upon an appraisal conducted by Realty Economic Advisors in
June 2025 and revised June 24, 2026, is a reasonable valuation
of the A-Wing Property as of the Effective Date, and shall be
the value of the A-Wing Property for the Term of this
Exchange Agreement.
Prior to the Closing, City shall cause to be constructed certain
improvements to certain portions of the A-Wing agreed upon
by the District and City, for the purpose of supporting the
District’s administrative needs, including remodel of the
auditorium, expanded administration office and training
rooms/meeting
rooms,
and
other
related
capital
improvements. The District and City acknowledge and agree
that the costs incurred by the City to construct the A-Wing
Property improvements authorized and agreed-upon by the
District, in writing, shall increase the exchange value of the A-
Wing Property for purposes of this transaction (the “Adjusted
Value of the A-Wing Property”). The requirement that
design and construction/remodeling costs be pre-approved by
the District in order to be included in the Adjusted Value of
the A-Wing Property is not a curable precondition. If the
design, construction/remodeling, and improvement costs are
not approved in writing by the District prior to the City
obligating the City for the design, construction/remodeling, or
improvement costs, then such costs shall not be included in the
Adjusted Value of the A-Wing Property. Improvement costs
shall include, but are not limited to, agreed-upon third-party
design professionals necessary in creating engineering or
constructions plans, Project Management fees, as well as the
actual construction and remodeling costs related to delivering
a functioning facility meeting the intent of the concept scope.
Project Management fees shall not exceed three percent (3%)
of actual design, construction, and remodel costs.
The District currently leases a portion of the A-Wing Property
and has prepaid rent for a period of ten (10) years. Upon early
termination of the District’s lease of a portion of the A-Wing
Property from the City, the District is entitled to
reimbursement of prepaid rent in the amounts set forth in
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Exhibit E of the Property Lease Agreement executed on or
about May 4, 2021 (the “2021 A-Wing Lease Agreement”).
The Parties hereby agree that the Adjusted Value of the A-
Wing Property shall be reduced by the amount of prepaid rent
to be reimbursed by the City to the District under the 2021 A-
Wing Lease Agreement, if any.
The Parties agree that the real property comprised of parking
stalls and roadway used by the public on the South side of the
A-Wing Property shall be retained by the City and is not
subject to this exchange transaction. All rights and obligations
to maintain the parking spaces and roadway shall remain the
obligation of the City.
c.
District Property. The District and City acknowledge and
agree that the value of the District Property is Thirteen Million
One Hundred Thousand Dollars ($13,100,000) as of the
Effective Date of this Exchange Agreement, based upon an
appraisal by Realty Economic Advisors in June 2025. The
Parties agree that $13,100,000 is a reasonable valuation of the
District Property as of the Effective Date, and shall be the
value of the District Property for the Term of this Exchange
Agreement (hereinafter the “District Property Purchase
Price”).
The District Property conveyed by District to City as part of
this Transaction shall include the private road known as
Energy Way or West Fillmore Street (the “Dedicated
Property”). At Closing, the City shall accept dedication of
and assume full responsibility for the maintenance, repair, and
upkeep of the Dedicated Property in accordance with the
City’s standard road maintenance obligations. No later than
sixty (60) days following the Closing, the District shall
remove any and all barriers from the Dedicated Property,
including without limitation fences, gates, bollards, and
barrels. The City shall keep the Dedicated Property open and
accessible for public use, and shall not restrict public access
except as permitted by law. As consideration of the City’s
obligations with regard to the Dedicated Property, the Parties
agree that the District Property Purchase Price shall be reduced
by Ninety-Two Thousand Five Hundred Dollars ($92,500).
The City acknowledges the District Property is subject to that
certain Mutual Access And Parking Easement dated June 8,
2021, between the Western Maricopa Education Center
District No. 402 and Buckeye Union High School District No.
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201 (“District-West-MEC Parking Agreement”). The City
additionally acknowledges that West-MEC has a right of first
refusal to purchase the property owned by the District,
described in the District-West-MEC Parking Agreement in the
event of sale, assignment, conveyance, transfer, or lease of the
District Property.1 The City represents and warrants that it has
been in negotiations with West-MEC with regard to said
District-West-MEC Parking Agreement and that West-MEC
has agreed to terminate the District-West-MEC Parking
Agreement. District agrees to execute a mutual termination of
the District-West-MEC Parking Agreement in a form similar
to the Termination Agreement attached hereto as Exhibit “D”.
The City hereby indemnifies and agrees to defend, and hold
the District harmless with regard to any claims, demands,
actions, suits, proceedings, or claimed losses by West-MEC or
any other party regarding breach or non-compliance with the
District-West-MEC Parking Agreement or right of first
refusal, which shall include reimbursement of reasonable fees
and expenses, including reasonable attorneys’ fees and
taxable costs, notwithstanding the erroneous legal description.
The City’s agreement to indemnify, defend, and hold the
District harmless shall survive termination of this Exchange
Agreement. This Indemnification provision shall not apply to
any property that is not subject of the District-West-MEC
Parking Agreement, notwithstanding the erroneous legal
description.
d.
Purchase of Water Capacity. District and City acknowledge
and agree that the District owns and controls seventy-four and
40/100 (74.40) gallons per minute (“GPM”) of unused water
capacity in the City’s North Airport Water Campus pursuant
to an intergovernmental agreement with the City recorded in
Maricopa County on December 19, 2012, Recording No.
2012-1155006. District and City further acknowledge and
agree that in connection with the transaction contemplated by
this Exchange Agreement, the City shall purchase all seventy-
four and 40/100 (74.4) GPM from the District for the total sum
of Four Hundred Seventy-Two Thousand Eight Hundred
Thirty-Eight Dollars ($472,838) (the “Water Capacity
Purchase Price”) for use in connection with City’s
1 The City and the District acknowledge and agree that the District-West-MEC Parking Agreement contains an
erroneous written legal description of the Easement Area. The District represents that the parking area that is
currently situated on the District Property and shown on the 06/8/2021 Maricopa County Assessor’s Office Parcel
Viewer aerial image attached to the District-West-MEC Parking Agreement is the only parking area that has been
utilized by West-MEC pursuant to said Agreement.
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development of the District Property. The purchase and sale
of the Water Capacity from District to City shall occur
concurrently with the Close of Escrow under this Exchange
Agreement by District executing and delivering to City the
form of bill of sale substantially in the form attached hereto as
Exhibit “E” (the “Water Capacity Bill of Sale”). The Water
Capacity Purchase Price shall be paid by City to District at
Closing through the escrow established by Escrow Agent for
this Exchange Agreement.
e.
Points of Contact for Project Management. District and City
agree to designate points of contact for the completion of
improvements to the 620 Property and the A-Wing Property
contemplated herein. Mr. James “Jimmy” Zwerg, Project
Manager, Program Management Office, City of Buckeye, 945
N
215th
Ave,
Ste
137,
Buckeye,
AZ,
85326,
email: jzwerg@buckeyeaz.gov, and Ryan Pletnick, Associate
Superintendent of Operations, Buckeye Union High School
District, email: Ryan.Pletnick@buhsd.org, shall serve as the
initial points of contact between the Parties with respect to
administration and completion of Improvements to the 620
Property and the A-Wing Property. If either Mr. Zwerg or Mr.
Pletnick are not available as the point of contact for a
continuous period exceeding twenty-one (21) calendar days,
the other party shall be notified promptly of a new point of
contact. All communications relating to the day-to-day
activities under this Agreement will be between the designated
representatives named in in this Section 3.e. Any other notices
required under this Agreement shall be sent in accordance with
Section 19 below.
4.
Exchange and Conveyance; Consideration. Subject to the terms and conditions set
forth herein, and subject to the requirements of A.R.S. § 37-603 (to the extent applicable to the
transaction described in this Exchange Agreement), the Parties agree to simultaneously convey
their respective Parcels to each other, and to accept the Parcels so conveyed. In
furtherance thereof, each Party agrees to deposit into escrow with Escrow Agent a
special warranty deed evidencing the above-referenced conveyances, subject only to
those items of record upon which the Parties agree in each such Special Warranty Deed
(“Permitted Exceptions”). The Parties agree to jointly engage the services of the
Escrow Agent. Escrow will be opened as of the date of delivery of a fully executed original of this
Exchange Agreement to Escrow Agent (the “Opening of Escrow”). Upon Opening of Escrow, the
Parties agree to direct Escrow Agent to cause the Title Company to issue an insured closing
protection letter to each of the District and the City. Additionally, the Parties agree to direct
Escrow Agent to furnish to each receiving Party a preliminary title report for the Parcels
showing the title vesting and all matters of record affecting title to each Parcel, and
execute any supplemental escrow instructions as Escrow Agent may require (not
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inconsistent with the terms hereof). Upon Closing, Escrow Agent shall cause a standard
owner’s policy of title insurance to be issued for each such Parcel, insuring each such
conveyance and special warranty deed, subject only to the Permitted Exceptions.
5.
Inspection Rights. Either Party may, at that Party’s sole option and expense, conduct such
inspections or surveys as the Party deems necessary, including but not limited to,
inspections to determine environmental conditions, provided that the respective Parcels
are reasonably restored to their condition as existed prior to the inspection and no liens
are placed against or attach to the Parcels. Each Party shall give reasonable notice to the
other Party before any such inspection.
6.
Survey. Following the opening of escrow, City may coordinate the completion of an
updated ALTA/NSPS land survey or surveys of the District Property and District may
coordinate the completion of an updated ALTA.NSPS land survey or surveys of the 620
Property and/or the A-Wing Property (as applicable, the “Survey”). Neither Party has
an obligation to undertake a Survey. Any such Survey shall be certified to both the City
and the District, with the cost of such Survey and such certification being at the expense
of the party requesting the Survey. Upon mutual approval by City and District of the
Survey prior to the expiration of the Investigation Period, the Survey shall thereafter be
used to establish the legal description of the respective property. The Escrow Agent is
hereby directed to update any Title Report based upon the approved legal description of
any property from a Survey and timely thereafter deliver such updated Title Report to
the City and District.
7.
Title Contingency. Both Parties will have until twenty-one (21) days prior to expiration
of the Investigation Period to advise the other Party in writing if they object, in that
Party’s sole discretion, to any matters contained in a title report (“Title Objections”).
If the title report is amended prior to Closing, each party will have until a date that is
five (5) business days following its receipt of the amended title report (including legible
and complete copies of all new exceptions or requirements to title) (a “Supplemental
Review Period”) to deliver Title Objections to any new matter, and the Investigation
Period being automatically extended for such period. If either party fails to timely
deliver Title Objections, that Party will be deemed to have waived its right to deliver
the Title Objections to the title report, as applicable, but shall nevertheless still have the
right to deliver Title Objections during any Supplemental Review Period, as applicable.
a.
Cure. Within five (5) days of receipt of any timely delivered
Title Objections, the other Party will deliver written notice
(“Title Response”) to the other Party specifying in detail
which of the Title Objections that Party will or will not cure.
No Party will have an obligation to cure any Title Objections,
except as established below. A Party’s failure to deliver such
notice by such date shall be deemed as an affirmative
commitment not to cure any disapproved matters prior to
Closing in the manner requested. If a Party commits to
removing any Title Objections (or obtaining endorsements
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acceptable to that Party) and fails to do so prior to or at
Closing, that Party will be in default under this Exchange
Agreement and the other Party, at that Party’s election, may
pursue its remedies as established in this Exchange
Agreement. Within five (5) days after receipt of the Title
Response, the Party raising Title Objections may elect, by
delivering written notice to the other Party and Escrow Agent,
to either: (i) proceed with the exchange of property as
contemplated in this Exchange Agreement, (on the condition
that the Party accomplishes any objectives described by that
Party in its Title Response); or (ii) cancel this Exchange
Agreement and the Escrow. Failure to deliver written notice
to making the foregoing election within the required five (5)
day period shall be deemed an election to proceed in
accordance with clause (i) above. If, however, a Party
exercises its cancellation remedy in accordance with clause
(ii) above, this Exchange Agreement and the Escrow will be
deemed cancelled as of the date of the notice.
b.
Monetary Liens. Notwithstanding anything to the contrary in
this Exchange Agreement and without the need to make any
formal written objections, title to the respective Parcels
referenced in this Exchange Agreement shall be delivered to
the other Party at the Closing free and clear of all liens and
encumbrances voluntarily created or expressly assumed in
writing by the owner, including without limitation,
mechanics’, materialman’s or professional service liens
arising from work performed by or for a Party (collectively,
“Monetary Liens”), and such Monetary Liens shall be
released from each Parcel at the owner’s sole cost and expense
on or before the Closing; All such Monetary Liens are
disapproved for the purposes of this paragraph #7, and neither
party need provide any further notice of disapproval as to those
items.
Monetary
Liens
shall
not
include
any
intergovernmental agreements or include any public
improvement assessments which annual payments are current,
or any recapture or reimbursement agreements and the like,
which may be triggered by development of the Property, but
are not currently due.
8.
Close of Escrow. The Parties agree that the close of escrow shall occur upon a date
mutually agreed upon by the Parties no later than November 3, 2028 (the “Closing”),
provided that all of the following conditions precedent have been satisfied: (1) the City
has diligently acted to cause the completion of the Improvements to the City Property,
including obtaining certificates of occupancy and other approvals legally required of
Arizona public school districts, (2) termination of Mutual Access and Parking Easement
14
8073812.3
Agreement and Right of First Refusal set forth in the agreement dated June 8, 2021,
between Western Maricopa Education Center District No. 402 (commonly referred to
as WEST-MEC) and District, and (3) at least two days prior to Close of Escrow, the
Parties have deposited into Escrow the Special Warranty Deeds.
At Closing, the District shall be credited with (a) the District Property Purchase Price,
(b) the Water Capacity Purchase Price in the amount of $472,838.
At Closing, the City shall be credited with (z) the Adjusted Value of the 620 Property,
(y) the Adjusted Value of the A-Wing Property (as reduced by the rent reimbursement,
if any, under the 2021 A-Wing Lease Agreement), (x) the commission owed by the
District to Land Advisors as set forth herein, (w) initial improvement and dedication
costs in connection with assumption of the Dedicated Property, in an amount not to
exceed $92,500.
The District’s credits and the City’s credits are set forth in Appendix 1 attached hereto,
and incorporated by this reference.
To the extent the consideration received by each party in this transaction is not equal,
the Party whose consideration received in the transaction exceeds the consideration
received by the other Party shall make a one-time true-up payment at Closing to ensure
that the consideration received by the respective parties is equal.
To the extent that the improvements are not completed by the Closing, the Parties shall
cooperate to meet the Improvement completion deadline of no later than June 30, 2029,
including permitting reasonable access to the A-Wing and to the 620 Property, and
executing any necessary documents and agreements to exchange title to the respective
City Property and District Property but permit improvements and remodel work to
continue.
a.
City’s Closing Deliveries. At Closing, City will deposit with
Escrow Agent:
i.
A Special Warranty Deed for the 620
Property, in the form attached as Exhibit
“F”, subject to the Permitted Exceptions
agreed-upon by the Parties;
ii.
A Special Warranty Deed for the A-Wing
Property, in the form attached as Exhibit
“G”, subject to the Permitted Exceptions
agreed-upon by the Parties;
iii.
A sworn affidavit stating, under penalty of
perjury, that the City is not “foreign
person” as defined in the Internal Revenue
Code of 1986, as amended, or other
appropriate evidence that the District is not
required to withhold taxes under Section
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8073812.3
1445(a) of the Internal Revenue Code;
iv.
A Blanket Assignment and Bill of Sale, in
the form attached hereto as Exhibit “H”;
v.
An owner’s affidavit as required by Escrow
Agent and Title Company for issuance of
the title policies in the form required by this
Exchange Agreement;
vi.
Termination of Mutual Access and Parking
Easement Agreement and Right of First
Refusal set forth in the Agreement dated
June 8, 2021, between Western Maricopa
Education
Center
District
No.
402
(commonly referred to as WEST-MEC)
and District;
vii.
Proof of notice published pursuant to
A.R.S. § 37-602;
viii.
Such other documents and instruments as
may be required by applicable law,
necessary or appropriate to transfer and
convey all of the City Property to the
District and to otherwise consummate this
transaction and to Close Escrow in
accordance with the terms of this Exchange
Agreement, including all resolutions and
authorizations required by Escrow Agent to
ensure City’s authority to and ability to
exchange the City Property.
b.
District’s Closing Deliveries. At Closing, District will
deposit with Escrow Agent:
i. A Special Warranty Deed for the District
Property, in the form attached as Exhibit
“I”, subject to the Permitted Exceptions
agreed-upon by the Parties;
ii. A sworn affidavit stating, under penalty of
perjury, that the District is not “foreign person”
as defined in the Internal Revenue Code of
1986, as amended, or other appropriate evidence
that the District is not required to withhold taxes
under Section 1445(a) of the Internal Revenue
Code;
iii. An assignment of Water Capacity Rights,
in the form attached hereto as Exhibit “E”;
iv. A Blanket Assignment and Bill of Sale, in
the form attached hereto as Exhibit “H”;
v. An owner’s affidavit as required by Escrow
16
8073812.3
Agent and Title Company for issuance of
the title policies in the form required by this
Exchange Agreement;
vi. Proof of notice published pursuant to
A.R.S. §37-602.
vii. Execution of Termination Agreement in
the form substantially similar to Exhibit
“D” attached hereto.
vi. Such other documents and instruments as
may be required by applicable law,
necessary or appropriate to transfer and
convey all of the District Property to the
City and to otherwise consummate this
transaction and to Close Escrow in
accordance with the terms of this Exchange
Agreement, including all resolutions and
authorizations required by Escrow Agent to
ensure District’s authority to and ability to
exchange the District Property.
9.
Closing Costs; Prorations. The Parties will equally share (50% each) all closing,
escrow, and recording costs, as well as the cost of the standard owner’s policy of title
insurance for each Parcel. A Party seeking additional coverage or endorsements for a
title policy shall, at its own expense, bear the cost of the additional coverage or
endorsements sought. Escrow will prorate real estate taxes and assessments, if any,
against each Parcel as of the Close of Escrow, based on the latest information available
to Escrow. All prorations or adjustments called for in this Exchange Agreement are to
be made based on a 30-day month and a 360-day year, unless Escrow is otherwise
specifically instructed in writing by the Parties.
10. Title Insurance Policies.
a.
At Closing and as a condition to the District’s obligation to
consummate the transactions contemplated herein, Escrow
Agent shall furnish to the District separate standard owner’s
title insurance policies for the 620 Property and the A-Wing
Property, or the unconditional commitment to issue such
policies within thirty (30) days following Closing (which
commitment shall be deemed made upon the recordation by
Escrow Agent of the Special Warranty Deeds provided for
above), with a limit of liability for the 620 Property equal to
the Adjusted Value of the 620 Property and a limit of liability
for the A-Wing Property equal to the Adjusted Value of the A-
Wing Property, insuring that title to the 620 Property and the
A-Wing Property are held by the District in fee simple, subject
only to the printed exceptions normally contained in such
17
8073812.3
policies and the Permitted Exceptions mutually agreed upon
by the Parties. The premium for the 620 Property Title Policy
and the A-Wing Title Policy shall be shared equally (50%) by
the Parties. Any additional endorsements or extended
coverage shall be paid by the District.
b.
At Closing and as a condition to the City’s obligation to
consummate the transactions contemplated herein, Escrow
Agent shall furnish to the City a standard owner’s title
insurance policy for the District Property, or the unconditional
commitment to issue such a policy within thirty (30) days
following Closing (which commitment shall be deemed made
upon the recordation by Escrow Agent of the Special Warranty
Deeds provided for above), with a limit of liability in the
amount of Thirteen Million One Hundred Thousand Dollars
($13,100,000), insuring that title to the District Property is
held by the City in fee simple, subject only to the printed
exceptions normally contained in such policies and the
Permitted Exceptions mutually agreed upon by the Parties.
The premium for the District Property Title Policy shall be
shared equally (50%) by the Parties. Any additional
endorsements or extended coverage shall be paid by the City.
11. Properties Exchanged As-Is; No Representations. The Parties are acquiring the
Parcels in an “AS IS” condition at the Close of Escrow.
11.1 Each Party acknowledges and agrees that the other Party and its agents have not
made, do not make, and specifically negate and disclaim any representations,
warranties, promises, covenants, agreements, or guaranties of any kind or character
whatsoever (unless expressly and specifically contained in this Exchange
Agreement), whether past, present, or future, of, as to, concerning, or with respect
to any of the Parcels including, without limitation:
A. The Parcel’s value, nature, quality, or condition, including, without
limitation, the water, soil, and geology, and status of any permits and
governmental approval;
B. The Parcel’s suitability for any and all activities and uses a user may
conduct thereon;
C. The Parcel’s compliance with any laws, rules, ordinances, or regulations
of any applicable governmental authority or body; and
D. Other matters with respect to the Parcel, including any representation
regarding Hazardous Materials or that the Parcel complies and will
comply in all respects with applicable environmental laws, rules,
18
8073812.3
regulations, and court or administrative orders. As used herein, the term
“Hazardous Materials” includes without limitation, any asbestos, urea
formaldehyde foam insulation, flammable explosives, radioactive
materials, hazardous materials, hazardous wastes, hazardous or toxic
substances, or related or unrelated substances or materials defined,
regulated, controlled, limited, or prohibited in the Comprehensive
Environmental Response Compensation and Liability Act of 1980
(CERCLA), (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials
Transportation Act, (49 U.S.C. Sections 1801 et seq.), the Resource
Conservation and Recovery Act (RCRA), (42 U.S.C. Sections 6901, et
seq.), the Clean Water Act, (33 U.S.C. Sections 1251, et seq.), the Clean
Air Act, (42 U.S.C. Sections 7401, et seq.), the Toxic Substances Control
Act, (15 U.S.C. Sections 2601 et seq.), each such Act as amended from
time to time, or in the rules, regulations, and publications adopted and
promulgated pursuant thereto, or in the rules and regulations of the
Occupational Safety and Health Administration (OSHA) pertaining to
occupational exposure to asbestos, as amended from time to time, or in
any other federal, state, or local environmental law, ordinance, rule, or
regulation now or hereafter in effect.
11.2
Each Party further acknowledges and agrees that, having been given the
opportunity to inspect the Parcels, each Party is relying and shall rely solely on
its own investigation thereof and not on any information provided or to be
provided by the other Party. Each Party agrees that the other Party is not, and
shall not be, liable or bound in any manner by any statements, representations,
or information pertaining to the Parcel, whether acquired or exchanged, or the
operation thereof, furnished by any real estate broker, agent, employee, servant,
or any other person. Each Party further acknowledges and agrees that, to the
maximum extent permitted by federal, state, or local law, the Parcel exchange
provided for herein is made on an “AS IS” condition and basis with all faults.
The provisions of this Section shall survive the recordation of the Special
Warranty Deeds recorded in the Official Records of the Maricopa County
Recorder’s Office.
11.3
The Parties acknowledge the existence on each property of certain junk, debris,
and rubbish. The Parties agree to cooperate in good faith to achieve any
necessary cleanup on such property, with each Party taking primary
responsibility for the property it owns and controls at any particular time.
12. Reciprocal Indemnity. To the extent permitted by law, each acquiring Party shall
indemnify, protect, defend, and hold the other Party harmless for, from, and against any
and all claims, costs, liabilities, judgments, losses, or expenses (including, without
limitation, attorneys’ fees and costs) arising out of, resulting from, or connected with any
matters or conditions first occurring as a result of the acquiring Party’s activities (and
those of its employees, agents, contractors, representatives, guests, licensees, or
invitees) on the respective Parcel following the recordation of the Special Warranty
Deeds and during the acquiring Party’s ownership of the Parcel. To the extent permitted
19
8073812.3
by law, each conveying Party shall indemnify, protect, defend, and hold the acquiring
Party harmless for, from, and against any and all claims, costs, liabilities, judgments,
losses, or expenses (including, without limitation, attorneys’ fees and costs) arising out
of, resulting from, or connected with any matters or conditions first occurring on the
Parcel prior to the Close of Escrow during the conveying Party’s ownership thereof.
13. Further Acts. Each Party agrees to perform such other and further acts and to execute
and deliver such additional agreements, documents, affidavits, certifications,
acknowledgements, permits, and instruments as the other Party may reasonably require
to consummate, evidence, confirm, or carry out the matters contemplated by this
Exchange Agreement or confirm the status of this Exchange Agreement, and the
performance of the obligations hereunder, at any time.
14. Commission. The City was previously represented by Arizona Land Advisors, LLC
(“Land Advisors”), in connection with the acquisition of the 620 Property in or near
2025. There is no outstanding commission due and owing by the City to Arizona Land
Advisors in connection with the 620 Property. BUHSD is currently represented by Land
Advisors in connection with the sale/exchange of the District Property. Any
commission owed by BUHSD to Arizona Land Advisors, in connection with the
conveyance of District Property under this IGA will be paid by the City, in an amount
not to exceed $327,500. Subject to the foregoing, the Parties hereby represent to each
other that they have not dealt with any broker or agent or with any finder concerning the
exchange or purchase of the Parcels. To the extent permitted by law, each Party shall
defend and hold the other harmless from all liability and expense, including, without
limitation, attorneys’ fees, arising from any claim by any broker, agent, or finder for
commissions, finder’s fees, or similar charges because of any act of such Party.
15. Repesentations. Each Party represents and warrants to the other Party that:
15.1 Except as otherwise qualified or limited herein, each Party executing this
Exchange Agreement has the full right, power, and authority to enter into and
perform this Exchange Agreement, and the execution, delivery, and performance
of this Exchange Agreement by that Party have been duly authorized, agreed to,
and are in compliance with the organizational documents of that Party. The City
expressly acknowledges the Mutual Access and Parking Easement between the
District and West-MEC dated June 8, 2021, attached hereto as Exhibit “J,” which
additionally provides West-MEC a right of first refusal over a portion of the
District property.
15.2 Except as otherwise qualified or limited herein, all consents and approvals
necessary to the execution, delivery, and performance of this Exchange
Agreement have been obtained, and no further corporate action needs to be taken
in connection with such execution, delivery, and performance.
15.3 As of the date of this Exchange Agreement, neither Party knows of any litigation,
proceeding, or investigation pending or threatened against or affecting that Party
20
8073812.3
that could have a material adverse effect on that Party’s performance under this
Exchange Agreement and that has not been otherwise disclosed in writing or
disclosed in this Exchange Agreement.
15.4 This Exchange Agreement (and each undertaking contained herein) constitutes a
valid, binding, and enforceable obligation according to its terms, except to the
extent limited by bankruptcy, insolvency, and other laws of general application
affecting creditors’ rights and by equitable principles, whether considered at law
or in equity.
15.5 Except as otherwise qualified or limited herein, the execution, delivery, and
performance of this Exchange Agreement is not prohibited by, and does not
conflict with, any other agreements, instruments, judgments, or decrees to which
a Party is otherwise subject.
15.6 No Party has paid or given, and will not pay or give, any third party any money
or other consideration for obtaining this Exchange Agreement other than normal
costs of conducting business and costs of professional services such as the
services of attorneys, appraisers, or engineers.
15.7 Each Party has been assisted by counsel of its own choosing in connection with
the preparation and execution of this Exchange Agreement.
15.8 This Exchange Agreement is the product of negotiations and multiple drafts
between the Parties and shall not be construed against either Party as the drafter
in any action to enforce or interpret any term or provision of this Exchange
Agreement.
16. Survival of Representation and Warranties. All representations and warranties
contained herein shall survive recordation.
17. No Partnership; Third Person. It is not intended by this Exchange Agreement to, and
nothing contained in this Exchange Agreement shall, create any partnership, joint
venture, or other arrangement between the Parties. No term or provision of this
Exchange Agreement is intended to, or shall be for the benefit of any person, firm,
corporation, or other entity not a party hereto (including, without limitation, any broker),
and no such other person, firm, corporation, or entity shall have any right or cause of
action hereunder.
18. Resolution of Disputes. It is the intent of the Parties to use reasonable efforts to resolve
expeditiously any dispute, controversy or claim between or among them with respect to
the matters covered hereby that may arise from time to time on a mutually acceptable
negotiated basis. In furtherance of the foregoing, a Party involved in a dispute,
controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-
person meeting involving representatives of the Parties at a senior level of management.
21
8073812.3
Any agenda, location or procedures for such discussions or negotiations between the
Parties may be established by the Parties from time to time; provided, however, that the
Parties shall use reasonable efforts to meet within twenty-one (21) days of the
Escalation Notice. Without waiving the right to pursue timely claims at law or equity,
if the Parties are not able to resolve the dispute, controversy or claim through the
foregoing Escalation process, then the matter shall be referred to private mediation. The
Parties shall retain a mediator who is a member of the National Academy of
Distinguished Neutrals and a member in good Standing of the State Bar of Arizona to
aid the Parties in their discussions and negotiations by informally providing advice to
the Parties. Any in-person mediation shall take place in Maricopa County, Arizona. Any
evaluation or opinion expressed by the mediator shall be advisory and shall not be
binding on the Parties or be admissible in any other proceeding. The mediator may be
chosen from the list of mediators attached hereto as Exhibit “K”, or by other agreement
of the Parties. Costs of the mediation shall be borne equally by the Parties, except that
each Party shall be responsible for its own expenses. In the event that any resolution of
any dispute, controversy or claim pursuant to the procedures set forth herein in any way
affects an agreement or arrangement between either of the Parties and a third party
insurance carrier, the consent of such third party insurance carrier to such resolution, to
the extent such consent is required, shall be obtained before such resolution can take
effect. At the request of either Party, a tolling agreement shall be a condition precedent
of participating in the Escalation process or in private mediation. The City Manager,
upon the recommendation and approval of the City Attorney, shall have administrative
authority to enter into a tolling agreement for a period of up to one hundred twenty (120)
days pursuant to this Section 18. The District Superintendent, upon the recommendation
and approval of District’s Attorney, shall have administrative authority to enter into a
tolling agreement for a period of up to one hundred twenty (120) days pursuant to this
Section 18.
19. Notice. All notices, demands, or other communications must be in writing and are
deemed to be duly delivered upon personal delivery, or as of the third business day after
mailing by United States mail, postage prepaid, registered or certified, return receipt
requested, addressed as follows:
CITY:
Doug Sandstrom, City Manager
City of Buckeye
530 E Monroe Ave
Buckeye AZ 85326
With a copy to:
Tosca Henry, City Attorney
City of Buckeye
530 E Monroe Ave
Buckeye AZ 85326
BUHSD:
22
8073812.3
Buckeye Union High School District
Attn: Superintendent’s Office
1000 E Narramore
Buckeye, AZ 85326
With a copy to:
GUST ROSENFELD, P.L.C.
Attn: Nathan Schott, Esq.
125 E. Elm Ave.
Flagstaff, AZ 86001
20. Default. If either Party defaults (the “Defaulting Party”) with respect to any of such
Party’s obligations, then the other Party (the “Non-Defaulting Party”) shall give written
notice in the manner prescribed in Section 19 to the Defaulting Party. The notice shall
state the nature of the claimed default and demand that such default be corrected. If the
default can be reasonably cured by the payment of money, the Defaulting Party will
have 20 days from receipt of such notice to cure it. If an action other than payment of
money is reasonably required to cure the default, the Defaulting Party will have 60 days
from receipt of such notice to cure it. This Section shall not limit any other rights,
remedies, or causes of action, whether at law or in equity, that either Party may have.
21. Remedies. If the default is not cured within the time periods set forth in Section 20
above, the Non-Defaulting Party shall have all remedies available to it at law or in
equity, subject to the limitations set forth herein. Either Party, or any successor-in-
interest or assignee, may institute a legal action to cure, correct, or remedy any default, to
enforce any covenant or agreement herein, or to enjoin any threatened or attempted
violation, including but not limited to suits for declaratory relief, specific performance,
relief in the nature of mandamus, and actions for damages, provided that claims for
damages shall be limited to actual damages as of the time of entry of judgment. The
Parties hereby IRREVOCABLY AND UNCONDITIONALLY waive AND
RELINQUISH any right to seek consequential, punitive, multiple, exemplary, or any
damages other than actual damages.
22. Time is of the Essence. Time is of the essence in implementing the terms of this
Exchange Agreement.
23. Successors and Assigns. This Exchange Agreement is binding upon, and shall inure to
the benefit of, each Party’s executors, administrators, successors, and permitted assigns.
24. Waiver. If either Party fails to require the other Party to perform any provision of this
Exchange Agreement, that failure does not prevent the other Party from later enforcing
that provision. Neither Party is released from any responsibilities or obligations imposed
by law or this Exchange Agreement if the other Party fails to exercise a right or remedy.
No waiver of any provision of this Exchange Agreement shall be binding upon either
Party unless in writing signed by both Parties. Nor shall this Exchange Agreement act
to waive any preliminary or final plat requirement, if any, or other applicable law, unless
23
8073812.3
specifically addressed herein.
25. Governing Law; Choice of Forum. This Exchange Agreement shall be deemed to be
made under, shall be construed in accordance with, and shall be governed by the
internal, substantive laws of the State of Arizona (without reference to conflict of law
principles). Any action brought to interpret, enforce, or construe any provision of this
Exchange Agreement shall be commenced and maintained in the Superior Court of the
State of Arizona in and for the County of Maricopa (or, as may be appropriate, in the
Justice Courts of Maricopa County, Arizona, or in the United States District Court for
the District of Arizona, if, but only if, the Superior Court lacks or declines jurisdiction
over such action). The Parties irrevocably consent to jurisdiction and venue in such
courts for such purposes and agree not to seek transfer or removal of any action
commenced in accordance with the terms hereof.
26. Severability. If any provision of this Exchange Agreement is declared void or
unenforceable, such provision shall be severed from this Exchange Agreement, which
shall otherwise remain in full force and effect. If any applicable law or court of
competent jurisdiction prohibits or excuses a Party from undertaking any contractual
commitment to perform under any provision hereunder, the remaining portions of this
Exchange Agreement shall remain in full force and effect, and the Parties will negotiate
diligently in good faith for such amendments of this Exchange Agreement as may be
necessary to achieve the original intent of this Exchange Agreement, notwithstanding
such invalidity or unenforceability.
27. Attorneys’ Fees. In the event of commencement of a legal action in an appropriate
forum by a Party to enforce any covenant or any of such Party’s rights or remedies under
this Exchange Agreement, including any action for declaratory or equitable relief, the
prevailing party in any such action shall be entitled to reimbursement of its reasonable
attorneys’ fees and court costs, including, but not limited to, its costs of expert witnesses,
transportation, lodging, and meal costs of the Party and witnesses, costs of transcript
preparation, and other reasonable and necessary direct and incidental costs of such
dispute. Neither the City nor the District shall engage the law firm of Gust Rosenfeld
to represent such Party in any legal action arising out of this IGA in which the other
Party is adverse.
28. Conflict of Interest. This Exchange Agreement is subject to Ariz. Rev. Stat. § 38-511.
Either Party may cancel this Exchange Agreement without penalty or further obligations
by either Party if any person significantly involved in initiating, negotiating, securing,
drafting, or creating this Exchange Agreement on behalf of either Party or any of its
departments or agencies is, at any time while this Exchange Agreement or any extension
of this Exchange Agreement is in effect, an employee of any other Party to this Exchange
Agreement in any capacity or a consultant to any other Party of this Exchange
Agreement with respect to the subject matter of this Exchange Agreement.
29. Exhibits. The Exhibits referenced herein and attached hereto are incorporated herein by this
reference.
24
8073812.3
30. Entire Agreement. This Exchange Agreement (including exhibits) shall constitute the
entire agreement between the Parties, and no modification hereof shall be binding,
unless in writing and signed by both Parties. All prior and contemporaneous agreements,
representations, and understandings of the Parties regarding the transaction
contemplated herein, oral or written, are hereby superseded and merged herein.
31. Counterparts. This Exchange Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together constitute one
and the same instrument. The signature pages from one or more counterparts may be
removed from such counterparts and such signature pages all attached to a single
instrument so that the Parties’ signatures may be physically attached to a single
document.
32. Estoppel Certificate. The Parties agree that upon receiving a Party’s written request for
a written statement certifying the current status of the Agreement, including whether or
not a Party is in default of any obligation or duty set forth herein, the receiving Party
shall have 21 days to execute, acknowledge, and deliver the statement to the requesting
Party. Any such certificate may be relied on by a prospective purchaser of any part or
portion of the described Parcel, or any prospective lender.
33. Amendment. No change, modification, or addition is to be made to this Exchange
Agreement except by written amendment executed by the Parties.
IN WITNESS WHEREOF, the parties hereto have executed this Exchange Agreement
as of the date first above written.
THE CITY OF BUCKEYE,
ARIZONA, an
Arizona municipal corporation
By:
Eric W. Orsborn, Mayor
ATTEST:
Lucinda J. Aja, City Clerk
APPROVED AS TO FORM:
Tosca Henry, City Attorney
25
8073812.3
BUCKEYE UNION HIGH SCHOOL
DISTRICT NO. 201, a political
subdivision of the State of Arizona
By:
ATTEST:
Clerk of the Board
APPROVED AS TO FORM:
Nathan D. Schott
Gust Rosenfeld P.L.C.
Attorney for BUHSD No. 201
26
8073812.3
EXHIBITS
Exhibit A – Legal Description of District Property
Exhibit B – Legal Description of 620 Property
Exhibit C – Legal Description of A-Wing Property
Exhibit D - Form of Termination Agreement
Exhibit E – Form of Water Capacity Bill of Sale
Exhibit F – Form of Deed – 620 Property
Exhibit G – Form of Deed – A-Wing Property
Exhibit H – Blanket Assignment and Bill of Sale
Exhibit I – Form of Deed – District Property
Exhibit J – Mutual Access and Parking Easement agreement dated June 8, 2021, between
Buckeye Union High School District and West-MEC.
Exhibit K – List of Mediators
APPENDIX
Appendix 1 – Financial Overview
27
8073812.3
EXHIBIT “A”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
LEGAL DESCRIPTION OF DISTRICT PROPERTY
That portion of the South Half of the Southeast Quarter and the South Half of the North Half of the
Southeast Quarter of Section 1, Township 1 North, Range 3 West of the Gila and Salt River Meridian,
Maricopa County, Arizona, more particularly described as follows:
COMMENCING at the South Quarter corner of said Section 1 from which the Southeast corner
thereof bears South 89 °26’42” East, 2645.39 feet;
Thence along the south line of said Southeast Quarter, South 89 °26’42” East, 94.87 feet;
Thence leaving said south line, North 0°33’18” East, 65.00 feet to the north line of the south
65.00 feet of said Southeast Quarter and to the POINT OF BEGINNING;
Thence North 44°30’07” West, 56.62 feet to the east line of the west 55.00 feet of said
Southeast Quarter;
Thence along said east line, N0°26’27” East, 1376.81 feet; Thence
leaving said east line, South 44°30’07” East, 42.47 feet;
Thence South 89°26’42” East, 746.22 feet to the beginning of a curve, concave to the
southwest, having a radius of 243.00 feet;
Thence southeasterly along said curve, having a delta of 29°40’23”, a length of 125.85 feet to a point of
tangency;
Thence South 59°46’19” East, 95.10 feet to the beginning of a curve, concave to the northeast,
having a radius of 157.00 feet;
Thence southeasterly along said curve, having a delta of 29°40’23”, a length of 81.31 feet to a point of
tangency;
Thence South 89°26’42” East, 478.57 feet to the west line of the property described in Warranty
Deed recorded in Document No. 2009-1120552, Maricopa County records;
Thence along said west line, South 0°26’05” West, 10.00 feet to the southwest corner of said deed;
Thence along the south line of said deed, South 89°26’42’East, 960.00 feet; Thence
continuing along said south line, North 0°26’05” East, 14.87 feet;
Thence continuing along said south line, North 45° 26’05” East 42.43 feet to the west line of the east
65.00 feet of said Southeast Quarter;
Thence along said west line, South 0°26’05” West, 90.84 feet to the northeast corner of the property
described in Warranty Deed recorded in Document No. 2009-0601392, Maricopa County records;
28
8073812.3
Thence along the north line of said Deed, North 89°26’42” West, 595.00 feet to the northwest corner
thereof;
Thence along the west line of said Deed, South 0°26’05” West, 1241.37 feet to the north line of the
south 55.00 feet of said Southeast Quarter;
Thence along said north line, North 89°26’42” West, 1590.41 feet;
Thence leaving said line, North 0°33’18” East, 10.00 feet;
Thence North 89°26’42” West, 300.00 feet along the north line of the south 65.00 feet of said Southeast
Quarter to the POINT OF BEGINNING.
Described property contains 2,616,804 Square Feet or 60.07 Acres, more or less.
29
8073812.3
EXHIBIT “B”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
LEGAL DESCRIPTION OF 620 PROPERTY
Parcel No. 1:
That portion of the Northwest quarter of the Northwest quarter of the Northwest quarter, being the
Northwest quarter of Lot 4, of Section 4, Township 1 South, Range 3 West of the Gila and Salt River Base
and Meridian, Maricopa County, Arizona, lying Northeasterly of the following described line segment and
its Northwesterly and Southeasterly extensions thereto:
Commencing for a tie at the Northwest comer of said Section 4;
Thence South 03 degrees 13 minutes West, along the West line of said Section 4, a distance of 173.10 feet
to the point of beginning of the line described herein;
Thence South 40 degrees 23 minutes 10 seconds East to the centerline of U.S. Highway 80 (now Maricopa
County Highway 85) and the point of terminus.
Except the West 33.00 feet thereof; and
Except any portion lying within U.S. Highway 80 (now Maricopa County Highway 85); and
Except any portion lying within Baseline Road; and
Except any portion lying within the Buckeye Canal; and
Except that part of Lot 4, Section 4, Township 1 South, Range 3 West of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona, more particularly described as follows:
Beginning at the point of intersection of a line 40.00 feet Southwesterly of the centerline of right-of-way for
Baseline Road and a line 50.00 feet Northwesterly of the centerline of right-of -way for Maricopa County
Highway 85 (Old U.S. Highway 80), said point of intersection being the beginning of a curve to the left
having a local tangent bearing of South 56 degrees 50 minutes 46 seconds West and a radius of 1,482.40
feet;
Thence along said curve, an arc length of 354.64 feet through a central angle of 13 degrees 42 minutes 26
seconds. Along said Northwest right-of-way line of Maricopa County Highway 85 (Old U.S. Highway 80)
to the West boundary line of the parcel described in Recording No. 2001-0079873 of Official Records;
Thence along said West boundary line, North 4 0 degrees 23 minutes 10 seconds West, a distance of 7.31
feet to the beginning of a non-tangent curve to the right having a local tangent bearing of North 43 degrees
10 minutes 14 seconds East and a radius of 1,489.67 feet;
30
8073812.3
Thence along said curve, an arc length of 315.13 feet through a central angle of 12 degrees 07 minutes 13
seconds;
Thence North 09 degrees 48 minutes 33 seconds East, to the Southwest right-of-way line of Baseline Road,
a distance of 50.69 feet;
Thence along said right-of-way line of Baseline Road, South 40 degrees 47 minutes 24 seconds East, a
distance of 44.21 feet to the point of beginning.
Parcel No. 2:
That part of Lot 4, Section 4, Township 1 South, Range 3 West of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona, more particularly described as follows:
Commencing for a tie at the Northwest corner of said Section 4;
Thence South 03 degrees 13 minutes West, along the West line of said Section 4, a distance of 437.80 feet
the point of beginning;
Thence South 88 degrees 57 minutes 30 seconds East, a distance of 323.83 feet to the center line of U.S.
Highway 80 (now Maricopa County Highway 85), Engineer's Station 43+21.91;
Thence Southwesterly along the center line of said Highway, being a 4-degree curve to the left, said curve
having a radius of 1432.40 feet, an arc distance of 265.36 feet to Engineer's Station 40+56.55, said point
being on the South line of the Northwest quarter of said Lot 4;
Thence North 88 degrees 55 minutes 30 seconds West, along the South line of said Northwest quarter of Lot
4, a distance of 169.85 feet to the West line of said Section 4;
Thence North 03 degrees 13 minutes East, along the West Section line, a distance of 209.96 feet to the point
of beginning;
Except the West 33.00 feet; and
Except any portion thereof lying within the right-of-way for U.S. Highway 80 (now Maricopa County
Highway 85).
Parcel No. 3:
That part of the Northwest quarter of the Northwest quarter of the Northwest quarter, being the Northwest
quarter of Lot 4, of Section 4, Township 1 South, Range 3 West of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona, lying Northwesterly of U.S. Highway 80 (now Maricopa County
Highway 85), Southwesterly of Baseline Road, and Southerly of the Buckeye Canal;
Except that part of Lot 4, Section 4, Township 1 South, Range 3 West of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona, more particularly described as follows:
Commencing for a tie at the Northwest corner of said Section 4;
Thence South 03 degrees 13 minutes West, along the West line of said Section 4, a distance of 437.80 feet
the point of beginning;
31
8073812.3
Thence South 88 degrees 57 minutes 30 seconds East, a distance of 323.83 feet to the center line of U.S.
Highway 80 (now Maricopa County Highway 85), Engineer's Station 43+21.91;
Thence Southwesterly along the center line of said Highway, being a 4-degree curve to the left, said curve
having a radius of 1432.40 feet, an arc distance of 265.36 feet to Engineer's Station 40+56.55, said point
being on the South line of the Northwest quarter of said Lot 4;
Thence North 88 degrees 55 minutes 30 seconds West, along the South line of said Northwest quarter of Lot
4, a distance of 169.85 feet to the West line of said Section 4;
Thence North 03 degrees 13 minutes East, along the West Section line, a distance of 209.96 feet to the point
of beginning; and
Except any portion of the Northwest quarter of the Northwest quarter of the Northwest quarter, being the
Northwest quarter of Lot 4, of Section 4, Township 1 South, Range 3 West of the Gila and Salt River Base
and Meridian, Maricopa County, Arizona, lying Northeasterly of the following described line segment and
its Northwesterly and Southeasterly extensions thereto:
Commencing for a tie at the Northwest corner of said Section 4;
Thence South 03 degrees 13 minutes West, along the West line of said Section 4, a distance of 173.10 feet
to the point of beginning of the line described herein;
Thence South 40 degrees 23 minutes 10 seconds East to the centerline of U.S. Highway 80 (now Maricopa
County Highway 85) and the point of terminus; and
Except that part of Lot 4, Section 4, Township 1 South, Range 3 West of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona, more particularly described as follows:
Beginning at the point of intersection of a line 40.00 feet Southwesterly of the centerline of right-of-way for
Baseline Road and a line 50.00 feet Northwesterly of the centerline of right-of-way for Maricopa County
Highway 85 (Old U.S. Highway 80), said point of intersection being the beginning of a curve to the left
having a local tangent bearing of South 56 degrees 50 minutes 46 seconds West and a radius of 1,482.40
feet;
Thence along said curve, an arc length of 354.64 feet through a central angle of 13 degrees 42 minutes 26
seconds, along said Northwest right-of-way line of Maricopa County Highway 85 (Old U.S. Highway 80) to
the West boundary line of the parcel described in Recording No. 2001-0079873 of Official Records;
Thence along said West boundary line, North 40 degrees 23 minutes 10 seconds West, a distance of 7.31
feet to the beginning of a non-tangent curve to the right having a local tangent bearing of North 43 degrees
10 minutes 14 seconds East and a radius of 1,489.67 feet;
Thence along said curve, an arc length of 315.13 feet through a central angle of 12 degrees 07 minutes 13
seconds;
Thence North 09 degrees 48 minutes 33 seconds East, to the Southwest right-of-way line of Baseline Road,
a distance of 50.69 feet;
Thence along said right-of-way line of Baseline Road, South 40 degrees 47 minutes 24 seconds East, a
distance of 44.21 feet to the point of beginning; and
32
8073812.3
Except the West 33.00 feet thereof, and
Except any portion lying within U.S. Highway 80 (now Maricopa County Highway 85).
33
8073812.3
EXHIBIT “C”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
LEGAL DESCRIPTION OF A-WING PROPERTY
A PORTION OF THE NORTHEAST QUARTER OF SECTION 5, TOWNSHIP 1 SOUTH, RANGE 3
WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY,
ARIZONA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF 9TH STREET AND EASON AVENUE (RECORD LONG
STREET) AS SHOWN ON THE PLAT OF RECORD OF CENTRAL BUCKEYE AS RECORDED IN
BOOK 20 OF MAPS PAGE 28, RECORDS OF MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 89˚31’38” WEST (BASIS OF BEARINGS) ALONG THE CENTERLINE OF
EASON AVENUE (RECORD LONG STREET), A DISTANCE OF 305.87 FEET TO A POINT ON A
LINE 33.00 FEET EAST OF THE CENTERLINE OF KELL STREET AS SHOWN ON SAID PLAT
OF CENTRAL BUCKEYE;
THENCE NORTH 00˚58’32” EAST ALONG A LINE 33.00 FEET EAST OF AND PARALLEL WITH
THE CENTERLINE OF KELL STREET AS SHOWN ON THE SAID PLAT OF CENTRAL
BUCKEYE, A DISTANCE OF 103.92 FEET;
THENCE SOUTH 88˚01’24” EAST, A DISTANCE OF 232.25 FEET;
THENCE NORTH 02˚01’33” EAST, A DISTANCE OF 215.06 FEET;
THENCE SOUTH 88˚01’17” EAST, A DISTANCE OF 206.67 FEET;
THENCE SOUTH 01˚56’51” WEST, A DISTANCE OF 300.25 FEET TO A POINT ON THE
PROLONGATION OF THE CENTERLINE OF EASON STREET (RECORD LONG STREET) AS
SHOWN ON THE SAID PLAT OF CENTRAL BUCKEYE;
THENCE SOUTH 89˚31’38” WEST, A DISTANCE OF 131.97 FEET TO THE POINT OF
BEGINNING.
EXCEPT THEREFROM THE SOUTH 36.00 FEET.
34
8073812.3
EXHIBIT “D”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
FORM OF TERMINATION AGREEMENT
When recorded, return to:
Western Maricopa Education Center District No. 402
5487 N 99th Ave
Glendale AZ 85305
Attn: Clerk of the Board
CANCELLATION AND TERMINATION OF
MUTUAL ACCESS AND PARKING EASEMENT
Western Maricopa Education Center District 402, a political subdivision of the state
of Arizona (“West-MEC”) and Buckeye Union High School District No. 201 (“Buckeye
Union”) (collectively, the "Parties") hereby sign and enter into this Cancellation and
Termination of Mutual Access and Parking Easement Agreement effective ___ day of
November 2028 (“Effective Date”).
WITNESSETH:
WHEREAS, West-MEC and Buckeye Union are parties to that certain Mutual Access
and Parking Easement Agreement dated June 8, 2021 (the “Parking Easement Agreement”),
for non-exclusive cross-access easements and mutual common parking easements, and a right
of first refusal granted to West-MEC (“Easements and ROFR”), as more particularly set forth
and described and depicted in said Parking Easement Agreement; and
WHEREAS, Buckeye Union and the City of Buckeye, Arizona, have negotiated an
intergovernmental agreement for land-exchange with an effective date of July 7, 2026 (“Land
Exchange IGA”); and
WHEREAS, the Land Exchange IGA includes the property that is the subject of the
Easements and ROFR (the “District Property”), generally described in Exhibit A attached
hereto; and;
WHEREAS, pursuant to the Land Exchange IGA, Buckeye Union and the City of
Buckeye anticipate that escrow will close on November 3, 2028, at which time the City will
acquire fee title to the District Property; and
35
8073812.3
WHEREAS, West-MEC and the City have separately negotiated an agreement for non-
exclusive cross-access easements and mutual common parking easements, which will become
effective contemporaneously with the cancellation and termination of the Parking Easement
Agreement; and
WHEREAS, the Parties hereto, subject to the terms hereof have agreed to cancel and
terminate the Parking Easement Agreement as provided in this Cancellation and Termination
of Mutual Access and Parking Easement Agreement (“Cancellation and Termination
Agreement’).
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable considerations, paid by each party hereto to the other, the receipt
and sufficiency of which are hereby mutually acknowledged, the Parties hereto hereby agree
as follows:
1.
Recitals. The foregoing recitals are hereby incorporated into this
Agreement as those fully rewritten herein at length.
2.
Parking Easement Agreement Cancellation and Termination. The
Parking Easement Agreement is hereby cancelled and terminated effective on the conveyance
of the District Property to the City in accordance with the terms and conditions of the Land
Exchange IGA. Furthermore, all rights in favor of West-MEC and/or Buckeye Union under the
Parking Easement Agreement are cancelled, terminated and extinguished and shall be of no
further force and effect, including without limitation, all easements and rights of first refusal.
Except for the obligations, duties and rights of the parties as provided in this Cancellation and
Termination Agreement, as of the Effective Date and except as provided herein, Buckeye
Union and West-MEC shall hereby forever release and discharge each other and their
respective Board members, officers, managers, members, shareholders, principals, partners,
agents and employees from any and all claims, obligations, liabilities, damages, losses,
demands and causes of action which either party ever had, now has, or in the future may have
against the other party arising from, under, or in any way related to the Parking Easement
Agreement.
3.
Miscellaneous.
Under
this
Cancellation
and
Termination
Agreement all of Buckeye Union’s obligations under the Parking Easement Agreement,
express or implied, financial or otherwise, are hereby terminated except as set forth herein.
Further, under this Cancellation and Termination Agreement all of West-MEC’s obligations
under the Parking Easement Agreement, express or implied, financial or otherwise, are hereby
terminated except as set forth herein. This Cancellation and Termination Agreement contains
the entire understanding of the parties with respect to its subject matter hereof and supersedes
all prior written agreements of the parties with respect to the subject matter hereof. This
Cancellation and Termination Agreement may only be amended by a writing signed by
both of the parties hereto. This Cancellation and Termination Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns. This Cancellation and
Termination Agreement may be executed in one or more counterparts, which together shall
constitute the Agreement. Facsimile or scanned signature pages of this Cancellation and
36
8073812.3
Termination Agreement shall be valid and binding as original signatures and shall be
considered an agreement of such party to fully execute and deliver originally signed copies of
this Agreement.
4.
Governing Law/Recording. This
Cancellation
and
Termination
Agreement shall be governed by the laws of the State of Arizona and shall become effective
when a copy is recorded in the official records of the Maricopa County Recorder.
[Signature Pages Follow]
37
8073812.3
IN WITNESS WHEREOF, this Cancellation and Termination of Mutual Access and
Parking Easement Agreement has been made as of the date set forth above.
WESTERN MARICOPA EDUCATION
CENTER DISTRICT NO. 402, a political
subdivision of the State of Arizona
By:
Scott Spurgeon, Superintendent
ATTEST:
Clerk of the Board
APPROVED AS TO FORM:
Attorney for West-MEC District No. 402
STATE OF ________________
)
) ss.
COUNTY OF ______________
)
The foregoing instrument was acknowledged before me this _____ day of
____________, 20____, by _____________________, as the ____________________ of
________________________________________, on behalf of Western Maricopa Education
Center District No. 402.
Notary Public
My Commission expires:
38
8073812.3
BUCKEYE UNION HIGH SCHOOL
DISTRICT NO. 201, a political
subdivision of the State of Arizona
By:
Steven Bebee, Superintendent
ATTEST:
Clerk of the Board
APPROVED AS TO FORM:
Nathan D. Schott
Gust Rosenfeld P.L.C.
Attorney for BUHSD No. 201
STATE OF ________________
)
) ss.
COUNTY OF ______________
)
The foregoing instrument was acknowledged before me this _____ day of
____________, 20____, by _____________________, as the ____________________
of________________________________________, on behalf of Buckeye Union High School
District No. 201.
Notary Public
My Commission expires:
12244626.2
39
8073812.3
Exhibit A
(“District Property”)
40
8073812.3
EXHIBIT “E”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
FORM OF WATER CAPACITY BILL OF SALE
BILL OF SALE
WATER CAPACITY
The undersigned Buckeye Union High School District # 201 of Maricopa County, ("Seller") in
consideration and of having received payment of Four Hundred Seventy Two Thousand Eight Hundred
Thirty-Eight and 00/100 Dollars ($472,838) does hereby grant, deliver, sell, transfer, convey and assign
to the City of Buckeye (“Buyer”), Seventy-Four and 40/100 (74.4) GPMs of Seller’s available, unused
water capacity in the North Airport Road Water Campus.
SELLER:
Buckeye Union High School District #201
Date:
BUYER:
City of Buckeye
Date:
41
8073812.3
EXHIBIT “F, G, AND I”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
FORM OF DEED
WHEN RECORDED RETURN TO:
______________________________
______________________________
______________________________
EXEMPT FROM AFFIDAVIT AND
FEE PER A.R.S. § 11-1134(A)(3)
SPECIAL WARRANTY DEED
For valuable consideration, the receipt and sufficiency of which are acknowledged,
___________________________(“Grantor”), conveys to __________________________(“Grantee”),
the following real property situated in Maricopa County, Arizona:
SEE Exhibit “A” ATTACHED HERETO
AND BY THIS REFERENCE MADE A PART HEREOF (the “Property”)
TOGETHER WITH Grantor’s rights, title and interests, if any, in and to all improvements,
buildings, structures and fixtures, if any, located thereon; all easements, if any, benefiting the Property; all
rights, benefits, privileges and appurtenances pertaining to the Property, including any right, title and
interest of Grantor, if any, in and to any property lying in or under the bed of any street, alley, road or right-
of-way, open or proposed, abutting or adjacent to the Property; the strips, gaps or gores, if any, between the
Property and abutting property; all water, water rights, oil, gas or other mineral interests, if any, in, on,
under or above the Property; and all rights and interests to receive any condemnation awards from any
condemnation proceeding pertaining to the Property, sewer rights, water courses, wells, ditches and flumes
located on or appurtenant to the Property.
SUBJECT TO: current taxes; assessments; all covenants, conditions, restrictions, reservations,
easements, encumbrances, liens, and declarations or other matters of record or to which reference is made
in the public record (specifically excluding, however, all mortgages and deeds of trust executed by Grantor,
all liens arising from Grantor’s actions, liens arising from Grantor’s failure to pay amounts due and payable
by Grantor prior to the date hereof); and all matters that an accurate ALTA survey or inspection of the
Property would depict or reveal.
42
8073812.3
AND THE GRANTOR hereby binds itself and its successors to warrant and defend the title against
the acts of the Grantor and no other, subject to the matters set forth above.
DATED as of ____________, 20___.
“GRANTOR”
By: __________________________________
Name:________________________________
Title:_________________________________
STATE OF ________________
)
) ss.
COUNTY OF ______________
)
The foregoing instrument was acknowledged before me this _____ day of ____________,
20____, by _____________________, as the ____________________
of________________________________________, on behalf of the company.
Notary Public
My Commission expires:
43
EXHIBIT A
TO
SPECIAL WARRANTY DEED
[Legal Description]
44
EXHIBIT “H”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
FORM OF ASSIGNMENT
BLANKET ASSIGNMENT AND BILL OF SALE
THIS BLANKET ASSIGNMENT AND BILL OF SALE (“Assignment”) is made as of the _____ day
of______________, 20___ (the “Effective Date”), by ________________________(“Assignor”), for the benefit
of_________________________, LLC, an Arizona limited liability company (“Assignee”).
RECITALS
A.
Assignor and Assignee entered into that certain Purchase Agreement and Escrow Instructions
dated ______________, 2026 (the “Agreement”), whereby, for good and valuable consideration, Assignor agreed
to convey and Assignee agreed to receive that certain real property located more particularly described on Exhibit
A attached hereto and incorporated herein by this reference (the “Property”).
B.
In connection with the foregoing transaction, Assignor desires to transfer and assign to Assignee,
on the terms and conditions set forth below, all of Assignor’s right, title and interest, if any, in all rights, materials
and/or claims relating to Property or the use, entitlement or development thereof, including, without limitation: (i)
all of the personal property, both tangible and intangible, of any kind owned by Assignor and located on or used
in connection with the Property, including but not limited to all equipment, signs, fixtures, trade fixtures,
products, goods, and inventory, (ii) all assignable permits, licenses, applications, approvals, development rights,
and any other authorizations issued by governmental entities or quasi-governmental entities relating to the
Property; (iii) all assignable plats, plans, drawings, designs, engineering materials, studies, reports and other
documents relating to the Property; (iv) all assignable claims, awards, and any similar rights relating to and
benefiting the Property; (v) any and all rights to receive any payments, impact fee or other credits,
reimbursements, or refunds arising from any payments, dedications or any other actions taken by Assignor or any
predecessor in title to the Property; and (vi) all assignable guarantees, warranties, indemnities, and covenants
under any and all contracts and agreements with contractors, subcontractors, suppliers and other persons and
entities providing labor, services or materials in connection with the design, construction and installation of any
improvements to or serving the Property (collectively, the “Property Interests”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Assignor hereby transfers and assigns to Assignee, without representation or warranty of any kind,
all of Assignor’s right, title, and interest, if any, in and to the Property Interests. Assignee does not assume any
duties or obligations of Assignor to be performed, paid or complied with under or with respect to any of the
Property Interests that occurred or are alleged to have occurred prior to the Effective Date. Assignee does not
assume or agree to pay any liability, obligation, or expense of Assignor or relating in any way to the Property
Interests, except to the extent, if any, such obligation: (a) runs with the Property or Property Interests, and is binding
on the owner of the t Property or Property Interests in connection with the ownership or development thereof; or (b) is
deemed to be, or required to be, assumed upon the exercise by Assignee of any right, title, estate, or interest in the
Property or Property Interests; or (c) is otherwise deemed to be, or required to be, the responsibility, obligation, or
45
liability of Assignee as a matter of law. The parties agree to perform, execute, and/or deliver or cause to be
performed, executed, and/or delivered any and all such further acts, instruments, and assurances as may be
reasonably required to give effect the foregoing assignment.
2.
Unless otherwise defined herein, capitalized terms have the meanings described in the Agreement
between the parties.
ASSIGNOR:
By:_______________________________
Name:_____________________________
Title:_______________________________
46
EXHIBIT A
TO
BLANKET ASSIGNMENT AND BILL OF SALE
[Legal Description of the Property]
47
EXHIBIT “J”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
MUTUAL ACCESS AND PARKING EASEMENT AGREEMENT DATED JUNE 8, 2021,
BETWEEN BUCKEYE UNION HIGH SCHOOL DISTRICT AND WEST-MEC
48
49
50
51
52
53
54
55
56
57
58
EXHIBIT “K”
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
LIST OF MEDIATORS
1.
Convergent ADR
Hon. Peter Swann (Ret.) or David Duncan (Ret.)
3033 N. Central Avenue Suite 500
Phoenix, AZ 85012
Tel: (602) 313-8811
Website: www.convergentadr.com
2.
Hon. Mark Aceto (Ret.)
Aceto Mediation
7650 S. McClintock Drive
Suite 103-469
Tempe, AZ 85284
Tel: 480.272.2654
Website: www.acetomediation.com
3.
Sherman D. Fogel, P.A.
Sherman D. Fogel
2211 East Camelback Road Unit 807
Phoenix, AZ 85016
Tel: (602) 264-3330
Website: www.shermanfogel.com
4.
Such other mediator(s) that the Parties may agree upon in writing.
59
APPENDIX 1
TO
INTERGOVERNMENTAL AGREEMENT
FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
FINANCIAL OVERVIEW
60
APPENDIX 1
SETTLEMENT STATEMENT - ESTIMATE
BUCKEYE UNION HIGH SCHOOL DISTRICT #201 (BUSHD)
Valuation
Notes
APN 504-20-004J
$ 13,100,000
Appraised value.
Water Capacity (74.4 GPM)
$ 472,838.00
74.4 GPM at $6,355.35 per GPM.
A-Wing Lease
$
-
5/4/2021 is effective date of lease; if
terminated in year 7 or later no
termination fee; IGA close of escrow
date is 11/3/2028.
Total Consideration (Credit) =
$ 13,572,838
CITY OF BUCKEYE (CITY)
Valuation
Notes
APNs 400-75-105K, 400-75-105J, 400-75-106 (620 Property)
$ 1,500,000
Appraised Value / purchased by City in
2025.
Design Firm
$ 300,000
10% of estimated construction cost.
Construction / Improvements
$ 3,000,000
BUHSD's estimated costs.
City Construction Project Management Services
$ 99,000
3% of design/construction costs.
Ptn of APN 400-16-004B (A-Wing Property)
$ 1,600,000
Appraised value / acquired via 2007
land-exchange agreement with BUHSD.
Design Firm
$ 580,000
10% of estimated construction cost.
Construction / Improvements
$ 5,878,749
BUHSD's estimated costs.
City Construction Project Management Services
$ 193,762
3% of design/construction costs
Fillmore Street
$ 92,500
Fillmore Survey plus 50% of first year's
annual operations and maintenance
costs.
Land Advisors Commission
$ 327,500
2.5% of land cost.
Total Consideration (Credit) =
$ 13,571,511
Difference
$ 1,327