2016-04-14 BUCKEYE FHC PURCHASE CONTRACT.DOC

REAL ESTATE PURCHASE CONTRACT
The parties to this Real Estate Purchase Contract (the “Contract”) are the Maricopa
County, a political subdivision of the State of Arizona (hereinafter “Seller”), and the City of
Buckeye, Arizona, a municipal corporation organized under the laws of the State of Arizona
(hereinafter “Buyer”). The Seller agrees to sell and the Buyer agrees to purchase certain real
property under the terms and conditions set forth below:
1. LEGAL DESCRIPTION
The Property to be conveyed by the Seller to the Buyer under this Contract is
legally described in Exhibit A, attached hereto and made a part hereof.
2. PURCHASE PRICE
The total purchase price for the Property is $229,927.68 to be paid by the Buyer
to the Seller through Mary Garcia at Fidelity National Title, One East Washington Street, Suite
450, Phoenix, Arizona 85004, serving as Escrow Agent, upon close of escrow.
3. BROKERAGE COMMISSION
The Seller has represented himself, and has not been represented by a real estate
broker, agent or agency to market and sell the Property. Seller is solely responsible for
compensating costs contained within any agreements, and hereby indemnifies the Buyer against
any claim for commission (including all costs and attorneys’ fees expended in defending against
such claim) arising from or related to the transaction set forth in this Contract. This indemnity
shall survive termination of this Contract.
4. RISK OF LOSS
Except as otherwise provided in this Contract, all risk of loss related to ownership
and possession of the Property, including liability to third persons, shall be the responsibility of
the Seller until the title and possession of the Property passes to the Buyer at Close of Escrow.
Seller shall indemnify and hold Buyer harmless for all such loss, damage, liability, fees or costs
of any kind whatsoever, except those caused by the Buyer. This indemnity shall survive
termination of this Contract.
5. TITLE INSURANCE; CLOSING COSTS AND PRORATIONS
5.1 Escrow Agent shall issue or cause to be issued a standard coverage owner’s
policy of title insurance in the amount of the purchase price and naming Buyer as the insured.
Seller agrees that the cost of the title policy, including but not limited to any real property taxes
and assessments due on the Property, shall be deducted from Seller’s proceeds at Close of
Escrow. Buyer and Seller each agree to pay one-half (1/2) of the Closing costs and Escrow
charges except as previously stated herein. The Buyer shall be responsible for all taxes and
assessments levied against the Property after the closing date.
SBS:sbs 2629259.5 4/13/2016
1

5.2 All of the above-referenced costs that are the responsibility of the Buyer
shall be paid into escrow on or before the Close of Escrow in addition to the purchase price. All
costs that are the responsibility of the Seller as referenced above shall be paid from the proceeds
of the sale price to which the Seller is entitled.
6. TITLE WARRANTY
Title to the Property shall be transferred by the Seller to the Buyer at the Close of
Escrow by Special Warranty Deed, which shall include conveyance of all surface and ground
water rights belonging to the Property. As more fully described in Paragraph 7 hereinbelow,
Buyer has had adequate time and opportunity to complete investigations, studies and surveys on
the Property. Buyer is satisfied with the condition of the Property at the time of this Contract and
at the Close of Escrow, and agrees to accept the Property and title to the Property in “as is”
condition.
7. INVESTIGATIONS
The Phase I environmental site assessment (“Phase I study”) that was conducted
on the Property will expire on May 21, 2016 and will require updating by Seller, at Seller’s cost,
if Close of Escrow does not occur by May 21, 2016. Should Close of Escrow not occur by
May 21, 2016, Close of Escrow shall occur no later than 10 calendar days following Buyer’s
approval of an updated Phase I study. Subject to the foregoing, Buyer verifies and warrants that
it has had adequate time to make and have completed such investigations, surveys and physical
inspections of the Property, including but not limited to a Phase I study, as Buyer deems
necessary to assure Buyer that the Property is suitable for Buyer’s intended purposes and that no
hazardous wastes or substances are located on or under the Property. After receiving the results
and reports of such investigations, surveys and physical inspections on the Property, including
approval of an updated Phase I study, as applicable, Buyer accepts the Property in “as is”
condition. Seller has no obligation to cure or remove any matter found as a result of any
investigations, surveys and physical inspections of the Property or otherwise.
8. SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS
Seller warrants, represents, and covenants (with the understanding that Buyer is
relying on these warranties, representations, and covenants) that:
8.1. Except as reflected in the preliminary title report and any other reports,
inspections, investigations and studies Buyer regarding the Property , there are no claims,
actions, suits, or other proceedings pending or threatened by any governmental department or
agency or any other corporation, partnership, entity, or person whomsoever, nor any voluntary
actions or proceedings contemplated by Seller, which in any manner or to any extent may
detrimentally affect Buyer’s right, title, or interest in and to the Property or the value of the
Property or Seller’s ability to perform Seller’s obligations under this Contract.
SBS:sbs 2629259.5 4/13/2016
2

8.2. Seller owns the Property in fee simple, and has full power and authority to
execute this Contract and to consummate the transaction contemplated herein.
8.3. There is no pending or threatened condemnation affecting any part of the
Property, and Seller has not received any notice of any such proceeding and has no knowledge
that any such proceeding is contemplated.
8.4. Seller is not prohibited from consummating the transactions contemplated
by this Contract or any law or regulation.
8.5. There are no parties in adverse possession of the Property; there are no
parties in possession of the Property except Seller; and no party has been granted any license,
lease, or other right relating to the use of possession of the Property.
8.6. There are no attachments, executions, assignments for the benefit of
creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy
or pursuant to any other laws for relief of debtors contemplated or filed by Seller or pending
against Seller or affecting or involving the Property.
8.7. There is no default, nor has any event occurred which with the passage of
time or the giving of notice or both would constitute a default in any contract, mortgage, deed of
trust, lease, or other instrument which relates to the Property or which affects the Property in any
manner whatsoever.
8.8. There are no contracts or other obligations outstanding for the sale,
exchange, or transfer of all or any part of the Property.
8.9. Seller has not received notices from any insurance companies,
governmental agencies, or any other person with respect to violations concerning the Property.
If any notices of violations are received prior to Close of Escrow, Seller shall immediately
submit copies to Buyer and Buyer’s review and acceptance shall be a condition precedent to
Close of Escrow.
8.10. Seller will not at any time prior to Close of Escrow grant to any person
any interest in the Property.
9. BUYER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS
Buyer warrants, represents, and covenants (with the understanding that Seller is
relying on these warranties, representations, and covenants) that:
9.1 Standing. Buyer has full power and authority to enter into this Contract
and complete the transaction.
9.2 Violations; Consents; Defaults. Neither the execution of this Contract not
the performance by Buyer of its obligations under this Contract will result in any breach or
SBS:sbs 2629259.5 4/13/2016
3

violation of the terms of any law, rule, ordinance or regulation. There are no consents, waivers,
authorizations or approvals from any third party necessary to be obtained by Buyer in order to
carry out the transactions contemplated by this Contract.
10. OPEN AND CLOSE OF ESCROW
Escrow shall be opened by the Escrow Agent within 5 business days of execution
of this Contract by Buyer and Seller. Subject to the provisions of Paragraph 7 of this Contract,
Close of Escrow shall occur on or before 10 calendar days from opening of Escrow. Close of
Escrow will be at the offices of the Escrow Agent set forth in Paragraph 2 herein. At the Close
of Escrow, both the title to and possession of the Property shall be transferred from the Seller to
the Buyer. Any monetary encumbrances existing against the Property at the Close of Escrow
shall be satisfied from the proceeds of the sale price.
11. USE OF SUBJECT PROPERTY
After this Contract is executed, Seller agrees to maintain the Property through
Close of Escrow in the same condition the Property exists at the execution of this Contract,
general wear and tear excepted. Seller may remove the security system equipment and devices at
the Property. Other than the security system equipment and devices, Seller shall not remove any
other fixtures or improvements from the Property unless otherwise agreed to by the Buyer in
writing. Seller agrees that Buyer may enter upon the Property prior to Close of Escrow. Buyer
shall be solely responsible for any impact Buyer causes to the Property prior to Close of Escrow.
12. NO RIGHT TO ENCUMBER
The Seller shall not voluntarily encumber the Property after execution of this
Contract.
13. ENVIRONMENTAL LIABILITY
To the best of Seller’s knowledge no hazardous substances or wastes or petroleum
products have been located on the Property, and Seller has received no notice of any violations
of any local, state or federal statutes or laws governing the generation, treatment, storage,
disposal or clean-up of hazardous substances. To the best of Seller’s knowledge, there are no
underground storage tanks on the Property. Further, Buyer acknowledges that Seller has
provided a Phase I environmental report on the Property to Buyer and Buyer has had the
opportunity to review such report.
14. ASSIGNABILITY
Neither the Seller nor the Buyer may assign any of its rights or obligations under
this Contract without the other party’s advance written consent. This Contract shall be binding
upon Seller and Buyer and their respective successors and assigns.
15. DEFAULT
SBS:sbs 2629259.5 4/13/2016
4

15.1 Default by Seller: If Seller defaults hereunder at any time, which default
is not cured within five (5) business days after Buyer’s delivery of written notice to Seller, then
at Buyer’s option: (i) Buyer may terminate this transaction and escrow by giving written notice
to Seller and Escrow Agent, whereupon the earnest money, if any, plus interest earned thereon
shall be immediately returned to Buyer without any further signatures necessary and neither
party shall have any further obligation to the other subject to any continuing indemnities herein,
or (ii) Buyer shall be entitled to file suit for specific performance of the terms and provisions of
this Contract and/or for damages and/or may pursue all other rights and remedies available at law
or in equity.
15.2 Default by Buyer: If Buyer defaults hereunder, which default is not cured
within five (5) business days after Seller’s delivery of written notice to Buyer specifying the
nature of the default, Seller shall, as its sole remedy, obtain and retain the earnest money, if any,
plus interest earned thereon as liquidated damages for such breach, Buyer and Seller agreeing
that the amount of damages for such breach by Buyer is difficult to determine at this time and
that the aforesaid sum is a reasonable estimation of the amount of liquidated damages for such
breach under the circumstances existing at the time this Contract is entered into. Upon Escrow
Agent’s delivery of the earnest money plus interest earned thereon to Seller pursuant to this
paragraph, this Contract shall be deemed terminated, subject only to any continuing indemnities
herein. Without limiting the foregoing, Seller shall have no other liability in the event Buyer
defaults or fails to perform hereunder.
15.3 The breaching party shall be responsible to pay all escrow costs and fees
related to this Contract.
15.4 The prevailing party shall be entitled to an award of all costs and
attorneys’ fees incurred should legal action be necessary by either party to enforce the terms of
this Contract.
16. SUPERSEDING AGREEMENT
This Contract constitutes the entire contract of the parties relating to the Property
and the parties agree that the terms of this Contract shall supersede all previous oral and written
Contracts between them.
17. MODIFICATION
The terms of this Contract may only be modified upon written approval of all
parties to this Contract.
18. SEVERABILITY
In the event any provision of this Contract shall be held invalid or unenforceable
by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable
any other provision thereof.
SBS:sbs 2629259.5 4/13/2016
5

19. ARIZONA LAW
Seller and Buyer both acknowledge that this Contract is executed in Maricopa
County, Arizona, and relates to property located in Maricopa County, Arizona. Should legal
action be necessary to enforce the terms of this Contract, all parties agree that the laws of the
State of Arizona shall apply. All parties agree that the proper venue for any lawsuit shall be
Maricopa County, Arizona.
20. AMBIGUITY
This Contract was drafted by the Buyer with the assistance of their attorneys.
Neither the Buyer nor its attorneys at the law firm of Gust Rosenfeld, PLC, have rendered legal
or other advice to Seller regarding sale of the subject property or the specific terms of this
Contract. Seller is aware of its right to obtain independent professional and/or legal assistance
with this Contract and, upon signing of the Contract, represents that they have taken all steps
they deem necessary (including but not limited to, seeking the advice of professionals and/or
attorneys) to assist them with this transaction. Consequently, the ambiguity in this Contract shall
not be construed against either party.
21. CONFLICT OF INTEREST
Pursuant to A.R.S. § 38-511, the Seller or Buyer may cancel this Agreement
within three (3) years after its execution without penalty or further obligation if any person
significantly involved in initiating, negotiating, securing, drafting or creating this Contract on
behalf of the Seller or Buyer is, at any time while the Contract or any extension thereof is in
effect, an employee or agent of the Buyer or Seller, as the case may be, in any capacity or a
consultant to the Buyer or Seller with respect to the subject matter of this Contract. Notice of
any such cancellation shall be given by the Buyer to the Seller or by the Seller to the Buyer with
respect to the subject matter of this Contract. Notice of any such cancellation shall be given by
the Buyer to the Seller or by the Seller to the Buyer pursuant to the terms of A.R.S. § 38-511.
Should cancellation occur under this provision, the Seller shall return to the Buyer all moneys
paid by the Buyer under this Contract or the Buyer shall return to the Seller all moneys paid by
the Seller under this Contract. Additionally, Seller or Buyer, as the case may be, shall be
responsibility for payment of all escrow fees. Buyer shall convey back the Property to the Seller.
22. AUTHORITY TO EXECUTE
The Seller and Buyer both acknowledge that the persons whose signatures appear
below have appropriate authority to execute this Contract on behalf of the Seller and Buyer.
This Contract may be executed in several counterparts, which together shall constitute an
original.
23. NOTICES
SBS:sbs 2629259.5 4/13/2016
6

Notices required or permitted by this Contract shall be given in writing and
personally delivered or sent by first class mail, postage prepaid to:
Seller: Buyer:
Maricopa County City Manager
Attention: Chief Real Estate Officer City of Buckeye
2801 West Durango 530 East Monroe Avenue
Phoenix, Arizona 85009 Buckeye, Arizona 85326
With a copy to:
City Attorney, Scott W. Ruby
Gust Rosenfeld, P.L.C.
One E. Washington Street, Suite 1600
Phoenix, Arizona 85004-2553
IN WITNESS WHEREOF, this Contract shall be effective as of May 4, 2016.
[SIGNATURES ON FOLLOWING PAGE]
SBS:sbs 2629259.5 4/13/2016
7

SELLER: BUYER:
MARICOPA COUNTY, ARIZONA CITY OF BUCKEYE, ARIZONA
a political subdivision of the an Arizona municipal corporation
State of Arizona
By By
Clint Hickman Jackie A. Meck, Mayor
Its Chairman
ATTEST: ATTEST:
By By
Clerk of the Board of Supervisors Lucinda J. Aja, City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
By By
Deputy County Attorney Scott W. Ruby
Gust Rosenfeld, PLC, City Attorney
ESCROW AGENT
Fidelity National Title
By
Mary Garcia
SBS:sbs 2629259.5 4/13/2016
8

EXHIBIT A
TO
REAL ESTATE PURCHASE CONTRACT
LEGAL DESCRIPTION
That certain property according to Instrument #91-085945, Records of Maricopa County,
Arizona, lying within the Southwest quarter (SW1/4) of Section, 5, Township 1 South, Range 3
West, of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more
particularly described as follows:
The North 209.50 feet of the South 249.50 feet of the East 415.83 feet of the West 455.83 feet of
said Southwest quarter (SW1/4) of Section 5.
SBS:sbs 2629259.5 4/13/2016
9