BELLBUTTE_PSA_V5_120122 CLEAN.PDF

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PURCHASE AGREEMENT 
 
C-78-___-___-__-00 
 
 
This Agreement is entered into by and between MARICOPA COUNTY, a political subdivision of 
the State of Arizona (hereinafter Seller), and the CITY OF TEMPE, an Arizona municipal corporation 
(hereinafter Buyer).   
 
Agreement means, when fully executed by Seller and Buyer, this Purchase Agreement.   
 
 
WITNESSED 
 
 
 
THAT Seller agrees to sell to Buyer and the Buyer agrees to purchase from Seller, the property 
described and depicted on Exhibits A and B (the “Property”). 
 
Seller will convey the Property to Buyer via a duly executed Special Warranty Deed, the form of 
which is attached hereto and made a part hereof as Exhibit C (“Special Warranty Deed”).  
 
Buyer’s obligation to purchase the Property is conditioned on Buyer obtaining approval from the 
Buyer’s City Council to proceed with the contemplated purchase of the Property.  Seller’s obligation to 
the sell the Property is conditioned on Seller obtaining approval from the Seller’s Board of Supervisors to 
proceed with the contemplated sale of the Property. 
 
1.  PURCHASE PRICE.  The purchase price for the Property is six thousand dollars ($6,000.00) 
and shall be paid by the Buyer to the Seller on or before the Closing Date, as defined below. 
 
1.01. Closing Date and Due Diligence Period.  Closing shall occur no later than one hundred 
and twenty (120) business days after this Agreement is fully executed, which date shall 
be hereinafter referred to as the Closing or Closing Date.  On the Closing Date both the 
title to and possession of the Property shall be transferred from the Seller to the Buyer.  
Buyer shall have sixty (90) business days after this Agreement is fully executed to 
conduct any and all due diligence it wishes to conduct regarding the Property (Due 
Diligence Period).  If Buyer discovers a condition that it deems will prohibit it from 
proceeding to the Closing, it shall notify Seller, and both parties shall be immediately 
relieved of any and all responsibilities under this Agreement. 
 
1.02.  Purchase Price, Closing Costs and Prorations. 
 
a) Seller agrees that the cost of any real property taxes and assessments due (if any) 
on the Property, shall be deducted from Seller’s proceeds on the Closing Date.  
Buyer and Seller each agree to pay one-half (1/2) of the Closing costs except as 
previously stated herein. The Buyer shall be responsible for all taxes and 
assessments levied against the Property after the Closing Date.  Each party agrees 
to pay its own attorney fees. 
 
b) Buyer shall pay Seller purchase price in full on or before the Closing Date.

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1.03. Brokerage Commission.  The Buyer and Seller hereby agree that they have represented 
themselves in this transaction and no real estate broker, agent, or agency was contacted 
to market and/or sell the Property, nor was any real estate broker, agent, or agency 
responsible for negotiating the terms of this Agreement.  If any real estate broker, agent, 
or agency should make a claim for commission(s), the party whose action led to such 
claim shall be solely responsible for the resolution of such issue, including the obligation 
to indemnify, hold harmless, and defend all other parties hereto.  This indemnity shall 
survive termination of this Agreement. 
 
1.04. Closing Documents.  On or before the Closing Date, Seller shall deliver to Buyer: 
 
A Special Warranty Deed, duly executed and acknowledged by the Seller, conveying 
the Property to the Buyer. 
 
3. SELLER'S REPRESENTATIONS.  
 
3.01. 
Seller owns the Property in fee simple and has full power and authority to execute this 
Agreement and to consummate the transaction contemplated herein. 
 
3.02. 
Seller represents that there is no pending or threatened condemnation proceeding 
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. 
 
3.03. 
Seller represents that 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 or possession of the Property Seller 
has not granted any rights of first refusal or options to purchase the Property to any third 
party.  
 
3.04. 
Seller makes no representations whatsoever regarding conditions or features of the 
Property.  
 
3.05. 
Seller further makes no representation as to zoning, access, availability of utilities, or 
development potential of the site.   
 
3.06. 
Seller is a political subdivision of the State of Arizona, and therefore is exempt from 
paying real property taxes. Upon completion of the recording of the conveyance deed to 
the Buyer, Buyer shall become responsible for real property taxes and assessments (if 
any) as required by law.   
 
3.07. 
Upon full execution of this Agreement, Seller agrees that it will not at any time prior to 
Closing Date, grant to any party any interest in the Property or voluntarily encumber the 
Property.   
 
3.08. 
After this Agreement is fully executed, Seller agrees to continue to maintain the Property 
through Closing Date in the same condition the Property exists at the execution of this 
Agreement, general wear and tear excepted.

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All representations and warranties contained in this Agreement are true on and as of the date of this 
Agreement and will be true on and as of the Closing Date. 
 
4. BUYER'S REPRESENTATIONS.  
 
4.01. 
Buyer represents that it has full power and authority to enter into this Agreement and to 
consummate all of the transactions hereby contemplated and agrees that simultaneous 
with execution of this Agreement, Buyer shall provide proof that the person who 
executed this Agreement on behalf of Buyer has the legal authority to bind Buyer.   
 
4.02. 
Buyer represents that neither the execution of this Agreement nor the performance by 
Buyer of its obligations under this Agreement will result in any breach or 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 Agreement.   
 
5. ASSIGNABILITY.  Neither the Seller nor the Buyer may assign any of its rights or obligations 
under this Agreement without the other party’s advance written consent.  This Agreement shall be binding 
upon Seller and Buyer and their respective successors and assigns. 
 
6. “AS-IS, WHERE IS”.  On the Closing Date, the Property will be conveyed to the Buyer by 
Seller in a strict “as is, where is” condition. Seller has made no representations or warranties regarding the 
condition of the Property other than as set forth in this document and Buyer does not and may not rely upon 
any representation or warranty that is not set forth in writing in this Agreement or in the Special Warranty 
Deed. 
 
7. NOTICES.  No notices, waiver or other communication under this Agreement shall be effective 
unless in writing and personally served, or sent by certified mail, return receipt requested, with postage 
prepaid or by commercial express delivery service providing receipted delivery.  All such notices shall be 
addressed to the parties at the addresses noted below.  If personally served or sent via commercial delivery 
service, any such notice shall be deemed given at the time of such service or, if by mail, two (2) days 
following the depositing of the same in a post office box regularly maintained by the United States Postal 
Service. 
 
 
SELLER:  
 
 
 
 
BUYER: 
 
Maricopa County 
 
 
 
 
City of Tempe  
Attn: Director, Real Estate Department 
 
City Manager 
 
2801 W. Durango Street 
 
 
 
31 East Fifth Street 
Phoenix, AZ 85009 
 
 
 
 
Tempe, AZ 85281 
 
8. GENERAL PROVISIONS.  
 
8.01. 
Date of Agreement.  The date of this Agreement for all purposes where such date is 
referenced herein shall be the date last signed on the signature pages that follow. 
 
8.02. 
Section Headings.  The section headings in this Agreement are inserted only as a matter 
of convenience in reference and are not to be given any effect whatsoever in construing 
any provision of this Agreement.

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8.03. 
Authority to Execute.  The Seller and Buyer both acknowledge that the persons whose 
signatures appear below have appropriate authority to execute this Agreement on behalf 
of the Seller and Buyer. 
 
8.04. 
Counterparts.  This Agreement may be signed in any number of counterparts with the 
same effect as if the signatures thereto and hereto are upon the same instrument. 
 
8.05. 
Attorney Fees.  If there is any litigation or arbitration between Seller and Buyer to 
enforce or interpret any provisions or rights of this Agreement, the unsuccessful party 
in the litigation or arbitration, as determined by the court or arbitrator, agrees to pay the 
successful party, as determined by the court or arbitrator, all costs, reasonable legal fees, 
and expenses (through trial and appeal), including, but not limited to, reasonable 
attorney fees incurred by the successful party in a reasonable amount. 
 
8.06. 
Severability.  If any term, covenant, condition or provision of this Agreement, or the 
application thereof to any person or circumstance shall, at any time or to any extent, be 
invalid or unenforceable, the remainder of this Agreement, or the application of such 
terms or provision to persons or circumstances other than those as to which it is held 
invalid or unenforceable, shall not be affected thereby, and each term, covenant, 
condition and provision of this Agreement shall be valid and be enforceable to the fullest 
extent permitted by law. 
 
8.07. 
Conflict of Interest.  This Agreement is subject to A.R.S. 38-511 and may be canceled 
pursuant thereto. 
 
8.08. 
Waiver.  Failure of either party to exercise any right or option arising out of a breach of 
this Agreement shall not be deemed a waiver of any right or option with respect to any 
subsequent or different breach, or the continuance of any existing breach. 
 
8.09. 
Ambiguity.  This Agreement was drafted by the Seller with the assistance of their 
attorneys.  Neither the Seller nor its attorneys have rendered legal or other advice to the 
Buyer regarding sale of the Property or the specific terms of this Agreement.  Buyer is 
aware of its right to obtain independent professional and/or legal assistance with this 
Agreement and, upon signing of the Agreement, 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, any ambiguity in 
this Agreement shall not be construed against either party. 
 
8.10. 
Governing Law.  This Agreement shall be deemed to be made under, and shall be 
construed in accordance with and shall be governed, interpreted and regulated by, the 
laws of the State of Arizona, and arbitration proceedings, if applicable, or suit to enforce 
any provision of this Agreement or to obtain any remedy with respect hereto may be 
brought in the Superior Court of the State of Arizona, Maricopa County or in the United 
States District Court for the District of Arizona, and for this purpose each party hereby 
expressly and irrevocably consents to the jurisdiction of said Courts.  
 
8.11. 
Statutory Authority.  The Property is being sold to Buyer in compliance with A.R.S. 
11-251(9) with unanimous consent of Seller’s Board of Supervisors.

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8.12. 
Time is of the Essence.  Other than where this Agreement provides for a period of cure, 
time is of the essence in the performance of all obligations under this Agreement.  If the 
time for performance of any obligation or for taking any action under the Agreement 
expires on a Saturday, Sunday, or legal holiday, the time for performance or for taking 
action will be extended to the next succeeding day which is not a Saturday, Sunday, or 
legal holiday.  
 
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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Accepted and executed this _____ day of ____________, 2021.  
 
BUYER: 
SELLER: 
CITY OF TEMPE,  
an Arizona municipal corporation 
 
 
 
By: _________________________________ 
       Andrew B. Ching 
       Tempe City Manager 
 
 
Date:  ____________________________ 
 
MARICOPA COUNTY, 
a political subdivision of the State of Arizona  
 
 
 
By: _______________________________ 
      Bill Gates 
      Chairman of the Board of Supervisors 
 
Date:  _____________________________ 
 
 
 
_____________________________________ 
City Clerk 
 
ATTEST: 
 
 
____________________________________ 
Clerk of the Board                               Date 
 
APPROVED AS TO FORM: 
 
 
__________________________________ 
                                   Date 
City Attorney 
APPROVED AS TO FORM: 
 
 
___________________________________ 
Deputy County Attorney                     Date

EXHIBIT A 
Legal Description

EXHIBIT B 
Depiction of the Property

EXHIBIT B 
Special Warranty Deed 
 
WHEN RECORDED RETURN TO: 
 
City of Tempe 
31 East Fifth Street 
Tempe, Arizona 85281 
 
 
EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3) 
C-__-__-____-___-___ 
SPECIAL WARRANTY DEED 
This Special Warranty Deed is made on the _____ day of ___________________________, 2022 
by MARICOPA COUNTY a political subdivision of the State of Arizona (GRANTOR), to the CITY OF 
TEMPE, an Arizona municipal corporation (GRANTEE). 
Witness that GRANTOR, for good and valuable consideration, receipt of which is acknowledged, 
hereby grants and conveys to GRANTEE all of its rights, title and interest in and to the following real 
property situated in Maricopa County, Arizona, together with all rights and privileges appurtenant thereto: 
 
SEE ATTACHED EXHIBITS “A” AND “B” HERETO 
AND BY REFERENCE MADE A PART HEREOF 
 
SUBJECT TO current real property taxes, zoning and other governmental restrictions, and all 
covenants, conditions, restrictions, easements, rights-of-way, and other matters of record or matters that 
could be disclosed by a visual inspection or accurate survey of the real property. 
 
GRANTOR warrants the title against all acts of the GRANTOR herein and no other.  The Property 
is being conveyed to GRANTEE in an “AS IS, WHERE IS” condition in compliance with A.R.S. 11-
251(9) with unanimous consent of GRANTOR’S Board of Supervisors.  No other covenants or warranties, 
express or implied, are given by this Special Warranty Deed. 
 
 
 
 
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, GRANTOR has set its hand and seal the day and year first above written. 
 
GRANTOR: 
MARICOPA COUNTY, a political subdivision of the State of Arizona 
 
 
By_________________________________ 
 
Bill Gates 
 
Chairman of the Board of Supervisors 
 
ATTEST: 
 
 
 
By_________________________________ 
     Clerk of the Board                           Date 
 
 
APPROVED AS TO FORM: 
 
 
By_________________________________ 
     Deputy County Attorney                 Date 
 
 
 
 
 
STATE OF ARIZONA 
) 
) 
COUNTY OF MARICOPA 
) 
The foregoing instrument was acknowledged before me this ___ day of __________________, 
2022, by Bill Gates, the Chairman of the Board of Supervisors, on behalf of Maricopa County, Arizona. 
 
(SEAL and Expiration Date) 
 
 
 
 ____________________________________  
 
Notary Public

GRANTEE ACCEPTANCE: 
CITY OF TEMPE, an Arizona municipal corporation 
 
 
By_________________________________ 
 
Andrew B. Ching 
 
Tempe City Manager 
 
 
APPROVED AS TO FORM: 
 
By___________________________________ 
     City Attorney                           Date