PURCHASE AGREEMENT FOR AVONDALE 4-3-20.PDF

Page 1 of 13 
 
 
PURCHASE AGREEMENT 
AND TRANSACTION INSTRUCTIONS 
C-78 
 
 
This Agreement is entered into by and between MARICOPA COUNTY, a political subdivision of 
the State of Arizona (hereinafter Seller), and the CITY OF AVONDALE, an Arizona municipal 
corporation (hereinafter Buyer).   
 
Agreement means, when fully executed by Seller and Buyer, this Purchase Agreement and 
Transaction Instructions (hereinafter Agreement), 
 
 
WITNESSED 
 
 
THAT Seller agrees to sell to Buyer and the Buyer agrees to purchase from Seller, the property 
described and depicted on Exhibit A, attached hereto and made a part hereof, (hereinafter Property). 
 
Seller will convey title to and possession of the Property to Buyer via a duly executed deed 
(“Deed”), the form of which is attached hereto and made a part hereof as Exhibit B.  
 
1.   
PURCHASE PRICE.  The purchase price for the Property is eight thousand three hundred 
and six dollars ($8,306.00) and shall be paid by the Buyer to the Seller in exchange for a Deed. 
 
1.01. 
Buyer’s Investigations; Right of Entry. Upon full execution of this Agreement, Buyer, 
and its agents or assigns, in accordance with Section 3.01 of this Agreement, shall have 
the right to enter the Property to conduct Buyer Investigations, as hereinafter defined.  
 
1.02. 
Appraisal.  Seller has provided Buyer a copy of the appraisal of the parcel of land 
known as Maricopa County Assessor Parcel Number 101-01-017, of which the 
Property is a part. The appraisal: (1) was provided to Seller by others; (2) was not 
prepared by or verified by Seller; (3) was provided simply as an accommodation to 
Buyer; and (4) Seller makes no representations or warranties as to its accuracy or 
completeness. 
 
1.03. Consideration Date.  Buyer shall issue and deliver to Seller payment for the purchase 
price by certified check, cashier's check or bank wire transfer, within sixty (60) business 
days after the last day of the Inspection Period, as hereinafter defined, which date shall 
be referred to as the Consideration Date.   
 
1.04. Close of Transaction Date. Seller shall execute and record a Deed for the transfer of 
the Property within thirty (30) days after the Consideration Date (Close of Transaction 
Date).  At the discretion of the Director of Maricopa County Real Estate Department, 
the Close of Transaction Date may be extended by not more than thirty (30) days. At the 
Close of Transaction Date, both the title to, and possession of, the Property shall be 
transferred from the Seller to the Buyer.

Page 2 of 13 
2. 
SELLER'S REPRESENTATIONS.  
 
2.01. 
Seller owns the Property in fee simple, and has full power and authority to execute this 
Agreement and to consummate the transaction contemplated herein. 
 
2.02. 
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. 
 
2.03. 
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 of possession of the Property.  Seller 
has not granted any rights of first refusal or options to purchase the Property to any other 
third party.  
 
2.04. 
Seller makes no representations whatsoever regarding conditions or features of the 
Property.  
 
2.05. 
Seller further makes no representation as to zoning, access, availability of utilities, or 
development potential of the Property.   
 
2.06. 
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 any real property taxes and assessments 
(if any) as required by law.   
 
2.07. 
Upon full execution of this Agreement, Seller agrees that it will not at any time prior to 
the Close of Transaction Date, grant to any party any interest in the Property or 
voluntarily encumber the Property.   
 
3. ACCESS TO PROPERTY. 
 
3.01. 
Buyer’s Investigations; Right of Entry.  Upon full execution of this Agreement, and 
ending at 5 p.m. on the thirtieth (30th) day after (hereinafter Inspection Period), Buyer 
and its agents or assigns, shall have the right to enter the Property, via a separate right 
of entry, at their sole cost and expense, for the purposes of completing such 
investigations, surveys and physical inspections of the Property, including but not 
limited to a Phase I environmental site assessment, and if necessary, a Phase II 
environmental site assessment (hereinafter Buyer Investigations), 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.  If the 
Buyer Investigations are not acceptable to Buyer, in Buyer’s sole discretion, Buyer may 
deliver written notice terminating this Agreement to Seller on or before the end of the 
Inspection Period.  If Buyer timely delivers a written termination notice, this Agreement 
will be deemed immediately cancelled.  Seller has no obligation to cure or remove any 
matter found as a result of the Buyer Investigations.  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.

Page 3 of 13 
 
3.02. 
Insurance.  The parties acknowledge and agree that both Buyer and Seller are self-
insured.  If Buyer chooses to enter the Property for the purposes of conducting the Buyer 
Investigations contemplated above, Buyer and/or Buyer’s contractors shall obtain and 
keep in force during the term of the entry, a commercial general liability insurance 
policy with a combined single limit of not less than $2,000,000 covering single limit 
coverage per occurrence for bodily injury, personal injury and property damage and 
workers’ compensation with limits not less than $2,000,000 for each accident, 
$2,000,000 disease for each employee, and $2,000,000 disease policy limit.  All policies 
of insurance required to be provided hereunder by Buyer shall be issued by insurer(s) 
licensed and qualified to do business in the State of Arizona, with a current A.M. Best 
Company rating of at least B++VII.  Prior to entry, Buyer shall deliver to Seller 
certificates of insurance, evidencing the existence and amounts of the policies of 
insurance required pursuant to this section, as well as the deductibles.  
 
3.03. 
Reports.  Seller shall be named as a party authorized to view and rely on the results of 
any reports(s) produced by or on behalf of Buyer as a result of Buyer Investigations 
contemplated above and shall be provided with a copy of any such reports at Buyer’s 
expense.   
 
3.04. 
Damages.  Buyer shall be solely responsible for any damage Buyer causes to the 
Property prior to the Close of Transaction Date. 
 
3.05. 
Claims arising out of entry.  To the extent not prohibited by law, Buyer, and its agents or 
assigns, agree to indemnify, defend, and hold harmless the Seller, as indemnitee, from and 
against any and all claims, losses, liability, costs, or expenses (including reasonable 
attorney’s fees) (hereinafter collectively referred to as Claims) arising out of Buyer’s or its 
officers, officials, agents, employees, or contractors entry on to the Property for the 
purposes of conducting the investigations, surveys, and inspections contemplated herein 
but only to the extent that such Claims are caused by the act, omission, negligence, 
misconduct, or other fault of the Buyer and its officers, officials, agents, employees, or 
contractors. 
 
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. RISK OF LOSS.  Except as otherwise provided in this Agreement, all risk of loss related to 
ownership of the Property, including liability to third persons, shall be the responsibility of the Seller until

Page 4 of 13 
the title of the Property passes to the Buyer on the Close of Transaction Date.  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 Agreement.    
 
6. 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.   
 
7. 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. 
 
 
8. BREACH OF AGREEMENT, DAMAGES.  
 
8.01. 
In the event of (i) the breach or non-performance of this Agreement by Seller, or (ii) a 
default in the performance of any of its obligations hereunder by Seller, and if Seller 
fails to cure the breach, non-performance or default within thirty (30) business days after 
receipt of written notice from Buyer specifying the breach or default, then the 
Agreement shall be canceled and the Seller shall be liable for all customary transaction 
cancellation charges, if any. Payment of such charges will be the Buyer's sole and 
exclusive remedy in the event of default by Seller.  Buyer hereby waives and releases 
any right to (and hereby covenants that Buyer shall not) sue the Seller for (a) specific 
performance, or (b) damages related to this cancelation. 
 
8.02. 
In the event of (i) the breach or non-performance of this Agreement by Buyer, or (ii) 
Buyer fails to close this transaction, other than due to the default of the Seller, and if 
Buyer fails to cure the breach, non-performance or failure within thirty (30) business 
days after receipt of written notice from Seller specifying the default, the Agreement 
shall be canceled and the Buyer shall be liable for all customary transaction cancellation 
charges, if any.  Payment of such charges will be the Seller’s sole and exclusive remedy 
in the event of default by Buyer.   Seller hereby waives and releases any right to (and 
hereby covenants that Seller shall not) sue the Buyer for (a) specific performance, or (b) 
damages related to this cancelation. 
 
9. “AS-IS, WHERE IS”.   
 
9.01. 
The Seller has provided to Buyer, at Seller’s expense, a preliminary title report on the 
Property (hereinafter Title Report). Further, in the event that any updates, supplements 
or amendments to the Title Report are subsequently prepared, copies of such documents 
shall be delivered to Buyer.  Except with respect to any title exception intentionally and 
voluntarily created by Seller after the issuance of the Title Report, nothing herein shall 
be deemed to impose on Seller any obligation to bring any action or proceeding, or to 
expend any unreasonable (in Seller's sole and absolute discretion) sum or effort in order 
to fulfill any condition, nor shall Buyer otherwise have any right or action against Seller 
in respect thereof.

Page 5 of 13 
 
9.02.    The Property will be conveyed to the Buyer by Seller in a strict “as is, where is” condition 
and without title insurance.  Seller has made no representations or warranties regarding 
the condition of the Property, or the title to the Property, other than as set forth in this 
document and Buyer shall not rely upon any representation or warranty that is not set 
forth in writing in this Agreement or in the Deed. 
 
10. 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 certified 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 Avondale  
 
Attn: Director, Real Estate Department  
City Manager 
      2801 W. Durango Street 
 
11465 Civic Center Drive 
 
Phoenix, AZ 85009 
 
 
 
Avondale, AZ 85323 
 
11. GENERAL PROVISIONS.  
 
11.01. 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. 
 
11.02. 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. 
 
11.03. 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. 
 
11.04. 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. 
 
11.05. 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 reasonable costs, legal fees, 
and expenses (through trial and appeal), including, but not limited to, reasonable 
attorney fees incurred by the successful party 
 
11.06. 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

Page 6 of 13 
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. 
 
11.07. Conflict of Interest.  This Agreement is subject to A.R.S. 38-511 and may be canceled 
pursuant thereto. 
 
11.08. Waiver.  Failure of any 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. 
 
11.09. 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. 
 
11.10. 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 Court.  
 
11.11. 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. 
 
11.12. 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.

Page 7 of 13 
Accepted and executed this _____ day of ____________, 20___.  
 
BUYER: 
SELLER: 
CITY OF AVONDALE,  
an Arizona municipal corporation 
 
 
 
By: _________________________________ 
        Charles A. Montoya 
         Avondale City Manager 
 
 
Date:  ____________________________ 
 
MARICOPA COUNTY, 
a political subdivision of the State of Arizona  
 
 
 
By:_______________________________ 
      Clint Hickman, 
      Chairman of the Board of Supervisors 
 
 
Date:  _____________________________ 
 
 
 
_____________________________________ 
City Clerk 
 
ATTEST: 
 
 
____________________________________ 
Clerk of the Board                               Date 
 
APPROVED AS TO FORM: 
 
 
__________________________________ 
Attorney                                           Date 
 
APPROVED AS TO FORM: 
 
 
___________________________________ 
Deputy County Attorney                     Date

Page 8 of 13 
EXHIBIT A 
Attached to Purchase Agreement & Transaction Instructions

Page 9 of 13

Page 10 of 13 
EXHIBIT B 
Attached to Purchase Agreement & Transaction Instructions 
 
 
FORM OF DEED 
 
WHEN RECORDED RETURN TO: 
 
City of Avondale 
Attention:  City Manager 
11465 West Civic Center Drive 
Avondale, AZ 85323 
 
EXEMPT PURSUANT TO A.R.S. §11-1134(A)(3) 
C- 
DEED 
This Deed is made on the _____ day of ___________________________, 2020 by MARICOPA 
COUNTY, a political subdivision of the State of Arizona (GRANTOR), to the CITY OF AVONDALE, 
an Arizona municipal corporation (GRANTEE).   
Witness that GRANTOR, for good and valuable consideration, receipt of which is acknowledged, 
does hereby grant and convey to GRANTEE, without warrant or guaranty of any nature whatsoever, all of 
its right, title and/or interest in the following real property situated in Maricopa County, Arizona: 
 
SEE ATTACHED EXHIBIT “A” 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 Deed.

Page 11 of 13 
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_________________________________ 
 
Clint Hickman 
 
Chairman of the Board of Supervisors 
 
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 __________________, 
2020, by ______________________, the Chairman of the Board of Supervisors, on behalf of Maricopa 
County, Arizona. 
 
(SEAL and Expiration Date) 
 
 
 
 ____________________________________  
 
Notary Public

Page 12 of 13 
GRANTEE ACCEPTANCE: 
CITY OF AVONDALE, an Arizona municipal corporation 
 
 
By_________________________________ 
 
Charles A. Montoya,  
 
Avondale City Manager 
 
 
APPROVED AS TO FORM: 
 
By___________________________________ 
     City Attorney                           Date 
 
 
STATE OF ARIZONA 
) 
) 
COUNTY OF MARICOPA 
) 
On ______________________, 2020, before me personally appeared Charles A. Montoya, the City 
Manager of the CITY OF AVONDALE, an Arizona municipal corporation, whose identity was proven to 
me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he 
signed the above document on behalf of the City of Avondale. 
 
(SEAL and Expiration Date) 
 
 
 
 ____________________________________  
 
Notary Public

Page 13 of 13