Res 2613 Di-Mor Business Forms Inc. Purchase and Sale Agreement for 9360 W. Van Buren St., APNs 102-50-024, -025, -026 and -027 07 08 25

City of Tolleson — City Council (2025-07-08)

Extracted text (via pymupdf) 28079 characters

RESOLUTION NO. 2613
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF TOLLESON,
ARIZONA, APPROVING A PURCHASE AND SALE AGREEMENT BETWEEN THE CITY
OF TOLLESON, AS PURCHASER, AND DI-MOR BUSINESS FORMS INC., AS SELLER,
FOR THE ACQUISITION OF REAL PROPERTY LOCATED AT 9360 W. VAN BUREN
STREET, TOLLESON, ARIZONA, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE ALL NECESSARY DOCUMENTS.
WHEREAS, the City of Tolleson, an Arizona municipal corporation, desires to purchase
certain real property located at 9360 W. Van Buren Street, Tolleson, Arizona, identified as
Maricopa County Assessor’s Parcel Numbers 102-50-024, 102-50-025, 102-50-026, and 102-50-
027 (the “Property”); and
WHEREAS, Di-Mor Business Forms Inc., an Arizona corporation, has agreed to sell the
Property to the City of Tolleson pursuant to the terms of the Purchase and Sale Agreement (the
“Agreement”) attached hereto as Exhibit A; and
WHEREAS, the Mayor and City Council find that acquiring the Property is in the best
interests of the residents and community of Tolleson.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
TOLLESON, ARIZONA, as follows:
Section 1. The Purchase and Sale Agreement between the City of Tolleson, as purchaser,
and Di-Mor Business Forms Inc., as seller, for the acquisition of the Property for the purchase
price of $1,355,000.00 is hereby approved substantially in the form attached hereto as Exhibit A
and incorporated herein by reference.
Section 2. The Mayor or City Manager are hereby authorized to execute and deliver the
Agreement on behalf of the City. The Mayor, City Manager, City Clerk and City Attorney are
hereby authorized and directed to take all steps necessary within their respective official
capacities to carry out the purpose and intent of this Resolution.

PASSED AND ADOPTED by the Council of the City of Tolleson, Arizona, on this 8th day of
July, 2025.

____________________________________
Juan F. Rodriguez, Mayor

ATTEST: ____________________________________

Crystal Zamora, City Clerk

APPROVED AS TO FORM: ____________________________________

Justin Pierce, City Attorney

EXHIBIT A
TO
RESOLUTION NO. 2613

[Purchase and Sale Agreement]

See following pages.

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered
by and between CITY OF TOLLESON, an Arizona municipal corporation, ("Purchaser"), and DI-
MOR BUSINESS FORMS INC., an Arizona corporation, ("Seller"). Collectively, Purchaser and
Seller is referred to as the “party” or "Parties". The "Effective Date" of this Agreement is the date
on which the Agreement is executed by all parties hereto, as indicated by the latest date on the
signature pages of this Agreement.

W I T N E S S E T H:

In consideration of the mutual covenants and promises herein contained and other good
and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged, Purchaser and Seller do hereby covenant and agree as follows:

1.
Agreement to Sell and to Purchase. Seller agrees to sell, and Purchaser agrees to
purchase, upon the terms and conditions hereinafter set forth, the following:

(a)
That certain real property located at 9360 West Van Buren Street, Tolleson,
Arizona, Maricopa County Assessor's Parcel Numbers 102-50-024, 102-50-025, 102-50-026, and
102-50-027, as described on Exhibit "A", attached hereto and incorporated herein by this reference
(the "Property").

(b)
The total purchase price for the Property is $1,355,000.00 to be paid by the
Purchaser to the Seller, upon close of escrow (“Purchase Price”).

2.
Opening of Escrow. Escrow Agent shall be Jennifer Siverio of Pioneer Title
Agency, Inc. ("Escrow Agent"), 1550 East Missouri Avenue, Phoenix, Arizona 85014. Purchaser
shall deliver to Escrow Agent this executed Agreement and an earnest money deposit in the amount
of $10,000 (the “Earnest Money”). Escrow Agent shall then accept and sign this Agreement and
promptly mail or deliver copies to Purchaser and Seller. The opening of escrow (the “Opening of
Escrow”) shall occur when the Escrow Agent signs this Agreement.

3.
Title Insurance; Closing Costs And Prorations

(a)
The costs attributed to the Closing of the Property shall be the responsibility
of both Parties. The fees and costs related to the Closing shall include but not be limited to a title
search, preparation of the deed, transfer taxes, recording fees, and any other costs by the title
company that is in standard procedure with conducting the sale of a property. Seller agrees to pay
any Broker’s sales commission as outlined in paragraph 12 below . 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 Purchaser as the insured. Purchaser shall bear the cost of such title policy. Seller
shall be responsible for all property taxes and assessments levied and due against the Property
prior to closing. Purchaser shall be responsible for all taxes and assessments levied against the

Property after the closing date. Real property taxes for the year in which close of escrow occurs
and that are payable by Seller shall be prorated at close of escrow between the parties based upon
the latest tax information available.

(b)
All of the above-referenced costs that are the responsibility of the Purchaser
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.

4.
Feasibility Period; Property Materials; Title Report. Purchaser shall have from
date of Opening of Escrow through July 18, 2025 (the “Feasibility Period”) to examine the
Property at any time with any persons whom it shall designate, including engineers, architects,
surveyors or other consultants. Purchaser shall have the Feasibility Period to investigate any
and all matters concerning the Property, including zoning; access; ingress and egress
requirements; easements; the availability of water, sewer, and other utilities and services to
the Property; development potential; availability of financing; to assess requirements, and the
requirements of relevant governmental agencies, including Arizona Department of
Environmental Quality (“ADEQ”) and Arizona Department of Water Resources (“ADWR”)
and any restrictions or other matters concerning the Property. Purchaser agrees to defend and
indemnify Seller and hold Seller and Property free of any liens, loss or liability resulting from
the activities or operations of Purchaser, its agents, consultants and employees on the Property.
The foregoing defense and indemnity obligation shall survive Closing or any cancellation or
termination of this Agreement. If Purchaser, after conducting in good faith such inspections,
investigations, and tests, in light of its investigation and review and in its sole discretion, should
determine that the Property is suitable for its purposes, then Purchaser shall, prior to the
expiration of the Feasibility Period, provide Purchaser’s written acceptance of the Property by
notice to Escrow Agent and Seller (“Acceptance Notice”). Absent Purchaser’s written
Acceptance Notice, this Agreement shall be deemed cancelled and neither party shall have
any further obligation or liability under this Agreement except as expressly provided herein.

Within two (2) business days after Opening of Escrow, Seller shall deliver to
Purchaser, if any, all ALTA surveys, Phase I Environmental Assessment(s), and related
surveys and assessments within the Seller’s possession (the “Property Materials”).

The Property Materials are delivered to Purchaser without any representation or
warranty and are wholly subject to Purchaser’s independent investigation and Purchaser
agrees to fully release and discharge Seller from any claim arising from the use of the Property
Materials.

As soon as is reasonably practicable after opening of Escrow, Seller shall cause
Pioneer Title Agency, Inc. (“Title Company”) to deliver to Purchaser for review a commitment
(the “Title Report”) and to issue its owner’s extended coverage form of title insurance policy
(the “Title Policy”). If Purchaser’s examination of title should disclose any defects in title
then Purchaser shall notify Seller, no later than ten (10) business days after receipt of the Title
Report (“Purchaser’s Objection Notice”). Seller, within two (2) business days of receipt of
Purchaser’s Objection Notice, shall notify Purchaser in writing (“Seller’s Cure Notice”) of

any actions Seller intends to take and the anticipated effect on the matters to which Purchaser
has objected. In the event Seller did not deliver Seller’s Cure Notice or, alternatively, should
Seller inform Purchaser in Seller’s Cure Notice that Seller is unable to cure or unwilling to
cure any objections raised in Purchaser’s Objection Notice, Purchaser shall be entitled, prior to
the expiration of the Feasibility Period, either (i) to terminate this Agreement or (ii) to waive
such objection and proceed to close the transaction contemplated by this Agreement.

If Purchaser should cancel this Agreement, Purchaser shall then provide to Seller an
itemization of any appraisals, reports, engineering studies, environmental reports, drawings,
plats, surveys, applications or other information prepared on behalf or for Purchaser
concerning the Property (“Purchaser’s Materials”). Purchaser shall make available to Seller
such of Purchaser’s Materials that Seller may desire at Purchaser’s cost. Notwithstanding
anything to the contrary contained herein, in no event shall Purchaser be obligated to deliver
to Seller any of Purchaser’s financial projections, budgets, accounting or tax records or similar
proprietary, confidential or privileged information.

5.
Title. At Closing, Seller shall execute and deliver to Escrow Agent a special
warranty deed for the Property, naming Purchaser as the grantee and warranting title against
Seller’s acts, free and clear of all liens and other encumbrances except only those
encumbrances and exceptions approved by Purchaser in writing during the Feasibility Period
(“Permitted Title Exceptions”). In all events, such title shall be insurable by Title Company’s
issuance of the Title Policy.

6.
Default.

(a)
Purchaser’s Default. If Purchaser defaults hereunder, Seller’s sole and
exclusive remedy shall be to retain the Earnest Money. In no event shall Seller have any other
right of recourse or claim or right against Purchaser for actual, special, consequential, or
exemplary damages.

(b)
Seller's Default. If Seller defaults hereunder, then Purchaser shall be
entitled to:

(1)
terminate this Agreement by written notice to Seller and Escrow
Agent and have the Earnest Money returned, or

(2)
seek specific performance from Seller. Purchaser shall have no
other remedy for any default by Seller. In no event shall
Purchaser have any other right of recourse or claim or right
against Seller for actual, special, consequential or exemplary
damages. The alternative remedies set forth in this Paragraph
shall be Purchaser's sole and exclusive remedies in the event of
a default by Seller.

7.
Closing. The Closing will be held in the offices of Escrow Agent or through an
escrow with Escrow Agent, on August 8, 2025 (the "Closing Date"); the Closing shall occur
prior to 5:00 p.m. on the Closing Date.

(a)
At Closing, Seller agrees to deliver to Purchaser, at Seller's sole cost and
expense, the following items:

(1)
Special warranty deed conveying good, insurable and marketable
title to the Purchaser;

(2)
A certification complying with requirements of Sections 1445
and 7701 of the Internal Revenue Code of 1986, as amended, by
Seller that it is not a foreign person within the meaning of such
sections; and

(3)
All other documents necessary or appropriate to complete the
transaction contemplated by this Agreement.

(b)
At Closing, Purchaser shall:

(1)
Deliver to Escrow Agent the Purchase Price as adjusted pursuant
to the terms hereof, and shall execute and deliver all documents
reasonably necessary or appropriate to complete the transaction
contemplated by this Agreement; and

(2)
Deliver to Escrow Agent all other documents necessary or
appropriate to complete the transaction contemplated by this
Agreement.

8.
Damage or Condemnation. Risk of loss resulting from any condemnation or
eminent domain proceeding which is commenced prior to Closing, and risk of loss to the
Property due to any other cause, remains with Seller until Closing. If, prior to the Closing, more
than twenty percent (20%) of the Property shall be destroyed, damaged or subjected to a bona
fide threat of condemnation, Seller shall so notify Purchaser, and Purchaser either may elect
to (i) cancel this Agreement, in which event all Parties shall be relieved and released of and
from any further duties, obligations, rights or liabilities hereunder and the Escrow Deposit,
together with all interest earned thereon, shall be returned to Purchaser, or (ii) declare this
Agreement to remain in full force and effect and the purchase contemplated herein, subject to
such damage or less any interest taken by eminent domain or condemnation, shall be effected,
and at Closing, Seller shall assign, transfer and set over to Purchaser all of the right, title and
interest of Seller in and to any awards and insurance proceeds or claims that have been or that
may thereafter be made for such taking or damage.

9.
Seller’s Representations and Warranties. Seller represents and warrants to
Purchaser, and as of the Closing shall be deemed again to represent and warrant to Purchaser,
as follows:

(a)
The Seller is an Arizona corporation and has the power and authority to
enter into and perform this Agreement. The individual signing this Agreement on behalf of each
Seller has full power and authority to do so.

(b)
All necessary action has been taken to authorize the execution and
delivery of this Agreement and the performance by Seller of the covenants and obligations to
be performed by it pursuant hereto.

(c)
The execution, delivery and performance by Seller of this Agreement does
not, and will not, result in any violation of, or conflict with, or constitute a default under, any
agreement to which Seller is a party or any agreement, judgment, writ, decree, order, injunction,
rule or governmental regulation to which Seller is subject or constitute a default under, any bond,
note or other evidence of indebtedness, contract, indenture, mortgage, deed of trust, loan,
agreement, lease or other agreement or instrument to which Seller is a party or by which the
Property or any of Seller' properties may be bound.

(d)
To Seller's knowledge, Seller is not prohibited from consummating the
transactions contemplated by this Agreement by any law, rule, regulation, instrument, agreement,
order, or judgment.

(e)
There are no attachments, levies, executions, assignments for the benefit of
creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy
or pursuant to any other debtor relief laws contemplated by or pending against Seller.

(f)
To Seller's knowledge, except as may be identified in the Property
Materials, the Property has never been utilized for the treatment, storage, or disposal of hazardous
or toxic wastes, possibly excepting the application of pesticide control in connection with the
agricultural use of the Property. To Seller's knowledge, Seller has not received notice of any
violation(s) of any Federal, State or local statute, rule or regulation governing the treatment, storage,
disposal or clean up of any hazardous or toxic waste substance on the Property.

(g)
Seller holds and will convey at Close of Escrow, fee simple title to the
Property, subject to any matters and conditions of title approved or deemed approved by Purchaser
in Section 5 hereof.

(h)
To Seller's actual knowledge, there are no material violations or
infringements of any laws, rules, regulations, ordinances, codes, covenants, conditions, restrictions
or other agreements or rights applicable to the Property and Seller has not received notices and
have no knowledge of any notices from any governmental agencies, insurance companies, or from
any other source, with respect to any such violations or alleged violations.

The phrase "to Seller's knowledge" and similar phrases used herein mean the actual
(not constructive, implied or imputed) knowledge of Diane Morales and/or Di-Mor Business
Forms Inc., as of the date of this Agreement, and shall in no case refer to the actual, constructive,
implied or imputed knowledge of any other member, shareholder, partner, affiliate, officer,

director, employee, agent or representative of Seller. Further, in no case shall there be any obligation
imposed on Seller to verify, inquire or make any independent investigation whatsoever of any
representation, warranty or statement. Seller represents and warrants to Purchaser that Diane
Morales is the sole representative of Seller who is most knowledgeable about the Property and the
matters represented herein.

10.
No Other Warranties. SELLER HEREBY SPECIFICALLY DISCLAIM ANY
WARRANTY OR REPRESENTATION, ORAL OR WRITTEN, OTHER THAN THOSE
SET
FORTH
IN
PARAGRAPH
9
HEREOF.
PURCHASER
FURTHER
ACKNOWLEDGES THAT, SUBJECT TO THE EXPRESS REPRESENTATIONS AND
WARRANTIES SET FORTH IN PARAGRAPH 9 HEREOF, THE SALE OF THE
PROPERTY IS ON AN "AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS AND
SELLER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING BUT IN NO MANNER
LIMITED TO, ANY WARRANTY OF QUALITY, CONDITION, HABITABILITY,
MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OF
THE PROPERTY, ANY IMPROVEMENTS THAT MAY BE LOCATED THEREON OR
ANY ENVIRONMENTAL
CONDITION
OR
SOILS
CONDITION
RELATED
THERETO. Purchaser expressly acknowledges that Purchaser has not relied on any representation
or statement provided by Seller except for such limited warranties as are provided in Paragraph 10
of this Agreement. Purchaser further acknowledges that Purchaser has or will thoroughly inspect
the Property, fully observe the Property's characteristics, and assess the Property for Purchaser's
intended uses and purposes. By closing the transaction hereunder Purchaser agrees that, except for
such limited warranties set forth in this Agreement,(i) Purchaser shall be deemed to have accepted
all risks associated with any and all adverse physical conditions and characteristics, including, but
not limited to, environmental and soils conditions that may or may not be revealed during the
Purchaser's investigation of the Property, (ii) as between Purchaser and Seller, Purchaser shall be
deemed to have accepted all costs and liability associated in any way with the soils and
environmental condition of the Property, (iii) the Purchaser hereby waives, releases and discharges
Seller from any and all objections, setoffs, claims, or causes of action (whether arising by statute
or common law) concerning the physical characteristics and existing conditions of the Property,
including, without limitation, any environmental and soils conditions or hazards, and (iv) Upon
Closing, Purchaser assumes entirely all risks that any adverse matters may not have been revealed
during Purchaser's investigation of the Property and nonetheless waives, relinquishes and
discharges Seller from and against any and all claims, demands, causes of action, by reason of or
arising from any latent or patent defect or condition of the Property. Purchaser further
acknowledges and agrees that the waivers and releases contained in this Paragraph were a material
factor in Seller's acceptance of the Purchase Price and that Seller is unwilling to sell the Property
to Purchaser unless Seller provides such waivers and releases from Purchaser.

11.
Purchaser's Representations and Warranties. Purchaser represents and warrants to
Seller, and as of the Closing shall be deemed again to represent and warrant to Seller, as follows:

(a)
Purchaser is a municipal corporation duly formed and validly existing under
the laws of the State of Arizona and has the power and authority to enter into and perform this
Agreement. Each person signing this Agreement on behalf of Seller has full power and authority
to do so.

(b)
The execution, delivery and performance by Purchaser of this Agreement
does not, and will not, result in any violation of, or conflict with, or constitute a default under, any
agreement to which Purchaser is a party or any agreement, judgment, writ, decree, order,
injunction, rule or governmental regulation to which Purchaser is subject.

(c)
Purchaser is not prohibited from consummating the transactions
contemplated by this Agreement by any law, rule, regulation, instrument, agreement, order or
judgment.

(d)
There are no attachments, levies, executions, assignments for the benefit
of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief laws contemplated by or pending against
Purchaser.

12.
Brokers. Seller has represented itself 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 Purchaser 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.

13.
Assignment. Purchaser or any assignee of Purchaser shall have the right at any
time to assign this Agreement in whole or in part or any rights hereunder to any person,
partnership (general or limited), corporation or other entity. If such an assignment is made,
the sale made pursuant to this Agreement shall be consummated in the name of such assignee,
however Seller shall retain all rights of recourse as against Purchaser. All warranties,
representations, covenants, promises, indemnifications and remedies under this Agreement
shall continue to be for the benefit of Purchaser and any assignee of Purchaser and this
Agreement shall remain enforceable by Purchaser and any assignee of Purchaser against the
Seller.

14.
Waiver. The failure of any party to exercise any right hereunder, or to insist
upon strict compliance by the other party, shall not constitute a waiver of either party's right
to demand strict compliance with the terms and conditions of this Agreement.

15.
Notice. All notices shall be in writing and shall be deemed to have been
properly given on the earlier of (i) when delivered in person, (ii) when deposited in the United
States Mail, with adequate postage, and sent by registered or certified mail with return receipt
requested, to the appropriate party at the address set out below, (iii) when deposited with
Federal Express, Express Mail or other overnight delivery service for next day delivery,
addressed to the appropriate party at the address set out below, or (iv) by e-mail to the e-mail

address for each party set forth below, provided that if any such delivery is after hours or on a
holiday, such delivery shall be effective at 9:00 a.m. (Arizona time) on the next following
business day.

If to Escrow Agent:
Jennifer Siverio
Pioneer Title Agency, Inc.
1550 East Missouri Avenue
Phoenix, Arizona 85014

If to Seller:

Di-Mor Business Forms Inc.
603 South First Avenue
Phoenix, Arizona 85003
Attn: Diane Morales

If to Purchaser:
Reyes Medrano, City Manager
City of Tolleson
9055 West Van Buren Street
Tolleson, Arizona 85353

With a copy to:
Justin Pierce, City Attorney
Pierce Coleman PLLC
17851 North 85th Street, Suite 175
Scottsdale, Arizona 85255

Rejection or other refusal by the addressee to accept, or the inability to deliver because of a
changed address, of which no notice was given, shall be deemed to be receipt of the notice sent.
Any party shall have the right, from time to time, to change the address, or email to which
notices shall be sent by giving the other party or Parties at least five (5) days prior notice of
the changed address.

16.
Miscellaneous.

(a)
Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the substantive laws of the State of Arizona, County of Maricopa.

(b)
Counterparts. This Agreement may be executed by the Parties hereto in
two or more counterparts and each executed counterpart shall be considered an original.

(c)
Drafting. This Agreement has been negotiated between the Parties and,
for construction purposes, shall not be deemed the drafting of any one party.

(d)
Entire Agreement; Amendments. This Agreement embodies the entire
agreement and understanding between the Parties relating to the subject matter hereof and
may not be amended, waived or discharged except by an instrument in writing executed by
the party against which enforcement of such amendment, waiver, or discharge is sought. This
Agreement supersedes all prior agreements and memoranda between Purchaser and Seller

which relates to the Property. The invalidity of any one of the covenants, agreements,
conditions or provisions of this Agreement or any portion thereof shall not affect the remaining
portions thereof or any part hereof and this Agreement shall be amended to substitute a valid
provision which reflects the intent of the Parties as was set forth in the invalid provision.

(e)
Day for Performance. Wherever herein there is a day or time period
established for performance and such day or the expiration of such time period is a Saturday,
Sunday or holiday, then such time for performance shall be automatically extended to the next
following business day.

(f)
Time of the Essence. Time is of the essence of this Agreement.

(g)
Date of this Agreement. The "date of this Agreement" or "date hereof'
wherever used herein shall mean the date set forth at the head of this Agreement as its date.

(h)
Parol Evidence. The terms of this Contract contain the entire agreement
between the parties, and neither Seller nor Purchaser shall be bound by any prior,
contemporaneous or subsequent oral agreement, condition, stipulation, representation or
understanding, unless it is reduced to writing and signed by both parties.

IN WITNESS WHEREOF, the Parties have set their hands or caused duly authorized
and incumbent officers to set their hands the date set forth by such party's name.

SELLER:
DI-MOR BUSINESS FORMS INC., an Arizona corporation,

_______________________________
Diane Morales, President

DATED:

PURCHASER:
CITY OF TOLLESON,
an Arizona municipal corporation

Reyes Medrano, Jr., City Manager

DATED:

PURCHASE PRICE APPROVED:

Development Services Director

APPROVED AS TO FORM:

Justin S. Pierce, City Attorney

ACCEPTED AND APPROVED:

PIONEER TITLE AGENCY, INC.,
an Arizona corporation

By:

Name:

Title:

DATED:

EXHIBIT A

Legal Description

Lots 5, 6, 7 and 8, Block 1, of ISABELL ADDITION TO THE CITY OF TOLLESON, according
to the plat recorded in Book 33 of Maps, page 31, records of Maricopa County, Arizona