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Sale of Real Property –
74 West Wickenburg Way
Maricopa County Parcel No. 505-50-141
Bid Number # 25-02
TOWN REPRESENTATIVE:
Tim Suan
928-684-5451 x1522
tsuan@wickenburgaz.gov
BID INFORMATION: Electronic Documents
www.wickenburgaz.gov/bids
BID SUBMITTAL DUE DATE:
Wednesday, March 19, 2025, 11:00 a.m., Arizona Time
Please Note: If documents are downloaded from the Town of Wickenburg website, the
bidder is responsible for obtaining any amendments either through updates on the
website or contacting the town through the town representative listed above.
NOTICE AND INTENT TO SELL
REAL PROPERTY AND INVITATION FOR BIDS
Town of Wickenburg
155 North Tegner Street, Suite A
Wickenburg, Arizona 85390
SOLICITATION INFORMATION AND SCHEDULE
Property Location:
Maricopa County Accessors Parcel No. 505-50-141
74 West Wickenburg Way, Wickenburg, AZ 85390
Solicitation Number:
Bid 25-02
Appraised Value:
$730,000
Advertisement Dates:
February 19, 2025; February 26, 2025 – [Wickenburg Sun]
Bid Deadline:
Wednesday, March 19, 2025
11:00 a.m. (local time, Wickenburg, Arizona)
Town Representative:
Tim Suan, Deputy Town Manager at 928-668-0522 or
tsuan@wickenburgaz.gov
Pursuant to Arizona Revised Statutes, § 9-402, the Town of Wickenburg intends to sell real
property located at 74 West Wickenburg Way with approximately 5,018 square foot building on
a 0.37-acre site, located as indicated above. Sealed bids must be received by the Town of
Wickenburg Town Clerk at 155 N. Tegner St., Ste. A, Wickenburg, AZ 85390 on the date and
time specified (“Bid Deadline”). Bids shall be in the actual possession of the Town Clerk on, or
prior to, the Bid Deadline. Late bids will not be considered under any circumstances. Bids must
be submitted in a sealed opaque envelope with the Solicitation Number that corresponds to the
appropriate parcel and the Bidder’s name and address must be clearly indicated on the front of
the envelope. The Town of Wickenburg reserves the right to reject any and all bids.
Documents and Specifications may be obtained at 155 N. Tegner St., Ste. A, Wickenburg, AZ
85390 or the Town of Wickenburg website: www.wickenburgaz.gov/bids. To arrange a viewing
of the property or for more information, contact Tim Suan at 928-668-0522 or
tsuan@wickenburgaz.gov.
The Town of Wickenburg reserves the right to amend
the solicitation schedule as necessary.
IMPORTANT
BIDDER'S CHECK LIST
Solicitation Number: Bid 25-02
[ ] 1.
The Bid Documents (enclosed) have been reviewed and the Bidder has signed the
Form for Bid Offering and has signed and notarized the Affidavit. Bids submitted with
these forms but without Bidder’s signature or notarization, if applicable, will not be
accepted. One original and one copy must be provided.
[ ]
2.
The bid price offered has been reviewed.
[ ]
3.
Any addenda have been included/noted in Form for Bid Offering.
[ ]
4.
The mailing envelope/package has been addressed to:
Town of Wickenburg
Attn: Amy Brown, Town Clerk
155 North Tegner Street, Suite A
Wickenburg, AZ 85390
[ ] 5.
Bid Package/Envelope has been identified with Solicitation number, Bidder’s name
and address.
[ ] 6.
The bid is submitted and stamped in by a Town of Wickenburg representative no later
than the specified time on designated date. (Otherwise, the bid cannot be considered.)
BID DOCUMENTS FOR:
SALE OF REAL PROPERTY
FOR THE TOWN OF WICKENBURG, ARIZONA
Solicitation Number: Bid 25-02
Wickenburg intends to sell real property in compliance with these specifications:
I.
REQUIREMENTS FOR BIDDERS.
1.1
Bid Period and Location: Bids will be received at Town Hall, 155 N. Tegner St., Ste. A,
Wickenburg, AZ 85390, until 11:00 a.m., on Wednesday, March 19, 2025, at which time the
bids will be opened, and the Bidder’s name will be publicly read. Late bids will not be considered.
1.2
Bid Documents Available: The Bid Documents consist of four parts: I. Requirements for
Bidders, II. General Conditions, III. Purchase Agreement, and IV. Bidder's Bid and Affidavit
(forms)
and
exhibits.
The
Bid
Documents
are
enclosed
and
available
at
https://www.wickenburgaz.gov/.
1.3
Incorporation of Bid Documents: All of the Bid Documents apply to and become a part of
the terms and conditions of the Bidder's bid.
1.4
Bidder's Form of Bid Offering and Affidavit: Bids must be submitted using the forms as
identified in this document. All bids must be submitted in a sealed opaque envelope with the
Bidder’s name and address clearly indicated on the front of the envelope and clearly marked with
“Bid for Solicitation Number 25-02”.
1.5
Wickenburg’s Right to Reject Bids: The Town of Wickenburg reserves the right to reject
any and all bids and to waive technicalities in the bidding.
1.6
Late Bids: Late submittals and/or unsigned Bids will not be considered under any
circumstances. Envelopes containing Bids with insufficient postage will not be accepted by
Wickenburg. It is the sole responsibility of the Bidder to see that their Bid is delivered and received
by the proper time and at the proper place.
1.7
Bid Amendment or Withdrawal: A Bid may be withdrawn any time before the Bid due date
and time. A Bid may not be amended or withdrawn after the Bid due date and time except as
otherwise provided by applicable law. No Bidder may withdraw his or her Bid during this period
without written permission from Wickenburg.
1.8
Public Record: All Bids submitted in response to this solicitation and all evaluation related
records shall become property of Wickenburg and shall become a matter of public record for
review, subsequent to the bid being awarded. Request for nondisclosure of data such as trade
secrets and other proprietary data, must be made known in writing to Wickenburg in Bids
submitted, and the information sought to be protected clearly marked as proprietary. Wickenburg
will not ensure confidentiality of any portion of the bid that is submitted in the event that a public
record request is made. Wickenburg will provide 48 hours’ notice before releasing materials
identified by the bid as confidential or proprietary in order for the bid to apply for a court order
blocking the release of the information.
1.9
Persons with Disabilities: Persons with a disability may request a reasonable
accommodation, such as a sign language interpreter, by contacting the Town Clerk. Requests shall
be made as early as possible to allow time to arrange the accommodation.
1.10
Bid Acceptance Period: All bids shall remain open after the publication of Notice of
Invitation for Bids until the Bid Deadline, but Wickenburg may, at its sole discretion, release any
bid prior to that date.
1.11
Addendum: This Invitation for Bids may only be modified by a written Addendum.
Potential Bidders are responsible for obtaining all addenda.
1.13
Deviations From Specifications. Any deviations from General Conditions and
Specifications and Design Standards may render the bid non-responsive.
1.14
Disqualification. A Bidder (including each of its principals) who is currently debarred,
suspended, or otherwise lawfully prohibited from any public procurement activity may have its
Bid rejected.
1.15
Clarifications. Wickenburg reserves the right to obtain Bidder clarifications where
necessary to arrive at full and complete understanding of Bidder’s product, service, and/or
solicitation response. Clarification means a communication with a Bidder for the sole purpose of
eliminating ambiguities in the Bid and does not give Bidder an opportunity to revise or modify its
bid.
1.16
Waiver and Rejection Rights. Wickenburg reserves the right to reject any or all Bids or to
cancel the solicitation altogether, to waive any informality or irregularity in any Bid received, and
to be the sole judge of the merits of the respective Bids received.
1.17
Bid Preparation:
1.17.1 Format. Bidders shall submit their Bid with an original and one (1) copy and shall be
submitted either on the forms provided in this Solicitation or their substantial equivalent. Any
substitute document must be legible and contain the same information requested on the forms.
1.17.2 No Facsimile or Electronic Mail Bids. Bids may not be submitted in facsimile or
electronically. A facsimile or electronic mail Bid shall be rejected.
1.17.3 Typed or Ink Corrections. The Bid shall be typed or in ink. Erasures, interlineations or
other modifications in the Bid shall be initialed in ink by the person signing the Bid.
1.17.4 No Modifications. Modifications shall not be permitted after Bids have been opened except
as otherwise provided under applicable law.
Other information required to be supplied with Bid:
1.17.5 Solicitation Addendum Acknowledgement. Each Solicitation Addendum shall be
acknowledged in the Bidder’s Bid Section IV, which shall be submitted together with the Bid on
the Bid due date and time. Failure to note a Solicitation Addendum may result in rejection of the
Bid.
1.17.6 Evidence of Intent to be Bound. The Bid form submitted shall include a signature by a
person authorized to sign the Bid. The Form for Bid Offering and Affidavit in Sec. IV shall be
submitted. Failure to submit verifiable evidence of intent to be bound, such as an original signature,
shall result in rejection of the Bid.
1.17.7 Non-Collusion and Non-Discrimination. By signing and submitting the Bid, the Bidder
certifies that:
A.
The Bidder did not engage in collusion or other anti-competitive practices in
connection with the preparation or submission of its Bid; and
B.
The Bidder does not discriminate against any employee or applicant for
employment or person to whom it provides services because of race, color, religion,
age, sex, national origin, or disability, and that it complies with all applicable
Federal, state and local laws and executive orders regarding employment.
1.17.8 Declaration of Solvency: By signing and submitting the Bid, the Bidder certifies that the
Bidder or its corporation is not currently involved in an ongoing bankruptcy as a debtor, or in a
reorganization, liquidation, or dissolution proceeding, and does not have a trustee or receiver
appointed over all or a substantial portion of any other property owned or controlled by the Bidder
or its corporation under federal bankruptcy law or any state insolvency law.
1.18
Inquiries
1.18.1 Duty to Examine. It is the responsibility of each Bidder to examine the entire Solicitation,
seek clarification (inquiries), and examine its Bid for accuracy before submitting the Bid. Lack of
care in preparing a Bid shall not be grounds for modifying or withdrawing the Bid after the Bid
due date and time, nor shall it give rise to any contract claim.
1.18.2 Contact Person. Effective from the date this Solicitation is issued and continuing until
either a contract is awarded or the Solicitation is withdrawn by Wickenburg, all individuals or
entities responding or intending to respond to this Solicitation—including, but not limited to, their
employees, agents, representatives, partners, subcontractors, consultants, joint venturers,
members, lobbyists, or attorneys (collectively, “Proposers”)—shall communicate only with the
designated contacts specified in this Solicitation. Proposers shall not engage in any direct or
indirect communication regarding this Solicitation with any other Town staff or officials,
including, but not limited to, the Town Manager, the Mayor, or any member of the Wickenburg
Town Council. However, Proposers may continue conducting business with Wickenburg,
provided the subject matter of the Solicitation is not discussed.
This requirement is intended to create a level playing field for all Proposers, assure that contracts
are awarded in public, and protect the integrity of the selection process. Proposers who violate
this policy shall be disqualified from participating in this Solicitation.
1.18.3 Submission of Inquiries. All inquiries shall be submitted in writing and shall refer to the
appropriate Solicitation number, page and paragraph. Do not place the Solicitation number on the
outside of the envelope containing that inquiry, since it may then be identified as a Bid and not be
opened until after the Bid Deadline. Wickenburg shall consider the relevancy of the inquiry but is
not required to respond in writing.
1.18.4 Timeliness. Any inquiry or exception to the Solicitation shall be submitted as soon as
possible and should be submitted at least three (3) business days before the Bid due date and time
for review and determination by Wickenburg. Failure to do so may result in the inquiry not being
considered for a Solicitation Addendum.
1.18.5 No Right to Rely on Verbal Responses. A Bidder shall not rely on Wickenburg verbal
responses to inquiries. A verbal reply to an inquiry does not constitute a modification of the
Solicitation.
1.18.6 Protest. Bid protests shall be submitted in writing to: Town Clerk, Town of Wickenburg,
155 N. Tegner St., Ste. A, Wickenburg, AZ 85390 within seventy-two (72) hours of bid award
notification. Protests must contain at a minimum: (1) the protestor’s name, address, and telephone
number, (2) the signature of the protestor or its representative and evidence of authority to sign,
(3) a detailed statement of the legal and factual grounds of the protest including copies of relevant
data, and (4) the form of relief requested. Within three (3) business days of receipt to the Town
Clerk, and after consultation with legal counsel, Town personnel or others as appropriate, the Town
will respond in writing to the protest. The Town of Wickenburg reserves the right to reject any or
all bids; to waive technicalities in any bid; and/or to take any steps determined prudent in order to
resolve the protest.
II.
GENERAL CONDITIONS
2.1
General Supplies Requirements: The Bid Documents are intended to provide Wickenburg
with reimbursement for the sale of real property by Town of Wickenburg. Upon award by
Wickenburg, Contract Documents, including the Bidder's bid, shall become a valid and binding
contract between the Successful Bidder and Wickenburg.
2.2
Royalty Rights: Bidder agrees to indemnify and hold harmless Wickenburg from any and
all royalty and proprietary licenses, fees or costs, including legal costs, which may arise out of
Wickenburg’s sale of the real property to the Bidder.
2.2.1 Covenant Clause: It is expressly agreed by Bidder that these patent and royalty covenants
are irrevocable and perpetual.
2.3
General Terms:
2.3.1 Following declaration as the highest bidder, the bidder shall be required to provide a
cashier’s check for 10% of the bid amount within five (5) business days of being identified as the
high bidder. This payment shall be an earnest money deposit, non-refundable except as provided
in the Purchase Agreement. If requested by the Town, the Bidder agrees to provide financial
information to demonstrate the Bidder’s ability to purchase the property for cash or provide a
conditional loan approval from a reputable lender.
2.3.2 If requested by the Town following the Bid Deadline, Bidder must provide a current
audited financial statement, a current audited financial report, or a copy of a current federal income
tax return. Failure or refusal to provide this information within three (3) business days after
communication of the request by the Town shall be sufficient grounds for the Town to reject an
offer, and/or to declare the offer as non-responsive or non-responsible.
2.3.3 All bidders must include with their bid an Affidavit stating that they have undertaken due
diligence in preparation for the bid or waive their right to, that the bidder’s representative is
authorized to bid and bind the bidder, and that the bidder is purchasing the property AS-IS. The
Affidavit is included with the bid documents and may be notarized by a Town representative when
the bid is submitted. It is the bidder’s responsibility to research the records of the parcel, all
relevant files made available by the Town of Wickenburg, and any other public agencies regarding
this property. Notice is hereby given that the property shall be purchased in an “AS-IS” condition
“WITH ALL FAULTS,” with no representation or warranty being made by the Town of
Wickenburg of any type or nature. All bidders shall acknowledge and agree pursuant to the
aforementioned affidavit that they are purchasing the property solely upon the basis of their own
due diligence and investigation of the property, and not on the basis or any representation, express
or implied, written or oral, made by the Town of Wickenburg or its employees.
III.
PURCHASE AGREEMENT:
1.1
The form of Purchase Agreement contains the specific terms and conditions of the sale.
The Wickenburg Town Council will consider approval of a Purchase Agreement with the highest
bidder for the parcel within thirty (30) days after the Bid Deadline at a regular or special meeting
or it may reject all bids.
1.2
The highest bidder(s) will be required to execute a Purchase Agreement substantially in the
form of the Purchase Agreement included in the Bid Documents, which is enclosed, within five
(5) business days of being identified as the highest bidder.
1.3
If the highest bidder fails to enter into the Purchase Agreement within five (5) business
days of being identified as the high bidder, Wickenburg may offer and award the contract to the
bidder who made the next highest bid, who is qualified.
1.4
Opening of Escrow is defined to be the date that the Contract, signed by both parties, is
delivered to the Title Officer. Close of Escrow shall occur on or before 45 days from opening of
Escrow provided any and all lender releases and/or consents have been obtained by Title. Close of
Escrow will be at the offices of Pioneer Title Agency, 510 N Tegner St B, Wickenburg, AZ 85390.
At the Close of Escrow, both the title to and possession of the Property shall be transferred from
Seller to Buyer. Any encumbrances existing against the Property at the Close of Escrow shall be
satisfied from the proceeds of the sale price.
1.5
SUMMARY OF TERMS OF SALE: The specific terms of sale of the Property are set forth
in the form of Purchase Agreement that is included in this bid package. The following is a summary
of some of the principal terms:
A)
The Property is being sold AS-IS and therefore is subject to existing encumbrances,
reservations, easements, leases and rights-of-way.
B)
Bidder shall state the intended use of the Property in the Form of Bid Offering.
C)
The Close of Escrow shall be no later than forty-five (45) days after Opening of
Escrow.
D)
Prospective bidders should review all terms outlined in the form of Purchase
Agreement enclosed.
1.6
GENERAL INFORMATION: The Town of Wickenburg may cancel this solicitation in
whole or in part at any time prior to the acceptance of a final bid. The Wickenburg Town Council
may accept the highest bidder for cash for each property, reserving the right to reject all bids.
IV.
BIDDER'S BID
4.1
This section contains the following documents required to be completed and submitted to
the Town:
4.1.1 Authorized Signature Form for Bid Offering
4.1.2 Affidavit for Solicitation Number Bid 25-02.
TOWN OF WICKENBURG, ARIZONA
AUTHORIZED SIGNATURE FORM
FOR BID OFFERING FOR SOLICITATION NUMBER: Bid 25-02
TO THE TOWN OF WICKENBURG:
The undersigned Bidder hereby offers to purchase real property in compliance with the
Solicitation, including any Addenda, and as described in this offer made to the Town.
REAL PROPERTY: 74 West Wickenburg Way, Wickenburg, AZ 85390, Maricopa County
Accessors Parcel No. 505-50-141.
OFFER AMOUNT: $ ________________
Intended Use of Property
___________________________________________________________
______________________________________________________________________________
Addenda Acknowledged ___________ (initial)
Conditions Accepted: The undersigned Bidder declares that before preparing this bid, he or she
has read the Bid Documents carefully, and that this bid is made with full knowledge of the kind,
quality, and quantity of real property to be purchased by signing this bid. Bidder agrees to all
conditions contained in the Bid Documents.
Contract Acceptance: Bidder proposes and agrees that if this bid is accepted, he or she will enter
into a contract with Wickenburg within five business (5) days of being identified as the high bidder,
after Wickenburg’s acceptance of this bid at the listed scheduled price.
______________________________________
_________________________________
Signature of Person Authorized to Sign Offer
Title
______________________________________
_________________________________
Printed Name
Date
______________________________________
__________________________________
Address
City, State, Zip
______________________________________
__________________________________
Primary Telephone
E-mail address
TOWN OF WICKENBURG, ARIZONA
AFFIDAVIT FOR SOLICITATION NUMBER: Bid 25-02
The undersigned deponent, of lawful age, being duly sworn upon his oath, deposes and says:
1.
That they have lawful authority to execute the within and foregoing Bidder's bid.
2.
That Bidder has not engaged in collusion or other anti-competitive practices in connection
with the preparation or submission of its Bid. The pricing for this offer has been arrived at
independently and without consultation, communication or agreement with any other bidder who
may submit an offer. The pricing for this offer has not been disclosed to any other bidder who may
submit an offer, and will not be, prior to the Bid Deadline. No attempt has been made or will be
made to induce any firm or person to refrain from submitting an offer, or to submit an offer with
higher pricing than this offer, or to submit an intentionally high or noncompetitive offer or other
form of complementary offer. This offer is made in good faith and not pursuant to any agreement
or discussion with, or inducement from, any firm or person to submit a complementary offer or
other noncompetitive bid.
3.
That Bidder, its affiliates, subsidiaries, officers, directors, and employees are not currently
under investigation by any governmental agency and have not in the last four years been convicted
or found liable for any act prohibited by state or federal law in any jurisdiction, involving
conspiracy or collusion with respect to bidding on any public contract.
4.
That Bidder or its corporation is not currently involved in an ongoing bankruptcy as a
debtor, or in a reorganization, liquidation, or dissolution proceeding, and does not have a trustee
or receiver appointed over all or a substantial portion of any other property owned or controlled
by the Bidder or its corporation under federal bankruptcy law or any state insolvency law.
5.
That property for which the bid is placed will be purchased in an “AS-IS” condition “WITH
ALL FAULTS,” with no representation or warranty being made by the Town of Wickenburg of
any type or nature.
6.
That the above-described property is being purchased solely upon the basis of bidder or
authorized representative’s due diligence and investigation of the property, and not on the basis or
any representation, express or implied, written or oral, made by the Town of Wickenburg or its
employees.
7.
That the above-described Property is subject to the existing uses and conditions and any
restrictions, limitations, covenants, or conditions on the Property.
8.
That Bidder has received any Addenda issued.
[SIGNATURE ON FOLLOWING PAGE.]
____________________________
Signature
____________________________
Printed Name
____________________________
Title
ACKNOWLEDGEMENT
STATE OF ARIZONA
)
) ss.
County of Maricopa
)
On this _____ day of
, 2025, before me, the undersigned Notary Public,
personally appeared , being so authorized to execute, who
executed and acknowledged the foregoing instrument for purposes therein contained and whose
identity was proven to me on the basis of satisfactory evidence to be the persons who they claim
to be and acknowledged that they signed the Affidavit for Solicitation Number Bid 25-02.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
EXHIBIT A
[Legal Description]
Maricopa County Parcel No. 505-50-141
Real property situated in the County of Maricopa, State of Arizona, described as follows:
All of Lots Eleven (11) and Twelve (12), and that part of Lot Ten (10), Block Thirteen
(13), WICKENBURG'S ADDITION TO WICKENBURG, recorded in Book 3 of Maps,
page 3 thereof, records of Maricopa County, Arizona, Described as follows:
BEGINNING at the most Easterly corner of said Lot 10; thence in a Northwesterly
direction along the Northeasterly line of said Lot 10, a distance of 15 feet; thence
Southwesterly 140 feet along a line parallel to the Southeasterly line of said Lot 10, to
the Southwesterly line of said lot: thence Southeasterly 15 feet to the most Southerly
corner of said Lot 10; thence Northerly along the dividing line between Lots 10 and 11
to the point of beginning.
EXHIBIT B
PURCHASE AGREEMENT – EXAMPLE
[See following pages.]
REAL ESTATE PURCHASE AGREEMENT
(Solicitation Number: Bid 25-02)
The parties to this Real Estate Purchase Contract (the "Contract") are the Town of Wickenburg,
Arizona, municipal corporation organized under the laws of the State of Arizona, (hereinafter
"Seller") and ___________________, a _________________ (hereinafter "Buyer"). Pursuant to
A.R.S. § 9-402, Seller agrees to sell and Buyer agrees to purchase certain real property ("Property")
under the terms and conditions set forth below.
1. LEGAL DESCRIPTION
The Property to be conveyed by Seller to Buyer under this Contract is legally described
in Exhibit 1, attached hereto and made a part hereof.
2. PURCHASE PRICE AND PAYMENT TERMS
2.1 Structure of Sale. Subject to the terms, conditions, and covenants of this Agreement,
the Buyer shall pay for the Property as prescribed under Section 2.2 or 2.3.
2.2 Purchase Price Paid in Full. The total purchase price that Buyer agrees to pay for the
Property is _________ and No/100 Dollars ($ ________.00), payable as follows:
2.2.1 Earnest Money Deposit. Ten percent (10%) of the total purchase price (_______and
No/100 Dollars ($_________.00)) as an earnest money deposit, which Buyer agrees to deposit
with Seller concurrently with Buyer’s execution of this Agreement.
2.2.2 Cash Due at Closing. The balance of the purchase price, plus any closing costs
payable by Buyer, to be deposited with Seller on or before the Closing (as defined in Article 4).
2.2.3 Disbursements. Upon Closing, all amounts paid shall be the sole property of the
Seller.
2.4 Earnest Money Provisions. If the transaction closes, the earnest money deposit shall be
credited against the total purchase price and shall be retained by Seller. If the earnest money
deposit is forfeited to Seller as provided by this Agreement, the earnest money deposit shall be
retained by Seller. If Buyer is entitled at any time to a return of the earnest money deposit, the
earnest money deposit shall be paid to Buyer.
2.5 Non-Refundable Nature of Earnest Money Deposit. The earnest money deposit shall
be non-refundable, except as otherwise provided herein.
3. TITLE AND SURVEY MATTERS
3.1 Preliminary Title Report. Following the Opening of Escrow, Buyer may elect at its sole
cost and expense to obtain a current commitment for title insurance (“Report”) on the Property.
3.2 Survey. Following the Opening of Escrow, Buyer may elect at its sole cost and expense
to obtain an ALTA/NSPS survey of the Property prepared by an Arizona licensed civil engineer.
3.3 Due Diligence Period. For a period ending at 5:00 p.m. (local time, Wickenburg,
Arizona) on the date that is twenty (20) days following the Opening of Escrow (“Due Diligence
Period”), Buyer will have the absolute right to cancel this Agreement for any reason whatsoever
or for no reason, in Buyer’s sole and absolute discretion. However, until Buyer cancels, Buyer will
proceed in good faith with Buyer’s preliminary investigatory steps with respect to this transaction.
Unless Buyer gives written notice of cancellation prior to the expiration of the above-described
time period, then Buyer will be deemed to have elected not to cancel the Agreement under this
provision. Upon a cancellation in accordance with the provisions of this Section 3.3, the earnest
money deposit shall be returned to the Buyer, and this Agreement shall terminate.
3.4 Deed. At the Closing, Seller shall convey title to the Property to Buyer by special
warranty deed (“Deed”), subject to current taxes and assessments, reservations in patents, all
easements, rights-of-way, covenants, conditions, and restrictions as may appear of record, and all
matters which an accurate survey of the Property or a physical inspection of the Property would
disclose. The form of Deed is attached as Exhibit 2.
3.5 Title Policy. Buyer may elect at its sole cost and expense to obtain an owner’s policy
of title insurance insuring Buyer that fee simple title to the Property is vested in Buyer as of the
Closing. Buyer shall pay any and all costs and premiums for such policy. The Closing shall not be
conditioned upon the issuance of any such policy of title insurance.
4. OPENING, CLOSING AND PRORATIONS; POST-CLOSING OBLIGATION
4.1 Opening and Closing Dates.
4.1.1. Opening of Escrow is defined to be the date that the Contract, signed by both
parties, is delivered to the Title Officer. Close of Escrow shall occur on or before 45 days from
opening of Escrow provided any and all lender releases and/or consents have been obtained by
Title. Close of Escrow will be at the offices of Pioneer Title Agency, 510 N Tegner St B,
Wickenburg, AZ 85390. At the Close of Escrow, both the title to and possession of the Property
shall be transferred from Seller to Buyer. Any encumbrances existing against the Property at the
Close of Escrow shall be satisfied from the proceeds of the sale price.
4.2. Closing Costs and Prorations. Real estate taxes and assessments, property owners’
association assessments, irrigation assessments, and similar charges shall be prorated as of the
closing, based upon the latest available information. All other closing costs shall be paid by Buyer.
4.3 Property Sold “As-Is.” Except as may be expressly provided in this Agreement, it is
acknowledged that Seller and its employees, agents, representatives, brokers, and attorneys have
not made, nor has Buyer relied on, any statements, materials, representations, or warranties,
express or implied, of Seller or its employees, agents, representatives, brokers, and attorneys.
Buyer acknowledges and agrees that it is relying solely on its own examination, inspection and
investigation of the condition of the Property including, without limitation, the surface and
subsurface thereof, all soil, engineering, environmental and other conditions which may affect the
Property, any construction thereof, its zoning and use, its tribal reservation status, its value, the
development thereof and title, all as deemed necessary or appropriate, and Buyer is entering into
this Agreement and purchasing the Property based upon the results of such inspections and
investigations and not in reliance on any statements, representations or agreements of Seller not
expressly contained in this Agreement. As a result, it is specifically acknowledged and agreed that
Buyer is acquiring the Property “AS IS” with no representation or warranty being made by Town
of any type or nature.
5. MATTERS RELATING TO THE PERIOD PRIOR TO CLOSING
5.1 Possession. Exclusive possession of the Property shall be delivered to Buyer upon the
Closing, except as otherwise stated herein. From time to time prior to the Closing, Buyer may enter
upon the Property with Buyer’s representatives and agents for the purpose of examining and
surveying the Property. Buyer agrees to indemnify Seller and hold Seller harmless from any injury,
cost, liability or expense to person or property arising out of Buyer’s exercise of the rights granted
by this Section, and this indemnity shall survive the Closing or the cancellation of this Agreement.
5.2 Care of Premises. Upon the Opening of Escrow, Seller shall perform all customary and
ordinary maintenance to the Property as Seller customarily previously performed, so as to maintain
it in substantially the same condition as it is as of the Opening of Escrow, as such condition shall
be changed by wear and tear, damage by fire or other casualty, or by eminent domain.
Notwithstanding the foregoing, Seller shall have no obligation to make any structural or
extraordinary repairs or capital improvements to the Property between the Opening of Escrow and
the Closing. From and after the execution of this Agreement until the Closing, the Seller shall
materially comply with all state and municipal laws, ordinance, regulations and orders or notices
of violations relating to the Property, except that compliance may be postponed while Seller is in
good faith contesting the validity of said orders or notices.
5.3 Risk of Loss. Except as provided in Section 5.1 of this Agreement, the risk of loss or
damage to the Property and all liability to third persons until the Closing shall be borne by Seller.
6. REPRESENTATIONS AND WARRANTIES
6.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer that:
6.1.1 Authority. Seller has full power and authority to entire into this Agreement and
complete the purchase and sale transaction contemplated herein.
6.1.2 Binding Agreement. Upon Seller’s execution of this Agreement, this Agreement shall
be binding and enforceable against Seller in accordance with its terms. Upon Seller’s execution of
the additional documents contemplated by this Agreement, the additional documents shall be
binding and enforceable against Seller in accordance with their terms.
6.2 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that:
6.2.1 Authority. Buyer has full power and authority to enter into this Agreement and
contemplate the purchase and sale transaction contemplated herein.
6.2.2 Binding Agreement. Upon Buyer’s execution of this Agreement, this Agreement shall
be binding and enforceable against Buyer in accordance with its terms. Upon Buyer’s execution
of the additional documents contemplated by this Agreement, the additional documents shall be
binding and enforceable against Buyer in accordance with their terms.
6.3 Survival. Each of the representations and warranties contained in this Section will
survive the Closing.
6.4 Release. Buyer hereby releases, quit claims and forever discharges Seller and its agents
and employees, from any and all claims, losses, or demands, including, but not limited to, personal
injuries and property damage and all of the consequences thereof, whether now known or not,
which may arise from any environmental hazards, or any defects or conditions on the Premises.
This Release shall survive this Agreement.
7. BROKERAGE
7.1 Brokerage. Seller and Buyer each represents and warrants to the other that it has not
dealt with any broker who will be owed a commission or finder’s fee in connection with this
transaction. If any person shall assert a claim to a finder’s fee, brokerage commission, or other
compensation on account of alleged employment as a finder or broker or performance of services
as a finder or broker in connection with this transaction, the party under whom the finder or broker
is claiming shall indemnify and hold the other party harmless from and against any such claim and
all costs, expenses and liabilities incurred in connection with such claim or any action or
proceeding brought on such claim, including, but not limited to, counsel and witness fees and court
costs in defending against such claim. This indemnity shall survive the closing or the cancellation
of this Agreement.
8. CLOSING DOCUMENTS
8.1 Seller’s Closing Documents. Upon the Closing, Seller shall deliver to Buyer the
following documents, each of which shall have been duly executed and, where appropriate,
acknowledged:
8.1.1 The Deed in the form required herein; and
8.1.2 Such other documents as may be necessary or appropriate to transfer and convey all
of the Property to Buyer and to otherwise consummate this transaction in accordance with the
terms of this Agreement.
8.2 Buyer’s Closing Documents. On or before the Closing, Buyer shall deliver to Seller
such documents as may be necessary or appropriate to consummate this transaction in accordance
with the terms of this Agreement, each of which shall have been duly executed and acknowledged,
where appropriate.
9. REMEDIES
9.1 Seller’s Remedies. If Buyer fails to deposit the remainder of the purchase price in the
time and manner set forth in this Agreement or to perform when due any other act required by this
Agreement, Seller’s sole and exclusive remedy shall be to cancel this Agreement. Such
cancellation to be effective immediately upon Seller giving written notice of cancellation to Buyer.
Upon such cancellation, Seller shall be entitled to retain the earnest money deposit as liquidated
damages and not as a penalty. The parties agree and hereby stipulate that the exact amount of
damages would be extremely difficult to ascertain, and that the earnest money deposit constitutes
a reasonable and fair approximation of such damages.
9.2. Buyer’s Remedies. If Seller fails to perform when due any act required by this
Agreement to be performed, then Buyer shall have the right to cancel this Agreement, such
cancellation to be effective immediately upon Buyer giving written notice of cancellation to Seller.
Upon such cancellation, Buyer shall be entitled to a return of earnest money deposit.
10. GENERAL PROVISIONS
10.1 Assignment; Binding Effect. Neither Seller nor Buyer may assign any of its rights or
obligations under this Agreement without the other party’s prior written consent. Subject to the
foregoing, the provisions of this Agreement are binding upon and shall inure to the benefit of the
parties and their respective heirs, personal representatives, successors and assigns.
10.2 Attorneys’ Fees. If any action is brought by either party in respect to its rights under
this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and court costs
as determined by the court.
10.3 Waivers. No waiver of any of the provisions of this Agreement shall constitute a
waiver of any other provision, whether or not similar, nor shall any waiver be a continuing waiver.
Except as expressly provided in this Agreement, no waiver shall be binding unless executed in
writing by the party making the waiver. Either party may waive any provision of this Agreement
intended for its benefit; provided, however, such waiver shall in no way excuse the other party
from the performance of any of its other obligations under this Agreement.
10.4 Construction. This Agreement shall be construed according to Arizona law.
References in this Agreement to “Articles” and “Sections” are to the Articles and Sections of this
Agreement, unless otherwise noted.
10.5 Time. Time is of the essence of this Agreement.
10.6 Notices. All notices shall be in writing and shall be made by hand delivery, express
delivery, overnight courier service, or by certified mail, postage prepaid, return receipt requested.
Any such notice shall be deemed to be given and received and shall be effective (a) on the date on
which the notice is delivered, if notice is given by hand delivery; (b) on the date of actual receipt,
if the notice is sent by express delivery or overnight courier service; and (c) on the date on which
it is received or rejected as reflected by a receipt if given by United States mail, addressed and sent
as aforesaid.
Notices will be delivered or addressed to Seller and Buyer at the addresses set forth below:
To Seller:
TOWN OF WICKENBURG
155 North Tegner Street, Suite A
Wickenburg, Arizona 85390
ATTN: Town Manager
With Copy to: Pierce Coleman PLLC
17851 N. 85th Street, Suite 175
Scottsdale, Arizona 85255
ATTN: Trish Stuhan, Town Attorney
To Buyer:
[name of company, if applicable]
[name of Buyer and title, if applicable]
[street address]
[city, state, zip]
Escrow Agent: Pioneer Title Agency
510 N. Tegner Street, Suite B
Wickenburg, AZ 85390
10.7 Further Documentation. Each party agrees in good faith to execute such further or
additional documents as may be necessary or appropriate to fully carry out the intent and purpose
of this Agreement.
10.8 Headings and Counterparts. The headings of this Agreement are for purposes of
reference only and shall not limit or define the meaning of any provision of this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be an original
but all of which shall constitute one and the same instrument.
10.9 Severability. The provisions of this Agreement are severable to the extent that any
provision or application held to be invalid by a court of competent jurisdiction shall not affect
any other provision or application of this Agreement, which may remain in effect without the
invalid provision or application.
10.10 Applicable Law; Venue. This Agreement shall be governed by the laws of the State
of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa
County, Arizona.
10.11 Conflict of Interest. Seller and Buyer acknowledge that this Agreement is subject
to cancellation pursuant to the provisions of Arizona Revised Statutes § 38-511.
10.12. Entire Agreement. This Agreement, which includes Exhibits 1 and 2, constitutes
the entire agreement between the parties pertaining to the subject matter contained in this
Agreement. All prior and contemporaneous agreements, representations, and understandings of
the parties, oral or written, are superseded by and merged in this Agreement. No supplement,
modification, or amendment of this Agreement shall be binding unless in writing and executed
by Buyer and Seller.
EXECUTED as of the date written on the first page of this Agreement.
“SELLER”
TOWN OF WICKENBURG,
an Arizona municipal corporation
________________, Town Manager
ATTEST:
Amy Brown, Town Clerk
APPROVED AS TO FORM:
Pierce Coleman, PLLC, Town Attorney
“BUYER”
By:
Name:
Title:
EXHIBIT 1
(Real Estate Purchase Contract)
[Legal Description]
Maricopa County Parcel No. 505-50-141
Real property situated in the County of Maricopa, State of Arizona, described as follows:
All of Lots Eleven (11) and Twelve (12), and that part of Lot Ten (10), Block Thirteen
(13), WICKENBURG'S ADDITION TO WICKENBURG, recorded in Book 3 of Maps,
page 3 thereof, records of Maricopa County, Arizona, Described as follows:
BEGINNING at the most Easterly corner of said Lot 10; thence in a Northwesterly
direction along the Northeasterly line of said Lot 10, a distance of 15 feet; thence
Southwesterly 140 feet along a line parallel to the Southeasterly line of said Lot 10, to
the Southwesterly line of said lot: thence Southeasterly 15 feet to the most Southerly
corner of said Lot 10; thence Northerly along the dividing line between Lots 10 and 11
to the point of beginning.
EXHIBIT 2
[FORM OF DEED]
When Recorded Return to:
Town of Wickenburg
Town Clerk’s Office
155 N. Tegner Street, Suite A
Wickenburg, AZ 85390
Exempt pursuant to A.R.S. § 11-1134(A)(3)
SPECIAL WARRANTY DEED
For the consideration of _________Dollars ($______), and other valuable considerations, the
Town of Wickenburg, an Arizona municipal corporation, located at 155 N. Tegner St., Ste. A,
Wickenburg, AZ 85390 (“Grantor”), does hereby convey to
, an
______________, located at
(“Grantee”), the following real property situated in the
County of Maricopa, State of Arizona:
See Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”)
SUBJECT TO current taxes and assessments; patent reservations; all covenants, conditions,
restrictions, reservations, rights, rights-of-way, easements, obligations and liabilities and other
matters of record or to which reference is made in the public record; any and all conditions,
shortages in area, overlaps, conflicts in boundary lines, easements, encroachments, rights-of way,
rights or claims, or restrictions not shown by the public records which would be disclosed by a
physical inspection, or which an accurate survey of the Property would reveal; unpatented mining
claims; and the applicable zoning and use ordinances, regulations, zoning codes and the like of
any municipality, county, state, or the United States affecting the Property as same now exist and
as may hereafter be established or amended.
Grantor hereby binds itself and its successors to warrant and defend title to the Property against
the acts of Grantor and none other subject to the matters set forth above.
FURTHERMORE, Grantor hereby quitclaims to Grantee, without covenant or warranty of any
kind whatsoever, any rights or claims to title to water, applications for water rights, and claims to
or interests in water rights which are appurtenant or in any way applicable to or derived from the
Property whether surface, underground, wells, springs, percolating, flood, vested, contingent,
recorded, certificated, appropriated or otherwise.
[SIGNATURES ON FOLLOWING PAGES.]
Dated this
day of
, 2025.
GRANTOR:
TOWN OF WICKENBURG, ARIZONA,
A municipal corporation
By:
_________________, Town Manager
ACKNOWLEDGEMENT
STATE OF ARIZONA
)
) ss.
County of Maricopa
)
On this _____ day of
, 2025, before me, the undersigned Notary Public,
personally appeared ______________, Town Manager of the Town of Wickenburg, Arizona, a
municipal corporation, being so authorized to execute, who executed and acknowledged the
foregoing instrument for purposes therein contained and whose identity was proven to me on the
basis of satisfactory evidence to be the persons who they claim to be and acknowledged that they
signed the Special Warranty Deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
[ADDITIONAL SIGNATURE ON FOLLOWING PAGE.]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
ACCEPTED BY GRANTEE:
By
Name:
Title:
EXHIBIT A
TO SPECIAL WARRANTY DEED
PROPERTY DESCRIPTION
Maricopa County Parcel No. 505-50-141
Real property situated in the County of Maricopa, State of Arizona, described as follows:
All of Lots Eleven (11) and Twelve (12), and that part of Lot Ten (10), Block Thirteen
(13), WICKENBURG'S ADDITION TO WICKENBURG, recorded in Book 3 of Maps,
page 3 thereof, records of Maricopa County, Arizona, Described as follows:
BEGINNING at the most Easterly corner of said Lot 10; thence in a Northwesterly
direction along the Northeasterly line of said Lot 10, a distance of 15 feet; thence
Southwesterly 140 feet along a line parallel to the Southeasterly line of said Lot 10, to
the Southwesterly line of said lot: thence Southeasterly 15 feet to the most Southerly
corner of said Lot 10; thence Northerly along the dividing line between Lots 10 and 11
to the point of beginning.