Real Estate Purchase Conract- Osteen.pdf

REAL ESTATE PURCHASE CONTRACT
(Right-of-Way)

The parties to this Real Estate Purchase Contract (the “Contract”) are DONNA LEE
OSTEEN, a married woman, dealing with her sole and separate property, MICHAEL OSTEEN, a
single person, and SHAWNA OSTEEN, a single person (hereinafter “Seller’”’), and the CITY OF
BUCKEYE, Arizona, a municipal corporation organized under the laws of the State of Arizona
(hereinafter “Buyer”). Seller agrees to sell and Buyer agrees to purchase certain real property
(“Property”) under the terms and conditions set forth below:

Ue LEGAL DESCRIPTION

The Property to be conveyed by Seller to Buyer under this Contract includes the following:
the land legally described in Exhibit A and depicted in Exhibit B, respectively, each of which is
attached hereto and made a part hereof, together with Seller’s right, title, and interest in, if any, (a)
all rights and appurtenances pertaining to said land, including any right, title and interest of Seller
in and to adjacent streets, roads, strips, gores, alleys and rights-of-way; (b) any and all structures,
buildings, fixtures, facilities and other improvements situated on said land that are owned by Seller;
and (c) all air rights, development rights, minerals and mineral rights, sand and gravel and oil and
gas rights, wells, well sites, well equipment and well rights appurtenant to said land.

os PURCHASE PRICE

2.1. The total purchase price ("Purchase Price") to be paid by Buyer is Three Hundred

Phirty-Six Thousand Nine Hundred Sixteen and 00/100 DOLLARS ($336.916.00).

2.2 Upon the Opening of Escrow (as hereinafter defined), Buyer shall deposit with
Escrow Agent the sum of Ten Thousand and no/100 DOLLARS ($10,000.00). (the “Earnest
Money Deposit”). The Earnest Money Deposit shall become nonrefundable to Buyer following
the expiration of the Feasibility Period (unless Buyer shall have, prior to said date, exercised
its right to terminate this Contract in accordance with the provisions of Paragraph 8 below), except
in the event of a Seller default hereunder or as otherwise expressly provided herein. The
Earnest Money Deposit shall be applied (and Buyer shall receive a credit in the amount of the
Earnest Money Deposit) toward the payment of the Purchase Price.

2.3. The balance of the Purchase Price, plus or minus prorations and other adjustments
as provided in this Contract, shall be due at Close of Escrow (as hereinafter defined) and
shall be paid by Buyer in readily available funds to Escrow Agent, for and on behalf of Seller,

at the Close of Escrow.

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3. ESCROW AGENT; ESCROW PROVISIONS.

Seller and Buyer hereby appoint Pioneer Title Agency, Inc., (“Escrow Agent”) Attn: Diana
Olson, as the escrow agent for the transaction contemplated by this Contract, with an escrow
("Escrow") to be opened as of the date of delivery of a fully executed original of this Contract to
Escrow Agent (the “Opening of Escrow”). Escrow Agent, as the party designated as the person
responsible for closing the transaction contemplated hereby within the meaning of Section
6045(a)(2)(A) of the Internal Revenue Code of 1986 ("Code"), shall file all necessary information,
reports, returns and statements regarding this transaction as required by the Code, including,
without limitation, any tax reports required pursuant to Section 6045 of the Code.

4. BROKERAGE COMMISSION

Neither Seller nor Buyer has been represented by a real estate broker, agent or agency to
market and sell the Property. Seller and Buyer hereby indemnity the other against any claim for
commission (including all costs and reasonable 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.

5! RISK OF LOSS

Except as otherwise provided in this Contract, all risk of loss related to ownership and
possession of the Property, including liability to third persons except in connection with Buyer’s
Inspections (defined below), shall be the responsibility of the Seller until the Close of Escrow.

6. CLOSING COSTS AND PRORATIONS

6.1 Buyer will pay all escrow fees related to the sale of the Property. Escrow Agent
shall issue or cause to be issued a standard owner’s policy of title insurance ("Title Policy") insuring
marketable fee simple title to the Property in Buyer in the amount of the Purchase Price and naming
Buyer as the insured. Buyer shall bear the cost of the Title Policy.

6.2 Ad valorem real estate taxes and assessments affecting the Property shall be
prorated between the parties at and as of the Close of Escrow based on the latest available
information; provided, however, if any portion of the Property is not separately assessed as of the
Close of Escrow, real estate taxes with respect to that portion shall be prorated as of the Close of
Escrow based on the square footage of that portion relative to the square footage of all other real
property that is assessed with that portion, except that any taxes attributable to improvements will
be allocated to the land upon which the improvements are located. If Seller receives a tax bill for
the Property and for other land still owned by Seller after the Close of Escrow and before the
Property is reflected on the tax records as a separate tax parcel or otherwise removed from the tax
rolls, Seller shall promptly forward the tax bill affecting the Property to Buyer. Buyer shall forward
Buyer’s share of the tax bill to Seller no later than ten (10) days before the tax bill is delinquent,
and Seller shall cause the entire tax bill to be paid at least five (5) days prior to delinquency. If
Buyer fails to forward its share of any tax bill to Seller then Seller shall have the right (but not the
obligation) to advance Buyer’s share in order to fully satisfy the tax bill delinquency and shall be
entitled to immediate repayment of all amounts paid to or advanced to or on behalf of Buyer. If
Seller fails to pay the tax bill prior to delinquency, the Buyer shall have the right (but not the

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obligation) to fully satisfy the entire tax bill and shall be entitled to immediate repayment of all
amounts paid to or advanced to or on behalf of Seller. All amounts paid or advanced to or on
behalf of either party pursuant to this Section 6.2 shall bear interest from the date paid or advanced
until repaid in full at the rate of 16% per annum. The rights, obligations and liabilities set forth in
this Section 6.2 shall survive the Close of Escrow.

6.3. All of the above-referenced costs that are the responsibility of Buyer shall be paid
into Escrow on or before the Close of Escrow in addition to the Purchase Price. All costs that are
the responsibility of Seller as referenced above shall be paid from the proceeds of the sale of the
Property to which Seller is entitled.

6.4 Buyer, at its sole cost and expense, will be solely responsible for complying with
all subdivision laws, ordinances, and regulations required by any governmental authorities to
subdivide or split the Property from Seller’s adjacent retained property after the Close of Escrow
so that each of the Property and Seller’s adjacent retained property are separate legally subdivided
tax parcels with separate assessor parcel numbers. Seller will have liability or obligations in
connection therewith. This Section shall survive the Close of Escrow.

7. TITLE WARRANTY

7.1. Escrow Agent shall, at Buyer’s request and expense, provide, within ten (10) days
of the date of this Contract, a commitment (the “Commitment”) for the Title Policy, suitable to
Buyer, and shall provide copies of all instruments shown by the Commitment as exceptions. At
the Close of Escrow, Seller shall take all steps necessary to obtain the release of the Property from
all mortgages, deeds of trust or other monetary liens encumbering the Property voluntarily created
by Seller (“Monetary Liens”).

7.2. Fee Simple absolute title to the Property shall be transferred by Seller to Buyer at the
Close of Escrow by Special Warranty Deed (the “Deed”) in the form attached hereto as Exhibit C.
Buyer shall have until the expiration of the Feasibility Period to satisfy itself'as to the condition of
title to the Property. If Buyer fails to terminate this Contract prior to expiration of the Feasibility
Period, then Buyer will be deemed to have approved the condition of title to the Property. All
matters that are either approved or deemed approved pursuant to this Section 7.2, together with the
standard printed exceptions in the Commitment, shall be referred to as the “Permitted Exceptions.”

8. INVESTIGATIONS

Buyer shall have until ten (10) days prior to Close of Escrow ("Feasibility Period") to make
such investigations of the Property 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. Such right of investigation shall include, without limitation, the right to
have made any surveys, architectural and engineering studies, environmental studies, soil borings
and similar examinations, tests, studies and inspections of the Property as Buyer may deem
necessary or appropriate (collectively, the “Inspections”). Buyer shall and does hereby agree to
repair any damage to the Property resulting from the Inspections and, to the extent permitted by
law, to indemnify, defend, protect and hold harmless Seller from any and all liabilities, claims,
losses, damages and expenses, including but not limited to court costs and reasonable attorneys’
fees and any liens placed upon the Property, which may be incurred by Seller because of the

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Inspections, other than claims for diminution in value or other economic effects resulting from
Buyer’s discovery of existing hazardous materials or pollutants or other negative information
regarding the Property or Buyer’s election to terminate this Contract. Any provision of this
Contract to the contrary notwithstanding, the indemnity by Buyer set forth in this Section shall
survive Closing or any termination of this Contract. On or before the expiration of the Feasibility
Period, Buyer may terminate this Contract for any reason whatsoever by submitting to Seller
written notice of Buyer’s desire to terminate this Contract. Buyer shall not be obligated to explain
its reasons for terminating this Contract in such written notice to Seller. If Buyer elects to terminate
this Contract, the Earnest Money Deposit shall be returned to Buyer and this Contract shall
terminate and the parties shall thereafter be relieved from further liability hereunder, except with
respect to any obligations which expressly survive the termination of this Contract. If Buyer fails
to deliver written notice of termination of this Contract to Seller, then Buyer will be deemed to
have waived approved the Property and elected to proceed to Closing. The provisions of this
Section will survive the Close of Escrow.

9. EASEMENTS

9.1 Seller shall execute and deliver into Escrow at the Close of Escrow an easement for
public utilities in the form attached hereto as Exhibit D, attached hereto and incorporated herein
by this reference (the “Public Utilities Easement”).

10. INTENTIONALLY DELETED.

11. SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS: AS-IS

Seller warrants, represents, and covenants to Buyer (with the understanding that Buyer is
relying on these warranties, representations, and covenants) that:

11.1 The parties who are identified as the Seller herein have full right and authority
to enter into this Contract and consummate the transaction contemplated by this Contract.
All requisite action has been and will be taken by and on behalf of Seller in connection
with the entering into of this Contract, the instruments referenced herein and consummating
the transaction contemplated hereby. Seller shall furnish to Buyer such documentation to
evidence such authority as Escrow Agent shall reasonably request. This Contract and all
documents required hereby to be executed by Seller are and shall be valid, legally binding
obligations of Seller, enforceable against Seller in accordance with their terms. To Seller’s
actual knowledge: (i) neither the execution of this Agreement nor the performance hereof
by Seller will result in any breach or violation of the terms of any law, rule, ordinance, or
regulation or of any decree, judgment or order to which Seller is a party now in effect from
any court or governmental body; (ii) there are no consents, waivers, authorizations or
approvals from any third party necessary to be obtained by Seller in order to carry out the
transactions contemplated by this Agreement; and (iii) the execution and delivery of this
Agreement and performance hereof by Seller will not conflict with, or result in a breach of,
any of the terms, conditions or provisions of, or constitute a default under or result in the
creation of any new, or the acceleration of any existing, lien, charge, or encumbrance upon
the Property, or any indenture, mortgage, lease, agreement, or other instrument to which
Seller is a party or by which Seller or any of its assets may be bound.

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11.2 Seller has not: (i) made a general assignment for the benefit of creditors; (ii)
filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition
by Seller’s creditors; (iii) suffered the appointment of a receiver to take possession of all
or substantially all of Seller’s assets; (iv) suffered the attachment or other judicial seizure
of all, or substantially all, of Seller’s assets; (v) admitted in writing Seller’s inability to
pay its debts as they come due; or (vi) made an offer of settlement, extension or
composition to its creditors generally.

11.3 Except as reflected in the Commitment, there are no mechanics’ or
materialmen’s liens perfected against the Property by parties claiming through Seller.

11.4 To Seller's actual knowledge, Seller is not prohibited from consummating the
transactions contemplated by this Contract by any law, regulation, agreement, instrument,
restriction, order or judgment.

11.5 Other than this Contract, Seller has not entered, and shall not enter, into any
contracts, options or other obligations or rights for the purchase or sale of the Property, nor
has Seller entered into any leases, rights of occupancy or first refusals or options to
purchase the Property.

11.6 Seller will not, without the prior written consent of Buyer, consent to or convey
any interest in the Property, and Seller will not consent to or subject the Property to any
additional liens, encumbrances, covenants, conditions, easements, rights-of-way or similar
matters after the date of this Contract, which will not be eliminated on or prior to the
Closing Date. Seller shall not, without the prior written consent of Buyer, request or
consent to or cause to be issued a subdivision public report for all or any portion of the
Property. Seller shall not, without the prior written consent of Buyer, consent to or cause
to be executed any zoning or other entitlement applications for all or any portion of the

Property.

11.7 To Seller’s actual knowledge, except for: (i) pesticides that may have been used
in connection with normal farming operations and/or (ii) normal plant/animal/chemical
byproducts produced by normal farming operations (collectively, (i) and (ii), “Farming
Byproducts”) (with Seller not having any actual knowledge as to what, if any, Farming
Byproducts have occurred), Seller has not authorized any portion of the Property to be used
for the discharge or disposal of a pollutant or waste, for the treatment or disposal of refuse
or sewer or for the operation of any underground storage tanks. The “actual knowledge” of
Seller used in this Section 11 means the actual present knowledge of Donna Osteen,
Shawna Osteen, and Michael Osteen as of the date of this Agreement, without inquiry or
obligation to conduct inquiry.

Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed
that all representations and warranties of the Seller set forth in this Agreement shall survive the
Closing of this Agreement until the 6 months after the Close of Escrow, and neither party shall
have any liability of any kind whatsoever for any breach thereof except to the extent a claim is
asserted by the filing of a legal proceeding against such party by such date, and in such event the
survival period for the representations and warranties in question shall be tolled while such action
is pending both at trial and on appeal and while any judgment arising from such action remains

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unsatisfied.

UPON AND AS OF THE CLOSE OF ESCROW, BUYER ACKNOWLEDGES THAT, EXCEPT
FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES, INDEMNITIES, AND
COVENANTS MADE IN SECTION 11 OF THIS CONTRACT (COLLECTIVELY, THE
“EXPRESS REPRESENTATIONS”), BUYER IS PURCHASING THE PROPERTY AND ANY
IMPROVEMENTS THEREON IN “AS IS” AND “WHERE IS” PHYSICAL CONDITION,
“WITH ALL FAULTS”, AND THAT SELLER IS SELLING THE PROPERTY IN “AS IS” AND
“WHERE IS” PHYSICAL CONDITION “WITH ALL FAULTS”. EXCEPT FOR THE
EXPRESS REPRESENTATIONS, SELLER IS NOT MAKING ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS, IMPLIED OR
STATUTORY, WITH RESPECT TO THE PROPERTY, ITS PHYSICAL CONDITION OR
ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY.
SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY. EXCEPT FOR
THE EXPRESS REPRESENTATIONS, BY CLOSING HEREUNDER, BUYER RELEASES
SELLER AND ITS AFFILIATES OF AND FROM ANY AND ALL LIABILITY, COST,
EXPENSE, OBLIGATIONS OR CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN
AND WHETHER EXISTING NOW OR ARISING IN THE FUTURE, RELATED TO, ARISING
FROM OR REGARDING THE PROPERTY AND OF AND FROM ALL OBLIGATIONS
UNDER CERCLA OR ANY OTHER STATE, FEDERAL OR LOCAL ENVIRONMENTAL OR
OTHER LAW CONCERNING THE PROPERTY AND, EXCEPT WITH RESPECT TO THE
EXPRESS REPRESENTATIONS, WAIVES ANY RIGHT TO HOLD SELLER AND ITS
AFFILIATES RESPONSIBLE FOR ANYTHING WHICH OCCURRED PRIOR TO CLOSING
WITH REGARD TO THE PROPERTY. BUYER’S ACKNOWLEDGEMENTS CONTAINED
HEREIN ARE NOT INTENDED TO RELEASE SELLER FROM ANY FRAUDULENT
MISREPRESENTATION OR INTENTIONAL MISREPRESENTATION OR OMISSION. THE
PROVISIONS OF THIS SECTION WILL SURVIVE THE CLOSE OF ESCROW.

12. CLOSE OF ESCROW

12.1. The closing of the Escrow shall occur on or before thirty (30) days from the
Opening of Escrow ("Close of Escrow"). The Close of Escrow will be at the offices of the Escrow
Agent. At the Close of Escrow, both the title to and possession of the Property shall be transferred
from Seller to Buyer.

12.2 Buyer shall not be obligated to close hereunder unless each of the following
conditions shall exist on the Close of Escrow:

(a) The Escrow Agent shall be prepared to issue (or be prepared to
unconditionally commit to issue) the Title Policy.

(b) Seller shall have provided to Buyer evidence reasonably satisfactory to
Escrow Agent that Seller has limited liability company authorization to sell the Property to Buyer
in accordance with the terms of this Contract (as amended, if applicable) and to enter into, execute,
deliver and perform this Contract.

(c) Seller’s representations and warranties made by Seller are true and correct

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in all material respects on and as of the Close of Escrow with the same force and effect as if made
on and as of the Close of Escrow.

(d) Seller shall have performed all material covenants and obligations and
satisfied all conditions required by this Contract to be performed or satisfied by Seller on or before
the Close of Escrow.

(e) Except to the extent caused by Buyer’s acts or omissions, there shall have
been no material and adverse change in the physical condition of the Property from and after
expiration of the Feasibility Period until Closing.

The provisions of this Section 12.2 are for the sole benefit of Buyer and may be waived by Buyer
in its discretion.

12.3. Seller shall not be obligated to close hereunder unless each of the following
conditions shall exist on the Close of Escrow: (a) Buyer’s representations and warranties made by
Buyer are true and correct in all material respects on and as of the Close of Escrow with the same
force and effect as if made on and as of the Close of Escrow; and (b) Buyer shall have performed
all covenants and obligations and satisfied all conditions required by this Contract to be performed
or satisfied by Buyer on or before the Close of Escrow. The provisions of this Section 12.3 are for
the sole benefit of Seller and may be waived by Seller in its discretion.

12.4 By the Close of Escrow, the following shall occur:
(a) Seller shall deliver to Buyer:
(i) the duly executed and acknowledged Deed;

(ii) an Affidavit of Property Value, to the extent required by applicable
law, duly executed and appropriately acknowledged by Seller or its agent; and

(iii) | an executed counterpart of the Public Utilities Easement.

(b) Buyer shall pay to Seller the Purchase Price as provided in Section 2.1, subject to
the adjustments described in Section 6. In addition, on or prior to the scheduled Close of Escrow,
Buyer shall execute and acknowledge (where appropriate) and deposit with Escrow Agent for
delivery to Seller upon the Close of Escrow a counterpart of the Affidavit of Property Value and
the Public Utilities Easement.

(c) Seller shall execute and deliver to Buyer and the Escrow Agent an affidavit that
evidences that Seller is exempt from the withholding requirements of Section 1445 of the Code.

(d) Seller and Buyer shall each deliver to the other such instruments, documents, or
certificates (including certificates of public officials to the extent the same are reasonably
available) as the other party or its counsel may reasonably request in order to attest to the
organization and existence of such party, its authority to execute and deliver this Agreement, and
to effect the transactions herein contemplated, and attesting to the taking of all necessary action to
authorize the herein contemplated transactions.

(e) Seller shall execute and deliver to Buyer such other documents, instruments, or

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agreements which Seller may be required to deliver to Buyer pursuant to the provisions of this
Agreement or which may be necessary to consummate the transactions contemplated by this

Agreement.

(f) Buyer shall execute and deliver to Seller such other documents, instruments, or
agreements which Buyer may be required to deliver to Seller pursuant to the provisions of this
Agreement or which may be necessary to consummate the transactions contemplated by this

Agreement.

13. USE OF SUBJECT PROPERTY
Seller shall have the exclusive right to use the Property until Close of Escrow. Seller shall

not remove any fixtures or improvements from the Property unless otherwise agreed to by Buyer
in writing. From and after the date

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hereof, Seller, unless otherwise agreed to in writing by Buyer, will refrain from (a) performing any
construction upon or about the Property; (b) creating or incurring, or suffering to exist any private
sewer or water agreement, improvement district, community facilities district, lease, occupancy
right, mortgage, lien, pledge or other encumbrances in any way affecting the Property, other than
those released on or before the Close of Escrow; (c) forming any association or district; (d)
amending any exception shown in the Commitment; and (e) except as may arise or result from the
activities of Buyer on or relating to the Property, Seller will observe all laws, ordinances,
regulations and restrictions materially affecting the Property and its use, and will pay taxes on the
Property not later than the Close of Escrow for the period preceding the Close of Escrow.

14. RIGHT TO ENCUMBER

Seller shall not encumber the Property after execution of this Contract.
15. ASSIGNABILITY

Neither Seller nor Buyer may assign any of its rights or obligations under this Contract
without the other party’s advance written consent. This Contract shall be binding upon Seller and
Buyer and their respective successors and assigns.

16. DEFAULT

16.1 Seller’s Failure to Close. If Seller fails to Close, and provided that Buyer is not
then in breach or default of its obligations hereunder, then Buyer, at Buyer’s option and as its sole
and exclusive remedy, shall be entitled to (i) seek specific performance of Seller’s obligations
hereunder; (ii) terminate this Contract by written notice to Seller and Escrow Agent, in which event
the Earnest Money Deposit, accrued interest and all other sums previously deposited by Buyer
with Escrow Agent or which were paid to Seller on account of this Contract shall be returned to
Buyer; or (iii) waive such breach and proceed to Closing. Notwithstanding any such termination,
Buyer shall have the continuing right to enforce any surviving obligations provided for in this
Agreement. In no event will Seller be liable for any damages to Seller. Notwithstanding the
foregoing, Buyer waives no right to exercise the power of eminent domain and/or condemnation
in the event of Seller’s failure to Close.

16.2 Default by Buyer: If Buyer fails to complete the acquisition of the Property as
herein provided, and provided that Seller is not then in breach or default hereunder, Seller as its
remedy for Buyer’s failure to close this transaction shall be entitled to terminate this Contract by
written notice to Buyer, in which event Seller shall be entitled to receive the Earnest Money
Deposit as liquidated damages for Buyer’s failure to close this transaction, and this Contract shall
terminate. Payment to Seller of the Earnest Money Deposit shall terminate all of Seller’s rights
and remedies at law or in equity against Buyer with respect to this transaction for Buyer’s failure
to close this transaction. The parties hereby agree that the amount of the Earnest Money Deposit
shall be and constitutes liquidated damages for Buyer’s failure to close this transaction,

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Buyer and Seller acknowledging and agreeing that it is difficult or impossible to determine the
actual damages Seller would suffer from Buyer’s failure to close this transaction and that the
agreed upon liquidated damages are not punitive or penalties and are just, fair and reasonable.
Notwithstanding any such termination for Buyer’s failure to close this transaction, Seller shall have
the continuing right to enforce any surviving obligations provided for in this Contract.

16.3. Notwithstanding anything in this Contract to the contrary, no party shall ever be in
default hereunder unless such breaching party first receives written notice of default from the non-
defaulting party hereunder, stating with specificity the purported default or events of default, and
thereafter the defaulting party fails to cure such breach to the reasonable satisfaction of the non-
defaulting party within three (3) business days of the defaulting party's receipt of such written
notice of default

16.4 The breaching party shall be responsible to pay all escrow costs and fees related to
this Contract.

16.5 If, after the Close of Escrow, either party shall breach any of the terms or provisions
of this Agreement, or if either party breached any of the representations, warranties, or covenants
made by such party at, or as of, the Close of Escrow, and if such claim is brought prior to lapse of
such representation or warranty, or if any party otherwise defaults in its post-closing obligations
and such breach or default is not cured by the breaching party within 10 days after written notice
thereof from the non-breaching party, then the non-breaching party shall have, in addition to the
rights and remedies set forth elsewhere in this Agreement and in any documents or instruments
executed and delivered by the breaching party at the Close of Escrow, any right or remedy available
at law or in equity, provided, however, that in an action for monetary damages, the non-breaching
party shall only be entitled to seek recovery of actual damages which result from the breaching
party’s breach, Buyer and Seller hereby waiving and covenanting not to assert any right to seek or
obtain any other damages (including, without limitation, incidental, consequential, special, or
punitive damages) resulting from the other party’s breach. Notwithstanding the foregoing, Buyer
waives no right to exercise the power of eminent domain and/or condemnation upon Seller’s
breach and failure to cure after written notice.

17. ATTORNEYS' FEES. In the event of any action at law or in equity between Seller and
Buyer to enforce any of the provisions and/or rights under this Contract or on account of a breach
of any term or provision hereof, the unsuccessful party to such litigation agrees to pay to the
prevailing party all costs and expenses, including reasonable attorneys’ fees, incurred therein by
such prevailing party, including any such costs and expenses incurred in any appeal, and if such
prevailing party shall recover judgment in any action or proceeding, such costs, expenses and fees
shall be included in and as a part of such judgment. As used herein, the term “prevailing party”
shall be the party to such litigation which receives, whether by settlement or judgment,
substantially the relief prayed for in such litigation. This provision shall survive the Close of
Escrow or any termination of this Contract.

18. SUPERSEDING AGREEMENT

This Contract constitutes the entire contract of the parties relating to the Property and the
parties agree that the terms of this Contract shall supersede all previous oral and written Contracts

between them.

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19. AMENDMENT: WAIVER; ENTIRE AGREEMENT

No change or modification of this Agreement shall be valid unless the same is in writing
and signed by the parties hereto. No waiver of any of the provisions of this Agreement shall be
binding unless in writing and signed by the party against who it is sought to be enforced. This
Agreement contains the entire agreement between the parties relating to the purchase and sale of
the Property. All prior negotiations between the parties are merged in this Agreement, and there
are no promises, agreements, conditions, undertakings, warranties, or representations, oral or
written, express or implied, between the parties other than as herein set forth.

20. ARIZONA LAW

Seller and Buyer both acknowledge that this Contract is executed in Maricopa County,
Arizona, and relates to property located in Maricopa County, Arizona. Should legal action be
necessary to enforce the terms of this Contract, all parties agree that the laws of the State of Arizona
shall apply. All parties agree that the proper venue for any lawsuit shall be Maricopa County,
Arizona.

21. AMBIGUITY

This Contract was drafted by the City with the assistance of their attorneys. Neither the
City nor its attorneys at the law firm of Gust Rosenfeld, P.L.C. have rendered legal or other advice
to Seller regarding the sale of the Property or the specific terms of this Contract. Seller is aware
of its right to obtain independent professional and/or legal assistance with this Contract and, upon
signing of the Contract, represents that it has 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 Contract shall not be construed against either

party.

22. CONFLICT OF INTEREST

Seller recognizes that Buyer is an Arizona municipal corporation. Pursuant to A.R.S. § 38-
511, Buyer may cancel this Contract within three (3) years after its execution without penalty or
further obligation if any person significantly involved in initiating, negotiating, securing, drafting
or creating this Contract on behalf of Buyer is, at any time while the Contract or any extension
thereof is in effect, an employee or agent of Seller in any capacity or a consultant to Seller with
respect to the subject matter of this Contract. Notice of any such cancellation shall be given by
Buyer to Seller with respect to the subject matter of this Contract. Notice of any such cancellation
shall be given by Buyer to Seller pursuant to the terms of A.R.S. § 38-511. Should cancellation
occur under this provision, Seller shall return to Buyer all moneys paid by Buyer under this
Contract. Additionally, Seller shall be responsible for payment of all escrow fees. Notwithstanding
anything to the contrary herein, this Conflict of Interest provision shall survive the Close of Escrow
or any termination of this Contract.

23. AUTHORITY TO EXECUTE

Seller and Buyer both acknowledge that the persons whose signatures appear below have
appropriate authority to execute this Contract on behalf of Seller and Buyer.

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24. | FURTHER ASSURANCES

Each of the parties hereto undertakes and agrees to execute and deliver such documents,
writings and further assurances as may reasonably be required to carry out the intent and purpose
of this Agreement, which obligation shall survive the Closing.

25. DATES AND TIMES

Time is of the essence of this Agreement. For purposes of this Agreement, “business days”
shall mean Monday through Thursday, excluding federal and state holidays. If any date set forth
in this Agreement for the delivery of any document or notice or the happening of any event
(such as, for example, the expiration of the Feasibility Period or the Close of Escrow) should, under
the terms hereof, fall on a day that is not a business day, then such date shall be automatically
extended to the next succeeding business day. Deliveries or events occurring subsequent to 5:00
PM on a business day in the location of occurrence shall be deemed to have occurred on the next
business day (e.g., notices due on a certain date must be received by 5:00 PM on such date).

26. EXCULPATION

Seller agrees that there shall be absolutely no personal liability on the part of any employee
or agent of Buyer, City of Buckeye, with respect to any of the terms, covenants and conditions of
this Agreement.

27. LIABILITIES NOT ASSUMED.

Except as specifically set forth herein to the contrary, Buyer shall not, and shall not by
virtue of the transactions set forth, be deemed to have assumed or agreed to pay, perform, or
discharge any liabilities of the Seller, whether or not the same relate to the Property or were
incurred in connection with the ownership, use, management, or operation thereof by Seller, or by
any person acting through, or on behalf of, Seller, except to the extent disclosed by the Permitted

Exceptions.
28. NOTICES

Notices required or permitted by this Contract shall be given in writing and personally
delivered, sent by email transmission, or sent by first class mail, postage prepaid to:

Seller: Buyer:
Donna Lee Osteen City Manager

City of Buckeye
Address 530 E. Monroe Ave

Buckeye, Arizona 85326

City/State/ZIP

With a copy to:

FST:fst 4571751
12

Michael Osteen

Address

City/State/ZIP

Shawna Osteen

Address

City/State/ZIP

With a copy to:

Berens Blonstein PLC

7033 East Greenway Pkwy., Suite 210
Scottsdale, AZ 85254

Attention: Chris Evanoff

Telephone: (480) 624-2775

E-mail: cevanoff@berensblonstein.com

City Attorney

City of Buckeye
530 E Monroe Ave
Buckeye AZ 85326

FST:fst 4571751

13

29. _ COUNTERPARTS

This Contract may be executed in multiple counterparts, each of which shall be deemed to
be an original but all of which, together, shall constitute one and the same instrument. Facsimile
signatures shall have the same force and effect as original signatures.

30. INTERNAL REVENUE CODE

Seller agrees to comply with Section 1445 of the Code and to complete and deliver to
Buyer a non-foreign affidavit on Escrow Agent’s standard form.

31. | RELATIONSHIP OF PARTIES.

The parties agree that their relationship is that of Seller and Buyer, and that nothing
contained herein shall constitute either party as being the agent or legal representative of the other
for any purpose whatsoever, nor shall this Contract be deemed to create any form of business
organization between the parties hereto, nor is either party granted the right or authority to assume
or create any obligation or responsibility on behalf of the other party, nor shall either party be in
any way liable for any debt of the other.

32. . AGREEMENT BINDING ONLY UPON EXECUTION

The delivery of this Agreement in unexecuted form by Buyer or Seller does not constitute
either an agreement or an offer. This Agreement shall become the binding agreement of the parties
only upon the execution by both parties of this Agreement or a counterpart thereof.

FST: fst 4571751
14

ACCEPTED BY: DATE: July 22 , 2025.

BUYER:

CITY OF BUCKEYE, ARIZONA
an Arizona municipal corporation

DA

By: David B. Roderique

Its: Interim City Manager

ATTEST:

Feo Op

Lucinda J. Aja, City Clerk

APPROVED AS TO FORM:
her f

City Attorney

[ADDITIONAL SIGNATURES ON FOLLOWING PAGE]

Adobe Acrobat Sign Transaction Number: CBJCHBCAABAAWXo-rDI7eWMIFsuv77tcy5_yJUbaMZDS

FST:fst 4571751
15

IN WITNESS WHEREOF, this instrument is executed this 30% day of June,
2025.

SELLER:

Dera tre Ode
Donna Leg Osteen

Michael Osteen

~

Shawna Osteen

FST:fst 4571751
16

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY
TO BE CONVEYED BY SELLER TO BUYER

[See following page(s)]

FST: fst 4571751
17

(— EXHIBIT "A" - LEGAL DESCRIPTION \

A PARCEL OF LAND OVER THAT TRACT OF LANC AS CONVEYEC TC CSTEEN CONNA LEE &
MICHAEL & SHAWNA, BY DEED OF RECORD IN INSTRUMENT NUMBER 1989-—C402297,
MARICOPA COUNTY RECORDS (MCR) AND LOCATED IN THE NORTHWEST QUARTER OF
SECTION 17, TOWNSHIP 1 NORTH, RANGE 3 WEST OF THE GILA & SALT RIVEK MERILIAN,
CITY OF BUCKEYE, MARICOPA COUNTY, ARIZONA AND EEING MORE FARTICULARLY DESCRIEEL

AS FOLLOWS:

CCMMENCING AT THE WEST QUARTER CCRNER CF SECTICN 17, |OWNSHIP 1 NCRTH, RANGE
S WEST CF THE GILA & SALT RIVER MERILIAN (FCUNL MARICCKA CCUNTY HIGHWAY
DEPARTMENT BRASS CAP IN HANCHOLE) FRCM WHICH POINT THE NORTHWEST CCRNER
THEREOF (KCLNE MARICCPA CCUNTY HIGHWAY SEPAR IMENT ERASS CAP IN HANLHCLE)
BEARS NORTH CC CEGREES 15 MINUTES 50 SECCNDS EAST A LISTANCE CF 2626.64 FEE!;

THENCE SCUTH 89 DEGREES 54 MINUTES 24 SECCNDS EASI, ALONG THE EAST-WEST MIL
SECTICN LINE, A DISTANCE CF 1519.55 FEET IC A JOWN CF EULCKEYE BRASS CAP FLUSH;

THENCE NCRTH C LEGREES 16 MINUTES 51 SECONDS EAS!, A LISTANCE CF
$28.17 FEET 10 THE SOUTHWEST CCRKNER CF SAIS IKACT ANC THE PCINT CF BEGINNING;

THENCE NCXTH C LEGREES 16 MINUTES 51 SECONDS EAS!, ALONG THE WEST LINE CF SAID
IRACI, A DISTANCE OF $28.17 FEET IC THE NCRTHWEST CORNER THERECT;

THENCE SCUTH 89 DEGREES 52 MINUTES 34 SECCNDS EAST ALONG SAIL NORTH LINE CF
SAIL IRACI, A LISTANCE CF 65.CC FEET;

THENCE SCUTH OS DEGREES 12 MINUTES 27 SECONLS EASI, ACRCSS SAID IRACI, A
LISTANCE OF $28.72 FEET 10 THE SOLTH LINE THERECt;

THENCE NCRTH &9 DEGREES 52 MINLTES 59 SECCNLES WES!, ALONG SAID SCLUTH LINE, A
CISTANCE OF &&.CC FEET 10 THE °CINT OF EEGINNING.

THE ABCVE CESCRIBEL PARCEL CF LANE CONTAINS 24612.47 S.F.
(C.565C ACRE) CF LAND, MCRE CR LESS, INCLUCING ANY EASEMENTS OF RECCRD.

THE BASIS OF REARING FCR THE ABOVE DESCRIPTION IS N 015’5C”E
FOR THE WEST LINE OF THE NORTHWEST QUARTER OF SECTION 17,
TOWNSHIP 1 NORTH, RANGE 3 WEST OF THE GILA AND SALT RIVER
MERIDIAN, CITY OF BUCKEYE, MARICOPA COUNTY, ARIZONA AS
CALCULATED ON THE RECORD OF SURVEY PLSS SUBDIVISION

— MARICOPA COUNTY EQODETIC DENSIFICATION AND CADASTRAL
SURVEY (GDACS) RECORDED IN BOOK 638, PAGE 32, MARICOPA
COUNTY RECORDS.

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Pe a ila LEGAL DESCRIPTION TO ACCOMPANY
| RPA Associates EXHIBIT FOR RIGHT-OF-WAY
602-263-1177 ASSESSOR PARCEL 504-63-001B

L. —_ J Ww.rpaeng.com

DATE: 12/21/22) PROJECT NUMBER
ae N DSN: ss RPA - 221104
DRN: Ss
BUCKEYE, AZ SHEET 1 OF 2 yy

CHK: MRS

EXHIBIT B

DEPICTION OF REAL PROPERTY
TO BE CONVEYED BY SELLER TO BUYER

[See following page(s)]

FST:fst 4571751
17

(— EXHIBIT "B" - SKETCH >

$89°52'34"E _ wok GS" S86
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SEC. 17

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MARICC?A COUNTY
HIGHWAY LCE-ARINENT
BRASS CAP IN HANCHCLE

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RITOCH- POWELL EXHIBIT TO ACCOMPANY LEGAL DESCRIPTION

| RPA & Associates FOR RIGHT-OF-WAY
602-263-1177 ASSESSOR PARCEL 504-63-001B
DATE: 11/14/2 PROJECT NUMBER
ae N 7 DSN: SS RPA - 221104
DRN: Ss
LO BUCKEYE, AZ CHK. MRS SHEET 2 OF 2 J