Real Estate Purchase Agreement

REAL ESTATE PURCHASE AGREEMENT
(Solicitation Number: Bid 25-01)
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 Benner-Nawman, Inc, an Arizona Corporation (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 Nineteen Thousand, Four Hundred Dollars ($ 19,400.00), payable as follows:
2.2.1 Earnest Money Deposit. Ten percent (10%) of the total purchase price One Thousand
Nine Hundred and Forty Dollars ($1,940.00) 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; ACCESS EASEMENT
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 Easement Agreement. At the Closing, Buyer shall execute an Access Easement. The
form of Easement is attached as Exhibit 3. 
3.6 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, including the Easement Agreement, identified in Exhibit 3.
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:
Benner-Nawman, Inc.
Attn: Brian Young
3450 N. Sabin Brown Road
Wickenburg, AZ  85390
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, 2 and 3, 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
Troy Smith, Interim Town Manager
ATTEST:
Amy Brown, Town Clerk
APPROVED AS TO FORM:
Pierce Coleman, PLLC, Town Attorney
“BUYER”
BENNER-NAWMAN, INC
an Arizona corporation
By:
Name:
Title:

EXHIBIT 1
[Legal Description]
[See following pages.]

EXHIBIT 2
[FORM OF DEED]
When Recorded Return to:
Town of Wickenburg
Attn: Amy Brown, Town Clerk
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 Nineteen Thousand, Four Hundred Dollars ($19,400.00), 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 Benner-
Nawman, Inc, an Arizona Corporation, located at 3450 N. Sabin Brown Road, Wickenburg, AZ
85390 (“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: 
      Troy Smith, Interim 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: Benner-Nawman Inc.
By  
Name: 
Title:

EXHIBIT A
TO SPECIAL WARRANTY DEED
PROPERTY DESCRIPTION

EXHIBIT 3
[FORM OF PUBLIC ACCESS EASEMENT AGREEMENT]
[See following pages.]

When Recorded, Return To:
Town Clerk
Town of Wickenburg
155 N. Tegner St., Ste. A
Wickenburg, AZ 85390
PUBLIC ACCESS EASEMENT
GRANTOR:
GRANTEE:
Benner-Nawman, Inc
Town of Wickenburg
Attn: Brian Young
 
Attn: Town Manager
3450 N. Sabin Brown Road
155 N. Tegner St., Ste A
Wickenburg, AZ  85390
Wickenburg, AZ 85390
For the consideration of One Dollar ($1.00), and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants and conveys
to Grantee, its successors and assigns, a perpetual access easement described herein (“Access
Easement” or “Easement Property”) on, over, across, and through the real property described in
Exhibit A situated within Maricopa County, Arizona:
AGREEMENT:
1.
Grant of Access Easement.  Grantor hereby grants and dedicates to Grantee a
perpetual, non-exclusive Access Easement over and across the Access Easement for Grantee use
and public access use purposes.  This Easement is granted “as-is” without any representations or
warranties of Grantor as to the condition of the Access Easement.
2.
Use of Easement Area. The Easement Property may be used for Grantee for
access purposes, including, but not limited to, the right of Grantee to construct, operate and
maintain improvements on the Easement Property. Grantee shall maintain any improvements it
constructs on the Easement Property in good condition. Grantor shall have full use of the
Access Easement except for the purposes for which the same is herein conveyed to the Grantee,
and except for uses which interfere with the enjoyment by Grantee of the rights and servitude
herein conveyed to it and provided always that no building or structure of any nature or kind
whatsoever, including without limitation fences, nor any part of same, shall be constructed,
installed or placed on or over the Easement Property or any part thereof by Grantor.
3.
Abandonment. This Access Easement may be abandoned by Grantee, in whole or
in part, solely by the adoption of a resolution of the Town Council of the Town of Wickenburg,
whereby this Access Easement shall terminate.
4.
No. Liability. Grantor shall not be liable to Grantee or members of the public for
any personal injury or property damage which occurs during the use of the Easement Property
by Grantee or members of the public. Grantor makes no representations or warranties as to the

condition of the Easement Property.
5.
Covenants Running with the Land. The Access Easement constitutes a perpetual
covenant running with the land for the benefit of the Grantee, its successors and assigns.
(SIGNATURES ON FOLLOWING PAGES)
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this instrument is executed this ____ day of______________,
2025.
GRANTOR: Benner-Nawman, Inc.
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 Access Easement.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:

ACCEPTED BY THE TOWN OF WICKENBURG
Interim Town Manager
Date

EXHIBIT A TO PUBLIC ACCESS EASEMENT AGREEMENT
[Legal Description for Easement Property]
[See following pages]