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HomeMy WebLinkAboutResolution 2009-079 settlement and termination agreement with the CMID and CWUAMARANA RESOLUTION N0.2009-79 RELATING TO WATER; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A PURCHASE, SETTLEMENT AND TERMINATION AGREEMENT WITH THE CORTARO-MARANA IRRIGATION DISTRICT AND THE CORTARO WATER USERS' ASSOCIATION; AND DECLARING AN EMERGENCY NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Purchase, Settlement and Termination Agreement between the Town of Marana, the Cortaro-Marana Irrigation District, and the Cortaro Water Users' Association attached to and incorporated by this reference and this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it and all other documents related to it on behalf of the Town of Marana. BE IT FURTHER RESOLVED that the Town of Marana staff is hereby authorized to undertake all other actions necessary to carry out the terms of the agreement. BE IT FURTHER RESOLVED that it is necessary for the preservation of the peace, health and safety of the Town of Marana that this resolution become immediately effective, so an emergency is hereby declared to exist and this resolution shall be effective immediately upon its passage and adoption. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 21st day of May, 2009. ~, ~~ ~~ Mayor d Honea ATTEST: -~-~ -,Ar .FoR Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: PURCHASE, SETTLEMENT AND TERMINATION AGREEMENT BETWEEN THE TOWN OF MARANA, THE CORTARO-MARANA IRRIGATION DISTRICT, AND THE CORTARO WATER USERS' ASSOCIATION THIS PURCHASE, SETTLEMENT AND TERMINATION AGREEMENT (this "Agreement") is entered into by and between the TowN of MARANA, an Arizona municipal corporation (the "Town"), the CORTARO-MARANA IRRIGATION DISTRICT, a political. subdivision of the State of Arizona ("CMID"), and the CORTARO WATER USERS' ASSOCIATION, an Arizona nonprofit corporation (the "Association"). CMID and the Association are sometimes collectively referred to in this Agreement as the "District." The Town, CMID, and the Association are sometimes collectively referred to as the "Parties," each of which is sometimes individually referred to as a « » Party. RECITALS A. The Parties entered into an intergovernmental agreement dated September 16, 1997, and recorded September 25, 1997, at Docket 10638, page 2558, Pima County Recorder's Office (the "Original IGA"). B. The Parties entered into Mutual Cancellation of Intergovernmental Agreement and Transition Agreement dated December 16, 2008 and recorded January 22, 2009 at Docket 13479, Page 224, Pima County Recorder's Office ("the Cancellation Agreement"), cancelling the Original IGA and providing the Town an opportunity to purchase certain wells from the District. C. New disputes have arisen among the Parties regarding the interpretation of provisions of the Cancellation Agreement, and each of the Parties has alleged breaches by the other. D. To acquire certain wells from CMID, to resolve all pending disputes among the Parties relating to the Original IGA and the Cancellation Agreement, without resorting to judicial proceedings, and to terminate both the Original IGA and Cancellation Agreement the Parties have reached this Agreement. AGREEMENT Now, THEREFORE, based on the foregoing recitals, which are incorporated here by this reference, and in consideration of the mutual promises made in this Agreement, the Parties agree as follows: -1- 05/20/09 1. Payment by the Town. The Town shall pay to CMID: 1.1 One Million Five Hundred. Thousand Dollars ($1,500,000), at the fixed interest rate of Five (5%) percent compounded monthly accruing from the Effective Date (as defined below), and payable in 108 monthly payments on the 1st of each month beginning on July 1, 2010 and ending on June 1, 2019. The Town may at any time pay off the remaining principal balance and then-accrued interest without prepayment penalty. 1.2 The payment obligation is evidenced by the Promissory Note a copy of which is attached to and incorporated in this Agreement as Exhibit A and the original of which is delivered to the District, and secured by the revenues generated by water sales by the Town of Marana Utilities Department as reflected in the Security Agreement Trust a copy of which is attached to and. incorporated in this Agreement as Exhibit B and the original of which is delivered to the District. 1.3 Annual payments are due on July 1 and delinquent if not paid on the due date. If the payment is not received by the District by July 10, a late fee of $275.00 shall also be due and payable. The District shall act as its own collection agent. 1.4 Failure to timely pay shall be a default which if not cured shall be a breach and delinquent payments and unpaid late fees shall accrue interest at the rate of 1.5 % per month until paid. 2. District transfer of wells and well sites to the Town. The District shall transfer, sell and assign by Quit Claim Deeds, in the form as attached hereto and incorporated herein as Exhibits C - H, any and all of its rights, title or interests in or to the legal or equitable title to wells, well sites, and all appurtenant improvements and property rights (excluding any water rights held by District), including the District's easements over, under, across and within the Property necessary for the Town's beneficial use thereof as domestic water wells, all of which are collectively referred to in this Agreement as "Property": 2.1 Well No. 28.2, ADWR No. 55-604844, and its. well site, located at 13481 North Sandario Road, Pima County Assessor's Parcel No. ("APN") 217-40-0010 (the "Sandario Well"). 2.2 Well No. 22.1, ADWR No. 55-604839, and its well site, located at 13910 North Amole Circle, APN 217-28-0020 (the "Amole Well"). 2.3 Well No. 8.1, ADWR No. 55-604845, and its well site, located at 7948 West Avra Valley Road, (this well site is located on APN 226-01-0290, but the well site location as coded in the Assessor's records is at APN 226-01-0300) (the "Falstaff Well"). 2.4 Well No. 17-P1, ADWR No. 55-604832, and its well site, located the end of Linda Vista east of Bross Road, APN 226-03-002A (the "La Puerta Well"). 2.5 Well No. 17-P2, ADWR No.55-604840, and its well site, showing a site address of 9651 North La Entrada, APN 226-OS-149B (the "Old La Puerta Wellsite"). -2- 05/20/09 2.6 Well No. 25-K1, ADWR No. 55-604823, and its well site, located 260 feet southwest of Willow View Drive, APN 221-15-0220 (the "Lennar Well"). 2.7 Well No. 25-K2, ADWR No. 55-604846, and its well site, located on the same site as the Lennar Well, on APN 221-15-0220 (the "Oshrin Well"). 3. Ingress, Egress and Utility Access to the Property. Town shall be responsible for acquiring any and all ingress, egress and utility access necessary for its beneficial use of the Property except for that, if any, set forth on Exhibit I attached hereto and incorporated herein, which is held by the District and shall be transferred by the District to the Town pursuant to Quit Claim Deed in the same form as set forth in Exhibits C - H without additional compensation from the Town to the District. 4. Mutual settlement and release of all claims. This Agreement settles and releases all claims whatsoever between and among the Parties relating in any way to the Original IGA or to the Cancellation Agreement or to the rights to the wells addressed in this Agreement, including without limitation, settlement and release of any payments claimed by either Party relating to the purchase of water or hydropower, and including without limitation all matters set forth in the claim filed by the District against the Town dated November 14, 2008 in the amount of $3,353,963.28, and the claim by the Town against the District dated March 23, 2009 in the amount of $902,887. 5. Ongoing matters not covered by this Agreement. This Agreement does not address any claim or cause of action that arises on any basis other than the Original IGA or the Cancellation Agreement. 6. Town's right of first refusal. Prior to the District offering any CMID well for sale to a third party, the District will give the Town no less than 30 days notice in writing delivered to the Town within which to inspect and make and deliver to the District in writing an offer to purchase the well open to acceptance for not less than 60 days. Any offer made by the Town to purchase the well shall be kept confidential by the District. CMID shall not be obligated to accept the Town's offer, but shall not sell the well to a third party unless the dollar amount offered by the third party is at least 5% greater than that offered by the Town pursuant to this paragraph. 7. Cooperation with State and other agencies. At their own separate expense, the Parties shall cooperate in the Town's preparation and processing of all necessary paperwork with the Arizona Department of Water Resources and other agencies to assure that all wells addressed by this Agreement are properly registered in the name of the Town. 8. Well site legal descriptions. The legal descriptions included in Exhibits C - H reflect established well sites and wells and the legal descriptions of the Property as historically utilized by the Parties in the past. The Town at its expense shall be responsible for taking such steps as it deems reasonable to assure the physical location of each of the well sites that comprise the Property matches the legal description contained in Exhibits C - H. The Town, in its discretion, may provide at its own cost legal descriptions and depictions, stamped by a certified land surveyor, for any or all of the well sites that are addressed in paragraph 2 of this Agreement. The conveyance by the District of the Property is by Quit Claim Deed. In the event the survey description and the Exhibits C - H description cannot be reconciled to provide Town with -3- osi2oio9 insurable title to any portion of the Property, the District at its expense shall cooperate with and assist the Town in securing insurable title under this paragraph including the expense of quieting title. The Town shall not institute a condemnation or quiet title proceeding regarding a Property well site unless it has provided the District with not less than 45 days written notice of its intent to do so. 9. No salvage. The District shall not salvage or remove any fixtures, improvements, or any portion of the Property from the date of this Agreement until closing unless: a) the Town provides its written consent thereto, or b) it is necessary to preserve the public health and safety or c) it is necessary to comply with an order, rule, regulation or law. 10. The SO GPM Deed Reservation. The Parties agree that the 50 GPM Deed Reservation set forth in that certain deed dated December 31, 1946, and recorded at Docket 314, page 445, Pima County Recorder's Office, as well as in the Association's Articles and Bylaws, shall not be enforced to limit the pumping capacity of wells owned and operated by the Parties, but that the Parties shall defend the 50 GPM Deed Reservation against third parties. 11. Exportation of water. The Parties agree that amounts of water produced by the Town within the jurisdictional boundaries of District and exported outside the jurisdictional boundaries of the District on an annual basis shall be replenished in accordance with all applicable laws, rules and regulations. 12. New wells. Prior to entering into any contract to purchase or drill a new well within one mile of an existing District well, the Town shall supply District with a copy of the Arizona Department of Water Resources permit application and supporting documentation .and the District shall be provided 90 days to deliver to Town a written District offer to .sell the Town. an existing District well and site for purchase in an `as is' condition which District well and site meets. or could be made to meet, at the expense of the Town, the well utilization criteria of the Town. The Town, at its sole discretion evidenced by an adopted resolution of the Town Council and provided in writing to the District, shall have the right and discretion to accept or reject a District offer of sale of a District well and site. If the Town does not purchase the District well and site, the Town may purchase or drill a well in compliance with all applicable laws, rules and regulations. 13. Escrow and proration. Within five days after this Agreement is fully executed, the Parties shall deposit this Agreement with Title Security Agency of Arizona (the "Escrow Agent") and open an escrow for the recordation of the Quit Claim Deeds, the expense of which Escrow shall be paid by the Town. The Parties agree to the Escrow Instructions attached to and incorporated in this Agreement as Exhibit J. The Parties acknowledge that there are no rents, taxes or other assessments relating to the Property, all of which is and has at all relevant times been treated as government property of a political subdivision for taxing purposes, and the Parties acknowledge that there is therefore no need for tax or other expense proration relating to any of the Property addressed by this Agreement. 14. Closing costs. The Town shall pay all expenses incidental to transfer by Quit Claim Deed of title, including title reports, recording fees, escrow fees, and Owners Title Insurance Policy. The Town shall pay all reasonable costs and expenses in connection with insurable title issues associated with any mismatch between the physical location of each well site and the legal -4- 05/20/09 description as set forth in a certified survey obtained by the Town and the District at its expense shall assist the Town in acquiring insurable title in the event a mismatch between a Property survey legal description and the District-provided legal description of a well site cannot be reconciled (see paragraph 8 above). 15. Possession and closing. Risk of loss and insurable risk and possession of the Property shall be given to the Town on the Effective Date of this Agreement. Close of Escrow and recording of the Quit Claim Deeds encompassing the Property, either as specified in Exhibits C - H or as modified in response to a certified survey secured by the Town pursuant to this Agreement, shall occur on July 10, 2009, when the Town has deposited the Possession Fee (see paragraph 15.1 below). The Town shall insure against the risk of loss and take all actions necessary to keep the Property in as good or better condition as it is from the time the Town takes possession until Close of Escrow. 15.1 In order to compensate the District for the Town's right of possession and use of the Property through the date of closing, the Town shall pay the District a Possession Fee in the amount of Ten Thousand Dollars ($10,000) (the "Possession Fee"). 16. Termination of the Original IGA and Cancellation Agreement. Any rights or obligations of the Parties as set forth in the Original IGA and the Cancellation Agreement are terminated and shall no further force and effect. The parties waive any claims. for breach of the other party under either the Original IGA or the Cancellation Agreement. 17. Consent of the Town. Whenever this Agreement provides for consent or action by the Town, that action shall be taken by the Marana Town Council. 18. Action by the District. Whenever this Agreement calls for consent or action by CMID, it shall require a majority vote of the CMID Board of Directors. Whenever this Agreement calls for consent or action by the Association, it shall require a majority vote of the Association's Board of Directors. Not withstanding the foregoing, whenever this Agreement calls for consent or action by the District, it shall require a majority vote of each of the Boards of Directors of both CMID and the Association. 19. Cancellation for conflict. This Agreement is subject to A.R.S. § 38-511, which provides for cancellation in certain instances involving conflicts of interest. 20. Recording. This Agreement shall be recorded with the Pima County Recorder's Office by and at the cost of the Town. 21. Notice. Unless otherwise provided for in this Agreement, any notice, demand or request provided for by this Agreement, or served, given or made in connection with it, shall be in writing and shall be deemed properly served, given or made when delivered in person, by facsimile, by a qualified and recognized delivery service (such as the United States Postal Service), or by any other means so long as there is written confirmation that it was sent prepaid and addressed as set forth below: -5- 05/20/09 CORTARO-MARANA IRRIGATION DISTRICT CORTARO WATER USERS ASSOCIATION 12253 West Grier Road Marana AZ 85653 TOWN OF MARANA 11555 W. Civic Center Drive, Bldg A-3 Marana AZ 85653 Either Party may at any time, by written notice to the other Party,. change the designation or address of the person so specified as the one to receive notices pursuant to this Agreement. 22. Legal authority. The Parties agree each is relying on the legal and lawful authority of the Town and the District to perform their respective obligations under this Agreement. By executing this Agreement, the signatories represent and warrant they have been duly authorized to execute this Agreement on behalf of the Party for whom they sign and on that Party's behalf. 23. Governing law. This Agreement and the rights, duties and obligation of the Parties hereto shall be governed and construed in accordance with the substantive laws of the State of Arizona, including those of the Town and the District. 24. Legal jurisdiction. Nothing in this Agreement shall be considered as either limiting or extending the legal jurisdiction of either the Town or the District. 25. Time of the essence. Time is of the essence for each term, provision and condition of this Agreement. 26. Waiver. The waiver by either Party of any breach or default of any term, .covenant or condition contained herein shall not be deemed a waiver of any other term, covenant or condition or any subsequent breach or default of the same or any other term, covenant or condition contained herein. 27. Successors and assigns; binding effect. All .terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of all Parties hereto and their respective representatives, successors and assigns. 28. Construction. Paragraph headings and captions appearing in this Agreement are for convenient reference only and in no respect define, limit or describe the scope or intent of this Agreement, are the product of negotiation and the Parties acknowledge that they have been represented and advised by counsel who has participated in such negotiation and has reviewed documentation. None of such documents shall be construed against a Party solely by reason of the preparation of such documents by a Party's attorney. 29. Survival. This Agreement and all representations and warranties herein shall survive and not be merged in the execution and delivery of this Agreement. 30. Severability. Unenforceability of any provision of this Agreement shall not limit or impair the operation or validity of any other provision. -6- 05/20/09 3 L .Entire agreement and counterparts. This Agreement, and the other documents contemplated hereby or described herein maybe executed in counterparts (except the Promissory Note and Security Agreement, the originals of which shall be delivered to the District), and they accurately and completely reflect the mutual understanding of the Parties as to all matters addressed in this Agreement and there exist no other agreements or understandings, written or oral, between the Parties and no expectations which are not specifically set forth herein or identified herein. 32. Enforcement. In the event of breach, the Party in default shall bear the costs of the Parties who are successful in enforcing this Agreement, including reasonable attorneys' fees. 33. Amendment and waiver. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by the Parties; and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 34. Additional documents and acts. The Parties shall execute, acknowledge, if applicable, and deliver such additional documents and do such other acts as may be reasonably required to fully implement the intent of this Agreement. 35. Use of compensation paid pursuant to this Agreement. It is intended the amount paid by the Town pursuant to this Agreement shall not be an element of value in any real property purchase by the Town, by the State, or by any other entity. 36. Effective date. This Agreement shall be effective on the date inserted in the following paragraph. [INTENTIONALLY LEFT BLANK] -7- 05/20/09 IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the 2009. TOWN of MARANA, an Arizona municipal corporation Ed Honea, Mayor ATTEST: T~ -~- ~~ TaR Jocelyn Bronson, Town Clerk CORTARO-MARANA IRRIGATION DISTRICT, a political subdivision of the State of Arizona By Thomas Hum, President ATTEST: By Sidney B. Smith, Secretary day of CORTARO WATER USERS ASSOCIATION, an Arizona non-profit corporation By Daniel Post, President ATTEST: By Sidney B. Smith, Secretary This Agreement has been reviewed by the public agencies' attorneys, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement represented by the undersigned. Cassidy,/~lara'na Town CGSUS HD: CGSUS AFS:DISTRICTS•.CMID:Marana Town of see also IGA:Town of Marana-IGA etc:Documents/IGA:052009 CMID Purchase Settlement Agmt.doc 185\39-1-2\documents\settlementdocuments\cmid purchase settlement agmnt OS-20-09 (fmal) Michael Curtis, Attorney for CMID -$- 05/20/09 PROMISSORY NOTE Marana, Arizona $1,500,000 Date: On or before, June 1, 2019, for value received, the undersigned promisor, the Town of Marana, an Arizona municipal corporation ("Promisor"), promises to pay to the Cortaro-Marana Irrigation District, a political subdivision of the state of Arizona (the "Payee"), the sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), with interest on that amount accruing at the rate of Five percent (5%) compounded monthly accruing from May 22, 2009 until paid, payable in 108 monthly payments of $18,184.65 on the 1st of each month beginning on July 1, 2010 and ending on June 1, 2019 payable to the Cortaro-Marana Irrigation District and delivered to Cortaro-Marana Irrigation District/Cortaro Water Users' Association, 12253 West Grier Road, Marana, Arizona, 85653. Any accrued but unpaid interest shall be added to the principal for the monthly compounding. The final payment shall be re-calculated to reflect the remaining unpaid principle, unpaid late fees and accrued and unpaid interest that is due and owing under the terms of this Promissory Note. If any payment due under this Promissory Note is not received by the Payee on or before the l Otn of the month it is due, the undersigned agrees to pay the Payee, in addition to the regular payment, a late charge of $275. Delinquent payments, and unpaid late fees shall accrue interest at the rate of 1.5 % per month until paid. Non-payment of any monthly payment within ten (10) days of the date on which the monthly payment has become dues shall constitute a material breach of this Promissory Note. Principal and interest on this Promissory Note is payable in lawful money of the United States of America. This Promissory Note is secured by a Security Agreement and Assignment of Revenues. If Promisor defaults in the payment of principal and interest as described in this Promissory Note or in the performance. of or compliance with any of the covenants or conditions of the Security Agreement and Assignment of Revenues securing this Promissory Note, the Payee or holder may, in addition to any other remedies it may have under law and equity, exercise their remedies under the Uniform Commercial Code and the Security Agreement and Assignment of Revenues. Any forbearance by the Payee in pursuing any remedies on account of Promisor'y breach of any provision of this Promissory Note or the accompanying Security Agreement and Assignment of Revenues shall not constitute a waiver of the breach or breaches. This Promissory Note may only be changed by an agreement in writing and signed by the party against whom enforcement of the change is sought. DO NOT DESTROY THIS NOTE: When paid, this note must be surrendered to Trustee for cancellation. Page 1 of 2 EXHIBIT A TO CMID/CWL1A/rOWN OF MARANA SETTLEMENT AGREEMENT (5/20/09) PROMISOR TOWN OF MARANA, Arizona Ed Honea, Mayor STATE OF ARIZONA ss. County of Pima ATTEST: Jocelyn Bronson, Town Clerk The foregoing instrument was acknowledged before me this day of April, 2009, by Ed Honea, Mayor of the. Town of Marana, on behalf of the Town. My commission expires: Notary Public CGSUS HD: CGSUS AFS:DISTRICTS:CMID:Marana Town of see also IGA:Town of Marana-IGA etc:Documents/IGA:052009 PromissoryNote Secured by Revenues.doc DO NOT DESTROY THIS NOTE: When paid, this note must be surrendered to Trustee for cancellation. Page 2 of 2 EXHIBIT A TO CMID/CVVUA/rOWN OF MARANA SETTLEMENT AGREEMENT (5/Z~/09~ SECURITY AGREEMENT AND ASSIGNMENT OF REVENUES Date: May 22, 2009 Borrower: Town of Marana Whose Address Is: 11555 W. Civic Center Drive Marana, AZ 85653 Secured Party: Cortaro-Marana Irrigation District Whose Address Is: 12253 West Grier Road Marana, AZ 85653 WITNESSETH: WHEREAS, the Borrower desires to acquire certain wells from the Secured Party (identified hereafter in the Addendum) with financing being provided by the Secured Party, the terms of such financing being memorialized in Borrower's Promissory Note, which is incorporated herein by reference; and WHEREAS, the Borrower and Secured Party (collectively the "Parties") desire to execute this Security Agreement and Assignment of the Revenues, described below, for the consummation of the Settlement Agreement, separately executed by the Parties. THEREFORE, in consideration of the benefits accruing to the Borrower, the receipt and sufficiency of which are hereby acknowledged, the Parties make the following representations and warranties and hereby covenant and agree as follows: OBLIGATIONS SECURED This Agreement is made for the benefit of the Secured Party to secure .the full and prompt payment, when due, of Borrower's obligations under the Promissory Note, incorporated by reference herein. The Collateral for this Agreement shall consist of Borrower's rights to those certain revenues from water sales by the Town of Marana Utilities Department ("Revenues"), of which Borrower is a recipient (the "Collateral"). 2. ASSIGNMENT OF REVENUES The Borrower hereby pledges, assigns and transfers to the Secured Party sufficient rights in the Revenues for the satisfaction of the obligations under this Agreement and the Promissory Note in the event Borrower defaults on any terms herein or in the Promissory Note and hereby grants to Secured Party a continuing security lien in the Borrower's rights to the Revenues. 3. REPRESENTATIONS OF BORROWER: Borrower represents, warrants and covenants to Secured Party that: Borrower has not given any other interest in the Collateral, except to those entities identified and disclosed on Exhibit A hereto. Borrower shall defend the Collateral against all claims and demands of any parties or individuals seeking to apply the Collateral to the satisfaction of any claims of parties or individuals not identified on Exhibit A Borrower has the right and is duly authorized to grant this security interest and assignment of its rights in the Revenue, and to enter into and to perform its obligations under this Agreement. Borrower has not performed any acts or signed any agreements which might prevent Secured Party from enforcing the Borrower's assignment of the Revenues. Borrower will execute all documents and forms reasonably deemed necessary by Secured Party for the perfection of the security interest in the Collateral. 4. ACKNOWLEDGEMENT AND OTHER PAPERS Borrower shall take all actions and execute all papers required by this Agreement to facilitate the perfection of Secured Party's interest in the Revenues. 5. POWER OF ATTORNEY In the event of Borrower's default on the Promissory Note, Borrower hereby appoints the Secured Party as its attorney-in-fact to endorse Borrower's name on any instruments, where required, for the recovery of sufficient portion of the Revenues to satisfy the entire amount outstanding under the Promissory Note. 6. RIGHTS AND REMEDIES OF SECURED PARTY ON DEFAULT If there is a default under this Agreement or the Promissory Note, Secured Party shall be entitled to exercise one or more of the following remedies without notice or demand: a. To commence a judicial proceeding, suing on the note while simultaneously pursing recovery of the Collateral, with the right to elect its remedy; 7. NOTICES Any notice or other communication to be provided under this Agreement shall be sent to the parties at the addresses presented above in this Agreement. SEVERABILITY If any provision of this Agreement violates the law or is determined to be unenforceable the rest of the Agreement shall remain valid. 9. LITIGATION COSTS If Secured Party retains legal counsel for the purpose of collecting any portion of the amounts due under the Promissory Note or this Agreement, Borrower shall pay Secured Party's reasonable legal fees and costs. 10. REMEDIES CUMULATIVE All rights and remedies of Secured Party shall be cumulative and may be exercised individually or together and in any order. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the 22°d day of May, 2009. TOWN OF MARANA, an Arizona municipal corporation Ed Honea, Mayor ATTEST: Jocelyn Bronson, Town Clerk CORTARO-MARANA IRRIGATION DISTRICT, apolitical subdivision of the State of Arizona By ItS [Print Name] ATTEST: By [Print Name] ItS This Agreement has been reviewed by the public agencies' attorneys, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement represented by the undersigned. Frank Cassidy, Marana Town Attorney Michael A. Curtis, Attorney for CMID ADDENDUM Wells over which Borrower has maintenance responsibilities: Well No. 28.2, ADWR No. 55-604844, and its well site, located at 13481 North Sandario Road, Pima County Assessor's Parcel No. ("APN") 217-40-0010 (the "Sandario Well"). Well No. 22.1, ADWR No. 55-604839, and its well site, located at 13910 North Amole Circle, APN 217-28-0020 (the "Amole Well"). Well No. 8.1, ADWR No. 55-604845, and its well site, located at 7948 West Avra Valley Road, (this well site is located on APN 226-01-0290, but the well site location as coded in the Assessor's records is at APN 226-01-0300) (the "Falstaff Well"). Well No. 17-P1, ADWR No. 55-604832, and its well site, located the end of Linda Vista east of Bross Road, APN 226-03-002A (the "La Puerta Well"). Well No. 17-P2, ADWR No.55-604840, and its well site, showing a site address of 9651 North La Entrada, APN 226-OS-149B (the "Old La Puerta Wellsite"). Well No. 25-K1, ADWR No. 55-604823, and its well site, located 260 feet southwest of Willow View Drive, APN 221-15-0220 (the "Lennar Well"). Well No. 25-K2, ADWR No. 55-604846, and its well site, located on the same site as the Lennar Well, on APN 221-15-0220 (the "Oshrin Well"). 55 INITIALS C:\Program Files\Neevia.Com\Document Converter\temp\DefaultAgenda.1193.1.SECURITY AG (Utility Dept Revenues).DOC EXHIBIT A OTHER CREDITORS OF BORROWER WITH INTERESTS IN THE COLLATERAL INITIALS _ C:\Program Files\Neevia.Com\Document Converter\temp\DefaultAgend~.1193.1.SECURITY AG (Utility Dept Revenues).DOC Exhibit A to Security Agreement 1. NONE. {00014850.DOC /} When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TOWN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 217-40-0010, Well No. 28.2, ADWR No. 55- 604844, Legal description, S 50' OF N 355' OF E110' OF NE4 NE4 LESS E 30' FOR RD .092 AC SEC 28-11-11 (RD MAP: BK 2 PG 173)(10637/1928) (Formerly 202-16-004A) IN WITNESS WHEREOF, the undersigned has executed this instrument this day of 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Daniel Post, Chairman Board of Directors STATE OF ARIZONA ) County of Pima SS The foregoing instrument was acknowledged before me on 2009, by Daniel Post, Chairman of the Board of Directors, Cortaro-Marana Irrigation District and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997. My commission expires: Notary Public When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TowN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 217-28-0020, Well No. 22.1, ADWR No. 55- 604839, Legal description, PCL 60' X 120' LYG 505.50' SE OF E 7 W QUARTER LINE & 260' NE OF NE BOUNDARY OF UPRR RM/ .20 AC SEC 22-11-11 (10637/1928) (FORMERLY 202-11-0020) IN WITNESS WHEREOF, the undersigned has executed this instrument this day of 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Daniel Post, Chairman Board of Directors STATE OF ARIZONA ) County of Pima SS The foregoing instrument was acknowledged before me on , 2009, by Daniel Post, Chairman of the Board of Directors, Cortaro-Marana Irrigation District and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997. My commission expires: Notary Public When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TOWN of MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 226-01-0300, Well No. 8.1, ADWR No. 55- 604845, Legal description, WELLSITE 60' X 70' IN SW4 NE4 OF SE4 .09 AC SEC 8-12-12 (Formerly 216-16-0300) (5639/739)(5866/1070) (5910/26) (6511/423) (10637/1928) (13531/340) IN WITNESS WHEREOF, the undersigned has executed this instrument this day of 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Daniel Post, Chairman Board of Directors STATE OF ARIZONA ) County of Pima SS The foregoing instrument was acknowledged before me on , 2009, by Daniel Post, Chairman of the Board of Directors, Cortaro-Marana Irrigation District and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997. My commission expires: Notary Public When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TOWN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 226-03-002A, Well No. 17P1, ADWR No. 55- 604832, Legal description, N 100' OF S 125' OF W 100' OF E 125' of SE4 SE 4 .23 AC SEC 17-12-12 IN WITNESS WHEREOF, the undersigned has executed this instrument this day of .2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Daniel Post, Chairman Board of Directors STATE OF ARIZONA ) SS County of Pima ) The foregoing instrument was acknowledged before me on , 2009, by Daniel Post, Chairman of the Board of Directors, Cortaro-Marana Irrigation District and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997. My commission expires: Notary Public When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TOWN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 226-05-1496, Well No. 17P2, ADWR No. 55- 604840, Legal description, LA PURTA DEL NORTE N 100' W 100' LOT 147 SEC 17-12-12 IN WITNESS WHEREOF, the undersigned has executed this instrument this day of 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Daniel Post, Chairman Board of Directors STATE OF ARIZONA ) SS County of Pima ) The foregoing instrument was acknowledged before me on , 2009, by Daniel Post, Chairman of the Board of Directors, Cortaro-Marana Irrigation District and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997. My commission expires: Notary Public When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TowN of MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 221-15-0220, Well No. 25K1, ADWR No. 55- 604823, and Well No. 25K2, ADWR No. 55-604846, Legal description, WELLSITE 25K1&2 S100' W 100' NE4 SW4 .22 AC SEC 25-12-12 IN WITNESS WHEREOF, the undersigned has executed this instrument this day of 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 STATE OF ARIZONA ) County of Pima SS Mr. Daniel Post, Chairman Board of Directors The foregoing instrument was acknowledged before me on , 2009, by Daniel Post, Chairman of the Board of Directors, Cortaro-Marana Irrigation District and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997. My commission expires: Notary Public Exhibit I to Purchase, Settlement and Termination Agreement 1. Any right of utility access held by the District over APN 217-28-001E (Azca Drilling & Pump Inc. parcel) and APN 217-28-007J (Anchor Plumbing Inc. parcel) for the beneficial use of Well No. 22.1. 2. Any right of ingress, egress, or utility access held by the District over APN 226-01-009D (California Portland Cement Company property) and APN 226-01-0300 (Helen White parcel) for the beneficial use of Well No. 8.1. 3. Any right of ingress, egress, or utility access held by the District over APN 226-05-1570 (Marana Unified School District No. 6 property) for the beneficial use of Well No. 17-P2. 4. Any right of ingress, egress, or utility access held by the District over APN 221-18-6070 and APN 221-18-6080 (Willow Ridge Commons common area B) for the beneficial use of Well No. 25-K1 and Well No. 25-K2. {000(4849.DOC /} ESCROW INSTRUCTIONS Upon the mutual execution of the Purchase and Settlement Agreement (the "Agreement"), the parties shall open an escrow ("Escrow") of the Agreement and of these Escrow Instructions at Title Security Agency of Arizona ("Escrow Holder"). A facsimile copy the Agreement and these Escrow Instructions shall be deposited with Escrow Holder and shall constitute the instructions of the parties as to the terms and conditions of Escrow. If required by the Escrow Holder, the parties shall execute additional escrow instructions and, in such case, Escrow Holder's "General Provisions" shall be incorporated by reference. If there is a conflict between the Agreement and these Escrow Instructions, the terms of the Agreement shall prevail If there is a conflict between the Agreement or these Escrow Instructions and the General Provisions, the terms. of the Agreement or these Escrow Instructions shall prevail. As used herein (i) "Opening of Escrow" means the date Escrow Holder agrees to act as Escrow Holder in accordance with the Agreement; (ii) "Close of Escrow," with respect to each of the well sites that is the subject of the Agreement, means the recording of the Deed in the Official Records of Pima County for each of the well sites in which the Property is located; (iii) "Closing Date" means the date on which Close of Escrow occurs for each of the well sites that is the subject of the Agreement; and (iv) "Date of Agreement" means the date Buyer and Seller have executed this Agreement. The Close of Escrow shall occur on or before July 10, 2009. TOwN OF MARANA, an Arizona municipal corporation Ed Honea, Mayor ATTEST: Jocelyn Bronson, Town Clerk CORTARO-MARANA IRRIGATION DISTRICT, a political subdivision of the State of Arizona CORTARO WATER USERS ASSOCIATION, an Arizona non-profit corporation By [Print Name] Its ATTEST: By By [Print Name] Its ATTEST: By [Print Name] [Print Name] Its Its {00014326.DOC / 2} - 1 - 5/20/2009 3:22 PM FJC/kc EXHIBIT J TO CMID/CWUA/TOWN OF MARANA PURCHASE, SETTLEMENT & TERMINATION AGREEMENT This Agreement has been reviewed by the public agencies' attorneys, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement represented by the undersigned. Frank Cassidy, Marana Town Attorney Michael Curtis, Attorney for CMID {00014326.DOC / 2} - 2 - 5/20/2009 3:22 PM FJC/kc EXHIBTT J TO CMID/CWUA/TOWN OF MARANA PURCHASE, SETTLEMENT & TERMINATION AGREEMENT I, Jon Post, hereby approve the Agreement between Cortaro-Marana Irrigation District and Town of Marana set forth this 22"d day of May 2009 for the sale of wells Jon s PURCHASE, SETTLEMENT AND TERMINATION AGREEMENT BETWEEN THE TOWN OF MARANA, THE CORTARO-MARANA IRRIGATION DISTRICT, AND THE CORTARO WATER USERS' ASSOCIATION THIS PURCHASE, SETTLEMENT AND TERMINATION AGREEMENT (this "Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town"), the CORTARO-MARANA IRRIGATION DISTRICT, a political subdivision of the State of Arizona ("CMID"), and the CORTARO WATER USERS' ASSOCIATION, an Arizona nonprofit corporation (the "Association"). CMID and the Association are sometimes collectively referred to in this Agreement as the "District." The Town, CMID, and the Association are sometimes collectively referred to as the "Parties," each of which is sometimes individually referred to as a "Part " Y• RECITALS A. The Parties entered into an intergovernmental agreement dated September 16, 1997, and recorded September 25, 1997, at Docket 10638, page 2558, Pima County Recorder's Office (the "Original IGA"). B. The Parties entered into Mutual Cancellation of Intergovernmental Agreement and Transition Agreement dated December 16, 2008 and recorded January 22, 2009 at Docket 13479, Page 224, Pima County Recorder's Office ("the Cancellation Agreement"), cancelling the Original IGA and providing the Town an opportunity to purchase certain wells from the District. C. New disputes have arisen among the Parties regarding the interpretation of provisions of the Cancellation Agreement, and each of the Parties has alleged breaches by the other. D. To acquire certain wells from CMID, to resolve all pending disputes among the Parties relating to the Original IGA and the Cancellation Agreement, without resorting to judicial proceedings, and to terminate both the Original IGA and Cancellation Agreement the Parties have reached this Agreement. AGREEMENT Now, THEREFORE, based on the foregoing recitals, which are incorporated here by this reference, and in consideration of the mutual promises made in this Agreement, the Parties agree as follows: -1- 05/20/09 1. Payment. by the Town. The Town shall pay to CMID: 1.1 One Million Five Hundred Thousand Dollars ($1,500,000), at the fixed interest rate of Five (5%) percent compounded monthly accruing from the Effective Date (as defined below), and payable in 108 monthly payments on the 1st of each month beginning on July 1, 2010 and ending on June 1, 2019. The Town may at any time pay off the remaining principal balance and then-accrued interest without prepayment penalty. 1.2 The payment obligation is evidenced by the Promissory Note a copy of which is attached to and incorporated in this Agreement as Exhibit A and the original of which is delivered to the District, and secured by the revenues generated by water sales by the Town of Marana Utilities Department as reflected in the Security Agreement Trust a ~, copy of which is attached to and incorporated in this Agreement as Exhibit B and the original of which is delivered to the District. t$ 1.3 Monthly payments are due on the l st of each month and delinquent if not paid on ~~~ ~, the due date. If the payment is not received by the District by the 10th, a late fee of v _ y ,. $275.00 shall also be due and payable. The District shall act as its own collection agent. '~ s ~ 1.4 Failure to timely pay shall be a default which if not cured shall be a breach and ~ delinquent payments and unpaid late fees shall accrue interest at the rate of 1.5 % per `~ ;r month until paid. `2. District transfer of wells and well sites to the Town. The District shall transfer, sell and assign by Quit Claim Deeds, in the form as attached hereto and incorporated herein as Exhibits C - H, any and all of its rights, title or interests in or to the legal or equitable title to wells, well sites, and all appurtenant improvements and property rights (excluding any water rights held by District), including the District's easements over, under, across and within the Property necessary for the Town's beneficial use thereof as domestic water wells, all of which are collectively referred to in this Agreement as "Property": 2.1 Well No. 28.2, ADWR No. 55-604844, and its well site, located at 13481 North Sandario Road, Pima County Assessor's Parcel No. ("APN") 217-40-0010 (the "Sandario Well"). 2.2 Well No. 22.1, ADWR No. 55-604839, and its well site, located at 13910 North Amole Circle, APN 217-28-0020 (the "Amole Well"). 2.3 Well No. 8.1, ADWR No. 55-604845, and its well site, located at 7948 West Avra Valley Road, (this well site is located on APN 226-01-0290, but the well site location as coded in the Assessor's records is at APN 226-01-0300) (the "Falstaff Well"). 2.4 Well No. 17-P1, ADWR No. 55-604832, and its well site, located the end of Linda Vista east of Bross Road, APN 226-03-002A (the "La Puerta Well"). 2.5 Well No. 17-P2, ADWR No.55-604840, and its well site, showing a site address of 9651 North La Entrada, APN 226-OS-149B (the "Old La Puerta Wellsite"). -2- 05/20109 2.6 Well No. 25-KI, ADWR No. 55-604823, and its well site, located 260 feet southwest of Willow View Drive, APN 221-15-0220 (the "Lennar Well"). 2.7 Well No. 25-K2, ADWR No. 55-604846, and its well site, located on the same site as the Lennar Well, on APN 221-15-0220 (the "Oshrin Well"). 3. Ingress, Egress and Utility Access to the Property. Town shall be responsible for acquiring any and all ingress, egress and utility access necessary for its beneficial use of the Property except for that, if any, set forth on Exhibit I attached hereto and incorporated herein, which is held by the District and shall be transferred by the District to the Town pursuant to Quit Claim Deed in the same form as set forth in Exhibits C - H without additional compensation from the Town to the District. 4. Mutual settlement and release of all claims. This Agreement settles and releases all claims whatsoever between and among the Parties relating in any way to the Original IGA or to the Cancellation Agreement or to the rights to the wells addressed in this Agreement, including without limitation, settlement and release of any payments claimed by either Party relating to the purchase of water or hydropower, and including without limitation all matters set forth in the claim filed by the District against the Town dated November 14, 2008 in the amount of $3,353,963.28, and the claim by the Town against the District dated March 23, 2009 in the amount of $902,887. 5. Ongoing matters not covered by this Agreement. This Agreement does not address any claim or cause of action that arises on any basis other than the Original IGA or the Cancellation Agreement. 6. Town's right of first refusal. Prior to the District offering any CMID well for sale to a third party, the District will give the Town no less than 30 days notice in writing delivered to the Town within which to inspect and make and deliver to the District in writing an offer to purchase the well open to acceptance for not less than 60 days. Any offer made by the Town to purchase the well shall be kept confidential by the District. CMID shall not be obligated to accept the Town's offer, but shall not sell the well to a third party unless the dollar amount offered by the third party is at least 5% greater than that offered by the Town pursuant to this paragraph. 7. Cooperation with State and other agencies. At their own separate expense, the Parties shall cooperate in the Town's preparation and processing of all necessary paperwork with the Arizona Department of Water Resources and other agencies to assure that all wells addressed by this Agreement are properly registered in the name of the Town. 8. Well site legal descriptions. The legal descriptions included in Exhibits C - H reflect established well sites and wells and the legal descriptions of the Property as historically utilized by the Parties in the past. The Town at its expense shall be responsible for taking such steps as it deems reasonable to assure the physical location of each of the well sites that comprise the Property matches the legal description contained in Exhibits C - H. The Town, in its discretion, may provide at its own cost legal descriptions and depictions, stamped by a certified land surveyor, for any or all of the well sites that are addressed in paragraph 2 of this Agreement. The conveyance by the District of the Property is by Quit Claim Deed. In the event the survey description and the Exhibits C - H description cannot be reconciled to provide Town with -3- os~2oro9 insurable title to any portion of the Property, the District at its expense shall cooperate with and assist the Town in securing insurable title under this paragraph including the expense of quieting title. The Town shall not institute a condemnation or quiet title proceeding regarding a Property well site unless it has provided the District with not less than 45 days written notice of its intent to do so. 9. No salvage. The District shall not salvage or remove any fixtures, improvements, or any portion of the Property from the date of this Agreement until closing unless: a) the Town provides its written consent thereto, or b) it is necessary to preserve the public health and safety or c) it is necessary to comply with an order, rule, regulation or law. 10. The SO GPM Deed Reservation. The Parties agree that the 50 GPM Deed Reservation set forth in that certain deed dated December 31, 1946, and recorded at Docket 314, page 445, Pima County Recorder's Office, as well. as in the Association's Articles and Bylaws, shall not be enforced to limit the pumping capacity of wells owned and operated by the Parties, but that the Parties shall defend the 50 GPM Deed Reservation against third parties. 11. Exportation of water. The Parties agree that amounts of water produced by the Town within the jurisdictional boundaries of District and exported outside the jurisdictional boundaries of the District on an annual basis shall be replenished in accordance with all applicable laws, rules and regulations. 12. New wells. Prior to entering into any contract to purchase or drill a new well within one mile of an existing District well, the Town shall supply District with a copy of the Arizona Department of Water Resources .permit application and supporting documentation and the District shall be provided 90 days to deliver to Town a written District offer to sell the Town an existing District well and site for purchase in an `as is' condition which District well and site meets or could be made to meet, at the expense of the Town, the well utilization criteria of the Town. The Town, at its sole discretion evidenced by an adopted resolution of the Town Council and provided in writing to the District, shall have the right and discretion to accept or reject a District offer of sale of a District well and site. If the Town does not purchase the District well and site, the Town may purchase or drill a well in compliance with all applicable laws, rules and regulations. 13. Escrow and proration. Within five days after this Agreement is fully executed, the Parties shall deposit this Agreement with Title Security Agency of Arizona (the "Escrow Agent") and open an escrow for the recordation of the Quit Claim Deeds, the expense of which Escrow shall be paid by the Town. The Parties agree to the Escrow Instructions attached to and incorporated in this Agreement as Exhibit J. The Parties acknowledge that there are no rents, taxes or other assessments relating to the Property, all of which is and has at all relevant times been treated as government property of a political subdivision for taxing purposes, and the Parties acknowledge that there is therefore no need for tax or other expense proration relating to any of the Property addressed by this Agreement. 14. Closing costs. The Town shall pay all expenses incidental to transfer by Quit Claim Deed of title, including title reports, recording fees, escrow fees, and Owners Title Insurance Policy. The Town shall pay all reasonable costs and expenses in connection with insurable title issues associated with any mismatch between the physical location of each well site and the legal -4- osi2oio9 description as set forth in a certified survey obtained by the Town and the District at its expense shall assist the Town in acquiring insurable title in the event a mismatch between a Property survey legal description and the District-provided legal description of a well site cannot be reconciled (see paragraph 8 above). 15. Possession and closing. Risk of loss and insurable risk and possession of the Property shall be given to the Town on the Effective Date of this Agreement. Close of Escrow and recording of the Quit Claim Deeds encompassing the Property,. either as specified in Exhibits C - H or as modified in response to a certified survey secured by the Town pursuant to this Agreement, shall occur on July 10, 2009, when the Town has deposited the Possession Fee (see paragraph 15.1 below). The Town shall insure against the risk of loss and take all actions necessary to keep the Property in as good or better condition as it is from the time the Town takes possession until Close of Escrow. 15.1 In order to compensate the District for the Town's right of possession and use of the Property through the date of closing, the Town shall pay the District a Possession Fee in the amount of Ten Thousand Dollars ($10,000) (the "Possession Fee"). 16. Termination of the Original IGA and Cancellation Agreement. Any rights or obligations of the Parties as set forth in the Original IGA and the Cancellation Agreement are terminated and shall no further force and effect. The parties waive any claims for breach of the other party under either the Original IGA or the Cancellation Agreement. 17. Consent of the Town. Whenever this Agreement provides for consent or action by the Town, that action shall be taken by the Marana Town Council. 18. Action by the District. Whenever this Agreement calls for consent or action by CMID, it shall require a majority vote of the CMID Board of Directors. Whenever this Agreement calls for consent or action by the Association, it shall require a majority vote of the Association's Board of Directors. Not withstanding the foregoing, whenever this Agreement calls for consent or action by the District, it shall require a majority vote of each of the Boards of Directors of both CMID and the Association. 19. Cancellation for conflict. This Agreement is subject to A.R.S. § 38-511, which provides for cancellation in certain instances involving conflicts of interest. 20. Recording. This Agreement shall be recorded with the Pima County Recorder's Office by and at the cost of the Town. 21. Notice. Unless otherwise provided for in this Agreement, any notice, demand or request provided for by this Agreement, or served, given or made in connection with it, shall be in writing and shall be deemed properly served, given or made when delivered in person, by facsimile, by a qualified and recognized delivery service (such as the United States Postal Service), or by any other means so long as there is written confirmation that it was sent prepaid and addressed as set forth below: -5- 05/20/09 CORTARO-MARANA IRRIGATION DISTRICT CORTARO WATER USERS ASSOCIATION 12253 West Grier Road Marana AZ 85653 TOWN OF MARANA 11555 W. Civic Center Drive, Bldg A-3 Marana AZ 85653 Either Party may at any time, by written notice to the other Party, change the designation or address of the person so specified as the one to receive notices pursuant to this Agreement. 22. Legal authority. The Parties agree each is relying on the legal and lawful authority of the Town and the District to perform their respective obligations under this Agreement. By executing this Agreement, the signatories represent and warrant they have been duly authorized to execute this Agreement on behalf of the Party for whom they sign and on that Party's behalf. 23. Governing law. This Agreement and the rights, duties and obligation of the Parties hereto shall be governed and construed in accordance with the substantive laws of the State of Arizona, including those of the Town and the District. 24. Legal jurisdiction. Nothing in this Agreement shall be considered as either limiting or extending the legal jurisdiction of either the Town or the District. 25. Time of the essence. Time is of the essence for each term, provision and condition of this Agreement. 26. Waiver. The waiver by either Party of any breach or default of any term, covenant or condition contained herein shall not be deemed a waiver of any other term, covenant or condition or any subsequent breach or default of the same or any other term, covenant or condition contained herein. 27. Successors and assigns; binding effect. All terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of all Parties hereto and their respective representatives, successors and assigns. 28. Construction. Paragraph headings and captions appearing in this Agreement are for convenient reference only and in no respect define, limit or describe the scope or intent of this Agreement, are the product of negotiation and the Parties acknowledge that they have been represented and advised by counsel who has participated in such negotiation and has reviewed documentation. None of such documents shall be construed against a Party solely by reason of the preparation of such documents by a Party's attorney. 29. Survival. This Agreement and all representations and warranties herein shall survive and not be merged in the execution and delivery of this Agreement. 30. Severability. Unenforceability of any provision of this Agreement shall not limit or impair the operation or validity of any other provision. -6- 05/20/09 31. Entire agreement and counterparts. This Agreement, and the other documents contemplated hereby or described herein maybe executed in counterparts (except the Promissory Note and Security Agreement, the originals of which shall be delivered to the District), and they accurately and completely reflect the mutual understanding of the Parties as to all matters addressed in this Agreement and there exist no other agreements or understandings, written or oral, between the Parties and no expectations which are not specifically set forth herein or identified herein. 32. Enforcement. In the event of breach, the Party in default shall bear the costs of the Parties who are successful in enforcing this Agreement, including reasonable attorneys' fees. 33. Amendment and waiver. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by the Parties; and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 34. Additional documents and acts. The Parties shall execute, acknowledge, if applicable, and deliver such additional documents and do such other acts as may be reasonably required to fully implement the intent of this Agreement. 35. Use of compensation paid pursuant to this Agreement. It is intended the amount paid by the Town pursuant to this Agreement shall not be an element of value in any real property purchase by the Town, by the State, or by any other entity. 36. Effective date. This Agreement shall be effective on the date inserted in the following paragraph. [INTENTIONALLY LEFT BLANK] -7- 05/20/09 f 6~j4 IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the,-.~ day of f~P r-.°- , 2009. TOWN OF MARANA, an Arizona municipal corporation s Ed Honea, Ma or ATTEST: .~o(t Jocelyn Bronson, Town Clerk CORTARO-MARANA IRRIGATION DISTRICT, apolitical subdivision of the State of Arizona B ~/ (~ y ~`©~ Pte/ V.~? a A TTFeT• CORTARO WATER USERS ASSOCIATION, rizona non-profit corporation By ~, Daniel Post, President ATTEST: This Agreement has been reviewed by the public agencies' attorneys, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Agreement represented by the undersigned. ~~ , ''~ ~ ~ Frank Cassidy, LMarana Tow~Attorney Mic ael Curtis, A ~ rney ~r CMID r" $~;; GGSUS HDr CGSUS AFS:DISTRICTS:CMID:Marana Town of see also IGA:Town of Marana-IGA etc:Documents/IGA:052009 CM[D Purchase Settlement Agmt.doc 185\39-I-2\documents\settlementdocuments\cmid purchase settlement agmnt OS-20-09 (final) -8- 05(20/09 Exhibit i to Purchase, Settlement and Termination Agreement For wellsite $.1, the Town requests the District to grant the Town an access use license, to the extent it becomes necessary, to share use of the District's right of access from the northwest (past well site 8 ~. The Town anticipates using the historically-used access to wellsite 8.1 from the southeast via Avra Valley Road, but requests this access use license from the northwest as backup in the event the historically-used access becomes unavailable. The access in question is described in, for example, the quit claim deed to the District recorded at Docket 5622, Page 869, Pima County Recorder's off ce (fifteen-foot easement described in the bottom two paragraphs). 2. For wellsite 17-P2, the Town requests the District to grant the Town an access use license, to the extent it becomes necessary, to share use of the District's 25-foot canal right of way along the east side of La Puerto del Norte subdivision, recorded in Book 15 of Maps and Plats, Page 76. The Town anticipates using the historically-used access to wellsite 17-P2 from Das Rotundo Road, but requests this access use license over the 25-foot canal right of way as backup in the event the historically-used access becomes unavailable. 3. Anp right of ingress, egress, and/or utility access held by the District over APN 221-18-6070 and APN 221-18-6080 (Willow Ridge Commons common area B) for the beneficial use of Well No. 25-K1 and Well No. 25-K2; specifically, any such rights as set forth in easements recorded in the Pima Couzity Recorder's office at Docket 1236, Page 433 and/or in the Pima County Recorder's office at Docket 4309, Page 227, and/or as shown on the subdivision plats of Oshrin Park Lots 1 through 30, recorded in the Pima County Recorder's office at Book 25 of Maps and Plats, Page 67, Oshrin Park Lots 31 through 113, recorded in the Pima County Recorder's office at Book 27 of Maps and Plats, Page 26, and Willow Ridge Commons, recorded in the Pima County Recorder's office at Book 60 of Maps and Plats, Page 98. {00014849.DOC / 3} 6/4/2009 5:90 PM ESCROW INSTRUCTIONS Upon the mutual execution of the Purchase and Settlement Agreement (the "Agreement"), the parties shall open an escrow ("Escrow") of the Agreement and of these Escrow Instructions at Title Security Agency of Arizona ("Escrow Holder"). A facsimile copy the Agreement and these Escrow Instructions shall be deposited with Escrow Holder and shall constitute the instructions of the parties as to the terms and conditions of Escrow. If required by the Escrow Holder, the parties shall execute additional escrow instructions and, in such case, Escrow Holder's "General Provisions" shall be incorporated by reference. If there is a conflict between the Agreement and these Escrow Instructions, the terms of the Agreement shall prevail If there is a conflict between the Agreement or these Escrow Instructions and the General Provisions, the terms of the Agreement or these Escrow Instructions shall prevail. As used herein (i) "Opening of Escrow" means the date Escrow Holder agrees to act as Escrow Holder in accordance with the Agreement; (ii) "Close of Escrow," with respect to each of the well sites that is the subject of the Agreement, means the recording of the Deed in the Official Records of Pima County for each of the well sites in which the Property is located; (iii) "Closing Date" means the date on which Close of Escrow occurs for each of the well sites that is the subject of the Agreement; and (iv) "Date of Agreement" means the date Buyer and Seller have executed this Agreement. The Close of Escrow shall occur on or before July 10, 2009. TOWN OF MARANA, n Arizona municipal corpora i Ed Hon ,Mayo ATTEST: elyn Bro on, Town Clerk CORTARO-MARANA IRRIGATION DISTRICT, apolitical subdivision of the State of Arizona By rmt Na , Its ATTEST; {00014326.DOC / 2} EYHIBIT J OF D'IARANA PURCHASE, SETTLEMENT aXc rmt Na eJ Its~~,~-~~-- This Agreement has been reviewed by the public agencies' attorneys, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona t4.athose parties to the Agreement represented by the undersigned. .~ ' ,~ 1~lrank Cassidy, 1V~arana To Attorney Micha 1 Curtis, ttorney for CMID d ~* {00014326.DOC / 2} - Z - 5/20/2009 322 PM FJC/kc EXHIBIT J TOCMID/CWUA/TOWN OF NIARANA PURCHASE, SETTLEMENT & TERMINATION AGREEMENT SECURITY AGREEMENT AND ASSIGNMENT OF REVENUES Date: May 22, 2009 Borrower: Town of Marana Whose Address Is: 11555 W. Civic Center Drive Marana, AZ 85653 Secured Party: Cortaro-Marana Irrigation District Whose Address Is: 12253 West Grier Road Marana, AZ 85653 WITNESSETH: WHEREAS, the Borrower desires to acquire certain wells from the Secured Party (identified hereafter in the Addendum) with financing being provided by the Secured Party, the terms of such financing being memorialized in Borrower's Promissory Note, which is incorporated herein by reference; and WHEREAS, the Borrower and Secured Party (collectively the "Parties") desire to execute this Security Agreement and Assignment of the Revenues, described below, for the consummation of the Settlement Agreement, separately executed by the Parties. THEREFORE, in consideration of the benefits accruing to the Borrower, the receipt and sufficiency of which are hereby acknowledged, the Parties make the following representations and warranties and hereby covenant and agree as follows: OBLIGATIONS SECURED This Agreement is made for the benefit of the Secured Party to secure the full and prompt payment, when due, of Borrower's obligations under the Promissory Note, incorporated by reference herein. The Collateral for this Agreement shall consist of Borrower's rights to those certain revenues from water sales by the Town of Marana Utilities Department ("Revenues"), of which Borrower is a recipient (the "Collateral"). 2. ASSIGNMENT OF REVENUES The Borrower hereby pledges, assigns and transfers to the Secured Party sufficient rights in the Revenues for the satisfaction of the obligations under this Agreement and the Promissory Note in the event Borrower defaults on any terms herein or in the Promissory Note and hereby grants to Secured Party a continuing security lien in the Borrower's rights to the Revenues. 3. REPRESENTATIONS OF BORROWER: Borrower represents, warrants and covenants to Secured Party that: Borrower has not given any other interest in the Collateral, except to those entities identified and disclosed on Exhibit A hereto. Borrower shall defend the Collateral against all claims and demands of any parties or individuals seeking to apply the Collateral to the satisfaction of any claims of parties or individuals not identified on Exhibit A Borrower has the right and is duly authorized to grant this security interest and assignment of its rights in the Revenue, and to enter into and to perform its obligations under this Agreement. Borrower has not performed any acts or signed any agreements which might prevent Secured Party from enforcing the Borrower's assignment of the Revenues. Borrower will execute all documents and forms reasonably deemed necessary by Secured Party for the perfection of the security interest in the Collateral. 4. ACKNOWLEDGEMENT AND OTHER PAPERS Borrower shall take all actions and execute all papers required by this Agreement to facilitate the perfection of Secured Party's interest in the Revenues. 5. POWER OF ATTORNEY In the event of Borrower's default on the Promissory Note, Borrower hereby appoints the Secured Party as its attorney-in-fact to endorse Borrower's name on any instruments, where required, for the recovery of sufficient portion of the Revenues to satisfy the entire amount outstanding under the Promissory Note. 6. RIGHTS AND REMEDIES OF SECURED PARTY ON DEFAULT If there is a default under this Agreement or the Promissory Note, Secured Party shall be entitled to exercise one or more of the following remedies without notice or demand: a. To commence a judicial proceeding, suing on the note while simultaneously pursing recovery of the Collateral, with the right to elect its remedy; 7. NOTICES Any notice or other communication to be provided under this Agreement shall be sent to the parties at the addresses presented above in this Agreement. 8. SEVERABILITY If any provision of this Agreement violates the law or is determined to be unenforceable the rest of the Agreement shall remain valid. 9. LITIGATION COSTS If Secured Party retains legal counsel. for the purpose of collecting any portion of the amounts due under the Promissory Note or this Agreement, Borrower shall pay Secured Party's reasonable legal fees and costs. 10. REMEDIES CUMULATIVE A11 rights and remedies of Secured Party shall be cumulative and may be exercised individually or together and in any order. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the 22nd day of May, 2009. TOWN OF MARANA, an Arizona municipal corporation ---,__ Ed Ho ea, Mayor ATTEST: celyn Bro n, Town Clerk CORTARO-MARANA IRRIGATION DISTRICT, apolitical subdivision of the State of Ar~na T~orrias i ~; _, SID Pres~i nt ATTEST: Its This Agreement his been reviewed by the public agencies' attorneys, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to t~se parties to the Agreement represented by the undersigned. r' .%. j /~ L ,/ t U Ft~an~.k Cassidy, Marana Tow ttorney Michae A. ~ urtis, Attorney for CMID ~'` ADDENDUM Wells over which Borrower has maintenance responsibilities: Well No. 28.2, ADWR No. 55-604$44, and its well site, located at 13481 North Sandario Road, Pima County Assessor's Parcel No. ("APN") 217-40-0010 (the "Sandario Well"). Well No. 22.1, ADWR No. 55-604839, and its well site, located at 13910 North Amole Circle, APN 217-28-0020 (the "Amole Well"). Well No. 8.1, ADWR No. 55-604845, and its well site, located at 7948 West Avra Valley Road, (this well site is located on APN 226-O1-0290, but the well site location as coded in the Assessor's records is at APN 226-O1-0300) (the "Falstaff Well"). Well No. 17-P1, ADWR No. 55-604832, and its well site, located the end of Linda Vista east of Bross Road, APN 226-03-002A (the "La Puerta Well"). Well No. 17-P2, ADWR No.55-604840, and its well site, showing a site address of 9651 North La Entrada, APN 226-OS-149B (the "Old La Puerta Wellsite"). Well No. 25-K1, ADWR No. 55-604823, and its well site, located 260 feet southwest of Willow View Drive, APN 221-15-0220 (the "Lennar Well"). Well No. 25-K2, ADWR No. 55-604846, and its well site, located on the same site as the Lennar Well, on APN 221-15-0220 (the "Oshrin Well"). ~-J ,- ,~., ,. fem. ~; , INITIALS C:\Program Files\Neevia.Com\Document Converter\temp\DefaultAgenda.1193.1.SECURITY AG (Utility Dept Revenues).DOC ` %%+ i~ 4~' EXHIBIT A OTHER CREDITORS OF BORROWER WITH INTERESTS IN THE COLLATERAL INITIALS C:\Program Files\Neevia.Com\Document Converter\temp\DefaultAgend6.t 193.I.SECURITY AG (L Exhibit A to Security Agreement 1. NONE. n ? f_ {00014850.DOC /} a / -~~ ~ ~ ~~ ~1 ~ / k~ .~ When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TOWN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 217-40-0010, Well No. 28.2, ADWR No. 55- 604844, Legal description, S 50' OF N 355' OF E110' OF NE4 NE4 LESS E 30' FOR RD .092 AC SEC 28-11-11 (RD MAP: BK 2 PG 173)(10637/1928) (Formerly 202-16-004A) IN WITNESS WHEREOF, the undersigned has executed this instrument this ~ day of _ , 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Jon t, Vice President Corta - arana Irrigation District STATE OF ARIZONA SS County of Pima ) The foregoing instrument was acknowledged Vice President for Cortaro-Marana Irrigation Agreement dated September 16, 1997. SIDNEY B. SMITH Notary Public -Arizona Pima County My Commission Expires May 6, 2012 My commisslon ex r s. before me on -~/~~~ 02 , 2009, by Jon Post, District and as Truste under the Cortaro-Marana Trust o ary Public When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TowN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 221-15-0220, Well No. 25K1, ADWR No. 55- 604823, and Well No. 25K2, ADWR No. 55-604846, Legal description, WELLSITE 25K1&2 S100' W 100' NE4 SW4 .22 AC SEC 25-12-12 IN WITNESS WHEREOF, the undersigned has executed this instrument this ~~ day of _, 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Jon~st Ice President Cortaro-M na Irrigation District STATE OF ARIZONA } SS County of Pima ) The foregoing instrument was acknowledged before me on , 2009, by Jon Post, Vice President for Cortaro-Marana Irrigation District and as T st under the Cortaro-Marana Trust Agreement dated September 16, 1997. +... SIDNEY B. SMITH Notary Public -Arizona Pima County My Commission Expires May 6, 2012 My commission expires: When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TOWN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 226-01-0300, Well No. 8.1, ADWR No. 55- 604845, Legal description, WELLSITE 60' X 70' IN SW4 NE4 OF SE4 .09 AC SEC 8-12-12 (Formerly 216-16-0300) (5639/739)(5866/1070) (5910/26) (6511/423) (10637/1928) (13531/340) IN WITNESS WHEREOF, the undersigned has executed this instrument this~~ day of 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. ,J6n ost, Vice President Cotta -Marana Irrigation District STATE OF ARIZONA SS County of Pima ) The foregoing instrument was acknowledged Vice President for Cortaro-Marana Irrigation Agreement dated September 16, 1997. ,~.+w.=~~.~ SIDNEY B. SMITH Notary Public -Arizona Pima County My Commission Expires My s before me on ? , 2009, by Jon Post, District and as Truste under the Cortaro-Marana Trust Pub When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TowN of MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 217-28-0020, Well No. 22.1, ADWR No. 55- 604839, Legal description, PCL 60' X 120' LYG 505.50' SE OF E/W QUARTER LINE & 260' NE OF NE BOUNDARY OF UPRR R/W .20 AC SEC 22-11-11 (10637/1928) (FORMERLY 202-11-0020) IN WITNESS WHEREOF, the undersigned has executed this instrument this 22 day of May , 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Jori o t, Vice President Cortar -M rana Irrigation District STATE OF ARIZONA ) SS County of Pima ) The foregoing instrument was acknowledged before me on May 22 2009, by Jon Post, Vice President for Cortaro-Marana Irrigation District and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997. SIDNEY B. SMITH Notary Public -Arizona Pima County My Commieslon Expires May s, sotz My commission expires: When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TOWN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 226-05-1496, Well No. 17P2, ADWR No. 55- 604840, Legal description, LA PUERTA DEL NORTE N 100' W 100' LOT 147 SEC 17-12-12 IN WITNESS WHEREOF, the undersigned has executed this instrument this 22 day of May , 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 STATE OF ARIZONA SS County of Pima ) The foregoing instrument was President for Cortaro-Marana Agreement dated September 16. SIDNEY B. SMITH Notary Public - Ariaona -Pima GouMy My Commiaaion Expires May 6, 2012 My commission expires: Mr. Jon P ,Vice President Cortaro rana Irrigation District acknowledged before me on May 22 , 2009, by Jon Post, Vice Irrigation District and as Trustee under the Cortaro-Marana Trust . 1997. When Recorded Mail To: Town of Marana Legal Department 11555 W. Civic Center Dr. Marana AZ 85653 QUIT CLAIM DEED Exempt: A.R.S. § 11-1134(A)(3) For Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CORTARO-MARANA IRRIGATION DISTRICT, 12253 West Grier Road, Marana, Pima County, Arizona, on its own behalf and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997, does hereby quit claim to the TOWN OF MARANA, an Arizona municipal corporation, 11555 West Civic Center Drive, Marana, Pima County, Arizona, all of its interest, excluding any and all water rights it holds or controls, in and appurtenant to the following described real property situated in Pima County: Pima County parcel number, 226-03-002A, Well No. 17P1, ADWR No. 55- 604832, Legal description, N 100' OF S 125' OF W 100' OF E 125' of SE4 SE4 .23 AC SEC 17-12-12 IN WITNESS WHEREOF, the undersigned has executed this instrument this 22 day of May , 2009. CORTARO-MARANA IRRIGATION DISTRICT, and as Trustee under the Cortaro-Marana Trust Agreement dated September 16, 1997 Mr. Jon Post, i e President Cortaro-Mar Irrigation District STATE OF ARIZONA ) SS County of Pima ) The foregoing instrument was President for Cortaro-Marana Agreement dated Se tember 16, SIDNEY B. SMITH Notary Public - AMzona Pima County My Commissbn Expires May 6, 2012 My commission expires: acknowledged before me on May 22, 2009, by Jon Post, Vice Irrigation District and as Trustee under the Cortaro-Marana Trust 1997.