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HomeMy WebLinkAboutResolution 2003-044 purchase and sale agreement with northwest fire for acquisition of land F. ANN RODRIGUEZ, RECORDER RECORDED BY: PEG DEPUTy RECORDER 9394 PE1 SMARA TOWN OF ~.ARANA ATTN: TOWN CLERK 13251 N LON ADAMS RD HARANA AZ 85653 DOCKET: 12053 . ,w~l~ PAGE: 3998 PAGES, 'EQUE OE: 2oo3o96o 44 F?] 05/19/2003 .~// RES 16:49 MAIL AMOUNT PAID MARANA RESOLUTION NO. 2003-44 $ 13.00 A RESOLUTION TO THE MAYOR ~ TOWN COUNCIL OF THE TOWN OF MARANA, ARIZONA, AUTHORIZING THE APPROVAL OF A PURCHASE AND SALE AGREEMENT BETWEEN THE TOWN OF MARANA AND' NORTHWEST Fl/DE/RESCUE DISTRICT ("NWFD") FOR THE ACQUISITION OF 87,120 SQUARE FEET OF LAND ADJACENT TO THE MARANA OPERATIONS CENTER. WHEREAS, NWFD desires to purchase 87,120 square feet of land from the Town of Marana north of and immediately adjacent to the Marana Operations Center and more particularly described in the agreement and the legal description attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, the Town of Marana and NWFD have agreed to the conditions set forth in the agreement attached as Exhibit "A" wherein the NWFD will pay the Town the sum of Two hundred twelve thousand four hundred dollars ($212,400) for said land; and WHEREAS, it is in the best interest of the ToWn'to approve the purchase'~.nd sale of the 87,120 square feet of land to NWFD. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, that the Town approve the Purchase and Sale Agreement between the Town of Marana and Northwest F/re/Rescue District for 87,120 square feet of land pursuant to Exhibit A attached hereto. ' ' " " PAS SED AND ADOPTED by the Mayor and Council of the'Town of Marana, Arizona, th/s 6th day of May, 2003. ATTEST: Town Clerk APPROVED AS TO FORM: /Daniel J. Hochuh -' ,, * As Town Attorney and not persona~y/ i 9 9 8 PURCHASE ANDSALEAGREEMENT This Purchase and Sale Agreement ("Agreement") is made by and between TOWN OF MARANA, a municipal corporation of the State of Arizona, or its assignee ("Seller") and Northwest Fire District, ("Purchaser"), as of the date executed by Seller which is set forth beside Seller's signature ("Execution Date"). Seller and Purchaser ("Parties") agree as follows: 1. _Sale and Purchase. Seller will .sell and convey to Purchaser, and Purchaser will purchase and acquire from Selle,; according to the covenants, terms and c~nditions set forth in this Agreement, the real Property ("Property") as described on Exhibit "A" attached hereto and commonly referred to 'as the Fleet Maintenance Property subject to minor adjustment in accordance with Paragraph 12(b) below. The Properly is being severed from a larger parcel of real property which is being retained by Seller (the "Retained Property") and any rights to vehicle access or utility access that the Property enjoyed while it was combined with the Retained Property shall not be conveyed with the Property. Vehicular and utility access to the Property shall be via Starcommerce Way located at the east boundary of the Proper'b/. ~. Escrow will be considered Open when a fully executed copy of this Agreement is delivered to and received by Para Tighe at Lawyer's Title Of Arizona, One South Church Ave., Tucson, Arizona, 85701, (520) 740-0424 ("Escrow Agent"). Purchase Price The Purchase Price ("Purchase Price") of the Properly will be Two Hundred Twelve Thousand Four Hundred and No/100 Dollars ($212,400.00) which shall be paid by Purchaser to Seller at Close of Escrow (as hereinafter defined). Escrow. Seller and Purchaser shall each pay half of the Escrow Agent's fees and documentary fees. All other closing costs will be allocated between Seller and Purchaser in the manner customary in Tucson, Arizona. Purchaser will receive possession of the Property at Close of Escrow. Seller and Buyer are government entities so the parties do not anticipate any obligation for payment of taxes, assessment or other similar charges against the Property. However, if there are any fees of any kind relating to the Property, they will be prorated as of the last day immediately preceding the Close of Escrow. This Agreement, and the exhibits attached to it, shall constitute escrow instructions to Escrow Agent in connection with this transaction. Should the Escrow Agent require, in addition to this Agreement, the execution of its standard form printed Escrow Instructions, the Escrow Agent shall prepare the Escrow Instructions in accordance with the directions contained this Agreement and in a form mutually acceptable to the Parties, which the Parties shall execute. The Escrow Instructions shall no supersede, modify or amend any terms of this Agreement, and in the event of any conflict of ambiguity between any of the terms of this Agreement and those of the escrow Instructions, this Agreement shall govern and control. 5. Purchaser's Ins ection. Purchaser shall conduct an independent investigation, inspection and analysis of the Property and its investment characteristics ("Inspection") within sixty (60) days after the Execution Date ("Inspection Period"). Within five (5) days after the Execution Date, Seller shall provide Purchaser with all information Seller obtained when it purchased the Property and any other information Seller has related to its use and ownership of the Property (the "Property I ' " · nformat~on ). Add~tlona y, Seller shall cause a Preliminary Title Report on the Property showing all title matters and exceptions to be delivered to Purchaser. Purchaser understands and acknowledges that Seller is providing such information to Purchaser as an accommodation and, except as specifically set forth in this Agreement, Seller is not in any way representing or warranting the accuracy, sufficiency or completeness of any documentation or information provided Purchaser. Selle~ recommends to Purchaser that Purchaser Conduct its own examination, inspection, and investigation of the Properly, including the subsurface thereof and all soil, env ronmental, engineering and other Conditions and requirements of the Property. If, at any time dudng the Inspection Period, Purchaser is not satisfied with the results of its Inspection, in Purchaser's sole and exclusive discretion, Purchaser may cancel and terminate tbs Agreement by providing written notice of cancellation and termination to Escrow Agent and Seller prior to the expiration of the Inspection Period. If Purchaser does not deliver a writ'ted' notice of disapproval of Purchaser's inspection to Escrow Agent and/or Seller prior to the expiration of the Inspection Period, Purchaser shall be deemed to have approved the condition and title status of the Property and waives any and all other conditions precedent to Purchaser's obligation to close the transaction contemplated by this Agreement, except the condition of Seller's default. · e. From time to time prior to Close of Escrow, Purchaser, its representatives and agents, may enter upon the Properly to Conduct various tests and studies related to its Inspection of the Properly. After any such test or study, Purchaser shall restore the Property to its previous condition. Purchaser agrees to indemnify and hold Seller harmless from any injury or liaSiiity to persons or property arising out of Purchaser's exercise of the rights granted in this Section 5.e. C~losinq. The date of closing of the sale and purchase of .the Property pursuant to this Agreement ("Close of Escrow" or "Closing") shall be no later than June 30, 2003 with funding to Seller on or after July 1, 2003. Seller and Purchaser shall execute, acknowledge, and deposit with the Escrow Agent all documents and all funds required from them to effectuate closing of the sale and purchase of the Property Seller shall convey title to the Property to Purchaser by a Specia Warranty Deed subject only to the permitted exceptions and title matters set forth in the Preliminary Title Report. Upon closing, Seller shall pay for and provide to Purchaser a Policy of Title Insurance in the standard form in the amount of the Purchase Price and subject to only the approved title exceptions. Purchaser may obtain an extended coverage ALTA title insurance policy by paying any additional cost. Seller's Re resentations. Seller makes the following representations and warranties, to the best of its actual knowledge and belief and these representations shall survive closing: ! 2 -.9 3 4 a. Seller has received no written notice of any pending or threatened legal action, claims or governmental proceeding in eminent domain, planned public improvements, special assessment, zoning or subdivision changes, or environmental matters which would adversely affect the Property. b. Seller has not entered into any contract or obligation affecting the Property which will be binding upon Purchaser after the Close of Escrow, except for the title matters disclosed to Purchaser and reviewed during Purchaser's Inspection. c. Seller is not a foreign persdn or entity pursuant to the Foreign Investment In Real Property Act (FIRPA) (Section 1445 of the Internal Revenue Code) and Seller agrees to complete, sign and deliver to Escrow Company a certifiCate indicating the same. '" Seller has the full right, power and authority to sell and convey the Property to the Purchaser. To the best of Seller's actual knowledge, without any independent inquiry, there are no uncured violations of laws, rules, regulations, ordinances, codes or covenants, conditions, restrictions, instructions or agreements appliCable to the Property and Seller has not received any notice from any insurance company, governmental agency, or from any other p.~rty with respect to any such violations. Seller shall maintain and repair the Property so that, at Close of Escrow or possession whichever is sooner, the Property shall be in substantially the same condition as on the Execution Date. No work has been performed or is in progress at the Property and no materials have been furnished to the Property which might give rise to mechanic's, materialman's, or other liens against any part of the Property. There are no parties in adverse possession of the Property; there are no parties in possession of the Property except Seller; and no party has been granted any license, lease, or other right relating to the use or possession of the Property. There are no attachments, executions, assignment~ for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by Seller or pending against Seller which otherwise affect or involve the Property. The parties acknowledge that some transfer may be necessary or reasonably required before Close of Escrow between the Town of Marana and the Town of Marana Municipal Property Corporation, a nonprofit corporation incorporated and existing under the laws of the State of Arizona (the "MPC'). There is no default, nor has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default in any contract, mortgage, deed of trust, lease, or other instrument which relates to the property or which affects the Property in any manner whatsoever. There are no contracts or other obligations outstanding for the sale, exchange, leasing or transfer of all or any part of the Property. Seller shall not at any time prior to Close of Escrow grant to any person an interest in or lien against the Property. Nothing in this provision or in this Agreement shall affect Seller's authority to transfer the Property to or to receive the transfer of the Property from the MPC at any time between the Execution Date and the Close of Escrow, so long as the status of title received by the Purchaser at Close of Escrow meets the requirements of this Agreement. Seller has not retained the services of a real estate broker regarding this transaction. .,-; . _Purchaser's Representation~ Purchase~, makes the following representations and warranties, to the best of its knowledge and belief and these representations shall survive closing: .Purchaser has full power and authority to enter into and perform this Agreement ~n accordance with its terms. Purchaser has not retained the services of a real estate broker regarding this transaction. Remedies for Default. Purchaser's Remedies. If Seller breaches any of the terms or provisions of this Agreement or otherwise defaults under this Agreement, and provided that Purchaser is not in default of its covenants under this Agreement, Purchaser may either: (a) terminate this Agreement by' written notice to Seller and Escrow Agent, whereupon (except as otherwise provided herein) neither party shall have any further obligations or liabilities to the other under this Agreement; (b) waive such default and consummate the transaction contemplated h,ereby in accordance with the terms hereof; or (c) seek recovery of Purchaser s out-of- pocket costs and expenses incurred as a result of Seller's breach; provided, however, that Purchaser hereby expressly waives any right to recover any exemplary, punitive, special, indirect or consequential damages as a result of any default by Seller under this Agreement. Notwithstanding any other terms or conditions of this Agreement, Seller shall not be deemed to be in default under this Agreement unless the breach or default complained of by Purchaser has not b.een cured within thirty (30) business days after written notice thereof has been g~ven to Seller; however, if such default is capable of being cured but is not reasonably capable of being cured within such thirty (30) business day period, Seller shall not be deemed in default under this Agreement so long as Seller commences the cure within such thirty (30) day period and thereafter diligently pursues such cure to completion within a reasonable period of time. Seller's Remedies. If Purchaser breaches any of the terms or provisions of this Agreement and the breach is not cured or substantially cured within 30 days written notice of the breach, Seller shall be entitled to either (a) terminate this Agreement by written notice to Buyer and Escrow Agent, whereupon (except as otherwise provided in this Agreement) neither party shall have any further oblig_a, tions or liabilities to the other under this Agreement or Sellers out-of-pocket costs and exn ~ ...... ,~ __ (b) .see.k_recovery of ,-enses ,,,,.,..=u ,=~ a result of Purchaser's 2 12. 10. 11. breach; provided, however, that Seller hereby expressly waives any right to recover any exemplary, punitive, special, indirect or consequential damages as a result of any default by Purchaser under this Agreement c. .A. ttomeys' Fees. If it becomes necessary for either party to employ legal counsel or to bring an action at law or other proceeding to enforce any of the terms, covenants or conditions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its costs and expenses incurred in such action from the other party, including reasonable attorneys' fees set by the arbitrators (or, in the event ;of any court proceedings, by the Court, but not by a jury), and if any award or j~dgmen.t is obtained by the prevailing party, all such costs, expenses and fees shall be ir~c uded in the award or judgment. If both parties are awarded relief, then the ~vard for attorneys' fees shall be apportioned in the discretion of the arbitrators or the Court. Relationshi of Parties. Notwithstanding anything in the Agreement to the contrary, this Agreement shall not be construed as making Purchaser or Seller the partner, agent or joint venturer of the other, and the Parties will have no relationship to each other, except as set forth herein as Seller and Purchaser of real property. Notices. Each and every notice, demand, request, election or other Communication (collectively, "Notices") required or permitted to be given under this Agreement shall be in wdting and shall be either personally delivered, mailed with certified or registered postage prepaid, return receipt reguested, delivered by a national express couder service, or transmitted by facsimile. All notices will be addressed to Seller or Purchaser, as appropriate, at the foll~)wing addresses: i. If to Seller:. Town of Marana Attn: Town Manager 13251 N. Lon Adams Road Tucson, Arizona 85653 ii. If to Purchaser: iii. Escrow Agent: Northwest Fire District Attn: Fire Chief 5225 W. Massingale Road Tucson, AZ 85743 Pam Tighe Lawyer's Title One South Church Avenue Tucson, AZ 85701 The Parties shall be entitled to change their addresses by giving proper notice thereof. If delivered, Notices will be effective upon receipt and, if mailed, Notices will be effective upon eadier of: (i) receipt; or (ii) the second business day after they are first postmarked in the United States. Facsimile notices will be deemed delivered when transmission is acknowledged. As Is Sale. 4 a. Except as expressly stated in this Agreement, Seller is not bound by any prior or contemporaneous verbal or written statement of information pertaining to the Property, its zoning, usability, size, conditions or any other matter. Purchaser acknowledges and agrees that Seller has not made, and Seller hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, .as to, or concerning (i) the nature and condition of the Property, including, without limitation, the water, soil and geology, and the suitability thereof and of the Property for any and all activities and uses which Purchaser may elect to conduct thereon or any improvements-thereon or which Purchaser may elect to construct thereon, income to be derived 'therefrom or expenses to be incurred with respect thereto, or any obligations or any othe~'..matter or thing related to or affecting the same, or the manner of construction and condition and state of repair or lack of repair or any improvements located thereon; the existence, nature and extent of any easement, right-of-way, right to possession or use, lien, encumbrance, license, reservation, condition or other matter affecting title to the Property; and (ii) the compliance of the property or its operation with any laws, ordinances, orders, rules or regulations of any governmental or other body. Purchaser acknowledges that having been given the opportunity to inspect the Property, Purchaser is relying solely on his own investigation of the Properly and not on any information provided or to be provided by Seller. Purchaser further acknowledges that any information provided with respect to the Property was obtained from a variety of sources and Seller (i) has not made any independent investigation or verification of such information; and (ii) makes no representations or warranties as to the accuracy or completeness of such information. Purchaser agrees to accept the Property and acknowledges that the sale of the Properly is made by Seller on an "AS .IS, WHERE IS and WITH ALL FAULTS" basis. Purchaser expressly acknowledges, that, in consideration of the agreements of Seller herein, except as otherwise specified herein, SELLER MAKES NO WARRANTY, REPRESENTATION OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, OR 'ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, TENANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY. Purchaser hereby waives, releases and discharges on behalf of itself and its successors and assigns any right, claim or cause of'action that it has or may acquire against Seller and Seller's component p~rtners, beneficiaries, and employees arising out of or related to the existence of any hazardous substances, wastes, pollutants, or contaminants in, on or about the Property. The acknowledgments and waivers found in this Paragraph will survive the Closing of this transaction. b. Purchaser and Seller acknowledge that a semi-tractor access gate is currently located along the east boundary of the Property. Seller will at its own cost relocate this semi-tractor access gate further south along Starcommerce Way onto the Retained Property. Purchaser and Seller agree and acknowledge that on or before Close of Escrow the legal description of the Property will be modified so that the access road (consisting of about 2,000 square feet along Starcommerce Way at the southeast comer of the Property) leading to the relocated gate will be retained by Seller as part of the Retained Property and the west boundary of the Property will be moved westward so that the Property being conveyed to Purchaser at Close of Escrow consists of two acres. 2 4 14. 15. 13. Purchaser represents to Seller that it has done an independent evaluation of the Prepedy and is relying on its own expertise to make its determination concerning the purchase of the Property. Seller represents that it has no actual knowledge of any hazardous substances, wastes, pollutants or contaminants in or about the Property. Purchaser hereby waives, releases and discharges on behalf of himself and his successors and assigns any,right, claim or cause of action that he has or may acquire against Seller and Seller's component partners, beneficiaries, and employees arising out of or related to ~hf~ existence of any hazardous substances, wastes, pollutants or contaminants in, or"or about the Property. The acknowledgments and waivers found in this Section shall survive the Closing of this transaction. General Provisions. If not specified herein or attached hereto as an exhibit, the forms of all documents and instruments required by this Agreement, or reasonably necessary to fully effectuate this Agreement, will be such forms as are customarily used or supplied by the Escrow Agent. Time is strictly of the essence of this Agreement and the full and complete performance of each and every provision hereof; provided, however, that if any act required by this Agreement falls due on a date which is a Saturday, Sunday or legal holiday, performance thereof may occ~J'r on the next day which is not a Saturday, Sunday, or legal holiday. All exhibits referred to in this Agreement are incorporated herein as if fully set forth. This Agreement, and all other documents and instruments executed in furfherance or effectuation hereof, will inure to the ben'fit of, and will be binding upon, Seller and Purchaser and their respective hbirs, beneficiaries, personal representatives, successors, and permitted assigns. Offer to Purchase. At least three (3) copies of this Agreement were signed by Purchaser on the date set forth beneath Purchaser's signature and constitute Purchaser's offer to enter into and be bound by this Agreement, which offer shall be irrevocable for ten (10) business days after the date signed by Purchaser. If Seller accepts this Agreement by execution hereof prior to that date, this Agreement shall become fully and completely binding upon Seller and Purchaser without any further act by either Party. Otherwise, this Agreement shall become automatically void and of no effect. Adicle Headinqs. The Article headings of this Agreement are inserted as a matter of convenience and reference only, and in no way define, limit or describe the scope or intent of this Agreement or in any way effect the terms and provisions thereof. 0 5. 16. ~Waiver. The waiver by any party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, condition or covenant herein contained. Any and all rights, remedies and options given in this Agreement to any party shall be cumulative and in addition to and without waiver of or in derogation of any right or remedy given under any /aw or hereafter in effect. 17. Supplemental Instruments. The Parties hereto agree to execute any and all documents in order to carry out the intent of th. is Agreement. 18. ~. The laws of the State of Arizona shall govern the validity, performance and enforcement of this Agreement, and. the venue for any actions shall be Pima County, Arizona. 19. P~artial Invalidity. If any term, provision, condition or covenant of this Agreement, or the application thereof to any part of circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of such term, provision, condition or covenant to person or circumstances other than those to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20. Use of Pronouns Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural; and, pronouns stated in either the masculine, the feminine or the neuter gender shall included the masculine, feminine and neuter. ~ 21. Entire Aqreement. This Agreement sets forth entire agreement between Seller and Purchaser pertaining to the subject hereof and supersedes any and all prior negotiations, agreements, understandings, and dealings, whether written or oral. No other promises, representations, warranties, assurances, understandings, or agreements have been made by or to, or have been or will hereafter be relied upon by either Purchaser or Seller or any officer, director, partner, broker, sales person, attorney or other person acting for or on behalf of either Purchaser or Seller. 22. .Execution by Counterparts. This Agreement may be executed each of which shall be deemed to be an original, but all of which in several counterparts, shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature pages. --Arbitration. If any Dispute cannot be settled between the Parties, the Parties agree to: a) First, engage the services of a mediator and meet with such mediator (without additional Counselors or agents) in an attempt to resolve said dispute; and b) Second, in the event mediation fails, the Parties shall agree upon an arbitrator. If the Parties cannot themselves agree upon an arbitrator within ten (10) business days after a written request by either Purchaser or Seller to the other, then Purchaser and Seller shall each choose one arbitrator; these two arbitrators shall then appoint a third arbitrator to hear the dispute. In all instances, arbitrator(s) shall be attorneys with sufficient experience and expertise in real estate law in 0 .3 LEGAL DESCRIPTION PARCEL A That certain portion of the Southwest quarter Section 36, Township 12 South, Range 12 East, Gila and Salt River Meridian, Pima County, Arizona; more particularly described as follows: Commencing at the southeast comer of the southwest quarter of said Section 36, Thence N 8g°24'07'' W, along the sot~th line of said southwest quarter, a distance of 314.83 feet, ' Thence N 01°I0'09' E, parallel With and 22.50 feet west of the centerline of Starcommerce Way as shown in Book 51 of Maps and Plats, at Page 85 thereof, a distance of 1092.14 feet to the POINT OF BEGINNING, Thence N 88029'52'' W, along a line parallel with the south line of Block 7, as shown in said Book 51 at Page 85, a distance of 350.00 feet, ' Thence N 01010'09" E, a distance of 227.96 feet to the south line of said Block 7, Thence S 88029'52" E, along said south line, a distance of 462.90'feet to the northwesterly line of the 50 foot strip recorded in Docket 3592 at Page 238 thereof, Thence S 49°15'14, W, along said line, a distance of 34.65 feet to a point of curvature of a tangent curve concave to the southeast, having a radius of 277.50 feet and a central angle of 34°56'00' Thence southwesterly along said to the left, an arc distance of 169.19 feet, Thence S 49°15'14" W, a distance of 3.06 feet, Thence S 01o10'09'' W, a distance of 58.76 feet to the POINT OF BEGrNNTNG. Said Parcel A contains 87,120 square feet. 4 O ! EXHIBIT "B" Left Intentionally Blank. F. ANN RODRIGUEZ, RECORDER RECORDED BY: DE-fY RECORDER 9394 PE1 SMARA TOWN OF MARANA ATTN: TOWN CLERK 13251 N LON ADAMS RD MARANA AZ 85653 DOCKET: 12053 PAC--*'-, 3929 NO. ??? PAGES: 15 SEQUENCE: 20030960630 05/19/2003 PURCH 16:49 MAIL AMOUNT PAID $ 13.00 PURCHASE AND SALE AGREEMENT BETWEEN THE TOWN OF MARANA AND NORTHWEST FIRE DISTRICT FOR FLEET MAINTENANCE PROPERTY PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is made by and between TOWN OF MARANA, a municipal corporation of the State of Arizona, or its assignee ("Seller") and Northwest Fire District, ("Purchaser"), as of the date executed by Seller which is set forth beside Seller's signature ("Execution Date"). Seller and Purchaser ("Parties") agree as follows: Sale and Purchase. Seller will sell and convey to Purchaser, and Purchaser will purchase and acquire from Seller according to the covenants, terms and conditions set forth in this Agreement, the real Property ("Property") as described on Exhibit "A" attached hereto and commonly referred to as the Fleet Maintenance Property subject to minor adjustment in accordance with Paragraph 12(b) below. The Property is being severed from a larger parcel of real property which is being retained by Seller (the "Retained Property") and any rights to vehicle access or utility access that the Property enjoyed while it was combined with the Retained Property shall not be conveyed with the Property. Vehicular and utility access to the Property shall be via Starcommerce Way located at the east boundary of the Property. 2. Openinq of Escrow. Escrow will be considered open when a fully executed copy of this Agreement is delivered to and received by Pam Tighe at Lawyer's Title Of Arizona, One South Church Ave., Tucson, Arizona, 85701, (520) 740-0424 ("Escrow Agent"). 3. Purchase Price. The Purchase Price ("Purchase Price") of the Property will be Two Hundred Twelve Thousand Four Hundred and No/100 Dollars ($212,400.00) which shall be paid by Purchaser to Seller at Close of Escrow (as hereinafter defined). 4. Escrow. Seller and Purchaser shall each pay half of the Escrow Agent's fees and documentary fees. All other closing costs will be allocated between Seller and Purchaser in the manner customary in Tucson, Arizona. Purchaser will receive possession of the Property at Close of Escrow. Seller and Buyer are government entities so the parties do not anticipate any obligation for payment of taxes, assessment or other similar charges against the Property. However, if there are any fees of any kind relating to the Property, they will be prorated as of the last day immediately preceding the Close of Escrow. This Agreement, and the exhibits attached to it, shall constitute escrow instructions to Escrow Agent in connection with this transaction. Should the Escrow Agent require, in addition to this Agreement, the execution of its standard form printed Escrow Instructions, the Escrow Agent shall prepare the Escrow Instructions in accordance with the directions contained this Agreement and in a form mutually acceptable to the Parties, which the Parties shall execute. The Escrow Instructions shall no supersede, modify or amend any terms of this Agreement, and in the event of any conflict of ambiguity between any of the Fi terms of this Agreement and those of the escrow Instructions, this Agreement shall govern and control. -0 F 5. Purchaser's Inspection. a. Purchaser shall conduct an independent investigation, inspection and analysis of the Property and its investment characteristics ("Inspection") within sixty (60) days after the Execution Date ("Inspection Period"). Original 1 of 3 b. Within five (5) days after the Execution Date, Seller shall provide Purchaser with all information Seller obtained when it purchased the Property and any other information Seller has related to its use and ownership of the Property (the "Property Information"). Additionally, Seller shall cause a Preliminary Title Report on the Property showing all title matters and exceptions to be delivered to Purchaser. Purchaser understands and acknowledges that Seller is providing such information to Purchaser as an accommodation and, except as specifically set forth in this Agreement, Seller is not in any way representing or warranting the accuracy, sufficiency or completeness of any documentation or information provided Purchaser. Seller recommends to Purchaser that Purchaser conduct its own examination, inspection, and investigation of the Property, including the subsurface thereof and all soil, environmental, engineering and other conditions and requirements of the Property. C. If, at any time during the Inspection Period, Purchaser is not satisfied with the results of its Inspection, in Purchaser's sole and exclusive discretion, Purchaser may cancel and terminate this Agreement by providing written notice of cancellation and termination to Escrow Agent and Seller prior to the expiration of the Inspection Period. d. If Purchaser does not deliver a written notice of disapproval of Purchaser's inspection to Escrow Agent and/or Seller prior to the expiration of the Inspection Period, Purchaser shall be deemed to have approved the condition and title status of the Property and waives any and all other conditions precedent to Purchaser's obligation to close the transaction contemplated by this Agreement, except the condition of Seller's default. e. From time to time prior to Close of Escrow, Purchaser, its representatives and agents, may enter upon the Property to conduct various tests and studies related to its Inspection of the Property. After any such test or study, Purchaser shall restore the Property to its previous condition. Purchaser agrees to indemnify and hold Seller harmless from any injury or liability to persons or property arising out of Purchaser's exercise of the rights granted in this Section 5.e. 6. Closing. The date of closing of the sale and purchase of the Property pursuant to this Agreement ("Close of Escrow" or "Closing") shall be no later than June 30, 2003 with funding to Seller on or after July 1, 2003. Seller and Purchaser shall execute, acknowledge, and deposit with the Escrow Agent all documents and all funds required from them to effectuate closing of the sale and purchase of the Property. Seller shall convey title to the Property to Purchaser by a Special Warranty Deed subject only to the permitted exceptions and title matters set forth in the Preliminary Title Report. Upon closing, Seller shall pay for and provide to Purchaser a Policy of Title Insurance in the standard form in the amount of the Purchase Price and subject to only the approved title exceptions. Purchaser may obtain an extended coverage ALTA title insurance policy by paying any additional cost. 7. Seller's Representations. Seller makes the following representations and warranties, to the best of its actual knowledge and belief and these representations shall survive closing: a. Seller has received no written notice of any pending or threatened legal action, claims or governmental proceeding in eminent domain, planned public improvements, special assessment, zoning or subdivision changes, or environmental matters which would adversely affect the Property. b. Seller has not entered into any contract or obligation affecting the Property which will be binding upon Purchaser after the Close of Escrow, except for the title matters disclosed to Purchaser and reviewed during Purchaser's Inspection. C. Seller is not a foreign person or entity pursuant to the Foreign Investment In Real Property Act (FIRPA) (Section 1445 of the Internal Revenue Code) and Seller agrees to complete, sign and deliver to Escrow Company a certificate indicating the same. d. Seller has the full right, power and authority to sell and convey the Property to the Purchaser. e. To the best of Seller's actual knowledge, without any independent inquiry, there are no uncured violations of laws, rules, regulations, ordinances, codes or covenants, conditions, restrictions, instructions or agreements applicable to the Property and Seller has not received any notice from any insurance company, governmental agency, or from any other party with respect to any such violations. Seller shall maintain and repair the Property so that, at Close of Escrow or possession whichever is sooner, the Property shall be in substantially the same condition as on the Execution Date. 9. No work has been performed or is in progress at the Property and no materials have been furnished to the Property which might give rise to mechanic's, materialman's, or other liens against any part of the Property. There are no parties in adverse possession of the Property? there are no parties in possession of the Property except Seller; and no party has been granted any license, lease, or other right relating to the use or possession of the Property. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by Seller or pending against Seller which otherwise affect or involve the Property. The parties acknowledge that some transfer may be necessary or reasonably required before Close of Escrow between the Town of Marana and the Town of Marana Municipal Property Corporation, a nonprofit corporation incorporated and existing under the laws of the State of Arizona (the "MPC"). There is no default, nor has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default in any contract, mortgage, deed of trust, lease, or other instrument which relates to the property or which affects the Property in any manner whatsoever. k. There are no contracts or other obligations outstanding for the sale, exchange, . leasing or transfer of all or any part of the Property. Seller shall not at any time prior to Close of Escrow grant to any person an interest in or lien against the Property. Nothing in this provision or in this Agreement shall affect Seller's authority to transfer the Property to or to receive the transfer of the Property from the IVIPC at any time between the Execution Date and the Close of Escrow, so long as the status of title received by the Purchaser at Close of Escrow meets the requirements of this Agreement. Seller has not retained the services of a real estate broker regarding this transaction. 8. Purchaser's Representations. Purchaser makes the following representations and warranties, to the best of its knowledge and belief and these representations shall survive closing: a. Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms. b. Purchaser has not retained the services of a real estate broker regarding this transaction. 9. Remedies for Default. a. Purchaser's Remedies. If Seller breaches any of the terms or provisions of this Agreement or otherwise defaults under this Agreement, and provided that Purchaser is not in default of its covenants under this Agreement, Purchaser may either: (a) terminate this Agreement by written notice to Seller and Escrow Agent, whereupon (except as otherwise provided herein) neither party shall have any further obligations or liabilities to the other under this Agreement; (b) waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof; or (c) seek recovery of Purchaser's out-of- pocket costs and expenses incurred as a result of Seller's breach; provided, however, that Purchaser hereby expressly waives any right to recover any exemplary, punitive, special, indirect or consequential damages as a result of any default by Seller under this Agreement. Notwithstanding any other terms or conditions of this Agreement, Seller shall not be deemed to be in default under this Agreement unless the breach or default complained of by Purchaser has not been cured within thirty (30) business days after written notice thereof has been given to Seller; however, if such default is capable of being cured but is not reasonably capable of being cured within such thirty (30) business day period, Seller shall not be deemed in default under this Agreement so long as Seller commences the cure within such thirty (30) day period and thereafter diligently pursues such cure to completion within a reasonable period of time. b. Seller's Remedies. If Purchaser breaches any of the terms or provisions of this Agreement and the breach is not cured or substantially cured within 30 days written notice of the breach, Seller shall be entitled to either (a) terminate this Agreement by written notice to Buyer and Escrow Agent, whereupon (except as otherwise provided in this Agreement) neither party shall have any further obligations or liabilities to the other under this Agreement or (b) seek recovery of Seller's out-of-pocket costs and expenses incurred as a result of Purchaser's breach; provided, however, that Seller hereby expressly waives any right to recover any exemplary, punitive, special, indirect or consequential damages as a result of any default by Purchaser under this Agreement C. Attorneys' Fees. If it becomes necessary for either party to employ legal counsel or to bring an action at law or other proceeding to enforce any of the terms, covenants or conditions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its costs and expenses incurred in such action from the other party, including reasonable attorneys' fees set by the arbitrators (or, in the event of any court proceedings, by the Court, but not by a jury), and if any award or judgment is obtained by the prevailing party, all such costs, expenses and fees shall be included in the award or judgment. If both parties are awarded relief, then the award for attorneys' fees shall be apportioned in the discretion of the arbitrators or the Court. 10. Relationship of Parties. Notwithstanding anything in the Agreement to the contrary, this Agreement shall not be construed as making Purchaser or Seller the partner, agent or joint venturer of the other, and the Parties will have no relationship to each other, except as set forth herein as Seller and Purchaser of real property. 11. Notices. a. Each and every notice, demand, request, election or other communication (collectively, "Notices") required or permitted to be given under this Agreement shall be in writing and shall be either personally delivered, mailed with certified or registered postage prepaid, return receipt requested, delivered by a national express courier service, or transmitted by facsimile. All notices will be addressed to Seller or Purchaser, as appropriate, at the following addresses: i. If to Seller: Town of Marana Attn: Town Manager 13251 N. Lon Adams Road Tucson,Arizona 85653 If to Purchaser: Northwest Fire District Attn: Fire Chief 5225 W. Massingale Road Tucson, AZ 85743 iii. Escrow Agent: Pam Tighe Lawyer's Title One South Church Avenue Tucson, AZ 85701 b. The Parties shall be entitled to change their addresses by: giving proper notice thereof. If delivered, Notices will be effective upon receipt and, if mailed, Notices will be effective upon earlier of: (i) receipt; or (ii) the second business day after they are first postmarked in the United States. Facsimile notices will be deemed delivered when transmission is acknowledged. 12. As Is Sale. a Except as expressly stated in this Agreement, Seller is not b ound by any prior or contemporaneous verbal or written statement of informatio n pertaining to the Property, its zoning, usability, size, conditions or any other matter. Purchaser acknowledges and agrees that Seller has not made, and Sell er hereby specifically disclaims any warranty, guaranty or representation, oral or wri :ten, past, present or future, of, as to, or concerning (i) the nature and condition of th 3 Property, including, without limitation, the water, soil and geology, and the suitabili ty thereof and of the Property for any and all activities and uses which Purchaser may elect to conduct thereon or any improvements thereon or which Purchaser m 3y elect to construct thereon, income to be derived therefrom or expenses to be i ncurred with respect thereto, or any obligations or any other matter or thing relate d to or affecting the same, or the manner of construction and condition and statE of repair or lack of repair or any improvements located thereon; the existence, nat ire and extent of any easement, right-of-way, right to possession or use, lien, er cumbrance, license, reservation, condition or other matter affecting title to the F roperty; and (ii) the compliance of the property or its operation with any laws, ordina Ices, orders, rules or regulations of any governmental or other body. Purchaser ackn :)wledges that having been given the opportunity to inspect the Property, Purchaser is relying solely on his own investigation of the Property and not on any informatio n provided or to be provided by Seller. Purchaser further acknowledges that any information provided with respect to the Property was obtained from a variety of sour es and Seller (i) has not made any independent investigation or verification of suct information; and (ii) makes no representations or warranties as to the accuracy or c ompleteness of such information. Purchaser agrees to accept the Property and ac knowledges that the sale of the Property is made by Seller on an "AS IS, WHER E IS and WITH ALL FAULTS" basis. Purchaser expressly acknowledges, that, in consideration of the agreements of Seller herein, except as otherwise specified hero in, SELLER MAKES NO WARRANTY, REPRESENTATION OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IM PLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED T , ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, T =_NANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY. Purchaser hereby waives, releases and discharg es on behalf of itself and its successors and assigns any right, claim or cause of ac on that it has or may acquire against Seller and Seller's component partners, beneficiaries, and employees arising out of or related to the existence of any ha zardous substances, wastes, pollutants, or contaminants in, on or about th e Property. The acknowledgments and waivers found in this Paragraph will survi ve the Closing of this transaction. b. Purchaser and Seller acknowledge that a semi-tractor acco located along the east boundary of the Property. Seller will at this semi-tractor access gate further south along Starcomr Retained Property. Purchaser and Seller agree and acknowle Close of Escrow the legal description of the Property will be access road (consisting of about 2,000 square feet along Star( southeast corner of the Property) leading to the relocated ga Seller as part of the Retained Property and the west boundary moved westward so that the Property being conveyed to P Escrow consists of two acres. ss gate is currently ts own cost relocate erce Way onto the ge that on or before modified so that the )mmerce Way at the ) will be retained by f the Property will be rchaser at Close of c. Purchaser represents to Seller that it has done an independo Property and is relying on its own expertise to make its determir purchase of the Property. d. Seller represents that it has no actual knowledge of any wastes, pollutants or contaminants in or about the Property. ,nt evaluation of the iation concerning the rdous substances, e. Purchaser hereby waives, releases and discharges on behalf of himself and his successors and assigns any right, claim or cause of action that he has or may acquire against Seller and Seller's component partners, beneficiaries, and employees arising out of or related to the existence of any hazardous substances, wastes, pollutants or contaminants in, on or about the Property. f. The acknowledgments and waivers found in this Section shall urvive the Closing of this transaction. 13. General Provisions. a. If not specified herein or attached hereto as an exhibit, the forms of all documents and instruments required by this Agreement, or reasonably necessary to fully effectuate this Agreement, will be such forms as are customarily used or supplied by the Escrow Agent. b. Time is strictly of the essence of this Agreement and the full and complete performance of each and every provision hereof; provided, however, that if any act required by this Agreement falls due on a date which is a Saturday, Sunday or legal holiday, performance thereof may occur on the next day which is not a Saturday, Sunday, or legal holiday. C. All exhibits referred to in this Agreement are incorporated herein as if fully set forth. d. This Agreement, and all other documents and instruments executed in furtherance or effectuation hereof, will inure to the benefit of, and will be binding upon, Seller and Purchaser and their respective heirs, beneficiaries, personal representatives, successors, and permitted assigns. 14. Offer to Purchase. At least three (3) copies of this Agreement were signed by Purchaser on the date set forth beneath Purchaser's signature and conStitUtE Purchaser's offer to enter into and be bound by this Agreement, which offer shall be irrevocable for ten (10) business days after the date signed by Purchaser. If Seller accepts this Agreement by execution hereof prior to that date, this Agreement shall become fully and completely binding upon Seller and Purchaser without any further act by eith r Party. Otherwise, this Agreement shall become automatically void and of no effect. 15. Article Headings. The Article headings of this Agreement are inserted as a matter of convenience and reference only, and in no way define, limit or describe the scope or intent of this Agreement or in any way effect the terms and provisiors thereof. 16. Waiver. The waiver by any party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, condition or covenant herein contained. Any and all rights, remedies and options given in this Agreement to any party shall be cumulative and in addition to and without waiver of or in derogation of any right or remedy given under any law or hereafter in effect. 17. Supplemental Instruments. The Parties hereto agree to execute a y and all documents in order to carry out the intent of this Agreement. 18. Governing Law. The laws of the State of Arizona shall govern the validity, performance and enforcement of this Agreement, and the venue for any actions shall be Pima County, Arizona. 19. Partial Invalidity. If any term, provision, condition or covenant of this Agreement, or the application thereof to any part of circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of such term, provision, condition or covenant to person or circumstances other than those to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20. Use of Pronouns. Wherever from the context it appears appropria either the singular or the plural shall include the singular and the stated in either the masculine, the feminine or the neuter gen( masculine, feminine and neuter. 21. Entire Agreement. This Agreement sets forth entire agreemer ?7urchaser pertaining to the subject hereof and supersede,, negotiations, agreements, understandings, and dealings, whethe other promises, representations, warranties, assurances, agreements have been made by or to, or have been or will herea either Purchaser or Seller or any officer, director, partner, broker, , or other person acting for or on behalf of either Purchaser or Seller 22. Execution by Counterparts. This Agreement may be executed in each of which shall be deemed to be an original, but all of which st the same instrument. In addition, this Agreement may cor counterpart of the signature pages. 23. Arbitration. a. If any Dispute cannot be settled between the Parties, the First, engage the services of a mediator and meet with si additional counselors or agents) in an attempt to resolve Second, in the event mediation fails, the Parties shall agree the Parties cannot themselves agree upon an arbitrator wil days after a written request by either Purchaser or Sell Purchaser and Seller shall each choose one arbitrator; theE then appoint a third arbitrator to hear the dispute. In all ii shall be attorneys with sufficient experience and expertiSE , each term stated in lural; and, pronouns r shall included the between Seller and any and all prior written or oral. No understandings, or er be relied upon by iles person, attorney everal counterparts, 11 constitute one and in more than one Parties agree to: a) ch mediator (without said dispute; and b) upon an arbitrator. If iin ten (10) business ?r to the other, then 3 two arbitrators shall stances, arbitrator(s) in real estate law in Pima County, Arizona. A "Dispute" shall include any action, dispute, equity, or otherwise, in any way pertaining to the Agreement to which this Arbitration provisionis attached, or any related agreements, papers, documents, or instruments (the "Agreements"). b. The fees of the arbitrator (including administrative fees, costs and arbitrator compensation) shall initially be paid by and shared equally (Y2 and Y2) between the Parties, but the prevailing Party shall be awarded its share of the arbitrator's fees against the other Party. The arbitrator shall conduct all proceedings according to Arizona's version of the Uniform Arbitration Act (the "Act") and the Commercial Arbitration Rules of American Arbitration Association ("AAA"), to the extent such rules are not inconsistent with the Act or the provisions of this Addendum. The Uniform Rules of Procedure for Arbitration shall not apply. Moreover, the Arbitrator(s) may alter the proceedings to conform with generally accepted arbitration practice in Pima County, Arizona. C. Discovery may be conducted upon mutual consent, or after motion to and by order of the arbitrator. At a minimum, each Party shall prepare disclosure statements, setting forth the legal theories and factual bases for each claim or defense, listing all intended witnesses and exhibits, and providing a computation and the measure of damage alleged by the disclosing Party. Each disclosure statement shall be made in writing under oath, signed by the Party making the disclosure and delivered to the other Party. All disclosure statements shall be exchanged and all discoveries completed at least fifteen (15) days prior to the arbitration hearing. Before any arbitration takes place, the Parties agree that upon the request of either Party, they will have the arbitrator conduct a 11 preliminary" hearing (i.e., a separate proceeding prior to the actual arbitration), at which evidence and testimony may be presented and legal briefs may be submitted, including briefs setting forth the applicable statutory or common law methods of measuring damages pertaining to the Dispute. The arbitrator may grant summary judgment if he or she determines no issue of fact exists as to a claim. d. To the extent not decided by summary judgment, the Dispute shall be heard within sixty (60) days after the arbitrator has been selected. The arbitrator shall render his or her decision in writing specifying the factual and legal basis for the decision within thirty (30) days after the conclusion of the arbitration hearing. Upon stipulation of the Parties, or upon a showing of good cause by either Party, the arbitrator may lengthen or shorten the time periods set forth herein for completing discovery, conducting the hearing or for rendering a decision. The Z arbitrator shall resolve all Disputes in accordance with the applicable substantive .:E- c. c law and shall award attorneys' fees and costs (including arbitration fees) to the ;r7i prevailing Party. All statutes of limitation applicable to any Dispute shall apply to any proceeding in accordance with this Arbitration provision. Except as provided below, the decision of the arbitrator shall be final and binding upon the Parties. Judgment to enforce the arbitrator's decision, whether for legal or equitable relief, may be entered in the Superior Court of Pima County, Arizona, and the Parties hereto expressly and irrevocably consent to the jurisdiction of such Court for such purpose. e. The decision of the arbitrator shall be final, binding, ( appealable except in the following instance: if the arbitrato have failed to properly apply the applicable law to the fai Party may appeal the legal (but not the factual) aspects of 0 (3) member panel of arbitrators appointed by the AAA. The pay all fees and costs of the AAA and such panel. If the not prevail, it will pay the other Party's attorneys' fees a responding to the appeal. No provision of, nor the exercis( this Arbitration Addendum shall limit the right of any Party self-help remedies or obtain provisional or ancillary remedii relief or the appointment of a receiver from a court havir rights can be exercised at any time except to the extent sucl a final award or decision in any arbitration proceeding. This Arbitration provision shall survive any termination, a of the Agreements. onclusive and non- fails or is alleged to ;ts of the Dispute, a e decision to a three appealing Party shall ippealing Party does id costs incurred in of any rights under, to exercise its legal .s such as injunctive g jurisdiction. Such i action is contrary to dment, or expiration 9. BY SIGNING BELOW, PURCHASER AND SELLER AC?NOWLEDGE THAT THE PARTIES ARE GIVING UP THEIR RIGHT TO A JURY TRIAL IN FAVOR OF ARBITRATION. 24. Right of First Refusal. If at any time Purchaser offers to sell or is disposed to accept a rd party's offer to purchase the Property, or any portion of it, Seller shall be given a reasonable opportunity to purchase the Property for (at Seller's option) either (1) the terms of Purchaser's offer to sell or (2) the terms of the third party's offer to purchase. IN WITNESS WHEREOF, the parties have executed this Agreemer?t as follows: SELLER: Town of Marana, an Arizona municipal corporation By: Its: J Date: AdA J PURCHASER: Northwest Fire Distri Its: , Chairman Date: April 22, 20Y3 EXHIBIT "A" Legal Description of Property LEGAL DESCRIPTION PARCEL A That certain portion of the Southwest quarter Section 36, Township 12? South, Range 12 East, Gila and Salt River Meridian, Pirna County, Arizona; more parti ularly described as follows: Commencing at the southeast comer of the southwest quarter of said Thence N 88'24'07" W, along the south line of said southwest 314.83 feet, Thence N 01'10'09" E, parallel with and 22.50 feet west of the centc Starcommerce Way as shown in Book 51 of Maps and Plats, at Page distance of 1092.14 feet to the POINT OF BEGINNING, Thence N 88'29'52" W, along a line parallel with the south line of B said Book 51 at Page 85, a distance of 350.00 feet, Thence N 0 1 1 10'09" E, a distance of 227.96 feet to the south line of Thence S 88'29'52" E, along said south line, a distance of 462.90 northwesterly line of the 50 foot strip recorded in Docket 3592 at ?ction 36, a distance of ?ne of 3 thereof, a ck 7, as shown in id Block 7, to the 238 thereof, Thence S 49'15'14" W, along said line, a distance of 34.65 feet to a point of curvature of a tangent curve concave to the southeast, having a radius of 277-50 fe,-t and a central angle of 34'56'00" Thence southwesterly along said to the left, an arc distance of 169.19 Thence S 49'15'14" W, a distance of 3.06 feet, Thence S 01 110'09" W, a distance of 58-76 feet to the POINT OF BE GINNING. Said Parcel A contains 87,120 square feet. xCA 333 GEOFFREY K. BRIMHALL 17ed Mal tp;lj N ROAD I INA OR dw 11,01 F-H I rl CID C> C> ,a VY e-l C? r-?Aur- U.Z 350 ol rn 4E,- 462' S7-`W- I 1 1 1.77' 0 DATE REYD? Q3-12-M EXHIBIT "B" Left Intentionally Blank. QA mswO lawyersTitle of Arizona, Inc. September 22, 2003 Town of Marana Attn: Town Manager 13251 N. Lon Adams Road Marana, Arizona 85653 RE: EscrowNo. 001255958 Town of Marana, Arizona/Northwest Fire District Ladies and Gentlemen, In connection with the above referenced closed transaction, please find enclosed a complete set of closing documents. Please let us know should you need any additional items in order to complete your records. It was a pleasure to work with you on this transaction and we hope you will think of Lawyers Title Of Arizona, Inc. for your future real estate transactions. Sincerely, Pamnela J/Qighe Vice President PMT/mt enc. One South Church, Suite 1800 Tucson, AZ 85701 (520) 740-0424 Fax (520) 740-0436 13251 N. Lon Adams Road Marana, AZ 85653 520-682-3401 520-682-2654 Fax 40 To: Pam Tighe MARANA TOWN OF MARANA From: Frank Cassidy, Town Attorney Fax: 740-0436 Pages: 3 Phone: 740-0424 Date: July 22, 2003 Re: NW Fire/Fleet Maintenance Property Legal 11 Urgent El For Review El Please Comment El Please Reply 0 Please Recycle 0 Comments: Pam, I got your message. Here's my previous fax, with the legal description. (I didn't print out a confirmation - maybe it didn't go through the first time .... ) Give me a call if you need anything else. --Frank PARCEL "A" That certain portion of the Southwest Quarter Section 36, Township 12 South, Range 12 East, Gila and Salt River Meridian, Pima County, Arizona; more particularly described as follows: Commencing at the Southeast Corner of the Southwest Quarter of said Section 36; Thence N88*24'07"W, along the South Line of said Southwest Quarter, a distance of 314.83 feet; Thence N01*10'09"E, parallel with and 45.00 feet west of the West Line of Blocks 1, 3 and 4 of Ina Road Model Home Center as shown in Book 51 of Maps and Plats, at Page 85 thereof, a distance of 1092.14 feet; Thence N88*29'52"W, along a line parallel with the South Line of Block 7, as shown in said Book 51 at Page 85, a distance of 25.00 feet to the POINT OF BEGINNING; Thence continuing along said line, a distance of 328.22 feet; Thence N01*10'09"E, a distance of 227.96 feet to the South Line of said Block 7; Thence S88*29'52"E, along said south Line, a distance of 466.12 feet to the Northwesterly Line of the 50 foot strip recorded in Docket 3592 at Page 238 thereof; Thence S49*15"14"W, along said line, a distance of 34.65 feet to a point of curvature of a tangent curve concave to the Southeast, having a radius of 277.50 feet and a central angle of 34*56'00"; Thence Southwesterly along said curve to the left, an arc distance of 169.19 feet; Thence S49*15'14"W a distance of 3.06 feet; Thence S24*16'06"W a distance of 63.72 feet to the POINT OF BEGINNING. Said Parcel "A" contains 87119.60 square feet (2.00 Acres, more or less) NOTE: LEGAL DESCRIPTION OF PARCEL "A" IS BASED UPON LEGAL DESCRIPTIONS OF PARCEL 1, 2 & 3 PER SPECIAL WARRANTY DEED EXHIBIT 'A' ORDER NO. 00222819 FROM TRICO, ELECTRIC COOPERATIVE TO TOWN OF MARANA SHEET 1 OF 1 co A Cn I 0 CD 10, 1 on In CD -CIL Z 5 C Wb Cr 13251 N. Lon Adams Road Marana, AZ 85653 520-682-3401 520-682-2654 Fax do 1?' " 77%. MARANA TOWN OF MARANA 17=p; Lr -1 LmA___jD To: Donna Aversa, Esq. From: Frank Cassidy, Town Attorney Fax: 622-7337 Pages: 2 To: Pam Tighe Fax: 740-0436 Date: July 16, 2003 Re: Fleet Maintenance Property Legal CC: El Urgent El For Review 13 Please Comment 0 Please Reply El Please Recycle 0 Comments: Faxed with this cover sheet is a legal description for the two-acre Fleet Maintenance Property (part of the former Trico site on Ina Road), removing the driveway area the Town needs on the east end of the property and adding an equal amount of property on the west side of the parcel. As I understand it from my phone conversation with Pam a couple days ago, the current plan is for Northwest Fire to quit-claim the originally conveyed two-acre parcel back to the Town and for the Town to quit-claim back to Northwest Fire the two-acre parcel described in this legal description. Give me a call if you'd like to discuss this, or if there's a different way you'd prefer to handle this. I look forward to hearing from you. HP OfficeJet G Series G85 Personal Printer/Fax/Copier/Scanner Fax-flistory Report for Jul 22 2003 2:09pm Last Fax Date Time !3= Identification Jul 22 2:07pm Sent 7400436 Duratio Pne-s &mh 0:51 3 OK Result: OK - black and white fax Okay color - color fax LLA 0 lawyersTitle of Arizona, Inc. Town of Marana, Arizona SELLER Northwest Fire District BUYER Vacant Land Marana, AZ PROPERTY ADDRESS Pamela M. Tighe ESCROW AGENT ESCROW NO.: 001255958 One South Church, Suite 1800 Tucson, AZ 85701 (520) 740-0424 Fax (520) 740-0436 LAMYERS TITLE OF ARIZONA, MC. One South Church, Suite 1800, Tucson, Az 85701 (520) 740-0424 SELLERS CLOSING STATEMENT Final Seller: Town of Marana Arizona Property: A 7 Escrow No: 01255958-024 P13 Close Date: 06/30/2003 Proration Date: 06/30/2003 Date Prepared: 07/01/2003 Printed: 07/01/2003 9:28:47; LAWYERS TITLE OF ARIZONA, n4c. One South Church, Suite 1800, Tucson, Az 85701 (520) 740-0424 SELLERS CLOSING STATEMENT Estimated Seller: Town of Marana Arizona Escrow No: 01255958-024 P13 Close Date: 06/30/2003 Proration Date: 06/30/2003 Date Prepared: 06/27/2003 Property: AZ TOTAL CONSIDERATION: Total Consideration 214 400 00 ESCROW CHARGES: , . Escrow Fee to Lawyers Title of Arizona, Inc. 252.50 TITLE CHARGES: Owners Policy to Lawyers Title of Arizona, Inc, 930.00 Sub Totals 1 182.50 214 400 0 Proceeds Due Seller , 213,217.50 , . 1 Totals V) I A Ann (In 4 Town of Marana, Arizona, a municipal corporation By: Printed: 06/27/2003 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement ("Amendment") is made by and between TOWN OF MARANA, a municipal corporation of the State of Arizona, or its assignee ("Seller') and Northwest Fire District, ("Purchaser'), as of the date executed by Seller which is set forth beside Seller's signature ("Execution Date"). Seller and Purchaser ("Parties") hereby amend Paragraph 12(b) of the Purchase and Sale Agreement entered into between the Parties dated May 6, 2003 concerning the Fleet Management Property to provide that the modification of the legal description of the Property in the manner indicated in said paragraph 12(b) may occur at any time on or before October 1, 2003. Seller shall pay the costs incurred as a result of the legal description modification, including the cost of an extended coverage owner's policy of title insurance for the revised legal description. IN WITNESS WHEREOF, the parties have executed this Amendment as follows: SELLER: Town of Marana, an Arizona municipal corporation By:_ Its:- Date: PURCHASER: Northwest Fire District czo By: -4E Its: Clerk Date: June 27, 2003 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement ("Amendment") is made by and between TOWN OF MARANA, a municipal corporation of the State of Arizona, or its assignee ("Seller") and Northwest Fire District, ("Purchaser'), as of the date executed by Seller which is set forth beside Seller's signature ("Execution Date"), Seller and Purchaser ("Parties") hereby amend Paragraph 12(b) of the Purchase and Sale Agreement entered into between the Parties dated May 6, 2003 concerning the Fleet Management Property to provide that the modification of the legal description of the Property in the manner indicated in said paragraph 12(b) may occur at any time on or before October 1, 2003. Seller shall pay the costs incurred as a result of the legal description modification, including the cost of an extended coverage owner's policy of title insurance for the revised legal description. IN WITNESS WHEREOF, the parties have executed this Amendment as follows: SELLER: PURCHASER: Town of Marana, an Arizona municipal Northwest Fire District corporation By: 7- Its: D a t e: ?A,2 7, f- By: Its: Date: PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is made by and between TOWN OF MARANA, a municipal corporation of the State of Arizona, or its assignee ("Seller") and Northwest Fire District, ("Purchaser"), as of the date executed by Seller which is set forth beside Seller's signature ("Execution Date"). Seller and Purchaser ("Parties") agree as follows: 1. Sale and Purchase. Seller will sell and convey to Purchaser, and Purchaser will purchase and acquire from Seller according to the covenants, terms and conditions set forth in this Agreement, the real Property ("Property") as described on Exhibit "A" attached hereto and commonly referred to as the Fleet Maintenance Property subject to minor adjustment in accordance with Paragraph 12(b) below. The Property is being severed from a larger parcel of real property which is being retained by Seller (the "Retained Property") and any rights to vehicle access or utility access that the Property enjoyed while it was combined with the Retained Property shall not be conveyed with the Property. Vehicular and utility access to the Property shall be via Starcommerce Way located at the east boundary of the Property. 2. Opening of Escrow. Escrow will be considered open when a fully executed copy of this Agreement is delivered to and received by Pam Tighe at Lawyer's Title Of Arizona, One South Church Ave., Tucson, Arizona, 85701, (520) 740-0424 ("Escrow Agent"). 3. Purchase Price. The Purchase Price ("Purchase Price") of the Property will be Two Hundred Twelve Thousand Four Hundred and No/100 Dollars ($212,400.00) which shall be paid by Purchaser to Seller at Close of Escrow (as hereinafter defined). 4. Escrow. Seller and Purchaser shall each pay half of the Escrow Agent's fees and documentary fees. All other closing costs will be allocated between Seller and Purchaser in the manner customary in Tucson, Arizona. Purchaser will receive possession of the Property at Close of Escrow. Seller and Buyer are government entities so the parties do not anticipate any obligation for payment of taxes, assessment or other similar charges against the Property. However, if there are any fees of any kind relating to the Property, they will be prorated as of the last day immediately preceding the Close of Escrow. This Agreement, and the exhibits attached to it, shall constitute escrow instructions to Escrow Agent in connection with this transaction. Should the Escrow Agent require, in addition to this Agreement, the execution of its standard form printed Escrow Instructions, the Escrow Agent shall prepare the Escrow Instructions in accordance with the directions contained this Agreement and in a form mutually acceptable to the Parties, which the Parties shall execute. The Escrow Instructions shall no supersede, modify or amend any terms of this Agreement, and in the event of any conflict of ambiguity between any of the terms of this Agreement and those of the escrow Instructions, this Agreement shall govern and control. 5. Purchaser's Inspection. a. Purchaser shall conduct an independent investigation, inspection and analysis of the Property and its investment characteristics ("Inspection") within sixty (60) days after the Execution Date ("Inspection Period"). Original 3 of 3 b. Within five (5) days after the Execution Date, Seller shall provide Purchaser with all information Seller obtained when it purchased the Property and any other information Seller has related to its use and ownership of the Property (the "Property Information"). Additionally, Seller shall cause a Preliminary Title Report on the Property showing all title matters and exceptions to be delivered to Purchaser. Purchaser understands and acknowledges that Seller is providing such information to Purchaser as an accommodation and, except as specifically set forth in this Agreement, Seller is not in any way representing or warranting the accuracy, sufficiency or completeness of any documentation or information provided Purchaser. Seller recommends to Purchaser that Purchaser conduct its own examination, inspection, and investigation of the Property, including the subsurface thereof and all soil, environmental, engineering and other conditions and requirements of the Property. C. If, at any time during the Inspection Period, Purchaser is not satisfied with the results of its Inspection, in Purchaser's sole and exclusive discretion, Purchaser may cancel and terminate this Agreement by providing written notice of cancellation and termination to Escrow Agent and Seller prior to the expiration of the Inspection Period. d. If Purchaser does not deliver a written notice of disapproval of Purchaser's inspection to Escrow Agent and/or Seller prior to the expiration of the Inspection Period, Purchaser shall be deemed to have approved the condition and title status of the Property and waives any and all other conditions precedent to Purchaser's obligation to close the transaction contemplated by this Agreement, except the condition of Seller's default. e. From time to time prior to Close of Escrow, Purchaser, its representatives and agents, may enter upon the Property to conduct various tests and studies related to its Inspection of the Property. After any such test or study, Purchaser shall restore the Property to its previous condition. Purchaser agrees to indemnify and hold Seller harmless from any injury or liability to persons or property arising out of Purchasers exercise of the rights granted in this Section 5.e. 6. Closing. The date of closing of the sale and purchase of the Property pursuant to this Agreement ("Close of Escrow" or "Closing") shall be no later than June 30, 2003 with funding to Seller on or after July 1, 2003. Seller and Purchaser shall execute, acknowledge, and deposit with the Escrow Agent all documents and all funds required from them to effectuate closing of the sale and purchase of the Property. Seller shall convey title to the Property to Purchaser by a Special Warranty Deed subject only to the permitted exceptions and title matters set forth in the Preliminary Title Report. Upon closing, Seller shall pay for and provide to Purchaser a Policy of Title Insurance in the standard form in the amount of the Purchase Price and subject to only the approved title exceptions. Purchaser may obtain an extended coverage ALTA title insurance policy by paying any additional cost. 7. Seller's Rer)resentations. Seller makes the following representations and warranties, to the best of its actual knowledge and belief and these representations shall survive closing: a. Seller has received no written notice of any pending or threatened legal action, claims or governmental proceeding in eminent domain, planned public improvements, special assessment, zoning or subdivision changes, or environmental matters which would adversely affect the Property. b Seller has not entered into any contract or obligation affecting the Property which will be binding upon Purchaser after the Close of Escrow, except for the title matters disclosed to Purchaser and reviewed during Purchaser's Inspection. C. Seller is not a foreign person or entity pursuant to the Foreign Investment In Real Property Act (FIRPA) (Section 1445 of the Internal Revenue Code) and Seller agrees to complete, sign and deliver to Escrow Company a certificate indicating the same. d. Seller has the full right, power and authority to sell and convey the Property to the Purchaser. e. To the best of Seller's actual knowledge, without any independent inquiry, there are no uncured violations of laws, rules, regulations, ordinances, codes or covenants, conditions, restrictions, instructions or agreements applicable to the Property and Seller has not received any notice from any insurance company, governmental agency, or from any other party with respect to any such violations. f. Seller shall maintain and repair the Property so that, at Close of Escrow or possession whichever is sooner, the Property shall be in substantially the same condition as on the Execution Date. 9. No work has been performed or is in progress at the Property and no materials have been furnished to the Property which might give rise to mechanic's, materialman's, or other liens against any part of the Property. h. There are no parties in adverse possession of the Property; there are no parties in possession of the Property except Seller; and no party has been granted any license, lease, or other right relating to the use or possession of the Property. L There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by Seller or pending against Seller which otherwise affect or involve the Property. The parties acknowledge that some transfer may be necessary or reasonably required before Close of Escrow between the Town of Marana and the Town of Marana Municipal Property Corporation, a nonprofit corporation incorporated and existing under the laws of the State of Arizona (the "MPC"). j. There is no default, nor has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default in any contract, mortgage, deed of trust, lease, or other instrument which relates to the property or which affects the Property in any manner whatsoever. k. There are no contracts or other obligations outstanding for the sale, exchange, leasing or transfer of all or any part of the Property. Seller shall not at any time prior to Close of Escrow grant to any person an interest in or lien against the Property. Nothing in this provision or in this Agreement shall affect Seller's authority to transfer the Property to or to receive the transfer of the Property from the MPC at any time between the Execution Date and the Close of Escrow, so long as the status of title received by the Purchaser at Close of Escrow meets the requirements of this Agreement. Seller has not retained the services of a real estate broker regarding this transaction. 8. Purchasees Representations. Purchaser makes the following representations and warranties, to the best of its knowledge and belief and these representations shall survive closing: a. Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms. b. Purchaser has not retained the services of a real estate broker regarding this transaction. 9. Remedies for Default. a. Purchaser's Remedies. If Seller breaches any of the terms or provisions of this Agreement or otherwise defaults under this Agreement, and provided that Purchaser is not in default of its covenants under this Agreement, Purchaser may either: (a) terminate this Agreement by written notice to Seller and Escrow Agent, whereupon (except as otherwise provided herein) neither party shall have any further obligations or liabilities to the other under this Agreement; (b) waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof; or (c) seek recovery of Purchaser's out-of- pocket costs and expenses incurred as a result of Seller's breach; provided, however, that Purchaser hereby expressly waives any right to recover any exemplary, punitive, special, indirect or consequential damages as a result of any default by Seller under this Agreement. Notwithstanding any other terms or conditions of this Agreement, Seller shall not be deemed to be in default under this Agreement unless the breach or default complained of by Purchaser has not been cured within thirty (30) business days after written notice thereof has been given to Seller; however, if such default is capable of being cured but is not reasonably capable of being cured within such thirty (30) business day period, Seller shall not be deemed in default under this Agreement so long as Seller commences the cure within such thirty (30) day period and thereafter diligently pursues such cure to completion within a reasonable period of time. b. Seller's Remedies. If Purchaser breaches any of the terms or provisions of this Agreement and the breach is not cured or substantially cured within 30 days written notice of the breach, Seller shall be entitled to either (a) terminate this Agreement by written notice to Buyer and Escrow Agent, whereupon (except as otherwise provided in this Agreement) neither party shall have any further obligations or liabilities to the other under this Agreement or (b) seek recovery of Seller's out-of-pocket costs and expenses incurred as a result of Purchaser's breach; provided, however, that Seller hereby expressly waives any right to recover any exemplary, punitive, special, indirect or consequential damages as a result of any default by Purchaser under this Agreement C. Attorneys' Fees. If it becomes necessary for either party to employ legal counsel or to bring an action at law or other proceeding to enforce any of the terms, covenants or conditions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its costs and expenses incurred in such action from the other party, including reasonable attorneys' fees set by the arbitrators (or, in the event of any court proceedings, by the Court, but not by a jury), and if any award or judgment is obtained by the prevailing party, all such costs, expenses and fees shall be included in the award or judgment. If both parties are awarded relief, then the award for attorneys' fees shall be apportioned in the discretion of the arbitrators or the Court. 10. Relationship of Parties. Notwithstanding anything in the Agreement to the contrary, this Agreement shall not be construed as making Purchaser or Seller the partner, agent or joint venturer of the other, and the Parties will have no relationship to each other, except as set forth herein as Seller and Purchaser of real property. 11. Notices. a. Each and every notice, demand, request, election or other communication (collectively, "Notices") required or permitted to be given under this Agreement shall be in writing and shall be either personally delivered, mailed with certified or registered postage prepaid, return receipt requested, delivered by a national express courier service, or transmitted by facsimile. All notices will be addressed to Seller or Purchaser, as appropriate, at the following addresses: i. If to Seller: Town of Marana Attn: Town Manager 13251 N. Lon Adams Road Tucson,Arizona 85653 ii. If to Purchaser: Northwest Fire District Attn: Fire Chief 5225 W. Massingale Road Tucson, AZ 85743 Escrow Agent: Pam Tighe Lawyer's Title One South Church Avenue Tucson, AZ 85701 b. The Parties shall be entitled to change their addresses by giving proper notice thereof. If delivered, Notices will be effective upon receipt and, if mailed, Notices will be effective upon earlier of: (i) receipt; or (ii) the second business day after they are first postmarked in the United States. Facsimile notices will be deemed delivered when transmission is acknowledged. 12. As Is Sale. a. Except as expressly stated in this Agreement, Seller is not bound by any prior or contemporaneous verbal or written statement of information pertaining to the Property, its zoning, usability, size, conditions or any other matter. Purchaser acknowledges and agrees that Seller has not made, and Seller hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of the Property, including, without limitation, the water, soil and geology, and the suitability thereof and of the Property for any and all activities and uses which Purchaser may elect to conduct thereon or any improvements thereon or which Purchaser may elect to construct thereon, income to be derived therefrom or expenses to be incurred with respect thereto, or any obligations or any other matter or thing related to or affecting the same, or the manner of construction and condition and state of repair or lack of repair or any improvements located thereon; the existence, nature and extent of any easement, right-of-way, right to possession or use, lien, encumbrance, license, reservation, condition or other matter affecting title to the Property; and (ii) the compliance of the property or its operation with any laws, ordinances, orders, rules or regulations of any governmental or other body. Purchaser acknowledges that having been given the opportunity to inspect the Property, Purchaser is relying solely on his own investigation of the Property and not on any information provided or to be provided by Seller. Purchaser further acknowledges that any information provided with respect to the Property was obtained from a variety of sources and Seller (i) has not made any independent investigation or verification of such information; and (ii) makes no representations or warranties as to the accuracy or completeness of such information. Purchaser agrees to accept the Property and acknowledges that the sale of the Property is made by Seller on an "AS IS, WHERE IS and WITH ALL FAULTS" basis. Purchaser expressly acknowledges, that, in consideration of the agreements of Seller herein, except as otherwise specified herein, SELLER MAKES NO WARRANTY, REPRESENTATION OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, TENANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY. Purchaser hereby waives, releases and discharges on behalf of itself and its successors and assigns any right, claim or cause of action that it has or may acquire against Seller and Seller's component partners, beneficiaries, and employees arising out of or related to the existence of any hazardous substances, wastes, pollutants, or contaminants in, on or about the Property. The acknowledgments and waivers found in this Paragraph will survive the Closing of this transaction. b. Purchaser and Seller acknowledge that a semi-tractor access gate is currently located along the east boundary of the Property. Seller will at its own cost relocate this semi-tractor access gate further south along Starcommerce Way onto the Retained Property. Purchaser and Seller agree and acknowledge that on or before Close of Escrow the legal description of the Property will be modified so that the access road (consisting of about 2,000 square feet along Starcommerce Way at the southeast corner of the Property) leading to the relocated gate will be retained by Seller as part of the Retained Property and the west boundary of the Property will be moved westward so that the Property being conveyed to Purchaser at Close of Escrow consists of two acres. c. Purchaser represents to Seller that it has done an independent evaluation of the Property and is relying on its own expertise to make its determination concerning the purchase of the Property. d. Seller represents that it has no actual knowledge of any hazardous substances, wastes, pollutants or contaminants in or about the Property. e. Purchaser hereby waives, releases and discharges on behalf of himself and his successors and assigns any right, claim or cause of action that he has or may acquire against Seller and Seller's component partners, beneficiaries, and employees arising out of or related to the existence of any hazardous substances, wastes, pollutants or contaminants in, on or about the Property. f. The acknowledgments and waivers found in this Section shall survive the Closing of this transaction. 13. General Provisions. a. If not specified herein or attached hereto as an exhibit, the forms of all documents and instruments required by this Agreement, or reasonably necessary to fully effectuate this Agreement, will be such forms as are customarily used or supplied by the Escrow Agent. b. Time is strictly of the essence of this Agreement and the full and complete performance of each and every provision hereof; provided, however, that if any act required by this Agreement falls due on a date which is a Saturday, Sunday or legal holiday, performance thereof may occur on the next day which is not a Saturday, Sunday, or legal holiday. C. All exhibits referred to in this Agreement are incorporated herein as if fully set forth. d. This Agreement, and all other documents and instruments executed in furtherance or effectuation hereof, will inure to the benefit of, and will be binding upon, Seller and Purchaser and their respective heirs, beneficiaries, personal representatives, successors, and permitted assigns. 14. Offer to Purchase. At least three (3) copies of this Agreement were signed by Purchaser on the date set forth beneath Purchaser's signature and constitute Purchaser's offer to enter into and be bound by this Agreement, which offer shall be irrevocable for ten (10) business days after the date signed by Purchaser. If Seller accepts this Agreement by execution hereof prior to that date, this Agreement shall become fully and completely binding upon Seller and Purchaser without any further act by either Party. Otherwise, this Agreement shall become automatically void and of no effect. 15. Article Headin_qs. The Article headings of this Agreement are inserted as a matter of convenience and reference only, and in no way define, limit or describe the scope or intent of this Agreement or in any way effect the terms and provisions thereof. 16. Waiver. The waiver by any party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, condition or covenant herein contained. Any and all rights, remedies and options given in this Agreement to any party shall be cumulative and in addition to and without waiver of or in derogation of any right or remedy given under any law or hereafter in effect. 17. Supplemental Instruments. The Parties hereto agree to execute any and all documents in order to carry out the intent of this Agreement. 18. Governing Law. The laws of the State of Arizona shall govern the validity, performance and enforcement of this Agreement, and the venue for any actions shall be Pima County, Arizona. 19. Partial Invalidity. If any term, provision, condition or covenant of this Agreement, or the application thereof to any part of circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of such term, provision, condition or covenant to person or circumstances other than those to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20. Use of Pronouns. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural; and, pronouns stated in either the masculine, the feminine or the neuter gender shall included the masculine, feminine and neuter. 21. Entire Aqreement. This Agreement sets forth entire agreement between Seller and Purchaser pertaining to the subject hereof and supersedes any and all prior negotiations, agreements, understandings, and dealings, whether written or oral. No other promises, representations, warranties, assurances, understandings, or agreements have been made by or to, or have been or will hereafter be relied upon by either Purchaser or Seller or any officer, director, partner, broker, sales person, attorney or other person acting for or on behalf of either Purchaser or Seller. 22. Execution by Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature pages. 23. Arbitration. a. If any Dispute cannot be settled between the Parties, the Parties agree to: a) First, engage the services of a mediator and meet with such mediator (without additional counselors or agents) in an attempt to resolve said dispute; and b) Second, in the event mediation fails, the Parties shall agree upon an arbitrator. If the Parties cannot themselves agree upon an arbitrator within ten (10) business days after a written request by either Purchaser or Seller to the other, then Purchaser and Seller shall each choose one arbitrator; these two arbitrators shall then appoint a third arbitrator to hear the dispute. In all instances, arbitrator(s) shall be attorneys with sufficient experience and expertise in real estate law in Pima County, Arizona. A "Dispute" shall include any action, dispute, equity, or otherwise, in any way pertaining to the Agreement to which this Arbitration provisionis attached, or any related agreements, papers, documents, or instruments (the "Agreements"). b. The fees of the arbitrator (including administrative fees, costs and arbitrator compensation) shall initially be paid by and shared equally (Y2 and 1/2) between the Parties, but the prevailing Party shall be awarded its share of the arbitrator's fees against the other Party. The arbitrator shall conduct all proceedings according to Arizona's version of the Uniform Arbitration Act (the "Act") and the Commercial Arbitration Rules of American Arbitration Association ("AAA"), to the extent such rules are not inconsistent with the Act or the provisions of this Addendum. The Uniform Rules of Procedure for Arbitration shall not apply. Moreover, the Arbitrator(s) may alter the proceedings to conform with generally accepted arbitration practice in Pima County, Arizona. C. Discovery may be conducted upon mutual consent, or after motion to and by order of the arbitrator. At a minimum, each Party shall prepare disclosure statements, setting forth the legal theories and factual bases for each claim or defense, listing all intended witnesses and exhibits, and providing a computation and the measure of damage alleged by the disclosing Party. Each disclosure statement shall be made in writing under oath, signed by the Party making the disclosure and delivered to the other Party. All disclosure statements shall be exchanged and all discoveries completed at least fifteen (15) days prior to the arbitration hearing. Before any arbitration takes place, the Parties agree that upon the request of either Party, they will have the arbitrator conduct a "preliminary" hearing (i.e., a separate proceeding prior to the actual arbitration), at which evidence and testimony may be presented and legal briefs may be submitted, including briefs setting forth the applicable statutory or common law methods of measuring damages pertaining to the Dispute. The arbitrator may grant summary judgment if he or she determines no issue of fact exists as to a claim. d. To the extent not decided by summary judgment, the Dispute shall be heard within sixty (60) days after the arbitrator has been selected. The arbitrator shall render his or her decision in writing specifying the factual and legal basis for the decision within thirty (30) days after the conclusion of the arbitration hearing. Upon stipulation of the Parties, or upon a showing of good cause by either Party, the arbitrator may lengthen or shorten the time periods set forth herein for completing discovery, conducting the hearing or for rendering a decision. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and shall award attorneys' fees and costs (including arbitration fees) to the prevailing Party. All statutes of limitation applicable to any Dispute shall apply to any proceeding in accordance with this Arbitration provision. Except as provided below, the decision of the arbitrator shall be final and binding upon the Parties. Judgment to enforce the arbitrator's decision, whether for legal or equitable relief, may be entered in the Superior Court of Pima County, Arizona, and the Parties hereto expressly and irrevocably consent to the jurisdiction of such Court for such purpose. e. The decision of the arbitrator shall be final, binding, conclusive and non- appealable except in the following instance: if the arbitrator fails or is alleged to have failed to properly apply the applicable law to the facts of the Dispute, a Party may appeal the legal (but not the factual) aspects of the decision to a three (3) member panel of arbitrators appointed by the AAA. The appealing Party shall pay all fees and costs of the AAA and such panel. If the appealing Party does not prevail, it will pay the other Party's attorneys' fees and costs incurred in responding to the appeal. No provision of, nor the exercise of any rights under, this Arbitration Addendum shall limit the right of any Party to exercise its legal self-help remedies or obtain provisional or ancillary remedies such as injunctive relief or the appointment of a receiver from a court having jurisdiction. Such rights can be exercised at any time except to the extent such action is contrary to a final award or decision in any arbitration proceeding. This Arbitration provision shall survive any termination, amendment, or expiration of the Agreements. 9. BY SIGNING BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES ARE GIVING UP THEIR RIGHT TO A JURY TRIAL IN FAVOR OF ARBITRATION. 24. Right of First Refusal. If at any time Purchaser offers to sell or is disposed to accept a third party's offer to purchase the Property, or any portion of it, Seller shall be given a reasonable opportunity to purchase the Property for (at Seller's option) either (1) the terms of Purchaser's offer to sell or (2) the terms of the third party's offer to purchase. IN WITNESS WHEREOF, the parties have executed this Agreement as follows: SELLER: Town of Marana, an Arizona municipal corporation BY: Its: Rwr 1) Date: PURCHASER: Northwest Fire District By- 4i4 d"M 1W L?- Cliairman Its. Date: April 22, 2003 EXHIBIT "A" Legal Description of Property LEGAL DESCRIPTION PARCEL A That certain portion of the Southwest quarter Section 36, Township 12 South, Range 12 East, Gila and Salt River Meridian, Pima County, Axizona; more particularly described as follows: Commencing at the southeast comer of the southwest quarter of said Section 36, Thence N 88'24'07" W, along the south line of said southwest quarter, a distance of 314.83 feet, Thence N 01'10'09" E, parallel With and 22.50 feet west of the centerline of Starcornmerce Way as shown in Book 51 of Maps and Plats, at Page 85 thereof, a distance of 1092.14 feet to the POINT OF BEGINNING, Thence N 88'2952" W, along a line parallel with the south line of Block 7, as shown in said Book 51 at Page 85, a distance of 350.00 feet, Thence N 01'10'09" E, a distance of 227.96 feet to the south line of said Block 7, Thence S 88'29'52" E, along said south line, a distance of 462.90 feet to the northwesterly line of the 50 foot strip recorded in Docket 3592 at Page 238 thereof, Thence S 49'15'14" W, along said line, a distance of 34.65 feet to a point of curvature of a tangent curve concave to the southeast, having a radius of 277.50 feet and a central angle of 34'56'00" Thence southwesterly along said to the left, an arc distance of 169.19 feet, Thence S 49'15'14" W, a distance of 3.06 feet, Thence S 01'10'09" W, a distance of 58.76 feet to the POINT OF BEGINNING Said Parcel A contains 87,120 square feet. "(1'- 333o8 Y' GEOFFREY K. , BRIMHALL ', M-It-fla 'a.AM 317K cAt LQ C7 La C, IX a, (]YOH VNI cl EXHIBIT "B" Left Intentionally Blank. R6DR:JGUE7,, RECORDER E RRCORDED BY: NO A DEPUTY RECORDER 1134 PE2 TLATI TmW OF MARMA 13251 H LOW ADAMS RD MARANA AZ 85653 ESCROWNO.: 01255958-024-PI3 AMOUNT PATD $ 10.00 r Fea-EXampt ARS '1? "1; .8 It . ?7 SPACE ABOVE TIHS LJ1'-M FOR RECORDER'S TJS.E Special Warranty Deed For the consideration of Ten Dollars, and other valuable considerations, I or we, Northwest Fire District, a political subdivision do/does hereby convey to Town of Marana Arizona, a municipal corporation the following real property ?ituated in Pbna County, Arizona: See Exhfl)it A attached hereto and made a part hereoE This Deed is delivered to correct that certain Deed recorded ;Ln Docket 12082-.-'aLt Page 8910, records of Fina County, Arizona, which contained an incorrect description. SUBJECT TO, Current taxes and other assessments, reservations in patents and all casements, -rights Of way, encambrances, liens, covenants, conditions, restrictions, obligations, and liabilities as may appear of record- And the Grantor hereby binds itself and its successors to waiTant and defend the title, against all acts of the Grantor herein, and no othe?, subject to the matters set forth. Dated this July 23? 2003 SELLER: No "t e District, apolitical subdivision B - Cleik of the 156'ard Pg: I of 3 DOCKET's 12130 PAGE - 5707 4 No. OF PAGES; 3 SEQUMNCE'. 2003173IG45 09/08/2003 WTDEED 17-31) Z r 0 '0 U**0 MAIL G r7 Escrow No.: 01255958 - 024 - P13 State of AAzona SS This inst-ument was acknowledged before me this letl4i, Cutnty of Pinia day of Lul y,- by. Lee C. Mellor, Clerk of the Board of Northwest Fire District 1 fir Notary P Alic My commission will expire Page 2 of3 Pg: 2 of 3 Exhibit A That portion of the Southwest Quarter of Section 36, Township 12 South, Range 12 East, Gib and Salt River Meridian, Pima County, Arizona, described as follows: Commencing, at the Southeast corner of the Southwest Quarter of said Section 36; Thence North 88 degrees 24 minutes 07 seconds West, along the South line of said Southwest Quarter, a distance of 314.83 feet; . Thence North 01 degrees 16 minutes 09 seconds East, parallel with and 45.00 feet West of the West line of Blocks 1, 3 and 4 of Ina Road Model Home Center as shown in Book 51 of Maps and Plats at page 85 thereof, a distance'of 1092.14 feet to the POINT OF ]BEGINNING; Thence North 88 degrees 29 minutes 52 seconds West, along a Une parallel with the South line of said Block 7, a distance of 350.00 feet; Thence North 01 degrees 10 minutes 09 seconds East, a distance of 227.96 feet to the Soutb line of said Block 7; Thence South 88 degrees 29 minutes 52 seconds East, along said South line, a disuince of 462.00 feet to the Northwesterly line of tl?e 50-foot strip deseribed in Docket 3592 at page 238; Thence South 49 degrees 15 minutes 14 seconds Wes4 along said So oth. line, a distance of 34.65 feet to a point of curvature of a taagent curve concave to the Southeast, having a radius of 277.50 feet and a central angle of 34 de.-rm 56 minutes 00 seconds; I Thence Southwesterly along said curve to the left, an arc distance of 169.19 feet; Thence South 49 degrees 15 minutes 14 seconds West, a distance of 3.06 feet; Thence South 01 degrees 10, minutes 09 seconds West, a distance of 58.76 feet to the POINT OF BEGINNING. 1 2 I Pg: 3 of 3 AFFIDAVIT OF PROPERTY VALUE SEE RESERVE SIDE FOR APPLICABLE STATUTES AND EXEMPTIONS This form has been approved by the Arizona Department of Revenue pursuant to A.R.S.§ 11-1133 1. ASSESSOR'S PARCEL NUMBER(s) (Primary Parcel Number) 9. FOR OFFICIAL USE ONLY (buyer and seller leave blank) (a) - 226-35-0080 (a) County of Recordation: BOOK MAP PARCEL SPLIT Does this sale include any parcels that are being split/divided? Check one: Yes [3 No 0 (b) How many parcel numbers, other than the primary parcel number, are included in this sale? List the additional parcel numbers (up to 4) below. (c) 226-35-0110 (d) 2. SELLER'S NAME & ADDRESS: -Town of Marana Arizona 13251 N. Lon Adams Rd. Marana, AZ 85653-9723 3. BUYER'S NAME & ADDRESS: Northwest Fire District 5225 W. Massinglae Rd. Tucson, AZ 85743 Buyer and Seller related ? Yes 0 No E1 If yes, state relationship: 4. ADDRESS OF PROPERTY: Vacant Land Tucson.AZ 5. MAIL TAX BILL TO: Northwest Fire District 5225 W. Massingale Rd. Tucson,, AZ 85743 6. TYPE OF PROPERTY (Check one): a. 0 Vacant Land f. 0 Commercial/Industrial b. E3 Single Family Residence, g. 13 Agriculture other than Mobile Home h. 13 Mobile Home c. 13 Condo/Townhouse 1. 13 Other Use, Specify: d. 13 2-4 Plex e. 0 Apartment Building 7. RESIDENTIAL BUYER'S INTENDED USE Answer if you checked b, c, d, or h above (check one): See reverse side for definition of a "family member." 13 To be occupied by owner or El To be rented to someone "family member." other than "family member." 8. PARTY COMPLETING AFFIDAVIT (Name, Address & Phone) Town of Marana Arizona 13251 N. Lon Adams Rd. Marana, AZ 85653-9723 Phone (b) (b)Docket & Page Number: (c) Fee/Recording Number: (d) Date of Recording: Assessor/DOR Validation Codes: (e) Assessor I Use code: (f) DOR 10. TYPE OF DEED OR INSTRUMENT (Check One): a. E3 Warranty Deed d. 13 Contract or Agreement b. 0 Special Warranty Deed e. 11 Quit Claim Deed c. 13 Joint Tenancy Deed f. 13 Other 11. TOTAL SALES PRICE: $ 214,400.00 12. PERSONAL PROPERTY (see reverse for definition): Did the buyer receive any personal property that has a value greater than 5% of the sales price? (a) Yes 0 No 0 If yes, briefly describe: Approximate value: (b) 13. DATE SALE: September, 2003 Month/Year NOTE: This is the date of the contract of sale. If you are recording title in fulfillment of a previously recorded contract, you need not complete this affidavit.(see A. 1. on reverse). 14. CASH DOWNPAYMENT:$ 214,400.00 15. METHOD OF FINANCING: a. 21 Cash e. 0 New Loan(s) from financial institution: b. 11 Exchange or trade (1) 11 Conventional (2) 11 VA (3) 0 FHA C. El Assumption of existing f. El Other, explain loan(s) d. 0 New loan from seller (Seller Carryback) 16. PARTIAL INTERESTS: Is only a partial interest being transferred? For example: Y4 (.25) or 1/2 (.50) Yes 0 No Rf If yes, explain 17. ADDITIONAL INFORMATION (CHECK ALL THAT APPLY): 0 Affixed Mobile Home 11 Other: Number of Units: (Apartment, Motel, Mobile Home Park) 18. LEGAL DESCRIPTION (attach copy if necessary): See Exhibit A attached hereto and made a part hereof. IME UNU/,Kb1(3NEU BEING DULY SWORN, ON OATH, SAYS THAT THE FOREGOIN ?PT ST)N7TM F THE FACTS PERTAINING TO THE TRANSFER OF THE ABOVE DE Signature of Seller/Agent _??ignature of Buyer/Agent State of Arizona, Co t' of vlr",- State of Arjzona,,,CQWj) Subscribed and sW, -to, before me this MATION IS A TRUE AND CORRECT a (7 Mllp;v T day of14,):& 5EAL V of Notary Public ONA Notary Public F. ANN RODRIQU-B?, RECORDRR D - OCKET: IZ130 R RECORM BY; MM PAGE: 5710 A DEP= RECORDBR ND. OP PAG ES2 3 9 1134 P32 SEQZWCE 20031731046 T MATT 1 09/08/2003 S NORtEW 9T VIRE DISTRICT WDEED 17:30 1 5225 W MASSINGALE RD ArIFIDAVIT D TUCSON AZ 35743 MAIL E ESCROWN0.: 01255958-024-PI3 AMOUNT PA-TD $ 12.00 SPACE ABOVE TFUS LINE FOR RECORDER'S USE Special Warranty Deed For the consideration of Ten Dollars, and other valuable considerations, I or we, Town of Maraina Arizona, a municipal corporation do/does hereby convey to Northwest Fire District, a political subdivision the following real property situated 'in Pima County, Arizona: I . See Exhibit A attached hereto and made a part hereof. SU13JECTTO: Cuirent taxes and other assessments, reservations in patents and all easements, rights of way, encumbrances, Rem, covenants, conditions, restrictions, obligations, and liabilities as may appear of record. And the Grantor hereby biT)ds itself and its successors to warrant and defend the title, against aft acts of the Grantor herein, and no other, subject to the matters set forth, Dated this July 23, 2003 SELLER: Town of Marana Arizona, a municipal corporation B?. Xoy Cuaron, Finance Director I Pg: I of 3 0 S 0 EscrowNu,: 01255958 - 024 - P13 State of Arizona ss This iusb-urnent was acknowledged before me this c-2.3 County of Pima day of July, 2003 by. Roy Cuaron, Finance Director for Town on Marana -A AAdf. k&44a441- NoLy Pubhe My cormiission w1l NOTAI;Y PUBLIC -STAT5 OF ARIZONA County oi Pirna L)JANF- MANGIALARDI -7-04 .0willmffinj Expwes 03,1 Page 2 of3 Pg: 2 of 3 E)U?MIT "A!' THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSH1F 12 SOUTR RANGE 12 EAST, GILA & SALT RIVER MERIDIAN, PDvfA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF SAM SECTION 36; THENCE NORTH 88 DEGREES 24 MINUTES 07 SECONDS WEST, ALONG THE SOUTH LINE OF SAID SOUTHWEST QUARTER, A DISTANCE OF 314.93 FEET; THENCE NORTH 01 DEGREES 10 MINUTES 32 SECONDS EAST, PARALLEL WITH AND 45.00 FEETWEST OF THE WEST LINE OF BLOCKS 1, 3 AND 4 OF INA ROAD MODEL HONE CENTER AS SHOWN IN BOOK 51 OF MAPS AND PLATS AT PAGE 85 THEREOF, A DISTANCE OF 1092,14-7 THENCE NORTH 88 DEGREES 29 MINUTES 52 SECONDS WEST, ALONG A LINE PARALLEL WITH THE SOUTH LM OF BLOCK 7 AS S14OWN TN SAID BOOK 51 AT PAGE 85, A DISTANCE OF 25-00FEFT, TO THE POINT OPMEGINNING, THENCE CONTINUING ALONG SAID LINE, A DISTANCE OF 328.22 FEET; THENCE NORTH 01 DEGREES 10 MINUTES 09 SECONDS EAST, A DISTANCE OF 227.96 FEET TO THE SOUTH LINE OF SAID BLOCK 7; THENCE SOUTH 88 DEGREES 29 MINUTES 52 SECONDS EAST, ALONG SAID SOUTH LINE, A DISTANCE OF 466-12 MET TO TEE NORTHWESTERLY LINE OF THE 50-FOOT STRIP R'ECO RD ED IN DOCKET 3592 AT PAGE 238 THEREOF; THENCE SOUT14 49 DEGREES 15 M)NUTES 14 SECONDS WEST, ALONG SAID NORTKWESTERLY LINE, A MSTANCE OF 34.65 FEET TO A POINT OF CURVATURE OF A TANGENT CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 277.50 FEET AND A CENIRAL ANGLE OF 34 DEGREES 56 MINUTES 00 SECONDS1 THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 169,19 FEET; THENCE S49P 15'14"W A DISTANCE OF 3.06 FEET; THENCE SOUTH 49 DEGREES 15 MINUTES 14 SECONDS WEST, A DISTANCE OF 3.06 FEET; THENCE SOUTH 24 DEGREES 16 MINUTES 06 SECONDS WEST, A DISTANCE OF 63.72 FEET TO THE POINT OF BEGENINING. i 5 I Pg: 3 of 3 F. ANN RODRIGUEZ, RECORDER R33CORDED BY: GPL A DEPUTY RECORDER S 1008 PE2 T TLATI S NORTRWEST FIRE 131STRICT 1 3225 W MUSTNGALF RD D TUCSON AVS 85743 E I - CM?5 t%x- U.J7.Wzy ESCROW NO.: 01255958 - 024 - P13 AMOUNT PAID 12.00 SPACE ABOVE TM L11SM FOR RECORDER'S USE Special Warranty Deed For the consideration of Ten Dollars, and other valuable considerations, I or we, Town of Marana Arizona, a municipal corporation do/does hereby convey to Northwest Fire District, a political subdivision the following real property situated in Pima County, Arizona: See Exhibit A attached hereto and made a part hereot SUBJECT TO: CuTrent taxes and other assessments, reservations in patents and all easements, rights of way, encumbrances, liens, covenants, conditions, restrictions, obligations, and liabilities as may appear of record. And the Grantor hereby binds itself and its successors to warrant and defend the title, against all acts of the Grantor herein, and no other, subject to the matters set forth. Dated this 27th day of June, 2003 SELLER: Town of Marana, Arizona, a municipal corporation 1;a? ? /' le;4 By: / I Pg: I of 3 DOCZET. 12032 PAGE; 893.0 NO. OF PA099; 3 SEQUENCS: 20031251116 06/30/2003 17:30 APPIDAVIT VAIL 1 2 0 a 2 R EscrowNo.: 01255958 - 024 - P13 State of ATizona ss This instrument was acknowledged beforeme this County of Pima day of (,k A) A by. 0/-),r OrFICiAL SF-AL TY OT Y PU BLI IZON IBAREBIARA J. WARE W & 7P M My C a Mm EX9 j an a 2006 C-ARIZONA P 1 4 CO TY Notary Public EI@NOTARY =PUBLI PINAA COUN Y COMM. EXP- Jan. 18, 2006 My commission will expire Page 2 of 3 Pg: 2 of 3 Exhibit A That portion of the Southwest Quarter of Section 36, Township 12 South, Range 12 East, Gila and Salt River Meridian, Pima County, Arizona, described as follows: Commencing at the Southeast corner of the Southwest Quarter of said Section 36; Thence North 88 degrees 24 minutes 07 seconds West, along the South line of said Southwest Quarter, a distance of 314.83 feet; Thence North 01 degrees 10 minutes 09 seconds East, parallel with and 45.00 feet West of the West line of Blocks 1, 3 and 4 of Ina Road Model Home Center as shown in Book 51 of Maps and Plats at page 85 thereof, a distance of 1092.14 feet to the POINT OF ]BEGINNING; Thence North 88 degrees 29 minutes 52 seconds West, along a line parallel with the South line of said Block 7, a distance of 350.00 feet; Thence North 01 degrees 10 minutes 09 seconds East, a distance of 227.96 feet to the South line of said Block 7; Thence South 88 degrees 29 minutes 52 seconds East, along said South line, a distance of 462.00 feet to the Northwesterly line of the 50-foot strip described in Docket 3592 at page 238; Thence South 49 degrees 15 minutes 14 seconds West, along said South line, a distance of 34.65 feet to a point of curvature of a tangent curve concave to the Southeast, having a radius of 277.50 feet and a central angle of 34 degrees 56 minutes 00 seconds, Thence Southwesterly along said curve to the left, an are distance of 169.19 feet; Thence South 49 degrees 15 minutes 14 seconds West; a distance of 3.06 feet; Thence South 01 degrees 10 minutes 09 seconds West, a distance of 58.76 feet to the POINT OF BEGINNING. 9 3 9 1 2 I Pg: 3 of 3 FIDAVIT OF PROPERTY VAL.,-E SEE RESERVE SIDE FOR APPLICABLE STATUTES AND EXEMPTIONS This form has been approved by the Arizona Department of Revenue pursuant to A.R.S.§ 11-1133 1. ASSESSOR'S PARCEL NUMBER(s) (Primary Parcel Number) 1 1 9. FOR OFFICIAL USE ONLY (buyer and seller leave blank) (a) - 226-35-0080 (a) County of Recordation: BOOK MAP PARCEL SPLIT I Does this sale include any parcels that are being split/divided? Check one: Yes 0 No 0 (b) How many parcel numbers, other than the primary parcel number, are included in this sale? List the additional parcel numbers (up to 4) below. (c) 226-35-0110 (d) (e) M 2. SELLER'S NAME & ADDRESS: Town of Marana Arizona 13251 N. Lon Adams Rd. Maran AZ 85653-9723 3. BUYN'S NAME & ADDRESS: Northwest Fire District 5225 W. Massinallae Rd. Tucson, AZ 85743 Buyer and Seller related ? Yes 0 No 0 If yes, state relationship: 4. ADDRESS OF PROPERTY: AZ 5. MAIL TAX BILL TO: Northwest Fire District 5225 W. Massinnale Rd. Tucson., AZ 85743 6. TYPE OF PROPERTY (Check one): a. 0 Vacant Land f. 13 Commercial/Industrial b. 13 Single Family Residence. g. 0 Agriculture other than Mobile Home h. 13 Mobile Home c. 13 Condo/Townhouse 1. 0 Other Use, Specify: d. 0 2-4 Plex e. 0 Apartment Building 7. RESIDENTIAL BUYER'S INTENDED USE Answer if you checked b, c, d, or h above (check one): See reverse side for definitfon of a 'Yarnfly member." 13 To be occupied by owner or 13 To be rented to someone "family member." other than "family member." 8. PARTY COMPLETING AFFIDAVIT (Name, Address & Phone) Town of Marana Arizona 13251 N. Lon Adams Rd. Marana, AZ 85653-9723 Phone (b) (b)Docket & Page Number: (c) Fee/Recording Number: _ (d) Date of Recording: Assessor/DOR Validation Codes: (e) Assessor I (f) DOR I Use code: 10. TYPE OF DEED OR INSTRUMENT (Check One): a. E3 Warranty Deed d. 0 Contract or Agreement b. R1 Special Warranty Deed e. 13 Quit Claim Deed c. 0 Joint Tenancy Deed f. 13 Other 11. TOTAL SALES PRICE: $ 214,400.00 12. PERSONAL PROPERTY (see reverse for definition): Did the buyer receive any personal property that has a value greater than 5% of the sales price? (a) Yes 0 No 0 If yes, briefly describe: Approximate value: (b) $ 13. DATE SALE: June 30, 2003 Month/Year NOTE: This is the date of the contract of sale. If you are recording title in fulfillment of a previously recorded contract, you need not complete this affidavit.(see A.I. on reverse). 14. CASH DOWNPAYMENT:$ 214,400.00 15. METHOD OF FINANCING: a. 0 Cash e. 11 New Loan(s) from financial institution: b. 13 Exchange or trade (1) 11 Converdional (2)[3 vA (3) [3 FHA c. El Assumption of existing f. 11 Other, explain loan(s) d. 0 New loan from seller (Seller Carryback) 16. PARTIAL INTERESTS: Is only a partial interest being transferred? For example: 114 (.25) or Y2 (.50) Yes 0 No -0 If yes, explain 17. ADDITIONAL INFORMATION (CHECK ALL THAT APPILY): 13 Affixed Mobile Home 13 Other: Number of Units: -_ (Apartment, Motel, Mobile Home Park) 18. LEGAL DESCRIPTION (attach copy if necessary): See Exhibit A attached hereto and made a part hereof. THE UNDERSIGNED BEING DULY SWORN, ON OATH, SAYS THAT THE FOREGOING INFORMATION STATEMENT OF THE FACTS PERTAINING TO THE TRANSFER OF THE ABOVE DESCRIBED PROPERTY. Sign9rure of Sellerh ent Signature of Buyer/Agent Stath of Arizona, County of J44- State of Arizona, County of Subscrit is Subscribed and sworn to before me this day of 2003 - day of _, 20 Notary Notary Public BARBARA J. VVAmr- NOTARY PUBLIC-ARIZONA PIMA COUNTY U*1 y Comm, Exp. Jan. 18. 2006 M IS A TRUE AND CORRECT (a FIDAVIT OF PROPERTY VAL -E SEE RESERVE SIDE FOR APPLICABLE STATUTES AND EXEMPTIONS This form has been approved by the Arizona Department of Revenue pursuant to A.R.S.§ 11-1133 ASSESSOR'S PARCEL NUMBER(s) (Primary Parcel Number) 9. FOR OFFICIAL USE ONLY (buyer and seller leave blank) 226-35-0080 (a) County of Recordation: BOOK MAP PARCEL SPLIT Does this sale include any parcels that are being split/divided? Check one: Yes 0 No 0 (b) How many parcel numbers, other than the primary parcel number, are included in this sale? List the additional parcel numbers (up to 4) below. 226-35-0110 (d) (b) (b)Docket & Page Number: (c) Fee/Recording Number: (d) Date of Recording: Assessor/DOR Validation Codes: (e) Assessor I (f) DOR I Use code: 2. SELLER'S NAME & ADDRESS: 10. TYPE OF DEED OR INSTRUMENT (Check One): Town of Marana Arizona a. 13 Warranty Deed d. 13 Contract or Agreement 13251 . Lon Adams Rd. b. 0 Special Warranty Deed e. 13 Quit Claim Deed Marana, AZ 85653-9723 c. [3 Joint Tenancy Deed f. [3 Other 3. BUYER'S NAME & ADDRESS: 11. TOTAL SALES PRICE: $ 214,400.00 Northwest Fire District 5225 W. Massinalae Rd. 12. PERSONAL PROPERTY (see reverse for definition): Tucson, AZ 85743 Did the buyer receive any personal property that has a value greater Buyer and Seller related ? Yes 0 No 0 than 5% of the sales price? If yes, state relationship: (a) Yes 0 No 0 If yes, briefly describe: 4. ADDRESS OF PROPERTY: Approximate value: (b) $ - AZ 13. DATE SALE: June 30, 2003 Month/Year 5 MAIL TAX BILL TO: NOTE: This is the date of the contract of sale. If you are recording title in . Northwest Fire District fulfillment of a previously recorded contract, you need not complete this 5225 W. Massingale Rd. affidavit. (see A. 1. on reverse). - Tucson- AZ 85743 14. CASH DOWNPAYMENT:$ 214,400.00 6. TYPE OF PROPERTY (Check one): 15. METHOD OF FINANCING: a. 0 Vacant Land f. 0 Commercial/industrial a. 9 Cash a. [3 New Loan(s) from financial institution: b. [3 Single Family Residence. g. 0 Agriculture b. 0 Exchange or trade (1) [3 Conventional (2) 0 VA (3) 0 FHA other than Mobile Home h. 0 Mobile Home C. 13 Assumption of existing f. E3 Other, explain c. 0 Condo/Townhouse i. 0 Other Use, Specify: loan(s) d. 0 2-4 Plex d. E3 New loan from seller e. 13 Apartment Building (Seller Carryback) 16. PARTIAL INTERESTS: Is only a partial interest being transferred? 7. RESIDENTIAL BUYER'S INTENDED USE For example: % (.25) or Y2 (.50) Yes 0 No 0 Answer if you checked b, c, d, or h above (check one): If yes, explain See reverse side for derinition of a "family member.' 0 To be occupied by owner or E3 To be rented to someone 17. ADDITIONAL INFORMATION (CHECK ALL THAT APPLY): "family member." other than "family member." [3 Affixed Mobile Home 13 Other: 8. PARTY COMPLETING AFFIDAVIT (Name, Address & Phone) Number of Units: (Apartment, Motel, Mobile Home Park) Town of Marana Arizona 18. LEGAL DESCRIPTION (attach copy if necessary): 13251 N. Lon Adams Rd. See Exhibit A attached hereto and made a part hereoL Marana,AZ 85653-9723 Phone THE UNDERSIGNED BEING DULY SWORN, ON OATH, SAYS THAT THE FOREqQINP INFORMATION IS A TRUE AND CORRECT STATEMENT OF THE FACTS PERTAINING TO THE TRANSFER OF THE ABOVVE D j9ED PROPE TY. Signature of Seller/Agent Si ture of Buyer/Agent State of Arizona, County of State of Arizona, County of PiMa Subscribed and sworn to before me this Subscribed and sworn to before me this day of _ 20 - Notary Public 2 7 th day of June 2003 Vendor:8355 LAWYERS TITLE Invoice# Date Description Distribution Amount ------------------------------------------------------------------------------- 10/16/2003 Refund Escrow 01255958-024-P13 2,000.00 101-000-361.000 2,000.00 ---------------------- Check Amount Total : 2,000.00 Date: 10/17/2003 Check#: -.53034 TONIIN OF NLkF-ANA - \1AR_-kNA. ARIZONA 85653 THE STOCKMEN'S BANK MARANA BRANCH 053034 TOWN OF 1853 WEST MARANA ROAD Date: 10/17/2003 1 _2 5 11 N 0 R T19 L ON A D.-VNI S R D. MARANA. AR20NA 8SC53 ,\SAR.-%,'\A. ARIZON.-k S5653 $2,000.00 DAY THOUSAND DOLLARS ?&D 00 CENTS* LAWYERS TITLE _OTH=_ ONE S. CHURCH SUITE 1800 )=;D=_=; TUCSON AZ 85701 OF 1110S3031,118 1:122LOS01,S11: 240 1000 2L. Lill - I - - - - . V? YAZ? V 4U VILV 01 Vi. Lanil;'AZ) il?-- Ai? LAWYERS TITLE OF ARIZONA INC. One South Church, Sulte 1800 Tucson, Az 85701 Lawyoers Title Phone: (520) 740-0424 Fax: (520) 740-0436 FACSIMILE TRANSMISSION W-j vv? TO: Roy FROM: Shelly Sanders AT: Town of Marana DATE: October 16,2003 FAX NO.: 682.2654 RE: NW Fire District We are transmitting I pages indu&g this cover leticr. Escrow #: 0125S958-024-P13 MESSAGE: To follow are copies of the amended closing statements for your records. This is correcting the sales price to be S212,400.00. With this correction, the amount due escrow is S2,000-00. This amount will be refunded to the buyers herein. Please Issue a check made payable to Lawyers Title of Arizona. We can have the check picked up as soon as it is available. I If you have any questions or if I can be of further assistance, please call me. If you have any problems with the reception of this transmittal, please contact Our TCCCpfi0ni5t at (520) 740-0424, or you may contact the sender. CAUTION THE TKFORMATION CONTAINED IN THIS FACSIMILE MRssA0E IS CLIENT PRLvnxrAM AND CONFIDENriAL wFoRmAnoN 124iENDED FOR THr USE OF THE INDIVIDUAL OR ENT17Y NAMED ABOVE IF THE READER OF THIS NTMAGE IS NOT THE INTENDED RECIPIENT, OR THE PMPWY17, OR AGENT PM SPONSIBLI! TO DELAFER IT TO THE INTI24DED RECIPLENT, YOU ARE HEREBY NOTHM MATANY DISSEMNATION. DISTRIBUTION, COFfW0 OR UNAUTHOMED USE OF THIS CON%WMCATION IS S'r PRORWYM. IF YOU ??X IIAVERECEIND THIS COMMUNICATION IN 1?kROF4 PLEASE RANIEDL&TELY NOTIFY US BYTELEPHONE AND RETIMN THE ORIGINAL NESSAGE TO TUS AT THE ADDRESS BELOW VIA U.S. PO9rAL SERVICE THANK YOU facovol JU/15/ZUU3 IX:U4 kA.1 520 t5ZJ Z7UZ LAWXhKb illLr, AL LAWYERS TITLE OF ARIZONA, INC. One Sout Clurch Tucson, Az 95701 (520) 740-0424 SELLERS CLOSING STATENWNT AMENDED Sefler: Town of Ma r2na Arizona Propcrty- Mnrana, AZ TOTAL CONSIDERATION: Total Consideration ESCROW CHARGES: ftcraw Fee to Lawyers Title of Arizona, Inc. TITLE CHARGES: Owners Policy to Lawyers TO* of Arizona, Inc. Sub Tofth Proceeds Due Seller Totals Town ofMarana, Arizona, a municipal corporation 134crow No: 0 1255959-024 P 13 Clow Dak: 06rM003 Prorauon D=-. 06/MOO Date Prepare& 10/16/2003 292.50 930.00 212,400.00 1,182.50 212,40D.DO 211,217.50 212,400.00 212AN.00 By. 13251 N. Lon Adams Road Marana, AZ 85653 520-682-3401 520-682-2654 Fax - llrtno To: Pam Tighe MARANA =/ I \ TOWN OF MARANA From: Frank Cassidy, Town Attorney Fax: 740-0436 Pages: 3 Phone: 740-0424 Date: July 22, 2003 Re: NW Fire/Fleet Maintenance Property Legal El Urgent 11 For Review El Please Comment El Please Reply El Please Recycle o Comments: Pam, I got your message. Here's my previous fax, with the legal description. (I didn't print out a confirmation - maybe it didn't go through the first time....) Give me a call if you need anything else. --Frank L-_ PARCEL "A " That certain portion of the Southwest Quarter Section 36, Township 12 South, Range 12 East, Gila and Salt River Meridian, Pima County, Arizona; more particularly described a's follows: Commencing at the Southeast Corner of the Southwest Quarter of said Section 36; Thence N88*24'07"W, along the South Line of said Southwest Quarter, a distance of 314.83 feet; Thence N01*10'09"E, parallel with and 45.00 feet west of the West Lime of Blocks 1, 3 and 4 of Ina Road Model Home Center as shown in Book 51 of Maps and Plats, at Page 85 thereof, a distance of 1092.14 feet; Thence N88*29'52"W, along a line parallel with the South Line of Block 7, as shown in said Book 51 at Page 85, a distance of 25.00 feet to the POINT OF BEGINNING; Thence continuing along said line, a distance of 328.22 feet; Thence N01*10'09"E, a distance of 227.96 feet to the South Line of said Block 7; Thence S88*29'52"E, along said south Line, a distance of 466.12 feet to the Northwesterly Line of the 50 foot strip recorded in Docket 3592 at Page 238 thereof; Thence S49'15'14"W, along said .line, a distance of 34.65 feet to a point of curvature of a tangent curve concave to the Southeast, having a radius of 277.50 feet and a central angle of 34*56'00"; Thence Southwesterly along said curve to the left, an arc distance of 169.19 feet; Thence S49*15'14"W a distance of 3.06 feet; Thence S24'16'06"W a distance of 63.72 feet to the POINT OF BEGINNING. Said Parcel "A" contains 87119.60 square feet (2.00 Acres, more or less) NOTE: LEGAL DESCRIPTION OF PARCEL "A" IS BASED UPON LEGAL DESCRIPTIONS OF PARCEL 1, 2 & 3 PER SPECIAL WARRANTY DEED EXHIBIT 'A' ORDER NO. 00222819 FROM TRICO ELECTRIC COOPERATIVE TO TOWN OF MARANA SHEET 1 OF 1 x co 40 Vi I CD pe) ID CDP 04 NC M .1 ?! >