Agenda Number 5.c.

CONTACT: Cal Pepper Tom McCann Supervisor, Lands and Records 623.869.2343 623.869.2272 tmccann@cap-az.com cpepper@cap-az.com MEETING DATE: June 2, 2011 AGENDA ITEM: Authorization to Purchase a 6.7 Acre Vacant Land Parcel Located on

5110 South Spencer Avenue, Tucson, Pima County, Arizona for Approximately $90,600 plus an Additional $9,600 (10%) for Contingencies (totaling $100,200)

RECOMMENDATION: Staff recommends that the Board of Directors approve the acquisition of a 6.7 acre parcel located at 5110 South Spencer Avenue, Tucson, Pima County, Arizona between Wyoming Street and Utah Street and authorize the General Manager, or his designee, to execute an agreement up to $90,600, plus an additional $9,600 (10%) for contingencies (totaling $100,200). FINANCIAL IMPLICATIONS:

Impact on Capital Budget: $0

Capital Budget Budget Year

Amount Requested Amount Included in the Budget

(Over) / Under Budget

2011 $100,200 $0 ($100,200) Additional spending authority requested

: $0

The Project Steering Committee will manage this purchase within the current approved capital budget. This purchase is projected to occur in 2011, although funds were not included in the 2011 Capital Budget. However, current projections indicate that sufficient spending authority exists within the total capital budget to fund this purchase.

Impact on Reserves: No significant impact.

Impact on Rates/Revenues: No significant impact.

RELEVANT POLICY, STATUTE OR GUIDING PRINCIPLE: · CAWCD Purchasing Policy · 2010 Strategic Plan: Effectively Operate and Maintain CAP Assets

PREVIOUS BOARD ACTION/ACTIVITY: None ISSUE SUMMARY/DESCRIPTION: CAWCD has a 100' wide buried pipeline easement under this 6.7 acre parcel. This easement which was granted in 1988 also crosses 12 other privately owned parcels west of Spencer Avenue. We have encountered encroachment issues on CAWCD easement property for a number of years.

This property was recently listed for sale. The purchase of this property would give CAWCD the full bundle of rights on this parcel. Attached is a "Draft" Purchase and Sale Agreement currently being negotiated for the purchase of this property.

The acquisition of this property is important because it will allow CAWCD to use this property as a staging area during maintenance outages, communication cable replacement or other work to the pipeline in the future.

It would also prevent future encroachments, allow additional land for a staging area, and keep other potential buyers from acquiring the property and encroaching on the CAWCD easement. SUGGESTED MOTION: I move that the Board of Directors approve the acquisition of the 6.7 acre parcel located at 5110 South Spencer Avenue, Tucson, Pima County, Arizona between Wyoming Street and Utah Street and authorize the General Manager, or his designee, to execute an agreement up to $90,600, plus an additional $9,600 (10%) for contingencies (totaling $100,200). Attachment.

Agenda Number 5.c. Attachment 1.

C:\Documents and Settings\mthomas\Local Settings\Temporary Internet Files\Content.Outlook\SWC5CG9S\counter#1complete(2)

(2).docx

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT FOR PURCHASE AND SALE OF PROPERTY “Agreement” is made

this __________ day of _____________ , 2011 between the Central Arizona Water

Conservation District, a political subdivision of the State of Arizona (“CAWCD” or “Buyer”)

and Richard C. Williamson, in his capacity as Conservator for Roger Saufley, an adult

incapacitated and protected person (“Seller”). CAWCD and Seller may individually be

referred to in this Agreement as a “Party” or collectively as the “Parties.”

RECITALS

A. Seller is the owner of certain real property located on 5110 South Spencer Avenue,

Tucson, Pima County, Arizona, consisting of approximately (6.7) acres of vacant

land (“Real Property”), as more particularly described on Exhibit “A” and shown on

Exhibit “B” attached to this Agreement.

AGREEMENT

For good and valuable consideration the receipt of which is hereby acknowledged, the Parties

agree as follows:

1. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, Seller agrees to sell to

CAWCD and CAWCD agrees to purchase from Seller the vacant Real Property as more

particularly described on Exhibit “A” attached to this Agreement.

2. PURCHASE PRICE

2.1 The purchase price for the Real Property is Ninety Thousand Six Hundred Dollars

($90,600), subject to proration and adjustment as provided herein. The purchase

price shall be payable in immediately available funds or wire transfer funds at the

Closing (defined below).

2.2 CAWCD shall open an escrow with Fidelity National Title Insurance

Company, 6245 E. Broadway Blvd, Suite 200, Tucson, Arizona 85710 (“Escrow

Agent”) on the date this Agreement is fully executed (“Contract Date”). Earnest

Money in the amount of Five Thousand Dollars ($5,000) shall be delivered to the

Escrow Agent within forty-eight (48) hours of execution of this Agreement. Earnest

Money shall be delivered in immediately available funds or wire transfer funds. Earnest

Money shall be credited against the Purchase Price at Closing unless otherwise

provided for in this Agreement.

2.3 CAWCD shall have the property appraised by an independent appraiser to

determine the fair market value of the property. A copy of the appraisal shall be

delivered to Seller within five (5) days of Buyer’s receipt of the appraisal. This

2

Agreement is subject to the Real Property appraising at the contract sales price

plus or minus ten percent (10%). If the Real Property appraises for greater than

ten percent (10%) less than the contract price, this contract may be canceled by

Buyer. If the Real Property appraises for greater than ten percent (10%) more than

the contract price, this contract may be canceled by Seller. If either Party has the

right to cancel this contract because it appraises ten percent (10%) more or less

than the contract price, as the case may be, such Party shall exercise its right to

cancel in writing (the “Cancellation Notice”) and deliver the Cancella tion Notice

to the other Party and Escrow Agent within ten (10) days of its receipt of the

appraisal or such Party’s right to cancel because of the appraised value shall

terminate.

2.4 The Earnest Money shall be paid to: (a) Seller in the event either (i) upon

successful closing or the purchase of the Real Property in which event the Earnest

Money shall be applied toward the Purchase Price or (ii) CAWCD’s breach of this

Agreement; or (b) CAWCD in the event either; (i) Seller defaults under this

Agreement after receiving twenty (20) days’ prior written notice of the default or

(ii) CAWCD cancels this Agreement pursuant to the terms contained herein.

3. TITLE

3.1 CAWCD shall obtain a Title Report at CAWCD’s cost and expense. The

Title Report must show Seller to be vested with good, marketable and insurable,

fee simple title to the Real Property, free and clear of all liens and encumbrances

except the standard printed exceptions, taxes for the year 2011 and subsequent

years. CAWCD must confirm that the condition of title as described in this Section 3.1 is

the standard of marketable title that Seller shall deliver at the Closing and if Seller

delivers such title then the title will be satisfactory and acceptable to CAWCD.

3.2 A survey of the Real Property (the “Survey”) shall be prepared at Seller’s sole

cost and expense. Seller agrees to provide the Survey to CAWCD upon signing of

this Agreement. The survey shall: (i) reflect the actual dimensions of, and area

within, the Real Property, the location of any easements, setback lines, encroachments, or

overlaps and the outside boundary lines of all improvements; (ii) identify recording

reference all easements, setback lines, and other matters referred to on the Title

Commitment, as defined below; (iii) reflect, that there is access to and from the Real

Property from a publicly dedicated street or road; (iv) reflect any area within the

Real Property that has been designated by the Federal Insurance Administration,

the Army Corps of Engineers, or any other governmental agency or body as being

subject to special, or increased flooding hazards; and (v) include a Surveyors

Certification. The Survey shall be prepared by a licensed surveyor in accordance

with the standards adopted by the American Land Title Association (“ALTA”) and

the American Congress on Surveying and Mapping known as the “minimum

Standard Detail Requirements of Land Title Surveys,” setting forth all matters required

on an ALTA survey, sufficient to allow issuance of an ALTA Extended Coverage

Title Policy and all endorsements required by CAWCD and the Escrow Agent shall

3

deliver to CAWCD a supplement to the Title Commitment setting forth those items

which the Survey and any inspection reveal and which would be listed as exceptions

in an ALTA Extended Coverage Title Policy covering the Real Property. The

Surveyor shall prepare a metes and bounds description of the Real Property from

the information shown on the Survey and this description shall be used in the

documents executed at Closing and the description shall be incorporated herein by

this reference upon their completion and approval by CAWCD, provided the Escrow

Agent approves the use of the description.

(i) CAWCD shall have fourteen (14) days from the date of receipt of a title

commitment (the “Title Commitment”) and copies of all documents

referred to on Schedule BII from Fidelity National Title Insurance Company

to review the Title Commitment and copies of all documents referred to on

Schedule BII thereof to notify Seller and Escrow Agent in writing of any

objections to any title issues or exceptions appearing on the Title

Commitment (the “Objection Period)”. Any title issue, or exception not

objected to within the Objection Period shall be deemed to have been

approved by CAWCD (the “Permitted Exceptions”).

(ii) Seller shall have fourteen (14) days after its receipt of notice of CAWCD’s

objection to cure or remove the title issue or exception objected to by CAWCD

(the “Cure Period”),

(iii) If, by expiration of the Cure Period, Seller has not removed, cured or caused

the title insurer to endorse over any title issue or exception that CAWCD

has made timely objections to, then CAWCD shall have the right, as its

sole remedy, to either (A) terminate this Agreement by written notice to Seller

and Escrow Agent on or before five (5) days after expiration of the Cure

Period whereupon this Agreement shall terminate and the Earnest

Money shall be refunded to CAWCD by Escrow Agent, or (B) waive

CAWCD’s objections and proceed with this transaction by written notice

to Seller and Escrow Agent on or before five (5) days after expiration of

the Cure Period.

4. INSPECTION PERIOD

4.1 CAWCD shall have sixty (60) days following the Contract Date (the

“Inspection Period”) to make any physical, zoning, water rights and other

investigations tests and studies, including but not limited to soil tests and borings,

application for rezoning, Phase I environmental surveys, and utility availability

surveys, as CAWCD may deem appropriate (“CAWCD’s Inspection”) to

determine the feasibility of use of the Real Property. CAWCD’s Inspection shall

be at CAWCD’s sale cost and expense.

4.2 Seller agrees to grant CAWCD access to the Real Property for purposes of

CAWCD’s Inspection. CAWCD shall repair any damage to the Real Property caused

by CAWCD’s Inspection, reasonable wear and tear excepted. CAWCD shall

4

indemnify, defend and hold Seller harmless from any loss, cost or expense caused by

or as a result of CAWCD’S Inspection.

4.3 CAWCD, at its option, may conduct, at its sole cost, an independent

investigation and inspection of the Real Property as CAWCD shall deem reasonably

necessary to ascertain the “environmental” condition of the Real Property.

CAWCD shall promptly deliver to Seller any reports or other results of CAWCD’s

environmental investigation of the Real Property (“CAWCD Environmental

Investigation”). CAWCD shall have no responsibility or liability as a result of any

inaccuracies obtained from the CAWCD Environmental Investigation, and

makes no representations or warranties whatsoever regarding (i) the completeness

of the CAWCD Environmental Investigation, or (ii) the truth or accuracy of the

CAWCD Environmental Investigation. If Seller shall conduct any environmental

testing of the Real Property subsequent to the Contract Date, Seller shall provide

CAWCD with a copy of any report promptly after its receipt of same. Seller

shall have no obligation to remedy any environmental problem on the Real

Property.

4.4 In connection with CAWCD’s review of the Real Property. Seller shall,

within five (5) days after the Contract Date, deliver to CAWCD the following

documents to the extent Seller has any of them in his possession or control

or Seller subsequently acquires them relating to the Real Property (the “Due diligence

Material”):

a) Any soils, geological, and engineering studies;

b) Copies of any entitlements or permits relating to the development of the

Real Property;

c) Any notices of violations of the law related to the Real Property

received by Seller during the period of time that Seller has owned

the Real Property;

d) All mortgages, notes and loan documents for any mortgage on the Real

Property as of the Contract Date; and

e) Copies of any materials relating to pending or present litigation

involving the Real Property

4.5 CAWCD shall deliver to Seller copies of all reports and studies of the Real

Property prepared by or on behalf of CAWCD as they are received by CAWCD.

4.6 CAWCD’s Inspection will be conducted during normal business hours, and

if Seller so requests, will be made in the presence of a representative of Seller.

5. TERMINATION

5.1 In the event CAWCD, at CAWCD’s sole and absolute discretion, determines

5

that the proposed use of the Real Property is not feasible or any aspect of

CAWCD’s Inspection is not satisfactory in CAWCD’s sole and absolute discretion

during the Inspection Period, then CAWCD shall have the right, at any time prior to the

termination of the Inspection Period, to terminate this Agreement by giving Seller

written notice (the “Termination Notice”), in which event CAWCD shall be entitled to

the return of the Earnest Money and both parties shall be released from all further

obligations under this Agreement.

6. CONDITIONS PRECEDENT

6.1 This Agreement is contingent upon the approval of the purchase of the

Real Property by the CAWCD Board of Directors.

6.2 This Agreement is contingent upon the approval of the sale of the Real Property

by the court having jurisdiction over the conservatorship of Roger Seller (the “Court”).

6.3 If the Conditions Precedent set forth in this Agreement are not met to CAWCD’s

and Seller’s satisfaction, then either CAWCD or Seller, in its sole reasonable

discretion, may elect to terminate this Agreement by written notice to the other at

any time on or before the Closing. In the event of such termination, the Earnest Money

shall be returned to CAWCD and both parties shall be released from all further

obligations under this Agreement.

7. SELLER’S REPRESENTATIONS AND WARRANTIES

Seller hereby represents and warrants to CAWCD that the following are true

statements as of the Contract Date and shall be true as of the date of Closing.

7.1 No Party, except as herein set forth, has or shall have any right to acquire,

the Real Property.

7.2 At the Closing, the Real Property shall be free and clear of all encumbrances

except for the Permitted Exceptions and the exceptions waived by Buyer as set forth in

Section 3.2 of this Agreement.

7.3 To Seller’s knowledge, there are no actions, suits, claims, assessments or

proceedings pending or threatened that could materially adversely affect the

ownership, operation, or maintenance of the Real Property or Seller’s ability to

perform hereunder or CAWCD’s ability to obtain the Entitlements or construct or

operate.

7.4 Except for the approval for the court described in Section 6.3 above, Seller has

full right, power and authority to execute, deliver and perform this Agreement without

obtaining any further consents or approvals from, or the taking of any other actions

with respect to, any third parties. This Agreement, when executed and delivered by

Seller and CAWCD, will constitute the valid and binding agreement of Seller,

enforceable against Seller in accordance with its terms.

6

7.5 To Seller’s knowledge, the use of the Real Property as vacant land does not

violate any applicable law, Statute, ordinance, rule, regulation, order or determination

of any governmental authority or any restrictive covenant or deed restriction (recorded

or otherwise) affecting the Real Property, including without limitation all applicable

zoning ordinances and building codes, flood disaster laws and health and

environmental laws and regulations (“Applicable Laws”).

7.6 To Seller’s knowledge, the Real Property and Seller are not currently in

violation of or subject to: (i) any existing, pending or threatened investigation or

inquiry by any governmental authority; or (ii) any remedial obligations under any

Applicable Laws pertaining to health or the environment (collectively, “Applicable

Environmental Laws”), including without limitation the Comprehensive Environmental

Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”) and the

Resource Conservation and Recovery Act of 1976, as amended (RCRA), and this

representation and warranty would continue to be true and correct following disclosure to

the applicable governmental authorities of all relevant facts, conditions and circumstances,

if any, pertaining to the Real Property. Seller shall have no obligation to remove or

take any action to cure or remediate any environmentally hazardous material from

the Real Property if any environmentally hazardous material is found on the Real

Property.

7.7 To Seller’s knowledge, no hazardous substances or solid wastes that have

been disposed of or otherwise released on the Real Property. The terms “hazardous

substance” and “release” shall have the meanings specified in CERCLA, and the

terms “solid waste” and “disposal” or “disposed” shall have the meanings

specified in RCRA; provided, to the extent that the laws of the state of Arizona

establish a meaning for “hazardous substance,” “release,” “solid waste,” or “disposal”

that is broader than that specified in either CERCLA or RCRA, such broader meaning

shall apply.

7.8 There will be no contracts for services on account of maintenance or

repairs, which expressly or impliedly, will be binding upon CAWCD or upon the Real

Property after the Closing.

7.9 To Seller’s knowledge, all utility lines enter the Real Property through

public streets or through dedicated rights-of-way or equivalent servitudes.

7.10 To Seller’s knowledge, there is no condemnation threatened or pending

against the Real Property, or any part thereof.

7.11 Other than the representations and warranties expressly stated in this Agreement,

Seller makes no other or further representations and/or warranties of any sort whatsoever.

Except for the express representations and warranties set forth in this Section 7, Buyer is

relying entirely on Buyer’s own investigations and examinations as to the physical

condition and every other aspect of the Real Property, including without limitation,

conformity to past, current or future zoning or building code requirements, the existence

of soil instability, soil repairs, and any other soil conditions, sufficiency of undershoring

7

and drainage, the existence of any flood plains or flood hazards or similar conditions,

every other matter affecting the stability or integrity of the land or any improvements

thereon, the environmental condition of the Real Property and the income and expenses

generated by the Property. Buyer acknowledges that it has performed, or during the

Inspection Period will perform, the inspection, that any information provided or made

available or to be provided or made available to Buyer by Seller, or its agents, brokers,

members, managers, partners, representatives, or others, including, without limitation, the

Due Diligence Material was provided or made available or will be provided or made

available solely as a courtesy, and that Buyer has the sole responsibility for determining

the existence or nonexistence of any fact material to Buyer’s decision to purchase the

Property. Buyer acknowledges that Buyer is purchasing the Property on an “AS-IS,

WHERE-IS’ basis, except as specifically represented and warranted in this Section 7,

without any implied warranties, and Buyer is completely at risk with respect to all

attributes and conditions, latent or otherwise, of the Property. Seller does not warrant the

Property to be free from defects and Buyer expressly accepts the possibility of such

defects, subject only to Buyer’s ability to cancel this Agreement during the Inspection

Period.

7.12 The phrase “to Seller’s knowledge” or substantially similar phrase

means to the actual knowledge of Richard C. Williamson without the duty of

investigation or inquiry.

8. RISK OF LOSS

The Real Property shall be conveyed to CAWCD in substantially and materially the

same condition as on the Contract Date, free of all tenancies or occupancies. In the

event that any portion of the Real Property is materially and substantially destroyed

by fire, storm or other casualty or taken by eminent domain or condemnation prior to

Closing, CAWCD shall have the option of either: (i) cancelling this Agreement

and receiving a refund of the Earnest Money, or (ii) proceeding with the

Agreement in which case at the Closing, CAWCD shall be entitled to all

insurance and condemnation awards and settlements with respect to the Real Property

including the interest earned thereon.

9. DEFAULT

9.1 Seller Remedies: If CAWCD defaults in any of its obligations under

this Agreement before the Closing and such default is not cured within ten (10)

business days after written notice thereof is delivered by Seller to CAWCD and

Escrow Agent, Seller may elect to terminate this Agreement by notice to

CAWCD and Escrow Agent and to receive the Earnest Money as liquidated damages,

and not as a penalty, upon demand after termination.

9.2 CAWCD Remedies: Default at Closing: If Seller fails to perform any of

its obligations under this Agreement before the Closing and such default is not

cured within ten (10) business days after written notice thereof is delivered by

CAWCD to Seller and escrow Agent. CAWCD may, as its sole remedy, either (i) elect

8

to terminate this Agreement by notice to Seller and Escrow Agent, whereupon the

Earnest Money shall be promptly refunded to CAWCD upon demand or (ii) sue for

specific performance.

10. CLOSING

10.1 Before Closing, neither Seller nor CAWCD shall take any action or permit any

action to be taken which will affect marketability of title to the Real Property, except

for (i) the documents or instruments to be recorded against the Real Property

pursuant to this Agreement on or before the Closing, and (ii) exceptions as to which

both CAWCD and Seller consent in writing.

10.2 Unless CAWCD or Seller has terminated this Agreement as provided

elsewhere in this Agreement, the purchase and sale contemplated by this Agreement (the

“Closing”) shall occur on or before July 29, 2011.

10.3 The following shall be deposited into Escrow:

(i) CAWCD Funds: At least one (1) day prior to Closing, CAWCD shall

deposit into the escrow the balance of the Purchase Price and all

other amounts required to be paid by CAWCD pursuant to this

Agreement to close this transaction, which payment shall be

made in immediately available funds or wire transfer funds.

(ii) Seller’s Closing Documents: On or before the Closing, Seller shall

execute and deliver to Escrow Agent, and Escrow Agent is authorized to

record, a Special Warranty Deed conveying any and all interests in the

Real Property to CAWCD.

10.4 At Closing, CAWCD, at CAWCD’s expense, shall receive an ALTA Extended

Coverage Owner’s Title Insurance Policy in the amount of Ninety Thousand Dollars Six

Hundred Dollars ($90,600.00) insuring CAWCD’s indefeasible fee simple title to

the Real Property subject only to (i) the usual exceptions, conditions and stipulations

appearing in the standard form of ALTA Extended Coverage Owner’s Title Insurance

Policy, and the survey exception provided that it does not indicate anything that would

make title unmarketable in accordance with this Agreement, specifically Section 3.1,

(ii) those title exceptions and other matters approved or waived by CAWCD pursuant to

Section 3.2 of this Agreement, (iii) the documents and instruments to be recorded on

or before the Closing pursuant to this Agreement, and (iv) any other matters

approved by CAWCD.

10.5 Except as otherwise provided herein, each Party shall pay its own costs and

expenses incurred in this transaction and split equally all other costs of escrow as is

customary in Pima County, Arizona.

10.6 All taxes shall be prorated to the close of escrow.

9

11. BROKERS

The Parties each represent and warrant to the other that the only real estate broker,

salesperson or finder involved in this transaction is Sandra Silva of Lanier Enterprises &

Realty, Tucson, Arizona, who shall be paid a commission by Seller pursuant to a separate

agreement.

12. NOTICE

Any notice or other communications required or permitted by this Agreement shall be

given by personal delivery or by United States, mail first class, postage prepaid, correctly

addressed to the intended recipient as follows:

To Seller: Richard C. Williamson, in his capacity as Conservator for

Richard Saufley, an adult incapacitated and protected person

507 W. Hatfield Street

Tucson, Arizona 85706

Home Phone: (520) 889-1832

With copy to: John Escher III

Waterfall Economidis Caldwell Hanshaw & Villamana

5210 E. Williams Circle, Ste. 800

Tucson, AZ 85711

Office Phone: (520) 790-5828

Office Fax: (520) 745-1279

To CAWCD: Central Arizona Water Conservation District

Attention: Cal Pepper

23636 North Seventh Street

Phoenix, Arizona 85024

Office Phone: (623) 869-2272

Office Fax: (623) 869-2249

To Escrow Agent: Fidelity National Title Insurance Company

Attention: Samantha Smith

6245 E. Broadway Blvd, Suite 200

Tucson, Arizona 85710

Office Phone: (520) 751-2953

Office Fax: (520) 290-3886

The parties and Escrow Agent may, from time to time, designate a different address

by written notice given in the manner provided for above.

13. MISCELLANEOUS

13.1 Entire Agreement: This Agreement, together with any exhibits and other matters

attached hereto and/or incorporated herein by reference, constitutes the entire

10

contract and agreement between the Parties. All terms, conditions, representations,

warranties, understandings and interpretations contained in any other written or oral

communications between the Parties are superseded. In executing the Agreement,

the Parties acknowledge that they are relying solely on the matters set forth herein

and not on any other inducements, written or oral, by the other Party or any agent,

employee or representative thereof.

13.2 Governing Law: This Agreement shall be construed under and governed by

the laws of the State of Arizona.

13.3 Time of Essence: Time is of the essence of this Agreement.

13.4 Severability: In case anyone or more of the provisions contained in this

Agreement shall for any reason be held to be invalid, illegal or unenforceable in any

respect, such invalidity, illegality or unenforceability shall not affect any other

provision of this Agreement and this Agreement shall be construed as if such invalid,

illegal or unenforceable provision had never been contained in this Agreement.

13.5 Execution by Counterparts: This Agreement may be executed in any number of

counterparts, and upon execution of this Agreement by all Parties, the executed

counterparts together shall have the same force and effect as an original instrument

and as if all Parties had signed the same instrument. Any signature page of this

Agreement may be detached from any counterpart hereof without impairing the legal

effect of any signature thereon, and may be attached to another counterpart of this

Agreement identical in form hereto but having attached to it one or more signature

pages.

13.6 Attorneys’ Fees: If either Party commences litigation or other legal proceedings

against the other Party for a default under this Agreement or to enforce the provisions

of this Agreement, the prevailing Party in any such proceeding shall be entitled to

recover its costs and expenses, including reasonable attorneys’ fees and expert

witness fees.

13.7 Further Instruments: Each Party, promptly upon the written request of the

other or Escrow Agent shall properly execute and deliver to the other or to the

Escrow Agent, or as may be otherwise reasonably designated, all additional

instruments reasonably requested to evidence or give effect to this Agreement,

whether the request is made before or after the Closing.

13.8 Modification to the Agreement: No modification of this Agreement shall

be effective unless it is in writing and signed by both Parties.

11

IN WITNESS HEREOF, the Parties have executed this Agreement effective the day and year

first above- written.

ROGER C. WILLIAMSON, in his capacity as

Conservator for Roger Saufley, an adult

incapacitated and protected person

CENTRAL ARIZONA WATER

CONSERVATION DISTRICT

By:

David V. Modeer, General Manager

THE STATE OF ARIZONA )

) §

COUNTY OF MARICOPA )

On this _____ day of _________________, 2011, before me personally appeared

David V. Modeer, to me known to be the person described in and who executed the

foregoing instrument and acknowledged to me that he executed the same as his free act and deed.

NOTARY PUBLIC, STATE OF ARIZONA

THE STATE OF ARIZONA )

) §

COUNTY OF MARICOPA )

On this _____ day of _________________, 2011, before me personally appeared

RICHARD C. WILLIAMSON, in his capacity as Conservator for Roger Saufley, an

adult incapacitated and protected person, to me known to be the person described in

and who executed the foregoing instrument and acknowledged to me that he executed the same

as his free act and deed.

NOTARY PUBLIC, STATE OF ARIZONA