CC - Agendas - City Council - SPECIAL - 6/23/2009 (3)

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Purchased Parcel described and depicted in Exhibit "A," together with the privileges, general rights and benefits appurtenant to or used in connection with the beneficial use and enjoyment of the Purchased Parcel, including, but not limited to, existing rights of way, licenses, and easements, excluding any new easements prepared and recorded as required by the terms of this Agreement. Seller and Buyer acknowledge the existence of an existing well or wells on the Purchased Parcel and the Buyer understands and agrees that the Seller shall retain an appropriate easement or easements for roadway ingress and egress as necessary to service and maintain the existing well, wells, and septic systems on the Purchased Parcel. The parties understand, acknowledge and agree that the Purchased Parcel is being purchased with open space funds and is intended to and shall be used exclusively as open space for the benefit of the citizens of Prescott and shall, upon completion of this purchase and sale, constitute and be made part of the City of Prescott's open space in perpetuity. The easement or easements required to be created pursuant to the terms of the agreement are legally described in Exhibit "C" attached hereto and made a part hereof by this reference. 3. OPENING AND CLOSING DATES. "Opening of Escrow" shall occur when Escrow Agent accepts this Agreement as provided at the end of this Agreement. Subject to the satisfaction of all contingencies as set forth herein, the closing of this transaction (the "Closing" or the "Close of Escrow") shall take place at the office of the Escrow Agent on or before October 1, 2009 (the" Scheduled Closing Date"). 4. PURCHASE PRICE. The purchase price for the Purchased Parcel, as described in Exhibit "A," being purchased by the City is based on and is agreed to be the per acre appraised value of Sixty Thousand and 00/100 Dollars ($60,000.00) per acre, as determined by the appraisal, dated May 21, 2009, prepared by Gordon Bergthold Appraisers, Prescott, Arizona. The total purchase price shall be Eight Hundred Forty Thousand and 00/100 Dollars ($840,000.00), plus or minus any additional or lesser pro rata portion of$60,000.00 for any portion of acreage exceeding or less than fourteen (14) acres. (A) The Buyer shall provide payment for the purchase price to the Seller as follows: (1) The sum of Four Hundred Twenty Thousand and 00/100 Dollars ($420,000.00) (the "Earnest Money Deposit") shall be deposited with the Escrow Agent, in cash or certified funds, on or before June 30, 2009, or within three (3) days from the Opening of Escrow, whichever date occurs first, and shall be disbursed to the Seller upon the Close of Escrow. The Earnest Money Deposit shall be refundable until expiration of the Sixty (60) day Examination Period, at which time, if Buyer has failed to terminate this Agreement, it shall become non- refundable and shall be forfeited to Seller upon Buyer's failure to perform, subject only to (a) the conditions of Section 4 hereof and (b) to performance by Seller of 2