PROPOSED FINAL AGREEMENT (Subject to final approval by Developer and City Council) AGREEMENT FOR OPTION TO PURCHASE REAL ESTATE

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4 When recorded mail to: City Clerk City of Bullhead City 2355 Trane Road Bullhead City, Arizona PROPOSED FINAL AGREEMENT (Subject to final approval by Developer and City Council) AGREEMENT FOR OPTION TO PURCHASE REAL ESTATE This Agreement for Option to Purchase Real Estate ( Agreement ) is entered into on this day of, 2013 ( Effective Date ), between the CITY OF BULLHEAD CITY, an Arizona municipal corporation ( Seller ) and LAND LIQUIDATORS, LLC, an Arizona limited liability company ( Buyer ). RECITALS A. Seller holds a concession lease and recreational park purpose leases with the Bureau of land Management ( BLM ); and B. The parties to this Agreement entered a Sublease Agreement ( Sublease ) on for property held by Seller under the concession lease with BLM for the construction of a mixed use development known as the Bullhead City River Center; and C. BLM has expressed interest in selling a portion of the properties under the concession lease as well as additional lands east of Highway 95 in Bullhead City to Seller; and D. As part of the overall development under the Sublease, Buyer desires to avail itself of an option to purchase the property from Seller if Seller is successful in the purchase of the property from BLM. NOW THEREFORE, in consideration of the performance of Buyer under the Sublease, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree to create an option to purchase real estate as set out below. AGREEMENT 1. Grant of Option. Seller hereby grants unto Buyer the exclusive right to exercise the option, and upon exercise, to purchase the real property, or any portion thereof, located in Mohave County, Arizona, more specifically described and in substantial conformance with the depiction outlined in the attached Exhibits A1 and A2 and consisting of approximately 298+/- acres ( Property ). Seller shall use reasonable efforts to pursue such applications to transfer some or all of the Property described in Exhibits A1 and A2 from BLM to Seller. 1 September 26, 2013

5 2. Exercise of Option. To exercise the option, Buyer shall provide Seller a Notice of Intent to Exercise Option ( Notice ) in the form attached hereto as Exhibit B. The Notice shall include the date by which Buyer desires to close on the Property or on any portion thereof. The Notice shall be given no later than 18 months after the date Seller acquires authority to purchase the Property from BLM. Seller acknowledges that it shall notify Buyer in writing when it has received authority from the BLM to purchase the property. 3. Purchase Price. The purchase price of the Property ( Purchase Price ) shall be the same price per square foot for which Seller is eligible to purchase the Property from BLM, exclusive of any improvements thereon, plus five percent (5%) administrative costs for the Seller in administering this Agreement. This Purchase Price applies only under the terms of this Agreement and in no other potential purchase arrangement outside of this Agreement. Seller may require Buyer to advance the costs associated with any pre-purchase studies or reports required by BLM as well as the actual Purchase Price set by BLM. 4. Title Report. Once the Purchase Price has been determined, Seller shall open escrow and provide Buyer with a title report, at Buyer s cost, for the Property within thirty (30) days of the opening of Escrow. Within thirty (30) days of receiving Seller s title report, Buyer shall give notice in writing to Seller of any defects in or objections to the title as so evidenced, and Seller shall clear the title defects and objections so specified that are reasonably subject to clearance. Costs of clearance may be assessed to Buyer upon agreement between the parties. 5. Closing Costs. At close of Escrow, Buyer shall fund the costs of any escrow fees and recording fees. At close of Escrow, Buyer shall pay the cost of the premium for the title policy to the extent of the premium attributable to a standard coverage policy and pay any additional premium associated with ALTA coverage, any survey costs or the cost of any title endorsements as Buyer deems necessary. At close of Escrow, all other closing costs shall be borne by Buyer. Each Party shall bear its own legal and other professional fees which shall not be payable through the Escrow. 6. Rents. Any rents otherwise due to Seller by Buyer for any period on or after the date of close of Escrow, shall be prorated and credited to Buyer s account. Any additional charges to be paid by Buyer to any municipality, government agency, taxing authority, utility company, or other third party shall also be prorated at close of Escrow. 7. Conveyance/Amendment of Sublease/Reimbursement. Upon payment of the Purchase Price, Seller shall convey its fee simple interest in the Property to Buyer by special warranty deed in a form substantially similar to that attached hereto as Exhibit C. Concurrent with the delivery of the deed Seller will also grant necessary easements, if any, to the Property for access to public roads, power and/or telephone or other utilities as well as temporary construction easements as may be presented and agreeable to Seller. Possession will be delivered to Buyer upon closing with the delivery of the deed. If the purchase transaction fails to close then the Sublease shall continue in full force and effect and any costs and Purchase Price advanced by Buyer shall be credited through the Lease Fees due to Seller under the Sublease. Buyer understands that no credits may be applied towards the 5% Lease Fee that Buyer owes BLM under the Sublease. Upon delivery of the special warranty deed for the Property by Seller to Buyer, the parties shall 2 September 26, 2013

6 amend the Sublease to fully terminate the Sublease in relation to the portion of the Property subject to the sale, including termination of Buyer s right to a waiver of sewer capacity fees. Notwithstanding any termination of the Sublease in relation to the Property, Buyer agrees to continue to be subject to the City s pre-approval of any applications and petitions submitted for development of the Property. 8. Representations. Seller makes no representations or warranties regarding the Property and only agrees to deliver the Property AS IS WHERE IS with any and all defects. Buyer is advised to engage in all reasonable due diligence to determine the full extent of the state of the Property. If investigation by Buyer discloses any conditions on the Property which, in the opinion of Buyer s attorney would restrict the use of the Property for its intended use, Buyer shall be entitled, at its sole option, to rescind this Agreement. A rescission under this provision by Buyer does not affect the continuing rights and obligations of the parties under the Sublease. 9. Contingencies. The obligation of Seller to sell, and of Buyer to purchase the Property, is first contingent upon Seller acquiring approval and authorization from BLM and any other applicable state or federal agency to convey the Property in fee title to Buyer. Seller acknowledges and agrees that based upon the estimated Purchase Price for the Property, that the provisions Arizona Revised Statutes 9-403, should not apply. In the event, based upon the Purchase Price of the Property by the Seller from BLM, the provisions of Arizona Revised Statutes do apply to this transaction, then Buyer may, at its election, decide not to pursue the option and will be released from this Agreement without penalty. It is further agreed that the Seller shall cooperate and participate in any applications, hearings and/or procedures required to obtain the necessary development approval for the Property in accordance with the Sublease. If approvals are not granted, Buyer may, at is election, decide not to pursue the option and will be released from this Agreement fully. If any contingency listed herein is not met within four (4) months of the Notice, Buyer may, at its sole discretion, decide to not pursue the option and will be released from the purchase as stated above. Any costs paid towards the purchase will then be credited as stated in paragraph 7 above. However, in its sole discretion, Buyer may elect to waive any contingency not met, proceed with the option, or otherwise enforce Buyer s right to purchase under this Agreement. If Buyer elects to exercise this option but later does not proceed to close on the purchase of the Property, this option shall terminate and Buyer may not exercise the option a second time. 10. Re-conveyance. If Buyer successfully purchases the Property and Buyer, and its successors or assigns, does not, within ten (10) years of the acquisition, commence actual construction of improvements on the Property, or if Buyer is in default in any material way under the Sublease of the remaining Sublease property within the ten (10) year period, then Seller may provide written notice of its intent to reacquire the Property. Buyer, and its successors or assigns shall, within sixty (60) days of the notice, re-convey the Property to Seller by special warranty deed upon presentation by Seller of the original Purchase Price paid by Buyer, excluding administrative costs. If the reacquisition is due to Buyer s default under the Sublease of the remaining Sublease property within the ten (10) year period, then only Buyer, or any entity in which it or any of its principals have any interest, will have the duty to re-convey. Commence actual construction means commencement of excavation for footings and foundations. Performance of grading or other site work does not constitute commencement of actual construction. The ten (10) year period referenced above operates independently from the timeframes outlined in section 7(b) of the Sublease. 3 September 26, 2013

7 11. Notices. Notices in this Agreement shall be as set out below and include, but are not limited to communications of notice, request, demand, approval, statement, report, acceptance, consent, waiver and appointment. All Notices must be in writing and are considered given either on the date of delivery to the recipient named or upon receipt, refusal or non-delivery indicated on the return receipt of certified mail if United States mail is used, or on the date of delivery by courier. To Seller: with copies to: To Buyer: with copies to: and to: City of Bullhead City City Manager 2355 Trane Road Bullhead City, Arizona City of Bullhead City City Attorney 2355 Trane Road Bullhead City, Arizona Land Liquidators, LLC c/o First American Investment, LLC 3200 Lakeside Village Drive #201 Prescott, Arizona Attention: Elio Khalife Angelo and Dewey Davide P.O. Box 911 Huntington Beach, California Law Offices of Paul Lenkowsky 1181 Hancock Road Bullhead City, Arizona Conflicts of Interest. The Agreement is subject to cancellation for conflicts of interest under Arizona Revised Statutes Assignment. Buyer may not assign or transfer this Agreement without the express written consent of Seller. [signatures on following pages] 4 September 26, 2013

8 IN WITNESS WHEREOF, Seller and Buyer have executed this instrument in duplicate originals as of the date first set out above with the Effective Date being that of the date of last authorized signature affixed below. SELLER: CITY OF BULLHEAD CITY, an Arizona municipal corporation Jack Hakim, Mayor Date ATTEST: APPROVED AS TO FORM: Susan Stein, City Clerk Date Garnet K. Emery, City Attorney Date STATE OF ARIZONA ) ) ss. COUNTY OF ) On, before me, a Notary Public in the State of Arizona, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public 5 September 26, 2013

9 BUYER: LAND LIQUIDATORS, LLC, an Arizona limited liability company By: Khalife Family Limited Partnership, an Arizona general partnership, its Member By: Name: Its: Date: STATE OF ARIZONA ) ) ss. COUNTY OF ) On, before me, a Notary Public in the State of Arizona, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public 6 September 26, 2013

10 BUYER: LAND LIQUIDATORS, LLC, an Arizona limited liability company By: Angelo Rinaldi, Its Member, Date: STATE OF ARIZONA ) ) ss. COUNTY OF ) On, before me, a Notary Public in the State of Arizona, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public 7 September 26, 2013

11 BUYER: LAND LIQUIDATORS, LLC, an Arizona limited liability company By: ESK Management Company, LLC, an Arizona limited liability company, its Member By: Name: Its: Date: STATE OF ARIZONA ) ) ss. COUNTY OF ) On, before me, a Notary Public in the State of Arizona, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public 8 September 26, 2013

12 BUYER: LAND LIQUIDATORS, LLC, an Arizona limited liability company By: Dewey Davide, Its Member Date: STATE OF ARIZONA ) ) ss. COUNTY OF ) On, before me, a Notary Public in the State of Arizona, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public 9 September 26, 2013

13 BUYER: LAND LIQUIDATORS, LLC, an Arizona limited liability company By: Jason Gisi, Its Member Date: STATE OF ARIZONA ) ) ss. COUNTY OF ) On, before me, a Notary Public in the State of Arizona, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public 10 September 26, 2013

14 BUYER: LAND LIQUIDATORS, LLC, an Arizona limited liability company By: Tammi Gisi, Its Member Date: STATE OF ARIZONA ) ) ss. COUNTY OF ) On, before me, a Notary Public in the State of Arizona, personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public 11 September 26, 2013

15 EXHIBIT A-1 (see attached depiction of the Property ) 12 September 26, 2013

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17 EXHIBIT A-2 (see attached legal description of the Property ) 13 September 26, 2013

18 LEGAL DESCRIPTION SECTION 12, T-20N, R-22W G&SRM BEING A PORTION OF SECTION 12, T-20N R-22W G&SRM IN BULLHEAD CITY, MOHAVE COUNTY, ARIZONA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; ALL OF SAID SECTION 12 LYING EASTERLY OF THE EASTERLY RIGHT OF WAY LINE OF ARIZONA STATE HIGHWAY 95. EXCEPTING THEREFROM ALL OF GOVERNMENT LOT 10(STATE LAND PROPERTY) ALSO EXCEPTING THEREFROM THAT PORTION OF GOVERNMENT LOT 5 THAT IS LEASED TO THE BULLHEAD CITY FIRE DEPARTMENT. ALSO SUBJECT TO ALL OTHER EASEMENTS AND RIGHTS OF WAYS OF RECORD.

19 EXHIBIT B (see attached form of Notice of Intent to Exercise Option ) 14 September 26, 2013

20 NOTICE OF INTENT TO EXERCISE OPTION TO: Seller FROM: Buyer City of Bullhead City 2355 Trane Road Bullhead City, Arizona Attention: City Manager Attention: On behalf of and with authority of the Developer or its legal assigns or successor under that instrument known as the Sublease Agreement for the development of the Bullhead River Center entered originally between the City of Bullhead City and Land Liquidators, LLC; and on behalf and with the authority of the Buyer or its legal assigns or successor under that instrument known as the Agreement for Option to Purchase Real Estate ( Option ) entered originally between the same parties, notice is hereby given by the Buyer under the Option for the purchase of real estate described in the Option. Buyer is ready, willing and able to comply with all terms outlined in the Option and desires to close on the property by no later than. Name: Title: Date 15 September 26, 2013

21 EXHIBIT C (see attached form of Special Warranty Deed ) 16 September 26, 2013

22 When recorded, mail to: City Clerk, City of Bullhead City 2355 Trane Road Bullhead City, Arizona SPECIAL WARRANTY DEED Exempt Pursuant to A.R.S (A)(3) For the consideration of Ten Dollars, and other valuable consideration, the City of Bullhead City, an Arizona municipal corporation, does hereby convey to the Land Liquidators, LLC, an Arizona limited liability company, all right, title and interest to and in that certain parcel of Real Property situated in Mohave County and described as follows: See attached Legal Description and Map as Exhibits A and Exhibit B respectively The City of Bullhead City warrants the title against its acts only, subject only to those encumbrances or liens of record or as are described above, if any, and to City s right to repurchase pursuant to that AGREEMENT FOR OPTION TO PURCHASE REAL ESTATE recorded under Mohave County fee no.. Dated this day of, 20. City of Bullhead City, an Arizona municipal corporation Jack Hakim, Mayor STATE OF ARIZONA ) ) ss. County of Mohave ) This instrument was acknowledged before me this day of 20, by Jack Hakim, duly elected and serving Mayor of the City of Bullhead City, an Arizona municipal corporation, who states he is authorized to sign on its behalf. My commission expires: Notary Public 17 September 26, 2013

23 CERTIFICATION I, Susan Stein, City Clerk, City of Bullhead City, Arizona, do hereby certify that the City Council of the City of Bullhead City, Arizona, did approve the foregoing Special Warranty Deed and its execution by duly elected and serving Mayor, Jack Hakim, under Resolution No. 20 R-, on the day of 20. Susan Stein, City Clerk (SEAL) 18 September 26, 2013