COTTIFLICT OF

Seclor LeaselPurchagg Agreement trc Construct a New Citi ri"ri Co*pr"i' 1," poposal uould have Mr. Miller serving as consultant trc thqcry rora $625imonth; a brrokerfor the seller orlne ruw land, as an exctusive i"Jr"=unt"tive of the City cf Sedona as a buyer,'lessee. He would be compensated for his brckerage services with a csmmission.

l,4ayor, a Cig Councilrnan, theCity Clerk, the Chief Building lnspector anC a polici lieutenant) a "Proposal

offilals (includirE tha Vice

-- . .ln February, 1995, Mr. Miller, on behalf of JDMREI,

submitted to Cig of Sedona ; Crry Magistrate, t, i".iritjt" a privata

il;

Ctairc O'Erien's Rola in JDI{REI

Claire O'Brien began her careerwith JDMREI in December, igg1, doing property maflagernent and commercial laasing. She was ccmpensated by cornmission: SOy, of prroperry rnanagernent fee oi each property she managed, and 50% of each lhe lotal Ieasing commission eamed by JDMREI on properties she serrJd as the teasing agenl The cther 50% of the fees and mmrnissions went io John Miller. Sonre p"op"*iej Claire leased and rnanaged; cther properties she onfy leased o. ont/ ma-nadea.

After quiring her real estate "salespercon iicense" from the Arizona Departrnent of Real Estate in 1993, Claire became involved in real esrtate sales wilh JBfulREl, but ccntinued to do laasing. ln August of 1gg7, she eamed her realestate broker licenss, and thereafier was nlmed Associate Broker at JDIu!REI. She Ur. Mitler were and remain the only licensed real estate brokers at the company. "na
Claire O'Brien helped build the comnrercial leasing business at JDMREI. In 1995, Mr. Miller prorrcred her to the directcr of "my busiriess brokerage anc mmmercial leasing division." Mr. Miller also entrusted Ctaire O'Brien-with authorit-v and responsibiltty for making broker decisions when he was out cf town or othenarise unavaiiable. ln his 1995 proposal to faciiitate the lease/purchase of the City Hail Complex, Mr. Miller explained that "[i]f something should happen to me during my involvement with the City Hall projea, Claire wiil-complete the requirement in my stead," 'ntrtch' as nsted, would potentially involve consulting services, raw land sales biokerage and leasing services. ln July, 1998, Claire O'Brien became a salaried employee of JDMREI, Inc. She no longerworked on cornrnission, but was eligible for bonuses; she no longer worked in sales (with the exception of one project). but ihe continued to do comrnerCiat leasing:

me from herworkwtth JDMREI. She also has had ownership interests in some of

since starting.work for JDMREI in 1g91, most or all of clairre o'Brien's income

the LLCs founded and managed by John Miller, but her ownership interests have been small. She has ownad a 1.ABa/o interest in Contracto/s Road LLC and a A.73Ya interest