request for proposals (rfp) for the sale of land at rose ... · proposals for purchase of a parcel...

Request for Proposals (RFP) for the Sale of Land at Rose Mofford Sports Complex

RFP-PKS06142017 For

City of Phoenix Parks and Recreation Department

Schedule

ACTIVITY (All times are local Phoenix time) DATE

Issue RFP June 14, 2017 Pre-Proposal Meeting (11:00 a.m.) June 29, 2017 Submittal of Written Questions Deadline (11:00 a.m.) July 6, 2017 Responses to Written Questions July 20, 2017 Proposal Deadline (2:00 p.m.) August 17, 2017 Proposer Interviews, if applicable September 2017

Submit proposals and requests for alternate formats to: Silvia Stanford, Procurement Officer

City of Phoenix, Parks and Recreation Department 200 West Washington Street, 16th Floor

Phoenix, Arizona 85003 Telephone: 602-262-6862

TTY: 602-262-6713 [email protected]

https://www.phoenix.gov/solicitations

This RFP does not commit the City to award any agreement. All dates subject to change.

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mailto:[email protected]


CITY OF PHOENIX Parks and Recreation Department

SALE OF LAND AT ROSE MOFFORD SPORTS COMPLEX RFP-PKS06142017

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TABLE OF CONTENTS SECTION PAGE

I. RFP PROCESSA. Introduction ............................................................................................................................. 3 B. Proposal Requirements .......................................................................................................... 3 C. Pre-Proposal Meeting ............................................................................................................. 3 D. Proposer Inquiries, Questions, and Notification ..................................................................... 3 E. Changes to the RFP ............................................................................................................... 4 F. Performance Deposits ............................................................................................................ 4 G. Business in Arizona ................................................................................................................ 4

II. BUSINESS OPPORTUNITYA. Site Description ...................................................................................................................... 4 B. Appraisal ................................................................................................................................. 5 C. Surrounding Area ................................................................................................................... 5 D. Desired Project ....................................................................................................................... 6

III. PROPOSAL INSTRUCTIONSA. Delivery of Proposals .............................................................................................................. 6 B. Form of Proposals .................................................................................................................. 6

IV. PROPOSAL EVALUATIONA. Evaluation Panel ..................................................................................................................... 9 B. Evaluation Criteria .................................................................................................................. 9

V. GENERAL TERMS AND CONDITIONS OF THE PROPOSALA. Transparency Policy ............................................................................................................... 9 B. Materials Submitted .............................................................................................................. 10 C. Award Recommendation ...................................................................................................... 10 D. Negotiations .......................................................................................................................... 11 E. Community Involvement ....................................................................................................... 11 F. City’s Reservation of Rights ................................................................................................. 11 G. City’s Right to Disqualify for Conflict of Interest ................................................................... 11 H. Preparation Costs ................................................................................................................. 12 I. Additional Investigations ....................................................................................................... 12 J. Proposer Certification and Affidavit ...................................................................................... 12 K. Covenant Against Contingent Fees Paid to Proposer .......................................................... 12 L. No Gratuities ......................................................................................................................... 12 M. Protests ................................................................................................................................. 13

VI. STANDARD CONTRACT PROVISIONSA. Indemnification ..................................................................................................................... 13 B. Insurance Requirements ...................................................................................................... 14 C. Legal Worker Requirements ................................................................................................. 14 D. Applicable Law ..................................................................................................................... 14 E. Organization Employment Disclaimer .................................................................................. 15 F. Purchase Conditions……………………………………………………………………………… 15

VII. ATTACHMENTSAttachment A Affidavit Attachment B Conflict of Interest and Solicitation Transparency Disclosure Form Attachment C Development Details Form Attachment D Proposed Purchase Price Attachment E Site Map Attachment F ALTA Plat Attachment G Purchase Agreement for the Sale of City-Owned Property



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I. RFP PROCESS

A. IntroductionThe City of Phoenix (City), Parks and Recreation Department (PRD), invites sealedproposals for purchase of a parcel of land located at the Rose Mofford SportsComplex, on the southeast corner of North 25th Avenue and West Peoria Avenuein, Phoenix, Arizona (Site). The Site consists of 5.370 acres, or 233,900 squarefeet of vacant land is zoned for A-1. A Site Map is included in this RFP asAttachment E. This RFP seeks proposals that will include a provision for sharedparking that would serve the park site “after business hours” for recreationalactivities and events, and uses that will conform to the surrounding area. The Citywill establish a lease/license agreement for the shared parking with the successfulproposer.

This solicitation is available through Arizona Relay Service 7-1-1. Please call TTY800-367-8939 for assistance.

B. Proposal RequirementsThe following proposal requirements are non-negotiable. Proposals that do notmeet these requirements will be deemed non-responsive and disqualified.

1. The proposer must be authorized to transact business in Arizona and be ingood standing at the time its proposal is submitted.

2. The proposer must submit the minimum purchase price based on theappraisal attached as Attachment F. The minimum purchase price for theSite is $1,485,000.

C. Pre-Proposal MeetingProposers are strongly encouraged to attend the pre-proposal meeting at the dateand time listed on page 1 in the Schedule of Events. The purpose of this meetingis to review this RFP and respond to questions. To register for this meeting, pleaseemail [email protected]. The pre-proposal meeting will be held atCity of Phoenix, City Hall, 200 West Washington Street, 16th Floor, Phoenix, AZ85003.

D. Proposer Inquiries, Questions, and NotificationProposers are advised to read this RFP in its entirety. Failure to read and/orunderstand any portion of this RFP shall not be cause for a waiver of any portionof the RFP or any subsequent agreement.

All questions about this RFP must be submitted in writing no later than the deadlinelisted on page 1 to [email protected]. Please list the name of thisRFP in the subject line when submitting questions. All written questions will beresponded to in writing and posted at https://www.phoenix.gov/solicitations.






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E. Changes to the RFPChanges to this RFP will only be made in writing and provided as an addendumand posted at https://www.phoenix.gov/solicitations. The City shall not beresponsible for any oral instructions given by any City employee, consultant, orofficial regarding RFP instruction, specifications, or documents.

Although registered pre-proposal meeting attendees, and potential proposers whorequest such notification in writing, will be notified by email when documentsrelated to this RFP are available at https://www.phoenix.gov/solicitations,proposers are responsible for obtaining any and all information posted on thewebsite.

F. Performance DepositsEach proposal must be accompanied by a $150,000 performance deposit inthe form of a cashier’s check, payable without condition or restrictive endorsement,to the City of Phoenix. Each proposer’s performance deposit must be submitted ina separate sealed envelope along with the proposal. Performance deposits ofunsuccessful proposers will be returned via registered mail, without interest,immediately after the business opportunity has been formally awarded by thePhoenix City Council or after all proposals are rejected. An unsuccessful proposermay request the return of its performance deposit after the award recommendationhas been posted; however, any unsuccessful proposer making such a request willbe removed from further consideration for an award of the contract resulting fromthis RFP.

The successful proposer’s performance deposit becomes non-refundable uponPhoenix City Council approval of the business terms of its proposal. Thesuccessful proposer’s performance deposit will be credited to the purchase price,or if the successful proposer fails to execute the contract within 30 days of CityCouncil approval, the performance deposit will be forfeited as liquidated damages.

G. Business in ArizonaThe City will not enter into contracts with foreign corporations not granted authorityto transact business, or not in good standing in the state of Arizona, with theArizona Corporation Commission.

II. SITE PARAMETERS

A. Site DescriptionThis Site (consists of a portion of Assessor’s Parcel Number (APN) 149-09-007Ctotaling approximately 5.370 acres, or 233,900 square feet of land. The parcel islocated at the southeast corner of North 25th and West Peoria Avenues. The Siteis irregular in shape with approximately 268 feet and 618 feet of frontage alongPeoria and 25th Avenues. Attachment F is an ALTA/NSPS land Title Survey ofthe site which includes a legal description.

1. ZoningThe Site is appraised and zoned as the Light Industrial District (A-1). The A-





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1, Light Industrial District, is a zoning classification that provides for light industrial and commercial uses of medium intensity designed to be compatible with each other to provide for a wide range of types of commercial/industrial activity within the district. Among the types of uses permitted are those uses allowed in RE-24, R-3, R-4, R-5, -1, C-2, and C-3 districts.

Additional requirements restrict the intensity of use for the Site under the existing zoning ordinance. Maximum building height cannot exceed 35 feet. Lot coverage should not exceed 50% of the site area and front yard setback can be not less than 25 feet. In addition, for side and rear yards there shall be a minimum 10-foot setback, respectively.

2. UtilitiesPublic utilities are available to the subject and provided as follows:

a. Water: City of Phoenixb. Sewer: City of Phoenixc. Electric: Arizona Public Serviced. Telephone: Century Link

B. AppraisalThe appraised market value of the Site, as of February 3, 2017, is $1,485,000.The appraisal is available at phoenix.gov/solicitations/1075.

C. Surrounding AreaThe subject property is situated in north central Phoenix, approximately eight (8)miles north of the Phoenix central business district and ten (10) miles northwest ofPhoenix Sky Harbor International Airport. The neighborhood boundaries may bedescribed as follows:

On the North: Thunderbird Road, located two (2) miles north of the subject, formsa barrier based upon a change in land use.

On the South: Northern Avenue, located two (2) miles south of the subject, formsa barrier based upon a change in land use.

On the East: Seventh Street/Cave Creek Road, just over two (2) miles east ofsubject, form a barrier based upon a change in land use.

On the West: Interstate 17, located approximately one-quarter of a mile west of thesubject, forms a physical barrier.

The subject neighborhood is approximately 95% built-out. The area ischaracterized by a wide variety of improvements and uses including commercial,industrial, single and multi-family uses. Generally, the more intense commercialuses are clustered along the major arterial streets (19th and Dunlap Avenues, CaveCreek Road), and at major intersections, with the more restrictive uses found onthe less traveled streets. Development in the neighborhoods is a mixture of older

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residential subdivision on interior parcels with primarily strip-commercial retail and neighborhood retail development along the major arterial frontage. This area has good supporting facilities, such as public transportation, houses of worships, primary and secondary schools and recreational facilities.

D. Desired ProjectThis Section details the “Desired Project” that will result from a successful proposaland lists specific considerations that should be addressed in proposals. Proposersshould review all referenced materials.

The Desired Project should:

1. Include in the Agreement for the new development a provision for sharedparking that would serve the park site “after business hours” for recreationalactivities and events.

2. Provide the City with a detailed scope for the proposed site area such as anindustrial, commercial, and/or unique design elements.

3. Provide tangible public benefits, beyond the purchase price, which mayinclude one or more of the following: net new jobs, business opportunities,retail uses, etc.

4. Be initiated and completed within a reasonable time period acceptable to theCity. It is the City’s desire that the proposed site area be completed in theshortest timeframe possible.

III. PROPOSAL INSTRUCTIONS

A. Delivery of ProposalsEach proposer must submit the following in a sealed package marked with theproposer’s name and the name of this RFP:

• 1 original proposal,• 8 color copies of the proposal• 1 e-copy of the proposal in Microsoft Word on a flash drive or CD, and• 1 proposal performance deposit as specified in Section I (F).

Proposals must be submitted by the deadline to the address listed on page 1. Proposals received after the deadline will be disqualified as non-responsive.

B. Form of ProposalsProposals shall conform to the following format. Proposals that are incomplete;conditional; obscure; or that contain additions not requested, changes orexceptions to material provisions or requirements of this RFP; or irregularities ofany kind, are subject to disqualification.



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Each proposal must be compiled and tabbed as described below in a loose-lead three-ring binder and each page of the proposal must be numbered. Proposers are encouraged to limit their proposals to no more than 26 double-sided letter-size pages, excluding the items listed for Tab 1.

Each proposal must include all the following:

1. Tab 1 – General Information

a. Executed Affidavit (Attachment A)

b. Conflict of Interest and Solicitation Transparency Disclosure Form(Attachment B)

c. Proof of proposer’s authorization to transact business in Arizona and itsgood standing as of the date its proposal is submitted.

d. Executive Summary (maximum 6 pages)

Provide a concise summary and narrative of the overall proposal.Proposers must note in the Executive Summary if someone other than theperson listed on Attachment A will serve as the proposer’s contact personfor the proposal. If the proposer is a joint venture, the Executive Summarymust identify the lead developer.

2. Tab 2 – Concept to Activate the Site

Each proposer must provide:

a. Development Details Form (Attachment C)

b. A narrative description of the proposed project that includes an explanationof how the proposed project is consistent with the Desired Project describedin Section II (D) and details for the operation and management of theproposed project after completion of construction.

c. Documentation of the proposed project’s feasibility, including:

1) Research/market demand data that supports the proposed project.2) Method of property control or acquisition for the Site.3) Letters of interest from potential tenants/buyers/operators for the

proposed project, if applicable.

d. A project timeline that includes major milestones and addresses all phasesof the project including site acquisition, planning and design, entitlements,plan review, permits, construction, occupancy and/or lease-up for theproposed development. Proposers should use reasonable assumptions topropose a realistic timeline.



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e. A construction mitigation plan that identifies potential impacts to transit,commercial, and residential neighbors and outlines a viable mitigationstrategy.

3. Tab 3 – Financial Return to the City

a. Proposed Purchase Price (Attachment D)

b. Describe the economic, fiscal, employment and other tangible publicbenefits generated by the proposed development.

4. Tab 4 – Qualifications and Experience of Proposer

a. Detail and describe the proposed development team and demonstrate atrack record of successfully financing, developing, completing andmanaging comparable projects, locally and/or nationally, including:

• Clearly identify the key individuals, companies and organizationalstructure of proposer.

• Clearly identify roles and responsibilities of all proposed developmentteam members.

• Cite proposer’s experience successfully developing other projects ofsimilar scale and complexity, locally and nationally, including the rolesand responsibilities of proposer’s team members, and provide contactinformation for references for these projects.

b. Provide clear and compelling information to demonstrate proposer’sfinancial capacity to execute and complete the proposed developmentsuccessfully.

• Describe a clear strategy to fund all proposed development costs.• Specify and clearly describe all sources, types and amounts of equity,

financing, grants and other funding sources for the proposeddevelopment.

• Provide documentation from potential lenders of interest in the proposeddevelopment.

• Cite other projects in which the proposer has successfully worked withthe proposed equity/financing/granting entities.

• Provide evidence of financing for prior developments.• If tax credits are part of the proposed financing plan, provide evidence

of experience in applying for and being awarded tax credits.

IV. PROPOSAL EVALUATION

The PRD will perform an administrative review of proposals for responsiveness. Thisreview will focus on accurate and complete submission of proposals based on theRFP requirements. The PRD reserves the sole right to determine the responsiveness



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of proposals.

A. Evaluation PanelIf applicable, the PRD Director will appoint an evaluation panel to review theproposals and recommend a proposer to be awarded the agreement resulting fromthis RFP. The PRD Director may accept this recommendation and forward it tothe Phoenix City Council or reject it.

The evaluation panel may interview all the proposers or a short list of proposers,or the evaluation panel may evaluate the proposals solely on the materialssubmitted by the proposal deadline. If a short list process is used, the evaluationpanel will use the evaluation criteria established in this RFP to identify theproposers most likely to be successful in the evaluation process. The short-listedproposers may then be scheduled for interviews with the evaluation panel. Ifinterviews are conducted, the evaluation panel may consider information from theinterviews that clarifies the materials submitted.

The evaluation panel will determine a consensus score for each evaluationcriterion, which will then be added together to determine a total consensus scorefor each proposal.

B. Evaluation Criteria

1. Concept to Activate the Site (0-25 points)2. Financial Return to the City (0-50 points)3. Qualifications & Experience of Proposer (0-25 points)

V. GENERAL TERMS AND CONDITIONS OF PROPOSAL

A. Transparency PolicyCommencing on the date and time this RFP is published, potential or actualproposers including their representatives, employees, agents, proposed partners,subcontractors, joint venturers, members, or any of their lobbyists and attorneys(collectively for this Section V (A) only, the proposer), shall only discuss mattersassociated with this solicitation with the Mayor, any members of City Council, theCity Manager, any Deputy City Manager, or any department director directlyassociated with the solicitation (including in each case their assigned staff, exceptfor the designated Procurement Officer) at a public meeting, posted under ArizonaStatutes, until the resulting agreement is awarded or all proposals are rejected andthe solicitation is cancelled without any announcement by the Procurement Officerof the City’s intent to reissue the same or similar solicitation. As long as thesolicitation is not discussed, proposers may continue to conduct businessunrelated to this solicitation with the City.

A proposer may discuss its proposal or this RFP with the Mayor and/or one or moremembers of the Phoenix City Council, provided such meetings are: 1) scheduledthrough the Procurement Officer identified on page 1; 2) conducted in person at200 West Washington, Phoenix, Arizona, 85003; and 3) are posted as open



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meetings with the City Clerk at least 24 hours prior to the scheduled meetings. The City Clerk will be responsible for posting the meetings. The posted notice shall identify the participants and the subject matter, as well as invite the public to participate.

With respect to the selection of the successful proposer, the City Manager and/or City Manager's Office will continue the past practice of exerting no undue influence on the process. In all solicitations of bids and proposals, any direction on the selection from the City Manager and/or City Manager's Office and Department Head (or representative) to the evaluation panel or selecting authority must be provided in writing to all prospective proposers.

This policy is intended to create a level playing field for all proposers, assure agreements are awarded in public, and protect the integrity of the selection process.

“To discuss” means any contact by a proposer, regardless of whether the City responds to the contact. The City interprets the policy as continuing through a cancellation of a solicitation until City Council award of the contract, as long as the City cancels with a statement that the City will reissue the solicitation. Proposers that violate this policy shall be disqualified.

B. Materials SubmittedAll materials submitted by proposers shall become the property of the City andbecome a matter of public record available for review pursuant to Arizona law.Each proposer shall mark any information submitted as part of its proposal that theproposer deems confidential or proprietary (collectively Confidential Information).If the City receives a request to review or disclose such Confidential Information,the City will provide the proposer written notice of the request to allow the proposerthe opportunity to obtain a court order to prevent the disclosure or review of suchConfidential Information. The proposer must obtain and deliver to the ProcurementOfficer a court order within seven calendar days of the date of the City’s writtennotice. If no court order is issued and received by the Procurement Officer withinthe seven-day period, the City may disclose or allow the review of suchConfidential Information. If a proposer intends to seek a Court Order to shield itsConfidential Information, the protest period will be extended the same number ofcalendar days to allow for this process.

C. Award RecommendationOn the day the City posts the award recommendation atphoenix.gov/finance/businessopportunities/bid-awards-and-recommendations,the procurement file for this RFP will be available for proposers and the public toreview. The procurement file consists of all proposals, the RFP and all addenda,advertising documents, agendas, meeting minutes, presentations (if any), signedconflict of interest statements by evaluation panel members, and evaluation panelconsensus scoring.



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D. NegotiationsOnce the award recommendation has been posted, the City may negotiatebusiness terms with a proposer. The Procurement Officer will provide therecommended proposer with written authorization to negotiate with specific Citystaff. Communication between the recommended proposer and any City staff orCity officials not authorized by the Procurement Officer will still be subject to theTransparency Policy listed in Section V (A).

The commencement of negotiations does not commit the City to accept allthe terms of the proposal and negotiations may be terminated by the City atany time. These negotiations may result in minor or material changes to theproposal, including both the business terms and the project. Successfulnegotiations will result in an award recommendation to the City Council and a“Letter of Intent” stating the City’s intent to enter a contract with the recommendedproposer on specified business terms. Following required approvals, City-draftedcontracts addressing business terms and performance benchmarks will be enteredbetween the parties.

City staff alone shall be responsible for negotiating business terms withrecommended proposers. The City reserves the right to reject, in whole or in part,any or all proposals. The terms and conditions of any contract resulting fromthis RFP process are subject to approval by the Phoenix City Council.

E. Community InvolvementThe recommended proposer must seek community input as needed and makereasonable efforts to address, incorporate or respond to community input.

F. City’s Reservation of RightsThe City reserves the right to take any course of action the City deems appropriateat the City's sole and absolute discretion, which may include:

1. Waiving any defects or informalities in any proposal or proposing procedure;2. Accepting or rejecting any or all proposals or any part of any or all proposals;3. Canceling the RFP in part or in its entirety;4. Reissuing the RFP with or without modification;5. Negotiating with any qualified proposer;6. Extending the deadline for proposals; and/or7. Requesting additional information from any or all proposers.

G. City's Right to Disqualify for Conflict of InterestThe City reserves the right to disqualify any proposer that fails to provideinformation or data requested herein or that provides materially inaccurate ormisleading information or data. The City reserves the right to disqualify anyproposer on the basis of any real or apparent conflict of interest that is disclosedby the proposals submitted or any other data available to the City. Thisdisqualification is at the sole discretion of the City. By submission of a proposalhereunder, the proposer waives any right to object now or at any future time, beforeany body or agency, including but not limited to, the City Council, or any court, as



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to the exercise by the City of such right to disqualify or as to any disqualification by reason of real or apparent conflict of interest determined by the City.

Additionally, any proposer or any member or affiliate of a proposing team that currently contracts with the City must be in good standing for its proposal to be considered responsive. For the purpose of this RFP, good standing refers to compliance with all contractual provisions, including payment of financial obligations.

H. Preparation CostsUnder no circumstance will the City be responsible for any costs incurred byanyone in: 1) responding to this RFP; 2) in any subsequent follow up to theproposal; or 3) in any subsequent negotiations of a contract.

I. Additional InvestigationsThe City reserves the right to make such additional investigations as it deemsnecessary to establish the competence and financial stability of any proposersubmitting a proposal, including, without limitation, information provided by formeremployees and/or creditors.

J. Proposer Certification and AffidavitBy submitting a proposal, each proposer certifies it has not paid or agreed to payany fee or commission, or any other item of value contingent on the award of acontract to any employee, official or current contracting consultant of the City. Anyproposer unable to comply with any required certifications may be disqualified.

In compliance with Arizona Revised Statutes §§ 1-501 and -502, the City shallrequire any successful proposer that submits its proposal as a sole proprietorshipor as an individual to complete the Affidavit of Lawful Presence prior to the awardof any contract resulting from this process.

K. Covenant Against Contingent Fees Paid to ProposerBy submitting a proposal, the proposer certifies it has not employed or retainedany person or company, other than a member of its proposed team or a bona fideemployee working solely for the proposer, to solicit or secure the contractdescribed in this RFP, and that no contract has been made to pay the proposer orany member of its team any fee, commission, percentage, brokerage fee, gift orany other consideration, contingent upon or resulting from the award or executionof such contract. For breach or violation of this certification, the City shall have theright to annul any contract entered into with a proposer as result of this RFP withoutliability, or in its discretion to deduct the contract price or consideration, orotherwise, recover the full amount of such fee, commission, percentage, brokeragefee, gift or contingent fee.

L. No GratuitiesProposers shall not offer any gratuities, favors, or anything of monetary value toany official or employee of the City nor its advisors for the purposes of influencingthis selection. Any attempt to influence the selection process by any means, other

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than disclosure of qualifications and credentials through the proper channels, shall be grounds for exclusion from the selection process.

M. ProtestsA proposer that submits a proposal that is disqualified may challenge thedisqualification by filing a protest within seven calendar days of the date of theCity’s notice of disqualification.

An unsuccessful proposer may challenge an award recommendation by filing aprotest within seven calendar days after the award recommendation has beenposted at https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendations. Proposers that have had their proposals disqualified maynot protest an award recommendation.All protests must be in writing, filed with the Procurement Officer listed on pageone, and include all of the following:

1. Name of the RFP challenged;2. Name, address and telephone number of the protester;3. Detailed statement of the legal and factual grounds of the protest including

copies of relevant documents;4. Form of relief requested; and5. The signature of the protester or its legal representative.

The PRD Director, or the Director’s designee, will not review any supplements or amendments to a proposer’s original protest or any additional protests submitted by the same proposer. The PRD Director, or the Director’s designee, will issue a written decision within a reasonable period of the protest filing. The Procurement Officer may provide copies of the protest and the written decision to the proposer recommended for contract award.

VI. STANDARD CONTRACT PROVISIONS

The submission of a proposal in response to this RFP constitutes the agreement ofthe proposer that any contract resulting from this RFP will be prepared by the City.The submission of a proposal shall further constitute the agreement of the proposerthat it will not insist on the use of standard contract agreements, documents or forms,and that it waives any demand for the use of its standard agreements. Pursuant tothe City Charter, the language of the contract to be executed will be drafted under thesupervision of the City Attorney and shall be the controlling document.

A. IndemnificationProposers shall indemnify, defend, save and hold harmless the City and itsofficers, officials, agents, and employees (hereinafter referred to as “Indemnitee”)from and against any and all claims, actions, liabilities, damages, losses, orexpenses (including court costs, attorneys’ fees, and costs of claim processing,investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury orpersonal injury (including death), or loss or damage to tangible or intangibleproperty caused, or alleged to be caused, in whole or in part, by the negligent or

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willful acts or omissions of proposer or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of such contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by proposers from and against any and all claims. It is agreed that the proposer will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. Incorporated into any contract resulting from this RFP will be the requirement that the proposer, at its sole cost and expense, shall and does hereby indemnify, defend and hold the City harmless from and against any challenge, whether administrative, judicial or otherwise, by any person or entity, to the City's execution or performance under said contract, which indemnification shall survive the expiration or earlier termination of said contract.

B. Insurance RequirementsThe proposer shall procure and maintain until all of its obligations have beendischarged, including any warranty periods under the future contracts are satisfied,insurance against claims for injury to persons or damage to property that may arisefrom or in connection with the performance of the work hereunder by the proposer,its agents, representatives, employees or subcontractors. Insurance requirementswill be outlined within the contract that results from the selection of a successfulproposal.

C. Legal Worker RequirementsThe City is prohibited by A.R.S. § 41-4401 from awarding an agreement to anycontractor that fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, each proposer agrees by submitting a proposal that:

1. The proposer and each subcontractor it uses warrants their compliance with allfederal immigration laws and regulations that relate to their employees and theircompliance with § 23-214 (A).

2. A breach of a warranty under paragraph 1 shall be deemed a material breachof the agreement and is subject to penalties up to and including termination ofthe agreement.

3. The City retains the legal right to inspect the papers of the proposer orsubcontractor employee(s) that work(s) on this agreement to ensure thatcontractor or subcontractor is complying with the warranty under paragraph 1.

D. Applicable LawAny and all disputes arising under any contract to be negotiated hereunder or outof the proposals herein called for shall be governed according to the laws of theState of Arizona, and the proposer shall agree that the venue for any such actionbrought to enforce provisions of the contract shall be in the State of Arizona.



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E. Organization Employment DisclaimerAny contract resulting from this RFP will not constitute, create, give rise to orotherwise recognize an agreement or relationship, partnership or formal businessorganization of any kind between the City and the proposer as contractor, and therights and obligations of the parties shall only be those expressly set forth therein.The recommended proposer will be required to agree as part of any contractresulting from this process that no person supplied by it in the performance of thecontract is an employee of the City, and further agree that no rights of the City’sCivil Service, Retirement or Personnel Rules accrue to any such persons. Anycontracting party shall have the total responsibility for all salaries, wages, bonuses,retirement, withholdings, workmen’s compensation and occupational diseasecompensation insurance unemployment compensation, other benefits and taxesand premiums appurtenant thereto concerning such persons provided by suchparty in the performance of the contract, and shall save and hold the City harmlesswith respect thereto.

F. Purchase ConditionsIt is proposed that the successful Proposer’s obligation to purchase the property isconditioned upon the following:

1. Rezoning – No contingencies on rezoning.2. Escrow – Buyer and Seller shall diligently pursue completion of a mutually

acceptable Agreement of Sale and opening of escrow within ten (10)business days from acceptance of this Agreement. The escrow holder shallbe approved by both Buyer and Seller.

3. Close of Escrow – Shall be the later of fifteen (15) days after completionof Contingency Period.

4. Cost and Expenses – Buyer shall be responsible for the escrow fee, allrecording fees, and costs of an owner’s title insurance policy subject toBuyer’s approval, any other charges and costs customarily attributable toBuyer in Maricopa County.

5. Pro-rations – Real Estate taxes and other, similar assessments shall bepro-rated to close of escrow based on most recent available information.

6. Title – Title to the property shall be conveyed to the Buyer by a recordableSpecial Warranty Deed upon Close of Escrow.

7. Phase I Environmental Study – Cost of the Phase I Study shall be solelythat of the Buyer.

8. Alta Survey – All due diligence including the cost of the ALTA Survey andPhase I shall be solely that of the Buyer.

9. Condition – The Property is being offered and sold “as is”.10. Seller Contingencies – The obligation of Seller to the Property may be

contingent upon the Phoenix City Council Authorization.11. Brokerage – Buyer is not represented by a Broker. Seller is responsible

for any costs related to brokerage fees.



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Attachment A AFFIDAVIT

Assurances

The undersigned proposer hereby submits to the City of Phoenix (City) the enclosed proposal based upon all terms and conditions set forth in the City’s Request for Proposals (RFP) and referenced materials. Proposer further specifically agrees hereby to provide services in the manner set forth in the proposal submitted by the proposer.

The undersigned proposer acknowledges and states, under penalty of perjury, as follows:

1. The City is relying on proposer’s submitted information and the representation that proposerhas the capability to successfully undertake and complete the responsibilities andobligations submitted in its proposal and in the resulting contract.

2. The City has the right to make any further inquiry it deems appropriate to substantiate orsupplement information supplied by proposer.

3. Proposer has read and fully understands all the provisions and conditions set forth in theRFP documents, upon which its proposal is based.

4. The forms and information requested in the RFP are complete and made part of theproposal. The City is not responsible for any proposer errors or omissions.

5. This proposal may be withdrawn by requesting such withdrawal in writing at any time prior tothe proposal deadline but may not be withdrawn after such date and time.

6. The City reserves the right to reject any and all proposals and to accept the proposal that, inits judgment, will provide the best quality development to the City.

7. This proposal is valid for a minimum of 180 days after the RFP proposal deadline.

8. All costs incurred by proposer in connection with this proposal shall be borne solely byproposer. Under no circumstances shall the City be responsible for any costs associatedwith proposer’s proposal or the RFP process.

9. Proposer has not in any manner, directly or indirectly, conspired with any person or party tounfairly compete or compromise the competitive nature of the RFP process.

10. The contents of this proposal have not been communicated by the undersigned nor by anyemployee or agent to any other person engaged in this type of business prior to the officialopening of this proposal.

11. To the best of the proposer’s knowledge, the information provided in its proposal is true andcorrect and neither the undersigned proposer nor any partner, corporate officer or managingemployee have ever been convicted of a felony or a crime involving moral turpitude.



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Legal Status

1. Proposer intends to operate the business as (check one):

Corporation* ( ) Non-Profit 501(c)(3) ( ) Government Entity ( ) Partnership* ( ) Limited Liability Corporation* ( ) Sole Proprietorship ( ) Other (Please describe: ) ( )

* Identify the members, if LLC, partners, if a partnership, or officers, if a corporation, of theproposer (add lines as needed).

For the purpose of this RFP, addenda and exhibits, any questions regarding the principals are referring to the officers, partners and members as disclosed.

2. In the past 10 years, have you personally, or any business with which you have beeninvolved, been declared bankrupt, filed a petition in any bankruptcy court, filed for protectionfrom creditors in bankruptcy court, or had involuntary proceedings filed in bankruptcy court?If "Yes," provide date, court jurisdiction, case name, case number, amount of liabilities,amount of assets and the status of each occurrence. Yes ( ) No ( )

3. Has the proposer or any of its principals or its principal's affiliates been declared to be indefault under any obligation to or contract with the City? If "Yes," please provide detailsconcerning the nature of the default, including the City contract number. Yes ( ) No( )

4. Are there any pending liens, claims or litigation in excess of $500,000 involving proposer, orany corporation or other entity that has, directly or indirectly, a controlling interest in theproposer, or any subsidiary of the proposer or other entity in which the proposer has acontrolling interest or any of the proposer’s principals, officers, or directors? If "Yes,"provide detailed information regarding complaints. Yes ( ) No ( )

5. Has the proposer, or any corporation or other entity that has, directly or indirectly, acontrolling interest in the proposer, or any subsidiary of the proposer or other entity in whichthe proposer has a controlling interest or any of the proposer’s principals, officers, ordirectors, been involved in any lawsuits in the past 10 years? If "Yes," provide list.

Yes ( ) No ( )

6. Has the proposer’s or any of its principals or its principals’ affiliate’s contracts beenterminated prior to their expiration terms, voluntarily or involuntarily, within the last 10 years?If "Yes," provide name, location, and date of the contract(s). Yes ( ) No ( )

7. Has the proposer, or any corporation or other entity that has, directly or indirectly, acontrolling interest in the proposer, or any subsidiary of the proposer or other entity in whichthe proposer has a controlling interest or any of the proposer’s principals, officers, ordirectors ever been barred from bidding on federal, state, or local government contracts? If"Yes," provide the current status of such suspension or debarment proceedings.

Yes ( ) No ( )



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Signature(s)

Proposer’s Contracting Entity (Legal Name1): 1The successful proposer must be authorized to transact business in Arizona and be in good standing prior to contract award.

Printed Name of Authorized Representative*:

Title:

Business Mailing Address:

Telephone and Email Address:

Signature: *Proposal must be signed by an individual authorized to contractually bind the proposer.

Name of Joint Venture Partner (if applicable):

Printed Name of Authorized Representative*:

Title:

Business Mailing Address:

Telephone and Email Address:

Signature: *Proposal must be signed by an individual authorized to contractually bind the joint venture partner.

NOTARIZED

Signed and sworn before me this , day of ,

Notary Signature:

My Commission Expires:

Affix Seal

Attachment B

CONFLICT OF INTEREST AND SOLICITATION TRANSPARENCY DISCLOSURE FORM

Rev 04/2017 (JMK)

This form must be signed and submitted to the City and all questions must be answered or your Offer may be considered non-responsive.

1. Name of person submitting this disclosure form.

First MI Last Suffix

2. Contract InformationSolicitation # or Name:

3. Name of individual(s) or entity(ies) seeking a contract with the City (i.e. parties to the Contract)

4. List any individuals(s) or entity(ies) that are owners, partners, parent, sublessees, joint venture,or subsidiaries of the individual or entity listed in Question 3. Please include all Board members,executive committee members and officers for each entry. If not applicable, indicate N/A.

5. List any individuals or entities that will be subcontractors on this contract or indicate N/A.

� Subcontractors may be retained, but not known as of the time of this submission. � List of subcontracts, including the name of the owner(s) and business name:

6. List any attorney, lobbyist, or consultant retained by any individuals listed in Questions 3, 4, or 5to assist in the proposal or seeking the resulting contract. If none, indicate N/A.

7. Disclosure of conflict of interest:

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Attachment B


Rev 04/2017 (JMK)

Are you aware of any fact(s) with regard to this solicitation or resulting contract that would raise a “conflict of interest” issue under City Code Section 43-34? “An elected City official or a City employee shall not represent any person or business for compensation before the City regarding any part of a procurement, including any resulting contract, if during the time the elected official is or was in office or the employee is or was employed by the City such elected official or employee played a material or significant role in the development of the solicitation, any other part of the procurement, or the contract award.”

� I am not aware of any conflict(s) of interest under City Code Section 43-34. � I am aware of the following potential or actual conflict(s) of interest:

8. Notice Regarding Prohibited Interest in Contracts

State law and the Phoenix City Charter and Code prohibit public officers or employees, their close relatives, and any businesses they, or their relatives, own from (1) representing before the City any person or business for compensation, (2) doing business with the City by any means other than through a formal procurement, and (3) doing business with the City without disclosing that the person has an interest in the contract. This prohibition extends to subcontracts on City contracts and also applies to parent, subsidiary, or partner businesses owned by a public officer or employee. See A.R.S. Sections 38-501 through 38-511, for more information (City Charter, Chapter 11, applies the state conflict-of-interest law to City employees).

Please note that any contract in place at the time a person becomes a public officer or employee may remain in effect. But the contract may not be amended, extended, modified, or changed in any manner during the officer’s or employee’s city service without following city administrative regulations.

Are you aware of any fact(s) with regard to this contract that would raise a “conflict of interest” issue under A.R.S. Sections 38-501 through 38-511 (See Arizona Revised Statutes regarding conflict of interest at www.azleg.gov).

� I am not aware of any conflict(s) of interest under Arizona Revised Statutes Sections 38-501 through 38-511.

� I am aware of the following conflict(s) of interest:

9. Acknowledgements

Solicitation Transparency Policy – No Contact with City Officials or Staff During Evaluation

I understand that a person or entity who seeks or applies for a city contract, or any otherperson acting on behalf of that person or entity, is prohibited from contacting city officials andemployees regarding the contract after a solicitation has been posted.

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http://www.azleg.gov/

Attachment B


Rev 04/2017 (JMK)

This “no-contact” provision only concludes when the contract is awarded at a City Councilmeeting. If contact is required with City official or employees, the contact will take place inaccordance with procedures by the City. Violation of this prohibited contacts provision, setout in City Code Sections 2-190.4 and 43-36, by respondents, or their agents, will lead todisqualification.

10. Fraud Prevention and Reporting Policy

� I acknowledge that the City has a fraud prevention and reporting policy and takes fraudseriously. I will report fraud, suspicion of fraud, or any other inappropriate action to: telephone no. 602-261-8999 or 602-534-5500 (TDD); or [email protected].

The purpose of the fraud policy is to maintain the City's high ethical standards. The policy includes a way for our business partners to report wrongdoing or bad behavior. Suspected fraud should be reported immediately to the Phoenix Integrity Line. The City has adopted a zero-tolerance policy regarding fraud.

OATH

I affirm under penalty of perjury that the statements contained in this form, including any attachments, to the best of my knowledge and belief are true, correct, and complete. Should any of the answers to the above questions change during the course of the contract, particularly as it relates to any changes in ownership, applicant agrees to update this form with the new information within 30 days of such changes. Failure to do so may be deemed a breach of contract.

PRINT NAME TITLE

SIGNATURE DATE

COMPANY (CORPORATION, LLC, ETC.) NAME and DBA

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Attachment C DEVELOPMENT DETAILS

Name of Proposer:__________________________________________

Each proposer must complete and submit this form with its proposal.

■ Gross Square Footage (SF):_____________________________

■ Commercial SF:_______________________________________

■ Office SF:____________________________________________

■ Other SF:____________________________________________

■ Type of Residential (circle) Rental or For Sale

■ Number of Parking Spaces:_____________________________

■ Building Height (feet and stories):_________________________

■ Number of Buildings:___________________________________

■ Estimated Number of Construction Jobs:___________________

■ Estimated Number of Permanent Jobs:_____________________

■ Estimated Value of Project:______________________________



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Attachment D PROPOSED PURCHASE PRICE

Name of Proposer:_____________________________________________

Each proposer must complete and submit this form with its proposal. The City will not be responsible for any proposer errors or omissions.

Proposed Purchase Price $______________________________________ Minimum: $1,485,000

ATTACHMENT E – SITE MAP

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ATTACHMENT F - ALTA SURVEY

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CITY OF PHOENIX FINANCE DEPARTMENT-REAL ESTATE DIVISION

PURCHASE AGREEMENT FOR THE SALE OF CITY-OWNED PROPERTY

DATE: PROPERTY ADDRESS/

SELLER: CITY OF PHOENIX, a municipal corporation LOCATION: C/o Finance Department-Real Estate Division Property Management Section APN:

ADDRESS: 251 W. Washington Street, 8th Floor REN: Phoenix, AZ 85003

PROJECT: BUYER:

CLIENT DEPT.: WBS/CC NO.:

ADDRESS:

ORDINANCE NO.: PHONE: DATE: FAX: E-MAIL:____________________________________________________________________________________________________________

ESCROW AGENT: ESCROW NO.:

ADDRESS: PHONE:

FAX: E-MAIL:

SELLER agrees to sell to BUYER the property and property rights described in Exhibit “A” attached hereto and made a part hereof, together with any appurtenances thereto and improvements thereon (the “Property”), for the TOTAL PURCHASE PRICE of $ , SUBJECT TO the terms and conditions of this Purchase Agreement for the Sale of City-Owned Property (the “Agreement”).

TERMS AND CONDITIONS

1. Date of Agreement. The date of this Agreement, and the date to be inserted above, shall be the date of execution by Buyer.

2. Closing. The consummation of the purchase and sale of the Property, at which Buyer acquires title to the Property (“Closing”),will occur in the office of Escrow Agent on or before (“Closing Date”), or such other time and location as the parties maymutually agree. All documents and other items to be delivered at the Closing will be deemed to have been delivered simultaneouslyand no individual delivery will be effective until all such items have been delivered.

3. Closing Costs. The Escrow fee payable to Escrow Agent and all other fees, recording costs, charges or expenses incidental to thesale, transfer and assignment of the Property will be paid by Buyer.

4. Commissions. Any brokerage commission, finder’s fee, or similar charge owed or payable to a brokerage agency or agent as aresult of the real estate transaction contemplated or consummated by this Agreement, shall be the sole responsibility of Seller.

5. Earnest Deposit. Buyer delivered a money order, cashier’s check, or certified check made payable to the City of Phoenix in theamount of dollars ($ ) at the time the offer was submitted. The City will deposit with Escrow Agent the sum ofdollars ($ ) (the “Deposit”), in cash, cashier’s check, or other immediately available funds to be held in Escrow by Escrow Agent.The Deposit will be applied in full as a credit to Buyer’s account applicable to payment of the Purchase Price at Closing.If Buyer is unable to complete the purchase by the Closing Date, Seller will retain the earnest deposit as liquidated damages.

ATTACHMENT G

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6. Cash at Closing. No later than the business day prior to the Closing Date Buyer will deliver to Escrow Agent, for the benefit ofSeller, the balance of the Purchase Price by wire transfer or other immediately available funds.

7. Taxes and Assessments; Prorations; Utility Charges. All due and delinquent real property taxes and general and specialimprovement assessments, if any, constituting liens against the Property as of the Closing Date, shall be paid in full by Seller. Allother taxes and assessments will be the responsibility of Buyer. Further, Seller will use reasonable efforts to cause any applicableutility meters to be read on the day prior to the Completion Date, and will be responsible for the cost of any applicable utilities usedprior to the Closing Date. If the meters are not read as set forth herein, all such expenses will be prorated.

8. Property Owner Association Fees and Assessments; Compliance with A.R.S. 33-1806. All due and delinquent property ownerassociation fees and assessments encumbering the Property, if any, shall be paid in full by Seller. Further, Seller shall comply with theprovisions of A.R.S. 33-1806 by promptly furnishing a notice of pending sale to the property owner association in which the Propertyis located, if any, and provide Buyer with documentation evidencing same.

9. Conveyance of Title by Seller; Satisfaction of Liens, Encumbrances, and Leases; Review and Approval of Updated PreliminaryTitle Report by Buyer. The Property, including all rights and privileges arising from the Property, shall be conveyed by Seller toBuyer by a properly executed and acknowledged Special Warranty Deed, free and clear of all monetary liens and encumbrances, andleases of any kind, as of the Closing Date. Further, the Buyer’s payment of the Total Purchase Price and the recording of theconveying instrument(s) identified above is expressly conditioned upon Buyer’s review and approval of any and all matters disclosedin Buyer’s Preliminary Title Report of the Property updated immediately prior to the Closing Date.

10. Environmental Warranties; Assessments. Seller warrants and represents that neither Seller nor anyone else under Seller’s controlhas engaged in any activity on the Property that has resulted in hazardous waste or other contaminants being deposited on the Propertythat would give rise to environmental cleanup liability. Seller acknowledges that Buyer, at Buyer’s expense, may secure [a] timelyand satisfactory environmental assessment(s) of the Property evidencing that the Property is free of contamination that would affectthe value of the Property prior to Buyer’s execution of this Agreement. Subject to Seller’s prior written approval, Seller agrees topermit Buyer to enter the Property for the purpose of completing any environmental assessment(s) required by Buyer to effect thisAgreement.

11. Interpretation. This Agreement shall be interpreted according to Arizona law.

12. Further Documentation. The parties agree in good faith to execute and deliver to the other, or escrow agent, if applicable, suchfurther or additional instruments or documents as may be necessary or appropriate to effect this Agreement.

13. Waivers. No waiver of any provision of this Agreement shall constitute a waiver of any other provision. Either party may waiveany provision of this Agreement intended for its benefit; provided, however, such waiver shall in no way excuse the other party fromthe performance of any other obligation under this Agreement.

14. Severability. If any provision of this Agreement is found invalid by a court of competent jurisdiction, the remaining provisions ofthis Agreement will not be affected thereby, and shall be valid and enforceable to the extent permissible by law, provided thefundamental purposes of this Agreement are not defeated by such severability.

15. Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes and contains the entire agreement betweenthe parties pertaining to the subject matter hereof. No representations, warranties, inducements, or oral agreements have been madeby either party except as expressly set forth herein. All prior agreements, written or oral are revoked and superseded by thisAgreement. No supplement, modification or amendment to this Agreement shall be binding unless in writing and executed by bothBuyer and Seller. Any attempt at oral modification of this Agreement shall be void and of no effect.

16. Survival; Remedies; Attorneys’ Fees. All provisions of this Agreement shall survive the Closing Date. In the event of a breach ofany provision of this Agreement the non-breaching party shall have all rights and remedies available at law or in equity, including,without limitation, the prevailing party’s recovery of reasonable attorneys’ fees, court costs and other related expenses.

17. Authority. Buyer and Seller each warrant and represent that the person or persons executing this Agreement, and all documentsand instruments incident thereto, is/are authorized to do so.

18. Execution in Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original,but all of which together shall constitute a single document.

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19. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors andassigns.

20. Notices. All notices and demands to be given hereunder shall be in writing and shall be given by personal delivery or by depositin the United States mail, registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognizedovernight courier service (e.g., Federal Express, United Parcel Service), addressed as shown above, or to such other address as theparties may designate in writing. Notices shall be deemed effective seventy-two (72) hours after being deposited in the United Statesmail or with an overnight courier service, or upon delivery if personally delivered.

21. Cancellation; Conflict of Interest. This Agreement is subject to cancellation by Seller pursuant to the provisions of Section 38-511, Arizona Revised Statutes. Buyer further acknowledges that Buyer is not employed by the City of Phoenix, nor currently servingon a board, commission, or committee of the City of Phoenix.

22. Warranties and Representations. Seller warrants and represents, with the understanding Buyer is relying on such warranties andrepresentations, that a) title to the Property shall be conveyed to Buyer free and clear of all liens, encumbrances, and defects, exceptfor those shown on the Preliminary Title Report that are acceptable to Buyer, including, without limitation, any pending or threatenedclaims, actions, lawsuits, or other proceedings, and all matters disclosed by a physical inspection of the Property; b) no work has beenperformed or is in progress on the Property that would give rise to mechanic, materialman, or other liens against the Property; and c)Seller owns the Property in fee simple absolute and is not prohibited in any way from consummating this Agreement. Seller’swarranties and representations shall survive for one (1) year after the Closing Date. Notwithstanding the foregoing, nothing in thisAgreement shall be construed as a waiver of any claim or cause of action Buyer may have now or in the future against any prior owneror occupant relating to the owner’s or occupant’s use of or activities on the Property. Further, BUYER IS ACQUIRING THEPROPERTY IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS,” “WHERE IS,” AND WITH ALL FAULTS ANDDEFECTS, LATENT OR APPARENT. Buyer acknowledges and agrees that Buyer will rely upon Buyer’s own due diligence indetermining whether the Property is suitable for purchase by Buyer, and that Buyer is acquiring the Property based exclusively uponBuyer’s own investigations and inspections of the Property.

24. Rescission. In the event any condition precedent to the completion of this transaction has not occurred, been satisfied, fulfilled, orwaived on or before the Closing Date, the aggrieved party may, at its sole discretion, waive the lack of performance in writing to thenon-performing party and proceed with the transaction, or direct that the Agreement be terminated and all monies and documentsreturned to the party submitting same.

25. Possession. Seller shall deliver possession and occupancy of the Property to Buyer on the Closing Date. Further, Seller shallprovide Buyer with any keys and/or means to operate all locks, mailboxes, security systems/alarms, and all common area facilities, ifany, to Buyer on the Closing Date.

26. Captions and Headings. The captions and section headings used in this Agreement are for convenience only, and are not intendedto define, limit, or describe the scope or intent of any provision of this Agreement.

YES NO ADDENDUM TO PURCHASE AGREEMENT FOR THE SALE OF CITY-OWNED PROPERTY IDENTIFYING ADDITIONAL TERMS AND CONDITIONS ATTACHED HERETO AND MADE A PART HEREOF.

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(Signature Page)

ESCROW AGENT ACCEPTANCE (if applicable):

The undersigned Escrow Agent accepts this Agreement as its escrow instructions and agrees to perform the acts applicable to Escrow Agent in accordance with the terms of this Agreement. Escrow Agent acknowledges its receipt of a fully executed original of this Agreement as of the date set forth below. Escrow Agent agrees to comply with all reporting requirements of Section 6045 of the United Stated Internal Revenue Code and the regulations promulgated thereunder.

ESCROW AGENT

By ______________________________________

Name ____________________________________ (Printed Name)

Its _______________________________________

Date _____________________________________

SELLER:

CITY OF PHOENIX, a municipal corporation ED ZUERCHER City Manager

By __________________________________________________ Date ____________________ Rob Sweeney, Assistant Finance Director

BUYER:

_____________________________________________________ Date ____________________

APPROVED AS TO FORM: ATTEST:

____________________________________________ _____________________________________________ City Attorney City Clerk