REQUEST FOR PROPOSALS

Tax Credit Accounting Services

for McCarty on Monroe, LLC

an instrumentality of the City of Phoenix 251 W. Washington St., 4th floor

Phoenix, AZ 85003 Fax #602-534-4516

Proposals are due by 4:00pm Arizona time on Friday, July 31, 2015. Submit Proposals to Justin Francis at Justin.francis@phoenix.gov.

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REQUEST FOR PROPOSALS

Tax Credit Accounting Services for McCarty on Monroe, LLC

1. Introduction McCarty on Monroe, LLC is a limited liability company managed by the City of Phoenix Municipal Housing Corporation (PMHC), an instrumentality of the City of Phoenix, seeks proposals from Certified Public Accountants (“Proposer”) experienced with low-income housing tax credits (LIHTC) to provide accounting services in connection with the continued operations of a mixed finance LIHTC and public housing (“Section 9”) multifamily rental development known as McCarty on Monroe, LLC (“MoM”) located in Phoenix, Arizona. This procurement is intended to be one in which price quotations will be obtained from an adequate number of qualified sources for Tax Returns. Further, the work under this Request for Proposals (“RFP”) will be awarded as a result of a competitive review process resulting in a negotiated contract for services for a firm-fixed price. 2. Contract. The selected Proposer will be required to enter into a contract with McCarty on Monroe, LLC generally in accordance with the draft contract attached hereto as Attachment B. The submission of a proposal herein constitutes the agreement of the Proposer that any contract to be drawn as a result of an award herein will be prepared by the LLC, that Proposer may not insist on the use of its standard contract agreements, documents or forms, and that Proposer waives any demand for the use of its standard agreements. If a Proposer cannot agree to any of the stated terms and conditions, its proposal must clearly identify such terms and state the reason for any such non-compliance. 3. Background The City of Phoenix Municipal Housing Corporation (PMHC), an instrumentality of the City of Phoenix, submitted a Low Income Housing Tax Credit (LIHTC) application under the State of Arizona, Department of Housing (ADOH) urban set aside on March, 15, 2007. PMHC was established as an instrumentality of the City of Phoenix in 1974 to assist in the financing and construction of housing to benefit low-income persons. PMHC is the master developer of the project. Equity through the syndication of the LIHTC is a crucial component for financing the project. The project received an official reservation of funds letter from ADOH on June 27, 2007 awarding a reservation of tax credits from the 2007 allocation in the amount of $900,000. The redevelopment of the McCarty Apartments known as “McCarty on Monroe” constructed 69 units (35 LIHTC / 34 ACC) on the current site and contiguous vacant lots owned by the city. The project targets low- and very low-income seniors over the age of 62 and provides supportive services.

4. Scope of Work

A. Preparation of federal and state tax returns B. Financial Statement in connection with McCarty on Monroe, LLC operations C. Arizona Partnership Income Tax Return Form (165) and all applicable schedules D. IRS U.S. Return of Partnership Income, Form (1065) and associated schedules E. IRS Form 4562 Depreciation and Amortization F. IRS Forms: 8586, 8609-A, 8825,8916-A, G. Form 8879-PE IRS e-file Signature Authorization as applicable

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H. Form 7004 Application for Automatic Extension of Time to File I. Provide any other reports required from an independent auditor J. Proposer will read and become familiar with prior year’s Tax Return K. Assist with year 15 options analysis

5. Proposal Documents

All information associated with this RFP is contained in this document. 6. Questions regarding this RFP Any questions from potential Proposers concerning this RFP must be submitted in writing via email by 4:00pm Arizona time on Tuesday July 14, 2015 to Mr. Justin Francis at justin.francis@phoenix.gov. Questions and responses will be sent by email for review by prospective Proposers by 12:00 noon on Friday July 24, 2015. There will be no Pre-Submittal Conference for this RFP.

7. Special Contracting Requirements The following special contracting requirements will apply to the contract resulting from this RFP:

Nondiscrimination in Employment: The successful Proposer will be required to comply with the President’s Executive Order Number 11246. Eligibility: Awards will not be made to individuals or firms which are on lists of contractors ineligible to receive awards from the United States as furnished from time to time by HUD. HUD Form 5369: All Proposers should carefully review HUD Form 5369, attached hereto as Attachment C and incorporated herein by reference. In the context of this procurement the term PHA as used in HUD Form 5369 refers to the LLC. HUD Form 5369A: All Proposers should carefully review HUD Form 5369A, attached hereto as Attachment D and incorporated herein by reference. In the context of this procurement the term PHA as used in HUD Form 5369A refers to the LLC. HUD Form 5369B: All Proposers should carefully review HUD Form 5369B, attached hereto as Attachment E and incorporated herein by reference. In the context of this procurement the term PHA as used in HUD Form 5369B refers to the LLC. HUD Form 5369C: All Proposers should carefully review HUD Form 5369C, attached hereto as Attachment F and incorporated herein by reference. In the context of this procurement the term PHA as used in HUD Form 5369C refers to the LLC. HUD Form 5370C: If the contract amount may exceed $100,000, the provisions in HUD Form 5370C1, attached hereto as Attachment G and incorporated herein by reference, will be incorporated in the Contract between the successful Proposer and the LLC. HUD Form 2992: All Proposers should carefully review HUD Form 2992, attached hereto as Attachment H and incorporated herein by reference. In the context of this procurement the term participant as used in HUD Form 2992 refers to the Proposer. Legal Worker Requirement: Each Proposer represents that it is registered and participates in the E-Verify Program (Company ID Number _____________). Lawful Presence Requirement: Pursuant to A.R.S. §§ 1-501 and 1-502, the City of Phoenix and its instrumentalities are prohibited from awarding a contract to any natural person who cannot

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establish that such person is lawfully present in the United States. To establish lawful presence, a natural person must produce qualifying identification and sign a City-provided affidavit affirming that the identification provided is genuine. This requirement will be imposed at the time of contract award. This requirement does not apply to business organizations such as corporations, partnerships or limited liability companies.

8. Procurement of Transparency Policy Beginning on the date this RFP is issued and until the date the contract is awarded or the solicitation withdrawn, all persons or entities that respond to the solicitation for the Tax Credit Accounting Services for McCarty on Monroe, including their employees, agents, representatives, proposed partner(s), subcontractor(s), joint venturer(s), member(s), or any of their lobbyists or attorneys, (collectively, the “Proposer”) will refrain, from any direct or indirect contact with any person (other than the designated procurement officer) who may play a part in the selection process, including members of the evaluation panel, the City Manager, Assistant City Manager, Deputy City Managers, Department heads, the Mayor and other members of the Phoenix City Council, and officers of the Owner. As long as the solicitation is not discussed, Proposers may continue to conduct business with the City and discuss business that is unrelated to the solicitation with City and Owner staff who are not involved in the selection process. Proposers may discuss their proposal or the solicitation with the Mayor or one or more members of the Phoenix City Council, provided such meetings are scheduled through Justin Francis, conducted in person at 200 West Washington, Phoenix, Arizona 85003, and are posted as open meetings with the City Clerk at least twenty-four (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/or the head of the City Housing Department to the proposal review 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 that contracts are awarded in public, and protect the integrity of the selection process. Proposers that violate this policy shall be disqualified. 9. Proposal Requirements and Content All proposals submitted in response to this RFP must be organized as described below and include the information specified herein. A. Cover Letter. Each proposal must have a cover letter signed by a person authorized to bind the Proposer. The cover letter must contain the following information in sequential order:

Proposer’s name, address, office, cell phone and fax numbers, and email address for the primary contact person.

Proposer’s ability to perform the scope of work, and statement of Proposer’s general work experience, financial capability and insurance rating.

Proposed schedule for the initiation of work and delivery of services outlined in the Scope of Work.

Names of key staff that participated on similar projects and their specific responsibilities with respect to the Scope of Work for the McCarty on Monroe project.

B. HUD Form 5369C

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All Proposers will be required to complete and submit as part of their proposal HUD Form 5369-C (see Attachment D)

C. Compliance with Equal Employment Opportunity Requirements Proposers must be in compliance all nondiscrimination and equal opportunity requirements stated in the draft Contract Attachment B. The LLC extends to each individual, firm, vendor, supplier, contractor and subcontractors an equal economic opportunity to compete for Owner’s business and strongly encourages voluntary utilization of small or disadvantaged businesses. D. Incorporation of RFP Requirements. The Proposal must incorporate all contract terms and requirements specified in this RFP that are not already incorporated in the draft contract (Attachment B), so that the Proposal may be incorporated in the draft contract as Exhibit B(Consultants Proposal).

10. Submission of Proposals Proposals may be submitted electronically or in letter form in PDF format to Justin.francis@phoenix.gov or/ mailing to 251 W. Washington Street, 4th FL Phoenix, AZ 85003, by 4:00 p.m. Phoenix local time on Friday, July 24, 2015 Faxed proposals will be rejected as non-responsive. Proposals submitted after the specified time and date will not be accepted. Proposers submitting proposals in response to this RFP must not be debarred, suspended or otherwise prohibited from professional practice by any federal, state or local governmental agency. Failure on the part of a Proposer to read and/or understand any portion of this RFP shall not be cause for waiver of any portion of this RFP or any subsequent contract requirement. Proposals that fail to meet the format guidelines may be considered non-responsive and disqualified from further consideration. 11. Evaluation of Proposals. The RFP Evaluation Committee will evaluate proposals that are in compliance with requirements stated herein to determine the proposal most likely to meet the needs and objectives of the LLC, according to the following below: In reviewing and evaluating proposals, the LLC will consider the following: A proposal is to be submitted organized in the following sequence. The proposal must have a cover letter signed by a person authorized to bind the Proposer. The cover letter must contain the address; office, cell phone and fax numbers; and email address for the primary contact person. Note that elaborate proposals are not expected. What is sought in the Proposal is a simple, straightforward presentation of how the Proposer will undertake the work, the experience that qualifies the Proposer to do the work, the ability to perform the work, and fee and payment terms. Proposals that exceed lengths outlined below may be rejected. 11.1 Project Understanding and Approach – 200 points Present your proposed approach to completing the services that meet the requirements stated in this RFP and guidance on process improvement in preparation of annual federal and state tax returns. Maximum page count: 2. 11.2 Qualifications and Experience – 400 points Present the professional qualifications of Proposer, including the skills, capabilities and experience of the key individuals who will be involved in providing Tax Accounting Services. The key individuals must be

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named, and their roles identified. The individuals proposed for the work must in fact conduct the work. Substitutions of key staff assigned to the project will not be allowed without written permission. Experience working in multi-family settings involving LIHTC, mixed income/rent restrictions and public housing units is considered an essential qualification. Experience completing such assignments for properties in Phoenix, Arizona is desirable. Proposers must provide evidence that they have a minimum of three (3) years’ continuous experience within the past five (5) years preparing Certified Public Accountant/Tax Returns for multiple clients. Maximum page count: 4. 11.3 Fee and Payment Terms – 400 points Proposed contract price and explanation for the scope and quality needed for successful completion of the project. Emphasis placed on cost efficiency. Maximum page count: 2. 12. General Conditions Applicable to Proposals. A. Return of Proposals All materials submitted in response to this Request for Proposal become the property of the LLC upon delivery to the LLC and shall be appended to any formal documentation that would further define or expand the contractual relationship between the LLC and the Proposer. Each Proposer, as an express condition for the LLC's consideration of such proposal, agrees that the contents of every other proposal are confidential and proprietary, and waives any right to access such proposals. No submission or supporting documentation will be returned to Proposer. The foregoing provision will not apply to the proposal of the Proposer to whom an award is made or recommended, or to the proposal of any Proposer contesting, protesting or otherwise challenging an award or recommendation. Proposers submitting proposals should recognize that the LLC is an instrumentality of the City and, as a public body, the City is subject to the disclosure requirements of Arizona Public Records Law and must abide by public record laws, and the LLC and the City shall not be liable for disclosures required by law. B. Late Proposals Late proposals will be rejected regardless of the reason, including mail delivery problems beyond Proposer’s control.

C. Public Record Requests All proposals, supporting materials, and related documentation will become the property of the LLC upon receipt. This Request for Proposal, together with copies of all documents pertaining to any award, if issued becomes a matter of public record available for review pursuant to Arizona State law. If a Proposer believes that a specific section of its proposal response is confidential or proprietary, the Proposer shall isolate the pages from the rest of the proposal, mark them “confidential” and place this information in a seal envelope marked “Confidential Information”. Should a request be made of the City or the LLC for information that has been designated to be confidential by the Proposer, the LLC will notify Proposer seven (7) days prior to disclosure of such information to allow Proposer to take such actions it deems necessary at Proposer’s sole cost.

A. Confidential Information

The LLC is obligated to abide by all public information laws. If a Proposer believes that a specific section of its proposal is confidential, the Proposer shall isolate the pages marked confidential in a specific and clearly labeled section of its proposal. The Proposer shall include a written basis for considering the marked pages confidential including the specific harm or prejudice if disclosed and the Department will

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review the material and make a determination. E. LLC Reservation of Rights This RFP does not commit the LLC to award a contract or to pay any costs incurred in the preparation of a proposal to this request. The lowest priced proposal will not necessarily be selected. The LLC reserves the right to withhold the award for any reason the LLC in its discretion deems appropriate, to accept or reject any or all proposals received pursuant to this RFP in whole or in part, to waive any defects or informalities in a proposal, to negotiate with any qualified sources, to cancel in part or in its entirety this RFP, or to re-advertise this RFP. F. Inconsistency or Error in the RFP Any Proposer believing that there is any ambiguity, inconsistency or error in the RFP shall promptly notify the LLC of such apparent discrepancy. Failure to so notify the LLC by the RFP submission due date will constitute a waiver of claim of ambiguity, inconsistency or error. G. Proposer Errors or Omissions The LLC is not responsible for any Proposer's errors or omissions. H. Addenda The LLC will not be responsible for any oral instructions given by any employees of the City of Phoenix or the LLC in regard to the proposal instructions, specifications or proposal documents as described in this RFP. Any changes will be in the form of an addendum, which will be furnished to all Proposers who are listed with the LLC as having received the Request for Proposal, or to any other Proposer who requests an addendum. I. Proposer Incurred Costs The Proposer will be responsible for all costs incurred in preparing or responding to this RFP. J. Warranties The Proposer represents and warrants that the Proposer is fully aware of the Contract's requirements and intended uses of the products and services to be provided by the Proposer to the extent that they are described in the Contract. For each service or product described in the (Exhibit A "Scope of Work") the Proposer warrants that the Proposer shall perform it: 1) in a professional manner, and 2) according to its current description contained in the Contract. Each party represents and warrants that it has the right to enter into the Contract and there are no outstanding assignments, grants, licenses, encumbrances, obligations, or agreements which relate to the products or services (whether written, oral, or implied) which are inconsistent with the Contract and the rights transferred herein. The Proposer further represents that the LLC's use of the products as contemplated herein does not and will not infringe any patent, copyright, or other proprietary right of any third party, and there is currently no actual or threatened suit by any such third party based on an alleged violation of such right by the Proposer. K. Covenant Against Contingent Fees The Proposer warrants that no person or selling agent has been employed or retained to solicit or secure the contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent

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fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Proposer for the purpose of securing business. For breach or violation of this warranty, the LLC shall have the right to annul the Contract without liability or in its discretion to deduct from fees or payments due the Proposer the commission, percentage brokerage or contingent fee. L. Gratuities The LLC may, by written notice to the Proposer, may terminate the right of the Proposer to proceed under the Contract upon one (1) calendar day notice, if it is found that gratuities in the form of entertainment, gifts or otherwise were offered or given by the Proposer, or any agency or representative of the Proposer, to any officer or employee of the City or the LLC with a view toward securing or amending, or the making of any determinations with respect to the performance of such contract. In the event of such termination, the LLC shall be entitled to pursue the same remedies against the Proposer as the LLC could pursue in the event of default by the Proposer. M. Order of Precedence The Contract documents comprising the agreement between the LLC and the Proposer, and the order of precedence for the purpose of resolving any conflicts between and among the Contract documents, are as follows: 1. Terms and conditions set forth in the body of contract; 2. Provisions set forth in referenced documents; 3. Requirements and provisions set forth in this RFP; 4. The proposal submitted by the Proposer in response to this RFP. N. News Releases News releases pertaining to this service or any part of the subject shall not be made without prior approval of the LLC. 13. Modification or Withdrawal of Proposal A proposal may not be modified, withdrawn, or canceled by a Proposer for 120 days following the proposal submission deadline and each Proposer so agrees in submitting the proposal. Proposals may be withdrawn, altered and/or resubmitted at any time prior to the submission deadline. Notice of withdrawal of proposal prior to submittal date must be in writing and must be signed by the Proposer. 14. Proposer Certification By submission of a proposal, the Proposer certifies that the Proposer has not paid or agreed to pay any fee or commission, or any other item of value contingent on the award of a contract to any employee, official or current contracting consultant of the City or the LLC. 15. Exceptions It is the intent of the LLC to award a contract on a fair, competitive basis. For this reason, the LLC may view the notation of any "Exception" in response to any material conditions or requirement of the RFP as an attempt by the Proposer to vary the terms of the RFP which, in fact, may result in giving such Proposer

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an unfair advantage over other Proposers. For this reason, the LLC, at its option, will not allow exceptions to any material requirement if, in the opinion of the LLC, the exceptions alter the overall intent of this RFP, unless the exception would be of material benefit to the LLC. 16. LLC's Right To Disqualify For Conflict Of Interest The LLC reserves the right to disqualify any Proposer on the basis of any real or apparent conflict of interest that is disclosed by the proposal submitted or any other data available to the LLC. This disqualification is at the sole discretion of the LLC. Any Proposer submitting a proposal herein waives any right to object to the LLC’s exercise of this right, now or at any future time, before anybody or agency, including but not limited to, the City Council of the City of Phoenix, or any court. 17. Withdrawal of Proposals At any time prior to the solicitation due date and time, a proposer (or designated representative) may withdraw the proposal by submitting a written request signed by a duly authorized representative of the Proposer to: McCarty on Monroe, c/o City of Phoenix Housing Department, Justin Francis, Asset Manager, 251 West Washington Street, 4th Floor, Phoenix, Arizona, 85003. Facsimiles, telegraphic or mailgram withdrawals shall not be considered. 18. Screening of Proposals Proposals are binding upon the Proposer for thirty (30) days after the date for submittal, subject to any agreed upon extension. Each Proposal will be evaluated on its individual merits in accordance with the factors contained in Section 11 of this RFP. The LLC reserves the right to accept the Proposal which, in its judgment, will best serve the interests of the LLC.

The LLC reserves the right to interview Proposers and/or negotiate a contract with the Proposer whose qualifications, price and other factors considered, are ranked the highest. Should one or more Proposers be asked to submit Best and Final Offers (“BAFO”), those Proposals are also ranked and shall be binding upon the BAFO Proposer(s) for thirty (30) days after the deadline for receipt of Best and Final Offers, if any. Following selection of the successful Proposer, the LLC will issue a notice to proceed. The LLC reserves the right to reject any and all Proposals, and/or negotiate with one or more Proposers. 19. Protest of Award

1. All Proposal recommendations will be posted on the Website https://www.phoenix.gov/finance/business-opportunities/bid-awards-and-recommendations

2. The Protest Period will begin once an award recommendation is posted on the Website. 3. The Protest Period will close at 2:00 p.m. seven (7) calendar days from the date the

Proposal recommendations are posted on the Website. 4. All documents submitted by proposers shall become the property of the LLC and become

a matter of public record available for review pursuant to Arizona State law. Proposers shall mark any information as part of the Proposer’s proposal that Proposer deems confidential or proprietary (collectively "Proprietary Information"). If the LLC receives a request to review or disclose such Proprietary Information, the LLC will provide the Proposer written notice of the request to allow the Proposer an opportunity to obtain a court order to prevent the disclosure or review of such Proprietary Information. The Proposer must obtain a court order within seven (7) calendar days from the date of the notice. If no court order is issued and received by the LLC within the seven day period, the LLC may disclose or allow the review of such Proprietary Information. When

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Proprietary Information is notated in the bid file, the Protest Period will be extended 7 days to allow for this process.

5. When the award recommendation is posted, the procurement file will be made available

for Proposer review. The procurement file consists of all Proposers’ proposals, the solicitation and all addendums, advertising documents, agendas, meeting minutes, presentations (if any), signed conflict of interest statements by evaluators, and evaluation committee consensus scoring.

20. Content of Bid Protests

1. Protests must be in writing and delivered via Certified Mail with Signature Receipt to the LLC at the following address:

McCarty on Monroe c/o City of Phoenix Housing Department Attn: Justin Francis 251 W. Washington St., 4th Floor

Phoenix, AZ 85003

2. Protests must include: a. The name, address, and telephone number of the protester. b. The signature of the protester or its representative c. Identification of the solicitation number d. A detailed statement of the legal and factual grounds of protest including copies

of relevant documents e. The form of relief requested.

3. Protests must be submitted so that they are received by the LLC at the address stated

above within the protest period. If the protester demonstrates good cause, the LLC may consider a protest that is not filed timely.

21. Resolution of the Bid Protests

1. Following receipt of a Bid Protest the LLC will confer with its legal counsel and may resolve the protest.

2. The LLC will provide a copy of the protest letter to the recommended Proposer. 3. The LLC will issue a written decision within fourteen (14) calendar days after the filing of

the protest. The decision of the LLC will include: a. The basis for the decision b. A statement that the decision may be appealed, the deadline for appeal, (must

be at least fourteen (14) calendar day(s), and the name and contact information for the Appeal Panel.

22. Appeals of Protests

1. Authority to resolve appeals will be assigned by the City Manager to a 4-person Appeal Panel consisting of a representative of the City Manager’s Office, a representative of the City Auditor’s Office, a citizen committee member of the Procurement Process Improvement Workgroup, and a Department Director from a City department other than the Housing Department. The City Manager may appoint an independent Hearing Officer to hear the case in lieu of the 4-person Appeal Panel.

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2. The Protester must appeal the decision in writing to the Appeal Panel within the time frame outlined in the protest response (not less than fourteen (14) calendar days) and provide a copy to the LLC.

3. The appeal must include the following information:

a. The information required in Section 20, 2 above. b. A copy of the original protest and the decision letter from the LLC. c. The factual or legal error in the original decision of the LLC.

4. The LLC will provide a copy of the appeal to the successful Proposer. 5. The LLC will provide a report to the Appeal Panel within fourteen (14) calendar days that

includes all documents relevant to the LLC’s decisions on the proposed award, the protest, and the appeal.

6. The Appeal Panel has the final authority to resolve all appeals. The Appeal Panel’s

report will be issued to the City Manager, the LLC, the Protester and the selected Proposer within thirty (30) days of the date the appeal is filed.

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ATTACHMENT ‘B’

Draft Contract/Standard Provisions ACCOUNTING SERVICES AGREEMENT

BETWEEN MCCARTY ON MONROE, LLC

AND [Name of Consultant]

THIS ACCOUNTING SERVICES AGREEMENT (the “Agreement”) is made and entered into as of August___, 2015 (the “Effective Date”) by and between McCarty on Monroe , LLC, a limited liability company organized and existing under the laws of the State of Arizona (“Owner”) and [Name of Consultant], a [entity type] organized and existing under the laws of the [State] (“Consultant”).

RECITALS

A. The managing member of the Owner, McCarty on Monroe (the “Developer” or “MoM”), is authorized and empowered by provisions of the Owner’s operating agreement to manage, operate and control the company’s business and to execute contracts for professional services.

B. The President of the Developer is authorized and empowered by a resolution adopted by the Owner to execute all agreements and contracts on behalf of the Owner with respect to the Project (as defined below).

C. The Owner constructed a multifamily rental development comprised of (69) units, also known as McCarty on Monroe (the “Property”). The project has been in operation since 2009.

D. The Owner requires a consultant to assist the Owner with accounting services,

federal and state tax returns relating to the ongoing operation of the property.

E. Consultant was procured by Owner to provide the Services as defined herein pursuant to a Request for Proposal which was issued July 1, 2015 (the “RFP”) and Consultants Proposal dated July __, 2013 (the “Consultant’s Proposal”), the terms of which are incorporated herein by reference.

F. The Consultant possesses the skills and expertise necessary to provide such accounting services desired by the Owner.

NOW, THEREFORE, in consideration of the covenants contained herein, the parties agree as

follows:

1. Term of Agreement. This Agreement shall be in effect from the date first stated above for a period of three (3) years. The City shall have the option to renew this Agreement for two (2) additional one-year periods, by written notice to the Manager received on or before 60 days prior to the expiration of the initial two (3) year term, or subsequent renewed term, on the same terms and conditions as herein stated.

2. Services. Consultant will provide accounting services in connection with the Project as requested by the City as more specifically described on Exhibit A attached hereto (the “Services”), which may be supplemented with additional detail from time to time during the Term of this Agreement, in accordance with Consultant’s Proposal. The Consultant will also work with representatives of the Owner, the Developer and the City in providing the Services.

3. Compensation. Consultant will be paid for the Services performed under this Agreement and

accepted by the Owner in accordance with the fee schedule set forth in the Consultant’s Proposal and attached hereto as Exhibit B (the “Fee Schedule”); provided, however, that the total maximum amount of

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compensation for this Agreement may not exceed Fifty Thousand Dollars ($50,000.00). Owner will pay for services at the rate(s) specified in the Fee Schedule, with no additional charges for overhead, benefits, travel or administrative support unless approved by the Owner. Payments shall be made in proportion to the services performed and no more than ninety percent (90%) of the total contract price shall be paid before the work is totally completed and accepted by the Owner. The final payment shall not be made by the Owner until all Services required under this Agreement are completed by the Consultant and accepted by the Owner and the Consultant provides the Owner with all final financial reports, progress reports, documentation, materials and evidence of costs and disbursement as required under this Agreement.

4. Indemnification of the Owner, the Developer, and the City Against Liability. Contractor shall indemnify, defend, save and hold harmless the Owner, the Developer, the City and their officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, partners, 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 or its owners, partners, officers, directors, agents, employees or subcontractors 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 Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this Agreement, the Consultant agrees to waive all rights of subrogation against the Owner, the Developer, the City, and their directors, officers, officials, agents and employees for losses arising from the services performed by the Consultant or its owners, partners, officers, directors, agents, employees or subcontractors.

5. Insurance. The Consultant and its subcontractors shall procure and maintain insurance in the amounts and form specified in the attached Exhibit C (the “Insurance Requirements”). 6. Independent Consultant Status.

(a) The parties agree that the Consultant is providing the Services under this Agreement on a part-time and/or temporary basis and that the relationship created by this Agreement is that of employer and independent contractor. Neither the Consultant nor any of the Consultant's owners, partners, officers, directors, agents, employees or subcontractors shall be deemed to be the employee, agent, or servant of the Owner, the Developer or the City. The Consultant shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, worker’s compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and shall indemnify, save and hold harmless the Owner, the Developer and the City with respect thereto. The Owner is interested in only the results obtained under this Agreement; the manner, means and mode of completing the same are under the sole control of the Consultant.

(b) This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture, partnership or formal business association or organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth in this Agreement.

7. Legal Worker Requirements. The Owner is prohibited by Arizona Revised Statutes § 41-4401 from awarding an agreement to any contractor who fails, or whose subcontractors fail, to comply with Arizona Revised Statutes § 23-214(A). Therefore, the Consultant agrees that:

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(a) The Consultant and each subcontractor it uses warrants their compliance with all

federal immigration laws and regulations that relate to their employees and their compliance with Arizona Revised Statutes § 23-214(A).

(b) A breach of warranty under Section 8(a) shall be deemed a material breach of

this Agreement and is subject to penalties up to and including termination of this Agreement. (c) Unless otherwise prohibited by applicable law, the City retains the legal right to

inspect the papers of the Consultant or subcontractor employee(s) who work(s) on this Agreement to ensure that the Consultant or subcontractor is complying with the warranty under Section 8(a).

8. Confidentiality and Data Security. The Consultant shall comply with the following

confidentiality and data security requirements.

(a) Consultant shall keep confidential and secure all data, regardless of form, including originals, images and reproductions, prepared by, obtained by, or transmitted to the Consultant in connection with this Agreement or to establish the Consultant’s compliance with this Agreement, that: (i) personally identifies any person by first and last name combined with private information, government issued identifiers or information, or financial account information (“Confidential Personal Data”); or (ii) is restricted information, including but not limited to sensitive public infrastructure and/or utility information, information that is exempted from public disclosure under state or federal public records law, customer data bases, personnel information, selected procurement information, licensed proprietary or copyrighted information, and security information (“Confidential Owner Data”). Except as specifically provided in this Agreement, the Consultant shall not disclose Confidential Personal Data or Confidential Owner Data to any third person without the prior written consent of the Owner.

(b) The Consultant must secure and protect all Confidential Personal Data or

Confidential Owner Data, whether in electronic format or hard copy, at all times to avoid unauthorized access. At a minimum, the Consultant must encrypt and/or password-protect electronic files containing such confidential data, including data saved to laptop computers, computerized devices or removable storage devices.

(c) When Confidential Personal Data or Confidential Owner Data, regardless of its

format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed, or reconstructed.

(d) In the event that Confidential Personal Data or Confidential Owner Data collected

or obtained by the Consultant in connection with this Agreement is believed to have been compromised, the Consultant shall notify the Owner immediately. The Consultant agrees to reimburse Owner, the Developer and/or the City for any costs incurred by the Owner, the Developer and/or the City to investigate potential breaches of this data and, where applicable, the cost of notifying individuals who may be impacted by the breach.

(e) The Consultant agrees that the requirements of this Section 9 shall be

incorporated into all subcontracts entered into by the Consultant. It is further agreed that a violation of this Section 9 shall be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section 9 may result in immediate termination of this Agreement without notice.

(f) The Consultant shall indemnify, defend, save and hold harmless the Owner, the

Developer, the City and their officers, officials, agents, and employees from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’

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fees, and cost of claims processing, investigation and litigation) for any loss caused, or alleged to be caused, in whole or in part, by Consultant’s or any of its owners’, officers’, directors’, agents’ or employees’ failure to comply with the requirements of this Section 9. This indemnity includes any claim arising out of the failure of contractor/consultant to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.

(g) The obligations of Consultant under this Section 9 shall survive the termination of

this Agreement.

9. Contacts With Third Parties. Should Consultant be contacted by any person requesting information or requiring testimony relative to the Services provided under this Agreement or any other prior or existing agreement with the Owner or the City, Consultant shall promptly inform the Owner and the City giving the particulars of the information sought and shall not disclose such information or give such testimony without the consent of the Owner or court order. It is agreed that a violation of this Section 9 shall be deemed to cause irreparable harm that justifies injunctive relief in court. The obligations of Consultant under this Section 9 shall survive the termination of this Agreement.

10. Equal Opportunity Requirement. Consultant in performing under this contract shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age, or disability nor otherwise commit an unfair employment practice. Consultant will ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, national origin, age, or disability. Such action shall include but not be limited to the following: Employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. Consultant further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this contract. Consultant further agrees that this clause will be incorporated in all subcontracts, job-consultant agreements or subleases of this agreement entered into by Consultant.

11. Audit/Records. The Owner, HUD, the Comptroller General of the United States, the Government Accounting Office, ADOH, or any of their authorized representatives shall have access, at reasonable times, to any and all financial and programmatic books, documents, papers and records of Consultant (collectively, the “Records”) relative to the performance of Services under this Agreement for the purpose of making audits, examinations, excerpts and transcriptions. The Consultant shall also permit independent auditors access to the Records as necessary to comply with federal audit requirements and the LIHTC Program. All Records pertaining to this Agreement shall be kept on a generally accepted accounting basis for a minimum period of three (3) years following termination of this Agreement. Notwithstanding the foregoing, files (other than core documents, as defined in the Consultant’s record retention policy, including insurance policies, which are permanently retained) will not be retained for more than five (5) years after the expiration of a particular policy’s term.

12. Compliance With Laws and Funding Requirements.

(a) The Consultant understands and acknowledges the applicability of the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989 to it.

(b) The Consultant agrees to comply with all other applicable federal laws,

regulations, Executive Orders, standards, orders, requirements and policies, including, but not limited to: the Executive Order 11246 of September 24, 1995, entitled “Equal Employment

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Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations set forth in 41 C.F.R. chapter 60; Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. § 1701u); the Copeland “Anti-Kickback” Act (18 U.S.C. § 874), as supplemented in Department of Labor Regulations set forth in 29 C.F.R. part 3; the Davis-Bacon Act (40 U.S.C. §§ 276a to 276a7), as supplemented by Department of Labor regulations set forth in 29 C.F.R. part 5; Sections 103 and 107 of Contract Work Hours, and Safety Standards Act (40 U.S.C. §§ 327-330), as supplemented by Department of Labor regulations set forth in 29 C.F.R. part 5; Section 306 of the Clean Air Act (42 U.S.C. § 1867 (h)), Section 508 of the Clean Water Act (33 U.S.C. § 1968), Executive Order 11738, and Environmental Protection Agency regulations set forth in 40 C.F.R. part 15; and the Energy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

(c) The Consultant agrees to comply with all applicable state and local laws,

regulations, codes and ordinances. (d) The Consultant agrees to comply with any and all applicable federal, state and

local laws, regulations, codes and ordinances, and other requirements made applicable to this Agreement because of funding sources used by the Project, including the requirements of the City’s HOPE VI Grant Agreement, and requirements made applicable because of federal subsidies, including the requirements set forth or referenced in HUD Form 5369, HUD Form 5369C, HUD Form 5370C, and HUD Form 2992, which are incorporated in this Agreement by reference.

(e) The Consultant agrees that the Owner, the Developer, the City, HUD, the

Comptroller General of the United States, the Government Accounting Office and ADOH may verify the Consultant’s compliance with all applicable laws in performing the services required under this Agreement.

13. Consultant and Subconsultant Employee Security Inquiries; Badging.

(a) Contract Worker Background Screening. The Consultant agrees that all

employees, contract workers and subcontractors (collectively “Contract Worker(s)”) that the Consultant furnishes to the Owner pursuant to this Agreement shall be subject to background and security checks and screening (collectively “Background Screening”) at the Consultant’s sole cost and expense as set forth in this Section 14. The Background Screening provided by the Consultant shall comply with all applicable laws, rules and regulations. The Consultant further agrees that the Background Screening required in this Section 14 is necessary to preserve and protect public health, safety and welfare. The Background Screening requirements set forth in this Section 14 are the minimum requirements for this Agreement. The Owner in no way warrants that these minimum requirements are sufficient to protect the Consultant from any liabilities that may arise out of the Consultant’s services under this Agreement or the Consultant’s failure to comply with this Section 14. Therefore, in addition to the specific measures set forth below, the Consultant and its Contract Workers shall take such other reasonable, prudent and necessary measures to further preserve and protect public health, safety and welfare when providing services under this Agreement.

(b) Background Screening Requirements and Criteria. Because of the varied types

of services performed, the Owner has established three levels of risk and associated Background Screening. The risk level and Background Screening required for this Agreement is Standard Risk as described in Section 14(b)(2).

Minimum Risk and Background Screening (“Minimum Risk”). A minimum risk

Background Screening shall be performed when the Contract Worker: (i) will not have direct access to City, Developer or Owner facilities or information systems; or (ii) will not work with vulnerable adults or children; or (iii) when access to City, Developer or Owner facilities is escorted by City staff. The Background Screening for minimum risk shall

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consist of the screening required by Arizona Revised Statutes §§ 41-4401 and following to verify legal Arizona worker status.

Standard Risk and Background Screening (“Standard Risk”). A standard risk

Background Screening shall be performed when the Contract Worker’s work assignment will: (i) require a badge or key for access to City, Developer or Owner facilities; or (ii) allow any access to sensitive, confidential records, personal identifying information or restricted information of the City, Developer and/or the Owner; or (iii) allow unescorted access to City, Developer or Owner facilities during normal and non-business hours. The Background Screening for this standard risk level shall include the Background Screening required for the Minimum Risk level and a background check for real identity/legal name, and shall include felony and misdemeanor records from any county in the United States, the state of Arizona, plus any other jurisdiction where the Contract Worker has lived at any time in the preceding seven (7) years from the Contract Worker’s proposed date of hire.

Maximum Risk and Background Screening (“Maximum Risk”). A maximum risk

Background Screening shall be performed when the Contract Worker’s work assignment will: (i) have any contact with vulnerable people such as children, youth, elderly, or individuals with disabilities; or (ii) have any responsibility for the receipt or payment of City funds or control of inventories, assets, or records that are at risk of misappropriation; or (iii) have unescorted access to City, Developer or Owner data centers, money rooms, or high-value equipment rooms; or (iv) have access to private residences; or (v) have access to Homeland Defense Bureau identified critical infrastructure sites/facilities. The Background Screening for this maximum risk level shall include the Background Screening required for the Standard Risk level, plus a sexual offender search, a credit check, and driving record search for the preceding seven (7) years from the Contract Worker’s proposed date of hire. Contract Workers who work directly with children or vulnerable adults are also subject to fingerprint verification through the Arizona Department of Public Safety as mandated by Phoenix City Code, § 2-45.6. (c) Consultant Certification; City Approval of Background Screening. By executing

this Agreement, the Consultant certifies and warrants that it has read the Background Screening requirements and criteria in this Section 14, understands them and that all Background Screening information furnished to the City, Developer and/or the Owner is accurate and current. Also, by executing this Agreement, the Consultant further certifies and warrants that it has satisfied all such Background Screening requirements for the Standard Risk Background Screenings as required. The Owner may, in its sole discretion, accept or reject any or all of the Contract Workers proposed by the Consultant for performing work under this Agreement. A Contract Worker rejected for work under this Agreement shall not be proposed to perform work under other City, Developer or Owner contracts or engagements without the City’s, the Developer’s or the Owner’s (as the case may be) prior written approval.

(d) Terms of This Section Applicable to all of the Consultant’s Contracts and

Subcontracts. The Consultant shall include the terms of this Section 14 for Contract Worker Background Screening in all contracts and subcontracts for services furnished under this Agreement including, but not limited to, supervision and oversight services.

(e) Materiality of Background Screening Requirements; Indemnity. The Background

Screening requirements of this Section 14 are material to the Owner’s entry into this Agreement and any breach of this Section 14 by the Consultant shall be deemed a material breach of this Agreement. In addition to the indemnity provisions set forth in Section 4 of this Agreement, the Consultant shall defend, indemnify and hold harmless the City, the Developer and the Owner for any and all Claims (as defined in Section 4) arising out of this Section 14 including, but not limited to, the disqualification of a Contract Worker by the Consultant or the City, the Developer or the Owner for failure to satisfy this Section 14.

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(f) Continuing Duty; Audit. The Consultant’s obligations and requirements that

Contract Workers satisfy this Section 14 shall continue throughout the entire term of this Agreement. The Consultant shall notify the Owner immediately of any change to a Maximum Risk Background Screening of a Contract Worker previously approved by the Owner. The Consultant shall maintain all records and documents related to all Background Screenings and the City, Developer and the Owner reserve the right to audit the Consultant’s compliance with this Section 14 pursuant to Section 12.

(g) Badging and Access to City Facilities. Contractor (i) will not have direct access

to City facilities or information systems; (ii) will not work with vulnerable adults or children; and (iii) will only access City facilities when escorted by City workers. Accordingly the Housing Department has determined that this contract involves minimum risk, and that Contractor will not be required to apply for or obtain a badge to access City facilities. If these circumstances change Contractor and City will amend this Agreement to establish background screening and badging requirements for contract workers consistent with applicable City regulations.

14. Compliance with Section 3 of the Housing and Urban Development Act of 1968.

(a) This Agreement is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. § 1701u (“Section 3”). Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given to lower-income persons residing within the unit of local government or the metropolitan area (or nonmetropolitan county), as determined by the Secretary, in which the project is located and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the same metropolitan area (or nonmetropolitan county) as the Project.

(b) Notwithstanding any other provision of this Agreement, the Consultant shall carry

out the provisions of Section 3 and the regulations issued by HUD as set forth in 24 C.F.R. Part 135, and all applicable rules and orders of HUD issued thereunder prior to the execution of this Agreement. The requirements of the regulations include, but are not limited to, development and implementation of an affirmative action plan for utilizing business concerns located within, or owned in substantial part by persons residing in, the area of the project; the making of a good faith effort, as defined by the regulations, to provide training, employment and business opportunities required by Section 3; and incorporation of the “Section 3 clause” specified by 24 C.F.R. § 135.38 of the regulations and Section 613(d) hereof in all contracts for work in connection with the Project. The Borrower certifies and agrees that the Consultant is under no contractual or other disability which would prevent compliance with these requirements.

(c) Compliance with the provisions of Section 3, the regulations set forth in 24 C.F.R.

Part 135, and all applicable rules and orders issued by HUD thereunder prior to execution of this Agreement, shall be a condition of the federal financial assistance provided to the Project, binding upon the Consultant, the Consultant's contractors and subcontractors, successors, and assigns. Failure to fulfill these requirements shall subject the Consultant, the Consultant's contractors and subcontractors, successors, and assigns to the sanctions specified by this Agreement, and to such sanctions as are specified by 24 C.F.R. Part 135.

(d) The Borrower shall incorporate or cause to be incorporated into any contract or

subcontract for work pursuant to this Agreement in excess of $100,000 cost, a requirement that all contractors and subcontractors provide the City with completed HUD Forms 60002 Section 3 Summary Reports in the form of Exhibit D, and will include in such contracts the following clause: “EMPLOYMENT OF PROJECT AREA RESIDENTS AND CONTRACTORS

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a. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. § 1701u (“Section 3”). The purpose of Section 3 is to ensure that the employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low and very low income persons, particularly persons who are recipients of HUD assistance for housing.

b. The parties to this contract agree to comply with HUD's regulations in 24

C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations.

c. The contractor agrees to send to each labor organization or

representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site which both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin.

d. The contractor agrees to include this Section 3 clause in every

subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135.

e. The contractor will certify that any vacant employment positions,

including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Part 135.

f. Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result

in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

g. With respect to work performed in connection with section 3 covered

Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. § 450e) also applies to the work performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b).”

(e) The Consultant agrees to be bound by the above Section 3 clause with respect

to the Consultant's own employment practices when participating in federally-assisted work.

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15. Contract Amendments. Whenever an addition, deletion or alteration to the services described in the Scope of Work substantially changes the scope of work thereby materially increasing or decreasing the cost of performance, a supplemental agreement must first be approved in writing by the Owner and the Consultant before such addition, deletion or alteration shall be performed. Changes to the services required under this Agreement may be made and the compensation to be paid to the Consultant may be adjusted by mutual agreement, but in no event may the compensation exceed the amount authorized without further authorization by the Owner. It is specifically understood and agreed that no claim for extra work done or materials furnished by the Consultant will be allowed except as provided herein, nor shall Consultant do any work or furnish any materials not covered by this Agreement unless first authorized in writing. Any work or materials furnished by the Consultant without prior written authorization shall be at the Consultant's risk, cost and expense, and the Consultant agrees to submit no claim for compensation or reimbursement for additional work done or materials furnished without prior written authorization.

16. Non-Assignability.

(a) This Agreement is in the nature of a personal services agreement and Consultant

shall have no power to assign its rights and obligations under this Agreement without the prior written consent of the Owner. Any attempt to assign without such prior written consent shall be void.

(b) An essential consideration provided to the Owner by Consultant to induce the Owner to enter into the Agreement is Consultant's representation that the individual(s) performing services shall include [List and title of staff]`. Therefore, should these individuals sever their relationships with the consultant's firm, or otherwise be unavailable to carry out Consultant's duties under this Agreement for an extended period of time, which period shall be determined at the sole discretion of the Owner, then the Owner may, without notice, immediately terminate this Agreement for cause.

17. No Oral Alterations. No alteration or variation of the terms of this Agreement shall be

binding on the parties herein unless such alteration or variation is in writing and signed by each of the parties to this Agreement. No oral understanding or agreement not incorporated in this Agreement shall be binding on any of the parties herein.

18. Notices. Any notice, consent or other communication required or permitted under this Agreement shall be in writing and either delivered in person, sent by facsimile transmission, or deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested.

If to Consultant: [Name of Consultant] [Consultant’s Address] [Consultant’s Fax Number]

If to the Owner: Justin Francis, Asset Manager McCarty on Monroe , LLC c/o City of Phoenix Housing Department 251 West Washington Street, 4th Floor Phoenix, AZ 85003 Facsimile: (602) 534-1214

19. Integration. This Agreement constitutes and embodies the full and complete

understanding and agreement of the parties hereto and supersedes all prior understandings, agreements, discussions, proposals, bids, negotiations, communications, and correspondence, whether oral or written. No representation, promise, inducement or statement of intention has been made by any party hereto which is not embodied in this Agreement, and no party hereto shall be bound by or liable for any statement of intention not so set forth.

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20. Governing Law; Forum; Venue. This Agreement is executed and delivered in the State of Arizona, and the substantive laws of the State of Arizona (without reference to choice of law principles) shall govern their interpretation and enforcement. Any action brought to interpret or enforce any provision of this Agreement that cannot be administratively resolved, or otherwise related to or arising from this Agreement, shall be commenced and maintained in the state or federal courts of the State of Arizona, Maricopa County, and each of the parties, to the extent permitted by law, consents to jurisdiction and venue in such courts for such purposes.

21. Fiscal Year Clause. The Owner’s fiscal year begins January 1 and ends December 31 each calendar year. The Owner will make payment for services rendered or costs encumbered only during a fiscal year and for a period of sixty (60) days immediately following the close of the fiscal year. Therefore, Consultant must submit billings for services performed or costs incurred prior to the close of a fiscal year within ample time to allow payment within this 60-day period.

22. Termination or Suspension of Services.

(a) The Owner may terminate this Agreement, in whole or in part, upon written notice

specifying the effective date and the reasons for it, due to the failure of the Consultant to comply with any term and condition of this Agreement, including compliance with the scope of work, budget considerations, submittal of reports or the consistent furnishings of incorrect or incomplete reports or records, or compliance with any federal, state, and/or local laws, which failure has not been remedied by the Consultant to the Owner’s reasonable satisfaction within thirty (30) days following written notice from the Owner specifying such breach.

(b) The Owner reserves the right to terminate this Agreement without cause, in

whole or in part, or to abandon the services required under this Agreement, or any part of the services not then completed, by notifying the Consultant in writing, whenever the Owner determines that such termination is in its best interest.

(c) Immediately upon receiving a written notice to terminate or suspend services required under this Agreement (the “Notice of Termination”), Consultant shall:

(1) Discontinue advancing the work in progress, or such part that is described in the Notice of Termination.

(2) Deliver to the Owner all collected raw data, draft reports, preliminary reports, working papers, estimates and forecasts entirely or partially completed, together with all unused materials supplied by the Owner.

(3) Appraise the work it has completed and submit a final invoice to the Owner for evaluation.

(4) Be paid in full pro rata value for services performed to the date of its receipt of the Notice of Termination, including reimbursement for all reasonable costs and expenses incurred by the Consultant in terminating the work, that are approved by the Owner. No payment shall be made for loss of anticipated profits or unperformed services.

(5) Except as otherwise provided herein, the Consultant’s obligation, and the

obligation of its affiliates, to provide the services required under this Agreement to the Owner will cease upon the effective date of termination, unless otherwise agreed in writing.

(d) In the event the Owner terminates this Agreement pursuant to Section 23(a),

Owner may (1) require the Consultant to deliver to it, in the manner and to the extent directed by the Consultant, any work described in the Notice of Termination; (2) take over the work and

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prosecute the same to completion by contract of otherwise, and the Consultant shall be liable for any additional cost incurred by the Owner; and (3) withhold any payments to the Consultant, for the purpose of set-off or partial payment, as the case may be, of amounts owed to the Owner by the Consultant. In the event of termination for cause/default, the Owner shall be liable to the Consultant for reasonable costs incurred by the Consultant before the effective date of the termination. Any dispute shall be decided by the Contracting Officer. Subject to the foregoing limitations the Owner shall make final payment for all services performed and accepted within sixty (60) days after the Consultant has delivered to the Owner any final progress reports, documentation, materials and evidence of costs and disbursement as required under this Agreement. All documents, together with all unused materials supplied by the Owner, the Developer or the City are to be delivered to the Owner or its designated representative upon completion or termination of this Agreement before the final payment is made to the Consultant. Any use by the Owner of preliminary reports, raw data or other incomplete material returned by the Consultant shall be at the Owner’s sole risk for such use.

(e) The Owner may, by written notice, direct the Consultant to suspend performance on all or any part of the services required under this Agreement for such period of time as may be determined by the Owner to be necessary of desirable for its convenience. If such suspension causes additional expense to the Consultant in performance, and not due to fault or negligence of the Consultant, the contract price will be adjusted on the basis of actual costs resulting directly from the suspension, and the period for performance of the services required under this Agreement will be extended by mutual agreement. Any claim by the Consultant for a price adjustment must be supported by appropriate documentation asserted promptly after the Consultant has been notified to suspend performance. 23. Professional Competency.

(a) The Consultant represents that it is familiar with the nature and extent of this

Agreement, the services required under this Agreement, and any conditions that may affect its performance under this Agreement. The Consultant further represents that it (1) is fully experienced and properly qualified; (2) is in compliance with all applicable license and certification requirements; and (3) is equipped, organized, and financed to perform such required services.

(b) The services provided by the Consultant will be performed in a manner

consistent with that level of care and skill ordinarily exercised by members of the Consultant’s profession currently practicing in the same industry under similar conditions. Acceptance or approval by the Owner of the Consultant's work shall in no way relieve the Consultant of liability to the Owner for damages suffered or incurred arising from the failure of the Consultant to adhere to the aforesaid standard of professional competence.

24. Specific Performance. The Consultant agrees in the event of a breach by the Consultant

of any material provision of this Agreement, the Owner shall, upon proper action instituted by it, be entitled to a decree of specific performance thereof according to the terms of this Agreement. Notwithstanding the foregoing, the Owner shall not seek specific performance of acts which would cause the Consultant to violate applicable professional standards. In the event the Owner shall elect to treat any such breach on the part of the Consultant as a discharge of this Agreement, the Owner may nevertheless maintain an action to recover damages arising out of such breach. This Section 25 is not intended as a limitation of such other remedies as may be available to the Owner under law or equity.

25. Force Majeure. The Consultant shall not be responsible or liable for, or deemed in breach hereof because of any delay in the performance of its obligations hereunder to the extent caused by circumstances beyond its control, without its fault or negligence, and that could not have been prevented by the exercise of due diligence, including but not limited to fires, natural disasters, riots, wars, unavoidable and unforeseeable site conditions, failure of the Owner to provide data within the Owner’s possession or to make necessary decisions or provide necessary comments in connection with any

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required reports prepared by the Consultant in connection with the Services and the unforeseeable inability to obtain necessary site access, authorization, permits, licenses, certifications and approvals (such causes hereafter called "Force Majeure").

26. Documentation; Rights in Data and Patent Rights_(Ownership and Proprietary Interest).

(a) The Owner shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all information, materials, and documents discovered or produced by Consultant pursuant to the terms of this Agreement, including, but not limited to, reports, memoranda or letters concerning the research and reporting tasks of the Agreement.

(b) All documents including, but not limited to artwork, copy, posters, billboards,

photographs, video tapes, audio tapes, systems designs, drawings, estimates, field notes, investigations, software, reports, diagrams, surveys, analysis, studies or any other original works of authorship created by the Consultant in the performance of this Agreement are to be and remain "works for hire" under Title 17, United States Code, and the property of the Owner and all copyright ownership and authorship rights in the work(s) shall belong to the Owner pursuant to 17 U.S.C. § 201(b). In the event that the work(s) that is/are the subject matter of this Agreement is deemed to not be work for hire, then the Consultant hereby assigns to the Owner all of the right, title and interest for the entire world in and to the work(s) and the copyright therein. The Consultant agrees to cooperate and execute additional documents reasonably necessary to conform with its obligations under this paragraph. Notwithstanding the preceding sentences of this paragraph, Owner agrees and acknowledges that no exclusive rights to existing materials, processes, opinions, work schedules, working papers, reports, letters and other similar materials developed by the Consultant will be relinquished by the Consultant. The Consultant hereby assigns to Owner, a perpetual, world-wide limited, non-transferable license to use the foregoing materials to enable Owner to practice full use of the work product resulting from this Agreement.

(c) All documents, together with all unused materials supplied by the Owner, are to

be delivered to the Owner upon completion or termination of this Agreement before the final payment is made to the Consultant, although the Consultant may keep copies of those documents needed to prove the Consultant’s compliance with professional standards such as audit and tax compliance work papers.

(d) There shall be no dissemination or publication of any information gathered, or documents prepared in the course of the performance of the Services without the prior written consent of the Owner. Should the Owner, upon advice of counsel, deem it necessary, due to existing or anticipated litigation, to assert a legal privilege of protection and non-disclosure with regard to the subject matter of this Agreement, then, and in that event, upon written demand, the Consultant shall relinquish to the possession and control of the Owner its entire file related to this Agreement and only those portions of said file deemed by the Owner to be not privileged shall be returned to the Consultant pending the resolution of the existing or anticipated litigation.

(e) All documents prepared by the Consultant shall conform to applicable

professional standards and be prepared in a format and at a quality acceptable by the Owner to assist the Owner and the Project in complying with the LIHTC Program.

(f) The Consultant shall review all documents provided by the Owner related to the

performance of the Services and shall promptly notify the Owner of any defects or deficiencies discovered in such review.

(g) The Consultant shall provide timely and periodic submittals of all documents

required of the Consultant, including subcontracts, if any, as such become available to the Owner for review.

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27. Release of Information - Advertising and Promotion. The Consultant shall not publish, release, disclose or announce to any member of the public, press, official body, or any other third party (a) any information concerning this Agreement, the Services, or any part thereof, or (b) any documentation or the contents thereof, without the prior written consent of the Owner, except as required by law. The name of any site on which the Services are performed shall not be used in any advertising or other promotional context by the Consultant without the prior written consent of the Owner.

28. Conflicts of Interest.

(a) Consultant acknowledges that it, to the best of its knowledge, information and belief no person has been employed or retained to solicit or secure this Agreement upon a promise of a commission, percentage, brokerage, or contingent fee; and that no member of the Owner, the Developer, the City, or any officer or employee of the Owner, the Developer or the City has any financial interest in the consulting firm. For breach of violation of this warranty, the Owner shall have the right to annul this Agreement without liability, including any such commission, percentage, brokerage or contingent fee.

(b) The Owner reserves the right to disqualify the Consultant in the event that the

Owner determines that the Consultant has an actual or apparent conflict of interest with the purposes of this Agreement and the provisions and procedures set forth in Section 22, shall apply.

(c) Upon a finding by the Owner that gratuities in the form of entertainment, gifts or

inducements were offered or given by the Consultant, or any agent or representative of the Consultant, to any officer or employee of the Owner for the purpose of securing this Agreement, or securing favorable treatment with respect to the awarding, amending, or making of any determination with respect to the performance of this Agreement, the Owner may, by one (1) calendar day written notice to the Consultant, terminate the right of the Consultant to proceed under this Agreement; provided that, the existence of the facts upon which the Owner made such finding shall be an issue and may be litigated in an Arizona court of competent jurisdiction. In the event such termination the Owner shall be entitled to the same remedies against the Consultant as could be pursued in the event of default by the Consultant.

(d) The parties hereto acknowledge that this Agreement is subject to cancellation by the Owner pursuant to the provisions of A.R.S. § 38-511. 29. Claims or Demands Against the Owner. The Consultant acknowledges and accepts the

provisions of Chapter 18, Section 14 of the Charter of the City of Phoenix shall apply to claims or demands against the Owner, including provisions therein for set-off of indebtedness to the Owner against demands on the Owner, and the Consultant agrees to adhere to the prescribed procedure for presentation of claims and demands.

30. Continuation during Disputes. Consultant agrees as a condition of this Agreement that in the event of any dispute between the parties, provided no Notice of Termination has been given by the Owner, if it is feasible under the terms of this Agreement each party shall continue to perform the obligations not related to the dispute required of it during the resolution of such dispute, unless enjoined or prohibited by a court of competent jurisdiction.

31. Waiver. Failure or delay by either party to exercise any right, power or privilege specified in or appurtenant to this Agreement shall not be deemed a waiver thereof.

32. Waiver of Subrogation. In consideration of the award of this Agreement, Contractor

agrees to waive all rights of subrogation against the City and its officers, officials, agents, and employees for losses arising from the work performed by Contractor or any of its members, officers, directors, agents, employees or subcontractors for the City.

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33. Default; Remedies. The actual or prospective failure of either party to satisfy any material obligation under this Agreement, and the breach of any material representation or warranty stated in this agreement, will be an event of default. If a party’s default continues without cure for thirty (30) days after delivery of a written notice of default in the manner provided in Section 19, the other party will be entitled to terminate this Agreement for cause, and to all other remedies available at law or in equity, including damages and specific performance. The rights and remedies set forth in this agreement are not intended to be exhaustive and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently exist in law or equity or by statute or otherwise.

34. Attorney’s Fees. If a suit, action, arbitration or other proceeding of any nature whatsoever is

instituted in connection with any controversy arising out of this Agreement or to interpret or enforce any rights under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.

35. Energy Efficiency. The Contractor shall comply with all mandatory standards and policies

relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in which the work under this contract is performed.

36. Procurement of Recovered Materials.

(a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the

Resource Conservation and Recovery Act, the Consultant shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. The Consultant shall procure items designated in the EPA guidelines that contain the highest percentage of recovered materials practicable unless the Consultant determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price.

(b) Paragraph (a) of this clause shall apply to items purchased under this contract where:

(1) the Consultant purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Consultant: (i) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract.

37. Certification Regarding Use of Federal Funds. Consultant hereby provides the following

certifications to the Owner, Developer, City and to HUD in connection with this Agreement:

(a) No federal appropriated funds have been paid or will be paid, by or on behalf of Consultant, to any person for influencing or attempting to influence an officer or employee of any agency or of Congress, or any member of Congress or employee of a member of Congress, in connection with the award of this Agreement to Consultant.

(b) If any funds other than federal appropriated funds have been paid or will be paid to any person influencing or attempting to influence an officer or employee of any agency or of Congress, or any member of Congress or employee of a member of Congress, in connection with this Agreement, Consultant will complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

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(c) Consultant has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as attorneys.

(d) Consultant will require that the language in Sections 38(a), 38(b) and 38(c) be included in the award documents for all subaward tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

38. Certification Regarding Debarment, Etc. By executing this Agreement, Consultant certifies to the Owner, City, Developer and HUD, and in addition agrees that, in any invoice submitted to the Owner in connection with this Agreement, Consultant shall further certify to the Owner, City, Developer and HUD, that Consultant is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the transaction evidenced by this Agreement by any federal department or agency. 39. Incorporation by Reference. The Parties acknowledge and agree that the foregoing Recitals are accurate and that each party may rely on the Recitals; the Parties also incorporate by reference and make a part of this Agreement, whether or not expressly set forth herein, the covenants contained in the RFP and the representations, warranties and covenants contained in the Consultant’s Proposals.

[signature page follows]

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IN WITNESS WHEREOF, the parties herein have caused this Agreement to be executed as of the Effective Date.

MCCARTY ON MONROE, LLC, an Arizona limited liability company By: Phoenix Municipal Housing Corporation, an Arizona nonprofit corporation Its Managing Member

By: _______________________________ Denise Olson Its President

Date Signed:______________________________

[Name of Consultant] By: __________________________________ [Name of Authorized Signer] [Title of Authorized Signer] Date Signed:_______________________________

DRAFT – SUBJECT TO REVISION

EXHIBIT A

SCOPE OF WORK AND SCHEDULE

GENERAL STATEMENT OF WORK Consultant will provide the accounting services, and all other services pertinent to this activity,

including, but not limited to:

1. Federal and State Tax Returns The Consultant will provide all accounting services necessary to prepare and timely provide

federal and state tax returns, including but not limited to:

A. Preparation of federal and state tax returns B. Financial Statement in connection with McCarty on Monroe, LLC operations C. Arizona Partnership Income Tax Return Form (165) and all applicable schedules D. IRS U.S. Return of Partnership Income, Form (1065) and associated schedules E. IRS Form 4562 Depreciation and Amortization F. IRS Forms: 8586, 8609-A, 8825,8916-A, G. Form 8879-PE IRS e-file Signature Authorization as applicable H. Form 7004 Application for Automatic Extension of Time to File I. Provide any other reports required from an independent auditor J. Proposer will read and become familiar with prior year’s Tax Return

3. General accounting services. The Consultant will provide hourly consulting services beyond the tasks described above, if and

as requested and mutually agreed-upon pursuant to a written amendment signed by both the Owner and Consultant.

PROPOSED SCHEDULE Proposed timeline for 2015 audit and tax returns for the project:

Commencement of preliminary work December 2015

Audit fieldwork

Draft tax returns

Final tax returns

Draft audit reports

Final audit reports

Management comment letter Additional Accounting Advisory Services As needed

PROJECT TEAM The following persons will be included in Consultant’s project team:

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EXHIBIT B

Consultant Proposal/Fee Schedule

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EXHIBIT C

Insurance Requirements

Consultant and its subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Agreement are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant or its officers, directors, agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. McCarty on Monroe, LLC in no way warrants that the minimum limits contained herein are sufficient to protect Consultant from liabilities that might arise out of the performance of the work under this Agreement by Consultant or its officers, directors, agents, representatives, employees or subcontractors and Consultant is free to purchase additional insurance as may be determined necessary. A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Consultant shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis. 1. Commercial General Liability – Occurrence Form

Policy shall include bodily injury, property damage and broad form contractual liability coverage.

General Aggregate $2,000,000 Products – Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000

a. The policy shall be endorsed to include the following additional insured

language: “The City of Phoenix, Phoenix Municipal Housing Corporation and McCarty on Monroe, LLC each shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of Consultant”.

2. Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the performance of this Agreement.

Combined Single Limit (CSL) $1,000,000

a. The policy shall be endorsed to include the following additional insured

language: “The City of Phoenix, Phoenix Municipal Housing Corporation, and McCarty on Monroe, LLC each shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of Consultant, including automobiles owned, leased, hired or borrowed by Consultant”.

3. Worker's Compensation and Employers' Liability

Workers' Compensation Statutory

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Employers' Liability Each Accident - $100,000 Disease – Each Employee $100,000 Disease – Policy Limit $500,000

a. Policy shall contain a waiver of subrogation against Phoenix Municipal

Housing Corporation, McCarty on Monroe, LLC, and the City of Phoenix. b. This requirement shall not apply when a contractor or subcontractor is

exempt under A.R.S. 23-901, AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form.

4. Professional Liability (Errors and Omissions Liability)

The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this Agreement.

Each Claim $1,000,000 Annual Aggregate $2,000,000

a. In the event that the professional liability insurance required by this

Agreement is written on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Agreement is completed.

B. ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include, the following provisions:

1. On insurance policies where McCarty on Monroe, LLC, Phoenix Municipal Housing Corporation, and/or the City of Phoenix is named as an additional insured, Phoenix Municipal Housing Corporation, McCarty on Monroe, LLC, and the City of Phoenix shall be additional insureds to the full limits of liability purchased by the Consultant even if those limits of liability are in excess of those required by this Agreement.

2. Consultant's insurance coverage shall be primary insurance and non-contributory

with respect to all other available sources. C. NOTICE OF CANCELLATION: For each insurance policy required by the insurance provisions of this Contract, the Contractor must provide to the Company, within 2 business days of receipt, a notice if a policy is suspended, voided or cancelled for any reason. Such notice shall be mailed, emailed, hand-delivered or sent by facsimile transmission to Justin Francis, Asset Manager, City of Phoenix Housing Department, 251 W. Washington St., 4th floor Phoenix, AZ 85003, Fax #602-262-7044, justin.francis@phoenix.gov. D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Arizona and with an “A.M. Best” rating of not less than B+ VI. McCarty on Monroe, LLC in no way warrants that the above-required minimum insurer rating is sufficient to protect the Consultant from potential insurer insolvency. E. VERIFICATION OF COVERAGE: Consultant shall furnish McCarty on Monroe, LLC with certificates of insurance (ACORD form or equivalent approved by McCarty on Monroe, LLC) as

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required by this Agreement. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and any required endorsements are to be received and approved by McCarty on Monroe, LLC before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates required by this Agreement shall be sent directly to City of Phoenix Housing Department, 251 W. Washington Street, 4th Floor, Phoenix, Arizona 85003, and Attn: Angela Duncan. The McCarty on Monroe, LLC project/contract number and project description shall be noted on the certificate of insurance. McCarty on Monroe, LLC reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE CITY'S RISK MANAGEMENT DIVISION. F. SUBCONTRACTORS: Consultants’ certificate(s) shall include all subcontractors as additional insureds under its policies or Consultant shall furnish to McCarty on Monroe, LLC separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.