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S-1. LETTER OF INTENT AND RELATED ACCESS AGREEMENT Approve the Letter of Intent submitted by Stadium Real Estate Partners II, LLC (the “Proposer”), dated August 11, 2016, setting forth a proposal to purchase the Major League Baseball Stadium, known as Chase Field and all related real property and improvements owned by the Stadium District (the “Facility”). The Letter of Intent provides that a Final Agreement will be negotiated among the Proposer, the Stadium District and AZPB Limited Partnership (the “Team”). If successfully negotiated, the Final Agreement will be presented for Board approval; if negotiations are unsuccessful, the Letter of Intent terminates. Approve, in substantially the form presented upon approval by legal counsel, the Access Agreement among the Stadium District, the Proposer and AZPB FM Limited Partnership, the Facility Manager for Chase Field and responsible for operations, access and security. The Access Agreement grants the Proposer rights to access the Facility to perform inspections, surveys and studies necessary to conduct due diligence. Authorize the Chairman to execute the foregoing agreements and other incidental documents that may prove necessary to implement these agreements. (C-06-17-071-3-00)