Services Agreement

SERVICES AGREEMENT
(Not Construction Related)

PROPERTY MANAGEMENT SERVICES
(City of Glendale Solicitation No. RFP 21-43)

This Services Agreement ("Agreement") is enteted into and effective between the CITY OF GLENDALE, an
Atizona municipal corporation ("City") and MODE Real Estate Management Setvices, LLC, an Arizona limited

Kability company ("Vendor ") as of the day of, , 2021. (“Effective Date”).
RECITALS
A. City owns a 271,400 sq, ft. 4-story parking parage with basement (“Parking Gatage”) and includes 11,325 sq.

ft. of 15 floor “tetail” suites at (“Promenade at Palmaire”) at 5835 West Palmaire Drive, Glendale, AZ 85301,
shown in Exhibit A, Project. ("Project"), also referred to as Propetty/ies.

City desires to retain the professional services of Vendor to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”).

Vendor desires to provide City with services (“Setvices”) consistent with industry-best practices and the
standards set forth in this Agreement, in oder to manage the Project; and

City and Vendor desite to memotialize their agreement with this document.

AGREEMENT

CITY and VENDOR, which my hereinafter be referred to as “PARTIES” hereby agree as follows:

3.

Key Personnel; Sub-Consultants and Sub-Contractors.

11 Services. Vendor will provide all Services necessary to assure the Project is managed timely and
efficiently consistent within Project requirements, including, but not limited to, working in close
intetaction and interfacing with City’s designated employees, and working closely with others,
inchiding, but not limited to, tenants, service providets, utilities, contractors.

Schedule. The Services will be undertaken in a manner that ensures the Project is managed timely and
efficiently in accordance with the Project. This Agreement terminates one (1) year from the effective
date and may be extended by City on an annual basis for up to four (4) successive years.

Vendor’s Work.

31 Standard. Vendor must perform Services in accordance with the standards of due diligence, care,
and quality prevailing among vendors having substantial experience with the successful furnishing
of leasing, management maintenance and repair Services for projects that are equivalent in size,
scope, quality, and other criteria under the Project and identified in this Agreement.

3.2 Licensing. Vendor warrants that:

a. Vendor curtently holds all appropriate and required licenses, registrations, and other
apptovals necessaty for the lawful furnishing of Services, including but not limited to
real estate brokerage ("Approvals"); and

b. Neither Vendor not any Sub-Consultant or Sub-Conttactor retained by Vendor has been
debarred or otherwise legally excluded from contracting with any federal, state, or local
governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Vendor's contracting ability.

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(2) Vendor must notify City immediately if any Apptovals or Debarment changes
dusing the Agreement's duration. The failure of the Vendor to notify City as
required will constitute a material default under the Agreement.

3.3 Compliance.
a. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria that may be designated by City.

b. Vendor must not discriminate against any employee or applicant for employment on the
basis of tace, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Vendor will require any Sub-Consultant ot Sub-Conttactot to be
bound to the same requirements as stated within this section. Vendor, and on behalf of any
Sub-Consultants and Sub-Contractors, warrants compliance with this section.

Compensation for the Project.

41 Compensation. Vendor's compensation for the Project will be in accotdance with Services and
tates per specifically detailed in Exhibit D ("Compensation").

4.2 Commission due. Commissions are earned by Vendor and payable to Vendor following mutual
lease execution and upon presentation of a statement by Vendor to City.

43 Commission Undet Expiration/Termination. City will pay Commission to Vendor for any Lease
entered into by City within ninety (90) calendar days after expiration of this Agreement ot any
extensions that Vendor was actively negotiating with for leasing and for which Vendot notified City
of such negotiation with named potential Lessee in advance of expiration of this Agtcement ot any
extensions.

4.4 Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope of Project is significantly modified by mutual agreement between City

and Vendor.

a. Adjustments to Compensation require a written amendment to this Agreement and may
requite City Council approval.

b. Additional services which ate outside the Scope of the Project contained in this Agreement

may not be performed by the Vendor without prior written authorization from the City.

c. Notwithstanding the incorporation of the Exhibits to this Agreement by teference, should
any conflict atise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

Billings and Payment.

5.1 Invoicing.
a. Vendor will submit monthly invoice(s) as patt of City required monthly financial

reporting to City and City.
b. The period covered by each invoice and respective payment will be one (1) calendar
month ending on the last day of the month.
5.2 Payment.
a. After receiving full and complete invoice(s) as part of City required monthly financial

reporting by Vendor, City will process and remit payment(s) within 30 days.

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6,

5.3

b. Payment(s) may be subject to or conditioned upon City's receipt of:

63) Completed work generated by Vendor and its Sub-Consultants and Sub-
Contractors; and

(2) Unconditional waivers and releases on final payment from all Sub-Consultants
and Sub-Contractor as City may reasonably request to assure the Project will be
free of claims arising from required performances under this Agreement.

Review and Withholding, City will timely review invoices submitted as part of City

requited monthly financial reporting.

a. If the City required monthly financial report and/or invoice(s) is rejected, City will issue
a written listing of the items not approved for payment.

b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.

Termination.

61

6.2

For Convenience. Notwithstanding, the language of Section 4 of this Agreement, City and
Vendor may each terminate this Agreement for convenience, without cause, upon thirty (30)
calendar days prior notice to the other Party for any reasons other than for cause. Upon the
effective date of the notice, this Agreement will terminate and neither City nor Vendor may
exercise any further rights or obligations under this Agreement except for accrued rights and
obligations as of the date of the termination and the obligation of City for payment to Vendor of
all fees provided for in this Agreement which have acctued prior to the date of termination.

a. Vendor will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b, Vendor will also be similarly compensated for any approved effort expended, and
apptoved costs incurred, that are directly associated with Project closeout and delivery
of the required items to the City.

For Cause, Upon the occurrence of an act, event ot omission that constitutes Cause (as hereinafter
defined), City may terminate this Agteement. If City elects to terminate this Agreement, City shall
deliver written notice (the "Election Notice") within thirty (30) calendar days after City is aware of
the occurrence of the act, event or omission constituting Cause, including the lapse of any
applicable notice and cute periods. The Election Notice must specify the date upon which this
Agreement will terminate, which date is determined by City in its sole and absolute discretion.
Upon termination, neither Patty may exetcise any further rights or obligations under this
Agteement, except for acctued tights and obligations as of the date of termination, including,
without limitation, the payment to Vendot of all fees provided for in this Agreement which have
accrued ptior to the date of such termination.

As used in this Agreement, the term "Cause" means (a) the assignment by Vendor, directly or
indirectly, whether voluntarily, involuntarily or by opetation of law, of any of its tights or
obligations under this Agreement without the prior written consent of City, or (b) the occurrence
of bankruptcy, insolvency, reorganization ot other debtor-telief case or ptoceeding under any federal
or state insolvency or debtot-telief law, whether now existing or later enacted or amended, with
respect to Vendot, ot (©) a theft, embezzlement, defalcation or other act or omission constituting
willful misconduct or gross negligence of Vendor, or (d) any material breach or failure of
performance by Vendor under any provision of this Agreement, which breach or failure of
performance Vendor fails to cure to the reasonable satisfaction of City within thirty (30) calendar
days after written notice from City ot, if the breach or _ failure cannot reasonably be cured within
thitty (30) calendar days, within ninety (90) calendar days after written notice, Vendor commences
to cure the default within the initial thirty (30) calendar day period and theteafter diligently
ptosecutes the cute to completion.

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Vendor will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as detetmined by City, are less than the
equitable amount due but not paid Vendot fot Services furnished, City will pay the amount
due to Vendot, less City's damages, in accordance with the provisions of Sec. 5.

If City's direct damages exceed amounts otherwise due to Vendor, Vendor must pay the
difference to City immediately upon demand; however, Vendor will not be subject to
consequential damages mote than $1,000,000 ot the amount of this Agreement, whichever
is greater.

Conflict. Vendor acknowledges this Agreement is subject to ARS. § 38-511, which allows fot
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent,
Sub-Consultant or Sub-Contractor of any other patty to this Agreement.

Insurance. Fot the dutation of the term of this Agteement, Vendor shall procure and maintain insurance
against claims for injuries to persons or damages to property which may atise from ot in connection with
the performance of all tasks or work necessaty to complete the Project as herein defined. Such insurance
shall cover Vendor its agent(s), representative(s), employee(s), and any Sub-Contractors.

8.1

8.2

Minimum Scope and Limit of Insurance. Coverage must be at least as broadas:

a.

Commetcial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $2,000,000 per
occuttence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the tequired occurrence limit.

Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1

(any auto), with limits no less than $2,000,000 per accident for bodily injury and property
damage.

Claims Made Policies should be applicable only to ptofessional liability, and the
Rettoactive Date must be shown, and must be before the date of this Agreement or the
beginning of work pursuant to this Agreement.

Insurance must be maintained, and evidence of insurance must be provided for at least five
(5) years after completion of this Agreement for Services.

If coverage is canceled or non-renewed, and not replaced with anothet claims-made policy
form with a Retroactive Date priot to the Agreement effective date, the Vendor must
putchase “extended reporting” coverage for a minimum of five (5) years after completion
of work.

Worker’s Compensation: Insurance as requited by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $2,000,000 per
accident for bodily injury or disease.

Indemnification.

a

To the fullest extent permitted by law, Vendor must defend, indemnify, and hold harmless
City and its elected officials, officers, employees and agents (each, an "Indemnified Patty,"
collectively, the "Indemnified Parties") for, from, and against any and all claims, demands,
actions, damages, judgments, settlements, personal injury (including sickness, disease,
death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys’ fees and
litigation expenses (each, a "Demand or Expense" collectively "Demands or Expenses")
asserted by a third-party (i.e. a person ot entity other than City or Vendor) and that arises
out of ot results from the breach of this Agreement by the Vendor or

the Vendor’s negligent actions, errors, ot omissions (including any Sub-Consultant or Sub-

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8.3

8.4

8.5

8.6

8.7

8.8

Contractor or othet petson or firm employed by Vendor), whether sustained before or
after completion of the Project.

b. This indemnity and hold harmless provision applies even if a Demand ot Expense is in
part due to the Indemnified Party's negligence ot breach of a responsibility under this
Agteement, but in that event, Vendor will be liable only to the extent the Demand or
Expense results from the negligence ot breach of a responsibility of Vendor or ofany
person or entity for whom Vendot is responsible.

c. Vendor is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence ot other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies tequited by the Section above must contain,
ot be endorsed to contain the following insurance provisions:

a. The City, its officers, officials, employees, and volunteers ate to be coveted as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as hetein defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or wotlk performed by Vendor ot on
its behalf and fot liability atising from automobiles owned, leased, hired, or borrowed on
behalf of the Vendor. General liability coverage can be provided in the form of an
endotsement to the Vendor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or
if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20
38; and CG 20 37 if a later edition is used).

b. Fot any claims telated to this Agreement, the Vendot’s insurance coverage shall be
ptimary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its
officers, officials, officials, employees.

rom Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Vendor has obtained ptior approval from the City stating that a
non-conforming insurer is acceptable to the City .

Waiver of Subrogation. Vendor heteby agrees to waive its rights of subrogation which any
insurer may acquire from Vendor by vittue of the payment of any loss. Vendor agrees to obtain
any endorsement that may be necessary to effect this waiver of subrogation. The

Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Vendor, its employees, agent(s), and Sub-Contractor(s).

Verification of Coverage. Vendor shall furnish the City with original Certificates of Insurance
including all required amendatory endorsements (or copies of the applicable policy language
effecting covetage required by this clause) and a copy of the Declarations and Endorsement Page
of the CGL policy listing all policy endorsements to Entity before work begins. However, failure
to obtain the required documents prior to the work beginning shall not waive Vendot’s obligation
to provide them. City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at any time.

Sub-Contractors. Vendor shall require and shall verify that all Sub-Consultants and Sub-
Contractors maintain insurance meeting all requirements of this Agreement.

Special Risk or Circumstances. ‘The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, covetage,
ot other circumstances unique to the Vendor, the Project, or the insurer.

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10.

i,

E-verify, Records and Audits. To the extent applicable under A.RS. § 41-4401, the Vendor warrants its
compliance and that of its Sub-Consultants and Sub-Conteactots with all federal immigration laws and
tegulations that relate to

their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Vendor or
Sub-Consultant’s breach of this watranty shall be deemed a material breach of the Agreement and may
result in the termination of the Agreement by the City under the terms of this Agreement. The City retains
the legal right to randomly inspect the papets and records of the other patty to ensure that the other party is
complying with the above-mentioned warranty. The Vendor and its Sub-Consultants and Sub-Contractots
warrant to keep their respective papets and records open for random inspection during normal business
hours by the other party. The Vendor and its Sub-Consultants and Sub-Contractors shall cooperate with the
City’s random inspections, including granting the City entry rights onto their respective propetties to
petform the random inspections and waiving their respective rights to keep such papers and records
confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not cuttently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or setvices from Israel, as that tetm is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Vendor will provide the City annually with a
Payment Card Industry Data Security Standatd (PCI DSS) attestation of compliance certificate signed by
an officer of Vendor with oversight responsibility.

Notices.
12.1 Anotice, request or other communication that is requited or permitted under this Agreement (each
a Notice") will be effective only if:
a. The Notice is in writing; and
b. Delivered in person or by overnight couriet service (delivery charges prepaid), certified ot
registered mail (return receipt requested).

c Notice will be deemed to have been delivered to the petson to whom it is addressed as of
the date of receipt, if

(2) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight coutier
setvice; or

(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Patty giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original

signatures.
12.2 Representatives.
a, Vendor. Vendor's representative (the "Vendot's Representative") authorized to act on

Vendor's behalf with respect to the Project, and his or het address for Notice delivery is:

b. MODE Real Estate Management Services, LLC
c/o Patricia L. Hartley, President
4414 N Civic Center Plaza, #100
Scottsdale, AZ 85251
Tel: 480-294-6009
Email: phartlev@modecommercial.com

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c City. City's eptesentative ("City's Representative") authorized to act on City's behalf, and
his or her addtess for Notice delivery is:

City of Glendale

c/o Lisa Amos, Real Estate Program Manager
5850 West Avenue, Suite 315

Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
d. Concurtent Notices.
(1) All notices to City's representative must be given concurtently to City Manager
and City Attorney.
2) A notice will not be deemed to have been teceived by City's representative until

the time that it has also been received by the City Manager and the City Attorney.

6) City may appoint one ot more designees for the purpose of receiving notice by
delivery of a written notice to Vendor identifying the designee(s) and their
respective addresses for notices.

13. Entire Agreement; Survival; Counterparts; Signatures.

13.1

13.2

13.3

13.4

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Vendor (“Parties”) and supersedes all prior conversations and negotiations between the
parties regarding the Project or this Agreement.

a, Neither Party has made any representations, warranties or agreements as to any mattets
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

c Inconsistencies between the solicitation, any addenda attached to the solicitation, the

tesponse or any excerpis, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.

Interpretation.

a, ‘The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the patties without consideration of which of the parties may have drafted this
Agreement.

c. ‘The Agreement will be interpreted in accordance with the laws of the State of Arizona.

Survival. Except as specifically provided otherwise in this Agreement, each wattanty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
eatlier termination of this Agreement.

Amendment, No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

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14.

16.

13.5

13.6

13.7

Term.

14.1

14.2

14.3

Remedies. All rights and remedies provided in this Agreement ate cumulative and the exercise of
any one of mote right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the othet provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

Counterparts. This Agreement may be executed in countetparts, and all counterparts will together
comprise one instrument.

The term of this Agreement commences upon the effective date and continues for a one (1) yeat
petiod. The City may, at its option and with the approval of Vendor, extend the tetm of this
Agtéement for an additional year, up to four (4) additional years.

Extension for Procurement Processes. Upon the expitation of the Term of this Agreement, The
City will notify the Vendor in writing of its intent to extend the Agreement for one (1) additional
year at least thirty (30) calendar days prior to the expiration of the Term. Any extension provided
under this subsection will continue under the same tetms and conditions as in effect immediately
ptiot to the expitation of the then-current term.

Ptice adjustments will only be considered at annual extension period and will be a factor in
determining any extension.

Dispute Resolution. Any controversy ot claim atising out of or relating to this Agreement, or the breach
theteof, shall be settled by atbitration administered according to the American Arbitration Association’s
Commetcial Arbitration Rules, and judgment on the award tendered by the atbitrator may be entered in any
coutt having jurisdiction thereof.

Exhibits. The following exhibits, with reference to the term in which they ate first referenced, ate
incorporated by this reference.

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Schedule
Exhibit D Compensation

(Signatures on the following page)

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The patties enter into this Agreement effective as of the date shown above.

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager
ATTEST:

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

MODE Real Estate Management Services, LLC,

an Ariz imitéd liability company
Mb o/e/e7

By: Patricia attley
Its: Presid

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EXHIBIT A

Page 1 of 2
Services Agreement

PROJECT

MODE Real Estate Management Services, LLC shall lease, manage, tepair, and maintain the Propetty/ies known as
1) Parking Gatage and 2) Promenade at Palmaite, 5835 West Palmaire Avenue, Glendale, AZ 85301 which is legally

desctibed as Patcel B of that Minor Land Division recorded at 2019-0501746, MCR

= MINOR LAND DIVISION - LOT SPLIT

sakscons Gonrer Mee

anmmynt cranny Witt $000 WEST GLENN DRIVE
epee eee peredieritc tint ro a
emrocmersate

LEGAL DESCAIPTION : PARENT PARCEL

sserenetevirenmnaeresie

unten

ease SAMUI TS TUR
H Teton ee
ream PASSES RENT

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;  hacennmoae Sector tem saccsieaun eam
pane poadaacincenanreneiter iy

1 PEgrrnanesemaammcn

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Tomar
‘SHOT Har
REFERENCE DOCUHENTS:
OWNER:
Bite
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Ferran

MINORLAND DNSION- LOT SPLIT

EXHIBIT A

Page 2 of 2
Setvices Agreement
PROJECT

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EXHIBIT B
Services Agreement
SCOPE OF WORK

Unless otherwise directed by City, Vendor shall provide the following Required Services, separately for the Properties
1) Parking Garage and
2) Promenade at Palmaire.

Record Keeping —The Vendor shall maintain at its Arizona office accurate books of account and records of transactions
telating to the Propetty as ate customarily maintained by managets of similar properties, using generally accepted
accounting principles as defined by the Governmental Accounting Standards Board, and as may be reasonably required
by the City.

Records shall include otiginals or copies of invoices, receipts, warranties, and all correspondence and other related
informational materials. Vendot shall make records available to City, its accountants and other agents for inspection at
Vendor’s place of business at any time during reasonable business hours. The Vendor of its accountants or other agents
shall duplicate and forward to the City any materials requested by the City and applicable to this Agreement.

Collection and Deposit of Funds Vendor shall take all action reasonably requited to collect rents, utility payments,
reimbutsements of operating expense as appropriate, and other funds payable under tenant leases on their respective due
dates. Monthly collections and other monies received or collected by Vendor with respect to this Agreement, including
tenants’ secutity deposits, must be deposited within three (3) business days into an interest-bearing checking account
(“Operating Account”) with a federally-insued banking institution, licensed in Arizona, under the name of the Vendor
but “fot City of Glendale.”

Expenditures that Vendor is authorized to make by tetms of this Agreements, or by other written authorization of City,
will be paid from the Operating Account. The intetest acctued in the Opetating Account belongs to the City, although
the Operating Account is owned by the Vendor and will be opened using Vendor's tax identification number. Vendor is
not authorized to accept thitd party checks or cash.

Reports — The Vendor shall, in a timely manne, provide monthly reports, and other records and documents telating to
the Property as the City may request from time to time, Such reports shall be presented in detail sufficient to identify
cleatly to which portion(s) of the Property the revenues and expenses ate attributed.

Additional reports, records and documents may include an inventory of equipment, furniture and othet personal property
of City located on the Propetty/ies, rent schedules, forms, service contracts, leasing status reports, tenant improvement
work-in-progtess reports, and other teports that may time to time be requested.

Propetty/ies Budget(s). Vendor shall prepate and have approved by the City a proposed annual budget in December of
each year under this Agreement, no later than December 15, for the upcoming fiscal year (July 1 — June 30), The
Propetty/ies Budget(s) will be in form and content as City may require and detail all costs, fees and expenses Vendor
expects to incur in the performance of this Agreement for the upcoming fiscal year.

wal of Pr ies Budget(s). City may approve ot disapprove Vendor submitted Property/ies Budget(s), through
City’s annual budgeting process. If City disapproves Vendor submitted Property/ies Budget(s), Vendor will continue to
perform its obligations under this Agreement, and City and Vendor agree to use their best efforts to adapt City apptoved
Property/ies Budget(s) to ensure that Property/ies Budget(s) do not exceed the total Approved Budget.

Compliance with Apptoved Property /ies Budget(s). All activities of Vendor performed under this Agreement will
be performed in substantial compliance with the Approved Property/ies Budget(s), unless otherwise authorized
by City in writing.

Accounting and Audit —Vendor shall prepare monthly, annual and all required accounting reports in form and content
satisfactory to the City and coopetate with annual audits by an independent certified public accountant, as well as provide
any other information as City may from time to time teasonably tequire. Within ten (10) business days following
receipt of Vendor’s monthly itemized accounting, City will notify Vendor of any questions and request correction ot
clarification. Vendor will respond in a timely manner and Parties will cooperatively work towards resolution.

EXHIBIT B
Setvices Agreement
SCOPE OF WORK

Operating Account.
Advanced Funds. The City will formally advance to Vendor an amount estimated to fund two (2) months of nosmal

operations and maintenance, to be held and used by Vendor in the Property/ies Operating Account(s) until its final
billing to the City for services.

Unusual Expenses. The Parties understand that from time to time unusual business expenses may be incurred. Vendor
may tequest additional funding from City, in advance of expenditure for non-emergency request(s), accompanied by
submittal of detailed documentation explaining the request. City will review and approve all reasonable requests and
ensure that apptopriate funds are advanced to Vendor.

Monthly Reports. On or before the twentieth (20th) business day of each calendar month duting the term of
this Agreement, Vendor shall deliver to City the following, in fortn satisfactory to City, subject to changes as the

City may from time to time request.

Income and Expense Report, including, but not limited to

(a) all new leases executed during the pteceding calendat month, their terms, monthly rental, separately itemizing any
preceding month's prepaid rentals and security deposit(s) paid;

(b) gtoss rentals collected during the preceding calendar month;

(c) status of secutity deposits of record;

(d) all expenses paid during the preceding month;

Only expenditures actually incurted and paid out, along with that month's propetty management fee, will be included
in the accounting,
Categotized by Vendor's check number ot if by electronic payment, bank's assigned transaction number, within the

same categories as used in the Approved Property/ies Budget(s).
Supporting detail should include copies of paid invoices, expense allocations, and reconciled bank statements.

(e) all leases undet which the tenant is mote than thirty (30) calendar days in atteats in the payment of rent or
any other payment or under which the tenant is otherwise in default, specifying the amount of a monetary default and
the nature of any non-monetary default; and

Budget Report
Fiscal year-to-date to budget vs. actual including dollar and percentage variance, with written explanation of material

deviations from Approved Property/ies Budget(s)

Periodic Accounting and Reports.

Annual Accounting. On or before August 31st of each yeat, Vendor will prepare and deliver to the Cityan accounting
of security deposits and all revenue from all soutces, sepatately categorized, and all costs, fees and expenses paid or
incutred by Vendor under this Agreement for the preceding fiscal year, in form satisfactory to City, subject to changes
as the City may from time to time request.

Final Accounting. Within sixty (60) calendar days after the expiration of or eatlier termination of this Agreement,
Vendor will prepate and deliver to City an accounting of secutity deposits and all revenue from all sources, separately
categorized, if known to Vendor, and all costs, fees and expenses paid or incurted by Vendor under this Agreement
for the account of the City during the term of this Agreement. The final accounting will include detail as City may

reasonably require.

EXHIBIT B
Services Agreement
SCOPE OF WORK

‘The annual and final accounting required shall be certified by an authorized officer of Vendor, and, if requested by City,
be audited by an independent certified public accountant approved by City. The costs, fees and expenses of any
independent audit required pursuant to this Section constitute an operating expense under this Agreement.

Leasing The City grants Vendor an Exclusive Authorization to Lease for the term of this Agreement, including any
extensions, giving Vendor the exclusive right to negotiate leases of the Property/ies at rental prices and upon terms and
conditions acceptable to the City. Vendor has exclusive right to place its sign(s) on the Property/ies. City will refer all
inquiries to Vendor. Vendor will receive commissions for leases in accordance with Exhibit D.

Vendor shall use diligent efforts to secure new tenants and renew, telocate, and expand the existing tenants as vacancies
atise. However, the form and substance of all leases shall not vaty from the Master Lease, as apptoved by City Council.
City must approve leases priot to execution, renewal or expansion.

Vendot will promptly notify City of tenant delinquencies, and with City’s written approval, terminate tenancies by signing
and serving required notices and taking such actions as ate deemed appropriate and necessaty.

Vatiations of the City created Master Lease, and any amendment ot expansion to an existing lease, may require formal
action of the Glendale City Council at a regularly scheduled City Council meeting, and Vendor shall inform prospective
and existing tenants of City requirements and timing during negotiation.

Customary Services — Unless City makes other arrangements, Vendor shall contract for all customaty services including,
but not limited to, janitorial services, landscaping services, secutity setvices, watehousing and storage, and ait
conditioning maintenance.

Repairs and Maintenance- Vendor shall atrange for and supetvise all repaits, replacements, altetations, additions,
improvements, and maintenance of the Property that are included in the approved budget, with ongoing input from City.

Construction Management —Vendot shall procute and oversee routine ot capital improvements to the Propetty/ies, and
shall also act, at the City’s request, as construction managet for tenant improvements. Construction management, for the
purposes of this Agreement, means planning, coordinating and ovetsecing construction projects, in whole or in part, as
a representative of the City. Construction management includes, but is not limited to, scheduling and coordinating design
of the Project; selecting, hiring, and overseeing specialty trade contractors; ensuring the safety of employees and the
general public; and overseeing the quality and timeliness of the consttuction.

In connection with authorized construction work, Vendor may:

(a) Provide prospective or renewing tenants with space planning services, including, without limitation, by ptepating
working drawings, to the extent Vendor reasonably believes those types of services would attract ot retain tenants
and the expenses ate included in the City's budget for the opetation and maintenance of the Property ("Approved
Budget"); and

(b) Assange for routine or minor capital improvements for the Property in accordance with the Apptoved Budget;
an

(c) Upon the written request or with the written approval of Property Manager, arrange for major capital
improvements for the Property.

Competitive Bids — Except for vendors with a current service contract with Vendor and/or City, Vendor shall obtain at
least three quotations from qualified contractors and vendors for services up to $50,000.00. Any services exceeding
$50,000.00 will be made in compliance with the Glendale City Code, Chapter 2, Article V. City may request
documentation from Vendor that contractors under current service contracts were obtained in compliance with the
City’s Putchasing Ordinance.

EXHIBIT B
Setvices Apteement
SCOPE OF WORK

Parking Management-A component of Parking Garage management includes parking space allotments for 1) City’s
tenants at Promenade at Palmaire and 2) parking allotment for adjacent 5800 West Glenn Drive property pet parking
agreement, including an annual operating expense teimbursement from 5800 West Glenn Drive.

Governmental Requitements —Vendor shall notify the City of any notices from governmental agencies within 24 hours
of receipt. At request of City, Vendor will take any actions necessary to ensure compliance with governmental

requirements.

Employees Vendor shall employ or cause an entity under its control to employ such staff as necessaty to fulfill its duties
under this Agreement. Employee expenses not teflected in the Approved Budget ate not authorized without
prior wtitten approval by the City. All petsons engaged by Vendor pursuant to this Agreement are considered
employees of Vendor and not of City. Vendor shall; (a) pay all wages and other benefits payable to its employees; (b)
maintain adequate payroll records for all of its employees; (c) remit to the proper governmental authorities all required
income and social secutity withholding taxes, unemployment insurance payments, workers’ compensation payments and
any other amounts with respect to wages and other benefits payable to such employees as may be required under
applicable laws, together in each case with all required reports or other filings, and (d) obtain, maintain and administer
all medical, disability and other insurance and other fringe benefits as may be required by law. Vendor shall ensure
that all employees who handle funds are bonded by a fidelity bond in an amount sufficient to cover all loss of

theft of funds.

Office —Vendor shall maintain an office within the State of Arizona, pteferably within the Phoenix Metropolitan area.

Advertising and Public Relations-Vendor shall be responsible for any advertisements relating to the leasing of the
Property. All advertising and promotional contracts will adhere strictly to the Approved Propertty/ies Budget(s) unless
the City specifically directs otherwise in writing. Upon request of City, Vendor shall provide copies or other ptoof of
the advertising efforts employed by Vendor relative to the Property. At City request, Vendor shall cooperate with the
City for events and promotional activities in the downtown area that may affect tenants ot the building.

EXHIBIT C

Setvices Agreement
SCHEDULE
Unless otherwise directed by City, Vendor shall provide the following, separately for the Properties
1) Parking Garage; and
2) Promenade at Palmaire.

Monthly reports per Scope of Work

Operating Income and Expense
Budget Status

Annual reports per Scope of Work

Budget Proposal
Yeat End

Periodic reports

Sales tax reports

Final Accounting

City and/or External Audits

As requested by City from time to time

EXHIBIT D
Services Agreement
COMPENSATION

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work requited by the Project during
the entire term of the Project must not exceed $138,000.

DETAILED PROJECT COMPENSATION

See Conttactot’s Pricing Schedule in response to RFP 21-43.

PRICE SCHEDULE

PROPERTY MANAGEMENT SERVICES
Description Fees

Property Management Fee as per Scope of Work $200.00 Flat Fee Per Month

Promenade at Palmaire Retail OR
5835 W. Palmaire Ave., Glendale, AZ 85301
3% of Gross Monthly Rents Collected, whichever

is greater

Property Management Fee as per Scope of Work
Parking Garage $500.00 Flat Fee Per Month
5835 W. Palmaire Ave., Glendale, AZ 85301

LEASING SERVICES
Leasing Fee for NEW LEASES as pet Scope of
Work

6% of Gross Income of the Lease Agreement

Promenade at Palmaire Retail

5835 W. Palmaire Ave, Glendale, AZ 85301
Leasing Fee for LEASE RENEWALS as pet Scope
of Work

3% of Gross Income of the Lease Agreement
Promenade at Palmaire Retail
5835 W. Palmaitre Ave, Glendale, AZ 85301

CONSTRUCTION MANAGEMENT SERVICES
Desctiption Fees

Consttuction Management Services Fee as pet
Specifications 3% of the Total Cost of the Construction

Contract
Promenade at Palmaire Retail
5835 W. Palmaire Ave., Glendale, AZ

Construction Management Setvices Fee as pet
Specifications 3% of the Total Cost of the Construction

Contract
Parking Garage
5835 W. Palmaire Ave., Glendale, AZ

DISCOUNT /PAYMENT TERMS: The City standard is 2% 20 days
Comply: YES _X_ NO
If your answer is NO, please state terms offered: N/A

PAYMENT Vendor shall provide monthly statements of itemized services. Payment will be reviewed and approved
by the Contract Administrator or designee. The itemized statement shall not exceed the proposal fee in this Section.