FCD_ROI-LISTING-AGREEMENT_2024.PDF

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LISTING AGREEMENT 
The undersigned, Flood Control District of Maricopa County, a political subdivision of the State 
of Arizona, (hereinafter referred to as "Seller'') hereby employs and grants RO.I. Properties, 
LLC, an Arizona limited liability company and/or its affiliated entities (hereinafter referred to as 
"RO.I." and sometimes as "Broker"), the right and authority to market the real property as 
excess Seller property as set forth in Addenda issued upon the listing/broker engagement of 
each property (the "Property" or the "Properties"). 
1) 
TERM OF AGREEMENT AND CONDITIONS OF SALE: The term of this Listing
Agreement (the "Agreement") shall be from March 1, 2024 - February 28, 2025 (the
"Term") (I). The prices for which the Properties are offered shall be in accordance with
A.RS.§ 48-3603 and as set forth in Addenda issued upon the listing/broker engagement
of each Property. This Agreement is subject to the provisions of A.RS. § 38-511.
2)
SELLERS REPRESENTATION, WARRANTIES AND INDEMNIFICATION: Seller
hereby represents and warrants that:
a.
fee title to the Property is now vested, or as of the date that the Property is marketed
to third parties, shall be vested, in the Seller's name set forth below. Additionally,
Seller represents and warrants that the individuals executing this Listing Agreement
on behalf of Sellers have been duly authorized and empowered to execute this
Listing Agreement.
b.
to the best of Seller's knowledge, no person or entity, other than the Seller, has any
right to purchase the Property, acquire or dispose any interest therein, by virtue of
any agreement.
c.
to the best of Seller's knowledge, all information directly supplied, or to be directly
supplied, by Seller to RO.I., is true and accurate;
d.
it shall defend, indemnify and hold RO.I. harmless from any and all claims,
demands, liabilities and damages arising from any incorrect information directly
supplied by Seller or any information which Seller fails to supply to the extent Seller
was grossly negligent in supplying or failing to supply such information excluding
information available to the public or via public records request.
3)
COMMISSION(S): 
In consideration of the services to be rendered by RO.I., Seller
agrees to pay to RO.I. a commission ("Commission") of three percent (3%) of the
purchase price of the Property, unless a third-party agent is representing the successful
auction bidder that closes escrow (herein "Successful Bidder''). The Seller will pay fifty
percent (50%) of the "co-broker'' or Commission directly to the third-party agent
representing the Successful Bidder ("Cooperating Broker") as part of the close of
escrow. The Commissions shall be deemed earned upon the occurrence of all of the
following events:
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a.
R.O.1. procures a Successful Bidder that closes escrow during the Term, or any
extension of the Term thereof
b. A close of escrow of the Property is made within twelve (12) months of the
termination of the Term to a Successful Bidder to whose attention R.O.1. has brought
the Property, or who was introduced to Seller by R.O.1. as the Successful Bidder,
provided that the name of any such person or entity has been submitted to Seller by
delivery of a written offer to purchase the Property prior to termination of the Term or
by written notice within fifteen (15) calendar days after such termination. The term
"Successful Bidder'' shall include that person or entity to whose attention R.O.1. has
brought the Property, as well as any partnership, joint venture, corporation, trust or
other similar entity which that person or entity represents or in which it holds an
ownership or beneficial interest who has successfully entered the highest bid at the
close of Seller's public auction with said bid being accepted by the Maricopa County
Board of Supervisors. R.O.1. shall register for each auction using the Request for
Auction and Broker Registration Form per attached Exhibit B.
c.
In the case of any sale for which R.O.1. is entitled to commission as provided for in
this Listing Agreement, the Commission(s) shall be paid within thirty (30) days of
close of escrow, and R.O.1. shall be entitled to make demand of any escrow holder
for payment from the proceeds of sale.
Notwithstanding the foregoing, a Commission will not be paid to ROI by the Seller if the Property 
is sold or conveyed to a local, state or federal government entity. 
4)
SUBSEQUENT LISTING. In the event that Seller(s) list the Property with another broker
after the termination of this Agreement, Seller(s) agree to provide in the subsequent
listing agreement that a commission will not be payable to the new broker on
transactions for which Seller(s) may be obligated to pay a commission to Broker under
Section 3 hereof. Seller(s) failure to do so, however, shall not affect Seller(s) obligation
to Broker.
5)
INSPECTION OF PROPERTY. Seller(s) agree(s) that R.O.1. and its representatives
shall have the right to enter upon and inspect the interior and exterior of the Property
with potential bidders, subject to any and all terms set out in any notice of auction
created by Seller, Seller's availability to tour the property and Seller's prior written
approval.
6)
SCOPE OF R.0.1.'S AUTHORITY AND RESPONSIBILITY. R.O.1. shall assist Seller(s)
in analyzing the property interests and developing strategies for marketing the Property.
R.O.1. shall not, however, have authority to bind Seller(s) to any contract or purchase
agreement. R.O.1. shall not be responsible for performing any due diligence or other
investigation of the Property, or for providing professional advice with respect to any
legal, tax, engineering, construction or hazardous materials issues. The relationship
created by this Listing Agreement is at arm's length and is neither confidential nor
fiduciary in nature.
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7)
OTHER BROKERS/DUAL AGENCY. RO.I. shall disseminate information about the
Property to brokers and share the Property information including but not limited to
Property declared excess or Property auction information and details. This authorization
may result in RO.I. representing both Sellers and Successful Bidder, and Seller(s)
hereby authorizes and consents to any such dual representation that RO.I. has
disclosed to Seller in advance of any auction.
8)
TAX WITHHOLDING. Seller agrees to execute and deliver any instrument, affidavit or
statement, or to perform any act reasonably necessary to carry out the provisions of the
Foreign Investment in Real Property Tax Act and regulations promulgated thereunder.
9)
ENTIRE AGREEMENT. This Agreement is subject to A.RS. 48-3603. This Listing
Agreement is entered into under the CONTRACT REAL ESTATE BROKERAGE
SERVICE AND OTHER RELATED SERVICES 210254-RFP dated August 30, 2021 (the
"Contract") per attached Exhibit A 
The provisions of the Contract supersede any
provision in this Listing Agreement with the exception of the Term, Commission and
Scope of RO.l's Authority and Responsibility as described in this Agreement. These two
agreements express the entire agreement of the parties and supersede any and all
previous agreements between the parties with regard to the Properties. There are no
other understandings, oral or written, which in any way alter or enlarge its terms, and
there are no warranties or representations of any nature whatsoever, either express or
implied, except as set forth herein. Any future modification of this Listing Agreement will
be effective only if it is in writing and signed by the party to be charged.
10)
GOVERNING LAW. This Listing Agreement shall be governed by and construed in
accordance with the laws of the state of Arizona.
11)
TERMINATION. Seller may terminate this Agreement any time after the first day of the
sixth (6th) month by providing RO.I. with at least thirty (30) days' written notice.
12)
SEVERABILITY. 
If a court of competent jurisdiction declares any provision of this
Agreement void or unenforceable, such provision shall be deemed severed from this
Agreement, which shall otherwise remain in full force and effect.
13)
TIME. Time is of the essence of this Agreement and each and every provision hereof.
Any extension of time granted for the performance of any duty under this Agreement
shall not be considered an extension of time for the performance of any other duty under
this Agreement.
14)
WAIVER. Failure of any party to exercise any right or option arising out of a breach of
this Agreement shall not be deemed a waiver of any right or option with respect to any
subsequent or different breach, or the continuance of any existing breach.
15)
HEADINGS AND COUNTERPARTS. The headings of this Listing Agreement are for
purposes of reference only and will not limit or define the meaning of any provision of
this Listing Agreement. This Listing Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which will constitute
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one and the same instrument. Electronic signatures shall be deemed to have the same 
effect as original signatures. 
16)
RELATIONSHIP OF PARTIES. 
Nothing contained within this agreement shall be
construed or deemed to create a joint venture, partnership, or other venture in any way
between the parties hereto.
17)
This Listing Agreement is subject to cancelation pursuant to A.RS. § 38-511.
18)
NOTICES.
If to Seller: 
Flood Control District of Maricopa County 
A TIN: Flood Control District Director 
2801 W Durango St 
Phoenix, AZ 85009 
Phone: 602-506-4708 
With a copy to: 
lf to RO.I: 
Maricopa County Real Estate Department 
ATTN: Real Estate Director 
2801 W Durango St 
Phoenix, AZ 85009 
Phone: 602-506-4 7 48 
Beth Jo Zeitzer 
RO.I. Properties 
5090 N. 40th St., Suite 190 
Phoenix, AZ 85018 
Phone: 602.319.1326 
Fax: 602.522.2014 
or at such other addresses as may be designated from time to time by giving notice as 
herein provided. Any notice shall be deemed to have been given or received upon personal 
delivery or twenty-four (24) hours after mailing if sent by certified mail, postage prepaid, or 
on the date of facsimile/email transmission. 
REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK 
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SELLER: 
RECOMMENDED FOR APPROVAL: 
FLOOD CONTROL DISTRICT OF MARICOPA COUNTY 
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DocuSigned by: 
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700317Q8i111QO ... 
1/18/2024 
Scott Vogel 
Date 
Chief Engineer and General Manager 
MARICOPA COUNTY REAL ESTATE DEPARTMENT 
l,
DocuSigned by: 
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Alex Smith 
Director 
1/17/2024 
Date 
APPROVED AS TO FORM and within the powers and authority granted under the laws of 
the State of Arizona. 
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DocuSigned by: 
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GQHi.OQ91e11G1 leo .. 
Wayne Peck 
District General Counsel 
1/17/2024 
Date 
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APPROVED 
GRANTOR: FLOOD CONTROL DISTRICT OF MARICOPA COUNTY 
Chairman of the Board 
Date 
Printed Name: ____________ _ 
ATTEST 
Clerk of the Board 
Date 
Printed Name: -------------
STATE OF ARIZONA 
) 
)ss 
COUNTY OF MARICOPA 
) 
Before me, ______________ , Notary Public in and for said County, State 
of Arizona, on this day personally appeared _____________ , known to me 
to be the person whose name is subscribed to the forgoing instrument as Chairman of the 
Board of Directors for the Flood Control District of Maricopa County. 
Given under my hand and seal of the office this ____ day of ______ , 202_. 
Notary Public (signature) 
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R.O.1.: 
R.0.1. Properties, LLC, an Arizona limited liability company
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DocuSigned by: 
By:-------+-""'")*--------
5E630993A971494 
Beth Jo Zeitzer 
Its: President and Designated Broker 
Dated: 1/17/2024
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