Microsoft Exhibit B - Development Agreement and Exhibits

WHEN RECORDED, RETURN TO:
City of Goodyear, Arizona

Office of the City Clerk
190 North Litchfield Rd.
Goodyear, Arizona 85338
DEVELOPMENT AGREEMENT
FOR PROJECT 10-11
This Development Agreement for PHX 10-11 is entered into by and between Microsoft
Corporation, a Washington corporation (“Microsoft”) and the City of Goodyear, an Arizona
municipal corporation (the “City”).
RECITALS
A. WHEREAS Microsoft owns approximately 279 acres of real property within the
City of Goodyear generally located between the north side of Broadway Road and the south side
of MC-85 and extending from east of Bullard Avenue to west of Litchfield Road, which it intends
to development under the name PHX 10-11.
B. WHEREAS, under the City of Goodyear’s normal processes, building permits

would not be issued until the Property has been subdivided, either by final plat or minor land
division, as needed to accommodate the development plans, site plan(s) have been approved and
civil engineering plans and building plans have been approved.
C. WHEREAS, the Property has not been re-platted, which is needed to accommodate
the Microsoft’s planned development, and no site plans have been approved.
D. WHEREAS, the City has indicated that the re-plat of the Property cannot be
finalized until the utility infrastructure study being prepared by Carollo Engineers has been
completed, the Necessary Utility Infrastructure Improvements identified.
E. WHEREAS, Microsoft and the City intend to enter into a development agreement
to be approved by the Mayor and Council of the City addressing Microsoft Corporation’s
responsibility for the Necessary Utility Infrastructure Improvements.
F. WHEREAS, Microsoft has an accelerated construction schedule for the

development of the Property and wishes to commence construction of its first two buildings on the
Property before a site plan has been approved, before the Carollo Study has been completed, before
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the City has determined the Necessary Utility Infrastructure Improvements and before Microsoft
and the City of Goodyear have entered into the Improvements Development Agreement.
G. WHEREAS, Microsoft is fully aware that the undertaking any development on the
Property before the Carollo Study has been completed and before the City has determined the
Necessary Utility Infrastructure Improvements might result in Microsoft having to modify and/or
reconstruct work that was constructed, including but not limited to possible modifications and
reconstruction of On-Site and Off-Site water, wastewater and industrial discharge infrastructure
that was constructed.
H. WHEREAS, the City is willing to allow Microsoft to move forward with the
construction of its first two buildings on the Property before the completion of the Carollo Study
in exchange for Microsoft’s acknowledgement and agreement to design and construct, or cause to
be designed and constructed, all Necessary Utility Infrastructure Improvements and the waiver of
Claims by Microsoft and its Successors and Assigns against the City related to any modifications
or changes to any completed work that may be needed to accommodate the Necessary Utility
Infrastructure Improvements on the terms and conditions set forth in this Agreement.
I. WHEREAS, the City does not have the resources to accommodate Microsoft’s
accelerated construction schedule for the development of the first two buildings on the Property
and is desirous of pursuing development through a self-certification type process.
J. WHEREAS Microsoft is fully aware that work completed pursuant to a self-

certification process might require modifications or changes if it is determined that the work is not
consistent with applicable building codes, or any other applicable federal, state, and/or local law,
regulation code or ordinance.
K. WHEREAS, Microsoft is extremely sophisticated in terms of the construction of

its facilities and has the financial resources available to it to handle such additional costs should
they occur and is thus willing to undertake the foregoing risks and waive claims against the City
and indemnify the City for any and all Claims related to the self-certification process on the terms
and conditions set forth in this Agreement.
L. WHEREAS, the City has indicated the expedited development of the Property to
be in the best interests of the City because of the economic impact it will have on the community
and the terms and conditions set forth below mitigate the City’s risk for allowing Microsoft to
develop pursuant to a self-certification type process as outlined in this Agreement.
M. WHEREAS, because the expedited development of the Property is in the best

interests of the City and because the terms and conditions set forth below mitigate the risks to the
City of allowing Microsoft to develop the Property pursuant to a type of self-certification process
as outlined in this Agreement, allowing Microsoft to develop the Property pursuant to the self-
certification process as outlined in the Agreement is in the best interests of the City.
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N. WHEREAS, the City acknowledges the development of the Property is consistent
with the City’s general plan and any applicable plans.
O. WHEREAS, Microsoft and the City intend this document to be a Development

Agreement within the meaning of A.R.S. § 9-500.05.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. INCORPORATION OF RECITALS. The Parties hereby adopt and incorporate,

as if fully set forth herein, the Recitals stated above.
2. DEFINITIONS: Capitalized terms not defined in the foregoing Recitals are

defined as follows:
2.1. “Agreement” means this Development Agreement for PHX 10-11 by and
between Microsoft Corporation, a Washington corporation and the City of Goodyear, an Arizona
municipal corporation, as it may be amended, restated and/or supplemented in writing from time
to time, and all exhibits and schedules attached thereto.
2.2. “Building Official” means the City of Goodyear Building Official or his or
her designee.
2.3. "City Engineer" means the City of Goodyear Director of Engineering or his
or her designee.
2.4. “Claims” means any and all demands, claims, suits, awards, settlements,
judgments, bodily injuries, personal injuries (including death), property damage, liabilities, losses,
court costs, attorneys’ fees, and/or any other damages.
2.5. “Carollo Study” means the work prepared pursuant to a contract between
the City of Goodyear and Carollo Engineers, Inc. entered for a project titled Industrial Customer
Water and Wastewater Capacity Evaluation that will be used to assist in the determination by the
City of Necessary Utility Infrastructure Improvements.
2.6. “City” means the City of Goodyear, an Arizona municipal corporation.
2.7. “Development Application” means an application for the approval of any

development related activities within all or part of the Property, including applications for zoning,
use permits, preliminary plats, final plats, site plans, construction plans, and construction,
including building, permits.
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2.8. “Development Regulations” means all applicable laws, codes, ordinances,
rules, regulations, standards, guidelines, conditions of approval, and the like governing the
development of property within the City as they may be amended from time to time. This includes,
by way of example but not limitation: the Building Codes and Regulations (currently Chapter 9 of
the Goodyear City Code), the Subdivision Regulations adopted by the City of Goodyear (currently
Chapter 15 of the Goodyear City Code), the City’s Zoning Ordinance, the City of Goodyear’s
Design Guidelines Standards, the City of Goodyear Engineering Design Standards and Policies
Manual as they all may be adopted and amended from time to time; ordinances rezoning the
Property, including stipulations and conditions of approval thereto; and stipulations; and
conditions of approvals of approved site plans, preliminary plats, and final plats for the Property.
2.9. “Full Build-Out” means the development of no more than five (5) buildings
each of which will require no more than 1 MGD (million gallons per day) of water with a maximum
amount of 5 MGD of water to be delivered to serve the Property.
2.10. “Improvements Development Agreement(s)” means the development

agreement(s) to be entered into between Microsoft and the City and approved by the Mayor and
Council of the City addressing Microsoft’s responsibility for the Necessary Utility Infrastructure
Improvements.
2.11. “Necessary Utility Infrastructure Improvements” means the On-Site and

Off-site water, wastewater, and industrial discharge infrastructure improvements as reasonably
determined by the City based on the results of the Carollo Study as being needed to support the
development of the Property and to allow the City to provide City water and wastewater services
to the Property at Full Build-Out.
2.12. “Off-Site” means outside the boundaries of the Property.
2.13. “On-Site” means within the boundaries of the Property.
2.14. “Parties” means Microsoft and City collectively.
2.15. “Party” means Microsoft or City individually.
2.16. “Premises Claims” means demands, claims, suits, awards, settlements,

judgments, including court costs and reasonable attorneys’ fees, resulting from bodily injuries,
and/or property damage, caused by the negligence of the City of Goodyear, its elected official,
directors, managers, employees, Building Official, representatives, and agents (“City
Representatives”) to persons or property on the Property at the time such City Representative is
on the Property. Premises Claims extend to claims for bodily injuries and/or property damage that
occur to persons and/or property when a City Representative is on the Property such as claims for
bodily injury and property damage caused by a City Representative who negligently hits a
contractor on the Property causing bodily injury to the contractor and property damage to the
contractor’s equipment.
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2.17. “Professional Registrant” means persons registered or certified by the
Arizona State Board of Technical Registration to provide the professional services being provided
and that are certified to seal plans.
2.18. “Property” means approximately 279 acres of real property within the City
of Goodyear generally located between the north side of Broadway Road and the south side of
MC-85 and extending from east of Bullard Avenue to west of Litchfield Road as legally described
in Exhibit 1 attached hereto and incorporated herein by this reference.
2.19. “Qualified Professional Registrant” means either: (i) a Professional

Registrant who has been licensed for at least three (3) years and who prepared, stamped and sealed
the plans and who is approved as a self-certified professional for the type of plans being self-
certified by either the City of Phoenix or by another jurisdiction that has a self-certification
program and, if not approved by the City of Phoenix, who agrees to become certified by the City
of Phoenix within six (6) months of the date of any Professional of Record Statement submitted
by the Professional Registrant or (ii) A Professional Registrant who has been licensed for at least
(3) years and who reviewed plans that were prepared, stamped and sealed by another Professional
Registrant and who has been approved by the City of Phoenix as a self-certified professional for
the type of plans being self-certified.
2.20. “Self-Certification Building Permit(s)” means a permit required by any City

ordinance and code for the construction of any building or structure within the City of Goodyear
that is issued pursuant to the Self-Certification – Building Process.
2.21. “Self-Certification – Building Process” means the process described in

Section 10 and all subsections therein of this Agreement.
2.22. Self-Certification – Civil Engineering Process” means the process described

in Section 11 and all subsections therein of this Agreement.
2.23. “Self-Certification Engineering Permit” means a permit required by the

City of Goodyear Engineering Design Standards and Policies Manual for work within the City of
Goodyear that is issued pursuant to the Self-Certification – Civil Engineering Process.
2.24. “Self-Certification Permit” means a Self-Certification Engineering Permit

and/or a Self-Certification Building Permit.
2.25. “Self-Certified Plans” means the construction plans submitted with an

application for a Self-Certification Permit and construction plans submitted after a Self-
Certification Permit has been issued that are needed to reflect changes needed to conform to
applicable provisions of the City’s building codes, ordinances, Engineering Design Standards and
Policies Manual or other local, state and federal laws and regulations or to reflect field changes
which comply with the following: each plan sheet submitted shall be prepared by a Professional
Registrant, shall be stamped and sealed by the Professional Registrant who prepared the plan sheet
and shall contain the following statement signed and sealed by a Qualified Professional Registrant:
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SELF-CERTIFIED BY: ______________________________________ ____________
Name of Self-Certifying Qualified Professional Registrant Date
2.26. “Successors and Assigns” means any person or entity that succeeds to or is
assigned any interest in all or part of the Property.
3. EFFECTIVE DATE. The execution of this Agreement by the Parties and

approval of this Agreement by Resolution of the Goodyear City Council are conditions precedent
to this Agreement becoming effective. This Agreement shall take effect upon the later of dates
each of the following conditions precedent have occurred. (i) the full execution of this Agreement
by the Parties and (ii) the date the Resolution approving this Agreement becomes effective.
4. EXPIRATION DATE. This Agreement shall expire after the obligations of the
Parties have been fully satisfied. Notwithstanding the foregoing, this Agreement may be
terminated earlier upon the mutual agreement, in writing, executed by the Parties. Upon the
expiration or termination of the Agreement, and the written request of Microsoft, the City shall
record a Notice of Satisfaction in a form prepared by the City that will provide record notice that
all obligations (or less than all obligations, as applicable) except those that survive the expiration
of the Agreement have been satisfied.
GENERAL DEVELOPMENT OBLIGATIONS
5. GENERAL OBLIGATIONS. The following general obligations apply to the

development of the Property:
5.1. MICROSOFT’S OBLIGATION. Except as otherwise expressly provided

in this Agreement or any other written agreement between the City and Microsoft approved by the
Mayor and Council of the City of Goodyear and as a condition of development, Microsoft shall,
at its sole cost purchase all capital equipment, and design, install, and construct all public
infrastructure, within the boundaries of the Property and outside the boundaries of the Property
determined by the City as needed to support the development of the Property and to allow the City
to provide City services to the Property at Full Build-Out.
5.2. DEVELOPMENT REGULATIONS. Except as otherwise expressly

provided in this Agreement or in any other written agreement between the City and Microsoft and
subject to the terms and conditions of this Agreement, the Parties agree that the development of
the Property shall be governed by the Development Regulations in effect when the specific
Development Application is approved. For example, future applications for rezoning, future site
plans, future plats, construction permits, and/or building permits shall be subject to the
Development Regulations in effect when the Development Application is approved.
5.3. REQUIREMENTS NOT ADDRESSED. The Parties acknowledge and

agree that this Agreement addresses only certain issues with respect to the development of the
Property and provides only those rights expressly set forth in this Agreement. Except as expressly
provided otherwise in this Agreement, this Agreement does not relieve Microsoft from
constructing additional public or private infrastructure that may be required by Federal, State,
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County or City laws, ordinances, codes, rules, regulations, standards, guidelines, conditions of
approval and the like, including by way of example but not limitation, infrastructure needed for
drainage, internal roads, and emergency access roads. Except as expressly provided otherwise in
this Agreement, this Agreement does not relieve Microsoft from complying with the City’s
requirements concerning the development process, including by way of example but not limitation,
complying with procedures and processes governing submission requirements for zoning,
preliminary subdivision plats, final subdivision plats and/or site plans, and paying all applicable
costs, permit fees, development fees, application fees, and taxes.
5.4. FUTURE CONDITIONS AND APPROVALS. The Parties acknowledge

and agree that this Agreement addresses only limited issues relative to the development of the
Property and that the Agreement does not limit or preclude the City from imposing additional
restrictions, requirements, contributions, conditions or the like for the development of the Property
that may be allowed by law, unless expressly addressed herein. The Parties agree that nothing in
this Agreement shall be deemed to require the City to grant any future administrative or legislative
approvals related to the development of the Property that would be in addition to those approvals
the City has already provided to the Property as of the Effective Date of this Agreement provided,
however, such approvals have not already expired or been terminated, do not expire or terminate
pursuant to the terms of this Agreement, or are not revoked or terminated because of a breach of
this Agreement. Regardless of whether the action or payment is provided for in this Agreement,
the Parties acknowledge and agree that the City is not required to undertake any action or make
any payments if any federal, state, or local law requires formal action and approval by the City
Council before undertaking such action or payment until the City Council has taken the required
formal action and has approved the action or payment. The Parties agree that nothing in this
Agreement shall affect the City’s legislative authority to approve or deny zoning or other
development related applications, including applications for preliminary and/or final plats and/or
site plans, or the City’s legislative authority to impose conditions on the development of the
Property. Finally, the Parties agree that except as otherwise expressly provided herein, nothing in
this Agreement shall restrict the Microsoft’s rights to object to and pursue all legal remedies to
obtain relief from any future conditions, stipulations, policies, procedures, resolutions or
ordinances imposed by the City that Microsoft deems are illegal and/or beyond the scope of the
City’s statutory authority as applied to the Property.
WATER AND WASTEWATER
6. WATER AND WASTEWATER INFRASTRUCTURE OBLIGATIONS.

Microsoft hereby expressly acknowledges and agrees that Microsoft, at Microsoft’s sole cost, shall
purchase, design, construct, and install, or cause the purchase, design, construction and installation,
of all Necessary Utility Infrastructure Improvements.
7. AT-RISK CONSTRUCTION. Microsoft expressly acknowledges that the

Carollo Study has not been completed and the Necessary Utility Infrastructure Improvements have
not been identified; nonetheless, Microsoft desires to commence construction of the first two
buildings to be developed on the Property before knowing what Necessary Utility Infrastructure
Improvements Microsoft will be required to purchase, design, construct and install. The two
buildings are to be constructed on Arizona Parcel Number 500-07-131 and Arizona Parcel Number
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500-07-132, which are to be consolidated into one parcel by a minor land division. The City is
willing to allow the construction of two buildings on these two, soon to be consolidated, parcels,
before the Property is re-subdivided and before subject to the following terms:
7.1. RESPONSIBILITY FOR WATER AND WASTEWATER

INFRASTRUCTURE IMPROVEMENTS. Microsoft agrees that it will, at its sole cost, purchase,
design, construct and install all Necessary Utility Infrastructure Improvements. However, the City
and Microsoft agree to enter into Improvements Development Agreements that will identify the
Necessary Utility Infrastructure Improvements Microsoft is to purchase, design, construct and
install or cause to be purchased, designed, constructed and installed and that addresses the timing
for the completion of the construction and installation of such Necessary Utility Infrastructure
Improvements.
7.2. MODIFICATIONS FOR AT-RISK CONSTRUCTION. Microsoft agrees

that it will, at its sole cost and expense, make any modifications needed to any work completed
pursuant to permits issued for the first two buildings referred to in Section 7, as necessary to
accommodate the Necessary Utility Infrastructure Improvements. This includes, by way of
example, but not limitation, any On-Site pre-treatment facilities that may be needed to treat
industrial water if it is to be discharged into the City’s wastewater reclamation facility.
7.3. CERTIFICATES OF OCCUPANCY REQUIREMENTS. No certificates

of occupancy shall be issued for the first two buildings referred to in Section 7 unless the City
Engineer or his/her designee determines that all of the On-Site and Off-Site water, wastewater and
industrial discharge infrastructure needed to serve the building for which the certificate of
occupancy is being sought has been constructed. Upon the City Engineer’s affirmative
determination of the foregoing and upon satisfaction of all other requirements for necessary for
the issuance of a Certificate of Occupancy, the City shall promptly issue to Microsoft the
applicable certificate of occupancy.
7.4. WAIVER OF CLAIMS. Microsoft Corporation, a Washington Corporation

and all Successors and Assigns waive any Claims it may have against the City, its elected official,
directors, managers, employees, Building Official, representatives, and agents for related to or
arising from any modifications or changes to any of the work completed that the City requires be
made to accommodate the off-site water, wastewater and industrial discharge infrastructure
improvements that the City determines is needed to provide service to the support the development
of the Property and to allow the City to provide City water and wastewater services to the Property
at Full Build-Out. The waiver provision provided herein does not extend to: (i) Claims arising
from the intentional wrongdoing of the City of Goodyear, its elected official, directors, managers,
employees, Building Official, representatives, and agents; or (ii) to Premises Claims. This waiver
shall survive the expiration or earlier termination of this Agreement.
8. LIMITATIONS ON FUTURE CONSTRUCTION PERMITS. Except as

provided in Section 7 above, no construction permits shall be issued for work within the Property
permitted until all of the following have occurred: (i) the Carollo Study has been completed, (ii)
the City has identified the Necessary Utility Infrastructure Improvements and (iii) the City and
Microsoft have entered into an amendment of this Agreement or a new agreement that, at a
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minimum, identifies the Necessary Utility Infrastructure Improvements Microsoft is to purchase,
design, construct and install or cause to be purchased, designed, constructed and installed and that
addresses the timing for the completion of the construction and installation of such Necessary
Utility Infrastructure Improvements, and (iv) a final plat subdividing the Property into developable
lots that can accommodate Microsoft’s planned development has been approved and recorded.
SELF-CERTIFICATION
9. SELF-CERTIFICATION. City shall allow Microsoft to obtain necessary

engineering and building permits through a self-certification process as set forth below for the
construction of the first two buildings that are to be constructed on Arizona Parcel Number 500-
07-131 and Arizona Parcel Number 500-07-132, which are to be consolidated into one parcel by
a minor land division. If the self-certification process works to the satisfaction of the City, the
City may allow Microsoft to pursue a self-certification process for additional development on the
Property. The right to pursue a self-certification process is personal to Microsoft and shall not be
available to any other person or entity (i.e. this right does not extend to any Successor or Assign).
10. SELF-CERTIFICATION -- BUILDING PROCESS. Microsoft agrees it will

comply and will have its Professional Registrants comply with the following processes and
requirements for the Self-Certification Building Permits.
10.1. APPLICATION REQUIREMENTS. An application for a Self-

Certification Building Permit in the form provided by the Building Official shall be submitted to
the Building Official, along with all of the following:
10.1.1. An Owner Certification Statement in the form attached hereto as

Exhibit 2.
10.1.2. Two (2) sets of construction plans that contain all of the information
normally required for plans reviewed by the City for the type of building permit being sought.
Each plan sheet submitted shall be prepared by a Professional Registrant, shall be stamped and
sealed by the Professional Registrant who prepared the plan sheet and shall contain the following
statement signed and sealed by a Qualified Professional Registrant:

10.1.3. Professional of Record Statement(s) in the form attached hereto as

Exhibit 3 prepared and executed by a Qualified Professional Registrant(s).
10.1.4. For any Self-Certification Building Permit that will permit structural
work, a Structural Peer Review Certificate in the form attached hereto as Exhibit 4 and prepared
and executed by a Qualified Professional Registrant.
10.1.5. For any Self-Certification Building Permit that will permit the
installation or modifications of an electrical system that exceeds 400 amperes or the available fault
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current exceeds 22,000 amperes, an Electrical Peer Review Certificate in the form attached hereto
as Exhibit 5 and prepared and executed by a Qualified Professional Registrant.
10.1.6. Any other documents that are normal and customary for the issuance
of any building permit in the City of Goodyear as requested by the Building Official.
10.1.7. No fees shall be charged for the issuance of a Self-Certification

Building Permit.
10.2. DEVELOPMENT IMPACT FEES. Microsoft shall remit all applicable

development impact fees at the time a Self-Certification Building Permit is issued.
10.3. SELF-CERTIFICATION BUILDING PERMITS. The Building Official

shall issue all Self-Certification Building Permits to Microsoft Corporation, a Washington
Corporation or to any third party Microsoft deems appropriate as approved by the Building
Official.
10.4. COMPLIANCE WITH SELF-CERTIFIED PLANS. Microsoft agrees that

Self-Certified Plans will be used for the construction of the work permitted pursuant to a Self-
Certification Building Permit.
10.4.1. Plan Revisions. If the Building Official discovers that the Self-
Certified plans do not conform to applicable provisions of the City’s building codes, ordinances,
Engineering Design Standards and Policies Manual or other local, state and federal laws and
regulations, the City inspector shall notify the person that executed the Owner Certification
Statement on behalf of Microsoft and the Qualified Professional Registrant that prepared and
executed the applicable Professional Record Statement. Microsoft shall ensure that the Self-
Certified Plans are revised as needed to conform to applicable provisions of the City’s building
codes, ordinances, Engineering Design Standards and Policies Manual or other local, state and
federal laws and regulations. The revised plan sheets shall comply with the requirements for plan
sheets submitted with the application for a Self-Certification Building Permit and the Qualified
Registered Professional that certified the plans submitted with the application shall provide an
updated Professional of Record Statement. If the revised plan sheets involve structural changes or
electrical changes to plans that were certified by a peer reviewer, the peer reviewer shall provide
an updated Structural Peer Review Certificate or Electrical Peer Review Certificate, as applicable.
Two-copies of the revised Self-Certified Plans shall be provided to the Building Official.
10.4.2. Field Changes. If there is a proposed field change, the City

inspector shall determine whether plan revisions will be required. If the City inspector determines
plan revisions are required to accommodate the field change, the revised plan sheets shall comply
with the requirements for plan sheets submitted with the application for a Self-Certification
Building Permit and the Qualified Registered Professional that certified the plans submitted with
the application shall provide an updated Professional of Record Statement. If the revised plan
sheets involve structural changes or electrical changes to plans that were certified by a peer
reviewer, the peer reviewer shall provide an updated Structural Peer Review Certificate or
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Electrical Peer Review Certificate, as applicable. Two-copies of the revised Self-Certified Plans
shall be provided to the Building Official.
10.5. BUILDING INSPECTIONS. Except as otherwise provided herein, the City

of Goodyear shall conduct inspections of the work undertaken pursuant to a Self-Certification
Building Permit as is normal and customary in the City, except that such inspections shall be to
the Self-Certified Plans.
10.5.1. Special Inspections. Microsoft shall be responsible for providing all

special inspections that are required under the applicable development regulations, including
securing the services of the professionals to perform such inspections. In addition, Microsoft shall
be responsible for providing all special inspections that are above and beyond what is normal and
customary, including securing the services of the professionals to perform such inspections, if the
Building Official determines such special inspection is necessary to report upon unusual technical
issues that arise.
10.5.2. Inspection Costs. During the course of construction, the City shall
provide a City building inspector and City fire inspector on site full-time (8 hours a day) Monday
through Friday. The City shall invoice Microsoft on a monthly basis and Microsoft agrees to pay
the City, within 30 days of the date of the invoice, the hourly rate the City pays under the existing
contract for out-side inspectors for each hour the City Building Inspector and the City Fire
Inspectors are on site (i.e. Building Inspector 8 hours a day x # days being billed x contract rate =
reimbursement amount and Fire Inspector 8 hours a day x # days being billed x contract rate =
reimbursement amount).
11. SELF-CERTIFICATION – CIVIL ENGINEERING PROCESS. Microsoft

agrees it will comply and will have its Professional Registrants comply with the following
processes and requirements for Self-Certification Engineering Permits.
11.1. APPLICATION REQUIREMENTS. An application for a Self-

Certification Engineering Permit in the form provided by the City Engineer shall be submitted to
the City of Goodyear, along with all of the following:
11.1.1. An Owner Certification Statement in the form attached hereto as

Exhibit 5.
11.1.2. Two (2) sets of construction plans that contain all of the information
normally required for plans reviewed by the City for the type of engineering permit being sought.
Each plan set shall include all applicable General Notes as set forth in the City of Goodyear
Engineering Design Standards and Policies Manual modified as necessary to reflect that the City
is not reviewing the plans or involved in the testing or inspection process. Each plan sheet
submitted sheet shall be prepared by a Professional Registrant, shall be stamped and sealed by the
Professional Registrant who prepared the plan sheet and shall contain the following statement
signed and sealed by a Qualified Professional Registrant:

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11.1.3. Professional of Record Statement(s) in the form attached hereto as
Exhibit 3 prepared and executed by a Qualified Professional Registrant(s).
11.1.4. Any other documents that are normal and customary for the issuance
of any engineering permit in the City of Goodyear as requested by the City Engineer.
11.2. PERMIT FEES. No permit fees shall be charged for Self-Certification

Engineering Permits.
11.3. SELF-CERTIFICATION ENGINEERING PERMITS. The City Engineer

shall issue all Self-Certification Engineering Permits to Microsoft Corporation, a Washington
Corporation or to any third party Microsoft deems appropriate as approved by the City Engineer.
11.4. INSPECTIONS. The City of Goodyear shall not be conducting any

inspections of the work performed under any Self-Certification Engineering Permit issued to
Microsoft. Microsoft shall ensure that all work performed under any Self-Certification
Engineering Permit issued to Microsoft is in conformity with the Self-Certified Plans and all
applicable provisions of the City’s building codes, ordinances, and Engineering Design Standards
and Policies Manual and all other local, state and federal laws and regulations. Microsoft, at its
sole cost, shall retain all third-party inspectors and third-party testing consultants needed to
conduct the testing and inspections necessary to ensure that the work is in conformity with the
Self-Certified Plans and all applicable provisions of the City’s building codes, ordinances, and
Engineering Design Standards and Policies Manual and all other local, state and federal laws and
regulations. All required test results, reports, certifications and inspection reports shall be provided
to the City prior to the City’s final acceptance of the permitted work and the issuance of a
Certificate of Occupancy, including but not limited to all applicable tests, certifications, inspection
reports set forth in the Engineering Inspection Items, a copy of which is attached hereto as Exhibit
6 as applicable. The final acceptance shall reflect that a self-certification process was followed.
11.4.1. A separate Inspection and Testing Agreement shall be provided for

each third-party inspector retained to inspect any part of the work performed pursuant to a Self-
Certified Permit. The Inspection and Testing Agreement, as approved by the City Engineer and
which shall be in the general form attached hereto as Exhibit 7, shall be executed by Microsoft,
the engineer of record, the general contractor performing the permitted work, and the third party
inspector providing the inspections.
11.5. COMPLIANCE WITH SELF-CERTIFIED PLANS. Microsoft agrees that

Self-Certified Plans will be used for the construction of the work permitted pursuant to a Self-
Certification Engineering Permit.
11.5.1. Plan Revisions. If it is discovered that the Self-Certified Plans do

not conform to applicable provisions of the City’s building codes, ordinances, Engineering Design
Standards and Policies Manual or other local, state and federal laws and regulations, Microsoft
shall ensure that the Self-Certified Plans are revised as needed to conform to applicable provisions
{00035654.DOCX / 2} PAGE 12 | 20
of the City’s building codes, ordinances, Engineering Design Standards and Policies Manual or
other local, state and federal laws and regulations. The revised plan sheets shall comply with the
requirements for plan sheets submitted with the application for a Self-Certification Engineering
Permit and the Qualified Registered Professional that certified the plans submitted with the
application shall provide an updated Professional of Record Statement. Two-copies of the revised
Self-Certified Plans shall be provided to the City Engineer.
11.5.2. Field Changes. Except for minor field changes that would not under
the normal and customary practice require a plan revision, Self-Certified Plans shall be revised for
all proposed field changes. The revised plan sheets shall comply with the requirements for plan
sheets submitted with the application for a Self-Certification Engineering Permit and the Qualified
Registered Professional that certified the plans submitted with the application shall provide an
updated Professional of Record Statement. Two-copies of the revised Self-Certified Plans shall
be provided to the City Engineer.
12. PERMITS AND INSPECTIONS FOR WORK FOR OTHER ENTITIES.

Self-Certification Permits issued pursuant to the process set forth in this Agreement will not
include work required for any other third-party agency such as Roosevelt Irrigation District, APS,
Maricopa County Environmental Services District, and WAPA (Western Area Power
Administration). Microsoft shall be responsible for obtaining permits and/or approvals of plans
for such work directly from such third-party agencies. In addition, Microsoft shall be responsible
for coordinating directly with such agencies for inspections and approvals of third-party agency
permitted work.
13. ACKNOWLEDGEMENTS. The self-certification process set forth herein allow

Qualified Registered Professionals to self-certify plans and documents for the construction process
that they prepared or that were prepared by another Professional Registrant. Accordingly,
Microsoft understands and acknowledges that City staff will not review the plans submitted for
Self-Certification Permits and that the date stamps affixed to the plans are for control purposes
only and do not signify any review was performed.
14. REMEDIAL MEASURES AND WAIVER. Microsoft understands and agrees

that if any work undertaken pursuant to a Self-Certification Permit is contrary to, or does not
comply with any requirement of applicable provisions of the City’s building codes, ordinances,
and Engineering Design Standards and Policies Manual or any other applicable local, state and
federal laws and/or regulation, Microsoft shall, at its sole expense, take all remedial measures
required by the Building Official and/or the City Engineer to bring the completed construction into
conformity with all applicable provisions of the City’s building codes, ordinances, and
Engineering Design Standards and Policies Manual and all other local, state and federal laws and
regulations. Microsoft Corporation, a Washington Corporation and all Successors and Assigns
hereby waives any Claims it may have against the City, its elected official, directors, managers,
employees, Building Official, representatives, and agents related to any remedial measures
Microsoft is required by the Building Official and/or the City Engineer to undertake to bring the
completed construction into conformity with all applicable provisions of the City’s building codes,
ordinances, and Engineering Design Standards and Policies Manual and all other local, state and
federal laws and regulations. The waiver provision provided herein does not extend to: (i) Claims
{00035654.DOCX / 2} PAGE 13 | 20
arising from the intentional wrongdoing of the City of Goodyear, its elected official, directors,
managers, employees, Building Official, representatives, and agents; or (ii) to Premises Claims.
This waiver provision shall survive the expiration or earlier termination of this Agreement.
15. INDEMNIFICATION. In consideration of the City’s agreement to allow

Microsoft to obtain engineering and building permits through a self-certification process, and
except as otherwise provided herein, Microsoft Corporation, a Washington Corporation and all
Successors and Assigns hereby agrees to protect, defend, indemnify and hold harmless the City of
Goodyear, its elected officials, directors, managers, employees, Building Official, representatives,
and agents against any and all Claims that may be asserted against the City of Goodyear arising
out of or being in any way connected with the issuance of a Self-Certification Permit, including
the design, construction, and/or code compliance review for work undertaken pursuant to a Self-
Certification Permit, which includes by way of example, but not limitation, Claims by Microsoft
Corporation, any entity providing work on behalf of Microsoft Corporation, or any other person
or entity alleging any Claims against the City related to or arising from, or alleged to have arising
from, any City approvals, reviews, and inspections or lack thereof for the permitted work. The
indemnification provision provided herein does not extend to: (i) Claims arising from the
intentional wrongdoing of the City of Goodyear, its elected official, directors, managers,
employees, Building Official, representatives, and agents; or (ii) to Premises Claims. This
indemnification provision shall survive the expiration or earlier termination of this Agreement.
16. COOPERATION. Microsoft acknowledges that the self-certification process

described herein is a new process for the City that was developed over a very short period of time
to accommodate Microsoft’s expedited construction schedule and that the City may not have
identified and captured in this Agreement all requirements for the implementation of a self-
certification process. Accordingly, Microsoft agrees that it will comply, and will require its
Registered Professionals to comply, with requests of the City for information or documents or for
compliance with processes that would be required under the City of Phoenix self-certification
program, which is currently available at: https://www.phoenix.gov/pdd/self-certification-
program/procedures-forms-and-links .
GENERAL TERMS
17. ENTIRE AGREEMENT. This Agreement, constitutes the sole and entire
agreement between the Parties with respect to the matters covered herein and supersede any prior
or contemporaneous agreements, understandings or undertakings, written or oral, by or between
Parties and/or by or between any of the Parties and any third parties regarding the matters covered
herein.
18. AMENDMENTS. This Agreement shall only be modified, amended or restated

by a writing executed by Microsoft and the City and approved by a Resolution of the Mayor and
Council of the City of Goodyear. Amendments shall also be recorded in the Official Records of
Maricopa County within ten (10) days after the Resolution of the Mayor and Council of the City
of Goodyear is approved.
{00035654.DOCX / 2} PAGE 14 | 20
19. NOTICES AND FILINGS. Any and all notices, filings, approvals, consents or
other communications required or permitted by this Agreement shall be given in writing and
personally delivered or sent by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
The City: Microsoft:

City of Goodyear Microsoft Corporation
Attn: City Manager One Microsoft Way
190 North Litchfield Road Redmond, WA 98052
Goodyear, Arizona 85338 Attn: MSFT Engineering
copy to: copy to:
Attn: City Engineer One Microsoft Way
14455 West Van Buren Street, Suite D Redmond, WA 98052
Goodyear, Arizona 85338 Attn: DCS Global Real Estate
copy to: copy to:

Attn: Development Services Director One Microsoft Way
14455 West Van Buren Street, Suite D Redmond, WA 98052
Goodyear, Arizona 85338 Attn: Corporate, External, and Legal Affairs
copy to: copy to:

City of Goodyear Rose Law Group pc
Attn: City Attorney Attn: Jordan Rose
190 North Litchfield Road 7144 E. Stetson Dr., Ste. 300
Goodyear, Arizona 85338 Scottsdale, AZ 85283
or to any other addresses as any of the Parties hereto may from time to time designate in writing
and deliver in a like manner. Notices, filings, consents, approvals and communications shall be
deemed to have been given as of the date of delivery if hand delivered, or as of twenty-four (24)
hours following deposit in the U.S. Mail, postage prepaid and addressed as set forth above.
20. COVENANTS RUNNING WITH THE LAND. Except as otherwise provided

in this Agreement, the rights and duties under this Agreement shall be for the benefit of, and a
burden upon, the Property, and they shall be covenants running with the land.
21. SUCCESSORS AND ASSIGNS. Except as otherwise provided in this

Agreement, the provisions of this Agreement, including all rights and obligations, are binding upon
and shall inure to the benefit of the Parties and all Successors and Assigns.
22. NO AGENCY OR PARTNERSHIP. Neither City nor Microsoft is acting as the

agent of the other with respect to this Agreement, and this Agreement shall not be deemed to create
a partnership, joint venture, or other business relationship between the City and Microsoft.
{00035654.DOCX / 2} PAGE 15 | 20
23. CONFLICTS OF INTEREST. This Agreement is subject to the provisions of
A.R.S. § 38-511, and may be terminated by the City in accordance with such provisions.
24. BUSINESS DAYS. If the last day of any time period stated in this Agreement or
the date on which any obligation to be performed under this Agreement shall fall on Saturday,
Sunday or legal holiday, then the duration of such time period or the date of performance, as
applicable, shall be extended so that it shall end on the next succeeding day which is not a Saturday,
Sunday or legal holiday.
25. DEFAULTS AND REMEDIES. Any Party shall be in default under this
Agreement (“Default”) if it fails to satisfy any due and owing term or condition as required under
this Agreement within thirty (30) business days following written notice from the other Party
(“Notice”); provided, however, that the Notice shall set forth the specific reasons for the
determination that the Party has failed to satisfy any term of condition hereof. A Party shall not
be in Default if the Party commences to cure any deficiencies within thirty (30) business days of
receipt of Notice and cures such deficiencies within a reasonable time thereafter.
26. NO WAIVER. No delay in exercising any right or remedy shall constitute a waiver
thereof, and no waiver by the City or Microsoft of the breach of any covenant or condition of this
Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or
any other covenant or condition of this Agreement.
27. MEDIATION. If a dispute arises out of or related to this Agreement, or breach

thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try to
settle the dispute through mediation before resorting to arbitration, litigation, or some other dispute
resolution. In the event that the Parties cannot agree upon the selection of a mediator within seven
(7) days, either Party may request a presiding judge of the Superior Court to assign a mediator
from a list of mediators maintained by the Arizona Municipal Risk Retention Pool. If the dispute
is not resolved within thirty (30) days of from the date a mediator is selected or appointed, the
mediation will be deemed to have failed and the obligation hereunder satisfied provided, however,
if the Parties and the agreed upon mediator cannot in good faith schedule a meeting to mediate the
dispute within the time stated in the foregoing clause, the period of time state in the foregoing
clause shall be extended by an additional thirty (30) days. The terms of this Section 27 shall survive
the expiration or earlier termination of this Agreement.
28. WAIVER OF JURY TRIAL. UNLESS EXPRESSLY PROHIBITED BY

LAW, EACH OF THE CITY AND MICROSOFT KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY AND ALL
ACTIONS OR OTHER LEGAL PROCEEDINGS AGAINST THE OTHER PARTY,
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE
TRANSACTIONS IT CONTEMPLATES, AND AGREES THAT ANY AND ALL
ACTIONS OR OTHER LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE TRANSACTIONS IT CONTEMPLATES, AND/OR THE
WORK PERFORMED PURSUANT TO THIS AGREEMENT SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY. THIS WAIVER APPLIES TO ANY
ACTION OR OTHER LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT,
{00035654.DOCX / 2} PAGE 16 | 20
TORT OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS
RECEIVED THE ADVICE OF COMPETENT COUNSEL. The terms of this Section 28
waiving the right to a jury trial shall survive the expiration or earlier termination of this Agreement
29. LIMITATION ON CLAIMS. IN NO EVENT SHALL CONSEQUENTIAL

DAMAGES, EXPECTATION DAMAGES, AND/OR INCIDENTAL DAMAGES, WHICH
INCLUDES, BUT IS NOT LIMITED, CLAIMS FOR LOST PROFITS, BE AWARDED AS
DAMAGES FOR A BREACH OF THIS AGREEMENT, AND THE PARTIES
EXPRESSLY WAIVE ANY RIGHT TO CONSEQUENTIAL DAMAGES,
EXPECTATION DAMAGES, AND/OR INCIDENTAL DAMAGES IN THE EVENT OF A
BREACH OF THIS AGREEMENT. The terms of this Section 29 limiting the remedies
available to the Parties in the event of a breach of the Agreement shall survive the expiration or
earlier termination of this Agreement.
30. SECTION HEADINGS. The section headings contained in this Agreement are
for convenience in reference only and are not intended to define or limit the scope of any provision
of this Agreement.
31. FAIR INTERPRETATION. The terms and provisions of this Agreement

represent the result of negotiations between the Parties, each of which has had the opportunity to
consult with counsel of their own choosing and/or has been represented by counsel of their own
choosing, and none of whom has acted under any duress or compulsion, whether economic or
otherwise. Consequently, the Parties agree the terms and provisions of this Agreement shall be
construed according to their usual and customary meanings, and the Parties each hereby waive the
application of any rule of law (common law or otherwise) that ambiguous or conflicting terms be
resolved against the Party who prepared, or whose attorney prepared, the executed Agreement or
any earlier draft of same. The terms of this Section 31 shall survive the expiration or earlier
termination of this Agreement.
32. CHOICE OF LAW, VENUE, AND ATTORNEY’S FEES. In any dispute under
this Agreement, the successful Party shall be entitled to collect from the other Party its reasonable
attorneys’ fees, and other costs as determined by a Court of competent jurisdiction. The Parties
agree that any dispute, controversy, claim or cause of action arising out of or related to this
Agreement shall be governed by the laws of the State of Arizona. The Parties further agree that
the venue for any dispute, controversy, claim or cause of action arising out of or related to this
Agreement shall be Maricopa County and that any action filed shall be heard in a court of
competent jurisdiction located in Maricopa County. The Parties expressly waive the right to
object, for any reason, to the venue of Maricopa County. The terms of this Section 32 shall survive
the expiration or earlier termination of this Agreement.
33. SURVIVAL CLAUSE: All provisions in this Agreement that logically ought to
survive the expiration or earlier termination of this Agreement shall survive the expiration or
earlier termination of this Agreement. This includes by way of example: all provisions imposing
obligations that will not be triggered until the Agreement is terminated, all indemnification
provisions; all limitation of remedies and damages provisions; all provisions waiving claims; and
all provisions relieving any Party of liability for actions taken. The fact that certain provisions in
{00035654.DOCX / 2} PAGE 17 | 20
this Agreement expressly state that such provisions shall survive the expiration or earlier
termination of this Agreement shall not be construed as limiting the application of the Survival
Clause set forth in this Section 33 to other provisions in the Agreement.
34. REPRESENTATIONS AND WARRANTIES OF MICROSOFT. As of the

date of the execution of this Agreement, Microsoft represents and warrants the following:
34.1. OWNERSHIP. Microsoft Corporation, a Washington corporation is the

owner of the Property and has the full right and authority to submit its interest in the Property to
the obligations hereunder. Microsoft holds title free and clear of all monetary liens other than liens
for taxes not yet due and payable.
34.2. AUTHORIZATION. Microsoft is a Washington corporation qualified to

do business in Arizona and in good standing; Microsoft (including the person signing for
Microsoft) has the authority and the right to enter into this Agreement as authorized by Microsoft,
and Microsoft is not prohibited from executing this Agreement by any law, rule, regulation,
instrument, agreement, order or judgment.
34.3. DUE DILIGENCE. Microsoft reviewed this Agreement and reached its
own conclusions as to the binding and enforceable nature thereof and all of the provisions
contained therein, and has not relied on any representations or warranties of City other than those
expressly provided in this Agreement.
35. REPRESENTATIONS AND WARRANTIES OF CITY. As of the Effective

Date of this Agreement, the City represents and warrants the following:
35.1. APPROVAL. City has approved this Agreement at a duly held and noticed
public meeting by its Mayor and City Council, at which a quorum was duly present, and has
authorized the execution hereof.
35.2. AUTHORIZATION. City agrees that the persons executing this Agreement
on behalf of City have been duly authorized to do so.
36. COUNTERPARTS. This Agreement may be executed in two or more

counterparts, each of which shall be deemed an original and all of which, taken together, shall
constitute one agreement, binding on the Parties. Further this Agreement may be executed and
delivered by electronic transmission. A manually signed copy of this Agreement delivered by
facsimile, email, or other means of electronic transmission shall be deemed to have the same legal
effect as delivery of an original signed copy of this Agreement provided however, Microsoft shall
deliver an original to the City for recordation in the Official Records of Maricopa County.
37. PAGE NUMBERING. The page numbering of this document is exclusive of the
Exhibits attached hereto.
{00035654.DOCX / 2} PAGE 18 | 20
IN WITNESS WHEREOF, and agreeing to be bound by the terms of this Agreement the
City and Microsoft have caused this Agreement to be executed by their duly appointed
representatives.
MICROSOFT:
Microsoft Corporation,
a Washington corporation
By:_____________________________
Its: Manager
State of Washington )
)ss
County of King )
The Development Agreement for PHX 10-11 between Microsoft Corporation, a

Washington corporation and the City of Goodyear, an Arizona municipal corporation was
acknowledged before me this _____ day of ___________________, 2019, by
____________________________, the _____________________________ of Microsoft
Corporation, a Washington corporation, and who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the and acknowledged to me that he being
authorized to do so, executed the foregoing instrument for the purposes therein contained on behalf
of Microsoft Corporation, a Washington corporation.
________________________
Notary Public
{00035654.DOCX / 2} PAGE 19 | 20
CITY:
CITY OF GOODYEAR, an Arizona municipal corporation
By:
Julie Arendall
Its: City Manager
STATE OF ARIZONA )
) ss.
County of Maricopa )
The Development Agreement for PHX 10-11 by and between Microsoft Corporation, a
Washington corporation and the City of Goodyear, an Arizona municipal corporation was
acknowledged before me this _____ day of ___________________, 2019, by Julie Arendall, the
City Manager of the CITY OF GOODYEAR, an Arizona municipal corporation, for and on behalf
thereof.
Notary Public
Attest:
_______________________
Darcie McCracken, City Clerk
Approved as to Form:
________________________
Roric Massey, City Attorney
Exhibits on Following Pages
{00035654.DOCX / 2} PAGE 20 | 20
EXHIBIT “1”
Legal Description
A PORTION OF LAND LOCATED WITHIN THE FINAL PLAT OF “AIRPORT COMMERCENTER SUBDIVISION
NO. 4”, ACCORDING TO BOOK 286 OF MAPS, PAGE 20, RECORDS OF MARICOPA COUNTY, ARIZONA,
TOGETHER WITH ALL THAT PORTION OF LAND LOCATED WITHIN THE FINAL PLAT OF “AIRPORT
COMMERCENTER SUBDIVISION NO. 2”, ACCORDING TO BOOK 259 OF MAPS, PAGE 44, RECORDS OF
MARICOPA COUNTY, ARIZONA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT LOCATED ON THE NORTH RIGHT-OF-WAY LINE OF BROADWAY ROAD ALSO
BEING THE SOUTHEAST CORNER OF SAID SUBDIVISION “AIRPORT COMMERCENTER SUBDIVISION NO.
4”;
THENCE NORTH 89°53’31” WEST, 1350.40 FEET ALONG SAID RIGHT-OF-WAY LINE;
THENCE NORTH 89°52’29” WEST, 1350.12 FEET CONTINUING ALONG SAID RIGHT-OF-WAY LINE;
THENCE NORTH 00°01’11” WEST, 1270.64 FEET DEPARTING FROM SAID RIGHT-OF-WAY LINE TO THE
SOUTHWEST CORNER OF SAID SUBDIVISION “AIRPORT COMMERCENTER SUBDIVISION NO. 2”;
THENCE CONTINUING NORTH 00°01’11” WEST, 1309.25 FEET ALONG THE WEST LINE OF
AFOREMENTIONED SUBDIVISION;
THENCE SOUTH 89°35’43” EAST, 30.00 FEET TO THE EAST RIGHT-OF-WAY LINE OF LA COMETA;
THENCE ALONG SAID RIGHT-OF-WAY LINE FOR FOLLOWING SEVEN (7) CALLS;
THENCE NORTH 00°06’22” WEST, 242.70 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT
HAVING A RADIUS OF 710.00 FEET;
THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 26°03’44”, AN ARC LENGTH
OF 322.96 FEET;
THENCE NORTH 25°57’22” EAST, 100.62 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE LEFT
OF 444.72 FEET;
THENCE NORTH 55°57’22” EAST, 10.29 FEET TO THE BEGINNING OF A NON-TANGENT CURVE WHOSE
CENTER RADIUS BEARS SOUTH 69°22’44” WEST, 560.00 FEET;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 13°25’22”,
AN ARC LENGTH OF 131.19 FEET;
THENCE NORTH 34°02’38” WEST, 80.00 FEET TO THE NORTHWEST CORNER OF AFOREMENTIONED
SUBDIVISION LOCATED ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF MC 85;
THENCE NORTH 55°57’22” EAST, 2389.65 FEET ALONG SAID SOUTHEASTERLY LINE TO THE MOST
NORTHERLY LINE OF AFOREMENTIONED SUBDIVISION;
THENCE SOUTH 89°10’28” EAST, 279.29 FEET ALONG SAID NORTHERLY LINE TO THE SOUTHERLY RIGHT-
OF-WAY LINE OF LOWER BUCKEYE ROAD ALSO BEING THE BEGINNING OF A NON-TANGENT CURVE,
CONCAVE NORTHEASTERLY WHOSE CENTER RADIUS BEARS NORTH 25°26’44” EAST, 440.00 FEET;
THENCE ALONG SAID RIGHT-OF-WAY LINE FOR FOLLOWING THREE (3) CALLS;
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 24°37’12”,
AN ARC LENGTH OF 189.07 FEET;
THENCE SOUTH 89°10’28” EAST, 70.55 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT
OF 18.49 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF 141ST AVENUE;
THENCE ALONG SAID RIGHT-OF-WAY LINE FOR THE FOLLOWING THREE (3) CALLS;
THENCE SOUTH 00°52’11” EAST, 1287.14 FEET TO THE BEGINNING OF A TANGENT TO THE RIGHT
OF 25.23 FEET TO THE BEGINNING OF A REVERSE CURVE TO THE LEFT HAVING A RADIUS OF 60.00 FEET;
OF 144.71 FEET TO THE EAST LINE OF AFOREMENTIONED SUBDIVISION.
THENCE SOUTH 00°52’11” EAST, 1149.19 FEET ALONG SAID EAST LINE;
THENCE SOUTH 00°51’06” EAST, 1143.51 FEET CONTINUING ALONG SAID EAST LINE TO THE SOUTHEAST
CORNER OF AFOREMENTIONED SUBDIVISION ALSO BEING THE NORTHEAST CORNER OF SAID
SUBDIVISION “AIRPORT COMMERCENTER SUBDIVISION NO. 4”;
THENCE CONTINUING SOUTH 00°51’06” EAST, 1423.35 FEET ALONG THE EAST LINE OF
AFOREMENTIONED SUBDIVISION TO THE POINT OF BEGINNING.
EXCEPT “TRACT A” OF SAID SUBDIVISION “AIRPORT COMMERCENTER SUBDIVISION NO. 2”.
DESCRIBED AREA ABOVE CONTAINS 12,162,426 SQUARE FEET OR 279.21 ACRES MORE OR LESS.
EXHIBIT “2”
Owners Certification Statement
Exhibit on the following page

OWNER CERTIFICATION STATEMENT
SELF-CERTIFICATION PERMIT ENGINEERING & DEVELOPMENT SERVICES
PERMIT #: ____________________________
For Office Use Only
Project Name: _____________________________________________________________________________________
Project Address: ___________________________________________________________________________________
I, being duly authorized to do so on behalf of Microsoft Corporation, have authorized all professionals named on
the attached plans and application by the applicant to self-certify the attached plans. I agree to take the necessary
measures to correct any misrepresentation or falsification of facts made knowingly or negligently by my agents,
contractors, employees, or me. Microsoft agrees to take any remedial measures required by the Building Official
and/or the Engineering Directors or their respective designees to bring the completed construction into
conformity with all applicable provisions of the City’s building codes, ordinances, and Engineering Design
Standards and Policies and all other local, state and federal laws and regulations.
BY: Microsoft Corporation, a Washington corporation
Signature: _________________________________________________________________ Date: __________________
Printed Name: _____________________________________________________________________________________
Title: _____________________________________________________________________________________________
Address: __________________________________________________________________________________________
City: _____________________________________________________ State: ____________________ Zip: __________
Phone: ___________________________________ Email: __________________________________________________
Staff Initials: __________
14455 West Van Buren Street, Suite D, Goodyear, AZ 85338 Page 1 of 1

P 623-932-3004 goodyearaz.gov Rev. 02/21/19
EXHIBIT “3”
Professional Record of Statement

PROFESSIONAL OF RECORD STATEMENT
SELF-CERTIFICATION PERMIT ENGINEERING & DEVELOPMENT SERVICES
PERMIT #: ____________________________
For Office Use Only
Professional of Record: _______________________________________ AZ License Number: _________________________________
Project Name: __________________________________________ Project Address: __________________________________________
Initial one of the boxes below as applicable:
I prepared, stamped and sealed the plans that I am self-certifying. I am registered or certified by the Arizona State
Board of Technical Registration to provide the professional services I am self-certifying; I have been licensed for at
least three (3) years; I have been approved as a self-certified professional for the type of plans being self-certified by
either the City of Phoenix or by another jurisdiction that has a self-certification program; and if I have not been
approved by the City of Phoenix as a self-certified professional, I will obtain such approval within six (6) months of the
date of this Professional of Record Statement.
I reviewed the plans that I am self-certifying, which were prepared, stamped and sealed by another Professional
Registrant. I am registered or certified by the Arizona State Board of Technical Registration to provide the professional
services I am self-certifying. I have been licensed for at least three (3) years, and have been approved by the City of
Phoenix as a self-certified professional for the type of plans being self-certified.
I hereby certify the following:

• The assertions made on the permit application are true and correct.
• The attached application and each page of the plans that I have signed and sealed as self-certified were personally
prepared or reviewed by me, and submitted herewith they are complete and in accordance with all applicable
provisions of the City of Goodyear’s building codes, ordinances, and Engineering Design Standards and Policies and
other applicable local, state and federal laws and/or regulations.
• I have exercised a professional standard of care in the preparation, completion or review and submittal of these
documents and I am aware that the Building Official and/or the Director of Engineering for the City of Goodyear will
rely upon the truth and accuracy of this statement as the basis for issuance of the Self-Certified Permit being
requested. If it is determined by the City of Goodyear that the submitted plans do not conform to such laws, I agree
to immediately take all remedial measures within my control, to meet city, federal and state requirements.
• If I become aware of any false or inaccurate statements made in any documentation provided to the city of Goodyear,
whether such misrepresentations are made by agents, my employee or by me. I will immediately take all necessary
measures to correct such statements.
Signature: _________________________________________________________ Date: __________________________
Printed Name: _____________________________________________________________________________________
Company Name:___________________________________________________________________________________
Address: __________________________________________________________________________________________
City: _____________________________________________State: ____________________ Zip: ___________________
Staff Initials: ___________

EXHIBIT “4”
Structural Peer Review Certificate

STRUCTURAL PEER REVIEW CERTIFICATE
SELF-CERTIFICATION BUILDING PERMIT ENGINEERING & DEVELOPMENT SERVICES
PERMIT #: ____________________________
For Office Use Only
This form must be completed and signed by a structural peer reviewer for any Self Certification project that involves structural
work.
Project Name: ____________________________________________________________________________________________________
Project Location: __________________________________________________________________________________________________
Lot #: ____________ Tract #: _______________ Bldg #: _______________ Floor: _______________ Suite/Space: _____________
Scope of Work: __________________________________________________________________________________________________
STRUCTURAL ENGINEER OF RECORD INFORMATION
Name: __________________________________________________ Company Name: ____________________________________
Address: ________________________________________________ City/State/Zip: _____________________________________
Phone: __________________________________________________ AZ License #: _______________________________________
Email: __________________________________________________________________________________________________________
STRUCTURAL PEER REVIEWER INFORMATION
Name: __________________________________________________ Company Name: ____________________________________
Address: ________________________________________________ City/State/Zip: _____________________________________
Phone: __________________________________________________ AZ License #: _______________________________________
Email: __________________________________________________________________________________________________________
I hereby certify the following information:
• I have reviewed the structural portion of the plans being submitted for the project listed above and agree, that as of this
date, they are complete and in accordance with all applicable provisions of the City of Goodyear’s building codes,
ordinances, and other applicable local, state and federal laws and/or regulations.
• I am registered or certified by the Arizona State Board of Technical Registration to provide the professional services I am
certifying; I have been licensed for at least three (3) years; I have been approved as a self-certified professional for the
type of plans being certified by either the City of Phoenix or by another jurisdiction that has a self-certification program.
• I have exercised a professional standard of care in reviewing these plans and am aware that the Building Official for the
City of Goodyear will rely upon the truth and accuracy of this statement as the basis for issuance of a Self-Certification
Building Permit.
Structural Peer Reviewer Signature: _______________________________________________________ Date: ________________
Staff Initials: ___________

EXHIBIT “5”
Electrical Peer Review Certificate

ELECTRICAL PEER REVIEW CERTIFICATE
SELF-CERTIFICATION BUILDING PERMIT ENGINEERING & DEVELOPMENT SERVICES
PERMIT #: ____________________________
For Office Use Only
This form must be completed and signed by an electrical peer reviewer for any Self Certification project that involves the installation or
modifications of an electrical system that exceeds 400 amperes or the available fault current exceeds 22,000 amperes structural work.
Project Name: ____________________________________________________________________________________________________
Project Location: __________________________________________________________________________________________________
Lot #: ____________ Tract #: _______________ Bldg #: _______________ Floor: _______________ Suite/Space: _____________
Scope of Work: ___________________________________________________________________________________________________
ELECTRICAL ENGINEER OF RECORD INFORMATION
Name: __________________________________________________ Company Name: _____________________________________
Address: ________________________________________________ City/State/Zip: ______________________________________
Phone: __________________________________________________ AZ License #: ________________________________________
Email: ___________________________________________________________________________________________________________
ELECTRICAL PEER REVIEWER INFORMATION
Name: __________________________________________________ Company Name: _____________________________________
Address: ________________________________________________ City/State/Zip: ______________________________________
Phone: __________________________________________________ AZ License #: _______________________________________
Email: ___________________________________________________________________________________________________________
I hereby certify the following information:
• I have reviewed the electrical portion of the plans being submitted for the project listed above and agree, that as of this
date, they are complete and in accordance with all applicable provisions of the City of Goodyear’s building codes,
ordinances, and other applicable local, state and federal laws and/or regulations.
• I am registered or certified by the Arizona State Board of Technical Registration to provide the professional services I am
certifying; I have been licensed for at least three (3) years; I have been approved as a self-certified professional for the
type of plans being certified by either the City of Phoenix or by another jurisdiction that has a self-certification program.
• I have exercised a professional standard of care in reviewing these plans and am aware that the Building Official for the
City of Goodyear will rely upon the truth and accuracy of this statement as the basis for issuance of a Self-Certification
Building Permit.
Electrical Peer Reviewer Signature: ___________________________________________________________ Date: _________________
Staff Initials: ____________

EXHIBIT “6”
Engineering Inspection Items

ENGINEERING INSPECTION ITEMS
TO BE PROVIDED TO CITY ENGINEERING & DEVELOPMENT SERVICES
PERMIT #: ____________________________
For Office Use Only
Project Name: ___________________________________________ Project Address: _________________________________________
Inspectors are required to provide the City with copies of all required test results, reports, certifications and inspection notes to
demonstrate that the work permitted under a Self-Certification Engineering Permit is in conformity with the Self-Certified Plans
and all applicable provisions of the Engineering Design Standards and Policies Manual and other applicable codes and ordinances,
including but not limited to those items set forth below.
 SWPPP
 All Storm Water Pollution Protection Plans shall be complied with throughout the duration of the permitted work and
corrected if needed within 24 hours of an event.
 Following the completion of the work, the City shall be provided with a copy of the NOT (Notice of Termination)
issued by ADEQ.
 Grading Inspections, Reports, Certifications & Other Documents as Applicable

 Site grading – Engineer of Record or Registered Land Surveyor shall provide certification via letter that the site
has been graded to elevations within 0.3 feet of the self-certified grading plan elevations
 Pad elevation Engineer of Record or Registered Land Surveyor shall provide certification via letter that the pads
have been graded to be at or +0.1 foot above the pad elevations as shown on the self-certified grading plans
 Drainage control outfall elevations Engineer of Record or Registered Land Surveyor shall provide certification via
letter that the ultimate outfall elevation(s) for the site match the self-certified plans
 Material Field & Lab Testing Reports

 As required in the Engineering Design Standards and Policies Manual.
 Drywell Inspections, Reports, Certifications and other Documents as Applicable

 Percolation test
 Water/Fire Line Inspections, Reports, Certifications and other Documents as Applicable

 Backflow preventer certifications
 Maricopa County Environmental Services Division issued Approval of Construction (AOC) for Water construction
 Sewer Testing Inspections, Reports, Certifications and other Documents as Applicable

 Hydrovac certification to be provided immediately prior to tie-in to the City system to verify that it is clean and
free of debris
 Maricopa County Environmental Services Division issued Approval of Construction (AOC) for Sewer construction
Note: Before any sewer plug can be removed all required inspections and testing shall have been completed and the
inspector shall provide a letter on letterhead stating that the permitted work has been completed and all punch list
items have been corrected.
 Landscape

ENGINEERING INSPECTION ITEMS
TO BE PROVIDED TO CITY ENGINEERING & DEVELOPMENT SERVICES
 Third Party Agency Approvals

 Final approvals of all work completed pursuant to a permit issued by a third-party agency that permitted any work
on the Property, such as Roosevelt Irrigation District, APS, Maricopa County Environmental Services District, and
WAPA (Western Area Power Administration).
 As-Builts
 An approved set of plans sealed by an Engineer and Self-Certified by a Qualified Professional Registrant shall be
submitted with the final report. As-Builts shall be formatted into a multipage PDF, 36"x24" at 600dpi minimum
and placed on a CD.
 Property Owner Acceptance Letter(s) authorizing the close out of the permitted work and the submission of the final
report shall be included in the final report.
 Certificate of Occupancy (C of O) Process

The City Engineering division will not sign off on the full (C of 0) Certificate of Occupancy until all required documentation,
including the documentation referred to above, needed to demonstrate that the work performed under any Self-
Certification Engineering Permit issued is in conformity with the Self-Certified Plans and all applicable provisions of the
City’s building codes, ordinances, and Engineering Design Standards and Policies and all other local, state and federal laws
and regulations.

EXHIBIT “7”
Inspection and Testing Agreement

INSPECTION AND
TESTING AGREEMENT
SELF-CERTIFICATION ENGINEERING PERMIT ENGINEERING & DEVELOPMENT SERVICES
Inspection and Testing Agreement

Project Name: ____________________________________________________________________________________________________
Project Address: __________________________________________________________________________________________________
Permit Number: ___________________________________________________________________________________________________
Acknowledgements
I have read and agree to comply with the attached terms and conditions of this agreement.
Owner: Microsoft Corporation, a Washington corporation
______________________________________________________ _____________________________________
Printed Name and Title Signature
Contractor:
______________________________________________________ _____________________________________
Designated Inspector:
___________________________________________________ _____________________________________
Engineer of Record:
___________________________________________________ _____________________________________
Contact Information for Notices

Microsoft: ________________________________________ ____________________________________
Printed Name e-mail address
City Engineer: Rebecca Zook [email protected]
Engineer of Record: _____________________________________ ____________________________________

Printed Name e-mail address
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together,
shall constitute one agreement, binding on the parties. Further this Agreement may be executed and delivered by electronic transmission.
A manually signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have
the same legal effect as delivery of an original signed copy of this Agreement provided however, Owner shall deliver an original to the City
for recordation in the Official Records of Maricopa County.

INSPECTION AND
TESTING AGREEMENT
Inspection Requirements: Each 3rd party engineering inspector retained to inspect any part of the work under a Self-Certification
Permit shall adhere to the following and during the course of the construction provide all items as required on the city of Goodyear
Inspector checklist. See attached.
INSPECTOR RESPONSIBILITIES
1. Observe Work
The inspector shall observe the work for conformance with the Self-Certified Plans and all applicable provisions of the
City’s building codes, ordinances, and Engineering Design Standards and Policies and all other applicable local, state
and federal laws and regulations and shall prepare or compile test results, reports, and certifications required by the
Engineering Design Standards and Policies Manual and all other applicable local, state and federal laws and regulations.
“Self-Certified Plans” are the construction plans submitted with an application for a Self-Certification Permit and
construction plans submitted after a Self-Certification Permit has been issued that are needed to reflect changes
needed to conform to applicable provisions of the City’s building codes, ordinances, Engineering Design Standards and
Policies Manual or other local, state and federal laws and regulations or to reflect field changes which comply with the
following: each plan sheet submitted shall be prepared by a Professional Registrant, shall be stamped and sealed by
the Professional Registrant who prepared the plan sheet and shall contain the following statement signed and sealed
by a Qualified Professional Registrant:
SELF-CERTIFIED BY: __________________________________________________________________________

2. Frequency of Inspections.
Unless Periodic Inspections are approved as provided herein, inspections of the work permitted under a self-certified
permit are to be performed on a continuous basis, meaning that the inspector is to be on site at all times observing
the work during construction. If periodic inspections are desired, a written request signed by Microsoft, the
Engineering of Record, and the Inspector along with a written plan for the proposed periodic inspections shall be
submitted to the City Engineer for review. Periodic inspections shall not be allowed unless the City Engineer or his/her
designee has approved, in a writing signed by the City Engineer or his/her designee, the written plan for periodic
inspections.
3. Report Nonconforming Items

The inspector shall bring nonconforming items to the immediate attention of the contractor and note all such items in
a daily report. If any nonconforming item is not resolved in a timely manner or is about to be incorporated in the work,
the inspector shall immediately notify, by telephone or in person, the City Engineer, Engineer of Record and
Microsoft’s designated representative of the nonconforming item. In addition, the inspector shall post a notice
identifying the work that is not in conformance with the self-certified design drawings and specifications, any
applicable provision of the City’s building codes, ordinances, Engineering Design Standards and Policies or any other
local, state and federal laws or regulations (“Discrepancy Notice”) and shall e-mail a copy of the Discrepancy Notice
to Microsoft, the Engineer of Record, the Contractor and the City Engineer to the e-mail addresses set forth in this
Agreement.
4. Furnish Daily Reports
All inspectors shall provide the contractor daily inspection reports, which are to remain at the jobsite with the
contractor and shall be available for review by Microsoft’s representative and the Engineer of Record if requested.

INSPECTION AND
TESTING AGREEMENT
5. Furnish Weekly Reports

The inspector shall furnish weekly reports of tests and inspections directly to the Engineer of Record, the General
Contractor, and others as designated. The weekly reports must include the following:
• Description of daily inspections and tests made with applicable locations;
• Copies of all reports, testing results, certifications and other required documents prepared or received during the
week.
• Listing of all nonconforming items and report on how nonconforming items were resolved or unresolved as
applicable;
• Itemized changes to the self-certified plans that had been submitted with the application for a Self-Certification
Permit authorized by the Engineer of Record and the Qualified Professional Registrant who self-certified the
changes.
Proposed changes to the approved plans must be submitted to the Engineer of Record and revised Self-Certified Plans
that meet the requirements set forth in item 1 above must be received before the work can be performed..
6. Furnish Final Report
The inspector shall provide a final report to the City Engineer prior to final approval of the work. The Final Report
shall include all daily inspection reports and all weekly reports, which shall include all test results, reports, and
certifications required by the Engineering Design Standards and Policies Manual and all other applicable local, state
and federal laws and regulations, including, but not limited to, those set forth in Engineering Inspection Items attached
hereto.
CONTRACTOR RESPONSIBILITIES
1. Notify the Inspector
The contractor is responsible for notifying the inspector or third-party agency that needs to conduct an inspection or
to perform any testing of any work that is to be completed regarding the need for such inspection or testing to ensure
the inspection and testing occurs. Adequate notice shall be provided so that the inspector or third-party agency is
available for all inspections and testing.
2. Provide Access to Approved Plans
The contractor is responsible for providing the inspector access to all Self-Certified Plans at the jobsite.
3. Retain Inspection Records
The contractor is responsible for retaining all inspection and testing records submitted by the inspector at the jobsite,
making such inspection and testing records available to Microsoft’s representative and to the Engineer of Record upon
request.

INSPECTION AND
TESTING AGREEMENT
ENGINEERING INSPECTION ITEMS ENGINEERING & DEVELOPMENT SERVICES
PERMIT #: ____________________________
For Office Use Only
Project Name: ___________________________________________ Project Address: _________________________________________
Inspectors are required to provide the City with copies of all required test results, reports, certifications and inspection notes to
demonstrate that the work permitted under a Self-Certification Engineering Permit is in conformity with the Self-Certified Plans
and all applicable provisions of the Engineering Design Standards and Policies Manual and other applicable codes and ordinances,
including but not limited to those items set forth below.
 SWPPP
 All Storm Water Pollution Protection Plans shall be complied with throughout the duration of the permitted work and
corrected if needed within 24 hours of an event.
 Following the completion of the work, the City shall be provided with a copy of the NOT (Notice of Termination)
issued by ADEQ.
 Grading Inspections, Reports, Certifications & Other Documents as Applicable

 Site grading – Engineer of Record or Registered Land Surveyor shall provide certification via letter that the site
has been graded to elevations within 0.3 feet of the self-certified grading plan elevations
 Pad elevation Engineer of Record or Registered Land Surveyor shall provide certification via letter that the pads
have been graded to be at or +0.1 foot above the pad elevations as shown on the self-certified grading plans
 Drainage control outfall elevations Engineer of Record or Registered Land Surveyor shall provide certification via
letter that the ultimate outfall elevation(s) for the site match the self-certified plans
 Material Field & Lab Testing Reports

 As required in the Engineering Design Standards and Policies Manual.
 Drywell Inspections, Reports, Certifications and other Documents as Applicable

 Percolation test
 Water/Fire Line Inspections, Reports, Certifications and other Documents as Applicable

 Maricopa County Environmental Services Division issued Approval of Construction (AOC) for Water construction
 Sewer Testing Inspections, Reports, Certifications and other Documents as Applicable

 Hydrovac certification to be provided immediately prior to tie-in to the City system to verify that it is clean and
free of debris
 Maricopa County Environmental Services Division issued Approval of Construction (AOC) for Sewer construction
Note: Before any sewer plug can be removed all required inspections and testing shall have been completed and the
inspector shall provide a letter on letterhead stating that the permitted work has been completed and all punch list
items have been corrected.
 Landscape

INSPECTION AND
TESTING AGREEMENT
ENGINEERING INSPECTION ITEMS ENGINEERING & DEVELOPMENT SERVICES
 Third Party Agency Approvals

 Final approvals of all work completed pursuant to a permit issued by a third-party agency that permitted any work
on the Property, such as Roosevelt Irrigation District, APS, Maricopa County Environmental Services District, and
WAPA (Western Area Power Administration).
 As-Builts
 An approved set of plans sealed by an Engineer and Self-Certified by a Qualified Professional Registrant shall be
submitted with the final report. As-Builts shall be formatted into a multipage PDF, 36"x24" at 600dpi minimum
and placed on a CD.
 Property Owner Acceptance Letter(s) authorizing the close out of the permitted work and the submission of the final
report shall be included in the final report.
 Certificate of Occupancy (C of O) Process

The City Engineering division will not sign off on the full (C of 0) Certificate of Occupancy until all required documentation,
including the documentation referred to above, needed to demonstrate that the work performed under any Self-
Certification Engineering Permit issued is in conformity with the Self-Certified Plans and all applicable provisions of the
City’s building codes, ordinances, and Engineering Design Standards and Policies and all other local, state and federal laws
and regulations.


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WHEN RECORDED, RETURN TO:

City of Goodyear, Arizona

B. WHEREAS, under the City of Goodyear’s normal processes, building permits

F. WHEREAS, Microsoft has an accelerated construction schedule for the

J. WHEREAS Microsoft is fully aware that work completed pursuant to a self-

K. WHEREAS, Microsoft is extremely sophisticated in terms of the construction of

M. WHEREAS, because the expedited development of the Property is in the best

O. WHEREAS, Microsoft and the City intend this document to be a Development

1. INCORPORATION OF RECITALS. The Parties hereby adopt and incorporate,

2. DEFINITIONS: Capitalized terms not defined in the foregoing Recitals are

2.6. “City” means the City of Goodyear, an Arizona municipal corporation.

2.7. “Development Application” means an application for the approval of any

2.10. “Improvements Development Agreement(s)” means the development

2.11. “Necessary Utility Infrastructure Improvements” means the On-Site and

2.12. “Off-Site” means outside the boundaries of the Property.

2.13. “On-Site” means within the boundaries of the Property.

2.14. “Parties” means Microsoft and City collectively.

2.15. “Party” means Microsoft or City individually.

2.16. “Premises Claims” means demands, claims, suits, awards, settlements,

2.19. “Qualified Professional Registrant” means either: (i) a Professional

2.20. “Self-Certification Building Permit(s)” means a permit required by any City

2.21. “Self-Certification – Building Process” means the process described in

2.22. Self-Certification – Civil Engineering Process” means the process described

2.23. “Self-Certification Engineering Permit” means a permit required by the

2.24. “Self-Certification Permit” means a Self-Certification Engineering Permit

2.25. “Self-Certified Plans” means the construction plans submitted with an

3. EFFECTIVE DATE. The execution of this Agreement by the Parties and

GENERAL DEVELOPMENT OBLIGATIONS

5. GENERAL OBLIGATIONS. The following general obligations apply to the

5.1. MICROSOFT’S OBLIGATION. Except as otherwise expressly provided

5.2. DEVELOPMENT REGULATIONS. Except as otherwise expressly

5.3. REQUIREMENTS NOT ADDRESSED. The Parties acknowledge and

5.4. FUTURE CONDITIONS AND APPROVALS. The Parties acknowledge

WATER AND WASTEWATER

6. WATER AND WASTEWATER INFRASTRUCTURE OBLIGATIONS.

7. AT-RISK CONSTRUCTION. Microsoft expressly acknowledges that the

7.1. RESPONSIBILITY FOR WATER AND WASTEWATER

7.2. MODIFICATIONS FOR AT-RISK CONSTRUCTION. Microsoft agrees

7.3. CERTIFICATES OF OCCUPANCY REQUIREMENTS. No certificates

7.4. WAIVER OF CLAIMS. Microsoft Corporation, a Washington Corporation

8. LIMITATIONS ON FUTURE CONSTRUCTION PERMITS. Except as

9. SELF-CERTIFICATION. City shall allow Microsoft to obtain necessary

10. SELF-CERTIFICATION -- BUILDING PROCESS. Microsoft agrees it will

10.1. APPLICATION REQUIREMENTS. An application for a Self-

10.1.1. An Owner Certification Statement in the form attached hereto as

SELF-CERTIFIED BY: ______________________________________ ____________

10.1.3. Professional of Record Statement(s) in the form attached hereto as

10.1.7. No fees shall be charged for the issuance of a Self-Certification

10.2. DEVELOPMENT IMPACT FEES. Microsoft shall remit all applicable

10.3. SELF-CERTIFICATION BUILDING PERMITS. The Building Official

10.4. COMPLIANCE WITH SELF-CERTIFIED PLANS. Microsoft agrees that

10.4.2. Field Changes. If there is a proposed field change, the City

10.5. BUILDING INSPECTIONS. Except as otherwise provided herein, the City

10.5.1. Special Inspections. Microsoft shall be responsible for providing all

11. SELF-CERTIFICATION – CIVIL ENGINEERING PROCESS. Microsoft

11.1. APPLICATION REQUIREMENTS. An application for a Self-

11.1.1. An Owner Certification Statement in the form attached hereto as

SELF-CERTIFIED BY: ______________________________________ ____________

11.2. PERMIT FEES. No permit fees shall be charged for Self-Certification

SELF-CERTIFIED BY: __________________________

SELF-CERTIFIED BY: __________________________

Signature: _______________________________________________ Date:

City: ___________________________________________ State: Zip:

Phone: _ Email: ________________

Professional of Record: _______ AZ License Number: _

Project Name: Project Address:

Signature: _______________________________ Date:

City: ___________________________State: Zip: _

Name: ______________ Company Name:

Address: ____________ City/State/Zip: _

Phone: ____________ AZ License #: _

Name: ______________ Company Name:

Address: ____________ City/State/Zip: _

Phone: ____________ AZ License #: _

Structural Peer Reviewer Signature: _______________________________________ Date: