Cannon Beach Hotel DA

{00602792.2} 
 
When recorded, return to: 
 
City of Mesa 
Attn: Real Estate Services 
20 East Main Street 
Mesa, Arizona 85201 
 
=============================================================== 
 
DEVELOPMENT AGREEMENT  
“CANNON BEACH HOTEL” 
 
=============================================================== 
 
CITY OF MESA, ARIZONA, 
an Arizona municipal corporation 
 
AND 
 
 CANNON BEACH HOTEL, LLC, 
a Utah limited liability company 
 
=============================================================== 
 
____________  ____, 2026 
 
===============================================================

{00602792.2} 
Page 1 of 30 
 
DEVELOPMENT AGREEMENT 
DA25-00006 
 
This Development Agreement (DA25-00006) is made as of the ____ day of _________, 
2026 (the “Effective Date”), by and between City of Mesa, Arizona, an Arizona municipal 
corporation (“City”), and Cannon Beach Hotel, LLC, a Utah limited liability company 
(“Developer”). 
 
RECITALS 
 
A. 
Developer owns that certain real property generally located southeast of the 
southeast corner of Power Road and Warner Road in Mesa, consisting of approximately 57,648 
square feet of land, the legal description of which is attached as Exhibit A (the “Property”). 
 
B. 
The Property is a part of the larger project known as “Cannon Beach,” which is a 
mixed-use development on approximately 37.14 acres at the southeast corner of South Power Road 
and East Warner Road consisting of retail, commercial, restaurant, and recreation and 
entertainment uses, including unique wellness and recreation facilities such as a white sand beach, 
surf pool, skate park, pickleball, and cliff jumping.  Cannon Beach is designed to increase the 
quality of life for residents of the City of Mesa and attract visitors from outside the City of Mesa 
by creating a unique and upscale destination with high-caliber eateries, shopping, and recreation.  
The portion of Cannon Beach on the Property will consist of an upscale hotel as classified by Smith 
Travel Research with a minimum of one hundred thirty (130) rooms and various amenities 
including a roof top deck and event space and ground level pool, hot tub, and lawn area (the 
“Hotel”), a bar and lounge connected to an outdoor terrace overlooking the surf pool (the 
“Lounge”), and an upscale or upscale casual, full-service restaurant consisting of a minimum of 
seven thousand (7,000) square feet of indoor and outdoor space (the “Restaurant”).  The Hotel, 
Lounge, and Restaurant are hereafter referred to as the “Project.” 
 
C. 
City reasonably believes development of the Project as described in this Agreement 
will serve an area need for destination accommodation, dining, and recreation, and will generate 
substantial transaction privilege tax and transient lodging tax revenues for City, that would not 
otherwise be generated without the Project. 
 
D. 
In order to ensure the Project is able to be constructed with the higher-caliber Hotel, 
Lounge, and Restaurant that will provide increased transaction privilege and transient lodging tax 
and serve a specific area need, Developer requested, and City is willing to provide, a tax incentive 
consisting of reimbursement for public infrastructure dedicated to and accepted and controlled by 
City.      
 
E. 
The City Council finds and determines that development of the Project will result 
in significant planning, economic, and other public benefits to City and its residents by, among 
other things: (i) providing for the construction of extensive public improvements and infrastructure 
in and around the Property; (ii) providing for the planned and orderly development of the Property 
consistent with and advancing the goals of City’s General Plan and the Zoning; (iii)  increasing 
tax revenues to City arising from or relating to the improvements to be constructed on the Property;

{00602792.2} 
Page 2 of 30 
 
(iv) creating a substantial number of new jobs and otherwise enhancing the economic welfare of 
the residents of City; (v) increasing the demand for City services during and after the development 
of the Project; (vi) advancing the redevelopment goals of the City; and (vii) enhancing quality of 
life for City’s residents by providing a local, high-quality and unique option for accommodation, 
dining, and recreation. 
 
F. 
Developer and City desire to enter into this Agreement related to the development 
of the Project to provide for certain tax reimbursement incentives.  This Agreement constitutes a 
“Development Agreement” within the meaning of A.R.S. § 9-500.05 and a “Retail Development 
Tax Incentive Agreement” within the meaning of A.R.S. § 9-500.11, that will be recorded against 
the interest of Developer in the Property.  The Agreement will be recorded in the Office of the 
Maricopa County Recorder to give notice to all persons of its existence and of the intent that the 
burdens and benefits contained herein be binding on and inure to the benefit of Developer and City 
and their respective successors in interest and assigns. 
 
G. 
Pursuant to A.R.S. § 9-500.11(D)(2), Developer represents that, in the absence of 
the tax reimbursement incentives offered to Developer under this Agreement, Developer would 
not locate the Project in Mesa, Arizona in the same time, place, or manner. 
 
H. 
As required by A.R.S. § 9-500.11(K), the City Council adopted a Notice of Intent 
to enter into this Agreement on August 17, 2026, a copy of which is on file with the City Clerk’s 
Office as Resolution No. 12564. 
 
I. 
As required by A.R.S. § 9-500.11(D) and A.R.S. § 9-500.11(E), the City Council 
on September 14, 2026, found, by a two-thirds vote, that: (i) the tax incentive contemplated by this 
Agreement is anticipated to raise more revenue than the amount of the incentive during the 
duration of this Agreement, which was verified by an independent third party not financed or 
selected by Developer; and (ii) in the absence of the tax incentive offered to Developer, neither the 
Project nor a similar development would locate in Mesa, Arizona in the same time, place, or 
manner as contemplated herein. 
 
AGREEMENTS 
 
1. 
Definitions; Index of Defined Terms.  In this Agreement, the below words and 
phrases are to be construed as defined in this section 1 unless a different meaning clearly appears 
from the context.  Words used in the present tense include the future tense, words in the plural 
number include the singular number, and words in the singular number include the plural number.  
The use of the term “including” is not a limitation, and refers to “including, but not limited to” and 
“including, by way of example and not limitation.”  Section references refer to sections in this 
Agreement, unless otherwise indicated.  For an index of all defined terms in this Agreement, 
including those set forth in this section 1, see the Index of Defined Terms following the signature 
pages. 
 
“Agreement” means this Development Agreement (DA25-00006), as amended and 
restated or supplemented in writing from time to time, and includes the recitals and attached 
exhibits that are incorporated by reference and form a part of this Agreement.

{00602792.2} 
Page 3 of 30 
 
 
“Applicable Laws” means, collectively, the federal, State, county, and local laws 
(statutory and common law), ordinances, rules, regulations, standards, permit requirements, and 
other requirements and official policies of City, as they may be amended or hereafter enacted from 
time to time, which apply to the development of the Property or Project including the City Code, 
the General Plan and Zoning, City Building Regulations (City Code, Title 4), City Land Division 
Regulations (City Code, Title 9, Chapter 6), and all related approvals or requirements by the City 
Council or City boards. 
 
“A.R.S.” means Arizona Revised Statutes, as may be amended or hereafter enacted from 
time to time. 
 
“Business Day” is Monday through Thursday excluding any legal holidays in which City’s 
offices are closed.   
 
“City Code” means the Code of the City of Mesa, Arizona, as may be amended or hereafter 
enacted from time to time. 
 
“City Council” means the City Council for the City of Mesa, Arizona. 
 
“General Plan” means City’s General Plan adopted by the City Council and approved by 
the voters, as may be amended from time to time.   
 
“Default” means one or more of the events described in sections 9.1 or 9.2; provided, 
however, that such events will not give rise to any remedy until effect has been given to all grace 
periods, cure periods, and periods of Enforced Delay provided for in this Agreement. 
 
“Party” means Developer and City, and their permitted successors and assigns, and 
“Parties” means Developer and City, and their permitted successors and assigns, collectively. 
 
“Public Improvements” means those public improvements described and depicted in 
Exhibit B that Developer constructs or causes to be constructed for the Project that are directly 
related to the construction, development, or operation of the Project in accordance with the 
requirements of this Agreement.  
 
“State” means the State of Arizona. 
 
“Tax Code” means City Code, Title 5, Chapter 10. 
 
“Zoning” means City’s zoning, land use, and land division ordinances, including City 
Code, Title 11, and City Code, Title 9, Chapter 6, as may be amended or hereafter enacted from 
time to time.  
 
2. 
Scope and Regulation of the Project.

{00602792.2} 
Page 4 of 30 
 
2.1 
Compliance with Applicable Laws.  Developer must design, develop, and 
construct the Project and Public Improvements in compliance with the terms of this Agreement 
and Applicable Laws.  All Applicable Laws in effect at the time of development of any portion of 
the Property, Project, or Public Improvements will apply to such development.  Developer must 
pay all applicable fees related to the design, development, and construction of the Project, 
including all applicable impact fees and capacity fees.  
 
2.2 
Compliance with City Approved Plans.  Developer must design, develop, 
and construct the Project and Public Improvements in accordance with the plans that are prepared 
and submitted by Developer to City for approval and that are then approved by City, including the 
approved site plan and design requirements for the Project and Cannon Beach, as may be amended 
from time to time (the “Approved Plans”).  The development and construction of the Project and 
Public Improvements are subject to City’s normal and customary planning, engineering, and 
building plan submittal, review, approval, and inspection processes and related fees.  City will use 
reasonable efforts to facilitate its regulatory processes, including use permits, design review, 
building permits, and inspection processes, within the time normally associated with City’s 
regulatory processes then in effect.   
 
2.3 
City Services.  City will make available City utility services to the Property 
through City’s regular systems in the manner provided to other similarly situated customers within 
City, without special rights or remedies.  The Project will use City natural gas, water, and 
wastewater utility services.  For the avoidance of doubt, any City service is subject to and 
conditioned on compliance with the City Code, City’s Terms and Conditions for the Sale of 
Utilities, all other Applicable Laws, and the timely payment of applicable rates, fees, and charges, 
all of the foregoing as are in effect or amended at any given time. 
 
3. 
Public Improvements.  Developer must plan, design, construct, and dedicate to 
City, subject to the terms and conditions of this Agreement, the Public Improvements described 
and depicted in Exhibit B.  Any improvements identified in Exhibit B that are constructed by City, 
improvement districts, community facilities districts, utility companies, neighboring property 
owners, or agencies or divisions of the State or Maricopa County, will not be a part of the Public 
Improvements in this Agreement and will not be eligible for reimbursement; as of the Effective 
Date, no such third party or City have committed to constructing the Public Improvements and 
Developer has the duty to construct the Public Improvements.  City and Developer may modify 
the Public Improvements in Exhibit B eligible for reimbursement by mutual written consent, each 
at its own sole and absolute discretion, and subject to Applicable Laws.   
 
3.1 
Planning, Design, Bidding, Construction, and Dedication.  In order for 
Developer to qualify for the Construction Tax Rebate and Sales Tax Rebate as a reimbursement 
for eligible costs of the Public Improvements (see section 5), in addition to any other requirements 
herein, the Public Improvements must be: 
 
a. 
planned, designed, bid, constructed, and dedicated in compliance 
with Applicable Laws, including A.R.S. Title 34 and City’s procurement and public bidding 
procedures; and

{00602792.2} 
Page 5 of 30 
 
b. 
directly related to the construction, development, or operation of the 
Project (i.e., the retail development activity) on the Property in order to meet the requirements of 
A.R.S. § 9-500.11.  Any improvements that are not directly related to the construction, 
development, or operation of the Project are ineligible for reimbursement.  
 
3.2 
Public Improvement Costs.  “Public Improvement Costs” means all 
reasonable costs, expenses, fees, and charges actually incurred by Developer and paid to third-
party contractors, construction managers, architects, engineers, surveyors, consultants, and other 
third parties for studies, reports, tests, inspections, reviews, materials, labor, design, engineering, 
surveying, site excavation, and preparation, grading, drainage, removal, relocation, and 
replacement of utility facilities and improvements, governmental permits and fees (excluding 
impact fees and capacity fees), payment, performance and other bonds, and other similar costs and 
expenses reasonably necessary for the design, permitting, construction, installation, or provision 
of the Public Improvements.  Developer must pay all Public Improvement Costs as the same 
become due.  Public Improvement Costs will not include: (a) recording costs; (b) environmental 
remediation costs; (c) archeological studies; or (d) legal fees related to planning, permitting, 
easements, right-of-way dedications, or any other legal fees.  In order for any Public Improvement 
Costs to be eligible for reimbursement through the Construction Tax Rebate and Sales Tax Rebate 
set forth in section 5, all the Public Improvement Costs must be in compliance with the 
requirements of this Agreement, including section 3.1 (“Reimbursable Public Improvement 
Costs”). 
 
3.3 
Public Improvements: Dedication, Acceptance, and Maintenance; Risk of 
Loss. 
 
3.3.1 Dedication, Acceptance, and Maintenance.  When the Public 
Improvements are Completed in accordance with the requirements of this Agreement and 
Applicable Laws, Developer must dedicate to City, and City will accept and control, the Public 
Improvements; however, City’s acceptance of the Public Improvements will be conditioned upon 
such reasonable and customary conditions as City may impose, including a two (2) year (from the 
date the Public Improvement, any component thereof, or the work of any specific trade or 
contractor regarding the Public Improvement, as applicable, is Completed) warranty of 
workmanship, materials, and equipment (see section 3.3.2 for more information).  Upon 
acceptance of the Public Improvements by City: (a) the Public Improvements will become public 
facilities and property of City; and (b) all subsequent maintenance, replacement, or repairs of the 
Public Improvements will be the responsibility of City to complete except for landscaping, which 
will remain the responsibility of Developer to maintain, replace, and repair in accordance with the 
City Code, but City does not waive any rights at law or in equity it may have related to 
maintenance, replacement, or repair. 
 
3.3.2 Risk of Loss.  Developer assumes the risk of any and all loss, 
damage, or claim to any portion of the Public Improvements unless and until title to the Public 
Improvements is accepted by and transferred to City.  At the time title to the Public Improvements 
is accepted by and transferred to City by dedication deed, plat recordation, or otherwise, Developer 
will, to the extent allowed by law, assign to City any unexpired warranties relating to the design, 
construction, or composition of such Public Improvements.  Acceptance of any Public

{00602792.2} 
Page 6 of 30 
 
Improvements by City will be conditioned on City’s receipt of a two (2) year warranty of 
workmanship, materials, and equipment; provided, however, any such warranty may be provided 
by Developer’s contractors or subcontractors directly to City and are not required from Developer, 
and will extend from the date any Public Improvement, any component thereof, or the work of any 
specific trade or contractor regarding the Public Improvement, as applicable, is Completed. 
 
3.4 
Required Dedications.  As an element of the Conditions Precedent (as 
defined in section 5.1.1) to any obligation of City to make any tax reimbursement payment to 
Developer, Developer will dedicate and construct in accordance with City requirements (see City 
of Mesa Standard Detail M-19.01), and City will accept the dedication, of the rights-of-way as 
further described in Exhibit C to this Agreement (“Required Dedications”).  The Parties 
acknowledge and agree that, prior to the Effective Date, Developer dedicated portions of the 
Required Dedications as shown in that certain Re-Plat of Cannon Beach (Maricopa County 
Recorder’s No. 20230011224); Developer will make the remaining portions of the Required 
Dedications via future plat or other instrument agreed to by City.    
 
3.5 
Public Improvement Costs Compliance.  Within ninety (90) days of the 
acceptance of the Public Improvements by City, Developer must submit to City documentation 
showing the Public Improvement Costs Developer believes in good faith are Reimbursable Public 
Improvement Costs that meet the requirements of this Agreement.  Documentation to support the 
Public Improvement Costs include evidence of paid itemized receipts or invoices, lien releases, 
proof of payment, and contracts with contractors and subcontractors.  City staff will review the 
submitted Public Improvement Costs for compliance with this Agreement, including compliance 
with A.R.S. Title 34.  Developer agrees that it will work with City staff in the provision of 
information and documentation necessary for the determination of the Reimbursable Public 
Improvement Costs.  Any Public Improvement Costs claimed by Developer that are deemed by 
City to not be Reimbursable Public Improvement Costs will be deemed disallowed and ineligible 
for reimbursement from the Construction Tax Rebate and Sales Tax Rebate set forth in section 5 
or from any tax or other financial incentive that may be provided under this Agreement.  Any 
decision related to the disallowance of Public Improvement Costs as Reimbursable Public 
Improvement Costs may be appealed by Developer as set forth in section 10.2 if there is an impasse 
as to the allowability of costs. 
 
4. 
Completion of Construction.  “Completion of Construction” or “Completed” 
means the date on which both of the following have occurred: (a) the temporary or, if a temporary 
is not issued, final certificate of occupancy for the applicable location and portion of the Project is 
issued by City; and (b) with regard to the Public Improvements, prior to the issuance of a certificate 
of occupancy, work in the rights-of-way is completed, and acceptance and approval is obtained for 
warranty and maintenance requirements, in accordance with the policies, standards, and 
specifications contained in Applicable Laws.  A temporary certificate of occupancy may be issued 
by City in accordance with City Code, Title 4, Chapter 1, Section 4-1-6.  
 
5. 
Economic Incentives.  Based on the findings of the City Council set forth in 
Recitals E and I, in consideration of Developer’s constructing or causing to be constructed the 
Public Improvements and otherwise satisfying the conditions of this Agreement, City will rebate 
and pay to Developer certain portions of the Eligible Construction Tax and Eligible Sales Tax

{00602792.2} 
Page 7 of 30 
 
collected by City related to the Project.  The rebate will be a reimbursement for the Reimbursable 
Public Improvement Costs up to a set dollar maximum (the Maximum Reimbursement Cap defined 
in section 5.2.1 below).  Eligibility to receive any portion of the tax rebate is contingent upon 
Developer meeting the Conditions Precedent in section 5.1.1 and Developer not having an uncured 
event of Default (see section 9).  The exact portions of the Eligible Construction Tax and Eligible 
Sales Tax that are reimbursable to Developer are set forth in this section 5.  Payment of the rebate 
is subject to the limitations on payment and eligibility to receive payment set forth herein. 
 
5.1 
Completion of Conditions Precedent for Receipt of Tax Rebates. 
 
5.1.1 Tax Rebates; Conditions Precedent.  The Construction Tax Rebate 
and Sales Tax Rebate (both defined below) are a refund to Developer for the Reimbursable Public 
Improvement Costs as permitted under Applicable Laws, including A.R.S. § 9-500.11 and A.R.S. 
§ 42-6010, for the Public Improvements that are constructed by Developer in accordance with the 
requirements of this Agreement, including A.R.S. Title 34.  As a condition to any right of 
Developer to receive any portion of the Construction Tax Rebate or Sales Tax Rebate, all of the 
following must take place on or before the dates listed subject to Enforced Delay (collectively, the 
“Conditions Precedent”): (a) obtain all the necessary permits to begin construction of the Public 
Improvements by the day that is the eighteen (18) month anniversary of the Effective Date 
(“Permit Deadline”); (b) Completion of Construction and acceptance by City of all the Public 
Improvements within eighteen (18) months of the Permit Deadline (subject to Enforced Delay); 
(c) the Required Dedications must be made to City prior to the acceptance of the Public 
Improvements by City; and (d) Completion of Construction of the Project in compliance with 
Applicable Laws and the Approved Plans and the Hotel, Lounge, and Restaurant being in operation 
open to the public, all within thirty-six (36) months of the Effective Date of this Agreement.  
Provided, however, if City unreasonably withholds or delays a requested review or approval 
related to the Conditions Precedent, the deadlines in this section will be tolled during the time of 
the unreasonable withholding or delay.       
 
5.1.2 Failure to Meet Conditions Precedent.  Failure of Developer to meet 
any of the Conditions Precedent, including to design, develop, and construct the Project in 
compliance with Applicable Laws and the Approved Plans, by the required date(s) will result in: 
(a) Developer not receiving any portion of the Construction Tax Rebate or Sales Tax Rebate, or 
any other financial or tax related incentives that may be granted under this Agreement related to 
the development of the Property; and (b) this Agreement automatically terminating without further 
act or notice required except for any obligations of Indemnity and any other obligations that 
expressly survive the termination of this Agreement. 
 
5.1.3 Confirmation of Completion of Conditions Precedent.  Developer 
will send Notice to City of the completion of each of the Conditions Precedent, and City will 
provide Developer return Notice confirming completion or, if City does not agree that the 
Condition(s) Precedent are complete, information regarding any remaining issues with the 
Condition(s) Precedent that Developer must resolve in order for City to issue confirmation of 
completion.  Completion of each Condition Precedent will be dated as of the date City provides 
confirmation to Developer of the completion of the applicable Condition Precedent.

{00602792.2} 
Page 8 of 30 
 
5.2 
Tax Rebates.  Following completion of all the Conditions Precedent, 
Developer will be eligible to receive the Construction Tax Rebate and Sales Tax Rebate as 
provided in this section 5.2.  The Construction Tax rebate and Sales Tax Rebate will be provided 
to Developer up to the collective Maximum Reimbursement Cap subject to the requirements in 
this Agreement. 
 
5.2.1 Maximum Reimbursement Cap.  City will pay to Developer the 
Construction Tax Rebate and Sales Tax Rebate in an amount not to collectively exceed the lesser 
of the following (the “Maximum Reimbursement Cap”): (a) the Reimbursable Public 
Improvement Costs that meet the requirements of this Agreement; or (b) nine hundred fifty 
thousand dollars ($950,000.00).  For the avoidance of doubt, the total amount of any obligation 
City has in this Agreement to pay the Construction Tax Rebate and/or Sales Tax Rebate (outlined 
below) is limited to the Maximum Reimbursement Cap. 
 
5.2.2 Construction Tax Rebate.  The “Construction Tax Rebate” 
consists of one hundred percent (100%) of the Eligible Construction Tax for the Project collected 
and actually received by City as limited by this section 5.2.2.  “Eligible Construction Tax” means 
the portion of City’s transaction privilege taxes received by City from taxable activities for the 
development of the Project during the period of time beginning on the Effective Date and ending 
sixty (60) days after Completion of Construction of the Project, pursuant to the Tax Code, Article 
IV, Section 5-10-415 (Construction Contracting; Construction Contractors), as the same may be 
amended from time to time, that is made part of City’s general fund, and that has not otherwise 
been dedicated or assigned to specific purposes (i.e., non-dedicated).  As of the Effective Date, of 
City’s total two percent (2.00%) transaction privilege tax rate for taxable activities, one point two 
percent (1.20%) of the tax rate is considered non-dedicated and would qualify for Eligible 
Construction Tax; the remaining zero point eight percent (0.80%) is dedicated or assigned to a 
specific purpose (zero point three percent (0.30%) for the street maintenance fund, zero point two 
five percent (0.25%) for the quality-of-life fund, and zero point two five percent (0.25%) for public 
safety) and is therefore not Eligible Construction Tax for the purposes of this Agreement.  For the 
avoidance of doubt, the Eligible Construction Tax represents a one point two percent (1.20%) tax 
rate on taxable activities of which one hundred percent (100%) may be used for the Construction 
Tax Rebate. 
 
5.2.3 Project Sales Tax Rebate; Economic Incentive Period.  The “Sales 
Tax Rebate” consists of fifty percent (50%) of the Eligible Sales Tax collected by City for taxable 
activities for the Project (i.e., the Hotel, Lounge, and Restaurant) during the Economic Incentive 
Period.   
 
a. 
Sales Tax.  “Eligible Sales Tax” means that portion of 
City’s transaction privilege taxes collected and actually received by City pursuant to the Tax Code, 
as the same may be amended from time to time, that is made part of City’s general fund, that has 
not otherwise been dedicated or assigned to specific purposes, and specifically does not include 
Construction Tax, and that is collected from taxable activities for the Project during the Economic 
Incentive Period (defined below).  As of the Effective Date, of City’s total two percent (2.00%) 
transaction privilege tax rate for taxable activities, one point two percent (1.20%) of the tax rate is 
considered non-dedicated and would qualify for Eligible Sales Tax; the remaining zero point eight

{00602792.2} 
Page 9 of 30 
 
percent (0.80%) is dedicated or assigned to a specific purpose (zero point three percent (0.30%) 
for the street maintenance fund, zero point two five percent (0.25%) for the quality-of-life fund, 
and zero point two five percent (0.25%) for public safety) and is therefore not Eligible Sales Tax 
for the purposes of this Agreement.  For the avoidance of doubt, the Eligible Sales Tax for the 
Sales Tax Rebate (i) is fifty percent (50%) of the one point two percent (1.20%) tax rate on the 
taxable activities; and (ii) does not include transient lodging tax set forth in the Tax Code, Article 
IV, Section 5-10-447. 
 
b. 
Economic Incentive Period.  The “Economic Incentive 
Period” begins on the date of Completion of Construction of the Project (i.e., the Hotel, Lounge, 
and Restaurant) and ends ten (10) years later. 
 
5.3 
Modifications to Tax Code or Applicable Laws.  This Agreement in no way 
binds the City Council or any taxing authority to prevent future modifications to Applicable Laws 
related to taxation, including the Tax Code.  Changes in the Tax Code (including changes to the 
Eligible Construction Tax or Eligible Sales Tax structure, the dedication or assignment of any 
portion of tax to a specific purpose, the tax rate, or taxable activities) may result in changes to the 
amount of the Construction Tax Rebate and/or Sales Tax Rebate received by Developer.  If prior 
to or during the Economic Incentive Period the Arizona Legislature eliminates or reduces City’s 
ability to collect the Eligible Construction Tax or Eligible Sales Tax, then City will pay the 
Construction Tax Rebate and Sales Tax Rebate from the collected Eligible Construction Tax or 
Eligible Sales Tax (as applicable) that City receives prior to the elimination of the tax or, in the 
case of a reduction, the collected reduced amount.  If the Eligible Construction Tax or Eligible 
Sales Tax is reduced or eliminated, City’s obligation to pay the Construction Tax Rebate and Sales 
Tax Rebate will remain limited to the collected amounts of Eligible Construction Tax or Eligible 
Sales Tax, and City will not be obligated to pay the Construction Tax Rebate or Sales Tax Rebate 
from any other sources of City revenue. 
 
5.4 
Accounting. 
 
5.4.1 Bookkeeping.  The portions of the Eligible Construction Tax and 
Eligible Sales Tax that will be used for payment of the Construction Tax Rebate and Sales Tax 
Rebate will be accounted for by City separately from the tax revenues credited to City’s general 
fund in a special bookkeeping record of City; City is not required to deposit the funds in a separate 
account at a bank or other financial institution.  Although City has no obligation to deposit Eligible 
Construction Tax or Eligible Sales Tax in an interest-bearing account, any interest that may accrue 
on the account in which the Eligible Construction Tax or Eligible Sales Tax are held will be the 
property of City and will not increase the Maximum Reimbursement Cap or accrue for the benefit 
of Developer. 
 
5.4.2 Conditions Precedent.  Notwithstanding the accumulation of or 
credit of funds for the Construction Tax Rebate or Sales Tax Rebate, Developer will have no rights 
in the Construction Tax Rebate or Sales Tax Rebate, and no payment of any portion of the tax 
rebates will be made to Developer, unless and until Developer meets all the Conditions Precedent 
and, thereafter, Developer’s rights to payments of the Construction Tax Rebate and Sales Tax 
Rebate are subject to the conditions set forth in this Agreement.  If the Conditions Precedent are

{00602792.2} 
Page 10 of 30 
 
not met in accordance with the requirements of this Agreement, all funds and interest accrued 
thereon (if any) for Eligible Construction Tax or Eligible Sales Tax activities will be retained by 
City free and clear of any claims by Developer. 
 
5.5 
Rebate Payments.  Developer’s eligible payments of the Construction Tax 
Rebate and Sales Tax Rebate will be made by City to Developer as provided below. 
 
5.5.1 Construction Tax Rebate Payment.  Within sixty (60) days of 
Developer receiving confirmation that all the requirements of the Conditions Precedent are met 
(see section 5.1.3) and so long as Developer does not have an uncured event of Default (see section 
9), Developer will submit a request for the Construction Tax Rebate to City’s Tax Audit & 
Collections Administrator or their designee (“Request for Reimbursement”).  The Request for 
Reimbursement will cover the period of time beginning on the Effective Date and ending sixty 
(60) days after Completion of Construction of the Project.  To determine the Eligible Construction 
Tax received by City from taxable activities, and to calculate the reimbursement payment for the 
Construction Tax Rebate, Developer will provide to City’s Tax Audit & Collections Administrator 
or their designee the necessary authorizations, summaries, and any other documentation 
reasonably requested by City to track the Eligible Construction Tax generated from and received 
by City for taxable activities (the “Tax Calculation Documents”).  City will review the Request 
for Reimbursement and accompanying Tax Calculation Documents, then City will generate a 
Reimbursement Report (see section 5.7) and make a reimbursement payment to Developer within 
thirty (30) days of City’s confirmation of the amount owed to Developer.  The Construction Tax 
Rebate payment will cover the period of time beginning on the Effective Date and ending sixty 
(60) days after Completion of Construction of the Project.  City’s obligation to make the 
Construction Tax Rebate payment will terminate upon the earlier of: (a) City paying the Maximum 
Reimbursement Cap to Developer; (b) the expiration of the Economic Incentive Period; or (c) the 
termination of this Agreement.   
 
5.5.2 Sales Tax Rebate Payments.  After completion of the Conditions 
Precedent, the first bookkeeping credit for Eligible Sales Tax will be made within thirty (30) days 
following City’s receipt of a monthly transaction privilege tax report from the Arizona Department 
of Revenue (“Monthly Tax Report”) that includes Eligible Sales Tax; thereafter, subsequent 
bookkeeping credits will be made within thirty (30) days following City’s receipt of a Monthly 
Tax Report that includes Eligible Sales Tax until the earlier of: (a) City paying the Maximum 
Reimbursement Cap to Developer; (b) the expiration of the Economic Incentive Period; or (c) the 
termination of this Agreement.  The Sales Tax Rebate will be paid four (4) times per year by City 
to Developer by January 31, April 30, July 31, and October 31 of each year for the preceding three 
(3) month period until the earlier of: (a) City paying the Maximum Reimbursement Cap to 
Developer; (b) the expiration of the Economic Incentive Period; or (c) the termination of this 
Agreement.  The first Sales Tax Rebate payment will cover the period of time from the first 
bookkeeping credit for the Economic Incentive Period through the month preceding the issuance 
of the payment.  For example, if the first payment is issued January 31, 2030, the first payment 
will be for fifty percent (50%) of the Eligible Sales Tax received from the beginning of the 
Economic Incentive Period through December 31, 2029.  Developer acknowledges that A.R.S. 
Title 42, Chapter 2 prohibits the disclosure of confidential information of a taxpayer (as those 
terms are defined in A.R.S. § 42-2001).  Notwithstanding anything to the contrary in this section

{00602792.2} 
Page 11 of 30 
 
5.5.2, Developer agrees that, in order to maintain confidentiality of taxpayer information, every 
taxpayer for the Project or portion of the Project must sign a confidentiality waiver in a form 
provided and allowed by City; and if every taxpayer for the Project or portion of the Project does 
not sign such a confidentiality waiver, Developer will receive a one-time, lump sum payment of 
the Sales Tax Rebate (as allowed herein) within sixty (60) days following the completion of the 
Economic Incentive Period.   
 
5.5.3 Bank Account Information.  Prior to the issuance of any 
Construction Tax Rebate or Sales Tax Rebate payment, Developer will provide City’s Tax Audit 
& Collections Administrator or their designee with bank account information for the issuance of 
payments.  It is the responsibility of Developer to ensure that the bank account information 
provided, including any routing or electronic fund transfer information, is up to date and correct 
throughout the term of this Agreement. 
 
5.6 
Determination of Amount of Tax Revenues Received by City.  City, in its 
sole and absolute discretion and in accordance with its normal processes and procedures related to 
tax calculations, will determine the amount of the Eligible Construction Tax and Eligible Sales 
Tax for each month (or partial month if applicable) in which Developer is eligible for the 
Construction Tax Rebate and Sales Tax Rebate. 
 
5.7 
Computation and Report of Sales Tax Revenues; Confidentiality.  In 
conjunction with the payment of any portion of the Construction Tax Rebate or Sales Tax Rebate, 
City will deliver to Developer a report of the related Eligible Construction Tax and Eligible Sales 
Tax revenues, as applicable, collected by City (“Reimbursement Report”).  Any Reimbursement 
Report will be subject to Applicable Laws that may prohibit or limit the dissemination or use of 
tax information, including confidentiality requirements of the Arizona Department of Revenue.  If 
necessary to meet confidentiality requirements, City’s obligation to issue confidential information 
in a Reimbursement Report is conditioned upon the completion of a consent to release tax 
information by the applicable taxpayer, including the Hotel, Lounge, and Restaurant. 
 
5.8 
Tax Licensing; Multiple Business Locations.  The Arizona Department of 
Revenue requires each business with multiple locations in the State to have a separate location 
code in order to separately report the transaction privilege tax for each location.  Developer will 
ensure that Developer’s contractors and subcontractors for construction of the Project, as well as 
the Hotel, Lounge, and Restaurant are properly licensed with the Arizona Department of Revenue, 
and that the Hotel, Lounge, and Restaurant have a unique location code used for the purposes of 
reporting tax.  Except as may be required by any Applicable Laws and in accordance with City’s 
normal processes and procedures, City is not responsible for ensuring that any tax licenses related 
to the Project are filed or the tax reported in a manner that ensures payment of the Construction 
Tax Rebate or Sales Tax Rebate to Developer. 
 
5.9 
Requests for Refund or Amended Return.  Should Developer, contractors, 
subcontractors, the Hotel, Lounge, Restaurant, or any other Project-related taxpayer amend its tax 
returns or request a refund for taxes paid that impacts the Construction Tax Rebate or Sales Tax 
Rebate to where such taxpayer is entitled to a refund,  City may deduct from a future payment of 
the Construction Tax Rebate and/or Sales Tax Rebate, or Developer must return to City within

{00602792.2} 
Page 12 of 30 
 
thirty (30) days of demand, the portion of the Construction Tax Rebate and/or Sales Tax Rebate 
that was paid in error (i.e., refunded) as a result of the incorrect tax return filings. 
 
6. 
Indemnity; Insurance. 
 
6.1 
Indemnity.  Developer will pay, defend, indemnify, and hold harmless 
(collectively, “Indemnify”) City and its City Council members, officers, officials, agents, 
volunteers, and employees (collectively, including City, the “City Indemnified Parties”) for, 
from, and against any and all claims, demands, fines, penalties, costs, expenses, damages, losses, 
obligations, judgments, liabilities, and suits (including attorneys’ fees, experts’ fees, and court 
costs associated) which may be imposed upon, incurred by, or asserted against City Indemnified 
Parties by third parties (“Claims”) that arise from or relate in any way, whether in whole or in part, 
to: (a) any act or omission by Developer, or its employees, contractors, subcontractors, agents, or 
representatives, undertaken in fulfillment of Developer’s obligations under this Agreement, 
including the development and construction of the Project and Public Improvements; or (b) any 
loss of or reduction in State shared monies arising in connection with a claim brought or maintained 
under A.R.S. § 41-194.01 or A.R.S. § 42-6010  as a result of this Agreement.  The obligation of 
Developer to Indemnify will extend to and encompass all costs incurred by City Indemnified 
Parties in defending against the Claims, including attorney, witness, and expert fees, and any other 
litigation-related expenses.  The provisions of this section 6.1, however, will not apply to Claims 
to the extent such Claims are solely and directly caused by the acts or omissions of City 
Indemnified Parties.  The obligations of Developer under this section 6.1 will survive the 
expiration or termination of this Agreement. 
 
6.2 
Indemnity: Devaluation Claims.  The duty of Developer to Indemnify City 
Indemnified Parties includes any Claims by adjacent landowners to the Property that their parcels 
were devalued as a result of City’s agreements, acts, and undertakings set forth in this Agreement 
or the development of the Project. 
 
6.3 
Insurance.  During the applicable period of time set forth in Exhibit D, 
Developer will obtain and provide City with proof of payment of premiums and certificates of 
insurance showing that Developer is carrying, or causing its contractor(s) to carry, policies of 
insurance in amounts and coverages set forth on Exhibit D.  Such policies of insurance will be 
placed with financially sound and reputable insurers, require the insurer to give at least thirty (30) 
days advance written Notice of cancellation to City, and will name City as an additional insured 
on such policies. 
 
7. 
City Representations.  City represents and warrants to Developer that as of the 
Effective Date: 
 
7.1 
All consents and approvals necessary to the execution, delivery, and 
performance of this Agreement were obtained, and no further action needs to be taken in 
connection with such execution, delivery, and performance. 
 
7.2 
City will execute and acknowledge when appropriate all documents and 
instruments and take all actions necessary to implement, evidence, and enforce this Agreement.

{00602792.2} 
Page 13 of 30 
 
 
7.3 
City knows of no litigation, proceeding, initiative, referendum, 
investigation, or threat of any of the same contesting the powers of City or its officials with respect 
to this Agreement that has not been disclosed in writing to Developer. 
 
7.4 
This Agreement (and each undertaking of City contained herein), 
constitutes a valid, binding, and enforceable obligation of City, enforceable according to its terms, 
except to the extent limited by bankruptcy, insolvency, or other Applicable Laws of general 
application affecting creditors’ rights and by equitable principles, whether considered at law or in 
equity. 
 
7.5 
The execution, delivery, and performance of this Agreement by City is not 
prohibited by, and does not conflict with, any other agreements, instruments, or judgments or 
decrees to which City is a party or is otherwise subject. 
 
7.6 
City was assisted by counsel of its own choosing in connection with the 
preparation and execution of this Agreement. 
 
8. 
Developer Representations.  Developer represents and warrants to City that as of 
the Effective Date: 
 
8.1 
It is a duly formed and legally valid entity existing under the laws of the 
State of Utah. 
 
8.2 
All consents and approvals necessary to the execution, delivery, and 
performance of this Agreement were obtained, and no further action needs to be taken in 
connection with such execution, delivery, and performance. 
 
8.3 
Developer knows of no litigation, proceeding, or investigation pending or 
threatened against or affecting Developer contesting the validity or enforceability of this 
Agreement or Developer’s performance under this Agreement.  
 
8.4 
Developer will execute and acknowledge when appropriate all documents 
and instruments and take all actions necessary to implement, evidence, and enforce this 
Agreement. 
 
8.5 
This Agreement (and each undertaking of Developer contained herein) 
constitutes a valid, binding, and enforceable agreement of Developer, enforceable according to its 
terms, except to the extent limited by bankruptcy, insolvency, or other Applicable Laws of general 
application affecting creditors’ rights and by equitable principles, whether considered at law or in 
equity. 
 
8.6 
The execution, delivery, and performance of this Agreement by Developer 
is not prohibited by, and does not conflict with, any other agreements, instruments, judgments, or 
decrees to which Developer is a party or to which Developer is otherwise subject.

{00602792.2} 
Page 14 of 30 
 
8.7 
Developer has not paid or given, and will not pay or give, any third party 
any money or other consideration for obtaining this Agreement other than normal costs of 
conducting business and costs of professional services such as the services of architects, engineers 
and attorneys. 
 
8.8 
Developer was assisted by counsel of its own choosing in connection with 
the preparation and execution of this Agreement. 
 
9. 
Default; Remedies.   
 
9.1 
Events of Default by Developer.  Default by Developer under this 
Agreement means one (1) or more of the following: 
 
a. 
Any representation or warranty made in this Agreement by 
Developer was materially inaccurate when made. 
 
b. 
Developer fails to comply with the dates established in this 
Agreement for the Completion of Construction of the Public Improvements or the Project, for any 
reason other than an Enforced Delay, or fails to timely make the Required Dedications. 
 
c. 
Developer transfers or attempts to transfer or assign this Agreement 
in violation of the terms herein, including section 13.3. 
 
d. 
Developer fails to observe or perform any other covenant, 
obligation, or agreement required of it under this Agreement. 
 
Notwithstanding the foregoing in this section 9.1 and for the avoidance of doubt, 
Developer’s failure to meet any of the Conditions Precedent (see section 5.1) is not a Default by 
Developer subject to the provisions of section 9, and is subject to and controlled by section 5.1.2.     
 
9.2 
Events of Default by City.  Default by City under this Agreement means 
one (1) or more of the following: 
 
a. 
Any representation or warranty made in this Agreement by City was 
materially inaccurate when made or proves to be materially inaccurate during the term of the 
Agreement. 
 
b. 
Subject to the provisions herein, including completion of the 
Conditions Precedent by Developer, City fails to make Construction Tax Rebate and Sales Tax 
Rebate payments to Developer as provided in this Agreement. 
 
c. 
City fails to observe or perform any other covenant, obligation or 
agreement required of it under this Agreement. 
 
9.3 
Grace Periods; Notice and Cure.  Upon the occurrence of an event of 
Default by either Party, such Party will, upon written Notice from the other, performing Party,

{00602792.2} 
Page 15 of 30 
 
proceed immediately to cure or remedy such Default within thirty (30) days (or twenty (20) days 
in the event of a monetary Default or ninety (90) days if the Default relates to the date for 
Completion of Construction of the Public Improvements) after the effective date of such Notice. 
 
9.4 
Remedies on Default.  Whenever an event of Default by a Party occurs and 
is not cured (or cure undertaken), the other, performing Party may take any or one (1) or more of 
the following actions allowed for the Party: 
 
9.4.1 Remedies of City.  City’s exclusive remedies for an event of Default 
by Developer consist of, and are limited to, the following: 
 
a. 
City may suspend any of its obligations under this 
Agreement, other than maintaining the bookkeeping records of the Eligible Construction Tax and 
Eligible Sales Tax during the period of time beginning with the Notice of Default and ending with 
termination of this Agreement.  If the Default is not cured within the grace period provided in 
section 9.3, City may terminate this Agreement by written Notice to Developer, in which event 
Developer will have no further rights to the Construction Tax Rebate or Sales Tax Rebate.  City 
will issue final payment of the Construction Tax Rebate and Sales Tax Rebate owed to Developer 
within sixty (60) days of termination of this Agreement.   
 
b. 
If an event of Default by Developer occurs at any time 
relating to public health or safety or to unlawful construction or other activity that is not in 
accordance with the terms of this Agreement, City may seek special action or other similar relief 
(whether characterized as mandamus, injunction or otherwise), requiring Developer to address the 
public health or safety concern or to enjoin the unlawful construction or other activity undertaken 
by Developer that is not in accordance with the terms of this Agreement. 
 
c. 
The remedies provided in this section 9.4.1 do not limit 
City’s right to seek damages related to Developer’s duty to Indemnify under the provisions of this 
Agreement, or under any right City has as the municipal government unit in which the Property is 
located. 
 
9.4.2 Remedies of Developer.  Developer’s exclusive remedy for an event 
of Default by City will consist of and be limited to seeking specific performance by City of its 
obligations under this Agreement.  Developer waives any right to seek consequential, punitive, 
multiple, exemplary, or any other damages from City for an event of Default. 
 
10. 
Cooperation and Alternative Dispute Resolution. 
 
10.1 
Representatives.  To further the cooperation of the Parties in implementing 
this Agreement, City and Developer each will designate and appoint a representative to act as a 
liaison between City and its various departments and Developer who may be changed from time-
to-time (each a “Representative”).  City Representative and Developer Representative will be 
reasonably available to discuss and review the performance of the Parties to this Agreement and 
the development of the Project and Property.

{00602792.2} 
Page 16 of 30 
 
10.2 
Impasse.  It is the intent of the Parties for Developer to proceed rapidly with 
the implementation of this Agreement and the development of the Project.  Accordingly, the 
Parties agree that if at any time Developer believes an impasse has been reached with City staff on 
any issue affecting the Property that is not an event of Default, Developer will have the right to 
immediately appeal to City Representative for an expedited decision.  If Developer and City 
Representative cannot resolve the impasse within twenty-one (21) days, Developer has the right 
to meet with the City Manager or his designee.  The deadlines in section 5.1.1 will be tolled during 
the period of time in which Developer and City Representative or City Manager cannot resolve 
the impasse, up to a maximum of twenty-eight (28) days.    
 
10.3 
Mediation.  If there is a dispute hereunder that is not an event of Default by 
a Party and that the Parties cannot reasonably resolve between themselves, the Parties agree that 
there will be a ninety (90) day moratorium on litigation during which time the Parties agree to 
attempt to settle the dispute by non-binding mediation before commencement of litigation.  The 
mediator will be agreed upon by the Parties and all administrative fees will be divided evenly 
between City and Developer.  The deadlines in section 5.1.1 will be tolled during the ninety (90) 
day moratorium on litigation.   
 
11. 
Defense of Agreement. 
 
11.1 
Indemnity.  Developer will Indemnify City and defend the validity and 
enforceability of this Agreement, at its sole cost and expense, in the event of any third-party 
challenge to the validity or enforceability of this Agreement or any proceeding or litigation arising 
from its terms that names City or Developer as a party or that challenges the authority of a Party 
to enter into or perform any of its obligations hereunder.  Developer will cooperate with City and 
will otherwise meet its obligation to Indemnify City set forth herein in connection with any other 
action by a third party in which City is a party and the benefits of this Agreement to City are 
challenged.  The severability provisions of section 13.5 will apply in the event of any successful 
challenge to this Agreement.  The responsibilities for the defense of this Agreement and costs of 
such defense are set forth in section 11.2.   
 
11.2 
Fees and Costs. 
 
11.2.1 Between the Parties.  In the event of litigation for Default by any 
Party and commencement of a subsequent legal action by a Party in the appropriate forum, the 
prevailing Party in any such dispute will be entitled to reimbursement of its reasonable attorneys’ 
fees and court costs, including its reasonable costs of expert witnesses, transportation, lodging and 
meal costs of out-of-town parties and witnesses, costs of transcript preparation, and other 
reasonable and necessary direct and incidental costs of such dispute. 
 
11.2.2 Third-Party Claim Naming Developer.  Developer at its sole cost 
and expense, and by counsel of its own choosing, and subject to its reasonable business judgment, 
will defend the validity and enforceability of this Agreement in the event of any proceeding or 
litigation arising from its terms that names Developer as a party or that challenges the authority of 
Developer to enter into or perform any of its obligations hereunder or the enforceability of any 
term or condition of this Agreement.  City will cooperate with Developer in connection with any

{00602792.2} 
Page 17 of 30 
 
action by a third party in which Developer (but not City) is a party in such action and the benefits 
of this Agreement to City are challenged. 
 
11.2.3 Third-Party Claim Naming City.  City will defend, by counsel of its 
own choosing, the validity and enforceability of this Agreement in the event of any proceeding or 
litigation arising from its terms that names City as a party to such proceeding or litigation and that 
challenges: (a) the authority of City to enter into this Agreement or perform any of its obligations 
under this Agreement; (b) the enforceability of any term or condition of this Agreement; or (c) the 
compliance of this Agreement with any Applicable Laws (including a claim or determination 
arising under A.R.S. § 41-194.01); provided, however, that Developer, within thirty (30) days of 
written demand from City, must reimburse City all of City’s actual, out-of-pocket attorneys’ fees 
and costs incurred under this section 11.2.3.  City may settle any such proceeding or litigation on 
such terms and conditions as City may elect in its sole and absolute discretion, but at no additional 
expense or liability to Developer (beyond the reimbursement of the attorneys’ fees and costs) 
without Developer’s approval; however the term “expense or liability to Developer” does not 
include the loss of any benefit anticipated by Developer to be obtained by Developer under this 
Agreement, including the Construction Tax Rebate and Sales Tax Rebate.  The language of this 
section 11.2.3 does not modify Developer’s obligations to Indemnify City set forth in other 
sections of this Agreement, including section 6. 
 
12. 
Preservation of State Shared Revenue.  Notwithstanding any other provision of 
or limitation in this Agreement to the contrary, if City’s state shared revenue is withheld or is 
subject to being withheld under either A.R.S. § 41-194.01 or A.R.S. § 42-6010 related to this 
Agreement, the below provisions will apply, as applicable: 
 
12.1 
A.R.S. § 41-194.01.  Notwithstanding any other provision of or limitation 
in this Agreement to the contrary, if pursuant to A.R.S. § 41-194.01 the Attorney General 
determines that this Agreement violates any provision of state law or the Constitution of Arizona, 
then City and Developer, in good faith, will attempt to modify this Agreement so as to resolve the 
violation with the Attorney General within thirty (30) days of notice from the Attorney General 
pursuant to and under the provisions of A.R.S. § 41-194.01(B)(1).  If, by the twenty-ninth (29th) 
day after the date of the notice from the Attorney General, the Parties, after good faith efforts, are 
not successful in modifying this Agreement to the satisfaction of the Attorney General, this 
Agreement will automatically terminate at midnight on the thirtieth (30th) day after the date of 
receiving such notice from the Attorney General, and upon such termination the Parties will have 
no further obligations under this Agreement.  Additionally, if, under A.R.S. § 41-194.01(B)(2), 
the Attorney General determines that this Agreement may violate a provision of state law or the 
Constitution of Arizona under A.R.S. § 41-194.01(B)(2), and the Arizona Supreme Court requires 
the posting of a bond under A.R.S. § 41-194.01(B)(2), City will be entitled to terminate this 
Agreement, except if Developer posts such bond; and provided further, that if the Arizona Supreme 
Court, determines that this Agreement violates any provision of state law or the Constitution of 
Arizona, City may terminate this Agreement and the Parties will have no further obligations 
hereunder. 
 
12.2 
A.R.S. § 42-6010.  If a court of competent jurisdiction determines that this 
Agreement or the Construction Tax Rebate or Sales Tax Rebate is a violation of A.R.S. § 42-6010

{00602792.2} 
Page 18 of 30 
 
that would result in a withholding by the Arizona Department of Revenue of City’s state shared 
revenue as a penalty under A.R.S. § 42-6010(B), this Agreement will automatically terminate at 
midnight on the day after receiving notice of the court’s ruling, and upon such termination the 
Parties will have no further obligations under this Agreement.  Additionally, if the Attorney 
General or any state agency determines that this Agreement may violate A.R.S. § 42-6010, City 
will be entitled to terminate this Agreement and the Parties will have no further obligations 
hereunder. 
 
13. 
General Provisions. 
 
13.1 
Term.  The term of this Agreement means the period of time commencing 
on the Effective Date and ending upon the earlier of: (a) the date of the Construction Tax Rebate 
and Sales Tax Rebate, up to the Maximum Reimbursement Cap as allowed herein, is paid to 
Developer in accordance with the terms of the Agreement; or (b) the termination of this Agreement 
as allowed herein. 
 
13.2 
Governing Law; Choice of Forum.  This Agreement is made under and will 
be construed in accordance with and governed by the internal, substantive laws of the State of 
Arizona (without reference to conflict of law principles).  The Parties wish to confer jurisdiction, 
to the extent possible, upon the Superior Court of Maricopa County for the purpose of coordinating 
and centralizing any required judicial administration of this Agreement.  Accordingly, any action 
brought to interpret, enforce or construe any provision of this Agreement must be commenced and 
maintained in the Superior Court of the State of Arizona in and for the County of Maricopa (or, as 
may be appropriate, in the Justice Courts of Maricopa County, Arizona, or in the United States 
District Court for the District of Arizona, if, but only if, the Superior Court lacks or declines 
jurisdiction over such action).  The Parties irrevocably consent to the exclusive jurisdiction and 
venue in such courts for such purposes and agree not to seek transfer or removal of any action 
commenced in accordance with the terms of this section 13.2. 
 
13.3 
E-Verify.  To the extent applicable under A.R.S. § 41-4401 and A.R.S. § 
23-214, Developer represents and warrants that it will comply with all federal immigration laws 
and regulations that relate to its employees and their compliance with the E-Verify requirements 
of A.R.S. § 23-214(A), and Developer will contractually require its contractors and subcontractors 
to comply with same.  Breach of the above-mentioned warranty will be deemed a material breach 
of the Agreement and may result in the termination of the Agreement by City.  City retains the 
legal right to randomly inspect the papers and records of any employee of Developer who works 
under this Agreement to ensure compliance with the above-mentioned laws. 
 
13.4 
Restrictions on Assignment and Transfer.  This Agreement may not be 
assigned, either in whole or in part, by either Party without first receiving the written consent of 
the other Party.  Any attempted assignment, either in whole or in part, without such consent will 
be null and void.  The provisions of this Agreement are binding upon and will inure to the benefit 
and burden of the Parties, and their heirs, successors, executors, administrators, and assigns.   
  
13.5 
Severability.  City and Developer each believes that the execution, delivery, 
and performance of this Agreement is in compliance with all Applicable Laws.  However, in the

{00602792.2} 
Page 19 of 30 
 
unlikely event that any provision of this Agreement is declared void or unenforceable (or is 
construed as requiring City to do any act in violation of any Applicable Laws), such provision will 
be deemed severed from this Agreement and this Agreement will otherwise remain in full force 
and effect; provided that this Agreement will retroactively be deemed reformed to the extent 
reasonably possible in such a manner so that the reformed agreement (and any related agreements 
effective as of the same date) provide essentially the same rights and benefits (economic and 
otherwise) to the Parties as if such severance and reformation were not required.  The Parties 
further agree, in such circumstances, to do all acts and to execute all amendments, instruments and 
consents necessary to accomplish and to give effect to the purposes of this Agreement, as reformed. 
 
13.6 
Construction.  The terms and provisions of this Agreement represent the 
results of negotiations between the Parties, each of which was or had the opportunity to be 
represented by counsel of its own choosing, and none of which acted under any duress or 
compulsion, whether legal, economic or otherwise.  Consequently, the terms and provisions of this 
Agreement will be interpreted and construed in accordance with their usual and customary 
meanings, and the Parties each hereby waive the application of any rule of law that would 
otherwise be applicable in connection with the interpretation and construction of this Agreement 
that ambiguous or conflicting terms or provisions contained in this Agreement will be interpreted 
or construed against the Party who prepared or whose attorney prepared the executed Agreement 
or any earlier draft of the same. 
 
13.7 
Notices. 
 
13.7.1 Addresses.  Except as otherwise required by law, any notice required 
or permitted under this Agreement (each, a “Notice”) must be in writing and given by one of the 
following methods, with the delivery/posted charges prepaid, at the respective addresses set forth 
below, or at such other address as a Party may designate in writing pursuant to the terms of section 
13.7: (i) personal delivery; (ii) deposit in the United States certified, registered or express mail, 
return receipt requested; or (iii) any nationally recognized express or overnight delivery service 
(e.g. Federal Express or UPS), delivery charges prepaid, for next Business Day delivery. 
 
If to City:  
City of Mesa 
20 East Main Street, Suite 750 
Mesa, Arizona 85201 
Attn: City Manager 
 
With a required copy to: 
Mesa City Attorney’s Office 
20 East Main Street, Suite 850 
Mesa, Arizona 85201 
Attn: City Attorney 
 
If to Developer:  
Cannon Beach Hotel, LLC 
 
4503 South Power Road 
 
Mesa, Arizona 85212 
 
With a required copy to:  
Cannon Law Group

{00602792.2} 
Page 20 of 30 
 
 
124 S 600 E 
 
Salt Lake City, Utah 84102 
 
Attn: Cole Cannon 
 
13.7.2 Effective Date of Notices.  Any Notice sent by United States Postal 
Service certified, registered or express mail will be deemed effective the earlier of the actual 
delivery, or three (3) calendar days after deposit in a post office operated by the United States 
Postal Service.  Any Notice sent by a recognized national overnight delivery service will be 
deemed effective the next Business Day.  Any Notice personally delivered or delivered through a 
same-day delivery/courier service will be deemed effective upon its receipt or refusal to accept 
receipt by the addressee.  Notices transmitted digitally or electronically may be offered as a 
courtesy, but do not constitute “Notice” for the purposes of section 13.7. 
 
13.7.3 Payments.  Unless otherwise agreed to by the Parties, payments will 
be made and delivered by wire transfer; provided, however, that payments will be deemed made 
only upon actual receipt by the intended recipient or, if made by wire transfer, transferred to the 
account number provided to the paying Party by the receiving Party. 
 
13.8 
Enforced Delay in Performance for Causes Beyond Control of Party.  
Whether stated or not, all periods of time in this Agreement are subject to this section 13.8.  Neither 
City nor Developer, as the case may be, will be considered in Default of its obligations under this 
Agreement in the event of enforced delay (an “Enforced Delay”) directly due to causes beyond 
its control and without its fault, negligence or failure to comply with Applicable Laws, including 
acts of God, such as, but not limited to, a significant weather or geological event or other act of 
God, civil, or military disturbance, labor or material shortage (excluding those caused by lack of 
funds), initiative or referendum, confiscation or seizure by any government or public authority, or 
acts of terrorism.  In no event will an Enforced Delay include any delay resulting from general 
economic or market conditions, unavailability for any reason of particular tenants or purchasers of 
portions of the Project or Property, nor from the unavailability for any reason of a particular 
contractor, subcontractor, vendor, investor or lender desired by Developer in connection with the 
Project, it being agreed that Developer will bear all risks of delay that are not an Enforced Delay.  
In the event of the occurrence of any such Enforced Delay, the time or times for performance of 
the obligations of the Party claiming delay will be extended for the period of the Enforced Delay; 
provided that the Party seeking the benefit of the provisions of this section 13.8 must, within thirty 
(30) days after such Party knows (or reasonably should have known) of any such Enforced Delay, 
first notify the other Party of the specific delay in writing and claim the right to an extension for 
the period of the Enforced Delay; provided, however, that either Party’s failure to notify the other 
of an event constituting an Enforced Delay will not alter, detract from or negate its character as an 
Enforced Delay if such event of Enforced Delay were not known or reasonably discoverable by 
such Party; and provided further, that no period of Enforced Delay may exceed ninety (90) calendar 
days. 
 
13.9 
Time of Essence.  Time is of the essence of this Agreement and each 
provision hereof.

{00602792.2} 
Page 21 of 30 
 
13.10 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. 
 
13.11 Waiver.  The Parties agree that neither the failure nor the delay of any Party 
to exercise any right, remedy, power or privilege under this Agreement will operate as a waiver, 
nor will any single or partial exercise of any right, remedy, power or privilege preclude any other 
or further exercise of the same or of any other right, remedy, power or privilege, nor will any 
waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a 
waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver 
is effective unless it is in writing and is signed by the Party asserted to have granted such waiver. 
 
13.12 Third-Party Beneficiaries.  There are no third-party beneficiaries to this 
Agreement, except for successors and assigns of a Party, and except that City Indemnified Parties 
are third-party beneficiaries of such indemnification provisions. 
 
13.13 Exhibits.  The Parties agree that all references to this Agreement include all 
Exhibits designated in and attached to this Agreement, such Exhibits being incorporated into and 
made an integral part of this Agreement for all purposes. 
 
13.14 Entire Agreement.  Except as expressly provided herein, this Agreement 
constitutes the entire agreement between the Parties with respect to the subject matter hereof and 
supersedes any prior agreement, understanding, negotiation or representation regarding the subject 
matter covered by this Agreement. 
 
13.15 Further Assurances.  Each Party agrees to perform such other and further 
acts and to execute and deliver such additional agreements, documents, affidavits, certifications, 
acknowledgments and instruments as the other Party may reasonably require (subject to 
negotiation and agreement of the terms by the Parties) to consummate, evidence, confirm or carry 
out the matters contemplated by this Agreement or confirm the status of: (a) this Agreement as in 
full force and effect; and (b) the performance of the obligations hereunder at any time during its 
term. 
 
13.16 Computation of Time.  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 falls on a 
day that is not a Business Day, then the duration of such time period or the date of performance, 
as applicable, will be extended so that it ends on the next succeeding day Business Day.  The time 
for performance of any obligation or the taking of any action under this Agreement will expire at 
5:00 p.m. (Phoenix, Arizona time) on the last day of the applicable time period. 
 
13.17 Consents and Approvals.  Wherever this Agreement requires or permits the 
consent or approval of a Party to any act, document, use or other matter, such consent or approval 
will be given or denied by such Party in its reasonable discretion unless this Agreement expressly 
provides otherwise, and except that any decision related to this Agreement that must be made by 
the City Council will be at the City Council’s sole and absolute discretion.

{00602792.2} 
Page 22 of 30 
 
13.18 Covenants Running With Land; Inurement.  Subject to section 13.3, the 
covenants, conditions, terms, and provisions of this Agreement run with the Property and are 
binding upon, and inure to the benefit of the Parties and their respective permitted successors and 
assigns with respect to such Property.  Wherever the term “Party” or the name of any particular 
Party is used in this Agreement such term includes any such Party’s permitted successors and 
assigns. 
 
13.19 Recordation.  Within ten (10) days after this Agreement is executed by the 
Parties, City will record this Agreement in the Official Records of Maricopa County, Arizona. 
 
13.20 Amendment.  Except as otherwise expressly provided for or permitted in 
this Agreement, no change or addition is to be made to this Agreement except by written 
amendment executed by City and Developer.  Within ten (10) days after the full execution of any 
amendment to this Agreement, such amendment will be recorded in the Official Records of 
Maricopa County, Arizona.  Upon amendment of this Agreement as established herein, references 
to the “Agreement” will mean the Agreement as amended.  The effective date of any duly 
processed amendment will be the date on which the last representative for the Parties executes the 
amendment.  If, after the effective date of any amendment, the Parties find it necessary to refer to 
this Agreement in its original, unamended form, they will refer to it as the “Original Development 
Agreement.”  When the Parties mean to refer to any specific amendment to the Agreement, which 
amendment is unmodified by any subsequent amendments, the Parties will refer to it by the number 
of the amendment as well as its effective date. 
 
13.21 Good Faith of Parties.  Except where any matter is expressly stated to be in 
the sole and/or absolute discretion of a Party, in the performance of this Agreement or in 
considering any requested extension of time, the Parties agree that each will act in good faith and 
will not act unreasonably, arbitrarily, or capriciously and will not unreasonably withhold, delay, 
or condition any requested approval, acknowledgment, or consent.  Any decision related to this 
Agreement that must be made by the City Council will be at the City Council’s sole and absolute 
discretion. 
 
13.22 Survival.  The provisions related to a requirement to Indemnify, the waiver 
of claims in section 13.28, and any terms expressly stating they survive will survive the execution 
and delivery of this Agreement, the closing of any transaction contemplated herein, and the 
rescission, cancellation, expiration, or termination of this Agreement. 
 
13.23 Nonliability of Officials, Employees, Members, Partners, Etc.  No City 
Council member, official, representative, agent, attorney or employee of City will be personally 
liable to Developer, or to any successor in interest to Developer, in the event of any uncured City 
Default or for any amount that may become due to the other Party or their successors, or with 
respect to any obligation of City under the terms of this Agreement.  Notwithstanding anything 
contained in this Agreement to the contrary, the liability of Developer under this Agreement will 
not extend to or be enforceable against: (a) the individual assets of any of the individuals or entities 
who are shareholders, members, managers constituent partners, officers or directors of the general 
partners or members of Developer; (b) the shareholders, members or managers or constituent 
partners of Developer; or (c) officers of Developer.

{00602792.2} 
Page 23 of 30 
 
 
13.24 Conflict of Interest.  Pursuant to A.R.S. § 38-503 and A.R.S. § 38-511, no 
member, official or employee of City is permitted to have any personal interest, direct or indirect, 
in this Agreement, nor will any such member, official or employee participate in any decision 
relating to this Agreement that affects his or her personal interest or the interest of any corporation, 
partnership or association in which he or she is, directly or indirectly, interested.  This Agreement 
is subject to cancellation pursuant to the terms of A.R.S. § 38-511. 
 
13.25 No Boycott of Israel.  Developer certifies pursuant to A.R.S. § 35-393.01 
that it is not currently engaged in, and for the term of this Agreement will not engage in, a boycott 
of Israel. 
 
13.26 Forced Ethnic Uyghur Labor Prohibition. As this Agreement relates to 
Developer’s construction of the Public Improvements, in accordance with the requirements of 
A.R.S. § 35-394 and to the extent applicable, Developer certifies that it does not currently, and 
agrees for the duration of the Agreement that it will not, use: (i) the forced labor of ethnic Uyghurs 
in the People’s Republic of China; (ii) any goods or services produced by the forced labor of ethnic 
Uyghurs in the People’s Republic of China; or (iii) any contractors, subcontractors, or suppliers 
that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs 
in the People’s Republic of China.  If, after providing the certification described in this section 
13.26, Developer becomes aware that it is not in compliance with the certification, it will notify 
City within five (5) Business Days of becoming aware of the noncompliance. Developer 
acknowledges that it must remedy the noncompliance and provide written certification of that 
within 180 days after notifying City of its noncompliance. If Developer fails to remedy the 
noncompliance and provide the written certification within 180 days, the Agreement will terminate 
automatically. 
 
13.27 City Council Action.  City and Developer acknowledge that, 
notwithstanding any language of this Agreement or any subsequent additional document, no act, 
requirement, payment or other agreed-upon action to be done or performed by City that would, 
under any Applicable Laws require formal action, approval, or concurrence by the City Council, 
will be required to be done or performed by City unless and until said formal City Council action 
is taken and is no longer subject to referendum.  This Agreement does not bind the City Council 
or remove its independent authority to make determinations related to action of the City Council 
in any way. 
 
13.28 Waiver of Claims Pursuant to A.R.S. § 12-1134 et seq.  Developer hereby 
waives and releases City from any and all claims under A.R.S. § 12-1134 et seq., including any 
right to compensation for reduction to the fair market value of all or any part of the Property, as a 
result of City’s approval of this Agreement, any and all restrictions and requirements imposed on 
Developer, the Project and the Property by this Agreement, City’s approval of Developer’s plans 
and specifications for the Project, the issuance of any permits, and all related zoning, land use, 
building and development matters arising from, relating to, or reasonably inferable from this 
Agreement.  The terms of the waiver in this section 13.28 run with all land that is the subject of 
this Agreement and are binding upon all subsequent landowners, assignees, lessees and other 
successors, and will survive the expiration or earlier termination of this Agreement.

{00602792.2} 
Page 24 of 30 
 
 
13.29 Consent.  Wherever City’s consent is required to be given in this 
Agreement, such consent will be the consent of City Manager (or his/her designee), without the 
requirement of the prior approval of the City Council unless required by Applicable Laws, City 
policy, or City Manager. 
 
The balance of this page is blank; signatures are on the following two (2) pages.

{00602792.2} 
Page 25 of 30 
 
In witness whereof, the Parties have executed this Agreement as of the Effective Date. 
 
DEVELOPER: 
 
CANNON BEACH HOTEL, LLC, 
a Utah limited liability company 
 
 
By:  
________________________________ 
 
 
 
 
 
 
 
Cole Cannon 
 
 
 
 
 
 
 
Manager 
 
STATE OF UTAH 
 
) 
 
 
 
 
) ss 
COUNTY OF  SALT LAKE ) 
 
On _____________________, 2026, before me, ________________________________, 
a Notary Public in and for said state, personally appeared Cole Cannon, the Manager of Cannon 
Beach Hotel, LLC, a Utah limited liability company, personally known to me (or proved to me on 
the basis of satisfactory evidence) to be the person whose name is subscribed to the within 
instrument and acknowledged to me that he executed the same in his authorized capacity, and that 
by his signature on the instrument the person, or the entity upon behalf of which the person acted, 
executed the instrument. 
 
WITNESS my hand and official seal. 
 
 
Signature 
______________________________  
 
 
[SEAL]

{00602792.2} 
Page 26 of 30 
 
CITY: 
 
CITY OF MESA,  
an Arizona municipal corporation 
 
 
By:  
____________________________    
Scott Butler 
City Manager 
 
 
 
 
STATE OF ARIZONA 
) 
 
 
 
 
) ss 
COUNTY OF MARICOPA ) 
 
On _____________________, 2026, before me, ________________________________, 
a Notary Public in and for said state, personally appeared Scott Butler, City Manager of the City 
of Mesa, an Arizona municipal corporation, personally known to me (or proved to me on the basis 
of satisfactory evidence) to be the person whose name is subscribed to the within instrument and 
acknowledged to me that he executed the same in his authorized capacity, and that by his signature 
on the instrument the person, or the entity upon behalf of which the person acted, executed the 
instrument. 
 
WITNESS my hand and official seal. 
 
 
Signature 
______________________________  
 
 
[SEAL]

{00602792.2} 
Page 27 of 30 
 
INDEX OF DEFINED TERMS 
 
“Agreement” is defined in section 1.  
 
“Applicable Laws” is defined in section 1. 
 
“Approved Plans” is defined in section 2.2.  
 
“A.R.S.” is defined in section 1.  
 
“Business Day” is defined in section 1.   
 
“Cannon Beach” is defined in Recital B. 
 
“City” is defined in the introductory paragraph on the first page of this Agreement. 
 
“City Code” is defined in section 1.  
 
“City Council” is defined in section 1. 
 
“City Indemnified Parties” is defined in section 6.1. 
 
“Claims” is defined in section 6.1. 
 
“Completion of Construction” or “Completed” is defined in section 4. 
 
“Conditions Precedent” is defined in section 5.1.1. 
 
“Construction Tax Rebate” is defined in section 5.2.2.   
 
“Developer” is defined in the introductory paragraph on the first page of this Agreement.  
 
“Economic Incentive Period” is defined in section 5.2.3(b). 
 
“Effective Date” is defined in the introductory paragraph on the first page of this Agreement. 
 
“Eligible Construction Tax” is defined in section 5.2.2.   
 
“Eligible Sales Tax” is defined in section 5.2.3(a). 
 
“Enforced Delay” is defined in section 13.8. 
 
“General Plan” is defined in section 1. 
 
“Hotel” is defined in Recital B.

{00602792.2} 
Page 28 of 30 
 
“Indemnify” is defined in section 6.1. 
 
“Lounge” is defined in Recital B.   
 
“Maximum Reimbursement Cap” is defined in section 5.2.1. 
 
“Monthly Tax Report” is defined in section 5.5.2. 
 
“Default” is defined in section 1. 
 
“Notice” is defined in section 13.7. 
 
“Party” and “Parties” are defined in section 1.  
 
“Permit Deadline” is defined in section 5.1.1. 
 
“Project” is defined in Recital B. 
 
“Property” is defined in Recital A and legally described in Exhibit A.  
 
“Public Improvements” is defined in section 1.  
 
“Public Improvement Costs” is defined in section 3.2.  
 
“Reimbursable Public Improvement Costs” is defined in section 3.2. 
 
“Reimbursement Report” is defined in section 5.7. 
 
“Representative” is defined in section 10.1. 
 
“Request for Reimbursement” is defined in section 5.5.1. 
 
“Required Dedications” is defined in section 3.4 and described in Exhibit C. 
 
“Restaurant” is defined in Recital B. 
 
“Sales Tax Rebate” is defined in section 5.2.3. 
 
“State” is defined in section 1. 
 
“Tax Calculation Documents” is defined in section 5.5.1. 
 
“Tax Code” is defined in section 1. 
 
“Zoning” is defined in section 1.

{00602792.2} 
Page 29 of 30 
 
LIST OF EXHIBITS 
 
Exhibit A: 
Legal Description of the Property 
 
Exhibit B: 
Public Improvements Description & Location Depiction 
 
Exhibit C:  
Property Required Dedications 
 
Exhibit D: 
Insurance

{00602792.2} 
 
 
EXHIBIT A 
LEGAL DESCRIPTION OF THE PROPERTY

{00602792.2} 
 
 
EXHIBIT B 
PUBLIC IMPROVEMENTS DESCRIPTION & LOCATION DEPICTION 
 
[See below and attached] 
 
Public Improvements means the improvements listed on the attached and constructed to City 
standards within the highlighted depicted areas, that meet the requirements of the Agreement.  
Public Improvements must be planned, designed, bid, constructed, and dedicated in compliance 
with Applicable Laws, including Title 34 of A.R.S. and City’s procurement and public bidding 
procedures in order to be eligible for reimbursement.

{00602792.2} 
 
 
Public Improvements Location Depiction

{00602792.2} 
 
 
Public Improvements Description 
 
Developer must procure, install, and construct the following public improvements along the 
southern portion of Warner Road, beginning approximately 340 feet east of Power Road and 
ending at the Roosevelt Water Conservation District canal, in accordance with the Approved Plans:  
 
1. Pavement 
2. Turn lanes 
3. Curb and gutter 
4. Sidewalk 
5. Landscaping 
6. Driveways 
7. Streetlights 
8. Storm drain, storm catch basin and retention basin, retaining wall 
9. Signing and striping 
10. Staking and testing

{00602792.2} 
 
 
EXHIBIT C 
PROPERTY REQUIRED DEDICATIONS 
 
Dedicate right-of-way in accordance with City of Mesa Standard Detail M-19.01 and the City 
Code, which shall at a minimum include the following: 
 
 Dedication of the following required right-of-way on Warner Road: 
o 65 feet south of monument line 
o 75 feet south of monument line in areas of right turn/deceleration lanes 
o 8-foot public utility and facility easement adjacent to right-of-way

{00602792.2} 
 
 
EXHIBIT D 
INSURANCE 
 
City of Mesa Insurance Requirements 
 
Developer, at its sole cost and expense, will maintain insurance coverage as follows: 
 
A. 
Property.  During the period of any construction involving the Public Improvements 
and for a period of not less than three (3) years following completion of construction, and with 
respect to any construction activities relating to the same, builder’s risk insurance on an all-risk, 
replacement cost basis for the Public Improvements. 
 
B. 
Liability.  During the Term of the Agreement, insurance covering Developer and 
(endorsing as an additional insured) City against liability imposed by law or assumed in any written 
contract, and/or arising from personal injury, bodily injury or property damage, with a limit of 
liability of three million dollars ($3,000,000.00) per occurrence with a three million dollar 
($3,000,000.00) products/completed operations limit and a ten million dollar ($10,000,000.00) 
general aggregate limit.  Such policy must be primary and written to provide blanket contractual 
liability, broad form property damage, premises liability and products and completed operations. 
 
C. 
Contractor.  During the period of any construction involving the Public 
Improvements and for a period of not less than three (3) years following completion of 
construction, and with respect to any construction activities relating to the same, each of the 
general or other contractors with which Developer contracts for any such construction will be 
required to carry liability insurance of the type and providing the minimum limits set forth below: 
 
1. 
Workman’s Compensation insurance and Employer’s Liability with limits 
of one million dollars ($1,000,000.00) per accident, one million dollars ($1,000,000.00) per 
disease and one million dollar ($1,000,000.00) policy limit disease. 
 
2. 
Commercial general liability insurance on a three million dollar 
($3,000,000.00) per occurrence basis providing coverage for (and endorsing City as additional 
insured for): 
 
 
Products and Completed Operations 
 
Blanket Contractual Liability 
 
Personal Injury Liability 
 
Broad Form Property Damage 
 
X.C.U. 
 
3. 
Business automobile liability including all owned, non-owned and hired 
autos with a limit of liability of not less than one million dollar ($1,000,000.00) combined single 
limit for personal injury, including bodily injury or death, and property damage. 
 
D. 
Architect.  In connection with any construction involving the Public Improvements, 
and with respect to any construction activities relating to the same, Developer’s architect will be

{00602792.2} 
 
 
required to provide architect’s or engineer’s professional liability insurance with a limit of one 
million dollars ($1,000,000.00) per occurrence.  This policy, or other policies, will cover claims 
for a period of not less than three (3) years after the completion of construction involving the 
Property and the Public Improvements. 
 
E. 
Engineer.  During the period of any construction involving the Public 
Improvements, and with respect to any construction activities relating to the same, Developer’s 
soils engineer or environmental contractor will be required to provide engineer’s professional 
liability insurance with a limit of one million dollars ($1,000,000.00) per occurrence.  This policy, 
or other policies, will cover claims for a period of not less than three (3) years after the completion 
of the construction involving the Property and the Public Improvements. 
 
F. 
Primary Coverage.  Developer’s insurance coverage will be primary insurance with 
respect to City, its officers, officials, agents, and employees.  Any insurance or self-insurance 
maintained by City, its officers, officials, agents, and employees will be in excess of the coverage 
provided by Developer and will not contribute to it. 
 
G. 
Indemnities.  Coverage provided by Developer will not be limited to the liability 
assumed under the indemnification provisions of the Agreement. 
 
H. 
Waiver of Subrogation.  All policies will contain a waiver of subrogation in favor 
of City, its officers, officials, agents, and employees. 
 
I. 
Notice of Cancellation.  Each insurance policy will include provisions to the effect 
that it may not be suspended, voided, cancelled, or reduced in coverage except after thirty (30) 
days’ prior written Notice has been given to City.  Such Notice must be provided directly to City 
in accordance with the provisions of section 13.7.1 of the Agreement.  
 
J. 
Acceptability of Insurers.  Insurance is to be placed with insurers duly licensed of 
approved unlicensed companies in the State of Arizona and with an “A.M. Best” rating of not less 
than A- VII.  City in no way warrants that the above-required minimum insurer rating is sufficient 
to protect Developer from potential insurer insolvency. 
 
K. 
Endorsements and Verification of Coverage.  Developer will furnish City with 
endorsements naming City, its officers, officials, agents, and employees as additional insureds.  
The endorsements will be original certificates of insurance on ACCORD forms approved by City.  
The certificates for each insurance policy are to be signed by a person authorized by that insurer 
to bind coverage on its behalf.  Any policy endorsements that restrict or limit coverage will be 
clearly noted on the certificate of insurance. 
 
1. 
All certificates are to be received and approved by City before the 
commencement of construction of the Public Improvements.  Each insurance policy must be in 
effect at or prior to the commencement of construction (after obtaining required permits actual 
commencement of physical construction) and must remain in effect for the duration set forth in 
this Exhibit or, if no date is specified, the term of the Agreement.  Failure to maintain the insurance

{00602792.2} 
 
 
policies as required by this Agreement or to provide timely evidence of renewal will be considered 
a material breach of the Agreement. 
 
2. 
All certificates required by this Agreement will be sent directly to: 
 
City of Mesa 
Attn: Toni Aglialoro, Risk Manager 
20 E. Main Street 
P.O. Box 1466 
Mesa, Arizona 85211 
 
and  
 
City of Mesa 
Attn: Real Estate Services 
20 E. Main Street 
P.O. Box 1466 
Mesa, Arizona 85211 
With a required copy to: propertymanagement@mesaaz.gov 
 
3. 
City reserves the right to require complete, certified copies of all insurance 
policies and endorsements required by this Exhibit at any time. 
 
L. 
Approval.  Any modification or variation from the insurance requirements in this 
Exhibit must have prior approval from City Manager (or designee), whose decision will be final.  
Such action will not require formal contract amendment, but may be made by administrative 
action. 
 
M. 
Miscellaneous.  References to “Developer” in this Exhibit will mean Developer and 
include its general contractor(s).  References to the “Agreement” or this “Agreement” will mean 
the Development Agreement of which this Exhibit is a part.  Capitalized terms not otherwise 
defined in this Exhibit will have the meanings set forth in the Agreement.  City in no way warrants 
that the minimum limits contained herein are sufficient to protect Developer from liabilities that 
might arise, and Developer may purchase such additional insurance as Developer determines 
necessary.