Development Agreement

WHEN RECORDED, RETURN TO:
City of Mesa
Attn: Real Estate Services
20 East Main Street, Suite 500
Mesa, Arizona 85201
DEVELOPMENT AGREEMENT
DA26-02395
This Development Agreement (DA26-02395) is dated ________, 202_, and is between the
City of Mesa, an Arizona municipal corporation (“City”) and MGC Pure Chemicals America, Inc.,
an Arizona corporation (“Owner”). City and Owner are collectively referred to herein as the
“Parties,” or individually as a “Party.”
RECITALS
A. Owner owns the real property in Mesa, Arizona generally located at the northwest
corner of East Pecos Road and South Mountain Road consisting of approximately twenty-six (26)
acres, as legally described and depicted on Exhibit A (the “Property”).
B. Owner is developing an expansion to its existing manufacturing facility on a portion
of the Property pursuant to construction permit PMT25-02731 (the “Project”).
C. In connection with the Project, Owner is required, pursuant to Mesa City Code Title
9, Chapter 8, to design, install, and construct public off-site infrastructure improvements (e.g.,
water, wastewater, drainage, and roadway improvements) (the “Public Infrastructure
Improvements”). The Public Infrastructure Improvements include the roadway improvements on
East Pecos Road, a four-lane arterial, as described and at the locations depicted on Exhibit B,
including curbs, gutters, sidewalks, streetlights, and related improvements (the “Pecos Road
Improvements”).
D. Mesa City Code Section 9-8-4 allows the City Manager to reduce, defer, or approve
alternatives to the Public Infrastructure Improvements based on an individualized finding that there
are special conditions involving topography, land ownership, adjacent development, parcel
configuration, or other relevant factors, and that the Public Infrastructure Improvements will
substantially impair the ability for development due to such special conditions.
E. The City Manager has found that there are special conditions associated with the
Property, including an extension of a spur rail line to connect to the proposed Union Pacific
Railroad Company track, which will include a crossing through the portion of East Pecos Road on
which Owner is required to install the Pecos Road Improvements (collectively, including the
crossing, the “Rail Spur”). The City Manager has further found that requiring Owner to complete
the Pecos Road Improvements will substantially impair the ability of Owner to develop the Project
on the Property due to the special conditions.
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F. The Parties acknowledge and agree that the development of the Project on the
Property will result in significant planning and economic benefits to City and its residents by (i)
ensuring the Property is developed as an integral part of the City; (ii) providing for orderly,
compatible, and quality growth in the area; and (iii) increasing tax and other revenues to City based
on improvements to be constructed on the Property.
G. The Parties desire to enter into this Agreement for, among other reasons, the
purpose of setting forth the terms and conditions under which Owner’s obligation to design, install,
and construct the Pecos Road Improvements is temporarily deferred and intend this document to
be a “Development Agreement” within the meaning of A.R.S. § 9-500.05.
AGREEMENT
Now, therefore, in consideration of the foregoing recitals, which are incorporated herein
by reference, and the mutual promises set forth in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties state,
confirm, and agree as follows:
1. Agreement Runs With and Binds the Property. All provisions of this
Agreement, including the benefits, burdens, and obligations of the Parties, run with and bind the
Property and are binding and enforceable upon, and will inure to the benefit of, the Parties,
Tenants, and their successors and assigns.
2. Development Plans.
2.1. Applicable Laws and Development of the Project. Owner must develop the
Project in compliance with plans prepared and submitted by Owner to City and approved by City,
this Agreement, and Applicable Laws, all as may be amended from time to time, and that apply to
the development of the Project as of the date of any application or submission to City.
2.2. Permit and Other Fees. Owner must pay the applicable building permit,
inspection, development impact, and all other applicable fees for the development of the Property
(each, a “Fee”) that are in effect at the time of any application or submission. Owner must follow
the City standard permit process for all permits for the Project and Public Infrastructure
Improvements, and the permits for the Public Infrastructure Improvements will include the City’s
standard language allowing the Owner to access the City’s rights-of-way and easements in
accordance with the Applicable Laws and compliance with the permits.
3. Public Infrastructure Improvements.
3.1. Public Infrastructure Improvements. As a condition to the development of
the Project and for the Property to obtain City utility services, Owner acknowledges and agrees
that Owner must dedicate rights-of-way and easements (temporary, permanent, or otherwise), and
finance, design, construct (or cause to be constructed), and install certain Public Infrastructure
Improvements in compliance with the Mesa City Code and City standards and details. If the
Project is developed in phases, the Public Infrastructure Improvements, dedication of rights-of-
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way, and dedication of easements must be completed in phase one of the Project (except for the
Pecos Road Improvements that are deferred as provided in Section 3.2 below). City agrees and
acknowledges that as of the Effective Date, Owner has dedicated all required rights-of-way and
easements. For the avoidance of doubt, this Agreement does not defer any Public Infrastructure
Improvements other than the Pecos Road Improvements; Owner is required to finance, design,
construct, and install all other Public Infrastructure Improvements, including water and wastewater
lines, in compliance with the Mesa City Code and City standards and details.
3.2. Deferral of Pecos Road Improvements. Because the design and
construction of the Rail Spur has not been completed, City, using its authority in Mesa City Code
Section 9-8-4(D)(2), agrees to temporarily defer (the “Deferral Period”) Owner’s obligation to
design, install, and construct the Pecos Road Improvements, subject to the following terms and
conditions:
a. Term of Deferral Period. The Deferral Period will end at the earlier
of: (i) when the first (1st) permit required for the construction of the Rail Spur is issued by City;
(ii) five (5) years after the Effective Date; or (iii) when written notice from City by its City Manager
(such notice may be given in the City Manager’s sole and absolute discretion after consulting with
the Transportation Department Director) is provided to Owner indicating the end of the Deferral
Period. Upon end of the Deferral Period, Owner must promptly apply for a construction permit
and complete construction of the Pecos Road Improvements on or before the date that is one (1)
year after the end of the Deferral Period. Additionally, if the Deferral Period ends due to
subsection (i) above (the first (1st) permit required for the construction of the Rail Spur has been
issued by City), Owner must construct the Pecos Road Improvements simultaneous with the
construction of the Rail Spur and must complete construction of the Pecos Road Improvements on
or before the date that is one (1) year after the end of the Deferral Period. “Complete
Construction” means Owner has dedicated to City, and City has accepted the dedication via a
letter of acceptance issued by City, the Pecos Road Improvements.
b. Financial Assurances. To ensure that Owner has the financial means
to construct the Pecos Road Improvements, on every two (2)- year anniversary of the Effective
Date, Owner must provide written notice to the Development Services Department Director that
the tangible net worth of Owner is at least five (5) times the estimated then-current cost to complete
the Pecos Road Improvements, which notice must be on a form reasonably acceptable to Owner
and City and similar to other City forms. If Owner fails or is unable to provide such written notice,
the City Manager may elect to end the Deferral Period and require the design and construction of
the Pecos Road Improvements (or require the in-lieu payment under Section 3.2(c)).
c. In-lieu Payment. As set forth in Mesa City Code Section 9-8-4(D),
in lieu of Owner designing, installing, and constructing the Pecos Road Improvements, the City
Manager in his sole and absolute discretion may elect to have Owner make an in-lieu payment by
providing written notice to Owner. Owner must submit the in-lieu payment to City within sixty
(60) days from the date of City’s written notice to Owner. The in-lieu payment must be based on
a cost estimate that is prepared by a professionally registered civil engineer and approved by the
City Engineer and must include the costs for all design, labor, materials, and construction of the
Pecos Road Improvements plus twenty percent (20%) for future contingency costs.
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d. Maintenance of Rights-of-way. During the Deferral Period and until
Owner commences construction of the Pecos Road Improvements, Owner at its sole cost and
expense, must maintain the portion of the rights-of-way dedicated for the Pecos Road
Improvements free of garbage, junk, obstructions, weeds, and grass pursuant to and in compliance
with Mesa City Code Section 8-6-3(C).
e. City’s Right to Construct. In the event Owner fails to design or
construct the Pecos Road Improvements as required in this Agreement, then City, after giving
written notice to Owner, has the right, but not the obligation, to perform such design and
construction at Owner’s sole cost and expense and said actual costs and expenses are due and
payable to City within thirty (30) days from the date of City’s written invoice to Owner. City will
have the right to access the Property, as necessary, to perform Owner’s construction obligations.
3.3. Dedication and Acceptance of Public Infrastructure Improvements. Upon
completion by Owner of any Public Infrastructure Improvements, Owner must comply with all
Applicable Laws and City processes, and dedicate to City, at no cost to City, such Public
Infrastructure Improvements free and clear of all liens and encumbrances and in accordance with
City standards applicable to such dedication and acceptance.
3.4. Rights-of Way and Easements. Owner, at its sole cost and expense, and at
no cost to City, must dedicate to City all the rights-of-way and easements (temporary, permanent,
or otherwise) for the construction, installation, operation, maintenance, repair, and replacement of
the Public Infrastructure Improvements (including the Pecos Road Improvements), as required by
City. Owner must dedicate all rights-of-way and easements prior to the issuance of the first (1st)
building permit for the Project. Owner’s obligations in this section will survive the termination,
cancellation, or expiration of this Agreement and are enforceable by specific performance and any
other means permitted in law or equity. City agrees and acknowledges that as of the Effective
Date, Owner has dedicated all required rights-of-way and easements.
3.5. Warranty. Except if City requires and Owner submits to City an in-lieu
payment under Section 3.2(c), Owner must give City a two (2)- year warranty of workmanship,
materials, and equipment for all Public Infrastructure Improvements, which warranty will begin
on the date that City accepts such Public Infrastructure Improvement. Any deficiencies in
workmanship, materials, or equipment identified by City staff during the warranty period will be
brought to the attention of Owner, who must promptly remedy or cause to be remedied such
deficiencies to the reasonable satisfaction of City. Regardless of whether the warranty has expired,
Owner agrees to repair any damage to the Public Infrastructure Improvements caused by Owner
or its agents. Nothing contained herein will prevent the City or Owner from seeking recourse
against any third party for damage to the Public Infrastructure Improvements caused by such third
party.
4. City Services. City utility service availability is subject to extension of the water
and wastewater systems to and across all frontages of the Property at Owner’s sole cost and
expense. City agrees and acknowledges that as of the Effective Date, water and wastewater
systems have been extended to and across all frontages of the Property. City utility service
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(including water and wastewater within City’s service area) is made available to the Property
through City’s regular systems in the manner provided to other similarly situated customers within
City and without special rights or remedies. For the avoidance of doubt, any City service(s) is
subject to and conditioned on compliance with the Mesa City Code (including the Water Shortage
Management Plan and measures taken thereunder), the Terms and Conditions for the Sale of
Utilities, all other Applicable Laws, and the timely payment of applicable rates, fees, and charges,
all the foregoing as are in effect at any given time. Additionally, and notwithstanding the
provisions of any other section of this Agreement, any obligations City may have under this section
are contingent on the Arizona Department of Water Resources continuing City’s designation of
Assured Water Supply under A.R.S. § 45-576 and no moratorium having been declared under
A.R.S. § 9-463.06. Nothing herein constitutes the waiver of or any limitation on City’s ability to
enforce or adopt additional wastewater pretreatment requirements. Owner acknowledges that
Owner, Tenant(s), and any other occupant of the Property that proposes to be an MLM Customer
is subject to Mesa City Code Title 8, Chapter 10. This Agreement does not constitute authorization
or approval of Owner, Tenant(s), or any other occupant as an MLM Customer.
5. Term. This Agreement will become effective on the date on which all the
following events have occurred: this Agreement has been (i) adopted and approved by the City
Council; (ii) executed by duly authorized representatives of City and Owner; and (iii) recorded in
the Office of the Maricopa County Recorder (the “Effective Date”). The term of this Agreement
(“Term”) will begin on the Effective Date and will automatically terminate upon the earlier of: (i)
termination by mutual written consent of the Parties; or (ii) fifty (50) years from the Effective Date
of this Agreement, unless this Agreement is terminated sooner pursuant to any earlier termination
provision of this Agreement.
6. Default and Remedies.
6.1. Default. In the event a Party (the “Defaulting Party”) fails to perform or
fails to otherwise act in accordance with any term or provision hereof (each, a “Default”), the
other Party (the “Non-defaulting Party”) may provide written notice to perform to the Defaulting
Party (the “Notice of Default”). The Defaulting Party will have thirty (30) days from receipt of
the Notice of Default to cure the Default. In the event the Default is such that more than thirty
(30) days would reasonably be required to cure the Default or otherwise comply with any term or
provision in this Agreement, then the Defaulting Party must notify the Non-defaulting Party of
such and the timeframe needed to cure the Default, and, so long as the Defaulting Party commences
performance or compliance within the required thirty (30)- day period and diligently and
continuously proceeds to complete such performance or fulfill such obligation, then the time to
cure the Default will be extended; however, no time to cure a Default may exceed ninety (90) days
total. The Notice of Default must specify the nature of the Default and the manner in which the
Default may be satisfactorily cured, if possible.
6.2. Remedies for Default. A Default that is not cured (or cure undertaken) by
the Defaulting Party in accordance with Section 6.1, the Non-defaulting Party may take any of one
(1) or more of the following actions, subject to any additional notice and cure periods provided in
this section:
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6.2.1. Remedies of City. City’s sole remedies for an uncured Default by
Owner consist of the following:
a. Seek enforcement of this Agreement by means of specific
performance, injunction, or other equitable relief, without any requirement to post a bond or other
security. The specific performance remedy provided in this section is cumulative relief and is not
a limitation on City’s other remedies, including the right to seek contract damages, actual damages,
and the monetary damages set forth in Section 3.2(e). In no event is City entitled to punitive,
consequential, or special damages except as a remedy under the Indemnity provisions of this
Agreement.
b. The right to withhold any City permits or approvals Owner
or Tenant(s) may need to develop the Property.
c. For any action against Owner with respect to Owner’s
Indemnity obligations, City may seek any remedies available in equity or law, including to seek
or recover all damages assessed against City in connection with Owner’s Indemnity obligations.
6.2.2. Remedies of Owner. Owner’s sole remedies for an uncured
Default by City consist of and are limited to the ability to seek enforcement of this Agreement by
means of specific performance, injunction, or other equitable relief, without any requirement to
post a bond or other security. Owner hereby waives all rights to recover actual, punitive,
consequential, special, and any other type of damages.
7. Indemnity and Risk of Loss.
7.1. Indemnity of City by Owner. Owner must pay, defend, indemnify, and hold
harmless City, its agents, representatives, officers, directors, elected or appointed officials, and
employees (collectively “City Indemnified Party(-ies)”) for, from, and against any and all claims,
demands, fines, penalties, costs, expenses, damages, losses, obligations, judgments, liabilities, and
suits (all of the foregoing collectively “Claims”) that arise or result from, are in connection with,
or relate in any way to, in whole or in part, any of the following: (a) the design, construction, or
structural engineering of the Public Infrastructure Improvements and other work and
improvements by or on behalf of Owner; (b) any act or omission by Owner, or its employees,
contractors, subcontractors, agents, or representatives, undertaken in fulfillment of Owner’s
obligations under this Agreement; and (c) any loss of or reduction in state shared monies arising
in connection with a claim brought or maintained by the Arizona Attorney General under A.R.S.
§ 41-194.01; except those Claims solely and exclusively arising from or caused by the gross
negligence or intentional misconduct of a City Indemnified Party (collectively, “Indemnity”).
Owner’s Indemnity obligations extend to and encompass all costs incurred
by Owner in defending such Claims, including reasonable attorney, witness, and expert witness
fees, and any other litigation related expenses. The Indemnity obligations related to the Public
Infrastructure Improvements will not apply if Owner’s obligations related to the Pecos Road
Improvements are satisfied by an in-lieu payment (i.e., Owner does not design or construct the
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Pecos Road Improvements), but will otherwise survive the termination, cancellation, or expiration
of this Agreement.
7.2. Risk of Loss. Owner assumes the risk of any and all loss, damage, or Claim
relating to the Public Infrastructure Improvements unless and until title is transferred to City, at
which time City assumes the risk of any and all loss, damage, or Claim relating to any portion of
the Public Infrastructure Improvements transferred to City. At the time title to the Public
Infrastructure Improvements is transferred to City by dedication deed or otherwise, Owner will, to
the extent allowed by law, assign to City any unexpired warranties relating to the design,
construction, or composition of such Public Infrastructure Improvements and Owner will have no
liability therefor, unless specifically stated otherwise herein. Acceptance of the Public
Infrastructure Improvements will be conditioned on City’s receipt of the two (2)- year warranty of
workmanship, materials, and equipment set forth in Section 3.5 in form and content reasonably
acceptable to City, provided however that such warranty or warranties may be provided by
Owner’s contractor or contractors directly to City and are not required from Owner, and that any
such warranties will begin on the date that City accepts such Public Infrastructure Improvement.
8. General Provisions.
8.1. Recordation. This Agreement will be recorded in its entirety in the Official
Records of Maricopa County, Arizona, not later than ten (10) days after its full execution by the
Parties.
8.2. Notices and Requests. Any notice or other communication required or
permitted to be given under this Agreement must be in writing and will be deemed to have been
duly given if: (a) delivered to the Party at the address set forth below; (b) deposited in the U.S.
Mail, registered or certified, return receipt requested, to the address of the Party set forth below;
or (c) given to a recognized and reputable overnight delivery service, to the Party at the address
set forth below. The recipients and addresses set forth in this section may be modified by a Party
at any time by such Party designating in writing by notice duly given pursuant to this section.
City: City of Mesa
20 East Main Street, Suite 750
Mesa, Arizona 85201
Attn: City Manager
With a copy to: City of Mesa
55 North Center Street
Mesa, Arizona 85201
Attn: Development Services Department Director
and: Mesa City Attorney’s Office
20 East Main Street, Suite 850
Mesa, Arizona 85201
Attn: City Attorney
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Owner: MGC Pure Chemicals America
6560 South Mountain Road
Mesa, Arizona 85212
Attn: Lee Bauer
With a copy to: MGC Pure Chemicals America
6560 South Mountain Road
Mesa, Arizona 85212
Attn: Contract Administrator
and: Squire Patton Boggs LLP
1 East Washington Street, Suite 2700
Phoenix, Arizona 85004
Attn: Don Wall
Notices will be deemed received (i) when delivered to the Party; (ii) three
(3) Business Days after being placed in the U.S. Mail, properly addressed, with sufficient postage;
or (iii) the following Business Day after being given to a recognized overnight delivery service,
with the person giving the notice paying all required charges and instructing the delivery service
to deliver on the following Business Day. If a copy of a notice is also given to a Party’s counsel
or other recipient, the provisions about governing the date on which a notice is deemed to have
been received by a Party will mean the date on which the Party, and not its counsel or other
recipient, to which a copy of the notice may be sent, is deemed to have received the notice.
8.3. Choice of Law, Venue, and Attorneys’ Fees. The laws of the State of
Arizona will govern any dispute, controversy, claim, or cause of action arising out of or related to
this Agreement. The venue for any such dispute will be Maricopa County, Arizona, and each Party
waives the right to object to venue in Maricopa County for any reason. Neither Party will be
entitled to recover any of its attorneys’ fees or other costs from the other Party incurred in any such
dispute, controversy, claim, or cause of action, but each Party will bear its own attorneys’ fees and
costs, whether the same is resolved through arbitration, litigation in a court, or otherwise.
8.4. Preservation of State Shared Revenue. Notwithstanding any other provision
of, or limitation in, this Agreement to the contrary, if pursuant to A.R.S. § 41-194.01 the Arizona
Attorney General determines that this Agreement violates any provision of state law or the
Constitution of Arizona (including A.R.S. § 42-6201 et seq.), City and Owner must use all and
best faith efforts to modify the Agreement so as to fulfill each Parties rights and obligations in the
Agreement while resolving the violation with the Attorney General. If 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), City and Owner cannot agree to modify this Agreement so as to resolve the violation
with the Attorney General, this Agreement will automatically terminate at midnight on the thirtieth
(30th) day after receiving such notice from the Attorney General, and upon such termination the
Parties will have no further obligations under this Agreement. Additionally, if 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 may terminate this Agreement, except if Owner posts
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such bond, if required; 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 or Owner
may terminate this Agreement and the Parties will have no further rights, interests, or obligations
in this Agreement or claim against the other Party for a breach or default under this Agreement.
The computation of time set forth in Section 8.11 will be superseded by the computation of time
utilized by the Arizona Attorney General’s Office for alleged violations of A.R.S. § 41-194.01.
8.5. Good Standing; Authority. Each Party represents and warrants that it is
duly formed and a legally valid existing entity under the laws of the State of Arizona with respect
to Owner, or a municipal corporation in Arizona with respect to City, and that the individuals
executing this Agreement on behalf of their respective Party are authorized and empowered to bind
the Party on whose behalf each such individual is signing.
8.6. Assignment. This Agreement may be assigned as follows:
a. Assignment Prior to Termination of Deferral Period. Prior to the
termination of the Deferral Period and before the Pecos Road Improvements are built, if Owner’s
assignee provides City with the financial assurances required in Section 3.2(b), then City will allow
a one (1)- time assignment without City’s further consent. After this one (1)- time assignment, a
second (2nd) assignment of this Agreement requires prior written consent of City, which consent
may be given or withheld in City’s reasonable discretion, and after a second (2nd) assignment, any
additional assignment of this Agreement requires prior written consent of City, which consent may
be given or withheld in City’s sole discretion. In addition to City’s prior written consent, Owner’s
assignee must provide City with the financial assurances required in Section 3.2(b).
b. Assignment After Termination of Deferral Period. After the
termination of the Deferral Period and the Pecos Road Improvements have been built, Owner may
assign this Agreement without City’s consent and without providing the City with the financial
assurances in Section 3.2(b).
c. Covenants Running with The Land; Inurement. As set forth in
Section 1, all provisions of this Agreement, including the benefits, burdens, and obligations of the
Parties, run with and bind the Property and are binding and enforceable upon, and will inure to the
benefit of, the Parties and their successors and assigns. Upon an assignment that complies with
either Section 8.6(a) or Section 8.6(b), as applicable, Owner will no longer be considered an Owner
with respect to the property assigned and will be released from, and will no longer have any rights
or obligations under, this Agreement with respect to the property assigned except Owner will not
be released from any of its obligations under this Agreement arising before such assignment. If
the assignee is an entity that is indirectly or directly controlling, controlled by, or under common
control with Owner, or any entity that acquires all or substantially all of Owner’s assets, then that
Owner and the assignee will be jointly and severally liable to City for all obligations in this
Agreement. In no event will Owner have any right of approval or consent over amendments or
extensions of this Agreement following Owner’s assignment. This Agreement will control any
conflict between this Agreement and the terms of any assignment, or any document related to any
assignment. Any assignment that does not comply with this section is void and will constitute a
default of this Agreement by Owner.
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8.7. No Partnership or Joint Venture; Third Parties. It is not intended by this
Agreement to, and nothing contained in this Agreement will, create any partnership, joint venture,
or other arrangement between the Parties. No term or provision of this Agreement is intended to,
or will be for the benefit of any person, firm, or entity not a party hereto, and no such other person,
firm, or entity will have any right or cause of action hereunder.
8.8. Waiver. No delay in exercising any right or remedy will constitute a waiver
thereof, and no waiver of any breach will be construed as a waiver of any preceding or succeeding
breach of the same or any other covenant or condition of this Agreement. A waiver will not be
effective unless it is in writing and is signed by the Party asserted to have granted such waiver.
8.9. Further Documentation. The Parties agree in good faith to execute such
further or additional instruments and documents and to take such further acts as may be necessary
or appropriate to fully carry out the intent and purpose of this Agreement.
8.10. Fair Interpretation; Construction. The Parties have been represented by
counsel in the negotiation and drafting of this Agreement and this Agreement will be construed
according to the fair meaning of its language. The rule of construction that ambiguities will be
resolved against the Party who drafted a provision will not be employed in interpreting this
Agreement.
8.11. Computation of Time. In computing any period of time under this
Agreement, the date of the act or event from which the designated period of time begins to run
will not be included. The last date of the completed period will be included unless it is a Saturday,
Sunday, or legal holiday, in which event the period will run until the end of the next day which is
not a Saturday, Sunday, or legal holiday. The time for performance of any obligation or taking
any action under this Agreement will be deemed to expire at 5:00 p.m. (Phoenix, Arizona time) on
the last day of the applicable time period provided in this Agreement. A “Business Day” means
a City business day which is any day Monday through Thursday except for a legal holiday.
8.12. Conflict of Interest. Pursuant to A.R.S. § 38-503 and A.R.S. § 38-511, no
member, official, or employee of City will 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 which 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. § 38-513.
8.13. Entire Agreement. This Agreement, together with the recitals (which are
incorporated herein by reference) and the following exhibits attached hereto (which are
incorporated herein by reference), constitute the entire agreement between the Parties:
Exhibit A: Legal Description and Depiction of the Property
Exhibit B: Description and Depiction of Location of the Pecos Road
Improvements
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All prior and contemporaneous agreements, representations, and understandings of the Parties,
oral or written, are superseded by and merged in this Agreement.
8.14. Time of the Essence. Time is of the essence in this Agreement and with
respect to the performance required by each Party hereunder.
8.15. Severability. If any provision of this Agreement is declared void or
unenforceable, such provision will be severed from this Agreement, and this Agreement will
otherwise remain in full force and effect.
8.16. Amendments. Any change, addition, or deletion to this Agreement requires
a written amendment executed by both Parties. Within ten (10) days after any amendment to this
Agreement, such approved amendment will be recorded in the Official Records of Maricopa
County, Arizona.
8.17. Proposition 207 Waiver. Owner hereby waives and releases City
(“Waiver”) from any and all claims under A.R.S. § 12-1134, et seq., including any right to any
permits approved by Maricopa County that are not in compliance with the Mesa City Code, any
right to any 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 Owner, the Project and the Property by this Agreement, City’s approval of Owner’s plans and
specifications for the Project, issuance of any permits, and all related zoning, land use, building
and development matters arising from, relating to, or reasonably inferable from this Agreement or
from any “land use law” (as such term is defined in the aforementioned statute sections). The
terms of this Waiver will run with the Property and will be binding upon all subsequent
landowners, assignees, lessees, and successors, and will survive the termination, cancellation, or
expiration of this Agreement.
8.18. Prior Appropriation. Notice is hereby given that pursuant to A.R.S. § 42-
17106, the City is a governmental agency which relies upon the appropriation of funds by its
governing body to satisfy its obligations.
8.19. Survival. The provisions contained in Section 3.4 (Rights-of-way and
Easements), Section 7.1 (Indemnity), and Section 8.17 (Proposition 207 Waiver) will survive the
termination, cancellation, or expiration of this Agreement.
8.20. Counterparts. This Agreement may be executed in one (1) or more
counterparts, each of which will be an original but all of which will constitute one (1) and the same
instrument.
8.21. Definitions. The terms in this section, wherever used in this Agreement,
whether the term is capitalized or not, will be construed as defined in this section unless, clearly
from the context, a different meaning is intended. 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. All references to laws or regulations mean such laws and
regulations as amended or replaced.
{00605243.2} 11

a. “Agreement” means this Agreement, as amended and restated or
supplemented in writing from time to time and includes all exhibits and schedules hereto.
References to articles, sections, or exhibits are to this Agreement unless otherwise qualified. The
Recitals set forth in paragraphs A through G, inclusive, are incorporated into this Agreement by
reference and form a part of this Agreement.
b. “Applicable Laws” means federal, state, county, and City laws
(statutory and common), codes, ordinances, rules, regulations, and official policies and
requirements that apply to the Property, the Project, or both, all as they may be amended from time
to time.
c. “A.R.S.” means the Arizona Revised Statutes as now or hereafter
enacted or amended.
d. “Business Day” means as defined in Section 8.11.
e. “City” means as defined as defined on the first (1st) page of this
Agreement.
f. “City Indemnified Party(-ies)” means as defined in Section 7.1.
g. “Claims” means as defined in Section 7.1.
h. “Complete Construction” means as defined in Section 3.2(a).
i. “Default” means as defined in Section 6.1.
j. “Defaulting Party” means as defined in Section 6.1.
k. “Deferral Period” means as defined in Section 3.2.
l. “Effective Date” means as defined in Section 5.
m. “Fee” means as defined in Section 2.2.
n. “Including” and “Includes” mean “including but not limited to”
and “including without limitation.”
o. “Indemnity” means as defined in Section 7.1.
p. “MLM Customer” means as defined Mesa City Code Title 8
Chapter 10.
q. “Non-defaulting Party" means as defined in Section 6.1.
{00605243.2} 12

r. “Notice of Default” means as defined in Section 6.1.
s. “Owner” means MGC Pure Chemicals America, Inc. and its
permitted successors and assigns.
t. “Party” or “Parties” means as defined on the first (1st) page of this
Agreement and include any such Party’s permitted successors and assigns.
u. “Pecos Road Improvements” means as defined in Section 3.1.
v. “Project” means as defined in Recital B.
w. “Property” means as defined in Recital A.
x. “Public Infrastructure Improvements” means as defined in
Recital C and includes the Pecos Road Improvements.
y. “Rail Spur” means as defined in Recital E.
z. “Tenant” means a tenant, subtenant, licensee, or sublicensee that
occupies any portion of the Property during the term of this Agreement.
aa. “Term” means as defined in Section 5.
bb. “Waiver” means as defined in Section 8.17.
The balance of this page is blank; signatures are on the following two (2) pages.
{00605243.2} 13

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.
“CITY”
CITY OF MESA, ARIZONA,
an Arizona municipal corporation
____________________________________
By: Scott Butler
Its: City Manager
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me, a notary public, this ___
day of __________, 202_, by Scott Butler, the City Manager of the City of Mesa, an Arizona
municipal corporation, who acknowledged that he signed the foregoing instrument on behalf of
City.
Notary Public
My Commission Expires:
________________________________
{00605243.2} 14

“OWNER”
MGC PURE CHEMICALS AMERICA, INC.,
an Arizona corporation
____________________________________
By:
Its:
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me, a notary public, this ___
day of _________, 202_, by ______________________, the _________________ of MGC Pure
Chemicals America, Inc., an Arizona corporation, who acknowledged that he signed the foregoing
instrument on behalf of Owner.
Notary Public
My Commission Expires:
_____________________________
{00605243.2} 15

EXHIBIT A TO THE DEVELOPMENT AGREEMENT
Legal Description and Depiction of the Property
{00605243.2}

PARCEL 1:
THAT PART OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE GILA AND SALT RIVER BASE AND
MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 36;
THENCE ALONG THE SOUTH LINE OF SAID SECTION, SAID LINE ALSO BEING THE MONUMENT LINE OF
PECOS ROAD, SOUTH 89 DEGREES 26 MINUTES 55 SECONDS EAST, A DISTANCE OF 2419.65 FEET;
THENCE LEAVING SAID SECTION LINE AND SAID MONUMENT LINE, ALONG THE MONUMENT LINE OF
MOUNTAIN ROAD, NORTH 00 DEGREES 23 MINUTES 13 SECONDS WEST, A DISTANCE OF 961.96 FEET, TO
THE POINT OF BEGINNING;
THENCE LEAVING SAID MONUMENT LINE, ALONG A LINE PARALLEL WITH THE SOUTH LINE OF SAID
SECTION, NORTH 89 DEGREES 26 MINUTES 55 SECONDS WEST, A DISTANCE OF 1033.62 FEET;
THENCE LEAVING SAID PARALLEL LINE, ALONG A LINE 64.00 FEET EASTERLY OF AND PARALLEL WITH THE
WESTERLY LINE OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION, NORTH 00°14’09"
WEST, A DISTANCE OF 120.75 FEET;
THENCE LEAVING SAID PARALLEL LINE, NORTH 88 DEGREES 45 MINUTES 51 SECONDS EAST, A DISTANCE
OF 25.50 FEET;
THENCE ALONG A LINE 89.50 FEET EASTERLY OF AND PARALLEL WITH THE WESTERLY LINE OF THE EAST
HALF OF THE SOUTHWEST QUARTER OF SAID SECTION, NORTH 00 DEGREES 14 MINUTES 09 SECONDS
WEST, A DISTANCE OF 89.06 FEET;
THENCE LEAVING SAID PARALLEL LINE, SOUTH 89 DEGREES 45 MINUTES 51 SECONDS WEST, A DISTANCE
OF 25.50 FEET;
THENCE ALONG A LINE 64.00 FEET EASTERLY OF AND PARALLEL WITH THE WESTERLY LINE OF THE EAST
HALF OF THE SOUTHWEST QUARTER OF SAID SECTION, NORTH 00 DEGREES 14 MINUTES 09 SECONDS
WEST, A DISTANCE OF 109.65 FEET;
THENCE LEAVING SAID PARALLEL LINE, NORTH 89 DEGREES 36 MINUTES 47 SECONDS EAST, A DISTANCE
OF 714.81 FEET;
THENCE ALONG A LINE PARALLEL WITH THE MONUMENT LINE OF MOUNTAIN ROAD, SOUTH 00 DEGREES
23 MINUTES 13 SECONDS EAST, A DISTANCE OF 245.17 FEET;
THENCE LEAVING SAID PARALLEL LINE, SOUTH 89 DEGREES 26 MINUTES 55 SECONDS EAST, A DISTANCE
OF 317.87 FEET, TO THE MONUMENT LINE OF MOUNTAIN ROAD;
THENCE ALONG SAID MONUMENT LINE, SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST, A DISTANCE
OF 86.01 FEET, TO THE POINT OF BEGINNING;
EXCEPT ALL MINERALS, ORES AND METALS OF EVERY KIND AND CHARACTER, COAL, ASPHALTUM, OIL,
GASES, FERTILIZERS, FOSSILS AND OTHER LIKE SUBSTANCES AS RESERVED IN PATENT RECORDED IN
BOOK 147 OF DEEDS, PAGE 283.
{00605243.2}

PARCEL 2:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, ALONG THE SOUTHERLY LINE OF SAID
SECTION 36, A DISTANCE OF 1704.62 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0 DEGREES 23 MINUTES 13 SECONDS WEST, BEING PARALLEL WITH THE CENTERLINE OF
THAT CERTAIN ROAD KNOWN AS MOUNTAIN ROAD AS PER EXHIBIT “A”, M.C.H.D. 68623, A DISTANCE OF
715.05 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, BEING PARALLEL WITH THE SAID SOUTHERLY
LINE OF SECTION 36, A DISTANCE OF 715.06 FEET TO A POINT ON THE CENTERLINE OF MOUNTAIN ROAD;
THENCE SOUTH 0 DEGREES 23 MINUTES 13 SECONDS EAST, ALONG THE SAID CENTERLINE OF MOUNTAIN
ROAD, A DISTANCE OF 715.05 FEET TO A POINT ON SAID SOUTHERLY LINE OF SECTION 36 AND FROM
WHICH POINT THE SOUTH QUARTER CORNER OF SAID SECTION 36 BEARS SOUTH 89 DEGREES 27
MINUTES 16 SECONDS EAST, 219.30 FEET DISTANT THEREFROM;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, ALONG SAID SOUTHERLY LINE OF SECTION
36, A DISTANCE OF 715.06 FEET TO THE TRUE POINT OF BEGINNING;
EXCEPT THE SOUTH 65.00 FEET THEREOF;
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
THAT PORTION OF A STRIP OF LAND LOCATED WITHIN SECTION 36, TOWNSHIP I SOUTH, RANGE 7 EAST OF
THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, AND WHICH IS ALSO
PARTIALLY LOCATED WITHIN THE ABOVE DESCRIBED PARCEL OF LAND, SAID STRIP BEING 90.00 FEET IN
WIDTH AND BEING 45.00 FEET (MEASURED AT RIGHT ANGLES) ON EACH SIDE OF THE FOLLOWING
DESCRIBED CENTERLINE:
COMMENCING AT THE SOUTHWEST CORNER OF SAID. SECTION;
THENCE ALONG THE SOUTH LINE OF SAID SECTION, NORTH 89 DEGREES 58 MINUTES 10 SECONDS EAST A
DISTANCE OF 2419.68 FEET TO THE TRUE POINT OF BEGINNING;
THENCE LEAVING SAID SOUTH LINE, NORTH 00 DEGREES 57 MINUTES 47 SECONDS WEST, A DISTANCE OF
2978.16 FEET TO THE POINT OF CURVATURE OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF
1432.39 FEET AND A CENTRAL ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY;
THENCE NORTH 19 DEGREES 34 MINUTES 59 SECONDS EAST, A DISTANCE OF 105.48 FEET TO THE POINT
OF CURVATURE OF A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 1432.39 FEET AND A CENTRAL
ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY SAID
POINT BEING ON THE NORTH-SOUTH MIDSECTION LINE OF SAID SECTION;
THENCE ALONG SAID LINE, NORTH 00 DEGREES 57 MINUTES 47 SECONDS EAST, A DISTANCE OF 1202.06
FEET, TO THE NORTH ONE-QUARTER CORNER OF SAID SECTION AND THE TERMINUS OF THE HEREIN
DESCRIBED CENTERLINE FROM WHICH THE NORTHWEST CORNER OF SAID SECTION BEARS A DISTANCE
OF 2634.02 FEET.
EXCEPT ALL MINERALS, ORES AND METALS OF EVERY KIND AND CHARACTER, COAL, ASPHALTUM, OIL,
GASES, FERTILIZERS, FOSSILS AND OTHER LIKE SUBSTANCES AS RESERVED IN PATENT RECORDED IN
BOOK 147 OF DEEDS, PAGE 283.
{00605243.2}

PARCEL 3:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE MARICOPA COUNTY ALUMINUM CAP STAMPED 36563 MARKING THE SOUTHWEST
CORNER OF SAID SECTION 36 FROM WHICH A MARICOPA COUNTY BRASS CAP STAMPED 36563 MARKING
THE SOUTH QUARTER CORNER OF SAID SECTION 36 BEARS SOUTH 89 DEGREES 27 MINUTES 16 SECONDS
EAST 2638.97 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 1379.50 FEET ALONG THE MONUMENT LINE
OF PECOS ROAD AND THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE EAST LINE OF THE WEST
60.00 FEET OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36;
THENCE NORTH 00 DEGREES 14 MINUTES 10 SECONDS WEST 715.02 FEET ALONG SAID EAST LINE TO THE
POINT OF BEGINNING;
THENCE NORTH 00 DEGREES 14 MINUTES 10 SECONDS WEST 246.93 FEET CONTINUING ALONG SAID EAST
LINE TO THE SOUTH LINE OF THAT PARCEL AS DESCRIBED IN 1994-0853563, OFFICIAL RECORDS OF
MARICOPA COUNTY ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 498.94 FEET ALONG SAID SOUTH LINE TO A
LINE WHICH IS 538.63 FEET WEST OF AND PARALLEL WITH THE CENTERLINE OF MOUNTAIN ROAD AS
DESCRIBED IN DOCUMENT NO. 1990-0286930, OFFICIAL RECORDS OF MARICOPA COUNTY ARIZONA;
THENCE SOUTH 00 DEGREES 23 MINUTES 16 SECONDS EAST 246.94 FEET ALONG SAID PARALLEL LINE;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST 499.59 FEET ALONG A LINE WHICH IS 714.96
FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE POINT OF
BEGINNING.
EXCEPT ALL MINERALS, ORES AND METALS OF EVERY KIND AND CHARACTER, COAL, ASPHALTUM, OIL,
GASES, FERTILIZERS, FOSSILS AND OTHER LIKE SUBSTANCES AS RESERVED IN PATENT RECORDED IN
BOOK 147 OF DEEDS, PAGE 283.
{00605243.2}

PARCEL 4:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 36; THENCE SOUTH 89 DEGREES 27
MINUTES 16 SECONDS EAST (NORTH 89 DEGREES 58 MINUTES 10 SECONDS EAST M.C.H.D.) ALONG THE
SOUTHERLY LINE OF SAID SECTION 36, A DISTANCE OF 1319.49 FEET TO THE SOUTHWEST CORNER OF THE
EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36, SAID POINT ALSO BEING THE POINT OF
BEGINNING AND THE SOUTHWEST CORNER OF PARCEL G, AS SHOWN ON THE SURVEY MAP BY PINNACLE
ENGINEERING, INC., JOB NO. 86P118;
THENCE NORTH 00 DEGREES 13 MINUTES 50 SECONDS WEST, ALONG THE WESTERLY LINE OF SAID EAST
HALF OF THE SOUTHWEST QUARTER OF SECTION 36, A DISTANCE OF 1033.26 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, BEING PARALLEL WITH THE SAID SOUTHERLY
LINE OF SAID SECTION 36, A DISTANCE OF 1096.58 FEET (RECORD)(1097.37 MEASURED) TO A POINT ON
THE CENTERLINE OF MOUNTAIN ROAD;
THENCE SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST (SOUTH 00 DEGREES 57 MINUTES 47
SECONDS EAST) ALONG THE CENTERLINE OF A 110.00 FOOT STRIP, BEING 55.00 FEET ON EACH SIDE AS
MEASURED AT RIGHT ANGLES, AS PER SAID EXHIBIT “A” MCHD NO. 68623 MOUNTAIN ROAD, A DISTANCE
OF 1033.26 FEET TO A POINT ON THE SAID SOUTHERLY LINE OF SECTION 36;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, ALONG THE SAID SOUTHERLY LINE OF SAID
SECTION 36, A DISTANCE OF 1100.19 FEET TO THE POINT OF BEGINNING;
EXCEPT THE SOUTH 65 FEET;
EXCEPT THE WEST 60 FEET;
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
THAT PORTION OF A STRIP OF LAND LOCATED WITHIN SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF
THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, SAID STRIP BEING 90.00
FEET IN WIDTH AND BEING 45 FEET (MEASURED AT RIGHT ANGLES) ON EACH SIDE OF THE FOLLOWING
DESCRIBED CENTERLINE:
COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 36;
THENCE ALONG THE SOUTH LINE OF SAID SECTION 36, NORTH 89 DEGREES 58 MINUTES 10 SECONDS
EAST, A DISTANCE OF 2419.68 FEET TO THE POINT OF BEGINNING;
THENCE LEAVING SAID SOUTH LINE, NORTH 00 DEGREES 57 MINUTES 47 SECONDS WEST, A DISTANCE OF
2978.16 FEET TO THE POINT OF CURVATURE OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF
1432.39 FEET AND A CENTRAL ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY;
THENCE NORTH 19 DEGREES 34 MINUTES 59 SECONDS EAST, A DISTANCE OF 105.48 FEET TO THE POINT
OF CURVATURE OF A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 1432.39 FEET AND A CENTRAL
ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY SAID
POINT BEING ON THE NORTH-SOUTH MIDSECTION LINE OF SAID SECTION;
THENCE NORTH 19 DEGREES 34 MINUTES 59 SECONDS EAST, A DISTANCE OF 105.48 FEET TO THE POINT
OF CURVATURE OF A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 1432.39 FEET AND A CENTRAL
ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY SAID
POINT BEING ON THE NORTH-SOUTH MIDSECTION LINE OF SAID SECTION;
THENCE ALONG SAID LINE, NORTH 00 DEGREES 57 MINUTES 47 SECONDS EAST, A DISTANCE OF 1202.06
FEET, TO THE NORTH ONE-QUARTER CORNER OF SAID SECTION AND THE TERMINUS OF THE HEREIN
DESCRIBED CENTERLINE FROM WHICH THE NORTHWEST CORNER OF SAID SECTION BEARS A DISTANCE
OF 2634.02 FEET.
{00605243.2}

PARCEL 4 (CONTINUED):
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, ALONG THE SOUTHERLY LINE OF SAID
SECTION 36, A DISTANCE OF 1704.62 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0 DEGREES 23 MINUTES 13 SECONDS WEST, BEING PARALLEL WITH THE CENTERLINE OF
THAT CERTAIN ROAD KNOWN AS MOUNTAIN ROAD AS PER EXHIBIT “A”, M.C.H.D. 68623, A DISTANCE OF
715.05 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, BEING PARALLEL WITH THE SAID SOUTHERLY
LINE OF SECTION 36, A DISTANCE OF 715.06 FEET TO A POINT ON THE CENTERLINE OF MOUNTAIN ROAD;
THENCE SOUTH 0 DEGREES 23 MINUTES 13 SECONDS EAST, ALONG THE SAID CENTERLINE OF MOUNTAIN
ROAD, A DISTANCE OF 715.05 FEET TO A POINT ON SAID SOUTHERLY LINE OF SECTION 36 AND FROM
WHICH POINT THE SOUTH QUARTER CORNER OF SAID SECTION 36 BEARS SOUTH 89 DEGREES 27
MINUTES 16 SECONDS EAST, 219.30 FEET DISTANT THEREFROM;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, ALONG SAID SOUTHERLY LINE OF SECTION
36, A DISTANCE OF 715.06 FEET TO THE TRUE POINT OF BEGINNING;
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE MARICOPA COUNTY ALUMINUM CAP STAMPED 36563 MARKING THE SOUTHWEST
CORNER OF SAID SECTION 36 FROM WHICH A MARICOPA COUNTY BRASS CAP STAMPED 36563 MARKING
THE SOUTH QUARTER CORNER OF SAID SECTION 36 BEARS SOUTH 89 DEGREES 27 MINUTES 16 SECONDS
EAST 2,638.97 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 1379.50 FEET ALONG THE MONUMENT LINE
OF PECOS ROAD AND THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE EAST LINE OF THE WEST
60.00 FEET OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36;
THENCE NORTH 00 DEGREES 14 MINUTES 70 SECONDS WEST 961.95 FEET ALONG SAID EAST LINE TO THE
SOUTH LINE OF THAT PARCEL DESCRIBED IN DOCUMENT NO. 94-0853563, RECORDS OF MARICOPA
COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 76 SECONDS EAST 498.94 FEET ALONG SAID SOUTH LINE TO THE
POINT OF BEGINNING;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 483.69 FEET CONTINUING ALONG SAID
SOUTH LINE TO THE WEST LINE OF MOUNTAIN ROAD AS DESCRIBED IN DOCUMENT NO. 90-0286930,
RECORDS OF MARICOPA COUNTY; ARIZONA;
THENCE SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST 246.94 FEET ALONG SAID WEST LINE;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST 483.69 FEET ALONG A LINE WHICH IS 714.96
FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO A LINE WHICH IS
538.63 FEET WEST OF AND PARALLEL WITH THE CENTERLINE OF MOUNTAIN ROAD AS DESCRIBED IN
DOCUMENT NO. 90-0286930, RECORDS OF MARICOPA COUNTY, ARIZONA;
THENCE NORTH 00 DEGREES 23 MINUTES 16 SECONDS WEST 246.94 FEET ALONG SAID PARALLEL LINE TO
THE POINT OF BEGINNING.
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE MARICOPA COUNTY ALUMINUM CAP STAMPED 36563 MARKING THE SOUTHWEST
CORNER OF SAID SECTION 36 FROM WHICH A MARICOPA COUNTY BRASS CAP STAMPED 36563 MARKING
THE SOUTH QUARTER CORNER OF SAID SECTION 36 BEARS SOUTH 89 DEGREES 27 MINUTES 16 SECONDS
EAST 2638.97 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 1379.50 FEET ALONG THE MONUMENT LINE
OF PECOS ROAD AND THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE EAST LINE OF THE WEST
60.00 FEET OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36;
THENCE NORTH 00 DEGREES 14 MINUTES 10 SECONDS WEST 715.02 FEET ALONG SAID EAST LINE TO THE
POINT OF BEGINNING;
{00605243.2}

PARCEL 4 (CONTINUED):
THENCE NORTH 00 DEGREES 14 MINUTES 10 SECONDS WEST 246.93 FEET CONTINUING ALONG SAID EAST
LINE TO THE SOUTH LINE OF THAT PARCEL AS DESCRIBED IN DOCUMENT NO. 94-0853563, RECORDS OF
MARICOPA COUNTY ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 498.94 FEET ALONG SAID SOUTH LINE TO A
LINE WHICH IS 538.63 FEET WEST OF AND PARALLEL WITH THE CENTERLINE OF MOUNTAIN ROAD AS
DESCRIBED IN DOCUMENT NO. 90-0286930, RECORDS OF MARICOPA COUNTY ARIZONA;
THENCE SOUTH 00 DEGREES 23 MINUTES 16 SECONDS EAST 246.94 FEET ALONG SAID PARALLEL LINE;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST 499.59 FEET ALONG A LINE WHICH IS 714.96
FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE POINT OF
BEGINNING.
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, ALONG THE SOUTHERLY LINE OF SAID
SECTION 36, A DISTANCE OF 1319.49 FEET TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF
THE SOUTHWEST QUARTER OF SAID SECTION 36, SAID POINT ALSO BEING THE TRUE POINT OF
BEGINNING;
THENCE NORTH 00 DEGREES 13 MINUTES 50 SECONDS WEST, ALONG THE WESTERLY LINE OF THE EAST
HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36, A DISTANCE OF 2182.17 FEET TO A POINT FROM
WHICH THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID
SECTION 36, BEARS NORTH 00 DEGREES 13 MINUTES 50 SECONDS WEST, 467.63 FEET DISTANT
THEREFROM;
SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 2,638.97 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 1379.50 FEET ALONG THE MONUMENT LINE
OF PECOS ROAD AND THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE EAST LINE OF THE WEST
60.00 FEET OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36;
THENCE NORTH 00 DEGREES 14 MINUTES 70 SECONDS WEST 961.95 FEET ALONG SAID EAST LINE TO THE
SOUTH LINE OF THAT PARCEL DESCRIBED IN DOCUMENT NO. 94-0853563, RECORDS OF MARICOPA
COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 76 SECONDS EAST 498.94 FEET ALONG SAID SOUTH LINE TO THE
POINT OF BEGINNING;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 483.69 FEET CONTINUING ALONG SAID
SOUTH LINE TO THE WEST LINE OF MOUNTAIN ROAD AS DESCRIBED IN DOCUMENT NO. 90-0286930,
RECORDS OF MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST 246.94 FEET ALONG SAID WEST LINE;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST 483.69 FEET ALONG A LINE WHICH IS 714.96
FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO A LINE WHICH IS
538.63 FEET WEST OF AND PARALLEL WITH THE CENTERLINE OF MOUNTAIN ROAD AS DESCRIBED IN
DOCUMENT NO. 90-0286930, RECORDS OF MARICOPA COUNTY, ARIZONA;
THENCE NORTH 00 DEGREES 23 MINUTES 16 SECONDS WEST 246.94 FEET ALONG SAID PARALLEL LINE TO
THE POINT OF BEGINNING.
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE MARICOPA COUNTY ALUMINUM CAP STAMPED 36563 MARKING THE SOUTHWEST
CORNER OF SAID SECTION 36 FROM WHICH A MARICOPA COUNTY BRASS CAP STAMPED 36563 MARKING
THE SOUTH QUARTER CORNER OF SAID SECTION 36 BEARS SOUTH 89 DEGREES 27 MINUTES 16 SECONDS
EAST 2638.97 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 1379.50 FEET ALONG THE MONUMENT LINE
OF PECOS ROAD AND THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE EAST LINE OF THE WEST
60.00 FEET OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36;
{00605243.2}

PARCEL 4 (CONTINUED):
THENCE NORTH 00 DEGREES 14 MINUTES 10 SECONDS WEST 715.02 FEET ALONG SAID EAST LINE TO THE
POINT OF BEGINNING;
THENCE NORTH 00 DEGREES 14 MINUTES 10 SECONDS WEST 246.93 FEET CONTINUING ALONG SAID EAST
LINE TO THE SOUTH LINE OF THAT PARCEL AS DESCRIBED IN DOCUMENT NO. 94-0853563, RECORDS OF
MARICOPA COUNTY ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 498.94 FEET ALONG SAID SOUTH LINE TO A
LINE WHICH IS 538.63 FEET WEST OF AND PARALLEL WITH THE CENTERLINE OF MOUNTAIN ROAD AS
DESCRIBED IN DOCUMENT NO. 90-0286930, RECORDS OF MARICOPA COUNTY ARIZONA;
THENCE SOUTH 00 DEGREES 23 MINUTES 16 SECONDS EAST 246.94 FEET ALONG SAID PARALLEL LINE;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST 499.59 FEET ALONG A LINE WHICH IS 714.96
FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE POINT OF
BEGINNING.
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, ALONG THE SOUTHERLY LINE OF SAID
SECTION 36, A DISTANCE OF 1319.49 FEET TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF
THE SOUTHWEST QUARTER OF SAID SECTION 36, SAID POINT ALSO BEING THE TRUE POINT OF
BEGINNING;
THENCE NORTH 00 DEGREES 13 MINUTES 50 SECONDS WEST, ALONG THE WESTERLY LINE OF THE EAST
HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36, A DISTANCE OF 2182.17 FEET TO A POINT FROM
WHICH THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID
SECTION 36, BEARS NORTH 00 DEGREES 13 MINUTES 50 SECONDS WEST, 467.63 FEET DISTANT
THEREFROM;
THENCE SOUTH 89 DEGREES 20 MINUTES 53 SECONDS EAST, BEING PARALLEL WITH THE EAST-WEST
MIDSECTION LINE OF SAID SECTION 36, A DISTANCE OF 1094.27 FEET TO A POINT ON THE CENTERLINE OF
THAT CERTAIN ROAD KNOWN AS MOUNTAIN ROAD AS PER EXHIBIT “A” M.C.H.D NO. 68623, MOUNTAIN
ROAD;
THENCE CONTINUING SOUTH 89 DEGREES 20 MINUTES 53 SECONDS EAST, BEING PARALLEL WITH THE
SAID EAST-WEST MIDSECTION LINE OF SECTION 36, A DISTANCE OF 1.21 FEET;
THENCE SOUTH 00 DEGREES 13 MINUTES 50 SECONDS EAST, BEING PARALLEL WITH AND 1095.35 FEET
EASTERLY OF, AS MEASURED AT RIGHT ANGLES TO, THE WESTERLY LINE OF THE SAID EAST HALF OF THE
SOUTHWEST QUARTER OF SECTION 36, A DISTANCE OF 196.23 FEET;
THENCE NORTH 89 DEGREES 24 MINUTES 39 SECONDS WEST, 0.67 FEET TO A POINT ON THE SAID
CENTERLINE OF MOUNTAIN ROAD;
THENCE SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST, ALONG THE SAID CENTERLINE OF
MOUNTAIN ROAD, A DISTANCE OF 1022.00 FEET TO A POINT FROM WHICH A POINT MARKING THE
INTERSECTION OF THE SAID CENTERLINE OF MOUNTAIN ROAD AND THE SOUTHERLY LINE OF SAID
SECTION 36, BEARS SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST, 961.99 FEET DISTANT
THEREFROM;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, BEING PARALLEL WITH THE SAID
SOUTHERLY LINE OF SECTION 36, A DISTANCE OF 1037.56 FEET;
THENCE SOUTH 00 DEGREES 13 MINUTES 50 SECONDS EAST, BEING PARALLEL WITH AND 60.00 FEET
EASTERLY OF THE SAID WESTERLY LINE OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 36,
A DISTANCE OF 961.95 FEET TO A POINT ON THE SAID SOUTHERLY LINE OF SECTION 36;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, ALONG THE SAID SOUTHERLY LINE OF
SECTION 36, A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING.
{00605243.2}

PARCEL 4 (CONTINUED):
EXCEPT ALL MINERALS, ORES AND METALS OF EVERY KIND AND CHARACTER, COAL, ASPHALTUM, OIL,
GASES, FERTILIZERS, FOSSILS AND OTHER LIKE SUBSTANCES AS RESERVED IN PATENT RECORDED IN
BOOK 147 OF DEEDS, PAGE 283.
{00605243.2}

PARCEL 5:
THAT PART OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 36;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST (NORTH 89 DEGREES 58 MINUTES 10
SECONDS EAST MCHD) ALONG THE SOUTHERLY LINE OF SAID SECTION 36, A DISTANCE OF 1319.49 FEET
TO THE SOUTHWEST CORNER OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36,
SAID POINT ALSO BEING THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF PARCEL G, AS
SHOWN ON THE SURVEY MAP BY PINNACLE ENGINEERING, INC., JOB NO. 86P118;
THENCE NORTH 00 DEGREES 13 MINUTES 50 SECONDS WEST, ALONG THE WESTERLY LINE OF SAID EAST
HALF OF THE SOUTHWEST QUARTER OF SECTION 36, A DISTANCE OF 1033.26 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, BEING PARALLEL WITH THE SAID SOUTHERLY
LINE OF SAID SECTION 36, A DISTANCE OF 1096.58 FEET (RECORD)(1097.37 MEASURED) TO A POINT ON
THE CENTERLINE OF MOUNTAIN ROAD;
THENCE SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST (SOUTH 00 DEGREES 57 MINUTES 47
SECONDS EAST) ALONG THE CENTERLINE OF A 110.00 FOOT STRIP, BEING 55.00 FEET ON EACH SIDE AS
MEASURED AT RIGHT ANGLES, AS PER SAID EXHIBIT “A” MCHD NO. 68623 MOUNTAIN ROAD, A DISTANCE
OF 1033.26 FEET TO A POINT ON THE SAID SOUTHERLY LINE OF SECTION 36;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, ALONG THE SAID SOUTHERLY LINE OF SAID
SECTION 36, A DISTANCE OF 1100.19 FEET TO THE POINT OF BEGINNING;
EXCEPT THE SOUTH 65 FEET;
EXCEPT THE WEST 60 FEET;
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
THAT PORTION OF A STRIP OF LAND LOCATED WITHIN SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF
THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, SAID STRIP BEING 90.00
FEET IN WIDTH AND BEING 45 FEET (MEASURED AT RIGHT ANGLES) ON EACH SIDE OF THE FOLLOWING
DESCRIBED CENTERLINE:
COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 36;
THENCE ALONG THE SOUTH LINE OF SAID SECTION 36, NORTH 89 DEGREES 58 MINUTES 10 SECONDS
EAST, A DISTANCE OF 2419.68 FEET TO THE POINT OF BEGINNING;
THENCE LEAVING SAID SOUTH LINE, NORTH 00 DEGREES 57 MINUTES 47 SECONDS WEST, A DISTANCE OF
2978.16 FEET TO THE POINT OF CURVATURE OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF
1432.39 FEET AND A CENTRAL ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY;
THENCE NORTH19 DEGREES 34 MINUTES 59 SECONDS EAST, A DISTANCE OF 105.48 FEET TO THE POINT
OF CURVATURE OF A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 1432.39 FEET AND A CENTRAL
ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY SAID
POINT BEING ON THE NORTH-SOUTH MIDSECTION LINE OF SAID SECTION;
THENCE NORTH 19 DEGREES 34 MINUTES 59 SECONDS EAST, A DISTANCE OF 105.48 FEET TO THE POINT
OF CURVATURE OF A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 1432.39 FEET AND A CENTRAL
ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY SAID
POINT BEING ON THE NORTH-SOUTH MIDSECTION LINE OF SAID SECTION;
THENCE ALONG SAID LINE, NORTH 00 DEGREES 57 MINUTES 47 SECONDS EAST, A DISTANCE OF 1202.06
FEET, TO THE NORTH ONE-QUARTER CORNER OF SAID SECTION AND THE TERMINUS OF THE HEREIN
DESCRIBED CENTERLINE FROM WHICH THE NORTHWEST CORNER OF SAID SECTION BEARS A DISTANCE
OF 2634.02 FEET.
{00605243.2}

PARCEL 5 (CONTINUED):
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, ALONG THE SOUTHERLY LINE OF SAID
SECTION 36, A DISTANCE OF 1704.62 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0 DEGREES 23 MINUTES 13 SECONDS WEST, BEING PARALLEL WITH THE CENTERLINE OF
THAT CERTAIN ROAD KNOWN AS MOUNTAIN ROAD AS PER EXHIBIT “A”, M.C.H.D. 68623, A DISTANCE OF
715.05 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, BEING PARALLEL WITH THE SAID SOUTHERLY
LINE OF SECTION 36, A DISTANCE OF 715.06 FEET TO A POINT ON THE CENTERLINE OF MOUNTAIN ROAD;
THENCE SOUTH 0 DEGREES 23 MINUTES 13 SECONDS EAST, ALONG THE SAID CENTERLINE OF MOUNTAIN
ROAD, A DISTANCE OF 715.05 FEET TO A POINT ON SAID SOUTHERLY LINE OF SECTION 36 AND FROM
WHICH POINT THE SOUTH QUARTER CORNER OF SAID SECTION 36 BEARS SOUTH 89 DEGREES 27
MINUTES 16 SECONDS EAST, 219.30 FEET DISTANT THEREFROM;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, ALONG SAID SOUTHERLY LINE OF SECTION
36, A DISTANCE OF 715.06 FEET TO THE TRUE POINT OF BEGINNING;
EXCEPT THE SOUTH 65.00 FEET THEREOF;
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
THAT PORTION OF A STRIP OF LAND LOCATED WITHIN SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF
THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, AND WHICH IS ALSO
LOCATED WITHIN THE PARCELS 1 AND 2 HEREIN, SAID STRIP BEING 90.00 FEET IN WIDTH AND BEING 45.00
FEET (MEASURED AT RIGHT ANGLES) ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION;
THENCE ALONG THE SOUTH LINE OF SAID SECTION, NORTH 89 DEGREES 58 MINUTES 10 SECONDS EAST A
DISTANCE OF 2419.68 FEET TO THE TRUE POINT OF BEGINNING;
THENCE LEAVING SAID SOUTH LINE, NORTH 00 DEGREES 57 MINUTES 47 SECONDS WEST, A DISTANCE OF
2978.16 FEET TO THE POINT OF CURVATURE OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF
1432.39 FEET AND A CENTRAL ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY;
THENCE NORTH 19 DEGREES 34 MINUTES 59 SECONDS EAST, A DISTANCE OF 105.48 FEET TO THE POINT
OF CURVATURE OF A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 1432.39 FEET AND A CENTRAL
ANGLE OF 20 DEGREES 32 MINUTES 46 SECONDS;
THENCE NORTHERLY ALONG SAID CURVE A DISTANCE OF 513.65 FEET TO A POINT OF TANGENCY SAID
POINT BEING ON THE NORTH-SOUTH MIDSECTION LINE OF SAID SECTION;
THENCE ALONG SAID LINE, NORTH 00 DEGREES 57 MINUTES 47 SECONDS EAST, A DISTANCE OF 1202.06
FEET, TO THE NORTH ONE-QUARTER CORNER OF SAID SECTION AND THE TERMINUS OF THE HEREIN
DESCRIBED CENTERLINE FROM WHICH THE NORTHWEST CORNER OF SAID SECTION BEARS A DISTANCE
OF 2634.02 FEET;
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE MARICOPA COUNTY ALUMINUM CAP STAMPED 36563 MARKING THE SOUTHWEST
CORNER OF SAID SECTION 36 FROM WHICH A MARICOPA COUNTY BRASS CAP STAMPED 36563 MARKING
THE SOUTH QUARTER CORNER OF SAID SECTION 36 BEARS SOUTH 89 DEGREES 27 MINUTES 16 SECONDS
EAST 2638.97 FEET;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 1379.50 FEET ALONG THE MONUMENT LINE
OF PECOS ROAD AND THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE EAST LINE OF THE WEST
60.00 FEET OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36;
THENCE NORTH 00 DEGREES 14 MINUTES 10 SECONDS WEST 715.02 FEET ALONG SAID EAST LINE TO THE
POINT OF BEGINNING;
{00605243.2}

THENCE NORTH 00 DEGREES 14 MINUTES 10 SECONDS WEST 246.93 FEET CONTINUING ALONG SAID EAST
LINE TO THE SOUTH LINE OF THAT PARCEL AS DESCRIBED IN DOCUMENT NO. 94-0853563, RECORDS OF
MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST 498.94 FEET ALONG SAID SOUTH LINE TO A
LINE WHICH IS 538.63 FEET WEST OF AND PARALLEL WITH THE CENTERLINE OF MOUNTAIN ROAD AS
DESCRIBED IN DOCUMENT NO. 90-0286930, RECORDS OF MARICOPA COUNTY ARIZONA;
THENCE SOUTH 00 DEGREES 23 MINUTES 16 SECONDS EAST 246.94 FEET ALONG SAID PARALLEL LINE;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST 499.59 FEET ALONG A LINE WHICH IS 714.96
FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID SOUTHWEST QUARTER TO THE POINT OF
BEGINNING.
EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 7 EAST OF THE
GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA;
THENCE SOUTH 89 DEGREES 27 MINUTES 16 SECONDS EAST, ALONG THE SOUTHERLY LINE OF SAID
SECTION 36, A DISTANCE OF1319.49 FEET TO THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF
THE SOUTHWEST QUARTER OF SAID SECTION 36, SAID POINT ALSO BEING THE TRUE POINT OF
BEGINNING;
THENCE NORTH 00 DEGREES 13 MINUTES 50 SECONDS WEST, ALONG THE WESTERLY LINE OF THE EAST
HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 36, A DISTANCE OF 2182.17 FEET TO A POINT FROM
WHICH THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID
SECTION 36, BEARS NORTH 00 DEGREES 13 MINUTES 50 SECONDS WEST, 467.63 FEET DISTANT
THEREFROM;
THENCE SOUTH 89 DEGREES 20 MINUTES 53 SECONDS EAST, BEING PARALLEL WITH THE EAST-WEST
MIDSECTION LINE OF SAID SECTION 36, A DISTANCE OF 1094.27 FEET TO A POINT ON THE CENTERLINE OF
THAT CERTAIN ROAD KNOWN AS MOUNTAIN ROAD AS PER EXHIBIT “A” M.C.H.D NO. 68623, MOUNTAIN
ROAD;
THENCE CONTINUING SOUTH 89 DEGREES 20 MINUTES 53 SECONDS EAST, BEING PARALLEL WITH THE
SAID EAST-WEST MIDSECTION LINE OF SECTION 36, A DISTANCE OF 1.21 FEET;
THENCE SOUTH 00 DEGREES 13 MINUTES 50 SECONDS EAST, BEING PARALLEL WITH AND 1095.35 FEET
EASTERLY OF, AS MEASURED AT RIGHT ANGLES TO, THE WESTERLY LINE OF THE SAID EAST HALF OF THE
SOUTHWEST QUARTER OF SECTION 36, A DISTANCE OF 196.23 FEET;
THENCE NORTH 89° 24’ 39” WEST, 0.67 FEET TO A POINT ON THE SAID CENTERLINE OF MOUNTAIN ROAD;
THENCE SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST, ALONG THE SAID CENTERLINE OF
MOUNTAIN ROAD, A DISTANCE OF 1022.00 FEET TO A POINT FROM WHICH A POINT MARKING THE
INTERSECTION OF THE SAID CENTERLINE OF MOUNTAIN ROAD AND THE SOUTHERLY LINE OF SAID
SECTION 36, BEARS SOUTH 00 DEGREES 23 MINUTES 13 SECONDS EAST, 961.99 FEET DISTANT
THEREFROM;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, BEING PARALLEL WITH THE SAID
SOUTHERLY LINE OF SECTION 36, A DISTANCE OF 1037.56 FEET;
THENCE SOUTH 00 DEGREES 13 MINUTES 50 SECONDS EAST, BEING PARALLEL WITH AND 60.00 FEET
EASTERLY OF THE SAID WESTERLY LINE OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 36,
A DISTANCE OF 961.95 FEET TO A POINT ON THE SAID SOUTHERLY LINE OF SECTION 36;
THENCE NORTH 89 DEGREES 27 MINUTES 16 SECONDS WEST, ALONG THE SAID SOUTHERLY LINE OF
SECTION 36, A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPT ALL MINERALS, ORES AND METALS OF EVERY KIND AND CHARACTER, COAL, ASPHALTUM, OIL,
GASES, FERTILIZERS, FOSSILS AND OTHER LIKE SUBSTANCES AS RESERVED IN PATENT RECORDED IN
BOOK 147 OF DEEDS, PAGE 283.
{00605243.2}

EXHIBIT B TO THE DEVELOPMENT AGREEMENT
Description and Depiction of Location of the Pecos Road Improvements
The Right-of-Way Improvements to East Pecos Road, along the southern boundary of the
Property, from the most western boundary of the Property continuing to and ending at South
Mountain Road, as required by the following subsections of Mesa City Code Section 9-8-3(H)
(which such Right-of-Way Improvements are commonly referred to as “half-street
improvements”):
 9-8-3(H)(1) titled “Streets”
 9-8-3(H)(3) titled “Sidewalks”
 9-8-3(H)(8) titled “Streetlights”
 9-8-3(H)(9) titled “Traffic Control Devices”
 9-8-3(H)(10) titled “Street Name Signs”
 9-8-3(H)(11) titled “Survey Monuments”
{00605243.2}

For the avoidance of doubt, the Right-of-Way Improvements to streets or along frontages of the
Property other than East Pecos Road required by the Mesa City Code, and the Right-of-Way
Improvements to or along frontages of Pecos Road required by the following subsections of Mesa
City Code Section 9-8-3(H), are not a part of the Pecos Road Improvements and are therefore not
deferred by this Agreement:
 9-8-3(H)(2) titled “Alleys”
 9-8-3(H)(4) titled “Water and Sewer Lines”
 9-8-3(H)(5) titled “Fire Hydrants”
 9-8-3(H)(6) titled “Irrigation Lines and Ditches”
 9-8-3(H)(7) titled “Storm Drainage”
{00605243.2}