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When recorded return to: City Clerk, City of El Mirage 10000 N. El Mirage Road EI Mirage, Arizona 85335 Exempt under A.R.S. § 11-1134(A)(2) DRAINAGE AND RETENTION BASIN EASEMENT AGREEMENT THIS DRAINAGE AND RETENTION BASIN EASEMENT AGREEMENT (this “Agreement”) is made and entered into effective as of September 21, 2022 by and between DPML Copperwing LLC, a Delaware limited liability company (“Grantor”) and the City of El Mirage, Arizona (“Grantee”). RECITALS A. Grantor is the owner of that certain real property situated in the City of El Mirage, Maricopa County, State of Arizona, as legally described on Exhibit A attached hereto and made a part hereof (““Grantor’s Property”). B. Grantee has requested Grantor to grant to Grantee an easement for a drainage and retention basin, storm pipe and associated drywell purposes in, under, and upon Grantor’s Property in the area legally described and depicted on Exhibit B attached hereto and made a part hereof (the “Easement Area”), and Grantor is willing to grant such easement to Grantee upon the provisions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt of which is hereby acknowledged, Grantor and Grantee hereby agree as follows: 1. Grant_of Easement. Subject to the terms of this Agreement and to all matters, documents, easements and conditions of record, Grantor hereby grants, gives, and conveys to Grantee, for the purposes herein stated and for no other purpose, a non-exclusive easement for a drainage and retention basin, storm pipe and associated drywell purposes as described herein in, under, and upon the Easement Area (the “Easement”). 2. Duration of Easement. The Easement shall continue in perpetuity, commencing upon the recordation of this Agreement and terminating as set forth in Sections 8 and/or 15 below. Page 1 of 12 Retention Basin Easement August 17, 2022 3: Use of Easement Area. The use of the Easement Area by Grantee shall be limited exclusively to the purposes of construction, maintenance, repair, replacement and operation of a drainage and retention basin, storm pipe and associated drywells (collectively, the “Retention Facilities”) in, under and upon the Easement Area and uses incidental to such purposes. Such uses of the Easement Area by Grantee shall be at Grantee’s sole cost and expense. As used herein “drainage” shall mean the flow of normal and excess rainwater runoff from the tributary area located to the north of the Easement Area. 4, Condition of Easement Area. Grantor does not warrant or represent that the Easement Area is safe, healthful or suitable for the purposes for which it is permitted to be used under the terms of this Agreement, and Grantee accepts the Easement Area in its present condition. 5. Grantee Work Within Easement Area. 5.1 Grantee or its assigns shall have the right to enter the Easement Area at all times as necessary to construct, maintain, repair and replace the Retention Facilities located thereon. Grantee shall be responsible, at its sole cost and expense, for all such work. 5.2. When any construction, repairs, replacements or maintenance of the Retention Facilities within the Easement Area is performed by Grantee, it will be made upon reasonable advance notice to Grantor (except in case of an emergency, in which event no prior notice shall be required) at a time which is reasonable and performed in a manner which will reasonably create the least interference with the use of Grantor’s Property. 5:3 In the event that Grantee disturbs any of Grantor’s Property or improvements (including without limitation Grantor’s Irrigation Facilities, as hereinafter defined) in connection with the exercise of Grantee’s rights hereunder, Grantee, at Grantee’s sole cost and expense, shall promptly restore the land and/or improvements affected thereby substantially to the condition existing prior to the time of such disturbance and to Grantor’s reasonable satisfaction. 5.4 All work performed by Grantee within the Easement Area shall be performed in a lien-free, good and workmanlike manner and in accordance with the requirements of all applicable government ordinances, codes, regulations and laws. If Grantee learns of any claim or action pertaining to mechanics’ or materialmen’s liens, Grantee shall give prompt notice of the same to Grantor. In the event any mechanic's or materialman's lien is filed against the Easement Area, any other part of Grantor’s Property, or any other property owned by Grantor in connection with work for or on behalf of Grantee, then Grantee shall, within ten (10) business days after notice of filing, cause the same to be discharged of record, provided, however, that Grantee may contest such liens or encumbrances as long as such contest prevents foreclosure of the lien or encumbrance and Grantee causes such lien or encumbrance to be bonded or insured over in a manner reasonably satisfactory to Grantor within such ten (10) business day period. If Grantee fails to remove of record or bond or insure over any lien as required by this Section 5.4, then Grantor shall have the right, but not the obligation, to satisfy such lien, and the amounts expended Page 2 of 12 Retention Basin Easement July 7, 2022 oisaeiiiibaane by Grantor in connection with satisfying such lien (including without limitation reasonable attorneys’ fees) plus a fee of 10% of the amount of such lien shall immediately be due and payable by Grantee to Grantor. 6. Grantor’s Irrigation Facilities. Grantee agrees that Grantor’s existing irrigation ditch and associated underground pipeline located in the existing and proposed future Peoria Avenue right of way adjacent to the Easement Area (the “Grantor’s Irrigation Facilities”) shall be allowed to remain in place and shall not be affected or disturbed by the Retention Facilities. ie Reservations. The Easement is subject to a general reservation and right in Grantor to use any portion of land within, above, below, or around the Easement Area (which reservation of rights includes without limitation (i) the right to grant additional easements over, upon and under the Easement Area, (ii) the right to grant others the right to use the Easement Area and (iii) the right to enter upon the Easement Area for ingress and egress purposes), so long as such use does not unreasonably interfere with the use of the Easement Area by Grantee for its intended purposes or violate any City standards; provided, however, that no building or structure of any nature or kind whatsoever shall be constructed or placed on or over the Easement Area without the prior written consent of Grantee, which consent shall not be unreasonably withheld, conditioned, or delayed. 8. Relocation, Removal, and Abandonment by Grantor. Subject to the City’s consent pursuant to the provisions of this Section, Grantor shall have the right to relocate the Easement Area and the Retention Facilities located therein (the “Relocated Easement Area”) and abandon and remove such relocated Easement Area and the Retention Facilities located therein (the “Abandoned Easement Area”). If Grantor elects to exercise such right, Grantor shall provide written notice of such election to the City requesting the City’s consent to such relocation, abandonment and removal. The City shall respond to such notice within thirty (30) days of receipt of such notice, and the City’s consent (i) shall not be unreasonably withheld, conditioned or delayed and (ii) shall be promptly and unconditionally provided so long as such Relocated Easement Area and the Retention Facilities located therein provide substantially the same or greater stormwater capacity as the Easement Area and Retention Facilities replaced. Upon such relocation and abandonment and removal, the parties shall execute an Amendment to this Agreement terminating the Easement granted herein over the Abandoned Easement Area and substituting a new legal description(s) and depiction(s) showing the Relocated Easement Area. Grantor and Grantee shall perform such actions and promptly execute such documentation as reasonably necessary to accomplish such relocation and/or termination as provided herein. All engineering design, construction and other costs associated with the relocation, removal and abandonment will be the responsibility of the Grantor. 9. Mutual Indemnification. Grantee agrees to indemnify, defend, save and hold Grantor and Grantor’s agents and their respective affiliated companies, officers, directors, owners, members, trustees, representatives, attorneys, predecessors, successors, parents, subsidiaries, Page 3 of 12 Retention Basin Easement July 7, 2022 EE eC assigns, independent contractors, tenants, and employees harmless from and against any and all claims, demands, suits, actions, losses, damages, costs, and expenses of any nature whatsoever to person or property occurring in, on, under or about the Easement Area and any liability relating thereto (including without limitation attorneys’ fees and costs) (collectively “Claims”) arising out of or in any manner relating to the use of the Easement Area by Grantee, or any of its agents, employees, representatives or contractors, unless any such Claim is due to the negligence or intentional acts of Grantor. Grantor agrees to indemnify, defend, save and hold Grantee and Grantee’s agents and their respective affiliated companies, officers, directors, owners, members, trustees, representatives, attorneys, predecessors, successors, parents, subsidiaries, assigns, independent contractors, tenants, and employees harmless from and against any and all claims, demands, suits, actions, losses, damages, costs, and expenses of any nature whatsoever to person or property occurring in, on, under or about any of the Easement Areas and any liability relating thereto (including without limitation reasonable attorneys’ fees and costs) (collectively “Claims”) arising out of or in any manner relating to the use of the Easement Areas by Grantor, or any of its agents, employees, representatives or contractors, unless any such Claim is due to the negligence or intentional acts of Grantee 10. Insurance. Grantee shall (and during any period of construction within the Easement Area shall cause its general contractor to), at Grantee’s sole cost and expense, procure and continue in force a Commercial General Liability Insurance policy providing limits of not less than two million dollars ($2,000,000.00) combined single limit of liability applicable to both bodily injury and property damage per occurrence in aggregate. Any insurance policies required hereunder, including the general contractor’s insurance, shall name Grantor as an additional insured. Grantee shall, upon request, provide Grantor with certified copies of certificates of insurance evidencing any of the insurance coverage required pursuant to this Section. 11. Default. In the event of any default by Grantee in the performance or observance of any term, condition or covenant of this instrument, which default is not cured within thirty (30) days after the giving of written notice from Grantor to Grantee (unless such default is in the nature that it cannot be cured within such thirty (30) day period, in which case the period to cure such default shall be extended so long as Grantee shall have commenced the curing of such default within such thirty (30) day period and shall thereafter diligently and continuously prosecute the curing of same and shall completely cure such default as promptly as possible), then Grantor shall have (i) the right, exercisable by delivering written notice to Grantee to cure such default, and the right to be promptly reimbursed for any costs incurred to cure such default and (ii) the right, in addition to all other rights under law or in equity, to obtain an injunction and enforce specific performance against Grantee. 12. Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been given if delivered personally or delivered by an overnight Page 4 of 12 Retention Basin Easement July 7, 2022 delivery service (with confirmation) to the Parties at the following addresses (or at such other address or facsimile number as a Party may designate by like notice to the other Party): To Grantor: DPML Copperwing LLC 5500 Equity Avenue Reno, NV 87502 Attn: C. Douglas Lanning With a copy to: Patrick E. Gallagher 16427 N. Scottsdale Road Suite 410 Scottsdale, AZ 85254 To Grantee: City of El Mirage Attn: City Manager 10000 N. El Mirage Road EI Mirage, AZ 85335 With a copy to: City of El Mirage Attn: City Attorney 10000 N. El Mirage Road El Mirage, AZ 85335 Any notice or other communication will be deemed to be given: (a) on the date of personal delivery or (b) on the date of confirmed delivery by overnight delivery service. 13. Runs with Land. The Easement constitutes a covenant running with the land for the benefit of Grantee, its successors and assigns. 14. No Dedication. The parties acknowledge that the Easement Area is private property and is not dedicated to the general public for any public use or purpose whatsoever and that nothing herein, express or implied, shall confer upon the general public any rights or remedies under or by reason of this instrument. 15. Termination. The Easement may be terminated by a written termination of easement agreement signed by Grantor and Grantee and recorded in the Official Records of Maricopa County, Arizona. If Grantor believes that the drainage and retention basin, storm pipe and associated drywell uses authorized by this Agreement are no longer required by Grantee, Grantor may request confirmation from Grantee of whether or not such uses are required, and Grantee shall respond within thirty (30) days of such request (“Grantee’s Response”). If such uses are no longer required by Grantee or its assigns, then (i) Grantee shall, within one hundred eighty (180) days after Grantor’s receipt of Grantee’s Response, remove the Retention Facilities and restore the Property to the condition existing prior to the time of Grantee’s construction of the Page 5 of 12 Retention Basin Easement July 7, 2022 Retention Facilities and to Grantor’s reasonable satisfaction, and (ii) Grantor and Grantee, or their respective successors and assigns, shall, within sixty (60) days after such removal and restoration have been completed to Grantor’s reasonable satisfaction, execute a Termination of Easement Agreement and Grantee shall promptly record such Agreement at Grantee’s sole cost and expense. 16. Eminent Domain. In the event that any part of the Easement Area shall be taken by eminent domain or any similar authority of law, the entire award for the value of the land and improvements so taken shall belong to Grantor, or to its mortgagees or tenants, as their interests may appear, and Grantee shall not claim any portion of such award by virtue of any interest created by this instrument. In such event and provided that the entity exercising such power of eminent domain is not Grantee, Grantor shall provide Grantee a “Relocation Easement Area” and comply with all provisions of Section 8 above. 17. Right to Transfer Easement Area. Grantor shall have the right, but not the obligation, at any time during the term of this Agreement to transfer to Grantee fee ownership of the Easement Area via quit claim deed. Such transfer shall be at no cost to Grantee and, upon such transfer to Grantee, the provisions of this Agreement shall be deemed terminated as of the date of such transfer, provided however that the indemnification provisions of Section 9 hereof with respect to the period of time prior to the date of such transfer shall survive such transfer to Grantee. 18. Miscellaneous. 18.1 Recitals. The recitals set forth above are incorporated by reference as if set forth fully herein. 18.2 Binding Effect. This Agreement is binding on and inures to the benefit of Grantor and Grantee (each a “Party” and collectively the “Parties”) and their respective heirs, personal representatives, successors, and assigns. 18.3. Construction. The captions used in this Agreement are provided for convenience only and will not affect the meaning or interpretation of any provision of this Agreement. All references in this Agreement to “Section” or “Sections” without additional identification refer to the Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Whenever the words “include” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” 18.4 Further Assurances. Each Party agrees to execute and deliver such other documents and to do and perform such other acts and things as any other party may reasonably request to carry out the intent and accomplish the purposes of this Agreement. 18.5 Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the Party entitled to the benefit of such provision or condition. Waiver of Page 6 of 12 Retention Basin Easement July 7, 2022 — any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision. 18.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Arizona, without regard to conflict-of-laws principles. 18.7. Venue. Any action or proceeding seeking to enforce any provision of this Agreement or based on any right arising out of this Agreement must be brought against any of the Parties in state or federal court, as appropriate, in the State of Arizona, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue. The parties hereto expressly covenant and agree that in the event of a dispute arising from this Agreement, each of the parties hereto waives any right to a trial by jury. In the event of litigation, the parties hereby agree to submit to a trial before the Court. 18.8 Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the Party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorneys’ fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorneys’ fees as determined on appeal. 18.9 Exhibits. The exhibits referenced in this Agreement are part of this Agreement as if fully set forth in this Agreement. 18.10 Severability. If any provision of this Agreement is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Agreement will not be impaired in any way. 18.11 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter. 18.12 Relationship of Parties. Nothing herein contained shall be construed as establishing a partnership, joint venture, or an entity of any nature whatsoever. 18.13 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement Page 7 of 12 Retention Basin Easement July 7, 2022 — Retention Basin Easement July 7, 2022 [signatures on following pages] Page 8 of 12 nesennrs cutee ts IN WITNESS WHEREOF, the Parties herein have executed this Agreement as of the date and year first above written. GRANTOR: DPML Copperwing LLC, a Delaware limited liability company By: A2—"> Printed name: C.Douglas Lanning Chief Financial Officer Its: ACKNOWLEDGEMENT STATE OF NEVADA ) ) ss. COUNTY OF WASHOE ) On this Z/ U day of LLAEMECK _,20224 before me, a notary public in and for said state, personally appeared 4 DUAtAS [AN W/u¢b , 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. IN WITNESS WHEREOF, T hes reunto set my hand and official Zeal. "MCKAY KLONICKE. i Notary Public - State of Nevada : Ll Li. Appointment Recorded in Washoe County = Nétary public Tssi Nh: HOFFER: E Expires April 1, 2024 : 07/0 [ited Description Of sot This Notarial Certificate Is Being Attached To: TYPE/TITLE My Gom DATE OF DOCUMENT NUMBER OF PAGES ADDITIONAL SIGNORS (other than those named in the notarial certificate) Page 9 of 12 Retention Basin Easement July 7, 2022 GRANTEE: CITY OF EL MIRAGE, an Arizona municipal corporation Alexis A. Hermosillo, Mayor STATE OF ARIZONA ) ) Ss. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this day of 20__, before me by Alexis A. Hermosillo, Mayor of the City of El Mirage, an Arizona municipal cory poration, and being authorized to do so, canis the foregoing instrument on behalf of the City for the purposes therein stated. Notary Public My Commission Expires: ATTEST: Sharon Antes, City Clerk Dated: Approval as to Form By: Justin Pierce, City Attorney Page 10 of 12 Retention Basin Easement July 7, 2022 ER TE ne EXHIBIT A Grantor’s Property Parcel 1, COPPERWING LOGISTICS CENTER, according to the plat of record in the Office of the County Recorder of Maricopa County, Arizona recorded in Book 1556 of Maps, Page 16. Page 11 of 12 Retention Basin Easement July 7, 2022 Retention Basin Easement July 7, 2022 EXHIBIT B Easement Area (see attached) Page 12 of 12 ee EPS GROUP Legal Description Drainage Easement Exhibit A Job No, 18-081.2 September 14, 2022 A portion of the Northwest Quarter of Section 26, Township 3 North, Range 1 West of the Gila and Salt River Meridian, Maricopa County, Arizona, more particularly described as follows: Commencing at the Northwest corner of said Section 26, being a brass cap in hand hole, from which the North quarter corner thereof, being a brass cap flush bears South 89 degrees 13 minutes 08 seconds East, 2,626.09 feet; Thence South 89 degrees 13 minutes 08 seconds East, along the North line of said Northwest Quarter, 351.47 feet to a point on said north line; Thence, departing said north line South 0 degrees 46 minutes 52 seconds West, 65.00 feet to the POINT OF BEGINNING; thence South 89 degrees 13 minutes 08 seconds East, 24.34 feet; thence North 0 degrees 46 minutes 52 seconds East, 32.00 feet; thence South 89 degrees 13 minutes 08 seconds East, 50.00 feet; thence South 0 degrees 46 minutes 52 seconds West, 32.00 feet; thence South 89 degrees 13 minutes 08 seconds East, 1151.66 feet; thence South 0 degrees 46 minutes 52 seconds West, 100.00 feet; thence North 89 degrees 13 minutes 08 seconds West, 1226.00 feet; thence North 0 degrees 46 minutes 52 seconds East, 100.00 feet to the POINT OF BEGINNING. Said portion of land containing 124,200 square feet, or 2.8512 acres, more or less, and being subject to any easements, restrictions, and/or rights-of-ways of record or otherwise. EPS Group, Inc. e 1130 N Alma School Road, Suite 120 « Mesa, AZ 85201 Tel (480) 503-2250 e Fax (480) 503-2258 S:\Projects\2018\18-081\Legal Survey\Legals\18-081.2 DE LD\18-081.2 DE LD.docx Gite This description shown hereon is not to be used to violate subdivision regulations of the State, County and/or Municipality, or any other land division restrictions. 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