Development Agreement

When recorded return to:

City of El Mirage

City Clerk

10000 N. El Mirage Road
El Mirage, AZ 85335

DEVELOPMENT AGREEMENT
EL MIRAGE OUTPATIENT TREATMENT CENTER
EL MIRAGE, ARIZONA

THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into this 4" day of
January, 2023 (“Effective Date”) by EYS WEST VALLEY HOLDING LLC, an Arizona limited
liability company (“Owner”) and the CITY OF EL MIRAGE, an Arizona municipal corporation
(“City”).

RECITALS

WHEREAS, Owner has a real property interest in or is the owner of that certain property
located in the City of El Mirage, Arizona, consisting of approximately 7 acres, legally described
in Exhibit “A” attached hereto and incorporated herein by reference (the “Property”);

WHEREAS, Owner intends to develop the Property in phases and when fully developed,
may consist of multiple parcels and buildings (the “Project”);

WHEREAS, Owner is in the process of initiating the first phase of development for the
Project (“Phase 1”) which includes the construction of a 7,280 square foot Free Standing
Emergency Department (“FSED”) facility and associated improvements along the southern
portion of the Property;

WHEREAS, additional phases will be developed in the future but exact uses, layouts and
construction timelines are not known at this time;

WHEREAS, Owner and City desire to facilitate the development of the Property as a part
of the City’s growth and development. In furtherance of this aim, Owner and City have cooperated
in the preparation of this Agreement;

WHEREAS, Owner desires to defer several improvements required by the City including
a right turn deceleration lane, landscaping within the Phase | retention basin and the looping of
the fire line (the “Deferred Improvements”), until the development of the second phase (“Phase
2”) of the Project;

WHEREAS, the City is agreeable to the deferment as more particularly described in this
Agreement;

Development Agreement
November 30, 2022

WHEREAS, Owner and City desire to enter into this Agreement in order to set forth the
rights and obligations of each party with respect to the construction of the Deferred Improvements
and timing for the same;

WHEREAS, pursuant to the provisions of Arizona Revised Statutes Annotated (“A.R.S.”)
§§ 9-500.05, et seq., Owner and City are authorized to enter into this Agreement;

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions, it
is agreed as follows:

1. INCORPORATION OF DOCUMENTS AND RECITALS. All documents and
exhibits referred to in this Agreement are hereby incorporated by this reference into this
Agreement, and the Recitals stated above are hereby incorporated by reference into this Agreement
and made a part hereof.

2. COMPLIANCE. The determinations of the City in this Agreement and the
assurances provided to Owner in this Agreement are provided pursuant to and as contemplated by
A.R.S. § 9-500.05 and other applicable law, bargained for and in consideration for the undertakings
of Owner set forth herein and contemplated by this Agreement and are intended to be and have
been relied upon by Owner in undertaking the obligations of development of the Property.

3. RIGHTS RUN WITH THE LAND. The rights established under this Agreement
are attached to and run with the Property. Upon the Effective Date of this Agreement, Owner and
any successors or assigns are entitled to exercise the rights granted pursuant to this Agreement.

4. DESCRIPTION OF THE DEFERRED IMPROVEMENTS. The City agrees to
accept Owner’s deferment of the improvements described in 4a, 4b and 4c below until Phase 2 of
the Project. Any improvements within the limits of the Property described in Exhibit “A” that were
not specifically approved with the Phase | construction documents will be considered Phase 2. All
Deferred Improvements will be completed to the reasonable satisfaction of the City prior to the
issuance of any certificate of occupancy for any Phase 2 building.

a. Right Turn Deceleration Lane. Lee Engineering justified the deferment of
a deceleration lane at the northernmost proposed driveway on El Mirage Road for Phase | per their
Addendum to the Traffic Impact Statement dated October 9, 2022. The Owner will therefore be
required to install a right turn deceleration lane during Phase 2, based on a design approved by the
City, at any existing or proposed driveway that will lead to the Project from either El Mirage Road
or Cactus Road unless that driveway is designated exclusively for emergency vehicles.

b. Landscaping within the Phase 1 Retention Basin. The Owner will not install
any landscaping or irrigation within the Phase | retention basin as it serves as an interim basin that
will be reconstructed with the addition of future phases. The basin shall be constructed to its

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ultimate limits in Phase 2 and all landscaping features and associated irrigation, based on a design
approved by the City, shall be installed at that time. All other landscaping and irrigation, as shown
on the approved Phase | construction documents, must be installed as part of Phase 1.

c. Fire Line Loop. The Fire Department agreed that connecting the proposed
fire line from El Mirage Road to the existing water main stub located within the Property and
creating a looped system would not be necessary as part of the Phase 1 improvements as long as
the proposed design would satisfy all fire protection requirements. This connection would be
required as part of Phase 2 in order to create redundancy for the Project.

5. ASSURANCE. The parties acknowledge and agree that the City, prior to
issuing any permits for the Phase 1, may require the Owner to provide appropriate and
necessary assurances that the requirements set forth in this Agreement will be completed (the
"Deferred Improvements Assurance") in an amount to be determined by the City. In such case,
the Owner may elect, with the approval of City, which approval shall not be unreasonably
withheld, any one of or a combination of the following methods of assurance. All such
assurances provided by the Owner shall comply with the applicable provisions of the City's
regulations relating to assurances:

(a) Owner may file with the City a performance bond.

(b) Owner may deliver to the City an irrevocable and unconditional stand-
by letter of credit.

(c) Other appropriate assurance allowed by the City Code.

The City agrees that within thirty (30) days from the City's approval of the
completed Deferred Improvements for which the Owner has provided assurances, the City
shall release such Deferred Improvement Assurances, in whole or in part, as may be
appropriate under the circumstances, in the manner provided in the applicable regulations.

6. TERM. This Agreement is effective as of the date first set forth above and, except
as otherwise set forth herein, shall remain effective until such time as Owner has completed all of
the Deferred Improvements and the City has accepted Phase 2 of the Project.

7. NOTICES. All notices, filings, consents, approvals and other communications
provided for herein or given in connection herewith shall be in writing and shall be given by
personal delivery, overnight courier or facsimile transmission, or sent by registered or certified
mail, postage prepaid, correctly addressed to the intended recipient at the address set forth below:

City: City of El Mirage
10000 N El Mirage Road
El Mirage, AZ 85335
Attn: City Manager

Development Agreement
November 30, 2022

With a Copy to: City of El Mirage
10000 N El Mirage Road
El Mirage, AZ 85335
Attn: City Clerk

Owner: EYS West Valley Holdings
, 9700 N Saguaro Boulevard
Fountain Hills, AZ 85268
Attn: Chukwuemeka Ezeume

8. WAIVER. No delay in exercising any right or remedy by either City or Owner
shall constitute a waiver thereof. Waiver of any of the terms of this Agreement shall not be valid
unless in writing and signed by all parties hereto. The failure of any party to enforce the provisions
of this Agreement or require performance of any of the provisions, shall not be construed as a
waiver of such provisions or affect the right of the party to enforce all of the provisions of this
Agreement. Waiver of any breach of this Agreement shall not be held to be a waiver of any other
or subsequent breach thereof.

9. BINDING EFFECT. The rights, benefits and obligations in this Agreement, shall
be binding upon City and its successors and assigns. The rights, benefits and obligations in this
Agreement shall be binding upon Owner and its successors and assigns.

10. GOVERNING LAW. This Agreement and all terms and conditions hereof, and
any dispute, controversy, claim or cause of action arising out of or related to this Agreement is
governed by the laws of the State of Arizona.

Il. CHOICE OF FORUM. Notwithstanding A.R.S. § 12-406, any suit or action
brought under this Agreement shall be commenced only in state or federal courts in the State of
Arizona, Maricopa County. 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.

12. EXERCISE OF AUTHORITY. It is understood and agreed that Owner shall not
in any way exercise any portion of the authority or sovereign powers of City and shall not make
or contract or commit or in any way represent itself as an agent for City. Nor shall anything in this
Agreement be construed to create any partnership, joint venture or principal agency relationship
between the parties.

13. RECORDATION. In order to provide notice to third parties, the City shall record
this Agreement in the official records of the Maricopa County Recorder within ten (10) days after
the full execution of this Agreement.

14. CONFLICT OF INTEREST. This Agreement is subject to the provisions of
A.R.S. § 38-511.

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November 30, 2022

15. SEVERABILITY OF PROVISIONS. Each term and provision of this Agreement
shall be considered severable and if, for any reason, any term or provision of this Agreement be
declared or be determined to be illegal or invalid, the validity of the remaining terms and provisions
shall not be affected thereby, and said illegal or invalid term or provision shall not be deemed a
part of this Agreement, notwithstanding any other provision of this Agreement to the contrary.

16. ADDITIONAL ACTS AND DOCUMENTS. Each party hereto agrees to do all
such things and take all such actions, and to make, execute and deliver such other documents and
instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of this
Agreement. If any action or approval is required of any party in furtherance of the rights under this
Agreement, such approval shall not be unreasonably withheld.

17. AMENDMENTS. No amendment shall be made to this Agreement except by
written document executed by City and Owner. Within ten (10) days after the execution of any
amendment by both parties, the amendment shall be recorded with the Maricopa County Recorder,
Maricopa County, Arizona.

18. ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties with respect to the subject matter of the
Agreement and contains all the covenants and agreements between the parties with respect to said
matter.

19. HEADINGS. The headings for the paragraphs of this Agreement are for
convenience and reference purposes only and in no way define, limit or describe the scope or intent
of said paragraphs nor in any way affect this Agreement.

20. ATTORNEYS FEES. The parties hereto expressly covenant and agree that in the
event of litigation arising from this Agreement, neither party shall be entitled to an award of
attorney fees, either pursuant to the Agreement, pursuant to A.R.S. § 12-341.01(A) and (B), or
pursuant to any other state or federal statute, court rule, case law or common law. As an alternative
to filing a lawsuit to resolve the dispute, the parties may mutually agree to arbitrate the dispute.

21. ASSIGNMENT. Owner shall have the right to sell, transfer or assign part or all of
the Property to any person or entity at any time during the duration of this Agreement.

22. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which shall constitute one and the same
instrument.

23. DEFAULT. Failure or unreasonable delay by either party to perform or otherwise
act in accordance with any term or provision hereof shall constitute a breach of this Agreement
and, if the breach is not cured within 10 days after written notice thereof from the other party (the
“Cure Period”), the breach constitutes a default under this Agreement; provided, however, that if
the failure is such that more than 10 days would reasonably be required to perform such action or
comply with any term or provision thereof, then the party shall have such additional time as may
be necessary to perform or comply so long as the party commences performance or compliance

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within said 10 day period and diligently proceeds to complete such performance or fulfill such
obligation. In the event a breach is not cured within the Cure Period, the non-defaulting party shall
have all the rights and remedies that may be available at law or in equity.

24. REPRESENTATIONS AND WARRANTIES OF OWNER. As of the Effective
Date, Owner represents, warrants and covenants to City as follows:

a. Ownership. Owner is an Arizona limited liability company and has the full
right and authority to submit its interest in the Property to the provisions of this Agreement.

b. Authorization. Owner is in good standing and is qualified to do business in
Arizona. The person signing this Agreement on Owner’s behalf has the authority and right to enter
into this Agreement on Owner’s behalf, without any further act or authorization. Owner is not
prohibited from executing this Agreement by any law, rule, regulation, instrument, agreement,
order or judgment.

25. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CITY. As of
the Effective Date, City represents, warrants and covenants to Owner as follows, with the
understanding that each of the following are material to Owner’s willingness to enter in this
Agreement, that Owner is relying on each of the following, and that Owner would not have agreed
to enter into this Agreement but for each and every one of the following:

a. Approval. City has approved this Agreement at a duly held and noticed
public meeting by its Mayor and City Council, at which a quorum was duly present, and has
authorized the execution hereof.

b. Authorization. City is an Arizona municipal corporation, is in good standing
and is qualified to do business in Arizona. The person signing this Agreement on City’s behalf has
the authority and right to enter into this Agreement on City’s behalf, without any further act or
authorization by City. City is not prohibited from executing this Agreement by any law, rule,
regulation, instrument, agreement, order or judgment.

26. FORCE MAJEURE. If the Owner’s completion of the Deferred Improvements
contemplated in this Agreement is prevented or delayed, despite the Owner’s best efforts to
perform, by causes beyond the Owner’s reasonable control, including strikes, riots, fires, floods,
lightning, rain, earthquake, extraordinary wind or other weather events, war, invasion,
insurrection, civil commotion, unavailability of resources due to national defense priorities or
natural disaster recovery, any act of God, binding orders, actions or inactions of any court or
governmental authority, legislative, executive, administrative, judicial agency or body, state or
federal laws, regulations or ordinances, technological impossibility, changes in law or applicable
regulations subsequent to the date hereof or any other similar or dissimilar cause beyond its
reasonable control and not attributable to its neglect (each, a “Force Majeure Event”), upon the
Owner providing written notice in reasonable detail to the City the requirement of completion of
such Deferred Improvements shall be postponed by a period equal to the period of time such
party’s performance under this Agreement is prevented or delayed by such Force Majeure Event.
Notwithstanding the foregoing, no Owner act, undertaking, action, inaction, law, regulation or

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November 30, 2022

ordinance, whether legislative, administrative, executive, or judicial in nature, shall constitute a
Force Majeure Event.

27. INDEMNIFICATION.

a. Owner, or Owner’ successors and assigns, agrees to defend, indemnify and
hold harmless City, its officers, officials and employees from and against claims, damages, losses
and expenses of any nature whatsoever (including but not limited to reasonable attorney fees, court
costs, the costs of appellate proceedings, and all claim adjusting and handling expense)
(collectively, “Claims”), relating to or arising out of Owner’s, its agents, officers, employees,
officials, representatives or contractors or their successors’ and assigns’ act or omission arising in
connection with this Agreement; provided, however, the foregoing indemnity does not apply to
any Claims to the extent caused by the City’s or City’s officers, officials, employees, agents,
representatives or contractors acts or omissions. The indemnity provisions of this Agreement shall
survive the termination of this Agreement.

b. The City agrees to defend, indemnify and hold harmless Owner, its
directors, officers, employees, agents and representatives from and against any Claims relating to
or arising out of any act or. omission by the City, its officers, agents, employee, officials,
representatives or contractors arising out of or in connection with this Agreement provided,
however, the foregoing indemnity does not apply to any Claims to the extents caused by Owner’s
or Owners’ directors, officers or employees acts or omissions. The indemnity provisions of this
Agreement shall survive the termination of this Agreement.

28. ISRAEL BOYCOTT AND FORCED LABOR OF ETHNIC UYGHURS. As
applicable pursuant to Arizona Revised Statutes Title 35, Articles 9 and 10, Owner certifies that it
is not currently engaged in, and agrees for the duration of the agreement to not engage in, a boycott
of Israel. Additionally, Owner agrees and certifies that it does not currently, and agrees for the
duration of this Agreement that Owner will not, use: (1) the forced labor of ethnic Uyghurs in the
People’s Republic of China; (2) any goods or services produced by the forced labor of ethnic
Uyghurs in the People’s Republic of China; or (3) any contractors, subcontractors or suppliers that
use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in
the People’s Republic of China. If Owner becomes aware during the term of the contract that it is
not in compliance with this written certification, the company shall notify the City within five
business days after becoming aware of the noncompliance. If Owner does not provide the City
with a written certification that Owner has remedied the noncompliance within 180 days after
notifying the City of the noncompliance, this Contract terminates, except that if the contract
termination date occurs before the end of the remedy period, the Contract terminates on the
Contract termination date. Owner also agrees to indemnify and hold harmless the City, its officials,
employees, and agents from any claims or causes of action relating to the City’s action based upon
reliance upon this representation, including the payment of all costs and attorney fees incurred by
the City in defending such an action.

[Signature pages follow]

Development Agreement
November 30, 2022

IN WITNESS WHEREOF, the Mayor and Council of El Mirage, Arizona, by its Mayor
and its Clerk, duly authorized, have affixed hereunto their hand and caused its official seal to be
affixed on this day of ,202_.

CITY OF EL MIRAGE, an Arizona municipal
corporation

Alexis A. Hermosillo, Mayor

STATE OF ARIZONA )
) SS.
COUNTY OF MARICOPA.)

The foregoing Development Agreement was acknowledged before me this day of

, 202_, before me by Alexis A. Hermosillo, Mayor of the City of El Mirage, an

Arizona municipal corporation, and being authorized to do so, executed 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

Development Agreement
November 30, 2022

OWNER:

EYS West Valley Holding LLC,
An Arizona Limited Liability Company

By: _—— —
Its: p, at wert

State of Ack ZONA )

? )ss

County of AM OPA)

The foregoing Development Agreement was acknowledged before me this SiH day of

Maenbeq , 202.2 by Cru Kwuemelea 6 2euny_, the eSiclen} of EYS West

Valley Holding LLC, an Arizona limited liability company, and who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the and acknowledged to me
that he being authorized to do so, executed the foregoing instrument for the purposes therein
contained on behalf of EYS West Valley Holding LLC, an Arizona limited liability company.

ioe, '
ileal CanianneGute,

My +
, Nofary Public
July 16, 2026 ofdty ublic

My Commission Expires: 2 tuly | 6,202

Development Agreement
November 30, 2022

EXHIBIT A
Legal Description

Lot 2 of EL MIRAGE MARKET PLACE, according to the plat of record in the office of the
County Recorder of Maricopa County, Arizona, recorded in Book 1015 of Maps, Page 35.

APN: 501-44-965
SUBJECT TO: Current taxes and other assessments, reservation in patents and all easements,

rights of way, encumbrances, liens, covenants, conditions, restrictions, obligations, and liabilities
as may appear of record.

Development Agreement
November 30, 2022