DPML Copperwing Development Agreement

Development Agreement - Logisticenter 
February 7, 2023 
When recorded return to: 
 
City of El Mirage  
City Clerk 
10000 N. El Mirage Road  
El Mirage, AZ 85335 
 
 
 
DEVELOPMENT AGREEMENT 
LOGISTICENTER AT COPPERWING 
EL MIRAGE, ARIZONA 
 
 
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into this 7th day of 
February, 2023 (“Effective Date”) by DPML COPPERWING LLC, a Delaware 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 149 acres, legally described 
in Exhibit “A” attached hereto and incorporated herein by reference (the “Property”); 
 
 
WHEREAS, Owner intends to develop the Property that will consist of various onsite 
improvements associated with a multi-building industrial facility (the “Project”); 
 
WHEREAS, the City requires that the Owner, as part of the Project, construct offsite 
improvements that include, but are not limited to, half street improvements along their frontage of 
Olive Avenue (the “Olive Avenue Improvements”); 
 
WHEREAS, Arizona Public Service (APS) has a proposed regional project that will install 
230kV transmission power lines/poles between State Route 303 and 111th Avenue and as part of 
that project would be removing the existing 69kV transmission lines/poles along Olive Avenue in 
front of the Project (the “APS Improvements”). The estimated completion year for this work is 
2025; 
 
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 the Olive Avenue Improvements (the “Deferred 
Improvements”) until the APS Improvements have been completed along the Project’s Olive 
Avenue frontage as the existing power poles would obstruct or hinder the installation of the 
roadway, sidewalk, landscaping, etc. along this corridor.

Development Agreement - Logisticenter 
February 7, 2023 
WHEREAS, Owner will likely request Certificate of Occupancy for the onsite building(s) 
and open for business prior to the completion of the Deferred Improvements;  
 
WHEREAS, the City is agreeable to the deferment as more particularly described in this 
Agreement; 
 
 
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; and 
 
 
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 AND BURDENS RUN WITH THE LAND. The rights and obligations 
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 and to perform the obligations required pursuant to this Agreement. 
 
4. 
DESCRIPTION OF THE DEFERRED IMPROVEMENTS. The City agrees to 
accept Owner’s deferment of the improvements described in 4a below until the APS Improvements 
along the Project’s Olive Avenue frontage are completed.  
 
a. 
Olive Avenue Improvements.  The Project is responsible for completing the 
north half of Olive Avenue consisting of two through lanes, a bike lane and full median, an eight-
foot-wide sidewalk, streetlights, signing/striping and landscaping/irrigation along its frontage and 
the frontage of the EPCOR lift station. The Project will also be responsible for any deceleration 
lanes.

Development Agreement - Logisticenter 
February 7, 2023 
5. 
CONDITIONS OF THE DEFERRED IMPROVEMENTS. The City agrees to 
accept Owner’s deferment of the improvements with several conditions described in 5a through 
5e below. 
 
a. 
Design of Olive Avenue Improvements.  The design of the Olive Avenue 
Improvements shall be completed by the Owner and approved by the City in 2023 to avoid delays 
in starting construction. A permit for these improvements will be provided at the APS Completion 
Date noted in 5c below. 
b. 
Interim Olive Avenue Improvements.  Interim improvements such as 
temporary turn lanes, alternative driveway locations, drainage features, etc. may be required to be 
installed prior to Certificate of Occupancy(ies) being released. The design of these interim 
improvements shall be included and permitted with the Onsite Improvement Plans. 
c. 
Timing of Construction of Deferred Improvements.  Once the APS 
Improvements are completed along the Project’s Olive Avenue frontage, the City will provide the 
Owner with a letter memorializing the APS Completion Date and all Deferred Improvements shall 
be completed to the reasonable satisfaction of the City within one year of that date. 
 
d. 
Advancement of Olive Avenue Improvements.  If the lack of the installation 
of the Olive Avenue Improvements causes or threatens to cause safety issues within the City’s 
right of way, the installation of a portion of the Deferred Improvements or alterations of the interim 
improvements will be required by the City. The Owner and City will cooperate to expedite the 
installation of these additional improvements. 
e. 
Delay or Cancelation of APS Improvements.  If the APS Improvements are 
canceled or delayed beyond 2026, the City will provide the Owner with a letter requiring APS to 
start the process of relocating the existing power poles along the Olive Avenue frontage 
immediately. All Deferred Improvements shall be completed to the reasonable satisfaction of the 
City within two years of the date of that letter. 
 
6. 
ASSURANCE.  The parties acknowledge and agree that the City, prior to issuing 
any permits, requires 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

Development Agreement - Logisticenter 
February 7, 2023 
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. 
7. 
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 and 
the City has accepted the Deferred Improvements. After Owner has completed and the City has 
accepted the Deferred Improvements, upon Owner’s request, the City shall execute and record a 
release of this Agreement with the Recorder’s Office of Maricopa County, Arizona. 
 
8. 
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 
            
With a Copy to: 
City of El Mirage  
 
 
 
10000 N El Mirage Road  
 
 
 
El Mirage, AZ 85335 
Attn: City Clerk 
 
 
 
 Owner: 
DPML Copperwing LLC 
5500 Equity Avenue 
Reno, NV 87502 
Attn: C. Douglas Lanning 
 
9. 
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. 
 
10. 
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.   
 
11. 
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. 
 
12. 
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

Development Agreement - Logisticenter 
February 7, 2023 
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. 
 
13. 
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. 
 
14. 
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. 
 
15. 
CONFLICT OF INTEREST. This Agreement is subject to the provisions of 
A.R.S. § 38-511. 
 
16. 
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.  
 
17. 
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. 
 
18. 
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. 
 
19. 
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. 
 
20. 
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. 
 
21. 
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

Development Agreement - Logisticenter 
February 7, 2023 
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. 
 
22. 
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. 
 
23. 
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. 
 
24. 
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 15 business 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 15 business 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 within said 15 business 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. 
 
25. 
REPRESENTATIONS AND WARRANTIES OF OWNER. As of the Effective 
Date, Owner represents, warrants and covenants to City as follows: 
 
a. 
Ownership. Owner is a Delaware 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. 
 
26. 
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

Development Agreement - Logisticenter 
February 7, 2023 
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. 
 
27. 
FORCE MAJEURE. If the Owner’s completion of the Deferred Improvements 
contemplated in this Agreement is prevented or delayed, despite the Owner’s commercially 
reasonable 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, supply chain disruptions, shortages or unavailability of 
material or labor, 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 or inaction shall constitute a Force Majeure Event. 
 
28. 
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 by any third-party (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’ negligence or 
intentional misconduct 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 negligence or intentional 
misconduct 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 negligence or intentional misconduct 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 extent 
caused by Owner’s or Owners’ directors, officers or employees negligence or intentional 
misconduct. The indemnity provisions of this Agreement shall survive the termination of this 
Agreement. 
 
29. 
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

Development Agreement - Logisticenter 
February 7, 2023 
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 - Logisticenter 
February 7, 2023 
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 - Logisticenter 
February 7, 2023 
OWNER: 
 
DPML COPPERWING LLC, 
a Delaware limited liability company 
 
 
By:  
 
 
 
 
 
 
Name: ________________________ 
 
 
  
Title:   
 
 
 
  
 
 
State of _________________ ) 
 
 
 
 
)ss 
County of _______________ ) 
 
 
The foregoing Development Agreement was acknowledged before me this _____ day of 
_____________, 202_, by _________________________, the _________________ of DPML 
Copperwing LLC, a Delaware 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 DPML Copperwing LLC, a Delaware limited liability company.   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notary Public 
 
 
My Commission Expires: ____________ 
 
Registration No.: ___________________

Development Agreement - Logisticenter 
February 7, 2023 
 
 
 
EXHIBIT A 
Legal Description 
 
The land referred to herein below is situated in the County of Maricopa, State of Arizona, and is 
described as follows: 
 
Parcel 4, of 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. 
Except that portion of land conveyed to EPCOR Water Arizona, Inc. by Special Warranty Deed 
in Document No 2021-1018769.