Agreement

WHEN RECORDED, RETURN TO:

City Clerk

City of Glendale

5850 West Glendale Avenue
Glendale, Arizona 85301

SECOND AMENDMENT TO THE DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF GLENDALE AND TRAVERSE BAY PROPERTIES

This Second Amendment to the Development Agreement between the City
of Glendale and Traverse Bay Properties (the “Second Amendment”) is made and entered
into as of this day of 2021, by and between the City of Glendale, an
Arizona municipal corporation (“Glendale”) and CARVANA, LLC, an Arizona limited
liability company (“Carvana”) (collectively referred to as the “Parties”),

RECITALS

WHEREAS, pursuant to Article I, Section 3 of the City’s Charter and A.R.S. §§
9-500.05 and 9-500.11, the City and Traverse Bay Properties, L.L.C., an Arizona limited
liability company (“Traverse Bay”) entered into the City of Glendale Development
Agreement C-4857 dated July 22, 2003, recorded July 28, 2003 in Document No.
2003-1001174, in the records of the County Recorder of Maricopa County, Arizona, and
the City has previously executed that letter dated October 11, 2012 to Developer
(collectively, the “Development Agreement”); and

WHEREAS, the City of Glendale and Traverse Bay entered into an Agreement
Regarding City of Glendale Development Agreement C-4857 (the “Confirmation
Agreement — C-4857-2”) dated October 26th, 2018, wherein the City paid in full all
outstanding monetary obligations associated with the Development Agreement and
acknowledged Traverse Bay’s existing contractual right to locate a standard static or
electronic reader board not exceeding 50 feet in height and not exceeding such size as
generally allowed by the City for similar signs (“Sign Right”); and

WHEREAS, Traverse Bay, in accordance with the Development Agreement,
entered into the Partial Assignment of Agreement Regarding Development Agreement
C-4857 (“Partial Assignment”) with Carvana dated August 26, 2021, wherein Traverse
Bay elected to quit claim to Carvana the Sign Right; and

WHEREAS, the City consented, accepted, and approved the Partial Assignment.

WHEREAS, the Parties desire to amend the Agreement as provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises above and the mutual covenants
and agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

¢ Incorporation by Reference. The Development Agreement, the Confirmation
Agreement and the Partial Assignment are specifically incorporated herein and
remain in full force and effect except as amended by this Second Amendment.

¢ Sign Rights. Carvana hereby extinguishes any and all interests it has regarding the
Sign Rights assigned to Carvana via the Partial Assignment. As good and
valuable consideration for Carvana extinguishing the Sign Rights, the City hereby
grants Carvana the right to construct a maximum aggregate sign area on their
building, not greater than 270 square feet. All other proposed signage shall
comply with sign regulations within the City’s Zoning Ordinance.

IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to the Development Agreement to be executed and delivered on the day and
year first above written.

CITY OF GLENDALE

By: Kevin R. Phelps
Its: City Manager

ATTEST:

Julie K. Bower, City Clerk

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

CARVANA, LLC,

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STATE OF ARIZONA )
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County of Maricopa )

This instrument is acknowledged before me this day of September 2021, by
Kevin R. Phelps, the City Manager of the CITY OF GLENDALE, an Arizona municipal
corporation, on behalf of the City.

Notary Public

My Commission Expires:

STATE OF ARIZONA )
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County of Maricopa )

This instrument is acknowledged before me this Z2\_ day of September, 2021, by
Beer SassenBere , the Se.Diecwe Zeacestate of
CARVANA, LLC, an Arizona limited liability company, on behalf of the limited liability

company. rAt/

RRSTEN J AORSON Notafy Public
Ic - Ariza
MARICOPA COUNTY.
My Commission Expires 3
IRUARY 15, 2025
Zommission # 599049

My Commission Expires: 2/ | s/ Zs