Redline Amended and Restated Dev Agreement

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
CITY OF GLENDALE, ARIZONA,
an Arizona municipal corporation
AND
ECL GLENDALE, LLC
an Arizona limited liability company
WHEN RECORDED RETURN TO:
[INSERT DATE]December ____, 2021

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (the “Agreement”) is
made as of the _____ day of ____________December, 2021, by and between the City of Glendale,
Arizona, an Arizona municipal corporation (“City”); and ECL Glendale, LLC, an Arizona limited
liability company (“Company”). City and Company are sometimes referred to herein collectively as the
“Parties,” or individually as a “Party.”
RECITALS
A.
The Company is the owner of approximately 48-acres of unimproved real property
located in the City of Glendale, Maricopa County (the “County”), Arizona, as more particularly
described on Exhibit A (the “Property”).
B.
The Company intends to develop the Property as a mixed-use destination containing
specialty retail, restaurants, hospitality, class A office space, and live entertainment venues, all
surrounding a public access Crystal Lagoon (collectively, the “Project”).
C.
The Project complies with the purpose, intent and requirements of the City’s General
Plan. The Property is currently zoned Planned Area Development (“PAD”) in case ZON-19-13, approved
on January 28, 2020 under the City’s Zoning Ordinance, which zoning designation allows the uses
contemplated by this Agreement.
D.
The Parties acknowledge that the Project qualifies as a business expansion economic
development project; that the Project will assist in the creation and retention of jobs and will otherwise
improve and enhance the economic welfare of the residents of the City by timely expanding retail,
educational and civic uses and public amenities in the City, increasing access to goods and services,
increasing the City’s assessed property valuation, stimulating further economic development in the City,
constructing public infrastructure improvements, and generating additional sales tax revenues; that the
business expansion incentives agreed to by City in this Agreement will in fact serve legitimate economic
development purposes as authorized by A.R.S. §9-500.11; and will generally enhance the economic
welfare and recreation of the city’s citizens.
E.
As a condition of, and concurrent with, development of the Property, and subject to and
in accordance with the other provisions and requirements of this Agreement, Company intends and has
the ability to finance, construct and complete the Private Improvements, and to otherwise accomplish all
of the Company Obligations.
F.
City also acknowledges its intention and ability to perform the City Obligations
described in, and subject to the other provisions and requirements of, this Agreement.
G.
The Parties understand and acknowledge that this Agreement is a “Development
Agreement” within the meaning of, and entered into pursuant to the terms of, A.R.S. § 9-500.05, and that
the terms of this Agreement will constitute covenants running with the Property as more fully described
in this Agreement, and that, in accordance A.R.S. § 9-500.05, it shall be recorded against the interest of
the Company in the Property in the Office of the Maricopa County Recorder to give notice to all persons
of its existence and of the parties’ intent that the burdens and benefits contained herein be binding on and
inure to the benefit of the parties and all their successors in interest and assigns.
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H.
The Parties entered into that certain Development Agreement as of September 28, 2020
(the “Original Development Agreement”), which Original Development Agreement was recorded in
the Official Records of Maricopa County, Arizona as 2020-0919698.
I.
Concurrently with the recording of the Original Development Agreement, the Parties
recorded two Government Property Improvement Leases, both entered into effective as of September 28,
2020 which leases were recorded in the Official Records of Maricopa County, Arizona as 2020-0917703
and 2020-0917670 (collectively, the “Original GPLET Leases”).
J.
As of the date hereof, construction of the Project has not been completed and the Parties
prematurely filed the Original GPLET Leases.
K.
In order to unwind the premature filing of the Original GPLET Leases, to enable the
Company to segment different portions of the Project (each a “PhaseComponent”) and to terminate the
Original GPLET Leases, the Parties have agreed to amend and restate the Original Development
Agreement, by entering into this Agreement.
L.
City is entering into this Agreement to implement and to facilitate development of the
Property consistent with the policies of the City and the City’s General Plan.
AGREEMENT
Now, therefore, in consideration of the foregoing recitals and representations and the mutual
promises contained in this Agreement, the Parties agree as follows:
1.
DEFINITIONS.
In this Agreement (including the Recitals), unless a different meaning clearly appears from the
context:
(a)
“ADWR” means the Arizona Department of Water Resources.
(b)
“Agreement” means this Agreement, as amended and restated or supplemented
in writing by the Parties from time to time and includes all exhibits and schedules hereto. References to
Sections or Exhibits are to this Agreement unless otherwise qualified. The Recitals set forth in
Paragraphs A through H, inclusive, are incorporated into this Agreement by reference, and form a part of
this Agreement.
(c)
“Applicable Laws” means the federal, state, County and City statutes, codes
(including the City Charter), ordinances, rules, regulations, permit requirements, judgments, orders,
decrees, and other official written requirements and policies, any requirements or rules of common law
and any judicial or administrative interpretations thereof, which affect the subject matter of this
Agreement or apply to the development of the Property, all as they may be amended from time to time.
(d)
“Approved Lender” means as defined in Section 10.23(d).
(e)
“Approved Plan” means as defined in Section 3.1(a).
(f)
“A.R.S.” means the Arizona Revised Statutes as amended from time to time.
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(g)
“City Code” means the Code of the City of Glendale, Arizona, as amended from
time to time.
(h)
“City Representative” means as defined in 9.1.
(i)
“Commencement of Construction” or “Commences Construction” means
that both of the following have occurred (i) the obtaining of permits by Company that are required to
begin the construction of vertical improvements on the Property, including the Crystal Lagoon, and (ii)
the actual commencement of physical construction operations on the Property in a manner necessary to
achieve Completion of Construction.
(j)
“Company” means ECL Glendale, LLC
(k)
“Company Representative” means as defined in 9.1.
(l)
“Completion of Construction” or “Completes Construction” means the first
date on which a temporary or final certificate of occupancy has been issued by the City for the first
building or amenity, including the Crystal Lagoon, after any applicable portion, segment or phase thereof
has been transferred to and accepted by City, such acceptance not in an unreasonable manner to be
withheld, conditioned or delayed.
(m)
“Component” means as defined in Recital K.
(n)
(m) “County” means as defined in Recital A.
(o)
(n) “Crystal Lagoon” means that certain Crystal Lagoon, more particularly
described and depicted in Exhibit ____ to the Crystal Lagoon GPLET Lease attached hereto, subject to
the rules and regulations of ADWR.
(p)
(o) “Crystal Lagoon GPLET Lease” means the specimen lease attached hereto
as Exhibit ____.
(q)
(p) “Crystal Lagoon Property” shall mean the real property described and
depicted in the Crystal Lagoon Lease.
(r)
(q) “Custom Review Schedule” means as defined in Section 5.5.
(s)
(r) “Default” or “Event of Default” means one or more of the events described
in Section 8.1 or Section 8.2; provided, however, that such events will not give rise to any remedy until
effect has been given to all Cure Periods and/or periods of Force Majeure provided for in this Agreement.
(t)
(s) “Effective Date” means the date on which all the following events have
occurred: (i) this Agreement has been adopted and approved by the City Council, executed by the
authorized representatives of the City Council; (ii) this Agreement shall have been executed by the duly
authorized representatives of Company; and (iii) this Agreement shall have been recorded in the office of
the Recorder of the County.
(u)
(t) “Fees” means as defined in Section 5.6.
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(v)
(u) “Force Majeure” means and shall be limited to: an event which is beyond
the complete control of the Company and which causes a delay or failure to perform obligations
hereunder, including without limitation acts of God, earthquake, fire, explosion, war, civil insurrection,
acts of the public enemy, acts of civil or military authority, sabotage, terrorism, floods, lightning,
hurricanes, tornadoes, severe snow storms, utility disruption, pandemic, failure of a major supplier to
perform its obligation to the Company not arising out of or involving a failure toward such supplier by
the Company, strikes, lockouts or other labor disputes with respect to which the Company has not been
determined by the National Labor Relations Board to have engaged in any unfair labor practices.
(w)
(v) “GPLET Lease” means as defined in Section 5.9(c).
(x)
(w) “Lender” or “Lenders” means as defined in 10.23.
(y)
(x) “Original Development Agreement” means as defined in Recital H.
(z)
(y) “Original GPLET Leases” means as defined in Recital I.
(aa)
(z) “PAD” means as defined in Recital C.
(bb)
(aa) “Parking Spaces Lease Agreement” means the Parking Spaces Lease
Agreement between the City and the Company in substantially the form attached hereto as Exhibit F.
(cc)
(bb) “Person” means and includes natural persons, corporations, limited
partnerships, general partnerships, joint stock companies, joint venture associations, limited liability
companies, limited liability partnerships, trusts, land trusts, business trusts or other organizations,
whether or not legal entities.
(cc)
“Phase” means as defined in Recital K.
(dd)
“Private Improvements” means any improvements constructed at the Property
and the Crystal Lagoon as part of the Project, as generally depicted in the Site Plan and Development
Narrative.
(ee)
“Project” means as defined in Recital B.
(ff)
“Property” means as defined in Recital A.
(gg)
“Purchase Price” means as defined in Section 5.7.
(hh)
“Term” means as defined in Section 2.3 hereof.
(ii)
“Zoning” means ZON-19-13 approved on January 28, 2020 under the City of
Glendale’s Zoning Ordinance, which zoning designation allows the uses contemplated by this
Agreement.
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2.
PARTIES, PURPOSE AND TERM OF THIS AGREEMENT.
 2.1.
Parties to the Agreement. The Parties to this Agreement are City and the
Company.
(a)
The City.  City is the City of Glendale, Arizona, a municipal corporation
and a political subdivision of the State of Arizona, duly organized and validly existing under the laws of
the State of Arizona, exercising its governmental functions and powers.
(b)
The Company. The Company is a limited liability company duly
organized and validly existing under the laws of the State of Arizona.
 2.2.
Purpose. The purpose of this Agreement is to provide for the development of the
Property in accordance with its terms; to provide for the Company Obligations; to provide for the
corresponding City Obligations, including the commitment to make all commercially reasonable efforts
to provide the water resources for the Project; and to address other matters related to the development of
the Project.
 2.3.
Term. Notwithstanding anything in this Agreement to the contrary, the term of
this Agreement (“Term”) shall begin on the Effective Date and shall terminate twenty-five (25) years
from the date of execution of each respective GPLET Leasethis Agreement, unless this Agreement is
terminated sooner pursuant to any other termination provision of this Agreement.
 2.4.
Survival of Certain Provisions. Notwithstanding the termination of this
Agreement as set forth in Section 2.3, the indemnity, duty to defend, and hold harmless obligations in
Section 10.1 and elsewhere in this Agreement shall survive the expiration of this Agreement.
 2.5.
Parking Spaces Lease Agreement. The Parties acknowledge and agree that the
Company’s obligations under this Agreement shall be subject to the execution of the Parking Spaces
Lease Agreement in form mutually acceptable to the Parties and more fully described in Exhibit E
hereto.
3.
DEVELOPMENT PLAN APPROVAL AND REGULATION.
 3.1.
Development Plans.
(a)
Development Plan Review and Approval.  As the Project progresses and,
from time to time, the Site Plan, elevations, design plans, landscape plans and any other development
plans and items typically submitted to governmental agencies in conjunction with the development are
subject to approval by the City prior to issuance of building permits through the City’s standard design
review process. The City shall review Company’s site plans, elevations, landscape plans, design plans
and any other submittals promptly for approval according to the Custom Review Schedule (each an
“Approved Plan”) and Applicable Laws.
(b)
Cooperation in the Implementation of Approved Plans. Company and
City will work together throughout the pre-development and development stages to resolve any City
comments regarding implementation of Approved Plans.
 3.2.
Development Regulation.
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(a)
Applicable Laws. Company will comply with all Applicable Laws and
obtain all regulatory permits and approvals, including, but not limited to, permits or approval from
ADWR, ADOT, ADEQ, US EPA, Army Corps of Engineers and the US Bureau of Reclamation, in
developing the Property
(b)
Permit and Other Fees. Building permit, inspection, impact, development
and other similar fees for the development of the Property will be those in effect at the time of any
application or submission.
4.
COMPANY OBLIGATIONS. Company hereby agrees to the Company Obligations as
follows:
 4.1.
Development of the Project.
(a)
The Company will acquire, construct, furnish equip, operate, maintain,
repair and replace all aspects, including each PhaseComponent of the Project (including, without
limitation, any required infrastructure) as shown on the Site Plan and Development Narrative (the “Site
Plan”) attached hereto as Exhibit C. The Company intends and agrees to operate the Project at the
Property for a continuous period of at least twenty five (25) years from the Completion of Construction
of each PhaseComponent of the Project.
 4.2.
Property Rights Dedication. As required by this Agreement or each companion
GPLET Lease, the Company agrees that it will convey certain property rights to the City or third parties
(i) any right-of-way easements lying adjacent to the public roads within the Project, (ii) any necessary
drain easements or runoff waters to discharge into public detention basins and (iii) any necessary utility
easements. Any conveyance shall be a no cost to the City.
 4.3.
Unless otherwise agreed to by the Parties, Completion of each PhaseComponent
of Construction shall occur on or before [MarchOctober 31, 2023]2022 as described in the Site Plan;
provided, however, such commencement and completion dates are subject to the extent delayed by Force
Majeure. Furthermore, so long as Company diligently pursues construction in a commercially reasonable
manner, the Parties may jointly agree in writing to extend the Completion Date. All costs and expenses,
direct and indirect, associated with the construction and operation of the Project shall be the sole
responsibility of the Company.
 4.4.
Use. The Company may use the Property for any legally permissible use, subject
to Zoning and permitting and the terms of this Agreement and the related GPLET Leases.
 4.5.
Clawback. The Company shall have the right to terminate this Agreement, with
or without cause, prior to the Commencement of Construction of the Project. However, once
Construction Commences, Company shall complete all such construction in accordance with the Site
Plan and any applicable permit and/or approval as amended and approved by the Parties from time to
time.
(a)
In the event the Company terminates the Agreement in accordance with
this section, then to the extent that the Company has commenced construction of the Project, the
Company shall pay to the City such amounts necessary to reimburse the City for Fees payable to the City
which have been waived pursuant to this Agreement.
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5.
CITY OBLIGATIONS. If Company timely performs the applicable Company
Obligations, then City will perform the corresponding City Obligations as follows:
 5.1.
City Council Action Requirement. City staff agrees to submit any necessary act
or document requiring City council approval to the City Council in a timely manner. The City and the
Company acknowledge, notwithstanding any language of this Agreement or any subsequent additional
document, that no act, requirement, payment or other agreed-upon action to be done or performed by the
City which would, under any federal, state or city constitution, statute, charter provision, ordinance or
regulation, require formal action, approval or concurrence by the City Council, will be required to be
done or performed by the City unless and until said formal City Council action has been taken and
completed. “Completion” under this provision means that such City Council action is no longer subject
to referendum action. [NTD: CONFIRM WHETHER THIS PROVISION IS REQUIRED UNDER
GPLET LAW. IF NOT, DELETE?]
 5.2.
Development Rights. The City agrees that, for the term of this Agreement, the
Company and successor owners of the Property shall have a right to undertake and complete the
development and use of the Property in accordance with this Agreement, without being subject to
subsequent amendment to the City's Zoning Ordinance except future ordinances, rules, regulations and
official policies of City enacted as necessary to comply with mandatory requirements of state and federal
laws or regulations whose primary purpose is to alleviate legitimate threats to public health or public
safety, provided that in the event any such mandatory requirement prevents or precludes compliance with
this Agreement such affected provision(s) of this Agreement shall be modified as may be necessary to
achieve the minimum mandatory requirements of such state laws or regulations. For purposes of this
Agreement, the Development Plan and PAD zoning for the Property are deemed vested for the term of
this Agreement. Nothing herein affects the vesting of the Development Plan and PAD zoning for the
Property as a matter of common law following termination of this Agreement. During the term of this
Agreement, unless mutually agreed by the City and the Company’s or its designated assignee,
development of the Property shall be governed by the Site Plan, the City Zoning Ordinance, and PAD
zoning in effect at the time of approval of this Agreement.
 5.3.
Rezoning and Development Agreement Amendments. The City shall not initiate
any changes or modifications to the current PAD zoning that may adversely affect the Company’s use of
the Property, except at the request of the Company. The City shall not initiate any changes or
modifications to the design review approval for the Property, once such approval is final, except at the
request of the Company. Any such request by the Company for a change will be processed in the manner
then set forth in the City’s Zoning Ordinance.
 5.4.
Approval of Development Plan. The City acknowledges and agrees that the Site
Plan is in substantial conformance with the PAD zoning, and that the Property may be developed in
substantial conformance with the Site Plan without amending the PAD zoning.
 5.5.
Expedited City Review. The City shall design a customized plan review and
permitting schedule for the Company that will facilitate the phasing off-plan reviews and permitting to
accelerate construction of the Project (the “Custom Review Schedule”).
 5.6.
Fee Waiver. Company will pay any City fees related to the design and
construction of or the issuance of a certificate of occupancy for the Project, including, permits, reviews
(which shall only be charged at ordinary rates and without premium even if performed after hours or on
weekends), inspections (including expedited and after hours/weekends), code modification/formal
interpretations, record retention, planning, barricade, and other fees listed in the City of Glendale
Community Development Fee Schedule (collectively, “Fees”). The City agrees to waive any such Fees in
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an amount not to exceed One Million Dollars ($1,000,000) in exchange for Company’s performance of
its obligations under this Agreement.. The Company acknowledges the Fees do not include development
impact fees, and the Company agrees it will pay all development impact fees related to the Project.
 5.7.
Purchase of the Property by City. Upon Completion of Construction, City shall
acquire the Project from the Company, in the amount of Ten and 00/100 Dollars ($10.00), plus applicable
closing costs (the “Purchase Price”). The City and the Company shall inter into a sale agreement which
will, among other matters, set forth the time period that such sale and purchase will occur, the amount of
earnest money, if any, applied against the purchase price at the close of escrow, the prorations and
adjustments at close of escrow, the prorations and adjustments against the purchase price, the
identification and the escrow agent and conditions to closing. After the termination of each GPLET
Lease, the Company shall purchase the Project from City the at the original purchase price. The sale, if
any, of the Property and any improvements shall be governed by the Glendale Charter and City Code in
effect on the date of this Agreement, including but not limited to Section 2-166 and Section 2-167.
 5.8.
Water Commitment. City agrees that as soon as practicable after the Effective
Date, that the City will undertake all commercially reasonable efforts to provide water resources in a
quantity sufficient for the operation of the Project and to fill the Crystal Lagoon. Any costs or expenses
associated with any permits required for the City to provide water resources shall be paid for by
Company. Furthermore, the provision of water shall be subject to all Applicable Laws in addition to any
City, County, State or Federal water conservation plans that may be instituted city-wide during the term
of this Agreement.  As of the Effective Date, the City can provide water resources in a quantity sufficient
for the operation of the Project and to fill the Crystal Lagoon and the City is not aware of any Applicable
Laws, including any City, County, State or Federal water conservation plans that impair the City’s ability
to furnish adequate water resources in a quantity sufficient for the operation of the Project and to fill the
Crystal Lagoon.
 5.9.
Government Property Lease Excise Tax.
(a)
Upon request by Company at any time following ninety percent (90%)
completion of each PhaseComponent of the Project, the City and Company will enter into a “Government
Property Improvements Lease” in the form attached as Exhibit B for each such PhaseComponent of the
Project (“GPLET Lease”), whereby Company will convey that portion of the Property comprising the
applicable PhaseComponent of the Project, to the City by special warranty deed free and clear of or
superior in right to all financial liens and encumbrances, the property so conveyed will constitute
government property improvements pursuant to A.R.S. § 42-6201(2), the City shall constitute a
“government lessor” under A.R.S. § 42-6201(1), and Company will constitute a “prime lessee” under
A.R.S. § 42-6201(4). The Parties acknowledge that the initial conveyance of a PhaseComponent of the
Project will be or will include the Crystal Lagoon which conveyance shall conform to the requirements
set forth herein. Notwithstanding a termination of the Crystal Lagoon GPLET Lease, at no time will the
City become responsible for the operation of the Crystal Lagoon, excluding the City’s ongoing obligation
to supply water to the Crystal Lagoon.
(b)
Upon request by Company at any time following ninety percent (90%)
completion of each PhaseComponent of the Project, the City and Company will enter into a “Government
Property Improvements Lease” in the form attached as Exhibit C (“GPLET Lease”) for such applicable
PhaseComponent, to the City by special warranty deed free and clear of all unpermitted financial liens
and unpermitted orother than subordinated encumbrances, the property so conveyed will constitute
government property improvements pursuant to A.R.S. § 42-6201(2), the City shall constitute a
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“government lessor” under A.R.S. § 42-6201(1), and Company will constitute a “prime lessee” under
A.R.S. § 42-6201(4).
(c)
Each GPLET Lease shall be referred to as a “GPLET Lease” and all the
GPLET Leases shall be referred to herein as the “GPLET Leases”.
(d)
The term of each GPLET Lease shall be Twenty-Five (25) years, with an
annual rental payment due from the Company to the City in an amount of One-Hundred Twenty and
00/100 Dollars ($120.00).
(e)
Prior to the Parties’ entry into any GPLET Lease, the Company shall
provide an appropriately detailed description of the applicable PhaseComponent of the Project, sufficient
to allocate square footage of the areas within the applicable PhaseComponent of the Project used
primarily for athletic, recreational, entertainment, artistic, or cultural activities. Company shall be
responsible for continuous compliance and shall immediately notify the City of any changes to the
allocation of square footage or changes to the actual use of a particular allocation within any
PhaseComponent of the Project. Company shall be responsible for curing any deficiencies or negative
determinations, regarding allocation of areas or actual uses that are determined as not being used
primarily for athletic, recreational, entertainment, artistic, or cultural activities.
(f)
As required by A.R.S. § 42-620, notice is given hereunder and shall be
given under each GPLET Lease, that (i) the Company is responsible for payment of the tax liability under
the provisions of the GPLET, and (ii) failure by the Company to pay the tax liability under the GPLET
after notice and an opportunity to cure is an Event of the Default that could result in divesting the
Company of any interest in or right of occupancy to the Project.  [NTD: CONFIRM LAST CLAUSE IS
REQUIRED BY STATUTE. IF NOT, DELETE.]
6.
CITY REPRESENTATIONS.  City represents and warrants to Company that:
 6.1.
City has the full right, power and authority to enter into this Agreement and
perform this Agreement and each of the obligations and undertakings of City under this Agreement, and
City’s execution, delivery and performance of this Agreement have been duly authorized and agreed to in
compliance with the requirements of the City Code.
 6.2.
All consents and approvals necessary to the execution, delivery and performance
of this Agreement by City have been obtained, and no further action needs to be taken in connection with
City’s execution, delivery and performance of this Agreement.
 6.3.
As of the date of this Agreement, City knows of no litigation, proceeding,
initiative, referendum, investigation or threat of any of the same contesting the powers of City or its
officials with respect to this Agreement that has not been disclosed in writing to Company.
 6.4.
The execution, delivery and performance of this Agreement by City is not
prohibited by, and does not conflict with, any other agreements, instruments or judgments or decrees to
which City is a party or is otherwise subject.
 6.5.
No member, official or employee of the City has had any direct or indirect
interest in this Agreement and has not participated in any decision relating to the Agreement that is
prohibited by law. The Parties acknowledge that this Agreement is subject to cancellation pursuant to the
provisions of A.R.S. §38-511.
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6.6.
City has been assisted by counsel of its own choosing in connection with the
preparation and execution of this Agreement.
7.
COMPANY REPRESENTATIONS.  Company represents and warrants to City that:
 7.1.
Company has the full right, power and authority to enter into and perform this
Agreement and each of the obligations and undertakings of Company under this Agreement, and the
execution, delivery and performance of this Agreement by Company has been duly authorized and agreed
to in compliance with the Company’s organizational documents.
 7.2.
All consents and approvals necessary to Company’s execution, delivery and
performance of this Agreement have been obtained, and no further action needs to be taken in connection
with Company’s execution, delivery and performance of this Agreement.
 7.3.
As of the date of this Agreement, Company knows of no litigation, proceeding or
investigation pending or threatened against or affecting Company contesting the validity or enforceability
of this Agreement or Company’s performance under this Agreement.
 7.4.
The execution, delivery and performance of this Agreement by Company is not
prohibited by, and does not conflict with, Company’s organizational documents or any other agreements,
instruments, judgments or decrees to which Company is a party or to which Company is otherwise
subject.
 7.5.
Company has not paid or given, and will not pay or give, any third person any
money or other consideration for obtaining this Agreement, other than normal costs of conducting
business and costs of professional services such as architects, consultants, engineers and attorneys and
any licensed real estate broker retained by the Company.
 7.6.
Company has been assisted by counsel of its own choosing in connection with
the preparation and execution of this Agreement.
 7.7.
Company has adequate financing and financial resources to complete the Project
and comply with all of its obligations contained herein and each companion GPLET Lease.
8.
EVENTS OF DEFAULT; REMEDIES.
 8.1.
Events of Default by Company. “Default” by Company under this Agreement
will mean one or more of the following:
(a)
Any representation or warranty made in this Agreement by Company
was both material and materially inaccurate when made;
(b)
Company fails to observe or perform any covenant, obligation or
agreement required of it under this Agreement after notice, after the expiration of any applicable Cure
Period, and after the opportunity to cure as otherwise set forth in each GPLET Lease or as set forth in
this Agreement;
(c)
Company fails to maintain adequate financial or financial resources to
complete the Project or meet its obligations as contained herein and each companion GPLET Lease.
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8.2.
Events of Default by City. Default or an Event of Default by City under this
Agreement will mean one or more of the following:
(a)
Any representation or warranty made in this Agreement by City was
both material and materially inaccurate when made;
(b)
City fails to observe or perform any covenant, obligation or agreement
required of it under this Agreement after notice, after the expiration of any applicable Cure Period, and
after the opportunity to cure as otherwise set forth in each GPLET Lease or as set forth in this
Agreement.
 8.3.
Cure Periods; Notice and Cure. Upon the occurrence of a Default by any Party,
such Party will, upon written notice from the other Party, proceed promptly to cure or remedy such
Default and, in any event, such Default must be cured within thirty (30) days after receipt of such notice
or it shall become an Event of Default; or, if such Default is of a nature that is not capable of being cured
within thirty (30) days, the cure must be commenced within such period and diligently pursued to
completion, but not to exceed ninety (90) days in total unless otherwise agreed between the Parties (each
such period shall be deemed a “Cure Period”).
 8.4.
Remedies for Default. If an Event of Default should occur under any of the
obligations of the City or the Company as provided in this Agreement, each party shall be entitled to
exercise only those rights or remedies as are made available pursuant to the terms of this Agreement,
including without limitation specific performance, except as this Agreement, any document executed in
connection therewith, including the GPLET Leases may specifically limit such remedies.
Notwithstanding the foregoing, each party waives any claim such party may have for incidental or
consequential damages arising out of a failure of performance of the other party under this Agreement.
 8.5.
Delays; Waivers.  Except as otherwise expressly provided in this Agreement, any
delay by any Party in asserting any right or remedy under this Agreement will not operate as a waiver of
any such rights or limit such rights in any way; and any waiver in fact made by such Party with respect to
any Default by the other Party will not be considered as a waiver of rights with respect to any other
Default by the performing Party or with respect to the particular Default except to the extent specifically
waived in writing.  It is the intent of the Parties that this provision will enable each Party to avoid the risk
of being limited in the exercise of any right or remedy provided in this Agreement by waiver, laches or
otherwise at a time when it may still hope to resolve the problems created by the Default involved.
 8.6.
Rights and Remedies Cumulative. Except where exclusive and/or sole remedies
are expressly provided herein, the rights and remedies of the Parties are cumulative, and the exercise by
either Party of any one or more of such rights will not preclude the exercise by it, at the same or different
times, of any other right or remedy, allowed and enumerated under this Agreement for any other Event of
Default by the other Party.
 8.7.
Informal Resolution and Mediation.
(a)
If there is a dispute under this Agreement, the Parties agree that the City
Representative and Company Representative shall promptly meet (not more than five (5) City of
Glendale business days after notice) to resolve the dispute. If these representatives are unable to resolve
the dispute, Company shall designate a person that has final authority to resolve the dispute on behalf of
the Company and this person shall meet with the City’s City Manager to seek resolution of the dispute.
SPR 17590564.2 
11 SPR 17590564.3

(b)
If there is a dispute that the Parties cannot resolve in the manner
described in Section 8.8(a) above, the Parties agree that there shall be a ninety (90) day moratorium on
litigation during which time the Parties agree to attempt to settle the dispute by non-binding mediation
before commencement of litigation. Company may send a notice of claim to the City and/or file a lawsuit
or take other action against the City that Company deems necessary in order to preserve its rights during
the pendency of the ninety (90) day moratorium on litigation. The mediation shall not be subject to the
Commercial Mediation Rules of the American Arbitration Association. The matter in dispute shall be
submitted to a mediator mutually selected by Company and City. If the Parties cannot agree upon the
selection of a mediator within ten (10) days, then within five (5) days thereafter, City and Company shall
request that the Presiding Judge of the Superior Court in and for the County of Maricopa, State of
Arizona, appoint the mediator. The mediator selected shall have at least ten (10) years’ experience in
mediating or arbitrating disputes relating to commercial property, commercial transactions or complex
contracts. The cost of any such mediation shall be divided equally between City and Company. The
results of the mediation shall be nonbinding, with any Party free to initiate litigation upon the earlier of
the conclusion of the mediation or of the ninety (90) day moratorium on litigation. The mediation shall
be completed in one day (or less) and shall be confidential, private, and otherwise governed by the
provisions of A.R.S. §12-2238.
9.
DESIGNATED REPRESENTATIVES AND COOPERATION.
 9.1.
Representatives. To further the cooperation of the Parties in implementing this
Agreement, City and Company each will designate and appoint a representative to act as a liaison
between City and its various departments and Company. The initial representative for City will be
[_______________] (the “City Representative”), and the initial representative for Company will be
Glen B. Bilbo, Manager of Epic Resort Destinations, LLC, the parent of the Company, or such other
individual as identified by Company from time to time (the “Company Representative”). The City
Representative and the Company Representative will be available at all reasonable times to discuss and
review the performance of the Parties to this Agreement and the development of the Property.
 9.2.
Continued Cooperation. City and Company agree they will maintain an ongoing
relationship and use good faith and reasonable efforts to coordinate development of the Property and the
Project and methods to mitigate any potential impacts on each other’s operations.  Such coordination will
include but not be limited to: Representatives of City and Company will meet regularly to discuss
development progress, operational build-out and utility service issues such as planned service
interruptions. Additionally, the City will endeavor to provide reasonable prior notice to Company of any
planned water service interruptions, including the expected time period of the planned water service
interruptions.
10.
MISCELLANEOUS PROVISIONS.
 10.1.
Indemnification. Each of the Parties shall indemnify, protect, defend and hold
harmless the other from and against any and all claims, costs, damages and liabilities (including
attorneys’ fees and costs) arising from any breach by such party of any of the representations and
warranties contained herein, and shall give prompt notice to the other Party upon receipt of written notice
or obtaining actual knowledge of any pending or threatened claim or litigation that may be subject to the
Parties’ indemnity obligations under this Agreement.
 10.2.
Defense of Agreement. In the event of any Third Party challenge to the validity
and enforceability of this Agreement or any proceeding or litigation arising from its terms that names
City or Company as a party or which challenges the authority of the Parties to enter into or perform any
of its obligations hereunder, the Parties may jointly cooperate to defend such challenge. In the event
SPR 17590564.2 
12 SPR 17590564.3

either Party does not desire to participate in such defense, such party shall cooperate in a commercially
reasonable manner in the event the other Party desires to mount such a defense at its sole cost and
expense. So long as one Party is actively defending, the remaining Party shall not terminate this
Agreement.
 10.3.
Governing Law; Choice of Forum. This Agreement will be deemed to be made
under, will be construed in accordance with, and will be governed by the internal, substantive laws of the
State of Arizona (without reference to conflict of law principles). Any action brought to interpret,
enforce or construe any provision of this Agreement must be commenced and maintained in the United
States District Court for the District of Arizona (or, as may be appropriate, in the Justice Courts of the
County, or in the Superior Court of the State of Arizona in and for the County of Maricopa, if, but only
if, the District Court lacks or declines jurisdiction over such action). The Parties irrevocably consent to
jurisdiction and venue in such courts for such purposes and agree not to seek transfer or removal of any
action commenced in accordance with the terms of this Section.
 10.4.
Restrictions on Assignment and Transfer.
(a)
Restriction on Transfers. The Company represents and agrees that its
undertakings pursuant to this Agreement are and will be for the purpose of development of the Project on
the Property and not for speculation in landholding. The Company further recognizes that the
qualifications of its principals are of particular concern to the City and that it is because of such
qualifications and identity that the City is entering into this Agreement. In recognition of the Company’s
expertise and experience, the Company may not assign or transfer its rights under this Agreement to any
other person or entity, except for the Company’s Lender, without the prior express written consent of the
City, which consent may be withheld in the City’s sole and absolute discretion. Notwithstanding City
consent, any such assignment shall not relieve the Company of any obligations hereunder. Moreover, no
voluntary or involuntary successor-in-interest to the Company may acquire any rights under this
Agreement except as expressly set forth in this Section 10.4. Notwithstanding the foregoing, the
Company shall be entitled to freely transfer and/or assign the membership interests of the Company
without the written consent of the City.
(b)
Transfers by City. Except as expressly set forth herein, City’s rights and
obligations under this Agreement will be non-assignable and non-transferable, without the prior express
written consent of Company, which consent may be given or withheld in Company’s sole and unfettered
discretion.
 10.5.
Limited Severability. City and Company each believes that the execution,
delivery and performance of this Agreement comply with all Applicable Laws. However, in the unlikely
event that any provision of this Agreement is declared void or unenforceable, such provision will be
deemed severed from this Agreement and this Agreement will otherwise remain in full force and effect;
provided that this Agreement will retroactively be deemed reformed to the extent reasonably possible in
such a manner so that the reformed agreement (and any related agreements effective as of the same date)
provide essentially the same rights and benefits (economic and otherwise) to the Parties as if such
severance and reformation were not required. The Parties further agree, in such circumstances, to do all
acts and to execute all amendments, instruments and consents necessary to accomplish and to give effect
to the purposes of this Agreement, as reformed.
 10.6.
Construction. The terms and provisions of this Agreement represent the results
of negotiations between the Parties, each of which has been or has had the opportunity to be represented
by counsel of its own choosing, and none of which has acted under any duress or compulsion, whether
legal, economic or otherwise. Consequently, the terms and provisions of this Agreement will be
SPR 17590564.2 
13 SPR 17590564.3

SPR 17590564.2 
14 SPR 17590564.3
If to the Company:
The City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
Attention:  Kevin Phelps, City Manager
kphelps@glendaleaz.com
ECL Glendale, LLC
2664 E. Kearney St.
Springfield, MO 65803
Attention: Glen B. Bilbo
gbilbo@crystallagoonsisland resort.com
interpreted and construed in accordance with their usual and customary meanings, and the Parties each
hereby waive the application of any rule of law which would otherwise be applicable in connection with
the interpretation and construction of this Agreement that ambiguous or conflicting terms or provisions
contained in this Agreement will be interpreted or construed against the Party who prepared or whose
attorney prepared the executed Agreement or any earlier draft of the same.
 10.7.
Notices. Any notice, request, demand, statement, or consent herein required or
permitted to be given by either Party to the other in this Lease (each, a “Notice”), must be in writing
signed by or on behalf of the party giving the notice and addressed to the other at the address as set forth
below:
With a required copy to:
Spencer Fane LLP
2144 E. Republic Road, Suite B300
Springfield, MO 65804
Attn: Richard Walters
rwalters@spencerfane.com
With a required copy to:
If to Fisher
The City of Glendale
5850 W. Glendale Avenue,
Glendale, Arizona 85301
Attention: Michael Bailey, City Attorney
mbailey@glendaleaz.com
Fisher White Sands LLC
3800 N. Central Avenue, Suite 460
Phoenix, AZ 85012
Attn: Tommy Fisher
If to the City:
Each party may by notice in writing change its address for the purpose of this Agreement, which
address shall thereafter be used in place of the former address. Each notice, demand, request, or
communication which shall be mailed to any of the aforesaid shall be deemed sufficiently given, served,
or sent for all purposes hereunder (i) two (2) business days after deposit with the United States Postal
Service as registered or certified mail, postage prepaid and return receipt requested, (ii) upon personal
delivery, or (iii) one (1) business day after deposit with any recognized commercial air courier or express
service for next business day delivery.
 10.8.
No Agency Created. Nothing contained in this Agreement creates any
partnership, joint venture or agency relationship between the City and the Company. No term or
provision of this Agreement is intended to be for the benefit of any person, firm, organization or

corporation not a party hereto, and no other person, firm, organization or corporation may have any right
or cause of action hereunder.
 10.9.
Time of Essence. Time is of the essence of this Agreement and each provision
hereof.
 10.10. Section Headings. The Section headings contained in this Agreement are for
convenience of reference only and are not intended to define or limit the scope of any provision of this
Agreement.
 10.11. Attorneys’ Fees and Costs. In the event either Party commences litigation for
the judicial interpretation, enforcement, termination, cancellation or rescission hereof, or for damages for
the breach hereof, then, in addition to any or all other relief awarded in such litigation, the prevailing
Party therein shall be entitled to a judgment against the other for an amount equal to reasonable
attorneys’ fees and court and other costs incurred.
 10.12. Waiver. Without limiting the provisions of Section 8.5 of this Agreement, the
Parties agree that neither the failure nor the delay of any Party to exercise any right, remedy, power or
privilege under this Agreement will operate as a waiver of such right, remedy, power or privilege, nor
will any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor will any waiver of any right,
remedy, power or privilege with respect to any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence. No waiver will be effective unless it is
in writing and is signed by the Party asserted to have granted such waiver. Nothing herein shall constitute
a waiver of the City’s police powers or amount to an unlawful delegation of governmental authority by
the City.
 10.13. Third Party Beneficiaries. No person or entity will be a third party beneficiary
to this Agreement, except for permitted transferees, successors, assignees, or lenders to the extent that
they assume or succeed to the rights and/or obligations of Company under this Agreement, and except
that the indemnified Parties referred to in the indemnification provisions of Section 10.1 (or elsewhere in
this Agreement) will be third party beneficiaries of such indemnification provisions.
 10.14. Exhibits. Without limiting the provisions of Section 1 of this Agreement, the
Parties agree that all references to this Agreement include all Exhibits designated in and attached to this
Agreement, such Exhibits being incorporated into and made an integral part of this Agreement for all
purposes.
 10.15. Integration. Except as expressly provided herein, this Agreement constitutes the
entire agreement between the Parties with respect to the subject matters hereof and supersedes any prior
agreement, understanding, negotiation or representation regarding the subject matters covered by this
Agreement.
 10.16. Further Assurances. Each Party agrees to perform such other and further acts
and to execute and deliver such additional agreements, documents, affidavits, certifications,
acknowledgments and instruments as any other Party may reasonably require to consummate, evidence,
confirm or carry out the matters contemplated by this Agreement or confirm the status of (a) this
Agreement as in full force and effect and (b) the performance of the obligations hereunder at any time
during its Term. The Parties will take all actions necessary to implement, evidence, and enforce this
Agreement.
SPR 17590564.2 
15 SPR 17590564.3

10.17. Business Days. If the last day of any time period stated in this Agreement or the
date on which any obligation to be performed under this Agreement falls on a Friday, Saturday, Sunday,
a legal holiday, or a day on which national banking associations are not open for general banking
business, then the duration of such time period or the date of performance, as applicable, will be
extended so that it will end on the next succeeding day which is not a Friday, Saturday, Sunday, a legal
holiday, or a day on which national banking associations are not open for general banking business.
 10.18. Consents and Approvals. Wherever this Agreement requires or permits the
consent or approval of a Party to any act, document, use or other matter, such consent or approval will be
given or denied by such Party in its reasonable discretion, not in an unreasonable manner to be
conditioned or delayed, unless this Agreement expressly provides otherwise.  .
 10.19. Covenants Running With Land; Inurement. The covenants, conditions, terms
and provisions of this Agreement relating to use of the Property will run with the Property and will be
binding upon, and will inure to the benefit of, the Parties and their respective permitted successors and
assigns with respect to such Property. Wherever the term “Party” or the name of any particular Party is
used in this Agreement such term will include any such Party’s permitted successors and assigns.
 10.20. Recordation. Within ten (10) days after this Agreement has been executed by
the Parties, City will cause this Agreement to be recorded in the Official Records of the County.
 10.21. Amendment. No change or addition is to be made to this Agreement except by
written amendment executed by City and Company. Within ten (10) days after any amendment to this
Agreement has been signed by the Parties, such amendment will be recorded in the Official Records of
the County. Upon amendment of this Agreement as established herein, references to “Agreement” or
“Development Agreement” will mean this Agreement as amended. If, after the effective date of any
amendment(s), the Parties find it necessary to refer to this Agreement in its original, unamended form,
they will refer to it as the “Original Development Agreement.” When the Parties mean to refer to any
specific amendment to the Agreement which amendment is unmodified by any subsequent amendments,
the Parties will refer to it by the number of the amendment as well as its effective date.
 10.22. Good Faith of Parties. Except where any matter is expressly stated to be in the
sole discretion of a Party, in performance of this Agreement or in considering any requested extension of
time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily or
capriciously and will not unreasonably withhold, delay or condition any requested approval,
acknowledgment or consent.
 10.23. Rights of Lenders.
(a)
City is aware that Company has obtained financing from its Lender, TGF
Properties, LLC, or may obtain refinancing or refinancings for acquisition, development and/or
construction of the real property and Private Improvements (and appurtenant rights of the city) to be
constructed on the Property, in whole or in part, from time to time, by one or more Third Parties
(individually a “Lender,” and collectively the “Lenders”).
(b)
Company shall have the right at any time, and as often as it desires, to
finance or refinance the acquisition, development and/or construction of the real property and Private
Improvements (and appurtenant rights of the City) to be constructed on the Property, in whole or in part,
and to secure such financing with a lien or liens against the Property; provided, however, that all such
liens must be released or subordinated in their entirety (or amended to encumber only the Company’s
SPR 17590564.2 
16 SPR 17590564.3

leasehold interest) prior to any transfer or conveyance of the Property and the Private Improvements to
City in connection with each GPLET Lease.  [NTD:  CONFIRM]
(c)
Notwithstanding any other provision of this Agreement, Company may
collaterally assign all or part of its rights and duties under this Agreement as security to any Lender
without such Lender assuming the obligations of Company under this Agreement, but without releasing
Company from its obligations under this Agreement.
(d)
The City acknowledges that the Company currently has a loan with TGF
Properties, LLC, and the City approves such financing and refinancings with TGF Properties, LLC, and
agrees that TGF Properties, LLC and any affiliate of TGF Properties, LLC shall be an “Approved
Lender” for all purposes under this Agreement or under any GPLET Lease.
 10.24. Nonliability of City Employees, Officials, Etc., and of Employees, Shareholders,
Members and Partners, Etc. of Company. No City Council member, official, representative, agent,
attorney or employee of City will be personally liable to any of the other Parties hereto, or to any
successor in interest to any of the other Parties, in the event of any Default or breach by City or for any
amount which may become due to any of the other Parties or their successors, or with respect to any
obligation of City under the terms of this Agreement. Notwithstanding anything contained in this
Agreement to the contrary, the liability of Company under this Agreement will be limited solely to the
assets of Company and will not extend to or be enforceable against: (i) the individual assets of any of the
individuals or entities who are shareholders, members, managers constituent partners, officers or
directors of the Company or any of its constituent equity owners; (ii) the shareholders, members or
managers or constituent equity owners of Company; or (iii) officers of Company.
 10.25. WAIVER OF JURY TRIAL. THE CITY AND THE COMPANY HEREBY
KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS
EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING,
COUNTERCLAIM OR DEFENSE BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER
OR IN ANY WAY CONNECTED TO THIS AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY
PARTY HERETO RELATING TO THIS AGREEMENT.
 10.26. Termination of Original GPLET Leases. The Parties acknowledge that as of the
date of this Agreement, that construction of the Project has not been completed. Accordingly, the
recording of the Original GPLET Leases was done prematurely, and the Parties shall execute a
termination of the Original GPLET Leases on a form of termination which is executed in recordable form
and shall be recorded in the office of the Recorder of the County. A specimen form the Termination of
the Original GPLET Leases is attached hereto as Schedule 10.26.
 10.27. Amendment and Restatement of Original Development Agreement. The
Original Development Agreement is hereby amended in its entirety and restated herein.
 10.28. [RESERVED TO INCLUDE CITY’S LANGUAGE]
SPR 17590564.2 
17 SPR 17590564.3

SPR 17590564.2 
18 SPR 17590564.3
APPROVED AS TO FORM:
By:
City Attorney
CITY:
CITY OF GLENDALE, ARIZONA, an Arizona
municipal corporation
By:
Its:
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.
STATE OF ARIZONA
)
) ss.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this ____ day of __________December,
2021, by ______________________ the ______________ of the City of Glendale, Arizona, an Arizona
municipal corporation, who acknowledged that he/she signed the foregoing instrument on behalf of the
City.
Notary Public
ATTEST:
By:
City Clerk
My Commission Expires:

SPR 17590564.2 
19 SPR 17590564.3
Notary Public
My Commission Expires:
COMPANY:
ECL GLENDALE, LLC, a Arizona limited
liability company
By: EPIC RESORT DESTINATIONS, LLC,
a Missouri limited liability company, its sole
member
By:
               Glen B. Bilbo, Manager
STATE OF ARIZONA
)
) ss.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me this ____ day of __________December,
2021, by Glen B. Bilbo, the Manager of Epic Resort Destination, a Missouri limited liability company,
the sole member of the Company named in the foregoing Development Agreement, who acknowledged
that he signed the foregoing instrument on behalf of the Company.

EXHIBIT A TO DEVELOPMENT AGREEMENT
LEGAL DESCRIPTION
EPIC GLENDALE
LEGAL DESCRIPTON
A portion of Parcel A, Minor Land Division Minor Land Division for Bethany Land Partners LLC, as
recorded in Book 989, Page 24, Maricopa County records and a portion of the Right-of-Way
Abandonment of 95th Avenue, as recorded in Document 20____-_______, Maricopa County records, all
being situated within the Northwest Quarter of Section 16, Township 2 North, Range 1 East of the Gila
and Salt River Meridian, Maricopa County, Arizona, being more particularly described as follows:
COMMENCING at a found 3” brass cap flush accepted as the center of said Section 16 from which a
found 3” Maricopa County Highway Department brass cap in hand hole accepted as the West quarter
corner thereof bears South 88°02'57" West, 2655,12 feet;
Thence South 88°02'57" West, 313.51 feet along the south line of said Northwest quarter to the east line
of said Parcel A;
Thence North 00°29'04" East, 912.80 feet along said east line, also being along the westerly line of the
55.00 feet Right-of-Way of the Map of Dedication for 95th Avenue Extension as recorded in Book 1399,
Page 47, Maricopa County records;
Thence leaving said east line, North 89°30’56” West, 81.65 feet to the POINT OF BEGINNING;
Thence South 89°46'50" West, 577.72 feet;
Thence North 44°07'57" West, 169.63 feet;
Thence North 90o00'00’' West, 63.38 feet;
Thence North 01°48’25" West, 44.07 feet;
Thence North 58°38'49" East, 30.92 feet;
Thence North 28°03'08" West, 116.29 feet;
Thence North 00°35'05" West, 216.25 feet;
Thence North 27°36'45" East, 70.98 feet;
Thence North 23°02’49" West, 133.20 feet;
Thence North 00°30'19" West, 268.15 feet;
Thence North 43°03'11" East, 141,22 feet;
Thence South 44°00'02" East, 106.67 feet;
Exhibit A - 1
SPR 17590564.2 SPR 17590564.3

Thence North 60°26'56" East, 59.00 feet;
Thence North 45°1T49" East, 111.09 feet;
Thence North 45°34’59" East, 108.03 feet;
Thence North 45°56'02" East, 93.17 feet;
Thence North 30°35'43" East, 60.47 feet;
Thence North 45°14'54" West, 43.23 feet;
Thence North 45°01'43" East, 127.64 feet;
Thence North 86°44'06" East, 212.41 feet;
Thence South 48°44'10" East, 174.81 feet;
Thence South 74°54'26" East, 146.45 feet;
Thence South 01°37'14" West, 193.15 feet;
Thence South 31°50'23" East, 67.63 feet;
Thence South 01°15'31" West, 230.27 feet;
Thence South 25°10'54" West, 114.63 feet to a non-tangent curve, concave southeasterly, having a radius
of 55.09 feet, the center of which bears South 19°30'47" West;
Thence southwesterly along said curve, through a central angle of 147°18'14", an arc length of 141.62
feet to a non-tangent line;
Thence South 16°33'11" West, 172.74 feet;
Thence South 00°42'15" West, 331.20 feet;
Thence South 37°00,45" West, 113.75 feet to the POINT OF BEGINNING.
The above described parcel contains a computed area of 1,129,364 sq. ft. (25.9266 acres) more or less
and being subject to any easements, restrictions, rights-of-way of record or otherwise.
The description shown hereon is not to be used to violate any subdivision regulation of the state, county
and/or municipality or any land division restrictions.
SPR 17590564.2   Exhibit A - 2 SPR 17590564.3

SPR 17590564.2   Exhibit A - 3 SPR 17590564.3

SPR 17590564.2   Exhibit A - 4 SPR 17590564.3

SPR 17590564.2   Exhibit A - 5 SPR 17590564.3

EXHIBIT B TO DEVELOPMENT AGREEMENT
GOVERNMENT PROPERTY IMPROVEMENTS LEASE – SPECIMEN FORM
[TO BE ATTACHED]
Exhibit B
SPR 17590564.3

EXHIBIT C TO DEVELOPMENT AGREEMENT
SITE PLAN AND DEVELOPMENT NARRATIVE
[TO BE ATTACHED]
EXHIBIT CExhibit C
SPR 17590564.2 SPR 17590564.3

EXHIBIT D TO DEVELOPMENT AGREEMENT
SITE IMPROVEMENTS LIST & DRAWINGS
[TO BE ATTACHED]
[DOES THIS NEED TO BE REVISED?]
Exhibit D
SPR 17590564.2 SPR 17590564.3

EXHIBIT E TO DEVELOPMENT AGREEMENT
PARKING SPACES LEASE AGREEMENT
[TO BE ATTACHED]
Exhibit E
SPR 17590564.3

SCHEDULE 10.26
TERMINATION OF ORIGINAL GPLET LEASES
[TO BE PREPARED BY CITY ATTORNEY AND ATTACHED]
Schedule 10.26
SPR 17590564.3

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