Infrastructure Agreement

INFRASTRUCTURE COST SHARING AGREEMENT
VIRGIN INDUSTRIAL PARK PHASE 1

WHEREAS, VIP Industrial Holdings, LLC, a Delaware limited liability company (“VIP”) is the
owner of property described on Exhibit A hereto (the “Property”); and

WHEREAS, VIP is proposing to construct an industrial warehouse development on the Property (“the
Project”) which is located in Maricopa County (“County”) on the west side of Reems Road in the vicinity of
the Hatcher Road intersection and has submitted to the County a development plan for the Project; and

WHEREAS, the Project, during its first phase, will have an access point on Reems Road, which is
owned and operated by the City of Glendale (“City”); and

WHEREAS, VIP has submitted to the City a construction plan for the driveway and temporary
deceleration lane in support of the access point which the City approved; and

WHEREAS, as a condition of such approval and permitting, the City is requiring that VIP provide a
payment-in-lieu for improvements to be made to Reems Road. These improvements include the construction
of the permanent deceleration lane in the location shown on Exhibit B hereto and the signalization of the
intersection of Reems Road and Hatcher Road (collectively, the “Road Improvements”). The Road
Improvements shall be constructed by or on behalf of the City.

NOW THEREFORE the CITY OF GLENDALE and VIP hereby, in consideration of the mutual
agreements of the parties as set forth herein, enter into this agreement (“Agreement”) for the design and
construction of the Road Improvements and payment thereof.

L VIP's Responsibility

Subject to the terms and conditions set forth herein, prior to VIP receiving construction permits, VIP
shall deposit, with the City, an amount of Two Hundred Forty One Thousand Nineteen and Fifty Hundredth
Dollars ($241,019.50) (the “Funds”), which represents the payment of the total contribution by VIP for the
design and construction of the Road Improvements (One Hundred Fifty Thousand Dollars ($150,000.00) for
the signal improvements at Hatcher Road and Reems Road and Ninety One Thousand Nineteen and Fifty
Hundredth Dollars ($91,019.50) for the permanent deceleration lane improvements). Such deposit of the Funds
may be made by VIP by certified check or by wiring the Funds to the City’s account. At such time when VIP
has the deposited the Funds with the City, VIP will be deemed to have met and satisfied the requirement to
pay for the Road Improvements, it being agreed between the parties that VIP is depositing such Funds with the
City in lieu of VIP constructing and paying for any portion of the Road Improvements.

IL. City’s Responsibility
City shall, at its sole cost and expense, contract for the design and construction of the Road
Improvements. City shall apply the Funds towards the cost of the design and construction of the Road

Improvements. City will complete the design and construction of the Road Improvements within ten (10)
years of the Effective Date of this Agreement.

If City fails to complete the design and construction of all or a portion of the Road Improvements
within ten (10) years of the Effective Date of this Agreement, then: (i) City shall refund and pay the applicable
portion of the Funds to VIP within thirty (30) days of receipt of a written request from VIP to refund the Funds

infrastructure Cost Share Agreement Page 1

to VIP; and (ii) VIP shall thereafter have no obligation to construct or pay for at any time the Road
Improvements or any portion thereof.

TIL. Miscellaneous Provisions

A. Governing Law. This Agreement shall be governed by the applicable law of the State of Arizona and
due performance by each Party or any action arising under this Agreement shall lie in Maricopa County,
Arizona. Jurisdiction and venue shall be in Maricopa County, Arizona, and each of the Parties submit to
personal jurisdiction in the state district courts in such county.

B. No Waiver. Nothing in this Agreement shall be deemed to waive, modify or amend any legal defense
available at law or in equity to any of the Parties nor to create any legal rights or claim on behalf of any third
party. No Party waives, modifies, or alters to any extent whatsoever the availability of the defense of
governmental immunity under the laws of the State of Arizona of the United States.

Cc, Entire Agreement. This Agreement and any Exhibits hereto embody the entire agreement and
understanding of the Parties hereto and supersede any and all prior agreements, arrangements and
understandings relating to the matters expressly provided for herein. No amendment, waiver of compliance a
with any provision or condition hereof or consent pursuant to this Agreement shall be effective unless
evidenced by an instrument in writing signed by both Continental and the City and authorized by their
respective governing bodies.

D. Partial Invalidity. In the event any provision of this Agreement shall be held invalid or unenforceable
by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other
provision hereof, but rather this entire Agreement will be construed as if not containing the particular invalid
or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and
enforced in accordance therewith. The parties acknowledge that if any provision of this Agreement is
determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and
construed on such a manner that it will, to the maximum extent practicable, be deemed to be validated and
enforceable,

E. Survival and Binding Terms. Any provision of this Agreement that by its terms expressly survives
the termination of this Agreement shall bind the parties’ successors and assigns as set forth herein. City and
VIP mutually recognize and agree that the obligations under this Agreement are personal to VIP and shall not
run with the plat or with the land comprising the Project and this Agreement shall not be recorded by either
the City or Continental.

F. Assignment. This Agreement shall not be assignable by either party without the prior written consent
of the other party nor in contravention of any other provisions contained herein.

G. Benefits. This Agreement shall not be construed as creating any rights in any third party or any duty
to any third party.

H. Notice. Any notices, requests or demands to be given hereunder by either party to the other shall be
deemed to have been duly given if in writing and if affected by personal delivery to the office of the individual

designated below, or by certified mail, return receipt requested or via a recognized overnight national courier
such as Federal Express to the addresses set forth below:

Infrastructure Cost Share Agreement Page 2

CITY:

City of Glendale

Attention: City Manager
5850 West Glendale Avenue
Glendale, Arizona 85301

With copy to:

City of Glendale

Attention: City Attorney
5850 West Glendale Avenue
Glendale, Arizona 85301

VIP:
IndiCap Inc.
Attention: Mike Chernine, Principal
10845 Griffith Peak Drive
Las Vegas, NV 89135
L Article and Section Headings. The Article and Section headings contained herein are for

convenience and reference and are not intended to define or limit the scope of any provision of this contract.

J. Gender and Number. Words of any gender used in this Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held to include the plural, unless the
context otherwise requires.

K. Misspelled Words: Misspelling of one or more words in this contract shall not void this contract.
Such misspelled words shall be read so as to have the meaning apparently intended by the parties.

L. Multiple Copies. This Agreement may be simultaneously executed in two counterparts, each of which
shall be an original and all of which shall be considered fully executed as of the date when all Parties have
executed an identical counterpart, notwithstanding that all signatures may not appear on the same counterpart.

M. Effective Date. The Effective Date of this Agreement shall be , 2023.

[Signatures on next page]

Infrastructure Cost Share Agreement Page 3

IN WITNESS HEREOF, the Parties have caused this Agreement to be duly executed as follows:

ATTEST:

Julie Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael Bailey, City Attorney

Infrastructure Cost Share Agreement

CITY OF GLENDALE, ARIZONA

an Arizona municipal corporation,

Kevin R. Phelps
City Manager

Page 4

VIP INDUSTRIAL HOLDINGS, LLC,

a Delaware limited liability company

Mike Chernine, Principal

State of N@vocko )
County of _C\cuc & )

This instrument was acknowledged before me on this lem day of [March » 2023, by

Micha7eg ( Cherning .. In witness whereof I hereunto set my hand and official seal.

Career C or

Notary Public

CANDICE ORTH
Notary Public, State of Nevada
Appaintment No, 19-1097-01
My Appt. Expires Sep 5, 2023

My commission expires: S2p 52024

Infrastructure Cost Share Agreement Page 5

Exhibit A
Legal Description of Property

Infrastructure Cost Share Agreement Page 6

REEMS AND OLIVE
OVERALL PROPERTY
LEGAL DESCRIPTION

A portion of land being situated within the Speciat Warranty Deed as recorded in
Document No. 2021-0706862, Records of Maricopa County, Arizona, tying within
fhe East Half of Section 30, Township 3 North, Range 1 West of the Gila and Salt
River Meridian, Maricopa County, Arizona, being more particularly described as
follows:

COMMENING at a found 2 Inch Maricopa County Aluminum cap flush accepted
as the South Quarter Comer of said Section 30 from which a found 3 inch Maricapa
County Highway Department Brass cap In hand hole, down 0.5 fest, acceptect as
the Southeast Gomer thereof bears South 89°02'25 East, 2635.71 feet;

Thence North 00°03'14* West, 83.01 feet along the west line of said east half to
the POINT OF BEGINNING;

Thence continuing along said west tine, North 00°03'14" West, 2564.39 feet to the
center of said Section 30;

Thence South 88°59'47" East, 309.41 feet along the East-West Mid-Section line
of said Section 30 to the Southeast comer of the Final Plat of “Twelve Oaks
Estates" as recorded in Bock 723, Page 29, records of Maricopa Caunty, Arizona:
Thence leaving said East-West Mid-Section fine and along the east line of said
final plat, North 00°03'14* West, 75,01 feet fo a line that is parallel with and 75.00
feet north of said East-West Mid-Section line;

Thence leaving said east line and along sald parallel Ine, South 88°59'47" East,
1170.27 feet;

Thence leaving said parallel line, South 22°50'03" West, 227.27 feet;
Thence South 16°27'10" West, 518.85 feet;
Thence South 09°26'42" West, 505.53 feet;
Thence South 02°17'17" West, 126.66 feet;

Thence South 88°54'22" East, 1217.07 feet fo the wast line of Document No. 2007-
0429082, records of Maricopa County, Arizona;

Thence along said west line, South 00°00" East, 80.01 feat;
Thence leaving said west line, North 88°54°22" West, 1220.27 feet;

U:2300\2374\SURVEY\DOCS\LEGAL\2374-OVERALL PROPERTY-LEGAL.docx PAGE 1 OF 2

infrastructure Cost Share Agreement Page 7

Thencs South 02°17'17" West, 293.46 feat;
Thence South 00°07'04" East, 500.09 feet;

Thence South 61°43'13" East, 417.41 feet to the north line of the south 83.00 feet
of the East half of sak Section 30;

Thenes along sald north line, North 89°02'25" West, 1152.33 feet to the POINT OF
BEGINNING,

The above described parcel contains a computed area of 3,260,147 sq, ft.
(74.8427 acres) more or less and being subject to any easements, restrictions,
rights-of-way of record or othenwise.

The description shown hereon is not fo be used to violate any subdivision
regulation of the state, county and/or munielpality or any land division restrictions.

Prepared by: HILGARTWILSON, LLC
2141 E. Highland Avenue, Sulte 250
Phoenix, AZ 85016
Project No. 2374
Date: April 2022

UAZ3002374\SURVEYIDOCSILEGALI2374-OVERALL PROPERTY-LEGAL docx PAGE 2 OF 2

Infrastructure Cost Share Agreement Page 8

ey

NORI ER CORNER
j — SECTION 0 T3N, RIW

FOUND 3” CITY OF SURPRISE, BRASS CAP FLUSH

ar Lis
\SOUTH QUARTER CORNER

SECTION 30, TSN, RIW
FOUND 2° MARICOPA COUNTY

330 a RLS 365635 2003
ENT

L4
23 TJ
CENTER OF v EAST QUARTER CORNER
i \_ SECTION 30, T3N, RIW SECTION 30, TSN, RIW /
| FOUND REBAR NO ID FOUND 3” MARICOPA COUNTY ~
AFFIXED CAP RES 49926 io HIGHWAY DEPARTMENT BRASS
7 ‘CAP IN HAND HOLE, DOWN 0.5’
DOC. NO.
ix 20070429082,
~t MCR.
g
5
} DOC, NO. 3 Le
de 2021--0706862, i)
7 MCR. bar}
3 a Lif
8 5
»)
a
N
J Tr |
/ BEGINNING >

"$89°02"'25"E 2635.71"

ALUMINUM CAP FLUSH, STAMPED T3N RIW 1/4

SOUTHEAST CORNER
SECTION 30, T3N, RIW
FOUND 3” MARICOPA COUNTY
HIGHWAY DEPARTMENT BRASS
CAP IN HAND HOLE, DOWN 0.5°

PROJ.NO.: S74
DATE: APR 2022
SCALE: NTS,

REEMS AND OLIVE

OVERALL PROPERTY
MARICOPA COUNTY, ARIZONA

tf

HILGARTWILSGON

DRAWN BY: JK
CHECKED BY: KuP.

E> WliReiTr

2444. E, HIGHLAND AVE, STE. 250
PHOENIX, AZ 85016

Rie. ACTS, We

Infrastructure Cost Share Agreement

P: . 8: F; -368.24636
TVS SME EEDA ATOR BRSAS / Fe 60: SARE Tea PA

Page 9

Exhibit B

Deceleration Lane Improvements and Budget

a ae

tL

$5; = /

fat et a
(a ie bard

= /
|

SSSSSS Pf sill
1g Bek ce eho ms Ome
HE
eee Se :
SS sy Ze
op o 2
N_REEMS ROAD an ae

e Improvements to begin approximately
Avenue

e The permanent improvements are not being constructed now due to the one-way crown that exists on

Reems Road

Infrastructure Cost Share Agreement

1300 feet north of the intersection of Reems Road and Olive

Page 10

LL eBeq jusweeiBy eieyg js09 eunjonseyuy

3809 @{GECOrd 10 UORU;HO AND LOM AIBA 20U LIN HOM GUN 40 3809 ay7 JEU ‘ParKduNy Jo ssexdxe
‘AMBLOM OU SOYELU LOSI AUERIIH "SUORIPUCS yoHIEUI JOA0 Jo ‘BujoUd Jo PoUJaUU szoyenUCS ‘spepayeU Weudinbs ‘1oqg] 30 AYI}Ge|/eEAR 16 1S09
SY} J8A0 fORUCS Ou Sey LOSIIMVERTH “swaUIercduy ays pasodold ay) 10) 809 UONNaSUOD a]qeqard Jo Uo|UIdo SuasUIAue Ue AjUG s aAcge ayy,

ION
on 6ro' res W1ol
OF'vLe'BS (607) AoveSunUCD pus seweppUl]

O0'Sz9'StS o0'sz$ Fl sz9 JOUNS @ aan) t
1 O0'ST9'Sos _ 00°SS$_ EGET. Burney yeudsy| z
00°S0S Ts OO'S$ a Toe NeYdse Supsxo SAduies pue mnomes t
¥ ottud
a a oo

‘QUIHE WAN O3 WeYydsE ZupsIKe oi) yo JWOWODEIde: ue |eAoueL ANN) sys Suipnjouy soppuenb Zujagd eysyQ — suondyoseg

ADYAVW | ABAENS (| NWI | BMUNIDNA

NOSMMLAVOIM Tove =: welorg
as) PT] £202/0%/T ayeq
T ase ~ Bumed aysHO ee leIsnpU) UBIA = aasfolg

yodpng pus s}noweso1dmy oue’y BOLe.1a[939q
(penunuos) g 31q1yxy