Res 2539 Vanguard Truck Centers LLC Development Agreement - SWC of 91st Ave. and Latham St. 07 11 23 (Recorded)

OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
STEPHEN RICHER
20230388688 07/26/2023 11:57
ELECTRONIC RECORDING

WHEN RECORDED, RETURN TO:
Res2539COTVngrdDvAgr-22-1-1--

City of Tolleson amine

City Clerk
9055 West Van Buren Street
Tolleson, Arizona 85353

RESOLUTION NO. 2539

A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF TOLLESON,
ARIZONA, AUTHORIZING THE CITY MANAGER TO EXECUTE A DEVELOPMENT
AGREEMENT ON BEHALF OF THE CITY WITH VANGUARD TRUCK CENTERS, LLC,
RELATED TO THE DEVELOPMENT OF CERTAIN PROPERTY LOCATED IN THE CITY
AT THE SOUTHWEST CORNER OF 91st AVENUE AND LATHAM STREET; AND
PROVIDING FOR REPEAL OF CONFLICTING RESOLUTIONS.

WHEREAS, A.R.S. § 9-500.05 authorizes the City of Tolleson to enter into development
agreements related to the development of property in the City; and

WHEREAS, all the property subject to the Development Agreement attached as Exhibit A
is located within the City of Tolleson; and

WHEREAS, the Development Agreement is consistent with the General Plan of the City;
and

WHEREAS, the City Council finds that development of certain real property located at the
southwest corner of 91st Avenue and Latham Street for a 50,000 — 65,000 square foot Volvo truck
dealership that will include a parts and service area for purposes of commercial truck sales will
be furthered by the location of this project; and

WHEREAS, the City Council of the City of Tolleson finds that entering into said
Development Agreement is in the best interest of the City.

NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
TOLLESON, ARIZONA, as follows:

Section 1. The recitals above are hereby adopted and incorporated as if fully set forth
herein.

Section 2. The Development Agreement between the City of Tolleson and Vanguard
Truck Centers, LLC, a Delaware limited liability company, is hereby approved in substantially the
form attached hereto as Exhibit A and incorporated herein by reference.

20230388688

CITY OF TOLLESON RESOLUTION NO. 2539
JULY 11, 2023
PAGE 2

Section 3. The Mayor, City Manager, City Clerk and City Attorney are hereby authorized
and directed to take all steps necessary to carry out the purpose and intent of this Resolution.

Section 4. The City Clerk is hereby authorized and directed to record a copy of the
Development Agreement with the Maricopa County Recorder not later than ten days from the
date of the Agreement.

Section 5. All resolutions and parts of resolutions in conflict with this Resolution are
hereby repealed.

PASSED AND ADOPTED by the Mayor and Council of the City of Tolleson, Arizona, on this
11th day of July, 2023.

Lupe, Bandin

Juan F. Rodriguez, Mayor

ATTEST: Cayatal Zamora

Crystal Zamora, City Clerk

APPROVED AS TO FORM: _Justuv Pierce
Justin Pierce, City Attorney

CERTIFICATION

| hereby certify that the foregoing Resolution No. 2539 was duly passed and adopted by
the Mayor and Council of the City of Tolleson, Arizona, at the Regular City Council Meeting held
on July 11, 2023, that the vote thereon was 4 ayes, _0 nays, and that the Vice Mayor
and _3_ Council Members were present thereat.

Cayatal, Gamer

Crystal Zamora, City Clerk
City of Tolleson, Arizona

20230388688

CITY OF TOLLESON RESOLUTION NO. 2539
JULY 11, 2023
PAGE 3

EXHIBIT A
TO
RESOLUTION NO. 2539

[Development Agreement]

See following pages.

20230388688 OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
STEPHEN RICHER
20230388125 07/26/2023 09:45
ELECTRONIC RECORDING

coTVngrdDvAgr2539-19-1-1--
amine

When recorded mail to:

City of Tolleson

City Clerk

9055 West Van Buren Street
Tolleson, Arizona 85353

This area reserved for County Recorder

DO NOT REMOVE

This is part of the official document

20230388688

DEVELOPMENT AGREEMENT

City Contract No.

This Development Agreement (“Agreement”) is entered into as of the 11th day of

July , 2023 (the “Effective Date”), by and between the CITY OF TOLLESON,

Arizona, an Arizona municipal corporation, (which, together with any successor, public body or

officer hereafter designated by or pursuant to law, is hereinafter referred to as “City”), and

VANGUARD TRUCK HOLDINGS, LLC, a Delaware limited liability company, (together with

its permitted successors and assigns, is hereinafter referred to as “WANGUARD”), (collectively
City and VANGUARD may be referred to as the “Parties”).

RECITALS

A. The Parties hereto acknowledge that this Agreement constitutes a “Development
Agreement”, and in accordance therewith, a memorandum in the form of Exhibit A attached shall
be recorded in the Official Records of Maricopa County Recorder, against the property described
in Exhibit B attached hereto and made a part hereof (hereinafter, the “VANGUARD Property”).

B. VANGUARD has entered into a Purchase and Sale Agreement with Tolleson 70,
LLC (“Tolleson 70”) for the purchase of the VANGUARD Property. VANGUARD intends to
develop or cause to be developed a 50,000 — 65,000 square foot Volvo truck dealership that
includes a parts and service area for purposes of Commercial Truck Sales (the “Volvo Truck
Dealership”) on the VANGUARD Property.

Cc. The City and Tolleson 70 have entered into a Development Agreement dated as of
March 7, 2023 and recorded under document 20230186154, Official Records, Maricopa County,
Arizona (the “PAD Development Agreement”), which Development Agreement governs the
creation and development of a Planned Area Development (“PAD”) covering the “I-10 Innovation
Center IP’ owned by Tolleson 70 of which the VANGUARD Property is a part.

D. The City desires to obtain those public benefits that will accrue from continued
growth and development in the area of the VANGUARD Property, as well as the construction of
public infrastructure improvements. Such benefits include: (1) stimulating overall economic
development in the neighborhood surrounding the VANGUARD Property; (2) the construction of
certain public infrastructure improvements funded by VANGUARD at a cost of approximately
$750,000 to $1,000,000, as more fully outlined hereinafter (hereinafter, the “Improvements’),
and (3) generation of substantial additional sales tax revenues (referred to as transaction privilege
taxes in the Arizona Revised Statutes, Title 42, Article 5.)

E. In accordance with A.R.S. § 9-500.11.D and H, the City has verified by an
independent third party, the following findings:

1. The City’s commitment, established hereby, to make Reimbursement
Payments (defined hereafter), is anticipated to raise more revenue than the sum of the

Reimbursement Payments; and
1

20230388688

2. Without the City’s commitment to make such Reimbursement Payments,
the planned Volvo Truck Dealership or similar facility would not locate within the City at
the same time, place, or manner.

F, The City Council has found, by two-thirds majority vote, that the findings set forth
in Recital E above are correct and have further found that this Agreement will assist in the creation
of jobs and will improve the economic welfare of the inhabitants of the City.

G. In accordance with A.R.S. § 9.500.11.K, the City has adopted a notice of intent to
enter into this Agreement at least fourteen (14) days prior to the approval of this Agreement by the
City Council.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, it is
understood and agreed by the parties hereto as follows:

1. Recitals. The recitals and attached exhibits set forth above are acknowledged by
the parties to be true and correct and are incorporated herein by this reference.

2. Construction of Public Infrastructure Improvements.

(a) In connection with its development of the VANGUARD Property, in its
sole and absolute discretion, VANGUARD will undertake the
Improvements pursuant to plans and specifications approved by the City of
Tolleson and as substantially described on Exhibit C attached hereto and
made a part hereof in accordance with permits to be issued by the City. The
City hereby agrees to reasonably cooperate with VANGUARD in providing
and obtaining any easements, rights-of-ways or other rights necessary to
complete any portion of the Improvements to be located outside of the
VANGUARD Property.

(b) The Improvements shall be constructed under the direction of
VANGUARD, at VANGUARD’ cost, pursuant to the City’s final approval
of the final design thereof and shall be bid out for construction pursuant to
A.R.S. § 34-201 and § 34-202.

(c) The Parties anticipate that the total cost to design and construct the
Improvements shall be approximately $750,000 - $1,000,000.

3. City Reimbursement.

(a) Subject to the conditions set forth in this Agreement, in consideration of the
public benefits which will accrue to the City from development of the
VANGUARD Property as a Volvo Truck Dealership, as well as the
construction and dedication of the Improvements, the City will: reimburse

2

(b)

(c)

20230388688

VANGUARD, in accordance with Sections 4 and 5 below, for actual costs
incurred by VANGUARD in the design, construction, and installation of
the Improvements, up to a maximum reimbursement amount of $1,000,000
(“Reimbursement Limit”), provided that the City shall only be required to
provide Reimbursement Payments, as defined in Sections 4 and 5 below, to
VANGUARD up to the Reimbursement Limit and otherwise subject to the
terms and conditions of this Agreement, including, but not limited to,
Section 7.

For the purposes of this Agreement, “Reimbursable Costs” means all
verifiable costs actually incurred by VANGUARD in connection with the
design, governmental review, construction and installation of the
Improvements, which costs shall include, but are not limited to, actual
“hard” costs of construction together with costs for or associated with:
engineers and other consultants (including design professionals); all plan
review and application fees of all applicable governmental authorities;
construction permits and other required permits; project bonding and
insurance; construction management, coordination, inspection and
supervision; project bidding; environmental reports, title reports, traffic
reports, and other reports, studies and investigations specifically related to
the Improvements, and other directly related costs and fees.

VANGUARD’s Reimbursable Costs shall be outlined in a letter to the City
within 90 days of completion of the Improvements. The Tolleson City
Council must approve the final construction costs in order for the City to
pay any Reimbursable Costs to VANGUARD, which approval shall not be
unreasonably withheld, conditioned or delayed so long as the final
construction costs are consistent with the terms of this Agreement.

4. Reimbursement Fund. All monies used for reimbursement payments by City to
VANGUARD according to this Agreement (“Reimbursement Payments”) will be paid from the
reimbursement fund specifically designated for this purpose (the “Reimbursement Fund”). For
the purposes of this Agreement, “Eligible Sales Taxes” shall mean transaction privilege taxes,
levied by the City in accordance with A.R.S. Title 42, Chapter 5, received by the City, related to
retail sales activities at the VANGUARD Property, accruing as follows:

(a)

(b)

Forty-nine percent (49%) of the eligible City sales tax revenues beginning
on the first day of operation of the Volvo Truck Dealership on the
VANGUARD PROPERTY, as allowed by law, generated from
VANGUARD operations at the VANGUARD Property. Sales tax revenues
to be used for Reimbursement Payments shall be generated only from sales
and operations at the VANGUARD Property, which generate City sales tax
to the City and that are actually received by the City.

Forty-nine percent (49%) of all construction sales tax revenues actually
received by the City for construction of the Volvo Truck Dealership on the
VANGUARD Property and all on-site improvements related thereto
(‘Eligible Construction Sales Taxes”). It shall be the responsibility of

3

(c)

(d)

(e)

20230388688

VANGUARD to provide to the City, the Consent to Release of Tax
Information in the form attached hereto as Exhibit E for any General
Contractors used to construct the Volvo Truck Dealership and on-site
improvements. VANGUARD shall also provide the City with copies of all
contracts with General Contractors to construct the Volvo Dealership and
on-site improvements subject to Reimbursement Payments under this
section 4(b).

The Reimbursement Fund will accrue on a quarterly basis through the
calendar quarter which ends five (5) years after the date the Volvo Truck
Dealership begins operations or until Approved Reimbursements have been
paid in full to VANGUARD, if earlier (the “Reimbursement Fund End
Date”). For purposes of clarification only, although the maximum
Reimbursement Limit is $1,000,000, the total of all Reimbursement
Payments may be less than the Reimbursement Limit if the total Approved
Reimbursements are less than Reimbursement Limit upon the
Reimbursement Fund End Date.

For purposes of calculating deposits that shall accrue to the Reimbursement
Fund on a quarterly basis, (the “Quarterly Reimbursement Fund
Deposits”), each quarterly deposit will accrue to the Reimbursement Fund
following City’s review of taxes remitted by VANGUARD and paid by
VANGUARD as described in 4(a) and 4(b) above (the “Quarterly Sales
Tax Review”). The Quarterly Sales Tax Review shall occur within 45 days
after VANGUARD provides the documentation outlined in Sections 6 and
7 below and evidence to the City that the taxes have been paid to the Arizona
Department of Revenue (“ADOR’”), and the taxes have been received from
ADOR to the City. Upon written request of VANGUARD, the City will
deliver to VANGUARD an accounting of all such sales tax receipts, which
accounting shall specifically identify any offsets, credits, exclusions or
other deductions from the from tax revenues generated by or attributable to
the Property which have been identified by the City in the Quarterly Sales
Tax Review.

If the City’s sales tax structure changes, the Parties acknowledge that sales
tax revenues may change as a result, and that the Reimbursement Payments
may be affected.

5. Reimbursement Payments Schedule. Subject to the completion of the Public
Infrastructure Improvements and the first deposit to the Reimbursement Fund, the first
Reimbursement Payment shall be made (as applicable, the “Reimbursement Period
Commencement Date”). Thereafter, the City shall make additional quarterly Reimbursement
Payments (“Quarterly Reimbursement Payments”), as required and as funds are available in the
Reimbursement Fund, with each such payment being issued within 14 days after completing the
Quarterly Sales Tax Review.

Quarterly Reimbursement Payments shall continue until the earlier to occur of (i) the date
the Reimbursement Limit has been met and paid in full, or (ii) the occurrence of the

4

20230388688

Reimbursement Fund End Date, subject to extension pursuant to the terms of this Agreement,
including, but not limited to, following an Event of Excused Delay. If during any quarter, there is
a balance due to VANGUARD on Reimbursable Costs, and at the same time there are no funds
available in the Reimbursement Fund, then a Quarterly Reimbursement Payment will not be made
during such quarter, and the reimbursement amount payable for such quarter will be paid at a future
date when funds are available for either a partial or full payment from the Reimbursement Fund,
and, if applicable, the Reimbursement Fund End Date shall be extended until such Quarterly
Reimbursement Payment is paid in full.

6. Sales Tax Tracking Authorization. In order to conduct its Quarterly Sales Tax
Reviews and make Quarterly Reimbursement Payments to VANGUARD, the City must be able
to separately track the Eligible Sales Taxes and Eligible Construction Sales Taxes generated by
VANGUARD at the VANGUARD Property. VANGUARD shall generate a separate report of
Eligible Sales Taxes and Eligible Construction Sales Taxes as described in Section 7 below.
Furthermore, the City Finance Department is authorized to release such tax data as reported by
VANGUARD to the City Economic Development Department.

7. Sales Tax Report and Certification. VANGUARD shall prepare a Sales Tax
Report and Certification and submit the Sales Tax Report and Certification within forty-five (45)
days following the close of each calendar quarter to the City, beginning in with the first calendar
quarter which begins after completion of the Improvements, that reports Eligible Sales Taxes for
VANGUARD’s business operations on the VANGUARD Property and Eligible Construction
Sales Taxes. If VANGUARD does not submit the Sales Tax Report and Certification to the City
in any quarter, the City shall not have any obligation to make a Quarterly Reimbursement Fund
Deposit or corresponding Quarterly Reimbursement Payments to VANGUARD, until
VANGUARD provides the Sales Tax Report and Certification for that quarter. In the event
VANGUARD submits an untimely Sales Tax Report and Certification for a quarter, the City shall
process that documentation at the next Quarterly Sales Tax Review.

8. Mutual Benefits. The Parties agree that in making the promises contained in this
Agreement that certain benefits and advantages will accrue to the Parties as a result of the
performance of this Agreement, and that, therefore, this Agreement is being entered into in reliance
upon the mutual benefits afforded each of the Parties.

9. Institution of Legal Actions. Any legal actions instituted pursuant to this
Agreement must be filed in the County of Maricopa, State of Arizona, or in the Federal District
Court in the District of Arizona. In any legal action, the prevailing Party in such action will be
entitled to reimbursement by the other Party for all costs and expenses of such action, including
reasonable attorneys’ fees as may be fixed by the Court.

10. Applicable Law. The laws of the State of Arizona will govern the interpretation
and enforcement of this Agreement.

11. Acceptance of Legal Process. If any legal action is commenced by VANGUARD
the City, service of process on the City will be made by personal service upon the City Clerk of
the City of Tolleson, or in such other manner as may be provided by law.

20230388688

If any legal action is commenced by the City against VANGUARD, or in such other
manner as may be provided by law, whether made within or without the State of Arizona.

12. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in
this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any
Party of one or more of such rights or remedies will not preclude the exercise by it, at the same
time or different times, of any other rights or remedies for the same default or any other default by
such defaulting Party.

13. Notices, Demands and Communications Between Parties. All notices, demands
or other writings in this Agreement provided to be given, made or sent by any Party hereto to other
Parties will be deemed to have been fully given, made, or sent when made in writing and personally
delivered or deposited in the United States mail postpaid registered or certified and addressed as
follows:

To City: City Manager
Tolleson City Hall
9055 W. Van Buren Street
Tolleson, AZ 85353

Jason Earp

Economic Development Director
Tolleson City Hall

9055 W. Van Buren Street
Tolleson, AZ 85353

City Attorney

Tolleson City Hall

9055 W. Van Buren Street
Tolleson, AZ 85353

To VANGUARD: _ Vanguard Truck Holdings, LLC
34 Old Ivy Road, NE, Suite 200
Atlanta, Georgia 30342
Attn: Elwyn Bridges and Will Blue

With copies to: Impact Development Management
900 Circle 75 Parkway, Suite 550
Atlanta, Georgia 30339
Attn: Alex Vess

and

Kilpatrick Townsend & Stockton LLP
2001 Ross Avenue, Suite 4400
Dallas, Texas 75201

Attn: Jenny Gruber

20230388688

The address to which any notice, demand or other writing may be given, made or sent to any party
may be changed by written notice as above.

14. Conflict of Interests. No member, official or employee of the City may have any
direct or indirect interest in this Agreement, nor participate in any decision relating to the
Agreement which is prohibited by law. All Parties hereto acknowledge that this Agreement is
subject to cancellation pursuant to the provisions of A.R.S. § 38-511. Each of the City and
Vanguard hereby represents and warrants to the other that no person significantly involved in
initiating, negotiating, securing, drafting or creating this Agreement is an employee or agent of
any VANGUARD in any capacity or a consultant to VANGUARD with respect to the subject
matter of the contract. No member, official or employee of the City may have any direct or indirect
interest in this Agreement, nor participate in any decision relating to the Agreement that is
prohibited by law.

15. Warranty Against Payment of Consideration for Agreement. VANGUARD
warrants that it 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 the
purchase price of the VANGUARD Property.

16. Nonliability of Officials, Partners, and Employees. No member, official or
employee of the City will be personally liable to VANGUARD, or any successor in interest, in the
event of any default or breach by the City or for any amount which may become due to
VANGUARD or successor, or on any obligation under the terms of this Agreement. No member,
official or employee of VANGUARD will be personally liable to the City, or any successor in
interest, in the event of any default or breach by VANGUARD or for any amount which may
become due to the City or its successor, or on any obligation under the terms of this Agreement.

17. No Waiver. Except as otherwise expressly provided in this Agreement, any failure
or delay by any Party in asserting any of its rights or remedies as to any default, will not operate
as a waiver of any default, or of any such rights or remedies, or deprive any such Party of its right
to institute and maintain any actions or proceedings which it may deem necessary to protect, assert
or enforce any such rights or remedies.

18. Severability. If any provision of this Agreement shall be found invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
will not be affected thereby and shall be valid and enforceable to the fullest extent permitted by
law, provided that the fundamental purposes of this Agreement are not defeated by such
severability.

19. | Captions. The captions contained in this Agreement are merely a reference and
are not to be used to construe or limit the text.

20. Entire Agreement Waivers and Amendments. This Agreement may be executed
in up to three (3) duplicate originals, each of which is deemed to be an original. This Agreement,
including nine (9) pages of text and the below listed exhibits, which are incorporated herein by
this reference, constitutes the entire understanding and agreement of the Parties.

20230388688

Exhibit A: Memorandum of Development Agreement
Exhibit B: Description of VANGUARD Property

Exhibit C: Improvements

Exhibit D: Consent to Release of Tax Information

Exhibit E: Contractor Consent to Release of Tax Information

This Agreement integrates all of the terms and conditions mentioned herein or incidental
hereto and supersedes all negotiations or previous agreements between the Parties with respect to
all or any part of the subject matter hereof.

All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the Parties and all amendments hereto must be in writing and signed by
the appropriate authorities of the parties hereto.

21. No Agency Created. Nothing contained in this Agreement creates any partnership,
joint venture, or agency relationship between the Parties. 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.

22. Additional Documents. The Parties each agree to execute and deliver all
documents and take all actions reasonably necessary to implement and enforce this Agreement,
including but not limited to any temporary construction easements or other documents necessary
for construction of the Improvements.

23. Default. In the event of default under any provision of this Agreement, the non-
defaulting Party shall have all remedies available to it at law or in equity. In the event any Party is
in default under any provision of this Agreement, the defaulting Party may cure the default by
taking the appropriate and necessary corrective action within ten (10) business days of receiving
notice of the default from the non-defaulting Party.

24. Governing Statutes. References are made in this Agreement to specific sections
of the Arizona Revised Statutes. Any such references mean the statute in effect on the date of the
execution of this Agreement and any subsequent renumbering or reordering of those provisions.

25. Acquisition Contingency; Changes in Ownership, Management and Control
of VANGUARD. The City and Vanguard acknowledge that the terms and conditions of this
Agreement are subject to the condition precedent that VANGUARD acquires fee simple title in
and to the VANGUARD Property from Tolleson 70. VANGUARD represents and agrees that its
undertakings pursuant to this Agreement are, and will be, for the purpose of development of the
VANGUARD Property and the Improvements. Except as set forth below, no voluntary or
involuntary successor in interest to VANGUARD shall acquire any rights nor incur any obligations
under this Agreement except for those expressly set forth herein. In the event VANGUARD
assigns or transfers all, or any portion of, its interest in the VANGUARD Property the approved
Reimbursement Payments shall be paid to such assignee or transferee, and the City’s obligation to
make any and all Reimbursement Payments shall survive any such assignment or transfer.
Notwithstanding any term herein to the contrary, VANGUARD shall be entitled to assign or
transfer all, or a portion of, its rights in this Agreement to any entity that subsequently owns or
controls all, or a portion of the facilities related to VANGUARD at the VANGUARD Property.

20230388688

Any assignment of this agreement will require assignee to execute a new Consent to Release of
Tax Information (Exhibit D).

26. Force Majeure. The Parties shall not be considered in breach of their obligations
under this Agreement, or to have failed to satisfy the conditions to reimbursement described above,
as a result of any of the following (each an “Event of Excused Delay”): delay due to causes
beyond the Party’s control and without its fault or negligence, including, but not limited to, acts of
God, acts of the public enemy, foreign or domestic terrorism, riot, insurrection, acts or failure to
act of any governmental or quasi-governmental agency (including, but not limited to, regulations
of the sale of materials and supplies or the transportation thereof or governmental control or
diversion), fires, floods, explosions, epidemics or pandemics, quarantine restrictions, strikes,
lockouts, boycotts, embargoes and shortages of material, energy, fuel or labor, unusually severe
weather, unforeseeable environmental or archaeological conditions _ requiring
investigation/mitigation pursuant to federal, state or local laws and other similar causes beyond
the Party’s reasonable control. The Parties explicitly acknowledge that economic conditions are
not an event subject to the benefit of this Section 26 and that the payment of money shall not be
subject to an Event of Excused Delay.

It is the purpose and intent of this Section 26 that upon the occurrence of an Event of
Excused Delay, the time or times for performance of the obligations or the satisfaction of
reimbursement conditions, as the case may be, shall be extended for the period of the resulting
delay; provided that the defaulting Party notifies the other Parties in writing thereof, such notice
to include an estimate of the anticipated duration on the delay period, and the cause or causes
thereof. An extension of time for any such cause shall only be for the period of the Event of
Excused Delay, which period shall begin to run from the time of the commencement of the cause.
If, however, notice by the Party claiming such extension is sent to the other parties more than thirty
(30) calendar days after the commencement of the cause, the period shall commence to run only
thirty (30) calendar days prior to the giving of such notice.

27. Consent to Release of Tax Information. Simultaneous to the execution of this
Agreement by the City and VANGUARD, VANGUARD agrees to execute a Consent to Release

of Tax Information in the form set forth on Exhibit D attached hereto and made a part hereof by
this reference.

[SIGNATURES ON FOLLOWING PAGES. ]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. ]

20230388688

IN WITNESS WHEREOF, the parties have executed this Agreement through their
representatives duly authorized to execute this document and bind their respective entities to the
terms and obligations herein contained on the day and year first written above.

CITY OF TOLLESON, a municipal corporation

Reyes Medrano, Jr., City Manager

ATTEST:

Crystal ae , City Clerk
APPROV. TO FORM:

astin Riefce, City Attorney

VANGUARD TRUCK HOLDINGS, LLC, a
Delaware limited liability company

By: tfc.
Name: O wit!” bhe
Its: CLO

10

20230388688

EXHIBIT A
MEMORANDUM OF DEVELOPMENT AGREEMENT

WHEN RECORDED, RETURN TO:

Crystal Zamora, City Clerk

City of Tolleson

9055 West Van Buren Street

Tolleson, Arizona 85353
Exempt from affidavit of value and
transfer fee requirements, pursuant to
ARS. §11-1134(A)(2)

MEMORANDUM OF DEVELOPMENT AGREEMENT

City Contract No. -

THIS MEMORANDUM OF DEVELOPMENT AGREEMENT is entered into as of the
11th day of July, 2023, by and among the CITY OF TOLLESON, a municipal corporation
(“City”), and VANGUARD TRUCK HOLDINGS, LLC, a Delaware limited liability company,
(“VANGUARD”), for the purpose of recording that on this date City and VANGUARD have
executed a Development Agreement (“Agreement”), an executed copy of which is in the
possession of each party.

1. The real property which is the subject of the Agreement is located near the
southwest corner of North 91% Avenue and McDowell Road, in Tolleson, Arizona, more
particularly described on Exhibit A attached hereto and made a part hereof “Subject Property”).
VANGUARD has contractually agreed to construct public infrastructure improvements in the area
of the Subject Property for the estimated cost of $750,000 to $1,000,000.

2. The addresses of the parties to the Agreement are:

City of Tolleson
9055 W. Van Buren Street
Tolleson, AZ 85353

VANGUARD TRUCK HOLDINGS, LLC
34 Old Ivy Road, NE, Suite 200

Atlanta, Georgia 30342

Attn: Elwyn Bridges and Will Blue

3. No voluntary or involuntary successor in interest to VANGUARD may acquire any
rights nor incur any obligations under the Agreement except as expressly set forth in the
Agreement.

20230388688

IN WITNESS WHEREOF, the parties have executed this Memorandum of Development
Agreement as of the day and year first above written.

CITY OF TOLLESON, a municipal corporation

2
ke ff
Dreger WM Mg wuZh.
Reyes Medrano, Jr., City Manager

ATTEST:

Cr1wyptal, Rambors.

Crystal Zamote? City Clerk

APPROVED AS TO FORM:

(iperees City Attorney

STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )

On this 12th day of_ July , 2023, before me, the undersigned officer, personally appeared
Reyes Medrano, Jr._, who acknowledged himself to be the City Manager of the CITY OF
TOLLESON, a municipal corporation, and he, in such capacity, being authorized so to do,
executed the foregoing instrument for the purposes therein contained on behalf of that entity.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Michelle Smythe

a Notary Public ‘

a Maricopa County, Arizona hbo. Su
My Comm. Expires 07/09/2026

Commission No, 631397 Notary Public ag

My Commission Expires:

20230388688

VANGUARD TRUCK HOLDINGS, LLC, a
Delaware limited liability company

By: Mt e2G)
UY

Unt Phe

Name:
Its: CFO
STATE OF Geosaia )
) ss.
County of DeKe\te )
July (dW , 2023, was
2023, by

This Memorandum of Development Agreement, dated 4
me this Md day of Suly ;
» Who personally atknowledged himself to be

acknowledged before
Wii blue

Membet/Manager of VANGUARD TRUCK HOLDINGS, LLC, a Delaware limited liability

company, and he, in such capacity, being authorized so to do, executed the foregoing instrument

for the purposes therein contained on behalf of that entity.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public

My Commission Expires:

aetiingg
“
a
&

SP gt OF Gf

Si ta

“ep a
UhEPT EUV

Fes esgyuysne®

20230388688

EXHIBIT B
LEGAL DESCRIPTION OF VANGUARD PROPERTY

ALL THAT TRACT OR PARCEL OF LAND SITUATE IN THE NORTHEAST QUARTER
OF SECTION 4, TOWNSHIP 1 NORTH, RANGE 1 EAST OF THE GILA AND SALT RIVER
BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, A PART OF LOT 3,
TOLLESON LOGISTICS, BOOK 1659 OF MAPS, PAGE 38, RECORDS OF MARICOPA
COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 4, FROM
WHICH, FOR A BASIS OF BEARINGS, THE NORTHEAST CORNER OF SECTION 4
BEARS NORTH 00° 01’ 12” WEST, A DISTANCE OF 2707.83 FEET; THENCE, FROM
SAID EAST QUARTER CORNER, NORTH 00° 01’ 12” WEST ALONG THE EAST LINE OF
THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 685.52 FEET;
THENCE DEPARTING SAID EAST LINE, SOUTH 89° 26’ 18” WEST, 40.00 FEET;
THENCE SOUTH 00° 01' 12" EAST, 55.00 FEET TO THE NORTHEAST CORNER OF LOT
3, TOLLESON LOGISTICS, BOOK 1659 OF MAPS, PAGE 38, RECORDS OF MARICOPA
COUNTY, ARIZONA, AND THE POINT OF BEGINNING:

THENCE SOUTH 00° 01' 12" EAST, ALONG THE WEST RIGHT OF WAY LINE OF 9157
AVENUE, 411.40 FEET;

THENCE SOUTH 89° 58' 48" WEST, 5.00 FEET;

THENCE SOUTH 00° 01' 12" EAST, 189.11 FEET TO A POINT ON THE NORTH RIGHT
OF WAY LINE OF ROOSEVELT STREET;

THENCE SOUTH 89° 31'52" WEST, ALONG THE NORTH LINE OF ROOSEVELT
STREET, 45.00 FEET;

THENCE SOUTH 00° O1' 12" EAST, 4.99 FEET;

THENCE SOUTH 89° 31' 41" WEST, 782.39 FEET;

THENCE DEPARTING SAID NORTH RIGHT OF WAY LINE, NORTH 00° 01' 12" WEST,
629.15 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF LATHAM STREET;
THENCE NORTH 89° 26' 18" EAST, ALONG SAID SOUTH RIGHT OF WAY LINE, 807.40
FEET;

THENCE SOUTH 45° 17' 27" EAST, 35.19 FEET TO THE POINT OF BEGINNING.

CONTAINING 522,720 SQUARE FEET OR 12.000 ACRES.

20230388688

EXHIBIT C
IMPROVEMENTS

To include, but not be limited to, the following improvements for the north half of Roosevelt Street
from 91‘ Avenue to 93" Avenue: asphalt pavement; curb and gutter; concrete sidewalk; waterline;
concrete scuppers; driveways; undergrounding of the irrigation ditch with concrete pipe;
landscape; access gate with Knox Lock; and 8’ CMU screen wall. All pursuant to plans and
specifications approved by the City of Tolleson and as substantially set forth in the attached plans.

[See attached plans]

20230388688

LOCATION MAP

GRAPHIC SCALE

x

1 INCH = 20 Fe

N_99m ave,
1
=
~/

91ST AVE

SITE

| |
|
|
|

TEMP. BASIN

aa

MATCHLINE - SEE BELOW

ROOSEVELT STREET

LEPHONE, COMMUNICATIONS

TOLLESON, ARIZONA

VANGUARD TRUCK CENTER
SWC OF LATHAM STREET AND 91ST AVE.

91ST AVENUE

7
RO] ATE

Py WW

aN
J

ROOSEVELT STREET

a30

sa

EXHIBIT