Development Agreement with Viavi

Exhibit A 
Development Agreement

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WHEN RECORDED RETURN TO: 
 
City Clerk’s Office 
City of Chandler 
MS 606 
P. O. Box 4008 
Chandler, Arizona 85244-4008 
 
 
 
 
 
 
DEVELOPMENT AGREEMENT 
 
This development agreement (the “Agreement”) is entered into effective as of April 8, 
2021, (the “Effective Date”), by and between the City of Chandler, an Arizona municipal 
corporation (“City”), and Viavi Solutions Inc., a Delaware corporation (“Viavi”).  City and 
Viavi are each a “Party” to this Agreement and may be referred to collectively in this 
Agreement as “Parties.” 
 
1. 
Recitals.  As background to this Agreement, the Parties recite, acknowledge 
and confirm the following, each of which shall be a material term and provision of this 
Agreement: 
1.1 
Viavi is a manufacturer of network testing, measurement, assurance and 
light management and optical coatings products and technologies. Viavi conducted a 
competitive site selection process for a new manufacturing operation and headquarters location 
(the “Project”). City desires to assist Viavi to obtain foreign trade zone status and related 
personal property tax benefits as provided by state law.  City acknowledges that the 
unavailability of such benefits to Viavi would create a significant risk that Viavi would locate 
the Project in a competing state or another Metro Phoenix municipality. 
1.2 
The Project is expected to include the purchase of 104,300 square feet 
of industrial space in Chandler (the “Premises”) within a building located at 3455 South 
McQueen Road, Chandler, AZ 85286, also described as parcel number 303-49-982 in the 
records of the Maricopa County Recorder’s Office (the “Property”). The Project is also 
anticipated to create up to 233 new jobs by January 1, 2025 with average annualized 
compensation of $139,820.  Average annualized compensation shall be inclusive of base salary 
and any incentive compensation received for W-2 purposes (including bonuses, commissions, 
vesting of restricted stock or restricted stock units, etc.).  
1.3 
City is entering into this Agreement recognizing the importance of 
continued economic growth and expansion, particularly in the manufacturing industry, which 
provides quality jobs, and in turn stimulates local economic activity and generates tax revenues 
and other income for City.

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1.4 
Viavi, under no obligation or other compulsion to do so, and in reliance 
upon the promises and performance of City as set forth in this Agreement, has agreed to move 
its corporate headquarters to Chandler in accordance with this Agreement, which will 
constitute legal, bargained-for contractual consideration provided by Viavi to City. 
1.5 
Viavi anticipates that Viavi will have entered into a purchase and/or 
other binding commitments for its manufacturing and headquarters location by the Effective 
Date or will enter into a purchase and/or other binding contractual commitments for its 
manufacturing and headquarters location within one (1) year after the Effective Date.  Viavi 
expects to invest $96,311,609 in connection with its manufacturing and headquarters location 
in City, including land, building, tenant improvements, machinery and equipment, information 
technology infrastructure, and purchases of furniture, fixtures, and equipment. Viavi expects 
to create and fill up to 233 new jobs in Chandler by January 1, 2025. 
1.6 
City has found and determined that Viavi’s (i) capital investment at the 
Premises, together with (ii) Viavi’s creation of up to 233 new jobs in Chandler, will enhance 
the economic vitality and quality of life of Chandler by, among other things, enhancing 
employment opportunities and increasing tax revenues. 
1.7 
City 
and 
Viavi 
are 
entering 
into 
this 
Agreement 
under 
A.R.S. § 9-500.05 to facilitate development within the City of Chandler.  
1.8 
City, by Resolution No. 5458, adopted on April 8, 2021, has authorized 
the execution and performance of this Agreement and has otherwise taken all action required 
by law to enter into this Agreement and make it binding upon City. 
2. 
Agreements.  City and Viavi agree as follows: 
2.1 
City will support the creation of a foreign trade zone applicable to the 
Property, including support for the reduction of certain personal property taxes applicable at 
the Property under Arizona state law. City will issue a City Council resolution and take other 
actions necessary to indicate this support. 
2.2 
Viavi will not seek property tax reclassification under A.R.S. § 42-
12006 for existing real property in Chandler. 
2.3 
On or before June 30, 2022, Viavi will officially move its headquarters 
to a location within the City of Chandler. Viavi will update its website to indicate the Chandler 
location of its headquarters, and Viavi will list Chandler, Arizona as its headquarters location 
in all United States Securities and Exchange Commission filings.  
2.4 
Viavi will maintain its headquarters in Chandler until at least July 1, 
2027.  
2.5 
Viavi agrees that it will make reasonable efforts to utilize hotel and 
lodging facilities within Chandler to the extent such facilities are compatible with Viavi’s 
needs, including banquets, conferences, training, hospitality, and similar events to further

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support Chandler’s economy. City’s tourism staff shall assist Viavi in facilitating the 
provisions of this Section. 
3. 
Term.  The term of this Agreement shall begin on the Effective Date and shall 
continue until the earlier of July 1, 2027, unless terminated earlier. 
4. 
Notices.  Unless otherwise specifically provided herein, or unless written notice 
of a change of address has been previously given pursuant hereto, all notices, demands or other 
communication given hereunder shall be in writing and shall be deemed to have been duly 
delivered upon (i) personal delivery, (ii) delivery by a recognized overnight courier (e.g., 
FedEx, UPS) for next business day delivery, or (iii) as of the fifth (5th) business day after 
mailing by United States certified mail, postage prepaid, addressed as follows: 
To Viavi:  
Viavi Solutions Inc. 
  
 
7047 E Greenway Pkwy Suite 250 
 Scottsdale, Arizona 85254  
 
 
With a copy to: 
Viavi Solutions Inc. 
General Counsel 
Attn:  Kevin Siebert 
20250 Century Blvd, 5th Floor  
Germantown, MD 20874 
 
To City: 
 
Economic Development Director  
City of Chandler 
Mail Stop 416 
P.O. Box 4008 
Chandler, AZ 85244-4008 
Phone:  (480) 782-3035 
 
With a copy to: 
Chandler City Attorney 
Mail Stop 602 
P.O. Box 4008 
Chandler, AZ 85244-4008 
Phone:  (480) 782-4640 
 
5. 
Remedies. 
5.1 
In the event that either Party fails to perform any of its obligations under 
this Agreement and does not cure any such failure within thirty (30) days after Notice from the 
other Party, such Party shall have the right to pursue all legal and equitable remedies available 
to it at law or under this Agreement. Additionally, if Viavi does not maintain its headquarters 
within the City of Chandler during the Term of this Agreement, City may take such actions 
necessary to withdraw its support for the Property’s state tax benefits available in conjunction 
with the site’s foreign trade sub-zone.

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6. 
Assignment. Viavi shall not assign any obligation in this Agreement other than to a 
subsidiary or affiliate of Viavi, without City’s express written consent, which shall not be 
unreasonably withheld, conditioned, or delayed provided, however, that no such express 
written consent shall be required in connection with any assignment in connection with a 
Change of Control of Viavi.  In order to be effective, any such assignment must contain an 
express written agreement and assumption by the assignee agreeing to be liable for the 
assigning Party’s obligations contained herein.  Any such assignment shall not relieve the 
assigning Party of its obligations in this Agreement except that if there is a Change of Control 
of Viavi, the requirements of maintaining headquarters in City shall terminate upon such 
change of control so long as the successor to Viavi shall comply with the other terms and 
conditions of this Agreement.   “Change of Control”  means (a) any transaction or series of 
related transactions as a result of which any person or group of persons within the meaning of 
Section 13(d)(3) of the Securities Exchange Act of 1934 becomes the beneficial owner, directly 
or indirectly, of 50% or more of the outstanding common stock (measured by either voting 
power or economic interests) of Viavi, (b) any sale or lease or exchange, transfer, license or 
disposition of a business, deposits or assets that constitute 50% or more of the consolidated 
assets, business, revenues, net income or assets of Viavi or (c) a merger, consolidation, 
recapitalization or reorganization of Viavi with or into a third party that results in the inability 
of the stockholders of Viavi prior to such transaction to designate or elect a majority of the 
board of directors (or its equivalent) of the resulting entity or its parent company.  
 
7. 
Additional Matters. 
7.1 
This Agreement shall be governed by and construed under the laws of 
the State of Arizona.  This Agreement is subject to the provisions of A.R.S. § 38-511.  This 
Agreement shall be deemed made and entered into in Maricopa County, Arizona. 
7.2 
The failure of any Party to exercise any right, power, or remedy given 
to it under this Agreement, or to insist upon strict compliance with it, shall not constitute a 
waiver of the terms and conditions of this Agreement with respect to any other or subsequent 
breach, nor a waiver by either Party of its rights at any time to require exact and strict 
compliance with all of the terms of this Agreement.  The rights or remedies under this 
Agreement are exclusive of any other rights or remedies which may be granted by law. 
7.3 
This Agreement constitutes the entire Agreement between City and 
Viavi with respect to its subject matter, and all agreements, oral or written, entered into prior 
to this Agreement are revoked and superseded by this Agreement.  This Agreement may not 
be changed, modified, or amended, except in writing, signed by all Parties, and any attempt at 
oral modification of this Agreement shall be void and of no effect.  This Agreement may be 
executed in any number of counterparts, each of which shall be deemed an original, and all of 
which, when taken together, shall constitute one and the same instrument. 
7.4 
It is not intended by this Agreement to, and nothing contained in this 
Agreement shall, create any partnership, joint venture or other arrangement between Viavi and 
City.  No term or provision of this Agreement is intended to, or shall, be for the benefit of any

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person, firm, organization, or corporation not a Party hereto, and no such other person, firm, 
organization, or corporation shall have any right or cause of action hereunder. 
7.5 
 Each of the Parties hereto represents and warrants to the other that the 
individual executing this Agreement on behalf of their respective Parties is authorized and 
empowered to bind the Party on whose behalf such individual is signing, and that this 
Agreement shall be binding upon such Parties.  No later than ten (10) days after the Effective 
Date, City will record this Agreement in the Records of Maricopa County, Arizona at City’s 
sole cost and expense. 
 
 
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IN WITNESS WHEREOF, the Parties have executed this Agreement through their 
representatives duly authorized to execute this Agreement and to bind their respective entities 
to the terms and obligations of same. 
 
ATTEST: 
CITY OF CHANDLER, an Arizona 
municipal corporation 
 
 
 
_________________________________ 
 
By______________________________ 
City Clerk 
 
 
 
 
 
     Mayor Kevin Hartke 
 
 
APPROVED AS TO FORM: 
 
 
 
_________________________________ 
City Attorney 
 
 
STATE OF ARIZONA 
) 
 
 
 
 
) ss. 
County of Maricopa  
) 
 
 
The foregoing instrument was acknowledged before me this ____ day of _________, 
2021, by Kevin Hartke, Mayor of the City of Chandler, an Arizona municipal corporation. 
 
 
 
 
 
 
 
 
 
 
_________________________________ 
 
 
 
 
 
 
 
Notary Public 
 
[SEAL]