Development Agreement - Intel

When recorded, return to:
City Clerk
City of Chandler

P. O. Box 4008, Mail Stop 606
Chandler, AZ 85244-4008

DEVELOPMENT AGREEMENT
between

City of Chandler,
an Arizona municipal corporation

and

Intel Corporation,
a Delaware corporation

Approved by the Chandler City Council on October 14, 2021

DEVELOPMENT AGREEMENT

This Development Agreement (“Agreement”) is entered into this 30th day of
September, 2021 (Effective Date”), by and between the City of Chandler, an Arizona
municipal corporation (“City”) and Intel Corporation, a Delaware corporation (“Intel”). City
and Intel may be referred to individually in this Agreement as a “Party” and collectively as
the “Parties.”

RECITALS

A. On October 14, 2021, the Chandler City Council approved Resolution No.
5528 authorizing the Mayor to enter into this Agreement.

B. Intel is the owner of that certain real property located within the City of
Chandler as more particularly described on Exhibit “A” attached to this Agreement (the
“Property”), on which Intel has built manufacturing facilities and related support buildings.
Intel and City previously have entered into separate development agreements for the
phased development of the Property including Phase | (Fab 12), Phase II (Fab 22), Phase III
(Fab 32), and Phase IV (Fab 42.1).

Cc. Effective February 1, 2021, City and Intel entered into a Reclaimed Water
Agreement under which City and Intel are partnering on the design and construction of a
reclaimed water interconnect facility (“RWIF”) that will enable City to firm existing reclaimed
water deliveries to Intel. The Reclaimed Water Agreement also sets forth the terms and
conditions under which City will make additional reclaimed water available to Intel for use
on the Property, including the construction of related infrastructure described in the
Reclaimed Water Agreement as the “Phase 2 Improvements.” Upon completion of the
Phase 2 Improvements, the Reclaimed Water Agreement will terminate and the parties
shall operate according to the terms and conditions of this Agreement.

D. Intel is proposing to further expand its development of the Property by
investing at least $17 billion in construction, expansion, renovation, retooling and
improvements of manufacturing facilities and related support infrastructure, including Fab
52 and Fab 62 (“Phase V").

E. Intel expects that Phase V will generate a large number of construction-
related jobs within the City of Chandler during the course of construction and
approximately 3,000 non-construction jobs that will be new, permanent, and full-time.

F. City expects Intel's continued expansion to result in substantial, measurable
economic value to its citizens through increased tax revenues, enhanced economic

development, and the creation of new, high-paying jobs in Chandler.

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G. Intel will require additional water supplies and wastewater treatment to
support Phase V.

H. Intel and City are parties to that certain Public Infrastructure Master
Agreement dated May 24, 2019, which provides for the construction and financing of public
infrastructure necessary to serve a manufacturing facility under A.R.S. § 42-5032.02.

I, The Parties intend this Agreement to address the conditions, terms,
restrictions and requirements for the construction and financing of certain public
infrastructure in connection with Phase V and the Phase 2 Improvements, as authorized
under A.R.S. 8 9-500.05.

AGREEMENT
NOW, THEREFORE, the Parties agree as follows:
ARTICLE 1. DEFINITIONS
The following definitions apply to this Agreement:
1.1 Capital Investment. An expenditure to acquire, lease, or improve property
that is used for the benefit of Intel's manufacturing facility, including land, buildings,

machinery, and fixtures, as defined in A.R.S. 8 42-5032.02.

1.2 Certification. The sworn certification submitted by a manufacturing facility to
the Arizona Commerce Authority under A.R.S. 8 42-5032.02.

1.3. City’s Maximum Contribution. As defined in Section 4.4 of this Agreement,
$20 million contribution by City for the design and construction of Public Infrastructure
required for the Phase 2 Improvements, the acquisition and delivery of Potable Water to
support Phase V, and additional Public Infrastructure to support Phase V.

1.4 Final Acceptance. The City Engineer's acceptance of completed infrastructure
and improvements in accordance with Chandler City Code.

1.5 Master Agreement. That certain Public Infrastructure Master Agreement
dated May 24, 2019, which provides for the construction and financing of public
infrastructure necessary to serve a manufacturing facility under A.R.S. 8 42-5032.02.

1.6 Operational Year. A calendar year commencing January 1 and ending
December 31.

1.7. Phase 2 Improvements. As defined in Section 3.2 of the Reclaimed Water
Agreement, a transmission line capable of delivering up to 11 MGD of Reclaimed Water
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from City’s Airport Water Reclamation Facility to City’s Ocotillo Water Reclamation Facility
and Intel's Blended Reuse Water Tank, plus any other infrastructure required to enable City
to deliver a total annual average of five MGD of Reclaimed Water to Intel, including any
volumes required for peaking.

1.8 Planned Canal Outage Schedule. The scheduled dry-up or other major
maintenance resulting in unavailability of a canal provided to City by the canal operator.

1.9 Industrial Rate. The then-current rate that City charges industrial customers
for delivery of Potable Water.

1.10 Potable Water, Any water which, according to recognized standards, is safe
for human consumption.

1.11. Public Infrastructure. As used in this Agreement, the term “Public
Infrastructure” shall have the same meaning as set forth in A.R.S. § 42-5032.02.

1.12 Qualified Net New Position. A job with Intel in excess of the baseline number
of 11,500 Intel jobs in Chandler as of July 1, 2021, that is created and filled after the
Effective Date by an Arizona resident legally authorized to work in the United States and
working at least 32 hours per week associated with the Property or at any Intel facility
located in the City of Chandler offering competitive compensation and the full range of
benefits offered to other full-time Intel employees.

1.13 Reclaimed Water. Water that has been treated to A+ quality at a City of
Chandler wastewater treatment facility for delivery to Intel.

1.14 Reclaimed Water Agreement. That certain Reclaimed Water Agreement
between City and Intel effective February 1, 2021.

1.15 Reclaimed Water Rate. The then-current per gallon rate that City charges to
users of treated effluent under Chandler City Code Chapter 50.

1.16 Shortage. Any reduction in City’s capacity to deliver Reclaimed Water, such
as unforeseen issues with water quality, a canal dry-up or other outage, or major
scheduled or unscheduled maintenance on City Water Reclamation Facilities.

1.17 Wastewater. Water delivered to any City of Chandler water reclamation
facility which satisfies all applicable federal, state and City of Chandler pre-treatment
standards.

1.18 Water Reclamation Facilities. Any infrastructure that City uses or relies upon
to deliver Reclaimed Water to Intel under the Reclaimed Water Agreement and this

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Agreement, including, but not limited to, City's Airport Water Reclamation Facility, City's
Ocotillo Water Reclamation Facility, and any other infrastructure or improvements
constructed for that purpose under the Reclaimed Water Agreement or this Agreement.

ARTICLE 2. PLAN APPROVALS AND PERMITS

2.1 General Plan and PDP. Phase V complies with City’s General Plan as required
under A.R.S. § 9-500.05. The Parties anticipate that Phase V complies with the existing
Preliminary Development Plan (PDP) for the Property, as amended. Intel and City will work
together using reasonable best efforts to expedite any additional planning or civil plan
approvals required for Phase V.

2.2 Permits. Intel and its contractors shall construct Phase V in compliance with
all applicable requirements of Chandler City Code. City agrees to expedite permit and plan
approvals by providing such approvals within 10 business days of submission of completed
or permit-ready plans and payment of fees with no additional cost for expediting reviews,
subject to all applicable laws, including laws requiring the posting and conduct of public
meetings.

2.3. Dedicated On-Site Personnel. To facilitate expedited review and approval of
plans and permits, City will maintain dedicated Development Services plan review and
permitting staff on-site at the Property throughout the term of this Agreement.

ARTICLE 3. INTEL OBLIGATIONS

3.1 Capital Investment. Within 180 days after the commencement of the
construction of Phase V, Intel shall file a Certification with the Arizona Commerce Authority
stating that Intel will make a Capital Investment in accordance with A.R.S. § 42-5032.02.
Subsequently, Intel shall provide an additional Certification to the Arizona Department of
Revenue stating that it has made at least 10% of the Capital Investment on construction
phase services as defined in A.R.S. 8 42-5075.

3.2 Job Creation & Annual Reporting. Intel agrees to create and fill up to 3,000
Qualified Net New Positions between the Effective Date and December 31, 2025. Beginning
July 31, 2022, and continuing through July 31, 2026, Intel shall provide an annual written
certification to City on or before July 31 in substantially the form attached as Exhibit “B” that
includes the number of Qualified Net New Positions created in the previous calendar
year(s) and the average annualized compensation for all Qualified Net New Positions.

3.3. On-Site Improvements. Intel agrees to plan, design, and construct or cause
to be constructed to current City of Chandler design standards all on-site improvements
related to Phase V, including buildings, parking lots, landscaping, signs, on-site utilities, and
on-site roads.

3.4 Bonds. ‘Intel will require its contractors to post and maintain bonds for any
on-site or off-site infrastructure work performed by Intel or its contractors that will be
conveyed to City. Whenever required by City Code, Intel or its contractors will be required
to hold an open bond on any on-site or off-site infrastructure that will be conveyed to City
and maintained by City upon completion of construction for one year following City's Final
Acceptance of same.

3.5 Fees and Taxes. Intel shall pay state and local taxes as applicable and all
required plan check, building permit, and system development fees for Phase V.

3.6 Local Lodging Preference. Intel will make reasonable efforts to encourage
utilization of public accommodation available within Chandler to the extent that such
accommodation is compatible with Intel’s hotel and lodging needs, including banquets,
conferences, training, hospitality, and similar events.

3.7 Traffic Impact Study. On or before December 1, 2021, Intel shall provide City
with an update to its December 2020 Traffic Impact Study - Intel Ocotillo Campus Master
Plan Update detailing the expected traffic impacts of Project V.

3.8 Legislative Support. Intel will provide legislative support and assistance for
an increase in funding and extension of sunset date under A.R.S. § 42-5032.02.

ARTICLE 4. CITY OBLIGATIONS

41 Potable Water. Upon the Effective Date, City commits to deliver up to an
additional 3.1 million gallons per day (MGD) of Potable Water to Intel, for a total of 13.5
MGD to be delivered according to a mutually agreed schedule that corresponds to Intel's
needs as Phase V ramps up.

4.2 Wastewater. Beginning June 1, 2023, City agrees to accept and treat up to an
additional 3.1 MGD of Wastewater from Intel consistent with Section 3.4 of the Reclaimed
Water Agreement and Section 6.2 of this Agreement.

4.3. Improvements to Alma School and Ocotillo Road Intersection. City agrees to
provide up to $10 million for public improvements to the intersection of Alma School and
Ocotillo Roads based on the City Traffic Engineer's review and consent to the updated
Traffic Impact Study to be provided by Intel under Sec. 3.7 of this Agreement. Monies City
provides for improvements under this Section 4.3 will not be applied against the City’s
Maximum Contribution.

4.4 Funding of Public Infrastructure Improvements. Subject to Article 5 of this
Agreement, City agrees to provide $20 million for the design and construction of Public
Infrastructure required for the Phase 2 Improvements, the acquisition and delivery of
water to support Phase V, and additional Public Infrastructure projects to support Phase V
("City's Maximum Contribution”). City’s financial commitment under this Section 4.4 shall

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be applied to project costs as follows: first, to the 20% non-state revenue share of the
project cost required under A.R.S. § 42-5032.02, then to any portion of the 80% of the
project cost eligible to be reimbursed from state revenue under A.R.S. § 42-5032.02, but
not reimbursed for any reason, provided that in no event shall City's financial contribution
to the cost of the design and construction of Public Infrastructure for the Phase 2
Improvements, the delivery of water to support Phase V, and additional Public
Infrastructure projects to support Phase V, exceed a combined maximum total of $20
million.

4.5 Legislative Support. City will provide legislative support and assistance for an
increase in funding and extension of the sunset date under A.R.S. § 42-5032.02.

ARTICLE 5. PROJECT FUNDING AND MANAGEMENT

5.1. Additional Water Rights. City anticipates that it needs 1.1 MGD in additional
water rights to enable it to serve an additional 3.1 MGD of Potable Water to Intel for Phase
V (“Additional Water Rights”). City will acquire the Additional Water Rights subject to the
provisions of this Section 5.1. The Parties agree that up to $12.1 million of City’s Maximum
Contribution shall be applied to the cost of acquiring the Additional Water Rights. City shall
bear any portion of the cost of the Additional Water Rights in excess of $12.1 million and
any amounts above $12.1 million will not be applied against City’s Maximum Contribution.
The Additional Water Rights obtained by City will be the sole property of City, and City shall
have the sole and exclusive right to use and control the Additional Water Rights, subject to
City’s agreement under Section 4.1 to serve Intel an additional 3.1 MGD of Potable Water
for Phase V.

5.2 Potable Water Infrastructure Improvements. The design, construction, and
financing of Public Infrastructure improvements required to deliver an additional 3.1 MGD
of Potable Water to Intel under Section 4.1 of this Agreement, if any, shall be Project 5
under the Master Agreement, and the terms and conditions of the Master Agreement shall
govern Project 5 as though fully set forth herein. City will procure the design and construct
Project 5 and will finance 20% of the cost of the Potable Water infrastructure
improvements, up to any remainder of City’s Maximum Contribution and will seek
reimbursement of the remaining 80% from the Arizona Department of Revenue under the
Master Agreement. A portion of City's Maximum Contribution may be applied to the 80%
for which reimbursement is sought but not received from the Arizona Department of
Revenue under the Master Agreement, but only to the extent that City’s contribution does
not exceed the City’s Maximum Contribution, and provided that in no event shall City be
responsible for financing more than $20 million of the combined cost of the Authorized
Water Rights Costs provided for in Section 5.1 and the Potable Water infrastructure
improvements provided for in this Section. Intel shall reimburse City for any portion of the
cost of the Potable Water infrastructure improvements in excess of City's Maximum
Contribution that is not reimbursed by the Arizona Department of Revenue for any reason.

5.3. Phase 2 Improvements. The design, construction, and financing of the Phase 2
Improvements shall be Project 6 under the Master Agreement, and the terms and
conditions of the Master Agreement shall govern Project 6 as though fully set forth herein.
City will procure the design and construct the Phase 2 Improvements and will finance 20%
of the cost of the Phase 2 Improvements, up to the City’s Maximum Contribution and will
seek reimbursement of the remaining 80% from the Arizona Department of Revenue under
the Master Agreement. A portion of City’s Maximum Contribution may be applied to the
80% for which reimbursement is sought but not received from the Arizona Department of
Revenue under the Master Agreement, but only to the extent that City’s contribution does
not exceed City's Maximum Contribution, and provided that in no event shall City be
responsible for financing more than $20 million of the combined cost of the Additional
Water Rights provided for in Section 5.1, the Potable Water infrastructure improvements
provided for in Section 5.2, and the Phase 2 Improvements provided for in this Section.
Intel shall reimburse City for any portion of the cost of the Phase 2 Improvements in excess
of City’s Maximum Contribution which is not reimbursed by the Arizona Department of
Revenue for any reason.

5.4 Additional Public Infrastructure Projects. Upon the purchase of the
Additional Water Rights as set forth in Section 5.1 and the completion of Projects 5 and 6,
as set forth in Sections 5.2 and 5.3, City will commit any remaining portion of the City’s
Maximum Contribution to Public Infrastructure needed to support Phase V, exercising its
sole discretion as to the Public Infrastructure project to be funded in part or in whole;
provided, however, that City and Intel agree to confer regarding selection of Public
Infrastructure projects. The design, construction, and financing of any additional Public
Infrastructure shall be treated as one or more additional projects under the Master
Agreement as applicable and shall be subject to the terms and conditions of the Master
Agreement as though fully set forth herein. City will finance 20% of the cost of the Public
Infrastructure, up to any remainder of City's Maximum Contribution and will seek
reimbursement of the remaining 80% from the Arizona Department of Revenue under the
Master Agreement. A portion of City’s Maximum Contribution may be applied to the 80%
for which reimbursement is sought but not received from the Arizona Department of
Revenue under the Master Agreement, but only to the extent that City’s contribution does
not exceed the City’s Maximum Contribution, and provided that in no event shall City be
responsible for financing more than $20 million of the combined cost of the Additional
Water Rights provided for in Section 5.1, the Potable Water infrastructure described in
Section 5.2, the Phase 2 Improvements described in Section 5.3, and any additional Public
Infrastructure projects identified under this Section. Intel shall reimburse City for any
portion of the cost of any additional Public Infrastructure projects identified under this
Section in excess of City’s Maximum Contribution that is not reimbursed by the Arizona
Department of Revenue for any reason.

5.5 Project Prioritization. City's Maximum Contribution shall be allocated first to
the Additional Water Rights described in Section 5.1, then to the Potable Water
infrastructure described in Section 5.2, then to the Phase 2 Improvements described in

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Section 5.3, and last to any additional Public Infrastructure projects identified under
Section 5.4, provided, however, that the Parties may mutually agree in writing to a different
order of allocation.

ARTICLE 6. RECLAIMED WATER DELIVERY

6.1 City’s Delivery Commitment. Upon completion of the Phase 2 Improvements
as set forth in Article 5, City will commit to delivering an annual average of five MGD of
Reclaimed Water to Intel subject to the terms and conditions set forth in this Article 6.

6.2 Supply/Demand Forecasting. By September 1 of each year, Intel will provide
City with an annual Reclaimed Water use plan and a Wastewater supply plan for the
following Operational Year. By the 15th of every month Intel will provide City with a
Reclaimed Water demand and Wastewater supply forecast for the following month. To
ensure that an adequate volume of reclaimed water is available to serve City’s other
reclaimed water users, Intel's annual Reclaimed Water demand should not exceed the
volume of Wastewater that Intel delivers to City Water Reclamation Facilities. City and Intel
agree to work cooperatively to resolve any operational difficulties experienced by either
Party.

6.3. Priority and Shortage Sharing. City’s delivery of an annual average of five
MGD of Reclaimed Water to Intel will be exempt from the provisions of City Code Section
53-3.1. Shortages of Reclaimed Water will be allocated between Intel and City as follows:

6.3.1 Shortage Lasting Less Than Seven Days. For a Shortage of Reclaimed
Water lasting less than seven days, City will continue to meet deliveries to Intel using other
City water resources.

6.3.2 Shortage Lasting Seven Days or Longer. For a Shortage of Reclaimed
Water lasting seven days or longer, reductions will be shared equally between City and Intel
resulting in a reduced annual average delivery volume for both. City will provide at least 48
hours’ Notice to Intel prior to reducing the volume of Reclaimed Water delivered to Intel.

6.3.3 Planned Outage. City will share the Planned Canal Outage Schedule
with Intel annually or as revised by the source water entity.

6.3.4 Makeup Water. Any reduction in annual average delivery volume may
be addressed during the remaining months of the Operational Year by adjusting monthly
flows to make up the reduced volume up to an annual average volume of five MGD at the
Reclaimed Water Rate.

6.3.5 Delivery Overage. Any overage in annual average delivery volume
that occurs without the prior written approval of City’s Director of Public Works and

Utilities, regardless of cause, shall be billed as Additional Water under Section 6.4.

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6.4 Additional Water. In its sole discretion and with the prior written approval of
City’s Director of Public Works and Utilities, City may make available to Intel for purchase an
annual average volume of more than five MGD of Reclaimed Water at City’s then-current
Industrial Rate, to be reconciled annually and billed separately as the difference between
the Industrial Rate and the Reclaimed Water Rate previously paid through the monthly
billing process.

6.5 Limitation on Use. Intel shall limit its use of Reclaimed Water delivered by
City to industrial cooling purposes only.

ARTICLE 7. ADDITIONAL TERMS AND CONDITIONS

7.1 Term. The term of this Agreement shall be from the Effective Date to and
including September 30, 2033, provided, however, that the provisions of Sections 4.1 and
4.2 of Article 4 and Article 6 shall survive the termination of this Agreement and shall
govern City's delivery of Potable Water and Reclaimed Water to Intel and acceptance of
Wastewater from Intel.

7.2. Notices. Except as otherwise required by law, any notice, demand or other
communication required to be given by this Agreement (each, a “Notice”) shall be in writing
and shall be given by (i) personal delivery; (ii) by certified or registered United States Mail,
return receipt requested or by United States Priority Mail; or (iii) by any nationally
recognized express or overnight delivery service (e.g., Federal Express or UPS), with all
postage and other delivery charges prepaid and addressed to the Parties at their respective
addresses set forth below, or at such other address as a Party may designate in writing
pursuant to the terms of this paragraph:

To Intel: Director Global Utilities & Infrastructure
Intel Corporation
4500 S. Dobson Rd.
Chandler, AZ 85248
OC2-137
(480) 432-8230

And: Corporate Services Ocotillo Site Manager
Intel Corporation
4500 S. Dobson Rd.
Chandler, AZ 85248
OC2-137
(480) 715-0999

With copy to: Intel Corporation
2200 Mission College Blvd.

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Santa Clara, CA 95054

Fax: (408) 765-6016

Attn: General Counsel

Reference ID: Manufacturing, Supply Chain, and Operations
Legal

To City: Economic Development Director
City of Chandler
175 S. Arizona Avenue, 5th Floor
Chandler, AZ 85225
(480) 782-3035

And: Public Works & Utilities Director
City of Chandler
215 E. Buffalo St., Suite 202
Chandler, AZ 85225
(480) 782-3590

With copy to: Chandler City Attorney
175 S. Arizona Avenue, Second Floor
Chandler, AZ 85225
(480) 782-4640

7.3 Effective Date of Notices. Regardless of delivery method, any Notice will be
deemed effective upon actual delivery or refusal to accept delivery by the addressee.
Notwithstanding the foregoing, no payment shall be deemed to be made until actually
received in good and available funds by the intended payee. The Parties hereby
acknowledge and agree that any Notice transmitted solely by facsimile or by electronic mail
shall be deemed ineffective.

7.4 Cooperation: Further Acts. The Parties agree to cooperate with each other
consistent with this Agreement, as reasonably necessary to facilitate the design and
construction of the projects described in Article 5 of this Agreement in accordance with the
terms of this Agreement. In furtherance of the foregoing, each of the Parties hereto shall
execute and deliver all such documents and perform all such acts as reasonably necessary,
from time to time, to carry out the matters contemplated by this Agreement.

7.5. Compliance with City Code and Design Standards. Other than as expressly
provided in this Agreement or by laws of general application, Intel shall comply with all
applicable requirements for submission and approval of a preliminary and final plat and
site plan under Chapter 48 of the Chandler City Code, shall obtain appropriate City permits
for all work that it intends to undertake on the Property, and shall perform such work in
compliance with applicable Chandler City Code requirements and technical design
manuals.

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7.6 Cumulative Remedies. In addition to any other rights or remedies, either
Party may institute legal action to cure, correct, or remedy any default, to enforce any
covenant or agreement herein, or to enjoin any threatened or attempted violation,
including suits for declaratory relief, specific performance, relief in the nature of
mandamus, and actions for damages. All of the remedies described above shall be
cumulative and not constitute a waiver or election with respect to any other available
remedy.

7.7 Right to Offset. The non-breaching Party shall be entitled to offset against
any sums due the breaching Party, any expenses or costs incurred by the non-breaching
Party, or damages assessed due to the breaching Party's non-conforming performance or
failure to perform, including expenses to complete work and other costs and damages
incurred by the non-breaching Party.

7.8 Venue: Attorneys’ Fees. 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 reasonable costs and
expenses of such action, including reasonable attorneys’ fees as may be fixed by the court.

7.9 Conflicts of Interest. 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 Arizona Revised Statutes
§ 38-511.

7.10 No Partnership: Third Parties. It is not intended by this Agreement to, and
nothing contained in this Agreement shall, create any owner-contractor, contractor-
contractor, employer-employee, partnership, agency, or joint venture relationship between
or among any or all of the Parties hereto. No term or provision of this Agreement is
intended to, or shall, be for the benefit of any 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.

7.11 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties hereto pertaining to the subject matter hereof. All prior and contemporaneous
agreements, representations and understandings of the Parties, oral or written, are hereby
superseded and merged herein. No change or addition is to be made to this Agreement
except by written amendment executed by the Parties hereto.

7.12 Governing Law. This Agreement is entered into in Arizona and shall be
construed and interpreted under the laws of the State of Arizona.

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8.13 Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be valid under applicable law, but if any provision of this
Agreement shall be conclusively determined to be invalid or unenforceable to any extent,
such provision shall be ineffective to the extent of such invalidation or unenforceability, but
such determination shall not invalidate the remainder of such provision or the remaining
provisions of this Agreement.

7.14 Calculation of Days. As used herein, the term “business day” shall mean a
day that is not a Saturday, Sunday or legal holiday in the State of Arizona. 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 shall fall on a Saturday, Sunday or legal holiday in the
State of Arizona, then the duration of such time period or the date of performance, as
applicable, shall be extended so that it shall end on the next succeeding day which is not a
Saturday, Sunday or legal holiday in the State of Arizona.

7.15 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The signature pages from one or more
counterparts may be removed from such counterparts and such signature pages all
attached to a single instrument so that the signatures of all Parties may be physically
attached to a single document.

7.16 Recitals; Exhibits. The Recitals of this Agreement are incorporated herein by
reference and form a part 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.

7.17 Time of Essence. Time is of the essence of this Agreement and each
provision of this Agreement.

7.18 Recordation. The City will cause this Agreement to be recorded in its entirety
in the Official Records of Maricopa County, Arizona, not later than 10 days after execution
of the Agreement by the Parties and shall thereafter promptly provide a recorded copy of
this Agreement to Intel.

7.19 \Narranty Against Payment of Consideration for Agreement. Intel 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.

7.20 Non-liability of City Officials and Employees. No member, official or
employee of the City will be personally liable to Intel, or any successor in interest, in the

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event of any default or breach by the City or for any amount which may become due to
Intel or its successor, or on any obligation under the terms of this Agreement.

7.21 Authority to Execute. The person signing this Agreement on behalf of Intel
represents and warrants that they have the necessary authorization to enter into this
Agreement on behalf of the corporation and to bind the corporation to the terms and
conditions of this Agreement.

7.22 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, including but
not limited to rights and remedies existing at common law.

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

7.24 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.

7.25 No Israel Boycott. By entering into this contract, Intel certifies that it is not
currently engaged in, and agrees for the duration of the contract to not engage in, a

boycott of Israel.

[Signatures on following page.]

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IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its name and
on its behalf by its Mayor and its seal to be hereunder duly affixed and attested by its City
Clerk, and Intel has signed the same, on or as of the day and year first above written.

CITY OF CHANDLER, an Arizona municipal
ATTEST: corporation

City Clerk Mayor Kevin Hartke

APPROVED AS TO FORM:

bu)
Assistant City Attorney \)
INTEL CORPORATION, a Delaware
corporation
By: Darcy Ortiz
Its: Corporate Vice President
STATE OF OHIO )
) ss.
County of Cuyahoga )
Subscribed and sworn to before me this 30_ day of Septembe 2021,
by __ Darcy Ortiz , in her capacity as Corporate Vice President of Intel

Corporation, a Delaware corporation.

Usa e eALaro
Nay Pb, Sata bio
tiybowntsea ttee
aeate, Aisa E. Ballard

Notary Public
Online Notary Public. This notarial act involved the
use of online audio/video communication technology.

My Commission Expires: April 12, 2023

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EXHIBIT “A”
Legal Description of the Property

PARCEL NO, 1:

That part of the Southwest quarter of Section 18, Township 2 South, Range 5 East of the Gila
and Salt River Base and Meridian, Maricopa County, Arizona more particularly described as
follows:

COMMENCING at the Southwest comer of said Section 18 also being the POINT OF
BEGINNING;

thence North 00 degrees 58 minutes 51 seconds East along the West section line of said Section
18 a distance of 1325.15 feet to the Northwost comer of the Southwest quarter of the Southwest
quaner of said Section 18;

thence South 89 degrees 47 minutes $5 seconds East a distance of 1324.97 feel to the
Northeast comer of said Southwest quarter of the Southwest quarter,

thence North 01 degrees 00 minutes 13 seconds East a distance of 966.38 feet to a point:

thence South 89 degrees 54 minutes 53 seconds East a distance of 1290.62 foet to a point on
tho North-South mid-section line of said Sectlon 18;

thence South 00 degrees 10 minutes 31 seconds West along said mid-section line a distance of
2299.19 feet to the South quarter comer of said Section 18;

thence North 89 dogrees 41 minutes 05 seconds West along the South line of the Southwest
quarter of said Section 18 a distance of 2648.20 feet to the POINT OF BEGINNING.

EXCEPT the following described propeny:

Part of Section 18, Township 2 South, Range 5 East of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona, more particularly described as follows:

COMMENCING at the South quarter comer of said Section 18;

thence North 00 degrees 10 minutes 31 scconds East. along the North-South mid-section line
1909.19 fect to the TRUE POINT OF BEGINNING,

thence North 69 degrees 54 minutes $3 seconds West, parallel with the South line of the
property described in Document No. 89-456086, records of Maricopa Counly, 535.00 feet;

{hence North 00 degroes 10 minutes 31 seconds East, parallel with the North-south mid-section
line of said Section 18, 380,00 feel to a point on the South line of said property described in
Document No, 89-456086, records of Maricopa County;

thence South 89 degrees 54 minutes 53 seconds East, along the said South property line
described in Document No. 89-456086, records of Maricopa County, 535.00 fect to a point on the
North-South mid-section line of said Section 18;

thence South 00 degrees 10 minutes 31 seconds West along said North-South mid-section line,
390.00 foot to tho TRUE POINT OF DEGINNING, as conveyed to the City of Chandler in
Document No, 84-0809619,

RESERVING unto INTEL CORPORATION an Easement for ingress and egress and private
utilities over the Northedy 15.00 fect of the above doscribed property.

Ri 10, 2:

That part of Section 19, Township 2 South, Range 5 East of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona moro particulary described as follows:

COMMENCING at the Northwest comer of sald Section 19 also being tho POINT OF
BEGINNING;

thenco South 89 degrees 41 minules 05 seconds East along the North line of the Northwest
quarter of said Section 19 a distance of 2648.20 (cet to the North quarter comer of said Section
19;

thence North 89 degrees 50 minutes 56 seconds East along the North line of the Northeast
quarter of said Sectlon 19 a distance of 277.34 feot to a point;

thence departing said North line South 04 degrees 08 minutes 15 seconds East a distance of
9.06 feet to the point of curvature of a curve whose radius point bears South BS degrees 51
minutes 45 seconds West a distance of 2435.00 feet;

thence Southerly along the arc of said curve concave Westerly sublending an angle of 09
degrees 58 minules 15 seconds an arc distance of 423.75 feet to a point of non-tangency;

thence South 89 degrees 45 minutes 15 seconds East a distance of 2366.70 feet to a point on
the East line of said Section 19;

thence South 01 degrees 30 minutes 06 seconds West along said East line a distance of
2192.32 feet to the East quarter comer of said Section 19;

thence continuing South 01 degrees 30 minutes 06 seconds West along said East line a distance
of 2648.04 feet to the Southeast comer of said Section 19;

thence South 88 degrees 59 minutes 38 seconds West along the South line of the Southeast
quarter of said Section 19 a distance of 2620.06 feet to the South quaner comer of said section;

thence South 89 degrees 58 minutes 49 seconds West along the South line of the Southwest
quarter of said Section 19 a distance of 2620.44 feet to the Southwest comer of said Section;

thence North 00 degrees 51 minutes 19 seconds East along the West line of said Southwest
quarter a distance of 2648.44 feet to the Wast quarter comer of said Section 19;

thence North 00 degraes 53 minutes 33 seconds East along the West line of the Northwest
quarter of said Section 19 o distance of 2648.26 feet to the POINT OF BEGINNING;

EXCEPT the following described property:
Being a portlon of the Northwost quarter of Section 19, Township 2 South, Range 5 East of the

Gila and Salt River Base and Meridian, Maricopa County, Arizona more particularly described as
follows:

COMMENCING al the Northwest comer af said Northwest quarter,

thence South 89 degrees 41 minutes 0S seconds East along the North line of said Northwest
quarter a distance of 2367.83 feet:

thonce South 00 degrees 18 minutes 55 seconds West a distance of 20.00 feet to the POINT OF
BEGINNING;

thence South 89 degrees 41 minutes 0S seconds East parallel to and 20.00 feet South of the
North line of said Northwest quarter a distance of 250.00 feet;

thence South 01 degrees 07 minutes 55 seconds West a distance of 250.00 feot;
thence North 69 degrees 41 minutes 05 seconds West a distance of 250.00 feet;

thence North 01 degrees 07 minutes 55 seconds East a distance of 250,00 feet to the POINT OF
BEGINNING.

TOGETHER WITH that portion of Dobson Road as dedicated on plat in Book 395 of Maps, page
14, that is vacated on plat in Book 408 of Maps, page 50.

EXCEPT that portion of Dobson Road dedicated on tho plat in Book 409 of Maps, page 27.
PARCEL}, NO. 3:

Being a portion of the Southeast quarter of Section 18, Township 2 South, Range 5 East ofthe
Gila and Salt River Base and Meridian, Maricopa County, Arizona, more particularly described
as follows:

BEGINNING at tho Southwest comer of sald Southeast quarter of Section 18;

THENCE North 00 degrees 10 minutes 07 seconds East, along the boundary of OCOTILLO, as
shown on the MAP OF DEDICATION OF RIGHT-OF-WAY ANO EASEMENTS FOR OCOTILLO,
Book 303, Page 24, Maricopa County Records, 2299.05 feet;

THENCE South 89 degrees 54 minutes 53 seconds East, 104.33 feet to a point on the Westerly
right-of-way line of Price Road, as shown on said Map of Dedication;

THENCE South 04 degrees 08 minutes 15 seconds East, along said right-of-way line, 2304.15
feet to a point on the South line of said Southeast quarter of Section 18;

THENCE South 89 degrees 50 minutes 56 seconds West, along said South line, 277.34 feel to
the POINT OF BEGINNING.

Together with that portion of vacated Dobson Road lying Easterly and adjacent to said premises
peso on plat in Book 388 of Maps, page 20 and in Ordinance recorded in Document No. 94-
0788048.

PARCEL NO. 4:

A portion of Sections 18 and 19, Township 2 South, Range 5 East of tho Gila and Salt River
Base and Meridian, Maricopa County, Arizona, more particularly described as follows:

COMMENCING al the South quarter comer of said Section 18;

THENCE Nonh 69 degrees 50 minutes 6 seconds East, along the South tine of Section 18,
277.34 {eet to tho TRUE POINT OF BEGINNING.

THENCE continuing North 69 degreos 50 minutes 56 seconds East, along said South line of
Section 18, 130,32 feet;

THENCE North 04 degrees 08 minutes 15 seconds West, 46.53 feet;
THENCE North 40 degrees $1 minutes 45 seconds East, 28.26 feet;

THENCE North 85 degroos $1 minutes 45 seconds East, 22.27 feet to a point of curvature of @
tangent curve concave Northwesterly having a radius of 650,00 feet,

THENCE Nomheasterly along the arc of said curve through a central angle of 14 degrees 39
minutes 39 seconds, 166.32 feel to a point of curvature of a non-langent curve concave
Northeasterly from which the center of said curve bears North 57 degrees 36 minutes 13
seconds East, 1735.00 feat;

THENCE Southeastorly along the arc of said curve through a central angle of 25 degrees 24
minutes 40 seconds, 769.49 feat to a point on the South line of A.P.N. 303-49-001B as described
in Recorders No. 88-637333 records of Maricopa County;

THENCE North 89 degrees 45 minutes 15 seconds West, along said South line, 876.47 feettoa
point of curvature of a non-tangent curve concave Westerly from which the center of said curve
bears North 84 degrees 10 minutes 00 seconds West, 2,435.00 feet;

THENCE Northerly along the arc of said curve through a central angle of 09 degrees 58 minutes
15 seconds, 423.75 feet to a point of tangency;

THENCE North 04 degrees 08 minutes 15 soconds West, 9.06 fect to the TRUE POINT OF
BEGINNING.

PARCEL NO. 5:

A portion of Section 18, Township 2 South, Range 5 East of tho Gila and Salt River Base and
Meridian, Maricopa Gounty, Arizona, more particularly described as follows:

COMMENGING at the South quarter comer of said Section 18;

dante North 89 dogrees 50 minutes $6 seconds Eust, along the South line of said Section 18;
407.66 feet;

THENCE North 04 degrees 08 minutes 15 seconds West, 186.53 feet to the TRUE POINT OF
BEGINNING.

THENCE continuing North 04 degrees 08 minutes 15 seconds West, 38,50 feet;
THENCE South 26 degrees 37 minules 46 seconds East, 63.32 feel;
THENCE South 85 degrees 51 minules 45 seconds West, 4,22 feet,

THENCE North 49 degrees 08 minutes 15 seconds West. 28,28 feet to the TRUE POINT OF
BEGINNING,

EXCEPT any portion of Parcels 1 through 5 above, dedicated to the public for Dobson and
Ocatillo Roads on plat recorded in Book 395 of Maps, page 11.