Sustainability Water Service Agreement - Stryker

When recorded, return to:

Chandler City Clerk
P. O. Box 4008, MS 606
Chandler, AZ 85244-4008

SUSTAINABLE WATER SERVICE AGREEMENT

This Sustainable Water Service Agreement (“Agreement”), effective on the ___ day of

, 2021 (the “Effective Date”), is entered into by and between the City of Chandler, an

Arizona municipal corporation (“City”) and Stryker Sustainability Solutions, Inc. a Delaware

corporation, (“Owner”). This Agreement may refer to City and Owner individually as a “Party”
or collectively as the “Parties”.

RECITALS

A. Owner holds a leasehold interest in 104,742 square feet of industrial space located
at 6635 West Frye Road in Chandler, Maricopa County, Arizona, as legally described in the
attached Exhibit “A” (the “Property”).

B. Owner is constructing tenant improvements on the Property and intends to operate
a medical device reprocessing facility on the Property.

C., Chandler City Code Chapter 52-45(A) limits all new potable water uses within the
city to those that will not exceed the then-existing Tier | Water Use Allocation adopted by the city
council.

D. Owner’s proposed Water usage will exceed the current Tier I Water Use Allocation.

E. Owner has filed a Sustainable Water Service Application and the Director of Public
Works & Utilities has determined that the Property is eligible for a Tier II Water Use Allocation
subject to the terms and conditions of this Agreement.

F, The Chandler City Council has authorized the delivery of Tier II Water to the
Property subject to the terms and conditions of this Agreement.

WHEREFORE, the Parties agree as follows:

AGREEMENT
le The foregoing recitals are incorporated by reference into this Agreement.
2. Capitalized words or phrases not specifically defined in this Agreement shall have

the same meaning provided under Chandler City Code Chapter 52, Article VI. In any conflict
between this Agreement and Chandler City Code, the provisions of this Agreement shall control.

3. City agrees to allocate 52,000 gallons per day (gpd) of Tier II Water to the Property.

4, The Property shall be limited to no more than 64,000 gpd of Water consisting of
12,000 gpd of Tier I Water and 52,000 gpd of Tier I] Water based on a rolling three-year average
of water use (“Maximum Water Use”).

5. Penalties for an exceedance of the Maximum Water Use at the Property shall be as
provided under Chandler City Code Chapter 52, Article VI.

6. In addition to the penalties provided under Chandler City Code Chapter 52, Article
VI, upon three or more exceedances of the Maximum Water Use at the Property, City shall have
the right to terminate this Agreement upon 60 days’ written notice to Owner and upon termination
Owner will be limited to a Tier | Water Use Allocation.

7. Owner agrees to pay all applicable fees and charges associated with City’s delivery
of Water to the Property, and to comply with the provisions of Chandler City Code Chapter 52 for
the design, permitting, installation, and inspection of the water meter and other infrastructure
necessary for City to deliver Water to the Property.

8. The Tier II Water Use Allocation provided for in this Agreement shall be valid for
a period of 100 years from the Effective Date.

9. The Tier II Water Use Allocation may not be transferred or assigned to another
Owner without the written approval of City, however, Owner may transfer or assign the rights and
obligations under this Agreement to a corporate subsidiary or affiliate upon written notice to City.
Owner shall remain liable for the performance of Owner’s obligations under this Agreement
following any transfer or assignment that is made without City’s written approval.

10. Nothing in this Agreement alters the penalties for violation of any other provision
of City Code relating to water usage nor does this Agreement alter the penalties for nonpayment
of Water delivery charges.

ll. In the event of any default under this Agreement, the Parties shall have all remedies
available at law or in equity. The prevailing Party in any legal dispute under this Agreement,
except an enforcement action under Chapter 52, Article VI, shall have the right to recover its
reasonable attorneys’ fees and costs. No waiver shall arise out of any Party’s failure to enforce its
rights under this Agreement.

12, The person signing on behalf of Owner represents and warrants that they are duly
authorized to enter into this Agreement and empowered to bind Owner to this Agreement.

13. This Agreement shall be governed by and construed under the laws of the State of
Arizona.

14. In the event that any phrase, clause, sentence, paragraph, or other portion of the
Agreement shall be illegal, null or void or against public policy, for any reason, or shall be held
by any court of competent jurisdiction to be illegal, null or void or against public policy, the
remaining portions of this Agreement shall not be affected thereby and shall remain in full force
and effect to the fullest extent permissible by law and the Parties will negotiate diligently in good
faith for such amendments of this Agreement as may be necessary to achieve its intent,
notwithstanding such invalidity or unenforceability.

; 15. All notices, demands or other communications given under this Agreement shall be
in writing and shall be deemed to have been delivered upon personal delivery or as of the third

business day after mailing by United States Certified Mail, postage prepaid, return receipt
requested, addressed as follows:

To City: Director of Public Works & Utilities
P. O. Box 408, MS 403
Chandler, AZ 85244-4008

Copy to: City Attorney
City of Chandler
P. O. Box 4008, MS 602
Chandler, Arizona 85244-4008

To Owner: — Stryker Sustainability Solutions, Inc.
6635 West Frye Road,
Chandler, Maricopa County, Arizona

Copy to: Stryker Corporation
2825 Airview Blvd.
Kalamazoo, MI 49002.
Email: generalcounsel@stryker.com
Attn: GQO Counsel

A Party may change its address for receipt of notice by providing written notice as provided in this
Section 15.

16. | This Agreement constitutes the entire agreement between the Parties concerning
the subject matter of the Agreement. This Agreement may not be amended except in a writing
signed by the Parties.

17. City shall record this Agreement in the Records of the Maricopa County Recorder.

18. This Agreement is subject to cancellation for conflict of interest under A.R.S. § 38-
S11.

[Signatures on following page]

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date written above,

CITY OF CHANDLER,
an Arizona municipal corporation

By:

Mayor Kevin Hartke
ATTEST:

City Clerk

APPROVED AS TO FORM:

(Asst.) City Attorney

USTAINABILITY SOLUTIONS,
INC., a Delaware corporation

By:
Print\Wame: — Keeifald Mingot

Print Title: VP, Manufacturing

STATEOF_{ )

) ss.
County of Bay )
SUBSCRIBED and sworn to before me this 20 day of Set , 2021, by
Aeai Aad Minayt _ in their capacity as Vice. Presid wnt of Stryker

Sustainability Solutions, Inc., a Delaware corporation.

Whay 4h
“ F

Notary Public

Seal:

iui, — MARY L. LAFRENZ
“ Notary Public-State of Florida}
*#= Commission # GG 936453
is, RS My Commission Expires
iw December 03, 2023

Exhibit A

Legal Description of Property

Lot 6 of Lotus Project according to the Plat of Record in the Office of the County Recorder
of Maricopa County, Arizona, recorded in Book 1574 of Plats, Page 11.