Agreement

PROJECT AGREEMENT
(Project 5 — Phase 2 Improvements) |

This Project Agreement is entered into effective as of , 2022, by and between
the City of Chandler, an Arizona municipal corporation (“City”), and Intel Corporation, a
Delaware corporation (“Intel”), pursuant to the Public Infrastructure Master Agreement (the
“Master Agreement”) between them dated May 24, 2019. Unless otherwise defined, capitalized
terms used in this Project Agreement shall have the meanings defined in the Master Agreement.

Effective February 1, 2021, City and Intel entered into a Reclaimed Water Agreement
setting forth the terms and conditions under which the City will make additional reclaimed water
available to Intel for use at its Ocotillo campus in Chandler, including the construction of related
infrastructure described in the Reclaimed Water Agreement as the “Phase 2 Improvements.”

Effective September 30, 2021, City and Intel entered into a Development Agreement
setting forth the terms and conditions for the construction and financing of certain public
infrastructure in connection with Intel’s proposed expansion of its Ocotillo campus in Chandler
referred to in the Development Agreement as “Phase V,” including the Phase 2 Improvements.

As defined in Section 3.2 of the Reclaimed Water Agreement and in Section 1.7 of the
Development Agreement, the Phase 2 Improvements include “a transmission line capable of
delivering up to 11 MGD of Reclaimed Water 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.”

At the time Intel and City entered into the Reclaimed Water Agreement, the anticipated
cost of the Phase 2 Improvements was approximately $35 million. Since that time, construction
costs related to the Phase 2 Improvements have nearly doubled, rendering the Phase 2
Improvements as originally proposed infeasible. City and Intel have worked together to redesign
the Phase 2 Improvements in a manner that will enable City to meet its delivery commitments to
Intel under the Reclaimed Water Agreement at the originally estimated cost of $35 million. The
redesigned Phase 2 Improvements are described in Article 1 of this Project Agreement.

In addition, Section 5.2 of the Development Agreement provides that the design,
construction, and financing of Public Infrastructure improvements required to deliver an
additional 3.1 MGD of Potable Water to Intel . . . if any, shall be Project 5 under the Master
Agreement” and Section 5.3 provides that the Phase 2 Improvements shall be Project 6 under the
Master Agreement. City has determined that no Potable Water infrastructure is needed to meet
its Potable Water delivery commitment to Intel; therefore, the Phase 2 Improvements will be
Project 5 under the Master Agreement.

City is hereby authorized, and does hereby agree, to proceed with the Work described in
this Project Agreement, in compliance with the Master Agreement.

City and Intel, in consideration of the mutual covenants set forth in the Master
Agreement, the Development Agreement, and this Project Agreement, agree as follows:

ARTICLE 1.

The Public Infrastructure to be constructed for the benefit of the Manufacturing Facility
under this Project Agreement is 1) upsize and improve the reclaimed water pumping system and
piping adjacent to the reservoir located at City’s Airport Water Reclamation Facility (AWRF) to
allow for an increased volume of reclaimed water to be transmitted through the existing
distribution piping system to City’s Ocotillo Water Reclamation Facility (OWRF) and Intel’s
blended reclaimed water tank; 2) modify piping and appurtenances at the OWRF to
accommodate additional flow from the reclaimed distribution system and aquifer storage and
recovery (ASR) wells; and 3) drill and equip up to four ASR wells to increase City’s ability to
store and pump reclaimed water as necessary to meet peaking demands and provide supply
redundancy.

ARTICLE 2.

The cost of the Work covered under this Project Agreement is $35 million, of which $28
million (80%) will be paid from funds available under A.R.S. § 42-5032.02. The remaining $7
million (20%) will be paid by City, up to City’s Maximum Contribution (as defined in the
Development 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. Intel shall be responsible for any cost of the Work
which is not reimbursed by funds available under A.R.S. § 42-5032.02, for any reason, or
financed by City, up to $35 million. Should it appear that the cost of the Work will exceed $35
million due to circumstances beyond the control of either Intel or City, the parties will
renegotiate the scope of the Work.

ARTICLE 3.

Completion of piping and pump work at AWRF and OWRF is anticipated by August 1,
2023. Drilling and equipping of ASR wells will be completed by approximately August 1, 2024,
or by such other date as mutually agreed in writing by City and Intel.

ARTICLE 4.

City will procure the design for the Work.

ARTICLE 5.

City and Intel. will work together to meet Intel’s demand as it comes online should
circumstances beyond the control of either City or Intel result in delay in completion of the
Work.

ARTICLE 6.

The Contract Documents for the Work shall include this Project Agreement, the Master
Agreement, the Development Agreement, the Reclaimed Water Agreement, and other
documents, forms, and requirements as specified in the Master Agreement.

IN WITNESS WHEREOF, the Parties have executed this Project Agreement effective on the
date set forth above.

ATTEST: CITY OF CHANDLER, an Arizona
municipal corporation

By
CITY CLERK Kevin Hartke, Mayor
APPROVED AS TO FORM:
Or)
(ASST.) CITY ATTORNEY \

INTEL CORPORATION, a Delaware
corporation

Its Utilities Manager