Development Agreement

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

, 2025, (the “Effective Date”), by and between the City of Chandler, an Arizona

municipal corporation (“City”), and BA Price Owner LLC, a Delaware limited liability

company (“Developer”). City and Developer 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 Developer owns real property generally located at 3380 South Price
Road in Chandler, which property is legally described in Exhibit A attached hereto (the

“Property”).

1.2. Within the Property is an existing industrial building and accessory data
center structure and operation that uses Water-Based Cooling Systems (defined in Section 10
herein) within the building.

1.3. Developer will redevelop the Property by demolishing the existing
industrial building and accessory data center structure and constructing a new data center for
artificial intelligence and advanced computing uses (“AI Data Center”) and additional
employment buildings (“Build-to-Suit/Tech Park Buildings”) as more fully described in
Recital 1.4.

1.4 The Chandler City Council has, in conjunction with the approval of this
Agreement, approved Developer’s request to rezone the Property to Planned Area
Development with a Mid-Rise Overlay (“Rezoning Approval’), which provides for a mix of
advanced technology driven uses, including artificial intelligence, advanced computing, tech,
research and development business park, healthcare and bioscience, aviation and aerospace,
office, information technology, and data center uses. The development plan proposes the
decommissioning of the existing buildings and the addition of a new AI Data Center, with
associated electrical substation, equipment and fixtures, and additional employment buildings

(“Build-to-Suit/Tech Park Buildings”), all within the Property as shown conceptually on
Exhibit B.

1.5 The individual Tech Park Buildings shall be referred to herein by their
letter designations on Exhibit B. Alternatively, the non-data center area could be developed as
a campus-style build-to-suit in lieu of individual Tech Park Buildings.

1.6 Stipulations were added to the Rezoning Approval related to the
cessation of Water-Based Cooling Systems in favor of Mechanical Cooling Systems and a
closed loop system (defined in Section 10 herein) on the Property (the “Cooling Stipulations”).
With this Agreement, the Parties intend to reduce water consumption on site by ensuring the
transition of all existing Water-Based Cooling Systems to Mechanical Cooling Systems that
do not rely on evaporative cooling or otherwise consume water as part of the process of cooling
electronic computer servers housed within the AI Data Center.

1.7 Section 35-2214 of the City Code of the City of Chandler (“City Code”)
contains certain requirements related to the development of new data centers and Sections
35-2214(3) through 35-2214(7) of the City Code contains requirements related to the
measuring and containment of sound generated by those data centers (“Data Center Sound
Requirements”).

1.8 The Parties desire to execute this Agreement following the Rezoning
Approval by the Chandler City Council to provide another enforcement mechanism for the
Cooling Stipulations and the Data Center Sound Requirements; to agree on the application of
an element of the Data Center Sound Requirements as it relates to the Property; to outline
development terms, phasing, and expectations, and to guarantee items related to penalty fees,
taxes, public benefits, and donation agreements.

1.9 City and Developer are entering into this Agreement under
A.R.S. § 9-500.05 to facilitate development within the City of Chandler.

1.10 City, by Resolution No. 5957, adopted on December __, 2025, 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. Performance Obligations. City and Developer agree as follows:

2.1 Decommissioning of Water-Based Cooling Systems. The AI Data
Center shall be engineered to utilize Mechanical Cooling Systems which may include closed-
loop Water-Based Cooling Systems that do not require the on-going use of water provided that
the water use for the AI Data Center does not exceed the Tier I Water Allocation for the
Property as set forth in the Sustainable Water Use Application attached to this Agreement as
Exhibit C. Developer shall commence the decommissioning of existing Water-Based Cooling
Systems within sixty (60) days of the Effective Date. Developer understands that time is of the
essence for removal of the Water-Based Cooling Systems on the Property pursuant to this
Agreement. Upon issuance of a certificate of occupancy (“COO”) for the AI Data Center and
during the remaining term of this Agreement, Developer may not use any Water-Based
Cooling Systems within the AI Data Center other than a closed-loop system as described in

this Section. Upon Developer’s request for a COO for the AI Data Center, and thereafter
during the remainder of the term of this Agreement, in the event the City reasonably believes
that the Developer is utilizing Water-Based Cooling Systems in violation of this Agreement,
Developer shall allow City reasonable access to inspect the Property to verify that there are no
Water-Based Cooling Systems in operation in violation of this Agreement. City will follow
Developer and/or its customer’s security protocols during such access visits and will provide
Developer with reasonable advanced notice of the date and time of such access visits.

2.2 Water Meter. Concurrently with the decommissioning of Water-Based
Cooling Systems described in Section 2.1 above, Developer shall remove and cap the existing
water connection to the cooling towers. Upon completion of demolition of the existing
improvements on the Property, or such earlier time as determined by Developer that does not
compromise the health and safety of the public or create a hazardous condition on the Property,
Developer shall remove all but one, two-inch city water meter on site to be utilized during the
construction of the project. Upon completion of construction, Developer shall remove the two-
inch meter and install a new one-inch city water meter to serve the AI Data Center and shall
apply for additional water meters to serve the Build-to-Suit/Tech Park Buildings pursuant to
and in compliance with the Sustainable Water Allocation Regulations set forth in City Code
Chapter 52.

2.3 Demolition and Construction Stipulations. Developer shall:

A. Commence the demolition of Existing Buildings on the Property
by the later of a) ninety (90) days after the Effective Date; or b) five (5) business days after
Salt River Project’s de-energization of the existing electrical services, Southwest Gas’s
removal and capping of its equipment, and confirmation from both utilities that it is safe to
commence demolition. Developer shall request Salt River Project and Southwest Gas
decommission and “safe-off’ their equipment within 90 days after the Effective Date. The
Developer shall complete demolition of Existing Buildings within 18 months after
commencing demolition. “Existing Buildings” as used in this Section means structures capable
of being leased and occupied.

B. Apply for a Certificate of Completion (COC) for Tech Park
Building B prior to or concurrently with an application for a COO for any portion of the AI
Data Center.

C. Record a deed restriction prohibiting construction of a data
center as primary use anywhere on the Property except the southwest corner as legally
described in the deed attached as Exhibit D, unless otherwise approved by the City.

Dz Commence development for Tech Park Buildings E & F no later
than January 1, 2031, provided that Developer’s failure to commence development of Tech
Park Buildings E & F within such timeframe shall not be an event of default, but will subject
Developer to a Delay Penalty in the amount of $200,000 annually, prorated per month
commencing on January 1, 2031. Delay Penalty will be paid on the first regular business day
of every month for each subsequent month which passes without Developer commencing
development of Tech Park Buildings E & F. Subject to commercially reasonable force majeure

delays, development of Tech Buildings E & F shall be completed within 18 months of
commencing development. A “force majeure” for purposes of this Agreement is any of the
following circumstances beyond the reasonable control of the affected Party: failure of
facilities, flood, earthquake, tornado, storm, fire, lightning, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, or restrain by court order, law, or regulation, which
the affected Party is not able to overcome by exercise of due diligence.

E. Commence development for Tech Park Buildings C & D no later
than January 1, 2032, provided that Developer’s failure to commence development of Tech
Park Buildings C & D within such timeframe shall not be an event of default, but will subject
Developer to a Delay Penalty in the amount of $225,000 annually, prorated per month
commencing on January 1, 2032. Delay Penalty will be paid on the first regular business day
of every month for each subsequent month which passes without Developer commencing
development of Tech Park Buildings C & D. Subject to commercially reasonable force
majeure delays, development of Tech Buildings C & D shall be completed within 18 months
of commencing development.

F. In the alternative scenario that a campus-style build-to-suit
commercial development is planned in lieu of individual Tech Park Buildings, only the phasing
terms and penalties of section 2.3(E) shall apply.

G. Developer’s timeframe for performance of its obligations under
this Section shall be tolled, day-for-day, for each day that (i) the City’s review times for permits
and approvals extend beyond the statutory timeframe allotted for such, and (ii) with respect to
Section 2.3(D)-(E), the City, Developer, and a third party are negotiating or otherwise pursuing
a transaction for a build-to-suit commercial development, which tolling timeframe shall
commence (i) once a letter of intent (or its equivalent) has been executed by the Developer and
the build-to-suit user, and delivered to the City’s Economic Development Director
(confidential terms redacted), or (ii) with the approval of the City’s Economic Development
Director. The maximum timeframe for the tolling of Developer’s performance pursuant to
Section 2.3(G) (i) and (ii) shall be nine months.

2.4 Offsite Improvements. Developer shall be responsible for the
construction of any public infrastructure improvements necessary for the development of the
Property consistent with the provisions of this Agreement. Within ten (10) business days of
the issuance of the building permit for the AI Data Center, Developer shall deposit the sum of
$2 million with the City’s Development Services Department to be applied to the costs of any
such improvements, including the undergrounding required under Section 2.5. However, if
the Developer’s agreement with Salt River Project includes obligations to perform or fund the
public infrastructure otherwise expected to be covered by the $2 million pre-payment to the
city, the city shall issue a refund to the Developer or credit the amount to any remaining
improvements to be completed. Upon written request from Developer, City shall refund any
unused sums to Developer within thirty (30) business days of the issuance of a COO for any
portion of the AI Data Center. Nothing in this Section shall be construed to limit Developer’s
obligation to pay the total costs associated with public infrastructure improvements necessary
for the development of the Property. To the extent that Developer constructs municipal public

infrastructure improvements that benefit properties other than the Property, City shall enter
into a reimbursement agreement with Developer for the recovery of the costs of such
improvements from the owners of such benefited properties.

2.5 Electrical Utilities. Developer shall underground all electric utility lines
required to serve the Property and shall be responsible for its pro-rata share of all related costs,
including the relocation of City utilities if any, as determined by Salt River Project. Developer
shall not be responsible for any of City’s obligations in the agreement between City and Salt
River Project dated June 24, 2021, approved pursuant to Chandler City Council Resolution
No. 5496, or any third-party’s obligations in its agreement with Salt River Project.

2.6 Property and Transaction Privilege Tax Assessments. Developer and
City desire to ensure consistent property tax revenue on the Property and covenant and agree
that the property tax assessed on the Property and paid to the City, and the transaction privilege
tax (TPT) assessed on the Property and paid to the City, or its consumption of electricity shall
not be reduced upon the issuance of the final certificate of occupancy for the AI Data Center,
notwithstanding any state or federal laws to the contrary. Should future state or federal
incentives/tax reduction collections be enacted reducing revenue to the City, Developer
annually will pay City an amount equal to the incentive/tax savings as a payment in lieu of
taxes and all future payments will be in an amount equal to the highest year’s payments with
an annual adjustment for inflation, if any.

2:7 Employment.

A. Developer covenants and agrees that the Build-to-Suit/Tech
Park Buildings shall create at least two net new on-site full-time equivalent non-construction
related jobs per 1,000 square feet of occupiable building space, paying a median salary of at
least $75,000 annually (“Minimum Jobs Requirement”) and shall maintain such level of
employment for a period of five consecutive years from the date COO is issued for each Tech
Park Building or Build-to-Suit building.

B. Developer shall submit annual reports to City for verification of
job creation. Should employment fall below the Minimum Jobs Requirement, Developer shall
pay a penalty of $2,000 per job below the Minimum Jobs Requirement annually on March 1
for the period set forth in Subsection 2.7(A). This requirement shall automatically terminate
upon the expiration of the period set forth in Subsection 2.7(A) or the termination of this
Agreement. For the avoidance of doubt, Developer shall not be liable for the penalty contained
in this subsection after the five (5) year anniversary of the issuance of a COO for each Tech
Park Building or Build-to-Suit building.

2.8 Nuisance. A violation of the City’s Data Center Sound Requirements
will be deemed a violation of this Agreement. Section 35-2214(4) of the City Code (“Baseline
Study Section”) details requirements for a property owner proposing to build a data center
related to studying and documenting ambient sound levels in the area surrounding the proposed
site of the new data center, and the Parties acknowledge Developer has complied with this
Baseline Study Section. Given the potential for future changes in the immediate area that may
affect ambient sound volumes, Developer shall have the right in the future, but not the

obligation, to again study and document the baseline ambient sound levels in the area
surrounding the Property and to submit the results of this updated study to the City (“Updated
Baseline Study”). The Updated Baseline Study must be performed: consistent with the
requirements of the Baseline Study Section, except as it relates to any references to the timing
of the study and the submission of the study, and prior to commencing operation of, and
issuance of a certificate of occupancy for, the Data Center Building. Following submission to
the City’s Zoning Administrator of an Updated Baseline Study, the City shall replace the
baseline sound study previously submitted by the Developer with the Updated Baseline Study
and shall use the Updated Baseline Study in applying the requirements of the Data Center
Sound Requirements as if the Updated Baseline Study had been the sound study originally
submitted in compliance with the Baseline Study Section. In the sound studies required in
subsequent years after the commencement of operation of the Data Center Building, per the
Data Center Sound Requirements, if ambient sound levels have increased because of factors
external to the Property, the City shall allow Developer to document these increases in the
study and the City and the Developer shall work together in good faith to adjust the baseline
sound levels to account for and discount such increases that are not attributable to the
Developer when evaluating compliance of the Data Center Building under Section 35-2214(5)
and Section 35-2214(6) of the City Code.

2.9 Rezoning. This Agreement and its terms become effective if, and only
if, the City approves Developer’s request to rezone the Property from PAD Light Industrial (I-
1) to PAD with a Mid-Rise Overlay in a manner that allows the development and operation of
the AI Data Center and Build-to-Suit/Tech Park Buildings consistent with the terms of this

Agreement.

2.10 Al Data Center Use Restrictions.

A. Developer covenants and agrees that the facility designated as
the “AI Data Center” on Exhibit B shall be used for the purpose of operating an artificial
intelligence and advanced computing data center. For purposes of this Agreement, an “AI Data
Center” shall have the meaning set forth in Section 10.

B. The AI Data Center shall not be used as a traditional enterprise
data center, colocation facility, or cloud storage center whose principal purpose is general IT
hosting, transaction processing, or long-term data storage.

C. City Oversight and Verification. City may exercise the
following oversight and verification of the restrictions set forth in this Section:

(i) Developer shall provide the City, on or before March 1
of each year during the term of this Agreement, a certification signed by an officer of
Developer confirming to their actual knowledge that the installed equipment is designed for
advanced, high-performance computing typical of an AI Data Center and continues to be used
in compliance with this Section.

(ii) | Upon reasonable prior notice and subject to adherence
with Developer’s standard security protocols, City shall have the right not more than once
annually to inspect non-sensitive portions of the AI Data Center.

(iii) Developer shall cooperate in good faith to provide
redacted or aggregated information sufficient to demonstrate compliance while protecting
confidential, proprietary, or customer information.

3. Term. The term of this Agreement shall begin on the Effective Date and shall
continue in full force and effect for a period of ten years unless terminated earlier by written
agreement of the Parties. This Agreement shall automatically renew for additional ten-year
terms unless 60 days prior to the expiration of the current term a Party provides Notice under
Section 4 of this Agreement of its intent not to renew. The provisions of Section 2 of this
Agreement shall survive the termination of this Agreement unless terminated pursuant to
Section 8 of the Agreement.

4. Notice. All notices, demands or other communications given under this
Agreement 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 business day after mailing by United States
certified mail, postage prepaid, addressed as follows:

To Developer: — BA Price Owner LLC
1194 King Street, Second Floor
Greenwich, CT 06831

With a copy to: Withey Morris Baugh, PLC
2525 E. Arizona Biltmore Circle, Ste. A-212
Phoenix, AZ 85016
Attn: Adam Baugh

To City: Economic Development Director
City of Chandler
Mail Stop 405
P.O. Box 4008
Chandler, AZ 85244-4008

With a copy to: Chandler City Attorney
Mail Stop 602
P.O. Box 4008
Chandler, AZ 85244-4008

A Party may change its address for receipt of Notice under this Agreement by providing Notice
of same under this Section.

5. Events of Default. Failure by either Party to duly perform, comply with, or
observe any of the conditions, terms, or covenants of this Agreement beyond applicable notice

and cure periods shall bea default hereunder, subject to the terms set forth in this
Section 5. The Party who fails or delays must immediately commence to cure, correct, or
remedy such failure or delay, and shall complete such cure, correction, or remedy with
reasonable diligence, and during any period of curing shall not be in default. The objecting
Party shall give written notice of default to the Party in default, specifying the default
complained of by the objecting Party. If the default is not commenced to be cured within thirty
(30) days after service of such notice of default and is not cured promptly in a continuous
diligent manner in a reasonable period after commencement, which shall in no circumstance
exceed 120 days unless such deadline is commercially unreasonable, the objecting Party shall
have the right to pursue all available legal and equitable remedies.

6. Assignment. Developer shall not assign any obligation in this Agreement (an
“Assignment”), other than to a Permitted Assignee, without City’s express written consent,
which shall not be unreasonably withheld, conditioned, or delayed. As used herein, a
“Permitted Assignee” is defined as: (i) a subsidiary or affiliate of Developer, (ii) a party that
results from a Change of Control of Developer, (iii) a party that acquires fee simple title to the
Property, and/or (iv) a party providing financing with respect to the Property (where, for the
avoidance of doubt, Developer shall be permitted to collaterally assign this Agreement to such
party). The City’s consent shall not be required in connection with an Assignment to a
Permitted Assignee. 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 under 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 Developer, (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 Developer or (c) a merger, consolidation,
recapitalization or reorganization of Developer with or into a third party that results in the
inability of the stockholders of Developer 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. This Agreement shall be binding upon and inure to the benefit of any Party’s
successor in interest.

7. Recordation. Upon execution of this Agreement by the Parties, the City will
promptly cause this Agreement to be recorded in its entirety in the Official Records of
Maricopa County, Arizona and shall thereafter promptly provide a recorded copy of this
Agreement to Developer. Promptly following the termination of this Agreement, the Parties
will execute and record a commercially reasonable memorandum of termination of this
Agreement, and cause such to be recorded in the Official Records of Maricopa County, Arizona
(the “Recorded Termination”). Notwithstanding the foregoing, upon termination of this
Agreement, the rights and obligations contained herein shall automatically be null, void, and
terminated without the need for further action by the Parties, it being acknowledged and agreed
that the Recorded Termination is not a prerequisite to the termination of this Agreement. The

covenants under this Agreement shall run with the Property and shall survive the termination
of this Agreement.

8. Termination by Right; Abandonment of Purpose. This Agreement may be
terminated only upon the written agreement of the Parties. Developer and City understand and
agree that the purpose of this Agreement is to ensure (i) the City’s goals of employment and
economic activity are met if an AI Data Center is built, and (ii) the AI Data Center is developed
efficiently. In accordance with this understanding, Developer shall have the unilateral right to
terminate this Agreement at any time prior to the issuance of a building permit for the AI Data
Center. City shall have the unilateral right to terminate this Agreement if Developer fails to
provide documentation to City by January 31, 2027, that Developer has paid the initial funding
installment due to SRP and signed the Design, Construction and Operations Agreement for
Dedicated Substation contract with SRP for the installation of the 230 kV lines and ancillary
infrastructure necessary to serve the Property. If either Party unilaterally terminates pursuant
to this Section, City may adopt an ordinance reverting zoning for the Property to that existing
at the time of this Agreement. For the avoidance of doubt, Developer’s receipt of a grading
permit or permit to commence the installation of underground utilities shall not be
misconstrued to qualify as a building permit for the AI Data Center.

9. Additional Matters.

9.1 Governing Law. 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. Nothing in this Agreement suspends or voids Developer’s obligation to comply with
the provisions of Chandler City Code as they relate to the development of the Property.

9.2 No Waiver. 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.

9.3 Entire Agreement, Amendment, and Execution. This Agreement
constitutes the entire Agreement between City and Developer 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 recorded in the office of the Maricopa County
Recorder 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.

9.4 No Partnership. It is not intended by this Agreement to, and nothing
contained in this Agreement shall, create any partnership, joint venture or other arrangement
between Developer and City. 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.

9.5 Authorization. Each of the Parties hereto represents and warrants to the
other that the individual executing this Agreement on behalf of their respective Party is
authorized and empowered to bind the Party on whose behalf such individual is signing, and
that this Agreement shall be binding upon such Party.

9.6  Estoppel. Each Party, upon the request of another Party, shall issue to
such requesting Party (and, as applicable, such Party’s prospective or current purchaser, equity
investor, mortgagee or other parties designated by such requesting Party), within twenty (20)
business days of receipt of any such request, an estoppel certificate (each, an “Estoppel
Certificate”), made to the knowledge of the responding Party, stating: (i) whether any known
default exists under this Agreement, and if there are known defaults, specifying the nature
thereof; (ii) that this Agreement has not been modified or amended in any way, except as
disclosed in such Estoppel Certificate; (iii) that this Agreement as of that date is in full force
and effect; (iv) the status of the Annual Report(s); (v) whether an Updated Baseline Study was
submitted to the City; and (vi) such other certifications as may be reasonably requested by such
requesting Party, subject to reasonable requests for edits or other clarification by the
responding Party.

9.7 Mortgagee Protections. Developer shall have the right, from time to
time, to assign, collaterally or otherwise, its interest in this Agreement and to encumber all or
any portion ofits interest in the Property by deed of trust, mortgage or other security instrument
(each, a “Developer Mortgage”) to a third-party lender (each, a “Mortgagee”), without the
necessity of obtaining the consent of the City. So long as any Developer Mortgage held by a
Mortgagee remains a lien on all or part of Developer’s interest in this Agreement and/or the
Property, such Mortgagee shall be afforded the following rights: (i) the right to simultaneously
receive any notices of any default by Developer hereunder (provided that Developer and/or
Mortgagee first provide the City with written notice as to the identity of and notice address for
Mortgagee), (ii) the right to cure any default of Developer (where Mortgagee shall have ten
(10) days to cure any monetary default and an additional thirty (30) days to cure any
non-monetary default, in addition to the time period afforded to Developer to cure); (iii) in the
event of any termination of this Agreement, the right to enter into a new agreement with the
City on materially the same terms; and (iv) the right to assume Developer’s interest under this
Agreement in the event of a foreclosure by Mortgagee of the Developer Mortgage.

10. Definitions. As used in this Agreement, the terms below are defined as follows:

10.1 “Water-Based Cooling Systems” are open-circuit cooling towers that
reject heat from the refrigeration process to the atmosphere by means of water evaporation or
other water-based methods that use and discard water as part of the process of transferring heat
away from the electronic computer servers that are generating heat on the Property.

10.2 “Mechanical Cooling Systems” are those cooling systems that transfer
heat from the data center to achieve a cooler air temperature inside the data center and which

10

do not utilize the evaporation of water in the cooling process or other water-based methods
that use and discard water as part of the process.

10.3. “Certificate of Occupancy (COO)” is issued under Chandler City Code
Chapter 29 authorizing occupancy of a building.

10.4 “Certificate of Completion (COC)” is issued under Chandler City Code
Chapter 29 when completion of permitted work does not result in a building ready for
occupancy.

10.5 “AI Data Center” means a data center facility that is designed and
operated primarily for artificial intelligence and advanced computing workloads, characterized
by (i) deployment of high-density GPU, TPU, or other advanced processors optimized for AI
model training, inference, and high-performance computing applications; (ii) specialized
cooling and power systems engineered to support such high-density compute loads; and (iii)
networking infrastructure configured to provide low-latency, high-bandwidth interconnections
between compute nodes. An AI Data Center is distinct from a traditional enterprise data center
or colocation facility whose primary function is general IT hosting, transaction processing, or
long-term data storage.

[Signatures on following page.]

11

IN WITNESS WHEREOER, 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.

CITY OF CHANDLER, an Arizona

municipal corporation

AUTEST:

oe By. —
City Clerk

APPROVED AS TO FORM:

City Atiorney y

BA Price Owner LLC, a Delaware
limited liability company

By:
PrintName: Jeffrey A. Zygler
Its: Authorized Signatory

STATE OF Prytlan/ — )
County of (Gedfiaape _)

The foregoing Development Agreement was executed before me this 2nd day of
December, 2025, by Jeffrey A. Zygler, as Authorized Signatory of BA Price Owner LLC, a

Delaware limited liability company.

ROS DAVID A. ROSENBERG

vam NOTARY PUBLIC

y vorany Baltimore County
Raat cy State of Maryland

Vy oe S My Commission Expires
Car oo January 26, 2027

Notary Public

EXHIBIT A
LEGAL DESCRIPTION

20240351129

Exhibit A to Special Warranty Deed
Legal Description

PARCEL ONE:

THAT PORTION 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 NORTHWEST CORNER OF SAID SECTION 18;

THENCE SQUTH 89 DEGREES 52 MINUTES 01 SECONDS EAST ALONG THE NORTH
LINE OF THE NORTHWEST QUARTER OF SAID SECTION 18, A DISTANCE OF 1269.65
FEET TO THE NORTHWEST CORNER OF OCOTILLO AS SHOWN ON THE "MAP OF
DEDICATION OF RIGHT OF WAY AND EASEMENTS FOR OCOTILLO", ACCORDING
TO BOOK 303 OF MAPS, PAGE 24, RECORDS OF MARICOPA COUNTY, ARIZONA;

THENCE SOUTH 01 DEGREES 20 MINUTES 02 SECONDS WEST, ALONG THE WEST
BOUNDARY THEREOF, 1321.64 FEET;

THENCE SOUTH 89 DEGREES 53 MINUTES 26 SECONDS EAST ALONG THE SOUTH
LINE OF LOT 1 OF SAID SECTION 18 AND SAID BOUNDARY OF OCOTILLO, 66.64
FEET TO THE TRUE POINT OF BEGINNING:

Unofficial Document

THENCE DEPARTING SAID BOUNDARY, CONTINUE SOUTH 89 DEGREES 53
MINUTES 26 SECONDS EAST 207.11 FEET TO A POINT ON THE SOUTHWESTERLY
RIGHT OF WAY LINE OF PRICE ROAD AS SHOWN ON SAID MAP OF DEDICATION,
SAID POINT MARKING THE BEGINNING OF A NON-TANGENT CURVE, THE
CENTRAL POINT OF WHICH BEARS NORTH 59 DEGREES 08 MINUTES 21 SECONDS

EAST 1315 FEET;

THENCE SOUTHEASTERLY, ALONG SAID RIGHT OF WAY LINE AND ALONG THE
ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 47 DEGREES 54 MINUTES
39 SECONDS, HAVING AN ARC DISTANCE OF 1099.60 FEET;

THENCE SOUTH 78 DEGREES 46 MINUTES 18 SECONDS EAST ALONG SAID RIGHT
OF WAY LINE, 27.27 FEET TO A POINT MARKING THE BEGINNING OF A TANGENT
CURVE, HAVING A RADIUS OF 250.00 FEET TO THE RIGHT;

THENCE SOUTHEASTERLY, ALONG SAID RIGHT OF WAY LINE AND ALONG THE
ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 28 DEGREES 57 MINUTES
18 SECONDS, HAVING AN ARC DISTANCE OF 126.34 FEET TO A POINT OF
COMPOUND CURVATURE MARKING THE BEGINNING OF A TANGENT CURVE, THE
CENTRAL POINT OF WHICH BEARS SOUTH 40 DEGREES 10 MINUTES 60 SECONDS

WEST 290.00 FEET;

20240351129

THENCE SOUTHEASTERLY, ALONG SAID RIGHT OF WAY LINE AND ALONG THE

_ ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 53 DEGREES 47 MINUTES
00 SECONDS, HAVING AN ARC DISTANCE OF 272.22 FEET TO A POINT OF REVERSE
CURVATURE MARKING THE BEGINNING OF A TANGENT CURVE, THE CENTRAL
POINT OF WHICH BEARS SOUTH 86 DEGREES 01 MINUTES 60 SECONDS EAST
2479.00 FEET;

THENCE SOUTHERLY ALONG SAID RIGHT OF WAY LINE AND ALONG THE ARC OF
SAID CURVE, THROUGH A CENTRAL ANGLE OF 12 DEGREES 11 MINUTES 31
SECONDS, HAVING AN ARC DISTANCE OF 527.50 FEET TO A POINT OF REVERSE
CURVATURE MARKING THE BEGINNING OF A TANGENT CURVE, THE CENTRAL
POINT OF WHICH BEARS SOUTH 81 DEGREES 46 MINUTES 29 SECONDS WEST
3024.49 FEET;

THENCE SOUTHERLY, ALONG SAID RIGHT OF WAY LINE AND ALONG THE ARC OF
SAID CURVE, THROUGH A CENTRAL ANGLE OF 04 DEGREES 05 MINUTES 16
SECONDS, HAVING AN ARC DISTANCE OF 215.78 FEET;

THENCE SOUTH 04 DEGREES 08 MINUTES 15 SECONDS EAST, ALONG SAID RIGHT
OF WAY LINE 27.35 FEET;

THENCE NORTH 89 DEGREES 54 MINUTES 53 SECONDS WEST 1394.95 FEET TO A
POINT ON THE EAST LINE OF LOT 3 OF SAID SECTION 18;

Unofficial Document

THENCE NORTH 01 DEGREES 00 MINUTES 13 SECONDS EAST, ALONG SAID EAST
LINE, 361.44 FEET TO THE SOUTHEAST CORNER OF LOT 2 OF SAID SECTION 18;

THENCE NORTH 00 DEGREES 58 MINUTES 20 SECONDS EAST ALONG THE EAST
LINE OF SAID LOT 2 AND ALONG AFOREMENTIONED BOUNDARY, A DISTANCE OF
1321.46 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL TWO:

NON-EXCLUSIVE, PERPETUAL EASEMENTS AS MORE PARTICULARLY DESCRIBED
IN DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS, ASSESSMENTS,
CHARGES, SERVITUDES, LIENS, RESERVATIONS, AND EASEMENTS FOR OCOTILLO
RECORDED APRIL 7, 1986, AS 86-167478 OF OFFICIAL RECORDS, THEREAFTER
FIRST AMENDMENT RECORDED AS 87-629100 OF OFFICIAL RECORDS; SECOND
AMENDMENT RECORDED AS 88-140795 OF OFFICIAL RECORDS AND IN TRACT
DECLARATION RECORDED AS 89-132129, OF OFFICIAL RECORDS.

FOR REFERENCE ONLY PROPERTY ADDRESS 3380 SOUTH PRICE ROAD,
CHANDLER, AZ, AND TAX ID 303-37-001U 7,

EXHIBIT B
CONCEPTUAL PLAN

PROJECT DATA
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3380 South Price Road

INFRASTRUCTURE
Chandler, Arizona

E; ACTIVE

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Buller Design Group, Ine
bade

EXHIBIT C
SUSTAINABLE WATER USE APPLICATION

ways ahi zona

Community of Innovation

Sustainable Water Service Application

Any revisions to this document will require a new water certificate, calculations, and Sustainable Water
Service Application used to support the changes.

Date: 08-12-2025
Project Log No:
, : Price Road Innovation Campus
Project name:
oo 3380 S Price Road
Location:
Assessor's Parcel 303-37-001U
Number(s):
Design Professional
Contact Information | Name: Teagun S. Wolf, P.E.
Company: Hubbard Engineering
Address:
1201 S. Alma School Road, Suite 12000
Mesa, AZ 85210
Email: twolf@hubbardengineering.com
Telephone; 480-398-3809
Number of existing . .
water meter(s), and | Domestic: 3 - will be removed Size(s); 2-inch
i inches .
size(s) (inches) Landscape: OCA Service Size(s):
Cooling Tower(s)
OC Yes & No Qty
New Domestic Water Meter Requested
(A domestic water meter provides potable water not Quantity Meter Size*
delivered through a landscape meter or fire protection
meter)
One new 2-inch Meter for the proposed Data Center 1 2-inch
Five new 1-inch Meter for the proposed shell buildings 5 14-inch

Development Services Department

Form No: UDM-121
Rev 8-13-2024:
Page No. 1

All three existing water meters will be removed

Project Specific Information:

Parcel Size (square feet) 1,782,519
Gross Floor Area! (square feet) | 696,874
Landscapable area (square 1,327,458
feet)

Hard top area (square feet) 414,956

Brief description of business

Phase 1 of the project consists of one proposed 50,753 sf R&D/Flex/Office shell building and one

422,877 SF data center that will be mechanically cooled. The WSFU are estimates based on typical
office style buildings of this size. The future phases of the project will include
4 additional R&D/Flex/Office shell buildings.

Projected water usage at full site utilization

5 average annual | max day use peak hour
Water Use Quantity (gpd) (gpd) (gpmy*
Indoor Plumbing Fixtures WSFU (Flushometer
listed per UDM Valve)

Building A (Showers, Bathrooms) 380 48,631 97,262 Unknown
Building B (Shell) Unknown Unknown Unknown Unknown
Building C (Shell) Unknown Unknown Unknown Unknown
Building D (Shell) Unknown Unknown Unknown Unknown
Building E (Shell) Unknown Unknown Unknown Unknown
Building F (Shell) Unknown Unknown Unknown Unknown

Development Services Department

Form No: UDM-121
Rev 8-13-2024:
Page No. 2