Impact Fee Credit Agreement (Ventana Ranch) 033026.pdf

WHEN RECORDED RETURN TO:

Lucinda J. Aja, City Clerk
City of Buckeye

530 East Monroe Avenue
Buckeye, Arizona 85326

WATER DEVELOPMENT IMPACT FEE CREDIT
AGREEMENT
(Ventana Ranch Phase I Well No. 1 Improvements)

This Water Development Impact Fee Credit Agreement (“Agreement”) is made this
day of , 2026 (the “Effective Date”) between the CITY OF BUCKEYE, a
municipal corporation (“City”) and LENNAR ARIZONA, LLC, an Arizona limited liability
company (“Developer”) (individually referred to herein as a (“Party”) and collectively referred to
as the “Parties”).

RECITALS

A. Buckeye City Code, Chapter 18, Section 18-11, authorizes development impact fee credits for
eligible Capital Facilities, as defined in the City Code, that are identified in the City’s adopted
Infrastructure Improvements Plan and Fee Report (“ZIP”) as a Capital Facility for which a
development impact fee was assessed, subject to the provisions and requirements set forth
therein.

B. Developer is developing certain real property located in the City of Buckeye consisting of
approximately 139 acres as a 455-lot single-family residential development, which real
property is legally described in the attached Exhibit A and depicted on the attached Exhibit B
(“Phase I Land”), incorporated herein by this reference. The residential development is
referred to as (“Ventana Ranch Phase I’).

C. Developer is also developing certain real property located in the City of Buckeye consisting of
approximately 92 acres as a 419-lot single-family residential development, which real property
is also legally described in the attached Exhibit A and depicted on the attached Exhibit B
(“Phase II Land” and together with the Phase I Land, the “Land”), incorporated herein by
this reference. The residential development is referred to as (“Ventana Ranch Phase IT’)

D. In order to meet the water needs of Ventana Ranch Phase I and Phase II, Developer has
designed, constructed and installed certain public water infrastructure consisting of Ventana
Ranch Well No. 1 and appurtenant facilities and equipment, and more specifically identified
in the attached Exhibit C (hereinafter referred to as the “Water Facilities”). A depiction
prepared by Owner’s engineer depicting the location of the Water Facilities is attached hereto
and incorporated as Exhibit D.

E. The Water Infrastructure is identified in the ITP as a Capital Facility costing Two Million Five
Hundred Fifteen Thousand Dollars and 00/100 ($2,515,000.00), for which a water
development impact fee was assessed in the Central Buckeye Water Service Area.

F. The City is willing to allow Developer to receive development impact fee credits as permitted
under, and in accordance with, the City Code and State Laws, subject to the terms of this

Agreement.

NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein,
and for good and valuable consideration, the City and Developer agree as follows:

AGREEMENT

1. Recitals; Defined Terms. The Recitals set forth above are acknowledged by the Parties
to be true and correct and are incorporated herein by this reference. Unless otherwise
defined in this Agreement, capitalized terms used in this Agreement shall have the same
meaning as set forth in Chapter 18 of the Buckeye City Code.

2. Water Facilities.

A. Developer has caused the design, construction and installation of the Water
Facilities at no cost to the City and in compliance with applicable federal, state, county and
City laws, rules, regulations and standards in effect at the time of design, construction and
installation of the Water Facilities (“Laws and Regulations”).

B. Developer has fully completed all required design, construction, and installation of
the Water Facilities in compliance with the Laws and Regulations, and has submitted to
the City and the City has approved certified as-built plans and drawings and all applicable
lien waivers.

Cc. Developer shall dedicate and convey to the City the Water Facilities, and obtain an
Acceptance Letter from the City Engineer no later than ninety (90) days from the Effective
Date, provided that the City Manager shall have the authority to administratively extend
this deadline as necessary for up to an additional sixty (60) days as necessary to allow for
delays caused by third-parties.

D. The City has received from Developer, and approved, a suitable maintenance and
warranty bond.

E. At the time that Developer dedicates and conveys to the City the Water Facilities,
Developer will dedicate and convey to the City all necessary real property and easements
needed to operate and maintain the Water Facilities, lien and debt free.

3. Calculation of Credits. Credits shall be based on that portion of the costs for the Water
Facilities included in the ITP for which a development fee has been assessed pursuant to
the ITP. The credits allowed pursuant to this Agreement and Buckeye City Code will be
applicable to the components of the IP for the Central Buckeye Water Service Area.

Description of Water Impact Fees. The IIP describes the Water Facilities as Water
Production and Water Distribution. Credit against the production and distribution
components of the Water Development Impact Fees pursuant to this Agreement will be
applied to lots or units of residential development remaining within Ventana Ranch Phases
I and II, until the Water Facilities Construction Cost listed in Section 5 below is met.

Approved Costs of Construction. The approved costs to construct the Water Facilities,
as verified and approved by the City Water Resources Director, total Four Million Five
Hundred Sixteen Thousand Five Hundred Fifty-Three Dollars and 00/100 ($4,516,553.00)
(the “Water Facilities Construction Cost’).

Total Amount of Credit; Calculations. All of the Water Facilities Construction Costs
are eligible for credit. The total amount of credit to be applied to the Production and
Distribution component of the Water Development Impact Fees for Ventana Ranch Phase
I and Phase II, totals Four Million Five Hundred Sixteen Thousand Five Hundred Fifty-
Three Dollars and 00/100 ($4,516,553.00) (“Water Facilities Construction Cost’), and
shall be applied to fully offset the Production and Distribution component of the Water
Development Impact Fees for each lot or unit of residential development at the time of the
City’s issuance of a building permit for each lot or unit of residential development up to
and including the Water Facilities Construction Cost (excluding building permits issued
before the Effective Date). The Water Development Impact Fee Credit shall run with the
Ventana Ranch Phase I and II Property and cannot be transferred.

Term, This Agreement shall automatically terminate upon the earlier of the following
events: 1) the issuance of water development impact fee credits in the amount of the Water
Facilities Construction Cost; or 2) ten (10) years from the Effective Date.

Indemnification. Developer (and its successors or assigns), shall indemnify, defend and
hold harmless the City and each council member, officer, official or employee thereof (the
City and any such person being herein called an “Indemnified Party”), for, from and
against any and all third-party losses, claims, damages, liabilities, costs and expenses
(including reasonable attorneys’ fees) to which any such Indemnified Party may become
subject, at law or in equity or otherwise (“Claims”), insofar as such Claims (or actions in
respect thereof) arise out of or are based upon any provisions of this Agreement, except for
those Claims caused by the City’s gross negligence or intentional misconduct. An
Indemnified Party shall, promptly after the receipt of written notice or actual knowledge of
a Claim against such Indemnified Party in respect of which indemnification may be sought
against Developer, notify Developer (as provided in Section 15 below) in writing of such
Claim, provided that the failure of the Indemnified Party to give written notice of such
Claim shall not relieve Developer from its obligations under this Section except to the
extent that such failure prejudices the defense of such action or proceeding by Developer.
The Indemnified Party, at its expense, may employ separate counsel and participate in the
defense. In case any such action shall be brought against an Indemnified Party and such
Indemnified Party shall notify Developer of the commencement thereof, Developer shall
promptly assume the defense thereof, with counsel satisfactory to such Indemnified Party
and Developer. If Developer promptly assumes the defense of any such Claim and pays
all costs incurred in connection therewith, Developer will not be liable to such Indemnified

10.

11.

12.

13.

14.

15.

Party under this Section for any legal or other expenses incurred by such Indemnified Party
separately in connection with the defense thereof. If Developer does not promptly assume
the defense of any such action after written notice from the Indemnified Party, until
Developer does assume the defense of such action, the Indemnified Party shall have the
right to direct the defense of such action on behalf of such Indemnified Party and settle the
action without the consent or approval of Developer, and Developer shall pay any
settlement amounts and all reasonable attorneys’ fees and other costs and expenses incurred
in the defense and settlement of any such action. The parties acknowledge that Claims
relating to the design, construction and installation of the Water Facilities are governed by
the Laws and Regulations, Acceptance Letter, and maintenance and warranty bond.

Assignment. This Agreement shall run with the Land and be binding upon the Parties
hereto and the Party’s successors and assigns until terminated in accordance with Section 7
of this Agreement, and may not be assigned without the prior express written consent of
the City, which shall not be unreasonably withheld, and in accordance with City Code

requirements.

Entire Agreement. This Agreement constitutes the entire agreement between the City and
Developer with regard to the subject matter of this Agreement. All prior and/or
contemporaneous agreements, representations, negotiations and understandings of the City
and Developer, oral or written with regard to the subject matter of this Agreement, are
hereby superseded and merged herein.

No Third Party Beneficiaries, Except as to assignees and successors, and subject to the
assignment requirements of Section 9 above, no condition or provision of this Agreement
is intended to benefit any person, firm, organization, corporation or entity not a Party
hereto, and no such entity shall have a right or cause of action hereunder.

Modification and Waiver. No modification of, or amendment to, this Agreement shall
be effective unless in writing and signed by the Parties hereto. Any waiver of any provision
of this Agreement shall not be effective except for the instance and in the circumstances
particularly specified therein, and unless in writing and signed by the Party against whom
enforcement of the waiver is sought.

Governing Law. This Agreement is made and entered into in Maricopa County, Arizona.
This Agreement shall be construed, interpreted, and governed by the laws of the State of

Arizona.

Severability. In the event that any provision of this Agreement shall for any reason
become illegal or invalidated as against public policy or shall be held by any court of
competent jurisdiction to be illegal or invalidated as against public policy, the remaining
provisions of this Agreement shall remain in full force and effect to the fullest extent
allowed by law or practical application.

Notices. All notices, demands or other communications given hereunder shall be in writing
and shall be deemed to be properly delivered upon personal delivery, or, after mailing by

16.

17.

18.

19.

United States registered or certified mail, postage prepaid, return receipt requested, upon
receipt by addressee when addressed as follows:

As to the City: City of Buckeye
530 East Monroe

Buckeye, Arizona 85326
Attention: Doug Sandstrom, City Manager

With a copy to: City of Buckeye
530 East Monroe
Buckeye, Arizona 85326
Attention: Tosca Henry, City Attorney

As to Developer: Lennar Arizona, LLC
1665 West Alameda Drive, Suite 130

Tempe, Arizona 85282
Attention: Vickey Morris, Senior Project Manager

With copy to: Jay S. Kramer
Fennemore Craig, P.C.
2394 East Camelback Road, Suite 600
Phoenix, Arizona 85016-3429

Such notice shall be deemed effective upon receipt or refusal of said certified or registered
letter or personal delivery, containing such notice, properly addressed with postage
prepaid. Any party hereto may, at any time by giving five (5) calendar days written notice
to the other parties, designate any other address in substitution of the foregoing address to
which such notice shall be given.

Authority, Each Party hereby warrants and represents that it has full power and authority
to enter into and perform this Agreement, and that the person signing on behalf of each has
been properly authorized and empowered to enter into this Agreement.

Cancellation, The parties acknowledge that this Agreement is subject to cancellation
pursuant to Section 38-511, Arizona Revised Statutes, as amended.

Counterpart Signatures. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same instrument.

Estoppel Certificate. Upon request by Developer, the City shall, within ten (10) business
days, respond and certify by written instrument to Developer that (a) this Agreement is
unmodified and in full force and effect, or (b) if there have been modifications, that this
Agreement is in full force and effect as modified, stating the nature and date of such
modification. In the event Developer has not received an estoppel certificate within ten
(10) business days from the date of the request, then in such event, Developer shall be

20.

entitled to prepare an estoppel certificate and deliver the certificate to the City and such
estoppel certificate shall be binding upon the City.

Automatic Termination of Agreement Upon Sale or Transfer of Lots. The benefits and
burdens of this Agreement shall automatically terminate on the Land with respect to the
public sale of any lot which has been finally subdivided and individually leased or sold to
third party residential or commercial end purchasers or users hereof, any transfer of
common area to a homeowner’s association, or any transfer of property to a governmental
or quasi-governmental entity or public utility and thereupon such public lot will
automatically be released from and no longer be subject to or burdened by the provisions
of this Agreement.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date
herein.

CITY:

CITY OF BUCKEYE, ARIZONA, an
Arizona municipal corporation

By:

Doug Sandstrom
City Manager
ATTEST: :

Lucinda J. Aja, City Clerk

APPROVED AS TO FORM:

Tosca Henry, City Attorney

STATE OF ARIZONA
COUNTY OF MARICOPA

On this day of , 2026, before me personally appeared Doug Sandstrom,
City Manager of the City of Buckeye, whose identity was proven to me on the basis of satisfactory
evidence to be the person who he claims to be, and acknowledged that he signed this Development
Impact Fee Credit Agreement on behalf of the City.

I certify under PENALTY OF PERJURY under the laws of the State of Arizona that the
foregoing paragraph is true and correct.

(Seal and Expiration Date)

Notary Public in and for the State of Arizona

DEVELOPER:

LENNAR ARIZONA, LLC, an Arizona limited

liability OTA L

Name: Mrchae/ Lanata.

Titl:_ LC reside ¢

STATE OF ARIZONA )
) §§
County of Maricopa )

The foregoing instrument was acknowledged before me, the undersigned Notary Public,
this 2317 day of ck » 2026 by C Z ‘Ga ,the ee Fest dedjot
LENNAR ARIZONA, LLC, an Arizona limited liability company, on behalf thereof.

\ el Ae

fl .
VICKEY MORRIS Nofay'y Public /
Notary Public - Stele of ne
MARICOPA ° OU

Commas-on |

hay expires November 43 2026

(Seal)

Exhibit A
Exhibit B
Exhibit C

Exhibit D

LIST OF EXHIBITS
Legal Description of Property
Depiction of Property
List of Approved Plans

Location of Water Facilities on Property

Exhibit A
[Legal Description of Property]
Ventana Ranch Phase I

Lots 1 through 455, inclusive, according the Final Plat for Ventana Ranch — Phase 1, recorded in
Book 1758, Page 46, Instrument No. 2023-0493234, Records of Maricopa County, Arizona.

Ventana Ranch Phase II

Lots 1 through 143, inclusive, according to the Final Plat Ventana Ranch South — Phase 2A,
recorded in Book 1889, Page 21, Instrument No. 2025-0665264, Records of Maricopa County,

Arizona.
Lots 144 through 253, inclusive, according to the Final Plat Ventana Ranch South — Phase 2B,

recorded in Book 1889, Page 27, Instrument No. 2025-0667125, Records of Maricopa County,
Arizona.

Lots 254 through 419, inclusive, according to the Final Plat Ventana Ranch South — Phase 2C,
recorded in Book 1905, Page 26, Instrument No. 2026-0091170, Records of Maricopa County,

Arizona.

Exhibit B

[Depiction of Property]

(Two Pages)

Ventana Ranch Phase I

VENTANA RANCH PHASE 1

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Exhibit C

[List of Approved Plans]

Ventana Ranch Well No. | ENGMJR-23-0008, approved 8/24/23

Ventana Ranch Well No. 1 BLDC-23-0075, approved 5/2/2023 Commercial Building
and Electronic Control Data

Ventana Ranch Well No. 1 BLDC-25-0093 Monopole Site Plan, approved 8/24/2023
Ventana Ranch Well No 1 Well Site Landscape Plans, approved 3/23/25

Exhibit D

[Location of Water Facilities on Property]

Ventana Ranch Phase I

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