City-Pulte Harquahala Water Agt Pulte Signature.pdf

WHEN RECORDED, RETURN TO:

City of Buckeye

Attention: Lucinda J. Aja, City Clerk
530 East Monroe Avenue

Buckeye, Arizona 85326

DEVELOPMENT AGREEMENT
(Harquahala Water Resources Acquisition)

DATED

by and between
THE CITY OF BUCKEYE, an Arizona municipal corporation,
and

PULTE HOME COMPANY, LLC, a Michigan limited liability
company

DEVELOPMENT AGREEMENT
(Harquahala Water Resources Acquisition)

THIS DEVELOPMENT AGREEMENT (Harquahala Water Resources Acquisition)
(“Agreement”) is made and entered into as of the day of 2026, by and between
the CITY OF BUCKEYE, an Arizona municipal corporation (“City”) and PULTE HOME
COMPANY, LLC, a Michigan limited liability company (“Owner”) (together, City and Owner
are referred to as the “Parties”).

RECITALS

A. Owner desires to add use of a new water resource to City’s existing water resources
to support a 100-year assured water supply to enable final plat approval, development,
construction, and City water service to Owner’s remaining subdivisions within Owner’s ongoing
Festival Ranch development in north Buckeye.

B. Owner has proposed to City that Owner purchase 90,000 acre-feet (at a withdrawal
rate no greater than 900 acre-feet per year for a period of 110 years) of groundwater located in the
Harquahala Valley Water Project (“HVWP”) lands within the Harquahala Irrigation Non-
Expansion Area (this quantity is referred to in this Agreement as the “HVWP Water”). The
HVWP project landowners platted certain real property in Maricopa County, Arizona shown on
the plat for Harquahala Acres, recorded in the Maricopa County, Arizona Recorder’s Official
Records as Instrument No. 2020-0237247 (the “Plat’”). The Plat subdivided the 40 acres of real
property shown therein into 40 one-acre lots, all of which comprise the “HVWP Property.” Each
purchase of a quantity of groundwater allocation requires the purchase of one of the 40 lots (each,
a “Lof’), and a Declaration of Groundwater Allocation is recorded against the Lot that commits
the purchased quantity of groundwater to the Lot owner’s use. City in 2025 acquired City’s first
Harquahala project water allocation and Lot 2 (“City’s First HVWP Purchase”), so Owner’s
proposal in this Agreement will be the purchase of a separate Lot 3 in addition to City’s existing
Harquahala water holdings.

Cc. The purchase of the HVWP Water per this Agreement will require that Owner cause
the conveyance of the Lot 3 to be made by HVWP to the City (so the City would then own two
total Lots), and a Declaration of Groundwater Allocation to City for the 90,000 acre feet of HV WP
Water. Owner shall cooperate with City to obtain Arizona Department of Water Resources’
(“ADWR’”) approval for importation of the related quantity of HVWP Water by the City to City’s
service area.

D. Owner has further proposed to contribute its proportionate share of capital,
administrative, and operational costs to develop infrastructure, arrangements, and related
approvals and entitlements that would enable City to produce, treat, and physically import
groundwater from the HVWP to the Central Arizona Project canal and ultimately receive delivery
of the HVWP Water within Owner’s property to support water services to City’s future water
customers within Festival Ranch.

E. Beyond the initial purchase price for the HVWP Water, neither Owner nor City
fully understand the full costs that such an importation project will ultimately require. City is, and

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shall, if it becomes the owner of Lot 3, automatically be a part of the Transporters Association
described in the Declaration of Easements, Covenants, Condition, and Restrictions of the
Harquahala Valley Water Project (the “ECC&Rs”), Maricopa County Recorder Document
number 2025-0402548, recorded on July 14, 2025, as the same may be amended and updated from
time to time. As such, City shall be required to bear its proportionate share of all costs for
designing, engineering, constructing, and operating any infrastructure required to produce and treat
groundwater from wells within the HVWP, together with rights of way, easements, or other real
property interests necessary to transport the HVWP Water to, and introduce such water into, the
Central Arizona Project canal. City shall be bound by the By-Laws of the Transporters Association
to pay its proportionate share of all such costs of implementing the transportation of water from
the HVWP. Owner agrees that it shall pay its proportionate share (based on the quantity of HVWP
Water acquired by City pursuant to this Agreement relative to the quantity of water that City may
otherwise be entitled to transport from the HVWP).

F, The purchase of the Lot 3 will entitle the City to withdraw groundwater from the
ground within the HVWP, but further production, treatment, and conveyance infrastructure within
and beyond the HVWP boundary must be constructed with appropriate approvals to transport the
HVWP Water from the HVWP to the Central Arizona Project Canal. This new infrastructure is
referred to in this Agreement as the “New Harquahala Infrastructure.”

G. In addition to the New Harquahala Infrastructure, certain agreements, fees, and
approvals, including without limitation any required compliance with the National Environmental
Policy Act and any capital charges imposed by the Central Arizona Water Conservation District
to acquire capacity within the Central Arizona Project canal for the wheeling of the HVWP Water,
will be needed to secure the City’s ability to transport the HVWP Water from the end of the New
Harquahala Infrastructure further through the Central Arizona Project Canal to Owner’s Festival
Ranch turnout (referred to collectively herein as the “CAP Segment Approvals”).

H. Upon obtaining all appropriate agreements, entitlements, and infrastructure
arrangements as described in this Agreement, the HVWP Water will then be transportable by the
City to the Owner’s development and will be managed by the City on a long term basis to support
City’s water services to City’s customers pursuant to the Parties’ Development Agreement
(Wagner Wash Underground Storage Facility — Permitting and Operation) dated February 20, 2024
and recorded in the Maricopa County official records at document number 2024-0101895 on
February 8, 2024, as amended by the First Amendment executed by the Parties concurrent with
this Agreement, and as such agreement may be further amended from time to time (the “Wagner
Wash USF Agreement”).

I. The Parties acknowledge that this Amendment constitutes a “Development
Agreement” within the meaning of Arizona Revised Statutes (“A.R.S.”) § 9-500.05, and that,
accordingly, it shall be recorded against the Land (as Land is defined in the Wagner Wash USF
Agreement) in the Office of the Maricopa County Recorder to give notice to all persons of its
existence and of the Parties’ intent that the burdens and benefits contained herein be binding on
and inure to the benefit of the Parties and all their successors in interest and assigns.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Recitals. The recitals set forth above are acknowledged by the Parties to be true
and correct and are incorporated into this Amendment.

2. Effective Date. This Agreement will become effective upon the concurrent full
execution of this Agreement and Amendment No. | to the Wagner Wash USF Agreement.

3. Term of Agreement. The term of this Agreement shall be effective when executed
by both Parties but on the date so executed by the City, and the term shall extend to the earlier to
occur of (i) December 31, 2055 or (ii) the Parties’ commitment of the entire quantity of the HVWP
Water available for delivery within the City’s water service area, wholly or in portions adding up
to the whole quantity to one or more of the following:

a. Arizona Department of Water Resources-issued Certificates of Assured Water
Supply,

b. Ifthe City holds a Designation of Assured Water Supply for the water service
area, then recorded final subdivision plats within such property with the
quantity of HVWP commitments agreed by City and Owner, and

c. Other short- or long-term uses as agreed in writing by Owner and City.

4. Ownership of HVWP Lot and Water Allocation. Subject to the terms of this
Agreement, City agrees to accept conveyance, ownership and long-term maintenance obligations
for the HVWP Lot 3 with its associated Declaration of Groundwater Allocation, the purchase of
which is to be arranged and funded by Owner. City Manager is hereby authorized to execute any
document needed to confirm City’s final acceptance of the Lot without further City Council
approval. City’s ownership of the Lot 3 per this Agreement is for the specific purpose of providing
an assured water supply for new subdivisions within Owner’s Festival Ranch project or such other
properties as are described in Section 9 below, and City commits to commercially reasonable
cooperation in support of the entitlement for the use of the acquired water for these purposes. City
will not use or commit the HVWP Water obtained under this Agreement for any other use or
purpose. To ensure the project approvals and agreements can be obtained without delay, City
agrees that Owner may cause the conveyance of the Lot to City, and that City will formally accept
ownership of the Lot, before all other obligations, infrastructure, and approvals in this Agreement
have been completed and obtained. Notwithstanding City’s acceptance of Lot 3, City does not
warrant or guarantee that the HVWP Water shall ultimately be available to Owner for providing
an assured water supply to Festival Ranch.

5. Owner Responsibilities.

a. Owner will arrange the purchase and Owner will pay the purchase price to
purchase the HWVP Water, Lot 3 and associated Declaration of Groundwater
Allocation.

b. Owner shall assist City in City’s ADWR importation application for the HVWP
Water in this Agreement and pay related application costs. Owner will

c.

reimburse City for City’s reasonable out-of-pocket expenses to obtain ADWR
importation approval for the HVWP Water in this Agreement, but there shall
be no reimbursement related to work on updates to the importation authority for
City’s First HVWP Purchase. Owner shall assist City in obtaining issuance of
a final Decision and Order of Transportation Approval, acceptable to the City.

i. Invoice and Dispute Procedure. If City pays out-of-pocket application
costs, City will invoice Pulte and include copies of receipts or other
evidence for such City payments. If Pulte disputes any item included in
the invoice or the invoice amount, Pulte may appeal the invoice within
30 days by providing written notice (including through an e-mail) to the
City of Pulte’s dispute or questions regarding the invoice, except that
Pulte shall still pay such disputed or questioned invoice total to City
within 30 days of the invoice date. Payment of the disputed or
questioned invoice shall not be deemed Pulte’s acceptance of the
accuracy of a disputed invoice. City shall respond to Pulte’s question
or dispute regarding the invoiced amount within 30 days after receiving
Pulte’s written dispute or question. The Parties will confer in good faith
regarding any remaining dispute after City’s response. If the Parties are
unable to resolve the disputed invoice, then either Party may declare the
dispute a default following the notice and cure procedures and with the
same rights as for defaults described in_Sections 15 and 16 below.

With City’s advice and reasonable cooperation, Owner will pay, in a manner
similar to other water utility infrastructure contributed to City, Owner’s
proportionate share of the upfront capital costs of the portion of the New
Harquahala Infrastructure capacity required for the importation of the HVWP
Water. For clarity, Owner’s proportionate share shall be the relative proportion
of the HVWP Water acquired under this Agreement to City’s First HVWP
Purchase or any other purchase made by City of HVWP water, and not the
incremental cost of adding the HVWP Water to other costs incurred by City.
The Parties anticipate that the New Harquahala Infrastructure will be funded
jointly with third parties that also plan to import water, and that Owner will not
solely fund the New Harquahala Infrastructure without other third-party
participants.

With City’s advice and reasonable cooperation, Owner will arrange to pay for
its proportionate share (as defined above) of the upfront capital costs and
reasonable expenses of obtaining the CAP Segment Approvals authorizing
City’s use of sufficient canal capacity to transport the quantity of HVWP Water
in this Agreement through the CAP Canal to Owner’s property. If City pays any
out-of-pocket costs related to obtaining the CAP Segment Approvals for the
HVWP Water in this Agreement, City will invoice Pulte for City’s out-of-
pocket expenses following the same procedures set forth in Section 5.b.i. above.

Upon reaching the point in the project when City has the legal and physical
right and ability to import and transport the HVWP Water to Owner’s property,
and such portion of HVWP Water has been committed by Owner to City water

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services for such portion per an Arizona Department of Water Resources-issued
Certificate of Assured Water Supply, a recorded final subdivision plat served
by City pursuant to City Designation of Assured Water Supply, or such other
short- or long-term uses as agreed in writing by Owner and City, then Owner’s
remaining obligations for such portion of the committed HVWP Water are as
described in the Wagner Wash USF Agreement and amendments.

f. Owner will reimburse City for City’s reasonable outside attorney’s fees
incurred in participating in the agreement and entitlement processes described
in this Section 5, but such reimbursement amount shall not include any of City’s
outside attorney’s fees or other expenses incurred for entitlement work on
City’s First HVWP Purchase. City will invoice Pulte for City’s out-of-pocket
expenses following the same procedures set forth in Section 5.b.i, above.

6. City Responsibilities.

a. City will accept ownership of Lot 3 in a similar manner that City accepts
ownership of other real property intended to be used by City to provide utility
services, but prior to and without regard to the status of the New Harquahala
Infrastructure or the CAP Segment Approvals.

b. City will use commercially reasonable efforts to obtain needed agreements,
permits, infrastructure, and authorizations for City to import and use the HVWP.
Water to support City water services within Owner’s property.

c. Upon reaching the point in the project when City has the legal and physical
right and ability to import and transport the HVWP Water to Owner’s property,
and such portion of HVWP Water has been committed by Owner to City water
services for such portion per an Arizona Department of Water Resources-issued
Certificates of Assured Water Supply, a recorded final subdivision plat served
by City pursuant to City Designation of Assured Water Supply or such other
short- or long-term uses as agreed in writing by Owner and City, then City’s
remaining obligations for such portion of the committed HVWP Water are
described in the Wagner Wash USF Agreement.

d. The Parties acknowledge and agree that the annual volume of HVWP Water
available to City will be subject to losses incurred in or imposed by CAWCD
for the transportation of HVWP water through the CAP canal, and water thus
available to Festival shall be the net volume of water available to the City for
annual storage and recovery or accrual of long-term storage credits, but City
will recognize as available for future use within Festival for assured water
supply and entitlement purposes no less than the quantity of water recognized
as available by the Arizona Department of Water Resources to support one or
more Certificates of Assured Water Supply or Designation orders regarding
such supply..

7. Project Uncertainties and Cooperation. Neither of the Parties has a full current
understanding of the ultimate timing and costs to entitle and construct the New Harquahala

Infrastructure and to obtain the CAP Segment Approvals. It is the Parties’ intent to proceed with
and successfully obtain both the New Harquahala Infrastructure and the CAP Segment Approvals
within reasonable time and cost constraints, and the Parties agree to negotiate and cooperate in
good faith to promptly and cooperatively complete these project segments. However, because of
these uncertainties, nothing in this Agreement shall be construed to require either of the Parties to
incur unreasonable costs as determined by each Party in its own discretion for its own
circumstances, or to construct or operate the New Harquahala Infrastructure and to obtain the CAP
Segment Approvals without regard to costs. If either Party determines that completion of the New
Harquahala Infrastructure or CAP Segment Approvals or both are materially unreasonable for such
Party, then such Party (the “Objecting Party”) shall follow the notice and conference process
below prior to terminating this Agreement by written notice to the other Party:

a. The Objecting Party will notify the non-objecting Party that the Objecting Party
has determined that completion of the project to import HVWP Water for use
at Festival Ranch is materially unreasonable, and that the Objecting Party seeks
a mediation conference to discuss measures that could be taken to address
Objecting Party’s material concerns.

b, If the non-objecting Party wishes to move forward with the HVWP Water
importation project, then the Parties will cooperate to schedule a mediation
conference within the following 60 days with a mutually-selected mediator that
will facilitate the Parties’ discussion of measures that can be taken to address
the Parties’ concerns so that the HVWP Water importation project can be
successfully completed.

c. Ifboth Parties agree to abandon the HVWP Water importation project, or if the
Parties acting in good faith are unable to mutually resolve the Objecting Party’s
material concerns, then either Party may cancel the Parties’ further obligations
toward completion of the New Harquahala Infrastructure and CAP Segment
Approvals, with both Parties paying their own costs to unwind the ongoing
agreements and project approvals as needed to comply with the cancellation
and termination requirements in this Agreement.

d. Notwithstanding the above procedure, Owner may in Owner’ sole discretion
cancel or terminate the HVWP Water Lot 3 purchase prior to conveyance of
Lot 3 to City without following the procedures in this Section 7, except that
Owner shall promptly provide written notice of the cancellation or termination
of the Lot 3 purchase to the City. Such notice by Owner shall terminate this
Agreement and the Amendment No. | to the Wagner Wash USF Agreement.
Owner may also extend the closing date of the HVWP Water Lot 3 purchase
closing in Owner’s sole discretion with notice to City, and such extension of
time shall not be deemed a cancellation or termination of this Agreement.

8. Cancellation of Agreement. If this Agreement is cancelled per Section 7, or
terminated for any other reason, then the following agreements apply:

a. Ifthe HVWP Water or any portion of the HV WP Water has been included as a
water supply in an Arizona Department of Water Resources-approved (issued)

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Certificate of Assured Water Supply or Designation of Assured Water Supply,
then the Parties will both use commercially reasonable efforts to comply with
the plans submitted to the Arizona Department of Water Resources to support
such issued determination as to such committed portion. The remainder of the
HVWP Water will continue to be available for Owner’s use as Uncommitted
HVWP Water as described in Section 9 below.

b. Ifthis Agreement is cancelled or terminated prior to the inclusion of any of the
HVWP Water as a water supply in an Arizona Department of Water Resources-
approved (issued) Certificate of Assured Water Supply or an issued Designation
of Assured Water Supply, then Owner shall have the right to cancel the HVWP
Water purchase transaction, withdraw or unwind all pending agreements and
applications, and all subsequent and related Party obligations as to the HVWP
Water in this Agreement will cease. If City holds title to the Lot 3 at the
termination or cancellation of this Agreement per this subsection, City shall
convey the Lot 3 back to Owner and Owner shall accept such conveyance.

c. Cancellation of this Agreement shall not be effective until all Parties have
completed their respective obligations related to the cancellation and
reconveyance of the Lot and related HVWP Water authorities and/or redirection
of the Uncommitted HV WP Water as described in this Agreement.

9. Uncommitted HVWP Water. For the purposes of this Agreement, “Uncommitted
HVWP Water” means the quantity of HV WP water that remains after accounting for the quantities
included in any issued Certificates of Assured Water Supply or any approved plats issued under a
Designation of Assured Water Supply. For the purposes of determining the quantity of HVWP
water committed to an approved plat through a Designation of Assured Water Supply (which will
not be Uncommitted HVWP Water), the quantity shall be determined through use of the Arizona
Department of Water Resources’ generic water demand calculator. Notwithstanding Section 17,
Owner in Owner’s sole discretion shall have the right to assign, convey, or otherwise transfer to a
third party the rights and obligations in this Agreement to access and use any Uncommitted HVWP
Water: (a) without City consent, to any landowner within the Festival Ranch master plan area, or
(b) with the City’s prior written approval, not to be unreasonably withheld, conditioned, or
delayed, to a landowner or user for use on other property within the City’s current or future water
service areas. City’s approval under clause (b) above shall not, under any circumstance, be
conditioned upon, or delayed by, the existence, funding, design, permitting, or completion of any
onsite or offsite improvements or other infrastructure at the property proposed to receive service.
If Uncommitted HWWP Water has already been included in an issued Designation of Assured
Water Supply Director’s Order prior to the assignment, then the assigned quantity of Uncommitted
HVWP Water shall remain subject to the terms of the Designation of Assured Water Supply
Director’s Order. For clarity, nothing in this Agreement obligates the City to treat, transport, or
deliver HVWP Water to any new property location outside the Land until the landowner or
developer of such property has provided or funded all infrastructure and associated costs required
by the City to support City water service to that property, including transportation, wheeling,
treatment, and any requirements imposed by Arizona Department of Water Resources for an
assured water supply; however, the absence or incompleteness of such improvements and
obligations by the purchaser of the Uncommitted HVWP Water shall not be a condition to, or a

basis for City to withhold, condition, or delay the City’s approval of any assignment, conveyance,
or transfer of Uncommitted HVWP Water to a new party.

10. No Liability for Agency Determinations. Owner acknowledges and agrees that
the City shall have no liability for determinations or actions of the Arizona Department of Water
Resources or other requisite government approvals in connection with Owner’s applications for
permits, permits, or development of assured water supply for Owner’s land including analyses,
Certificates, or Designations.

11. Representations_and_ Warranties. As of the date of the execution of this
Agreement, the parties represent and warrant to each other as follows (“Representations and
Warranties’):

(a) By Owner:

(i) Owner is a limited liability company, duly formed and in good
standing in its State of incorporation or formation and duly qualified
to do business in Arizona.

(ii) Owner has the authority, including the individual signing for Owner,
and the right to enter into this Agreement as authorized by the
members of Owner at duly noticed meetings at which quorums were
present.

(iii) ~~ Owner is not prohibited from executing this Agreement by any law,
rule, regulation, instrument, agreement, order or judgment.

(iv) | Owner has not relied on any representations or warranties of the City
other than those expressly set forth in this Agreement.

(b) By the City:

i) The resolution approving this Agreement was adopted at a duly
noticed and held public meeting by the City Council, at which a
quorum was present and the execution of this Agreement was
authorized.

12. Conflicts of Interest. The parties acknowledge that this Agreement is subject to
cancellation pursuant to § 38-511, Arizona Revised Statutes, as amended.

13. Covenants Running with the Land. The provisions of this Agreement shall be
for the benefit of, and shall be a burden upon, the Land, and the provisions of this Agreement shall
be covenants running with the Land.

14. Indemnity. Owner (or 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 losses,
claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) to which

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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 the negotiation,
entry, existence of this Agreement or any provisions of this Agreement, except for those Claims
which have been adjudicated to be caused by the City’s gross negligence intentional, misconduct,
or the City’s breach of this Agreement. Except as set forth in the prior sentence, the indemnity
provided herein shall apply only to Claims arising in whole or in part from the actions or inactions
of Owner and shall not apply to Claims arising in whole or in part from the actions or inactions of
an Indemnified Party. 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 Owner, notify Owner (as provided in Section 28 below) in writing of such
Claim, provided that the failure of the Indemnified Party to give written notice of such Claim shall
not relieve Owner from its obligations under this Section except to the extent that such failure
prejudices the defense of such action or proceeding by Owner. 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 Owner of the
commencement thereof, Owner shall promptly assume the defense thereof, with counsel
satisfactory to such Indemnified Party and Owner. If Owner promptly assumes the defense of any
such Claim and pays all costs incurred in connection therewith, Owner will not be liable to such
Indemnified Party under this Section for any legal or other expenses incurred by such Indemnified
Party separately in connection with the defense thereof. If Owner does not promptly assume the
defense of any such action after written notice from the Indemnified Party, until Owner 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 Owner and Owner 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. At any
time after an Indemnified Party receives a notice of Claim for which indemnification is required
under this Agreement, the City may require Owner to provide the City, within thirty (30) days after
written notice from the City to Owner, with such financial assurance(s) as the City may require, in
its reasonable discretion, sufficient to guarantee Owner’s performance of any of its indemnity
obligations under this Agreement that are the subject of the notice of Claim.

15. Defaults. Failure or unreasonable delay by either party to perform or otherwise act
in accordance with any term or provision of this Agreement for a period of thirty (30) days after
written notice thereof from the other party (“Cure Period”), shall constitute a default under this
Agreement; provided, however, that if the failure or delay is such that more than thirty (30) days
would reasonably be required to perform such action or comply with any term or provision hereof,
then such party shall have such additional time as may be necessary to perform or comply so long
as such party commences performance or compliance within said thirty (30) day period and
diligently proceeds to complete such performance or fulfill such obligation. Said notice shall
specify the nature of the alleged default and the manner in which said default may be satisfactorily
cured, if possible. In the event such default is not cured within the Cure Period, the non-defaulting
party shall have all rights and remedies that are set forth in Sections 7 and 8 of this Agreement as
well as any other remedies available in law or equity.

16. Dispute Resolution Remedies. The parties shall be limited to the remedies and
dispute resolution process set forth in Exhibit A and in this Section. Any dispute, controversy,
claim, or cause of action arising out of or relating to this Agreement shall be governed by Arizona

law. Owner and the City agree that any award rendered by the arbitrator (as defined in Exhibit A)
pursuant to the provisions of Exhibit A shall be binding on both parties, and if either party does
not abide by the award rendered by the arbitrator, the provisions of Exhibit A shall apply.

17. Assignment. Owner shall not transfer or assign ("Transfer") part or all of its rights
and obligations in this Agreement to any person or entity without the prior written consent of the
City which consent shall not be unreasonably withheld. Any assignment made without the City's
written consent required under this Section shall automatically be void. In the event of a proposed
assignment, Owner specifically acknowledges and agrees that the City's consent may be withheld
and Owner will not be released from its obligations under this Agreement unless:

a. Owner has provided the City written notice of the proposed Transfer which such
notice shall include (i) the name, address and facsimile number for notice
purposes, of the Transferee, and (ii) a written acknowledgement and agreement
that Transferee agrees to be subject to all of the provisions of this Agreement,
and (iii) Owner's request for the City's consent; and

b. In the event of a partial Transfer, and in addition to the requirements of Section
17(a) above, Owner and the Transferee have submitted to the City and the City
has approved, in its reasonable discretion, a written plan providing for the
allocation of obligations and responsibilities under this Agreement between
Owner and the Transferee such that the City's rights and interests under this
Agreement are not adversely affected.

18. Compliance Confirmation. When requested by either the City or Owner, which
request can be made from time to time, the other shall use its best efforts to confirm the following
in writing to the requesting party within thirty (30) days from the date of the request:

a. This Agreement is unmodified and in full force and effect (or reasons why it is
not); and

b. Based upon knowledge, there are not any uncured Defaults under this
Agreement (or reasons why there are).

19. No Agency or Partnership. Neither the City nor Owner are acting as the agent of
the other with respect to this Agreement, and this Agreement shall not be deemed to create a
partnership, joint venture, or other business relationship between the City and Owner.

20. No Third-Party Beneficiary. This Agreement shall not create any third-party
beneficiary rights to any person or entity who is not a party to this Agreement, including any lender
to Owner.

21. Construction. The provisions and exhibits of this Agreement shall be construed
as a whole consistent with their plain meaning and intent, and they shall not be construed against
one party or the other based upon which party prepared or influenced the drafting of any provision
or exhibit of this Agreement.

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22. Recording. The City shall record this Agreement with the Maricopa County
Recorder no later than ten (10) days after the last party to execute this Agreement.

23. Time of Essence. Time is of the essence of this Agreement. This Agreement
constitutes the entire agreement between the parties hereto pertaining to the subject matters of this
Agreement.

24. Benefit and Binding Effect. This Agreement shall be for the benefit of and binding
upon the parties hereto and their successors and assigns.

25. Waiver_of Claims. Owner knowingly and voluntarily forever releases and
discharges the City and all of its past and present elected officials, officers, directors, agents,
employees, successors, assigns, attorneys, and representatives from all legal and equitable claims,
causes of action, debts, accounts, and damages, known or unknown, asserted or unasserted, and of
every nature and extent whatsoever, that the Owner has against the City, and arising from actions,
omissions, delays or other events that occurred prior to the date of this Agreement and which relate
solely to this Agreement; provided , however, none of the releases and discharges is intended to,
and does not negate or otherwise relieve the City of any executory contractual obligations under
this Agreement. The foregoing notwithstanding, unknown claims shall only be deemed waived to
the extent the facts and circumstances of such unknown claims are discoverable through
commercial diligence. | Owner agrees and consents to all the conditions imposed by this
Agreement, and by signing this Agreement waives any and all claims, suits, damages,
compensation and causes of action for diminution in value of the Land the owner of the Land may
have now or in the future under the provisions of Ariz.Rev.Stat Ann, §§ 12-1134 through and
including 12-1136 resulting from this Agreement or from any “land use law” (as such term is
defined in the aforementioned statute sections) expressly permitted or contemplated by this
Agreement to be enacted, adopted or applied by the City now or hereafter. Owner acknowledges
and agrees the terms and conditions set forth in this Agreement cause an increase in the fair market
value of the Land and such increase exceeds any possible reduction in the fair market value of the
Land caused by any future land use laws, rules, ordinances, resolutions or actions expressly
permitted or contemplated by this Agreement and adopted or applied by the City to the Land.

26. Amendment. Any amendment to this Agreement shall be in writing and signed by
the parties.

27. Section Titles. The section titles in this Agreement are not part of this Agreement
and are for convenience only.

28. Notices. All notices, requests, waivers, approvals, acceptances or other
communications under this Agreement shall be in writing and shall be deemed given when
personally delivered or transmitted by electronic mail or two days after mailing by certified mail,
return receipt requested and postage prepaid, to the addresses set forth below:

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(a) City:

With a copy to:

(b) Pulte:

With a copy to:

With a copy to:

With a copy to:

City of Buckeye

Attention: Doug Sandstrom, City Manager
530 East Monroe Avenue

Buckeye, Arizona 85326

Email: dsandstrom@buckeyeaz.gov

City of Buckeye

Attention: Tosca Henry, Interim City Attorney
530 East Monroe Avenue

Buckeye, Arizona 85326

Email: thenry@buckeyeaz.gov

Pulte Home Company, LLC

Attention: Vice President Land and Vice President of
Finance

8605 E. Raintree Dr., Suite 300

Scottsdale, Arizona 85260

Email: todd.knape@pultegroup.com

Email: michael.foreman@pultegroup.com

Pulte Home Company, LLC

Attn: Law Department

8605 E. Raintree Dr., Suite 300
Scottsdale, AZ 85260

Email: jennifer.murray@pultegroup.com

Michele Van Quathem

Law Offices of Michele Van Quathem PLLC
7600 N. 15th St., Suite 150

Phoenix, Arizona 85020

Email: mvq@mvqlaw.com

Matthew R. Berens, Esq.

Berens Blonstein PLC

7033 East Greenway Parkway, Suite 210
Scottsdale, Arizona 85254

Email: mberens@berensblonstein.com

No notice to a party shall be effective unless and until a copy of such notice is given to, or as
appropriate, received by, all persons indicated above as entitled to receive required copies of
notices to that party. The above described recipients of notices may change their address for notice
purposes by giving the other parties notice of such change, provided, however, that no such change
in notice shall be effective for a period of ten (10) calendar days following such notice of such
change. The inability to deliver because of a changed address of which no notice was given, or
rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of

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the date of such inability to deliver or rejection or refusal to accept. Any notice to be given by any
party hereto may be given by legal counsel for such party.

29. Force Majeure. The performance of either party and the duration of this
Agreement shall be extended by any causes that are beyond the control of the party required to
perform, such as an act of God, civil or military disturbance and labor or material shortage.

30. Governing Law. This Agreement shall be governed by and construed under the
laws of the state of Arizona, and any litigation shall take place only in Maricopa County, Arizona.

31. Attorneys’ Fees. The prevailing party in any litigation in connection with this
Agreement shall be entitled to its attorneys' fees and costs.

32. No Waiver. No delay in exercising any right or remedy shall constitute a waiver
thereof, and no waiver by the City or Owner of the breach of any covenant of this Agreement shall
be construed as a waiver of any preceding or succeeding breach of the same or any other covenant
or condition of this Agreement.

33. Severability. If any provision of this Agreement is declared void or unenforceable
by a court of competent jurisdiction, such provision shall be severed from this Agreement, which
shall otherwise remain in full force and effect if the remaining provisions permit the parties to
achieve the practical and proportional benefits and obligations of the arrangements contemplated
by this Agreement. Otherwise, either party may terminate this Agreement.

34, Certification. To the extent applicable under A.R.S. § 35-394, Owner certifies that
it does not, and will not for the duration of this Amendment, use the forced labor, any goods or
services produced by the forced labor, or any contractors, subcontractors, or suppliers that use the
forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China.

35. Counterpart Signature. This Amendment may be executed in counterpart, each
of which shall be deemed an original, and all of which combined shall constitute one and the same
instrument.

36. Exhibits; Entire Agreement; Merger. This Agreement, together with Exhibit A
listed below, attached hereto and incorporated herein by this reference, constitute the entire
agreement between the parties. All prior contemporaneous agreements, representations and
understandings of the parties, with the exception of those related agreements in the parties’ Wagner
USF Agreement, as amended, with respect thereto are hereby superseded and merged herein.

Exhibit A —_— Dispute Resolution/Remedies

37. Signature. The parties have executed this Amendment on the date set forth above.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

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CITY OF BUCKEYE,
an Arizona municipal corporation

By:
Eric W. Orsborn, Mayor

ATTEST:

Lucinda J. Aja, City Clerk

APPROVED AS TO FORM:

Tosca Henry, Interim City Attorney

STATE OF ARIZONA
COUNTY OF MARICOPA

On this day of , 202__, before me personally appeared Eric W.
Orsborn, the Mayor 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 Agreement on behalf of the City of Buckeye.

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

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PULTE HOME COMPANY, LLC, a Michigan limited
liability company

Todd Knape, Division Vice President Land
Acquisition

STATE OF Arizona )

) ss.
COUNTY OF/ tanmtopa_)
On , 2025 , before me personally appeared Todd Knape, a

Division Vice President Land Acquisition of Pulte Home Company, LLC, a Michigan limited
liability company, 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 the above document 5") of

the company. a V Lk nr Cc) 1D

Notary Public

(Affix notary seal here)

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Exhibit A
to
Development Agreement

Dispute Resolution/Remedies

. The dispute resolution process (“Process”) and remedies set forth herein shall not apply
to an action by the City to condemn or acquire by inverse condemnation all or any
portion of the Land, and in the event of any such action by the City, Owner shall have
all rights and remedies available to it at law or in equity.

. If an event of default is not cured within the Cure Period, as defined at Section16 of
this Agreement, the non-defaulting party may institute the Process, pursuant to
Paragraph C below.

. Any controversy or claim subject to the Process shall be settled by an arbitration
administered by the American Arbitration Association (“AAA”) in accordance with its
Commercial Arbitration Rules (“Rules”) ( except that the terms of this Agreement and
this Exhibit shall contro! over conflicting rules), and judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof.

. The dispute shall be heard by a single arbitrator from a panel of qualified arbitrators
located within the Phoenix metropolitan area.

. The place of arbitration shall be Phoenix, Arizona.

. The parties agree that the remedies available for the award by the arbitrator shall be
limited to specific performance and declaratory relief and that under no circumstances
shall the arbitrator issue an award of monetary damages, whether characterized as
actual, consequential or otherwise, provided, however, the arbitrator may award the
payment of an amount owed, or enjoin the withholding of amounts due, pursuant to
this Agreement.

. The parties have structured this Process with the goal of providing for the prompt and
efficient resolution of all disputes falling within the purview of this Process. The
hearing of any dispute shall be expedited and will commence as soon as practicable,
but no later than forty-five (45) days after selection of the arbitrator. This deadline can
be extended only with the consent of both parties to the dispute, or by decision of the
arbitrator upon a showing of emergency circumstances.

. The arbitrator shall determine the nature and scope of discovery, if any, and the manner
of presentation of relevant evidence consistent with the deadlines provided herein, and
the parties' objective that the disputes be resolved in a prompt and efficient manner.
No discovery may be had of privileged materials or information. The arbitrator, upon
proper application, shall issue such orders as may be necessary and permissible under
law to protect confidential, proprietary, or sensitive materials or information from
public disclosure or other misuse. In order to effectuate the parties' goals, the hearing,

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once commenced, will proceed from business day to business day until concluded,
absent a showing of good cause.

In order to effectuate the parties’ goals, the hearing, once commenced, will proceed
from business day to business day until concluded, absent a showing of good cause.

The arbitrator shall, within thirty (30) days from the conclusion of the hearing, issue
the award.

. The arbitrator may determine how the costs and expenses of the arbitration shall be
allocated between the parties, and may award attorneys' fees to either party.

. The award of the arbitrator shall be accompanied by a reasoned opinion.

. The award of the arbitrator shall be final and binding. Except as otherwise provided in
this Agreement, this Exhibit and the Commercial Arbitration Rules of the AAA, the
Process shall be subject to the provisions of the Arizona Arbitration Act (A.R.S. §§ 12-
1501-1518). In the event a party seeks confirmation of an award, or if there is a failure
to abide by any award, either party may seek any remedy at law or equity for failure to
comply with the award, but in no event shall the award be reviewed de nova or
consequential monetary damages be ordered by the court.

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