Coyote Crest Water and Sewer Agreement
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WHEN RECORDED, RETURN TO:
City of Buckeye
Attention: City Clerk, Lucinda J. Aja
530 East Monroe Avenue
Buckeye, Arizona 85326
COYOTE CREST
WATER AND SEWER AGREEMENT
THIS COYOTE CREST WATER AND SEWER AGREEMENT (“Agreement”) is
entered into as of the ________ day of ____________________, 2025, (the “Effective Date”) by
and between the City of Buckeye, an Arizona municipal corporation (“City”) and Skyline 62,
LLC, an Arizona limited liability company (“Owner”). City and Owner shall be referred to herein
collectively as “Parties” and individually as “Party.”
RECITALS
A.
Owner owns and is developing approximately 64.45 acres generally located at the
southwest corner of Roosevelt Street and Rainbow Road, legally described in Exhibit A (the
“Property”).
B.
In order to develop the Property, water and sewer service will need to be extended
to the Property, and certain water and sewer infrastructure, as defined below, must be constructed
by Owner.
C.
The water and sewer infrastructure to be constructed by Owner includes both
infrastructure that is necessary to serve the Property, and infrastructure that specially benefits and
supports the development of a larger land area.
D.
Buckeye City Code, Chapter 20, Section 20-11-7, authorizes repayment agreements
to provide for recovery of costs of off-site improvements constructed by a developer from later
developers of land adjacent to the off-site improvements or direct users of the off-site
improvements, when the value of off-site improvements constructed exceeds a developer’s
obligation, as determined by a Benefit Study defined in City Code Chapter 20, Section 20-23.
When development occurs in areas which have not been included in benefit studies, the obligations
will be estimated by the City as authorized by Buckeye City Code, Chapter 20, Section 20-11-4.
E.
The City is willing to allow Owner to design and construct the water and sewer
infrastructure and to receive repayment from benefitted properties as permitted under, and in
accordance with, the City Code and State Laws, subject to the terms of this Agreement.
F.
Owner and the City are entering into this Agreement pursuant to the provisions of
Arizona Revised Statutes § 9-500.05 to facilitate the proper development of the Property by
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providing for the conditions, terms, restrictions and requirements for public infrastructure and
subsequent repayment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and mutual promises set
forth in this Agreement, the Parties state, confirm and agree as follows.
1.
Laws and Regulations.
1.1.
The City of Buckeye Code, including but not limited to that portion titled
the “Development Code,” as amended from time to time, shall govern the development of the
Property. The City must be able to regulate the planning and development of the Property and the
construction and installation of improvements on the Property in order to serve the best interests
of the City. Consequently, the City reserves, exercising its sole and absolute discretion, the right
to amend existing or to adopt new laws, rules, regulations and standards of development for the
City, including resolutions, official policies and procedures and the Development Code
(collectively, as amended or adopted from time to time, the “Laws and Regulations”), and the
Laws and Regulations shall apply to the Property.
1.2.
The design, construction and installation of all water and wastewater
facilities and related public infrastructure and public facilities in connection with the development
of the Property shall (i) be subject to and in compliance with the Laws and Regulations and
approval of the City, (ii) be in conformance with plans and specifications submitted to the City for
its review and approval (“Technical Specifications”), and (iii) be completed in a workmanlike
manner. Dedication of infrastructure or construction of infrastructure within public rights-of-way
or easements by Owner shall not constitute acceptance of the infrastructure by the City for
purposes of starting any warranty period. Acceptance of infrastructure by the City for purposes of
the City assuming maintenance and repair obligations and for purposes of commencing the
warranty period shall be expressly evidenced by the City.
1.3.
Any real property interests required by the City to be granted or conveyed
to the City shall be subject to City approval of (i) title commitment and insurance provided to the
City by an insurer approved by the City that evidences no liens or encumbrances on the real
property to be granted or conveyed to the City, and (ii) a Phase 1 environmental site assessment
performed at no cost to the City and by a consultant approved by the City and upon which the City
can rely, that concludes there are no recognized environmental conditions on or under the real
property to be granted or conveyed to the City.
2.
Water.
2.1.
Water Capacity. Based on the City water demand factors in the February
18, 2025 Land Use Assumptions, Infrastructure Improvements Plan, and Development Fee Report
(“IIP”) of 236 average day gallons per high density unit, and a maximum unit count for the
Property of 927 high density units, City agrees that a maximum of 274 gallons per minute
("GPM") of water shall be needed to fully develop the Property (927 x 236 x 1.8 / 24 / 60 =
273.46). Subject
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to Owner’s timely performance of Owner’s obligations set forth in this Agreement, and Owner’s
construction and installation, at Owner’s sole cost, of water infrastructure necessary for the City
to provide municipal water service to the Property, City agrees to provide up to 274 GPM of water
for the development of the Property in accordance with the terms and provisions of this Agreement.
2.2.
Water Facilities Development Fees. Owner shall pay City-approved and
adopted development impact fees, including the Water Facilities Development Fees in effect at the
time of issuance of a building permit on the Property, which such obligation shall survive the
expiration or termination of this Agreement. To the extent Owner constructs water facilities that
are eligible for an impact fee credit, the credit will be applied in accordance with City Code. Owner
shall pay all other City-approved and adopted fees and charges applicable to the development of
the Property, which such obligations shall survive the expiration or termination of this Agreement.
2.3.
Water Distribution Lines. Owner shall, at its sole cost and in accordance
with the Technical Specifications, design, engineer, permit, construct, and install all water
distribution lines required by the City to serve the Property. In addition to the 16” water
distribution line located in Roosevelt Street adjacent to the Property, the Parties anticipate that
Owner shall be required to design, construct and install the 16” water distribution line in Watson
Road from Van Buren Street to Roosevelt, and in Roosevelt Street from Watson Road to the
western edge of the Property as depicted in Exhibit B (“Off-site Distribution Line”). The Off-
site Distribution Line benefits other properties depicted in Exhibit C (“Benefitted Properties”),
and the City agrees that for a period of fifteen (15) years from the Effective Date of this Agreement,
a buy-in fee shall be collected by Owner from persons developing the Benefitted Properties. Upon
completion of construction of the Off-site Distribution Line, and approval and acceptance by the
City, Owner shall dedicate and convey the Off-site Distribution Line to the City in accordance
with City requirements. Notwithstanding the foregoing, should the Off-site Distribution Line or
any portion thereof, be constructed by the City or a third-party prior to Owner’s construction
pursuant to this Agreement, Owner shall be relieved of the obligation to construct the Off-site
Distribution Line or such portion thereof.
2.3.1. Establishing Design and Construction Costs. Owner shall, within
sixty (60) days of acceptance of the Off-site Distribution Line by the City, furnish the City with
(a) copies of all bills, invoices and other statements of expenses incurred by Owner, covering all
of the costs of eligible services, materials, equipment, supplies, construction and installation of the
Off-site Distribution Line; and (b) lien waivers and releases from contractors, subcontractors,
consultants and vendors for services, materials, equipment, supplies and construction included in
the Off-site Distribution Line; and (c) receipts, specifying exact amount of payments in full by
Owner to all contractors, subcontractors, consultants and vendors for all services, materials,
equipment, supplies, labor and other costs of construction of the Off-site Distribution Line; and
(d) as-built drawings certified as to correctness by an engineer registered in the State of Arizona
and showing the locations, materials and other information as required by the City Engineer; and
(e) any other reasonable information required by the City to verify the actual City-approved costs
of construction of the Off-site Distribution Line (“Off-site Distribution Line Design and
Construction Costs”). The Off-site Distribution Line Design and Construction Costs shall be
reviewed and those costs that are reasonably approved by the City shall be used to establish the
buy-in fee for the Off-site Distribution Line.
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2.3.2. Benefitted Properties Buy-in Fee. The buy-in fee for the Benefitted
Properties shall be calculated by dividing the property’s frontage (in feet) by the length of the Off-
site Distribution Line (~5,400 feet), but to be determined following completion of the Off-site
Distribution Line) and multiplying that percentage by the City-approved Off-site Distribution Line
Design and Construction Costs. By way of example, if property A has 750’ of Yuma frontage,
and the approved Off-site Distribution Line Design and Construction Costs are $2,000,000, then
the buy-in fee for property A would be $277,777.78 (750 / 5,400 x $2,000,000).
2.3.3. City Notification of Buy-in Fee. City shall be responsible for the
following duties and obligations, to the extent permitted by law, and as is practicable under the
circumstances.
1.
Notifying Owner when a development application (zoning,
plat, site plan, etc.) is received by the City for a Benefitted Property. The notification shall include
the name, address, phone number and email address of the applicant, as well as a general
description of the property, including but not limited to its location and size.
2.
Including as a condition of approval for any development
application for a Benefitted Property a stipulation that requires the applicant to show evidence of
payment of the buy-in fee prior to recordation by the City of any final plat, or approval by the City
of any site plan, or building permit. The following is a sample stipulation: “Prior to the City
recording a final plat or approving either a site plan or building permit within the property,
applicant shall provide the City with a notice of payment from Owner that the buy-in for the Off-
site Distribution Line has been paid.”
3.
Requiring from Owner a notice of payment on behalf of a
Benefitted Property prior to recording as final plat or approving a site plan or building permit
within any portion of the Benefitted Property.
2.3.4. Limitation on Buy-in Fees. The total buy-in fees collected and
reimbursed to Owner pursuant to Section 2.3.2 shall not exceed the City-approved Off-site
Distribution Line Design and Construction Costs minus any applicable impact fee credit.
Additionally, once Owner has been reimbursed the Off-site Distribution Line Design and
Construction Costs, City shall have no further obligations pursuant to Section 2.3.3.
2.4.
Booster Pump Station. Development of the Property shall require the
design, construction and installation of a booster pump station to provide municipal water service
to the Property. The Parties understand that Forestar (developer of the Shadow Canyon project)
is obligated to design, construct and install a booster pump station for its project, and that this
booster pump station may also serve the Property (the “Forestar Booster Pump Station”).
However, because Forestar’s timing for constructing the Forestar Booster Pump Station has yet to
be determined, there are multiple potential options for Owner relative to the booster pump station.
1.
Reimburse Forestar for Owner’s share of the Forestar Booster Pump
Station, if it is able to accommodate the Property.
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2.
Reimburse City or another third-party for Owner’s share of a booster
pump station designed, constructed and installed by City or other third-party if it is sized to
accommodate the Property.
3.
Design, construct and install the Forestar Booster Pump Station that
will be sized to accommodate: (i) Forestar’s project demands, (ii) existing City demands for the
Sundance Parcel 7 development, and (iii) the Property.
4.
Design, construct and install an expansion of the booster pump
station designed, constructed and installed by Forestar that was sized to accommodate only
Forestar’s project.
5.
Design, construct and install a booster pump station to accommodate
the Property. The booster pump station necessary to serve the Property shall be substantially
complete prior to City's issuance of the first certificate of occupancy within the Property. Given
the number of options for completing the booster pump station, the Parties agree to enter into an
amendment to this Agreement, or a separate agreement, once the path for completing the booster
pump station is determined. In the event Owner is required to construct or expand the booster
pump station, per option #3-5 above, Owner and City shall enter into a separate written agreement
for the repayment by benefitted properties of the City-approved construction costs in excess of
Owner’s pro rata share of the booster pump station, and additional credits against the Water
Facilities Development Fee, if applicable.
2.5.
Onsite Water Distribution Lines. Owner shall design, engineer, permit,
construct, and install, at no cost to the City, all water distribution lines within the Property
necessary for the City to provide municipal water service to the Property, in accordance with the
City-approved project water master plan.
2.6.
Well Sites. Given the location of the Property and its proximity to the White
Tank Mountains, Owner shall not be required to dedicate any well sites within the Property.
3.
Sewer.
3.1.
Sewer Treatment Capacity. Based on the City sewer demand factor in the
IIP of 135 average day gallons per high density unit, and a maximum unit count for the Property
of 927 high density units, City agrees that a maximum of 125,145 gallons per day ("GPD") of
sewer treatment capacity shall be needed to fully develop the Property (927 x 135 = 125,145).
Subject to Owner’s timely performance of Owner’s obligations set forth in this Agreement, and
Owner’s construction and installation, at Owner’s sole cost, of the sewer infrastructure
necessary for the City to provide municipal sewer service to the Property, City agrees to provide
up to 125,145 GPD of sewer treatment capacity in the Sundance Water Reclamation Facility
("WRF") for the development of the Property in accordance with the terms and provisions of
this Agreement, so long as capacity is available in the Sundance WRF at the time of
development. If capacity is not available in the Sundance WRF at the time of development,
the Parties agree to enter into an amendment to this Agreement, or a separate agreement, to
memorialize the rights, duties and obligations of the Parties with regard to capacity.
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3.2.
Sundance Expansion Reimbursement Fee. In the event that capacity is
available in the Sundance WRF at the time of development, Owner agrees to pay the
Reimbursement Fee (as such term is defined in the Eighth Amendment to the Development
Agreement (Sundance WRF), Maricopa County Recorder Number 2021-0090612), in order to
secure the sewer capacity needed to develop the Property, if available.
3.3.
ASLD Sewer Line. Owner shall be required to design, engineer, permit,
construct, and install an 8” sewer collection line from the southwest corner of the Property, through
the ASLD property to Watson Road, as depicted in Exhibit D (“ASLD Property” and the “ASLD
Sewer Line”). City agrees that the ASLD Sewer Line is a development obligation of the ASLD
Property. Therefore, City agrees that, for a period of fifteen (15) years from the Effective Date of
this Agreement, a buy-in fee shall be collected by Owner from the first person or entity to develop
the ASLD Property. Upon completion of construction of the ASLD Sewer Line, and approval and
acceptance by the City, Owner shall dedicate and convey the ASLD Sewer Line to the City in
accordance with City requirements. Notwithstanding the foregoing, should the ASLD Sewer Line
or any portion thereof, be constructed by the City or a third-party prior to Owner’s construction
pursuant to this Agreement, Owner shall be relieved of the obligation to construct the ASLD Sewer
Line or such portion thereof.
3.3.1. Establishing Design and Construction Costs. Owner shall, within
sixty (60) days of acceptance of the ASLD Sewer Line, furnish the City with (a) copies of all bills,
invoices and other statements of expenses incurred by Owner, covering all of the costs of eligible
services, materials, equipment, supplies, construction and installation of the ASLD Sewer Line;
and (b) lien waivers and releases from contractors, subcontractors, consultants and vendors for
services, materials, equipment, supplies and construction included in the ASLD Sewer Line; and
(c) receipts, specifying exact amount of payments in full by Owner to all contractors,
subcontractors, consultants and vendors for all services, materials, equipment, supplies, labor and
other costs of construction of the ASLD Sewer Line; and (d) as-built drawings certified as to
correctness by an engineer registered in the State of Arizona and showing the locations, materials
and other information as required by the City Engineer; and (e) any other reasonable information
required by the City to verify the actual City-approved costs of construction of the ASLD Sewer
Line (“ASLD Sewer Line Design and Construction Costs”). The ASLD Sewer Line Design and
Construction Costs shall be reviewed and those costs that are reasonably approved by the City
shall be used to establish the buy-in fee for the ASLD Sewer Line.
3.3.2. City Notification of Buy-in Fee. City shall be responsible for the
following duties and obligations, to the extent permitted by law, and as is practicable under the
circumstances.
1.
Notifying Owner when a development application (zoning,
plat, site plan, etc.) is received by the City for the ASLD Property. The notification shall include
the name, address, phone number and email address of the applicant.
2.
Including as a condition of approval for any development
application for the ASLD Property, a stipulation that requires the applicant to show evidence of
payment of the buy-in fee prior to recordation by the City of any final plat, or approval by the City
of any site plan, or building permit. The following is a sample stipulation: “Prior to the City
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recording a final plat or approving either a site plan or building permit within the property,
applicant shall provide the City with a notice of payment from Owner that the buy-in for the ASLD
Sewer Line has been paid.”
3.
Requiring from Owner a notice of payment by the first
person or entity developing the ASLD Property prior to recording a final plat or approving a site
plan or issuing a building permit.
3.3.3. Limitation on Buy-in Fees. The total buy-in fees collected and
reimbursed to Owner shall not exceed the City approved ASLD Sewer Line Design and
Construction Costs. Additionally, once Owner has been reimbursed the ASLD Sewer Line Design
and Construction Costs, City shall have no further obligations pursuant to Section 3.3.2.
3.4.
Watson Road Parallel Sewer Line. Owner shall be required to design,
engineer, permit, construct, and install a sewer collection line from within Watson Road from Van
Buren Street connecting to the 18” sewer line in Yuma Road, as depicted in Exhibit E (“Watson
Road Parallel Sewer Line”). The Watson Road Parallel Sewer Line shall be sized to
accommodate the total anticipated regional discharge. The Watson Road Parallel Sewer Line shall
parallel the existing 8” sewer collection line in Watson Road and will need to be extended under
I-10 utilizing a jack and bore. City agrees that the Watson Road Parallel Sewer Line will serve an
area greater than the Property. Therefore, City agrees that, for a period of fifteen (15) years from
the Effective Date of this Agreement, a buy-in fee shall be collected by Owner from property
owners within the area depicted in Exhibit F (“Watson Road Parallel Sewer Line Benefitted
Area”). Upon completion of construction of the Watson Road Parallel Sewer Line, and approval
and acceptance by the City, Owner shall dedicate and convey the Watson Road Parallel Sewer
Line to the City in accordance with City requirements. Notwithstanding the foregoing, should the
Watson Road Parallel Sewer Line or any portion thereof, be constructed by the City or a third-
party prior to Owner’s construction pursuant to this Agreement, Owner shall be relieved of the
obligation to construct the Watson Road Parallel Sewer Line or such portion thereof.
3.4.1. Establishing Design and Construction Costs. Owner shall, within
sixty (60) days of acceptance of the Watson Road Parallel Sewer Line, furnish the City with (a)
copies of all bills, invoices and other statements of expenses incurred by Owner, covering all of
the costs of eligible services, materials, equipment, supplies, construction and installation of the
Watson Road Parallel Sewer Line; and (b) lien waivers and releases from contractors,
subcontractors, consultants and vendors for services, materials, equipment, supplies and
construction included in the Watson Road Parallel Sewer Line; and (c) receipts, specifying exact
amount of payments in full by Owner to all contractors, subcontractors, consultants and vendors
for all services, materials, equipment, supplies, labor and other costs of construction of the Watson
Road Parallel Sewer Line; and (d) as-built drawings certified as to correctness by an engineer
registered in the State of Arizona and showing the locations, materials and other information as
required by the City Engineer; and (e) any other reasonable information required by the City to
verify the actual City-approved costs of construction of the Watson Road Parallel Sewer Line
(“Watson Road Parallel Sewer Line Design and Construction Costs”). The Watson Road
Parallel Sewer Line Design and Construction Costs shall be reviewed and those costs that are
reasonably approved by the City shall be used to establish the buy-in fee for the Off-site
Distribution Line.
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3.4.2. Benefitted Area Buy-in Fee. The per acre buy-in fee for properties
developing within the Watson Road Parallel Sewer Line Benefitted Area shall be calculated by
dividing the approved Watson Road Parallel Sewer Line Design and Construction Costs by 1,571
(total acres within the Watson Road Parallel Sewer Line Benefitted Area). By way of example, if
property A is 20 acres in size, and the approved Watson Road Parallel Sewer Line Design and
Construction Costs are $4,000,000, and the Watson Road Parallel Sewer Line Benefitted Area
covers 1,000 acres, then the buy-in fee for property A would be $80,000.00 ($4,000,000 / 1,000 x
20).
3.4.3. City Notification of Buy-in Fee. City shall be responsible for the
following duties and obligations, to the extent permitted by law, and as is practicable under the
circumstances.
1.
Notifying Owner when a development application (zoning,
plat, site plan, etc.) is received by the City for a property located within the Watson Road Parallel
Sewer Line Benefitted Area. The notification shall include the name, address, phone number and
email address of the applicant, as well as a general description of the property, including but not
limited to its location and size.
2.
Including as a condition of approval for any development
application for a property located within the Watson Road Parallel Sewer Line Benefitted Area, a
stipulation that requires the applicant to show evidence of payment of the buy-in fee prior to
recordation by the City of any final plat, or approval by the City of any site plan, or building permit.
The following is a sample stipulation: “Prior to the City recording a final plat or approving either
a site plan or building permit within the property, applicant shall provide the City with a notice of
payment from Owner that the buy-in for the Watson Road Parallel Sewer Line has been paid.”
3.
Requiring from Owner a notice of payment by the developer
of property located within the Watson Road Parallel Sewer Line Benefitted Area prior to recording
a final plat or approving a site plan or issuing a building permit for the development.
3.4.4. Limitation on Buy-in Fees. The total buy-in fees collected and
reimbursed to Owner shall not exceed the City-approved Watson Road Parallel Sewer Line Design
and Construction Costs, minus any impact fee credit, if applicable. Additionally, once Owner has
been reimbursed the Watson Road Parallel Sewer Line Design and Construction Costs, City shall
have no further obligations pursuant to Section 3.4.3.
3.5.
Alternate Sewer Option. In lieu of complying with Sections 3.2, 3.3 and
3.4, City and Owner may explore the following alternative sewer solution for the Property. If
approved by City, Owner may design, engineer, permit, construct, and install a package
wastewater treatment plant (“Package Plant") sized to treat the wastewater generated within the
Property, as calculated in Section 3.1. The Package Plant may be located within the Property or
at another location acceptable to the City. If the Package Plant is approved by the City, Owner
shall also be required to design, engineer, permit, construct, and install an 8” sewer collection line
from the Property to the Package Plant (if the Package Plant is located outside the Property). The
Package Plant, and proposed operations thereof, including the proposed effluent management
solution, selected by Owner shall be reviewed and approved by the City, such review and approval
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not to be unreasonably withheld. Upon completion of construction of the Package Plant, and
approval and acceptance by the City, Owner shall dedicate and convey the Package Plant to the
City in accordance with City requirements. In the event City requests that the Package Plant be
sized to accommodate additional development in the area, Owner agrees to work with City to
appropriately size the Package Plant and City shall be responsible for paying its pro-rata share of
the Design and Construction Costs for the Package Plant to Owner within ninety (90) days
following acceptance by the City of the Package Plant, and City approval of the Verified Costs.
By way of example, if the Property requires 125,000 GPD of treatment capacity and City
requests that the Package Plant be sized to accommodate 200,000 GPD of treatment capacity,
and the Design and Construction Costs were $5,000,000 for a 200,000 GPD Package Plant, City
would be responsible for $1,875,000 (75,000 / 200,000 x $5,000,000 = $1,875,000).
3.6. Onsite Sewer Collection Lines. Owner shall design, engineer, permit,
construct, and install sewer collection lines within the Property in accordance with the City
approved project sewer master plan.
3.7.
Wastewater Facilities Development Fee. To the extent Owner constructs
wastewater facilities that are eligible for an impact fee credit, the credit will be applied in
accordance with City Code.
4.
Public Bidding Required. Owner specifically acknowledges and agrees that the
construction of improvements subject to reimbursement from the City as provided in this
Agreement shall be publicly procured pursuant to A.R.S. Title 34, as amended, and in accordance
with the procurement code and policies of City. To the extent applicable under A.R.S. § 35-394,
Owner certifies that it does not, and will not for the duration of this Agreement, 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.
5.
Warranty. Owner shall give to City a two-year warranty for all improvements
designed, constructed and installed by Owner pursuant to this Agreement, which warranty shall
begin on the date that City accepts each improvement. Any major deficiencies in material or
workmanship identified by City’s staff during the two-year warranty period shall be brought to the
attention of Owner, who, shall promptly remedy or cause to be remedied such deficiencies to the
reasonable satisfaction of City’s staff. Continuing material deficiencies in a particular portion of
an improvement shall be sufficient grounds for City to require (i) an extension of the warranty for
an additional two-year period, or (ii) the proper repair of, or (iii) the removal and reinstallation of
that portion of an improvement that is subject to such continuing deficiencies. Regardless of
whether the two-year warranty period has expired, the Owner agrees to repair any damage to an
improvement caused by Owner’s construction activities on the Property. For a period of five (5)
years from the date that the City accepts an improvement, in the event any water and/or
wastewater facilities and appurtenances do not perform to rated production or treatment
capabilities, for reasons other than normal wear and tear, Owner and City agree to consider
possible options to address the production or treatment issue. In the event additional
corrections or additions are ultimately needed to address the production or treatment issue,
Owner shall make the City-approved corrections or additions to such facilities and
appurtenances as may be necessary to achieve the acceptable production or treatment
capabilities. Nothing contained herein shall
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prevent the City or Owner from seeking recourse against any other third party for damage to an
improvement caused by such third party.
6.
General Provisions.
6.1.
Conflicts of Interest. The Parties acknowledge that this Agreement is
subject to cancellation pursuant to Section 38-511, Arizona Revised Statutes, as amended.
6.2.
Covenants Running with the Land. The provisions of this Agreement shall
be for the benefit of, and shall be a burden upon, the Property.
6.3.
Indemnity. Owner (or its successors or assigns) shall indemnify, defend
and hold harmless the City and each council member, officer, employee or agent thereof
(“Indemnified Parties”) for, from and against any and all losses, claims, damages, liabilities, costs
and expenses (including reasonable attorneys’ fees) (“Claims”) to which any such Indemnified
Party may become subject, at law or equity or otherwise, 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 which have been 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 Owner,
notify Owner 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.
6.4.
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
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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 satisfactorily cured within the Cure
Period, the non-defaulting Party shall have all rights and remedies that are set forth in Section 6.7
and Exhibit G and notwithstanding anything in this Agreement to the contrary, the City shall have
the right to withhold the issuance of building permits for improvements on the Property affected
by such default (regardless of Property ownership) until the default is cured by the defaulting party.
Nothing contained in this Section shall prevent the City from using any remedies or imposing any
fines available to it under the Laws and Regulations for a violation or breach by Owner of any
Laws and Regulations.
6.5.
Waiver of Claims. 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 A.R.S. Sections 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.
6.6.
Force Majeure. The performance of any 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; pandemic; civil or military disturbance.
6.7.
Dispute Resolution. The Parties shall be limited to the remedies and dispute
resolution process set forth in Exhibit G attached hereto concerning any dispute, controversy,
claim, or cause of action arising out of or relating to this Agreement. The Parties agree that any
award rendered by the arbitrator (as defined in Exhibit G) pursuant to the provisions of Exhibit G
shall be binding on all Parties, and if a Party does not abide by the award rendered by the arbitrator,
the provisions of Exhibit G shall apply.
6.8.
Term. This Agreement shall automatically terminate as to the Property
without the necessity of any notice, agreement or recording by and between the parties fifteen (15)
years after the Effective Date of this Agreement.
6.9.
No Agency or Partnership. Neither Party is 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 Parties.
6.10. 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
12
lender, unless expressly provided to the contrary in this Agreement (and then only to the extent so
provided).
6.11. Recording. City shall record this Agreement with the County Recorder no
later than ten (10) days after the last Party to execute this Agreement.
6.12. Time of Essence. Time is of the essence of this Agreement.
6.13. Benefit and Binding Effect. This Agreement shall be for the benefit of and
binding upon the Parties hereto and their successors and assigns.
6.14. Amendment. Any amendment to this Agreement shall be in writing and
approved by the Parties.
6.15. Notices and Filings. All notices, filings, consents, approvals and other
communications provided for herein or given in connection herewith shall be validly given, filed,
made, delivered or served if in writing and delivered personally, emailed or sent by certified United
States Mail, postage pre-paid, return receipt requested if to:
City:
City of Buckeye
Attn: Doug Sandstrom, City Manager
530 East Monroe Avenue
Buckeye, AZ 85326
Email: dsandstrom@buckeyeaz.gov
With a copy to:
City of Buckeye
Attn: K. Scott McCoy, City Attorney
530 East Monroe Avenue
Buckeye, AZ 85326
Email: smccoy@buckeyeaz.gov
Owner:
Skyline 62, LLC
Attn: Gerald Webner
222 W. Linger Lane
Phoenix, AZ 85021
Email: gwebner@gmail.com
Attn: Scott Ward
600 W. Chandler Blvd.
Chandler, AZ 85225
Email: warddevelopment@yahoo.com
13
With a copy to:
Gilbert Blilie PLLC
Attn: Jeffrey Blilie
710 N. 44th Street
Phoenix, Arizona 85008
Email: jblilie@gilbertblilie.com
or to such other address or addresses as may hereafter be specified by notice given by any of the
above for itself to the others. Any notice or other communication directed to any Party shall
become effective upon the earliest of the following: (a) actual receipt by that Party; or (b) thirty-
six (36) hours after deposit with the United States Postal Service, postage paid and addressed to
the Party.
6.16. 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.
6.17. Attorneys’ Fees. The prevailing Party in any litigation in connection with
this Agreement shall be entitled to its attorneys’ fees and costs.
6.18. No Waiver. No delay in exercising any right or remedy shall constitute a
waiver thereof, and no waiver by a Party 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.
6.19. 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.
6.20. Exhibits; Merger. This Agreement, together with the following exhibits,
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, oral or written, with respect thereto are hereby superseded and merged herein.
Exhibit A
Legal Description of the Property
Exhibit B
Depiction of Off-site Distribution Line
Exhibit C
Depiction of the Benefitted Properties
Exhibit D
Depiction of the ASLD Property and ASLD Sewer
Line
Exhibit E
Depiction of the Watson Road Parallel Sewer Line
Exhibit F
Depiction of the Watson Road Parallel Sewer Line
Benefitted Area
Exhibit G
Dispute Resolution Provisions
14
6.21. Representations and Warranties. As of the date of the execution of this
Agreement, the Parties represent and warrant to each other as follows:
1.
By Owner:
(i)
Owner is a limited liability company 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 person signing for
Owner, and the right to enter into this Agreement as authorized by the board of directors or
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.
2.
By City: This Agreement was approved at a duly noticed and held
public meeting by the Mayor and City Council, at which a quorum was present and the execution
of this Agreement was authorized in accordance with the terms of this Agreement.
6.22. Assignment. Owner shall not transfer or assign part or all of its rights and
obligations in the Property to any person or entity at any time during the duration of this Agreement
without the prior written consent of City which such 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 with respect to the Property or the part of the Property that is
transferred (“Transferred Land”), unless:
1.
Owner has provided the City written notice of the proposed transfer
which such notice shall include (i) a legal description of the Transferred Land and the name and
address for notice purposes, of the assignee, (ii) a written acknowledgment and agreement that
assignee agrees to be subject to all of the provisions of this Agreement as to the Transferred Land,
and (iii) Owner’s request for the City’s consent.
2.
In the event of a partial transfer, and in addition to the requirements
of Section 6.22(1), Owner, as applicable, and the assignee have submitted to the City and the City
has approved, in its sole discretion, a written plan providing for the allocation of obligations and
responsibilities under this Agreement and the assignee.
.
15
6.23. Counterpart Signature. This Agreement 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.
[signatures occur on the following pages]
16
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
CITY OF BUCKEYE, ARIZONA, an Arizona
municipal corporation
Eric W. Orsborn, Mayor
ATTEST:
Lucinda J. Aja, City Clerk
APPROVED AS TO FORM:
K. Scott McCoy, City Attorney
STATE OF ARIZONA
)
ss.
COUNTY OF MARICOPA
)
On this ______ day of _____________, 2025, before me personally appeared Eric W.
Orsborn, Mayor of the City of Buckeye, Arizona, 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
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
EXHIBIT A
TO
COYOTE CREST
WATER AND SEWER AGREEMENT
Legal Description of the Property
[see following pages]
EXHIBIT A |
11/17/2025
LEGAL DESCRIPTION OF
THE PROPERTY
NORTH
NTS
EXHIBIT A |
11/17/2025
SKYLINE BOUNDARY
EXHIBIT B
TO
COYOTE CREST
WATER AND SEWER AGREEMENT
Depiction of Off-site Distribution Lines
N WATSON ROAD
N WATSON ROAD
W ROOSEVELT ST
16” WATER LINE
NORTH
NTS
EXHIBIT B |
11/05/2025
DEPICTION OF OFF-SITE DISTRIBUTION LINE
LEGEND
COYOTE CREST PAD
DEVELOPMENT
UNIT 1
DEVELOPMENT
UNIT 2
DEVELOPMENT
UNIT 3
16” WATER LINE
PHOENIX SKYLINE WEST SUBDIVISION
APN: 504-19-205 TO 504-19-217
RURAL RESIDENTIAL (RU-RR)
FLOOD CONTROL DISTRICT OF
MARICOPA COUNTY - REGIONAL
STORMWATER BASIN
APN: 504-19-001D
RURAL (RU-43)
STATE TRUST LAND
VAN BUREN ST (ALIGNMENT)
VAN BUREN ST (ALIGNMENT)
I 10
COYOTE CREST PAD
EXHIBIT C
TO
COYOTE CREST
WATER AND SEWER AGREEMENT
Depiction of the Benefitted Properties
W ROOSEVELT ST
W ROOSEVELT ST
LEGEND
COYOTE CREST PAD
BENEFITTED AREA
16” WATER LINE
NORTH
NTS
EXHIBIT C |
11/10/2025
DEPICTION OF WATER LINE BENEFITTED
PROPERTIES
STATE TRUST LAND
I 10
N WATSON ROAD
VAN BUREN ST (ALIGNMENT)
VAN BUREN ST (ALIGNMENT)
STATE TRUST LAND
FLOOD CONTROL
DISTRICT
WESTSIDE 319 LLC
COYOTE CREST PAD
SKYLINE RANCH
16” WATER LINE
EXHIBIT D
TO
COYOTE CREST
WATER AND SEWER AGREEMENT
Depiction of the ASLD Property and ASLD Sewer Line
N WATSON ROAD
N WATSON ROAD
W ROOSEVELT ST
NORTH
NTS
EXHIBIT D |
11/05/2025
DEPICTION OF ASLD SEWER LINE
LEGEND
COYOTE CREST PAD
DEVELOPMENT
UNIT 1
DEVELOPMENT
UNIT 2
DEVELOPMENT
UNIT 3
8” SEWER LINE
PHOENIX SKYLINE WEST SUBDIVISION
APN: 504-19-205 TO 504-19-217
RURAL RESIDENTIAL (RU-RR)
FLOOD CONTROL DISTRICT OF
MARICOPA COUNTY - REGIONAL
STORMWATER BASIN
APN: 504-19-001D
RURAL (RU-43)
STATE TRUST LAND
VAN BUREN ST (ALIGNMENT)
VAN BUREN ST (ALIGNMENT)
I 10
COYOTE CREST PAD
8” SEWER LINE
EXHIBIT E
TO
COYOTE CREST
WATER AND SEWER AGREEMENT
Depiction of the Watson Road Parallel Sewer Line
W VAN BUREN ST
W VAN BUREN ST
W N SUNDANCE PKWY
W N SUNDANCE PKWY
S 230TH AVE
S 230TH AVE
W YUMA RD
W YUMA RD
W N SUNDANCE PKWY
W N SUNDANCE PKWY
I 10
NORTH
NTS
EXHIBIT E |
11/10/2025
DEPICTION OF THE WATSON ROAD SEWER LINE
LEGEND
COYOTE CREST PAD
WATSON ROAD SEWER
LINE
COYOTE CREST PAD
STATE TRUST LAND
STATE TRUST
LAND
FLOOD CONTROL
DISTRICT
W ROOSEVELT ST
W ROOSEVELT ST
N WATSON ROAD
N WATSON ROAD
W WATSON ROAD
W WATSON ROAD
WATSON ROAD
SEWER LINE
EXHIBIT F
TO
COYOTE CREST
WATER AND SEWER AGREEMENT
Depiction of the Watson Road Parallel Sewer Line Benefitted Area
NORTH
NTS
EXHIBIT F |
11/05/2025
DEPICTION OF WATSON ROAD SEWER LINE
BENEFITTED AREA
I 10
COYOTE CREST PAD
MCDOWELL PARKWAY
(ROOSEVELT ALIGNMENT)
S WATSON ROAD
S WATSON ROAD
W ROOSEVELT ST
W ROOSEVELT ST
W YUMA RD
W YUMA RD
W N SUNDANCE PKWY
W N SUNDANCE PKWY
W VAN BUREN ST
W VAN BUREN ST
W MCDOWELL RD
W MCDOWELL RD
VAN BUREN ST
VAN BUREN ST
(ALIGNMENT)
(ALIGNMENT)
S 230TH AVE
S 230TH AVE
STATE TRUST
LAND
STATE TRUST
LAND
STATE
TRUST
LAND
SKYLINE
RANCH
WESTSIDE 319 LLC
STATE TRUST
LAND
LEGEND
COYOTE CREST PAD
BENEFITTED AREA
WATSON ROAD SEWER
LINE
EXHIBIT G
TO
COYOTE CREST
WATER AND SEWER AGREEMENT
Dispute Resolution/Remedies
A.
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.
B.
If an event of default, the non-defaulting party may institute the Process, pursuant to
Paragraph C below.
C.
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 control over conflicting rules), and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
D.
The dispute shall be heard by a single arbitrator from a panel of qualified arbitrators located
within the Phoenix metropolitan area.
E.
The place of arbitration shall be Phoenix, Arizona.
F.
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.
G.
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.
H.
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.
I.
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.
J.
The arbitrator shall, within thirty (30) days from the conclusion of the hearing, issue the
award.
K.
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.
L.
The award of the arbitrator shall be accompanied by a reasoned opinion.
M.
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 novo or consequential monetary
damages be ordered by the court.