City of Buckeye - Regional Signal Fee Reimbursement Agreement 4914-8443-9159.1.pdf

[NOT TO BE RECORDED]

REGIONAL SIGNAL
REIMBURSEMENT AGREEMENT
(Perryville Road and McDowell Road)

BETWEEN

THE CITY OF BUCKEYE,
an Arizona municipal corporation,

AND

BUCKEYE PHASE I OWNER, LLC,
a Delaware limited liability company

DATED: December 2, 2025

HB: 4927-1844-4398,2

REGIONAL SIGNAL
REIMBURSEMENT AGREEMENT
[Perryville Road and McDowell Road]

1. Date. The date of this Regional Signal Reimbursement Agreement
(‘Agreement’) is December 2, 2025 (the "Effective Date").

2. Parties. The parties to this Agreement are:

(a) CITY OF BUCKEYE, ARIZONA
Attention: Doug Sandstrom, City Manager
530 E. Monroe Avenue
Buckeye, Arizona 85326

(“City”)

(b) BUCKEYE PHASE I OWNER, LLC
Attention: Dan O’Connor, Managing Director of Construction
c/o U.S. Capital Development
120 S. Central Avenue, Suite 300
St. Louis, MO 63105
("Owner")

3. Background. The following is the background to this Agreement:

(a) Owner has developed certain real property generally located in the
northwestern quadrant of Perryville and McDowell Roads in the City of Buckeye, legally
described on Exhibit A and depicted on Exhibit B (the “Land’”), each of which are attached
hereto and incorporated herein by reference.

(b) | Owner was required by City Code, including the City Development Code,
to construct and install, at no cost to the City, the public infrastructure necessary for the
development.

(c) Owner has constructed certain intersection improvements at the
intersection of Perryville Road and McDowell Road including the installation of new traffic
signals that serve each direction of travel and requests reimbursement for certain costs of such
construction.

(d) ‘The Infrastructure (as such term is defined below) that was constructed
and installed by Owner pursuant to applicable code requirements, while necessary to serve
development within the Land, also includes certain improvements that are of regional benefit to
the City and its residents that would not otherwise be required of Owner in connection with
development of the Land. Given the regional significance of the Infrastructure, the City is
willing to reimburse Owner for a portion of the cost of such Infrastructure, subject to the terms
and conditions as set forth in this Agreement.

4. Agreement. For good and valuable consideration, including the benefits to City
and Owner as described above, City and Owner agree as is more specifically set forth in this
Agreement. The recitals set forth above in Section 3 of this Agreement are acknowledged and
agreed to by the parties and are incorporated herein by this reference.

5. Laws and Regulations.

(a) The City of Buckeye Code, including but not limited to that chapter of the
City Code titled the “Development Code,” as amended from time to time, shall govern the
development of the Land. The City must be able to regulate the planning and development of the
Land and the construction and installation of public infrastructure on the Land in order to serve
the best interests of the City. Consequently, City reserves, exercising its sole and absolute
discretion, the right to amend existing or to adopt new laws, rules, regulations, standards of
development for the City and construction standards/requirements for public infrastructure,
including resolutions, official policies and procedures (all of the foregoing, as amended or
adopted from time to time, hereinafter referred to as the “Laws and Regulations”), and the Laws
and Regulations shall apply to the Land.

(b) Any change to the Laws and Regulations as allowed in this section shall
not discriminate against Owner and the Land, and any change shall be uniformly applied to all

similar land and landowners at such time such land is within the boundaries of City.

6. Regional Improvements to be Constructed by Owner.

(a) Owner has constructed improvements at the intersection of Perryville
Road and McDowell Road including the installation of new traffic signals that serve each
direction of travel, including, but not limited to, traffic pole foundations, traffic poles, mast arms,
meter pedestals, controller cabinets, underground electrical conduits, fiberoptic cabling, boring,
and sidewalk removal and replacement, (the “Infrastructure”). The Infrastructure was
permitted, inspected and accepted by the City of Goodyear, Arizona on September 4, 2025, as
evidenced by the Letter of Acceptance dated September 22, 2025, attached as Exhibit C, and
incorporated by this reference.

(b) Owner represents and warrants and the City acknowledges and agrees that
the construction of the Infrastructure was publicly procured pursuant to A.R.S. Title 34, as
amended, and in accordance with the procurement code and policies of the City.

(c) Owner represents and warrants that Owner has conveyed all real property
necessary for the operation and maintenance of the Infrastructure, including any rights-of-way,
easements, access rights, and/or other interests in real property necessary for the ownership,
construction, installation, operation, maintenance and repair of the Infrastructure.

7. Infrastructure Reimbursement.

(a) Reimbursement of the Infrastructure Reimbursement Amount, as defined
below, is subject to the terms and conditions of this Agreement.

(b) Verified Costs. Owner has furnished 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 Infrastructure; and
(b) lien waivers and releases from contractors, subcontractors, consultants and vendors for
services, materials, equipment, supplies and construction included in the Infrastructure; 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 Infrastructure; 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 costs of construction of the Infrastructure. The City has reviewed
and verified the costs, and the actual costs of construction of the Infrastructure total Eight
Hundred Ninety Thousand Twenty-One Dollars and 22/100 ($890,021.22) (the “Verified
Costs’). A copy of the list of Verified Costs is attached hereto as Exhibit D.

(c) The total amount eligible for reimbursement to Owner, as set forth on
Exhibit D, is Eight Hundred Ninety Thousand Twenty-One Dollars and 22/100
($890,021.22)(the “Reimbursement Amount’). Payment of the Reimbursement Amount will be
made by the City to Owner no later than thirty (30) days from the Effective Date.

(d) The obligations of the City under this Section 7 do not constitute an
obligation to levy or pledge any form of taxation nor does the obligation constitute an
indebtedness of the City or the State, or any of its political subdivisions, within the meaning of
the constitution of the State of Arizona.

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

9. 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, without the necessity of an assignment of this
Agreement.

10. 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 any such Indemnified Party may become subject, at law or in equity or otherwise
(“Claims”), insofar as such Claims (or actions in respect thereof) arise out of or are based upon
any provisions of this Agreement, except for those Claims which have been adjudicated to be
caused by the City’s gross negligence or intentional misconduct.

11. Dispute Resolution. The parties shall be limited to the remedies and dispute
resolution process set forth in Exhibit E 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 E) pursuant to the provisions of
Exhibit E shall be binding on all parties, and if a party does not abide by the award rendered by
the arbitrator, the provisions of Exhibit E shall apply.

12. Term. Subject to Section 6(c) and Section 29 of this Agreement, this Agreement
shall automatically terminate as to the Land without the necessity of any notice, agreement or
recording by and between the parties two (2) years after the Effective Date of this Agreement.
Upon the termination of this Agreement, neither party shall have any further obligations under
this Agreement. However, such termination shall not affect any approval, permit, subdivision
map or site plan that has been given, issued or approved by City for any part of the Land as of
the date of such termination.

13. No Agency or Partnership. Neither 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 City and Owner.

14. 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 the Owner, unless expressly provided to the contrary in this Agreement (and then only
to the extent so provided).

15. Time of Essence. Time is of the essence of this Agreement.

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

17. Waiver of Claims. The Owner on behalf of itself and all other parties having an
interest in the Land intends to encumber the Land with the following agreements and waivers.
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.

18. Amendment. Any amendment to this Agreement shall be in writing and signed
by all Parties.

19. 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, sent by electronic mail, or two days after mailing by certified mail, return
receipt requested and postage prepaid, to the addresses or facsimile numbers set forth below:

(a) For City: Doug Sandstrom, City Manager
City of Buckeye
530 E. Monroe Avenue
Buckeye, Arizona 85326

and

Ron Moll, City Engineer

City of Buckeye

945 N. 215 Avenue, Suite 137
Buckeye, Arizona 85326

With a copy to: K. Scott McCoy, City Attorney
City of Buckeye
530 E. Monroe Avenue
Buckeye, Arizona 85326

(b) Owner: Dan O’Connor, Managing Director of Construction
BUCKEYE PHASE I OWNER, LLC
120 S. Central Avenue, Suite 300
St. Louis, MO 63105

With a copy to: Husch Blackwell, LLP
8001 Forsyth Blvd., Suite 1500
St. Louis, MO 63105
Attn: Lisa Leary

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 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.

20. 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.

21. 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.

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

23. 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.

24. Exhibits; Merger. This Agreement, together with Exhibit A through Exhibit E
listed below, attached hereto and incorporated herein by this reference, constitute the entire
agreement between the parties with respect to construction of the Infrastructure as set forth in
this Agreement. 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 Land
Exhibit B Depiction of the Land
Exhibit C Letter of Acceptance

Exhibit D Verified Costs

Exhibit E Dispute Resolution

25. Representations and Warranties. As of the date of the execution of this
Agreement, the parties represent and warrant to each other as follows:

(a) By Owner:

@ Owner is a corporation or 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 person signing for Owner,
and the right to enter into this Agreement as authorized by the board of directors
or members of the 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 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.

26. Assignment. Owner shall have the right to transfer or assign (“Transfer”) part or
all of its rights under this Agreement to any person or entity receiving title to part of the Land
(“Transferee’’) at any time during the duration of this Agreement by written assignment and with
the written consent of the City which shall not be unreasonably withheld. Owner shall be
released from the obligations under this Agreement with respect to the part of the Land that is
transferred ("Transferred Land"), subject to the following:

(a) Owner has given City 30 day advance written notice of the Transfer,
which shall include a legal description of the Transferred Land and the name, address and
electronic mail address for notice purposes, of the Transferee;

(b) The Transferee has agreed in writing to be subject to all of the provisions
of this Agreement as to the Transferred Land; and

(c) In the event of a partial Transfer, Owner and the Transferee have
submitted to the City, and the City has approved in writing in its sole discretion, a written plan
submitted by Owner providing for the allocation of obligations and responsibilities under this
Agreement between Owner and the Transferee including, but not limited to, those set forth in
Sections 6 and 10 such that the City’s rights and interests under this Agreement are not adversely
affected.

27. 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.

28. Appropriation. The City is obligated only to pay its obligations set forth in this
Agreement as may lawfully be made from funds appropriated and budgeted for that purpose
during the City's then current fiscal year. The City's obligations under this Agreement are
current expenses subject to the “budget law” and the unfettered legislative decision of the City
concerning budgeted purposes and appropriation of funds. Should the City elect not to
appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed
terminated and the City shall be relieved of any subsequent obligation under this Agreement.
The parties agree that the City has no obligation or duty of good faith to budget or appropriate
the payment of the City's obligations set forth in this Agreement in any budget in any fiscal year.
The City shall be the sole judge and authority in determining the availability of funds for its
obligations under this Agreement. The City shall keep Owner informed as to the availability of
funds for this Agreement. The obligation of the City to make any payment pursuant to this
Agreement is not a general obligation or indebtedness of the City. Owner hereby waives any and
all rights to bring any claim against the City from or relating in any way to the City's termination
of this Agreement pursuant to this Section 29.

29. 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 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.

30. Signature. The parties have executed this Agreement as of the Effective Date.

[SIGNATURES ON FOLLOWING PAGES]

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
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 Regional Signal Reimbursement 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

OWNER:

BUCKEYE PHASE I OWNER LLC,
A Delaware limited liability company

Name: Dan O’Connor
Title: Authorized Signatory

STATE OF MISSOURI
COUNTY OF ST. LOUIS

On this ad day of , 2025, before me personally appeared Dan
O’Connor, the authorized signatory of Buckeye Phase I Owner LLC, 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 Regional Signal Reimbursement Agreement on behalf of

Buckeye Phase I Owner LLC.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed by official

seal.

Notary Pubtic in and for the State of Missouri
T- Young County, » Sy Louie

My Commission Expires: Relottway 4 F ZOlES
Aude PF PE Dy,
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EXHIBIT A
TO
REGIONAL SIGNAL

REIMBURSEMENT AGREEMENT

BETWEEN

THE CITY OF BUCKEYE
AND

BUCKEYE PHASE I OWNER LLC

Legal Description of Land

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF
MARICOPA, STATE OF ARIZONA, AND IS DESCRIBED AS FOLLOWS:

Lot 2 and Lot 4, of PALOMA VISTA INDUSTRIAL, according to Book 1751 of Maps, Page
15, records of Maricopa County, Arizona.

EXHIBIT B
TO
REGIONAL SIGNAL

REIMBURSEMENT AGREEMENT

BETWEEN

THE CITY OF BUCKEYE
AND

BUCKEYE PHASE I OWNER LLC

Depiction of Land

I |
[ee

MLDO3

“or: 7

PERRYVILLE ROAB

LOT: & LOT ; 2

MLDO4

LOT: @

— — - - —1sT AVENUE —~ —

MCDOWELL ABAD
=> — ==> aes

|

i

Ti

EXHIBIT C
TO
REGIONAL SIGNAL

REIMBURSEMENT AGREEMENT

BETWEEN

THE CITY OF BUCKEYE
AND

BUCKEYE PHASE I OWNER LLC

Letter of Acceptance

September 22, 2025 we

BUCKEYE PHASE | OWNER LLC C/O US CAPITAL DEVELOPMENT Goodyear
120 S CENTRAL AVE, SUITE 300
ST. LOUIS, MO 63105

RE: Letter of Acceptance, Permit E23-01430 PALOMA VISTA TS - ELECTRICAL
PEDESTAL

Dear BUCKEYE PHASE | OWNER LLC C/O US CAPITAL DEVELOPMENT:

CITY MAINTAINED

NOTICE IS HEREBY GIVEN that the work completed have been inspected by the Development
Services Department and are in substantial compliance with the approved plans and
specifications. The completed improvements, including stormwater disposal and erosion, are
subject to a two-year warranty period. The warranty period for this project started on September
4, 2025. Approximately three months prior to the end of the warranty period, the Development
Services Department shall be contacted by the Developer to schedule a warranty inspection to
include the City, the developer, and the developer's contractors. Please be advised that new
asphalt pavement constructed to this project will be subject to the sealing pavement cracks and
the application of an approved asphalt preservative seal prior to the completion of the two-year
warranty period.

Your Performance Bond 015222362 in the total amount of $657,425.00will be returned when a
warranty bond for city-maintained improvements in the amount of $65,742.50 and not expiring
prior to the end of warranty date is delivered to the City

NON-CITY MAINTAINED

Engineering Inspections has checked all non-city-maintained improvements and found them to
be in substantial compliance with the approved plans and specifications. Non- city-maintained
improvements with the exception of stormwater disposal and erosion improvements constructed
as part of this project will be maintained by the property owner and are not subject to the two-
year warranty. Stormwater disposal and erosion improvements are subject to a five-year
warranty period,

Should you have any further questions, please feel free to contact Development Services at (623)
932-3004,

Respectfully.
CITY OF GOODYEAR

fo}

Marty Crossland
Deputy Director of Development Engineering

EXHIBIT DTO
REGIONAL SIGNAL
REIMBURSEMENT AGREEMENT

BETWEEN

THE CITY OF BUCKEYE

AND

BUCKEYE PHASE I OWNER LLC

Verified Costs

Traffic Signal Cost Summary for Reimbursement

Contract - Roadway Electric

ITEM DESCRIPTION Costs Not Eligible Eligible Costs
Roadway Electric Traffic Signal Contract $ 861,477.83 | $ - 4s 861,477.83
$ -
CO 1}Change Order 1 $ 33,161.89] $ - $ 33,161.89
CO 2} Change Order 2 $s (54,820.50)} $ * $ (54,820.50)
Total Roadway Electric Costs] $ _ 839,819.22 | $ - {$ 839,819.22
Design Engineer Costs
ITEM DESCRIPTION Costs Not Eligible Eligible Costs
ASR 01] 0H Electrical Line Survey, Traffic Signal Plans, Streetlight Plans $ 14,165.00 | $ 1,840.00] $ 12,325.00
ASR 09 [Add Traffic Signal Curbs $ 4,000.00} $ - |s 4,000.00
ASR 10 |Relocte Traffic Signal $ 3,500.00 | $ ~ $ 3,500.00
ASR 11 Coordinate added curbs with MCDOT $ 4,500.00 | $ - |s 4,500.00
Total Design Engineer Costs} $ 26,165.00 | $ 1,840.00 | $ 24,325.00
Other Eligible Costs - Permits
ITEM DESCRIPTION Costs Not Eligible Eligible Costs
Traffic Signal Permit Costs $s 25,375.00] $ : $s 25,375.00
Review for Revision 1 due to OH Electrical Lines $ 502.00] $ = $ 502.00
Total Permit Costs} $ 25,877.00 | $ - $ 25,877.00
TOTAL AMOUNT ELIGIBLE FOR REIMBURSEMENT $ 890,021.22

EXHIBIT E
TO
REGIONAL SIGNAL

REIMBURSEMENT AGREEMENT

BETWEEN

THE CITY OF BUCKEYE
AND

BUCKEYE PHASE I OWNER LLC

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, 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 (“44A”) 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.

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 Section 7 of 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, 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 novo or consequential monetary damages be ordered by the court.