Fee In Lieu combined Final 6-13-25_PSC Buckeye LLC SIGNED.pdf

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When Recorded Return To: 
CITY OF BUCKEYE 
Lucinda J. Aja, City Clerk 
530 East Monroe Avenue 
Buckeye, Arizona 85326 
PUBLIC IMPROVEMENTS 
IN-LIEU PAYMENT AGREEMENT 
This PUBLIC IMPROVEMENTS IN-LIEU PAYMENT AGREEMENT (the “Agreement”), 
effective as of this 1st day of July, 2025 (the “Effective Date”), is entered into by and between the City 
of Buckeye, an Arizona municipal corporation (the “City”), and PSC Buckeye, LLC, an Arizona 
limited liability company (“Owner”). The City or the Owner may each be referred to herein as a 
“Party” or collectively as the “Parties.” 
1. Background. The following is the background to this Agreement:
A.
Owner owns approximately 5.11 acres of real property within the jurisdictional
boundaries of the City, generally located at the southeast corner of Yuma Road and Verrado Way, and 
which is legally described on the attached Exhibit A (the “Property”), incorporated by this express 
reference. 
B. 
Owner is developing the Property as a commercial shopping center with a climate- 
controlled self-service storage facility along with two future pads (“Project”). The City approved the 
Project through Case Number PLZSP-23-00034, which included conditions (the “Approval”).  The 
City is requiring Owner to construct certain half street and median roadway improvements, and a 
portion of the public stormwater infrastructure, as described on Exhibit B (collectively referred to 
herein as the “Improvements”). 
C. 
The City is planning roadway improvements to the intersection of Yuma Road and 
Verrado Way, which would negatively impact the Improvements.  As the City’s and Owner’s individual 
roadway improvements cannot be constructed in segments and must be constructed as one roadway 
improvement project, Owner has requested, and the City has agreed, that rather than Owner 
immediately constructing the Improvements, Owner will make an In-Lieu Payment to the City.  The 
City shall hold such In-Lieu funds until such time as the funds are applied by the City to the costs of 
construction at the time the City constructs, or causes to be constructed, the Improvements. 
D. 
Owner prepared improvement plans for construction of the Improvements that have 
been approved by the City. 
E. 
The In-Lieu payment will be a single lump sum payment to the City of the estimated 
costs of Owner’s portion to construct the Improvements, as agreed to by the Parties.

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F. 
The City will accept the lump sum as an In-Lieu payment as full satisfaction of the 
Owner’s obligation to construct the Improvements. 
 
2. Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby 
acknowledged, the City and Owner agree as is more specifically set forth in this Agreement. 
 
3. Estimated Costs of the Off-Site Improvements. The estimated costs of the Improvements total 
Nine Hundred Eighteen Thousand Two Hundred One Dollars and 45/100 ($918,201.45) (the “In- 
Lieu Payment”), which sum is acceptable to both Parties. The In-Lieu Payment has been approved 
by the City Engineer, and is based upon the itemized estimate in Exhibit B. The In-Lieu Payment 
shall be paid to the City by Owner or its successor(s) or assign(s) on or before the date on which the 
City issues the first building permit to the Property. In the event that the In-Lieu Payment is not 
timely received by the City, no permits of any kind shall be issued for this Property. 
 
4. Necessary Property; Easements. Owner represents and warrants that Owner is the owner in fee 
of the Property. To the extent applicable and at no cost to the City, Owner has dedicated and/or 
shall dedicate fee title to all necessary real and/or personal property needed for construction and 
maintenance of the Improvements. Additionally, as the owner of the Property, Owner hereby grants 
to the City, at no cost to the City, a temporary construction and access easement (“TCE”) across, 
over and under the portion of the Property depicted on Exhibit C attached hereto and incorporated 
herein by this express reference (“Easement Property”) giving the City and its agents the non-
exclusive right to use the Easement Property to the extent reasonably needed by the City at the time 
of construction to be necessary to complete the construction of the Improvements. The TCE will be  
a temporary use granted to the City to be exercised during the period of time when the 
Improvements are being constructed, as determined by the City at its sole discretion, and shall 
expire upon the completion of the Improvements by the City. To better define the area applicable to 
the TCE, the Parties may enter into a separate instrument at a later date if necessary or desirable to 
comply with the requirements of this Agreement. The dedications and easements required by this 
Section 4 shall run with the land and are intended to survive and be in effect beyond the Term of the 
Agreement and until no longer needed by the City. 
 
5. Owner’s Obligation to Construct. Execution of this Agreement by both Parties, timely 
payment in full of the In-Lieu Payment, the dedication of property and/or the grant of a TCE 
pursuant to this Agreement shall constitute full satisfaction of the Owner’s obligation to construct 
the Improvements.  
 
6. City Use of Funds. The In-Lieu Payment received by the City shall be accounted for separately 
and shall only be used by the City for the purpose of completing the Improvements at a future date 
as determined by the City. If the costs of completing the Improvements are greater than the 
amount of the In-Lieu Payment, Owner shall not have any obligations with respect to such excess 
costs. 
 
7. 
Term.  The term of this Agreement (“Term”) shall begin on the Effective Date and, unless 
sooner terminated by the mutual consent of the Parties, shall automatically terminate upon Owner’s 
payment of the In-Lieu Payment.

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8. Owner Representation. Owner on behalf of itself and all other parties having a future interest 
in the Property, intends to encumber the Property 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 Property the Owner of the Property may have now or in the future under 
the provisions of A.R.S. §§ 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. The terms of this waiver shall run with the Property and shall be binding 
upon all subsequent landowners and shall survive the expiration or other termination of this 
Agreement. 
 
9. Conflicts of Interest. The Parties acknowledge that this Agreement is subject to cancellation 
pursuant to A.R.S. § 38-511, as amended. 
 
10. Covenants Running with the Property. The provisions of this Agreement shall be for the 
benefit of, and shall be a burden upon, the Property, and the provisions of this Agreement shall be 
covenants running with the Property, without the necessity of an assignment of this Agreement with 
the conveyance of any part of the Land. 
 
11. 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 at its sole discretion. 
 
12. No Agency or Partnership. Neither the City nor Owner 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 City and Owner. 
 
13. 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. 
 
14. 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. 
 
15. Recording. The City shall record this Agreement with the County Recorder no later than ten 
(10) days after the last Party to execute this Agreement. 
 
16. Time of Essence and Merger. 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 and the In-Lieu Payment. All prior contemporaneous agreements, representations and 
understandings of the Parties, oral or written, are hereby superseded and merged herein, and this 
Agreement constitutes full satisfaction of all claims and liabilities that exist, whether known or 
unknown, on or before the effective date of this Agreement, between the Parties.

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17. Benefit and Binding Effect. This Agreement shall be for the benefit of and binding upon the 
Parties hereto and their successor and assigns. 
 
18. Counterparts; Entire Agreement. This Agreement, which may be executed in counterpart, 
shall constitute the entire agreement between the Parties regarding the subject of this Agreement. 
This Agreement will constitute the entire agreement between the Parties, and supersedes all previous 
written or oral agreements or understandings regarding the subject matter of this Agreement. 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. 
 
19. Section Titles. The section titles in this Agreement are not part of this Agreement and are for 
convenience only. 
 
20. 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 two days 
after mailing by certified mail, return receipt requested and postage prepaid, to the addresses set 
forth below: 
 
(a) City:  
City Manager  
City of Buckeye 
530 East Monroe Avenue 
Buckeye, Arizona 85326 
 
With a copy to: 
 K. Scott McCoy, City Attorney 
City of Buckeye 
530 East Monroe Avenue 
Buckeye, Arizona 85326 
 
(b) Owner: 
David Reischer 
PSC Buckeye, LLC 
23 Walker Avenue 
Baltimore, MD 21208 
 
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) days following such notice of such change. 
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.  The 
Parties agree to mutually waive trial by jury in any action, proceeding, claim, or counterclaim, 
whether in contract or tort, and at law or equity, arising out of or in connection with this 
Agreement.

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22. Amendment. Any amendment to this Agreement shall be in writing and signed by both Parties. 
 
23. Attorneys’ Fees. The prevailing Party in any litigation in connection with this Agreement shall 
be entitled to its attorneys’ fees and costs. 
 
24. Indemnity. Owner (and/or its successors or assigns) shall indemnify, defend and hold 
harmless the City and each council member, officer, official, employee or agent 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. 
 
25. Representations and Warranties. As of the date of the Effective Date, Owner represents and 
warrants that (i) it 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; (vi) 
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; and (vii) 
to the extent applicable under A.R.S. § 35-393.01, Owner certifies that it does not participate in, and 
agrees not to participate in, a boycott of Israel.  As of the Effective Date, the City represents and 
warrants that (i) the City is a municipal corporation organized and existing in the State of Arizona; 
(ii) it has the full power and authority to enter into this Agreement; (iii) its execution, delivery, and 
performance of this Agreement has been authorized by all necessary action on the part of the City; 
and (iv) this Agreement is the legal and binding obligation of the City, enforceable against the City 
in accordance with its terms.   
 
26. Signatures. The Parties have executed this Agreement on the date set forth below. 
 
[Signatures on following pages.]

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CITY OF BUCKEYE, ARIZONA 
an Arizona municipal corporation 
 
 
By  
 
     David B. Roderique, Interim City Manager 
 
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 David B. 
Roderique, Interim City Manager of the City of Buckeye, whose identity was proven to me on the basis 
of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed this 
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 
 
[Legal Description of the Property] 
 
 
 
Lot 1A, of the Minor Subdivision of Lot 1, Odyssey Institute, a subdivision according to the Plat of 
record in the Office of the County Recorder of Maricopa County, Arizona recorded in Book 1254 of 
Maps, Page 2.

EXHIBIT B 
 
[Description of Improvements and In-Lieu Cost Estimate] 
See following page(s).

EXHIBIT C 
[Depiction of Temporary Access Easement] 
See following page.

N89°26'17"W
436.73'
N00°26'05"E (BASIS OF BEARINGS)
550.00'
N00°26'05"E
5.31'
44.41'
N00°26'05"E
190.68'
N07°50'30"E
38.79'
N00°26'05"E
170.90'
N45°29'54"E
63.57'
S89°26'17"E
419.24'
S00°22'36"W
480.00'
2643.82'
T
T
TRANSFORMER
LOT 2, ODYSSEY INSTITUTE
BOOK 1145 MAPS, PAGE 37
ZONED: PR
LAND USE: N
APN 502-46-490
ODYSSEY PREPARATORY
ACADEMY, INC
APN 502-46-498
DESERT HILLS BAPTIST
CHURCH OF BUCKEYE INC
ELECTRIC
VAULT
TRANSFORMER
TRANSFORMER
COMMUNICATIONS
VAULT
BLOW-OFF
VALVE
N47°33'55"W
MCI COMM. BOX
LOT 1B, MINOR SUBDIVISION
OF ODYSSEY INSTITUTE LOT 1
BOOK 1254 MAPS, PAGE 2
ZONED: CC
LAND USE: N
WM
TRAFFIC
SIGNAL
CABINET
S VERRADO WAY
(POSTED SPEED LIMIT: 50 MPH)
AADT: 4,120
YUMA ROAD
(POSTED SPEED LIMIT: 45 MPH)
AADT: 10,983
15' REAR BSL
T
T
T
T
LAND USE: AC
SUNBELT LAND HOLDINGS L P
LAND USE: N
APN 504-21-928
CITY OF BUCKEYE
LAND USE: N
APN 504-21-927
PROP. 8' PUE
PROP. 8' PUE
PROP. 8' PUE
25' LANDSCAPE STRIP
25' LANDSCAPE STRIP
30' TRANSITION BUFFER
LOT 2
1.7263-AC
LOT 1
2.1644-AC
LOT 3
0.9700-AC
70'
100'
268'  TO ADJ. DRIVE
R3'
R3'
R3'
R10'
R10'
R25'
R25'
O ADJACENT DRIVE
R70'
ROW DED.
0.2554-AC
8'
R100'
R45'
R2'
R2'
R2'
R50'
R2'
R2'
R2'
132'
RI/RO
RI/RO
R50'
R3'
R70'
R70'
R70'
R10'
R15'
252'
261'
10'
26'
26'
20'
26'
30'
9'
14'
30'
10'
5'
8'
15'
10'
25'
64'
8'
85' PROPOSED ROW
6'
8'
20'
40'
10'
13'
66' C/L TO BOC
20'
65'
85' PROPOSED ROW
25'
26'
20'
17'
R70'
RI/RO
RI/RO
R35'
R35'
R35'
4-STORY SELF-STORAGE
SPRINKLERED
130,076-SF TOTAL
32,519-SF/FLOOR
885 UNITS
FF: 1,016.00'
10'
4'
5'
5'
10'
4'
R35'
R15'
6'
20'
20'
41'
27'
20'
20'
29'
50'
17'
29'
50'
R1'
R1'
R1'
R1'
R1'
R1'
43'
30' TEMPORARY CONSTRUCTION
EASEMENT - BOUNDARY FROM P/L
30' TEMPORARY CONSTRUCTION
EASEMENT - BOUNDARY FROM P/L
30' TEMPORARY CONSTRUCTION
EASEMENT - BOUNDARY FROM P/L
R5'
ALL CONSTRUCTION NOTES SHALL BE DOWN THE RIGHT
HAND SIDE OF PAGE.
CONSTRUCTION NOTES
REVISIONS
PLAN NAME
ENGINEER INFORMATION
COB PERMITTING
APPROVED SEAL
COB ENGINEERING
APPROVED SEAL
AS-BUILT SEAL
DESIGN SEAL
SUBMITTAL
COB PERMIT #
ORIGINAL PLAN DATE
LATEST REVISION DATE
PROJECT NUMBER
SHEET NUMBER
Contact Arizona 811 at least two full
working days before you begin excavation
Call 811 or click Arizona811.com
23-247
11/19/24
3RD SUBMITTAL
ENG-24-0318
CONTINEO GROUP
755 COMMERCE DRIVE
SUITE 700
DECATUR, GA 30030
(404) 556-7721
www.tcg.engineer
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FUTURE CONDITIONS PLAN
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