Development Impact Fee Credit and Reimbursement Agreement (Farallon Sewer).pdf

WHEN RECORDED RETURN TO:
City of Buckeye
Summer Stewart, Interim City Clerk
530 East Monroe Avenue
Buckeye, Arizona 85326
DEVELOPMENT IMPACT FEE CREDIT AND REIMBURSEMENT AGREEMENT
(Farallon Sewer Line)
This Development Impact Fee Credit and Reimbursement Agreement (“Agreement”) is
made this day of , 2026 (the “Effective Date”) between the CITY
OF BUCKEYE, a municipal corporation (“City”) and D. R. HORTON, INC., a Delaware
corporation (“Horton”).
RECITALS
A. Buckeye City Code, Chapter 18, Section 18-11, authorizes development impact fee credits,
and the assignment thereof, subject to the provisions and requirements set forth therein.
B. Horton is the owner of the Farallon Property as legally described on Exhibit B and depicted
on Exhibit B-1, (the “Farallon Property” or “Farallon”). Horton owns the existing lots
described in that Development Agreement (Farallon) between Forestar (USA) Real Estate
Group Inc. (""Forestar") and the City dated February 21, 2023 and recorded in the Official
Records of Maricopa County as Document No. 2023- 0098075 on February 27, 2023 (the
Original
5	1	9	1	6	2	693	1695	246	43	94.981667	Agreement) and is the successor in interest to Forestar with respect to the
Original Agreement. This Agreement supersedes and replaces the Original Agreement only
with respect to the Farallon Offsite Sewer (as defined in Section 5(m) in the Original
Agreement). The remainder of the Original Agreement remains in full force and effect.
C. Horton has designed, constructed, and installed certain public sewer infrastructure
primarily consisting of offsite 18-inch and 24-inch vitrified clay pipe sewer line located
between Southern Avenue and Beloat Road and any related infrastructure. (collectively,
the “Wastewater Collections Facilities”). The Wastewater Collections Facilities are more
specifically identified and described on Exhibit A attached hereto and by this reference
incorporated herein. A map prepared by Horton’s engineer depicting the location of the
Wastewater Collections Facilities is attached hereto and incorporated as Exhibit A-1.
D. The Wastewater Collections Facilities are included in the City’s adopted Infrastructure
Improvements Plan (the “JIP”) and Fee Report as a component of the Wastewater
Collections Facilities for which a wastewater development impact fee has been assessed.
E. Subject to the terms and conditions of this Agreement, and the provisions of the Buckeye
City Code, Horton is eligible for a credit against the Wastewater Development Impact Fees
otherwise required to be paid for the Wastewater Collections Facilities as set forth in this
Agreement, which credit may be assigned, and reimbursement, as set forth in this
Agreement.

F, Horton 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 Farallon Property
by providing for the conditions, terms, restrictions and requirements for public
infrastructure and subsequent reimbursement.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein,
and for good and valuable consideration, the City and Horton agree as follows:
AGREEMENT
1. Recitals; Defined Terms. The Recitals set forth above are acknowledged by the parties to
be true and correct and are incorporated herein by this reference. Unless otherwise defined
in this Agreement, capitalized terms used in this Agreement shall have the same meaning
as set forth in Buckeye City Code, Chapter 18, Section 18-2.
2. Calculation of Credits. Credits shall be based on that portion of the costs for the
Wastewater Collections Facilities included in the City’s adopted IIP for which a
development fee has been assessed pursuant to the ITP. The credits allowed pursuant to this
Agreement and Buckeye City Code will be applicable to the components of the HP for the
Central Buckeye Wastewater Service Area.
3. Description of Development. Development of Farallon includes the development of 897
lots or units of residential development with a low to medium density dwelling use. Credit
against the Wastewater Collections Development Impact Fees for Farallon pursuant to this
Agreement will be applied to the 882 lots or units of residential development in accordance
with the terms and conditions of this Agreement.
4, Description of Wastewater Impact Fees. The IIP describes the Wastewater Facilities that
include the Wastewater Collections Facilities for Central Buckeye Wastewater Service
Area as Wastewater Collection. The associated fees for the Central Buckeye Wastewater
Service Area are as follows: The 2020 Wastewater Collection Line component is Six
Hundred Thirty Dollars ($630) per permit; the 2025 Wastewater Collection Line
component is Three thousand Seventy-Four and 21/100 Dollars ($3,074.21) per permit.
The wastewater impact fees for the Central Buckeye Wastewater Service Area are as
follows Six Hundred Thirty Dollars ($630) (“Wastewater Development Impact Fees”) for
301 building permits in Unit 3 and Three Thousand Seventy-Four and 21/100 Dollars
($3,074.21) (‘Wastewater Development Impact Fees”) for 301 permits in Unit 2 and 280
permits in Unit 1 within Farallon.
5. Total Amount of Credit; Calculations. The total amount of credit to be applied to the
Wastewater Development Impact Fees for Farallon, and the calculations for determining
the total amount of credit, are described and set forth on Exhibit C attached hereto (the
Credits”) and incorporated herein by reference, and shall be applied prorata to each lot or
unit of residential development at the time of the City's issuance of a building permit for
each lot or unit of residential development up to and including the City’s issuance of the
882nd building permit. Horton constructed and installed the Wastewater Collections
Facilities in accordance with the “Farallon Offsite Sewer” plans (ENG-20-10459), as
2.

approved by the City on 09/28/2023, and the “Farallon Unit 3 Wastewater Report” (ENG-
,
20-10430), as approved by the City on 11/07/2023, both of which were prepared by Coe &
Van Loo Consultants, copies of which are on file with the City Clerk of the City of
Buckeye. The Wastewater Collections Development Impact Fees for the lots or units of
residential development for Farallon total One Million Nine Hundred Seventy-Five
Thousand Seven Hundred Forty-Six Hundred and 01/100 Dollars ($1,975,746.01) as
described on Exhibit C attached hereto. The Credits shall run with the Farallon Property
and cannot be transferred. Horton has all rights to all of the Credits consistent with this
agreement for the development of the Farallon Property.
Reimbursement of Difference Between Credits and Verified Cost of Wastewater
Collection Facilities. Pursuant to Horton’s final construction cost, a copy of which is
attached hereto as Exhibit D, Horton acknowledges and agrees that the cost of the
construction and installation of the Wastewater Collections Facilities, as verified and
approved by the City Engineer, is Four Million Six Hundred Thirty Nine Thousand Two
Hundred Thirteen and 16/100 Dollars ($4,639,213.16) (the “Offsite Wastewater
Collections Facilities Construction Cost’). The difference between the Offsite Sewer
Facilities Construction Cost and the Credits totals Two Million Six Hundred Sixty-Three
Thousand Four Hundred Sixty-Seven and 15/100 Dollars ($2,663,467.15)
(“Reimbursement Amount”). The City Engineer has verified the Offsite Wastewater
Collections Facilities Construction Cost. Subject to the terms and conditions of this
Agreement, within sixty (60) days after the Effective Date of this Agreement, the City will
pay Owner the Reimbursement Amount.
City Approval of Design and Construction Plans. Horton has constructed and installed
the Wastewater Collections Facilities according to and in full compliance with the City’s
standards and specifications in effect at the time of construction and installation, and in full
compliance with the City-approved design and construction plans/reports for the
Wastewater Collections Facilities identified as “Farallon Offsite Sewer” plans (ENG-20-
10459), as approved by the City on 09/28/2023, and the “Farallon Unit 3 Wastewater
Report” , (ENG-20-10430), as approved by the City on 11/07/2023 (the “Approved Plans”)
as evidence by the Approval Letter. In addition, Horton complied with all applicable laws,
regulations, ordinances, and resolutions in effect at the time the Wastewater Collections
Facilities were constructed and installed. Horton acknowledges and agrees that
construction and installation of the Wastewater Collections Facilities are subject to
compliance with the requirements of Title 34, Arizona Revised Statutes, as amended, and
City code procurement requirements as a condition to receiving the Reimbursement
Amount.
Lien Waivers; Warranties for Wastewater Collections Facilities; Dedication and
Acceptance of Wastewater Collections Facilities. Horton expressly warrants that the
Wastewater Collections Facilities were constructed in substantial compliance with the
Approved Plans and free from all defects, liens, and other encumbrances. Horton shall
indemnify the City from all expenses and liability incurred by the City as a direct and
proximate cause of such defects, liens or other encumbrances brought to the attention of
the Horton during the two-year warranty period. A two-year warranty shall be provided for
the Wastewater Collections Facilities by Horton. Said warranty began on April 22, 2026.

Any deficiencies in material or workmanship identified by the City during the two-year
warranty period shall be brought to the attention of the Horton, who shall promptly remedy
such deficiencies to the satisfaction of the City. Deficiencies shall be sufficient grounds to
extend the warranty for an additional one-year period, and/or for the City to require
removal and reinstallation, or otherwise proper repair of that portion of the facilities that is
subject to deficiencies. In addition to the foregoing warranties, Horton shall assign to the
City all manufacturer warranties for all installed equipment, if any. Unless provided
otherwise in a written agreement between the City and Horton, this warranty and indemnity
shall terminate two (2) years after the City’s acceptance of the Wastewater Collections
Facilities. Upon completion of the Wastewater Collections Facilities, or any portion thereof
by Horton, Horton shall promptly dedicate and convey to the City, in accordance with City
requirements and at no cost to the City, such Wastewater Collections Facilities, lien and
debt free. The dedication of the Wastewater Collections Facilities shall not constitute
acceptance by the City; acceptance by the City shall be pursuant to City requirements
including that of Horton timely executing an acceptance and warranty letter from the City
Engineer containing the terms for warranty and acceptance of the Wastewater Collections
Facilities.
Appropriation. Except as otherwise provided in Paragraph 6, (i) the City is obligated only
to reimburse the Reimbursement Amount as may lawfully be made from funds
appropriated and budgeted for that purpose during the City's then current fiscal year, and
(il) 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. Except as otherwise provided in Paragraph 6, should the City elect
not to appropriate and budget funds to pay its obligations under this Agreement, the City
shall be relieved of any subsequent 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 Horton 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. Horton,
and any successors/assigns hereby waive any and all rights to bring any claim against the
City from or relating in any way to the City's non-appropriation pursuant to this Paragraph
9.
10. Term. This Agreement shall automatically terminate upon the earlier of the following
events: 1) the issuance of the 882nd building permit for lots within Farallon; or 2) ten (10)
years from the Effective Date.
11. Indemnification. Horton (and its successors or assigns), shall indemnify, defend and hold
harmless the City and each council member, officer, official or employee thereof (the City
and any such person being herein called an “Indemnified Party”), for, from and against any
and all third party losses, claims, damages, liabilities, costs and expenses (including
reasonable attorneys’ fees) to which any such Indemnified Party may become subject, at
law or in equity or otherwise (“Claims”), insofar as such Claims (or actions in respect
thereof) arise out of or are based upon any provisions of this Agreement, except for those
Claims caused by the City’s gross negligence or intentional misconduct. An Indemnified

Party shall, promptly after the receipt of written notice or actual knowledge of a Claim
against such Indemnified Party in respect of which indemnification may be sought against
Horton, notify Horton (as provided in Paragraph 18 below) in writing of such Claim,
provided that the failure of the Indemnified Party to give written notice of such Claim shall
not relieve Horton from its obligations under this Paragraph except to the extent that such
failure prejudices the defense of such action or proceeding by Horton. 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 Horton of the commencement thereof, Horton shall promptly assume the
defense thereof, with counsel satisfactory to such Indemnified Party and Horton. If Horton
promptly assumes the defense of any such Claim and pays all costs incurred in connection
therewith, Horton will not be liable to such Indemnified Party under this Paragraph for any
legal or other expenses incurred by such Indemnified Party separately in connection with
the defense thereof. If Horton does not promptly assume the defense of any such action
after written notice from the Indemnified Party, until Horton 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 Horton, and Horton 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.
Horton’s indemnity obligations under this Paragraph shall survive the execution and
delivery of this Agreement for two (2) years, and no Claim may be made for indemnity
after the applicable limitations period. The parties acknowledge that Claims relating to the
design, construction and installation of the Wastewater Facilities are governed by the Law
and Regulations, Acceptance Letter, and maintenance and warranty bond.
12. Assignment. This Agreement may not be assigned without the prior express written
consent of the City and in accordance with City Code requirements.
13. Entire Agreement. This Agreement constitutes the entire agreement between the City and
Horton with regard to the subject matter of this Agreement. All prior and/or
contemporaneous agreements, representations, negotiations and understandings of the City
and Horton, oral or written with regard to the subject matter of this Agreement, are hereby
superseded and merged herein.
14, No Third Party Beneficiaries. Except as to assignees and successors and subject to the
assignment requirements of Paragraph 12 above, no condition or provision of this
Agreement shall be intended to benefit any person, firm, organization, corporation or entity
not a Party hereto, and no such entity shall have a right or cause of action hereunder.
15, Modification and Waiver. No modification of, or amendment to, this Agreement shall be
effective unless in writing and signed by the parties hereto. Any waiver of any provision
of this Agreement shall not be effective except for the instance and in the circumstances
particularly specified therein, and unless in writing and signed by the party against whom
enforcement of the waiver is sought.
16. Governing Law. This Agreement is made and entered into in Maricopa County, Arizona.
This Agreement shall be construed, interpreted, and governed by the laws of the State of

Arizona.
17. Severability. In the event that any provision of this Agreement shall for any reason become
illegal or invalidated as against public policy, or shall be held by any court of competent
Jurisdiction to be illegal or invalidated as against public policy, the remaining provisions
of this Agreement shall remain in full force and effect to the fullest extent allowed by law
or practical application.
18. Notices. All notices, demands or other communications given hereunder shall be in writing
and shall be deemed to be properly delivered upon personal delivery, or, two (2) business
days after mailing by United States registered or certified mail, postage prepaid, return
receipt requested, or one (1) business day after deposit with a reputable overnight delivery
service for next business day delivery, when addressed as follows:
As to the City: City of Buckeye
530 East Monroe Avenue
Buckeye, Arizona 85326
Attention: Doug Sandstrom, City Manager
With a copy to: City of Buckeye
530 East Monroe Avenue
Buckeye, Arizona 85326
Attention: Tosca Henry, City Attorney
As to Owner: D. R. Horton, Inc.
1890 South Price Road, Suite 200
Chandler, Arizona 85286
Attention: Brent Davis
With copies to: D.R. Horton, Inc.
1890 South Price Road, Suite 200
Chandler, Arizona 85286
Attention: Dan Bonow
and
D. R. Horton, Inc.
7689 East Pinnacle Peak Road, Suite 200
Scottsdale, Arizona 85255
Attention: Elizabeth Kinney
and
Jay S. Kramer
Fennemore Craig, P.C.
2394 East Camelback Road, Suite 600
Phoenix, Arizona 85016-3429
-6-

Such notice shall be deemed effective upon receipt or refusal of said certified or registered
letter or personal delivery, containing such notice, properly addressed with postage
prepaid. Any party hereto may, at any time by giving five (5) calendar days written notice
to the other parties, designate any other address in substitution of the foregoing address to
which such notice shall be given.
19. Authority. Each party hereby warrants and represents that it has full power and authority
to enter into and perform this Agreement, and that the person signing on behalf of each has
been properly authorized and empowered to enter into this Agreement.
20. Cancellation. The parties acknowledge that this Agreement is subject to cancellation
pursuant to Section 38-511, Arizona Revised Statutes, as amended.
21. Counterpart Signatures. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same instrument.
[Signatures on the Following Page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date herein.
CITY:
CITY OF BUCKEYE, ARIZONA, an
Arizona municipal corporation
Doug Sandstrom, City Manager
ATTEST:
Summer Stewart, Interim City Clerk
APPROVED AS TO FORM:
Tosca Henry, City Attorney
STATE OF ARIZONA
COUNTY OF MARICOPA
On this day of , 2026, before me personally appeared Doug
Sandstrom, City Manager of the City of Buckeye, 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 Development Impact Fee Credit and 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

HORTON:
D. R. Horton, Inc.
a Delaware corporation
Name: Brent Davis
Title: Vice President
STATE OF ARIZONA )
) §§
County of Maricopa )
foregoing instrument was acknowledged before me, the undersigned Notary Public,
The
this bp day of $2 plenay 2026 by Brent Davis, the Vice President of D. R. Horton, Inc.,
on behalf thereof.
Nive
Vda
ae
GAIL R. SANDOVAL Public
Notary Public - State of Arizona
(Seal)
MARICOPA COUNTY
Commission # 669039
Expires July 14, 2028

LIST OF EXHIBITS
Exhibit A Description of Wastewater Collections Facilities
Exhibit A-1 Map Depicting Location of Wastewater Collections Facilities
Exhibit B Legal Description of Farallon Property
Exhibit B-1 Map Depicting Farallon Property
Exhibit C Total Amount of Wastewater Impact Fee Credits; Calculation
Exhibit D Total Amount of Reimbursement; Calculation
Exhibit E Installing Contractor’s Final Construction Cost of Wastewater Collections
Facilities

Exhibit A
[Description of Wastewater Collections Facilities]
Estimated quantities as specified in “Farallon Offsite Sewer” plans (ENG-20-10459) and the
“Farallon Unit 3 Wastewater Report” (ENG-20-10430), which include, but are not limited to,
approximately 1,663 lineal feet 18-inch VCP Sanitary Sewer from Baseline Road at Station 10+39
south to Station 26+83. 938 lineal feet of 24-inch VCP Sanitary Sewer from Station 26+83 south
to 265 feet north of MC 85/Monroe Avenue at Station 35+37. 240 lineal feet 42-inch steel casing.
160 lineal feet 48-inch steel casing. Eight polymer manholes.

Exhibit A-1
[Map Depicting Location of Wastewater Collections Facilities]
Farallon Unit 3 Wastewater Report ENG-20-10430-FARALLON OFFSITE SEWER LAYOUT
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4550 North 12th Street

Exhibit B
[Legal Description of Farallon Property]
Final Plat for Farallon
5	1	2	1	1	5	822	560	85	35	96.694489	Unit
5	1	2	1	1	6	929	561	10	34	82.787949	1
5	1	2	1	1	7	966	561	24	41	82.787949	, recorded in Book 906 of Maps, at Page 14, as Instrument No.
2007-0293020, Records of Maricopa County, Arizona.
Final Plat for Farallon
5	1	3	1	1	5	826	720	83	35	96.629379	Unit
5	1	3	1	1	6	927	721	52	40	95.091316	2, recorded in Book 906 of Maps, at Page 15, as Instrument No.
2007-0293021, Records of Maricopa County, Arizona.
Final Plat for Farallon
5	1	4	1	1	5	825	880	84	34	96.682167	Unit
5	1	4	1	1	6	928	880	50	41	95.990486	3, recorded in Book 906 of Maps, at Page 16, as Instrument No.
2007-0293022, Records of Maricopa County, Arizona.

Exhibit B-1
[Map Depicting Farallon Property]
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Exhibit C
[Total Amount of Wastewater Development Impact Fee Credits; Calculation]
1) The credit amount to be applied to each lot within unit 3 of residential development within
Farallon for each of the 301 residential building permits will equal the amount of the
Central Buckeye Wastewater development impact fees of $630.00 for a one-inch meter.
The credit amount to be applied to each lot within units 2 and | of residential development
within Farallon for each of the 581 residential building permits will equal the amount of
the Central Buckeye Wastewater development impact fees of $3,074.21 for a one-inch
meter.
2) The total maximum amount of Wastewater development impact fee credit to be applied to
Farallon pursuant to this Agreement, and the calculations for determining the total amount
of credit are as follows:
Per Section 4: Wastewater Development Impact Fees in Unit 3 per residential low to
medium residential dwelling unit = $630.00
Per Section 4: Unit 3 301 building permits
Per Section 4: Wastewater Development Impact Fees in Unit | and 2 per residential low to
medium per residential dwelling unit = $3,074.21
Per Section 4: Unit 1 280 building permits
Per Section 4: Unit 2 301 building permits
The total Credit is calculated as follows:
The number of building permits multiplied by the amount of the Wastewater Development
Impact Fees.
301*630=$189,630.00
280*3074.21=$860,778.80
301*3074.21=$925,337.21
$189,630.00+$860,778.80+$925,337.21 = $1,975,746.01
Total Amount of Wastewater Impact Fee Credits = $1,975,746.01

Exhibit D
[Total Amount of Reimbursement; Calculation]
Per Section 6 Total verified costs as approved by City Engineer= $4,639,213.16
Per Section 4 and Exhibit C total Development impact fees collects= $1,975,746.01
Reimbursement subject to the difference between verified costs and total development impact fees
$4,639,213.16-$1,975,746.01 = $2,663,467.15
Total Amount of Reimbursement = $2,663,467.15

Exhibit E
[Installing Contractor's Final Construction cost of Wastewater Collections Facilities]
The final approved cost for construction of the eligible portion of the Farallon Offsite Sewer is
$4,639,213.16. This includes the construction cost of $4,148,490.08, change orders 1-6 totaling
$474,018.93, and permitting costs of $16,704.15.