Floreo Permanent Public Safety Facility Cost Sharing FINAL.pdf

WHEN RECORDED, RETURN TO:
City Clerk
City of Buckeye
530 East Monroe Avenue
Buckeye, Arizona 85326
FLOREO AT TERAVALIS
PERMANENT PUBLIC SAFETY FACILITY
COST SHARING AGREEMENT
THIS COST SHARING AGREEMENT ("Agreement") is entered into this _____ day of ______
2026 ("Effective Date"), by and between the CITY OF BUCKEYE, ARIZONA, an Arizona
municipal corporation ("City"), and TRILLIUM LAND COMPANY, LLC, a Delaware limited
liability company ("Master Developer"). The City and Master Developer are sometimes referred
to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. The City and Master Developer are Parties to that certain Floreo at Teravalis Development
Agreement dated April 1, 2025, recorded as Document No. 20250197318 in the Official
Records of Maricopa County, Arizona ("Development Agreement").
B. The Development Agreement requires Master Developer to design, construct, and
complete the Permanent Public Safety Facility (as defined in the Development Agreement),
which consists of a fire station with a police component.
C. Master Developer and the City have agreed that certain enhancements to the Permanent
Public Safety Facility, including battalion quarters ("Battalion Quarters") and a fourth
apparatus bay ("Fourth Bay"), will benefit both Parties and require a cost-sharing
arrangement.
D. Section 7.2(c) of the Development Agreement provides that the City shall procure all
necessary Fixtures, Furniture, and Equipment ("FFE") and Master Developer shall
reimburse the City for such costs not to exceed Two Hundred Fifty Thousand Dollars
($250,000.00).
E. The Parties desire to memorialize the terms of their cost-sharing arrangement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein
and in the Development Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
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AGREEMENT:
1. Incorporation of Recitals. The foregoing Recitals are hereby incorporated into and made
a part of this Agreement.
2. Defined Terms. All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Development Agreement.
3. Battalion Quarters and Fourth Bay Cost Sharing.
3.1 Master Developer shall design and construct the Battalion Quarters and Fourth Bay as
part of the Permanent Public Safety Facility.
3.2 The City shall reimburse Master Developer for the City's share of the costs associated
with the Battalion Quarters and Fourth Bay as set forth in Exhibit A, attached hereto
and incorporated herein by this reference. The estimated cost of the City’s share is
$1,508,717.00 as reflected in the third column of Exhibit A.
3.3 Master Developer shall provide the City with documentation of actual costs incurred
and copies of all change orders. If actual costs are less than estimated, reimbursement
shall be reduced accordingly. The City shall reimburse Master Developer for actual
costs exceeding the amounts set forth in Exhibit A by up to twenty percent (20%). If
Master Developer anticipates exceeding that threshold, Master Developer shall notify
the City at least twenty (20) days in advance, and the Parties shall meet and confer in
good faith regarding the scope of the improvements. The City may reduce or modify
the scope of the improvements to bring costs within the City's approved budget,
provided such modifications do not materially delay the project. Absent a scope
reduction agreed upon by the Parties, the City shall remain responsible for
reimbursement of actual costs incurred.
3.4 City reimbursement shall be due within sixty (60) days following Master Developer's
delivery of written invoices with supporting documentation to City.
3.5 Design and construction of the Battalion Quarters and Fourth Bay shall be subject to
the City Fire Department's review and approval, consistent with Section 7.2(b) of the
Development Agreement.
3.6 Construction has been bid in accordance with Title 34, Arizona Revised Statutes,
consistent with Section 7.2(a) of the Development Agreement.
4. FFE Reimbursement.
4.1 The City shall procure all necessary FFE. Consistent with Section 7.2(c) of the
Development Agreement, Master Developer shall reimburse the City for FFE costs in
an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) of FFE
costs for the Permanent Public Safety Facility. Approximately six (6) months prior to
anticipated commencement of operations, the City shall present written invoices to
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Master Developer for FFE costs, which invoices shall be paid no later than thirty (30)
days from the date thereof.
5. 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, labor or material shortage, or other
causes beyond such Party's reasonable control.
6. Notices. All notices, demands, and communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given if delivered
personally, sent by nationally recognized overnight courier, or sent by certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to the City:
City of Buckeye
Attn: City Manager
530 East Monroe Avenue
Buckeye, Arizona 85326
With a copy to:
Tosca Henry, City Attorney
City of Buckeye
530 East Monroe Avenue
Buckeye, Arizona 85326
Email: thenry@buckeyeaz.gov
If to Master Developer:
Trillium Land Company, LLC
4150 N. Drinkwater Boulevard, Suite 100
Scottsdale, Arizona 85251
Attn: Kate Kaminski, Vice President
Email: kate.kaminski@howardhughes.com
With a copy to:
The Howard Hughes Corporation
1240 Ala Moana Blvd.
Honolulu, Hawaii 96814
Email: david.major@howardhughes.com
And:
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William E. Lally
Tiffany & Bosco P.A.
1850 N. Central Avenue, 24th Floor
Phoenix, Arizona 85004
Email: wel@tblaw.com
Either Party may change its address for notices by giving written notice of such change to
the other Party in accordance with this Section.
7. Conflicts of Interest. This Agreement is subject to cancellation pursuant to A.R.S. § 38-
511, as amended.
8. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Arizona. Any litigation arising out of this Agreement shall be filed
and maintained in the Superior Court of Maricopa County, Arizona.
9. Attorneys' Fees. In the event of any litigation or arbitration arising out of this Agreement,
the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from
the non-prevailing Party.
10. Indemnity. Master Developer shall indemnify, defend, and hold harmless the City, its
officers, agents, and employees from and against any and all claims, damages, losses, and
expenses, including reasonable attorneys' fees, arising out of or resulting from Master
Developer's design and construction of the improvements contemplated by this Agreement,
except for those claims which have been adjudicated to be caused by the City’s gross
negligence or intentional misconduct.
11. No Agency or Partnership. Nothing contained in this Agreement shall be construed as
creating any agency, partnership, or joint venture relationship between the Parties. Neither
Party is authorized to act as agent for or to bind the other Party.
12. No Third-Party Beneficiary. This Agreement is entered into for the sole benefit of the
Parties and their successors and assigns. No third party shall be deemed a beneficiary of
this Agreement, and no third party shall have the right to enforce any provision hereof.
13. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the
remaining provisions shall continue in full force and effect. The Parties shall negotiate in
good faith to replace any invalid provision with a valid provision that most closely
approximates the intent of the original.
14. Time of Essence; Merger. Time is of the essence of this Agreement. This Agreement and
the Development Agreement constitute the entire agreement between the Parties regarding
the subject matter hereof and supersede all prior negotiations, representations, and
agreements relating thereto.
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15. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument.
Electronic or facsimile signatures shall be deemed to have the same force and effect as
original signatures.
16. Recording. The City shall record this Agreement with the Maricopa County Recorder.
17. Amendment. No change, modification, or amendment of this Agreement shall be valid or
binding upon the Parties unless such change, modification, or amendment is in writing and
executed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CITY:
CITY OF BUCKEYE, ARIZONA,
an Arizona municipal corporation
By: ___________________________________
Eric W. Orsborn, Mayor
Date: _________________________________
ATTEST:
___________________________________
Summer Stewart, Interim City Clerk
APPROVED AS TO FORM:
___________________________________
Tosca, G. Henry, City Attorney
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this _____ day of _______________,
2026, by Eric W. Orsborn, the Mayor of the City of Buckeye, Arizona, an Arizona municipal
corporation, on behalf of the City.
___________________________________
Notary Public
My Commission Expires: ________________
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EXHIBIT A
Battalion Quarters and Fourth Bay — Estimated Costs and City Reimbursement
[Provided on following page]
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Trillium Mgmt Dev Co - Buckeye FS #708
GMP#2 - October 22, 2026
CORE PROJECT NUMBER: 26-10-017
LOCATION: Buckeye, AZ
ARCHITECT: LEA Architects LLC
PROCUREMENT: CM@R
DURATION(mnths): 14
WARRANTY(yrs): 1
SITE ACREAGE: 2.7
SQUARE FOOTAGE: 17,663
BREAKOUTS
BO #3 Apparatus
# Description SUBCONTRACTOR Base Price BO #2 Base Bid
BO #1 Site Bay #4/BC
Building
Quarters
1 GENERAL REQUIREMENTS $257,739.00 $73,350 $161,811 $22,577
1 GR1 General Requirements $187,060.00 $46,782 $124,096 $16,181
1 MT Material Testing & Special Inspections Alta Environmental $63,209.00 $26,568 $30,245 $6,396
1 FC Final Clean Quality Bldg Maintenance $7,470.00 $0 $7,470 $0
1 DEMOLITION/ OFF-SITE INFRASTRUCTURE $0 $0 $0 $0
1 SITE WORK (ROUGH) $992,734.00 $983,108 $8,385 $1,241
1 6 Surveying & Staking Benchmark $40,666.00 $32,275 $7,150 $1,241
1 7 Earthwork & Paving Rummel Construction $512,525.00 $512,525 $0 $0
1 8 Site Utilities Midwest Contracting $357,558.00 $357,558 $0 $0
1 9 Drywells Torrent Resources $80,750.00 $80,750 $0 $0
1 11 Soil Treatment SOS Exterminating $1,235.00 $0 $1,235 $0
1 SITE WORK (FINISH) $1,168,078.75 $1,168,079 $0 $0
1 14 Site Signage & Striping Falcon Contracting $7,900.00 $7,900 $0 $0
1 15 Landscaping & Irrigation Gothic Landscape $180,705.00 $180,705 $0 $0
1 18 Fencing & Gates Adams Fence $120,375.00 $120,375 $0 $0
1 19 Site Concrete Harcon Concrete Inc $544,235.75 $544,236 $0 $0
1 20 Site Masonry Hobbs Masonry $239,348.00 $239,348 $0 $0
1 21 Flagpole Norcon Industries $10,765.00 $10,765 $0 $0
1 22 Shade Canopies Gort Metals $62,100.00 $62,100 $0 $0
1 24 Bike Racks CORE $2,650.00 $2,650 $0 $0
1 STRUCTURE $1,933,791.33 $19,427 $1,727,615 $186,749
1 27 Building Concrete Harcon Concrete $305,065.00 $0 $265,112 $39,953
1 28 Structural Masonry & ICF Hobbs Masonry $736,695.33 $0 $687,075 $49,620
1 30 Steel Package Castle Steel $859,531.00 $19,427 $742,928 $97,176
1 33 Rough Carpentry CMR Construction $32,500.00 $0 $32,500 $0
1 ENCLOSURE $1,631,808.00 $21,290 $1,457,939 $152,579
1 38 Insulation Sun Valley Insulators $21,527.00 $0 $19,391 $2,136
1 40 Curtain Wall, Storefront & Glazing Demers Glass $451,709.00 $0 $402,508 $49,201
1 41 Metal Roof & Wall Panels Progressive Roofing $729,955.00 $0 $665,220 $64,735
1 44 Waterproofing, Firestop & Joint Sealants MTN Inc $53,967.00 $21,290 $30,784 $1,893
1 47 Membrane Roofing & Roof Hatches Progressive Roofing $374,650.00 $0 $340,036 $34,614
1 INTERIOR FINISHES $1,816,937.00 $19,090 $1,563,169 $234,678
1 55 Millwork Maplewood Cabinetry $312,437.00 $0 $279,419 $33,018
1 56 HM Frames, Doors, & Hardware DH Pace $236,800.00 $0 $212,250 $24,550
1 57 Overhead Coiling Doors DH Pace $386,978.00 $0 $297,477 $89,501
1 59 Metal Studs, Drywall & FRP Aspen Construction $358,522.00 $0 $324,592 $33,930
1 61 Painting Aspen Interiors Inc $139,237.00 $19,090 $102,857 $17,290
1 62 Acoustical Ceilings Western Acoustics $150,101.00 $0 $145,391 $4,710
1 65 Tile, Resilient, & Polished Concrete Creative Design Flooring Inc $199,962.00 $0 $172,383 $27,579
1 68 Terrazzo Shower Bases - CIP GK2 Floor Prep $32,900.00 $0 $28,800 $4,100
1 SPECIALTIES $345,635.00 $188,408 $109,446 $47,781
1 71 Visual Display Surfaces IISI $7,595.00 $0 $6,386 $1,209
1 72 Window Shades Royal Textile Products $51,625.00 $0 $48,230 $3,395
DRAFT
1 73 Signage Package Grand Canyon $28,850.00 $0 $28,850 $0
1 75 Toilet Partitions & Accessories IISI $22,312.00 $0 $21,397 $915
1 77 Corner Guards Venus $1,260.00 $0 $1,218 $42
1 78 Fire Extinguishers & Cabinets Beach Products $3,845.00 $0 $3,365 $480
1 79 Lockers Norcon $41,740.00 $0 $0 $41,740
1 80 Fuel Island AZ Fuel Management $188,408.00 $188,408 $0 $0
1 EQUIPMENT $3,700.00 $0 $3,700 $0
1 84 Wall Mounted Foreman's Desk CORE $1,100.00 $0 $1,100 $0
1 87 Flammable Storage Cabinet at Workshop CORE $2,600.00 $0 $2,600 $0
1 MEP SYSTEMS $3,595,604.00 $284,617 $2,915,685 $395,302
1 97 Fire Sprinkler Systems Firetrol $94,746.00 $0 $94,746 $0
1 98 Plumbing Systems Iron Horse Companies $703,980.00 $0 $694,149 $9,831
1 99 HVAC Systems RKS Plumbing $964,800.00 $0 $726,300 $238,500
1 100 HVAC Controls Bosch $165,748.00 $0 $141,256 $24,492
1 101 Test & Balance Omega Test and Balance $12,205.00 $0 $10,402 $1,803
1 102 Electrical Systems Armstrong Service Electrical $1,579,806.00 $284,617 $1,178,843 $116,346
1 103 Fire Alarm Systems Pye Barker $74,319.00 $0 $69,989 $4,330
1 SPECIAL SYSTEMS $0.00 $0 $0 $0
1 CONTINGENCIES & ALLOWANCES $1,657,712.48 $594,805 $944,335 $118,572
1 4.0% Construction Contingency (Direct Cost Only) $14,017,812 $560,712.48 $140,230 $371,979 $48,504
1 0.0% Design Contingency $0.00 $0 $0 $0
1 0.0% Owner Contingency $0.00 $0 $0 $0
1 1.5% Escalation Allowance $250,000.00 $62,523 $165,851 $21,626
1 AL1 Allowance #1 - Unforeseen Circumstances $150,000.00 $37,514 $99,510 $12,976
1 AL2 Allowance #2 - Commissioning of MEP Systems $35,000.00 $0 $35,000 $0
1 AL3 Allowance #3 - Additional Parking / Traffic Signage $1,500.00 $375 $995 $130
1 AL4 Allowance #4 - Custom Vinyl Wall Covering $2,500.00 $625 $1,659 $216
1 AL5 Allowance #5 - Additional Interior Signage $1,000.00 $250 $663 $87
1 AL6 Allowance #6 - Door Hardware Allowance $5,000.00 $1,250 $3,317 $433
1 AL7 Allowance #7 - Monopole $127,000.00 $127,000 $0 $0
1 AL8 Allowance #8 - Structured Cabling, Security/Access Control $250,000.00 $62,523 $165,851 $21,626
1 AL8 Allowance #9 - Phoenix Fire Alerting System $150,000.00 $37,514 $99,510 $12,976
1 AL9 Allowance #10 - Primary Power Infrastructure $125,000.00 $125,000 $0 $0
GMP#2 Subtotal $13,403,739.56 $3,352,174 $8,892,085 $1,159,480
GMP#2 Subtotal (with General Conditions) $14,526,428.89 $3,632,950 $9,636,881 $1,256,598
GMP#2 Subtotal (with GC's & Insurance) $14,812,032.52 $3,704,377 $9,826,351 $1,281,304
GMP#2 Subtotal (with GC's, Insurance, & Tax) $15,759,817.34 $3,941,411 $10,455,115 $1,363,291
GMP#2 Subtotal (GC's, Insurance, Tax, & Fee) $16,626,607.30 $4,158,189 $11,030,146 $1,438,272
BO #3 Apparatus
BO #2 Base Bid
GMP #2 Subtotal Amount BO #1 Site Bay #4/BC
Building
Quarters
GMP#2 Subtotal $16,626,607.30 $4,158,189 $11,030,146 $1,438,272
GMP#1 Early Procurement $814,345.36 $70,444
GMP 1 & GMP 2 Combined Total $17,440,952.66 $1,508,717
$4,351,246.00 $10,897,082.00