Festival Ranch DA 10.26.26.pdf

WHEN RECORDED, RETURN TO:
City of Buckeye
Attention: Summer Stewart, Interim City Clerk
530 East Monroe Avenue
Buckeye, Arizona 85326
DEVELOPMENT AGREEMENT
DATED NOVEMBER 3, 2026
BETWEEN
THE CITY OF BUCKEYE, ARIZONA
AND
FESTIVAL MARKETPLACE, LLC

DEVELOPMENT AGREEMENT
1. Date. The date of this Development Agreement (“Agreement”) is
November 3, 2026.
2. Parties. The parties to this Agreement are:
(a) CITY OF BUCKEYE
Attention: Doug Sandstrom, City Manager
530 East Monroe Avenue
Buckeye, Arizona 85326
(“City
(b) FESTIVAL MARKETPLACE, LLC
Attention: Robert Bassett
2415 East Camelback Rd., Suite 1070
Phoenix, Arizona 85016
(“Owner’’)
3. Background. The following is the background to this Agreement:
(a) Owner is the owner of certain real property generally located at the
northeast corner of Canyon Springs Blvd. and Sun Valley Parkway in the City of Buckeye,
consisting of approximately 15.18 acres (the “Land”). The Land is legally described on Exhibit
A, attached hereto and incorporated herein by reference.
(b) Owner intends to develop the Land to include a commercial component
anchored by a major grocery retailer, which grocery retailer shall comprise approximately 50,000
square feet (“Grocery Retail”). The grocery use is intended to serve as the commercial anchor
and to support the development of a complementary mix of retail, service, and dining
establishments, thereby providing a diverse range of commercial amenities within the Land
(“Project”).
(c) The City desires to facilitate the development of the Project and public
improvements in order to enhance the City’s commercial and retail development potential in the
area of the Land. The Project will: (4) increase the value of the Land for property tax purposes,
(ii) create new opportunities for employment in the City, (111) enhance retail transaction (sales) tax
collections in the City, and (iv) provide retail and services for the residents of the community
adjacent to and surrounding the Land. The value of constructing and operating the Project on the
Land has been analyzed through an economic and fiscal impact analysis performed by Elliot D.
Pollack & Company and set forth in a report dated August 2026. The City has determined, based
upon analysis by its economic development staff that the Project would not locate on the Land at
this time in the absence of this Agreement.
(d) In addition to the benefits and value received by the City as described in
Section 3(c) above, Owner will construct the regional public improvements set forth on the
attached Exhibit B and depicted on the attached Exhibit C (“Regional Improvements’).

(e) On September 15, 2026, the City Council adopted that certain document
entitled “Notice of Intent to Enter into an Economic Development Tax Incentive Agreement and
Findings of Fact” (“Notice of Intent’), attached hereto as Exhibit D, and incorporated herein by
this express reference. Included within the Notice of Intent were findings showing (1) that the
Project is anticipated to raise more revenue than the amount of the incentives set forth below within
the duration of this Agreement, and (ii) that in the absence of the tax incentives proposed in this
Agreement, the Project would not locate within the corporate boundaries of the City of Buckeye
in the same time, place, or manner as required by the Agreement (“Findings”). Clause (i) above
was independently verified by an independent third-party consultant, Elliot D. Pollack &
Company, in August 2026 (“Verification”). By executing this Agreement, Owner agrees and
affirms that: (1) Owner did not finance, or cause to be financed, the Verification; 11) Owner did not
have input into the selection of Elliot D. Pollack & Company for the purposes of the Verification;
and, (iii) the Project would not have located in the City at the same time, place or manner in the
absence of the tax incentives set forth in this Agreement.
(f) The City Council accepted the Findings on September 15, 2026, by a
unanimous affirmative vote adopting the Notice of Intent.
(g) Pursuant to Ariz. Rev. Stat. § 9-500.11, the City Council is authorized to
appropriate public funds to further employment opportunities and economic enhancement of the
City. Accordingly, the City Council has determined that it is in the best interests of the City to
reimburse a portion of the sales taxes generated and collected from the construction and operation
of the Project in order to facilitate the development of the Project on the Land and receive the
Regional Improvements to be constructed by Owner.
4, Agreement. For good and valuable consideration, including the benefits to the
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 & Regulations.
(a) 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 Land.
The City must be able to regulate the planning and development of the Land and the construction
and installation of improvements on the Land 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 Land.

6. Commencement and Completion of Construction.
(a) Owner agrees and understands that any reimbursement to Owner for the
Regional Improvements pursuant to the terms and conditions of this Agreement shall be solely
from a portion of the construction sales taxes and retail sales taxes generated and collected from
the construction and operation of the Project pursuant to the terms of this Agreement, and the City
is under no obligation to reimburse Owner for the Regional Improvements from any other source.
Owner agrees and understands that any such reimbursement is specifically conditioned upon
Owner constructing and completing the Regional Improvements and causing development and
operation of the Project on the Land in accordance with the terms and conditions of this
Agreement. In exchange for Owner receiving reimbursement from the City for the Regional
Improvements, Owner covenants and agrees that Owner shall commence construction of the
project and the Regional Improvements no later than June 30, 2027 (“Commencement Date’) and
construction and installation of the Regional Improvements shall be substantially completed by
Owner, all in accordance with City requirements and City-approved plans, no later than December
31, 2027 to facilitate the opening of the Grocery Retail by that date. For purposes of this
Agreement, the requirement to commence construction shall be satisfied by the issuance of a
Notice to Proceed to the selected contractor constructing the Regional Improvements. Substantial
Completion shall be deemed to occur upon City’s approval of the as-built plans for the Regional
Improvements.
(b) In the event Owner does not commence construction of the Regional
Improvements by the Commencement Date, this Agreement shall automatically terminate as to the
Land without the necessity of any notice, agreement or recording by and between the Parties. If
Owner commenced construction of the Regional Improvements by the Commencement Date, but
construction of the Regional Improvements is not Substantially Complete by December 31, 2027,
this Agreement shall automatically terminate as to the Land without the necessity of any notice,
agreement or recording by and between the parties. In the event of documented and valid business
reasons resulting in delays and the inability for Owner to meet the construction commencement
and completion dates and the Grocery Retail opening deadline of December 31, 2027, the City
Manager shall have the authority to administratively extend these deadlines for up to one (1)
additional year. The administrative extension will not be unreasonably withheld and any request
for an administrative extension shall not be unreasonably withheld, conditioned, or delayed. Valid
business reasons shall include, without limitation, a retailer-imposed blackout period that prevents
or delays the Grocery Retail from opening for business during a specified period or construction
of the Improvements has been materially advanced to completion such that completion is
imminent. Extensions beyond one (1) year shall require an amendment to this Agreement and the
approval of the City Council.
Ves Regional Improvements.
(a) Owner agrees to design, engineer, permit, construct and install the
Regional Improvements.
(b) The design, construction and installation of the Regional Improvements
and all other public infrastructure associated with the development of the Project shall be in
conformance with plans and specifications (the “Technical Specifications”) submitted to the

City for its review and approval in its sole and absolute discretion, and shall be subject to and in
compliance with the Laws and Regulations. Owner acknowledges and agrees that the Technical
Specifications may be modified by the City from time to time in order to comply with the Laws
and Regulations or to enhance operating efficiency. Any modification by the City to the
Technical Specifications shall not be applied retroactively to the Regional Improvements to the
extent the City has already granted approval based on prior Technical Specifications and Owner
has materially and substantially acted on such approval. Dedication of infrastructure or
construction of infrastructure within public rights-of-way or easements by the Owner shall not
constitute acceptance of the infrastructure or the Regional Improvements by the City or for
purposes of starting any warranty period. Acceptance of any and all infrastructure or Regional
Improvements 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 as
provided herein.
(c) Following completion of construction and installation of the Regional
Improvements by Owner (1) in accordance with City requirements and (11) the City’s approval
and acceptance of the Regional Improvements, Owner hereby grants to the City any necessary
access to the Regional Improvements that may be needed in order for the City to repair and/or
maintain the Regional Improvements.
(d) Owner represents and warrants that the Regional Improvements do not
include any costs in connection with construction of public infrastructure necessary to serve the
Land for which Owner is obligated to construct at its cost pursuant to City Code..
(e) Owner shall maintain and repair all Regional Improvements comprised of
streets, parkways, alleys, curbs, gutters, sidewalks and all appurtenances thereto at its expense, for
a period of two (2) years from the date the City accepts the Regional Improvements. Such
maintenance shall consist of all maintenance and repair actions reasonably required by customary
engineering industry standards for each item of Regional Improvement. Notwithstanding the
foregoing, Owner agrees to forever maintain all landscaping located within the public easements
and rights-of-way located on the Land and such obligation shall survive the termination or
expiration of this Agreement; provided, however, Owner may assign this obligation to one or more
property owners associations (“POA”) provided such POA is legally bound to such landscaping
maintenance obligation and has adequate financial ability, acceptable to the City, to bear such
obligation. Once the City has consented to the assignment of this obligation to a POA, Owner
shall be relieved of any further obligation to maintain the landscaping.
8. Reimbursement for Regional Improvements.
(a) Procurement Law and City Code. Owner represents and warrants that the
design, construction and installation of the Regional Improvements for which Owner will seek
reimbursement from the City pursuant to the terms and conditions of this Agreement shall be
publicly procured by Owner pursuant to A.R.S. Title 34, as amended, and in accordance with the
procurement code and policies of the City.
(b) Completion of Construction and Installation; Verified Costs. Owner shall,
within sixty (60) days of written acceptance of the Regional Improvements from 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 Regional Improvements; and (b) lien waivers and releases from contractors,
subcontractors, consultants and vendors for services, materials, equipment, supplies and
construction included in the Regional Improvements; 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 Regional
Improvements; 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 Regional Improvements. The City’s written, signed and dated
verification of the actual costs of construction of the Regional Improvements shall hereinafter
collectively be referred to as the (“Verified Costs’).
(c) Reimbursable Costs. Subject to the terms of this Agreement, including the
Verified Costs as described in Section 8(b) above, the City shall reimburse Owner for the Verified
Costs in an amount not to exceed One Million Four Hundred Fifty-Eight Thousand One Hundred
Thirty-Three and 88/100 Dollars ($1,458,133.88) (“Regional Improvement Reimbursement
Amount”), as reflected on Exhibit B. The individual line item amounts shown on Exhibit B are
estimates only and shall not constitute individual retmbursement limits. Owner may submit actual
reimbursement costs for Regional Improvements, notwithstanding variances among individual line
items, provided that the total reimbursement shall not exceed the Regional Improvement
Reimbursement Amount.
(d) Payment of Verified Costs. Subject to the terms and conditions of this
Agreement, including Owner’s performance and satisfaction of Owner’s obligations in Section 6
and Section 7 of this Agreement, the City will pay to Owner periodic payments on a quarterly basis
as set forth below to reimburse the Verified Costs from forty-nine (49%) of the new construction
sales and retail sales taxes generated by activities on the Land and actually received by the City
from the Arizona Department of Revenue, as defined in Section 8(f) below (“Eligible Sales Tax
Revenue”). The first quarterly payment shall be paid no later than sixty (60) days after the end of
the first calendar quarter following the Grocery Retail opening date; provided, however, that the
reimbursement of Verified Costs shall begin to accrue for the benefit of Owner upon the City's
receipt of any Eligible Sales Tax Revenue for subsequent disbursement to Owner as described in
this subsection 8(d). Subsequent quarterly payments will be made no later than sixty (60) days
after the end of each succeeding calendar quarter. Notwithstanding the termination of the City's
obligation to reimburse Verified Costs, the City shall remain obligated to pay, upon the next
occurring quarterly payment date, any amounts due to Owner that accrued prior to such
termination. Each quarterly payment will be delivered to Owner at the address set forth in Section
24 below, or as otherwise agreed to by Owner and the City. Once the City has issued the certificate ©
of occupancy for the Grocery Retail and/or any distinct structure on the Land, Owner shall provide
written notice to the City notifying the City that Owner, or a contractor on behalf of Owner, has
paid to ADOR its final payment of transaction privilege taxes for construction contracting
associated with the construction of the Project. Owner shall include with its written notice to the
City documentation evidencing payment of construction contracting transaction privilege taxes

associated with the construction of the Project and any other documentation reasonably requested
by the City to verify payment of such taxes associated with the Project.
(e) ADOR Reporting. Owner shall provide City with the name or names,
location code, and tax identification number(s) under which the businesses operating within the
Land are reporting to ADOR. Such information shall be provided to the City Finance Department
at the address set forth for the City in the Notice provisions of Section 24 of this Agreement.
Owner agrees to reasonably cooperate with the City to provide tax information, including
information considered confidential by the Arizona Department of Revenue, necessary to verify
Eligible Sales Tax Revenue under this Agreement. Owner acknowledges that any disclosure
requiring taxpayer consent is conditioned upon the completion of a consent to release tax
information by the applicable taxpayer.
(f) Definition of “Eligible Sales Tax Revenue.” “Eligible Sales Tax Revenue”
shall mean all unrestricted transaction privilege taxes validly imposed or levied by the City and
generated from the retail sales transactions of all businesses within the Land and not earmarked
for a contrary or inconsistent purposes. Eligible Sales Tax Revenue shall not include transaction
privilege tax revenues collected and paid over to the City by ADOR for any tax restricted as to its
use,
(g) NotaDebt. The obligations of the City under this Agreement 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 within the meaning of the Constitution of the State of
Arizona.
(h) Development Impact Fees. Development of real property within the City
of Buckeye including the Land is subject to impact fees as adopted by City Council, subject to
credits as allowed by law. No credit will be given for the Regional Improvements or for the
dedication of rights-of-way, easements, or other land normally required for public infrastructure.
9. Rights and Remedies. The parties shall be entitled to all rights and remedies
available at law and equity for breach of the provisions of this Agreement.
10. Conflicts of Interest. The parties acknowledge that this Agreement is subject to
cancellation pursuant to A.R.S. § 38-511, as amended.
11. 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
with the conveyance of any part of the Land.
12. Term of Agreement. This Agreement shall automatically terminate as to the Land
without the necessity of any notice, agreement or recording by and between the parties on that date
which is the later of (i) five (5) years from the Effective Date this Agreement, or (ii) the date that

the Verified Costs have been paid to Owner pursuant to the terms and conditions of this
Agreement.
13. No Agency or Partnership. Neither the 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 the 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. 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. Time is of the essence of this Agreement.
17. Benefit and Binding Effect; Assignment. The provisions of this Agreement are
binding upon and shall inure to the benefit of the parties; provided however, that Owner’s rights
and obligations hereunder may be assigned, in whole or in part, with the prior written consent of
the City, which consent shall not be unreasonably withheld. The assignment shall be made by a
written instrument recorded in the Official records of Maricopa County, Arizona, expressly
assigning such rights and obligations, and shall be signed by assignor and assignee with the City
Manager’s written consent. In the event of a complete or partial assignment by Owner, all or a
portion of Owner’s rights and obligations hereunder shall terminate effective upon the assumption
by Owner’s assignee of such rights and obligations. For purposes of Section 8(e) of this
Agreement, assignee shall provide to the City Finance Department, within ten (10) calendar days
of the assignment as consented to by the City, the name or names under which assignee is reporting
to ADOR.
18. Counterparts; Entire Agreement; Waiver of Claims. 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 supercedes 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. 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. §§ 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.
19. 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. 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 (as provided in Section 24 below) 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.
20. Dispute Resolution Remedies. The parties shall be limited to the remedies and
dispute resolution process set forth in Exhibit E and in this Section. Any dispute, controversy,
claim, or cause of action arising out of or relating to this Agreement shall be governed by Arizona
law. The Owner and the City agree that any award rendered by the arbitrator (as defined in
Exhibit E) pursuant to the provisions of Exhibit E shall be binding on both parties, and if either
party does not abide by the award rendered by the arbitrator, the provisions of Exhibit E shall
apply.

21. Lien Financing. Owner shall have the right at any time, and as often as it desires,
to finance the Land and to secure the financing with a lien or liens against the Land. Nothing
contained in this Section or this Agreement shall constitute a subordination of this Agreement to
any voluntary or involuntary obligation, tax, charge, assessment, encumbrance or other lien against
the Land.
22. Amendment. Any amendment to this Agreement shall be in writing and signed by
the Parties.
23. Section Titles. The Section titles in this Agreement are not part of this Agreement
and are for convenience only.
24. 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 transmitted by facsimile or two days after mailing by certified mail, return
receipt requested and postage prepaid, to the addresses set forth below:
(a) City City of Buckeye
Attention: Doug Sandstrom, City Manager
530 East Monroe Avenue
Buckeye, Arizona 85326
With a copy to: City of Buckeye
Attention: Tosca Henry, City Attorney
530 East Monroe Avenue
Buckeye, Arizona 85326
(b) Owner Festival Marketplace, LLC
Name: Robert Bassett
2415 East Camelback Road, Suite 170
Phoenix, Arizona 85016
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. 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.

25. Estoppel Certificate. Upon request by Owner, the City shall, within ten (10)
business days, respond and certify by written instrument to Owner that this Agreement is
unmodified and in full force and effect, or if there have been modifications, that the Agreement is
in full force and effect as modified, stating the nature and date of such modification. In the event
Owner has not received an estoppel certificate within ten (10) business days from the date of the
request, then in such event, Owner shall be entitled to prepare an estoppel certificate and deliver
the certificate to the City and such estoppel certificate shall be binding upon the City.
26. 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.
27. 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.
28. Attorneys Fees. The prevailing party in any litigation in connection with this
Agreement shall be entitled to its attorneys’ fees and costs.
29. 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.
30. 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.
31. Signature. The parties have executed this Agreement on the date set forth below.
[SIGNATURES ON FOLLOWING PAGES]
10

CITY OF BUCKEYE, ARIZONA
an Arizona municipal corporation
By
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, 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 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
11

OWNER:
FESTIVAL MARKETPLACE, LLC
an Arizona limited liability company
Son
Title: Authorized Signatory
STATE OF ARIZONA
COUNTY OF MARICOPA
On_ this are day of 2026, before me personally appeared
,
hatte E, Vedencpibe f Festival Marketplace, LLC, whose identity was
proven to me on the basis of satisfact evid ce to be the person who he or she claims to be, and
acknowledged that he/she signed this Development Agreement on behalf of Festival Marketplace,
LLC.
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)
TIFFANY JORDAN
Notary Public - State of Arizona Notary for the State of Arizona
MARICOPA COUNTY ee ee
Commission # 669074
Expires May 13, 2028
12

EXHIBIT A
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF BUCKEYE
AND
FESTIVAL MARKETPLACE, 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 A, OF FESTIVAL MARKETPLACE - PHASE ONE AMENDED LAND SPLIT, ACCORDING TO THE
SURVEY RECORDED IN BOOK 877 OF MAPS, PAGE 27, RECORDS OF MARICOPA COUNTY, ARIZONA;
EXCEPT ALL MINERALS, OIL, GAS AND GEOTHERMAL RESOURCES AS RESERVED BY THE UNITED
STATES OF AMERICA IN PATENT TO SAID LAND IN RECORDING 85-411086, RECORDS OF MARICOPA
COUNTY, ARIZONA.
EXCEPT COAL AND OTHER MINERALS AS RESERVED IN WARRANTY DEED RECORDED AUGUST 29,
1985 IN RECORDING NO. 85-411087, RECORDS OF MARICOPA COUNTY, ARIZONA.
EXCEPT A PARCEL OF LAND SITUATED WITHIN A PORTION OF THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 25, TOWNSHIP 4 NORTH, RANGE 4 WEST OF THE GILA
AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 25, MONUMENTED BY A BRASS
CAP IN HAND HOLE FROM WHICH THE WEST QUARTER CORNER OF SAID SECTION 25
BEARS AS THE BASIS OF BEARINGS, NORTH 89°35'45" WEST, 5280.14 FEET;
THENCE NORTH 89°35'45" WEST ALONG THE EAST-WEST MID-SECTION LINE OF SAID SECTION 25, A
DISTANCE OF 2227.99 FEET;
THENCE LEAVING SAID EAST-WEST MID-SECTION LINE, NORTH 00°24'15” EAST, 100.02 FEET TO THE
POINT OF BEGINNING;
THENCE NORTH 00°24'28" EAST, 42.61 FEET;
THENCE SOUTH 89°35'43" EAST, 140.96 FEET;
THENCE SOUTH 00°24'17" WEST, 42.61 FEET;
THENCE NORTH 89°35'43" WEST, 140.96 FEET TO THE POINT OF BEGINNING.

EXHIBIT B
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF BUCKEYE
AND
FESTIVAL MARKETPLACE, LLC
[Estimate of the Owners Cost]
See following page(s).

ENGINEER'S OPINION OF PROBABLE COSTS
PROJECT: Safeway Festlval Ranch
Offsite Improvements - Traffic Signal & Utllitles - DA Agreement Colliers En gineering
& Design
mus
Budget Dated: 08/18/2026
Unit
Description Unit Quantity Price Extension
Engineering/Plan Review/Permits/Constructlon Management and Testing Units Quantity Unit cost Cost
Survey and Construction Staking LS 1 7,194.00 7,194.00
|General Conditions LS 1 50,158.53 50,158.53
Material Testing LS 1 16,350.00 16,350.00
Erosion Control LS 41 3,270.00 3,270.00
|Traffic Control LS 1 29,430.00 29,430.00
Construction A i ion (CFD procurement, Contract) LS 1 30,411.00 30,411.00
Construction Management LS 1 8,175.00 8,175.00
Engineer of Record Services Ls 4 3,924.00 3,924.00
Subtotal $ 148,912.53
Traffic Signal - CSB & North Access Units | Quantity Unit cost Cost
Mast Arm (45°, 50° 55') EA 3 $ 19,000.00 | $ 57,000.00
Pole (Type R) EA 3 $ 25,500.00 | $ 76,500.00
Pole (Type A) EA 2 $ 3,000.00 | $ 6,000.00
Pole (Type G) EA 1 $ 7,500.00 | $ 7,500.00
Foundation EA 4 $ 7,500.00 | $ 30,000.00
Sign Panel EA 3 $ 200.00 | $ 600.00
Power Supply (Battery Backup) EA fl $ 19,105.00 | $ 19,105.00
[Traffic Signal Face (Type F + 2 Type Q Heads) EA 13 $ 1,250.00 | $ 16,250.00
|Traffic Signal Mounting Assembly (Type | & Il) EA 13 $ 800.00 | $ 10,400.00
Conductors EA 4 $ 30,500.00 | $ 30,500.00
Pull Box EA 4 $ 1,500.00 | $ 6,000.00
No. 8 Pull Box EA 1 $ 4,500.00 | $ 4,500.00
No. 9 ITS Box EA 1 $ 10,500.00 | $ 10,500.00
Control Cabinet + Foundation + Controller EA 1 $ 60,000.00 | $ 60,000.00
load Center Cabinet EA 1 $ 23,000.00 | $ 23,000.00
Electrical Conduits LF 800 $ 90.00 | $ 72,000.00
Pedestrian Push Buttons + Post and Foundation EA 4 $ 2,750.00 | $ 11,000.00
[Traffic Signal Face (pedestrian) EA 4 $ 1,000.00 | $ 4,000.00
ICCTV Field Equipment EA 2 $ 8,000.00 | $ 16,000.00
Luminaire + 20° Arm EA 4 $ 4,500.00 | $ 18,000.00
Illuminated Street Name Signs EA 3 $ 8,000.00 | $ 24,000.00
Pre-Emption System EA 1 $ 15,000.00 | $ 15,000.00
Meter Pedestal Cabinet EA z $ 7,000.00 | $ 7,000.00
Changeable Message Board EA-DAY 30 $ 31.00 | $ 930.00
Concrete Ramps EA 4 $ 5,500.00 | $ 22,000.00
Flashing Arrow Panel EA-DAY 30 $ 26.00 | $ 780.00
\Video Detection System EA 1 $ 48,000.00 | $ 48,000.00
IAPS Design and Conduit EA 1 $ 10,000.00 | $ 10,000.00
Mi Work LS 1 $ 16,500.00 | $ 16,500.00
||Force Account Work LS 1 1s 15,000.00 | $ 15,000.00
||Mobilization Ls 1 $ 87,000.00 | $ 87,000.00
[Subtotal $ 725,065.00
Traffic Signal - CSB & SVP New Head (Split Right Turn) Units | Quantity Unit cost Cost
[Traffic Signal Face (Type G) EA 1 $ 1,250.00 | $ 1,250.00
[Traffic Signal Mounting Assembly (Type III) EA 1 $ 800.00 | $ 800.00
Electrical Conduits LF 100 $ 42.00 | $ 4,200.00
Pole (Type A) EA 1 $ 3,000.00 | $ 3,000.00
Foundation EA 1 $ 2,300.00 | $ 2,300.00
Sign Panel EA 1 $ 200.00 | $ 200.00
Pull Box EA 1 $ 1,500.00 | $ 1,500.00
Subtotal $ 13,250.00

Utilities Units — | Quantity Unit cost Cost
12° Offsite Water Main Extention (SVP) LF 610 $ 95.00 | $ 57,950.00
8" Offsite Water Main Extention (SVP) LF 48 $ 80.00 | $ 3,840,00
5' Diameter Sewer Manhole EA 4 $ 33,000.00 | $ 33,000.00
Fire Hydrant EA 4 $ 10,250.00 | $ 10,250.00
Fire Hydrant Relocation EA 4 $ 2,000.00 } $ 2,000.00
falve Relocation EA 3 $ 500.00 | $ 1,500.00
412" x 8" Tee EA 1 $ 3,000.00 | $ 3,000.00
8" Valve Box & Cover EA 1 $ 2,500.00 | $ 2,500.00
12" Valve Box & Cover EA 1 $ 5,000.00 | $ §,000.00
Subtotal $ 119,040.00
Paving/Concrete Units | Quantity Unit cost Cost
Curb & Gutter LF 178 $ 50.00 | $ 8,900.00
Curb Removal LF 190 $ 25.00 | $ 4,750.00
Sidewalk SF 1,066 | $ 15.00 | $ 15,990.00
Concrete Ramps EA 1 $ 5,500.00 | $ 5,500.00
Offsite Concrete SY 143 $ 330.00 | $ 47,190.00
Pavement Sawcut sY 35 $ 32.80 | $ 1,148.00
Concrete Removal sy 136 $ 32.80 | $ 4,460.80
Subtotal $ 87,938.80
Subtotal - DA Offsite $ 4,094,206.33
Civil Design Fees OF 8.0% | $ 1,094,206.33 | $ 87,536.51
Lia. Insurance OF 41.0% | $ 1,094,206.33 | $ 10,942.06
lOverhead/Profit OF 6.1% | $ 1,094,206.33 | $ 66,746.59
Sales Tax OF 6.045% | $ 1,094,206.33 | $ 66,144.77
GRAND TOTAL $ 1,325,576.26
CONSTRUCTION COST $ 1,325,576.26
CONSTRUCTION COST CONTINGENCY (10%) $ 132,557.63
CONSTRUCTION COST TOTAL $ 1,458,133.88
NOTES:
The above is only an engineer's opinion of probable construction cost for the proposed site improvements. CED has no control over the
cost or availability of labor, equipment or materials, or over market conditions or the Contractor's method of pricing. CED makes no
warranty, express or implied, that the cost of the work will not vary from our opinion of probable cost.
JOSHUA
ROBINSON

EXHIBIT C
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF BUCKEYE
AND
FESTIVAL MARKETPLACE, LLC
[Depiction of Regional Improvements]

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8/17/2026 602.368.2436 270
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