Attachment A - Resolution No. 2026-2531 with Exhibit

Resolution No. 2026-2531 
Page 1 of 2 
RESOLUTION NO. 2026-2531 
… 
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF GOODYEAR, MARICOPA
COUNTY, 
ARIZONA, 
APPROVING 
THE 
DEVELOPMENT 
AGREEMENT 
FOR 
REIMBURSEMENT OF TRAFFIC SIGNAL IMPROVEMENTS. 
… 
WHEREAS, Estrella North LLC, a Delaware limited liability company, (“Owner”) owns 
approximately 12.82 acres of land adjacent to the west boundary of Estrella Parkway and adjacent 
to the east side of North Lake, in the City of Goodyear (the "Property''); 
WHEREAS, Owner intends to convey the Property or a portion thereof to CBDG Goodyear LLC, 
an Arizona limited liability company (“Developer”); 
WHEREAS, Developer intends to develop or cause to be developed, over time in two or more 
phases, an integrated, high-quality mixed-use project anchored by a specialty grocery store and 
containing other complementary retail and commercial uses on the Property (the "Project''); 
WHEREAS, the city acknowledges that development of the Project will generate substantial 
benefits to the city and will generate substantial transaction privilege tax and similar revenues for 
the city; 
WHEREAS, the city agrees to reimburse certain costs related to the design and construction of a 
traffic signal and related improvements located at the entrance to the Project;  
WHEREAS, the city agrees to reimburse an amount no greater than one million dollars 
($1,000,000.00) for the traffic signal and related improvements; 
WHEREAS, prior to the city making any reimbursement payments certain conditions to 
reimbursement must be satisfied which include the execution of a long-term lease with specialty 
grocery store as defined in the Agreement;  
WHEREAS, the city, Owner and Developer intend for the Development Agreement for 
Reimbursement of Traffic Signal Improvements to be a development agreement within the
meaning of A.R.S. § 9-500.05; and 
WHEREAS, the city has determined that development of the Project will result in a net increase 
or retention of jobs in the city, add to the city's tax base and otherwise improve or enhance the 
economic welfare and quality of life of the residents and businesses of the city. 
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF 
GOODYEAR, MARICOPA COUNTY, ARIZONA, AS FOLLOWS: 
SECTION 1. 
The Mayor and Council of the city of Goodyear find the approval of the 
Development Agreement for Reimbursement of Traffic Signal Improvements, a
copy of which is attached hereto as Exhibit 1 and incorporated herein by this
reference, to be in the best interest of the city of Goodyear and hereby approve
the Development Agreement for Reimbursement of Traffic Signal Improvements.

Resolution No. 2026-2531 
Page 2 of 2 
SECTION 2. 
The City Manager or designee is hereby authorized and directed to execute the
Development Agreement for Reimbursement of Traffic Signal Improvements
attached hereto as Exhibit 1. 
SECTION 3. 
The City Manager or designee is hereby authorized and directed to take any and
all actions and to execute all the documents necessary to carry out the intent of 
this Resolution and the terms of the Development Agreement for 
Reimbursement of Traffic Signal Improvements. 
SECTION 4. 
The City Attorney or his designee is hereby authorized to make non-substantive 
changes to the form of the Development Agreement for Reimbursement of 
Traffic Signal Improvements attached hereto as Exhibit 1 prior to its execution. 
SECTION 5. 
Resolution 2026-2531 shall be effective as provided by law. 
PASSED AND ADOPTED by the Mayor and Council of the City of Goodyear, Maricopa County, 
Arizona, by a ______ vote, this 6th day of July, 2026. 
____________________________________ 
Joe Pizzillo, Mayor 
Date: ______________________________ 
ATTEST: 
APPROVED AS TO FORM: 
______________________________ 
______________________________ 
Jasmine Pernicano, City Clerk 
Roric Massey, City Attorney

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WHEN RECORDED, RETURN TO: 
City of Goodyear, Arizona  
Office of the City Clerk  
1900 North Civic Square 
 Goodyear, Arizona 85395 
DEVELOPMENT AGREEMENT FOR REIMBURSEMENT 
OF TRAFFIC SIGNAL IMPROVEMENTS 
THIS DEVELOPMENT AGREEMENT FOR REIMBURSEMENT OF TRAFFIC SIGNAL 
IMPROVEMENTS (this "Agreement") is made by and among CITY OF GOODYEAR, an 
Arizona municipal corporation ("City"), ESTRELLA NORTH LLC, a Delaware limited liability 
company ("Owner"), and CBDG GOODYEAR LLC, an Arizona limited liability company 
(“Developer”). The City, Owner and Developer are referred to herein collectively as the "Parties" 
and individually as a "Party." 
RECITALS: 
A. WHEREAS, Owner is the owner of approximately 12.82 acres of land adjacent to the west
boundary of Estrella Parkway and adjacent to the east side of North Lake, in the City of Goodyear, 
as further legally described in EXHIBIT 1 attached hereto and made a part hereof by this reference 
(the "Property''), on which it intends to develop or cause to be developed, over time and in two or 
more phases, an integrated, high-quality mixed-use project anchored by a specialty grocery store 
and containing other complementary retail and commercial uses (the "Project''). 
B. WHEREAS, Owner is under contract to sell to Developer the portion of the Property upon
which the Minimum Retail Improvements (as defined in this Agreement) will be developed. 
C. WHEREAS, the City and Owner acknowledge that development of the Project will
generate substantial economic benefits to the City and will generate substantial transaction 
privilege tax and similar revenues for the City, which revenues would not be generated without 
the development of the Project, or which revenues will exceed revenues that would be generated 
by alternative uses of the Property. 
D. WHEREAS, the City Council is of the opinion, and the City has determined, that
development of the Project: (i) will result in a net increase or retention of jobs in the City; (ii) will 
add to the City's tax base; (iii) will otherwise improve or enhance the economic welfare and quality 
of life of the residents and businesses of the City; (iv) would not otherwise occur in the City without 
the incentives provided herein; (v) will drive additional development in the vicinity of the Project; 
(vi) demonstrates the potential to generate significant revenues and other benefits to the City,
which is of such significance that the City desires to encourage and facilitate its development and
construction; and (vii) will enable the construction and dedication to the City of desirable public
infrastructure improvements.
EXHIBIT 1

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E. WHEREAS, the Parties acknowledge that development of the Project pursuant to this 
Agreement requires construction and dedication to the City of the “Road Improvements” (as 
defined in this Agreement), and that the Road Improvements will benefit and facilitate desired 
development within the Property as well as within the neighboring community. 
 
F. WHEREAS, in consideration of Owner and/or Developer doing all of the following, as 
further provided herein: (i) dedicating and/or causing to be dedicated certain rights-of-way needed 
for particular Road Improvements; (ii) completing, or causing to be completed, the Road 
Improvements; (iii) developing, or causing to be developed, the Minimum Retail Improvements; 
and (iv) otherwise complying with the terms of this Agreement and applicable development 
regulations, the City agrees to reimburse Owner and/or Developer for certain “Eligible Costs” (as 
defined in this Agreement) related to design and construction of particular Road Improvements. 
 
G. WHEREAS, the Parties now desire to enter into this Agreement in order to set forth the 
terms for development of the Project and the Road Improvements and the City's related 
reimbursement obligations. 
 
H. WHEREAS, the Parties understand and acknowledge that this Agreement is a 
"Development Agreement" within the meaning of, and entered into pursuant to the terms of, A.R.S. 
§ 9-500.05, and that the terms of this Agreement shall constitute covenants running with the 
Property as more fully described in this Agreement. 
 
 
AGREEMENT: 
NOW, THEREFORE, in consideration of the covenants herein and of the benefits to be 
provided hereunder, the Parties agree as follows: 
1. 
Incorporation of Recitals. The Parties hereby adopt and incorporate the Recitals 
stated above as agreements herein, the same as though fully set forth herein in their entirety. 
2.  
Definitions. Certain capitalized terms not defined in the foregoing Recitals or 
elsewhere in this Agreement are defined as follows: 
2.1. 
"Acceptance of the Road Improvements," or derivations thereof, means 
the date the City Engineer issued a letter stating the City Engineer has accepted the Road 
Improvements constructed pursuant to the Approved Plans following the dedication of the 
right-of-way required therefor in accordance with the terms of Section 4.3. Acceptance of 
the Road Improvements is subject to the warranty obligations required by Section 4.7. 
2.2. 
"Affiliate" means, as applied to any person or business entity, any person 
or business entity directly or indirectly controlling, controlled by, or under common control 
with, that person or business entity. 
2.3. 
"Agreement" means this Development Agreement for Reimbursement of 
Traffic Signal Improvements, which is a development agreement pursuant to A.R.S. 
Section 9-500.05.

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2.4. 
"Approved Plans” means plans and specifications for construction of the 
Road Improvements as approved by the City Engineer. 
2.5. 
"City Engineer" means the City of Goodyear City Engineer and any 
designee identified by the City Engineer, the City of Goodyear City Manager (the "City 
Manager"), and/or a Deputy City Manager to perform any duty or task assigned to the City 
Engineer. 
2.6. 
"Constructing Party" means either the Owner or the Developer, whichever 
party constructs or causes to be constructed the Traffic Signal Improvements. 
2.7. 
“Effective Date” is defined in Section 3.1. 
2.8. 
"Eligible Costs" means the actual costs, expenses, and fees that have been 
paid by a Constructing Party to contractors, construction managers, architects, engineers, 
surveyors, consultants, governmental agencies, and other Third Parties for studies, reports, 
tests, inspections, reviews, materials, labor, design, engineering, surveying, site excavation 
and preparation, grading, drainage, removal, relocation, and replacement of utility facilities 
and improvements, governmental permits and fees, payment and performance bonds and/or 
other bonds, insurance premiums, and all other costs and expenses that are reasonably and 
solely necessary for the design and construction of the Traffic Signal Improvements. 
2.9  
"Final Completion" means (i) the Grocery Building has been issued a final 
certificate of occupancy or temporary certificate of occupancy by the City and the balance 
of the Minimum Retail Improvements have been issued a final certificate of completion, 
and (ii) Acceptance of Road Improvements. 
2.10. “Grocery Building” means the building to be constructed by Developer as 
depicted on the Project Site Plan to house the Specialty Grocer. 
2.11. "Maximum Reimbursement Amount" means an amount no greater than 
one million dollars ($1,000,000.00).  
2.12. "Minimum Retail Improvements” means the Grocery Building and Shops 
A adjacent to the Grocery Building as shown in the Project Site Plan (together containing 
approximately 32,229 square feet of building area), together with parking and other on-site 
improvements necessary to achieve Final Completion, all as shown on the Project Site Plan 
attached hereto as EXHIBIT 2. 
2.13. "Project” means as defined in Recital A.  
2.14. “Project Site Plan” means the conceptual site plan for the Project attached 
hereto as EXHIBIT 2. 
2.15. "Property" means as defined in Recital A. 
2.16. "Reimbursement Payments" means the payment by the City of Eligible 
Costs up to the Maximum Reimbursement Amount.

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2.17. "Road Improvements" means the Traffic Signal Improvements and other 
improvements to Estrella Parkway as generally described in EXHIBIT 3 and as further 
generally depicted in EXHIBIT 3-A. 
2.18. "Specialty Grocer" means a smaller-format grocer that (i) customarily 
operates stores containing between 20,000 and 35,000 square feet of gross floor area, (ii) 
derives a substantial portion of its sales from primarily offering a curated selection of fresh 
produce, natural and organic foods, bulk items, health‑focused products, and specialty 
culinary goods, (iii) operates more than 400 retail stores in the United States and (iv) has a 
principal corporate office or headquarters in the state of Arizona. The stores emphasize 
fresh‑food merchandising, limited general merchandise, unique product offerings, and a 
focused shopping experience distinct from full-line supermarkets. An example of a 
Specialty Grocer includes Sprouts Farmers Market. 
2.19. “Traffic Signal Improvements” means a 3-way traffic signal and related 
improvements and technology (including ITS infrastructure) to be constructed in 
accordance with Approved Plans at the location depicted in EXHIBIT 3-A. 
2.20. "Term" means the duration of this Agreement as described in Section 3. 
2.21. "Third Party" or "Third Parties" means any individual(s) or business 
entity(ies), other than a Party or an Affiliate of a Party. 
3. 
Term of Agreement. 
3.1. 
Effective Date. This Agreement shall take effect upon the recordation of 
this Agreement in the official records of the Maricopa County Recorder, such date being 
the "Effective Date". 
3.2. 
Expiration. This Agreement shall expire after the obligations of the Parties 
have been fully satisfied, but in no event later than six (6) years following the Effective 
Date. If the Constructing Party has not commenced construction of the Road Improvements 
and the Minimum Retail Improvements on or before the date that is eighteen (18) months 
following the Effective Date, this Agreement shall automatically terminate. 
4.  
Owner’s Obligations.  
4.1. 
Preliminary Cost Estimate. At least thirty (30) days prior to commencement 
of construction of the Road Improvements, the Constructing Party shall submit to the City 
Engineer a preliminary estimate of the costs of the design and construction of the Traffic 
Signal Improvements (the “Preliminary Cost Estimate”). The Preliminary Cost Estimate 
shall be prepared by a licensed engineer or construction consultant and shall include 
estimates of the design and construction for the Traffic Signal Improvements. The City 
Engineer shall review the Preliminary Cost Estimate and either approve or provide any 
objections to the estimated costs within ten (10) business days following the date the 
Preliminary Cost Estimate is received by the City Engineer. The Constructing Party and 
the City Engineer shall meet to discuss any objections of the City Engineer and shall use 
good faith efforts to reach an agreement on the Preliminary Cost Estimate.

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4.2. 
Construction of Road Improvements. The Constructing Party shall design 
and construct and/or shall cause Third Parties to design and construct the Road 
Improvements as described in EXHIBIT 3 at the Constructing Party’s cost, subject to the 
terms of, and the reimbursement provisions provided in, this Agreement.   
4.3. 
Dedication at No Cost. Owner and/or Developer will dedicate to the City 
such portions of the Property as are necessary for the ownership, operation, maintenance, 
repair and replacement of the Road Improvements, such dedication to be at no cost to the 
City and free and clear of all liens and encumbrances except as approved by the City 
Engineer. 
4.4. 
Development Regulations. The Road Improvements shall be designed as 
required by EXHIBIT 3 and EXHIBIT 3-A and constructed in accordance with the 
Approved Plans. The Constructing Party will comply, or will require all Third Parties 
designing and/or constructing the Road Improvements to comply, with all applicable laws, 
codes, ordinances, rules, regulations, standards, guidelines, conditions of approval, and the 
like governing the construction and dedication of the Road Improvements, as they may be 
amended from time to time (the "Development Regulations"). Development Regulations 
include, by way of example but not limitation: the Building Codes and Regulations, the 
Subdivision Regulations adopted by the City of Goodyear, the City's Zoning Ordinance, 
the City of Goodyear's Design Guidelines Standards, the City of Goodyear Engineering 
Design Standards and Policies as they all may be adopted and amended from time to time; 
ordinances rezoning the Property, including stipulations and conditions of approval 
thereto; and conditions of approvals of approved preliminary and final plats and/or site 
plans for the Property. The City Engineer, in the sole discretion of the City Engineer, may 
waive requirements in the Development Regulations if the City Engineer determines, to 
the City Engineer's satisfaction, that there is good cause for the waiver, the alternative 
materials, design, or method of construction proposed meets the intent of the standard being 
waived and will not result in any increase in costs to the City such as, but not limited to, 
increased costs because the life of the alternative materials is shorter than what is required 
in the standards, or the alternative construction method will result in the need for more 
frequent repairs or replacement. 
4.5. 
Title 34. The Constructing Party shall comply, or will require any 
constructing Third Parties to comply, with all applicable state, county, and City laws 
governing the procurement of services related to the design, installation, and/or 
construction of the Traffic Signal  Improvements for which reimbursement is sought, 
including but not limited to the public bidding requirements of Arizona Revised Statutes 
(A.R.S.) Title 34. The Constructing Party shall not be eligible to receive any 
Reimbursement Payments unless and until the Constructing Party has, or any constructing 
Third Parties have, provided to the City Engineer all documentation reasonably requested 
by the City Engineer to demonstrate compliance with A.R.S. Title 34 as to the Traffic 
Signal Improvements. 
4.6. 
Reimbursement Documentation. The Constructing Party shall not be 
eligible to receive any Reimbursement Payments unless and until the Constructing Party 
has provided or has caused to be provided to the City Engineer all documentation

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reasonably requested by the City Engineer to demonstrate compliance with A.R.S. Title 34 
as set forth in Section 4.5 above, and evidence that the Eligible Costs have been paid by 
the Constructing Party and/or Third Parties, and that unconditional lien releases for 
construction work corresponding to such Eligible Costs have been obtained from all 
contractors and subcontractors that have performed such work on the Traffic Signal 
Improvements and that have filed valid preliminary 20-day lien notices (each submittal, a 
"Reimbursement Package").  
4.7. 
Warranty. The Constructing Party shall provide, or shall cause a 
constructing Third Party to provide, a warranty for any Road Improvements warranting 
against defective workmanship and/or materials that lasts for two (2) years starting on the 
date of Acceptance of the Road Improvements. 
4.8. 
Condition of Reimbursement. Neither Owner nor Developer is obligated by 
this Agreement to develop or construct, or cause to be developed or constructed, all or any 
portion of the Project or the Road Improvements; provided, however, the City's 
reimbursement obligations under Section 5 are conditioned on the timely satisfaction of 
the following conditions (collectively the “Reimbursement Conditions”):  
(a) 
Developer shall have closed its purchase of the Property or portion thereof on or 
 
before the first anniversary of the Effective Date. 
(b) 
The Constructing Party shall have commenced construction of the Minimum Retail 
Improvements and the Road Improvements not later than eighteen (18) months after 
the Effective Date. 
(c) 
Developer shall have procured an executed lease with a Specialty Grocer (or its 
Affiliate) for a base term of not less than ten (10) years. The lease must obligate 
Developer to construct and deliver the Grocery Building in accordance with plans 
and specifications approved by the Specialty Grocer and must include the Specialty 
Grocer’s covenant to open to the public, fully staffed, stocked and fixturized. 
5. 
City's Obligations. 
5.1. 
Reimbursement Obligation. In consideration for the construction and 
dedication to the City of the Road Improvements and otherwise satisfying the terms and 
conditions of this Agreement, the City shall, subject to the terms and conditions in this 
Agreement, reimburse the Constructing Party its Eligible Costs, as approved by the City 
pursuant to the terms of Section 4.6 above and Section 5.2 below, up to the applicable 
Maximum Reimbursement Amount. 
5.2. 
Reimbursement Payment Approval. Each Reimbursement Payment shall be 
reviewed within fourteen (14) days following submittal of a complete Reimbursement 
Package in accordance with Section 4.6. Reimbursement Packages shall not be submitted 
by the Constructing Party more frequently than once per thirty (30) days. The amount of 
the Eligible Costs must be approved by the City Engineer prior to the City making 
Reimbursement Payment of such Eligible Costs to the Constructing Party. The City 
Engineer shall promptly review each Reimbursement Package and notify the Constructing

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Party of its approval or disapproval thereof. Each Reimbursement Payment shall be due 
and payable within thirty (30) days following the City Engineer’s approval of a complete 
Reimbursement Package. If the City Engineer does not approve the actual costs, expenses, 
and fees that have been paid by the Constructing Party, or any portion thereof (such portion, 
the "Disputed Portion"), within fourteen (14) days of the City Engineer's receipt of a 
Reimbursement Package, the Constructing Party and the City Engineer shall thereafter use 
good faith efforts to reach an agreement on the Eligible Costs or the Disputed Portion, as 
applicable. 
5.3. 
Reimbursement Payments. Subject to Section 5.2 above and satisfaction of 
the Reimbursement Conditions, City shall be obligated to reimburse up to Five Hundred 
Thousand Dollars ($500,000.00) of Eligible Costs after Developer obtains building permits 
and initiates construction of both the Road Improvements and the Minimum Retail 
Improvements. Subject to satisfaction of the Reimbursement Conditions, City shall be 
obligated to reimburse Eligible Costs in excess of Five Hundred Thousand Dollars 
($500,000) up to the Maximum Reimbursement Amount upon Final Completion. 
5.4. 
Reimbursements to Constructing Party. With respect to the right to 
reimbursement, references to the "Constructing Party" in this Agreement refer solely to 
either the Owner or the Developer, defined on the first page of this Agreement, whichever 
party constructs, or causes to be constructed, the Traffic Signal Improvements. The Owner 
or the Developer shall provide written notice to the City identifying itself as the 
Constructing Party at or before submission of the initial Reimbursement Package. Only the 
Constructing Party shall be entitled to receive Reimbursement Payments (notwithstanding 
the sale by  the Constructing Party of any portion of the Property) until the Constructing 
Party provides written notice to the City signed by an authorized officer of such 
Constructing Party designating an Affiliate of such Constructing Party or a Third Party to 
receive such Reimbursement Payments (as applicable, a "Receiving Party”). Upon the 
City's receipt of such designation, the Receiving Party shall be entitled to receive all 
subsequent Reimbursement Payments otherwise payable to the Constructing Party. 
Notwithstanding any provision of this Agreement to the contrary, the Constructing Party's 
or Receiving Party’s right to receive Reimbursement Payments hereunder shall not run 
with the land. 
5.5. 
Acceptance of Road Improvements. Upon Acceptance of the Road 
Improvements, the Road Improvements shall become public facilities and property of the 
City; the City shall be solely responsible for all subsequent operation, maintenance, repairs, 
or replacements thereof; and the City shall bear the risk of, and shall indemnify each 
Constructing Party or any applicable Third Parties and their respective successors, assigns, 
Affiliates, members, managers, agents, and representatives, against any claim arising after 
Acceptance of the Road Improvements from any injury (personal, economic, or other) or 
damage to any person, party, property or utility, arising from the condition, operation, or 
use of the Road Improvements, except to the extent caused by the negligence or willful 
acts or omissions of such Constructing Party, any applicable Third Parties, or their 
respective successors, assigns, Affiliates, members, managers, agents and representatives.

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5.6. 
Expedited Review. The City will use its best efforts to expedite its review 
of any submittals related to the design and construction of the Road Improvements and the 
Project within the time normally associated with the City's expedited review processes, 
provided submittals are complete and comply with Development Regulations. 
5.7. 
Additional Public Improvements.  City covenants and agrees that so long as 
the Property is developed with improvements substantially similar to those shown on the 
Project Site Plan, City will not require additional off-site improvements or other public 
improvements to be constructed in connection with development of the Property. 
6. 
General Terms. 
6.1. 
Entire Agreement. This Agreement, together with the attached Exhibits 
(which are incorporated herein by this reference) constitutes the entire Agreement between 
the Parties pertaining to the construction of the Road Improvements, and all prior and 
contemporaneous agreements, representations, negotiations, and understandings of the 
Parties, oral or written pertaining to the subject matter of this Agreement are hereby 
superseded and merged herein. 
6.2. 
Recording/Amendments. This Agreement shall be recorded in its entirety 
in the Official Records of Maricopa County not later than ten (10) days after its full 
execution. In order for an amendment of this Agreement to become effective, the Party 
seeking the amendment shall submit its proposed amendment in writing to the other Parties 
for review. To be effective, amendments shall be approved by the City Council, signed by 
the Parties, and attached to this Agreement as an addendum. Amendments shall also be 
recorded in the Official Records of Maricopa County within ten (10) days after execution. 
6.3. 
Exhibits. All Exhibits to this Agreement shall be deemed a part of this 
Agreement and enforceable as if in the body of this Agreement. 
6.4. 
Requirements Not Addressed. The Parties acknowledge and agree that this 
Agreement addresses only certain issues with respect to the development of the Property 
and provides only those rights expressly set forth in this Agreement. Except as expressly 
provided otherwise in this Agreement, this Agreement does not relieve Owner from 
complying with the City's requirements concerning the development process, including by 
way of example but not limitation, complying with procedures and processes governing 
submission requirements for zoning, preliminary subdivision plats, final subdivision plats 
and/or site plans, and paying all applicable costs, permit fees, development fees, 
application fees, and taxes. 
6.5. 
Development Regulations. Except as otherwise expressly provided in this 
Agreement and subject to the terms and conditions of this Agreement, the Parties agree 
that the construction of the Road Improvements and the Project shall be governed by the 
Development Regulations in effect as of the Effective Date of this Agreement or in effect 
when permits are issued therefor, whichever is later, except that a drive-thru use shall not 
be subject to requirements triggered by the use’s proximity to a signalized intersection if 
such requirements are enacted subsequent to June 30, 2026.

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6.6. 
Future Conditions and Approvals. The Parties acknowledge and agree that 
this Agreement addresses only limited issues relative to the construction of the Road 
Improvements and the Project. The Parties agree that nothing in this Agreement shall be 
deemed to require the City to grant any future administrative or legislative approvals 
related to the development of the Property that would be in addition to those approvals the 
City has already provided to the Property as of the Effective Date of this Agreement 
provided, however, such approvals have not already expired or been terminated, do not 
expire or terminate pursuant to the terms of this Agreement, or are not revoked or 
terminated because of a breach of this Agreement. Regardless of whether the action or 
payment is provided for in this Agreement, the Parties acknowledge and agree that the City 
is not required to undertake any action or make any payments if any federal, state, or local 
law requires formal action and approval by the City Council before undertaking such action 
or payment until the City Council has taken the required formal action and has approved 
the action or payment. The Parties agree that nothing in this Agreement shall affect the 
City's legislative authority to approve or deny zoning or other development related 
applications, including applications for preliminary and/or final plats and/or site plans, or 
the City's legislative authority to impose conditions on the development of the Property. 
Finally, the Parties agree that except as otherwise expressly provided herein, nothing in 
this Agreement shall restrict Owner's or Developer’s  rights to object to and pursue all legal 
remedies to obtain relief from any future conditions, stipulations, policies, procedures, 
resolutions or ordinances imposed by the City that Owner or Developer deems to be illegal 
and/or beyond the scope of the City's statutory authority as applied to the Property. 
6.7. 
Notices. Any and all notices, filings, approvals, consents, or other 
communications required or permitted by this Agreement shall be given in writing and (i) 
personally delivered, (ii) sent by first-class mail, postage prepaid, (iii) sent by Federal 
Express, Airborne, U.P.S. or other similar nationally recognized overnight courier, 
addressed as follows: 
 
To City: 
City of Goodyear 
Attn: Development Services Director 
1900 North Civic Square 
Goodyear, Arizona 85395 
With a copy to: 
City of Goodyear 
Attn: City Attorney 
1900 North Civic Square 
Goodyear, Arizona 85395 
To Owner: 
 
Estrella North LLC 
17700 N. Pacesetter Way, Ste. 100 
Scottsdale, AZ 85255  
Attn: Roger Theis  
With a copy to: 
Berens Blonstein PLC 
7033 E. Greenway Parkway, Suite 210 
Scottsdale, AZ 85255 
Attn: Marc D. Blonstein, Esq.

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To Developer: 
 
CBDG Goodyear LLC 
Attn: Brian Frakes and Trevor Cohen 
4300 E Camelback Rd. 
Ste 150 
Phoenix, AZ 85018 
With a copy to: 
 
Bergin, Frakes, Smalley & Oberholtzer PLLC 
4343 E. Camelback Road, Suite 210 
Phoenix, AZ 85018 
Attn:  Andrew D. Yancey, Esq. 
 
or to any other addresses as either Party may from time to time designate in writing and 
deliver in a like manner. Notices, filings, consents, approvals, and communication shall be 
deemed to have been given as of the date of the date of delivery if hand delivered or sent 
by overnight courier, or as of three (3) days following deposit in the U.S. Mail. 
6.8. 
 Covenants Running with the Land. Except as otherwise provided in this 
Agreement, rights and duties under this Agreement shall be for the benefit of, and a burden 
upon, the Property, and they shall be covenants running with the land. 
6.9. 
Successors and Assigns. The provisions of this Agreement are binding upon 
and shall inure to the benefit of the Parties, and all of their successors and assigns. 
6.10. No Agency or Partnership. Neither 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. 
6.11. Conflicts of Interest. This Agreement is subject to the provisions of A.R.S. 
§ 38-511 and may be terminated by the City in accordance with such provisions. 
6.12. Business Days. If the last day of any time period stated in this Agreement 
or the date on which any obligation to be performed under this Agreement shall fall on 
Saturday, Sunday or legal holiday, then the duration of such time period or the date of 
performance, as applicable, shall be extended so that it shall end on the next succeeding 
day which is not a Saturday, Sunday or legal holiday. 
6.13. Defaults and Remedies. Any Party shall be in default under this Agreement 
("Default") if it fails to satisfy any term or condition as required under this Agreement 
within thirty (30) business days following written notice from the other Party ("Notice"); 
provided, however, that the Notice shall set forth the specific reasons for the determination 
that the Party has failed to satisfy any term of condition hereof. A Party shall not be in 
Default if the Party commences to cure any deficiencies within thirty (30) business days of 
receipt of Notice and cures such deficiency within a reasonable time thereafter. 
6.14. No Waiver. No delay in exercising any right or remedy shall constitute a 
waiver thereof, and no waiver by a Party of the breach of any covenant or condition 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.

11 
 
6.15. Mediation. If a dispute arises out of or related to this Agreement, or breach 
thereof, the Parties agree that there shall be a ninety (90) day moratorium on Litigation to 
first to try to settle the dispute through non-binding mediation before resorting to 
arbitration, litigation, or some other binding dispute resolution. In the event that the Parties 
cannot agree upon the selection of a mediator within seven (7) days, any Party may request 
a presiding judge of the Superior Court to assign a mediator from a list of mediators 
maintained by the Arizona Municipal Risk Retention Pool. The mediator selected shall 
have a minimum of ten (10) years' experience mediating or arbitrating disputes involving 
commercial property development. The mediation shall be completed in one (1) day or less 
and shall be confidential and private. The terms of this section shall survive the expiration 
or earlier termination of this Agreement. 
6.16. Section Headings. The section headings contained in this Agreement are for 
convenience in reference only and are not intended to define or limit the scope of any 
provision of this Agreement. 
6.17. Fair Interpretation.    The terms and provisions of this Agreement represent 
the result of negotiations between the Parties, each of which has had the opportunity to 
consult with the counsel of their own choosing and/or has been represented by counsel of 
their own choosing, and none of whom has acted under duress or compulsion, whether 
economic or otherwise. The Parties agree that the terms and provisions of this Agreement 
shall be construed according to their usual and customary meanings, and the Parties each 
hereby waive the application of any rule of law that ambiguous or conflicting terms be 
resolved against the Party who prepared, or whose attorney prepared, the executed 
Agreement or any earlier draft of same. The terms of this Section shall survive the 
expiration or earlier termination of this Agreement. 
6.18. Choice of Law, Venue and Attorneys’ Fees.  In any dispute under this 
Agreement, the successful Party shall be entitled to collect from the other Party its 
reasonable attorneys’ fees, and other costs as determined by a court of competent 
jurisdiction. The Parties agree that any dispute, controversy, claim or cause of action 
arising out of or related to this Agreement shall be governed by the laws of the State of 
Arizona. The Parties further agree that the venue for any dispute, controversy, claim or 
cause of action arising out of or related to this Agreement shall be Maricopa County and 
that any action filed shall be heard in a court of competent jurisdiction located in Maricopa 
County. The Parties expressly waive the right to object, for any reason, to the venue of 
Maricopa County. The terms of this Section shall survive the expiration or earlier 
termination of this Agreement. 
6.19. Survival Clause.  All provisions of this Agreement that logically ought to 
survive the expiration or earlier termination of this Agreement shall survive the expiration 
or earlier termination of this Agreement. This includes by way of example: all provisions 
imposing obligations that will not be triggered until the Agreement is terminated; all 
indemnification provisions; all limitation of remedies and damages provisions; all 
provisions waiving claims; all payment obligations; and all provisions relieving any Party 
of liability for actions taken. The fact that certain provisions in this Agreement state that 
such provisions shall survive the expiration or earlier termination of this Agreement shall

12 
 
not be construed to limit the application of the foregoing Survival Clause to other 
provisions in this Agreement.  
6.20. Representations and Warranties of Owner.  As of the Effective Date, Owner 
represents and warrants the following: 
6.20.1.  Ownership.   Owner is the owner of the Property and has the full 
right and authority to submit its interest in the Property to the obligations hereunder. 
6.20.2.  Authorization.   Owner is qualified to do business in Arizona and is 
in good standing; Owner (including the individual signing for Owner) has the 
authority and the right to enter into this Agreement, and Owner is not prohibited 
from executing this Agreement by any law, rule regulation, instrument, agreement, 
order or judgment. 
6.20.3. Due Diligence.  Owner reviewed this Agreement and reached its 
own conclusions as to the binding and enforceable nature thereof and all of the 
provisions contained herein and has not relied on any representations or warranties 
of City other than those expressly provided in this Agreement. 
6.21. Representations and Warranties of Developer.  As of the Effective Date, 
Developer represents and warrants the following: 
6.21.1.  Interest in Property.  Developer is under contract to purchase all or 
a portion of the Property from Owner. 
6.21.2.  Developer.  Developer is qualified to do business in Arizona and is 
in good standing; Developer (including the individual signing for Developer) has 
the authority and the right to enter into this Agreement, and Developer is not 
prohibited from executing this Agreement by any law, rule regulation, instrument, 
agreement, order or judgment. 
6.21.3.  Due Diligence.  Developer reviewed this Agreement and reached 
its own conclusions as to the binding and enforceable nature thereof and all of the 
provisions contained herein and has not relied on any representations or warranties 
of City other than those expressly provided in this Agreement. 
6.22 
Representations and Warranties of the City. As of the Effective Date of this 
Agreement, the City represents and warrants the following: 
6.22.1.  Approval.  The City has approved this Agreement at a duly held 
and noticed public meeting by its Mayor and City Council, at which a quorum was 
duly present, and has authorized the execution hereof. 
6.22.2. Authorization. City agrees that the individuals executing this 
Agreement on behalf of City have been duly authorized to do so.

13 
 
6.23. Counterparts. This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original and all of which, taken together, 
shall constitute one agreement, binding on the Parties. Further, this Agreement may be 
executed and delivered by electronic transmission. A manually signed copy of this 
Agreement delivered by facsimile, email, or other means of electronic transmission shall 
be deemed to have the same legal effect as delivery of an original signed copy of this 
Agreement; provided, however, Owner and Developer shall deliver an original to the City 
for recordation in the Official Records of the Maricopa County Recorder. 
6.24. Force Majeure. A Party shall not be held liable for failure of or delay in 
performing its obligations under this Agreement, and the time for such performance shall 
be appropriately extended, if such failure or delay is the result of an act of God, such as 
earthquake, hurricane, tornado, flooding, or other natural disaster, or in the case of war, 
action of foreign enemies, terrorist activities, labor dispute or strike, government sanction, 
blockage, embargo, or failure of electrical service. The nonperforming Party must make 
every reasonable attempt to minimize delay of performance. 
6.25. Page Numbering. The page numbering of this document is exclusive of the 
Exhibits attached hereto. 
6.26. No Third-Party Beneficiaries. This Agreement shall not confer any rights 
or remedies upon anyone other than the Parties and their respective successors and 
permitted assigns.   
 
 
IN WITNESS HEREOF and agreeing to be bound by the terms of this Agreement the 
Parties have caused this Agreement to be executed by their duly appointed representatives. 
 
[Signatures Appear on the Following Pages]

DEVELOPMENT AGREEMENT FOR REIMBURSEMENT OF TRAFFIC SIGNAL IMPROVEMENTS 
SIGNATURE PAGES 
 
14 
 
CITY: 
 
CITY OF GOODYEAR, an Arizona municipal corporation 
 
By:  
 
 
 
 
 
 
Bryan Langley 
Its: City Manager 
 
ATTEST: 
______________________ 
Jasmine Pernicano, City Clerk 
 
APPROVED AS TO FORM: 
______________________ 
Roric Massey, City Attorney 
 
 
State of Arizona  
 
 
County of ______________  
On this ______ day of ____________________, 20____, before me personally appeared 
__________________________________, whose identity was proven to me on the basis of 
satisfactory evidence to be the person who he or she claims to be, and acknowledged that he or she 
signed the above/attached document. 
 
[Affix Seal Here] 
__________________________________ 
Notary Public [Notary Public Signature] 
My Commission Expires ___________________

DEVELOPMENT AGREEMENT FOR REIMBURSEMENT OF TRAFFIC SIGNAL IMPROVEMENTS 
SIGNATURE PAGES 
 
15 
 
 
OWNER: 
 
ESTRELLA NORTH LLC,  
a Delaware limited liability company 
 
By: Estrella Partners, LP,  
 
 
a Delaware limited partnership 
Its: Sole Member and Manager 
 
 
By: Goodyear EMR GP, LLC,  
 
 
a Delaware limited liability company 
 
Its: General Partner 
 
 
 
By: EMR Harvard LLC,  
 
 
 
an Arizona limited liability company 
 
 
Its: Administrative Member 
 
 
 
 
By: Harvard Investments, Inc.,  
 
 
 
 
a Nevada corporation 
 
 
 
Its: Manager 
 
By:  
 
 
 
 
 
Name:  
 
 
 
 
 
Title:  
 
 
 
 
 
 
By:  
 
 
 
 
 
Name:  
 
 
 
 
 
                           Title:  
 
 
 
 
 
 
State of Arizona  
 
 
County of ______________  
On this ______ day of ____________________, 20____, before me personally appeared 
__________________________________, whose identity was proven to me on the basis of 
satisfactory evidence to be the person who he or she claims to be, and acknowledged that he or she 
signed the above/attached document. 
 
[Affix Seal Here] 
__________________________________ 
Notary Public [Notary Public Signature] 
My Commission Expires ___________________

DEVELOPMENT AGREEMENT FOR REIMBURSEMENT OF TRAFFIC SIGNAL IMPROVEMENTS 
SIGNATURE PAGES 
 
16 
 
 
DEVELOPER: 
 
CBDG GOODYEAR LLC, an Arizona limited liability company 
 
By: Common Bond Development Company, an Arizona limited liability company 
Its: Manager 
 
 
By: 
 
 
 
 
 
 
Name: Brian Frakes 
Title: 
Manager 
 
 
State of Arizona  
 
 
County of ______________  
On this ______ day of ____________________, 20____, before me personally appeared 
__________________________________, whose identity was proven to me on the basis of 
satisfactory evidence to be the person who he or she claims to be, and acknowledged that he or she 
signed the above/attached document. 
 
[Affix Seal Here] 
__________________________________ 
Notary Public [Notary Public Signature] 
My Commission Expires ___________________

Exhibit 1 - 1 
 
 
EXHIBIT 1 
 
Property Legal Description

Exhibit 1 - 2 
 
Legal Description – Parcel 1 
(Yacht Club/Estrella Welcome Center)

Exhibit 1 - 3

Exhibit 1 - 4 
 
Legal Description – Parcel 2 
(Shopping Center)

Exhibit 1 - 5

Exhibit 1 - 6

Exhibit 1 - 7 
 
Legal Description – Parcel 3 
(Drainage Wash)

Exhibit 1 - 8

Exhibit 2 - 1 
 
 
EXHIBIT 2 
 
Project Site Plan

Exhibit 2 - 2

Exhibit 3  
 
EXHIBIT 3 
 
Roadway Improvements Description 
 
As shown on Exhibit 3-A: 
 
o Design and install 3-way traffic signal and related improvements and technology 
(i.e. ITS infrastructure). 
o Reconfigure median in Estrella Parkway to convert full access to ¾ access 
(middle curb cut) 
o Add (1) new deceleration lane for each curb cut (3-total).

Exhibit 3A - 1 
 
 
 
EXHIBIT 3-A 
 
Site Plan Depicting Roadway Improvements

Exhibit 3A - 2