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HomeMy WebLinkAbout2024 09.17 SVCFD 1 Cityof Apache Junction Arizona City Council Chambers 300 E Superstition Blvd Apache Junction,AZ 85119 Special Meeting Agenda apachejunctionaz.gov Superstition Vistas Community Ph:(480)982-8002 Facilities District No. 1 Doors are open to the public at least 15 minutes prior to the posted meeting start time. Tuesday,September 17,2024 6:00 PM City Council Chambers A. Call to Order B. Roll Call C. Agenda Items 1. 24-720 Approval of minutes of special meeting of August 20, 2024. Sponsors: Angelie Hawley Attachments: Meeting Minutes 082024 2. 24-721 Presentation, discussion and public hearing on the final assessment for the Superstition Vistas Community Facilities District No.1, Assessment Area No. 4. Sponsors: Angelie Hawley Attachments: RES-2024-009 SVCFD No. 1 AA No. 4-Resolution Approving 3. 24-722 Presentation, discussion and consideration of Resolution No. 2024-009 SVCFD No. 1, a resolution of the district board of Superstition Vistas Community Facilities District No. 1, approving the final assessment for Assessment Area No. 4, determining that the work has been completed in accordance with the approved plans and specifications, and ordering the collection of assessment in Assessment Area No. 4. Sponsors. Angelie Hawley Attachments: RES-2024-009 SVCFD No. 1 AA No. 4-Resolution Approving City of Apache Junction,Arizona Page 1 Printed on 911212024 Superstition Vistas Community Special Meeting Agenda September 17,2024 Facilities District No.1 4. 24-723 Presentation, discussion and consideration of Resolution No. 2024-010 SVCFD No. 1, a resolution of the district board of Superstition Vistas Community Facilities District No. 1, authorizing the issuance of the district's Assessment Area No 4. Special Assessment Bonds, Series 2024; approving the form and authorizing the execution and delivery of related documents; awarding the bonds to a purchaser; appointing a registrar, transfer agent and paying agent for the bonds; and authorizing the taking of other actions securing the payment of and relating to the bonds. Sponsors: Angelie Hawley Attachments: 700388687 v 2 AOR SVCFD NO. 1 AA 4 Special Assessment POS SVCFDI AA4 SAB Srs 24 9-3-24 AMERICAS 1102377753 v2-SVCFD No. 1 AA 4-Continuing Q A ERICAS 1102113892 v2-SVCFD No. 1 AA 4-Bond RurcN RES-2024-010 SVCFD No. 1 AA 4 Special Assessment Bond D. District Manager Report E. District Director Report - Presentation and discussion of the following items: F. District Treasurer Report - Presentation and discussion G. Adjournment Copies of this agenda and additional information on any of the items listed above may be obtained from the office of the city clerk/district clerk, 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through Thursday, 7:00a to 6:00p, excluding holidays. The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617 or TDD(480)983-0095. Members of this board will attend either in person or by telephone, video or internet conferencing. City of Apache Junction,Arizona Page 2 Printed on 9/12/2024 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 1. File ID: 24-720 Sponsor:Angelie Hawley Agenda Date:9/17/2024 Index: In Control: Superstition Vistas Community Facilit Approval of minutes of special meeting of August 20, 2024. City of Apache Junction,Arizona Page 1 Printed on 9/12/2024 Cityof Apache Junction, Ari City Council Chambers paczona 300 E Superstition Blvd Apache Junction,AZ 85119 Special Meeting Minutes apachejunctionaz.gov Superstition Vistas Community Ph:(480)982-8002 Facilities District No. 1 Doors are open to the public at least 15 minutes prior to the posted meeting start time. Tuesday,August 20,2024 6:00 PM City Council Chambers A. Call to Order Chair Wilson called the meeting to order at 6:00 p.m. B. Roll Call Present 7- Chairperson Wilson Vice Chair Schroeder Boardmember Heck Boardmember Johnson Boardmember Nesser Boardmember Cross Boardmember Soller Staff in attendance: Bryant Powell, District Manager Matt Busby, Assistant District Manager Jennifer Pena, District Clerk Evie McKinney, Deputy District Clerk Joel Stern, District Attorney Mike Loggins, District Water Director Connie Chow, District Controller Rita Vineyard, District Administrative Assistant Stacey Ramirez, District Billing Supervisor Angelie Hawley, District Treasurer Ted Wolff, Utility Director Charles Briggs, District Project Manager Kayla Fulmer, District Communications/Marketing Director Rob Wisler, District Management Analyst Eli Richardson, District Management Analyst Jonathan Ramos, District Accountant Trina Harrison, District CIP Manager C. Agenda Items 1. Approval of minutes of special meeting of June 18, 2024. Chair Wilson called for a motion. Boardmember Heck moved,seconded by Boardmember Cross. Yes 7- Chairperson Wilson,Vice Chair Schroeder,Boardmember Heck,Board member Johnson,Board member Nesser,Boardmember Cross,andBoardmember Soller No 0 City of Apache Junction,Arizona Pagel Superstition Vistas Community Special Meeting Minutes August 20,2024 Facilities District No. 1 2. Public Hearing on the feasibility report for a proposed project to be financed by the issuance of the Superstition Vistas Community Facilities District No. 1 Assessment Area No. 4 Special Assessment Bonds. Chair Wilson opened the public hearing at 6:04 p.m. No members of the public were present and wised to speak.Chair Wilson closed the public hearing at 6:04 p.m. Zach Sakas, Esq. of Greenberg Traurig, outside counsel for the Superstition Vistas Community Facility District presented to the Board that the feasibility report for Assessment Area No. 4. 3. Presentation, discussion and consideration of Resolution No. 2024-007 SVCFD No. 1, a resolution of the district board of Superstition Vistas Community Facilities District No. 1 relating to approval of the feasibility report for the acquisition and financing of certain improvements benefiting the district; approving the prior giving of notice of hearing relating to the feasibility report; declaring the district board's intention to acquire the improvements described in the feasibility report; forming an assessment district; determining that special assessment bonds may be issued to finance the costs and expenses of the improvements; declaring the improvements to be of more than local or ordinary public benefit and that the costs of the improvements will be assessed upon Assessment Area No. 4; and ordering the public infrastructure projects performed. Chair Wilson called for a motion. Boardmember Johnson moved,seconded by Boardmember Soller. Yes 7- Chairperson Wilson,Vice Chair Schroeder,Boardmember Heck,Boardmember Johnson,Board member Nesser,Boardmember Cross,andBoardmember Soller No 0 Zach Sakas, Esq. of Greenberg Traurig, outside counsel for the Superstition Vistas Community Facility District presented the resolution to the board. 4. Presentation, discussion, and consideration of Resolution No. 2024-008 SVCFD No. 1, a resolution of the district board of Superstition Vistas Community Facilities District No. 1 approving the levying of an assessment and assessment diagram for Assessment Area No. 4 within the district. Chair Wilson called for a motion. Boardmember Cross moved,seconded by Boardmember Nesser. Yes 7- Chairperson Wilson,Vice Chair Schroeder,Boardmember Heck,Boardmember Johnson,Board member Nesser,Boardmember Cross,andBoardmember Soller No 0 Zach Sakas, Esq. of Greenberg Traurig, outside counsel for the Superstition Vistas Community Facility District presented the resolution to the board. D. District Manager Report E. District Director Report - Presentation and discussion of the following items: F. District Treasurer Report - Presentation and discussion City of Apache Junction,Arizona Page 2 Superstition Vistas Community Special Meeting Minutes August 20,2024 Facilities District No. 1 G. Adjournment Next meeting scheduled for September 17,2024 at 6 p.m.Chair Wilson adjourned the meeting at 6:08 p.m. ACCEPTED THIS DAY OF 12024, BY THE CHAIR PERSON AND DISTRICT BOARD OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 , (CITY OF APACHE JUNCTION, ARIZONA). SIGNED AND ATTESTED TO THIS DAY OF 2024. WALTER"CHIP"WILSON Chairperson ATTEST: JENNIFER PENA District Clerk City of Apache Junction,Arizona Page 3 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.2. File ID: 24-721 Sponsor:Angelie Hawley Agenda Date:9/17/2024 Index: In Control: Superstition Vistas Community Facilit Presentation, discussion and public hearing on the final assessment for the Superstition Vistas Community Facilities District No.1, Assessment Area No. 4. City of Apache Junction,Arizona Page 1 Printed on 9/12/2024 RESOLUTION T.,t1'IION OF THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 APPROVING THE ASSESSMENT AND THE PROCEEDINGS ,RETOFOT HAD AND ',I'AKEN FOR THE SUPERSTITION ION; I S COMMUNITY FACILITIES DISTRICT NO. l ASSESSMENT AREA NO. 4 , DETERMINING ING THE WORK HAS BEEN COMPLETED IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS; N4 ORDERING THE COLLECTION OF THE MOUNT ASSESSED. WHEREAS, the Board of Directors rs f the Superstition Vistas Community Facilities District No. 1 (the "District") initiated i the establishment of Assessment Area No. 4 the "Assessment Area No. " , (il ) the acquisition and/or construction of certain ai public infrastructure and public infrastructure purposes (the "Project"") as described In Resolution No. E09 C 7 SVCE'D No. l (the "'Resolution of Intention"') adopted by the District on August 20, 2024, iii the financing of said Project, a Debt Service Reserve and Incidental Expenses (each as 'defused in the Resolution lut ion of Intention with the District"District" s special assessment bonds, and (iv) ordered the design, cc uisit i n and construction of such Project as contemplated the Resolution of Intention and WHEREAS, pursuant to the Waiver as such term, and any other capitalized term used and not otherwise defined herein is defined n than Resolution of Intention) , the owners of all of the real property rt within the Assessment area No. 4 consented to the inclusion of all of the teal property in the Assessment Area No. 4, subject to later deletions of real property relating to non- developable and publicly licly wed land and other modifications, and acknowledged the Ievy of an assessment, as provided by law; in an aMOUnt not to exceed $1, 660, 000 for the purpose of financing the Project, the Debt Service Reserve and Incidental Expenses; and WHEREAS, an assessment in the amount of $1, 660, 000 was prepared,ared, which resulted in a total assessment certified to bond an the amount of $1, 660, 000 (the "Assessment") and a warrant has losers prepared as provided by law and the District' s Superstition Vistas Community Facilities District No. I (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bands, Series 2024, in an amount riot to exceed 1., 660, 000, have been or shall be Issued and lc and PAGE I OF WHEREAS,S, the District Engineer has reported to the Board of Directors that all work relating to the Project has been completed In accordance with the approved plans and specifications; and WHEREAS, a hearing was set for the consideration of the Assessment and notice of such hearing on the Assessment has been given to all persons owning real property in the AsseS3ment Area No. 4 as the names appear upon the fax roll and such h hearing has been held; and WHEREAS, no objections to the District Engineer" s determination that all work relating to the Project ha3 been completed in accordance with the plans and specifications have been filed or presen`ted at the hearing; and WHEREAS, the District ct Engineer has caused to be prepared an estimate of all costs anticipated tipated to be incurred in connection with this acquisition and construction of the Project, including the Debt Service Reserve and the Incidental Expenses related thereto NOW, THEREFORE, PS IT RESOLVED BY THE BOARD CR DIRECTORS OF SUPERSTITION ON VISTAS COMMUNITY loll". Y FACILITIES DISTRICT NO. 1 , AS SECTION 1 The pork relating to the Project as described in the Resolution of Intention has been comb>l.eted in accordance with the Slaws and specifications and .is hereby accepted as complete. SEC"„T t ON 2 Any and all ob.-ections to the Assessment, the legality of the Assessment and the legality of all proceedings related two the Assessment Area No. 4 are hereby overruled. The Assessment for the Assessment Area No. 4 " in the amount of 1. 0, 000 as sty made is hereby fully and finally confirmed and approved. SECTION ' All acts of the District t Clerk, the District Engineer, the Superintendent of Streets and any person acing for ;such officials in setting the date for the nearing on the Assessment and ' causing notice thereof to be mailed led is _hereby ratified and confirmed. SECTION ..4 The SUperintendent, of Streets is hereby directed to request the -t District Treasurer to collect: the Assessment that has been .Levied against the teal property in the Assessment ent area No. 4 for an amount not greater than the grand total of costs set forth in the assessment PACE 2 F SECTION TION 5 With respect to any Assessment that special assessment bonds are issued against, the District r u cause the Assessment to be billed and collected in installment payments sufficient to pay the amt..,nntms due on any bonds that are secured by such Assessment. The Assessment shall be collected and, if necessary, foreclosed iaccordance with Arizona Revised Statutes § 48-601, et seq., as amended, and in accordance with the Waiver . SECTION' i:. N 6 acts the District Manager, the :st r:t t� www. w ._� waaw_ Clerk, the District Treasurer, the District Engineer and the Superintendent of Streets, and any person acting for such officials . furtherance of this resolution or in the collection ion the Assessment, are hereby approved, ratified nd confirmed. PASSED AND ADOPTED BY . THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1, THIS DAY OF SEPTEMBER, 2024 . SIGNED AND ATTESTED TO THIS DAY OF SEPTEMBER, 2024 . A ER "'CHIP" WILSO Chairman, Beard of Directors ATTEST: JENNIFER P NA District Clerk APPROVED AS TO FORM: RICHARD JOEL STERN District Counsel PAGE 3 OF City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 3. File ID: 24-722 Sponsor:Angelie Hawley Agenda Date:9/17/2024 Index: In Control: Superstition Vistas Community Facilit Presentation, discussion and consideration of Resolution No. 2024-009 SVCFD No. 1, a resolution of the district board of Superstition Vistas Community Facilities District No. 1, approving the final assessment for Assessment Area No. 4, determining that the work has been completed in accordance with the approved plans and specifications, and ordering the collection of assessment in Assessment Area No. 4. City of Apache Junction,Arizona Page 1 Printed on 9/12/2024 RESOLUTION T.,t1'IION OF THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 APPROVING THE ASSESSMENT AND THE PROCEEDINGS ,RETOFOT HAD AND ',I'AKEN FOR THE SUPERSTITION ION; I S COMMUNITY FACILITIES DISTRICT NO. l ASSESSMENT AREA NO. 4 , DETERMINING ING THE WORK HAS BEEN COMPLETED IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS; N4 ORDERING THE COLLECTION OF THE MOUNT ASSESSED. WHEREAS, the Board of Directors rs f the Superstition Vistas Community Facilities District No. 1 (the "District") initiated i the establishment of Assessment Area No. 4 the "Assessment Area No. " , (il ) the acquisition and/or construction of certain ai public infrastructure and public infrastructure purposes (the "Project"") as described In Resolution No. E09 C 7 SVCE'D No. l (the "'Resolution of Intention"') adopted by the District on August 20, 2024, iii the financing of said Project, a Debt Service Reserve and Incidental Expenses (each as 'defused in the Resolution lut ion of Intention with the District"District" s special assessment bonds, and (iv) ordered the design, cc uisit i n and construction of such Project as contemplated the Resolution of Intention and WHEREAS, pursuant to the Waiver as such term, and any other capitalized term used and not otherwise defined herein is defined n than Resolution of Intention) , the owners of all of the real property rt within the Assessment area No. 4 consented to the inclusion of all of the teal property in the Assessment Area No. 4, subject to later deletions of real property relating to non- developable and publicly licly wed land and other modifications, and acknowledged the Ievy of an assessment, as provided by law; in an aMOUnt not to exceed $1, 660, 000 for the purpose of financing the Project, the Debt Service Reserve and Incidental Expenses; and WHEREAS, an assessment in the amount of $1, 660, 000 was prepared,ared, which resulted in a total assessment certified to bond an the amount of $1, 660, 000 (the "Assessment") and a warrant has losers prepared as provided by law and the District' s Superstition Vistas Community Facilities District No. I (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bands, Series 2024, in an amount riot to exceed 1., 660, 000, have been or shall be Issued and lc and PAGE I OF WHEREAS,S, the District Engineer has reported to the Board of Directors that all work relating to the Project has been completed In accordance with the approved plans and specifications; and WHEREAS, a hearing was set for the consideration of the Assessment and notice of such hearing on the Assessment has been given to all persons owning real property in the AsseS3ment Area No. 4 as the names appear upon the fax roll and such h hearing has been held; and WHEREAS, no objections to the District Engineer" s determination that all work relating to the Project ha3 been completed in accordance with the plans and specifications have been filed or presen`ted at the hearing; and WHEREAS, the District ct Engineer has caused to be prepared an estimate of all costs anticipated tipated to be incurred in connection with this acquisition and construction of the Project, including the Debt Service Reserve and the Incidental Expenses related thereto NOW, THEREFORE, PS IT RESOLVED BY THE BOARD CR DIRECTORS OF SUPERSTITION ON VISTAS COMMUNITY loll". Y FACILITIES DISTRICT NO. 1 , AS SECTION 1 The pork relating to the Project as described in the Resolution of Intention has been comb>l.eted in accordance with the Slaws and specifications and .is hereby accepted as complete. SEC"„T t ON 2 Any and all ob.-ections to the Assessment, the legality of the Assessment and the legality of all proceedings related two the Assessment Area No. 4 are hereby overruled. The Assessment for the Assessment Area No. 4 " in the amount of 1. 0, 000 as sty made is hereby fully and finally confirmed and approved. SECTION ' All acts of the District t Clerk, the District Engineer, the Superintendent of Streets and any person acing for ;such officials in setting the date for the nearing on the Assessment and ' causing notice thereof to be mailed led is _hereby ratified and confirmed. SECTION ..4 The SUperintendent, of Streets is hereby directed to request the -t District Treasurer to collect: the Assessment that has been .Levied against the teal property in the Assessment ent area No. 4 for an amount not greater than the grand total of costs set forth in the assessment PACE 2 F SECTION TION 5 With respect to any Assessment that special assessment bonds are issued against, the District r u cause the Assessment to be billed and collected in installment payments sufficient to pay the amt..,nntms due on any bonds that are secured by such Assessment. The Assessment shall be collected and, if necessary, foreclosed iaccordance with Arizona Revised Statutes § 48-601, et seq., as amended, and in accordance with the Waiver . SECTION' i:. N 6 acts the District Manager, the :st r:t t� www. w ._� waaw_ Clerk, the District Treasurer, the District Engineer and the Superintendent of Streets, and any person acting for such officials . furtherance of this resolution or in the collection ion the Assessment, are hereby approved, ratified nd confirmed. PASSED AND ADOPTED BY . THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1, THIS DAY OF SEPTEMBER, 2024 . SIGNED AND ATTESTED TO THIS DAY OF SEPTEMBER, 2024 . A ER "'CHIP" WILSO Chairman, Beard of Directors ATTEST: JENNIFER P NA District Clerk APPROVED AS TO FORM: RICHARD JOEL STERN District Counsel PAGE 3 OF City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.4. File ID: 24-723 Sponsor:Angelie Hawley Agenda Date:9/17/2024 Index: In Control: Superstition Vistas Community Facilit Presentation, discussion and consideration of Resolution No. 2024-010 SVCFD No. 1, a resolution of the district board of Superstition Vistas Community Facilities District No. 1, authorizing the issuance of the district's Assessment Area No 4. Special Assessment Bonds, Series 2024; approving the form and authorizing the execution and delivery of related documents; awarding the bonds to a purchaser; appointing a registrar, transfer agent and paying agent for the bonds; and authorizing the taking of other actions securing the payment of and relating to the bonds. City of Apache Junction,Arizona Page 1 Printed on 9/12/2024 DISTRICT FEDERAL TAXPAYER I.D. NO. 87-3135989 BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT FOR BONDS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1. This Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of [October] 1, 2024 (this "Contract"), is made and entered into between the SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 (the "District"), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Phoenix, Arizona (the "Bank"), and witnesseth as follows: Pursuant to Resolution No. 2024-010 SVCFD No. 1 (the "Bond Resolution"), the District will issue its Superstition Vistas Community Facilities District No. 1 (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bonds, Series 2024 (the "Bonds"), in the aggregate principal amount of$[1,660,000]. The Board of Directors of the District has determined that the services of a bond registrar,transfer agent and paying agent are necessary and in the best interests of the District. Initially,the Bonds will be issued in book-entry-only form through The Depository Trust Company ("DTC") and, so long as the book-entry-only system (the "Book-Entry-Only System") is in effect,the Bonds will be registered in the name of Cede&Co.,the nominee of DTC. The Bank desires to perform bond registrar, transfer agent and paying agent services during the life of the Bonds. For and in consideration of the mutual promises, covenants, conditions and agreements hereinafter set forth, the parties do agree as follows: 1. Services. The Bank hereby agrees to provide the following services: A. Bond registrar services which shall include, but not be limited to: (1)initially authenticating and verifying the Bonds; (2) keeping registration books sufficient to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code"); (3)recording transfers of ownership of the Bonds promptly as such transfers occur; (4) protecting against double or overissuance; (5) authenticating new Bonds prepared for issuance to transferees of original and subsequent purchasers; (6) informing the District of the need for additional printings of the Bonds should the forms printed prior to initial delivery prove inadequate; and (7)lodging with the District the signatures of the persons authorized and designated from time to time to authenticate the Bonds upon request. B. Transfer agent services which shall include, but not be limited to: (1)receiving and verifying all Bonds tendered for transfer; (2)preparing new Bonds for delivery to transferees and delivering the same either by delivery or by mail, as the case may be; (3) destroying Bonds submitted for transfer; and(4) providing proper information for recordation in the registration books. 700388687 C. Paying agent services which shall include, but not be limited to: (1)providing a billing to the District at least thirty(30) days prior to a Bond interest payment date setting forth the amount of principal and interest due on such date; (2)preparing,executing,wiring or mailing all interest payments to each registered owner of the Bonds on or before the scheduled payment date, and in no event later than the time established by DTC, on the date such payments are due (unless sufficient funds to make such payments have not been received by the Bank); (3) cancelling all matured Bonds upon their surrender; (4)paying, or causing to be paid, all principal and premium, if any, due upon the Bonds as they are properly surrendered therefor to the Bank; (5) preparing a semiannual reconciliation showing all principal and interest paid during the period and providing copies thereof to the District if requested; (6) inventorying all documentation of payments made, including the amount, payee and wire confirmation or imaged information for six(6)years after payment; and(7) making proof of such payments available to the District or any owner or former owner. 2. Record Date. The "Record Date" for the payment of interest will be the close of business on the fifteenth (15th) day of the calendar month (other than a Saturday, a Sunday, or a legal holiday or equivalent (other than a moratorium) for banking institutions generally in the place of payment or in the city where the principal corporate trust office of the Banks is located (a "Business Day")) next preceding the applicable interest payment date, or if such day is not a Business Day,the previous Business Day. Normal transfer activities will continue after the Record Date but the interest payments will be mailed to the registered owners of Bonds as shown on the registration books of the Bank on the close of business on the Record Date. Principal (and premium, if any) shall be paid only on surrender of the particular Bond at or after its maturity or prior redemption date, if applicable. 3. Redemption Notices. The Bank agrees to provide certain notices of redemption to the Bond owners as required to be provided by the Bank in,and upon being provided with a copy of, the Bond Resolution of the District approving the issuance, sale and delivery of the Bonds. So long as the Book-Entry-Only System is in effect, the Bank shall send notices of redemption to DTC in the manner required by DTC. If the Book-Entry-Only System is discontinued, the Bank shall mail notice of redemption of any Bond to the registered owner of the Bond or Bonds being redeemed at the address shown on the bond register maintained by the Bank not more than sixty (60) nor less than thirty (30) days prior to the date set for redemption. Notice of redemption may be sent to any securities depository by mail, facsimile transmission, wire transmission or any other means of transmission of the notice generally accepted by the respective securities depository. The failure of DTC or any registered owner of Bonds to receive a notice of redemption, or any defect in a notice of redemption, will not affect the validity of the proceedings for redemption of Bonds as to which proper notice of redemption was given. The Bank also agrees to send notice of any redemption to the Municipal Securities Rulemaking Board (the "MSRB"), currently through the MSRB's Electronic Municipal Market Access system, in the manner required by the MSRB,but no defect in said further notice or record nor any failure to give all or a portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. 2 If the moneys for the payment of the redemption price and accrued interest are not held in separate accounts by the District or a paying agent prior to sending the notice of redemption, such redemption shall be conditional on such moneys being so held on the date set for redemption and if not so held by such date, the redemption shall be cancelled and be of no force and effect. Each redemption notice must contain, at a minimum,the complete official name of the issue with series designation, CUSIP number, certificate numbers, amount of each Bond called (for partial calls), date of issue, interest rate, maturity date,publication date (date of release to the general public, or the date of general mailing of notices to Bond owners and information services), redemption date,redemption price,redemption agent and the name and address of the place where Bonds are to be tendered, including the name and phone number of the contact person. Such redemption notices may contain a statement that no representation is made as to the accuracy of the CUSIP numbers printed therein or on the Bonds. 4. Issuance and Transfer of Bonds. The Bank will issue the Bonds to registered owners, require the Bonds to be surrendered and cancelled and new Bonds issued upon transfer, and maintain a set of registration books showing the names and addresses of the owners from time to time of the Bonds. The Bank shall promptly record in the registration books all changes in ownership of the Bonds. 5. Payment Deposit. The District will transfer immediately available funds to the Bank no later than one (1)Business Day prior to or, if agreed to by the parties hereto, on the date on which the interest, principal and premium payments (if any) are due on the Bonds, but in no event later than the time established by DTC, on the date such payments are due. The Bank shall not be responsible for payments to Bond owners from any source other than moneys transferred, or caused to be transferred, to it by the District. 6. Collateral. The Bank shall collateralize the funds on deposit at the Bank in accordance with A.R.S. §§ 35-323 and 35-491. 7. Turnaround Time. The Bank will comply with the three (3)Business Day turnaround time required by Securities and Exchange Commission Rule 17Ad-2 on routine transfer items. 8. Fee Schedule; Initial Fee. For its services under this Contract,the District will pay the Bank in accordance with the fee schedule set forth in the attached Exhibit A, which is incorporated herein by reference. The fee for the Bank's initial services hereunder and services to be rendered until the end of the District's current fiscal year (2024-2025) and the District's next fiscal year (2025-2026) is $ .00 and shall be due at the initial delivery of the Bonds and shall be paid from proceeds of the Bonds. Subsequent payments shall be made by the District in accordance with this Contract. 9. Fees for Services in Subsequent Fiscal Years. The Bank will bill the District prior to July 1, 2026, and prior to each July 1 thereafter. 3 10. Costs and Expenses. The District hereby agrees to pay all reasonable and necessary costs and expenses of the Bank pursuant hereto. If, for any reason, the amounts the District agrees to pay herein may not be paid from the assessments levied for debt service on the Bonds, such costs shall be paid by the District from any funds lawfully available therefor and the District agrees to take all actions necessary to budget for and authorize expenditure of such amounts. 11. Hold Harmless. The Bank shall indemnify and hold harmless the District, its Chairman and Board members, its Treasurer and all boards,commissions, officials,officers and employees of the District, individually and collectively, for claims determined by a court of competent jurisdiction to have directly resulted from the Bank's failure to perform to its standard of care as herein stated,provided that the District shall be requested to deliver to the Bank written notice of any such claim within thirty (30) calendar days of the District becoming aware of such claim. 12. Standard of Care Required. In the absence of bad faith on its part in the performance of its services under this Contract, the Bank shall not be liable for any lawful action taken or omitted to be taken by it in good faith and believed by it to be authorized hereby or within the rights and powers conferred upon it hereunder, nor for action taken or omitted to be taken by it in good faith and in accordance with advice of counsel, and shall not be liable for any mistakes of fact or errors of judgment or for any actions or omissions of any kind unless caused by its own negligence or willful misconduct. 13. Entire Contract. This Contract and Exhibit A attached hereto contain the entire understanding of the parties with respect to the subject matter hereof, and no waiver, alteration or modification of any of the provisions hereof, shall be binding unless in writing and signed by a duly authorized representative of all parties hereto. 14. Amendment. The Bank and the District each reserve the right to amend any individual service set forth herein or all of the services upon providing a sixty (60) day prior written notice. Any corporation, association or agency into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor bond registrar, transfer agent and paying agent under this Contract and vested with all of the same rights,powers, discretions, immunities,privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 15. Resignation or Replacement. The Bank may resign or the District may replace the Bank as bond registrar, transfer agent and paying agent at any time by giving thirty (30) days' written notice of resignation or replacement to the District or to the Bank, as applicable. The resignation shall take effect upon the appointment of a successor bond registrar, transfer agent and paying agent. A successor bond registrar, transfer agent and paying agent will be appointed by the District;provided,that if a successor bond registrar,transfer agent and paying 4 agent is not so appointed within ten (10) days after a notice of resignation is received by the District, the Bank may apply to any court of competent jurisdiction to appoint a successor bond registrar, transfer agent and paying agent. In the event the Bank resigns or is replaced,the District reserves the right to appoint a successor bond registrar, transfer agent and paying agent who may qualify pursuant to A.R.S. § 35-491, et seq., or any subsequent statute pertaining to the registration, transfer and payment of bonds. In such event the provisions hereof with respect to payment by the District shall remain in full force and effect, but the District shall then be authorized to use the funds collected for payment of the costs and expenses of the Bank hereunder, provided that the Bank shall have been paid its fees and expenses due and owing to it,to pay the successor bond registrar, transfer agent and paying agent or as reimbursement if the District acts as bond registrar, transfer agent and paying agent. Any resignation or replacement of the Bank pursuant to this Section shall be without cost to the District. 16. Reports to Arizona Department of Administration. The Bank shall make such reports to the Arizona Department of Administration (or any other party designated to receive such reports pursuant to the applicable laws of the State (as defined herein))pertaining to the retirement of any Bonds and of all payments of interest thereon, within thirty (30) days of a request therefor, from the Arizona Department of Administration or the District, or the agents of either, to comply with the requirements of the Arizona Department of Administration pursuant to A.R.S. § 35-502. 17. Form of Records. The Bank's records shall be kept in compliance with standards as have been or may be issued from time to time by the Securities and Exchange Commission,the MSRB, the requirements of the Code and any other securities industry standard. The Bank shall retain such records in accordance with the applicable record keeping standard of the Internal Revenue Service. 18. Advice of Counsel and Special Consultants. When the Bank deems it necessary or reasonable,it may apply to Greenberg Traurig,LLP,or such other law firm or attorney approved by the District, for instructions or advice. Any fees and costs incurred shall be added to the next fiscal year's fees, costs and expenses to be paid to the Bank. 19. Examination of Records. The District, or its duly authorized agents, may examine the records relating to the Bonds at the office of the Bank where such records are kept at reasonable times as agreed upon with the Bank and such records shall be subject to audit from time to time at the request of the District, the Bank or the Auditor General of the State of Arizona (the "State"). 20. Payment of Unclaimed Amounts. In the event any check for payment of interest on a Bond is returned to the Bank unendorsed or is not presented for payment within two (2)years from its payment date, or, if applicable, any Bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such interest or principal due upon such Bond shall have been made available to the Bank for the benefit of the owner thereof, it shall be the duty of the Bank to hold such funds, without liability for interest thereon, 5 for the benefit of the owner of such Bond who shall thereafter be restricted exclusively to such funds for any claim of whatever nature relating to such Bond or amounts due thereunder. The Bank's obligation to hold such funds shall continue for two (2) years and six (6) months (subject to applicable escheat or unclaimed property law) following the date on which such interest or principal payment became due, whether at maturity or at the date fixed for redemption, or otherwise, at which time the Bank shall surrender such unclaimed funds so held to the District, whereupon any claim of whatever nature by the owner of such.Bond arising under such Bond shall be made upon the District and shall be subject to the provisions of applicable law. 21. Invalid Provisions. If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws,this Contract shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Contract; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision. 22. Mutilated, Lost or Destroyed Bonds. With respect to Bonds which are mutilated, lost or destroyed,the Bank shall cause to be executed and delivered a new Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond lost or destroyed,upon the registered owner's paying the reasonable expenses and charges of the Bank and the District in connection therewith and, in the case of any Bond destroyed or lost,filing by the registered owner with the Bank and the District of evidence satisfactory to the Bank and the District that such Bond was destroyed or lost, and furnishing the Bank and the District with a sufficient indemnity bond satisfactory to the Bank and the District pursuant to A.R.S. § 47-8405. 23. Conflict of Interest. Each parry gives notice to the other parties that A.R.S. § 38-511 provides that the State, its political subdivisions or any department or agency of either,may within three (3)years after its execution cancel any contract without penalty or further obligation made by the State, its political subdivisions or any of the departments or agencies of either, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions or any of the departments or agencies of either, is at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party to the contract with respect to the subject matter of the contract. 24. Covenants. The District has agreed in the Bond Resolution to take all necessary actions required to preserve the tax-exempt status of the Bonds,including the calculation of amounts of arbitrage rebate which may be due and owing to the United States of America. The calculation of such rebate amount may be performed by an individual or firm qualified to perform such calculations and who or which may be selected and paid by the District. If the District does not retain a consultant to do the required calculations concerning arbitrage rebate and if,in the sole discretion of the District, a rebate calculation is required to permit interest on the Bonds to be and remain exempt from gross income for federal income tax purposes, the District may include, in addition to all other bills payable under this Contract, the costs and expenses and fees of an arbitrage rebate consultant. The District may contract with a consultant to perform such arbitrage calculations as are necessary to meet the requirements of the Code. All fees, costs and expenses 6 so paid may be deducted from moneys of the District or from assessment levies made to pay the interest on the Bonds. Such costs, fees and expenses shall be considered as interest payable on the Bonds. This Contract shall be full authority to the District to cause to be levied and collected such amounts as may be necessary to make all rebates to the United States of America. 25. Arbitrate Rebate Expenses. Except for the initial two fiscal years' costs and expenses, all costs and expenses incurred with respect to services for registration, transfer and payment of the Bonds and, if applicable, for costs and expenses in connection with the calculation of arbitrage rebate shall be treated as interest on the Bonds and the District agrees to include the same in the assessments levied for interest debt service during each of the ensuing fiscal years. 26. Waiver of Trial by Jury. Each party hereto hereby agrees not to elect a trial by jury of any issue triable of right by jury, and waives any right to trial by jury fully to the extent that any such right shall now or hereafter exist with regard to this Contract, or any claim, counterclaim or other action arising in connection herewith. This waiver of right to trial by jury is given knowingly and voluntarily by each parry, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. 27. Governing Law. This Contract is governed by the laws of the State. 28. Transfer Expenses. The transferor of any Bond will be responsible for all fees and costs relating to such transfer of ownership of the Bond. 29. E-verify Requirements. To the extent applicable under A.R.S. § 41-4401, the Bank and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Bank's, or its subcontractors', breach of the above-mentioned warranty shall be deemed a material breach of this Contract and may result in the termination of this Contract by the District. The District retains the legal right to randomly inspect the papers and records of the Bank and its subcontractors who work on this Contract to ensure that the Bank and its subcontractors are complying with the above-mentioned warranty. The Bank and its subcontractors warrant to keep the papers and records open for random inspection by the City during normal business hours. The Bank and its subcontractors shall cooperate with the City's random inspections including granting the City entry rights onto their property to perform the random inspections and waiving their respective rights to keep such papers and records confidential. 30. Electronic Storage. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproduction of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 7 31. No Boycott of Israel. To the extent applicable, pursuant to A.R.S. § 35- 393 et seq., the Bank hereby certifies it is not currently engaged in, and for the duration of this Contract will not engage in, a boycott of Israel. The term "boycott" has the meaning set forth in A.R.S. § 35-393. 32. No Forced Labor of Ethnic Uy2hurs. To the extent applicable under A.R.S. § 35-394, the Bank hereby certifies it does not currently, and for the duration of this Contract shall not use: (i) the forced labor of ethnic Uyghurs in the People's Republic of China, (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China, and (iii) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. The foregoing certifications are made to the best knowledge of the Bank without any current independent investigation or without any future independent investigation for the duration of this Contract. If the Bank becomes aware during the duration of this Contract that it is not in compliance with such certification,the Bank shall take such actions as provided by law, including providing the required notice to the District. If the District determines that the Bank is not in compliance with the foregoing certification and has not taken remedial action, such failure to comply with the certifications in this section shall be deemed a material breach of this Contract and may result in the termination of this Contract by the District. 33. Counterparts. This Contract may be executed in several counterparts, each of which shall be regarded as an original(with the same effect as if the signatures thereto and hereto were upon the same document) and all of which together shall constitute one and the same instrument. 34. Electronic Signatures. The electronic signature of this Contract shall be as valid as an original signature to bind such party to this Contract. For purposes hereof- (i) "electronic signature" means a manually signed original signature or a replicated signature furnished by signature procurement software that is then transmitted by electronic means; and (ii) "transmitted by electronic means"means sent in the form of a facsimile or sent via the internet as a portable document format("pdf') or other replicating image attached to an electronic mail or internet message. [Signature Page to Follow] This Contract is dated and effective as of) [October] 1, 2024. SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. I By Chairman, Board of Directors ATTEST: District Clerk U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Bank By Authorized Representative Attach as Exhibit A the fee schedule of the Bank. [Signature Page to Bond Registrar, Transfer Agent and Paying Agent Contract] PRELIMINARY t2FFIf.. AL STATEMENTI)ATED SEP"lEMBER 18,20 4 NEW ISSUE-BOOK-ENTRY-ONLY FORM NOT RATED In the opinion of'Greenberg Traurig LLP, Bond Counsel, assuming the accuracy of certain representations and certifications and the continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and court decisions, interest on the Bonds(i) is excludable from gross income for federal income tax purposes and(h)is exempt from income taxation under the laws of the State of Arizona. Further, interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, but in the case of the federal alternative minimum tax imposed by Section 55(b)(2)of the Internal Revenue Code of 1986, as amended(the "Code'), on applicable corporations(as defined in Section 59(k)of the Code),interest on the Bonds is not excluded from the determination of adjusted financial statement income. See "TAX EXEMPTION"herein for a description of'certain other federal tax consequences of'ownership of the Bonds. The Bonds will be designated as "qualified tax-exempt obligations"for purposes ooSection 265(b)(3)of the Code. See "QUALIFIED TAX-EXEMPT OBLIGATIONS"herein. $1,660,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO.4 SPECIAL ASSESSMENT BONDS,SERIES 2024 (BANK QUALIFIED) DATED: Date of Initial Delivery DUE: July 1,as shown on inside front cover page The Superstition Vistas Community Facilities District No. 1 (Apache Junction,Arizona)Assessment Area No.4 Special Assessment Bonds,Series 2024(the"Bonds"),will be issued in the form of fully registered bonds,registered in the name of Cede&Co.as nominee of The Depository Trust Company, New York,New York("DTC"),and will be available to ultimate purchasers under the book-entry-only system maintained by DTC in minimum denominations of$5,000 of principal amount due on a specified maturity date or$1,000 integral multiples in excess thereof. Interest on the Bonds will be paid semiannually on January 1 and July 1 of each year,commencing January 1,2025*. Payments of principal and interest will be paid by wire transfer to DTC for subsequent disbursements to DTC participants who will remit such payments to the beneficial owners of the Bonds. See APPENDIX E- "BOOK-ENTRY-ONLY SYSTEM." See Inside Front Cover Page for Maturity Schedule The Bonds are authorized pursuant to Title 48,Chapter 4,Article 6,Arizona Revised Statutes,and will be issued pursuant to a resolution of the Board of Directors of Superstition Vistas Community Facilities District No.1(the"District"),a community facilities district formed within the boundaries of the City of Apache Junction,Arizona(the"City"). The Bonds will be payable solely from and secured by a special,separate fund maintained by the District which fund will contain installments due with respect to certain special assessments levied and assessed by the District on certain single family housing lots within the District in accordance with a method of apportionment based on the benefit received by such lots from public infrastructure acquired with the proceeds of the sale of the Bonds and agreed to by the owners of such lots,each assessment constitutes a first lien on the lot against which it is assessed and levied, subject only to general property taxes and prior special assessments. (THERE ARE SUCH GENERAL PROPERTY TAXES (BUT NOT PRIOR SPECIAL ASSESSMENTS) IN THE CASE OF THE BONDS. SEE "OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER OVERLAPPING TAXES"HEREIN.) The lien for such assessments will not be extinguished as a result of enforcement of the lien for general property taxes. Any such lot will be offered for sale for nonpayment of the special assessment levied and assessed by the District on such lot and,if sold,the proceeds thereof deposited in such special fund. The rights and obligations of the District relating to collection and payment of assessments and the enforcement of remedies against delinquent assessments may be subject to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors'rights and may be subject to judicial discretion in accordance with general principles of equity. See"SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS"and"RISK FACTORS"herein. THE BONDS WILL BE SUBJECT TO SPECIAL OPTIONAL,OPTIONAL AND MANDATORY REDEMPTION BY THE DISTRICT PRIOR TO MATURITY AS DESCRIBED HEREIN UNDER THE HEADING"THE BONDS-REDEMPTION PROVISIONS." PLEASE NOTE THAT, PURSUANT TO SUCH SPECIAL OPTIONAL REDEMPTION UNDER CERTAIN CIRCUMSTANCES, THE BONDS WILL BE SUBJECT TO REDEMPTION IN WHOLE OR IN PART ON ANY INTEREST PAYMENT DATE. Proceeds of the sale of the Bonds will be used(i)to pay all or a portion of the costs of acquisition of certain public infrastructure,(ii)to pay costs of issuance relating to the Bonds, (iii)to provide for capitalized interest on the Bonds through July 1,2025*,and(iv)to fund a debt service reserve fund for the Bonds. See"SOURCES AND APPLICATIONS OF FUNDS"and"THE PUBLIC INFRASTRUCTURE"herein. PLEASE BE ADVISED THAT AN INVESTMENT IN THE BONDS INVOLVES A SIGNIFICANT DEGREE OF RISK AND IS SPECULATIVE IN NATURE AS DESCRIBED UNDER "RISK FACTORS"AND UNDER OTHER SECTIONS IN THIS OFFICIAL STATEMENT. THIS ISSUE IS NON-RATED AND SHOULD NOT BE DEEMED TO BE INVESTMENT GRADE. THE "RISK FACTORS"SECTION OF THIS OFFICIAL STATEMENT SHOULD BE REVIEWED PRIOR TO MAKING ANY INVESTMENT DECISION IN THE BONDS. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE DISTRICT, THE CITY, THE STATE OF ARIZONA OR ANY POLITICAL SUBDIVISION THEREOF WILL BE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS WILL NOT BE GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE ABOVE-DESCRIBED SPECIAL ASSESSMENTS. This cover page contains certain information for general reference only. It is not a summary of the issue of which the Bonds are apart. Investors are advised to read this Official Statement in its entirety to obtain information essential to the making of an informed investment decision with respect to the Bonds. The Bonds are offered when, as and if issued by the District and received by the underwriter identified below(the"Underwriter"), subject to the approving opinion of Greenberg Traurig,LLP,Phoenix,Arizona,Bond Counsel,as to validity and tax exemption. Certain legal matters will be passed upon for the District by its special counsel,Greenberg Traurig,LLP,Phoenix,Arizona,for the Underwriter by its counsel,Squire Patton Boggs(US)LLP,Phoenix, Arizona,and for D.R.Horton,Inc.by its counsel,Fennemore Craig P.C.,Phoenix,Arizona. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about October 15,2024*. l FEL *Preliminary,subject to change. $1,660,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO.4 SPECIAL ASSESSMENT BONDS,SERIES 2024 (BANK QUALIFIED) MATURITY SCHEDULE* Maturity Date Interest (July 1) Principal Rate Yield CUSIP No.86852A(a) 2026 $31,000 2027 32,000 2028 35,000 2029 37,000 2030 39,000 2031 42,000 2032 45,000 2033 47,000 2034 50,000 2035 54,000 2036 57,000 2037 61,000 2038 65,000 2039 69,000 2040 74,000 2041 78,000 2042 84,000 2043 89,000 2044 95,000 2045 101,000 2046 108,000 2047 115,000 2048 122,000 2049 130,000 $ 000 Term Bonds @ %Due July 1,20_-Price % (a) CUSIP®is a registered trademark of the American Bankers Association. CUSIP Global Services("CGS") is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2024 CGS. All rights reserved. CUSIP®data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP®numbers are provided for convenience of reference only. None of the District, Bond Counsel, the Financial Advisor, the Underwriter,the Developer(each as defined herein)or their agents or counsel assume responsibility for the accuracy of such numbers. *Preliminary,subject to change. SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 District Board Chip Wilson,Chairman Robert Schroeder,Vice Chairman Darryl Cross,Board Member Peter Heck,Board Member Bambi Johnson,Board Member Tess Nesser,Board Member Bryan Soller,Board Member District Staff Bryant Powell,District Manager Matt Busby,Assistant District Manager Angelic Hawley,District Treasurer Jennifer Pena,District Clerk Richard Joel Stern,District Counsel Greenberg Traurig,LLP,Special District Counsel District Financial Advisor Piper Sandler&Co. Phoenix,Arizona Bond Counsel Greenberg Traurig,LLP Phoenix,Arizona Appraiser Schnepf Ellsworth Appraisal Group LLC Mesa,Arizona Bond ReEistrar and Paving Agent U.S.Bank Trust Company,National Association Phoenix,Arizona THIS OFFICIAL STATEMENT,WHICH INCLUDES THE COVER PAGE,THE INSIDE FRONT COVER PAGE AND THE APPENDICES HERETO,SHOULD BE CONSIDERED IN ITS ENTIRETY,AND NO ONE SUBJECT SHOULD BE CONSIDERED LESS IMPORTANT THAN ANOTHER BY REASON OF LOCATION IN THE TEXT. BRIEF DESCRIPTIONS OF THE BONDS,THE BOND RESOLUTION,THE SECURITY FOR THE BONDS, THE DISTRICT, THE DEVELOPMENT OF LAND WITHIN THE DISTRICT AND OTHER INFORMATION ARE INCLUDED IN THIS OFFICIAL STATEMENT. SUCH DESCRIPTIONS DO NOT PURPORT TO BE COMPREHENSIVE OR DEFINITIVE. ALL REFERENCES HEREIN TO THE BONDS, THE BOND RESOLUTION, THE APPRAISAL AND OTHER DOCUMENTS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS, COPIES OF WHICH MAY BE OBTAINED FROM STIFEL, NICOLAUS & COMPANY, INCORPORATED (THE "UNDERWRITER"),AT 2801 E.CAMELBACK ROAD,STE.300,PHOENIX,AZ 85016. NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT, THE UNDERWRITER OR PIPER SANDLER & CO. (THE "FINANCIAL ADVISOR"), TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DISTRICT,THE UNDERWRITER OR THE FINANCIAL ADVISOR. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT: THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL, SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE PRESENTATION OF INFORMATION,INCLUDING TABLES OF RECEIPTS FROM TAXES AND OTHER SOURCES, SHOWS RECENT HISTORICAL INFORMATION AND IS NOT INTENDED TO INDICATE FUTURE OR CONTINUING TRENDS IN THE FINANCIAL POSITION OR OTHER AFFAIRS OF THE DISTRICT. ALL INFORMATION, ESTIMATES AND ASSUMPTIONS CONTAINED HEREIN ARE BASED ON PAST EXPERIENCE AND ON THE LATEST INFORMATION AVAILABLE AND ARE BELIEVED TO BE RELIABLE, BUT NO REPRESENTATIONS ARE MADE THAT SUCH INFORMATION, ESTIMATES AND ASSUMPTIONS ARE CORRECT, WILL CONTINUE, WILL BE REALIZED OR WILL BE REPEATED IN THE FUTURE.TO THE EXTENT THAT ANY STATEMENTS MADE IN THIS OFFICIAL STATEMENT INVOLVE MATTERS OF OPINION OR ESTIMATES, WHETHER OR NOT EXPRESSLY STATED TO BE SUCH, THEY ARE MADE AS SUCH AND NOT AS REPRESENTATIONS OF FACT OR CERTAINTY,AND NO REPRESENTATION IS MADE THAT ANY OF THESE STATEMENTS HAVE BEEN OR WILL BE REALIZED.ALL FORECASTS,PROJECTIONS, OPINIONS, ASSUMPTIONS OR ESTIMATES ARE "FORWARD LOOKING STATEMENTS" THAT MUST BE READ WITH AN ABUNDANCE OF CAUTION AND THAT MAY NOT BE REALIZED OR MAY NOT OCCUR IN THE FUTURE. INFORMATION OTHER THAN THAT OBTAINED FROM OFFICIAL RECORDS OF THE DISTRICT HAS BEEN IDENTIFIED BY SOURCE AND HAS NOT BEEN INDEPENDENTLY CONFIRMED OR VERIFIED BY THE DISTRICT, THE FINANCIAL ADVISOR OR THE UNDERWRITER AND ITS ACCURACY CANNOT BE GUARANTEED.THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR ANY SALE MADE PURSUANT HERETO WILL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR ANY OF THE OTHER PARTIES OR MATTERS DESCRIBED HEREIN SINCE THE DATE HEREOF. THE DISTRICT WILL UNDERTAKE TO PROVIDE CONTINUING DISCLOSURE AS DESCRIBED IN THIS OFFICIAL STATEMENT UNDER"CONTINUING DISCLOSURE"AND IN APPENDIX D-"FORM OF CONTINUING DISCLOSURE UNDERTAKING" PURSUANT TO RULE 15C2-12 OF THE SECURITIES AND EXCHANGE COMMISSION. A WIDE VARIETY OF INFORMATION, INCLUDING FINANCIAL INFORMATION, CONCERNING THE DISTRICT IS AVAILABLE FROM PUBLICATIONS AND WEBSITES OF THE DISTRICT, THE CITY OF APACHE JUNCTION, ARIZONA, AND OTHERS. ANY SUCH INFORMATION THAT IS INCONSISTENT WITH THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT SHOULD BE DISREGARDED. REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO,AND ARE NOT PART OF, THIS OFFICIAL STATEMENT FOR PURPOSES OF RULE 15C2-12 OF THE SECURITIES AND EXCHANGE COMMISSION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM THE INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS, AND THE UNDERWRITER MAY OVERALLOT OR ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET IN ORDER TO FACILITATE THEIR DISTRIBUTION. SUCH STABILIZATION,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page MAP SHOWING LOCATION OF SUPERSTITION VISTAS WITHIN METROPOLITAN PHOENIX AREA............... MAP SHOWING LOCATION OF THE DISTRICT AND SUPERSTITION VISTAS IN THE CONTEXT OF THE SURROUNDING AREA.(v) MAP SHOWING LOCATION OF ASSESSMENT AREA NO.41N THE CONTEXT OF THE DISTRICT......................................................(vii) MAP SHOWING LOCATION OF PUBLIC INFRASTRUCTURE IN ASSESSMENT AREA NO.4...................................................................(x) INTRODUCTION...........................................................................................................................................................................................................l AssessmentArea....................................................................................................................................................................................................1 THEBONDS...................................................................................................................................................................................................................2 Authorizationand Purpose.....................................................................................................................................................................................2 GeneralDescription...............................................................................................................................................................................................2 BondRegistrar and Paying Agent..........................................................................................................................................................................2 RedemptionProvisions..........................................................................................................................................................................................2 ESTIMATED DEBT SERVICE FOR THE BONDS....................................................................................................................................................5 SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS.......................................................................................................................6 BondFund and Special Assessments.....................................................................................................................................................................6 ReserveFund..........................................................................................................................................................................................................7 ForeclosureProcess................................................................................................................................................................................................7 Special Assessment Amounts and Land Values....................................................................................................................................................8 OVERLAPPING,ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER OVERLAPPING TAXES..............................................9 Introduction............................................................................................................................................................................................................9 Existing,Overlapping,Superior,General Obligation Bonded Indebtedness and Taxes....................................................................................10 Overlapping,Superior,General Obligation Bonded Indebtedness and Maintenance and Operations Tax of the District................................12 Other Additional,Overlapping,Superior,General Obligation Bonded Indebtedness and Taxes......................................................................12 OtherDebt of the District.....................................................................................................................................................................................13 SOURCES AND APPLICATIONS OF FUNDS.........................................................................................................................................................14 THE PUBLIC INFRASTRUCTURE...........................................................................................................................................................................14 THE OTHER INFRASTRUCTURE............................................................................................................................................................................15 LANDDEVELOPMENT.............................................................................................................................................................................................16 InGeneral.............................................................................................................................................................................................................16 TheDeveloper......................................................................................................................................................................................................17 TheDistrict...........................................................................................................................................................................................................18 AssessedLots................................................................................................................................................................................................................18 RISKFACTORS...........................................................................................................................................................................................................20 General Risks of Real Estate Investment and Development;Certain Factors Which May Adversely Affect Development;Consequences...20 Concentration of Ownership;Subsequent Transfer.............................................................................................................................................21 Failure or Inability to Complete Proposed Development....................................................................................................................................21 Completion of the Public Infrastructure and the Other Infrastructure................................................................................................................22 Availabilityof Utilities........................................................................................................................................................................................22 Availabilityof Water...........................................................................................................................................................................................22 Direct and Overlapping Indebtedness and Taxes................................................................................................................................................22 AppraisedValue...................................................................................................................................................................................................23 Non-Payment of Assessments..............................................................................................................................................................................23 Bankruptcy and Foreclosure Delays....................................................................................................................................................................23 Depletionof Reserve Fund..................................................................................................................................................................................24 Certificate of Purchase and Participation and Infrastructure Contract................................................................................................................24 EnvironmentalMatters.........................................................................................................................................................................................25 Amendment of Documents Referenced...............................................................................................................................................................25 Cancellationof Contracts.....................................................................................................................................................................................25 NoCredit Rating..................................................................................................................................................................................................26 Projections............................................................................................................................................................................................................26 Riskof Internal Revenue Service Audit..............................................................................................................................................................26 NoDistrict Financial Statements.........................................................................................................................................................................26 NoReview of Filings...........................................................................................................................................................................................26 LITIGATION................................................................................................................................................................................................................27 QUALIFIED TAX-EXEMPT OBLIGATIONS...........................................................................................................................................................27 TAXEXEMPTION.......................................................................................................................................................................................................27 InGeneral .....................................................................................................................................................................................................................27 Original Issue Premium and Original Issue Discount..................................................................................................................................................28 Changesin Federal and State Tax Law.........................................................................................................................................................................29 Information Reporting and Backup Withholding.........................................................................................................................................................29 NOCREDIT RATING.................................................................................................................................................................................................29 FINANCIALSTATEMENTS......................................................................................................................................................................................29 LEGALMATTERS......................................................................................................................................................................................................30 UNDERWRITING........................................................................................................................................................................................................30 CONTINUINGDISCLOSURE....................................................................................................................................................................................30 FINANCIALADVISOR..............................................................................................................................................................................................31 RELATIONSHIPS AMONG PARTIES......................................................................................................................................................................31 CONCLUDINGSTATEMENT...................................................................................................................................................................................31 APPENDIX A-INFORMATION REGARDING THE CITY OF APACHE JUNCTION,ARIZONA.................................................................A-1 APPENDIX B-FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL..........................................................................................B-1 APPENDIX C-EXECUTIVE SUMMARY OF APPRAISAL................................................................................................................................C-1 APPENDIX D-FORM OF CONTINUING DISCLOSURE UNDERTAKING......................................................................................................D-1 APPENDIX E-BOOK-ENTRY-ONLY SYSTEM...................................................................................................................................................E-1 APPENDIX F-CERTAIN STATUTORY PROVISIONS APPLICABLE TO THE FORECLOSURE PROCESS...............................................F-1 APPENDIX G-SUMMARY OF ASLD DOCUMENTS.........................................................................................................................................G-1 (i) MAP SHOWING LOCATION OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 AND SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 WITHIN METROPOLITAN PHOENIX AREA (ii) Cowls 01 9ty,g.-##fir^W«,r=i a h e, Meal4 d p$ took tee ,f.Ptds` riot,BuHhea '3h r fak ` '#f Pk } t� :City84'1 I 9 f We Havasu City �y V Ma le AV�Ckrnb UT Na jx Weil I,mMt Iso R3 � Kr l SAI"t . �w ; ON ti a �ill� MAP SHOWING LOCATION OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 AND SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 IN THE CONTEXT OF THE SURROUNDING AREA (iv) ELLIDPAVE F �k3r r g;# 1`tz 0 To t 3 �J}P}}Jti2 fig$<1� s. 1 Y,' IN Kos py ft \ S � ' TRAIN �Af #rr44 ctJ�JtJ4J � �f{ J{{r t h 4' ,.r1itt"Y r1 4 dlYCoffi i'`=d`F,J 54a 8 ..t U4 At.,F,o"xc4 LY.%4 Y.t43. nYk:°nwP mtkhrt WON Superstition Vistas Community Facilities District No. 1 EMSuperstition Vistas Community Facilities District No.2 (V) MAP SHOWING ASSESSMENT AREA NO.4 IN THE CONTEXT OF THE DISTRICT (vi) The District ELLIOTAVENUE ELL ."AVENU �at wnesae ' CFD NO. ;1.375 ACRES WARNER t ,t W4A,G5�A�YA V=.NN�U�E, RAI AVLNUL * The Assessed Lots in Assessment Area No. 4 represent security for the Bonds. No assessed lots in Assessment Area No. 1,Assessment Area No.2 or Assessment Area No.3 secure the Bonds. li (vii) EIL.OT AVT,',,UV C 0" ..Ilk. 0 se 0 a . *00000 WARNF,',',R AWNMR, .................. it Excluding 30 iots in Parcof 19,6&19 7'721 to Mjil,762,'155,768,770,'iiz 773 and 775 HAY AWL-NUL (viii) MAP SHOWING LOCATION OF PUBLIC INFRASTRUCTURE IN ASSESSMENT AREA NO.4 (ix) Assessment Area No.4 LrGEND �,M>v �,%"`«�� lihiakTa x u•scc`,�:ur -ram'" R� �5a td +'^ire-.� UT -X4 �:WSkT cwrosra. �`.��'"°"'�f",��*,2=� ,r� '>� .r`.✓.N, j ,_ t rce + r AIMSSMENT ARFA IAM N:"A-SITE t9,V r,,✓✓.'"r t� + €�,,.1 �'�„ R a ����,e.„,,, � ''' * � '�'"".- __ �':�;�,,.� e�"` r-r + T=rv�r,T 'IT% � a r7 LOTS) tTisa tt ... r 3 x p x I CST x 814-22 }# 11-7 ice# s 3 p 4 10 D" _C I f -sr 7y.a I SHEET t"Tx Naar ..l ____ 'WEE7 03 �. I.t'TS 79k3-7,2£� S � §—^ '� ^-t 7dt7»Y.r�7. 7213 s � J t wa+tx KEY MAP -L W $1,660,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO.4 SPECIAL ASSESSMENT BONDS,SERIES 2024 (BANK QUALIFIED) This Official Statement,which includes the cover page,the inside front cover page and the appendices hereto (this "Official Statement"),provides certain information concerning the issuance of Superstition Vistas Community Facilities District No. 1 (Apache Junction,Arizona)Assessment Area No.4 Special Assessment Bonds, Series 2024 (the"Bonds"),in the aggregate principal amount of$1,660,000*. Copies of any of the documents referenced herein are available upon request to Stifel,Nicolaus& Company, Incorporated(the"Underwriter")at: 2801 E. Camelback Road,Suite 300,Phoenix,AZ 85016. INTRODUCTION Pursuant to the Community Facilities District Act of 1988,constituting Title 48,Chapter 4,Article 6,Arizona Revised Statutes,as amended(the"Act"),and in response to a petition by D.R.Horton,Inc.,a corporation organized and existing pursuant to the laws of the State of Delaware(the"Developer"or"Horton"),the Mayor and Council(the "City Council")of the City of Apache Junction,Arizona(the"City"),adopted a resolution on October 5,2021,which formed Superstition Vistas Community Facilities District No. 1 (the"District"). See APPENDIX A hereto for certain information about the City. The District consists of approximately 1,375 acres of a larger 2,783-acre project within the City where the Developer was the successful bidder at the public auction conducted by the Arizona State Land Department("ASLD") and pursuant to the terms of the Certificate of Purchase 53-120190 executed November 12,2020,and the Developer is developing a mixed use, master planned community known as Radiance at Superstition Vistas (the "Project" or "Radiance"). The Project is located east of Meridian Road, west of Ironwood Drive, south of Solina (Radiance) Avenue and north of Ray Avenue. Construction on the Project commenced in November 2021, and the first home closings occurred in June 2023. Single family residential units represent approximately 700 acres within the Project. Non-residential development comprises approximately 675 acres within the Project and includes churches, government,police and fire stations, schools, civic and commercial uses and common area, and neighborhood open space. See the maps at pages(iii)and(v)with respect to the location of the District. The District is a special purpose,tax levying public improvement district for purposes of the Constitution of Arizona and a municipal corporation for certain purposes of the laws of the State of Arizona(the"State"or"Arizona"). Except as otherwise provided in the Act, the District is considered to be a municipal corporation and political subdivision of the State, separate and apart from the City. The City Council serves, ex officio, as the Board of Directors of the District(the"Board")and the City Manager of the City currently serves as the District Manager. Among other things, the District is intended, pursuant to a development agreement among the City, the Developer and the District, to serve as a financing mechanism for certain public infrastructure necessary for development of the land within the boundaries of the District. See"LAND DEVELOPMENT." Assessment Area On August 20, 2024,the Board adopted a resolution approving a feasibility report relating to the financing of all or a portion of the costs of certain public infrastructure(collectively,the"Public Infrastructure")necessary for development of certain land within the boundaries of the District that is to be acquired by the District and thereafter transferred to the City or other governmental entity, and declaring the District's intent to acquire the Public Infrastructure and to pay the costs thereof. See "THE PUBLIC INFRASTRUCTURE." On August 20, 2024, the Board adopted a resolution levying special assessments(the"Special Assessments"and,individually,as the Special Assessments relate to a particular lot,a"Special Assessment")on certain single-family housing lots within the District (collectively,the"Assessed Lots"and, individually, each an"Assessed Lot")based on the benefit to be received by *Preliminary,subject to change 1 each Assessed Lot. The Assessed Lots make up only a small portion of the much larger District and together make up"Assessment Area No.4." See"LAND DEVELOPMENT-Assessed Lots." The real property comprising Assessment Area No. 4 consists of 332 lots and is approximately 48 acres. The Assessed Lots have been finally established by the approval of final plats by the City, and all of the Assessed Lots will be developed by the Developer. See "LAND DEVELOPMENT- Assessed Lots" and, particularly, Table 6 thereunder as well as the map on page(x)with respect to the location of the area encompassing the Assessed Lots. THE BONDS Authorization and Purpose The Bonds are authorized pursuant to the Act and will be issued,sold and delivered pursuant to a resolution adopted by the Board on September 17,2024* (the"Bond Resolution"). The Bonds will be issued to provide funds (i)to pay all or a portion of the costs of the Public Infrastructure, (ii)to pay costs of issuance relating to the Bonds, (iii)to provide for capitalized interest on the Bonds through July 1,2025*,and(iv)to fund a debt service reserve fund for the Bonds(the"Reserve Fund"). See"SOURCES AND APPLICATIONS OF FUNDS." General Description The Bonds will be dated the date of their initial delivery,and will mature and bear interest as set forth on the inside front cover page of this Official Statement. The principal of,redemption price for and interest on the Bonds will be payable when due to Cede&Co.,as nominee of The Depository Trust Company, New York, New York ("DTC"). Interest on the Bonds will be paid semiannually on January 1 and July 1 of each year, commencing January 1,2025* (each such date being referred to herein as an"Interest Payment Date"). The Bonds will bear interest from the most recent Interest Payment Date to which interest has been paid or duly provided for or,if no interest has been paid,from the date of their initial delivery, calculated on the basis of a 360-day year consisting of twelve 30-day months. The District has chosen the close of business on the fifteenth (15th) day of the calendar month (other than a Saturday, a Sunday, or a legal holiday or equivalent(other than a moratorium)for banking institutions generally in the place of payment or in the city where the principal corporate trust office of the Bond Registrar and Paying Agent(as defined herein)is located(a"Business Day"))next preceding the applicable Interest Payment Date,or if such day is not a Business Day,the previous Business Day,as the"Record Date"for the Bonds. Beneficial ownership interests may be purchased through the facilities of DTC in the book-entry-only form described herein in minimum denominations of$5,000 of principal amount due on a specified maturity date or$1,000 integral multiples in excess thereof. DTC will act as the securities depository of the Bonds for a book-entry-only system(the"Book-Entry-Only System"). See APPENDIX E-`BOOK-ENTRY-ONLY SYSTEM." Bond Registrar and Paying Agent U.S. Bank Trust Company,National Association will serve as the initial bond registrar, transfer agent and paying agent(the"Bond Registrar and Paying Agent")for the Bonds. The District may change the Bond Registrar and Paying Agent without notice to or consent of the owners of the Bonds. Redemption Provisions` Special Optional Redemption. The Bonds will be redeemed at the option of the District in whole or in part on any Interest Payment Date,upon not more than sixty(60)nor less than thirty(30)days'prior notice,upon payment of the applicable redemption price which will consist of the principal amount of the Bonds so redeemed,plus interest, if any,on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without premium(i)if and to the extent on or after the completion of the Public Infrastructure amounts are transferred from *Preliminary,subject to change 2 the Acquisition Fund(as defined in the Bond Resolution)for such purpose, (ii) from the prepayment of any Special Assessment by the owner of any Assessed Lot, (iii)from the proceeds of any foreclosure sale of any Assessed Lots for the payment of any delinquent Special Assessments, to the extent such proceeds are not used to replenish the Reserve Fund to an amount equal to the Reserve Fund Requirement (as defined herein) and (iv) from amounts transferred from the Reserve Fund,if and to the extent the amount held in the Reserve Fund,together with the amount held in the Bond Fund(as defined herein), is sufficient to pay the principal amount of all Bonds outstanding on an. Interest Payment Date,together with the accrued interest on such Bonds as of such Interest Payment Date. Optional Redemption. The Bonds,maturing on or after July 1,20_,will be redeemable,on or after July 1, 20_, at the option of the District in whole on any date or from time to time in part on any Interest Payment Date, upon not more than sixty(60)nor less than thirty(30)days'prior notice,upon payment of the applicable redemption price which will consist of the principal amount of the Bonds so redeemed plus interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without premium. Mandatory(Sinking Fund)Redemption. The Bonds maturing in the following years will be redeemed on the following redemption dates and in the following(sinking fund) amounts upon not more than sixty(60)nor less than thirty (30) days' prior notice, upon payment of the applicable redemption price which will consist of the principal amount of the Bonds so redeemed plus interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without premium: Redemption Date Principal (July) Amount 20 20 $ ,000 20 ,000 20 ,000 20 ,000 20 20 $ ,000 20 ,000 20 ,000 20 _,000 20_ _,000 Whenever Bonds are redeemed (other than pursuant to mandatory redemption) or delivered to the Bond Registrar and Paying Agent for cancellation,the principal amount of the Bonds of such maturity so retired shall satisfy and be credited against the mandatory redemption requirements for such maturity on a pro-rata basis, to the extent practicable;provided,however that each remaining mandatory payment shall be in an amount which is an authorized denomination. Notice of Redemption. So long as the Bonds are held under the Book-Entry-Only System, notices of redemption will be sent to DTC, in the manner required by DTC. If the Book-Entry-Only System is discontinued, notice of redemption of any Bond will be mailed to the registered owner of the Bond or Bonds being redeemed at the address shown on the bond register maintained by the Bond Registrar and Paying Agent not more than sixty(60)nor less than thirty(30)days prior to the date set for redemption. Neither the failure of DTC nor any registered owner of Bonds to receive a notice of redemption nor any defect therein will affect the validity of the proceedings for redemption of Bonds as to which proper notice of redemption was given. Notice of redemption may be sent to any securities depository by mail, facsimile transmission, wire transmission or any other means of transmission of the notice generally accepted by the respective securities depository. Notice of any redemption will also be sent to the Municipal Securities Rulemaking Board(the "MSRB"), currently through the MSRB's Electronic Municipal Market Access system ("EMMA"), in the manner required by the MSRB,but no defect in said further notice or record nor any failure to give all or a portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. See APPENDIX E-"BOOK-ENTRY-ONLY SYSTEM." 3 If the money necessary for such redemption is not held by the Bond Registrar and Paying Agent at the time of mailing the notice of redemption, the notice will further state that the redemption is conditional on such money being so held on the date set for redemption, and that if not so held,the redemption will be cancelled and the notice shall be of no force or effect.The notice of redemption shall describe the conditional nature of the redemption. Effect of Redemption. Pursuant to the Bond Resolution, if on the date of redemption of Bonds sufficient moneys for payment of the redemption price and accrued interest are held by the Bond Registrar and Paying Agent, interest on the portion of the Bonds to be redeemed will cease to accrue and such portion of the Bonds will cease to be entitled to any benefit or security under the Bond Resolution except the right to receive payment from the moneys held for such portion of the Bonds by the Bond Registrar and Paying Agent. Redemption of Less Than All of a Bond. The District may redeem an amount which is included in a Bond in integral multiples of$1,000.In that event if the Book-Entry-Only System is discontinued,the registered owner shall submit the Bond for partial redemption and the Bond Registrar and Paying Agent shall make such partial payment and the Bond Registrar and Paying Agent shall cause to be issued a new Bond in a principal amount which reflects the redemption so made to be authenticated and delivered to the registered owner thereof. [Remainder of page intentionally left blank.] 4 ESTIMATED DEBT SERVICE FOR THE BONDS (a) Set forth below are the debt service requirements for the Bonds. Total Annual Period Ending Debt Service (July 1) Principal Interest(b) Requirements 2025 $ 76,729 $ 76,729 2026 $ 31,000 107,900 138,900 2027 32,000 105,885 137,885 2028 35,000 103,805 138,805 2029 37,000 101,530 138,530 2030 39,000 99,125 138,125 2031 42,000 96,590 138,590 2032 45,000 93,860 138,860 2033 47,000 90,935 137,935 2034 50,000 87,880 137,880 2035 54,000 84,630 138,630 2036 57,000 81,120 138,120 2037 61,000 77,415 138,415 2038 65,000 73,450 138,450 2039 69,000 69,225 138,225 2040 74,000 64,740 138,740 2041 78,000 59,930 137,930 2042 84,000 54,860 138,860 2043 89,000 49,400 138,400 2044 95,000 43,615 138,615 2045 101,000 37,440 138,440 2046 108,000 30,875 138,875 2047 115,000 23,855 138,855 2048 122,000 16,380 138,380 2049 130,000 8,450 138,450 $ 1,660,000 (a) Provided by the Financial Advisor(as defined herein). (b) Interest is estimated at 6.50%per annum.The first interest payment on the Bonds will be due on January 1, 2025*. Thereafter,interest payments will be made semiannually on each July 1 and January 1 until maturity or prior redemption. *Preliminary,subject to change 5 SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS Bond Fund and Special Assessments The Bonds will be payable solely from and secured by a special, separate fund established pursuant to the Bond Resolution and maintained by the District(the"Bond Fund")which will contain the installments collected with respect to the Special Assessments and, initially, a portion of the proceeds of the Bonds representing capitalized interest. (The remaining land in the District does not represent security for the Bonds.) The Bonds will,under certain circumstances,also be payable from amounts available from time to time in the Reserve Fund. The Board has levied the Special Assessments based on the benefit determined by the Board to be received by the corresponding Assessed Lot from the Public Infrastructure. Pursuant to an agreement entered into between the District and the Treasurer of Pinal County, Arizona (the "Treasurer"), the District may,in each year, determine to have some or all of that year's installment payments collected with respect to the Special Assessments collected by the Treasurer as part of, and pursuant to the procedures for collection of, general property taxes. (See "OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER OVERLAPPING TAXES-Introduction.") In the event of nonpayment of a current year installment that is collected by the Treasurer,such installment will no longer be collected under the Foreclosure Process(as defined and described below),but will instead be collected in the same manner as general property taxes. Collection of a delinquent installment by the Treasurer with other delinquent general property taxes may result in a delay in the ultimate collection of such installment.Therefore,it is the intent of the District to collect the remaining installments of that Special Assessment pursuant to the Foreclosure Process. Notwithstanding any such agreement with the Treasurer, the Special Assessments are a first lien on the Assessed Lots subject only to general property taxes and prior special assessments. (THERE ARE SUCH GENERAL PROPERTY TAXES IN THE CASE OF THE BONDS; HOWEVER, THERE ARE NO PRIOR SPECIAL ASSESSMENTS. SEE "OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER OVERLAPPING TAXES.") Failure to pay such general property taxes and subsequent foreclosure of the related lien does not extinguish a Special Assessment. Neither the current owner nor any subsequent owners of the Assessed Lots are obligated to pay the Special Assessments or the Bonds, and the assets of the current owner or any subsequent owners, other than the Assessed Lots, do not secure such payment. The Special Assessments and the Bonds will be secured only by the Assessed Lots. The Special Assessments are not cross-defaulted.Any owner, current or subsequent, could choose to pay one Special Assessment and not another for Assessed Lots it owns. In the event of nonpayment of amounts due with respect to a Special Assessment, the procedures for collection of delinquent assessments and sale of delinquent property prescribed by Sections 48-601 through 48-607, Arizona Revised Statutes(the"Foreclosure Process"),apply,as nearly as practicable,except that neither the District nor the City is required to purchase the Assessed Lots subject to delinquency at the sale even if there is no other purchaser. See"SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS-Foreclosure Process" and"RISK FACTORS-Non-Payment of Assessments." Any Assessed Lot will be offered for sale pursuant to the Foreclosure Process for nonpayment of the Special Assessment on such Assessed Lot and,if sold,the proceeds thereof will be deposited in the Bond Fund or will be used to replenish the Reserve Fund. The rights and obligations of the District relating to collection and payment of the Special Assessments and the enforcement of remedies against delinquent Special Assessments (including the Foreclosure Process) may be subject to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights and may be subject to judicial discretion in accordance with general principles of equity. NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE DISTRICT, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WILL BE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS WILL NOT BE GENERAL OBLIGATIONS OF THE DISTRICT BUT WILL BE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE SPECIAL ASSESSMENTS AND AMOUNTS HELD IN THE RESERVE FUND. 6 Reserve Fund As indicated in "SOURCES AND APPLICATIONS OF FUNDS," $ of the proceeds of the sale of the Bonds will be deposited in the Reserve Fund. The amount of the Reserve Fund is equal to the lesser of. (i) ten percent(10%)of the principal amount of the Bonds; (ii)the maximum annual debt service on the Bonds; or(iii)one hundred twenty-five percent(125%)of the average annual debt service on the Bonds,or such amount as required by the Internal Revenue Code of 1986, as amended(the "Code"), to obtain or maintain the exclusion of interest from gross income for federal income tax purposes for the Bonds,pursuant to an opinion of Bond Counsel(the"Reserve Fund Requirement"). To the extent income from investments of the Reserve Fund causes the Reserve Fund to exceed the Reserve Fund Requirement, such investment income will be transferred to the Bond Fund and used to pay semiannual interest on the Bonds. If at any time it appears that the collection of installments of the Special Assessments will not raise money sufficient to pay the then forthcoming principal or interest payment on the Bonds,any or all investments in the Reserve Fund may be liquidated and such amounts transferred to the Bond Fund as are necessary to make timely payments of principal of and interest on the Bonds, as applicable. The Reserve Fund will be reimbursed from either: (i)the proceeds from the sale of delinquent Special Assessments pursuant to the Foreclosure Process or(ii)excess amounts from installments on the Special.Assessments,if any,provided,however,only to the extent that such excess portion of such installments is not required for the payment of principal of and interest on the Bonds. If the amount held in the Reserve Fund together with the amount held in the Bond Fund is sufficient to pay the principal amount of all the Bonds outstanding on a redemption date, together with the interest accrued on such Bonds as of such redemption date,the moneys shall be transferred to the Prepayment Account of the Bond Fund and thereafter used to redeem all Bonds on such redemption date. Foreclosure Process The Foreclosure Process is provided by the Bond Resolution(by reference to a waiver agreement applicable to the Assessed Lots)which states that certain sections of the"General Public Improvements and Improvement Bonds Law"of the Arizona Revised Statutes are applicable. APPENDIX F includes portions of certain sections of such law. Generally,a representative of the District is required,within twenty(20)days from the date any installment is due on the Special Assessments, to begin publication of the list of the Special Assessments on which any installment is delinquent. Such representative is also required to append to and publish with the list a notice that unless each delinquent installment, together with the penalty and costs thereon, is paid, the whole amount of the Special Assessment will be declared due, and the corresponding Assessed Lot upon which the Special Assessment is a lien will be sold at public auction at a time and place to be specified in the notice. The notice of the delinquent Special Assessments is required to be published and circulated in the District for a period of ten(10)days in a daily newspaper, or for two(2)weeks in a weekly newspaper so published and circulated. Before the date fixed for the sale or the date to which the sale has been postponed, the representative is required to obtain a record search that shows the names and addresses of all lien claimants on,and other persons with an interest in,the Assessed Lots on which an installment of the Special Assessment is delinquent. At least ten(10)days before the sale date or the date to which the sale has been postponed,the representative is required to email notice of the sale to the owner and to each of the lien claimants and other interested persons. A final sale may not be held unless the representative has mailed such notice. The time of sale shall not be less than five(5)days after the last publication, and the place of sale shall be in or in front of the office of such representative,or in front of the usual place of meeting of the Board. The sale may be postponed. To comply with certain notice requirements, it may be necessary to postpone or continue such sales from time to time until such requirements are satisfied. On the day fixed for the sale,the representative of the District shall,at 10:00 a.m.(Mountain Standard Time), or at a time thereafter to which the sale may be adjourned,begin the sale of the advertised Assessed Lots,commencing at the head of the list and continuing in the numerical order of lots,until all are sold. The sale may be postponed or continued from day to day until all Assessed Lots are sold. Each Assessed Lot shall be offered for sale separately. The sale amount shall be for the entire amount of the Special Assessment including the delinquent installments. The purchaser of the Assessed Lot will pay the amount of the Special Assessment then and there plus penalties and costs due,including fifty cents($0.50)to the representative of the District for a certificate of sale. 7 None of the District,the City or owners of land in the District are required to purchase delinquent land at any sale,even if there is no other purchaser. Special Assessment Amounts and Land Values Special Assessment Amounts. The Special Assessments have been levied in amounts based on the benefit to be received by the Assessed Lots from the Public Infrastructure. See Table 6. The amounts of the Special Assessments have been agreed to pursuant to a waiver agreement which are applicable to all of the Assessed Lots and is recorded in the real property records against the Assessed Lots. Appraisal Values. An appraisal, dated August 13, 2024 (the "Appraisal"), was performed by Schnepf Ellsworth Appraisal Group LLC, Mesa, Arizona(the "Appraiser"), at the request of the District for the purpose of determining, subject to the limitations, terms and conditions thereof, the "market value" of the Assessed Lots as security for the Special Assessments as of the valuation date of July 16,2024. In determining the"market value"of the Assessed Lots, the "sale comparison approach" was applied, through which the Appraiser derives a value indication by comparing the property being appraised to similar properties that have been sold recently, applying appropriate units of comparison and making adjustments,based on the elements of comparison,to the sale prices of the comparable properties. The Executive Summary of Appraisal is included as APPENDIX C. The full text of the Appraisal is available from the Underwriter and should be reviewed in its entirety. "Market value"is defined in the Appraisal as follows: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale,the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) buyer and seller are typically motivated; (2) both parties are well informed or well advised, and acting in what they consider their own best interests; (3) a reasonable time is allowed for exposure in the open market("exposure time"); (4) payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto;and (5) the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Exposure time is a retrospective opinion based on an analysis of past events assuming a competitive and open market. Exposure time depends on several factors including market conditions and factors of supply and demand. Pricing and competent professional marketing are two very important factors. The estimate of value in the Appraisal assumed that the subject property has been exposed to the market for 9 to 12 months or less at a price not more than ten percent(10%)above the appraised value. The Appraisal provides the"market value"of the Assessed Lots in the form of an"as is"value and an"as if complete"value. "As is"value is the value of specific ownership rights to an identified parcel of real estate as of the effective date of the appraisal, and relates to what physically exists and is legally permissible and excludes all assumptions concerning hypothetical market conditions or possible rezoning. "As if complete" value is the prospective value upon completion of the parcel site improvements. The Appraisal provides that because the completion of such improvements with respect to the Assessed Lots is 95% complete,the"as is"value is less than the"as if complete"value. 8 As indicated in Table 6 herein, each of the Assessed Lots has an overall"as is"lot value to assessment lien ratio of not less than 19 to I as of the valuation date of the Appraisal. See"RISK FACTORS-Failure or Inability to Complete Proposed Development" and "-Completion of the Public Infrastructure and the Other Infrastructure." There can be no assurance that the values described in the Appraisal are accurate or that the assumptions relied upon in the Appraisal were accurate. There can be no assurance that the values determined in the Appraisal are related in any way to future value or the value as of the date of any default under the Bonds. See "RISK FACTORS-Appraised Value." Full Cash Values. The"full cash value"of the District for tax year 2024 as determined by the Assessor(as defined herein) of Pinal County, Arizona(the "County") does not include the Assessed Lots because the Assessed Lots were patented after tax year 2024 valuations were determined. It is estimated that the"full cash value"determined by the Assessor of the County for lots within the District similar to the Assessed Lots is significantly less than the values of the Assessed Lots shown in the Appraisal. (Estimated "full cash value" is the total market value as determined by the County Assessor of Pinal County,Arizona(the"Assessor");in determining the full cash value of the Assessed Lots and other lots within the District similar to the Assessed Lots,the property is expected to be initially valued as"Vacant and Agricultural Land"by the Assessor.) OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER OVERLAPPING TAXES Introduction The District has no control over the amount of additional indebtedness or other amounts payable from taxes or assessments on all or a portion of the property within the District or the area that encompasses the Assessed Lots which may be issued or levied in the future by other governmental entities or political subdivisions,including but not limited to the City,the County,school districts,certain other special districts or other entities having jurisdiction over all or a portion of the land within the District or such area. To the extent such indebtedness is payable from property taxes,such taxes will have a lien on the property within the District paramount and superior to the lien of the Special Assessments. Under current law, any special assessment lien securing indebtedness issued after the Bonds by any such entity would be subordinate and subject to the lien of the Special Assessments. See"Other Debt of the District" in this section. Currently,there are no prior special assessment liens on the area that encompasses the Assessed Lots. SEE ALSO, "RISK FACTORS- Direct and Overlapping Indebtedness and Taxes" FOR A DISCUSSION ABOUT THE IMPACT OF SUCH LIENS,EVEN IF SUCH LIENS ARE SUBORDINATE LIENS. For tax purposes in Arizona, real property is either valued by the assessor of the county or the Arizona Department of Revenue.Property valued by the Arizona Department of Revenue is referred to as"centrally valued" property and is generally owned by large mine and utility entities. Property valued by the assessor of the county is referred to as "locally assessed" property and generally encompasses residential, agricultural and traditional commercial and industrial property. While locally assessed property in the State has two different values,"limited property value"and"full cash value,"only the limited property value is used as the basis for taxation. The full cash value is maintained and used as the benchmark for determining the taxable value. The limited property value of real property and improvements, including mobile homes, used for all ad valorem property tax purposes (both primary and secondary as hereinafter described)is limited by the Arizona Constitution to the lesser of the full cash value of the property or an amount five percent(5%)greater than the limited property value of the property determined for the prior year. Such limitation on an increase in value does not apply to certain types of property set forth in the Arizona Constitution and the Arizona Revised Statutes. For centrally valued property and personal property(except mobile homes),the full cash value of the property is used as the basis for taxation. All property both real and personal is assigned a classification (defined by property use) and related assessment ratio that is multiplied by the limited property value or full cash value of the property, as applicable, to obtain the limited assessed property value and the full cash assessed value, respectively. The assessment ratio for agricultural and vacant land is currently 15%,the assessment ratio for owner-occupied residential property is currently 9 10%. Net assessed limited property value("Net Assessed Limited Property Value")is determined by excluding the value of property exempt from taxation from limited assessed property value and from full cash assessed value of centrally valued property and combining the resulting two amounts. Taxes levied for the maintenance and operation of counties,cities,towns,school districts,community college districts and the State are primary taxes.These taxes are levied against the assessed valuation of the property(taxable value multiplied by the appropriate assessment ratio). The primary taxes levied by each county, city, town and community college district are constitutionally limited to a maximum increase of two percent(2%)over the prior year's levy plus any taxes on property not subject to taxation in the preceding year (e.g., new construction and property brought into the jurisdiction because of annexation). The two percent (2%) limitation does not apply to primary taxes levied on behalf of school districts. Primary taxes on residential property only are constitutionally limited to one percent(1%)of the limited value of such property. Taxes levied for debt retirement, voter-approved budget overrides and the maintenance and operation of special service districts such as sanitary,fire and road improvement districts are secondary taxes.These taxes are also levied against the assessed valuation of the property as described above. There is no constitutional or statutory limitation on annual levies for voter-approved bond indebtedness or special district assessments. All taxes become a lien upon the property assessed(they are not a personal obligation of the property owner), attaching on the first day of January of each tax year. Generally, a tax lien is not satisfied or removed until the taxes are paid or the property is finally vested in a purchaser under a tax lien sale as hereinafter described. An ad valorem property tax lien is prior and superior to all the liens and encumbrances on the property,except liens and encumbrances held by the State. If the ad valorem property taxes are not paid when due,the Treasurer is required to secure a payment through the sale of the tax lien. Not later than December 31 of each year,the Treasurer must prepare a list of all real property upon which the ad valorem property taxes for prior years were unpaid and delinquent. The property so listed is advertised for sale,and the sale of the tax lien for delinquent ad valorem property taxes must be held by the Treasurer in February of the calendar year immediately following the publication of notice of the tax lien sale. The Treasurer will offer at the sale a tax lien on each delinquent property at a price equal to the amount of taxes,interest and penalties due on the property to the bidder willing to accept the lowest rate of interest on the amount paid by the bidder for the tax lien. If no bidder is willing to accept sixteen percent(16%)per annum or less,the lien is assigned to the State and held for subsequent resale. If a tax lien is sold,the bidder is required to pay in cash at the time of sale a purchase price equal to the amount of taxes, interest and penalties due on the property. If the lien is assigned to the State, the ad valorem property taxes due will remain unpaid until subsequent resale or redemption of the property. Accordingly, delinquent ad valorem property taxes should, if the assessed property has sufficient value to attract bidders at the tax lien sale,be recovered within fifteen(15)months after the end of the calendar year in which such taxes were levied and assessed. The holder of a tax lien is entitled to foreclose the right to redeem the tax lien by judicial sale after the third anniversary of the tax lien sale. Existing,Overlapping,Superior,General Obligation Bonded Indebtedness and Taxes Overlapping,general obligation bonded indebtedness and tax levies for other purposes with respect to land which encompasses the District, the lien for which is paramount and superior to that of the Bonds, is shown below including a breakdown of each overlapping jurisdiction's applicable general obligation bonded debt, Net Assessed Limited Property Value and combined tax rate per $100 of Net Assessed Limited Property Value. (While such indebtedness and tax levies also encompass Assessment Area No. 4, comparable information for Assessment Area No. 4 based on the Net Assessed Limited Property Value is not yet available. See footnote (a) to Table 1.) The applicable percentage of each jurisdiction's assessed valuation which lies within such area was derived from information obtained from the Assessor. The District has authorized the issuance of up to $400,000,000 principal amount of general obligation bonds at an election held on February 2,2022(the`Election"). The District anticipates its first issuance of general obligation bonds in 2024. See "Other Additional, Overlapping, Superior, General Obligation Bonded Indebtedness and Taxes"in this section. 10 TABLE I OVERLAPPING GENERAL OBLIGATION BONDED INDEBTEDNESS Portion Applicable to the District(a) Total Tax 2024/25 General Proportion Applicable Rates Per$100 Net Assessed Obligation to the District(a) Net Assessed United Bonded Approximate Net Debt Limited Property Overlapping Jurisdiction Property Value Debt(b) Percent Amount Property Value(c) State of Arizona $ 88,425,611,337 None 0.00% None None Pinal County 3,772,917,916 None 0.07 None 3.7628 (d) Pinal County Community College District 3,772,917,916 $ 51,445,000 0.07 $ 37,243 1.8128 Central Arizona Water Conservation District 3,772,917,916 None 0.07 None 0.1400(d) Fast Valley Institute of Technology 937,089,484 None 0.29 None 0.0500 Apache Junction Unified School District No.43 579,814,797 6,825,000 0.47 32,151 3.6895 Superstition Fire&Medical District 563,075,279 1,338,000 0.49 6,490 3.8050 City of Apache Junction 214,344,520 None 1.27 None 0.0000 Superstition Vistas Community Facilities District No.1(e) 2,731,381 None 100.00 None 3.6000 $ 75,885 (a) Proportion applicable to Assessment Area No. 4 is not available. Proportion applicable to the District was used instead.For Tax Year 2024,portions of the land within the boundaries of the District were still owned by ASLD and therefore not subject to property taxes and assessed values were not assigned to such portions of the District. Because the area that encompasses Assessment Area No.4 only encompasses the area shown on the maps,which is a smaller area than the area of the District,these amounts are greater than what actually overlaps such area.If the assessed value within the District increases at a faster rate than the overlapping jurisdictions, the amount of overlapping debt allocated for payment within the District will increase. (b) Includes total stated principal amount of general obligation bonds outstanding. Does not include outstanding principal amounts of certificates of participation or revenue obligations outstanding for the jurisdictions listed above. Also does not include outstanding principal amounts of bonds of various assessment districts or areas as the obligations of these districts are presently being paid from special assessments against property within the various districts. Does not include authorized but unissued general obligation bonds of such jurisdictions which may be issued in the future. Also does not include the obligation of the Central Arizona Water Conservation District ("CAWCD") to the United States Department of the Interior the("Department of the Interior"),for repayment of certain capital costs for construction of the Central Arizona Project("CAP"), a major reclamation project that has been substantially completed by U.S. Department of the Interior. In April of 2003,the United States and CAWCD agreed to settle litigation over the amount of the construction cost repayment obligation,the amount of the respective obligations for payment of the operation, maintenance and replacement costs and the application of certain revenues and credits against such obligations and costs. Under the agreement,CAWCD's obligation for substantially all of the CAP features that have been constructed so far will be set at$1.646 billion,which amount assumes(but does not mandate)that the United States will acquire a total of 667,724 acre-feet of CAP water for federal purposes. The United States will complete unfinished CAP construction work related to the water supply system and regulatory storage stages of CAP at no additional cost to CAWCD. Of the $1.646 billion repayment obligation, 73%will be interest bearing and the remaining 27%will be non-interest bearing. These percentages have been fixed for the entire 50-year repayment period, which commenced October 1, 1993. CAWCD is a multi-county water conservation district having boundaries coterminous with the exterior boundaries of Arizona's Maricopa, Pima and Pinal Counties. The obligation is evidenced by a master contract between CAWCD and the Department of the Interior. CAWCD was formed for the express purpose of paying administrative costs and expenses of the CAP and to assist in the repayment to the United States' portion of the CAP capital costs. Repayment will be made from a combination of power revenues, subcontract revenues (i.e., agreements with municipal, industrial and agricultural water users for delivery of CAP water) and a tax levy against all taxable property within CAWCD's boundaries. At the date of this Official Statement,the tax levy is limited to 14 cents per$100 of Net Assessed Limited Property value, of which 14 cents is currently being levied. (See Arizona Revised Statutes, 11 Sections 48-3715 and 48-3715.02) There can be no assurance that such levy limit will not be increased or removed at any time during the life of the contract. (c) The combined tax rate includes the tax rate for debt service payments and the tax rate for all other purposes such as maintenance and operation and capital outlay. (d) The County's tax rate includes the$0.1693 tax rate of the Pinal County Flood Control.District, the $0.0913 tax rate of the Pinal County Free Library,the$0.0522 tax rate for the contribution to the Pinal County Fire District Assistance and the $3.45 tax rate of the County. The State does not currently levy ad valorem taxes. The net assessed limited property value of the County Flood Control District does not include the personal property assessed valuation within the County. The net assessed limited property value for the CAWCD reflects the assessed valuation located within the County only. The County is mandated to levy a tax annually in support of fire districts in the County. All levies for library districts, hospital districts, fire districts, technology districts, water conservation districts and flood control districts are levied on the net full cash assessed value. (e) Does not include the Bonds. Does not include previously issued special assessment bonds or general obligation bonds expected to be issued by the District in the future. See Table 3. The District levied the Operation and Maintenance Tax(as defined herein) and property taxes to pay anticipated general obligation bond debt service and to collect revenues from the portion of the land within the District boundaries patented by the Developer and no longer owned by ASLD. The lien for taxes for both debt service and operation and maintenance purposes would be superior and paramount to that for the Special Assessments with respect to the Bonds. See "OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER OVERLAPPING TAXES-Other Debt of the District"herein. Source: Pinal County Assessor Department,the various entities,the Pinal County Finance Department and Property Tax Rates and Assessed Values, Arizona Tax Research Association. Overlapping,Superior,General Obligation Bonded Indebtedness and Maintenance and Operations Tax of the District As noted above, pursuant to the Election, the District is authorized to incur general obligation bonded indebtedness in an amount not to exceed$400,000,000 in principal amount,of which$400,000,000 remains authorized but unissued, payable from ad valorem taxes levied on all property within the District without limit as to rate or amount. The District anticipates its first issuance of general obligation bonds in 2024. Authorized but unissued bonds will be issued over time in order to finance,among other things,the costs of public infrastructure within the District, including incidental costs and the costs of issuing bonds. (Additional bonds payable from such source could be authorized by elections in the future.) At the Election, the District also authorized the levy and collection of an ad valorem property tax of$0.30 per$100 of Net Assessed Limited Property value for administrative, operational and maintenance costs of the District (the "Operation and Maintenance Tax"). The lien for taxes for both general obligation bond debt service and operation and maintenance purposes would be superior and paramount to that for the Special Assessments with respect to the Bonds. See "RISK FACTORS-Direct and Overlapping Indebtedness and Taxes." Other Additional,Overlapping,Superior,General Obligation Bonded Indebtedness and Taxes As noted above, the District has no control over the amount of additional debt payable from taxes or tax levies for other purposes on all or a portion of the property within the District that may be issued or levied in the future by other political subdivisions,including but not limited to the City,the County,school districts,certain other special districts or other entities having jurisdiction over all or a portion of the land within the District. To the extent such obligations are payable from general property taxes, such taxes will have a lien on the taxable property within the District superior and paramount to that for the Special Assessments with respect to the Bonds. Additional indebtedness or tax levies for other purposes could be authorized for such overlapping jurisdictions in the future. See "RISK FACTORS-Direct and Overlapping Indebtedness and Taxes." The following jurisdictions which overlap the Assessed Lots have the indicated authorized but unissued general obligation bonded debt available for future issuance: 12 TABLE 2 AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS General Obligation Bonds Overlapping Jurisdiction Authorized but Unissued Apache Junction Unified School District No.43 None(a) The District $400,000,000 (a) On May 28,2024,the Governing Board of Apache Junction Unified School District No.43 voted to call a special bond election to be held on November 5, 2024, to authorize the sale and issuance of$20,000,000 of general obligation bonds of the district. Other Debt of the District The District has previously sold and issued special assessment bonds related to other assessment areas in the District,and such special assessment bonds are outstanding as listed in the following table. TABLE 3 OTHER DEBT OF THE DISTRICT FOR PUBLIC INFRASTRUCTURE ACQUISITION Assessment Final Balance Area No. Series Original Amount Maturity Outstanding 1 2023 $2,000,000 7/1/2047 $2,000,000 2 2023 1,395,000 7/l/2048 1,395,000 3 2024 695,000 7/l/2048 695,000 Total Other Debt of the District Outstanding $4,090,000 Plus: The Bonds 1,660,000* Total Other Debt of the District to be Outstanding $5,750,000* Does not include other special assessment bonds or general obligation bonds expected to be issued by the District in the future.Assessment Area No.4 is the fourth assessment area within the District. Other series of special assessment bonds payable solely from and secured by special, separate funds established and maintained by the District from installments due with respect to certain other special assessments may be issued by the District in the future. The term "special assessments" as used hereinabove refers to the assessments which would be levied and assessed by the District in the related assessment area which could encompass portions of the District,each of which would constitute a first lien on the parcel so levied and assessed, subordinate and subject only to general property taxes and prior special assessments. There can be no assurance that additional amounts of such bonds payable from special assessments will not be issued in the future,increasing the amount of liens on property in the District for such purposes. See"RISK FACTORS-Direct and Overlapping Indebtedness and Taxes." *Preliminary,subject to change. 13 SOURCES AND APPLICATIONS OF FUNDS The sources and applications of funds with respect to the Bonds are as follows: TABLE 4 SOURCES OF FUNDS Par Amount of Bonds $1,660,000.00* TOTAL SOURCES S1,660,000.00* USES OF FUNDS Payment of Costs of Issuance(including Underwriter's discount) $ Deposit to Reserve Fund Deposit to Bond Fund(representing capitalized interest) Deposit to Acquisition Fund TOTAL USES THE PUBLIC INFRASTRUCTURE The information contained in this section relates to and has been obtained from the Developer and none of the District, the Financial Advisor or the Underwriter or their respective attorneys,agents or consultants assumes any responsibility for the accuracy or completeness thereof. The information included under the heading "RISK FACTORS" as it relates to the information contained under this heading is hereby incorporated under this heading by this reference. The Public Infrastructure is comprised of the construction of a new roadway within the District known as Radiance Avenue, which cost approximately $6,400,000. The work includes construction of approximately 2,300 lineal feet within Phase IA and 4,200 lineal feet within Phase 1B including eighty-three feet (83') of right-of-way street improvements with four and one-half inches(41/2")of asphaltic concrete over an asphalt base course subgrade of eight inches (8"), and vertical curb, storm drain, storm drain manholes, catch basins, water fire hydrants, water valves, non-potable water, six foot(6') detached concrete sidewalks, concrete ramps,pavement,pavement striping, traffic signage,dry utilities, street lighting,and landscaping. All improvements are shown on the plans sealed by the engineer or the landscape architect and approved by the City,which may be amended from time to time to allow for additional property uses adjacent to Radiance Avenue that are not yet known. See "LAND DEVELOPMENT- In General." The Public Infrastructure was publicly bid in compliance with the process required by State law and the District; completion bonds have been obtained for all the Public Infrastructure. The Public Infrastructure has been completed by the Developer and was approved and accepted by the City in April 2024.Proceeds from the sale of the Bonds will be used by the District to acquire the Public Infrastructure. *Preliminary,subject to change. 14 THE OTHER INFRASTRUCTURE The information contained in this section relates to and has been obtained from the Developer, and none of the District, the Financial Advisor or the Underwriter or their respective attorneys,agents or consultants assumes any responsibility for the accuracy or completeness thereof. The information included under the heading "RISK FACTORS" as it relates to the information contained under this heading is hereby incorporated under this heading by this reference. Certain other infrastructure(collectively,the"Other Infrastructure")is being constructed in connection with the development of the Project. To date,the contract amounts for the Other Infrastructure listed below are in excess of$180,000,000,all of which is being paid by the Developer. The completion of the Other Infrastructure contributes to the values described in the Appraisal. Completion bonds for all of the Other Infrastructure are in place. Neither closings on the Assessed Lots nor the number of building permits that can be obtained within Assessment Area No.4 are contingent upon the completion of the Other Infrastructure.None of the Other Infrastructure is being financed with proceeds of the sale of the Bonds; some may,however,be the subject of general obligation bonds to be issued by the District in the future. The Other Infrastructure is more particularly described as follows: Ray Avenue—The roadway consists of approximately 6,027 lineal feet of half-street improvements(two lanes each direction with a paved median and bike lane) and five and one-half inches (51/2") of asphaltic concrete over an asphalt base course subgrade of twelve inches(12"),together with vertical curb, storm drain, storm drain manholes, catch basins,water fire hydrants,water valves,sewer,sewer manholes,detached concrete sidewalks,concrete ramps, pavement,pavement striping,traffic signal,traffic signage,dry utilities, street lighting, City of Apache Junction ITS conduit,and landscaping.The public improvements for the half-street of Ray Road,which consists of three lanes and a raised median,are complete and were conveyed to the City on or about April 2024. Meridian Road—The roadway consists of approximately 1,845 lineal feet of half-street improvements(two lanes each direction with a paved median and bike lane)and five and one-half inches(5'/z")of asphaltic concrete over an asphalt base course subgrade of twelve inches(12"),box culvert together with sewer, sewer manholes,water,fire hydrants, water valves, storm drain, detached concrete sidewalks, and landscaping. These improvements are under construction and scheduled to be completed on or about October 2024 and are expected to be conveyed to the City on or about January 2025. Ironwood Drive—The roadway consists of approximately 5,280 lineal feet of street improvements with five and one-half inches (5%") of asphaltic concrete over an asphalt base course subgrade of twelve inches (12"), and vertical curb, storm drain, storm drain manholes,box culverts, catch basins, water fire hydrants, water valves,non- potable water, sewer, sewer manholes, detached concrete sidewalks, concrete ramps, pavement,pavement striping, traffic signals, traffic signage, dry utilities, street lighting, City of Apache Junction ITS conduit, and landscaping. These improvements are under construction and will be completed on or about December 2024 and are expected to be conveyed to the City on or about January 2025. Williams Field Lift Station and Force Mains—These improvements include a 7.0 million gallon per day (MGD) lift station with pumps, motors,piping, valves, odor control unit, channel grinder, 30" gravity sewer, sewer manholes, sewer appurtenances, 49,000 lineal feet of 24"force main and 26,400 linear feet of 6"force main. These improvements are under construction and scheduled to be completed on or about June 2024 and expected to be conveyed to the City, or other governmental entities, as applicable, on or about August 2024. As of the date of this Official Statement, Phase One of the lift station that includes 6"pumps and the 6" force main is complete and in operation. Water Campus—Phase 1 Superstition Vistas Water Campus includes one(1)3.3 million gallon(MG),200- foot long, 100-foot wide, 23 to 25-foot tall, cast-in-place, buried concrete storage reservoir, a booster pump station that includes four(4)vertical turbine booster pumps and appurtenances,two(2)vertical turbine recirculation pumps and appurtenances,chemical feed system for sodium hypochlorite,one(1)5,000 gallon hydro pneumatic tank,related yard piping mechanical appurtenances, and related site work. These improvements were completed on or about May 2024 and conveyed to the City,or other governmental entities,as applicable,on or about July 2024. 15 LAND DEVELOPMENT The information contained in this section relates to and has been obtained from the Developer, and none of the District, the Financial Advisor or the Underwriter or their respective attorneys,agents or consultants assumes any responsibility for the accuracy or completeness thereof. The information included under the heading "RISK FACTORS" as it relates to the information contained under this heading is hereby incorporated under this heading by this reference. In General The Developer was the successful bidder at the public auction conducted by ASLD on or about November 4, 2020. Pursuant to the Certificate of Purchase 53-120190 recorded as Instrument No. 2020-1.37555,Records of Pinal County,Arizona,the Developer holds rights to acquire approximately 2,783 acres within the City,including the land within the boundaries of the District. The Developer entered into a purchase agreement to sell approximately one- half of the land that does not include the land within the boundaries of the District.The land within the boundaries of the District is also known as "Radiance at Superstition Vistas". The Project is zoned to permit both residential and commercial uses and is currently planned at full build-out to include, among other uses, approximately 700 acres of single-family residential units and approximately 675 acres of commercial and other use. (Only the Assessed Lots, and not the remaining area in the District,represent security for the Bonds.)(See maps at pages (iii), (v), (vii) and(x)for the location of the District and the Assessed Lots.)The major components of the infrastructure necessary for development of the Assessed Lots are described under the headings"THE PUBLIC INFRASTRUCTURE" and "THE OTHER INFRASTRUCTURE." Radiance at Superstition Vistas was annexed by the City and received City Council approval for zoning the Property to the Master Planned Community zoning district, as more particularly described in the MPC Zoning Ordinance and Development Plan Case No. P-21-50-MPC, adopted by the City on or about October 5, 2021, and a Development Agreement for Superstition Vistas,by and between the City and the Developer,dated October 28,2021, and recorded on November 4,2021,as Instrument No.2021-140530,Records of Pinal County,Arizona,as amended (the"Land Development Agreement"),which addresses, among other things, the rights of the Developer to develop the property as provided in and subject to the conditions of the Land Development Agreement. The Land Development Agreement addresses various issues oftentimes made the subject of development agreements in Arizona, such as, among other things, City services, reimbursements to the Developer for certain public infrastructure, the City's processing of plans and permits, and public bidding. The Land Development Agreement also addresses the right to obtain and obligation to provide potable water and the required capital and operations contributions to the City for water, sewer, police and fire services within the District. Police, fire, and sanitation services are provided to the District by the City. The Developer is obligated to assist in the funding of certain capital and operational costs associated with the provision of water,sewer,police,and fire protection within the District. Although the number of acres devoted to each particular land use may ultimately vary from those presented, the development of the District and the Assessed Lots is currently anticipated to include the following land uses: TABLE 5 Approximate Approximate Assessment Total District District Acres Area No.4 Acres Single Family Residential 700 48 Non-Residential(a) 675 0 Total 1,375 48 (a) Includes police and fire stations, schools, civic and commercial uses and common area, and neighborhood open space. 16 Development of the property within the District and construction of homes and infrastructure is subject to obtaining various development and construction approvals and permits. As a condition to the sale of homes built on the Assessed Lots,the Developer is required to obtain building and any additional permits required for the construction completion of all such homes and certain other infrastructure. Under the Land Development Agreement, the Developer is responsible for the construction of all offsite infrastructure,neighborhood parks,and entry improvements. Some of the offsite infrastructure,neighborhood parks, and entry improvements will be constructed through a Joint Development Agreement with Brookfield (as defined herein). The Developer is responsible for subdivision improvements necessary to deliver fully finished single-family lots. Single family and multi-family residences will be constructed by either the Developer,its affiliate,or assignee. The Developer The Developer is a public company formed under the laws of the State of Delaware,whose common stock is traded on the New York Stock Exchange under the symbol"DHI."Founded in 1978 and headquartered in Arlington, Texas, the Developer constructs and sells homes in 33 states and 118 metropolitan markets of the United States generally under the names of D.R.Horton,America's Builder,Emerald Homes,Express Homes and Freedom Homes. The Developer is subject to the informational requirements of the Securities Exchange Act of 1934, as amended(the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statement and other information(collectively,the"Filings")particularly,the Developer's Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed by the Developer with the Commission on or about November 14,2023, and the Developer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,2024,as filed by the Developer with the Commission on or about July 23,2024, set forth certain data relative to the consolidated results of operations and financial position of the Developer and its subsidiaries,as of such dates. The Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission,including the Developer. The address of such website is www.sec.gov. In addition,the aforementioned material may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, NY 10005. All documents subsequently filed by the Developer pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the Commission prescribes. Copies of the Developer's Annual Report and each of its other quarterly and current reports,including any amendments,are available from the Developer's investor relations website at investor.drhorton.eom. The foregoing websites and references to filings are included for reference only,and the information on these websites and on file with the Commission are not a part of this Of Statement and are not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Investors should not rely on the information and financial statements contained on these websites in evaluating whether to buy, hold or sell the Bonds. Some of the statements contained in the annual reports and the quarterly and current reports may be construed as `forward-looking statements"within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on Developer's management's beliefs as well as assumptions made by, and information currently available to, Developer's management. These forward-looking statements typically include the words "anticipate," "believe," "consider," "continue," "could," "estimate," "expect," `forecast," goal," "intend," "likely," "may," "outlook," "plan," `possible," `potential," predict," `projection," "seek," "should," "strategy," "target," "will," "would" or other words of similar meaning. Any or all of the forward-looking statements included in the annual reports and the quarterly and current reports may not approximate actual experience, and the expectations derived from them may not be realized,due to risks,uncertainties and other factors.As a result, actual results may differ materially from the expectations or results in the forward-looking statements. 17 The District Utility Services.Wastewater collection and treatment within the District are provided by the Apache Junction Sewer District and potable water production and distribution within the District are provided by Water Utilities Community Facilities District(City of Apache Junction,Arizona)(the"Apache Junction Water District"). Electrical service within the District is provided by Salt River Project. Telephone and cable service is provided by Mediacom and Cox Communications. Schools. Elementary School: Desert Vista Elementary School(K-5), 3701 East Broadway Avenue,Apache Junction,Arizona 85119,approximately 61/2 miles northeast of the project.Junior High School:Cactus Canyon Junior High School(6-8),801 West Southern Avenue,Apache Junction,Arizona 85120.High School:Apache Junction High School,(9-12),2525 South Ironwood Drive,Apache Junction,Arizona 85120.A segment of the District may be zoned for a future elementary school.Within the City boundaries,there are three charter schools and a segment is zoned for a future charter school. Assessed Lots The location of the parcels containing the Assessed Lots is shown on the map at page(x).Final zoning with respect to the Assessed Lots has been obtained and is consistent with the Developer's current development plans for such lots; all such lots are also subject to final plats. While the lot sizes vary, there are typically three sizes/types of lots: 45' wide x 95' deep, 45' wide x 120' deep, and 50' wide x 120' deep, with homes ranging in size from approximately 1,400 to 2,500 square feet and with starting base prices of approximately$400,000 to under$600,000. As of the date hereof, the Developer has invested approximately $19.6 million into the development of Assessment Area No.4(not including land acquisition).All the Assessed Lots are finished lots and ready for retail purchasers to enter into retail sale contracts for homes to be built.No move-in ready homes have been built on the Assessed Lots as of August 2024.As of the date hereof,the Developer owns all of the Assessed Lots,as indicated in Table 6. Neither the Developer nor any subsequent owners of any Assessed Lot are obligated to pay the Special Assessments, and the assets of the current owner or any subsequent owners, other than the Assessed Lots, do not secure such payment. The Special Assessments are secured only by the Assessed Lots. The Special Assessments are not cross-defaulted Any owner, current or subsequent, could choose to pay one Special Assessment and not another for Assessed Lots it owns. [Remainder of page intentionally left blank.] 18 TABLE 6(a) Estimated Per Lot Assessment Appraised Value Estimated Value to Per Lot Number of Average Typical Lot Per Per Assessed Lot Appraised Value Assessment Value to Location of Assessed Lot Size(square Assessed —As If Per Assessed Lot— Lien—As If Assessment Assessed Lots(b) Lots Size(c) feet) Lot Completed(d) As Is(c) Completed Lien—As Is Parcel 19.6 &19.7 174 48 x 120 5,760 $5,000 $104,000 $99,000 20.8:1 19.8:1 Parcel 19.8& 19.9 158 52 x 134 6,969 $5,000 $110,000 $104,500 22.0:1 20.9:1 TOTAL 332 (a) The Developer is the owner of the Assessed Lots.The Developer is subject to the informational reporting requirements of the Exchange Act,and in accordance therewith the filings with the Commission. Such Filings may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington,D.C.20549. Copies of the Filings can be obtained from the public reference section of the Commission at prescribed rates. In addition,Filings may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York,New York 10005. The Filings may also be obtained from the Commission's EDGAR database of the Commission at http://www.sec.gov.None of the District,the Underwriter,the Financial Advisor,Bond Counsel or counsel to the Underwriter or their agents or counsel have examined the information set forth in the Filings for accuracy or completeness,or examined similar information for entities or the parent company that are not subject to same or similar informational reporting requirements.See"Risk Factors—No Review of Filings." (b) The location of these parcels is depicted on the maps at pages(vii)and(x). (c) Lot sizes vary. (d) See "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS — Special Assessment Amounts and Land Values" and, particularly, APPENDIX C-"EXECUTIVE SUMMARY OF APPRAISAL." 19 The table below reflects the Developer's total single-family lot closings in 2023,and projections for sales of the Assessed Lots and other lots in the District in 2024 through 2027. See"LAND DEVELOPMENT—The District." TABLE 7 Estimated Estimated Total Calendar Single-Family Lot Closings in Single-Family Lot Year Assessment Area No.4(a) Closings in District(b) 2023 0 300 2024 20 500 2025 120 500 2026 120 500 2027 72 500 (a) Closings for Assessment Area No.4 will begin in November 2024. (b) Actual figures for 2023.Closings in 2024 through July 31,2024 are 361.Total estimated closings in District include anticipated lots patented from ASLD. There can be no assurance that build-out will occur at the rates indicated hereinabove or if any such sales will be consummated. Moreover,as the ownership of the Assessed Lots is subject to change,the development plans may not be continued by the subsequent owner if the Assessed Lots are sold;however development by any subsequent owner will be subject to the policies and requirements of the City. The projections above are also subject to the timely completion of the Public Infrastructure and the Other Infrastructure. The amounts due with respect to the Special Assessments are not personal obligations of the owners of the Assessed Lots;the Bonds will be secured solely by the Special Assessments. See"RISK FACTORS- General Risks of Real Estate Investment and Development; Certain Factors Which May Adversely Affect Development; Consequences," ..— Concentration of Ownership; Subsequent Transfer,""-Failure or Inability to Complete Proposed Development"and"-Completion of the Public Infrastructure and the Other Infrastructure." RISK FACTORS Investment in the Bonds involves a significant degree of risk and is speculative in nature. INVESTMENT IN THE BONDS SHOULD BE UNDERTAKEN ONLY BY PERSONS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME SUCH RISK. THIS SECTION SETS FORTH A BRIEF SUMMARY OF SOME OF THE PRINCIPAL RISK FACTORS.PROSPECTIVE INVESTORS SHOULD FULLY UNDERSTAND AND EVALUATE THESE RISKS,IN ADDITION TO THE OTHER FACTORS SET FORTH IN THIS OFFICIAL STATEMENT,BEFORE MAKING AN INVESTMENT DECISION. This discussion of risk factors is not, and is not intended to be, exhaustive, and such risk factors are not necessarily presented in the order of their magnitude. General Risks of Real Estate Investment and Development; Certain Factors Which May Adversely Affect Development;Consequences Investments in developing real estate such as undeveloped areas in the District like the Assessed Lots are generally considered to be speculative in nature and to involve a high degree of risk. Owners of land in the District will be subject to the risks generally incident to real estate investments and development including those described herein. Construction of houses on the lots within the District may be affected by changes in the income tax treatment of real property ownership;changes in national,regional and local market and economic conditions; changes in long and short term interest rates; changes in the climate for real estate purchases; changes in demand for or supply of competing properties; unanticipated development costs, market preferences and architectural trends; unforeseen environmental risks and controls;the adverse use of adjacent and neighboring real estate;changes in interest rates and the availability of mortgage funds and homeowners insurance to buyers of the homes to be built in Radiance,which may render the sale of such homes difficult or unattractive;acts of war,terrorism or other political instability;delays 20 or inability to obtain governmental approvals;pandemics and epidemics;changes in laws;moratorium;force majeure (which may result in uninsured losses);strikes;labor shortages;energy shortages;material shortages;inflation;climate change;adverse weather conditions;subcontractor defaults;and other unknown contingencies and factors beyond the control of the owners of such land. Land development within the District could also be affected adversely by changes in governmental policies,including,but not limited to,governmental policies to restrict or control development. (Any approvals needed in the future for the development must come from the City,over which the District has no control.) The residential development business,particularly with respect to communities such as Radiance,is highly competitive in the Phoenix metropolitan area. The Developer's construction and sale of houses in the District will face competition from a number of competitors in the City and other developments throughout the Phoenix metropolitan area, many of which offer or intend to offer lots and parcels in similar communities to a similar target market. Decreased absorption rates associated with future slowdown could adversely affect land values and reduce the ability or desire of the property owners to pay ad valorem property taxes and assessments. In that event, there could be a default in the payment of principal of and interest on the Bonds. THE TIMELY PAYMENT OF THE BONDS DEPENDS UPON THE WILLINGNESS AND ABILITY OF THE OWNER OF THE ASSESSED LOTS AND ANY SUBSEQUENT OWNERS TO PAY THE SPECIAL ASSESSMENTS WHEN DUE. AS NOTED IN TABLE 6, OWNERSHIP OF THE ASSESSED LOTS IS CURRENTLY CONCENTRATED IN ONE ENTITY,THE DEVELOPER. ANY OR ALL OF THE FOREGOING FACTORS COULD REDUCE THE WILLINGNESS AND THE ABILITY OF THE DEVELOPER TO PAY THE SPECIAL ASSESSMENTS ON ANY ONE OR ALL OF THE ASSESSED LOTS IT OWNS AND COULD GREATLY REDUCE THE VALUE OF THE ASSESSED LOTS IN THE EVENT SUCH PROPERTY HAS TO BE FORECLOSED. IN THAT EVENT,THERE COULD BE A DEFAULT IN THE PAYMENT OF THE BONDS. The land encompassing the Assessed Lots is partially developed and, if any or all of the foregoing occurs, the undeveloped portion could continue as such. Vacant land provides less security to the holders of the Bonds should it be necessary for the District to foreclose due to nonpayment of the Special Assessments. An inability to develop the remaining land within such area will likely reduce the potential future diversity of ownership of the Assessed Lots. Development,including the phase of the development plan for the Assessed Lots,requires obtaining a variety of governmental approvals and permits. Such approvals and permits are necessary to initiate construction and to allow the sale and occupancy of homes and to satisfy conditions included in the approvals and permits. There can be no assurance that all or any of these permits and approvals can be obtained or that the conditions to the approvals and permits can be fulfilled. The failure to obtain any of the required approvals or fulfill any one of the conditions could cause materially adverse financial consequences to the present owners of the Assessed Lots. Concentration of Ownership; Subsequent Transfer There can be no assurance that the Developer has the financial capability to complete development within the Project. Because there can be no assurance that the Developer will be able to raise additional capital,nor that bank loans will be available to the Developer sufficient to pay all costs attributable to the Project,the Developer may have to depend on revenues from sales of lots and parcels to generate cash flow and otherwise make funds available to pay all costs associated with the ownership,operation and development of the Project. If the Developer has to depend on sales of lots and parcels to generate cash flow,there can be no assurance that sufficient funds will be available to the Developer to pay all of its obligations and liabilities, including, without limitation, Special Assessments (including those relating to property then owned by the Developer to be applied to pay the Bonds), as such obligations and liabilities become due and payable. See Table 6 with regard to the concentration of ownership of property in, and obligation for payment of Special Assessments of,the Developer. Failure or Inability to Complete Proposed Development The development of Radiance (including that encompassing the Assessed Lots) will be phased so that the Project will not be developed at one time. The funding for each phase development of Radiance will be provided by the Developer and other sources. The availability of funding for the completion of Radiance will depend upon the demand for residential lots or units within Radiance and local,regional and national market and economic conditions. No assurance is given that funding will be obtained for all phases of development of Radiance,or,if obtained,will be 21 in an amount sufficient to complete development of Radiance. If satisfactory funding is unavailable, completion of the development of the balance of Radiance may be delayed or suspended. Public and private on-site and off-site improvements may increase the public and private debt for which the land within the District including the Assessed Lots is security. The burden of additional debt would be placed on the land within the District to complete the necessary improvements. See "RISK FACTORS—Direct and Overlapping Indebtedness and Taxes." Completion of the Public Infrastructure and the Other Infrastructure The construction of infrastructure for development of the land in the District(including in the Assessed Lots) is not yet complete. See"LAND DEVELOPMENT." The cost and time for completion of all of such improvements is uncertain and may be affected by changes like those described herein.If cost overruns result in delay of construction, or if other delays are experienced,the sale of lots and construction of homes may be delayed. Failure or inability to complete proposed development,including development of necessary utilities,could affect adversely development of the land in the District. Availability of Utilities Water and sewer service to the District will be provided by the Apache Junction Water District and the Apache Junction Sewer District, respectively, as described under the subheading "LAND DEVELOPMENT- The District." Failure or inability to complete proposed development,including development of necessary utilities,could affect adversely development of the land in the District,including the Assessed Lots. See"RISK FACTORS—Failure or Inability to Complete Proposed Development." Certain utilities are to be developed by the Developer,Brookfield, the Apache Junction Water District and the Apache Junction Sewer District pursuant to certain development agreements including as described above. There can be no assurances that such utilities will be financed and developed. Availability of Water The Developer's ability to develop the land within the District and to subdivide the real property included within the District is dependent upon the land having a 100-year assured water supply,as determined by the Arizona Department of Water Resources and applicable law. The Developer previously completed the subdivision of the real property comprising the Assessed Lots in accordance therewith. Potable water production and distribution for the Project are provided by the Apache Junction Water District, which has been designated as having a 100-year water supply based on the Apache Junction Water District's available surface and ground water rights. If the Apache Junction Water District were to lose its 100-year water supply designation,however,the sale of subdivided land and the future subdivision of land within the Project could,and likely would,be halted until the situation could be resolved. Since January 2022,Arizona has operated under a drought contingency plan and has received a reduced allocation of Colorado River water for agricultural purposes through CAP. (See the final paragraph in footnote(b)to Table 1 for a description of CAP.) The Apache Junction Water District's water supply comes from a variety of sources which include Colorado River water received through an allocation from the CAP, groundwater, reclaimed water/treated effluent and replenished groundwater. Notwithstanding the foregoing, the drought conditions in Arizona are subject to change,and none of the Developer,the District,the Financial Advisor,the Underwriter,or their agents or counsel make any assurances as to future water availability or what impact,if any,the lack of water availability may have on the Developer's continued development of the Project, the valuation of the Assessed Lots or the willingness of the owners of the Assessed Lots to pay the installments of the Special Assessments. Direct and Overlapping Indebtedness and Taxes The ability of an owner of an Assessed Lot to pay the Special Assessment could be affected by the existence of other taxes and assessments imposed upon the property. The District and other public entities whose boundaries overlap those of the District could,without the consent of the District and,in certain cases,without the consent of the owners of the land within the District,impose additional ad valorem taxes or assessment liens on the property within the District in order to finance public improvements to be located inside or outside of the District. (The existing public debt relating to the District is set forth in"OVERLAPPING,ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER OVERLAPPING TAXES.") The lien created on the property within the District through the levy of ad valorem taxes would be superior and paramount to that for the Special Assessments securing the Bonds. The 22 imposition of additional superior and paramount liens, or subordinate liens in the case of future special assessments, or for that matter for private financing, may reduce the ability or willingness of the landowners to pay the Special Assessments.In that event,there could be a default in the payment of the Bonds. Appraised Value The Appraisal was prepared for the purpose of providing the opinion of the Appraiser of"market value"of the Assessed Lots. See"SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS-Special Assessment Amounts and Land Values-Appraisal Values"and APPENDIX C—"EXECUTIVE SUMMARY OF APPRAISAL." Subject to the limitations,terms and conditions thereof,the Appraisal provides the opinion of the Appraiser of"market value"assuming,among other things, a cash transaction or one involving financing at market terms after a reasonable exposure time and satisfactory completion of master-plan infrastructure pertaining to the subject properties as described therein and summarized in the Executive Summary of Appraisal. Each of the Assessed Lots has an overall"as is"lot value to assessment lien ratio of not less than 19 to 1 as of the valuation date described in the Appraisal. The "as is" lot value to assessment lien ratio of each individual lot is different though. See "RISK FACTORS-Failure or Inability to Complete Proposed Development'and"-Completion of the Public Infrastructure and the Other Infrastructure." There can be no assurance that the values described in the Appraisal are accurate or that the assumptions relied upon in the Appraisal were accurate. There can be no assurance that the values determined in the Appraisal are related in any way to future value or the value as of the date of any default under the Bonds. No assurance can be given that should any Assessed Lot become delinquent due to unpaid Special Assessments, and be foreclosed upon and sold for the amount of such delinquency, that any bid would be received or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Assessment or would approximate the appraised value. Non-Payment of Assessments As discussed below,payments with respect to the Special Assessments could be insufficient to pay the Bonds due to nonpayment of the amounts levied. In order to pay debt service on the Bonds, it is necessary that the Special Assessments be paid in a timely manner. Should a Special Assessment not be paid on time,the District has established the Reserve Fund in the amount of the Reserve Fund Requirement to pay debt service on the Bonds to the extent other funds are not available therefor. Foreclosure proceedings will be instituted against any property with a delinquent Special Assessment in order to obtain funds to pay debt service on the Bonds. If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could,but would not be required to,advance the amount of the delinquent Special Assessment to protect its security interest. See"SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS-Foreclosure Process"for provisions which apply if foreclosure is required and which the District is required to follow in the event of delinquency in the payment of a Special Assessment. If amounts are withdrawn from the Reserve Fund to make payments on the Bonds on account of a default in. a Special Assessment,the amount received by the District from the corresponding Assessed Lot, after the deduction of the expenses of sale,will be paid over and credited to the Reserve Fund. Bankruptcy and Foreclosure Delays The payment of the Special Assessments and the ability of the District to foreclose the lien of delinquent, unpaid Special Assessments may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of Arizona relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by bankruptcy,reorganization,insolvency or other similar laws affecting the rights of creditors generally. Although bankruptcy proceedings would not cause the Special Assessments to become extinguished, bankruptcy of a property owner could result in a delay in foreclosure proceedings and could result in the possibility 23 of a delinquent Special Assessment not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. Depletion of Reserve Fund Failure of the owners of the Assessed Lots to pay the Special Assessments when due could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the resales of property upon a foreclosure or otherwise or delinquency redemptions after a foreclosure sale, if any. There could be a default in payments of the principal of, and interest on,the Bonds if sufficient amounts are not available in the Reserve Fund. Certificate of Purchase and Participation and Infrastructure Contract On or about November 4, 2020 (the "Auction Date"), the Developer was the successful bidder at ASLD Auction No. 53-120190 for certain land comprising approximately 2,783 acres, including the District land (the "District Land"),located within the planning boundaries of the City of Apache Junction,Pinal County,Arizona(the "Auction Land"). Horton made a down payment to ASLD of approximately ten percent(10%)of the purchase price for the Auction Land and ASLD issued Certificate of Purchase No. 53-120190 (the "Certificate of Purchase") to Horton to evidence Horton's right to acquire the Auction Land and obligation to pay the balance of the purchase price with interest over twenty-five (25)years as Horton obtains patents for parcels of the Auction Land. Horton entered into a purchase and sale agreement with Brookfield Homes Holdings,LLC(together with its successors and assigns, "Brookfield"),pursuant to which Horton agreed to sell, and Brookfield agreed to purchase, approximately one-half ('/2) of the Auction Land. None of the Auction Land that is the subject of the purchase and sale agreement with Brookfield is District Land. Horton patented the portion of the Auction Land that is the subject of the Bonds, but Horton has no obligation to pay interest or principal payments with respect to the Auction Land or patent additional Auction Land prior to the maturity date of the Certificate of Purchase,i.e.,November 4,2045.Horton may,in its sole discretion,elect to discontinue development of the District Land or discontinue construction and sales of homes within Assessment Area No.4. Concurrently with the delivery of the Certificate of Purchase,ASLD and Horton entered into the Participation and Infrastructure Contract Regarding ASLD Sale No. 53-120190 (the"Participation Contract"),with respect to the Auction Land and certain adjacent land that is owned by ASLD(the"Retained Property").Pursuant to the conditions described in the Participation Contract, Horton agreed, among other things: (1) to zone and otherwise entitle the Auction Land and Retained Property in accordance with the terms of the Participation Contract, (2) following entitlement, to construct certain improvements for the benefit of the Auction Land and Retained Property, and(3) upon sales by Horton of all or portions of the Auction Land,to pay ASLD a participation payment in accordance with the terms of the Participation Contract.Among other things,the Participation Contract permitted Horton to cause all or portions of the Auction Property(prior to issuance of patents to Horton)to be included within the boundaries of the District in accordance with A.R.S. Sections 48-701, et seq., and to authorize the District to issue general obligation bonds to provide moneys for public infrastructure purposes,levy ad valorem property taxes for the payment of debt service on the general obligation bonds and operation and maintenance expenses of the District and to levy assessments of the costs of public infrastructure purposes; provided,however,pursuant to A.R.S. Section 37-252, the portion of the Auction Land within the boundaries of the District still owned by ASLD is not subject to taxation until ASLD issues a patent to such Auction Land or until seven(7)years after the Auction Date,whichever occurs first. ASLD can cancel the Certificate of Purchase and terminate the Participation Contract prior to the maturity date of the Certificate of Purchase under the following limited circumstances: (i)Horton's failure to pay a Monetary Obligation (as defined in the Participation Contract), including an Infrastructure Payment (as defined in the Participation Contract),(ii)Horton's failure to complete a Project Entitlement by the applicable Project Milestone(as defined in the Participation Contract),or(iii)Horton's failure to satisfy a Sales Hurdle(as defined in the Participation Contract). After the notice and cure period in the Participation Contract expires, ASLD must give notice within 60 days after the default of its intent to cancel the Certificate of Purchase.Horton has 60 days from the notice date to cure the default. If Horton does not cure the default, ASLD can then make a formal order canceling the Certificate of Purchase and Horton has 30 days to appeal. If no appeal is filed, the order becomes final. Upon cancellation of the Certificate of Purchase, the Participation Contract automatically terminates. On Horton's request, the ASLD Commissioner may extend the time for payment. 24 If the Certificate of Purchase is canceled and the Participation Contract is tenninated, there is no assurance when or if ASLD will cause the remainder of the Auction Land within the boundaries of the District to be publicly sold at auction or that any developer will bid at any public auction of such land, in which case the portion of the District Land owned by ASLD may not be developed and no homes will be constructed on the portion of the land owned by ASLD until the land is acquired at a public auction by another developer. Furthermore, pursuant to a development agreement between the City,the District and the Developer,in the event of the Developer's default and forfeiture of its interest under the Certificate of Purchase prior to the Developer acquiring all of the land within the District boundaries in accordance with the Certificate of Purchase, the Developer shall, if so directed by ASLD and without any consent or approval required from the City or the District,relinquish and assign to ASLD all right and interest of the Developer with respect to such development agreement and the District. If the Certificate of Purchase is cancelled and the Participation Contract is terminated,none of the District, the Financial Advisor,the Underwriter,the Developer or their agents or counsel are able to estimate or predict whether any development of the Project would continue,the financial impact on the District,the willingness of property owners within the District to pay property taxes or assessment installment payments, or on the valuation of land within the District,including,without limitation,the valuation of the Assessed Lots. See"APPENDIX G—SUMMARY OF ASLD DOCUMENTS—SUMMARY OF CERTAIN PROVISIONS OF CERTIFICATE OF PURCHASE" and "—SUMMARY OF CERTAIN PROVISIONS OF PARTICIPATION CONTRACT." Environmental Matters Radiance, including the Assessed Lots, is subject to risks arising out of environmental, archeological and biological considerations generally associated with the ownership of real estate and the construction of improvements located thereon. Such risks include, in general, potential liability arising as a result of any contamination later discovered on the site and the possibility of a decline in property values resulting from any contamination on the site or from the proximity of the site to other contaminated areas;or discovery of archeological artifacts located on the site or in the vicinity of the site; or discovery of endangered species of animals,plants or other habitat for endangered species. Liability may arise under a variety of federal, state or local laws and regulations,including,but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act,the Endangered Species Act and the National Historical Preservation Act. Amendment of Documents Referenced The reports,inspections and other documents described in this Official Statement may be modified,updated or amended(as new reports and/or inspections may be obtained),and such modifications may materially and adversely affect the development of the property(e.g.,updating of environmental reports). The development of the Assessed Lots is in the early phases. Circumstances could change as the development process continues and other issues are raised or new developers, homebuilders or owners become involved. Accordingly, the Developer anticipates that there may be significant changes to the agreements and contracts summarized in this Official Statement to address any such issues. Because the existing contracts and agreements are subject to change,the summaries of any contracts or agreements contained herein may not accurately reflect the future conditions relating to the development of the Assessed Lots and the District; however, the Developer does not presently anticipate that any modifications of the current contracts or agreements would materially affect the repayment of the Bonds. Cancellation of Contracts The State,its political subdivisions,including the District,or any department or agency of either may,within three years after its execution, cancel any contract,without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions, including the District, or any of the departments or agencies of either is, while the contract or any extension thereof is in effect,an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. Cancellation of contracts entered into by the District may adversely affect the Bonds. 25 No Credit Rating No credit rating for the Bonds has been sought,nor is it anticipated that any such rating will be applied for. There can be no guarantee that there will be a secondary market for the Bonds,or,if a secondary market exists,that such Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue,secondary market trading in connection with a particular issue is suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then generally prevailing circumstances. Such prices could be substantially different from the original purchase price. Projections Included in this Official Statement are various projections for lot closings, completion dates, completion costs and other items. The projections are based on assumptions concerning future events and should be viewed with an abundance of caution. Circumstances that may not yet be ascertainable, which the Developer believes to be significant and which the Developer cannot control may also exist. There are usually differences between projections and results because events frequently do not occur as expected,and those differences may be material. There can be no assurances that the various projections set forth in this Official Statement can be achieved. Risk of Internal Revenue Service Audit The Internal Revenue Service(the"Service")has announced a program of auditing tax-exempt bonds which can include those issued by special purpose governmental units, such as the District, for the purpose of determining whether the Service agrees(a)with the detennination of Bond Counsel that interest on the Bonds is exempt for federal income tax purposes or (b) that the District is in or remains in compliance with Service regulations and rulings applicable to governmental bonds such as the Bonds. The commencement of an audit of the Bonds could adversely affect the market value and liquidity of the Bonds,regardless of the final outcome.An adverse determination by the Service with respect to the tax-exempt status of interest on the Bonds could be expected to adversely impact the secondary market,if any,for the Bonds,and,if a secondary market exists,would also be expected to adversely impact the price at which the Bonds can be sold. The Bond Resolution does not provide for any adjustment to the interest rates borne by the Bonds in the event of a change in the tax-exempt status of the Bonds.Owners of the Bonds should note that, if the Service audits the Bonds, under current audit procedures the Service will treat the District as the taxpayer during the initial stage of the audit, and the owners of the Bonds will have limited rights to participate in such procedures. There can be no assurance that the District will have revenues available to contest an adverse determination by the Service.No transaction participant,including the District,the Financial Advisor,Bond Counsel, counsel to the Underwriter, or the Underwriter is obligated to pay or reimburse the owner of any of the Bonds for audit or litigation costs in connection with any legal action,by the Service or otherwise,relating to the Bonds. There can be no assurance that an audit by the Service of the Bonds will not be commenced. However, the District has no reason to believe that any such audit will be commenced,or that if commenced,an audit would result in a conclusion of noncompliance with any applicable Service position,regulation or ruling.No rulings have been or will be sought from the Service with respect to any federal tax matters relating to the issuance,purchase,ownership,receipt or accrual of interest upon,or disposition of the Bonds. See also"TAX EXEMPTION"herein. No District Financial Statements The District is not required to prepare financial statements and has not previously prepared financial statements. No Review of Filings As described in "LAND DEVELOPMENT" and in footnote (a) to Table 6, none of the District, the Underwriter,the Financial Advisor,Bond Counsel or counsel to the Underwriter have examined the information set forth in the Filings for accuracy or completeness, or examined similar information for entities or their parent companies that are not subject to same or similar informational requirements. 26 LITIGATION At the time of delivery and payment for the Bonds, appropriate representatives of the District will certify that,except as disclosed herein,there is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any court,regulatory agency,public board or body,pending or overtly threatened against the District affecting the existence of the District,or the titles of its officers to their respective offices,or seeking to restrain or to enjoin the sale or delivery of the Bonds,the application of the proceeds thereof in accordance with the Bond Resolution, or the collection or application of any revenues providing for the payment of the Bonds,or in any way contesting or affecting the validity or enforceability of the Bonds,the Bond Resolution,any action of the District contemplated by any of the said documents,or the collection or application of the revenues provided for the payment of the Bonds,or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the District or its authority with respect to the Bonds or any action of the District contemplated by any of said documents. QUALIFIED TAX-EXEMPT OBLIGATIONS The Bonds will be designated as"qualified tax-exempt obligations"for purposes of Section 265(b)(3)(B)of the Code,as the District does not reasonably anticipate that the aggregate amount of qualified tax-exempt obligations that will be issued by or on behalf of the District in calendar year 2024 will exceed$10,000,000. TAX EXEMPTION In General The Code includes requirements which the District must continue to meet after the issuance of the Bonds in order that the interest on the Bonds be and remain excludable from gross income for federal income tax purposes.The District's failure to meet these requirements may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. The District has covenanted in the Bond Resolution to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. In the opinion of Bond Counsel, assuming the accuracy of certain representations and certifications of the District and continuing compliance by the District with the tax covenants referred to above,under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excludable from gross income of the holders thereof for federal income tax purposes. Interest on the Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals,but in the case of the alternative minimum tax imposed by Section 55(b)(2)of the Code on applicable corporations(as defined in Section 59(k)of the Code),interest on the Bonds is not excluded from the determination of adjusted financial statement income. Bond Counsel is further of the opinion that the interest on the Bonds is exempt from income taxation under the laws of the State.Bond Counsel will express no opinion as to any other tax consequences regarding the Bonds.Prospective purchasers of the Bonds should consult with their own tax advisors as to the status of interest on the Bonds under the tax laws of any state other than the State. The above opinion on federal tax matters with respect to the Bonds will be based on and will assume the accuracy of certain representations and certifications of the District, and compliance with certain covenants of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Bonds will be and will remain obligations the interest on which is excludable from gross income for federal income tax purposes.Bond Counsel will not independently verify the accuracy of those certifications and representations.Bond Counsel will express no opinion as to any other consequences regarding the Bonds. Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Bonds,or the ownership or disposition of the Bonds. Prospective purchasers of Bonds should be aware that the ownership of Bonds may result in other collateral federal tax consequences,including(i)the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance 27 companies by the applicable statutory percentage of certain items, including the interest on the Bonds, (iii) the inclusion of the interest on the Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax,(iv)the inclusion of the interest on the Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, (v) the inclusion of interest on the Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain recipients of such benefits,(vi)net gain realized upon the sale or other disposition of property such as the Bond generally must be taken into account when computing the Medicare tax with respect to net investment income or undistributed net investment income, as applicable,imposed on certain high income individuals and specified trusts and estates and (vii) receipt of certain investment income, including interest on the Bonds, is considered when determining qualification limits for obtaining the earned income credit provided by Section 32(a) of the Code. The nature and extent of the other tax consequences described above will depend on the particular tax status and situation of each owner of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors as to the impact of these and any other tax consequences. Bond Counsel's opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinions are not a guarantee of a particular result,and are not binding on the Service or the courts;rather,such opinions represent Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion. Original Issue Premium and Original Issue Discount Certain of the Bonds("Discount Bonds")may be offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity(the principal amount)over the"issue price"of a Discount Bond determined under Code Section 1273 or 1.274 (i.e., for obligations issued for money in a public offering,the initial offering price to the public(other than to bond houses and brokers)at which a substantial amount of the obligation of the same maturity is sold pursuant to that offering).For federal income tax purposes,OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond(i)is interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above,as other interest on the Bonds,and(ii)is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption,prior sale,or other disposition of that Discount Bond. Certain of the Bonds ("Premium Bonds")may be offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity (or earlier for certain Premium Bonds callable prior to maturity). That excess constitutes bond premium.For federal income tax purposes,bond premium is amortized over the period to maturity of a Premium Bond,based on the yield to maturity of that Premium Bond(or,in the case of a Premium Bond callable prior to its stated maturity,the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond),compounded semiannually (or over a shorter permitted compounding interval selected by the owner). No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain or loss on the sale, redemption(including redemption at maturity),or other disposition of a Premium Bond,the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond. Owners of Discount and Premium Bonds should consult their own tax advisors as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences, and the treatment of OID and bond premium for purposes of state and local taxes on,or based on,income. 28 Changes in Federal and State Tax Law From time to time,there are legislative proposals suggested,debated,introduced or pending in Congress or in the State legislature that,if enacted into law,could alter or amend one or more of the federal tax matters,or state tax matters,respectively,described above including,without limitation,the excludability from gross income of interest on the Bonds,adversely affect the market price or marketability of the Bonds,or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon.It cannot be predicted whether or in what form any such proposal may be enacted,or whether,if enacted,any such proposal would affect the Bonds. Prospective purchasers of the Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. On August 16, 2022,President Biden signed the Inflation Reduction Act of 2022(H.R. 5376)into law. For tax years beginning after 2022, this legislation will impose a minimum tax of 15 percent on the adjusted financial statement income of applicable corporations as defined in Section 59(k)of the Code(which is primarily designed to impose a minimum tax on certain large corporations). For this purpose, adjusted financial statement income is not reduced for interest earned on tax-exempt obligations.Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential consequences of owning the Bonds. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the Bonds is subject to information reporting to the Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of the Bonds, under certain circumstances,to"backup withholding"at the rates set forth in the Code,with respect to payments on the Bonds and proceeds from the sale of the Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of the Bonds.This withholding generally applies if the owner of the Bonds(i)fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii)fails to properly report interest,dividends,or other"reportable payments" as defined in the Code,or(iv)under certain circumstances,fails to provide the payor or such owner's securities broker with a certified statement,signed under penalty of perjury,that the TIN provided is correct and that such owner is not subject to backup withholding.Prospective purchasers of the Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. NO CREDIT RATING The District has not made, and does not contemplate making, application to any rating agency for the assignment of a rating to the Bonds. See"RISK FACTORS-No Credit Rating." FINANCIAL STATEMENTS Audited financial statements are not,by State law or otherwise,required to be prepared of the activities or funds of the District. The Board has not,in the past,on its own accord, caused such statements to be prepared. See "RISK FACTORS—No District Financial Statements." As indicated in Note I.A.of the annual comprehensive financial report of the City for the most recent fiscal year (the "City ACFR"), for reporting purposes, the District is considered a "component unit" of the City and transactions of the District are included in the City ACFR as governmental type funds as if they were part of the City's operations;provided,however,that the City ACFR expressly states the City has no liability for the District's debt and the District is a separate political subdivision independent from the City. The City ACFR presents the City and all its component units as the"reporting entity." Included within the reporting entity is the District. The City ACFR is publicly available and is also available directly upon request from the District Treasurer. 29 Should the Board, in the future, cause financial statements to be prepared that are separately audited, the continuing disclosure undertaking of the District described under the heading "CONTINUING DISCLOSURE" requires such audited financial statements to be filed with the MSRB through EMMA. LEGAL MATTERS Legal matters incident to the issuance of the Bonds and with regard to the tax-exempt status of the interest thereon are subject to the legal opinion of Greenberg Traurig, LLP, Phoenix, Arizona, Bond Counsel. (See "TAX EXEMPTION"herein.) Signed copies of the opinion,dated and speaking only as of the date of delivery of the Bonds, will be delivered upon the initial delivery of the Bonds in substantially the form of APPENDIX B hereto. Certain legal matters will be passed upon for the District by Greenberg Traurig, LLP, as Special District Counsel, for the Underwriter by its counsel, Squire Patton Boggs(US)LLP,Phoenix,Arizona, and for the Developer by its counsel, Fennemore Craig,P.C.,Phoenix,Arizona. See"RELATIONSHIPS AMONG PARTIES." The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issue explicitly addressed therein. By rendering a legal opinion,the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. UNDERWRITING The Bonds will be purchased by the Underwriter at an aggregate purchase price of$ pursuant to a purchase contract(the"Purchase Contract")entered into by and between the District and the Underwriter. If the Bonds are sold to produce the prices or yields shown on the inside front cover page hereof, the Underwriter's compensation will be$ . The Purchase Contract provides that the Underwriter will purchase all of the Bonds so offered if any are purchased. The Underwriter may offer and sell the Bonds to certain dealers(including dealers depositing the Bonds into unit investment trusts) and others at prices higher or yields lower than the public offering prices or yields stated on the inside front cover page hereof. The initial offering prices or yields set forth on the inside front cover page hereof may be changed, from time to time,by the Underwriter without amendment of the Official Statement. CONTINUING DISCLOSURE The District will covenant for the benefit of the owners of the Bonds to provide certain financial information and operating data relating to the District by not later than March 1 of each year commencing March 1, 2025 (the "Annual Reports"), and to provide notices of the occurrence of certain enumerated events (the "Notices of Listed Events"). The Annual Reports and the Notices of Listed Events will be filed by the District in accordance with the rule. The specific nature of the information to be contained in the Annual Reports and in the Notices of Listed Events is set forth in APPENDIX D- "FORM OF CONTINUING DISCLOSURE UNDERTAKING,"which includes the form of continuing disclosure undertaking which will be executed by the District with respect to the Bonds (the "Undertaking"). These covenants will be made in order to assist the Underwriter in complying with the Commission Rule 15c2-12(b)(5)(the"Rule"). A failure by the District to comply with these covenants must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Should the District not comply with such covenants, it has covenanted to provide notice of such fact through EMMA. A failure to provide continuing disclosure may adversely affect the transferability and liquidity of the Bonds and their market price. 30 FINANCIAL ADVISOR Piper Sandler&Co. (the"Financial Advisor")has been engaged by the District for the purpose of advising the District as to certain debt service structuring matters specific to the Bonds and on certain matters relative to the District's overall debt financing program. The Financial Advisor has assisted in the assembly and preparation of this Official Statement at the discretion and on behalf of the District. No person is entitled to rely on the Financial Advisor's participation as an assumption of responsibility for,or an expression of opinion of any kind with regard to, the accuracy and completeness of the information contained herein. RELATIONSHIPS AMONG PARTIES Bond Counsel has acted as counsel to the Underwriter and the Financial. Advisor in other transactions underwritten by the Underwriter and as bond counsel in other transactions underwritten by the Underwriter and the Financial Advisor and may do so in the future. Squire Patton Boggs(US)LLP,counsel to the Underwriter,has acted as bond counsel in other transactions underwritten by the Underwriter and the Financial Advisor. Bond Counsel and counsel to the Underwriter, have also acted as bond counsel and/or counsel to the Underwriter and the Financial Advisor with respect to bonds issued by the City and other overlapping political subdivisions. The Underwriter and the Financial Advisor have underwritten or acted as financial advisor with respect to bonds issued by the City and other overlapping political subdivisions. The Underwriter and the Financial Advisor have underwritten or acted as financial advisor on other transactions together and expect to do so in the future. CONCLUDING STATEMENT The summaries or descriptions contained herein and all references to other materials not purporting to be quoted in full are only brief outlines of certain provisions thereof and do not constitute complete statements of such provisions and do not summarize all the pertinent provisions of such documents. All projections, forecasts and other information in this Official Statement involving matters of opinion, whether or not expressly so stated,are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the District and the purchasers or holders of any of the Bonds. The attached APPENDICES A through G are integral parts of this Official Statement and must be read together with all of the foregoing statements. This Official Statement has been approved,executed and delivered by the District. SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 By .............................................................................................. Chairman,District Board 31 APPENDIX A INFORMATION REGARDING THE CITY OF APACHE JUNCTION,ARIZONA The following information is given as background information concerning the City. THE BONDS WILL NOT BEAN OBLIGATION OF THE CITY, The Bonds will be secured and payable only as described under "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS" herein. The holders of the Bonds will have no right to payment except as described therein. General The City of Apache Junction, Arizona (the "City" or "Apache Junction") is predominantly located in the northwestern portion of Pinal County, Arizona (the "County") (with a small portion of the City's area in Maricopa County, Arizona), and is adjacent to the City of Mesa and the Town of Queen Creek. Founded in 1950 and incorporated in 1978, today the City encompasses an area totaling 45.4 square miles (including the annexation described under"City Annexation and Expected Future Development"herein) and has a 2023 estimated population. of 39,453. The following table contains the respective population statistics for the City,the County and the State. POPULATION STATISTICS City of Apache Pinal Junction(a) County State of Arizona 2023 Estimate(b) 39,453 467,459 7,525,113 2020 Census 38,499 425,264 7,151,502 2010 Census 35,840 375,770 6,392,017 2000 Census 31,814 179,727 5,130,632 1990 Census 18,092 116,379 3,665,339 (a) Includes population portions that reside in both Maricopa County and Pinal County. (b) Population estimate as of July 2023 (data released in December 2023) provided by Arizona Office of Economic Opportunity. Source: Except as otherwise noted,the U.S.Census Bureau. Municipal Government and Organization The City operates under the city manager-council form of government. The six members of the City Council and the Mayor are all elected officials. The Mayor serves a two-year term and the members of the City Council serve staggered four-year terms. Functions of City government and operations are provided by a staff of approximately 300 employees. The City provides police protection to its residents. Water is provided by Arizona Water Company and Apache Junction Water District,electricity by Salt River Project,natural gas by Southwest Gas Corporation and trash and recycle services by Republic Services. Fire protection is provided by the Superstition Fire&Medical District. A-1 Economy The City's major economic sectors are comprised of manufacturing, non-manufacturing, government and commercial activities(including construction and commerce),agriculture and tourism. The following table shows a comparison of the changes in annual average employment levels in the various non-agriculture sectors of the County for calendar years 2020 through June 2024. WAGE AND SALARY(NON-FARM)EMPLOYMENT(a) Pinal County,Arizona 2024(b) 2023 2022 2021 2020 Mining and construction 5,200 4,775 4,200 3,750 3,425 Manufacturing 6,675 7,050 6,700 4,650 3,925 Trade,transportation,and utilities 14,100 13,900 13,450 13,200 12,350 Information 650 650 550 375 450 Financial activities 2,050 1,925 2,000 1,825 1,600 Professional and business services 6,925 6,725 6,100 6,125 6,475 Education and health services 7,225 6,775 6,450 6,275 6,450 Leisure and hospitality 9,300 8,675 8,150 7,175 6,125 Other services 2,200 2,1.50 1,950 1,700 1,575 Government 20,900 20,225 19,275 18,950 19,150 Total 75,225 72,850 68,825 64,025 61,525 (a) Data is not seasonally adjusted.Data is revised from time to time. (b) Data as of June 2024. Source: Arizona Office of Economic Opportunity, prepared in cooperation with the U.S. Department of Labor, Bureau of Labor Statistics. The table below illustrates the unemployment rate averages for the City,the County,the State and the United States. UNEMPLOYMENT RATE AVERAGES(a) City of Pinal State of United Year Apache Junction County Arizona States 2024(b) 4.1% 3.7% 3.3% 4.0% 2023 4.7 4.1 3.9 3.6 2022 4.6 3.8 3.8 3.7 2021 5.8 4.9 5.1 5.0 2020 9.5 7.4 7.8 8.1 (a) Data from Local Area Unemployment Statistics is revised from time to time. (b) Data as of June 2024. Source: U.S.Bureau of Labor Statistics and the Arizona Office of Economic Opportunity(as of August 8,2024). A-2 Manufacturing and Non-Manufacturing Employment The following table represents the largest employers in the City and includes a mixture of public sector and private sectors employers. The City's employment base has diversified in recent years as the City and region have grown. MAJOR EMPLOYERS(a) Approximate Employer Description Employees Apache Junction Unified School District No.43 Education 356 City of Apache Junction Government 306 Wal-Mart Retail 205 Superstition Fire and Medical District Government 143 Horizon Health&Wellness Healthcare 120 United States Postal Service Government 98 Banner Health Healthcare 85 Fry's Food and Drug Retail 65 Western Industrial Resources Corporation Construction 35 (a) Data may not reflect possible recent layoffs or company restructuring. None of the City, the Financial Advisor,the Underwriter or their respective agents,counsels or consultants has examined the information set forth in the table above for accuracy or completeness,nor do they assume responsibility for the same. Source: City of Apache Junction Annual Comprehensive Financial Report for the Fiscal Year Ending June 30,2023. Transportation Industry,business and residents benefit from the transportation network available in and near the City.Rail, air and highway facilities are developed throughout the area. The City is centrally located to several highway and freeway systems,including the major arterial in the area of the 202 Freeway and 24 Freeway.Thirty-four miles to the west is Interstate Highway 10,which joins the cities of Phoenix and Tucson. In addition to I-10,the City has access to US 60 and the recently extended State Route 24. Located approximately 5 miles from the District is the Phoenix-Mesa gateway Airport. The City is a joint powers authority partner in operating the Phoenix-Mesa Gateway Airport(a designated foreign trade zone and military reuse zone)immediately southwest of the City. Phoenix-Mesa Gateway Airport,which opened in March 1994, is a former Air Force base that conducts over 278,000 operations per year serving a variety of corporate, cargo, general aviation and military aircraft. The City of Mesa established the joint powers authority for the operation of Phoenix- Mesa Gateway Airport with the City,the City of Phoenix(scheduled to withdraw in June 2024),the Town of Gilbert, the Town of Queen Creek as well as the Gila River Indian Community.The agreement calls for the City to contribute a portion of the operating costs of the Phoenix-Mesa Gateway Airport.Phoenix-Mesa Gateway Airport also serves as a reliever to Phoenix Sky Harbor International Airport. Phoenix-Mesa Gateway Airport is also developing as an international aerospace center with aircraft manufacturing,maintenance,modification testing and pilot training.More than 25 aviation companies currently operate at the facility.The airport has three runways,all of which are over 10,000 feet long. The adjacent Williams Educational Campus is a training center for aerospace, technical, general and occupational degree programs. Phoenix-Mesa Gateway Airport recently announced a planned expansion for the SkyBridge Arizona project which will be a first of its kind international air logistics hub that will allow for the shipment of high-value goods directly to Latin America through a bond facility incorporating Mexican customs on site at Phoenix-Mesa Gateway Airport. The project will be phased over a number of years and has the potential to create a significant economic impact and jobs for the region. The City of Mesa's Falcon Field is located 12 miles from the City and currently has two runways,one 5,100 feet long and the other 3,800 feet long. Chandler Municipal Airport is located 24.5 miles southwest of the City's central business district and has two runways,one 4,400 feet long and the other 4,850 feet long.Phoenix Sky Harbor International Airport,located 29.5 miles from the City,provides local,regional and transcontinental air service. A-3 Education Arizona State University("ASU"),whose main campus is located nearby in the City of Tempe, and is one of the major universities in the Southwest.The University's total enrollment for 2022 exceeded 140,000 students and it has an estimated 5,000 faculty members among all four of its campus locations in Arizona(Main,Downtown,West and Polytechnic). Maricopa County Community College District has facilities at the Mesa and Chandler-Gilbert locations. Mesa Community College is the largest of the ten colleges in the Maricopa County Community College District with two campuses and multiple locations.Mesa Community College has more than 195 degrees and certificates and serves more than 15,000 credit students each year. Chandler-Gilbert Community College has four campuses and more than 70 degree and certificate programs serving more than 13,000 credit students each year. Central Arizona Community College's main campus is located 53 miles from the City and offers comprehensive educational programs in-person and online.Superstition Mountain Campus("SMC")in the City offers a wide variety of academic,career training and personal enrichment classes. The Apache Junction Unified School District No. 43 encompasses 217 square miles serving approximately 3,000 students in three elementary schools,one learning center,one junior high school,and one high school.The City is also served by three charter schools. Construction As reflected in the following table, the number of building permits and new housing starts has increased significantly during the period shown. City of Apache Junction Building Permit Activity (number of permits issued) Fiscal Year Ending Residential(a) Commercial Other Total 2023 494 20 1,028 1,542 2022 336 17 766 1,119 2021 312 31 286 629 2020 269 19 303 591 2019 220 14 227 461 (a) Includes single-family and multi-family residences. Source: City of Apache Junction Annual Comprehensive Financial Report for the Fiscal Year Ending June 30,2023. Tourism The City is close to the Tonto National Forest,the Superstition Mountain range, and desert vistas and lakes leading to Roosevelt Dam. The Tonto National Forest is northeast of the City and it encompasses 2.8 million acres and is the largest of the six national forests in Arizona. A-4 Retail Transaction privilege(sales)tax collections is an indicator of overall economic activity within the City. The following table shows the history of taxable sales activity for the City. TAXABLESALES City of Apache Junction,Arizona ($000s omitted) Fiscal Taxable Year Sales(a) 2023 $1,040,915 2022 914,544 2021 803,645 2020 688,624 2019 630,104 (a) Includes retail food sales. Source: City of Apache Junction Annual Comprehensive Financial Report for the Fiscal Year Ending June 30,2023. A-5 APPENDIX B FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL [Closing Date] Board of Directors Superstition Vistas Community Facilities District No. 1 Apache Junction,Arizona Re: Superstition Vistas Community Facilities District No. I (Apache Junction,Arizona)Assessment Area No.4 Special Assessment Bonds, Series 2024 We have acted as Bond Counsel in connection with the issuance by Superstition Vistas Community Facilities District No. 1 (hereinafter referred to as the"Issuer")of bonds designated"Superstition Vistas Community Facilities District No. 1 (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bonds, Series 2024" (hereinafter referred to as the`Bonds"). The Bonds are dated the date hereof,in the principal amount of$1,660,000*, bear interest from the date hereof,payable on January 1,2025*, and each January 1 and July 1 thereafter, at the per annum rates,and maturing on July 1 of each year,in the years and amounts as follows: Principal Interest Year Amount Rate The Bonds are subject to special optional,optional and mandatory redemption,in the manner and upon the terms and conditions set forth in Resolution No. 2024-010 SVCFD No. 1, adopted by the Board of Directors of the Issuer(the"District Board")on September 17,2024*(the"Bond Resolution")and issued by the Issuer relative to the public infrastructure purposes (as such term is hereinafter defined) initiated pursuant to Resolution No. 2024-007 SVCFD No. 1,adopted by the District Board on August 20,2024. We have examined,and in rendering the opinions herein have relied upon,original or certified copies of the proceedings had in connection with issuance of the Bonds;certifications made by officers of the Issuer relating,among other things,to the expected use of proceeds of the sale of the Bonds and to certain other facts within the knowledge and control of such officers; representations made on behalf of D. R. Horton, Inc.,the developer of land within the boundaries of the Issuer (hereinafter referred to as the "Developer"), by officers thereof as to the plans thereof to develop and sell such land and such other material and matters of law as we deem relevant to the matters discussed hereinbelow. In such examination, we have assumed the authenticity of documents submitted to us as originals,the conformity to original copies of all documents submitted to us as certified or photostatic copies and the accuracy of the statements contained in such certifications and representations. As to any facts material to our opinion,we have, *Preliminary,subject to change. B-1 when relevant facts were not independently established, relied upon the aforesaid proceedings, certifications, representations,material and matters. We have also relied upon the Superstition Vistas Community Facilities District No. 1 Waiver and Development Agreement Pertaining To The To Be Formed Assessment Area No. 4, dated as of August 13, 2024 (the "Waiver Agreement"), by and between the Issuer and the Developer, with respect to the hereinafter described assessments as well as opinions of counsel to the Developer dated the date hereof as to the enforceability of the hereinafter defined Development Agreement. We are of the opinion,based upon such examination and subject to the reliances,assumptions and exceptions hereinabove and hereinafter set forth,that,under applicable law of the State of Arizona and federal law of the United States of America in force and effect on the date hereof: 1. The Bonds are valid and legally binding limited obligations of the Issuer,payable from the sources, and enforceable in accordance with the terms and conditions,described therein,except to the extent that the enforceability thereof and such provision of the security therefor may be affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights or the exercise of judicial discretion in accordance with general principles of equity. 2.The Bonds are payable only out the funds pledged pursuant to the Bond Resolution,collected from unpaid installments of a special assessment imposed on certain land benefitted by certain"public infrastructure purposes"(as such term is defined in Title 48, Chapter 4, Article 6,Arizona Revised Statutes)and included within the boundaries of the Issuer,which assessment(a)is subject to waiver of certain rights with respect thereto as provided in(i)a District Development,Financing Participation,Waiver and Intergovernmental Agreement,dated as of February 22,2022,(the "CFD Development Agreement"),by and among the City of Apache Junction,Arizona(hereinafter referred to as the "City"),the Issuer and the Developer which are assumed to be enforceable against the Developer,and(ii)the Waiver Agreement(together with the CFD Development Agreement,the"Development Agreement"),and(b)may be subject to reduction to the extent that such public infrastructure purposes are not completed or such land does not actually receive such benefits. The rights and obligations of the Issuer relating to collection of, and payment from, amounts due with respect to such assessment and the enforcement of remedies with regard to delinquent payments of installments of amounts due with respect to such assessment may be subject to bankruptcy,insolvency,reorganization, moratorium and similar laws affecting creditors' rights and may be subject to judicial discretion in accordance with general principles of equity. If any land included within the boundaries of the Issuer is sold for nonpayment of the amounts due with respect to the assessment levied and assessed by the Issuer thereon,and if there is no purchaser for any such land offered for sale, neither the Issuer nor the City (which is the municipality which provided for the formation of the Issuer and within the boundaries of which the Issuer lies)are required to purchase such land,nor shall either under any circumstances do so. 3. Under existing statutes,regulations, rulings and court decisions, subject to the reliance and assumption stated in the last sentence of this paragraph,interest on the Bonds is excludible from the gross income of the owners thereof for federal income tax purposes. Furthermore, interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), on applicable corporations(as defined in Section 59(k)of the Code),interest on the Bonds is not excluded from the determination of adjusted financial statement income. (We express no opinion regarding other federal tax consequences resulting from the ownership,receipt or accrual of interest on,or disposition of,the Bonds.) The Code includes requirements which the Issuer and the Developer must continue to meet after the issuance of the Bonds in order that interest on the Bonds not be included in gross income for federal income tax purposes. The failure of the Issuer or the Developer to meet these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. Officers of the Issuer and the Developer have either indicated their compliance with,or covenanted to take the actions required by,applicable provisions of the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. In rendering the opinion expressed hereinabove, we have relied on certifications of officers of the Issuer and the Developer with respect to certain matters necessary for, and have assumed continuing compliance with certain covenants of the Issuer and the Developer included in, respectively, the Bond Resolution and the Development Agreement (which are, as to their enforceability, subject to the same exceptions described in paragraph 1 hereinabove) that must be met after the issuance of the Bonds in order that,interest on the Bonds not be included in gross income for federal tax purposes. B-2 4. The interest on the Bonds is exempt from income taxation under the laws of the State of Arizona. (We express no opinion regarding other State tax consequences resulting from the ownership,receipt or accrual of interest on or disposition of,the Bonds.) This opinion represents our legal judgment based upon our review of the law and the facts we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof,and we assume no obligations to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, B-3 APPENDIX C EXECUTIVE SUMMARY OF APPRAISAL C-1 APPENDIX D FORM OF CONTINUING DISCLOSURE UNDERTAKING $1,660,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.1 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO.4 SPECIAL ASSESSMENT BONDS,SERIES 2024 (CUSIP BASE NUMBER 86852A) This Undertaking is executed and delivered by Superstition Vistas Community Facilities District No. 1 (the "Issuer"), in connection with the issuance of the captioned municipal securities (the "Securities")for the benefit of the owners of the Securities, being the registered owners thereof or any person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any of the Securities (including persons holding the Securities through nominees, depositories or other intermediaries) or is treated as the owner of any Securities for federal income tax purposes. Section 1.Definitions. "Annual Report" shall mean any annual report provided by the Issuer pursuant to, and as described in, Section 2. "Authorizing Document"shall mean the resolution or resolutions authorizing the issuance of the Securities. "Dissemination Agent" shall mean any agent which has executed a dissemination agent agreement with the Issuer and such successors and assigns of such agent. "EMMA" shall mean the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board. Information regarding submissions to EMMA is available at http://emma.msrb.org. "Financial.Obligation"shall mean a(i)debt obligation;(ii)derivative instrument entered into in connection with,or pledged as security or a source of payment for,an existing or planned debt obligation; or(iii)a guarantee of (i)or(ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Events"shall mean any of the events listed in Section 3(a). "Notice of Listed Event" shall mean any notice provided by the Issuer pursuant to, and as described in, Section 3. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. Section 2. Contents and Provision of Annual Reports. *Preliminary,subject to change. D-1 (a) (i) THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINA TION A GENT TO, NOT LATER THAN MARCH I OF EACH YEAR, COMMENCING MARCH 1, 2025, PROVIDE THROUGH EMMA AN ANNUAL REPORT WHICH IS CONSISTENT WITH THE REQUIREMENTS OF SUBSECTION (b) OF THIS SECTION. (b) (i) The Annual Reports shall contain or incorporate by reference the following: (A) Information with respect to status of amounts of delinquencies and parcels delinquent (including amount of penalties and interest) and status of foreclosure sales by tax parcel identification number as such matters relate to the "Special Assessments" which are the subject of TABLE 6 of the Official Statement, dated 2024;provided,however, if there are no such delinquencies nothing need be included in the Annual Report. (B)Current balances in the funds held pursuant to the"Reserve Fund"described in the Official Statement. (C) Audited financial statements for the preceding fiscal year, if any, such statements to be prepared on the basis of generally accepted accounting principles as applied to governmental units. The Issuer does not currently obtain audited financial statements. IF THE FISCAL YEAR OF THE ISSUER CHANGES, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINA TIONA GENT TO,FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT. (ii) The Annual Report may be submitted as a single document or as separate documents comprising a package and may incorporate by reference from other documents other infonnation, including final offering documents of debt issues of the Issuer or related public entities which have been submitted to the Municipal Securities Rulemaking Board. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so incorporated by reference. (iii)If audited financial statements are to be included in an Annual Report but are not available in time to satisfy the requirements of'Subsection (a)(i) of this Section, unaudited financial statements must be provided at the requisite time as part of the Annual Report and as soon as possible(but not later than thirty (30) days) after such audited financial statements become available, the audited financial statements shall be provided through EMMA. Section 3.Reporting of Listed Events. (a)This Section shall govern the giving of notices of the occurrence of any of the following events (the"Listed Events")with respect to the Securities: (i)Principal and interest payment delinquencies. (ii)Non-payment related defaults,if material. (iii)Unscheduled draws on debt service reserves reflecting financial difficulties. (iv)Unscheduled draws on credit enhancements reflecting financial difficulties. (v)Substitution of credit or liquidity providers,or their failure to perform. (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. D-2 (vii)Modifications to rights of security holders,if material. (viii)Bond calls,if material,and tender offers. (ix)Defeasances. (x) Release, substitution or sale of property securing repayment of the securities, if material. (xi)Rating changes. (xii)Bankruptcy,insolvency,receivership or similar events of the obligated person,being if any of the following occur: the appointment of a receiver,fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (xiii)The consummation of a merger,consolidation or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business,the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms,if material. (xiv) Appointment of a successor or additional trustee or the change of the name of the trustee,if material. (xv)Incurrence of a Financial Obligation of the obligated person,if material,or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person,any of which affect security holders,if material. (xvi) Default, event of acceleration, termination event, modification of teens, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. (xvii) Notice of a failure of the obligated person to provide required annual financial information on or before the date specified in Section 2 above, including any non-appropriation to cover applicable costs. (b)Whether events subject to the standard"material"would be material shall be determined under applicable federal securities laws. (c) THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, PROMPTLY, BUT NOT MORE THAN TEN(10) BUSINESS DAYS THEREAFTER, FILE A NOTICE OF LISTED EVENT OF SUCH OCCURRENCE THROUGH EMMA. Section 4. Termination of Reporting Obligation. The obligations of the Issuer pursuant to this Undertaking shall terminate upon the legal defeasance,prior redemption or payment in full of all of the Securities. THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATIONAGENT TO, GIVE NOTICE OF SUCH TERMINATION THROUGH EMMA AS SOON AS PRACTICABLE, BUT NOT LATER THAN THE DATE AN ANNUAL REPORT WOULD OTHERWISE HAVE BEEN DUE. D-3 Section 5.Amendment or Waiver. (a) Notwithstanding any other provision of this Undertaking, the Issuer may amend this Undertaking,and any provision of this Undertaking may be waived,if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that (i)such amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements,change in law or change in the identity,nature or status of the Issuer or type of business conducted;(ii)this Undertaking,as amended or affected by such waiver, would have complied with the requirements of the Rule at the time of the primary offering of the Securities, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances and (iii)such amendment or waiver does not materially impair the interests of the owners of the Securities,as determined either by parties(such as bond counsel)unaffiliated with the Issuer or by an approving vote of the registered owners of the Securities pursuant to the terms of the Authorizing Document at the time of the amendments. (b) The Annual Report containing amended operating data or financial information resulting from such amendment or waiver,if any, shall explain,in narrative form,the reasons for the amendment or waiver and the impact of the change in the type of operating data or financial information being provided. If an amendment or waiver is made specifying the accounting principles to be followed in preparing financial statements,the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information in order to provide information to investors to enable them to evaluate the ability of the Issuer to meet its obligations. To the extent reasonably feasible, such comparison also shall be quantitative. IF THE ACCOUNTING PRINCIPLES OF THE ISSUER CHANGE, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT. Section 6. Additional Information. Nothing in this Undertaking shall be deemed to prevent the Issuer from disseminating any other information,using the means of dissemination set forth in this Undertaking or any other means of communication,or including any other information in any Annual Report or Notice of Listed Event,in addition to that which is required by this Undertaking. If the Issuer chooses to include any information in any Annual Report or Notice of Listed Event in addition to that which is specifically required by this Undertaking,the Issuer shall have no obligation under this Undertaking to update such information or include it in any future Annual Report or Notice of Listed Event. Section 7.Default. In the event of a failure of the Issuer to comply with any provision of this Undertaking, any owner of a Security for the benefit of which this Undertaking is being provided may take such actions as may be necessary and appropriate,including seeking mandamus or specific performance by court order,to cause the Issuer to comply with its obligations under this Undertaking. A default under this Undertaking shall not be deemed an event of default for other purposes of the Authorizing Document, and the sole remedy under this Undertaking in the event of any failure of the Issuer to comply with this Undertaking shall be an action to compel performance. Section 8. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist the Issuer in satisfying the obligations of the Issuer hereunder and may discharge any such Dissemination Agent,with or without appointing a successor Dissemination Agent. Section 9.Duties,Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Undertaking and the applicable,related agency agreement,and,to the extent permitted by applicable law, the Issuer shall indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless for, from and against any loss, expense and liabilities which the Dissemination Agent may incur arising out of or in the exercise or perfonnance of the powers and duties of the Dissemination Agent pursuant to this Undertaking and the applicable,related agency agreement, including the costs and expenses(including attorneys'fees)of defending against any claim of liability,but excluding liabilities due to the negligence or willful misconduct of the Dissemination Agent. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Securities. D-4 Dated: [Closing Date] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 By Chairman,Board of Directors D-5 APPENDIX E BOOK-ENTRY-ONLY SYSTEM This information concerning DTC and DTC's book-entry system has been obtained from DTC and the District takes no responsibility for the accuracy thereof.The Beneficial Owners(defined below)should confirm this information with DTC or the DTC participants. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a"banking organization"within the meaning of the New York Banking Law, a member of the Federal Reserve System, a"clearing corporation"within the meaning of the New York Uniforin Commercial Code, and a"clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S.and non-U.S.,equity issues,corporate and municipal debt issues, and money market instruments from over 100 countries that DTC participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S.and non-U.S.,securities brokers and dealers,banks,trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation("DTCC"). DTCC is the holding company for DTC,National Securities Clearing Corporation and Fixed Income Securities Clearing Corporation,all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants" and together with the Direct Participants, the "Participants"). DTC has Standard&Poor's rating o£ "AA+." The DTC Rules applicable to its Direct Participants and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchase of the Bonds under the DTC system must be made by or through Direct Participants,who will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner")is in turn to be recorded on the Direct Participant's and Indirect Participant's records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,however,expected to receive written confirmations providing details of the transaction,as well as periodic statements of their holdings, from the Direct Participant or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interest in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds,except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all the Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an. authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede& Co., or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants,and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and Paying Agent and request that copies of notices be provided directly to them. E-1 Redemption notices of the Bonds shall be sent to DTC. If less than all of the Bonds are being redeemed,DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede&Co.(nor any other DTC nominee)will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Bond Registrar and Paying Agent as soon as possible after the record date. The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Payment of principal of and interest on the Bonds, and the redemption price of any Bonds will be made to Cede& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of and information funds and corresponding detail information from the Bond Registrar and Paying Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Direct Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices,as is the case with securities held for the accounts of customers in bearer form or registered in"street name" and will be the responsibility of such Direct Participants and Indirect Participants and not of DTC (or its nominee) or the Bond Registrar and Paying Agent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest on the Bonds, and the redemption price of any Bonds will be made to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC)is the responsibility of the District or the Bond Registrar and Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of Direct Participants and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Bond Registrar and Paying Agent. Under such circumstances, in the event that a successor depository is not obtained,physical Bonds are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry transfers through DTC(or a successor securities depository). In that event,physical Bonds will be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the District believes to be reliable,but the District takes no responsibility for the accuracy thereof. E-2 APPENDIX F CERTAIN STATUTORY PROVISIONS APPLICABLE TO THE FORECLOSURE PROCESS The following constitutes a summary of the"Foreclosure Process,"specifically portions of certain sections of the General Public Improvements and Improvement Bonds Law, Title 48, Chapter 4,Article 2, Arizona Revised Statutes, as amended (the "Act"), deemed applicable to the Bonds pursuant to the Bond Resolution. The summaries do not purport to be complete and reference is hereby made to the full text of each section and the Bond Resolution. Section 48-601. List of delinquent installments; publication of notice; sale of delinquent property The representative of the District(the"Superintendent")shall,within 20 days from the date of the delinquency,begin the publication of the list of the assessments on which any installment is delinquent. The Superintendent shall append to and publish with the list, a notice that unless each delinquent installment,together with the penalty and cost thereon,is paid,the whole amount of the assessment will be declared due by him, and the property upon which the assessment is a lien will be sold at public auction at a time and place to be specified in the notice. The publication shall be published and circulated in the District for a period of 10 days in a daily newspaper, or for two weeks in a weekly newspaper so published and circulated. Before the date fixed for the sale or before the date to which the sale has been postponed, the Superintendent shall obtain a record search that shows the names and addresses of record of all lien claimants on, and other persons with an interest in, all lots or parcels on which an installment of the assessment is delinquent. At least 10 days before the sale date or the date to which the sale has been postponed,the Superintendent shall serve by first-class mail a notice of the date and place of the sale or postponed sale to the owner and to each of the lien claimants and other interested persons. A final sale may not be held unless the Superintendent has provided notice by mail to all lien claimants discovered in the search of records. The time of sale shall not be less than five days after the last publication,and the place of the sale shall be in or in front of the office of the Superintendent, or in front of the usual place of meeting of the City Council. The sale may be postponed. Section 48-602.Payment after delinquency and before sale At any time prior to the sale of any lot assessed, any person may pay the delinquent installment on the lot together with the penalty and costs then due,including the cost of advertising, whereupon the Superintendent shall note on his records the date of payment,the name of the person by or for whom it is paid and the amount paid. Section 48-603.Sale procedure On the day fixed for the sale,the Superintendent shall, at 10 o'clock a.m., or at any time thereafter to which the sale may be adjourned,begin the sale of the property advertised,commencing at the head of the list and continuing in the numerical order of lots, until all are sold. The Superintendent may postpone or continue the sale from day to day until all the property is sold. Each lot separately assessed shall be offered for sale separately. The sale shall be for the entire assessment including the delinquent installments,and the person who will take the least quantity of F-1 land and then and there pay the amount of the assessment,penalty and costs due,including 50 cents to the Superintendent for a certificate of sale,shall become the purchaser. The Superintendent shall record the date of the payment and mark the installment of principal or interest paid. In the event the owner does not pay the balance due on the installment or principal or interest, and the property is sold for the full amount of the assessment, the Superintendent shall refund to the owner all money received by him from the owner by way of partial payments. Section 48-604.Certificate of sale;lien After making the sale,the Superintendent shall execute,in duplicate, a certificate of sale stating the description of the property sold,the name of the owner thereof as given on the record of the assessment,that the property was sold for a delinquent assessment,specifying the improvement for which the assessment was made, the amount for which the property was sold,the date of sale, the name of the purchaser, and the time when the purchaser will be entitled to a deed. The Superintendent shall file one copy of the certificate in his office, and deliver the other to the purchaser. On filing the copy of the certificate in the office of the Superintendent, the lien of the assessment shall vest in the purchaser, and is only divested by a redemption of the property, as provided in the Act. The Superintendent shall also enter on the record of the assessment, opposite the description of each lot offered for sale,a description of the part thereof sold,the amount for which it was sold,the date of sale,and the name of the purchaser. Section 48-605. Redemption Redemption may be made by any party having an interest in the lot at any time before the execution and delivery of a deed therefor by paying to the Superintendent the amount for which the property was sold and 5% thereon if paid within three months from the date of sale, 10% if paid within six months, 12%if paid within nine months, 15%if paid within 12 months, or 20%if paid after 12 months. When redemption is made,the Superintendent shall note that fact on the duplicate certificate of sale in his office and deposit the amount paid with the District Treasurer, who shall. credit the purchaser named in the certificate of sale with the amount, and pay the amount to such purchaser or his assignee,upon the surrender of the certificate of sale. Section 48-606. Deed to purchaser;notice to owner;redemption after notice;effect of deed After the expiration of 12 months from the date of sale, the Superintendent shall execute to the purchaser,or his assignee,on his application,if he has fully complied with Section 48-606 of the Act,a deed to the property sold in which shall be recited substantially the matters contained in the certificate, any assignment thereof, and that no person has redeemed the property. The Superintendent shall receive from the applicant for a deed,$1.00 for making the deed. The purchaser shall,at least 30 days before he applies for a deed, serve by first-class mail to the owner,all lien claimants of records,all persons of record with an interest in the property and, if occupied,the occupant of the property, a written notice that the property,giving the description, has been sold for a delinquent assessment, specifying the improvement for which the assessment was made,the amount for which it was sold,the amount necessary to redeem at the time of giving notice,the time when the purchaser or assignee will apply to the Superintendent for a deed and that, on issuance of the deed,all interest in the property,whether of record before or after the assessment lien, will be extinguished, except for the lien for general property taxes and prior special assessments. If the owner cannot be found after due diligence, the notice shall be posted in a F-2 conspicuous place upon the property at least 30 days before the time stated therein of the application for a deed. The applicant shall file with the Superintendent an affidavit showing that notice of the application has been given, and if the notice was not served on the owner personally, that due diligence was used to find the owner. If redemption of the property is made after the affidavit is filed, and more than I months from the date of sale, the person making redemption shall pay, in addition,for payment to the purchaser,$3.00 for the service of notice and the making of the affidavit. The deed of the Superintendent shall be prime facie evidence of the truth of all matters recited therein,and of the regularity of all proceedings prior to the execution thereof,and of title in the grantee. The deed of the Superintendent shall convey to the purchaser fee title to the lands described therein, free and clear of all interests, liens,claims and encumbrances whether of record before or after the assessment lien, except for the lien for general property taxes and prior special assessments. Section 48-607. Disposition of sale proceeds The Superintendent shall promptly pay to the District Treasurer all moneys collected by him from sales. The District Treasurer,on receipt thereof,shall place the moneys in the special fund hereby created for the payments of the bonds issued for the improvement. F-3 APPENDIX G SUMMARY OF ASLD DOCUMENTS Summary of Key Provisions Certificate of Purchase and Participation and Infrastructure Contract The following are summaries of certain key provisions of the Certificate of Purchase No. 53-120190 (the "Certificate of Purchase")and the Participation and Infrastructure Contract Regarding ASLD Sale No.53-1201.90,as amended(the "Participation Contract"). These summaries do not purport to be complete or comprehensive and are qualified by the terns of such documents and the statutes referenced therein. Except as otherwise defined herein, all capitalized terms shall have the meanings ascribed thereto in the Certificate of Purchase or Participation Contract,as applicable. Copies of the Certificate of Purchase and Participation Contract are available upon request from: Stifel, Nicolaus&Company,Incorporated at:2801 E. Camelback Road,Suite 300,Phoenix,AZ 85016. (a) Certificate of Purchase On or around November 4, 2020, D. R. Horton, Inc. ("Developer") successfully bid on certain land at the State Land Department of Arizona (the "ASLD") Auction No. 53-120190. The land, located within the planning boundaries of the City of Apache Junction,Pinal County,Arizona(the"City"), spans approximately 2,783 acres(the "Auction Land"). Developer made a down payment of $24,550,000 to ASLD, and in return, ASLD issued the Certificate of Purchase to Developer. The Certificate of Purchase entitles Developer to possess the Auction Land, maintain actions for injuries,or recover possession thereof. 1. Developer Payment Obligations The original purchase price under the Certificate of Purchase for the Auction Land was$245,500,000.After paying the down payment, the principal balance of the Certificate of Purchase was $220,950,000. The principal balance accrues interest at a fixed rate of 7% per annum and is payable as and when parcels are released from the Certificate of Purchase,and a patent is issued therefor.To the extent outstanding,the remaining principal balance due under the Certificate of Purchase is due and payable on November 4,2045.The Certificate of Purchase also stipulates that Developer is responsible for maintaining and paying all taxes,assessments,and charges on the Auction Land and the water rights appurtenant to the Auction Land. 2. Remedies Arizona Revised Statute§37-247 details the remedies available to ASLD if Developer fails to make payment for Auction Land timely or otherwise defaults under the Certificate of Purchase. In the case of default, the statute requires ASLD to notify Developer of the default. If Developer fails to cure the default within 60 days of receiving notice,ASLD can elect to cancel the Certificate of Purchase,in which case the Auction Land that has not been patented would be returned to ASLD, and any money paid by Developer to that point would be forfeited. Developer would retain any Auction Land that was previously patented. (b) Participation Contract Concurrently with the delivery of the Certificate of Purchase, ASLD and Developer entered into the Participation Contract,with respect to the Auction Land and 5,700 acres of adjacent land that is owned by ASLD(the "Retained Property").The Participation Contract outlines the terms and conditions under which Developer is obligated to obtain entitlements for,develop,and sell the Auction Land and,where applicable,the Retained Property. 1. Entitlements Developer is solely responsible for the design, planning, permitting, and construction, and all expenses thereof, with respect to the development of the Auction Land and certain portions of the Retained Property. Specifically, and among other requirements, Developer was required to negotiate and execute a pre-annexation and development agreement with the City regarding the Auction Land and the Retained Property that will cover annexation, infrastructure construction, entitlement processing, development rights, project administration, and development fees. If Developer fails to obtain all entitlements necessary or appropriate for the development of the G-1 Auction Land on or before the dates set forth in the Participation Contract, subject to limited exception, ASLD may terminate the Certificate of Purchase and terminate the Participation Contract (subject to notice and a 90 day cure period).While Developer is obligated to pursue entitlements for the Retained Property,failure to negotiate development agreements and obtain residential zoning for the Retained Property is not, by itself, a breach of the Participation Contract, provided Developer used commercially reasonable efforts to satisfy its obligations. Developer and City entered into that certain Procedural Pre-Annexation Agreement,dated June 16,2021,and recorded as Document No. 2021-102467 in the Office of the Pinal County Recorder, and that certain Development Agreement for Superstition Vistas, dated October 28, 2021, and recorded as Document No. 2021-140530 in the Office of the Pinal County Recorder.All of Developer's entitlement obligations have been satisfied. 2. Infrastructure The Participation Contract requires Developer, to use commercially reasonable efforts to complete construction and installation of certain backbone infrastructure to support the first phase of the Auctioned Land(the "Phase 1 Infrastructure") on or before November 4, 2025, subject to extension for up to 90 days under certain circumstances and additional extensions for good cause at the discretion of the ASLD Commissioner.The Phase 1 Infrastructure includes the Public Infrastructure and Other Infrastructure, as defined in the Official Statement; a potable water booster facility that is part of the Other Infrastructure,as defined in the Official Statement;and certain wastewater regional facilities. The Phase 1 Infrastructure will be completed at Developer's sole cost and expense, subject to Developer's right to receive development fees and to finance portions of the Phase I Infrastructure costs. If Developer fails to complete the Phase 1 Infrastructure on or before November 4,2025, subject to extension for up to 90 days under certain circumstances and additional extensions for good cause at the discretion of the ASLD Commissioner,it must deposit$500,000(subject to$50,000 yearly increases)into an escrow account every quarter as security for Developer's performance.Upon completion of the Phase 1 Infrastructure,any amounts in the escrow will be paid to Developer. However, if ASLD terminates this Participation Contract for any reason other than a default by ASLD,any amounts in the escrow will be paid to ASLD.Developer has commenced construction of the Phase 1 Infrastructure described in the Official Statement and Developer currently anticipates that all of the Phase 1 Infrastructure will be completed by the end of 2024. See "THE PUBLIC INFRASTRUCTURE" and "THE OTHER INFRASTRUCTURE". 3. Sales Hurdles The Participation Contract requires Developer to convey a minimum of 500 lots to one or more Merchant Homebuilders before November 4,2028,and a total of 1,000 lots(including the original 500 lots)by November 4, 2031. If Developer fails to meet these sales requirements,ASLD can terminate the Participation Contract and the Certificate of Purchase(subject to notice and a 90-day cure period).However,ASLD may extend the time periods for Developer to meet its sales hurdles for good cause. Further, if the Phase 1 Infrastructure requirements are complete by the deadlines set forth in the Participation Contract,Developer is not required to meet the sales hurdles described above.Developer's conveyance of a lot with a residence constructed thereon to a residential home buyer constitutes a conveyance for purpose of the sales requirement. 4. Participation Payments In addition to the purchase price for the Auction Land, the Participation Contract requires Developer to pay ASLD 50%of the net project revenues(project revenues less project costs)earned from developing the Auction Land. The payments described in this section are due on March 31, 2022,and each March 31 thereafter.If the net project revenues are not adequate to pay all project costs,Developer must pay such project costs directly, subject to repayment from net project revenues at a later date. 5. Remedies If Developer defaults on its obligations under the Participation Contract (subject to notice and cure periods), including failing to pay any monetary obligation or meet any obligation outlined in the contract,ASLD may seek actual damages, specific performance, or injunctive relief. However, ASLD can only terminate the Participation Contract and the Certificate of Purchase if Developer defaults on its payment obligations, fails to complete required project entitlements, or does not meet the sales requirements summarized above. If the Participation Contract is terminated, any money paid by Developer up to that point will be forfeited. G-2 CONTINUING DISCLOSURE UNDERTAKING $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 (APACHE JUNCTION, ARIZONA) ASSESSMENT AREA NO. 4 SPECIAL ASSESSMENT BONDS, SERIES 2024 (CUSIP BASE NUMBER 86852A) This Undertaking is executed and delivered by Superstition Vistas Community Facilities District No. I (the "Issuer"), in connection with the issuance of the captioned municipal securities (the"Securities")for the benefit of the owners of the Securities,being the registered owners thereof or any person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any of the Securities (including persons holding the Securities through nominees, depositories or other intermediaries) or is treated as the owner of any Securities for federal income tax purposes. Section 1. Definitions. "Annual Report" shall mean any annual report provided by the Issuer pursuant to, and as described in, Section 2. "Authorizing Document" shall mean the resolution or resolutions authorizing the issuance of the Securities. "Dissemination Agent" shall mean any agent which has executed a dissemination agent agreement with the Issuer and such successors and assigns of such agent. "EMMA" shall mean the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board. Information regarding submissions to EMMA is available at http://emma.msrb.org. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of(i) or(ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Events" shall mean any of the events listed in Section 3(a). "Notice of Listed Event" shall mean any notice provided by the Issuer pursuant to, and as described in, Section 3. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. 11004911200 Section 2. Contents and Provision of Annual Reports. (a) THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, NOT LATER THAN MARCH 1 OF EACH YEAR, COMMENCING MARCH 1, 2025,PROVIDE THROUGH EMMA AN ANNUAL REPORT WHICH IS CONSISTENT WITH THE REQUIREMENTS OF SUBSECTION (b) OF THIS SECTION. (b) (i) The Annual Reports shall contain or incorporate by reference the following: (A) Information with respect to status of amounts of delinquencies and parcels delinquent (including amount of penalties and interest) and status of foreclosure sales by tax parcel identification number as such matters relate to the "Special Assessments"which are the subject of TABLE 6 of the Official Statement, dated , 2024; provided, however, if there are no such delinquencies nothing need be included in the Annual Report. (B) Current balances in the funds held pursuant to the "Reserve Fund"described in the Official Statement. (C) Audited financial statements for the preceding fiscal year, if any, such statements to be prepared on the basis of generally accepted accounting principles as applied to governmental units. The Issuer does not currently obtain audited financial statements. IF THE FISCAL YEAR OF THE ISSUER CHANGES, THE ISSUER SHALL, OR SHALL CA USE THE DISSEMINA TIONA GENT TO,FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT. (ii) The Annual Report may be submitted as a single document or as separate documents comprising a package and may incorporate by reference from other documents other information, including final offering documents of debt issues of the Issuer or related public entities which have been submitted to the Municipal Securities Rulemaking Board. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so incorporated by reference. (iii) If audited financial statements are to be included in an Annual Report but are not available in time to satisfy the requirements of Subsection (a)(i) of this Section, unaudited financial statements must be provided at the requisite time as part of the Annual Report and as soon as possible (but not later than thirty (30) days) after such audited financial statements become available, the audited financial statements shall be provided through EMMA. Section 3. Reporting of Listed Events. (a) This Section shall govern the giving of notices of the occurrence of any of the following events (the "Listed Events")with respect to the Securities: (i) Principal and interest payment delinquencies. 2 11004911200 (ii) Non-payment related defaults, if material. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue(IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (vii) Modifications to rights of security holders, if material. (viii) Bond calls, if material, and tender offers. (ix) Defeasances. (x) Release, substitution or sale of property securing repayment of the securities, if material. (xi) Rating changes. (xii) Bankruptcy, insolvency, receivership or similar events of the obligated person,being if any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (xiii) The consummation of a merger, consolidation or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (xiv) Appointment of a successor or additional trustee or the change of the name of the trustee, if material. 3 11004911200 (xv) Incurrence of a Financial. Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material. (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties. (xvii) Notice of a failure of the obligated person to provide required annual financial information on or before the date specified in Section 2 above, including any non- appropriation to cover applicable costs. (b) Whether events subject to the standard "material" would be material shall be determined under applicable federal securities laws. (c) THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, PROMPTLY, BUT NOT MORE THAN TEN (10) BUSINESS DAYS THEREAFTER, FILE A NOTICE OF LISTED EVENT OF SUCH OCCURRENCE THROUGH EMMA. Section 4. Termination of Reporting Obligation. The obligations of the Issuer pursuant to this Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Securities. THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATIONAGENT TO, GIVE NOTICE OF SUCH TERMINATION THROUGH EMMA AS SOONAS PRACTICABLE, BUT NOT LATER THAN THE DATE ANANNUAL REPORT WOULD OTHERWISE HAVE BEEN DUE. Section 5. Amendment or Waiver. (a) Notwithstanding any other provision of this Undertaking, the Issuer may amend this Undertaking, and any provision of this Undertaking may be waived,if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that (i) such amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the Issuer or type of business conducted; (ii) this Undertaking, as amended or affected by such waiver,would have complied with the requirements of the Rule at the time of the primary offering of the Securities, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances and(iii) such amendment or waiver does not materially impair the interests of the owners of the Securities, as determined either by parties (such as bond counsel) unaffiliated with the Issuer or by an approving vote of the registered owners of the Securities pursuant to the terms of the Authorizing Document at the time of the amendments. (b) The Annual Report containing amended operating data or financial information resulting from such amendment or waiver, if any, shall explain, in narrative form, the reasons for the amendment or waiver and the impact of the change in the type of operating data or financial information being provided. If an amendment or waiver is made specifying the accounting principles to be followed in preparing financial statements, the Annual Report for the 4 11004911200 year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information in order to provide information to investors to enable them to evaluate the ability of the Issuer to meet its obligations. To the extent reasonably feasible, such comparison also shall be quantitative. IF THE ACCOUNTING PRINCIPLES OF THE ISSUER CHANGE, THE ISSUER SHALL, OR SHALL CA USE THE DISSEMINATION AGENT TO, FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT. Section 6. Additional. Information. Nothing in this Undertaking shall be deemed to prevent the Issuer from disseminating any other information,using the means of dissemination set forth in this Undertaking or any other means of communication,or including any other information in any Annual Report or Notice of Listed Event, in addition to that which is required by this Undertaking. If the Issuer chooses to include any information in any Annual Report or Notice of Listed Event in addition to that which is specifically required by this Undertaking, the Issuer shall have no obligation under this Undertaking to update such information or include it in any future Annual Report or Notice of Listed Event. Section 7. Default. In the event of a failure of the Issuer to comply with any provision of this Undertaking, any owner of a Security for the benefit of which this Undertaking is being provided may take such actions as may be necessary and appropriate,including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Undertaking. A default under this Undertaking shall not be deemed an event of default for other purposes of the Authorizing Document, and the sole remedy under this Undertaking in the event of any failure of the Issuer to comply with this Undertaking shall be an action to compel performance. Section 8. Dissemination Agent. The Issuer may,from time to time,appoint or engage a Dissemination Agent to assist the Issuer in satisfying the obligations of the Issuer hereunder and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. Section 9. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Undertaking and the applicable, related agency agreement, and, to the extent permitted by applicable law, the Issuer shall indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless for, from and against any loss, expense and liabilities which the Dissemination Agent may incur arising out of or in the exercise or performance of the powers and duties of the Dissemination Agent pursuant to this Undertaking and the applicable, related agency agreement, including the costs and expenses (including attorneys' fees) of defending against any claim of liability,but excluding liabilities due to the negligence or willful misconduct of the Dissemination Agent. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Securities. 5 11004911200 Dated: [Closing Date] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. I By............................................................................... Chairman, Board of Directors [Signature page to Continuing Disclosure Undertaking] 1100491120\2\ SPB Draft 08/20/24 $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1. (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. 4 SPECIAL ASSESSMENT BONDS, SERIES 2024 BOND PURCHASE AGREEMENT [Pricing Date] Board of Directors Superstition Vistas Community Facilities District No. 1 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Ladies and Gentlemen: The undersigned Stifel, Nicolaus & Company, Incorporated (the "Underwriter") hereby offers to enter into this Bond Purchase Agreement(this "Purchase Agreement")with Superstition Vistas Community Facilities District No. 1 (the "Issuer"), a community facilities district duly organized and validly existing under and pursuant to the laws of the State of Arizona (the "State" or"Arizona"),whereby the Underwriter will purchase and the Issuer will sell the Bonds(as defined herein). The Underwriter is making this offer subject to the acceptance by the Issuer at or before 11:59 P.M.,Arizona Time, on the date hereof. If the Issuer accepts this Purchase Agreement, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall bind both the Issuer and the Underwriter. The Underwriter may withdraw this Purchase Agreement upon written notice delivered by the Underwriter to the Issuer at any time before the Issuer accepts this Purchase Agreement. Terms used but not otherwise defined in this Purchase Agreement shall have the same meanings set forth in the Official Statement and the Bond Resolution (each as defined herein). In addition to acceptance of this Purchase Agreement by the Issuer as provided herein,the obligations of the Underwriter and the Issuer under this Purchase Agreement shall be conditioned on the execution and delivery of the Indemnity Letter, dated the date hereof (the "Indemnity Letter"), by D.R. Horton, Inc. (the "D.R. Horton"), attached as the Attachment hereto. 1. PURCHASE AND SALE. (a) Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the$[Par] aggregate principal amount of"Superstition Vistas Community Facilities District No. 1 (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bonds, Series 2024" 1 1102168727\2\ (the "Bonds"), at the purchase price of $ , representing the aggregate principal amount of the Bonds less an Underwriter's discount of$ [plus [net] original issue premium of$ /less [net] original issue discount of$ ]. The Underwriter intends to make an initial bona fide public offering of the Bonds at a price or prices (or at a yield or yields) described in Schedule I attached hereto; provided, however, the Underwriter reserves the right to change such initial public offering prices (or yields) as the Underwriter deems necessary or desirable,in its sole discretion, in connection with the marketing of the Bonds (but in all cases subject to the requirements of Section 4 hereof), and may offer and sell the Bonds to certain dealers,unit investment trusts and money market funds,certain of which may be sponsored or managed by the Underwriter at prices lower than the public offering prices (or yields greater than the yields) set forth therein (but in all cases subject to the requirements of Section 4 hereof). (b) The Issuer acknowledges and agrees that with respect to the transaction contemplated hereby: (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B of the Securities Exchange Act of 1934, as amended(the "Exchange Act"); (ii)the primary role of the Underwriter, as underwriter, is to purchase securities, for resale to investors, in an arm's length commercial transaction between the Issuer and the Underwriter and the Underwriter has financial and other interests that differ from those of the Issuer; (iii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor,financial advisor or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iv) the only obligations the Underwriter has to the Issuer expressly are set forth in this Purchase Agreement; and (v) the Issuer has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate. 2. DESCRIPTION AND PURPOSE OF THE BONDS. (a) The Bonds have been authorized pursuant to Title 48, Chapter 4, Article 6, Arizona Revised Statutes (the "Act") and a resolution adopted by the Board of Directors of the Issuer on September 17, 2024 (the "Bond Resolution"). The Bonds shall be dated the date of delivery and shall be issued and secured under and pursuant to the Act and the Bond Resolution. (b) The proceeds of the sale of the Bonds will be used to (i) acquire the public infrastructure described in the Feasibility Report related to the Bonds, (ii) fund the Reserve Fund, [(iii) capitalize interest due with respect to the Bonds through July 1, 2025], and (iv)pay certain costs of issuance associated with the Bonds. (c) The Bonds shall mature in the years, bear interest, produce the yields or prices and be subject to redemption at the times and in the amounts, all as set forth in Schedule I attached hereto. 3. DELIVERY OF THE OFFICIAL STATEMENT AND OTHER DOCUMENTS. (a) The Issuer has approved and delivered or caused to be delivered to the Underwriter copies of the Preliminary Official Statement dated , 2024, which, including the cover page, the inside front cover page and all appendices thereto, is herein referred 2 1102168727\2\ to as the "Preliminary Official. Statement." It is acknowledged by the Issuer that the Underwriter may deliver the Preliminary Official Statement and a final Official Statement (as defined herein) electronically over the internet and in printed paper form. The Issuer deems the Preliminary Official Statement final as of its date and as of the date hereof for purposes of Rule 15e2-12 promulgated under the Securities Exchange Act of 1934, as amended("Rule 15c2-12"), except for any information which is permitted to be omitted therefrom in accordance with paragraph (b)(1) of Rule 15c2-12. (b) Within seven (7) business days from the date hereof, and in any event not later than the Closing Date (as defined herein), the Issuer shall deliver to the Underwriter a final Official Statement relating to the Bonds dated the date hereof(such Official Statement, including the cover page, the inside front cover page and all appendices attached thereto, together with all. information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements and statements incorporated by reference therein or attached thereto, as have been approved by the Issuer,Bond Counsel(as defined herein)and the Underwriter,is referred to herein as the"Official Statement")and such additional conformed copies thereof as the Underwriter may reasonably request in sufficient quantities to comply with Rule 15c2-12, rules of the Municipal Securities Rulemaking Board(the "MSRB") and to meet potential customer requests for copies of the Official Statement. The Underwriter agrees to file a copy of the Official Statement, including any amendments or supplements thereto prepared by the Issuer, with the MSRB on its Electronic Municipal Market Access system, if required by MSRB Rule G-32. The Official Statement shall be executed by and on behalf of the Issuer by an authorized officer of the Issuer. The Official Statement shall be in substantially the same form as the Preliminary Official Statement and, other than information previously permitted to have been omitted by Rule 15c2-12,the Issuer shall only make such other additions, deletions and revisions in the Official Statement which are approved by the Underwriter. The Issuer hereby agrees to deliver to the Underwriter an electronic copy of the Official Statement in a form that permits the Underwriter to satisfy its obligations under the rules and regulations of the MSRB and the U.S. Securities and Exchange Commission(the"SEC") including in a word-searchable pdf format including any amendments thereto. The Issuer hereby ratifies, confirms and consents to and approves the use and distribution by the Underwriter before the date hereof of the Preliminary Official Statement and hereby authorizes and consents to the use by the Underwriter of the Official Statement in connection with the public offering and sale of the Bonds. (c) In order to assist the Underwriter in complying with Rule 15c2-12, the Issuer will undertake,pursuant to the Continuing Disclosure Undertaking, to be dated the Closing Date (the"Undertaking"), of the Issuer, to provide annual financial information and notices of the occurrence of specified events. A description of the Undertaking is set forth in, and a form of such Undertaking is attached as APPENDIX D - "FORM OF CONTINUING DISCLOSURE UNDERTAKING"to, the Preliminary Official Statement and the Official Statement. 4. ESTABLISHMENT OF ISSUE PRICE. (a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing(as defined herein)an"issue price" or similar certificate, substantially in the form of Exhibit A attached hereto, together with the supporting pricing wires or equivalent communications, with such modifications as may be 3 1102168727\2\ deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Issuer under this Section to establish the issue price of the Bonds may be taken on behalf of the Issuer by the Issuer's municipal advisor and any notice or report to be provided to the Issuer may be provided to the Issuer's municipal advisor. (b) [Except for the maturities set forth in Schedule 11 attached hereto,]the Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds [(the "10% Test")] is sold to the public as the issue price of that maturity. At or promptly after the execution. of this Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which the Underwriter has sold to the public each maturity of Bonds. [If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either(i) all Bonds of that maturity have been sold or(ii) the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the Issuer or Bond Counsel.] For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) [The Underwriter confirms that the Underwriter has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule 11 attached hereto, except as otherwise set forth therein. Schedule II attached hereto also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the Issuer and the Underwriter agrees that the restrictions set forth in the next sentence shall apply,which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the- offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds,the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth(5th)business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Issuer promptly after the close of the fifth(5th)business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.] (d) [The Underwriter confirms that: 4 1102168727\2\ (i) any selling group agreement and each third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related parry to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public,together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third- party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a parry to such third-party distribution agreement to(A)report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or dealer and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.] 5 1 1 021 68727\2\ (e) [The Issuer acknowledges that, in making the representations set forth in this Section,the Underwriter will rely on(i)in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the third-party distribution agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds.] (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public(each such term being used as defined below) shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section: (i) "public" means any person other than an underwriter or a related party to an underwriter, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Issuer(or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A)to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of any of the Bonds is a"related party"to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the 6 11021687270 other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), [and (iv) "sale date"means the date of execution of this Purchase Agreement by all parties.] (g) [Notwithstanding anything herein to the contrary, any reporting obligation with. respect to maturities subject to the hold-the-offering-price rule will terminate at the end of the Holding Period(as defined in the form of Issue Price Certificate attached as Exhibit A hereto)even if such date is prior to the Closing Date.] 5. ISSUER'S REPRESENTATIONS. The Issuer represents to and agrees with the Underwriter that: (a) The Issuer is duly organized and validly existing,with full legal right,power and authority to issue, sell and deliver the Bonds to the Underwriter pursuant to the Bond Resolution, and execute, deliver and perform its obligations, as the case may be, under this Purchase Agreement, the Undertaking, the Bond Registrar, Transfer Agent and Paying Agent Contract, to be dated as of 1, 2024 (the"Paying Agent/Registrar Agreement"),by and between the Issuer and [U.S. Bank Trust Company, National Association], as paying agent and registrar(the"Paying A eng t/Re isg trar"),the Superstition Vistas Community Facilities District No. 1. Waiver and Development Agreement Pertaining To The To Be Formed Assessment Area No. 4, dated as of (the "Waiver Agreement"),by and between the Issuer and D.R. Horton and a District Development, Financing, Participation, Waiver and Intergovernmental Agreement, dated as of February 22, 2022 (the "CFD Development Agreement"), by and among the City of Apache Junction, Arizona (the "City"), the Issuer and D.R. Horton, and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Purchase Agreement, the Bond Resolution, the Paying Agent/Registrar Agreement, the Undertaking, the Waiver Agreement,and the CFD Development Agreement are referred to herein collectively as the"Issuer Documents"), and the Bonds, and to perform and consummate all obligations and transactions required or contemplated by each of the Issuer Documents and the Official Statement. (b) The Bond Resolution approving and authorizing the execution and delivery by the Issuer of the Issuer Documents and the offering, issuance and sale of the Bonds upon the terms set forth herein and in the Official Statement,was duly adopted at a meeting of the Board of Directors of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed. (c) The Issuer Documents and the Bonds conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement, and the Bonds, when duly issued and authenticated in accordance with the Bond Resolution and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Bond Resolution and payable from the sources specified therein. (d) The Issuer has executed and delivered, or will execute and deliver on or before the Closing Date, each of the Issuer Documents. Each of the Issuer Documents constitutes, 7 1102168727\2\ or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as the enforceability thereof may be limited by application of bankruptcy,insolvency,reorganization,moratorium and other similar laws affecting creditors'rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution. Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect. (e) The Issuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Bond Resolution, the issuance, delivery and sale of the Bonds and the execution and delivery of the Issuer Documents and compliance with and performance of the Issuer's obligations therein and herein will not in any material respect conflict with,violate or result in a breach of or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term "Material Judgment or Agreement" means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject (including, without limitation, the Act, the Bond Resolution and the Issuer Documents). (f) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body having jurisdiction (including with respect to the requirements of Section 35-501(B), Arizona Revised Statutes)which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Issuer of its obligations hereunder and under the Issuer Documents have been obtained; provided, that the Issuer makes no representations as to any approvals, consents or other actions which may be necessary to qualify the Bonds for offer and sale under Blue Sky or other state securities laws or regulations. (g) Any certificates executed by any officer of the Issuer and delivered to the Underwriter pursuant hereto or in connection herewith shall be deemed a representation and warranty of the Issuer as to the accuracy of the statements therein made and as to the authority of the representative to deliver such certificates and make such representation. (h) Between the date hereof and the time of the Closing and to the extent it may legally agree to do so pursuant to applicable law, the Issuer shall not, without the prior written consent of the Underwriter, offer or issue in any material amount any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, except in 8 1102168727\2\ the course of normal business operations of the Issuer or except for such borrowings as may be described in or contemplated by the Official Statement. (i) The financial information regarding the Issuer in the Preliminary Official Statement fairly presents, and in the Official Statement shall fairly present, the financial position and results of the Issuer as of the dates and for the periods set forth therein,and,prior to the Closing Date, there shall be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer. 0) Except for information which is permitted to be omitted pursuant to Rule 1.5c2-12, the information contained in the Preliminary Official. Statement (excluding therefrom any information regarding DTC (as defined herein) and the information under the heading "UNDERWRITING," as to which no representations or warranties are made), as of its date and as of the date hereof was and is true and correct in all material respects and did not and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) The Official Statement is, as of its date and at all times after the date of the Official Statement (excluding therefrom any information regarding DTC and the information under the heading "UNDERWRITING," as to which no representations or warranties are made) up to and including the Closing Date will be, true and correct in all material respects and will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (1) If the Official Statement is supplemented or amended, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended) at all times subsequent thereto up to and including that date that is 25 days from the "end of the underwriting period"as defined in Rule 15c2-12 (unless the Underwriter notifies the Issuer by the Closing Date of an unsold balance, in which case the "underwriting period" shall be deemed to end on the Closing Date), the Official Statement as so supplemented or amended will be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (m) If between the date of the Official Statement and the Closing any event shall occur which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter thereof, and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer shall promptly (and in any event before the Closing) prepare and furnish (at the expense of the Issuer) a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Underwriter. 9 1 1 021 68727\2\ (n) Except as described in the Preliminary Official Statement and Official Statement,no litigation,proceeding or official investigation of any governmental or judicial body is pending against the Issuer or against any other party of which the Issuer has notice or, to the knowledge of the Issuer,threatened against the Issuer: (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds; (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity or binding effect of any of the Issuer Documents; (iii) which is in any way contesting the creation, existence,powers or jurisdiction of the Issuer or the validity or effect of the Bond Resolution or the Act or any provision thereof or the application of the proceeds of the Bonds; (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto; or (v) which, if adversely determined, could materially adversely affect the financial position or operating condition of the Issuer or the transactions contemplated by the Preliminary Official Statement and Official Statement or any of the Issuer Documents. The Issuer shall advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds. (o) Except as described in the Official Statement, the Issuer, to the best of its knowledge, has never been and is not in default in the payment of principal of, premium, if any, or interest on, or otherwise is not nor has it been in default with respect to, any bonds, notes, or other obligations which it has issued, assumed or guaranteed as to payment of principal,premium, if any, or interest. (p) Except as described in the Official Statement, during the last five years,the Issuer has not failed to materially comply with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12, if any. All representations,warranties and agreements of the Issuer shall remain operative and in full force and effect, regardless of any investigations made by the Underwriter or on the Underwriter's behalf, and shall survive the delivery of the Bonds. 6. UNDERWRITER'S REPRESENTATIONS. The Underwriter represents to and agrees with the Issuer that the Underwriter and its parent company, wholly or majority-owned subsidiaries, and other affiliates, if any, are not currently engaged in, or for the duration of this Purchase Agreement will not engage in, a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by, or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel. The Underwriter understands that "boycott" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm 10 1 1 021 68727\2\ on, or limit commercial relations, but does not include an action made for ordinary business purposes. 7. CLOSING. The date of the payment for and delivery of the Bonds (such payment and delivery and the other actions contemplated hereby to take place at the time of such payment and delivery of the Bonds herein sometimes called the "Closing") shall be at 8:00 A.M., Arizona Time, on [Closing Date], or at such other time or date as the Underwriter and the Issuer may mutually agree upon as the date and time of the Closing (the "Closing Date"), the Issuer will deliver or cause to be delivered to the Underwriter, at the offices of Greenberg Traurig, LLP ("Bond Counsel"), or at such other place as the Underwriter and the Issuer may mutually agree upon, the Bonds, through the facilities of The Depository Trust Company, New York, New York ("DTC"), duly executed and authenticated, and the other documents specified in Section 8. At the Closing, (i) upon satisfaction of the conditions herein specified, the Underwriter shall accept the delivery of the Bonds, and pay the purchase price therefor in federal funds, and (ii) the Issuer shall deliver or cause to be delivered the Bonds to the Underwriter through the facilities of DTC in definitive or temporary form, duly executed by the Issuer and in the authorized denominations as specified by the Underwriter at the Closing and the Issuer shall deliver the other documents hereinafter mentioned. The Bonds shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection. 8. CONDITIONS PRECEDENT. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and agreements of the Issuer contained herein and of D.R. Horton contained in the Indemnity Letter, and the performance by the Issuer of its obligations hereunder and by D.R. Horton pursuant to the Indemnity Letter,both as of the date hereof and as of the Closing Date. The Underwriter's obligations under this Purchase Agreement are and shall be subject to the following additional conditions: (a) The representations and agreements of the Issuer contained herein and of D.R. Horton contained in the Indemnity Letter shall be true, complete and correct in all material respects on the date of acceptance hereof and on and as of the Closing Date. (b) At the time of the Closing, the Official Statement,the Bond Resolution,the Bonds and the Issuer Documents shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter. (c) The Issuer shall perform or have performed all of its obligations required under or specified in the Bond Resolution, the Bonds, the Issuer Documents and the Official Statement to be performed at or prior to the Closing. (d) The Issuer shall have delivered to the Underwriter the Official Statement by the time, and in the numbers, required by Section 3 of this Purchase Agreement. 11 1102168727\2\ (e) As of the date hereof and at the time of Closing, all necessary official action of the Issuer relating to the Bonds, the Issuer Documents and the Official Statement shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect. (f) After the date hereof,up to and including the time of the Closing,there shall not have occurred any change in or particularly affecting the Issuer, the Act,the Bond Resolution, the Bonds or the Issuer Documents as the foregoing matters are described in the Preliminary Official Statement and the Official Statement, which in the reasonable professional judgment of the Underwriter materially impairs the investment quality of the Bonds. (g) At or prior to the Closing, the Underwriter shall receive the transcript of proceedings of the Issuer relating to the issuance of the Bonds, including, but not limited to, the following documents (in each case with only such changes as the Underwriter shall approve): (i) The approving opinion of Bond Counsel relating to the Bonds,dated the Closing Date, substantially in the form attached as Appendix B to the Official Statement, and, if not otherwise directly addressed to the Underwriter, a reliance letter with respect thereto addressed to the Underwriter; (ii) The supplemental opinion of Bond Counsel, addressed to the Underwriter, dated the Closing Date, and substantially in the form of Exhibit B attached hereto; (iii) The opinion of Fennemore Craig, P.C., counsel to D.R. Horton, addressed to the Issuer and the Underwriter, dated the Closing Date, and substantially in the form of Exhibit C attached hereto. (iv) The opinion of Squire Patton Boggs (US) LLP, counsel to the Underwriter, dated the date of the Closing and addressed to the Underwriter, and covering such matters as the Underwriter may reasonably request; (v) A certificate, dated the Closing Date, signed by the Chairman of the Board of Directors of the Issuer to the effect that: (a) the representations and agreements of the Issuer contained herein are true and correct in all material respects as of the date of the Closing; (b) the Bonds and the Issuer Documents have been duly authorized and executed and are in full force and effect; (c) except as described in the Preliminary Official Statement,as of its date and as of the date hereof,and the Official Statement,as of its date and as of the Closing Date,no litigation is pending or,to his or her knowledge,threatened (i) seeking to restrain or enjoin the issuance or delivery of the Bonds, (ii)in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Bond Resolution or any Issuer Document, (iii) in any way contesting the creation, 12 1102168727\2\ existence or powers of the Issuer or the validity or effect of the Act or any provision thereof or the application of the proceeds of the Bonds, or (iv) which, if adversely determined, could materially adversely affect the financial position or operating condition of the Issuer or the transactions contemplated by the Preliminary Official Statement, as of its date and as of the date hereof, and the Official Statement, as of its date and as of the Closing Date, or the Bonds or any Issuer Document; (d) no authority or proceedings for the issuance of the Bonds has been repealed, revoked or rescinded and no petition or petitions to revoke or alter the authorization to issue the Bonds has been filed with or received by such authorized officer; (e)the Preliminary Official Statement, as of its date and as of the date hereof, and the Official Statement, as of its date and as of the Closing Date, are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except no review has been made of any information in the Preliminary Official Statement or the Official Statement regarding DTC and the information under the heading "UNDERWRITING"; (f) the financial information regarding the Issuer in the Preliminary Official Statement, as of its date and as of the date hereof, and in the Official Statement, as of its date and as of the Closing Date, fairly present the financial position and results of the Issuer as of the dates and for the periods set forth therein; and (g) except as disclosed in the Preliminary Official Statement and the Official Statement,prior to the Closing Date, there has been no adverse change of a material nature,or any development involving a prospective material change, in such financial position, results of operations or condition, financial or otherwise, of the Issuer. (vi) A certificate or certificates of D.R. Horton, signed by authorized officials of D.R. Horton and in form and substance satisfactory to the Underwriter,to the effect that the representations and warranties contained in the Indemnity Letter, the Waiver Agreement, the CFD Development Agreement and in the documents executed by D.R. Horton in connection with the issuance of the Bonds are true and correct in all material respects as of the Closing; (vii) Executed or certified copies of each of the Issuer Documents; (viii) A tax certificate of the Issuer, in form satisfactory to Bond Counsel, executed by such officials of the Issuer as shall be satisfactory to the Underwriter; (ix) A certified copy of the Bond Resolution; 13 1 1 021 68727\2\ (x) Specimen Bonds; (xi) A counterpart original of the Official Statement manually executed on behalf of the Issuer by an authorized officer of the Issuer; (xii) Evidence that the Issuer has caused or will cause to be filed the Report of Bond and Security Issuance Pursuant to Section 35-501(B), Arizona Revised Statutes; (xiii) Evidence that a Form 8038-G relating to the Bonds has been executed by the Issuer and will be filed with the Internal Revenue Service within the applicable time limit; (xiv) A consent of Schnepf Ellsworth Appraisal Group, LLC, dated the Closing Date, addressed to the Underwriter and substantially in the form attached hereto as Exhibit D, (xv) A copy of the Issuer's executed Blanket Letter of Representation to DTC; and (xvi) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, counsel to the Underwriter or Bond Counsel may reasonably request to evidence compliance by the Issuer and D.R. Horton with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the Issuer herein contained and of D.R. Horton contained in the Indemnity Letter, and the due performance or satisfaction by the Issuer and D.R. Horton at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer and D.R. Horton. 9. TERMINATION. If the Issuer and D.R. Horton shall be unable to satisfy the conditions of the Underwriter's obligations contained in this Purchase Agreement or if the Underwriter's obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement may be cancelled by the Underwriter at, or at any time before, the time of the Closing. Notice of such cancellation shall be given by the Underwriter to the Issuer in writing, or by telephone confirmed in writing. The performance by the Issuer of any and all conditions contained in this Purchase Agreement for the benefit of the Underwriter may be waived by the Underwriter. (a) The Underwriter shall also have the right, before the time of Closing, to cancel its obligations to purchase the Bonds, by written notice (or by telephone confirmed in writing)by the Underwriter to the Issuer, if between the date hereof and the time of Closing,in the Underwriter's sole and reasonable judgment any of the following events shall occur (each a "Termination Event"): 14 1 1 021 68727\2\ (i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events: (A) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Bonds; or (B) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or(2)any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or (C) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (D) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general 15 1 1 021 68727\2\ character of the Bonds, the Bond Resolution or the Issuer Documents, or any comparable securities of the Issuer, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended(the "Securities Act") or the Trust Indenture Act of 1939, as amended(the "Trust Indenture Act") or otherwise, or would be in violation of any provision of the federal securities laws; or (E) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the Issuer or D.R. Horton shall have occurred; or (F) any rating on bonds of the Issuer is reduced or withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or (b) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Issuer refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (c) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (d) a material disruption in securities settlement,payment or clearance services affecting the Bonds shall have occurred; or (e) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by,or a charge to the net capital requirements of,underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (f) a decision by a court of the United States shall be rendered, or a stop order, release,regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act. 16 1102168727\2\ Upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the Issuer and the Underwriter under this Purchase Agreement shall terminate, without further liability. 10. AMENDMENTS TO OFFICIAL STATEMENT. During the period commencing on the date of the Official Statement and ending twenty- five (25) days from the "end of the underwriting period" (as defined in Rule 15c2-12) the Issuer shall advise the Underwriter if any event relating to or affecting the Official Statement shall occur as a result of which it may be necessary or appropriate to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser or"potential customer" (as defined for purposes of Rule 15c2-12). If the Official Statement is supplemented or amended, at the time of each supplement or amendment thereto and at all times subsequent thereto up to and including that date that is 25 days from the end of the underwriting period, the Official Statement as supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall amend or supplement the Official Statement (in form and substance satisfactory to counsel to the Underwriter) so that the Official Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,not misleading. The expenses of preparing such amendment or supplement shall be borne by the Issuer. For the purpose of this Section, the Issuer will furnish to the Underwriter such information with respect to itself as the Underwriter may from time to time reasonably request. 11. EXPENSES. (a) Whether or not the Bonds are sold to the Underwriter,the Underwriter shall be under no obligation to pay any expenses incident to the performance of the Issuer's obligations hereunder. If the Bonds are delivered by the Issuer to the Underwriter, the Issuer shall pay, from the proceeds of the Bonds or from other funds of the Issuer, the following expenses: (i) the cost of preparing, duplicating or printing,mailing and delivering the Issuer Documents, including the cost of electronically distributing the Preliminary Official Statement and the Official Statement and any amendment or supplement of either; (ii)the cost of preparation and printing of the definitive Bonds; (iii) the fees and expenses of the Issuer, the Paying Agent/Registrar, Bond Counsel, Piper Sandler& Co., as financial advisor to the Issuer, and any entity performing continuing disclosure compliance research or providing continuing disclosure compliance reports and any other experts or consultants retained by the Issuer; (iv) the charges of any rating agency with respect to the Bonds; (v) reimbursement to the Underwriter for payment of any fees and expenses reasonably incurred in connection with the initial offering, sale and delivery of the Bonds, including but not limited to industry fees (e.g., DTC, DAC, IPREO, CUSIP and Day Loan fees) only if the Issuer and Underwriter have previously discussed and approved the allocation of proceeds towards these fees, and meal and travel expenses of Issuer personnel, but not including entertainment expenses or those to be paid by the Underwriter pursuant to the last paragraph of this Section 11, and(vi) all other fees and expenses, not including entertainment expenses, reasonably incurred in connection with the preparation of the Issuer Documents and/or the initial offering, sale and delivery of the 1'7 1 1 021 68727\2\ Bonds. The Issuer has authorized, and does hereby authorize, the Underwriter to pay certain of such expenses on behalf of the Issuer from proceeds of the Bonds at Closing as further described in the closing memorandum relating to the Bonds. (b) If the Bonds are sold to the Underwriter by the Issuer,the Issuer shall pay out of the proceeds of the Bonds the discount of the Underwriter or the purchase price paid for the Bonds shall reflect such discount. (c) Except as otherwise provided in this Section 11, the Underwriter shall pay the cost, if any, of qualifying the Bonds for sale in the various states chosen by the Underwriter, all advertising expenses in connection with the public offering of the Bonds, the fees and expenses of counsel to the Underwriter, and all other expenses incurred by it in connection with its public offering and distribution of the Bonds, not described above. 12. USE OF DOCUMENTS. The Issuer hereby authorizes the Underwriter to use, in connection with the public offering and sale of the Bonds, this Purchase Agreement, the Preliminary Official Statement, the Official Statement and the Issuer Documents, and the information contained herein and therein. 13. QUALIFICATION OF SECURITIES. The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and to provide for the continuance of such qualification;provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state. 18 1102168727\2\ 14. NOTICES. Any notice or other communication to be given to the Issuer under this Purchase Agreement may be given by delivering the same in writing to Superstition Vistas Community Facilities District No. 1, c/o City of Apache Junction, Arizona, 300 E. Superstition Boulevard, Apache Junction, Arizona 85119, Attention: District Manager, and any such notice or other communication to be given to the Underwriter may be given by delivering the same in writing to the following address: Stifel,Nicolaus & Company, Incorporated Suite 300 2801 East Camelback Road Phoenix, Arizona 85016 Attention: Mark Reader, Managing Director 15. BENEFIT. This Purchase Agreement is made solely for the benefit of the Issuer and the Underwriter (including their successors or assigns) and no other person,partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. Except as otherwise expressly provided herein, all of the agreements and representations of the Issuer contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of. (i) any investigation made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds hereunder;or(iii) any termination of this Purchase Agreement,other than pursuant to Section 9 (and in all events the agreements of the Issuer pursuant to Section 11 hereof shall remain in full force and effect notwithstanding the termination of this Purchase Agreement under Section 9 hereof). 16. GOVERNING LAW. THIS PURCHASE AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ARIZONA. 17. WAIVER of JURY TRIAL. THE ISSUER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 18. MISCELLANEOUS. (a) This Purchase Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements, prior writings and representations with respect thereto. (b) If any section, paragraph, subdivision, sentence, clause or phrase of this Purchase Agreement shall for any reason be held illegal or unenforceable, such decision shall not affect the validity of the remaining portions of this Purchase Agreement. The parties to this 19 11021687270 Purchase Agreement declared they would have executed this Purchase Agreement and each and every other section, paragraph, subdivision, sentence, clause and phrase of this Purchase Agreement, irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Purchase Agreement may be held to be illegal, invalid, or unenforceable. Tf any provision of this Purchase Agreement contains any ambiguity which may be construed as either valid or invalid, the valid construction shall be adopted. (c) This Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original hereof. (d) To the extent applicable by provision of law, this Purchase Agreement is subject to cancellation pursuant to Section 38-511, Arizona Revised Statutes, the provisions of which are incorporated herein by this reference. (e) The electronic signature of a party to this Purchase Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Purchase Agreement. For purposes hereof. (i) "electronic signature" means a manually signed original signature that is then transmitted by electronic means, electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other electronic signature provider acceptable to the Underwriter; and (ii) "transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a portable document format (pdf) or other replicating image attached to an electronic mail or internet message. [Signature page follows.] 20 11021687270 Very truly yours, STIFEL,NICOLAUS & COMPANY, INCORPORATED Mark Reader, Managing Director ACCEPTED THIS DAY OF , 2024 at P.M. SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. I By: Printed Name: Title: [Signature page to Bond Purchase Agreement] 1102113892 SCHEDULE $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. 4 SPECIAL ASSESSMENT BONDS, SERIES 2024 Maturity Dates Principal Interest (July 1) Amounts Rates Yields Redemption Provisions: Special Optional Redemption. The Bonds will be redeemed at the option of the District in whole or in part on any Interest Payment Date, upon not more than sixty (60) nor less than thirty (30) days' prior notice, upon payment of the applicable redemption price which will consist of the principal amount of the Bonds so redeemed, plus interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without premium(i) if and to the extent on or after the completion of the Public Infrastructure amounts are transferred from the Acquisition Fund for such purpose, (ii) from the prepayment of any Special Assessment by the owner of any Assessed Lot, (iii) from the proceeds from the sale of any delinquent Special Assessments, to the extent such proceeds are not used to replenish the Reserve Fund to an amount equal to the Reserve Fund Requirement and (iv) from amounts transferred from the Reserve Fund, if and to the extent the amount held in the Reserve Fund,together with the amount held in the Bond Fund, is sufficient to pay the principal amount of all Bonds outstanding on an Interest Payment Date, together with the accrued interest on such Bonds as of such Interest Payment Date. [Optional Redemption. The Bonds maturing on or after July 1, 20_, will be redeemable, on or after July 1, 20_, at the option of the District, in whole on any date or, in part on any Interest Payment Date, upon not more than sixty (60) nor less than thirty (30) days' prior notice,upon payment of the applicable redemption price which will consist of the principal amount of the Bonds so redeemed plus interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without premium. Mandatory Redemption. The Bonds maturing in the following years will be redeemed on the following redemption dates and in the following (sinking fund) amounts upon Schedule 1-1 1102168727\2\ not more than sixty(60)nor less than thirty(30)days'prior notice,upon payment of the applicable redemption price which will consist of the principal amount of the Bonds so redeemed plus interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without premium:] Redemption Date Principal (July 1) Amount Bonds Maturing in 20_ * * Maturity Bonds Maturing in 20_ $ * *Maturity Whenever Bonds are redeemed (other than pursuant to mandatory redemption) or delivered to the Paying Agent/Registrar for cancellation,the principal amount of the Bonds of such maturity so retired shall satisfy and be credited against the mandatory redemption requirements for such maturity on a pro-rata basis, to the extent practicable; provided, however that each remaining mandatory payment shall be in an amount which is an authorized denomination. Schedule I-2 1102168727\2\ EXHIBIT A FORM OF ISSUE PRICE CERTIFICATE $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. 4 SPECIAL ASSESSMENT BONDS, SERIES 2024 The undersigned, on behalf of Stifel,Nicolaus& Company, Incorporated("Stifel")hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the "Bonds"). 1. Bond Purchase Agreement. On [Pricing Date] (the "Sale Date"), Stifel and Superstition Vistas Community Facilities District No. I (the "Issuer") executed a Bond Purchase Agreement (the "Purchase Agreement") in connection with the sale of the Bonds. Stifel has not modified the Purchase Agreement since its execution on the Sale Date. 2. Price. (a) As of the date of this Certificate, for each [Maturity] [of the Maturities] of the Bonds, the first price or prices at which at least 10% of[each] such Maturity of the Bonds was sold to the Public [(the "10% Test")] are the respective prices listed in Schedule A attached hereto. (b) [To be used if not using Hold-the-Offering-Price Rule and 10% was not sold for all Maturities] [** With respect to each of the Maturities of the Bonds: (i) As of the date of this Certificate, Stifel has not sold at least 10% of the Bonds of these Maturities at any price or prices. (ii) As of the date of this Certificate, Stifel reasonably expects that the first sale to the Public of Bonds of these Maturities will be at or below the respective price or prices listed on the attached Schedule A as the "Reasonably Expected Sale Prices for Undersold Maturities." (iii) Stifel will provide actual sales information (substantially similar to the information contained on Schedule B) as to the price or prices at which the first 10% of each such Maturity (i.e., the Undersold Maturity or Maturities) is sold to the Public. (iv) On the date the 10% Test is satisfied with respect to all Maturities of the Bonds, Stifel will execute a supplemental certificate substantially in the form attached hereto as Schedule C with respect A-I 1102168727\2\ to any remaining Maturities for which the 1.0% Test has not been satisfied as of the Closing Date.**] (b) [To be used if using Hold-the-Offering-Price Rule] [Alternative 1 - All Maturities Use Hold-the-Offering-Price Rule: Stifel offered the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A(the"Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.] [Alternative 2 - Select Maturities Use Hold-the- Offering-Price Rule: Stifel offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A(the"Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.] [Alternative 1 - All Maturities use Hold-the-Offering-Price Rule: As set forth in the Purchase Agreement, Stifel has agreed in writing that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the requirements for establishing issue price for the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below)has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. [Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule: As set forth in the Purchase Agreement, Stifel has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker- dealer who is a party to the third-party distribution agreement, to comply with the requirements for establishing issue price for the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] 3. Defined Terms. (a) [Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the"Hold-the-Offering-Price Maturities."] (b) [Holding Period means,with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale Date ([DATE]), or (ii) the date on which Stifel has sold at least 10% of such A-2 1102168727\2\ Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] (c) Issuer means Superstition.Vistas Community Facilities District No. 1. (d) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (e) Public means any person(including an individual, trust, estate,partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (f) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date]. (g) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate Relating to Federal Tax Matters of the Issuer dated [Closing Date] and with respect to compliance with the federal income tax rules affecting the Bonds,and by Special Counsel,in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. STIFEL,NICOLAUS & COMPANY, INCORPORATED, as underwriter By: Mark Reader By: [underwriter] Dated: [Closing Date] A-3 1102168727\2\ SCHEDULE A Actual Sales Information as of Closing Date Maturity Date Jul 1) Coupon Date Sold Par Amount Sale Price The aggregate issue price of all maturities of the Bonds is $ (the "Issue Price"). ["Reasonably Expected Sales Prices for Undersold Maturities as of Closing Date Maturity Date Jul 1 Coupon Par Amount Offering Price [*Yield calculated to July 1, 20_, the first optional redemption date.] A-4 1102168727\2\ SCHEDULE B [Actual Sales for Undersold Maturities as of the Closing Date Maturity Date (July 1) Date Sold Par Amount Sale Price **] [PRICING WIRE OR EQUIVALENT COMMUNICATION] (Attached) A-5 1102168727\2\ SCHEDULE C SUPPLEMENTAL ISSUE PRICE CERTIFICATE $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. 4 SPECIAL ASSESSMENT BONDS, SERIES 2024 The undersigned, Stifel, Nicolaus & Company, Incorporated("Stifel"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the"Bonds"). 1. Issue Price. (a) Stifel sold at least 10%of the Maturities of the Bonds to the Public at the price or prices shown on the Issue Price Certificate dated as of the Closing Date (the "10% Test"). With respect to each of the Maturities of the Bonds, Stifel had not satisfied the 10% Test as of the Closing Date (the "Undersold Maturities"). (b) As of the date of this Supplemental Certificate, Stifel has satisfied the 10% Test with respect to the Undersold Maturities. The first price or prices at which at least 10% of each such Undersold Maturity was sold to the Public are the respective prices listed on Exhibit A attached hereto. 2. Defined Terms. (a) Issuer means Superstition Vistas Community Facilities District No. 1. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person(including an individual,trust, estate,partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term"related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public). A-6 1102168727\2\ The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate Relating to Federal Tax Matters of the Issuer dated [Closing Date] and with respect to compliance with the federal income tax rules affecting the Bonds,and by Special Counsel,in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes,the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. STIFEL,NICOLAUS & COMPANY, INCORPORATED, as underwriter By: [banker] By: [underwriter] Dated: [Closing Date] A-7 1102168727\2\ EXHIBIT A TO SUPPLEMENTAL ISSUE PRICE CERTIFICATE" A-8 1102168727\2\ EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL [Closing Date] Stifel,Nicolaus & Company, Incorporated Suite 300 2801 East Camelback Road Phoenix, Arizona 85016 Re: Superstition Vistas Community Facilities District No. I (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bonds, Series 2024 WE HAVE ACTED as Bond Counsel to Superstition Vistas Community Facilities District No. I (the "Issuer") in connection with the issuance this date by the Issuer of bonds designated its Superstition Vistas Community Facilities District No. I (Apache Junction,Arizona) Assessment Area No. 4 Special Assessment Bonds,Series 2024,in the principal amount of$[PAR] (the "Bonds") and otherwise as special counsel to the Issuer including for purposes relating to execution and delivery of the "Waiver Agreement" and the "CFD Development Agreement" as such terms are defined in the hereinafter described Purchase Agreement. The Bonds are issued pursuant to the resolution adopted by the Board of Directors of the Issuer on September 17, 2024 (the "Resolution"), are the subject of an Official Statement, dated [Pricing Date] (the "Official Statement"), and are the subject of a Bond Purchase Agreement, dated [Pricing Date] (the "Purchase Agreement"),by and between the Issuer and Stifel,Nicolaus& Company,Incorporated (the "Underwriter"), a Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of 1,2024(the"Bond Registrar Contract"),by and between the Issuer and [U.S. Bank Trust Company, National Association], as Paying Agent/Registrar, the Blanket Issuer Letter of Representations, by and between the Issuer and The Depository Trust Company (the "DTC Letter"), and a Continuing Disclosure Undertaking, dated the date hereof(the"Undertaking" and, collectively with the Bond Registrar Contract, the Waiver Agreement, the CFD Development Agreement, the DTC Letter and the Purchase Agreement, the "District Documents"), from the Issuer. You may rely on our opinion as Bond Counsel, dated of even date herewith, with regard to the Bonds as if addressed to you. IN OUR CAPACITY as Bond Counsel, and as special counsel as described hereinabove to the Issuer, we have examined and relied upon: (i) A certified copy of the Resolution (which authorized, among other matters, execution and delivery of the Purchase Agreement); (ii) An executed copy of the Bond Registrar Contract; (iii) An executed copy of the Official Statement; B-1 1102168727\2\ (iv) An executed copy of the Purchase Agreement; (i) An executed copy of the Waiver Agreement; (ii) An executed copy of the CFD Development Agreement; (iii) An executed copy of the Undertaking; (viii) An executed copy of the DTC Letter; (ix) Such other agreements, certificates (including particularly, but not by way of limitation, representations of D.R. Horton, Inc. ("D.R. Horton"), provided in the Waiver Agreement and the CFD Development Agreement), opinions (including particularly, but not by way of limitation, an opinion of Fennemore Craig, P.C., counsel to D.R. Horton), letters and other documents, including all documents delivered or distributed at the closing of the sale of the Bonds, as we have deemed necessary or appropriate in rendering the opinions set forth herein; and (x) Such provisions of the Constitution and laws of the State of Arizona and the United States of America as we believe necessary to enable us to render the opinions set forth herein. IN OUR EXAMINATION, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original copies of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents and the accuracy of the statements contained in such certificates. In connection with our representation of the Issuer in the capacities described above, we have also participated in conferences from time to time with representatives of the Issuer,the Underwriter,the City of Apache Junction,Arizona, the Paying Agent/Registrar and D.R. Horton relating to the Official Statement and the District Documents. We are of the opinion, based upon the foregoing and subject to the reliance hereinabove indicated and the qualifications hereinafter set forth, that under applicable law of the State of Arizona and federal law of the United States of America in force and effect on the date hereof: l. The Issuer is duly organized and validly existing as a community facilities district for purposes set forth in Section 48-708(B), Arizona Revised Statutes, as amended, pursuant to the Constitution and laws of the State of Arizona and has all requisite power and authority thereunder (a) to adopt the Resolution, (b) to authorize, execute, deliver and issue, as applicable, the District Documents and the Bonds, (c) to approve, execute and authorize the use and distribution of the Official Statement (including, as applicable, the Preliminary Official Statement, dated [ , 2024] (the "Preliminary Official Statement"), with respect to the Bonds) and (d) to carry out and consummate the transactions contemplated by the Official Statement, the Resolution, the District Documents and the Bonds (including performing the applicable obligations thereunder). B-2 1102168727\2\ 2. Adoption of the Resolution;authorization,execution,delivery and issuance, as applicable, of, and the due performance of the obligations of the Issuer under, the District Documents and the Bonds and the approval,execution and authorization of the use and distribution of the Official Statement (including, as applicable, the Preliminary Official Statement) by the Issuer under the circumstances contemplated thereby do not and will not in any material respect conflict with or constitute on the part of the Issuer a breach of or default under any agreement or other instrument to which the Issuer is a parry or of any existing law, ordinance, administrative regulation, court order or consent decree to which the Issuer is subject. 3. No consent of any other party, and no consent, license, approval or authorization of, exemption by or registration with any governmental body, authority, bureau or agency (other than those that have been obtained or will be obtained prior to the delivery of the Bonds), is required in connection with the adoption by the Issuer of the Resolution or the authorization, execution, delivery, issuance and performance, as applicable, by the Issuer of the District Documents and the Bonds and the consummation of the transactions contemplated by the Official Statement. 4. The Issuer has duly (a) adopted the Resolution, (b) authorized (i) the authorization, execution, delivery and issuance, as applicable of, and the performance of its obligations under,the District Documents and the Bonds and(ii) the taking of the actions required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by the Official Statement,the Resolution,the District Documents and the Bonds and(c)levied the special assessments from which the Bonds are payable. The liens with respect to such special assessments have been perfected pursuant to applicable law and as described in the Official Statement. The Issuer has complied with all applicable provisions of law and has taken all actions required to be taken by it to the date hereof in connection with the transactions contemplated by the aforesaid documents. S. The District Documents and the Resolution have been duly authorized, adopted, executed and delivered, as applicable, by the Issuer and, assuming due and valid authorization, execution and delivery by the other parry or parties thereto, the District Documents constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms. 6. Based solely upon a search of the available records of the Superior Court in and for the State of Arizona, County of Pinal and United States District Court for the District of Arizona for the five-year period ending , 2024, and upon inquiry of Issuer officials, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or overtly threatened against or affecting the Issuer, and there is no basis therefor, (a)which in any way questions the powers of the Issuer referred to hereinabove or the validity of the proceedings taken by the Issuer in connection with the sale and issuance of the Bonds, (b) wherein an unfavorable decision,ruling or finding would adversely affect the transactions contemplated by the Official Statement, the Resolution, the District Documents or the Bonds or would in any way adversely affect the validity or enforceability of the Resolution,the District Documents or the Bonds(or of any other instrument required or contemplated for use in consummating the transactions contemplated thereby or by the Purchase Agreement or by the Official Statement) or (c) contesting in any way the completeness B-3 1102168727\2\ or accuracy of the Preliminary Official. Statement or the Official Statement. Further, there are no lawsuits pending or overtly threatened against the Issuer which question the right of the Issuer to levy, receive and pledge special assessments or taxes, nor lawsuits pending or overtly threatened against the Issuer which, if decided adversely to the Issuer,would, individually or in the aggregate, have a material adverse effect on the financial condition of the Issuer or impair the ability of the Issuer to materially comply with all the requirements set forth in the Official Statement, the Resolution, the District Documents or the Bonds. 7. The information contained in the Preliminary Official Statement and the Official.Statement in the tax caption on the cover thereof,under the headings"INTRODUCTION," "THE BONDS," "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS," "LITIGATION," "QUALIFIED TAX-EXEMPT OBLIGATIONS," "TAX EXEMPTION," "CONTINUING DISCLOSURE" (except as it relates to compliance with prior continuing disclosure obligations of the Issuer) and "RELATIONSHIPS AMONG PARTIES" (solely as it relates to Bond Counsel) therein and in APPENDIX B - "FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL,"APPENDIX D - "FORM OF CONTINUING DISCLOSURE UNDERTAKING," and APPENDIX F - "CERTAIN STATUTORY PROVISIONS APPLICABLE TO THE FORECLOSURE PROCESS" insofar as such information purports to summarize certain provisions of federal or state law or of the Bonds, fairly summarizes the information which it purports to summarize. Furthermore,based solely on our participation in the transaction as Bond Counsel, nothing has come to our attention that would lead us to believe that the information and statements in the Preliminary Official Statement, as of its date and as of the date of sale of the Bonds, and the Official Statement, as of its date and as of the date hereof, contained or contain any untrue statement of a material fact or omitted or omit, respectively, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, no view is expressed as to the financial statements of the Issuer, any other financial, forecast, technical or statistical data, and any information in the Preliminary Official Statement or the Official Statement respecting The Depository Trust Company. 8. It is not necessary in connection with the sale and issuance of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Resolution under the Trust Indenture Act of 1939, as amended. Our opinions expressed in paragraph 5 hereof are qualified to the extent that the enforceability of the District Documents are dependent upon the due authorization, execution and delivery of(and authority to perform lawfully) the District Documents by the other parties thereto and to the extent that the enforceability of the District Documents may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights and the exercise of judicial discretion in accordance with general principles of equity, including possible refusal by a particular court to grant certain equitable remedies such as specific performance with respect to the enforcement of any provision of such documents. We express no opinion as to the enforceability of any provisions of the District Documents (i) restricting access to legal or equitable remedies, (ii)purporting to establish evidentiary standards or waiving or otherwise affecting any rights to notice, demand or exhaustion of collateral, (iii) relating to self-help, subrogation, indemnification, delay or omission to enforce rights or remedies, severability or B-4 1102168727\2\ marshalling of assets or (iv) purporting to grant to the owners of the Bonds or to any parry to the District Documents (other than the Issuer)any rights or remedies not specifically set forth therein. This opinion is furnished by us as Bond Counsel. No attorney-client relationship has existed or exists between our firm and the addressee in connection with the Bonds or by virtue of this opinion. This opinion is solely for the addressee's benefit and, except as specifically stated herein, is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This opinion speaks only as of its date, and no republication is intended upon the sale, assignment, conveyance or transfer of the Bonds by the Underwriter. Respectfully submitted, B-5 1102168727\2\ EXHIBIT C FORM OF OPINION OF COUNSEL TO D.R. HORTON [LETTERHEAD OF FENNEMORE CRAIG, P.C.] [Closing Date] Stifel,Nicolaus & Company, Incorporated as Underwriter Suite 300 2801 East Camelback Road Phoenix, Arizona 85016 Board of Directors Superstition Vistas Community Facilities District No. 1 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Re: Superstition Vistas Community Facilities District No. 1 (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bonds, Series 2024 (the "Bonds") Ladies and Gentlemen: We have acted as counsel to D.R. Horton, Inc., a Delaware corporation (the "Owner"),particularly in connection with the transactions provided for by the documents referred to herein (collectively, the "Transaction"), in connection with the establishment of Assessment Area No.4("SAD 4")and the levy of assessments (the"Assessment")against the assessed parcels in SAD 4 and the sale and issuance of the Bonds sold pursuant to a Bond Purchase Agreement, dated [Pricing Date] (the "Bond Purchase Agreement"), by and between Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), and Superstition Vistas Community Facilities District No. 1 (the "District"). Any capitalized term used herein and not defined shall have the meaning assigned to it in the Bond Purchase Agreement. As such counsel,we have reviewed the following documents, each of which is dated as of the date hereof unless otherwise indicated(collectively, the "Documents"): 1. Superstition Vistas Community Facilities District No. 1 Waiver and Development Agreement Pertaining to the To Be Formed Assessment Area No. 4, recorded on , 2024, as Pinal County Recorder Document Fee No. , in the Official Records of the Pinal County Recorder, by and between the District and the Owner (the "Waiver and Development Agreement"). C-1 11021 68727\2\ 2. District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of February 22, 2022, by and among the City of Apache Junction, Arizona, the District and the Owner(the "CFD Development Agreement"). 3. Preliminary Official Statement, dated -, 2024 (the "Preliminary Official Statement") and the Official Statement, dated [Pricing Date] (the "Official Statement"), executed by the District. 4. Indemnity Letter,dated [Pricing Date] by the Owner to the Underwriter and the District (the "Indemnity Letter" and, together with the Waiver and Development Agreement and the CFD Development Agreement, the "Owner Bond Documents"). 5. Amended and Restated Certificate of Incorporation of D.R. Horton, Inc., filed with the Delaware Secretary of State, Division of Corporations, on March 18, 1992, as amended by Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended, filed with the Delaware Secretary of State, Division of Corporations, on January 31, 2006 (collectively, the "Owner Certificate of Formation"). 6. D. R.Horton, Inc.Amended and Restated Bylaws dated November 2,2017. 7. Certificate of Good Standing of Owner, dated 2024, issued by the Delaware Secretary of State. 8. Certificate of Good Standing of Owner, dated , 2024, issued by the Arizona Corporation Commission. 9. Certificate of Secretary of Owner, dated , 2024. 10. Closing Certificate of Owner, dated_, 2024 (the"Owner Closing Certificate"). 11. Consent of the Executive Committee of the Board of Directors of Owner, dated 2024, a copy of which is enclosed herewith. The documents listed in items 5 through 11 are sometimes hereinafter referred to collectively as the "Owner Organizational Documents". We have relied upon the above- referenced certificates of public officials and of the Owner with respect to the accuracy of material or factual matters contained in such certificates, which were not independently established. In rendering this opinion, we have assumed that: (a) (i) Each of the other parties to the Owner Bond Documents (the"Other Parties") is duly formed and validly existing under the laws of its state of organization; (ii) the execution, delivery and performance of the Owner Bond Documents by each of the applicable Other Parties has been duly authorized by all corporate, limited liability company, or partnership action required of such Other Party, and the Owner Bond Documents have been duly executed and delivered by each of the applicable Other Parties; (iii) each of the Other Parties has obtained all necessary governmental consents, authorizations, approvals, permits or certificates that are C-2 1102168727\2\ required as a condition to the execution and delivery of the Owner Bond Documents by such Other Party and to the consummation of the Transaction; (iv) the Owner Bond Documents constitute legal,valid,binding and enforceable obligations of each of the Other Parties under federal law,the laws of the State of Arizona, and the laws of any other applicable jurisdiction; (v) except for the Owner Bond Documents, there are no other documents or agreements between any of the Other Parties and others that would expand or otherwise modify the obligations of the parties under the Owner Bond Documents; (vi) each of the Other Parties has the power and authority under applicable laws and regulations to enter into and perform the Transaction and has complied in all material respects with all applicable laws and regulations with respect thereto; and (vii) each of the Other Parties will at all times during the term of the Owner Bond Documents act in good faith and only in a manner that under the circumstances is commercially reasonable. (b) The Owner Bond Documents accurately and completely describe and contain the parties' mutual intent, understanding and business purposes, and there are no oral or written statements, agreements, understandings or negotiations, nor any usage of trade or counsel of prior dealing among the Other Parties that directly or indirectly modify, define, amend, supplement, or vary or purport to modify, define, amend, supplement or vary any of the terms of the Owner Bond Documents or any of the parties' rights or obligations thereunder by waiver or otherwise, and there are no facts or events (such as fraud or duress) that have occurred in connection with the execution, acknowledgment and delivery of the Owner Bond Documents that would impair their enforceability. (c) No fraud, misrepresentation, unilateral mistake or concealment has occurred in connection with the Owner Bond Documents, the Owner Closing Certificate, or any aspect of the Transaction. (d) The opinion recipients have complied with any requirement of good faith,fair dealing, and conscionability and have acted in good faith and without notice of any defense against enforcement of any rights created by, or any adverse claim to any property transferred as a part of or contemplated by,the Owner Bond Documents or any aspect of the Transaction. (e) The parties' representations and warranties contained in the Owner Bond Documents are truthful and accurate. (f) The Owner Bond Documents to the extent required to be executed, ratified, notarized, filed, recorded or indexed to be effective (and any UCC-1 or other financing statements required to perfect same)have been or will be timely and properly executed,ratified,notarized,filed, recorded or indexed in the appropriate governmental offices and the filing party will timely file any and all necessary continuation statements, and that all fees, charges, and taxes due and owing as of this date have been paid. (g) No interest, fees, charges or other benefits or compensation in the nature of interest will be collected with respect to the Transaction that are not clearly specified in the Owner Bond Documents and that are not permitted by applicable law. C-3 11021 68727\2\ (h) At the time any of the Other Parties seeks to enforce its rights under the Owner Bond Documents, such Other Party will not be in breach thereof,the document will still be in force, and no applicable statute of limitations will have expired. (i) Each of the Other Parties will diligently and timely pursue its rights and remedies under the Owner Bond Documents in a commercially reasonable manner and in accordance with the law, and the required standards of good faith and fair dealing. 0) All consents, approvals, licenses or authorizations by, and all notifications of and filings with, any court, governmental body or other person required to be obtained or made in connection with the Owner Bond Documents and the Transaction have been so obtained or made; provided, however, that the foregoing does not limit the opinions expressed herein as they relate to the Owner. (k) Without investigation the completeness, genuineness and authenticity of any document submitted to us as an original,the conformity to the original of any document submitted to us as a copy,the authenticity of the original of such latter documents,the conformity to the executed document of any document submitted to us as the form to be executed, the genuineness of all signatures, and the legal competency and capacity of natural persons. We have assumed without investigation that any certificate, representation (oral or otherwise), telegram, telex, telecopy, email or other document on which we have relied,whether or not given or dated earlier than the date hereof, is authentic and remains accurate insofar as relevant to this opinion from such earlier date through and including the date hereof, and we are not aware of any facts inconsistent with this assumption. (1) The Owner holds the requisite title and rights to any real or personal property involved in the Transactions or otherwise purported to be owned by it. (m) The Owner has paid all income taxes, fines,jeopardy or fraud assessments, and interest due from each of them, respectively,payable to the State of Arizona. (n) All reports and other documents prepared by third party consultants relating to the Transaction or any of the property within the District are true and accurate. (o) The result of the application of Arizona law as specified in the Owner Bond Documents will not be contrary to a fundamental policy of the law of any other state with which the parties may have material or relevant contact in connection with the Transaction and as to which there is a materially greater interest in determining an issue of choice of law. Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, it is our opinion that: 1. The Owner is a corporation duly incorporated and validly existing under the laws of the State of Delaware and qualified to do business in the State of Arizona. 2. The Owner has the requisite corporate power and corporate authority under the laws of the State of Delaware: (i)to carry out the terms and conditions applicable to it under the Owner Bond Documents; (ii) to own and operate its properties and assets as described in the Preliminary Official Statement and the Official Statement,and(iii)to carry C-4 11021 68727\2\ out its business as such business is currently being conducted as described in the Preliminary Official Statement and the Official Statement. 3. The execution, delivery and performance of the Owner Bond Documents by the Owner and the carrying out, giving effect to and consummation of the Transaction contemplated thereby have been duly authorized by all necessary corporate action on the part of the Owner, and the Owner Bond Documents have been duly executed and delivered by or on behalf of the Owner. 4. The Owner Bond Documents constitute valid and binding obligations of the Owner. 5. The execution and delivery of the Owner Bond Documents by Owner, and the consummation of the Transaction by Owner thereunder, do not and will not violate the Owner Organizational Documents. 6. To our actual knowledge, the execution and delivery of the Owner Bond Documents by the Owner will not cause a breach or default of(i) any material contract, indenture, instrument or other agreement to which the Owner is a party or by which it or its properties are bound, or(ii)the laws of the State of Arizona or any court order by which the Owner or its properties are bound. 7. To our actual knowledge, no consent, approval, authorization, or other action by, or filing with, any federal, State, or local governmental authority is required in connection with the execution and delivery by the Owner of the Owner Bond Documents, or the consummation of the Transaction contemplated thereby by Owner,and,to our actual knowledge, the Owner has obtained all consents, approvals and authorizations, and has made all filings,required by applicable federal, State and/or local governmental authorities as of the date hereof in order to own and operate its properties and assets as described in the Official Statement and to carry out its business as such business is currently being conducted as described in the Official Statement. 8. We have no actual knowledge that the Owner is in violation of any provision of, or in default under, the Owner Organizational Documents or any other agreement or instrument, the violation of which or default under which would materially and adversely affect the execution, delivery and/or performance of the agreements and obligations of the Owner under the Owner Bond Documents. 9. We have no actual knowledge of any federal, State, or local legal or governmental actions, proceedings, inquiries or investigations pending or overtly threatened by any governmental authority against Owner or to which the Owner is a party or of which any property of the Owner is subject, which would materially and adversely affect (i) the execution, delivery and/or performance of the agreements and obligations of the Owner under the Owner Bond Documents, or (ii) the financial condition or operations of the Owner as described in the Official Statement. 10. To our actual knowledge, the information contained in the Preliminary Official. Statement and the Official Statement under the headings "INTRODUCTION" (as C-5 1102168727\2\ to the Owner and Project), "THE PUBLIC INFRASTRUCTURE", "THE OTHER INFRASTRUCTURE", "LAND DEVELOPMENT" (except the information under the subheading "The District", as to which no opinion is expressed) and "RISK FACTORS", and in Appendix C — "EXECUTIVE SUMMARY OF APPRAISAL" (but not to the opinions of value contained therein) and Appendix G — "SUMMARY OF ASLD DOCUMENTS", taken as a whole and to the extent applicable to Owner, does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements were made, not misleading. In connection with our review of the Preliminary Official Statement and the Official Statement, we have not undertaken to independently determine the accuracy, completeness or fairness of the statements contained therein, except as and to the extent provided in this paragraph, and the knowledge available to us is such that we are unable to assume, and do not assume, any responsibility for the accuracy, completeness or fairness of such information. However, on the basis of such review, we have acquired no actual knowledge that the information contained in the Preliminary Official Statement and the Official Statement (except for the financial information and notes thereto and the schedules and other financial or statistical data and opinions of value included therein or in any appendix thereto, as to which we express no opinion)contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The opinions expressed in this letter are subject to the following qualifications, limitations and exceptions: (i) Our opinions are limited by the internal laws of the State of Arizona (notwithstanding Arizona choice-of-law rules), the corporate laws of the State of Delaware, and applicable federal law. Accordingly, we express no opinion as to the possible impact upon the matters of the laws, orders or judgments of any jurisdiction other than the local laws of the State of Arizona (notwithstanding Arizona choice-of-law rules), the corporate laws of the State of Delaware, and applicable federal law. (ii) We express no opinion concerning the legal validity and sufficiency of the acts of any of the Other Parties. (iii) The opinions herein are based upon and limited to the laws and facts now in effect, and we assume no obligation to update, revise or supplement the opinion. (iv) Our opinion is limited to the matters set forth herein and to the date hereof. No opinion may be inferred or implied beyond the matters expressly stated herein. Our opinion is applicable only to the addressees of this opinion and will not be applicable to any other person. Further,nothing in this letter is intended to and shall not be deemed to undertake or assume any responsibility or obligation to file or record any documents, file any continuation statements, prepare or file any amendments or modifications, or take any other steps or actions whatsoever after the date of this letter. (v) The enforceability of the Owner Bond Documents is subject to: C-6 1 102168727\2\ (1) Bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, arrangement, receivership, conservatorship, moratorium and other similar laws now or hereafter enacted affecting the enforcement of creditors' and property rights generally. (2) The doctrines of waiver, estoppel, election of remedies or commercial reasonableness, the implied covenant of good faith and fair dealing, or by the application of other equitable principles, whether remedies are sought in equity or at law. (3) The qualification that certain waivers,procedures,remedies, indemnities, consents to jurisdiction and other provisions of the Owner Bond Documents may be unenforceable under or limited by the law of the State of Arizona; provided, however, such possible unenforceability or limitations will not render the Owner Bond Documents invalid as a whole or substantially prevent the practical realization of the principal benefits intended by the Owner Bond Documents, except for the economic consequences of any procedural delay, and except that the application of the principles of guaranty and suretyship to the Owner Bond Documents may, under certain circumstances, prevent the practical realization of the benefits intended by the Owner Bond Documents against the Owner through a release or discharge of Owner. (vi) We express no opinion as to the enforceability of any indemnity provision with respect to any claims or other matters that result from the negligence or misconduct of any indemnitee or the failure of any indemnitee to act in a commercially reasonable manner. (vii) We express no opinion as to the enforceability of any indemnity or contribution provision with respect to any claims or other matters relating to or arising under federal or state securities laws, as they may be held to violate public policy. (viii) We express no opinion as to the compliance of the Owner Bond Documents or the offer and sale of the Bonds with any securities law or regulation. (ix) Any opinion as to the enforceability of the Owner Bond Documents is limited to enforceability as between the original parties thereto. (x) We express no opinion as to the effect on enforceability of the Owner Bond Documents of any covenants that might be implied under the doctrine of good faith and fair dealing. The phrase "to our actual knowledge", or words of similar import, means the actual knowledge of the Fennemore Craig attorneys that have provided substantive attention to the matters related to the Transaction and the Documents on behalf of the Owner, without consulting any federal, state or local government, commission, bureau, agency, court or licensing authority, except as listed above. The phrase "consummation of the Transaction" means the closing of the Transaction and the performance of obligations to be performed prior to the closing of the Transaction, but does not include performance of obligations or compliance with terms and conditions of the Owner Bond Documents after the closing of the Transaction. We are furnishing this letter of opinion to you solely for your benefit and may be relied on by you only for the purpose contemplated in the Transaction. Our opinion is not to be reproduced C-7 1102168727\2\ or filed publicly, or used or relied on by, or quoted or delivered to any other person or entity, or used or relied upon for any purpose other than the purpose contemplated in the Transaction without, in each instance, our prior written consent. Very truly yours, FENNEMORE CRAfG P.C. C-8 1 102168727\2\ ATTACHMENT INDEMNITY LETTER FOR NOT TO EXCEED $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. I (APACHE JUNCTION, ARIZONA) ASSESSMENT AREA NO. 4 SPECIAL ASSESSMENT BONDS, SERIES 2024 [Pricing Date] Stifel,Nicolaus & Company, Incorporated Suite 300 2801 East Camelback Road Phoenix, Arizona 85016 Board of Directors Superstition Vistas Community Facilities District No. I c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Attention: District Treasurer Re: Superstition Vistas Community Facilities District No. I (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bonds, Series 2024 Ladies and Gentlemen: This Indemnity Letter is delivered by D.R. Horton, Inc., a corporation organized and existing pursuant to the laws of the State of Delaware (the "Developer"), in order to induce Stifel, Nicolaus & Company, Incorporated (the "Underwriter") and Superstition Vistas Community Facilities District No. I (the "District"), to enter into the Bond Purchase Agreement, dated even date herewith (the "Bond Purchase Agreement"), related to the sale by the District and purchase by the Underwriter of the captioned Bonds (the "Bonds"). Capitalized terms used but not defined herein have the meanings assigned to them in the Bond Purchase Agreement. 1. In consideration of the execution and delivery of the Bond Purchase Agreement, the Developer represents and warrants to the Underwriter and the District that: (a) The Developer is corporation organized and existing under the laws of the State of Delaware and qualified to do business in the State of Arizona. Attachment-1 1102168727\2\ Stifel,Nicolaus & Company, Incorporated Superstition Vistas Community Facilities District No. 1 Page 2 (b) As of the date of the Preliminary Official Statement,the information in the Preliminary Official Statement under the headings "INTRODUCTION" (but only as to those portions that discuss the Developer or"Horton", Radiance, the Project, the Public Infrastructure, and the Assessed Lots, each as defined therein, and as to those portions cross-referenced to "LAND DEVELOPMENT" and "THE PUBLIC INFRASTRUCTURE"), "THE PUBLIC INFRASTRUCTURE", "THE OTHER INFRASTRUCTURE", "LAND DEVELOPMENT" (except the information under the sub-heading "The District", as to which no view is expressed) and "RISK FACTORS", and in Appendix C — `EXECUTIVE SUMMARY OF APPRAISAL" (but not to the opinions of value contained therein) and Appendix G— "SUMMARY OF ASLD DOCUMENTS,"taken as a whole, is true and correct in all material respects for the purposes for which its use is or was authorized, and such information does not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein in light of the circumstances under which they are or were made, not misleading. (c) Neither the execution or delivery of this Indemnity Letter, the Waiver Agreement or the CFD Development Agreement(collectively, the "Developer Documents") nor the consummation of any of the transactions therein contemplated, nor the fulfillment of, or compliance with, the terms thereof, contravenes the organizational documents of the Developer or conflicts with or results in a breach by the Developer of any of the terms, conditions or provisions of,or constitute a default by the Developer under,any bond,debenture,note,mortgage, indenture,agreement or other instrument to which the Developer is a party or by which it is bound or to which any of the property or assets of the Developer is subject, or any law or any order,rule or regulation applicable to the Developer of any court, federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Developer or any of its properties or operations, or (except as contemplated by the Developer Documents) will result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Developer under the terms of any such restriction, bond, debenture, note, mortgage, indenture, agreement, instrument, law, order, rule or regulation, in each case which would materially affect the business, properties, assets, liabilities or conditions (financial or otherwise) of the Developer taken as a whole. (d) There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending and served or, to the best knowledge of the Developer, threatened against the Developer wherein an adverse decision, ruling or finding would (i)result in any material adverse change in the condition (financial or otherwise),results of operations,business or prospects of the Developer, or that would materially and adversely affect the properties of the Developer, taken as a whole, and that has not been disclosed in the Preliminary Official Statement as of its date, (ii) materially adversely affect the transactions contemplated by the Bond Purchase Agreement or the Developer Documents or (iii) adversely affect the validity or enforceability of the Developer Documents against the Developer. (e) The Developer has the full power and authority to execute and deliver the Developer Documents and perform its obligations thereunder and engage in the transactions contemplated by the Bond Purchase Agreement and the Developer Documents,and the Developer Attachment-2 1102168727\2\ Stifel,Nicolaus & Company, Incorporated Superstition Vistas Community Facilities District No. 1 Page 3 Documents have been duly authorized by the Developer and when executed by all the applicable parties thereto will constitute valid, binding and enforceable obligations of the Developer except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and general principles of equity and except as the indemnification provisions hereof may be limited by applicable securities laws or public policy. (f) No consent, approval, authorization or other action by any governmental or regulatory authority that has not been obtained is or will be required for the consummation by the Developer of the transactions contemplated by the Bond Purchase Agreement and the Developer Documents; provided that no representation is made as to the compliance of the offer and sale of the Bonds with any federal, extraterritorial, or state securities law or regulation or any consents, approvals, authorizations or other action required by the City of Apache Junction, the State of Arizona, or the District. 2. To the extent permitted by law, the Developer shall indemnify and hold harmless the Underwriter and each director,trustee,partner,member, officer, or employee thereof and each person, if any, who controls the Underwriter within the meaning of the Securities Act of 1933, as amended (the Underwriter and any such person being herein called an "Underwriter Indemnified Party") and the District and each director, officer, official or employee thereof and each person, if any, who controls the District within the meaning of the Securities Act of 1933, as amended(the District and any such person being herein called a"District Indemnified Party" and, together with each Underwriter Indemnified Party, the "Indemnified Parties"), for, from and against any and all losses, claims, damages or liabilities (i) to which any such Indemnified Party may become subject, under any statute or regulation at law or in equity or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact set forth in the information identified in Section 1(b)above in the Official Statement or any amendment or supplement thereto, taken as a whole, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such section(s) or that is necessary to make the statements made therein,in light of the circumstances in which they were made,not misleading in any material respect, except such indemnification shall not extend to any other statements in the Official Statement and (ii) to the extent of the aggregate amount paid in any settlement of any litigation commenced or threatened to the extent arising from a claim based upon any such untrue statement or alleged untrue statement or omission or alleged omission if such settlement is effected with the written consent of the Developer(which consent shall not be unreasonably withheld). An Indemnified Party shall, promptly after the receipt of notice of a written threat of the commencement of any action against such Indemnified Party in respect of which indemnification may be sought against the Developer, notify the Developer in writing of the commencement thereof and provide a copy of the written threat received by such Indemnified Party. Failure of the Indemnified Parry to give such notice will reduce the liability of the Developer by the amount of damages attributable to the failure of the Indemnified Party to give such notice to the Developer,but the omission to notify the Developer of any such action shall not relieve the Developer from any liability that it may have to such Indemnified Party otherwise than under this Section. In case any such action shall be brought against an Indemnified Party and such Attachment-3 1102168727\2\ Stifel,Nicolaus & Company, Incorporated Superstition Vistas Community Facilities District No. 1 Page 4 Indemnified Party shall notify the Developer of the commencement thereof, the Developer may, or if so requested by such Indemnified Party shall, participate therein or defend the Indemnified Party therein, with counsel reasonably satisfactory to such Indemnified Party and the Developer (it being understood that, except as hereinafter provided, the Developer shall not be liable for the expenses of more than one counsel representing the Indemnified Parties in such action), and after notice from the Developer to such Indemnified Party of an election so to assume the defense thereof, the Developer will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that unless and until the Developer assumes the defense of any such action at the request of such Indemnified Party, the Developer shall have the right to participate at its own expense in the defense of any such action. If the Developer shall not have employed counsel to defend any such action within a reasonable period of time after receipt of written notice of such action or if an Indemnified Party shall have reasonably concluded(and shall have notified the Developer) that there may be defenses available to it and/or other Indemnified Parties that are different from or additional to those available to the Developer(in which case the Developer shall not have the right to direct the defense of such action on behalf of such Indemnified Party, which right may be exercised by an Indemnified Party) or to other Indemnified Parties, the reasonable legal and other necessary expenses, including the expense of separate counsel, incurred by such Indemnified Party shall be borne by the Developer. 3. All of the representations, warranties, and agreements of the Developer contained in the Developer Documents shall remain operative and in full force and effect, regardless of(i) any investigation made by or on behalf of the Underwriter, any controlling person referred to in Section 2 hereof or the Developer or(ii) delivery of and payment for the Bonds. 4. This Indemnity Letter is solely for the benefit of the Underwriter and the District and their successors or assigns, and, to the extent provided in Section 2 hereof, each Indemnified Party, and no other person shall acquire or have any right under or by virtue hereof. The terms "successors" and "assigns" as used in this Indemnity Letter shall not include any purchaser, as such purchaser, from the Underwriter of the Bonds. 5. This Indemnity Letter shall be governed by the laws of the State of Arizona. 6. The Developer hereby consents to the references made to the Developer in the Official Statement. 7. The electronic signature of this Indemnity Letter shall be as valid as an original signature and shall be effective to bind this Indemnity Letter. For purposes hereof: (i) electronic signature" means a manually signed original signature or a replicated signature furnished by signature procurement software (i.e., "DocuSign") that is then transmitted by electronic means; and(ii) "transmitted by electronic means"means sent in the form of a facsimile or sent via the internet as a portable document format ("pdt') or other replicating image attached to an electronic mail or internet message. [Signature Page for Indemnity Letter Follows] Attachment-4 1102168727\2\ Stifel,Nicolaus & Company, Incorporated Superstition Vistas Community Facilities District No. 1 Page 1 Respectfully submitted, D.R. HORTON, INC., a Delaware corporation By: Name: Title: By: Name: Title: [Signature page for Indemnity Letter] 1102168727\2\ Stifel,Nicolaus & Company, Incorporated Superstition Vistas Community Facilities District No. 1 Page 1 EXHIBIT D FORM OF CONSENT OF SCHNEPF ELLSWORTH APPRAISAL GROUP,LLC Schnepf Ellsworth Appraisal Group LLC hereby consents to the inclusion in the Preliminary Official Statement and the Official Statement related to the sale of Superstition Vistas Community Facilities District No. 1 (Apache Junction, Arizona) Assessment Area No. 4 Special Assessment Bonds, Series 2024 of the executive summary relating to the Appraisal prepared by Schnepf Ellsworth Appraisal Group LLC and addressed to City of Apache Junction, Arizona/Superstition Vistas Community Facilities District No. 1, dated , 2024 (the "Appraisal"), and further represents and warrants that, as of the date of the Preliminary Official Statement and as of[Pricing Date], and, as of the date of the Official Statement and as of the date hereof, the executive summary of the Appraisal is true and correct in all respects and does not include any untrue statement of a material fact or omit to state any material fact necessary to make such statements, in light of the circumstances under which such statements were made, not misleading, and, to the best of our knowledge, as of the date of the Preliminary Official Statement and as of[Pricing Date], and as of the date of the Official Statement and as of the date hereof, no event affecting the Appraisal has occurred which it is necessary to disclose therein in order to make the statements and information therein not misleading. SCHNEPF ELLSWORTH APPRAISAL GROUP LLC By........................................................................... Dated: [Closing Date] D-I 1102168727\2\ RESOLUTION NO. 202 10 SVCED 00. A RESOLUTION OF THE BOARD OF DIRECTORS OF' THE SVPERSTITION VISTASCOMMUNITY FACILITIES IC NO 1, AUTHORIZING THE ISSUANCE OF ITS ASSESSMENT AREA Ot 4 SPECIAL ASSESSMENT BONDS, SERIES 2024, IN THE: AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF NOT TO EXCEED I , 660, 000 APPROVING THE FORM AND AUTHORIZING HE EXECUTION UTIO AND DELIVERY ERY OF A BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT, A PURCHASE E CONTRACT RELATING TO THE BONDS, A CONTINUING DISCLOSURE UNDERTAKING, AND CERTAIN o,r ER DOCUMENTS SECURING THE PAYMENT OF OR RELATING TO THE BONDS; RATIFYING AND APPROVING A PRELIMINARY OFFICIAL STATEMENT RELATING TO T14E BONDS; APPROVING A FINAL OFFICIAL STATEMENT RELATING TO THE BONDS; AWARDING THE BONDS NDS TO THE PURCHASER THEREOF APPOINTING A REGISTRAR, TRANSFER AGENT AND PAYING AGENT FOR THE BONDS;E; AND AUTHORIZING ING THE TAKING OF OTHER ACTIONS SECURING THE PAYMENT OF AND RELATING TO THE BONDS. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT TRICT NO. I A FOLLOWS : SECTION I FINDINGS A. Pursuant to Title 48, Chapter 4 , Article I the Arizona Revised Statutes, as amended (the "Enabling Act") , the Waiver Agreement (as defined herein) and Resolution No. 2024-007 SVC FD No. I adopted on August 20, 212 (the "'Resolution of Intention"') , t „,td Beard of Directors (the "District hoard"') of the Superstition Vistas Community Facilities District No. l (the "District") has formed Assessment Area No. 4 (the "Assessment Area ]V . "') and declared its intention (i) acquire certain public infrastructure and public infrastructure ur < s and pay costs and expenses related thereto, including funding capitalized interest and a debt service reserve rind (collectively, the "Proi edt") , i`t.) assess the costs and expenses of the Project upon certain benefited real property within the boundaries of the District as described in the Resolution of Intention, (iii) issue She District' s uperstition Vistas Conununity Facilities District No. I (Apache Junction, Arizona) Assessment Area No. 4 Special. Assessment Bonds, Series 2024 t: " ncls") , to finance the Project and (iv) order the Project performed as described in the Resolution of Intention. PAGE 1 OF 2 Et _ Pursuant the terms and provisions Superstition Vistas Community Facilities District No. 3. Waiver and Development Agreement Pertaining to the To Be Formed Assessment Area No. 4, dated as of August 13, 2024, and recorded August 15, 2024 with the Pinal County, Arizona, Recorder at Fee No. 23 4-0 184 (the "Waiver Agreement") , D.R. Horton Inc. ("Horton") , the caner, f all real property to be assessed within the boundaries of Assessment Area No. 4 and any ether persons who have an interest in the real property to be assessedwithin hin the boundaries of Assessment Area No. 4 (collectively with Horton, the "'Owner"') have waived, arnong other things, certain requirements relating to the notices, pretests and hearings relating to, among tither~ things, the formation of the Assessment Area No. 4, levying of the Assessments (as defined herein) , and the time period for cash payments . C. The Distr:`t_ct Board has reviewed a report of the feasibility and benefits of the Project, and such report; included a description of certain public infrastructure and pUblic infrastructure purposes to be acquired and all other information at:ion useful to understand the Project, a trap showing, in general, the location of the Project, an estimate of the cost, to acquire, operate and. maintain the Project, an estimated schedule for completion of the Project,t, a map or description of the area to he benefited by the l r e "t, and a plan and expected method for financing the Project, including the ndtur and tiring of the issuance of the Bonds (the "'Report") . A public hearing on the Report was held August 20, 2024, as provided by aw, and, pursuant to the Enabling Act and the Resolution of Intention, the Report was ratified and approved in all respects. D. Pursuant to and in reliance upon the Waiver Agreement, the District Board adopted Resolution No. 2024 gg SVCFD NO. 1 on August 20, 2024 approving the assessment diagram and the levying of an assessment (the "Assessment" or rr the "Asses sments" against the real. property within the boundaries of Assessment Area No. 4 in the amount of $5, 000. 00 per lot and recording 'of the assessment diagram in the Office of the Superintendent of Streets of the District (the "Superintendent") . Pursuant to the Waiver Agreement and ether agreements by the Owner, the Owner waived the requirement ent for notices of cash demands, the opportunity to make cash payments and requested the urrp id Assessments go to borid. E. Pursuant to the terms and provisions of the Naives Agreement,t, the Owner, among other things, approved the. (i) proceedings relating to the Assessment ent and the Bonds, PAGE 2 OF 25 (ii) Assessment ent_ and assessment diagram, .i.iassessment methodology, (i method of collection and foreclosure of Assessments aar eats and ( ) terms of the Bond. F. The District Beard has determined to authorize the issuance of the Bonds described herein to provide funds for the Project and any and all. of the public infrastructure purposes provided for in the Enabling Act and the General Plan of the District. G. Pursuant to the Enabling Act, tf-,re District has also determined to enter into a Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of October, 1, 2024, or such other date as set forth in the hereinafter defined Purchase Contract for the sale of the Bonds (the "Re i tr rlPayin gent Contract"') , between the District and U.S . Bank Trust Company, National, Association, as registrar, transfer agent and paying agent (the "Registrar"' and the "Paying Agent"' as the ad>e may be) , to process the issuance, registration, transfer and payment f the Bonds. `lr'he District.t Boated has determined by this Resolution to authorize the issuance of the Bonds and, in order to provide terms for the authentication and delivery of the Bonds by the Registrar, to authorize the execution and delivery f the Registrar/Paying AgentN Contract . H. The following documents are can file with the District Clerk and presented in connection herewith: (i) the proposed form of the t egiat:,rar Paying Agent Contract, (ii) the proposed form of the Purchase Contract relating to the Band (the "Purchase Contract") , by and between the District t nd Stifel., Nicolaus & = Company,; Incorporated (the "Underi rit x-") , (iii) the Preliminary Official Statement relating to the Bands, dated the date thereof (the "Preliminary O.fflt:ial Statement") ,, and which, with such completions and changes as may be necessary, will constitute the form of the Official Statement for the Bonds (tire "F!na1 Official Statement") , and (iv) the proposed form of Continuing :l.a rr e Undertaking relating to the Fonda to be dated the date of delivery thereof (the "findertaki ng"') * (The documents described in clauses (i) , (ii) and, (iv) of this paragraph are hereinafter referred to collectively, as the "'Bond Documents. ") I . The District Beard hereby finds and determines that: (i) the amount of the Bonds clues not exceed the estimated cost of the Project plus all costs connected therewith, including the costa of issuance of the Bonds (collectively, the "Costs"') , (ii) the Costa are leas than or equal to the benefits derived PAGE 3 OF 25 frorn the Project and (il ) based upon an appr_ais<al completed by 5cf nepf Ellsworth Appraisal Group, LLB:, dated August 1::32024, the value of each o f the assessed parcels comprising ng the Assessment Area No. 4 is at least 6) times the principal amount of the Bonds allocated to each such assessed parcel SECTION 2 APPROVAL OF ISSUANCE AND SALE OF BONDS;DS; PAYMENT F BONDS A. The Bonds are hereby authorized to be issued as a series of tax-exempt special assessment bonds of the District to e designated "Superstition VistasCommunity Facilities District No. l (Apache Junction, Arizona) es me atr Area No. 4 Special Assessment Bonds, Series ; # " If the Bonds are issued in a different calendar year, the officers of the District are hereby authorized -and directed to change the series designation. The Bonds shall be issued and delivered in an aggregate original principal amount of not to exceed 1, 660 00 small be in fully registered tired forma only, shall be dated as of their date-: of initial issuance,n n, shall bear interest at the rate or sties set forth isa the Purchase Contract (hot to exceed tft. ;) from their date and shall mature on July l in some or all. of the years 2025 through 204 9¢ Interest will. be payable semiannually, coffunen ;ing - on January wt , t 5 (ors on such other date as set forth in the Purchase Contract) and on each succeeding July 1 and January l (each such date shall be referr,ed to as any "Interest Payment Date"')t:e`") during the term of the Bond: . As initially issued, the Bonds shall: be in the Book-Entry-Only System described herein and in the denomination of $5, 000 of principal each or any 1, 00tl integral multiple in excess thereof or in such other denominations as described in the Purchase Contract) and shall be to fully registered fora. if necessary to accommodate odate a prior redemption of fonds as set forth in Section 3 hereof, the Bonds may be in denominations of less than $5, 000 in integral multiples of $1, 000 or in such other denominations as described in the Purchase Contract) . Any costs of issuance in excess of the estimated amount presented in the Report shall be paid by the Owner. B. The principal of and premium, if any, on the Bonds shall. be payable upon surrender thereof at ' that principal corporate trust office of the Paying Agent, Interest dine on the Fonds on each Interest Payment Date shall l e payable by ch(ac mailed, when due, two the persons (the "Bondholders") in whose mares the Bonds are registered by the istrar at the close of business on the fifteenth 1 th) day of the calendar rnonth (other than a Saturday, a Sunday, or a legal holiday or equivalent PAGE 4 OF 25 (other than a moratorium) for banking institutions generally in the place of payment or in the city where the principal corporate trust office of the Paying in Agent is located (a "Business Day") ) next preceding the applicable Interest Payr as Date, or if such day is not a Business Day, the previous Business Dal' (the "'Record mate,") C. In the event that interest is not paid can an Interest Payment, Date, the Registrar sha .l. establish a special. record date for the payment of such interest, if and when funds for the payment of such interest have been received. Notice of the special record date and of the scheduled payment: date of the past due interest st l l be sera at :east: tan (10) days prior to the special record date, to than address of each Bondholder appearing to the Register (as such term is hereafter defined) . _ D. The Bondsshall have such additional terms and provisions as are set forth in the Purchase Contract and n the form of Bond t attached hereto as Exhibit A, which is s part o this Resolution. SECTION 3 PRIOR REDEMPTION A. eci l_ 0 t onaal edlempt ion All Bonds are subject to redemption prior to their stated maturity, in whole or in part, at random, at the option n of the District, on any Interest Payment Date,e, from proceeds received by the District from: (i ) if and to the extent on or after the completion of the Project, upon direction given to the Registrar by the District, amounts transferred) fr am the Acquisition Fund as define herein) for such purpose, (ii) the prepaynient of any Assessment by the owner a ' any assessed real. property, ( .: i) the proceeds of any foreclosure sale of any assessed real. property due to a failure to pay an Assessment installment, to the extent s u ch foreclosure sale proceeds are not used to replenish the Debt Service Reserve to an astount equal to the Reserve Fund Requirement (as defined herein) or (iv) amounts, transferred from the Debt Service Reserve ire in accordance with Section :t ) Such proceeds shall be deposited with the Registrar and the Paying Agent at least two ( ) Business Days writer to the date of redemption. The spacial optional redemption shall, be at a redemption price of par plus interest accrued to the date of redemption, without premium. B. t iona lw tedte t.l n The Bonds shall be subject t call, for redemption prior to their stated maturity rotates, at the RESOLUTION NO. 24-010 SVCFD NO. I PAGE 5 OR 25 option of the District n such dates and at such price ( the "Redemption Price") as are set forth in the PUrchase Contract . C. tandrrt ,i,,� d r tion The Banda shall be subject to mandatory r d nr ti n prior to their stated maturity dates, by lottery, at a Redemption Price of par plus interest accrued to the date of redemption, but without premium, on such dates and in such amounts as are set forth in the Purchase Contract . Whenever Bonds which are subject to mandatory redemption and purchased, redeemed (other than pursuant t mandatory redemption) or are delivered by the District to the Registrar for, cancellation,llation, the principal amount of the Tends s retired fired shall satisfy and be credited against any mandatory redemption requirements for the Bonds for such years on a pro rat a basis, to the t rot practicable;icable rovide owe r, that each remaining mandatory redemption payment shall be in an amount of at least $5, 000 of principal. D. Notice of - tdrrr tin So long as the Bonds are held under the Book-Entry-Only System described below, notices of redemption will be sent to rhe Depository gust Company C" in the manner required by DTC. If the Book-Entry-Only System i di3continued, notice f redemption of any Bond will be mailed to the registered owner of the Band or Bonds being redeemed at the address stun on the band register maintained by the Registrar not more than sixty td nor less than thirty (30) days prior to the dare sat for redemption; Notice of redemption may be sent to any s c urit.i s depository y mail, facsimile transmission, wire transmission or any rather means of transmission of the notice n ral.l.y accepted by the respective secur t tF:i depository. eith r the failure of DTC rear any registered owner of Bonds to receive a notice of redemption nor any defect therein will affect the validity of the proceedings for redemption of Bonds as to which proper notice of redemption was given. Notice f any redemption will also be sent to the Municipal Securities Rul r a ng Board (the "M " ) currently through the MSRB' s Electronic Municipal Market Access system, in the mariner required by the MSRB, but no defect in said further notice or record nor any failure to dive: all or a portion of such further notice shall it any it°iann r defeat the effectiveness f a call for redemption if notice thereof is given as prescribed above. PAGE 6 OF 25 If moneys for the payment of the Redemption Price any accrued interest are no,t held in separate accounts by the District or a Paying Agent prior to sending the notice of redemption, such redemption shall be conditional on such aaaon ys being so held on the crate set for redemption and if riot so held by such date, the redemption shall be cancelled and be of no force and effect E. effect of tall; for Redemption On the date designated for redemption by notice given as herein provided, the Boners so called for redemption n shall become and be due and payable at the Redemption Price provided for redemption of such Bonds can such date, and, if moneys for payment of the Redemption Price are held in separate accounts by the Paying Agent, interest on such Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bongs stall cease to be entitled to any benefit or security hereunder and the Bondholders shall have no rights in respect thereof except to receive payment of the Redemption Price thereof and such Bondsall be deemed pal.d and no longer outstanding. F. ELdemption of Less Than All of a on The strict. may redeem an amount. hict� ' s included in a Montt in integral multiples es of $1, 000. In that event, the registered Boradholder shall submit the Bond for partial redemption and the *a inn Agent shall make such partial a went and than; Registrar shall cause two be issued a new Bond in a principal aattount which reflects the redemption are arcade to be authenticated and delivered to the registered Bondholderthereof. SECTION ION FORM OF BONDS The Bonds shall be in substantially the foram of Exhibit A, attached hereto- and incorporated by reference herein with such necessary and appropriate omissions insertions and variations as are permitted or required hereby or by the Purchase Contract ,and are approvers by those officers executing the tools and execution thereof by such officers shall constitute conclusive evidence of such approval . The Bonds may have notations, legends or endorsements required by law, securities exchange rule or: usage. Each Band shall be stated the date of its authentication and registration. RESOLUTION NO. l -0lt SVCFD NO. l PAGE 7 OF 25 SECTION EXECUTION OF BONDS AND OTHER DOCUMENTS A. Execution of Bonds The Bonds shall be executed for and can iaaah if of the District by than Chairman (or, if the Chairman is riot available, then the Vice Chairman or any anther member of the DistrictBoard) and attested by the District Clark by their manual or facsimile signatures .- If the signatures area affixed or .imprinted by facsimile, the Chairman (or, i.f the Chairman is not available, them the Vice Chairman or any rather member of the District Board) and the District Clerk shall execute a certificate adopting as their signatures the facsimile signatures s appearing n the Bonds. If an officer whose signature is on a Brand no longer holds that office at than time the Bond is authenticated and registered, the Bond shall nevertheless be valid. A Scared shall not be valid or bin ninth authenticat d by than manual signature of an authorized officer of the Registrar. The signature shall be conclusive evidence that the Bond has been authenticated and issued under this Resolution . S. Other Documents The District Board her,eby approves the form and radars grid directs t is than execution of the Bond Documents,s, each in substantially tiall the form presented to the District Board. The Chairman, the strict Manager and the District Treasurer, or their designees, are each authorized and directed to determine and approve the actual dated date, maturity dates and amounts, interest rates, redemption provisions, and the purchase rice to be paid by the Underwriter, and to execute and deliver the Bond Documents in substantially the form presented to this District Board with such necessary and appropriate Omissions, insertions and variations - as are permitted or required hereby and are approved by those -officers executing such agreements can behalf of the District . Execution of the documents by the Chairman, any member of the District Board, the District Manager or the District Treasurer r shall be conclusive evidence of such approval . The District Clerk is authorized and directed to attest such signatures. Where applicable, any of the foregoing officers may affix their siqnatures by manual, mechanical or photographic r earrs SECTION 6 MUTILATED, LOST OR DESTROYED BONDS In cease any Brand becomes inutil t d or destroyed or last, the Registrar shall canoe to be executed ,and delivered as new Bond of like date and tenor in exchange and substitution for and upon RESOLUTION NO. 24-010 SVCFD NO.. l PAGE the cancellation or such mutilated Bond or in lieu of and in substitution for such Bond destroyedupon t h registeredBondholder' s paying the reasonable expenses and charges e of the District and the Registrar in connection therewith and, in the case of the Bond destroyed or lost, filing with the District Clerk and the Registrar by the registered Bondholder evidence satisfactory a cta ry .o the District and the Registrar that ;such Bond was destroyed or lost, and furnishing the District and the Registrar with a sufficient indemnity bon pursuant to A.£ :S m § 47-8405, s amended. SECTION 7 ACCEPTANCE OF PROPOSAL The Bonds are hereby sold to the Underwriter in accordance with the terms of the Purchase Contract. The Underwriter has agreed to sell the Bonds in o public offering. The actual terms or the Bonds and the -Purchase Contract shall be reviewed and approved by the Chairman of the District Board, the District Manager, the District Treasurer, or their designees (which approval shall. be deemed conclusive by the execution and delivery ;of the Purchase Contract by the Chairman, any member of the District Board, the District Manager or the District Treasurer) . . The District Treasurer is hereby authorized and directed to cause the Bonds to be delivered to or "u on the order of the Underwriter upon receipt of payment therefor and satisfaction or the other conditions for delivery thereof its accordance with the terms of the sale and to indicate how such proceeds shall be deposited in the tunes described in Section 8 hereof . SECTION UN S AND ACCOUNTS A. The District Treasurer shall create the following funds and accounts which shall be held separate -and apart from other funds and accounts of that District and used only as provided herein: ( .) Bond Fund, which shall include: ( ) Principal Account; ( Interest Account; and (d) Prepayment Account . (ii) Acquisition Fund. (ii.iIssuance and Expenses Fund. PACE 9 OF 25 (iv) Oath Service Reserve . p. The money deposited to the various funds and accounts created hereby, together with all investments thereof nd investment income t erefrom, shell be held in trustby the District and applied solely as herein provided. SECTION 9 DEPOSITS TO AND APPLICATION ION OF BOND FUND A. At the applicable times set d.rtt®i below, the District shall inurediately deposit, or shall cause to be immediately deposited, to the Bond Fund to the credit of the e applicable ,cunt lm to the Principal and Interest Accounts, as applicable, upon receipt, all amounts collected y or remitted to the District from the collections of the installinents o principal. and interest, respectively, on the Assessments; 2 . to the Prepayment Account, upon receipt, ll amounts remitted to the District as prepayments of the Assessments; 3. to the Prepayment Account, upon receipt, all amounts remitted to the District as proceeds front any foreclosure sale of any assessed real property and not used t replenish the Dolt ' Service Reserve to an amount aural to the Reserve Fund Requirement 4 . to the Prepayment Account, amounts transferred from the Acquisition Fund to the extent hereinafter provided; 5 to the Principal and Interest Accounts, as than case may be, amounts transferred from the Debt Service Reserve s hereinafter provided pursuant to Section 1:2 ( ) , (D) and ( ') t 6. to the Prepayment Account, any amounts transferred from the Bast Service Reserves hereinafter provided pursuant to Section 1 ( ) f and 7 such other funds as the District shall, from time to time, at its option deem advisable. B. The Principal,ipal, Interest and Prepayment Accounts of the Band Fund shall be applied stalely to tray principal of (including any mandatory redemption amount then due) , interest can and the Redemption on 'r rise with respect to the Bonds, respectively. RESOLUTION NO, 2024-01.0 SVCFD NO. 1 ACHE 10 OF SECTION 10 ACQUISITION FUND The District sh lw1. deposit to the Acquisition Fund Bond proceeds in the amount provided in the District' s Certificate el t.ing to Federal Tax Matters relating ng to the Bonds ( the „Tax Certificate") . B. The date of completion of the Project (the "'Completion Da te") shall, be evidenced to the District by a certificate signed Horton stating that 1. The Project has been completed in accordance with the plans and specifications therefor (such certification care rely upon the opinion of an inspector or co st)ltant retained by Horton) and all: labor, services, materials and supplies used in the Project. have been paid for and acknowledgments of such payments have been obtained from all : a sd ? d and suppliers; and 2. All rather facilities necessary in connection with the 're ct� have been constructed, acquired and installed in accordance with the glans and specifications therefor (such certification can rely upon the opinion of an inspector or consultant retained by Horton) , and all costs of acquisition of the Project have been paid. C m Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date or such certificate or which may subsequently come into being. Within to (10) days f l:lcwinq the Completion Date, the District shall transfer any balance in the Acquisition Fund (except moneys retained for expenses not yet due aria payable) into the Prepayment Account in the Bond Fund for application to the redemption of Bonds. 1 . Notwithstanding anything contained tied in this Section 10, n October 1 , 2027 (or such later date as described in the District' s Tax Certificate) , any amounts remaining in the Acquisition Fund shall be transferred to the repayment Account of the Bond Fund and applied to the redemption of Bonds . SECTION 11 ISSUANCE AND EXPENSES FUND The oney deposited to the Issuance and Expenses Fund, together with all investments thereof and investment income therefrom, shall be held in trust by the District. The District shall RESOLUTION ION NO, 2024-010 SVCFDNO. l PAGE 11 OF 25 deposit Bond proceeds to the Issuance and Expenses Fund 1n the mounts provided 1n the Tax Certificate. Upon s request for disbursement, amounts on deposit in the Issuance and Expenses Fund shall be applied to pay all coats of the issuance and sale of the Bonds identified in a request signed by any of the Chairman of the District Beard, the District Manager or the District Treasurer. On pri.1 1, 2025 r such other date as described in the District' s Tax rt is t ) , the District shall transfer any moneys in the Issuance and Expenses Fund to the Prep yri ent Account of the Bond Fund and direct the application of such transferred moneys to the redemption of Bonds SECTION 12 DEBT SERVICE RESERVE The District shall. deposit. Bond proceeds to the Debt Service Reserve in the amount of the lesser of: ( i) ten percent 1.0% of the principal amount of the Bands, (ii) one hundred percent 00%) of the maximum nnual debt service on the dads or .i one hundred twenty-five percent 1 5%t of the average annual debt service, on the Bonds, or such amount as required by the Internal Revenue Code of 1986, as amended fish "Code") , t obtain or maintain the exclusion sio of interest from gross income for federal. income tax purposes to the Bonds, pursuant to an pinion of Bond Counsel fsa defined herein) (the "Reserve Fund Requirement") , as provided in the District' s Tax Certificate. B. Or , or, 1t either day 1s not s Business Day, Before December 50 2024, and June 29, 2025, and each December tl and June thereafter, the District shall , to the extent the moneys 1_n the Debt Service Reserve exceed the Reserve Fund Requirement, transfer from the Debt Service Reserve to the Principal and Interest Accounts of the Bond Fund the difference between the ar OLIrat in the Band Fund can such date and the amount necessary to pay the principal of :and interest, respectively, can. the Bonds on the next succeeding :January 1: or July 1, as the cases may be C. If, after r a Debt Service Reservewithdrawal, the Debt Service Reserve is 1 sr1 than the Reserve go Fund Requirement, the District shall reimburse the Debt Bernice Reserve, to the extent moneys are realized, fr r a.t.her: 1. the proceeds from the sale of delinquent s asments, which sales are conducted in the manner described n .T " a §§ 4 T11 through 0 , inclusive, as amended from time to time, provided, however, A.R. S. § 48-607 is revised to require the :tales proceeds to be deposited to the Debt Service Reserve and neither the District nor the City of Apache Junction, Arizona (the " i t_y" , shall be required under any circumstances to purchase, or make any payment for the PAGE 12 OF 25 purchase of the delinquent A33essment and corresponding assessed parcel or lot; or ( i ) amounts from installment payments on the Assessments, if any, provided, however, only to the extent that such excess portion of each installment payments is not required for the payment of principal of and interest on the Bonds. t , Any investment profits its realized from the investment of moneys in the. heart Service Reserve "shall remain in and be part of the Belt Service Reserves provided, however, if moneys in the Debt Service Reserve are in - excess of the Reserve Fund Requirement,ent such excess amount attributed to investment earnings shall be transferred to the Interest Account of the Bond Fund not applied from time to time pursuant to Section hereof. E. If the amount geld in the Debt Service Reserve together ith the amount helot in the Bond Fund is sufficient t pay the principal amount of all Bonds outstanding on an Interest Payment data:, together with the interest accrued can such Bonds as of such Interest Payment Date and any premium, the moneys shall be transferred to the Prepayment Account of the Bond Rand and thereafter Used to redeem all Bonds as of such Interest. Payment Date F. On, or, if either day is not a Business Day, before December 30, 2024, and June 29, 20215, and each December 30 and June 29 thereafter, the District shall, to the extent the moneys in either the Principal Account or Interest Account are insufficient ent to purl' the principal of or interest on the nest succeeding Interest Payment gate after any transfer required pursuant to Section 1.2 B hereof, transfer r ar the Debt Service Reserve to the Principal and Interest Accounts of the Bond Fund the difference between the amount in the Barad Fund on such date and the amount necessary to pay the principal of and interest, respectively, can the Bands on the next succeeding Interest. Payment Efate, as the case may be . SECTION 13 INVESTMENT OF` AND SECURITY FOR FUNDS Money held ,""r the credit yE,t any trend or ac,-,-count herein created shall be invested pursuant tA.° A. R. S. § 351 3ic3HI SECTION 14 REGISTRAR AND PAYING AGENT ursuant t.,..= the Regis r/Paying Agent �wontr.act,� the Registrar i.11 maintain an office (,:,,r agency where B )nds may be presented PAGE 13 t t�� for registration of transfer and the Paying Agent will maintain an office or agency where fonds may be presented for payment . The District may appoint one or more co-registrars or one or more additional paying t agents . The Registrar and the Paying Agent may make reasonable rules and set reasonable requirements for their respective functions with respect to the Bondholders . U. S. Rank Trust Company, tat,iona,l. Association, Phoenix, Arizona, will act as the initial Registrar and the initial Paying Agent with respect to the Bonds. The District ra�tay change the Registrar r the Paying Agent without notice to or consent-at of the Bondholders and the strict may tn. in any such capacity. Cacti Paying Agent:, will be r grai~red to agree in writing that the Paying Agent will hold in trust for the benefit of the Sca t°i gears a t . moneys held by the Paying Agent for the payment of principal of area interest and any premium on the Bonds. The Registrar may appoint an authenticating agent acceptable atable to the District to authenticate Roads. An authenticating agent may authenticate Bonds whenever the Registrar may do so Each reference herein to authentication by the Registrar includes authentication by an authenticating agent acting on ' behalf and in the name of the Registrar and subject to the Registrar' s direction. The Registrar shall keep a register of the Bands (thee "Register") , the registered Bondholders and of transfer of the Bonds. When Bonds- are presented to the Registrar or a co-Registrar with a request to register transfer, the Registrar will register the transfer: on the Register if its requirements for transfer are met and will. authenticate .and deliver one or more Bonds registered in the name of the transferee of the same principal arraount, maturity and rate of interest as the surrendered Bonds. Bands presented to the Registrar for transfer after the close of business can the Record gate and before the close of business on the next subsequent ent Interest. Payment Date will be registered( in they name of the transferee but the interest payment will he made :a the registered Bondholders shown can the Register maintained by the Registrar as of the close e of business on the Record Date. The Registrar may but railed not register the transfer of a Bond which has been selected for redemption and need not register the transfer of any Rand for a period of fifteen (lf) days before a selection of Bonds to be redeemed :f the transfer of any pared which has been called or selected for call for redemption in PAGE 14 OF 25 whole or in past is registered, any notice of redemption which has been given to the transferor will be binding upon the transferee and a copy of the notice of redemption ll b delivered to the transferee along with the Band or Bonds . The Registrar shall authenticate Bands for original .issue up t $1, 660, 000 in aggregate original principal aITIOUnt upon the w,ritt n request of the District Treasurer or other authorized District officer ® The aggregate principal amount of Bonds outstanding at any time may not exceed that amount except for replacement Bands as to which the requirements s of the Registrar and the District are eat 'f'he aaaacyurat:s which are segregated by the District or deposited with the Paying Agent to pay the principal of, premium, if any, or interest on any Bonds becoming due on any due dare shall held in trust for the benefit of the owner of each Bonds. AmountS sd segregated or depositedand held in (rust shall constitute a separate trust fut°ail for the Benefit of the owner of such Bonds entitled to such principal or, interest, as the case may be. Amounts held by the District or Laying Agent;, for the payment of the principal, of, premium, if any, or interest on the Bonds ds need not be segregated from other funds, except to the .gent reacquired by law. The District may at,, any time direct any Paying Agent to pad: t the District all money held by :such Paying Agent, such amounts to be field by the District upon the same trusts as those upon which such money was held by such Paying Agent, and, rayon such payment by any Paying Agent to the District, such Paying Agent shall be released from all further liability with respect to such a-roney. In the event any check for payment' of interest on a Bond is returned to any Paying Agent" unendorsed or is not presented for payment within two 2) years from its payment date or any Bond is not presented for payment of principal at maturity .,,)r redemption date, if amounts sufficient to pay such interest r principal l dine upon such Band shall have been rude available t such Paying Agent for the benefit of the Bondholder thereof, it shall be the duty of such Paying Agent to hold such fonds :rr invest the same in Government Obligations as defined herein) , without liability for interest thereon, for the benefit of the owners of such Band who shall thereafter be restricted exclusively to such funds for any claim of whatever mature relating to such Band or amounts dice thereunder. Such obligation of the Paying Agent to held such funds shall continue RESOLUTIONNO. fit -010 SVCFD NO. 1 PAGE 15 OF 25 for two i years and six r months following the date can which such interest or principal payment became Arta, whether at maturity or stated maturity, or at the redemption date, or otherwise, at which time such Paying Agent shall surrender such unclaimed funds so held 'tothe District, whereuponany claim of whatever nature by the OWu r of such Bond arising under such Band shall be made upon the District. o long as the Bonds are administered under C` sBook-Entry- Only System and DTC is the securities depository fc: r the Bonds described herein, interest payments and principal payments that are part of periodic principal and :interest payments shall be paid to Cede & Co. or its registered assigns in same-day funds no later than the time of payment established ished y DTC on each interest: or principal payment date r in accordance with then existing arrangements ats etc en the District and DTC) # The District will ester or has previously entered into an agreement (the „Letter of Representations") with t "C in connection with the issuance of its bonds and, while the Letter of Representations is in effect, the prµocedures established therein shall apply to the Bonds . It the Book-Entry-Only System is discontinued, the Register maintained by the Registrar will show the registered Bondholders . Chile the Bonds are subject to the Book-Entry-Only Sy ter ; the Bonds shall be registered in the name of Cede & (,o. r its registered assigns. The Bonds will be administered the Registrar in a manner ner ich assures against double issuance and provides a system transfer r wne s i n the books of the Registrar in the manner set forth in the Bonds. If the Book-Entry-Only System is discontinued, interest on the Bonds will. be payable on each Interest Payment pate by check mailed to the Bondholder thereof at the Bondholder' s address all. as shown on the registration books maintained by the Registrar as of the close of business of the Registrar on the Record gate. If the Book-Entry-Only System is discontinued, principal. of the Bonds is will be " payable, when clue, only upon presentation and surrender of the Bond at the designated corporate trust office of the Paying Agent . Notwithstanding any other provision of this Resolution, payment of principal of and interest on any Bond that is held by a securities depository ry r Bonds subject to a Book-Entry-Only System may be paid by the Paying Agent by wire transfer in "same day funds . " PAGE 16 OF 25 SECTION 15 OTHER ACTIONS NECESSARY The Chairman (or any ether member of the District Board :in the event. the Chairman an is absent or unable to take the desired action) , the District Manager, the District Clerk, the District Treasurer and the officers of the District shall take all action necessary or reasonably required to carry out, give effect t and consummate the transactions contemplated by the Bond Documents and the Final- ficial Statement, including, without limitation, the execution and delivery of the closing and other documents is required to be delivered in connection with the sale and delivery of the Bonds. SECTION 16 DISTRIBUTION OF DISCLOSURE DOCUMENTS The Preliminary Official Statement may be deemed final for all purposes of the Rule, its distribution by the Underwriter is hereby authorized and approved, and the District Manager or any merri er of the District Board is hereby authorized and directed to complete, execute and deliver the Final Official Statement in substantially the form of the Preliminary Official Statement ent presented at the meeting at which this Resolution on was adopted, with such completions and changes as may be acceptable to such District Manager or member of the District Board, and the distribution and use of the Final Official.icial. Statement by the Underwriter is hereby approved. SECTION 17 ASSESSMENT LEVY AND PROCEDURES A. An A s e ssment in the amount of not to exceed $5, 000 . 00 has been bier and recorded in the office of the Superintendent against each lot comprising the subdivided parcels of reel. property in the Assessment Area No. 4 and described in the Resolution of Intention . B. For each year while any Bond is outstanding, the District Board "shall semiannually cause to be collected such portion of the Assessment, sufficient, together with any moneys from any sources in the Enabling Act , to pay principal of and interest on the Bonds when dine. Moneys s. received from the collection of the Assessment when collected constitute funds to dray principal of and interest on the Bonds when dire and shall be kept separately from other funds in the Bond Fund of the District . The amounts dine pursuant to the Assessment and unpaid are and shall be a first lien on the property so assessed in the Assessment Area No. 4, subject only to general property taxes and prior special. assessments and sl-ia1 l be collected as RESOLUTION NO. tS - 10 S C FD NO. 1 PAGE 17 OF 25 prescribed by A.R. S . §§ -599 and -- 0 , as amended as nearly as practicable or such other procedures cec urges as the District Beard may prescribe. Notwithstanding the foregoing, the Assessments may be collected by the Pinal C aurity Treasurer in a l;imilar manner and together with the collection of real property taxes, should the District Treasurer so direct . In the event of nonpayment of amounts due pursuant is the Assessment, the procedures for collection of delinquent aniounts and salve of delinquent property prescribed by A.R. S. §§ 48-602, through 8- 07, inclusive,, as amended, apply, as nearly as practicable, except that neither the District nor the City is required to purchase the delinquent. land at the salve if there is no other purchaser. C. Pursuant to A. R. S . § 7 1. the provisions and procedures pertaining to the prepayment of Assessments, the payment of Assessments, and the reallocation and modification" of Assessments among the assessed parcels as development occurs, s set forth in this Resolution, are hereby approved and -adopted. t . If any Assessment shall be either in whole or in part annul led, vacated or set aside by the judgment of any court, or it the District shall be satisfied that any such Assessment is so irregular or defective that the sawed cannot be enforced or collected, or It the District shall have omitted to make such Assessment when it might have done sea, the District shall, either i tare all. necessary steps to cause a new Assessment to b wade for the whole or any part of a Project or, against any property benefited by said Project, or 1-) in its sale discretion, request the Owner r to intake up the amount of such Assessment, which moneys shall be deposited into the Bone fund, as applicable. In case such second Assessment shall be annulled, the District shall obtain and make other Assessments Until a valid Assessment shall be made. SECTION 18 NO OBLIGA,rION OF CITY Nothing contained in this Resolution, tlie Bond Documents or any other instrument ert shall be construed as obligating the City or the State of Arizona (the "State", n7 any political. subdivision of either (other than the District) or as incurring a charge upon the general credit of the City and the State nor shall the breach of any agreement contained herein, the Bond Documents or any other instrument or documents executed l.n connection therewith impose any charge upon the general. credit of the City and the State. RESOLUTION NO. 2024-010 SVCFD NO. 1 SECTION 1 REVEAL OF RESOLUTION After any of the Bonds are delivered by the District to the t.Inddr r for upon receipt of payment therefor, this Resolution shall be and r:ramsin irrepeaiable until hBonds and the interest thereon shall have been fully paid, canceled and discharged, If any a ctaoti, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid o unenforceable,le, the invalidity or urrohfo ooa ai li ty of such section, paragraph, clause or provision shall not affect any of the remaining rovisions of this Resolution. SECTION 1 RATIFICATION OF PRIOR ACTS All acts of the District Chairman, the District Engineer, the District Treasurer, the District Manager, the Superintendent, and any portion acting for such official in furtherance of thi3 Resolution are homey ratified and confirmed, including the splitting of certain parcels within the District in compliance with A. Q.S. § 48--272 . SECTION 22 COMPLIANCE WITH FEDERAL LAW A. The District recognizes that the purchasers of the Bonds will have accepted therr on, and said therefore a price which reflects, the understanding that interest thereon is excludable from gross income of the Bondholder er thereof for federal income tax purposes under Laws in force at the time the Bonds shall have been delivered. In consideration of retaining the exclusion of interest income on the Bonds from groan; income for federal income tax purposes, to the extent possible under State law, the District covenants for the benefit of the Bondholders from time to time of the Bonds l that it will not: take any action or ornit to take any action with respect: to the Bonds, the proceeds thereof, any other funds of the District or any facilities financed with h the proceeds of the Bonds if such action or omission i) would cause the interest on the Bonds to Lose its exclusion from gross income for federal income tax iar oaod under Section 103 of the Code, o (ii) would cause interest on the Bonds two lose its exclusion from alternative minimum imum taxable income as defined in Section of (2) of the Cody: applicable to individuals. The foregoing covenant 3hall remain in full force and effect notwithstanding the payment in 'AS 19 OF 25 full or deteasance of the Bonds until h: state on which obligations of the District in fulfilling the above covenant under the Code have been yet , The District authorizes the creation of a fund which is hereinafter referred to as the "Rebate- Fund" The District. will m l with the refute requirement set forth in the District' s `lax Certificate , C. With respect to the Bends herein authorized to be sold, the District stri.ctx or a partner of Greenberg Tray ric , LL , bond counsel to the District ("Bond Counsel") , is authorized to execute and file on behalf of the District information at:ion reporting n returns and to file or deliver such other information as may be.. required by Section 1 (d) of the Code. D. The District will comply with such requirements an will take any such actions as in the opinion of Bond Counsel are necessary to prevent interest income on the Bands from becoming subject to inclusion in gross income for federal income me tad purposes. The Chairman, any aember of the District Board, the District trice Manager or the District Treasurer is each hereby authorized to make certain truthful rert mt:ications, representations, agreements and elections as required by iaw to assure the purchasers and owners of the Bonds that the proceeds f the Bonds will not be used in a mariner which would or might result in the Bonds being "arbitrage e bonds" under Section 148 of the Code or the regulations of the United States Treasury Department cur,rently In effect or proposed. The cert .fic tions, representations and agreements of the District may be made by executing and delivering certificates and agreements required by the District' s Bond Counsel .. The certificates and agreements shall constitute an agreement of the District to follow covenants and requirements set forth therein which may require the District to take certain actions (including the payment of certain amounts to - the United.ted Mates 'treasury r which may prohibit certain actions (including the establishment of certain funds of limiting the term of and yield on investments made with moneys relating 'to the Benda) under certain conditions . R The District further recognizes that ecticn 1.4 at of the Code requires es the Bonds to be issued and to remain in fully registered form in order for interest thereon to be excludable from gross income for purpose of federal income taxation under laws in force at the time the Bonds are delivered. In this connection, the District agrees that it will not take any action to pera i.t. the Bands to be issued in, or converted ed .into, heater RESOLUTION NO. stil' - i 1.ti SVC D NO. i. PAGE 20 OF 25 or coupon here if such action would cause interest on the Bonds to be included grass income for federal. indorses tax purpose F� The District Board hereby authorizes the District Treasurer, or his designee, to represent and act for the District :in all matters pertaining to the District' s tax-exempt bonds, as may be necessary to comply, on s continuing basis, with they Internal Revenue Service, the Securities Exchange Con mission and other governmental. ntit i s" requests, reporting requirements ents and post-issuance compliance po is and matters . SECTION i FEDERAL TAX LAW COVENANTS A. s will be provided in more detail in the District' s Tax Certificate, there shall, not be any investment or other use ,r t: the proceeds of the Bonds which would causes such bones to be "arbitrage bonds" as that term is defined in Section : r: any successor provision thereto) of the Code and they Regulations,tions, or ,%priv< to activity bands" as that teas is defined in Section 141 r any successor provision thereto)et c of the Code, and the requirements of such Sections of the Code and the .ae ul ations zihall be complied with throughout the term of 1-he Bonds. Particularly, the District wall be the darner of the facilities financed with the proceeds of the sales of the Bands (the " ' cil i ti s") for federal income e tarp purposes. Except ept as otherwise advised in an opinion s.lgn r by Bond Counsel, the District shall not enter into i any management or service contract with any entity other than a governmental entity for the operation of any portion of the cilitleis unless they management or service contract complies with the requirements f such authority as may control at the time or i any leases or other arrangement with any entity other than a governmental entity that gives such entity spacial. legal entitlements with respect ct: to any portion of the Facilities. Also, the payment of principal. of and interest on the Bonds shall: not be guaranteed (in whole or in part) by they United States or any agency or instrumentality of the United States . The proceeds of the Bonds, or amounts treated as proceeds of the Bonds, shall not be invested (directly or indirectly) in federally insured deposits or accounts, except to the extent such proceeds 4 i may be so invested for an initial temporary period until needed for the purpose for which the Bands are being issued, (ii) may d - sea used in making investments of a bond fide debt service fund or ii:i.) may be invested in obligations issued by the United States Treasury. In consideration of the purchase and acceptance of the Bonds by the owners thereof of from time to time and of retainillg sutra exclusion and as authorized by r tler 35, Chapter 'AGE 21 OF 25 S, Article 7, Arizona Revised Statutes, the appropriate officials of the District are hereby directed to take all action required to retain such exclusion and to refrain from taking any action prohibited by the Side which would adversely affect in any respect such exclusion. B. The procedures required by any arbitrage rebate provision or separate agreement executed_ in connection with the issuance of the Bonds (initially those in the Tax Certificate) shall be complied with for so long as compliance is necessary in order t : maintain the exclusion from gross income for federal. income tax purposes of interest on .the r.)nda, However, as the District Beard hereby represents and warrant that the District has general taxing powers, ) the Bonds are riot "private activity bonds" within the meaning of the Code, (C") 95 percent or more of the "'net proceeds," of the Boned shall. be used for local governmental activities of the District, and (D) the aggregate face a.ratoi..nt of all tax-exempt bonds or obligations (other than private activity bonds within the meaning of the Cade) issued by the District during the 2024 calendar year - i not reasonably expected to exceed $5, 000, 000, there is presently an exception to the heed for any such procedures. SECTION 24 QUALIFIED TAX-EXEMPT GAT Cat S DESIGNATION The Bonds are designated as "qualified tax-exempt t obligations" within the meaning of and pursuant to the provisions of Section 2 S )o) of the Code as the District Board hereby represents and warrants that the reasonably anticipated amounts of "qualified tax-exempt obligations" (other than private activity bonds within the smearing of the Code) which will be, issued by the District rictr during the 2024 calendar year will not: exceed $10, 000, 000. SECTION 25 DEFEASANCE Any fond shall be deemed to be no longer outstanding when payment of the principal of such Band, plus interest thereon to the maturity thereof whether such maturity be by reason of the stated maturity thereof or " call for redemption, if: notice of such call has been given or waived or irrevocable arrangements therefor satisfactory to the Registrar rar have been made ) shall have been provided for by depositing for such payment from funds do of the District under the terms provided in this Section 1.) money y uff ici"ent to male such payment or 2) money and direct or indirect obligations of the United Stater of America (as approved by the District' s Band Counsel) ("Government PACE 22 OF' 25 Obligations") certified by an independent accountant of national reputation to mature as to principal, and interest, in such amounts and at such times as shall without further investment or reinvestment of either the principal. amount thereof or the interest: earnings therefrom be sufficient to make -such payment, provided that all necessary and proper fees, compensation, and expenses of the Registrar and the Paying Agent pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the <at; sfacti on of the Registrar. Any such deposit shall be made either with the Paying Agents or, if notice f such deposit is given to the Registrar and the Elay:tng Agent, with -a state or nationally chartered trans with oa minimum combined capital and surplus of $50, 000, 000, as escrow agent, with irrevocable instructions to transfer the amounts soy deposited and investment income therefrom to the Registrar or the Paying Agent in the amounts and at the times requited to pay principal of and interest on the Bonds ds with respect to which o: h such deposit is made at the maturity thereof and of such interest or the stated maturity, as the case may be. In the event such deposit is made with respect to some but not all of they Bonds then outstanding, the outstanding Bonds shall be selected in the same manner as provided in Section 3 for the selection of Bonds to be redeemed, Notwithstanding anything herein to the contrary however, no such deposit shall have the effect herel iabove described if made during the existence of default hereunder Unless made with respect to all of the Bonds then outstanding and ) unless there shall be delivered tows the Registrar an opinion of counsel for the effect that such deposit, shall not adversely affect any exemption to ede :al income taxation of interest on any fond. Any money and Government Obligations deposited with the Paying Agent for such purpose shall be held by the Paying Agents in a segregated account in trust for the Owners of the fonds with respect to which such deposit is made and together with any investment income therefrom, shall be disbursed solely.y to pay the principal of and interest on the Bonds when due.. No money or Government Obligations so deposited pursuant to this Section shall. be invested or reinvested unless in Government Obligations and unless :such money not invested, " such Government Obligations not reinvested, and such new investments are together certified by an independent accc(.)untart of nat.ional reputation n to be of such amounts, maturities, and interest payment dates and to bea-r such interest as will , without further investt ent or reinvestment of either the principal amount thereof or, the interest earnings therefrom, be sufficient to make d such payment . At such times eis as a Bond shall be deeded to be paid hereunder, as PAGE 23 OF 25 aforesaid, 1t shall no longer be secured by or entitled to the benefits f this Resolution, except for purposes of any y such payment from such money or Government nment Obligations. SECTION 26 RESOLUTION A CONTRACT This Resolution shall constitute a contract between the District and the registered owners of the Bonds and shall. not be repealed or amended in any manner which would impair, impede r lessen the rights of the registered owners of the Bonds then outstanding. SECTION 27 EFFECTIVE DDT This Resolution shall be effective immediately. [Signature Pace to Follow] PAGE 24 OF 25 PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 1, THIS FAY OF SEPTEMBER, 2024 . SIGNED AND ATTESTED rO THIS FAY OF .SEPTEMBER, 2024 . Chairman,n, Beard of Directors ATTEST: District Clerk APPROVED O FORM: l District Counsel CERTIFICATE 1 hereby y certify that the above and foregoing resolution was duly passed by the Board of Directors of the Superstition Vito Community Facilities District No. I at regular meeting held September 17, 2024, and that a quorum was rese t thereat and that the c.Yte thereon was ayes and nays; did n,,,,-,,,;t vote or were absent. District Clef" FACET 25 OF 25 EXHIBIT A (FORM OF BONDI REGISTERED REGISTERED Ef o. R- UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (-DT -) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE E PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED ORIZED P SENTATI F PTO (AND ANY PAYMENT IS MADE TO CEDE & CO. CE TO SUCH OTHER ENTITY E IS REQUESTED EI AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF E VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE 6 CO_ HAS 'INTEREST HEREIN. UNITED STATES OF AMERICA STATE OF ARIZONA SUPERSTIT1014 VISTAS COMMUNITY FACILITIES DISTRICT" NO. 1 (APACHE JUNCTION, ASSESSMENT BOND,SPECIAL ASSESSMENT SERIES= 2024 (BANK QUALIFIED) Interest Fate Mat uri 1 fat Original Issue Date CUSIP No. July 1, 20 2024 5 REGISTERED OWNER: CEDE & Co. PRINCIPAL MOUNT: AND N01100 f ,).,LLARS :a Superstition Vistas Community Facilities District No. 1 (the " SSUe ") , a c-ommunity facilities district formed by the City of Apache Junc-tion, Arizona, and duly organized and validly existing, pursuant to the lasts of the State of Arizona, for, value received, hereby promises to ay or cause the Paying Agent to pay to the "RegisteredOwner" specified above or registered assigns (the "Holder") , on the "Platurity Date` specified above, the "Principal Amou t" specified ave and to pay interest (calculated on the basis of a 0-day year of twelve 0-clay months)s n the unpaid portion thereof from the "Original Issue ' Date" specified above, or from the most recent~ "Interest aymen Rafe„ (as defined rein) to whichinterest has been paid or duly provided for, until aid or the payment n thereof is daily provided for at matter" ty, EXHIBIT PAGE 1 CE semiannually on each January l and July 1 , commencing 1, 20 (each an "Interest Payment Date"') , at the per annum ". " specified above Principal,; interest and any prentium are payable in lawful money of the United States of America. As provided in the Issuer' s Resolution No. 2024-glg SVCFD NO. 1, adopted by the Board - of Directors of the Issuer on September 17,, 202 (the "Bond Resolution") , the interest, principal and Redemption Price (as such term and all other terms used herein and not defused are defined in the Bond Resolution) payable can the Bonds shall be paid to CEDE Co or its registered assigns in same-day funds no later than the time established by DTC on the date dale tor in accordance with then existing arrangements between the Issuer and " tPayments will be rands to the Registered Owner on the registration books Maintained by the Registrar trarµ at the close of business of the Registrar on the fifteenth (1..5r0l) day of the calendar month (other than a Saturday, a : tnanda y, or a legal holiday or equivalent (other than amoratorium) for banking institutions generally in the place of payment or in the city where the principal corporate trust office of the Paying Agent is located to "business day") ) next preceding the applicable Interest Payment Date, or if such day is not a business slai , the previous business diay. Neither the full faith and credit nor the general taxing poser of the Issuer, the pity of Apache Junction, Arizona, Pinal County, Arizona or the State of Arizona or any political subdivision thereof is pledged to the payment of the Bonds. Unless the Certificate of Authentication hereon has been executed by the Registrar, by manual signature, this Bond shall not be entitled to any benefit under the and Resolution or be valid or obligatory for any purpose. This Bond is one of a duly authorized issue of assessment revenue bonds of the 1 s steer: having the designation specified in its title (herein referred to as the "Bonds") , issued in one series, with the limitations described herein, pursuant to the Bond Resolution and to which Bond Resolution reference is hereby made for a description, among other things, of the amounts thereby pledged and assigned, the nature and extent of the lien and security, the limited liability of the Issuer, the respective rights hts thereunder of the Registered Owner of the Bends, the Paying Agent and the Issuer, and the terms upon which the: Bonds are, and and to be, authenticated and delivered and by this reference to the terms of which each molder: of this pond hereby consents. All grids issued pursuant to the Bond Resolution are equally and ratably EXHIBIT PAGE 2 OF 9 secured by the amounts There pledged and assigned. Pursuant to the Brand Resolution, the Board of Directors of the Issuer authorized the issuance and sale of not to exceed $1, 660, 000 in aggregate riginal principal amount of the Bonds for the purpose of financing the cw°°rite of acquiring certain public infrastructure," including particularly the acquisition by the Issuer of the improvements and public infrastructure tur purposes (the " t ca e cents") described In Resolution No. f 4 0 7 SVCFD NO. 1 which was adopted by the Berard of Directors nl, the Issuer can August 20, 2024 . The Bonds are limited obligations of the Issuer payable only out of the special fund to be collected from a special assessment (the "Assessment.") levied only against the cats or parcels of land fronting on or benefited y the Improvements (the "AssessedProperty") and ;from amounts held by the Issuer in a debt service reserve fund the "Debt: Service e Res ,rve") . The Assessed Property represents approximately f residential ial late over approximately 48 acres of land within the boundaries of the Issuer. Said special. fund is set; apart in accordance with the laws of the State of Arizona and fatarsuant to the Band Resolution for the, payment of tote Bonds and can be used for no other purpose. The Debt Service Reserve erve shall initially be funded in an amount equal to the Reserve Fund eq ireme t, and amounts may be transferred frorn the Debt.,, Service deserve from time to time in accordance with the Bond Resolution. Any amo,unt held in the Debt Service Reserve in excess of the Reserve Fund Requirement may be transferred to the Bond Fund and used to make payment of principal and interest on the Bonds either at stated, maturity or prior redemption. Investment earnings on the Debt. Service Reserve,-ve, to the extent not needed to return the t ebr Service Reserve to the Reserve Fund Requirement, to pay debt service ,nn the Bonds, or to pay rebate to the United :Mates, will be deposited into the Band Fund. The Bonds are issu ble as fully registered bonds only in the denominations of $5, 000 of larinci aL each or any $1, 000 multiple in ex(,-ess thereof. if neur� sary ts..., accc"lrrniodate a prior redemption of Bonds, the Bonds may be in denominations of less than 5 l0 ) In integral multiples.les of $1, 00 7 Notwithstanding any provisions hereof or of the Bond esoli,mion, however, the obligation n of the issuer to make money available to pay this Bond may be de.fdased by the deposit of money EXHIBIT PAGE and/or certain direct or indirect Government Obligations u en for such purpose as described in the Pond Resolution. The Bonds are subject special optional redemption prior to maturity, in whole or in part, on any Interest Payment Date upon payment of the applicable Redemption ption Price which shall consists of the principal amount of the Bonds so redeemed, without premium, plus accrued interest, if any, ears.. the Bonds so redeemed from the most recent Interest Payment data to the applicable redemption date without premium ftorn proceeds received by the Issuer from: ( ) If and to the extent on m:;r after the commpilet: on of the Project, upon direction ion given to the Pegist:rar by the Issuer, ; amounts transferred from the Acquisition Fund for such purpose; (il) the prepayment of any Assessment by the owner of any Assessed Property; (l.il) the: proceeds of any foreclosure sale of any Assessed Property due to a failure to pay an Assessment installment, to the extent. such foreclosure sale proceeds are not used to replenish the Debt Service Reserve e to an amount equal to the Reserve Fund Requirement; or (iv) from amounts transferred from the Debt Service Deserve, if and to the extent the amount held its the Peet Service Reserve, together with the amount Geld in the Bond Fund, is sufficient to pay the Redemption ion Price of all Bonds Outstanding on the applicable redemption mitre The Bonds maturing on or after July 1, 20 are subject to optional redemption on or after July 1, 20 , t, the option of the Iss .fer, in whole on any date or, from me to time, in hart on any Interest Payment Data as randomly determined by the Registrar within the applicable maturity upon not more than sixty 0) and not leas than thirty 2 ) days` prior notice, upon payment of the applicable Redemption Price which will consist of the principal amount of the Bonds so redeemed plus accrued interest, if any, on the fonds so red e red from the most recent Interest Payment fate to the applicable le redemption date, without premium. If less than all of the Bonds of a maturity are to be redeemed, the Bonds to be redeemed shall be selected by such random method as DTC, in its sole discretion, deems fair and appropriate, so long as the book- entry-only system is in effect. The finds maturing on July I of the years 20 will be subject td mandatory sinking fund redemption, ad._.._ randomly determined by the Registrar within the applicable maturity, on the following redemption dares and in the following amounts upon payment of the Redemption pt on Price, which will. consist of the principal amount of the ponds so redeemed plus accrued merest, on the Ponds so redeemed from the most recent Interest Payment Late to the applicable redemption iatwe but without. premium: EXHIBIT PAGE 4 OF 9 Redemption Principal Date ({July 1) Amount (maturity) Whenever Bonds are redeemed (other than pursuant mandatory redemption) or are: delivered to the Registrar for cancellation, the principal amount of the Bonds Of srr h maturity s retired shall satisfy and be credited against the mandatory redemption for such maturity on a pro rate basis, to the extent practicable; provided, however, that each remaining mandatory payment shall be :in an amount which is an authorized denomination. Notice of redemption shall be mailed not less 'than thirty (30) nor more than sixty ( Cl) stays priers: to the date fixed for redemption earwig Holder of Bonds to be redeemed, at the address appearing in the Register. Bonds s may be redeemed in integral multiples of ` 1., 000. Bonds (or portions thereof) for whose redemption and payment provision is rude in accordance with the Bond Resolution shall thereupon cease to be entitled to the benefits of the Barre Resolution and shall cease to bear interest from and after.. the elate fixed for redemption. If less than all. the outstanding Bonds are to be redeemed, the particular Bonds of a maturity to be redeemed shall be determined by DTC pursuant to its procedures. The Bonds shall initially be i.sasrr d as s single fully- registered brand for each maturity and so lamp as the ownership of the Bands is maintained in the book-entry-only system by DTC or s nominee thereof, this Bond may be transferred in whole but not in part only to Bi t. or a nominee thereof or to successor to DTC or its noutinee. Neither the Issuer near the Baying Agent will have any responsibility or obligation to any Direct Participant, Indirect Participant or any Beneficial Owner or any other person not shown on - the registration books of the i tr r as being a Holder with respect to: (1 ) the Bonds ( the accuracy of any records RESOLUTION NO. 2024-010 SVCFDNO. 1. EXHIBIT maintained by DTC or any direct Participant or Indirect Participant; the timely or ultimate payment by DTC or any Direct Participant or Indirect Participant of any amount dud to any Beneficial Owner In respect: of the principal or Redemption Price of or Interest on the d t l the delivery by any Direct Participant or Indirect Participant of any notice to any Beneficial Owner r which is required or permitted under the terms of the Bond Resolution to be iven to the old 5) the selection of the Beneficial Owner to receive payment In the event of and; partial redemption of the Bonds; or any consent given or other action taken 1" y DTC as the Holder. No covenant or agreement contained in the Bonds or in the Bond Resolution shall be deeded to be the covenant or agreement of any elected or appointed official, officer, agent, servant or employee of the Issuer in his or her individual capacity or of :any officer, director, agent, servant or employee of the Registrar ' or the Paying Agent in his or her individual capacity, and neither the members of the Board of Directors of the Issuer nor any official. executing the Bonds, including any officer or employee of the Registrar or the Paying Agent, shall be liable personally lly on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. The Issuer , the Registrar, the Paying Agent, and any agent, of any of there may treat the person in whose name this Bond is registered as the onset hereof" for the purpose of receiving payment as Herein provided and for all. other .purposes, whether or not this Bead be overdue, and noire of the Issuer, the Registrar, the Paying Agent, and any such agent shall- be affected by notice to the contrary. t is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond have been performed, exist: , and have been done, in regular and dries time form, and manner, as required by law, and that the Assessments ents from which.c:h said Bond; are to be paid are first liens on the Assessed Property, subject only to the lien for general manes and prior special assessments. In case any provision in this Fond or any application thereof shall be invalid, Illegal:, or unenforceable, the validity, legality, and enforceability of the rdiral.ning provisions a nct applications shall not in any way be affected or unpaired thereby. This Bond shall, be construed in accordance with and governed by the :lams of the Mate of Arizona and the federal laws of the United States of Pirwerica . RESOLUTION ION NO. 024-- 10 SVCFD NO. l EXHIBIT PAGE 6 OF IN WIT WHEREOF, the Issuer has caused this Bored to be duly executed by the Chairman of its Board of Directors and attested by its District Clerk, which signatures may be manual by facsimile i t.ures. FACILITIES DISTRICT NO.SUPERSTITION VISTAS COMMUNITY Chairman, Board of Directors ATTEST. Date*District Clerk 024 . EXHIBIT PAGE 7 Off' --- -- - --- - - -- CERTIFICATE OF AUTHENTICATION This Bond Is one of the Superstition Vista; Community Facilities District o. (Apache Unction, Arizona) Assessivient Area No. 4 Special Assessment Bonds, Series 2024, described in the U.S.Bond Resolution mentioned herein. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Registrar By_ �. Authorized Representative Este. 2024 . - - -- - -- -- --- -- -- -- --- -- ---- -- -- ----- -- --- -- - -- - - --- --- - - - -- -- - -- -- - -- - --- - - -- E SOLUT IO NO. 2024-010 SVCFDNO. I EXHIBIT PAGE F The following abbreviations, when used in the inscription on the face of the within bond, shall be construed though they were written out in f U1 I according to applicablelaws or regulations: TEW ENT as tenants by the entireties Cc t.. xr 1,&4 - as joint tenants with right of s;..:€ ,.radian for mincsr s survivorship and not as tenants in cciimion t.dradu lartrt_=r; r (After rx ansf�r.. t, tact n.rw„'�It._t o f # td e) Additional. abbreviations may also be used though not in the above list. ASSIGNMENT R VALUE RECEIVED the undersigned hereby sells, assigns* and transfers Sara (Print or typewrite name, address, and zip code of transferee: ) (Print or typewrite ci Security or other r identifying number of transferee: the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (Print or typewrite name ofattorney) _. � attorney, to transfer the within Bond on the books kept t for ;regi tl tion thereof, with full poorer of substitution in the premises. T ED Signature sFttaatantee should be made by a NOTIM The signature(s) on this assignment must t,raaarantnr institution participating in the correspond wixh a.t`ass na ejs; of the Registered c"ss,ne Iecuritie5 Tran-sf:r Agents Medallion Program appearing on the face of the within Bond in n,rnx or in such other guarantee program acceptable particular, to the Registrar, ALL FEES AND TRANSFER COSTS SHALL BEPAID BY THE TRANSFEROR EXHIBIT AGE 9 OF' SUPERSTITION VISTAS CFQ NO 1 . ROLL CALL DATE: TIME: YES Excl1SED NO CHAIRPERSON WILSON VICE CHAIRPERSON SCHROEDER BOARDMEMBER CROSS BOARDMEMBER HECK BOARDMEMBER JOHNSON BOARDMEMBER NESSER BOARDMEMBER SOLLER District Manager Bryant Powell Assistant District Manager Matt Busby District Clem. Jennifer Pena Deputy District Clerk Evie McKinney District Attorney Joel Stern District Director Mike Loggins District Controller Connie Chew District Administrative Assistant Rita Vineyard District Billing Supervisor Stacey Ramirez District Treasurer Angelie Hawley Utility Director Ted Wolff District Project Manager Charles Briggs District Comm/ rktg.Director Kayla Fulmer Finance Kimberly Heldt S:\Templates&Forms\Roll Call-SVCFD NO 1 and 2 Attendance.doc SUPERSTION VISTAS T ROLL CALL MOTION N Y. SECONDED BY: AV— YES NO � ABSTAINED i i BOARD MEMBERS: VICE CHAIRPERSON I SCIIROEI ER BCARIMEMBER NESSER BOARDMEMBER HECK " BOARDIVIEMB CAE ___... _ BQARDMEMBER J ?HlSON _�..._DME BC ARI MEMBER CROSS CHAIRPERSON 7N WI1MSON UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL Vote sheet"` s:\templates&forms\vote call®svcfd no 1.dde SUPERSTION TROLL CALL NOTES: �gc Ike w ITEM## 3 MEETING OF_ MOTION Y: A SECONDEDBY YES NO ABSTAINED BOARD MEMBERS. VICE CHAIRPERSON SCREIR __:.._ B ; RDMEMBER LESSER B ARDMEMBER HECK R MEMBER SOLLER BOARDIVIEMBER.I( HNON B 7 R IMEMBER CROSS TOTAL —UNANIMOUS, IN FAVOR OPPOSED _ ABSTAINED t TOTAL Vote sheet s' s:\templates&forms vote call-svcfd no i.docx SUPERSTION VISTAS F 1. VOTE - E CALL NOTES: ITEM # MEETING OF MOTION BY: Afd-), SECONDEDBY: YES NO ABSTAINED BOARD MEMBERS VICE CHAIRPERSON SCHRC EDER Bt ARDMEMBER NE ER I BOARDMEMBER NECK BOARDMEIVIBER S LLER BC ARDMEMBER JOHNS ON BOARI IVIEMBER CROSS CHAIRPERSON WILSt N TOTAL UNANIMOUS IN FAVOR OPPOSED _ABSTAINED TOTAL Vats sheet s;\templates&forms vote call=svcfd no i.docx CITY OF APACHE JUNCTION SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. Tuesday, September 17, 2024 A. CALL TO ORDER I would like to call the Superstition Vistas Community Facilities District No. Meeting o September 17, 2024,to order and ask everyone to put their cell phones on silent. B. ROLL CALL C. AGENDA 1, Consideration of approval of the minutes of the special meeting of August 20, 2024. Do I have a motion? wait for the motion and the end. Roll Call . Presentation, discussion, and PUBLIC HEARING on the final assessment for Superstition Vistas Community Facilities District No. 1, Assessment Area No. 4; Call on Zach Sakas, CFD I will now open the public hearing. public can speak for 5 min. Would anyone like to speak on these items? Any discussion among the Board? I will now close the public hearing. There is no motionthis item. 3. Presentation, discussion and consideration of Resolution No. 2 4-009 S V C F D No. 1. Call can Zah Any discussion among the board? Board can discuss. Do I have a motion? Wait for the motion and second. Roll Call . Presentation, discussion, and consideration of Resolution N©.2024-D24 S V C F D No. 1. Call can Zac Any discussion among the board? Board can discuss: Do I have a motion' Wait for the motion and second.. Roll Call E. DISTRICT MANAGER REPORT--(none) F. DISTRICT DIRECTOR REPORT- (none) G. DISTRICT TREASURER REPORT--(none) N. ADJOURNMENT Meeting Adjourned. 09/171/2024 MOTIONS ITEM NO. 1 --APPROVAL OF MINUTES I MOVE THAT the minutes of the August 20, 2024, Special Meeting BE.- (APPROVED) or(DENIED). ITEM NO. 3 MOVE THAT RESOLUTION No. 2024-000 SVCFD No.1 a RESOLUTION of the Board of Directors of Superstition Vistas Community Facilities District No. °I approving the assessment, and the proceedings heretofore had and taken for the Superstition Vistas Community Facilities District No: 1 Assessment Area No. 4, determining the work has been completed in accordance with the plans and specifications, and ordering the collection of the amount assessed BE (APPROVED) or(DENIED). ITEM NO. 4 I MOVE THAT RESOLUTION No. 20 4-010 SVCFD No 1 a RESOLUTION of the Board of Directors of the Superstition Vistas Community Facilities District No. 1 authorising the issuance of its Assessment Area No. 4 Special Assessment Bonds, Series 2024, in the aggregate original principal amount of not to exceed 1,660,000;approving the form and authorizing the execution and delivery of a bond registrar, transfer agent and paying agent contract, a purchase contract relating to the Fonds, a continuing disclosure undertaking, and certain other documents securing the payment of or relating to the bonds; ratifying and approving a preliminary official statement relating to the bonds; approving a final official statement relating to the bonds; awarding the bonds to the purchaser thereof; appointing a registrar, transfer agent and paying agent for the bonds; and authorizing the taking of other actions securing the payment of and relating to the bonds BE: (APPROVED) or(DENIED):