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HomeMy WebLinkAbout2024 04.16 SVCFD 2 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. 2 Tuesday,April 16,2024 6:00 PM City Council Chambers A. Call to Order B. Roll Call C. Agenda Items 1. 24-211 Approval of minutes of special meeting of March 19, 2024. Sponsors: Matt Busby Attachments: SpecialMeetinaMinutes March 19,2024 2. 24-21 S Presentation, discussion, and public hearing on the final assessment for the Superstition Vistas Community Facilities District No. 2, Assessment Area No. 1. Sponsors: Matt Busby Attachments: RES-2024-003 SVCFD No.2 AA No. 1 -Resolution Approving 3. 24-225 Presentation, discussion and consideration of Resolution No. 2024-003 SVCFD No. 2, a resolution of the district board of Superstition Vistas Community Facilities District No. 2 approving the final assessment for Assessment Area No. 1, determining that the work has been completed in accordance with the approved plans and specifications, and ordering the collection of the assessment in Assessment Area No. 1. Sponsors: Matt Busby Attachments: RES-2024-003 SVVFQ No. 2 AA No. 1 -Resolution Approving City of Apache Junction,Arizona Page 1 Printed on 411112024 Superstition Vistas Community Special Meeting Agenda April 16,2024 Facilities District No.2 4. 24-232 Presentation, discussion and consideration of Resolution No. 2024-004 SVCFD#2, a resolution of the district board of Superstition Vistas Community Facilities District No. 2, authorizing the issuance of the District's Assessment Area No. 1 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: Matt Busby Attachments: RFS-2024-004 SVCFD No,2 AA 1 Special Assessment Bond 696097230 v 1 SVCFD No.2 -CQU and Tax Compliance Pro 696440810 v 1 ACR SVCFD NO, 2 AA 1 Special Assessment AMERICAS 1100499664 v2-SVCFD No.2 AA 1 -Bond PurcN POS SVCFD2 AA1 SAB Srs 24 3-25-24 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 clerWdistrict 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 411112024 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 1. File ID: 24-211 Sponsor: Matt Busby Agenda Date:4/16/2024 Index: In Control: Superstition Vistas Community Facilit Approval of minutes of special meeting of March 19, 2024. City of Apache Junction,Arizona Page 1 Printed on 411112024 City of Apache Junction, 300 Arizona 00 E Su unpcil Chamber erstition Blvd Apache Junction,AZ 85119 Special Meeting Minutes apachejunctionaz.gov Superstition Vistas Community Ph:(480)982-8002 Facilities District No. 2 Tuesday,March 19,2024 6:00 PM City Council Chambers A. Call to Order Chair Wilson called the meeting to order at 6:25 p.m. B. Roll Call Present 6- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Soller,and Boardmember Cross Excused 1 - Boardmember Nesser Staff in attendance: Bryant Powell, District Manager Matt Busby, Assistant District Manager Joel Stern, District Attorney Jennifer Pena, District Clerk Evie McKinney, Deputy District Clerk Angelie Hawley, District Treasurer Kimberly Heldt, District Purchasing Administrator Casey Roets, District Management Analyst Sidney Urias, District Planning Manager Eli Richardson, District Management Analyst Rob Wisler, District Management Analyst C. Agenda Items Approval of minutes of special meeting of December 19, 2023. Chair Wilson called for a motion. Boardmember Johnson moved. Boardmember Schroeder seconded. Yes: 6- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Soller and Boardmember Cross No: 0 Excused: 1 - Boardmember Nesser 2, Presentation, discussion and public hearing on the feasibility report for a proposed project to be financed by the issuance of the Superstition Vistas Community Facilities District No 2. Assessment Area No. 1 Special Bond. Chair Wilson opened the public hearing at 6:29 p.m. No members of the public were present and wanted to speak.Chair Wilson closed the public hearing at 6:29 p.m. Zach Sakas Esq. of Greenberg Trauig, LLP, outside counsel for the Superstition Vistas City of Apache Junction,Arizona Pagel Superstition Vistas Community Special Meeting Minutes March 19,2024 Facilities District No.2 Community Facilities District No. 2 presented the feasibility report. 3. Presentation, discussion and consideration of Resolution No. 2024-001 SVCFD No. 2, a resolution of the district board of the Superstition Vistas Community Facilities District No. 2 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. 1; and ordering the public infrastructure projects performed. Chair Wilson called for a motion. Boardmember Heck moved.Seconded by Boardmember Johnson. Yes: 6- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Soller and Boardmember Cross No: 0 Excused: 1 - Boardmember Nesser Zach Sakas, Esq. presented the resolution to the board. 4. Presentation, discussion and consideration of Resolution No. 2024-002 SVCFD No. 2, a resolution of the district board of Superstition Vistas Community Facilities District No. 2 approving the levying of an assessment and assessment diagram for Assessment Area No. 1 within the district. Chair Wilson called for a motion. Boardmember Soller moved.Boardmember Johnson seconded. Yes: 6- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Soller and Boardmember Cross No: 0 Excused: 1 - Boardmember Nesser Zach Sakas, Esq. 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 G. Adjournment Chair Wilson adjourned meeting at 6:32 p.m.Next meeting scheduled for April 16,2024 at 6 p.m. ACCEPTED THIS DAY OF 2024, BY THE CHAIR PERSON AND DISTRICT BOARD OF THE SUPERSTITION VISTAS COMMUNITY City of Apache Junction,Arizona Page 2 Superstition Vistas Community Special Meeting Minutes March 19.2V24 Facilities District No.2 FACILITIES DISTRICT NO. 2 , (CITY OF APACHE JUNCTION, ARIZONA). SIGNED AND ATTESTED TD THIS DAY OF . 2024. VVALTER''CH|P''VV|LS[}N Chairperson ATTEST: JENN|FERPENA District Clerk SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2MINUTES CERTIFICATION | hereby certify that the foregoing minutes are a true and correct copy of the minutes of the special meeting of Superstition Vistas Community Facilities District No. 2 of the City of Apache Junction, Arizona, held nn the 10th day of March, 2024. | further certify that the meeting was duly called and held and that a quorum was present. Dated this day of . 2024. JENN|FERPENA District Clerk City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.2. File ID: 24-218 Sponsor: Matt Busby Agenda Date:4/16/2024 Index: In Control: Superstition Vistas Community Facilit Presentation, discussion, and public hearing on the final assessment for the Superstition Vistas Community Facilities District No. 2, Assessment Area No. 1. City of Apache Junction,Arizona Page 1 Printed on 411112024 RESOLUTION NO. 2024-003 SVCFD NO. 2 RESOLUTION OF THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 APPROVING THE ASSESSMENT AND THE PROCEEDINGS HERETOFORE HAD AND TAKEN FOR THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 ASSESSMENT AREA NO. 1, DETERMINING THE WORK HAS BEEN COMPLETED IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS; AND ORDERING THE COLLECTION OF THE AMOUNT ASSESSED. WHEREAS, the Board of Directors of the Superstition Vistas Community Facilities District No. 2 (the "District" ) initiated W the establishment of Assessment Area No. 1 (the "Assessment Area No. 1" ) , (ii) the acquisition and/or construction of certain public infrastructure and public infrastructure purposes (the "Project" ) as described in Resolution No. 2024-001 SVCFD No. 2 (the "Resolution of Intel2tion" ) adopted by the District on March 19, 2024 , (iii) the financing of said Project, a Debt Service Reserve and Incidental Expenses (each as defined in the Resolution of Intention) with the District' s special assessment bonds, and (iv) ordered the design, acquisition and construction of such Project as contemplated by 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 in the Resolution of Intention) , the owners of all of the real property within the Assessment Area No. 1 consented to the inclusion of all of the real property in the Assessment Area No. 1, subject to later deletions of real property relating to non- developable and publicly owned land and other modifications, and acknowledged the levy of an assessment, as provided by law, in an amount not to exceed $1, 939, 000 for the purpose of financing the Project , the Debt Service Reserve and Incidental Expenses; and WHEREAS, an assessment in the amount of $1, 939, 000 was prepared, which resulted in a total assessment certified to bond in the amount of $1, 939, 000 (the "Assessment" ) and a warrant has been prepared as provided by law and the District' s Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. 1 Special Assessment Bonds, Series 2024 , in an amount not to exceed $1, 939, 000, have been or shall be issued and sold; and RESOLUTION NO. 2024-003 SVCFD NO. 2 PAGE 1 OF 3 WHEREAS, 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 Assessment Area No. 1 as the names appear upon the tax roll and such hearing has been held; and WHEREAS, no objections to the District Engineer' s determination that all work relating to the Project has been completed in accordance with the plans and specifications have been filed or presented at the hearing; and WHEREAS, the District Engineer has caused to be prepared an estimate of all costs anticipated to be incurred in connection with the acquisition and construction of the Project, including the Debt Service Reserve and the Incidental Expenses related thereto; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 , AS FOLLOWS : SECTION' l The work relating to the Project as described in the Resolution of Intention has been completed in accordance with the plans and specifications and is hereby accepted as complete . SECTION 2 Any and all objections to the Assessment, the legality of the Assessment and the legality of all proceedings related to the Assessment Area No. 1 are hereby overruled. The Assessment for the Assessment Area No. 1 in the amount of $1, 939, 000 as so made is hereby fully and finally confirmed and approved. SECTION 3 All acts of the District Clerk, the District Engineer, the Superintendent of Streets and any person acting for such officials in setting the date for the hearing on the Assessment and causing notice thereof to be mailed is hereby ratified -and confirmed. SECTION 4 The Superintendent of Streets is hereby directed to request the District Treasurer to collect the Assessment that has been levied against the real property in 'the Assessment Area No. T. for an amount not greater than the grand total of costs set forth in the Assessment . RESOLUTION NO. 2024-003 SVCFD NO. 2 PAGE 2 OF 3 SECTION 5 With respect to any Assessment that special assessinent bonds are issued against, the District Treasurer shall cause the Assessment to be billed and collected in installment payments sufficient to pay the amounts due on any bonds that are secured by such Assessment . The Assessment shall be collected and, if necessary, foreclosed in accordance with Arizona Revised Statutes § 4:8-601, et seq. , as amended, and in accordance with the Waiver. SECTION 6 All acts of the District Manager, the District Clerk, the District Treasurer, the District Engineer and the Superintendent of Streets, and any person acting for such officials in furtherance of this resolution or in the collection of the Assessment, are hereby approved, ratified and confirmed. PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 , THIS DAY OF APRIL, 2024 . SIGNED AND ATTESTED TO THIS DAY OF APRIL, 2024 . --1111-1-1 11............... ............ WALTER "CHIP" WILSON Chairman, Board of Directors ATTEST: ATE. NIFER PENA District Clerk APPROVED AS TO FORM: --,- -4--------------- RICHARD JOEL STERN District Counsel RESOLUTION NO. 2024-003 SVCFD NO. 2 PAGE 3 OF' 3 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 3. File ID: 24-225 Sponsor: Matt Busby Agenda Date:4/16/2024 Index: In Control: Superstition Vistas Community Facilit Presentation, discussion and consideration of Resolution No. 2024-003 SVCFD No. 2, a resolution of the district board of Superstition Vistas Community Facilities District No. 2 approving the final assessment for Assessment Area No. 1, determining that the work has been completed in accordance with the approved plans and specifications, and ordering the collection of the assessment in Assessment Area No. 1. City of Apache Junction,Arizona Page 1 Printed on 411112024 RESOLUTION NO. 2024-003 SVCFD NO. 2 RESOLUTION OF THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 APPROVING THE ASSESSMENT AND THE PROCEEDINGS HERETOFORE HAD AND TAKEN FOR THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 ASSESSMENT AREA NO. 1, DETERMINING THE WORK HAS BEEN COMPLETED IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS; AND ORDERING THE COLLECTION OF THE AMOUNT ASSESSED. WHEREAS, the Board of Directors of the Superstition Vistas Community Facilities District No. 2 (the "District" ) initiated W the establishment of Assessment Area No. 1 (the "Assessment Area No. 1" ) , (ii) the acquisition and/or construction of certain public infrastructure and public infrastructure purposes (the "Project" ) as described in Resolution No. 2024-001 SVCFD No. 2 (the "Resolution of Intel2tion" ) adopted by the District on March 19, 2024 , (iii) the financing of said Project, a Debt Service Reserve and Incidental Expenses (each as defined in the Resolution of Intention) with the District' s special assessment bonds, and (iv) ordered the design, acquisition and construction of such Project as contemplated by 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 in the Resolution of Intention) , the owners of all of the real property within the Assessment Area No. 1 consented to the inclusion of all of the real property in the Assessment Area No. 1, subject to later deletions of real property relating to non- developable and publicly owned land and other modifications, and acknowledged the levy of an assessment, as provided by law, in an amount not to exceed $1, 939, 000 for the purpose of financing the Project , the Debt Service Reserve and Incidental Expenses; and WHEREAS, an assessment in the amount of $1, 939, 000 was prepared, which resulted in a total assessment certified to bond in the amount of $1, 939, 000 (the "Assessment" ) and a warrant has been prepared as provided by law and the District' s Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. 1 Special Assessment Bonds, Series 2024 , in an amount not to exceed $1, 939, 000, have been or shall be issued and sold; and RESOLUTION NO. 2024-003 SVCFD NO. 2 PAGE 1 OF 3 WHEREAS, 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 Assessment Area No. 1 as the names appear upon the tax roll and such hearing has been held; and WHEREAS, no objections to the District Engineer' s determination that all work relating to the Project has been completed in accordance with the plans and specifications have been filed or presented at the hearing; and WHEREAS, the District Engineer has caused to be prepared an estimate of all costs anticipated to be incurred in connection with the acquisition and construction of the Project, including the Debt Service Reserve and the Incidental Expenses related thereto; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 , AS FOLLOWS : SECTION' l The work relating to the Project as described in the Resolution of Intention has been completed in accordance with the plans and specifications and is hereby accepted as complete . SECTION 2 Any and all objections to the Assessment, the legality of the Assessment and the legality of all proceedings related to the Assessment Area No. 1 are hereby overruled. The Assessment for the Assessment Area No. 1 in the amount of $1, 939, 000 as so made is hereby fully and finally confirmed and approved. SECTION 3 All acts of the District Clerk, the District Engineer, the Superintendent of Streets and any person acting for such officials in setting the date for the hearing on the Assessment and causing notice thereof to be mailed is hereby ratified -and confirmed. SECTION 4 The Superintendent of Streets is hereby directed to request the District Treasurer to collect the Assessment that has been levied against the real property in 'the Assessment Area No. T. for an amount not greater than the grand total of costs set forth in the Assessment . RESOLUTION NO. 2024-003 SVCFD NO. 2 PAGE 2 OF 3 SECTION 5 With respect to any Assessment that special assessinent bonds are issued against, the District Treasurer shall cause the Assessment to be billed and collected in installment payments sufficient to pay the amounts due on any bonds that are secured by such Assessment . The Assessment shall be collected and, if necessary, foreclosed in accordance with Arizona Revised Statutes § 4:8-601, et seq. , as amended, and in accordance with the Waiver. SECTION 6 All acts of the District Manager, the District Clerk, the District Treasurer, the District Engineer and the Superintendent of Streets, and any person acting for such officials in furtherance of this resolution or in the collection of the Assessment, are hereby approved, ratified and confirmed. PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 , THIS DAY OF APRIL, 2024 . SIGNED AND ATTESTED TO THIS DAY OF APRIL, 2024 . --1111-1-1 11............... ............ WALTER "CHIP" WILSON Chairman, Board of Directors ATTEST: ATE. NIFER PENA District Clerk APPROVED AS TO FORM: --,- -4--------------- RICHARD JOEL STERN District Counsel RESOLUTION NO. 2024-003 SVCFD NO. 2 PAGE 3 OF' 3 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.4. File ID: 24-232 Sponsor: Matt Busby Agenda Date:4/16/2024 Index: In Control: Superstition Vistas Community Facilit Presentation, discussion and consideration of Resolution No. 2024-004 SVCFD#2, a resolution of the district board of Superstition Vistas Community Facilities District No. 2, authorizing the issuance of the District's Assessment Area No. 1 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 411112024 RESOLUTION NO. 2 024-004 SVCFD NO. 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 AUTHORIZING THE ISSUANCE OF ITS ASSESSMENT .AREA NO. 1 SPECIAL ASSESSMENT BONDS, SERIES 2024 , IN THE AGGREGATE ORIGINAL PRINCIPAL AMOUNT OF NOT TO EXCEED 1, , 0 0 ; 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 BONDS, A CONTINUING DISCLOSURE UNDERTAKING, AND CERTAIN OTHER DOCUMENT'S SECURING THE PAYMENT OF OR RELATING TO THE BONDS; RATIFYING AND APPROVING A PRELIMINARY OFFICIAL STATEMENT RELATING TO THE BONDS; APPRtOVING 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; AUTHORIZING THE TAKING OF OTHER ACTIONS SECURING THE PAYMENT OF AND RELATING TO THE BONDS; AND ADOPTING WRITTEN POLICIES D PROCEDURES FOR. TAX-ADVANTAGED OBLIGATIONS AND PROCEDURES FOR COMPLIANCE WITH CONTINUING DISCLOSURE UNDERTAKINGS . BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 AS FOLLOWS : SECTION 1 FINDINGS A. Pursuant to Title 48, Chapter 4 , Article 6 of the Arizona Revised Statutes, as amended (the "Enabling Act" ) , the Waiver Agreement (as defined herein.) and Resolution No. 2024-001 SVCFD No. 2 adopted on March 19, 2024 (the "Resolution of Intention" ) , the Hoard of Directors (the "District Board" ) of the Superstition Vistas Community Facilities District No. 2 (the "District" ) has formed. Assessment Area No. 1. (the "Assessment Area No. Tfd ) and declared its intention to; (i) acquire certain public infrastructure and public infrastructure purposes and pair costs and expenses related thereto, including funding capitalized interest and a debt service reserve fund (collectively, the "Project" ) , (ii) assess the costs and expenses of the Project upon certain benefited real property within the boundaries of the Distract as described in the Resolution of Intention, (iii) issue the District' s Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. 1 Special Assessment Bonds, Series RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 1 OF 26 2024 (the ""Bonds" ) , to finance the Project and (iv) order the Project performed as described in the Resolution of Intention.® B. Pursuant to the terms and provisions of the Superstition Vistas Community Facilities District No. 2 Waiver and Development Agreement Pertaining to the To Be Formed Assessment Area No. 1, dated as of March 7, 2024 , and recorded March 7, 2024 with the Pinal County, Arizona, Recorder at Fee No. 2024-016784 (the "Waiver Agreement" ) , Brookfield ASLD 8500 LLC (the "Developer" ) , Brookfield Homes Holdings LLC ( "Brookfield Homes" ) , the owners of all real property to be assessed within the boundaries of Assessment Area No. 1, and any other persons who have an interest in the real property to be assessed within the boundaries of Assessment Area No® 1 (collectively with Brookfield Homes and the Developer, the "Owner" ) have waived, among other things, certain requirements relating to the notices, protests and, hearings relating to, among other things, the formation of the Assessment Area No. 1, levying of the Assessments (as defined herein) and the time period for cash payments . C. The District 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 useful to understand the Project, a map 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, a map or description of the area to be benefited. by the Project, and a. plan and expected method for financing the Project, including the nature and timing of the issuance of the Bonds (the "Report" ) . A public hearing on the Report was held March 19, 2024 , as provided by law, 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, 2024-002 SVCFD NO. 2 on March 19, 2024 , approving the assessment diagram and the levying of an assessment (the "Assessment" or the "Assessments" ) against the real property within the boundaries of Assessment Area No. 1 in the amount of $3 , 500 . 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 other agreements by the Owner, the Owner waived the requirement for notices of cash demands, the RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 2 OF 26 opportunity to make cash payments and requested the unpaid Assessments go to bond. E. Pursuant to the terms and provisions of the Waiver Agreement, the Owner, among other things, approved the : (i) proceedings relating to the Assessment and the Bonds, (ii) Assessment and assessment diagram, (iii) assessment methodology, (iv) method of collection and foreclosure of Assessments and (v) terms of the Bonds . F. The District Board 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 . Co Pursuant to the Enabling Act, the District has also determined to enter into a Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of May 1, 2024 , or such other date as set forth in the hereinafter defined. Purchase Contract for the sale of the Bonds (the "RegistrarlPaying Agent: 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 case may be) , to process the issuance, registration, transfer and payment of the Bonds . The District Board 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 of the Registrar/Paying Agent Contract . H. The following documents are on file with the District Clerk and presented in connection herewith: (i) the proposed form of the Registrar/Paying Agent Contract, (ii) the proposed form of the Purchase Contract relating• to the Bonds (the "Purchase Contract" ) , by and between the District and Stifel, Nicolaus & Company, Incorporated (the "Underwriter" ) , (iii) the Preliminary Official Statement relating to the Bonds, dated the date thereof (the "Preliminary Official Statement" ) , and which, with such completions and changes as may be necessary, will constitute the form of the Official Statement for the Bonds (the "Final Official Statemel2t" ) , and (iv) the proposed form of Continuing Disclosure Undertaking relating to the Bonds, to be dated the date of delivery thereof (the "Undertaking" ) . (The documents described in clauses (i) , (ii) and (iv) of this paragraph are hereinafter referred to, collectively, as the "Bond Documents. " ) RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 3 OF 26 I . The District Board hereby finds and determines that : (i) the amount of the Bonds does not exceed the estimated cost of the Project plus all costs connected therewith, including the costs of issuance of the Bonds (collectively, the "Costs" ) , (ii) the Costs are less than or equal to the benefits derived from the Project and (iii) based upon an appraisal completed by Schn.epf Ellsworth Appraisal Group, LLC, dated March 6, 2024 , the value of each of the assessed parcels comprising the Assessment Area No. 1 is at least six (6) times the principal amount of the Bonds allocated to each such assessed parcel . J. Pursuant to the Internal Revenue Code of 1986, as amended (the "Code" ) , and the regulations promulgated. thereunder (the "Regulations" ) , issuers of obligations, the interest on which is intended to be excludable from the gross income of the owners thereof for federal income tax purposes (hereinafter referred to as "Tax-Exempt obligations" ) , are required to establish policies and procedures to ensure compliance with the applicable provisions of the Code and the Regulations, and the District Board has determined that procedures should be adopted in order to ensure that Tax-Exempt Obligations issued by the District comply with the provisions of the Code and the Regulations (hereinafter referred to as the "Tax Compliance Procedures" ) . K. Pursuant to Rule 15c2-12 of the Securities and Exchange Commission, as amended (the "Rule" ) , Participating Underwriters (as defined in the Rule) are required to reasonably determine that issuers have entered into written undertakings to make ongoing disclosure in connection with offerings of obligations to investors subject to the Rule and the District Board has determined that procedures should be adopted in order to document practices and describe various procedures for preparing and disseminating such ongoing disclosure for the benefit of the holders of the obligations of the District and to assist the Participating Underwriters in complying with the Rule and such written undertakings (hereinafter, together with the Tax Compliance Procedures, referred to as the "Procedures" ) . L. The Procedures have also been placed on file with the District Clerk and presented to the District Board. RESOL313TION NO. 2024-004 SVCFD NO. 2 PAGE 4 OF 26 SECTION 2 APPROVAL OF ISSUANCE AND SALE OF BONDS; PAYMENT OF.--BONDS A. The Bonds are hereby authorized to be issued as a series of tax-exempt special assessment bonds of the District to be designated "Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. 1 Special Assessment Bonds, Series 2024. 11 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, 939, 000, shall be in fully registered form only, shall be dated as of their date of initial issuance, shall bear interest at the rate or rates set forth in the Purchase Contract (not to exceed 10 . 00) from their date and shall mature on July 1 in some or all of the years 2025 through 2048 (provided that if the Bonds are issued after July 1, 2024 , the final maturity may be July 1, 2049) . Interest will be payable semiannually, commencing on January 1, 2025 (or on such other date as set forth in the Purchase Contract) and on each succeeding July 1 and January 1 (each such date shall be referred to as an "Interest Payment Date" ) during the term of the Bonds . 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, 000 integral multiple in excess thereof (or in such other denominations as described in the Purchase Contract) and shall be in fully registered form. If necessary to accommodate a prior redemption of Bonds 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 the principal corporate trust office of the Paying Agent . Interest due on the Bonds on each Interest Payment Date shall be payable by check mailed, when due, to the persons (the "Bondholders" ) in whose names the Bonds are registered by the Registrar at 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 Paying Agent is located (a "Business Day" ) ) next preceding the applicable Interest Payment RESOLUTION NO. 2024-004 SVCFD O. 2 PAGE 5 OF' 26 Date, or if such day is not a Business Day, the previous Business Day (the "Record Date" ) . C. In the event that interest is not paid on an Interest Payment Date, the Registrar shall 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 will be sent at least ten (10) days prior to the special record date, to the address of each Bondholder appearing on the Register (as such term is hereafter defined) . D. The Bonds shall have such additional terms and provisions as are set forth in the Purchase Contract and in the form of Bond attached hereto as Exhibit A, which is a part of this Resolution. SECTION 3 PRIOR REDEMPTION A. Special Optional Redemption All Bonds are subject to redemption prior to their stated maturity, in whole or in part, at random, at the option of the District, on any Interest Payment Date, 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 from the Acquisition Fund (as defined herein) for such purpose, (ii) the prepayment of any Assessment by the owner of any assessed real property, (iii) the proceeds of any foreclosure sale of any assessed real property due to a failure to pay an Assessment installment, to the extent such foreclosure sale proceeds are not used to replendsh the Debt Service Reserve to an amount equal to the Reserve Fund Requirement (as defined herein) or (iv) amounts transferred from the Debt Service Reserve in accordance with Section 12 (E) . Such proceeds shall be deposited with the Registrar and the Paying Agent at least two (2) Business Days prior to the date of redemption. The special optional redemption shall be at a redemption price of par plus interest accrued to the date of redemption, without premium. B. Optional Redemption The Bonds shall be subject to -- 7 call for redemption prior to their stated maturity dates, at the option of the District, on such dates and at such price (the "Redemption Price" ) as are set forth in the Purchase Contract . C. Mandatory Redemption' The Bonds shall be subject to mandatory redemption prior to their stated maturity dates, by RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 6 OF 26 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 are purchased, redeemed (other than pursuant to mandatory redemption) or are delivered by the District to the Registrar for cancellation, the principal amount of the Bonds so retired shall satisfy and be credited against any mandatory redemption requirements for the Bonds for such years on a pro rata basis, to the extent practicable; provided, however, that each remaining mandatory redemption payment shall be in an amount of at least $5 , 000 of principal . D. Notice of Redemption So long as the Bonds are held under the Book-Entry-Only System described below, notices of redemption will be sent to The Depository Trust Company ( "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 Registrar 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. Neither the failure of ITC 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 any redemption will also be sent 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 . If 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 RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 7 OF 26 by such date, the redemption shall be cancelled and be of no force and effect . E. Effect of Call for Redemption On the date designated for redemption by notice given as herein provided, the Bonds so called for redemption shall become and be due and payable at the Redemption Price provided for redemption of such Bonds on 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 Bonds shall 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 Bonds shall be deemed paid and no longer outstanding. F. Redemption cf_ Less Than A1,1 of a Bond The District may redeem an amount which is included in a Bond in integral multiples of $1, 000 . In that event, the registered Bondholder shall submit the Bond for partial redemption and the Paying Agent shall make such partial payment and the Registrar 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 Bondholder thereof . SECTION 4 FORM OF BONDS The Bonds shall be in substantially the form 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 approved by those officers executing the Bonds 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 Bond shall be dated the date of its authentication and registration. SECTION 5 EXECUTION OF BONDS AND OTHER DOCUMENTS A. Execution of Bonds The Bonds shall be executed for and on behalf of the District by the Chairman (or, if the Chairman is not available, then the Vice Chairman or any other member of the District Board) and attested by the District Clerk by their manual or facsimile signatures . If the signatures are affixed or imprinted by facsimile, the Chairman (or, if the RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 0 OF 26 Chairman is not available, then the Vice Chairman or any other member of the District Board) and the District Clerk shall execute a certificate adopting as their signatures the facsimile signatures appearing on the Bonds . If an officer whose signature is on a Bond no longer holds that office at the time the Bond is authenticated and registered, the Bond shall nevertheless be valid. A Bond shall not be valid or binding until authenticated by the 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. B. Other Documents The District Board hereby approves the form and orders and directs the execution of the Bond Documents, each in substantially the form presented to the District Board. The Chairman., the District 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 price 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 on behalf of the District . Execution of the documents by the Chairman, any member of the District Board, the District Manager or the District Treasurer 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 signatures by manual , mechanical or photographic means . SECTION 6 MUTILATED, LOST OR DESTROYED BONDS In case any Bond becomes mutilated or destroyed or lost, the Registrar 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 destroyed or lost, upon the registered Bondholder' s paying the reasonable expenses and charges 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 to the District and the Registrar that such Bond was destroyed or lost, and furnishing RESOLUTION NO. 2024-004 SVC FD NO. 2 PAGE 0 OF 26 the District and the Registrar with a sufficient indemnity bond pursuant to A.R. S . § 47-8405 , as 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 a public offering. The actual terms of 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 o upon the carder of the Underwriter upon receipt of payment therefor and satisfaction of the other conditions for delivery thereof in accordance with the terms of the sale and to indicate how such proceeds shall be deposited in the funds described in. Section €3 hereof . SECTION 8 FUNDS 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 the District and used only as provided herein. (i) Bond Fund, which shall include: (a) Principal Account; (b) Interest Account; and (c) Prepayment .Account . (ii) Acquisition Fund. (iii) Issuance and Expenses Fund. (iv) Debt Service Reserve. B. The money deposited to the various funds and accounts created hereby, together with all investments thereof and investment income therefrom, shall be held in trust by the District and applied solely as herein. provided. RESOLUTION NO. 2 0 2 4-0 0 4 S STC FD NO. PAGE 10 OF 2 SECTION 9 DEPOSITS TO AND APPLICATION OF BOND FUND A. At the applicable times set forth below, the District shall immediately deposit, or shall cause to be immediately deposited, to the Bond Fund to the credit of the applicable accounts : 1 . to the Principal and Interest Accounts, as applicable, upon. receipt, all amounts collected by or remitted to the District from the collections of the installments of principal and interest, respectively, on the Assessments; 2 . to the Prepayment Account, upon receipt, all 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 from any foreclosure sale of any assessed real property and not used to replenish the Debt Service Reserve to an amount equal 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 the case may be, amounts transferred from the Debt Service Reserve as hereinafter provided pursuant to Section 12 (B) , (D) and (F) ; 6 . to the Prepayment Account, any amounts transferred from the Debt Service Reserve as hereinafter provided pursuant to Section 12 (E) ; and 7 . such other funds as the District shall, from time to time, at its option deem advisable . B . The Principal, Interest and Prepayment Accounts of the Bond Fund shall be applied solely to pay principal of (including any mandatory redemption amount then due) , interest on and the Redemption Price with respect to the Bonds, respectively. SECTION 10 ACQUISITION F,UND A. The District shall deposit to the Acquisition Fund Bond proceeds in the amount provided in the District' s Certificate Relating to Federal Tax Matters relating to the Bonds (the "Tax Certificate" ) . RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 1.1 OF 26 B. The date of completion of the Project (the "Completion Date" ) shall be evidenced to the District by a certificate signed by the Developer stating that : 1 . The Project has been completed in accordance with the plans and specifications therefor (such certification can rely upon the opinion of an inspector or consultant retained by the Developer) 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 contractors and suppliers; and 2 . All other facilities necessary in connection with the Project have been constructed, acquired and installed in accordance with the plans and specifications therefor (such certification can rely upon the opinion of an inspector or consultant retained by the Developer) , and all costs of acquisition of the Project have been paid. C. Notwithstanding the foregoing, such certificate shall state that it is given. without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Within ten (10) days following the Completion Date, the District shall transfer any balance in the Acquisition Fund (except moneys retained for expenses not yet due and payable) into the Prepayment Account in the Bond Fund for application to the redemption of Bonds . D. Notwithstanding anything contained in this Section 10, on May 1, 2027 for such later date as described in the District' s Tax Certificate) , any amounts remaining in the Acquisition Fund shall be transferred to the Prepayment Account of the Bond Fund and applied to the redemption of Bonds . SECTION 11 ISSUANCE AND EXPENSES FUND The money 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 deposit Bond proceeds to the Issuance and Expenses Fund in the amounts provided in the Tax Certificate . Upon a request for disbursement, amounts on deposit in the Issuance and Expenses Fund shall be applied to pay a.11 costs of the issuance and sale of the Bonds identified in a request signed by any of the Chairman of the District Board, the District Manager or the District Treasurer. On October 1, 2024 (or such other date as RESOLUTION NO. 2024-004 SVCFD O. 2 PAGE 12 OF 26 described in the District' s Tax Certificate) , the District shall transfer any moneys in the Issuance and Expenses Fund to the Prepayment Account of the Bona Fund and direct the application of such transferred moneys to the redemption of Bonds . SECT.ION 12 DEBT SERVICE RESERVE A. The Distract shall deposit Brand proceeds to the Debt Service Reserve in the amount of the leaser of : (i) ten percent (10%) of the principal amount of the Bonds, (ii) one hundred. percent (100%) of the maximum annual debt service on the Bonds or (iii) one hundred twenty-five percent (125%) of the average annual debt service on the Bands, or such amount as required by the Cade, to obtain or maintain the exclusion of interest from gross income for federal income tax purposes for the Bonds, pursuant to an opinion of Band Counsel (as defined. herein) (the "Reserve Fund Requirement" ) , as provided in the District' s Tax Certificate B m Can, or, if either day is not a Business Day, before December 30, 2024 , and Tune 29, 2025 , and each. December 30 and. June 29 thereafter, the District shall, to the extent the moneys in 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 amount in the Bond Fund on 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 case may be C. If, after a Debt Service Reserve withdrawal., the Debt Service Reserve is less than the Reserve Fund Requirement, the District shall reimburse the Debt Service Reserve, to the extent moneys are realized, from either: (i) the proceeds from the sale of delinquent Assessments, which sales are conducted in the manner described in A.R.S . H 48- 01 through 4 -67, inclusive, as amended from time to time, provided, however, A.R. S. § 48-607 is revised. to require the sales proceeds to be deposited. to the Debt Service Reserve and, neither the Distract nor the City of Apache Junction, Arizona (the "City" ) , shall be required under any circumstances to purchase, or make any payment for the purchase of the delinquent Assessment and corresponding assessed parcel or lot; or (ii) excess amounts from installment payments on the ,Assessments, if any, provided, however, only to the extent that such excess portion of such installment payments is not required for the payment of principal of and interest can the Bonds . RESOLUTION O. 2024-004 SVC 'D NO. 2 PACE 13 OF 26 D® Any investment profits realized from the investment of moneys in the Debt Service Reserve shall remain in and be part of the Debt Service Reserve; provided, however, if moneys in the Debt Service Reserve are in excess of the Reserve Fund Requirement, such excess amount attributed to investment earnings shall be transferred to the Interest Account of the Bond Fund and applied from time to time pursuant to Section 9 hereof . E. If the amount held in the Debt Service Reserve 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 interest accrued on such Bonds as of such Interest Payment Date and any premium, the moneys shall be transferred to the Prepayment Account of the Bond Fund 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, 2025, 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 to pay the principal of or interest on the next succeeding Interest Payment Date after any transfer required pursuant to Section 12 (B) hereof, transfer from the Debt Service Reserve to the Principal and Interest Accounts of the Bond Fund the difference between the amount in the Bond Fund on such date and the amount necessary to pay the principal of and interest, respectively, on the Bonds on the next succeeding Interest Payment Date, as the case may be. SECTION 13 INVESTMENT OF AND SECURITY FOR FUNDS Money held for the credit of any fund or account herein created shall be invested pursuant to A.R. S . § 35-323 . SECTION 14 REGISTRAR AND PAYING AGENT Pursuant to the Registrar/Paying Agent Contract, the Registrar will maintain an office or agency where Bonds may be presented for registration of transfer and. the Paying Agent will maintain an office or agency where Bonds may be presented for payment . The District may appoint one or more co-registrars or one or more additional paying agents . The Registrar and the Paying Agent may make reasonable rules and set reasonable requirements for their respective functions with respect to the Bondholders . RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 14 OF 26 U. S . Bank Trust Company, National Association, Phoenix, Arizona, will act as the initial Registrar and the initial Paying Agent with respect to the Bonds . The District may change the Registrar or the Paying Agent without notice to or consent of the Bondholders and the District may act in any such capacity. Each Paying Agent will be required to agree in writing that the Paying Agent will hold in trust for the benefit of the Bondholders all moneys held by the Paying Agent for the payment of principal of and interest and any premium on the Bonds . The Registrar may appoint an authenticating agent acceptable to the District to authenticate Bonds . 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 Bonds (the "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 amount, maturity and rate of interest as the surrendered Bonds . Bonds presented to the Registrar for transfer after the close of business on the Record Date and before the close of business on the next subsequent Interest Payment Date will be registered in the narne of the transferee but the interest payment will be made to the registered Bondholders shown on the Register maintained by the Registrar as of the close of business on the Record Date. The Registrar may but need not register the transfer of a Bond which has been selected for redemption and need not register the transfer of any Bond for a period of fifteen (15) days before a selection of Bonds to be redeemed; if the transfer of any Bond which has been called or selected for call for redemption in whole or in part 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 will be delivered to the transferee along with the Bond or Bonds . The Registrar shall authenticate Bonds for original issue up to $1, 939, 000 in aggregate original principal amount upon the RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 15 OF 26 written 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 Bonds as to which the requirements of the Registrar and the District are met . The amounts 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 date shall be held in trust for the benefit of the owner of such Bonds . Amounts so segregated or deposited and held, in trust shall constitute a separate trust fund 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 Paying Agent for the payment of the principal of, premium, if any, or interest on the Bonds need not be segregated from other funds, except to the extent required by law. The District may at any time direct any Paying Agent to pay to the District all money held by such Paying Agent, such amounts to be held by the District upon the same trusts as those upon which such money was held by such Paying Agent, and, upon such payment by any Paying Agent to the District, such Paying Agent shall be released from all further liability with respect to such money. In the event any check for par-nent 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 or redemption date, if amounts sufficient to pay such interest or principal due upon such Bond shall have been made available to such Paying Agent for the benefit of the Bondholder thereof, it shall be the duty of such Paying Agent to hold such funds or invest the same in Government Obligations (as defined herein) , without liability for interest thereon, 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. Such obligation of the Paying Agent to hold such funds shall continue for two (2) years and six (6) months following the date on which such interest or principal payment became due, 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 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 . RESOLUTION NO. 2024-004 SVCFD O. 2 PAGE 16 OF 26 So long as the Bonds are administered under DTC' s Book-Entry- Only System and DTC is the securities depository for 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 by DTC on each interest or principal payment date (or in accordance with then existing arrangements between the District and DTC) . The District will enter or has previously entered into an agreement (the "Letter of Representations" ) with, DTC in connection with the issuance of its bonds and, while the Letter of Representations is in effect, the procedures established therein shall apply to the Bonds . If the Book-Entry-Only System is discontinued, the Register maintained by the Registrar will show the registered Bondholders . While the Bonds are subject to the Book-Entry-Only System, the Bonds shall be registered in the name of Cede & Co. , or its registered assigns . The Bonds will be administered by the Registrar in a manner which assures against double issuance and provides a system of transfer of ownership on 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 Date 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 Date . If the Book-Entry-Only System is discontinued, principal of the Bonds will be payable, when due, 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 or Bonds subject to a Book-Entry-Only System may be paid by the Paying Agent by wire transfer in "same day funds . " SECTION 15 OTHER ACTIONS NECESSARY The Chairman (or any other member of the District Board in the event the Chairman 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 to RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 17 OF 26 and consummate the transactions contemplated by the Bond Documents and the Final Official Statement, including, without limitation, the execution and delivery of the closing and other documents 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 member 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 Presented at the meeting at which this Resolution 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 Statement by the Underwriter is hereby approved. SECTION 17 ASSESSMENT LEVY AND PROCEDURES A. An Assessment in the amount of not to exceed $3 , 500 . 00 has been levied and recorded in the office of the Superintendent against each lot comprising the subdivided parcels of real property in the Assessment Area No. 1 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 due . Moneys received from the collection of the Assessment when collected constitute funds to Pay principal of and interest on the Bonds when due and shall be kept separately from other funds in the Bond Fund of the District . The amounts due pursuant to the Assessment and unpaid are and shall be a first lien. on the property so assessed in the Assessment Area No. 1, subject only to general property taxes and prior special assessments and shall be collected as prescribed by A.R.S. H 48-599 and 48 -600, as amended, as nearly as practicable or such other procedures as the District Board may prescribe . Notwithstanding the foregoing, the Assessments may be collected by the Pinal County Treasurer in a similar 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 to the Assessment, the RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 13 OF 26 procedures for collection of delinquent amounts and sale of delinquent property prescribed. by A.R.S. H 46-601 through 4 -- 6Q7, 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 sale if there is no rather purchaser. C. Pursuant to A.R.S. 4 -721, 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, as set forth in this Resolution, are hereby approved and adapted. D. If any Assessment shall be either in whole or in part annulled, vacated. or set aside by the judgment of any court, or if the District shall be satisfied that any such Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District shall have omitted to make such Assessment when it might have done so, the District shall. either (i) tape all necessary steps to cause a new .Assessment to be made for the whole or any part of a Project or against any property benefited by said Project, or (ii) in its sole discretion, request the Owner to make up the amount of such Assessment, which moneys shall be deposited into the Pond 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 OBLIGATION OF CITY Nothing contained in this Resolution, the Bond Documents or any other instrument shall be construed as obligating the City or the State of Arizona (the "State" ) or any political subdivision of either (other than the District) or as incurring a charge upon the general credit of the City and. the Mate nor shall the breach of any agreement contained herein, the Bond Documents or any other instrument or documents executed in connection therewith impose any charge upon the general credit of the City and the Mate . SECTION 19 REPEAL OF RESOLUTION After any of the Bonds are delivered by the District to the Underwriter upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Bonds and the .interest thereon shall have been fully paid, canceled and discharged.. RESOLUTION NO. 2024-004 SVC D NO. 2 PAGE 19 OF 26 SECTION 20 SEVERABILITY If any section., paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section,, paragraph, clause or provision :hall not affect any of the remaining provisions of this Resolution. SECTION 21 RATIFICATION OF PRIOR ACTS All acts of the District Chairman, the District Engineer, the Distract Treasurer, the District Manager, the Superintendent and any person acting for such official in furtherance of this Resolution are hereby ratified and confirmed., including the splitting of certain parcels within the District in compliance with. A.R.S . § 48-272 . SECTION 22 COMPLIANCE WITH FEDERAL LAW A. The Distract recognizes that the purchasers of the Bonds will have accepted them on, and. paid therefore a. price which reflects, the understanding that interest thereon is excludable from gross income of the Bondholder thereof for federal income tax purposes under laws in farce at the time the Bonds shall have been delivered. In consideration of retaining the exclusion of interest income on. the Bonds from grass 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 that it will not take any action or omit to take any action with respect to the Bonds, the proceeds thereof, any other funds of the District or any facilities financed with the proceeds of the Bonds if such action or omission (a) would cause the interest on the Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Code, or (ii) would cause interest can the Bonds to lose its exclusion from alternative minimums taxable income as defined in Section 55 (b) (2) of the Code applicable to individuals . The foregoing covenant shall remain in. full farce and effect notwithstanding the payment in full or defeasance of the Bonds until the date on which all, obligations of the District in fulfilling the above covenant under the Code have been met . B. The District authorizes the creation of a fund which is hereinafter referred to as the "RebateFund" . The District SOLUTION NO. 202 ,-004 S CFD NO. 2 PAGE 20 OF 26 will comply with the rebate requirement set forth in the District' s Tax Certificate. C. With respect to the Bonds herein authorized to be sold., the District or a partner of Greenberg Traurig, LLP, bond counsel to the Distract ( "Bond Counsel" ) , is authorized to execute and file on behalf of the District information reporting returns and to file or deliver such rather information as may be required. by Section 19 (e) of the Code . D. The District will, comply with such requirements and will take any such actions as in the opinion of Bond Counsel. are necessary to prevent interest income on the Bonds from becoming subject to inclusion in gross income for federal income tax purposes . The Chairman, any member of the District Board, the District Manager or the District Treasurer is each hereby authorized to make certain truthful certifications, representations, agreements and elections as required by law to assure the purchasers and Owners of the Bonds that the proceeds of the Bonds will not be used in a manner which would or might result in the Bonds being "arbitrage bonds" under Section 148 of the Cade or the regulations of the United States Treasury Department currently in effect or proposed. The certifications, 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 States Treasury) or which may prohibit certain actions (including the establishment of certain funds or limiting the term of and yield on investments made with moneys relating to the Bonds) under certain conditions . B. The District further recognizes that Section 149 (a) of the Code requires 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 farce at the time the Bands are delivered . 1n this connection, the District agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon forma if such action would cause interest on the Bonds to be included in gross income for federal income tax purposes . F. The District Board hereby authorizes the District, Treasurer, or his designee, to represent and act for the District in all chatters pertaining to the District' s tax-exempt RESOLUTION NO. 2024-004 SVC 'D NO. 2 PAGE 21 OF 2 bonds, as may be necessary to comply, on a continuing basis, with the Internal Revenue Service, the Securities Exchange Commission and other governmental entities' requests, reporting requirements and post-issuance compliance policies and matters . G. The Procedures are hereby adopted to establish policies and procedures related to the purposes set forth in Section 1 hereto. The right to use discretion as necessary and appropriate to make exceptions or request additional provisions with respect to the Procedures as may be determined is hereby reserved. The right to change the Procedures from time to time, without notice, is also reserved. SECTION 23 FEDERAL TAX LAW COVENANTS A. As will be provided in more detail in the District' s Tax Certificate, there shall not be any investment or other use of the proceeds of the Bonds which would cause such bonds to be "arbitrage bonds" as that term is defined in Section 148 (or any successor provision thereto) of the Code and the Regulations, or "private activity bonds" as that term is defined in Section 141 (or any successor provision thereto) of the Code, and the requirements of such Sections of the Code and the Regulations shall be complied with throughout the term of the Bonds . Particularly, the District shall be the owner of the facilities financed with the proceeds of the sale of the Bonds (the "Facilities" ) for federal income tax purposes . Except as otherwise advised in an opinion signed 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 Facilities unless the management or service contract complies with the requirements of such authority as may control at the time or (ii) any lease or other arrangement with any entity other than a governmental entity that gives such entity special legal entitlements with respect 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 the 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 (i) may be so invested for an initial temporary period until needed for the purpose for which the Bonds are being issued, (is) may be so used in making investments of a bona fide debt service fund or (iii) may be invested in obligations issued by the United States Treasury. In consideration of the purchase and acceptance of RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 22 OF' 26 the Bonds by the owners thereof from time to time and of retaining such exclusion and as authorized by Title 35, Chapter 3 , 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 Code 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 to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. However, as the District Board hereby represents and warrants that (A) the District has general taxing powers, (B) the Bonds are not "private activity bonds" within the meaning of the Code, (C) 95 percent or more of the "net proceeds" of the Bonds shall be used for local governmental activities of the District, and (D) the aggregate face amount of all tax-exempt bonds or obligations (other than private activity bonds within the meaning of the Code) issued by the District during the 2024 calendar year is not reasonably expected to exceed $5, 000, 000, there is presently an exception to the need for any such procedures . SECTION 24 QUALIFIED TAX-EXEMPT OBLIGATIONS DESIGNATION. The Bonds are designated as "qualified tax-exempt obligations" within the meaning of and pursuant to the provisions of Section 265 (b) of the Code as the District Board hereby represents and warrants that the reasonably anticipated amount of "qualified tax-exempt obligations" (other than private activity bonds within the meaning of the Code) which. will be issued by the District during the 2024 calendar year will not exceed $10, 000, 000 . SECTION .25 DEFEAT CD Any Bond shall be deemed to be no longer outstanding when payment of the principal of such Bond, 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 have been made) shall have been provided for by depositing for such payment from funds of the District under the terms provided in this Section (1) money sufficient to make such payment or (2) money and RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 23 OF 26 direct or indirect obligations of the United States of America (as approved by the District' s Bond Counsel) ( "Government 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 satisfaction of the Registrar. Any such deposit shall be made either with the Paying Agent or, if notice of such deposit is given to the Registrar and the Paying Agent, with a state or nationally chartered bank with a minimum combined capital and surplus of $50, 000, 000, as escrow agent, with irrevocable instructions to transfer the amounts so deposited and investment income therefrom to the Registrar or the Paying Agent in the amounts and at the times required to pay principal of and interest on the Bonds with respect to which 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 the 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 hereinabove described (1) if made during the existence of default hereunder unless made with respect to all of the Bonds then outstanding and (2) unless there shall be delivered to the Registrar an opinion of counsel to the effect that such deposit shall not adversely affect any exemption from federal income taxation of interest on any Bond. Any money and Government obligations deposited with the Paying Agent for such purpose shall be held by the Paying Agent in a segregated account in trust for the owners of the Bonds with respect to which such deposit is made and together with any investment income therefrom, shall be disbursed solely 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 accountant of national. reputation to be of such amounts, maturities, and interest payment dates and to bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the RESOLUTION NO. 2024-004 SVCFD NO. 2 PAGE 24 OF 26 interest earnings therefrom, be sufficient to make such payment . At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured. by or entitled to the benefits of this Resolution., except for purposes of any such payment from such money or Government 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 or lessen the rights of the registered owners of the Bonds then outstanding. SECTION 27 EFFECTIVE DATE This Resolution shall be effective immediately. [Signature Page to Follow] PAGE 25 OF' 26 PASSEL) AND ADOPTED BY THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2. THIS DAY OF APR.ILa, 2024 . SIGNED AND ATTESTED TO THIS DAY OF APR.IL, 2024 Chairman, Board of Director ATTEST: JENNIFER PENA District Clerk APPROVED AS TO FORM: RICHARD JOELa STERN District Counsel CERTIFICATE I hereby certify that the above and foregoing resolution was duly parsed by the Board of Directors of the Superstition Vistas Community Facilities District No. 2 at a regular meeting held on April 16, 2024 , and that a quorum was present thereat and that the Grote thereon was acres and nays; dial not vote or were absent . District Clem RESOLUTION NO. 2024-0 4 SVCFD NO. 2 PAGE 26 OF 26 EXHIBIT [FORM OF BOND] REGISTERED REGISTERED No. R.- LESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (`°DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OIL PAYMENT, BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO, OR IN SUCH OTHER. NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DT'C (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF RTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNITED STATES OF AMERICA STATE OF ARIZONA SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (APA I E JUNCTION, ARI t NA) ASSESSMENT AREA NO. 1 SPECIAL ASSESSMENT BOND, SERIES24 (BANK QUALIFIED) Interest Rate Maturity Date Ord final Issue Date ENEIR No. July 1, 20 2624 ) REGISTERED ER : CEDE & Co. PRINCIPAL AMOUNT: AND N01136 DOLLARS Superstition. Vistas Community Facilities District No . 2 (the "Issuer" ) , a community facilities district formed by the City of .Apache Junction, Arizona, and. duly organized and validly existing, pursuant to the laws of the State of Arizona, for value received, hereby promises to pay or cause the Paying Agent to pay to the "Registered Owner" specified above or registered assigns )the "Holder" ) , on the I'Maturity .date," specified above, the "Principal , moun " specified above and to pay interest (calculated on the basis of a 360-day year of twelve 30-day months) on the unpaid portions thereof from the "Original Issue Date" specified above, or from the most recent "InLere,st Payment date" )as defined herein.) to which interest has been paid or duly provided for, instil paid or the payment thereof is duly provided for at maturity, RESOLUTION NO. 2024-064 EV ES NO. EXHIBIT A RAGE 1 OF semiannually on each. January I and July I, commencing 1, 20 (each an " Interest Payment Date„ ( " at the per annuity "Interest RaLe" specified above. Principal, interest and any premium are payable in lawful money of the united States of America. As provided. in the Issuer' s Resolution No. 0 -00 : HVC FD NO. 2, adopted by the Board of Directors of the Issuer on April 16, 2024 (the ` BO12d Resolution" ) , the interest." principal and. Redemption Prise (as such term and all other terms used herein and not defined are defined in the Bond Resolution) payable on 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 due (or In accordance with then existing arrangements between the Issuer and DTCt) o Payments will be made to the Registered Owner on. the registration books maintained by the Registrar at the close of business of the Registrar on the fifteenth (151h( 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 dace of payment or in the city where the principal corporate trust office of the Paying Agent 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. Neither the full faith and credit nor the general taxing power of the Issuer, the City 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 Bond. Resolution or be valid or obligatory for any purpose. This Bond is one of a duly authorized issue of assessment revenue bonds of the Issuer 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 pledgee and assigned., the nature and extent of the lien and security, the limited. liability of the Issuer, the respective rights thereunder of the Registered Owner of the Bonds, the Raying .Agent and the Issuer, and the terms upon which the Bonds are, and are to be, authenticated and delivered and by this reference to the terms of which each :Holder of this Bond hereby consents . All Bonds issued pursuant to the Bond Resolution are egu.all.y and. ratably RESOLUTION NO. 0 4-004 SVCFD NO. 2 EXHIBIT A. RAGE 2 OF secured by the amounts thereby pledged and assigned. Pursuant to the Bond Resolution, the Board of Directors of the Issuer authorized the issuance and sale of not to exceed. $1, 939, 000 in aggregate original principal amount of the Bonds for the purpose of financing the costs of acquiring certain public infrastructure, including particularly the acquisition by the Issuer of the improvements and public infrastructure purposes (the "Improvements" ) described in Resolution No. 2024-001 SVCFD O. 2 which was adopted by the Board of Directors of the Issuer on March 1-9, 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 lots or- parcels of land fronting on, or benefited by the Improvements (the "Assessed Property" ) and from amounts held by the Issuer in. a debt service reserve fund (the I'DebL Service Reserve" ) . The Assessed Property represents approximately 554 residential lots over approximately 109 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 pursuant to the Bond Resolution for the payment of the Bonds and can be used for no other purpose. The Debt Service Reserve shell initially be funded in an amount equal to the Reserve Fund Requirement, and amounts may be transferred from the Debt Service Reserve from time to time in accordance with the Bond Resolution. Any amount 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, to the extent not need.ed to return the Debt Service Reserve to the Reserve Fund Requirement, to pay debt service on. the Bonds, or to pay rebate to the United States, will be deposited into the Bond Fund. The Bonds are issuable as fully registered bonds only in the denominations of $5, 000 of principal each or any $1, 000 multiple in excess thereof . If necessary to accommodate a prior redemption of Bonds, the Bonds may be in denominations of less than $5, 000 in integral multiples of $1, 000 . Notwithstanding any provisions hereof or of the Bond Resolution, however, the obligation of the Issuer to make money avadlable to pay this Bond iT.iay be defeased by the deposit of money RESOLUTION NO. 2024-004 SV(-'FD NO. 2 EXHIBIT A PAGE 3 OF 9 and/or certain direct or indirect Government Obligations sufficient for such purpose as described in. the Bond Resolution. The Bonds are subject to special optional redemption prior to maturity, in whole or in part, on any Interest Payment Date upon payment of the applicable Redemption Price which shall. consist of the principal amount of the Bonds so redeemed, without premium, plus accrued interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without premium from proceeds received by the Issuer from: (i) if and to the extent on or after the completion of the Project, upon direction given to the Registrar by the Issuer, aniounts transferred from the Acquisition Fund for such purpose; (ii) the prepayment of any Assessment by the owner of any Assessed Property; (iii) 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 to an, amokint equal to the Reserve Fund Requirement; or (iv) from amounts transferred. from the Debt Service Reserve, if and to the extent the amount held in the Debt Service Reserve, together with the amount held in the Borld Fund, is sufficient to pay the Redemption Price of all Bonds outstanding on the applicable redemption date. The Bonds maturing on or after July 1, 20— are subject to optional redemption on or after July 1, 20—. at the option of the Issuer, in whole on any date or, from time to time, in part on any Interest Payment Date as randomly determined by the Registrar within the applicable maturity upon. not more than sixty (60) and not less than thir-ty (30) days' prior notice, upon par-nent of the applicable Redemption. Price which will consist of the principal amount of the Bonds so redeemed plus accrued interest, if any, on the Bonds so redeemed. from the most recent Interest Payment Date to the applicable 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 Bonds maturing on July 1 of the years 20— will be subject to mandatory sinking fund redemption, as randomly determined by the Registrar within the applicable maturity, on the following redemption dates and. in the following amounts upon payment of the Redemption Price, which will consist of the principal amount of the Bonds so redeemed plus accrued interest on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date but without premium: RESOLUTION NO. 2024-004 SVCFD NO. 2 EXHIBIT A PAGE 4 OF 0 Redemption Principal Date (July 1.) Amount (maturity) Whenever Bonds are redeemed (other than pursuant to mandatory redemption.) or are delivered to the 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. Notice of redemption. shall be mailed not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption to each Holder of Bonds to be redeemed, at the address appearing in the Register. Bonds may be redeemed in integral. multiples of $1, 000 . Bonds (or portions thereof) for whose redemption and payment provision is made in. accordance with the Bond Resolution shall thereupon cease to be entitled. to the benefits of the Bond Resolution and shall cease to bear interest from and after the date 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 issued as a single fully_ registered bond. for each maturity and so long as the ownership of the Bonds is maintained in. the book-entry-only system by DTC or a nominee thereof, this Bond may be transferred in. whole but not in part only to DTC or a nominee thereof or to a successor to DTC or its nominee. Neither the Issuer nor the Paying 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 Registrar as being a Holder with respect to: (1) the Bonds; (2) the accuracy of any records RESOLUTION NO. 2024-004 SVCFD NO. 2 EXHIBIT A PAGE 5 OF 9 maintained by DTC or any Direct Participant or Indirect Participant; (3) the timely or ultimate payment by DTC or any Direct Participant. or Indirect Participant of any amount due to any Beneficial Owner in respect of the principal or Redemption Price of or interest on the Bonds; (4) the delivery by any Direct Participant or Indirect Participant of any notice to any Beneficial owner which is required or permitted under the terms of the Bond Resolution to be given to the Holders; (5) the selection of the Beneficial owner, to receive payment in the event of any partial redemption of the Bonds ; or. (6) any consent given or other action taken by ITC as the Holder. No covenant or, agreement contained in the Bonds or in the Bond. Resolution shall be deemed 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 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 them may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Bond be overdue, and norie of the Issuer, the Registrar, the Paying Agent, and any such agent shall be affected by notice to the contrary. It 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 due time, form, and manner, as required by law, and that the Assessments from which said Bonds are to be paid are first liens on the Assessed Property, subject only to the lien for general. taxes and. prior special assessments . In case any provision in this Bond or any application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in, any way be affected or impaired thereby. This Bond shall. be construed in accordance with and governed by the laws of the State of Arizona and the federal laws of the United States of America. RESOLUTION NO. 2024-004 SVCFD NO. 2 EXHIBIT A PAGE 6 OF 9 IN WITNESS WHEREOF, the Issuer has caused this Band to be duly executed by the Chairman of its Regard of Directors and attested by its District Clerk, which. signatures may be manual or by facsimile signatures . SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. By Chairman, Board of Directors ATTEST: District Clerk Date . 2024 . RESOLUTION NO. 2024-004 SVCFD NO. 2 EXHIBIT A RAGE 7 OF - - - - - -- - - - -- -- - - - - -- - - - -- -- - - - - -- - - - -- -- -- - - -- _ - - -- -- - - - -m -- - - - -- -w- _ - n- - _- _- - -- CERTIFICATE OF AUTHENTICATION This Bond is one of the Superstition Vistas Community Facilities District No. 2 (Apache Junctions Arizona) Assessment Area No. 1 Special Assessment Bonds, Series 2024 , described in the Bond Resolution mentioned herein . U.S. K TRUST COMPANY, NATIONAL ASSOCIATION, as Registrar R� Ailthorized. Representative Sate: 2024 . _ _ _ _ _ __ _ _ _ __ _ _ _ _ _ _ __ _ _ _____ _ _ _ _ __ _ _ _ __ __ __ _ _ ___ _ _ __ ___ _ _ _ __ _ _ _ __ __ _ _ _ _ __ __ _ __ RESONUTION NO. 2024-004 SVCFD NO, EXHIBIT A RAGE 8 OF The following bbr vi tion , when used in the inscription on the face of the within bond, shall be o trued as though they were written out in full according i.rl to applicable laws or TEN COM as tenants in common UNIF GIFT/TTP-k S MIN ACT TEN E^:N,r __ as tenants by the entireties {Caa t } JT TEN - as joust tenants with right of Custodian for _ _ w (Minor) survivorship and not as tenants in common Under Uniform Gifts/Transfers to Minors Act: of (State) Additional abbreviations may also be used though not in the above list . ASSIGNMENT OFF VALUE RECEIVED the undersigned. hereby sells, assigns, and transfers unto (Print or typewrite name, address, :Ilmzd zip code of transferee: ) (Print or _,... .......typewrite rit Social Security or rather identifying ..number f transferee: ) the within Boni and all rights thereunder, and hereby irrevocably......constitutes and appoints (Print or typewrite name of attorney) , attorney, to transfer the within Mond on the books karat for registration thereof, with full power of substitution in, the premises. Signature guarantee should be made: by a NOTICE The signature(s) on this assignment must guarantor institution paxt.:Scipatin«d in the correspond with the name(s) of the Registered Owner(s) Securities 11'ransfer Agents Medall:ion Program appearing on the trace of: the within Bond an every or in such other guarasnc.ee program acceptrxbLe partimilar, to the Registrar, ALL FEESTRANSFER COSTS SHALL BE PA-TD BY THE TRANSFEROR RESOLUTION NO. 2024-004 SVCFD NO. 2 EXHIBIT A PAGE 9 OF 9 SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 WRITTEN POLICIES AND PROCEDURES FOR TAX-ADVANTAGED OBLIGATIONS IMPLEMENTED April 16,2024 Superstition Vistas Community Facilities District No. 2(the"District")may in the future issue tax-exempt obligations (including, without limitation, bonds, notes, loans, leases and certificates) (together, "tax- advantaged obligations")that are subject to certain requirements under the Internal Revenue Code of 1986,. as amended(the"Code"). The District has established the policies and procedures contained herein (the "Procedures") in order to ensure that the District complies with the requirements of the Code that are applicable to its tax-advantaged obligations. The Procedures, coupled with requirements contained in the arbitrage and tax certificate or other operative documents (the "Tax Certificate") executed at the time of issuance of the tax-advantaged obligations, are intended to constitute written procedures for ongoing compliance with the federal tax requirements applicable to the tax-advantaged obligations and for timely identification and remediation of violations of such requirements. A. GENERAL MATTERS. 1. Responsible Officer. The District Treasurer of the District will have overall responsibility for ensuring that the ongoing requirements described in the Procedures are met with respect to tax-advantaged obligations (the"Responsible Officer"). 2. Establishment of Procedures. The Procedures will be included with other written procedures of the District. 3. Identify Additional Responsible Employ. The Responsible Officer shall identify any additional persons who will be responsible for each section of the Procedures, notify the current holder of that office of the responsibilities, and provide that person a copy of the Procedures. (For each section of the Procedures, this may be the Responsible Officer or another person who is assigned the particular responsibility.) a. Upon employee or officer transitions, new personnel should be advised of responsibilities under the Procedures and ensure they understand the importance of the Procedures. b. If employee or officer positions are restructured or eliminated, responsibilities should be reassigned as necessary to ensure that all Procedures have been. appropriately assigned. 4. Training Required. The Responsible Officer and other responsible persons shall receive appropriate training that includes the review of and familiarity with the contents of the Procedures,review of the requirements contained in the Code applicable to each tax- 696097230 advantaged obligation, identification of all tax-advantaged obligations that must be monitored, identification of all facilities (or portions thereof) financed with proceeds of tax-advantaged obligations, familiarity with the requirements contained in the Tax Certificate or other operative documents contained in the transcript, and familiarity with the procedures that must be taken in order to correct noncompliance with the requirements of the Code in a timely manner. 5. Periodic Review. The Responsible Officer or other responsible person shall periodically review compliance with the Procedures and with the terms of the Tax Certificate to determine whether any violations have occurred so that such violations can be timely remedied through the "remedial action"regulations or the Voluntary Closing Agreement Program available through the Internal Revenue Service ("IRS") (or successor guidance). Such periodic review shall occur at least annually. 6. Change in Terms. If any changes to the terms of the tax-advantaged obligations are contemplated,bond counsel should be consulted. Such modifications could jeopardize the status of tax-advantaged obligations. B. IRS INFORMATION RETURN FILING. The Responsible Officer will confirm that bond counsel has filed the applicable information reports(such as Form 8038-G)for such issue with the IRS on a timely basis,and maintain copies of such form including evidence of timely filing as part of the transcript of the issue. The Responsible Officer shall file the IRS Form 8038-T relating to the payment of rebate or yield reduction payments in a timely manner as discussed in Section F.12. below. The Responsible Officer shall also monitor the extent to which the District is eligible to receive a refund of prior rebate payments and provide for the timely filing for such refunds using an IRS Form 8038-R. C. USE OF PROCEEDS. The Responsible Officer or other responsible person shall: 1. Consistent Accounting Procedures. Maintain or confirm maintenance of clear and consistent accounting procedures for tracking the investment and expenditures of proceeds, including investment earnings on proceeds. 2. Reimbursement Allocations at Closing. At or shortly after closing of an issue,ensure that any allocations for reimbursement expenditures comply with the Tax Certificate. 3. Timely Expenditure of Proceeds. Monitor that sale proceeds and investment earnings on sale proceeds of tax-advantaged obligations are spent in a timely fashion consistent with the requirements of the Tax Certificate. 4. Requisitions. Utilize or confirm the utilization of requisitions to draw down proceeds,and ensure that each requisition contains(or has attached to it)detailed information in order to establish when and how proceeds were spent; review requisitions carefully before submission to ensure proper use of proceeds to minimize the need for reallocations. 5. Final Allocation. Ensure that a final allocation of proceeds(including investment earnings) to qualifying expenditures is made if proceeds are to be allocated to project expenditures on a basis other than "direct tracing" (direct tracing means treating the proceeds as spent as shown in the accounting records for draws and project expenditures). An allocation other than on the basis of"direct tracing"is often made to reduce the private business use of bond proceeds that would otherwise result from "direct tracing" of proceeds to project expenditures. This allocation must be made within 18 months after the later of the date the expenditure was made or the date the project was placed in service, but not later than five years and 60 days after the date the tax-advantaged obligations are issued (or 60 days after the issue is retired, if earlier). Bond counsel can assist with the final allocation of proceeds to project costs. Maintain a copy of the final allocation in the records for the tax- advantaged obligation. 6. Maintenance and Retention of Records Relating to Proceeds. Maintain or confirm the maintenance of careful records of all project and other costs(e.g., costs of issuance, credit enhancement and capitalized interest) and uses (e.g., deposits to a reserve fund)for which proceeds were spent or used. These records should be maintained separately for each issue of tax-advantaged obligations for the period indicated under Section G.below. D. MONITORING PRIVATE BUSINESS USE. The Responsible Officer or other responsible person shall: L Identify Financed Facilities. Identify or"map" which outstanding issues financed which facilities and in what amounts. 2. Review of Contracts with Private Persons. Review all of the following contracts or arrangements with non-governmental persons or organizations or the federal government (collectively referred to as "private persons") with respect to the financed facilities which could result in private business use of the facilities: a. Sales of financed facilities; b. Leases of financed facilities; C. Management or service contracts relating to financed facilities; d. Research contracts under which a private person sponsors research in financed facilities; and e. Any other contracts involving"special legal entitlements"(such as naming rights or exclusive provider arrangements) granted to a private person with respect to financed facilities. 3. Bond Counsel Review of New Contracts or Amendments. Before amending an existing agreement with a private person or entering into any new lease, management, service, or research agreement with a private person,consult bond counsel to review such amendment or agreement to determine whether it results in private business use. 3 4. Establish Procedures to Ensure Proper Use and Ownership. Establish procedures to ensure that financed facilities are not used for private use without written approval of the Responsible Officer or other responsible person. 5. Analyze Use. Analyze any private business use of financed facilities and, for each issue of tax-advantaged obligations, determine whether the 10 percent limit on private business use (5 percent in the case of "unrelated or disproportionate" private business use) is exceeded, and contact bond counsel or other tax advisors if either of these limits appears to be exceeded. 6. Remediation if Limits Exceeded. If it appears that private business use limits are exceeded, immediately consult with bond counsel to determine if a remedial action is required with respect to nonqualified tax-advantaged obligations of the issue or if the IRS should be contacted under its Voluntary Closing Agreement Program. If tax-advantaged obligations are required to be redeemed or defeased in order to comply with remedial action rules,such redemption or defeasance must occur within 90 days of the date a deliberate action is taken that results in a violation of the private business use limits. 7. Maintenance and Retention of Records Relating to Private Use. Retain copies of all of the above contracts or arrangements (or, if no written contract exists, detailed records of the contracts or arrangements)with private persons for the period indicated under Section G. below. E. LOAN OF BOND PROCEEDS. Consult bond counsel if a loan of proceeds of tax-advantaged obligations is contemplated. If proceeds of tax-advantaged obligations are permitted under the Code to be loaned to other entities and are in fact so loaned, require that the entities receiving a loan of proceeds institute policies and procedures similar to the Procedures to ensure that the proceeds of the loan and the facilities financed with proceeds of the loan comply with the limitations provided in the Code. Require the recipients of such loans to annually report to the District ongoing compliance with the Procedures and the requirements of the Code. F. ARBITRAGE AND REBATE COMPLIANCE. The Responsible Officer or other responsible person shall: I. Review Tax Certificate. Review each Tax Certificate to understand the specific requirements that are applicable to each tax-advantaged obligation issue. 2. Arbitrage Yield. Record the arbitrage yield of the issue,as shown on IRS Form 8038-G or other applicable form. If the tax-advantaged obligations are variable rate, yield must be determined on an ongoing basis over the life of the tax-advantaged obligations as described in the Tax Certificate. 3. Temporary Periods. Review the Tax Certificate to determine the"temporary periods"for each issue,which are the periods during which proceeds of tax-advantaged obligations may be invested without yield restriction. 4 4. Post-Temporary Period Investments. Ensure that any investment of proceeds after applicable temporary periods is at a yield that does not exceed the applicable yield,unless yield reduction payments can be made pursuant to the Tax Certificate. 5. Monitor Temporary Period Compliance. Monitor that proceeds (including investment earnings) are expended promptly after the tax-advantaged obligations are issued in accordance with the expectations for satisfaction of three-year or five-year temporary periods for investment of proceeds and to avoid"hedge bond"status. 6. Monitor Yield Restriction Limitations. Identify situations in which compliance with applicable yield restrictions depends upon later investments(e.g.,the purchase of 0 percent State and Local Government Securities from the U.S. Treasury for an advance refunding escrow). Monitor and verify that these purchases are made as contemplated. 7. Establish Fair Market Value of Investments. Ensure that investments acquired with proceeds satisfy IRS regulatory safe harbors for establishing fair market value (e.g., through the use of bidding procedures),and maintaining records to demonstrate satisfaction of such safe harbors. Consult the Tax Certificate for a description of applicable rules. 8. Credit Enhancement, Hedging and Sinking Funds. Consult with bond counsel before engaging in credit enhancement or hedging transactions relating to an issue, and before creating separate funds that are reasonably expected to be used to pay debt service. Maintain copies of all contracts and certificates relating to credit enhancement and hedging transactions that are entered into relating to an issue. 9. Grants/Donations to Governmental Entities. Before beginning a capital campaign or grant application that may result in gifts that are restricted to financed projects(or,in the absence of such a campaign, upon the receipt of such restricted gifts), consult bond counsel to determine whether replacement proceeds may result that are required to be yield restricted. 10. Bona Fide Debt Service Fund. Even after all proceeds of a given issue have been spent, ensure that debt service funds, if any, meet the requirements of a"bona fide debt service fund,"i.e., one used primarily to achieve a proper matching of revenues with debt service that is depleted at least once each bond year,except for a reasonable carryover amount not to exceed the greater of. (i) the earnings on the fund for the immediately preceding bond year;or(ii)one-twelfth of the debt service on the issue for the immediately preceding bond year. To the extent that a debt service fund qualifies as a bona fide debt service fund for a given bond year, the investment of amounts held in that fund is not subject to yield restriction for that year. 11. Debt Service Reserve Funds. Ensure that amounts invested in reasonably required debt service reserve funds,if any,do not exceed the least of. (i) 10 percent of the stated principal amount of the tax-advantaged obligations(or the sale proceeds of the issue if the issue has original issue discount or original issue premium that exceeds 2 percent of the stated principal amount of the issue plus, in the case of premium, reasonable underwriter's compensation); (ii)maximum annual debt service on the issue; or (iii) 125% of average annual debt service on the issue. 5 12. Rebate and Yield Reduction Payment Compliance. Review the arbitrage rebate covenants contained in the Tax Certificate. Subject to certain rebate exceptions described below, investment earnings on proceeds at a yield in excess of the yield(i.e., positive arbitrage) generally must be rebated to the U.S. Treasury,even if a temporary period exception from yield restriction allowed the earning of positive arbitrage. a. Ensure that rebate and yield reduction payment calculations will be timely performed and payment of such amounts, if any, will be timely made. Such payments are generally due 60 days after the fifth anniversary of the date of issue, then in succeeding installments every five years. The final rebate payment for an issue is due 60 days after retirement of the last obligation of the issue. The District should hire a rebate consultant if necessary. b. Review the rebate section of the Tax Certificate to determine whether the "small issuer"rebate exception applies to the issue. C. If the 6-month, 18-month, or 24-month spending exceptions from the rebate requirement(as described in the Tax Certificate)may apply to the tax-advantaged obligations, ensure that the spending of proceeds is monitored prior to semiannual spending dates for the applicable exception. d. Make rebate and yield reduction payments and file Form 8038-T in a timely manner. e. Even after all other proceeds of a given issue have been spent, ensure compliance with rebate requirements for any debt service reserve fund and any debt service fund that is not exempt from the rebate requirement (see the Arbitrage Rebate covenants contained in the Tax Certificate). 13. Maintenance and Retention of Arbitrage and Rebate Records. Maintain records of investments and expenditures of proceeds, rebate exception analyses, rebate calculations, Forms 8038-T, and rebate and yield reduction payments, and any other records relevant to compliance with the arbitrage restrictions for the period indicated in Section G. below. G. RECORD RETENTION. The Responsible Officer or other responsible person shall ensure that for each issue of obligations, the transcript and all records and documents described in these Procedures will be maintained while any of the obligations are outstanding and during the three- year period following the final maturity or redemption of that issue, or if the obligations are refunded(or re-refunded), while any of the refunding obligations are outstanding and during the three-year period following the final maturity or redemption of the refunding obligations. To the extent applicable, the Responsible Officer or other responsible person shall ensure that such transcript, records and documents will be maintained for a longer period if required by Arizona law. 6 ATTACHMENT I TO WRITTEN PROCEDURES REMEDIAL ACTION PROCEDURES Capitalized terms used herein but not defined have the meaning assigned thereto in Section 5 below and in the Written. Policies and Procedures for Tax-Advantaged Obligations to which these Remedial Action Procedures are attached. This attachment describes written procedures that may be required to be taken by, or on behalf of, an issuer of tax-advantaged obligations("Obligations"). 1. Background. The maintenance of the tax status of the Obligations (e.g., as tax-exempt obligations under federal tax law)depends on the compliance with the requirements set forth in the Internal Revenue Code of 1986, as amended (the "Code"). The purpose of this attachment is to set forth written procedures to be used in the event that any deliberate actions are taken that are not in compliance with the tax requirements of the Code (each, a `Deliberate Action') with respect to the Obligations, the proceeds thereof, or the property financed or refinanced by the Obligations (the "Financed Property'). 2. Consultation with bond counsel. If a Deliberate Action is taken with respect to the Obligations and the Financed Property subsequent to the issuance or execution and delivery of the Obligations, then the District must consult with Greenberg Traurig, LLP or other nationally recognized bond counsel("bond counsel")regarding permissible Remedial Actions that may be taken to remediate the effect of any such Deliberate Action upon the federal tax status of the Obligations. Note that Remedial Actions or corrective actions other than those described in this attachment may be available with respect to the Obligations and the Financed Property, including Remedial Actions or corrective actions that may be permitted by the Commissioner through the Voluntary Closing Agreement Program (VCAP)provided by the Internal Revenue Service from time to time. 3. Conditions to Availability of Remedial Actions. None of the Remedial Actions described in this attachment are available to remediate the effect of any Deliberate Action with respect to the Obligations and the Financed Property unless the following conditions have been satisfied and unless bond counsel advises otherwise: (a) The District reasonably expected on the date the Obligations were originally issued or executed and delivered that the Obligations would meet neither the Private Business Tests nor the Private Loan Financing Test of Section 141 of the Code and the Treasury Regulations thereunder for the entire term of the Obligations (such expectations may be based on the representations and expectations of the applicable conduit borrower, if there is one); (b) The weighted average maturity of the Obligations did not, as of such date, exceed 120 percent of the Average Economic Life of the Financed Property; (c) Unless otherwise excepted under the Treasury Regulations,the District delivers a certificate,instrument,or other written records satisfactory to bond counsel demonstrating that the terms of the arrangement pursuant to which the Deliberate Action is taken is bona fide and arm's- length, and that the non-exempt Person using either the Financed Property or the proceeds of the 7 Obligations as a result of the relevant Deliberate Action will pay fair market value for the use thereof; (d) Any disposition must be made at fair market value and any Disposition Proceeds actually or constructively received by the District as a result of the Deliberate Action must be treated as gross proceeds of the Obligations and may not be invested in obligations bearing a yield in excess of the yield on the Obligations subsequent to the date of the Deliberate Action; and (e) Proceeds of the Obligations affected by the Remedial Action must have been allocated to expenditures for the Financed Property or other allowable governmental purposes before the date on which the Deliberate Action occurs (except to the extent that redemption or defeasance,if permitted,is undertaken, as further described in Section 4(A)below). 4. Types of Remedial Action. Subject to the conditions described above, and only if the District obtains an opinion of bond counsel prior to taking any of the actions below to the effect that such actions will not affect the federal tax status of the Obligations, the following types of Remedial Actions may be available to remediate a Deliberate Action subsequent to the issuance of the Obligations: (a) Redemption or Defeasance of Obligations. (i) If the Deliberate Action causing either the Private Business Use Test or the Private Loan Financing Test to be satisfied consists of a fair market value disposition of any portion of the Financed Property exclusively for cash,then the District may allocate the Disposition Proceeds to the redemption of Nonqualified Obligations pro rata across all of the then-outstanding maturities of the Obligations at the earliest call date of such maturities of the Obligations after the taking of the Deliberate Action. If any of the maturities of the Obligations outstanding at the time of the taking of the Deliberate Action are not callable within 90 days of the date of the Deliberate Action, the District may (subject generally to the limitations described in (iv) below) allocate the Disposition Proceeds to the establishment of a Defeasance Escrow for any such maturities of the Obligations within 90 days of the taking of such Deliberate Action. (ii) If the Deliberate Action consists of a fair market value disposition of any portion of the Financed Property for other than exclusively cash,then the District may use any funds(other than proceeds of the Obligations or proceeds of any obligation the interest on which is excludable from the gross income of the registered owners thereof for federal income tax purposes)for the redemption of all Nonqualified Obligations within 90 days of the date that such.Deliberate Action was taken. In the event that insufficient maturities of the Obligations are callable by the date which is within 90 days after the date of the Deliberate Action, then such funds may be used for the establishment of a Defeasance Escrow within 90 days of the date of the Deliberate Action for all of the maturities of the Nonqualified Obligations not callable within 90 days of the date of the Deliberate Action. (iii) Prior to a Deliberate Action taking place, the District may declare its official intent to redeem or defease all of the bonds that would become nonqualified bonds in the event of a subsequent Deliberate Action that would cause the private business tests or the private loan financing test to be met and the District proceeds to redeem or defease 8 such bonds prior to that Deliberate Action. The District must declare its official intent on or before the date on which it redeems or defeases such bonds,and the declaration of intent must identify the Financed Property or loan with respect to which this anticipatory remedial. action is being taken and describe the Deliberate Action that potentially may result in the private business tests being met (for example, sale of Financed Property to a nongovernmental buyer). Rules similar to those in section 1.150-2(e) of the Regulations (regarding official intent for reimbursement bonds) apply to declarations of intent under this paragraph(iii),including regarding any deviations in the descriptions of the project or loan and deliberate action and the reasonableness of the official intent. (iv) If a Defeasance Escrow is established for any maturities of Nonqualified Obligations that are not callable within 90 days of the date of the Deliberate Action,written notice must be provided to the Commissioner of Internal Revenue Service at the times and places as may be specified by applicable regulations, rulings, or other guidance issued by the Department of the Treasury or the Internal Revenue Service. Note that the ability to create a Defeasance Escrow applies only if the Obligations to be defeased and redeemed all mature or are callable within ten and one-half(10.5) years of the date the Obligations are originally issued or executed and delivered. If the Obligations are not callable within ten and one-half years, and none of the other remedial actions described below are applicable, the remainder of this attachment is for general information only, and bond counsel must be contacted to discuss other available options. (b) Alternative Use of Disposition Proceeds. Use of any Disposition Proceeds in accordance with the following requirements may be treated as a Remedial Action with respect to the Obligations: (i) the Deliberate Action consists of a disposition of all or any portion of the Financed Property for not less than the fair market value thereof for cash; (ii) the District reasonably expects to expend the Disposition Proceeds resulting from the Deliberate Action within two years of the date of the Deliberate Action; (iii) the Disposition Proceeds are treated as Proceeds of the Obligations for purposes of Section 141 of the Code and the Regulations thereunder, and the use of the Disposition Proceeds in the manner in which such Disposition Proceeds are in fact so used would not cause the Disposition Proceeds to satisfy the Private Activity Bond Tests; (iv) no action is taken after the date of the Deliberate Action to cause the Private Activity Bond Tests to be satisfied with respect to the Obligations, the Financed Property, or the Disposition Proceeds (other than any such use that may be permitted in accordance with the Treasury Regulations); (v) Disposition Proceeds used in a manner that satisfies the Private Activity Bond Tests or that are not expended within two years of the date of the Deliberate Action must be used to redeem or defease Nonqualified Obligations in accordance with the requirements set forth in Section 4(a)hereof, and 9 (c) Alternative Use of Financed Property. The District may be considered to have taken sufficient Remedial Actions to cause the Obligations to continue their applicable treatment under federal tax law if, subsequent to taking any Deliberate Action with respect to all or any portion of the Financed Property: (i) the portion of the Financed Property subject to the Deliberate Action is used for a purpose that would be permitted for qualified tax-exempt obligations; (ii) the disposition of the portion of the Financed Property subject to the Deliberate Action is not financed by a person acquiring the Financed Property with proceeds of any obligation the interest on which is exempt from the gross income of the registered owners thereof under Section 103 of the Code for purposes of federal income taxation or an obligation described in Sections 54A-54F, 54AA, or 6431 of the Code; and (iii) any Disposition Proceeds other than those arising from an agreement to provide services(including Disposition Proceeds arising from an installment sale)resulting from the Deliberate Action are used to pay the debt service on the Obligations on the next available payment date or,within 90 days of receipt thereof, are deposited into an escrow that is restricted as to the investment thereof to the yield on the Obligations to pay debt service on the Obligations on the next available payment date. Absent an opinion of bond counsel,no Remedial Actions are available to remediate the satisfaction of the Private Security or Payment Test regarding the same with respect to the Obligations. Nothing herein is intended to prohibit Remedial Actions not described herein that may become available subsequent to the date the Obligations are originally issued or executed and delivered to remediate the effect of a Deliberate Action taken with respect to the Obligations,the proceeds thereof or the Financed Property. 5. Additional Defined Terms. For purposes of this attachment,the following terms have the following meanings: "Commissioner"means the Commissioner of Internal Revenue,including any successor person or body. "Defeasance Escrow" means an irrevocable escrow established to redeem obligations on their earliest call date in an amount that,together with investment earnings thereon,is sufficient to pay the entire principal of, and interest and call premium on, obligations from the date the escrow is established to the earliest call date. A Defeasance Escrow may not be invested in any investment under which the obligor is a user of the proceeds of the obligations,and may not be invested in higher yielding investments unless the District makes rebate payments to the United States at the same time and in the same manner as arbitrage rebate payments are required to be paid. "Deliberate Action"means any action,occurrence,or omission by the District(or,if applicable,by a conduit borrower) that is within the control of the District(or, if applicable, by such conduit borrower) that causes either (1) the Private Business Use Test to be satisfied with respect to the Obligations or the Financed Property (without regard to the Private Security or Payment Test), or (2) the Private Loan. Financing Test to be satisfied with respect to the Obligations or the proceeds thereof. An action,occurrence, or omission is not a Deliberate Action if(1) the action, occurrence, or omission would be treated as an 10 involuntary or compulsory conversion under Section 1033 of the Code, or (2) the action, occurrence, or omission is in response to a regulatory directive made by the government of the United States. "Disposition Proceeds"means any amounts (including property, such as an agreement to provide services)derived from the sale,exchange,or other disposition of property(other than Investments)financed with the proceeds of the Obligations. "Nonqualifzed Obligations" means that portion of the Obligations outstanding at the time of a Deliberate Action in an amount that, if the outstanding Obligations were issued or executed and delivered on the date on which the Deliberate Action occurs,the outstanding Obligations would not satisfy the Private Business Use Test or the Private Loan Financing Test,as applicable. For this purpose,the amount of private business use is the greatest percentage of private business use in any one-year period commencing with the Deliberate Action. "Private Activity Bond Tests" means, collectively, the Private Business Use Test, the Private Security or Payment Test, and the Private Loan Financing Test. "Private Business Tests"means the Private Business Use Test and the Private Security or Payment Test. "Private Business Use Test"has the meaning set forth in Section 141(b)(1) of the Code. "Private Loan Financing Test"has the meaning set forth in Section 141(c) of the Code. "Private Security or Payment Test"has the meaning set forth in Section 141(b)(2)of the Code. "Remedial Action"means any of the applicable actions described in Section 4 hereof,or such other actions as may be prescribed from time to time by the Department of the Treasury or the Internal Revenue Service,which generally have the effect of rectifying noncompliance by the District with certain provisions of Section 141 of the Code and the Regulations thereunder and are undertaken by the District to maintain the federal tax status of the Obligations. 6. Change in Law. This attachment is based on law in effect as of this date. Statutory or regulatory changes,including but not limited to clarifying Treasury Regulations,may affect the matters set forth in this attachment. 11 SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 PROCEDURES FOR COMPLIANCE WITH CONTINUING DISCLOSURE UNDERTAKINGS IMPLEMENTED April 16,2024 These Procedures for Compliance with Continuing Disclosure Undertakings(these"Procedures") set forth procedures of Superstition Vistas Community Facilities District No. 2 (the "District") to assist in compliance with the continuing disclosure undertakings ("Continuing Disclosure Undertakings") entered into by the District in connection with the offering of obligations of the District subject to the continuing disclosure requirements of Rule 1.5c2-12 (the "Rule") promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934. These Procedures document practices and describe various procedures for preparing and disseminating annual financial information and reporting "listed events" for the benefit of the holders of the District's obligations and to assist Participating Underwriters(within the meaning of the Rule)in complying with the Rule. Compliance with pertinent law is an ongoing process; necessary during the entire term of any obligations issued by the District, and is an integral component of the District's debt management. Implementation of these Procedures will require ongoing monitoring and consultation with bond/disclosure counsel and the District's accountants and advisors. General Policies and Procedures 1. The District Treasurer of the District (the "Compliance Officer") will be responsible for monitoring post-issuance compliance. 2. The Compliance Officer will coordinate procedures for record retention and review of such records. 3. All documents and other records relating to obligations issued by the District shall be maintained by or at the direction of the Compliance Officer. 4. The Compliance Officer will review post-issuance compliance procedures and systems on a periodic basis,but not less than annually. 5. The Compliance Officer will review the annual information required to be filed pursuant to each Continuing Disclosure Undertaking. 6. The Compliance Officer will train at least one other employee of the District with respect to the matters contained in these Procedures to facilitate compliance with the Continuing Disclosure Undertakings in the event the Compliance Officer is no longer employed by the District. Continuing Disclosure In order to monitor compliance by the District with its Continuing Disclosure Undertakings,the Compliance Officer will take the actions listed below,if and as required by such Continuing Disclosure Undertakings. The Compliance Officer may coordinate with staff,and may engage a dissemination agent,counsel,and/or other professionals to assist in discharging the Compliance Officer's duties under these Procedures as the Compliance Officer deems necessary. A. Compilation of Currently Effective Continuing Disclosure Undertakings The Compliance Officer shall compile and maintain a set of all currently effective Continuing Disclosure Undertakings of the District. Such agreements are included in the transcript of proceedings for the District's respective obligation issue. Continuing Disclosure Undertakings are"Currently Effective"for purposes of these Procedures (and hence shall be included in the set of Currently Effective Continuing Disclosure Undertakings) for so long as the obligations to which they relate are outstanding. As obligations are completely repaid or redeemed, the Compliance Officer shall remove the related Continuing Disclosure Undertakings from the set of Currently Effective Continuing Disclosure Undertakings. B. Compilation of Currently Effective Financial Obligations The Compliance Officer shall compile and maintain a list of all currently effective Financial Obligations of the District. "Financial Obligations"means, for purposes of the Rule, a(i) debt obligation, (ii) derivative instrument entered into in connection with or pledged as security or a source of payment for, and existing or planned debt obligation, or(iii)a guarantee of(i)or(ii). For purposes of the Rule,Financial Obligation shall not include municipal securities of the District as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule and as to which a continuing disclosure undertaking has been executed and delivered by the District consistent with the Rule. Such list shall include key terms of each Financial Obligation,such as date of incurrence,principal amount, maturity, amortization,interest rate, default rates, security and source of payment and key covenants. C. Annual Review and Annual Reporting Requirements The Compliance Officer shall ensure that all necessary financial statements, financial information and operating data is filed in the manner and by the filing dates set forth in the Currently Effective Continuing Disclosure Undertakings. The Compliance Officer shall review the set of Currently Effective Continuing Disclosure Undertakings annually,prior to each annual filing,keeping in mind: • The financial information and operating data required to be reported under a particular Continuing Disclosure Undertaking may differ from the financial information and operating data required to be reported under another Continuing Disclosure Undertaking; and • The timing requirements for reporting under a particular Continuing Disclosure Undertaking may differ from the timing requirements for filing under another Continuing Disclosure Undertaking. D. Calendar; EMMA Notification System The Compliance Officer shall keep a calendar of all pertinent filing dates required under the District's Currently Effective Continuing Disclosure Undertakings. The Compliance Officer shall also subscribe to notification services made available through the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board. 13 E. Annual Review of Prior Filings As part of the annual review process, the Compliance Officer shall also review prior filings made within the past five years subsequent to the last such review of prior filings. If the Compliance Officer discovers any late or missing filings, the Compliance Officer (after discussing the circumstances with the District's dissemination agent, counsel or other agents as necessary)shall file the missing information. F. Monitoring of Listed Events The Compliance Officer shall monitor the occurrence of any of the following events and/or other events set forth in the Currently Effective Continuing Disclosure Undertakings and shall provide notice of the same in the required manner and by the relevant reporting deadline(generally within 1.0 days of the occurrence): 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. 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 District's obligations, or other material events affecting the tax status of the District's obligations; 7. Modification to rights of holders of the District's obligations, if material; 8. Calls of the District's obligations,if material,and tender offers; 9. Defeasances of the District's obligations; 10. Release, substitution or sale of property securing repayment of the District's obligations, if material; 11. Rating changes; 12. Bankruptcy,insolvency,receivership or similar event of the District; 13. The consummation of a merger, consolidation, or acquisition involving the District or the sale of all or substantially all of the assets of the District, 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; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. Incurrence of a Financial Obligation of the District, if material, or agreement to covenants, events of default,remedies,priority rights, or other similar terms of a Financial Obligation of the District,any of which affect security holders, if material; and 16. Default,event of acceleration,termination event,modification of terms,or other similar events under the terms of a Financial Obligation of the District, any of which reflect financial difficulties. The list of Currently Effective Financial Obligations compiled pursuant to B. above will assist in making determinations with respect to Listed Events 15 and 16. G. Review of Official Statements The Compliance Officer shall review drafts of any offering document for a new offering of obligations, with assistance from its dissemination agent, counsel or other agents of the District as necessary, and shall determine that the offering document accurately and completely describes the 14 District's continuing disclosure compliance history within the five years prior to the date of the respective Official Statement. This compliance review is not meant to limit the District's other reviews of or diligence procedures relating to its offering documents. H. Record Retention The Compliance Officer shall retain documentation evidencing the District's annual reviews and its reviews of offering documents in connection with new offerings as set forth above. This District shall retain this documentation, for each Continuing Disclosure Undertaking, for the period that the related obligations are outstanding. I. Annual Review Checklist The Compliance Officer may use and retain the Annual Review Checklist below to assist in implementing these Procedures. CONTINUING DISCLOSURE ANNUAL REVIEW CHECKLIST 1. Fiscal Year Ending: 2. Compliance Officer: 3. Checklist Completion Date: 4. Obligations for which there are Currently Effective Continuing Disclosure Undertakings -Attach Agreements: $ , dated 120 $ , , dated ,20 $ , , dated ,20 $ , dated 120 $ , , dated ,20 $ , dated 120 $ , , dated ,20 5. Have any new Obligations subject to Continuing Disclosure Been Issued this Year? No 15 Yes(Add Agreement to Currently Effective Continuing Disclosure Undertakings) If Yes, did the Compliance Officer review the Offering Document's Description of the District's Continuing Disclosure Compliance History within the Prior 5 Years? Circle: Y/N (If N,review and discuss any issues with counsel.) 6. Have any Obligations subject to Continuing Disclosure Been Completely Paid or Redeemed this Year? No Yes(Remove Agreement from Currently Effective Continuing Disclosure Undertakings) 7. (a) Has the Compliance Officer Reviewed the Annual Continuing Disclosure Filing to Ensure that all Necessary Financial Statements, Financial Information and Operating Data is Included? Yes No(Compliance Officer must review the Annual Continuing Disclosure Filing) (b) For purposes of this review,please keep in mind: Checked? Different Continuing Disclosure Undertakings may require different information to be Y/N file(so check each one). Different Continuing Disclosure Undertakings may have different filing timing Y/N requirements(so check each one). 8. Have any of the Following Listed Events Occurred this Year? Event Circle 1. Principal and interest payment delinquencies. Y/N 2. Non-payment related defaults,if material. Y/N 3. Unscheduled draws on debt service reserves reflecting financial difficulties. Y/N 4. Unscheduled draws on credit enhancements reflecting financial difficulties. Y/N 5. Substitution of credit or liquidity providers,or their failure to perform. Y/N 6. Adverse tax opinions,the issuance by the Internal Revenue Service of proposed Y/N 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 District's obligations,or other material events affecting the tax status of the District's obligations. 7. Modification to rights of holders of the District's obligations, if material. Y/N 8. Calls of the District's obligations,if material,and tender offers. Y/N 9. Defeasances of the District's obligations. Y/N 16 10. Release, substitution or sale of property securing repayment of the District's Y/N obligations, if material. 11. Rating changes. Y/N 1.2. Bankruptcy,insolvency,receivership or similar event of the District. Y/N 13. The consummation of a merger, consolidation, or acquisition involving the District Y/N or the sale of all or substantially all of the assets of the District, 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. 14. Appointment of a successor or additional trustee or the change of name of a trustee, Y/N if material. 1.5. Incurrence of a Financial Obligation of the District, if material, or agreement to Y/N covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the District,any of which affect security holders,if material. 16. Default, event of acceleration, termination event, modification of terms, or other Y/N similar events under the terms of a Financial Obligation of the District, any of which reflect financial difficulties. 9. If any such Event Occurred,was Proper Notice Provided? Yes No (Call your dissemination agent or counsel immediately to discuss) N/A 10. Has the District Retained a Dissemination Agent? Yes: Name/Contact: No 17 DISTRICT FEDERAL TAXPAYER I.D. NO. 87-3210060 BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT FOR BONDS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 This Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of 1, 2024 (this "Contract"), is made and entered into between the SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (the "District"), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Phoenix, Arizona (the "Bank"), and witnesseth as follows: Pursuant to Resolution No. 2024-004 SVCFD No. 2 (the "Bond Resolution"), the District will issue its Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. I Special Assessment Bonds, Series 2024 (the "Bonds"), in the aggregate principal amount of$[1,939,000]. 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. 696422743 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([2023-2024]) and the District's next two fiscal years ([2024-2025] and [2025-2026]) is $[1,050.00] 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 1, 2024. SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 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] SPB Draft 4/l/24 $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. 1 SPECIAL ASSESSMENT BONDS, SERIES 2024 BOND PURCHASE AGREEMENT [Pricing Date] Board of Directors Superstition Vistas Community Facilities District No. 2 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. 2 (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 `Brookfield Homes Indemnity"), by Brookfield Homes Holdings LLC ("Brookfield Homes"), attached as Attachment I hereto, and the Indemnity Letter, dated the date hereof(the"Developer Indemnity_ Letter"), by Brookfield ASLD 8500 LLC (the "Developer'), attached as Attachment II 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) 690062458 4886-7273-2030.6 11004996640 of the$[Par] aggregate principal amount of"Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. 1 Special Assessment Bonds, Series 2024" (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 April 16, 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. 2 11004996640 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 April _, 2024, which, including the cover page, the inside front cover page and all appendices thereto, is herein referred 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. 3 1100499664\2\ 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 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 II 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 II 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. 4 1100499664\2\ 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: (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 party 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 5 11004996640 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.] (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 parry 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 6 11004996640 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 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. 2 Waiver and Development Agreement Pertaining To The To Be Formed Assessment Area No. 1, dated as of March 7,2024(the"Waiver Agreement"),by and among the Issuer,Brookfield Homes and the Developer, the Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of October 10, 2022, by and among the City of Apache Junction, Arizona (the "City"), the Issuer, Brookfield Homes, and the Developer, as thereafter amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024 (as so amended, the "CFD Development Agreement"), by and among the City, the Issuer, Brookfield Homes and the Developer, 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 7 11004996640 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, 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, 8 11004996640 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 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 15c2-12, 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 9 1100499664\2\ 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. (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. 10 1100499664\2\ 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 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, of Brookfield Homes contained in the Brookfield Homes Indemnity Letter, and of the Developer contained in the Developer Indemnity Letter, and the performance by the Issuer of its obligations hereunder, by Brookfield Homes pursuant to the Brookfield Homes Indemnity Letter, and by the Developer pursuant to the Developer 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, of Brookfield Homes contained in the Brookfield Homes Indemnity Letter, and of the Developer contained in the Developer 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. 11 1100499664\2\ (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. (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 Ballard Spahr LLP, counsel to the Developer, 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 Issuer to the effect that: (a) the representations and agreements 12 11004996640 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, 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 Brookfield Homes, signed by authorized officials of Brookfield Homes and in form and substance satisfactory to the Underwriter, to the effect that the representations 13 11004996640 and warranties contained in the Brookfield Homes Indemnity Letter, the Waiver Agreement, the CFD Development Agreement and in the documents executed by Brookfield Homes in connection with the issuance of the Bonds are true and correct in all material respects as of the Closing; (vii) A certificate or certificates of the Developer, signed by authorized officials of the Developer and in form and substance satisfactory to the Underwriter,to the effect that the representations and warranties contained in the Developer Indemnity Letter, the Waiver Agreement,the CFD Development Agreement and in the documents executed by the Developer in connection with the issuance of the Bonds are true and correct in all material respects as of the Closing; (viii) Executed or certified copies of each of the Issuer Documents; (ix) 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; (x) A certified copy of the Bond Resolution; (xi) Specimen Bonds; (xii) A counterpart original of the Official Statement manually executed on behalf of the Issuer by an authorized officer of the Issuer; (xiii) 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; (xiv) 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; (xv) 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, (xvi) A copy of the Issuer's executed Blanket Letter of Representation to DTC; and (xvii) 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 the Developer with legal requirements, the truth and accuracy, as of the time of Closing, of the 14 1100499664\2\ representations of the Issuer herein contained, of Brookfield Homes contained in the Brookfield Homes Indemnity Letter, and of the Developer contained in the Developer Indemnity Letter, and the due performance or satisfaction by the Issuer,Brookfield Homes and the Developer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer, Brookfield Homes and the Developer. 9. TERMINATION. If the Issuer and the Developer 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"): (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 15 11004996640 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 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 the Developer 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 16 11004996640 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. 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 17 1100499664\2\ 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. 1.1. 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 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. 18 1100499664\2\ 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. 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. 2, 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 19 11004996640 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 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. If 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 1100499664\2\ Very truly yours, STIFEL,NICOLAUS & COMPANY, INCORPORATED Mark Reader, Managing Director Approved and Agreed to: [Pricing Date] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 By: Printed Name: Title: [Signature page to Bond Purchase Agreement] 11 00499664\2\ SCHEDULE $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. I 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 11004996640 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-2 1100499664\2\ EXHIBIT A FORM OF ISSUE PRICE CERTIFICATE $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. 1 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. 2 (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-1 1100499664\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 1100499664\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. 2. (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 1100499664\2\ SCHEDULE A Actual Sales Information as of Closing Date Payment Date (July 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 Payment Date (July 1) coupon Par Amount Offerint!Price [*Yield calculated to July 1, 20_, the first optional redemption date.] A-4 11004996640 SCHEDULE B [Actual Sales for Undersold Maturities as of the Closing Date Payment Date (July 1) Date Sold Par Amount Sale Price **] [PRICING WIRE OR EQUIVALENT COMMUNICATION] (Attached) A-5 1100499664\2\ SCHEDULE C SUPPLEMENTAL ISSUE PRICE CERTIFICATE $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. 1 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. 2. (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 1100499664\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 11004996640 EXHIBIT A TO SUPPLEMENTAL ISSUE PRICE CERTIFICATE" A-8 1100499664\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. 2 (Apache Junction, Arizona) Assessment Area No. I Special Assessment Bonds, Series 2024 WE HAVE ACTED as Bond Counsel to Superstition Vistas Community Facilities District No. 2 (the "Issuer") in connection with the issuance this date by the Issuer of bonds designated its Superstition Vistas Community Facilities District No. 2 (Apache Junction,Arizona) Assessment Area No. I 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 April 16, 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 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 1100499664\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 Brookfield Homes Holdings LLC (`Brookfield Homes") and Brookfield ASLD 8500 LLC ("Brookfield 8500"), provided in the Waiver Agreement and the CFD Development Agreement), opinions (including particularly,but not by way of limitation,an opinion of Ballard Spahr LLP,counsel to Brookfield Homes and Brookfield 8500), 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, Brookfield Homes and Brookfield 8500 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. 1. 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 1100499664\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 11004996640 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 11004996640 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 1100499664\2\ EXHIBIT C FORM OF OPINION OF COUNSEL TO BROOKFIELD HOMES AND THE DEVELOPER [BALLARD SPAHR LLP] [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. 2 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Re: Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona)Assessment Area No. 1 Special Assessment Bonds, Series 2024 (the "Bonds") Ladies and Gentlemen: We have acted as special counsel to Brookfield Homes Holdings LLC,a California limited liability company (`Brookfield Homes") and Brookfield ASLD 8500 LLC, a Delaware limited liability company(the"Developer"and collectively with Brookfield Homes,the"Companies") in connection with the transactions provided for by the documents referred to herein pertaining to the sale and issuance of the captioned Bonds sold pursuant to the Bond Purchase Agreement, dated [Pricing Date] (hereinafter referred to as the"Bond Purchase Agreement"),by and between Stifel, Nicolaus & Company, Incorporated, as underwriter(hereinafter referred to as the "Underwriter") and the Superstition Vistas Community Facilities District No. 2 (hereinafter referred to as the "District"). Any capitalized term used herein and not defined shall have the meaning assigned to it in the Bond Purchase Agreement. For purposes of this opinion, we have examined the following documents, each of which is dated as of the date hereof unless otherwise indicated(the "Documents"): Preliminary Official Statement issued by the District on [ , 2024] (hereinafter referred to as the "Preliminary Official Statement") and Official. Statement issued by the District on [Pricing Date] (hereinafter referred to as the "Official Statement"); Bond Purchase Agreement; C-1 1100499664\2\ Indemnity Letter of Brookfield Homes dated [Pricing Date] (the `Brookfield Homes Indemnity Letter"), the executed original of which was delivered to Underwriter and the District concurrently with the execution of the Bond Purchase Agreement; Indemnity Letter of the Developer dated [Pricing Date] (the "Developer Indemnity Letter"), the executed original of which was be delivered to Underwriter and the District concurrently with the execution of the Bond Purchase Agreement; Closing Certificates of the Companies dated [Closing Date] (the "Developer Closing Certificates"), the executed originals of which will be delivered to Underwriter concurrently with the closing of the Transactions, and copies of which are enclosed herewith; [Formation/Governance Documents] Opinion of Special Counsel from [ ], dated ................... 20..... in reference to the Companies, for the benefit of Underwriter and the District, and for the reliance by the law firm of Ballard Spahr LLP, to which we expressly refer, and upon which we rely, for the opinions expressed herein, the executed original of which is being delivered concurrently to the District's Bond Counsel, Greenberg Traurig, LLP, and a copy of which is enclosed herewith. We have also examined such other certificates of public officials, certificates of representatives of the Companies and such other documents and instruments as we have considered necessary or appropriate for the purposes of this opinion, upon which we have relied with respect to the accuracy of material or factual matters contained in such certificates, which were not independently established. In rendering the following opinions, we have assumed: (a) The genuineness of all signatures to the Documents and the legal capacity of each natural person executing any of the Documents; (b) The authenticity and completeness of Documents submitted as originals, and the conformity to originals of documents submitted as copies and, without investigation, that any certificate, representation (oral or otherwise), facsimile transmission, email or other documents 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, provided we have not acquired any knowledge of any facts inconsistent with this assumption; (c) The due authorization, execution, acknowledgement where necessary, and delivery, and the validity and binding effect, of the Documents listed in paragraphs 1 through 4 above (the "Transaction Documents") with regard to the parties thereto other than the Company, and that the transactions (the "Transactions") contemplated by the Transaction Documents are fully authorized by all necessary action by or on behalf of the parties thereto other than the Companies, and are in compliance with all laws,rules or regulations governing the parties thereto other than the Companies; C-2 1100499664\2\ (d) All parties to the Transaction Documents other than the Companies are duly formed and validly existing, have the power and authority under applicable laws and regulations to enter into and perform the Transactions, have complied in all material respects with all. applicable laws and regulations with respect to the Transactions and have obtained all necessary consents, authorizations, approvals, permits or certificates (governmental and otherwise) which are required as a condition to the execution and delivery of such Documents by such parties and to the consummation of the transactions described therein by such parties; (e) The Transaction Documents accurately and completely describe and contain all the agreements and understandings between the parties thereto with respect to the matters contained therein and there are no oral or written statements or agreements that modify, amend or vary,or purport to modify,amend or vary,any of the terms of the Transaction Documents or facts or events (such as fraud or duress) that have occurred in connection with the execution, acknowledgment and delivery of the Transaction Documents that would impair the enforceability of the Brookfield Homes Indemnity Letter or the Developer Indemnity Letter; (f) All rules and regulations of governmental authorities, applicable to this opinion are generally available to lawyers practicing in the State of Arizona and are in a format that makes legal research reasonably feasible; (g) All parties to the Transactions have complied with the requirement of good faith, fair dealing and conscionability and will perform their respective obligations and enforce their respective rights thereunder in circumstances and in a manner which is commercially reasonable and in accordance with applicable law (procedural or otherwise); (h) The Underwriter and the District have acted without notice of any defense against the enforcement of any rights created by the Transaction Documents; (i) The truth and accuracy of all of the representations and warranties of all parties contained in the Documents and the absence of adverse facts not apparent from the face of the instruments and documents we have examined, except to the extent of our knowledge (as hereinafter defined); 0) The truth and accuracy of all reports and other documents prepared by third party consultants relating to the Transactions or the property that is the subject of the Transactions, or to any of the property within the District; (k) Each of the Transaction Documents required to be executed, ratified, notarized,filed,recorded or indexed to be effective have been or,will be timely and properly filed, recorded or indexed in the appropriate governmental offices and that the recipient will timely file all necessary continuation statements; (1) No interest, fees or other charges will be collected with respect to the Transactions that are not clearly specified in the Transaction Documents or that are not permitted by applicable law; C-3 1100499664\2\ (m) The Companies have paid all income taxes, fines, jeopardy, or fraud assessments, and interest due from each of them,respectively, and payable to the State of Arizona; and (n) The Companies hold the requisite title and rights to any real or personal property involved in the Transactions or otherwise purported to be owned by the Companies. Whenever any portion of this opinion is limited to the existence or absence of fact "to our knowledge" or words of similar import, it is limited to the current actual knowledge of the firm's attorneys who have devoted substantive attention to the matters related to the Transactions and the Transaction Documents on behalf of the Companies. Where statements in this opinion are qualified by the term"material"or"materially,"those statements involve judgments and opinions as to the materiality or lack of materiality of any matter to the Companies or their businesses,assets or financial conditions that are entirely those of the Companies, after having been advised by us as to the legal effect and consequences of such matters. Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, it is our opinion that: I. The Brookfield Homes Indemnity Letter, the Developer Indemnity Letter and the Developer Closing Certificates have been duly and validly executed and delivered by the Companies, and the Brookfield Homes Indemnity Letter and Developer Indemnity Letter constitute valid and legally binding obligations of the respective Companies, enforceable against the Companies in accordance with their respective terms. 2. To our knowledge, the information contained in the Preliminary Official Statement and the Official Statement pertaining to the Companies and the master planned community known as Blossom Rock (referred to therein as the "Project") under the headings "INTRODUCTION" (but only as to those portions which discuss the Companies and cross- referenced to "LAND DEVELOPMENT" and "THE PUBLIC INFRASTRUCTURE"), "LAND DEVELOPMENT", "THE PUBLIC INFRASTRUCTURE", "THE OTHER INFRASTRUCTURE", 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,"respectively,does not contain any untrue statement of a 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, we have not undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement except as and to the extent otherwise 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, we have not acquired any knowledge that the Preliminary Official Statement or the Official Statement (except for the financial information and notes thereto and schedules and other financial or statistical date included therein, as to which we express no opinion) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which the statements are made, not misleading. C-4 11004996640 The opinions expressed herein are subject to the following qualifications: (i) Enforceability of the Brookfield Homes Indemnity Letter and the Developer Indemnity Letter may be limited by bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium, arrangement, or laws or court decisions affecting the enforcement of creditors' rights generally. (ii) Enforceability of certain rights and remedies in respect of the Brookfield Homes Indemnity Letter and the Developer Indemnity Letter may be restricted by the doctrines of waiver, estoppel, election of remedies, commercial reasonableness or by the application of other equitable principles, whether remedies are sought in equity or at law. Without limiting the generality of the foregoing, we note specifically that such principles of equity are of general application, and in applying such principles an Arizona State court or a Federal District Court for the State of Arizona may determine that certain waivers, procedures, remedies, indemnities and other provisions of the Brookfield Homes Indemnity Letter and the Developer Indemnity Letter are unenforceable under or limited by Arizona law. The opinion on enforceability is limited to enforcement in courts in the State of Arizona and, as referenced below, assuming the application of Arizona law. (iii) Certain waivers, procedures, remedies, indemnities and other provisions of the Brookfield Homes Indemnity Letter and the Developer Indemnity Letter may be unenforceable under or limited by Arizona law; however, subject to the other qualifications and limitations expressed herein, such law will not, in our opinion, render invalid as a whole or substantially prevent the practical realization of the benefits intended in connection with the transactions contemplated by the Brookfield Homes Indemnity Letter and the Developer Indemnity Letter if the other party(ies) act in good faith and in a commercially reasonable manner in the performance and enforcement of the Brookfield Homes Indemnity Letter and the Developer Indemnity Letter and otherwise in accordance with the requirements of applicable law, except for the economic consequences of any procedural delay or of any application of the doctrines of penalty and forfeiture, and except that the principles of guaranty and suretyship may prevent the practical realization of the benefits intended by the indemnity provisions in the Brookfield Homes Indemnity Letter and the Developer Indemnity Letter. (iv) The qualification that any matter stated in general terms herein shall be limited by any less general or any more specific statement on such matter as may also be contained herein; and (v) The qualification that in rendering the opinions set forth herein, we do not purport to express any opinion on the financial capability or condition of the Companies or any affiliate of the Companies, or their business operations or financial ability to perform under the Brookfield Homes Indemnity Letter and the Developer Indemnity Letter or in connection with the transactions contemplated thereby. We are expressing no opinion as to: (a) The enforceability of any indemnity provision with respect to any claims or other matters that result from the negligence or willful misconduct of any party or the failure of any party to act in a commercially reasonable manner; C-5 11004996640 (b) The compliance of the Transaction Documents,or the applicability or effect of any registration or qualification with respect to any federal or state securities or tax law or regulation including any "blue sky" laws of any state; (c) The applicability or effect of any federal or state tax, environmental,health or safety or zoning, land use or subdivision laws, rules or regulation, or any county or municipal. ordinances; (d) The title to or priority of any lien or security interest created in connection with the transactions contemplated by the Transaction Documents or with respect to the property that is the subject of such transactions except as expressly stated herein; or (e) The legal validity and sufficiency of the acts of any of the other parties to the Transactions. We do not purport to express any opinion herein concerning any law other than the laws of the State of Arizona and the limited liability limited partnership law of the State of Delaware. With respect to such law, our opinions are as to what the law is or might reasonably be expected to be at the date hereof, and we assume no obligation to revise or supplement this opinion due to any change in the law by legislative action,judicial decision or otherwise. Any opinion as to enforceability is limited to enforceability as between the original parties thereto. We do not render any opinion with respect to any matters other than those expressly set forth above. The opinions contained herein are furnished to and solely for the benefit of the addressees. Accordingly, this opinion may not be relied upon by, filed with or furnished or delivered to or quoted in any manner to any other person or entity, or referred to in any financial statement, report or related document, without, in each instance, our prior written consent; provided, we hereby consent to the references made to this firm in the Official Statement. Respectfully submitted, C-6 1100499664\2\ ATTACHMENT I BROOKFIELD HOMES INDEMNITY LETTER INDEMNITY LETTER FOR NOT TO EXCEED $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (APACHE JUNCTION, ARIZONA) ASSESSMENT AREA NO. I 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. 2 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Attention: District Manager Re: Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. I Special Assessment Bonds, Series 2024 Ladies and Gentlemen: This letter (the "Indemnity Letter") is delivered by Brookfield Homes Holdings LLC, a California limited liability company ("Brookfield Homes"), in order to induce Stifel, Nicolaus & Company, Incorporated (the "Underwriter") and Superstition Vistas Community Facilities District No. 2 (the"District")to enter into the Bond Purchase Agreement, dated [Pricing Date] (the "Bond Purchase Agreement"), related to the purchase by the Underwriter of the captioned bonds (the "Bonds"). Terms that are defined in the Bond Purchase Agreement have the meanings ascribed to them therein when used herein. 1. In consideration of the execution and delivery of the Bond Purchase Agreement, Brookfield Homes represents and warrants to the Underwriter and the District that: (a) Brookfield Homes is a limited liability company duly formed and existing under the laws of the State of California and qualified to do business in Arizona. Attachment 1, page 1 (b) The information in the Preliminary Official Statement and the Official Statement under the headings "INTRODUCTION" (but only as to those portions which discuss Brookfield Homes and cross-referenced to "LAND DEVELOPMENT" and "THE PUBLIC INFRASTRUCTURE"), "LAND DEVELOPMENT," "THE PUBLIC INFRASTRUCTURE," "THE OTHER INFRASTRUCTURE," and "RISK FACTORS" (except the information under the subheading "Direct and Overlapping Indebtedness and Taxes"), and in Appendix C — "EXECUTIVE SUMMARY OF APPRAISAL" (but not to the opinions of value contained therein) and Appendix G — "SUMMARY OF ASLD DOCUMENTS," respectively, is true and correct in all material respects for the purposes for which its use is or was authorized, and such information did not and 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 nor the Superstition Vistas Community Facilities District No. 2 Waiver and Development Agreement Pertaining To The To Be Formed Assessment Area No. 1, dated as of March 7, 2024 (the "Waiver Agreement"), by and among the District, Brookfield Homes and Brookfield ASLD 8500 LLC (`Brookfield 8500"),or the Amended and Restated District Development,Financing Participation, Waiver and Intergovernmental Agreement, dated as of October 10, 2022, by and among the City of Apache Junction (the "City"), the District, Brookfield Homes, and Brookfield 8500, as thereafter amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024 (as so amended, the "CFD Development Agreement" and, together with the Waiver Agreement and this Indemnity Letter, the "Documents"), by and among the City, the District, Brookfield Homes and Brookfield 8500, nor the consummation of any other of the transactions herein and therein contemplated, nor the fulfillment of, or compliance with, the terms hereof or thereof, shall contravene the organizational documents of Brookfield Homes or conflict with or result in a breach by Brookfield Homes of any of the terms, conditions or provisions of, or constitute a default by Brookfield Homes under, any bond, debenture, note, mortgage, indenture, agreement or other instrument to which Brookfield Homes is a party or by which it is or may be bound or to which any of the property or assets of Brookfield Homes is or may be subject, or any law or any order, rule or regulation applicable to Brookfield Homes of any court, federal or state regulatory body, administrative agency or other governmental body having jurisdiction over Brookfield Homes or any of its properties or operations, or(except as contemplated by the 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 Brookfield Homes under the terms of any such restriction, bond, debenture, note, mortgage, indenture, agreement, instrument, law, order, rule or regulation. (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 or, to the best knowledge of Brookfield Homes, threatened against Brookfield Homes 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 Brookfield Homes,or materially and adversely affect the properties (taken as a whole) of Brookfield Homes, and that has not been disclosed in the Preliminary Official Statement or the Official Statement, (ii) materially adversely affect the transactions contemplated by the Bond Purchase Agreement or the Documents or (iii) adversely Attachment I, page 2 affect the validity or enforceability of the Documents against Brookfield Homes. (e) Brookfield Homes has (or had at the time of execution and delivery of the Waiver Agreement and the CFD Development Agreement) the full power and authority to execute and deliver the Documents and perform its obligations hereunder and thereunder and engage in the transactions contemplated by the Bond Purchase Agreement and the Documents, and the Documents have been duly authorized by Brookfield Homes and, when executed by all applicable parties thereto will constitute valid, binding and enforceable obligations of Brookfield Homes except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and/or by 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 of the transactions contemplated by the Bond Purchase Agreement and the Documents, other than the permits and licenses for construction of the Project (as defined in the Official Statement) contemplated by the Waiver Agreement and the CFD Development Agreement, which have not yet been issued; provided that no representation is made as to the compliance of the offer and sale of the Bonds with any securities law or regulation or any consents, approvals, authorizations or other action by the City or the District. 2. To the extent permitted by law,Brookfield Homes shall indemnify and hold harmless the Underwriter and each director,trustee,partner,member, officer, official 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 sometimes called an "Underwriter Indemnified Party") and the District and each director, trustee, partner, member, 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, several as to the Underwriter Indemnified Parties,but joint or several as to the District Indemnified Parties, (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, 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, except such indemnification shall not extend to any other statements in the Official Statement and (ii) with respect to a District Indemnified Party only to the extent of the aggregate amount paid in any settlement of any litigation commenced or threatened 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 Brookfield Homes (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 Attachment I, page 3 indemnification may be sought against Brookfield Homes, notify Brookfield Homes in writing of the commencement thereof. Failure of the Indemnified Party to give such notice will reduce the liability of Brookfield Homes by the amount of damages attributable to the failure of the Indemnified Party to give such notice to Brookfield Homes but the omission to notify Brookfield Homes of any such action shall not relieve Brookfield Homes 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 Parry and such Indemnified Party shall notify Brookfield Homes of the commencement thereof, Brookfield Homes may, or if so requested by such Indemnified Party shall, participate therein or assume the defenses thereof, with counsel satisfactory to such Indemnified Party and Brookfield Homes(it being understood that,except as hereinafter provided, Brookfield Homes shall not be liable for the expenses of more than one counsel representing the Indemnified Parties in such action), and after notice from Brookfield Homes to such Indemnified Party of an election so to assume the defenses thereof, Brookfield Homes 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 other than reasonable costs of investigation; provided, however, that unless and until Brookfield Homes assumes the defense of any such action at the request of such Indemnified Party, Brookfield Homes shall have the right to participate at its own expense in the defense of any such action. If within a reasonable time after receipt of notice of any such action Brookfield Homes shall not have employed counsel to have charge of the defense of any such action or if an Indemnified Party shall have reasonably concluded (and shall have notified Brookfield Homes) that there may be defenses available to it and/or other Indemnified Parties that are different from or additional to those available to Brookfield Homes (in which case Brookfield Homes shall not have the right to direct the defense of such action on behalf of such Indemnified Party) or to other Indemnified Parties, reasonable legal and other necessary expenses,including the expense of separate counsel,incurred by such Indemnified Party shall be borne by Brookfield Homes. 3. All of the representations,warranties, and agreements of Brookfield Homes contained in the 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 paragraph 2 hereof or Brookfield Homes or(ii) delivery of and payment for the Bonds. 4. This letter is solely for the benefit of the Underwriter, the District and their successors or assigns, and, to the extent provided in paragraph 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 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. Brookfield Homes shall pay all costs and expenses of its counsel with respect to the issuance and delivery of the Bonds. 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 Attachment I, page 4 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. [Remainder of page intentionally left blank.] Attachment I, page 5 8. Brookfield Homes consents to the references to Brookfield Homes in the Official Statement. Respectfully submitted, [BROOKFIELD HOMES HOLDINGS LLCJ A California limited liability company [confirm signature block] By: Name: Title: Attachment I-6 1100499664\2\ ATTACHMENT 11 DEVELOPER INDEMNITY LETTER INDEMNITY LETTER FOR NOT TO EXCEED $[Par] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (APACHE JUNCTION, ARIZONA) ASSESSMENT AREA NO. I 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. 2 c/o City of Apache Junction, Arizona 300 E. Superstition Boulevard Apache Junction, Arizona 85119 Attention: District Manager Re: Superstition Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. I Special Assessment Bonds, Series 2024 Ladies and Gentlemen: This letter (the "Indemnity Letter") is delivered by Brookfield ASLD 8500 LLC, an Delaware limited liability company ("Brookfield 8500"), in order to induce Stifel, Nicolaus & Company, Incorporated (the "Underwriter") and Superstition Vistas Community Facilities District No. 2 (the "District") to enter into the Bond Purchase Agreement, dated [Pricing Date] (the "Bond Purchase Agreement"), related to the purchase by the Underwriter of the captioned bonds (the "Bonds"). Terms that are defined in the Bond Purchase Agreement have the meanings ascribed to them therein when used herein. 1. In consideration of the execution and delivery of the Bond Purchase Agreement, Brookfield 8500 represents and warrants to the Underwriter and the District that: (a) Brookfield 8500 is a limited liability company duly formed and existing under the laws of the State of Delaware and qualified to do business in Arizona. Attachment 11, page 1 (b) The information in the Preliminary Official Statement and the Official Statement under the headings "INTRODUCTION" (but only as to those portions which discuss Brookfield 8500 and cross-referenced to "LAND DEVELOPMENT" and"THE PUBLIC INFRASTRUCTURE"), "LAND DEVELOPMENT," "THE PUBLIC INFRASTRUCTURE," "THE OTHER INFRASTRUCTURE,"and"RISK FACTORS"(except the information under the subheading "Direct and Overlapping Indebtedness and Taxes"), and in Appendix C — "EXECUTIVE SUMMARY OF APPRAISAL"(but not to the opinions of value contained therein) and Appendix G— "SUMMARY OF ASLD DOCUMENTS," respectively, is true and correct in all material respects for the purposes for which its use is or was authorized, and such information did not and 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 nor the Superstition Vistas Community Facilities District No. 2 Waiver and Development Agreement Pertaining To The To Be Formed Assessment Area No. 1, dated as of March 7, 2024 (the "Waiver Agreement"),by and among the District,Brookfield Homes Holdings LLC ("Brookfield Homes") and Brookfield 8500,or the Amended and Restated District Development,Financing Participation, Waiver and Intergovernmental Agreement, dated as of October 10, 2022, by and among the City of Apache Junction (the "City"), the District, Brookfield Homes, and Brookfield 8500, as thereafter amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024 (as so amended, the "CFD Development Agreement" and, together with the Waiver Agreement and this Indemnity Letter, the "Documents"), by and among the City, the District, Brookfield Homes and Brookfield 8500, nor the consummation of any other of the transactions herein and therein contemplated, nor the fulfillment of, or compliance with, the terms hereof or thereof, shall contravene the organizational documents of Brookfield 8500 or conflict with or result in a breach by Brookfield 8500 of any of the terms, conditions or provisions of, or constitute a default by Brookfield 8500 under, any bond, debenture, note, mortgage, indenture, agreement or other instrument to which Brookfield 8500 is a party or by which it is or may be bound or to which any of the property or assets of Brookfield 8500 is or may be subject, or any law or any order, rule or regulation applicable to Brookfield 8500 of any court, federal or state regulatory body, administrative agency or other governmental body having jurisdiction over Brookfield 8500 or any of its properties or operations, or(except as contemplated by the 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 Brookfield 8500 under the terms of any such restriction, bond, debenture, note, mortgage, indenture, agreement, instrument, law, order, rule or regulation. (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 or, to the best knowledge of Brookfield 8500, threatened against Brookfield 8500 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 Brookfield 8500, or materially and adversely affect the properties (taken as a whole) of Brookfield 8500, and that has not been disclosed in the Preliminary Official Statement or the Official Statement, (ii) materially adversely affect the transactions contemplated by the Bond Purchase Agreement or the Documents or (iii) adversely Attachment 11, page 2 affect the validity or enforceability of the Documents against Brookfield 8500. (e) Brookfield 8500 has(or had at the time of execution and delivery of the Waiver Agreement and the CFD Development Agreement) the full power and authority to execute and deliver the Documents and perform its obligations hereunder and thereunder and engage in the transactions contemplated by the Bond Purchase Agreement and the Documents, and the Documents have been duly authorized by Brookfield 8500 and, when executed by all applicable parties thereto will constitute valid, binding and enforceable obligations of Brookfield 8500 except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and/or by 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 of the transactions contemplated by the Bond Purchase Agreement and the Documents, other than the permits and licenses for construction of the Project (as defined in the Official Statement) contemplated by the Waiver Agreement and the CFD Development Agreement, which have not yet been issued; provided that no representation is made as to the compliance of the offer and sale of the Bonds with any securities law or regulation or any consents, approvals, authorizations or other action by the City or the District. 2. To the extent permitted by law, Brookfield 8500 shall indemnify and hold harmless the Underwriter and each director,trustee,partner,member, officer, official 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 sometimes called an "Underwriter Indemnified Party") and the District and each director, trustee, partner, member, 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, several as to the Underwriter Indemnified Parties,but joint or several as to the District Indemnified Parties, (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 I(b) above in the Official Statement or any amendment or supplement thereto, 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, except such indemnification shall not extend to any other statements in the Official Statement and (ii) with respect to a District Indemnified Party only to the extent of the aggregate amount paid in any settlement of any litigation commenced or threatened 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 Brookfield 8500 (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 Attachment II, page 3 indemnification may be sought against Brookfield 8500, notify Brookfield 8500 in writing of the commencement thereof. Failure of the Indemnified Party to give such notice will reduce the liability of Brookfield 8500 by the amount of damages attributable to the failure of the Indemnified Party to give such notice to Brookfield 8500 but the omission to notify Brookfield 8500 of any such action shall not relieve Brookfield 8500 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 Indemnified Parry shall notify Brookfield 8500 of the commencement thereof, Brookfield 8500 may, or if so requested by such Indemnified Party shall, participate therein or assume the defenses thereof, with counsel satisfactory to such Indemnified Party and Brookfield 8500 (it being understood that, except as hereinafter provided, Brookfield 8500 shall not be liable for the expenses of more than one counsel representing the Indemnified Parties in such action), and after notice from Brookfield 8500 to such Indemnified Party of an election so to assume the defenses thereof, Brookfield 8500 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 other than reasonable costs of investigation;provided, however, that unless and until Brookfield 8500 assumes the defense of any such action at the request of such Indemnified Party, Brookfield 8500 shall have the right to participate at its own expense in the defense of any such action. If within a reasonable time after receipt of notice of any such action Brookfield 8500 shall not have employed counsel to have charge of the defense of any such action or if an Indemnified Party shall have reasonably concluded(and shall have notified Brookfield 8500) that there may be defenses available to it and/or other Indemnified Parties that are different from or additional to those available to Brookfield 8500 (in which case Brookfield 8500 shall not have the right to direct the defense of such action on behalf of such Indemnified Party) or to other Indemnified Parties, reasonable legal and other necessary expenses, including the expense of separate counsel, incurred by such Indemnified Party shall be borne by Brookfield 8500. 3. All of the representations, warranties, and agreements of Brookfield 8500 contained in the 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 paragraph 2 hereof or Brookfield 8500 or(ii) delivery of and payment for the Bonds. 4. This letter is solely for the benefit of the Underwriter, the District and their successors or assigns, and, to the extent provided in paragraph 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 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. Brookfield 8500 shall pay all costs and expenses of its counsel with respect to the issuance and delivery of the Bonds. 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 Attachment 11, page 4 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. [Remainder of page intentionally left blank.] Attachment II, page 5 8. Brookfield 8500 consents to the references to Brookfield 8500 in the Official Statement. Respectfully submitted, [BROOKFIELD ASLD 8500 LLCJ A Delaware limited liability company [confirm signature block] By: Name: Title: Attachment 1I-6 1100499664\2\ 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. 2 (Apache Junction, Arizona) Assessment Area No. 1 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. 2, 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-1 1100499664\2\ DRAFT 4-9-24 PRELIMIiN'ARY OFFICIAL, STATEMENT DATED r PRIL 1",2024 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 for tax years beginning after 2022. 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 ofSection 265(b)(3)of the Code. See "QUALIFIED TAX-EXEMPT OBLIGATIONS"herein. $1,939,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO.1 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.2(Apache Junction,Arizona)Assessment Area No. 1 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.2(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 Brookfield ASLD 8500 LLC,by its counsel,Ballard Spahr LLP,Phoenix,Arizona. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about May 22,2024*. i 1FEL *Preliminary,subject to change. $1,939,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO.1 SPECIAL ASSESSMENT BONDS,SERIES 2024 (BANK QUALIFIED) MATURITY SCHEDULE* Maturity Date Interest (July 1) Principal Rate Yield CUSIP No. 2026 $39,000 2027 41,000 2028 44,000 2029 47,000 2030 50,000 2031 53,000 2032 57,000 2033 60,000 2034 64,000 2035 68,000 2036 73,000 2037 77,000 2038 82,000 2039 88,000 2040 93,000 2041 100,000 2042 106,000 2043 11.3,000 2044 120,000 2045 128,000 2046 136,000 2047 145,000 2048 155,000 $ 000 Term Bonds @ %Due July 1,20_-Price % $ 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.2 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..................................................(ii) MAP SHOWING LOCATION OF THE DISTRICT AND SUPERSTITION VISTAS IN THE CONTEXT OF THE SURROUNDING AREA.................................................................................................................................................................................................................(iv) MAP SHOWING LOCATION OF ASSESSMENT AREA NO.1 IN THE CONTEXT OF THE DISTRICT......................................................(vii) MAP SHOWING LOCATION OF PUBLIC INFRASTRUCTURE IN ASSESSMENT AREA NO.1.................................................................(ix) INTRODUCTION...........................................................................................................................................................................................................l AssessmentArea.............................................................................................................................................................................................................2 THEBONDS...................................................................................................................................................................................................................2 Authorizationand Purpose..............................................................................................................................................................................................2 GeneralDescription........................................................................................................................................................................................................2 BondRegistrar and Paying Agent...................................................................................................................................................................................2 RedemptionProvisions...................................................................................................................................................................................................3 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.........................................................................................................................................................13 THE PUBLIC INFRASTRUCTURE...........................................................................................................................................................................13 THEOTHER INFRASTRUCTURE............................................................................................................................................................................14 LANDDEVELOPMENT.............................................................................................................................................................................................14 InGeneral......................................................................................................................................................................................................................17 TheDeveloper...............................................................................................................................................................................................................18 TheDistrict....................................................................................................................................................................................................................19 AssessedLots................................................................................................................................................................................................................19 RISKFACTORS...........................................................................................................................................................................................................21 General Risks of Real Estate Investment and Development;Certain Factors Which May Adversely Affect Development;Consequences............21 Concentration of Ownership;Subsequent Transfer......................................................................................................................................................22 Failure or Inability to Complete Proposed Development.............................................................................................................................................22 Completion of the Public Infrastructure and the Other Infrastructure.........................................................................................................................23 Availabilityof Utilities.................................................................................................................................................................................................23 Availabilityof Water.....................................................................................................................................................................................................23 Direct and Overlapping Indebtedness and Taxes.........................................................................................................................................................24 AppraisedValue............................................................................................................................................................................................................24 Non-Payment of Assessments.......................................................................................................................................................................................24 Bankruptcyand Foreclosure Delays.............................................................................................................................................................................25 Depletionof Reserve Fund............................................................................................................................................................................................25 Certificate of Purchase and Participation and Infrastructure Contract.........................................................................................................................25 EnvironmentalMatters..................................................................................................................................................................................................26 Amendment of Documents Referenced........................................................................................................................................................................26 Cancellationof Contracts..............................................................................................................................................................................................27 NoCredit Rating...........................................................................................................................................................................................................27 Projections.....................................................................................................................................................................................................................27 Riskof Internal Revenue Service Audit.......................................................................................................................................................................27 NoDistrict Financial Statements..................................................................................................................................................................................28 NoReview of Filings....................................................................................................................................................................................................28 LITIGATION................................................................................................................................................................................................................28 QUALIFIED TAX-EXEMPT OBLIGATIONS...........................................................................................................................................................28 TAXEXEMPTION.......................................................................................................................................................................................................28 InGeneral......................................................................................................................................................................................................................28 Original Issue Premium and Original Issue Discount..................................................................................................................................................29 Changesin Federal and State Tax Law.........................................................................................................................................................................30 InformationReporting and Backup Withholding.........................................................................................................................................................30 NOCREDIT RATING.................................................................................................................................................................................................30 FINANCIAL STATEMENTS......................................................................................................................................................................................30 LEGALMATTERS......................................................................................................................................................................................................31 UNDERWRITING........................................................................................................................................................................................................31 CONTINUING DISCLOSURE....................................................................................................................................................................................31 FINANCIALADVISOR..............................................................................................................................................................................................32 RELATIONSHIPS AMONG PARTIES......................................................................................................................................................................32 CONCLUDING STATEMENT...................................................................................................................................................................................32 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................................................................................................................................CA 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-i 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) r� Lin City east Fort McDowell `ur d irP1 Sun City Fountain Hills J ail j Peoria �? Glendale Paradise Valley t LP7� Litchfield Park Scottsdale Tolleson Phoenix (-R) Goodyear TimApache Mesa r"2r' Junction �R Estrella South, ,6D Gilbert t't�'�+";�un ra ,a'n P,s f k a' rf � f �j > r e��� Regio a Park. Chandler Taura �°) 1c,f s Pin�r� l Santa 'raKa SOUTHERN AVE ERSTLTION E.A"V'(60) x ca 14 ,w s BASFLrOE,AVE x t 3APACHE ION raratat�rs. GUA€PALUPxE AVE Ow 'nA k1130Y At;E A � cz � t av ,. APJZONA IELLA STATE VIA i «+a' LAND ""a EASTMARK r� RAY AVE NA CADENCE "AT GATEWAY ENCORE: , AT EASTNMK SA EA AUGNMENT OIn �x (iii) 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) i " yt . t' l Fftt i � z t s7 S 1��� � t i7sf �tf kt�� •� t}$r `0' WARNER'AVE , y. 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I LEGEND: ASSESSED IMPROVDAEN175 (BLOSSOM ROCK TRAIL) ASSESSMENT AREA EXTENTS PARCEL❑NE LOT LINE too LOT NUMBER �X� $1,939,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO.1 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.2(Apache Junction,Arizona)Assessment Area No. 1 Special Assessment Bonds, Series 2024 (the"Bonds"),in the aggregate principal amount of$1,939,000*. 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 ("D.R. 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. 2 (the "District"). See APPENDIX A hereto for certain information about the City. The District consists of approximately 1,312 acres of a larger 2,783-acre project within the City of Apache Junction, Arizona (the "City"), where D.R. Horton was the successful bidder at the public auction conducted by Arizona State Land Department("ASLD")in November 2020 and will purchase the real property from ASLD over time pursuant to the terms of the Certificate of Purchase 53-120190 executed November 12, 2020, as thereafter amended. Upon the petition of D.R. Horton as the then-owner of all land within the boundaries of the District, the Mayor and Council of the City adopted a resolution on October 5,2021,which formed the District. Pursuant to the Purchase Agreement and Partial Assignment and Delegation of Rights Under Participation Contract,dated March 14, 2022(the`Brookfield Purchase Agreement"),by and between D.R.Horton and Brookfield Homes Holdings LLC,a California limited liability company(`Brookfield Homes"),D.R.Horton agreed to sell and Brookfield Homes agreed to purchase the real property within the boundaries of the District. Brookfield Homes subsequently assigned to Brookfield ASLD 8500 LLC,a Delaware limited liability company(the"Developer"),all of Brookfield Homes'right, title and interest to acquire and develop the real property within the boundaries of the District pursuant to the Brookfield Purchase Agreement.The Developer is now developing the mixed use,master planned community known as Blossom Rock consisting of approximately 1,312 acres of a larger 1,408 acre project(the"Project" or"Blossom Rock").The Project is located east of Ironwood Drive,west of South Dutchman Drive,south of Radiance Avenue and north of Ray Avenue.Construction on the Project commenced in November 2021,and the Developer expects the first home closings will occur in May 2024. The District was created to assist with financing the acquisition of public infrastructure and public infrastructure purposes within the District. Single family residential units represent approximately 1,170 acres within the Project. See the maps at pages (iii), (v), (vi), (viii) and(x)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 offieio, 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, Brookfield Homes 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." *Preliminary,subject to change 1 Assessment Area On March 19,2024,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 March 19, 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 each Assessed Lot. The Assessed Lots make up only a small portion of the much larger District and together make up"Assessment Area No. 1." See"LAND DEVELOPMENT-Assessed Lots." The real property comprising Assessment Area No. 1 consists of 554 lots and is approximately 109 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 or homebuilders that have purchased Assessed Lots from the Developer. See "LAND DEVELOPMENT-Assessed Lots"and,particularly, Table 5 thereunder as well as the map on pages(viii) and(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 April 16,2024* (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. 2 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(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 (Jule Amount Bonds Maturing 20_ $_,000 20 _,000 20 _,000 20 ,000 Bonds Maturing 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 *Preliminary,subject to change. 3 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." 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 estimated debt service requirements for the Bonds. Total Annual Period Ending Debt Service (July 1) Principal Interest(b) Requirements 2025 $ 139,689 $ 139,689 2026 $ 39,000 126,035 165,035 2027 41,000 123,500 164,500 2028 44,000 120,835 164,835 2029 47,000 117,975 164,975 2030 50,000 114,920 164,920 2031 53,000 111,670 164,670 2032 57,000 108,225 165,225 2033 60,000 104,520 164,520 2034 64,000 100,620 164,620 2035 68,000 96,460 164,460 2036 73,000 92,040 165,040 2037 77,000 87,295 164,295 2038 82,000 82,290 164,290 2039 88,000 76,960 164,960 2040 93,000 71,240 164,240 2041 100,000 65,195 165,195 2042 106,000 58,695 164,695 2043 113,000 51,805 164,805 2044 120,000 44,460 164,460 2045 128,000 36,660 164,660 2046 136,000 28,340 164,340 2047 145,000 19,500 164,500 2048 155,000 10,075 165,075 $ 1,939,000 (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 expected to be 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 *Preliminary,subject to change. 7 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. 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 5. 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 March 6,2024(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 February 9,2024. 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. 8 "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 85% complete,the"as is"value is less than the"as if complete"value. As indicated in Table 5 herein, each of the Assessed Lots has an overall"as is"lot value to assessment lien ratio of not less than 26 to 1 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 2023 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 2023 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. 9 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 10%. Net assessed limited property value("Net Assessed Limited Property Value")is detennined 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. 1, comparable information for Assessment Area No. I 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 10 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. TABLE 1 OVERLAPPING GENERAL OBLIGATION BONDED INDEBTEDNESS Portion Applicable to the District(a) Total Tax 2023-24 General Proportion Applicable Rates Per$100 Net Assessed Obligation to the District(a) Net Assessed Limited Bonded Approximate Net Debt Limited Property Overlapping Jurisdiction Property Value Debt(b) Percent Amount Property Value(e) State ofArizona $ 83,026,530,244 None 0.00% None None Phial County 3,390,905,658 None 0.01 None $3.8810(d) Phial County Cornmunity College District 3,390,905,658 $ 54,905,000 0.01 $ 6,647 1.9200 Central Arizona water Conservation District 3,390,905,658 None 0.01 None 0.1400(d) East Valley Institute of Technology 862,566,705 None 0.06 None 0.0500 Apache Junction Unified School District No.43 536,976,475 10,225,000 0.09 7,817 4.1254 Superstition Fire&Medical District 521,438,586 1,977,000 0.09 1,556 3.5900 City of Apache Junction 198,538,048 None 0.25 None 0.0000 Superstition Vistas Community Facilities District No.2(e) 410,526 None 100.00 None 4.1500 $ 16,021 (a) Proportion applicable to Assessment Area No. 1 is not available. Proportion applicable to the District was used instead.For Tax Year 2023,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. 1 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 11 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, 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 $0.0965 tax rate of the Pinal County Free Library,the$0.0552 tax rate for the contribution to the Pinal County Fire District Assistance and the$3.5600 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 special assessment bonds or general obligation bonds outstanding or expected to be issued by the District in the future. The District levied the Operation and Maintenance Tax(as defined herein)and property taxes to pay anticipated general obligation bond debt service in fiscal year 2023-24 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 The District $400,000,000 Other Debt of the District Assessment Area No. 1 is the first 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." SOURCES AND APPLICATIONS OF FUNDS The sources and applications of funds with respect to the Bonds are as follows: TABLE 3 SOURCES OF FUNDS Par Amount of Bonds $1,939,000.00* TOTAL SOURCES 1 939.000.00* 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. *Preliminary,subject to change. 13 The Public Infrastructure is comprised of the construction of a portion of a new roadway within the District known as Blossom Rock Trail, which cost approximately $2,200,000. The work consists of construction of approximately 3,639 linear feet of full street surface improvements,including curb and detached sidewalk. The street improvements include two lanes in each direction and tying into existing Ray Avenue to the South and extending to the North. These improvements include 12-inch potable water and 8-inch water stubs,various sizes of stonn drain, concrete curb and gutter, sidewalk,paving, striping, signage, streetlights and street sleeves. All improvements are shown on the plans sealed by Wood,Patel and Associates, on December 29,2022 and approved by the City,which may be amended from time to time to allow for additional property uses adjacent to Blossom Rock Trail 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. Contracts have been entered into for construction of the Public Infrastructure. The Public Infrastructure is being constructed and upon completion by the Developer will be acquired by the District and transferred to the City or other governmental entity upon acceptance. Proceeds from the sale of the Bonds will be used by the District to acquire the Public Infrastructure. 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$254,894,000,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.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: Ironwood Drive Phase IA and 2A at Superstition Vistas Development Units I &2—The roadway consists of approximately 3,073 lineal feet of full-street improvements from Ray Avenue to Radiance Avenue(three lanes in. each direction with a raised and landscaped median and bike lanes) and five and one-half inches (5'/2") of asphaltic concrete over an asphalt base course subgrade of thirteen inches (13"), together with traffic signal at Ray Avenue, pavement striping, traffic signage, street lighting, City of Apache Junction ITS conduit, vertical curb, detached concrete sidewalks, concrete ramps, storm drain, storm drain manholes, catch basins, 30" and 24"water mains and stubs of varying diameter, water fire hydrants, water valves, 18" sewer main and stubs of varying diameter, sewer manholes,dry utilities,and landscaping.The public improvements for the full-street of Ironwood Drive Phase IA& 2A at Superstition Vistas Development Units 1 & 2, are scheduled to be completed on or about July 2024 and are expected to be conveyed to the City on or about August 2024. Ironwood Drive Phase 1 B, I C, 2B, and 2C at Superstition Vistas Development Units I &2—The roadway consists of approximately 5,700 linear feet of full-street improvements from Radiance Avenue to the Powerline Floodway Channel (three lanes in each direction with a raised and landscaped median and bike lanes) and approximately 2,200 linear feet of half-street improvements from the Powerline Floodway Channel to Elliot Avenue (three lanes for the northbound direction with a raised and landscaped median and bike lanes). Along with five and one-half inches (51/2") of asphaltic concrete over an asphalt base course subgrade of thirteen inches (13"), together with traffic signal at Warner Avenue, pavement striping,traffic signage,street lighting,City of Apache Junction ITS conduit,vertical curb, detached concrete sidewalks, concrete ramps, 15" storm drains,box culverts and pipe culvert extensions (for box culverts 96" X 48" and adding an additional barrel 48" x 60" to the existing 120" x 60" box culvert), the pipe culverts range from 24" to 30", catch basins, 30" water main and steel encasements, water fire hydrants,water valves, 18"and 15"sewer mains and a 15"stub,sewer manholes,dry utilities,and landscaping. The 14 public improvements for Ironwood Drive Phase 1B, 1C,213,and 2C at Superstition Vistas Development Units 1 &2, are scheduled to be completed on or about July 2024 and are expected to be conveyed to the City on or about August 2024. Ray Avenue Phase 1 at Superstition Vistas Development Unit 2—The roadway consists of approximately 2,630 lineal feet of half-street improvements from.Ironwood Drive to Blossom Rock Trail(one lane in 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"),together with pavement striping,traffic signage,street lighting,City of Apache Junction ITS conduit,vertical curb,detached concrete sidewalks,concrete ramps,storm drain,storm drain manholes, catch basins, 24"water main and stubs of varying diameter, water fire hydrants, water valves, 15" sewer main and stubs of varying diameter,sewer manholes,dry utilities,and landscaping.The public improvements for the half-street of Ray Avenue Phase 1 at Superstition Vistas Development Unit 2,are scheduled to be completed on or about March 2024 and are expected to be conveyed to the City on or about April 2024. Ray Avenue Phase 2 at Superstition Vistas Development Unit 2—The roadway consists of approximately 2,567 lineal feet of half-street improvements from Blossom Rock Trail to Idaho Road(one lane in 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"), together with pavement striping, traffic signage, street lighting, City of Apache Junction ITS conduit,vertical curb,detached concrete sidewalks,concrete ramps,storm drain,storm drain manholes, catch basins, 24"water main and stubs of varying diameter,water fire hydrants,water valves, 15" sewer main and stubs of varying diameter,sewer manholes,dry utilities,and landscaping.The public improvements for the half-street of Ray Avenue Phase 2 at Superstition Vistas Development Unit 2, are scheduled to be completed on or about July 2024 and are expected to be conveyed to the City on or about August 2024. Idaho Road Phase I at Superstition Vistas Development Unit 2—The roadway consists of approximately 3,341 lineal feet of half-street improvements from Ray Avenue extending north(one lane in each direction with a bike lane) and four and one-half inches (41/2") of asphaltic concrete over an asphalt base course subgrade of nine inches (9"), together with pavement striping, traffic signage, street lighting, City of Apache Junction ITS conduit, vertical curb,detached concrete sidewalks, concrete ramps, storm drain, storm drain manholes,catch basins, 16"water main and stubs of varying diameter, water fire hydrants, water valves, dry utilities, and landscaping. The public improvements for the half-street of Ray Avenue Phase 2 at Superstition Vistas Development Unit 2,are scheduled to 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 (V1GD)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 sodiu n hypochlorite,one(1)5,000 gallon hydro pneumatic tank,related yard piping mechanical appurtenances, and related site work. These improvements are under construction and scheduled to be completed on or about May 2024 and are expected to be conveyed to the City,or other governmental entities,as applicable,on or about July 2024. Superstition Area Water Plant (SAWP) Phase I Expansion — The SAWP Phase 1 Expansion in general includes installation of one(1)75-hp 2,315-gpm raw water pump and associated piping,valves,and instrumentation, one(1) 1.4 million gallon lined raw water impound,raw water impound pump station with two(2)60-hp 2,740-gpm submersible pumps with associated piping,valves,and instrumentation,a 4 mgd automatic self-cleaning strainer,and strainer station improvements,one(1)2 mgd(1,400 gpm)Packaged Water Treatment Plant(Treatment Train 2)and connecting piping, one (1) 125-hp 1,400-gpm vertical turbine finished water pump, one (1) new Operator/SCADA Room, one(1)chlorine dioxide facility including a building with chemical storage for sodium chlorite,hydrochloric acid and sodium hypochlorite storage tanks, one(1) chlorine dioxide solution distribution skid and relocation of the existing 100 pound per day chlorine dioxide generator.Additional improvements include one(1)sodium hypochlorite storage tank to be installed at the treatment building chemical storage area replacing the existing simplex chemical 15 feed skids with new duplex chemical feed skids and associated piping for aluminum sulfate, polymer, and sodium hypoehlorite. The Project also includes upgrades to the used water recovery system at the facility include replacing the existing reclaimed water decant pumps with two(2)new 1,400 gpm pumps,and replacement of the two(2)existing recessed impeller reclaim sludge pumps with two (2) new progressive cavity pumps and associated piping, valves, and instrumentation with a second chamber is being installed for the lift station. Project also include various yard piping and pavement upgrades throughout the facility.These improvements are under construction and are scheduled to be completed on or about October 2024 and are expected to be conveyed to the Apache Junction Water District or other governmental entities,as applicable,on or about June 2025. The Nan Potable Water(NPW)Reservoir and Booster Pump Station Phase I—The Project includes one(1) 1.5-million-gallon (MG)partially buried, reinforced concrete, vertical-wall with internal flow baffles, cast-in-place reinforced concrete roof,non-potable water storage reservoir,one(1)1.0 million gallon per day(mgd)integral booster pump station with vertical turbine,low head—high flow pumps, one (1) combined appurtenant(ancillary)features required for the operation of the facilities. The Project also includes one (1) Electrical and Chemical Building and piping system components combined that serve Phase 1. These improvements are under construction and are scheduled to be completed on or about October 2024 and are expected to be conveyed to the Apache Junction Water District or other governmental entities,as applicable,on or about December 2024. Superstition Vistas Development Unit 3 Meridian Drive Utilities — The improvements consist of approximately 4,195 lineal feet of 36"gravity sewer and 28 lineal feet of gravity sewer from Ray Avenue extending south along future Meridian Road, together with stubs of varying diameter, sewer manholes, 20' wide access road, 12" water main and stubs of varying diameter, water fire hydrants, water valves, and landscaping. The public improvements for the Superstition Vistas Development Unit 3 Meridian Drive Utilities,were completed in July 2023 and were conveyed to the City in August 2023. Superstition Vistas Non-Potable Water Main— The improvements consist of approximately 17,016 lineal feet of 24" non-potable water transmission main from the existing Apache Junction Sewer District Wastewater Treatment Facility at Guadalupe Avenue and Ironwood Drive extending south along Ironwood Drive, east along Warner Avenue,and south along Blossom Rock Trail to Ray Avenue,together with stubs of varying diameter,flushing hydrants,and valves.The public improvements for the Superstition Vistas Non-Potable Water Main,are scheduled to be completed on or about May 2024 and are expected to be conveyed to the City on or about June 2025. The District Park Phase I (Project) - Approximately 32-acres spanning across 7 parcels within phases 1 and 2 of SVDU2. The project features a variety of active community park elements within two (2) larger parcels, approximately 17-acres in size,along the Spine Road just north of Ray Road.The project includes an irrigation lake, irrigation pump station, playground, dog park, restroom facility, parking, as well as a network of interconnected sidewalks and trails. The remaining five (5)parcels, approximately 15-acres in size, locate along the east sides of Spine Road and Ironwood Drive, will serve as greenbelt and pedestrian active open space areas. All District Park parcels will be designed to function as stormwater retention facilities for the development and will be mass graded as part of the overall development of SVDU2 Phases 1 and 2. Primary Entry Monument—New construction open air barn and tower structures at entrance of community at Northeast corner of Ray Avenue and Blossom Rock Trail. Elliot&Ironwood Intersection—Construction of Elliot Road from Ironwood Drive to Blossom Rock Trail and Blossom Rock Trail from Elliot to the Powerline Floodway per the approved Masterplan Community.Scope of services include roadway improvements,drainage,water design,wastewater design,signing and marking and street lighting completed per the Auction property masterplans. Well Site#1 • Drilling by Clear Creek&Archer Western—The well is located along Ironwood Road,south of the east Mesquite Street Alignment in Apache Junction, AZ. Drilling and testing of the well were conducted by Arizona Beeman Drilling,the well casing and screen were installed to a cased depth of 1,192 feet. • Equipment by Hilgart Wilson & Gurney — Installation of well #1, casing and screen material, sounding tube,gravel feed tube,airlift development,chemical additives and installation,pump and surge development as well as glass beads in place of silica sand. 16 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 District was created to assist with financing the acquisition of public infrastructure and public infrastructure purposes within the District. The Project is located east of Ironwood Drive, west of South Dutchman Drive, south of Radiance Avenue and north of Ray Avenue. Construction on the Project commenced in November 2021 and the Developer expects the first home closings will occur in May 2024. Single family residential units represent approximately 1,170 acres within the Project. Non-residential development comprises approximately 142 acres within the Project and includes churches, government,police and fire stations, schools, civic and commercial uses and common area,and neighborhood open space. The real property comprising Assessment Area No. 1 consists of 554 lots (the "Assessed Lots") and is approximately 109 acres. The Assessed Lots have been finally established by the approval of the final plats by the City, and all of the assessed lots will be developed by the Developer or homebuilders that have purchased Assessed Lots from the Developer. 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(ix)for the location of the District and the Assessed Lots.)The major components of the infrastructure necessary for development of the Assessed Lots and the Project,respectively are described under the headings"THE PUBLIC INFRASTRUCTURE"and"THE OTHER INFRASTRUCTURE." The following chart characterizes the approximate acreage within the District as well as the acreage within Assessment Area No. 1 which is fully within the boundaries of the District. TABLE 4 Approximate Approximate Assessment Total District District Acres Area No. 1 Acres Single Family Residential 1,1.70 109 Non-Residential(a) 142 0 Total 1,312 109 (a) Includes churches, fire stations, schools, civic and commercial uses and common area, and neighborhood open space. Blossom Rock 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 DR. Horton,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 D.R.Horton 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 and sanitation services are provided to the District by the City.Fire services are provided by Superstition Fire and Medical District.D.R.Horton 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. 17 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, homebuilders will be 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, D.R. Horton 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 (the "Joint Development Agreement")with Brookfield Homes. Brookfield Homes subsequently assigned to the Developer, all of Brookfield Homes'right,title and interest to acquire and develop the real property within the boundaries of the District pursuant to the Brookfield Purchase Agreement and all of its right and obligations under the Joint Development Agreement. Either the Developer or the homebuilders are responsible for subdivision improvements necessary to deliver fully finished single-family lots. Single family and multi-family residences will be constructed by the homebuilders. The Developer The Developer is wholly owned by Brookfield Residential Arizona, LLC (`BRA"), a community development firm with investment/ownership interests in five communities in Arizona, including Blossom Rock at Superstition Vistas. BRA is a subsidiary of Brookfield Residential which does community development and homebuilding in 25 markets across North America. Brookfield Residential is a subsidiary of Brookfield Asset Management Ltd. (`Brookfield Asset Management"), an asset management firm specializing in real estate, infrastructure,renewable energy and private equity with more than$900 billion of assets under management in over 30 countries. Brookfield Asset Management is a public company listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol BAM. Brookfield Asset Management 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, Brookfield Asset Management's Annual Report on Form 20-F for the fiscal year ended December 31,2022,as filed by Brookfield Asset Management with the Commission on or about April 3, 2023, and Brookfield Asset Management's Report of Foreign Private Issuer Pursuant to Rule 13a- 16 or 15d-16 Under the Securities Exchange Act of 1934 on Form 6-K which sets forth Brookfield Asset Management's financial results for the fiscal quarter ended December 31, 2023, as filed by Brookfield Asset Management with the Commission on or about February 7, 2024, set forth certain data relative to the consolidated results of operations and financial position of Brookfield Asset Management and its subsidiaries, as of such dates. The Filings which may be inspected, copied and obtained at prescribed rates at the Commission's public reference facilities at 100 F Street,N.E., Washington, D.C. 20549-2736. In addition,the 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 through the Internet on the Commission's EDGAR data base at www.sec.gov. All documents subsequently filed by Brookfield Asset Management 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. No representative of the District, Bond Counsel, the Financial Advisor, the Underwriter or counsel to the Underwriter have examined the information set forth in the Filings for accuracy or completeness,nor do they assume responsibility for the same. The foregoing Internet addresses and references to filings with the SEC are included for reference only, and the information on these Internet websites and on file with the SEC are not a part of this Official 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 Internet 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 Brookfield Asset Management's management's beliefs as well as assumptions made by, and information currently available to, Brookfield Asset Management'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 ofsimilar meaning.Any or all of the forward-looking 18 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. 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.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. Within the City boundaries, there are three charter schools. A segment outside of the District 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:50'wide x 125' deep,60'wide x 135' deep and 70'wide x 135' deep,with homes ranging in size from 2,000 to 5,000 square feet and with starting base prices of approximately $400,000 to over $600,000. A majority of the Assessed Lots have been sold to homebuilders(including landbanking entities)as indicated in Table 5. As of the date hereof,the Developer owns 253 of the 554 Assessed Lots. All the Assessed Lots are completed and ready for retail purchasers to enter into purchase and sale agreements for homes to be built. Neither the current owners nor any subsequent owners of any Assessed Lot are obligated to pay the Special Assessments,and the assets of the current owners 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.] 19 TABLE 5 Estimated Number Typical Assessment Appraised Value Estimated Per Lot Per Lot Location of of Average Lot Size Per Per Assessed Lot Appraised Value Value to Value to Owner of Assessed Lots(a)(b)(c) Assessed Lots Assessed Lot (square Assessed —As If Per Assessed Lot— Assessment Lien Assessment (c) Lots Size feet) Lot Completed(d) As Is(d) —As If Completed Lien—As Is Lennar(Ag Ehc II Len Multi State 2 LLC) Lots 1-76 76 7,005 50'x 125' $3,500 $108,500 $92,000 31.0:1 26.3:1 Lots 351-401, 406-432 79 8,100 60'x 135' $3,500 $121,000 $1.03,000 34.6:1 29.4:1 Developer Lots 77-102, 107-114, 118- 126, 130-158, 163-171 81 7,005 50'x 125' $3,500 $108,500 $92,000 31.0:1 26.3:1 Lots 306-324, 330-335 35 8,100 60'x 135' $3,500 $121,000 $103,000 34.6:1 29.4:1 Pulte Lots 103-106, 115-117, 1.27- 50'x 125' 26.3:1 129,159-162 14 7,005 $3,500 $108,500 $92,000 31.0:1 Lots 325-329, 346-350 10 8,100 60'x 135' $3,500 $121,000 $103,000 34.6:1 29.4:1 BRP Homes Arizona LLC(e) Lots 172-255 84 7,005 50'x 125' $3,500 $108,500 $92,000 31.0:1 26.3:1 Lots 256-305, 402-404 53 8,100 60'x 135' $3,500 $121,000 $1.03,000 34.6:1 29.4:1 DRP AZ 3 LLC(Weekley Homes LLC) Lots 433-484 52 9,450 70'x 135' $3,500 $129,000 $109,500 36.9:1 31.3:1 Tri Pointe Homes Arizona 91 LLC Lots 485-554 70 9,450 70'x 135' $3,500 $129,000 $109,500 36.9:1 31.3:1 TOTAL 554 (a) Some of these entities or their parent companies are subject to the informational reporting requirements of the Exchange Act and in accordance therewith file the Filings with the Commission. The Filings may be inspected,copied and obtained at prescribed rates at the Commission's public reference facilities at 100 F Street,N.E.,Washington,D.C.20549- 2736. In addition,the 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 through the Internet on the Commission's EDGAR database at www.sec.aov. 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 the same or similar informational reporting requirements. See"RISK FACTORS—No Review of Filings." (b) Some of the Assessed Lots are subject to option agreements and purchase agreements whereby homebuilders may acquire Assessed Lots on an ongoing basis.Title to the Assessed Lots may transfer from the above-named parties to retail purchasers and homebuilders after the date of pricing the Bonds but prior to the closing of the Bonds. After pricing of the Bonds,the District will not update Table 5 to reflect any transfer of title. See"RISK FACTORS—Concentration of Ownership;Subsequent Transfer." (c) The location of these parcels is depicted on the maps at pages(viii)and(x). (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." (e) Under contract to purchase.The Developer is the current owner. 20 The table below reflects the Developer's projection for sale of the Assessed Lots. See "LAND DEVELOPMENT—The District." TABLE 6 Estimated Estimated Total Calendar Single-Family Lot Closings in Single-Family Lot Year Assessment Area No.1 Closings in District(a) 2024 224 224 2025 330 505 (a) 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 Blossom Rock, which may render the sale of such homes difficult or unattractive; acts of war,terrorism or other political instability; delays 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 21 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 Blossom Rock, is highly competitive in the Phoenix metropolitan area. The business of merchant builders building 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 a 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 OWNERS OF THE ASSESSED LOTS AND ANY SUBSEQUENT OWNERS TO PAY THE SPECIAL ASSESSMENTS WHEN DUE. AS NOTED IN TABLE 5, OWNERSHIP OF THE ASSESSED LOTS IS CURRENTLY CONCENTRATED IN 5 ENTITIES. AS OF THE DATE HEREOF,THE DEVELOPER OWNS 253 OF THE 554 ASSESSED LOTS. ANY OR ALL OF THE FOREGOING FACTORS COULD REDUCE THE WILLINGNESS AND THE ABILITY OF SUCH ENTITIES 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 or,to the extent they are required to do so,the other owners of the Assessed Lots,have the financial capability to complete development within the Project. Because there can be no assurance that the sole member(or future members)the Developer will provide additional funds to the Developer,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. There are similar risks with regard to the owners of the Assessed Lots. If the owners of the Assessed Lots have to depend on sales of lots and parcels to generate cash flow,there can be no assurance that sufficient funds will be available to such owners to pay all of its obligations and liabilities,including,without limitation,Special Assessments(including those relating to property then owned by such owners to be applied to pay the Bonds),as such obligations and liabilities become due and payable. See Table 5 with regard to the concentration of ownership of property in, and obligation for payment of Special Assessments of, the Assessed Lots in certain entities. As of the date hereof, the Developer owns 253 of the 554 Assessed Lots. Certain of the owners in Table 5 are landbanking entities and will transfer title to homebuilders in accordance with option agreements. The Developer has entered into purchase and sale agreements for certain Assessed Lots with homebuilder entities and title to such Assessed Lots will be transferred from time to time in accordance with such agreements. The above-described conveyances of the Assessed Lots could potentially reduce the concentrated ownership presented in Table 5. After pricing of the Bonds, Table 5 will not be updated to reflect any transfer of title to the Assessed Lots to any retail purchaser,homebuilder or other party. 22 In addition,the Developer has transferred and intends to continue to transfer ownership of parcels(or portions thereof)designated for residential development within the District to homebuilders(and landbanking entities)prior to completion of development therein. There are no restrictions on the ability of the Developer to sell parcels(or portions thereof). There can be no assurance that any homebuilder will ultimately acquire and develop all of the lots,nor any assurance that any homebuilder will be able to obtain the projected sales prices for any houses to be constructed on the lots. Failure or Inability to Complete Proposed Development The development of each phase of Blossom Rock(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 of development of Blossom Rock will be provided by the Developer and other sources. The availability of funding for the completion of Blossom Rock will depend upon the demand for residential lots or units within Blossom Rock and local,regional and national market and economic conditions. No assurance is given that funding will be obtained for all phases of development of Blossom Rock, or, if obtained, will be in an amount sufficient to complete development of Blossom Rock. if satisfactory funding is unavailable, completion of the development of the balance of Blossom Rock 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,D.R.Horton, 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 23 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 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 26 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 detennined 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. 24 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 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"), D.R. Horton 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").D.R. Horton made a down payment to ASLD of$24,550,000(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 D.R. Horton to evidence D.R. 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 D.R. Horton obtains patents for parcels of the Auction Land.Horton entered into the Brookfield Purchase Agreement with Brookfield Homes(together with its successors and assigns), pursuant to which D.R. Horton agreed to sell, and Brookfield Homes agreed to purchase, approximately one-half (%) of the Auction Land ("the Brookfield Designated Property"). All the Brookfield Designated Property is District Land. D.R. Horton, at the instruction of the Developer pursuant to the Brookfield Purchase Agreement,patented the portion of the Auction Land that is the subject of the Bonds,but neither D.R.Horton nor the Developer has any 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. The Developer may,in its sole discretion,elect to discontinue development of the District Land or discontinue construction and sales of homes within Assessment Area No. 1.The Developer believes that D.R.Horton is currently in compliance with the provisions of the ASLD Documents. Concurrently with the delivery of the Certificate of Purchase, ASLD and D.R. Horton entered into the Participation and Infrastructure Contract Regarding ASLD Sale No. 53-120190, as amended, (the "Participation Contract" and together with the Certificate of Purchase the "ASLD Documents"), 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,D.R.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 D.R. 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 D.R. Horton to cause all or portions of the Auction Property(prior to issuance of patents to D.R.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 25 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) D.R. 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)D.R.Horton's failure to complete a Project Entitlement by the applicable Project Milestone (as defined in the Participation Contract), or(iii) D.R. 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. D.R. Horton has 60 days from the notice date to cure the default.If D.R.Horton does not cure the default,ASLD can then make a formal order canceling the Certificate of Purchase and D.R.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 D.R. Horton's request, the ASLD Commissioner may extend the time for payment. In addition, pursuant to the terms of the Brookfield Purchase Agreement, the Developer has the right to cure events of default under the ASLD Documents should D.R.Horton fail to do so. If the Certificate of Purchase is canceled and the Participation.Contract is terminated,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 D.R. Horton, in the event of the Developer's default and forfeiture of its interest under the Certificate of Purchase prior to D.R. Horton acquiring all of the land within the District boundaries in accordance with the Certificate of Purchase, D.R. Horton 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 D.R.Horton 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,D.R. Horton,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 Blossom Rock, 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). 26 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. 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 determination 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 27 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 5, 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. 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 for tax years beginning after 2022.Bond Counsel is further of the opinion that the interest on the Bonds is exempt from income taxation under the 28 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 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 1274 (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 29 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. 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." 30 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. 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, Ballard Spahr LLP,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 31 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. 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.2 By .............................................................................................. Chairman,District Board 32 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 State of Junction(a) County 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 2019 through 2023. WAGE AND SALARY(NON-FARM)EMPLOYMENT(a) Pinal County,Arizona 2023 2022 2021 2020 2019 Mining and construction 4,125 4,075 3,750 3,425 3,500 Manufacturing 8,275 6,650 4,650 3,925 3,950 Trade,transportation,and utilities 14,025 13,475 13,200 12,350 11,400 Information 450 450 375 450 600 Financial activities 2,000 2,000 1,825 1,600 1,500 Professional and business services 6,475 6,125 6,125 6,475 6,800 Education and health services 6,600 6,450 6,275 6,450 6,675 Leisure and hospitality 7,875 7,725 7,175 6,125 6,150 Other services 1,900 1,875 1,700 1,575 1,725 Government 19,825 19,250 18,950 19,150 19,925 Total 71,550 68,075 64,025 61,525 62,225 (a) Data is not seasonally adjusted.Data is revised from time to time. 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 2023 4.7% 4.1% 3.9% 3.7% 2022 4.6 3.9 3.8 3.7 2021 5.8 4.9 5.1 5.4 2020 9.5 7.4 7.8 8.1 (a) Data from Local Area Unemployment Statistics is revised from time to time. Source: U.S.Bureau of Labor Statistics and the Arizona Office of Economic Opportunity(as of December 31,2023). 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.2 Apache Junction,Arizona Re: Superstition. Vistas Community Facilities District No. 2 (Apache Junction, Arizona) Assessment Area No. 1 Special Assessment Bonds, Series 2024 We have acted as Bond Counsel in connection with the issuance by Superstition Vistas Community Facilities District No.2(hereinafter referred to as the"Issuer")of bonds designated"Superstition Vistas Community Facilities District No.2(Apache Junction,Arizona)Assessment Area No. 1 Special Assessment Bonds, Series 2024" (hereinafter referred to as the`Bonds"). The Bonds are dated the date hereof,in the principal amount of$1,939,000% bear interest from the date hereof,payable on January 1, 2025*, and each July 1 and January 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 20 $ % 20 20 20 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.2024-004 SVCFD No.2,adopted by the Board of Directors of the Issuer(the"District Board")on April 16,2024(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. 2024-001 SVCFD No. 2,adopted by the District Board on March 19,2024. 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 Brookfield ASLD 8500 LLC, 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, 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. 2 Waiver and Development Agreement Pertaining To The To Be Formed Assessment Area No. 1, dated as of March 7, 2024 (the "Waiver Agreement'), by and among the Issuer, the Developer, Brookfield Homes Holdings LLC (`Brookfield Homes") and other landowners and owners of interests in the residential lots Preliminary,subject to change. B-1 subject to assessment, 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 Waiver 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) the Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of October 10, 2022, by and among the City of Apache Junction, Arizona (hereinafter referred to as the "City"), the Issuer, the Developer and Brookfield Homes, as amended by the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024 (as so amended, the "CFD Development Agreement"), by and among the City, the Issuer, the Developer and Brookfield Homes, 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 for tax years beginning after 2022. (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 B-2 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. 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 $1,939,000* SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO.2 (APACHE JUNCTION,ARIZONA) ASSESSMENT AREA NO. 1 SPECIAL ASSESSMENT BONDS,SERIES 2024 (CUSIP BASE NUMBER ) This Undertaking is executed and delivered by Superstition Vistas Community Facilities District No.2(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 5 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 aw 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 terins, 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 DISSEMINA TION A GENT 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.2 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. ("D.R. Horton") 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"). D.R. Horton made a down payment of$24,550,000 to ASLD, and in return, ASLD issued the Certificate of Purchase to D.R.Horton.The Certificate of Purchase entitles D.R.Horton to possess the Auction Land, maintain actions for injuries,or recover possession thereof.Pursuant to a Purchase Agreement and Partial Assignment and Delegation of Rights Under Participation Contract,dated March 14,2022(the`Brookfield Purchase Agreement"), by and between D.R.Horton and Brookfield Homes,D.R.Horton has assigned its rights under the ASLD Documents to Brookfield Homes with respect to approximately 1,400 of the Auction Land(the`Brookfield Designated Property") and Brookfield Homes has assumed D.R.Horton's obligations under the ASLD Documents relating to the Brookfield Designated Property.Brookfield Homes has assigned such rights and obligations relating to the Brookfield Designated Property to the Developer. Should D.R. Horton default under the Participation Agreement, then the Developer, pursuant to the terms of the Brookfield Purchase Agreement and the Mortgage,has the right to cure such event. 1. D.R.Morton 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 D.R. Horton is responsible for maintaining and paying all taxes, assessments, and charges on the Auction Land and the water rights appurtenant to the Auction Land.Pursuant to the Brookfield Purchase Agreement the Developer is responsible for maintaining and paying all taxes,assessments,and charges on the Auction Land and the water rights appurtenant to Brookfield Designated Property. 2. Remedies Arizona Revised Statute §37-247 details the remedies available to ASLD if D.R. Horton 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 D.R. Horton of the default.If D.R.Horton 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 D.R.Horton and Brookfield Homes to that point would be forfeited. D.R. Horton and Brookfield Homes would each retain any Auction Land that was previously patented.Pursuant to the Brookfield Purchase Agreement and a Mortgage and Memorandum of Purchase Agreement dated March 14, 2022, by and among D.R. Horton, as mortgagor, and Brookfield Homes, as mortgagee, (the "Mortgage"), Brookfield Homes (and the Developer as its assignee) has the right to cure defaults by D.R. Horton under the ASLD Documents. (b) Participation Contract Concurrently with the delivery of the Certificate of Purchase, ASLD and D.R. Horton entered into the Participation Contract,with respect to the Auction Land and 5,700 acres of adjacent land that is owned by ASLD(the G-1 "Retained Property"). The Participation Contract, as amended, outlines the terms and conditions under which D.R. Horton is obligated to obtain entitlements for, develop, and sell the Auction Land and,where applicable, the Retained Property. I. Entitlements D.R. Horton 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,D.R.Horton 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 D.R. Horton fails to obtain all entitlements necessary or appropriate for the development of the 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 D.R. Horton 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 D.R. Horton used commercially reasonable efforts to satisfy its obligations. D.R. Horton 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 D.R.Horton's entitlement obligations have been satisfied. 2. Infrastructure The Participation Contract requires D.R. Horton, 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; and certain wastewater regional facilities. The Phase 1 Infrastructure will be completed at D.R. Horton's sole cost and expense, subject to D.R. Horton's right to receive development fees and to finance portions of the Phase 1 Infrastructure costs.If D.R. Horton 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 D.R.Horton's performance. Upon completion of the Phase 1 Infrastructure, any amounts in the escrow will be paid to D.R. Horton. 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.D.R.Horton has commenced construction of the Phase 1 Infrastructure described in the Official Statement and D.R.Horton currently anticipates that all of the Phase 1 Infrastructure will be completed by the end of 2024. Under the Brookfield Purchase Agreement Brookfield Homes is responsible for paying its share of the Phase 1 Infrastructure allocable to the Brookfield Designated Property. Pursuant to the Brookfield Purchase Agreement and the Mortgage, Brookfield Homes, as mortgagee, (the "Mortgage"), and the Developer as its assignee, have the right to cure defaults by D.R. Horton under the ASLD Documents.Brookfield is currently working on a proposed amendment to the Participation Contract that would permit the Developer to transact with its affiliated homebuilding operation in the same manner that it currently transacts business with other merchant builders (as it related to the participation payments to ASLD under the Participation Contract. 3. Sales Hurdles The Participation Contract requires D.R.Horton 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 D.R. Horton 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 D.R.Horton 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,D.R.Horton is not required to meet the sales hurdles described above.D.R.Horton's conveyance of a lot with a residence constructed thereon to a residential home buyer constitutes a conveyance for purpose of the sales requirement. G-2 4. Participation Payments In addition to the purchase price for the Auction Land,the Participation Contract requires D.R.Horton 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, D.R. Horton must pay such project costs directly, subject to repayment from net project revenues at a later date.Pursuant to the Brookfield Purchase Agreement the Developer is obligated to pay the portion of such project costs and net revenues that are allocated to the Brookfield Designated Property. S. Remedies If D.R. Horton 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 D.R. Horton 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 D.R. Horton up to that point will be forfeited. G-3 SUPERSTITION VISTAS CFD NO 2. ROLL CALL DATE: TIME: YES EXCUSED NO CHAIRPERSON WILSON ✓ VICE CHAIRPERSON SCHROEDER ✓ BOARDMEMBER CROSS BOARDMEMBER HECK V BOARDMEMBERJOHNSON BOARDMEMBER NESSER BOARDMEMBER SOLLER District Manager Bryant Powell Assistant District Manager Matt Busby / District Clerk Jennifer Pena .� Deputy District Clerk Evie McKinney District Attorney Joel Stern / District Director Mike Loggins District Treasurer Connie Chow District Administrative Assistant Rita Vineyard District Billing Supervisor Stacey Ramirez District Controller Connie Chow Utility Director Ted Wolff District Project Manager Charles Briggs Public Information Officer Finance Kimberly Heldt S:\Templates&Forms\Roll Call-SVCFD NO 2-Attendance.doc SUPERSTION VISTAS CFD NO 2. VOTE - ROLL CALL NOTES: kc ITEM # MEETING OF MOTION BY: l bps SECONDED BY: SOkw-,oAt& YES NO ABSTAINED BOARD MEMBERS: BOARDMEMBER CROSS BOARDMEMBER NESSER ✓/ BOARDMEMBER SOLLER BOARDMEMBER JOHNSON VICE CHAIRPERSON SCHROEDER BOARDIVIEMBER HECK CHAIRPERSON WILSON ✓ TOTAL UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL Vote sheet 3 s:\templates &forms\vote call-svcfd no 2.docx SUPERSTION VISTAS CFD NO 2. VOTE - ROLL CALL NOTES: ITEM # ���/-�� MEETING OF 1—(Ca-10 Z. MOTION BY: SECONDED BY: 11u?} SS YES NO ABSTAINED BOARD MEMBERS: / BOARDMEMBER HECK V/ BOARDMEMBER CROSS ✓ VICE CHAIRPERSON SCHROEDER ✓ BOARDMEMBER NESSER ✓ BOARDMEMBER JOHNSON ✓ BOARDMEMBER SOLLER ✓ CHAIRPERSON WILSON ✓ TOTAL UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL Vote sheet 4 s:\templates&forms\vote call -svcfd no 2.docx SUPERSTION VISTAS CFD NO 2. VOTE - ROLL CALL NOTES: aia- � a�a ITEM # �— 02 � MEETING OF MOTION BY: `1, � �j �i/� SECONDED BY: RlM�Llr YES NO ABSTAINED BOARD MEMBERS: BOARDMEMBER CROSS BOARDMEMBER HECK ✓ BOARDMEMBER JOHNSON VICE CHAIRPERSON SCHROEDER 1� BOARDMEMBER NESSER BOARDMEMBER SOLLER L CHAIRPERSON WILSON TOTAL UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL Vote sheet 5 s:\templates&forms\vote call -svcfd no 2.docx 1, q�,chg Meeting location ✓�...: . City-of Apache JOhdio.n., Arizona �- City Council Chambers v Iti+�z at City Hall ; Agenda • 300 E.Superstition Blvd �RatC}fi1t' Apache Junction,AZ City COluncil=Meeting 85119 apachejunctionaz.gov Ph:(480)982-8002 Tuesday,April 16,2024 7:00 PM City Council Chambers A. CALL TO ORDER B. INVOCATION AND PLEDGE OF ALLEGIANCE C. ROLL CALL D. CONSENT AGENDA The council may, at this time, take single action on any or all items listed as consent agen'da'items. These may include, but are not limited to, acceptance of agenda, acceptance ofminutes, appointments, acceptance of resignations and adoption of certain resolutions and other items which do not;require a public hearing. The consent agenda,is a timesaving device of which the mayor and city council is to receive documentation on these items from the city manager for their review prior to the meeting. Any member of the council may remove any item from the consent agenda for discussion and cause a separate vote on the matter later in the agenda. 1. 24-239 Consideration of acceptance of agenda. 2. 24-240 Consideration of approval of minutes of the regular meeting of April 2, 2024. 3. 24-238 Consideration'of approval of the purchase of one additional 2023 Ford F-150 Super Crew.4x4 long bed for the Public Woks Department using Highway User Revenue Funds (HURF) in an"amount not to exceed $54,724.28. .The purchase,,would be through.the'State of Arizona Cooperative Contract.#CTR059323 with San Tan Ford. 4. 24-248 Consideration of approval of entering into an agreement with Trane Technologies Project#PWB24-03 for the Urban Dark Skies lighting retrofit Phase 1. Project includes retrofitting City Hall and the'Police" Department's exterior,lighting for Urban Dark Skies compliance,and energy;savings for an amount.,not to-exceed$102„114.07 using the. OMNIA,Partners; Racine County Cooperative Contract#3341. E. AWARDS, PRESENTATIONS AND PROCLAMATIONS Awards,presentations from other organizations,proclamations issued by the mayor, and acknowledgement of distinguished guests and visitors;"and staff presentation of receipt of grant or'l donated funds are permitted'at this time. '4%11/2024 City of Apache Junction,Arizona Page! Printed on fi City Council,Meeting Agenda - . April,16,2024 5.- 24-184 Proclamation designating the week of April 14 -April 20, 2024 a.s ,n "National Public Safety:Telecommunications Week". 6. 24-260 Proclamation-,designating April26. 2024, as "National Arbor Day," 24:-262 Proclamation designating the week of May 5 - 11, 2024, as "Professional Municipal Clerks Week." 8.- 24-267 Proclamation designating the month of May as "National Cities, Towns and Villages Month." F. REGIONAL INTERGOVERNMENTAL UPDATES The mayor or any member of council may at this,time present a brief summary of any regional intergovernmental updates. However, no discussion shall take place on such items except for clarifying comments related to substance, time and location. 9. 24-241 Brief summary of intergovernmental updates from mayor and councilmembers. G. CITY MANAG.ER'S REPORT The city manager,me"mbers of city staff or those individuals designated by the manager may present- information pertinent'to items-under consideration-or information related to the operation-of the city. There shall however be no discussion atthis time except for clarification inquiries. 10. 24-242 City.Manager's Report. 11. 24-243 Announcement of Current Events. H. PUBLIC HEARINGS Public hearings required by applicable law shall be conducted by the council and any person shall be given the opportunity,to speak.,All remarks shall be addressed to the council as a whole and not to any member thereof. Such remarks shall be limited to five(5)minutes unless additional time is granted by the mayor. This time,limitation shall not apply to applicants and their agents appearing before the council. 12. 24-245 , Public hearing and'consideration on the Fifth Amendment to the Economic Development Agreement between City of Apache Junction and Mehmood Mohiuddin as owner of the Hitching Post. I. OLD BUSINESS... The council shall consider any business that has been previously considered and which is still unfinished to include those items previously postponed or tabled. No member of the public shall be permitted to speak on these items unless invited to do so by the.mayor after first submitting a written request-to-speak form with the city clerk. J. NEW BUSINESS The.council shall consider any business not yet considered. No member of the public shall be permitted to speak on these items unless invited to do so by the mayor after first submitting a written request-to-speak form with the city clerk. City of Apache Junction,Arizona Page 2 Printed on 41iv2624' City Council Meeting Agenda April 16,2024 K. COUNCIL DIRECTION TO STAFF This item allows the mayor and city council to direct staff on specifically listed matters. L. SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES 13. 24-244 Selection of dates, times and location for budget work session, public hearing and adoption of tentative and final budget for Fiscal Year 2024-2025. M. CALL TO PUBLIC At this time the public has the privilege to address the council with requests, communications, comments or suggestions relating to city business.All speakers must have already submitted a written "Request to Speak"form to the city clerk no later than the conclusion of the city manager's report portion of the agenda. If there is a group speaking on the same item, they should select a spokesperson.All such remarks shall be addressed to the council as a whole and not to any member thereof. The mayor is authorized to ask a speaker to stop speaking and leave the podium or to adjourn the meeting if anyone becomes disorderly, uncivil, makes personal attacks or continues to speak about items that are not within the jurisdiction of the city after being warned such issues are beyond the jurisdiction of the city to act. The council may not answer questions of the speaker, discuss the matter with one another, but may, at the conclusion: 1)respond to criticism by a speaker, 2)ask the city manager to review a matter;3) ask the city manager to place the matter on a future agenda. Each speaker must approach the podium, speak into the microphone,provide their name and address. There is a three(3)minute time limit per speaker. N. ADJOURNMENT Copies of this agenda and additional information on any of the items listed above may be obtained from the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through Thursday from 7:00a-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. The Apache Junction City Council may vote to go into Executive Session for legal advice on any item listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. § 38-431.02 to the members of the City Council and the public. City of Apache Junction,Arizona Page 3 Printed on 411112024 O AppCHFJ CITY OF APACHE !UNCTION V �Z SUPERSTITION VISTAS '4RIZON� COMMUNITY FACILITIES DISTRICT NO. 2 Tuesday, April 16, 2024 A. CALL TO ORDER I:wouId like7to call the Superstition Vistas Community Facilities.b s-trict No. 2 Meeting of�April- :16, 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 speciaLmeeting of Marche 19; 2024. Do I have a.motion? wait for the motion acid-the 2nd. Roll Call D. PUBLIC HEARING 2. Presentation, discussion and_publiq hearing on the final assessment-for the Super Won,, Vistas Community Facilities.District No. 2,Assessment.Area No::1 will now openahe public hearing+ Call on Zach Sakas,-C_FD Counsel _ public can speak for S min. Would anyone like:to speak on these items?! y _ g- - An discussion among the Board.' � I will now close the public hea.rkng� There is:no motion on.this item. c I Presentation; discussion, and corisideration:of. Resolution No: 2024=003 SVCFD No: 2,.;:a resolution approving the final assessment for Assessment Area No. 1.. Call on Zacf j Any_discussion among the.b_oard?, Board can discuss. Do I have a moti? Wait for the motion and second. Roll Call 4. Presentation, discussion, and consideration of Resolution No..2024-004 SVCFD No 2; ,authorizing the issuance of District's Assessment Area No: lspecial assessment-bonds;. Any discussion among'the board?, Board can discuss. :CallIon' Zach Do l-have a motion?j- Wait for the motion and second. R 1 Cal l E. DISTRICT MANAGER REPORT- none F. DISTRICT DIRECTOR REPORT—none G. DISTRICT TREASU RER REPORT—none H. ADJOURNMENT ;Meeting__Adjourned. SUPERSTITION VISTAS CFD NO 2. ROLL CALL DATE: h� TIME: V10 YES EXCUSED NO CHAIRPERSON WILSON VICE CHAIRPERSON SCHROEDER ✓ BOARDMEMBER CROSS BOARDMEMBER HECK BOARDMEMBERJOHNSON BOARDMEMBER NESSER BOARDMEMBER SOLLER District Manager Bryant Powell Assistant District Manager Matt Busby / District Clerk Jennifer Pena .� Deputy District Clerk Evie McKinney District Attorney Joel Stern District Director Mike Loggins District Treasurer Connie Chow / District Administrative Assistant Rita Vineyard District Billing Supervisor Stacey Ramirez District Controller Connie Chow Utility Director Ted Wolff District Project Manager Charles Briggs Public Information Officer Finance Kimberly Heldt S:\Templates&Forms\Roll Call-SVCFD NO 2-Attendance.doc SUPERSTION VISTAS CFD NO 2. VOTE - ROLL CALL NOTES: ITEM # MEETING OF '���� Z MOTION BY: SECONDED BY: 5ekr/y-65&A< YES NO ABSTAINED BOARD MEMBERS: BOARDMEMBER CROSS BOARDMEMBER NESSER ✓ BOARDMEMBER SOLLER a� BOARDMEMBER JOHNSON VICE CHAIRPERSON SCHROEDER BOARDMEMBER HECK CHAIRPERSON WILSON TOTAL UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL Vote sheet 3 s:\templates &forms\vote call-svcfd no 2.docx SUPERSTION VISTAS CFD NO 2. VOTE - ROLL CALL NOTES: ITEM # � MEETING OF MOTION BY: �Q/��k.,� SECONDED BY: YES NO ABSTAINED BOARD MEMBERS: / BOARDMEMBER HECK BOARDMEMBER CROSS VICE CHAIRPERSON SCHROEDER ✓ BOARDMEMBER NESSER ✓ BOARDMEMBER JOHNSON ✓ BOARDMEMBER SOLLER CHAIRPERSON WILSON t/ TOTAL UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL 77 Vote sheet 4 s:\templates&forms\vote call -svcfd no 2.docx SUPERSTION VISTAS CFD NO 2. VOTE - ROLL CALL NOTES: e-;2,-eg Ake?, - ITEM # �— 02 � MEETING OF MOTION BY: SECONDED BY: f\ 1>q-..r YES NO ABSTAINED BOARD MEMBERS: BOARDMEMBER CROSS BOARDMEMBER HECK ✓ BOARDMEMBER JOHNSON v VICE CHAIRPERSON SCHROEDER BOARDMEMBER NESSER I/ BOARDMEMBER SOLLER L CHAIRPERSON WILSON TOTAL UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL Vote sheet 5 s:\templates&forms\vote call -svcfd no 2.docx ? Meeting,location: ACHE �`✓� , City Of. Apache"Junction, Arizona , . City Council Chambers �v ►{►`z." at City Hall Agen.da 300 E.Superstition Blvd �A120A Apache Junction,AZ City Council "Meeting 85119. apacheju n ctionaz.gov Ph:(480)982=8002 Tuesday,April 16,2024 7:00 PM M City Council Chambers A. CALL TO ORDER B. INVOCATION'AND PLEDGE OF ALLEGIANCE C. ROLL CALL D. CONSENT AGENDA The council may, at this time, take single action on any or all items listed as consent agenda items. These may include, but are not limited to, acceptance of agenda, acceptance of minutes, appointments, acceptance of resignations and adoption of certain resolutions and other items which do not.require a. public hearing. The consent agenda is a timesaving device of which the mayor and city council is to receive documentation on these items from the city manager for their review prior to the meeting. Any member of the council may remove any item from the consent agenda for discussion and cause a separate vote on the matter later in the agenda. 1. 24-239 Consideration of acceptance of agenda. 2. 24-240 Consideration of approval of minutes of the regular meeting of April 2, 2024. 3. 24-238 Consideration of approval of the purchase of one additional 2023 Ford F-150 Super Crew 4x4 long bed for the Public Works Department using Highway User Revenue'Funds (HURF) in an"amount not to exceed $54,724.28. The purchase.,would be through the,State of Arizona Cooperative Contract.#CTR059323 with San Tan Ford. 4. 24-248 Consideration of approval of entering into an agreement with Trane Technologies Project#PWB24-03 for the Urban Dark Skies lighting retrofit Phase 1. Project includes retrofitting City Hall and the Police Department's exterior.lighting for Urban Dark Skies compliance and. energy savings for an amount..not.to exceed$_102,1,14.0.7 using the. OMNIA Partners, Racine County Cooperative Contract#3341. . E. AWARDS, PRESENTATIONS AND PROCLAMATIONS Awards,presentations from other organizations,proclamations issued by the mayor, and acknowledgement of distinguished guests and visitors; and staff presentation of receipt of grant or donated funds are permitted at this time. City of Apache Junction,Arizona Page 1 Printed on 411112024 City Council Meeting Agenda April 16,2024 5. 24-184 Proclamation designating the week of April 14 -April 20, 2024:as "National Public Safety Telecommunications Week". 6. 24-260 Proclamation,designating,April 26,,2024, as "National Arbor Day." 7, 24-262 Proclamation designating the week of May 5 - 11, 2024, as "Professional Municipal Clerks Week." 8. 24-267 Proclamation designating the month of May as "National Cities,Towns and Villages Month." F. REGIONAL INTERGOVERNMENTAL UPDATES The mayor or any member of council may at this time present a brief summary of any regional. intergovernmental updates. However, no discussion shall take place on such items except for clarifying comments related to substance, time and location. 9. 24-241 Brief summary of intergovernmental updates from mayor and councilmembers. G. CITY MANAGER'S REPORT The city manager,members of city staff or those individuals designated by the manager may present information pertinent to items under consideration or information related to the operation-of the city. There shall however be no discussion at'this time except for clarification inquiries. 10. 24-242 City Manager's Report. 11. 24-243 Announcement of Current Events. H. PUBLIC HEARINGS Public hearings required by applicable law shall be conducted by the council and any person shall be given the opportunity to speak.All remarks shall be addressed to the council as a whole and not to any member thereof. Such remarks shall be limited to five (5)minutes unless additional time is granted by the mayor. This time limitation shall not apply to applicants and their agents.appearing before the council. 12. 24-245 Public hearing and consideration on the Fifth Amendment to the Economic'Development Agreement between City of Apache Junction and Mehmood Mohiuddin as owner of the Hitching Post. I. OLD BUSINESS The council shall consider any business that has been previously considered and which is still unfinished to include those items previously postponed or tabled. No member of the public shall be permitted to speak on these items unless invited to do so by the.mayor after first submitting a written request-to-speak form with the city clerk. J. NEW BUSINESS The.council shall consider any business not yet considered. No member of the public shall be permitted to speak on these items unless invited to do so by the mayor after first submitting a written request-to-speak form with the city clerk. City of Apache Junction,Arizona Page 2 Printed on 4/11/2024 City Council Meeting Agenda April 16,2024 K. COUNCIL DIRECTION TO STAFF This item allows the mayor and city council,to direct staff on specifically listed matters. L. SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES 13. 24-244 Selection of dates, times and location for budget work session, public hearing and adoption of tentative and-final budget for Fiscal Year 2024-2025. M. CALL TO PUBLIC At this time the public has the privilege to address the council with requests, communications, comments or suggestions relating to city business.All speakers must have already submitted a written "Request to Speak"form to the city clerk no later than the conclusion of the city manager's report portion of the agenda. If there is a group speaking on the same item, they should select a spokesperson.All such remarks shall be addressed to the council as a whole and not to any member thereof. The mayor is authorized to ask a speaker to stop speaking and leave the podium or to adjourn the meeting if anyone becomes disorderly, uncivil, makes personal attacks or continues to speak about items that are not within the jurisdiction of the city after being warned such issues are beyond the jurisdiction of the city to act. The council may not answer questions of the speaker, discuss the matter with one another, but may, at the conclusion: 1)respond to criticism by a speaker, 2)ask the city manager to review a matter, 3) ask the city manager to place the matter on a future agenda. Each speaker must approach the podium, speak into the microphone,provide their name and address. There is a three(3)minute time limit per speaker. N. ADJOURNMENT Copies of this agenda and additional information on any of the items listed above may be obtained from the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through Thursday from 7.00a-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. The Apache Junction City Council may vote to go into Executive Session for legal advice on any item listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. § 38-431.02 to the members of the City Council and the public. City of Apache Junction,Arizona Page 3 Printed on 411112024 ✓' Q.ppCFl�J CITY OF APACHE JUNCTION V ,Z SUPERSTITION VISTAS gR12oNP COMMUNITY FACILITIES DISTRICT NO. 2 Tuesday, April 16, 2024 A. CALL TO ORDER I:would like to call the_Superstition Vistas Community Facilities.�District No. 2 Meeting of April. ,16:'2024: to order and ask everyone to put their cel["phones on silent:i B. ROLL_CALL _ _J C. AGENDA 1. Consideration of approya .of the minutes of the special:meeting of March, 19; 2024.E Do-1 have a.motion? wait for the motion and the 2nd. Roll Call' - J D. PU,BLIC HEARING 2. 'Presentation, discussiori acid public hearing on the final assessment for the Superstitioh! Vistas Community Facilities District No, 2,:Assessment Area Na.,1 will.now open the public hearing; Call on Zach Sakas, CFD Counsel public can speak for 5 min. Would anyone'like,to,speak on these items.] Any scussion among the3oard?i 1 will now close the public hearing There:is no motion on:this item. - A 3. Presentation; discussion; and consideration of Resolution No: 2024=003 SVCFD No. 2.; a resolution approving the final assessment for Assessment Area"N 1� Call on-Zach e Any discussion among the.board?, Board can discuss. Do I have a motion?j Wait for the motion and second. Roll Call 4. ;Presentation, discussion, and consideration of Resolution No 20247'004 SVCFD No: 2; authorizing the issuance of District's Assessment Area No; 1 soecia I assessment-bonds. Any discussion among'the board? Board can discuss. Call':on Zach . Do I have a motion?j Wait for the motion and second, R 'll CaII E. DISTRICT MANAGER REPORT- none F. DISTRICT DIRECTOR REPORT—none G. DISTRICT TREASURER REPORT- none H. ADJOURNMENT MeetingT djourned. 4/iN /2024 M,O�TiI,ON, ITEM NO. 1 - APPROVAL OF MINUTES - I MOVE THAT THE MINUTES OF THE MARCH.19, 2024, SPECIAL MEETING (BE APPROVED) OR (BE DENIED). ITEM NO. 3 I:MOVE THAT. RESOLUTION N.O. 2024-003 SVCFD NO.2 A RESOLUTION:OF. . THE : DISTRICT BOARD OF SUPERSTITION : : VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 APPROVING THE.FINAL. ASSESSMENT FOR ASSESSMENTAREA NO. 1, DETERMINING-THAT THE WORK HAS BEEN. COMPLETED IN .ACCORDANCE WITH THE APPROVED PLANS -AND SPECIFICATIONS, AND ORDERING THE COLLECTION. OF' THE ASSESSMENT IN: ASSESSMENT AREA NO. 1. (BE APPROVED) OR (BE- . . DENIED). . ITEM NO. 4:. - I MOVE THAT RESOLUTION NO. 2024-004 SVCFD .NO.2, A RESOLUTION OF THE D-ISTRICT BOARD OF SUPERSTITION VISTAS .:COMMUNITY FACILITIES DISTRICT NO. 2, AUTHORIZING THE ISSUANCE. OF THE DISTRICT'S. ASSESSMENT AREA .NO. 1 SPECIAL ASSESSMENT BONDS, SERIES 2024; APPROVING THE FORM . AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS; AINARDING.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 O.F. AND RELATING TO THE BONDS. (BE APPROVED) .OR (BE DENIED). .