Loading...
HomeMy WebLinkAbout2025 10.21 SVCFD 2 rP�CkE� City Council Chambers City of Apache Junction, Arizona 300 E Superstition Blvd +� 01 Apache Junction,AZ 85119 Special Meeting Agenda \gilONr apachejunctionaz.gov Superstition Vistas Community Ph:(480)982-8002 Facilities District No. 2 Doors are open to the public at least 15 minutes prior to the posted meeting start time. Tuesday,October 21,2025 6:00 PM City Council Chambers A. Call to Order B. Roll Call C. Agenda Items 1. 25-530 Consideration of approval of minutes of the special meeting of June 17, 2025. Attachments: SVCFD2MIN 2025 06 17 DRAFT 2. 25-537 Presentation, discussion and consideration of Resolution No. SVCFD2 2025-007, a resolution of the district board of Superstition Vistas Community Facilities District No. 2, approving the Second Amendment to the Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement related to the substitution of the guarantor and indemnitor, and approving and authorizing all actions in connection with such substitution. Attachments: Resolution No. SVCFD2 2025-007 Approving Second Amendm Second Amendment to SVCFD No.2 Development Agreement D. District Manager Report E. District Director Report - Presentation and discussion of the following items: F. District Treasurer Report - Presentation and discussion G. Adjournment Copies of this agenda and additional information on any of the items listed above may be obtained from the office of the city clerk/district clerk, 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through Thursday, 7:00a to 6:00p, excluding holidays. The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617 or TDD(480) 983-0095. Members of this board will attend either in person or by telephone, video or internet conferencing. City of Apache Junction,Arizona Page 1 Printed on 10/22/2025 Superstition Vistas Community Special Meeting Agenda October 21,2025 Facilities District No.2 City of Apache Junction,Arizona Page 2 Printed on 1012212025 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard o Agenda Item Cover Sheet Apache Junction,AZ U =i 85119 Agenda Item No. 1. �Piz oN* File ID: 25-530 Sponsor: Agenda Date: 10/21/2025 Index: In Control: Superstition Vistas Community Facilit Consideration of approval of minutes of the special meeting of June 17, 2025. City of Apache Junction,Arizona Pagel Printed on 1012212025 City of Apache Junction, Arizona 00 E unpcil Chamber 300 Su erstition Blvd a Opi Apache Junction,AZ - �= Special Meeting Minutes 85119 t20N� apachejunctionaz.gov Superstition Vistas Community Ph:(480)982-8002 Facilities District No. 2 Doors are open to the public at least 15 minutes prior to the posted meeting start time. Tuesday,June 17,2025 6:00 PM City Council Chambers A. Call to Order Chair Wilson called the meeting to order at 6:07 p.m. B. Roll Call Present 7- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Nesser, Boardmember Soller, and Boardmember Cross Staff in attendance: Bryant Powell, District Manager Matt Busby,Assistant District Manager Evie McKinney, District Clerk Joel Stern, District Attorney Mike Loggins, District Director Rita Vineyard, District Admin Assistant Stacey Ramirez, District Billing Supervisor Connie Chow, District Controller Charles Briggs, District Project Manager Kayla Fulmer, District Director of Marketing and Communications Rob Wisler, District Management Analyst Eli Richardson, District Management Analyst Casaundra Wallace, District Attorney 1 Ryan Kaup, District Economic Development Director C. Agenda Items 1. 25-290 Consideration and approval of minutes from the May 6, 2025, meeting. Chair Wilson called for a motion. Boardmember Johnson moved,seconded by Vice Chair Schroeder that the minutes of the May 6,2025, meeting be approved. Yes: 7- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Nesser, Boardmember Soller and Boardmember Cross No: 0 2. 25-291 Presentation, discussion, and consideration or Resolution No. 2025-005 SVCFD No. 2, approving the proposed District budget for FY 2025/26 and ordering a hearing on and calling for public testimony on the District budget. Chair Wilson called for a motion. Boardmember Soller moved,seconded by Boardmember Nesser that Resolution No.2025-005 SVCFD No.2 be approved. City of Apache Junction,Arizona Pagel Superstition Vistas Community Special Meeting Minutes June 17,2025 Facilities District No.2 Yes: 7- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Nesser, Boardmember Soller and Boardmember Cross No: 0 Zach Sakas, Esq. of Greenberg Traurig, outside counsel for the Superstition Vistas Community Facilities District No. 1 presented to the Board the annual budget approval process. He explained they will be considering the tentative budget, conducting a public hearing based on that and then adopting the final budget. He also explained the residents property tax bills. Councilmembers had no concerns. 3. 25-292 Conduct a public hearing regarding the proposed District budget for FY 2025/26. Chair Wilson opened the public hearing, receiving no comments,Chair Wilson closed the public hearing. 4. 25-293 Presentation, discussion, and consideration of Resolution No. 2025-006 SVCFD No. 2, adopting the District budget for FY 2025/26 and ordering a tax levy. Chair Wilson called for a motion. Boardmember Cross moved,seconded by Boardmember Nesser that Resolution No.2025-006 SVCFD No.2 be approved. Yes: 7- Chairperson Wilson, Boardmember Schroeder, Boardmember Heck, Boardmember Johnson, Boardmember Nesser, Boardmember Soller and Boardmember Cross No: 0 D. District Manager Report E. District Director Report F. District Treasurer Report G. Adjournment Chair Wilson adjourned the meeting at 6:14 p.m. City of Apache Junction,Arizona Page 2 Superstition Vistas Community Special Meeting Minutes June 17,2025 Facilities District No.2 ACCEPTED THIS DAY OF , 2025, BY THE CHAIR PERSON AND DISTRICT BOARD OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 (CITY OF APACHE JUNCTION, ARIZONA). SIGNED AND ATTESTED TO THIS DAY OF 2025. WALTER "CHIP"WILSON CHAIR PERSON ATTEST: EVIE MCKINNEY DISTRICT CLERK City of Apache Junction,Arizona Page 3 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard o Agenda Item Cover Sheet Apache Junction,AZ U =i 85119 Agenda Item No.2. �Piz oN* File ID: 25-537 Sponsor: Agenda Date: 10/21/2025 Index: In Control: Superstition Vistas Community Facilit Presentation, discussion and consideration of Resolution No. SVCFD2 2025-007, a resolution of the district board of Superstition Vistas Community Facilities District No. 2, approving the Second Amendment to the Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement related to the substitution of the guarantor and indemnitor, and approving and authorizing all actions in connection with such substitution. City of Apache Junction,Arizona Pagel Printed on 1012212025 RESOLUTION NO. SVCFD2 2025-OC7 A RESOLUTION OF THE DISTRICT BOARD OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 APPROVING A SECOND AMENDMENT TO THE AMENDED AND RESTATED DISTRICT DEVELOPMENT, FINANCING PARTICIPATION, WAIVER AND INTERGOVERNMENTAL AGREEMENT RELATED TO THE SUBSTITUTION OF THE GUARANTOR AND INDEMNITOR; AND APPROVING AND AUTHORIZING ALL ACTIONS HERETOFORE AND HEREAFTER TAKEN IN CONNECTION HEREWITH NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2, AS FOLLOWS : SECTION 1 FINDINGS A. At the time of formation of Superstition Vistas Community Facilities District No. 2 (the "District") , the District, the City of Apache Junction, Arizona (the "City") , and D. R. Horton, Inc. , entered into a District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of February 22, 2022 (the "Original CFD Development Agreement") , recorded as Fee No. 2022-021690 in the official records of Pinal County. B. Pursuant to Section 10 . 3 of the Original CFD Development Agreement, D. R. Horton, Inc. , assigned its rights, title, interest, duties, obligations and liabilities as Developer (as defined in the Original CFD Development Agreement) under the Original CFD Development Agreement to Brookfield Homes Holdings, LLC ("Brookfield Homes") , all as documented in the Assignment and Assumption of District Development, Financing Participation, Waiver and Intergovernmental Agreement (Superstition Vistas Community Facilities District No. 2) , dated as of March 14, 2022 (the "Assignment to Brookfield Homes") , and recorded as Fee No. 2022-087119 in the official records of Pinal County. The City and the District consented to such Assignment to Brookfield Homes. C . Subsequent to the Assignment to Brookfield Homes, Brookfield Homes requested the assignment of its rights, title, RESOLUTION NO. SVCFD2 2025-007 PAGE 1 OF 5 interest, duties, obligations, and liabilities as Developer to Brookfield ASLD 8500, LLC ("Brookfield ASLD 8500") , in accordance with Section 10 . 3 of the Original CFD Development Agreement, provided that Brookfield Homes would retain certain duties, obligations, and liabilities as a guarantor and indemnitor. In connection with the foregoing, the District, the City, Brookfield Homes and Brookfield ASLD 8500 entered into that certain Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2, dated as of October 10, 2022 (the "CFD Development Agreement") , and recorded as Fee No. 2022-106816 in the official records of Pinal County. D. Following Brookfield ASLD 8500 assuming the role of Developer under the CFD Development Agreement, all landowners within the District petitioned the District to delete approximately 97 acres from the boundaries of the District, and in connection therewith the City, the District, Brookfield ASLD 8500 and Brookfield Homes executed and delivered the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024 (the "First Amendment to CFD Development Agreement") , and recorded as Fee No. 2024-100195 in the official records of Pinal County. E. Following a corporate realignment of, and additional equity investment in, Brookfield ASLD 8500, Brookfield Homes now desires to assign its duties, obligations, and liabilities as a guarantor and indemnitor to Brookfield Communities US Holdings LLC ("Brookfield Communities") and Sekisui House US Holdings, LLC (together with Brookfield Communities, the "Indemnitor Parties") , in accordance with Section 10. 3 of the CFD Development Agreement and pursuant to a Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement (the "Second Amendment to CFD Development Agreement") , in substantially the form now on file with the clerk of the District . Following the execution and delivery of the Second Amendment to CFD Development Agreement, the Indemnitor Parties will jointly and severally be parties to the CFD Development RESOLUTION NO. SVCFD2 2025-007 PAGE 2 OF 5 Agreement as investors, guarantors, and indemnitors but not as developers . F. The Indemnitor Parties submitted appropriate financial information as requested by District representatives in connection with the request to replace Brookfield Homes with the Indemnitor Parties . SECTION 2 APPROVAL OF SECOND AMENDMENT TO CFD DEVELOPMENT AGREEMENT The Second Amendment to CFD Development Agreement is hereby approved in substantially the form submitted herewith, with such changes, additions, deletions, insertions and omissions, if any, as the chairman of the District, with the advice of the manager of the District and the attorney of the District, shall authorize, and the execution and delivery of the Second Amendment to CFD Development Agreement shall be conclusive evidence of the propriety of such document and the authority of the person or persons executing the same . The chairman of the District, with the advice of the manager of the District and the attorney of the District, is hereby authorized and directed to execute, and the clerk of the District to attest and deliver, the Second Amendment to CFD Development Agreement on behalf of the District . SECTION 3 APPROVAL AND AUTHORIZATION OF ACTIONS All actions of the officers, officials, employees and agents of the District which conform to the purposes and intent of this resolution whether heretofore or hereafter taken are hereby ratified, confirmed and approved. The proper officers, officials, employees and agents of the District are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the District as may be necessary to carry out the terms and intent of this resolution . The engagement by the District of outside legal counsel or consultants is hereby authorized. RESOLUTION NO. SVCFD2 2025-007 PAGE 3 OF 5 SECTION 5 NO LIABILITY OF OR FOR THE MUNICIPALITY; SEVERABILITY; AMENDMENT; EFFECTIVE DATE A. Neither the City nor the State of Arizona or any political subdivision of either (other than the District) shall be directly, indirectly or morally liable or obligated for the payment or repayment of any indebtedness, liability, cost, expense or obligation of the District, and neither the credit nor the taxing power of the City, the State of Arizona or any political subdivision of either (other than the District) shall be pledged therefor. B. 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 shall not affect any of the remaining provisions of this resolution. The District Board hereby declares that it would have adopted this resolution and each and every other section, paragraph, clause or provision hereof and authorized the replacement of Brookfield Homes with the Indemnitor Parties pursuant hereto irrespective of the fact that any one or more sections, paragraphs, clauses or provisions may be held to be invalid, illegal or unenforceable . C. All resolutions or parts thereof inconsistent herewith are hereby waived to the extent only of such inconsistency. D. This resolution shall be effective immediately. Signature page to follow. RESOLUTION NO. SVCFD2 2025-007 PAGE 4 OF 5 PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2, THIS 21ST DAY OF OCTOBER, 2025 . SIGNED AND ATTESTED TO THIS DAY OF , 2025 . WALTER "CHIP" WILSON Chairman, Board of Directors ATTEST: EVIE MCKINNEY District Clerk APPROVED AS TO FORM: RICHARD JOEL STERN District Counsel RESOLUTION NO. SVCFD2 2025-007 PAGE 5 OF 5 When recorded, return to: Zachary D. Sakas, Esq. Greenberg Traurig, LLP 2375 East Camelback Road, Suite 800 Phoenix, Arizona 85016 SECOND AMENDMENT TO AMENDED AND RESTATED DISTRICT DEVELOPMENT, FINANCING PARTICIPATION,WAIVER AND INTERGOVERNMENTAL AGREEMENT by and among CITY OF APACHE JUNCTION,ARIZONA, SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2, BROOKFIELD COMMUNITIES US HOLDINGS LLC, NORTH AMERICA SEKISUI HOUSE,LLC, and BROOKFIELD ASLD 8500 LLC Dated as of , 2025 THIS SECOND AMENDMENT TO AMENDED AND RESTATED DISTRICT DEVELOPMENT, FINANCING PARTICIPATION, WAIVER AND INTERGOVERNMENTAL AGREEMENT, dated as of , 2025 (this "Amendment"), is entered into by and among the City of Apache Junction, Arizona, an Arizona municipal corporation (the "Municipality"); Superstition Vistas Community Facilities District No. 2, a community facilities district formed by the Municipality, and duly organized and validly existing, pursuant to the laws of the State of Arizona(the"Distric(");Brookfield Communities US Holdings LLC, a Delaware limited liability company duly organized and validly existing pursuant to the laws of the State of Delaware ("Broolq�iield Communities"), which has an interest in certain property in the District and is an investor, guarantor and indemnitor but is not a developer; North America Sekisui House, LLC, a Delaware limited liability company duly organized and validly existing pursuant to the laws of the State of Delaware (together with Brookfield Communities, the "Indemnitor Parties"), which has an interest in certain property in the District and is an investor, guarantor and indemnitor but is not a developer; and Brookfield ASLD 8500 LLC, a Delaware limited liability company duly organized and validly existing pursuant to the laws of the State of Delaware(the"Developer"),which has an interest in certain property within the boundaries of the District and is an investor, developer, guarantor and indemnitor. The Property (as defined in the hereinafter defined CFD Development Agreement) is land granted to the Arizona State Land Department ("ASLD"), and ASLD has permitted the recordation of this Amendment on the Property pursuant to Section 2.7 of the Participation Contract(as defined in the CFD Development Agreement). Brookfield Homes Holdings, LLC, a California limited liability company ("Brookfield Homes"), and an original party to the CFD Development Agreement, has consented to this Amendment. RECITALS A. The Municipality, the District, Brookfield Homes and the Developer previously entered into the Amended and Restated District Development,Financing Participation, Waiver and Intergovernmental Agreement, dated as of October 10, 2022, and recorded on October 11, 2022, as Fee No. 2022-106816 in the official records of Pinal County, Arizona (the "Original CFD Development Agreement"). B. Brookfield Homes, Developer and ASLD, together with the other owners of all land within the boundaries of the District, subsequently requested that the boundaries of the District be amended to delete certain real property constituting approximately 97 acres, and the revised boundaries of the District are legally described on Exhibit A attached hereto. In connection with the amendment of the boundaries of the District, Brookfield Homes, the City, the Developer and the District entered into the First Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of January 25, 2024, and recorded on December 31, 2024, as Fee No. 2024-100195 in the official records of Pinal County, Arizona (the "First Amendment," and the Original CFD Development Agreement, as amended by the First Amendment is referred to herein as the "CFD Development Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed in the CFD Development Agreement. C. Brookfield Homes and the Developer have advised the Municipality and the District that due to changes in their overarching corporate structure,Brookfield Homes is no longer the appropriate entity to provide additional financial support with respect to the Developer's development of the Property within the boundaries of the District, and have requested that the obligations of Brookfield Homes pursuant to the CFD Development Agreement be assigned to, and assumed by, the Indemnitor Parties. D. The Mayor and Council of the Municipality approved the execution and delivery of this Amendment pursuant to Resolution No. 25-29,passed and adopted on October 21, 2025. D. The District Board of the District approved the assignment to and assumption by the Indemnitor Parties of all obligations of Brookfield Homes pursuant to the CFD Development Agreement and the execution and delivery of this Amendment pursuant to Resolution No. SVCFD2 2025-007,passed and adopted on October 21, 2025. E. The Municipality, the District, Brookfield Homes, the Indemnitor Parties and the Developer now desire to amend the CFD Development Agreement as provided herein. AGREEMENT NOW, THEREFORE, in the joint and mutual exercise of their powers, in consideration of the above premises and of the mutual covenants herein contained and for other valuable consideration, and subject to the conditions set forth herein, the parties hereto agree that: 1. Pursuant to Section 10.3 of the CFD Development Agreement, all rights, title, interest, duties, liabilities and obligations under the CFD Development Agreement of Brookfield Homes are hereby assigned to, and assumed by, the Indemnitor Parties, jointly and severally, and all parties to the CFD Development Agreement and this Amendment hereby acknowledge and consent to such assignment to, and assumption by, the Indemnitor Parties. By its execution of this Amendment, the Indemnitor Parties,jointly and severally, assume all rights, title, interest, duties liabilities and obligations of Brookfield Homes under the CFD Development Agreement. 2. The CFD Development Agreement, as amended by this Amendment, is hereby ratified and shall remain in full force and effect. IN WITNESS WHEREOF, the officers of the Municipality and of the District have duly affixed their signatures and attestations, and the officers of the Indemnitor Parties and the Developer their signatures, all as of the day and year first written above. [Signature Pages to Follow] CITY OF APACHE JUNCTION, ARIZONA, a municipal corporation By: Walter"Chip"Wilson, Mayor STATE OF ARIZONA ) )ss. COUNTY OF PINAL ) The foregoing instrument was acknowledged before me this day of , 2025, by Walter "Chip" Wilson, as Mayor of the City of Apache Junction, Arizona, a municipal corporation under the laws of the State of Arizona. Notary Public (Affix Seal Here) ATTEST: Evie McKinney, City Clerk Pursuant to A.R.S. Section 11-952(D), this Amendment has been reviewed by the undersigned attorney for the Municipality who has determined that this Amendment is in proper form and is within the powers and authority granted pursuant to the laws of this State to the Municipality. Richard Joel Stern, City Attorney [Signature Page to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT NO. 2 By: Walter"Chip"Wilson, Chairman,District Board STATE OF ARIZONA ) )ss. COUNTY OF PINAL ) The foregoing instrument was acknowledged before me this day of , 2025, by Walter "Chip" Wilson, as Chairman of the Board of Directors of Superstition Vistas Community Facilities District No. 2, an Arizona community facilities district. Notary Public (Affix Seal Here) ATTEST: Evie McKinney, District Clerk Pursuant to A.R.S. Section 11-952(D), this Amendment has been reviewed by the undersigned attorney for the District,who has determined that this Amendment is in proper form and is within the powers and authority granted pursuant to the laws of this State to the District. Richard Joel Stern, District Counsel [Signature Page to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] DEVELOPER: BROOKFIELD ASLD 8500 LLC, a Delaware limited liability company By: Name: Eric J. Tune Its: Authorized Si ng atory STATE OF ARIZONA ) )ss. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this day of , 2025, by Eric J. Tune, the Authorized Signatory of Brookfield ASLD 8500 LLC, a Delaware limited liability company. (Seal and Expiration Date) Notary Public in and for the State of [Signature Page to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] INDEMNITOR PARTIES: BROOKFIELD COMMUNITIES US HOLDINGS LLC, a Delaware limited liability company By: Name: Its: By: Name: Its: [NOTARY BLOCK TO BE REVISED] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. STATE OF CALIFORNIA ) ss. County of ) On 2025, before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature: (Seal) STATE OF CALIFORNIA ) ss. County of ) On , 2025, before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature: (Seal) [Signature Page to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] NORTH AMERICA SEKISUI HOUSE, LLC, a Delaware limited liability company By: Name: Its: By: Name: Its: [NOTARY BLOCK TO BE REVISED] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. STATE OF CALIFORNIA ) ss. County of ) On 2025, before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature: (Seal) STATE OF CALIFORNIA ) ss. County of ) On 2025, before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature: (Seal) [Signature Page to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] CONSENT AND AGREEMENT Reference is made to that certain Second Amendment to Amended and Restated District Development, Financing Participation and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2, dated as of _, 2025, by and among the City of Apache Junction, Arizona, Superstition Vistas Community Facilities District No. 2, Brookfield Communities US Holdings LLC, North America Sekisui House, LLC, and Brookfield ASLD 8500, LLC, to which this Consent and Agreement is attached(the "CFD Development Agreement Amendment"). Capitalized terms used and not otherwise defined in this Consent and Agreement shall have the meanings set forth in the CFD Development Agreement Amendment. D.R. Horton, Inc. ("D.R. Horton"), having an interest in the real property within the boundaries of the District, hereby consents to the CFD Development Agreement Amendment, acknowledges that the CFD Development Agreement Amendment shall bind all real property in which D.R. Horton has an interest within the boundaries of the District, and authorizes the recordation of the CFD Development Agreement Amendment with respect to all such real property. In no event,however, shall anything in this Consent and Agreement constitute an assumption by D.R. Horton of the obligations of the Developer or Brookfield Homes under the CFD Development Agreement, as amended. Dated as of , 2025. [Signature page to follow] D.R. HORTON, INC., a Delaware corporation By: Name: Its: STATE OF ARIZONA ) )ss. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this day of , 2025, by , the of D.R. Horton, Inc., a Delaware corporation. (Seal and Expiration Date) Notary Public in and for the State of Arizona [Signature Page to D.R. Horton Consent and Agreement to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] ACKNOWLEDGMENT AND CONSENT OF AJSD AND WUCFD Reference is made to that certain Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of _, 2025 (the "CFD Development Agreement Amendment'), by and among the City of Apache Junction, Arizona(the "Municipality"), Superstition Vistas Community Facilities District No. 2(the"District'),Brookfield Communities US Holdings LLC,North America Sekisui House, LLC, and Brookfield ASLD 8500 LLC (the "Developer"), to which this Acknowledgment and Consent (this "Acknowledgment and Consent') is attached. All capitalized terms used and not otherwise defined in this Acknowledgment and Consent shall have the meanings set forth in the CFD Development Agreement Amendment, or, as applicable, the Intergovernmental Agreement by and among the Water Utilities Community Facilities District (City of Apache Junction, Arizona) ("WUCFD"), the Apache Junction Sewer District (formerly known as the Superstition Mountains Community Facilities District No. 1) ("AJSD"), the Superstition Vistas Community Facilities District No. 1 and the Superstition Vistas Community Facilities District No. 2 Pertaining to Community Facilities District Operations, Infrastructure and Financings, dated as of November 30, 2021 and recorded January 24, 2022, in the Official Records of the Pinal County Recorder as Instrument No.2022-009053 (the"IGA"). The undersigned representatives of AJSD and WUCFD have had the opportunity and right to review the terms and provisions of the CFD Development Agreement Amendment, and, in accordance with the IGA, AJSD and WUCFD each hereby acknowledges and consents to the CFD Development Agreement Amendment and the continuing effect of the terms of Section 10.23 of the CFD Development Agreement, including, without limitation, accepting Infrastructure acquired by the District in accordance with the CFD Development Agreement and A.R.S. Title 48, Chapter 4, Article 6, as amended. Such Section 10.23 of the CFD Development Agreement remains in full force and effect and was not amended by the CFD Development Agreement Amendment. Dated as of , 2025. [Signature pages to follow] WATER UTILITIES COMMUNITY FACILITIES DISTRICT (CITY OF APACHE JUNCTION,ARIZONA), an Arizona community facilities district By: Walter "Chip" Wilson, Chairman, Board of Directors STATE OF ARIZONA ) )ss. COUNTY OF PINAL ) The foregoing instrument was acknowledged before me this [ ] day of 2025, by Walter "Chip" Wilson, as Chairman of the Board of Directors of the Water Utilities Community Facilities District(City of Apache Junction,Arizona),an Arizona community facilities district. Notary Public ATTEST: Evie McKinney, District Clerk [Signature Page to Acknowledgment and Consent of AJSD and WUCFD to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] APACHE JUNCTION SEWER DISTRICT, an Arizona community facilities district By: Kathleen Waldron, Chairperson, Board of Directors STATE OF ARIZONA ) ss. COUNTY OF PINAL ) The foregoing instrument was acknowledged before me this day of 2025,by Kathleen Waldron, as the Chairperson of the Board of Directors of the Apache Junction Sewer District, an Arizona community facilities district. Notary Public [Signature Page to Acknowledgment and Consent of AJSD and WUCFD to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] CONSENT AND ASSIGNMENT Reference is made to that certain Second Amendment to Amended and Restated District Development, Financing Participation and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2, dated as of _, 2025, by and among the City of Apache Junction, Arizona, Superstition Vistas Community Facilities District No. 2, Brookfield Communities US Holdings LLC, North America Sekisui House, LLC, and Brookfield ASLD 8500,LLC,to which this Consent and Assignment is attached(the"CFD Development Agreement Amendment"). Capitalized terms used and not otherwise defined in this Consent and Assignment shall have the meanings set forth in the CFD Development Agreement Amendment. Brookfield Homes Holdings,LLC ("Brookfield Homes"),hereby assigns all of its rights,title, interest, duties, liabilities and obligations under the CFD Development Agreement to Brookfield Communities US Holdings LLC and North America Sekisui House, LLC, jointly and severally, and otherwise consents to the execution and recording of the CFD Development Agreement Amendment. Dated as of , 2025. [Signature page to follow] BROOKFIELD HOMES HOLDINGS,LLC, a California limited liability company By: Name: Its: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss. County of ) On 2025, before me, a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature: (Seal) [Signature Page to Consent and Assignment of Brookfield Homes Holdings, LLC, to Second Amendment to Amended and Restated District Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2] EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY INCLUDED IN THE DISTRICT A-1 CFD DESCRIPTION THAT PORTION OF SECTION 17, SECTION 20, THE SOUTH HALF OF SECTION 18 AND THE NORTH HALF OF SECTION 19, TOWNSHIP 1 SOUTH, RANGE 8 EAST OF THE GILA AND SALT RIVER MERIDIAN, PINAL COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A PINAL COUNTY PUBLIC WORKS DEPARTMENT BRASS CAP IN HAND HOLE MARKING THE WEST QUARTER CORNER OF SAID SECTION 20, FROM WHICH A PINAL COUNTY PUBLIC WORKS DEPARTMENT BRASS CAP IN HAND HOLE MARKING THE NORTHWEST CORNER THEREOF BEARS NORTH 017'35" WEST, A DISTANCE OF 2641.12 FEET; THENCE NORTH 0'17'35" WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 20, A DISTANCE OF 2641.12 FEET TO SAID NORTHWEST CORNER; THENCE SOUTH 89'46'31" WEST, ALONG THE SOUTH LINE OF SECTION 18, A DISTANCE OF 500.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 2500.00 FEET, A CENTRAL ANGLE OF 22'55'06", AND A CHORD THAT BEARS SOUTH 7818'58" WEST, 993.35 FEET; THENCE ALONG SAID CURVE, A DISTANCE OF 1000.00 FEET; N THENCE SOUTH 66'51'25" WEST, A DISTANCE OF 540.51 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 3000.00 FEET, A CENTRAL ANGLE OF 30'39'58", AND A CHORD THAT BEARS SOUTH 82'11'24" WEST, 1586.58 FEET; THENCE ALONG SAID CURVE, A DISTANCE OF 1605.68 FEET; THENCE NORTH 82'28'36" WEST, A DISTANCE OF 583.29 FEET; THENCE NORTH 53'29'13" EAST, A DISTANCE OF 910.07 FEET TO A POINT ON THE SOUTH LINE OF SAID SECTION 18; w THENCE NORTH 53'29'26" EAST, A DISTANCE OF 4200.33 FEET TO A POINT ON THE WEST LINE OF THE SOUTHWEST QUARTER OF SECTION 17; 6 E e THENCE NORTH 0'17'10" WEST, ALONG SAID WEST LINE, A DISTANCE OF 155.64 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 17; THENCE NORTH 0'13'51" WEST, ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 17, A DISTANCE OF 2639.88 FEET TO NORTHWEST CORNER THEREOF; THENCE NORTH 89'45'04" EAST, ALONG THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 17, A DISTANCE OF 2642.33 FEET TO THE NORTH QUARTER CORNER THEREOF; E THENCE NORTH 89'47'06" EAST, ALONG THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID M SECTION 17, A DISTANCE OF 33.50 FEET; BRED LAND S� THENCE SOUTH 0'16'32" EAST, A DISTANCE OF 830.28 FEET; ��o�Rt DArf�q�`°P e 38862 THENCE NORTH 5327'53" EAST, A DISTANCE OF 1401.79 FEET BONNIE E. TO A POINT ON THE NORTH LINE OF THE NORTHEAST QUARTER DORS E OF SAID SECTION 17; es ed..... THENCE NORTH 89'47'06" EAST, ALONG SAID NORTH LINE, FYp.gR12ONA, A DISTANCE OF 1480.06 FEET TO THE NORTHEAST CORNER CI,) SUNRISEOF SAID SECTION 17;THENCE SOUTH O'17'17" EAST, ALONG THE EAST LINE OF SAID ENGINEERING NORTHEAST QUARTER, A DISTANCE OF 2641.26 FEET TO THE 2045 SOUTH VINEYARD,SUITE 101 EAST QUARTER CORNER OF SAID SECTION 17; TESA,ARIZONA 8521O SHEET 1 OF 5 �r. &-ev.c= A-2 CFD DESCRIPTION THENCE SOUTH 0'17'38" EAST, ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 17, A DISTANCE OF 2641.38 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE SOUTH 0'16'25" EAST, ALONG THE EAST LINE OF THE NORTHEAST QUARTER OF SECTION 20, A DISTANCE OF 2640.89 FEET TO THE EAST QUARTER CORNER THEREOF; THENCE SOUTH 0'15'30" EAST, ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 20, A DISTANCE OF 2641.53 FEET TO THE SOUTHEAST CORNER OF SAID SECTION 20; THENCE SOUTH 89'46'59" WEST, ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 2643.37 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 20; THENCE SOUTH 89'48'18" WEST, ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20, A DISTANCE OF 2643.78 FEET TO THE SOUTHWEST CORNER THEREOF; g THENCE NORTH 0'17'01" WEST, ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER, A DISTANCE OF 2640.28 FEET TO THE POINT OF BEGINNING. EXCEPT PARCEL "A" OF THE FINAL PLAT FOR PHASE 5 COMMERCIAL, RECORDED ON FEE NUMBER 2024-061060, PINAL COUNTY RECORDS; EXCEPT PARCEL "A" OF THE FINAL PLAT FOR PHASE 3 COMMERCIAL, RECORDED ON FEE NUMBER 2024-061061, PINAL COUNTY RECORDS; AND EXCEPT PARCEL "11, 12, 13 & 14" OF THE FINAL PLAT FOR BLOSSOM ROCK PHASE 1, RECORDED e ON FEE NUMBER 2022-084918, PINAL COUNTY RECORDS. CONTAINS 57166135 SQUARE FEET OR 1312.3539 ACRES OF LAND, MORE OR LESS. SEE ATTACHED EXHIBIT "A" BY REFERENCE MADE A PART HERETO. ARE°LANDSU R�1F I CA F� cE 'fib m 38862 � RONNIE E. DORS r QiFe12/5/2024' 5 d Sp" i 4RIZONA.�' Fkp res 3-3�2 E E e rrSUNRISE ENGINEERING 2045 SOUTH VINEYARD,SUITE 101 MESA,ARIZONA 85210 TEL 480.768.8600 SHEET 2 OF 5 www.B nm&-ev.c= A-3 EXHIBIT "A" `ysD LAND tE � NORTHEAST CORNER ppOG�¢( FICA re k7F��9 SEC 17 T1S, R8E G&SRM 38862 FOUND 3" BRASS CAP FLUSH RD DORS E. RS STAMPED IS 35306" e• F NORTHWEST CORNER "s�2/3/2024 SEC 17 T1S, R8E G&SRM NORTHEAST CORNER ARIZONA,... FOUND PINAL COUNTY SEC 17 T1S, R8E G&SRM L9 Fkp res 3-31�� HIGHWAY DEPARTMENT FOUND GLO 1914 BRASS CAP r L10 BRASS CAP L8 L11 L12 ELLIOT AVENUE EAST 1/4 CORNER (ALIGNMENT) SEC 17 T1 S, R8E G&SRM J WEST QUARTER CORNER J FOUND 2" GLO 1914 SEC 17 T1S, R8E G&SRM BRASS CAP FLUSH FOUND BRASS CAP IN HAND HOLE — SEC 18 T1S R8E SEC 17 IT1S R8E SOUTHEAST CORNER SOUTHWEST CORNER SEC 17 SEC 17 SOUTHEAST CORNER SEC 18 NORTHEAST CORNER �5 NORTHWEST CORNER SEC 20 SEC 20 T1S, R8E G&SRM J T1S, R8E G&SRM FOUND PINAL COUNTY PWD FOUND GLO 1914 BRASS CAP IN HAND HOLE 'F-N BRASS CAP FLUSH C1 L1 WAR�OAD W L3 C2 m N j (ALIGNMENT) Z EAST 1/4 CORNER (� 12 SEC 20 m N Wp J T1S, R8E G&SRM z Q Q FOUND GLO 1914 —BRASS CAP FLUSH r SEC 19 IT1 S R8E 0 SEC 20 T1 S R8F Q POB ZWEST QUARTER CORNER Of SOUTHEAST CORNER SEC 20 T1 S, R8E G&SRM O O SEC 20 FOUND PINAL COUNTY PWD = T1S, R8E G&SRM FOUND GLO 1914 ° BRASS CAP IN HAND HOLE BRASS CAP FLUSH RAY AVENUE L18 L17 SOUTHWEST CORNER SOUTH 1/4 CORNER E SEC 20 T1S, R8E G&SRM SEC 20 FOUND PINAL COUNTY HIGHWAY T1S, R8E G&SRM DEPARTMENT BRASS CAP IN HAND HOLE FOUND 2 1/2 GLO BRASS CAP e rri SUNRISE ENGINEERING NOT TO SCALE 2045 SOUTH VINEYARD,SUITE 101 MESA,ARIZONA 85210 TEL 480.768.8600 SHEET 3 OF 5 www.B nm&-ev.CO/8 A-4 EXHIBIT "A" � L9 L10 _ L8 L11 L12 ELLIOT AVENUE (ALIGNMENT) �2 J J — SEC 18 �T1SR8E SEC 17T1SR8E 7t C1 L1 WARNER ROAD W L3 C2 m N �(ALIGNMENT) Z C) Ow Q o z — SEC 19 �TlS R8E Z 0 SEC 20 T1 S R8E D Q Q rn O E � p RAY AVENUE L18 L17 s EXCEPTION 10 PARCEL "A", PHASE 5 COMMERCIAL �?yEQ LAND g� _ FEE 2024-061060, PCR e EXCEPTION o 38862 -� RONNIE E. NOT TO SCALE 20 PARCEL "A", PHASE 3 COMMERCIAL DORS FEE 2024-061061, PCR 4fe12/6/2024' EXCEPTION ARIZO. VSP 0 PARCEL 11, 12, 13 & 14 ekpires3-3� 2� %1 ENGINEERING SUNRISE BLOSSOM ROCK PHASE 1 FEE 2022-084918, PCR 2045 SOUTH VINEYARD,SUITE 101 MESA,ARIZONA 85210 TEL 480.768.8600 SHEET 4 OF 5 1Vli'W.8t111T188-Bgg.CO/8 A-5 EXHIBIT "A" CURVE TABLE CURVE DELTA RADIUS LENGTH CHORD BEARING CHORD DIST C1 22'55'06" 2500.00 1000.00' S78'18'58"W 993.35' C2 30'39'58" 3000.00 1605.68' S8211'24"W 1586.58' LINE TABLE LINE # DIRECTION LENGTH LEGEND L1 S89'46'31"W 500.00' SUBJECT BOUNDARY PLSS SECTION LINE L2 S66'51'25"W 540.51' PLSS SUB SECTION LINE L3 N82'28'36"W 583.29' L4 N53'29'13"E 910.07' e L5 N5329'26"E 4200.33' ABBREVIATIONS L6 N017'10"W 155.64' APN ASSESSOR PARCEL NUMBER E EAST L7 N013'51"W 2639.88' GLO GENERAL LAND OFFICE G&SRM GILA & SALT RIVER MERIDIAN L8 N8945'04"E 2642.33' LS LAND SURVEYOR N NORTH L9 N8947'06"E 33.50' PCR PINAL COUNTY RECORDS PLSS PUBLIC LAND SURVEY SYSTEM L10 SO16'32"E 830.28' POB POINT OF BEGINNING POC POINT OF COMMENCEMENT L11 N53°27'53"E 1401.79' PWD PUBLIC WORKS DEPARTMENT L12 N89'47'06"E 1480.06' R RANGE E S SOUTH L13 Sol7'17"E 2641.26' T TOWNSHIP StFAEO LAND S( W WEST "�ERt F+cA L14 SO'17'38"E 2641.38' 38862 RONNIE E. e L15 Sol6'25"E 2640.89' ' DORSDO �bfe�2/5/2024 ed.....'SP. e L16 SO'15'30"E 2641.53' ARIZONP, i Fkp�res 3-3� L17 S89'46'59"W 2643.37' L18 S89'48'18"W 2643.78' rr SUNRISE L19 NO'17'01"W 2640.28' 1 ENGINEERING 2045 SOUTH VINEYARD,SUITE 101 MESA,ARIZONA 85210 TEL 480.768.8600 SHEET 5 OF 5 www.B nm&-ev.c= A-6