HomeMy WebLinkAboutRES 25-29 RESOLUTION NO. 25-29
A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY
OF APACHE JUNCTION, ARIZONA, APPROVING AND AUTHORIZING
THE EXECUTION AND DELIVERY OF A SECOND AMENDMENT TO
AMENDED AND RESTATED DISTRICT DEVELOPMENT, FINANCING
PARTICIPATION, WAIVER AND INTERGOVERNMENTAL AGREEMENT
FOR SUPERSTITION VISTAS COMMUNITY FACILITIES DISTRICT
NO. 2, AND AUTHORIZING OTHER ACTIONS IN FURTHERANCE OF
THIS RESOLUTION WHETHER HERETOFORE OR HEREAFTER TAKEN
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF APACHE JUNCTION, ARIZONA, AS FOLLOWS :
SECTION I FINDINGS
The mayor and city council hereby make the following findings :
A. On September 9, 2021, there was presented to us, the
governing body of the City of Apache Junction, Arizona,
(hereinafter referred to as the "City") , a Petition for Formation
and Petition for Adoption of Resolutions Ordering and Declaring
Formation of Superstition Vistas Community Facilities District
No. 2, signed by the entities which, on the date thereof, were the
"owners" of all real property as shown on the assessment roll for
state and county taxes for Pinal County, Arizona, being D. R.
Horton, Inc. (hereinafter called the "D. R. Horton") and the Arizona
State Land Department, in Superstition Vistas Community Facilities
District No. 2 (hereinafter referred to as the "District") , the
formation of which was requested by such petitioner in such
petition, pursuant to Title 48, Chapter 4 , Article 6, Arizona
Revised Statutes, as amended (the "Act") .
B. By Resolution No. 21-46, adopted on October 5, 2021 (the
"Resolution") , by the mayor and city council of the City, the
District was formed as a community facilities district pursuant to
the terms and provisions of, and with the powers and authority
established by, the Act .
RESOLUTION NO. 25-29
PAGE 1 OF 6
C. Pursuant to the Act and Section 9-500 , 05, Arizona
Revised Statutes, in connection with formation of the District,
the City, the District and D. R. Horton entered into that certain
District Development, Financing Participation, Waiver and
Intergovernmental Agreement, dated as of February 22, 2022 (the
"Original CFD Development Agreement") , and recorded as Fee
No. 2022-021690 in the official records of Pinal County, Arizona,
to specify, among other things, conditions, terms, restrictions
and requirements for "public infrastructure" (as such term is
defined in the Act) and the financing of public infrastructure .
D. Pursuant to Section 10. 3 of the Original CFD Development
Agreement, D. R. Horton desired to assign 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") .
E. D. R. Horton and Brookfield Homes executed and delivered
that certain 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, Arizona, whereby D. R. Horton assigned, and Brookfield
Homes assumed, the role of Developer under the Original CFD
Development Agreement, and the City and the District consented to
such Assignment to Brookfield Homes .
F. Brookfield Homes subsequently desired to assign its
rights, title, 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 under the Original CFD
Development Agreement as a guarantor and indemnitor.
G. In order to consummate the assignment of the Developer
role to, and the assumption thereof by, Brookfield ASLD 8500 and
in order to delineate the duties, obligations and liabilities of
Brookfield Homes, the City, the District, Brookfield ASLD 8500 and
Brookfield Homes executed and delivered that certain Amended and
RESOLUTION NO. 25-29
PAGE 2 OF 6
Restated District Development, Financing Participation, Waiver and
Intergovernmental Agreement for Superstition Vistas Community
Facilities District No. 2, dated as of October 10, 2022, and
recorded in the official records of Pinal County as Fee No . 2022-
106816 (the "CFD Development Agreement") The City' s execution
and delivery of the CFD Development Agreement was approved and
authorized by Resolution No. 22-35 adopted by the mayor and council
of the City on September 6, 2022 .
H. All owners of land within the District thereafter signed
a petition, and the City consented to such petition, which was
submitted to the Board of Directors of the District requesting the
deletion of an area from the boundaries of the District pursuant
to Sections 48-707F and 48-714 , Arizona Revised Statutes . In
connection with the deletion of an area from the District
boundaries, Brookfield Homes and Brookfield ASLD 8500 requested
the execution and delivery of 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 such
amendment was consented and agreed to by the City and the District,
and the First Amendment to CFD Development Agreement was recorded
as Fee No. 2024--100195 in the official records of Pinal County.
I . 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 City.
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 Agreement as investors,
guarantors, and indemnitors but not as developers .
RESOLUTION NO. 25--29
PAGE 3 OF 6
SECTION II AUTHORIZATION AND 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 mayor of the City, with the advice of the manager of the
City and the city attorney of the City, 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 mayor of the City, with the advice of the manager of
the City and the city attorney of the City, is hereby authorized
and directed to execute, and the clerk of the City to attest and
deliver, the Second Amendment to CFD Development Agreement on
behalf of the City.
SECTION III RATIFICATION AND AUTHORIZATION
A. Resolution No. 21-46, Resolution No. 22-35,
Resolution No. 23-40, Resolution No. 24-34 , Resolution No. 24-42
and all things done arising therefrom are hereby ratified and
confirmed in all other respects notwithstanding the execution and
delivery of the Second Amendment to CFD Development Agreement .
B. All actions of the mayor and council of the City, the
manager of the City, the clerk of the City, the finance director
of the City, and the City attorney of the City, or the designees
of any of them, whether heretofore or hereafter taken, in
furtherance of this resolution and pertaining to the replacement
of Brookfield Homes with the Indemnitor Parties, are hereby
ratified, confirmed, authorized and approved.
SECTION IV NO LIABILITY OF OR FOR THE CITY
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 costs of the
public infrastructure contemplated by the CFD Development
Agreement, as amended by the First Amendment to CFD Development
Agreement and the Second Amendment to CFD Development Agreement,
for the District nor for the payment or repayment of any
RESOLUTION NO. 25-29
PAGE 4 OF 6
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.
SECTION V EFFECT OF RESOLUTION
A. 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 remaining
provisions of this resolution. The mayor and council of the City
hereby declare that they 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 .
B. All resolutions or parts thereof inconsistent herewith
are hereby waived to the extent only of such inconsistency.
[Signature page to follow. ]
RESOLUTION NO. 25-29
PAGE 5 OF 6
PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY
OF APACHE JUNCTION, ARIZONA, THIS 21ST DAY OF OCTOBER, 2025 .
SIGNED AND ATTESTED TO THIS DAY OF , 2025 .
WALTER "CHIP" WILSON
Mayor
ATTEST :
EVIE MCKINNEY
City Clerk
APPROVED AS TO FORM:
40 10-16--2,5
RICHARD JOEL STERN
City Attorney
RESOLUTION NO. 25-29
PAGE 6 OF 6