HomeMy WebLinkAboutRES 26-13 RESOLUTION N0. 26-13
A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY
OF APACHE JUNCTION, ARIZONA, APPROVING AND AUTHORIZING
THE EXECUTION AND DELIVERY OF A THIRD 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. 26-13
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. 26-13
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 Final County as Fee No. 2022-
106816 (the "Original CFD Development Agreement") . The City' s
execution and delivery of the Original 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 and
recorded in the official records of Final County as Fee No. 2024-
100195 (the "First Amendment to CFD Development Agreement") . The
City' s execution and delivery of the First Amendment to CFD
Development Agreement was approved and authorized by Resolution
No. 23-40 adopted by the mayor and council of the City on December
19, 2023 .
I . Following a corporate realignment of, and additional
equity investment in, Brookfield ASLD 8500, Brookfield Homes
assigned its duties, obligations, and liabilities as a guarantor
and indemnitor to Brookfield Communities US Holdings LLC
("Brookfield Communities") and North America Sekisui House, LLC
("NASH") and in connection therewith, the City, the District,
Brookfield Communities, NASH and Brookfield ASLD 8500 executed and
delivered the Second Amendment to Amended and Restated District
Development, Financing Participation, Waiver and Intergovernmental
Agreement and recorded as Fee No . 2025-093640 in the official
records of Final County (the `Second Amendment to CFD Development
Agreement" and, the Original CFD Development Agreement as amended
by the First Amendment to CFD Development Agreement and Second
Amendment to CFD Development Agreement, the "CFD Development
Agreement") . The City' s execution and delivery of the Second
Amendment to CFD Development Agreement was approved and authorized
RESOLUTION NO. 26-13
PAGE 3 OF 6
by Resolution No. 25-29 adopted by the mayor and council of the
City on October 21, 2025 .
J. In light of recent changes in the Pinal County Assessor
process to determine assessed valuations of taxable property
within the boundaries of the District, as well as in order to
facilitate Brookfield ASLD 8500' s continued development of the
project, Brookfield ASLD 8500 has requested to amend the CFD
Development Agreement pursuant to a Third Amendment to District
Development, Financing Participation, Waiver and Intergovernmental
Agreement (the "Third Amendment to CFD Development Agreement") , in
substantially the form now on file with the clerk of the City, in
order to modify (i) the time permitted for the District to acquire
certain infrastructure, (ii) certain matters relating to the
property tax rate for District general obligation bonds, and (iii)
the permitted amount of the District' s special assessment on any
individual residential lot .
SECTION II AUTHORIZATION AND APPROVAL OF THIRD AMENDMENT TO CFD
DEVELOPMENT AGREEMENT
The Third 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 Third 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 Third 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,
Resolution 25-29 and all things done arising therefrom are hereby
ratified and confirmed in all other respects notwithstanding the
RESOLUTION NO. 26-13
PAGE 4 OF 6
execution and delivery of the Third 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 approval of
the Third Amendment to CFD Development Agreement, 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 Original CFD Development
Agreement, as amended by the First Amendment to CFD Development
Agreement, the Second Amendment to CFD Development Agreement and
the Third Amendment to CFD Development Agreement for the District
nor 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.
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 Third Amendment to CFD Development Agreement
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.
RESOLUTION NO. 26-13
PAGE 5 OF 6
B. All resolutions or parts thereof inconsistent herewith
are hereby waived to the extent only of such inconsistency.
PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
APACHE JUNCTION, ARIZONA, THIS,21 DAY OF /"1 2026 .
SIGNEQ AND ATTESTED TO THIS DAY OF J , 2026 .
WALTER "CHIP" WILSON
Mayor
ATTEST:
EVIE MCKINNEY
City Clerk
APPROVED AS TO FORM:
-4•16 -26
RICHARD JOEL STERN
City Attorney
RESOLUTION NO. 26-13
PAGE 6 OF 6
When recorded, return to:
Zachary D. Sakas, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 800
Phoenix, Arizona 85016
THIRD 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 , 2026
THIS THIRD AMENDMENT TO AMENDED AND RESTATED DISTRICT
DEVELOPMENT, FINANCING PARTICIPATION, WAIVER AND
INTERGOVERNMENTAL AGREEMENT, dated as of 2026 (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"District"); Brookfield Communities US
Holdings LLC, a Delaware limited liability company duly organized and validly existing pursuant
to the laws of the State of Delaware ("Brookfield 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).
RECITALS
A. The Municipality, the District, Brookfield Homes Holdings LLC
("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. 2022-1 068 1 6 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 and the hereinafter defined Second Amendment, 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 subsequently advised the
Municipality and the District that due to changes in the overarching corporate structure of the
Developer and Brookfield Homes, Brookfield Homes was 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 requested that the obligations of Brookfield Homes
pursuant to the CFD Development Agreement be assigned to, and assumed by, the Indemnitor
Parties. In connection with such assignment and assumption, the District, the Municipality, the
Developer, and the Indemnitor Parties entered into, and Brookfield Homes consented to, the
Second Amendment to Amended and Restated District Development, Financing Participation,
Waiver and Intergovernmental Agreement, dated as of November 19, 2025, and recorded on
November 19, 2025, as Fee No. 2025-093640 in the official records of Pinal County, Arizona (the
"Second Amendment").
D. In light of recent changes in the Pinal County Assessor process to determine
assessed valuations of the Property within the boundaries of the District, as well as in order to
facilitate the Developer's continued development of the Property,the Developer has requested this
Amendment to modify provisions in the CFD Development Agreement pertaining to the District's
tax rate for General Obligation Bonds, the permitted amount of the District's Assessments, and
with respect to the timing of the District's acquisition of certain Infrastructure projects.
E. The Mayor and Council of the Municipality approved the execution and
delivery of this Amendment pursuant to Resolution No. 26- , passed and adopted on April
2026.
F. The District Board of the District approved the execution and delivery of
this Amendment pursuant to Resolution No. SVCFD2 2026-00, passed and adopted on April
2026.
G. The Municipality, the District, 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. In Section 1.1(a) of the CFD Development Agreement, the following
definition is hereby added after the definition of"Auction Property" and before the definition of
"Bonds":
"Backbone Infrastructure" has the meaning ascribed in Section 2.2(b) of the
Participation Contract.
2. Section 6.2(b) of the CFD Development Agreement is hereby deleted in its
entirety and replaced with the following:
"(b) A series of the General Obligation Bonds shall only be issued if the debt
service therefor is reasonably projected to be amortized from amounts generated by a tax rate of
2
not to exceed $5.00 per one hundred dollars ($100.00) of net assessed limited property valuation
of taxable property within the boundaries of the District as indicated on the certified tax roll for
the current tax year; provided, however, and notwithstanding the foregoing, General Obligation
Bonds may be issued if authorized by the District Board, in its sole discretion, where a tax rate
greater than$5.00 is necessary to pay the combined debt service of a proposed and any outstanding
General Obligation Bonds if other financial assurances, sources of revenue or security acceptable
to the District Board, in its sole discretion, are provided to secure the payment of debt service on
the General Obligation Bonds."
3. Section 6.3(b)(1) of the CFD Development Agreement is hereby deleted in
its entirety and replaced with the following:
"(b)(1)The Assessments shall be levied based on the Financeable Amount, but in
any case shall, subject to Section 6.3(d), not exceed $12,500.00 per single family residential lot.
Upon the request of the District,the Developer shall submit data and other information pertaining
to the expected average full cash value of the improved residential parcel, such as comparable sales
prices, per foot construction costs, or independent estimates or appraisals."
4. The third sentence of Section 7.1 of the CFD Development Agreement is
hereby replaced in its entirety to read as follows:
"If sufficient Bond proceeds are not available, the Municipality or, as applicable,
other governmental entity, shall accept such Infrastructure, subject to the rights of the Developer
within the immediately succeeding ten (10) years from the date of acceptance, or in the case of the
Infrastructure which constitutes Backbone Infrastructure, within the immediately succeeding
fifteen (15) years from the date of acceptance, to seek reimbursement from the District for the
advance of Project Construction Costs and/'or Segment Prices made by the Developer for the
benefit of the District from future Bond proceeds; provided, if the Developer seeks reimbursement
there shall be deducted from the reimbursement amount the amount, if any, expended by the
Municipality, the District or, as applicable, the other governmental entity, for the purposes
described in Section 1.7(b)(3)."
5. In accordance with this Amendment, conforming edits to the tax rate,
assessment amount, and reimbursement period described in the Form of Disclosure Statement
attached as Exhibit E to the CFD Development Agreement are hereby authorized and approved.
6. 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]
3
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 ,
2026, 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 Third 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 ,
2026, 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 Third Amendment to Amended and Restated District Development,
Financing Participation, Waiver and Intergovernmental Agreement for
Superstition Vistas Conununity Facilities District No. 2]
DEVELOPER:
BROOKFIELD ASLD 8500 LLC,
a Delaware limited liability company
By:
Name: Eric J. Tune
Its: _._ Authorized Signatory
STATE OF ARIZONA )
)ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this day of ,
2026, by Eric J. Tune, the Authorized Signatory of Brookfield ASLD 8500 LLC, a Delaware
limited liability company.
(Sea] and Expiration Date)
Notary Public in and for the State of
[Signature Page to Third Amendment to Amended and Restated District Development,
Financing Participation, Waiver and Intergovernmental Agreement for
Superstition Vistas Community Facilities District No. 21
INDEMNITOR PARTIES:
BROOKFIELD COMMUNITIES US
HOLDINGS LLC,
a Delaware limited liability company
By:
Name: Richard T. Whitney
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 2026, 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 heishe/they executed the same in his/her/their authorized capacity(ies), and that by
his/herltheir 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 Third Amendment to Amended and Restated District Development,
Financing Participation, Waiver and Intergovernmental Agreement for
Superstition Vistas Community Facilities District No. 21
NORTH AMERICA SEKISUI HOUSE, LLC,
a Delaware limited liability company
By:
Name:
Its:
LAnotary public or other officer completing this certificate verifies only the identity of the individual who signed
e document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
STATE OF CALIFORNIA )
ss.
County of )
On 2026, 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 Third 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 Third Amendment to Amended and Restated District
Development, Financing Participation, Waiver and Intergovernmental Agreement, dated as of
April , 2026 (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 April _, 2026.
[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
2026, 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 Third 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
2026,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 Third Amendment to
Amended and Restated District Development, Financing Participation, Waiver and
Intergovernmental Agreement for Superstition Vistas Community Facilities District No. 2]
LIENHOLDER
CONSENT AND AGREEMENT
Reference is made to that certain Third Amendment to Amended and Restated District
Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition
Vistas Community Facilities District No. 2, dated as of April __, 2026 (the "CFD Development
Agreement Amendment"), by and among the District, the Developer, the Indemnitor Parties and
the City (each as defined therein), to which this Lienholder Consent and Agreement is attached.
All capitalized terms used and not otherwise defined in this Lienholder Consent and Agreement
shall have the meanings set forth in the CFD Development Agreement Amendment. The
undersigned,as a lienholder having an interest in real property within the District, hereby consents
to the CFD Development Agreement Amendment, acknowledges that the CFD Development
Agreement Amendment shall bind all real property in which the undersigned Lienholder 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. Without limitation of
the foregoing, the undersigned Lienholder acknowledges that the proceedings and related actions
contemplated by the CFD Development Agreement Amendment will not violate the Deed of Trust,
Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of January 8,
2025 (the "Deed of Trust") made by the Developer, as grantor, for the benefit of the undersigned
Lienholder, as beneficiary,or other collateral security instruments by the Developer in favor of the
undersigned Lienholder; provided, the preceding is not intended to, and shall not apply, to any
provision of such Deed of Trust or other collateral security instruments pertaining to the failure of
the Developer to pay any assessment or ad valorem tax levied on any parcel remaining subject to
the Deed of Trust or other collateral security instruments in favor of the Lienholder. In no event,
however, shall anything in this Consent and Agreement constitute an assumption by the
undersigned Lienholder of the obligations of the Developer or the Indemnitor Parties under the
CFD Development Agreement, as amended.
DATED AS OF: April , 2026.
[Signature Page to Follow.]
LIENHOLDER:
NASH FINANCING, LLC,
a Delaware limited liability company
By: North America Sekisui House, LLC,
a Delaware limited liability company
Its: Sole Member
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 2026, 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 Agreement of NASH Financing, LLC, to Third 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 Third Amendment to Amended and Restated District
Development, Financing Participation, Waiver and Intergovernmental Agreement for Superstition
Vistas Community Facilities District No. 2, dated as of April , 2026 (the "CFD Development
Agreement Amendment"), by and among the District, the Developer, the Indemnitor Parties and
the City(each as defined therein),to which this Consent and Agreement is attached. All 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,
Brookfield Homes or the Indemnitor Parties under the CFD Development Agreement,as amended.
DATED AS OF: April , 2026.
[Signature Page to Follow.]
D.R. HORTON, INC.,
a Delaware corporation
By:
Name: Brent T. Davis
Its:
STATE OF ARIZONA )
)ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this day of ,
2026, 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 Consent and Agreement of D.R. Horton, Inc., to Third 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-[
CFO 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 0'17'35" 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;
a
?z THENCE SOUTH 66'51'25" WEST, A DISTANCE OF 540.51 FEET TO THE BEGINNING OF A CURVE TO THE
a 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;
g
A 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
s SECTION 18;
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;
THENCE NORTH 017'10" 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;
THENCE NORTH 89'47'06" EAST, ALONG THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID
a SECTION 17, A DISTANCE OF 33.50 FEET, p�D UWp
s s'� S6jL
THENCE SOUTH 016'32" EAST, A DISTANCE OF 830.28 FEET; �c,a}lF'CAre
38862
THENCE NORTH 5327'53" EAST, A DISTANCE OF 1401.79 FEET RONNIE E.
DORS
TO A POINT ON THE NORTH LINE OF THE NORTHEAST QUARTER s.
OF SAID SECTION 17; OP/2024
W
THENCE NORTH 89'47'06" EAST, ALONG SAID NORTH LINE, ek aR�zcr'A.oS2�
A DISTANCE OF 1480.06 FEET TO THE NORTHEAST CORNER p' es 3-3N-
OF SAID SECTION 17; � SUNRISE
THENCE SOUTH 0'17 17 EAST, ALONG THE EAST LINE OF SAID 40 ENGINEERING
NORTHEAST QUARTER, A DISTANCE OF 2641.26 FEET TO THE 2045 SOUTH VINEYARD,SURE IOL
EAST QUARTER CORNER OF SAID SECTION 17; MESA,ARIZONASS210 SHEET 1 OF 5
TEL 480.760.8600
11'ww-r!Viw-Og.wm
i -2
CFD DESCR PTION
THENCE SOUTH 017'38" 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 015'30" 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;
THENCE NORTH 017'01" WEST, ALONG THE WEST LINE OF SAID SOUTHWEST QUARTER, A DISTANCE OF
2640.28 FEET TO THE POINT OF BEGINNING.
a
EXCEPT PARCEL "A" OF THE FINAL PLAT FOR PHASE 5 COMMERCIAL, RECORDED ON FEE NUMBER
2024-061060, PINAL COUNTY RECORDS;
a EXCEPT PARCEL "A" OF THE FINAL PLAT FOR PHASE 3 COMMERCIAL, RECORDED ON FEE NUMBER
2024-061061, PNAL COUNTY RECORDS;
AND EXCEPT PARCEL "11, 12, 13 & 14" OF THE FINAL PLAT FOR BLOSSOM ROCK PHASE 1, RECORDED
ON FEE NUMBER 2022-084918, PINAL COUNTY RECORDS.
a
CONTAINS 57166135 SQUARE FEET OR 1312.3539 ACRES OF LAND, MORE OR LESS.
SEE ATTACHED EXH BIT "A" BY REFERENCE MADE A PART HERETO. G` 0 LAND s
G�,�F[GTE-�F`
n 38862
RONNIE E.
s DORS
�a1�S/2024
m
4RI A V•
Fto re3 3-3N y1
ffi
x
m
��� SUNRISE
ENGINEERING
2045 SOUTH VINEYARD,SURE 101
MESA,ARIZONA 85210
TEL 400.758.8600 SHEET 2 OF 5
nww C=
A-3
EXHIBIT "A"
,EpEO LAND S
NORTHEAST CORNER \��at'`iCA
SEC 17 T1S, R8E G&SRM 3e1162
FOUND 3" BRASS CAP FLUSH R DORS E.
DRS
STAMPED %S 35306" ' �-
$�12/8/2024
NORTHWEST CORNER s
ER R CON S"
SEC 17 T1S, R8E G&SRM NORTHEAST Aa,2oNA.�
FOUND PINAL COUNTY SEC 17 T1S, R8E G&SRM L9 e�pif a 3-3�-2�
HIGH WAY DEPARTMENT FOUND GLO 1914 BRASS CAP L10
BRASS CAP L8 L11 L12
ELLIOT AVENUE EAST 1/4 CORNER
(ALIGNMENT) SEC 17
T1 S, RBE G&SRM
J WEST QUARTER CORNER J FOUND 2" GLO 1914
SEC 17 T15, RBE G&SRM BRASS CAP FLUSH
a FOUND BRASS CAP IN HAND HOLE
SEC 18 T1S RBE SEC 17 T1S R8E
a SOUTHEAST CORNER
SOUTHWEST CORNER SEC 17 SEC 17
SOUTHEAST CORNER SEC 18 NORTHEAS- CORNER
�,5 I NORTHWEST CORNER SEC 20 J SEC 20
T1 S, R8E G&SRM T1 S. R8E G&SRM
FOUND PINAL COUNTY PWD FOUND GLO 1914
9 BRASS CAP IN HAND HOLE BRASS CAP FLUSH
a C1 L1 WARN R ROAD W
W (ALIGNMENT) 2
L3 C2 In;r, N Z EAST 1/4 CORNER
L� g `n SEC 20
r � 0 J T1S, RBE G&SRM
m Cl `v 0 FOUND GLO 1914
BRASS CAP FLUSH
fr SEC 19 T1S R8E O SEC 20 T1S RBE Q
POB Z SOUTHEAST CORNER
4 WEST QUARTER CORNER
SEC 20
g SEC 20 T1S, R8E G&SRM O O
FOUND PINAL COUNTY PWD T1S, R8E G&SRM
BRASS CAP IN HAND HOLE D FOUND GLO 1914
BRASS CAP FLUSH
RAY AVENUE L18 L17
x SOUTHWEST CORNER SOUTH 1/4 CORNER
C 20
SEC 20 T1S, R8E G&SRM TES, R8E G&SRM
FOUND PINAL COUNTY HIGHWAY FOUND 2 1/2 GLO BRASS CAP
DEPARTMENT BRASS CAP IN HAND HOLE
d
1 SUN RISE
ENGINEERING
NOT TO SCALE 2045 SOUTH VINEYARD,SUM 101
MESA,ARIZONA 85210 SHEET 3 OF 5
TE L 480.768.8600
wwwsovtw-mcm
A-4
EXHIB T "A"
� L9
L10
L8 L11 L12
ELLIOT AVENUE
(ALIGNMENT)
M
J J
x
s SEC 18 T1S RBE SEC 17 T1S R8E
a
g
s O �
6 �'J
5 I J
O L
— r
Cti L1 WARNER ROAD W
L3 (ALIGNMENT) M
C2 In n �`+ �Z'1^1
O
CD z O W/ J
Y V
SEC 19 T1 S R8E Z 0 SEC 20 T1 S R8E Q
rn O co
TiQ
J O Q J
RAY AVENUE L18 L17
EXCEPTION
10 PARCEL "A", PHASE 5 COMMERCIALOLANog��
$ FEE 2024-061060, PCR if CAIf F
l--—�1
EXCEPTION 38862RONNIE E. NOT TO SCALE
Q2 PARCEL -A", PHASE 3 COMMERCIAL oORS
FEE 2024-061061, PCR
EXCEPTION 4R120NA.V�� OSUNRISE
O3 PARCEL 11, 12, 13 & 14 ftpire93_3, ti� ENGINEERING
BLOSSOM ROCK PHASE 1
FEE 2022-084918, PCR 2045 SOUT"VINEYARD,5UM 102
MESA,ARIZONA BS210 SHEET 4 OF 5
TEL 480.760.8600
w .mm
A-5
EXHIBIT "A"
CURVE TABLE
CURVE DELTA RADIUS LENGTH CHORD BEARING CHORD DIST
Cl 22'55'06" 2500.00 1000.00' S7818'58"W 993.35'
C2 30'39'58" 3000.00 1605.68' S8211'24"W 1586.58'
LINE TABLE
$ LINE # DIRECTION LENGTH
� LEGEND
a L1 S89'46'31"W 500.00' SUBJECT BOUNDARY
— PLSS SECTION LINE
a L2 S66'51'25"W 540.51' PLSS SUB SECTION LINE
L3 N82'28'36"W 583.29'
N
L4 N53'29'1A 910.07'
L5 N53'29'26"E 420D.33' ABBREVIATIONS
Is
s 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 N89'45'04-E 2642,33' LS LAND SURVEYOR
N NORTH
L9 N8947'06'E 33,50' PCR PINAL COUNTY RECORDS
L10 50'1fi'32'E 630.28' PLSS PUBLIC LAND SURVEY SYSTEM
POO POINT OF BEGINNING
L11 N53'27'53'E 1401.79' POC POINT OF COMMENCEMENT
PWD PUBLIC WORKS DEPARTMENT
L12 N89'47'06'E 1480.06' R RANGE
S SOUTH
L13 SO'17'17"E 2641.26' T TOWNSHIP S�µC0 LAID SL�
W WEST �ylfic�rE
L14 SO'17'38"E 2641.38' RON862E.
00R5
L15 SO'16'25"E 2640.89'
g L16 SO'15'30"E 2641.53' ARg�p,vsj
F
ti
kOl�e9 3-3Y2
L17 S89'46'59"W 2643.37'
L18 S89'48'18"W 2643.78' SUNRISE
L19 N017'01"W 2640.28' ENGINEERING
2045 SOUTH VINEYARD,SUITE 101
MESA,ARIZONA 85210 SHEET 5 OF 5
TEL/80.766.0600
www.awlso-awa m
A'V