Floreo at Teravalis CFD SAD1 2025 Preliminary Official Statement (POS) V6 (6.20.25).pdf
City of Buckeye — Joint Community Facilities Districts (2025-07-01)
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PRELIMINARY OFFICIAL STATEMENT DATED JULY 7, 2025
NEW ISSUE - BOOK-ENTRY-ONLY FORM
NOT RATED
In the opinion of Gust Rosenfeld P.L.C., Phoenix, Arizona, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and assuming continuing
compliance with certain restrictions, conditions and requirements by the District (as defined herein), as mentioned under “TAX EXEMPTION” herein, interest income on the Bonds
is excluded from gross income for federal income tax purposes. Interest income on the Bonds is not an item of tax preference to be included in computing the alternative minimum
tax; however, such interest is taken into account in determining the annual adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the Internal
Revenue Code of 1986, as amended) for the purpose of computing the alternative minimum tax imposed on corporations for tax years beginning after December 31, 2022. In the
opinion of Bond Counsel, interest income on the Bonds is exempt from Arizona income taxes. See “TAX EXEMPTION,” “ORIGINAL ISSUE DISCOUNT” and “BOND
PREMIUM” herein.
$10,970,000*
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
SPECIAL ASSESSMENT DISTRICT NO. 1
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
DATED: Date of Initial Delivery
DUE: July 1, as shown on inside front cover page
The Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) Special Assessment District No. 1 Special Assessment Revenue
Bonds, Series 2025 (the “Bonds”), will be issued in the form of fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository
Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers under the book-entry-only system maintained by DTC in minimum
denominations of $5,000 of principal amount due on a specified maturity date or $1,000 integral multiples in excess thereof. Interest on the Bonds will be paid
semiannually on January 1 and July 1 of each year, commencing January 1, 2026*. Payments of principal and interest will be paid by wire transfer to DTC for
subsequent disbursements to DTC participants who will remit such payments to the beneficial owners of the Bonds. See Appendix F - “BOOK-ENTRY-
ONLY SYSTEM.”
See Inside Front Cover Page for Maturity Schedule
The Bonds are authorized pursuant to Title 48, Chapter 4, Article 6, Arizona Revised Statutes, and will be issued pursuant to a resolution of the Board
of Directors of Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) (the “District”), a community facilities district formed within the
boundaries of the City of Buckeye, Arizona (the “City”). The Bonds will be payable solely from and secured by a special, separate fund maintained by the
District, which fund will contain installments due with respect to certain special assessments levied and assessed by the District on certain single family housing
lots within the District in accordance with a method of apportionment based on the benefit received by such lots from public infrastructure acquired with the
proceeds of the sale of the Bonds and agreed to by the owners of such lots. Each assessment constitutes a first lien on the lot against which it is assessed and
levied, subject only to general property taxes and prior special assessments. (THERE ARE SUCH GENERAL PROPERTY TAXES (BUT NOT PRIOR
SPECIAL ASSESSMENTS) IN THE CASE OF THE BONDS. SEE “OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND
OTHER OVERLAPPING TAXES” HEREIN.) The lien for such assessments will not be extinguished as a result of enforcement of the lien for general
property taxes. Any such lot will be offered for sale for nonpayment of the special assessment levied and assessed by the District on such lot and, if sold, the
proceeds thereof deposited in such special fund. The rights and obligations of the District relating to collection and payment of assessments and the enforcement
of remedies against delinquent assessments may be subject to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights
and may be subject to judicial discretion in accordance with general principles of equity. See “SECURITY FOR AND SOURCES OF PAYMENT OF THE
BONDS” and “RISK FACTORS” herein.
THE BONDS WILL BE SUBJECT TO SPECIAL OPTIONAL, OPTIONAL AND MANDATORY REDEMPTION BY THE DISTRICT
PRIOR TO MATURITY AS DESCRIBED HEREIN UNDER THE HEADING “THE BONDS - REDEMPTION PROVISIONS*.” PLEASE NOTE
SPECIFICALLY THAT, PURSUANT TO SUCH SPECIAL OPTIONAL REDEMPTION UNDER CERTAIN CIRCUMSTANCES, THE BONDS
WILL BE SUBJECT TO REDEMPTION IN WHOLE OR IN PART ON ANY INTEREST PAYMENT DATE.
Proceeds of the sale of the Bonds, together with a contribution from the Developer, will be used (i) to pay a portion of the costs of acquisition of
certain public infrastructure, and (ii) to fund a debt service reserve fund for the Bonds. See “SOURCES AND APPLICATIONS OF FUNDS” and “THE
PUBLIC INFRASTRUCTURE” herein.
PLEASE BE ADVISED THAT AN INVESTMENT IN THE BONDS INVOLVES A SIGNIFICANT DEGREE OF RISK AND IS
SPECULATIVE IN NATURE AS DESCRIBED UNDER “RISK FACTORS” AND UNDER OTHER SECTIONS IN THIS OFFICIAL STATEMENT.
THIS ISSUE IS NON-RATED AND SHOULD NOT BE DEEMED TO BE INVESTMENT GRADE. THE “RISK FACTORS” SECTION OF THIS
OFFICIAL STATEMENT SHOULD BE REVIEWED PRIOR TO MAKING ANY INVESTMENT DECISION IN THE BONDS.
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE DISTRICT, THE CITY OF BUCKEYE,
ARIZONA, THE STATE OF ARIZONA OR ANY POLITICAL SUBDIVISION THEREOF WILL BE PLEDGED TO THE PAYMENT OF THE BONDS.
THE BONDS WILL NOT BE GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE
SOLELY FROM THE ABOVE-DESCRIBED SPECIAL ASSESSMENTS.
This cover page contains certain information for general reference only. It is not a summary of the issue of which the Bonds are a part. Investors
are advised to read this Official Statement in its entirety to obtain information essential to the making of an informed investment decision with respect to the
Bonds.
The Bonds will be offered when, as and if issued by the District and received by the Underwriter identified below (the “Underwriter”) and subject to the legal opinion
of Gust Rosenfeld P.L.C., Phoenix, Arizona, Bond Counsel, as to validity and tax exemption. Certain legal matters will be passed upon for the District by its counsel, Gust
Rosenfeld, P.L.C., Phoenix, Arizona, for the Underwriter by its counsel, Greenberg Traurig, LLP, Phoenix, Arizona, and for the Developer by its counsel, Fennemore Craig P.C.,
Phoenix, Arizona. It is expected that delivery of the Bonds will be made through the facilities of DTC on or about August __, 2025*.
* Preliminary, subject to change.
POS DRAFT #6
06/19/2025
$10,970,000*
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
SPECIAL ASSESSMENT DISTRICT NO. 1
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
MATURITY SCHEDULE*
Maturity Date
(July 1)
Principal
Amount
Interest
Rate
Yield
CUSIP ® (a) No.
2026
$345,000
2027
340,000
2028
355,000
2029
375,000
2030
390,000
2031
410,000
2032
435,000
2033
455,000
2034
480,000
2035
505,000
2036
530,000
2037
560,000
2038
590,000
2039
625,000
2040
660,000
2041
695,000
2042
735,000
2043
780,000
2044
830,000
2045
875,000
$_____,000 Term Bonds @ ______% Due July 1, 20__ - Yield _____%
$_____,000 Term Bonds @ ______% Due July 1, 20__ - Yield _____%
(a) CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”)
is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright©
2025 CGS. All rights reserved. CUSIP® data herein is provided by CGS. This data is not intended to create
a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are
provided for convenience of reference only. None of the District, Bond Counsel, the Financial Advisor, the
Underwriter, the Developer (each as defined herein) or their agents or counsel assume responsibility for the
accuracy of such numbers.
* Preliminary, subject to change.
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
District Board
Eric Orsborn, Board Chairman
Tony Youngker, Board Member
Jamaine Berry, Board Member
Curtis Beard, Board Member
G. Patrick HagEstad, Board Member
Craig Heustis, Board Member
Clay Goodman, Board Member
District Staff
David B. Roderique, Interim District Manager*
William Kauppi, District Treasurer
Lucinda Aja, District Clerk
District Financial Advisor
Hilltop Securities Inc.
Phoenix, Arizona
Bond Counsel
Gust Rosenfeld P.L.C.
Phoenix, Arizona
Appraiser
Schnepf Ellsworth Appraisal Group LLC
Mesa, Arizona
Bond Registrar and Paying Agent
U.S. Bank Trust Company, National Association
Tempe, Arizona
*The City of Buckeye, Arizona (the “City”), has engaged a national recruiting firm to identify applicants for the City Manager position. If and
when such new City Manager is selected and appointed by the City Council of the City, such new City Manager will also function as District
Manager of Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona), pursuant to Arizona Revised Statutes Section 48-711(H).
THIS OFFICIAL STATEMENT, WHICH INCLUDES THE COVER PAGE, THE INSIDE FRONT COVER
PAGE AND THE APPENDICES HERETO, SHOULD BE CONSIDERED IN ITS ENTIRETY, AND NO ONE
SUBJECT SHOULD BE CONSIDERED LESS IMPORTANT THAN ANOTHER BY REASON OF
LOCATION IN THE TEXT. BRIEF DESCRIPTIONS OF THE BONDS, THE BOND RESOLUTION, THE
SECURITY FOR THE BONDS, THE DISTRICT, THE DEVELOPMENT OF LAND WITHIN THE
DISTRICT AND OTHER INFORMATION ARE INCLUDED IN THIS OFFICIAL STATEMENT. SUCH
DESCRIPTIONS DO NOT PURPORT TO BE COMPREHENSIVE OR DEFINITIVE. ALL REFERENCES
HEREIN TO THE BONDS, THE BOND RESOLUTION, THE APPRAISAL AND OTHER DOCUMENTS
ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS, COPIES OF
WHICH
MAY
BE OBTAINED FROM RAYMOND JAMES & ASSOCIATES,
INC. (THE
“UNDERWRITER”), AT 8501 N. SCOTTSDALE ROAD, SUITE 250, SCOTTSDALE, ARIZONA 85253.
NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE
DISTRICT, THE UNDERWRITER OR HILLTOP SECURITIES, INC. (THE “FINANCIAL ADVISOR”),
TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE
CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE DISTRICT, THE UNDERWRITER OR THE FINANCIAL ADVISOR.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THIS OFFICIAL
STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY, NOR SHALL THERE BE ANY SALE OF THE BONDS BY ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER,
SOLICITATION OR SALE.
THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS
OFFICIAL STATEMENT: THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS
OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO
INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND
CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE
THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE DISTRICT AND
OTHER SOURCES BELIEVED TO BE RELIABLE, BUT SUCH INFORMATION IS NOT GUARANTEED
AS TO ACCURACY OR COMPLETENESS AND IS NOT TO BE CONSTRUED AS THE PROMISE OR
GUARANTEE OF THE UNDERWRITER, THE FINANCIAL ADVISOR OR LEGAL COUNSEL HERETO.
THE PRESENTATION OF INFORMATION, INCLUDING TABLES OF AD VALOREM TAX RATES AND
BONDED GENERAL OBLIGATION INDEBTEDNESS, IS INTENDED TO SHOW RECENT HISTORICAL
INFORMATION, AND, EXCEPT AS EXPRESSLY STATED OTHERWISE, IS NOT INTENDED TO
INDICATE FUTURE OR CONTINUING TRENDS. NO REPRESENTATION IS MADE THAT THE PAST
EXPERIENCE SHOWN BY SUCH INFORMATION WILL NECESSARILY CONTINUE OR BE
REPEATED IN THE FUTURE. THIS OFFICIAL STATEMENT CONTAINS, IN PART, ESTIMATES AND
MATTERS OF OPINION WHICH ARE NOT INTENDED AS STATEMENTS OF FACT, AND NO
REPRESENTATION IS MADE AS TO THE CORRECTNESS OF SUCH ESTIMATES AND OPINIONS,
OR THAT THEY WILL BE REALIZED. THIS OFFICIAL STATEMENT IS NOT TO BE CONSTRUED
AS A CONTRACT OR AGREEMENT BETWEEN THE DISTRICT OR THE UNDERWRITER AND THE
PURCHASERS OR HOLDERS OF ANY OF THE BONDS.
THE INFORMATION AND EXPRESSIONS OF OPINION CONTAINED HEREIN ARE SUBJECT TO
CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR IN
THE INFORMATION OR OPINIONS SET FORTH HEREIN, SINCE THE DATE OF THIS OFFICIAL
STATEMENT.
THE DISTRICT HAS COVENANTED TO PROVIDE CONTINUING DISCLOSURE AS DESCRIBED IN
THIS OFFICIAL STATEMENT UNDER “CONTINUING DISCLOSURE” AND IN APPENDIX D - “FORM
OF CONTINUING DISCLOSURE UNDERTAKING” PURSUANT TO RULE 15C2-12 OF THE
SECURITIES AND EXCHANGE COMMISSION.
A WIDE VARIETY OF INFORMATION, INCLUDING FINANCIAL INFORMATION, CONCERNING
THE DISTRICT IS AVAILABLE FROM PUBLICATIONS AND WEBSITES OF THE DISTRICT, THE
CITY OF BUCKEYE, ARIZONA, AND OTHERS. ANY SUCH INFORMATION THAT IS INCONSISTENT
WITH THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT SHOULD BE
DISREGARDED. REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR
INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR
THE READER’S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE
INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT
PART OF, THIS OFFICIAL STATEMENT FOR PURPOSES OF RULE 15C2-12 OF THE SECURITIES
AND EXCHANGE COMMISSION.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY ALLOW CONCESSIONS OR
DISCOUNTS FROM THE INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS, AND
THE UNDERWRITER MAY OVERALLOT OR ENGAGE IN TRANSACTIONS INTENDED TO
STABILIZE THE PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET IN ORDER TO FACILITATE THEIR DISTRIBUTION. SUCH
STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
(iii)
TABLE OF CONTENTS
Page
MAP SHOWING LOCATION OF FLOREO AT TERAVALIS WITHIN METROPOLITAN PHOENIX AREA .............................................. (iv)
MAP SHOWING FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT ..................................................................................... (v)
MAP SHOWING LOCATION OF SPECIAL ASSESSMENT DISTRICT NO. 1 IN THE CONTEXT OF THE DISTRICT .............................. (vi)
MAPS SHOWING LOCATION OF PUBLIC INFRASTRUCTURE IN SPECIAL ASSESSMENT DISTRICT NO. 1 .................................... (vii)
INTRODUCTION ..................................................................................................................................................................................................... 1
Special Assessment District No. 1 .................................................................................................................................................................... 2
THE BONDS ............................................................................................................................................................................................................ 2
Authorization and Purpose ............................................................................................................................................................................... 2
General Description .......................................................................................................................................................................................... 2
Bond Registrar and Paying Agent .................................................................................................................................................................... 3
Redemption Provisions ..................................................................................................................................................................................... 3
DEBT SERVICE FOR THE BONDS* ..................................................................................................................................................................... 5
SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS.................................................................................................................... 6
Bond Fund and Special Assessments ................................................................................................................................................................ 6
Reserve Fund .................................................................................................................................................................................................... 7
Foreclosure Process .......................................................................................................................................................................................... 7
Special Assessment Amounts and Land Values ............................................................................................................................................... 8
OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND OTHER OVERLAPPING TAXES ............................................ 9
Introduction ...................................................................................................................................................................................................... 9
Existing, Overlapping, Superior, General Obligation Bonded Indebtedness and Taxes .................................................................................. 11
Overlapping, Superior, General Obligation Bonded Indebtedness and Maintenance and Operations Tax of the District ............................... 12
Other Additional, Overlapping, Superior, General Obligation Bonded Indebtedness and Taxes .................................................................... 13
Other Debt of the District ............................................................................................................................................................................... 13
SOURCES AND APPLICATIONS OF FUNDS .................................................................................................................................................... 14
THE PUBLIC INFRASTRUCTURE ...................................................................................................................................................................... 14
THE OTHER INFRASTRUCTURE ....................................................................................................................................................................... 16
LAND DEVELOPMENT ....................................................................................................................................................................................... 17
In General ....................................................................................................................................................................................................... 17
The Developer ................................................................................................................................................................................................ 17
The District ..................................................................................................................................................................................................... 18
Assessed Lots ................................................................................................................................................................................................. 19
RISK FACTORS ..................................................................................................................................................................................................... 21
General Risks of Real Estate Investment and Development; Certain Factors Which May Adversely Affect Development; Consequences ... 21
Concentration of Ownership; Subsequent Transfer ........................................................................................................................................ 22
Failure or Inability to Complete Proposed Development ................................................................................................................................ 23
Completion of the Public Infrastructure and the Other Infrastructure ............................................................................................................. 23
Availability of Utilities ................................................................................................................................................................................... 23
Direct and Overlapping Indebtedness and Taxes ............................................................................................................................................ 23
Appraised Value ............................................................................................................................................................................................. 24
Non-Payment of Assessments ........................................................................................................................................................................ 25
Bankruptcy and Foreclosure Delays ............................................................................................................................................................... 25
Depletion of Reserve Fund ............................................................................................................................................................................. 25
Environmental Matters ................................................................................................................................................................................... 26
Amendment of Documents Referenced .......................................................................................................................................................... 26
No Credit Rating ............................................................................................................................................................................................ 26
Projections ...................................................................................................................................................................................................... 26
Risk of Internal Revenue Service Audit ......................................................................................................................................................... 27
No District Financial Statements .................................................................................................................................................................... 27
No Review of Filings...................................................................................................................................................................................... 27
Tariffs ............................................................................................................................................................................................................. 27
LITIGATION .......................................................................................................................................................................................................... 27
TAX EXEMPTION................................................................................................................................................................................................. 28
ORIGINAL ISSUE DISCOUNT ............................................................................................................................................................................. 26
BOND PREMIUM ................................................................................................................................................................................................. 27
NO CREDIT RATING ............................................................................................................................................................................................ 30
FINANCIAL STATEMENTS ................................................................................................................................................................................. 30
LEGAL MATTERS ................................................................................................................................................................................................ 30
UNDERWRITING .................................................................................................................................................................................................. 30
CONTINUING DISCLOSURE .............................................................................................................................................................................. 30
FINANCIAL ADVISOR ......................................................................................................................................................................................... 31
RELATIONSHIPS AMONG PARTIES ................................................................................................................................................................. 31
CONCLUDING STATEMENT .............................................................................................................................................................................. 31
APPENDIX A - INFORMATION REGARDING THE CITY OF BUCKEYE, ARIZONA ................................................................................................................ A-1
APPENDIX B - FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL ........................................................................................................................ B-1
APPENDIX C - EXECUTIVE SUMMARY OF APPRAISAL ............................................................................................................................................................ C-1
APPENDIX D - FORM OF CONTINUING DISCLOSURE UNDERTAKING .................................................................................................................................. D-1
APPENDIX E - BOOK-ENTRY-ONLY SYSTEM .............................................................................................................................................................................. E-1
APPENDIX F - CERTAIN STATUTORY PROVISIONS APPLICABLE TO THE FORECLOSURE PROCESS ............................................................................. F-1
(iv)
MAP SHOWING LOCATION OF FLOREO AT TERAVALIS COMMUNITY FACILITIES
DISTRICT WITHIN METROPOLITAN PHOENIX AREA
(v)
MAP SHOWING FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT
(vi)
MAP SHOWING SPECIAL ASSESSMENT DISTRICT NO. 1
IN THE CONTEXT OF THE DISTRICT
(vii)
MAPS SHOWING LOCATION OF PUBLIC INFRASTRUCTURE
IN SPECIAL ASSESSMENT DISTRICT NO. 1 – MAP #1
(viii)
MAPS SHOWING LOCATION OF PUBLIC INFRASTRUCTURE
IN SPECIAL ASSESSMENT DISTRICT NO. 1 – MAP #2
(ix)
MAPS SHOWING LOCATION OF PUBLIC INFRASTRUCTURE
IN SPECIAL ASSESSMENT DISTRICT NO. 1 – MAP #3
1
$10,970,000*
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
SPECIAL ASSESSMENT DISTRICT NO. 1
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
This Official Statement, which includes the cover page, the inside front cover page and the appendices hereto
(this “Official Statement”), provides certain information concerning the issuance of Floreo at Teravalis Community
Facilities District (City of Buckeye, Arizona) Special Assessment District No. 1 Special Assessment Revenue Bonds,
Series 2025 (the “Bonds”), in the aggregate principal amount of $10,970,000*. Copies of any of the documents
referenced herein are available upon request to the Underwriter (as defined herein) at: Raymond James & Associates,
Inc., 8501 N. Scottsdale Road, Suite 250, Scottsdale, Arizona 85253.
INTRODUCTION
Pursuant to the Community Facilities District Act of 1988, constituting Title 48, Chapter 4, Article 6, Arizona
Revised Statutes, as amended (the “Act”), and in response to a petition by the then original landowner of all the land
that comprised the district at the time of formation (the “Original Owner”), the Mayor and Council (the “City Council”
formerly the Town Council) of the City of Buckeye, Arizona (the “City” formerly the Town), adopted a resolution on
January 3, 2006, which formed the district formerly known as the Trillium Community Facilities District (Town of
Buckeye, Arizona), now known as the Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona)
(the “District”). See Appendix A hereto for certain information about the City.
Trillium Land Company, LLC (the “Developer”), a wholly owned subsidiary of Trillium Development
Holding Company, LLC, organized and existing pursuant to the laws of the State of Delaware, has acquired all interest
in the Project (as defined herein) formerly owned by the Original Owner and is now the master developer of the
Project.
The District encompasses approximately 3,029 acres within the City and is located approximately 40 miles
west of downtown, Phoenix, Arizona, north of Interstate 10 and west of Sun Valley Parkway at Teravalis Drive and
Sun Valley Parkway. The District is located within the City and is planned to be developed with six different phases
with a mix of residential and commercial/industrial (the “Project”). The Project receives primary vehicular access
from Sun Valley Parkway, at the entrance to the Project. Sun Valley Parkway will have multiple access points to
various areas of development within the Project. Eventually Sun Valley Parkway will provide a continuous landscaped
entrance to Development Unit 3 (“Phase I”) of the Project.
Phase I of the Project consists of approximately 312 acres (residential and non-residential) and was
subdivided into 1,097 residential lots on 164 acres and non-residential uses on 148 acres. As of the date hereof, a
portion of those lots have been sold to seven different homebuilders or their landbankers. Construction of first homes
of the total 1,097 residential units comprising Phase I started in June 2025 and is expected to be completed in June
2027.
At completion, the real property within the boundaries of the District is entitled for 6,056 units of “for sale”
single family residential which will comprise a mix of entry level, move-up and luxury homes; the Developer expects
the Project to have up to 2,444 residential rental units which include a mix of multi-family and single-family for rent
product. The residential units are expected to be built on approximately 2,027 acres. The Developer expects the
Project to have approximately seven million square feet of commercial, industrial, retail and restaurant development
on approximately 457 acres. The Developer has set aside 545 acres for open space parks, community space and
schools. Active development of the Project began in 2024 and will continue for years to come, with development
completion expected in 2040.
The District is a special purpose, tax levying public improvement district for purposes of the Constitution of
Arizona and a municipal corporation for certain purposes of the laws of the State of Arizona (the “State” or “Arizona”).
Except as otherwise provided in the Act, the District is considered to be a municipal corporation and political
subdivision of the State, separate and apart from the City. The City Council serves, ex officio, as the Board of
Directors of the District (the “Board”) and the Interim City Manager of the City currently serves as the Interim District
2
Manager. The City has engaged a national recruiting firm to identify applicants for the City Manager position. If an
when such new City Manager is selected and appointed by the City Council of the City, such new City Manager will
also function as District Manager of the District.
Among other things, the District is intended, pursuant to a development agreement among the City, the
Developer and the District, to serve as a financing mechanism for certain public infrastructure necessary for
development of the land within the boundaries of the District. See “LAND DEVELOPMENT.”
Special Assessment District No. 1
On June 17, 2025*, the Board adopted a resolution approving a feasibility report relating to the financing of
a portion of the costs of certain public infrastructure (collectively, the “Public Infrastructure”) necessary for
development of certain land within the boundaries of the District which is to be acquired by the District and thereafter
transferred to the City or other governmental entity and declaring its intent to acquire the Public Infrastructure and to
pay the costs thereof. See “THE PUBLIC INFRASTRUCTURE.” On June 17, 2025*, the Board adopted a resolution
levying special assessments (the “Special Assessments” and, individually, as the Special Assessments relate to a
particular lot, a “Special Assessment”) on certain single-family housing lots within the District (collectively, the
“Assessed Lots” and, individually, each an “Assessed Lot”) based on the benefit to be received by the Assessed Lots.
The Assessed Lots constitute “Special Assessment District No. 1” and make up only a portion of the District.
See “LAND DEVELOPMENT - Assessed Lots”.
There are 1,097 Assessed Lots, all of which have been finally established by the approval of final plats by
the City. Most of the 1,097 Assessed Lots are expected to be developed by the seven different homebuilders, identified
in Table 5 on page (20) (collectively, the “Homebuilders”); two of the parcels are currently owned by the Developer
and will eventually be sold to homebuilders, some of which may not currently be shown in Table 5 herein. See
“LAND DEVELOPMENT - Assessed Lots” and, particularly, Table 5 thereunder as well as the maps on pages (iv),
(v), and (vi) with respect to the location of District and the area encompassing the Assessed Lots.
THE BONDS
Authorization and Purpose
The Bonds are authorized pursuant to the Act and will be issued, sold and delivered pursuant to a resolution
adopted by the Board on July 1, 2025* (the “Bond Resolution”). The Bonds will be issued to provide funds, together
with a contribution from the Developer, (i) to pay a portion of the costs of the Public Infrastructure, and (ii) to fund a
debt service reserve fund for the Bonds (the “Reserve Fund”). See “SOURCES AND APPLICATIONS OF FUNDS.”
General Description
The Bonds will be dated the date of their initial delivery, and will mature and bear interest as set forth on the
inside front cover page of this Official Statement.
Interest on the Bonds will be paid semiannually on January 1 and July 1 of each year, commencing January
1, 2026* (each such date being referred to herein as an “Interest Payment Date”). The Bonds will bear interest from
the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been
paid, from the date of their initial delivery, calculated on the basis of a 360-day year of twelve 30-day months. The
District has chosen the close of business on fifteenth (15th) day of the calendar month (other than a Saturday, a Sunday,
or a legal holiday or equivalent (other than a moratorium) for banking institutions generally (a “Business Day”)) next
preceding the applicable Interest Payment Date, or if such day is not a Business Day, the previous Business Day, as
the “Record Date” for the Bonds.
___________________________
Preliminary, subject to change.
3
Beneficial ownership interests may be purchased through the facilities of The Depository Trust Company,
New York, New York (“DTC”), in the book-entry-only form described herein in minimum denominations of $5,000
of principal amount due on a specified maturity date or $1,000 integral multiples in excess thereof. See Appendix
F - “BOOK-ENTRY-ONLY SYSTEM.”
Bond Registrar and Paying Agent
U.S. Bank Trust Company, National Association will serve as the initial bond registrar, transfer agent and
paying agent (the “Bond Registrar and Paying Agent”) for the Bonds. The District may change the Bond Registrar
and Paying Agent without notice to or consent of the owners of the Bonds.
Redemption Provisions
Special Optional Redemption. The Bonds will be redeemed at the option of the District in whole or in part
on any Interest Payment Date, upon not more than 60 nor less than 30 days’ prior notice, upon payment of the
applicable redemption price which will consist of the principal amount of the Bonds so redeemed, plus interest, if any,
on the Bonds so redeemed from the most recent Interest Payment Date to the applicable redemption date without
premium (i) if and to the extent on or after the completion of the Public Infrastructure amounts are transferred from
the Acquisition Fund (as defined in the Bond Resolution) for such purpose, (ii) from the prepayment of any Special
Assessment by the owner of any Assessed Lot, and (iii) from the proceeds from the sale of any delinquent Special
Assessments, to the extent such proceeds are not used to replenish the Reserve Fund to an amount equal to the Reserve
Fund Requirement (as defined herein).
Optional Redemption. The Bonds, maturing on or after July 1, 20__, will also be redeemable, on or after
July 1, 20__, at the option of the District in whole on any date or, from time to time, in part on any Interest Payment
Date, upon not more than 60 nor less than 30 days’ prior notice, upon payment of the applicable redemption price
which will consist of the principal amount of the Bonds so redeemed plus interest, if any, on the Bonds so redeemed
from the most recent Interest Payment Date to the applicable redemption date, without premium.
Mandatory (Sinking Fund) Redemption. The Bonds maturing in the following years will be redeemed on the
following redemption dates and in the following (sinking fund) amounts upon not more than 60 nor less than 30 days’
prior notice, upon payment of the applicable redemption price which will consist of the principal amount of the Bonds
so redeemed plus interest, if any, on the Bonds so redeemed from the most recent Interest Payment Date to the
applicable redemption date without premium:
Redemption Date
(July 1)
Principal
Amount
Term Bond Maturing in 20__
20__
$___,000
20__
___,000
20__
___,000
20__
___,000
Term Bond Maturing in 20__
20__
$___,000
20__
___,000
20__
___,000
20__
___,000
20__
___,000
Preliminary, subject to change.
4
Whenever Bonds are redeemed (other than pursuant to mandatory redemption) or delivered to the Bond Registrar and
Paying Agent for cancellation, the principal amount of the Bonds of such maturity so retired shall satisfy and be
credited against the mandatory redemption requirements for of such maturity on a pro-rata basis, to the extent
practicable; provided, however that each remaining mandatory payment shall be in an amount which is an authorized
denomination.
Notice of Redemption. So long as the Bonds are held under the Book-Entry-Only System, notices of
redemption will be sent to DTC, in the manner required by DTC. If the Book-Entry-Only System is discontinued,
notice of redemption of any Bond will be mailed to the registered owner of the Bond or Bonds being redeemed at the
address shown on the bond register maintained by the Bond Registrar and Paying Agent not more than 60 nor less
than 30 days prior to the date set for redemption. Neither the failure of DTC nor any registered owner of Bonds to
receive a notice of redemption nor any defect therein will affect the validity of the proceedings for redemption of
Bonds as to which proper notice of redemption was given. Notice of redemption may be sent to any securities
depository by mail, facsimile transmission, wire transmission or any other means of transmission of the notice
generally accepted by the respective securities depository.
Notice of any redemption will also be sent to the Municipal Securities Rulemaking Board (the “MSRB”),
currently through the MSRB’s Electronic Municipal Market Access system (“EMMA”), in the manner required by
the MSRB, but no defect in said further notice or record nor any failure to give all or a portion of such further notice
shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above.
See Appendix E - “BOOK-ENTRY-ONLY SYSTEM.”
If the money necessary for such redemption is not held by the Bond Registrar and Paying Agent at the time
of mailing the notice of redemption, the notice will further state that the redemption is conditional on such money
being so held on the date set for redemption, and that if not so held, the redemption will be cancelled and the notice
shall be of no force or effect.
Effect of Redemption. Pursuant to the Bond Resolution, if on the date of redemption of Bonds sufficient
moneys for payment of the redemption price and accrued interest are held by the Bond Registrar and Paying Agent,
interest on the portion of the Bonds to be redeemed will cease to accrue and such portion of the Bonds will cease to
be entitled to any benefit or security under the Bond Resolution except the right to receive payment from the moneys
held for such portion of the Bonds by the Bond Registrar and Paying Agent.
Redemption of Less Than All of a Bond. The District may redeem an amount which is included in a Bond in
integral multiples of $1,000. In that event, the registered owner shall submit the Bond for partial redemption and the
Bond Registrar and Paying Agent shall make such partial payment and the Bond Registrar and Paying Agent shall
cause to be issued a new Bond in a principal amount which reflects the redemption so made to be authenticated and
delivered to the registered owner thereof.
[Remainder of page intentionally left blank.]
5
ESTIMATED DEBT SERVICE FOR THE BONDS*
Set forth below are the debt service requirements for the Bonds.
_________________________
(a)
Interest is estimated at 6.00%. The first interest payment on the Bonds will be due on January 1, 2026*.
Thereafter, interest payments will be made semiannually on January 1 and July 1 until maturity or prior
redemption.
* Preliminary, subject to change.
Total Annual
Period Ending
Debt Service
(July 1)
Principal
Interest (a)
Requirements
2026
$345,000
$584,536
$929,536
2027
340,000
590,938
930,938
2028
355,000
573,938
928,938
2029
375,000
556,188
931,188
2030
390,000
537,438
927,438
2031
410,000
517,938
927,938
2032
435,000
496,413
931,413
2033
455,000
473,575
928,575
2034
480,000
449,688
929,688
2035
505,000
424,488
929,488
2036
530,000
397,975
927,975
2037
560,000
368,825
928,825
2038
590,000
338,025
928,025
2039
625,000
305,575
930,575
2040
660,000
271,200
931,200
2041
695,000
234,900
929,900
2042
735,000
193,200
928,200
2043
780,000
149,100
929,100
2044
830,000
102,300
932,300
2045
875,000
52,500
927,500
Total
$10,970,000
$7,618,736
$18,588,736
6
SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS
Bond Fund and Special Assessments
The Bonds will be payable solely from and secured by a special, separate fund established pursuant to the
Bond Resolution and maintained by the District (the “Bond Fund”) which will contain the installments collected with
respect to the Special Assessments. (The remaining land in the District does not represent security for the Bonds.)
The Bonds will, under certain circumstances, also be payable from amounts available from time to time in the Reserve
Fund. The Board has levied the Special Assessments based on the benefit determined by the Board to be received by
the corresponding Assessed Lot from the Public Infrastructure. Pursuant to an agreement expected to be entered
into between the District and the Treasurer of Maricopa County, Arizona (the “Treasurer”), the District may,
in each year, determine to have some or all of that year’s installment payments collected with respect to the
Special Assessments collected by the Treasurer as part of, and pursuant to the procedures for collection of,
general property taxes. (See “OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT AND
OTHER OVERLAPPING TAXES - Introduction.”) In the event of nonpayment of a current year installment
that is collected by the Treasurer, such installment will no longer be collected under the Foreclosure Process
(as defined and described below) but will instead be collected in the same manner as general property taxes.
However, it is the intent of the District to collect the remaining installments of that Special Assessment pursuant
to the Foreclosure Process. Collection of a delinquent installment by the Treasurer with other delinquent
general property taxes may result in a delay in the ultimate collection of such installment.
The Special Assessments are a first lien on the Assessed Lots subject only to, notwithstanding any such
agreement with the Treasurer, general property taxes and prior special assessments. (THERE ARE SUCH
GENERAL PROPERTY TAXES IN THE CASE OF THE BONDS; HOWEVER, THERE ARE NO PRIOR
SPECIAL ASSESSMENTS. SEE “OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT
AND OTHER OVERLAPPING TAXES.”) Failure to pay such general property taxes and subsequent
foreclosure of the related lien does not extinguish a Special Assessment. Neither the current owners nor any
subsequent owners of any Assessed Lot are obligated to pay the Special Assessments or the Bonds, and the assets
of the current owners or any subsequent owners, other than the Assessed Lots, do not secure such payment. The
Special Assessments and the Bonds will be secured only by the Assessed Lots. The Special Assessments are not
cross-defaulted. Any owner, current or subsequent, could choose to pay one Special Assessment and not another
for Assessed Lots it owns.
In the event of nonpayment of amounts due with respect to a Special Assessment, the procedures for
collection of delinquent assessments and sale of delinquent property prescribed by Sections 48-601 through 48-607,
Arizona Revised Statutes (the “Foreclosure Process”), apply, as nearly as practicable, except that neither the District
nor the City is required to purchase the Assessed Lots subject to delinquency at the sale even if there is no other
purchaser. See “SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS - Foreclosure Process”
and “RISK FACTORS - Non-Payment of Assessments.” Any Assessed Lot will be offered for sale pursuant to the
Foreclosure Process for nonpayment of the Special Assessment on such Assessed Lot and, if sold, the proceeds thereof
will be deposited in the Bond Fund or will be used to replenish the Reserve Fund. The rights and obligations of the
District relating to collection and payment of the Special Assessments and the enforcement of remedies against
delinquent Special Assessments (including the Foreclosure Process) may be subject to bankruptcy, insolvency,
reorganization, moratorium, and similar laws affecting creditors’ rights and may be subject to judicial discretion in
accordance with general principles of equity.
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE
DISTRICT, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WILL BE
PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS WILL NOT BE GENERAL
OBLIGATIONS OF THE DISTRICT BUT WILL BE LIMITED OBLIGATIONS OF THE DISTRICT
PAYABLE SOLELY FROM THE SPECIAL ASSESSMENTS AND AMOUNTS HELD IN THE RESERVE
FUND.
7
Reserve Fund
As indicated in “SOURCES AND APPLICATIONS OF FUNDS,” $976,362.50* of the proceeds of the sale
of the Bonds will be deposited in the Reserve Fund. The amount of the Reserve Fund is equal to the lesser of: (i) 10%
of the principal amount of the Bonds; (ii) the maximum annual debt service on the Bonds; or (iii) 125% of the average
annual debt service on the Bonds, or such amount as required by the Internal Revenue Code of 1986, as amended (the
“Code”), to obtain or maintain the exclusion of interest from gross income for federal income tax purposes for the
Bonds, pursuant to an opinion of Bond Counsel (the “Reserve Fund Requirement”). To the extent income from
investments of the Reserve Fund causes the Reserve Fund to exceed the Reserve Fund Requirement, such investment
income will be transferred to the Bond Fund and used to pay semiannual interest on the Bonds.
If at any time it appears that the collection of installments of the Special Assessments will not raise money
sufficient to pay the then forthcoming principal or interest payment on the Bonds, any or all investments in the Reserve
Fund may be liquidated and such amounts transferred to the Bond Fund as are necessary to make timely payments of
principal of and interest on the Bonds, as applicable. The Reserve Fund will be reimbursed from either: (i) the
proceeds from the sale of delinquent Special Assessments pursuant to the Foreclosure Process or (ii) excess amounts
from installments on the Special Assessments, if any, provided, however, only to the extent that such excess portion
of such installments is not required for the payment of principal of and interest on the Bonds.
If the amount held in the Reserve Fund together with the amount held in the Bond Fund is sufficient to pay
the principal amount of all the Bonds outstanding on a redemption date, together with the interest accrued on such
Bonds as of such redemption date, the moneys shall be transferred to the prepayment account of the Bond Fund and
thereafter used to redeem all Bonds on such redemption date.
Foreclosure Process
The Foreclosure Process is provided by the Bond Resolution (by reference to a waiver agreement applicable
to the Assessed Lots) which states that certain sections of the “General Public Improvements and Improvement Bonds
Law” of the Arizona Revised Statutes are applicable. Appendix F includes portions of certain sections of such law.
Generally, a representative of the District is required, within 20 days from the date any installment is due on the
Special Assessments, to begin publication of the list of the Special Assessments on which any installment is
delinquent. Such representative also is required to append to and publish with the list a notice that unless each
delinquent installment, together with the penalty and costs thereon, is paid, the whole amount of the Special
Assessment will be declared due, and the corresponding Assessed Lot upon which the Special Assessment is a lien
will be sold at public auction at a time and place to be specified in the notice. The notice of the delinquent Special
Assessments is required to be published and circulated in the District for a period of 10 days in a daily newspaper, or
for two weeks in a weekly newspaper so published and circulated. Before the date fixed for the sale or the date to
which the sale has been postponed, the representative is required to obtain a record search that shows the names and
addresses of all lien claimants on, and other persons with an interest in, the Assessed Lots on which an installment of
the Special Assessment is delinquent. At least 10 days before the sale date or the date to which the sale has been
postponed, the representative is required to mail notice of the sale to the owner and to each of the lien claimants and
other interested persons. A final sale may not be held unless the representative has mailed such notice. The time of
sale shall not be less than five days after the last publication, and the place of sale shall be in or in front of the office
of such representative, or in front of the usual place of meeting of the Board. The sale may be postponed.
To comply with certain notice requirements, it may be necessary to postpone or continue such sales
from time to time until such requirements are satisfied.
On the day fixed for the sale, the representative of the District shall, at 10:00 a.m. (local time, Phoenix,
Arizona), or at a time thereafter to which the sale may be adjourned, begin the sale of the Assessed Lots advertised,
commencing at the head of the list and continuing in the numerical order of lots, until all are sold. The sale may be
postponed or continued from day to day until all the property is sold. Each Assessed Lot shall be offered for sale
separately. The sale shall be for the entire Special Assessment including the delinquent installments, and the person
* Preliminary, subject to change
8
who will take the Assessed Lot and then and there pay the amount of the Special Assessment, penalty and costs due,
including $0.50 to the representative of the District for a certificate of sale, shall become the purchaser.
None of the District, the City or owners of land in the District are required to purchase delinquent land
at any sale, even if there is no other purchaser.
Special Assessment Amounts and Land Values
Special Assessment Amounts. The Special Assessments have been levied based on the benefit to be received
by the Assessed Lots from the Public Infrastructure. See Table 5. The amounts of the Special Assessments have been
agreed to pursuant to a waiver agreement which is applicable to all of the Assessed Lots and is recorded in the real
property records against the Assessed Lots.
Appraisal Values. An appraisal, dated April 17, 2025 (the “Appraisal”), was performed by Schnepf Ellsworth
Appraisal Group LLC, Mesa, Arizona (the “Appraiser”), at the request of the District for the purpose of determining,
subject to the limitations, terms and conditions thereof, the “market value” of the Assessed Lots as security for the
Special Assessments as of the valuation date of February 21, 2025. In determining the “market value” of the Assessed
Lots, the “sales comparison approach” was applied, through which the Appraiser derives a value indication by
comparing the property being appraised to similar properties that have been sold recently, applying appropriate units
of comparison and making adjustments, based on the elements of comparison, to the sale prices of the comparable
properties. The Executive Summary of Appraisal is included as Appendix C. The full text of the Appraisal is
available from the Underwriter and should be reviewed in its entirety.
“Market value” is defined in the Appraisal as follows:
The most probable price which a property should bring in a competitive and open market under all conditions
requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not
affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the
passing of title from seller to buyer under conditions whereby:
(1) buyer and seller are typically motivated;
(2) both parties are well informed or well advised, and acting in what they consider their own best
interests;
(3) a reasonable time is allowed for exposure in the open market (“exposure time”);
(4) payment is made in terms of cash in United States dollars or in terms of financial arrangements
comparable thereto; and
(5) the price represents the normal consideration for the property sold unaffected by special or
creative financing or sales concessions granted by anyone associated with the sale.
Exposure time is a retrospective opinion based on an analysis of past events assuming a competitive and open
market. Exposure time depends on several factors including market conditions and factors of supply and demand.
Pricing and competent professional marketing are two very important factors. The estimate of value in the Appraisal
assumed that the subject property has been exposed to the market for 9 to 12 months or less at a price not more than
10% above the appraised value.
The Appraisal provides the “market value” of the Assessed Lots in the form of an “as is” value and an “as if
complete” value.
“As is” value is the value of specific ownership rights to an identified parcel of real estate as of the effective
date of the appraisal, and relates to what physically exists and is legally permissible and excludes all assumptions
concerning hypothetical market conditions or possible rezoning.
9
“As if complete” value is the prospective value upon completion of the parcel site improvements.
As indicated in Table 5 herein, each of the Assessed Lots has an overall “as is” lot value to assessment lien
ratio of not less than 8.9 to 1 as of the valuation date of the Appraisal. See “RISK FACTORS - Failure or Inability
to Complete Proposed Development” and “- Completion of the Public Infrastructure and the Other
Infrastructure.”
There can be no assurance that the values described in the Executive Summary of Appraisal are accurate
or that the assumptions relied upon in the Appraisal were accurate. There can be no assurance that the values
determined in the Appraisal are related in any way to future value or the value as of the date of any default under
the Bonds. See “RISK FACTORS - Appraised Value.”
Full Cash Values. It is estimated that the “full cash value” for tax year 2025 as determined by the
Assessor of Maricopa County, Arizona (the “Assessor”), for all of the Assessed Lots is much less than the total
of the values shown in the Appraisal. (Estimated “full cash value” is the total market value as determined by the
Assessor; in determining full cash value of the Assessed Lots, the property was valued as “Vacant and Agricultural
Land” by the Assessor.)
OVERLAPPING, ADDITIONAL OVERLAPPING AND OTHER DEBT
AND OTHER OVERLAPPING TAXES
Introduction
The District has no control over the amount of additional indebtedness or other amounts payable from taxes
or assessments on all or a portion of the property within the District or the area that encompasses the Assessed Lots
that may be issued or levied in the future by other governmental entities or political subdivisions, including but not
limited to the City, Maricopa County, Arizona (the “County”), school districts, certain other special districts or other
entities having jurisdiction over all or a portion of the land within the District or such area. To the extent such
indebtedness is payable from property taxes, such taxes will have a lien on the property within the District paramount
and superior to the lien of the Special Assessments. Under current law, any special assessment lien securing
indebtedness issued after the Bonds by any such entity would be subordinate and subject to the lien of the Special
Assessments. See “Other Debt of the District” in this section. Currently, there are no prior special assessment liens
in the area that encompasses the Assessed Lots. SEE ALSO, “RISK FACTORS - Direct and Overlapping
Indebtedness and Taxes” FOR A DISCUSSION ABOUT THE IMPACT OF SUCH LIENS, EVEN IF SUCH
LIENS ARE SUBORDINATE LIENS.
For tax purposes in Arizona, real property is either valued by the assessor of the county or the Arizona
Department of Revenue. Property valued by the Arizona Department of Revenue is referred to as “centrally valued”
property and is generally owned by large mine and utility entities. Property valued by the Assessor is referred to as
“locally assessed” property and generally encompasses residential, agricultural and traditional commercial and
industrial property.
While locally assessed property in the State has two different values, “limited property value” and “full cash
value,” only the limited property value is used as the basis for taxation. The full cash value is maintained and used as
the benchmark for determining the taxable value. The limited property value of real property and improvements,
including mobile homes, used for all ad valorem property tax purposes (both primary and secondary as hereinafter
described) is limited by the Arizona Constitution to the lesser of the full cash value of the property or an amount 5%
greater than the limited property value of the property determined for the prior year. Such limitation on an increase
in value does not apply to certain types of property set forth in the Arizona Constitution and the Arizona Revised
Statutes. For centrally valued property and personal property (except mobile homes), the full cash value of the
property is used as the basis for taxation.
All property both real and personal is assigned a classification (defined by property use) and related
assessment ratio that is multiplied by the limited property value or full cash value of the property, as applicable, to
10
obtain the limited assessed property value and the full cash assessed value, respectively. The assessment ratio for
agricultural and vacant land is currently 15%, the assessment ratio for owner-occupied residential property is currently
10%. Net assessed limited property value (“Net Assessed Limited Property Value”) is determined by excluding the
value of property exempt from taxation from limited assessed property value and from full cash assessed value of
centrally valued property and combining the resulting two amounts.
Taxes levied for the maintenance and operation of counties, cities, towns, school districts, community college
districts and the State are primary taxes. These taxes are levied against the assessed valuation of the property (taxable
value multiplied by the appropriate assessment ratio).
The primary taxes levied by each county, city, town and community college district are constitutionally
limited to a maximum increase of 2% over the prior year’s levy plus any taxes on property not subject to taxation in
the preceding year (e.g., new construction and property brought into the jurisdiction because of annexation). The 2%
limitation does not apply to primary taxes levied on behalf of school districts. Primary taxes on residential property
only are constitutionally limited to 1% of the limited value of such property.
Taxes levied for debt retirement, voter-approved budget overrides and the maintenance and operation of
special service districts such as sanitary, fire and road improvement districts are secondary taxes. These taxes are also
levied against the assessed valuation of the property as described above. There is no constitutional or statutory
limitation on annual levies for voter-approved bond indebtedness or special district assessments.
All taxes become a lien upon the property assessed (they are not a personal obligation of the property owner),
attaching on the first day of January of each tax year. Generally, a tax lien is not satisfied or removed until the taxes
are paid or the property is finally vested in a purchaser under a tax lien sale as hereinafter described. An ad valorem
property tax lien is prior and superior to all the liens and encumbrances on the property, except liens and encumbrances
held by the State.
If the ad valorem property taxes are not paid when due, the Treasurer is required to secure a payment through
the sale of the tax lien. Not later than December 31 of each year, the Treasurer must prepare a list of all real property
upon which the ad valorem property taxes for prior years were unpaid and delinquent. The property so listed is
advertised for sale, and the sale of the tax lien for delinquent ad valorem property taxes must be held by the Treasurer
in February of the calendar year immediately following the publication of notice of the tax lien sale. The Treasurer
will offer at the sale a tax lien on each delinquent property at a price equal to the amount of taxes, interest and penalties
due on the property to the bidder willing to accept the lowest rate of interest on the amount paid by the bidder for the
tax lien. If no bidder is willing to accept 16% per annum or less, the lien is assigned to the State and held for subsequent
resale. If a tax lien is sold, the bidder is required to pay in cash at the time of sale a purchase price equal to the amount
of taxes, interest and penalties due on the property. If the lien is assigned to the State, the ad valorem property taxes
due will remain unpaid until subsequent resale or redemption of the property.
Accordingly, delinquent ad valorem property taxes should, if the assessed property has sufficient value to
attract bidders at the tax lien sale, be recovered within 15 months after the end of the calendar year in which such taxes
were levied and assessed.
The holder of a tax lien is entitled to foreclose the right to redeem the tax lien by judicial sale after the third
anniversary of the tax lien sale.
Notwithstanding the foregoing, Chapter 176, Laws of Arizona 2024 (commonly referred to by its original
bill number as “SB 1431”) revises the redemption and foreclosure process for tax lien certificate holders whereby a
delinquent taxpayer may request an entry of judgment directing the sale of the property for excess proceeds. If a
delinquent taxpayer requests an excess proceeds sale, and an entry of judgment is granted to direct such excess
proceeds sale, a tax lien certificate holder’s potential financial return on the subject tax lien eligible for foreclosure
may decrease relative to the tax lien certificate holder’s potential financial return on such tax lien prior to the enactment
of SB 1431. Therefore, in connection with the new excess proceeds sale process instituted by SB 1431, it is reasonable
to conclude that “tax sale investors” may be less willing to purchase tax liens. The effective date of SB 1431 was
September 14, 2024. None of the District, the Financial Advisor, the Developer, the Underwriter, or the counsel or
agents of either of them, are able to determine or predict what impact, if any, SB 1431 will have on property tax
11
collections in the District. Likewise, to the extent the Special Assessments are collected by the Treasurer of the County
with general property taxes as described under “SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS
– Bond Fund and Special Assessments,” none of the District, the Financial Advisor, the Developer, the Underwriter,
or the counsel or agents of any of them, are able to determine or predict what impact, if any, SB 1431 will have on the
collection of delinquent Special Assessment installments collected by the Treasurer of the County in the same manner
as the collection of delinquent general property taxes. See “SECURITY FOR AND SOURCES OF PAYMENT OF
THE BONDS – Bond Fund and Special Assessments” regarding the District’s intent to collect the remaining
installments for a delinquent Special Assessment pursuant to the Foreclosure Process.
Existing, Overlapping, Superior, General Obligation Bonded Indebtedness and Taxes
Overlapping, general obligation bonded indebtedness and tax levies for other purposes with respect to land
which encompasses the District, the lien for which is paramount and superior to that of the Bonds, is shown below
including a breakdown of each overlapping jurisdiction’s applicable general obligation bonded debt, Net Assessed
Limited Property Value and combined tax rate per $100 of Net Assessed Limited Property Value. (While such
indebtedness and tax levies also encompass Special Assessment District No. 1, comparable information for Special
Assessment District No. 1 based on the Net Assessed Limited Property Value is not yet available. See footnote (b) to
Table 1.) The applicable percentage of each jurisdiction’s assessed valuation which lies within such area was derived
from information obtained from the Assessor. The District has authorized the issuance of up to $150,000,000 principal
amount of general obligation bonds at an election held on February 28, 2006 and an additional $350,000,000 principal
amount of general obligation bonds at an election held on June 25, 2025 (collectively, the “Election”). There are
currently no general obligation bonds outstanding. See “Overlapping, Superior, General Obligation Bonded
Indebtedness and Maintenance and Operations Tax of the District” in this section.
TABLE 1
OV ERLAPPING GENERAL OBLIGATION BONDED INDEBTEDNESS
_____________________________
(a) Includes total stated principal amount of general obligation bonds outstanding. Does not include outstanding
principal amounts of certificates of participation or revenue obligations outstanding for the jurisdictions listed
above. Also does not include outstanding principal amounts of bonds of various assessment districts or areas
as the obligations of these districts are presently being paid from special assessments against property within
the various districts. Does not include authorized but unissued general obligation bonds of such jurisdictions
which may be issued in the future.
Also does not include the obligation of the Central Arizona Water Conservation District (“CAWCD”) to the
United States Department of the Interior the (“Department of the Interior”), for repayment of certain capital
costs for construction of the Central Arizona Project (“CAP”), a major reclamation project that has been
substantially completed by U.S. Department of the Interior. In April of 2003, the United States and CAWCD
agreed to settle litigation over the amount of the construction cost repayment obligation, the amount of the
2024-25
Combined Tax
2024-25
Rate Per $100 of
Net Assessed
Outstanding
Net Assessed
Direct and
Limited
Bonded
Approximate
Net
Limited Property
Overlapping Jurisdiction
Property Value
Debt (a)
Percent
Amount
Value (c)
State of Arizona
$88,425,625,840
None
0.00%
None
None
Maricopa County
58,328,686,358
None
0.00%
None
$1.5011
(d)
Maricopa County Community College Dist.
58,328,686,358
$26,675,000
0.00%
$130
1.1047
Maricopa Special Health Care Dist.
58,328,686,358
512,560,000
0.00%
2,503
0.2665
Saddle Mountain Unified School Dist. No. 90
905,688,786
39,155,000
0.03%
12,312
4.6382
West-MEC District No. 402
22,530,901,798
80,870,000
0.00%
1,022
0.1825
City of Buckeye
953,508,266
70,860,000
0.03%
21,164
1.6077
(e)
The District
284,782
None
100.00%
None
0.3000
(f)
$37,130
$9.6007
Portion Applicable
to the District (b)
12
respective obligations for payment of the operation, maintenance and replacement costs and the application
of certain revenues and credits against such obligations and costs. Under the agreement, CAWCD’s
obligation for substantially all of the CAP features that have been constructed so fare will be set at $1.646
billion, which amount assumes (but does not mandate) that the United States will acquire a total of 667,724
acre-feet of CAP water for federal purposes. The United States will complete unfinished CAP construction
work related to the water supply system and regulatory storage stages of CAP at no additional cost to
CAWCD. Of the $1.646 billion repayment obligation, 73% will be interest bearing and the remaining 27%
will be non-interest bearing. These percentages have been fixed for the entire 50-year repayment period,
which commenced October 1, 1993. CAWCD is a multi-county water conservation district having
boundaries coterminous with the exterior boundaries of Arizona’s Maricopa, Pima and Pinal Counties. The
obligation is evidenced by a master contract between CAWCD and the Department of the Interior. CAWCD
was formed for the express purpose of paying administrative costs and expenses of the CAP and to assist in
the repayment to the United States’ portion of the CAP capital costs. Repayment will be made from a
combination of power revenues, subcontract revenues (i.e., agreements with municipal, industrial and
agricultural water users for delivery of CAP water) and a tax levy against all taxable property within
CAWCD’s boundaries. At the date of this Official Statement, the tax levy is limited to 14 cents per $100 of
Net Assessed Limited Property value, of which 14 cents is currently being levied. (See Arizona Revised
Statutes, Sections 48-3715 and 48-3715.02. et). There can be no assurance that such levy limit will not be
increased or removed at any time during the life of the contract.
(b) Proportion applicable to the Assessed Lots is not available. Proportion applicable to the District was used
instead. The proportion applicable to the District is computed on the ratio of net assessed limited property
valuation for 2024-25. Because the area that encompasses the Assessed Lots only encompasses the area
shown on the map on page (vi) which is a smaller area than the area of the District, these amounts are greater
than what actually overlaps such area. If the assessed value within the District increases at a faster rate than
the overlapping jurisdictions, the amount of overlapping debt allocated for payment within the District will
increase.
(c) The combined tax rate includes the tax rate for debt service payments and the tax rate for all other purposes
such as maintenance and operation and capital outlay.
(d) The County’s tax rate includes the $0.1470 tax rate of the Maricopa County Flood Control District, the
$0.0470 tax rate of the Maricopa County Free Library, the $0.0080 tax rate for the contribution to the
Maricopa County Fire District Assistance and the $1.1591 tax rate of the County. It should be noted that the
County Flood Control District does not levy taxes on personal property.
(e) The City has sold and will issue $70,860,000 in general obligations bonds on July 1, 2025.
(f) Does not include the Bonds. Does not other special assessment revenue bonds or general obligation bonds
expected to be issued by the District in the future. The District currently levies the Operation and
Maintenance Tax (as defined herein) and a property tax to pay general obligation bond debt service. The lien
for taxes for both debt service and operation and maintenance purposes is superior and paramount to that for
the Special Assessments with respect to the Bonds. See “OVERLAPPING, ADDITIONAL OVERLAPPING
AND OTHER DEBT AND OTHER OVERLAPPING TAXES - Other Debt of the District” herein.
Source:
Except as otherwise indicated, individual jurisdictions and miscellaneous other sources.
Overlapping, Superior, General Obligation Bonded Indebtedness and Maintenance and Operations Tax of the
District
As noted above, pursuant to the election, the District is authorized to incur general obligation bonded
indebtedness in an amount not to exceed $500,000,000 in principal amount, of which $500,000,000 remains authorized
but unissued, payable from ad valorem taxes levied on all property within the District without limit as to rate or
amount. Such remaining authorized but unissued amount is subject to further reduction based on the use of net
premium on the general obligation bonds of the District. The District anticipates issuing general obligation bonds in
calendar year 2026. Additional authorized but unissued bonds will be issued over time in order to finance, among
other things, the costs of public infrastructure within the District, including incidental costs and the costs of issuing
bonds. (Additional bonds payable from such source could be authorized by elections in the future.) At the election,
the District also authorized the levy and collection of an ad valorem property tax of $0.30 per $100 of Net Assessed
Limited Property value for administrative, operational and maintenance costs of the District (the “Operation and
Maintenance Tax”). The District initially levied the Operation and Maintenance Tax in fiscal year 2006-07. The
13
District continues to levy the Operation and Maintenance Tax through and including during fiscal year 2024-25 and
to collect revenues from the portion of the land within the District boundaries owned by the Developer, including,
without limitation, the area encompassing the Assessed Lots. The lien for taxes for both debt service and operation
and maintenance purposes is superior and paramount to that for the Special Assessments with respect to the Bonds.
See “RISK FACTORS - Direct and Overlapping Indebtedness and Taxes.”
Other Additional, Overlapping, Superior, General Obligation Bonded Indebtedness and Taxes
As noted above, the District has no control over the amount of additional debt payable from taxes or tax
levies for other purposes on all or a portion of the property within the District that may be issued or levied in the future
by other political subdivisions, including but not limited to the City, the County, school districts, certain other special
districts or other entities having jurisdiction over all or a portion of the land within the District. To the extent such
obligations are payable from general property taxes, such taxes will have a lien on the taxable property within the
District superior and paramount to that for the Special Assessments with respect to the Bonds. Additional indebtedness
or tax levies for other purposes could be authorized for such overlapping jurisdictions in the future. See “RISK
FACTORS - Direct and Overlapping Indebtedness and Taxes.”
The following jurisdictions that overlap the Assessed Lots have the indicated authorized but unissued general
obligation bonded debt available for future issuance:
TABLE 2
AUTHORIZED BUT UNISSUED
GENERAL OBLIGATION BONDS
Overlapping Jurisdiction
General Obligation Bonds
Authorized but Unissued
The City
$207,000,000
The District
500,000,000
__________________
Source: Individual jurisdictions.
Other Debt of the District
Special Assessment District No. 1 is the first assessment district within the District. Other series of
assessment bonds payable solely from and secured by special, separate funds established and maintained by the
District from installments due with respect to certain other special assessments may be issued by the District in the
future. The term “special assessments” as used hereinabove refers to the assessments which would be levied and
assessed by the District in the related assessment area which could encompass portions of the District, each of which
would constitute a first lien on the parcel so levied and assessed, subordinate and subject only to general property
taxes and prior special assessments. There can be no assurance that additional amounts of such bonds payable from
special assessments will not be issued in the future, increasing the amount of liens on property in the District for such
purposes. See “RISK FACTORS - Direct and Overlapping Indebtedness and Taxes.”
14
SOURCES AND APPLICATIONS OF FUNDS
The sources and applications of funds with respect to the Bonds are as follows:
TABLE 3
SOURCES OF FUNDS
Par Amount of Bonds
$10,970,000.00*
Developer Contribution
.00
TOTAL SOURCES
$ . *
USES OF FUNDS
Payment of Costs of Issuance (a)
$
Deposit to Reserve Fund
Deposit to Acquisition Fund
TOTAL USES
$
(a) Includes compensation and costs of the Underwriter with respect to the Bonds.
* Preliminary, subject to change.
15
THE PUBLIC INFRASTRUCTURE
The information contained in this section relates to and has been obtained
from the Developer and unless otherwise sourced or noted, and none of the
District, Financial Advisor, Underwriter or their agents or counsel, assumes
any responsibility for the accuracy or completeness thereof. The information
included under the heading “RISK FACTORS” as it relates to the
information contained under this heading is hereby incorporated under this
heading by this reference.
The Public Infrastructure consists of the following six projects:
Project 1 - Water Improvements: The water improvements consist of two different phases or segments (a)
Phase I includes approximately 5,800 linear feet (“LF”) of waterline improvements located within Larkspur Drive,
portions of Indigo Way, and 304th Avenue; and (b) Phase II includes approximately 2,500 LF of waterline
improvements located within portions of Indigo Way. The estimated cost of the water improvements is approximately
$2.2 million.
Project 2 - Sanitary Sewer Improvements: The sanitary sewer improvements consist of two different phases
or segments (a) Phase I includes approximately 2,740 LF of sanitary sewer improvements located within portions of
Larkspur Drive, portions of Indigo Way, and portions of 304th Avenue; and (b) Phase II includes approximately 1,100
LF of sanitary sewer improvements located within portions of Indigo Way. The estimated cost of the sanitary sewer
improvements is approximately $1.7 million.
Project 3 - Storm Drain Improvements: The storm drain improvements consist of two different phases or
segments (a) Phase I includes approximately 1,050, LF of storm drain improvements and associated inlet structures
located within 304th Avenue and a portion of Indigo Way, and also includes approximately 2,500 square yards (“SY”)
of erosion protection; and (b) Phase II includes approximately 830 LF of storm drain improvements and associated
inlet structures located within Larkspur Drive and a portion of Indigo Way, and also includes approximately 1,400 SY
of erosion protection. The estimated cost of the storm drain improvements is approximately $550,000.
Project 4 - Paving Improvements: Paving improvements consist of approximately 8,200 LF of paving
improvements that include Indigo Way, Larkspur Drive, and 304th Avenue. Indigo Way is a median separated collector
road with two lanes of traffic and bike lanes. 304th Avenue is a median separated major collector road with four lanes
of traffic and bike lanes. Larkspur Drive is a major local street with two lanes of traffic. The estimated cost of the
Paving Improvements is approximately $2.8 million.
Project 5 - Concrete: The concrete improvements consist of concrete for Indigo Way, Larkspur Drive, and
304th Avenue. The concrete improvements include installation of curbing, sidewalks, handicap ramps, head walls, and
inlet structures. The estimated cost of the concrete improvements is approximately $2.2 million.
Project 6 - Box Culverts: The box culvert improvements consist of the installation of two box culverts required
as part of the stormwater system for the Project. The first box culvert is located at the southern end of 304th Avenue
and the second box culvert is located at the northern end of Indigo Way. The estimated cost of the box culverts is
approximately $1.6 million.
The Public Infrastructure was publicly bid in compliance with the process required by State law and the
District; completion bonds have been obtained for all of the Public Infrastructure. Contracts have been entered into
for construction of the Public Infrastructure. The Public Infrastructure is being constructed and upon completion by
the Developer will be acquired by the District and transferred to the City upon acceptance. Proceeds from the sale of
the Bonds will be used by the District to acquire the Public Infrastructure.
16
THE OTHER INFRASTRUCTURE
The information contained in this section relates to and has been obtained
from the Developer, and none of the District, the Underwriter, the Financial
Advisor or their agents or counsel assumes any responsibility for the
accuracy or completeness thereof. The information included under the
heading “RISK FACTORS” as it relates to the information contained under
this heading is hereby incorporated under this heading by this reference.
Certain other infrastructure (collectively, the “Other Infrastructure”) is being constructed in connection with
the development of the Assessed Lots and the Project and the construction of homes therein as described below. To
date, the contract amounts for the Other Infrastructure listed below are in excess of $130,000,000, all of which is being
paid by the Developer. The completion of the Other Infrastructure contributes to the values described in the Appraisal.
None of the Other Infrastructure is being financed with proceeds of the sale of the Bonds; some of the Other
Infrastructure may, however, be the subject of general obligation bonds to be issued by the District in the future.
The Other Infrastructure is more particularly described as follows:
Water Campus – The water campus includes a 3.5 million gallon water treatment facility to serve the long-
term potable water needs of the District. The facility is designed to scale with development and ensure reliable service
as the community grows. The water campus is under construction and the estimated completion date is September
2025. The estimated total construction cost for the water campus is approximately $38.5 million.
Well Sites - Two dedicated well sites - each equipped with one well – are being developed to serve as the
primary water source for the District. These wells are integrated into the water transmission system connecting to the
water campus. The well sites and wells are under construction and the estimated completion date is August 2025. The
estimated total construction cost for the well sites and wells is approximately $7.5 million.
Water Transmission Lines – Water transmission utility lines ranging from 8” to 12” in diameter are being
installed between the well sites and the water campus for delivery of raw water. The water transmission lines are under
construction and the estimated completion date is October 2025. The estimated total construction cost for the water
transmission lines is approximately $3.7 million.
Teravalis Parkway (Offsite Roadway) – Teravalis Parkway is a 36’ wide major arterial roadway to provide
regional connectivity. The roadway currently supports two lanes that are completed but is engineered to expand to a
six-lane parkway as demand increases. The total construction cost for the two lanes is approximately $25 million.
Regional Drainage System - A regional drainage system has been completed along the northern, southern,
and eastern boundaries of the District. It is designed to manage stormwater runoff throughout the region. The total
construction cost for the regional drainage system is approximately $4 million.
Electric Substation - An electric substation, developed in coordination with Arizona Public Service Company
(APS), has been completed to provide long-term electric power capacity for both residential and commercial uses
within the District. The total construction cost for the electric substation is approximately $24 million.
Interim Water Reclamation Facility - An interim 300,000-gallon wastewater reclamation facility is under
construction to support the initial phases of development within the District. The wastewater reclamation facility will
also provide recycled water for non-potable uses such as landscape irrigation and serves as a transitional wastewater
solution until the ultimate wastewater treatment infrastructure is completed. The interim wastewater reclamation
facility is under construction and the estimated completion date is January 2026. The estimated total construction cost
for the interim wastewater reclamation facility is approximately $16.7 million.
17
LAND DEVELOPMENT
The information contained in this section relates to and has been obtained
from the Developer, and none of the District, the Underwriter, the Financial
Advisor or their agents or counsel assumes any responsibility for the
accuracy or completeness thereof. The information included under the
heading “RISK FACTORS” as it relates to the information contained under
this heading is hereby incorporated under this heading by this reference.
In General
The District encompasses approximately 3,029 acres within the City and is located approximately 40 miles
west of downtown, Phoenix, Arizona, North of Interstate 10 and west of Sun Valley Parkway at Teravalis Drive and
Sun Valley Parkway. See the maps on pages (iv) and (v) with respect to the location of the District.
The Project was planned to be developed with six different phases with a mix of residential and
commercial/industrial. Development Unit 3 (“Phase I”) consists of approximately 312 acres (residential and non-
residential) and was subdivided into 1,097 residential lots. As of the date hereof, a portion of those lots have been sold
to seven different homebuilders and their land bankers. Construction of the first homes of the total 1,097 residential
units comprising Phase I (the model homes) started in April 2025.
At completion, the real property within the boundaries of the District is entitled for 6,056 units of “for sale”
single family residential units, which will include a mix of entry level, move-up and luxury homes; the Developer
expects the Project to have up to 2,444 residential rental units which include a mix of multi-family and single-family
for rent product. The residential units are expected to be built on approximately 2,027 acres. The Developer expects
the Project to have approximately 7 million square feet of commercial, industrial, retail and restaurant development
on approximately 457 acres. The Developer has set aside 545 acres for open space parks, community space and
schools. Active development of the Project began in 2024 and will continue for years to come, with development
completion expected in 2040.
Although the number of acres devoted to each particular land use may ultimately vary from those presented,
the development of the District and the Assessed Lots is currently anticipated to include the following land uses:
TABLE 4
Total Project
Approximate
District Acres
Approximate
Acreage of Parcels
Containing Assessed
Lots
Single Family Residential
2,027
164
Non-residential (a)
1,002
148
Total
3,029
312
_________________________
(a)
Includes streets, right of way, common area and neighborhood open space, which are not part of the Assessed
Lots.
Development of the property within the District and construction of homes and infrastructure is subject to
obtaining various development and construction approvals and permits. As a condition to the sale of homes built on
the Assessed Lots, homebuilders will be required to obtain building and any additional permits required for the
construction and completion of all such homes and certain other infrastructure.
The Developer
Trillium Land Company, LLC (the “Developer”), a wholly owned subsidiary of Trillium Development Holding Company,
LLC, organized and existing pursuant to the laws of the State of Delaware, has acquired all interest in the District
18
formerly owned by the Original Owner and is now the master developer of the District. Developer is an affiliate of
Howard Hughes Holdings Inc. (“HH”). HH is a real estate development and management company based in The
Woodlands, Texas. It was formed in 2010 and its common stock is traded on the New York Stock Exchange. HH
operates through three business segments: Operating Assets, Master Planned Communities (“MPC”), and Strategic
Developments. The MPC business focuses on the horizontal development of residential land. The improved acreage
is then sold to homebuilders who build and sell homes to new residents. As of December 31, 2024, HH’s portfolio of
MPCs was comprised of Summerlin in Las Vegas; The Woodlands, The Woodlands Hills and Bridgeland in the
Houston region; and Teravalis in the Phoenix region.
HH is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities
and Exchange Commission (the “Commission”). Such reports, proxy statement and other information (collectively,
the “Filings”) particularly, HH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed
by HH with the Commission on or about February 26, 2025, and HH’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2025, as filed by HH with the Commission on or about May 7, 2025, set forth certain data
relative to the consolidated results of operations and financial position of HH and its subsidiaries, as of such dates.
On May 5, 2025, HH announced an agreement pursuant to which Pershing Square Holdco, L.P. (“Pershing
Square”) invested $900 million to acquire 9,000,000 newly issued shares of HH. The stock purchase price represents
a premium of 48% to HH’s closing share price on Friday, May 2, 2025. Pershing Square will now own 46.9% of HH
shares outstanding.
The Commission maintains a website that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission, including HH. The address of such
website is www.sec.gov. In addition, the aforementioned material may also be inspected at the offices of the New
York Stock Exchange at 20 Broad Street, New York, NY 10005. All documents subsequently filed by HH pursuant
to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in
such manner as the Commission prescribes.
Copies of HH’s Annual Report and each of its other quarterly and current reports, including any amendments,
are available from HH’s website at https://investor.howardhughes.com/financial-reporting/sec-filings.
The foregoing websites and references to filings are included for reference only, and the information on these
websites and on file with the Commission are not a part of this Official Statement and are not incorporated by
reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or
adequacy of the information contained on such websites. Investors should not rely on the information and financial
statements contained on these websites in evaluating whether to buy, hold or sell the Bonds. Some of the statements
contained in the annual reports and the quarterly and current reports may be construed as “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on Developer’s
management’s beliefs as well as assumptions made by, and information currently available to, Developer’s
management. These forward-looking statements typically include the words “anticipate,” “believe,” “consider,”
“continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “likely,” “may,” “outlook,” “plan,”
“possible,” “potential,” “predict,” “projection,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other
words of similar meaning. Any or all of the forward-looking statements included in the annual reports and the
quarterly and current reports may not approximate actual experience, and the expectations derived from them may
not be realized, due to risks, uncertainties and other factors. As a result, actual results may differ materially from the
expectations or results in the forward-looking statements.
The District
Utility Services. The City is the water service provider and wastewater service provider for the District. Police
and fire services within the District are all provided by the City. Electric service for the District is provided by Arizona
Public Service Company. Telephone and Internet service is provided by Century Link and Cox Communications.
19
Schools. The District is located within the boundaries of the Saddle Mountain Unified School District #90.
Developer has designated planned school sites within the District in coordination with the school district and/or
Arizona Department of Education or Arizona Department of Administration. The ultimate construction and operation
of any school is contingent on funding and school district needs. The District is currently served by the following
schools: Tartesso Elementary School (K-5) which is located approximately 8 miles south of Village 3; bus
transportation is provided for the students; Ruth Fisher Middle School (6-8) which is located approximately 23 miles
southwest of Village 3; bus transportation is provided for the students; and Tonopah Valley High School (9-12) which
is located approximately 23 miles southwest of Village 3; bus transportation is provided for the students.
Assessed Lots
The location of the parcels containing the Assessed Lots is shown on the map on pages (v) and (vi). Final
zoning with respect to the Assessed Lots has been obtained and is consistent with the Developer’s current development
plans for such lots; all such Assessed Lots are part of final recorded plats. While the lot sizes vary, there are
approximately seven sizes/types of lots: ranging from 40’ wide x 110’ deep to 70’ wide x 125’ deep lots, with homes
ranging in size from 1,200 to over 2,800 square feet and with starting base prices of approximately $325,000 to over
$500,000. As of the date hereof, the Developer and Homebuilders (or their land bankers) own all of the Assessed Lots,
as indicated in Table 5.
Neither the Developer nor any subsequent owners of any Assessed Lot are obligated to pay the Special
Assessments, and the assets of the current owners or any subsequent owners, other than the Assessed Lots, do not
secure such payment. The Special Assessments are secured only by the Assessed Lots. The Special Assessments
are not cross-defaulted. Any owner, current or subsequent, could choose to pay one Special Assessment and not
another for Assessed Lots it owns.
20
TABLE 5
(a)
Certain of the Homebuilders are subject to the informational reporting requirements of the Exchange Act, and in accordance therewith the filings with the Commission. Such Filings
may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of the Filings can be obtained
from the public reference section of the Commission at prescribed rates. In addition, Filings may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10005. The Filings may also be obtained from the Commission’s EDGAR database of the Commission at http://www.sec.gov. None of the District, the
Underwriter, the Financial Advisor, the Developer, Bond Counsel or counsel to the Underwriter or Developer or their agents or counsel have examined the information set
forth in the Filings for accuracy or completeness, or examined similar information for entities or the parent company that are not subject to same or similar informational
reporting requirements. See “Risk Factors – No Review of Filings.”
(b)
The location of these parcels is depicted on the maps at pages (v) and (vi).
(c)
See “SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS – Special Assessment Amounts and Land Values” and, particularly, Appendix C - “EXECUTIVE
SUMMARY OF APPRAISAL.”
(d)
TNHC Arizona Marketing LLC (New Home) has an option to acquire the Parcel from its land banker, TPG EHC III (NWHM) Multi State 1, LLC, a Delaware limited liability
company.
(e)
Lennar Arizona, LLC is expected to close on the purchase of Parcel 48 on or about August 4, 2025. Upon closing, Lennar Arizona, LLC is expected to use a land banker AG EHC II
(LEN) Multi State 2, LLC, a Delaware limited liability company.
Estimated
Estimated
Per Lot Value
Per Lot Value
Typical
Assessment
Appraised Value
Appraised Value
to Assessment
to Assessment
Location of
Number of
Lot
Per
Per Assessed Lot -
Per Assessed Lot -
Lien - As if
Lien -
Owner of Assessed Lots (a)
Assessed Lots (b)
Assessed Lots
Size
Assessed Lot
As if Complete (c)
As Is (c)
Complete
As Is
Brightland Homes of Arizona, LLC
Parcel 37
87
45' x 115'
$10,000
$103,000
$102,000
10.3 to 1
10.2 to 1
KB Home Phoenix Inc.
Parcel 38
79
55' x 120'
10,000
108,000
90,500
10.8 to 1
9.5 to 1
Century Communities of Arizona, LLC
Parcel 39
56
50' x 120'
10,000
104,000
103,000
10.4 to 1
10.3 to 1
TNHC Arizona Marketing LLC (New Home) (d)
Parcel 40
116
50' x 120'
10,000
104,000
103,000
10.4 to 1
10.3 to 1
Lennar Arizona, LLC (e)
Parcel 41
105
45' x 115'
10,000
103,000
102,000
10.3 to 1
10.2 to 1
Trillium Land Company, LLC
Parcel 42
52
63' x 125'
10,000
114,500
113,000
11.4 to 1
11.3 to 1
Trillium Land Company, LLC
Parcel 43
72
70' x 125'
10,000
119,000
96,000
11.9 to 1
9.6 to 1
Courtland Communities LLC
Parcel 44
67
55' x 120'
10,000
108,000
107,000
10.8 to 1
10.7 to 1
KB Home Phoenix Inc.
Parcel 45
106
45' x 120'
10,000
103,000
102,000
10.3 to 1
10.2 to 1
Century Communities of Arizona, LLC
Parcel 46
114
40' x 110'
10,000
90,000
89,000
9.0 to 1
8.9 to 1
Meritage Homes of Arizona, Inc.
Parcel 47
81
45' x 120'
10,000
103,000
102,000
10.3 to 1
10.2 to 1
Trillium Land Company, LLC (e)
Parcel 48
90
45' x 115'
10,000
103,000
102,000
10.3 to 1
10.2 to 1
Meritage Homes of Arizona, Inc.
Parcel 49
72
50' x 120'
10,000
104,000
103,000
10.4 to 1
10.3 to 1
TOTAL
1,097
21
Table 6 reflects the Developer and Homebuilder’s projection for sale of the Assessed Lots in 2025 through
2027. See “LAND DEVELOPMENT – The District.”
TABLE 6
Calendar
Year
Estimated
Single-Family
Lot Closings
2025
325
2026
600
2027
172
There can also be no assurance that build-out will occur at the rates indicated hereinabove or if in fact any
such sales will be consummated. Moreover, as the ownership of the Assessed Lots is subject to change, the
development plans may not be continued by the subsequent owner if the Assessed Lots are sold; however development
by any subsequent owner will be subject to the policies and requirements of the City. The projections above are also
subject to the timely completion of the Public Infrastructure and the Other Infrastructure. The amounts due with
respect to the Special Assessments are not personal obligations of the owners of the Assessed Lots; the Bonds will be
secured solely by the Special Assessments. See “RISK FACTORS - General Risks of Real Estate Investment and
Development; Certain Factors Which May Adversely Affect Development; Consequences,” – “Concentration of
Ownership; Subsequent Transfer,” “- Failure or Inability to Complete Proposed Development” and “- Completion of
the Public Infrastructure and the Other Infrastructure.”
RISK FACTORS
Investment in the Bonds involves a significant degree of risk and is speculative in nature. The relatively high
interest rates borne by the Bonds (as compared to prevailing interest rates on bonds that have an investment grade
rating) are intended to compensate the investor for such risks. INVESTMENT IN THE BONDS SHOULD BE
UNDERTAKEN ONLY BY PERSONS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM
TO ASSUME SUCH RISK. THIS SECTION SETS FORTH A BRIEF SUMMARY OF SOME OF THE PRINCIPAL
RISK FACTORS. PROSPECTIVE INVESTORS SHOULD FULLY UNDERSTAND AND EVALUATE THESE RISKS,
IN ADDITION TO THE OTHER FACTORS SET FORTH IN THIS OFFICIAL STATEMENT, BEFORE MAKING AN
INVESTMENT DECISION.
This discussion of risk factors is not, and is not intended to be, exhaustive, and such risk factors are not
necessarily presented in the order of their magnitude.
General Risks of Real Estate Investment and Development; Certain Factors Which May Adversely Affect
Development; Consequences
Investments in developing real estate such as undeveloped areas in the District like the Assessed Lots are
generally considered to be speculative in nature and to involve a high degree of risk. Owners of land in the District
will be subject to the risks generally incident to real estate investments and development including those described
herein.
Construction of houses on the lots within the District may be affected by changes in the income tax treatment
of real property ownership; changes in national, regional and local market and economic conditions; changes in long
and short term interest rates; changes in the climate for real estate purchases; changes in demand for or supply of
competing properties; unanticipated development costs, market preferences and architectural trends; unforeseen
environmental risks and controls; the adverse use of adjacent and neighboring real estate; changes in interest rates
and the availability of mortgage funds and homeowners insurance to buyers of the homes to be built in the Project,
which may render the sale of such homes difficult or unattractive; acts of war, terrorism or other political instability;
delays or inability to obtain governmental approvals; pandemics and epidemics; changes in laws; moratorium; force
majeure (which may result in uninsured losses); strikes; labor shortages; energy shortages; material shortages;
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inflation; climate change; adverse weather conditions; subcontractor defaults; and other unknown contingencies and
factors beyond the control of the owners of such land. Land development within the District could also be affected
adversely by changes in governmental policies, including, but not limited to, governmental policies to restrict or
control development. (Any approvals needed in the future for the development must come from the City and other
governmental authorities, over which the District has no control.)
The residential development business, particularly with respect to communities such as that taking place
within the District, is highly competitive in the Phoenix metropolitan area. The business of merchant builders building
in the District will face competition from a number of competitors in the City and other developments throughout the
Phoenix metropolitan area, many of which offer or intend to offer lots and parcels in similar communities to a similar
target market.
Decreased absorption rates associated with future slowdown could adversely affect land values and reduce
the ability or desire of the property owners to pay ad valorem property taxes and assessments. In that event, there
could be a default in the payment of principal of and interest on the Bonds.
THE TIMELY PAYMENT OF THE BONDS DEPENDS UPON THE WILLINGNESS AND ABILITY OF
OWNERS OF THE ASSESSED LOTS AND ANY SUBSEQUENT OWNERS TO PAY THE SPECIAL ASSESSMENTS
WHEN DUE. AS NOTED IN TABLE 5, OWNERSHIP OF THE ASSESSED LOTS IS CURRENTLY
CONCENTRATED IN SEVEN ENTITIES (OR THEIR LAND BANKERS) AND THE DEVELOPER. ANY OR ALL OF
THE FOREGOING FACTORS COULD REDUCE THE WILLINGNESS AND THE ABILITY OF THE OWNERS TO
PAY THE SPECIAL ASSESSMENTS ON ANY ONE OR ALL OF THE ASSESSED LOTS THEY OWN AND COULD
GREATLY REDUCE THE VALUE OF THE ASSESSED LOTS IN THE EVENT SUCH PROPERTY HAS TO BE
FORECLOSED. IN THAT EVENT, THERE COULD BE A DEFAULT IN THE PAYMENT OF THE BONDS.
The land encompassing the Assessed Lots is partially developed and, if any or all of the foregoing occurs,
the undeveloped portion could continue as such. Vacant land provides less security to the holders of the Bonds should
it be necessary for the District to foreclose due to nonpayment of the Special Assessments. An inability to develop the
remaining land within such area will likely reduce the potential future diversity of ownership of the Assessed Lots.
Development, including the phase of the development plan for the Assessed Lots, requires obtaining a variety
of governmental approvals and permits. Such approvals and permits are necessary to initiate construction and to
allow the sale and occupancy of homes and to satisfy conditions included in the approvals and permits. There can be
no assurance that all or any of these permits and approvals can be obtained or that the conditions to the approvals
and permits can be fulfilled. The failure to obtain any of the required approvals or fulfill any one of the conditions
could cause materially adverse financial consequences to the present owners of the Assessed Lots.
Concentration of Ownership; Subsequent Transfer
There can be no assurance that the Developer has the financial capability to complete development within
the Project. Because there can be no assurance that the members of the limited liability company that form the
Developer will provide additional funds to the Developer, nor that bank loans will be available to the Developer
sufficient to pay all costs attributable to the Project, the Developer may have to depend on revenues from sales of lots
and parcels to generate cash flow and otherwise make funds available to pay all costs associated with the ownership,
operation and development of the Project. If the Developer has to depend on sales of lots and parcels to generate
cash flow, there can be no assurance that sufficient funds will be available to the Developer to pay all of its obligations
and liabilities, including, without limitation, Special Assessments (including those relating to property then owned by
the Developer to be applied to pay the Bonds), as such obligations and liabilities become due and payable.
See Table 5 with regard to the concentration of ownership of property in, and obligation for payment of
Special Assessments of, the Assessed Lots in certain entities. As of the date hereof, the Developer owns [124] of the
1,097 Assessed Lots. Certain of the owners in Table 5 are land banking entities and will transfer title to homebuilders
in accordance with option agreements. Conveyances of the Assessed Lots could potentially reduce the concentrated
ownership presented in Table 5. After the pricing of the Bonds, Table 5 will not be updated to reflect any transfer of
title to the Assessed Lots to any retail purchaser, homebuilder, or other party.
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In addition, the Developer has transferred and intends to continue to transfer ownership of parcels (or
portions thereof) designated for residential development within the District to homebuilders (and land banking
entities) prior to completion of development therein. There are no restrictions on the ability of the Developer to sell
parcels (or portions thereof). There can be no assurance that any homebuilder will ultimately acquire and develop
all of the lots, nor any assurance that any homebuilder will be able to obtain the projected sales prices for any houses
to be constructed on the lots.
Failure or Inability to Complete Proposed Development
The development of each phase of the Project (including that encompassing the Assessed Lots) will be staged
so that different phases will not be developed all at one time. The funding for each phase of development of the Project
will be provided by the Developer and other sources. The availability of funding for the completion of the Project
will depend upon the demand for residential lots or units within the Project and local, regional and national market
and economic conditions. No assurance is given that funding will be obtained for all phases of development of the
Project, or, if obtained, will be in an amount sufficient to complete development of the Project. If satisfactory funding
is unavailable, completion of the development of the balance of the Project may be delayed or suspended.
Public and private on-site and off-site improvements may increase the public and private debt for which the
land within the District including the Assessed Lots is security. The burden of additional debt would be placed on the
land within the District to complete the necessary improvements. See “RISK FACTORS – Direct and Overlapping
Indebtedness and Taxes.”
Completion of the Public Infrastructure and the Other Infrastructure
The construction of infrastructure for development of the land in the District (including in the Assessed Lots)
is not yet complete. See “THE PUBLIC INFRASTRUCTURE” and “THE OTHER INFRASTRUCTURE”. The cost
and time for completion of all of such improvements is uncertain and may be affected by changes like those described
herein. If cost overruns result in delay of construction, or if other delays are experienced, the sale of lots and
construction of homes may be delayed. Failure or inability to complete proposed development, including development
of necessary utilities, could affect adversely development of the land in the District.
Availability of Utilities
Wastewater Treatment. “Notices of intent to serve” from the City to provide wastewater collection and
treatment service and health certificates from the County are necessary conditions to the ability to record a final plat,
construct and sell homes. Representatives of the City have indicated that the process of expansion described under
the heading “THE OTHER INFRASTRUCTURE” is expected to provide sufficient capacity in the existing wastewater
treatment plant (“WTP”) to service the needs of the unserved portion of the Project. However, capacity is not
guaranteed either as to amount or time of availability and, if, for instance, development of other land to be serviced
by the WTP is accelerated or the scheduling for the Project is delayed, competing developments which are also to be
serviced by the WTP could take capacity otherwise needed for the Project on a “first come first serve” basis, leaving
the Project to wait for capacity in the subsequent expansion described hereinabove and delaying development of the
Project.
Representatives of the City have indicated that commitments for service are being monitored in a way that is
intended to manage expectations about needs for capacity in the WTP. Future expansions of the WTP are presently
planned to be funded as described hereinabove, but the Developer does not have any obligation at this time to fund
construction costs (it just has a right to do so in order to receive service). The present wastewater impact fees of the
City for capacity are below the cost to design and construct future expansions and would be in inadequate if relied on
alone to provide for such expansions. There is a risk that capacity will not be available if service is provided without
first requiring landowners to pay the cost of additional expansions which could delay development of the Project.
Water Service. As described under the heading “THE PUBLIC INFRASTRUCTURE”, the water
infrastructure necessary to serve Phase I, is under development. Substantially all of the water production facilities
(wells, pumps, storage tanks, treatment equipment, etc.) and transmission facilities (pipes, etc.) required to serve the
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expansion program that includes the drilling of new wells, additional storage capacity, groundwater treatment
(including arsenic remediation) and blending and distribution system extensions needs to be completed.
The City is not designated as having an assured water supply pursuant to applicable Arizona law. As such,
the remaining owners of land within the boundaries of the Project must obtain a certificate of assured water supply
from the Arizona Department of Water Resources (“ADWR”) in order to subdivide the property and record final
plats.
A certificate of assured water supply issued by ADWR, which can be terminated or modified by ADWR should
circumstances warrant prior to home closings, is a necessary condition to the ability to final plat, construct and sell
homes. Two assured water certificates were originally issued covering the lands included in Floreo. The applicable
portions of these certificates will be assigned to homebuilders as development progresses. An assured water supply
means that, to the satisfaction of ADWR, sufficient water of adequate quality will be continuously available to satisfy
the water needs of the proposed uses for at least 100 years, that any projected groundwater use is consistent with the
management plan for the Phoenix Active Management Area approved by ADWR and achievement of the management
goal for the Phoenix Active Management Area, and that financial capability to construct the delivery system and any
necessary treatment works has been demonstrated to ADWR. Evidence of a legal right to pump and that facilities will
be built (including treatment facilities) must be provided. The City must supply “notices of intent to serve” required
by the ADWR in connection with such applications.
Staff of the City monitor the availability and quantity of water being provided as part of the platting process
throughout the City. As part of such monitoring process, representatives of the City have indicated that sufficient well
capacity has been or is being provided by the City for the rest of the City’s water service area so that such areas will
not deplete capacity necessary to serve the Project. However, capacity is not guaranteed either as to amount or time
and, if, for instance, development of other land to be serviced by the wells is accelerated or the scheduling for the
Project is delayed, competing developments which are also to be serviced by such wells could take capacity otherwise
needed for the Project, leaving the Project to wait for capacity in subsequently constructed facilities and delaying
development of the Project.
Direct and Overlapping Indebtedness and Taxes
The ability of an owner of an Assessed Lot to pay the Special Assessment could be affected by the existence
of other taxes and assessments imposed upon the Assessed Lots. The District and other public entities whose
boundaries overlap those of the District could, without the consent of the District and, in certain cases, without the
consent of the owners of the land within the District, impose additional ad valorem taxes or assessment liens on the
property within the District in order to finance public improvements to be located inside or outside of the District.
(The existing public debt relating to the District is set forth in “OVERLAPPING, ADDITIONAL OVERLAPPING
AND OTHER DEBT AND OTHER OVERLAPPING TAXES.”) The lien created on the property within the District
through the levy of ad valorem taxes would be superior and paramount to that for the Special Assessments securing
the Bonds. The imposition of additional superior and paramount liens, or subordinate liens in the case of future
special assessments, or for that matter for private financing, may reduce the ability or willingness of the landowners
to pay the Special Assessments. In that event, there could be a default in the payment of the Bonds.
Appraised Value
The Appraisal was prepared for the purpose of providing the opinion of the Appraiser of “market value” of
the Assessed Lots. See “SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS - Special Assessment
Amounts and Land Values - Appraisal Values” and Appendix C – “EXECUTIVE SUMMARY OF APPRAISAL.”
Subject to the limitations, terms and conditions thereof, the Appraisal provides the opinion of the Appraiser
of “market value” assuming, among other things, a cash transaction or one involving financing at market terms after
a reasonable exposure time and satisfactory completion of master-plan infrastructure pertaining to the subject
properties as described therein and summarized in the Executive Summary of Appraisal. Each of the Assessed Lots
has an overall “as is” lot value to assessment lien ratio of not less than 8.9 to 1 as of the valuation date described in
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the Appraisal. The “as is” lot value to assessment lien ratio of each individual lot is different though. See “RISK
FACTORS - Failure or Inability to Complete Proposed Development” and “- Completion of the Public Infrastructure
and the Other Infrastructure.”
There can be no assurance that the values described in the Executive Summary of Appraisal are accurate or
that the assumptions relied upon in the Appraisal were accurate. There can be no assurance that the values
determined in the Appraisal are related in any way to future value or the value as of the date of any default under the
Bonds. No assurance can be given that should any Assessed Lot become delinquent due to unpaid Special
Assessments, and be foreclosed upon and sold for the amount of such delinquency, that any bid would be received or,
if a bid is received, that such bid would be sufficient to pay such delinquent Special Assessment or would approximate
the appraised value.
Non-Payment of Assessments
As discussed below, payments with respect to the Special Assessments could be insufficient to pay the Bonds
due to nonpayment of the amounts levied.
In order to pay debt service on the Bonds, it is necessary that the Special Assessments be paid in a timely
manner. Should a Special Assessment not be paid on time, the District has established the Reserve Fund in the amount
of the Reserve Fund Requirement to pay debt service on the Bonds to the extent other funds are not available therefor.
Foreclosure proceedings will be instituted against any property with a delinquent Special Assessment in
order to obtain funds to pay debt service on the Bonds. If foreclosure proceedings were ever instituted, any mortgage
or deed of trust holder could, but would not be required to, advance the amount of the delinquent Special Assessment
to protect its security interest. See “SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS - Foreclosure
Process” for provisions which apply if foreclosure is required and which the District is required to follow in the event
of delinquency in the payment of a Special Assessment.
If amounts are withdrawn from the Reserve Fund to make payments on the Bonds on account of a default in
a Special Assessment, the amount received by the District from the corresponding Assessed Lot, after the deduction
of the expenses of sale, will be paid over and credited to the Reserve Fund.
Bankruptcy and Foreclosure Delays
The payment of the Special Assessments and the ability of the District to foreclose the lien of delinquent,
unpaid Special Assessments may be limited by bankruptcy, insolvency or other laws generally affecting creditors’
rights or by the laws of Arizona relating to judicial foreclosure.
The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond
Counsel’s approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by
bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally.
Although bankruptcy proceedings would not cause the Special Assessments to become extinguished,
bankruptcy of a property owner could result in a delay in foreclosure proceedings and could result in the possibility
of a delinquent Special Assessment not being paid in full. Such a delay would increase the likelihood of a delay or
default in payment of the principal of and interest on the Bonds.
Depletion of Reserve Fund
Failure of the owners of the Assessed Lots to pay the Special Assessments when due could result in the rapid,
total depletion of the Reserve Fund prior to replenishment from the resales of property upon a foreclosure or otherwise
or delinquency redemptions after a foreclosure sale, if any. There could be a default in payments of the principal of,
and interest on, the Bonds if sufficient amounts are not available in the Reserve Fund.
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Environmental Matters
The Project, including the phase of the development plan which represents the real estate development
encompassing the Assessed Lots, will be subject to risks arising out of environmental, archeological and biological
considerations generally associated with the ownership of real estate and the construction of improvements located
thereon. Such risks include, in general, potential liability arising as a result of any contamination later discovered
on the site and the possibility of a decline in property values in the Project resulting from any contamination on the
site or from the proximity of the site to other contaminated areas; or discovery of archeological artifacts located on
the site or in the vicinity of the site; or discovery of endangered species of animals, plants or other habitat for
endangered species. Liability may arise under a variety of federal, state or local laws and regulations, including, but
not limited to, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Resource
Conservation and Recovery Act (RCRA), the Endangered Species Act and the National Historical Preservation Act.
Amendment of Documents Referenced
The reports, inspections and other documents described in this Official Statement may be modified, updated
or amended (as new reports and/or inspections may be obtained), and such modifications may materially and
adversely affect the development of the property (e.g., updating of environmental reports).
The development of the Assessed Lots is in the early phases. Circumstances could change as the development
process continues and other issues are raised or new developers, homebuilders or owners become involved.
Accordingly, the Developer anticipates that there may be significant changes to the agreements and contracts
summarized in this Official Statement to address any such issues. Because the existing contracts and agreements are
subject to change, the summaries of any contracts or agreements contained hereinabove may not accurately reflect
the future conditions relating to the development of the Assessed Lots and the District; however, the Developer does
not presently anticipate that any modifications of the current contracts or agreements would materially adversely
affect the repayment of the Bonds.
No Credit Rating
No credit rating for the Bonds has been sought, nor is it anticipated that any such rating will be applied for.
There can be no guarantee that there will be a secondary market for the Bonds, or, if a secondary market exists, that
such Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of
adverse history or economic prospects connected with a particular issue, secondary market trading in connection
with a particular issue is suspended or terminated. Additionally, prices of issues for which a market is being made
will depend upon the then generally prevailing circumstances. Such prices could be substantially different from the
original purchase price.
Projections
Included in this Official Statement are various projections for lot closings, completion dates, completion
costs and other items. The projections are based on assumptions concerning future events and should be viewed with
an abundance of caution. Circumstances that may not yet be ascertainable, which the Developer believes to be
significant and which the Developer cannot control may also exist. There are usually differences between projections
and results because events frequently do not occur as expected, and those differences may be material. There can be
no assurances that the various projections set forth in this Official Statement can be achieved.
Risk of Internal Revenue Service Audit
The Internal Revenue Service (the “Service”) has announced a program of auditing tax-exempt bonds which
can include those issued by special purpose governmental units, such as the District, for the purpose of determining
whether the Service agrees (a) with the determination of Bond Counsel that interest on the Bonds is tax-exempt for
federal income tax purposes or (b) that the District is in or remains in compliance with Service regulations and rulings
applicable to governmental bonds such as the Bonds. The commencement of an audit of the Bonds could adversely
affect the market value and liquidity of the Bonds, regardless of the final outcome. An adverse determination by the
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Service with respect to the tax-exempt status of interest on the Bonds could be expected to adversely impact the
secondary market, if any, for the Bonds, and, if a secondary market exists, would also be expected to adversely impact
the price at which the Bonds can be sold. The Bond Resolution does not provide for any adjustment to the interest
rates borne by the Bonds in the event of a change in the tax-exempt status of the Bonds. Owners of the Bonds should
note that, if the Service audits the Bonds, under current audit procedures the Service will treat the District as the
taxpayer during the initial stage of the audit, and the owners of the Bonds will have limited rights to participate in
such procedures. There can be no assurance that the District will have revenues available to contest an adverse
determination by the Service. No transaction participant, including the District, the Financial Advisor, the Developer,
counsel to the Developer, Bond Counsel, counsel to the Underwriter, or the Underwriter is obligated to pay or
reimburse the owner of any of the Bonds for audit or litigation costs in connection with any legal action, by the Service
or otherwise, relating to the Bonds. There can be no assurance that an audit by the Service of the Bonds will not be
commenced. However, the District has no reason to believe that any such audit will be commenced, or that if
commenced, an audit would result in a conclusion of noncompliance with any applicable Service position, regulation
or ruling. No rulings have been or will be sought from the Service with respect to any federal tax matters relating to
the issuance, purchase, ownership, receipt or accrual of interest upon, or disposition of the Bonds. See also “TAX
EXEMPTION” herein.
No District Financial Statements
The District is not required to prepare financial statements and has not previously prepared financial
statements.
No Review of Filings
As described in “LAND DEVELOPMENT” and in footnote (a) to Table 5, none of the District, the
Underwriter, the Financial Advisor, the Developer, Bond Counsel or counsel to the Underwriter or the Developer
have examined the information set forth in the Filings for accuracy or completeness, or examined similar information
for entities or their parent companies that are not subject to same or similar informational requirements.
Tariffs
On April 2, 2025, President Trump announced new tariffs on several nations. On April 9, 2025, President
Trump announced a 90-day pause on such tariffs, with the exception of certain tariffs on China. As of the date of this
Official Statement, none of the City, the District or the Developer are able to predict the impacts of these tariffs, if
any, applicable to development of the Project. The risk of higher costs for the development of the Project and
construction of residential homes does exist. This risk would be due to increases in the cost of materials for
development of the Project. In connection with tariffs, none of the City, the District or the Developer are able to
predict the impact, if any, on any supply chain disruptions for materials. To the extent there are increased costs
incurred by the Developer, the Developer anticipates that all or a portion of such increased costs would be passed
through to homebuyers. As of the date of this Official Statement, the Developer is unable to predict the impact, if any,
of increased home prices due to tariffs, but it may result in less home sales or generally slower development of the
Project.
LITIGATION
At the time of delivery and payment for the Bonds, appropriate representatives of the District will certify
that, except as disclosed herein, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, regulatory agency, public board or body, pending or overtly threatened against the District affecting
the existence of the District, or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the
sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Bond Resolution, or the
collection or application of any revenues providing for the payment of the Bonds, or in any way contesting or affecting
the validity or enforceability of the Bonds, the Bond Resolution, any action of the District contemplated by any of the
said documents, or the collection or application of the revenues provided for the payment of the Bonds, or in any way
contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or
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contesting the powers of the District or its authority with respect to the Bonds or any action of the District contemplated
by any of said documents.
TAX EXEMPTION
In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and assuming
continuing compliance with certain restrictions, conditions and requirements by the District as described below,
interest income on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State
income taxes. The opinion of Bond Counsel will be dated as of the date of initial delivery of the Bonds. The form of
such opinion is included as Appendix B – “FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL”
attached hereto.
The Internal Revenue Code of 1986, as amended (the “Code”), imposes various restrictions, conditions and
requirements relating to the continued exclusion of interest income on the Bonds from gross income for federal income
tax purposes, including a requirement that the District rebate to the federal government certain of its investment
earnings with respect to the Bonds. The District has covenanted to comply with the provisions of the Code relating to
such matters and the opinion of Bond Counsel assumes continuing compliance with such covenants. Failure to comply
with such restrictions, conditions and requirements could result in the interest income on the Bonds being included as
gross income for federal income tax purposes, under certain circumstances, from the date of initial issuance. The
Bonds do not provide for an adjustment in the interest rate or yield in the event of taxability and an event of taxability
does not cause an acceleration of the principal on the Bonds.
The Code also imposes an “alternative minimum tax.” A taxpayer’s “alternative minimum taxable income”
(“AMTI”) is its taxable income with certain adjustments. Interest income on the Bonds is not an item of tax preference
to be included in the AMTI. Notwithstanding the preceding sentence, such interest is taken into account in determining
the annual adjusted financial statement income of applicable corporations (as defined in Section 59(k) of the Code)
for the purpose of computing the alternative minimum tax imposed on corporations.
Although Bond Counsel will render an opinion that, as of the delivery date of the Bonds, interest income on
the Bonds is excluded from gross income for federal income tax purposes, the accrual or receipt of interest on the
Bonds may otherwise affect a Beneficial Owner’s (as defined in Appendix E – “BOOK-ENTRY-ONLY SYSTEM”)
federal tax liability. Certain taxpayers may experience other tax consequences. Taxpayers who become Beneficial
Owners of the Bonds, including without limitation, corporations subject to the branch profits tax, financial institutions,
certain insurance companies, certain subchapter S corporations, individuals who receive Social Security or Railroad
Retirement benefits and taxpayers who have or are deemed to have incurred indebtedness to purchase or carry tax
exempt obligations, should consult their tax advisors as to the applicability of such tax consequences to the respective
Beneficial Owner. The nature and extent of these other tax consequences will depend upon the Beneficial Owner’s
particular tax status and the Beneficial Owner’s other items of income or deduction. Bond Counsel expresses no
opinion regarding any such other tax consequences.
The Bonds are not “private activity bonds” within the meaning of Section 141 of the Code.
From time to time, there are legislative proposals in Congress, which, if enacted or made effective, could
alter or amend the federal tax matters referred to above or adversely affect the market value and marketability
(liquidity) of the Bonds. Any such change that occurs before initial delivery of the Bonds could cause Bond Counsel
to deliver an opinion substantially different from the opinion shown in Appendix B – “FORM OF APPROVING
LEGAL OPINION OF BOND COUNSEL.” The extent of change in Bond Counsel’s opinion cannot be determined
at this time. It cannot be predicted whether, when or in what form any such proposal or proposals might be enacted or
whether, if enacted, such proposal or proposals would apply to obligations (such as the Bonds) issued prior to the
enactment or effective date. Prospective purchasers should consult with their own tax advisors regarding any other
pending or proposed federal income tax legislation.
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ORIGINAL ISSUE DISCOUNT
The initial public offering prices of the Bonds maturing on July 1, 20__ through and including July 1, 20__
(collectively, the “Discount Bonds”), are less than the respective amounts payable at maturity. As a result, the
Discount Bonds will be considered to be issued with original issue discount. The difference between the initial public
offering price (assuming it is the first price at which a substantial amount of that maturity of Discount Bonds was sold,
the “OID Issue Price”) of the Discount Bonds and the amount payable at maturity of the Discount Bonds will be
treated as “original issue discount.” With respect to a Beneficial Owner who purchases a Discount Bond in the initial
public offering at the OID Issue Price and who holds the Discount Bond to maturity, the full amount of original issue
discount will constitute interest income which is not includible in the gross income of the Beneficial Owner of the
Discount Bond for federal income tax purposes and Arizona income tax purposes and that Beneficial Owner will not,
under present federal income tax law and present Arizona income tax law, realize a taxable capital gain upon payment
of the Discount Bond at maturity.
The original issue discount on each of the Discount Bonds is treated for federal income tax purposes and
Arizona income tax purposes as accreting daily over the term of such Discount Bond on the basis of a constant interest
rate compounded at the end of each six-month period (or shorter period from the date of original issue) ending on
January 15 and July 15 (with straight-line interpolation between compounding dates).
The amount of original issue discount accreting each period will be added to the Beneficial Owner’s tax basis
for the Discount Bond. The adjusted tax basis will be used to determine taxable gain or loss upon disposition of the
Discount Bond. An initial Beneficial Owner of a Discount Bond who disposes of the Discount Bond prior to maturity
should consult his or her tax advisor as to the amount of the original issue discount accrued over the period held and
the amount of taxable gain or loss upon the sale or disposition of the Discount Bond prior to maturity.
The Code contains certain provisions relating to the accretion of original issue discount in the case of
subsequent Beneficial Owners of the Discount Bonds. Beneficial Owners who do not purchase the Discount Bonds
in the initial offering at the OID Issue Price should consult their own tax advisors with respect to the tax consequences
of the ownership of Discount Bonds.
A portion of the original issue discount that accretes in each year to a Beneficial Owner of a Discount Bond
may result in certain collateral federal income tax consequences as described in “TAX EXEMPTION” herein.
Beneficial Owners of Discount Bonds in states other than Arizona should consult their own tax advisors with
respect to the state and local tax consequences of owning Discount Bonds.
BOND PREMIUM
The initial public offering prices of the Bonds maturing on July 1, 20___ through and including July 1, 20__
(collectively, the “Premium Bonds”) are greater than the amount payable on such Premium Bonds at maturity. An
amount equal to the difference between the initial public offering price of a Premium Bond (assuming that a substantial
amount of the Premium Bonds of that maturity are sold to the public at such price) and the amount payable at maturity
constitutes premium to the initial Beneficial Owner of such Premium Bonds. The basis for federal income tax purposes
of a Premium Bond in the hands of such initial Beneficial Owner must be reduced each year by the amortizable bond
premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable
bond premium. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to
be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The
amount of premium which is amortizable each year by an initial Beneficial Owner is determined by using such
Beneficial Owner’s yield to maturity. Beneficial Owners of the Premium Bonds should consult with their own tax
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advisors with respect to the determination of amortizable bond premium with respect to the Premium Bonds for federal
income tax purposes and with respect to the state and local tax consequences of owning Premium Bonds.
NO CREDIT RATING
The District has not made, and does not contemplate making, application to any rating agency for the
assignment of a rating to the Bonds. See “RISK FACTORS - No Credit Rating.”
FINANCIAL STATEMENTS
The District has not previously prepared financial statements. There can be no assurances that the District
will prepare financial statements in the future. In addition, as a “blended component unit” of the City, certain
information regarding the District is contained in the City’s comprehensive annual financial reports. The City’s
comprehensive annual financial report for the fiscal year ended June 30, 2024, is publicly available and is available
upon request from the District Treasurer.
LEGAL MATTERS
Legal matters incident to the issuance of the Bonds and with regard to the tax-exempt status of the interest
thereon are subject to the legal opinion of Gust Rosenfeld P.L.C., Phoenix, Arizona, Bond Counsel. (See “TAX
EXEMPTION” herein.) Signed copies of the opinion, dated and speaking only as of the date of delivery of the Bonds,
will be delivered upon the initial delivery of the Bonds in substantially the form of Appendix B hereto. Certain legal
matters will be passed upon for the District by Gust Rosenfeld P.L.C., for the Underwriter by Greenberg Traurig, LLP,
Phoenix, Arizona, counsel to the Underwriter and for the Developer by Fennemore Craig, P.C., Phoenix, Arizona.
See “RELATIONSHIPS AMONG PARTIES”.
The various legal opinions to be delivered concurrently with the delivery of the Bonds express the
professional judgment of the attorneys rendering the opinions as to the legal issue explicitly addressed therein. By
rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional
judgment, of the transaction opined upon, or of the future performance of parties to the transaction. Nor does the
rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.
UNDERWRITING
The Bonds will be purchased by Raymond James & Associates, Inc. (the “Underwriter”) at an aggregate
purchase price of $_____________, pursuant to a purchase contract (the “Purchase Contract”) entered into by and
between the District and the Underwriter. If the Bonds are sold to produce the prices or yields shown on the inside
front cover page hereof, the Underwriter’s compensation will be $_________. The Purchase Contract provides that
the Underwriter will purchase all of the Bonds so offered if any are purchased. The Underwriter may offer and sell
the Bonds to certain dealers (including dealers depositing the Bonds into unit investment trusts) and others at prices
higher or yields lower than the public offering prices or yields stated on the inside front cover page hereof. The initial
offering prices or yields set forth on the inside front cover page hereof may be changed, from time to time, by the
Underwriter without amendment of the Official Statement.
CONTINUING DISCLOSURE
The District will covenant for the benefit of the owners of the Bonds to provide certain financial information
and operating data relating to the District by not later than February 1 of each year commencing February 1, 2026 (the
“Annual Reports”), and to provide notices of the occurrence of certain enumerated events (the “Notices of Listed
Events”). The Annual Reports and the Notices of Listed Events will be filed by the District in accordance with the
rule. The specific nature of the information to be contained in the Annual Reports and in the Notices of Listed Events
is set forth in Appendix D - “FORM OF CONTINUING DISCLOSURE UNDERTAKING,” which includes the form
31
of continuing disclosure undertaking which will be executed by the District with respect to the Bonds (the
“Undertaking”).
These covenants will be made in order to assist the Underwriter in complying with the Commission Rule
15c2-12(b)(5) (the “Rule”). A failure by the District to comply with these covenants must be reported in accordance
with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the
purchase or sale of the Bonds in the secondary market. Should the District not comply with such covenants, it has
covenanted to provide notice of such fact through EMMA. A failure to provide continuing disclosure may adversely
affect the transferability and liquidity of the Bonds and their market price.
The District has not previously entered into any continuing disclosure undertakings regarding the issuance
of bonds.
FINANCIAL ADVISOR
Hilltop Securities Inc. (the “Financial Advisor”) has been engaged by the District for the purpose of advising
the District as to certain debt service structuring matters specific to the Bonds and on certain matters relative to the
District’s debt financing program. The Financial Advisor has assisted in the assembly and preparation of this Official
Statement at the direction and on behalf of the District. No person is entitled to rely on the Financial Advisor’s
participation as an assumption of responsibility for, or an expression of opinion of any kind with regard to, the accuracy
or completeness of the information contained herein.
RELATIONSHIPS AMONG PARTIES
Gust Rosenfeld P.L.C., Bond Counsel, has acted as counsel to the Underwriter in other transactions
underwritten by the Underwriter and as bond counsel in other transactions underwritten by the Underwriter.
Greenberg Traurig, LLP, counsel to the Underwriter, has acted as bond counsel in other transactions underwritten by
the Underwriter. Gust Rosenfeld P.L.C. and Greenberg Traurig, LLP, have also acted as bond counsel and/or counsel
to the Underwriter with respect to bonds issued by the City and other overlapping political subdivisions. The
Underwriter and the Financial Advisor have underwritten or acted as financial advisor on other transactions together
and expect to do so in the future.
CONCLUDING STATEMENT
The summaries or descriptions contained herein and all references to other materials not purporting to be
quoted in full are only brief outlines of certain provisions thereof and do not constitute complete statements of such
provisions and do not summarize all the pertinent provisions of such documents.
All projections, forecasts and other information in this Official Statement involving matters of opinion,
whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is
not to be construed as a contract or agreement between the District and the purchasers or holders of any of the Bonds.
The attached Appendices A through F are integral parts of this Official Statement and must be read together with all
of the foregoing statements.
This Official Statement has been approved, executed and delivered by the District.
FLOREO AT TERAVALIS COMMUNITY FACILITIES
DISTRICT (CITY OF BUCKEYE, ARIZONA)
By
..............................................................................................
Chairman, Board of Directors
A-1
APPENDIX A
INFORMATION REGARDING
THE CITY OF BUCKEYE, ARIZONA
The following information is given as background information concerning the City. THE BONDS WILL NOT
BE AN OBLIGATION OF THE CITY. The Bonds will be secured and payable only as described under “SECURITY
FOR AND SOURCES OF PAYMENT OF THE BONDS” herein. The holders of the Bonds will have no right to
payment except as described therein.
General
The City is located approximately 30 miles from downtown Phoenix, Arizona (“Phoenix”), with its City Hall
approximately four miles south of Interstate 10 on State Route 85. The City was founded in 1888 and incorporated in
1929. The City’s municipal boundaries encompass approximately 650 square miles and the City sits at an elevation
of 888 feet above sea level. Not all property within the perimeter boundaries of the City is annexed into the City,
however, over 392 square miles are annexed into the City.
The following table illustrates respective population statistics for the City, the County, and the State.
POPULATION STATISTICS
Calendar
Years
City of
Buckeye
Maricopa
County
State of
Arizona
2024 Estimate (a)
113,349
4,726,247
7,621,703
2020 Census
91,502
4,420,568
7,151,502
2010 Census
50,876
3,817,117
6,392,017
2000 Census
8,497
3,072,149
5,130,632
1990 Census
4,436
2,122,101
3,665,339
1980 Census
3,434
1,509,175
2,716,546
(a)
Estimate as of December 2024.
Source:
Arizona Office of Economic Opportunity, in cooperation with the U.S. Department of Labor, Bureau of
Labor Statistics.
Government
The City operates under a Council-Manager form of government. The Mayor is elected at large, and the
six Council members are elected in districts, all to four-year terms. The City Council appoints a City Manager who
has full responsibility for carrying out Council policies and administering operations.
The City provides a portion of its residents with water and sewer services; electricity is provided by Arizona
Public Service Company, natural gas is provided by Southwest Gas Company and telephone service is provided by
CenturyLink Communications Inc. In some areas of the City, water and/or sewer services are provided by private
utility companies.
A-2
Economy
The Roosevelt Irrigation District and Buckeye Water Conservation and Drainage District canals provide a
renewable supply of water for the City’s farming needs. Employment for the City’s residents is provided by
agricultural activity services, education, government and the nearby Palo Verde Nuclear Plant. The Palo Verde
Nuclear Plant is located approximately 20 miles west of the City and is outside the boundaries of the City. The close
proximity of the City to the greater Phoenix metropolitan area also provides employment. Part of the City’s
agricultural production includes Pima cotton which is processed in local cotton gins and exported worldwide. See
below for certain historic employment information and a list of major employers located in and within close proximity
of the City.
MAJOR EMPLOYERS
City of Buckeye, Arizona
Employer
Description
Approximate
Number of
Employees
Walmart
Retail
1,590
State of Arizona
Government
1,300
City of Buckeye
Government
740
Litchfield Elementary School District No. 79
Education
490
Buckeye Elementary School District No. 33
Education
460
Fry’s Food Stores
Grocery
420
Clayton Homes
Homebuilder
300
Funko
Distribution
300
The Odyssey Preparatory Academy
Education
240
Liberty Elementary School District No. 25
Education
160
Source:
Maricopa Association of Governments, Employer Database.
The table below illustrates the unemployment rate averages for the City.
UNEMPLOYMENT RATE AVERAGES
Calendar
Year
City of
Buckeye (a)
2025 (b)
4.2%
2024
4.2
2023
4.6
2022
4.5
2021
6.1
2020
7.9
(a)
Each year, historical estimates from the Local Area Unemployment Statistics (LAUS) program are revised to
reflect new population controls from the Census Bureau, updated input data, and re-estimation. The data for
model-based areas also incorporate new seasonal adjustment, and the unadjusted estimates are controlled to
new census division and U.S. totals. Substate area data subsequently are revised to incorporate updated inputs,
re-estimation, and controlling to new statewide totals.
(b)
Data is seasonally adjusted, is preliminary and is an average as of March 2025.
Source:
Arizona Office of Economic Opportunity, in cooperation with the U.S. Department of Labor, Bureau of
Labor Statistics.
A-3
The County’s economy is based on high technology manufacturing, light manufacturing and commercial
activities (including construction and trade), tourism, government and agriculture. The table below illustrates the
employment structure of the County.
NON-AGRICULTURAL EMPLOYMENT STRUCTURE
Maricopa County, Arizona
2024 (a)
Percent
of Total
Mining and construction
7.5%
Manufacturing
5.9
Trade, transportation and utilities
18.9
Information
1.6
Financial activities
8.6
Professional and Business Services
15.8
Educational and Health Services
17.4
Leisure and Hospitality
10.9
Services and miscellaneous
3.2
Government
10.1
Total
100.0%
(a)
Data through August 2024.
Source:
Arizona Office of Economic Opportunity, prepared in cooperation with the U.S. Department of Labor,
Bureau of Labor Statistics.
LABOR FORCE AND NONFARM EMPLOYMENT AVERAGES
Maricopa County, Arizona
(a)
Data through January 2025.
Source:
Arizona Office of Economic Opportunity, prepared in cooperation with the U.S. Department of Labor,
Bureau of Labor Statistics.
2025 (a)
2024
2023
2022
2021
2020
Mining and construction
175,700
177,800
168,200
152,400
139,100
135,100
Manufacturing
140,400
142,600
142,300
140,400
133,700
129,900
Trade, transportation and utilities
457,900
456,800
454,700
447,400
427,100
401,900
Information
38,800
39,500
42,200
42,800
39,700
37,400
Financial activities
206,200
206,700
209,200
214,600
214,300
206,600
Professional and business services
376,500
379,000
385,200
383,500
367,400
352,200
Education and health services
408,300
398,800
379,600
359,100
339,100
329,300
Leisure and hospitality
255,900
254,300
245,800
229,900
206,200
187,200
Other services
76,000
75,400
74,900
71,400
66,800
60,100
Government
239,400
231,300
225,900
218,500
216,500
218,400
2,375,100
2,362,200
2,328,000
2,260,000
2,149,900
2,058,100
A-4
Commerce
The following table illustrates taxable sales collections for the City.
MUNICIPAL PRIVILEGE TAX COLLECTIONS
City of Buckeye, Arizona
($000s omitted)
Fiscal
Year
Amount
2024/25 (a)
$94,400
2023/24
86,256
2022/23
73,845
2021/22
63,016
2020/21
54,001
2019/20
41,285
(a) Budgeted data provided by the City, which is a forward-looking statement and subject to change.
Source:
City Annual Comprehensive Financial Reports Fiscal Years 2019/20 through 2023/24.
Bank Deposit
The following table illustrates bank deposits for the County.
BANK DEPOSITS
Maricopa County, Arizona
(in Millions)
Fiscal
Year
Amount
2024
$163,404
2023
163,826
2022
178,327
2021
158,003
2020
132,017
Source:
Federal Deposit Insurance Corporation.
B-1
APPENDIX B
FORM OF APPROVING LEGAL OPINION OF BOND COUNSEL
[Closing Date]
District Board
Floreo at Teravalis Community Facilities District
(City of Buckeye, Arizona)
Re:
Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona)
Special Assessment District No. 1
Special Assessment Revenue Bonds, Series 2025
Honorable Board:
At your request we have examined the official proceedings leading to the issuance of $10,970,000* aggregate
principal amount of Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) Special Assessment
District No. 1 (the “Special Assessment District”) Special Assessment Revenue Bonds, Series 2025 (the “Bonds”), dated
August __, 2025, issued by the Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) (the
“District”).
We have examined the law and such documents and matters as we have deemed necessary to render this opinion
including, without limitation, Resolution RES [XX-25], passed and adopted by the Board of Directors of the District (the
“District Board”) on July 1, 2025 (the “Resolution”). As to questions of fact material to our opinion we have relied upon,
and assumed due and continuing compliance with the provisions of, the proceedings and other documents, and have
relied upon certifications, covenants and representations furnished to us without undertaking to verify the same by
independent investigation, including, without limitation, those with respect to causing interest on the Bonds to be and
remain excluded from gross income for federal income tax purposes.
Based upon the foregoing, we are of the opinion, as of this date, which is the date of initial delivery of the Bonds
against payment therefor, that:
1.
The District is duly created and validly existing as a community facilities district and political
subdivision of the State of Arizona with power to pass and adopt the Resolution, perform the agreements on its part
contained therein and issue the Bonds.
2.
The Resolution has been duly passed and adopted by the District Board and is valid and
binding upon and enforceable against the District.
3.
The Bonds and the proceedings leading to and including the issuance thereof are legal and
constitute a valid and binding special assessment obligations of the District.
4.
The Bonds are payable solely from the funds pledged pursuant to the Resolution and from
payments of the unpaid assessments upon the real property within the boundaries of the Special Assessment District
assessed for the improvements which have been validly levied.
5.
Under existing laws, regulations, rulings and judicial decisions, the interest income on the
Bonds is excludable from gross income for the purpose of calculating federal income taxes and is exempt from Arizona
income taxes. Interest income on the Bonds is not an item of tax preference to be included in computing the alternative
____________________________
* Preliminary, subject to change.
B-2
minimum tax; however, such interest is taken into account in determining the annual adjusted financial statement income
of applicable corporations (as defined in Section 59(k) of the Code (as defined herein)) for the purpose of computing the
alternative minimum tax. The Bonds are not private activity bonds within the meaning of Section 141 of the Internal
Revenue Code of 1986, as amended (the “Code”). We express no opinion regarding other federal tax consequences
arising with respect to the Bonds.
The Code imposes various restrictions, conditions and requirements relating to the continued exclusion of
interest income on the Bonds from gross income for federal income tax purposes, including a requirement that the District
rebate to the federal government certain of the investment earnings with respect to the Bonds. Failure to comply with
such restrictions, conditions and requirements could result in the interest income on the Bonds being included as gross
income for federal income tax purposes from their date of issuance. The District has covenanted to comply with the
restrictions, conditions and requirements of the Code necessary to preserve the tax-exempt status of the Bonds. For
purposes of this opinion we have assumed continuing compliance by the District with such restrictions, conditions and
requirements.
The rights of the owners of the Bonds and the enforceability of those rights and the rights and obligations of the
District with respect to the Resolution and to collection of taxes may be subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors’ rights and the enforcement of those rights may be subject to the exercise
of judicial discretion in accordance with general principles of equity.
Respectfully submitted,
C-1
APPENDIX C
EXECUTIVE SUMMARY OF APPRAISAL
D-1
APPENDIX D
FORM OF CONTINUING DISCLOSURE UNDERTAKING
$10,970,000*
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
SPECIAL ASSESSMENT DISTRICT NO. 1
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(CUSIP BASE NUMBER _________)
This Undertaking is executed and delivered by Floreo at Teravalis Community Facilities District (City of
Buckeye, Arizona) (the “Issuer”), in connection with the issuance of the captioned municipal securities (the
“Securities”) for the benefit of the owners of the Securities, being the registered owners thereof or any person which
has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any of the
Securities (including persons holding the Securities through nominees, depositories or other intermediaries) or is
treated as the owner of any Securities for federal income tax purposes.
Section 1.
Definitions.
“Annual Report” shall mean any annual report provided by the Issuer pursuant to, and as described
in, Section 2.
“Authorizing Document” shall mean the resolution or resolutions authorizing the issuance of the
Securities.
“Dissemination Agent” shall mean any agent which has executed a dissemination agent agreement
with the Issuer and such successors and assigns of such agent.
“EMMA” shall mean the Electronic Municipal Market Access system of the Municipal Securities
Rulemaking Board. Information regarding submissions to EMMA is available at http://emma.msrb.org.
“Financial Obligation” shall mean a (i) debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a
guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official
statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule.
“Listed Events” shall mean any of the events listed in Section 3(a).
“Notice of Listed Event” shall mean any notice provided by the Issuer pursuant to, and as described
in, Section 3.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as the same may be amended from time to time.
__________________________
* Preliminary, subject to change.
D-2
Section 2.
Contents and Provision of Annual Reports.
(a)
THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, NOT LATER
THAN FEBRUARY 1 OF EACH YEAR, COMMENCING FEBRUARY 1, 2026, PROVIDE THROUGH EMMA
AN ANNUAL REPORT WHICH IS CONSISTENT WITH THE REQUIREMENTS OF SUBSECTION (b) OF THIS
SECTION.
(b)
(i)
The Annual Reports shall contain or incorporate by reference the following:
(A) Information with respect to status of amounts of delinquencies and parcels
delinquent (including amount of penalties and interest) and status of foreclosure sales by tax parcel identification
number as such matters relate to the “Special Assessments” which are the subject of TABLE 5 of the Official
Statement, dated July __, 2025; provided, however, if there are no such delinquencies nothing need be included in the
Annual Report.
(B) Current balances in the funds held pursuant to the “Reserve Fund” described in
the Official Statement.
(C) Audited financial statements for the preceding fiscal year, if any, such statements
to be prepared on the basis of generally accepted accounting principles as applied to governmental units. The Issuer
does not currently obtain audited financial statements. IF THE FISCAL YEAR OF THE ISSUER CHANGES, THE
ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, FILE A NOTICE OF SUCH
CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT.
(ii)
The Annual Report may be submitted as a single document or as separate
documents comprising a package and may incorporate by reference from other documents other information, including
final offering documents of debt issues of the Issuer or related public entities which have been submitted to the
Municipal Securities Rulemaking Board. If the document incorporated by reference is a final official statement, it
must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other
document so incorporated by reference.
(iii)
If audited financial statements are to be included in an Annual Report but are
not available in time to satisfy the requirements of Subsection (a)(i) of this Section, unaudited financial statements
must be provided at the requisite time as part of the Annual Report and as soon as possible (but not later than thirty
(30) days) after such audited financial statements become available, the audited financial statements shall be
provided through EMMA.
Section 3.
Reporting of Listed Events.
(a)
This Section shall govern the giving of notices of the occurrence of any of the following events (the
“Listed Events”) with respect to the Securities:
(i)
Principal and interest payment delinquencies.
(ii)
Non-payment related defaults, if material.
(iii)
Unscheduled draws on debt service reserves reflecting financial difficulties.
(iv)
Unscheduled draws on credit enhancements reflecting financial difficulties.
(v)
Substitution of credit or liquidity providers, or their failure to perform.
(vi)
Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or
determinations with respect to the tax status of the security, or other material events affecting the tax status of the
security.
D-3
(vii)
Modifications to rights of security holders, if material.
(viii)
Bond calls, if material, and tender offers.
(ix)
Defeasances.
(x)
Release, substitution or sale of property securing repayment of the securities, if material.
(xi)
Rating changes.
(xii)
Bankruptcy, insolvency, receivership or similar events of the obligated person, being if any
of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person,
or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession
but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a
plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the obligated person.
(xiii)
The consummation of a merger, consolidation or acquisition involving an obligated person
or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business,
the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating
to any such actions, other than pursuant to its terms, if material.
(xiv)
Appointment of a successor or additional trustee or the change of the name of the trustee, if
material.
(xv)
Incurrence of a Financial Obligation of the obligated person, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated
person, any of which affect security holders, if material.
(xvi)
Default, event of acceleration, termination event, modification of terms, or other similar
events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties.
(xvii) Notice of a failure of the obligated person to provide required annual financial information
on or before the date specified in Section 2 above, including any non-appropriation to cover applicable costs.
(b)
Whether events subject to the standard “material” would be material shall be determined under
applicable federal securities laws.
(c)
THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, PROMPTLY,
BUT NOT MORE THAN TEN (10) BUSINESS DAYS THEREAFTER, FILE A NOTICE OF LISTED EVENT
OF SUCH OCCURRENCE THROUGH EMMA.
Section 4.
Termination of Reporting Obligation. The obligations of the Issuer pursuant to this Undertaking
shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Securities. THE ISSUER
SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, GIVE NOTICE OF SUCH TERMINATION
THROUGH EMMA AS SOON AS PRACTICABLE, BUT NOT LATER THAN THE DATE AN ANNUAL
REPORT WOULD OTHERWISE HAVE BEEN DUE.
Section 5.
Amendment or Waiver.
(a)
Notwithstanding any other provision of this Undertaking, the Issuer may amend this Undertaking,
and any provision of this Undertaking may be waived, if such amendment or waiver is supported by an opinion of
counsel expert in federal securities laws, to the effect that (i) such amendment or waiver is made in connection with a
change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature
D-4
or status of the Issuer or type of business conducted; (ii) this Undertaking, as amended or affected by such waiver,
would have complied with the requirements of the Rule at the time of the primary offering of the Securities, after
taking into account any amendments or interpretations of the Rule, as well as any change in circumstances and
(iii) such amendment or waiver does not materially impair the interests of the owners of the Securities, as determined
either by parties (such as bond counsel) unaffiliated with the Issuer or by an approving vote of the registered owners
of the Securities pursuant to the terms of the Authorizing Document at the time of the amendments.
(b)
The Annual Report containing amended operating data or financial information resulting from such
amendment or waiver, if any, shall explain, in narrative form, the reasons for the amendment or waiver and the impact
of the change in the type of operating data or financial information being provided. If an amendment or waiver is
made specifying the accounting principles to be followed in preparing financial statements, the Annual Report for the
year in which the change is made shall present a comparison between the financial statements or information prepared
on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
Such comparison shall include a qualitative discussion of the differences in the accounting principles and the impact
of the change in the accounting principles on the presentation of the financial information in order to provide
information to investors to enable them to evaluate the ability of the Issuer to meet its obligations. To the extent
reasonably feasible, such comparison also shall be quantitative. IF THE ACCOUNTING PRINCIPLES OF THE
ISSUER CHANGE, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, FILE A
NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT.
Section 6.
Additional Information. Nothing in this Undertaking shall be deemed to prevent the Issuer from
disseminating any other information, using the means of dissemination set forth in this Undertaking or any other means
of communication, or including any other information in any Annual Report or Notice of Listed Event, in addition to
that which is required by this Undertaking. If the Issuer chooses to include any information in any Annual Report or
Notice of Listed Event in addition to that which is specifically required by this Undertaking, the Issuer shall have no
obligation under this Undertaking to update such information or include it in any future Annual Report or Notice of
Listed Event.
Section 7.
Default. In the event of a failure of the Issuer to comply with any provision of this Undertaking,
any owner of a Security for the benefit of which this Undertaking is being provided may take such actions as may be
necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to
comply with its obligations under this Undertaking. A default under this Undertaking shall not be deemed an event
of default for other purposes of the Authorizing Document, and the sole remedy under this Undertaking in the event
of any failure of the Issuer to comply with this Undertaking shall be an action to compel performance.
Section 8.
Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent
to assist the Issuer in satisfying the obligations of the Issuer hereunder and may discharge any such Dissemination
Agent, with or without appointing a successor Dissemination Agent.
Section 9.
Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have
only such duties as are specifically set forth in this Undertaking and the applicable, related agency agreement, and, to
the extent permitted by applicable law, the Issuer shall indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless for, from and against any loss, expense and liabilities which the
Dissemination Agent may incur arising out of or in the exercise or performance of the powers and duties of the
Dissemination Agent pursuant to this Undertaking and the applicable, related agency agreement, including the costs
and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the
negligence or willful misconduct of the Dissemination Agent. The obligations of the Issuer under this Section shall
survive resignation or removal of the Dissemination Agent and payment of the Securities.
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Dated: [Closing Date]
FLOREO AT TERAVALIS COMMUNITY FACILITIES
DISTRICT (CITY OF BUCKEYE, ARIZONA)
By ...............................................................................................
Chairman, Board of Directors
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APPENDIX E
BOOK-ENTRY-ONLY SYSTEM
This information concerning DTC and DTC’s book-entry system has been obtained from DTC
and the District takes no responsibility for the accuracy thereof. The Beneficial Owners (defined below) should
confirm this information with DTC or the DTC participants.
DTC, the world’s largest depository, is a limited-purpose trust company organized under the New
York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code,
and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S., equity issues, corporate and
municipal debt issues, and money market instruments from over 100 countries that DTC participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S., securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Securities Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants” and
together with the Direct Participants, the “Participants”). DTC has Standard & Poor’s rating of: “AA+.” The DTC
Rules applicable to its Direct Participants and Indirect Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found at www.dtcc.com.
Purchase of the Bonds under the DTC system must be made by or through Direct Participants, who
will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond
(“Beneficial Owner”) is in turn to be recorded on the Direct Participant’s and Indirect Participant’s records. Beneficial
Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected
to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings,
from the Direct Participant or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interest in the Bonds are to be accomplished by entries made on the books of Direct and
Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interest in the Bonds, except in the event that use of the book-entry system for the Bonds
is discontinued.
To facilitate subsequent transfers, all the Bonds deposited by Direct Participants with DTC are
registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an
authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede &
Co., or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct Participants and
Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of
notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed
amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the
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nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the
alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and Paying Agent
and request that copies of notices be provided directly to them.
Redemption notices of the Bonds shall be sent to DTC. If less than all of the Bonds are being
redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to
be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the
Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures,
DTC mails an Omnibus Proxy to the Bond Registrar and Paying Agent as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the
Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payment of principal of and interest on the Bonds, and the redemption price of any Bonds will be
made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s
practice is to credit Direct Participants’ accounts upon DTC’s receipt of and information funds and corresponding
detail information from the Bond Registrar and Paying Agent, on payable date in accordance with their respective
holdings shown on DTC’s records. Payments by Direct Participants and Indirect Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities held for the accounts
of customers in bearer form or registered in “street name” and will be the responsibility of such Direct Participants
and Indirect Participants and not of DTC (or its nominee) or the Bond Registrar and Paying Agent, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest on
the Bonds, and the redemption price of any Bonds will be made to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is the responsibility of the District or the Bond Registrar and Paying
Agent, disbursement of such payments to Direct Participants will be the responsibility of Direct Participants and
Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by
giving reasonable notice to the Bond Registrar and Paying Agent. Under such circumstances, in the event that a
successor depository is not obtained, physical Bonds are required to be printed and delivered.
The District may decide to discontinue use of the system of book-entry transfers through DTC (or a
successor securities depository). In that event, physical Bonds will be printed and delivered.
The information in this section concerning DTC and DTC’s book-entry system has been obtained
from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.
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APPENDIX F
CERTAIN STATUTORY PROVISIONS APPLICABLE
TO THE FORECLOSURE PROCESS
The following constitutes a summary of the “Foreclosure Process,” specifically portions of certain
sections of the General Public Improvements and Improvement Bonds Law, Title 48, Chapter 4, Article 2, Arizona
Revised Statutes, as amended (the “Act”), deemed applicable to the Bonds pursuant to the Bond Resolution. The
summaries do not purport to be complete and reference is hereby made to the full text of each section and the Bond
Resolution.
Section 48-601. List of delinquent installments; publication of notice; sale of delinquent
property
The representative of the District (the “Superintendent”) shall, within 20 days from the date
of the delinquency, begin the publication of the list of the assessments on which any installment is
delinquent. The Superintendent shall append to and publish with the list, a notice that unless each
delinquent installment, together with the penalty and cost thereon, is paid, the whole amount of the
assessment will be declared due by him, and the property upon which the assessment is a lien will
be sold at public auction at a time and place to be specified in the notice. The publication shall be
published and circulated in the District for a period of 10 days in a daily newspaper, or for two
weeks in a weekly newspaper so published and circulated.
Before the date fixed for the sale or before the date to which the sale has been postponed,
the Superintendent shall obtain a record search that shows the names and addresses of record of all
lien claimants on, and other persons with an interest in, all lots or parcels on which an installment
of the assessment is delinquent.
At least 10 days before the sale date or the date to which the sale has been postponed, the
Superintendent shall serve by first-class mail a notice of the date and place of the sale or postponed
sale to the owner and to each of the lien claimants and other interested persons. A final sale may
not be held unless the Superintendent has provided notice by mail to all lien claimants discovered
in the search of records.
The time of sale shall not be less than five days after the last publication, and the place of
the sale shall be in or in front of the office of the Superintendent, or in front of the usual place of
meeting of the City Council. The sale may be postponed.
Section 48-602. Payment after delinquency and before sale
At any time prior to the sale of any lot assessed, any person may pay the delinquent
installment on the lot together with the penalty and costs then due, including the cost of advertising,
whereupon the Superintendent shall note on his records the date of payment, the name of the person
by or for whom it is paid and the amount paid.
Section 48-603. Sale procedure
On the day fixed for the sale, the Superintendent shall, at 10 o’clock a.m., or at any time
thereafter to which the sale may be adjourned, begin the sale of the property advertised, commencing
at the head of the list and continuing in the numerical order of lots, until all are sold. The
Superintendent may postpone or continue the sale from day to day until all the property is sold.
Each lot separately assessed shall be offered for sale separately. The sale shall be for the entire
assessment including the delinquent installments, and the person who will take the least quantity of
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land and then and there pay the amount of the assessment, penalty and costs due, including 50 cents
to the Superintendent for a certificate of sale, shall become the purchaser.
The Superintendent shall record the date of the payment and mark the installment of
principal or interest paid. In the event the owner does not pay the balance due on the installment or
principal or interest, and the property is sold for the full amount of the assessment, the
Superintendent shall refund to the owner all money received by him from the owner by way of
partial payments.
Section 48-604. Certificate of sale; lien
After making the sale, the Superintendent shall execute, in duplicate, a certificate of sale
stating the description of the property sold, the name of the owner thereof as given on the record of
the assessment, that the property was sold for a delinquent assessment, specifying the improvement
for which the assessment was made, the amount for which the property was sold, the date of sale,
the name of the purchaser, and the time when the purchaser will be entitled to a deed. The
Superintendent shall file one copy of the certificate in his office, and deliver the other to the
purchaser.
On filing the copy of the certificate in the office of the Superintendent, the lien of the
assessment shall vest in the purchaser, and is only divested by a redemption of the property, as
provided in the Act.
The Superintendent shall also enter on the record of the assessment, opposite the
description of each lot offered for sale, a description of the part thereof sold, the amount for which
it was sold, the date of sale, and the name of the purchaser.
Section 48-605. Redemption
Redemption may be made by any party having an interest in the lot at any time before the
execution and delivery of a deed therefor by paying to the Superintendent the amount for which the
property was sold and 5% thereon if paid within three months from the date of sale, 10% if paid
within six months, 12% if paid within nine months, 15% if paid within 12 months, or 20% if paid
after 12 months. When redemption is made, the Superintendent shall note that fact on the duplicate
certificate of sale in his office and deposit the amount paid with the District Treasurer, who shall
credit the purchaser named in the certificate of sale with the amount, and pay the amount to such
purchaser or his assignee, upon the surrender of the certificate of sale.
Section 48-606. Deed to purchaser; notice to owner; redemption after notice; effect of deed
After the expiration of 12 months from the date of sale, the Superintendent shall execute
to the purchaser, or his assignee, on his application, if he has fully complied with Section 48-606 of
the Act, a deed to the property sold in which shall be recited substantially the matters contained in
the certificate, any assignment thereof, and that no person has redeemed the property. The
Superintendent shall receive from the applicant for a deed, $1.00 for making the deed.
The purchaser shall, at least 30 days before he applies for a deed, serve by first-class mail
to the owner, all lien claimants of records, all persons of record with an interest in the property and,
if occupied, the occupant of the property, a written notice that the property, giving the description,
has been sold for a delinquent assessment, specifying the improvement for which the assessment
was made, the amount for which it was sold, the amount necessary to redeem at the time of giving
notice, the time when the purchaser or assignee will apply to the Superintendent for a deed and that,
on issuance of the deed, all interest in the property, whether of record before or after the assessment
lien, will be extinguished, except for the lien for general property taxes and prior special
assessments. If the owner cannot be found after due diligence, the notice shall be posted in a
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conspicuous place upon the property at least 30 days before the time stated therein of the application
for a deed.
The applicant shall file with the Superintendent an affidavit showing that notice of the
application has been given, and if the notice was not served on the owner personally, that due
diligence was used to find the owner. If redemption of the property is made after the affidavit is
filed, and more than 11 months from the date of sale, the person making redemption shall pay, in
addition, for payment to the purchaser, $3.00 for the service of notice and the making of the affidavit.
The deed of the Superintendent shall be prime facie evidence of the truth of all matters
recited therein, and of the regularity of all proceedings prior to the execution thereof, and of title in
the grantee. The deed of the Superintendent shall convey to the purchaser fee title to the lands
described therein, free and clear of all interests, liens, claims and encumbrances whether of record
before or after the assessment lien, except for the lien for general property taxes and prior special
assessments.
Section 48-607. Disposition of sale proceeds
The Superintendent shall promptly pay to the District Treasurer all moneys collected by
him from sales. The District Treasurer, on receipt thereof, shall place the moneys in the special fund
hereby created for the payments of the bonds issued for the improvement.