AGR - Floreo at Teravalis CFD SARBs, Sr. 2025 - Registrar Contract (002)(6.19.25).docx

6578101.2 
1 
FEDERAL TAXPAYER I.D. NO. __-_________ 
 
 
BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT FOR 
BONDS OF FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT (CITY 
OF BUCKEYE, ARIZONA) 
 
 
This Bond Registrar, Transfer Agent and Paying Agent Contract dated as of [______], 
2025 (this “Contract”), is made and entered into between the FLOREO AT TERAVALIS 
COMMUNITY FACILITIES DISTRICT (CITY OF BUCKEYE, ARIZONA) (hereinafter 
called the “District”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION in 
its capacity as bond registrar, transfer agent and paying agent (hereinafter called the “Bank”), and 
witnesseth as follows: 
 
 
Pursuant to Resolution No. 15-25 (Floreo at Teravalis) (the “Bond Resolution”), the 
District will issue its Special Assessment District No. 1 Special Assessment Revenue Bonds, Series 
2025 (the “Bonds”) in the aggregate principal amount of [$10,970,000].  The Board of Directors 
of the District (the “Board”) has determined that the services of a bond registrar, transfer agent 
and paying agent are necessary and in the best interests of the District.  Initially, the Bonds will be 
issued in book-entry-only form through The Depository Trust Company (“DTC”) and, so long as 
the book-entry-only system (the “Book-Entry-Only System”) is in effect, the Bonds will be 
registered in the name of Cede & Co., the nominee of DTC. 
 
The Bank desires to perform bond registrar, transfer agent and paying agent services during 
the life of the Bonds. 
 
For and in consideration of the mutual promises, covenants, conditions and agreements 
hereinafter set forth, the parties do agree as follows: 
1. 
Services.  The Bank hereby agrees to provide the following services: 
 
A. 
Bond registrar services, which shall include, but not be limited to: 
(i) initially authenticating and verifying the Bonds; (ii) keeping registration books sufficient to 
comply with Section 149 of the Internal Revenue Code of 1986, as amended (the “Code”); 
(iii) recording transfers of ownership of the Bonds promptly as such transfers occur; (iv) protecting 
against double or overissuance; (v) authenticating new Bonds prepared for issuance to transferees 
of original and subsequent purchasers; (vi) informing the District of the need for additional 
printings of the Bonds should the forms printed prior to initial delivery prove inadequate; and 
(vii) lodging with the District the signatures of the persons authorized and designated from time to 
time to authenticate the Bonds upon request. 
 
B. 
Transfer agent services, which shall include, but not be limited to: 
(i) receiving and verifying all Bonds tendered for transfer; (ii) preparing new Bonds for delivery 
to transferees and delivering the same either by delivery or by mail, as the case may be; 
(iii) destroying Bonds submitted for transfer; and (iv) providing proper information for recordation 
in the registration books.

6578101.2 
2 
 
C. 
Paying agent services, which shall include, but not be limited to: 
(i) providing a billing to the District at least 30 days prior to a Bond interest payment date setting 
forth the amount of principal and interest due on such date; (ii) preparing, executing, wiring or 
mailing all interest payments to each registered owner of the Bonds on or before the scheduled 
payment date or as soon as money for payment of such interest has been transferred to the paying 
agent but in no event later than the time established by DTC, on the date such payments are due 
(unless sufficient funds to make such payments have not been received by the Bank); (iii) verifying 
all matured Bonds upon their surrender; (iv) paying, or causing to be paid, all principal and 
premium, if any, due upon the Bonds as they are properly surrendered therefor to the Bank; (v) 
preparing a semiannual reconciliation showing all principal and interest paid during the period and 
providing copies thereof to the District; (vi) inventorying all documentation of payments made, 
including the amount, payee and wire confirmation or imaged information, for six years after 
payment; and (vii) making proof of such payments available to the District or any registered owner 
or former owner. 
2. 
Record Date.  The “Record Date” for the payment of interest will be the close of 
business of the Bank on the fifteenth 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.  Normal transfer activities will continue after the Record 
Date, but the interest payments will be mailed to the registered owners of the Bonds as shown on 
the registration books of the Bank on the close of business on the Record Date.  Principal (and 
premium, if any) shall be paid only on surrender of the particular Bond at or after its maturity or 
prior redemption date, if applicable.  
3. 
Redemption Notices.   
 
A. 
The Bank agrees to provide certain notices to the registered owners of the 
Bonds as required to be provided by the Bank in, and upon being provided with a copy of, the 
Bond Resolution.  So long as the Book-Entry-Only System is in effect, the Bank shall send notices 
of redemption to DTC in the manner required by DTC.  If the Book-Entry-Only System is 
discontinued, the Bank shall mail notice of redemption of any Bond to the registered owner of the 
Bond or Bonds being redeemed at the address shown on the bond register maintained by the Bank, 
or successor bond registrar, not more than 60 nor less than 30 days prior to the date set for 
redemption.  Notice of redemption may be sent to any securities depository by mail, facsimile 
transmission, wire transmission or any other means of transmission of the notice generally 
accepted by the respective securities depository.  Neither the failure of 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. 
 
B. 
The Bank also agrees to send notice of any redemption to the Municipal 
Securities Rulemaking Board (the “MSRB”), currently through the MSRB’s Electronic Municipal 
Market Access system, in the manner required by the MSRB, but no defect in said further notice 
or record nor any failure to give all or a portion of such further notice shall in any manner defeat 
the effectiveness of a call for redemption if notice thereof is given as prescribed above.

6578101.2 
3 
 
C. 
If the moneys for the payment of the redemption price and accrued interest 
are not held in separate accounts by the District or by a paying agent prior to sending the notice of 
redemption, such redemption shall be conditional on such moneys being so held on the date set for 
redemption and if not so held by such date, the redemption shall be cancelled and be of no force 
and effect.  
 
D. 
Each redemption notice must contain, at a minimum, the complete official 
name of the issue with series designation, CUSIP number, certificate numbers, amount of each 
Bond called (for partial calls), date of issue, interest rate, maturity date, publication date (date of 
release to the general public, or the date of general mailing of notices to registered owners of the 
Bonds and information services), redemption date, redemption price, redemption agent and the 
name and address of the place where the Bonds are to be tendered, including the name and phone 
number of the contact person.  Such redemption notices may contain a statement that no 
representation is made as to the accuracy of the CUSIP numbers printed therein or on the Bonds. 
4. 
Issuance and Transfer of Bonds.  The Bank will deliver the Bonds to registered 
owners, require the Bonds to be surrendered and cancelled and new Bonds issued upon transfer, 
and maintain a set of registration books showing the names and addresses of the owners from time 
to time of the Bonds.  The Bank shall promptly record in the registration books all changes in 
ownership of the Bonds. 
5. 
Payment Deposit.  The District will transfer immediately available funds to the 
Bank no later than one Business Day prior to or, if agreed to by the parties hereto, on the date on 
which the interest, principal and premium payments (if any) are due on the Bonds, but in no event 
later than the time established by DTC, on the date such payments are due.  The Bank shall not be 
responsible for payments to registered owners of the Bonds from any source other than moneys 
transferred, or caused to be transferred, to it by the District. 
6. 
Collateral.  The Bank shall collateralize the funds on deposit at the Bank in 
accordance with Arizona Revised Statutes (“A.R.S.”) §§ 35-323 and 35-491. 
7. 
Turnaround Time.  The Bank will comply with the three Business Day turnaround 
time required by Securities and Exchange Commission Rule 17Ad-2 on routine transfer items. 
8. 
Fees for Services; Fee Schedule; Initial Fee.  For its services under this Contract, 
the District will pay the Bank in accordance with the fee schedule set forth in the attached 
Exhibit A, which is incorporated herein by reference.  The fee for the Bank’s initial services 
hereunder and services to be rendered until the end of the District’s current fiscal year (2025/2026) 
is $[750.00] and shall be due at the initial delivery of the Bonds and shall be paid from amounts 
contributed by Trillium Land Company, LLC.  For subsequent fiscal year payments, the Bank will 
bill the District for its fee prior to June 1 for each succeeding fiscal year. 
9. 
Costs and Expenses.  Except as provided in Section 8 hereof, the District hereby 
agrees to pay all costs and expenses of the Bank pursuant hereto.  If, for any reason, the amounts 
the District agrees to pay herein may not be paid from the annual tax levy for debt service on the 
Bonds, such costs shall be paid by the District from any funds lawfully available therefor and the

6578101.2 
4 
District agrees to take all actions necessary to budget for and authorize expenditure of such 
amounts. 
10. 
Hold Harmless.  The Bank shall indemnify and hold harmless the District, its 
Board, the Treasurer of the District and all boards, commissions, officials, officers and employees 
of the District, individually and collectively, from the Bank’s failure to perform to its standard of 
care as herein stated. 
11. 
Standard of Care Required.  In the absence of bad faith on its part in the 
performance of its services under this Contract, the Bank shall not be liable for any action taken 
or omitted to be taken by it in good faith and believed by it to be authorized hereby or within the 
rights and powers conferred upon it hereunder, nor for action taken or omitted to be taken by it in 
good faith and in accordance with advice of counsel, and shall not be liable for any mistakes of 
fact or errors of judgment or for any actions or omissions of any kind unless caused by its own 
willful misconduct or negligence. 
12. 
Entire Contract.  This Contract and Exhibit A attached hereto contain the entire 
understanding of the parties with respect to the subject matter hereof, and no waiver, alteration or 
modification of any of the provisions hereof, shall be binding unless in writing and signed by a 
duly authorized representative of all parties hereto. 
13. 
Amendment.  The Bank and the District each reserve the right to amend any 
individual service set forth herein or all of the services upon providing 60 days’ prior written 
notice.  Any corporation, association or agency into which the Bank may be converted or merged, 
or with which it may be consolidated, or to which it may sell or transfer its corporate trust business 
and assets as a whole or substantially as a whole, or any corporation or association resulting from 
such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be 
and become successor bond registrar, transfer agent and paying agent under this Contract and shall 
be vested with all of the same rights, powers, discretions, immunities, privileges and all other 
matters as was its predecessor, without the execution or filing of any instrument or any further act, 
deed or conveyance on the part of any of the parties hereto, anything herein to the contrary 
notwithstanding. 
14. 
Resignation or Replacement. 
 
A. 
The Bank may resign or the District may replace the Bank as bond registrar, 
transfer agent and paying agent at any time by giving 30 days’ written notice of resignation or 
replacement to the District or to the Bank, as applicable.  The resignation shall take effect upon 
the appointment of a successor bond registrar, transfer agent and paying agent.  A successor bond 
registrar, transfer agent and paying agent will be appointed by the District; provided, that if a 
successor bond registrar, transfer agent and paying agent is not so appointed within 10 days after 
a notice of resignation is received by the District, the Bank may apply to any court of competent 
jurisdiction to appoint a successor bond registrar, transfer agent and paying agent. 
 
B. 
In the event the Bank resigns or is replaced, the District reserves the right 
to appoint a successor bond registrar, transfer agent and paying agent who may qualify pursuant 
to A.R.S. § 35-491, et seq., or any subsequent statute pertaining to the registration, transfer and

6578101.2 
5 
payment of bonds.  In such event the provisions hereof with respect to payment by the District 
shall remain in full force and effect, but the District shall then be authorized to use the funds 
collected for payment of the costs and expenses of the Bank hereunder, provided that the Bank 
shall have been paid its fees and expenses due and owing to it, to pay the successor bond registrar, 
transfer agent and paying agent or as reimbursement if the District acts as bond registrar, transfer 
agent and paying agent.  Any resignation or replacement of the Bank pursuant to this Section shall 
be without cost to the District. 
15. 
Reports to Arizona Department of Administration.  The Bank shall make such 
reports to the Arizona Department of Administration or any other party designated to receive such 
reports pursuant to the applicable laws of the State (as defined herein) pertaining to the retirement 
of any Bonds and of all payments of interest thereon, within 30 days of a request therefor, from 
the District or its agents, to comply with the requirements of the Arizona Department of 
Administration pursuant to A.R.S. § 35-502. 
16. 
Form of Records.  The Bank’s records shall be kept in compliance with standards 
as have been or may be issued from time to time by the Securities and Exchange Commission, the 
MSRB, the requirements of the Code and any other securities industry standard.  The Bank shall 
retain such records in accordance with the applicable record keeping standard of the Internal 
Revenue Service. 
17. 
Advice of Counsel and Special Consultants.  When the Bank deems it necessary 
or reasonable, it may apply to Gust Rosenfeld P.L.C. or such other law firm or attorney approved 
by the District for instructions or advice.  Any fees and costs incurred shall be added to the next 
fiscal year’s fees, costs and expenses to be paid to the Bank. 
18. 
Examination of Records.  The District, or its duly authorized agents, may examine 
the records relating to the Bonds at the office of the Bank where such records are kept at reasonable 
times as agreed upon with the Bank and such records shall be subject to audit from time to time at 
the request of the District, the Bank or the Auditor General of the State of Arizona (the “State”). 
19. 
Payment of Unclaimed Amounts.  In the event any check for payment of interest 
on a Bond is returned to the Bank unendorsed or is not presented for payment within two years 
from its payment date, or any Bond is not presented for payment of principal at the maturity or 
redemption date, if funds sufficient to pay such interest or principal due upon such Bond shall have 
been made available to the Bank for the benefit of the owners thereof, it shall be the duty of the 
Bank to hold such funds, without liability for interest thereon, for the benefit of the owners of such 
Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature 
relating to such Bond or amounts due thereunder.  The Bank’s obligation to hold such funds shall 
continue for two years and six months (subject to applicable escheat or unclaimed property law) 
following the date on which such interest or principal payment became due, whether at maturity 
or at the date fixed for redemption, or otherwise, at which time the Bank shall surrender such 
unclaimed funds so held to the District, whereupon any claim of whatever nature by the owners of 
such Bonds arising under such Bond shall be made upon the District and shall be subject to the 
provisions of applicable law.

6578101.2 
6 
20. 
Invalid Provisions.  If any provision hereof is held to be illegal, invalid or 
unenforceable under present or future laws, this Contract shall be construed and enforced as if such 
illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining 
provisions of this Contract shall remain in full force and effect and shall not be affected by the 
illegal, invalid or unenforceable provision. 
21. 
Mutilated, Lost or Destroyed Bonds.  With respect to Bonds that are mutilated, 
lost or destroyed, the Bank shall cause to be executed and delivered a new Bond of like date and 
tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu 
of and in substitution for such Bond lost or destroyed, upon the registered owner’s paying the 
reasonable expenses and charges of the Bank and the District in connection therewith and, in the 
case of any Bond destroyed or lost, filing by the registered owner with the Bank and the District 
of evidence satisfactory to the Bank and the District that such Bond was destroyed or lost, and 
furnishing the Bank and the District with a sufficient indemnity bond pursuant to A.R.S. § 47-
8405. 
22. 
Conflict of Interest.  Each party gives notice to the other parties that 
A.R.S. § 38-511 provides that the State, its political subdivisions or any department or agency of 
either, may within three years after its execution cancel any contract without penalty or further 
obligation made by the State, its political subdivisions or any of the departments or agencies of 
either, if any person significantly involved in initiating, negotiating, securing, drafting or creating 
the contract on behalf of the State, its political subdivisions or any of the departments or agencies 
of either, is at any time while the contract or any extension of the contract is in effect, an employee 
or agent of any other party to the contract in any capacity or a consultant to any other party to the 
contract with respect to the subject matter of the contract. 
23. 
Covenants.  The District has agreed in the Bond Resolution to take all necessary 
actions required to preserve the tax-exempt status of the Bonds.  Such actions may require the 
calculation of amounts of arbitrage rebate that may be due and owing to the United States of 
America.  The calculation of such rebate amount may be performed by an individual or firm 
qualified to perform such calculations and who or which may be selected and paid by the District.  
If the District does not retain a consultant to do the required calculations concerning arbitrage 
rebate and if, in the sole discretion of the District, a rebate calculation is required to permit interest 
on the Bonds to be and remain exempt from gross income for federal income tax purposes, the 
District may include, in addition to all other bills payable under this Contract, the costs and 
expenses and fees of an arbitrage consultant.  The District may contract with a consultant to 
perform such arbitrage calculations as are necessary to meet the requirements of the Code.  All 
fees, costs and expenses so paid may be deducted from moneys of the District or from assessments 
levied and collected to pay the interest on the Bonds.  Such costs, fees and expenses shall be 
considered as interest payable on the Bonds.  The Bank shall have no responsibilities in connection 
with this Section. 
24. 
Arbitrage Rebate Expenses.  Except for the initial fiscal year’s costs and 
expenses, all costs and expenses incurred with respect to services for registration, transfer and 
payment of the Bonds and, if applicable, for costs and expenses in connection with the calculation 
of arbitrage rebate shall be treated as interest on the Bonds and the District agrees to include the

6578101.2 
7 
same in the assessments levied and collected for interest debt service during each of the ensuing 
fiscal years. 
25. 
Waiver of Trial by Jury.  Each party hereto hereby agrees not to elect a trial by 
jury of any issue triable of right by jury, and waives any right to trial by jury fully to the extent 
that any such right shall now or hereafter exist with regard to this Contract, or any claim, 
counterclaim or other action arising in connection herewith.  This waiver of right to trial by jury 
is given knowingly and voluntarily by each party, and is intended to encompass individually each 
instance and each issue as to which the right to a trial by jury would otherwise accrue. 
26. 
Governing Law.  This Contract is governed by the laws of the State. 
27. 
Transfer Expenses.  The transferor of any Bond will be responsible for all fees 
and costs relating to such transfer of ownership of the Bond. 
28. 
E-verify Requirements.  To the extent applicable under A.R.S. § 41-4401, the 
Bank and its subcontractors warrant compliance with all federal immigration laws and regulations 
that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-
214(A).  The Bank’s, or its subcontractors’, breach of the above-mentioned warranty shall be 
deemed a material breach of this Contract and may result in the termination of this Contract by the 
District.  The District retains the legal right to randomly inspect the papers and records of the Bank 
and its subcontractors who work on this Contract to ensure that the Bank and its subcontractors 
are complying with the above-mentioned warranty.  The Bank and its subcontractors warrant to 
keep such papers, information and records necessary to verify compliance with the above-
mentioned warranty (collectively, the “Information”) open for random inspection by the District 
during the Bank’s normal business hours.  The Bank and its subcontractors shall reasonably 
cooperate with the District’s random inspections, including granting the District entry rights onto 
their property to perform the random inspections, granting the District access to, and use of, the 
Information; provided, that the District agrees that it will use the Information solely for the purpose 
of verifying compliance with the E-verify requirements and the warranty of this Section 28 and, 
subject to the requirements of law, including the public records law of the State, the District will 
preserve the confidentiality of any information, records or papers the District views, accesses, or 
otherwise obtains during any and every such random inspection, including, without limitation, the 
Information. 
29. 
Electronic Storage.  The parties hereto agree that the transactions described herein 
may be conducted and related documents may be stored by electronic means.  Copies, telecopies, 
facsimiles, electronic files and other reproduction of original executed documents shall be deemed 
to be authentic and valid counterparts of such original documents for all purposes, including the 
filing of any claim, action or suit in the appropriate court of law. 
30. 
No Boycott of Israel.  To the extent A.R.S. §§ 35-393 through 35-393.03 are 
applicable, the Bank hereby certifies that it is not currently engaged in, and agrees for the duration 
of this Contract to not engage in, a “boycott” of goods or services from Israel, as that term is 
defined in A.R.S. § 35-393.

6578101.2 
8 
31. 
Written Certification; Forced Labor of Ethnic Uyghurs Ban.  To the extent 
A.R.S. § 35-394 is applicable, the Bank hereby certifies it does not currently, and for the duration 
of this Contract shall not use: (A) the forced labor of ethnic Uyghurs in the People’s Republic of 
China, (B) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s 
Republic of China, and (C) any contractors, subcontractors or suppliers that use the forced labor 
or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic 
of China.  The foregoing certification is made to the best knowledge of the Bank without any 
current independent investigation or without any future independent investigation for the duration 
of this Contract.  If the Bank becomes aware during the duration of this Contract that it is not in 
compliance with such certification, the Bank shall take such actions as provided by law, including 
providing the required notice to the District.  If the District determines that the Bank is not in 
compliance with the foregoing certification and has not taken remedial action, the District shall 
terminate the Bank’s role as registrar, transfer agent and paying agent pursuant to Section 14 
hereunder. 
32. 
Counterparts.  This Contract may be executed in several counterparts, each of 
which shall be an original, but all of which together shall constitute but one instrument. 
 
[Signatures on following page]

6578101 
 
 
This Contract is dated and effective as of [____], 2025. 
 
 
FLOREO AT TERAVALIS 
 
COMMUNITY FACILITIES DISTRICT  
(CITY OF BUCKEYE, ARIZONA) 
 
 
 
 
By___________________________________ 
 
Chair, Board of Directors 
 
ATTEST: 
 
 
 
_________________________________ 
District Clerk 
 
 
U.S. BANK TRUST COMPANY, 
NATIONAL ASSOCIATION 
 
 
 
 
By____________________________________ 
 
Authorized Representative 
 
 
 
Attach as Exhibit A the fee schedule of the Bank. 
 
 
 
 
 
 
 
 
 
 
 
[Signature page to the Bond Registrar, Transfer Agent and Paying Agent Contract]