Floreo CFD No. 1 AA1 - Purchase Contract(708016496.4).docx

DRAFT 6/23/2025 
 
$______,000 
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT  
(CITY OF BUCKEYE, ARIZONA) 
SPECIAL ASSESSMENT DISTRICT NO. 1 
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025 
 
PURCHASE CONTRACT 
_________, 2025 
Floreo at Teravalis Community Facilities District  
c/o City of Buckeye, Arizona 
530 East Monroe Avenue 
Buckeye, Arizona 85326 
Attention: District Manager 
Ladies and Gentlemen: 
The undersigned, Raymond James & Associates, Inc. (the “Underwriter”), acting 
on its own behalf, offers to enter into the following agreement (this “Purchase Contract”) with 
Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) (the “Issuer”) which, 
upon the Issuer’s written acceptance of this offer, will be binding upon the Issuer and upon the 
Underwriter.  This offer is made subject to the Issuer’s written acceptance hereof on or before 
11:59 p.m., local time, Phoenix, Arizona, on the date hereof, and, if not so accepted, will be subject 
to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the 
acceptance hereof by the Issuer.  Terms not otherwise defined in this Purchase Contract shall have 
the same meanings set forth in the Official Statement and the Bond Resolution (each as defined 
herein).   
In addition to acceptance of this Purchase Contract by the Issuer as provided above, 
the obligations of the Underwriter and the Issuer under this Purchase Contract shall be conditioned 
on the execution and delivery of the Indemnity Letter, dated the date hereof (the “Indemnity 
Letter”), by Trillium Land Company, LLC, a Delaware limited liability company (the “Owner”), 
attached as the Attachment hereto.  Delivery includes, in both cases, sending in the form of a 
facsimile or telecopy or via the internet as a portable document format (PDF) file or other 
replicating image attached to an electronic message. 
1. 
Purchase and Sale of the Bonds.  Subject to the terms and conditions and in reliance 
upon the representations, warranties and agreements set forth herein, the Underwriter hereby 
agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the 
Underwriter, all, but not less than all, of the Issuer’s Floreo at Teravalis Community Facilities 
District (City of Buckeye, Arizona) Special Assessment District No. 1 Special Assessment

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Revenue Bonds, Series 2025 in the aggregate principal amount of $_______,000 (the “Bonds”).  
Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer and the 
Underwriter acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant to this 
Purchase Contract is an arm’s-length commercial transaction between the Issuer and the 
Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as a principal 
and is not acting as a municipal advisor, a financial advisor or a fiduciary of the Issuer; (iii) the 
Underwriter has not assumed a fiduciary responsibility in favor of the Issuer with respect to the 
offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any 
affiliate of the Underwriter, has advised or is currently advising the Issuer on other matters) nor 
has it assumed any other obligation to the Issuer except the obligations expressly set forth in this 
Purchase Contract, (iv) the Underwriter has financial and other interests that differ from those of 
the Issuer; and (v) the Issuer has consulted with its own legal and financial advisors to the extent 
it deemed appropriate in connection with the offering of the Bonds.   
The principal amount of the Bonds to be issued, the dated date therefor, the 
maturities and redemption provisions and interest rates per annum and related yields are set forth 
in the Schedule attached hereto.  The Bonds shall be as described in, and shall be issued and 
secured under and pursuant to the provisions of the resolution adopted by the Board of Directors 
of the Issuer (the “District Board”) on [July 1], 2025 (the “Bond Resolution”). 
The purchase price for the Bonds shall be $__________ (the “Purchase Price”), 
representing the aggregate of the par amount of the Bonds, less an underwriting discount on the 
Bonds of $__________. 
2. 
Public Offering.  The Underwriter intends to make an initial bona fide public 
offering of all of the Bonds at not in excess of the public offering prices (or not less than the yields) 
set forth on the Schedule attached hereto and on the inside front cover page of the Official 
Statement and may subsequently change such offering prices (or yields) (but in all cases subject 
to the requirements of Section 3 hereof).  The Underwriter may offer and sell the Bonds to certain 
dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than 
the public offering prices (or higher than the yields) set forth on the Schedule attached hereto and 
on the inside front cover page of the Official Statement (but in all cases subject to the requirements 
of Section 3 hereof). 
3. 
Establishment of Issue Price. 
(a) 
The Underwriter agrees to assist the Issuer in establishing the issue price of 
the Bonds and shall execute and deliver to the Issuer on the Closing Date (as defined herein) 
an “issue price” or similar certificate,  substantially in the form attached hereto as 
Exhibit A, together with the supporting pricing wires or equivalent communications, with 
such modifications as may be appropriate or necessary, in the reasonable judgment of the 
Underwriter, the Issuer and Gust Rosenfeld P.L.C. (“Bond Counsel”), to accurately reflect, 
as applicable, the sales price or prices or the initial offering price or prices to the public of 
the Bonds.  All actions to be taken by the Issuer under this section to establish the issue 
price of the Bonds may be taken on behalf of the Issuer by the Issuer’s municipal advisor 
identified herein and any notice or report to be provided to the Issuer may be provided to 
the Issuer’s municipal advisor.

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(b) 
[Except as otherwise set forth in the Schedule attached hereto, the] [The] 
Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) 
is sold to the public as the issue price of that maturity.  At or promptly after the execution 
of this Purchase Contract, the Underwriter shall report to the Issuer the price or prices at 
which it has sold to the public each maturity of Bonds.  [If at that time the 10% test has not 
been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report 
to the Issuer the prices at which it sells the unsold Bonds of that maturity to the public.  
That reporting obligation shall continue, whether or not the Closing Date has occurred, 
until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has 
been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting 
obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon 
request of the Issuer or Bond Counsel.]  For purposes of this Section, if Bonds mature on 
the same date but have different interest rates, each separate CUSIP number within that 
maturity will be treated as a separate maturity of the Bonds. 
(c) 
The Underwriter confirms that it has offered the Bonds to the public on or 
before the date of this Purchase Contract at the offering price or prices (the “initial offering 
price”), or at the corresponding yield or yields, set forth in the Schedule attached hereto[, 
except as otherwise set forth therein.  The Schedule attached hereto also sets forth, as of 
the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% 
test has not been satisfied and for which the Issuer and the Underwriter agree that the 
restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat 
the initial offering price to the public of each such maturity as of the sale date as the issue 
price of that maturity (the “hold-the-offering-price rule”).  So long as the hold-the-offering-
price rule remains applicable to any maturity of the Bonds, the Underwriter will neither 
offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the 
initial offering price to the public during the period starting on the sale date and ending on 
the earlier of the following: 
(i) 
The close of the fifth (5th) business date after the sale date; or 
(ii) 
The date on which the Underwriter has sold at least 10% of that 
maturity of the Bonds to the public at a price that is no higher than the initial 
offering price to the public.] 
The Underwriter will advise the Issuer promptly after the close of the fifth 
(5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds 
to the public at a price that is no higher than the initial offering price to the public. 
[(c)][(d)] 
The Underwriter confirms that: 
(i) 
any selling group agreement and any third-party distribution 
agreement relating to the initial sale of the Bonds to the public, together with the 
related pricing wires, contains or will contain language obligating each dealer who 
is a member of the selling group and each broker-dealer that is a party to such third-
party distribution agreement, as applicable:

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A. 
(i) to report the prices at which it sells to the public the 
unsold Bonds of each maturity allocated to it, whether or not the Closing 
Date has occurred, until either all Bonds of that maturity allocated to it have 
been sold or it is notified by the Underwriter that the 10% test has been 
satisfied as to the Bonds of that maturity, provided that, the reporting 
obligation after the Closing Date may be at reasonable periodic intervals or 
otherwise upon request of the Underwriter, and (ii) to comply with the hold-
the-offering-price rule, if applicable, if and for so long as directed by the 
Underwriter, 
B. 
to promptly notify the Underwriter of any sales of Bonds 
that, to its knowledge, are made to a purchaser who is a related party to an 
underwriter participating in the initial sale of the Bonds to the public (each 
such term being used as defined below), and 
C. 
to acknowledge that, unless otherwise advised by the dealer 
or broker-dealer, the Underwriter shall assume that each order submitted by 
the dealer or broker-dealer is a sale to the public. 
(ii) 
any selling group agreement relating to the initial sale of the Bonds 
to the public, together with the related pricing wires, contains or will contain 
language obligating each dealer that is a party to a third-party distribution 
agreement to be employed in connection with the initial sale of the Bonds to the 
public to require each broker-dealer that is a party to such third-party distribution 
agreement to (A) report the prices at which it sells to the public the unsold Bonds 
of each maturity allocated to it, whether or not the Closing Date has occurred, until 
either all Bonds of that maturity allocated to it have been sold or it is notified by 
the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of 
that maturity, provided that, the reporting obligation after the Closing Date may be 
at reasonable periodic intervals or otherwise upon request of the Underwriter or the 
dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and 
for so long as directed by the Underwriter or the dealer and as set forth in the related 
pricing wires.] 
[(d][(e)] 
The Issuer acknowledges that, in making the representations set 
forth in this section, the Underwriter will rely on (i) in the event a selling group has 
been created in connection with the initial sale of the Bonds to the public, the 
agreement of each dealer who is a member of the selling group to comply with the 
requirements for establishing issue price of the Bonds, including, but not limited 
to, its agreement to comply with the hold-the-offering-price rule, if applicable to 
the Bonds, as set forth in a selling group agreement and the related pricing wires, 
and (ii) in the event that a third-party distribution agreement was employed in 
connection with the initial sale of the Bonds to the public, the agreement of each 
broker-dealer that is a party to such agreement to comply with the requirements for 
establishing issue price of the Bonds, including, but not limited to, its agreement to 
comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth 
in the third-party distribution agreement and the related pricing wires.  The Issuer

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further acknowledges that the Underwriter shall not be liable for the failure of any 
dealer who is a member of a selling group, or of any broker-dealer that is a party to 
a third-party distribution agreement, to comply with its corresponding agreement 
to comply with the requirements for establishing issue price of the Bonds, 
including, but not limited to, its agreement to comply with the hold-the-offering-
price rule, if applicable to the Bonds. 
[(e)][(f)] 
The Underwriter acknowledges that sales of any Bonds to any 
person that is a related party to an underwriter participating in the initial sale of the 
Bonds to the public (each such term being used as defined below) shall not 
constitute sales to the public for purposes of this section.  Further, for purposes of 
this section: 
(i) 
“public” means any person other than an underwriter or a related 
party,  
(ii) 
“underwriter” means (A) any person that agrees pursuant to a 
written contract with the Issuer (or with the lead underwriter to form an 
underwriting syndicate) to participate in the initial sale of the Bonds to the public 
and (B) any person that agrees pursuant to a written contract directly or indirectly 
with a person described in clause (A) to participate in the initial sale of the Bonds 
to the public (including a member of a selling group or a party to a third-party 
distribution agreement participating in the initial sale of the Bonds to the public)[, 
and] 
(iii) 
a purchaser of any of the Bonds is a “related party” to an underwriter 
if the underwriter and the purchaser are subject, directly or indirectly, to (A) more 
than 50% common ownership of the voting power or the total value of their stock, 
if both entities are corporations (including direct ownership by one corporation of 
another), (B) more than 50% common ownership of their capital interests or profits 
interests, if both entities are partnerships (including direct ownership by one 
partnership of another), or (C) more than 50% common ownership of the value of 
the outstanding stock of the corporation or the capital interests or profit interests of 
the partnership, as applicable, if one entity is a corporation and the other entity is a 
partnership (including direct ownership of the applicable stock or interests by one 
entity of the other)[, and  
(iv) 
“sale date” means the date of execution of this Purchase Contract by 
all parties.] 
4. 
The Official Statement. 
(a) 
A copy of the Preliminary Official Statement, dated _______, 2025 (the 
“Preliminary Official Statement”), including the cover page, the inside front cover page 
and the Appendices thereto, as amended and supplemented, of the Issuer relating to the 
Bonds has been provided to the Underwriter.  The Preliminary Official Statement, as

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amended to reflect the changes required in connection with the pricing and sale of the 
Bonds, as amended and supplemented, is hereinafter called the “Official Statement.” 
(b) 
The Preliminary Official Statement has been prepared for use by the 
Underwriter in connection with the public offering, sale and distribution of the Bonds.  The 
Issuer hereby deems the Preliminary Official Statement final as of its date, except for the 
omission of such information which is dependent upon the final pricing of the Bonds for 
completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the 
Securities Exchange Act of 1934, as amended and supplemented (the “Rule”). 
(c) 
The Issuer represents that the District Board has reviewed and approved the 
information in the Preliminary Official Statement and hereby authorizes the Official 
Statement and the information therein contained to be used by the Underwriter in 
connection with the public offering and the sale of the Bonds.  WHILE THE 
UNDERWRITER HAS PARTICIPATED AND WILL PARTICIPATE WITH THE 
ISSUER IN THE PREPARATION AND ASSEMBLAGE OF THE PRELIMINARY 
OFFICIAL STATEMENT AND THE OFFICIAL STATEMENT, RESPECTIVELY, 
THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CONTENT OF THE 
PRELIMINARY OFFICIAL STATEMENT AND THE OFFICIAL STATEMENT.  The 
Issuer ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official 
Statement in connection with the public offering of the Bonds.  The Issuer shall provide, 
or cause to be provided, to the Underwriter as soon as practicable after the date of the 
Issuer’s acceptance of this Purchase Contract (but, in any event, not later than within seven 
business days after the Issuer’s acceptance of this Purchase Contract and in sufficient time 
to accompany any confirmation that requests payment from any customer) copies of the 
Official Statement which is complete as of the date of its delivery to the Underwriter in 
such quantity as the Underwriter shall request in order for the Underwriter to comply with 
Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the 
“MSRB”).  The Issuer hereby confirms that it does not object to the distribution of the 
Official Statement in electronic form. 
(d) 
If, after the date of this Purchase Contract to and including the date the 
Underwriter is no longer required to provide the Official Statement to potential customers 
who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the 
underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement 
is available to any person from the MSRB, but in no case less than 25 days after the “end 
of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or 
circumstance which might or would cause the Official Statement, as then supplemented or 
amended, to contain any untrue statement of a material fact or to omit to state a material 
fact required to be stated therein or necessary to make the statements therein not 
misleading, or if it is necessary to amend or supplement the Official Statement to comply 
with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide 
the Underwriter with such information as it may from time to time request), and if, in the 
opinion of the Underwriter or the Issuer, such fact or circumstance requires preparation 
and publication of a supplement or amendment to the Official Statement, the Issuer will 
forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved 
by the Underwriter), a reasonable number of copies of either amendments or supplements

7 
to the Official Statement so that the statements in the Official Statement as so amended and 
supplemented will not contain any untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary to make the statements therein not 
misleading or so that the Official Statement will comply with law.  If such notification shall 
be subsequent to the Closing Date, the Issuer shall furnish such legal opinions, certificates, 
instruments and other documents as the Underwriter may deem necessary to evidence the 
truth and accuracy of such supplement or amendment to the Official Statement. 
(e) 
The Underwriter hereby agrees to file the Official Statement with the 
Electronic Municipal Market Access system of the MSRB.  Unless otherwise notified in 
writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” 
for purposes of the Rule is the Closing Date. 
5. 
Representations, Warranties, and Covenants of the Issuer.  The Issuer hereby 
represents and warrants to, and covenants with, the Underwriter that: 
(a) 
The Issuer is a community facilities district of the State of Arizona (the 
“State”), duly organized and validly existing pursuant to Title 48, Chapter 4, Article 6, 
Arizona Revised Statutes (the “Enabling Act”), and has full legal right, power and authority 
under the Enabling Act and the Bond Resolution to: (i) authorize, execute, deliver and 
issue, as applicable, (A) this Purchase Contract, (B) the Bonds, (C) a Bond Registrar, 
Transfer Agent and Paying Agent Contract, dated as of [August] 1, 2025 (the “Paying 
Agent/Registrar Agreement”), between the Issuer and U.S. Bank Trust Company, National 
Association, as paying agent and registrar (the “Paying Agent/Registrar”), (D) a 
Development, Financing Participation and Intergovernmental Agreement No. 1 for 
Trillium Community Facilities District (Buckeye, Arizona), dated as of January 11, 2006 
(the “Original Development Agreement”), by and among the Town of Buckeye, Arizona 
(as predecessor to the City of Buckeye, Arizona (the “City”)), the Issuer, Trillium West, 
L.L.C. and Trillium West Holdings, L.L.C., as amended by the First Amendment to 
Development, Financing Participation and Intergovernmental Agreement No. 1 for 
Trillium Community Facilities District (City of Buckeye, Arizona), dated as of April 1, 
2025 (the Original Development Agreement as so amended, the “CFD Development 
Agreement”), by and among the City, the Issuer and the Owner (as successor in interest to 
Trillium West, L.L.C. and Trillium West Holdings, L.L.C.), (E) a Floreo at Teravalis 
Community Facilities District (City of Buckeye, Arizona) Waiver and Development 
Agreement Pertaining to the To Be Formed Special Assessment District No. 1, dated as of 
June 6, 2025 (the “Waiver Agreement”), by and among the Issuer, the Owner and certain 
landowners within the boundaries of Floreo at Teravalis Community Facilities District 
(City of Buckeye, Arizona), (F) the Blanket Issuer Letter of Representations (the “DTC 
Letter”), by the Issuer to The Depository Trust Company (“DTC”), and (G) a Continuing 
Disclosure Undertaking, dated the Closing Date, executed by the Issuer, which satisfies the 
requirements of Section (b)(5)(i) of the Rule (the “Undertaking” and, collectively with this 
Purchase Contract, the Paying Agent/Registrar Agreement, the CFD Development 
Agreement, the Waiver Agreement and the DTC Letter, the “Issuer Documents”); (ii) sell, 
issue and deliver the Bonds to the Underwriter as provided herein; and (iii) carry out and 
consummate the transactions contemplated by the Bond Resolution, the Issuer Documents 
and the Official Statement, and the Issuer has complied, and will at the Closing be in

8 
compliance in all material respects, with the terms of the Enabling Act, the Bond 
Resolution and the Issuer Documents as they pertain to such transactions. 
(b) 
By all necessary official action of the Issuer prior to or concurrently with 
the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it 
for (i) the adoption of the Bond Resolution and the issuance and sale of the Bonds, (ii) the 
approval, execution and delivery of, and the performance by the Issuer of the obligations 
on its part, contained in the Bonds and the Issuer Documents, and (iii) the consummation 
by it of all other transactions contemplated by the Official Statement, and the Issuer 
Documents and any and all such other agreements and documents as may be required to be 
executed, delivered and/or received by the Issuer in order to carry out, give effect to, and 
consummate the transactions contemplated herein and in the Official Statement. 
(c) 
The Bond Resolution (i) authorizes the authorization, execution, delivery 
and issuance, as applicable, of the Issuer Documents and the Bonds as well as the approval, 
execution and authorization of the use and distribution of the Official Statement (including, 
as applicable, the Preliminary Official Statement) and the selling of the Bonds to the 
Underwriter, (ii) has been duly and validly adopted by the Issuer, and (iii) is in full force 
and effect. 
(d) 
The Issuer Documents constitute legal, valid and binding obligations of the 
Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, 
insolvency, reorganization, moratorium and other similar laws and principles of equity 
relating to or affecting the enforcement of creditors’ rights and, in the case of the 
Undertaking, annual appropriation of amounts to pay for compliance therewith, and the 
Bonds, when issued, delivered and paid for, in accordance with the Bond Resolution and 
this Purchase Contract, will constitute legal, valid and binding obligations of the Issuer, 
entitled to the benefits of the Bond Resolution, and enforceable in accordance with their 
terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other similar 
laws and principles of equity relating to or affecting the enforcement of creditors’ rights, 
and all actions necessary shall have been or shall be taken to the extent such action may be 
taken at or prior to the Closing to create the legally valid and binding pledge of and lien 
the Bond Resolution purports to create as set forth herein.  
(e) 
The Issuer is not in breach of or default in any material respect under any 
applicable constitutional provision, law or administrative regulation of the State or the 
United States or any applicable judgment or decree or any loan agreement, indenture, bond, 
note, resolution, agreement or other instrument to which the Issuer is a party or to which 
the Issuer is otherwise subject, no event has occurred and is continuing which constitutes 
or with the passage of time or the giving of notice, or both, would constitute a material 
default or event of default by the Issuer under any of the foregoing and the execution and 
delivery of the Bonds and the Issuer Documents and the adoption of the Bond Resolution 
and compliance with the provisions on the Issuer’s part contained therein, will not conflict 
with or constitute a material breach of or default under any constitutional provision, 
administrative regulation, judgment, decree, loan agreement, indenture, bond, note, 
resolution, agreement or other instrument to which the Issuer is a party or to which the 
Issuer is otherwise subject or under the terms of any such law, regulation or instrument.

9 
(f) 
All authorizations, approvals, licenses, permits, consents and orders of any 
governmental authority, legislative body, board, agency or commission having jurisdiction 
of the matter which are required for the due authorization of, which would constitute a 
condition precedent to, or the absence of which would materially adversely affect the due 
performance by the Issuer of its obligations under the Bond Resolution, the Issuer 
Documents, and the Bonds have been duly obtained, except for such approvals, consents 
and orders as may be required under the “Blue Sky” or securities laws of any jurisdiction 
in connection with the offering and sale of the Bonds. 
(g) 
The Bonds and the Issuer Documents conform to the descriptions thereof 
contained in the Official Statement, and the proceeds of the sale of the Bonds will be 
applied generally as described in the Official Statement. 
(h) 
There is no litigation, action, suit, proceeding, inquiry or investigation, at 
law or in equity, before or by any court, government agency, public board or body, pending 
or overtly threatened against the Issuer, affecting the existence of the Issuer or the titles of 
its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin 
the sale, issuance or delivery of the Bonds, or the levy or collection of the Special 
Assessments (as defined in the Official Statement) from which principal of and interest on 
the Bonds are to be paid pursuant to the Bond Resolution, or in any way contesting or 
affecting the adoption of the Bond Resolution or the validity or enforceability of the Bonds 
or the Issuer Documents, or contesting the exclusion from gross income of interest on the 
Bonds for federal income tax purposes or State income tax purposes, or contesting in any 
way the completeness or accuracy of the Preliminary Official Statement or the Official 
Statement or any supplement or amendment thereto, or contesting the powers of the Issuer 
or any authority for the issuance of the Bonds, the adoption of the Bond Resolution or the 
execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, 
is there any basis therefor, wherein an unfavorable decision, ruling or finding would 
materially adversely affect the validity or enforceability of the Bond Resolution, the Bonds 
or the Issuer Documents. 
(i) 
The Preliminary Official Statement did not, and as of the date hereof does 
not, contain any untrue statement of a material fact or omit to state a material fact necessary 
in order to make the statements therein, in the light of the circumstances under which they 
were made, not misleading. 
(j) 
At the time of the Issuer’s acceptance hereof and (unless the Official 
Statement is amended or supplemented pursuant to Section 4(d) of this Purchase Contract), 
at all times subsequent to the acceptance hereof during the period up to and including the 
Closing Date, the Official Statement will not contain any untrue statement of a material 
fact or omit to state any material fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances under which they were made, not 
misleading. 
(k) 
If the Official Statement is supplemented or amended pursuant to 
Section 4(d) of this Purchase Contract, at the time of each supplement or amendment 
thereto and (unless subsequently again supplemented or amended pursuant to such

10 
paragraph) at all times subsequent thereto during the period up to and including the Closing 
Date, the Official Statement as so supplemented or amended will not contain any untrue 
statement of a material fact or omit to state any material fact required to be stated therein 
or necessary to make the statements therein, in light of the circumstances under which 
made, not misleading. 
(l) 
The Issuer will apply, or cause to be applied, the proceeds from the sale of 
the Bonds as provided in and subject to all of the terms and provisions of the Bond 
Resolution and will not take or omit to take any action which action or omission will 
adversely affect the exclusion from gross income for federal income tax purposes or State 
income tax purposes of the interest on the Bonds. 
(m) 
The Issuer will furnish, at the expense of the Underwriter, such information 
and execute such instruments and take such action in cooperation with the Underwriter as 
the Underwriter may reasonably request (i) to (A) qualify the Bonds for offer and sale 
under the “blue sky” or other securities laws and regulations of such states and other 
jurisdictions in the United States as the Underwriter may designate, and (B) determine the 
eligibility of the Bonds for investment under the laws of such states and other jurisdictions, 
and (ii) to continue such qualifications in effect so long as required for the distribution of 
the Bonds (provided, however, that the Issuer will not be required to qualify as a foreign 
corporation or to file any general or special consents to service of process under the laws 
of any jurisdiction) and will advise the Underwriter immediately of receipt by the Issuer of 
any notification with respect to the suspension of the qualification of the Bonds for sale in 
any jurisdiction or the initiation or threat of any proceeding for that purpose. 
(n) 
The financial information regarding the Issuer in the Preliminary Official 
Statement fairly presents, and in the Official Statement shall fairly present, the financial 
position and results of the Issuer as of the dates and for the periods therein set forth; prior 
to the Closing, there will be no adverse change of a material nature in such financial 
position, results of operations or condition, financial or otherwise, of the Issuer; and the 
Issuer is not a party to any litigation or other proceeding pending or overtly threatened 
which, if decided adversely to the Issuer, would have a materially adverse effect on the 
financial condition of the Issuer. 
(o) 
To the extent the Issuer may agree to do so pursuant to applicable law, prior 
to the Closing the Issuer will not offer or issue any bonds, notes or other obligations for 
borrowed money or incur any material liabilities, direct or contingent, payable from or 
secured by any of the revenues or assets which will secure the Bonds without the prior 
approval of the Underwriter which approval will not be unreasonably withheld. 
(p) 
The Issuer has executed and delivered or shall execute and deliver prior to 
the Closing, and in time for the Closing to occur at its specified time, the documents 
required to cause the Bonds to be eligible for deposit with DTC including the DTC Letter. 
(q) 
The officers and officials of the Issuer executing the Official Statement, the 
Issuer Documents and the Bonds and the officers and officials of the Issuer listed on the 
certificate of the Issuer to be delivered on the Closing Date have been or will have been

11 
duly appointed and are or will be qualified to serve as such officers and officials of the 
Issuer, and any certificate signed by any officer or official of the Issuer authorized to do so 
in connection with the transactions contemplated by this Purchase Contract shall be 
deemed a representation and warranty by the Issuer to the Underwriter as to the statements 
made therein. 
(r) 
The Issuer is the only “obligated person” (as defined in the Rule) with 
respect to the Bonds, and there have not been and, as of the Closing, there will not have 
been, any instances during the preceding five years in which the Issuer failed to comply, in 
all material respects, with any continuing disclosure agreement previously made by the 
Issuer for purposes of the Rule, except as disclosed under “CONTINUING 
DISCLOSURE” in the Official Statement. 
(s) 
The Issuer has submitted the information required with respect to previous 
issuances of bonds and securities pursuant to Section 35-501(B), Arizona Revised Statutes, 
and will file the information relating to the Bonds required to be submitted pursuant thereto 
within sixty (60) days of the Closing Date. 
6. 
Closing. 
(a) 
At 8:00 a.m. local time, Phoenix, Arizona, on _________, 2025, or at such 
other time and date as shall have been mutually agreed upon by the Issuer and the 
Underwriter (the “Closing Date”), the Issuer will, subject to the terms and conditions 
hereof, deliver the Bonds to the Underwriter duly executed and authenticated, together with 
the other documents hereinafter mentioned, and the Underwriter will, subject to the terms 
and conditions hereof, accept such delivery and pay the Purchase Price of the Bonds as set 
forth in Section 1 of this Purchase Contract by wire transfer payable in immediately 
available funds to the order of the Issuer (the “Closing”).  Payment for the Bonds as 
aforesaid shall be made at the offices of Bond Counsel, or such other place as shall have 
been mutually agreed upon by the Issuer and the Underwriter. 
(b) 
Delivery of the Bonds shall be made through the facilities of DTC or, if by 
the means of a “Fast Automated Securities Transfer,” with the Paying Agent/Registrar.  
The Bonds shall be delivered in definitive fully registered form, bearing CUSIP numbers 
without coupons, with one Bond for each maturity of the Bonds, registered in the name of 
Cede & Co., all as provided in the Bond Resolution, and shall be made available to the 
Underwriter at least one business day before the Closing Date for purposes of inspection. 
7. 
Closing Conditions.  The Underwriter has entered into this Purchase Contract in 
reliance upon the representations, warranties, covenants and agreements of the Issuer contained 
herein and of the Owner contained in the Indemnity Letter, and in reliance upon the 
representations, warranties, covenants and agreements to be contained in the documents and 
instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations 
hereunder and by the Owner of its obligations pursuant to the Indemnity Letter, both as of the date 
hereof and as of the Closing Date.  Accordingly, the Underwriter’s obligations under this Purchase 
Contract to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the 
performance by the Issuer of its obligations to be performed hereunder and by the Owner of its

12 
obligations pursuant to the Indemnity Letter and under such documents and instruments on or prior 
to the Closing, and shall also be subject to the following additional conditions, including the 
delivery by the Issuer of such documents as are enumerated herein, in form and substance 
reasonably satisfactory to the Underwriter: 
(a) 
The representations and warranties of the Issuer contained herein and of the 
Owner contained in the Indemnity Letter shall be true, complete and correct on the date 
hereof and on and as of the Closing Date, as if made on the Closing Date; 
(b) 
The Issuer shall have performed and complied with all covenants, 
agreements and conditions required by this Purchase Contract to be performed or complied 
with by it prior to or at the Closing; 
(c) 
At the time of the Closing, (i) the Bond Resolution, the Issuer Documents 
and the Bonds shall be in full force and effect in the form heretofore approved by the 
Underwriter and shall not have been amended, modified or supplemented, and the Official 
Statement shall not have been supplemented or amended, except in any such case as may 
have been agreed to by the Underwriter; and (ii) all actions of the Issuer required to be 
taken by the Issuer shall be performed in order for Bond Counsel and counsel to the 
Underwriter to deliver their respective opinions referred to hereinafter; 
(d) 
At the time of the Closing, all official action of the Issuer relating to the 
Bonds, the Bond Resolution and the Issuer Documents shall be in full force and effect and 
shall not have been amended, modified or supplemented; 
(e) 
At or prior to the Closing, the Bond Resolution shall have been duly 
executed and delivered by the Issuer and the Issuer shall have duly executed and delivered 
and the Paying Agent/Registrar shall have duly authenticated the Bonds; 
(f) 
Prior to or on the Closing Date, no “event of default” shall have occurred or 
be existing under this Purchase Contract, nor shall any event have occurred which, with 
the passage of time or the giving of notice, or both, shall constitute an event of default 
under this Purchase Contract; 
(g) 
At or prior to the Closing, there shall not have occurred any change or any 
development involving a prospective change in the condition, financial or otherwise, or in 
the revenues or operations of the Issuer or the Owner from that set forth in the Preliminary 
Official Statement and the Official Statement that in the judgment of the Underwriter, is 
material and adverse and that makes it, in the judgment of the Underwriter, impracticable 
to market the Bonds on the terms and in the manner contemplated in the Preliminary 
Official Statement and the Official Statement; 
(h) 
Prior to or on the Closing Date, the Issuer shall not have failed to pay 
principal or interest when due on any of its outstanding obligations for borrowed money; 
(i) 
Prior to or on the Closing Date, all steps to be taken and all instruments and 
other documents to be executed, and all other legal matters in connection with the

13 
transactions contemplated by this Purchase Contract shall be reasonably satisfactory in 
legal form and effect to the Underwriter; 
(j) 
At or prior to the Closing, the Underwriter shall have received copies of 
each of the following documents: 
(i) 
The Official Statement, and each supplement or amendment thereto, 
if any, executed on behalf of the Issuer by the Chairman of the District Board, or 
such other official as may have been agreed to by the Underwriter, and the reports 
and audits referred to or appearing in the Official Statement; 
(ii) 
A certified copy of the Bond Resolution with such supplements or 
amendments as may have been agreed to by the Underwriter; 
(iii) 
The Issuer Documents; 
(iv) 
The unqualified approving opinion of Bond Counsel with respect to 
the Bonds, dated the Closing Date and addressed to the Issuer, substantially in the 
form attached to the Official Statement; 
(v) 
A supplemental opinion of Bond Counsel, as Bond Counsel and 
counsel to the Issuer, dated the Closing Date, addressed to the Underwriter and 
substantially in the form attached hereto as Exhibit B; 
(vi) 
An opinion of Greenberg Traurig, LLP, counsel to the Underwriter, 
dated the Closing Date, addressed to the Underwriter and substantially in the form 
attached hereto as Exhibit C; 
(vii) 
An opinion of Fennemore Craig P.C., counsel to the Owner, dated 
the Closing Date, addressed to the Underwriter and the Issuer and substantially in 
the form attached hereto as Exhibit D; 
(viii) A consent of Schnepf Ellsworth Appraisal Group LLC, dated the 
Closing Date, addressed to the Underwriter and substantially in the form attached 
hereto as Exhibit E; 
(ix) 
A certificate from the Owner, dated the Closing Date, signed by an 
authorized official of the Owner and in form and substance satisfactory to the Issuer 
and the Underwriter, to the effect that the representations and warranties contained 
in the Indemnity Letter, the CFD Development Agreement, the Waiver Agreement 
and in the documents executed by the Owner in connection with the issuance of the 
Bonds are true and correct in all material respects as of the Closing Date; 
(x) 
A certificate or certificates of the Issuer, dated the Closing Date, 
signed by an authorized official or authorized officials of the Issuer and in form and 
substance satisfactory to the Underwriter, in which such official or officials state:

14 
(A) 
the representations and warranties of the Issuer contained 
herein are true and correct in all material respects on and as of the Closing 
Date with the same effect as if made on the Closing Date;  
(B) 
except as described in the Official Statement, no litigation or 
proceeding or tax challenge against the Issuer is pending or, to the best of 
such representatives’ knowledge, threatened, before any judicial, quasi-
judicial or administrative forum which would (i) contest the right of the 
members or officials of the Issuer to hold and exercise their respective 
positions, (ii) contest the due organization and valid existence or powers of 
the Issuer, (iii) contest the validity, due authorization and execution of the 
Bonds or the Issuer Documents, or (iv) attempt to limit, enjoin or otherwise 
restrict or prevent the Issuer from functioning and levying, assessing and 
collecting the Special Assessments from which the Bonds are payable 
pursuant to the Bond Resolution, nor to the best of such representatives’ 
knowledge, is there any basis therefor, wherein an unfavorable decision, 
ruling or finding would materially, adversely affect the validity or 
enforceability of the Bond Resolution, the Bonds or the Issuer Documents 
or have a material, adverse effect on the financial condition of the Issuer; 
(C) 
the Bond Resolution has been duly adopted by the Issuer, is 
in full force and effect and has not been modified, amended or repealed, and 
no authority or proceedings for the issuance of the Bonds has been repealed, 
revoked or rescinded and no petition or petitions to revoke or alter the 
authorization to issue the Bonds has been filed with or received by the 
Issuer; 
(D) 
the Issuer has complied with all the agreements and 
covenants and satisfied all the conditions on its part to be performed or 
satisfied prior to or on the Closing Date; and 
(E) 
the Preliminary Official Statement, as of its date and as of 
the date hereof, and the Official Statement, as of its date and as of the 
Closing Date, are true, correct and complete in all material respects and do 
not include any untrue statement of a material fact or omit to state any 
material fact necessary to make such statements, in light of the 
circumstances under which such statements were made, not misleading, and 
no event has occurred since the respective dates of the Preliminary Official 
Statement and the Official Statement which should be disclosed therein in 
order to make the statements and information therein not misleading, 
provided that, as to information related to DTC and its book-entry-only 
system, the Issuer relies solely on the information provided by DTC; 
(xi) 
A specimen of the Bonds; 
(xii) 
A certificate, dated the Closing Date, of appropriate representatives 
of the Issuer in form and substance satisfactory to Bond Counsel and counsel to the

15 
Underwriter (A) setting forth the facts, estimates and circumstances in existence on 
the Closing Date which establish that it is not expected that the proceeds of the 
Bonds will be used in a manner that would cause the Bonds to be “arbitrage bonds” 
within the meaning of Section 148 of the Internal Revenue Code of 1986, as 
amended (the “Code”), and any applicable regulations (whether final, temporary or 
proposed), issued pursuant to the Code, and (B) certifying that to the best of their 
knowledge and belief, there are no other facts, estimates or circumstances that 
would materially change the conclusions, representations and expectations 
contained in such certificate; 
(xiii) Any other certificates and opinions required by the Bond Resolution 
for the issuance thereunder of the Bonds; 
(xiv) A counterpart original of the Official Statement manually executed 
on behalf of the Issuer by the Chairman of the Board of Directors of the Issuer; 
(xv) 
The filing copy of the Information Return Form 8038-G (IRS) for 
the Bonds; 
(xvi) The filing copy of the Report of Bond and Security Issuance for the 
Arizona Department of Administration pursuant to Section 35-501(B), Arizona 
Revised Statutes; 
(xvii) The opinions of counsel to certain other landowners within the 
boundaries of the Issuer who are a party to the Waiver Agreement (not including 
the Owner), addressed to the Issuer, Bond Counsel and the Underwriter, dated the  
Closing Date, covering such matters as the Issuer, Bond Counsel and the 
Underwriter may reasonably request; and 
(xviii) Such additional legal opinions, certificates, instruments and other 
documents as the Underwriter or counsel to the Underwriter may reasonably deem 
necessary to satisfy the conditions to the issuance of the Bonds required by the 
Bond Resolution, to evidence the truth and accuracy, as of the date hereof and as 
of the Closing Date, or prior to such date, of the representations and warranties of 
the Issuer and the Owner contained herein and of the statements and information 
contained in the Official Statement and the due performance or satisfaction by the 
Issuer and the Owner on or prior to the Closing Date of all the respective 
agreements and covenants then to be performed and all conditions then to be 
satisfied by the Issuer and the Owner. 
All of the opinions, letters, certificates, instruments and other documents mentioned 
above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the 
provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. 
If the Issuer and the Owner shall be unable to satisfy the conditions to the 
obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained 
in this Purchase Contract, or if the obligations of the Underwriter to purchase, to accept delivery 
of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract,

16 
this Purchase Contract shall terminate and neither the Underwriter nor the Issuer shall be under 
any further obligation hereunder, except that the respective obligations of the Issuer and the 
Underwriter set forth in Section 9(c) hereof shall continue in full force and effect. 
8. 
Termination.  The Underwriter shall have the right to cancel its obligation to 
purchase the Bonds and to terminate this Purchase Contract by written notice to the Issuer if, at 
any time after the execution of this Purchase Contract to and including the Closing Date, in the 
Underwriter’s sole and reasonable judgment, the market price or marketability of the Bonds, or 
the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially 
adversely affected, by the occurrence of any of the following: 
(a) 
an amendment to the Constitution of the United States or the State shall 
have been passed or legislation shall be enacted by or introduced in the Congress of the 
United States or the legislature of any state having jurisdiction of the subject matter or 
legislation pending in the Congress of the United  States shall have been amended or 
legislation (whether or not then introduced) shall have been recommended to the Congress 
of the United States or to any state having jurisdiction of the subject matter or otherwise 
endorsed for passage (by press release, or other form of notice or otherwise) by the 
President of the United States, the Treasury Department of the United States, the Internal 
Revenue Service or any member of the Congress of the United States or the State 
legislature or favorably reported for passage to either House of the Congress of the United 
States by any committee of such House to which such legislation has been referred for 
consideration, a decision by a court of the United States or of the State or the United States 
Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), 
press release, statement or other form of notice by or on behalf of the Treasury Department 
of the United States, the Internal Revenue Service or other governmental agency shall be 
made or proposed, the effect of any or all of which would be to impose, directly or 
indirectly, federal income taxation or State income taxation upon income of the general 
character to be derived by the Issuer pursuant to the Bond Resolution, or upon interest 
received on obligations of the general character of the Bonds, or, with respect to State 
taxation, of the interest on the Bonds as described in the Official Statement, or other action 
or events shall have transpired which may have the purpose or effect, directly or indirectly, 
of changing the federal income tax consequences or State income tax consequences of any 
of the transactions contemplated herein or affecting the tax status of the Issuer, its property 
or income, its securities (including the Bonds) or the interest thereon, or any tax exemption 
granted or authorized by State legislation; 
(b) 
legislation introduced in or enacted (or resolution passed) by the Congress 
of the United States or recommended for passage (whether or not then introduced) by the 
President of the United States, or an order, decree, or injunction issued by any court of 
competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), 
official statement, press release or other form of notice issued or made by or on behalf of 
the Securities and Exchange Commission (the “SEC”), or any other governmental agency 
having jurisdiction of the subject matter, to the effect that obligations of the general 
character of the Bonds, including any or all underlying arrangements, are not exempt from 
registration under or other requirements of the Securities Act of 1933, as amended, or that 
the Bond Resolution is not exempt from qualification under or other requirements of the

17 
Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of 
obligations of the general character of the Bonds, including any or all underlying 
arrangements, as contemplated hereby or by the Official Statement or otherwise, is or 
would be in violation of the federal securities law as amended and then in effect; 
(c) 
any state blue sky or securities commission or other governmental agency 
or body shall have withheld registration, exemption or clearance of the offering of the 
Bonds as described herein, or issued a stop order or similar ruling relating thereto; 
(d) 
a general suspension of trading in securities on the New York Stock 
Exchange, the American Stock Exchange or any other national securities exchange shall 
be in force or other disruptive events, occurrences or conditions in the securities or debt 
markets shall have occurred, or the establishment of minimum prices on any such 
exchange, the establishment of material restrictions (not in force as of the date hereof) upon 
trading securities generally by any governmental authority or any national securities 
exchange, a general banking moratorium declared by federal, State of New York, or State 
officials authorized to do so, or a material disruption or deterioration in the fixed income 
or municipal securities market; 
(e) 
the New York Stock Exchange or other national securities exchange or any 
governmental authority, shall impose, as to the Bonds or as to obligations of the general 
character of the Bonds, any material restrictions not now in force, or increase materially 
those now in force, with respect to the extension of credit by, or the charge to the net capital 
requirements of, the Underwriter; 
(f) 
any amendment to the federal or state Constitution or action by any federal 
or state court, legislative body, regulatory body, or other authority materially adversely 
affecting the tax status of the Issuer, its property, income securities (or interest thereon), or 
the validity or enforceability of the assessments or the levy of taxes to pay principal of and 
interest on the Bonds; 
(g) 
any event occurring, or information becoming known which, in the 
judgment of the Underwriter, makes untrue in any material respect any statement or 
information contained in the Official Statement, or has the effect that the Official Statement 
contains any untrue statement of material fact or omits to state a material fact required to 
be stated therein or necessary to make the statements therein, in the light of the 
circumstances under which they were made, not misleading; 
(h) 
there shall have occurred since the date of this Purchase Contract any 
materially adverse change in (i) the affairs or financial condition of the Issuer or the Owner, 
(ii) the Bond Resolution, (iii) the Issuer Documents or (iv) the source of payment of the 
Bonds as the foregoing matters are described in the Preliminary Official Statement or the 
Official Statement, which in the professional judgment of the Underwriter materially 
impairs the investment quality of the Bonds; 
(i) 
(i) the United States shall have become engaged in hostilities which have 
resulted in a declaration of war or a national emergency, (ii) there shall have occurred any

18 
other outbreak or escalation of hostilities or a national or international calamity or crisis, 
financial or otherwise, or escalation thereof, (iii) a downgrade of the sovereign debt rating 
of the United States by any major credit rating agency or payment default on United States 
Treasury obligations shall have occurred, or (iv) a default with respect to the debt 
obligations of, or the institution of proceedings under any federal bankruptcy laws by or 
against any state of the United States or any city, county or other political subdivision 
located in the United States having a population of over 1,000,000 shall have occurred; 
(j) 
any fact or event shall exist or have existed that, in the Underwriter’s 
judgment, requires or has required an amendment of or supplement to the Official 
Statement; 
(k) 
there shall have occurred or any notice shall have been given of any 
intended review, downgrading, suspension, withdrawal, or negative change in credit watch 
status by any national rating service to any of the Issuer’s obligations; 
(l) 
the purchase of and payment for the Bonds by the Underwriter, or the resale 
of the Bonds by the Underwriter, on the terms and conditions herein provided shall be 
prohibited by any applicable law, governmental authority, board, agency or commission; 
or  
(m) 
any litigation shall be instituted or be pending at the time of the Closing to 
restrain or enjoin the sale of the Bonds, or in any way contesting or affecting any authority 
for or the validity of the proceedings authorizing and approving the Bond Resolution, the 
Issuer Documents or the existence or powers of the Issuer with respect to its obligations 
under the Issuer Documents. 
9. 
Expenses. 
(a) 
The Underwriter shall be under no obligation to pay, and the Issuer shall 
pay, but only from proceeds of the sale of the Bonds, amounts contributed by the Owner 
or other legally available funds of the Issuer should the Issuer determine to apply funds for 
such purposes, any expenses incident to the performance of the Issuer’s obligations 
hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds 
and preparation and printing or posting of the Preliminary Official Statement and the 
Official Statement; (ii) the fees and disbursements of Bond Counsel and counsel to the 
Underwriter; (iii) the fees and disbursements of the Paying Agent/Registrar; (iv) the fees 
and disbursements of Hilltop Securities Inc., as municipal advisor to the Issuer; (v) the fees 
and disbursements of any other engineers, accountants, and other experts, consultants or 
advisers retained by the Issuer; and (vi)  reimbursement of normally occurring “out of 
pocket” expenses incurred by the Underwriter on the Issuer’s behalf. 
(b) 
The Underwriter shall pay (i) the cost of any Blue Sky Survey and Legal 
Investment Memorandum; (ii) all advertising expenses in connection with the public 
offering of the Bonds; and (iii) all other expenses incurred by it in connection with the 
public offering of the Bonds.

19 
(c) 
If this Purchase Contract shall be terminated by the Underwriter because of 
any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of 
the conditions of this Purchase Contract, or if for any reason the Issuer shall be unable to 
perform its obligations under this Purchase Contract, the Issuer will reimburse the 
Underwriter for all “out-of-pocket” expenses (including the fees and disbursements of 
counsel to the Underwriter) reasonably incurred by the Underwriter in connection with this 
Purchase Contract or the offering contemplated hereunder. 
(d) 
The Issuer acknowledges that it has had an opportunity, in consultation with 
such advisors as it may deem appropriate, if any, to evaluate and consider the fees and 
expenses being incurred as part of the issuance of the Bonds. 
10. 
Notices.  Any notice or other communication to be given to the Issuer under this 
Purchase Contract may be given by delivering the same in writing to the address set forth on the 
first page of this Purchase Contract, and any notice or other communication to be given to the 
Underwriter under this Purchase Contract may be given by delivering the same in writing to 
Raymond James & Associates, Inc., 8501 N. Scottsdale Road, Suite 250, Scottsdale, Arizona 
85253, Attention: Nicholas J. Dodd, Managing Director. 
11. 
Parties in Interest.  This Purchase Contract as heretofore specified shall constitute 
the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter 
(including successors or assigns of the Underwriter), and no other person shall acquire or have any 
right hereunder or by virtue hereof.  This Purchase Contract may not be assigned by the Issuer.  
All of the Issuer’s representations, warranties and agreements contained in this Purchase Contract 
shall remain operative and in full force and effect, regardless of (a) any investigations made by or 
on behalf of the Underwriter, (b) delivery of and payment for the Bonds pursuant to this Purchase 
Contract, and (c) any termination of this Purchase Contract. 
12. 
Effectiveness.  This Purchase Contract shall become effective upon the acceptance 
hereof by the Issuer and shall be valid and enforceable at the time of such acceptance. 
13. 
Choice of Law.  This Purchase Contract shall be governed by and construed in 
accordance with the law of the State. 
14. 
Severability.  If any provision of this Purchase Contract shall be held or deemed to 
be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any 
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any 
Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have 
the effect of rendering the provision in question invalid, inoperative or unenforceable in any other 
case or circumstance, or of rendering any other provision or provisions of this Purchase Contract 
invalid, inoperative or unenforceable to any extent whatever. 
15. 
Business Day.  For purposes of this Purchase Contract, “business day” means any 
day on which the New York Stock Exchange is open for trading. 
16. 
Section Headings.  Section headings have been inserted in this Purchase Contract 
as a matter of convenience of reference only, and it is agreed that such section headings are not a

20 
part of this Purchase Contract and will not be used in the interpretation of any provisions of this 
Purchase Contract. 
17. 
Counterparts.  This Purchase Contract may be executed in several counterparts each 
of which shall be regarded as an original (with the same effect as if the signatures thereto and 
hereto were upon the same document) and all of which shall constitute one and the same document. 
18. 
Cancellation of Purchase Contract.  As required by the provisions of Section 38-
511, Arizona Revised Statutes, notice is hereby given that the State, its political subdivisions 
(including the Issuer) 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 of the contract with respect to the 
subject matter of the contract.  The cancellation shall be effective when written notice from the 
Governor or the chief executive officer or governing body of the political subdivision is received 
by all other parties to the contract unless the notice specifies a later time.  The State, its political 
subdivisions or any department or agency of either may recoup any fee or commission paid or due 
to any person significantly involved in initiating, negotiating, securing, drafting or creating the 
contract on behalf of the State, its political subdivisions or any department or agency of either from 
any other party to the contract arising as the result of the contract.  This Section 18 is not intended 
to expand or enlarge the rights of the Issuer hereunder except as required by such Section 38-511, 
Arizona Revised Statutes.  Each of the parties hereto hereby certifies that it is not presently aware 
of any violation of Section 38-511, Arizona Revised Statutes which would adversely affect the 
enforceability of this Purchase Contract and covenants that it shall take no action which would 
result in a violation of such Section 38-511, Arizona Revised Statutes. 
19. 
Electronic Signature.  The electronic signature of a party to this Purchase Contract 
shall be as valid as an original signature of such party and shall be effective to bind such party to 
this Purchase Contract.  For purposes hereof: (a) “electronic signature” means a manually signed 
original signature that is then transmitted by electronic means; and (b) “transmitted by electronic 
means” means sent in the for of a facsimile or sent via the internet as a portable document format 
(“PDF”) or other replicating image attached to an electronic mail or internet message. 
[Signature page follows.]

[Signature page to Purchase Contract] 
If you agree with the foregoing, please sign the enclosed counterpart of this 
Purchase Contract and return it to the Underwriter.  This Purchase Contract shall become a binding 
agreement between you and the Underwriter when at least the counterpart hereof shall have been 
signed by or on behalf of each of the parties hereto and the Indemnity Letter has been delivered as 
provided herein. 
Very truly yours, 
RAYMOND JAMES & ASSOCIATES, INC. 
 
 
 
...................................................................................  
Nicholas J. Dodd, Managing Director 
 
 
ACCEPTED THIS ____ DAY OF 
_________ 2025 at ______ __.M. 
 
 
FLOREO AT TERAVALIS COMMUNITY 
FACILITIES DISTRICT (CITY OF BUCKEYE, 
ARIZONA) 
 
 
 
By…………………………………………………... 
     District Treasurer 
 
 
APPROVED AS TO FORM: 
 
GUST ROSENFELD P.L.C.,  
Attorney for the District 
 
 
 
………………………………………..

Schedule-1 
SCHEDULE 
$_____,000 
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT  
(CITY OF BUCKEYE, ARIZONA) 
SPECIAL ASSESSMENT DISTRICT NO. 1 
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025 
Dated Date: _____, 2025 
Maturity 
(July 1) 
Principal 
 Amount   
Interest 
  Rate   
Yield 
 
$ 
% 
% 
 
 
 
 
 
[* Subject to “hold-the-offering-price rule” described herein.] 
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 (as defined in the Official 
Statement) 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 (as defined in the Official Statement), 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 (each term as defined in the 
Official Statement). 
Optional Redemption.  The Bonds maturing on or after July 1, 20___, will 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.

Schedule-2 
Mandatory 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   
Bonds Maturing in 20___ 
 
$  
 
 
 
 
 
 
 
 
 
 
_______________ 
* Maturity 
 
Whenever Bonds are redeemed (other than pursuant to mandatory redemption) or 
delivered to the Paying Agent/Registrar for cancellation, the principal amount of the Bonds of such 
maturity so retired shall satisfy and be credited against the mandatory redemption requirements 
for 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.

A-1 
EXHIBIT A 
FORM OF ISSUE PRICE CERTIFICATE 
Raymond James & Associates, Inc. (“Raymond James”), as underwriter for the Floreo at 
Teravalis Community Facilities District (City of Buckeye, Arizona) Special Assessment District 
No. 1 Special Assessment Revenue Bonds, Series 2025 (the “Bonds”), based on its knowledge 
regarding the sale of the Bonds, certifies as of this date as follows: 
(1) 
Issue Price. 
[If the issue price is determined using only the general rule (actual sales of at least 
10%) in Regulations § 1.148-1(f)(2)(i): 
(A) 
As of the date of this certificate, for each Maturity listed on Schedule A as 
the “General Rule Maturities,” the first price at which at least 10% of such Maturity was sold to 
the Public is the respective price listed in Schedule A attached hereto (the “Sale Price” as 
applicable each Maturity).] 
[If the issue price is determined using a combination of actual sales (Regulations 
§ 1.148-1(f)(2)(i)) and hold-the-offering-price (Regulations § 1.148-1(f)(2)(ii): 
(A) 
As of the date of this certificate, for each Maturity listed on Schedule A as 
the “General Rule Maturities,” the first price at which at least 10% of such Maturity was sold to 
the Public is the respective price listed in Schedule A attached hereto (the “Sale Price” as 
applicable to each Maturity of the General Rule Maturities). 
(B) 
On or before the Sale Date, Raymond James offered the Maturities listed on 
Schedule A as the “Hold-the-Offering-Price Maturities” to the Public for purchase at the respective 
initial offering prices listed in Schedule A attached hereto (the “Initial Offering Prices” as 
applicable to each Maturity of the Hold-the-Offering-Price Maturities).  A copy of the pricing wire 
or equivalent communication for the Bonds is attached to this certificate as Schedule B.  
(C) 
As set forth in the Purchase Contract, dated [Pricing Date], between 
Raymond James and the Issuer, Raymond James has agreed in writing that, (i) for each Maturity 
of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any portion of such 
Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity 
during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any 
selling group agreement shall contain the agreement of each dealer who is a member of the selling 
group, and any third-party distribution agreement shall contain the agreement of each broker-
dealer who is a party to the third-party distribution agreement, to comply with the hold-the-
offering-price rule.  Pursuant to such agreement, Raymond James has not offered or sold any 
Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective 
Initial Offering Price for that Maturity of the Bonds during the Holding Period. 
(D) 
The aggregate of the Sale Prices of the General Rule Maturities and the 
Initial Offering Prices of the Hold-the-Offering-Price Maturities is $[______] for the Bonds (the 
“Issue Price”).]

A-2 
[If the issue price is determined using only the hold-the-offering-price rule in 
Regulations § 1.148-1(f)(2)(ii): 
(A) 
Raymond James offered, on or before the Sale Date, each Maturity of the 
Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A 
attached hereto (the “Initial Offering Prices”).  A copy of the pricing wire or equivalent 
communication for the Bonds is attached to this certificate as Schedule A. The aggregate of the 
Initial Offering Prices of each Maturity is $[_______] (the “Issue Price”).  
(B) 
As set forth in the Purchase Contract, dated [Pricing Date], between 
Raymond James and the Issuer, Raymond James has agreed in writing that, (i) for each Maturity 
of the Bond, it would neither offer nor sell any portion of such Maturity to any person at a price 
that is higher than the Initial Offering Price for such Maturity during the Holding Period for such 
Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain 
the agreement of each dealer who is a member of the selling group, and any third-party distribution 
agreement shall contain the agreement of each broker-dealer who is a party to the third-party 
distribution agreement, to comply with the hold-the-offering-price rule.  Pursuant to such 
agreement, Raymond James has not offered or sold any Maturity of the Bond at a price that is 
higher than the respective Initial Offering Price for that Maturity of the Bond during the Holding 
Period.] 
 
[(B),(E), or (C)] 
Definitions.  [NOTE: If issue price is determined using only 
the general rule (actual sales of 10%), delete the definitions of “Holding Period” and “Sale Date.”] 
[“Holding Period” means, for each Hold-the-Offering-Price Maturity of the Bonds, the 
period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day 
after the Sale Date ([DATE]), or (ii) the date on which Raymond James has sold at least 10% of 
such Maturity of the Bonds to the Public at a price that is no higher than the Initial Offering Price 
for such Maturity.] 
“Issuer” means Floreo at Teravalis Community Facilities District (City of Buckeye, 
Arizona). 
“Maturity” means Bonds with the same credit and payment terms.  Bonds with different 
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated 
as separate Maturities. 
“Public” means any person (including an individual, trust, estate, partnership, association, 
company, or corporation) other than an Underwriter or a related party to an Underwriter.  The term 
“related party” for purposes of this certificate generally means any two or more persons who have 
greater than 50 percent common ownership, directly or indirectly. 
[“Sale Date” means the first day on which there is a binding contract in writing for the sale 
of a Maturity of the Bonds.  The Sale Date of the Issue is [DATE].] 
“Underwriter” means (i) any person that agrees pursuant to a written contract with the 
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial 
sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly

A-3 
or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale 
of the Bonds to the Public (including a member of a selling group or a party to a third-party 
distribution agreement participating in the initial sale of the Bonds to the Public). 
All capitalized terms not defined in this certificate have the meaning set forth in the Issuer’s 
Tax Certificate. 
The signer is an officer of Raymond James and duly authorized to execute and deliver this 
Certificate.  The representations set forth in this certificate are limited to factual matters only.  
Nothing in this certificate represents Raymond James’s interpretation of any laws, including 
specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the 
Treasury Regulations thereunder.  The undersigned understands that the foregoing information 
will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax 
Certificate of the Issuer and with respect to compliance with the federal income tax rules affecting 
the Bonds, and by Gust Rosenfeld P.L.C., as bond counsel, in connection with rendering its opinion 
that the interest on the Bonds is excluded from gross income for federal income tax purposes, the 
preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice 
that it may give to the Issuer from time to time relating to the Bonds.  Except as expressly set forth 
above, the certifications set forth herein may not be relied upon or used by any third party or for 
any other purpose.] 
Dated: [Closing Date] 
RAYMOND JAMES & ASSOCIATES, INC. 
 
By:................................................................... 
 
Title:................................................................

A-4 
SCHEDULE A 
 
$____,000 
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT  
(CITY OF BUCKEYE, ARIZONA) 
SPECIAL ASSESSMENT DISTRICT NO. 1 
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025 
 
General Rule Maturities 
Maturity Date 
(July 1) 
Principal 
Amount 
Interest 
Rate 
Yield 
Price 
Issue Price 
 
 
 
 
 
 
 
$  
% 
% 
% 
$  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[Hold-the-Offering-Price Maturities] 
Maturity Date 
(July 1) 
Principal 
Amount 
Interest 
Rate 
Yield 
Price 
Issue Price 
 
 
 
 
 
 
 
$ 
% 
% 
% 
$ 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[*Yield and Price assume redemption on July 1, 20__, the earliest optional redemption 
date.]

A-5 
SCHEDULE B 
[Actual Sales for Undersold Maturities as of the Closing Date] 
[PRICING WIRE OR EQUIVALENT COMMUNICATION] 
(Attached)

B-1 
EXHIBIT B 
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL 
[LETTERHEAD OF GUST ROSENFELD P.L.C.] 
[Closing Date] 
Raymond James & Associates, Inc. 
8501 N. Scottsdale Road, Suite 250 
Scottsdale, Arizona 85253 
Re: 
Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) 
Special Assessment District No. 1 Special Assessment Revenue Bonds, Series 2025 
We have acted as Bond Counsel to Floreo at Teravalis Community Facilities District (City 
of Buckeye, Arizona) (the “Issuer”) in connection with the issuance this date by the Issuer of bonds 
designated its Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) 
Special Assessment District No. 1 Special Assessment Revenue Bonds, Series 2025, in the 
principal amount of $_________,000 (the “Bonds”) and otherwise as special counsel to the Issuer 
including for purposes relating to execution and delivery of the “Waiver Agreement” and the “CFD 
Development Agreement” as such terms are defined in the hereinafter described Purchase 
Contract.  The Bonds are issued pursuant to the resolution adopted by the Board of Directors of 
the Issuer on [July 1], 2025 (the “Bond Resolution”), are the subject of an Official Statement, dated 
________, 2025 (the “Official Statement”), and are the subject of a Purchase Contract, dated 
_________, 2025 (the “Purchase Contract”), by and between the Issuer and Raymond James & 
Associates, Inc. (the “Underwriter”), a Bond Registrar, Transfer Agent and Paying Agent Contract, 
dated as of [August] 1, 2025 (the “Paying Agent/Registrar Agreement”), by and between the Issuer 
and U.S. Bank Trust Company, National Association, as Paying Agent/Registrar, the Blanket 
Issuer Letter of Representations, by and between the Issuer and The Depository Trust Company 
(the “DTC Letter”), and a Continuing Disclosure Undertaking from the Issuer, dated the date 
hereof (the “Undertaking” and, collectively with the Paying Agent/Registrar Agreement, the 
Waiver Agreement, the CFD Development Agreement, the DTC Letter and the Purchase Contract, 
the “Issuer Documents”). You may rely on our opinion as Bond Counsel, dated of even date 
herewith, with regard to the Bonds as if addressed to you. 
In our capacity as Bond Counsel, and as special counsel as described hereinabove to the 
Issuer, we have examined and relied upon: 
(i) 
A certified copy of the Bond Resolution (which authorized, among other matters, 
execution and delivery of the Purchase Contract); 
(ii) 
An executed copy of the Paying Agent/Registrar Agreement; 
(iii) 
An executed copy of the Official Statement;

Raymond James & Associates, Inc. 
Page 2 
 
 
B-2 
(iv) 
An executed copy of the Purchase Contract;  
(v) 
An executed copy of the Waiver Agreement; 
(vi) 
An executed copy of the CFD Development Agreement; 
(vii) An executed copy of the Undertaking; 
(viii) An executed copy of the DTC Letter; 
(ix) 
Such other agreements, certificates (including particularly, but not by way of 
limitation, representations of Trillium Land Company, LLC (the “Owner”), 
provided in the Waiver Agreement and the CFD Development Agreement), 
opinions (including particularly, but not by way of limitation, an opinion of 
Fennemore Craig P.C., counsel to the Owner), letters and other documents, 
including all documents delivered or distributed at the closing of the sale of the 
Bonds, as we have deemed necessary or appropriate in rendering the opinions set 
forth herein; and 
(x) 
Such provisions of the Constitution and laws of the State of Arizona and the United 
States of America as we believe necessary to enable us to render the opinions set 
forth herein. 
In our examination, we have assumed the authenticity of all documents submitted to us as 
originals, the conformity to original copies of all documents submitted to us as certified or 
photostatic copies, the authenticity of the originals of such latter documents and the accuracy of 
the statements contained in such certificates.  In connection with our representation of the Issuer 
in the capacities described above, we have also participated in conferences from time to time with 
representatives of the Issuer, the Underwriter, the City of Buckeye, Arizona, the Paying 
Agent/Registrar and the Owner relating to the Official Statement and the Issuer Documents. 
We are of the opinion, based upon the foregoing and subject to the reliance hereinabove 
indicated and the qualifications hereinafter set forth, that under applicable law of the State of 
Arizona and federal law of the United States of America in force and effect on the date hereof: 
1. 
The Issuer is duly organized and validly existing as a community facilities district 
for purposes set forth in Section 48-708(B), Arizona Revised Statutes, as amended, pursuant to the 
Constitution and laws of the State of Arizona and has all requisite power and authority thereunder 
(a) to adopt the Bond Resolution, (b) to authorize, execute, deliver and issue, as applicable, the 
Bond Resolution, the Issuer Documents and the Bonds, (c) to approve, execute and authorize the 
use and distribution of the Official Statement (including, as applicable, the Preliminary Official 
Statement, dated ___________, 2025 (the “Preliminary Official Statement”), with respect to the 
Bonds) and (d) to carry out and consummate the transactions contemplated by the Official 
Statement, the Bond Resolution, the Issuer Documents and the Bonds (including performing the 
applicable obligations thereunder).

Raymond James & Associates, Inc. 
Page 3 
 
 
B-3 
2. 
Adoption of the Bond Resolution; authorization, execution, delivery and issuance, 
as applicable, of, and the due performance of the obligations of the Issuer under, the Issuer 
Documents and the Bonds and the approval, execution and authorization of the use and distribution 
of the Official Statement (including, as applicable, the Preliminary Official Statement) by the 
Issuer under the circumstances contemplated thereby do not and will not in any material respect 
conflict with or constitute on the part of the Issuer a breach of or default under any agreement or 
other instrument to which the Issuer is a party or of any existing law, ordinance, administrative 
regulation, court order or consent decree to which the Issuer is subject. 
3. 
No consent of any other party, and no consent, license, approval or authorization 
of, exemption by or registration with any governmental body, authority, bureau or agency (other 
than those that have been obtained or will be obtained prior to the delivery of the Bonds), is 
required in connection with the adoption by the Issuer of the Bond Resolution or the authorization, 
execution, delivery, issuance and performance, as applicable, by the Issuer of the Issuer 
Documents and the Bonds and the consummation of the transactions contemplated by the Official 
Statement. 
4. 
The Issuer has duly (a) adopted the Bond Resolution, (b) authorized (i) the 
authorization, execution, delivery and issuance, as applicable of, and the performance of its 
obligations under, the Issuer Documents and the Bonds and (ii) the taking of the actions required 
on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated 
by the Official Statement, the Bond Resolution, the Issuer Documents and the Bonds and (c) levied 
the special assessments from which the Bonds are payable.  The liens with respect to such special 
assessments have been perfected pursuant to applicable law and as described in the Official 
Statement.  The Issuer has complied with all applicable provisions of law and has taken all actions 
required to be taken by it to the date hereof in connection with the transactions contemplated by 
the aforesaid documents. 
5. 
The Issuer Documents and the Bond Resolution have been duly authorized, 
adopted, executed and delivered, as applicable, by the Issuer and, assuming due and valid 
authorization, execution and delivery by the other party or parties thereto, the Issuer Documents 
constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their 
terms. 
6. 
Based solely upon a search of the available records of the Superior Court in and for 
the State of Arizona, County of Maricopa and the United States District Court for the District of 
Arizona for the five-year period ending ____________, and upon inquiry of Issuer officials, there 
is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, 
governmental agency, public board or body, pending or overtly threatened against or affecting the 
Issuer, and there is no basis therefor, (a) which in any way questions the powers of the Issuer 
referred to hereinabove or the validity of the proceedings taken by the Issuer in connection with 
the sale and issuance of the Bonds, (b) wherein an unfavorable decision, ruling or finding would 
adversely affect the transactions contemplated by the Official Statement, the Bond Resolution, the 
Issuer Documents or the Bonds or would in any way adversely affect the validity or enforceability 
of the Bond Resolution, the Issuer Documents or the Bonds (or of any other instrument required

Raymond James & Associates, Inc. 
Page 4 
 
 
B-4 
or contemplated for use in consummating the transactions contemplated thereby or by the Purchase 
Contract or by the Official Statement) or (c) contesting in any way the completeness or accuracy 
of the Preliminary Official Statement or the Official Statement.  Further, there are no lawsuits 
pending or overtly threatened against the Issuer which question the right of the Issuer to levy, 
receive and pledge special assessments or taxes, nor lawsuits pending or overtly threatened against 
the Issuer which, if decided adversely to the Issuer, would, individually or in the aggregate, have 
a material adverse effect on the financial condition of the Issuer or impair the ability of the Issuer 
to materially comply with all the requirements set forth in the Official Statement, the Bond 
Resolution, the Issuer Documents or the Bonds. 
7. 
The information contained in the Preliminary Official Statement and the Official 
Statement in the tax caption on the cover thereof, under the headings “INTRODUCTION,” “THE 
BONDS,” “SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS,” 
“LITIGATION,” “TAX EXEMPTION,” [“ORIGINAL ISSUE DISCOUNT,” “BOND 
PREMIUM,”] “CONTINUING DISCLOSURE” (except as it relates to compliance with prior 
continuing disclosure obligations of the Issuer) and “RELATIONSHIPS AMONG PARTIES” 
(solely as it relates to Bond Counsel) therein and in APPENDIX B - “FORM OF APPROVING 
LEGAL OPINION OF BOND COUNSEL,” APPENDIX D - “FORM OF CONTINUING 
DISCLOSURE UNDERTAKING,” and APPENDIX F - “CERTAIN STATUTORY 
PROVISIONS APPLICABLE TO THE FORECLOSURE PROCESS” insofar as such information 
purports to summarize certain provisions of federal or state law or of the Bonds, fairly summarizes 
the information which it purports to summarize.  The purpose of our professional engagement did 
not include establishing or confirming factual matters in the Preliminary Official Statement or in 
the Official Statement, and we have not undertaken to independently verify any such factual 
matters.  Furthermore, based solely on our participation in the transaction as Bond Counsel, 
nothing has come to our attention that would lead us to believe that the information and statements 
in the Preliminary Official Statement, as of its date and as of the date of sale of the Bonds, and the 
Official Statement, as of its date and as of the date hereof, contained or contain any untrue 
statement of a material fact or omitted or omit, respectively, to state a material fact necessary in 
order to make the statements therein, in the light of the circumstances under which they were made, 
not misleading; provided that, no view is expressed as to the financial statements of the Issuer, any 
other financial, forecast, technical or statistical data, and any information in the Preliminary 
Official Statement or the Official Statement respecting The Depository Trust Company. 
8. 
It is not necessary in connection with the sale and issuance of the Bonds to the 
public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Bond 
Resolution under the Trust Indenture Act of 1939, as amended. 
Our opinions expressed in paragraph 5 hereof are qualified to the extent that the 
enforceability of the Issuer Documents are dependent upon the due authorization, execution and 
delivery of (and authority to perform lawfully) the Issuer Documents by the other parties thereto 
and to the extent that the enforceability of the Issuer Documents may be limited by bankruptcy, 
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and the 
exercise of judicial discretion in accordance with general principles of equity, including possible 
refusal by a particular court to grant certain equitable remedies such as specific performance with

Raymond James & Associates, Inc. 
Page 5 
 
 
B-5 
respect to the enforcement of any provision of such documents.  We express no opinion as to the 
enforceability of any provisions of the Issuer Documents (i) restricting access to legal or equitable 
remedies, (ii) purporting to establish evidentiary standards or waiving or otherwise affecting any 
rights to notice, demand or exhaustion of collateral, (iii) relating to self-help, subrogation, 
indemnification, delay or omission to enforce rights or remedies, severability or marshalling of 
assets or (iv) purporting to grant to the owners of the Bonds or to any party to the Issuer Documents 
(other than the Issuer) any rights or remedies not specifically set forth therein. 
This opinion is furnished by us as Bond Counsel.  No attorney-client relationship has 
existed or exists between our firm and the addressee in connection with the Bonds or by virtue of 
this opinion.  This opinion is solely for the addressee’s benefit and, except as specifically stated 
herein, is not to be used, circulated, quoted or otherwise referred to or relied upon for any other 
purpose or by any other person.  This opinion speaks only as of its date, and no republication is 
intended upon the sale, assignment, conveyance or transfer of the Bonds by the Underwriter. 
Respectfully submitted,

C-1 
EXHIBIT C 
FORM OF OPINION OF COUNSEL TO UNDERWRITER 
[LETTERHEAD OF GREENBERG TRAURIG] 
________, 2025 
Raymond James & Associates, Inc. 
8501 N. Scottsdale Road 
Suite 250 
Scottsdale, Arizona 85253 
Re: 
Floreo at Teravalis Community Facilities District (City of Buckeye, 
Arizona) Special Assessment District No. 1 Special Assessment Revenue 
Bonds, Series 2025 
 
We have acted as counsel to you in connection with the purchase by you of the 
captioned Bonds (collectively, the “Bonds”).  This opinion is rendered pursuant to the Purchase 
Contract, dated _________, 2025 (the “Purchase Agreement”), between you and Floreo at 
Teravalis Community Facilities District (City of Buckeye, Arizona).  Capitalized terms not 
otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement. 
 
As your counsel, we have examined the Preliminary Official Statement, the Official 
Statement, the Bond Resolution, the Undertaking, the Securities Act of 1933, as amended (the 
“1933 Act”), the Trust Indenture Act of 1939, as amended (the “1939 Act”), the rules, regulations 
and interpretations under the 1933 Act and the 1939 Act, and Rule 15c2-12 (the “Rule”) prescribed 
under the Securities Exchange Act of 1934, as amended (the “Act”).  In addition, we have 
examined originals (or copies certified or otherwise identified to our satisfaction) of such other 
instruments, certificates and documents as we have deemed necessary or appropriate for the 
purposes of the opinions rendered below.  In such examination, we have assumed the genuineness 
of all signatures, the authenticity of all documents submitted to us as originals and the conformity 
to the original documents of all documents submitted to us as copies.  As to any facts material to 
our opinion, we have, when relevant facts were not independently established, relied upon the 
aforesaid instruments, certificates and other documents. 
 
In providing the statement of belief set forth in the paragraph immediately below, 
reference is made to the Preliminary Official Statement and the Official Statement.  As your 
counsel, we reviewed the Preliminary Official Statement and the Official Statement and 
participated in conferences in which the contents of the Preliminary Official Statement and the 
Official Statement and other matters were discussed.  The purpose of our professional engagement 
was not to establish or to confirm factual matters set forth in the Preliminary Official Statement or 
in the Official Statement, and we have not undertaken to verify independently any of such factual 
matters.   
Subject to the foregoing, and on the basis of the information we gained in the course

C-2 
of performing the services referred to above, we confirm to you that no facts have come to the 
attention of the attorneys in our firm rendering legal services in connection with this matter that 
cause them to believe that the Preliminary Official Statement, as of its date or as of the date of the 
Purchase Agreement, or the Official Statement, as of its date or as of the date hereof, contained or 
contains any untrue statement of a material fact or omitted or omits to state any material fact 
necessary to make the statements made therein, in the light of the circumstances under which they 
were made, not misleading; provided, however, we do not assume responsibility for the accuracy, 
completeness or fairness of the statements contained in the Preliminary Official Statement or the 
Official Statement, nor do we express any belief with respect to any financial and statistical data 
and forecasts, projections, numbers, estimates, assumptions, and expressions of opinion, 
information concerning The Depository Trust Company and the book-entry system for the Bonds, 
and information under the headings “TAX EXEMPTION,” “ORIGINAL ISSUE DISCOUNT,” 
“BOND PREMIUM” and in APPENDIX B – “FORM OF APPROVING LEGAL OPINION OF 
BOND COUNSEL,” APPENDIX C – “EXECUTIVE SUMMARY OF APPRAISAL,” or 
APPENDIX F – “CERTAIN STATUTORY PROVISIONS APPLICABLE TO THE 
FORECLOSURE PROCESS” contained or incorporated by reference in the Preliminary Official 
Statement or the Official Statement and its Appendices, which we expressly exclude from the 
scope of this paragraph. 
We also have rendered legal advice and assistance to you as to the requirements of 
the Rule prescribed under the Act, in connection with your review, for purposes of the Rule, of the 
Undertaking.  Based upon our examination of the items referenced in this letter, including the 
Undertaking and the Rule, and subject to the limitations expressed above, we are of the opinion 
that, under existing law, the Undertaking satisfies paragraph (b)(5)(i) of the Rule, which requires 
an undertaking for the benefit of the holders, including beneficial owners, of the Bonds to provide 
certain annual financial information and event notices at the time and in the manner required by 
the Rule. 
Based upon our examination of the items referenced in this letter, we are further of 
the opinion that it is not necessary in connection with the sale of the Bonds to the public to register 
the Bonds under the 1933 Act or to qualify the Bond Resolution under the 1939 Act.  For purposes 
of rendering such opinion, we have relied on the legal conclusions expressed by Gust Rosenfeld 
P.L.C., as Bond Counsel, as to the validity of the Bonds and the exclusion of interest on the Bonds 
from the gross income of their owners for federal income tax purposes. 
We have not investigated independently the accuracy of any legal conclusions upon 
which we have relied that are expressed by other counsel; however, attorneys in our firm rendering 
legal services in connection with this matter are not presently aware of any information that leads 
us to believe that it would be unreasonable to rely upon those legal conclusions. 
References in this letter to “attorneys in our firm rendering legal services in 
connection with this matter” refer only to those attorneys now with this firm who rendered legal 
services in connection with our representation of you in this matter. 
Our engagement with respect to the matters addressed in this letter is concluded 
upon the delivery of this letter.  The views expressed in this letter are as of, and are based upon the 
law in effect on, the date of this letter.  Those views may be affected by actions taken or omitted

C-3 
or events occurring after the date of this letter, and we assume no obligation to revise or supplement 
this letter or to determine or to inform any person if such law changes or if any such actions are 
taken or omitted or any such events occur. 
This letter is furnished solely for your benefit in connection with your purchase of the 
Bonds, and this letter may not, without our prior express consent, be used, circulated, quoted or 
otherwise referred to (except in lists or sets of closing documents), or be relied upon by any other 
person or for any other purpose. 
Respectfully submitted,

D-1 
EXHIBIT D 
FORM OF OPINION OF COUNSEL TO TRILLIUM LAND COMPANY, LLC 
[LETTERHEAD OF FENNEMORE CRAIG P.C.] 
 
_______, 2025 
Raymond James & Associates, Inc. 
8501 N. Scottsdale Road 
Suite 250 
Scottsdale, Arizona 85253 
Floreo at Teravalis Community Facilities District 
(City of Buckeye, Arizona)  
c/o City of Buckeye, Arizona 
530 E. Monroe Avenue 
Buckeye, Arizona 85326 
Re: 
$______,000 Floreo at Teravalis Community Facilities District (City of Buckeye, 
Arizona) Special Assessment District No. 1 Special Assessment Revenue Bonds, 
Series 2025 (the “Bonds”) 
Ladies and Gentlemen: 
We have acted as counsel to Trillium Land Company, LLC, a Delaware limited 
liability company (the “Owner”), particularly in connection with the transactions provided for by 
the documents referred to herein (collectively, the “Transaction”), in connection with the 
establishment of Special Assessment District No. 1 (“SAD 1”) and the levy of assessments (the 
“Assessment”) against the assessed parcels in SAD 1 and the sale and issuance of the Bonds sold 
pursuant to a Purchase Contract, dated ________, 2025 (the “Purchase Contract”), by and between 
Raymond James & Associates, Inc. (the “Underwriter”), and Floreo at Teravalis Community 
Facilities District (City of Buckeye, Arizona) (the “District”). Any capitalized term used herein 
and not defined shall have the meaning assigned to it in the Purchase Contract. 
As such counsel, we have reviewed the following documents, each of which is dated as 
of the date hereof unless otherwise indicated (collectively, the “Documents”): 
1. 
Floreo at Teravalis Community Facilities District (City of Buckeye, 
Arizona) Waiver and Development Agreement Pertaining to the To Be Formed Special 
Assessment District No. 1, recorded on June 6, 2025 as Maricopa County Recorder Document 
2025-0327590, in the Official Records of the Maricopa County Recorder, by and among the 
District, the Owner and certain landowners within the District (the “Waiver and Development 
Agreement”).

D-2 
2.  
Development, Financing Participation and Intergovernmental Agreement 
No. 1 for Trillium Community Facilities District (Buckeye, Arizona), dated as of January 11, 2006, 
by and among the Town of Buckeye, Arizona (as predecessor to the City of Buckeye, Arizona (the 
“City”)), the District, Trillium West, L.L.C. and Trillium West Holdings, L.L.C. (the “Original 
Development Agreement”), as amended by the First Amendment to Development, Financing 
Participation and Intergovernmental Agreement No. 1 for Trillium Community Facilities District 
(City of Buckeye, Arizona), dated as of April 1, 2025 (the Original Development Agreement, as 
so amended, the “CFD Development Agreement”), by and among the City, the District and the 
Owner (as successor in interest to Trillium West, L.L.C. and Trillium West Holdings, L.L.C.). 
3. 
Preliminary Official Statement, dated ______, 2025 (the “Preliminary 
Official Statement”) and the Official Statement, dated _______, 2025 (the “Official Statement”), 
executed by the District.  
4. 
Indemnity Letter, dated _________, 2025 by the Owner to the Underwriter 
and the District (the “Indemnity Letter” and, together with the Waiver and Development 
Agreement and the CFD Development Agreement, the “Owner Bond Documents”).  
5. 
Certified copy of the Certificate of Formation of Owner from the Delaware 
Secretary of State, Division of Corporations, dated ______, _____, (the “Owner Certificate of 
Formation”). 
6. 
Limited Liability Company Agreement of Owner dated ___________. 
7. 
Certificate of Good Standing of Owner, dated ____________ __, 2025, 
issued by the Delaware Secretary of State. 
8. 
Certificate of Good Standing of Owner, dated ______________ __, 2025, 
issued by the Arizona Corporation Commission. 
9. 
Closing Certificate of Owner, dated _________, 2025 (the “Owner Closing 
Certificate”). 
10. 
Consent of [Trillium Development Holding Company, LLC], as the [sole 
member] of Owner, dated ____________, 2025, a copy of which is enclosed herewith. 
11. 
Officer’s Certificate of the Owner dated as of ________, 2025. 
The documents listed in items 5 through 11 are sometimes hereinafter referred to 
collectively as the “Owner Organizational Documents”.  We have relied upon the above-
referenced certificates of public officials and of the Owner with respect to the accuracy of material 
or factual matters contained in such certificates, which were not independently established. 
In rendering this opinion, we have assumed that: 
(a) 
(i) 
Each of the other parties to the Owner Bond Documents (the “Other 
Parties”) is duly formed and validly existing under the laws of its state of organization; (ii) the 
execution, delivery and performance of the Owner Bond Documents by each of the applicable

D-3 
Other Parties has been duly authorized by all corporate, limited liability company, or partnership 
action required of such Other Party, and the Owner Bond Documents have been duly executed and 
delivered by each of the applicable Other Parties; (iii) each of the Other Parties has obtained all 
necessary governmental consents, authorizations, approvals, permits or certificates that are 
required as a condition to the execution and delivery of the Owner Bond Documents by such Other 
Party and to the consummation of the Transaction; (iv) the Owner Bond Documents constitute 
legal, valid, binding and enforceable obligations of each of the Other Parties under federal law, the 
laws of the State of Arizona, and the laws of any other applicable jurisdiction; (v) except for the 
Owner Bond Documents, there are no other documents or agreements between any of the Other 
Parties and others that would expand or otherwise modify the obligations of the parties under the 
Owner Bond Documents; (vi) each of the Other Parties has the power and authority under 
applicable laws and regulations to enter into and perform the Transaction and has complied in all 
material respects with all applicable laws and regulations with respect thereto; and (vii) each of 
the Other Parties will at all times during the term of the Owner Bond Documents act in good faith 
and only in a manner that under the circumstances is commercially reasonable.   
(b) 
The Owner Bond Documents accurately and completely describe and 
contain the parties’ mutual intent, understanding and business purposes, and there are no oral or 
written statements, agreements, understandings or negotiations, nor any usage of trade or counsel 
of prior dealing among the Other Parties that directly or indirectly modify, define, amend, 
supplement, or vary or purport to modify, define, amend, supplement or vary any of the terms of 
the Owner Bond Documents or any of the parties’ rights or obligations thereunder by waiver or 
otherwise, and there are no facts or events (such as fraud or duress) that have occurred in 
connection with the execution, acknowledgment and delivery of the Owner Bond Documents that 
would impair their enforceability. 
(c) 
No fraud, misrepresentation, unilateral mistake or concealment has occurred 
in connection with the Owner Bond Documents, the Owner Closing Certificate, or any aspect of the 
Transaction. 
(d) 
[[The opinion recipients have complied with any requirement of good faith, 
fair dealing, and conscionability and have acted in good faith and without notice of any defense 
against enforcement of any rights created by, or any adverse claim to any property transferred as a 
part of or contemplated by, the Owner Bond Documents or any aspect of the Transaction.]] 
(e) 
The parties’ representations and warranties contained in the Owner Bond 
Documents are truthful and accurate. 
(f) 
The Owner Bond Documents to the extent required to be executed, ratified, 
notarized, filed, recorded or indexed to be effective (and any UCC-1 or other financing statements 
required to perfect same) have been or will be timely and properly executed, ratified, notarized, filed, 
recorded or indexed in the appropriate governmental offices and the filing party will timely file any 
and all necessary continuation statements, and that all fees, charges, and taxes due and owing as of 
this date have been paid.

D-4 
(g) 
No interest, fees, charges or other benefits or compensation in the nature of 
interest will be collected with respect to the Transaction that are not clearly specified in the Owner 
Bond Documents and that are not permitted by applicable law. 
(h) 
At the time any of the Other Parties seeks to enforce its rights under the Owner 
Bond Documents, such Other Party will not be in breach thereof, the document will still be in force, 
and no applicable statute of limitations will have expired. 
(i) 
Each of the Other Parties will diligently and timely pursue its rights and 
remedies under the Owner Bond Documents in a commercially reasonable manner and in accordance 
with the law[[, and the required standards of good faith and fair dealing]]. 
(j) 
All consents, approvals, licenses or authorizations by, and all notifications of 
and filings with, any court, governmental body or other person required to be obtained or made in 
connection with the Owner Bond Documents and the Transaction have been so obtained or made; 
provided, however, that the foregoing does not limit the opinions expressed herein as they relate to 
the Owner. 
(k) 
Without investigation the completeness, genuineness and authenticity of any 
document submitted to us as an original, the conformity to the original of any document submitted to 
us as a copy, the authenticity of the original of such latter documents, the conformity to the executed 
document of any document submitted to us as the form to be executed, the genuineness of all 
signatures, and the legal competency and capacity of natural persons.  We have assumed without 
investigation that any certificate, representation (oral or otherwise), telegram, telex, telecopy, email 
or other document on which we have relied, whether or not given or dated earlier than the date hereof, 
is authentic and remains accurate insofar as relevant to this opinion from such earlier date through 
and including the date hereof, and we are not aware of any facts inconsistent with this assumption. 
(l) 
The Owner holds the requisite title and rights to any real or personal property 
involved in the Transaction or otherwise purported to be owned by it. 
(m) 
The Owner has paid all income taxes, fines, jeopardy or fraud assessments, 
and interest due from each of them, respectively, payable to the State of Arizona. 
(n) 
All reports and other documents prepared by third party consultants relating 
to the Transaction or any of the property within the District are true and accurate. 
(o) 
The result of the application of Arizona law as specified in the Owner Bond 
Documents will not be contrary to a fundamental policy of the law of any other state with which the 
parties may have material or relevant contact in connection with the Transaction and as to which 
there is a materially greater interest in determining an issue of choice of law.

D-5 
Based on the foregoing, and subject to the limitations, qualifications and assumptions set 
forth herein, it is our opinion that: 
1. 
The Owner is a limited liability company duly organized and validly 
existing under the laws of the State of Delaware and qualified to do business in the State 
of Arizona. 
2. 
The Owner has the requisite limited liability company power and authority 
under the laws of the State of Delaware:  (a) to carry out the terms and conditions applicable 
to it under the Owner Bond Documents; (b) to own and operate its properties and assets as 
described in the Preliminary Official Statement and the Official Statement, and (c) to carry 
out its business as such business is currently being conducted as described in the 
Preliminary Official Statement and the Official Statement. 
3. 
The execution, delivery and performance of the Owner Bond Documents 
by the Owner and the carrying out, giving effect to and consummation of the Transaction 
contemplated thereby have been duly authorized by all necessary limited liability company 
action on the part of the Owner, and the Owner Bond Documents have been duly executed 
and delivered by or on behalf of the Owner. 
4. 
The Owner Bond Documents constitute valid and binding obligations of the 
Owner.   
5. 
The execution and delivery of the Owner Bond Documents by Owner, and 
the consummation of the Transaction by Owner thereunder, do not and will not violate the 
Owner Organizational Documents. 
6. 
To our actual knowledge, the execution and delivery of the Owner Bond 
Documents by the Owner will not cause a breach or default of (a) any material contract, 
indenture, instrument or other agreement to which the Owner is a party or by which it or 
its properties are bound, or (b) the laws of the State of Arizona or any court order by which 
the Owner or its properties are bound. 
7. 
To our actual knowledge, no consent, approval, authorization, or other 
action by, or filing with, any federal, State, or local governmental authority is required in 
connection with the execution and delivery by the Owner of the Owner Bond Documents, 
or the consummation of the Transaction contemplated thereby by Owner, and, to our actual 
knowledge, the Owner has obtained all consents, approvals and authorizations, and has 
made all filings, required by applicable federal, State and/or local governmental authorities 
as of the date hereof in order to own and operate its properties and assets as described in 
the Preliminary Official Statement and the Official Statement and to carry out its business 
as such business is currently being conducted as described in the Preliminary Official 
Statement and the Official Statement. 
8. 
We have no actual knowledge that the Owner is in violation of any provision 
of, or in default under, the Owner Organizational Documents or any other agreement or 
instrument, the violation of which or default under which would materially and adversely

D-6 
affect the execution, delivery and/or performance of the agreements and obligations of the 
Owner under the Owner Bond Documents. 
9. 
We have no actual knowledge of any federal, State, or local legal or 
governmental actions, proceedings, inquiries or investigations pending or overtly 
threatened by any governmental authority against Owner or to which the Owner is a party 
or of which any property of the Owner is subject, which would materially and adversely 
affect (a) the execution, delivery and/or performance of the agreements and obligations of 
the Owner under the Owner Bond Documents, or (b) the financial condition or operations 
of the Owner as described in the Preliminary Official Statement and the Official Statement. 
10. 
To our actual knowledge, the information contained in the Preliminary 
Official Statement and the Official Statement pertaining to the Owner and the Project (as 
defined in the Official Statement) under the headings “INTRODUCTION” ([[as to the 
Owner and Project]]), “THE PUBLIC INFRASTRUCTURE”, “THE OTHER 
INFRASTRUCTURE”, “LAND DEVELOPMENT” (except the information under the 
subheading “The District”, as to which no opinion is expressed) and “RISK FACTORS”, 
and in Appendix C – “EXECUTIVE SUMMARY OF APPRAISAL”, taken as a whole and 
to the extent applicable to Owner, does not contain any untrue statement of material fact or 
omit to state any material fact necessary in order to make the statements made therein, in 
light of the circumstances under which such statements were made, not misleading.  In 
connection with our review of the Preliminary Official Statement and the Official 
Statement, we have not undertaken to independently determine the accuracy, completeness 
or fairness of the statements contained therein, except as and to the extent provided in this 
paragraph, and the knowledge available to us is such that we are unable to assume, and do 
not assume, any responsibility for the accuracy, completeness or fairness of such 
information.  However, on the basis of such review, we have acquired no actual knowledge 
that the information contained in the Preliminary Official Statement and the Official 
Statement (except for the financial information and notes thereto and the schedules and 
other financial or statistical data and opinions of value included therein or in any appendix 
thereto, as to which we express no opinion) contains any untrue statement of a material fact 
or omits to state any material fact necessary in order to make the statements made therein, 
in light of the circumstances under which they were made, not misleading. 
The opinions expressed in this letter are subject to the following qualifications, limitations 
and exceptions: 
(i) 
Our opinions are limited by the internal laws of the State of Arizona 
(notwithstanding Arizona choice-of-law rules), the limited liability company laws of the State of 
Delaware, and applicable federal law.  Accordingly, we express no opinion as to the possible 
impact upon the matters of the laws, orders or judgments of any jurisdiction other than the local 
laws of the State of Arizona (notwithstanding Arizona choice-of-law rules), the limited liability 
company laws of the State of Delaware, and applicable federal law. 
(ii) 
We express no opinion concerning the legal validity and sufficiency 
of the acts of any of the Other Parties.

D-7 
(iii) 
The opinions herein are based upon and limited to the laws and facts 
now in effect, and we assume no obligation to update, revise or supplement the opinion. 
(iv) 
Our opinion is limited to the matters set forth herein and to the date 
hereof.  No opinion may be inferred or implied beyond the matters expressly stated herein.  Our 
opinion is applicable only to the addressees of this opinion and will not be applicable to any other 
person.  Further, nothing in this letter is intended to and shall not be deemed to undertake or assume 
any responsibility or obligation to file or record any documents, file any continuation statements, 
prepare or file any amendments or modifications, or take any other steps or actions whatsoever 
after the date of this letter.   
(v) 
The enforceability of the Owner Bond Documents is subject to: 
(1) 
Bankruptcy, insolvency, fraudulent transfer or conveyance, 
reorganization, arrangement, receivership, conservatorship, moratorium and other similar laws 
now or hereafter enacted affecting the enforcement of creditors’ and property rights generally. 
(2) 
The doctrines of waiver, estoppel, election of remedies or 
commercial reasonableness, the implied covenant of good faith and fair dealing, or by the 
application of other equitable principles, whether remedies are sought in equity or at law.   
(3) 
The qualification that certain waivers, procedures, remedies, 
indemnities, consents to jurisdiction and other provisions of the Owner Bond Documents may be 
unenforceable under or limited by the law of the State of Arizona; provided, however, such possible 
unenforceability or limitations will not render the Owner Bond Documents invalid as a whole or 
substantially prevent the practical realization of the principal benefits intended by the Owner Bond 
Documents, except for the economic consequences of any procedural delay, and except that the 
application of the principles of guaranty and suretyship to the Owner Bond Documents may, under 
certain circumstances, prevent the practical realization of the benefits intended by the Owner Bond 
Documents against the Owner through a release or discharge of Owner. 
(vi) 
We express no opinion as to the enforceability of any indemnity 
provision with respect to any claims or other matters that result from the negligence or misconduct 
of any indemnitee or the failure of any indemnitee to act in a commercially reasonable manner. 
(vii) 
We express no opinion as to the enforceability of any indemnity or 
contribution provision with respect to any claims or other matters relating to or arising under 
federal or state securities laws, as they may be held to violate public policy. 
(viii) 
We express no opinion as to the compliance of the Owner Bond 
Documents or the offer and sale of the Bonds with any securities law or regulation. 
(ix) 
Any opinion as to the enforceability of the Owner Bond Documents 
is limited to enforceability as between the original parties thereto. 
(x) 
We express no opinion as to the effect on enforceability of the 
Owner Bond Documents of any covenants that might be implied under the doctrine of good faith 
and fair dealing.

D-8 
The phrase “to our actual knowledge”, or words of similar import, means the actual 
knowledge of the Fennemore Craig attorneys that have provided substantive attention to the 
matters related to the Transaction and the Documents on behalf of the Owner, without consulting 
any federal, state or local government, commission, bureau, agency, court or licensing authority, 
except as listed above.  The phrase “consummation of the Transaction” means the closing of the 
Transaction and the performance of obligations to be performed prior to the closing of the 
Transaction, but does not include performance of obligations or compliance with terms and 
conditions of the Owner Bond Documents after the closing of the Transaction. 
We are furnishing this letter of opinion to you solely for your benefit and may be relied on 
by you only for the purpose contemplated in the Transaction.  Our opinion is not to be reproduced 
or filed publicly, or used or relied on by, or quoted or delivered to any other person or entity, or 
used or relied upon for any purpose other than the purpose contemplated in the Transaction 
without, in each instance, our prior written consent. 
Very truly yours, 
FENNEMORE CRAIG P.C.

E-1 
EXHIBIT E 
FORM OF CONSENT OF SCHNEPF ELLSWORTH APPRAISAL GROUP LLC 
Schnepf Ellsworth Appraisal Group LLC hereby consents to the inclusion in the 
Preliminary Official Statement and the Official Statement related to the sale of Floreo at Teravailis 
Community Facilities District (City of Buckeye, Arizona) Special Assessment District No. 1 
Special Assessment Revenue Bonds, Series 2025 of the executive summary relating to the 
Appraisal prepared by Schnepf Ellsworth Appraisal Group LLC and addressed to City of Buckeye, 
Arizona/Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona), dated 
April 17, 2025 (the “Appraisal”), and further represents and warrants that, as of the date of the 
Preliminary Official Statement and as of ________, 2025, and, as of the date of the Official 
Statement and as of the date hereof, the executive summary of the Appraisal is true and correct in 
all respects and does not include any untrue statement of a material fact or omit to state any material 
fact necessary to make such statements, in light of the circumstances under which such statements 
were made, not misleading, and, to the best of our knowledge, as of the date of the Preliminary 
Official Statement and as of __________, 2025, and as of the date of the Official Statement and 
as of the date hereof, no event affecting the Appraisal has occurred which it is necessary to disclose 
therein in order to make the statements and information therein not misleading. 
 
SCHNEPF ELLSWORTH APPRAISAL 
GROUP LLC 
By........................................................................... 
Dated: [Closing Date]

Attachment-1 
ATTACHMENT 
INDEMNITY LETTER 
FOR 
NOT TO EXCEED $____,000 
FLOREO AT TERAVALIS COMMUNITY FACILITIES DISTRICT  
(CITY OF BUCKEYE, ARIZONA)  
SPECIAL ASSESSMENT DISTRICT NO. 1 
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025 
 
___________, 2025 
 
 
Raymond James & Associates, Inc. 
8501 N. Scottsdale Road 
Suite 250 
Scottsdale, Arizona 85253 
Floreo at Teravalis Community Facilities District  
(City of Buckeye, Arizona) 
c/o City of Buckeye, Arizona 
530 E. Monroe Avenue 
Buckeye, Arizona 85326 
Attention:  District Treasurer 
Re: 
Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) 
Special Assessment District No. 1 Special Assessment Revenue Bonds, Series 2025 
Ladies and Gentlemen: 
This Indemnity Letter is delivered by Trillium Land Company, LLC, a limited 
liability company organized and existing pursuant to the laws of the State of Delaware (the 
“Owner”), in order to induce Raymond James & Associates, Inc. (the “Underwriter”) and Floreo 
at Teravalis Community Facilities District (City of Buckeye, Arizona) (the “District”), to enter 
into the Purchase Contract, dated even date herewith (the “Purchase Contract”), related to the sale 
by the District and purchase by the Underwriter of the captioned Bonds (the “Bonds”).  Capitalized 
terms used but not defined herein have the meanings assigned to them in the Purchase Contract.  
1. 
In consideration of the execution and delivery of the Purchase Contract, the 
Owner represents and warrants to the Underwriter and the District that: 
(a) 
The Owner is a limited liability company organized and existing under the 
laws of the State of Delaware and qualified to do business in the State of Arizona.

Raymond James & Associates, Inc. 
Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) 
Page 2 
 
Attachment-2 
(b) 
As of the date of the Preliminary Official Statement, the information in the 
Preliminary Official Statement under the headings “INTRODUCTION” (but only as to those 
portions that discuss the Owner, the Project, the Public Infrastructure, and the Assessed Lots, each 
as defined therein, and as to those portions cross-referenced to “LAND DEVELOPMENT” and 
“THE PUBLIC INFRASTRUCTURE”), “THE PUBLIC INFRASTRUCTURE”, “THE OTHER 
INFRASTRUCTURE”, “LAND DEVELOPMENT” (except the information under the sub-
heading “The District”, as to which no view is expressed) and “RISK FACTORS”, and in 
Appendix C – “EXECUTIVE SUMMARY OF APPRAISAL” taken as a whole, is true and 
correct in all material respects for the purposes for which its use is or was authorized, and such 
information does not include any untrue statement of a material fact or omit to state any material 
fact necessary to make the statements made therein in light of the circumstances under which they 
are or were made, not misleading. 
(c) 
None of (i) the execution or delivery of this Indemnity Letter, the Waiver 
Agreement or the CFD Development Agreement (collectively, the “Owner Documents”), (ii) the 
consummation of any of the transactions therein contemplated, or (iii) the fulfillment of, or 
compliance with, the terms thereof, contravenes the organizational documents of the Owner or 
conflicts with or results in a breach by the Owner of any of the terms, conditions or provisions of, 
or constitute a default by the Owner under, any bond, debenture, note, mortgage, indenture, 
agreement or other instrument to which the Owner is a party or by which it is bound or to which 
any of the property or assets of the Owner is subject, or any law or any order, rule or regulation 
applicable to the Owner of any court, federal or state regulatory body, administrative agency or 
other governmental body having jurisdiction over the Owner or any of its properties or operations, 
or (except as contemplated by the Owner Documents) will result in the creation or imposition of 
any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of 
the property or assets of the Owner under the terms of any such restriction, bond, debenture, note, 
mortgage, indenture, agreement, instrument, law, order, rule or regulation, in each case which 
would materially affect the business, properties, assets, liabilities or conditions (financial or 
otherwise) of the Owner taken as a whole. 
(d) 
There is no action, suit, proceeding or investigation at law or in equity 
before or by any court or governmental agency or body pending and served or, to the best 
knowledge of the Owner, threatened against the Owner wherein an adverse decision, ruling or 
finding would (i) result in any material adverse change in the condition (financial or otherwise), 
results of operations, business or prospects of the Owner, or that would materially and adversely 
affect the properties of the Owner, taken as a whole, and that has not been disclosed in the 
Preliminary Official Statement as of its date, (ii) materially adversely affect the transactions 
contemplated by the Purchase Contract or the Owner Documents or (iii) adversely affect the 
validity or enforceability of the Owner Documents against the Owner. 
(e) 
The Owner has the full power and authority to execute and deliver the 
Owner Documents and perform its obligations thereunder and engage in the transactions 
contemplated by the Purchase Contract and the Owner Documents, and the Owner Documents 
have been duly authorized by the Owner and when executed by all the applicable parties thereto 
will constitute valid, binding and enforceable obligations of the Owner except as enforcement

Raymond James & Associates, Inc. 
Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) 
Page 3 
 
Attachment-3 
thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of 
creditors’ rights and general principles of equity and except as the indemnification provisions 
hereof may be limited by applicable securities laws or public policy. 
(f) 
No consent, approval, authorization or other action by any governmental or 
regulatory authority that has not been obtained is or will be required for the consummation by the 
Owner of the transactions contemplated by the Purchase Contract and the Owner Documents; 
provided that no representation is made as to the compliance of the offer and sale of the Bonds 
with any federal, extraterritorial, or state securities law or regulation or any consents, approvals, 
authorizations or other action required by the City of Buckeye, Arizona, the State of Arizona, or 
the District. 
2. 
To the extent permitted by law, the Owner shall indemnify and hold 
harmless the Underwriter and each director, trustee, partner, member, officer, or employee thereof 
and each person, if any, who controls the Underwriter within the meaning of the Securities Act of 
1933, as amended (the Underwriter and any such person being herein called an “Underwriter 
Indemnified Party”) and the District and each director, officer, official or employee thereof and 
each person, if any, who controls the District within the meaning of the Securities Act of 1933, as 
amended (the District and any such person being herein called a “District Indemnified Party” and, 
together with each Underwriter Indemnified Party, the “Indemnified Parties”), for, from and 
against any and all losses, claims, damages or liabilities (i) to which any such Indemnified Party 
may become subject, under any statute or regulation at law or in equity or otherwise, insofar as 
such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based 
upon any untrue statement or alleged untrue statement of a material fact set forth in the information 
identified in Section 1(b) above in the Official Statement or any amendment or supplement thereto, 
taken as a whole, or arise out of or are based upon the omission or alleged omission to state therein 
a material fact required to be stated in such section(s) or that is necessary to make the statements 
made therein, in light of the circumstances in which they were made, not misleading in any material 
respect, except such indemnification shall not extend to any other statements in the Official 
Statement and (ii) to the extent of the aggregate amount paid in any settlement of any litigation 
commenced or threatened to the extent arising from a claim based upon any such untrue statement 
or alleged untrue statement or omission or alleged omission if such settlement is effected with the 
written consent of the Owner (which consent shall not be unreasonably withheld). 
An Indemnified Party shall, promptly after the receipt of notice of a written threat 
of the commencement of any action against such Indemnified Party in respect of which 
indemnification may be sought against the Owner, notify the Owner in writing of the 
commencement thereof and provide a copy of the written threat received by such Indemnified 
Party.  Failure of the Indemnified Party to give such notice will reduce the liability of the Owner 
by the amount of damages attributable to the failure of the Indemnified Party to give such notice 
to the Owner, but the omission to notify the Owner of any such action shall not relieve the Owner 
from any liability that it may have to such Indemnified Party otherwise than under this Section.  In 
case any such action shall be brought against an Indemnified Party and such Indemnified Party 
shall notify the Owner of the commencement thereof, the Owner may, or if so requested by such 
Indemnified Party shall, participate therein or defend the Indemnified Party therein, with counsel

Raymond James & Associates, Inc. 
Floreo at Teravalis Community Facilities District (City of Buckeye, Arizona) 
Page 4 
 
Attachment-4 
reasonably satisfactory to such Indemnified Party and the Owner (it being understood that, except 
as hereinafter provided, the Owner shall not be liable for the expenses of more than one counsel 
representing the Indemnified Parties in such action), and after notice from the Owner to such 
Indemnified Party of an election so to assume the defense thereof, the Owner will not be liable to 
such Indemnified Party under this Section for any legal or other expenses subsequently incurred 
by such Indemnified Party in connection with the defense thereof; provided, however, that unless 
and until the Owner assumes the defense of any such action at the request of such Indemnified 
Party, the Owner shall have the right to participate at its own expense in the defense of any such 
action.  If the Owner shall not have employed counsel to defend any such action within a 
reasonable period of time after receipt of written notice of such action or if an Indemnified Party 
shall have reasonably concluded (and shall have notified the Owner) that there may be defenses 
available to it and/or other Indemnified Parties that are different from or additional to those 
available to the Owner (in which case the Owner shall not have the right to direct the defense of 
such action on behalf of such Indemnified Party, which right may be exercised by an Indemnified 
Party) or to other Indemnified Parties, the reasonable legal and other necessary expenses, including 
the expense of separate counsel, incurred by such Indemnified Party shall be borne by the Owner. 
3. 
All of the representations, warranties, and agreements of the Owner 
contained in the Owner Documents shall remain operative and in full force and effect, regardless 
of (i) any investigation made by or on behalf of the Underwriter, any controlling person referred 
to in Section 2 hereof or the Owner or (ii) delivery of and payment for the Bonds. 
4. 
This Indemnity Letter is solely for the benefit of the Underwriter and the 
District and their successors or assigns, and, to the extent provided in Section 2 hereof, each 
Indemnified Party, and no other person shall acquire or have any right under or by virtue hereof.  
The terms “successors” and “assigns” as used in this Indemnity Letter shall not include any 
purchaser, as such purchaser, from the Underwriter of the Bonds. 
5. 
This Indemnity Letter shall be governed by the laws of the State of Arizona. 
6. 
The Owner hereby consents to the references made to the Owner in the 
Official Statement. 
7. 
The electronic signature of this Indemnity Letter shall be as valid as an 
original signature and shall be effective to bind this Indemnity Letter.  For purposes hereof: 
(i) electronic signature” means a manually signed original signature or a replicated signature 
furnished by signature procurement software (i.e., “DocuSign”) that is then transmitted by 
electronic means; and (ii) “transmitted by electronic means” means sent in the form of a facsimile 
or sent via the internet as a portable document format (“pdf”) or other replicating image attached 
to an electronic mail or internet message. 
[Signature Page for Indemnity Letter Follows]

[Signature page for Indemnity Letter] 
 
Attachment-5 
Respectfully submitted, 
TRILLIUM LAND COMPANY, LLC, a Delaware 
limited liability company 
By:    
 
Name: ____________  
Title: _____________