HomeMy WebLinkAbout05/20/2008 Council Agenda Packet~nWN r~Z
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REGULAR COUNCIL MEETING
NOTICE AND AGENDA
Council Chambers
11555 W. Civic Center Drive, Marana, Arizona 85653
May 20, 2008, at or after 7:00 p.m.
Ed Honea, Mayor
Herb Kai, Vice Mayor
Council Members
Russell Clanagan
Patti Comerford
Carol McGorray
Jon Post
Roxanne Ziegler
ACTION MAY BE TAKEN BY THE COUNCIL ON ANY ITEM LISTED ON THIS AGENDA. Revisions to the
agenda can occur up to 24 hours prior to the meeting. Revised agenda items appear in italics.
AS A COURTESY TO OTHERS PLEASE TURN OFF OR PUT IN SII~EM MODE ALL PAGERS
AND CELL PHONES.
Welcome to this Marana Council meeting. Regular Council meetings are usually held the first and third
Tuesday of each month at 7:00 p.m. at the Marana Town Hall, although the date or time may change, or
Special Meetings may be called at other times and/or places. Contact Town Hall or watch for posted
agendas for other meetings. This agenda may be revised up to 24 hours prior to the meeting. In such a
case a new agenda will be posted in place of this agenda.
If you are interested in speaking to the Council during Call to the Public, Public Hearings, or other agenda
items, you must fill out a speaker card (located in the lobby outside the Council Chambers) and deliver it
to the Town Clerk prior to the convening of the meeting.
All persons attending the Council meeting, whether speaking to the Council or not, are expected to
observe the Council Rules, as well as the rules of politeness, propriety, decorum and good conduct. Any
person interfering with the meeting in any way, or acting rudely or loudly will be removed from the
meeting and will not be allowed to return.
To better serve the citizens of Marana and others attending our meetings, the Council Chambers are
wheelchair and handicapped accessible. Any person who, by reason of any disability, is in need of
special services as a result of their disability, such as assistive listening devices, agenda materials printed
in Braille or large print, a signer for the hearing impaired, etc., will be accommodated. Such special
services are available upon prior request to the Town Clerk at least 10 working days prior to the Council
meeting.
Copies of the agenda are available the day of the meeting in the lobby outside the Council Chambers or
online at www.marana.com, by linking to the Town Clerk page under Agendas, Minutes and Ordinances.
For questions about the Council meetings, special services or procedures, please contact the Town Clerk,
at 382-1999, Monday through Friday from 8:00 a.m. to 5:00 p.m.
Posted no later than May 19, 2008, 7:00 p.m., at the Marana Municipal Complex, the Marana Operations
Center and at www.marana.com under Town Clerk, Agendas, Minutes and Ordinances.
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REGULAR COUNCIL MEETING
NOTICE AND AGENDA
Council Chambers
11555 W. Civic Center Drive, Marana, Arizona 85653
May 20, 2008, at or after 7:00 p.m.
REGULAR MEETING
A. CALL TO ORDER AND ROLL CALL
B. PLEDGE OF ALLEGIANCE AND INVOCATION/MOMENT OF SILENCE
C. APPROVAL OF AGENDA
D. CALL TO THE PUBLIC
At this time any member of the public is allowed to address the Town Council on any
issue not already on tonight's agenda. The speaker may have up to three minutes to
speak. Any persons wishing to address the Council must complete a speaker card
located outside the Council Chambers and deliver it to the Town Clerk prior to the
commencement of the meeting. Pursuant to the Arizona Open Meeting Law, at the
conclusion of Call to the Public, individual members of the council may respond to
criticism made by those who have addressed the Council, may ask staff to review the
matter, or may ask that the matter be placed on a future agenda.
E. PRESENTATIONS - American Youth Soccer Association (Tom Ellis)
ANNOUNCEMENTS/UPDATES -
PROCLAMATIONS -
F. MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS
G. MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS
H. STAFF REPORTS
GENERAL ORDER OF BUSINESS
I. CONSENT AGENDA
The Consent Agenda contains items requiring action by the Council which are
generally routine items not requiring Council discussion. A single motion will
approve all items on the Consent agenda, including any resolutions or
ordinances. A Council Member may remove any issue from the Consent agenda,
and that issue will be discussed and voted upon separately, immediately
following the Consent agenda.
1. Resolution No. 2008-64: Relating to Development; acceptance of the San
Lucas Community Park public improvements for maintenance (Tom Ellis)
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1. Resolution No. 2008-66: Relating to Development; approving and
authorizing a preliminary plat for Cascada (Kevin Kish)
2. Resolution No. 2008-67: Relating to Development; approving and
authorizing a preliminary plat for Tangerine Crossing Block 3, Lots 1-36
and Common Areas "A," "B," and "C-1 thru "C-7" (Kevin Kish)
3. Ordinance No. 2008.11: Relating to Traffic and Highways; amending Title
12 of the Marana Town Code to prohibit the solicitation of employment,
business or contributions from occupants of vehicles traveling on town
streets or highways; providing penalties for violation; adding Chapter 12-
8; renumbering existing Chapter 12-8; and designating an effective date
(Jane Fairall)
4. Resolution No. 2008-68: Relating to Budget; adoption of the Fiscal Year
2008-09 Tentative Budget (Erik Montague)
5. Resolution No. 2008-69: Resolution of the Town Council of the Town of
Marana, Arizona, approving the form and authorizing the execution and
delivery of a Combined Cortaro Silverbell District Park Ground Lease
And Fourth Supplement to Amended and Restated Town Lease and Series
1992 Town Lease, a Letter of Representation to Bond Purchase Contract
and a Series 2008 Continuing Disclosure Agreement; approving the
execution and delivery by Town of Marana Municipal Property
Corporation of such Fourth Supplement to Amended and Restated Town
Lease and Series 1992 Town Lease, a Series 2008 Supplemental Trust
Indenture, an Escrow Trust Agreement, a Financial Guaranty or Related
Agreement Necessary For Credit Enhancement and a Bond Purchase
Contract; approving an official statement; approving the issuance of not to
exceed $40,000,000 aggregate principal amount of Town of Marana
Municipal Property Corporation Municipal Facilities Revenue Bonds,
Series 2008; delegating to the Manager of the Town of Marana, Arizona,
and, in his absence, the Finance Director of the Town Of Marana, Arizona,
the authority to determine various terms with respect to the bonds and
certain matters with respect to certain bonds to be refunded with the
REGULAR COUNCIL MEETING
NOTICE AND AGENDA
Council Chambers
11555 W. Civic Center Drive, Marana, Arizona 85653
May Z0, 2008, at or after 7:00 p.m.
2. Resolution No. 2008-65: Relating to the Police Department; approving
and authorizing application for funding from the Governor's Office of
Highway Safety under the Highway Safety Plan for the Marana Speed
Awareness in Neighborhoods and School Zones Program (Richard
Vidaurri)
3. Minutes of the Apri129, 2008 special meeting and May 6, 2008 regular
meeting and May 6, 2008 study session.
J. COUNCIL ACTION
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REGULAR COUNCIL MEETING
NOTICE AND AGENDA
Council Chambers
11555 W. Civic Center Drive, Marana, Arizona 85653
May 20, 2008, at or after 7:00 p.m.
proceeds of the sale thereof; providing for the transfer of certain moneys
for the payment thereof and making certain covenants and agreements
with respect thereto; declaring, for purposes of Section 1.150-2 of the
Federal Treasury Regulations, official intent to be reimbursed in
connection with capital expenditures provided for hereby; authorizing the
taking of all other actions necessary to the consummation of the
transactions contemplated by this resolution and declaring an emergency.
K. BOARDS, COMMITTEES AND COMMISSIONS
L. ITEMS FOR DISCUSSION/POSSIBLE ACTION
1. State Legislative Issues: Discussion/Direction/Action regarding all pending
bills before the Legislature (Mike Reuwsaat/Stephen Romero)
2. Discussion/Possible Action: Invocation/Prayer/Moment of Silence at
Council Meetings (Jocelyn Bronson/Gilbert Davidson)
M. EXECUTIVE SESSIONS
1. Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask
for discussion or consultation for legal advice with the Town Attorney
concerning any matter listed on this agenda.
2. Executive Session pursuant to A.R.S. §38-431.03 (A)(1), (3) and (4) for
discussion or consideration of employment, assignment, appointment,
promotion, demotion, dismissal, salaries, disciplining or resignation of
public officer, appointee or employee of Marana, and legal advice and
direction to its representatives concerning negotiations and possible
agreement relating to same.
3. Executive Session pursuant to A.R.S. § 38-431.03(A)(3),(4) and (7),
discussion or consultation for legal advice with the Town's attorneys and
discussion and to consider its position and instruct the Town Manager and
staff concerning the lawsuit entitled Town of Marana v. Pima County/Pima
County v. Marana (consolidated), Maricopa County Superior Court No.
CV2008-001131.
4. Executive Session pursuant to A.R.S. § 38-431.03(A)(4), discussion and
consultation with the Town's attorneys concerning the lawsuit entitled
Fidelity National Title v. Town of Marana, Pima County Superior Court
No. 020082776.
5. Executive Session pursuant to A.R.S. § 38-431.03(A)(4) and (7) to consider
the Town's position and instruct its representatives regarding negotiations
for the purchase of property rights needed for the Twin Peaks interchange
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REGULAR COUNCIL MEETING
NOTICE AND AGENDA
Council Chambers
11555 W. Civic Center Drive, Marana, Arizona 85653
May 20, 2008, at or after 7:00 p.m.
project, CIP number 2001-44, from the parcels of property generally
identified as Pima County Assessor's parcel numbers 226-15-018D, 226-15-
008B, 226-15-017B, 226-15-018B and 226-15-019A, and to instruct the
Town's attorneys in settlement negotiations and contemplated
condemnation proceedings relating to the same property rights.
6. Executive session pursuant to A.R.S. § 38-431.03(A)(3) and (4) for
discussion or consultation for legal advice with the Town's attorneys and
discussion and to consider its position and instruct its attorneys regarding
the public body's position in contemplated litigation or in settlement
discussions conducted in order to avoid litigation concerning a personnel
matter.
N. FUTURE AGENDA ITEMS
Notwithstanding the mayor's discretion of what items to place on the
agenda, if three or more council members request an item to be placed on
the agenda, it must be placed upon the agenda for the second regular town
council meeting after the date of the request (Marana Town Code, Title 2,
Chapter 2-4, Section 2-4-2 B)
O. ADJOURNMENT
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MEETING TOWN OF MARANA q `MaRanA ;
INFORMATION
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MEETING DATE: May 20, 2008 AGENDA ITEM: E.
TO: MAYOR AND COUNCIL
FROM: Tom Ellis, Parks and Recreation Director
SUBJECT: American Youth Soccer Association
Presentation
American Youth Soccer Association (AYSO) is a nationwide non-profit organization that
develops and delivers quality youth soccer programs in a fun, family environment based on
AYSO's Five Philosophies: everyone plays, balanced teams, open registration, positive
coaching, and good sportsmanship.
The Town of Marana Parks and Recreation Department and AYSO have worked together for
many years to provide soccer opportunities to Marana's youth. To help guarantee that
opportunities for youth soccer continue in Marana for years to come, AYSO is donating $35,000
to assist in the lighting of the future soccer fields at Silverbell-Cortaro District Park.
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MEETING DATE: May 20, 2008 AGENDA ITEM: I. 1
TO: MAYOR AND COUNCIL
FROM: Tom Ellis, Director, Parks and Recreation
SUBJECT: Resolution No. 2008-64: Relating to Development; acceptance of
the San Lucas Community Park public improvements for
maintenance.
DISCUSSION
Approval of this resolution will place San Lucas Community Park into the Town of Marana Park
System.
San Lucas Community Park improvements and dedication to the Town of Marana meets the
requirements of BCIF Group, LLC (Developer) under the San Lucas Development Agreement.
In accepting San Lucas Community Park, the Town of Marana will accept all park facilities for
maintenance, including park equipment, turf, trees, and shrubs, buildings, sidewalks, pathways,
parking area, potable water system, irrigation system, water meters, and fire hydrants for the
above referenced project and other civil improvements.
ATTACHMENTS
• Exhibit A -Park Location
RECOMMENDATION
Staff recommends Mayor and Council accept the public improvements at San Lucas Community
Park for maintenance.
SUGGESTED MOTION
I move to approve Resolution No. 2008-64.
MARANA RESOLUTION N0.2008-64
RELATING TO DEVELOPMENT; ACCEPTANCE OF THE SAN LUCAS
COMMUNITY PARK PUBLIC IMPROVEMENTS FOR MAINTENANCE.
WHEREAS, the San Lucas Community Park was a required improvement and
dedication by the San Lucas Development Agreement and is located entirely within the
boundaries of the Town of Marana; and
WHEREAS, the San Lucas Community Park is not presently included in the
Town of Marana Parks System, and
WHEREAS, the San Lucas Community Park has been inspected and
recommended for acceptance into the Town of Marana Parks System by the Town
Engineer and the Parks and Recreation Director.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town
of Marana as follows;
Section 1. That San Lucas Community Park shall be accepted into the Town of Marana
Parks System and be maintained as a public park.
Section 2. The Town accepts for maintenance all park facilities for maintenance,
including park equipment, turf, trees, building, sidewalks, pathways, parking area,
potable water and irrigation systems, water meters, fire hydrants and other civil
improvements for the above referenced project.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 20`x' day of May, 2008.
Mayor ED HONEA
ATTEST:
APPROVED AS TO FORM:
Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney
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MEETING DATE: May 20, 2008 AGENDA ITEM: I.2
TO: MAYOR AND COUNCIL
FROM: Richard Vidaurri, Chief of Police
SUBJECT: Resolution No. 2008-65: Relating to the Police Department;
approving and authorizing application for funding from the
Governor's Office of Highway Safety under the Highway Safety
Plan for the Marana Speed Awareness in Neighborhoods and
School Zones Program.
DISCUSSION
Through an annual grant program offered by the Governor's Office of Highway Safety, the
Town of Marana is requesting resources to expand and enhance a Speed Awareness Program
targeting specific roadways in and around school zones and frequently traveled connecters
between residential and commercial development. The Town will use both the distribution of
equipment and intensive outreach/education efforts to address the dangers posed by high rates of
speed. The Speed Awareness Program (SAP) targets schools and citizens' organizations
throughout the Town to address chronic speeding conditions on specific sections of roadways
through school zones or neighborhoods.
Several Marana elementary schools sit adjacent to major arterials with posted limits between 35
and 45 MPH and speeds recorded significantly higher in studies and by police enforcement
deployments. Working in collaboration with established Safe Routes to School programs and
bicycle safety efforts already underway, SAP will incorporate education, radar speed display
trailers, and enhanced enforcement efforts to increase awareness of high speed danger.
Marana is requesting funding to purchase a radar speed display trailer with data collection
capabilities. Additional funding is requested to develop and purchase training materials, small
speed reduction trinkets for youth and event supplies. The total requested amount is $35,450.
There is no match requirement for this program.
RECOMMENDATION
Staff recommends authorization to submit a grant application to the Governor's Office of
Highway Safety for funding the Marana Speed Awareness in Neighborhoods and Schools Zones
Program.
SUGGESTED MOTION
I move to approve Resolution No. 2008-65.
silsiaoos
MARANA RESOLUTION N0.2008-65
RELATING TO THE POLICE DEPARTMENT; APPROVING AND AUTHORIZING
APPLICATION FOR FUNDING FROM THE GOVERNOR' S OFFICE OF HIGHWAY
SAFETY UNDER THE HIGHWAY SAFETY PLAN FOR THE MARANA SPEED
AWARENESS IN NEIGHBORHOODS AND SCHOOL ZONES PROGRAM.
WHEREAS, the Governor's Office of Highway Safety is seeking proposals from state
and local agencies for projects relating to all aspects of highway safety; and
WHEREAS, the Marana Police Department is working to promote safety for children and
their families; and
WHEREAS, the Marana Police and Public Works Departments are working to increase
speed awareness and reduce the number of vehicles speeding in neighborhoods and school zones;
and
WHEREAS, the Governor's Office of Highway Safety is soliciting grant proposals to
help further these goals; and
WHEREAS, grant funding will allow the Marana Police and Public Works Departments
to purchase a speed monitoring radar trailer and training related equipment.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, that the Town Manager is authorized to submit the grant
application to fund the Marana Speed Awareness in Neighborhoods and School Zones Program.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 20th day of May, 2008.
ATTEST:
Mayor Ed Honea
APPROVED AS TO FORM:
Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney
MINUTES OF SPECIAL COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: APRIL 29, 2008
PLACE AND DATE
Marana Municipal Complex, 2°d Floor Executive Board Room, April 29, 2008
A. CALL TO ORDER AND ROLL CALL
By Mayor Honea at 6:08 p.m.
COUNCIL
Ed Honea Mayor
Herb Kai Vice Mayor
Russell Clanagan Council Member
Patti Comerford Council Member
Carol McGorray Council Member
Jon Post Council Member
Roxanne Ziegler Council Member
STAFF
Mike Reuwsaat Town Manager
Gilbert Davidson Deputy Town Manager
Deb Thalasitis Assistant Town Manager
Frank Cassidy Town Attorney
Jocelyn Bronson Town Clerk
Present
Present
Present
Present /Excused at 9:28 PM
Present /Excused at 9:28 PM
Present /Excused at 9:00 PM
Present
Present
Present
Present
Present
Present
B. PLEDGE OF ALLEGIANCE AND INVOCATION/MOMENT OF SILENCE
Mayor Honea led the pledge of allegiance.
C. APPROVAL OF AGENDA
Motion: Approve, Moved by Council Member Post, second by Council Member McGorray.
Approved unanimously.
D. CALL TO THE PUBLIC
None.
E. PRESENTATIONS/DISCUSSION/DIRECTION/POSSIBLE ACTION
1. Resolution No 2008-57: Relating to the Police Department; providing for the
appointment of Terry Tometich as Interim Chief of Police; and declaring an
emergency
Mike Reuwsaat presented this item to Council. Mr. Reuwsaat recommended the
appointment of Terry Tometich as Interim Chief of Police due to the retirement of Chief
Richard Vidaurri. Mr. Tometich is a Marana resident who after 31 years of police
service retired from the Arizona Department of Public Safety. Mr. Tometich addressed
Council and told them he was.honored that they chose him for the position. The
appointment will be effective Apri130, 2008.
1
MINUTES OF SPECIAL COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: APRIL 29, 2008
Council Member Ziegler asked if Mr. Tometich would be able to apply for the full-
time permanent position of Chief of Police. Mr. Reuwsaat responded that it would be
Mr. Tometich's decision to apply for the position once the search process is started.
Council Member Clanagan stated that he had some concerns with this process but after
speaking with Mr. Reuwsaat and Mr. Tometich he is voting aye on this item.
Motion: Approve, Moved by Council Member McGorray, second by Council Member
Comerford Approved unanimously.
Mayor Honea welcomed Mr. Tometich to the Town. Mr. Reuwsaat welcomed Mr.
Tometich aboard and added that he is looking forward to his presence and the value that
he brings to the organization at an important time.
2. Presentation: Fiscal Year 2008-2009 revenue projections and Manager's
recommended supplemental requests
Mike Reuwsaat and Erik Montague presented this item to Council. Mr. Reuwsaat
stated that he is extremely pleased with the Department Heads proposing both 5% and
10% budget cuts should the base budgets need to be cut.
Mr. Montague gave a PowerPoint presentation. Copies of the presentation are available
for viewing at the Town Clerk's Office. The adoption of the tentative budget will be on
May 20. The final budget is set to be adopted on June 17. The next budget study session
will be held May 6.
After general questions from Council of the items, Council thanked Mr. Montague for
his work.
No action taken.
3. Discussion/Direction/Action based on executive session relating to Marana Town
Magistrate James West NOTE: This item will follow the executive session for item
F.3.
Frank Cassidy addressed Council stating: "Mr. Mayor, in the executive session some
information was presented to you about alleged retaliatory conduct by Judge West last
week against a court employee, and the Judge had suspected this court employee of
participating in''the investigation that ended up leading to the Judge's reprimand from the
Arizona Commission on Judicial Conduct this February. Based on the information
presented, what is the Council's desire?"
Motion: Moved by Council Member Ziegler: I make a motion that we remove Judge
West immediately for cause. The motion was seconded by Council Member Clanagan.
Approved 6-0. (Council Member Post was excused during the executive session due to
a family emergency.)
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MINUTES OF SPECIAL COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: APRIL 29, 2008
F. EXECUTIVE SESSIONS
Motion: Adjourn to Executive Session, Moved by Council Member Post, Seconded by
Ziegler. (Council adjourned to executive session for Item F.3)
Council started executive session at 8:14 P.M.
Council returned to public session at 9:27 P.M.
Motion: Adjourn to Executive Session, Moved by Vice Mayor Kai, second by Council
Member Clanagan. (Council adjourned to executive session for Item F.2)
Council started executive session at 9:28 P.M.
Council returned to public session at 9:53 P.M.
1. Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for
discussion or consultation for legal advice with;, he Town Attorney concerning any
matter listed on this agenda.
2. Executive Session pursuant to A.R.S. § 38-431.03(A)(3),(4) and (7), discussion or
consultation for legal advice with the Town's attorneys and discussion and to
consider its position and instruct the Town Manager and staff concerning the
lawsuit entitled Town of Marana v. Pima County/Pima County v. Marana
(consolidated), Maricopa County Superior Court No. CV2008-001131.
No action taken.
3. Executive Session pursuant to A.R.S. §38-431.03 (A)(1), (3) and (4) for discussion or
consideration of employment, assignment, appointment, promotion, demotion,
disnussal, salaries, disciplining or other appropriate personnel action relating to
Marana Town Magistrate James West, and legal advice and direction to the Town's
representatives relating to same.
See item E.3, above.
G. FUTURE AGENDA ITEMS
Notwithstanding he mayor's discretion of what items to place on the agenda, if three or
more council members request an item to be placed on the agenda, it must be placed
upon the agenda for the second regular town council meeting after the date of the
request (Marana Town Code, Title 2, Chapter 2-4, Section 2-4-2 B)
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MINUTES OF SPECIAL COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: APRIL 29, 2008
H. ADJOURNMENT
Motion: Adjourn, Moved by Council Member Clanagan, second by ice Mayor Kai,
passed by a vote of 4-0. (Council Member Post having been excused during the first
executive session due to a family emergency and Council Members McGorray and
Comerford having been excused prior to the second executive session.
Meetiug adjourned at 9:54 P.M.
CERTIFICATION
I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council
meeting held on Apri129, 2008. I further certify that a quorum was present.
Jocelyn C. Bronson, Town Clerk
4
MINUTES OF CIP STUDY SESSION
MARANA MUNICIPAL COMPLEX
DATE: MAY 6, 2008
PLACE AND DATE
Marana Municipal Complex, Council Chambers, 5:00 P.M.
A. CALL TO ORDER AND ROLL CALL
By Mayor Honea at 5:05 p.m.
COUNCIL
Ed Honea Mayor Present
Herb Kai Vice Mayor Present
Russell Clanagan Council Member Present
Patti Comerford Council Member Excused /Absent
Carol McGorray Council Member Present
Jon Post Council Member Present
Roxanne Ziegler Council Member Present
STAFF
Mike Reuwsaat Town Manager Present
Gilbert Davidson Deputy Town Manager Present
Deb Thalasitis Assistant Town Manager Present
Frank Cassidy Town Attorney Present
Jocelyn Bronson Town Clerk Present
B. PLEDGE OF ALLEGIANCE AND INVOCATION/MOMENT OF SILENCE
Dispensed until the regular council meeting.
C. APPROVAL OF AGENDA
Motion: Approve, Moved by Council Member McGorray, Seconded by ice Mayor Kai,
vote 6-Q.
D. CALL TO THE PUBLIC
Dispensed until the regular council meeting.
E. PRESENTATIONS/DISCUSSION/DIRECTION/POSSIBLE ACTION
1. Presentation: Fiscal Year 2008-2009 Manager's Recommended Capital
Improvement Plan
Erik Montague gave a brief overview of the presentation and turned the session over to
Barbara Johnson. T. Van Hook then addressed Council with respect to the ranking of
the projects. Ms. Johnson then addressed the strategic planning for the projects -
specificallybetween capital needs and the operating budget, tied to goals of Mayor and
Council and the General Plan. Mr. Montague then addressed Council summarizing the
current recommended plan, noting the change from the previous year's CIP.
MINUTES OF CIP STUDY SESSION
MARANA MUNICIPAL COMPLEX
DATE: MAY 6, 2008
He also went over the General Funds contributions (correlating to the General Fund
Reserves slide). The carryover amounts may change slightly between now and when the
tentative budget is finished - $1.3 million new dollars requests. Copies of the
presentation are available for viewing at the Town Clerk's Office.
After general questions from Council of the items, Council thanked Mr. Montague, Ms.
Johnson and Ms. Van Hook for their work.
F. EXECUTIVE SESSIONS
1. Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for
discussion or consultation for legal advice with the Town Attorney concerning any
matter listed on this agenda.
G. FUTURE AGENDA ITEMS
Notwithstanding the mayor's discretion of what items to place on the agenda, if three or
more council members request an item to be placed on the agenda, it must be placed
upon the agenda for the second regular town council meeting after the date of the
request (Marana Town Code, Titlc,2, Chapter 2-4, Section 2-4-2 B)
H. ADJOURNMENT
Motion: Adjourn moved by Council Mes~zber McGorray, Seconded by Council Member
Posz Approve 6-0.
The meeting was adjout7led at 5:39 P.M.
CERTIFICATION
I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council
meeting held on May 6, 2008. I further certify that a quorum was present.
Jocelyn C. Bronson, Town Clerk
2
MINUTES OF REGULAR COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: MAY 6, 2008
PLACE AND DATE
Marana Municipal Complex, Council Chambers, 7:00 P.M.
A. CALL TO ORDER AND ROLL CALL
By Mayor Honea at 7:01 p.m.
COUNCIL
Ed Honea Mayor Present
Herb Kai Vice Mayor Present
Russell Clanagan Council Member Present
Patti Comerford Council Member Present
Carol McGorray Council Member Present
Jon Post Council Member Present
Roxanne Ziegler Council Member Present
STAFF
Mike Reuwsaat Town Manager Present
Gilbert Davidson Deputy Town Manager Present
Deb Thalasitis Assistant Town Manager Present
Frank Cassidy Town Attorney Present
Jocelyn Bronson Town Clerk Present
B. PLEDGE OF ALLEGIANCE AND INVOCATION/MOMENT OF SILENCE
Mayor Honea led the pledge of allegiance and the invocation.
C. APPROVAL OF AGENDA
Motion: Approve, Moved by Council Member Jon Post, Seconded by Council Member
Carol McGorray.
D. CALL TO THE PUBLIC
Tracey Chamberlain, Christy Wagner, Richard DeBernardis and David Morales
addressed Council on various topics.
E. PRESENTATIONS -
Brad DeSpain presented the DeSpain Family Trust award to Gilbert Davidson to honor him
as the 2007 outstanding administrator of the year.
The Mayor gave Denise Linsalata, principal from the Desert Winds Elementary School, a
plaque to honor the school as Arizona Title I Distinguished School -one of 71 schools so
recognized within the U.S.
1
MINUTES OF REGULAR COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: MAY 6, 2008
ANNOUNCEMENTS/UPDATES -
PROCLAMATIONS -
1. Silver Star Day (Jocelyn Bronson)
2. Public Works Week Proclamation (Jocelyn Bronson)
F. MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS:
Council Member Clanagan praised Barbara Johnson and her staff for organizing the
Silverbell Road closures. Council Member Clanagan also spoke about an incident that
happened two weeks ago on Silverbell Road and the need to revisit the issue regarding
newspaper hawkers.
Mayor Ed Honea and Council Member McGorray met with members of the Tucson
Museum of Art earlier today.
G. MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS:
Deb Thalasitis informed Council that per an administrative order signed by the Chief Justice
of the Arizona Supreme Court, Ruth McGregor, the day-to-day oversight of the Marana Court
will be assumed by the Honorable Jan Kearey until the Council makes an appointment of a
new chief magistrate.
H. STAFF REPORTS
GENERAL ORDER OF BUSINESS
I. CONSENT. AGENDA
Motion: Approve, Moved by Couficil Member Jon Post, Seconded by Council Member
Russell Clanagan.
1. Resolution No. 2008-58: Relating to Administration; approving and authorizing
the renewal of an intergovernmental agreement with Pima County for payment of
incarceration of municipal prisoners (Jocelyn Bronson)
2. Resolution No. 2008-59: Relating to Development; approving and authorizing a
final plat for Arcobaleno (Kevin Kish)
3. Minutes of the April 15, 2008 regular meeting.
J. COUNCIL ACTION
1. Resolution No. 2008-60: Relating to Development; approving and authorizing the
designation of a Single Central Business District in the Town of Marana
2
MINUTES OF REGULAR COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: MAY 6, 2008
Kevin Kish presented to Council. The proposed Single Central Business District runs
from Marana Road south to Tangerine Road. Copies of the presentation are available for
viewing at the Town Clerk's Office. Vice Mayor Kai asked if The Villages of Tortolita
would be included into the Single Central District. Mr. Kish stated that as of now it will
not be but future expansion could be a possibility.
Motion: Approve, Moved by Council Member Carol McGorray, Seconded by Council
Member Russell Clanagan.
2. Resolution No. 2008-61: Relating to Personnel; approving employee benefit rates
for fiscal year 2009; and declaring an emergency
Deb Thalasitis presented to Council. Employees will see a minimal increase in monthly
premiums if they have a child(ren) or spouse on their plan. Copies of the presentation are
available for viewing at the Town Clerk's Office.
Motion: Approve, Moved by Council Member Carol McGorray, Seconded by Council
Member Patti Comerford.
Mike Reuwsaat thanked Ms. Thalasitis for the good work she has done.
K. BOARDS. COMMITTEES AND COMMISSIONS
L. ITEMS FOR DISCUSSION/POSSIBLE ACTION
1. State Legislative Issues: Discussion/Darection/Action regarding all pending bills
before the Legislature
Stephen Romero addressed two state legislative issues with Council. Mike Reuwsaat
informed Council that Congresswoman Giffords is working with the Town regarding
funding for the Banlett Channel for next year's Public Works act.
M. EXECUTIVE SESSIONS
Motion: Adjourn to Executive Session, Moved by Council Member Russell Clanagan,
Seconded by Council Member Jon Posh
Council left the dais at 7:49 P.M.
Council returned to the dais at 8:53P.M.
1. Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for
discussion or consultation for legal advice with the Town Attorney concerning any
matter listed on this agenda.
MINUTES OF REGULAR COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: MAY 6, 2008
2. Executive Session pursuant to A.R.S. §38-431.03 (A)(1), (3) and (4) for discussion or
consideration of employment, assignment, appointment, promotion, demotion,
dismissal, salaries, disciplining or resignation of public officer, appointee or employee of
Marano, and legal advice and direction to its representatives concerning negotiations
and possible agreement relating to same.
3. Executive Session pursuant to A.R.S. § 38-431.03(A)(3),(4) and (7), discussion or
consultation for legal advice with the Town's attorneys and discussion and to consider
its position and instruct the Town Manager and staff concerning the lawsuit entitled
Town of Marana v. Pima County/Pima County v. Marana (consolidated), Maricopa
County Superior Court No. CV2008-001131.
4. Executive Session pursuant to A.R.S. §38-431.03 (A)(4) and (7) to consider the
Town's position and instruct its representatives regarding negotiations for the purchase
of property rights needed for the Twin Peaks interchange project, CIP number 2001-44,
from the parcels of property generally identified as Pima County Assessor's parcel
numbers 226-15-008A, 226-15-018D, 221-OS-208B , 226-15-008B, 226-15-017B, 226-15-
018B and 226-15-019A, and to instruct the Town's attorneys in settlement negotiations
and contemplated condemnation proceedings relating to the same property rights.
Frank Cassidy asked Council to approve the settlement of parcel 221-OS-208B for $25,000
plus associated closing costs.
Motion: Approve, Moved by Council Member McGorray, Seconded by Council Member
Jon Posz
5. Executive session pursuant to A.R.S. § 38-431.03(A)(3) and (4) for discussion or
consultation for legal advice with the Town's attorneys and discussion and to consider
its position and instruct its attorneys regarding the public body's position in
contemplated litigation or in settlement discussions conducted in order to avoid
litigation concerning a personnel matter.
Itlr. Cassidy asked Council for authorization to proceed as discussed in Executive Session.
Motion: Approve, Moved by Council Member Russell Clanagan, Seconded by Council
Member McGorray.
N. FUTURE AGENDA ITEMS
Council Member Clanagan asked if a motion was needed to put the hawker issue back on
the agenda. Mayor Honea stated that he will put it on the agenda.
Council Member Post brought up facilitating prayer or invocation as requested by a
member of the public. Mayor Honea stated that he will put it on the agenda as well.
4
MINUTES OF REGULAR COUNCIL MEETING
MARANA MUNICIPAL COMPLEX
DATE: MAY 6, 2008
O. ADJOURNMENT
Motion: Adjourn, Moved by Motion of Council Member Jon Post, Seconded by Council
Member Carol McGorray.
The meeting was adjourned at 8:55 P.M.
CERTIFICATION
I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council
meeting held on May 6, 2008. I further certify that a quorum was present.
Jocelyn C. Bronson, Town Clerk
5
~pWN Oar
TOWN COUNCIL y f.=~-~
MEETING TOWN OF MARANA 9 ~MaRArvA ;
INFORMATION
gR1ZON~`
MEETING DATE: MAY 20, 2008 AGENDA ITEM: J. 1
TO: MAYOR AND COUNCIL
FROM: Kevin Kish, AICP, Planning Director
SUBJECT: Resolution No. 2008-66: Relating to Development; approving and
authorizing a preliminary plat for Cascada.
DISCUSSION
History and Request
This project was presented to the Planning Commission on April 30, 2008, where they
recommended approval to the Town Council 6-0 with Commissioner Fogel excused. The
applicant requests approval of a 1,361 acre preliminary plat for the property comprising the
Cascada Specific Plan which consists of fourteen blocks and includes 430-lots for the
development of Village I.
Location
The preliminary plat is located east of I-10 and UPRR, approximately 1 '/ mile south of
Tangerine Road, directly west of the corporate Town limits and generally north of Linda Vista
Boulevard. Village I is located in the southeast portion of the Cascada preliminary plat, east of
the future Cascada Boulevard.
Proiect Description
The land use designations within Cascada Specific Plan provide for a variety of residential,
commercial, open space and mixed-use opportunities. The residential designations provide a
range of lot sizes for single-family homes up to high density with a maximum of 3,806 dwelling
units allowed per the Cascada Specific Plan. The Village Commercial and Employment Center
designations allows for a mix of residential and commercial uses at different levels of scale
within the same development. Various forms of open space areas have been created to provide
Cascada residents, as well as the local community, outdoor recreation opportunities.
Within the blocks there are approximately 469 acres of low density residential, 137 acres of
medium density residential, 158 acres of medium high density residential and 30 acres of high
density residential planned. Additional high density residential is allowed on approximately 28
acres in a mix of residential and commercial uses in Village Center. The nearly 84 acres of
Employment Center use allows a diversity of uses at a regional scale. Open space is divided into
two categories: 212 acres will be Natural Undisturbed Open Space and 73 acres is planned for
Open Space Recreation, of which, 67 acres will be dedicated to the Town for regional parks.
052008 PRV-07075 Cascada PP TC
As part of a large master planned community, Village I will be constructed to strict residential
architectural design standards that have been adopted by the Specific Plan. Unifying themes will
reinforce the community identity but also provide a variety of unique homes. Three distinct types
of homes divided between the medium density residential (MDR) and medium high density
residential (MHDR) designation are planned with lot sizes ranging from 2,835 to 10,075 square
feet, the average lot size being 4,279 square feet.
Access and Circulation
Regional circulation is provided with access and connectivity to the I-10 freeway from the new
Twin Peaks interchange. Direct access to Cascada will be provided from the realigned Linda
Vista Boulevard and Camino de Manana Road. Internal circulation is routed on a north-south
spine road (Cascada Boulevard) which connects Linda Vista Boulevard to Lambert Lane as well
as servicing local residential collector streets. Village I will have two full access routes and one
emergency access way to Cascada Boulevard.
An integrated system of walkways, bikeways and trails will connect the different neighborhoods
and parks within the site. Large washes that run through the project area have been designed as
multi-use drainageways providing improved pedestrian trails along the banks.
Parks, Recreation and Trails
The Cascada Specific Plan supports a hierarchy of parks based on the development of the district
parks, neighborhood parks and community parks linked together by an integrated system of
pedestrian oriented paths. Two regional parks totaling approximately 67 acres will be
constructed parallel to I-10 with input from the Town Parks and Recreation Department. These
facilities will serve the whole Town as well as the nearby residents. Five neighborhood parks are
planned within the development as well as community gathering areas in the Village Center.
Village I contains a centrally located 2.1 acre park with an integrated trail linking it to the outer
edges of the neighborhood to promote connectivity for the residents and future development.
Each residential block will be required to provide on-site parks with amenities per the
requirements of the Land Development Code.
Impact Fees
Per the development agreement, the developer has agreed to pay a "School Improvement
Contribution Fee" of $1,200 per residential lot to the Marana Unified School District at the time
of building permit issuance. The developer will be required to pay all applicable park
development and regional transportation impact fees at the time of building permit issuance.
Summary
Staff has reviewed the request against the requirements of the Marana Land Development Code,
the Specific Plan and the Development Agreement. The preliminary plat is in conformance with
all required development regulations and design guidelines.
ATTACHMENTS
Application, location map and preliminary plat reduction.
-G-
052008 PRV-07075 Cascada PP TC
RECOMMENDATION
Staff has reviewed the application for compliance with the requirements of the Marana Land
Development Code, the rezoning conditions of Ordinance No. 2006.23, and the Development
Agreement as Resolution No. 2007.82. The preliminary plat is in substantial conformance with
all required development regulations and conditions of zoning. Staff recommends approval of the
preliminary plat for Cascada.
SUGGESTED MOTION
I move to approve Resolution No. 2008-66.
-~-
052008 PRV-07075 Cascada PP TC
MARANA RESOLUTION N0.2008-66
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING A PRELIMINARY
PLAT FOR CASCADA.
WHEREAS, the Mayor and Town Council approved and adopted the Cascada Specific
Plan on December 5, 2006 by Ordinance 2006.23, and subsequently entered into a Development
Agreement with the developer on May 16, 2007 by Resolution 2007.82; and
WHEREAS, the Town Council, at its regular meeting on May 20, 2008, determined
that the preliminary plat of Cascada should be approved; and
WHEREAS, Red Point Development Inc., the owner of Cascada, has applied for approval
of a preliminary plat for 1361 acres, including Village I (Lots 1-430), Blocks I through XIV and
"A and B", and Common Areas "A" through "I", and generally located east of I-10 and UPRR,
approximately 1 '/ mile south of Tangerine Road, directly west of the corporate Town limits and
generally north of Linda Vista Boulevard within portions of Sections 9, 10, 11, 14, 15 and 22,
Township 12 South, and Range 12 East.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of
Marana, Arizona, that the preliminary plat for Cascada within the Cascada Specific Plan area, is
hereby approved.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona,
this 20th day of May, 2008.
Mayor ED HONEA
ATTEST:
Jocelyn C. Bronson, Town Clerk
APPROVED AS TO FORM:
Frank Cassidy, Town Attorney
Marana Resolution No. 2008-66
~~~,
~~~~~
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rowN as au~tu~
The final plat, application and location map for Cascada are
on file and available for viewing from 8:00 a.m. to 5:00
p.m. Monday through Friday excluding holidays, at the
office of the Town Clerk, 11555 W. Civic Center Drive,
Marana, AZ 85653 .
tpWN OF
TOWN COUNCIL
MEETING TOWN OF MARANA a MARANA ~
INFORMATION
gRIZUNP
MEETING DATE: May 20, 2008 AGENDA ITEM: J. 2
TO: MAYOR AND COUNCIL
FROM: Kevin Kish, AICP, Planning Director
SUBJECT: Resolution No. 2008-67: Relating to Development; approving and
authorizing a preliminary plat for Tangerine Crossing Block 3,
Lots 1-36 and Common Areas "A," "B," and "C-1" thru "C-7".
DISCUSSION
History and Repuest
This project was presented to the Planning Commission on April 30, 2008, where they
recommended approval to the Town Council 6-0 with Commissioner Fogel excused.
The applicant is requesting preliminary plat approval of a 36-lot single family subdivision,
consisting of Lots 1-36 and Common Areas "A," "B," and "C-1" thru "C-7".
The Tangerine Crossing Development Agreement (adopted by Resolution 2004-98 on July 6,
2004), includes agreed upon restrictions pertaining to minimum residential lot size and
maximum site disturbance.
On February 7, 2006, the Town Council approved Resolution 2006-26 authorizing the Tangerine
Crossing Final Plat, a final plat fora 347-lot single family home subdivision, including Blocks 1
through 5 and Common Areas, on approximately 301 acres.
Tangerine Crossing Block 3 represents the final developable block of the Tangerine Crossing
Final Plat.
Location
The subdivision is located on the east side of Thornydale Road, approximately one-third mile
north of Tangerine Road.
Proiect Description
The Tangerine Crossing Block 3 plat proposes 36 single-family lots with the smallest lot of
8,632 square feet for lot 35, and an average lot size of 9,808 square feet; building height will be
limited to 25 feet. The Development Agreement stipulates that no residential lot on the property
shall be less than six thousand square feet in size.
Total site disturbance for the Tangerine Crossing project area cannot exceed 50% or 150.5 acres.
Block 3 proposes a gradable area of 13.2 acres, disturbing 4% of the original 150.5 acres and
providing 12.8 acres as natural undisturbed open space, leaving a remaining disturbance balance
for the Tangerine Crossing project of zero.
052008 PRV-07072 Tangerine Crossing Block 3 PP
-1-
Due to maximum disturbance requirements and adjacent jurisdictional washes, the applicant is proposing
a street length of 1100 feet, ending in a standard cul-de-sac. A midblock hammerhead turn around is
proposed at 740 feet from the street intersection to mitigate the increased cul-de-sac length.
The primary access for the proposed subdivision is a gated entrance off Thornydale Road. The entrance
off Thornydale Road is 52 foot wide, the private roads are 46 foot wide with five foot sidewalks.
Although a second emergency access will be provided, it is located at the southern end of the cul-de-sac
and serves only the six lots south of the main entry. The secondary emergency access will be a 20 foot
stabilized surface. The 31 lots to the north will not be served by secondary emergency access. Fire
sprinkler systems will be installed in each home.
The applicant for Tangerine Crossing Block 3 made a request for a design exception from the Subdivision
Street Standards related to the maximum cul-de-sac length and alternative access, and was heard by the
Marana Planning Commission at their regular meeting held on April 30, 2008. The vote was
unanimously approved with a vote of 6-0.
Parks, Recreation and Trails
The developer is not required to provide any improved on-site recreation areas because this subdivision is
less than 50 residential units (per Marana Land Development Code, Section 06.03.02.I.1). However the
developer is providing onsite, and offsite, 8 foot wide decomposed granite trails along the basin and
drainage channel section rims, and along Thornydale Road (continuing the East Pima County Trail
System Master Plan Trail #175 northward).
Impact Fees
Per the development agreement, the developer has agreed to pay a "School Improvement Contribution
Fee" of $1,200 per residential lot to the Marana Unified School District at the time of building permit
issuance. The developer will be required to pay all applicable park development and regional
transportation impact fees at the time of building permit issuance.
ATTACHMENTS
Application, location map, and preliminary plat reduction.
RECOMMENDATION
Staff has reviewed the application for compliance with the Forest City Specific Plan, the Tangerine
Crossing Development Agreement, the Marana Land Development Code and the Marana General Plan.
This preliminary plat is in conformance with all required development regulations and design guidelines
with the approved Design Exception.
SUGGESTED MOTION
I move to approve Resolution No. 2008-67.
052008 PRV-07072 Tangerine Crossing Block 3 PP
MARANA RESOLUTION N0.2008-67
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING A PRELIMINARY
PLAT FOR TANGERINE CROSSING BLOCK 3 LOTS 1-36 AND COMMON AREAS "A,"
"B," AND "C-1" THRU "C-7".
WHEREAS, on August 5, 1997, the Town of Marana adopted Ordinance No. 97.24,
approving the "Tangerine Road/Thornydale Road Annexation"; and
WHEREAS, on October 24, 2000, the Town of Marana adopted Ordinance No. 2000.19,
approving the "Forest City Specific Plan," which included this property; and
WHEREAS, on February 7, 2006, the Town of Marana approved Resolution No. 2006-
26, authorizing the Tangerine Crossing Final Plat, Tangerine Crossing, Lots 1-347, Blocks 1-5
and Common Areas, Book 60 Page 87; and
WHEREAS, Tangerine Road Associates, the owner of Tangerine Crossing Block 3, has
applied for approval of a preliminary plat for Block 3, a 36-lot single-family home subdivision on
25.9 acres, including lots 1 through 36 and common areas "A", "B", and "C-1" thru "C-7", and is
generally located on the east side of Thornydale Road, approximately one-third mile north of
Tangerine Road, within a portion of Section 32, Township 11 South, and Range 13 East; and
WHEREAS, the Marana Planning Commission at their regular meeting held on April 30,
2008, voted 6-0 (Commissioner Fogel excused) to recommend that the Town Council approve
said preliminary plat; and
WHEREAS, the Marana Town Council, at their regular meeting on May 20, 2008,
determined that the Tangerine Crossing Block 3 preliminary plat should be approved.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of
Marana, Arizona, that the Tangerine Crossing preliminary plat is hereby approved.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona,
this 20th day of May, 2008.
Mayor ED HONEA
ATTEST:
Jocelyn C. Bronson, Town Clerk
Marana Resolution No. 20058-67
APPROVED AS TO FORM:
Frank Cassidy, Town Attorney
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The final plat, application and location map for Tangerine
Crossing are on file and available for viewing from 8:00
a.m. to 5:00 p.m. Monday through Friday excluding
holidays, at the office of the Town Clerk, 11555 W. Civic
Center Drive, Marana, AZ 8 5 65 3 .
1pW N OE-
TOWN COUNCIL
MEETING TOWN OF MARANA 9 M aHan~a ;
INFORMATION
gR1ZONP
MEETING DATE: May 20, 2008 AGENDA ITEM: J. 3
TO: MAYOR AND COUNCIL
FROM: Jane Fairall, Deputy Town Attorney
SUBJECT: Ordinance No. 2008.11: Relating to Traffic and Highways;
amending Title 12 of the Marana town code to prohibit the solici-
tation of employment, business or contributions from occupants of
vehicles traveling on town streets or highways; providing penalties
for violation; adding Chapter 12-8; renumbering existing Chapter
12-8; and designating an effective date.
DISCUSSION
This item was brought to Council for discussion and direction on February 19, 2008. At that
time, .Council requested that staff develop a plan to address issues that homeless individuals liv-
ing in Marana may face upon adoption of this ordinance. Specifically, Council was concerned
with outreach efforts to notify the affected individuals about the new ordinance, prior to en-
forcement efforts, as well as outreach directed at informing homeless individuals of assistance
available to them. In response to Council's requests, the Community Development Department,
with input from the Police Department and the Legal Department, developed amulti-step plan
that is attached for Council review. The plan attempts to address the noted issues.
The proposed ordinance would prohibit the solicitation of employment, business, contributions
or donations from occupants of vehicles traveling on the town's roadways. The purpose of the
ordinance is to protect the safety of pedestrians and occupants of vehicles and to promote the or-
derly flow of traffic. This ordinance was developed with input from the Police Department, the
Community Development Department, the Public Works Department--Traffic Engineering Divi-
sion, Operations and Maintenance Department-Traffic Signals Group and the Legal Depart-
ment.
The ordinance would prohibit pedestrians from occupying medians within the town's roadways
for the purpose of soliciting donations or selling newspapers or other goods or services. This is
proposed because medians are intended to serve as safety islands to pedestrians who are crossing
the street and as unoccupied buffers between opposing lanes of traffic. Pedestrian and motor ve-
hicle safety is jeopardized when the curbcut, crosswalk and median areas are blocked or impeded
by persons engaging in solicitation or sales.
In addition to the important safety considerations, the Traffic Signals Group of the Operations
and Maintenance Department has observed that on medians frequented by newspaper hawkers,
there has been a marked increase in the number of times that pedestrian crossing buttons are be-
{00009179. DOC /} JF S/Il/08
ing activated. On one median, a 500-event log filled up in only two days. This excessive use of
the pedestrian crossing buttons disrupts traffic flow and results in a lack of coordination with
other traffic signals in the vicinity.
The proposed ordinance provides that a violation would be a class 3 misdemeanor, which is the
least serious classification for a misdemeanor offense. In addition, the ordinance provides that
the magistrate may impose community service in lieu of a fine, credited at $10 per hour.
ATTACHMENTS
1. Proposed new ordinance
2. Plan for Addressing Marana Street Hawkers-May 2008
3. Letter dated November 28, 2007 from Marana Chamber of Commerce
FINANCIAL IMPACT
None
REQUESTED ACTION
Staff recommends adoption of Ordinance No. 2008.11, adding new Chapter 12-8 to the Marana
Town Code.
SUGGESTED MOTION
I move to adopt Ordinance No. 2008.11.
{00009179.DOC /f -2- JF S/12/08
MARANA ORDINANCE N0.2008.11
RELATING TO TRAFFIC AND HIGHWAYS; AMENDING. TITLE 12 OF THE MARANA
TOWN CODE TO PROHIBIT THE SOLICITATION OF EMPLOYMENT, BUSINESS OR
CONTRIBUTIONS FROM OCCUPANTS OF VEHICLES TRAVELING ON TOWN
STREETS OR HIGHWAYS; PROVIDING PENALITES FOR VIOLATION; ADDING
CHAPTER 12-8; RENUMBERING EXISTING CHAPTER 12-8; AND DESIGNATING AN
EFFECTIVE DATE.
WHEREAS the Town Council finds that the practice of pedestrians soliciting or other-
wise engaging occupants of vehicles at intersections for donations, services or sales increases the
danger of physical injury to both the pedestrians and the occupants of vehicles; and
WHEREAS the Town Council finds that the Town's interest in protecting the welfare of
pedestrians and occupants of motor vehicles is compelling; and
WHEREAS the Town Council finds that the adoption of a prohibition on the solicitation
of occupants of vehicles as set forth in this ordinance is in the best interests of the Town and its
residents.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, as follows:
SECTION 1. Title 12 of the Marana Town Code is hereby revised by renumbering exist-
ing Chapter 12-8 as Chapter 12-9 and by adding new Chapter 12-8, as follows:
Chapter 12-8 SOLICITATION OF EMPLOYMENT, BUSINESS OR
CONTRIBUTIONS FROM OCCUPANTS OF VEHICLES
TRAVELING ON TOWN STREETS OR HIGHWAYS
Section 12-8-1 Purpose and intent
It is the purpose and intent of this chapter to protect the safety of pedestrians
and occupants of motor vehicles and to promote the orderly flow of vehicular and
pedestrian traffic.
Section 12-8-2 Definition
For purposes of this chapter, "street" or "highway" means the entire width be-
tween the boundary lines of every way, including traffic medians, if a part of the
way is open to the use of the public for purposes of vehicular travel.
{00007887.DOC / 2} - 1 - JF 5/12/08
Section 12-8-3 Prohibited conduct
No person shall stand upon or otherwise occupy a street or highway and solicit
or attempt to solicit employment, business, contributions, donations or sales of
any kind from the occupant of any vehicle.
Section 12-8-4 Violation; penalties
A. A violation of this chapter is a class 3 misdemeanor.
B. The magistrate may impose community service in lieu of a fine for violation of
this chapter. For purposes of this chapter, community service work shall be
credited at $10 per hour.
SECTION 2. This Ordinance shall become effective on the 20th day of June, 2008.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 20th day of May, 2008.
Mayor Ed Honea
ATTEST:
Jocelyn C. Bronson, Town Clerk
APPROVED AS TO FORM:
Frank Cassidy, Town Attorney
{00007887.DOC / 2} - 2 - JF 5/12/08
Board of Directors:
Paul Pecora - Chairman
Comcast
Paul Blgelow -Chalmian Elect
Texas Roadhouse
Mtke waiter -Past Chair
AAA [airdscape
Jert Cheatum -Treasurer
NatkuralBank ofarrzona
Steve Mtklost -Secretary
BreakeistNaterpark
Jay Schwartz
coca-Cola
OK Rlhl
Gladden Farms
Amber smith
RacyAssodates
Jack Neubeck
fie ~anning Centel
Chuck luhtala
Canyon CommunltyBank
wally smnh
Vector tmpresslons, inc.
Jolene Campbell
Northwest Med/ca/ Center
t3c~fficto:
Jocelyn Bronson
Marana Town perk
PrCSldent/CEO
Ed Stolmaker
November 28, 2007
Dear Chief Richard Vidaurri,
The Marana Chamber of Commerce endorses the efforts made by the Marana
Police Department to pass an ordinance prohibiting the use of medians by vendors
in the town's intersections. Not only do these individuals-pose life-threatening risks
to themselves, pedestrians, and those in vehicles, they also create numerous traffic
problems and may serve as deterrents to new businesses in the area. The Marana
Chamber Board of Directors voted in support of this proposed town code. The
ordinance would prohibit the use of medians by vendors to "solicit employment,
business, contributions, donations or sales of any kind from the occupant of any
vehicle" (MPD). The Marana Police Department and the Chamber feel strongly that
this town code is a proactive approach to eliminating the ensuing problems before a
fatality or any other life-threatening accident results. The City of Tucson enacted a
similar code in 2000 following two vendor fatalities within weeks of each other. The
;town of Oro Valley also passed an analogous code restricting this form of
panhandling.
In review of why this form of vending is dangerous and damaging to the
livelihood of the Marana community, several .issues have been raised by the MPD
and the Chamber on the direct impact it has on those vending and other civilians in
close proximity. The main concerns are as follows: traffic safety, turf battles among
rival vendors, medians no longer serving as safety barriers for drivers, abuse of
cross walk buttons, eye contact distracting drivers, litter, and increased congestion
of the intersections which poses a greater risk for accidents. Other community
related concerns on the issue are listed as: excessive sun exposure and inhalation
of toxic fumes of vendors, deterrent for new businesses wishing to locate at a
"hawking° intersection, and finally the risk of vendors or other civilians being hit by
moving vehicles during the transaction. The MPD and the Chamber recognize the
existence of shelters, services, organizations, and other means for assisting the
mental health, substance abuse, and economic situations of these individuals which
are in fact safe, proactive, and positive approaches in dealing with this issue. Please
support this town code which is necessary to ensure the safety of everyone in the
community.
Sincerely,
~--
Ed Stolmaker
President/CEO
Marana Chamber of Commerce
13881 N. Casa Grande Highway •Marana, Arizona 85653 • Phone 520/682-4314 • Fax 520/682-2303
TOWN OF MARANA
A Plan for Addressing Marana Street Hawkers
May 2008
Introduction:
During initial efforts to enact an ordinance prohibiting the solicitation of employment, business,
contributions or donations from occupants of vehicles traveling on the Town's roadways
concerns over the treatment of the newspaper hawkers and Marana's homeless came to the
forefront. The following is a plan designed to address the concerns raised over the proposed
hawker prohibition and related issues surrounding Marana's homeless population.
Problem Statement:
Marana's recent population, residential, and commercial growth has placed a strain on its
transportation infrastructure. Northern Marana's frontage roads and arterials accommodate a
high volume of traffic during key commute
times and serve as cut through roadways
°"°' for local drivers trying to avoid the high-
speeds, construction delays, and increased
traffic on I-10. Southern Marana's multi-
lane arterials connect the Town's
residential and commercial base to I-10 and
serve as a regional passage to Oracle Road
(State Route 77) to the east. Southern
Marana's roadways contain fourteen major
intersections with functioning traffic
signals. The Town's Traffic Division works diligently to ensure that signal timing and
sequencing provide optimal travel for residents and visitors alike.
The Traffic Signals Group of the Operations and Maintenance Department has observed that on
medians frequented by newspaper hawkers, there has been a marked increase in the number of
times that pedestrian crossing buttons are being activated. On one median, a 500-event log filled
up in only two days. This excessive use of the pedestrian crossing buttons disrupts traffic flow
and results in a lack of coordination with other traffic signals in the vicinity creating capacity and
safety problems.
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To address safety concerns, Public Works Department--Traffic Engineering Division, Operations
and Maintenance Department-Traffic Signals Group,
Community Development and Legal Department staff has
recommended adoption of an ordinance to prohibit the
solicitation of employment, business, contributions or
donations from occupants of vehicles traveling on the town's
roadways. The purpose of the ordinance is to protect the
safety of pedestrians and occupants of vehicles and to
promote the orderly flow of traffic. The proposed ordinance
provides that a violation would be a class 3 misdemeanor, which is the least serious classification
for a misdemeanor offense. In addition, the ordinance provides that the magistrate may impose
community service in lieu of a fine, credited at $10 per hour.
Simultaneously, there have been growing concerns from neighborhoods and businesses in
Marana regarding street hawkers and the number of homeless people occupying traffic medians,
public infrastructure, and other areas. These concerns have been at the forefront of discussions
among neighborhoods, business groups, and service providers throughout the Town. Although
the number of homeless in Marana is relatively small in comparison to other parts of Pima
~, ~ ~ County, the issues surrounding hawkers has heightened awareness
and refocused attention on the Town's homeless population.
According to the most recent street count conducted by Tucson
Planning Council for the Homeless (TPCH) with the cooperation of
the Marana Police and Community Development Departments,
there are 30 homeless adults living on Marana's streets. This
number does not include youth or adults living in substandard
conditions or under other HUD definitions of homelessness. Valid
statistics on the number of homeless youth, families, and adults
living in some form of shelter are much harder to estimate, but it is
usually assumed in the homeless services community that only 35-
50% ofhomeless adults are on the street each night.
Since February 2007, Marana's Community Development Department has been working as a
voting member of TPCH, the HUD recognized body responsible for planning and coordination
of services for the homeless in the region. TPCH is a coalition of community- and faith-based
organizations, government entities, businesses, and individuals committed to the mission of
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reducing homelessness and addressing the issues related to homelessness in Pima County.
Multiple TPCH service providers offer outreach and referral services to individuals in Marana,
including targeted interventions for veterans and people diagnosed with a serious mental illness.
Initial Community/Street Hawkers Outreach:
In anticipation of the prohibition on the solicitation of employment, business, contributions or
donations from occupants of vehicles traveling on the Town's roadways, Community
Development staff have been conducting periodic outreach to street vendors in the Continental
Ranch and Ina Road areas. During these informal meetings staff has offered information about
and linkage to area homeless service providers. Many of the individuals contacted have been
reluctant to offer details about their living and/or work situations. Some stated that they moved
to Marana after Tucson's street hawker ban took place in 2000 and others are new to the area.
All had heard about a proposed ban. All were fully aware of the continuum of services available
through the community- and faith-based services community. When offered information on
available services, all were already in possession of "Need Help" pamphlets or other provider
contact information.
Community Development staff also contacted provider agencies and local faith-based
organizations agreeing to work with community service providers to distribute "Need Help"
brochures to affected persons. These initial encounters were all positive and productive, but staff
has concluded that more intensive outreach will be required during the roll-out phase of the
proposed ordinance.
Program Elements:
To address safety issues surrounding the use of public roadways for the sale of products and
services or solicitation of donations the Town of Marana is proposing athree-pronged approach
consisting of: (1) a public safety ordinance to prohibit the solicitation of employment, business,
contributions or donations from occupants of vehicles traveling on the Town's roadways (2) a
public education and awareness campaign; and (3) intensive outreach efforts.
(1) Public Safety Ordinance
The staff recommended ordinance would prohibit the solicitation of employment, business,
contributions or donations from occupants of vehicles traveling on the town's roadways. The
purpose of the ordinance is to protect the safety of pedestrians and occupants of vehicles and
to promote the orderly flow of traffic. The ordinance would prohibit pedestrians from
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occupying medians within the town's roadways for the purpose of soliciting donations or
selling newspapers or other goods or services. This is proposed because medians are
intended to serve as safety islands to pedestrians who are crossing the street and as
unoccupied buffers between opposing lanes of traffic. Pedestrian and motor vehicle safety is
jeopardized when the curb cut, crosswalk and median areas are blocked or impeded by
persons engaging in solicitation or sales.
(2) Public Education/Awareness Campaign
Marana's Public Education/Awareness Campaign offers community education and outreach
to the Town's homeless and the general public. This public education effort is targeted at
Town staff, street hawkers, residents,
merchants, and visitors with safety
and human services concerns
surrounding homeless individuals in
Marana.
Marana's educational efforts will
begin with internal customers.
Community Development staff will
attend staff meetings and shift
briefings to providing front-line staff
with: (a) information about the
ordinance; (b) referral resources to
distribute to homeless persons; and (c) a contact number and correspondence sheet as a
formal mechanism for engaging Community Development assistance if needed. This
systematic approach will allow Town employees to act as eyes and ears for the department
and relay information on homeless individuals and any camp sites within Town limits for
additional outreach.
(3) Intensive Outreach
Staff will proactively solicit information and assistance from local faith- and community-
based groups concerned with homelessness in the community to help expand capacity and
coordination of services for the street hawkers and/or homeless populations. Police
Department homeowner association liaisons will be provided materials to distribute to
concerned neighbors.
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Contacts will be made with the schools, churches, youth organizations, civic groups, and
others explaining the ordinance and its effect on fundraising activities such as car washes and
bake sales where participants hold signs on public sidewalks and/or in intersections.
Street outreach directed to newspaper hawkers during the 30 day period between passage of
the proposed ordinance and its taking effect will offer information about the ordinance and
referrals and/or direct linkage to community- and faith-based service providers. The program
goal is to personally contact every individual working on Marana's medians to explain the
new ordinance and help facilitate services and employment.
Timeline:
Activity Complain Week I Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10
Problem Statement
Public Outreach
Development of Ordinance
Public Hearing
Initial Community Outreach
Community Service Provider Contacts
Ordinance Sent to Mayor & Council
In-Service Training TOM
Meetings -Community Organizations
Press Release
Community Presentations
One-on-One Outreach
Program Activity Evaluation
Update to Mayor and Council
Summary Statement:
The preceeding plan lays out staff recommended steps to protect the safety of pedestrians and
occupants of vehicles and to promote the orderly flow of traffic in intersections. The proposed
ordinance would prohibit pedestrians from occupying medians within the town's roadways for
the purpose of soliciting donations or selling newspapers or other goods or services. Outreach
and public information efforts will help provide a safety net for those affected by the ordinance
and provide a public forum for public participation in addressing issues surrounding street
hawkers and homeless persons in the Town of Marana.
f /I i !/' /
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MARANA
TOWN OF MARANA
A Plan for Addressing Marana Street Hawkers
May 2008
Attachments:
Need Help -Flyer (TPCH)
Need Help -Packet Handout (TPCH)
Map -Intersection Locations
Map - Marana/I-10
Map -Orange Grove/I-10
Map -Sunset/I-10
Map - Ina/I-10
Map -Cortaro/I-10
Map -Dove Mountain/Thornydale
Map -Tangerine/Tangerine Crossings
Map -Tangerine/Thornydale
Map -Horizon Hills/Thornydale
Map - Costco Drive/Thornydale
Map -Orange Grove/Thornydale
Map -Silverbell/Wade
Map -Silverbell/Coachline
Map -Cortaro/Silverbell
Map -Cortaro/Arizona Pavilions
Map -Cortaro Farms/Camino de Oeste
Map -Cortaro Farms/Hartman
Map - Ina/Old Father
Map - Ina/Silverbell
Map - Ina/Thornydale
Map - Ina/Meredith
Ending services for people who are fiomeiess or near-hc~rnel~ss
Encuentre servicios pars personas sin hogar
,~ Food/comida 1 Showers/Regaderas ~ Clothes/Ropa •ti Shelter/Hospedaje ~ Health/Salud
'~ SHELTERS/HOSPEDAJE
MEN/HOMBRES
Gospel Rescue Mission 740-1501
312 W. 28th St. Intake 4-5:15 PM
INFANTS & CHILDREN /
INFANTES Y NINOS
Casa de los Niiios 624-5600
1138 N. Fourth Ave., call ahead. Llame primero
Primavera Men's Shelter 623-4300
Call after 9 AM for reservations. Walk-ins, too.
Llame despu~s de las 9:00 AM para
reservaciones, sin reservaciBn tambi~n.
Salvation Army Hospitality House 622-5411
1021 N. 11th Ave.; Intake 3-5 PM. ID & TB test
results required. Identificaci6n y resultados de
la prueba de Tuberculosis requeridos.
WOMEN 6 CHILDREN /
MUJERES Y NINOS
Gospel Rescue Mission 740-1501 x9
1130 W. Miracle Mile; Call for intake appoint-
ment. Ilame para una cita para la toms de
datos.
New Beginnings 292-0698
for Women & Children
Calf ahead. Shelter- open 24 hrs.7 days a
week. Llame primero. Hospedaje abierto las 24
hrs. 7 dias a la semana.
Salvation Army Hospitality House 622-5411
1021 N. 11th Ave.; Intake 3-5 PM. ID & TB test
results required. Identificaci8n y resultados de
la prueba de Tuberculosis requeridos.
Primavera Families 622-8900
Greyhound Family Shelter
40 W. Veterans Blvd.
Intake M-F 7:30 AM-3 PM, Food boxes also
available. L-V 7:30 AM-3 PM, Cajas de comida.
DOMESTIC VIOLENCE/
VIOLENCIA DOMESTICA
Brewster Center West House 622-6347
Call ahead. Shelter- open 24 hrs.7 days a
week. Llame primero. Hospedaje abierto las 24
hrs. 7 dias a la semana.
Tucson Centers 795-4266
for Women and Children
Toll free-1-888-428-0101. Crisis line (2411)
Llame gratis al 1-888-428-0101. Linea de crisis
(24/7)
Wingspan Anti-Violence Program 624-0348
24 hour Crisis line. Linea de Crisis las 24 horas
Printed-March 2008
Xv FOOD / COMIDA
FOOD BOJ~ES IE4JAS t?E-COMIDA
The Giving Tree- Project FEED
22nd St, between Swan 8 Columbus, next to
Family Dollar Store. Thur, 4-6 PM, Sunday, 3-
6:30 PM. 22nd St, entre Swan y Columbus,
Enseguida de la tienda Family Dollar.
J, 4-6 PM, D, 3-6:30 PM 'jr
Caridad-Meals 882-5641
Call for times and locations.
Llame para horario y locaciones.
Other Food Box locations 325-2111
Call Information & Referral for locations.
Llame para locaciones.
Inner-City Harvesters 620-1815
939 S. 10th Ave., Wed, Sat 9 AM-12 PM, Mier y
S 9 AM -12 PM.
Community Food Bank 622-0525
3003 S. County Club Rd
M-F 8 AM-4 PM. L-V 8 AM-4 PM.
RENT 8 UTILITIES ASSISTANCE /
ASISTENCIA DE RENTA Y '~
SERVICIO DEUTIUDADES
Interfaith Community Services 297-0049
2820 W Ina Rd., M-F 9 AM---4 PM. Food boxes,
bus passes, rent assistance. L-V 9 AM-4 PM,
Cajas de comida, pose de autobus, ayuda con
yenta.
PNmavera Prevention 622-8900
and Intervention
40 W. Veterans Blvd. Rent assistance. Ayuda
con yenta.
Pima County 243-8700
Community Action Agency
2797 E Ajo Way. RenUMortgage and utilities
assistance. Ayuda con rents/ hipoteca, ayuda
con utilfdades.
Arizona Housing 498-4813
and Prevention Services
By appointment only
Tucson Urban League 791-9522
2305 S. Park Ave.
Catalina Area 825-9811 or 825-8288
14380 N. Oracle
Bus SchscleleslHanriota de Autobtis
SUN TRAM-792-9222
YOUTH/JOVENES
Open Inn / 670-9040 x18
Center for Juvenile Alternatives
Our Family -Street Outreach 323-1706
or call toll-free (24 hrs). 1-800-537-8696
Crisis outreach and shelter for homeless youth.
Ayuda en crisis y hospedaje para juventud sin
hogar.
.PERSONAL NEEDS /
NECESIDADES PERSONALES
Primavera Relief ii Referral 623-5111 x113
702 S. Sixth Ave. at 17th St. Mail/message
service, phone, clothes, toiletries, bathroom,
food boxes, case management; drop in, M-F,
8:30 AM-1:30 PM. Correo / servicio de
mensajes, Tel~fono, Ropa, artfculos de barSo,
Cajas de comida, encargados de caso.
Vis(tenos L-V 8:30 AM-:30 PM ~
Primavera Casa Paloma 882-0820
For homeless women: showers, clothing, toilet-
ries, laundry, meal; drop in, M, T, W & F, 9 AM -
12:30 PM, call for location. Para mujeres sin
hogar: regaderas, ropa, Articulos de bat5o,
lavarropas, comida. Visftenos L, Mar, Mier, y V,
9 AM - 12:30 PM, Ilame para direcciones.
1 Y
Southside Presbyterian Church
317 W. 23rd St. , M, F. only, 7:30 AM -10:30
AM, showers, toiletries, laundry, clothing &
food. L y V. solamente de 7:30 AM - 10:30 AM,
Regaderas, articulos para el batio, lavarropas,
Ropa y comida. 1 ~
Casa Maria 624-0312
352 E. 25th St. 8 AM- 12 PM daily. Haircuts
every other Monday. Showers -sign up at 7
AM. Diariamente, Corte de Cabello coda otro
Lunes, Regaderas.-Registrese a las 7 AM.
1.Y
Gospel Rescue Mission
312 W. 28th St. For homeless men. Daily 4 PM.
Showers, Gothes, food. Hombres-Diariamente
4 PM. Regaderas, ropa y comida.
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MEETING TOWN OF MARANA 9 MARANA ~
INFORMATION
gRIZONI`
MEETING DATE: May 20, 2008 AGENDA ITEM: J. 4
TO: MAYOR AND COUNCIL
FROM: Erik Montague, Finance Director
SUBJECT: Resolution No. 2008-68: Relating to Budget; adoption of the Fiscal
Year 2008-2009 Tentative Budget
DISCUSSION
In conformance with State law, the tentative budget must be adopted prior to the third Monday in July.
The adoption of the tentative budget will set the maximum limit of expenditures for fiscal year 2008-
2009. The total budget may be reduced prior to final adoption, but cannot be increased. However, Mayor
and Council may reallocate funding among departments and/or programs.
In coordination with Mayor and Council, staff has prepared a tentative budget of $211,500,515 for fiscal
year 2008-2009. This budget reflects the careful allocation of the Town's resources to Mayor and
Council's goals. For the current fiscal year, Community Facilitates District's and other special districts
are included within this tentative budget as they are component units. The following summary compares
the fiscal year 2008-2009 tentative budget to the current fiscal year.
Budget Summary
2009 2008 Dollar Percentage
Primary Entity Tentative Adopted Change Change
General Fund 37,568,137 35,217,240 2,350,897 7%
Special Revenue Funds 4,393,348 4,276,416 116,932 3%
Capital Projects Funds 90,204,847 108,307,616 (18,102,769) -17%
Debt Service Funds 5,578,293 6,429,932 (851,639) -13%
Enterprise Funds 52,617,914 55,593,967 (2,976,053) -5%
Primary entity 190,362,539 209,825,171 (19,462,632) -9%
Component Units
Special Districts 21,137,976 -*
Total 211,500,515 209,825,171
* Reported separately in fiscal year 2007-08
The budget has been structurally balanced with ongoing revenues used to fund ongoing expenditures.
Total revenues anticipated for fiscal year 2008-2009 are $107,831,794. Fund balances will be utilized for
one-time expenditures, carryover requests and capital projects.
FY2009 Adoption of Tentative Budget OS/09/2008; 8: 31AM,• EM
Supplemental requests approved by Council total $6,109,932. Of that amount, $1,811,410 is for ongoing
costs and $4,298,492 in one-time costs. The following table shows the supplemental summary by fund.
Supplemental Summary by Fund
Fund
General Fund
Parks Impact Fees
Transportation fund
HURF
Water Fund
Ongoing
448,812
278,000
1,031,000
One-time
3,561,992
250,000
164,500
150,000
Total
53,628 172,000
1,811,440 4,298,492
EMPLOYEE COMPENSATION AND BENEFITS
Approximately $1.7M is appropriated for increases in compensation and benefits to; 1) provide for
compensation adjustments associated with the Town-wide compensation and classification study; 2)
provide funding for other compensation adjustments as approved by Council in the long-term
compensation and benefit plan. Staff anticipates bringing options for along-term compensation and
benefit plan to Council on or around June 10, 2008 for discussion and direction. This plan will be
brought before Council for consideration as part of the final budget adoption; 3) maintain the 5% step
program in the Police Department, and; 4) fund increases in health, retirement, dental and related benefits.
POSITIONS
These supplemental requests include the addition of 6 positions throughout the organization.
Approximately $271K is appropriated for the 6 positions (FTE's). Including position adjustments made
during the current fiscal year, staffing has increased from 362 positions to 367. FTE was reduced by.one
position (Information Technology Director) when the GIS and Information Technology departments
combined earlier this year. The schedule of authorized positions is attached for your review.
The following details the new FTE's by department:
• AippOYt -Executive Assistant (1 FTE) - $42K
• Water/O&M/Police -Customer Service Specialist (1 FTE) - $30K
• Technolo~y Services -Systems Manager (1 FTE) - $71K
• Operations and Maintenance -Fleet Technician I (1 FTE) - $38K
• Parks and Recreation - Parks Maintenance Worker (1FTE) - $39K
• Water -GIS Infrastructure Technician (1 FTE) - $51K
CAPITAL IMPROVEMENTS PLAN (CIP)
The proposed CIP totals approximately $139.1 million, or 66%, of the tentative budget. The major
components of the CIP are as follows:
• Public Works -approximately $75.3 million of the CIP (54%) is earmarked for roadway capacity
improvements; $21.1M for Silverbell Road; $23.SM for Linda Vista/Twin Peaks Interchange;
$5.3M to complete Tangerine Farms Road from I-10 to Moore Road; $5.7M for
Thornydale/Orange Grove improvements; $5.8M for Camino de Manana/Dove Mountain
extension.
• Water -approximately $35.0 million is intended for the acquisition or construction of a
wastewater treatment system.
• AirpOYt - $10.9M for various projects intended to acquire land, improve runway capacity, sewer
improvements, air traffic control tower and construction of safety improvements, all of which are
expected to spur economic development at the airport.
• Parks & Recreation - $7.SM budgeted for the Cortaro Silverbell District Park and $2.3M for the
Heritage Park.
• Finance - $378K in carry over is budgeted for the acquisition of an integrated accounting and
information management system.
VEHICLE REPLACEMENT
Nearly $1.4M appropriated to replace aging and deteriorating vehicles & equipment. Despite budget
capacity, staff will closely monitor all request for new and replacement vehicles and equipment.
The tentative budget is presented on forms prescribed by the Auditor General. The official budget forms
will be published as required for two consecutive weeks in a newspaper of general circulation along with
notices of public hearing on the final budget and the property tax levy.
Upon adoption of the tentative budget, state statute requires that it be published for two consecutive
weeks. Council will then hold a public hearing on June 17, 2008 and consider final budget adoption,
thereafter.
The proposed tentative budget reflects the prudent allocation of financial resources required to meet the
policy direction and vision of Mayor and Council. Accordingly, staff recommends adoption of the
tentative budget for fiscal year 2008-2009 at $211,500,515.
ATTACHMENTS
FY 2009 Proposed Tentative Budget Summary (Exhibit A); FY 2009 Tentative Operating Budget Detail;
FY 2009 Position Reconciliation; FY 2009 Supplemental Request Summary by Department; FY 2009
Tentative Capital Improvement Plan; 2009 Carry Forward Requests by Fund; Tentative Auditor General
Forms.
RECOMMENDATION
Staff recommends adoption of the tentative budget for fiscal year 2008-2009 in the amount of
$211,500,515.
SUGGESTED MOTION
I move to approve Resolution No. 2008-68.
MARANA RESOLUTION N0.2008-68
RELATING TO BUDGET; ADOPTING THE FISCAL YEAR 2008-2009 TENTATIVE
BUDGET.
WHEREAS, in accordance with the provisions of Title 42, Chapter 17, Articles 1-
5, Arizona Revised Statutes (A.R.S.), the Town Council did, on May 20, 2008, make an
estimate of the different amounts required to meet the public expenditures/expenses for
the ensuing year, also an estimate of revenues from sources other than direct taxation, and
the amount to be raised by taxation upon real and personal property of the Town of
Marana, and
WHEREAS, in accordance with said chapter of said title, and following due
public notice, the Council will hold a public meeting on June 17, 2008, at which meeting
any taxpayer is privileged to appear and be heard in favor of or against any of the
proposed expenditures/expenses or tax levies, and
WHEREAS, the sums to be raised by taxation as specified in the budget attached
hereto as Exhibit A, may not exceed in the aggregate amount, the expenditure limitation
to be set by the Council on June 17, 2008.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town
of Marana, Arizona, that the budget setting forth the estimates of revenues and
expenditures/expenses, attached hereto as Exhibit A and incorporated herein by this
reference, as increased, decreased or changed by the Town Council, is hereby adopted as
the tentative budget for the Town of Marana for the fiscal year 2008-2009.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 20th day of May, 2008.
Mayor Ed Honea
ATTEST:
Jocelyn C. Bronson, Town Clerk
APPROVED AS TO FORM:
Frank Cassidy, Town Attorney
TOWN OF MARANA Exhibit A
PROPOSED TENTATIVE BUDGET
FISCAL 2008-09
101 103 105 106 107 204 205 215 242
General South Desert North Parks Tangerine Transport
Revenues Fund Benefit Education Benefit Impact Road ID HELP Capital PAG/RTA
Sales Tax Revenues 20,465,605 8,210,067
Property Taxes
Other Agency Revenues 7,683,905 24,570,736
licenses, Fees & Permits 3;.166,685 380,408 12,000 360,000 571,000
Fines, forteitures 8 penalties 695,145
Current Use Charges 513;728
Other Revenues 778,900
Lease Income. 493,300
Investment Income 443,000 238,000 2,850 28,742 107,325 172,240 15,478 342,780
System Development Fees 75,000
Total Revenues 34,315,268 618,408 14,850 388,742 678,325 172,240 15,478 8,552,847 24,570,736
Expenditures
General Government
Non-departmental
Mayor and Council
Town Clerk
Town Manager
Human Resources
Finance and Accounting
Legal Department
Public Information Qffice
Technology Services
Courts
Public Safety
Police
Building Safety Department
Highways and Streets
Operations ~ Maintenance
Economic and Community
Development
Development Services Admin
Planning Department
Public Works
Community Development
Economic Development Offrce
Culture and Recreation
Parks and Recreation
Health and Welfare
Ssnior and Therapy Programs
Enterprise Funds
Water
Airport
Capital Outlay
Debt Service
Community Facilities Districts
Total Expenditures
Excess (deficiency) of revenues
over expenditures
Other Financing Sources (Uses)
Transfers In
Transfers Out
Bonds
Total Other Financing
Sources/(Uses)
Changes in Fund Balances
Beginning Fund Balance"
Ending Fund Balance
3,165,504 136,685 1,794,695
217;306
366,668
1,586,553.:.
672,686
695;584
880,471
116>661
1,885,687
946,501
9;717;641
1,584,147
3,739,004 75,000
294;791
1,376,296
3,067,970
328,365
272,939
4,049,410
301;951.
2,302,000 8,500,000
37,568,137 8,500,000
290,000
0 580,650... 4,111,835 3,832,655
0 580,650 4,401,835 3,969,340
442,500
50 0 , 000 14,265,691 24;570, 736
500,000 16,577,886 24,570,736
(3,252,869) (7,881,592) 14,850 (191,908) (3,723,510) (3,797,100) (484,522) (8,025,039) 0
(3,130,357)
(2,881,699)
(3,130,357) 0 0 0 0 0 0 (2,881,699) 0
(6,383,226) (7,881,592) 14,850 (191,908) (3,723,510) (3,797,100) (484,522) (10,906,738) 0
22,212,636 8,744,781 215,662 958,712 3,727,977 4,479,793 484,522 16,896,938 0
15,829,410 863,189 230,512 766,804 4,467 682,693 0 5,990,200 0
5/13/2008 1 of 4 12:54 PM
TOWN OF MARANA
PROPOSED TENTATIVE BUDGET
FISCAL 2008-09
Exhibit A
Revenues 245
1/2 cent
Sales Tax 250
Pima County
Bonds 246
Other
Agency
CFD
Capital 241
HURF 240
LTAF 201 202
Affordable
CDBG Housing 206
Other
Grants
Sales Tax Revenues
Property taxes 83,709
Other Agency Revenues 3,470,000 10,784,400 2,311,533 188,460 300,000 500,000
Licenses, Fees 8 PermRs
Fines, forfekures & penalties
Current Use Charges
Other Revenues
Leaselncome
Investmentlncome 35,370 12,850 1,640 10,000
System Development Fees _ 3,750,000
Total Revenues 35,370 3,470,000 10,784,400 3,833,709 2,324,383 190,100 300,000 10,000 500,000
Expenditures
General Government
Non-departmental 550,000
Mayor and Council
Town Clerk
Town Manager
Human Resources
Finance and Accounting
Legal Department
Public Information Office
Technology Services
Courts
Public Safety
Police
Building Safety Department
Highways and Streets
Operations S Maintenance 2,835,575 134,750
Economic and Community
Development
Development Services Admin
Planning Department
PuWicWorks
Community Development 300,000 218,000
Economic Development Office
Culture and Recreation
Parks and Recreation
Health and Welfare
Senior and Therapy Programs
Enterprise Funds
Water
Airport
Capital Outlay 5,000,000 3,470,000 22,634,400
Debt Service
Community Facilities DistNcts 20,627,425
Total Expenditures 5,000,000 3,470,000 22,634,400 20,627,425 2,835,575 134,750 300,000 218,000 550,000
Excess (deficiency) of revenues
over expenditures (4,964,630)
Other Financing Sources (Uses)
Transfers In
Transfers Out
Bonds
0 (11,850,000) (16,793,716) (511,192) 55,350 0 (208,000) (50,000)
19,725 50,000
11,850,000 18,200,000
Total Other Financing
Sources/(Uses) 0 0 11,850,000 18,200,000 0 19,725 0 0 50,000
Changes in Fund Balances (4,964,630) 0 0 1,406,284 (511,192) 75,075 0 (208,000) 0
Beginning Fund Balance" 4,964,630 0 0 0 1,627,723 281,516 21,032 208,162 0
Ending Fund Balance 0 0 0 1,406,284 1,116,531 356,591 21,032 162 0
5/13/2008 2 of 4 12:54 PM
TOWN OF MARANA Exhibit A
PROPOSED TENTATIVE BUDGET
FISCAL 2008-09
222 224 225 226 227 228 230
Auto Local
Revenues Rico HIDTA MANTIS Theft JCEF Fill-the-Gap Tech 97 Debt 03 Debt
Sales Tax Revenues
Property Taxes
Other Agency Revenues 20,000 52,000 61,975 61,975
Licenses, Fees.&Permits 13,950 5,000 65,750
Fines, forfeftures & penalties
Current Use Charges
Other Revenues
Lease Income
Investment Income
System Development Fees
Total Revenues 20,000 52,000 61,975 61,975 13,950 5,000 65,750 0 0
Expenditures
General Government
Non-departmental
Mayor and Council
Town Clerk
Town Manager
Human Resources
Finance artd Accountirig
Legal Department
Public Information Office
Technology Services
Courts 13,950 5,000 65',750
Public Safety
Police 94,373 52,000 61,975 61,975
Building Safety Department
Highways and Streets
Operations 8 Maintenance
Economic and Community
Development
Development SeMces Admin.
Planning Department
Public Works
Community Development
Economic Development Office
Culture and Recreation
Parks and Recreation
Health and Welfare
Senior and Therapy Programs
Enterprise Funds
Wafer
Airport
Capital Outlay
Debt Service 399,010 1,378,830
Community Facilities Districts
Total Expenditures 94,373 52,000 61,975 61,975 13,950 5,000 65,750 399,010 1,378,830
Excess (deficiency) of revenues
over expenditures (74,373) 0 0 0 0 0 0 (399,010) (1,378,830)
Other Financing Sources (Uses)
Transfersln 399,008 1,378,829
Transfers Out
Bonds
Total Other Financing
Sources/(Uses)
Changes in Fund Balances
Beginning Fund Balance'
Ending Fund Balance
0 0 0 0 0 0 0 399,008 1,378,829
(74,373) 0 0 0 0 0 0 (2) (1)
74,373 83,559 0 16,455 38,884 21,752 113,101 1,985 1,508
0 83,559 0 16,455 38,884 21,752 113,101 1,983 1 507
5/13/2008 3 of 4 12:54 PM
TOWN OF MARANA
PROPOSED TENTATIVE BUDGET
FISCAL 2008-09
Other Debt CFD Water Airport
Revenues 04 Debt TFRID Service Debt Svc Fund Fund Total
Sales Tax Revenues 28,675,672
Property Taxes 614,407 698,116
Other Agency Revenues 900,000 9,128,010 60,032,994
Licenses, Fees & Permits 861,400 5,436,193`
Fines, forfeitures 8 penalties 695,145
Curent Use Charges 2,114,731 2,850,000 240,000 5,718,459
Other Revenues 778,900
Lease Income 493,300
Investment Income 67,740 1,478,015
System Devebpment Fees 3,825,000
Total Revenues 0 2,114,731 900,000 614,407 3,779,140 9,368,010 107,831,794
Expenditures
General Government
Non-departmental 5,646,884
Mayor and Counal 217,308
Town Clerk 366,668
Town Manager 1,586,553
Human Resources 672,686
Finance and Accounting 695,584
Legal Department 880,471
Public Information Office 116;661
Technology Services 1,885,687
Courts 1, 031, 201
Public Safety
Police 9;987,964
Building Safety Department 1,584,147
Highways and Streets
Operations & Maintenance 8,784,329
Economic and Community
Development
Development Services Admin 294,791
Planning Department 1,376,296
Public Works 3,510,470
Community Development 846,365
Economic Development Office 272,939
Culture and Recreation
Parks attd Recreation 4,33$410
Health and Welfare
Senior and Therapy Programs 301,951:°
Enterprise Funds
Water 2,969,641 2,969,641
Airport 336,030 336,030
Capital Outlag, 38,630,000 10,682,243 139,080,210
Debt Service 637,975 2,114,731 1,047,747 5,578,293
Community Facilities Qistricts 510.551 21,137,976
Total Expenditures 637,975 2,114,731 1,047,747 510,551 41,599,641 11,018,273 211,500,515
Excess (deficiency) of revenues
over expenditures
Other Financing Sources (Uses)
Transfers In
Transfers Out
Bonds
Total Other Financing
Sources/(Uses)
Changes in Fund Balances
Beginning Fund Balance'
Ending Fund Balance
(637,975) 0 (147,747) 103,856 (37,820,501) (1,650,263) (103,668,721)
637,975 0 2,881,699 880,235 6,247,471
(235,415) (6,247,471)
35,000,000 65,050,000
637,975 0 2,881,699 0 34,764,585 880,235 65,050,000
0 0 2,733,952 103,856 (3,055,916) (770,028) (38,618,721)
2,950 0 0 210,581 1,820,000 (490,000) 66,719,232
2,950 0 2,733,952 314,437 (1,235,916) (1 260 028) 28 100 511
Exhibit A
5/13/2008 4 of 4 12:54 PM
Town of Marana
Authorized Position Reconciliation
2007 2008
Adopted Adopted 2008
Amended 2009
Adopted
Town Clerk 3.00 3.00 3.00 3.00
Town Manager 16.50 11.00 12.00 12.00
Human Resources 6.00 7.00 7.00 7.00
Finance and Accounting
Legal Department 6.75
5.00 7.75
7.00 7.75
9.00 7.75
9.00
Community Development
Public Information Office 0.00
0.00 3.00
1.00 3.00
1.00 3.00
1.00
Economic Development Office 0.00 1.00 1.00 1.00
Development Services Admin 0.00 4.25 5.00 5.00
Operations & Maintenance
Building Safety Department
Planning Department 35.00
22.50
14.00 35.00
19.00
15.00 35.33
19.00
15.00 36.33
19.00
15.00
Public Works
Geographical Info Systems 31.50
5.00 40.75
6.00 37.00
0.00 37.00
0.00
Information Technology 4.50 6.00 0.00 0.00
Technology Services 0.00 0.00 11.00 12.00
Police 109.00 113.00 113.33 113.33
Courts
--
Parks-Administration 12.00
4.00 13.00
4.00 13.00
4.00 13.00
4.00
Parks-Recreation 18.50 25.25 25.25 25.25
Parks-Maintenance 17.75 17.00 17.00 18.00
Parks-Senior Programs 1.00 2.50 2.50 2.50
Recreation -Therapeutic Prog 1.50 1.00 1.00 1.00
Marana Water Department 18.50 17.50 17.84 18.84
Airport Operations
Grand Total 2.00
334.00 2.00
362.00 3.00
363.00 3.00
367.00
Monday, May 12, 2008 Page 1 of 1
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~~=` 2009 Tentative Operating Budget Report
.~.:,a
~~"""`~ Budget Year 2008 - 2009
I01 General Fund
000 Non-Departmental
Other Financing Uses
890000 Transfers Out
Total Other Financing Uses
Total Non-Departmental
IOO General Government
Contracted Services
601018 Outside Agencies
610000 Leases
612000 Repair/Maintenance-Equipment
720000 Facilities Maintenance
720001 Refuse
720004 Janitorial Services
720008 Pest Control
730000 Insurance
3,130,357
Base
139,009
487,400
6,405
201,174
10,080
65,650
7,075
695,417
Total Contracted Services
Operating Supplies & Equipment
732000 Fuel and Oil
754000 Contingent Expenditures
Total Operating Supplies & Equipment
Other Services
720003 Electricity
1,612,210
0 0 0 3,130,357
Ongoing Onetime Carry Over Total
0 0 0 139,009
0 0 0 487,400
0 0 0 6,405
0 0 0 201,174
0 0 0 10,080
0 0 0 65,650
0 0 0 7,075
15,924 0 0 711,341
15,924 0 0 1,628,134
Base Ongoing Onetime Carry Over Total
8,845 -5,000 0 0 3,845
0 0 1,000,000 0 1,000,000
8,845 -5,000 1,000,000 0 1,003,845
Base Ongoing Onetime Carry Over Total
481,975 0 0 0 481,975
Printed on 5/13/2008
Base Ongoing Onetime Carry Over Total
3,130,357
3,130,357 0
0 0 0
0 0 3,130,357
3,130,357
Page 1 of 65
'~'~--`` 2009 Tentative Operating Budget Report
~~.;~~~
~"°"'"" Budget Year 2008 - 2009
720005 Utilities -Electricity
Total Other Services
Capital Expenditures
901000 Furniture/Fixtures/Equipment
Total Capital Expenditures
Total General Government
101 Mayor and Council
Personnel & Benefits Costs
501000 Salary Expense
501001 Mileage
520000 FICA
521000 SUTA
522000 Worker's Compensation
523000 Health Insurance
524000 Dental Insurance
525000 Life Insurance
526000 Disability Insurance
527000 Retirement Contributions
528000 Dependent Care Benefits
724000 Cell Phone Allowance
Total Personnel & Benefits Costs
Contracted Services
612007 Copier Maintenance
723000 Internet Service Fees
51,550 0 0 0 51,550
533,525 0 0 0 533,525
Base Ongoing Onetime Carry Over Total
0 0 0 0 0
0 0 0 0 0
2,154,580 10,924 1,000,000 0 3,165,504
Base Ongoing Onetime Carry Over Total
65,400 0 0 0 65,400
9,300 27,600 0 0 36,900
5,003 0 0 0 5,003
750 0 0 0 750
196 0 0 0 196
25,144 0 0 0 25,144
2,596 0 0 0 2,596
145 0 0 0 145
188 0 0 0 188
13,217 0 0 0 13,217
15,071 0 0 0 15,071
6,720 0 0 0 6,720
143,730 27,600 0 0 171,330
Base Ongoing Onetime Carry Over Total
100 0 0 0 100
1,955 0 0 0 1,955
Printed on 5/13/2008
Page 2 of 65
~=~~` 2009 Tentative Operating Budget Report
:; ~~.
""~~'"` Budget Year 2008 - 2009
734001 Community/Public Relations
Total Contracted Services
Operating Supplies & Equipment
20,000 0 0 0 20,000
22,055 0 0 0 22,055
693000 Office supplies
Total Operating Supplies & Equipment
Other Services
702000 Membership/Dues
703000 Subscription/Publications
721000 Telephone
722000 Postage
733000 Travel and Training
738000 Youth Programs
Base Ongoing Onetime Carry Over Total
1,000
1,000 0
0 0 0
0 0 1,000
1,000
Base
2,900
1,000
0
2,923
11,100
5,000
Total Other Services
Total Mayor and Council
102 Town Clerk
Personnel & Benefits Costs
501000 Salary Expense
501001 Mileage
502000 Hourly Wage Expense
503000 Overtime
520000 FICA
521000 SUTA
522000 Worker's Compensation
523000 Health Insurance
22,923
189,708
Base
120, 800
3,000
36,272
1,000
12,016
321
471
19,626
Ongoing Onetime Carry Over Total
0 0 0 2,900
0 0 0 1,000
0 0 0 0
0 0 0 2,923
0 0 0 11,100
0 0 0 5,000
0 0 0 22,923
27,600 0 0 217,308
Ongoing Onetime Carry Over Total
0 0 0 120,800
0 0 0 3,000
0 0 0 36,272
0 0 0 1,000
0 0 0 12,016
0 0 0 321
0 0 0 471
0 0 0 19,626
Printed on 5/13/2008
Page 3 of 65
~~~'` 2009 Tentative Operating Budget Report
`~ ~°"" Budget Year 2008 - 2009
524000 Dental Insurance 897 0 0 0 897
525000 Life Insurance 83 0 0 0 83
526000 Disability Insurance 408 0 0 0 408
527000 Retirement Contributions 14,843 0 0 0 14,843
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 209,737 0 0 0 209,737
Contracted Services Base Ongoing Onetime Carry Over Total
602001 Software /Licenses 12,000 0 0 0 12,000
602009 Records Retention and Destruct 500 0 0 0 500
607000 Elections 35,000 0 65,000 0 100,000
612000 Repair/Maintenance-Equipment 500 0 0 0 500
612007 Copier Maintenance 2,500 0 0 0 2,500
723000 Internet Service Fees 2,100 0 0 0 2,100
734001 Community/Public Relations 1,500 0 0 0 1,500
Total Contracted Services 54,100 0 65,000 0 119,100
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
693000 Office supplies 2,900 0 0 0 2,900
Total Operating Supplies & Equipment 2,900 0 0 0 2,900
Other Services Base Ongoing Onetime Carry Over Total
702000 Membership/Dues 915 0 0 0 915
703000 Subscription/Publications 215 0 0 0 215
721000 Telephone 250 0 0 0 250
722000 Postage 1,051 0 0 0 1,051
731000 Public Notification/Advertisin 16,000 10,000 0 0 26,000
733000 Travel and Training 6,500 0 0 0 6,500
Printed on 5/13/2008
Page 4 of 65
~"`~`~ 2009 Tentative Operating Budget Report
.., E~
~~~~~ Budget Year 2008 - 2009
Total Other Services 24,931 10,000 0 0 34,931
Total Town Clerk 291,668 10,000 65,000 0 366,668
103 Town Manager
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
501000 Salary Expense 675,168 0 0 0 675,168
501001 Mileage 15,600 0 0 0 15,600
502000 Hourly Wage Expense 149,133 0 0 0 149,133
502002 Seasonal Temporary Wage 44,960 0 0 0 44,960
520000 FICA 56,437 0 0 0 56,437
521000 SUTA 1,606 0 0 0 1,606
522000 Worker's Compensation 2,473 0 0 0 2,473
523000 Health Insurance 109,801 0 0 0 109,801
524000 Dental Insurance 5,378 0 0 0 5,378
525000 Life Insurance 433 0 0 0 433
526000 Disability Insurance 2,143 0 0 0 2,143
527000 Retirement Contributions 77,897 0 0 0 77,897
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 1,141,029 0 0 0 1,141,029
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 100,000 0 100,000 0 200,000
602007 Contract Labor 13,500 0 0 0 13,500
602011 Do Not Use! 0 0 0 0 0
605000 Economic Development/Annexatio 3,000 0 0 0 3,000
611000 Rental-Equipment 0 0 0 0 0
612007 Copier Maintenance 6,500 0 0 0 6,500
Printed on 5/13/2008
Page 5 of 65
~`~'` 2009 Tentative Operating Budget Report
:.,~~.
~" ~""" Budget Year 2008 - 2009
723000 Internet Service Fees 1,955
734002 Community/Special Events 33,000
734003 July 4th. Activities 50,000
734004 Founder's Day 40,000
734005 Tree Lighting Ceremony 14,000
734006 Dedications/Groundbreaking 12,000
734008 Volunteer Coordination 5,000
Total Contracted Services 278,955
Operating Supplies & Equipment Base
693000 Office supplies 12,945
695000 Wellness Committee Expenditure 0
754000 Contingent Expenditures 0
Total Operating Supplies & Equipment 12,945
Other Services
700000 Printing/Reproduction
702000 Membership/Dues
703000 Subscription/Publications
721000 Telephone
722000 Postage
733000 Travel and Training
740000 Staff Retreat
To tal Other Services
Total Town Manager
104 Human Resources
Printed on 5/13/2008
J,VVV
4,490
600
6,580
3,154
21,800
i ~ nnn
53,624
1,486,553
Page 6 of 65
0 0 0 1,955
0 0 0 33,000
0 0 0 50,000
0 0 0 40,000
0 0 0 14,000
0 0 0 12,000
0 0 0 5,000
0 100,000 0 378,955
Ongoing Onetime Carry Over Total
0 0 0 12,945
0 0 0 0
0 0 0 0
0 0 0 12,945
Ongoing Onetime Carry Over Total
0 0 0 5,000
0 0 0 4,490
0 0 0 600
0 0 0 6,580
0 0 0 3,154
0 0 0 21,800
0 0 0 12,000
0 0 0 53,624
0 100,000 0 1,586,553
~`~` 2009 Tentative Operating Budget Report
.:..r~-~
"~~~"`~ Budget Year 2008 - 2009
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
501000 Salary Expense 234,577 0 0 0 234,577
501001 Mileage 3,000 0 0 0 3,000
502000 Hourly Wage Expense 113,397 0 0 0 113,397
502002 Seasonal Temporary Wage 16,900 0 0 0 16,900
520000 FICA 26,620 0 0 0 26,620
521000 SUTA 750 0 0 0 750
522000 Worker's Compensation 1,044 0 0 0 1,044
523000 Health Insurance 40,851 0 0 0 40,851
524000 Dental Insurance 2,197 0 0 0 2,197
525000 Life Insurance 183 0 0 0 183
526000 Disability Insurance 905 0 0 0 905
527000 Retirement Contributions 32,884 0 0 0 32,884
528000 .Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 473,308 0 0 0 473,308
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 3,500 5,000 0 0 8,500
602000 Contract Labor/Intern Costs 0 0 0 0 0
602001 Software/Licenses 0 0 30,000 0 30,000
602002 Computer Support 9,500 0 0 0 9,500
612007 Copier Maintenance 2,750 0 0 0 2,750
723000 Internet Service Fees 1,955 0 0 0 1,955
Total Contracted Services 17,705 5,000 30,000 0 52,705
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
691001 Uniform Purchases 0 0 0 0 0
692003 First Aid Supplies 800 0 0 0 800
Printed on 5/13/2008
Page 7 of 65
~`~=~ 2009 Tentative Operating Budget Report
.Jf\
~`~~~~ Budget Year 2008 - 2009
693000 Office supplies 4,250
695000 Wellness Committee Expenditure 2,000
725002 Health and Safety 6,000
732000 Fuel and Oil 0
Total Operating Supplies & Equipment 13,050
Other Services Base
700000 Printing/Reproduction 0
702000 Membership/Dues 1,685
703000 Subscription/Publications 4,220
721000 Telephone 970
722000 Postage 2,628
725004 Recruitment/Orientation 35,000
733000 Travel and Training 16,650
Total Other Services 61,153
Special Programs Base
725000 Employee Benefits 24,470
725001 Employee Relations 25,000
725005 Tuition Reimbursement 20,000
725007 P.A.G.-TRP 3,000
Total Special Programs 72,470
Total Human Resources 637,686
105 Finance and Accounting
Personnel & Benefits Costs Base
501000 Salary Expense 383,914
Printed on 5/13/2008
0 0 0 4,250
0 0 0 2,000
0 0 0 6,000
0 0 0 0
0 0 0 13,050
Ongoing Onetime Carry Over Total
0 0 0 0
0 0 0 1,685
0 0 0 4,220
0 0 0 970
0 0 0 2,628
0 0 0 35,000
0 0 0 16,650
0 0 0 61,153
Ongoing Onetime Carry Over Total
0 0 0 24,470
0 0 0 25,000
0 0 0 20,000
0 0 0 3,000
0 0 0 72,470
5,000 30,000 0 672,686
Ongoing Onetime Carry Over Total
0 0 0 383,914
Page 8 of 65
~~-~` 2009 Tentative O eratin Bud et Re ort
A p g g p
"~' ~~'" Budget Year 2008 - 2009
502000 Hourly Wage Expense 55,246 0 0 0 55,246
502002 Seasonal Temporary Wage 5,300 0 0 0 5,300
503000 Overtime 1,000 0 0 0 1,000
520000 FICA 32,678 0 0 0 32,678
521000 SUTA 857 0 0 0 857
522000 Worker's Compensation 1,317 0 0 0 1,317
523000 Health Insurance 54,438 0 0 0 54,438
524000 Dental Insurance 3,507 0 0 0 3,507
525000 Life Insurance 231 0 0 0 231
526000 Disability Insurance 1,142 0 0 0 1,142
527000 Retirement Contributions 41,501 0 0 0 41,501
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 581,131 0 0 0 581,131
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 4,000 0 0 0 4,000
601009 Audit Fees 80,000 0 0 0 80,000
602001 Software /Licenses 0 0 0 0 0
612007 Copier Maintenance 1,500 0 0 0 1,500
723000 Internet Service Fees 1,955 0 0 0 1,955
Total Contracted Services 87,455 0 0 0 87,455
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
693000 Office supplies 7,175 0 0 0 7,175
Total Operating Supplies & Equipment 7,175 0 0 0 7,175
Other Services Base Ongoing Onetime Carry Over Total
702000 Membership/Dues 700 1,145 0 0 1,845
703000 Subscription/Publications 50 0 0 0 50
Printed on 5/13/2008
Page 9 of 65
~~'-'` 2009 Tentative Operating Budget Report
:~ :; ~~
'~ ~""" Budget Year 2008 - 2009
704000 Fiscal Charges 7,000
721000 Telephone 300
722000 Postage 2,628
733000 Travel and Training 8,000
To tal Other Services 18,678
Capital Expenditures Base
901000 Furniture/Fixtures/Equipment 0
Total Capital Expenditures 0
Total Finance and Accounting 694,439
0 0 0 7,000
0 0 0 300
0 0 0 2,628
0 0 0 8,000
1,145 0 0 19,823
Ongoing Onetime Carry Over Total
0 0 0 0
0 0 0 0
1,145 0 0 695,584
106 Legal Department
Personnel & Benefits Costs Base
501000 Salary Expense 533,183
502000 Hourly Wage Expense 59,281
502002 Seasonal Temporary Wage 5,700
520000 FICA 42,251
521000 SUTA 964
522000 Worker's Compensation 1,777
523000 Health Insurance 57,908
524000 Dental Insurance 3,448
525000 Life Insurance 311
526000 Disability Insurance 1,540
527000 Retirement Contributions 55,988
528000 Dependent Care Benefits 0
Total Personnel & Benefits Costs 762,351
Ongoing Onetime Carry Over Total
0 0 0 533,183
0 0 0 59,281
0 0 0 5,700
0 0 0 42,251
0 0 0 964
0 0 0 1,777
0 0 0 57,908
0 0 0 3,448
0 0 0 311
0 0 0 1,540
0 0 0 55,988
0 0 0 0
0 0 0 762,351
Printed on 5/13/2008
Page 10 of 65
~~``'`` 2009 Tentative Operating Budget Report
~;~~
°'°'"~"4 Budget Year 2008 - 2009
Contracted Services Base Ongoing Onetime Carry Over Total
601010 Other Consultant Services 35,000 0 0 0 35,000
601024 Real Property Services 25,000 0 0 0 25,000
602001 Software /Licenses 5,340 0 0 0 5,340
602011 Do Not Use! 0 0 0
602012 Litigation Expenses 2,500 0 0 0 2,500
612007 Copier Maintenance 1,000 0 0 0 1,000
723000 Internet Service Fees 3,455 0 0 0 3,455
Total Contracted Services 72,295 0 0 0 72,295
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
693000 Office supplies 6,660 0 0 0 6,660
Total Operating Supplies & Equipment 6,660 0 0 0 6,660
Other Services Base Ongoing Onetime Carry Over Total
702000 Membership/Dues 3,360 0 0 0 3,360
703000 Subscription/Publications 16,500 0 0 0 16,500
721000 Telephone 1,100 0 0 0 1,100
722000 Postage 4,205 0 0 0 4,205
733000 Travel and Training 13,000 0 0 0 13,000
Total Other Services 38,165 0 0 0 38,165
Capital Expenditures Base Ongoing Onetime Carry Over Total
901000 Furniture/Fixtures/Equipment 1,000 0 0 0 1,000
Total Capital Expenditures 1,000 0 0 0 1,000
Total Legal Department 880,471 0 0 0 880,471
Printed on 5/13/2008
Page I 1 of 65
~~- ~` 2009 Tentative Operating Budget Report
~~:.,r~~
~" ``~ Budget Year 2008 - 2009
107 Community Development
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
501000 Salary Expense 171,779 0 0 0 171,779
501001 Mileage 3,000 0 0 0 3,000
501002 Uniform Allowance 0 0 0 0 0
502000 Hourly Wage Expense 0 0 0 0 0
520000 FICA 13,141 0 0 0 13,141
521000 SUTA 321 0 0 0 321
522000 Worker's Compensation 515 0 0 0 515
523000 Health Insurance 23,096 0 0 0 23,096
524000 Dental Insurance 1,169 0 0 0 1,169
525000 Life Insurance 90 0 0 0 90
526000 Disability Insurance 446 0 0 0 446
527000 Retirement Contributions 16,233 0 0 0 16,233
528000 Dependent Care Benefits 0 0 0 0 0
599000 Salary Savings -25,415 0 0 0 -25,415
Total Personnel & Benefits Costs 204,375 0 0 0 204,375
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 100,000 0 0 0 100,000
602007 Contract Labor 0 0 0 0 0
602011 Do Not Use! 0 0 0 0 0
605000 Economic Development/Annexatio 0 0 0 0 0
611000 Rental-Equipment 0 0 0 0 0
611004 Uniform Rentals 0 0 0 0 0
612004 Repair And Maint-Vehicles 750 0 0 0 750
612007 Copier Maintenance 500 0 0 0 500
723000 Internet Service Fees 0 0 0 0 0
Printed on 5/13/2008
Page 12 of 65
~~`°~` 2009 Tentative Operating Budget Report
~.~
`~~°~"° Budget Year 2008 - 2009
Total Contracted Services 101,250 0 0 0 101,250
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
691001 Uniform Purchases 550 0 0 0 550
693000 Office supplies 2,000 0 0 0 2,000
732000 Fuel and Oil 2,200 0 0 0 2,200
Total Operating Supplies & Equipment 4,750 0 0 0 4,750
Other Services Base Ongoing Onetime Carry Over Total
700000 Printing/Reproduction 1,000 0 0 0 1,000
702000 Membership/Dues 1,580 0 0 0 1,580
703000 Subscription/Publications 850 0 0 0 850
721000 Telephone 2,160 0 0 0 2,160
722000 Postage 1,200 0 0 0 1,200
733000 Travel and Training 11,200 0 0 0 11,200
Total Other Services 17,990 0 0 0 17,990
Total Community Development 328,365 0 0 0 328,365
108 Public Information Office
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
501000 Salary Expense 63,179 0 0 0 63,179
520000 FICA 4,833 0 0 0 4,833
521000 SUTA 107 0 0 0 107
522000 Worker's Compensation 190 0 0 0 190
523000 Health Insurance 4,439 0 0 0 4,439
524000 Dental Insurance 145 0 0 0 145
525000 Life Insurance 33 0 0 0 33
Printed on 5/13/2008
Page 13 of 65
~` 2009 Tentative Operating Budget Report
.,~~
'~'°"~'" Budget Year 2008 - 2009
526000 Disability Insurance 164 0 0 0 164
527000 Retirement Contributions 5,971 0 0 0 5,971
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 79,061 0 0 0 79,061
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 4,000 0 0 0 4,000
734001 Community/Public Relations 5,000 0 0 0 5,000
Total Contracted Services 9,000 0 0 0 9,000
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
693000 Office supplies 200 0 0 0 200
Total Operating Supplies & Equipment 200 0 0 0 200
Other Services
700000 Printing/Reproduction
702000 Membership/Dues
703000 Subscription/Publications
721000 Telephone
722000 Postage
733000 Travel and Training
Total Other Services
Total Public Information Office
109 Economic Development Office
Personnel & Benefits Costs
501000 Salary Expense
Base
20,000
0
0
400
7,000
1,000
28,400
116,661
Base
78,173
Ongoing Onetime Carry Over Total
0 0 0 20,000
0 0 0 0
0 0 0 0
0 0 0 400
0 0 0 7,000
0 0 0 1,000
0 0 0 28,400
0 0 0 116,661
Ongoing Onetime Carry Over Total
0 0 0 78,173
Printed on 5/13/2008
Page 14 of 65
~~~'~ 2009 Tentative Operating Budget Report
.:.~.
`~"°"'"" Budget Year 2008 - 2009
520000 FICA
521000 SUTA
522000 Worker's Compensation
523000 Health Insurance
524000 Dental Insurance
525000 Life Insurance
526000 Disability Insurance
527000 Retirement Contributions
Total Personnel & Benefits Costs
Contracted Services
601000 Professional/Consultant Svcs
601018 Outside Agencies
734001 Community/Public Relations
Total Contracted Services
Other Services
700000 Printing/Reproduction
702000 Membership/Dues
Total Other Services
Total Economic Development Office
140 Development Services Admin
Personnel & Benefits Costs
501000 Salary Expense
502000 Hourly Wage Expense
502002 Seasonal Temporary Wage
Printed on 5/13/2008
5,980 0 0 0 5,980
107 0 0 0 107
234 0 0 0 234
4,439 0 0 0 4,439
145 0 0 0 145
41 0 0 0 41
203 0 0 0 203
7,387 0 0 0 7,387
96,709 0 0 0 96,709
Base Ongoing Onetime Carry Over Total
0 0 75,000 0 75,000
18,230 0 0 0 18,230
0 0 10,000 0 10,000
18,230 0 85,000 0 103,230
Base Ongoing Onetime Carry Over Total
8,000 0 0 0 8,000
65,000 0 0 0 65,000
73,000 0 0 0 73,000
187,939 0 85,000 0 272,939
Base Ongoing Onetime Carry Over Total
43,693 0 0 0 43,693
118,106 0 0 0 118,106
5,000 0 0 0 5,000
Page 15 of 65
~~`''` 2009 Tentative Operating Budget Report
`.
"`°~ Budget Year 2008 - 2009
520000 FICA 12,378 0 0 0 12,378
521000 SUTA 643 0 0 0 643
522000 Worker's Compensation 485 0 0 0 485
523000 Health Insurance 36,413 0 0 0 36,413
524000 Dental Insurance 2,526 0 0 0 2,526
525000 Life Insurance 85 0 0 0 85
526000 Disability Insurance 421 0 0 0 421
527000 Retirement Contributions 15,290 0 0 0 15,290
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benetts Costs 235,040 0 0 0 235,040
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 0 0 0
602000 Contract Labor/Intern Costs 0 0 5,500 0 5,500
602003 Software Maintenance 0 1,590 4,210 0 5,800
602007 Contract Labor 0 0 2,000 0 2,000
611000 Rental-Equipment 0 0 0
723000 Internet Service Fees 0 1,955 0 0 1,955
Total Contracted Services 0 3,545 11,710 0 15,255
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
691000 Operating Supplies 3,500 0 12,000 0 15,500
693000 Office supplies 1,000 2,500 0 0 3,500
Total Operating Supplies & Equipment 4,500 2,500 12,000 0 19,000
Other Services Base Ongoing Onetime Carry Over Total
700000 Printing/Reproduction 800 14,500 0 0 15,300
702000 Membership/Dues 300 0 0 0 300
703000 Subscription/Publications 0 0 0
Printed on 5/13/2008
Page 16 of 65
'` 2009 Tentative Operating Budget Report
n~~r~
~"~`"'~" Budget Year 2008 - 2009
721000 Telephone
722000 Postage
733000 Travel and Training
Total Other Services
Capital Expenditures
901000 Furniture/Fixtures/Equipment
Total Capital Expenditures
Total Development Services Admin
150 Operations & Maintenance
Personnel & Benefits Costs
501000 Salary Expense
502000 Hourly Wage Expense
502000 Hourly Wage Expense
503000 Overtime
520000 FICA
520000 FICA
521000 SUTA
521000 SUTA
522000 Worker's Compensation
522000 Worker's Compensation
523000 Health Insurance
523000 Health Insurance
524000 Dental Insurance
524000 Dental Insurance
525000 Life Insurance
0 0 0
421 300 0 0 721
600 1,400 0 0 2,000
2,121 16,200 0 0 18,321
Base Ongoing Onetime Carry Over Total
0 0 7,175 0 7,175
0 0 7,175 0 7,175
241,661 22,245 30,885 0 294,791
Base Ongoing Onetime Carry Over Total
201,285 0 0 0 201,285
0 0 0 0 0
1,222,216 27,866 0 0 1,250,082
20,727 0 0 0 20,727
0 0 0 0 0
108,8)8 2,132 0 0 111,030
0 0 0 0 0
3,892 107 0 0 3,999
0 0 0 0 0
103,513 84 0 0 103,597
233,324 3,247 0 0 236,571
0 0 0 0 0
11,199 300 0 0 11,499
0 0 0 0 0
747 105 0 0 852
Printed on 5/13/2008
Page 17 of 65
_'-~'` 2009 Tentative Operating Budget Report
~~.,~~
»~ Budget Year 2007 - 2008
525000 Life Insurance 0 0 0 0 0
526000 Disability Insurance 0 0 0 0 0
526000 Disability Insurance 3,701 139 0 0 3,840
527000 Retirement Contributions 134,521 2,536 0 0 137,057
527000 Retirement Contributions 0 0 0 0 0
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 2,044,023 36,516 0 0 2,080,539
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 0 0 0 0 0
602001 Software /Licenses 0 0 0 0 0
602007 Contract Labor 33,000 0 50,000 0 83,000
611000 Rental-Equipment 9,500 0 0 0 9,500
611004 Uniform Rentals 0 350 0 0 350
612000 Repair/Maintenance-Equipment 0 0 0 0 0
612004 Repair And Maint-Vehicles 70,000 0 0 0 70,000
612007 Copier Maintenance 3,000 0 0 0 3,000
720004 Janitorial Services 12,000 0 0 0 12,000
723000 Internet Service Fees 1,955 0 0 0 1,955
Total Contracted Services 129,455 350 50,000 0 179,805
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
613000 Street Mainenance 0 20,000 0 0 20,000
613004 Traffic Light Maintenance 0 0 17,000 0 17,000
690000 Landscape Maintenance 13,425 0 0 0 13,425
691000 Operating Supplies 55,250 0 0 0 55,250
691001 Uniform Purchases 16,000 0 0 0 16,000
691004 Small Tools and Equipment 0 0 0 0 0
Printed on 5/13/2008
Page 18 of 65
2009 Tentative Operating Budget Report
.,:~ i .
"""`~"`~" Budget Year 2008 - 2009
693000 Office supplies 7,000
732000 Fuel and Oil 65,000
Total Operating Supplies & Equipment 156,675
Other Services Base
700000 Printing/Reproduction 250
702000 Membership/Dues 1,650
703000 Subscription/Publications 400
720006 Utilities-Street Lights 10,000
721000 Telephone 14,500
722000 Postage 250
733000 Travel and Training 12,625
Total Other Services 39,675
Capital Expenditures Base
901000 Furniture/Fixtures/Equipment 0
902000 Vehicles 0
Total Capital Expenditures 0
Total Operations & Maintenance 2,369,828
1 SI Building Safety Department
Personnel & Benefits Costs Base
501000 Salary Expense 271,325
501001 Mileage 3,000
502000 Hourly Wage Expense 661,577
503000 Overtime 5,000
520000 FICA 71,367
0 0 0 7,000
10,000 0 0 75,000
30,000 17,000 0 203,675
Ongoing Onetime Carry Over Total
0 0 0 250
50 0 0 1,700
0 0 0 400
0 0 0 10,000
360 0 0 14,860
0 0 0 250
400 0 0 13,025
810 0 0 40,485
Ongoing Onetime Carry Over Total
0 12,500 0 12,500
0 1,222,000 0 1,222,000
0 1,234,500 0 1,234,500
67,676 1,301,500 0 3,739,004
Ongoing Onetime Carry Over Total
0 0 0 271,325
0 0 0 3,000
0 0 0 661,577
0 0 0 5,000
0 0 0 71,367
Printed on 5/13/2008
Page 19 of 65
2009 Tentative Operating Budget Report
~~-~~ Budget Year 2008 - 2009
521000 SUTA 2,034 0 0 0 2,034
522000 Worker's Compensation 10,972 0 0 0 10,972
523000 Health Insurance 119,985 0 0 0 119,985
524000 Dental Insurance 5,942 0 0 0 5,942
525000 Life Insurance 490 0 0 0 490
526000 Disability Insurance 2,426 0 0 0 2,426
527000 Retirement Contributions 88,159 0 0 0 88,159
528000 Dependent Care Benefits 0 0 0 0 0
599000 Salary Savings 0 0 0 0 0
Total Personnel & Benefits Costs 1,242,277 0 0 0 1,242,277
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 200,000 0 0 0 200,000
602001 Software /Licenses 4,000 0 5,000 0 9,000
602002 Computer Support 0 0 5,000 0 5,000
602007 Contract Labor 15,000 0 20,000 0 35,000
602009 Records Retention and Destruct 5,000 0 0 0 5,000
612001 Repair & Demolition Fund 2,000 0 0 0 2,000
612004 Repair And Maint-Vehicles 4,000 0 0 0 4,000
612007 Copier Maintenance 100 0 0 0 100
723000 Internet Service Fees 2,500 0 0 0 2,500
Total Contracted Services 232,600 0 30,000 0 262,600
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
691000 Operating Supplies 5,000 0 0 0 5,000
691001 Uniform Purchases 3,800 0 0 0 3,800
693000 Office supplies 11,000 0 0 0 11,000
732000 Fuel and Oil 14,000 0 0 0 14,000
Printed on 5/13/2008
Page 20 of 65
~~'`` 2009 Tentative Operating Budget Report
~~
~.....~.,e Budget Year 2008 - 2009
Total Operating Supplies & Equipment 33,800 0 0 0 33,800
Other Services Base Ongoing Onetime Carry Over Total
700000 Printing/Reproduction 1,500 0 0 0 1,500
702000 Membership/Dues 1,650 0 0 0 1,650
703000 Subscription/Publications 3,500 0 0 0 3,500
721000 Telephone 6,000 0 0 0 6,000
722000 Postage 400 0 0 0 400
725008 Certifications 4,000 0 0 0 4,000
733000 Travel and Training 23,420 0 5,000 0 28,420
Total Other Services 40,470 0 5,000 0 45,470
Capital Expenditures Base Ongoing Onetime Carry Over Total
901000 Furniture/Fixtures/Equipment 0 0 0 0 0
Total Capital Expenditures 0 0 0 0 0
Total Building Safety Department 1,549,147 0 35,000 0 1,584,147
152 Planning Department
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
501000 Salary Expense 237,800 0 0 0 237,800
501001 Mileage 3,000 0 0 0 3,000
502000 Hourly Wage Expense 537,816 0 0 0 537,816
503000 Overtime 1,000 0 0 0 1,000
520000 FICA 59,335 0 0 0 59,335
521000 SUTA 1,607 0 0 0 1,607
522000 Worker's Compensation 2,327 0 0 0 2,327
523000 Health Insurance 95,289 0 0 0 95,289
Printed on 5/13/2008
Page 21 of 65
~~'` 2009 Tentative Operating Budget Report
..~~
~~ "~' Budget Year 2008 - 2009
524000 Dentallnsurance 6,572
525000 Life Insurance 407
526000 Disability Insurance 2,017
527000 Retirement Contributions 73,296
528000 Dependent Care Benefits 0
Total Personnel & Benefits Costs 1,020,466
Contracted Services Base
601000 Professional/Consultant Svcs 242,000
601019 Construction Mgmt/Support 700
602001 Software /Licenses 5,000
602002 Computer Support 2,500
602007 Contract Labor 3,500
602011 Do Not Use! 12,000
611000 Rental-Equipment 0
612000 Repair/Maintenance-Equipment 1,680
612004 Repair And Maint-Vehicles 2,000
612007 Copier Maintenance 2,000
723000 Internet Service Fees 2,500
Total Contracted Services 273,880
Operating Supplies & Equipment Base
691004 Small Tools and Equipment 1,250
693000 Office supplies 10,000
732000 Fuel and Oil 2,000
Total Operating Supplies & Equipment 13,250
Other Services Base
700000 Printing/Reproduction 20,000
Printed on 5/13/2008
0 0 0 6,572
0 0 0 407
0 0 0 2,017
0 0 0 73,296
0 0 0 0
0 0 0 1,020,466
Ongoing Onetime Carry Over Total
0 0 0 242,000
0 0 0 700
0 0 0 5,000
0 0 0 2,500
0 0 0 3,500
0 0 0 12,000
0 0 0 0
0 0 0 1,680
0 0 0 2,000
0 0 0 2,000
0 0 0 2,500
0 0 0 273,880
Ongoing Onetime Carry Over Total
0 0 0 1,250
0 0 0 10,000
0 0 0 2,000
0 0 0 13,250
Ongoing Onetime Carry Over Total
0 0 0 20,000
Page 22 of 65
~~~~'` 2009 Tentative Operating Budget Report
.:.r~,
"" `~`~"` Budget Year 2008 - 2009
702000 Membership/Dues 5,650 0 0 0 5,650
703000 Subscription/Publications 1,850 0 0 0 1,850
721000 Telephone 3,000 0 0 0 3,000
722000 Postage 4,200 0 0 0 4,200
731000 Public Notification/Advertisin 9,000 0 0 0 9,000
733000 Travel and Training 25,000 0 0 0 25,000
Total Other Services 68,700 0 0 0 68,700
Total Planning Department 1,376,296 0 0 0 1,376,296
153 Public Works
Personnel & Bene£ts Costs Base Ongoing Onetime Carry Over Total
501000 Salary Expense 1,403,687 0 0 0 1,403,687
501001 Mileage 3,000 0 0 0 3,000
502000 Hourly Wage Expense 762,605 0 0 0 762,605
502002 Seasonal Temporary Wage 15,600 0 0 0 15,600
503000 Overtime 10,000 0 0 0 10,000
520000 FICA 164,639 0 0 0 164,639
521000 SUTA 3,856 0 0 0 3,856
522000 Worker's Compensation 13,267 0 0 0 13,267
523000 Health Insurance 254,390 0 0 0 254,390
524000 Dental Insurance 14,663 0 0 0 14,663
525000 Life Insurance 1,137 0 0 0 1,137
526000 Disability Insurance 5,632 0 0 0 5,632
527000 Retirement Contributions 204,715 0 0 0 204,715
528000 Dependent Care Benefits 0 0 0 0 0
550000 Reimburseable Labor -1,088,630 0 0 0 -1,088,630
Printed on 5/13/2008
Page 23 of 65
~`~-'` 2009 Tentative Operating Budget Report
:,,
'~ """°' Budget Year 2008 - 2009
Total Personnel & Benefits Costs 1,768,561
Contracted Services Base
601000 Professional/Consultant Svcs
601008 Traffic Studies
601019 Construction Mgmt/Support
611004 Uniform Rentals
612002 Hardware Maintenance
612004 Repair And Maint-Vehicles
612007 Copier Maintenance
723000 Internet Service Fees
Total Contracted Services
Operating Supplies & Equipment
691000 Operating Supplies
691004 Small Tools and Equipment
693000 Office supplies
732000 Fuel and Oil
74,000
4,000
2,000
0
8,000
4,000
~ ncc
758,955
Base
0
2,500
20,750
i n nnn
Total Operating Supplies & Equipment
Other Services 37,250
Base
702000 Membership/Dues 14,980
703000 Subscription/Publications 3,500
721000 Telephone 7,500
722000 Postage 7,359
733000 Travel and Training 86,865
Total Other Services 120,204
0 0 0 1,768,561
Ongoing Onetime Carry Over Total
0 0 0 665,000
0 0 0 74,000
0 0 0 4,000
0 0 0 2,000
0 0 0 0
0 0 0 8,000
0 0 0 4,000
0 0 0 1,955
0 0 0 758,955
Ongoing Onetime Carry Over Total
0 0 0 0
0 0 0 2,500
0 0 0 20,750
0 0 0 14,000
0 0 0 37,250
Ongoing Onetime Carry Over Total
0 0 0 14,980
0 0 0 3,500
0 0 0 7,500
0 0 0 7,359
0 0 0 86,865
0 0 0 120,204
Printed on 5/13/2008
Page 24 of 65
~~` 2009 Tentative Operating Budget Report
,~
~~~~"~"` Budget Year 2008 - 2009
Capital Expenditures Base
901000 Furniture/Fixtures/Equipment 0
960081 Section 10 Consultation (02-03 0
960089 Tres Rios Feasibility (02-23) 0
960124 AZ Pollutant Dis(02-11) 0
Total Capital Expenditures 0
Total Public Works 2,684,970
156 Technology Services
Personnel & Benefits Costs
501000 Salary Expense
501001 Mileage
502000 Hourly Wage Expense
503000 Overtime
520000 FICA
521000 SUTA
522000 Worker's Compensation
523000 Health Insurance
524000 Dental Insurance
525000 Life Insurance
526000 Disability Insurance
527000 Retirement Contributions
528000 Dependent Care Benefits
599000 Salary Savings
Total Personnel & Benefits Costs
Ongoing Onetime Carry Over Total
0 6,000 0 6,000
0 262,000 0 262,000
0 40,000 0 40,000
75,000 0 0 75,000
75,000 308,000 0 383,000
75,000 308,000 0 3,067,970
Base Ongoing Onetime Carry Over Total
87,264 0 0 0 87,264
3,000 0 0 0 3,000
547,577 57,026 0 0 604,603
13,284 0 0 0 13,284
48,556 4,362 0 0 52,918
1,178 107 107 0 1,392
1,905 171 0 0 2,076
74,695 3,592 0 0 78,287
4,133 300 0 0 4,433
333 105 0 0 438
1,651 285 0 0 1,936
59,992 5,189 0 0 65,181
0 0 0 0 0
0 0 0 0 0
843,568 71,137 107 0 914,812
Printed on 5/13/2008
Page 25 of 65
~~'` 2009 Tentative Operating Budget Report
:,~,
~"~` Budget Year 2008 - 2009
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 15,000 0 0 0 15,000
601006 Mapping Services 0 0 0 0 0
602001 Software /Licenses 0 0 0 0 0
602003 Software Maintenance 175,000 16,000 0 0 191,000
602003 Software Maintenance 0 10,000 0 0 10,000
603002 Computer Software 60,000 0 0 0 60,000
603003 Computer Hardware 27,000 0 0 0 27,000
606000 Communication Expense 12,000 0 0 0 12,000
612002 Hardware Maintenance 276,500 0 0 0 276,500
612003 Radio Maintenance 82,000 0 0 0 82,000
612004 Repair And Maint-Vehicles 1,400 0 0 0 1,400
612007 Copier Maintenance 38,100 0 0 0 38,100
612008 Telephone Equipment Maintenanc 21,500 0 0 0 21,500
723000 Internet Service Fees 8,455 0 0 0 8,455
Total Contracted Services 716,955 26,000 0 0 742,955
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
691000 Operating Supplies 7,900 0 0 0 7,900
691004 Small Tools and Equipment 20,000 0 0 0 20,000
693000 Office supplies 3,395 0 0 0 3,395
732000 Fuel and Oil 1,470 0 0 0 1,470
Total Operating Supplies & Equipment 32,765 0 0 0 32,765
Other Services Base Ongoing Onetime Carry Over Total
701000 Permits and Licenses 7,000 0 0 0 7,000
702000 Membership/Dues 1,500 0 0 0 1,500.
703000 Subscription/Publications 1,400 0 0 0 1,400
Printed on 5/13/2008
Page 26 of 65
~``='` 2009 Tentative Operating Budget Report
.~.,~
"""'W"` Budget Year 2008 - 2009
721000 Telephone 85,400 0 0 0 85,400
722000 Postage 105 0 0 0 105
733000 Travel and Training 24,750 0 0 0 24,750
Total Other Services 120,155 0 0 0 120,155
Capital Expenditures Base Ongoing Onetime Carry Over Total
960020 Computer H& S (00-06) 0 0 75,000 0 75,000
Total Capital Expenditures 0 0 75,000 0 75,000
Total Technology Services 1,713,443 97,137 75,107 0 1,885,687
ZOO Police
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
501000 Salary Expense 795,559 0 0 0 795,559
501002 Uniform Allowance 88,000 0 0 0 88,000
502000 Hourly Wage Expense 5,273,787 21,749 0 0 5,295,536
502002 Seasonal Temporary Wage 19,614 0 0 0 19,614
503000 Overtime 159,139 0 0 0 159,139
508000 Paid Holiday 57,000 0 0 0 57,000
515000 Shift Pay #2 48,600 0 0 0 48,600
520000 FICA 463,065 1,664 0 0 464,729
521000 SUTA 12,032 112 0 0 12,144
522000 Worker's Compensation 197,504 65 0 0 197,569
523000 Health Insurance 796,788 3,409 0 0 800,197
524000 Dental Insurance 42,768 315 0 0 43,083
525000 Lifelnsurance 3,186 110 0 0 3,296
526000 Disability Insurance 15,780 109 0 0 15,889
527000 Retirement Contributions 864,475 1,979 0 0 866,454
Printed on 5/13/2008
Page 27 of 65
~~~-~` 2009 Tentative Operating Budget Report
"~"~°` Budget Year 2008 - 2009
528000 Dependent Care Benefits 0 0 0 0 0
550000 Reimburseable Labor -123,950 0 0 0 -123,950
Total Personnel & Benefits Costs 8,713,347 29,512 0 0 8,742,859
Contracted Services Base Ongoing Onetime Carry Over Total
601010 Other Consultant Services 20,000 0 0 0 20,000
601015 Professional/Testing Fees 21,700 0 0 0 21,700
601017 Towing Services 3,000 0 0 0 3,000
602002 Computer Support 5,000 0 0 0 5,000
608000 Jail Costs 275,000 0 0 0 275,000
612000 Repair/Maintenance-Equipment 6,000 0 0 0 6,000
612004 Repair And Maint-Vehicles 83,500 0 0 0 83,500
612007 Copier Maintenance 5,000 0 0 0 5,000
720004 Janitorial Services 53,000 0 0 0 53,000
723000 Internet Service Fees 2,500 0 0 0 2,500
734008 Volunteer Coordination 5,000 0 0 0 5,000
Total Contracted Services 479,700 0 0 0 479,700
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
691000 Operating Supplies 80,949 0 0 0 80,949
691001 Uniform Purchases 24,380 0 0 0 24,380
693000 Office supplies 30,459 0 0 0 30,459
732000 Fuel and Oil 231,000 15,000 0 0 246,000
741000 Grant funded equipment 0 0 0 0 0
Total Operating Supplies & Equipment 366,788 15,000 0 0 381,788
Other Services
702000 Membership/Dues
703000 Subscription/Publications
Base Ongoing Onetime Carry Over Total
4,516 0 0 0 4,516
2,500 0 0 0 2,500
Printed on 5/13/2008
Page 28 of 65
~``~"` 2009 Tentative Operating Budget Report
,~.
""°`~"" Budget Year 2008 - 2009
721000 Telephone 22,000 0 0 0 22,000
722000 Postage 2,628 0 0 0 2,628
733000 Travel and Training 66,900 0 0 0 66,900
735000 Crime Prevention/Intervention 14,750 0 0 0 14,750
Total Other Services 113,294 0 0 0 113,294
Capital Expenditures Base Ongoing Onetime Carry Over Total
901000 Furniture/Fixtures/Equipment 0 0 0 0 0
902000 Vehicles 0 0 0 0 0
Total Capital Expenditures 0 0 0 0 0
Total Police 9,673,129 44,512 0 0 9,717,641
210 Courts
Personnel & Benefits Costs
501000 Salary Expense
501001 Mileage
502000 Hourly Wage Expense
503000 Overtime
520000 FICA
521000 SUTA
522000 Worker's Compensation
523000 Health Insurance
524000 Dental Insurance
525000 Life Insurance
526000 Disability Insurance
527000 Retirement Contributions
528000 Dependent Care Benefits
Base Ongoing Onetime Carry Over Total
169,439 0 0 0 169,439
6,000 0 0 0 6,000
415,407 0 0 0 415,407
4,059 0 0 0 4,059
44,741 0 0 0 44,741
1,392 0 0 0 1,392
1,345 0 0 0 1,345
81,973 0 0 0 81,973
3,566 0 0 0 3,566
307 0 0 0 307
1,521 0 0 0 1,521
55,267 0 0 0 55,267
0 0 0 0 0
Printed on 5/13/2008
Page 29 of 65
~` 2009 Tentative Operating Budget Report
~~.
'~"" "`"` Budget Year 2008 - 2009
550000 Reimburseable Labor
Total Personnel & Benefits Costs
Contracted Services
601000 Professional/Consultant Svcs
601011 Interpreter
601012 Judge Pro-Tem
601013 Jury Fees
601016 Public Defenders
602013 S.C. ACAP Fee
608000 Jail Costs
612000 Repair/Maintenance-Equipment
612004 Repair And Maint-Vehicles
720004 Janitorial Services
723000 Internet Service Fees
To tal Contracted Services
Operating Supplies & Equipment
693000 Office supplies
732000 Fuel and Oil
Total Operating Supplies & Equipment
Other Services
702000 Membership/Dues
703000 Subscription/Publications
721000 Telephone
722000 Postage
733000 Travel and Training
0 0 0 0 0
785,017 0 0 0 785,017
Base Ongoing Onetime Carry Over Total
6,000 0 0 0 6,000
1,300 0 0 0 1,300
5,800 0 0 0 5,800
2,000 0 0 0 2,000
65,600 0 0 0 65,600
17,000 0 0 0 17,000
2,000 0 0 0 2,000
800 0 0 0 800
425 0 0 0 425
26,000 0 0 0 26,000
1,955 0 0 0 1,955
128,880 0 0 0 128,880
Base Ongoing Onetime Carry Over Total
12,600 0 0 0 12,600
500 0 0 0 500
13,100 0 0 0 13,100
Base Ongoing Onetime Carry Over Total
700 0 0 0 700
2,625 0 0 0 2,625
1,500 0 0 0 1,500
3,679 0 0 0 3,679
11,000 0 0 0 11,000
Printed on 5/13/2008
Page 30 of 65
~'V` 2009 Tentative Operating Budget Report
. .,~ i
"" ~""°` Budget Year 2008 - 2009
Total Other Services 19,504 0 0 0 19,504
Total Courts 946,501 0 0 0 946,501
220 Parks Administration
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
501000 Salary Expense 121,993 0 0 0 121,993
501001 Mileage 6,000 0 0 0 6,000
502000 Hourly Wage Expense 63,224 29,277 0 0 92,501
520000 FICA 14,169 2,240 0 0 16,409
521000 SUTA 536 107 0 0 643
522000 Worker's Compensation 1,700 88 0 0 1,788
523000 Health Insurance 31,974 3,247 0 0 35,221
524000 Dental Insurance 1,870 300 0 0 2,170
525000 Life Insurance 97 105 0 0 202
526000 Disability Insurance 482 146 0 0 628
527000 Retirement Contributions 17,503 2,664 0 0 20,167
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 259,548 38,174 0 0 297,722
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 1,500 0 300,000 0 301,500
611000 Rental-Equipment 400 0 1,400 0 1,800
611004 Uniform Rentals 0 624 0 0 624
612000 Repair/Maintenance-Equipment 2,425 0 0 0 2,425
612004 Repair And Maint-Vehicles 0 900 0 0 900
612007 Copier Maintenance 9,000 0 0 0 9,000
720000 Facilities Maintenance 0 3,500 0 0 3,500
Printed on 5/13/2008
Page 31 of 65
~`~~' 2009 Tentative Operating Budget Report
.,ai~~.
~~ ~ ~`"" Budget Year 2008 - 2009
720001 Refuse
720004 Janitorial Services
723000 Internet Service Fees
Total Contracted Services
Operating Supplies & Equipment
690000 Landscape Maintenance
690003 Irrigation Supplies and Repair
691001 Uniform Purchases
691004 Small Tools and Equipment
692000 Program Supplies/Classes
693000 Office supplies
732000 Fuel and Oil
Total Operating Supplies & Equipment
Other Services
702000 Membership/Dues
720005 Utilities -Electricity
720007 Irrigation Water
721000 Telephone
722000 Postage
731111 Advertising
733000 Travel and Training
To tal Other Services
Capital Expenditures
902000 Vehicles
Total Capital Expenditures
Printed on 5/13/2008
0 1,500 0 0 1,500
39,000 0 0 0 39,000
2,100 0 0 0 2,100
54,425 6,524 301,400 0 362,349
Base Ongoing Onetime Carry Over Total
0 11,200 100,000 0 111,200
0 0 83,600 0 83,600
100 0 0 0 100
1,000 7,500 0 0 8,500
500 12,000 0 0 12,500
9,000 1,000 0 0 10,000
0 2,600 0 0 2,600
10,600 34,300 183,600 0 228,500
Base Ongoing Onetime Carry Over Total
3,500 575 0 0 4,075
0 1,200 0 0 1,200
0 5,500 0 0 5,500
17,000 0 0 0 17,000
1,577 0 0 0 1,577
42,500 0 0 0 42,500
10,000 1,300 0 0 11,300
74,577 8,575 0 0 83,152
Base Ongoing Onetime Carry Over Total
0 0 46,500 0 46,500
0 0 46,500 0 46,500
Page 32 of 65
~~``'` 2009 Tentative Operating Budget Report
~:f~
~"~"~°`i Budget Year 2008 - 2009
Total Parks-Administration
221 Parks-Recreation
Personnel & Benefits Costs
501000 Salary Expense
502000 Hourly Wage Expense
502002 Seasonal Temporary Wage
503000 Overtime
520000 FICA
521000 SUTA
522000 Worker's Compensation
523000 Health Insurance
524000 Dental Insurance
525000 Life Insurance
526000 Disability Insurance
527000 Retirement Contributions
528000 Dependent Care Benefits
Total Personnel & Benefits Costs
Contracted Services
602001 Software /Licenses
602007 Contract Labor
611000 Rental-Equipment
860000 Special Interest Classes Exp
Total Contracted Services
Operating Supplies & Equipment
691001 Uniform Purchases
399,150 87,573 531,500 0 1,018,223
Base Ongoing Onetime Carry Over Total
61,310 0 0 0 61,310
716,060 0 0 0 716,060
55,000 0 0 0 55,000
12,110 0 0 0 12,110
59,469 0 0 0 59,469
3,200 0 0 0 3,200
10,481 0 0 0 10,481
160,567 0 0 0 160,567
9,534 0 0 0 9,534
408 0 0 0 408
2,021 0 0 0 2,021
73,461 0 0 0 73,461
0 0 0 0 0
1,163,621 0 0 0 1,163,621
Base Ongoing Onetime Carry Over Total
200 0 0 0 200
0 0 0 0 0
800 0 0 0 800
163,599 0 0 0 163,599
164,599 0 0 0 164,599
Base Ongoing Onetime Carry Over Total
1,500 0 0 0 1,500
Printed on 5/13/2008
Page 33 of 65
`` 2009 Tentative Operating Budget Report
.~.;~~~
'"`°'"~'" Budget Year 2008 - 2009
691004 Small Tools and Equipment
691006 First Aid Supplies
692000 Program Supplies/Classes
692328 Special Events
693000 Office supplies
Total Operating Supplies & Equipment
Other Services
702000 Membership/Dues
721000 Telephone
733000 Travel and Training
Total Other Services
Special Programs
871000 Youth Program Expenditures
872000 Teen Program Expenditures
873000 Youth Sports Programs
874000 Adult Sports Expenditures
Total Special Programs
Total Parks-Recreation
222 Parks Maintenance
Personnel & Benefits Costs
501000 Salary Expense
502000 Hourly Wage Expense
503000 Overtime
520000 FICA
6,000 0 0 0 6,000
1,000 0 0 0 1,000
4,920 0 0 0 4,920
42,000 0 0 0 42,000
3,000 0 0 0 3,000
58,420 0 0 0 58,420
Base Ongoing Onetime Carry Over Total
150 0 0 0 150
1,000 0 0 0 1,000
9,787 0 0 0 9,787
10,937 0 0 0 10,937
Base Ongoing Onetime Carry Over Total
192,419 0 0 0 192,419
19,495 0 0 0 19,495
35,744 0 0 0 35,744
8,964 0 0 0 8,964
256,622 0 0 0 256,622
1,654,199 0 0 0 1,654,199
Base Ongoing Onetime Carry Over Total
72,782 0 0 0 72,782
505,067 0 0 0 505,067
10,463 0 0 0 10,463
44,205 0 0 0 44,205
Printed on 5/13/2008
Page 34 of 65
~~''` 2009 Tentative Operating Budget Report
w;
~~ ~ Budget Year 2008 - 2009
s2looo sUTA 1,821 0 0 0 1,821
522000 Worker's Compensation 37,568 0 0 0 37,568
523000 Health Insurance 98,490 0 0 0 98,490
524000 Dental Insurance 5,052 0 0 0 5,052
525000 Life Insurance 303 0 0 0 303
526000 Disability Insurance 1,502 0 0 0 1,502
527000 Retirement Contributions 54,607 0 0 0 54,607
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 831,860 0 0 0 831,860
Contracted Services Base Ongoing Onetime Carry Over Total
611000 Rental-Equipment 8,000 0 0 0 8,000
611004 Uniform Rentals 7,400 0 0 0 7,400
612004 Repair And Maint-Vehicles 11,500 0 0 0 11,500
720000 Facilities Maintenance 55,033 0 0 0 55,033
720001 Refuse 32,000 0 0 0 32,000
Total Contracted Services 113,933 0 0 0 113,933
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
690000 Landscape Maintenance 72,082 0 0 0 72,082
690003 Irrigation Supplies and Repair 46,360 0 0 0 46,360
691001 Uniform Purchases 2,050 0 0 0 2,050
691004 Small Tools and Equipment 15,000 0 0 0 15,000
691006 First Aid Supplies 1,500 0 0 0 1,500
693000 Office supplies 1,155 0 0 0 1,155
732000 Fuel and Oil 23,000 0 0 0 23,000
Total Operating Supplies & Equipment 161,147 0 0 0 161,147
Printed on 5/13/2008
Page 35 of 65
~~'~` 2009 Tentative Operating Budget Report
~~t
~_~~ Budget Year 2008 - 2009
Other Services Base Ongoing Onetime Carry Over Total
702000 Membership/Dues 75 0 0 0 75
720005 Utilities -Electricity 60,000 0 0 0 60,000
720007 Irrigation Water 142,550 0 0 0 142,550
721000 Telephone 2,200 0 0 0 2,200
733000 Travel and Training 1,200 0 0 0 1,200
Total Other Services 206,025 0 0 0 206,025
Total Parks-Maintenance 1,312,965 0 0 0 1,312,965
223 Parks-Senior Programs
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
502000 Hourly Wage Expense 76,861 0 0 0 76,861
520000 FICA 5,880 0 0 0 5,880
521000 SUTA 321 0 0 0 321
522000 Worker's Compensation 1,015 0 0 0 1,015
523000 Health Insurance 13,317 0 0 0 13,317
524000 Dental Insurance 1,122 0 0 0 1,122
525000 Life Insurance 40 0 0 0 40
526000 Disability Insurance 200 0 0 0 200
527000 Retirement Contributions 7,263 0 0 0 7,263
528000 Dependent Care Benefits 0 0 0 0 0
Total Personnel & Benefits Costs 106,019 0 0 0 106,019
Contracted Services Base Ongoing Onetime Carry Over Total
602007 Contract Labor 30,000 0 0 0 30,000
Total Contracted Services 30,000 0 0 0 30,000
Printed on 5/13/2008
Page 36 of 65
~``'` 2009 Tentative
:.r,~
'""'°`"""` Budget Year 2008 - 2009 Operating Budget Report
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
691004 Small Tools and Equipment 260 0 0 0 260
691006 First Aid Supplies 1,500 0 0 0 1,500
692006 Seniors Program 53,437 0 0 0 53,437
Total Operating Supplies & Equipment 55,197 0 0 0 55,197
Total Parks-Senior Programs 191,216 0 0 0 191,216
224 Parks Aquatics
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
502000 Hourly Wage Expense 80,000 0 0 0 80,000
520000 FICA 6,735 0 0 0 6,735
521000 SUTA 1,300 0 0 0 1,300
522000 Worker's Compensation 500 0 0 0 500
Total Personnel & Benefits Costs 88,535 0 0 0 88,535
Contracted Services Base Ongoing Onetime Carry Over Total
611000 Rental-Equipment 400 0 0 0 400
Total Contracted Services 400 0 0 0 400
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
670002 Pool Chemicals 10,000 0 0 0 10,000
691001 Uniform Purchases 300 0 0 0 300
691004 Small Tools and Equipment 10,000 0 0 0 10,000
691006 First Aid Supplies 1,500 0 0 0 1,500
Total Operating Supplies & Equipment 21,800 0 0 0 21,800
Total Parks-Aquatics 110,735 0 0 0 110,735
Printed on 5/13/2008
Page 37 of 65
~~~'` 2009 Tentative O eratin Bud et Re ort
`~ ~ ~~"" Budget Year 2008 - 2009
225 Recreation -Therapeutic Prog
Personnel & Benefits Costs Base
502000 Hourly Wage Expense 38,644
520000 FICA 2,956
521000 SUTA 107
522000 Worker's Compensation 510
523000 Health Insurance 4,439
524000 Dental Insurance 294
525000 Life Insurance 21
526000 Disability Insurance 100
527000 Retirement Contributions 3,652
528000 Dependent Care Benefits 0
Total Personnel & Benefits Costs 50,723
Contracted Services Base
602007 Contract Labor 10,500
611004 Uniform Rentals 300
Total Contracted Services 10,800
Operating Supplies & Equipment Base
691006 First Aid Supplies
692001 Arts and Crafts
Total Operating Supplies & Equipment
Total Recreation -Therapeutic Prog
Total General Fund
Printed on 5/13/2008
~~~
2,000
2,500
64,023
Ongoing Onetime Carry Over Total
0 0 0 38,644
0 0 0 2,956
0 0 0 107
0 0 0 510
0 0 0 4,439
0 0 0 294
0 0 0 21
0 0 0 100
0 0 0 3,652
0 0 0 0
0 0 0 50,723
Ongoing Onetime Carry Over Total
0 0 0 10,500
0 0 0 300
0 0 0 10,800
Ongoing Onetime Carry Over Total
0 0 0 500
0 0 0 2,000
0 0 0 2,500
0 0 0 64,023
34,385,690 448,812 3,561,992
Page 38 of 65
0 38,396,494
~'` 2009 Tentative Operating Budget Report
:~ .~
'~""~~""" Budget Year 2008 - 2009
107 Impact Fees -Parks
220 Parks Administration
Contracted Services
601000 Professional/Consultant Svcs
Total Contracted Services
Total Parks-Administration
Total Impact Fees -Parks
Base Ongoing Onetime Carry Over Total
0 0 250,000 40,000 290,000
0 0 250,000 40,000 290,000
0
0 250,000 40,000
290,000
0
0 250,000 40,000
290,000
Printed on 5/13/2008
Page 39 of 65
~`~'` 2009 Tentative Operating Budget Report
-~~~.
""°""'""'°` Budget Year 2008 - 2009
201 Community Devel Block Grant
107 Community Development
Special Programs
820000 CDBG Housing
Total Special Programs
Total Community Development
Total Community Devel Block Grant
Base Ongoing Onetime Carry Over Total
300,000 0 0 0 300,000
300,000 0 0 0 300,000
300,000 0 0 0 300,000
300,000 0 0 0 300,000
Printed on 5/13/2008
Page 40 of 65
~'` 2009 Tentative Operating Budget Report
~~.
°"°""" Budget Year 2008 - 2009
202 Revolving Affordable Housing
107 Community Development
Contracted Services
601000 Professional/Consultant Svcs
Total Contracted Services
Total Community Development
Total Revolving Affordable Housing
Base
210,000
210,000
210,000
210,000
Ongoing Onetime Carry Over Total
0 0 8,000 218,000
0 0 8,000 218,000
0 0 8,000 218,000
0 0 8,000 218,000
Printed on 5/13/2008
Page 41 of 65
~~°~ 2009 Tentative Operating Budget Report
'd"~~""`" Budget Year 2008 - 2009
204 Improvement District Bonds
100 General Government
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs
Total Contracted Services
Total General Government
Total Improvement District Bonds
136,685 0 0 0 136,685
136,685 0 0 0 136,685
136,685 0 0 0 136,685
136,685 0 0 0 136,685
Printed on 5/13/2008
Page 42 of 65
~ 2009 Tentative Operating Budget Report
:.,~G
~`"`~°~~ Budget Year 2008 - 2009
206 Grants/Contributions
100 General Government
Operating Supplies & Equipment Base
741000 Grant funded equipment 550,000
Total Operating Supplies & Equipment 550,000
Total General Government 550,000
Total Grants/Contributions 550,000
Ongoing Onetime Carry Over Total
0 0 0 550,000
0 0 0 550,000
0 0 0 550,000
0 0 0 550,000
Printed on 5/13/2008
Page 43 of 65
~-~'~` 2009 Tentative Operating Budget Report
w,~~.
°"'°``"`~" Budget Year 2008 - 2009
21 S Transportation Fund
000 Non-Departmental
Other Financing Uses
890000 Transfers Out
Total Other Financing Uses
Total Non-Departmental
100 General Government
Contracted Services
610000 Leases
Total Contracted Services
Other Services
744000 Developer Rebates
Total Other Services
Total General Government
1 SO Operations & Maintenance
Operating Supplies & Equipment
613001 Street Maint and Improvements
Total Operating Supplies & Equipment
Total Operations & Maintenance
153 Public Works
Base Ongoing Onetime Carry Over Total
2,881,699 0 0 0 2,881,699
2,881,699 0 0 0 2,881,699
2,881,699 0 0 0 2,881,699
Base Ongoing Onetime Carry Over Total
44,695 0 0 0 44,695
44,695 0 0 0 44,695
Base Ongoing Onetime Carry Over Total
1,750,000 0 0 0 1,750,000
1,750,000 0 0 0 1,750,000
1,794,695 0 0 0 1,794,695
Base Ongoing Onetime Carry Over Total
75,000 0 0 0 75,000
75,000
75,000 0
0 0 0
0 0 75,000
75,000
Printed on 5/13/2008
Page 44 of 65
~`~` 2009 Tentative Operating Budget Report
`"`~""" Budget Year 2008 - 2009
Contracted Services Base Ongoing Onetime Carry Over Total
601000 Professional/Consultant Svcs 0 0 60,000 0 60,000
602001 Software /Licenses 0 0 2,000 0 2,000
603002 Computer Software 0 0 24,500 0 24,500
603003 Computer Hardware 0 0 3,000 0 3,000
612002 Hardware Maintenance 0 3,000 0 0 3,000
Total Contracted Services 0 3,000 89,500 0 92,500
Capital Expenditures Base Ongoing Onetime Carry Over Total
960062 Santa Cruz Path Ph 2 (06-01) 0 10,000 0 0 10,000
960082 District Park Bank (02-04) 0 235,000 0 0 235,000
961020 Thornydale/Orange Gr(02-58) 0 30,000 0 0 30,000
962001 Silverbell Rd (99-050) 0 0 75,000 0 75,000
Total Capital Expenditures 0 275,000 75,000 0 350,000
Total Public Works 0 278,000 164,500 0 442,500
Total Transportation Fund 4,751,394 278,000 164,500 0 5,193,894
Printed on 5/13/2008
Page 45 of 65
~^=` 2009 Tentative Operating Budget Report
t-
""'~"" Budget Year 2008 - 2009
222 RICO Fund
200 Police
Operating Supplies & Equipment
753000 RICO Expenditures
Total Operating Supplies & Equipment
Total Police
Total RICO Fund
Printed on 5/13/2008
Base Ongoing Onetime Carry Over Total
94,373 0 0 0 94,373
94,373 0 0 0 94,373
94,373 0 0 0 94,373
94,373 0 0 0 94,373
Page 46 of 65
~'`~~'` 2009 Tentative Operating Budget Report
.~}~.~~.
""~"` Budget Year 2008 - 2009
224 HIDTA Fund
200 Police
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
502000 Hourly Wage Expense 52,000 0 0 0 52,000
Total Personnel & Benefits Costs 52,000 0 0 0 52,000
Total Police 52,000
Total HIDTA Fund 52,000
0 0 0 52,000
0 0 0 52,000
Printed on 5/13/2008
Page 47 of 65
~`-~` 2009 Tentative Operating Budget Report
.1 {'`~
~~"'"`~"` Budget Year 2008 - 2009
225 MANTIS Fund
200 Police
Personnel & Benefits Costs Base Ongoing Onetime Carry Over Total
502000 Hourly Wage Expense
Total Personnel & Benefits Costs
Total Police
Total MANTIS Fund
61,975 0 0 0 61,975
61,975 0 0 0 61,975
61,975 0 0 0 61,975
61,975 0 0 0 61,975
Printed on 5/13/2008
Page 48 of 65
~` 2009 Tentative Operating Budget Report
.~-~~
_,
~`"""" Budget Year 2008 - 2009
226 Vehicle Theft Task Force Fund
200 Police
Personnel & Benefits Costs
502000 Hourly Wage Expense
Total Personnel & Benefits Costs
Total Police
Base Ongoing Onetime Carry Over Total
61,975 0 0 0 61,975
61,975 0 0 0 61,975
61,975 0 0 0 61,975
Total Vehicle Theft Task Force Fund 61,975 0 0 0 61,975
Printed on 5/13/2008
Page 49 of 65
~~°` 2009 Tentative Operating Budget Report
*~..~i .
`~"""`~" Budget Year 2008 - 2009
227 JCEF Fund
210 Courts
Personnel & Benefits Costs
502000 Hourly Wage Expense
Total Personnel & Benefits Costs
Total Courts
Total JCEF Fund
Base Ongoing Onetime Carry Over Total
13,950 0 0 0 13,950
13,950 0 0 0 13,950
13,950 0 0 0 13,950
13,950 0 0 0 13,950
Printed on 5/13/2008
Page 50 of 65
~~'` 2009 Tentative Operating Budget Report
.;r~~
'°" ~`~"" Budget Year 2008 - 2009
228 FTG Court Fund
210 Courts
Special Programs Base Ongoing Onetime Carry Over Total
756000 Fund expenditures 5,000
Total Special Programs 5,000
Total Courts 5,000
Total FTG Court Fuud 5,000
0 0 0 5,000
0 0 0 5,000
0 0 0 5,000
0 0 0 5,000
Printed on 5/13/2008
Page 51 of 65
~~~~` 2009 Tentative Operating Budget Report
"~` ~ ~"' Budget Year 2008 - 2009
230 Local Technology Fund
210 Courts
Special Programs Base
756000 Fund expenditures 65,750
Total Special Programs 65,750
Total Courts 65,750
Total Local Technology Fund
65,750
Ongoing Onetime Carry Over Total
0 0 0 65,750
0 0 0 65,750
0 0 0 65,750
0 0 0 65,750
Printed on 5/13/2008
Page 52 of 65
~~~` 2009 Tentative O eratin Bud et Re ort
p g g p
`~' ~"" Budget Year 2008 - 2009
240 Local Transportation Assistant
1 SO Operations & Maintenance
Contracted Services
609000 Transit Services
611000 Rental-Equipment
Total Contracted Services
Operating Supplies & Equipment
691000 Operating Supplies
Total Operating Supplies & Equipment
Total Operations & Maintenance
Total Local Transportation Assistant
Printed on 5/13/2008
Base Ongoing Onetime Carry Over Total
75,000 0 0 0 75,000
4,500 0 0 0 4,500
79,500 0 0 0 79,500
Base Ongoing Onetime Carry Over Total
55,250 0 0 0 55,250
55,250 0 0 0 55,250
134,750 0 0 0 134,750
134,750 0 0 0 134,750
Page 53 of 65
~`'`` 2009 Tentative Operating Budget Report
~.
"~ Budget Year 2008 - 2009
241 Highway User Revenue Fund
1 SO Operations & Maintenance
Personnel & Benefits Costs
550000 Reimburseable Labor
Total Personnel & Benefits Costs
Contracted Services
601024 Real Property Services
612004 Repair And Maint-Vehicles
613002 Street Striping
613003 Street Sweeping
Total Contracted Services
Operating Supplies & Equipment
613000 Street Mainenance
613001 Street Maint and Improvements
613004 Traffic Light Maintenance
613005 Street Signs
690000 Landscape Maintenance
732000 Fuel and Oil
Total Operating Supplies & Equipmen
Other Services
720006 Utilities-Street Lights
Total Other Services
Capital Expenditures
902000 Vehicles
Base Ongoing Onetime Carry Over Total
0 21,000 0 0 21,000
0 21,000 0 0 21,000
Base Ongoing Onetime Carry Over Total
240,000 0 0 0 240,000
25,000 0 0 0 25,000
190,000 0 0 0 190,000
140,000 0 0 0 140,000
595,000 0 0 0 595,000
Base Ongoing Onetime Carry Over Total
0 1,000,000 0 500,000 1,500,000
177,000 0 0 0 177,000
41,000 0 0 0 41,000
135,000 0 0 0 135,000
81,575 0 0 0 81,575
65,000 10,000 0 0 75,000
499,575 1,010,000 0 500,000 2,009,575
Base Ongoing Onetime Carry Over Total
60,000 0 0 0 60,000
60,000 0 0 0 60,000
Base Ongoing Onetime Carry Over Total
0 0 150,000 0 t
150,000
Printed on 5/13/2008
Page 54 of 65
~~~~"~ 2009 Tentative O eratin Bud et Re ort
~~::,~-~ p g g p
"`~ `"~"" Budget Year 2008 - 2009
Total Capital Expenditures
Total Operations & Maintenance
Total Highway User Revenue Fund
0 0 150,000 0 150,000
1,154,575 1,031,000 150,000 500,000 2,835,575
1,154,575 1,031,000 150,000 500,000 2,835,575
Printed on 5/13/2008
Page 55 of 65
~` 2009 Tentative Operating Budget Report
.~~`~ ~
~'"~~"'" Budget Year 2008 - 2009
301 Debt Service Fund
000 Non Departmental
Debt Service
892000 Principal
Total Debt Service
Total Non-Departmental
Total Debt Service Fund
Printed on 5/13/2008
Base Ongoing Onetime Carry Over Total
3,162,478 0 0 0 3,162,478
3,162,478 0 0 0 3,162,478
3,162,478 0 0 0 3,162,478
3,162,478 0 0 0 3,162,478
Page 56 of 65
~`~~`` 2009 Tentative Operating Budget Report
,~ .
~°""""" Budget Year 2008 - 2009
401 Series 1997 Bonds
000 Non-Departmental
Debt Service
892000 Principal
892100 Interest
Total Debt Service
Total Non-Departmental
Total Series 1997 Bonds
Base
220,000
179,010
399,010
399,010
399,010
Ongoing Onetime Carry Over Total
0 0 0 220,000
0 0 0 179,010
0 0 0 399,010
0 0 0 399,010
0 0 0 399,010
Printed on 5/13/2008
Page 57 of 65
~~-`` 2009 Tentative Operating Budget Report
,:f}\
"~"~" Budget Year 2008 - 2009
403 2003 Bond Series
000 Non-Departmental
Debt Service Base Ongoing Onetime Carry Over Total
894000 Principal - 2003 Series 570,000 0 0 0 570,000
894100 Interest - 2003 Series 808,830 0 0 0 808,830
Total Debt Service 1,378,830 0 0 0 1,378,830
Total Non-Departmental 1,378,830
Total 2003 Bond Series 1,378,830
0 0
0 0
0 1,378,830
0 1,378,830
Printed on 5/13/2008
Page 58 of 65
~~`~ 2009 Tentative Operating Budget Report
~~~~
""°~"'" Budget Year 2008 - 2009
404 2004 Series Bonds
000 Non-Departmental
Debt Service Base Ongoing Onetime Carry Over Total
895000 Principal - 2004 Series 280,000
895100 Interest - 2004 Series 357,975
Total Debt Service 637,975
Total Non-Departmental 637,975
Total 2004 Series Bonds
637,975
0 0 0 280,000
0 0 0 357,975
0 0 0 637,975
0 0 0 637,975
0 0 0 637,975
Printed on 5/13/2008
Page 59 of 65
~~~'` 2009 Tentative Operating Budget Report
~.
"~~"' Budget Year 2008 - 2009
S01 Water Fund
000 Non-Departmental
Other Financing Uses Base Ongoing Onetime Carry Over Total
890000 Transfers Out 235,415 0 0 0 235,415
Total Other Financing Uses 235,415 0 0 0 235,415
Total Non-Departmental 235,415
300 Marana Water Department
Personnel & Benefits Costs Base
501000 Salary Expense 380,586
502000 Hourly Wage Expense 460,308
502002 Seasonal Temporary Wage 22,880
503000 Overtime 15,000
520000 FICA 63,379
521000 SUTA 2,072
522000 Worker's Compensation 25,292
523000 Health Insurance 138,304
524000 Dental Insurance 6,907
525000 Life Insurance 441
526000 Disability Insurance 2,186
527000 Retirement Contributions 79,464
528000 Dependent Care Benefits 0
To tal Personnel & Benefits Costs 1,196,819
Contracted Services
601004 Construction Surveillance Fees
Base
120,000
0 0 0 235,415
Ongoing Onetime Carry Over Total
0 0 0 380,586
41,573 0 0 501,881
0 0 0 22,880
0 0 0 15,000
3,180 0 0 66,559
112 0 0 2,184
125 0 0 25,417
4,439 0 0 142,743
300 0 0 7,207
105 0 0 546
11 0 0 2,197
3,783 0 0 83,247
0 0 0 0
53,628 0 0 1,250,447
Ongoing Onetime Carry Over Total
0 0 0 120,000
Printed on 5/13/2008
Page 60 of 65
~`~` 2009 Tentative Operating Budget Report
.~~~
~w~ Budget Year 2008 - 2009
601005 Legal Services 15,000 0 0 0 15,000
601010 Other Consultant Services 276,800 0 0 0 276,800
601023 Water Sampling/Testing 45,000 0 0 0 45,000
611000 Rental-Equipment 5,000 0 0 0 5,000
611004 Uniform Rentals 4,500 0 0 0 4,500
612000 Repair/Maintenance-Equipment 20,270 0 0 0 20,270
612004 Repair And Maint-Vehicles 8,000 0 0 0 8,000
612005 System Repairs/LJpgrades 362,158 0 0 0 362,158
660000 Wholesale Water 255,217 0 0 0 255,217
720004 Janitorial Services 10,000 0 0 0 10,000
723000 Internet Service Fees 1,955 0 0 0 1,955
730000 Insurance 52,150 0 0 0 52,150
Total Contracted Services 1,176,050 0 0 0 1,176,050
Operating Supplies & Equipment Base Ongoing Onetime Carry Over Total
670001 Chlorination 18,000 0 0 0 18,000
691000 Operating Supplies 5,000 0 0 0 5,000
691003 Shop Supplies 1,500 0 0 0 1,500
693000 Office supplies 28,900 0 0 0 28,900
725002 Health and Safety 1,000 0 0 0 1,000
732000 Fuel and Oil 33,000 0 0 0 33,000
Total Operating Supplies & Equipment 87,400 0 0 0 87,400
Other Services Base Ongoing Onetime Carry Over Total
701000 Permits and Licenses 2,500 0 0 0 2,500
702000 Membership/Dues 17,940 0 0 0 17,940
706000 Withdrawal Fees 2,000 0 0 0 2,000
720005 Utilities -Electricity 200,000 0 0 0 200,000
Printed on 5/13/2008
Page 61 of 65
~~~'` 2009 Tentative Operating Budget Report
:n.,~~.
""`m"" Budget Year 2008 - 2009
721000 Telephone 9,000
722000 Postage 26,000
733000 Travel and Training 5,000
755000 Administrative Services 21,304
Total Other Services
Debt Service
899000 Misc Debt
Total Debt Service
Capital Expenditures
901000 Furniture/Fixtures/Equipment
902000 Vehicles
Total Capital Expenditures
Total Marana Water Department
Total Water Fund
Printed on 5/13/2008
Base
Base
0
2,744,013
2,979,428
Page 62 of 65
0 0 0 9,000
0 0 0 26,000
0 0 0 5,000
0 0 0 21,304
0 0 0 283,744
Ongoing Onetime Carry Over Total
0 0 0
0 0 0
Ongoing Onetime Carry Over Total
0 100,000 0 100,000
0 72,000 0 72,000
0 172,000 0 172,000
53,628 172,000 0 2,969,641
53,628 172,000 0 3,205,056
~~`` 2009 Tentative Operating Budget Report
~~~~
""'~ Budget Year 2008 - 2009
502 Airport Fund
350 Airport Operations
Personnel & Benefits Costs
501000 Salary Expense
501001 Mileage
502000 Hourly Wage Expense
520000 FICA
521000 SUTA
522000 Worker's Compensation
523000 Health Insurance
524000 Dental Insurance
525000 Life Insurance
526000 Disability Insurance
527000 Retirement Contributions
528000 Dependent Care Benefits
550000 Reimburseable Labor
Total Personnel & Benefits Costs
Contracted Services
601000 Professional/Consultant Svcs
612004 Repair And Maint-Vehicles
720000 Facilities Maintenance
723000 Internet Service Fees
730000 Insurance
Total Contracted Services
Printed on 5/13/2008
Base Ongoing Onetime Carry Over Total
100,262 0 0 0 100,262
3,000 0 0 0 3,000
32,841 0 0 0 32,841
10,011 0 0 0 10,011
214 0 0 0 214
1,712 0 0 0 1,712
15,187 0 0 0 15,187
895 0 0 0 895
70 0 0 0 70
346 0 0 0 346
12,578 0 0 0 12,578
0 0 0 0 0
-45,000 0 0 0 -45,000
132,116 0 0 0 132,116
Base Ongoing Onetime Carry Over Total
36,000 0 0 0 36,000
9,000 0 0 0 9,000
47,000 0 0 0 47,000
1,955 0 0 0 1,955
15,350 0 0 0 15,350
109,305 0 0 0 109,305
Page 63 of 65
_'~'~`` 2009 Tentative Operating Budget Report
""'a'"~'" Budget Year 2008 - 2009
Operating Supplies & Equipment
691004 Small Tools and Equipment
693000 Office supplies
732000 Fuel and Oil
Total Operating Supplies & Equipment
Other Services
702000 Membership/Dues
720003 Electricity
721000 Telephone
722000 Postage
731000 Public Notification/Advertisin
733000 Travel and Training
Total Other Services
Total Airport Operations
Total Airport Fund
Base Ongoing Onetime Carry Over Total
15,000 0 0 0 15,000
15,500 0 0 0 15,500
5,500 0 0 0 5,500
36,000 0 0 0 36,000
Base Ongoing Onetime Carry Over Total
4,895 0 0 0 4,895
30,000 0 0 0 30,000
2,000 0 0 0 2,000
1,014 0 0 0 1,014
6,000 0 0 0 6,000
14,700 0 0 0 14,700
58,609 0 0 0 58,609
336,030 0 0 0 336,030
336,030 0 0 0 336,030
Printed on 5/13/2008
Page 64 of 65
~~`°~ 2009 Tentative Operating Budget Report
:~;.
""~'" Budget Year 2008 - 2009
Report Total 50,871,868
1,811,440
4,298,492 548,000 57,529,800
Printed on 5/13/2008
Page 65 of 65
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Town of Marana
Fiscal Year 2008 Carry forward into Fiscal Year 2009
Fund: 101 -General Fund
Dept
Dept: 105 Finance and Accounting
Dept: 150 Operations & Maintenance
Dept: 152 Planning Department
Dept: 153 Public Works
Dept: 155 Information Technology
for
Account Amount
960.189 08-105-001 Accounting System 378,391
960.193 (06-132) Parking Structure 50,000
906.017 Land Development Code (05-04) 99,528
960.080 Honea Heights Sewer (02-02) 468,075
960.071 Marana Vista Estates (06-03) -
960.191 08-155-003 Police MDTs 10,000
1
Fund: 103 -South Benefit Area Impact Fees
Dept: 153 Public Works 963.002 TwinPks InterChg (01-44) 500,000
Net Effect for South Benefit Area Im act Fees 500 000
~und: 106 -North Benefit Area Impact Fees
)ept: 153 Public Works 960.101 Thornydale/Tangerine (06-12) 72,650
960.105 Tangerine Rd Signals (06-15) 508,495
Jet Effect for North Benefit Area Impact Fees 581,146
Fund: 107 -Impact Fees -Parks
Dept: 153 Public Works 960.083 Heritage Program (02-07) 116,455
Dept: 220 Parks-Administration 107-220-601.000 Parks Master Plan 40,000
Net Effect for Im act Fees -Parks 156 455
Fund: 201 -Community Devel Block Grant
Dept: 220 Parks-Administration 960.150 Honea Heights Park (06-48) 75,000
Net Effect for Communit Devel Block Grant 75,000
Fund: 202 -Revolving Affordable Housing
Dept: 107 Community Development 601.000 Consultant Services 8,000
Net Effect for Revolvin Affordable Housin 8,000
Page 1 of 3
Town of Marana
Fiscal Year 2008 Carry forward into Fiscal Year 2009
Fund: 204 -Improvement District Bonds
Dept: 153 Public Works 963.025 Tangerine Farms(04-36) 3,782,655
Net Effect for Im rovement District Bonds 3,782,655
Fund: 205 -HELP Loan
Dept: 153 Public Works 961.020 Thornydale/Orange Gr(02-58) 3,500,000
Net Effect'for HELP Loan 3 500 000
Fund: 215 -Transportation Fund
Dept: 153 Public Works
Dept: 350 Airport Operations
Net Effect for Trans ortatior
962.007 Moore Rd. I-10/Sandario (05-56
962.008 Rivulet Drive Imprv (03-07)
962.041 Moore Road Improvement (02-18)
960.080 Honea Heights Sewer (02-02)
960.083 Heritage Program (02-07)
962.032 Camino de Manana (01-52)
960.040 Tangerine Road Land (06-84)
290,000
150,000
50,000
1,876,789
10,000
450,000
150, 000
Fund: 241 -Highway User Revenue Fund
Dept: 153 Public Works 962.021 Pavement Rehab (01-49) 500,000
Net Effect for Hi hwa User Revenue Fund 500,000
Fund: 242 -Pima Assoc. of Govts 15% Fund
Dept: 153 Public Works 963.002 TwinPks InterChg (01-44) 500,000
962.001 Silverbell Rd (99-050) 5,000,000
', 962.032 Camino de Manana (01-52) 830,000
Net Effect for Pima Assoc. of Govts 15% Fund 6 330 000
Fund: 245 - 1/2 Cent Sales Tax Revenue
Dept: 153 Public Works 963.025 Tangerine Farms(04-36) 1,500,000
Net Effect for 1/2 Cent Sales Tax Revenue 1,500,000
Page 2 of 3
Town of Marana
Fiscal Year 2008 Carry forward into Fiscal Year 2009
Fund: 246 -Other Agency Funding
Dept: 153 Public Works 963.002 TwinPks InterChg (01-44)
962.037 Barnett Park (03-16)
960.105 Tangerine Rd Signals (06-15)
Net Effect for Other Agency Fundi
500,000
500,000
200,000
1
Fund: 250 -Pima County Bond Funds
Dept: 220 Parks-Administration 960.117 Tortolita Trail (03-54) 130,000
Dept: 350 Airport Operations 960.051 Airport Sewer Line (06-135) 801,248
Net Effect for Pima Count Bond Funds 931 248
Fund: 501 -Water Fund
Dept: 300 Marana Water Department 963.004 08-300-004 Resource/WW System 35,000,000
Net Effect for Water Fund 35,000,000
502 -Airport Fund
350 Airport Operations
for Airport Fund
7
960.036 Airport Access Road (06-83) 1,470,089
960.034Pavement Preservation (06-82) 192,000
960.032 Environmental Assmnt (06-81) 100,000
960.031 Fire Protection System (06-80) 1,727,660
964.038 Terminal Design (04-41) 275,000
964.037 Tie-Down Apron (04-40) 290,000
905.007 Air Traffic Cntrl Tower (04-44 295,000
960.044 Tangerine Road Ext (06-85) 500,000
08-350-0 01 Taxiway K 1,326,211
964.012 08-350-003 Bypass Apron 775,000
964.004 Perimeter/Secur Fence (00-61) 282,026
Page 3 of 3
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TOWN OF MARANA
Summary by Fund Type of Revenues Other Than Property Taxes
Fiscal Year 2009
ESTIMATED ACTUAL ESTIMATED
REVENUES REVENUES* REVENUES
SOURCE OF REVENUES 2008 2008 2009
ENTERPRISE FUNDS
Water Fund
Charges for services $ 2,870,648 $ 2,495,267 $ 2,850,000
Water I mpact Fees 1,441,253 861,250 861,400
Interest 67,740
$ 4,311,901 $ 3,356,517 $ 3,779,140
Airport Fund
User Fees $ 143,658 $ 228,905 $ 240,000
Grants 9,309,341 4,512,387 9,128,010
$ 9,452,999 $ 4,741,292 $ 9,368,010
Total Enterprise Funds $ 13,764,900 $ 8,097,809 $ 13,147,150
* Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was
prepared, plus estimated revenues for the remainder of the fiscal year.
TOTAL ALL FUNDS $ 107 096 571 $ 76 692 792 $ 107 831 794
* Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was
prepared, plus estimated revenues for the remainder of the fiscal year.
4/08 SCHEDULE C Page 6 of 10
TOWN OF MARANA
Summary of Tax Levy and Tax Rate Information
Fiscal Year 2009
2008
1. Maximum allowable primary property tax levy.
A.R.S. §42-17051(A) $
2. Amount received from primary property taxation in
the current year in excess of the sum of that year's
maximum allowable primary property tax levy.
A.R.S. §42-17102(A)(18) $
3. Property tax levy amounts
A. Primary property taxes $
B. Secondary property taxes 551,339
C. Total property tax levy amounts $ 551,339
4. Property taxes collected*
A. Primary property taxes
(1) Current year's levy $
(2) Prior years' levies
(3) Total primary property taxes $
B. Secondary property taxes
(1) Current year's levy $
(2) Prior years' levies
(3) Total secondary property taxes $
C. Total property taxes collected $
5. Property tax rates
A. City/Town tax rate
(1) Primary property tax rate
(2) Secondary property tax rate 2.8000
(3) Total city/town tax rate 2.8000
2009
698,116
$ 698,116
2.8000
2.8000
B. Special assessment district tax rates
Secondary property tax rates - As of the date the proposed budget was prepared, the
city/town was operating four special assessment districts for which secondary
property taxes are levied. For information pertaining to these special assessment districts
and their tax rates, please contact the city/town.
* Includes actual property taxes collected as of the date the proposed budget was prepared, plus
estimated property tax collections for the remainder of the fiscal year.
4/08 SCHEDULE B
TOWN OF MARANA
Summary by Fund Type of Revenues Other Than Property Taxes
Fiscal Year 2009
SOURCE OF REVENUES
GENERAL FUND
Local taxes
Sales taxes
Licenses and permits
ESTIMATED ACTUAL ESTIMATED
REVENUES REVENUES* REVENUES
2008 2008 2009
$ 19,098,627 $ 21,305,177 $ 20,465,605
Building and development fees 4,581,894 2,717,474 2,801,585
Business and license fees 98,100 112,495 112,750
Franchise fees 218,000 235,000 252,350
Intergovernmental
State shared sales tax 2,721,756 2,481,205 2,496,844
Urban revenue sharing 3,763,935 3,761,183 3,989,771
Auto lieu 910,000 1,114,173 1,197,290
Charges for services
Park and recreation fees 508,722 356,354 513,728
Other miscellaneous charges 27,500
Fines and forfeits
Court fines and fees 654,275 686,439 695,145
Interest on investments
Investment income 561,000 623,205 443,000
Miscellaneous
Other miscellaneous income 728,728 283,203 853,900
Lease income 493,300 990,444 493,300
Total General Fund $ 34,365,837 $ 34,666,352 $ 34,315,268
Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was
prepared, plus estimated revenues for the remainder of the fiscal year.
4/08 SCHEDULE C Page 3 of 10
TOWN OF MARANA
Summary by Fund Type of Revenues Other Than Property Taxes
Fiscal Year 2009
ESTIMATED ACTUAL ESTIMATED
REVENUES REVENUES* REVENUES
SOURCE OF REVENUES 2008 2008 2009
SPECIAL REVENUE FUNDS
Highway User Revenue Fund
Highway user revenue $ 2,244,207 $ 2,282,677 $ 2,324,383
Total Highway User Revenue Fund $ 2,244,207 $ 2,282,677 $ 2,324,383
Local Transportation Assistance Fund
Local transportation assistance $ 139,711 $ 188,463 $ 190,100
Total Local Transportation Assistance Fund $ 139,711 $ 188,463 $ 190,100
MANTIS $ 61,975 $ 59,587 $ 61,975
HIDTA 52,000 24,824 52,000
Auto Theft 61,975 61,975
CDBG 275,000 730,135 300,000
Affordable Housing Revolving Fund 10,000 7,352 10,000
Local JCEF 12,250 13,305 13,950
Local Technology Enhancement Fund 59,950 65,740 65,750
Fill the Gap 5,000 5,000
RICO 20,000 57,965 20,000
Other Grants 1,000,000 346,069 500,000
$ 1,558,150 $ 1L304,977 $ 1,090,650
Total Special Revenue Funds $ 3,942,068 $ 3,776,117 $ 3,605,133
* Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was
prepared, plus estimated revenues for the remainder of the fiscal year.
4/08 SCHEDULE C Page 4 of 10
TOWN OF MARANA
Summary by Fund Type of Revenues Other Than Property Taxes
Fiscal Year 2009
SOURCE OF REVENUES
__ _. -
ESTIMATED ACTUAL ESTIMATED
REVENUES REVENUES' REVENUES
2008 2008 2009
DEBT SERVICE FUNDS
Tangerine Farms Road Improvement Dist. $ $ $ 2,114,731
Other Debt Service Funds 900,000 900,000 900,000
CFD Debt Service 614,407
$ 900,000 $ 900,000 $ 3,629,138
Total Debt Service Funds $ 900,000 $ 900,000 $ 3,629,138
CAPITAL PROJECTS FUNDS
Transportation Fund $ 9,714,188 $ 7,930,150 $ 8,552,847
1/2 Cent Sales Tax Fund 145,521 103,450 35,370
Impact Fee Funds 2,780,879 1,323,000 1,700,325
Other Capital projects funds 41,123,540 19,456,700 38,840,614
$ 53,764,128 $ 28,813,300 $ 49,129,156
Tangerine Farms Road Improvement Dist. $ 287,450 $ 439,214 $ 172,240
Investment Income 72,188
CFD Capital Projects 3,833,709
$ 359,638 $ 439,214 $ 4,005,949
Total Capital Projects Funds $ 54,123,766 $ 29,252,514 $ 53,135,105
* Includes actual revenues recognized on the modified accrual or accrual b asis as of the date the proposed budget was
prepared, plus estimated revenues for the remainder of the fiscal year.
4/08 SCHEDULE C Page 5 of 10
TOWN OF MARANA
Summary by Fund Type of Other Financing Sources/<Uses> and Interfund Transfers
Fiscal Year 2009
OTHER FINANCING INTERFUND TRANSFERS
2009 2009
FUND SOURCES <USES> IN <OUT>
GENERAL FUND
Series 1997 Debt $ $ $ $ 163,593
Series 2003 Debt 1,378,829
Series 2004 Debt 637,975
LTAF 19,725
Other Grants 50,000
Airport 880,235
Total General Fund $ $ $ $ 3,130,357
SPECIAL REVENUE FUNDS
LTAF $ $ $ 19,725 $
Other Grants 50,000
Total Special Revenue Funds $ $ $ 69,725 $
DEBT SERVICE FUNDS
Series 1997 Debt $ $ $ 399,008 $
Series 2003 Debt 1,378,829
Series 2004 Debt 637,975
Other Debt Service 2,881,699
Total Debt Service Funds $ $ $ 5,297,511 $
CAPITAL PROJECTS FUNDS
Transportation fund $ $ $ $ 2,881,699
Other Agency 11,850,000
Total Capital Projects Funds $ 11,850,000 $ $ $ 2,881,699
PERMANENT FUNDS
$ $ $ $
Total Permanent Funds $ $ $ $
ENTERPRISE FUNDS
Water Utility $ 35,000,000 $ $ $ 235,415
Airport 880,235
Total Enterprise Funds $ 35,000,000 $ $ 880,235 $ 235,415
INTERNAL SERVICE FUNDS
$ $ $ $
Total Internal Service Funds $ $ $ $
4/08 SCHEDULE D
TOWN OF MARANA
Summary by Fund Type of Other Financing Sources/<Uses> and Interfund Transfers
OTHER FINANCING
2009
FUND SOURCES <USES>
TOTAL ALL FUNDS $ 46,850,000 $
Fiscal Year 2009
INTERFUND TRANSFERS
2009
IN <OUT>
$ 6,247,471 $ 6,247,471
4/08 SCHEDULE D
TOWN OF MARANA
Summary by Department of Expenditures/Expenses Within Each Fund Type
Fiscal Year 2009
FUND/DEPARTMENT
GENERAL FUND
Non-departmental
Mayor and Council
Town Clerk
Town Manager
Human Resources
Finance and Accounting
Legal
Public Information Office
Technology Serivices
Courts
SPECIAL REVENUE FUNDS
HURF
LTAF
MANTIS
HIDTA
Auto Theft
CDBG
Afforable Housing Revolving Fd.
LocaIJCEF
Local Tech Enhancement Fund
Fill-the-Gap
RICO
Other Grants
Total Special Revenue Funds
DEBT SERVICE FUNDS
Series 1997 Debt
Series 2003 Debt
Series 2004 Debt
Tangerine Farms ID Debt
CFD Debt
Other Debt
ADOPTED EXPENDITURE/
BUDGETED EXPENSE
EXPENDITURES/ ADJUSTMENTS
EXPENSES APPROVED
2008 2008
$ 3,169,580
189,608
323,726
1,195, 759
722,492
698,854
678,388
123,998
1,884,723
910,214
9,179,231
1,600,515
2,420,258
255,319
1, 304,748
2,422,620
429,841
128,152
3,730,214
3,849,000
$ 35,217,240
$ 2,334,575
159,436
61,975
47,653
61,975
275,000
50,000
12,250
59,950
5,000
108,602
1,100,000
$ 4,276,416
$ (15,000)
100
2,500
7,576
(5,250)
(53,500
169,417
(39,050)
58,730
100
(67,0392
529,806)
2,000
14,791
(99,500)
60,000
(111,000)
(217,000)
$ (321,931)
(4,961)
ACTUAL
EXPENDITURES/
EXPENSES*
2008
$ 2,230,917
167,697
294,567
1,135,532
560,169
510,668
624,871
73,240
1,491,012
808,740
8,493,139
1,152,543
2,402,359
235,578
1,250,303
2,805,922
183,449
103,337
3,070,904
2,745,050
$ 30,339,997
$ 1,437,235
78 425
53,056
1 ~8,UVV
60,000 45,721
er,auu
177,401
$ 55,039 $ 2,017,738
$ 404,450 $
1,375,500
641,500
4,UUt5,4SL
$ 404,450
1,375,500
641,500
I,L3b,Vy8
Total Debt Service Funds $ 6,429,932 $
CAPITAL PROJECTS FUNDS
Transportation Fund
1/2 Cent Sales Tax
Impact Fee Funds
HELP Loan Fund
Tangerine Farms ID
Other Capital Projects
CFD Capital Projects
Total Capital Projects Funds
ENTERPRISE FUNDS
Water Operating
Water Capital
Airport Operating
Airport CaDltal
Total Enterprise Funds
TOTAL ALL FUNDS
$ 3,658,048
$ 16,656,032 $ 145,792 $ 6,399,045
5,000,000
10,242 000 120,000 2,305,470
7,000,000 6,500,000
17,186,044 13,205,044
52,223,540 19,456,700
$ 108,307,616 $ 265,792 $ 47,866,259
$ 2,680,933 $ 1,000 $ 2,436,595
42,649,000 1,480,236
299,358 100 293,203
9,964,676 3,754,236
$ 55,593,967 $ 1,100 $ 7,964,270
$ 209,825,171 $ $ 91,846,312
BUDGETED
EXPENDITURES/
EXPENSES
2009
$ 3,165,504
217,308
366,668
1,586,553
672,686
695,584
880,471
116,661
1,885,687
946,501
9,717,641
1,584,147
3,739,004
294,791
1,376,296
3,067,970
328,365
272,939
4,351,361
2,302,000
$ 37,568,137
$ 2,835,575
134,750
61,975
52,000
61,975
300,000
218,000
13,950
65,750
5,000
94,373
550,000
$ 4,393,348
$ 399,010
1,378,830
637,975
2,114,731
510,551
1,047,747
$ 6,088,844
$ 16,577,886
5,000,000
13,482,485
S,`JO`J,34V
51,175,136
20,627,425
$ 110,832,272
$ 2,969,641
38,630,000
336,030
10,682,243
$ 52,617,914
$ 211,500,515
* Includes actual expenditures/expenses recognized on the modified accrual or accrual basis as of the date the proposed budget
was prepared, plus estimated expenditures/expenses for the remainder of the fiscal year.
4/08 SCHEDULE E
TOWN OF MARANA
Summary by Department of Expenditure s/Expenses
Fiscal Year 2009
ADOPTED EXPENDITURE/
BUDGETED EXPENSE ACTUAL BUDGETED
EXPENDITURES/ ADJUSTMENTS EXPENDITURES/ EXPENDITURES/
EXPENSES APPROVED EXPENSES* EXPENSES
DEPARTMENT/FUND 2008 2008 2008 2009
Non-departmental
General Fund $ 3,169,580 $ (15,000) $ $ 3,165,504
Tangerine Farms ID 146,995 136,685
Transportation Capital Projects 1,794,695 1,794,695
Other Grants 1,100,000 550,000
LTAF 94,725
Department Total $ 6,305,995 $ (15,000) $ $ 5,646,884
Court
General Fund $ 910,214 $ $ $ 946,501
Local JCEF 12,250 13,950
Fill-the-Gap 5,000 5,000
Local Tech Enhancement Fund 59,950 65,750
Department Total $ 987.414 $ $ $ 1.031.201
Operations and Maintenance
General Fund $ 2,420,258 $ (67,039) $ $ 3,961,004
Transportation Capital Projects 75,000
H URF 1,234,575 2,685,575
LTAF 64,711 134,750
Department Total $ 3.719,544 $ (67,039) $ $ 6,856.329
Public Works
General Fund $ 2,422,620 $ 14,791 $ $ 3,067,970
Transportation Capital Projects 70,792 4421500
Department Total $ 2.422.620 $ 85.583 $ $ 3.510.470
Police
General Fund $ 9,179,231 $ $ $ 9,717,641
RICO 108,602 94,373
H I DTA 47,653 52,000
MANTIS 61,975 61,975
Auto Theft 61,975 61,975
Department Total $ 9,459,436 $ $ $ 9,987,964
Includes actual expenditures/expenses recognized on the modified accrual or accrual basis as of the date the
proposed budget was prepared, plus estimated expenditures/expenses for the remainder of the fis cal year.
4/08 SCHEDULE F
TOWN COUNCIL
MEETING TOWN OF MARANA
INFORMATION
MEETING DATE: May 20, 2008 AGENDA ITEM: J. 5
TO: MAYOR AND COUNCIL
FROM: Erik Montague, Finance Director
SUBJECT: Resolution No. 2008-69: Resolution of the Town Council of the
Town of Marana, Arizona, approving the form and
authorizing the execution and delivery of a Combined Cortaro
Silverbell District Park Ground Lease And Fourth Supplement
to Amended and Restated Town Lease and Series 1992 Town
Lease, a Letter of Representation to Bond Purchase Contract
and a Series 2008 Continuing Disclosure Agreement;
approving the Execution and delivery by Town of Marana
Municipal Property Corporation of such Fourth Supplement
to Amended and Restated Town Lease and Series 1992 Town
Lease, a Series 2008 Supplemental Trust Indenture, an Escrow
Trust Agreement, a Financial Guaranty or Related Agreement
Necessary For Credit Enhancement and a Bond Purchase
Contract; approving an official statement; approving the
issuance of not to exceed $40,000,000 aggregate principal
amount of Town of Marana Municipal Property Corporation
Municipal Facilities Revenue Bonds, Series 2008; delegating to
the Manager of the Town of Marana, Arizona, and, in his
absence, the Finance Director of the Town Of Marana,
Arizona, the authority to determine various terms with respect
to the bonds and certain matters with respect to certain bonds
to be refunded with the proceeds of the sale thereof; providing
for the transfer of certain moneys for the payment thereof and
making certain covenants and agreements with respect
thereto; declaring, for purposes of Section 1.150-2 of the
Federal Treasury Regulations, official intent to be reimbursed
in connection with capital expenditures provided for hereby;
authorizing the taking of all other actions necessary to the
consummation of the transactions contemplated by this
resolution and declaring an emergency.
MMPC Series 2008 Authorization 5/14/08 12: 30 pm EM
DISCUSSION
Town Council adopted the fiscal year 2007-08 budget on June 26, 2007. Several high priority
capital projects were identified during the development of the Town's $164 million Capital
Improvement Plan (CIP) for fiscal year 2007-08. The overall CIP financing plan anticipated the
possible issuance of debt to fund portions of these priority projects.
On March 11, 2008, Staff and Town's Financial Advisor Mark Reader, Managing Director of
Stone & Youngberg presented the various financing alternatives available to the Town and
discussed some of the advantages and disadvantages of each financing alterative. Additionally,
projects under consideration for debt funding were also presented. The following projects and
estimates were provided:
Original
Project Current Available Funding Bonding Future Funds to
Project Cost Sources Regm't Estimate Redeem Debt
$S.OM PAG
Silverbell $4.6M PAG 12.6; 12.6 (Years
Road $21.1 $S.OM Trans $11.5 $10.5 2010-2012)
$1.SM PAG 12.6; $1.7M RTA
$4.4M RTA; (2010);
Camino de $3.SM 1/2 Cent $2.OM PC
Manana 31.0. Tax; $O.SM Trans 21.1 20.0 DIFO
Silverbell $3M Parks Impact
District Park 7.5 Fees 4.5 4.5
Airport Sewer
Improvements 1.2 1.2 1.2
$38.3 $36.2
Town staff has worked closely with the Town's Financial Advisor and Michael Cafiso,
Greenberg Traurig Bond Counsel in an effort to ensure that any bond issuance provides the
resources required to fund the Town's priority projects and maintain (at a minimum) the Town's
existing credit ratings (AA- Standard and Poor's and A+ FITCH).
Adoption of Resolution No. 2008-69 by Mayor and Council authorizes staff to proceed with the
sale of bonds in an amount to exceed $40,000,000 in Municipal Facilities Revenue Bonds.
Resolution No. 2008-69 also authorizes staff to execute any and all documents necessary to
complete the sale of bonds.
If approved, the bonds will be issued in two series. The Municipal Facilities Revenue Bonds,
Series 2008A (the "Series 2008A Bonds") and the Municipal Facilities Revenue Bonds, Series
2008B (the "Series 2008B Bonds") would be issued for the purpose of providing funds to:
(i) Acquire, construct, improve and extend, as applicable, sewer facilities, streets
and parks of the Town of Marana, Arizona (the "Town");
(ii) To refund and redeem the Bonds Being Refunded (as defined herein);
-2-
(iii) Fund a debt service reserve fund for the Series 2008 Bonds (or pay the
premium associated with a debt service reserve fund insurance policy or surety
bond); and
(iv) Pay costs in connection with the issuance of the Series 2008 Bonds.
Of this authorization, approximately $35,000,000 will be deposited in a construction fund and
$3,500,000 will be deposited in an escrow account to refund the outstanding portion of the Series
1997 Bonds at a savings of approximately $120,000.
The Series 2008B Bonds will be subject to optional and to extraordinary optional redemption
prior to maturity. As such, the Series 2008B Bonds are subject to redemption, in whole or in part
on any interest payment date. Staff anticipates calling portions of debt as future funds become
available.
Principal of and premium, if any, and interest on the Series 2008 Bonds will be payable from
rental payments to be paid by the Town to the Town of Marana Municipal Property Corporation
(the "Corporation") pursuant to a Combined Cortaro Silverbell District Park Ground Lease and
Fourth Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, to be
dated as of June 1, 2008.
FINANCIAL IMPACT
The issuance of debt/lease payment was incorporated in the annual budget.
ATTACHMENTS
Resolution No. 2008-69; Sources and Uses of Funds. Available for viewing in the Clerk's
Office are the Bond Purchase Agreement, Preliminary Official Statement, Escrow Trust
Agreement, Series 2008 Supplemental Trust Indenture and Fourth Supplement to Base Town
Lease.
RECOMMENDATION
Staff recommends approval of Resolution 2008-69.
SUGGESTED MOTION
I move to approve Resolution No. 2008-69.
-3-
MARANA RESOLUTION N0.2008-69
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF MARANA, ARIZONA,
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A
COMBINED CORTARO SILVERBELL DISTRICT PARK GROUND LEASE AND FOURTH
SUPPLEMENT TO AMENDED AND RESTATED TOWN LEASE AND SERIES 1992
TOWN LEASE, A LETTER OF REPRESENTATION TO BOND PURCHASE CONTRACT
AND A SERIES 2008 CONTINUING DISCLOSURE AGREEMENT; APPROVING THE
EXECUTION AND DELIVERY BY TOWN OF MARANA MUNICIPAL PROPERTY
CORPORATION OF SUCH FOURTH SUPPLEMENT TO AMENDED AND RESTATED
TOWN LEASE AND SERIES 1992 TOWN LEASE, A SERIES 2008 SUPPLEMENTAL
TRUST INDENTURE, AN ESCROW TRUST AGREEMENT, A FINANCIAL GUARANTY
OR RELATED AGREEMENT NECESSARY FOR CREDIT ENHANCEMENT AND A
BOND PURCHASE CONTRACT; APPROVING AN OFFICIAL STATEMENT;
APPROVING THE ISSUANCE OF NOT TO EXCEED $40,000,000 AGGREGATE
PRINCIPAL AMOUNT OF TOWN OF MARANA MUNICIPAL PROPERTY
CORPORATION MUNICIPAL FACILITIES REVENUE BONDS, SERIES 2008;
DELEGATING TO THE MANAGER OF THE TOWN OF MARANA, ARIZONA, AND, IN
HIS ABSENCE, THE FINANCE DIRECTOR OF THE TOWN OF MARANA, ARIZONA,
THE AUTHORITY TO DETERMINE VARIOUS TERMS WITH RESPECT TO THEBONDS
AND CERTAIN MATTERS WITH RESPECT TO CERTAIN BONDS TO BE REFUNDED
WITH THE PROCEEDS OF THE SALE THEREOF; PROVIDING FOR THE TRANSFER OF
CERTAIN MONEYS FOR THE PAYMENT THEREOF AND MAKING CERTAIN
COVENANTS AND AGREEMENTS WITH RESPECT THERETO; DECLARING, FOR PUR-
POSES OF SECTION 1.150-2 OF THE FEDERAL TREASURY REGULATIONS, OFFICIAL
INTENT TO BE REIMBURSED IN CONNECTION WITH CAPITAL EXPENDITURES
PROVIDED FOR HEREBY; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS
NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THIS RESOLUTION AND DECLARING AN EMERGENCY
WHEREAS, the Town of Marana Municipal Property Corporation, a nonprofit
corporation incorporated and existing pursuant to the laws of the State of Arizona (the
"Corporation"), was formed to transact any or all lawful business for which nonprofit
corporations may be incorporated under the laws of the State of Arizona, including, without
limiting the generality of the foregoing, any civic or charitable purpose such as financing the cost
of acquiring, constructing, reconstructing or improving buildings, equipment or other real and
personal properties suitable for use by and for leasing to the Town of Marana, Arizona (the
"Town"), or its agencies or instrumentalities; and
WHEREAS, the Town heretofore determined that it was beneficial to its citizens
(i) to acquire the water system owned by Clifford Ray Honea and Ethel Wynema Honea,
husband and wife, doing business as Honea Water Company (the "First Water System"),
consisting of certain real property and certain personal property (the "Initial First Water System
Improvements") with respect to the First Water System and (ii) to acquire the facility then being
used as the municipal complex for the Town (the "Municipal Complex"), consisting of certain
other real property and to make certain necessary improvements to the First Water System (the
"New First Water System Improvements" and collectively, with the Initial First Water System
Improvements, the "First Water System Improvements" and the acquisition of the First Water
System, the acquisition of the Municipal Complex and the making of the New First Water
System Improvements, collectively, the "First Project"); and
WHEREAS, the Corporation assisted the Town in financing the First Project; and
WHEREAS, in order to finance the costs of the First Project, the Corporation
issued its $280,000 aggregate principal amount of Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 1990, dated as of March 1, 1990, and its
$315,000 aggregate principal amount of Town of Marana Municipal Property Corporation
Municipal Facilities Revenue Bonds, Series 1992, dated as of June 1, 1992 (collectively, the
"Outstanding Bonds"); and
WHEREAS, the Town further heretofore determined that it was beneficial to its
citizens (i) to refinance the Outstanding Bonds and (ii)(A) to acquire the water systems known as
"Cortaro Marana" and "Marana Water Service" (collectively, the "Second Water Systems"),
consisting of certain real property and certain personal property (the "Second Water Systems
Improvements" and collectively, with the First Water System Improvements, the "Water System
Improvements") with respect to the Second Water Systems and (B) to (I) make certain improve-
ments to the Water System Improvements, (II) make certain road and related improvements and
construct improvements to increase traffic capacity on certain other roads, (III) acquire certain
real property upon which to construct a new municipal complex (the "Town Hall Property") and
(IV) make tenant improvements to certain office space leased to the Town, the property
described in clauses (B)(I), (II) and (IV) being as described on Exhibit E attached to the
hereinafter described Base Town Lease and collectively, with the acquisition of the Second
Water Systems and the project described in clause (B)(II), being referred to herein as the
"Second Project"; and
WHEREAS, the Corporation assisted the Town in refinancing the Outstanding
Bonds and in financing the Second Project; and
WHEREAS, in order to refinance the Outstanding Bonds and to finance the costs
of the Second Project, the Corporation issued its $8,175,000 aggregate principal amount of Town
of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 1997,
dated as of October 1, 1997 (the "Series 1997 Bonds"); and
WHEREAS, the Series 1997 Bonds and certain additional bonds on a parity
therewith have been as hereinafter described and shall be secured by a Trust Indenture, dated as
of October 1, 1997 (as supplemented, the "Indenture"), from the Corporation to Wells Fargo
Bank, National Association (formerly Norwest Bank Arizona, N.A.), as trustee (the "Trustee"),
pursuant to which is pledged, among other things, rental payments made pursuant to an
Amended and Restated Town Lease and Series 1992 Town Lease, dated as of October 1, 1997
(as amended and supplemented, the "Base Town Lease"), by and between the Corporation, as
lessor, and the Town, as lessee; and
WHEREAS, the Town also heretofore determined that it was beneficial to its
citizens to design, acquire, construct and equip the new municipal complex on the Town Hall
Property (the "Third Project"); provided, however, that pursuant to the Second Amendment to
Amended and Restated Town Lease and Series 1992 Town Lease, dated as of April 1, 2002, by
and between the Corporation, as lessor, and the Town, as lessee, certain additional property (the
"Operations Center Property") has been ground leased by the Town to the Corporation and
leased back by the Corporation to the Town, the Operations Center Property thereafter being
considered part of the Town Hall Property for all purposes of the First Supplement to Amended
and Restated Town Lease and Series 1992 Town Lease, dated as of February 1, 2000 (the "First
Supplement to Base Town Lease"), by and between the Corporation and the Town and certain
changes have been made to the description of the Town Hall Improvements to include a town
operations center to house public works, police, water, vehicle asset management and
information systems; and
WHEREAS, the Corporation assisted the Town in financing the Third Project;
and
WHEREAS, in order to finance the costs of the Third Project, the Corporation
issued its $10,000,000 aggregate principal amount of Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 2000, dated as of February 1, 2000 (the
"Series 2000 Bonds"), which are secured by the First Supplement to Base Town Lease; and
WHEREAS, pursuant to a Third Amendment to Amended and Restated Town
Lease and Series 1992 Town Lease, dated as of September 1, 2003, by and between the
Corporation, as lessor, and the Town, as lessee, a portion of the Operations Center Property has
been released from the provisions of the First Supplement to Base Town Lease and certain other
changes made for all purposes of the First Supplement to Base Town Lease; and
WHEREAS, the Town also heretofore determined that it was beneficial to its
citizens to design, acquire, construct and equip, as the case may be, additional parts of the new
municipal complex on the Town Hall Property (the "Fourth Project"); and
WHEREAS, the Corporation assisted the Town in financing the Fourth Project;
and
WHEREAS, in order to finance the costs of the Fourth Project, the Corporation
issued its $19,700,000 aggregate principal amount of Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 2003, dated as of the September 1, 2003
(the "Series 2003 Bonds"); and
WHEREAS, the Town also heretofore determined that it was beneficial to its
citizens to design, acquire, construct and equip, as the case may be, final parts of the new
municipal complex on the Town Hall Property (the "Fifth Project") and to refinance a portion of
the bonds heretofore issued by the Corporation; and
WHEREAS, the Corporation assisted the Town in financing the Fifth Project and
refinancing such bonds being refunded (the "Second Refunding"); and
WHEREAS, in order to finance the costs of the Fifth Project and the Second
Refunding, the Corporation issued its not to exceed $8,675,000 aggregate principal amount of
Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series
2004, to be dated as of August 1, 2004 (the "Series 2004 Bonds"); and
WHEREAS, the Town has now determined that it will be beneficial to its citizens
to design, acquire, construct and equip, as the case maybe, extensions and additions to the sewer
lines and interceptors in Silverbell Road and to the Town's Airport, extensions and
improvements to Camino de Marana and Dove Mountain Roads and improvements to Cortaro
Silverbell District Park as well as other sewer, transportation and park projects as described in
3
Exhibit B attached to the hereinafter described Series 2008 Town Lease (the "Sixth Project") and
to refinance a portion of the bonds heretofore issued by the Corporation (the "Bonds Being
Refunded"); and
WHEREAS, the Corporation desires to assist the Town in financing the Sixth
Project and refinancing the Bonds Being Refunded (the "Third Refunding"); and
WHEREAS, in order to finance the costs of the Sixth Project and the Third
Refunding, the Corporation and the Town deem it necessary and desirable for the Corporation to
sell and issue its not to exceed $40,000,000 aggregate principal amount of Town of Marana
Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2008, to be dated as
of the date established as the dated date for such bonds as provided herein and consisting of the
Municipal Facilities Revenue Bonds, Series 2008A (the "Series 2008A Bonds") and the
Municipal Facilities Revenue Bonds, Series 2008B (the "Series 2008B Bonds" and together with
the Series 2008A Bonds, the "Series 2008 Bonds"); and
WHEREAS, in connection with the sale and issuance of the Series 2008 Bonds,
the Corporation shall enter into a Combined Cortaro Silverbell District Park Ground Lease and
Fourth Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, to be
dated as of the first day of the month established as the dated date of the Series 2008 Bonds as
provided herein (the "Fourth Supplement to Base Town Lease"), with the Town pursuant to
which, among other things (i) the Corporation will extend the lease of the Existing Leased
Property (as such term is defined in the Fourth Supplement to Base Town Lease) to the Town,
lease back certain real property (the "Cortaro Silverbell Park Property") ground leased by the
Town pursuant thereto and lease the Sixth Project to the Town and (ii) the Town shall
(A) ground lease the Cortaro Silverbell Park Property to the Corporation and lease the same back
from the Corporation, extend the lease of the Existing Leased Property from the Corporation and
lease the Sixth Project from the Corporation and (B) as agent for the Corporation, agree to
design, acquire, construct and equip, as the case may be, the Sixth Project and provide for
matters related to the Third Refunding; and
WHEREAS, the Series 2008 Bonds shall be secured by the Indenture, as
supplemented by a Series 2008 Supplemental Trust Indenture, to be dated as of the first day of
the month established as the dated date of the Series 2008 Bonds as provided herein (the "Series
2008 Supplemental Indenture"), from the Corporation to the Trustee; and
WHEREAS, the Corporation has not made and does not intend to make any profit
by reason of any business or venture in which it may engage or by reason of the assistance it
renders the Town in financing the Sixth Project and the Third Refunding, and no part of the net
earnings of the Corporation, if any, shall ever inure to the benefit of any person, firm or
corporation except the Town; and
WHEREAS, it is contemplated that certain expenditures made by the Town with
regard to the Sixth Project will be reimbursed from the proceeds of the sale of the Series 2008
Bonds; and
WHEREAS, there have been placed on file with the Clerk of the Town and
presented at the meeting at which this Resolution was adopted (1) the proposed form of the
Series 2008 Supplemental Indenture, (2) the proposed form of the Fourth Supplement to Base
Town Lease, (3) the proposed form of the Escrow Trust Agreement, to be dated as of the first
day of the month established as the dated date of the Series 2008 Bonds as provided herein (the
"Escrow Trust Agreement"), by and between the Corporation and Wells Fargo Bank, National
Association, as escrow trustee, (4) the proposed form of a Series 2008 Continuing Disclosure
Agreement, to be dated the date of delivery of the Series 2008 Bonds (the "Undertaking"), by
and between the Town and the Trustee necessary for purposes of Securities and Exchange
Commission Rule 15c2-12, (5) the proposed form of the Bond Purchase Contract, to be dated the
date of the sale of the Series 2008 Bonds (the "Purchase Contract"), by and between the
Corporation and Stone & Youngberg LLC (the "Purchaser") for the purchase of the Series 2008
Bonds, including the Letter of Representations, to be dated the date of the sale of the Series 2008
Bonds (the "Letter of Representations"), from the Town and (6) the proposed form of the
Preliminary Official Statement, to be dated the date of the mailing thereof (the "Preliminary
Official Statement"), relating to the Bonds, which, with certain additions thereto, shall constitute
the Official Statement, dated the date of adoption hereof (the "Official Statement"), relating to
the Series 2008 Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL
OF THE TOWN OF MARANA, ARIZONA, THAT:
Section 1. The Mayor and Council of the Town hereby find and determine that
the approval and authorization of the financing of the Sixth Project and the Third Refunding and
the sale and issuance of the Series 2008 Bonds pursuant to the terms of the Fourth Supplement to
Base Town Lease and the Series 2008 Supplemental Indenture is in furtherance of the purposes
of the Town and in the public interest.
Section 2. The forms, terms and provisions of the Fourth Supplement to Base
Town Lease, the Undertaking and the Letter of Representations, in the form of such documents
(including the exhibits thereto) presented at the meeting at which this Resolution was adopted are
hereby approved, with such insertions, omissions and changes as shall be approved by the Mayor
or, in the absence thereof, Vice Mayor of the Town, the execution of such documents being
conclusive evidence of such approval, and the Mayor or, in the absence thereof, Vice Mayor and
Clerk of the Town are hereby authorized and directed, for and on behalf of the Town, to execute
and deliver and attest, respectively, the Fourth Supplement to Base Town Lease, the Undertaking
and the Letter of Representations as well as any other documents necessary in connection
therewith to provide for the issuance of the Series 2008 Bonds.
Section 3. The forms, terms and provisions of the Series 2008 Supplemental
Indenture, the Escrow Trust Agreement and the Purchase Contract in the form of such
documents (including exhibits thereto) presented at the meeting at which this Resolution was
adopted are also hereby approved, with such insertions, omissions and changes as shall be
approved by the President or, in the absence thereof, Vice President of the Corporation, the
execution of such documents (as well as of the Fourth Supplement to Base Town Lease) being
conclusive evidence of such approval, and the President or, in the absence thereof, Vice
President and Secretary of the Corporation are hereby authorized and directed, for and on behalf
of the Corporation, to execute and deliver and attest, respectively, the Fourth Supplement to Base
Town Lease, the Series 2008 Supplemental Indenture and the Purchase Contract as well as any
other documents necessary in connection therewith to provide for the issuance of the Series 2008
Bonds including any financial guaranty or related agreement necessary with respect to credit
enhancement for the Series 2008 Bonds.
Section 4. The use of the Preliminary Official Statement and the Official
Statement in connection with the sale of the Series 2008 Bonds is hereby approved. The
President and, in the absence thereof, Vice President of the Corporation are hereby authorized
and directed, for and on behalf of the Corporation, to sign the Official Statement when finalized.
Section 5. Appropriate representatives of the Corporation are hereby requested to
take any and all action necessary in connection with the sale and issuance of the Series 2008
Bonds and covenants that it shall do all things necessary to assist the Corporation therein.
Section 6. (A) The Town hereby approves the sale, issuance and delivery of the
Series 2008 Bonds, as hereinafter described, by the Corporation. The Series 2008 Bonds shall be
designated "Town of Marana Municipal Property Corporation Municipal Facilities Revenue
Bonds, Series 2008" and composed of two series: the Series 2008A Bonds to be designated
"Municipal Facilities Revenue Bonds, Series 2008A" and the Series 2008B Bonds to be
designated "Municipal Facilities Revenue Bonds, Series 2008B"; shall be issued in an aggregate
principal amount of not to exceed $40,000,000; shall be in the denomination of $5,000 of
principal amount or any integral multiple thereof and shall be fully registered bonds without
coupons as provided in the Indenture.
(B) The Manager of the Town and, in his absence, the Finance
Director of the Town are hereby authorized to determine on behalf of the Town and the
Corporation the date the Series 2008 Bonds are to be sold to the Purchaser; the total aggregate
principal amount of the Series 2008 Bonds which are to be issued (but not in excess of the
amount indicated hereinabove) and how much will be the Series 2008A Bonds and be the Series
2008B Bonds; the date the Series 2008 Bonds are to be dated; the dates on which interest on the
Series 2008 Bonds is to be payable; the rates per annum the Series 2008 Bonds are to bear; the
dates the Series 2008 Bonds are to mature, the principal amounts to mature on such dates and the
provisions for redemption of the Series 2008 Bonds in advance of such dates; the series
designations, maturity dates and principal amounts of the Bonds Being Refunded and the
determination of exercise of redemption provisions with respect to the Bonds Being Refunded;
the terms upon which the Series 2008 Bonds are to be sold to the Purchaser (including
determinations of price, original issue discount and premium and underwriting compensation);
and the provisions pursuant to which the Series 2008 Bonds are to be credit enhanced (including
determinations with respect to bond insurance and any surety bond or other instrument replacing
the need for depositing cash to the reserve fund for the Series 2008 Bonds); provided, however,
that the foregoing determinations shall not result in the yield on the Series 2008 Bonds,
calculated for federal income tax purposes, exceeding six and one half percent (6.5%).
(C) The form, terms and provisions of the Series 2008 Bonds and the
provisions for the signatures, authentication, payment, registration, transfer, exchange and
number shall be as set forth in the Series 2008 Supplemental Indenture and are hereby approved.
Section 7. The Town hereby requests the Corporation to sell the Series 2008
Bonds to the Purchaser in accordance with the terms of the Purchase Contract as such terms are
to be determined as provided herein.
Section 8. (A) For the payment of the principal of and premium, if any, and
interest on the Series 2008 Bonds, the Town shall pay and transfer to the Trustee the rental
payments provided for in Article I of the Fourth Supplement to Base Town Lease.
(B) To secure the payment of the rental payments provided for in
Article I of the Fourth Supplement to Base Town Lease and then any other amounts required to
be paid by the Town pursuant to the provisions of the Fourth Supplement to Base Town Lease,
the Town hereby pledges for the payment of the rental payments thereunder Town sales taxes,
State shared revenues, license and permit fees and fines and forfeitures which the Town now
collects, which the Town may collect in the future or which are allocated or apportioned to the
Town by the State of Arizona, any political subdivision thereof or any other governmental unit or
agency, EXCEPT the share of the Town of any taxes which by State of Arizona law, rule or
6
regulation must be expended for other purposes, such as the motor vehicle fuel tax (collectively,
the "Excise Taxes"). The Town intends that this pledge shall be a first lien upon the Excise
Taxes as will be sufficient to make the rental payments pursuant thereto. To the extent permitted
by applicable law, the Excise Taxes shall be retained and maintained so that the amount received
from the Excise Taxes all within and for the next preceding fiscal year shall be equal to at least
two (2) times the total of rental payments payable thereunder in any current fiscal year. If at any
time the Excise Taxes will not be sufficient to pay all current rental payments required pursuant
to the Fourth Supplement to Base Town Lease or if such amounts will not equal at least two (2)
times the rental payments in any current fiscal year, the Town shall impose new exactions of the
type of the Excise Taxes which shall be part of the Excise Taxes or increase the rates for the
Excise Taxes currently imposed in order that (i) the Excise Taxes will be sufficient to pay all
current rental payments and (ii) such amounts will be reasonably calculated to attain the level
required as described hereinabove.
(C) So long as any of the Series 2008 Bonds remain outstanding and
the principal and interest thereon shall be unpaid or unprovided for, the Town shall not further
encumber the Excise Taxes pledged pursuant to Article III of the Fourth Supplement to Base
Town Lease on a basis equal to the first lien pledge unless the Excise Taxes in the next preceding
fiscal year shall have amounted to at least three (3) times the highest combined interest and
principal requirements for any succeeding twelve (12) months' period for all of the Series 1997
Bonds, the Series 2000 Bonds, the Series 2003 Bonds, the Series 2004 Bonds and the Series
2008 Bonds then outstanding and any obligations issued on a parity of lien therewith which may
include any Additional Bonds (as such term is defined in the Indenture) proposed to be secured
by a pledge of the Excise Taxes.
(D) The obligation of the Town to make the rental payments provided
for in Article I of the Fourth Supplement to Base Town Lease is limited to payment from the
Excise Taxes, and the obligations of the Town under the Fourth Supplement to Base Town Lease
shall not constitute nor give rise to a general obligation of the Town or any claim against its ad
valorem taxing powers, or constitute an indebtedness within the meaning of any statutory or
constitutional debt limitation applicable to the Town.
follows:
Section 9. (A) The following terms shall have the meanings assigned thereto as
"official intent" means a declaration of intent of the Town to reimburse an
original expenditure with proceeds of an obligation.
"original expenditure" means an expenditure for a governmental purpose
that is originally paid from a source other than a reimbursement bond.
"reimbursement bond" means the portion of an issue of obligations
(including the Series 2008 Bonds) allocated to reimburse an original expenditure that was
paid before the issue date of such issue.
(B) This Resolution is official intent relating to reimbursement for
original expenditures relating to the Sixth Project which are capital expenditures (being any cost
of a type that is properly chargeable to a capital account (or would be so chargeable with a
proper election) under general federal income tax principles).
(C) On the date of this Resolution, the Mayor and Common Council of
the Town has a reasonable expectation (being that a prudent person in the same circumstances
would have based on all the objective facts and circumstances) that it will reimburse such
original expenditures with proceeds of obligations (including the reimbursement bonds for such
purposes) to be issued for the Sixth Project. (Official intents have not been declared by the
Mayor and Common Council of the Town as a matter of course or in amounts substantially in
excess of the amounts expected to be necessary for such projects. Moreover, the Mayor and
Common Council of the Town does not have a pattern (other than in extraordinary
circumstances) of failure to reimburse actual original expenditures covered by official intents.)
(D) With certain exceptions, an allocation in writing that evidences use
of proceeds of the reimbursement bonds to reimburse the original expenditures shall be made not
later than 18 months after the later of the date that the original expenditure is paid or the date the
project is "placed in service," but in no event more than 3 years after the original expenditure is
paid.
(E) This Resolution shall be included as of the date hereof in the
publicly available official records of the Town, such records being maintained and supervised by
the Clerk of the Town, being the main administrative office of the Town, and shall remain
available for public inspection on a reasonable basis.
Section 9. After any of the Series 2008 Bonds are delivered by the Trustee to the
Purchaser thereof upon receipt of payment therefor, this Resolution shall be and remain
irrepealable until the Series 1997 Bonds, the Series 2000 Bonds, the Series 2003 Bonds, the
Series 2004 Bonds and the Series 2008 Bonds and the interest thereon shall have been fully paid,
cancelled and discharged.
Section 10. If any section, paragraph, clause or provision of this Resolution shall
for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Resolution.
Section 11. All orders and resolutions or parts thereof, inconsistent herewith, are
hereby waived to the extent only of such inconsistency. This waiver shall not be construed as
reviving any order or resolution or any part thereof.
Section 12. The immediate operation of this Resolution is necessary for the
financing of the Sixth Project on the most attractive terms available to the Town and the
preservation of the public health and welfare; an emergency is hereby declared to exist; this
Resolution shall be in full force and effect from and after its passage and approval by the Mayor
and Council of the Town as required by law and this Resolution is hereby exempt from the
referendum provisions of the constitution and laws of the State of Arizona.
8
APPROVED AND ADOPTED BY THE MAYOR AND TOWN COUNCIL OF
THE TOWN OF MARANA, ARIZONA, THIS 20TH DAY OF MAY, 2008.
Honea, Mayor, Town of Marana, Arizona
ATTEST:
Jocelyn C. Bronson, Clerk, Town
of Marana, Arizona
APPROVED AS TO FORM:
Frank Cassidy, Town Attorney,
Town of Marana, Arizona
328191298v 1 4/23/2008
9
SOURCES AND USES OF FUNDS
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Municipal Fac.
MPC Excise Tax Rev. Refunding
Revenue Bonds, Bonds, Series
Sources: Series 2008 2008 Total
Bond Proceeds:
Paz Amount 34,925,000.00 3,405,000.00 38,330,000.00
Premium 1,036,768.80 125,069.70 1,161,838.50
35,961,768.80 3,530,069.70 39,491,838.50
Municipal Fac.
MPC Excise Tax Rev. Refunding
Revenue Bonds, Bonds, Series
Uses: Series 2008 2008 Total
Project Fund Deposits:
Construction Fund
Refunding Escrow Deposits:
Cash Deposit
Delivery Date Expenses:
Cost of Issuance
Underwriter's Discount
Bond Insurance @ 60 bps
35,000,000.00 35,000,000.00
3,439,050.00 3,439,050.00
273,349.85 26,650.15 300,000.00
349,250.00 34,050.00 383,300.00
337,760.85 28,285.95 366,046.80
960,360.70 88,986.10 1,049,346.80
Other Uses of Funds:
Additional Proceeds 1,408.10 2,033.60 3,441.70
35,961,768.80 3,530,069.70 39,491,838.50
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 1
BOND DEBT SERVICE
eriod
Ending Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date 07/01 /2008
Delivery Date 07/01/2008
Debt
Principal Coupon Interest Service
nnual
Debt
Service
01/01/2009 35,000 4.000% 906,925 941,925
07/01/2009 906,225 906,225 1,848,150
01/01/2010 110,000 4.000% 906,225 1,016,225
07/01/2010 110,000 4.000% 904,025 1,014,025 2,030,250
01/01/2011 760,000 4.000% 901,825 1,661,825
07/01/2011 765,000 4.000% 886,625 1,651,625 3,313,450
01/01/2012 795,000 4.000% 871,325 1,666,325
07/01/2012 790;000 4.000% 8SS,42S 1,64S,42S 3,311,750
01/01/2013 815,000 4.000% 839,625 1,654,625
07/01/2013 810,000 4.000% 823,325 1,633,325 3,287,950
01/01/2014 840,000 4.000% 807,125 1,647,125
07/01/2014 850,000 4.000% 790,325 1,640,325 3,287,450
01/01/2015 880,000 4.000% 773,325 1,653,325
07/01/2015 875,000 4.000% 7SS,72S 1,630,725 3,284,OS0
01/01/2016 910,000 4.000% 738,225 1,648,225
07/01/2016 920,000 4.000% 720,025 1,640,025 3,288,250
01/01/2017 950,000 5.000% 701,625 1,651,625
.07/01/2017 950,000 5.000% 677,875 1,627,875 3,279,500
01/01/2018 1,000,000 5.000% 654,125 1,654,125
07/01/2018 1,000,000 5.000% 629,125 1,629,125 3,283,250
01/01/2019 1,OSS,000 5.000% 604,125 1,659,125
07/01/2019 1,OS0,000 5.000% 577,750 1,627,750 3,286,875
01/01/2020 1,1OS,000 5.000% SS1,S00 1,6S6,S00
07/01/2020 1,100,000 5.000% 523,875 1,623,875 3,280,375
01/01/2021 1,160,000 5.000% 496,375 1,656,375
,07/01/2021 1,160,000 5.000% 467,375 1,627,375 3,283,750
01/01/2022 1,220,000 5.000% 438,375 1,658,375
07/01/2022 1,220,000 5.000% 407,875 1,627,875 3,286,250
01/01/2023 1,1OS,000 5.000% 377,375 1,482,375
07/01/2023 1,110,000 5.000% 349,750 1,4S9,7S0 2,942,125
01/01/2024 1;165,000 5.000% 322,000 1,487,000
07/01/2024 1,165,000 5.000% 292,875 1,457,875 2,944,875
01/01/2025 1,220,000 5.000% 263,750 1,483,750
07/01/2025 1,225,000 5.000% 233,250 1,4S8,2S0 2,942,000
01/01/2026 1,285,000 5.000% 202,625 1,487,625
07/01/2026 1,285,000 5.000% 170,500 1,4SS,S00 2,443,125
01/01/2027 1,350,000 5.000% 138,375 1,488,375
07/01/2027 1,350,000 5.000% 104,625 1,454,625 2,943,000
01/01/2028 1,415,000 5.000% 70,875 1,48S,87S
07/01/2028 1,420,000 5.000% 3S,S00 1,4SS,S00 2,941,375
38,330,000 22,677,800 61,007,800 61,007,800
May 13, 2008 11:53 am Prepazed by Stone & Youngberg LLC Page 2
BOND DEBT SERVICE
Town of Marana, Arizona
MPC Excise Tax Revenue Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Period
Ending
Principal
Coupon
Interest
Debt
Service Annual
Debt
Service
01/01/2009 830,075 830,075
07/01/2009 830,075 830,075 1,660,150
01/01/2010 830,075 830,075
07/01/2010 830,075 830,075 1,660,150
01/01/2011 645,000 4.000% 830,075 1,475,075
07/01/2011 650,000 4.000% 817,175 1,467,175 2,942,250
01/01/2012 675,000 4.000% 804,175 1,479,175
07/01/2012 675,000 4.000% 790,675 1,465,675 2,944,850
01/01/2013 705,000 4.000% 777,175 1,482,175
07/01/2013 700,000 4.000% 763,075 1,463,075 2,945,250
01/01/2014 725,000 4.000% 749,075 1,474,075
07/01/2014 735,000 4.000% 734,575 1,469,575 2,943,650
01/01/2015 760,000 4.000% 719,875 1,479,875
07/01/2015 760,000 4.000% 704,675 1,464,675 2,944,550
01/01/2016 785,000 4.000% 689,475 1,474,475
07/01/2016 795,000 4.000% 673,775 1,468,775 2,943,250
01/01/2017 820,000 5.000% 657,875 1,477,875
07/01/2017 825,000 5.000% 637,375 1,462,375 2,940,250
01/01/2018 865,000 5.000% 616,750 1,481,750
07/01/2018 865,000 5.000% 595,125 1,460,125 2,941,875
01/01/2019 910,000 5.000% 573,500 1,483,500
07/01/2019 910,000 5.000% 550,750 1;460,750 2,944,250
01/01/2020 955,000 5.000% 528,000 1,483,000
07/01/2020 955,000 5.000% 504,125 1,459,125 2,942,125
01/01/2021 1,000,000 5.000% 480,250 1,480,250
07/01/2021 1,005,000 5.000% 455,250 1,460,250 2,940,500
01/01/2022 1,055,000 5.000% 430,125 1,485,125
07/01/2022 1,055,000 5.000% 403,750 1,458,750 2,943,875
01/01/2023 1,105,000 5.000% 377,375 1,482,375
07/01/2023 1,110,000 5.000% 349,750 1,459,750 2,942,125
01/01/2024 1,165,000 5.000% 322,000 1,487,000
07/01/2024 1,165,000 5.000% 292,875 1,457,875 2,944,875
.01/01/2025 1,220,000 5.000% 263,750 1,483,750
07/01/2025 1,225,000 5.000% 233,250 1,458,250 2,942,000
01/01/2026 1,285,000 5.000% 202,625 1,487,625
07/01/2026 1,285,000 5.000% 170,500 1,455,500 2,943,125
01/01/2027 1,350,000 5.000% 138,375 1,488,375
07/01/2027 1,350,000 5.000% 104,625 1,454,625 2,943,000
01/01/2028 1,415,000 5.000% 70,875 1,485,875
07/01/2028 1,420,000 5.000% 35,500 1,455,500 2,941,375
34,925,000 21,368,475 56,293,475 56,293,475
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 3
eriod
Ending BOND DEBT SERVICE
Town of Marana, Arizona
Municipal Fac. Rev. Refunding Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Debt
Principal Coupon Interest Service
nnual
Debt
Service
01/01/2009 35,000 4.000% 76,850 111,850
07/01/2009 76,150 76,150 188,000
01/01/2010 110,000 4.000% 76,150 186,150
07/01/2010 110,000 4.000% 73,950 183,950 370,100
01/01/2011 115,000 4.000% 71,750 186,750
07/01/2011 115,000 4.000% 69,450 184,450 371,200
01/01/2012 120,000 4.000% 67,150 187,150
07/01/2012 115,000 4.000% 64,750 179,750 366,900
01/01/2013 110,000 4.000% 62,450 172,450
07/01/2013 110,000 4.000% 60,250 170,250 342,700
01/01/2014 115,000 4.000% 58,050 173,050
07/01/2014 115,000 4.000% 55,750 170,750 343,800
01/01/2015 120,000 4.000% 53,450 173,450
07/01/2015 115,000 4.000% 51,050 166,050 339,500
01/01/2016 125,000 4.000% 48,750 173,750
07/01/2016 125,000 4.000% 46,250 171,250 345,000
01/01/2017 130,000 5.000% 43,750 173,750
07/01/2017 125,000 5.000% 40,500 165,500 339,250
01/01/2018 135,000 5.000% 37,375 172,375
07/01/2018 135,000 5.000% 34,000 169,000 341,375
01/01/2019 145,000 5.000% 30,625 175,625
07/01/2019 140,000 5.000% 27,000 167,000 342,625
01/01/2020 150,000 5.000% 23,500 173,500
07/01/2020 145,000 5.000% 19,750 164,750 338,250
Ol /01/2021 160,000 5.000% 16,125 176,125
07/01/2021 155,000 5.000% 12,125 167,125 343,250
01/01/2022 165,000 5.000% 8,250 173,250
07/01/2022 165,000 5.000% 4,125 169,125 342,375
3,405,000 1,309,325 4,714,325 4,714,325
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 4
BOND SUMMARY STATISTICS
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Last Maturity 07/01/2028
Arbitrage Yield 4.605963%
True Interest Cost (TIC) 4.738555%
Net Interest Cost (NIC) 4.716035%
All-In TIC 4.827146%
Average Coupon 4.883694%
Average Life (years) 12.115
Duration of Issue (years) 8.913
Par Amount 38,330,000.00
Bond Proceeds 39,491,838.50
Total Interest 22,677,800.00
Net Interest 21,899,261.50
Total Debt Service 61,007,800.00
Maximum Annual Debt Service 3,313,450.00
Average Annual Debt Service 3,050,390.00
Underwriter's Fees. (per $1000)
Average Takedown
Other Fee 10.000000
Total Underwriter's Discount 10.000000
Bid Price 102.031147
Paz Average Average PV of 1 by
Bond Component Value Price Coupon Life change
Serial Bond 38,330,000.00 103.031 4.884% 12.115 27,466.55
38,330,000.00 12.115 27,466.55
All-In Arbitrage
TIC TIC Yield
Paz Value 38,330,000.00 38,330,000.00 38,330,000.00
+ Accrued Interest
+ Premium (Discount) 1,161,838.50 1,161,838.50 1,161,838.50
-Underwriter's Discount -383,300.00 -383,300.00
- Cost of Issuance Expense -300,000.00
- Other Amounts -366,046.80 -366,046.80 -366,046.80
Target Value 38,742,491.70 38,442,491.70 39,125,791.70
Target Date 07/01/2008 07/01/2008 07/01/2008
Yield 4.738555% 4.827146% 4.605963%
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 5
BOND PRICING
Maturity
Bond Component Date Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Amount Rate Yield Price
Yield to
Maturity
Premium
(-Discount)
Serial Bond:
01/01/2009 35,000 4.000% 2.880% 100.715 280.28
07/01/2009 4.000% 2.880% .101.422
01/01/2010 110,000 4.000°/u 2.800% 101.750 1,925.00
07/01/2010 110,000 4.000% 2.800% 102.318 2,549.80
01/01/2011 760,000 4.000% 3.100% 102.149 16,332.40
07/01/2011 765,000 4.000% 3.100% 102.889 19,576.35
01/01/2012 795,000 4.000% 3.320% 102.229 17,720.88
07/01/2012 790,000 4.000% 3.320% 102.527 19,963.30
01/01/2013 815,000 4.000% 3.470% 102.190 17,848.50
07/01/2013 810,000 4.000% 3.470% 102.413 19,848.30
01/01/2014 840,000 4.000% 3.570% 102.130 17,892.00
07/01/2014 850,000 4.000% 3.570% 102.304 19,584.00
01/01/2015 880,000 4.000% 3.730% 101.848 13,596.00
07/01/2015 875,000 4.000% 3.730% 101.649 14,428.75
01/01/2016 910,000 4.000% 3.870% 100.839 7,634.90
07/01/2016 920,000 4.000% .3.870% 100.887 8,160.40
01/01/2017 950,000 5.000% 4.010% 107.071 67,174.50
07/01/2017 950,000 5.000% 4.010% 107.417 70,461.50
01/01/2018 1,000,000 5.000% 4.140% 106.698 66,980.00
07/01/2018 1,000,000 5.000% 4.140% 106.983 69,830.00
01/01/2019 1,088,000 5.000% 4.260% 108.974 C 4.287% 63,025.70
07/01/2019 1,080,000 5.000% 4.260% 108.974 C 4.312% 62,727.00
01/01/2020 1,108,000 5.000% 4.380% 104.977 C 4.443% 54,998.88
07/01/2020 1,100,000 5.000% 4.380% 104.977 C 4.460% 54,747.00
01/01/2021 1,160,000 5.000% 4.480% 104.154 C 4.560% 48,186.40
07/01/2021 1,160,000 5.000% 4.480% 104.184 C 4.573% 48,186.40
01/01/2022 1,220,000 5.000% 4.560% 103.501 C 4.648% 42,712.20
07/01/2022 1,220,000 5.000% 4.560% 103.501 C 4.657% 42,712.20
01/01/2023 1,108,000 5.000% 4.630% 102.935 C 4.718% 32,431.75
07/01/2023 1,110,000 5.000% 4.630% 102.935 C 4.725% 32,878.80
01/01/2024 1,165,000 5.000% 4.690% 102.452 C 4.774% 28,868.80
07/01/2024 1,165,000 5.000% .4.690% 102.452 C 4.779% 28,868.80
01/01/2025 1,220,000 5.000% 4.740% 102.081 C 4.818% 25,022.20
07/01/2025 1,225,000 5.000% 4.740% 102.081 C 4.822% 25,124.75
01/01/2026 1,285,000 5.000% 4.790% 101.653 C 4.859% 21,241.08
07/01/2026. 1,285,000 5.000% 4,790% 101.653 C 4.861% 21,241.08
01/01/2027 1,350,000 5.000% 4.840% 101.256 C 4.896% 16,956.00
07/01/2027 1,350,000 5.000% 4.840% 101.256 C 4.898% 16,956.00
01/01/2028 1,415,000 5.000% 4.890% 100.861 C 4.931% 12,183.15
07/01/2028 1,420,000 5.000% 4.890% 100.861 C 4.932% 12,226.20
38,330,000 1,161,838.50
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 6
BOND PRICING
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date
Delivery Date
First Coupon
07/01/2008
07/01/2008
01/01/2009
Par Amount
Premium
38,330,000.00
1,161,838.50
Production 39,491,838.50 103.031147%
Underwriter's Discount -383,300.00 -1.000000%
Purchase Price
Accrued Interest
39,108,538.50 102.031147%
Net Proceeds
39,108,538.50
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 7
SUMMARY OF BONDS REFUNDED
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Maturity Interest Par Call
Bond Date Rate Amount Date-
Call
Price
Municipal Facilities Revenue Bonds, Series 1997:
CALL_SER 07/01/2009 4.800% 110,000.00 07/01/2008 101.000
01/01/2010 4.900% 100,000.00 07/01/2008 101.000
07/01/2010 4.900% 105,000.00 07/01/2008 101.000
01/01/2011 5.000% 105,000.00 07/01/2008 101.000
07/01/2011 5.000% 110,000.00 07/01/2008 101.000
01/01/2012 5.100% 105,000.00 07/01/2008 101.000
07/01/2012 5.100% 115,000.00 07/01/2008 101.000
01/01/2013 5.100% 105,000.00 07/01/2008 101.000
07/01/2013 5.100% 105,000.00 07/01/2008 101.000
CALLTERM 07/01/2022 5.250% 2,445,000.00 07/01/2008 101.000
3,405,000.00
May 13, 2008 11:53 am Prepazed by Stone & Youngberg LLC Page 8
SUMMARY OF REFUNDING RESULTS
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date 07/01 /2008
Delivery Date 07/01/2008
Arbitrage yield 4.605963%
Escrow yield
Bond Par Amount 3,405,000.00
True Interest Cost 4.412146%
Net Interest Cost 4.390685%
Average Coupon 4.718713%
Average Life 8.149
Par amount of refunded bonds 3,405,000.00
Average coupon of refunded bonds 5.228323%
Average life of refunded bonds 8.093
PV of prior debt to 07/01/2008 @ 4.605963% 3,540,910.40
Net PV Savings 118,884.11
Percentage savings of refunded bonds 3.491457%
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 9
SAVINGS
ate Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Prior Refunding Annual
Debt Service Debt Service Savings Savings
Present Value
to 07/01/2008
@ 4.6059629%
01/01/2009 88,183.75 111,850.00 -23,666.25 -23,133.49
07/01/2009 198,183.75 76,150.00 122,033.75 98,367.50 116,601.30
01/01/2010 185,543.75 186,150.00 -606.25 -566.22
07/01/2010 188,093.75 183,950.00 4,143.75 3,537.50 3,783.04
01/01/2011 185,521.25 186,750.00 -1,228.75 -1,096.53
07/01/2011 187,896.25 184,450.00 3,446.25 2,217.50 3,006.19
01/01/2012 180,146.25 187,150.00 -7,003.75 -5,971.90
07/01/2012 187,468.75 179,750.00 7,718.75 715.00 6,433.40
01/01/2013 174,536.25 172,450.00 2,086.25 1,699.70
07/01/2013 171,858.75 170,250.00 1,608.75 3,695.00 1,281.17
01 /01/2014 174,181.25 173,050.00 1,131.25 880.62
07/01/2014 171,293.75 170,750.00 543.75 1,675.00 413.75
01/01/2015 173,406.25 173,450.00 -43.75 -32.54
07/01/2015 170,387.50 166,050.00 4,337.50 4,293.75 .3,153.58
01/01/2016 172,368.75 173,750.00 -1,381.25 -981.63
07/01/2016 174,218.75 171,250.00 2,968.75 1,587.50 2,062.34
01/01/2017 170,937.50 173,750.00 -2,812.50 -1,909.82
07/01/2017 172,656.25 165,500.00 7,156.25 4,343.75 4,750.03
01/01/2018 174,243.75 172,375.00 1,868.75 1,212.48
07/01/2018 170,700.00 169,000.00 1,700.00 3,568.75 1,078.16
01/01/2019 172,156.25 175,625.00 -3,468.75 -2,150.40
07/01/2019 173,481.25 167,000.00 6,481.25 3,012.50 3,927.50
01/01/2020 169,675.00 173,500.00 -3,825.00 -2,265.69
07/01/2020 170,868.75 164,750.00 6,118.75 2,293.75 3,542.78
01/01/2021 171,931.25 176,125.00 -4,193.75 -2,373.53
07/01/2021 172,862.50 167,125.00 5,737.50 1,543.75 3,174.15
01/01/2022 173,662.50 173,250.00 412.50 223.07
07/01/2022 169,331.25 169,125.00 206.25 618.75 109.02
4,845,795.00 4,714,325.00 131,470.00 131,470.00 116,850.51
Savings Summary
PV of savings from cash flow
Plus: Refunding funds on hand
Net PV Savings
116,850.51
2,033.60
118,884.11
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 10
1VIARANA 1VIUNICIPAL PROPERTY CORPORATION (1VIMPC)
1VIEETING NOTICE AND AGENDA
COUNCIL CIIAIVIBERS
11555 W. CIVIC CENTER DRIVE,IVIARANA~ ARIZONA 85653
NIAY 20, 2008 at or after 7:00 P.NI.
Board Members:
Chairperson
Vice Chair
Secretary
A. CALL TO ORDER
B. BOARD ACTION
Carol McGoxray
Herb Kai
Hurvie Davis
Roger Forrester
Dan Sullivan
1. MMPC Resolution No. 2008-O1: resolution of the board of directors of Town of
Marana Municipal Property Corporation authorizing the issuance of its not to
exceed $40,000,000 aggregate principal amount of municipal facilities revenue
bonds, Series 2008, for the purpose of refinancing certain bonds of the
corporation and financing certain projects for the Town of Marana, Arizona;
delegating to the manager of the Town of Marana, Arizona, and, in his absence,
the finance director of the Town of Marana, Arizona, the authority to determine
various terms with respect to the bonds and certain matters with respect to the
bonds being refunded; providing for the application of the proceeds from the
sale of the bonds; approving the form of and authorizing the execution and
delivery by the corporation of a series 2008 supplemental trust indenture appro-
priate for the protection and disposition of revenues and further securing the
payment of the bonds, a Combined Cortaro Silverbell District Park Ground
Lease and Fourth Supplement to Amended and Restated Town Lease and Series
1992 Town Lease, an escrow trust agreement, any financial guaranty or related
agreement necessary with respect to credit enhancement and a bond purchase
contract and approving an official statement relating to the bonds (Erik
Montague)
C. ADJOURNMENT.
1
TOWN COUNCIL
MEETING
INFORMATION
MARANA MUNICIPAL
PROPERTY CORPORATION
(MMPC)
MEETING DATE: May 20, 2008 AGENDA ITEM: B. 1
TO: MAYOR AND COUNCIL
FROM: Erik Montague, Finance Director
SUBJECT: MMPC Resolution No. 2008-01: Resolution of the board of
directors of Town of Marana Municipal Property
Corporation authorizing the issuance of its not to exceed
$40,000,000 aggregate principal amount of municipal facili-
ties revenue bonds, Series 2008, for the purpose of
refinancing certain bonds of the corporation and financing
certain projects for the Town of Marana, Arizona;
delegating to the manager of the town of Marana, Arizona,
and, in his absence, the finance director of the Town of
Marana, Arizona, the authority to determine various terms
with respect to the bonds and certain matters with respect
to the bonds being refunded; providing for the application
of the proceeds from the sale of the bonds; approving the
form of and authorizing the execution and delivery by the
corporation of a series 2008 supplemental trust indenture
appropriate for the protection and disposition of revenues
and further securing the payment of the bonds, a
Combined Cortaro Silverbell District Park Ground Lease
and Fourth Supplement to Amended and Restated Town
Lease and Series 1992 Town Lease, an escrow trust
agreement, any financial guaranty or related agreement
necessary with respect to credit enhancement and a bond
purchase contract and approving an official statement
relating to the bonds.
DISCUSSION
Town has determined that it will be beneficial to its citizens to design, acquire, construct and
equip, as the case may be, extensions and additions to the sewer lines and interceptors in
Silverbell Road and to the Town's Airport, extensions and improvements to Camino de Marana
and Dove Mountain Roads and improvements to Cortaro Silverbell District Park as well as other
sewer, transportation and park projects.
Adoption of MMPC Resolution No. 2008-01 by the Board authorizes staff to proceed with the
sale of bonds in an amount to exceed $40,000,000 in Municipal Facilities Revenue Bonds.
MMPC Resolution No. 2008-01 also authorizes staff to execute any and all documents necessary
to complete the sale of bonds.
MMPC Series 2008 Authorization 5/ 14/08 12: 30 pm EM
If approved, the bonds will be issued in two series. The Municipal Facilities Revenue Bonds,
Series 2008A (the "Series 2008A Bonds") and the Municipal Facilities Revenue Bonds, Series
2008B (the "Series 2008B Bonds") would be issued for the purpose of providing funds to:
(i) Acquire, construct, improve and extend, as applicable, sewer facilities, streets
and parks of the Town of Marana, Arizona (the "Town");
(ii) To refund and redeem the Bonds Being Refunded (as defined herein);
(iii) Fund a debt service reserve fund for the Series 2008 Bonds (or pay the
premium associated with a debt service reserve fund insurance policy or surety
bond); and
(iv) Pay costs in connection with the issuance of the Series 2008 Bonds.
Of this authorization, approximately $35,000,000 will be deposited in a construction fund and
$3,500,000 will be deposited in an escrow account to refund the outstanding portion of the Series
1997 Bonds at a savings of approximately $120,000.
The Series 2008B Bonds will be subject to optional and to extraordinary optional redemption
prior to maturity. As such, the Series 2008B Bonds are subject to redemption, in whole or in part
on any interest payment date. Staff anticipates calling portions of debt as future funds become
available.
Principal of and premium, if any, and interest on the Series 2008 Bonds will be payable from
rental payments to be paid by the Town to the Town of Marana Municipal Property Corporation
(the "Corporation") pursuant to a Combined Cortaro Silverbell District Park Ground Lease and
Fourth Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, to be
dated as of June 1, 2008
FINANCIAL IMPACT
The issuance of debt/lease payment was incorporated in the annual budget.
ATTACHMENTS
MMPC Resolution No. 2008-01; Sources and Uses of Funds. Available for viewing in the
Clerk's Office are the Preliminary Official Statement, Bond Purchase Agreement, Escrow Trust
Agreement, Series 2008 Supplemental Trust Indenture and Fourth Supplement to Base Town
Lease.
RECOMMENDATION
Staff recommends approval of MMPC Resolution No. 2008-01.
SUGGESTED MOTION
I move to approve MMPC Resolution No. 2008-01.
-2-
MARANA MUNICIPAL PROPERTY
CORPORATION
MMPC RESOLUTION N0.2008-01
RESOLUTION OF THE BOARD OF DIRECTORS OF TOWN
OF MARANA MUNICIPAL PROPERTY CORPORATION
AUTHORIZING THE ISSUANCE OF ITS NOT TO EXCEED
$40,000,000 AGGREGATE PRINCIPAL AMOUNT OF
MUNICIPAL FACILITIES REVENUE BONDS, SERIES 2008,
FOR THE PURPOSE OF REFINANCING CERTAIN BONDS
OF THE CORPORATION AND FINANCING CERTAIN
PROJECTS FOR THE TOWN OF MARANA, ARIZONA;
DELEGATING TO THE MANAGER OF THE TOWN OF
MARANA, ARIZONA, AND, IN HIS ABSENCE, THE
FINANCE DIRECTOR OF THE TOWN OF MARANA,
ARIZONA, THE AUTHORITY TO DETERMINE VARIOUS
TERMS WITH RESPECT TO THE BONDS AND CERTAIN
MATTERS WITH RESPECT TO THE BONDS BEING
REFUNDED; PROVIDING FOR THE APPLICATION OF THE
PROCEEDS FROM THE SALE OF THE BONDS; APPROVING
THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY BY THE CORPORATION OF A SERIES 2008
SUPPLEMENTAL TRUST INDENTURE APPROPRIATE FOR
THE PROTECTION AND DISPOSITION OF REVENUES AND
FURTHER SECURING THE PAYMENT OF THE BONDS, A
COMBINED CORTARO SILVERBELL DISTRICT PARK
GROUND LEASE AND FOURTH SUPPLEMENT TO
AMENDED AND RESTATED TOWN LEASE AND SERIES
1992 TOWN LEASE, AN ESCROW TRUST AGREEMENT,
ANY FINANCIAL GUARANTY OR RELATED AGREEMENT
NECESSARY WITH RESPECT TO CREDIT ENHANCEMENT
AND A BOND PURCHASE CONTRACT AND APPROVING
AN OFFICIAL STATEMENT RELATING TO THE BONDS
WHEREAS, the Town of Marana Municipal Property Corporation (the
"Corporation") was formed to transact any or all lawful business for which nonprofit
corporations may be incorporated under the laws of the State of Arizona, including, without
limiting the generality of the foregoing, any civic or charitable purpose such as financing the cost
of acquiring, constructing, reconstructing or improving buildings, equipment or other real and
personal properties suitable for use by and for leasing to the Town of Marana, Arizona (the
"Town"), or its agencies or instrumentalities; and
WHEREAS, the Town heretofore determined that it was beneficial to its citizens
(i) to acquire the water system owned by Clifford Ray Honea and Ethel Wynema Honea,
husband and wife, doing business as Honea Water Company (the "First Water System"),
consisting of certain real property and certain personal property (the "Initial First Water System
Improvements") with respect to the First Water System and (ii) to acquire the facility then being
used as the municipal complex for the Town (the "Municipal Complex"), consisting of certain
other real property and to make certain necessary improvements to the First Water System (the
"New First Water System Improvements" and collectively, with the Initial First Water System
Improvements, the "First Water System Improvements" and the acquisition of the First Water
System, the acquisition of the Municipal Complex and the making of the New First Water
System Improvements, collectively, the "First Project"); and
WHEREAS, the Corporation assisted the Town in financing the First Project; and
WHEREAS, in order to finance the costs of the First Project, the Corporation
issued its $280,000 aggregate principal amount of Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 1990, dated as of March 1, 1990, and its
$315,000 aggregate principal amount of Town of Marana Municipal Property Corporation
Municipal Facilities Revenue Bonds, Series 1992, dated as of June 1, 1992 (collectively, the
"Outstanding Bonds"); and
WHEREAS, the Town further heretofore determined that it was beneficial to its
citizens (i) to refinance the Outstanding Bonds and (ii)(A) to acquire the water systems known as
"Cortaro Marana" and "Marana Water Service" (collectively, the "Second Water Systems"),
consisting of certain real property and certain personal property (the "Second Water Systems
Improvements" and collectively, with the First Water System Improvements, the "Water System
Improvements") with respect to the Second Water Systems and (B) to (I) make certain improve-
ments to the Water System Improvements, (II) make certain road and related improvements and
construct improvements to increase traffic capacity on certain other roads, (III) acquire certain
real property upon which to construct a new municipal complex (the "Town Hall Property") and
(IV) make tenant improvements to certain office space leased to the Town, the property
described in clauses (B)(I), (II) and (IV) being as described on Exhibit E attached to the
hereinafter described Base Town Lease and collectively, with the acquisition of the Second
Water Systems and the project described in clause (B)(II), being referred to herein as the
"Second Project"; and
WHEREAS, the Corporation assisted the Town in refinancing the Outstanding
Bonds and in financing the Second Project; and
WHEREAS, in order to refinance the Outstanding Bonds and to finance the costs
of the Second Project, the Corporation issued its $8,175,000 aggregate principal amount of Town
of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 1997,
dated as of October 1, 1997 (the "Series 1997 Bonds"); and
WHEREAS, the Series 1997 Bonds and certain additional bonds on a parity
therewith have been as hereinafter described and shall be secured by a Trust Indenture, dated as
of October 1, 1997 (as supplemented, the "Indenture"), from the Corporation to Wells Fargo
Bank, National Association (formerly Norwest Bank Arizona, N.A. and Wells Fargo Bank
Arizona, N.A.), as trustee (the "Trustee"), pursuant to which is pledged, among other things,
rental payments made pursuant to an Amended and Restated Town Lease and Series 1992 Town
Lease, dated as of October 1, 1997 (as amended and supplemented, the "Base Town Lease"), by
and between the Corporation, as lessor, and the Town, as lessee; and
WHEREAS, the Town also heretofore determined that it was beneficial to its
citizens to design, acquire, construct and equip the new municipal complex on the Town Hall
Property (the "Third Project"); provided, however, that pursuant to the Second Amendment to
328191164v 1 4/23/2008
2
Amended and Restated Town Lease and Series 1992 Town Lease, dated as of April 1, 2002, by
and between the Corporation, as lessor, and the Town, as lessee, certain additional property (the
"Operations Center Property") has been ground leased by the Town to the Corporation and
leased back by the Corporation to the Town, the Operations Center Property thereafter being
considered part of the Town Hall Property for all purposes of the First Supplement to Amended
and Restated Town Lease and Series 1992 Town Lease, dated as of February 1, 2000 (the "First
Supplement to Base Town Lease"), by and between the Corporation and the Town and certain
changes have been made to the description of the Town Hall Improvements to include a town
operations center to house public works, police, water, vehicle asset management and
information systems; and
WHEREAS, the Corporation assisted the Town in financing the Third Project;
and
WHEREAS, in order to finance the costs of the Third Project, the Corporation
issued its $10,000,000 aggregate principal amount of Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 2000, dated as of February 1, 2000 (the
"Series 2000 Bonds"), which are secured by the First Supplement to Base Town Lease; and
WHEREAS, pursuant to a Third Amendment to Amended and Restated Town
Lease and Series 1992 Town Lease, dated as of September 1, 2003, by and between the
Corporation, as lessor, and the Town, as lessee, a portion of the Operations Center Property has
been released from the provisions of the First Supplement to Base Town Lease and certain other
changes made for all purposes of the First Supplement to Base Town Lease; and
WHEREAS, the Town also heretofore determined that it was beneficial to its
citizens to design, acquire, construct and equip, as the case may be, additional parts of the new
municipal complex on the Town Hall Property (the "Fourth Project"); and
WHEREAS, the Corporation assisted the Town in financing the Fourth Project;
and
WHEREAS, in order to finance the costs of the Fourth Project, the Corporation
issued its $19,700,000 aggregate principal amount of Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 2003, dated as of September 1, 2003
(the "Series 2003 Bonds"); and
WHEREAS, the Town also heretofore determined that it was beneficial to its
citizens to design, acquire, construct and equip, as the case may be, final parts of the new
municipal complex on the Town Hall Property (the "Fifth Project") and to refinance a portion of
the bonds heretofore issued by the Corporation; and
WHEREAS, the Corporation assisted the Town in financing the Fifth Project and
refinancing such bonds being refunded (the "Second Refunding"); and
WHEREAS, in order to finance the costs of the Fifth Project and the Second
Refunding, the Corporation issued its $8,675,000 aggregate principal amount of Town of Marana
Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2004, dated as of
August 1, 2004 (the "Series 2004 Bonds"); and
WHEREAS, the Town has now determined that it will be beneficial to its citizens
to design, acquire, construct and equip, as the case maybe, extensions and additions to the sewer
lines and interceptors in Silverbell Road and to the Town's Airport, extensions and
328191164v 1 4/23/2008
improvements to Camino de Marana and Dove Mountain Roads and improvements to Cortaro
Silverbell District Park as well as other sewer, transportation and park projects as described in
Exhibit B attached to the hereinafter described Series 2008 Town Lease (the "Sixth Project") and
to refinance a portion of the bonds heretofore issued by the Corporation (the "Bonds Being
Refunded"); and
WHEREAS, the Corporation desires to assist the Town in financing the Sixth
Project and refinancing the Bonds Being Refunded (the "Third Refunding"); and
WHEREAS, in order to finance the costs of the Sixth Project and the Third
Refunding, the Corporation and the Town deem it necessary and desirable for the Corporation to
sell and issue its not to exceed $40,000,000 aggregate principal amount of Town of Marana
Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2008, to be dated as
of the date established as the dated date for such bonds as provided herein and consisting of the
Municipal Facilities Revenue Bonds, Series 2008A (the "Series 2008A Bonds") and the
Municipal Facilities Revenue Bonds, Series 2008B (the "Series 2008B Bonds" and together with
the Series 2008A Bonds, the "Series 2008 Bonds"); and
WHEREAS, in connection with the sale and issuance of the Series 2008 Bonds,
the Corporation shall enter into a Combined Cortaro Silverbell District Park Ground Lease and
Fourth Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, to be
dated as of the first day of the month established as the dated date of the Series 2008 Bonds as
provided herein (the "Fourth Supplement to Base Town Lease"), with the Town pursuant to
which, among other things (i) the Corporation will extend the lease of the Existing Leased
Property (as such term is defined in the Fourth Supplement to Base Town Lease) to the Town,
lease back certain real property (the "Cortaro Silverbell Park Property") ground leased by the
Town pursuant thereto and lease the Sixth Project to the Town and (ii) the Town shall
(A) ground lease the Cortaro Silverbell Park Property to the Corporation and lease the same back
from the Corporation, extend the lease of the Existing Leased Property from the Corporation and
lease the Sixth Project from the Corporation and (B) as agent for the Corporation, agree to
design, acquire, construct and equip, as the case may be, the Sixth Project and provide for
matters related to the Third Refunding; and
WHEREAS, the Series 2008 Bonds shall be secured by the Indenture, as
supplemented by a Series 2008 Supplemental Trust Indenture, to be dated as of the first day of
the month established as the dated date of the Series 2008 Bonds as provided herein (the "Series
2008 Supplemental Indenture"), from the Corporation to the Trustee; and
WHEREAS, the Corporation has not made and does not intend to make any profit
by reason of any business or venture in which it may engage or by reason of the assistance it
renders the Town in financing the Sixth Project and the Third Refunding, and no part of the net
earnings of the Corporation, if any, shall ever inure to the benefit of any person, firm or
corporation except the Town; and
WHEREAS, the Corporation is authorized and empowered, among other things
(1) to issue its special obligation bonds for the purposes of assisting the Town in acquiring,
constructing and equipping municipal improvements and otherwise incurring expenses to
improve the use of municipal facilities, or the refinancing thereof, (2) to enter into leases and
other necessary documents and to provide for rental payments sufficient to pay the principal of,
premium, if any, and interest on such bonds, (3) to secure such bonds as provided for herein and
(4) to adopt this Resolution and enter into the Fourth Supplement to Base Town Lease and the
Series 2008 Supplemental Indenture upon the terms and conditions provided herein and therein;
and
328191164x1 4/23/2008
WHEREAS, there have been placed on file with the Secretary of the Corporation
and presented at the meeting at which this Resolution was adopted (1) the proposed form of the
Series 2008 Supplemental Indenture, (2) the proposed form of the Fourth Supplement to Base
Town Lease, (3) the proposed form of the Escrow Trust Agreement, to be dated as of the first
day of the month established as the dated date of the Series 2008 Bonds as provided herein (the
"Escrow Trust Agreement" and with the Series 2008 Supplemental Trust Indenture and the
Fourth Supplement to Base Town Lease the "Basic Documents"), by and between the
Corporation and Wells Fargo Bank, National Association, as escrow trustee (the "Escrow
Trustee"), (4) the proposed form of the Bond Purchase Contract, to be dated the date of the sale
of the Series 2008 Bonds (the "Purchase Contract"), by and between the Corporation and Stone
& Youngberg LLC (the "Purchaser") for the purchase of the Series 2008 Bonds and (5) the pro-
posed form of the Preliminary Official Statement, to be dated the date of the mailing thereof (the
"Preliminary Official Statement"), relating to the Series 2008 Bonds, which, with certain
additions thereto, shall constitute the Official Statement, to be dated the date of the sale of the
Series 2008 Bonds (the "Official Statement"), relating to the Series 2008 Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION THAT:
Section 1. All actions (not inconsistent with the provisions of this Resolution)
heretofore taken by or at the direction of the Corporation and its officers directed toward the
approval and authorization of the sale and issuance of the Series 2008 Bonds are hereby
approved and ratified.
Section 2. It is hereby determined that (i) the Corporation was formed to assist
the Town in financing its capital improvement projects at no profit to the Corporation; (ii) the
Town desires to finance the Sixth Project and to refinance the Bonds Being Refunded by the
issuance of the Series 2008 Bonds; (iii) the Town shall extend the lease from the Corporation of
the Existing Leased Property and lease from the Corporation the Cortaro Silverbell Park Property
and the Sixth Project pursuant to the Fourth Supplement to Base Town Lease; (iv) the
Corporation has not and shall not make any profit by reason of the assistance it renders the Town
in connection with the issuance of the Series 2008 Bonds and (v) the Corporation is authorized
by law and .deems it necessary to borrow money for purposes of carrying out its obligations
pursuant to the Fourth Supplement to Base Town Lease by issuing the Series 2008 Bonds and to
secure the payment of the principal of and premium, if any, and interest on the Series 2008
Bonds and the performance of the covenants and conditions contained in the Basic Documents.
Section 3. (A) The Series 2008 Bonds are hereby authorized to be sold and issued
as an issue of special obligation bonds to be designated "Town of Marana Municipal Property
Corporation Municipal Facilities Revenue fonds, Series 2008" and composed of two series: the
Series 2008A Bonds to be designated "Municipal Facilities Revenue Bonds, Series 2008A" and
the Series 2008B Bonds to be designated "Municipal Facilities Revenue Bonds, Series 2008B";
shall be issued in the aggregate principal amount of not to exceed $40,000,000; shall be in the
denomination of $5,000 of principal amount or any integral multiple thereof and shall be fully
registered bonds without coupons as provided in the Series 2008 Supplemental Indenture.
(B) The Manager of the Town and, in his absence, the Finance
Director of the Town are hereby authorized to determine on behalf of the Town and the
Corporation the date the Series 2008 Bonds are to be sold to the Purchaser; the total aggregate
principal amount of the Series 2008 Bonds which are to be issued (but not in excess of the
amount indicated hereinabove) and how much will be the Series 2008A Bonds and be the Series
2008B Bonds; the date the Series 2008 Bonds are to be dated; the dates on which interest on the
Series 2008 Bonds is to be payable; the rates per annum the Series 2008 Bonds are to bear; the
3 28191164v 1 4/23 /2008
5
dates the Series 2008 Bonds are to mature, the principal amounts to mature on such dates and the
provisions for redemption of the Series 2008 Bonds in advance of such dates; the series
designations, maturity dates and principal amounts of the Bonds Being Refunded and the
determination of exercise of redemption provisions with respect to the Bonds Being Refunded;
the terms upon which the Series 2008 Bonds are to be sold to the Purchaser (including determin-
ations of price, original issue discount and premium and underwriting compensation); and the
provisions pursuant to which the Series 2008 Bonds are to be credit enhanced (including
determinations with respect to bond insurance and any surety bond or other instrument replacing
the need for depositing cash to the reserve fund for the Series 2008 Bonds); provided, however,
that the foregoing determinations shall not result in the yield on the Series 2008 Bonds,
calculated for federal income tax purposes, exceeding six and one half percent (6.5%).
(C) The form, terms and provisions of the Series 2008 Bonds and the
provisions for the signatures, authentication, payment, registration, transfer, exchange and
number shall be as set forth in the Series 2008 Supplemental Indenture and are hereby approved.
Section 4. The form, terms and provisions of the Series 2008 Bonds, in the form
contained in the Series 2008 Supplemental Indenture, be and they hereby are approved, with only
such changes therein as are not inconsistent herewith and as are approved by the officers
authorized to execute the Series 2008 Bonds, and each is hereby authorized to deliver the Series
2008 Bonds. The signatures of the President and the Secretary on the Series 2008 Bonds maybe
by facsimile.
Section 5. The forms, terms and provisions of the Basic Documents and the
Purchase Contract, in substantially the forms of such documents (including the exhibits thereto)
presented at the meeting at which this Resolution was adopted, are hereby approved, with such
insertions, deletions and changes as are not inconsistent herewith and as are approved by the
officers authorized to execute the documents (which approval will be conclusively demonstrated
by their execution thereof), and the President or, in the absence thereof, Vice President and
Secretary are hereby authorized to execute and deliver the Basic Documents and the Purchase
Contract as well as any other documents necessary in connection therewith to provide for the
issuance of the Series 2008 Bonds including any financial guaranty or related agreement
necessary with respect to credit enhancement for the Series 2008 Bonds.
Section 6. The Series 2008 Bonds shall be sold to the Purchaser in accordance
with the terms of the Purchase Contract as such terms are to be determined as provided herein.
Section 7. The President or, in the absence thereof, Vice President or Secretary is
authorized to execute and deliver to the Trustee the written order of the Corporation for the
authentication and delivery of the Series 2008 Bonds by the Trustee.
Section 8. Upon the delivery of the Series 2008 Bonds, the proceeds of the Series
2008 Bonds shall be deposited as provided in the Series 2008 Supplemental Indenture.
Section 9. The officers. of the Corporation shall take all action necessary or
reasonably required to carry out, give effect to and consummate the transactions contemplated
thereby, including without limitation the execution and delivery of the closing and other
documents required to be delivered in connection with the sale and delivery of the Series 2008
Bonds.
Section 10. The Preliminary Official Statement is hereby approved and
confirmed, and the use of the Preliminary Official Statement and the Official Statement in
328191164v 1 4/23/2008
6
connection with the sale of the Bonds is hereby approved. The President or, in the absence
thereof, Vice President is hereby authorized to execute the Official Statement.
Section 11. The Series 2008 Bonds shall be special obligations of the Corporation
payable solely from rental payments to be made by the Town pursuant to the Fourth Supplement
to Base Town Lease. Nothing contained in this Resolution, the Basic Documents or any other
instrument shall be construed as obligating the Town except to the extent provided therein or as
incurring a charge upon the general credit of the Town nor shall the breach of any agreement
contained in this Resolution, the Basic Documents or any other documents or instruments
executed in connection therewith impose any charge upon the general credit of the Town.
Section 12. Wells Fargo Bank, National Association, Phoenix, Arizona, is hereby
confirmed as the Trustee as well as the Registrar and the Paying Agent (as such terms are
defined in the Series 2008 Supplemental Indenture) pursuant to and for purposes of the Series
2008 Supplemental Indenture and as the Escrow Trustee pursuant to and for the purposes of the
Escrow Trust Agreement.
Section 13. After any of the Series 2008 Bonds are delivered by the Trustee to
the Purchaser upon receipt of payment therefor, this Resolution shall be and remain irrepealable
until the Series 1997 Bonds, the Series 2000 Bonds and the Series 2008 Bonds and the interest
thereon shall have been fully paid, cancelled and discharged.
Section 14. If any section, paragraph, clause or provision of this Resolution shall
for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Resolution.
Section 15. Any provisions of any bylaws, orders, procedural pamphlets and
resolutions inconsistent herewith are hereby waived to the extent only of such inconsistency.
This waiver shall not be construed as reviving any bylaw, order, procedural pamphlet or resolu-
tion or any part thereof.
Section 16. It is hereby found and determined that all formal actions of the
Corporation and its Board of Directors concerning and relating to the adoption of this Resolution
were adopted in an open meeting and that all deliberations that resulted in those formal actions
were in meetings open to the public, in compliance with all legal requirements of the State of
Arizona and the Corporation.
Section 17. This Resolution shall be effective immediately.
ADOPTED AND APPROVED this 20th day of May, 2008.
By
President, Town of Marana Municipal Property
Corporation
ATTEST:
Secretary, Town of Marana Municipal
Property Corporation
328191164v 1 4/23/2008
SOURCES AND USES OF FUNDS
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date 07/01 /2008
Delivery Date 07/01/2008
Municipal Fac.
MPC Excise Tax Rev. Refunding
Revenue Bonds, Bonds, Series
Sources: Series 2008 2008 Total
Bond Proceeds:
Par Amount 34,925,000.00 3,405,000.00 38,330,000.00
Premium 1,036,768.80 125,069.70 1,161,838.50
35,961,768.80 3,530,069.70 39,491,838.50
Municipal Fac.
MPC Excise Tax Rev. Refunding
Revenue Bonds, Bonds, Series
Uses: Series 2008 2008 Total
Project Fund Deposits:
Construction Fund
Refunding Escrow Deposits:
Cash Deposit
Delivery Date Expenses:
Cost of Issuance
Underwriter's Discount
Bond Insurance @ 60 bps
Other Uses of Funds:
Additional Proceeds
1,408.10 2,033.60 3,441.70
35,961,768.80 3,530,069.70 39,491,838.50
35,000,000.00 35,000,000.00
3,439,050.00 3,439,050.00
273,349.85 26,650.15 300,000.00
349,250.00 34,050.00 383,300.00
337,760.85 28,285.95 366,046.80
960,360.70 88,986.10 1,049,346.80
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 1
BOND DEBT SERVICE
eriod
Ending Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Debt
Principal Coupon Interest Service
nnual
Debt
Service
01/01/2009 35,000 4.000% 906,925 941,925
07/01/2009 906,225 906,225 1,848,150
01/01/2010 110,000 4.000% 906,225 1,016,225
07/01/2010 110,000 4.000% 904,025 1,014,025 2,030,250
01/01/2011 760,000 4.000% 901,825 1,661,825
07/01/2011 765,000 4.000% 886,625 1,651,625 3,313,450
01/01/2012 795,000 4.000% 871,325 1,666,325
07/01/2012 790,000 4.000% 855,425 1,645,425 3,311,750
01/01/2013 815,000 4.000% 839,625 1,654,625
07/01/2013 810,000 4.000% 823,325 1,633,325 3,287,950
01/01/2014 840,000 4.000% 807,125 1,647,125
07/01/2014 850,000 4.000% 790,325 1,640,325 3,287,450
01/01/2015 880,000 4.000% 773,325 1,653,325
07/01/2015 875,000 4.000% 755,725 1,630,725 3,284,050
01/01/2016 910,000 4.000% 738,225 1,648,225
07/01/2016 920,000 4.000% 720,025 1,640,025 3,288,250
01/01/2017 950,000 5.000% 701,625 1,651,625
07/01/2017 950,000 5.000% 677,875 1,627,875 3,279,500
01/01/2018 1,000,000 5.000% 654,125 1,654,125
07/01/2018 1,000,000 5.000% 629,125 1,629,125 3,283,250
01/01/2019 1,055,000 5.000% 604,125 1,659,125
07/01/2019 1,050,000 5.000% 577,750 1,627,750 3,286,875
01/01/2020 1,105,000 5.000% 551,500 1,656,500
07/01/2020 1,100,000 5.000% 523,875 1,623,875 3,280,375
01/01/2021 1,160,000 5.000% 496,375 1,656,375
07/01/2021 1,160,000 5.000% 467,375 1,627,375 3,283,750
01/01/2022 1,220,000 5.000% 438,375 1,658,375
07/01/2022 1,220,000 5.000% 407,875 1,627,875 3,286,250
01/01/2023 1,105,000 5.000% 377,375 1,482,375
07/01/2023 1,110,000 5.000% 349,750 1,459,750 2,942,125
01/01/2024 1,165,000 5.000% 322,000 1,487,000
07/01/2024 1,165,000 5.000% 292,875 1,457,875 2,944,875
01/01/2025 1,220,000 5.000% 263,750 1,483,750
07/01/2025 1,225,000 5.000% 233,250 1,458,250 2,942,000
01/01/2026 1,285,000 5.000% 202,625 1,487,625
07/01/2026 1,285,000 5.000% 170,500 1,455,500 2,943,125
01/01/2027 1,350,000 5.000% 138,375 1,488,375
07/01/2027 1,350,000 5.000% 104,625 1,454,625 2,943,000
01/01/2028 1,415,000 5.000% 70,875 1,485,875
07/01/2028 1,420,000 5.000% 35,500 1,455,500 2,941,375
38,330,000 22,677,800 61,007,800 61,007,800
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 2
eriod
Ending BOND DEBT SERVICE
Town of Marana, Arizona
MPC Excise Tax Revenue Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Debt
Principal Coupon Interest Service
nnual
Debt
Service
01/01/2009 830,075 830,075
07/01/2009 830,075 830,075 1,660,150
01/01/2010 830,075 830,075
07/01/2010 830,075 830,075 1,660,150
01/01/2011 645,000 4.000% 830,075 1,475,075
07/01/2011 650,000 4.000% 817,175 1,467,175 2,942,250
01/01/2012 675,000 4.000% 804,175 1,479,175
07/01/2012 675,000 4.000% 790,675 1,465,675 2,944,850
01/01/2013 705,000 4.000% 777,175 1,482,175
07/01/2013 700,000 4.000% 763,075 1,463,075 2,945,250
01/01/2014 725,000 4.000% 749,075 1,474,075
07/01/2014 735,000 4.000% 734,575 1,469,575 2,943,650
01/01/2015 760,000 4.000% 719,875 1,479,875
07/01/2015 760,000 4.000% 704,675 1,464,675 2,944,550
01/01/2016 785,000 4.000% 689,475 1,474,475
07/01/2016 795,000 4.000% 673,775 1,468,775 2,943,250
01/01/2017 820,000 5.000% 657,875 1,477,875
07/01/2017 825,000 5.000% 637,375 1,462,375 2,940,250
01/01/2018 865,000 5.000% 616,750 1,481,750
07/01/2018 865,000 5.000% 595,125 1,460,125 2,941,875
01/01/2019 910,000 5.000% 573,500 1,483,500
07/01/2019 910,000 5.000% 550,750 1,460,750 2,944,250
01/01/2020 955,000 5.000% 528,000 1,483,000
07/01/2020 955,000 5.000% 504,125 1,459,125 2,942,125
01/01/2021 1,000,000 5.000% 480,250 1,480,250
07/01/2021 1,005,000 5.000% 455,250 1,460,250 2,940,500
01/01/2022 1,055,000 5.000% 430,125 1,485,125
07/01/2022 1,055,000 5.000% 403,750 1,458,750 2,943,875
01/01/2023 1,105,000 5.000% 377,375 1,482,375
07/01/2023 1,110,000 5.000% 349,750 1,459,750 2,942,125
01/01/2024 1,165,000 5.000% 322,000 1,487,000
07/01/2024 1,165,000 5.000% 292,875 1,457,875 2,944,875
01/01/2025 1,220,000 5.000% 263,750 1,483,750
07/01/2025 1,225,000 5.000% 233,250 1,458,250 2,942,000
01/01/2026 1,285,000 5.000% 202,625 1,487,625
07/01/2026 1,285,000 5.000% 170,500 1,455,500 2,943,125
01/01/2027 1,350,000 5.000% 138,375 1,488,375
07/01/2027 1,350,000 5.000% 104,625 1,454,625 2,943,000
01/01/2028 1,415,000 5.000% 70,875 1,485,875
07/01/2028 1,420,000 5.000% 35,500 1,455,500 2,941,375
34,925,000 21,368,475 56,293,475 56,293,475
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 3
BOND DEBT SERVICE
Town of Marana, Arizona
Municipal Fac. Rev. Refunding Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Annual
Period Debt Debt
Ending Principal Coupon Interest Service Service
01/01/2009 35,000 4.000% 76,850 111,850
07/01/2009 76,150 76,150 188,000
01/01/2010 110,000 4.000% 76,150 186,150
07/01/2010 110,000 4.000% 73,950 183,950 370,100
01/01/2011 115,000 4.000% 71,750 186,750
07/01/2011 115,000 4.000% 69,450 184,450 371,200
01/01/2012 120,000 4.000% 67,150 187,150
07/01/2012 115,000 4.000% 64,750 179,750 366,900
01/01/2013 110,000 4.000% 62,450 172,450
07/01/2013 110,000 4.000% 60,250 170,250 342,700
01/01/2014 115,000 4.000% 58,050 173,050
07/01/2014 115,000 4.000% 55,750 170,750 343,800
01/01/2015 120,000 4.000% 53,450 173,450
07/01/2015 115,000 4.000% 51,050 166,050 339,500
01/01/2016 125,000 4.000% 48,750 173,750
07/01/2016 125,000 4.000% 46,250 171,250 345,000
01/01/2017 130,000 5.000°/a 43,750 173,750
07/01/2017 125,000 5.000°/a 40,500 165,500 339,250
01/01/2018 135,000 5.000°/a 37,375 172,375
07/01/2018 135,000 5.000% 34,000 169,000 341,375
01/01/2019 145,000 5.000°/a 30,625 175,625
07/01/2019 140,000 5.000°/a 27,000 167,000 342,625
01/01/2020 150,000 5.000% 23,500 173,500
07/01/2020 145,000 5.000% 19,750 164,750 338,250
01/01/2021 160,000 5.000% 16,125 176,125
07/01/2021 155,000 5.000% 12,125 167,125 343,250
01/01/2022 165,000 5.000% 8,250 173,250
07/01/2022 165,000 5.000% 4,125 169,125 342,375
3,405,000 1,309,325 4,714,325 4,714,325
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 4
BOND SUMMARY STATISTICS
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Last Maturity 07/01/2028
Arbitrage Yield 4.605963%
True Interest Cost (TIC) 4.738555%
Net Interest Cost (NIC) 4.716035%
All-In TIC 4.827146%
Average Coupon 4.883694%
Average Life (years) 12.115
Duration of Issue (years) 8.913
Par Amount 38,330,000.00
Bond Proceeds 39,491,838.50
Total Interest 22,677,800.00
Net Interest 21,899,261.50
Total Debt Service 61,007,800.00
Maximum Annual Debt Service 3,313,450.00
Average Annual Debt Service 3,050,390.00
Underwriter's Fees (per $1000)
Average Takedown
Other Fee 10.000000
Total Underwriter's Discount 10.000000
Bid Price 102.031147
Par Average Average PV of 1 by
Bond Component Value Price Coupon Life change
Serial Bond 38,330,000.00 103.031 4.884% 12.115 27,466.55
38,330,000.00 12.115 27,466.55
All-In Arbitrage
TIC TIC Yield
Par Value 38,330,000.00 38,330,000.00 38,330,000.00
+ Accrued Interest
+ Premium (Discount) 1,161,838.50 1,161,838.50 1,161,838.50
- Underwriter's Discount -383,300.00 -383,300.00
- Cost of Issuance Expense -300,000.00
- Other Amounts -366,046.80 -366,046.80 -366,046.80
Target Value 38,742,491.70 38,442,491.70 39,125,791.70
Target Date 07/01/2008 07/01/2008 07/01/2008
Yield 4.738555% 4.827146% 4.605963%
May 13, 2008 11:53 am Prepazed by Stone & Youngberg LLC Page 5
BOND PRICING
Bond Component
Serial Bond:
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Maturity Yield to Premium
Date Amount Rate Yield Price Maturity (-Discount)
01/01/2009 35,000 4.000% 2.550% 100.715 250.25
07/01/2009 4.000% 2.550% .101.422
01/01/2010 110,000 4.000% 2.800% 101.750 1,925.00
07/01/2010 110,000 4.000% 2.800% 102.318 2,549.80
01/01/2011 760,000 4.000% 3.100% 102.149 16,332.40
07/01/2011 765,000 4.000% 3.100% 102.559 19,576.35
01/01/2012 795,000 4.000% 3.320% 102.229 17,720.55
07/01/2012 790,000 4.000% 3.320% 102.527 19,963.30
01/01/2013 815,000 4.000% 3.470% 102.190 17,848.50
07/01/2013 810,000 4.000% 3.470% 102.413 19,545.30
01/01/2014 840,000 4.000% 3.570% 102.130 17,892.00
07/01/2014 850,000 4.000% 3.570% 102.304 19,584.00
01/01/2015 880,000 4.000% 3.730% 101.545 13,596.00
07/01/2015 875,000 4.000% 3.730% 101.649 14,428.75
01/01/2016 910,000 4.000% 3.870% 100.839 7,634.90
07/01/2016 920,000 4.000% 3.870% 100.887 8,160.40
01/01/2017 950,000 5.000% 4.010% 107.071 67,174.50
07/01/2017 950,000 5.000% 4.010% 107.417 70,461.50
01/01/2018 1,000,000 5.000% 4.140% 106.698 66,980.00
07/01/2018 1,000,000 5.000% 4.140% 106.983 69,830.00
01/01/2019 1,055,000 5.000% 4.260% 105.974 C 4.287% 63,025.70
07/01/2019 1,050,000 5.000% 4.260% 105.974 C 4.312% 62,727.00
01/01/2020 1,105,000 5.000% 4.380% 104.977 C 4.443% 54,995.85
07/01/2020 1,100,000 5.000% 4.380% 104.977 C 4.460% 54,747.00
01/01/2021 1,160,000 5.000% 4.480% 104.154 C 4.560% 48,186.40
07/01/2021 1,160,000 5.000% 4.480% 104.154 C 4.573% 48,186.40
01/01/2022 1,220,000 5.000% 4.560% 103.501 C 4.648% 42,712.20
07/01/2022 1,220,000 5.000% 4.560% 103.501 C 4.657% 42,712.20
01/01/2023 1,105,000 5.000% 4.630% 102.935 C 4.718% 32,431.75
07/01/2023 1,110,000 5.000% 4.630% 102.935 C 4.725% 32,578.50
01/01/2024 1,t65,000 5.000% 4.690% 102.452 C 4.774% 28,565.80
07/01/2024 1,165,000 5.000% 4.690% 102.452 C 4.779% 28,565.80
01/01/2025 1,220,000 5.000% 4.740% 102.051 C 4.818% 25,022.20
07/01/2025 1,225,000 5.000% 4.740% 102.051 C 4.822% 25,124.75
01/01/2026 1,285,000 5.000% 4.790% 101.653 C 4.859% 21,241.05
07/01/2026 1,285,000 5.000% 4.790% 101.653 C 4.861% 21,241.05
01/01/2027 1,350,000 5.000% 4.840% 101.256 C 4.896% 16,956.00
07/01/2027 1,350,000 5.000% 4.840% 101.256 C 4.898% 16,956.00
01/01/2028 1,415,000 5.000% 4.890% 100.861 C 4.931% 12,183.15
07/01/2028 1,420,000 5.000% 4.890% 100.861 C 4.932% 12,226.20
38,330,000 1,161,838.50
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 6
BOND PRICING
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date
Delivery Date
First Coupon
Par Amount
Premium
07/01/2008
07/01/2008
O 1 /01 /2009
38,330,000.00
1,161,838.50
Production 39,491,838.50 103.031147%
Underwriter's Discount -383,300.00 -1.000000%
Purchase Price
Accmed Interest
Net Proceeds
39,108,538.50 102.031147%
39,108,538.50
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 7
SUMMARY OF BONDS REFUNDED
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Maturity Interest Par Call
Bond Date Rate Amount Date
Call
Price
Municipal Facilities Revenue Bonds, Series 1997:
CALL_SER 07/01/2009 4.800% 110,000.00 07/01/2008 101.000
01/01/2010 4.900% 100,000.00 07/01/2008 101.000
07/01/2010 4.900% 105,000.00 07/01/2008 101.000
01/01/2011 5.000% 105,000.00 07/01/2008 101.000
07/01/2011 5.000% 110,000.00 07/01/2008 101.000
01/01/2012 5.100% 105,000.00 07/01/2008 101.000
07/01/2012 5.100% 115,000.00 07/01/2008 101.000
01/01/2013 5.100% 105,000.00 07/01/2008 101.000
07/01/2013 5.100% 105,000.00 07/01/2008 101.000
CALLTERM 07/01/2022 5.250% 2,445,000.00 07/01/2008 101.000
3,405,000.00
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 8
SUMMARY OF REFUNDING RESULTS
Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Dated Date 07/01/2008
Delivery Date 07/01/2008
Arbitrage yield 4.605963%
Escrow yield
Bond Par Amount 3,405,000.00
True Interest Cost 4.412146%
Net Interest Cost 4.390685%
Average Coupon 4.718713%
Average Life 8.149
Par amount of refunded bonds 3,405,000.00
Average coupon of refunded bonds 5.228323%
Average life of refunded bonds 8.093
PV of prior debt to 07/01/2008 @ 4.605963% 3,540,910.40
Net PV Savings 118,884.11
Percentage savings of refunded bonds 3.491457%
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 9
SAVINGS
ate Town of Marana, Arizona
MPC Excise Tax Rev. & Refunding Bonds, Series 2008
Prior Refunding Annual
Debt Service Debt Service Savings Savings
Present Value
to 07/01/2008
@ 4.6059629°/a
01/01/2009 88,183.75 111,850.00 -23,666.25 -23,133.49
07/01/2009 198,183.75 76,150.00 122,033.75 98,367.50 116,601.30
01/01/2010 185,543.75 186,150.00 -606.25 -566.22
07/01/2010 188,093.75 183,950.00 4,143.75 3,537.50 3,783.04
01/01/2011 185,521.25 186,750.00 -1,228.75 -1,096.53
07/01/2011 187,896.25 184,450.00 3,446.25 2,217.50 3,006.19
01/01/2012 180,146.25 187,150.00 -7,003.75 -5,971.90
07/01/2012 187,468.75 179,750.00 7,718.75 715.00 6,433.40
01/01/2013 174,536.25 172,450.00 2,086.25 1,699.70
07/01/2013 171,858.75 170,250.00 1,608.75 3,695.00 1,281.17
O1 /01 /2014 174,181.25 173,050.00 1,131.25 880.62
07/01/2014 171,293.75 170,750.00 543.75 1,675.00 413.75
01/01/2015 173,406.25 173,450.00 -43.75 -32.54
07/01/2015 170,387.50 166,050.00 4,337.50 4,293.75 3,153.58
01/01/2016 172,368.75 173,750.00 -1,381.25 -981.63
07/01/2016 174,218.75 171,250.00 2,968.75 1,587.50 2,062.34
01/01/2017 170,937.50 173,750.00 -2,812.50 -1,909.82
07/01/2017 172,656.25 165,500.00 7,156.25 4,343.75 4,750.03
01 /O1 /2018 174,243.75 172,375.00 1,868.75 1,212.48
07/01/2018 170,700.00 169,000.00 1,700.00 3,568.75 1,078.16
01/01/2019 172,156.25 175,625.00 -3,468.75 -2,150.40
07/01/2019 173,481.25 167,000.00 6,481.25 3,012.50 3,927.50
01/01/2020 169,675.00 173,500.00 -3,825.00 -2,265.69
07/01/2020 170,868.75 164,750.00 6,118.75 2,293.75 3,542.78
01/01/2021 171,931.25 176,125.00 -4,193.75 -2,373.53
07/01/2021 172,862.50 167,125.00 5,737.50 1,543.75 3,174.15
01/01/2022 173,662.50 173,250.00 412.50 223.07
07/01/2022 169,331.25 169,125.00 206.25 618.75 109.02
4,845,795.00 4,714,325.00 131,470.00 131,470.00 116,850.51
Savings Summary
PV of savings from cash flow
Plus: Refunding funds on hand
Net PV Savings
116,850.51
2,033.60
118,884.11
May 13, 2008 11:53 am Prepared by Stone & Youngberg LLC Page 10
DRAFT
04/24/08
05/13/08
After recordation, please return to:
Michael Cafiso, Esq.
Suite 700
2375 East Camelback Road
Phoenix, Arizona 85016
COMBINED CORTARO SILVERBELL DISTRICT PARK GROUND LEASE
AND
FOURTH SUPPLEMENT
TO
AMENDED AND RESTATED TOWN LEASE AND SERIES 1992 TOWN LEASE
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION,
as Lessor,
TO
TOWN OF MARANA, ARIZONA,
as Lessee
This COMBINED CORTARO SILVERBELL DISTRICT PARK GROUND LEASE
AND FOURTH SUPPLEMENT TO AMENDED AND RESTATED TOWN LEASE AND SERIES
1992 TOWN LEASE, dated as of 1, 2008 (this "Series 2008
Town Lease), by and between TOWN OF MARANA MUNICIPAL PROPERTY CORPORA-
TION, a nonprofit corporation incorporated and existing under the laws
of the State of Arizona (the "Corporation"), and the TOWN OF MARANA,
ARIZONA, a municipal corporation of the State of Arizona (the "Town");
W I T N E S S E T H:
WHEREAS, the Corporation was formed to transact any or all
lawful business for which nonprofit corporations may be incorporated
under the laws of the State of Arizona, including, without limiting
the generality of the foregoing, any civic or charitable purpose such
as financing the cost of acquiring, constructing, reconstructing or
improving buildings, equipment or 'other real and personal properties
suitable for use by and for leasing to the Town or its agencies or
instrumentalities; and
WHEREAS, the Town heretofore determined that it was benefi-
cial to its citizens (i) to acquire the water system owned by Clifford
Ray Honea and Ethel Wynema Honea, husband and wife, doing business as
Honea Water Company (the "First Water System"), consisting of the real
property described on Exhibit A attached to the Amended and Restated
Town Lease and Series 1992 Town Lease, dated as of October 1, 1997, as
amended by the First Amendment to Amended and Restated Town Lease and
Series 1992 Town Lease, dated as of January 1, 2000, the Combined
Operations Center Property Ground Lease and Second Amendment to
Amended and Restated Town Lease and Series 1992 Town Lease, dated as
of April 1, 2002 (the "Second Amendment to Base Town Lease"), and the
Third Amendment to Amended and Restated Town Lease and Series 1992
Town Lease, dated as of September 1, 2003 (the "Third Amendment to
Base Town Lease") and supplemented by the First Supplement to Amended
and Restated Town Lease and Series 1992 Town Lease, dated as of
February 1, 2000 (the "First Supplement to Base Town Lease"), the
Second Supplement to Amended and Restated Town Lease and Series 1992
Town Lease, dated as of September 1, 2003, and the Third Supplement to
Amended and Restated Town Lease and Series 1992 Town Lease, dated as
of 1, 2008 (such Amended and Restated Town Lease and Series
1992 Town Lease as so amended and supplemented, the "Base Town
Lease"), by and between the Town and the Corporation (the "First Water
System Real Property") and certain personal property (the "Initial
First Water System Improvements") with respect to the First Water
System and (ii) to acquire the facility then being used as the
municipal complex for the Town (the "Municipal Complex"), consisting
of the real property described on Exhibit B attached to the Base Town
Lease (the "Municipal Complex Real Property") and to make certain
necessary improvements to the First Water System (the "New First Water
System Improvements" and collectively, with the Initial First Water
System Improvements, the "First Water System Improvements" and the
acquisition of the First Water System, the acquisition of the
Municipal Complex and the making of the New First Water System
Improvements, collectively, the "First Project"); and
WHEREAS, the Corporation assisted the Town in financing the
First Project; and
WHEREAS, in order to finance the costs of the First
Project, the Corporation issued its $280,000 aggregate principal
amount of Town of Marana Municipal Property Corporation Municipal
Facilities Revenue Bonds, Series 1990, dated as of March 1, 1990, and
its $315,000 aggregate principal amount of Town of Marana Municipal
Property Corporation Municipal Facilities Revenue Bonds, Series 1992,
dated as of June 1, 1992 (collectively, the "Outstanding Bonds"); and
WHEREAS, the Town further heretofore determined that it was
beneficial to its citizens (i) to refinance the Outstanding Bonds and
(ii) (A) to acquire the water systems known as "Cortaro Marana" and
2
"Marana -Water Service" (collectively, the "Second Water Systems"),
consisting of the real property described in Exhibit C to the Base
Town Lease (the "Second Water Systems Real Property") and certain
personal property (the "Second Water Systems Improvements" and
collectively, with the First Water System Improvements, the "Water
System Improvements") with respect to the Second Water Systems and
(B) to (I) make certain improvements to the Water System Improvements,
(II) make certain road and related improvements and construct
improvements to increase traffic capacity on certain other roads,
(III) acquire the real property upon which to construct a new
municipal complex described in Exhibit D to the Base Town Lease (the
"Town Hall Property") and (IV) make tenant improvements to certain
office space leased to the Town (the "Tenant Improvements"), the
property described in clauses (B)(I), (II) and (IV) being as described
on Exhibit E attached to the Base Town Lease and collectively with the
acquisition of the Second Water Systems, the Town Hall Property, the
Tenant Improvement and the project described in clause (B)(II) being
referred to herein as the "Second Project"; and
WHEREAS, the Corporation assisted the Town in refinancing
the Outstanding Bonds and in financing the Second Project; and
WHEREAS, in order to refinance the Outstanding Bonds and to
finance the costs of the Second Project, the Corporation issued its
$8,175,000 aggregate principal amount of Town of Marana Municipal
Property Corporation Municipal Facilities Revenue Bonds, Series 1997,
dated as of October 1, 1997 (the "Series 1997 Bonds"); and
WHEREAS, the Town also heretofore determined that it was
beneficial to its citizens to design, acquire, construct and equip the
new municipal complex on the Town Hall Property (the "Third Project");
provided, however, that pursuant to (i) the Second Amendment to Base
Town Lease certain additional property (the "Operations Center Prop-
erty") has been ground leased by the Town to the Corporation and
leased back by the Corporation to the Town, the Operations Center
Property thereafter being considered part of the Town Hall Property
for all purposes of the First Supplement to the Base Town Lease, and
certain changes have been made to the description of the "Town Hall
Improvements" to include a town operations center to house public
works, police, water, vehicle asset management and information systems
and (ii) the Third Amendment to Base Town Lease a portion of the
Operations Center Property has been released from the provisions of
the First Supplement to Base Town Lease and another parcel of property
donated to the Corporation added as part of the Town Hall Property for
all purposes of the First Supplement to Base Town Lease; and
WHEREAS, the Corporation assisted the Town in financing the
Third Project; and
WHEREAS, in order to finance the costs of the Third
Project, the Corporation issued its $10,000,000 aggregate principal
amount of Town of Marana Municipal Property Corporation Municipal
3
Facilities Revenue Bonds, Series 2000, dated as of February 1, 2000,
all of which have been now paid or defeased; and
WHEREAS, the Town also heretofore determined that it was
beneficial to its citizens to design, acquire, construct and equip, as
the case may be, additional parts (the "Additional Town Hall
Improvements") of the new municipal complex on the Town Hall Property
(the "Fourth Project"); and
WHEREAS, the Corporation assisted the Town in financing the
Fourth Project; and
WHEREAS, in order to finance the costs of the Fourth Proj-
ect, the Corporation issued its $19,700,000 aggregate principal amount
of Town of Marana Municipal Property Corporation Municipal Facilities
Revenue Bonds, Series 2003, dated as of September 1, 2003 (the "Series
2003 Bonds"); and
WHEREAS, the Town also heretofore determined that it was
beneficial to its citizens to design, acquire, construct and equip, as
the case may be, final parts of the new municipal complex (the "Final
Town Hall Improvements") on the Town Hall Property (the "Fifth
Project") and to refinance a portion of the bonds heretofore issued by
the Corporation (the "Bonds Being Refunded"); and
WHEREAS, the Corporation assisted the Town in financing the
Fifth Project and refinancing the Bonds Being Refunded (the "Second
Refunding"); and
WHEREAS, in order to finance the costs of the Fifth Project
and the Second Refunding, the Corporation issued its $8,675,000 aggre-
gate principal amount of Town of Marana Municipal Property Corporation
Municipal Facilities Revenue Bonds, Series 2004, dated as of August 1,
2004 (the "Series 2004 Bonds"); and
WHEREAS, the Town has now determined that it will be
beneficial to its citizens to design, acquire, construct and equip, as
the case may be, extensions and additions to the sewer lines and
interceptors in Silverbell Road and to the Town's Airport, extensions
and improvements to Camino de Marana and Dove Mountain Roads and
improvements to Cortaro Silverbell District Park as well as other
sewer, .transportation and park projects as described in Exhibit B
attached hereto (the "Sixth Project") and to refinance a portion of
the bonds heretofore issued by the Corporation (the "Bonds Being
Refunded"); and
WHEREAS, the Corporation desires to assist the Town in
financing the Sixth Project and refinancing the Bonds Being Refunded
(the "Third Refinancing"); and
WHEREAS, in order to finance the costs of the Sixth Project
and the Third Refunding, the Corporation and the Town deem it neces-
sary and desirable for the Corporation to sell and issue its $ ,000
4
aggregate principal amount of Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 2008, dated
1, 2008 (the "Series 2008 Bonds"); and
WHEREAS, in connection with the issuance of the Series 2008
Bonds, the Corporation shall enter into this Series 2008 Town Lease
with the Town pursuant to which (A) the Corporation will extend the
lease of the First Water System Real Property, the Municipal Complex
Real Property, the First Water System Improvements, the Second Water
System Real Property, the Second Water System Improvements, the Town
Hall Property, the Town Hall Improvements, the Additional Town Hall
Improvements and the Final Town Hall Improvements described on Exhibit
A hereto and the Operations Center Property described in the Second
Amendment to Base Town Lease (collectively, the "Existing Leased
Property") to the Town, lease back the real property described in
Exhibit A hereto as "Cortaro Silverbell Park Property" ground leased
by the Town to the Corporation pursuant hereto and lease the Sixth
Project to the Town and (B) the Town shall (I) ground lease the
Cortaro Silverbell Park Property to the Corporation and lease the same
back from the Corporation, extend the lease of the Existing Leased
Property from the Corporation and lease the Sixth Project from the
Corporation (collectively with the Existing Leased Property and the
Cortaro Silverbell Park Property, the "Leased Property") and (II) as
agent for the Corporation, agree to design, acquire, construct and
equip, as the case may be, the Sixth Project and provide for matters
related to the Third Refunding; and
WHEREAS, the Series 1997 Bonds, the Series 2003 Bonds, the
Series 2004 Bonds, the Series 2008 Bonds and any additional
obligations issued on a parity of lien therewith shall be secured by a
Trust Indenture, dated as of October 1, 1997 (as supplemented, the
"Indenture"), from the Corporation to Wells Fargo Bank, National
Association (formerly Norwest Bank Arizona, N.A. and Wells Fargo Bank
Arizona, N.A.), as trustee (the "Trustee"), as supplemented by the
Series 2000 Supplemental Trust Indenture, dated as of February 1,
2000, a Series 2003 Supplemental Trust Indenture, dated as of
September 1, 2003, a Series 2004 Supplemental Trust Indenture, dated
as of August 1, 2004, and a Series 2008 Supplemental Trust Indenture,
dated as of 1, 2008 (the "Series 2008 Supplemental
Indenture"), from the Corporation to the Trustee; and
WHEREAS, the Series 2008 Bonds shall be secured by this
Series 2008 Town Lease pursuant to which the Town shall pledge Town
sales tax, state-shared revenues, license and permit fees and fines
and forfeitures as security for the payment of rentals coming due
hereunder; and
WHEREAS, pursuant to a Guaranty Agreement, dated as of
1, 2008 (the "Series 2008 Guaranty Agreement"), by and
between the Corporation and (the "Series 2008 Insurer"),
the Series 2008 Insurer has agreed to provide a "Surety Bond"[???]
with respect to the Series 2008 Bonds in lieu of depositing amounts to
a reserve fund. for the Series 2008 Bonds; and
5
WHEREAS, the Corporation has not made and does not intend
to make any profit by reason of any business or venture in which it
may engage or by reason of the assistance it renders the Town in
financing the Fifth Project and the Second Refunding, and no part of
the net earnings of the Corporation, if any, shall ever inure to the
benefit of any person, firm or corporation, except the Town;
NOW THEREFORE, PURSUANT TO LAW AND FOR AND IN CONSIDERATION
OF THE MUTUAL COVENANTS HEREINAFTER CONTAINED, IT IS HEREBY AGREED AS
FOLLOWS AS A SUPPLEMENT TO THE BASE TOWN LEASE:
ARTICLE I
GROUND LEASE; TERMS; RENT; DESIGN, ACQUISITION,
CONSTRUCTION AND EQUIPPING OF THE SIXTH PROJECT
Section 1.01. (A) The following shall be referred to
herein as the "Ground Lease Provisions":
(1) For the term commencing with the date
hereof and continuing until July 2, 20 or such
earlier or later date as of which this Series
2008 Town Lease shall be terminated, the Town
hereby leases to the Corporation, and the
Corporation hereby leases from the Town, the
Cortaro Silverbell Park Property.
(2) The Corporation has paid to the Town
as rental for the Cortaro Silverbell Park
Property $100 for the entire term, together with
other good and valuable consideration as provided
herein, and said rental was paid upon the
execution and delivery of this Series 2008 City
Lease.
(3) The Corporation, as of the date
hereof, assigns all rights and benefits arising
from the Ground Lease Provisions to the Trustee
and shall grant the Trustee a lien on its
interest in the Ground Lease Provisions for the
benefit of the holders of the Series 2008 Bonds.
The Town hereby consents to such assignment and
grant of lien. The Trustee shall have no
obligations hereunder except as otherwise
provided in the Indenture.
(4) Notwithstanding this Series 2008 Town
Lease, the Town, so long as no event of default
by the Town under this Series 2008 Town Lease
shall have occurred and be continuing, shall at
all times have and retain such rights of access
6
and control of the Cortaro Silverbell Park
Property.
(5) The Town shall have the right to
terminate the Ground Lease Provisions upon
written notice to the Corporation given
concurrently with or subsequent to the date the
lien granted to the Trustee is released of record
as a result of the payment of or provision for
the entire indebtedness secured by said lien, as
provided in the Indenture. The Corporation shall
not at any time increase the amount of its
indebtedness secured by the said lien except (1)
to the extent it may be necessary in connection
with any refinancing or refunding which, by
reason of a default by the Town in the payment of
lease payments due under this Series 2008 Town
Lease, may then be required for the Corporation
to meet its obligations to the then holders of
indebtedness secured by the said lien, or (2) in
accordance with this Series 2008 Town Lease,
relating to additional financing or for refunding
bonds issued for such purposes. So long as this
Series 2008 Town Lease has not been terminated,
the Town shall have no right to terminate the
Ground Lease Provisions for any reason except the
nonpayment of the lease payments required to be
paid under the provisions of Section 2 hereof.
(6) Upon the expiration or termination of
the Ground Lease Provisions, the Corporation
shall surrender to the Town the Cortaro
Silverbell Park Property together with any
improvements thereon. At the time of such
surrender, the Cortaro Silverbell Park Property
shall be free and clear of all liens and
encumbrances other than (a) conditions,
reservations, exceptions, rights of way and
easements of record on the date of the
commencement of the term of this Series 2008 Town
Lease, or (b) liens or encumbrances imposed as a
result of an act or failure to act by the Town.
(B) For the term commencing with the date hereof and
continuing until July 2, 20 or such later date as of which the
Series 2008 Bonds are deemed paid and discharged pursuant to the
Indenture, the Town hereby extends the lease to the Corporation, and
the Corporation hereby continues the lease from the Corporation, of
the Existing Leased Property, and the Corporation hereby leases to the
Town, and the Town hereby leases from the Corporation, the Cortaro
Silverbell Park Property and the Sixth Project. No merger of title or
estates is intended by the Ground Lease Provisions and this
Subsection.
7
Section 1.02. The Town shall have the right to terminate
this Series 2008 Town Lease on written notice to the Corporation given
concurrently with, or subsequent to, the date the Series 2008
Supplemental Indenture is released of record as a result of the
payment or provision for payment of the entire indebtedness secured
hereby as provided in the Indenture and any supplements thereto. Upon
such termination, all rights of the Corporation in and to the Leased
Property shall cease, and the Corporation, by appropriate instruments
of conveyance, shall, without further consideration, convey the Leased
Property to the Town.
Section 1.03. As rental payments, the Town shall pay to
the Corporation (i) on July 1 and January 1 of each year commencing on
1, 200 an amount equal to the amount which when added to
the balance then in the Interest Fund established pursuant to the
Indenture shall be equal to interest due on the Series 2008 Bonds on
the next interest payment date; (ii) on July 1 and January 1 of each
year commencing on 1, 200_, an amount equal to the amount
which when added to the balance then in the Bond Retirement Fund
established pursuant to the Indenture shall be equal to the principal
due on the Series 2008 Bonds on the next principal payment date;
(iii) monthly, commencing on the first (1st) day of the month
following a payment made from the Reserve Fund established pursuant to
the Indenture, an amount equal to the amount required to restore the
Reserve Fund established pursuant to the Indenture to an amount equal
to the amount equal to the Reserve Requirement (as defined in the
Indenture) with respect to the Series 2008 Bonds or, if the Series
2008 Guaranty Agreement is in effect and the Series 2008 Insurer is
not in default thereunder, instead for payment of one-twelfth (1/12th)
of the amount required to reimburse the Series 2008 Insurer for any
interest owed by the Corporation to the Series 2008 Insurer for
payments made by the Series 2008 Insurer pursuant to the Series 2008
Surety Bond (as defined in the Series 2008 Supplemental Indenture) and
for any other money owed by the Corporation to the Series 2008 Insurer
pursuant to the Series 2008 Guaranty Agreement and (iv) when due, all
other amounts required to be paid by the Corporation or the Town to
the Trustee pursuant to the Indenture. Such rental payments shall be
paid for and in consideration of the use and occupancy of the Leased
Property which the Town receives and in consideration of the continued
quiet use and enjoyment thereof as provided in Section 4.01 hereof.
The obligation of the Town for such rental payments shall be co-
extensive with the debt service with respect to the Series 1997 Bonds,
the Series 2000 Bonds, the Series 2003 Bonds, the Series 2004 Bonds
and the Series 2008 Bonds as well as the payments to MBIA Insurance
Corporation (the "Series 1997 Insurer") pursuant to the Guaranty
Agreement, dated as of October 1, 1997 (the "Series 1997 Guaranty
Agreement"), by and between the Corporation and the Series 1997
Insurer, to Ambac Assurance Corporation (the "Series 2000 Insurer")
pursuant to the Guaranty Agreement, dated as of February 1, 2000 (the
"Series 2000 Guaranty Agreement"), by and between the Corporation and
the Series 2000 Insurer, to Ambac Assurance Corporation (the "Series
2003 Insurer") pursuant to the Guaranty Agreement, dated as of
September 1, 2003 (the "Series 2003 Guaranty Agreement"), to Ambac
8
Assurance Corporation (the "Series 2004 Insurer") pursuant to the
Guaranty Agreement, dated as of August 1, 2004 (the "Series 2004
Guaranty Agreement"), and the Series 2008 Insurer pursuant to the
Series 2008 Guaranty Agreement and, when the Series 1997 Bonds, the
Series 2000 Bonds, the Series 2003 Bonds, the Series 2004 Bonds, the
Series 2008 Bonds and other obligations secured under the Indenture as
well as the payments to the Series 1997 Insurer pursuant to the Series
1997 Guaranty Agreement, the Series 2000 Insurer pursuant to the
Series 2000 Guaranty Agreement, the Series 2003 Insurer pursuant to
the Series 2003 Guaranty Agreement, the Series 2004 Insurer pursuant
to the Series 2004 Guaranty Agreement and the Series 2008 Insurer pur-
suant to the Series 2008 Guaranty Agreement have been fully paid or
provided for, the Town shall, except for the obligation of the Town to
make payments to the Trustee pursuant to provisions of the Indenture,
have no further obligation to make rental payments hereunder.
Section 1.04. As additional rental payments, the Town
shall pay (i) all amounts required to be paid to the United States of
America pursuant to Section 148 (f) of the Internal Revenue Code of
1986, as amended (the "Code"), with respect to the Series 2008 Bonds
and the investment of the proceeds thereof as provided in Section
10.01 hereof, (ii) all fees and expenses of the Trustee and the
registrars and paying agents under the Series 2008 Supplemental
Indenture, (iii) the reasonable expenses of the Corporation necessary
with respect to clause (i) or approved by the Town and not otherwise
required to be paid by the Town under the terms hereof, (iv) losses on
investments made by the Trustee at the direction of the Town under the
terms of the Indenture, but only to the extent necessary to meet the
debt service on the Series 2008 Bonds and to pay any other amounts
required to be paid by the Corporation or the Town under the
Indenture, (v) fees for maintaining the corporate existence of the
Corporation and all costs, expenses, losses or damages, including
reasonable attorneys' fees, pertaining to any claim or legal action
brought against the Trustee or the Corporation with respect to the
legality of any defect in this Series 2008 Town Lease, the Indenture,
the Series 2008 Guaranty Agreement or the Series 2008 Bonds, or
questioning the legality of any action taken or to be taken pursuant
thereto and (vi) all other expenses of the Corporation incurred at the
written request of the Town or the Trustee in accordance with the
provisions of this Series 2008 Town Lease, the Indenture or the Series
2008 Guaranty Agreement. The Town shall pay the amounts specified in
clause (i) directly to the United States as required by the Code, in
clause (ii) directly to the Trustee as they become due and within
twenty (20) days after receipt by the Town of invoice therefor, except
as otherwise provided in the Indenture, in clause (iii) to either the
Corporation or its creditors, upon evidence that the expenses or fees
have been incurred by it, and within twenty (20) days after receipt by
the Town of invoice therefor, in clause (iv) to the Trustee, in clause
(v) to the Trustee or the Corporation, as appropriate, upon evidence
that such costs, expenses, losses or damages have been incurred and in
clause (vi) to the Corporation, upon evidence that such expenses have
been incurred.
9
Section 1.05. Such rental payments, as well as any other
money required to be expended by the Town pursuant to the provisions
of this Series 2008 Town Lease, shall be payable solely from sources
referred to in Article III hereof and shall under no circumstances
constitute a general obligation of the Town or be payable from the
proceeds of ad valorem taxes.
Section 1.06. Amounts payable hereunder shall be paid in
lawful money of the United States of America to or upon the order of
the Corporation and at such place as the Corporation may designate in
writing. Any rental payments accruing hereunder which shall not be
paid within five (5) days after its due date shall bear interest at
the highest rate permitted by law, but not exceeding twelve percent
(12%) per annum, from the date when the same is due hereunder until
the same shall be paid.
Section 1.07. Notwithstanding the provisions of Section
1.06 hereof, all rental payments for debt service on the Series 2008
Bonds and for payments to the Series 2008 Insurer pursuant to the
Series 2008 Guaranty Agreement as well as additional rental payments
payable to the Trustee under Section 1.04 hereof shall be paid at the
principal corporate trust office of the Trustee. The Corporation
shall cause the Trustee to apply such rental payments made in the
manner and for the purposes expressed in the Indenture.
Section 1.08. Unless otherwise requested by the Town
pursuant to Section 7.02 hereof, any money in the Revenue Fund
established pursuant to the Indenture which, in the opinion of the
Trustee, exceeds the amounts necessary for the current debt service on
the Series 1997 Bonds, the Series 2000 Bonds, the Series 2003 Bonds,
the Series 2004 Bonds and the Series 2008 Bonds then outstanding
(including administrative costs and expenses) and for payments to the
Series 1997 Insurer pursuant to the Series 1997 Guaranty Agreement,
the Series 2000 Insurer pursuant to the Series 2000 Guaranty
Agreement, the Series 2003 Insurer pursuant to the Series 2003
Guaranty Agreement, the Series 2004 Insurer pursuant to the Series
2004 Guaranty Agreement and the Series 2008 Insurer pursuant to the
Series 2008 Guaranty Agreement shall, at least annually, so long as
the Town is not in default hereunder, constitute a credit to the Town
on the next succeeding rental payment or payments due or coming due
hereunder and under the Base Town Lease. Likewise, earnings on the
Revenue Fund established pursuant to the Indenture shall, at least
annually, so long as the Town is not in default hereunder, constitute
a credit to the Town on the next succeeding rental payment or payments
due or coming due hereunder.
Section 1.09. The Town, as agent to the Corporation, shall
provide the Sixth Project pursuant to the plans and specifications of
the Town prior to 1, 2010, with, and only with, proceeds of
the sale of the Series 2008 Bonds available for such purpose. Other
than such proceeds, the Corporation shall have no further obligation
or additional duty to provide any other amounts for such purpose.
10
Section 1.10. [???] For purposes of Section 1.03(iii), the
Series 2008 Insurer shall be reimbursed from legally available funds
within the Series 2008 Reimbursement Period (as defined in the Series
2008 Guaranty Agreement) without demand or notice by the Series 2008
Insurer to the Corporation or any other person to the extent of each
Series 2008 Surety Bond Payment (as defined in the Series 2008
Guaranty Agreement) with interest on each Series 2008 Surety Bond
Payment from and including the date made to the date of the
reimbursement by the Corporation at the lesser of the Series 2008
Reimbursement Rate (as defined in the Series 2008 Guaranty Agreement)
or the maximum rate of interest permitted by then applicable law. The
Corporation hereby acknowledges its obligation to make all payments
required pursuant to the Series 2008 Guaranty Agreement to the Series
2008 Insurer.
ARTICLE II
TAXES, LIENS, UTILITIES, INSURANCE AND OTHER CHARGES
Section 2.01. The rental payments payable pursuant to this
Series 2008 Town Lease shall be an absolute net return to the
Corporation, free from any expenses and charges with respect to the
Leased Property or the income therefrom.
Section 2.02. The Town shall pay or cause to be paid,
punctually when due and payable all property taxes, income taxes,
gross receipts taxes, business and occupation taxes, occupational
license taxes, water charges, sewer charges, assessments (including,
but not limited to, assessments for public improvements or benefits)
and all other governmental taxes and charges of every kind and nature
which at any time prior to the expiration or termination of this
Series 2008 Town Lease shall be or become due and payable by the
Corporation or the Town and which shall be levied, charged, assessed
or imposed:
(i) upon or with respect to the Corporation or which
shall be or become liens upon the Leased Property or any interest
of the Corporation or the Town therein or pursuant to this Series
2008 Town Lease;
(ii) upon or with respect to the possession, opera-
tion, management, maintenance, alteration, repair, rebuilding,
use or occupancy by the Town of the Leased Property or any
portion thereof or
(iii) upon any transaction or any document to which the
Town is a party creating or transferring an interest or an estate
in or to the Leased Property.
The Town shall furnish to the Corporation promptly, upon request,
proof of the payment of any such tax, assessment or charge which is
payable by the Town pursuant to this Section. It shall not be a
11
breach of this Section if the Town fails to pay any such tax,
assessment or charge during any period or periods in which the Town,
in good faith, or the Corporation, shall be contesting the amount or
validity of such tax, assessment or charge. The Corporation shall, if
requested by the Town, contest the amount or validity of any such tax,
assessment or charge, and the Town shall pay the costs of the
Corporation therefor.
Section 2.03. The Town shall pay, when due, all sums of
money that may become due for or purporting to be for, any labor,
services, materials, supplies or equipment alleged to have been
furnished or to be furnished to or for the Town in, upon or about the
Leased Property and which may be secured by any mechanics',
materialmen's or other lien against the Leased Property or the
interest of the Corporation therein and shall cause each such lien to
be fully discharged and released at the time of performance of any
obligation secured by any such lien as such obligation matures or
becomes due, provided, however, that if the Town desires to contest
any such lien the Town may do so, but notwithstanding any such
contest, if any such lien shall be reduced to final judgment and such
judgment or such process as may be issued for the enforcement thereof
is not promptly stayed, or if so stayed and such stay thereafter
expires, then and in any such event the Town shall forthwith pay and
discharge such judgment.
Section 2.04. The Town shall pay or cause to be paid all
charges for gas, water, steam, electricity, light, heat, power, tele-
phone or other utility service furnished to or used in connection with
the Leased Property. The Corporation shall not be required to furnish
to the Town any gas, water, sewer, electricity, light, heat, power,
telephone or other utility service of any kind nor shall the Corpora-
tion be required to pay for any such charges or services.
Section 2.05. The Town shall, at its own cost and expense,
keep the Leased Property in good repair and condition, ordinary wear
and tear excepted and shall repair, renew or replace any portion
thereof that shall have lost its usefulness due to damage,
destruction, deterioration or obsolescence. In exchange for the
rental payments herein provided, the Corporation shall provide nothing
more than the Leased Property. Failure of the Town to faithfully
observe this covenant shall constitute a breach of this Series 2008
Town Lease, and the Corporation shall have reasonable rights of
inspection for the purpose of determining the performance by the Town
of the obligations of the Town pursuant to this Section.
Section 2.06. The Town shall cause the Leased Property to
be insured against loss or damage by fire, explosion and other hazards
customarily insured under extended coverage in an amount not less than
the full insurable value of such property and maintain other insurance
on the business and properties of the Town with respect to loss, dam-
age, liability and other claims of the kind customarily insured
against by similarly situated municipal corporations. All such
insurance shall be of such types and in such amounts and with such
12
deductible provisions as are customarily carried under similar
circumstances by such other municipal corporations. All such
insurance shall be carried with financially sound and reputable
insurance companies authorized to issue such policy or insure such
risk in the State of Arizona. Each policy shall contain provisions,
if available, that written notice of cancellation or substantial
modification thereof shall be given to the Corporation and the Trustee
at least thirty (30) days, or the greatest available period shorter
than thirty (30), days prior to such cancellation or modification.
The Town may obtain blanket policies covering one or more risks if the
minimum coverages required herein are met and all buildings located on
the Leased Property are covered to their full insurable value.
respect to
sources from
Section 2.07. All amounts payable
the purposes of this Article are
which the rental payments hereunder
ARTICLE III
pursuant to or with
payable from the same
are payable.
SOURCES OF PAYMENT AND PLEDGE
Section 3.01. All rental payments and other payments made
in accordance herewith shall be made from Town sales taxes, State
shared revenues, license and permit fees and fines and forfeitures
which the Town now collects, which the Town may collect in the future
or which are allocated or apportioned to the Town by the State of
Arizona, any political subdivision thereof or any other governmental
unit or agency EXCEPT the share of the Town of any taxes which by
State of Arizona law, rule or regulation must be expended for other
purposes, such as the motor vehicle fuel tax (collectively, the
"Excise Taxes"). The Town shall first make all rental payments
required by Sections 1.03 and 1.04(i) hereof and then any other rental
payments accruing pursuant to this Series 2008 Town Lease from the
Excise Taxes and thereafter may use the remaining Excise Taxes for any
other lawful purpose, but only to the extent that, taking into account
the reasonably anticipated amounts, the Excise Taxes will not be
reduced to such a level that the Town will be unable to make the next
rental payment hereunder or under the Base Town Lease.
Section 3.02. The Town may, at the sole option of the
Town, make rental payments and any other payments required hereunder
from its other funds as permitted by law and as the Town shall
determine from time to time, but the Corporation acknowledges that it
has no claim hereunder to such other funds. No part of the rental
payments and other amounts payable pursuant to this Series 2008 Town
Lease shall be payable out of any ad valorem taxes imposed by the
Town, from bonds or other obligations, for the payment of which the
general taxing authority of the Town is liable or pledged or from the
general funds of the Town, unless (i) the same shall have been duly
budgeted by the Town according to law, (ii) such payment or payments
shall be within the budget or expenditure limitations of the
Constitution and laws of the State of Arizona and (iii) such payment
13
is not in conflict with the Constitution and laws of the State of
Arizona.
Section 3.03. The Town hereby pledges for the payment of
the rental payments required by Sections 1.03 and 1.04(1) hereof and
then any other rental payments required hereunder the Excise Taxes.
The Town intends that this pledge shall be a first lien upon the
Excise Taxes as will be sufficient to make the rental payments
pursuant hereto.
Section 3.04. To the extent permitted by law, the Excise
Taxes shall be retained and maintained so that the amounts received
from the Excise Taxes all within and for the next preceding fiscal
year shall be equal to at least two (2) times the total of rental
payments payable hereunder in any current fiscal year of the Town.
The Town further covenants and agrees that if at any time the Excise
Taxes will not be sufficient to pay all current rental payments
required pursuant to this Series 2008 Town Lease or if such amounts
will not equal two (2) times the rental payments in any current fiscal
year, the Town shall impose new exactions of the type of the Excise
Taxes which shall be part of the Excise Taxes or increase the rates
for the Excise Taxes currently imposed in order that (i) the Excise
Taxes will be sufficient to pay all current rental payments hereunder
and (ii) such amounts will be reasonably calculated to attain the
level as required by the first sentence of this Section.
Section 3.05. So long as any of the Series 2008 Bonds
remain outstanding and the principal and interest thereon shall be
unpaid or unprovided for, the Town shall not further encumber the
Excise Taxes pledged pursuant to this Article on a basis equal to this
first lien pledge unless the Excise Taxes in the next preceding fiscal
year shall have amounted to at least three (3) times the highest
combined interest and principal requirements for any succeeding twelve
(12) months' period for all of the Series 1997 Bonds, the Series 2000
Bonds, the Series 2003 Bonds, the Series 2004 Bonds and the Series
2008 Bonds then outstanding and any obligations issued on a parity of
lien therewith (hereinafter referred to as the "Additional
Obligations") which may include any Additional Bonds (as such term is
defined in the Indenture) proposed to be secured by a pledge of the
Excise Taxes.
Section 3.06. In the event of any default by the Town
under this Series 2008 Town Lease, the remedies of the Corporation
with respect to the enforcement of the liens and pledges set forth in
this Article and with respect to the covenants and agreements
contained in this Article shall be as provided in Article V hereof.
The Trustee, on behalf of the registered owners of the Series 2008
Bonds and the Series 2008 Insurer, may enforce these liens and pledges
and the aforesaid covenants and agreements in place of the Corporation
in accordance with the terms and conditions of the Indenture.
14
Section 3.07
and 3.05 hereof is, at the
at the time of the issuance
The conditions set forth in Sections 3.04
time of the execution hereof, and shall be,
of the Series 2008 Bonds, satisfied.
Section 3.08. In order to secure payment of the amounts
due pursuant to the Base Town Lease and this Series 2008 Town Lease as
well as any agreement or amendment described in Section 7.03 (v) hereof
and to create a separate and special fund which shall contain only the
revenues from the Excise Taxes and shall not contain any other moneys
of the Town, the Town shall continue to provide for the utilization of
a special fund to be known as the "Town of Marana Excise Tax Revenue
Fund" (the "Excise Tax Revenue Fund"). Upon receipt by the Town, the
revenues from the Excise Taxes shall be deposited in and to the Excise
Tax Revenue Fund. The Excise Tax Revenue Fund shall be funded only
from the revenues from the Excise Taxes received by the Town and from
no other source. After paying therefrom amounts of the revenues from
the Excise Taxes for the purposes described herein, the Excise Tax
Revenue Fund may be reduced to zero each January 2 and July 2 after
the amount required to be deposited to the Interest Fund, the Bond
Retirement Fund and Reserve Fund as described hereinabove has been
deposited, including by transferring any such balance to the "General
Fund" of the Town.
ARTTCT,F. TV
UIET ENJOYMENT; EXPIRATION OR TERMINATION
OF LEASE; SURRENDER OF LEASED PROPERTY
Section 4.01. The Town, by keeping and performing the
covenants and agreements herein contained, shall at all times during
the term hereof, peaceably and quietly, have, hold and enjoy the
Leased Property, without suit, trouble or hindrance from the
Corporation.
Section 4.02. Except as is otherwise provided hereinafter,
the Town shall upon the expiration or termination of this Series 2008
Town Lease surrender to the Corporation the Leased Property in good
order and condition and in a state of repair that is consistent with
prudent use and conscientious maintenance, except for reasonable wear
and tear.
Section 4.03. In consideration of the timely payment of
all rental payments provided herein and provided that (i) the Town has
performed all the covenants and agreements required to be performed by
the Town and (ii) the Series 2008 Bonds, as to principal, interest and
any premium, together with any remaining fees or expenses of the
Trustee and the registrars and the paying agents under the Series 2008
Supplemental Indenture as well as payments to the Series 2008 Insurer
pursuant to the Series 2008 Guaranty Agreement, have been paid or
provided for, the Corporation shall cause the Trustee to release the
Leased Property from the lien of the Indenture for purposes of Section
1.02. Upon such termination, all rights of the Corporation or any
15
other person or entity, except the Town, in and to the Leased Property
shall cease and the Corporation shall, without further consideration,
execute and deliver to the Town appropriate instruments of conveyance
conveying title to the Leased Property to the Town. The Corporation
shall take any and all steps and shall execute and record any and all
documents reasonably required by the Town to consummate the transfer
of title to the Leased Property to the Town.
ARTTCT,F. V
REMEDIES UPON DEFAULT, NO ABATEMENT OF RENTALS
Section 5.01. Upon the nonpayment of the whole or any part
of the rental payments when the same are to be paid as herein provided
or violation by the Town of any other covenant or provision of this
Series 2008 Town Lease and if such default has not been cured (i) in
the case of nonpayment of rental payments, within five (5) days and
(ii) in the case of the breach of any other covenant or provision
hereof, within thirty (30) days after notice in writing from the
Corporation specifying such default, the Corporation may bring an
action for the recovery of any of the rental payments due (but not for
rental payments accruing) or for damages for breach of this Series
2008 Town Lease, and the Corporation may pursue any other remedy which
the law affords, except that the remedy of specific performance shall
also be available.
Section 5.02. The Corporation, upon the bringing of a suit
to collect the rental payments in default, may request enforcement of
the pledges and foreclosure of the liens set forth in Article III
hereof, in which event the Corporation, as a matter of right, without
notice and without giving any bond or surety to the Town or anyone
claiming under the Town, may have a receiver appointed of the Excise
Taxes with such powers as the court making such appointment shall
confer and the Town does hereby irrevocably consent to such appoint-
ment.
Section 5.03. In any suit to enforce the terms of this
Series 2008 Town Lease, the Corporation shall recover its costs
therein, as well as reasonable attorneys' fees, as the Court shall
approve.
Section 5.04. The Corporation shall in no event be in
default in the performance of any of the obligations of the
Corporation pursuant to this Series 2008 Town Lease (other than the
obligation to make the rental payments required by Sections 1.03 and
1.04(i) hereof) unless the Corporation shall have failed to perform
such obligations within thirty (30) days or such additional time as is
reasonably required to correct any such default after notice by the
Town to the Corporation and to the Trustee properly specifying wherein
the Corporation has failed to perform any such obligation. So long as
any of the Series 1997 Bonds, the Series 2000 Bonds, the Series 2003
Bonds, the Series 2004 Bonds or the Series 2008 Bonds are outstanding
16
or payments to the Series 1997 Insurer pursuant to the Series 1997
Guaranty Agreement, the Series 2000 Insurer pursuant to the Series
2000 Guaranty Agreement, the Series 2003 Insurer pursuant to the
Series 2003 Guaranty Agreement, the Series 2004 Insurer pursuant to
the Series 2004 Guaranty Agreement or the Series 2008 Insurer pursuant
to the Series 2008 Guaranty Agreement are unpaid, the Town shall have
no right to abate or offset the payments of rental payments to be made
by the Town hereunder as a result of a default by the Corporation. In
the event of default by the Corporation, the Corporation agrees that
specific performance may be had and that the Town shall not be limited
to a remedy for damages.
Section 5.05. Except as in this Series 2008 Town Lease
expressly provided, this Series 2008 Town Lease shall not terminate or
be affected in any manner by reason of the condemnation, destruction
or damage, in whole or in part, or by reason of the unusability,
commercial frustration of purpose or abandonment of, the Leased
Property or the Sixth Project or failure to complete provision of the
Sixth Project, and, except as in this Series 2008 Town Lease expressly
provided, the rental payments shall be absolute and unconditional,
shall not be subject to any defense, counterclaim or recoupment and
shall be paid by the Town in accordance with the terms, covenants and
conditions of this Series 2008 Town Lease without abatement,
diminution or reduction.
Section 5.06. Each right, power and remedy of the Corpora-
tion or the Town provided for in this Series 2008 Town Lease shall be
cumulative and concurrent and shall be in addition to every other
right, power or remedy provided for herein, or, unless prohibited by
the terms hereof, now or hereafter existing at law or in equity or by
statute or otherwise, in any jurisdiction where such rights, powers
and remedies are sought to be enforced, and the exercise or beginning
of the exercise by the Corporation or the Town of any one or more of
the rights, powers or remedies provided for herein or now or hereafter
existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by either party of any or
all of such other rights, powers or remedies.
Section 5.07. The failure to insist upon a strict perform-
ance of any of the covenants or agreements herein set forth shall not
be considered or taken as a waiver or relinquishment for the future of
the Corporation's or the Town's rights to insist upon a strict compli-
ance by the Town or the Corporation with all the covenants and condi-
tions hereof.
ARTTC'T,F. VT
Section 6.01.
less than ten (10) days'
tee, the Town shall
ESTOPPEL CERTIFICATE
At any time and from time-to-time, upon not
prior request by the Corporation or the Trus-
execute, acknowledge and deliver to the
17
Corporation and the Trustee a statement in writing certifying that
this Series 2008 Town Lease is unmodified and in full force and effect
(or, if this Series 2008 Town Lease has been modified, that it is in
full force and effect except as modified, and stating the
modification), and the dates to which the rental payments hereunder
have been paid in advance, if any.
ARTICLE VII
REFINANCING; REFUNDING; REDEMPTION;
PURCHASE OF BONDS; ADDITIONAL BONDS
Section 7.01. Upon notice to the Corporation, the Town may
request that the Corporation refinance or prepay, as the case may be,
the Series 2008 Bonds by refinancing or prepaying the Series 2008
Bonds, subject to the provisions of the Indenture. The Corporation
shall use its best efforts to so refinance or prepay the Series 2008
Bonds.
Section 7.02. The Town shall have the right to pay
installment rental payments in advance and may specify that such
payments be placed in the Bond Retirement Fund established pursuant to
the Indenture. In addition, if at any time the money in the Revenue
Fund established pursuant to the Indenture exceeds, in the opinion of
the Trustee, the amounts necessary for the current debt service on the
Series 1997 Bonds, the Series 2000 Bonds, the Series 2003 Bonds, the
Series 2004 Bonds and the Series 2008 Bonds then outstanding and the
fees, charges and expenses of the Trustee and the registrars and
paying agents under the Indenture as well as payments to the Series
1997 Insurer pursuant to the Series 1997 Guaranty Agreement, the
Series 2000 Insurer pursuant to the Series 2000 Guaranty Agreement,
the Series 2003 Insurer pursuant to the Series 2003 Guaranty
Agreement, the Series 2004 Insurer pursuant to the Series 2004
Guaranty Agreement and the Series 2008 Insurer pursuant to the Series
2008 Guaranty Agreement which are unpaid, such excess shall, at the
request of the Town, be transferred to and paid over into the Bond
Retirement Fund established pursuant to the Indenture. At the request
of the Town, the Corporation shall cause the amount of money contained
in the Bond Retirement Fund established pursuant to the Indenture from
time to time to be used on any redemption date authorized in the
Indenture to retire all or any portion of the outstanding Series 2008
Bonds, or if, before the Series 2008 Bonds are subject to redemption,
the Series 2008 Bonds may be obtained in the open market at a cost
equal to or below par, or, after the Series 2008 Bonds are subject to
redemption, the Series 2008 Bonds may be so obtained at a price below
the cost of redemption, then, upon the request of the Town, the Corpo-
ration shall cause money contained in the Bond Retirement Fund estab-
lished pursuant to the Indenture to be used to purchase Series 2008
Bonds in the open market for the purpose of cancellation. At such
time or times as Series 2008 Bonds are redeemed or purchased pursuant
hereto, the rental payments to be paid by the Town hereunder shall be
adjusted in such manner as to provide for the debt service on the
18
remaining Series 2008 Bonds. There shall be no accumulation of funds,
or earnings thereon, in the Bond Retirement Fund established pursuant
to the Indenture as would cause the Series 2008 Bonds to be deemed
"arbitrage bonds" under the Code.
Section 7.03. The Corporation may establish one or more
issues of Additional Obligations on a parity with the Series 1997
Bonds, the Series 2000 Bonds, the Series 2003 Bonds, the Series 2004
Bonds and the Series 2008 Bonds with respect to the Excise Taxes in
such principal amount as may be determined by the Corporation, subject
to the following specific conditions which are hereby made conditions
precedent to the issuance of such Additional Obligations:
(i) such Additional Obligations shall have been
authorized to finance or refinance the cost of acquiring, con-
structing, reconstructing or improving buildings, equipment and
other real and personal properties suitable for use by and for
leasing to the Town or its agencies or instrumentalities, or to
refinance or refund any bonds or other obligations which have
been issued for such purposes, and the issuance thereof shall
have been determined and declared by the Corporation, by
appropriate resolution, to be necessary for that purpose;
(ii) the Corporation shall be in compliance with all
covenants and undertakings set forth in this Series 2008 Town
Lease and in the Indenture, as either or both may have been sup-
plemented;
(iii) the resolution authorizing issuance of such Addi-
tional Obligations shall require that the proceeds of the sale of
such Additional Obligations shall be applied solely for one or
more of the purposes set forth in (i) above and expenses and
costs incidental thereto, including costs and expenses incident
to the issuance and sale of such Additional Obligations and the
costs of any premium relating to insurance on the Additional
Obligations or on any debt service reserve fund therefor, and for
funding a debt service reserve fund for the protection of the
owners of the Additional Obligations (which shall be in an amount
equal to the Reserve Requirement as such term is defined in the
Indenture) for such Additional Obligations and, if desired,
interest on such Additional Obligations during the actual period
of any acquisition and construction of such facilities and for a
reasonable period of time thereafter;
(iv) such Additional Obligations shall be equally and
ratably secured with the Series 1997 Bonds, the Series 2000
Bonds, the Series 2003 Bonds, the Series 2004 Bonds and the
Series 2008 Bonds, without preference or priority of any of the
Series 1997 Bonds, the Series 2000 Bonds, the Series 2003 Bonds,
the Series 2004 Bonds, the Series 2008 Bonds or Additional
Obligations over any other Series 1997 Bonds, Series 2000 Bonds,
Series 2003 Bonds, Series 2004 Bonds, Series 2008 Bonds or
19
Additional Obligations, except as expressly provided in the
Indenture, as supplemented;
(v) the Corporation shall have entered into an agree-
ment with the Town, or shall have amended this Series 2008 Town
Lease, in and by which the Town obligates itself in the manner
therein provided to increase or decrease the rental payments or
to make such payments to the Corporation at the times and in
amounts sufficient to provide for the payment of principal of and
interest on such Additional Obligations as such principal and
interest become due and
(vi) the conditions set forth in Section 3.05 hereof
shall then be satisfied.
ARTICLE VIII
OFFICIAL STATEMENT DISCLOSURES; INDEMNIFICATION
Section 8.01. The Town hereby recognizes that in the sale
of the Series 2008 Bonds the Corporation shall have issued an Official
Statement describing the Series 2008 Bonds and the security for the
payment thereof and containing certain information about the Town (the
"Official Statement") which has been furnished to the Corporation by
the Town. Recognizing that the Corporation and its officers, direc-
tors, agents and employees have no practicable independent means of
verifying such information, the Town hereby represents and warrants to
the Corporation that all material contained in the Official Statement,
insofar as it relates to the Town and the sources of funds or as it
otherwise describes the security of this Series 2008 Town Lease and
the rights of the owners of the Series 2008 Bonds with respect
thereto, is accurate, contains no material misrepresentation of fact
and does not omit any statement of fact which, in the light of the
circumstances under which the Official Statement is issued, would be
misleading.
Section 8.02. To the extent permitted by applicable law,
the Town shall pay, indemnify and save the Corporation and the Trustee
harmless, from the same sources from which the rental payments here-
under are payable, for, from and against any and all claims by or on
behalf of any person, firm, corporation or governmental authority
arising from the occupation, use or possession of the Leased Property,
including any liability for any violation of conditions, restrictions,
laws, ordinances or regulations affecting the said property or the
occupancy or use thereof.
Section 8.03. The Corporation, its incorporators, members,
directors, officers, agents and employees shall not be liable to the
Town or to any other person whomsoever for any death, injury or damage
that may result to any person or property by or from any cause
whatsoever in or on the Leased Property or any part thereof, unless
caused by the willful misconduct of the Corporation, its
20
incorporators, members, directors, officers, agents or employees. To
the extent permitted by applicable law, the Town shall indemnify and
hold such persons harmless, from the same sources from which the
rental payments hereunder are payable, for, from and against and
defend them and each of them against any and all claims, losses or
judgments for death of, or injury to, any person, or for damage to any
property whatsoever incurred in or on the adjoining streets, roads,
sidewalks and passageways, unless caused by the willful misconduct of
the Corporation, its incorporators, members, directors, officers,
agents or employees. In the event any action or proceeding is brought
against any of the persons referred to in this Section by reason of
any such claim, the Town, upon notice from the Corporation, shall
resist or defend such action or proceeding.
Section 8.04. To the extend permitted by applicable law,
the Town shall pay and indemnify the Corporation, from the same
sources from which the rental payments hereunder are payable, for,
from and against all lawful and reasonable costs and charges,
including reasonable counsel fees, in enforcing any covenant or
agreement of the Town contained in this Series 2008 Town Lease.
Section 8.05. In clarification and extension of the
provisions of the other sections of this Article VIII, and not in
substitution therefor and to the extent permitted by applicable law,
the Town, subject to the provisions of Section 1.04 hereof, shall
indemnify and hold the Corporation and the Trustee, their respective
incorporators, members, directors, officers, agents and employees,
harmless, from the same sources from which the rental payments
hereunder are payable, for, from and against any and all claims,
expenses, liens, judgments, liability or loss whatever, including
reasonable legal fees and expenses relating to or in any way arising
out of (i) this Series 2008 Town Lease, the Indenture, the Series 2008
Guaranty Agreement and security agreements, financing statements,
supplements, amendments or additions thereto or the enforcement of any
of the terms thereof; (ii) the Series 2008 Bonds; (iii) any offering
statement or official statement, either preliminary or final,
pertaining to the Series 2008 Bonds and (iv) the issuance and sale of
the Series 2008 Bonds or the transactions contemplated in any of the
aforementioned acts, agreements or documents; provided, however, that
such indemnity shall not extend to any actions of (A) the Corporation
deliberately taken by them over the objections of the Town or
otherwise involving the wilful misconduct or gross negligence of the
Corporation, its directors, incorporators, members, officers or agents
or (B) the Trustee involving the wilful misconduct or negligence of
the Trustee, its directors, officers or agents. The Corporation and
the Trustee shall give notice to the Town of any event or condition
which requires indemnification by the Town hereunder, or any
allegation of such event or condition, promptly upon obtaining
knowledge thereof, and, to the extent that the Town makes or provides
for payment to the satisfaction of the Corporation or the Trustee
under the indemnity provisions hereof, the Town shall be subrogated to
the rights of the Corporation or the Trustee with respect to such
event or condition and shall have the right to determine the
21
settlement of claims thereon. The Town shall pay all amounts due
hereunder promptly upon notice thereof from the Corporation or the
Trustee. In case any action, suit or proceeding is brought against
the Corporation or the Trustee by reason of any act or condition which
requires indemnification by the Town hereunder, the Corporation and
the Trustee shall notify the Town promptly of such action, suit or
proceeding, and the Town may (and will upon the request of the
Corporation or the Trustee), at the Town's expense, resist and defend
such action, suit or proceeding, or cause the same to be resisted and
defended, by counsel for the Series 2008 Insurer of the liability or
by counsel designated by the Town and approved by the Corporation and
the Trustee. If the Corporation or the Trustee desire to participate
in the defense of such action, suit or proceeding through their own
counsel, they may do so at their own expense.
ARTTC'T,F TX
ACCESS AND CONTROL OF TOWN AND BOND SERIES 2008 INSURER
Section 9.01. The Corporation, incident to the issuance
and sale of the Series 2008 Bonds and the provisions of the Series
2008 Surety Bond pursuant to the Series 2008 Guaranty Agreement, shall
assign [(except for the Unassigned Corporation's Rights (as such term
is defined in the Indenture)] all rights and benefits hereunder to the
Trustee and shall grant the Trustee a lien on its interest in this
Series 2008 Town Lease for the benefit of the owners of the Series
2008 Bonds and the Series 2008 Insurer. The Town hereby consents to
such assignment and grant of lien.
Section 9.02. The Town, so long as no event of default by
the Town under this Series 2008 Town Lease shall have occurred and be
continuing, shall at all times have and retain all rights of access
and control of the Leased Property. The rights and interests of the
Corporation assigned, granted and set over to the Trustee pursuant to
the Indenture shall, so long as no event of default by the Town
pursuant to this Series 2008 Town Lease shall have occurred and be
continuing, be subject and subordinate to the rights of the Town under
this Section.
ARTT("T.F. X
FEDERAL LAW PROVISIONS
Section 10.01. (A) The Town and the Corporation covenant
to the holders of the Series 2008 Bonds that they will not make or
direct the making of any investment or other use of the proceeds of
any Series 2008 Bonds which would cause such Series 2008 Bonds to be
"arbitrage bonds" as that term is defined in section 148 (or any
successor provision thereto) of the Internal Revenue Code of 1986, as
amended, or "private activity bonds" as that term is defined in
section 141 (or any successor provision thereto) of such Code, and
22
that they will comply with the requirements of such Code sections and
related regulations throughout the term of the Series 2008 Bonds. The
Town and the Corporation hereby further covenant and agree to comply
with the procedures and covenants contained in any arbitrage rebate
provision or separate agreement executed in connection with the issu-
ance of the Series 2008 Bonds for so long as compliance is necessary
in order to maintain the exclusion from gross income for federal
income tax purposes of interest on the Series 2008 Bonds. In consid-
eration of the purchase and acceptance of the Series 2008 Bonds by
such holders from time to time and of retaining such exclusion and as
authorized by Title 35, Chapter 3, Article 7, Arizona Revised Stat-
utes, as amended, the Town and the Corporation covenant, and the
appropriate officials of the Town and the Corporation are hereby
directed, to take all action required to retain such exclusion or to
refrain from taking any action prohibited by such Code which would
adversely affect in any respect such exclusion.
(B) The Town shall take all necessary and desirable
steps, as determined by the Town, to comply with the requirements
hereunder in order to ensure that interest on the Series 2008 Bonds is
excluded from gross income for federal income tax purposes under such
Code; provided, however, compliance with any such requirement shall
not be required in the event the Town receives a Bond Counsel's Opin-
ion (as such term is hereinafter defined) that either (i) compliance
with such requirement is not required to maintain the exclusion from
gross income of interest on the Series 2008 Bonds, or (ii) compliance
with some other requirement will meet the requirements of such Code.
In the event the Town receives such a Bond Counsel's Opinion, the
parties agree to amend this Series 2008 Town Lease to conform to the
requirements set forth in such opinion.
(C) If for any reason any requirement hereunder is
not complied with, the Town shall take all necessary and desirable
steps, as determined by the Town, to correct such noncompliance within
a reasonable period of time after such noncompliance is discovered or
should have been discovered with the exercise of reasonable diligence
and the Town shall pay any required interest or penalty under Regula-
tions section 1.148-3(h) with respect to such Code.
Section 10.02. (A) Terms not otherwise defined in Subsec-
tion (B) hereof shall have the meanings given to them in the arbitrage
certificate of the Town delivered in connection with the issuance of
the Series 2008 Bonds.
meanings:
(B) The following terms shall have the following
Bond Counsel's Opinion shall mean an opinion signed by
an attorney or firm of attorneys of nationally recognized standing in
the field of law relating to municipal bonds selected by the Town.
Bond Year shall mean each one-year period beginning on
the day after the expiration of the preceding Bond Year. The first
23
Bond Year shall begin on the date of issue of the Series 2008 Bonds
and shall end on the date selected by the Town, provided that the
first Bond Year shall not exceed one calendar year. The last Bond
Year shall end on the date of retirement of the last Series 2008 Bond.
Bond Yield is as indicated in such arbitrage certifi-
cate. Bond Yield shall be recomputed if required by Regulations
section 1.148-4 (b) (4) or 4 (h) (3) . Bond Yield shall mean the discount
rate that produces a present value equal to the Issue Price of all
unconditionally payable payments of principal, interest and fees for
qualified guarantees within the meaning of Regulations section
1.148-4 (f) and amounts reasonably expected to be paid as fees for
qualified guarantees in connection with the Series 2008 Bonds as
determined under Regulations section 1.148-4(b). The present value of
all such payments shall be computed as of the date of issue of the
Series 2008 Bonds and using semiannual compounding on the basis of a
360-day year.
Code shall mean the Internal Revenue Code of 1986, as
amended, and any successor provisions thereto.
Gross Proceeds shall mean:
(i) any amounts actually or constructively
received by the Town or the Corporation from the sale of the Series
2008 Bonds but excluding amounts used to pay accrued interest on the
Series 2008 Bonds within one year of the date of issuance of the
Series 2008 Bonds;
(ii) transferred proceeds of the Series 2008
Bonds under Regulations section 1.148-9;
(iii) any amounts actually or constructively
received from investing amounts described in (i), (ii) or this (iii);
and
(iv) replacement proceeds of the Series 2008
Bonds within the meaning of Regulations section 1.148-1(c). Replace-
ment proceeds include amounts reasonably expected to be used directly
or indirectly to pay debt service on the Series 2008 Bonds, pledged
amounts where there is reasonable assurance that such amounts will be
available to pay principal or interest on the Series 2008 Bonds in the
event the Town or the Corporation encounters financial difficulties
and other replacement proceeds within the meaning of Regulations
section 1.148-1(c)(4). Whether an amount is Gross Proceeds is deter-
mined without regard to whether the amount is held in any fund or
account established under the Indenture.
Investment Property shall mean any security, obliga-
tion (other than a tax-exempt bond within the meaning of Code section
148(b)(3)(A)), annuity contract or investment-type property within the
meaning of Regulations section 1.148-1(b).
24
Issue Price is as indicated in such arbitrage certifi-
cate, which is the initial offering price to the public (not including
bond houses and brokers, or similar persons or organizations acting in
the capacity of underwriters of wholesalers) at which price a substan-
tial amount of the Series 2008 Bonds was sold, less any bond insurance
premium and reserve surety bond premium. Issue price shall be deter-
mined as provided in Regulations section 1.148-1(b).
Nonpurpose Investment shall mean any Investment Prop-
erty acquired with Gross Proceeds, and which is not acquired to carry
out the governmental purposes of the Series 2008 Bonds.
Payment shall mean any payment within the meaning of
Regulations section 1.148-3(d)(1) with respect to a Nonpurpose Invest-
ment.
Rebate Requirement shall mean at any time the excess
of the future value of all Receipts over the future value of all
Payments. For purposes of calculating the Rebate Requirement the Bond
Yield shall be used to determine the future value of Receipts and Pay-
ments in accordance with Regulations section 1.148-3(c). The Rebate
Requirement is zero for any Nonpurpose Investment meeting the require-
ments of a rebate exception under section 148(f)(4) of the Code or
Regulations section 1.148-7.
Receipt shall mean any receipt within the meaning of
Regulations section 1.148-3(d)(2) with respect to a Nonpurpose Invest-
ment.
Regulations shall mean the sections 1.148-1 through
1.48-11 and section 1.150-1 of the regulations of the United States
Department of the Treasury promulgated under the Code, including and
any amendments thereto or successor regulations.
(C) Within 60 days after the end of each Bond Year,
the Town shall cause the Rebate Requirement to be calculated and shall
pay to the United States of America:
(1) not later than 60 days after the end of the
fifth Bond Year and every fifth Bond Year thereafter, an
amount which, when added to the future value of all previ-
ous rebate payments with respect to the Series 2008 Bonds
(determined as of such Computation Date), is equal to at
least 900 of the sum of the Rebate Requirement (determined
as of the last day of such Bond Year) plus the future value
of all previous rebate payments with respect to the Series
2008 Bonds (determined as of the last day of such Bond
Year); and
(2) not later than 60 days after the retirement
of the last Series 2008 Bond, an amount equal to 100% of
the Rebate Requirement (determined as of the date of
retirement of the last Series 2008 Bond).
25
Each payment required to be made under this Section shall be filed
with the Internal Revenue Service Center, Ogden, Utah 84201, on or
before the date such payment is due, and shall be accompanied by IRS
Form 8038-T.
(D) No Nonpurpose Investment shall be acquired for an
amount in excess of its fair market value. No Nonpurpose Investment
shall be sold or otherwise disposed of for an amount less than its
fair market value.
(E) For purposes of Subsection (D), whether a Nonpur-
pose Investment has been purchased or sold or disposed of for its fair
market value shall be determined as follows:
(1) The fair market value of a Nonpurpose
Investment generally shall be the price at which a willing
buyer would purchase the Nonpurpose Investment from a will-
ing seller in a bona fide arm's length transaction. Fair
market value shall be determined on the date on which a
contract to purchase or sell the Nonpurpose Investment
becomes binding.
(2) Except as provided in Subsection (F) or
(G), a Nonpurpose Investment that is not of a type traded
on an established securities market, within the meaning of
Code section 1273, is rebuttably presumed to be acquired or
disposed of for a price that is not equal to its fair
market value.
(3) If a United States Treasury obligation is
acquired directly from or sold or disposed of directly to
the United States Treasury, such acquisition or sale or
disposition shall be treated as establishing the fair
market value of the obligation.
(F) The purchase price of a certificate of deposit
that has a fixed interest rate, a fixed payment schedule and a
substantial penalty for early withdrawal is considered to be its fair
market value if the yield on the certificate of deposit is not less
than:
(1) the yield on reasonably comparable direct
obligations of the United States; and
(2) the highest yield that is published or
posted by the provider to be currently available from the
provider on reasonably comparable certificates of deposit
offered to the public.
(G) A guaranteed investment contract shall be consid-
ered acquired and disposed of for an amount equal to its fair market
value if:
26
(1) A bona fide solicitation in writing for a
specified guaranteed investment contract, including all
material terms, is timely forwarded to all potential pro-
viders. The solicitation must include a statement that the
submission of a bid is a representation that the potential
provider did not consult with any other potential provider
about its bid, that the bid was determined without regard
to any other formal or informal agreement that the poten-
tial provider has with the Issuer or any other person
(whether or not in connection with the Series 2008 Bonds),
and that the bid is not being submitted solely as a cour-
tesy to the Town or the Corporation or any other person for
purposes of satisfying the requirements in the Regulations
that the Town or the Corporation receive bids from at least
one reasonably competitive provider and at least three
providers that do not have a material financial interest in
the Series 2008 Bonds.
(2) All potential providers have an equal
opportunity to bid, with no potential provider having the
opportunity to review other bids before providing a bid.
(3) At least three reasonably competitive pro-
viders (i.e. having an established industry reputation as a
competitive provider of the type of investments being pur-
chased) are solicited for bids. At least three bids must
be received from providers that have no material financial
interest in the Series 2008 Bonds (e.g., a lead underwriter
within 15 days of the issue date of the Series 2008 Bonds
or a financial advisor with respect to the investment) and
at least one of such three bids must be from a reasonably
competitive provider. If the Town or the Corporation uses
an agent to conduct the bidding, the agent may not bid.
(4) The highest-yielding guaranteed investment
contract for which a qualifying bid is made (determined net
of broker's fees) is purchased.
(5) The determination of the terms of the guar-
anteed investment contract takes into account as a signifi-
cant factor the reasonably expected deposit and drawdown
schedule for the amounts to be invested.
(6) The terms for the guaranteed investment
contract are commercially reasonable (i.e. have a legiti-
mate business purpose other than to increase the purchase
price or reduce the yield of the guaranteed investment
contract).
(7) The provider of the investment contract
certifies the administrative costs (as defined in Regula-
tions section 1 .148-5 (e) ) that it pays (or expects to pay)
27
to third parties in connection with the guaranteed invest-
ment contract.
(8) The Town retains until three years after
the last outstanding Series 2008 Bond is retired, (i) a
copy of the guaranteed investment contract, (ii) a receipt
or other record of the amount actually paid for the guar-
anteed investment contract, including any administrative
costs paid by the Town or the Corporation and a copy of the
provider's certification described in (7) above, (iii) the
name of the person and entity submitting each bid, the time
and date of the bid, and the bid results and (iv) the bid
solicitation form and, if the terms of the guaranteed
investment contract deviates from the bid solicitation form
or a submitted bid is modified, a brief statement explain-
ing the deviation and stating the purpose of the deviation.
Section 10.03. [???] The Series 2008 Bonds shall be
"qualified tax-exempt obligations" within the meaning of and pursuant
to the provisions of Section 265 (b) of the Code. The Town hereby
represents and warrants that the reasonably anticipated amount of
qualified tax-exempt obligations (other than private activity bonds)
which will be issued by or on behalf of the Town during the calendar
year 2004 shall not exceed $10,000,000.
Section 10.04. Such
employed to make, as necessary, an
to be made to the United States of
148 (f) of the Code with respect to
experts and consultants shall be
y calculations in respect of rebates
America in accordance with section
the Series 2008 Bonds.
Section 10.05. Subject to annual appropriation to cover
the costs of preparing and mailing thereof, the Town hereby covenants
and agrees that it will comply with and carry out all of the
provisions of the Series 2008 Continuing Disclosure Agreement, dated
2008 (the "Continuing Disclosure Agreement").
Notwithstanding any other provision of this Series 2008 Town Lease,
failure of the Town to comply with the Continuing Disclosure Agreement
shall not be considered an event of default; however, the Trustee may
(and, at the request of any Participating Underwriter (as such term is
defined in the Continuing Disclosure Agreement) or the owners of at
least 25o aggregate principal amount in outstanding Series 2008 Bonds
and receipt of indemnity to its satisfaction, shall) or any Beneficial
Owner (as such term is defined in the Continuing Disclosure Agreement)
may take such actions as may be necessary and appropriate, including
seeking specific performance by court order, to cause the Town to
comply with its obligations under this Section.
28
ARTICLE XI
GENERAL PROVISIONS
Section 11.01. This Series 2008 Town Lease supplements the
Base Town Lease for all purposes, the Corporation remaining as lessor
and the Town as lessee with respect to the First Water System Real
Property, the Municipal Complex Real Property, the First Water System
Improvements, the Second Water System Real Property, the Second Water
System Improvements, the Town Hall Property, the Town Hall Improve-
ments, the Additional Town Hall Improvements and the Final Town Hall
Improvements, without any merger of interests as a result thereof.
Section 11.02. The Town may not sell or assign its
interest in this Series 2008 Town Lease while any of the Series 2008
Bonds are outstanding, but may sell, lease or otherwise dispose of all
or any part of the Leased Property with the consent of the
Corporation; provided, however, that prior to any such sale, lease or
other disposition, the Town shall provide to the Corporation and the
Trustee an opinion of nationally recognized bond counsel to the effect
that such sale, lease or other disposition, shall not cause the
interest on the Series 2008 Bonds to be includable in the gross income
of the owners thereof for federal income tax purposes.
Notwithstanding any such sale, lease or other disposition, the Town
shall nevertheless remain liable for the rentals provided herein and
for the performance of the other obligations of the Town hereunder.
Section 11.03. All rights of the Corporation hereunder
[(except for the Corporation's Unassigned Rights (as such term is
defined in the Indenture))) are to be assigned, pledged, mortgaged and
transferred to the Trustee as security for the Series 1997 Bonds, the
Series 2000 Bonds, the Series 2003 Bonds, the Series 2004 Bonds and
the Series 2008 Bonds and payments to the Series 1997 Insurer pursuant
to the Series 1997 Guaranty Agreement, the Series 2000 Insurer
pursuant to the Series 2000 Guaranty Agreement, the Series 2003
Insurer pursuant to the Series 2003 Guaranty Agreement, the Series
2004 Insurer pursuant to the Series 2004 Guaranty Agreement and the
Series 2008 Insurer pursuant to the Series 2008 Guaranty Agreement,
but subject to the rights under this Series 2008 Town Lease of the
Town. The rights of the Trustee or any party or parties on behalf of
whom the Trustee is acting (including, specifically, but without
limitation, the right to receive the. rentals to be paid hereunder)
shall not be subject to any defense, setoff, counterclaim or
recoupment whatsoever, whether arising out of any breach of any
obligation of the Corporation hereunder or by reason of any other
indebtedness or liability at any time owing by the Corporation to the
Town.
Section 11.04. All notices, consents or other communi-
cations required or permitted hereunder shall be deemed sufficient if
given in writing addressed and mailed by registered or certified mail,
or delivered to the party for whom the same is intended, as follows:
29
To the Corporation: Town of Marana Municipal
Property Corporation
c/o Town of Marana, Arizona
11555 West Civic Center Drive
Marana, Arizona 85653-7007
Attention: President
To the Town: Town of Marana, Arizona
11555 West Civic Center Drive
Marana, Arizona 85653-7007
Attention: Town Manager
To Trustee: Wells Fargo Bank, National Association
(formerly Norwest Bank Arizona and
Wells Fargo Bank Arizona, N.A.)
Wells Fargo Plaza, MAC 54101-080
100 West Washington Street, 8th Floor
Phoenix, Arizona 85003
Attention: Corporate Trust Services
or to such other address as such party may hereafter designate by
notice in writing addressed and mailed or delivered to the other party
hereto.
Section 11.05. This Series 2008 Town Lease shall be gov-
erned exclusively by the provisions hereof and by the applicable laws
of the State of Arizona.
Section 11.06. If any term or provision of this Series
2008 Town Lease or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the
remainder of this Series 2008 Town Lease or the application of such
term or provision to persons or circumstances other than those as to
which it is invalid or unenforceable shall not be affected thereby and
each term and provision of this Series 2008 Town Lease shall be valid
and enforceable to the fullest extent permitted by law.
Section 11.07. For all purposes of Section 38-511, Arizona
Revised Statutes, as amended, the provisions of which are hereby
incorporated by this reference, the Town may, within three (3) years
after its execution, cancel, this Series 2008 Town Lease, without
penalty(s) or further obligation, if any person significantly involved
in initiating, negotiating, securing, drafting or creating this Series
2008 Town Lease on behalf of the Town is, at any time while this
Series 2008 Town Lease is in effect, an employee or agent of the
Corporation in any capacity or a consultant to any other party of this
Series 2008 Town Lease with respect to the subject matter of this
Series 2008 Town Lease and may recoup any fee or commission paid or
due any person significantly involved in initiating, negotiating,
securing, drafting or creating this Series 2008 Town Lease on behalf
of the Town arising as the result of this Series 2008 Town Lease. The
Corporation has not taken and shall not take any action which would
cause any person described in the preceding sentence to be an
30
employee or agent of the Corporation in any capacity or a consultant
to any party to this Series 2008 Town Lease with respect to the
subject matter of this Series 2008 Town Lease.
Section 11.08. This Series 2008 Town Lease may be executed
in several counterparts, each of which shall be an original, but all
of which shall constitute but one instrument.
31
IN WITNESS WHEREOF, the Corporation and the Town have
caused their respective names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first
above written.
TOWN OF MARANA MUNICIPAL PROPERTY
CORPORATION, an Arizona nonprofit
corporation
ATTEST:
................................
Secretary
ATTEST:
................................
Jocelyn C. Bronson, Town Clerk
APPROVED AS TO FORM:
................................
Frank Cassidy, Town Attorney
By ............................ .......
President
TOWN OF MARANA, ARIZONA, a Municipal
corporation
By.... ..............................
Edward Honea, Mayor
32
STATE OF ARIZONA )
ss.
COUNTY OF PIMA )
On this, the ..... day of ................ 2008, before me,
the undersigned Notary Public, personally appeared and
who acknowledged themselves to be the President and
Secretary, respectively, of the TOWN OF MARANA MUNICIPAL PROPERTY
CORPORATION, an Arizona nonprofit corporation, and that they, as such
officers, being authorized so to do, executed the foregoing Series
2008 Town Lease for the purposes therein contained by signing the name
of the corporation by themselves as such officers.
IN WITNESS WHEREOF, I have hereunto set my hand and
official seal.
......................................
Notary Public
My Commission Expires:
STATE OF ARIZONA )
ss.
COUNTY OF PIMA )
On this, the ..... day of ................ 2008, before me,
the undersigned Notary Public, personally appeared Edward Honea and
Jocelyn C. Bronson, who acknowledged themselves to be the Mayor and
Town Clerk, respectively, of the TOWN OF MARANA, ARIZONA, a municipal
corporation, and that they, as such officers, being authorized so to
do, executed the foregoing Series 2008 Town Lease for the purposes
therein contained by signing the name of the municipal corporation by
themselves as such officers.
IN WITNESS WHEREOF, I have hereunto set my hand and
official seal.
My Commission Expires:
328191526v 1 4/23/2008
......................................
Notary Public
33
EXHIBIT A
DESCRIPTION OF LEASED PROPERTY
DESCRIPTION OF FIRST WATER SYSTEM REAL PROPERTY
The real property situate in Pima County, State of Arizona,
more particularly described as follows:
Pump Station No. 1 comb
is located approximately 140 feet
THENCE 95 feet East, THENCE 150
THENCE 150 feet South to the
specifically legally described by
to closing.
prising a lot whose Southwest corner
East of the existing property line,
feet North, THENCE 95 feet West,
Southwest corner, as to be more
survey performed by purchaser prior
Pump Station No. 2 comprising all of Lot 51, Honea Heights
Subdivision, being a subdivision of part of the N1/2 of the NW
Section 33, T 11 S, R 11 E, G&SRB&M, Pima County, Arizona.
DESCRIPTION OF MUNICIPAL COMPLEX REAL PROPERTY
All that certain real property, situate in the County of
Pima, State of Arizona, being a part of the Southeast quarter of the
Northwest quarter of Section 27, Township 11 South, Range 11 East,
G.&S.R.B.&M., more particularly described as follows:
Beginning at the survey monument marking the North quarter
of said section 27;
THENCE South 00 deg. 14 min. 15 sec. East, a distance of
2629.68 feet to the East quarter corner of said section 27;
THENCE South 89 deg. 41 min. 25 sec. West, a distance of 30
feet to a point;
THENCE North 00 deg. 14 min. 15 sec. West, a distance of 25
feet to a point, said point being the True Point of Beginning;
THENCE South 89 deg. 41 min. 25 sec. West along a line
parallel to the centerline of Barnett Road for a distance of 100.00
feet, to a point;
THENCE North 00 deg. 14 min. 15 sec. West along a line
parallel to the centerline of Lon Adams Road for a distance of 466.69
feet to a point;
THENCE North 89 deg. 41 min. 25 sec. East along a line
parallel to the centerline of Barnett Road for a distance of 100.00
feet to a point on the West right-of-way line of Lon Adams Road;
A-1
THENCE South 00 deg. 14 min. 15 sec. East along a line
parallel to the centerline of Lon Adams Road a distance of 466.69 feet
to the True Point of Beginning,
BUT NOT INCLUDING all of that portion of Northwest quarter
(NW ~) of Section 27, Township 11 South, Range 11 East, Gila and Salt
River Meridian, Pima County, Arizona, described as follows:
COMMENCING at the Southeast corner of said Northwest
Quarter (NW ~) of Section;
THENCE S 89°18'55" W, (S 89°52'08"W recorded in Docket
11081, Page 1230), along the South line of said Northwest Quarter (NW
~) a distance of 496.69 feet;
THENCE N 00°36'55"W, (N 00°03,43"W recorded in Docket
11081, Page 1230), a distance of 25.00 feet to a point on a line
parallel with and 25.00 feet North of said South line, also being the
North right-of-way line of Barnett Road;
THENCE S 89°18'55" W, (S 89°52'08"W recorded in Docket
11081, Page 1230), along said right-of-way line a distance of 479.02
feet to the point of beginning;
THENCE N 00036'55"W, (N 00°03'43"W recorded in Docket
11081, Page 1230), 272.81 feet;
THENCE N 44°26'48" E, 51.48 feet;
THENCE N 45°33'12" W, 58.64 feet to the West line of the
parcel recorded in Docket 11081, Page 1230, said point herein referred
to as Point "A";
THENCE S 00°36'55" E, (S 00°03'43" E recorded in Docket
11081, Page 1230), along said West line a distance of 350.69 feet to a
point on said right-of-way line;
THENCE N 89°18'55" E, (N 89°52'08" E recorded in Docket
11081, Page 1230), along said right-of-way line a distance of 4.98
feet to the POINT OF BEGINNING, containing 3,062 square feet, more or
less,
COMMENCING at the above referenced Point "A";
THENCE N 00°36'55" W, (N 00°03'43" W recorded in Docket
11081, Page 1230), along the West line of that Parcel recorded in
Docket 11081, Page 1230, a distance 567.71 feet to the POINT OF
BEGINNING;
THENCE continue N 00°36'55"W, (N 00°03'43"W recorded in
Docket 11081, page 1230), along said West parcel line, a distance of
114.74 feet;
A-2
THENCE N 44°18'55,. E, 20.80 feet;
THENCE along a non-tangent curve to the left, having a
radius of 50.00 feet, a central angle of 81°52'12", a radial line
through said point bears S 44°18'55" W, for an arc length of 71.44
feet to a point of reverse curvature;
THENCE along said reverse curve to the right, having a
radius of 50.00 feet, a central angle of 36°52'12", for an arc length
of 32.18 feet to a point;
THENCE N 89°18'55" E, 148.10 feet;
THENCE along a non-tangent curve to the left, having a
radius of 495.00 feet, a central angle of 12°54'58" a radial line
through said point bears N 32 ° 38' 15' . W, for an arc length of 111.59
feet to a point of tangency;
THENCE S 44°26'48" W, 102.23 feet;
THENCE along a non-tangent curve to the left, having a
radius of 85.00 feet, a central angle of 65°49'44", a radial line
through said point bears N 32°23'18" E, for an arc length of 97.66
feet to a point of non-tangent line;
THENCE N 45°33'12" W, 8.81 feet to the POINT OF BEGINNING,
Containing 0.51 acres, more or less,
AND INSTEAD INCLUDING all of that portion of Northwest
Quarter (NW ~) of Section 27, Township 11 South, Range 11 East, Gila
and Salt River Meridian, Pima County, Arizona, described as follows:
COMMENCING at the Southeast corner of said Northwest
Quarter (NW ~) of Section;
THENCE S 89°18'55" W, (S 89°52'08" W recorded in Docket
11081, Page 1230), along the South line of said Northwest Quarter (NW
~) a distance of 496.69 feet;
THENCE N 00°36'55" W, (N 00°03'43"W recorded in Docket
11081, Page 1230), a distance of 25.00 feet to a point on a line
parallel with and 25.00 feet North of said South line, also being the
North right-of-way line of Barnett Road;
THENCE S 89°18'55" W, (S 89°52'08" W recorded in Docket
11081, Page 1230), along said right-of-way line a distance of 479.02
feet;
THENCE N 00°36'55" W, (N 00°03'43"W recorded in Docket
11081, Page 1230), a distance of 272.81 feet;
THENCE N 44°26'48" E, 51.48 feet;
A-3
THENCE N 45°33'12" W, 58.64 feet to the West line of the
Parcel recorded in Docket 11081, page 1230, being the point of
beginning;
THENCE continue N 45°33'12" W, 237.71 feet;
THENCE N 44 °26' 48" E, a distance of 237.19 feet to a point
on the West line of said parcel;
THENCE S 00°36'55" E, along said line a distance of 380
feet to the POINT OF BEGINNING, containing 28,191 square feet, more
less.
DESCRIPTION OF SECOND WATER SYSTEMS REAL PROPERTY
Picture Rocks Well Site: That portion of the NE4 of the NW4
of Section 34, T 12 S, R 12 E: G&SRB&M, Pima County, Arizona, more
particularly described as follows:
Beginning at a 2" open iron pipe set in concrete at the N
Corner of said Section 34;
THENCE South 0 degrees 30 minutes 03 seconds East along the
midsection line of Section 34, 152.90 feet to the True Point of
Beginning;
THENCE continuing South 0 degrees 30 minutes 03 seconds
East 50.00 feet;
feet;
feet;
THENCE South 89 degrees 57 minutes 00 seconds West 50.00
THENCE North 0 degrees 30 minutes 03 seconds West 50.00
THENCE North 89 degrees 57 minutes 00 seconds East 50.00
feet to the True Point of Beginning.
Picture Rocks Reservoir Site: That portion of the SE4 of
Section 4, T 13 S, R 12 E, G&SRB&M, Pima County, Arizona, more
particularly described as follows:
Beginning at the East ~ corner of said Section 4, T 13 S, R
12 E, G&SRB&M, Pima County, Arizona:
feet;
THENCE South along the East line of section 4, 1,069.05
THENCE West at right angles 300.0 feet;
THENCE North at right angles, 85.0 feet to the True Point
of Beginning;
A-4
THENCE continuing North 134.03 feet to the Southerly line
of Picture Rocks Road;
Beginning.
THENCE North 56 degrees 50 minutes 00 seconds, 89.60 feet;
THENCE South 183.05 feet;
THENCE West at right angles 75.0 feet to the True Point of
Happy Acres Well Site (Airline): That certain parcel of
land designated and marked "WELLSITE" located and lying adjacent to
the Southwesterly portion of Lot 28 as shown on the Map or Plat of
"HAPPY ACRES" a subdivision of Pima County, Arizona, in Book 14 of
Maps and Plats at Page 45 thereof.
Happy Acres Well Site (Lambert): All of that parcel of land
designated and marked "WELLSITE" and known as Lot 29, of "HAPPY ACRES
SOUTH," a subdivision of Pima County, Arizona, as shown on the
recorded plat in the office of the Recorder of Pima County, Arizona,
in Book 20 of Maps and Plats at Page 14 thereof.
Palo Verde Well Site (JM Water Company) East 100 feet of
West 116 feet of South 100 feet of NE4 SW4, Section 17, T 12 S, R 11
E., G&SRB&M, Pima County, Arizona.
Honea East Well Site: That portion of the Northeast Quarter
of Section 33, Township 11 South, Range 11 East of the G.&S.R.B.&M.,
Pima County, Arizona, being more particularly described as follows:
COMMENCING at the Southwest Corner of the Northeast Quarter
of the Southwest Quarter of the Northeast of said Section 33;
THENCE North 89 deg. 24 min. 26 sec. East along the South
line of said Northeast Quarter of the Southwest Quarter of Northeast
Quarter of said Section 33, a distance of 140.00 feet to the Southwest
corner of Cactus Country Racing Pigeon Club Parcel, Tucson, Arizona,
Inc. Docket 1975 Page 3, Pima County Recorders, ALSO BEING THE TRUE
POINT OF BEGINNING;
THENCE North 00 deg. 29 min. 07 sec. West along the East
line of said Cactus Country Racing Pigeon Club Parcel, also being
parallel with the West line of the said Northeast Quarter of the
Southwest Quarter of Northeast Quarter of Section 33, a distance of
150.00 feet;
THENCE North 89 deg. 24 min. 26. Sec. East along a line
parallel with the South line of the said Northeast Quarter of the
Southwest Quarter of Northeast Quarter of Section 33, a distance of
93.80 feet;
THENCE South 00 deg. 29 min. 07 sec. East, along a line
parallel with the said Cactus County Racing Pigeon Club Parcel, a
A-5
distance of 150.00 feet to a point on the said South line of the
Northeast Quarter of the Southwest Quarter of the Northeast Quarter;
THENCE South 89 deg. 24 min. 26 sec. West 93.80 feet to the
TRUE POINT OF BEGINNING.
Honea West Wellsite: Lot 51 of Honea Heights, a subdivision
of Pima County, Arizona, according to the map or plat thereof of
record in the Office of the County Recorder of Pima County, Arizona,
in Book 12 at Page 58 thereof.
CMID Well 22.1: That certain parcel or tract of land lying
in the Northeast Quarter of the Southwest Quarter of Section 22,
Township 11 South, Range 11 East, Gila and Salt River Base and
Meridian, Pima County, Arizona, more particularly described as
follows:
COMMENCING at the Northwest corner of said Northeast
Quarter of the Southwest Quarter of Section 22;
RUN THENCE North 89 degrees 38 minutes 30 seconds East,
along the interior quarter line of said Section 22, a distance of
689.03 feet to a point on a line parallel to and 420 feet from the
center line of the Southern Pacific Railroad right-of way;
RUN THENCE South 49 degrees 50 minutes East, along said
line parallel to the Southern Pacific Railroad right-of-way, a
distance of 505.50 feet to the TRUE POINT OF BEGINNING of the parcel
herein described;
RUN THENCE South 49 degrees 50 minutes East, a distance of
120 feet to a point;
RUN THENCE South 40 degrees 10 minutes West, a distance of
60 feet to a point;
RUN THENCE North 49 degrees 50 minutes West, a distance of
120 feet to a point;
RUN THENCE North 40 degrees 10 minutes East, a distance of
60 feet to the TRUE POINT OF BEGINNING;
EXCEPTING therefrom any part lying within Avra Street as
such street is shown on the plat of Marana Estates Subdivision No. 1
as recorded in Book 9 at page 85 of Maps and Plats in the Office of
the County Recorder of Pima County, Arizona.
CMID Well 28.2: The South 50 feet of the North 355 feet of
the East 110 feet of the Northeast Quarter of the Northeast Quarter,
Section 28, Township 11 South, Range 11 East, Gila and Salt River Base
and Meridian, Pima County, Arizona.
A-6
EXCEPT that portion lying within Sandario Road and as shown
on Book 2 of Road Maps at Page 173.
CMID Well 17P2: The West 100 feet of the North 100 feet of
Lot 147, of LA PUERTA DEL NORTE SUBDIVISION, according to the plat of
record in the Office of the County Recorder of Pima County, Arizona,
recorded in Book 15 of Maps, Page 76 thereof.
CMID Well 8.1: That portion of the Southwest Quarter of the
Northeast Quarter of the Southeast Quarter of Section 8, Township 12
South, Range 12 East, Gila and Salt River Base and Meridian, Pima
County, Arizona, more particularly described as follows:
COMMENCING at a point on the North right-of-way line of
Avra Valley Road (as established by Proceedings No. 760-A of the Board
of Supervisors of Pima County, State of Arizona) the map of which is
filed in the Office of the County Recorder of Pima County, State of
Arizona, in Book 6 of Roads at Page 43 thereof, which point is 383.5
feet Westerly (South 89 degrees 48 minutes 14 seconds West) from the
intersection of said North right-of -way line of Avra Valley Road with
the East line of said Section 8 and which point is the most Easterly
corner of that property described in Docket Book 1799 at Page 227
thereof;
THENCE North 39 degrees 11 minutes 15 seconds West along
the Northeasterly line of said property described in Book 1799 at Page
227, a distance of 56.3 feet to a point;
THENCE North 54 degrees 02 minutes 30 seconds West along
the Northeasterly line of the property described in Book 1799 at Page
227, a distance of 450.00 feet to the TRUE POINT OF BEGINNING;
THENCE South 35 degrees 57 minutes 30 seconds West, a
distance of 70.0 feet to a point;
THENCE North 54 degrees 02 minutes 30 seconds West, a
distance of 60.0 feet to a point;
THENCE North 35 degrees 57 minutes 30 seconds East, a
distance of 70.00 feet to a point on the Northeasterly property line
of said property described in Book 1799 at Page 227;
THENCE South 54 degrees 02 minutes 30 seconds East, along
said Northeasterly property line a distance of 60.0 feet to the TRUE
POINT OF BEGINNING.
DESCRIPTION OF TOWN HALL PROPERTY
All of that portion of Northwest Quarter (NW 1/4) of
Section 27, Township 11 South, Range 11 East, Gila and Salt River
Meridian, Pima County, Arizona, described as follows:
A-7
COMMENCING at the Southeast corner of said Northwest
Quarter (NW 1/4) of Section;
THENCE S 89°18'55" W, along the South line of said
Northwest Quarter (NW 1/4) a distance of 496.69 feet;
THENCE N 00°36'55"W, a distance of 25.00 feet to a point on
a line parallel with and 25.00 feet North of said South line, also
being the North right-of-way line of Barnett Road, being the POINT OF
BEGINNING;
THENCE S 89°18'55" W, along said right-of-way line a
distance of 479.02 feet;
THENCE N 00°36'55" W, 272.81 feet;
THENCE N 44°26'48" E, 51.48 feet;
THENCE N 45°33'12" W, 296.35 feet;
THENCE continue N 45°33'12" W, 237.71 feet;
THENCE N 44°26'48" E, 255.83 feet;
THENCE along a tangent curve to the right, having a radius
of 44.00 feet, a central angle of 48°22'50", for an arc length of
37.15 feet to a point of reverse curvature;
THENCE along said reverse curve to the left, having a
radius of 90.00 feet, a central angle of 96°45'40", for an arc length
of 151.99 feet to a point of reverse curvature;
THENCE along said reverse curve to the right, having a
radius of 44.00 feet, a central angle of 48 °22' 50", for an arc length
of 37.15 feet to a point of reverse curvature;
THENCE N 44°26'48" E, 133.60 feet;
THENCE along a tangent curve to the right, having a radius
of 405.00 feet, a central angle of 44°52'08", for an arc length of
317.16 feet to a point of tangency;
THENCE N 89°18'55" E, 160.53 feet to the Northwest corner
of Parcel recorded in Docket 9348, Page 1408;
THENCE S 00°36'55" E, along the West line of said parcel a
distance of 160.00 feet to the Southwest corner thereof;
THENCE S 89°18'55" E, along the South line of said parcel a
distance of 255.00 feet to the West right-of-way line of Lon Adams
Road;
A-8
THENCE S 00°36'55" E, along said right-of-way line a
distance of 426.51 feet to the Northeast corner of a parcel recorded
in Docket 9325, Page 709;
THENCE S 89°18'55" W, along the North line of said parcel a
distance of 466.69 feet to the Northwest corner thereof;
THENCE S 00°36'55" E, along West line of said parcel a
distance of 466.69 feet to the Southwest corner thereof, being the
POINT OF BEGINNING, Containing 15.88 acres, more or less.
THENCE S 00°36'55" E, along said line a distance of 3 80
feet to the POINT OF BEGINNING, Containing 28,191 square feet, more or
less.
DESCRIPTION OF CORTARO SILVERBELL DISTRICT PARK PROPERTY
(Add legal description)
A-9
EXHIBIT B
DESCRIPTION OF SIXTH PROJECT
as well as, to the extent of amounts remaining in the Series 2008
Acquisition and Construction Fund created pursuant to the Series 2008
Supplemental Indenture after provision for all of the foregoing and
prior to such amounts being the subject of the certificate provided in
Section 4.03(b)(ii) of the Series 2008 Supplemental Indenture, to
provide for any other sewer, transportation and park projects
indicated in a requisition required by Section 4.03(b)(i) of the
Series 2008 Supplemental Indenture.
B-1
DRAFT
04/24/08
05/13/08
SERIES 2008 SUPPLEMENTAL TRUST INDENTURE
FROM
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
TO
WELLS FARGO BANK, NATIONAL ASSOCIATION
(FORMERLY NORWEST BANK ARIZONA, N.A. AND
WELLS FARGO BANK ARIZONA, N.A.),
as Trustee
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
$ ,000
MUNICIPAL FACILITIES REVENUE BONDS,
SERIES 2008
Consisting of
$ ,000 $ ,000
Municipal Facilities Municipal Facilities
Revenue Bonds, Revenue Bonds,
Series 2008A Series 2008B
Dated as of 1, 2008
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .............................................8
SECTION 1.01. Definitions .....................................8
SECTION 1.02. Interpretation .................................11
SECTION 1.03. Captions and Headings ..........................12
ARTICLE II AUTHORIZATION AND TERMS OF SERIES 2008 BONDS...........12
SECTION 2.01. Nonapplicable Provisions of the Indenture...... 12
SECTION 2.02. Authorized Amount of Series 2008 Bonds......... 12
SECTION 2.03. Issuance of Series 2008 Bonds ... ............... 13
SECTION 2.04. Delivery of Series 2008 Bonds ... ............... 14
SECTION 2.05. Form of Series 2008 Bonds ....... ............... 15
SECTION 2.06. Execution and Authentication of Series 2008
Bonds ........................... ............... 15
SECTION 2.07. Source of Payment of Series 2008 Bonds......... 15
SECTION 2.08. Additional Provisions Regarding Payment and
Ownership ....................... ............... 15
ARTICLE III REDEMPTION OR PURCHASE OF SERIES 2008 BONDS............16
SECTION 3.01. Redemption of Series 2008 Bonds ................16
SECTION 3.02. Nonapplicable Provisions of the Indenture......16
SECTION 3.03. Terms of Redemption of Series 2008 Bonds.......16
ARTICLE IV PROVISIONS AS TO FUNDS AND PAYMENTS ....................18
SECTION 4.01. Expansion of Funds and Establishment of
Costs of Issuance Fund, Series 2008
Acquisition and Construction Fund, and
Series 2008 Insurer Reimbursement Fund.........18
SECTION 4.02. Application of Series 2008 Bond Proceeds.......18
SECTION 4.03. Disbursements From Costs of Issuance Fund
and Series 2008 Acquisition and
Construction Fund ..............................19
SECTION 4.04. Receipt of Revenues ............................19
SECTION 4.05. Flow of Funds ..................................20
SECTION 4.06. Investment of Funds ............................23
ARTICLE V ENFORCEMENT OF REVENUE PLEDGE; EXCLUSIVE PLEDGE;
RECORD OF SURETY BOND PAYMENTS .........................24
SECTION 5.01. Enforcement of Revenue Pledge ..................24
SECTION 5.02. Exclusive Pledge ...............................24
ARTICLE VI PARITY OF PLEDGE OF REVENUES ...........................25
SECTION 6.01. Parity of Pledge of Revenues ...................25
i
Page
ARTICLE VII MISCELLANEOUS PROVISIONS ...............................25
SECTION 7.01. Cancellation ................................... 25
SECTION 7.02. Certain References ............................. 25
SECTION 7.03. Consent of Insurer ............................. 26
SECTION 7.04. Notices and Other Information .................. 26
SECTION 7.05. Matters Relating to Defeasance ................. 27
SECTION 7.06. Certain Limitations on Refundings and
Purchases of Series 2008 Bonds and
Distribution of Funds to Corporation or
Town ........................................... 27
SECTION 7.07. Payment Procedure Pursuant to Series 2008
Bond Insurance Policy .......................... 28
SECTION 7.08. Provisions Relating to Trustee ................. 30
SECTION 7.09. Series 2008 Insurer as Third Party
Beneficiary .................................... 30
SECTION 7.10. Benefitted Parties ............................. 31
ARTICLE VIII INTEGRATION OF DOCUMENTS ...............................31
SECTION 8.01. The Indenture and the Series 2008
Supplemental Indenture .........................31
SECTION 8.02. Indenture to Remain in Effect, Except as
Modified .......................................31
SECTION 8.03. References to Town Lease .......................31
EXHIBIT A Form of Series 2008 Bond ...........................A-1
ii
SERIES 2008 SUPPLEMENTAL TRUST INDENTURE
THIS SERIES 2008 SUPPLEMENTAL TRUST INDENTURE, dated as of
1, 2008 (this "Supplemental Indenture"), by and between
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION, a nonprofit corporation
organized and existing under the laws of the State of Arizona (the
"Corporation"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (formerly
NORWEST BANK ARIZONA, N.A. and WELLS FARGO BANK ARIZONA, N.A.), a
national banking association organized and existing under the laws of
the United States of America and authorized to exercise corporate
trust powers in the State of Arizona, having a designated corporate
trust office located in the City of Phoenix, Arizona, as trustee (the
"Trustee"):
W I T N E S S E T H:
WHEREAS, the Corporation was formed to transact any or all
lawful business for which nonprofit corporations may be incorporated
under the laws of the State of Arizona, including, without limiting
the generality of the foregoing, any civic or charitable purpose such
as financing the cost of acquiring, constructing, reconstructing or
improving buildings, equipment or other real and personal properties
suitable for use by and for leasing to the Town of Marana, Arizona
(the "Town"), or its agencies or instrumentalities; and
WHEREAS, the Town heretofore determined that it was
beneficial to its citizens (i) to acquire the water system owned by
Clifford Ray Honea and Ethel Wynema Honea, husband and wife, doing
business as Honea Water Company (the "First Water System"), consisting
of certain real property and certain personal property (the "Initial
First Water System Improvements") with respect to the First Water
System and (ii) to acquire the facility then being used as the
municipal complex for the Town (the "Municipal Complex"), consisting
of certain other real property and to make certain necessary improve-
ments to the First Water System (the "New First Water System Improve-
ments" and collectively, with the Initial First Water System Improve-
ments, the "First Water System Improvements" and the acquisition of
the First Water System, the acquisition of the Municipal Complex and
the making of the New First Water System Improvements, collectively,
the "First Project"); and
WHEREAS, the Corporation assisted the Town in financing the
First Project; and
WHEREAS, in order to finance the costs of the First Proj-
ect, the Corporation issued its $280,000 aggregate principal amount of
Town of Marana Municipal Property Corporation Municipal Facilities
Revenue Bonds, Series 1990, dated as of March 1, 1990, and its
$315,000 aggregate principal amount of Town of Marana Municipal
Property Corporation Municipal Facilities Revenue Bonds, Series 1992,
dated as of June 1, 1992 (collectively, the "Prior Bonds"); and
WHEREAS, the Town further heretofore determined that it was
beneficial to its citizens (i) to refinance the Prior Bonds and
(ii)(A) to acquire the water systems known as "Cortaro Marana" and
"Marana Water Service" (the "Second Water Systems"), consisting of
certain real property and certain personal property (the "Second Water
Systems Improvements" and collectively, with the First Water System
Improvements, the "Water System Improvements") with respect to the
Second Water Systems and (B) to (I) make certain improvements to the
Water System Improvements, (II) make certain road and related improve-
ments and construct improvements to increase traffic capacity on
certain other roads, (III) acquire certain real property upon which to
construct a new municipal complex (the "Town Hall Property") and
(IV) make tenant improvements to certain office space leased to the
Town, the projects described in clauses (B)(I), (II) and (IV)
collectively, with the acquisition of the Second Water Systems and the
project described in clause (B)(II), being referred to herein as the
"Second Project"; and
WHEREAS, the Corporation assisted the Town in refinancing
the Prior Bonds and in financing the Second Project; and
WHEREAS, in order to refinance the Prior Bonds and to
finance the Second Project, the Corporation issued its $8,175,000
aggregate principal amount of Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 1997, dated as
of October 1, 1997 (the "Series 1997 Bonds"), pursuant to a Trust
Indenture, dated as of October 1, 1997 (as supplemented, the "Inden-
ture"), from the Corporation to the Trustee; and
WHEREAS, the Town also heretofore determined that it was
beneficial to its citizens to design, acquire, construct and equip the
new municipal complex on the Town Hall Property (the "Third Project");
provided however that pursuant to (i) the Second Amendment to Base Town
Lease referred to in the definition of "Base Town Lease" certain addi-
tional property (the "Operations Center Property") has been ground
leased by the Town to the Corporation and leased back by the Corpora-
tion to the Town, the Operations Center Property thereafter being
considered part of the Town Hall Property for all purposes of the First
Supplement to the Base Town Lease referred to in the definition of
"Base Town Lease," and certain changes have been made to the descrip-
tion of the Town Hall Improvements to include a town operations center
to house public works, police, water, vehicle asset management and
information system and (ii) the Third Amendment to Base Town Lease
referred to in the definition of "Base Town Lease" a portion of the
Operations Center Property has been released from the provisions of the
First Supplement to Base Town Lease and another parcel of property
donated to the Corporation added as part of the Town Hall Property for
all purposes of such First Supplement to Base Town Lease; and
WHEREAS, the Corporation assisted the Town in financing the
Third Project; and
2
WHEREAS, in order to finance the costs of the Third Project,
the Corporation issued its $10,000,000 aggregate principal amount of
Town of Marana Municipal Property Corporation Municipal Facilities
Revenue Bonds, Series 2000, dated as of February 1, 2000, all of which
have now been paid or defeased; and
WHEREAS, the Town also heretofore determined that it was
beneficial to its citizens to design, acquire, construct and equip, as
the case may be, additional parts of the new municipal complex on the
Town Hall Property (the "Fourth Project"); and
WHEREAS, the Corporation assisted the Town in financing the
Fourth Project; and
WHEREAS, in order to finance the costs of the Fourth Proj-
ect, the Corporation issued its $19,700,000 aggregate principal amount
of Town of Marana Municipal Property Corporation Municipal Facilities
Revenue Bonds, Series 2003, dated as of September 1, 2003 (the "Series
2003 Bonds"); and
WHEREAS, the Town also heretofore determined that it was
beneficial to its citizens to design, acquire, construct and equip, as
the case may be, final parts of the new municipal complex on the Town
Hall Property (the "Fifth Project") and to refinance a portion of the
bonds heretofore issued by the Corporation (the "Bonds Being
Refunded"); and
WHEREAS, the Corporation assisted the Town in financing the
Fifth Project and refinancing the Bonds Being Refunded (the "Second
Refunding"); and
WHEREAS, in order to finance the costs of the Fifth Project
and the Second Refunding, the Corporation issued its $8,675,000 aggre-
gate principal amount of Town of Marana Municipal Property Corporation
Municipal Facilities Revenue Bonds, Series 2004, dated as of August 1,
2004 (the "Series 2004 Bonds"); and
WHEREAS, the Town has now determined that it will be bene-
ficial to its citizens to design, acquire, construct and equip, as the
case may be, extensions and additions to the sewer lines and
interceptors in Silverbell Road and to the Town's Airport, extensions
and improvements to Camino de Marana and Dove Mountain Roads and
improvements to Cortaro Silverbell District Park as well as other
sewer, transportation and park projects as described in Exhibit B
attached to the hereinafter described Series 2008 Town Lease (the
"Sixth Project") and to refinance a portion of the bonds heretofore
issued by the Corporation (the "Bonds Being Refunded"); and
WHEREAS, the Corporation desires to assist the Town in
financing the Sixth Project and refinancing the Bonds Being Refunded
(the "Third Refunding"); and
3
WHEREAS, in order to finance the costs of the Sixth Project
and the Third Refunding, the Corporation and the Town deem it necessary
and desirable for the Corporation to issue its $ ,000 aggregate
principal amount of Town of Marana Municipal Property Corporation
Municipal Facilities Revenue Bonds, Series 2008, dated as of
1, 2008, and consisting of its $ ,000 principal amount of Municipal
Facilities Revenue Bonds, Series 2008A (the "Series 2008A Bonds") and
$ ,000 principal amount of Municipal Facilities Revenue Bonds,
Series 2008B (the "Series 2008B Bonds" and, together with the Series
2008A Bonds, the "Series 2008 Bonds"); and
WHEREAS, in connection with the sale and issuance of the
Series 2008 Bonds, the Corporation shall enter into a Combined Cortaro
Silverbell District Park Ground Lease and Fourth Supplement to Amended
and Restated Town Lease and Series 1992 Town Lease, to be dated as of
the first day of the month established as the dated date of the Series
2008 Bonds as provided herein (the "Fourth Supplement to Base Town
Lease"), with the Town pursuant to which, among other things (i) the
Corporation will extend the lease of the Existing Leased Property (as
such term is defined in the Fourth Supplement to Base Town Lease) to
the Town, lease back certain real property (the "Cortaro Silverbell
Park Property") ground leased by the Town pursuant thereto and lease
the Sixth Project to the Town and (ii) the Town shall (A) ground lease
the Cortaro Silverbell Park Property to the Corporation and lease the
same back from the Corporation, extend the lease of the Existing
Leased Property from the Corporation and lease the Sixth Project from
the Corporation and (B) as agent for the Corporation, agree to design,
acquire, construct and equip, as the case may be, the Sixth Project
and provide for matters related to the Third Refunding; and
WHEREAS, the Series 2008 Bonds shall be secured by the
Indenture, as supplemented by this Supplemental Indenture; and
WHEREAS, the Corporation has not made and does not intend
to make any profit by reason of any business or venture in which it
may engage or by reason of the assistance it renders the Town in
financing the Sixth Project and the Third Refunding and no part of the
net earnings of the Corporation, if any, will ever inure to the
benefit of any person, firm or corporation except the Town; and
WHEREAS, the Series 1997 Bonds, the Series 2000 Bonds, the
Series 2003 Bonds, the Series 2004 Bonds, the Series 2008 Bonds and
any Additional Bonds (as such term and all other capitalized terms
hereinafter used are defined in Section 1.01 of this Supplemental
Indenture) shall be secured by the Indenture as supplemented by this
Supplemental Indenture, and the Corporation is authorized to execute
and deliver this Supplemental Indenture and to do, or cause to be
done, all acts provided or required herein to be performed on its
part; and
WHEREAS, all acts and conditions required to happen, exist
and be performed precedent to and in the issuance of the Series 2008
Bonds and the execution and delivery of this Supplemental Indenture
4
have happened, exist and have been performed, or at the delivery of
the Series 2008 Bonds shall exist, shall have happened and shall have
been performed (i) to make the Series 2008 Bonds, when issued, deliv-
ered and authenticated, valid obligations of the Corporation in accor-
dance with the terms thereof and hereof and (ii) to make this Supple-
mental Indenture a valid, binding and legal trust agreement for the
security of the Series 2008 Bonds in accordance with its terms; and
WHEREAS, the Trustee has accepted the trusts created by
this Supplemental Indenture and in evidence thereof has joined in the
execution hereof;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH,
that to secure, first, the payment of Bond Service Charges on the
Bonds and, second, pro-rata, payments to the Series 1997 Insurer pur-
suant to the Series 1997 Guaranty Agreement, the Series 2000 Insurer
pursuant to the Series 2000 Guaranty Agreement, the Series 2003 Insur-
er pursuant to the Series 2003 Guaranty Agreement, the Series 2004
Insurer pursuant to the Series 2004 Guaranty Agreement and the Series
2008 Insurer pursuant to the Series 2008 Guaranty Agreement according
to their true intent and meaning, to secure the performance and
observance of all of the covenants, agreements, obligations and
conditions contained therein and herein, and to declare the terms and
conditions upon and subject to which the Series 2008 Bonds are and are
intended to be issued, held, secured and enforced, and in
consideration of the premises and the acceptance by the Trustee of the
trusts created herein and of the purchase and acceptance of the Series
2008 Bonds by the Owners and the provision of the Series 2008 Surety
Bond pursuant to the Series 2008 Guaranty Agreement, and for other
good and valuable consideration, the receipt of which is acknowledged,
the Corporation has executed and delivered this Supplemental Indenture
and absolutely assigns hereby to the Trustee, and to its successors in
trust, and its and their assigns, all right, title and interest of the
Corporation in and to
(i) the right, title and interest of the Corporation
in and to the Series 2008 Town Lease, the Corporation, however,
to remain liable to observe and perform all of the conditions and
covenants in the Town Lease provided to be observed and performed
by it;
(ii) all of the rents, issues and profits payable to
or received by the Corporation from the property described in
paragraph (i) above, including without limitation, all of the
rents and the amounts to be paid to the Corporation or the Trus-
tee under the terms of the Series 2008 Town Lease, except pay-
ments with respect to the Corporation's Unassigned Rights and
(iii) all property which is by the express provisions
of this Supplemental Indenture required to be subjected to the
lien hereof and any additional property that may, from time to
time hereafter, by delivery or by writing of any kind, be
subjected to the lien hereof, by the Corporation or by anyone in
5
its behalf, and the Trustee is hereby authorized to receive the
same at any time as additional security hereunder,
SUBJECT, HOWEVER, to the rights of access and control in
the Town as reserved and granted in Section 9.02 of the Series 2008
Town Lease;
TO HAVE AND TO HOLD unto the Trustee and its successors in
that trust and its and their assigns forever;
hereof,
BUT IN TRUST, NEVERTHELESS, and subject to the provisions
(a) except as otherwise provided herein, first, for
the equal and proportionate benefit, security and protection of
all present and future Owners of the Bonds issued or to be issued
under and secured by the Indenture and this Supplemental Inden-
ture, and second, pro-rata, for the benefit of the provider of
any Qualified Surety Bond, including, with respect to the Series
1997 Bonds, the Series 1997 Insurer, with respect to the Series
2000 Bonds, the Series 2000 Insurer, with respect to the Series
2003 Bonds, the Series 2003 Insurer, with respect to the Series
2004 Bonds, the Series 2004 Insurer and, with respect to the
Series 2008 Bonds, the Series 2008 Insurer with respect to pay-
ments to the Series 1997 Insurer pursuant to the Series 1997
Guaranty Agreement, to the Series 2000 Insurer pursuant to the
Series 2000 Guaranty Agreement, to the Series 2003 Insurer
pursuant to the Series 2003 Guaranty Agreement, to the Series
2004 Insurer pursuant to the Series 2004 Guaranty Agreement and
to the Series 2008 Insurer pursuant to the Series 2008 Guaranty
Agreement,
(b) for the enforcement of the payment of the princi-
pal of and interest and any premium on the Bonds, when payable,
according to the true intent and meaning thereof and of this
Supplemental Indenture, and for the enforcement of payments to
any such provider, including the Series 1997 Insurer pursuant to
the Series 1997 Guaranty Agreement, the Series 2000 Insurer pur-
suant to the Series 2000 Guaranty Agreement, the Series 2003
Insurer pursuant to the Series 2003 Guaranty Agreement, the
Series 2004 Insurer pursuant to the Series 2004 Guaranty
Agreement and the Series 2008 Insurer pursuant to the Series 2008
Guaranty Agreement and
(c) to secure the performance and observance of and
compliance with the covenants, agreements, obligations, terms and
conditions of this Supplemental Indenture,
in each case, without preference, priority or distinction, as to lien
or otherwise, except as otherwise provided herein, of any one Bond
over any other by reason of series, designation, number, date of the
Bonds or of authorization, issuance, sale, execution, authentication,
delivery or maturity thereof, or otherwise, so that, except as other-
6
wise provided herein, each Bond of a series and all Bonds of a series
shall have the same right, lien and privilege under the Indenture,
and, except as otherwise provided herein, shall be secured equally and
ratably hereby and thereby, it being intended that the lien and
security of this Supplemental Indenture shall take effect from the
date hereof, without regard to the date of actual issue, sale or dis-
position of the Series 2008 Bonds, as though upon that date all of the
Series 2008 Bonds were actually issued, sold and delivered to pur-
chasers for value; provided, however, that if
(i) the principal of the Bonds and the interest due
or to become due thereon, together with any premium required by
redemption of any of the Bonds prior to maturity, shall be well
and truly paid, at all times and in the manner to which reference
is made in the Bonds, according to the true intent and meaning
thereof, or the outstanding Bonds shall have been paid and dis-
charged in accordance with Article X of the Indenture, and
(ii) all of the covenants, agreements, obligations,
terms and conditions of the Corporation under this Supplemental
Indenture shall have been kept, performed and observed, and there
shall have been paid to the Trustee, the Registrar and the Paying
Agents, as well as the provider of any Qualified Surety Bond,
including, with respect to the Series 1997 Bonds, the Series 1997
Insurer, with respect to the Series 2000 Bonds, the Series 2000
Insurer, with respect to the Series 2003 Bonds, the Series 2003
Insurer, with respect to the Series 2004 Bonds, the Series 2004
Insurer and, with respect to the Series 2008 Bonds, the Series
2008 Insurer, all sums of money due or to become due to them in
accordance with the terms and provisions hereof,
then, this Supplemental Indenture and the rights assigned hereby shall
cease, determine and be void, except as provided in Section 10.03 of
the Indenture with respect to the survival of certain provisions
hereof; otherwise, this Supplemental Indenture shall be and remain in
full force and effect.
It is declared that all Series 2008 Bonds issued hereunder
and secured hereby are to be issued, authenticated and delivered, and
that all Revenues assigned hereby are to be dealt with and disposed of
under, upon and subject to, the terms, conditions, stipulations, cove-
nants, agreements, obligations, trusts, uses and purposes provided in
the Indenture. The Corporation has agreed and covenanted, and agrees
and covenants with the Trustee and with each and all Owners as well as
the provider of any Qualified Surety Bond, including, with respect to
the Series 1997 Bonds, the Series 1997 Insurer, with respect to the
Series 2000 Bonds, the Series 2000 Insurer, with respect to the Series
2003 Bonds, the Series 2003 Insurer and, with respect to the Series
2008 Bonds, the Series 2008 Insurer, as follows:
7
ARTICLE I
SECTION 1.01.
herein shall have the same
the Indenture, except as
hereinafter:
DEFINITIONS
Definitions.
meanings as
provided
All words and terms used
set forth in Section 1.01 of
in the Recitals hereto and
"Base Town Lease" means the Amended and Restated Town Lease
and Series 1992 Town Lease, dated as of October 1, 1997, by and
between the Town and the Corporation, as amended by the First Amend-
ment to Amended and Restated Town Lease and Series 1992 Town Lease,
dated as of February 1, 2000, the Combined Operations Center Property
Ground Lease and Second Amendment to Amended and Restated Town Lease
and Series 1992 Town Lease, dated as of April 1, 2002 (the "Second
Amendment to Base Town Lease") and the Third Amendment to Amended and
Restated Town Lease and Series 1992 Town Lease, dated as of September
1, 2003 (the "Third Amendment to Base Town Lease"), and supplemented
by the First Supplement to Amended and Restated Town Lease and Series
1992 Town Lease, dated as of February 1, 2000 (the "First Supplement
to Base Town Lease"), the Second Supplement to Amended and Restated
Town Lease and Series 1992 Town Lease, dated as of September 1, 2003
(the "Second Supplement to Base Town Lease") and the Third Supplement
to Amended and Restated Town Lease and Series 1992 Town Lease, dated
as of August 1, 2004 (the "Third Supplement to Base Town Lease").
"Bond Resolution" means when used with reference to the
Series 2008 Bonds, the resolution providing for their issuance and the
approving of the Series 2008 Town Lease, the Series 2008 Supplemental
Indenture and related matters.
"Bonds" means the Series 1997 Bonds, the Series 2000 Bonds,
the Series 2003 Bonds, the Series 2008 Bonds and any Additional Bonds.
"Corporation's Unassigned Ri hts" means all of the rights
of the Corporation to receive additional payments under Section
1.04 (iii), (iv) and (vi) of the Town Leases, to be held harmless and
indemnified under Article VIII thereof, to be reimbursed for attor-
neys' fees and expenses under Sections 8.04 and 8.05 thereof, to
receive notice thereunder and to give or withhold consent to amend-
ments, changes, modifications and alterations of the Town Leases and
its right to enforce such rights.
"Costs of Issuance" means all items of expense directly
relating to the cost of issuing the Series 2008 Bonds.
"Costs of Issuance Fund" means the Costs of Issuance Fund
created in Section 4.01 hereof.
"DTC" means The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York, and
its successors and assigns.
8
"Debt Service Payments" means those payments required to be
made by or on behalf of the Corporation which will be applied to
payment of principal of and interest on the Series 1997 Bonds, the
Series 2000 Bonds, the Series 2003 Bonds, the Series 2004 Bonds and
the Series 2008 Bonds.
"Escrow Trust Agreement" means the Escrow Trust Agreement,
dated as of 1, 2008, from the Corporation to the Escrow
Trustee, as amended or supplemented from time to time.
"Escrow Trustee" means Wells Fargo Bank, National Associa-
tion, a banking entity organized under the laws of the United States
of America and authorized to exercise trust powers under the laws of
the State, as escrow trustee, and its successors and assigns.
"Interest Payment Date" or "Interest Payment Dates" means,
as to the Series 2008 Bonds, the date or dates set forth as such in
the form of bond attached hereto as Exhibit A.
"Original Purchaser" means, as to the Series 2008 Bonds,
Stone & Youngberg LLC.
"Paying Agent" means, as to the Series 2008 Bonds, the
Trustee.
"Principal Payment Date" or "Principal Payment Dates"
means, as to the Series 2008 Bonds, January 1 and July 1 in the years
specified in Section 2.03 of this Supplemental Indenture for the
stated amount of principal to be retired at maturity, or any other
date on which the principal of the Series 2008 Bonds is payable as a
result of redemption, optional or mandatory.
"Registrar" means, as to the Series 2008 Bonds, the Trus-
tee, until a successor Registrar shall have become such pursuant to
applicable provisions of the Indenture.
"Revenues" means (a) the rental payments due under the Town
Leases, (b) all other moneys received or to be received by the
Corporation or the Trustee in respect of the Town Leases, including
without limitation, moneys and investments in the Bond Retirement Fund
and (c) all income and profit from. the investment of the foregoing
moneys.
"Securities Depository" means a "clearing agency" (securi-
ties depository) registered under Section 17A of the Securities
Exchange Act of 1934, as amended, which is the owner of the Series
2008 Bonds.
"Series 1997 Guaranty A reement" means the Financial Guar-
anty Agreement, dated as of October 1, 1997, by and between the Town,
the Corporation and the Series 1997 Insurer.
9
"Series 1997 Insurer" means MBIA Insurance Corporation, a
corporation organized under the laws of the State of New York.
"Series 2000 Guaranty Agreement" means the Guaranty Agree-
ment, dated as of February 1, 2000, by and between the Corporation and
the Series 2000 Insurer.
"Series 2000 Insurer" means Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance company.
"Series 2003 Guaranty Agreement" means the Guaranty Agree-
ment, dated as of September 1, 2003, by and between the Corporation
and the Series 2003 Insurer.
"Series 2003 Insurer" means Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance company.
"Series 2004 Guaranty A reement" means the Guaranty Agree-
ment, dated as of September 1, 2003, by and between the Corporation
and the Series 2003 Insurer.
"Series 2004 Insurer" means Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance company.
"Series 2008 Acquisition and Construction Fund" means the
Acquisition and Construction Fund created in Section 4.01 hereof.
"Series 2008 Costs of Acquisition and Construction" means
all items of expense directly or indirectly relating to the cost of
designing, acquiring, constructing and equipping the Fourth Project,
including, but not limited to, the following:
(a) Costs previously or hereafter incurred by the
Town in connection with designing, acquiring, constructing and
equipping of the Sixth Project.
(b) Expenses incurred by the Town for labor, serv-
ices, materials and supplies used or furnished in acquiring,
constructing and equipping of the Sixth Project.
(c) Fees paid by the Town for legal, design, archi-
tectural, engineering, construction, management, consulting and
supervisory services with respect to the Sixth Project, includ-
ing, without limitation, the cost of preparing or obtaining plans
and specifications, working drawings, bids, appraisals, approv-
als, permits and inspections.
(d) Expenses incurred by the Town in seeking to en-
force any remedy against any contractor, subcontractor, materi-
alman, vendor, supplier or surety in respect of any default under
a contract relating to constructing and equipping the Sixth
Project.
10
(e) Any sums required to reimburse the Town for
advances made by it for any of the above items.
"Series 2008 Demand for Payment"[???] means the certificate
to be submitted by the Trustee to the Series 2008 Insurer for payment
under the Series 2008 Surety Bond substantially in the form attached
to the Series 2008 Surety Bond as Attachment 1.
"Series 2008 Guaranty Agreement"[???] means the Guaranty
Agreement, dated as of 1, 2008, by and between the
Corporation and the Series 2008 Insurer.
"Series 2008 Insurer"[???] means Ambac Assurance
Corporation, a Wisconsin-domiciled stock insurance company.
"Series 2008 Insurer Reimbursement Fund" means the Series
2008 Insurer Reimbursement Fund established pursuant to Section 4.01
hereof.
"Series 2008 Municipal Bond Insurance Policy" means the
municipal bond insurance policy issued by the Series 2008 Insurer
insuring the payment when due of the principal of and interest on the
Series 2008 Bonds as provided therein.
"Series 2008 Surety Bond"[???] means that surety bond,
attached as Annex A to the Series 2008 Guaranty Agreement, issued by
the Series 2008 Insurer guaranteeing, subject to the terms and
limitations thereof, Debt Service Payments with respect to the Series
2008 Bonds required to be made by the Corporation under this
Supplemental Indenture.
"Series 2008 Surety Bond Coverage"[???] means the amount
available at any particular time to be paid under the terms of the
Series 2008 Surety Bond, which amount shall never exceed the Series
2008 Surety Bond Limit.
"Series 2008 Surety Bond Limit"[???] means $830,807.96.
"Town Leases" means, collectively, the Base Town Lease and
the Series 2008 Town Lease.
SECTION 1.02. Interpretation.
(a) Any reference herein to the Corporation, to the
Board of Directors or to any member or officer of either, includes
entities or officials succeeding to their respective functions, duties
or responsibilities pursuant to or by operation of law or lawfully
performing their functions.
(b) Any reference to a section or provision of the
Constitution of the State or the Act, or to a section, provision or
chapter of the Arizona Revised Statutes, or to any statute of the
United States of America, includes that section, provision or chapter
11
as amended, modified, revised, supplemented or superseded from time to
time; provided, that no amendment, modification, revision, supplement
or superseding section, provision or chapter shall be applicable
solely by reason of this provision, if it constitutes in any way an
impairment of the rights or obligations of the Corporation, the Own-
ers, the Trustee, the Registrar or the Corporation under this Supple-
mental Indenture, the Bond Resolution, the Series 2008 Bonds, the
Series 2008 Town Lease, the Series 2008 Guaranty Agreement or any
other instrument or document entered into in connection with any of
the foregoing, including without limitation, any alteration of the
obligation to pay Bond Service Charges in the amount and manner, at
the times, and from the sources provided in the Bond Resolution and
this Supplemental Indenture, except as permitted herein.
(c) Unless the context indicates otherwise, words
importing the singular number include the plural number, and vice
versa; the terms "hereof," "hereby," "herein," "hereto," "hereunder"
and similar terms refer to this Supplemental Indenture; and the term
"hereafter" means after, and the term "heretofore" means before, the
date of this Supplemental Indenture. Words of any gender include the
correlative words of the other genders, unless the sense indicates
otherwise.
SECTION 1.03. Captions and Headings. The captions and
headings in this Supplemental Indenture are solely for convenience of
reference and in no way define, limit or describe the scope or intent
of any Articles, Sections, subsections, paragraphs, subparagraphs or
clauses hereof.
ARTICLE II
AUTHORIZATION AND TERMS OF
SERIES 2008 BONDS
SECTION 2.01. Nonapplicable Provisions of the Indenture.
The provisions of Sections 2.02 and 2.03 of the Indenture shall not
apply to the Series 2008 Bonds.
SECTION 2.02. Authorized Amount of Series 2008 Bonds.
No Series 2008 Bonds may be issued under the provisions of this Sup-
plemental Indenture except in accordance with this Article. The
Series 2008 Bonds authorized to be issued under this Supplemental
Indenture shall be designated as the "Town of Marana Municipal
Property Corporation Municipal Facilities Revenue Bonds, Series 2008A"
and the "Town of Marana Municipal Property Corporation Municipal
Facilities Revenue Bonds, Series 2008B." The total authorized
aggregate principal amount of the Series 2008 Bonds which shall be
issued under the provisions of this Supplemental Indenture is
$ ,000, consisting of $ ,000 principal amount of the Series
2008A Bonds and $ ,000 principal amount of the Series 2008B Bonds.
The Corporation may issue, sell and deliver one or more series of
12
Additional Bonds for the purposes, upon satisfaction of the conditions
and in the manner provided in Section 2.04 of the Indenture.
SECTION 2.03. Issuance of Series 2008 Bonds.
(a) (i) It is determined to be necessary to, and
the Corporation shall, sell, issue and deliver $ ,000 principal
amount of the Series 2008A Bonds. The Series 2008A Bonds shall be
issuable only in fully registered form, substantially as set forth in
Exhibit A-1 to this Supplemental Indenture; shall be numbered in such
manner as determined by the Trustee in order to distinguish each
Series 2008A Bond from any other Bond; shall be in the denominations
of $5,000 of principal amount and any integral multiple thereof; shall
be dated [as of???] 1, 2008; and shall bear interest from
the most recent date to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from their
date, payable semiannually on July 1 and January 1 of each year,
commencing on 1, 200
(ii) The Series 2008A Bonds shall bear interest
at the rates, and mature in the principal amounts on the dates, as
follows:
Maturity Principal
Dates Amount
January 1, 2009 $ ,000
July 1, 2009 ,000
January 1, 2010 ,000
July 1, 2010 ,000
January 1, 2011 ,000
July 1, 2011 ,000
January 1, 2012 ,000
July 1, 2012 ,000
January 1, 2013 ,000
July 1, 2013 ,000
January 1, 2014 ,000
July 1, 2014 ,000
January 1, 2015 ,000
July 1, 2015 ,000
January 1, 2016 ,000
July 1, 2016 ,000
January 1, 2017 ,000
July 1, 2017 ,000
January 1, 2018 ,000
July 1, 2018 ,000
January 1, 2019 ,000
July 1, 2019 ,000
July 1, 2020 ,000
July 1, 2025 ,000
Interest
Rate
13
(b) (i) It is determined to be necessary to, and
the Corporation shall, sell, issue and deliver $ ,000 principal
amount of Series 2008B Bonds. The Series 2008B Bonds shall be
issuable only in fully registered form, substantially as set forth in
Exhibit A-2 to this Supplemental Indenture; shall be numbered in such
manner as determined by the Trustee in order to distinguish each
Series 2008B Bond from any other Bond; shall be in the denominations
of $5,000 and any integral multiple thereof; shall be dated [as of???]
1, 2008; and shall bear interest from the most recent date
to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from their date, payable
semiannually on July 1 and January 1 of each year commencing
1, 200
(ii) The Series 2008B Bonds shall bear interest
at the rates, and mature in the principal amounts on the dates, as
follows:
Maturity
Dates
Principal
Dmr~iint
Interest
RatA
January 1, 2009
July 1, 2009
January 1, 2010
July 1, 2010
January 1, 2011
July 1, 2011
January 1, 2012
July 1, 2012
January 1, 2013
July 1, 2013
January 1, 2014
July 1, 2014
January 1, 2015
July 1, 2015
January 1, 2016
July 1, 2016
January 1, 2017
July 1, 2017
January 1, 2018
July 1, 2018
January 1, 2019
July 1, 2019
July 1, 2020
July 1, 20
SECTION 2.04
$ ,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
,000
0
Delivery of Series 2008 Bonds.
(a) Upon the execution and delivery of this Supple-
mental Indenture, and satisfaction of the conditions established by
the Corporation for delivery of the Series 2008 Bonds, the Corporation
14
shall execute the Series 2008 Bonds and deliver them to the Trustee.
Thereupon, the Trustee shall authenticate the Series 2008 Bonds and
deliver them to, or on the order of, the Original Purchaser thereof,
as directed by the Corporation in accordance with this Section 2.04.
(b) Prior to delivery by the Trustee of any Series
2008 Bonds, there shall have been received by the Trustee a request
and authorization to the Trustee on behalf of the Corporation, signed
by the President or the Secretary, to authenticate and deliver the
Series 2008 Bonds to, or on the order of, the Original Purchaser upon
payment to the Trustee of the amounts specified therein (including
without limitation, any accrued interest), which amounts shall be
deposited as provided in Article IV hereof.
SECTION 2.05. Form of Series 2008 Bonds. The Series
2008A Bonds and the Series 2008B Bonds shall be substantially in the
forms set forth in Exhibit A-1 and Exhibit A-2, respectively, to this
Supplemental Indenture, with any omissions, insertions and variations
which may be authorized or permitted by the Bond Resolution or this
Supplemental Indenture.
SECTION 2.06. Execution and Authentication of Series
2008 Bonds. No Series 2008 Bond shall be valid or become obligatory
for any purpose or shall be entitled to any security or benefit under
the Indenture or this Supplemental Indenture unless and until a
certificate of authentication, substantially in the form set forth in
Exhibit A to this Supplemental Indenture, shall have been signed by an
authorized representative of the Trustee on behalf of the Trustee.
SECTION 2.07. Source of Payment of Series 2008 Bonds.
To the extent provided in and except as otherwise permitted by the
Indenture and this Supplemental Indenture, the Series 2008 Bonds shall
be special obligations of the Corporation and the Bond Service Charges
thereon shall be payable equally and ratably solely from the Revenues;
provided, that payment of Bond Service Charges on any series of
Additional Bonds may be otherwise secured and protected from sources
or by property or instruments not applicable to the Series 2008 Bonds
and any one or more series of Additional Bonds. Notwithstanding
anything to the contrary in the Bond Resolution, the Series 2008 Bonds
or this Supplemental Indenture, the Series 2008 Bonds do not and shall
not represent or constitute a debt or pledge of the faith and credit
of the Corporation or the taxing power of the Town or of the State or
of any political subdivision, municipality or other local agency
thereof.
SECTION 2.08. Additional Provisions Regardin Payment
and Ownership. The Trustee and the Corporation may from time to time
enter into, and discontinue, an agreement with a Securities Depository
to establish procedures with respect to the Series 2008 Bonds not
inconsistent with the provisions of the Indenture; provided, that,
notwithstanding any other provisions of the Indenture, any such agree-
ment may provide that different provisions for notice to the Securi-
ties Depository may be set forth therein and that a legend shall
15
appear on each Series 2008 Bond so long as the Series 2008 Bonds are
subject to such agreement. With respect to Series 2008 Bonds regis-
tered in the name of a Securities Depository (or its nominee), neither
the Trustee nor the Corporation shall have any obligation to any of
its members or participants or to any person on behalf of whom an
interest is held in the Series 2008 Bonds . It is hereby acknowledged
that the Corporation and the Trustee intend to enter into an agreement
with DTC in connection with the issuance of the Series 2008 Bonds, and
while such agreement is in effect, the procedures established therein
shall apply to the Series 2008 Bonds notwithstanding any other provi-
sions of this Supplemental Indenture to the contrary. As long as DTC
is the Securities Depository with respect to the Series 2008 Bonds,
the Trustee shall be a "DTC Direct Participant."
ARTICLE III
REDEMPTION OR PURCHASE OF SERIES 2008 BONDS
SECTION 3.01. Redemption of Series 2008 Bonds. Under
the terms of the Series 2008 Town Lease money may be paid or credited
for the purpose of redeeming Series 2008 Bonds when redeemable or pur-
chasing Series 2008 Bonds when permitted hereunder. The Corporation
covenants that any and all money received by it which, pursuant to the
Town Lease, is to be used to redeem or purchase Series 2008 Bonds
shall be paid to the Trustee under this Supplemental Indenture, and in
such event, the Trustee shall deposit the same in the Bond Retirement
Fund and shall use any and all such money to prepay and redeem or
purchase Series 2008 Bonds in accordance with their terms and the
provisions of this Article III.
SECTION 3.02. Nonapplicable Provisions of the Indenture.
The provisions of Section 4.02 of the Indenture shall not apply to the
Series 2008 Bonds.
SECTION 3.03. Terms of Redemption of Series 2008 Bonds.
(a) (i) Optional Redemption - Series 2008A Bonds.
The Series 2008A Bonds maturing on or after 1, 20 are
subject to redemption, at the option of the Corporation, in whole at
any time, or in part on any Interest Payment Date, in any order of
maturity and by lot within a maturity, on or after 1, 20 ,
or any Interest Payment Date thereafter at the redemption price of the
principal amount to be redeemed, plus accrued interest to the date
fixed for redemption, without premium.
(ii) Mandatory Redemption - Series 2008A Bonds.
(A) The Series 2008A Bonds maturing on 1, 20 , are
subject to mandatory redemption on the dates and in the amounts set
forth below, at a redemption price equal to the principal amount
thereof plus interest accrued to the date of redemption:
16
Date Principal Amount
1, 20 $ ,000
Not more than forty-five (45) days nor less than thirty (30) days
prior to the mandatory redemption payment date for the Series 2008A
Bonds maturing on 1, 20_, the Trustee shall proceed to
select for redemption (by lot in such manner as the Trustee may
determine) from all of the Series 2008A Bonds maturing on
1, 20 a principal amount of the Series 2008A Bonds equal to the
aggregate principal amount of the Series 2008A Bonds redeemable with
the required mandatory redemption payment, and shall call such Series
2008A Bonds for redemption on the next 1 and give notice of
such call.
(B) The
1, 20_, are subject to
1, on the dates and in the amounts
price equal to the principal amoun
the date of redemption:
Series 2008A Bonds .maturing on
mandatory redemption on
set forth below, at a redemption
t thereof plus interest accrued to
Date
Principal Amount
1, 20 $ ,000
1, 20 ,000
1, 20 ,000
1, 20 ,000
1, 20 ,000
1, 20 ,000
1, 20 ,000
1, 20 ,000
1, 20 ,000
Not more than forty-five (45) days nor less than thirty (30) days
prior to the mandatory redemption payment date for the Series 2008A
Bonds maturing on 1, 20_, the Trustee shall proceed to
select for redemption (by lot in such manner as the Trustee may
determine) from all of the Series 2008A Bonds maturing on
1, 20 a principal amount of the Series 2008A Bonds equal to the
aggregate principal amount of the Series 2008A Bonds redeemable with
the required mandatory redemption payment, and shall call such Series
2008A Bonds for redemption on the next 1 and give notice of
such call.
(b) (i) Optional Redemption - Series 2008B Bonds.
The Series 2008B Bonds maturing on or after 1, 20 are
subject to redemption, at the option of the Corporation, in whole at
any time, or in part on any Interest Payment Date, in any order of
maturity and by lot within a maturity, on or after 1, 20 ,
or any Interest Payment Date thereafter at the redemption price of the
principal amount to be redeemed, plus accrued interest to the date
fixed for redemption, without premium.
17
(ii) Extraordinary Optional Redemption - Series
2008E Bonds. The Series 20088 Bonds are subject to redemption, at the
option of the Corporation, in whole at any time, or in part on any
Interest Payment Date, in any order of maturity and by lot within a
maturity, on or after 1, 20 or any Interest Payment Date
thereafter at the redemption price of the principal amount to be
redeemed, plus accrued interest to the date fixed for redemption,
without premium, but only from
ARTICLE IV
PROVISIONS AS TO FUNDS
AND PAYMENTS
SECTION 4.01. Expansion of Funds and Establishment of
Costs of Issuance Fund, Series 2008 Accuisition and Construction Fund,
and Series 2008 Insurer Reimbursement Fund. The several accounts
established under Section 5.01 of the Indenture, that is, (i) the
Revenue Fund, (ii) the Interest Fund, (iii) the Bond Retirement Fund
and (iv) the Reserve Fund, shall remain in full force and effect and
hereby are expanded to fully service the Series 2008 Bonds issued
under this Supplemental Indenture from the installments of rental
payments to be paid by the Town pursuant to the terms of the Series
2008 Town Lease. Additionally, there is hereby ordered created by the
Corporation and maintained as separate deposit accounts (except when
invested as hereinafter set forth) in the custody of the Trustee, the
following trust funds: the Costs of Issuance Fund, the Series 2008
Acquisition and Construction Fund and the Series 2008 Insurer Reim-
bursement Fund.
SECTION 4.02. Application of Series 2008 Bond Proceeds.
The Corporation shall deposit with the Trustee all of the proceeds of
the Series 2008 Bonds and upon receipt of such proceeds the Trustee
shall:
(i) deposit to the credit of the Interest Fund,
the accrued interest on the Series 2008A Bonds from their date to the
date of their delivery to the Original Purchaser in the amount of
$ ;
(ii) deposit to the credit of the Costs of Issu-
ance Fund, $ of the proceeds of the sale of the Series 2008A
Bonds and $ of the proceeds of the sale of the Series 20088
Bonds;
(iii) deposit with the Escrow Trustee $
of the proceeds of the sale of the Series 2008A Bonds for the credit
of the "Trust Fund" established pursuant to the Escrow Trust
Agreement; and
18
(iv) deposit to the credit of the Series 2008
Acquisition and Construction Fund, the balance of the proceeds of the
sale of the Series 2008 Bonds.
(The Series 2008 Surety Bond shall be deposited to the credit of the
Reserve Fund.)
SECTION 4.03. Disbursements From Costs of Issuance Fund
and Series 2008 Acquisition and Construction Fund.
(a) (i) The Trustee shall hold the amounts in the
Costs of Issuance Fund for the benefit of the Corporation to be used
to pay the Costs of Issuance, upon written order executed and deliv-
ered to the Trustee directing such disbursements and shall disburse
moneys in the Costs of Issuance Fund only upon a requisition signed by
a Town Representative setting forth the amounts to be disbursed for
payment or reimbursement of Costs of Issuance and the person or
persons to whom said amounts are to be disbursed.
(ii) The Trustee shall be responsible for the
safekeeping of the amounts held in the Costs of Issuance Fund and the
payment thereof in accordance with this Section. On 1,
2008, the Trustee shall transfer to the Bond Retirement Fund the
balance of moneys remaining in the Costs of Issuance Fund.
(b) (i) The Trustee shall hold the amounts in the
Series 2008 Acquisition and Construction Fund for the benefit of the
Corporation to be used to pay the Series 2008 Costs of Acquisition and
Construction, upon written order executed and delivered to the Trustee
directing such disbursements and shall disburse moneys in the Series
2008 Acquisition and Construction Fund only upon a requisition signed
by a Town Representative for each requested disbursement stating that
(1) not more than five percent (50) of the amount of the requested
disbursement is or was used for any private business use within the
meaning of section 141(b)(2) of the 1986 Code and (2) the amount to be
disbursed are Series 2008 Costs of Acquisition and Construction prop-
erly chargeable to the Series 2008 Acquisition and Construction Fund.
(ii) The Trustee shall be responsible for the
safekeeping of the amounts held in the Series 2008 Acquisition and
Construction Fund and .the payment thereof in accordance with this
Section. Upon the filing with the Trustee of a certificate of a Town
Representative stating that all of the Series 2008 Costs of Acqui-
sition and Construction have been paid, the Trustee shall transfer to
the Bond Retirement Fund the balance of moneys remaining in the Series
2008 Acquisition and Construction Fund.
SECTION 4.04. Receipt of Revenues. The rental payments
to be paid by the Town pursuant to the terms of the Series 2008 Town
Lease have been assigned by the Corporation to the Trustee so that
such amounts shall be paid by the Town directly to the Trustee, and
the Trustee shall credit such moneys to the Revenue Fund. If at any
time the amount in the Revenue Fund exceeds, in the sole opinion of
19
the Trustee, the amount necessary for the current debt service on all
Bonds then outstanding, including administration costs and expenses
and the Town is not then in default under the Town Leases, such excess
shall constitute a credit to the Town on the next succeeding install-
ments of rent due or to become due under the Town Leases; provided,
however, that the Town may exercise its rights under Article VII of
the Town Leases, in which event such excess funds shall be transferred
to and paid over into the Bond Retirement Fund. The aforesaid credit
or transfer shall be made by the Trustee no less frequently than
annually.
SECTION 4.05. Flow of Funds. The Trustee shall transfer
from the Revenue Fund the following amounts at the time and in the
manner hereinafter provided for, applying amounts in the Revenue Fund,
to the extent available, in the following order of priority, to-wit:
(i) Interest Fund: On each Interest Payment Date,
the Trustee shall deposit in the Interest Fund an amount equal to the
amount of the interest becoming due and payable on the outstanding
Bonds on the next Interest Payment Date, and each such deposit shall
be made so that adequate moneys for the payment of interest will be
available in such fund on each date that interest payments are to be
made hereunder. Money in the Interest Fund shall be used and
withdrawn by the Trustee solely for the purpose of paying the interest
on the Bonds as it shall become due and payable.
(ii) Bond Retirement Fund: On each Principal Payment
Date, the Trustee shall deposit in the Bond Retirement Fund solely for
the purpose of paying the principal of the Bonds as each amount shall
become due and payable, on or before the following dates, the amounts
specified opposite each such date:
Maturity Principal
Dates Amount
January 1, 2008 $ ,000
July 1, 2008 ,000
January 1, 2009 ,000
July 1, 2009 ,000
January 1, 2010 ,000
July 1, 2010 ,000
January 1, 2011 ,000
July 1, 2011 ,000
January 1, 2012 ,000
July 1, 2012 ,000
January 1, 2013 ,000
July 1, 2013 ,000
January 1, 2014 ,000
July 1, 2014 ,000
January 1, 2015 ,000
July 1, 2015 ,000
January 1, 2016 ,000
July 1, 2016 ,000
20
Maturity
natPs
Principal
Amnnnt
January 1, 2017 ,000
July 1, 2017 ,000
January 1, 2018 ,000
July 1, 2018 ,000
January 1, 2019 ,000
July 1, 2019 ,000
January 1, 2020 ,000
July 1, 2020 ,000
January 1, 2021 ,000
July 1, 2021 ,000
January 1, 2022 ,000
July 1, 2022 ,000
January 1, 2023 ,000
July 1, 2023 ,000
January 1, 2024 ,000
July 1, 2024 ,000
January 1, 2025 ,000
July 1, 2025 ,000
(iii) Reserve Fund:
(A) Monthly, commencing on the first (1st) day
of the month following a payment made from the Reserve Fund
with respect to the Series 2008 Bonds as hereinafter
described, the Trustee shall, to the extent of legally
available funds therefor, deposit into the Reserve Fund an
amount equal to the amount required to restore the Reserve
Fund to an amount equal to the Reserve Requirement for the
Series 2008 Bonds. No deposit need be made into the
Reserve Fund if the amount of money and the Series 1997
Surety Bond Limit of the Series 1997 Surety Bond, the
Series 2000 Surety Bond Limit of the Series 2000 Surety
Bond, the Series 2003 Surety Bond Limit of the Series 2003
Surety Bond, the Series 2004 Surety Bond Limit of the
Series 2004 Surety Bond and the Series 2008 Surety Bond
Limit of the Series 2008 Surety Bond contained therein is
at least equal to an amount equal to the Reserve
Requirement for the Series 1997 Bonds, the Series 2000
Bonds, the Series 2003 Bonds, the Series 2004 Bonds and the
Series 2008 Bonds. If and to the extent that money has
also been deposited in the Reserve Fund, all such money
shall be used (or investments purchased with such money
shall be liquidated and the proceeds applied as required)
prior to any drawing under a Qualified Surety Bond. If and
to the extent that more than one Qualified Surety Bond is
credited to the Reserve Fund in lieu of money, drawings
under such Qualified Surety Bonds (and repayments or
reimbursement of amounts with respect to such Qualified
Surety Bonds as hereinafter described) shall be made on a
pro rata basis (calculated by reference to the policy
21
limits or maximum amounts available thereunder) after
applying all available money in the Reserve Fund.
(B) Except for the hereinafter described with-
drawals, amounts in the Reserve Fund shall be used and
withdrawn solely for the purpose of paying the principal of
or interest on the Series 1997 Bonds, the Series 2000
Bonds, the Series 2003 Bonds, the Series 2004 Bonds and the
Series 2008 Bonds in the event that no other money of the
Corporation is available therefor, or, subject to the
provisions of Section 7.07 hereof, for the retirement of
all of the Bonds then outstanding. In the event and to the
extent that moneys on deposit in the Interest Fund and the
Bond Retirement Fund available for payment of principal of
and interest on the Series 2008 Bonds, plus all amounts on
deposit in and credited to the Reserve Fund in excess of
the amount of the Series 2008 Surety Bond, are insufficient
to pay the amount of principal and interest coming due on
the Series 2008 Bonds, then upon the later of: (i) one (1)
day after receipt by the General Counsel of the Series 2008
Insurer of a Series 2008 Demand for Payment, duly executed
by the Trustee certifying that payment due under the
Indenture has not been made to the Trustee; or (ii) the
payment date of the Series 2008 Bonds as specified in the
Series 2008 Demand for Payment presented by the Trustee to
the General Counsel of the Series 2008 Insurer, the Series
2008 Insurer will make a deposit of funds in an account
with the Trustee or its successor, in New York, New York,
sufficient for the payment to the Trustee, of amounts which
are then due to the Trustee under the Indenture (as
specified in the Series 2008 Demand for Payment) up to but
not in excess of the Series 2008 Surety Bond Coverage. The
Trustee, or Paying Agent, if appropriate, shall, upon
receipt of moneys received from the draw on the Series 2008
Surety Bond, as specified in the Series 2008 Demand for
Payment, credit the Reserve Fund to the extent of moneys
received pursuant to such Series 2008 Demand for Payment.
(C) If on July 15 of any year the amount in the
Reserve Fund exceeds an amount equal to the Reserve
Requirement for the Series 1997 Bonds, the Series 2000
Bonds, the Series 2003 Bonds, the Series 2004 Bonds and the
Series 2008 Bonds and if the Corporation is not then in
default under the Indenture, the Trustee shall withdraw the
amount of any such excess from such fund and shall apply
such amount first, on a pro rata basis, to pay amounts due
with respect to any Qualified Surety Bond, including by
depositing the applicable pro rata amount in the MBIA
Reimbursement Fund to reimburse the Series 1997 Insurer for
any payments made by the Series 1997 Insurer under the
Series 1997 Surety Bond until the Series 1997 Surety Bond
Coverage equals the Series 1997 Surety Bond Limit, the
applicable pro rata amount in the Series 2000 Insurer
22
Reimbursement Fund to reimburse the Series 2000 Insurer for
any payments made by the Series 2000 Insurer under the
Series 2000 Surety Bond until the Series 2000 Surety Bond
Coverage equals the Series 2000 Surety Bond Limit, the
applicable pro rata amount in the Series 2003 Insurer
Reimbursement Fund to reimburse the Series 2003 Insurer for
any payments made by the Series 2003 Insurer under the
Series 2003 Surety Bond until the Series 2003 Surety Bond
Coverage equals the Series 2003 Surety Bond Limit, the
applicable pro rata amount in the Series 2004 Insurer
Reimbursement Fund to reimburse the Series 2004 Insurer for
any payments made by the Series 2004 Insurer under the
Series 2004 Surety Bond until the Series 2004 Surety Bond
Coverage equals the Series 2004 Surety Bond Limit and the
applicable pro rata amount in the Series 2008 Insurer
Reimbursement Fund to reimburse the Series 2008 Insurer for
any payments made by the Series 2008 Insurer under the
Series 2008 Surety Bond until the Series 2008 Surety Bond
Coverage equals the Series 2008 Surety Bond Limit, and
second, as a deposit to the Revenue Fund.
(D) Monthly, commencing on the first (lst) day
of the month following a payment made from the Series 2008
Surety Bond, the Trustee shall deposit in the Series 2008
Insurer Reimbursement Fund an amount of money equal to the
amount paid for that purpose pursuant to the Series 2008
Town Lease to reimburse the Series 2008 Insurer for any
interest owed by the Corporation to the Series 2008 Insurer
for payments made by the Series 2008 Insurer pursuant to
the Series 2008 Surety Bond or for any other moneys owed by
the Corporation to the Series 2008 Insurer pursuant to the
Series 2008 Guaranty Agreement. No deposit need be made
into the Series 2008 Insurer Reimbursement Fund until such
time as the Series 2008 Insurer has made a payment under
the Series 2008 Surety Bond. All moneys in the Series 2008
Insurer Reimbursement Fund shall be used and withdrawn by
the Trustee solely for the purpose of reimbursing the
Series 2008 Insurer for any interest owed by the Corpora-
tion to the Series 2008 Insurer for payments made by the
Series 2008 Insurer pursuant to the Series 2008 Surety Bond
or other moneys owed by the Corporation to the Series 2008
Insurer pursuant to the Series 2008 Guaranty Agreement.
SECTION 4.06. Investment of Funds. Substantially all
money in any of the funds to be established by the Trustee pursuant to
Article V of the Indenture and this Article IV of this Supplemental
Indenture shall, at the direction of the Town, so long as the Town is
not in default under the Town Leases, be invested and reinvested by
the Trustee in Eligible Investments, or if the Town fails to so direct
or instruct the Trustee, the Trustee may invest and reinvest such
moneys in Eligible Investments described in paragraph (B) in the
definition of Eligible Investments. (Amounts deposited to the Inter-
est Fund pursuant to Section 4.05(i) shall, however, only under any
23
circumstances be invested in direct obligations of the Department of
the Treasury of the United States of America or cash insured at all
times by the Federal Deposit Insurance Company or otherwise collater-
alized with such obligations.) Such investments shall mature or be
redeemable at the option of the Trustee at the times and in the
amounts necessary to provide moneys to pay Bond Service Charges as
they become due at stated maturity, by redemption or pursuant to any
mandatory sinking fund requirements. The value of Eligible Invest-
ments shall be determined at the end of each month. Except as other-
wise provided in this Article IV, any interest, profit or loss on
investments made pursuant to this Section 4.06 shall be credited or
charged to the Fund to which such interest, profit or loss relates.
It is understood, pursuant to Section 1.04(iv) of the Series 2008 Town
Lease, that any losses on such investments are to be made up by the
Town to the extent necessary to meet the Bond Service Charges, and to
pay the Trustee's and the Registrar and Paying Agent's fees and.
expenses under this Supplemental Indenture as well as payments to the
Series 2008 Insurer pursuant to the Series 2008 Guaranty Agreement,
and any money paid to the Trustee by the Town for such purpose shall
be deposited in the Fund or Funds with respect to which, and to the
extent that, such losses were incurred. At any time that the Town is
in default under the Town Leases, substantially all money in any of
the funds established by the Trustee pursuant to Article V of the
Indenture or to be established by the Trustee pursuant to Article IV
of this Supplemental Indenture shall be invested and reinvested by the
Trustee at the direction of the Corporation in Eligible Investments.
ARTICLE V
ENFORCEMENT OF REVENUE PLEDGE;
EXCLUSIVE PLEDGE; RECORD OF SURETY BOND PAYMENTS
SECTION 5.01. Enforcement of Revenue Pled e. As pro-
vided in the Series 2008 Town Lease, the Trustee shall have the right
of specific performance of the covenants of the Town as to Revenues by
appropriate court action in the name of the Trustee on behalf of the
Owners of the Bonds and the provider of any Qualified Surety Bond,
including, with respect to the Series 1997 Bonds, the Series 1997
Insurer, with respect to the Series 2000 Bonds, the Series 2000 Insur-
er, with respect to the Series 2003 Bonds, the Series 2003 Insurer,
with respect to the Series 2004 Bonds, the Series 2004 Insurer and,
with respect to the Series 2008 Bonds, the Series 2008 Insurer, in the
name of the Corporation or in the names of both. Nothing contained in
this Section or in the Series 2008 Town Lease shall be deemed to
create a lien of any kind upon the Leased Property or upon any other
assets or facilities of the Town.
SECTION 5.02. Exclusive Pledge. As further provided in
Section 3.05 of the Town Lease, the pledge of Revenues referred to in
this Article shall be for the benefit of the Owners of the Series 1997
Bonds, the Series 2000 Bonds, the Series 2003 Bonds, the Series 2004
Bonds, the Series 2008 Bonds and the Owners of any other Additional
24
Bonds issued by the Corporation as well as the provider of any
Qualified Surety Bond, including, with respect to the Series 1997
Bonds, the Series 1997 Insurer, with respect to the Series 2000 Bonds,
the Series 2000 Insurer, with respect to the Series 2003 Bonds, the
Series 2003 Insurer and, with respect to the Series 2008 Bonds, the
Series 2008 Insurer, and no other creditor of the Corporation shall
have any claim thereto.
ARTICLE VI
PARITY OF PLEDGE OF REVENUES
SECTION 6.01. Parity of Pledge of Revenues. To the
extent that the installments of rental payments required to be paid by
the Town to the Trustee (as assignee of the Corporation) pursuant to
the Town Leases, are not paid, the pledge and lien pursuant to Article
III of the Town Leases shall accrue equally and ratably by means of
the Indenture to the Owners of the Bonds. Any default under this
Supplemental Indenture shall constitute a default under the Indenture,
and any default under the Town Lease shall constitute a default under
the Town Leases.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.01. Cancellation. To the extent applicable by
provision of law, the parties hereto acknowledge that this Supple-
mental Indenture is subject to cancellation pursuant to Section
38-511, Arizona Revised Statutes, as amended, the provisions of which
are incorporated herein.
SECTION 7.02. Certain References.
(a) References to "MBIA" and to "Financial Guaranty
Agreement" in Sections 8.05 and 10.01 of the Indenture shall be deemed
to also be to the Series 2008 Insurer and the Series 2008 Guaranty
Agreement, respectively, with respect to the Series 2008 Bonds.
(b) References to "MBIA," to "Financial Guaranty
Agreement" and to "Municipal Bond Insurance Policy" in Sections
7.05(b), 7.09(b) and 11.08 (b) of the Indenture shall be deemed to also
be to the Series 2008 Insurer, the Series 2008 Guaranty Agreement and
the Series 2008 Municipal Bond Insurance Policy, respectively.
(c) References to "Continuing Disclosure Undertaking"
and "Financial Guaranty Agreement" in Section 8.01(a)(iv) of the
Indenture shall be deemed to also be to the Series 2008 Continuing
Disclosure Agreement, dated the date of delivery of the Series 2008
Bonds, by and between the Town and the Trustee, and the Series 2008
Guaranty Agreement, respectively.
25
~~?~~
SECTION 7.03. Consent of Insurer.
(a) Any provision of the Indenture expressly recog-
nizing or granting rights in or to the Series 2008 Insurer may not be
amended in any manner which affects the rights of the Series 2008
Insurer without the prior written consent of the Series 2008 Insurer.
(b) The consent of the Series 2008 Insurer shall be
required in addition to the consent of the Owners of the Series 2008
Bonds, when required, for the following purposes: (i) execution and
delivery of any Supplemental Indenture or any amendment, supplement or
change to or modification of the Town Leases; (ii) removal of the
Trustee or Paying Agent or selection and appointment of any successor
trustee or paying agent; and (iii) initiation or approval of any
action not described in (i) or (ii) above which requires the consent
of the Owners.
(c) Any reorganization or liquidation plan with
respect to the Corporation must be acceptable to the Series 2008 In-
surer. In the event of any reorganization or liquidation, the Series
2008 Insurer shall have the right to vote on behalf of the Owners of
the Series 2008 Bonds.
(d) Anything in the Indenture to the contrary not-
withstanding, upon the occurrence and continuance of an event of
default as defined in the Indenture, the Series 2008 Insurer shall be
entitled to control and direct the enforcement of all rights and
remedies granted to the Owners of the Series 2008 Bonds or the Trustee
for the benefit of the Owners of the Series 2008 Bonds under the
Indenture.
~?~?~
SECTION 7.04. Notices and Other Information.
(a) The Corporation shall furnish to the Series 2008
Insurer (to the attention of the Surveillance Department, unless
otherwise indicated) as soon as practicable after the filing thereof,
a copy of any financial statement of the Corporation and a copy of any
audit and annual report of the Corporation, a copy of any notice to be
given to the Owners of the Series 2008 Bonds, including, without limi-
tation, notice of any redemption of or defeasance of the Series 2008
Bonds, any certificate rendered pursuant to the Indenture relating to
the security for the Bonds and such additional information as the
Series 2008 Insurer may reasonably request, including, after submis-
sion to the Series 2008 Insurer of a Series 2008 Demand for Payment,
all records relating to funds and accounts maintained under the
Indenture.
(b) The Corporation shall notify the Series 2008
Insurer (to the attention of the General Counsel Office) of any
26
failure of the Corporation to provide relevant notices, certificates,
etc. Notwithstanding any other provision of the Indenture, the Corpo-
ration shall immediately notify the Series 2008 Insurer (to the
attention of the General Counsel Office) if at any time there are
insufficient moneys to make any payments of principal and/or interest
as required and immediately upon the occurrence of any event of
default under the Indenture.
(c) The Corporation shall permit the Series 2008
Insurer to discuss the affairs, finances and accounts of the Corpora-
tion or any information the Series 2008 Insurer may reasonably request
regarding the security for the Series 2008 Bonds with appropriate
officers of the Corporation. The Corporation shall permit the Series
2008 Insurer to have access to and to make copies of all books and
records relating to the Series 2008 Bonds at any reasonable time.
(d) The Series 2008 Insurer shall have the right to
direct an accounting at the expense of the Corporation, and the
failure by the Corporation to comply with such direction within thirty
(30) days after receipt of written notice of the direction from the
Series 2008 Insurer shall be deemed a default hereunder; provided,
however, that if compliance cannot occur within such period, then such
period will be extended so long as compliance is begun within such
period and diligently pursued, but only if such extension would not
materially adversely affect the interests of any Owner of the Series
2008 Bonds.
~??~~
SECTION 7.05. Matters Relating to Defeasance. Notwith-
standing anything herein to the contrary, in the event that the
principal and/or interest due on the Series 2008 Bonds shall be paid
by the Series 2008 Insurer pursuant to the Series 2008 Municipal Bond
Insurance Policy, the Series 2008 Bonds shall remain Outstanding for
all purposes, not be defeased or otherwise satisfied and not be
considered paid by the Corporation, and the assignment and pledge of
the trust estate of the Indenture and all covenants, agreements and
other obligations of the Corporation to the Owners of the Series 2008
Bonds shall continue to exist and shall run to the benefit of the
Series 2008 Insurer, and the Series 2008 Insurer shall be subrogated
to the rights of such Owners.
~?~?~
SECTION 7.06. Certain Limitations on Refundin s and Pur-
chases of Series 2008 Bonds and Distribution of Funds to Cor oration
or Town. Notwithstanding anything to the contrary in the Indenture,
there shall be no refunding of the Series 2008 Bonds, purchase of the
Series 2008 Bonds or distribution of funds to the Corporation or the
Town unless all amounts owed to the Series 2008 Insurer under the
terms of the Series 2008 Guaranty Agreement, the Indenture and the
Town Leases have been paid in full.
27
~~?~~
SECTION 7.07. Payment Procedure Pursuant to Series 2008
Bond Insurance Policy. The Trustee and any Paying Agent shall comply
with the following provisions:
(a) On each of the Interest Payment Dates the Trustee
or Paying Agent, if any, shall determine whether there will be
sufficient funds in the funds and accounts under the Indenture to pay
the principal of or interest on the Series 2008 Bonds on such Interest
Payment Date. If the Trustee or Paying Agent, if any, determines that
there will be insufficient funds in such funds or accounts, the
Trustee or Paying Agent, if any, shall so notify the Series 2008
Insurer. Such notice shall specify the amount of the anticipated
deficiency, the Series 2008 Bonds to which such deficiency is
applicable and whether such Series 2008 Bonds will be deficient as to
principal or interest, or both. The Series 2008 Insurer will make
payments of principal or interest due on the Series 2008 Bonds on or
before the first (lst) day next following the date on which the Series
2008 Insurer shall have received notice of nonpayment from the Trustee
or Paying Agent, if any.
(b) The Trustee or Paying Agent, if any, shall, after
giving notice to the Series 2008 Insurer as provided in (a) above,
make available to the Series 2008 Insurer and, at the direction of the
Series 2008 Insurer, to the United States Trust Company of New York,
as insurance trustee for the Series 2008 Insurer or any successor
insurance trustee (the "Insurance Trustee"), the registration books of
the Corporation maintained by the Trustee or Paying Agent, if any, and
all records relating to such funds and accounts maintained under this
Supplemental Indenture.
(c) The Trustee or Paying Agent, if any, shall pro-
vide the Series 2008 Insurer and the Insurance Trustee with a list of
registered owners of Series 2008 Bonds entitled to receive principal
or interest payments from the Series 2008 Insurer under the terms of
the Series 2008 Municipal Bond Insurance Policy, and shall make
arrangements with the Insurance Trustee (i) to mail checks or drafts
to the Owners of the Series 2008 Bonds entitled to receive full or
partial interest payments from the Series 2008 Insurer and (ii) to pay
principal upon Series 2008 Bonds surrendered to the Insurance Trustee
by the Owners of the Series 2008 Bonds entitled to receive full or
partial principal payments from the Series 2008 Insurer.
. (d) The Trustee or Paying Agent, if any, shall, at
the time it provides notice to the Series 2008 Insurer pursuant to (a)
above, notify Owners of Series 2008 Bonds entitled to receive the
payment of principal or interest thereon from the Series 2008 Insurer
(i) as to the fact of such entitlement, (ii) that the Series 2008
Insurer shall remit to them all or a part of the interest payments
next coming due upon proof of Bondowner entitlement to interest pay-
ments and delivery to the Insurance Trustee, in form satisfactory to
the Insurance Trustee, of an appropriate assignment of the registered
28
owner's right to payment, (iii) that should they be entitled to
receive full payment of principal from the Series 2008 Insurer, they
must surrender their Series 2008 Bonds (along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee
to permit ownership of such Series 2008 Bonds to be registered in the
name of the Series 2008 Insurer) for payment to the Insurance Trustee,
and not the Trustee or Paying Agent, if any, and (iv) that should they
be entitled to receive partial payment of principal from the Series
2008 Insurer, they must surrender their Series 2008 Bonds for payment
thereon first to the Trustee or Paying Agent, if any, who shall note
on such Series 2008 Bonds the portion of the principal paid by the
Trustee or Paying Agent, if any, and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trus-
tee, to the Insurance Trustee, which shall then pay the unpaid portion
of principal.
(e) In the event that the Trustee or Paying Agent, if
any, has notice that any payment of principal of or interest on a
Series 2008 Bond which has become "Due for Payment" (as such term is
defined in the Series 2008 Municipal Bond Insurance Policy) and which
is made to a Bondowner by or on behalf of the Corporation has been
deemed a preferential transfer and theretofore recovered from its
Owner pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with the final, nonapplicable order of a
court having competent jurisdiction, the Trustee or Paying Agent, if
any, shall, at the time the Series 2008 Insurer is notified pursuant
to (a) above, notify all Owners that in the event that any Owner's
payment is so recovered, such registered owner will be entitled to
payment from the Series 2008 Insurer to the extent of such recovery if
sufficient funds are not otherwise available, and the Trustee or
Paying Agent, if any, shall furnish to the Series 2008 Insurer its
records evidencing the payments of principal of and interest on the
Series 2008 Bonds which have been made by the Trustee or Paying Agent,
if any, and subsequently recovered from registered owners and the
dates on which such payments were made.
(f) In addition to those rights granted the Series
2008 Insurer under this Supplemental Indenture, the Series 2008
Insurer shall, to the extent it makes payment of principal of or
interest on the Series 2008 Bonds, become subrogated to the rights of
the recipients of such payments in accordance with the terms of the
Series 2008 Municipal Bond Insurance Policy, and to evidence such
subrogation (i) in the case of subrogation as to claims for past due
interest, the Trustee or Paying Agent, if any, shall note the rights
of the Series 2008 Insurer as subrogee on the registration books of
the Issuer maintained by the Trustee or Paying Agent, if any, upon
receipt from the Series 2008 Insurer of proof of the payment of
interest thereon to the registered owners of the Series 2008 Bonds,
and (ii) in the case of subrogation as to claims for past due
principal, the Trustee or Paying Agent, if any, shall note the rights
of the Series 2008 Insurer as subrogee on the registration books of
the Corporation maintained by the Trustee or Paying Agent, if any,
29
upon surrender of the Series 2008 Bonds by the Owners thereof together
with proof of the payment of principal thereof.
~~??~
SECTION 7.08. Provisions Relating to Trustee. The fol-
lowing shall be applicable and, to the extent that any such provision
conflicts with any provision of the Indenture applicable to the Series
2008 Insurer, the following provisions shall supersede such other
provisions herein:
(a) The Trustee (or any Paying Agent) may be removed
at any time, at the request of the Series 2008 Insurer, for any breach
of the trust set forth herein.
(b) The Series 2008 Insurer shall receive prior
written notice of any Trustee (or any Paying Agent) resignation.
(c) Every successor Trustee appointed pursuant to
this Supplemental Indenture shall be a trust company or bank in good
standing located in or incorporated under the laws of the State, duly
authorized to exercise trust powers and subject to examination by
federal or state authority, having a reported capital and surplus of
not less than $75,000,000 and acceptable to the Series 2008 Insurer.
Any successor Paying Agent, if applicable, shall not be appointed
unless the Series 2008 Insurer approves such successor in writing.
(d) In determining whether the rights of the Bondown-
ers will be adversely affected by any action taken pursuant to the
terms and provisions of this Supplemental Indenture, the Trustee (or
any Paying Agent) shall consider the effect on the Owners of the
Series 2008 Bonds as if there were no Series 2008 Municipal Bond
Insurance Policy.
(e) Notwithstanding any other provision of this Sup-
plemental Indenture, no removal, resignation or termination of the
Trustee (or any Paying Agent) shall take effect until a successor,
acceptable to the Series 2008 Insurer, shall be appointed, unless such
successor has been so appointed by a court of competent jurisdiction.
~???~
SECTION 7.09. Series 2008 Insurer as Third Party Bene-
ficiary. To the extent that this Supplemental Indenture confers upon
or gives or grants to the Series 2008 Insurer any right, remedy or
claim under or by reason of this Supplemental Indenture, the Series
2008 Insurer is hereby explicitly recognized as being a third-party
beneficiary hereunder and may enforce any such right, remedy or claim
conferred, given or granted hereunder. Notwithstanding the foregoing
or anything in the Indenture to the contrary, the rights and benefits
of, and the duties and obligations owed by the Corporation to, the
Series 2008 Insurer shall be effective only so long as the Series 2008
30
Municipal Bond Insurance Policy and the Series 2008 Surety Bond are in
effect and the Series 2008 Insurer is not in default under either.
~???~
SECTION 7.10. Benefitted Parties. Nothing in this Sup-
plemental Indenture expressed or implied is intended or shall be
construed to confer upon, or to give or grant to, any person or
entity, other than the Corporation, the Trustee, the Series 2008
Insurer, any Paying Agent and the Owners of the Series 2008 Bonds, any
right, remedy or claim under or by reason of this Supplemental
Indenture or any covenant, condition or stipulation hereof, and all
covenants, stipulations, promises and agreements in this Supplemental
Indenture contained by and on behalf of the Corporation shall be for
the sole and exclusive benefit of the Issuer, the Trustee, the Series
2008 Insurer, any Paying Agent, and the Owners of the Series 2008
Bonds.
ARTICLE VIII
INTEGRATION OF DOCUMENTS
SECTION 8.01. The Indenture and the Series 2008 Supple-
mental Indenture. The Indenture and this Supplemental Indenture shall
be deemed and considered as a single document, and the covenants,
agreements, terms, conditions, rights, privileges, duties and liabil-
ities contained in the Indenture and this Supplemental Indenture and
arising thereunder and hereunder shall apply concurrently, except as
specifically set forth herein, and except when the context or circum-
stances otherwise require.
SECTION 8.02. Indenture to Remain in Effect, Exce t as
Modified. Except as otherwise modified, amended or supplemented by
this Supplemental Indenture, the Indenture shall remain in full force
and effect for and until the defeasance clause of the preamble of this
Supplemental Indenture is satisfied.
this
Lease
Town
SECTION 8.03.
Supplemental Indenture
are to the Base Town
Lease.
References to Town Lease. For
references in the Indenture
Lease as supplemented by the
purposes of
to the Town
Series 2008
31
IN WITNESS WHEREOF, the Corporation has caused this Supple-
mental Indenture to be executed and delivered for it and in its name
and on its behalf by its duly authorized officers; in token of its
acceptance of the trusts created hereunder, the Trustee has caused
this Supplemental Indenture to be executed and delivered for it and in
its name and on its behalf by its duly authorized officer; and in
token of its acceptance of the duties and obligations of the Registrar
hereunder, the Registrar has caused this Supplemental Indenture to be
executed and delivered for it and in its name and on its behalf by its
duly authorized officer, all as of the day and year first above
written.
TOWN OF MARANA MUNICIPAL PROPERTY
CORPORATION
By ....................................
President
ATTEST:
................................
Secretary
WELLS FARGO BANK, NATIONAL ASSOCIATION
(FORMERLY NORWEST BANK ARIZONA, N.A.
AND WELLS FARGO BANK ARIZONA, N.A.),
as Trustee
By ....................................
Authorized Officer
328191608v 1 4/23/2008
32
EXHIBIT A-1
[FORM OF SERIES 2008A BOND]
REGISTERED NO.
R-..........
REGISTERED
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") TO THE CORPORATION OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*
UNITED STATES OF AMERICA
STATE OF ARIZONA
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BOND,
SERIES 2008A
Interest Rate:
..% per annum
Maturity Date:
........ 1, 20..
REGISTERED OWNER: CEDE & CO.*
Original
Issue Date: CUSIP:
1, 2008 ...........
PRINCIPAL AMOUNT: ........................................... DOLLARS
Town of Marana Municipal Property Corporation, a nonprofit
corporation incorporated and existing under and by virtue of the laws
of the State of Arizona (hereinafter referred to as the "Corpora-
tion"), for value received, hereby promises to pay to the Registered
Owner (named above), or registered assigns, the Principal Amount
(stated above) on the Maturity Date (stated above), unless this Bond
is called for redemption prior to the Maturity Date and payment
provided therefor, and to pay interest on the Principal Amount at the
Interest Rate (stated above) on January 1 and July 1 of each year,
commencing 1, 200_ (hereinafter referred to as the "inter-
est payment dates"), from the Original Issue Date (stated above) to
the maturity of the Bond, or until redeemed if redeemed prior to
maturity. The principal of and premium, if any, on this Bond (and any
interest due as of the principal maturity or redemption date) are
payable upon presentation and surrender hereof at the designated
principal corporate trust office of ..................................
Phoenix, Arizona, as trustee (hereinafter referred to as the "Trus-
*Insert so long as DTC is the Securities Depository.
A-1-1
tee"). Interest on this Bond (other than that due on a principal
maturity or redemption date) is payable by check or draft mailed by
the Trustee to the registered owner hereof, as shown on the registra-
tion books for the series of the bonds of which this Bond is one
maintained by the Trustee, at the address appearing therein at the
close of business on the 15th day of the calendar month next preceding
that interest payment date (hereinafter referred to as the "regular
record date"). Any interest which is not timely paid or duly provided
for shall cease to be payable to the registered owner hereof (or of
one or more predecessor Bonds) as of the regular record date, but
shall be payable to the registered owner hereof (or of one or more
predecessor Bonds) at the close of business on a special record date
to be fixed by the Trustee for the payment of that overdue interest.
The special record date shall be fixed by the Trustee whenever moneys
become available for payment of the overdue interest, and notice of
the special record date shall be given to registered owners of the
Bonds not less than 10 days prior thereto. The principal of and
premium, if any, and interest on this Bond are payable in lawful money
of the United States of America, without deduction for the services of
the Trustee.
This Bond is one of a duly authorized issue of bonds of the
Corporation known as its Municipal Facilities Revenue Bonds, Series
2008, consisting of its $ ,000 principal amount of Municipal
Facilities Revenue Bonds, Series 2008A (the "Series 2008A Bonds") and
$ ,000 principal amount of Municipal Facilities Revenue Bonds,
Series 2008B (together with the Series 2008A Bonds, the "Series 2008
Bonds"), issued in an aggregate principal amount of $ ,000 for the
purpose of providing funds for the Town of Marana, Arizona (hereinafter
referred to as the "Town"), to construct, design, acquire and equip, as
the case may be and among others, extensions and additions to the sewer
lines and interceptors in Silverbell Road and to the Town's Airport,
extensions and improvements to Camino de Marana and Dove Mountain
Roads and improvements to Cortaro Silverbell District Park and to
refinance certain bonds heretofore issued by the Corporation for the
benefit of the Town. (This Bond is one of the Series 2008A Bonds.)
The Series 2008 Bonds are special obligations of the Corporation
issued under and equally and ratably secured, both as to principal and
interest, by a Trust Indenture, dated as of October 1, 1997
(hereinafter referred to as the "Original Indenture"), as supplemented
by a Series 2008 Supplemental Trust Indenture, dated as of
1, 2008 (hereinafter referred to as the "Series 2008 Supplemental
Indenture"), from the Corporation to the Trustee. The Original
Indenture and the Series 2008 Supplemental Indenture are hereinafter
collectively referred to as the "Indenture." Reference is hereby made
to the Indenture for the nature and extent of the security, a
statement of the terms and conditions upon which the Series 2008 Bonds
are issued and secured, the rights of the registered owner hereof and
the terms under which bonds on a parity with the Series 2008 Bonds
have been and may be issued.
Pursuant to a Combined Cortaro Silverbell District Park
Ground Lease and Fourth Supplement to Amended and Restated Town Lease
A-1-2
and Series 1992 Town Lease, dated as of 1, 2008 (hereinafter
referred to as the "Town Lease"), by and between the Corporation and the
Town, the Corporation has extended the lease of certain real property
and leased certain improvements to the Town. The rental payments to be
paid by the Town to the Corporation pursuant to the Town Lease have been
assigned to the Trustee as security for the payment of the Series 2008
Bonds.
Under the terms of the Town Lease, the Town has agreed to
pay as rental payments sums sufficient to pay, among other things, the
principal of and interest on the Series 2008 Bonds as the same come
due and all charges and expenses of the Trustee. In order to secure
the payment of the rental payments, the Town has pledged Town sales tax,
state-shared revenues, license and permit fees and fines and forfeitures
collected by or on behalf of the Town (except those taxes required by
State law to be expended for specific purposes, such as the motor
vehicle fuel tax) and other amounts provided for in the Town Lease.
The Town Lease does not constitute a general obligation of
the Town nor any indebtedness of the Town within the meaning of the
Constitution or laws of the State of Arizona. This Bond and all the
Series 2008 Bonds are payable solely from amounts received by the
Corporation under the Town Lease and all supplements thereto. This Bond
is not a general obligation of the Corporation and no incorporator,
member, director, officer or agent, as such, past, present or future, of
the Corporation shall be personally liable for the payment hereof.
As provided in, and to the extent permitted by the Inden-
ture, or any indenture supplemental thereto, the rights and obliga-
tions of the Corporation and the registered owners of the Series 2008
Bonds may be modified by the Corporation with the written consent of
the registered owners of a majority of the principal amount of the
Series 2008 Bonds outstanding and/or under certain circumstances the
insurer of the Series 2008 Bonds as hereinafter identified, provided,
however, that no such modification shall effect the reduction of, or
the extension of the stated time of payment of the principal hereof,
or of the interest hereon, or permit the creation of any lien on the
trust estate prior to or on a parity with the lien of the Indenture
(except parity bonds or other obligations issued under the conditions
set forth in the Indenture) or deprive the registered owner hereof of
the lien created by the Indenture.
The Town has covenanted and agreed with the registered
owners of the Series 2008 Bonds that, so long as any of the Bonds
remain outstanding and any of the principal and interest thereon shall
be unpaid or unprovided for, the Town will not further encumber the
amounts pledged under the Town Lease on a basis equal to its first
lien pledge thereof unless the amounts collected in the next preceding
fiscal year shall have amounted to at least three (3) times the high-
est combined interest and principal requirements for any succeeding 12
months' period for all Series 2008 Bonds then outstanding and all
other outstanding parity obligations so proposed to be secured by a
pledge of those amounts.
A-1-3
The Series 2008A Bonds maturing on or after 1,
20 are subject to redemption prior to maturity in whole at any time,
or in part on any interest payment date, in any order of maturity and by
lot within a maturity, on or after 1, 20 or any interest
payment date thereafter, at the redemption price of the principal amount
to be redeemed, plus accrued interest to the date fixed for redemption,
without premium.
The Series 2008A Bonds maturing on 1, 20 are
subject to mandatory redemption on the dates and in the amounts set
forth below, at a redemption price equal to the principal amount
thereof plus interest accrued to the date of redemption:
Date
1, 20
A remaining principal amount of $
mature on 1, 20
Principal Amount
S ,000
,000 of Series 2008A Bonds will
The Series 2008A Bonds maturing on 1, 20 are
subject to mandatory redemption on the dates and in the amounts set
forth below, at a redemption price equal to the principal amount
thereof plus interest accrued to the date of redemption:
Date
January 1, 20
July 1, 20
January 1, 20
July 1, 20
January 1, 20
July 1, 20
January 1, 20
July 1, 20
January 1, 20
Principal Amount
$ ,000
,000
,000
,000
,000
,000
,000
,000
,000
A remaining principal amount of $
mature on 1, 20
,000 of Series 2008A Bonds will
Notice of redemption of the Series 2008 Bonds shall be
mailed by first class mail, postage prepaid, not more than 45 nor less
than 30 days prior to the date fixed for redemption, to the registered
owner of each Bond to be redeemed in whole or in part at the regis-
tered owner's address shown on the registration books for the Series
2008 Bonds on the 15th day preceding that mailing. Failure to mail
notice to any registered owner of Series 2008 Bonds shall not affect
the validity of the proceeding for the redemption of Bonds with
respect to registered owners of other Series 2008 Bonds.
The Registrar, initially the Trustee, will maintain the
books of the Corporation for the registration of ownership of each
Series 2008 Bond as provided in the Indenture.
A-1-4
This Bond may be transferred on the registration books upon
delivery hereof to the Registrar at its designated corporate trust
office, accompanied by a written instrument of transfer in form and
with guaranty of signature satisfactory to the Registrar, duly exe-
cuted by the registered owner of this Bond, or his or her attorney-in-
fact or legal representative, containing written instructions as to
the details of the transfer. No transfer of this Bond shall be
effective until entered on the registration books.
In all cases upon the transfer of a Series 2008 Bond, the
Registrar will enter the transfer of ownership in the registration
books and will authenticate and deliver, in the name of the transferee
or transferees, a new fully registered Series 2008 Bond or Series 2008
Bonds of the denominations of $5,000 of principal amount or any whole
multiple thereof (except that no Series 2008 Bond shall be issued
which relates to more than a single principal maturity) for the
aggregate principal amount which the registered owner is entitled to
receive at the earliest practicable time in accordance with the
provisions of the Indenture.
The registered owner
upon request, and upon the sup
exchange such Series 2008 Bonds
ized denomination of the same
together aggregating the same
Bonds so surrendered.
of one or more Series 2008 Bonds may,
-render to the Trustee of such Bonds,
for Series 2008 Bonds of other author-
maturity, series, and interest rate
principal amount as the Series 2008
The Corporation or the Registrar will charge the registered
owner of such Series 2008 Bond, for every such transfer or exchange of
a Series 2008 Bond, an amount sufficient to reimburse them for their
expenses and any transfer fee, tax or other charge required to be paid
with respect to such transfer and may require that such charge be paid
before any such new Series 2008 Bond shall be delivered. The regis-
tered owner of any Series 2008 Bond will be required to pay any
expenses incurred in connection with the replacement of a mutilated,
lost, stolen or destroyed Series 2008 Bond.
The Corporation and the Registrar will not be required
(a) to issue or transfer any Series 2008 Bonds during a period begin-
ning with the opening of business on the 15th business day next pre-
ceding the date of mailing of notice of Series 2008 Bonds to be
redeemed and ending with the close of business on the day on which the
applicable notice of redemption is mailed or (b) to transfer any
Series 2008 Bonds which have been selected or called for redemption in
whole or in part.
This Bond shall not be entitled to any security or benefit
under the Indenture or be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed
by the Registrar.
It is hereby certified and recited that all conditions,
acts and things required by the Constitution and laws of the State of
A-1-5
Arizona to exist, to occur and to be performed precedent to and in the
issuance of this Bond do exist, have occurred and have been performed.
Neither this Bond nor the series of Bonds of which this is one is a
general obligation of the Corporation or the Town, but is payable
solely from the sources and in the manner set forth herein.
IN WITNESS WHEREOF, the President and the Secretary of the
Corporation have caused this Bond to be executed in the name of the
Corporation by the facsimile signature of said President and by the
facsimile signature of said Secretary, all as of the date written
above.
TOWN OF MARANA MUNICIPAL PROPERTY
CORPORATION
(Facsimile)
......................................
President
ATTEST:
(Facsimile)
.................................
Secretary
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 2008A, issued
pursuant to the within-mentioned Indenture.
Date of Authentication: .......................
as Registrar
By ....................................
Authorized Signatory
A-1-6
~~~~~
STATEMENT OF INSURANCE
Financial Guaranty Insurance Policy No. .......... (the "Policy") with
respect to payments due for principal of and interest on this Bond has
been issued by Ambac Assurance Corporation ("Ambac Assurance"). The
Policy has been delivered to The Bank of New York, New York, New York,
as the Insurance Trustee under said Policy and will be held by such
Insurance Trustee or any successor insurance trustee. The Policy is
on file and available for inspection at the principal office of the
Insurance Trustee and a copy thereof may be secured from Ambac Assur-
ance or the Insurance Trustee. All payments required to be made under
the Policy shall be made in accordance with the provisions thereof.
The owner of this Bond acknowledges and consents to the subrogation
rights of Ambac Assurance as more fully set forth in the Policy.
A-1-7
ASSIGNMENT
For value received, the undersigned hereby sells, assigns
and transfers unto ..................................... the within
bond and irrevocably constitutes and appoints .....................
................. attorney to transfer that bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated :.......................
Signature Guaranteed:
.............................
(Insert Proper Legend]
...................................
Notice: The assignor's signature
to this assignment must
correspond with the name
as it appears upon the
face of the within bond in
every particular, without
alteration or any change
whatsoever.
TRANSFEROR SHALL PAY ALL TRANSFER OR
GOVERNMENTAL FEES, TAXES OR CHARGES.
(Insert Appropriate Legend Re: Abbreviations]
A-1-8
EXHIBIT A-2
[FORM OF SERIES 2008B BOND]
REGISTERED NO.
R-..........
REGISTERED
UNLESS THIS BOND"IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") TO THE CORPORATION OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*
UNITED STATES OF AMERICA
STATE OF ARIZONA
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BOND,
SERIES 2008B
Interest Rate:
...o per annum
Maturity Date:
........ 1, 20..
REGISTERED OWNER: CEDE & CO.*
Original
Issue Date: CUSIP:
1, 2008 ...........
PRINCIPAL AMOUNT: ........................................... DOLLARS
Town of Marana Municipal Property Corporation, a nonprofit
corporation incorporated and existing under and by virtue of the laws
of the State of Arizona (hereinafter referred to as the "Corpora-
tion"), for value received, hereby promises to pay to the Registered
Owner (named above), or registered assigns, the Principal Amount
(stated above) on the Maturity Date (stated above), unless this Bond
is called for redemption prior to the Maturity Date, and payment
provided therefor, and to pay interest on the Principal Amount at the
Interest Rate (stated above) on January 1 and July 1 of each year,
commencing 1, 200_ (hereinafter referred to as the "inter-
est payment dates"), from the Original Issue Date (stated above) to
the maturity of the Bond, or until redeemed if redeemed prior to
maturity. The principal of and premium, if any, on this Bond (and any
interest due as of the principal maturity or redemption date) are
payable upon presentation and surrender hereof at the designated
principal corporate trust office of ..................................
Phoenix, Arizona, as trustee (hereinafter referred to as the "Trus-
*Insert so long as DTC is the Securities Depository.
A-2-1
tee"). Interest on this Bond (other than that due on a principal
maturity or redemption date) is payable by check or draft mailed by
the Trustee to the registered owner hereof, as shown on the registra-
tion books for the series of the bonds of which this Bond is one
maintained by the Trustee, at the address appearing therein at the
close of business on the 15th day of the calendar month next preceding
that interest payment date (hereinafter referred to as the "regular
record date"). Any interest which is not timely paid or duly provided
for shall cease to be payable to the registered owner hereof (or of
one or more predecessor Bonds) as of the regular record date, but
shall be payable to the registered owner hereof (or of one or more
predecessor Bonds) at the close of business on a special record date
to be fixed by the Trustee for the payment of that overdue interest.
The special record date shall be fixed by the Trustee whenever moneys
become available for payment of the overdue interest, and notice of
the special record date shall be given to registered owners of the
Bonds not less than 10 days prior thereto. The principal of and
premium, if any, and interest on this Bond are payable in lawful money
of the United States of America, without deduction for the services of
the Trustee.
This Bond is one of a duly authorized issue of bonds of the
Corporation known as its Municipal Facilities Revenue Bonds, Series
2008, consisting of its $ ,000 principal amount of Municipal
Facilities Revenue Bonds, Series 2008A (the "Series 2008A Bonds") and
$ ,000 principal amount of Municipal Facilities Revenue Bonds,
Series 2008B (the "Series 2008B Bonds" and, together with the Series
2008A Bonds, the "Series 2008 Bonds"), issued in an aggregate
principal amount of $ ,000 for the purpose of providing funds for
the Town of Marana, Arizona (hereinafter referred to as the "Town"), to
construct, design, acquire and equip, as the case may be and among
others, extensions and additions to the sewer lines and interceptors in
Silverbell Road and to the Town's Airport, extensions and improvements
to Camino de Marana and Dove Mountain Roads and improvements to
Cortaro Silverbell District Park and to refinance certain bonds
heretofore issued by the Corporation for the Town. (This Bond is one of
the Series 2008B Bonds.) The Series 2008 Bonds are special
obligations of the Corporation issued under and equally and ratably
secured, both as to principal and interest, by a Trust Indenture,
dated as of October 1, 1997 (hereinafter referred to as the "Original
Indenture"), as supplemented by a Series 2008 Supplemental Trust
Indenture, dated as of 1, 2008 (hereinafter referred to as
the "Series 2008 Supplemental Indenture"), from the Corporation to the
Trustee. The Original Indenture and the Series 2008 Supplemental
Indenture are hereinafter collectively referred to as the "Indenture."
Reference is hereby made to the Indenture for the nature and extent of
the security, a statement of the terms and conditions upon which the
Series 2008 Bonds are issued and secured, the rights of the registered
owner hereof and the terms under which bonds on a parity with the
Series 2008 Bonds have been and may be issued.
Pursuant to a Combined Cortaro Silverbell District Park
Ground Lease and Fourth Supplement to Amended and Restated Town Lease
A-2-2
and Series 1992 Town Lease, dated as of 1, 2008 (hereinafter
referred to as the "Town Lease"), by and between the Corporation and the
Town, the Corporation has extended the lease of certain real property
and leased certain improvements to the Town. The rental payments to be
paid by the Town to the Corporation pursuant to the Town Lease have been
assigned to the Trustee as security for the payment of the Series 2008
Bonds.
Under the terms of the Town Lease, the Town has agreed to
pay as rental payments sums sufficient to pay, among other things, the
principal of and interest on the Series 2008 Bonds as the same come
due and all charges and expenses of the Trustee. In order to secure
the payment of the rental payments, the Town has pledged Town sales tax,
state-shared revenues, license and permit fees and fines and forfeitures
collected by or on behalf of the Town (except those taxes required by
State law to be expended for specific purposes, such as the motor
vehicle fuel tax) and other amounts provided for in the Town Lease.
The Town Lease does not constitute a general obligation of
the Town nor any indebtedness of the Town within the meaning of the
Constitution or laws of the State of Arizona. This Bond and all the
Series 2008 Bonds are payable solely from amounts received by the
Corporation under the Town Lease and all supplements thereto. This Bond
is not a general obligation of the Corporation and no incorporator,
member, director, officer or agent, as such, past, present or future, of
the Corporation shall be personally liable for the payment hereof.
As provided in, and to the extent permitted by the Inden-
ture, or any indenture supplemental thereto, the rights and obliga-
tions of the Corporation and the registered owners of the Series 2008
Bonds may be modified by the Corporation with the written consent of
the registered owners of a majority of the principal amount of the
Series 2008 Bonds outstanding and/or under certain circumstances the
insurer of the Series 2008 Bonds as hereinafter identified, provided,
however, that no such modification shall effect the reduction of, or
the extension of the stated time of payment of the principal hereof,
or of the interest hereon, or permit the creation of any lien on the
trust estate prior to or on a parity with the lien of the Indenture
(except parity bonds or other obligations issued under the conditions
set forth in the Indenture) or deprive the registered owner hereof of
the lien created by the Indenture.
The Town has covenanted and agreed with the registered
owners of the Series 2008 Bonds that, so long as any of the Bonds
remain outstanding and any of the principal and interest thereon shall
be unpaid or unprovided for, the Town will not further encumber the
amounts pledged under the Town Lease on a basis equal to its first
lien pledge thereof unless the amounts collected in the next preceding
fiscal year shall have amounted to at least three (3) times the high-
est combined interest and principal requirements for any succeeding 12
months' period for all Series 2008 Bonds then outstanding and all
other outstanding parity obligations so proposed to be secured by a
pledge of those amounts.
A-2-3
The Series 2008B Bonds maturing on or after 1,
20 are subject to redemption prior to maturity in whole at any time,
or in part on any interest payment date, in any order of maturity and by
lot within a maturity, on or after 1, 20 or any interest
payment date thereafter, at the redemption price of the principal amount
to be redeemed, plus accrued interest to the date fixed for redemption,
without premium.
The Series 2008B Bonds are also subject to redemption prior
to maturity in whole at any time, or in part on any interest payment
date, in any order of maturity and by lot within a maturity, on or after
1, 20 or any interest payment date thereafter, at the
redemption price of the principal amount to be redeemed, plus accrued
interest to the date fixed for redemption, without premium, but only
from
Notice of redemption of the Series 2008 Bonds shall be
mailed by first class mail, postage prepaid, not more than 45 nor less
than 30 days prior to the date fixed for redemption, to the registered
owner of each Bond to be redeemed in whole or in part at the regis-
tered owner's address shown on the registration books for the Series
2008 Bonds on the 15th day preceding that mailing. Failure to mail
notice to any registered owner of Series 2008 Bonds shall not affect
the validity of the proceeding for the redemption of Bonds with
respect to registered owners of other Series 2008 Bonds.
The Registrar, initially the Trustee, will maintain the
books of the Corporation for the registration of ownership of each
Series 2008 Bond as provided in the Indenture.
This Bond may be transferred on the registration books upon
delivery hereof to the Registrar at its designated corporate trust
office, accompanied by a written instrument of transfer in form and
with guaranty of signature satisfactory to the Registrar, duly exe-
cuted by the registered owner of this Bond, or his or her attorney-in-
fact or legal representative, containing written instructions as to
the details of the transfer. No transfer of this Bond shall be
effective until entered on the registration books.
In all cases upon the transfer of a Series 2008 Bond, the
Registrar will enter the transfer of ownership in the registration
books and will authenticate and deliver, in the name of the transferee
or transferees, a new fully registered Series 2008 Bond or Series 2008
Bonds of the denominations of $5,000 of principal amount or any whole
multiple thereof (except that no Series 2008 Bond shall be issued
which relates to more than a single principal maturity) for the
aggregate principal amount which the registered owner is entitled to
receive at the earliest practicable time in accordance with the
provisions of the Indenture.
The registered owner of one or more Series 2008 Bonds may,
upon request, and upon the surrender to the Trustee of such Bonds,
A-2-4
exchange such Series 2008 Bonds for Series 2008 Bonds of other author-
ized denomination of the same maturity, series, and interest rate
together aggregating the same principal amount as the Series 2008
Bonds so surrendered.
The Corporation or the Registrar will charge the registered
owner of such Series 2008 Bond, for every such transfer or exchange of
a Series 2008 Bond, an amount sufficient to reimburse them for their
expenses and any transfer fee, tax or other charge required to be paid
with respect to such transfer and may require that such charge be paid
before any such new Series 2008 Bond shall be delivered. The regis-
tered owner of any Series 2008 Bond will be required to pay any
expenses incurred in connection with the replacement of a mutilated,
lost, stolen or destroyed Series 2008 Bond.
The Corporation and the Registrar will not be required
(a) to issue or transfer any Series 2008 Bonds during a period begin-
ning with the opening of business on the 15th business day next pre-
ceding the date of mailing of notice of Series 2008 Bonds to be
redeemed and ending with the close of business on the day on which the
applicable notice of redemption is mailed or (b) to transfer any
Series 2008 Bonds which have been selected or called for redemption in
whole or in part.
This Bond shall not be entitled to any security or benefit
under the Indenture or be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed
by the Registrar.
It is hereby certified and recited that all conditions,
acts and things required by the Constitution and laws of the State of
Arizona to exist, to occur and to be performed precedent to and in the
issuance of this Bond do exist, have occurred and have been performed.
Neither this Bond nor the series of Bonds of which this is one is a
general obligation of the Corporation or the Town, but is payable
solely from the sources and in the manner set forth herein.
IN WITNESS WHEREOF, the President and the Secretary of the
Corporation have caused this Bond to be executed in the name of the
Corporation by the facsimile signature of said President and by the
facsimile signature of said Secretary, all as of the date written
above.
TOWN OF MARANA MUNICIPAL PROPERTY
CORPORATION
(Facsimile)
......................................
President
A-2-5
ATTEST:
(Facsimile)
.................................
Secretary
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Town of Marana Municipal Property
Corporation Municipal Facilities Revenue Bonds, Series 2008B, issued
pursuant to the within-mentioned Indenture.
Date of Authentication: .......................
as Registrar
By ....................................
Authorized Signatory
A-2-6
~???~
STATEMENT OF INSURANCE
Financial Guaranty Insurance Policy No. .......... (the "Policy") with
respect to payments due for principal of and interest on this Bond has
been issued by Ambac Assurance Corporation ("Ambac Assurance"). The
Policy has been delivered to The Bank of New York, New York, New York,
as the Insurance Trustee under said Policy and will be held by such
Insurance Trustee or any successor insurance trustee. The Policy is
on file and available for inspection at the principal office of the
Insurance Trustee and a copy thereof may be secured from Ambac Assur-
ance or the Insurance Trustee. All payments required to be made under
the Policy shall be made in accordance with the provisions thereof.
The owner of this Bond acknowledges and consents to the subrogation
rights of Ambac Assurance as more fully set forth in the Policy.
A-2-7
ASSIGNMENT
For value received, the undersigned hereby sells, assigns
and transfers unto ..................................... the within
bond and irrevocably constitutes and appoints .....................
................. attorney to transfer that bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated :.......................
Signature Guaranteed:
............................
(Insert Proper Legend]
...................................
Notice: The assignor's signature
to this assignment must
correspond with the name
as it appears upon the
face of the within bond in
every particular, without
alteration or any change
whatsoever.
TRANSFEROR SHALL PAY ALL TRANSFER OR
GOVERNMENTAL FEES, TAXES OR CHARGES.
(Insert Appropriate Legend Re: Abbreviations]
A-2-8
DRAFT
04/24/08
05/13/08
ESCROW TRUST AGREEMENT
by and between
TOWN OF MARANA
MUNICIPAL PROPERTY CORPORATION
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Escrow Trustee
DATED AS OF 1, 2008
ESCROW TRUST AGREEMENT
This ESCROW TRUST AGREEMENT, dated as of 1,
2008, by and between TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION, a
nonprofit corporation incorporated and existing pursuant to the laws
of the State of Arizona (the "Corporation"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a banking entity organized and existing under
the laws of the United States of America and authorized to exercise
trust powers under the laws of the State of Arizona, as escrow trustee
(the "Trustee"),
W I T N E S S E T H:
WHEREAS, all but $220,000 of the remaining, outstanding
Municipal Facilities Revenue Bonds, Series 1997 of the Corporation
maturing on July 1, 2008, and January 1, 2009 (the "Bonds Being
Refunded" or the "Refunded Bonds"), are being refunded and redeemed
pursuant to the terms of this Escrow Trust Agreement; and
WHEREAS, the Board of Directors of the Corporation, by
resolution adopted on May 20, 2008 (the "Bond Resolution"), and a
Trust Indenture, dated as of October 1, 1997 (the "Original Inden-
ture"), as supplemented by a Series 2008 Supplemental Trust Indenture,
dated as of 1, 2008 (the "Supplemental Indenture"), from
the Corporation to Wells Fargo Bank, National Association, as trustee
(the "Indenture Trustee"), authorized the issuance of $ ,000
aggregate principal amount of Municipal Facilities Revenue Bonds,
Series 2008A (the "Refunding Bonds"), of the Corporation, a portion of
the proceeds of which were used to refund the Bonds Being Refunded;
and
WHEREAS, the Bond Resolution authorized and directed the
Corporation to enter into this Escrow Trust Agreement with the Trustee
with respect to the safekeeping and handling of the moneys and securi-
ties to be held in trust for the payment of the Bonds Being Refunded;
and
WHEREAS, the Trustee agreed to accept and administer the
trust created hereby;
NOW, THEREFORE, PURSUANT TO LAW AND FOR AND IN CONSIDERA-
TION OF THE MUTUAL COVENANTS HEREINAFTER CONTAINED, IT IS HEREBY
AGREED AS FOLLOWS:
Section 1. On 2008 (the "Delivery Date"), the
Corporation deposited, or caused to be deposited, cash in the amount
of $ (the "Initial Cash Deposit") and the securities described in
Exhibit "B" attached hereto (or additional funds sufficient to permit
the Trustee to purchase such securities on the Delivery Date), all of
which are direct obligations of the United States (the "Securities"),
to be held by the Trustee in a special and separate trust fund, desig-
nated as the "Town of Marana Municipal Property Corporation Municipal
Facilities Revenue Bonds (2008) Trust Fund" (the "Trust Fund"). As
determined in the Verification Report of Grant Thornton LLP regarding
the Refunding Bonds (the "Report"), the principal amount of the Secu-
rities, together with the scheduled interest thereon and the Initial
Cash Deposit, are sufficient to assure that the funds available in the
Trust Fund shall be sufficient to pay promptly the principal of and
redemption premiums, if any, and interest on the Bonds Being Refunded
as the same are redeemed.
Section 2. (A) The Trustee shall, at all times, hold the
Securities and the Initial Cash Deposit in the Trust Fund for the
account of the Corporation and for the- benefit of the registered own-
ers of the Bonds Being Refunded and shall maintain the Trust Fund
wholly segregated from other funds and securities on deposit with the
Trustee, shall never commingle the Securities and other moneys with
other funds or securities of the Trust Fund and shall never at any
time use, loan or borrow the same in any way, so that sufficient funds
always shall be available to pay the interest and principal
requirements of the Refunded Bonds as the same accrue and become due
and payable from time to time as set forth in Exhibits "A" and "C"
hereto (collectively, the "Payment Schedules") which conform with
similar schedules included in the Report.
(B) The Trustee shall reinvest cash balances held in
the Trust Fund on each January 1 and July 1, to the extent not
required for the payment of the principal of and redemption premium
and interest on the Refunded Bonds on such date, in United States
Treasury Certificates of Indebtedness, State and Local Government
Series ("SLGs"), at a zero percent (0.0%) interest rate, maturing on
the semiannual debt service payment date for the Refunded Bonds (the
"Restricted Reinvestment Obligations"), provided that amounts which
may not be so invested shall be held in cash and shall not be
invested. (The Initial Cash Deposit shall be held in the Trust Fund
in cash and shall not be invested.) Such investments shall be made
only to the extent permitted by, and shall be made in accordance with,
the applicable statutes, rules and regulations governing such invest-
ments issued by the Bureau of Public Debt. Such rules and regulations
currently require that a subscription for purchase of the investment
be submitted at least fifteen (15) (or, for subscriptions of less than
$10,000,000 five (5)) but no more than sixty (60) days prior to the
date of investment. If the Department of the Treasury (or the Bureau
of Public Debt) of the United States suspends the sale of SLGs causing
the Trustee to be unable to purchase SLGs, then the Trustee will take
the following actions: On the date the Trustee would have purchased
SLGs had the Trustee been able to do so, the Trustee shall purchase
non-callable and non-prepayable obligations issued or guaranteed as to
full and timely payment by the United States of America ("Government
Obligations") maturing no more than ninety (90) days after the date of
purchase ("Alternate Investments"). The purchase price of the Alter-
nate Investment shall be as close as possible to the principal amount
of the SLGs that would have been purchased on such date if they had
been available for purchase and shall in no event be more than the
amount payable at such maturity on such investment. The Trustee shall
2
purchase each Alternate Investment at a price no higher than the fair
market value of the Alternate Investment and shall maintain records
demonstrating compliance with this requirement. On the maturity of
each Alternate Investment, the Trustee shall pay the difference
between the total of the receipts on the Alternate Investment and the
purchase price of the Alternate Investment to the Corporation with a
notice to the Corporation that such amount must be paid to the
Internal Revenue Service pursuant to Internal Revenue Service Revenue
Procedure 95-47. If the Alternate Investment matures more than
twenty-nine (29) days prior to the next succeeding interest payment
date on the Refunded Bonds on which such proceeds will be needed to
pay principal of and premium, if any, and interest on the Refunded
Bonds, the Trustee shall treat such amounts as an invested balance
available for reinvestment and shall take all reasonable steps to
invest such amounts in SLGs (or additional Alternate Investments as
provided in this Section). The Trustee shall hold balances not so
invested in accordance with Section 4 hereof.
(C) The Trustee may sell or redeem the Securities in
advance of their maturity dates and invest the proceeds of such sale
or redemption or other moneys credited to the Trust Fund in connection
with such sale or redemption in other non-callable obligations issued
or guaranteed by the United States of America (the "Substitute Securi-
ties") only upon receipt of written instructions from the Corporation
to do so and receipt by the parties hereto and the Corporation of
(1) an opinion in form and substance satisfactory to them from a
nationally recognized bond counsel to the effect that such action will
not affect adversely the status of the interest on the Bonds Being
Refunded or the Refunding Bonds for federal income tax purposes and
will not affect adversely the right of the Corporation to issue obli-
gations the interest on which is excludable from gross income for
federal income tax purposes and (2) a report from a nationally recog-
nized accountant or firm of accountants verifying the accuracy of the
arithmetic computations of the adequacy of the proceeds from the
liquidation together with any other moneys and the maturing principal
of and interest on the Substitute Securities to be credited to the
Trust Fund, to pay when due the interest on the Bonds Being Refunded
and the principal of the Bonds Being Refunded as they become due at
maturity. Upon any such sale or redemption of investments and
reinvestment, any amounts not needed in the Trust Fund to provide for
payments on the Bonds Being Refunded, as shown by such accountant's
report, may be withdrawn from the Trust Fund at the direction of the
Corporation, returned to the Treasurer and applied for the benefit of
the Corporation in accordance with applicable law.
Section 3. The debt service on the Bonds Being Refunded
shall be paid from the Trust Fund from the following sources in the
order listed below:
(A) The Initial Cash Deposit.
3
(B) Cash receipts from the Securities, Restricted
Reinvestment Obligations, Alternate Investments or Substitute Securi-
ties.
Moneys shall be applied consistently with the Payment Schedules.
Section 4. Any moneys credited to the Trust Fund which are
not invested in the Securities, Restricted Reinvestment Obligations,
Alternate Investments or Substitute Securities as provided herein
shall be held as a demand deposit and shall be secured in the same
manner as deposits of public moneys.
Section 5. (A) The Trustee shall make timely payments
from the Trust Fund to the Indenture Trustee, as the trustee and
paying agent for the Bonds Being Refunded, in the amounts and on the
dates necessary to permit the payment when due of the principal of and
interest on the Bonds Being Refunded as the same become due and
payable as set forth in the Payment Schedules.
(B) The Corporation hereby irrevocably instructs the
Trustee to, and the Trustee shall, as soon as possible, cause notice
of the defeasance and refunding of the Bonds Being Refunded, in the
form as shown substantially in the form in Exhibit "D" attached here-
to, to be mailed, by first class mail, postage prepaid, to each regis-
tered owner of the Bonds Being Refunded, at the address shown on the
register maintained by the Indenture Trustee and as required by the
Original Indenture.
(C) The Corporation also hereby irrevocably instructs
the Trustee, in its capacity as the Indenture Trustee, to, and the
Trustee shall, in the name and at the expense of the Corporation, not
more than forty-five (45) nor less than thirty (30) days prior to the
redemption date, give notice of redemption to each owner of the
Refunded Bonds at the address thereof appearing in the bond register
maintained by the Indenture Trustee on the fifteenth day preceding
such mailing in the form in Exhibit "E" attached hereto, to be mailed,
by first class mail, postage prepaid.
Section 6. If at any time or
funds on hand in the Trust Fund for the
and redemption premiums interest on the
same become due or are to be redeemed,
notify the Corporation of such. deficienc
tered or overnight mail, postage prepaid.
times .there are insufficient
payment of the principal of
Bonds Being Refunded as the
the Trustee shall promptly
y by telephone and by regis-
Section 7. On or before January 15 and July 15, the
Trustee shall submit to the Corporation and the Town of Marana,
Arizona (the "Town") a report covering all moneys the Trustee has
received and all payments the Trustee has made under the provisions
hereof during the six-month period ending on the preceding July 1 or
January 1. Each such report also shall list all investments and
moneys on deposit with the Trustee as of the date of the report.
4
Section 8. (A) The Trustee shall be entitled to a fee of
$ per year for the services provided hereunder by it.
(B) The Trustee hereby waives and releases any claim
which it otherwise would have, as a lien or otherwise, against the
Trust Fund for any payment and shall seek such amounts from the
Corporation only for the payment of fees of the Trustee for all other
services in connection with services of the Trustee hereunder and in
connection with the Refunding Bonds.
Section 9. When all amounts payable on the Bonds Being
Refunded have become due and the Trustee has on deposit all moneys
necessary for the payment of such amounts, and in any event on the
business day succeeding the date the last of the Bonds Being Refunded
is redeemed or paid, the Trustee shall transfer to the Corporation all
moneys and investments credited to the Trust Fund in excess of the
amounts payable on the Bonds Being Refunded.
Section 10. The registered owners of the Bonds Being
Refunded have a beneficial interest in the moneys and investments held
in the Trust Fund. This Escrow Trust Agreement shall not be revoked
and shall not be amended in any manner which may adversely affect the
rights herein sought to be protected until the provisions of this
Escrow Trust Agreement have been fully carried out.
Section 11. The Trustee shall be under no obligation to
inquire into or be otherwise responsible for the performance or
nonperformance by the Corporation of any of its obligations or to
protect any of the rights of the Corporation under any of the
proceedings with respect to the Bonds Being Refunded or the Refunding
Bonds. The Trustee shall not be liable for any act done or step taken
or omitted by it or for any mistake of fact or law or for anything
which it may do or refrain from doing except for its gross negligence
or its default in the performance of any obligation imposed upon it
under the terms of this Escrow Trust Agreement. The Trustee shall not
be liable or responsible for any loss resulting from any investment
made pursuant to this Escrow Trust Agreement in compliance with the
provisions hereof.
Section 12. The Corporation and the Town shall have the
right to audit the records and accounts of the Trustee insofar as they
pertain to the trust created hereunder.
Section 13. (A) Except as provided elsewhere herein,
neither this Escrow Trust Agreement nor the Trust Fund may be assigned
by the Trustee without the prior written consent of the Corporation,
which consent, however, shall not be unreasonably withheld. If the
Trustee is required by law to divest itself of its interest in its
trust department or if the Trustee sells or otherwise assigns all or
substantially all of its trust or corporate trust business, then the
trust established by this Escrow Trust Agreement shall be continued by
the Trustee's successor in interest without further consent of the
Corporation being required.
5
(B) Notwithstanding the foregoing subsection, any
trust company or national banking association into which the Trustee
or its successor may be converted, merged or with which it may be
consolidated, or to which it may sell or transfer all or substantially
all of its corporate trust business as a whole shall be the successor
of the Trustee with the same rights, powers, duties and obligations
and subject to the same restrictions, limitations and liabilities as
its predecessor, all without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
Section 14. If any section, paragraph, subdivision, sen-
tence, clause or phrase hereof shall for any reason be held illegal or
unenforceable, such decision shall not affect the validity of the
remaining portions hereof. The parties hereby declare that they would
have executed this Escrow Trust Agreement and each and every other
section, paragraph, subdivision, sentence, clause and phrase hereof,
irrespective of the fact that any one or more sections, paragraphs,
subdivisions, sentences, clauses or phrases hereof may be held to be
illegal, invalid or unenforceable. If any provision hereof contains
any ambiguity which may be construed as either valid or invalid, the
valid construction shall be adopted. In construing this Escrow Trust
Agreement, it should be noted that the parties intend that the
Refunding Bonds, the Bonds Being Refunded are to be obligations the
interest on which is excludable from gross income under Section 103 (a)
of the Internal Revenue Code of 1986, as amended, and the provisions
hereof should be construed to permit that result.
Section 15. To the extent applicable by provision of law,
all parties acknowledge that this Escrow Trust Agreement is subject to
cancellation pursuant to Section 38-511, Arizona Revised Statutes, as
amended, the provisions of which are incorporated herein.
Section 16. This Escrow Trust Agreement shall be governed
exclusively by the provisions hereof and by the applicable laws of the
State of Arizona. This Escrow Trust Agreement expresses the entire
understanding and all agreements of the parties hereto with each other
with respect to the subject matter hereof and no party hereto has made
or shall be bound by any agreement or any representation to any other
party which is not expressly set forth in this Escrow Trust Agreement.
Section 17. Notice shall be sufficient hereunder, if it is
contained in a writing sent to the Corporation at c/o Town of Marana,
Arizona, 11555 West Civic Center Drive, Marana, Arizona 85653,
Attention: President, to the Town at 11555 West Civic Center Drive,
Marana, Arizona 85653, Attention: Town Manager, and to the Trustee at
Wells Fargo Plaza, MAC S4101-22E, 100 West Washington Street, 22nd
Floor, Phoenix, Arizona 85003, Attention: Corporate Trust Services,
or any other address which may be designated from time to time by any
party in writing delivered to the Corporation or the Trustee, as
applicable.
6
Section 18. This Escrow Trust Agreement may be executed in
several counterparts, each of which shall be an original, but all of
which together shall constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Escrow Trust Agreement to be executed as of the day and year first
above written.
TOWN OF MARANA MUNICIPAL PROPERTY
CORPORATION, an Arizona nonprofit
corporation
By .....................................
President
ATTEST
...............................
Secretary
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By .....................................
Authorized Officer
ACKNOWLEDGED BY
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Indenture
Trustee
By .............................
Authorized Representative
328191653v 1 4/23/2008
8
F.XHTRTT A
REMAINING DEBT SERVICE OF
BONDS BEING REFUNDED
Original Redemption
Date Interest Principal Price Debt Service
* The Bonds Being
upon payment of
principal amount
if any, on the
payment date to
principal amount
Refunded shall be redeemed on July 1, 2008[???],
the redemption price which shall consist of the
of the Bonds Being Refunded plus accrued interest,
Bonds Being Refunded from the most recent interest
January 1, 2009, plus a premium of 1.00% of the
of the Bonds Being Refunded.
A-1
EXHIBIT B
TRUST FUND SECURITIES
Maturity Par
Typee Date Amount/Cost Coupon
SLG-Cert
B-1
EXHIBIT C
SCHEDULE OF TOTAL ESCROW RECEIPTS AND PAYMENTS
Trust Fund
Date Requirements Receipts
Cash Balance
C-1
F.XHTRTT ll
NOTICE OF REFUNDING
of
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BONDS, SERIES 1997
DATED AS OF OCTOBER 1, 1997
MATURING ON JULY 1, 2009 THROUGH AND INCLUDING
JULY 1, 2013, AND ON JULY 1, 2022
Notice is hereby given to the registered owners of the
above-referenced Bonds (the "Bonds") that the Bonds have been refunded
in advance of their stated maturity dates by the establishment of an
irrevocable trust with Wells Fargo Bank, National Association, as
trustee. According to a report by Grant Thornton LLP certified public
accountants, the moneys and obligations issued or guaranteed by the
United States of America, which have been deposited in the irrevocable
trust, are scheduled to provide funds in amounts sufficient to redeem
all of the Bonds on July 1, 2008.
DATED: ...., 2008
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
D-1
F.XHTRTT F.
NOTICE OF REDEMPTION
of
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BONDS, SERIES 1997
DATED AS OF OCTOBER 1, 1997
MATURING ON JULY 1, 2009 THROUGH AND INCLUDING
JULY 1, 2013, AND ON JULY 1, 2022
Notice is hereby given that the above-referenced Bonds (the
"Bonds") shall be redeemed prior to their stated maturity dates on
July 1, 2008. Registered owners of the Bonds are notified to present
the same at the office of Wells Fargo Bank, National Association, as
trustee on July 1, 2008, the date set for redemption, where redemption
will be made by payment of the principal amount of each of the Bonds
plus accrued interest to the date of redemption plus a premium of
1.000 of the principal amount of the Bonds. From and after July 1,
2008, no interest will be paid on the Bonds.
DATED: ................ 2008
WELLS FARGO BANK, BANK NATIONAL
ASSOCIATION, as Trustee
E-1
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PRELIMINARY OFFICIAL STATEMENT DATED MAY _, 2008
NEW ISSUE -BOOK-ENTRY-ONLY SYSTEM RATINGS: See "RATINGS" herein.
In the opinion of Bond Counsel, assuming compliance with certain tax covenants, interest on the Series 2008 Bonds will be excluded from
gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions. Interest on the Series 2008
Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations.
However, see "TAX MATTERS" herein for a description of the federal alternative minimum tax on corporations and certain other federal tax
consequences of ownership of the Series 2008 Bonds. Bond Counsel is further of the opinion that, assuming interest will be so excludable for
federal income tax purposes, the interest on the Series 2008 Bonds will be exempt from income taxation under the laws of the State of
Arizona. See also "ORIGINAL ISSUE DISCOUNT" and "BOND PREMIUM. "
$38,330,000* DRAFT II
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION 5/13/08
MUNICIPAL FACILITIES REVENUE BONDS, SERIES 2008
Consisting of
$29,630,000* $8,700,000*
Municipal Facilities Revenue Bonds, Municipal Facilities Revenue Bonds,
Series 2008A Series 2008B
Dated: Date of Initial Authentication and Delivery
Due: January 1 and July 1, as shown on inside front cover
The Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds, Series 2008, consisting of the Municipal
Facilities Revenue Bonds, Series 2008A (the "Series 2008A Bonds") and the Municipal Facilities Revenue Bonds, Series 2008B (the "Series
2008B Bonds" and together with the Series 2008A Bonds, the "Series 2008 Bonds"), are issued for the purpose of providing funds to (i)
acquire, construct, improve and extend, as applicable, sewer facilities, streets and parks of the Town of Marana, Arizona (the "Town"); (ii) to
refund and redeem the Bonds Being Refunded (as defined herein); (iii) fund a debt service reserve fund for the Series 2008 Bonds (or pay the
premium associated with a debt service reserve fund insurance policy or surety bond); and (iv) pay costs in connection with the issuance of
the Series 2008 Bonds. Interest on the Series 2008 Bonds will be payable on January 1 and July 1 of each year, commencing on January 1,
2009*. The Series 2008 Bonds will be issued only as fully registered bonds without coupons in the denomination of $5,000 of principal
amount or any integral multiple thereof, will initially be registered in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ("DTC"), and will be available to ultimate purchasers in amounts of $5,000 of principal or any integral
multiple thereof due on a specific maturity date pursuant to the book-entry-only system maintained by DTC. Payments of principal of and
premium, if any, and interest with respect to the Bonds will be paid by, Wells Fargo Bank, National Association, as trustee (the "Trustee") to
DTC for subsequent disbursements to DTC participants who will remit such payments to the beneficial owners of the Series 2008 Bonds.
See APPENDIX H - "BOOK-ENTRY-ONLY SYSTEM."
SEE MATURITY SCHEDULE ON INSIDE FRONT COVER
The Series 2008A Bonds will be subject to optional and mandatory redemption prior to maturity*. The Series 2008B Bonds will be subject
to optional and to extraordinary optional redemption prior to maturity*. See "THE SERIES 2008 BONDS -Redemption Provisions" herein.
Principal of and premium, if any, and interest on the Series 2008 Bonds will be payable from rental payments to be paid by the Town to the
Town of Marana Municipal Property Corporation (the "Corporation") pursuant to a Combined Cortaro Silverbell District Park Ground Lease
and Fourth Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, to be dated as of June 1, 2008* (the "Town
Lease"), between the Town and the Corporation. The payment of the rental payments will be made from, and secured by, a pledge of Excise
Taxes (as defined herein), such pledge and lien being a first lien and pledge upon such Excise Taxes on a parity with $220,000* aggregate
principal amount of currently outstanding obligations payable from such source and Additional Excise Tax Obligations (as defined
herein) that may hereafter be issued or incurred. See "THE SERIES 2008 BONDS -Security and Source of Payments" herein. The
Series 2008 Bonds will be special obligations of the Corporation payable solely from the sources herein described. The Series 2008 Bonds
are not general obligations of the Corporation, the Town, the State of Arizona or any political subdivision thereof, and the full faith and
credit of the Corporation, the Town, the State of Arizona or any political subdivision thereof is not pledged for the payment of the Series 2008
Bonds. The Corporation has no taxing power.
Payment of the principal of and interest on the Series 2008 Bonds when due will be insured by a insurance policy
issued simultaneously with the delivery of the Series 2008 Bonds by
[Insert insurance logo)
The Series 2008 Bonds are offered when, as and if issued and received by the underwriter identified below (the "Underwriter"), and subject
to the approving opinion of Greenberg Traurig, LLP, Bond Counsel, as to validity and tax exemption. In addition, certain legal matters will
be passed upon for the benefit of the Underwriter by Squire, Sanders & Dempsey L.L.P. It is expected that the Series 2008 Bonds will be
available for delivery through the facilities of DTC on or about June 26, 2008*.
This cover page contains certain information with respect to the Series 2008 Bonds for convenience of reference only. It is not a summary of
material information with respect to the Series 2008 Bonds. Investors must read the entire official statement to obtain information essential
to the making of an informed investment decision with respect to the Series 2008 Bonds.
* Subject to change. ~ T ~ ~ ~. ~~ ~ ~ ~ $ ~ R. {-.r
MATURITY SCHEDULE*
$29,630,000
Municipal Facilities Revenue Bonds,
Series 2008A
Maturity Principal Interest Price or
Date Amount Rate Yield
[To come/
$8,700,000
Municipal Facilities Revenue Bonds,
Series 2008B
Maturity Principal Interest Price or
Date Amount Rate Yield
[To come)
* Subject to change.
REGARDING THIS OFFICIAL STATEMENT
No dealer, broker, salesperson or other person has been authorized by the Corporation, the Town or the Underwriter
to give any information or to make any representations other than those contained in this Official Statement, and, if
given or made, such information or representations must not be relied upon as having been authorized by the
foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the Series 2008 Bonds by any person in any jurisdiction in which it is unlawful for such person
to make such offer, solicitation or sale.
The information set forth herein has been obtained from the Town, the Pima County Assessor's Office and
Treasurer's Offices and other sources which are considered to be reliable and customarily relied upon in the
preparation of similar official statements. The presentation of information, including tables of receipts from taxes
and other sources, is intended to show recent historical information and is not intended to indicate future or
continuing trends in the fmancial position or other affairs of the Town. The Underwriter has reviewed the
information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the
federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not
guarantee the accuracy or completeness of such information. All information, estimates and assumptions contained
herein have been based on past experience and on the latest information available and are believed to be reliable, but
no representations are made that such information, estimates and assumptions are correct, will continue, will be
realized or will be repeated in the future. To the extent that any statements made in this Official Statement involve
matters of opinion or estimates, whether or not expressly stated to be such, they are made as such and not as
representations of fact or certainty, and no representation is made that any of these statements have been or will be
realized. All forecasts, projections, assumptions, opinions or estimates are "forward looking statements" which
must be read with an abundance of caution and which may not be realized or may not occur in the future.
Information other than that obtained from official records of the Town has been identified by source and has not
been independently confirmed or verified by the Town. The information and expressions of opinion herein are
subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no change in the affairs of the Town or
any of the other parties or matters described herein since the date hereof.
The Series 2008 Bonds will not be registered under the Securities Act of 1933, as amended, or any state securities
law, and will not be listed on any stock or other securities exchange. Neither the Securities and Exchange
Commission nor any other federal, state or other governmental entity or agency will have passed upon the accuracy
or adequacy of this Official Statement or approved the Series 2008 Bonds for sale.
As the "obligated person" with respect to the Series 2008 Bonds, the Town will undertake to provide continuing
disclosure as described in this Official Statement under "CONTINUING DISCLOSURE" and in APPENDIX F -
"FORM OF CONTINUING DISCLOSURE AGREEMENT," all pursuant to Rule 15c2-12 of the Securities and
Exchange Commission.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2008 BONDS, THE UNDERWRITER MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE SERIES 2008 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE
UNDERWRITER MAY OFFER AND SELL THE SERIES 2008 BONDS TO CERTAIN DEALERS,
INSTITUTIONAL INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES
STATED ON THE INSIDE FRONT COVER PAGE HEREOF AND SUCH PUBLIC OFFERING PRICES MAY
BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.
TABLE OF CONTENTS
Page
INTRODUCTION .........................................................................................................................................................1
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION ....................................................................... ..1
THE SERIES 2008 BONDS ........................................................................................................................................ ..2
Authorization and Purpose ...................................................................................................................................... ..2
General Description ................................................................................................................................................. ..2
Redemption Provisions ............................................................................................................................................ ..2
Security and Sources of Payment ............................................................................................................................ ..3
Town Covenant Regarding Maintenance of Excise Taxes ...................................................................................... ..4
Town's Right to Further Encumber Excise Taxes ................................................................................................... ..4
Additional Bonds of the Corporation ....................................................................................................................... ..4
PLAN OF FINANCE .................................................................................................................................................. ..5
THE PROJECTS ......................................................................................................................................................... ..5
DEBT SERVICE RESERVE FUND SURETY BOND AND BOND INSURANCE ................................................ ..6
Debt Service Reserve Fund Surety Bond ................................................................................................................. ..6
Payment Pursuant to Insurance Policy ................................................................................. ..6
EXCISE TAXES ......................................................................................................................................................... ..7
Town Sales Taxes .................................................................................................................................................... ..7
State-Shared Revenues ............................................................................................................................................ ..9
Licenses and Permits; Fines and Forfeitures ........................................................................................................... 10
Excise Tax Collections ............................................................................................................................................ 10
POSSIBLE LEGISLATIVE OR INITIATIVE MEASURES ..................................................................................... 11
ESTIMATED DEBT SERVICE REQUIREMENTS AND COVERAGE* ................................................................ 12
TOWN GENERAL FUND .......................................................................................................................................... 14
SOURCES AND USES OF FUNDS ........................................................................................................................... 15
LITIGATION .............................................................................................................................................................. 15
TAX MATTERS ......................................................................................................................................................... 16
ORIGINAL ISSUE DISCOUNT ................................................................................................................................. 16
BOND PREMIUM ...................................................................................................................................................... 17
RATINGS .................................................................................................................................................................... 17
LEGAL MATTERS .................................................................................................................................................... 17
UNDERWRITING ...................................................................................................................................................... 18
POLITICAL CONTRIBUTIONS ............................................................................................................................... 18
RELATIONSHIP AMOUNG PARTIES ..................................................................................................................... 18
CONTINUING DISCLOSURE ................................................................................................................................... 18
FINANCIAL STATEMENTS ..................................................................................................................................... 19
CERTIFICATION CONCERNING OFFICIAL STATEMENT ................................................................................. 19
CONCLUDING STATEMENT .................................................................................................................................. 20
APPENDIX A: Town of Marana, Arizona -General Economic and Demographic Information
APPENDIX B: Town of Marana, Arizona -Financial Data
APPENDIX C: Town of Marana, Arizona -Excerpts from the Audited General Purpose Financial
Statements for the Fiscal Year Ended June 30, 2007
APPENDIX D: Summary of Certain Provisions of Legal Documents
APPENDIX E: Form of Approving Legal Opinion
APPENDIX F: Form of Continuing Disclosure Agreement
APPENDIX G: Specimen Insurance Policy
APPENDIX H: Book-Entry-Only System
OFFICIAL STATEMENT
$38,330,000*
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BONDS, SERIES 2008
Consisting of
$29,630,000*
Municipal Facilities Revenue Bonds,
Series 2008A
$8,700,000*
Municipal Facilities Revenue Bonds,
Series 2008B
INTRODUCTION
This Official Statement, which includes the cover page and the appendices attached hereto, sets forth certain
information concerning Town of Marana Municipal Property Corporation (the "Corporation") and its Municipal
Facilities Revenue Bonds, Series 2008 consisting of the Municipal Facilities Revenue Bonds, Series 2008A (the
"Series 2008A Bonds") and the Municipal Facilities Revenue Bonds, Series 2008B (the "Series 2008B Bonds" and
together with the Series 2008A Bonds, the "Series 2008 Bonds"), as such information is know at the time of the
original issuance and sale of the Series 2008 Bonds. The offering of the Series 2008 Bonds is made only by way of
this Official Statement, which supersedes any other information or materials used in connection with the offering or
sale of the Series 2008 Bonds. Accordingly, purchasers of the Series 2008 Bonds should read this entire Official
Statement before making their investment decision.
For definitions of certain words used in this Official Statement and not otherwise defined in the text prior to such
section, see APPENDIX D - "SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS -DEFINITIONS
OF CERTAIN TERMS. "
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
The Corporation is a nonprofit corporation existing pursuant to the laws of the State of Arizona (the "State" or
"Arizona") and incorporated on March 11, 1989. The Corporation is permitted, pursuant to its Articles of
Incorporation, to conduct all lawful affairs for which nonprofit corporations may be incorporated pursuant to the
laws of the State, subject to the express limitation and condition that the Corporation will always be operated solely
and exclusively in the interest of the general public. The Corporation exists and acts as a separate entity. The Board
of Directors of the Corporation presently consists of five members who were appointed by the Mayor and Council of
the Town of Marana, Arizona (the "Town").
The Corporation has the power to incur indebtedness and issue bonds, to own real property, to provide for the
acquisition and construction of municipal facilities, to lease such facilities to the Town and to exercise any and all
rights and powers which a nonprofit corporation organized under the laws of the State may now or hereafter
exercise. Upon the dissolution of the Corporation, all of its assets remaining after payment of or provision for
payment of all debts and liabilities will be distributed to the Town.
The Corporation has no stockholders or members. Vacancies occurring on the Board of Directors of the Corporation
are filled by appointment of the Mayor and Council of the Town. Members of the Board of Directors may be
removed, with or without cause, by the Mayor and Council of the Town. All amendments to the Articles of
Incorporation or Bylaws of the Corporation require approval by the Mayor and Council of the Town. No
compensation is paid to any officer or director of the Corporation.
* Subject to change.
THE SERIES 2008 BONDS
Authorization and Purpose
The Series 2008 Bonds will be issued by the Corporation pursuant to a Trust Indenture, dated as of October 1, 1997
(the "Indenture"), as supplemented by the prior Supplemental Indentures and a Series 2008 Supplemental Trust
Indenture, to be dated as of June 1, 2008* (the "Series 2008 Supplemental Indenture" and, collectively with the
Indenture and the prior Supplemental Indentures, the "Indentures"), from the Corporation to Wells Fargo Bank,
National Association (formerly Norwest Bank Arizona, N.A. and Wells Fargo Bank Arizona, N.A.), as trustee (the
"Trustee"), to provide funds to (i) acquire, construct, improve and extend, as applicable, sewer facilities, streets and
parks of the Town (collectively, the "Projects"); (ii) refund and redeem the Bonds Being Refunded (as defined
herein); (iii) fund a debt service reserve fund for the Series 2008 Bonds (or pay the premium associated with a debt
service reserve fund insurance policy or surety bond); and (iv) pay costs in connection with the issuance of the
Series 2008 Bonds. See "THE PROJECTS" and "PLAN OF FINANCE" herein.
General Description
The Series 2008 Bonds will be dated as of the date of initial delivery, bear interest payable commencing January 1,
2009* and semiannually thereafter on July 1 and January I, each year until maturity or redemption (the "Interest
Payment Dates") and mature on the dates and in the amounts and beaz interest from their date at the rates set forth
on the inside front cover page of this Official Statement. The Series 2008 Bonds initially will be registered only in
the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), for
purposes of a book-entry-only system. Beneficial ownership interests in the Series 2008 Bonds may be purchased
through direct and indirect participants of DTC in amounts of $5,000 of principal due on a specific maturity date or
integral multiples thereof. See APPENDIX H - "BOOK-ENTRY-ONLY SYSTEM."
Redemption Provisions*
Optional Redemption of Series 2008A Bonds. The Series 2008A Bonds maturing on or after 1, 20 ,will
be subject to redemption, at the option of the Corporation, acting at the request of the Town, in whole at any time, or
in part on any Interest Payment Date, in any order of maturity and by lot within a maturity, on or after 1,
20_, or any Interest Payment Date thereafter at the redemption price of the principal amount to be redeemed, plus
accrued interest to the date fixed for redemption, without premium.
Mandatory Redemption of Series 2008A Bonds. The Series 2008A Bonds maturing on 1, 20 * will be
subject to mandatory redemption on the following dates and in the following amounts, at a redemption price equal to
the principal amount thereof plus interest accrued to the date of redemption:
Redemption Principal
Date Amount*
(maturity)
Not more than forty-five (45) days nor less than thirty (30) days prior to the mandatory redemption payment date for
the Series 2008A Bonds maturing on 1, 20 *, the Trustee shall proceed to select for redemption (by lot in
such manner as the Trustee may determine) from all of the Series 2008A Bonds maturing on 1, 20 *, a
principal amount of the Series 2008A Bonds equal to the aggregate principal amount of the Series 2008A Bonds
redeemable with the required mandatory redemption payment, and shall call such Series 2008A Bonds for
redemption on the next 1 and give notice of such call.
* Subject to change.
Optional Redemption of Series 2008E Bonds. The Series 2008B Bonds maturing on or after 1, 20_, are
subject to redemption, at the option of the Corporation, acting at the request of the Town, in whole at any time, or in
part on any Interest Payment Date, in any order of maturity and by lot within a maturity, on or after 1,
20_, or any Interest Payment Date thereafter at the redemption price of the principal amount to be redeemed, plus
accrued interest to the date fixed for redemption, without premium.
Extraordinary Optional Redemption of Series 2008E Bonds. The Series 2008B Bonds maturing on or after
1, 20 ,are subject to redemption, at the option of the Corporation, acting at the request of the Town, in whole at
any time, or in part on any Interest Payment Date, in any order of maturity and by lot within a maturity, on or after
1, 20 , or any Interest Payment Date thereafter at the redemption price of the principal amount to be
redeemed, plus accrued interest to the date fixed for redemption, without premium, but only from
Method for and Notice of Redemption. Those Series 2008 Bonds which are to be redeemed will be redeemed in any
order of the maturities of the Series 2008 Bonds requested by the Town. The selection of amounts to be redeemed
will be made as described in APPENDIX G - "BOOK-ENTRY-ONLY SYSTEM."
A notice of redemption of Series 2008 Bonds will identify (i) the portions of the Series 2008 Bonds to be redeemed,
(ii) the redemption price to be paid and (iii) the date fixed for redemption. The notice will be given by the Trustee
on behalf of the Corporation by providing the redemption notice to DTC not more than forty-five (45) nor less than
thirty (30) days prior to the date fixed for redemption. See APPENDIX H - "BOOK-ENTRY-ONLY SYSTEM."
Security and Sources of Payment
Pursuant to a Combined Cortaro Silverbell District Park Ground Lease and Fourth Supplement to Amended and
Restated Town Lease and Series 1992 Town Lease, to be dated as of June 1, 2008* (the "Series 2008 Town Lease"),
the Corporation will supplement and extend its lease of certain real property and improvements and ground lease
from the Town other real property (collectively, the "Leased Property") to the Town. The Leased Property will
include the site of the Cortaro Silverbell District Park. See "THE PROJECTS" herein. The remaining Leased
Property was fmanced or refinanced with portions of the proceeds of the sale of the Corporation's Municipal
Facilities Revenue Bonds, Series 1997, dated as of October 1, 1997 (the "Series 1997 Bonds"), Municipal Facilities
Revenue Bonds, Series 2003, dated as of September 1, 2003 (the "Series 2003 Bonds"), Municipal Facilities
Revenue Bonds, Series 2004, dated as of August 1, 2004 (the "Series 2004 Bonds" and collectively with the Series
1997 Bonds, the Series 2003 Bonds and the Series 2008 Bonds and any "Additional Bonds" which may be issued
pursuant to the Indentures, the "Bonds"). (The Series 1997 Bonds are currently outstanding in the aggregate
principal amount of $ ,000*, the Series 2003 Bonds are currently outstanding in the aggregate principal
amount of $17,845,000 and the Series 2004 Bonds are currently outstanding in the aggregate principal amount of
$7,770,000.) Pursuant to the Series 2008 Town Lease, the Town will lease the Leased Property, and the Town, as
agent for the Corporation, will acquire, design, construct, improve and extend the Projects and assist in refinancing
the Bonds Being Refunded.
Pursuant to the Series 2008 Town Lease, the Town will pay directly to the Trustee, as assignee of the Corporation,
rental payments ("Rental Payments") which will be sufficient to meet the principal and interest requirements with
respect to the Series 2008 Bonds as well as pay all taxes, charges and expenses imposed upon the Corporation and
its property, operations or income, with respect to the Leased Property. The Town will pledge, on a first lien basis,
for the payment of the Rental Payments pursuant to the Series 2008 Town Lease, Town transaction privilege (sales)
taxes, State-shared revenues, license and permit fees and fines and forfeitures (collectively, the "Excise Taxes").
Such pledge will be on a parity with the pledge and lien of the Town granted pursuant to the Amended and Restated
Town Lease and Series 1992 Town Lease, dated as October 1, 1997, entered into with respect to the Series 1997
Bonds; as supplemented by a Second Supplement to Amended and Restated Town Lease and Series 1992 Town
Lease, dated as of September 1, 2003, entered into with the respect to the Series 2003 Bonds and as supplemented
by a Third Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of August 1,
* Subject to change. Includes the Bonds Being Refunded.
2004, entered into with respect to the Series 2004 Bonds collectively with the Series 2008 Town Lease and certain
amendments not related to the issuance of the Bonds, the "Town Leases"), by and between the Corporation, as
lessor, and the Town, as lessee. See "HISTORICAL AND PROJECTED EXCISE TAX COLLECTIONS." The
Town will first make all rental payments accruing under the Town Leases out of the Excise Taxes and thereafter
may use the remaining of the Excise Taxes for any other lawful purpose, but only to the extent that, taking into
account the reasonably anticipated receipts, the Excise Taxes will not be reduced to such a level that the Town will
be unable to make such payments under the Town Leases. (The Town is not obligated to pay rental payments from
any source other than the Excise Taxes. The Town may, at the sole option of the Town, make rental payments from
other funds as permitted by law and as the Town may determine from time to time.)
Town Covenant Regarding Maintenance of Excise Taxes
Pursuant to the Town Leases, the Excise Taxes will be retained and maintained so that the amounts received from
the Excise Taxes all within and for the next preceding fiscal year will be equal to at least two (2.0) times the total of
rental payments payable pursuant to the Town Leases in any current fiscal year of the Town. If at any time the
Excise Taxes will not be sufficient to pay all current rental payments required pursuant to the Town Leases or if
such amounts will not be equal to at least two (2.0) times the rental payments in any current fiscal year, the Town
will impose new exactions of the type of the Excise Taxes which will be part of the Excise Taxes or increase the
rates of the Excise Taxes currently imposed in order that (i) the Excise Taxes will be sufficient to pay all current
rental payments pursuant to the Town Leases and (ii) such amounts will be reasonably calculated to attain the level
as required in the first sentence of this paragraph.
Town's Right to Further Encumber Excise Taxes
Pursuant to the Town Leases, so long as the Series 2008 Bonds remain outstanding and the principal and interest
thereon shall be unpaid or unprovided for, the Town will not further encumber the Excise Taxes on a basis equal to
the first lien pledge contained therein ("Additional Excise Tax Obligations") unless, among other things, the Excise
Taxes collected in the immediately preceding fiscal year shall have amounted to at least three (3.0) times the highest
combined interest and principal requirements for any succeeding twelve (12) months' period for all of the Bonds
then outstanding and any additional obligations permitted by the Town Leases including any Additional Bonds so
proposed to be secured by a pledge of the Excise Taxes.
THE SERIES 1997 BONDS, THE SERIES 2003 BONDS, THE SERIES 2004 BONDS AND THE SERIES 2008
BONDS AND THE RENTAL PAYMENTS PURSUANT TO THE TOWN LEASES DO NOT CONSTITUTE AN
INDEBTEDNESS OR GENERAL OBLIGATION OF THE TOWN NOR SHALL THE TOWN BE LIABLE FOR THE
PAYMENT FROM AD VALOREM TAXES OF PRINCIPAL OF AND INTEREST ON THE SERIES 1997 BONDS,
THE SERIES 2003 BONDS, THE SERIES 2004 BONDS, THE SERIES 2008 BONDS OR SUCH RENTAL
PAYMENTS. PURSUANT TO THE INDENTURES, THE SERIES 2008 BONDS WILL BE SPECIAL OBLIGATIONS
OF THE CORPORATION, AND THE BOND SERVICE CHARGES THEREON, SHALL BE PAYABLE SOLELY
FROM THE RENTAL PAYMENTS MADE PURSUANT TO THE TOWN LEASES AND NOT FROM ANY OTHER
REVENUES OF THE TOWN. THE SERIES 2008 BONDS DO NOT AND SHALL NOT REPRESENT OR
CONSTITUTE A DEBT OR A DIRECT OR INDIRECT PLEDGE OF THE FULL FAITH AND CREDIT OF THE
TOWN OR OF THE STATE OR OF ANY POLITICAL SUBDIVISION, MUNICIPALITY OR OTHER AGENCY
THEREOF. THE CORPORATION HAS NO TAXING POWER.
SEE APPENDICES A, B AND C HERETO FOR CERTAIN INFORMATION ABOUT THE TOWN.
Additional Bonds of the Corporation
The Corporation may issue Additional Bonds from time to time for any purpose permitted in the Indentures. Such
Additional Bonds may be on a parity with the Series 1997 Bonds, the Series 2003 Bonds, the Series 2004 Bonds, the
Series 2008 Bonds and any additional obligations permitted by the Town Leases including any Additional Bonds
hereafter issued and outstanding as to the assignment to the Trustee of the Corporation's right, title and interest in
the Town Leases and moneys in the accounts of the funds created in the Indentures; provided, that nothing shall
prevent payment of Bond Service Charges on any series of Additional Bonds from (i) being otherwise secured and
protected from sources or by property or instruments not applicable to the Bonds and any one or more series of
Additional Bonds or (ii) not being secured or protected from sources or by property or instruments applicable to the
Bonds or one or more series of Additional Bonds.
The issuance of such Additional Bonds is subject to certain specific conditions which are set forth in the Indentures.
For further information relating to the issuance of Additional Bonds, see APPENDIX D - "SUMMARY OF
CERTAIN PROVISIONS OF LEGAL DOCUMENTS -SUMMARY OF CERTAIN PROVISIONS OF THE
INDENTURES -- Additional Bonds" herein.
PLAN OF FINANCE*
A portion of the net proceeds received from the sale of the Series 2008 Bonds will be (a) deposited into the Series
2008 Acquisition and Construction Fund and used to acquire, construct, improve and extend the Projects, and (b)
deposited into the Costs of Issuance Fund and used to pay costs associated with the issuance of the Series 2008
Bonds, including the premium for the debt service reserve fund insurance policy or surety bond. See "THE
PROJECTS" and "SOURCES AND USES OF FUNDS" herein.
The remaining proceeds of the sale of the Series 2008 Bonds will be deposited with Wells Fargo Bank, National
Association, pursuant to an escrow trust agreement (the "Escrow Trust Agreement") and used to acquire obligations
issued by or guaranteed by the United States of America (the "Securities"), the maturing principal of and interest
income with respect to which are calculated to be sufficient to pay, upon redemption, along with cash held pursuant
to the Escrow Trust Agreement, the principal of and premium and interest on the following Bonds Being Refunded
which were issued by the Corporation pursuant to the Indentures and the Town Leases and are secured by the
hereinafter described Excise Taxes (such transaction herein referred to as the "Refunding").
Principal Principal Redemption
Issue Maturity Amount Amount Date Redemption
Series Date Coupon Outstanding Outstanding (July 1) Premium CUSIP
1997 7/1/2009 4.800% $ 110,000 $ 110,000 2008 1.00% 567548CA6
1/1/2010 4.900 100,000 100,000 2008 1.00 567548CB4
7/1/2010 4.900 105,000 105,000 2008 1.00 567548CC2
1/1/2011 5.000 105,000 105,000 2008 1.00 567548CD0
7/1/2011 5.000 110,000 110,000 2008 1.00 567548CE8
1/1/2012 5.100 105,000 105,000 2008 1.00 567548CF5
7/1/2012 5.100 115,000 115,000 2008 1.00 567548CG3
1/1/2013 5.100 105,000 105,000 2008 1.00 567548CH1
7/1/2013 5.100 105,000 105,000 2008 1.00 567548CJ7
7/1/2022 5.250 2,445,000 2,445,000 2008 1.00 567548CC2
$ 3,405,000 $ 3,405,000
THE PROJECTS
The Projects consist of the design, acquisition, construction and equipment, as applicable, of extensions and
additions to the sewer lines and interceptors in Silverbell Road and to the Town's Airport; the design, acquisition,
construction and equipment of extensions and improvements to Camino de Marana and Dove Mountain Roads and
improvements to Cortaro Silverbell District Park. The project budget for the Project is $50.4 million. Construction
of the Project is expected to be completed by Upon completion,
* Subject to change.
DEBT SERVICE RESERVE FUND SURETY BOND AND BOND INSURANCE
Debt Service Reserve Fund Surety Bond
[To be updated)
The Indentures require the funding of the Reserve Fund in an amount equal to the Reserve Requirement as a result
of the issuance of the Series 2008 Bonds. The Indentures authorizes the Corporation to obtain a debt service reserve
fund surety bond (the "Series 2008 Surety Bond") upon delivery of the Series 2008 Bonds for the purpose of
funding the Reserve Fund as required by the issuance of the Series 2008 Bonds. (See APPENDIX D -
"SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURES -Flow of Funds" herein). The Series 2008
Bonds will only be delivered upon the issuance of the Series 2008 Surety Bond. The premium for the Series 2008
Surety Bond is to be fully paid at or prior to the issuance and delivery of the Series 2008 Bonds by the Corporation
from proceeds of the sale of the Series 2008 Bonds. The Series 2008 Surety Bond provides that upon the later of (i)
one (1) day after receipt by of a Demand for Payment (a "Series 2008 Demand for Payment")
executed by the Trustee certifying that provision for the payment of principal of or interest on the Series 2008 Bonds
when due has not been made or (ii) the interest payment date specified in the Series 2008 Demand for Payment
submitted to will promptly deposit funds with the Trustee sufficient to enable
the Trustee to make such payments due on the Series 2008 Bonds, but in no event exceeding the "Surety Bond
Coverage" as defined in the Series 2008 Surety Bond.
Pursuant to the terms of the Series 2008 Surety Bond, the Surety Bond Coverage is automatically reduced to the
extent of each payment made by under the terms of the Series 2008 Surety Bond and the
Corporation is required to reimburse for any draws under the Series 2008 Surety Bond with
interest at a market rate. Upon such reimbursement, the Series 2008 Surety Bond is reinstated to the extent of each
principal reimbursement up to but not exceeding the Series 2008 Surety Bond Coverage. The reimbursement
obligation of the Corporation is subordinate to the Corporation's obligations with respect to the Series 2008 Bonds.
In the event the amount on deposit, or credited to the Reserve Fund, exceeds the amount of the Series 2008 Surety
Bond, any draw on the Series 2008 Surety Bond shall be made only after all the funds in the Reserve Fund have
been expended. In the event that the amount on deposit in, or credited to, the Reserve Fund, in addition to the
amount available under the Series 2008 Surety Bond, includes amounts available under a letter of credit, insurance
policy, surety bond or other such funding instrument (the "Additional Funding Instrument"), draws on the Series
2008 Surety Bond and the Additional Funding Instrument shall be made on a pro rata basis to fund the insufficiency.
The Indentures provide that the Reserve Fund shall be replenished in the following priority: (i) principal and interest
on the Series 2008 Surety Bond and on the Additional Funding Instrument shall be paid from first available
Revenues on a pro rata basis; (ii) after all such amounts are paid in full, amounts necessary to fund the Reserve Fund
to the required level, after taking into account the amounts available under the Series 2008 Surety Bond and the
Additional Funding Instrument shall be deposited from next available Revenues.
The Series 2008 Surety Bond does not insure against nonpayment caused by the insolvency or negligence of the
Trustee.
Payment Pursuant to
Insurance Policy
(To come)
EXCISE TAXES
The Excise Taxes pledged to the payment of the rental payments due under the Series 2008 Town Lease currently
include the unrestricted portion of the Town transaction privilege (sales) taxes ("Town Sales Taxes"), State-shared
revenue (being "State-shared Sales Taxes" and "State Revenue Sharing" and, collectively, "State-shared
Revenues"), fees for licenses and permits by the Town ("Licenses and Permits"), and the fines and forfeitures of the
Town ("Fines and Forfeitures"). NO ASSURANCES CAN BE GIVEN THAT THE AMOUNT OF STATE-
SHARED REVENUES SHARING PROVIDED TO THE TOWN WILL NOT BE REDUCED OR ELIMINATED
BY THE ARIZONA LEGISLATURE IN THE FUTURE. SEE "POSSIBLE LEGISLATIVE OR INITIATIVE
MEASURES." Major categories of the Excise Taxes are discussed more fully below.
Town Sales Taxes
The Town Sales Taxes are levied by the Town upon persons and business on account of their business activities
within the Town. The amount of taxes due are calculated by applying the tax rate against the gross proceeds of sales
or gross income derived from the business activities transacted within the Town. The revenues from Town Sales
Taxes are collected by the Arizona Department of Revenue and remitted to the Town on a weekly basis.
TABLE 1
TOWN TRANSACTION PRIVILEGE (SALES) TAX RATE BY CATEGORY
Effective January 1, 2008
Business Activity Category Rate
Mining 2.00%
Construction 4.00
Manufacturing 2.00
Transportation, communications
and utilities 4.00
Wholesale trade 2.00
Retail trade 2.00
Restaurants and bars 2.00
Fire, insurance and real estate 2.00
Hotels and other lodging 3.00
Services 2.00
All others 2.00
Source: Finance Department of the Town.
The following table shows the amounts of the Town Sales Taxes by industry classification for fiscal years 2002/03
through and including 2006/07 and the budgeted amounts of Town Sales Taxes by industry classification for the
fiscal year 2007/08.
TABLE 2
TOWN TRANSACTION PRIVILEGE (SALES) TAX COLLECTIONS
BY INDUSTRY CLASSIFICATION (a)(b)
Audited Budgeted (c)
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Classification 2002/03 2003/04 2004/05 (d) 2005/06 (d) 2006/07 (d) 2007/08
Mining $ 19,446 $ 15,886 $ 20,235 $ 13,592 $ ]36 $ 1],466
Construction (e) 6,818,267 7,637,372 10,029,087 16,026,041 12,010,339 12,570,080
Manufacturing 27,463 40,866 46,352 91,393 898,768 158,861
Transportation, communication and utilities 1,339,125 1,632,955 2,025,216 2,440,989 2,617,876 2,542,829
Wholesale trade 117,525 88,038 78,711 187,311 482,350 ] 82,612
Retail trade 6,447,144 7,230,986 9,091,413 11,020,868 8,849,138 9,480,284
Restaurants and bars 857,812 967,250 1,236,507 1,567,128 1,288,922 1,345,588
Fire, insurance and real estate 393,885 617,768 971,626 1,119,414 3,111,424 834,544
Hotels and other lodging 483,512 517,601 651,868 771,172 742,502 629,075
Services 570,815 664,411 733,605 712,776 559,951 561,321
All others 10,849 32,731 (5,079) 215,965 112,668 93,601
TOTAL $ 17,085,843 $ 19,445,864 $ 24,879,541 $ 34,166,649 $ 30,674,074 $ 28,410,261
(a) Due to the Town's participation in the Arizona Department of Revenue ("ADOR') sales tax collection
program and ADOR's reporting of collections on a cash basis, the totals represented here differ from the
amounts shown for Town Sales Tax Collections in TABLE 4.
(b) The transaction privilege (sales) tax totals in this table do not include nonrecurring sales tax audit revenues
resulting from audits performed on behalf of the Town.
(c) These amounts are `forward looking" statements which may not be realized and should be considered with
an abundance of caution.
(d) The transaction privilege (sales) tax totals for fiscal year 2004/05 through and including fiscal year 2006/07
include the one-half cent dedicated sales taz which funded capital projects which was subsequently repealed
in fiscal year 2006/07.
(e) For the past five fiscal years, approximately 40-50% of the Town's transaction privilege (sales) tax
collections were generated from "Construction. " Therefore, a decline in construction and related activity
could result in a material decrease of the total transaction privilege (sales) tax collections of the Town. As
has been widely reported, there has been a slow down in the single family housing sector area (including in
the Town) over the past three years. See APPENDIX A - "TOWN OF MARANA, ARIZONA -GENERAL
ECONOMIC AND DEMOGRAPHIC INFORMATION -Value of Building Permits" and "- New Housing
Permits " as they relate to building permits and housing starts in the Town. Although the decrease in sales
tax revenues from residential development slowdown has been largely offset by an increase in commercial
development in the Town, the Town anticipates a continued residential slowdown and therefore projects an
increase of approximately 4.7% over the amount budgeted jor fiscal year 2006/07. Any significant changes
in development-related activity may significantly impact actual results.
Source: Finance Department of the Town and Fiscal year 2007-08 Annual Budget and Financial Plan of the
Town.
State-Shared Revenues
State-Shared Sales Taxes. Pursuant to a statutory formula, cities and towns in Arizona receive a portion of the State-
levied sales taxes. As indicated in TABLE 3 -TAXABLE ACTIVITIES, TAX RATES AND DISTRIBUTION
SHARE," the rate of taxation varies among the different types of business activities taxed, with the most common
rate being 5.600% of the amount or volume of business transacted.
The allocation to each city and town from the revenues available to all cities and towns is based on the respective
city's or town's population relative to the aggregate population of all cities and towns in the State, as shown on the
latest decennial or special census. State-shared Sales Taxes are collected by the State and distributed monthly to
cities and towns.
TABLE 3
TAXABLE ACTIVITIES, TAX RATES AND DISTRIBUTION SHARE
Tax Distribution
Business Activity Category Rate (a) Share
Transportation and towing 5.000 20.00
Nonmetalliferous mining, oil and gas production 3.125 32.00
Utilities 5.000 20.00
Communications 5.000 20.00
Railroads and aircraft 5.000 20.00
Private car/pipelines 5.000 20.00
Publishing 5.000 20.00
Printing 5.000 20.00
Restaurants and bars 5.000 40.00
Amusements 5.000 40.00
Personal property rental 5.000 40.00
Contracting (b) 5.000 20.00
Retail (excluding food sales) 5.000 40.00
Mining severance 2.500 80.00
Timbering severance 0.000 0.00
Hotel/motel 5.500 50.00
Use and use inventory tax 5.000 0.00
Jet fuel (c) 40.00
Jet fuel use tax (c) 0.00
(a) On November 7, 2000, Arizona voters passed Proposition 301, which increased the state sales taz rate on
certain of the categories of business activity from 5.000% to 5.600%. The additiona10.600% is being used to
fund certain educational programs by the State. Such portion of the sales tax which is attributable to
Proposition 301 will not be subject to distribution; therefore, the additional 0.600% is not reflected in this
TABLE 3.
(b) Most contract activity is at a 5.600% total tax rate but other classes at lower rates exist.
(c) The amount of severance tax levied on a securer engaged in jet fuel or jet fuel use shall be $0.0305 per
gallon.
Source: Arizona Department of Revenue.
State-Shared Income Taxes. Also, under current State law, Arizona cities and towns are preempted from imposing a
local income tax. Cities and towns are, however, entitled by statutory formula to receive typically 15.0% of the net
revenues of the State's personal and corporate income tax collections for the two fiscal years prior to the current
fiscal year. Distribution of such funds is made monthly based on the proportion of each city's or town's population
to the total population of all incorporated cities and towns in the State as determined by the latest census.
In addressing State budgetary deficiencies, the Governor and members of the State Legislature have occasionally
proposed certain adjustments that would reduce the distribution of State-shared Revenues to cities and towns. The
Town cannot predict whether such measures will be proposed in the future, whether they will become law or how
they might affect the town's receipt of State-shared Sales Taxes. See "POSSIBLE LEGISLATION OR
INITIATIVE MEASURES" below.
Licenses and Permits; Fines and Forfeitures
The Town imposes a business license tax on the right to engage in business within the Town, an occupational
license tax on certain occupations and various permit fees. The Town also imposes and collects fines and forfeitures
for violation of State laws and Town ordinances relating to, among other things, traffic and parking offenses.
Excise Tax Collections
The following table sets forth a breakdown by source of the Excise Taxes for fiscal years 2002/03 through and
including 2006/07 and budgeted for fiscal year 2007/08. See APPENDICES A and B for certain information with
respect to the Town. Also, see APPENDIX C for excerpts from the most recent audited financial statements of the
Town.
TABLE 4 (a)
HISTORICAL AND BUDGETED EXCISE TAX COLLECTIONS
Audited Budgeted (b)
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Industry Classification 2002/03 2003/04 2004/05 (c) 2005/06 (c) 2006/07 (c) 2007/08
Town Sales Tax (d) $ 17,335,588 $ 20,058,983 $ 25,126,418 $ 34,166,649 $ 30,899,549 $ 28,635,996 (e)
State-shared Sales Taxes 1,060,185 1,043,049 1,242,480 1,435,175 2,540,072 2,721,756
State-shared Income Taxes 1,442,781 1,222,336 1,246,196 1,419,305 3,034,241 3,763,935 (e)
Licenses and permits 6,065,231 6,264,206 7,914,041 6,201,448 7,270,311 4,897,994
Fines and forfeitures and penalties 313,040 365,435 481,234 627,739 766,809 731,475
TOTAL $ 26,216,825 $ 28,954,009 $ 36,010,369 $ 43,850,316 $ 44,510,982 $ 40,751,156
(a) Prepared on a modified accrual basis.
(b) These amounts are forward looking statements which may not be realized and should be considered with an
abundance of caution.
(c) The transaction privilege (sales) tax totals for fiscal year 2004/05 through and including fiscal year 2006/07
include the one-half cent dedicated sales tax which funded capital projects which was subsequently repealed
in fiscal year 2006/07.
(d) Neither the Town, the Corporation nor the Underwriter has made an independent determination of the
financial position of any of the Town's sales taxpayers. The transaction privilege (sales) tax totals in this
table include nonrecurring sales tax audit revenues resulting from audits performed on behalf of the Town.
10
(e) For the past five fiscal years, approximately 40-50% of the Town's transaction privilege (sales) tax
collections were generated from "Construction. " Therefore, a decline in construction and related activity
could result in the total transaction privilege (sales) tax collections of the Town to material decrease. As has
been widely reported, there has been a slow down in the single family housing sector area (including in the
Town) over the past three years. See APPENDIX A - "TOWN OF MARANA, ARIZONA -GENERAL
ECONOMIC AND DEMOGRAPHIC INFORMATION -Value of Building Permits" and "- New Housing
Permits " as they relate to building permits and housing starts in the Town. Although the decrease in sales
tax revenues from residential development slowdown has been largely offset by an increase in commercial
development in the Town, the Town anticipates a continued residential slowdown and therefore projects only
an approximately 4.7% increase over the amount budgeted for fiscal year 2006/07. For fiscal year 2007/08,
the reduction in licenses and permits reflects the Town's adjusted expectations regarding development-
related activities.
Source: Finance Department of the Town.
POSSIBLE LEGISLATIVE OR INITIATIVE MEASURES
From time to time, bills are introduced in, and legislation effected by, the Arizona Legislature to change the formula
used to allot State-shared sales taxes and State-shared income taxes. (See as an example the second paragraph in the
subheading "EXCISE TAXES -State-shared Revenues -- State-shared Income Taxes.") The possibility of changes
in this respect are more likely to be adverse to the Town when the State is experiencing financial difficulties. The
Town cannot determine whether any such measures will become law or how they might affect the revenues which
comprise the Excise Taxes. In addition, initiative measures are circulated from time to time seeking to place on the
ballot changes in Arizona law which repeal or modify State-shared sales taxes or State-shared income taxes.
Further, initiative measures are circulated from time to time seeking to place on the ballot changes to the Town Code
which would repeal or modify the Town's sales taxes. The Town cannot predict if any such initiative measures will
ever actually be submitted to the electors, what form the measures might take or the outcome of any such election.
Effective September 21, 2006, the State Legislature approved legislation that will gradually reduce the State
personal income tax rate by ten percent (10%) over a two (2) year period. The corresponding reduction in State
income tax revenues will decrease the available moneys that otherwise would have been available for State revenue
sharing purposes, which is a component of the Town's Excise Taxes. To mitigate the impact on cities and towns in
fiscal year 2008/09, the State Legislature adopted legislation that will appropriate money from the State's general
fund in lieu of State income tax revenues in the respective amounts that individual cities and towns would have
received from State revenue sharing prior to the tax rate reduction. After fiscal year 2008/09, cities and towns will
return to sharing fifteen percent (15%) of personal and corporate income taxes collected by the State in the fiscal
year two years preceding the then current fiscal year.
11
ESTIMATED DEBT SERVICE REQUIREMENTS AND COVERAGE*
The following table sets forth the amounts required to pay semi-annual debt service on the Bonds, net of Bonds
Being Refunded, the estimated debt service for the Series 2008 Bonds and the projected debt service coverage
available with respect thereto from the Excise Taxes for the fiscal year ended as indicated.
TABLE 5 (a)
Fiscal Year
2006/07 Outstanding Bonds (b) The Series 2008 Bonds Combined Projected
Maturity Net Pledged Estimated Debt Service Debt Service
Dates Excise Taxes (c) Principal Interest Principal Interest Requirements Coverage (d)
January 1, 2009 $ 44,510,982 $ 530,000 $ 589,279 $ 35,000 $ 906,925 (e) $ 2,061,204 4.63x
July 1, 2009 430,000 580,164 906,225 1,916,389 4.31x
January 1, 2010 435,000 573,539 110,000 906,225 2,024,764 4.SSx
July 1, 2010 435,000 565,189 110,000 904,025 2,014,214 4.53x
January 1, 2011 565,000 556,839 760,000 901,825 2,783,664 6.25x
July 1, 2011 570,000 546,189 765,000 886,625 2,767,814 6.22x
January 1, 2012 485,000 535,452 795,000 871,325 2,686,777 6.04x
July 1, 2012 490,000 525,964 790,000 855,425 2,661,389 5.98x
January 1, 2013 510,000 516,377 815,000 839,625 2,681,002 6.02x
July 1, 2013 505,000 506,177 810,000 823,325 2,644,502 5.94x
January 1, 2014 525,000 496,077 840,000 807,125 2,668,202 5.99x
July 1, 2014 530,000 485,361 850,000 790,325 2,655,686 5.97x
January 1, 2015 555,000 474,546 880,000 773,325 2,682,871 6.03x
July 1, 2015 550,000 462,021 875,000 755,725 2,642,746 5.94x
January 1, 2016 580,000 449,621 910,000 738,225 2,677,846 6.02x
July 1, 2016 575,000 436,293 920,000 720,025 2,651,318 5.96x
January 1, 2017 605,000 423,089 950,000 701,625 2,679,714 6.02x
July 1, 2017 600,000 408,939 950,000 677,875 2,636,814 5.92x
January 1, 2018 630,000 394,914 1,000,000 654,125 2,679,039 6.02x
July 1,2018 635,000 380,189 1,000,000 629,125 2,644,314 5.94x
January 1, 2019 655,000 365,339 1,055,000 604,125 2,679,464 6.02x
July 1, 2019 665,000 349,761 1,050,000 577,750 2,642,511 5.94x
January 1, 2020 690,000 333,943 1,105,000 551,500 2,680,443 6.02x
July 1,2020 695,000 317,138 1,100,000 523,875 2,636,013 5.92x
January 1, 2021 720,000 300,213 1,160,000 496,375 2,676,588 6.Olx
July 1, 2021 735,000 281,894 1,160,000 467,375 2,644,269 5.94x
January 1, 2022 765,000 263,194 1,220,000 438,375 2,686,569 6.04x
July 1, 2022 765,000 243,725 1,220,000 407,875 2,636,600 5.92x
January 1, 2023 800,000 224,263 1,105,000 377,375 2,506,638 5.63x
July 1, 2023 805,000 203,906 1,110,000 349,750 2,468,656 S.SSx
January 1, 2024 845,000 183,425 1,165,000 322,000 2,515,425 5.65x
July 1, 2024 850,000 161,919 1,165,000 292,875 2,469,794 S.SSx
January 1, 2025 885,000 140,294 1,220,000 263,750 2,509,044 5.64x
July 1, 2025 895,000 117,775 1,225,000 233,250 2,471,025 S.SSx
January 1, 2026 605,000 95,000 1,285,000 202,625 2,187,625 4.91x
July 1, 2026 600,000 79,875 1,285,000 170,500 2,135,375 4.80x
January 1, 2027 635,000 64,875 1,350,000 138,375 2,188,250 4.92x
July 1, 2027 630,000 49,000 1,350,000 104,625 2,133,625 4.79x
January 1, 2028 665,000 33,250 1,415,000 70,875 2,184,125 4.91x
July 1, 2028 665,000 16,625 1,420,000 35,500 2,137,125 4.80x
$ 25,310,000 $ 38,330,000
* Subject to change.
12
(a) Prepared by Stone & Youngberg LLC, the Underwriter.
(b) Represents outstanding debt service on the Series 1997 Bonds, the Series 2003 Bonds and the Series 2004
Bonds, net of the Bonds Being Refunded.
(c) The Excise Taxes shown for the fiscal year 2006/07 are figures based on data provided from the Town. See
TABLE 4 - "HISTORICAL AND BUDGETED EXCISE TAX COLLECTIONS" herein.
(d) Pursuant to the Town Leases, the Town covenants that the Excise Taxes presently imposed will be
maintained so that the amount of the Excise Taxes for the next preceding fiscal year will be equal to at least
two (2.0) times the rental payments payable under the Town Leases.
(e) Interest is estimated at 4.75%. The ftrst interest payment on the Series 2008 Bonds will be due on January 1,
2009*. Thereafter, interest payments will be made semiannually on July 1 and January 1 until the stated
maturity or prior redemption of the Series 2008 Bonds.
* Subject to change.
13
TOWN GENERAL FUND
Set forth on the following page is a record of Town general fund revenues, expenditures and changes in fund
balance for the most recent five fiscal years. This information is not intended to indicate future or continuing
trends in the financial affairs of the Town. The most recent audited financial statements for the Town are included
in APPENDIX C attached hereto. It is possible that the Town may experience significant ending fund balance
fluctuations in its general fund in future fiscal years. Pursuant to the Indentures the Series 2008 Bonds will be
special obligations of the Corporation, and the debt service on the Series 2008 Bonds along with Bond Service
Charges thereon shall be payable solely from the rental payments made pursuant to the Town Leases and not from
any other revenues of the Town.
TABLE 6
COMBINED STATEMENT OF REVENUES, EXPENDITURES,
AND CHANGES IN GENERAL FUND BALANCE
Budgeted (a) Audited
2007/08 2006/07 2005/06 2004/05 2003/04 2002/03
BEGINNING FUND BALANCE $ 19,247,857 $ 14,041,657 $ 13,139,757 $ 19,173,489 $ 16,867,493 $ 20,447,968
REVENUES
Town sales tax $ 19,098,627 (b) $ 2Q,645,824 $ 18,533,882 $ 16,732,336 $ 20,058,983 $ 17,335,588
Intergovernmental 7,395,691 6,961,564 3,603,093 2,103,738 2,938,350 3,099,803
Licenses, fees and permits 4,947,994 (b) 4,865,395 6,201,448 7,914,041 6,264,206 6,065,231
Fines, forfeitures and penalties 654,275 676,838 573,242 465,586 365,435 313,040
Chazgesforservices 517,322 379,953 2(9,519 113,374 115,625 148,055
Lease income 493,300 19,500 497,800 438,050 442,266 456,249
Investment income 564,250 775,687 775,780 562,185 403,750 (322,078)
Other 1,728,728 1,145,044 460,083 437,887 547,531 111,036
TOTAL REVENUES $ 35,400,187 $ 35,469,805 $ 30,864,847 $ 28,767,197 $ 31,136,146 $ 27,206,924
ADJUSTMENTS
Transfers out $ (2,423,560) $ (2,355,161) $ (4,661,566) $ (14,416,341) $ (7,771,380) $ (14,342,236)
Prior period adjustment 323,388 (3,015,842)
TOTAL FUNDS AVAILABLE FOR EXPENDITURES $ 52,224,484 $ 47,156,301 $ 39,666,426 $ 33,524,345 $ 37,216,417 $ 33,312,656
EXPENDITURES
Current -
Generalgovernment $ 10,419,168 $ 7,515,954 $ 5,278,199 $ 5,625,638 $ 5,307,044 $ 3,959,510
Development and planning services 3,256,928 3,344,894 5,151,903 4,049,659 3,101,058 2,577,942
Town attorney (c) - - 426,647 364,674 207,771 353,703
Police 9,167,658 7,639,775 6,552,733 4,753,230 4,665,939 4,087,905
Magistrate court - - 704,136 556,927 480,160 44Q,564
Highways and streets 4,548,197 3,524,925 3,151,584 2,832,775 2,365,193 3,102,413
Culture and recreaction 3,512,014 2,893,751 2,573,820 2,044,822 1,705,112 1,672,913
Community development 429,841 243,516 - - - -
Capital outlay 3,622,603 2,745,629 1,785,747 - - -
Debt service -
Principal retirement - - - 154,005 198,833 232,706
Interest and fiscal chazges 2,858 11,818 17,507
TOTAL EXPENDITURES $ 34,956,409 $ 27,908,444 $ 25,624,769 $ 20,384,588 $ 18,042,928 $ 16,445,163
ENDING FUND BALANCE $ 17,268,075 $ 19,247,857 $ 14,041,657 $ 13,139,757 $ 19,173,489 $ 16,867,493
(a) These amounts are `forward looking" and should be reviewed with an abundance of caution.
(b) For the past five fiscal years, approximately 40-50% of the Town's transaction privilege (sales) tax
collections were generated from "Construction. " Therefore, a decline in construction and related activity
could result in the total transaction privilege (sales) tax collections of the Town to material decrease. As has
been widely reported, there has been a slow down in the single family housing sector area (including in the
Town) over the past three years. See APPENDIX A - "TOWN OF MARANA, ARIZONA -GENERAL
ECONOMIC AND DEMOGRAPHIC INFORMATION -Value of Building Permits " and "- New Housing
14
Permits" as they relate to building permits and housing starts in the Town. Although the decrease in sales
tax revenues from residential development slowdown has been largely offset by an increase in commercial
development in the Town, the Town anticipates a continued residential slowdown and therefore projects only
an approximately 4.7% increase over the amount budgeted for fiscal year 2006/07. For fiscal year 2007/08,
the reduction in licenses and permits reflects the Town's adjusted expectations regarding development-
related activities.
(c) Beginning with ftscal year 2006/07, the functions of the Town Attorney and Magistrate Court have been
consolidated as part of the General Government function, as per General Accounting and Financial
Reporting standards.
Source: The audited financial statements for each of the fiscal years ending as indicated above and the Finance
Department of the Town.
SOURCES AND USES OF FUNDS
Sources
Principal Amount of the Series 2008 Bonds
Net Original Issue Discount/Premium
Total Sources of Funds
Uses
Deposit Pursuant to Escrow Trust Agreement
Deposit to the Series 2008 Acquisition and Construction Fund
Deposit to Reserve Fund
Deposit to Costs of Issuance Fund (a)
Deposit to the Interest Fund
$28,330,000.00*
Total Uses of Funds $
* Subject to change.
(a) Includes payment of underwriting compensation, municipal bond insurance premium, if any, and debt service
reserve fund surety policy premium, if any.
LITIGATION
Certificates will be provided by authorized officials of the Corporation and the Town in connection with the delivery
of the Series 2008 Bonds that, to the knowledge of such officials, no litigation or administrative action or proceeding
is pending or threatened restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the
Series 2008 Bonds, or the execution and delivery of the Series 2008 Town Lease or the Series 2008 Supplemental
Indenture or contesting or questioning the proceedings and authority tinder which the Series 2008 Bonds have been
authorized and are to be issued, sold, executed or delivered, or the validity of the Series 2008 Bonds.
15
TAX MATTERS
The Internal Revenue Code of 1996, as amended (the "Code"), includes requirements which the Town and the
Corporation must continue to meet with respect to the Series 2008 Bonds after the issuance thereof in order that
interest on the Series 2008 Bonds not be included in gross income for federal income tax purposes. The failure by
the Town or the Corporation to meet these requirements may cause interest on the Series 2008 Bonds to be included
in gross income for federal income tax purposes retroactive to their date of issuance. The Town and the Corporation
have covenanted in the Town Lease to take the actions required by the Code in order to maintain the exclusion from
federal gross income of interest on the Series 2008 Bonds.
In the opinion of Bond Counsel rendered with respect to the Series 2008 Bonds on the date of issuance of the Series
2008 Bonds, assuming continuing compliance by the Town and the Corporation with the tax covenants referred to
above, under existing statutes, regulations, rulings and court decisions, interest on the Series 2008 Bonds will be
excluded from gross income for federal income tax purposes. Interest on the Series 2008 Bonds will not be an item
of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations;
however, interest on the Series 2008 Bonds will be taken into account in determining adjusted current earnings for
purposes of computing the alternative minimum tax imposed on corporations. Bond Counsel is further of the
opinion upon the date of issuance of the Series 2008 Bonds that, assuming interest on the Series 2008 Bonds will be
so excludable from gross revenue for federal income tax purposes, interest thereon will be exempt from income
taxation under the laws of the State.
Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences
resulting from the ownership of, receipt or accrual of interest on, or disposition of the Series 2008 Bonds.
Prospective purchasers of the Series 2008 Bonds should be aware that the ownership of the Series 2008 Bonds may
result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness
incurred or continued to purchase or carry the Series 2008 Bonds or, in the case of a financial institution, that
portion of an owner's interest expense allocable to interest on a Series 2008 Bond; (ii) the reduction of the loss
reserve deduction for property and casualty insurance companies by fifteen percent (15%) of certain items, including
the interest on the Series 2008 Bonds; (iii) the inclusion of interest on the Series 2008 Bonds in the earnings of
certain foreign corporations doing business in the United States for purposes of the branch profits tax; (iv) the
inclusion of interest on the Series 2008 Bonds in passive investment income subject to federal income taxation of
certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year; and (v) the
inclusion in gross income of interest of the Series 2008 Bonds by recipients of certain Social Security and Railroad
Retirement benefits.
Bond Counsel's opinions are based on existing law, which is subject to change. Such opinions are further based on
factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or
supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention,
or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinions
are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts; rather,
such opinions represent Bond Counsel's professional judgment based on its review of existing law, and in reliance
on the representations and covenants that it deems relevant to such opinion.
ORIGINAL ISSUE DISCOUNT
The initial offering prices of the Series 2008 Bonds maturing on January 1, 20_ through and including January 1,
20_ (referred to in this section as the "Discount Bonds") are less than the stated principal amounts. Under the
Code, the difference between the principal of the Discount Bonds and the initial offering price to the public
(excluding bond houses, brokers and similar persons or organizations acting in the capacity of underwriters or
wholesalers), at which price a substantial amount of the Discount Bonds of the same maturity was sold, constitutes
to an initial purchaser "original issue discount." Original issue discount represents interest that is excluded from
gross income; however, such interest is taken into account for purposes of determining the alternative minimum tax
imposed on corporations and may result in the collateral federal tax consequences described above under "TAX
MATTERS." Original issue discount will accrue actuarially over the term of a Discount Bond at a constant interest
16
rate. A purchaser who acquires a Discount Bond in the initial offering to the public at an initial offering price
thereof as set forth on the inside front cover page of this Official Statement will be treated as receiving an amount of
interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing
during the period such purchaser holds such Discount Bond and will increase its adjusted basis in such Discount
Bond by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other
disposition of such Discount Bond. The federal income tax consequences of the purchase, ownership and
redemption, sale or other disposition of the Discount Bonds that are not purchased in the initial offering at the initial
offering price may be determined according to rules that differ from those described above. Prospective purchasers
of the Discount Bonds should consult their own tax advisors with respect to the precise determination for federal
income tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bonds and with
respect to the state and local tax consequences of owning and disposing of the Discount Bonds.
BOND PREMIUM
The difference between the stated principal amounts of the Series 2008 Bonds maturing on January 1, 20_ through
and including January 1, 20_ (referred to in this section as the "Premium Bonds"), and the initial offering price to
the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters
or wholesalers) at which price a substantial amount of the Premium Bonds of the same maturity was sold constitutes
to an initial purchaser amortizable "bond premium" that is not deductible from gross income for federal income tax
purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant
interest rate basis over the term of each Premium Bond. For purposes of determining gain or loss on the sale or
other disposition of a Premium Bond, a purchaser who acquires such Premium Bond in the initial offering to the
public at the initial offering price thereof as set forth on the inside front cover page of this Official Statement is
required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable
bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in
the amount of tax-exempt income for purposes of determining various other tax consequences of owning the
Premium Bonds. Prospective purchasers of the Premium Bonds should consult their own tax advisors with respect
to the tax consequences of owning and disposing of the Premium Bonds.
RATINGS
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and Fitch Ratings
Inc. ("Fitch") have assigned the ratings of "_" and "," respectively, to the Series 2008 Bonds with the
understanding that the bond insurance policy will be issued by concurrently with the issuance
of the Series 2008 Bonds. S&P and Fitch have also assigned the underlying ratings of " and ","
respectively, to the Series 2008 Bonds. Such ratings will reflect only the view of S&P and Fitch. An explanation of
the significance of the rating assigned by S&P may be obtained from S&P at 55 Water Street, New York, New York
10004. An explanation of a rating assigned by Fitch may be obtained from Fitch at One State Street Plaza, New
York, New York 10004. Such ratings may be revised downward or withdrawn entirely by S&P and Fitch if, in their
respective judgment, circumstances so warrant. Any downward revision or withdrawal of such rating may have an
adverse effect on the market price of the Series 2008 Bonds. The Town has covenanted in its continuing disclosure
undertaking that it will file notice of any formal change in any such rating relating to the Series 2008 Bonds. See
"CONTINUING DISCLOUSURE."
LEGAL MATTERS
The Series 2008 Bonds are sold with the understanding that the Town and the Corporation will furnish the
Underwriter with the approving opinion of Greenberg Traurig, LLP, Phoenix, Bond Counsel. The proposed form of
such opinion is included in this Official Statement as APPENDIX E. Bond Counsel is to render such opinion upon
the validity and enforceability of the Series 2008 Bonds under Arizona law and on the exclusion of the interest
income on the Series 2008 Bonds from gross income for purposes of calculating federal income taxes and of the
exemption of the interest income on the Series 2008 Bonds from State income taxes. (See "TAX MATTERS"
17
herein.) Fees of Bond Counsel, the Underwriter and Underwriter's counsel are contingent upon the delivery of the
Series 2008 Bonds and Bond Counsel and Underwriter's counsel will be paid from proceeds of the sale of the Series
2008 Bonds.
Bond Counsel will opine to the Underwriter upon certain information in the caption paragraph on the cover, in
APPENDIX E and F under the headings "THE BONDS," "PLAN OF REFUNDING," "SECURITY AND
SOURCE OF PAYMENT" "TAX MATTERS," "BOND PREMIUM" and "CONTINUING DISCLOSURE"
(except with respect to the status of the Town's compliance with existing undertakings) but otherwise has not
participated in the preparation of this Official Statement and will not opine upon its accuracy, completeness or
sufficiency. Bond Counsel has not examined nor attempted to examine or verify any of the financial or statistical
statements or data contained in this Official Statement and will also express no opinion with respect thereto.
Certain legal matters will be passed upon solely for the benefit of the Underwriter by Squire, Sanders & Dempsey
L.L.P., counsel to the Underwriter.
The various legal opinions to be delivered concurrently with the delivery of the Series 2008 Bonds express the
professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. By
rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of
professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction. Nor
does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.
UNDERWRITING
The Series 2008 Bonds are being purchased for reoffering by Stone & Youngberg LLC (the "Underwriter"). The
Underwriter has agreed to purchase the Series 2008 Bonds, subject to certain conditions, at a purchase price of
$ ,plus accrued interest on the Series 2008 Bonds. If the Series 2008 Bonds are sold to produce the
yields shown on the inside front cover page hereof, the Underwriter's compensation will be $
The Underwriter is committed to purchase all of the Series 2008 Bonds if any are purchased. The Series 2008
Bonds are offered for sale initially at the approximate yields set forth on the inside front cover page of this Official
Statement, which yields may be changed from time to time by the Underwriter. The Series 2008 Bonds may be sold
to certain dealers (including underwriters and dealers depositing the Series 2008 Bonds into investment trusts) at
prices lower than the public offering price.
POLITICAL CONTRIBUTIONS
The Underwriter has not made political contributions to any person who sought a seat on the Town Council at its
last election or, to the best of its knowledge, the election prior to the last election.
RELATIONSHIP AMOUNG PARTIES
Bond Counsel has and continues to represent the Underwriter with respect to financings other than for the Town and
will continue to do so if requested in the future. Bond Counsel has also previously acted as bond counsel or special
counsel with respect to other obligations underwritten by the Underwriter and will continue to do so if requested in
the future.
CONTINUING DISCLOSURE
The Town will enter into a Continuing Disclosure Agreement (the "Undertaking") with respect to the Series 2008
Bonds for the benefit of beneficial owners of the Series 2008 Bonds to send certain information annually and to
provide notice of certain events to certain information repositories pursuant to the requirements of Section (b)(5) of
18
Rule 15c2-12 (the "Rule") adopted by the Securities and Exchange Commission under the Securities Exchange Act
of 1934. The specific nature of the information to be provided on an annual basis, the events which will be noticed
on an occurrence basis and other terms of the Undertaking are set forth in APPENDIX F - "FORM OF
CONTINUING DISCLOSURE AGREEMENT."
A failure by the Town to comply with the Undertaking will not constitute a default under the Town Leases or the
Indentures, and beneficial owners of the Series 2008 Bonds will be limited to the remedies described in the
Undertaking. See APPENDIX F - "FORM OF CONTINUING DISCLOSURE AGREEMENT." A failure by the
Town to comply with the Undertaking must be reported in accordance with the Rule and must be considered by any
broker, dealer or municipal securities dealer before recommending the purchase or sale of the Series 2008 Bonds in
the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the
Series 2008 Bonds and their market price.
The Town failed to file the annual reports for the fiscal years ending June 30, 2003, 2004 and 2005 with the
Nationally Recognized Municipal Securities Information Repositories ("NRMSIRs") by February 1 of each of the
following years. Such reports were filed from one to two months late. Otherwise, the Town has been and is in
material compliance with its prior continuing disclosure undertakings pursuant to the Rule.
Absence of continuing disclosure due to a breach of any of such covenants could affect adversely the Series 2008
Bonds and specifically their market price and transferability.
FINANCIAL STATEMENTS
The annual financial statements of the Town for the fiscal year ended June 30, 2007, a copy of which are included in
APPENDIX C - "TOWN OF MARANA, ARIZONA -AUDITED FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED JUNE 30, 2007," have been audited by Heinfeld, Meech & Co., P.C., Certified Public
Accountants, to the extent and for the period indicated in their report thereon. The Town has not requested the
consent of Heinfeld, Meech & Co., P.C. to include their report and Heinfeld, Meech & Co., P.C. has performed no
procedures subsequent to rendering their opinion on the financial statements.
CERTIFICATION CONCERNING OFFICIAL STATEMENT
The documents delivered in connection with the issuance of the Series 2008 Bonds will include a certificate to the
affect that, to the knowledge of appropriate representatives of the Town after appropriate review, the statements
contained in this Official Statement relating to the Town were at the time of the sale, and at the time of delivery of
the Series 2008 Bonds, true, correct and complete in all material respects and were not misleading and did not omit
matters which, in light of the circumstances under which they are made, would make such statements not
misleading.
19
CONCLUDING STATEMENT
To the extent that any statements made in this Official Statement involve matters of opinion or estimates, whether or
not expressly stated to be such, they are made as such and not as representations of fact or certainty and no
representation is made that any of these statements have been or will be realized. All financial and other
information in this Official Statement has been derived from official records and other sources and is believed by the
Town to be accurate and reliable. The presentation of information, including tables of receipts from taxes and other
sources, is intended to show recent historic information, and is not intended to indicate future or continuing trends in
the financial position or other affairs of the Town. No representation is made that past experience, as is shown by
that financial and other information, will necessarily continue or be repeated in the future.
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
By:
President
20
APPENDIX A
TOWN OF MARANA, ARIZONA
GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION
General
The Town is located one mile north of the border of City of Tucson, Arizona ("Tucson"), and just south of the
northern border of Pima County, Arizona (the "County"). The Town encompasses an approximate area of 300
square miles and sits at an elevation of 2,055 feet above sea level. The Town was incorporated in 1977.
TABLE 7
POPULATION STATISTICS
Town of Pima State of
Years Marana County Arizona
2007 Estimate (a) 32,274 1,003,235 6,500,194
2000 Census 13,556 843,746 5,130,632
1990 Census 2,187 666,880 3,665,305
1980 Census 1,674 531,443 2,718,425
1970 Census 1,154 351,667 1,775,399
(a) Estimate as ojJuly 2007.
Source: Arizona Department of Economic Security, Population and Statistical Unit.
Municipal Government and Organization
The Town operates under the Council-Manager form of government. The Mayor and six council members are
elected at large for staggered four-year terms. The Town Council appoints a Town Manager who has full
responsibility for carrying out council policies and administering Town operations. Functions of government and
operation are provided by a staff of approximately 365 full-time employees. The Town provides police services and
water to its residents.
Tucson Electric Power Corporation and Trico Electric Cooperative provide electricity to the Town's residents.
Southwest Gas Corporation provides natural gas. Water is provided by the Town, as well as certain public and
private providers. Sewer services are provided by the County. Telephone services are provided by Qwest
Communications. Waste disposal and sanitation services are provided by various private disposal companies.
Economy
The economy of the Town and the area surrounding the Town has historically been dominated by agricultural
activities. Though agriculture is still a large part of the economy, commercial, retail and industrial elements are
becoming large contributors. The Town's agricultural elements include a variety of irrigated crops.
The commercial elements of the economy have developed due to the growth of the Town and the growth of Tucson.
The Town has become a retail trade center for suburban northern Tucson and the rural outlying areas surrounding
the Town. Also, the Town's proximity between the City of Phoenix, Arizona, and Tucson has attracted business.
Many residents commute from the Town to the Tucson metropolitan area for employment as well.
A-1
The following table is a partial list of major employers within the Town.
TABLE 8
MAJOR EMPLOYERS
Town of Marana, Arizona
Employer
Marana Unified School District
Army Reserve/National Guard Training Center
Evergreen Air Center, Inc.
Wal-Mart
Town of Marana
Costco Wholesale
Sargent Controls & Aerospace
Target
Comcast
Marana Health Center
Arizona Portland Cement
Coca-Cola
FLSmidth Krebs
Trico Electric Cooperative Inc.
Asarco LLC
CPC Southwest Materials
Gallery Golf Club LLC
Lowe's
Home Depot
Fry's Food & Drug
Approximate
Number of
Description Employees
Education 1,775
Government 635
Air center 605
Retail department store 450
Government 365
Retail warehouse 275
Aerospace manufacturing 250
Retail department store 225
Utilities services 200
Healthcare 195
Rock product manufacturing 190
Food and beverage distribution 180
Separation equipment manufacturing 125
Electric utility 120
Copper refining and smelting 115
Rock product manufacturing 105
Golf club 90
Retail home improvement [To come)
Retail home improvement [To come/
Retail grocery (To come)
Source: The Arizona Daily Star: Star 200, 2007 Arizona Industrial Directory and 2007 Arizona Services
Directory, publications of Harris InfoSource, the Economic Development department of the Town and an
individual employer survey.
A-2
The following table illustrates unemployment averages for the Town, the County, the State and the United States.
TABLE 8
UNEMPLOYMENT AVERAGES
Calendar Town of Pima State of United States
Year Marana County Arizona of America
2008 (a) 3.7% 4.1% 4.1% 5.0%
2007 3.4 3.7 3.8 4.6
2006 3.6 3.9 4.1 4.6
2005 4.1 4.4 4.6 5.1
2004 4.2 4.6 4.9 5.5
2003 4.8 5.3 5.7 6.0
(a) Data as of March 2008.
Source: Arizona Department of Economic Security, Bureau of Statistical Information and Research Analysis,
Labor Force Statistical Unit.
Construction
The following charts illustrate a building permit summary for residential and non-residential construction and new
housing permits for the Town.
TABLE 10
VALUE OF BUILDING PERMITS
Town of Marana, Arizona
($OOOs omitted)
Commercial
Calendar and
Year Residential Industrial Other Total
2007 (a) $ 99,474 $ 54,787 $ 6,978 $161,239
2006 158,867 35,322 17,325 211,514
2005 309,465 23,886 12,885 346,236
2004 219,336 14,005 8,888 242,229
2003 178,628 13,076 18,175 209,879
(a) Data incomplete -one or more months missing
Source: Arizona Real Estate Center, Arizona State University Polytechnic campus. Note that the data is obtained
from County and municipal divisions which issue such permits. Construction is valued on the basis of
estimated cost, not on market price or value of construction at the time the permit is issued. The issuance
of a building permit does not necessarily mean that construction will commence immediately or at all.
A-3
TABLE 11
NEW SINGLE FAMILY HOUSING PERMITS
Town of Marana, Arizona
Calendar Total New
Year Housing Permits
2007 (a) 528
2006 glg
2005 1,781
2004 1,403
2003 1,225
2002 528
(a) Data incomplete - one or more months missing.
Source: Arizona Real Estate Center, Arizona State University Polytechnic campus. Note that data is obtained
from County and municipal divisions which issue such permits. The issuance of a building permit does
not necessarily mean that construction will commence immediately or at all.
Commerce
The Town is home to numerous retail establishments that accommodate the needs of the Town's growing
population. See "EXCISE TAXES" in this Official Statement.
TABLE 12
The following table illustrates the past five years of municipal privilege tax collections.
MUNICIPAL PRIVILEGE TAX COLLECTIONS (a)
Town of Marana, Arizona
($OOOs omitted)
Fiscal
Year Amount
2006/07 $30,674
2005/06 33,592
2004/05 24,879
2003/04 19,445
2002/03 17,086
(a) The municipal privilege tax collections fiscal years 2004/05 through and including ftscal year 2006/07
include the Town's one-half cent dedicated sales tax which funded capital projects which was subsequently
repealed in fiscal year 2006/07.
Source: Arizona Department of Revenue.
A-4
Education
Primary education in the Town is provided by 11 public elementary schools, two junior high schools and two high
schools. Student achievement scores are consistently above county, state and national norms. Pima Community
College and The University of Arizona offer undergraduate education and graduate programs.
Transportation
Industry, business and residents benefit from the transportation provided by Interstate 10, linking the Town with
Tucson and the City of Phoenix, Arizona. The Marana Northwest Regional Airport and the Pinal Air Park each
have two runways and are within close proximity to the Town. Residents have access to the Tucson International
Airport located in Tucson for international, national, regional and local air service. Within Tucson are also
passenger bus lines traveling national, regional and local routes.
Tourism
Many recreational opportunities are within an hour's drive of the Town. Picacho Peak State Park, site of Arizona's
only Civil War battle, is 15 miles north. Its camping, picnic areas and nature trails are noted for colorful spring
wildflowers. In the Santa Catalina Mountains is Catalina State Park, 20 miles east. Saguaro National Monument
(west portion) is a few miles south. Within the monument is the world famous Arizona Sonora Desert Museum with
native wildlife exhibits and Old Tucson Studios. Other attractions include Biosphere II, Kitt Peak, Pima Air
Museum, and the San Xavier Mission.
A-5
APPENDIX B
TOWN OF MARANA, ARIZONA
FINANCIAL DATA
TABLE 13
Current Year Statistics (For Fiscal Year 2007/08) (a)
Town of Marana, Arizona
Total General Obligation Bonds Outstanding None
Town of Marana Municipal Property Corporation
Municipal Facilities Revenue Bonds Outstanding and to be Outstanding $ 64,165,000 * (a)
Improvement District Bonds Outstanding 25,774,000
Primary Assessed Valuation 357,767,607 (b)
Secondary Assessed Valuation 413,365,306 (b)
Estimated Net Full Cash Value 3,217,504,986 (c)
The Town's preliminary fiscal year 2008/09 secondary assessed valuation is estimated at $528,295,440; its
preliminary fiscal year 2008/09 primary assessed valuation is estimated at $434,729,840 and its preliminary fiscal
year 2008/09 estimated net full cash value is estimated at $4,184,198,308.
* Subject to change.
(a) Includes the Bonds, net of the Bonds Being Refunded.
(b) Arizona legislation divides property taxes into two categories, primary and secondary. Secondary property
taxes are those taxes and assessments imposed to pay principal and interest on bonded indebtedness and
certain other obligations, those imposed for special districts other than school districts and those imposed to
exceed a budget, expenditure or tax limitation pursuant to voter approval. Primary property taxes are all ad
valorem property taxes other than secondary property taxes. Annual increases in the valuation of certain
types of property for primary property tax purposes and the amount of primary property taxes which may be
levied in any year are subject to certain limitations. These limitations do not apply with respect to secondary
property taxes.
(c) Estimated full cash value is the total market value of the property less unsecured personal property and less
estimated exempt property within the Town.
Source: State and County Abstract of the Assessment Roll, Arizona Department of Revenue and Property Tax
Rates and Assessed Values, Arizona Tax Research Foundation.
STATEMENTS OF BONDED INDEBTEDNESS
TABLE 14
Direct General Obligation Bonded Debt Outstanding
Town of Marana, Arizona
Total Direct General Obligation Bonded Debt Outstanding None
B-1
TABLE 15
Municipal Facilities Revenue Bonds Outstanding and to be Outstanding
Town of Marana Municipal Property Corporation
Balance
Bonds Outstanding
Issue Original Maturity Balance Being and to be
Series Amount Dates Outstanding Refunded* Outstanding
1997 $ 8,175,000 7-1-98/22 $ 3,625,000 $ (3,405,000) $ 220,000
2003 19,700,000 7-1-00/10 17,845,000 - 17,845,000
2004 8,675,000 7-1-05/28 7,770,000 - 7,770,000
Total Municipal Property Corporation Municipal Facilities Revenue Bonds Outstanding $ 25,835,000
Plus: The Series 2008 Bonds 38,330,000
Total Municipal Property Corporation Municipal Facilities Revenue Bonds
Outstanding and to be Outstanding $ 64,165,000 *
* Subject to change.
TABLE 16
Improvement District Bonded Debt Outstanding (a)
Town of Marana, Arizona
Issue Original Maturity Balance
Series Amount Description Dates Outstanding
2006 $ 25,774,000 Tangerine Farms Road 1/1/2026 $ 25,774,000
Total Improvement Bonds Outstanding $ 25,774,000
(a) Improvement district bonded debt is payable from special assessments levied on the property benefited by the
ftnanced improvements. Such bonds are a contingent liability of the Town to the extent of any delinquent
assessments.
B-2
TABLE 16
Constitutional Direct Bonded Debt, Limitation and Unused Borrowing Capacity
Town of Marana, Arizona
The Arizona Constitution provides that the general obligation bonded indebtedness for a municipality for general
municipal purposes may not exceed six percent of the secondary assessed valuation of the taxable property in that
municipality. In addition to the six percent limitation for general municipal purpose bonds, municipalities may issue
general obligation bonds up to an additional twenty percent of the secondary assessed valuation for supplying water,
artificial light, or sewers, and for the acquisition and development of land for open space preserves, parks,
playgrounds and recreational facilities and public safety, law enforcement, transportation and fire and emergency
services facilities.
General Municipal Purpose Bonds
6% Limitation $ 24,801,918
Water, Light, Sewer, Open Space, Park and Public
Safety, Law Enforcement, Transportation and Fire
and Emergency Services Facilities Bonds
20% Limitation
Direct General Obligation Bonds
Outstanding None
Unused 6% Borrowing
Capacity $ 24,801,918
B-3
Direct General Obligation Bonds
Outstanding
Unused 20% Borrowing
Capacity
$ 82,673,061
None
$ 82,673,061
TABLE 17
Direct and Overlapping General Obligation Bonded Debt
Town of Marana, Arizona
Overlapping Jurisdiction
State of Arizona
Pima County (c)
Pima County Community College District (d)
Pima County Flood Control District
Northwest Fire District
Marana Unified School District No. 6
Flowing Wells Unified School District No. 8
Red Hawk Canyon Community Facilities District No. 1 (~
Red Hawk Canyon Community Facilities District No. 2 (~
Gladden Farms Community Facilities District
Dove Mountain Community Facilities District (h)
Town of Marana (i)
Net Direct and Overlapping General Obligation Bonded Debt
General Proportion Applicable
Obligation to the Town (a)
Bonded Approximate Net Debt
Debt (b) Percent Amount
None 0.58 % None
$ 389,590,000 5.03 $ 19,596,377
51,155,000 5.03 2,573,097
1,470,000 5.58 82,026
26,575,000 41.48 11,023,310
61,085,000 55.08 33,645,618
9,590,000 100.00 18,786, 810
None 100.00 None
None 100.00 None
7,780,000 100.00 7,780,000
None 100.00 None
None 100.00 None
$ 93,487,238
(a) Proportion applicable to the Town is computed on the ratio of secondary assessed valuation for the
overlapping entity to the amount of such valuation which is within the Town in fiscal year 2007/08.
(b) Includes total amount of general obligation bonds outstanding. Does not include presently authorized but
unissued general obligation bonds of such jurisdictions shown in the following table which may be issued in
the future. Additional bonds may be authorized by such entities pursuant to future elections.
General Obligation Bonds
Overlapping Jurisdiction Authorized but Unissued
Pima County $378,681,000
Northwest Fire District 10,950,000
Gladden Farms Community Facilities District 60,570,000
Also does not include the obligation of the Central Arizona Water Conservation District ("CAWCD') to the
United States Department of the Interior (the "Department of the Interior'), for repayment of capital costs
for construction of the Central Arizona Project ("CAP'), a major reclamation project that has been
substantially completed by the Department of the Interior. The obligation is evidenced by a master contract
between CAWCD and the Department of the Interior. In April of 2003, the United States of America and
CAWCD agreed to settle litigation over the amount of the construction cost repayment obligation, the amount
of the respective obligations for payment of the operation, maintenance and replacement costs and the
application of certain revenues and credits against such obligations and costs. Under the agreement,
B-4
CAWCD's obligation for substantially all of the CAP features that have been constructed so far will beset at
$1.646 billion, which amount assumes (but does not mandate) that the United States of America will acquire
a total of 667, 724 acre feet of CAP water for federal purposes. The United States of America will complete
unfinished CAP construction work related to the water supply system and regulatory storage stages of CAP
at no additional cost to CAWCD. Of the $1.646 billion repayment obligation, 73% will be interest bearing
and the remaining 27% will be non-interest bearing. These percentages will be fixed for the entire SO year
repayment period, which commenced October 1, 1993. Effectiveness of the agreement is subject to a number
of conditions including settlement of certain Indian community water claims and other water claims and will
require certain Arizona legislation. Federal enabling legislation was passed in 2004. If the conditions are
not met by May 9, 2012, and the parties do not amend the agreement, the agreement will terminate and
litigation will resume. If it appears prior to May 9, 2012, that the conditions will not be met by the deadline,
the parties can amend the agreement or either party may petition the United States District Court to
terminate the agreement and resume litigation. CAWCD is a water conservation district having boundaries
coterminous with the exterior boundaries of Arizona's Maricopa, Pima and Pinal Counties. It was formed
for the express purpose of paying administrative costs and expenses of the CAP and to assist in the repayment
to the United States of America of the CAP capital costs. Repayment will be made from a combination of
power revenues, subcontract revenues (i.e., agreements with municipal, industrial and agricultural water
users for delivery of CAP water) and a tax levy against all taxable property within CAWCD's boundaries. At
the date of this Official Statement, the tax levy is limited to 14 cents per $100 of secondary assessed
valuation, of which ten cents is being currently levied. (See Arizona Revised Statutes, Sections 45-3715 and
48-3715.02.) There can be no assurance that such levy limit will not be increased or removed at any time
during the life of the contract.
(c) Does not include certificates of participation outstanding in the aggregate principal amount of $53, 755, 000.
Does not include street and highway user revenue bonds outstanding in the aggregate principal amount of
$161,400,000. Does not include Pima County, Arizona sewer revenue bonds outstanding in the aggregate
principal amount of $165,990, 667.
(d) Does not include revenue bonds outstanding in the aggregate principal amount of $300, 000.
(e) Does not include water revenue bonds and loans outstanding in the aggregate principal amount of
$65, 075, 000.
(n Does not include special assessment revenue bonds outstanding in the aggregate principal amount of
$5, 075, 000.
(~ Does not include special assessment revenue bonds outstanding in the aggregate principal amount of
$4,230, 000.
(h) Does not include special assessment lien bonds outstanding in the aggregate principal amount of $8,405,000.
(i) Does not include municipal facilities revenue bonds to be outstanding in the aggregate principal amount of
$64,165,000*. Does not include improvement bonds outstanding in the aggregate principal amount of
$25,774,000 payable from special assessments on property within the Tangerine Farms Road Improvement
District (the "Improvement District') and contingently payable, up to 20% of debt service, from an ad
valorem property tax levy within the Improvement District.
Source: The various entities.
* Subject to change.
B-5
TABLE 18
Direct and Overlapping General Obligation Bonded Debt Ratios
Town of Marana, Arizona
As % of As % of
Per Capita Town's Town's
Bonded Debt 2007/08 2007/08
Population Secondary Estimated
Estimated Assessed Net Full
at 32,274 (a) Valuation Cash Value
Net Direct General Obligation Bonded Debt None None None
Net Direct and Overlapping General
Obligation Bonded Debt $2,896.67 22.62% 2.91%
(a) Estimate provided by the Arizona Department of Economic Security, Population and Statistical Unit as of
July 1, 2007.
TABLE 19
Other Indebtedness
Town of Marana, Arizona
The Town has the following lease-purchase agreement outstanding.
Item Payment
[To be provided by Town)
Source: The Town.
RETIREMENT SYSTEM
Retirement Benefits
Periods Due
Prior to July 1, 2007. The Town participated in a Money Purchase Plan and Trust known as the Town of Marana
Retirement Plan (the "Plan") in the form of the International City Management Association Retirement Corporation
Prototype Money Purchase Plan and Trust. The Plan is qualified under Section 401 of the Internal Revenue Code.
The Plan is a defined contribution plan that provides pension benefits for all full-time employees and permanent
part-time employees, except for commissioned police personnel who are covered under the Arizona Public Safety
Personnel Retirement System (the "APSPRS"). In a defined contribution plan, benefits depend solely on amounts
contributed to the plan plus investment earnings. Employees are eligible to participate from the date of
employment. The Plan requires that the employee and the Town contribute an amount equal to 4% and 8%,
respectively, of the employee's biweekly earnings, which includes overtime and bonuses. The Town's contributions
for each employee (and interest allocated to the employee's account) are fully vested after five years of continuous
service. Town contributions for, and interest forfeited by, employees who leave employment before five years of
service are used to reduce the Town's current-period contribution requirement.
B-6
The Town's total payroll in fiscal year 2006/07 was $15,214,958. The Town's contributions were calculated using
the earnings amount of $10,579,181. For fisca12006/07, the covered employees made the required 4% contribution,
amounting to $423,167, with the Town making a contribution of 8%, amounting to $846,334 for a total of
$1,269,501. See Note 9 in APPENDLY C - "TOWN OF MARANA, ARIZONA -AUDITED ANNUAL
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2007" for further discussion of the
Plan.
Subsequent to July 1, 2007. The Town moved from the Plan and Trust to the Arizona State Retirement System (the
"ASRS") defined benefit plan. ASRS administers acost-sharing multiple-employer defined benefit pension plan.
The ASRS is governed by the Arizona State Retirement System Board according to the provisions of Arizona
Revised Statute Title 38, Chapter 5, Article 2. Benefits are established by State statute and generally provide
retirement, death, long-term disability, survivor and health insurance premium benefits. All regular employees not
in the APSPRS, Correctional Officers Retirement System or Elected Officials Retirement System are eligible to
participate. See Note 14 in APPENDD{ C - "TOWN OF MARANA, ARIZONA -AUDITED ANNUAL
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2007" for further discussion of the
ASRS plan.
All of the Town's full-time police officers are covered by the Marana Police Arizona Public Safety Personnel
Retirement System, which is an agent/multiple-employer administered by the fund manager of the ASPRS, defined
benefit public employee retirement system ("PERS").
These plans act as common investments and administrative agents to provide pension benefits, deferred allowances,
death and disability benefits and limited health insurance benefits for public safety and corrections personnel who
are regularly assigned hazardous duty in the employment of the State or a political subdivision thereof. All benefit
provisions and other requirements are established by State statute. Covered employees are required to contribute
7.65% and 8.50% of their annual salary to the ASPSPRS. The Town is required to contribute the remaining
amounts necessary to fund the ASPSPRS, as determined by the actuarial basis specified by statute. The current rate
is 9.23% of annual covered payroll for ASPSPRS.
Total contributions made during fiscal year 2006/07 were $692,833, of which $378,842 was made by the Town and
$313,991 was made by police officers. The pension contributions represent funding for normal cost and the
amortization of the unfunded actuarial accrued liability.
Other Post-Employment Retirement Benefits
Beginning with the fiscal year that commences on July 1, 2008, the Town was required to implement Government
Accounting Standards Board Statement Number 45, Accounting by Employers for Post-Employment Benefits Other
than Pensions ("GASB 45"), which requires reporting the actuarially accrued cost of post-employment benefits,
other than pension benefits ("OPEB"), such as health and life insurance for current and future retirees. GASB 45
requires that such benefits be recognized as current costs over the working lifetime of employees, and to the extent
such costs are not pre-funded, GASB 45 will require the reporting of such costs as a financial statement liability.
The Town currently does not offer any OPEB. The Town's employees, their spouses and survivors may be eligible
for certain retiree health care benefits under health care programs provided by the State. Employees on long-term
disability and their spouses may also qualify for retiree health care benefits through the State. It is expected that
substantially all of the Town's employees that reach normal or early retirement age while working for the Town will
become eligible for such benefits. Currently such retirees may obtain the health care benefits offered by the State by
paying 100% of the applicable health care insurance premium, net of any subsidy provided by the State. The
benefits are available to all retired participants in the State's health care program. The Town does not currently
make payments for OPEB costs for such retirees.
The Town has learned that the State may commission an actuarial valuation of the OPEB costs associated with the
health care benefits available to retirees through the State in order to meet the requirements of GASB 45. It is
presently undetermined what impact, if any, such valuation may have on the Town's future financial reporting as
required by GASB 45, or, because the health care programs are administered at the State level, whether there will be
any financial reporting impact at the Town's level.
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TABLE 20
Secondary Assessed Valuation by Property Classification
Town of Marana, Arizona
For the last five years, a breakdown of the secondary assessed valuation by property classification for the Town is
shown below:
Class
Commercial, Industrial, Utilities & Mines
Agricultural and Vacant
Residential (owner occupied) (a)
Residential (rental) (a)
Railroad
Commercial Historical Property
Certain Government
Property Improvements
2007/08 2006/07 2005/06 2004/05 2003/04
Secondary Secondary Secondary Secondary Secondary
Assessed Assessed Assessed Assessed Assessed
Valuation Valuation Valuation Valuation Valuation
$ 99,169,949 $ 88,596,806 $ 80,522,439 $ 74,941,704 $ 71,677,207
89,659,263 56,493,615 40,572,553 34,553,404 30,376,580
206,200,279 151,505,231 117,314,659 96,593,415 75,049,923
17,056,995 12,154,868 8,316,872 6,214,275 4,646,346
1,249,262 1,545,853 1,508,553 1,098,779 1,128,342
29,558 22,640 22,101 - _
- - - 18,434 -
Totals* $413,365,306 $310,319,014 $248,257,176 $213,420,010 $182,878,398
* Totals may not add due to rounding.
(a) As has been widely reported, there has been a slow down in the single family housing sector area (including
in the Town) over the past three years. See APPENDIX A - "TOWN OF MARANA, ARIZONA -GENERAL
ECONOMIC AND DEMOGRAPHIC INFORMATION -Value of Building Permits" and "- New Housing
Permits " as they relate to building permits and housing starts in the Town.
Source: State and County Abstract of the Assessment Roll, State of Arizona, Department of Revenue and
Property Tax Rates and Assessed Values, Arizona Tax Research Foundation.
TABLE 21
Estimated Net Full Cash Value History (a)
Town of Marana, Arizona
Estimated
Fiscal Net Full Cash
Years Value (a)
2006/07 $3,217,504,986
2005/06 2,345,384,859
2004/05 1,825,078,964
2003/04 1,556,111,117
2002/03 1,271,347,434
(a) Estimated full cash value is the total market value of the property less unsecured personal property and less
estimated exempt property within the Town.Net full cash value is the total market value of the property within
the Town less exempt property as provided by the Arizona Department of Revenue, Division of Properly and
Special Taxes.
Source: State and County Abstract of the Assessment Roll, State of Arizona, Department of Revenue.
B-8
APPENDIX C
TOWN OF MARANA, ARIZONA
AUDITED ANNUAL FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED JUNE 30, 2007
The following audited annual financial statements are for the fiscal year ended June 30, 2007. These are the most
recent financial statements available to the Town. These financial statements are not current and may not represent
the current financial condition of the Town.
The Town has not requested the consent of Heinfeld, Meech & Co., P.C. to include their report and Heinfeld, Meech
& Co., P.C. has performed no procedures subsequent to rendering their opinion on the financial statements.
APPENDIX D
SUMMARY OF CERTAIN PROVISIONS OF LEGAL DOCUMENTS
DEFINITIONS OF CERTAIN TERMS
The following are certain terms used in this Official Statement and the Indentures and not elsewhere
defined in this Official Statement.
"Additional Bonds "means bonds in addition to the Series 1997 Bonds, the Series 2003 Bonds, the Series
2004 and the Series 2008 Bonds which may be issued pursuant to the Indentures.
"Annual Debt Service Requirements" means for any fiscal year the amount to be paid in such year with
respect to the Bonds for payment of principal of (whether at maturity or because of mandatory redemption) and
interest on the Bonds during such year.
"Bondowner"shall have the same meaning as Owner herein.
"Bond Retirement Fund" means the Bond Retirement Fund created in the Indentures.
"Bond Service Charges "means, for any period of time, the principal of and interest and any premium due
on the Bonds for that period or payable at that time, as the case may be.
"Costs of Issuance" means all items of expense directly relating to the cost of issuing the Series 2008
Bonds.
"Costs of Issuance Fund" means the Costs of Issuance Fund created in the Series 2008 Supplemental
Indenture.
"Defeasance Obligations "means:
A. Cash
B. U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series --
"SLGs")
C. Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS
and similar securities
D. Resolution Funding Corp. (REFCORP) Only the interest component of REFCORP strips which
have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable.
E. Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. If, however, the
issue is only rated by S&P (i.e., there is no Moody's rating), then the pre-refunded bonds must have been
prerefunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfy
this condition.
F. Obligations issued by the following agencies which are backed by the full faith and credit of the
U.S.:
(1) U. S. Export-Import Bank (Eximbank]
Direct obligations or fully-guaranteed certificates of beneficial ownership
(2) Farmers Home Administration (FmHA~
Certificates of beneficial ownership
(3) Federal Financing Bank
(4) General Services Administration
Participation Certificates
D-1
(5) U.S. Maritime Administration
Guaranteed Title XI financing
(6) U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and
bonds
"Eligible Investments" means:
A. Direct obligations of the United States of America (including obligations issued or held in book-
entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of
and interest On which are unconditionally guaranteed by the United States of America.
B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the
following federal agencies and provided such obligations are backed by the full faith and credit of the United States
of America (stripped securities are only permitted if they have been stripped by the agency itself):
1. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
2. Farmers Home Administration (FmIIA)
Certificates of beneficial ownership
3. Federal Financing Bank
4. Federal Housing Administration Debentures (FHA)
5. General Services Administration
Participation certificates
6. Government National Mortgage Association (GNMA or "Ginnie Mae")
GNMA -guaranteed mortgage-backed bonds
GNMA -guaranteed pass-through obligations
(not acceptable for certain cash-flow sensitive issues)
7. U.S. Maritime Administration
Guaranteed Title XI financing
8. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and
bonds
C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the
following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have
been stripped by the agency itself):
Federal Home Loan Bank System
Senior debt obligations
2. Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac")
D-2
Participation Certificates
Senior debt obligations
3. Federal National Mortgage Association (FNMA or "Fannie Mae")
Mortgage-backed securities and senior debt obligations
4. Student Loan Marketing Association (SLMA or "Sallie Mae")
Senior debt obligations
5. Resolution Funding Corp. (REFCORP) obligations
6. Farm Credit System
Consolidated systemwide bonds and notes
D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares
are registered under the Federal Securities Act of 1933, and having a rating by S&P, of AAAm-G; AAA-m; or AA-
m and if rated by Moody's rated Aaa, Aal or Aa2.
E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such
certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The
collateral must be held by a third part and the bondholders must have a perfected first security interest in the
collateral.
F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are
fully insured by FDIC, including BIF and SAIF.
G. Investment Agreements, including GIC's, acceptable to MBIA (refer to Investment Agreement
criteria).
H. Commercial paper rated, at the time of purchase, "Prime-1" by Moody's and "A-I" or better by
S&P.
I. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of
the two highest rating categories assigned by such agencies.
J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an
unsecured, uninsured and unguaranteed obligation rating of "Prime-1" or "A3" or better by Moody's and "A-I" or
"A" or better by S&P.
K. Repurchase agreements provide for the transfer of Securities from a dealer bank or securities firm
(seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer
bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to
the municipal entity in exchange for the securities at a specified date.
Repurchase Agreements must satisfy the following criteria or be approved by MBIA.
1. Repos must be between the municipal entity and a dealer bank or securities firm
a. Primary dealers on the Federal Reserve reporting dealer list which are rated A or better
by S&P and Moody's, or
b. Banks rated "A" or above by S&P and Moody's.
2. The written repo contract must include the following:
a. Securities which are acceptable for transfer are:
D-3
(1) Direct U.S. governments, or
(2) Federal agencies backed by the full faith and credit of the U.S. government (and
FNMA and FHLMC)
b. The term of the repo may be up to 30 days
c. The collateral must be delivered to the trustee (if Trustee is not supplying the collateral)
or third party acting as agent for the Trustee (if the Trustee is supplying the collateral)
before/simultaneous with payment (perfection by possession of certificated securities).
d. Valuation of Collateral:
(1) The securities must be valued weekly, marked-to market at current market price
plus accrued interest
(2) The value of collateral must be equal to 104% of the amount of cash transferred
by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If
the value of securities held as collateral slips below 104% of the value of the cash transferred by
municipality, then additional cash and/or acceptable securities must be transferred. If, however,
the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal
105%.
3. Legal opinion which must be delivered to the municipal entity:
a. Repo meets guidelines under State law for legal investment of public funds.
L. Investments with the state treasurer in the pooled investment fund for the collective investment of
public funds in the State authorized to be Created by Title 35, Chapter 2, Article 2, Section 35-326, Arizona Revised
Statutes as amended.
"Event of Bankruptcy" means the filing of a petition in bankruptcy by or against the specified Person under
the United States Bankruptcy Code.
"Interest Fund" means the Interest Fund created in the Indentures.
"Maximum Annual Debt Service" means, at the time of computation, the greatest Annual Debt Service
Requirement for the then-current or any succeeding fiscal year.
"Moody's"means Moody's Investors Service.
"Outstanding Bonds, " "Bonds outstanding" or "outstanding" as applied to the Bonds, means, as of the
applicable date, all Bonds which have been authenticated and delivered, or which are being delivered by the Trustee
under the Indentures, except: (a) Bonds cancelled upon surrender, exchange or transfer, or cancelled because of
payment or redemption on or prior to that date; (b) Bonds, or the portion thereof, for the payment, redemption or
purchase for cancellation of which sufficient moneys have been deposited and credited with the Trustee or any
Paying Agents on or prior to that date for that purpose (whether upon or prior to the maturity or redemption date of
those Bonds); provided, that if any of those Bonds are to be redeemed prior to their maturity, notice of that
redemption shall have been given or arrangements satisfactory to the Trustee shall have been made for giving notice
of that redemption, or waiver by the affected Owners of that notice satisfactory in form to the Trustee shall have
been filed with the Trustee; (c) Bonds, or the portion thereof, which are deemed to have been paid and discharged or
caused to have been paid and discharged pursuant to the provisions of the Indentures; and (d) Bonds in lieu of which
others have been authenticated under the Indentures.
"Owner" or "Bondowner" or "Owner of a Bond" means the Person in whose name a Bond is registered on
the Bond register.
D-4
"Paying Agent" means the Trustee, until a successor Paying Agent shall have become such in accordance
with the Indentures.
"Person " or words importing persons mean firms, associations, partnerships (including without limitation,
general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental
bodies, other legal entities and natural persons.
"Principal Payment Date" or "Principal Payment Dates" means, as to the Series 2008 Bonds, January 1
and July 1 in the years specified in the Series 2008 Supplemental Indenture for the stated amount of principal to be
retired at maturity, or any other date on which the principal of the Series 2008 Bonds is payable as a result of
redemption, optional or mandatory.
"Qualified Surety Bond" means a surety bond issued by an insurance company rated in the highest rating
category by Standard & Poor's Corporation, a division of The McGraw-Hill Companies, or Moody's Investors
Service and if rated by A.M. Best & Company, rated in the highest rating category by A.M. Best & Company.
"Registrar" means the Trustee, until a successor Registrar shall have become such pursuant to applicable
provisions of the Indentures.
"Record date" means, with respect to any Bond, the 15th day of the calendar month next preceding an
Interest Payment Date applicable to that Bond.
"Reserve Fund" means the Reserve Fund created pursuant to the Indentures.
"Reserve Requirement" means as to the Series 2008 Bonds, the least of (i) an amount equal to 10% of the
stated principal amount thereof, (ii) the Maximum Annual Debt Service for the Series 2008 Bonds for any fiscal
year and (iii) 125% of the average Annual Debt Service for the Series 2008 Bonds for any fiscal year. The Reserve
Requirement may be satisfied by cash, a Qualified Surety Bond, or a combination of these two.
"Revenue Fund" means the Revenue Fund created pursuant to the Indentures.
"Revenues" means (a) the rental payments due pursuant to the Town Leases, (b) all other moneys received
or to be received by the Corporation or the Trustee in respect of the Town Leases, including without limitation,
moneys and investments in the Bond Retirement Fund, and (c) all income and profit from the investment of the
foregoing moneys.
"Series 2008 Acquisition and Construction Fund" means the Acquisition and Construction Fund created in
the Series 2008 Supplemental Indenture.
"Series 2008 Costs of Acquisition and Construction " means all items of expense directly or indirectly
relating to the cost of designing, acquiring, constructing and equipping the Project, including, but not limited to, the
following:
(a) Costs previously or hereafter incurred by the Corporation in connection with the designing,
acquiring, constructing and equipping of the Projects.
(b) Expenses incurred by the Town for labor, services, materials and supplies used or furnished in
acquiring, constructing and equipping the Projects.
(c) Fees paid by the Town for legal, design, architectural, engineering, construction management,
consulting and supervisory services with respect to the Projects, including, without limitation, the cost of preparing
or obtaining plans and specifications, working drawings, bids, appraisals, approvals, permits and inspections.
(d) Expenses incurred by the Town in seeking to enforce any remedy against any contractor,
subcontractor, materialman, vendor, supplier or surety in respect of any default under a contract relating to
constructing and equipping the Projects.
D-5
(e) Any sums required to reimburse the Town for advances made by it for any of the above items.
"S&P"means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc.
"Special Record Date" means, with respect to any Series 2008 Bond, the date established by the Trustee in
connection with the payment of overdue interest on that Bond pursuant to the Indentures.
"Supplemental Indentures" means the Series 2008 Supplemental Indenture and any other indenture
supplemental to the Indentures entered into between the Corporation and the Trustee in accordance with the
provisions of the Indentures.
SUMMARY OF CERTAIN PROVISIONS OF THE SERIES 2008 TOWN LEASE
The following, along with the information included under the heading "THE SERIES 2008 BONDS -
Securiry and Sources of Payment, " is a summary of certain provisions of the Series 2008 Town Lease, to which
reference is hereby made for a more complete description of its terms.
General
The Series 2008 Town Lease is between the Corporation, as lessor, and the Town, as lessee, and provides
for the ground lease and leaseback or extension of lease of the Leased Property to the Town for a term commencing
as of June 1, 2008* and continuing until July 1, 20_*, or such later date as of which the Series 2008 Bonds are
deemed paid and discharged pursuant to the Indentures. The Series 2008 Town Lease may be terminated by the
Town upon payment or provision for payment and discharge of all the Series 2008 Bonds.
Rent
As rental payments, the Town will pay to the Corporation the amounts necessary to permit the Corporation to make
timely payment of the debt service on the Series 2008 Bonds, to restore the Reserve Fund to an amount equal to the
Reserve Requirement with respect to the Series 2008 Bonds or, if the Series 2008 Agreement is in effect and the
Series 2008 Insurer is not in default thereunder [???J, instead to pay amounts due pursuant to the Series 2008
Agreement with respect to the Series 2008 Debt Service Reserve Fund Surety Bond [???J and to pay all other
amounts required to be paid by the Corporation to the Trustee pursuant to the Indentures with respect to the Series
2008 Bonds. Such rental payments will be paid directly to the Trustee for and on behalf of the Corporation. When
the Series 2008 Bonds and other obligations pursuant to the Indentures have been fully paid or provided for, the
Town will have no further obligation to make such payments pursuant to the Series 2008 Town Lease.
The rental payments payable pursuant to the Series 2008 Town Lease will be an absolute net return to the
Corporation, free from any expenses and charges with respect to the Leased Property or the income therefrom.
Other Payments
The Town will pay or cause to be paid punctually when due and payable all property taxes, income taxes,
gross receipts taxes, business and occupation taxes, occupational license taxes, water charges, sewer charges,
assessments (including, but not limited to assessments for public improvements or benefits) and all other
governmental taxes and charges of every kind and nature which at any time prior to the expiration or termination of
the Series 2008 Town Lease will be or become due and payable by the Corporation or the Town and which will be
levied, charged, assessed or imposed:
(i) upon or with respect to the Corporation, or which will be or become liens upon the
Leased Property or any interest of the Corporation or the Town therein or under the Series 2008 Town Lease;
* Subject to change.
D-6
(ii) upon or with respect to the possession, operation, management, maintenance, alteration,
repair, rebuilding, use or occupancy by the Town of the Leased Property, or any portion thereof; or
(iii) upon any transaction or any document to which the Town is a party creating or
transferring an interest or an estate in or to the Leased Property.
The Town will furnish to the Corporation promptly, upon request, proof of the payment of any such tax,
charge or assessment which is payable by the Town pursuant to the Series 2008 Town Lease. It will not be a breach
of the Series 2008 Town Lease if the Town fails to pay any such tax, charge or assessment during any period or
periods in which the Town, in good faith, or the Corporation, will be contesting the amount or validity of such tax,
charge or assessment. The Corporation will, if requested by the Town, contest the amount or validity of any such
tax, charge or assessment, and the Town will pay the costs of the Corporation therefor.
The Town will pay, when due, all sums of money that may become due for or purporting to be for, any
labor, services, materials, supplies or equipment alleged to have been furnished or to be furnished to or for the Town
in, upon or about the Leased Property and which may be secured by any mechanics', materialmen's or other lien
against the Leased Property or the interest of the Corporation therein, and will cause each such lien to be fully
discharged and released at the time of performance of any obligation secured by any such lien as such obligation
matures or becomes due, provided, however, that if the Town desires to contest any such lien the Town may do so,
but notwithstanding any such contest, if any such lien shall be reduced to final judgment and such judgment or such
process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and such stay thereafter
expires, then and in any such event the Town will forthwith pay and discharge such judgment.
The Town will pay or cause to be paid all charges for gas, water, steam, electricity, light, heat, power,
telephone or other utility service furnished to or used in connection with the Leased Property. The Corporation will
not be required to furnish to the Town any gas, water, sewer, electricity, light, heat, power, telephone or other utility
service of any kind nor will the Corporation be required to pay for any such charges or services.
The Town will, at its own cost and expense, during the term of the Series 2008 Town Lease, keep the
Leased Property in good repair and condition, ordinary wear and tear excepted and will repair, renew or replace any
portion of such improvements that shall have lost its usefulness due to damage, destruction, deterioration, or
obsolescence. Failure of the Town to faithfully observe this covenant will constitute a breach of the Series 2008
Town Lease, and the Corporation will have reasonable rights of inspection for the purpose of determining the
performance by the Town of the obligations of the Town pursuant to the Series 2008 Town Lease.
The Town will cause the Leased Property to be insured against loss or damage by fire, explosion and other
hazards customarily insured under extended coverage, in an amount not less than the full insurable value of such
property, and maintain other insurance on the business and properties of the Town with respect to loss, damage,
liability and other claims of the kind customarily insured against by similarly situated municipal corporations. All
such insurance will be carried with financially sound and reputable insurance companies authorized to issue such
policy or insure such risk in the State. Each policy will contain provisions, if available, that written notice of
cancellation or substantial modification thereof will be given to the Corporation and the Trustee at least thirty (30)
days, or the greatest available period shorter than thirty (30) days prior to such cancellation or modification. The
Town may obtain blanket policies covering one or more risks of the minimum coverages required herein are met and
all buildings located on the Leased Property are covered to their full insurable value.
All the amounts payable pursuant to or with respect to the purposes of the foregoing paragraphs are payable
from the same sources from which the rental payments are payable pursuant to the Series 2008 Town Lease.
Remedies Upon Default
Upon the nonpayment of the whole or any part of the rental payments when the same are to be paid or upon
violation by the Town of any other covenant or provision of the Series 2008 Town Lease, and if such default has not
been cured (i) in the case of nonpayment of rental payments due thereunder, within five (5) days, and (ii) in the case
of the breach of any other covenant or provision thereof within thirty (30) days, after notice in writing from the
Corporation specifying such default, then the Corporation may bring an action for the recovery of any of such rental
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payments due (but not for rental payments accruing) or for damages for breach and may pursue any other remedy
which taw affords, except that the remedy of specific performance shall also be available.
The Corporation, upon the bringing of a suit to collect the payments in default, may have a receiver
appointed of the Excise Taxes, with such powers as the court making such appointment confers. (The Town
consents irrevocably to such appointment pursuant to the Series 2008 Town Lease.)
The Corporation will in no event be in default in the performance of any of the obligations of the
Corporation pursuant to the Series 2008 Town Lease (other than the obligation to make the rental payments required
thereby) unless the Corporation has failed to perform such obligations within thirty (30) days or such additional time
as is reasonably required to correct any such default after notice by the Town to the Corporation and to the Trustee
properly specifying wherein the Corporation has failed to perform any such obligation. So long as any of the Series
2008 Bonds are outstanding the Town will have no right to abate or offset the payments of rental payments to be
made by the Town as a result of a default by the Corporation. In the event of default by the Corporation, the
Corporation agrees that specific performance may be had and that the Town will not be limited to a remedy for
damages.
Except as expressly provided in the Series 2008 Town Lease, the Series 2008 Town Lease will not
terminate or be affected in any manner by reason of the condemnation, destruction or damage, in whole or in part, or
by reason of the unusability, commercial frustration of purpose or abandonment of, the Leased Property or the
Project or failure to complete provision of the Project, and, except as expressly provided in the Series 2008 Town
Lease, the rental payments will be absolute and unconditional, will not be subject to any defense, counterclaim or
repayment and will be paid by the Town in accordance with the terms, covenants and conditions of the Series 2008
Town Lease without abatement, diminution or reduction.
Refinancing, Refunding, Redemption and Purchase of Bonds
Upon notice to the Corporation, the Town may request that the Corporation refinance or prepay, as the case
may be, the Series 2008 Bonds by refinancing or prepaying the Series 2008 Bonds, subject to the provisions of the
Indentures. The Corporation will use its best efforts to so refinance or prepay the Series 2008 Bonds.
The Town will have the right to pay rental payments in advance and may specify that such payments be
placed in the Bond Retirement Fund. In addition, if at any time the amount in the Revenue Fund exceeds, in the
opinion of the Trustee, the amount necessary for the current debt service on the Series 1997 Bonds, the Series 2003
Bonds, the Series 2004 Bonds and the Series 2008 Bonds then outstanding and the fees, charges and expenses of the
Trustee and the Registrars and Paying Agents pursuant to the Indentures, such excess will, at the request of the
Town, be transferred to and paid over into the Bond Retirement Fund. At the request of the Town, the Corporation
will cause the amount contained in the Bond Retirement' Fund from time to time to be used on any redemption date
authorized in the Indentures to retire all or any portion of the Series 2008 Bonds, or if, before Series 2008 Bonds are
subject to redemption, the Series 2008 Bonds may be obtained in the open market at a cost equal to or below par, or,
after Series 2008 Bonds are subject to redemption, the Series 2008 Bonds may be so obtained at a price below the
cost of redemption, then, upon the request of the Town, the Corporation will cause amounts contained in the Bond
Retirement Fund to be used to purchase Series 2008 Bonds in the open market for the purpose of cancellation. At
such time or times as Series 2008 Bonds are redeemed or purchased pursuant to the Series 2008 Town Lease, the
rental payments to be paid by the Town will be adjusted in such manner as to provide for the debt service on the
remaining Series 2008 Bonds.
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURES
The following, along with the information included under the heading "THE SERIES 2008 BONDS" is a
summary of certain provisions in the Indentures, to which reference is hereby made for a more complete description
of its terms.
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Pledge and Assignment
Pursuant to the Series 2008 Supplemental Indenture, the Corporation pledges and assigns to the Trustee alt
its right, title and interest in and to the Series 2008 Town Lease and all payments to be made thereunder except for
certain rights to payment of expenses, indemnification, reimbursement, receiving notices and giving and
withholding consent. Such rights of the Corporation are assigned to the Trustee to secure the payment of the debt
service on the Series 2008 Bonds.
Establishment of Funds
The following are established under the Indentures as separate deposit accounts (except when invested as
hereinafter set forth) in the custody of the Trustee: (i) Revenue Fund, (ii) Interest Fund, (iii) Bond Retirement Fund,
(iv) Reserve Fund, (v) Series 2008 Acquisition and Construction Fund and (vi) Costs of Issuance Fund.
Receipt of Revenues
The rental payments to be paid by the Town pursuant to the terms of the Series 2008 Town Lease are
assigned by the Corporation to the Trustee so that such amounts will be paid by the Town directly to the Trustee,
and the Trustee will credit such amounts to the Revenue Fund. If at any time the amounts in the Revenue Fund
exceed, in the sole opinion of the Trustee, the amount necessary for the current debt service on all Bonds then
outstanding, including administration costs and expenses, and the Town is not then in default under the Town Leases
such excess will constitute a credit to the Town on the next succeeding installments of amount due or to become due
under the Town Leases, provided, however, that the Town may exercise its prepayment rights under the Town
Leases, in which event such excess funds will be transferred to and paid over into the Bond Retirement Fund. The
aforesaid credit or transfer will be made by the Trustee no less frequently than annually.
Flow of Funds
Revenue Fund. The Trustee will transfer from the Revenue Fund the following amounts at the time and in
the manner hereinafter provided, applying amounts in the Revenue Fund to the setting aside of money for the
foregoing funds to the extent available in the following order or priority, to-wit:
(1) Interest Fund: On each Interest Payment Date, the Trustee shall deposit in the Interest Fund an
amount equal to the amount of the interest becoming due and payable on the outstanding Bonds on the next Interest
Payment Date, and each such deposit shall be made so that adequate moneys for the payment of interest will be
available in such fund on each date that interest payments are to be made under the Indentures. Money in the Interest
Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it
shall become due and payable.
(2) Bond Retirement Fund: On each Principal Payment Date, the Trustee shall deposit in the Bond
Retirement Fund solely for the purpose of paying the principal of the Bonds as each amount shall become due and
payable, on or before the dates when such amounts will become due and payable, the amounts due to mature on such
date whether because of stated maturity or mandatory redemption.
(3) Reserve Fund: Monthly, commencing on the 1st day of the month following a payment made
from the Reserve Fund with respect to the Series 2008 Bonds, the Trustee will, to the extent of legally available
funds therefor, deposit into the Reserve Fund as hereafter described an amount equal to the amount required to
restore the Reserve Fund to an amount equal to the Reserve Requirement for the Series 2008 Bonds. No deposit
need be made into the Reserve Fund with respect to the Series 2008 Bonds if the amount of money and the amount
available pursuant to the Series 2008 Debt Service Reserve Fund Surety Bond contained therein is at least equal to
an amount equal to the Reserve Requirement for the Series 2008 Bonds. If and to the extent that money has also
been deposited in the Reserve Fund, all such money shall be used (or investments purchased with such money shall
be liquidated and the proceeds applied as required) prior to any drawing under a Qualified Surety Bond. If and to the
extent that more than one Qualified Surety Bond is credited to the Reserve Fund in lieu of money, drawings under
such Qualified Surety Bonds (and repayment or reimbursement of amounts with respect to such Qualified Surety
Bonds as hereinafter described) shall be made on a pro rata basis (calculated by reference to the policy limits or
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maximum amounts available thereunder) after applying all available cash in the Reserve Fund. Except for the
hereinafter described withdrawals, amounts in the Reserve Fund will be used and withdrawn solely for the purpose
of paying the interest on or principal of the Series 2008 Bonds in the event that no other money of the Corporation is
available therefor or for the retirement of all the Bonds then outstanding. In the event that there is insufficient money
in the Reserve Fund available for the payment of the principal of and interest on the Series 2008 Bonds, then in that
event the Trustee is authorized and directed to deliver to the Series 2008 Insurer, at least three (3) days prior to the
date on which the funds are required, a Series 2008 Demand For Payment in order to effect payment of the principal
of and interest on the Series 2008 Bonds pursuant to the terms of the Series 2008 Debt Service Reserve Fund Surety
Bond. If on July 15 of any year the amount in the Reserve Fund exceeds an amount equal to the Reserve
Requirement for the Series 2008 Bonds and if the Corporation is not then in default under the Indentures, the
Trustee will withdraw the amount of any such excess from such fund and will apply such amount, first and on a pro
rata basis, to pay amounts due with respect to any Qualified Surety Bond, including by paying the applicable pro
rata amount to reimburse the Series 2008 Insurer for any payments made by the Series 2008 Insurer under the Series
2008 Debt Service Reserve Fund Surety Bond until the Series 2008 Surety Bond Coverage equals the Series 2008
Surety Bond Limit, and second, as a deposit to the Revenue Fund.
Application of Bond Proceeds
The Corporation will deposit with the Trustee all of the proceeds of the sale of the Series 2008 Bonds and
upon receipt of such proceeds and after depositing amounts necessary pursuant to the Escrow Trust Agreement to
refund the Bonds Being Refunded the Trustee will: (a) deposit to the credit of the Interest Fund the accrued interest
on the Series 2008 Bonds from their date to the date of their delivery to the Original Purchaser plus an amount of
capitalized interest; (b) deposit to the credit of the Costs of Issuance Fund an amount sufficient to pay the Costs of
Issuance and (c) deposit to the credit of the Series 2008 Acquisition and Construction Fund the balance of the
proceeds of the sale of the Series 2008 Bonds. See "SOURCES AND USES OF FUNDS."
Disbursements from Acquisition and Construction Fund and Costs of Issuance Fund
The Trustee will hold the amounts in the Series 2008 Acquisition and Construction Fund for the benefit of
the Corporation to be used to pay the Series 2008 Costs of Acquisition and Construction and amounts in the Costs of
Issuance Fund for the benefit of the Corporation to be used to pay the Costs of Issuance, in each case upon the
written requisition of the Town.
Investment of Funds
Substantially all money in any of the funds established by the Trustee will be invested and reinvested by
the Trustee, at the direction of the Town, so long as the Town is not in default under the Town Leases, in Eligible
Investments. Such investments will mature or be redeemable at the option of the Trustee at the times and in the
amounts necessary to provide moneys to pay Bond Service Charges as they become due. Any losses on such
investments are to be made up by the Town to the extent necessary to meet the Bond Service Charges and to pay the
Trustee's and any Paying Agent's fees and expenses; and any money paid to the Trustee by the Town for such
purpose will be deposited in the fund or funds with respect to which, and to the extent that, such losses were
incurred.
Additional Bonds
The Corporation may establish one or more issues of Additional Bonds on a parity with the Bonds and may
issue and deliver such Additional Bonds, in such principal amount as may be determined by the Corporation, subject
to the following specific conditions which are made conditions precedent to the issuance of such Additional Bonds:
(a) such Additional Bonds shall have been authorized to finance or refinance the cost of acquiring,
constructing, reconstructing or improving buildings, equipment and other real and personal properties suitable for
use by and for leasing to the Town or its agencies or instrumentalities, or for refinancing or advance refunding of
Bonds and the issuance thereof shall have been determined and declared by the Corporation, by appropriate
resolution, to be necessary for that purpose;
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(b) the Corporation shall be in compliance with all covenants and undertakings set forth in the Town
Leases and in the Indentures, as either or both may have been supplemented;
(c) the resolution authorizing issuance of such Additional Bonds requires that the proceeds of the sale
of such Additional Bonds shall be applied solely for one or more of the purposes set forth in (a) above and expenses
and costs incidental thereto, including costs and expenses incident to the issuance and sale of such Additional Bonds
and the costs of any premium relating to insurance on the Additional Bonds or on any debt service reserve fund
therefor, and, if desired, a reasonable debt service reserve fund for the protection of the owners of the Additional
Bonds and interest on said Additional Bonds during the actual period of any acquisition and construction of such
facilities, and for a period of not to exceed six (6) months thereafter;
(d) such Additional Bonds shall be equally and ratably secured with the Series 1997 Bonds, the Series
2003 Bonds, the Series 2004 Bonds and the Series 2008 Bonds, without preference or priority of any of the Bonds
over any other Bonds, except as expressly provided in the Indentures, as supplemented;
(e) the Corporation shall have entered into a revised agreement with the Town, or shall have amended
the Base Town Lease, in and by which the Town obligates itself in the manner therein provided to increase the
payments or to make such payments to the Corporation at the times and in amounts sufficient to provide for the
payment of principal and interest on such Additional Bonds as such principal and interest become due and
(f) the Excise Taxes collected in the next preceding fiscal year shall have amounted to at least three
(3.0) times the highest combined interest and principal requirements for any succeeding twelve (12) months' period
for all of the Bonds then outstanding and any obligations issued on parity of lien therewith as provided in the Town
Leases which may include any Additional Bonds so proposed to be secured by a pledge of the Excise Taxes.
Events of Default and Remedies
The following events constitute events of default under the Indentures:
(a) Payment of any interest on any Bond shall not be made when and as that interest shall become due
and payable;
(b) Payment of the principal of or any premium on any Bond shall not be made when and as that
principal or premium shall become due and payable, whether at stated maturity, by redemption, or otherwise;
(c) Failure by the Corporation to observe or perform any other covenant, agreement or obligation on
its part to be observed or performed contained in the Indentures or in the Bonds, which failure shall have continued
for a period of sixty (60) days after written notice of such failure, by registered or certified mail, shall have been
given to the Corporation and the Town, requiring that it be remedied, which notice may be given by the Trustee in
its discretion and shall be given by the Trustee at the written request of the Owners of not less than twenty-five
(25%) in aggregate principal amount of any series of Bonds then outstanding;
(d) The occurrence and continuance of any.default as defined in the Series 2008 Town Lease or the
Series 2008 Agreement, and
(e) The occurrence of an Event of Bankruptcy as to the Corporation or the Corporation shall: (i)
commence a proceeding under any federal or state insolvency, reorganization or similar law, or have such a
proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have
the proceeding remain undismissed and unstayed for 90 days or (ii) have a receiver, conservator, liquidator or trustee
appointed for it or for the whole or any substantial part of its property. (The declaration of an event of default under
the Indentures and the exercise of remedies upon any such declaration shall be subject to any applicable limitations
of federal or State law affecting or precluding such declaration or exercise during the pendency of or immediately
following any liquidation or reorganization proceedings.)
The Trustee, on the occurrence and continuance of any Event of Default, may, and upon the written request
of the Owners of at least twenty-five (25%) in principal amount of each series of the Bonds outstanding shall,
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exercise any available remedies to enforce the payment of Bond Service Charges or the observance and performance
of any other covenant, agreement or obligation under the Indentures, the Town Leases or any other instrument
providing security, directly or indirectly, for the Bonds.
Anything to the contrary in the Indentures notwithstanding, the Owners of a majority in aggregate principal
amount of each series of the Bonds then outstanding will have the right at any time to direct, by an instrument or
document or instruments or documents in writing executed and delivered to the Trustee, the method and place of
conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of the
Indentures or any other proceedings thereunder: provided, that (i) any direction shall not be other than in accordance
with the provisions of law and of the Indentures, (ii) the Trustee will be indemnified as provided in the Indentures
and (iii) the Trustee may take any other action which it deems to be proper and which is not inconsistent with the
direction.
An Owner will not have any right to institute any suit, action or proceeding for the enforcement of the
Indentures, for the execution of any trust thereof or for the exercise of any other remedy thereunder, unless:
(i) there has occurred and is continuing an event of default of which the Trustee has been
notified, as provided in the Indentures or of which it is deemed to have notice thereunder;
(ii) the Owners of at least 25% in aggregate principal amount of a series of Bonds then
outstanding shall have made written request to the Trustee and shall have afforded the Trustee reasonable
opportunity to proceed to exercise the remedies, rights and power granted in the Indentures or to institute the suit,
action or proceeding in its own name, and shall have offered indemnity to the Trustee as provided in the Indentures
and
(iii) the Trustee thereafter shall have failed or refused to exercise the remedies, rights and
powers granted in the Indentures or to institute the suit, action or proceeding in its own name.
At the option of the Trustee, that notification (or notice), request, opportunity and offer of indemnity are
conditions precedent, in every case, to the institution of any suit, action or proceeding described above.
No one or more Owners of the Bonds will have any right to affect, disturb or prejudice in any manner
whatsoever the security or benefit of the Indentures by its or their action or to enforce, except in the manner
provided in the Indentures, any remedy, right or power pursuant to the Indentures. Any suit, action or proceedings
will be instituted, had and maintained in the manner provided in the Indentures for the benefit of the Owners of all
Bonds then outstanding. Nothing in the Indentures will affect or impair, however, the right of any Owner to enforce
the payment of the Bond Service Charges on any Bond owned by that Owner at and after the maturity thereof, at the
place, from the sources and in the manner expressed in that Bond.
Application of Moneys
After payment of any costs of collection, any moneys received by the Trustee pursuant to any right given or
action taken under the Indentures or the Town Leases will be applied by the Trustee as follows:
First - to the payment to the Owners entitled thereto of all installments of interest then due on the Bonds, in
the order of the dates of maturity of the installments of that interest, beginning with the earliest date of maturity and,
if the amount available is not sufficient to pay in full any particular installment, then to the payment thereof ratably,
according to the amounts due on that installment, to the Owners entitled thereto, without any discrimination or
privilege, except as to any difference in the respective rates of interest specified in the Bonds; and
Second - to the payment to the Owners entitled thereto of the unpaid principal of any of the Bonds which
shall have become due (other than Bonds previously called for redemption for the payment of which moneys are
held pursuant to the provisions of the Indentures), whether at stated maturity, by redemption or pursuant to any
mandatory sinking fund requirements, in the order of their due dates, beginning with the earliest due date, with
interest on those Bonds from the respective dates upon which they became due at the rates specified in those Bonds,
and if the amount available is not sufficient to pay in full all Bonds due on any particular date, together with that
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interest, then to the payment thereof ratably, according to the amounts of principal due on that date, to the Owners
entitled thereto, without any discrimination or privilege, except as to any difference in the respective rates of interest
specified in the Bonds.
Whenever moneys are to be applied pursuant to the provisions of the Indentures, those moneys will be
applied at such times, and from time to time, as the Trustee will determine, having due regard to the amount of
moneys available for application and the likelihood of additional moneys becoming available for application in the
future. Whenever the Trustee shall direct the application of those moneys, it will fix the date upon which the
application is to be made, and upon that date, interest will cease to accrue on the amounts of principal, if any, to be
paid on that date, provided the moneys are available therefor. The Trustee will give notice of the deposit with it of
any moneys and of the fixing of that date, all consistent with the requirements of the Indentures for the
establishment of, and for giving notice with respect to, a Special Record Date for the payment of overdue interest.
The Trustee will not be required to make payment of principal of and any premium on a Bond to the Owner thereof
until the Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if it is paid fully.
Termination of Proceedings
In case the Trustee will have proceeded to enforce any remedy, right or power under the Indentures in any
suit, action or proceedings and the suit, action or proceedings will have been discontinued or abandoned for any
reason or will have been determined adversely to the Trustee, the Corporation, the Trustee and the Owners will be
restored to their former positions and rights under the Indentures, respectively, and all rights, remedies and powers
of the Trustee will continue as if no suit, action or proceedings had been taken.
Waivers of Events of Default
Except as hereinafter provided, at any time, in its discretion, the Trustee may waive any event of default
pursuant to the Indentures and its consequences. The Trustee will do so upon the written request of the Owners of:
(i) at least a majority in aggregate principal amount of all Bonds then outstanding in respect
of which an Event of Default in the payment of Bond Service Charges exists or
(ii) at least 25% in aggregate principal amount of each series of Bonds then outstanding in
the case of any other event of default.
There shall not be so waived, however, any Event of Default described in paragraphs (a), (b) or (e) under
the heading "Events of Default and Remedies." In the case of the waiver or in case any suit, action or proceedings
taken by the Trustee on account of any event or default has been discontinued, abandoned or determined adversely
to it, the Corporation, the Trustee, and the Owners will be restored to their former positions and rights under the
Indentures, respectively. No waiver will extend to any subsequent or other event of default or impair any right
consequent thereon.
Trustee
Before taking certain actions pursuant to the Indentures, the Trustee may require that a satisfactory
indemnity bond or other assurances be furnished to it for the reimbursement of all expenses which it may incur and
to protect it against all liability (including, without limitation, any and all environmental liability) by reason of any
action so taken, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct
Such other assurances may include evidence satisfactory to the trustee that it will not incur liability by reason of any
action taken pursuant to the Indentures.
Unless otherwise provided, all moneys received by the Trustee under the Indentures will be held in trust for
the purposes for which those moneys were received, until those moneys are used, applied or invested; provided, that
those moneys need not be segregated from other moneys, except to the extent required by the Indentures or by law.
The Trustee may intervene on behalf of the Owners, and shall intervene if requested to do so in writing by the
Owners of at least twenty-five percent (25%) of the aggregate principal amount of a series of Bonds then
outstanding, in any judicial proceeding to which the Corporation or the Town is a party and which in the opinion of
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the Trustee and its counsel has a substantial bearing on the interests of Owners of the Bonds. The rights and
obligations of the Trustee are subject to the approval of that intervention by a court of competent jurisdiction. The
Trustee may require that a satisfactory indemnity bond be provided to it in accordance with the Indentures before it
takes action thereunder.
The Trustee may resign at any time by giving written notice of the resignation to the Corporation, the
Town, the Registrar, any Paying Agents and the original purchaser of each series of Bonds then outstanding, by
mailing written notice of the resignation to such parties and to the Owners as their names and addresses appear on
the register for the Bonds at the close of business fifteen (15) days prior to the mailing. The resignation shall take
effect upon the appointment of a successor Trustee.
The Trustee may be removed at any time by an instrument or document or concurrent instruments or
documents in writing delivered to the Trustee, with copies thereof mailed to the Corporation, the Registrar and any
Paying Agents, and signed by or on behalf of the Owners of not less than a majority in aggregate principal amount
of the Bonds then outstanding. The Trustee also may be removed at any time for any breach of trust or for acting or
proceeding in violation of, or for failing to act or proceed in accordance with, any provision of the Indentures with
respect to the duties and obligations of the Trustee by a court of competent jurisdiction upon the application of the
Corporation or the Owners of not less than twenty percent (20%) in aggregate principal amount of the Bonds then
outstanding under the Indentures.
If the Trustee resigns, is removed, is dissolved or becomes otherwise incapable of acting, the Trustee is
taken under control of any public officer or officers, or a receiver is appointed for the Trustee by a court, then a
successor Trustee will be appointed by the Corporation; provided, that if a successor Trustee is not so appointed
within ten (10) days after a notice of resignation or an instrument or document of removal is received by the
Corporation, or the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is
appointed, in each case, as provided above, then, so long as the Corporation has not appointed a successor Trustee,
the Owners of a majority in aggregate principal amount of each series of Bonds then outstanding may designate a
successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on
behalf of those Owners. If no appointment of a successor Trustee is made pursuant to the foregoing provisions, the
Owner of any Bond outstanding or any retiring Trustee may apply to any court of competent jurisdiction to appoint a
successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Trustee.
Every successor Trustee (i) must be a trust company or a bank having the powers of a trust company, (ii)
must be in good standing within the State, (iii) must be duly authorized to exercise trust powers within the State, (iv)
must have a reported capital and surplus of not less than $75,000,000, (v) must be willing to accept the trusteeship
under the terms and conditions of the Indentures, and (vi) must be acceptable to the insurer of the Series 1997
Bonds, the insurer of the Series 2003 Bonds, the insurer of the Series 2004 Bonds and the Series 2008 Insurer.
Every successor Trustee appointed must execute and acknowledge, and will deliver to its predecessor and the
Corporation, an instrument in writing accepting the appointment. Thereupon, without any further act, the successor
will become vested with all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions,
privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of its predecessor. Upon
the written request of its successor or the Corporation, the predecessor Trustee (i) will execute and deliver an
instrument or document transferring to its successor all of the trusts, properties, remedies, powers, rights, duties,
obligations, discretions, privileges, claims, demands, cause of action, immunities, estates, titles, interests and liens of
the predecessor Trustee and (ii) will take any other action necessary to duly assign, transfer and deliver to its
successor all property (including without limitation, all securities and moneys) held by it as Trustee.
Notwithstanding the foregoing, the predecessor Trustee will not be required to transfer to its successor any rights of
indemnity to the predecessor Trustee for acts during the time the predecessor Trustee was acting as Trustee under
the Indentures. Should any instrument or document in writing from the Corporation be requested by any successor
Trustee for vesting and conveying more fully and certainly in and to that successor the trusts, properties, remedies,
rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles,
interests and liens vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee,
the Corporation will execute, acknowledge and deliver that instrument or document. In the event of a change in the
Trustee, the predecessor Trustee will cease to be custodian of any moneys which it may hold pursuant to the
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Indentures and will cease to be Registrar and Paying Agent for any of the Bonds, to the extent it served in any of
those capacities, and the successor Trustee will become custodian and, if applicable, Registrar and Paying Agent.
Supplemental Indentures
The Corporation and the Trustee, subject to the conditions and restrictions in the Indentures, may enter into
Supplemental Indentures for any one or more or all of the following purposes, without the consent of or notice to the
Owners of any Bonds: (a) to cure any ambiguity, inconsistency or formal defect or omission in the Indentures; (b) to
grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authority
that lawfully may be granted to or conferred upon the Owners or the Trustee; (c) to assign additional revenues under
the Indentures; (d) to accept additional security and instruments and documents of further assurance with respect to
the Bonds; (e) to add to the covenants, agreements and obligations of the Corporation under the Indentures, other
covenants, agreements and obligations to be observed for the protection of the Owners, or to surrender or limit any
right, power or authority reserved to or conferred upon the Corporation in the Indentures, including without
limitation, the limitation of rights of redemption so that in certain instances Bonds of different series will be
redeemed in some prescribed relationship to one another for the protection of the owners of a particular series of
Bonds; (f) to evidence any succession to the Corporation and the assumption by its successor of the covenants,
agreements and obligations of the Corporation under the Indentures, the Town Leases and the Bonds; (g) to make
necessary or advisable amendments or additions in connection with the issuance of Additional Bonds in accordance
with the provisions of the Indentures as do not adversely affect the interest of Owners of outstanding Bonds; (h) to
permit the use of a book entry system to identify the owner of an interest in an obligation issued by the Corporation
under the Indentures, whether that obligation was formerly, or could be, evidenced by a tangible security; (i) to
permit the Trustee to comply with any obligations imposed upon it by law; (j) to specify further the duties and
responsibilities of, and to define further the relationship among, the Trustee, the Registrar and any Paying Agents;
(k) to achieve compliance of the Indentures with any applicable federal securities or tax law; (1) to permit the use of
a Qualified Surety Bond to satisfy all or a portion of the Reserve Requirement and (m) to permit any other
amendment which, in the judgment of the Trustee, is not to the prejudice of the Trustee or the Owners. (The
provisions listed above as subsections (i) and (k) will not be deemed to constitute a waiver by the Trustee, the
Registrar, the Corporation or any Owner of any right which it may have in the absence of those provisions to contest
the application of any change in law to the Indentures or the Bonds.)
With the consent of the insurer of the Series 1997 Bonds, the insurer of the Series 2003 Bonds, the insurer
of the Series 2004 Bonds, the Series 2008 Insurer and the Owners of not less than a majority in aggregate principal
amount of each series of the Bonds at the time outstanding, the Corporation and the Trustee may enter into
Supplemental Indentures for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indentures or of any Supplemental Indenture; provided, however, that no such Supplemental
Indenture will permit:
(a) without the consent of the owner of each Bond so affected, (i) an extension of the maturity of the
principal of or the interest on any Bond, (ii) a reduction in the principal amount of any Bond or the rate of interest or
premium thereon, or (iii) a reduction in the amount or extension of the time of payment of any mandatory sinking
fund requirements, or
(b) without the consent of the Owners of all Bonds then outstanding, (i) the creation of a privilege or
priority of any Bond or Bonds over any other Bond or Bonds, or (ii) a reduction in the aggregate principal amount of
the Bonds required for consent to a Supplemental Indenture.
If the Corporation requests that the Trustee execute and deliver any Supplemental Indenture upon being
satisfactorily indemnified with respect to its expenses in connection therewith, the Trustee will cause notice of the
proposed execution and delivery of the Supplemental Indenture to be mailed by first class mail, postage prepaid, to
all Owners of Bonds then outstanding at the close of business on the fifteenth (15th) day preceding that mailing. The
Trustee will not be subject to any liability to any Owner by reason of the Trustee's failure to mail, or the failure of
any Owner to receive, such notice. Any failure of that nature will not affect the validity of the Supplemental
Indenture when there has been consent thereto as so provided. The notice will set forth briefly the nature of the
proposed Supplemental Indenture and will state that copies thereof are on file at the principal corporate trust office
of the Trustee for inspection by all Owners.
D-15
If the Trustee shall receive, within a period prescribed by the Corporation, of not less than sixty (60) days,
but not exceeding one (1) year, following the mailing of the notice, an instrument or document or instruments or
documents, in form to which the Trustee does not reasonably object, purporting to be executed by the Owners of not
less than a majority in aggregate principal amount of each series of Bonds then outstanding (which instrument or
document or instruments or documents shall refer to the proposed Supplemental Indenture in the form described in
the notice and specifically shall consent to the Supplemental Indenture in substantially that form), the Trustee will
execute and deliver the Supplemental Indenture in substantially the form to which reference is made in the notice as
being on file with the Trustee, without liability or responsibility to any Owner, regardless of whether that Owner
shall have consented thereto.
Any consent will be binding upon the Owner of the Bond giving the consent and, anything herein to the
contrary notwithstanding, upon any subsequent Owner of that Bond and of any Bond issued in exchange therefor
(regardless of whether the subsequent Owner has notice of the consent to the Supplemental Indenture). A consent
may be revoked in writing, however, by the Owner who gave the consent or by a subsequent Owner of the Bond by
a revocation of such consent received by the Trustee prior to the execution and delivery by the Trustee of the
Supplemental Indenture. At any time after the Owners of the required percentage of Bonds have filed their consents
to the Supplemental Indenture, the Trustee will make and file with the Corporation a written statement that the
Owners of the required percentage of Bonds have filed those consents. That written statement will be conclusive
evidence that the consents have been so filed.
If the Owners of the required percentage in aggregate principal amount of the bonds outstanding shall have
consented to the Supplemental Indenture, no Owner shall have any right (a) to object to (i) the execution or delivery
of the Supplemental Indenture, (ii) any of the terms and provisions contained therein, or (iii) the operation thereof,
(b) to question the propriety of the execution and delivery thereof, or (c) to enjoin or restrain the Trustee or the
Corporation from that execution or delivery or from taking any action pursuant to the provisions thereof.
Defeasance
Release of Indenture. If (i) the Corporation shall pay all of the outstanding Bonds, or shall cause them to
be paid and discharged, or if there otherwise shall be paid to the Owners of the outstanding Bonds all Bond Service
Charges due or to become due thereon, and (ii) provision also shall have been made for the payment of all other
sums payable under the Indentures or under the Town Leases, then the Indentures shall cease, determine and become
null and void and the covenants, agreements and obligations of the Corporation under the Indentures will be
released, discharged and satisfied.
Payment and Discharge of Bonds. All or any part of the Bonds will be deemed to have been paid and
discharged within the meaning of the Indentures, including without limitation, the above paragraph, if: (a) the
Trustee and any paying agents shall have received, in trust for and irrevocably committed thereto, sufficient moneys,
or (b) the Trustee shall have received, in trust for and irrevocably committed thereto, Defeasance Obligations which
are certified by an independent public accounting firm of national reputation to be of such maturities Or redemption
dates and interest payment dates, and to bear such interest, as will be sufficient, together with any moneys to which
reference is made in subparagraph (a) above, without further investment or reinvestment of either the principal
amount thereof or the interest earnings therefrom (which earnings are to be held likewise in trust and so committed,
except as provided in the Indentures), for the payment of all Bond Service Charges on those Bonds, at their maturity
or redemption dates, as the case may be, or if a default in payment shall have occurred on any maturity or
redemption date, then for the payment of all Bond Service Charges thereon to the date of the tender of payment;
provided, that if any of those Bonds are to be redeemed prior to the maturity thereof, notice of that redemption shall
have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of
that notice.
Any moneys held by the Trustee in accordance with the foregoing provisions of the Indentures may be
invested by the Trustee only in noncallable direct obligations of the United States of America having maturity dates,
or having redemption dates which, at the option of the owners of those obligations, will be not later than the date or
dates at which moneys will be required for the purposes described above. To the extent that any income or interest
earned by, Or increment to, the investments held under the Indentures is determined from time to time by the
Trustee to be in excess of the amount required to be held by the Trustee for the purposes of the Indentures, that
D-16
income, interest or increment will be transferred at the time of that determination in the manner provided in the
Indenture for transfers of amounts remaining in the Bond Retirement Fund.
Control by the Series 2008 Insurer
Anything in the Indentures to the contrary notwithstanding but only if the Series 2008 Agreement or the
Series 2008 Insurer's policy is in effect and the Series 2008 Insurer is not in default thereunder, upon the occurrence
and continuance of an event of default as defined therein, the Insurer will be entitled to control and direct the
enforcement of all rights and remedies granted to the Owners of the Series 2008 Bonds or the Trustee for the benefit
of the Owners of the Series 2008 Bonds under the Indentures, including, without limitation, approval of all waivers
of events of default. [???J
D-17
APPENDIX E
FORM OF APPROVING LEGAL OPINION
[Closing Date]
Town of Marana Municipal
Property Corporation
c/o Town of Marana, Arizona
13251 North Lon Adams Road
Marana, Arizona 85653
Re: Town of Marana Municipal Property Corporation Municipal Facilities Revenue Bonds,
Series 2008
We have examined the transcript of proceedings (the "Transcript") relating to the issuance of
$ ,000* principal amount of Municipal Facilities Revenue Bonds, Series 2008 of Town of Marana Municipal
Property Corporation (the "Corporation"), dated the date of initial authentication and delivery (the "Series 2008
Bonds"). The Series 2008 Bonds are issued to finance the design, acquisition, construction and equipping, as the
case may be, of extensions and additions to the sewer lines and interceptors in or to Silverbell Road and the Town
Airport, extensions and improvements to Camino de Marana and Dove Mountain Roads and improvements to
Cortaro Silverbell District Park and to refinance certain lease obligations for, the Town of Marana, Arizona (the
"Town"). The documents examined included an executed counterpart of each of the following: (i) the Amended
and Restated Town Lease and Series 1992 Town Lease, dated as of October 1, 1997, as amended by the First
Amendment to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of February 1, 2000, the
Operations Center Property Ground Lease and Second Amendment to Amended and Restated Town Lease and
Series 1992 Town Lease, dated as of April 1, 2002, and the Third Amendment to Amended and Restated Town
Lease and Series 1992 Town Lease, dated as of September, 1, 2003, and supplemented by the First Supplement to
Amended and Restated Town Lease and Series 1992 Town Lease, dated as of February 1, 2000, the Second
Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of September 1, 2003,
and the Third Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of August
1, 2004 (as so amended and supplemented, the "Base Town Lease"),by and between the Corporation and the Town;
(ii) the Combined Cortaro Silverbell District Park Ground Lease and Fourth Supplement to Amended and Restated
Town Lease and Series 1992 Town Lease, dated as of 1, 2008 (the "Series 2008 Town Lease"), by and
between the Corporation and the Town; (iii) the Trust Indenture, dated as of October 1, 1997, from the Corporation
to Wells Fargo Bank, National Association (formerly Norwest Bank Arizona, N.A. and Wells Fargo Bank Arizona,
N.A.), as trustee (the "Trustee"); (iv) the Series 2000 Supplemental Trust Indenture, dated as of February 1, 2000,
from the Corporation to the Trustee, (v) the Series 2003 Supplemental Trust Indenture, dated as of September 1,
2003, from the Corporation to the Trustee, (vi) the Series 2004 Supplemental Trust Indenture, dated as of August 1,
2004, from the Corporation to the Trustee, and (vii) the Series 2008 Supplemental Trust Indenture, dated as of
1, 2008 (the "Series 2008 Supplemental Indenture"), from the Corporation to the Trustee. In addition,
we have examined such other proceedings, proofs, instruments, certificates and other documents as well as such
other materials and such matters of law as we have deemed necessary or appropriate for the purposes of the opinions
rendered herein below.
* Subject to change. E-1
Town of Marana Municipal
Property Corporation
Page 2
Irt such examination, we have examined originals (or copies certified or otherwise identified to our
satisfaction) of the foregoing and have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and
the accuracy of the statements contained in such documents. As to any facts material to our opinion, we have, when
relevant facts were not independently established, relied upon the aforesaid documents contained in the Transcript.
Based upon such examination and upon the law existing on the date of this opinion, we are of the
opinion that:
1. The Series 2008 Bonds, the Series 2008 Town Lease and the Series 2008 Supplemental
Indenture are legal, valid, binding and enforceable in accordance with their respective terms, except that the binding
effect and enforceability thereof and the rights thereunder are subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally,
except to the extent that the enforceability thereof and rights thereunder may be subject to the exercise of judicial
discretion in accordance with general principles of equity and, as to the Series 2008 Town Lease, except to the
extent that the enforceability of the indemnification provisions thereof may be affected by applicable securities laws.
2. The Series 2008 Bonds constitute special obligations of the Corporation, and the
principal of and interest and any premium on the Series 2008 Bonds (collectively, "debt service"), unless paid from
other sources, are payable solely from the revenues and other moneys pledged and assigned pursuant to the Series
2008 Supplemental Indenture to secure that payment. Those revenues and other moneys include payments required
to be made by the Town pursuant to the Series 2008 Town Lease, and the obligation of the Town to make those
payments is secured by a pledge of Town sales tax, State shared revenues, license and permit fees and fines and
forfeitures, on a parity of lien on such pledged sources with the obligations of the Town pursuant to the Base Town
Lease, as provided by the Series 2008 Town Lease. The Series 2008 Bonds and the payment of debt service are not
secured by an obligation or pledge of any moneys raised by taxation other than the specified taxes; the Series 2008
Bonds do not represent or constitute a debt or pledge of the general credit of the Corporation or the Town and the
Series 2008 Town Lease, including the obligation of the Town to make the payments required thereunder, does not
represent or constitute a debt or pledge of the general credit of the Town.
3. Subject to the assumption stated in the last sentence of this paragraph, interest on the
Series 2008 Bonds is excludible from the gross income of the owners thereof for federal income tax purposes.
Furthermore, interest on the Series 2008 Bonds is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations; however, interest on the Series 2008 Bonds is
taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax
imposed on certain corporations. (We express no opinion, however, regarding other federal tax consequences
resulting from the ownership, receipt or accrual of interest on, or disposition of, the Series 2008 Bonds.) The
Internal Revenue Code of 1986, as amended (the "Code"), includes requirements which the Town and the
Corporation must continue to meet after the issuance of the Series 2008 Bonds in order that interest on the Series
2008 Bonds not be included in gross income for federal income tax purposes. The failure of the Town or the Cor-
poration to meet these requirements may cause interest on the Series 2008 Bonds to be included in gross income for
federal income tax purposes retroactive to their date of issuance. The Town and the Corporation have covenanted in
the Series 2008 Town Lease to take the actions required by the Code in order to maintain the exclusion from gross
income for federal income tax purposes of interest on the Series 2008 Bonds. In rendering the opinion expressed
above, we have assumed continuing compliance with the tax covenants referred to above that must be met after the
issuance of the Series 2008 Bonds in order that interest on the Series 2008 Bonds not be included in gross income
for federal tax purposes.
4. Assuming that such interest is so excludible from gross income for federal income tax
purposes, interest on the Series 2008 Bonds is exempt from income taxation under the laws of the State of Arizona.
(We express no opinion, however, regarding other State tax consequences resulting from the ownership, receipt or
accrual of interest on, or disposition of, the Series 2008 Bonds.)
Respectfully submitted,
E-2
APPENDIX F
FORM OF CONTINUING DISCLOSURE AGREEMENT
DRAFT
SERIES 2008 CONTINiJING DISCLOSURE AGREEMENT
$ ,000*
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BONDS,
SERIES 2008
(CUSII' BASE NUMBER 565748)
This Series 2008 Continuing Disclosure Agreement (this "Disclosure Agreement") is executed and
delivered by the Town of Marana, Arizona (the "Obligor"), and Wells Fargo Bank, National Association, as trustee
(the "Trustee"), in connection with the issuance of $ ,000* Town of Marana Municipal Property Corporation
Municipal Facilities Revenue Bonds, Series 2008 (the "Bonds"). The Bonds are being issued pursuant to a Series
2008 Supplemental Trust Indenture, dated as of 1, 2008, which supplements a Trust Indenture, dated as
of October 1, 1997, from Town of Marana Municipal Property Corporation to the Trustee (collectively, the
"Indenture"). The Obligor and the Trustee covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Obligor and the Trustee to provide information required in Section 10.05 of the
Combined Cortaro Silverbell District Park Ground Lease and Fourth Supplement to Amended and Restated Town
Lease and Series 1992 Town Lease, dated as of 1, 2008 (the "Lease"), by and between the Issuer, as
lessor, and the Obligor, as lessee, in order to comply with the requirements of Rule 15c2-12(b)(5) promulgated
under the Securities Exchange Act of 1934 (the "Rule"), and is for the benefit of the holders and beneficial owners
of the Bonds.
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to
any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following
capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Obligor or other
Obligated Person pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Beneficial Owner" shall mean any person who (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal
income tax purposes.
"Central Post Office" shall mean an entity then recognized by the Securities and
Exchange Commission as eligible to receive filings and submit such filings to the Repositories for purposes of the
Rule. As of the date of this Disclosure Agreement, the Central Post Office is:
DisclosureUSA
P.O. Box 684667
Austin, Texas 78768-4667
Fax: (512) 476-6403
http://www.disclosureUSA.org
"Disclosure Representative" shall mean the Town Manager of the Obligor or his or her
designee, or such other officer or employee as~the Obligor shall designate in writing to the Trustee from time to
time.
* Subject to change. F-1
"Dissemination Agent" shall mean the Obligor, acting in its capacity as Dissemination
Agent hereunder, or any successor Dissemination Agent designated in writing by the Obligor and which has filed
with the Obligor and the Trustee a written acceptance of such designation.
"Fiscal Year" shall mean the period commencing on July 1 and ending on June 30 of the
next succeeding year, or such other period of time provided by applicable law.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
"MSRB" shall mean Municipal Securities Rulemaking Board.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. Currently, the following are National Repository:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, New Jersey 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
E-mail: munis@bloomberg.com
Interactive Data Pricing and Reference Data, Inc.
Attn: NRMSIIZ
100 William Street
New York, New York 10038
Phone: (212) 771-6999
Fax: (212) 771-7390
E-mail: nrmsir@ftid.com
Standard & Poor's Securities Evaluations, Inc.
55 Water Street
45th Floor
New York, New York 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
E-mail: nrmsir repository@sandp.com
DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
E-mail: nrmsir@dpcdata.com
The names and addresses of the then-current National Repositories should be verified each time information is
delivered pursuant to this Disclosure Agreement (A current listing of the National Repositories can be found at
http://www.sec.govAnfo/municipaU nrmsir. htm.)
"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s), other than
the Series 2008 Insurer, who either generally or through an enterprise fund or account of such persons are committed
by contract or other arrangement to support payment of all or a part of the obligations of the Bonds, which person(s)
shall include the Obligor, and who are identified as such herein.
F-2
"Official Statement" shall mean the final Official Statement, dated , 2008,
relating to the Bonds, and any amendments or supplements thereto, as filed with the MSRB.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with the offering of the Bonds.
Repository.
"Repository" shall mean each National Repository or the MSRB and each State
"SEC" shall mean the Securities and Exchange Commission.
"State Repository" shall mean any public or private repository or entity designated by the
State of Arizona as a state repository for the purpose of the Rule and recognized as such by the SEC. As of the date
of this Disclosure Agreement, there is no State Repository.
"Tax-exempt" shall mean that interest on the Bonds is excluded from Boss income for
federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise
includable directly or indirectly for purposes of calculating any other tax liability, including any alternative
minimum tax.
SECTION 3. Provision of ObligOr's Annual Reports.
(a) Subject to annual appropriation to cover the costs of preparation and mailing
thereof, the Obligor shall, or shall cause the Dissemination Agent to, not later than February 1 of each year
commencing February 1, 2009, provide to each Repository an Annual Report which satisfies the requirements of
Section 4 of this Disclosure Agreement. The Obligor shall provide the Annual Report to the Dissemination Agent
and the Trustee (if the Trustee is not the Dissemination Agent) no later than two hundred ten (210) days after the
close of the Obligor's fiscal year, commencing with the fiscal year ending June 30, 2008. In each case, the Annual
Report may be submitted as a single document or as separate documents comprising a package, and may cross-
reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited
financial statements of the Obligor may be submitted separately from the balance of the Annual Report.
(b) If by the 210th day after the close of the Obligor's fiscal year the Trustee has not
received a copy of the Annual Report, the Trustee shall notify the Obligor and the Dissemination Agent in writing
that the Obligor has not complied with its obligations under subsection (a) above.
(c) If the Trustee is unable to verify in writing from the Obligor that the Obligor has
filed or caused the Dissemination Agent to file an Annual Report with the Repositories by the date required in
subsection (a) above, the Trustee shall send a notice to each Repository in substantially the form attached as Exhibit
A.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report
the name and address of each National Repository and each State Repository, if any; and
(ii) promptly upon fulfilling its obligations under subsection (a) above, file
a report with the Disclosure Representative and (if the Dissemination Agent is not the Trustee) the Trustee
certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date
it was provided and listing all the Repositories to which it was provided, and send a copy of such report to
the Series 2008 Insurer.
SECTION 4. Contents of Annual Reports. The Obligor's Annual Report shall contain or
incorporate by reference the following:
F-3
(i) the audited financial statements of the Obligor for the immediately preceding
Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to operations
of the Obligor, as same may be modified from time to time by statutory requirements of the State of
Arizona and the governmental accounting standards promulgated by the Government Accounting Standards
Board; and
(ii) an update, as of the end of the immediately preceding Fiscal Year for which
audited financial statements are available or, to the extent applicable, as reflected in the Obligor's then-
current budget, of the financial information and operating data contained in the Official Statement in
TABLE 4.
The Obligor is not committing to update any other information in the Official Statement. The Obligor reserves the
right to modify from time to time the specific types of information provided or the format of the presentation of such
information, to the extent necessary or appropriate in the judgment of the Obligor; provided, however, that the
Obligor agrees that any such modification will be accomplished in a manner consistent with the Rule. Any or all of
the foregoing items may be incorporated by specific reference to other documents, including offering statements of
debt issues or audited financial statements of the Obligor or related public entities, which have previously been
submitted to each Repository, the MSRB or the SEC. If the document incorporated by reference is a final official
statement, it must be available from the MSRB. The Obligor shall clearly identify each such other document so
incorporated by reference.
SECTION 5. The Obligor's Obligation to Report Significant Events.
(a) This Section 5 shall govern the giving of notices of the occurrence of any of the
following events ("Listed Event"):
1. Delinquency in payment when due of any principal or interest on the
Bonds.
2. Occurrence of any event of default under and as defined in the
Indenture or the Lease (other than as described in clause (I) above).
3. Amendment to or supplement of the Indenture, the Lease or this
Disclosure Agreement modifying the rights of the owners of the Bonds.
4. Optional or unscheduled extraordinary mandatory redemption of any
Bonds.
5. Defeasance of the Bonds or any portion thereof.
6. Any change in any rating of the Bonds.
7. (A) Receipt of an opinion of nationally recognized bond counsel to
the effect that interest on the Bonds is not Tax-exempt; or
(B) Any event adversely affecting the Tax-exempt status of the
Bonds, including but not limited to:
(i) Any non-random audit, investigation or other
challenge of the Tax-exempt status of the Bonds by
the Internal Revenue Service or in any administrative
or judicial proceeding; or
F-4
(ii) The issuance of any regulation, decision or other
official pronouncement by the Internal Revenue
Service or other official tax authority or by any court
adversely affecting the Tax-exempt status of the
Bonds or bonds of the same type as the Bonds or
financing structures of the same type as financed by
the Bonds.
Any unscheduled draw on the Reserve Fund reflecting financial
difficulties.
9. Any unscheduled draw on credit enhancements including without
limitation the Series 2008 Municipal Bond Insurance Policy or the
Series 2008 Surety Bond reflecting financial difficulties.
10. The release, substitution or sale of property not securing repayment of
the Bonds (including property leased, mortgaged or pledged as such
security).
11. The substitution of credit or liquidity providers including without
limitation the Series 2008 Insurer or their failure to perform.
12. Notice of any failure on the part of the Obligor to meet the
requirements of Section 3 hereof, including any non-appropriation to
cover applicable costs.
(b) Whenever the Obligor obtains knowledge of the occurrence of a Listed Event,
the Obligor shall, as soon as possible, determine if such event would be material under applicable federal securities
laws.
(c) If the Obligor has determined that knowledge of the occurrence of a Listed
Event would be material under applicable federal securities laws but subject to annual appropriation to cover the
costs of preparing and mailing thereof, the Obligor shall promptly report the occurrence pursuant to subsection (d)
below.
(d) If the Obligor determines that the Listed Event would be material under
applicable federal securities laws, the Obligor shall file a notice of such occurrence with the MSRB or each National
Repository and the State Repository, and send a copy thereof to the Series 2008 Insurer. Each such notice shall be
captioned "Material Event Notice" and shall prominently state the date, title and CUSIP numbers of the Bonds to
which it relates. Notwithstanding the foregoing, notice of the occurrence of a Listed Event described in clauses (4.)
or (5.) of subsection (a) above need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to Owners of affected Bonds pursuant to the Indenture. If the Series 2008 Municipal Bond
Insurance Policy is in effect and the Series 2008 Insurer is not in default thereunder, such notices shall also be
provided to the Series 2008 Insurer at the address provided in the Indenture.
SECTION 6. Alternate Means of Disclosure. Notwithstanding the provisions hereof requiring
that the Obligor file the Annual Reports, the notices of any Listed Event and certain other notices with each of the
Repositories, for so long as there is a Central Post Office, the Obligor may instead comply with the provisions of
this Disclosure Agreement by filing the required Annual Reports and such notices with a Central Post Office.
SECTION 7. Termination of Reporting Obli ations. The obligations of the Obligor hereunder
shall terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Bonds or upon the
termination of the continuing disclosure requirements of the Rule by legislative, judicial or administrative action. If
F-5
such termination occurs prior to the final maturity of the Bonds, the Obligor shall give notice of such termination in
the same manner as for a Listed Event under Section 5(d) above.
SECTION 8. Identity of Obligated Persons. The Obligor represents and warrants that no person
(other than the Obligor), whether generally or through an enterprise fund or account of such person, is committed by
contract or other arrangement to support payment of all, or part, of the obligations on the Bonds.
SECTION 9. Dissemination A ent. The Obligor may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge
any such Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other
designated Dissemination Agent, the Obligor shall be the Dissemination Agent. The initial Dissemination Agent
shall be the Obligor.
SECTION 10. Amendment; Waiver. Notwithstanding any other provision hereof, the Obligor
and the Trustee may amend the provisions of this Disclosure Agreement without consent of the Owners of the
Bonds (or the Trustee under the Indenture), and any provision of this Disclosure Agreement may be waived
provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a),
it may only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person with respect
to the Bonds, or the type of business conducted; and
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time
of the original issuance of the Bonds, after taking into account any amendments or interpretations of the
Rule, as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Obligor shall describe
such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason
for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the
presentation) of financial information or operating data being presented by the Obligor. In addition, if the
amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such
change shall be given in the same manner as for a Listed Event under Section 5(d), and (ii) the Annual Report for
the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in
quantitative form) between the financial statements as prepared on the basis of the new accounting principles and
those prepared on the basis of the former accounting principles.
SECTION 11. Additional Information. Nothing in this Disclosure Agreement shall be deemed to
prevent the Obligor from disseminating any other information, using the means of dissemination set forth in this
Disclosure Agreement or any other means of communication, or including any other information in any Annual
Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement.
If the Obligor chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Agreement, the Obligor shall have no obligation
under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of
occurrence of a Listed Event.
SECTION 12. Default. In the event of a failure of the Obligor or the Dissemination Agent to
comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating
Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall), or any holder
or beneficial owner of a Bond may take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the Obligor or the Dissemination Agent, as the case may
be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement
shall not be deemed an event of default under the Indenture or the Lease, and the sole remedy under this Disclosure
F-6
Agreement in the event of any failure of the Obligor or the Dissemination Agent to comply with this Disclosure
Agreement shall be an action to compel performance.
SECTION 13. Duties, Immunities and Liabilities of Trustee and Dissemination A ent. Article
VII of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were
(solely for this purpose) contained in the Indenture. The Dissemination Agent (if other than the Trustee) and the
Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement.
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the
Obligor, the Trustee, the Dissemination Agent, the Participating Underwriters and Beneficial Owners of the Bonds,
and shall create no rights in any other person or entity.
SECTION 15. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 16. Cancellation. For all purposes of Section 38-511, Arizona Revised Statutes, as
amended, the provisions of which are hereby incorporated by this reference, the Obligor may, within three (3) years
after its execution, cancel this Disclosure Agreement, without penalty(s) or further obligation, if any person
significantly involved in initiating, negotiating, securing, drafting or creating this Disclosure Agreement on behalf of
the Obligor is, at any time while this Disclosure Agreement is in effect, an employee or agent of the Trustee in any
capacity or a consultant to any other party of this Disclosure Agreement with respect to the subject matter of this
Disclosure Agreement and may recoup any fee or commission paid or due any person significantly involved in
initiating, negotiating, securing, drafting or creating this Disclosure Agreement on behalf of the Obligor arising as
the result of this Disclosure Agreement. The Trustee has not taken and shall not take any action which would cause
any person described in the preceding sentence to be an employee or agent of the Trustee in any capacity or a
consultant to any party to this Disclosure Agreement with respect to the subject matter of this Disclosure
Agreement.
F-7
Date: [Closing Date]
TOWN OF MARANA, ARIZONA
By ....................................
Edward Honea, Mayor
ATTEST:
................................
Jocelyn C. Bronson, Town Clerk
APPROVED AS TO FORM:
By ..............................
Frank Cassidy, Town Attorney
WELLS FARGO BANK, NATIONAL ASSOCIATION
By ....................................
Nancy Eatros, Authorized
Representative
F-8
EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Obligor: Town of Marana, Arizona
Name of Issue: $ ,000 Town of Marana Municipal Property Corporation Municipal
Facilities Revenue Bonds, Series 2008
Date of Issuance: [Closing Date]
NOTICE IS HEREBY GIVEN that the Obligor has not provided an Annual Report with respect to the above-named
Bonds as required by Sections 3 and 4 of the Continuing Disclosure Agreement, dated [Closing Date], of the
Obligor. The Obligor anticipates that the Annual Report will be filed by ..............................
Dated :....................
TOWN OF MARANA, ARIZONA
By ....................................
Town Manager
cc: Wells Fargo Bank, National Association
A-1
APPENDIX G
SPECIMEN INSURANCE POLICY
APPENDIX H
BOOK-ENTRY-ONLY SYSTEM
BOOK-ENTRY-ONLY SYSTEM
The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Series 2008
Bonds. The Series 2008 Bonds will be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered Series 2008 Bond will be issued for each maturity of the Series 2008 Bonds, each in the aggregate
principal amount of such maturity, and will be deposited with DTC.
DTC, the world's largest securities depository, is alimited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants
("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of
sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers
and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Securities Clearing Corporation, all of which are registered clearing agents.
DTC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's highest rating: "AAA." The DTC Rules applicable to its Participants are
on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com
and www.dtc.org.
Purchases of Series 2008 Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Series 2008 Bonds on DTC's records. The ownership interest of each actual purchaser of
each Series 2008 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners
are, however, expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Series 2008 Bonds are to be accomplished by entries made on
the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Series 2008 Bonds, except in the event that use of the
book-entry system for the Series 2008 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2008 Bonds deposited by Direct Participants with DTC are registered in
the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Series 2008 Bonds with DTC and their registration in the name of Cede &
Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Series 2008 Bonds; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Series 2008 Bonds are credited, which may or may not be the Beneficial Owners. The Direct
and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of the Series 2008 Bonds may wish to take certain steps to augment the transmission to them of
notices of significant events with respect to the Series 2008 Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the Series 2008 Bond documents. For example, Beneficial Owners of Series 2008 Bonds
may wish to ascertain that the nominee holding the Series 2008 Bonds for their benefit has agreed to obtain and
transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish tb provide their names and
addresses to the Trustee and request that copies of notices be provided directly to them.
H-1
Redemption notices shall be sent to DTC. If less than all of the Series 2008 Bonds within a maturity are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such
maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2008 Bonds
unless authorized by a Direct Participant in accordance with DTC's NII~II Procedures. Under its usual procedures,
DTC mails an Omnibus Proxy to the Trustee as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2008 Bonds are
credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payment of principal of and interest on the Series 2008 Bonds and the redemption price of any Series 2008 Bond
will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail
information from the Corporation or the Trustee, on payable date in accordance with their respective holdings shown
on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of DTC, the Trustee or the Corporation,
subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of
and interest on the Series 2008 Bonds and the redemption price of any Series 2008 Bonds will be made to Cede &
Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the
Corporation or Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as depository with respect to the Series 2008 Bonds at any time by
giving reasonable notice to the Corporation or the Trustee. Under such circumstances, in the event that a successor
depository is not obtained, certificates are required to be printed and delivered.
The Corporation may decide to discontinue use of the system of book-entry-only transfers through DTC (or a
successor securities depository). In that event, certificates will be printed and delivered to DTC.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that
the Corporation believes to be reliable, but the Corporation takes no responsibility for the accuracy thereof.
H-2
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BONDS, SERIES 2008
$ $
Municipal Facilities Revenue Bonds, Municipal Facilities Revenue Bonds,
Series 2008A Series 2008B
BOND PURCHASE AGREEMENT
2008
Town of Marana Municipal Property Corporation
Marana, Arizona
Ladies and Gentlemen:
On the basis of the representations, warranties and covenants contained in this Bond Purchase
Agreement and upon the terms and conditions contained herein, the undersigned, Stone &
Youngberg LLC (the "Underwriter"), hereby offers to enter into the following agreement with the
Town of Marana Municipal Property Corporation (the "Corporation"). Upon the Corporation's
written acceptance of this offer, and the execution and delivery by the Town of Marana, Arizona (the
"Town") of the Letter of Representation, dated the date hereof and in the form of Exhibit A hereto
(the "Letter of Representation"), this Bond Purchase Agreement will be binding upon the
Corporation and upon the Underwriter. This offer is made subject to the Corporation's written
acceptance hereof and subject to the execution and delivery of the Letter of Representation on or
before 11:59 p.m., M.S.T. time, on , 2008, and, if not so accepted or if the Letter of
Representation is not so executed and delivered, this offer will be subject to withdrawal by the
Underwriter upon notice delivered to the Corporation at any time prior to the acceptance hereof by
the Corporation and execution and delivery of the Letter of Representation. Terms not otherwise
defined in this Bond Purchase Agreement shall have the same meanings set forth in the Indentures
(as defined herein) or in the Official Statement (as defined herein).
The Bonds (as defined herein) shall be as described in, and shall be issued and secured under
and pursuant to the provisions of a Trust Indenture, dated as of October 1, 1997 (the "Indenture"), as
supplemented by (a) a Series 2003 Supplemental Trust Indenture, dated as of September 1, 2003 (the
"Series 2003 Supplementallndenture "), (b) a Series 2004 Supplemental Trust Indenture, dated as of
Julyl, 2004 (the "Series 2004 Supplementallndenture"), and (c) a Series 2008 Supplemental Trust
Indenture, dated as of , 2008 (the "Series 2008 Supplementallndenture") (the Indenture, the
Series 2003 Supplemental Indenture, the Series 2004 Supplemental Indenture, and Series 2008
437619.2
Supplemental Indenture are collectively referred to herein as the "Indentures"), between the
Corporation and Wells Fargo Bank, National Association (successor to Norwest Bank Arizona,
N.A.), as trustee (together with its successors, if any, as trustee under the Indentures, the "Trustee. ").
Concurrently, with the execution of the Series 2008 Supplemental Indenture, the Corporation
and the Town will enter into a Fourth Supplement to Amended and Restated Town Lease and Series
1992 Town Lease, to be dated as of , 2008 (the "Fourth Supplemental Town Lease"), which
supplements the Amended and Restated Town Lease and Series 1992 Town Lease dated as of
October 1, 1997 (the "Base Town Lease"), as supplemented by the Second Supplemental Town
Lease dated as of September 1, 2003 (the "Second Supplemental Town Lease"), and as further
supplemented by the Third Supplement to Amended and Restated Town Lease and Series 1992
Town Lease, to be dated as of July 1, 2004 (the "Third Supplemental Town Lease") (collectively, the
Base Town Lease, the Second Supplemental Town Lease, the Third Supplemental Town Lease and
the Fourth Supplemental Town Lease are referred to herein as the "Town Lease") between the
Corporation and the Town. The rental payments made by the Town pursuant to the Fourth
Supplemental Town Lease will be used to pay the principal of and premium, if any, and interest
requirements on the Bonds.
The payment of principal and interest on the Bonds when due will be supported by a financial
guaranty insurance policy (the "Bond Insurance Policy") and a reserve fund surety bond (the "Surety
Bond"), to be issued by (the "Bond Insurer"). The obligation of the Corporation to
reimburse the Bond Insurer for drawing under the Surety Bond is reflected in a [Financial Guaranty
Agreement] (the "[Financial Guaranty Agreement)").
The Bonds will be offered by means of the Preliminary Official Statement of the Corporation,
dated , 2008, relating to the Bonds (including the cover page and all appendices, the
"Preliminary Official Statement") and the final Official Statement of the Corporation, dated the date
of this Bond Purchase Agreement, relating to the Bonds (including the cover page and all
appendices, the "Official Statement"). The Town will enter into and deliver a written undertaking
(the "Continuing Disclosure Undertaking") to provide, or cause to be provided, ongoing disclosure
for the benefit of the owners of the Bonds as described in the Continuing Disclosure Undertaking for
purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the "Disclosure
Rule"). The Corporation will enter into an Escrow Trust Agreement, to be dated as of , 2008,
(the "Escrow Trust Agreement ") with Wells Fargo Bank, National Association, (the "Escrow
Trustee "), pursuant to which a portion of the proceeds of the Bonds will be deposited with the
Escrow Trustee to be held in trust to provide for the payment of certain bonds being refunded with a
portion of the proceeds of the Bonds. The Corporation and the Town will both execute and deliver
tax certificates (together, the "Tax Agreement") regarding exclusion of interest on the Bonds from
gross income for income tax purposes.
This Bond Purchase Agreement, the Series 2008 Supplemental Indenture, the Fourth
Supplemental Town Lease, the Escrow Trust Agreement, the [Financial Guaranty Agreement] and
the Tax Agreement are referred to as the "Corporation Documents".
437619.2
The Letter of Representation, the Fourth Supplemental Town Lease, the Tax Agreement and
the Continuing Disclosure Undertaking are referred to as the "Town Documents".
Purchase and Sale of the Bonds.
(a) 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
Corporation, and the Corporation hereby agrees to sell and deliver to the Underwriter, all, but not
less than all, of the Corporation's Municipal Facilities Revenue Bonds, Series 2008A (the "Series
2008A Bonds") and the Corporation's Municipal Facilities Revenue Bonds, Series 2008B (the
"Series 2008E Bonds," and together with the Series 2008A Bonds, the "Bonds"). Inasmuch as this
purchase and sale represents a negotiated transaction, the Corporation understands, and hereby
confirms, that the Underwriter is not acting as a fiduciary or agent of the Corporation, but rather is
acting solely in its capacity as Underwriter for its own account. The Underwriter has been duly
authorized to execute this contract and to act hereunder.
(b) The principal amount of the Bonds to be issued, the dated date of the Bonds, the
maturities and optional redemption provisions and interest rates per annum and resulting prices or
yields are set forth in Schedule I hereto.
(c) The purchase price for the Bonds shall be $ , (the "Purchase
Price")plus interest accrued on the Bonds from the dated date of the Bonds to the Closing Date (as
hereinafter defined). The Purchase Price represents:
Par amount of Bonds $
Plus [net] original issue premium on Bonds
Less Underwriter's compensation ~ )
Purchase Price $
For the convenience of the Corporation, the Underwriter, will, at or before the time of Closing, pay
on behalf of the Corporation $ to the Bond Insurer as payment of (i) the bond insurance
premium for the Bond Insurance Policy on the Bonds and (ii) the reserve fund surety bond premium
for the Surety Bond, resulting in a net amount to be paid by the Underwriter to the Corporation at the
time of Closing of $ ,plus accrued interest.
2. Public Offering. The Underwriter intends to make a bona fide public offering of
the Bonds at the offering prices or yields set forth in Schedule I, and based upon those initial offering
prices or yields, the Underwriter would receive compensation of $ ;however, the
Underwriter may offer a portion of the Bonds for sale to selected dealers who are members of the
Financial Industry Regulatory Authority and who agree to resell the Bonds to the public on terms
consistent with this Bond Purchase Agreement and the Underwriter reserves the right to change such
offering prices or yields as the Underwriter shall deem necessary in connection with the marketing of
the Bonds and to offer and sell the Bonds to certain dealers (including dealers depositing the Bonds
into investment trusts) and others at prices lower than the initial offering prices or at yields higher
437619.2
than the initial yields set forth in Schedule I. The Underwriter also reserves the right to over-allot or
effect transactions that stabilize or maintain the market price of the Bonds at a level above that which
might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any
time. None of such activities shall affect the principal amount, maturity dates, interest rates,
redemption or other provision of the Bonds or the amount to be paid by the Underwriter to the
Corporation for the Bonds.
3. The Official Statement.
(a) The Preliminary Official Statement has been prepared for use in connection
with the public offering, sale and distribution of the Bonds by the Underwriter. The Corporation
hereby deems the Preliminary Official Statement final by the Corporation 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 the Disclosure Rule.
(b) The Corporation 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. The Corporation consents to 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 Corporation
shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the
Corporation's acceptance of this Bond Purchase Agreement (but, in any event, not later than within
seven (7) business days after the Corporation's acceptance of this Bond Purchase Agreement 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 Disclosure Rule and the rules of the Municipal Securities Rulemaking Board.
(c) If, after the date of this Bond Purchase Agreement 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 Disclosure Rule (the earlier of (i) 90 days from the "end of the
underwriting period" (as defined in Rule) and (ii) the time when the Official Statement is available to
any person from a nationally recognized municipal securities repository, but in no case less than 25
days after the "end of the underwriting period" for the Bonds), the Corporation becomes aware of
any fact or event 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 Corporation 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 Corporation or the Underwriter, such
fact or event requires preparation and publication of a supplement or amendment to the Official
Statement, the Corporation will forthwith prepare and furnish, at the Corporation's own expense (in
a form and manner approved by the Underwriter), a reasonable number of copies of either
amendments or supplements 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
437619.2
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, the Corporation 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.
(d) The Underwriter hereby agrees to file the Official Statement with a nationally
recognized municipal securities information repository. Unless otherwise notified in writing by the
Underwriter, the Corporation can assume that the "end of the underwriting period" for purposes of
the Rule is the date of the Closing.
4. Reuresentations, Warranties and Covenants of the Corporation. The
undersigned, on behalf of the Corporation (but not individually), hereby represents and warrants to
and covenants with the Underwriter that:
(a) The Corporation is a nonprofit corporation duly created, organized and
existing under the laws of the State of Arizona (the "State") and has full legal right, power and
authority, and at the date of the Closing will have full legal right, power and authority (i) to enter
into, execute and deliver the Corporation Documents, (ii) to sell, issue and deliver the Bonds to the
Underwriter as provided herein, and (iii) to carry out and consummate the transactions contemplated
by the Corporation Documents, and the Official Statement and the Corporation has complied, and
will at the Closing be in compliance in all respects, with the terms of the Corporation Documents as
they pertain to such transactions;
(b) By all necessary official action of the Corporation prior to or concurrently with
the acceptance hereof, the Corporation has duly authorized all necessary action to be taken by it for
(i) the execution of the Series 2008 Supplemental Indenture and the issuance and sale of the Bonds,
(ii) the approval, execution and delivery of, and the performance by the Corporation of the
obligations on its part, contained in the Bonds and the Corporation Documents and (iii) the
consummation by it of all other transactions contemplated by the Preliminary Official Statement, the
Corporation Documents, and any and all such other agreements and documents as may be required to
be executed, delivered and/or received by the Corporation in order to carry out, give effect to, and
consummate the transactions contemplated herein and in the Preliminary Official Statement;
(c) The Corporation Documents constitute legal, valid and binding obligations of
the Corporation, 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; the Bonds, when issued, delivered and paid for, in
accordance with the Indentures and this Bond Purchase Agreement, will constitute legal, valid and
binding obligations of the Corporation entitled to the benefits of the Indentures 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;
upon the issuance, authentication and delivery of the Bonds as aforesaid, the Indentures will provide,
437619.2
for the benefit of the owners, from time to time, of the Bonds, the legally valid and binding pledge of
and lien it purports to create as set forth in the Indentures;
(d) The Corporation 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 Corporation is a party or to which the Corporation is or
any of its property or assets are otherwise subject; and 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 Corporation under any of the foregoing; and the execution and
delivery of the Bonds and the Corporation Documents and compliance with the provisions on the
Corporation's part contained therein, will not conflict with or constitute a breach of or default under
any material constitutional provision, administrative regulation, judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party
or to which the Corporation is or to which any of its property or assets are otherwise subj ect nor will
any such execution, delivery, adoption or compliance 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 Corporation to be pledged to secure the Bonds or under the terms of any such law,
regulation or instrument, except as provided by the Bonds and the Indentures;
(e) 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
Corporation of its obligations under the Corporation 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;
(f) Other than conforming date changes, the Bonds conform to the descriptions
thereof contained in the Preliminary Official Statement under the captions "THE SERIES 2008
BONDS," the Indentures conform to the description thereof contained in the Preliminary Official
Statement under the captions "THE SERIES 2008 BONDS," and "SUMMARY OF CERTAIN
PROVISIONS OF LEGAL DOCUMENTS," the Corporation conforms to the description thereof
contained in the Preliminary Official Statement under the caption "TOWN OF MARANA
MUNICIPAL PROPERTY CORPORATION," and the proceeds of the sale of the Bonds will be
applied generally as described in the Preliminary Official Statement under the captions "PLAN OF
REFUNDING," "SOURCES AND USES OF FUNDS" and "THE PROJECT";
(g) There is no legislation, 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 Corporation, affecting the existence of the Corporation 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 collection of lease payments promised for the payment of
principal of and interest on the Bonds pursuant to the Indentures or in any way contesting or affecting
437619.2
the validity or enforceability of the Bonds, the Corporation 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 Corporation or any authority for the issuance of the Bonds, the execution and delivery
of the Indentures or the execution and delivery of the Corporation Documents, nor, to the best
knowledge of the Corporation, is there any basis therefore, wherein an unfavorable decision, ruling
or finding would materially adversely affect the validity or enforceability of the Bonds or the
Corporation Documents;
(h) As of the date thereof, the Preliminary Official Statement did 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, in the light of the circumstances under which they were
made, not misleading;
(i) At the time of the Corporation=s acceptance hereof and (unless the Official
Statement is amended or supplemented pursuant to paragraph (c) of Section 3 of this Bond Purchase
Agreement) at all times subsequent thereto during the period up to and including the date of Closing,
the Official Statement does not and 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;
(j) If the Official Statement is supplemented or amended pursuant to paragraph
(c) of Section 3 of this Bond Purchase Agreement, at the time of each supplement or amendment
thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including the date of Closing the Official
Statement as so supplemented or amended will not contain any untrue statement of a material factor
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;
(k) The Corporation 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 Indentures 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;
(1) The Corporation will furnish such information and execute such instruments
and take such action in cooperation with the Underwriter as the Underwriter may reasonably request
(A) to (1) 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 (2) determine the eligibility of the Bonds for investment under the laws of such states
and other jurisdictions and (B) to continue such qualifications in effect so long as required for the
distribution of the Bonds (provided, however, that the Corporation 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
437619.2
any jurisdiction) and will advise the Underwriter immediately of receipt by the Corporation 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;
(m) Prior to the Closing the Corporation 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; and
(n) Any certificate, signed by any official of the Corporation authorized to do so
in connection with the transactions contemplated by this Bond Purchase Agreement, shall be deemed
a representation and warranty by the Corporation to the Underwriter as to the statements made
therein.
[(o) The Corporation has designated the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code.]
Closing.
(a) At 8:00 a.m. MST time, on , 2008, or at such other time and date as shall
have been mutually agreed upon by the Corporation and the Underwriter (the "Closing"), the
Corporation will, subject to the terms and conditions hereof, deliver the Bonds to the Underwriter in
the aggregate principal amount of each such maturity duly executed and authenticated, together with
the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the
Underwriter will accept such delivery and pay the purchase price of the Bonds asset forth in Section
1 of this Bond Purchase Agreement by a certified or bank cashier's check or checks or wire transfer
payable in immediately available funds to the order of the Corporation. 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 Corporation and the Underwriter.
(b) Delivery of the Bonds shall be made in New York City or at such other place
to be mutually agreed upon by the Corporation and the Underwriter. The Bonds shall be delivered in
definitive fully registered form, bearing CUSIP numbers without coupons, with one Bond for each
maturity of the Bonds, all as provided in the Series 2008 Supplemental Indenture, and shall be made
available to the Underwriter at least one business day before the Closing for purposes of inspection.
6. Closing Conditions. The Underwriter has entered into this Bond Purchase
Agreement in reliance upon the representations, warranties and agreements of the Corporation
contained herein, and in reliance upon the representations, warranties and agreements to be contained
in the documents and instruments to be delivered at the Closing and upon the performance by the
Corporation of its obligations hereunder, both as of the date hereof and as of the date of the Closing.
Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to purchase, to
accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the
Corporation of its obligations to be performed hereunder and under such documents and instruments,
437619.2
and the performance by the Town of its obligations to be performed hereunder and under such
documents and instruments, at or prior to the Closing, and shall also be subject to the following
additional conditions, including the delivery by the Corporation and the Town of such documents as
are enumerated herein, in form and substance reasonably satisfactory to the Underwriter:
(a) The representations and warranties of the Corporation contained herein and of
the Town in the Letter of Representation shall be true, complete and correct on the date hereof and
on and as of the date of the Closing, as if made on the date of the Closing;
(b) The Corporation and the Town each shall have performed and complied with
all agreements and conditions required by this Bond Purchase Agreement to be performed or
complied with by it prior to or at the Closing;
(c) At the time of the Closing, (i) the Corporation Documents, the Town
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 Corporation and of the Town required to be taken by
the Corporation shall be performed in order for Bond Counsel and Underwriter's Counsel to deliver
their respective opinions referred to hereafter;
(d) At the time of the Closing, all official action of the Corporation relating to the
Bonds and the Corporation Documents and all official action of the Town relating to the Town
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 Series 2008 Supplemental Indenture shall have
been duly executed and delivered by the Corporation, the Town Documents shall have been duly
executed by the Town, and the Corporation shall have duly executed and delivered and the Trustee
shall have duly authenticated the Bonds;
(f) At or prior to the Closing, the Bond Insurance Policy, the Reserve Fund Surety
Bond and the [Financial Guaranty Agreement] shall have been duly executed, issued and delivered
by the Bond Insurer;
(g) At the time of 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 Town; from that set forth in 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 Official
Statement;
(h) Neither the Corporation nor the Town shall have failed to pay principal or
interest when due on any of its outstanding obligations for borrowed money;
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(i) All steps to be taken and all instruments and other documents to be executed,
and all other legal matters in connection with the transactions contemplated by this Bond Purchase
Agreement 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:
(1) The Official Statement, and each supplement amendment thereto, if
any, executed on behalf of the Corporation by its President and on behalf of the Town by its Mayor,
or such other officials as may have been agreed to by the Underwriter, and the reports and audits
referred to or appearing in the Official Statement;
(2) The Corporation Documents and the Town Documents with such
supplements or amendments as may have been agreed to by the Underwriter;
(3) The approving opinion of Bond Counsel with respect to the Bonds, in
substantially the form attached to the Official Statement;
(4) A supplemental opinion of Bond Counsel addressed to the
Underwriter, substantially to the effect that:
(i) the Bonds are exempted securities under the Securities Act of
1933, as amended (the "1933 Act"), and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act") and it is not necessary, in connection with the offering and sale of the Bonds, to
register the Bonds under the 1933 Act or to qualify the Indentures under the Trust Indenture Act; and
(ii) the statements and information contained in the Official
Statement under the captions "THE SERIES 2008 BONDS," ["QUALIFIED TAX-EXEMPT
OBLIGATIONS,"] "TAX MATTERS," "ORIGINAL ISSUE DISCOUNT," "BOND PREMIUM,"
and Appendices D, E and F fairly and accurately summarized the matters purported to be
summarized therein.
(5) An opinion, dated the date of the Closing and addressed to the
Underwriter, of counsel for the Underwriter; to the effect that:
(i) the Bonds are exempt securities under the 1933 Act and the
Trust Indenture Act and it is not necessary, in connection with the offering and sale of the Bonds, to
register the Bonds under the 1933 Act and the Series 2008 Supplemental Indenture need not be
qualified under the Trust Indenture Act; and
(ii) based upon their participation in the preparation of the Official
Statement, as counsel for the Underwriter, and their participation at conferences at which the Official
Statement was discussed, but without having undertaken to determine independently the accuracy,
437619.2
completeness or fairness of the statements contained in the Official Statement, such counsel has no
reason to believe that the Official Statement contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (except for any financial, forecast, technical and statistical
statements and data included in the Official Statement and the information regarding the Bond
Insurer, in each case as to which no view need be expressed);
(6) An opinion of Counsel to the Corporation, addressed to the
Underwriter, to the effect that:
(i) The Corporation is a nonprofit corporation, duly created,
organized and existing under the laws of the State, and has full legal right, power and authority (A)
to enter into, execute and deliver the Corporation Documents, (B) to sell, issue and deliver the Bonds
to the Underwriter as provided herein, and (C) to carry out and consummate the transactions
contemplated by the Corporation Documents, and the Official Statement, and to the best of our
knowledge, the Corporation has complied, and will at the Closing be in compliance in all material
respects, with the terms of the Corporation Documents as they pertain to such transactions;
(ii) By all necessary official action of the Corporation prior to or
concurrently with the acceptance hereof, the Corporation has duly authorized all necessary action to
be taken by it for (A) the adoption of the Series 2008 Supplemental Indenture and the issuance and
sale of the Bonds, (B) the approval, execution and delivery of, and the performance by the
Corporation of the obligations on its part, contained in the Bonds and the Corporation Documents,
and (C) the consummation by it of all other transactions contemplated by the Official Statement and
the Corporation Documents;
(iii) The Bond Purchase Agreement has been duly authorized,
executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the
Corporation enforceable against the Corporation in accordance with its terms, except to the extent
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable
principles of general application relating to or affecting the enforcement of creditors' rights;
(iv) The distribution of the Preliminary Official Statement and the
Official Statement has been duly authorized by the Corporation;
(v) 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 Corporation of its obligations under the Corporation Documents and the Bonds
have been obtained;
(vi) To the best of knowledge of the signer, there is no legislation,
action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
437619.2
government agency, public board or body, pending or affecting the corporate existence of the
Corporation 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 collection of taxes securing the
payment of principal of and interest on the Bonds pursuant to the indentures or in any way contesting
or affecting the validity or enforceability of the Bonds, the Corporation 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 Corporation or any authority for the issuance of the Bonds, the adoption of the
Supplemental Indenture or the execution and delivery of the Corporation Documents, wherein an
unfavorable decision, ruling or finding would materially adversely affect the validity or
enforceability of the Bonds or the Corporation Documents;
(vii) To the best of knowledge of the signer, the statements and
information contained in the Official Statement under the caption "TOWN OF MARANA
MUNICIPAL PROPERTY CORPORATION" fairly and accurately summarized the matters
purported to be summarized therein; and
(viii) To the best of the knowledge of the signer, the execution and
delivery of the Corporation Documents and compliance by the Corporation with the provisions
hereof and thereof, under the circumstances contemplated herein and therein, will not conflict with or
constitute on the part of the Corporation a material breach of or a default under any agreement or
instrument to which the Corporation is a party, or violate any existing law, administrative regulation,
court order, or consent decree to which the Corporation is subject.
(7) An opinion of Counsel to the Town, addressed to the Underwriter, to
the effect that:
(i) The Town is a municipal corporation, duly created, organized
and existing under the laws of the State, and has full legal right; power and authority (A) to enter
into, execute and deliver the Town Documents and (B) to carry out and consummate the transactions
contemplated by the Town Documents, and the Official Statement, and the Town has complied, and
will at Closing be in compliance in all respects, with the terms of the Town Documents as they
pertain to such transactions;
(ii) By all necessary official action of the Town prior to or
concurrently with the acceptance hereof, the Town has duly authorized all necessary action to be
taken by it for (A) the approval execution and delivery of, and performance by the Town of the
obligations on its part contained in the Town Documents, and (B) the consummation by it of all of
the transactions contemplated by the Town Documents, the Official Statement and any and all such
other agreements and documents as maybe required to be executed, delivered and/or received by the
Town in order to carry out, give effect to, and consummate the transactions contemplated herein and
in the Official Statement;
437619.2
(iii) All actions necessary to levy and collect taxes securing the
payment of principal and interest on the Bonds have been duly and validly adopted or undertaken in
compliance with all applicable. procedural requirements of the Town and in compliance with the
Constitution and laws of the State;
(iv) The Town Documents have been duly authorized, executed and
delivered by the Town and constitute legal, valid and binding obligations of the Town enforceable
against the Town in accordance with their respective terms, except to the extent limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of
general application relating to or affecting the enforcement of creditors' rights;
(v) The distribution of the Preliminary Official Statement and the
Official Statement has been duly authorized by the Town;
(vi) 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 Town of its obligations under the Town Documents have been obtained;
(vii) There is no legislation, action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public board or body,
pending or, to the best knowledge of the signer, after due inquiry threatened, against the Town or
affecting 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 collection of taxes securing the
payment of principal of and interest on the Bonds pursuant to the Indentures or in any way contesting
or affecting the validity or enforceability of the Bonds, the Town 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 power of the Town to execute and deliver the Town Documents, nor, to the best knowledge of
the signer, is there any basis therefore, wherein an unfavorable decision, raking or finding would
materially adversely affect the validity or enforceability of the Town Documents; and
(viii) The execution and delivery of the Town Documents and
compliance by the Town with the provisions thereof, under the circumstances contemplated therein,
will not conflict with or constitute on the part of the Town a material breach or a default under any
agreement or instrument to which the Town is a party, or violate any existing law, administrative
regulation, court order, or consent decree to which the Town is subject.
(8) A certificate, dated the date of Closing, of the appropriate officers of
the Corporation to the effect that to the best of their knowledge (i) the representations and warranties
of the Corporation contained herein are true and correct in all material respects on and as of the date
of Closing as if made on the date of Closing; (ii) no litigation or proceeding or tax challenge against
437619.2
it is pending or overtly threatened in any court or administrative body nor is there a basis for
litigation which would (a) contest the right of the directors or officers of the Corporation to hold and
exercise their respective positions, (b) contest the due organization and valid existence of the
Corporation, (c) contest the validity, due authorization and execution of the Bonds or the
Corporation Documents or (d) attempt to limit, enjoin or otherwise restrict or prevent the
Corporation from functioning and collecting payments under the Fourth Supplemental Town Lease,
and other income; (iii) the resolutions of the Corporation authorizing the execution, delivery and/or
performance of the Official Statement, the Bonds and Corporation Documents have been duly
adopted by the Corporation, are in full force and effect-and have not been modified, amended or
repealed, and (iv) no event affecting the Corporation has occurred since the date of the Official
Statement which should be disclosed in the Official Statement for the purpose for which it is to be
used or which it is necessary to disclose therein in order to make the statements and information
therein, in light of the circumstances under which made, not misleading in any respect as of the time
of Closing, and the information contained in the Official Statement is correct in all material respects
and, as of the date of the Official Statement did not, and as of the date of the Closing does 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 made therein, in the light of the circumstances under
which they were made, not misleading;
(9) A certificate, dated the date of Closing, of the appropriate official of
the Town to the effect that to the best of their knowledge (i) no litigation or proceeding against it is
pending or overtly threatened in any court or administrative body nor is there a basis for litigation
which would (a) contest the right of the officials of the Town to hold and exercise their respective
positions, (b) contes the due organization and valid existence of the Town, (c) contest the validity,
due authorization and execution of the Town Documents, or (d) attempt to limit, enjoin or otherwise
restrict or prevent the Town from functioning and collecting revenues, including the collection of the
taxes securing the payment of the principal of and interest on the Bonds; (ii) the resolutions of the
Town authorizing the execution, delivery and/or performance of the Town Documents have been
duly adopted by the Town, are in full force and effect and have not been modified, amended or
repealed, and (iii) no event affecting the Town has occurred since the date of the Official Statement
which should be disclosed in the Official Statement for the purposes for which it is to be used or
which is necessary to disclose therein in order to make the statements and information therein, in
light of the circumstances under which they were made, not misleading in any respect as of the time
of Closing, and the information contained in the Official Statement is correct in all material respects
and, as of the date of the Official Statement did not, and as of the date of the Closing does 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 made therein, in the light of the circumstances under
which they were made, not misleading;
(10) A certificate of the Trustee/Escrow Trustee to the effect that (i) the
Bonds have been duly authenticated by an authorized officer of the Trustee; (ii) the Series 2008
Supplemental Indenture and the Escrow Trust Agreement have been duly executed and delivered by
an authorized officer of the Trustee and the Escrow Trustee, respectively; and (iii) the resolutions of
the Trustee/Escrow Trustee authorizing the execution and delivery and/or performance of the
437619.2
Supplemental Indenture and the Escrow Trust Agreement by the Trustee and the Escrow Trustee,
respectively, have been duly adopted by the Trustee and the Escrow Trustee, respectively, are in full
force and effect and have not been modified, amended or repealed;
(11) Any other certificates and opinions required by the Indentures for the
issuance thereunder of the Bonds;
(12) Such additional legal opinions, certificates, instruments and other
documents as the Underwriter or counsel to the Underwriter may reasonably request to evidence the
truth and accuracy, as of the date hereof and as of the date of the Closing, of the Corporation's
representations and warranties contained herein and of the Town's representationsand warranties in
the Letter of Representation and of the statements and information contained in the Official
Statement and the due performance or satisfaction by the Corporation and the Town on or prior to
the date of the Closing of all the respective agreements then to be performed and conditions then to
be satisfied by the Corporation and the Town, respectively;
(13) A copy of the Bond Insurance Policy and the Surety Bond, together
with an opinion of counsel to the Bond Insurer in form and substance satisfactory to the Underwriter;
and
(14) A certificate of Bond Insurer with respect to the accuracy of statements
contained in the Official Statement regarding the Surety Bond, the Bond Insurance Policy and Bond
Insurer and the due authorization, execution, issuance and delivery of the Surety Bond and the Bond
Insurance Policy.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Bond Purchase Agreement 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 Corporation 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 Bond
Purchase Agreement, 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 Bond Purchase Agreement,
this Bond Purchase Agreement shall terminate and neither the Underwriter or the Corporation, shall
be under any further obligation hereunder.
7. Termination. The Underwriter shall have the right to cancel its obligation to
purchase the Bonds if, between the date of this Bond Purchase Agreement and the Closing, the
market price or marketability of the Bonds shall be materially adversely affected, in the sole
judgment of the Underwriter, by the occurrence of any of the following:
(a) legislation shall be enacted by or introduced in the Congress of the United
States or recommended to the Congress for passage by the President of the United States, or the
Treasury Department of the United States or the Internal Revenue Service or any member of the
437619.2
Congress or the Arizona Legislature or favorably reported for passage to either House of the
Congress 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 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;
(b) legislation introduced in or enacted (or resolution passed) by the Congress or
an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling,
regulation (final, temporary, or proposed), press release or other form of notice issued or made by or
on behalf of the Securities and Exchange Commission, 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 1933 Act, or that the Indentures are not exempt from qualification under or other
requirements of the Trust Indenture Act, 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
or the American Stock Exchange, the establishment of minimum prices on either such exchange, the
establishment of material restriction (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;
(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, underwriters;
(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 Corporation; 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;
437619.2
(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 Bond Purchase Agreement any
materially adverse change in the affairs or financial condition of the Corporation or the Town;
(i) the United States shall have become engaged in hostilities which have resulted
in a declaration of war or a national emergency or there shall have occurred any other outbreak or
escalation of hostilities or a national or international calamity or crisis, financial or otherwise;
(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 any downgrading, or any notice shall have been
given of (A) any intended or potential downgrading or (B) any review or possible change that does
not indicate a possible upgrade, in the rating accorded any of the Corporation's obligations; or
(1) 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.
8. Expenses.
(a) The Underwriter shall be under no obligation to pay, and the Corporation
shall pay, but solely from the proceeds of the sale of the Bonds, any expenses incident
to the performance of the Corporation's obligations hereunder, including, but not limited to (i) the
cost of preparation and printing of the Bonds, the Preliminary Official Statement and the Official
Statement, (ii) the fees and disbursements of Bond Counsel, counsel to the Corporation,
Underwriter's Counsel, counsel to the Town, the Trustee and the Escrow Trustee; (iii) the fees and
disbursements of any other engineers, accountants, and other experts, consultants or advisers retained
by the Corporation; and (iv) the fees associated with obtaining or receiving the bond ratings and any
and all credit enhancement fees or premiums.
(b) The Underwriter shall pay (i) all advertising expenses in connection with the
public offering of the Bonds; and (ii) all other expenses incurred by them in connection with the
public offering of the Bonds.
(c) If this Bond Purchase Agreement shall be terminated by the Underwriter
because of any failure or refusal on the part of the Corporation to comply with the terms of this Bond
Purchase Agreement, the Corporation will reimburse the Underwriter for all out-of-pocket expenses
437619.2
(including the fees and disbursements of counsel to the Underwriter) reasonably incurred by the
Underwriter in connection with this Bond Purchase Agreement or the offering contemplated
hereunder from funds legally available to it for such purpose.
9. Notices. Any notice or other communication to be given to the Corporation
under this Bond Purchase Agreement maybe given by delivering the same in writing to:
Town of Marana Municipal Property Corporation
11555 W. Civic Center Drive
Marana, Arizona 85653
Attention:
and any notice or other communication to be given to the Underwriter under this Bond Purchase
Agreement maybe given by delivering the same in writing to:
Stone & Youngberg LLC
2555 East Camelback Road, Suite 280
Phoenix, Arizona 85016
Attention: Mr. B. Mark Reader
10. Parties in Interest. This Bond Purchase Agreement as heretofore specified shall
constitute the entire agreement between us and is made solely for the benefit of the Corporation, the
Town 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 Bond Purchase Agreement may not
be assigned by the Corporation. All of the Corporation's representations, warranties and agreements
contained in this Bond Purchase Agreement shall remain operative and in full force and effect,
regardless of (i) any investigations made by or on behalf of any of the Underwriter; (ii) delivery of
and payment for the Bonds pursuant to this Bond Purchase Agreement; and (iii) any termination of
this Bond Purchase Agreement.
11. Effectiveness. This Bond Purchase Agreement shall become effective upon the
acceptance hereof by the Corporation and shall be valid and enforceable at the time of such
acceptance.
12. Choice of Law. This Bond Purchase Agreement shall be governed by and
construed in accordance with the law of the State.
13. Severability. If any provision of this Bond Purchase Agreement shall be held or
deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular
casein 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
437619.2
other case or circumstance, or of rendering any other provision or provisions of this Bond Purchase
Agreement invalid, inoperative or unenforceable to any extent whatever.
14. Business Day. For purposes of this Bond Purchase Agreement, "business day" means
any day on which the New York Stock Exchange is open for trading.
15. Section Headings. Section headings have been inserted in this Bond Purchase
Agreement as a matter of convenience of reference only and it is agreed that such section headings
are not a part of this Bond Purchase Agreement and will not be used in the interpretation of any
provisions of this Bond Purchase Agreement.
16. Counterparts. This Bond Purchase Agreement 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.
17. Cancellation of Bond Purchase Agreements. As required by the provisions of
Arizona Revised Statutes Section 38-511, as amended, notice is hereby given that the State, its
political subdivisions (including the Corporation) 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 is not intended to expand or
enlarge the rights of the Corporation hereunder except as required by such Section 38-511. Each of
the parties hereto hereby certifies that it is not presently aware of any violation of Section 38-511
which would adversely affect the enforceability of this Bond Purchase Agreement and covenants that
it shall take no action which would result in a violation of such Section.
[Signature Pages to Follow]
437619.2
If you agree with the foregoing, please sign the enclosed counterpart of this Bond Purchase
Agreement and return it to the Underwriter. This Bond Purchase Agreement shall become a binding
agreement between you and the Underwriter when at least the counterpart of this letter shall have
been signed by or on behalf of each of the parties hereto and the Letter of Representation shall have
been signed on behalf of the Town.
Very truly yours,
STONE & YOUNGBERG LLC
By
Mark Reader
Managing Director
Accepted and confirmed as of the date first above written.
TOWN OF MARANA
MUNICIPAL PROPERTY CORPORATION
By
Name:
Title:
437619.2
SCHEDULE I
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BONDS, SERIES 2008
MATURITY SCHEDULE
Municipal Facilities Revenue Bonds,
Series 2008A
The Series 2008A Bonds mature on January 1 and July 1 in the years and amounts and bear
interest at the following per annum rates:
Principal Interest
Maturity Date Amount Rate Yield
Optional Redemption of Series 2008A Bonds:
The Series 2008A Bonds maturing on or after 1, 20_, will be subject to redemption,
at the option of the Corporation, acting at the request of the Town, in whole at any time, or in part,
on any interest Payment Date, in any order of maturity requested by the Town and by lot within a
maturity, on 1, 20_, or on any interest payment date thereafter by the payment of a
redemption price equal to the principal amount of each Series 2008A Bond called for redemption
plus accrued interest to the date fixed for redemption but without premium.
Mandatory Redemption of Series 2008A Bonds:
The Series 2008A Bonds maturing on 1, 20_, are subject to mandatory sinking
fund redemption on the following dates and in the following amounts at a price equal to the
principal amount thereof plus interest accrued to the date of redemption, but without premium:
Principal
Redemption Date Amount
437619.2
Municipal Facilities Revenue Bonds,
Series 2008B
The Series 2008B Bonds mature on January 1 and July 1 in the years and amounts and bear
interest at the following per annum rates:
Principal Interest
Maturi . Date Amount Rate Yield
Optional Redemption of Series 2008B Bonds:
The Series 2008B Bonds maturing on or after 1, 20_, will be subject to redemption,
at the option of the Corporation, acting at the request of the Town, in whole at any time, or in part,
on any interest Payment Date, in any order of maturity requested by the Town and by lot within a
maturity, on I, 20_, or on any interest payment date thereafter by the payment of a
redemption price equal to the principal amount of each Series 2008B Bond called for redemption
plus accrued interest to the date fixed for redemption but without premium.
43'7619.2
EXHIBIT A
TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION
MUNICIPAL FACILITIES REVENUE BONDS, SERIES 2008
Municipal Facilities Revenue Bonds,
Series 2008A
Municipal Facilities Revenue Bonds,
Series 2008B
Letter of Representation of the Town of Marana, Arizona
2008
Town of Marana Municipal Property Corporation
Marana, Arizona
Stone & Youngberg LLC
Phoenix, Arizona
Ladies and Gentlemen;
The Town of Marana Municipal Property Corporation (the "Corporation") and the Town of
Marana, Arizona (the "Town") propose to enter into a Fourth Supplement to Amended and Restated
Town Lease and Series 1992 Town Lease (the "Fourth Supplemental Town Lease"), to be dated as of
2008. Pursuant to a Bond Purchase Agreement, dated , 2008 (the "Bond
Purchase Agreement"),between Stone & Youngberg LLC (the "Underwriter") and the Corporation,
the Corporation proposes to issue $ aggregate principal amount of its Municipal
Facilities Revenue Bonds, Series 2008A (the "Series 2008A Bonds") and the Corporation's
Municipal Facilities Revenue Bonds, Series 2008B (the "Series 2008E Bonds," and together with the
Series 2008A Bonds, the "Bonds"). The Bonds will be issued and secured pursuant to a Trust
Indenture, dated as of October 1, 1997 (the "Indenture"), as supplemented by (1) a Series 2003
Supplemental Trust Indenture, dated as of September 1, 2003 (the "Series 2003 Supplemental
Indenture "), (2) a Series 2004 Supplemental Trust Indenture, dated as of Julyl, 2004 (the "Series
2004 Supplemental Indenture"), and (3) a Series 2008 Supplemental Trust Indenture, dated as of
2008 (the "Series 2008 Supplemental Indenture") (the Indenture, the Series 2003
Supplemental Indenture, the Series 2004 Supplemental Indenture, and Series 2008 Supplemental
Indenture are collectively referred to herein as the "Indentures"),between the Corporation and Wells
Fargo Bank, National Association (successor to Norwest Bank Arizona, N.A.), as trustee (together
with its successors, if any, as trustee under the Indentures, the "Trustee. "), pursuant to which certain
of the Corporation's rights under the Fourth Supplemental Town Lease will be assigned to the
437619.2
Trustee to pay, when due, the principal of and interest on the Bonds. The Bonds and the security
therefore are more fully described in the Official Statement of the Corporation, dated the date of this
Letter of Representation (the "Official Statement"). The Corporation and the Town will execute and
deliver tax certificates (together, the "Tax Agreement") regarding exclusion of interest on the Bonds
from gross income for income tax purposes. The Town will enter into and deliver a written
undertaking (the "Continuing Disclosure Undertaking") to provide, or cause to be provided, ongoing
disclosure for the benefit of the owners of the Bonds as described in the Continuing Disclosure
Undertaking for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934
(the "Disclosure Rule"). This Letter of Representation, the Fourth Supplemental Town Lease, the
Tax Agreement and the Continuing, Disclosure undertaking are referred to as the "Town
Documents." All capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such words and terms in the Bond Purchase Agreement.
In order to induce the Corporation and the Underwriter to enter into the Bond Purchase
Agreement and to make the offering and sale of the Bonds therein contemplated, the undersigned, on
behalf of the Town but not individually, hereby represents, warrants and agrees with the Corporation
and Underwriter as follows:
1 . The Town is a political subdivision of the State of Arizona (the "State"), and is
validly existing as a municipal corporation duly created, organized and existing under the laws of the
State, specifically Title 9, Chapter 1, Article 1, of the Arizona Revised Statutes, as amended and
supplemented, and has full legal right, power and authority, and at the date of the Closing will have
full legal right, power and authority (i) to enter into, execute and deliver the Town Documents, and
(ii) to carry out and consummate the transactions contemplated by the Town Documents and the
Preliminary Official Statement, and the Town has complied, and will at the Closing be in compliance
in all respects, with the terms of the Town Documents as they pertain to such transactions.
2. By all necessary official action of the Town prior to or concurrently with the
acceptance hereof, the Town has duly authorized all necessary action to be taken by it for (i) the
approval, execution and delivery of, and the performance by the Town of the obligations on its part,
contained in the Town Documents and (ii) the consummation by it of all other transactions
contemplated by the Preliminary Official Statement, the Town Documents, and any and all such
other agreements and documents as may be required to be executed, delivered and/or received by the
Town in order to carry out, give effect to, and consummate the transactions contemplated herein and
in the Official Statement.
3. The Town Documents constitute legal, valid and binding obligations of the Town,
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.
4. The Town 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
437619.2
other instrument to which the Town is a party or to which the Town is or any of its property or assets
are otherwise subject, and 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 Town under any of the foregoing; and the execution and delivery of the Town
Documents and compliance with the provisions on the Town's part contained therein, will not
conflict with or constitute a breach of or default under any material constitutional provision,
administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
agreement or other instrument to which the Town is a party or to which the Town is or to which any
of its property or assets are otherwise subject nor will any such execution, delivery, adoption or
compliance 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 Town securing the
Bonds or under the terms of any such law, regulation or instrument.
5. 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 Town of its
obligations under the Town Documents have been duly obtained.
6. There is no legislation, 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 Town, affecting the existence of the Town or the titles of its officers to their
respective offices, or affecting or seeking to prohibit, restrain or enjoin the collection of excise taxes
(or other fees, fines and forfeitures) securing the payment of principal of and interest on the Bonds
pursuant to the Indentures or in any way contesting or affecting the validity or enforceability of the
Town Documents, 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 Town or any authority for the execution and delivery of the Town Documents, nor, to
the best knowledge of the Town, is there any basis therefore, wherein an unfavorable decision, ruling
or finding would materially adversely affect the validity or enforceability of the Town Documents.
7. As of the date thereof, the Preliminary Official Statement did 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, in the light of the circumstances under which they were made, not
misleading.
8. At the time of the Underwriter's acceptance hereof and (unless the Official Statement
is amended or supplemented pursuant to paragraph (c) of Section 3 of the Bond Purchase
Agreement) at all times subsequent thereto during the period up to and including the date of Closing,
the Official Statement does not and will not contain any untrue statement of a material fact or omit to
start 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.
9. If the Official Statement is supplemented or amended pursuant to paragraph (c) of
437619.2
Section 3 of the Bond Purchase Agreement, at the time of each supplement or amendment thereto
and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times
subsequent thereto during the period up to and including the date of Closing 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.
10. The financial statements of, and other financial information regarding the Town,
in the Official Statement fairly present the financial position and results of the Town 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 Town, and the Town is not a party to any litigation or other proceeding pending or threatened
which, if decided adversely to the Town, would have a materially adverse effect on the financial
condition of the Town.
11. The statements and information contained in the Official Statement under the captions
"EXCISE TAXES" and "TOWN GENERAL FUND" as well as Exhibits A, B and C fairly and
accurately, summarized the matters purported to be summarized therein.
12. Any certificate, signed by any official of the Town authorized to do so in connection
with the transactions contemplated by this Letter of Representation, shall be deemed a representation
and warranty by the Town to the Underwriter as to the statements made therein.
13. The Town hereby authorizes the use of the Official Statement, including all
amendments and supplements thereto, by the Underwriter in connection with the public offering and
sale of the Bonds, ratifies and consents to the use by the Underwriter prior to the date hereof of the
Preliminary Official Statement in connection with the public offering and sale of the Bonds and
agrees to cause reasonable quantities of the Official Statement to be delivered to the Underwriter,
without, charge, within seven (7) business days of the date hereof, provided that at least one copy of
the Official Statement will be materially executed on behalf of the Town by. an authorized officer.
14. By its execution hereof, the Town hereby deems the Preliminary Official Statement
final for the purposes and within the meaning of the Disclosure Rule, except for information
permitted to be omitted therefrom by the Disclosure Rule, provided, however, that the foregoing
does not include a representation as to the finality of the statements and information contained in
such form of the Preliminary Official Statement concerning the Corporation.
15. As required by the provisions of A.R.S. § 38-511, as amended, notice is hereby given
of that statute.
[ 16. The Town has designated the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code and has certified that it reasonably anticipates that the
aggregate amount of qualified tax-exempt obligations (as defined in Section 265(b)(3) of the Code)
that will be issued by or on behalf of the Town in calendar year 2008 will not exceed $10,000,000.]
437619.2
The representations, warranties and agreements contained herein shall survive the Closing
Date under the Bond Purchase Agreement and any investigation made by or on behalf of the
Underwriter or any person who controls (as aforesaid) the Underwriter of any matters described in or
related to the transactions contemplated hereby and by the Bond Purchase Agreement and the
Official Statement.
This Letter of Representation shall be binding upon and inure solely to the benefit of the
Corporation, the Underwriter, and the Town and, to the extent set forth herein, persons controlling
the Corporation, the Underwriter, or the Town, and their respective personal representatives,
successors, assigns, and no other person or firm shall acquire or have any right under or by virtue of
this Letter of Representation. No recourse under or upon any obligation, covenant or agreement
contained in This Letter of Representation shall be had against any officer of the Town as an
individual.
If the foregoing is in accordance with your understanding of the agreement between us kindly
sign and deliver this Letter of Representation whereupon this will constitute a binding agreement
among the Town, the Corporation and the Underwriter in accordance with the terms hereof.
Very truly yours,
ATTEST:
Title
Accepted and confirmed as of the date first above written.
STONE & YOUNGBERG LLC
By
Name
Title
TOWN OF MARANA, ARIZONA
By: _
Name:
Title:
437619.2
`pWN 7F
TOWN COUNCIL
MEETING TOWN OF MARANA 9 MA NA ~
INFORMATION
gRIZONp
MEETING DATE: May 20, 2008 AGENDA ITEM: L.1
TO: MAYOR AND COUNCIL
FROM: Michael A. Reuwsaat, Town Manager/Stephen Romero,
Intergovernmental Affairs Administrator
SUBJECT: State Legislative Issues: Discussion/Direction/Action regarding all
pending bills before the Legislature
DISCUSSION
This item is scheduled for each regular council Meeting in order to provide an opportunity to
discuss any legislative item that might arise during the current session of the State Legislature.
Periodically, an oral report maybe given to supplement the Legislative Bulletins.
ATTACHMENTS
Legislative Bulletin, Issues 17 and 18.
RECOMMENDATION
Upon the request of Council, staff will be pleased to provide recommendations on specific
legislative issues.
SUGGESTED MOTION
Mayor and Council's pleasure.
JCB/OS/13/2008/3:18 PM
Bulletin -Issue 17 -May 2, 2008
IN THIS
ISSUE
Governor Publicly Backs Shared
Revenues. Again ......................... 1
Local Immigration Enforcement
Vetoed .......................................... 1
Governor Signs Employer Santions
Overhaul ...................................... 2
Driving And Operating Under The
Influence ...................................... 2
Governor Signs League
Resolution! ................................... 3
Resolutions Training -May 16,
2008 ............................................. 3
League Champion Jennifer Bums
Calls It Quits ................................ 3
The Weekly Spotlight .................. 3
Legislative Bulletin is published by the
League of Arizona Cities and Towns.
Forwazd your comments or suggestions
to:
League of Arizona Cities &. Towns
1820 West Washington Street
Phoenix, Arizona 85007
Phone: 602-258-5786
Fax: 602-253-3874
Email: league@azleague.org
GOVERNOR PUBLICLY BACKS SHARED REVENUES.
AGAIN.
This Thursday the Senate Health and Higher Education committees convened a rare
joint hearing before a packed hearing room to hear testimony from the Stimulus Plan
for Economic and Educational Development (SPEED) Coalition. The SPEED
Coalition seeks approval of an ambitious $1.4 billion bond program to build
infrastructure for Arizona's three major universities. Many people, including Mayors
Hugh Hallman (Tempe), Joe Donaldson (Flagstaff) and Phil Gordon (Phoenix)
offered testimony in support of the Coalition's goals.
Senator Robert "Bob" Burns (R-Peoria) suggested during the hearing that the state
didn't have the money to make the payments on the bonds, but instead the payments
should come from the four university cities' Urban Revenue Sharing Funds. Shortly
after Sen. Burns made his assertion, Governor Janet Napolitano spoke to the joint
committee in support of SPEED. The topic quickly turned to the use of shared
revenues.
Senator Amanda Aguirre (D-Yuma) voiced her own concerns about any cuts to
revenue sharing and then proceeded to ask the Governor whether taking money from
the cities' Urban Revenue Sharing Fund to pay for state infrastructure was wise. The
Governor responded sharply and definitively "No" because cities use revenue sharing
funds to "pay for police, fire, libraries and parks -services the state does not pay
for." The Governor also added that her FY 2008-09 budget proposal does not touch
any shared revenues and that the state does not need to harm local governments in
order to balance its budget. Senator Tom O'Halleran (R-Sedona), co-chair of the
joint committee, agreed with the Governor on protecting shared revenues.
We applaud the Governor's strong support of shared revenues and the cities' role in
keeping the state safe and vibrant. Please send the Governor's Office a note to thank
her for her continuing support of cities and shared revenue:
The Honorable Janet Napolitano
Governor of Arizona
1700 West Washington Street
Phoenix, Arizona 85007
LOCAL IMMIGRATION ENFORCEMENT VETOED
Governor Janet Napolitano vetoed House Bill 2807 -immigration; local enforcement - on Monday. The bill,
sponsored by Representative John Nelson (R-Glendale), passed out of the House on a 56-0 vote and 20-9 in the
Senate, but was criticized late in the legislative process by immigration activists who felt it could lead to racial
profiling.
Apri125, 2008
Local Immigration Enforcement Vetoed contd.
In her veto letter, the Governor focused primarily on
the potential financial impact of the bill, calling it "an
unnecessary unfunded mandate to law enforcement."
The bill had two major provisions:
^ prohibiting restrictions on the ability of local
law enforcement to communicate with other
governmental entities regarding an
individual's immigration status; and
^ a requirement that county and local law
enforcement had to institute a program for
officers to be trained in immigration
enforcement procedures by federal authorities.
The training was to be paid for with federal funds or,
if that was unavailable, with state funds. The
Governor said that final provision could end up
costing the state as much as $100 million, something
it could not afford at a time of significant budget
shortfalls.
The League worked with Rep. Nelson on the
development of the bill, and was officially neutral as it
went through the legislative process.
There is some concern that the veto may inject new
energy into initiative groups seeking to place a more
restrictive enforcement provision on the ballot.
GOVERNOR SIGNS EMPLOYER
SANCTIONS OVERHAUL
Governor Napolitano signed House Bill 2745 -
employer sanctions - on May 1st. This bill makes
several adjustments to last year's legislation. New
provisions include:
^ Anyone on the payroll January 1 of this year
is not subject to verification of citizenship
status;
^ A violation at one location only affects that
location, not the entire corporation;
^ Governmental entities must verify legal
presence of a license applicant before issuing
a license;
^ A prohibition for units of government, after
September 30, 2008, from a awarding a
contract if the contractor or subcontractor fails
to comply with state E-Verify requirements;
and
^ Requirements for government bodies to
ensure that their contractors and
subcontractors comply with federal
immigration laws and state E-Verify
requirements.
The League will prepare a fact sheet on how to
comply with this new law.
DRIVING AND OPERATING UNDER
THE INFLUENCE
The Governor vetoed House Bill 2395 -driving;
boating; under the influence - on April 29th. In her
veto letter she averred that halving the time for a
person to have an ignition interlock device (IID) from
one year to six months was too abrupt a change too
soon. It was just last session that the IID provision
was added.
Besides the IID change, this bill would also have
reduced judicial discretion in sentencing, increased
penalties for operating a watercraft under the
influence and created new requirements for license
suspensions. There may be attempts to resurrect some
of these provisions in other legislation. We'll keep
you apprised of any developments.
CONCEALED WEAPONS BILL
VETOED
The Governor vetoed House Bill 2630 -concealed
weapons; petty offense. Sponsored by Representative
Russell Pearce (R-Mesa), the bill would have changed
the penalty for carrying a concealed weapon without a
permit from a Class 1 misdemeanor to a petty offense.
This change would not have applied if the violation
occurred in the commission or attempted commission
of certain offenses. If the person was only convicted
of a petty offense, the court could not confiscate the
weapon.
After passing through both houses with very close
votes, H.B. 2630 was sent to the Governor on April
24''', and vetoed on April 29th. In her explanatory
letter, the Governor cited a nearly identical bill that
was also vetoed last year. The Governor stated in her
letter that the safety of Arizona citizens and law
enforcement officers is of paramount importance, and
that the current level of penalties for lawbreakers in
possession of deadly weapons must be maintained.
The League opposed this bill along with the law
enforcement community.
2 Apri125, 2008
GOVERNOR SIGNS LEAGUE
RESOLUTION!
Governor Napolitano signed House Bill 2155 -transfer
of development rights -this week, just days after it
passed the Senate with a 24-2-4 vote. This Resolution
was sponsored by Representative Jonathan Paton (R-
Tucson) and spearheaded by the City of Tucson and the
County Supervisors Association. It expands the ability
of municipalities and counties to transfer development
rights between jurisdictions, and will improve cities'
and towns' ability to utilize this important growth
management tool and work with neighboring
jurisdictions to promote smart growth. This legislation
becomes effective on the general effective date, or 90
days after the end of session.
RESOLUTIONS TRAINING -
MAY 16, 2008
The League will be hosting a training session on the
resolutions process on Friday, May 16th from 9:30 to
11:30 at the League building. League staff will go over
the purpose of resolutions and the resolutions adoption
process. This training will be a great opportunity to
learn the process or as a refresher course for those who
have participated in resolutions before. Please RSVP
to Mannat Singh at msingh(a,azleague.org if you would
like to attend this event.
LEAGUE CHAMPION JENNIFER
BURNS CALLS IT QUITS
Representative Jennifer Burns (R-Tucson) announced
this week that she will not run for a fourth term in the
Arizona House of Representatives. During her time at
the Capitol, Rep. Burns has been a moderate and
thoughtful voice in the House, often taking difficult
positions on controversial issues. She stood strong for
cities and towns on many issues, especially during the
attacks on eminent domain powers in the 2006
legislative session. The League recognized her with a
League Champion award for that session and she has
received the Friend of Cities and Towns Award every
year she has been in office. The League, along with its
members, sincerely appreciates those efforts and
wishes Rep. Burns the best of luck in her future
endeavors.
The Weekly Spotlight -
Representative David Lujan
Representative David Lujan (D-
Phoenix) is a native Arizonan who
was born in Phoenix, and graduated
from Washington High School. His
BA in Marketing and Law Degree 'f
are both from Arizona State ~"` '
University. _';
.3..
k..'..;.
First elected to the Arizona House of ~ ''.~ ~':(
Representatives in 2004, Mr. Lujan
is currently serving his second term representing
District 15, which covers most of the central Phoenix
area. He is the Ranking Democrat on the House K-12
Education Committee, and is also a member of the
House Appropriations Committee.
In 2006, Representative Lujan was elected to his
second term on the Phoenix Union High School
District Governing Board. He is currently serving as
Board President, and working to bring a 21st Century
focus and curriculum to the school district. He is also
the Staff Attorney for Defenders of Children, a non-
profit organization providing legal and support services
for children who are victims of abuse.
Prior to being elected to the House of Representatives,
Mr. Lujan was Assistant Attorney General,
representing the State of Arizona in school funding law
suits, and legal counsel to the Arizona School Facilities
Board. He also worked as an attorney for the National
Labor Relations Board, investigating and penalizing
employers who violated Federal Labor
Laws. Representative Lujan is well known for his past
work with the State Senate Judiciary Committee, where
as anon-partisan attorney, he worked with Democrats
and Republicans on all legislation dealing with prisons,
the criminal code, election law and the courts.
Representative Lujan is the recipient of numerous
awards, including the 2006 Arizona Students
Association's Legislator of the Year Award, and the
2006 Arizona Business and Education Coalition's
Legislative Partner Award. He is also a volunteer
attorney coach for the Central High School mock trial
team, is on the Board of Directors for the Christown
YMCA and St. Joseph the Worker, and the Community
Advisory Board for the University Of Arizona College
Of Medicine -Phoenix Campus, and is Chair of the
Advisory Board for the Arizona Latino Leadership
Institute.
What prompted you to run for the legislature?
I have worked in a number of different staff
positions in and around the legislature, including as
Apri125, 2008
a Page, Intern, Senate staff and as an Assistant
Attorney General. As a staff person at the
legislature, I was never allowed to express my
opinions on issues but I often wished that the
legislature would do more on certain issues,
particularly those relating to education and social
services. So when an opening occurred in my
legislative district for a House seat, I decided to run
to be able to have a bigger impact on those issues
that are important to me.
How would you get more people interested in the
legislative arena?
I believe the more people have an opportunity to
observe the legislative process and to see how so
many issues we address at the legislature have an
impact on their lives that they will naturally want
to become more involved. The good news is that I
think it is much easier to follow what is happening
at the legislature today than it was just 10 years
ago. We have an excellent website and now a cable
channel dedicated to what is happening at the
legislature. Combine that with the emergence of
blogs and the ease of communicating by e-mail, I
think it is resulting in more people getting involved
in the legislative process.
What's your proudest legislative achievement?
Helping to get additional funding in the state
budget for math and science programs.
What do you think is the proper role of state
government? Of local government?
The legislature should create the broader policies,
infrastructure and programs that will best enable all
Arizonans to succeed and we should leave it to the
local governments to control how they manage
their cities. Having been on a school board for 6
years now, I strongly believe in the concept of
local control.
What kinds of things do you do to relax -favorite
music, books, etc?
I am a huge sports fan. I love the Diamondbacks,
Suns and Cardinals and often attend their games as
well as many of the teams at ASU. Recently, I have
been playing a lot of racquetball. I travel as much
as I can.
Thank you for your time.
Thank you for the opportunity to appear in your
newsletter!
4 Apri125, 2008
Arizona
~iy
Towns
Bulletin -Issue 18 -May 9, 2008
IN THIS
ISSUE
Budget Update ............................. 1
T.I.M.E. Transportation Initiative
Filed ............................................. 1
Washington Wire ......................... 2
Website Posting Bill Advances ... 2
Biofuel Conversion Fund
Established ................................... 2
Resolutions Training Reminder ... 3
The Weekly Spotlight .................. 3
Legislative Bulletin is published by the
League of Arizona Cities and Towns.
Forward your comments or suggestions
t«
League of Arizona Cities & Towns
1820 Wes[ Washington Street
Phoenix, Arizona 85007
Phone: 602-258-5786
Fax: 602-253-3874
Email: league@azleague. org
Internet: www.azleague.org
BUDGET UPDATE
On Wednesday, in a surprising. and highly unusual move, the House and Senate
asked each other, as required by Article IV, Part 2, Section 9 of the Constitution, for
permission to adjourn for longer than three consecutive days. Both chambers
consented and, as a result, will reconvene on Monday, May 12th. Each chamber
indicated that leadership will be using this time to deal with the FY 2008-09 budget.
Conversations relating to the budget center around a proposal anticipated to come
from the Republicans on Monday. Reportedly, this proposal will balance the budget
with deep spending cuts; many agree that the proposal would also have to include
borrowing. The state's projected spending for the fiscal year is said to exceed
expected revenues by nearly $2 billion, leaving many difficult decisions for the
Legislature. The League continues to encourage legislators (see Senator Jack
Harper's comments below) and the Governor (see Bulletin issue #17) to protect
shared revenues as budget negotiations move forward. Any reduction in shared
revenues would only shift the state's shortfall on local governments that are already
making necessary adjustments due to the economic downturn.
As we wait for the Legislature to release results from their budget negotiations,
limited floor calendars continue to appear. Additionally, conference committees will
meet until at least May 16th - a deadline extended by the House; the Senate has not
put a deadline on conference committees.
With session slowly moving forward, the per diem deadline for legislators rapidly
approaches. Per diem is the amount of compensation members receive daily to cover
their travel and other expenses. May 12th, the 120th day of session, marks the last
day that lawmakers will receive their full per diem of $35 (those living within
Maricopa County) and $60 (those living outside Maricopa County). After that date,
those living within Maricopa County will receive only $10, and those outside of Maricopa County will receive $20.
T.I.M.E TRANSPORTATION INITIATIVE FILED
The much-discussed Transportation Infrastructure Moving Arizona's Economy (TIME) Initiative was filed with the
Secretary of State's office this week and supporters are now working to gather the 153,365 signatures needed by July
3rd to put it on the November ballot. This measure proposes a 1% increase in the state sales tax over the next 30
years to fund an estimated $42 billion of infrastructure projects.
Many modes of transportation are provided for in the initiative, including traditional options such as roads, highways
and freeways, as well as rail, bike paths, senior and disable transportation, and walkways. The measure also gives
statutory authority for public-private partnerships-a mechanism frequently discussed at the capitol for constructing
toll roads and other innovative transportation solutions.
While the state is in serious need of new transportation funding sources, critics have already pointed out flaws in the
proposal. A major concern is the risky nature of tying the funding to the volatile sales tax, which already makes up
nearly half of the state's general fund revenue. Other concerns include the effect on local governments' tax base,
how the funding is divided up and how the projects will be determined.
Apri125, 2008
T.I.M.E. Transportation Initiative Filed contd.
The League is currently working to determine as
accurately as possible the amount of funding that each
city or town is expected to receive-a complicated
task given the funding breakdown created in the
initiative:
- 55% of the sales tax monies are to be dedicated to
roads/highways as follows:
• 49% to projects in Maricopa County
• 12% to projects in Pima County
• 39% to projects in all other counties
- 18% of the sales tax monies are to be dedicated to
rail/transit projects as follows:
• 8% to projects in Maricopa County
• 5% to projects in Pima County
• 87% to any project in the state
- 26% of the sales tax monies are to be dedicated to
local transportation projects as follows (based on
population):
• 60% to cities, towns and Indian Reservations
in Maricopa County (the county itself is
conspicuously absent from the list)
• 38% to all other counties, and the cities and
towns within them
• 2% to Indian Tribes in any county other than
Maricopa
• 4% for `transportation related enhancements'
(easements, environmental issues, landscaping)
to cities, towns, counties and Indian tribes
• 3% to open space conservation and wildlife
habitat fund, to be distributed through a grant
program with Arizona Department of
Transportation and the Arizona Game and Fish
Department
Copies of the initiative are available from the Arizona
Secretary of State's office, as well as the League.
Please contact us if you would like a copy.
WASHINGTON WIRE
On Monday, May 12, the U.S. Senate is scheduled to
begin consideration of the mandatory collective
bargaining legislation, the Public Safety Employer -
Employee Cooperation Act of 2007 (H.R. 980/S.
2123). This legislation would preempt local
government authority in every state by forcing all
local governments to negotiate with labor
unions representing public safety officers over the
terms and conditions of employment. This mandate
would be imposed regardless of state constitutions,
state laws or local laws. The financial implications of
such a policy could be devastating for Arizona's cities
and towns.
The National League of Cities spearheads the effort to
oppose this legislation. The Arizona League
confirmed that both Arizona senators oppose the Act
and we hope other states' senators oppose it as well.
Please send notes of encouragement or make calls to
the offices of Senators John McCain and John Kyl
thanking them for their strong opposition to S.2123.
WEBSITE POSTING BILL ADVANCES
Senate Bill 1024, sponsored by Senator Linda Gray
(R-Glendale) passed its Final Read on Wednesday
May 7th 28-0-2 and went to the Governor. As
amended this bill requires all election authorities to
post campaign finance information on their respective
websites (if they have websites). The bill does have
exemptions:
• only counties over 100,000 and municipalities
over 2,500 have to post; and
• only if a candidate spends $500 or more.
The League worked with the sponsor to get these
exemptions placed into the bill and had an official
stance of "neutral."
BIOFUEL CONVERSION FUND
ESTABLISHED
Provisions were added to House Bill 2621 that will
allow cities and towns to receive grants to build and
convert biofuel dispensing equipment for fleet
vehicles. The Director of the Department of Weights
and Measures will administer the Arizona Biofuels
Conversion Program. The program will award grants
to cities, towns, school districts and private entities.
Monies for the grants will come from state and
federal funds, gifts, grants and private donations.
Proponents of the bill are looking at similar programs
in other states, such as Georgia, to determine how to
fund the grants.
"Biofuel" is defined in the legislation as a solid,
liquid or gaseous fuel that is derived from biomass
and that can be used directly for heating or power or
as a motor fuel. "Biomass" means biological
material, such as plant or animal matter (but not
organic material that has been transformed into coal
or petroleum by geological processes) that can be
transformed into biofuel. The bill is sponsored by
Representative Tom Boone (R-Peoria) and
supported by the League and several cities.
The bill recently passed out of a conference
committee and awaits Final Read in both chambers,
where it is expected to pass and be signed by the
Governor.
Apri125, 2008
RESOLUTIONS TRAINING
REMINDER
The League will be hosting a Resolutions Training on
Friday, May 19th at 9:30 am. This is a chance to
learn more about the process and policy strategy
behind the League Resolution, as well as to get any of
your questions answered. Please RSVP to Mannat
Singh at msingh~a,azlea ug e.org if you are able to
attend or would like to call in. You can contact
Cheyenne Walsh at any time with Resolutions-related
questions.
The Weekly Spotlight -
Senator Jack Harper
This week's Spotlight features W
Senator Jack Harper (R-
Surprise). Senator Jack Harper
moved to Arizona at the age of
seven, and upon graduating from
high school attended college before
entering the U.S. Army. He served
for two years in Germany in the
First Infantry Division and then
continued to serve his country as a
member of the Arizona National
Guard for another six years. He finished his eight year
enlistment as a Sergeant E-5. In 1992 he set out to be
a small business owner and began the process of
working a few jobs at a time and saving money to
open his franchise business. At the age of 28 he
opened his first restaurant, and after gaining valuable
business and community experience, he decided to
run for the Senate. He has been elected to his third
term in the Arizona State Senate from Legislative
District Four.
Senator Harper has been married to his wife, Holly,
since May of 1990. She is a teacher with the Deer
Valley Unified School district, and together they have
two daughters -Jaclyn and Amanda. As a family,
they are very active in their community. Senator
Harper has sponsored many youth sports teams, such
as Arrowhead Little League and AYSO Soccer. The
senator has sponsored the principal's list at
elementary schools for years, where he donated
lunches to students who achieve straight A's. He has
been recognized by the Deer Valley Education
Foundation for his contributions to education. He has
also sponsored reading incentive programs at many
schools to aid the teachers in encouraging children to
read. Senator Harper has sponsored many church
functions, women's groups, and various other
organizations. He has lived in the northwest valley for
approximately eleven years, and resides in Surprise,
near Sun City and Sun City Grand.
Senator Harper is a member of the Appropriations
Committee, Vice-Chair of Public Safety and Human
Services Committee, and Chairman of the
Government Committee.
What prompted you to run for the legislature?
I was concerned about the direction of the Legislature
in 2002, fiscally and socially. This Legislature, and
past Legislatures, has overspent in times of surplus -
which led to a time of deficit. The State Legislature
had drifted to a liberal position on social and fiscal
issues.
How would you get more people interested in the
legislative arena?
The first thing would be to explain to people that there
is a Senate and House in the state, separate from
Congress. Most people do not remember that there is
a state legislature, separate from the federal. If
someone wants to run for the Legislature, they could
run on their own, but it helps to have guidance from
an incumbent.
What's your proudest legislative achievement?
My proudest achievement was eliminating income tax
on active duty military pay. I worked on this for years
and allowed Representative Paton to carry the final
bill.
What do you think is the proper role of state
government? Of local government?
The state government's purpose is to oversee state
highways, education, prisons, regulation of
businesses, and maintain social norms. The
responsibility of local government is to oversee the
building of roads, communities, and public safety.
What kinds of things do you do to relax -favorite
music, books, etc?
I like to take my wife horseback riding on the
weekends.
Is there anything else you would like to add, Senator?
Since enactment of the ban on sales tax subsidies for
retail entities, I have been a strong defender of state
shared revenue. I appreciate the hardworking men and
women in public safety and I believe that despite the
state's fiscal problems, the Legislature should not raid
state shared revenue.
Thank you for your time.
Thank you for the opportunity.
April 25, 2008
tOWN OF
TOWN COUNCIL = ,r
MEETING TOWN OF MARANA q t~AN,a ;
INFORMATION
gR1ZON~
MEETING DATE: May 20, 2008 AGENDA ITEM: L. 2
TO: MAYOR AND COUNCIL
FROM: Jocelyn Bronson, Town Clerk
Gilbert Davidson, Deputy Town Manager
SUBJECT: Discussion/Possible Action: Invocation/Prayer/Moment of Silence
at Council Meetings
DISCUSSION
At the May 6, 2008 meeting, Council asked to have this item brought forward for discussion.
Town Clerk staff contacted the Town of Oro Valley, the City of Tucson, the Town of Sahuarita
and the City of Casa Grande to determine what their process is for having an invocation/moment
of silence or prayer at Council Meetings. The following are the results of the municipalities sur-
veyed:
Oro Valley -only does the pledge of allegiance; moment of silence is observed on rare occa-
sions.
City of Tucson -does an invocation at each meeting; they follow the calendar of events and
holidays for possible guests. Presenters must be non-denominational and non-sectarian, and this
is strictly enforced. Staff reviews and approves material.
Town of Sahuarita -Invocation; sends out letters to local ministers, etc. at the beginning of each
year. The schedule is created for the year from those who respond. Non-denominational/non-
sectarian loosely enforced.
City of Casa Grande -Invocation; no set schedule for guests saying the invocation; if a member
of the clergy attends a meeting, they maybe invited to give an invocation.
PRO/CON arguments from the jurisdictions:
PRO. None mentioned other than to serve the needs/wants of the public; Casa Grande and Sa-
huarita don't expend staff time arranging for guest speakers.
CON: Entities with a formal process have shared the fallowing: Time-consuming to arrange the
speakers -approximately 2+ hours per week; calling guests to remind them of their commitment;
reviewing and approving material; problem finding people to give the invocation on a consistent
basis; sometimes it becomes a touchy subject; if something inappropriate is said, Council has
received backlash for letting the guest speak; if no one shows up, the staff must ask someone to
speak at the last moment.
ATTACHMENTS
Guidelines for Civic Occasions: When you are asked to give public prayer in a diverse society.
RECOMMENDATION
Information only for discussion; Council's pleasure.
SUGGESTED MOTION
Council's pleasure.
{00009179.DOC /} -2- JF 5/11/08
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