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Resolution 2010-024 loan agreement with the water infrastructure finance authority of arizona
RESOLUTION NO. 2010-24 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA FROM ITS DRINKING WATER REVOLVING FUND PROGRAM AND, IF NECESSARY, GUARANTY OR SIMILAR AGREEMENTS TO PROVIDE INSUR- ANCE POLICIES OR SURETY BONDS NECESSARY IN CON- NECTION THEREWITH; DELEGATING THE DETERMINATION OF CERTAIN MATTERS RELATING THERETO TO THE FINANCE DIRECTOR OF THE TOWN; PROVIDING FOR THE TRANSFER OF CERTAIN MONEYS AND MAKING CERTAIN COVENANTS AND AGREEMENTS WITH RESPECT THERETO; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN AGREEMENT AND THIS RESOLUTION AND DECLARING AN EMERGENCY WHEREAS, the Mayor and Common Council of the Town of Marana, Arizona (the "Town"), has heretofore applied to the Water Infrastructure Finance of Arizona (the "Authority"), for a loan (the "Loan") from the Authority's Drinking Water Revolving Fund Program (the "Program") to provide funds for (1) a 16-inch ductile iron pipe ("DIP") waterline from 400 feet south of Camino de Mariana along the 14/15 section line to Camino de Mariana and Blue Bonnet Road; approximately 7,750 linear feet; (2) a 24-inch DIP waterline to be installed within the construction of the Twin Peaks interchange from the eastern edge of Linda Vista/Twin Peaks to the western edge of the Santa Cruz River at Twin Peaks and traversing the Santa Cruz River, I-10 and the Union Pacific Railway (approximately 4,300 feet); (3) an eight-inch waterline, 1,327 feet long from Eaglestone Loop south to half a mile north of Cortaro Fames Road to connect the Hartman water system to the Cortaro/Osrhin water system; (4) a new well, a waterline and an additional booster station at one of the reservoirs to provide capacity for the area served by the Silverbell Well and (5)acquisition of seven wells from the Cortaro Marana Irrigation District as well as payment of the Town's proportionate share of expenses of administering the Program and any bonds issued by the Authority with respect thereto (collectively, the "Project"); and WHEREAS, the terms and conditions under which the Loan will be made and the obligations of the Town with respect to the Loan will be set forth in a loan agreement to be executed and delivered by the Town and the Authority (the "Loan Agreement"); and WHEREAS, the Mayor and Common Council of the Town have determined that, if required by the Authority, it will be advantageous to provide credit enhancement as well as fund any reserve fund requirement for the Loan by purchasing insurance policies or surety bonds (collectively, the "Credit Instrument") pursuant to guaranty or similar agreements to be executed and delivered by the Town and the Issuer (collectively, the "Reserve Fund Agreement"); and WHEREAS, the Loan and the loan repayments payable by the Town pursuant to the Loan Agreement (the "Loan Repayments") will be secured by a pledge of certain revenues to be received by the Town from the ownership, use or operation of the properties and facilities of the complete waterworks plant and system of the Town (the "Source of Payment"); and WHEREAS, the Mayor and Common Council of the Town have determined that it will be beneficial to the citizens of the Town to enter into and to perform the Loan Agreement, whereby the Town will borrow not to exceed $5,250,000 from the Authority; and WHEREAS, the Loan shall be repaid on or before twenty-one (21) years from the date of the execution and delivery of the Loan Agreement and the Loan shall bear interest at a rate not to exceed five percent (50) per annum; and WHEREAS, the proposed form of the Loan Agreement has been placed on file with the Clerk of the Town and presented at the meeting at which this Resolution was adopted; NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, THAT: Section 1. (A) The form, terms and provisions of the Loan Agreement, in the form of such document (including the exhibits thereto) presented at the meeting at which this Resolution was adopted are hereby approved, with such insertions, omissions and changes, not inconsistent with the Town's application to the Authority or the requirements of the federal government or the Authority or which would result in terms more adverse to the Town, as shall be approved by the Finance Director of the Town, the execution of such document being conclusive evidence of such approval, and the Mayor or, in the absence thereof, the Vice Mayor of the Town and the Clerk of the Town are hereby authorized and directed, for and on behalf of the Town, to execute and attest and deliver, respectively, the Loan Agreement. (B) If required for purposes of the Loan Agreement, the Finance Director o'f the Town is hereby authorized to take all steps necessary to arrange for the provision of the Credit Instrument and to secure the Credit Instrument with the Source of Repayment, and the Mayor and Common Council of the Town hereby delegate to the Finance Director of the Town the authority to determine the form, terms and provisions of the Credit Instrument as well as the related Reserve Fund Agreement. The Mayor or, in the absence thereof, the Vice Mayor of the Town and the Clerk of the Town are hereby authorized and directed, for and on behalf of the Town, to execute and attest and deliver, respectively, the Reserve Fund Agreement if the Credit Instrument is required by the Authority. Section 2. For the payment of the principal of and inter- est on the Loan, the Town shall pay the Loan Repayments provided for in the Loan Agreement and the amounts due pursuant to the Reserve Fund Agreement, respectively. The Town shall also pay all other amounts required to be paid by the Town pursuant to the provisions of the Loan Agreement and, if the Credit Instrument is required by the Authority, the Reserve Fund Agreement. Section 3. The obligation of the Town to pay the Loan Repayments provided for in the Loan Agreement and, if the Credit Instrument is required by the Authority, the amounts due pursuant to the Reserve Fund Agreement as well as to make the other payments provided for in the Loan Agreement is limited to payment from the Source of Repayment, and the obligations of the Town under the Loan Agreement and, if the Credit Instrument is required by the Authority, the Reserve Fund Agreement 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. Section 4. The appropriate officials and officers of the Town are hereby authorized and directed to take all action necessary or reasonably required to carry out, give effect to and to consummate the transactions contemplated by the Loan Agreement and, if the Credit Instrument is required by the Authority, the Reserve Fund Agreement, and by this Resolution, including, without limitation, the execution and delivery of any closing and other documents reasonably required to be delivered in connection therewith. Section 5. If any section, paragraph, subdivision, sen- tence, clause or phrase of this Resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this Resolution. The Mayor and Common Council of the Town hereby declare that it would have adopted this Resolution and each and every other section, paragraph, subdivi- sion, sentence, clause or phrase hereof and authorized the execution and delivery of the Loan Agreement pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Resolution may be held illegal, invalid or unenforceable. All resolutions or parts thereof, inconsis- tent herewith, are hereby waived to the extent only of such inconsis- tency. This waiver shall not be construed as reviving any resolution or any part thereof. Section 6. All actions of the officers and agents of the Town including the Mayor and Common Council of the Town which conform to the purposes and intent of this Resolution and which further the execution and delivery of the Loan Agreement as contemplated by this Resolution, whether heretofore or hereafter taken, are hereby rati- fied, confirmed and approved. The proper officers and agents of .the Town are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the Town as may be necessary to carry out the terms and intent of this Resolution. Section 7. All acts and conditions necessary to be performed by the Town or to have been met precedent to and in the execution and delivery of the Loan Agreement in order to make it a legal, valid and binding obligation of the Town will at the time of delivery of the Loan Agreement have been performed and have been met, in regular and due form as required by law, and no statutory, charter or constitutional limitation of indebtedness or taxation will have been exceeded in the execution and delivery of the Loan Agreement. Section 8. All formal actions of the Mayor and Common Council of the Town concerning and relating to the passage of this Resolution were taken in an open meeting of the Mayor and Common Council of the Town, and all deliberations of the Mayor and Common Council of the Town and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements. Section 9. The immediate operation of the provisions of this Resolution is necessary for the preservation of the public health and welfare and for the further reason that the execution and delivery at the earliest possible date of the Loan Agreement is urgently needed to attempt to secure the lowest possible interest cost to the Town; therefore, an emergency is hereby declared to exist and this Resolu- tion is enacted as an emergency measure and shall be in full force and effect from and after the passage and adoption by the Mayor and Common 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. Section 10. After the execution and delivery of the Loan Agreement and upon receipt of the Loan from the Authority, this Reso- lution shall be and remain irrepealably until the Loan and the Loan Agreement and the interest thereon shall have been fully paid, cancelled and discharged. PASSED AND ADOPTED on March 2, 2010. i V~ Ed Honea Mayor, Town of Marana, Arizona ATTEST: celyn Bronson, Clerk, Town f Mar a, Arizona APPROVED AS TO ~' ~ ' ~ ~ ~~,~ ..~ .. ~ . ~~ ~a j,, Funk Cassdjy, ;own of Marana, 1. FORM: Town Attor ey, Arizon CERTIFICATION I hereby certify that the foregoing Resolution No. 2010-24 was duly passed and adopted by the Mayor and Common Council of the Town of Marana, Arizona, at a meeting held on the 2nd day of March, 2010, an the vote was ~ ayes and Q nays and that the Mayor and Councilmembers were present thereat. - Jocel C. Bronson, Clerk, Town of Mara Arizona Town of Marana and Water Infrastructure Finance Authority of Arizona Borrower -Table of Contents Document Tab Town of Marana's Borrowing Resolution ......................................................................................1. WIFA Board Resolution .................................................................................................................2. Loan Agreement ..............................................................................................................................3. Loan Agreement Addendum -Wage Rate Requirements for Compliance with P.L. 111-88........4. Exhibit A of Loan Agreement: Financial Terms and Conditions ..................................................5. Exhibit B of Loan Agreement: Technical Terms and Conditions .................................................6. Exhibit C of Loan Agreement: Reporting Requirements ...............................................................7. Exhibit D of Loan Agreement: Source of Repayment and Rate Covenant Provisions ..................8. Exl'iibit E of Loan Agreement: Debt Service Reserve Provisions ..................................................9. Exhibit F of Loan Agreement: Replacement Reserve Provisions ................................................10. Exhibit G of Loan Agreement: Form of Opinion of Local Borrower ........................................... l 1. Exhibit H of Loan Agreement: Tax Compliance Certificate of Local Borrower .........................12. IRS Form 8038-G .........................................................................................................................13. Standard Terms and Conditions ....................................................................................................14. WIFA Disbursement Requisitions Procedures Manual and Payment Requisitions (on CD) RESOLUTION N0. 2010-24 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE T044N OF MARANA, ARIZONA, APPROVING THE FORM ANA AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA FROM ITS DRINKING WATER REVOLVING FUND PROGRAM AND, IF NECESSARY, GUARANTY OR SIMILAR AGREEMENTS TO PROVIDE INSUR- ANCE POLICIES OR SURETY BONDS NECESSARY IN CON- NECTION THEREWITH; DELEGATING THE DETERMINATION OF CERTAIN MATTERS RELATING THERETO TO THE FINANCE DIRECTOR OF THE TOWT1; PROVIDING FOR THE TRANSFER OF CERTAIN MONEYS AND 1dAKING CERTAIN COVENANTS AND AGREEMENTS WITH RESPECT THERETO; AUTHORIZING THE TAKING OF ALL OTBER ACTIONS NECESSARY TO THE CONSUldMATION OF THE TRANSACTIONS CONTEMPLATED SY SUCH LOAN AGREEMENT AND THIS RESOLUTION AND DECLARING AN EMERGENCY WHEREAS, the Mayor and Common Council of the Town of Marano, Arizona (the "Town"), has heretofore applied to the Water Infrastructure Finance of Arizona (the "Authority"}, for a loan (the "Loan") from the Authority's Drinking Water Revolving Fund Program {the "Program") to provide funds for (1) a 16-inch ductile iron pipe {"DIP") waterline from 400 feet south of Camino de Mafiana along the 14/15 section line to Camino de Mafiana and Blue Bonnet Road; approximately 7,750 linear feet; {2) a 24-inch DIP waterline to be installed within the construction of the Twin Peaks interchange from the eastern edge of Linda Vista/Twin Peaks to the western edge of the Santa Cruz River at Twin Peaks and traversing the Santa Cruz River, I-i0 and the Union Pacific Railway (approximately 4,300 feet}; (3) an eight-inch waterline, 1,327 feet long from Eaglestone Loop south to half a mile north of Cortaro Fames Road to connect the Hartman water system to the Cortaro/Osrhin water system; (4) a new well, a waterline and an additional booster station at one of the reservoirs to provide capacity for the area served by the Silverbell Well and (5)acquisition of seven wells from the Cortaro Marana Irrigation District as well as payment of the Town's proportionate share of expenses of administering the Program and any bonds issued by the Authority with respect thereto (collectively, the "Project"}; and WHEREAS, the terms and conditions under which the Loan will be made and the obligations of the Town with respect to the Loan will be set forth in a loan agreement to be executed and delivered by the Town and the Authority (the "Loan Agreement"}; and WHEREAS, the Mayor and Common Council of the Town have determined that, if required by the Authority, it will be advantageous to provide credit enhancement as well as fund any resexve fund requirement for the Loan by purchasing insurance policies or surety bonds (collectively, the "Credit Instrument") pursuant to guaranty or similar agreements to be executed and delivered by the Town and the Issuer {collectively, the "Reserve Fund Agreement"); and WHEREAS, the Loan and the loan repayments payable by the Town pursuant to the Loan Agreement (the "Loan Repayments"} will be secured by a pledge of certain revenues to be received by the Town from the ownership, use or operation of the properties and facilities of the complete waterworks plant and system of the Town (the "Source of Payment"); and WHEREAS, the Mayor and Common Council of the Town have determined that it will be beneficial to the citizens of the Town to enter into and to perform the Loan Agreement,. whereby the Town will borrow not to exceed $5,250,000 from the Authority: and WHEREAS, the Loan shall be repaid on or before twenty-ane (21) years from the date of the execution and delivery of the Loan Agreement and the Loan shall bear interest at a rate not to exceed five percent (5~) per annum; and WHEREAS, the proposed form of the Loan Agreement has been placed on file with the Clerk of the Town and presented at the meeting at which this Resolution was adopted; NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, THAT: . Section 1. {A) The form, terms and provisions of the Loan Agreement, in the form of such document (including the exhibits thereto} presented at the meeting at which this Resolution was adopted are hereby approved, with such insertions, omissions and changes, not inconsistent with the Town's application to the Authority or the requirements of the federal government or the Authority or which would result in terms more adverse to the Town, as shall be approved by the Finance Director of the Town, the execution of such document being conclusive evidence of such approval, and the Mayor or, in the absence thereof, the Vice Mayor of the Town and the Clerk of the Town are hereby authorized and directed, for and on behalf of the Town, to execute and attest and deliver, respectively, the Loan Agreement. (B) If required for purposes of the Loan Agreement, the Finance Director of the Town is hereby authorized to take all steps necessary to arrange for the provision of the Credit Instrument and to secure the Credit Instrument with the Source of Repayment, and the Mayor and Common Council of the Town hereby delegate to the Finance Director of the Town the authority to determine the form, terms and provisions of the Credit Instrument as well as the related Reserve Fund Agreement. The Mayor or, in the absence thereof, the Vice Mayor of the Town and the Clerk of the Town are hereby authorized and directed, for and on behalf of the Town, to execute and attest and deliver, respectively, the Reserve Fund Agreement if the Credit Instrument is required by the Authority. Section 2. For the payment of the principal of and inter- est on the Loan, the Town shall pay the Loan Repayments grovided for in the Loan Agreement and the amounts due pursuant to the Reserve Fund Agreement, respectively. The Town shall also pay all other amounts required to be paid by the Town pursuant to the provisions of the Loan Agreement and, if the Credit Instrument is required by the Authority, the Reserve Fund Agreement. Section 3. The obligation of the Town to pay the Loan Repayments provided for in the Loan Agreement and, if the Credit Instrument is required by the Authority, the amounts due pursuant to the Reserve Fund Agreement as well as to make the other payments provided for in the Loan Agreement is limited to payment from the Source of Repayment, and the obligations of the Town under the Loan Agreement and, if the Credit Instrument is required by the Authority, the Reserve Fund Agreement 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. Section 9. The appropriate officials and officers of the Town are hereby authorized and directed to take all action necessary or reasonably required to carry out, give effect to and to consummate the transactions contemplated by the Loan Agreement and, if the Credit Instrument is required by the Authority, the Reserve Fund Agreement, and by this Resolution, including, without limitation, the execution and delivery of any closing and other documents reasonably required to be delivered in connection therewith. Section 5. If any section, paragraph, subdivision, sen- tence, clause or phrase of this Resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this Resolution. The Mayor and Common Council of the Town hereby declare that it would have adopted this Resolution and each and every other section, paragraph, subdivi- sion, sentence, clause or phrase hereof and authorized the execution and delivery of the Loan Agreement pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Resolution may be held illegal, invalid or unenforceable. All resolutions or parts thereof, inconsis- tent herewith, are hereby waived to the extent only of such inconsis- tency. This waiver shall not be construed as reviving any resolution or any part thereof. Section 6. All actions of the officers and agents of the Town including the Mayor and Common Council of the Town which conform to the purposes and intent of this Resolution and which further the execution and delivery of the Loan Agreement as contemplated by this Resolution, whether heretofore or hereafter taken, are hereby rati- fied, confirmed and approved. The proper officexs and agents of the Town are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the Town as may be necessary to carry out the terms and intent~of this Resolution. Section 7. All acts and conditions necessary to be performed by the Town or to have been met precedent to and in the execution and delivery of the Loan Agreement in order to make it a legal, valid and binding obligation of the Town will at the time of delivery of the Loan Agreement have been performed and have been met, in regular and due farm as required by law, and no statutory, charter or constitutional limitation of indebtedness or taxation will have been exceeded in the execution and delivery of the Laan Agreement. Section 8. All formal actions of the Mayor and Common Council of the Town concerning and relating to the passage of this Resolution were taken in an open meeting of the Mayor and Common Council of the Town, and all deliberations of the Mayor and Common Council of the Town and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements. Section 9. The immediate operation of the provisions of this Resolution is necessary for the preservation of the public health and welfare and for the further reason that the execution and delivery at the earliest possible date of the Loan Agreement is urgently needed to attempt to secure the lowest possible interest cost to the Town; therefore, an emergency is hereby declared to exist and this Resolu- tion is enacted as an emergency measure and shall be in full force and effect from and after the passage and adoption by the Mayor and Common 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. Section 10. After the execution and delivery of the Loan Agreement and upon receipt of the Loan from the Authority, this Reso- lution shall be and remain irrepealably until the Loan and the Loan Agreement and the interest thereon shall have been fully paid, cancelled and discharged. PASSED AND ApOPTED on March 2, 2010. Ed.Honea~•Mayor,••TOwn•of•Marana,•.•.• Arizona ATTEST: celyn Bronson,~Clerk,~Town~~ f Mar a, Arizona APPROVED AS TO E'ORM: r c~R~x~ICATioN I hereby certify that the foregoing Resolution No. 2010-24 was duly passed and adopted by the Mayor and Common Council of the Tawn of Marano Arizona at a meeting held on the 2nd day of March, 2010, an the vote was ~~ ayes and Q nays and that the Mayor and Councilmembers were present thereat. v _ Jocel C.~Bronson,~Clerk,~TOwn•of• •. Mara Arizona Loan Resolution 2010-D23-Town of IVlarana Water Infrastructure Finance Authority of Arizona WHEREAS, the Water Infrastructure Finance Authority of Arizona (the "Authortry'~ has received from Marana, Town of (the "Local Borrower} a request for a loan (the "Loan"); and WHEREAS, the Authority has determined that the Local Borrower has met the requirements of Arizona Revised Statutes §49-1201 et seq. {the "Act's aad the rules promulgated thereunder (the "Rules "}; and -~-~ ~~R~A~; 'the terns and conditions under which a Loan will be made and the obligati~ft~ ~'f the Local Borrower will be set forth in a loan agreement or bond purchase agreement (the "Loan Agreement") to be executed by the Local Borrower and the Authority. NOW, THERBFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE AUTHORITY AS FOLLOWS; The Executive Director of the Authority is hereby authorized and directed to execute a Loan Agreement with the Local Borrower to evidence a Loan in acxardance with the Act, the Rules, the Local Borrower's applications to the Authority, and the Project Summary detailed in Section 2 of this Loan Resolution. The Executive Director and other Authority officials, as appropriate, are authorized and ducected to sign any document and take such actions as necessary and appropriate to consummate the transactions contemplated by this Resolution and the Loan Agreement and to ensure that the Local Borrower has completed all requirements of the Authority as detailed in Section 3, Section 4, and Section 5 of this Loan Resolution, This Resolution shall take effect immediately and shall terminate one year from the date of Board Action. Dated: December l6, 2009 By: Chairman Attest: Ex tine Director Pege i of 5 Loan Resolution 2D1 D-D23-Town of Marina Water Infrastructure Finance Authority o, f 'Arizona DW 012-2fl10 Camino de 1Vlanana Waterline The Town bf Marina will install a 16 inch ductile iron pipe (DlP) waterline from 40fl feet south of Camino de Manana along the I4/15 section line to Camino de Monona and Blue Bonnet Road; approximately 7,750 linear feet. This waterline is a critical piece of infrastructure identified in the 2004 Water MastEr Plan. Twin Peaks Waterline This project provides funding fora 24 inch waterline to be installed within the construction of the Twin Peaks interchange from the eastern edge of Linda Vista/Twin Peaks to the western edge of the Santa Cruz River at Twin Peaks. This ductile iron pipeline traverses the Santa Cruz River, I -10 and the Union Pacific Railway (approximately 4,300 feet}. The most economical way to constrict this is as part of the bridge being constructed by the Town of Marina in conjunction with the Regional Transportations Authority (RTA) and Arizona Department of Transportation (ADOT) along the Twin Peaks alignment. This alignment and structure provides an opportunity far the Utilities Department to construct a waterline which traverses each obstruction for the least possible cost and begins the contiguous water system which is needed in order to operate a more efficient system at the lowest cost possible. Hartman to Cortaro Waterline This project provides funding for a waterline to connect the Hartman water system to the CortarolOsrhin water system. This includes an 8 inch waterline 1,327 feet long from Eaglestone Loop south to half a mile north of Cortaro Farms Road. This connection will utilize the 2 million gallons of reservoir Page 2 of 5 Loan Resolution 2010-023-Town of Ma~c~na Waterlnfraslructure F~naneeArtlhority ofAr~zo~a capacity within the Hartman system to provide the flow needed in the Cortaro/4shrin system. It will also utilize the onsite generator as back up power for unplantred outages. Silverbel! WeU and Cortaro Maraca )<rrigation District (CNIID} Silverbell: There are several possible solutions to the capacity challenge which include; drilling and installing a new wall, designing and coxxstructing a waterline, or designing and constructing an additional booster station at one of the reservoirs. This project provides funding to evaluate the best solution to provide adequate water for this area. __..._.. _. _... -- _ CIvIIDwThe Town would use the funding to purchase seven wells from CMID and dissolve _ the IGA. June 20, 2007 -Board adopted Resolution No. 2007-OZ 1 for $11,100,000 to the Town of Maraca for a Clean Water loan to construct a Sanitary Sewer Interceptor System and a system of drainage facilities. (The Resolution was extended on June 25, 2008 and subsequently expired on June 24, 2009.) None Financial Assistance Amouat: $5,250,000 Primary Repayment Source: Revenues . Secondary Repayment Source: None Loan Term: 20 years Frequency of Repayment: Semi-Annual Loan Structure: Governmental Debt Service Reserve Fuad Requirements: Local, Separate Account Repair and Replacement Fund Requirements: Local -Not Separate Account Requirements Prior to Loan Execution: Page 3 of S Loan Resolution 201Ow023-Town of Mar'ana Water Infrastructure Finance Authority of Arizona Require Legal Opinion: Yes Other: No Requirement Requirements Prior to Construction: No Requirement Requirement During Constriction: No Requirement Requirements Prior to Finai Disbursements: No Requirement Loan Category: Qualified, Nat Pledged Policy Exeeptlons: None Observation Schedule: A Withholding Percentage: 5% Requirements Prior to Loan Execution: Yes 30 day public comment period after WIFA's issuance of the H'NSI. Requirements Prior to Constriction: Prior Review and Approval of Construction Bids: Yes Require Construction Signs: Yes The Local Borrower shall erect a construction sign displaying information on the Project and the ftuiding sources. The Authority shall provide specifications for such construction signs, Other: No Requirement Requirements During Construction:. Prior Review of Changes in Protect Scope: Yes The Local Borrower shall submit to the Authority, for review and approval prior to execution, any change to the plans and specifications, construction contracts, Eligible Project Costs, or any other change which will effect the perfannanee standards or purpose of the Project. Other; No Requirement Page 4 of 5 ~©an Resoru~~on 2010-023- Tower of Morar~o Water Infrastructure Finance Authority of Ardiona Requirements Prior to Final Disbursements: Require Plan of Operation: No Requirement Require Final Approval: Yes Other: No Requitement Policy Exceptions: None WIFA to generate Press Release: Yes Other: No Additional Requirements Page 5 of 5 Loan Agreement Water infrastructure Finance Authority of Arizona (the "Authority") and Town of Marana {the "Local Borrower") Evidencing a Loan from the Authority to the Local Borrower Dated as of March 12, 2010 Table of Contents Article 1 Description of the Loan Section 1.1 Name and Address of Locai Borrower ...................................................................1 Section 1.2 Authorized Officer(s) of Local Borrower ...............................................................1 Section 1.3 Notices ....................................................................................................................1 Section 1.4 Loan Information ....................................................................................................2 Article 2 Description of the Project Section 2.1 Description of Project .............................................................................................2 Section 2.2 Description of System .............................................................................................2 Article 3 Loan to Local Borrower; Amounts Payable Section 3.1 The Loan .................................................................................................................2 Section 3.2 Disbursement of Loan Proceeds .............................................................................3 Section 3.3 Amounts Payable ...................................................................................................3 Section 3.4 Tax Covenants ........................................................................................................3 Exhibit A Financial Assistance Terms and Conditions; Borrower Payment Instructions; and Loan Repayment Schedule Exhibit B Technical Assistance Terms and Conditions Exhibit C Reporting Requirements Exhibit D Source of Repayment Exhibit E Debt Service Reserve Requirements Exhibit F Replacement Reserve Requirements Exhibit G Form of Opinion of Counsel to Borrower Exhibit H Tax Compliance Certificate of Local Borrower Loan Agreement This Loan Agreement (this "Loan Agreement") is made and entered into as of 3/I2/2010 by and between the Water Infrastructure Finance Authority of Arizona (the "Authority"), and Town of Marana (the "Local Borrower', a political•subdivision of the State of Arizona. This Loan Agreement includes the attached Exhibits and the attached Standard Termer and Conditions. Any capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Exhibits and the Standard Terms and Conditions. The Authority and the Local Borrower agree as follows: Article 1 Description of the Loan Section 1.1 Name and Address of Local Borrower. Town of Marana Attention: Ms. Dorothy O'Brien, Utilities Director 5100 W. Ina Road Tucson, Arizona 85743 Telephone: 520-382-2532 Fax:520-382-2590 Section 1.2 Authorized Officer(sl of Local Borrower: Town of Marana Attention: Mr. Erik Montague, Finance Director 11555 W. Civic Center Drive Marana, Arizona 45653 Telephone: (520) 382-1930 Fax: (520) 3$2-1902 Section 1.3 Notices. All notices, certitcates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the Local Borrower at the address specified in Section 1.1 and to the Authority at the following address: Executive Director Water Infrastructure Finance Authority of Arizona 1110 West Washington Street, Suite 290 Phoenix, Arizona 85007 Telephone: (602) 364-1310 Fax: (602) 364-1327 Any of the parties may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent, by notice in writing given to the others. Section 1.4 Loan Information. The terms of the Loan include the terms set forth in the Exhibits, which are part of this Loan Agreement: Exhibit A Financial Assistance Terms and Conditlons; Borrower Payment Instructions; and Loan Repayment Schedule Exhibit B Technical Assistance Terms and Conditions Exhibit C Reporting Requirements Exhibit D Source of Repayment Exhibit E Debt Service Reserve Requirements Exhibit F Replacement Reserve Requirements Exhibit G Form of Opinion of Counsel to Borrower Exhibit H Tax Compliance Certificate of Local Borrower Prior to Loan Closing, the Local Borrower must deliver to the Authority the Opinion of Local Borrower Counsel in the form of xhibit G and the Tax Compliance Certibcate of Local Borrower in the form of Exhibit H, signed and dated the date of Loan Closing. Article 2 Description Of The Project Section 2.1 Description of Proiect. The Project is described in Project Summary attached to the Loan Resolution of the Authority, and in Exhibit B of this Loan Agreement. Section 2.2 Description of Svstem. The term "System" means and includes alt of the properties and facilities of the complete Waterworks plant and system of the Local Borrower, whether lying within or without the boundaries of the Local Borrower, as now existing and as they may hereafter be improved or .extended, all improvements, additions and extensions thereto or replacements thereof hereafter constructed or acquired by purchase, contract or otherwise and all contracts, rights, agreements, leases and franchises of every nature owned by the Local Borrower and used or useful or held for use in the operation of said plant and system or any part or portion thereof. Article 3 Loan to Local Borrower; Amounts Payable Section 3.1 The Loan. The Authority shall loan and disburse to the Local Borrower in accordance with this Article 3 an amount listed in Exhibit A (the "Loan"}, and the Local Borrower shall borrow and accept from the Authority, the Loan in the principal amount determined pursuant to this Article 3; provided, however, that (i) the Authority shall be under no obligation to disburse any amount of the Loan if an Event of Default has occurred and is continuing under this Loan Agreement, and (ii) the amount to be disbursed shall be lawfully 2 available for disbursement. The Local Borrower shall use the proceeds of the Loan strictly in accordance with the requirements of this Loan Agreement. SecHan 3.2 Disbursements of Loan Proceeds. The Authority may disburse funds by check, by electronic means or by means of magnetic tape or other transfer medium. Except as hereinafter provided, disbursements shall be made only when (i) the request for disbursements is in substantially the form provided by the Authority and is accompanied by the necessary certifications and documentation and {ii) an Authorized Officer of the Authority has determined that such disbursement is proper. An Authorized Officer of the Authority shall approve disbursements directly to the persons or entities entitled to payment or to the Local Borrower in the case of reimbursement for casts of services already paid, and shall provide the Local Borrower with a copy of the approval and the date approved. Disbursements may be made only for Eligible Project Costs. Section 3.3 Amounts Payable, The Local Borrower shall pay to the Authority the amounts shown in Exhibit A on or before the dates shown in Exhibit A, as the same may be adjusted as provided in the Standard Terms and Conditions, to reflect any revisions to the principal repayment schedule of the Loan. Such payments shall be made by electronic funds transfer or by direct debit to the Authority, in each case in accordance with payment instructions in Exhibit A. Section 3.4 Tax Covenants. (a) General. The Local Borrower acknowledges that, in connection with its state revolving fund programs, the Authority issues its bonds ("Authority Bonds") from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Audtority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority's interest for the Loan to qualify and he an obligation that bears interest that is excludable from grass income for federal income tax purposes and is not ~an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code, Therefore, the Local Borrower represents and covenants as follows with respect to the Laan and the Authority Bonds. The Local Borrower covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Loan or the Authority Bonds under Section 103{a) of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal. Revenue Code, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon a bond counsel opinion as may rescind ar otherwise negate such action or omission. The Local Borrower will not directly or indirectly use or pernnit the use of any proceeds of the Loan or any other funds of the Local Borrower or take or omit to take any action that would cause the Loan or the Authority Bonds to be or become "arbitrage bonds" within the meaning of Section 148{a) of the Internal Revenue Code or to fail to meet any other applicable requirement of Sections 103,141, 148, 149 and 150 of the Internal Revenue Code or cause the interest an the Loan or the Authority Bonds to become an item of tax preference far purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. To that end, the Local Borrower will comply with all applicable requirements of Sections 103, 141, 148, 149 and 150 of the Code to the extent applicable to the Loan. (b) Modification Based on Bond Counsel Opinion. Notwithstanding any provision of this Section, if the Local Borrower provides to the Authority a bond counsel opinion to the effect that any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Loan or the Authority Bonds pursuant to Section 103(a) of the Internal Revenue Code, the provisions of this Section and the covenants in this Section shall be deemed to be modified to that extent. (c} Bond Counsel Opinion. For purposes of this Section, "bond counsel opinion" means an opinion letter of a firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, and who is acceptable to the Authority. IN WITNESS WHEREOF, the Authority and the Local Borrower have caused this Loan Agreement to be executed and delivered as of the date of execution hereof. Water Infrastructure l~nance Authority of Arizona By: ~ ~ ,4 J dy N mete, Executive Director Town of Marano By: Mr. Erik Montague once Director Attest: y: erk 4 LOAN AGREEMENT ADDENDUM Wage Rate Requirements for Compliance with P.L.111-88 Water Infrastructure Finance Authority of Arizona This document (this "Wage Rate Addendum") sets forth additional requirements applicable to state revolving fund Loans made by the Water Infrastructure Finance Authority of Arizona ("WIFA") that are subject to the requirements of federal Public Law 111-88, "Making appropriations for the Department of the Interior, environment, and related agencies for the fiscal year ending September 30, 2010, and for other purposes," enacted October 30, 2009 ("P.L. 111- 88"). The provisions in this Wage Rate Addendum are a part of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. AlI laborers and mechanics employed by contractors and subcontractors on the Project shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code. With respect to the labor standards specified in this section, the Secretary of Libor shall have the authority and functions set forth in Reorganization Plan Numbered 14 of 1950 {64 Stat. 1267; 5 U.S.C. App.) and section 3145 of title 40, United States Code. The Local Borrower shall include this requirement in all bid specifications, construction contracts and purchase orders for the Project. WIFA and the Local Borrower are signing this Loan Agreement Addendum to be effective as part of the Loan Agreement. Water Infrastructure Finance Authority of Arizona By: Jud Navarrete, Executive Director Town of Marana By; ~%~G Erik Montagu ,Finance Director Exhibit A of Loan Agreement Closing Date ...................................................................................... 03/12/10 First Payment Period ........................................................................... 07/O1/LO FYnancial Assistance Terms and Conditions Original Loan Amount as of the Closing Date .......................................... $ 5,250,000.00 Loan Amount ..................................................... $ 5,250,000.00 Loan Term ................................................................................... 20 Combined Interest & Fee Rate 2.968% Total # of Payment Periods within Loan Term .......................................... 40 Principal Repayments Period. Principal Repayments Begin ...................................................... 4 First Principal Repayment Date .........................................................., 07/01/11 Final Principal Repayment Date .......................................................... 07/01/29 Combined Interest and Fee Payment Dates First Combined Interest and Fee Paytttent Date* ....................................... 07/01/10 Final Combined Interest and Fee Payment Date ........................................ 07/01/29 '~ ,[crxa!lydeto! Cowbirrod lnlorutand Fee paywtnt calcaloted only on dollar amount drawn against law as of initial pnymretttdate Debt Service Reserve Fund Requirements Total Reserve Amount ..................................................................... $ 365,485.40 Annual Amount ............................................................................. $ 73,097.08 Reserve Funded by (Date) ................................................................. O1/O1/15 Repair and Replacement Fund Requirement Begin Funding on {Date} .................................................................. 07/01/15 Annual Amount ............................................................................. $ 73,097.08 Semi-Annual Deposit ...................................................................... $ 36,548.54 Annual Payment Years 1 through 5 .................................................................................... $ 365,485.40 Years 6 through 10 ............................................... . ................................... $ 365,485.40 Years 11 through 15 ........................................................... . ..................... $ 365,485.40 Years lb through 20 ................................................................................. $ 365,485.40 WIFA Loan Agreement Exhibit A -Page t Loan Number .................................................................................... 420193-10 Semi-Annual Combined Semi-Annual Annual Total Payment Interest and Combined Interest Principal Annual YearPeriod Dates Fee Rate and Fee Payment R a ent Payment 1 1 O1/O1/10 2.968% 0.00 1 2 07/O1/10 2.968% 47,178.83 0.00 47,178.83 2 3 Ol/O1/11 2.968% 77,910.00 2 4 07/O1/11 2.968% 77,910.00 209,665.40 365,485.40 3 5 Oi/01/12 2.968% 74,798.57 3 6 07/01/12 2.968% 74,798.57 215,888.26 365,485.40 4 7 01/01/13 2.968% 71,594.79 4 8 07/01/13 2.968% 71,594.79 222,295.82 365,485.40 5 9 O1/Ol/l4 2.968% 68,295.91 S 10 07/01/14 2.968% 68,295.91 228,893.58 365,485.40 6 11 01/01/15 2.968% 64,899.14 6 12 07!01/15 2.968% 64,899.14 235,687.12 365,485.40 7 13 01/01!16 2.968% 61,401.53 7 14 07/01/16 2.968% 61,401.53 242,b82.34 365,485.40 8 15 O1/O1/17 2.968% 57,800.13 8 16 07/0//17 2.968°/a 57,800.13 249,885.14 365,485.40 9 17 01/01/18 2.968% 54,091.84 9 18 07/01/18 2.968% 54,091.84 257,301.72 365,485.40 10 19 01!01/19 2.968% 50,273.47 10 20 07/01/19 2.968% 50,273.47 264,938.46 365,485.40 11 21 Ol/01!20 2.468% 46,341.79 11 22 07/01/20 2.468% 46,341.79 272,801.82 365,485.40 12 23 01/01/21 2.968% 42,293.41 12 2q 07/01/21 2.968% 42,293.41 280,898.58 365,485.4Q 13 25 01/01/22 2.968% 38,124.87 13 26 07/01/22 2.968% 38,124.87 289,235.66 365,485.40 14 27 01/01/23 2.968% 33,832.62 14 28 07/01/23 2.968% 33,832.62 297,820.16 365,485.40 15 29 41/01/24 2.968% 29,412.96 15 30 07/01124 2.968% 29,412.96 306,659.48 365,485.40 16 31 Oi/Ol/25 2.968% 24,862.14 16 32 07/01/25 2.968% 24,862.14 315,761.12 365,485.40 17 33 01/01/26 2.968% 20,176.25 17 34 07/01/26 2.968°/a 20,176.25 325,132.90 365,485.40 18 35 01/01!27 2.968% 15,351.27 18 36 07/01/27 2.968% 15,351.27 334,782.86 365,485.40 19 37 01/01/28 2.968°!0 10,383.09 19 38 07/01/28 .2.968% 10,383.09 344,719.22 365,485.40 20 39 01!01/29 2.968% 5,267.47 20 40 07!01/29 2.968% 5,267.47 354,950.36 365,485.30 1,741,401.33 5,250,000.00 6,991,401.33 WIFA Loan Agreement Exhibit A-Page 2 Ezbibit B Technical Terms and Conditions Section 1 Budget Uses by Budget Item Planning ........................................................................... Design &Engineering .......................................................... Legal/Debt Authorization ...................................................... Financial Advisor ............................................................... Land/System Acquisition ...................................................... Equipment/Materials ............................................................ Construction/Instal latior~/Improvement ....................................... Inspection & Construction Management ..................................... Project Offtcer ................................................................... Administration .. .............................................................. Staff Training ............................................... ................. Capitalized Interest .............................................................. Refinance Loan .............................................................. Other .............................................................................. Total Budget ..................................................................... Section 2 Project Description Amount Budgeted S' 4'~O ~O.-i ~, ~ ~ $125, .,Q~ a ~~ ~~ 1 ~r _1.:~ $1,~61;~J~2 08,:J 1 4 { -~: Y ~0~~'3s0~'y $~ ~8 ~l ~ i0~0 E ~~~k ~~~:~ yp ~ r$4,~~ , '$4~' ~~ ~, ~,, $12~,~~ :~a.{ ~ ~~~ oao: 7 ~ i ~'~O•Q0 ,250,000.00 This loan will fund multiple projects at various stages of development. They are described as follows: Camino de Manana Waterline The Town of Marana will install a 16 inch ductile iron pipe (DIP) waterline from 400 feet south of Camino de Manana along the 14/15 section line to Camino de Manana and Blue Bonnet Road; approximately 7,750 linear feet. This waterline is a critical piece of infrastructure identified in the 2004 Water Master flan. B-1 Twin Peaks Waterline This project provides funding fora 24 inch waterline to be installed within the construction of the Twin Peaks interchange from the eastern edge of Linda Vista/Twin Peaks to the western edge of the Santa Cruz River at Twin Peaks. This ductile iron pipeline traverses the Santa Cruz River, I -10 and the Union Pacific Railway (approximately 4,300 feet). The most economical way to construct this is as part of the bridge being constructed by the Town of Marana in conjunction with the Regional Transportations Authority (RTA) and Arizona Department of Transportation (ADOT) along the Twin Peaks alignment. This alignment and structure provides an opportunity for the Utilities Department to construct a waterline which traverses each obstruction for the least possible cost and begins the contiguous water system which is needed in order to operate a more efficient system at the lowest cost possible. Hartman to Cortaro Waterline This project provides funding for a waterline to connect the Harhnan water system to the Cortaro/Osrhin water system. This includes an 8 inch waterline 1,327 feet long from Eaglestone Loop south to half a mile north of Cortaro Farms Road. This connection will utilize the 2 million gallons of reservoir capacity within the Hartman system to provide the flow needed in the Cortaro/Oshrin system. It will also utilize the onsite generator as backup power for unplanned outages. Silverbell Well and Cortaro Marana Irrigation Di trict !CHID) Silverbell: There are several possible solutions to the capacity challenge which include; drilling and installing a new well, designing and constructing a waterline, or designing and constructing an additional booster station at one of the reservoirs. This project provides funding to evaluate the best solution to provide adec}uate water for this area. CHID: The Town would use the funding to purchase seven wells from CHID and dissolve the IGA. Section 3 Estimated Observation and Disbursement Schedule WIFA Withholding % (released after Final Observation) WIFA Withholding ............................................................... 5% ~ ?~~ ~ a $ 262,500.00 B-2 Additional Observations - A WIFA representative may perform additional observations based on information provided in the projects status reports included in each Local Borrower disbursement requisition form. Section 4 Requirements Prior To Construction Section 4.1 Construction Bids. The Locaf Borrower shall submit to the Authority For review and approval prior to execution: (a) engineering contracts related to the Project, (b) bid documents related to the Project, (c) construction contracts related to the Project, and (d) certification of positive effort for disadvantaged business enterprise participation. Section 4.2 User Char¢es. The Local Borrower has established (or, if the System is not yet in operation, the Local Borrower will, at or before the time the System commences operation, establish) a system of user charges which, with other funds lawfully available, will at all times be sufficient to pay the costs of operation and maintenance of the System, including renewals and replacements of the System. The Local Borrower also agrees that such system of user charges will be established and maintained in compliance with any applicable requirements of state and federal law as long as the Local Barrower owes amounts under this Loan Agreement. The Local Borrower at its sole option may pay the costs of operation, maintenance, repair, replacement, extensions and additions to the System from any funds lawfully available to it far such purpose. Section 4.3 Interest in Project Site. As a condition of the Loan, the Local Borrower will demonstrate to the satisfaction of the Authority that the Local Borrower has or will have a fee simple or such other estate or interest in the site of the Project, including necessary easements and rights-of--way, as the Authority finds sufficient to assure undisturbed use and possession for the purpose of construction and operation of the Project for the estimated life of the Project. Section 4.4 Federal Clean Water Act. The Local Borrower covenants that, to the extent legally applicable, the Project will meet the requirements of the Federal Clean Water Act in effect on the date of Loan Closing and any amendments thereto that may retroactively apply to the Loan, and the Local Borrower agrees that the Project will comply with applicable provisions of those federal laws and authorities listed in Article 9 of the Standard Terms and Conditions. Section 4.5 Federal Safe Drinking_Water Act. The Local Borrower covenants that, to the extent legally applicable, the Project will meet the requirements of the Federal Safe Drinking Water Act in effect on the date of Loan Closing and any amendments thereto that may B-3 retroactively apply to the Loan, and the Local Borrower agrees that the Project will comply with applicable provisions of those federal laws and authorities listed in Article 9 of the Standard Terms and Conditions. Section 4.6 Siens. The Local Borrower shall erect a construction sign displaying information on the Project and the funding sources. The Authority shall provide specifications for such construction signs. Section 5 Requirements During Construction Section S.l Changes in Project Scope. The Local Borrower shall submit to the Authority, for review and approval prior to execution, any change to the plans and specifications, construction contracts, Eligible Project Costs, or any other change which will effect the performance standards or purpose of the Project. Section 5.2 Com Teti n of Project and Provision of Mon s Therefor. The Local Borrower covenants and agrees (a) to exercise its best efforts in accordance with prudent utility construction practice to complete the Project and (b) to the extent permitted by law, to provide from its own fiscal resources all moneys, in excess of the total amount of loan proceeds it receives hereunder and under any subsequent loan from the Authority, required to complete the Project. Section 5.3 Inspections: Information. The Local Borrower shall permit the Authority and any party designated by the Authority to examine, visit and inspect, at any and all reasonable times, the property, if any, constituting the Project, and to inspect and make copies of any accounts, books and records, including (without limitation} its records regarding receipts, disbursements, contracts, investments and any other matters relating thereto and to its financial standing, and shall supply such reports and information as the Authority may reasonably require in connection therewith. Section 5.~ Adjustments for Ineligible Costs. The Local Borrower shall promptly reimburse the Authority for any portion of the Loan which is determined to have been used for costs that are not eligible for funding under the Authority Act, the Federal Clean Water Act, as amended, or the Federal Safe Drinking Water Act, as amended, unless such matter is curable in some other manner by the Local Borrower to the satisfaction of the Authority. Such reimbursement shall be promptly repaid to the Authority upon written request of the Authority. Any such reimbursed principal amount will be applied to reduce the outstanding principal amount of the Loan. Section 5.5 Archaeological Artifacts. Tn the event that archaeological artifacts or historical resources are discovered during construction excavation of the Project, the Local Borrower shall stop or cause to be stopped construction activities and will notify the State Historic Preservation Office and the Authority of such discovery. B-4 Section 6 Requirements Prior To Final Disbursements Section 6.1 Plan of Operation. No requirement. Section 6.2 Final Anuroval. Prior to the release of the withholding, the Local Borrower will submit to the Authority {a) as-built drawings by a professional engineer that document all changes from the original plans and specifications (b} copies of all testing results performed by or under the supervision of a professional engineer as required by the specifications, and (c) Arizona Department of Environmental Quality (ADEQ) approval of construction or an engineer's Certificate of Completion certifying that all construction was completed in accordance with the plans and specifications or that any changes made are in conformance with the Arizona Revised Statutes, ADEQ and Environmental Protection Agency rules, permits and guidelines and are documented in the as-built drawings. Based on a review of the information submitted, the Authority reserves the right, prior to the release of the withholding, to request modifications to the Project, the system, or the materials submitted pursuant to this section. B-5 Exhibit C Reporting Requirements Section 1. Annual Loan Review. The Authority's Annual Loan Review Form and annual financial statements in a format approved by the Authority, including the report of any annual audit(s) and all audit reports required by governmental auditing standards and any applicable Arizona rules, shall be provided by the Local Borrower to the Authority within one-hundred and eighty (180) days after the end of each fiscal year of the Local Borrower. The Local Borrower shall complete all audits and submit all reports required by the federal Single Audit Act within the time limits under that federal law, currently within the earlier of 30 days after receipt of the auditor's reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the federal agency that provided the funding or a different period is specified in a program-speciftc audit guide. Section 2. Records and Accounts. The Local Borrower shall keep accurate records and accounts for the System, including the Project (the "System Records"}, separate and distinct from its other records and accounts (the "General Records"). To the extent required by law, such System Records shall be maintained in accordance with generally accepted government or other applicable accounting standards and shall be audited annually, if required by law, by an independent accountant, which audit may be part of the annual audit of the General Records of the Local Borrower. Such System Records and General Records shall be made available for inspection by the Authority at any reasonable time. Section 3. Notice of Ch~n~e In Kev Personnel. Promptly after becoming aware thereof, the Local Borrower shall provide notice in writing to the Authority of any change to the information in Section 1 of the Loan Agreement and any other change in key personnel connected to the Project and Loan. Section 4. Notice of Material Adverse Change. The Local Borrower shall promptly notify the Authority of any material adverse change in the activities, prospects or condition (financial or otherwise}, of the Local Borrower relating to the System, or in the ability of the Local Borrower to make all Loan Repayments from the Source of Repayment described in this Loan Agreement and otherwise to observe and perform its duties, covenants, obligations and agreements hereunder. Section S. Disadvantaged Business Enterprise (DBEI Program. The Local Borrower must report DBE participation to the Authority based on guidance from the Authority. Section 6. Notice of Default. Promptly after becoming aware thereof, Local Borrower shall give notice to the Authority of (i) the occurrence of any Event of Default under the Loan Agreement or (ii) the occurrence of any breach, default, Event of Default, or event which with the giving of notice or lapse of time, or both, could become a material breach, default, or Event of Default (a "Future Breach"} under any agreement, indenture, mortgage, or other instrument (other than the Loan Agreement) to which the Local Borrower is a party or by which it or any of its property is bound or affected. Local Borrower shall provide written notice to the Authority if the effect of such breach, default, Event of Default or Future Breach is to accelerate, or to permit C-1 the acceleration of, the maturity of any indebtedness under such agreement, indenture, mortgage, or other instrument; provided, however, that the failure of the Local Borrower to give such notice shall not affect the right and power of the Authority to exercise any and all of the remedies specified herein. Section 7. Notice of Non-Environmental Liti ag tion. Promptly after the commencement or overt threat thereof, Local Borrower shall provide the Authority with written notice of the commencement of all actions, suits, or proceedings before any court, arbitrator, or governmental department, commission, board, bureau, agency, or instrumentality affecting Local Borrower which, if adversely determined, could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or on the ability of Local Borrower to perform its obligations under the Loan Agreement. Section 8. Notice of Environmental Litigation. Without limiting the provisions of Section 7 above, promptly after receipt thereof, Local Borrower shall provide the Authority with written notice of the receipt of all pleadings, orders, complaints, indictments, or other communication alleging a condition that may require Local Borrower to undertake or to contribute to a cleanup or other response under laws relating to environmental protection, or which seek penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such laws, or which claim personal injury to any person or property damage as a result of environmental factors or conditions or which, if adversely determined, could have a material adverse effect on the condition (financial or otherwise}, operations, properties, or business of Local Borrower, or on the ability of Local Borrower to perform its obligations under the Loan Agreement. Section 9. Regulatory and Other Notices. Promptly altar receipt or submission thereof, Local Borrower shall provide the Authority with copies of any notices or other communications received from or directed to any governmental authority with respect to any matter or proceeding which could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or the ability of Local Borrower to perform its obligations under the Loan Agreement, or which reveals a substantial non compliance with any applicable law, regulation or rule. Section .10. Other Information. The Local Borrower shall submit to the Authority other information regarding the condition {financial or otherwise), or operation of the Local Borrower as the Authority may, from time to time, reasonably request. Section 11. Additional Reuorting Rectuirements. The Local Borrower shall refer to the Wage Rate Requirements Loan Agreement Addendum for additional reporting requirements. C-2 Exhibit D Source of Repayment: System Revenues Section 1 Certain Definitions As used in this Loan Agreement, the following terms shall have the meanings set forth below unless the context clearly requires otherwise: "Additional Parity Obli tam" shall mean any additional obligations having a lien payable from Net Revenues on a parity with the Loan Agreement which may hereafter be issued by the Local Borrower (or any financing conduit acting on behalf of the Local Borrower) in compliance with the terms in Section 3. "Administrative Expenses" shall mean the reasonable cost or value of ali services rendered by the Local Borrower and its various departments with respect to the System. "Fund" shall mean the fund or funds into which the Local Borrower shall deposit the Revenues. "Net Revenues" shall mean that portion of the Revenues remaining after deducting sufficient funds for the Operation and Maintenance Expenses of the System. "Operation and Maintenance Ex en rases" shall mean all costs reasonably incurred in connection with the operation, use and maintenance of the System, including (i) repairs necessary to keep the System in efficient and economical operating condition, (ii) the payments of premiums for insurance hereinafter required to be carried on the System, {iii) payments of reasonable Administrative Expenses and (iv) generally all expenses of the System except depreciation, interest expense related to the Loan Agreement and any Additional Parity Obligations and on any obligations subordinate to such obligations. "Revenues" shall mean and include all income, moneys and receipts to he received by the Local Borrower, directly or indirectly, from the ownership, use or operation of the System including any waste material or by-products of the System, and also including investment income. Section 2 Source of Repayment and Rate Covenant Provisions 1. It is understood and agreed that all payments with respect to the Loan shall be made only from the Source of Repayment, which is hereby pledged to the payment of all amounts due under the Loan. The "Source of Repayment" is the Net Revenues as hereinafter provided. The Net Revenues are hereby pledged by the Local Borrower to the payment of all amounts due under the Loan and the repayment of such amounts shall be secured by a lien on and pledge of the Net Revenues. The amounts due under this Loan Agreement and the Additional Parity Obligations (exclusive of the Local Borrower's repayment obligations with respect to those reserve fund credit instruments in connection with this Loan and the Additional Parity Obligations which shall be secured on a subordinate basis), shall be equally and ratably secured by said pledge and lien without one having priority over the other. The Local Borrower intends that this pledge shall be a prior and paramount lien on and a first pledge of the Net Revenues, as will be sufficient to make all payments on the Loan, and the Local Borrower covenants to make the payments under D-1 the Loan from the Net Revenues, except to the extent that it chooses to make such payments from other legally available funds at its sole option. In no event shall the Local Borrower be required to make the payments on the Loan from any revenues, receipts or sources not derived from the Net Revenues. 2. The Local Borrower covenants and agrees that it will establish and maintain schedules of rates, fees and charges for all services supplied by the System which, after making reasonable allowance for contingencies and errors in estimates, shall produce Revenues in each fiscal year that are sufficient, {a) to pay the Operation and Maintenance Expenses, {b) to produce an aggregate amount of Net Revenues equal the sum of (i} one hundred twenty percent (120%) of the aggregate of the debt service or comparable payments payable on the Loan, and the Additional Parity Obligations in such fiscal year, and (ii} one hundred percent (100%} of the aggregate of the debt service on comparable payments, separately payable and secured on a basis subordinate to the Loan by the Net Revenues, and (c) to maintain all necessary fund balances required under the resolutions or agreements of the Local Borrower authorizing the Loan, and the Additional Parity Obligations. Section 3 Additional Parity Obligations The Local Borrower covenants and agrees that no other obligations of any kind will be issued that are payable from or enjoy a pledge of the Net Revenues having priority over the Loan. It is understood and agreed that the Additiona) Parity Obligations may be issued on parity with the Loan, but only as provided herein and only to provide funds to make improvements and expansions to the existing System, to purchase capacity rights in water treatment plant facilities owned by other political subdivisions of the State, to acquire land, rights in land or water rights for the System, to provide reasonable reserves for the Additional Parity Obligations, to refund the Loan and the Additional Parity Obligations or to refund other bonds of the Local Borrower, if any, whether revenue bonds, general obligation bonds or other bonds or obligations, issued to provide funds to construct or acquire additions, extensions, improvements, expansions or replacements to the System, subject to the following conditions: (a) The Local Borrower will not, at the time of the issuance of the Additional Parity Obligations, be in default under the Loan or under any resolution related thereto or providing for the issuance of the Additional Farity Obligations or any related credit or reserve fund credit instrument; (b) The issuance of the Additional Parity Obligations will be duly authorized at an election, if required by law, except as to any bonds or obligations to be issued exclusively for the purpose of refunding the Loan or the Additional Parity Obligations; (c} The issuance of the Additional Parity Obligations will be provided for by a resolution duly adopted by the Local Borrower's governing body and such Additional Parity Obligations will mature and interest will be paid on the same days of the year as the Loan; (d) The Reserve Requirement (as defined in Exhibit E , as computed for the amount of Additional Parity Obligations to be issued, shall be available in the Reserve Fund (as defined in D-2 Exhibit E) in one of the following ways: (i) Additional Parity Obligation proceeds shall 6e immediately deposited to the Reserve Fund, or a Reserve Fund surety acceptable to the Authority shall be purchased in such amount; or (ii) any revenues of the Local Borrower lawfully available to be used for such deposit, may be deposited to the Reserve Fund in equal monthly deposits such that the Reserve Requirement for such Additional Parity Obligations shall be satisfied not more than four years from the date of delivery of such Additional Parity Obligations; or {iii} any combination of (i) and (ii); and (e) The aggregate amount of the Net Revenues for the last full fiscal year immediately preceding the issuance of the Additional Parity Obligations, as shown in a certificate or report of an independent public accountant or firm of such accountants presented to the Authority, has been at least equal to the sum of the following: (i) not less than one hundred twenty percent {120%} of the highest year's debt service or comparable payments on ail of the Loan and the Additional Parity Obligations then to be issued, and (ii) not less than one hundred percent {100%} of the aggregate of amounts payable in such fiscal year and secured on a subordinate basis by the Net Revenues and (iii) not less than one hundred percent (100%) of any additional amounts required to maintain or fund necessary fund balances under the resolutions or agreements of the Local Borrower relating to the obligations described in (i). For the purposes of the subparagraph (e), additional amounts may be added to the Net Revenues as shown on the accountant's certificate or report in the following circumstances: (1) If the Revenues have been increased as a result of construction of additions or acquisitions to the System made prior to the issuance of the Additional Parity Obligations but during either the fiscal year in which the Additional Parity Obligations are to be issued or in the preceding fiscal year, such increased Revenues may be treated as if such additions to the System were completed on the first day of the fiscal year used for purposes of computation. The Revenues derived from such additions and acquisitions to the System may be converted for purposes of computation to estimated Net Revenues which would have been derived therefrom if said additions and acquisitions had actually been completed on the first day of the year used far computation purposes, such estimates to be made by an independent engineer or firm of such engineers having a favorable reputation with respect to such matters. {2) If all or part of the proceeds of the Additional Parity Obligations are to be expended for the acquisition of existing water properties or facilities, there may be added to the Net Revenues of such preceding fiscal year the Net Revenues which would be been derived from the operation of such properties or facilities if such properties or facilities had been acquired and operated by the Local Borrower under the Local Borrower's applicable rate schedule during the entire preceding fiscal year, the Net Revenues to be estimated by an independent engineer or firm of such engineers having a favorable reputation with respect to such matters. {3) If prior to the issuance of the Additional Parity Obligations and subsequent to the first day of such preceding fiscal year, the Local Borrower shall have increased its rates or charges imposed for water services, there may be added to the Net Revenues of such fiscal year the additional Net Revenues which would have been received from the operation of the System during such fiscal year had such increase been in effect throughout such fiscal year, D-3 such additional Net Revenues to be estimated by an independent engineer or firm of such engineers having a favorable reputation with respect to such matters. For purposes of calculations under this subparagraph (e), if the Additional Parity Obligations are to be issued exclusively for the purpose of refunding or retiring a portion of the Loan, for the purpose of the calculation required under this subparagraph (e), the percentage requirement on such obligations will be taken into consideration only in any future fiscal year in which any fractional part of such obligations will remain outstanding after the issuance of such Additional Parity Obligations; provided that nothing herein contained shall be construed to limit or restrict the issuance of the Additional Parity Obligations if, before or as a result of the issuance and delivery of such Additional Parity Obligations, any other obligations theretofore issued will not longer be outstanding, or full payment for any such obligations will be provided for by funds from the bond or obligation proceeds. D-4 Exhibit E Debt Service Reserve Held by Local Borrower -Separate Account The Local Borrower covenants and agrees that it will fund a Reserve Fund (as herinafter defined) in cash in accordance with this Exhibit. "Reserve Requirement" shall mean an amount equal to the highest amount of Loan Repayments to be paid by the Local Borrower in any fiscal year as shown in the Loan Repayment Schedule in Exhibi A, and the Local Borrower's obligations with respect to those reserve fund credit inshuments associated with any Additional Parity Obligations, which the Local Borrower and the Authority agree is the initial amount of the Reserve Requirement for the Loan. The amount of the Reserve Requirement, and the amount of the required monthly build up of cash in the Reserve Fund, will be adjusted to reflect any adjustment of the Loan Repayment Schedule in Exhibit A upon and after the delivery of Authority Bonds to finance the Loan or any other adjustment to the Loan Repayment Schedule in Exhibit A. The Local Borrower shall establish and maintain a Reserve Fund Account {as herinafter defined) of the Local Borrower, which account shall be established by the Local Borrower for the purposes described herein and maintained separate and distinct within a separate account administered by the local borrower in accordance with Exhibit A to secure payment to the Authority of Loan Repayments payable under the Loan (the "Reserve Fund Account"). The Local Borrower shall cause to be deposited with the Reserve Fund Account on or before the first Business Day of each month that monthly deposit as set forth in Exhibit A to cause the Reserve Requirement to be fully funded (the "Reserve Fund"). The Local Borrower shall hold the moneys so deposited, all investments made with suc11 moneys and all earnings from uivesfi~nent and reinvestment of such moneys as a separate account to be applied only as permitted by the Loan. For so long as the Loan is outstanding, if, on any date payment is due, the Local Borrower has not paid to the Authority an amount equal to the amount of principal and interest due on the Loan pursuant to Section 3.3 of the Loan Agreement, the Authority will direct the Local Borrower to transfer, and the Local Borrower shall transfer, the amount of the deficiency from the Reserve Fund to the Authority. The Local Borrower shall then deposit in the Reserve Fund from the first Net Revenues available (after provision is made for payment of any amounts which have become due under the Loan) an amount sufficient to cause the amount credited to the Reserve Fund to be at least equal to the amount then required to be on deposit therein. In the event any Additional Parity Obligations which are on a parity with the Loan are outstanding at the time of any such requested transfer from, or resulting obligation to deposit to, the Reserve Fund, such transfers and deposits shall be made ~ rata, acpording to the respective principal amounts of the Loan and such Additional Parity Obligations, from and to the accounts in the Reserve Fund for the Loan and such Additional Parity Obligations, respectively. Amounts credited to the Reserve Fund Account may be invested by the Local Borrower in investments permitted by law, subject to the requirement that Reserve Fund monies shall be readily available to cover deficiencies in Loan payments as necessary in a timely manner. Investments shall be valued annually as of June 30 at market value. Earnings on investments credited to the Reserve Fund shall be retained therein if and to the extent necessary to cause the amount credited to the Reserve Fund to be at least equal to the amount required to be on deposit therein. Any monies in the Reserve Fund not invested shall 6e held as a demand deposit bearing E-1 no interest and shall be secured by direct obligations of the United States of America in an amount at all times at least equal to the amount of the deposit. The Local Borrower shall keep adequate and accurate records of moneys, investments and investment earnings on amounts credited to the Reserve Fund Account ,and the Authority shall have the right to audit the records of the Local Borrower insofar as they pertain to the Reserve Fund Account. When all amounts payable by the Local Borrower under the Loan have become due, and all such amounts have been paid or the Local Borrower has on deposit in the Reserve Fund Account monies necessary far their payment, any amounts set aside for the Reserve Fund will become available to the Local Borrower for general use. The Local Borrower covenants and agrees that the investment of the Reserve Fund for the Loan Repayments shall at all times after the issuance of Authority Bonds to fund the Loan be restricted to a yield not greater than the yield on the Authority's Bonds, which shall be certified at the date of such Bond issuance to the Local Borrower by the Authority based upon certification to the Authority by the underwriters of the Authority's Bonds. The Local Borrower shall maintain adequate records of investment to reflect compliance with this covenant. 1r2 Exhibit F Replacement Reserve Requirements Held By Local Borrower - No Separate Account The Local Borrower shall either spend or maintain a replacement reserve (the "Replacement Reserve") in accordance with Exhibit A. The Replacement Reserve shall be used for one or mare of the following purposes: (i) the acquisition of new, or the replacement of absofete or worn out, machinery, equipment, furniture, fixtures or other personal property for the System provided that the property is depreciable; (ii) the performance of repairs with respect to the System which are of an extraordinary and non-recurring nature provided that the property is depreciable; {iii) the acquisition or construction of additions to or improvements, extensions or enlargements to, or remodeling of, the System provided that the property is depreciable; and/or (iv) to make payments to the Authority on the Loan (collectively, the "Permitted Uses"). For so Long as the Loan is outstanding, if on any interest payment date or principal repayment date the Local Borrower has not paid to the Authority an amount equal to the amount of principal and interest due on the Loan pursuant to the Loan Agreement, and the Reserve Fund does not hold sufficient moneys to cover the deficiency, the Local Bon:ower shall transfer amounts, if any, set aside for the Replacement Reserve to the Authority to cover the deficiency. When all amounts payable 6y the Local Borrower under the Loan have become due, and all such amounts have been paid, any amounts set aside for the Replacement Reserve will become available to the Local Borrower for general use. F-l m GreenbergTraurig March 12, 2010 Water Infrastructure Finance Authority of Arizona Phoenix, Arizona Re: Loan Agreement (DW), dated as of March 12, 2010, By And Between The Tawn of Marana, Arizona, And The Water Infrastructure Finance Authority Of Arizona ALBANY AMSTERDAM We have acted as special counsel to the Town of ATUNTA Marana, Arizona (the "Local Borrower"}, which has entered into a AusnN Loan Agreement (as hereinafter defined} with the Water Infra- eE~IN. structure Finance Authority of Arizona (the "Authority"), and Berra., have acted as such in connection with the authorization, ~. execution and delivery by the Local Borrower of the Loan Agree- ~cAGo ment . In so acting, we have examined the Constitution and laws oA«As of the State of Arizona, and, in addition thereto, we have "~"W~ examined originals (or copies certified or otherwise identified to our satisfaction) of such other instruments, certificates and DENVER documents as we have deemed necessary or appropriate for the wRruuDERDA~E purposes of the opinions rendered hereinbelow. In such examina- HO1STO'" tion, we have assumed the genuineness of all signatures, the usYECAs authenticity of such instruments, certificates and documents- ~ND~'' submitted to us as originals and the conformity to the original uxANGE~Es instruments, certificates and documents of such instruments, ~~+~ certificates and documents submitted to us as copies. As to any MRAN' facts material to our opinions included herein, we have, when NEw,EnsEr relevant facts were not independently established, relied upon NEwroRx such instruments, certificates and documents contained in the oawGECOUNrv transcript of proceedings relating to the Loan Agreement. Such DRtaNOo instruments, certificates and documents included the following: PAUA~AC"couNTY (a) the Loan Agreement {CW} , dated as of March v"uaoEtrrlu 12, 2010 (the "Loan Agreement"}, by and between the Authority r"oE~x and the Local Borrower; SACMMENTO (b} Resolution No. 2010-24, adopted by the s"ANG"aI Mayor and Common Council of the Local Borrower on March 2, 2010 SILICON VA4.I.EY (the "Resolution"), approving the Loan Agreement and authorizing TA~ss~ its execution and delivery on behalf of the Town and TAMPA TouYo NS coRNErt TYSO wasN+NGroN. oc. WHITE iU11P5 GREENBERG TRAURIG, LLP ^ ATTORNEYS AT LAW ^ W W W.GTLAW.COM Z'~c" 2375 East Cametback Road ^ Suite 700 • Phoenix, AZ 85016 ^ Tel 602.445.8000 ^ Fax 602.445.8100 STRATEGIC /d.wrxE Water Infrastructure Finance Authority of Arizona Page 2 {c) certifications of the Clerk, Finance Director and City Attorney of the Town, dated even date herewith. Based upon the foregoing, we are of the opinion that pursuant to federal law and the laws of the State of Arizona in force and effect on the date hereof: 1. The Local Borrower is a municipal corporation of the State of Arizona with the legal right to carry on the business of the system (as such term is defined in the Loan Agreement) as currently being conducted and as proposed to be conducted. 2. The Local Borrower has full legal right and authority to execute and deliver the Loan Agreement and observe and perform its duties, covenants, obligations and agreements thereunder and to under- take and complete the Project (as such term is defined in the Loan Agreement); subject, however, to the effect of restrictions and limi- tations imposed by or resulting from, bankruptcy, insolvency, morator- ium, reorganization, debt adjustment or other similar laws affecting creditors rights generally ("Creditor's Rights Limitations") hereto- fore or hereafter enacted. 3. The Local Borrower has duly and validly pledged the Source of Repayment (as such term is defined in the Loan Agreement) for the punctual payment of the principal of and interest on the Loan {as such term is defined in the Loan Agreement) and all other amounts due under the Loan Agreements according to their respective terms. 4. The Resolution has been duly and lawfully adopted and authorized in accordance with applicable Arizona law at a meeting which was duly called pursuant to necessary public notice and held in accordance with applicable Arizona law and at which a quorum was present and acting throughout. 5. The Loan Agreement has been duly authorized, executed and delivered by the authorized officers of the Local Borrower and, assuming that the Authority has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed and delivered, the Loan Agreement and that the Loan Agreement is enforceable against the Authority, the Loan Agreement constitutes the legal, valid and binding obligation of the Local Borrower, enforceable in accordance with its terms; subject, however, to the effect of, and to restrictions and limitations imposed by or resulting from Credi- tor's Rights Limitations or other laws, judicial decisions and princi- ples of equity relating to the enforcement of contractual obligations generally. GREENBERG TRAURIG, LLP ^ ATTORNEYS AT LAW ^ W W W.GTLAW.COM Water Infrastructure Finance Authority of Arizona Page 3 5. To the best of our knowledge, after such investigation as we have deemed appropriate, the authorization, execution and deliv- ery of the Loan Agreement by the Local Borrower, the observance and performance by the Local Borrower of its duties, covenants, obliga- tions and agreements thereunder and the consummation of the transac- tions contemplated therein and the undertaking and completion of the Project do not and will not contravene any existing law or any exist- ing order, injunction, judgment, decree, rule or regulation of any court or governmental or administrative agency, authority or person having jurisdiction over the Local Borrower or its property or assets or result in a breach ar violation of any of the terms and provisions of, or constitute a default under, any existing bond resolution, trust agreement, indenture, mortgage, deed of trust or other agreement to which the Local Borrower is a party or by which it, the System or its property ar assets is bound. 7. To the best of our knowledge, after such investigation as we have deemed appropriate, all approvals, consents or authoriza- tions of, or registrations of or filings with, any governmental or public agency, authority or person required to date on the part of the Local Borrower in connection with the authorization, execution, deliv- ery and performance of the Loan Agreement and the undertaking and com- pletion of the Project have been obtained or made. 8. To the best of our knowledge, after such investigation as we have deemed appropriate, there is no litigation or other pro- ceeding pending or threatened in any court or other tribunal of compe- tent jurisdiction (either State or Federal) questioning the creation, organization or existence of the Local Borrower, the validity, legal- ity or enforceability of the Loan Agreement or the undertaking or com- pletion of the Project. Respectfully submitted, ~ ' , ~~-~ ~~~~ ~'~~ GREENBERG TRAURIG, LLP ~ ATTORNEYS AT LAW ~ W W W.GTLAW.COM Exhibit H Form of Tax Compliance Certificate of Local Borrower Water Infrastructure Finance Authority of Arizona $5,250,000.00 Loan to Town of Marana The Water Infrastructure Finance Authority of Arizona (the "Authority"} and Town of Marana (the "Local Borrower") are entering into a Loan Agreement (the "Loan Agreement"} in the maximum principal amount stated above pursuant to which the Authority will make a loan (the "Loan") to the Local Borrower. In connection with its state revolving fund programs, the Authority issues its bonds ("Authority Bonds") from time to time to finance [oars and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority's interest for the Loan to qualify and be aTax-Exempt Obligation that is not an AMT Obligation. Therefore, in order to establish certain facts necessary for the Loan to qualify and be treated as aTax-Exempt Obligation that is not an AMT Obligation, and as required by the provisions of the Loan Agreement, the Local Borrower by its officer signing this Certificate, certifies, represents, and covenants as follows with respect to the Loan. All statements in this Certificate are of facts or, as to events to occur in the future, reasonable expectations. I. DEFI1~lITIONS 1.10. Attachment A. The definitions and cross-references set forth in Attachment A apply to this Certificate and its Attachments. All terms relating to a particular issue, such as Sate Proceeds, relate to the Loan, unless indicated otherwise. (For example, "Sale Proceeds" refers to Sale Proceeds of the Loan, unless indicated otherwise.) 1.20. ~ecial Definitions. Terms used herein, to the extent not defined in attachment A -- --- - or below, have the same meaning as defined in the Loan Agreement. In addition, the following definitions apply to this Certificate and its Attachments: "Instructions" means the Rebate Instructions attached hereto as Attachment A-1. "Issue" means the Loan. "Issuer" means the Local Borrower. "Project" means the financing of a portion of the costs of acquisition, construction and improvement of facilities to be financed by the Loan and includes Issuance Costs and interest on the Loan for up to three years from the Issuance Date or, if later, one year after the date the Project is placed in service, all of which are governmental purposes for purposes of the Code. "Reserve Fund" is defined in 3.40{a). 1.30. References. Reference to a Section means a section of the Code. Reference by number only (for example, "2.10") means that numbered paragraph of this Certificate. Reference to an Attachment means an attachment to this Certificate. II. ISSUE DATA 2.10. Issuer. The Issuer is a Governmental Unit. 2.20. Purpose of Issue. The Issue is being issued to provide funds to pay costs of the Project. 2.30. Dates. The Sale Date of the Issue is the date on which the Loan Agreement is executed and delivered by the Authority and the Local Borrower, and the Issuance Date of the Issue is the first date on which the aggregate draws under the Laan exceed the lesser of $54,400 or S% of the principal amount of the Loan. 2.44. Issue Price. The Issue Price of the Issue is the principal amount actually advanced by the Authority to the Issuer as the Loan. 2.54. Sale Proceeds, Net Proceeds, and .Net. Sale_ Proceeds. The amount of Sale Proceeds equals the Issue Price. The amount of Net Proceeds equals the Issue. Price minus the amount of Proceeds {if any) deposited in the Reserve Fund (if any). The amount of Net Sale Proceeds equals the amount of Net Proceeds minus the Minor Portion. 2.60. Disposition of Sale Proceeds. There will be no Pre-Issuance Accrued Interest with respect to the Issue. The Sale Proceeds will be used to pay costs of the Project and, if applicable, to fund the Reserve Fund (if any). 2.70. Higher Yielding Investments. Gross Proceeds will not be invested in Higher Yielding Investments except for {A) the Minor Portion to the extent provided in 3.84, (B) those Grass Proceeds identified in 3.10, 3.24, and 3.30, but only during the applicable Temporary Periods there described for those Grass Proceeds, and (C} Gross Proceeds held in the Reserve Fund (if any) to the extent set forth in 3,40(a}. 2.84. Sin leg Issue. No other obligations have been or wi[1 be sold less than i5 days before or after the Sale Date pursuant to the same plan of financing with the Issue that are expected to be paid from substantially the same source of funds as the Issue, determined without regard to guarantees from a person who is not a Related Party to the Issuer. Accordingly, no obligations other than those of the Issue are a part of a single issue with the Issue. IiI. ARBITRAGE (NONREBATE) MATTERS 3.10. Use of Net Sale Proceeds and Pre-Issuance Accrued Interest; Temporary Periods. (A) Pre-Issuance Accrued Interest. There will be no Pre-Issuance Accrued Interest with respect to the Issue. (B) Payment of Costs of the Proiect. 2 (1) All of the Net Sale Proceeds will be used to pay costs of the Project. Such Sale Proceeds may be used to acquire or hold Higher Yielding Investments for a period ending on the third anniversary of the Issuance Date {such period being the Temporary Period for such amount) because the following three tests are reasonably expected to be satisfied: (i) At least 85% of the Net Sale Proceeds will be allocated to expenditures on the Project by the end of the Temporary Period; (ii) Within 6 months of the Issuance Date, the Issuer will incur substantial binding obligations to third parties to expend at least 5% of the Net Sale Proceeds on the Project; and (iii) Completion of the Project and allocation of the Net Sale Proceeds to expenditures will proceed with due diligence. Any Sale Proceeds that remain unspent on the third anniversary of the Issuance Date, which is the expiration date of the Temporary Period for such Proceeds, shall not be invested in Higher Yielding Investments with respect to the Issue after that date except as part of the Minor Portion. In complying with the foregoing sentence, the Issuer may take into account "yield reduction payments" (within the meaning of Regulations § 1.148-5(c)) paid to the United States. (2) Any Reimbursement Allocation will qualify as a Reimbursement of Prior Capital Expenditures and will be made by an entry in the financial records of the Issuer kept with respect to the Issue showing that Sale Proceeds of the Issue have been returned to the fund or account of the Issuer from which such amount was originally and temporarily advanced to finance Capital Expenditures paid before this date by not more than (A) 18 months after the Iaer of the date such Capital Expenditures were paid or the date on which the property resulting from such Capital Expenditures and comprising part of the Project was placed in service or (B) three years after the original expenditures were paid. 3.20. ~,nvestmegt Proceeds. Any Investment Proceeds will be used to pay costs of the Project and may be invested in Higher Yielding Investments during the Temporary Period identified in 3.10(B)(1) or, if longer, one year from the date of receipt, such period being the Temporary Period for such Proceeds. 3.30. Payment Fund. Amounts deposited from time to time in the fund of the Issuer from which payments will be made on the Issue, which is a Bona Fide Debt Service Fund, will be used to pay Debt Service on the Issue within 13 months after the amounts are so deposited, such period being the Temporary Period for such amounts. 3.40. Reserve Funds. (A) Debt Service Reserve Fund. If (and only if) the Loan Agreement requires the funding of a debt service reserve fund ("Reserve Fund"} in cash: The amount of Proceeds of the Loan deposited in the Reserve Fund shall not exceed 10% of the stated principal amount of the Loan. Amounts in the portion of the Reserve Fund allocable to the Issue may be invested in Higher Yielding Investments with respect to the Issue to the extent that such amounts do not exceed the least of (i) 10% of the principal amount of the Issue; (ii) maximum annual Debt Service; and {iii) 125% of average annual Debt Service. Any amounts in the portion of the Reserve Fund allocable to the Issue in excess of the least of these amounts will not be invested in Higher Yielding Investments with respect to the Issue. In complying with the yield restriction set forth in this Section, the Issuer may take into account "yield reduction payments" (within the meaning of Regulations § 1.148-5{c)) timely paid or to be timely paid to the United States because amounts in the Reserve Fund (other than investment earnings} are not reasonably expected to be used to pay Debt Service other than in connection with reductions in the amount required to 6e in the Reserve Account. The establishing and funding of the Reserve Fund was reasonably required by the Authority as a condition of making the Loan. (B) Replacement Reserve Fund. if {and only if) the Loan Agreement requires the funding of a replacement reserve fund ("Replacement Reserve Fund") in cash: The Replacement Reserve Fund may be used for one or more of the following purposes: (i) the acquisition of new, or the replacement of obsolete or worn'out, machinery, equipment, furniture, fixtures or other personal property for the Issuer's utility system, provided that the property is depreciable; (ii) the performance of repairs with respect to the Issuer's utility system that are of an extraordinary and non-recurring nature, provided that the property is depreciable; (iii) the acquisition or construction of additions to or improvements, extensions or enlargements to, or remodeling of, the Issuer's utility system, provided that the property is depreciable; and/or {iv) to make Debt Service payments to the Authority on the Issue (collectively, the "Permitted Uses"}. The Issuer reasonably expects to use amounts in the Replacement Reserve Fund for Permitted Uses other than to make Debt Service payments to the Authority on the Issue, and therefore there is no reasonable assurance of the availability of those amounts to make Debt Service payments to the Authority on the Issue if the Issuer encounters financial difficulties 3.50. No Other Rg~la~ement Fund or Assured Available Funds. Except as described in 3.30 and, if and to the extent applicable, 3.40(A}, ,the Issuer has not established and does not expect to establish or use any sinking fund, debt service fund, redemption fund, reserve ar replacement fund, or similar fund, or any other fund to pay Debt Service on the Issue. Except for money referred to in 3.30 and Proceeds of a Refunding Issue, if any, no other money or Investment Property is or will be pledged as collateral or used for the payment of Debt Service on the Issue {or for the reimbursement of any others who may provide money to pay that Debt Service), or is or will be restricted, dedicated, encumbered, or set aside in any way as to afford the holders of the Issue reasonable assurance of the availability of such money or Investment Property to pay Debt Service on the Issue. 3.60. No Overissuance. The Proceeds of the Issue are not reasonably expected to exceed the amount needed for the governmental purposes of the Issue as set forth in 2.20. 4 3.70. Other Uses of Proceeds Negated. Except as stated otherwise in this Certificate, none of the Proceeds of the Issue will be used: (A) to pay principal of or interest on, refund, renew, roll over, retire, or replace any other obligations issued by or on behalf of the Issuer or any other Governmental Unit, (B) to replace any Proceeds of another issue that were not expended on the project for which such other issue was issued, (C) to replace any money that was or will be used directly or indirectly to acquire Higher Yielding Investments, (D) to make a loan to any person or other Governmental Unit, (E} to pay any Working Capital Expenditure other than expenditures identified in Regulations §1.148-6(d){3)(ii)(A) and (B) i.e., Issuance Costs of the Issue, Qualified Administrative Costs, reasonable charges for a Qualified Guarantee or for a Qualified Hedge, interest on the Issue for a period commencing on the Issuance Date of the Issue and ending on the date that is the later of three years from such Issuance Date or one year after the date on which the project financed or refinanced by the Issue was or will be placed in service, payments of the Rebate Amount, and costs, other than those already described, that do not exceed 5% of the Sale Proceeds and that are directly related to Capital Expenditures financed or deemed financed by the Issue, principal or interest on an issue paid from unexpected excess Sale Proceeds or Investment Proceeds, and principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a Bona Fide Debt Service Fund), or (F) to reimburse any expenditures made prior to the Issuance Date except those that qualify as a Reimbursement of Prior Capital Expenditures. No portion of the Issue is being issued solely for the purpose of investing Proceeds in Higher Yielding Inveshnents. 3.80. Minor Portion. The Minor Portion is equal to the lesser of 5% of the Sale Proceeds of the Issue and $ i 00,000. Such Minor Portion may be invested in Higher Yielding Investments with respect to the Issue. 3.90. No Other Re,~lacement Proceeds. That portion of the Issue that is to be used to finance Capital Expenditures has a weighted average maturity that does not exceed 120% of the weighted average reasonably expected economic life of the property resulting from such Capital Expenditures. IV. REBATE MATTERS 4.14. Issuer Obligation Regardin Rg ebate. Consistently with its covenants contained in the Loan Agreement, the Issuer will calculate and make, or cause to be calculated and made, payments of the Rebate Amount in the amounts and at the times and in the manner provided in Section 148(f) with respect to Gross Proceeds to the extent not exempted under Section 148(f)(4) and the Instructions. 4.20. No Avoidance of Rebate Amount. No amounts that are required to be paid to the United States will be used to make any payment to a party other than the United States through a transaction or a series of transactions that reduces the amount earned on any Investment Property or that results in a smaller profit or a larger loss on any Investment Property than would have resulted in an arm's length transaction in which the Yield on the Issue was not relevant to either party to the transaction. 4.30. Exceptions. (A) Small Issuer Exception. The Issue is exempt under Section 148(f)(4)(D) from the rebate requirement if all of the following requirements are satisfied: (1) The Issuer is a Governmental Unit with general taxing powers within the meaning of Section 148(f)(4)(D), and (2} No part of the Issue is a Private Activity Bond, and (3) All of the Net Proceeds will be used for "local governmental activities" of the Issuer within the meaning of Section 148{f)(4)(D) and none of the Net Proceeds will be used for any Private Business Use, and (4) The aggregate principal amount of all Tax-Exempt Obligations, including the Issue, issued or to be issued by the Issuer, its subordinate entities and entities that issue any such obligations on behalf of the Issuer, or on behalf of which the Issuer issues any such obligations, during the current calendar year does not, and is not reasonably expected to, exceed $5,000,000. The Tax-Exempt Obligations taken into account for this purpose exclude any Private Activity Bonds and any Current Refunding Portion and Current Refunding Issue to the extent that the amount of such Current Refunding Portion or Current Refunding Issue does not exceed the outstanding amount of the obligations refunded by such Current Refunding Portion or Current Refunding Issue. No entity has been ar will be formed or availed of to avoid the purposes of Section 148(f){4){D)(i)(IV). If, but only if, all of the above requirements are satisfied, check here: f ~l and sign here: (B) General Exception. Notwithstandin the foregoing, the computations and payments of amounts to the United States referred to in IV need not be made to the extent that fine Issuer will not thereby fail to comply with any requirements of Section 148{f) and the Instructions based on an opinion of bond counsel. b 4.40. Election. The Issue is a Construction Issue. The Issuer hereby elects to apply the 2-year spending exception to the rebate requirements on the basis of actual facts instead of the Issuer's reasonable expectations. V. OTHER TAX MATTERS 5.10. Not Private Activity Bonds or Pool Bonds. No obligation of the Issue will be a Private Activity Bond or a pooled financing bond (within the meaning of Section 149(f)}, based on the following: (A) Not more than 5% of the Proceeds, if any, directly or indirectly, will be used for a Private Business Use and not more than 5%, if any, of the Debt Service on the Issue, directly or indirectly, will be secured by any interest in property used or to be used for a Private Business Use or payments in respect of such property, or will be derived from payments (whether or not to the Issuer) in respect of property, or borrowed money, used or to be used for a Private Business Use. (B) Less than 5% of the Proceeds, if any, will be used to make or finance loans to any Private Person or Governmental Unit other than the Issuer. (C) The lesser of the Proceeds that are being or will be used for any Private Business Use or the Proceeds with respect to which there are payments or (borrowed money) that are being or will be used for any Private Business Use does not exceed $15,000,000 and none of the Proceeds will be used with respect to an "output facility" (other than a facility for the furnishing of water) within the meaning of Section 141(b}(4). (D) The Issuer does not expect to sell or otherwise dispose of the Project or any portion thereof during the term of the Issue except for dispositions of property in the normal course at the end of such property's useful life to the Issuer. With respect to tangible personal property, if any, that is part of the Project, the Issuer reasonably expects that: (1) Dispositions of such tangible personal property, if any, will be in the ordinary course of an established governmental program; (2) The weighted average maturity of the obligations of the Issue financing such property (treating the obligations of the Issue properly allocable to such personal property as a separate issue for this purpose) will not be greater than 120% of the reasonably expected actual use of such property for governmental purposes; (3} The fair market value of such property on the date of disposition will not be greater than 25% of its cost; (4} The property will no longer be suitable for its governmental purposes on the date of disposition; and 7 (5) The amounts received from any disposition of such property are required to be, and will be, commingled with substantial tax or other governmental revenues and will be spent on governmental programs within 6 months from the date of such deposit and commingling. 5.20. Issue Not Federally Guaranteed. The Issue is not Federally Guaranteed. 5.30. Not Hedge Bonds. At least 85% of the Spendable Proceeds will be used to carry out the governmental purposes of the Issue within three years from the Issuance Date. Not more than 54%, if any, of the Proceeds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more (including but not limited to any investment contract or fixed yield investment having a maturity of four years or more). The reasonable expectations stated above are not based on and do not take into account (A) any expectations or assumptions as to the occurrence of changes in market interest rates or changes of federal tax law or regulations or rulings thereunder or (B} any prepayments of items other than items that are customarily prepaid. 5.40. Hedge Contracts. The Issuer has not entered into, and does not reasonably expect to enter into, any Hedge with respect to the Issue, or any portion thereof. The Issuer acknowledges that entering into a Hedge with respect to the Issue, or any portion thereof, may change the Yield and that Bond Counsel should be contacted prior to entering into any Hedge with respect to the Issue in order to determine whether payments/receipts pursuant to the Hedge will betaken into account in computing the Yield. 5.50. Internal Revenue Service Information Return. Within the time and on the form prescribed by the Internal Revenue Service under Section 149(e), the Issuer will file with the Internal Revenue Service an Information Return setting forth the required information relating to the Issue. The information reported on that Information Return will be true, correct, and complete to the best of the knowledge and belief of the undersigned. 5.60. Responsibility of Officer. (A) The officer signing this Certificate is one of the officers of the Issuer responsible for issuing the Issue. (B) To the best of the knowledge, information, and belief of the undersigned, all expectations stated in this Certificate are the expectations of the Issuer and are reasonable, all facts stated are true, and there are no other existing facts, estimates, or circumstances that would or could materially change the statements made in this Certificate. The certifications and representations made in this Certificate are intended to be relied upon as certifications described in Regulations § 1,148-2(b). The Issuer acknowledges that any change in the facts or expectations from those set forth in this Certificate may result in different requirements or a change in status of the Issue or interest thereon under the Code, and that bond counsel should be contacted if such changes are to occur or have occurred. 8 Town of Marana By: ~~~ Name: Erik Monta e Title: Finance Director List of Attachments Attachment A -- Definitions for Tax Compliance Certificate Attachment A-1 -• Rebate Instructions 10 Attachment A Definitions for Tax Compliance Certificate of Local Borrower The following temps, as used in Attachment A and in the Tax Compliance Certificate to which it is attached and in the other Attachments to the Tax Compliance Certificate, have the following meanings unless therein otherwise defined or unless a different meaning is indicated by the context in which the term is used. Capitalized terms used within these definitions that are not defined in Attachment A have the meanings ascribed to them in the Tax Compliance Certificate to which this Attachment A is attached. The word "Issue," in lower case, refers either to the Issue or to another issue of obligations or portion thereof treated as a separate issue for the applicable purposes of Section 148, as the context requires. The word "obligation" or "obligations," in lower case, includes any obligation, whether in the form of bonds, notes, certificates, or any other obligation that is a "bond" within the meaning of Section 150(a)(1). All capitalized terms used in this Certificate include either the singular or the plural. All terms used in this Attachment A or in the Tax Compliance Certificate to which this Attachment A is attached, including terms specifically defined, shall be interpreted in a manner consistent with Sections 103 and 141-150 and the applicable Regulations thereunder except as otherwise specified. All references to Section, unless otherwise noted, refer to the Code. "Advance Refunding Issue" means any Refunding Issue that is not a Current Refunding Issue. "Advance Refunding Portion" means that portion of a Multipurpose Issue that constitutes a separate governmental put~iose and that would be treated as an Advance Refudnding Issue if it had been issued as a separate issue. "AMT Obligation" means aTax-Exempt Obligation the interest on which is an item of tax preference for purposes of ~e alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. "Available Construction Proceeds" means an amount equal to (a) the sum of {i) the Issue Price of an issue, (ii) Investment Proceeds on that Issue Price, (iii) earnings on any reasonably required reserve or replacement fund allocable to the issue not funded from the Issue Price, and (iv) Investment Froceeds and earnings on (ii) and (iii), (b) reduced by the portions, if any, of the Issue Price of the issue (i) attributable to Pre-Issuance Accrued Interest and earnings thereon, (ii} allocable to the underwriter's discount, (iii) used to pay other Issuance Casts of the issue, and (iv) deposited in a reasonably required reserve or replacement fund allocable to the issue. "Available Construction Proceeds" does not include Investment Proceeds or earnings on a reasonably required reserve or replacement fund allocable to the issue for any period after the earlier of (a) the close of the 2-year period that begins on the Issuance Date or (b) the date the construction of the project financed by the issue is substantially completed, provided, however, that such Investment Proceeds or earnings shall be excluded from "Available Construction Proceeds" if the Issuer has timely elected such exclusion. If an issue is a Multipurpose Issue that includes a New Money Portion that is a Construction Issue, this definition shall be applied by substituting "New Money Portion" for "issue" each place the latter term appears. If an issue or the New Money Portion of a Multipurpose Issue, as applicable, is A-1 not a Construction Issue, and the Issuer makes the bifurcation election under Regulations §1.148-7(j)(1) and Section 148(f)(4)(C)(v} to treat the issue or the New Money Portion as two separate issues consisting of the Construction Portion and the Nonconstructian Portion, this definition shall be applied by substituting "Construction Portion" for "issue" each place the latter term appears. "Bona Fide Debt Service Fund" means a fund, including a portion of or an account in that fund (or in the case of a fund established for two or more issues, the portion of that fund properly allocable to an issue), or a combination of such funds, accounts or portions that is used primarily to achieve a proper matchung of revenues with Debt Service on an issue within each Bond Year and that is depleted at least once each year except for a reasonable carryover amount not to exceed the greater of the earnings thereon for the immediately preceding Bond Year or one-twelfth of the annual Debt Service on the issue for the immediately preceding Bond Year. "Bond Year" means the annual period relevant to the application of Section 148(f) to an issue, except that the first and test Bond Years may be less than 12 months long. llie last day of a Band Year shall be the close of business on the day preceding the anniversary of the Issuance Date of an issue unless the Issuer selects another date on which to end a Bond Year in the manner permitted by the Code. "Capital Expenditures" means costs of a type that are properly chargeable to a capital account (or would be so chargeable with a proper election or with the application of the definition of Placed in Service) under general federal income tax principles. "Code" means the internal Revenue Code of 19SG, the Regulations (whether. temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions ta, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. "Commingled Fund" means any fund or account of the Issuer that contains both Gross Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of the issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of funds deposited in the fund or account. "Commingled Investment Proceeds" means investment Proceeds of an issue (other than Investment Proceeds held in a Refunding Escrow) that are deposited in a Commingled Fund with substantial tax or other revenues from governmental operations of the Issuer and that are reasonably expected to be spent for governmental purposes within 6 months from the date of deposit in the Commingled Fund, using any reasonable accounting assumptions. "Conduit Borrower" means the obligor on a purpose investment. A-2 "Conduit Financing Issue" means an issue the Proceeds of which are reasonably expected to be used to finance one or more Conduit Loans. "Conduit Loan" means a purpose investment acquired by the Issuer with Proceeds of a Conduit Financing Issue, thereby effecting a loan to the Conduit Borrower. "Construction Expenditures" means Capital Expenditures allocable to the cost of real property (including the construction or making of improvements to real property, but excluding acquisitions of interests in land or other existing real property) or constructed personal property within the meaning of Regulations § 1.14$-7(g). "Constnrction Issue" means an issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Governmental Unit or a 501(c)(3) Organization. If an issue is a Multipurpose Issue that includes a New Money Portion, this definition shall be applied by substituting "New Money Portion" for "Construction Issue" each place the latter team appears. If an election under Section 148{f)(4xC)(v) and Regulations §1.148-7{j} is made to bifurcate an issue or the New Money Portion of a Multipurpose Issue, this definition shall be applied by substituting "Construction Portion" for "Construction Issue" each place the latter term appears. "Construction Portion" means that portion of an issue or the New Money Portion of a Multipurpose Issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Govemmentaf Unit or a 501(c)(3) Organization and that finances 100% of the Construction Expenditures. "Controlled Group" means a group of entities controlled directly or indirectly by the same entity or group of entities within the meaning of Regulations § 1.150.1(e}. "Current Refunding Issue" means a Refunding Issue that is issued not more than 90 days before the last expenditure of any Proceeds of the Refunding Issue for the payment of Debt Service on the Refunded Bonds. "Current Refunding Portion" means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as a Current Refunding issue if it had been issued as a separate issue. issue. "Debt Service" means principal of and interest and any redemption premium on an "Excess Gross Proceeds" means all Gross Proceeds of an Advance Refunding Issue that exceed an amount equal to 1% of the Sale Proceeds of such Advance Refunding Issue, other than Gross Proceeds allocable to: (a) payment of Debt Service on the Refunded Bonds; (b) payment of Pre-Issuance Accrued Interest on the Advance Refunding Issue and interest on the Advance Refunding Issue that accrues for a period up to the completion date of any capital project financed by the Prior issue, plus one year; (c) a reasonably required reserve or replacement fund for the A-3 Advance Refunding Issue or Investment Froceeds of such fund; (d) payment of Issuance Costs of the Advance Refunding Issue; (e) payment of administrative costs allocable to repaying the Refunded Bonds, carrying and repaying the Advance Refunding Issue, or investments of the Advance Refunding Issue; (f) Transferred Proceeds allocable to expenditures for the governmental purpose of the Prior Issue (treating for this purpose all unspe~rt Proceeds of the Prior Issue properly allocable to the Refunded Bonds as of the Issuance Date of the Advance Refunding Issue as Transferred Froceeds); (g) interest on purpose investments; {h) Replacement Proceeds in a sinking fund for the Advance Refunding Issue; and {i) fees for a Qualified Guarantee for the Advance Refunding Issue or the Prior Issue. If an Issue is a Multipurpose Issue that includes an Advance Refunding Portion, this definition shall be applied by substituting "Advance Refunding Portion" for "Advance Refunding Issue" each place the latter term appears. "Federally Guaranteed" means that (a) the payment of Debt Service on an issue, or the payment of principal or interest with respect to any loans made from the Proceeds of the issue, is directly or indirectly guaranteed in whole or in part by the United States or by an agency or instrumentality of the United States, within the meaning of Section 149(b) of the Code, or (b) more than S% of the Proceeds of an issue will be invested directly or indirectly in federally insured deposits or accounts. The preceding sentence does not apply to (a} Proceeds invested during an initial Temporary Period until such Proceeds are needed to pay costs of the project, (b} investments of a Bona. Fide Debt Service Fund, (c} direct purchases from the United States of obligations issued by the United States Treasury, or (d) other investments permitted by Section 149(b) or Regulations "SO1(c)(3) Organization" means an organization described in Section SO1(c)(3) and exzmpt from tax utider Section SOl{a). "Fixed Yield Issue" means an issue of obligations the Yield on which is fixed and determinable on the Issuance Date. "Governmental Unit" means a state, territory or possession of the United States, the District of Columbia, or any political subdivision thereof referred to as a "State or local governmental unit" in Regulations §1.103-1{a). "Governmental Unit" does not include the United States or any agency or instrumentality of the United States. "Gross Proceeds" means Proceeds and Replacement Proceeds of an issue. "Hedge" means a contract entered into by the Issuer or the Conduit Borrower primarily to modify the Issuer's or the Conduit Borrower's risk of interest rate changes with respect to an obligation ~ an interest rate swap, an interest rate cap, a futures contract, a forward contract or an option). "Higher Yielding Investments" means any Investment Property that produces a Yield that (a) in the case of Investment Property allocable to Replacement Proceeds of an issue and Investment Property in a Refunding Escrow, is more than one thousandth of one percentage point (.00001} higher than the Yield on the applicable issue, and {b) for all other purposes is more than one-eighth of one percentage point (.00125) higher than the Yield on the issue. A-4 "Investment Proceeds" means any amounts actually or constructively received from investing Proceeds of an issue in Investment Property. "Investment Property" means investment properly within the meaning of Sections I48(b}(2} and 148{b)(3), including any security (within the meaning of Section 165(8)(2)(A) or (B)}, any obligation, any annuity contract and any other investment-type property {including certain residential rental property for family units as described in Section 148(b)(2)(E) in the case of any bond other than a Private Activity Bond). Investment Property includes aTax-Exempt Obligation that is a "specified private activity bond" as defined in Section 57{a)(5)(C), but does not include other Tax-Exempt Obligations. "Issuance Costs" means costs to the extent incurred in connection with, and allocable to, the issuance of an issue, and includes underwriter's compensation withheld from the Issue Price, counsel fees, financial advisory fees, rating agency fees, trustee fees, paying agent fees, bond registrar, certification and authentication fees, accounting fees, printing costs for bonds and offering documents, public approval process costs, engineering and feasibility study costs, guarantee fees other than for a Qualified Guarantee and similar costs, but does not include fees charged by the Issuer. "Issuance Date" means the date of physical delivery of an issue by the Issuer in exchange for the purchase price of the issue. "Issue Price" means in the circumstances applicable to an issue: (1) Public Offering. In the case of obligations actually offered to the general public in a bona fide public offering at the initial offering price for each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, the aggregate of the initial offering price for each maturity (including any Pre-Issuance Accrued Interest and original issue premium, but excluding any original issue discount), which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity, as of the Sale Date, was sold or reasonably expected to be sold (other than to bond houses, brokers or other intermediaries). In the case of publicly offered obliga#ions that are not described in the preceding sentence, Issue Price means the aggregate of the initial offering price to the public of each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity was sold to the public. (2) Private Placement. In the case of obligations sold by private placement, the aggregate of the prices {including any Pre-Issuance Accrued Interest and original issue premium, but excluding any original issue discount) paid to the A-5 Issuer by the first purchasers} (other than bond houses, brokers or other intermediaries). "Minor Portion" means an amount equal to the lesser of $100,000 or 5% of the Sale Proceeds of an issue. "Multipurpose Issue" means an issue the bonds of which are allocable to two or mare separate governmental purposes within the meaning of Regulations § 1.148-9(h). "Diet Proceeds" means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund far the issue. "Net Sale Proceeds" means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue and the portion invested as a part of a Minor Portion for the issue. "New Money Issue" means an issue that is not a Refunding Issue. "New Money Portion" means that portion of a Multipurpose Issue oilier than the Refunding Portion. "Nonpurpose Investments" means any Investment Property that is acquired with Gross Proceeds as an inves~nent and not in carrying out any governmental purpose of an issue. "Nonpurpose Investments" does not include any invesrinent that is not regarded as "investment property" or a "nonpurpose investment" for the particular purposes of Section 148 (such as certain investments in U.S. Treasury obligations in the State and Local Government Series and certain temporary investments), but does include any other investment that is a "nonpurpose investment" within the applicable meaning of Section 148. "Placed in Service" means the date on which, based on all the facts and circumstances, a facility has reached a degree of completion that would permit its operation at substantially its design level and the facility is, in fact, in operation at such level. "Pre-Issuance Accrued Interest" means interest on an obligation that accrued for a period not greater than one year before its Issuance Date and that will be paid within one year after such Issuance Date. "Preliminary Expenditures" means any Capital Expenditures that are "preliminary expenditures" within the meaning of Regulations §1.150-2(f)(2), i•e•• architectural, engineering, surveying, soil testing, reimbursement bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of a project other than land acquisition, site preparation, and similar costs incident to commencement of construction. The aggregate amount of Preliminary Expenditures may not exceed 20% of the aggregate Issue Price of the issue or issues that financed or are reasonably expected to finance the project for which such Preliminary Expenditures are or were incurred. A-6 "Prior Issue" means an issue of obligations all or a portion of the Debt Service on which is paid or provided for with Proceeds of a Refunding Issue. The Prior Issue may be a Refunding Issue. "Private Activity Bond" means (a) obligations of an issue more than 10% of the Proceeds of which, directly or indirectly, are or are to be used for a Private Business Use and more than 10% of the Debt Service on which, directly or indirectly, is or is to be paid from or secured by payments with respect to property, or secured by property, used for a Private Business Use, or (b) obligations of an issue, the Proceeds of which are or are to be used to make or finance loans to any Private Person that, in the aggregate, exceed the lesser of 5% of such Proceeds or $5,000,000. In the event of Unrelated or Disproportionate Use, the tests in (a) shall be applied by substituting 5% for 10% each place the latter term is used. "Private Business Use" means use (directly or indirectly) in a trade or business carried on by any Private Person ether than use as a member of, and on the same basis as, the general public. Any activity carved on by a Private Person (other than a natural person) shall be treated as a trade or business. In the case of a Qualified 541(c)(3) Bond, Private Business Use excludes use by a 501(c)(3) Organization that is nat an unrelated trade or business activity by such 501(cx3} Organization within the meaning of Section 513(a}. "Private Person" means any natural person or any artificial person, including a corporation, partnership, trust ar other entity, ather than a Governmental Unit. "Private Person" includes the United States and any agency or instrumentality of the United States. "Proceeds" means any Sale Proceeds, Investment Proceeds, and Transferred Proceeds of an issue. "Proceeds" does not include Replacement Proceeds. "Qualified Administrative Costs" means reasonable direct administrative costs {other than carrying costs) such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody and similar costs. General overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount are not Qualified Administrative Costs. "Qualified 501(c)(3} Bonds" means an issue of obligations that satisfies the requirements of Section 145{a}. "Qualified Guarantee" means any guarantee of an obligation that constitutes a "qualified guarantee" within the meaning of Regulations §1.148-4(f}. "Qualified Hedge" means a Hedge that is a "qualified hedge" within the meaning of Regulations §1.148-4{hx2). "Rebate Amount" means the excess of the future value, as of any date, of all receipts on Nonpurpose Investments acquired with Gross. Proceeds of an issue aver the future value, as of that date, of all payments on those Nonpurpose Investments, computed in accordance with Section 148{fj and Regulations §1.148-3. A-7 "Refunded Bonds" means obligations of a Prior Issue the Debt Service on which is or is to be paid from Proceeds of a Refunding Issue. "Refunding Bonds" means obligations of a Refunding Issue. "Refunding Issue" means an issue the Proceeds of which are or are to be used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre-Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs of the Refunding Issue. "Refunding Escrow" means one or more funds established as part of a single transaction, or a series of related transactions, containing Proceeds of a Refunding Issue and any other amounts to be used to pay Debt Service on Refunded Bonds of one or more issues. "Refmding Portion" means that portion of a Multipurpose Issue the Proceeds of which are, or are to be, used to pay Debt Service on Refunded Bands and includes Issuance Costs, Pre-Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs properly allocable to the Refunding Portion. "Regulations" or "Reg." means Treasury Regulations. "Reimbursement Allocation" means an allocation of the Proceeds of an issue for the Reimbursement of Prior Capital Expenditures, other than Preliminary Expenditures, that meets each of the following requirements: {a} is evidenced on the books or records of tl--e Issuer maintained with respect to the issue, (b) the allocation entry identifies either actual prior Capital Expenditures, or the fund or account from which the prior Capital Expenditures were paid, and {c) evidences the Issuer's use of Proceeds of the issue to reimburse a Capital Expenditure for a governmental purpose that was originally paid from a source other than the Proceeds of the issue. "Reimbursement of Prior Capital Expenditures" means a Reimbursement Allocation of Proceeds of the Issue to a Capital Expenditure paid prior to the Issuance Date of such Issue, that satisfies the following requirements: (a) the Capital Expenditure was paid after March 1, 1992; {b) prior to, or within GO days after, payment of the Capital Expenditure (except Preliminary Expenditures), the Issuer adopted an official intent for the Capital Expenditure that satisfies Regulations § 1.150-2(e}; and (c) except for Preliminary Expenditures, the Reimbursement Allocation occurs or will occur within 18 months after the later of the date the Capital Expenditure was paid or the date the project resulting from such Capital Expenditure was Placed in Service or abandoned, but in no event more than 3 years after the Capital Expenditure was paid. "Related Party" means, in reference to a Governmental Unit or 501(c)(3) Organization, any member of the same Controlled Group and, in reference to any person that is not a Governmental Unit or 501(c)(3) Organization, a "related person" as defined in Section 144(a){3) of the Code. A-8 "Replacement Proceeds" means, with respect to an issue, amounts (including any investment income, but excluding any Proceeds of any issue) replaced by Proceeds of that issue within the meaning of Section 148{a)(2). "Replacement Proceeds" includes amounts, other than Proceeds, held in a sinking fund, pledged fund or reserve or replacement fund for an issue. "Sale Date" means, with respect to an issue, the first date on which there is a binding contract in writing with the Issuer for the sale and purchase of an issue (or of respective obligations of the issue if sold by the Issuer on different dates) on specific terms that are not later modified or adjusted in any material respect. "Sale Froceeds" means that portion of the Issue Price actually or constructively received by the Issuer upon the sale or other disposition of an issue, including any underwriter's compensation withheld from the Issue Price, but excluding Pre-Issuance Accrued Interest. "Spendable Proceeds" means the Net Sale Proceeds of an issue. "Tax-Exempt Obligation" means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section i 54, and includes any obligation or any investment treated as a "tax-exempt bond" for the applicable purpose of Section 148. "Tax-Exempt Organization" means a Govemmental Unit or a 541(cx3) Organization. "Temporary Period" means the period of time, as set forth in the Tax Compliance Certificate, applicable to particular categories of Proceeds of an issue during which such category of Proceeds may be invested in Higher Yielding Investments without the issue being treated as arbitrage bonds under Section 148. "Transferred Proceeds" means that portion of the Proceeds of an issue (including any Transferred Proceeds of that issue) that remains unexpended at the time that any portion of the principal of the Refunded Bonds of that issue is discharged with the Proceeds of a Refunding Issue and that thereupon becomes Proceeds of the Refunding Issue as provided in Regulations §1.148-9(b}. "Transferred Proceeds" does not include any Replacement Proceeds. "Unrelated or Disproportionate Use" means Private Business Use that is not related to or is disproportionate to use by a Governmental Unit within the meaning of Section 141(b){3) and Regulations §1.141-9. "Variable Yield Issue" means any Issue that is not a Fixed Yield Issue. "Working Capita! Expenditures" means any costs of a type that do not constitute Capital Expenditures, including current operating expenses. A-9 "Yield" has the meaning assigned to it for purposes of Section 148 of the Code, and means that discount rate (stated as an annual percentage) that, when used in computing the present worth of all applicable unconditionally payable payments of Debt Service, all payments for a Qualified Guarantee, if any, and all payments and receipts with respect to a Qualified Hedge, if any, paid and to be paid with respect to an obligation (paid and to be paid during and attributable to the Yield Period in the case of a Variable Yield Issue), produces an amount equal to (a) the Issue Price in the case of a Fixed Yield Issue or the present value of the Issue Price at the commencement of the applicable Yield Period in the case of a Variable Yield Issue, or (b} the purchase price for yield purposes in the case of Investment Property, al[ subject to the applicable methods of computation provided for under Section 14$, including variations from the foregoing. The Yield on Investment Property in which Proceeds or Replacement Proceeds of an issue are invested is computed on a basis consistent with the computation of Yield on that issue, including the same compounding interval of not more than one year selected by the Issuer. "Yield Period" means, in the case of the first Yield Period, the period that commences on the Issuance Date and ends at the close of business on the first Computation Date and, in the case of each succeeding Yield Period, the period that begins immediately after the end of the immediately preceding Yield Period and ends at the close of business on the next succeeding Computation Date. The terms "bond", "obligation", "reasonably required reserve or replacement fund", "reserve or replacement fund", "loan", "sinking fund", "purpose investment", "same plan of financing", "other replacement proceeds", and other terms relating to Code provisions used but not defined in this Certificate shall have the meanings given to them for purposes of Sections 103 and 141 to 150 unless the co-itext indicates another meaning. (End of Attachment A) A-10 ATTACHMENT A-1 to Tax Compliance Certificate of Local Borrower INSTRUCTIONS FOR COMPLIANCE WITH REBATE REQUIREMENTS OF SECTION 148(f) OF THE CODE. The Issuer covenanted in the Loan Agreement and Tax Compliance Certificate to comply with the arbitrage rebate requirement of Section 148(f) of the Code. These Instructions provide guidance for that compliance, including the spending exceptions that free the Issue from all or part of the rebate requirements. PART I: GENERAL SECTION 1.01. REBATE GENERALLY. The Rebate Amount with respect to the Issue must be paid (rebated) to the United States to prevent the bonds of the Issue from being arbih~age bonds, the interest on which is subject to federal income tax. In general, the Rebate Amount is the amount by which the actual earnings on Nonpurpase Investments purchased (or deemed to have been purchased) with Gross Proceeds of the Issue exceed the amount of earnings that would have been received if those Nonpurpose Investments had a Yield equal to the Yield an the Issue? Stated differently, the Rebate Amount for the Issue as of any date is the excess of the Future Value, as of that date, of all Receipts on Nonpurpose Investments over the Future Value, as of drat date, of all Payments on Nonpurpose Inves~nents, computed using the Yield on the Issue as the Future Value rate 3 If the Issue is a Fixed Yield Issue, the Yield on the Issue generally is the Yield to maturity, taking into account mandatory redemptions prior to maturity. If the Issue is a Variable Yield Issue, the Yield on the Issue is computed separately for each Yield Period selected by the Issuer. SECTION 1.02. SPECIAL DEI{INITIONS. Capitalized terms that are not defined in these Instructions are defined in Attachment A to the Tax Compliance Certificate of the Issuer. Amounts earned on the Bona Fide Debt Service Fund for the Issue are not taken into account in determining the Rebate Amount since none of the obligations of the Issue are Private Activity Bonds, the rates of interest on the Issue do not vary and the average maturity of the Issue is at least 5 years. The scope of these Instructions does not permit a detailed description of the computation of the Rebate Amour with respect to the Issue. Ifyou need assistance in computing the Rebate Amount on the Issue, please contact your bond counsel. A-1-1 For purposes of these Instructions, the following terms shall have the following meanings. "Available Construction Proceeds" means an amount equal to (a) the sum of (i) the Issue Price of the issue, (ii} Investment Proceeds on that Issue Price, (iii) earnings on any reasonably required reserve or replacement fund allocated to the issue not funded from the Issue Price, and {iv) Investment Proceeds and earnings on (ii) and (iii), (b) reduced by the portions, if any, of the Issue Price of the issue (i} attributable to Pre-Issuance Accrued Interest and earnings thereon, {ii) allocated to the Underwriter's discount, {iii) used to pay other Issuance Costs of the issue, and (iv) deposited in a reasonably required reserve or replacement fund allocated to the issue. Available Construction Proceeds do not include Investment Proceeds or earnings on a reasonably required reserve or replacement fund allocated to the issue for any period after the earlier of {a) the close of the 2-year period that begins on the Issuance Date or (b) the date the construction of the Projects financed by the issue is substantially completed. If the issue consists of a New Money Portion and a Refundung Portion and the New Money Portion is a Construction Issue, this definition shall be applied by substituting "New Money Portion" for "issue" each place the latter term appears. If the issue or the New Money Portion, as applicable, is not a Construction Issue, and the Issuer makes the election under Regulations §1.148-'1(j)(1) and Section 148(f)(4)(C)(v) to treat the issue or the New Money Portion as two separate issues consisting of the Construction Portion and the Nonconstruction Portion, this definition shall be applied by substituting "Construction Portion" for "issue" each place the latter term appears. "Bifurcated Issue" means a New -1/ioney issue or the New Money Portion of a Multipurpose Issue that the Issuer, pursuant to Section 148{f1{4)(C)(v) and Regulations §1.148-7(j), has elected in its Tax Compliance Certificate to bifurcate into a Construction Portion and a Nonconstruction Portion. "Bond Counsel's Opinion" means an opinion or opinions of a nationally recognized bond counsel firm whose opinion is given with respect to the Issue when issued, or its successors or other nationally recognized bond counsel appointed by the Issuer. "Bond Year" means the annual period relevant to the application of Section 148(f) to .the issue, except that the first and last Bond Years maybe less than 12 months long. The last day of a Bond Year shall be the close of business on the day preceding the anniversary of the Issuance Date of the issue unless the Issuer selects another date on which to end a Bond Year in the manner pernnitted by the Code. "Computation Date" means each date on which the Rebate Amount for an issue is required to be computed under Regulations §1.148-3(e). In the case of a Fixed Yield Issue, the first Computation Date shall not be later than 5 years after the Issuance Date of the issue. Subsequent Computation Dates shall be not later than 5 years after the immediately preceding Computation Date for which an installment payment of the Rebate Amount was paid. In the case of a Variable Yield Issue, the first Computation Date shall be the last day of any Bond Year irrevocably selected by the Issuer ending an or before the fifth anniversary of the Issuance Date of such issue and A-1-2 subsequent Computation Dates shall be the last day of each Bond Year thereafter or each fifth Band Year thereafter, whichever is irrevocably selected by the Issuer after the first date an which any portion of the Rebate Amount is required to be paid to the United States. The final Computation Date is the date an issue is retired. "Construction Expenditures" means Capital Expenditures allocable to the cost of real property (including the construction or making of improvements to real property, but excluding acquisitions of interests in land or other existing real property) or constructed personal property within the meaning of Regulations § 1.148-7(g). "Construction Issue" means an issue at least 75 percent of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property which is or is to be owned by a Governmental Unit or a 501(c)(3} Organization. If an election has been made in the Issuer's Tax Compliance Certificate to bifurcate an issue or the New Money Portion, the Construction Portion (i.e., that portion of the issue or the New Money Portion which satisfies the 75 percent test stated in the preceding sentence and which finances 100% of the Construction Expenditures) is treated as the Construction Issue and the balance of the issue or the New Money Portion is treated as the Nonconstruction Portion. "Fixed Yield Issue" means an issue of obligations the Yield on which is fixed and determinable on the Issuance Date. "Future Value" means the value of a Payment or Receipt at the end of a period determined using the economic accrual method as the value of that Payment or Receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the Yield on the Issue, using the same compounding interval and financial conventions that were used to compute that Yield. "Guaranteed Investment Contract" means any Nonpurpose Investment that has specifically negotiated withdrawal or retirement provisions and a specifically negotiated interest rate and any agreement to supply investments an two or more future dates (e:g_, a forward supply contract). "Multipurpose Issue" means an issue that consists of a Refunding Portion and a New Money Portion. "Payment" means payments actually or constructively made to acquire Nonpurpose Investments, as specified in Regulations § 1.148-3(d)(1}i} through (v}. "Qualified Administrative Costs" means the reasonable, direct administrative casts, other than carrying costs, of purchasing or selling Nonpurpose Investments such as separately stated brokerage or selling commissions. Qualified Administrative Costs do not include legal and accounting fees, recordkeeping, custody, and similar costs, general overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount. In general, Qualified Administrative Costs are not reasonable unless they are comparable to administrative costs that would be charged for the same investment or A-1-3 a reasonably comparable investment if acquired with a source of funds other than Gross Proceeds of Tax-Exempt Obligations. "Reasonable Retainage" means an amount, not to exceed S% of the Net Sale Proceeds of the Issue, that is retained for reasonable business purposes relating to the property financed with Proceeds of the Issue. For example, Reasonable Retainage may include a retention to ensure or promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the Issuer reasonably determines that a dispute exists regarding completion or payment. "Rebate Analyst" means an independent individual, firm or entity experienced in the computation of the Rebate Amount pursuant to Section 148(f) of the Code. "Receipt" means amounts actually or constructively received from Nonpurpose Investments as specified in Regulations § 1.148-3(d}(2)(i) through (iii}. "Variable Yield Issue" means any issue that is not a Fixed Yield Issue. "Yield Period" means, in the case of the first Yield Period, the period that commences on the Issuance Date and ends at the close of business on the first Computation Date and, in the case of each succeeding Yield Period, the period that begins immediately after the end of die immediately preceding Yield Period and ends at the close of business on the next succeeding Computation Date. PEA tT II• EXCEPTIONS TO REBATE SECTION 2.41. SPENDING EXCEPTIONS. The rebate requirements with respect to the Issue are deemed to have been satisfied if any one of three spending exceptions {the 6-Month, the 18-Month, or the 2-Year Spending Exception, collectively, the "Spending Exceptions"} is satisfied. The Spending Exceptions are each independent exceptions. The Issue need not meet the requirements of any other exception in order to use any one of the three exceptions. For example, a Construction Issue may qualify for the 6-Month Spending Exception or the 18-Month Spending Exception even though the Issuer makes one or more elections under the 2-Year Exception with respect to the Issue. The following rules apply for purposes of all of the Spending Exceptions except as otherwise noted. Refundin Ig s`ues. The only spending exception available for a Refunding Issue° is the 6-Month Spending Exception. a. For purposes of these [nsquctions, references to "Refunding Issue" include the Refunding Portion of a Multipurpose Issue. A-1-4 Special Transferred Proceeds Rules. In applying the Spending Exceptions to a Refunding Issue, unspent Proceeds of the Prior Issue that become Transferred Proceeds of the Refunding Issue are ignored. if the Prior Issue satisfies one of the rebate Spending Exceptions, the Proceeds of the Prior Issue that are excepted from rebate under that exception are not subject to rebate either as Proceeds of the Prior Issue or as Transferred Proceeds of the Refunding Issue. However, if the Prior Issue does not satisfy any of the Spending Exceptions and is not otherwise exempt from rebate, the Transferred Proceeds from the Prior Issue will be subject to rebate, even if the Refunding Issue satisfies the 6-Month Spending Exception. The Rebate Amount will be calculated on the Transferred Proceeds on the basis of the Yield of the Prior Issue up to each transfer date and on the basis of the Yield of the Refunding Issue after each transfer date. Application of Snendin~E_xceptions to a Multipurpose Issue. If the Issue is a Multipurpose Issue, the Refunding Portion and the New Money Portion are treated for purposes of the rebate Spending Exceptions as separate issues. Thus, the Refunding Portion is eligible to use only the b-Month Spending Exception. The New Money Portion is eligible to use any of the three Spending Exceptions. Ex ditures for vernrnental ses of the Issue. Each of the spending exceptions requires that expenditures of Gross Proceeds be for the governmental purposes of the Issue. These purposes include payment of interest (but not principal} on the Issue. SECTION 2.02. 6-MONTH SPENDING EXCEPTION. The Issue will be treated as satisfying the rebate requirements if all of the Gross Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue within the 6-month period beginning on the Issuance Date and the Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or a Bona Fide Debt Service Fund if and to the extent that such Fund is subject to rebate {see foofiote 3) is timely paid to the United States. If no bond of the Issue is a Private Activity Bond (other than a Qualified SO1(cx3) Bond) or a tax or revenue anticipation bond, the 6-month period is extended for an additional 6 months if the unexpended Gross Proceeds of the Issue at the end of the 6-month period do not exceed the lesser of 5% of the Proceeds of the Issue or $100,000. For purposes of the 6-Month Spending Exception, Gross Proceeds required to be spent within 6 months do not include amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue. A-1-5 SECTION 2.03. 18-MONTI~ SPENDING EXCEPTION. The Issue (or the New Money Portion if the Issue is a Multipurpose Issue} is treated as satisfying the rebate requirement if the conditions set forth in (A), (B) and (C} are satisfied. (A) All of the Gross Proceeds of the Issue (excluding amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue) are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: {1} at least 15%within b months; (2) at least 60%within 12 months; and (3) 100% within 18 months, subject to the Reasonable Retainage exception described below. (B) The Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund for the Issue, to the extent such Fund is subject to rebate (see footnote 3), is timely paid to the United States. And, (C) The Gross Proceeds of the Issue qualify for the initial 3-year Temporary Period. If the only unspent Gross Proceeds at the end of the 18th month are Reasonable Retainage, the requirement that 100% of the Gross Proceeds be spent by the end of the 18th month is treated as met if the Reasonable Retainage, and ail earnings thereon, are spent for the governmental purposes of the Issue within 30 months of the Issuance Date. For purposes of determining whether the spend-dawn requirements have been met as of the end of each of the first two spending periods, the amount of Investment Proceeds that the Issuer reasonably expects as of the Issuance Date to earn on the Sale Proceeds and Investment Proceeds of the Issue during the 18-month period are included in Gross Proceeds of the Issue. The final spend-down requirement includes actual Investment Proceeds for the entire 18 months. The i 8-Month Spending Exception does not apply to the Issue (or the New Money Portion, as applicable) if any portion of the Issue (or New Money Portion) is treated as meeting the rebate requirement under the 2-Year Spending Exception discussed below. This rule prohibits use of the 18-Month Spending Exception for the Nonconstruction Portion of a Bifurcated Issue. The only Spending Exception available for the Nonconstruction Portion of a Bifurcated Issue is the 6-Month Spending Exception. A-1-6 SECTION 2.04. 2- AR SPENDING EXCEP O R CERT IN NS RUCTION ISSUES. (A) In_general. A Construction Issue no bond of which is a Private Activity Bond (other than a Qualified 501(c)(3) Bond or a Bond that finances property to be owned by a Governmental Unit or a 501(c)(3) Organization} is treated as satisfying the rebate requirement if the Available Construction Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: (1) at least 10% within 6 months; (2) at least 45% within 1 year; {3) at least 75% within 18 months; and (4) 100% within 2 years, subject to the Reasonable Retainage exception described below. Amounts in a Bona Fide Debt Service Fund or a reasonably required reserve or replacement fund for the Issue are not treated as Gross Proceeds for purposes of the expenditure requirements. However, unless the Issuer has elected otherwise in the Tax Compliance Certificate, earnings on amounts in a reasonably required reserve or replacement fund for the Issue are treated as Available Construction Funds during the 2-year period and therefore must be allocated to expenditures for the guvernmental purposes of the Issue. If the Issuer elected in the Tax Compliance Certificate to exclude from Available Construction Proceeds the Investment Proceeds or earnings on a reasonably required reserve or replacement fund for the Issue during the 2-year spend-down period, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings from the Issuance Date must be tunely paid to the United States. If the election is not made, the Rebate Amount, if any, with respect to such Investment Froceeds or earnings after the earlier of the date construction is substantially completed or 2 years after the Issuance Date must be timely paid to the United States. The Rebate Amount, if any, with respect to earnings on amounts in a Bona Fide Debt Service Fund must be timely paid to the extent such Fund is subject to the rebate requirements (see footnote 3}. The Issue does not fail to satisfy the spending requirement for the fourth spend-dawn period i.e., 100% within 2 years of the Issuance Date) if the only unspent Available Construction Proceeds are amounts for Reasonable Retainage if such amounts (together with all earnings on such amounts) are allocated to expenditures within 3 years of the Issuance Date. For purposes of determining whether the spend-down requirements have been met as of the end of each of the first 3 spend-down periods, Available Construction Proceeds include the amount of Investment Proceeds or earnings that the Issuer reasonably expected as of the Issuance Date to earn during the 2-year period. For purposes of satisfying the final spend-down requirement, A-1-7 Available Construction Proceeds include actual investment Proceeds or earnings from the Issuance Date through the end of the 2-year period. Available Construction Proceeds do not include Gross Proceeds used to pay Issuance Costs financed by the Issue, but do include earnings on such Proceeds. Thus, an expenditure of Gross Proceeds to pay Issuance Costs does not count toward meeting the spend-down requirements, but expenditures of earnings on such Gross Proceeds to pay Issuance Costs do count. (B) 1%% nal in lieu of rebate for Construction Issues. If the Issuer elected in the Tax Compliance Certificate for a Construction Issue, or for the Construction Portion of a Bifurcated Issue, to pay a 1'/2% penalty in lieu of the Rebate Amount on Available Construction Proceeds in the event that the Construction Issue fails to satisfy any of the spend-down requirements, the 1'h% penalty is calculated separately for each spend-down period, including each semi-annual period after the end of the fourth spend-down period until all Available Construction Proceeds have been spent. The penalty is equal to 0.015 times the underexpended Proceeds as of the end of the applicable spend-down period. The feat that no arbitrage is in fact earned during such spend-down period is not relevant. The Rebate Amount with respect to Gross Proceeds other than Available Construction Proceeds (e,.,,g_., amounts in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund, to the extent subject to rebate (see footnote 3}} must be timely paid. PART III: COMPUTATION AND PAYMENT. SECTION 3.01. COMPUTATION AND PAYMENT OF REBA T E A141OUNT. If none of the Spending Exceptions described above is satisfied (and if the 1-1/2% penalty election for a Construction Issue or the Construction Portion of a Bifurcated Issue has not been made), then within 45 days after each Computation Date, the Issuer shall compute, or cause to be computed, the Rebate Amount as of such Computation Date. The first Computation Date is a date selected by the Issuer, but shall be not later than 5 years after the [ssuance Date. Each subsequent Computation Date shall end 5 years after the previous Computation Date except that, in a Variable Yield Issue, the Issuer may select annual Yield Periods. The final Computation Date shall be the date the last obligation of the Issue matures or is finally discharged. Within 60 days after each Computation Date (except the final Computation Date),. the Issuer shall pay to the United States not less than 90% of the Rebate Amount, if any, computed as of such Computation Date. Within 60 days after the final Camputation Date, the Issuer shall pay to the United States 100% of the Rebate Amount, if any, computed as of the final Computation Date. In computing the Rebate Amount, a computation credit of $1,000 may be taken into account on the last day of each Bond Year to the Computation Date during which there are unspent Grass Proceeds that are subject to the rebate requirement, and on the final maturity date. If the operative documents pertaining to the Issue establish a Rebate Fund and require the computation of the Rebate Amount at the end of each Bond Year, the Issuer shall calculate, or cause to be calculated, within 45 days after the end of each Bond Year the Rebate Amount, taking into account the computation credit of $1,000 for each Bond Year. Within 50 days after the end of A-1-8 each Bond Year, if the Rebate Amount is positive, the Issuer shall deposit in the Rebate Fund such amount as wil! cause the amount on deposit therein to equal the Rebate Amount, and may withdraw any amount on deposit in the Rebate Fund in excess of the Rebate Amount. Payments of the Rebate Amount to the Internal Revenue Service on a Computation Date shall be made first from amounts on deposit in the Rebate Fund and second from other amounts specified in the operative documents. Each payment of the Rebate Amount or portion thereof shall be payable to the Intemal Revenue Service and shall be made to the Intemal Revenue Service Center, Ogden, UT 84201 by certified mail. Each payment shall be accompanied by Internal Revenue Service Form 8038-T and any other form ar forms required to be submitted with such remittance. SECTION 3.02. BOOKS AND RECORDS. (A} The Issuer or Trustee, as applicable, shall keep proper books of record and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application of the Gross Proceeds of the Issue. Such records shall specify the account or fund to which each Nonpurpose Investment {or portion thereof) held by the Issuer or Trustee is to be allocated and shall set forth as to each Nonpurpose Investment {I) its purchase price, (2) identifying information, including par amount, interest rate, and payments dates, (3) the amount received at maturity or its sales price, as the case may be, including accrued interest, (4) the amounts and dates of any payments made with respect thereto, and (5) the dates of acquisition and disposition or maturity. The Issuer, Trustee, or Rebate Analyst, as applicable, shall retain the records of all calculations and payments of the Rebate Amount until six years after the retirement of the last obligation that is a part of the Issue. SECTION 3.03. FAIR MARKET VALUE. No Nonpurpose Investment shall be acquired far 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. The fair market value of any Nonpurpose Investment shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in an arms-length transaction. Fair market value generally is determined on the date on which a contract to purchase or sell the Nonputpose Investment becomes binding i.e., the trade date rather than the settlement date). Except as otherwise provided in this Section, a Nonpurpose Investment that is not of a type traded on an established securities market (within the meaning of Section 1273 of the Code) is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. (A) Obligations purchased directly from the Treasury. The fair market value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price. A-1-9 (B) Safe rbor for Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment Contract shall be treated as its fair market value on the purchase date if all the following conditions are met: (i) The Issuer or broker makes a bona fide solicitation for a specified Guaranteed Investment Contract and receives at least three bona fide bids from reasonably competitive providers (of Guaranteed Investment Contracts) that have na material financial interest in the Issue. (2} The Issuer purchases the highest-yielding Guaranteed Investment Contract for which a qualifying bid is made (determined net of broker's fees); {3) The Yield on the Guaranteed Investment Contract (determined net of broker's fees) is not less than the Yield then available from the provider on reasonably comparable Guaranteed Investment Contracts, if any, offered to other persons from a source of funds other than Gross Proceeds ofTax-Exempt Obligations; (4) The determination of the terms of the Guaranteed Investment Contract takes into account as a significant factor the Issuer's reasonably expected drawdown schedule for the amounts to be invested, exclusive of amounts deposited in a Bona Fide Debt Service Fund and a reasonably required reserve or replacement fund; {5) The terms of the Guaranteed Investment Contract, including collateral security requirements, are reasonable; and (6} The obligor on the Guaranteed Investment Contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the Guaranteed Investment Contract. (C) Safe harbor Apr certificates of deposit. The purchase price of a certificate of deposit shall be treated as its fair market value on the purchase date if all of the following requirements are met: {1) The certificate of deposit has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal; and (2) The Yield on the certificate of deposit is not less than {a) the Yield on reasanably comparable direct obligations of the United States, or (b} 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. Certificates evidencing the foregoing requirements should be obtained before purchasing any Guaranteed Investment Contract or certificate of deposit. A-1-10 PART IV: COMPLIANCE AND AMENDMENT SECTION 4.01. COMPLIANCE. The Issuer, Trustee or Rebate Analyst, as applicable, shall take all necessary steps to comply with the requirements of these Instructions in order to ensure that interest on the Issue is excluded from gross income for federal income tax purposes under Section 103(a) of the Code. However, compliance shall not be required in the event and to the extent stated therein the Issuer and the Trustee receive a Bond Counsel's Opinion that either {A) compliance with such requirement is not required to maintain the exclusion from gross income for federal income tax purposes of interest on the Issue, or (B} compliance with some other requirement in lieu of such requirement will comply with Section 1480 of the Code, in which case compliance with the other requirement specified in the Bond Counsel's Opinion shall constitute compliance with such requirement. SECTION 4.02. LIABILITY. ff for any reason any requirement of these Instructions is not complied with, the Issuer and the Trustee, if applicable, shall take all necessary and desirable steps 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. The Trustee shall have no duty or responsibility to independently verify any of the Issuer's, or the Rebate Analyst's, calculations with respect to the payments of the Rebate Amount due and owing to the United States. Under no circumstances whatsoever shall the Trustee be liable to the Issuer, any bondholder or any oilier person for any inclusion of the interest on the Issue in gross income for federal income tax purposes, or any claims, demands, damages, liabilities, losses, costs or expenses resulting therefrom or in any way connected therewith, so long as the Trustee acts only in accordance with these Instructions and the operative documents pertaining to the Issue. (Paid of Attachment A-1} A-1-12 Form 8~38~G information Return for Tax-Exempt Governmental Obligations - Under Internal Revenue Code section 149(e) oMB No. 1545-0720 (Rev. November 2000) - Sae separate Instructlortis. Department a the Treasury Caution: it the issue rice is under $7tN1,QlJt), use Form 8t)3&-GC. InterMl RBVenlle SerNce p Rannrtinn Anfhnrirv If Amended Return, check here - ^ 1 Issuer's name 2 Issuer`s employer idenditcation number Town of Marano TBD : 88-0331775 3 Number and street (m P.0. box if mail is not delivered to street address) Room/suite 4 Report number 11555 W. Civic Center Drive NIA 6 City, town, or post office, state, and ZIP code 6 Date of issue Marano, AZ 85853 3!1212090 7 Name of issue 8 CUS1P number ?A10 DW Revolving Fund Loan NlA 9 Name and title of officer ar legal representative whom the IRS may call for more information 10 Tekpttone Iwmlxv of office w legal representative £rik Montague, Finance Director ~ ( 520 } 382-1930 ~1 Type of Issue (check applicable box(es) ana enter rite Issue prlcef see mstruc 11 ^ Education 12 ^ Health and hospital 13 ^ Transportation 14 ^ Public safety. 15 ^ Environment (including sewage .bonds} , 18 ^ Housing 17 ^ Utilities 18 ®Qther. Describe - DW Revaiving Fund Loan 19 If obligations are TANs or RANs, check box - ^ If obligations are BANS, check box - ^ 20 If obf ations are in the form of a lease or installment sale, check box - ^ Descri Eion of Obli ations. Com late for the entire issue for which this form is (a} Final maturity date (b) Issue price (c) Slated redemption (d) Weighted price at matwtty average matuay ~4 e71t1112a29 e5.25o.000 X5.250.000 11.1757 ve 22 Proceeds used for accrued interest . 23 Issue price of entire issue (enter amount from line 21, column {b)) . 24 Proceeds used for bond issuance costs (including underwriters` discount) 24 25 Proceeds used for credit enhancement . 25 28 Proceeds allocated to reasonably required reserve or replacement fund 28 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 28 29 Total {add lines 24 through 28) . 30 Nonrefundinlx proceeds of the issue (subtract line 29 from line 23 and enter amount here). ana auacn scnsaute filed. (e) Yield 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . - NIA ears 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . - N!A years 33 Enter the last date on which the refunded bonds will be called . . - NIA 34 Enter the date(s) the refunded bonds were issued - __ NIA 35 Enter the amount of the state volume cap allocated to the issue under section 141(b){5) s5 rv-w 38a Enter the amount of gross proceeds invested or to be invested in a guarenteed investment contract (see instructions) 38a NIA b Enter the final maturity date of the guaranteed investment contract - NIA 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box - ^ and enter the name of the issuer - and the dato of the issue - 38 1f the issuer has designated the issue under.section 265{b}(3)(Bxi)pll) (small issuer exception}, check box - ^ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box - ^ 40 If the issuer has identified a had e, check box - ^ !hider penalties of perjury. I declare that I have examined this return and accompanying schedtdes and statements, artd to the hest of my knowledge and belief, they are we, correc4 and complete. Sign Here ' 5lgnalure of issuer's For Paperwork Reduction Act 311z12o1o representative Date Erik Montague, Finance Director type or print name and title see page 2 of the Instructions. cal. No. e3773s Fr%m 8038-G IRev. ti-2000) LOAN AGREEMENT STANDARD TERMS AND CONDITIONS Water Infrastructure Finance Authority of Arizona Phoenixt300240.2 TABLE OF CONTENTS Pace Article 1 Covenants of the Local Borrower with Respect to the System and the Project Section l .l Operation and Maintenance of System ....................................................................1 Section 1.2 Additions and Modifications ....................................................................................1 Section 1.3 Disposition of Project and System ...........................................................................1 Article 2 Additional Covenants of the Local Borrower Section 2.1 Unconditional Obligations .......................................................................................2 Section 2.2 Performance Under Loan Agreement ......................................................................2 Section 2.3 Disclaimer of Warranties and Indemnification ........................................................2 Section 2.4 Loan Repayments; Prepayments; Adjustments; Late Charges ................................2 Section 2.5 .Source of Repayment of Local Borrower's Obligations and Pledge .......................3 Section 2.6 Insurance ..................................................................................................................3 Section 2.7 No Liens ...................................................................................................................3 Section 2.8 Disadvantaged Business Enterprise Program .........................................................3 Article 3 Representations of Local Borrower Section 3.1 Organization and Authoriry .................................................................................... 4 Section 3.2 Full Disclosure ........................................................................................................ 4 Section 3.3 Pending Litigation ................................................................................................... 4 Section 3.4 Compliance with Existing Laws and Agreements .................................................. 5 Section 3.5 Na Defaults ............................................................................................................. 5 Section 3.6 Governmental Consent ............................................................................................ 5 Section 3.7 Compliance with Law ............................................................................................. 5 Article 4 Assignment Section 4.1 Assignment and Transfer by Authority ................................................................... 6 Section 4.2 Assignment by Local Borrower .............................................................................. 6 Article 5 Defaults and Remedies Section 5.1 Events of Default .................................................................................................... b Section 5.2 Notice of Default ..................................................................................................... 7 Section 5.3 Remedies on Default ............................................................................................... 7 Section 5.4 Attorney's Fees and Other Expenses ...................................................................... 7 Section 5.5 Application of Moneys ........................................................................................... 7 Section S.b No Remedy Exclusive; Waiver; Notice .................................................................. 7 Section 5.7 Retention of Authority's Rights .............................................................................. 8 Section 5.8 Default by the Authority ......................................................................................... 8 Pnoo~~~aozao.2 Article 6 Provisions Applicable to Loans Financed by Authority Bonds Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Section 6.11 Section 6.12 Section 6.13 General .................................................................................................................... 8 .................................................................................... 9 Tax Covenants .................... 9 Third Party Beneficiaries ........................................................................................ Additional Documents Relating to Authority Bonds .............................................. 8 Disclosure Regarding Authority Bonds ................................................................. 9 Assignment and Transfer by Authority to Trustee ............................................... 10 Conditions to Assignment by Local Borrower ..................................................... 10 Sale or Other Disposition of Project or System .................................................... I 1 Deficiencies Under Bond Documents Caused by Failure to Make Loan i 1 Repayment ............................................................................................................ Indemnification ..................................................................................................... 11 Compliance with Master Trust Indenture ............................................................. i l Provisions Relating to Default .............................................................................. 1 l Tax Compliance Certificate .................................................................................. 11 Article 7 Miscellaneous Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section 7.8 Section 7.9 Section 7.10 Binding Effect ....................................................................................................... 12 Severability ........................................................................................................... 12 Supplements and Modifications .................................................... Amendments 12 , Execution in Counterparts ..................................................................................... 12 Applicable Law ..................................................................................................... 12 Captions ................................................................................................................ Further Assurances ................................................................................................ 12 12 Arbitration ............................................................................................................. Notice Regarding A.R.S. § 38-511 ....................................................................... 12 12 E-Verify Compliance A.R.S. § 23-214 ................................................................. 12 Article 8 Definitions Section 8.1 Definitions ........................................................................................................... 133 Section 8.2 Rules of Interpretation ........................................................................................166 Article 9 List of Federal Laws and Authorities rt,o~,~,cr~oo2ao.2 ii This document sets forth Standard Terms and Conditions applicable to the Loan made by the WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA (the "Authority") to the Local Borrower. These Standard Terms and Conditions are a part of the Loan Agreement to which this document is attached. Certain terms used herein are defined in Article 8. Article 1 Covenants of the Local Borrower Relating to the System and the Project. Section 1.1 Ouera on and Maintenance of Svstem. The Local Borrower covenants and agrees that it shall, in accordance with prudent utility practice, (a) at all times operate the properties of the System and any business in connection therewith in an efficient manner, (b) maintain the System in good repair, working order and operating condition, and (c) from time to time make all necessary and proper repairs, renewals, replacements, additions, betterments and improvements with respect to the System so that at all times the operations carried on in connection therewith shall be properly and advantageously conducted from revenues of the System ar, if the Local Borrower so elects, from any other source of funds lawllrlly available. Section 1.2 Addition and Modifications. The Local Borrower may make any additions, renewals, replacements, modifications or improvements to the System which it deems desirable and which do not materially reduce the operational. integrity of any part of the System. All such renewals, replacements, additions, modifications and improvements shall become a part of the System. Section 1.3 I)ns of Fro'ect and S stem. (a) The Local Borrower shall not sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System except upon compliance with the provisions of this Section; provided, however that the requirements of this Section shall not apply to transactions which are capital leases within the meaning of generally accepted accounting principles to finance expansion or improvement of the System and under which the Local Borrower maintains a purchaser's interest or other beneficial ownership, use, possession and control of the System so long as no default exists. (b) The Local Borrower may sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System if the Local Borrower shall give at least ninety (90} days' prior written notice to the Authority of the proposed transaction, and the Authority gives its written consent which shall not be unreasonably withheld. The Local Borrower understands that the Authority, in determining whether or not to give its consent, must determine that the proposed transaction will not adversely affect the Authority's ability to meet its duties, covenants, obligations and agreements or conditions of any grant rece'sved by the Authority or the State from the United States of America, which is related to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act, as amended, and the Federal Safe Drinking Water Act, as amended. (c} Notwithstanding the provisions of subsection (b) above, the Local Borrower may sell, lease or otherwise dispose of, any of the property comprising part of the System without prior notice to or the consent of the Authority, other than the Project, in either of the following circumstances: (i) If the Local Borrower determines that such property is not necessary, useful or profitable to the operation of the System; or (ii) If the value of such property sold, leased or otherwise disposed of in any one year is equal to not more than 5% of the value of the fixed assets of the System. Section 1.4 Cost of Proiect. The Local Borrower certifies that the estimated Eligible Project Costs as listed in Section 1 of Exhibit B is a reasonable and accurate estimation of the Eligible Project Costs and, upon the direction of the Authority the Local Borrower wil! supply the Authority with a certificate from its engineer stating that such estimated Eligible Project Costs is a reasonable and accurate estimation. Phoenixl300240.2 Article 2 Additional Covenants of the Loca! Borrower Section 2.1 Uncondltional Obligations. The obligation of the Local Borrower to make the Loan Repayments and the obligation to perform and observe the other duties, covenants, obligations and agreements on its part described herein are payable solely from the Source of Repayment described in this Loan Agreement and shall be absolute and unconditional and shall not be abated, rebated, set-off, reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner ar to any extent whatsoever, while any payments hereunder remain unpaid, regardless of any contingency, act of God, event or cause whatsoever, including (without limitation} any acts or circumstances that may constitute failure of consideration, eviction or constructive evicticn, the taking by eminent domain or destruction of or damage to the Project or the System, commercial frustration of the purpose, any change in the laws of the United States of America or of the State or any political subdivision of either or in the rules or regulations of any governmental authority, any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Project or this Loan Agreement, or any rights of set-off, recoupment, abatement or counterclaim that the Local Borrower might otherwise have against the Authority or any other party or parties; provided, however, that payments under this Loan Agreement shall not constitute a waiver of any such rights. The Local Borrower shall not be obligated to make any payments required to be made by any other local borrowers under separate loan agreements or local borrower bonds. Notwithstanding any other provision of this Section 2.1, or this Loan Agreement, neither the Authority, nor any assignee of the Authority shall have the right or ability to compel the repayment of this Loan Agreement from any source other than the Source of Repayment. Section 2.2 Performance Under Loan. Agreement. The Local Borrower covenants and agrees (a) to maintain the System in good repair and operating condition; (b) to cooperate with the Authority to the extent it may lawfully do so, in the observance and performance of the respective duties, covenants, obligations and agreements of such Local Borrower and the Authority under this Loan Agreement; and (c) to comply with the covenants set forth in this Loan Agreement. Section 2.3 Disclaimer of Warranties. The Local Bonrower acknowledges and agrees that (i) the Authority makes na warranty or representation, either express or implied as to the value, design, condition, merchantability or fitness for particular purpose or fifiess for any use of the System or the Project or aay portions thereof or any other warranty or representation with respect thereto; (ii) in no event shall the Authority or its respective agents be liable or responsible for any direct, incidental, indirect, special or consequential damages in connection with or arising out of this Loan Agreement or the Project or the existence, fLrnishing, functioning or use of the System or the Project; and (iii) are not intended to and shall not be coastrued as a waiver of any defense or limitation on damages provided for under and pursuant to the laws of the United States or of the State. Section 2.4 Loan Reuavmenta• Preoavments~ Adiustments: Late Charges. (a) The Local Borrower may prepay the Loan Repayments in whole or in part at any time without premium upon receipt of the prior written approval of the Authority and only in conformance with such terrr-s and conditions as the Authority, in its sole discretion, may require. The Authority's consent to a prepayment will not be unreasonably withheld. If the Local Borrower makes prepayments of Loan Repayments, the Authority shall adjust principal amounts within the Loan Repayment Schedule contained in ibit A pro rata in accordance with guidance from the Local Borrower, provided that the Local Borrower shall not receive credit for prepayments of principal without consent of the Authority. Upon such adjustment, the Authority shall compute the adjusted combined interest and fee amounts to reflect the adjusted principal amounts and shall enter the results in the Loan Repayment Schedule with notice to Local Borrower. (b) Each payment made as a Loan Repayment as described in subsection (a) shall be applied first to the combined interest and fee payment then due and payable on the Loan and then to the principal amount of the Loan. (c) [n addition to the other payments required by this Section, the Local Borrower shall pay a late charge for any payment that is received by the Authority later than the tenth (10) day following its due date, in an amount equal td six percent (6%) per annum on such late payment from its due date to the date it is actually paid; provided, however, Phoenix/300240.2 2 that the combined interest and fee rate payable on the Loan including such late charge shall not be in excxss of the maximum rate permitted by law or any proceedings or resolution authorizing the execution of this Loan Agreement. (d) Upon the final disbursement, if the Loan is less than the estimated Eligible Project Costs, the amount of each Principal Installment due as set forth in the Loan Repayment Schedule contained in Exhibit shall be adjusted pro rata. Upon such adjustment, the Authority shall compute the adjusted combined interest and fee amounts to reflect the adjusted principal amounts and shall enter the results in the Loan Repayment Schedule with notice to Local Borrower. Section 2.5 Sour a of egavment of Local Borrower's Obligations an Pledge. The Loca! Borrower irrevocably pledges the Source of Repayment described in this Loan Agreement for the punctual payment of all amounts due under the Loan Agreement. The Authority and the Local Borrower agree that the amounts payable by the Local Borrower under this Loan Agreement are payable solely from the Source of Repayment described in this Loan Agreement and are not payable from any other source whatsoever, unless the Local Borrower chooses to pay, and pays, any amount due hereunder from any other source lawfully available to it. Section 2.6 lgsuragee. The Loca! Borrower shall maintain or cause to be maintained in force, insurance policies with responsible insurers ar self-insurance programs or through membership in a risk retention pool, including, but not limited to, the Arizona Municipal Risk Retention Pool (in accordance with the Local Borrower's customary practices) providing against risk of direct physical loss, damage or destruction of the Project and the System, at least to the extent that similar insurance is usually carried by utilities construct'sng, operating and maintaining system facilities of the nature of the System, including liability coverage, all to the extent available at reasonable cost. Section 2.7 lYo Liens. Except for (i) the debt service on any future bonds, notes or other evidence of indebtedness of the Local Borrower issued or contractual obligations incurred in accordance with this Goan Agreement payable from the funds pledged to the payment of this Loan Agreement which are on parity with the lien and charge on the funds so pledged to pay this Loan Agreement and (ii) as provided in ibit of this Loan Agreement, the debt service on currently outstanding" bonds, notes or evidences of indebtedness or contractual obligations of the Local Borrower, if any, payable from the Source of Repayment described in xhibit D of this Loan Agreement which the Local Borrower has disclosed to the Authority in writing, the funds so pledged as described in this Loan Agreement after the payment of all costs of operating and maintaining the System, are and will be free and clear of any pledge, lien, chazge or encumbrance thereon or with respect thereto which are prior to, or of equal rank with, the obligation of the Local Borrower to pay this Loan Agreement, and all corporate or other action on the part of the Local Borrower to that end has been and will be duly and validly taken. Section 2.8 Disadvantaged Business Egterarises. The Local Borrower must {i) Make a good faith effort to award a fair share of work to DBE's who are small business enterprises (SBE's}, minority business enterprises (MBE's), and women business enterprise {WBE's). {ii) Require sub-recipients, including prime contractors and subcontractors, to make a good faith effort to award a fair share of work to DBE's. (iii) Require prime contractors to pay subcontractors for satisfactory performance no more than thirty (30} days from the prime contractor's receipt of payment from the Local Borrower.. (iv) Require prime contractors to notify the Local Borrower in writing prior to any termination of a DBE subcontractor for convenience by the prime contractor. (v) Report DBE participation to the Authority. Phoenix130Q240.2 3 Article 3 Representations of i,flcal Borrower The Local Borrower represents for the benefit of the Authority that the representations contained is this Loan Agreement are true at the time of execution and delivery of this Loan Agreement and, other than with respect to events outside of Local Borrower's control, will be true in all material respects at all times during the term of this Loan Agreement. Section 3.1 Organization and uthority. (a) The Local Borrower is a Political Subdivision or Indian Tribe as defined in the Authority Act. (b) The Local Borrower has full legal right and authority and has, or will obtain as and when required, all necessary licenses and permits required to acquire, own, operate and maintain the Project and the System, to cant' on its activities relating thereto, to execute and deliver this Loan Agreement, to undertake and complete the Project, to pledge the Source of Repayment, and to carry out and consummate all transactions contemplated by this Loan Agreement. The Project is a project which the Lacal Borrower may undertake pursuant to State law and for which the Local Borrower is authorized by law to borrow money. (c) The proceedings of the Local Borrower's governing body approving this Loan Agreement and authorizing its execution, issuance and delivery on behalf of the Local Borcower, and authorizing the Local Borcower to undertake and complete the Project have been duly and lawfully adopted in accordance with the laws of the State. {d) This Loan Agreement has been duly authorized, executed and delivered by an Authorized Officer of the Local Borrower; and, assuming that the Authority has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed and delivered this Loan Agreement, this Loan Agreement constitutes a legal and valid obligation of the Local Borrower enforceable in accordance with its terms, and the information contained under "Description of the Loan" in this Loan Agreement is true and accurate in all material respects. Section 3.2 Fall Disclosure. {a} Ta the best of the Local Borrower's knowledge, there is no fact that the Local Harrower has not disclosed to the Authority in writing that materially adversely affects the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the System, or the ability of the Local Borrower to make all Loan Repayments due hereunder and otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. (b) The information relating to the Local Borrower (including without limitation the financial and statistical data contained therein) submitted to the Authority by the Local Borrower in connection with the Authority's approval of the Loan was at the time of the Authority's approval of the Loan and at all times subsequent thereto up to and including the Loan Closing, will be (if necessary by amendment provided by the Local Borrower) true and correct and will not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading in any adverse respect. To the extent permitted by law, and notwithstanding any other provision of this Loan Agreement, the Local Borcower will indemnify, save and hold harmless the Authority, and each of the Authority's agents, for, from and against any and all claims, damages, liability and court awards including costs, expenses and reasonable attorneys' fees incurred as a result of any omission or misstatement of material fact in the information submitted to the Authority by the Local Borrower in connection with the Authority's approval of the Loan, as it may have been supplemented and amended by the Local Borrower. Section 3.3 pending Litigation. There are no proceedings pending, or to the knowledge of the Local Borrower, threatened, against or affecting the Loca! Borrower, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially adversely affect the properties, activities, prospects or condition (fmancial or otherwise) of the Local Borrower or the System, or the ability of the Local Borrower to make all Loan Repayments and otherwise observe and perform its duties, covenants, obligations and agreements Phaenix130Q240.2 4 under this Loan Agreement that have not been disclosed in writing to the Authority in Ehe Local Borrower's application for the Loan or otherwise. Section 3.4 (mm~liance with Existing Laws and Agreements. The authorization, execution and delivery of this Loan Agreement by the Local Borrower, the observance sad performance by the Local Borrower of its duties, covenants, obligations and agreements hereunder and the consummation of the transactions provided for in this Loan Agreement, the compliance by the Local Borrower with the provisions of thts Goan Agreement and the undertaking and completion of the Project will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Local Borrower pursuant to any existing ordinance or resolution, trust agreement, indenture, mortgage, deed of trust, loan agreement or other instrument (other than the lien and charge of this Loan Agreement and any ordinance or resolution or indenture which authorized outstanding obligations of the Local Borrower which are on a parity with this Loan Agreement as to a lien on, or a source and security for, payment thereon from the source of payment that is pledged to the Loan Repayments) to which the Local Borrower is a party or by which the Local Borrower, the System or any of its property or assets may be bound, nor will such action result in any violation of the provisions of the charter or other document pursuant to which the Local Borrower was established or any laws, ordinances, resolutions, governmental rules, regulations or court orders to which the Local Borrower, the System or its properties ar operations are subject. Section 3.5 No Defaults. No event has occurred and no condition exists that, upon authorization, execution and delivery of this Laan Agreement or receipt of the amount of the Loan, would constitute an Event of Default hereunder. The Locai Borrower is not in violation of, and has not received notice of any claimed violation of, any term of any agreement or other instrument to which it is a party or by which it may be bound, which violation would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the ability of the Local Borrower to make all Loan Repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. Section 3.6 Gayernmentai Consent. The Local Borrower has or will have obtained prior to the date of the Loan Closing all permits and approvals required to date by any governmental body or officer (and reasonably expects to receive all permits required in the tuture by any governmental agency) for the making, observance and performance by the Local Borrower of its duties, obligations and agreements under this Loan Agreement or for the undertaking or completion of the Project and the financing thereof, and the Local Borrower has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the Local Borrower of its duties, covenants, obligations and agreements under this Loan Agreement or with the undertaking or completion of the Project and the financing thereof; and the Local Borrower has oomp!ied with all applicable provisions of law requiring any notificatiari, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the Local Borrower of its duties, covenants, obligations and agreements under this Loan Agreement or with the undertaking or completion of the Project and the financing thereof. No consent, approval or authorization of, or filing, registration or qualification with, any governmental.body or officer, other than those already obtained or reasonably expected to be obtained, is required on the part of the Local Borrower as a condition to the authorization, execution and delivery of this Loan Agreement, the undertaking or completion of the Project or the consummation of any transaction herein contemplated. Section 3.7 Comullance with Law. The Local Borrower: (a) is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject and the failure to comply with which would materially adversely affect the ability of the Local Borrower to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the Locai Borrower or the System; and (b) has obtained, or will obtain as and when required, all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its properly or for the conduct of its activities which, if not obtained, would ms#erially adversely affect the ability of the Local Borrower to undertake or complete the Project or the condition (f nancial or otherwise) of the Local Borrower or the System. Phoenixl300240.2 5 Article 4 Assignment Section 4.1 Assienment and Transfer by Authority. The Local Borrower hereby approves and consents to any assignment or transfer of this Loan Agreement that the Authority deems to be necessary in connection with the Clean Water Revolving Fund and Drinking Water Revolving Fund programs of the Authority. Section 4.2 Assienu-ent by Loyal Borrower. This Loan Agreement may not be assigned by the Local Borrower for any reason, unless the following conditions shall be satisfied: (i) the assignee shall be a governmental unit within the meaning of Section 141(c} of the Code or another entity acceptable to the Authority and the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Local Borrower's duties, covenants, agreements and obligations hereunder; (ii) immediately after such assignment, the assignee shall not be in default in the performance or observance of any duties, covenants, obligations or agreements of the Locat Borrower hereunder; and (iii) fire Authority shall receive an opinion of counsel to the effect that such assignment will not violate the provisions of any agreement entered into by the Authority with, or condition of any grant received by the Authority from the United States of America relating to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act and the Federal Safe Drinking Water Act. No assignment shall relieve the Local Borrower from primary liability for any of its obligations under this Loan Agreement and in the evens of such assignmerrt, the Local Borrower shall continue to remain primarily liable for the performance and observance of its obligations to be performed and observed under this Loan Agreement. Article 5 Defaults and Remedies Section S.1 Events of Default. If any of the following events occurs, it is hereby defined as and declared to be and to constitute an "Event of Default": (a) failure by the Local Borrower to pay, or cause to be paid, when due any Loan Repayment; (b) failure by the Local Borrower to make, or cause to be made, any required payments of principal, redemption premium, if any, and interest on any bands, notes or other obligations of the Local Borrower for borrowed money (other than the Loan), after giving effect to the applicable grace period, the payments of which are secured by the Source of Repayment described in this Loan Agreement; (c) failure by the Local Borrower to perform any duty, covenant, obligation or agreement on its part to be observed or performed under this Loan Agreement, other than as referred to in paragraphs (a} and (b) of this Section, which. failure shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to the Local Borrower by the Authority, unless the Authority agrees in writing to an extension of such time prior to its expiration, provided, however, that if the failure stated in such notice is correctable but cannot be corrected within the applicable period the Authority may not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Local Borrower and diligently pursued anti! the Event of Default is corrected; (d) the institution of any proceeding, with the acquiescence of the Local Borrower, for the purpose of effecting a composition between the Local Borrower and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are payable from the Source of Repayment described in this Loan Agreement; (e) a determination by the Authority that any material representation made by or on behalf of the Local Borrower contained in this Loan Agreement, or in any instrument famished in compliance with or with reference to this Loan Agreement, is false or misleading in any material respect; and (t} the filing of a petition by or against the Local Borrower under any federal or state bankruptcy or insolvency saw or other similar law in effect on the date of this Loan Agreement or thereafter enacted, unless in the case of any such Phcenix/300240.2 6 petition filed against the Local Borrower such petition shall be dismissed within thirty (30) days after such filing and such dismissal shall be final and not subject to appeal; or the Local Borrower becoming insolvent or bankrupt or making an assignment for the benefit of its creditors; or the appointment of a custodian (including, without limitation, a receiver, liquidator or trustee of the Local Borrower or any of its property including the System} by court order, or possession of the Local Borrower or its property or assets is taken if such order remains in effect or such possession continues for more than thirty (30) days. Section 5.2 No}lee of Default. The Local Borrower shall give the Authority prompt telephone notice of the occurrence of any Event of Default referred to in Section 5.1 paragraph (c) hereof, and of the occurrence of any other event or condition that constitutes an Event of Default, at such time as any senior administrative or financial officer of the Local Bon•ower becomes aware of the existence thereof. Any telephone notice pursuant to this Section shall be confirmed in writing by the end of the next Business Day. Section 5.3 Remedies on Default. (a) Whenever an Event of Default referred to in Section 5.1 hereof shall have occurred and be continuing, the Authority shall have the right to take any action permitted or required pursuant to this Loan Agreement and to take whatever other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due on their scheduled payment dates or to enforce the performance and observance of any duty, covenant, obligation or agreement of the Local Borrower hereunder, including, without limitation, appointment of a receiver of the System. (b) Nothing in this Loan Agreement shall be construed to affect the Attorney Qeneral taking action to enforce this Loan Agreement in accordance with the Authority Act. Section 5.4 Attorney's Fees and Other Expenses. In the event of a default hereunder by the Local Borrower, the Local Borrower shall on demand and to the extent not prohibited by applicable law pay to the Authority the reasonable fees and expenses of attorneys and other reasonable expenses ('mcluding without limitation the reasonably allocated costs of in-house counsel and legal staff} incurred by the Authority in the collection of Loan Repayments or any other sum due hereunder or in the enforcement of performance or observance of any other duties, covenants, obligations or agreements of the Local Borrower to the extent permitted by law. Section 5.5 Anulication of Moneys. The parties acknowledge that: (a) all amounts coming due hereunder as Loan Repayments shall be treated as principal and combined interest and fees with respect to the Loan which amounts are secured by a pledge of the Source of Repayment in accordance with Exhibit D of this Loan Agreement; and (b) amounts coming due under Section 5.4 Hereof shall be secured by the Source of Repayment on a basis subordinate to the Loan Repayments, but on a parity with comparable expenses relating to such Outstanding. Parity Obligations and Additional Parity Obligations. However, any moneys collected by the Authority pursuant tv Section 5.3 in the exercise of remedies with respect to amounts due or to become due hereunder shall be applied: (e} first, to pay any attorney's fees or other fees and expenses owed by the Local Borrower pursuant to Section 5.4 hereof, (b) second, to pay delinquent combined interest fees and late charges on the Loan; (c} third, to pay combined interest and fees then due and payable on the Loan; (d} fourth, to pay delinquent principal on the Loan in order of scheduled maturity; (e) fifth, to pay principal then due and payable on the Loan; and (~ sixth, to pay airy other amounts due and payable pursuant to this Loan Agreement. Section 5.6 Ho Remedy Exclusive: Waiver: Notice. No remedy conferred upon or reserved to the Authority hereunder is intended to be exclusive, and every such remedy shall be cumularive and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved ko it as described in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. Phoenix/300240.2 7 Section 5.? Retention of Authority's Ri¢hts. Notwithstanding any assignment or transfer of this Agreement pursuant to the provisions hereof, or anything else to the contrary contained herein, the Authority shall have the right upon the occurrence of an Event of Default to take any action, including (without limitation) bringing an action against the Local Borrower at law or in equity, as the Authority may, in its discretion, deem necessary to enforce the obligations of the Local Borrower to the Authority. Section 5.8 Default by the Authority. In the event of any default by the Authority in any duty, covenant, agreement or obligation described in this Agreement, the Local Borrower's remedy for such default shall be limited to injunction, special action, action for specific performance or any other available equitable remedy designed to enforce the performance or observance of any duty, covenant, obligation or agreement of the Authority described herein as may be necessary or appropriate. The Authority shall on demand pay to the Local Borrower the reasonable fees and expenses of attorneys and other reasonable expenses in the enforcement of such performance or observance. Article 6 Provisions Applicable to Loans Financed by or Pledged to Secure Authority Bonds Section b.l neral. The Local Borrower acknowledges that the Authority is entering into this Loan Agreement and agreeing to make the Loan at this time for the benefit of the Local Borrower, and that the Authority may finance the Loan, along with other loans to other local borrowers, through the issuance of Authority Bonds and may pledge the Loan to secure Authority Bonds. If and for so long as the Authority's source of funds to make disbursements on, or to carry, the Loan represented by this Loan Agreement is, or becomes, the proceeds of Authority Bonds, or this Loan Agreement is assigned by the Authority as security for payment of amounts due or to become due on Authority Bands, the Local Borrower ogees to cooperate with the Authority with respect to the 'sssuance of Authority Bonds by furnishing and certifying information concerning the Local Borrower, the Project, the System and the Source of Repayment, and by agreeing to reasonable modifications and additions to this Loan Agreement necessary or convenient for the Authority Bond transaction. Without limiting the generality of the foregoing, the Local Borrower agrees that if the Authority at any time determines, in its discretion, that it is necessary in connection with the issuance of Authority Roads or the maintenance of the Authority's bond program, then the provisions set forth in this Article shall be in effect. Section 6.2 Tax Covenants. (a) General. The Local Borrower acknowledges that, in connection with its state revolving fund programs, the Authority issues its Authority Bands from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority's interest for the Loan to qualify and be aTax-Exempt Obligation that is not an AMT Obligation. Therefore, the Local Borrower represents and covenants as follows with respect to the Loan and the Authority Bonds. The Loca- Borrower covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Loan or the Authority Bonds under Section 103(a} of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an AMT Obligation, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon a bond counsel opinion as Wray rescind or otherwise negate such action or omission. The Local Borrower will not directly or indirectly use or permit the use of arty proceeds of the Loan or any other funds of the Local Borrower or take or omit to take any action that would cause the Loan or the Authority Bonds to be or become "arbitrage bonds" within the meaning of Section 148(x) of the Internal Revenue Code or to fail to meet any other applicable requirement of Sections 103, 141, 148, 149 and 154 of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. To that end, the Local Borrower will comply with all applicable requirements of Sections 103, }41,148, i49 and 150 of the Code to the extent applicable to the Loan. (b} odification Based on Band Counsel Qpinion. Notwithstanding any provision of this Section, if the Local Borrower provides to the Authority a bond counsel opinion to the effect that any action required under this Section is no longer required, or to the effect that some further action is requu~ed, to maintain the exclusion from gross income of Phoenix/300240.2 8 interest on the Loan or the Authority Bonds pursuant to Section 103(a) of the Internal Revenue Code, the provisions of this Section and the covenants in this Section shall be deemed to be modified to that extent. (c) Bond Counsel Opinion. For purposes of this Article, "bond counsel opinion" means an opinion letter of a firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, and who is acceptable to the Authority. Section 6.3 Thlyd Party Beneficiaries. The Trustee, the owners from time to time of the Authority Bonds, any Credit Enhancer from time to time of the Authority Bonds and any underwriter of the Authority Bonds are each expressly acknowledged to be third party beneficiaries of this Loan Agreement and each representation, agreement, duty, obligation and provision of this Loan Agreement. Section 6.4 Additional Documents Relative to Authority Bonds. The Local Borrower will famish to the Authority and certify to such information and execute and deliver and cause to be executed and delivered such documents as the Authority, the underwriter or other parties to any Authority Bond transaction may reasonably require, including, without limitation: (a) a certificate of an Authorized Officer of the Local Borrower to the effect that the information contained in the Final Official Statement (defned in Section 6.5, paragraph (a)) for the Authority Bonds concerning the Local Borrower is correct in all material respects and is an accurate summary of the information which it purports to summarize, and that nothing has come to the Authorized Officer's attention that would lead the Authorized Officer to believe that the information in the Final Official Statement relating to the Local Borrower contains an untrue statement of a material fact ar omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (b) subject to the continuing disclosure requirements of Securities-and Exchange Commission Rule 15c2-12 (the "Disclosure Rule"), a continuing disclosure undertaking of the Local Borrower meeting the requirements of the Disclosure Rule , and a statement of the Local Borrower as to whether it has failed to provide any information and notices required by the provisions of previous continuing disclosure undertakings, if any, of the Local Borrower under the Disclosure Rule, and if it has not, describing the circumstances and status of such failure; and (c) an appropriate certificate executed by Au#horized Officer of the Local Borrower concerning the reasonable expectations of the Local Borrower as to the use of the proceeds of the Loan and such other matters as may be required on the part of the Local Borrower in order to ensure that the Authority Bonds are and will remain Tax- Exempt Obligations that are not AMT Obligations, and the Local Borrower covenants to comply with the provisions of such certificate; and (d) such other certificates, documents and information, and supplemental opinions of Local Borrower's counsel, as the Authority, the underwriters of the Authority Bonds or other parties to the Authority Bonds transaction may reasonably require and as are necessary to confum the continued truth and accuracy of information supplied by or on behalf of the Local Borrower. Section 6.5 Disclosure Re¢ardine Authority Bonds. (a) The information, if any, relating to the Local Borrower (including without limitation the financial and statistical data contained therein) which has been furnished by the Local Borrower to be included in, and which is included in, a Preliminary Official Statement of the Authority (the "Preliminary Official Statement"), or a final Official Statement (the "Final t~icial Statement") of the Authority concerning any Authority Bonds, as of the respective dates of each such document and at all times subsequent thereto up to and including the Bond Closing, will be (if necessary by amendment provided by the Local Borrower) true and correct and will not contain an untrue statement of material fact or omit to state a materud fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent permitted by law, and notwithstanding any other provision of this Loan Agreement, the Local Borrower will indemnify, save and hold harmless the Authority and each other local borrower, if any, included in the Final Official Statement, and each of such parties' respective agents, for, from and. against any and all claims, damages, liability and court awards including costs, expenses and Phoenix/300240.2 g attorneys fees incurred as a result of any omission or misstatement of a material fact in the Local Borrower's information in the Final Official Statement, as it may have been supplemented or amended by the Local Borrower. (b) The Local Borrower agrees that from the date of the Final Official Statement and for a period until not later than 25 days after the date of the Bond Closing if and so long as the offering of the Authority Bonds continues (i) the Local Borrower will famish such information with respect to itself as the Authority (for itself or at the request of the underwriters of the Authority Bonds) may from time to time reasonably request and (ii} if any event shall occur as a result of which it is necessary, in the opinion of Bond Counsel to the Authority, or counsel for the underwriters of the Authority Bonds, to amend or supplement the information in the Final Official Statement relating to the Local Borrower in order to make such information not misleading in light of the circumstances then existing, the Local Borrower will forthwith prepare, and furnish to the Authority and the underwriters such information relating to the Local Borrower as may be necessary to permit the preparation of an amendment of or supplement to the Final Officia! Statement (in form and substance satisfactory to the Bond Counsel to the Authority and counsel for the underwriters) which will amend or supplement the Final Official Statement so that it wil[ not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances then existing, not misleading. (c) The Local Borrower agrees that if prior to the 25th day following the end of the underwriting period of the Authority Bonds, as defined for purposes of the Disclosure Rule, any event shall occur which causes the representations contained in Section 6.4, paragraph {a) to be false in any material respect, the Local Borrower shall promptly notify the Authority of such development, and if in the opinion of the Authority and the underwriters of the Authority Bands such development requires the preparation of a supplement or an amendment to the Preliminary Official Statement or the Final Official Statement, the Local Borrower agrees to cooperate with the Authority and the underwriters for the Authority Bonds in preparing any such supplement or amendment in a form acceptable to such parties and to pay all reasonable expenses incurred by such parties in connection with the preparation thereof. Section 6.b Assignment and Tfansfer by Authority to Trustee. (a) The Local Borrower expressly acknowledges that, other than the right of the Authority to be indemnified by the Local Borrower, all right, title and interest of the Authority in, to and under this Loan Agreement will be assigned to the Trustee as security for the Authority Bonds, as applicable, as provided in the Authority's Master Trust Indenture, and that if any Event of Default shall occur the Trustee, pursuant to the Authority's Master Trust Indenture, shall be entitled to act hereunder in rho place and stead of the Authority. The Local Borrower hereby acknowledges the requirements of the Authority's Master Trust Indenture applicable to the Authority Bonds and consents to such assignment and appointment. The Authority shall retain the right to compel or otherwise enforce observance and performance by the Local Borrower of its duties, covenants, obligations and to be indemnified 6y the Local Borrower; provided, however, that in no event shall the Authority or the Trustee have the right to accelerate the payments under this Loan Agreement. (b) The Loca! Borrower hereby approves and consents to any assignment or transfer of this Loan Agreement that the Authority deems to be necessary in connection with any refunding of the Authority Bonds or otherwise in connection with the Clean Water Revolving Fund and Drinking Water Revolving Fund programs of the Authority. Section 6.7 Conditions to Assignment by Local Borrower. Notwithstanding Section 4.2, this Loan Agreement may not be assigned by the Local Borrower for any reason, unless the following conditions shall be satisfied: (i} the Authority, the Trustee and the Credit Enhancer, if any, of the Authority Bonds shall have approved said assignment in writing; (ii) the assignee shall be a governmental unit within the meaning of Section 141(c) of the Internal Revenue Code or another entity acceptable to the Authority and the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Local Borrower's duties, covenants, agreements and obligations hereunder; (iii) immediately after such assignment, the assignee shall not be in default in the performance or observance of any duties, covenants, obligations or agreements of the Local Borrower hereunder; (iv) the Authority and the Trustee shall have received an opinion of bond ceunsei to the effect that such assignment will not adversely affect the exclusion of interest on the Authority Bonds from gross income for purposes of Federal income taxation under Section 103{a) of the Code or make the Authority Bonds or the Loan AMT Obligations; and {v) the Authority and the Trustee shall receive an opinion of counsel to the effect that such assignment will not violate the provisions of the Master Trust Indenture or any agreement entered into by the Authority with, or Phoenix/300240.2 ~ a condition of any grant received by the Authority from, the United States of America relating to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act and the Federal Safe Drinking Water Act. No assignment shall relieve the Local Borrower from primary liability for any of its obligations under this Loan Agreement and in the event of such assignment, the Lacal Borrower shah continue to remain primarily liable for the performance and observance of its obligations to be performed and observed under this Loan Agreement. Section 6.8 Saie or Other Disuositioa of Proiect or Svstem. The Local Borrower agrees that it will not sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System unless (i) the transferee assumes the Local Borrower's obligations under this Loan Agreement in accordance with Section 6.6, (ii) the Authority shall by appropriate action determine, in its sole discretion, that such sale, lease, abandonment or other disposition will not adversely affect the Authority's ability to meet its duties, covenants, obligations and agreements under the Bond Documents, and will not adversely affect the eligibility of interest on Authority Bonds then outstanding or which could be issued in the future for exclusion from gross income for purposes of federal income- taxation or cause such Authority Bonds to be AMT Obligations, and (iii} the Credit Enhancer, if any, of the Authority Bonds shall have given its prior written consent to such disposition. Section 6.9 Deficien nd ad Documents Caused b sitar site an Re a meat. The Local Borrower acknowledges that payment of the Authority Bonds by the Authority, including payment from moneys drawn by the Trustee from the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts established under the Bond Documents, does not constitute payment of the amounts due under this Loan Agreement. If at arty time the amounts on deposit in the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financia! Assistance Accounts shall be less than the amounts required by the Bond Documents as the result of any transfer of moneys from the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts which in turn is the result of a failure by the Local Borrower to make any Loan Repayments required hereunder, the Local Borrower agrees to (i) replenish such moneys so transferred, and {ii) replenish any deficiency arising from losses incurred in making such transfer as the result of the liquidation by the Authority of investment securities acquired as an investment of moneys in the Bond Reserves or the CWRf•' financial Assistance Account and DWRF Financial Assistance Accounts, by malting payments to the Authority in equal monthly installments for the lesser of six. (6) months or the remaining term of the Loan at a combined interest and fee rate to be determined by the Authority necessary to make up any loss caused by such deficiency, provided that the combined interest and fee rate payable on the Loan including such make-up combined interest and fees shall not exceed the maximum rate permitted by the Authorizing Proceedings which authorized this Loan Agreement. Section 6.14 Indem ifip cation. To the extent permitted by law, the Local Bonowar shall indemnify, save and hold harmless the Authority against arty and all claims, damages, liability and court awards including costs, expenses and attorney fees to the extent incurred as a result of any gross negligence or willful misconduct by the Gocal Borrower, or its employees, agents or subcontractors pursuant to the terms of this Loan Agreement. Section 6.11 t -~maliaace with Master Trust Indenture. The Local Borrower covenants and agrees to take such action as it may lawtLlly take and as the Authority shall reasonably request so as to enable the Authority to observe and comply with, all duties, covenants, obligations and agreements contained in the Master Trust Indenture insofar as such duties, covenants,. obligations and agreements relate to the obligations of the Local Borrower under this Loan Agreement. Section 6.12 Provisions Re[atiaQ to Default. (a) Any notice or information which the Local Borrower is to give to the Authority pursuant to the provisions of Article 5 shall also be given by the Local Borrower to the Trustee and to any Credit Enhancer at the same time. (b) Notwithstanding the provisions of Section 5.3, paragraph (a) and Section 5.7, so long as a Credit Enhancer is not in default of its obligations with respect to its payment guarantee of the Authority Bonds and such guarantee is in effect, the Credit Enhancer shall have the right to direct the exercise of remedies provided for herein and the Trustee and the Authority shall not pursue any remedy except with the prior written consent of the Credit Enhancer. Phoenix1300240.2 3 I (c) [n the event of a default hereunder by the Local Borrower, the Local Borrower shall also pay the expenses of the Trustee and of any Credit Enhancer in the same manner as provided in Section 5.4 with respect to the expenses of the Authority. Section 6.13 Tax Comollance Certificate. If the Authority Bonds are issued and sold on the basis that they are Tax-Exempt Obligations, an Authorized Officer of the Local Borrower shall deliver an appropriate certificate concerning the reasonable expectations of the Local Borrower as to the use of the proceeds of the Loan and such other matters as may be required on the part of the Local Borrower in order to ensure that the Authority Bonds are and will remain Tax-Exempt Obligations that are not AMT Obligations, and the Local Borrower covenants to comply with the provisions of such certificate. Article 7 Miscellaneous Section 7.1 IBiodiae Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Authority and the Local Borrower and their respective successors and assigns. Section 7.2 Severabitity. In the event any provision of this Loan Agreement shall be held illegal, invalid or unenforceable by any Court of competent jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. Section 7.3 ~;mendments. Suonlements and Modifications. This Loan Agreement may not be amended, supplemented or modified without the prior written consent of the Authority and the Local Borrower. Section 7.4 Execution in Counterparts. This Loan 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 7.5 Aantlcable Law. This Loan Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, including the Authority Act. Section 7.6 Ca do s. The captions or headings in this Loan Agreement are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions or sections of this Loan Agreement. Section 7.7 Further Assurances. The Local Borrower shall, at the request of the Authority, authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this Loan Agreement. Section 7.8 ~bitration. The parties hereto agree to use arbitration to the extent required by Section 12-1518 of the Arizona Revised Statutes. Section 7.9 otice Reeardina A.R.S. $ 38-511. To the extent applicable by provision of law, the parties acknowledge that this Loan Agreement is subject to cancellation pursuant to A.R.S. § 38-511, the provisions of which are hereby incorporated herein. Section 7.10 E-Verify Comnliance A.1t.S. ~ 23-214. The Local Borrower warrants to the Authority that it is registered with and is participating in the employment verification pilot program as jointty administered by the United States department of homeland security and the social security administration or any of its successor programs (the "E-Verify Program") and that the proof submitted to the Authority of that registration and participation is true and correct. The Local Borrower agrees that it will remain registered with and will participate in the E-Verify Program until the Loan is fully paid. If the Authority determines that the Local Borrower is not so registered and participating, the Authority will notify the Local Borrower by certified mail of the determination of noncompliance and the Local Borrower's right to appeal the determination. On a final determination of noncompliance, the Local Borrower shall repay all monies received as an economic development incentive (within phoenix/300240.2 1 Z the meaning of Arizona Revised Statutes Section 23-214) to the Authority within thirty days of the final determination. Article 8 Defruitions Section 8.1 Defiaitions. The following terms as used in this Loan Agreement shall, unless the context clearly requires otherwise, have the following meaning: "AMT Obligation" means aTax-Exempt Obligation the interest on which is an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. "Annual Loan Review Form" means the loan compliance questionnaire circulated by the Authority to all borrowers as part of the Authority's annual loan portfolio review. "Authority" means the Water Infrastructure Finance Authority of Arizona, a body corporate and politic of the State of Arizona duty created and validly existing under and by virtue of the Authority Act. "Authority Act" means Title 49, Chapter 8 {Secrion 49-1201 g~ ggg.) of the Arizona Revised Statutes ("A.R.S."). "Authority Bonds" means any bonds of the Authority issued to finance the State's revolving fund established pursuant to the Water Pollution Control Act, as amended, and the Safe Drinking Water Act, as amended. "Authorised O~cer" means, (i) with respect to the Local Borrower, the person whose name is set forth in this Loan Agreement or such other person or persons authorized by the Local Borrower to act as an authorized officer of the Local Borrower to perform any acE or execute any document relating to the Loan or this Loan Agreement whose name is furnished in writing to the Authority and the Trustee; and (ii) with respect to the Authority, the Chairman, Vice Chairman, Executive Director, or any other person or persons designated by the Board to act on behalf of the Authority with respect to this Loan Agreement; the designation of such person or persons shall be evidenced by a written certificate containing a specimen signature of such person or persons and signed on behalf of the Authority by its Chairman or Vice Chairman. "Bond Closing" means the date of initial delivery of and payment for the Authority Bonds. "Bond Documents" means and includes the Master Trust ]ndenture, any supplemental indenture and any comparable or related document pursuant to which the Authority Bonds are issued, and all further amendments and supplements thereto adopted in accordance with the provisions thereof. "Bond Reserves" means reserves established by the Bond Documents for the Authority r3onds to secure timely payment of amounts due on the Authority Bonds even if one or more local borrowers do not make timely payments on their loans. "Business Day" means any day other than a Saturday, Sunday or legal holiday or a day on which banking institutions, in the city in which the designated office of the Authority (being Phoenix, Arizona) is located, are closed. "Capital Grant Facility" means the contractual arrangement established with the Authority by the United States of America Environmental Protection Agency to make capitalization grant payments pursuant to Title VI of the Federal Water Pollution Control Act, as amended (33 U.S.C. § 125 et sue.) and the Federal Safe Drinking Water Act, as amended (particularly 42 U.S.C. § 300j-12 ~ggg.). "Clean Water Act" means the Federal Water Pollution Control Act amendments of 1972 {P.L. 92-500; 86 Stat. 816), as amended by the Water Quality Act of 1987 (P.L. 100-4; 101 Stat. 7). Phoanix/300240.2 1 3 "Clean Water Revolving Fund' means the fund established by A.R.S. § 49-1221. "Code" means the Internal Revenue Code of 198b, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. "Combfined Interest and Fee Rate" means periodic interest and fee payments made by the Borrower, see xhibit A to this Loan Agreement. "Construction Period" means the period from the date of the Loan Closing until the date of the final disbursement of proceeds of the Loan pursuant to this Loan Agreement, but in no event later than the third anniversary of the Loan Closing. "Cost" means those costs that are eligible to be funded from draws under the Capita! Grant Facility and are reasonable, necessary and allocable to the Project and are permitted by generally accepted government auditing standards to be costs of the Project. "Credit Enhancer" means the entity so designated in the Bond Documents, if any, or any successor thereto, that from time to time has issued and outstanding a municipal bond insurance policy or similar payment guarantee relating to the Authority Bonds. "CWRF Financial Assistance Account" means the account so designated in the Master Trust Indenture to which loans funded by the Clean Water Revolving Fund shall be credited. "Debt Management Fee" means the fee component of the combined interest and fee payments made by the Borrower, see Exhibit A to this Loan Agreement. "Department" means the Department of Environmental Quality of the State of Arizona. "Drfinkfing Water Facility" has the meaning given that term in the Authority Act, currently: a community water system or anon-profit noncommunity water system as defined in the Federal Safe Drinking Water Act (P.L. 93-523; 88 Stat. 16601; P.L. 95-190; 91 Stat. 1393; P.L. 104-182; 110 Stat. 1b13} that !s located in the State. The term does not include water systems owned by federa4 agencies. "Drinking Water Revolving Fund' means the fund established by A.R.S. § 49-1241. "DWRF Financial Assistance Account" means the account so designated in the Master Trust Indenture to which loans funded by the Drinking Water Revolving Fund shall be credited. "Eligible Project Casts" means, whether incurred before or after the date of this Loan Agreement, such portion of the Costs as is disbursed by the Authority for the benefit of the Local Borrower. The Local Borrower and the Authority acknowledge that the actual Eligible Project Costs for the Project have not been determined as of the effective date of this Loan Agreement. The final Eligible Project Costs shall be established after all disbarsements have been made. "Event of Default" means any occurrence or event specified in Section 5.1 hereof. "Indian Tribe" has the meaning given that term by the Authority Act, currently: any Indian tribe, band, group or community that is recognszed by the United States Secretary of the Interior and that exercises governmental authority within the limits of any Indian reservation under the Jurisdiction of the United States govemment notwithstanding the issuance of any patent and including rights-of--way running through the reservation. Pno~,d~3oasna.z 14 "Loan" means (a) during the Construction Period, the commitment to lend to the Local Borrower the Estimated Eligible Project Costs set forth in this Loan Agreement (as it may be amended or revised from time to time), and (b) thereafter, the amount of money equal to the Eligible Project Costs which is actually loaned to the Local Borrower pursuant to this Loan Agreement. "Loan Agreement" or "Agreement" means this Loan Agreement, including the Exhibits and these Standard Terms and Conditions attached to this Loan Agreement, as it may be supplemented, modified or amended from time to time in accordance with the terms hereof. "Loan Closing" means the date of execution and delivery of this Loan Agreement. "Loan Repayment Date" means the payment dates commencing and ending on the dates set forth in this Loan Agreement. "Loan Repayments" means the payments payable by the Local Borrower pursuant to this Loan Agreement. "Local Borrower" means the Political Subdivision or Indian Tribe that is a party to and is described in the fast paragraph of this Loan Agreement. "Master Trust Indenture" means and includes the Master Trust indenture dated as of August 1, 1999, as supplemented, and any comparable or related document, pursuant to which the Authority issues Authority Bonds. "Polttica! Subdivision" has the meaning given that teen by the Authority Act, currently: a county, city, town or special taxing district authorized by law to construct wastewater treatment facilities. "Project" is the project described in Section 2.1 of the Lcan Agreement, all or a portion of the Cost of which is f nanced from the proceeds of the Loan. "Repayment Period' means the period over which the principal amount of the Loan will be repaid which period begins and ends on the dates set forth in this Loan Agreement. "Repayment Principal AmounP' means the amount the Authority agrees to loan to the Local Borrower pursuant to this Loan Agreement or such lesser amount of actual Eligible Project Costs as represents the aggregate amount of the Loan actually made pursuant to this Loan Agreement. "Reserve Fund Surety" means a surety bond, insurance policy, latter of credit or similar arrangement representing the irrevocable obligation of the issuer thereof to pay to or at the direction of the Local Borrower an amount up to the Reserve Requirement as set forth in Exhibit A. "Safe Drinking Water Act" means the Federal Safe Drinking Water Act (P.L. 93-523; 88 Stat. 1660; P.G. 96-190; 9l Stet .1393; P.L. 104-182; 110 Stet. 1613), as amended in 1996. "Source of Repayment" means the "source of repayment" set forth in this Loan Agreement as defined in xhibit D. "State" means the State of Arizona. "System" means the "System" as defined in Section 2.2 of the~.oan Agreement. "Tax-Exempt Obligation" means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the ingest on which is excluded from gross Income for federal income tax purposes within the meaning of Section 150 of the Code, and includes any obligation or any investment treated as a "tax-exempt bond" for the applicable purpose of Section 148 of the Code "Trustee" means the Trustee appointed by the Authority pursuant to the Bond Documents and its successor or successors and any other corporation which may at arty time be substituted in its place as Trustee pursuant to the Bond Documents. Phoenix/300240.2 i 5 Terms not otherwise defined herein shall have the meanings ascribed to them in Exhibit D to the Loan Agreement. Section 8.2 Rules of Interpretation. For all purposes of this Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) Words of one gender include the corresponding words of other genders; words of neuter include both genders; and words in the singular include words in the plural and vice versa. (b) Words indicating persons, parties, or entities (and the like) include firms, associations, partnerships (including limited partnerships}, limited liability companies (and the like), corporations, trusts and other legal entities, including public and governmental bodies, as well as natural persons. (c) References to a statute refer to the statute, as amended, and any successor statute, and to all regulations promulgated under or implementing the statute or successor statute, as in effect at the relevant time. (d) References to a governmental or quasi-governmental entity or representatives thereof also refer to an entity that succeeds to the functions of the governmental orquasi-governmental entity and representatives thereof. (e) Headings preceding sections of text and any table of contents are solely for convenience of reference and are not part of this Loan Agreement and are not to affect its meaning, interpretation or effect. (f} Actions permitted under this Loan Agreement may betaken at any time and from time to time in the actor's sole discretion. (g} The word "including" means "including, but nat limited to" and the word "include" means "include, among others: ' (h} The terms "hereby," "hereof," "herein," and "hereunder" (and the like) refer to this Loan Agreement. (i) Indications of time of day mean local time in Phoenix, Arizona. Q) This Loan Agreement shalt be governed by and construed in accordance with the applicable law of the State of Arizona, except for its conflict of law rules and except as preempted by federal. Article 9 List of Fedet~al Laws and Authorities Sy Section 5.4 and Section 5.5 of Exhibit B tin the Loan Agreement, the Local Borrower ogees that the Project will comply with applicable provisions of the following federal laws and authorities: Environmental: 1. Archaeological and Historical Preservation Act of 1974, PL 93291. 2. Clean Air Act, 42 U.S.C. 7506(c). 3. Clean Water Act, Titles II, IV, and V, Pub. L. 92-500, as amended. 4. Coastal Barrier Resources Act, Pub. L. 97-348. 5. Coastal Zone Management Act, Pub. L. 92-583, as amended. 6. Endangered Species Act 16 U.S.C.1531, et seq. 7. Executive Order 11593, Protection and Enhancement of the Cultural Environment. Phoen"uJ300240.2 16 8. Executive Order 11988, Floodplain Management. 9. Executive Order 11990, Protection of Wetlands. 10. Farmland Protection Policy Act, 7 U.S.C. 4201 et seq. 11. Fish and Wildlife Coordination Act, PL 85-624, as amended. 12. Magnunson-Stevens Fishery Conservation and Management Act, Pub L. 94-265 13. National Historic Preservation Act of 1966, PL 89-665, as amended. 14. Safe Drinking Water Act, section 1424(e), PL 92-523, as amended. 15. Wild and Scenic Rivers Act, PL 90-542, as amended. 16. Environmental Justice, Executive Order 12898. Economic: 1. Demonstration Cities and Metropolitan Development Act of 1966, PL 89-754, as amended. 2. Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans. cial Legislation: I. Age Discrimination Act, PL 94-135. 2. Civil Rights Act of 1964, PL 88-352, Title VI. 3. Executive Order H 246, Equal Employment Opportunity. 4. Participation by Disadvantaged Business Enterprises in Procurement Under Environmental Protection Agency (EPA) Financial Assistance Agreements . 5. Rehabilitation Act of 1973, PL 93,112 (including Executive Order 11914 and 11250}. 6. Section 13 of PL 92-500; Prohibition against sex discrimination under the Federal Water Pollution Control Act. 7. Section 129 of the Small Business Administration Reauthorization and Amendment Act of 1988, Pub. L. 100-590. 8. The Drug Free Workplace Act Of 1988, Pub. L. 100-690. Miscellaneous Authoriri: 1. Anti-Lobbying Provision (40 CFR Part 30) and New Restrictions on Lobbying, Section 319 of Pub. L. 101-121 2. Executive Order 12549 -Debarment and Suspension. 3. Uniform Relocation and Real Property Acquisition Policies Act of 1970, PL 91-646. **~r~~ Phoenix/300240.2 17 WIFA Project Construction Sign Guidelines and Specifications In accordance with Section 1.25 of the WIFA Loan Agreement, WIFA Construction Sins , at commencement of construction the Local Borrower will establish (in consultation with WIFA staff) one or more WIFA construction signs at prominent locations at or near the construction site per the following guidance and attached specifications. 1. The general contractor as directed by the Owner shall furnish and install a construction sign(s) for identification of the WIFA project. The sign shall be constructed in accordance with the enclosed drawing/specifications. (If the contractor chooses to erect a separate sign, it maybe attached to or adjacent to the project sign, but no other contractor or subcontractor or material signs will be permitted on the WIFA sign.) 2. The cost of preparation and erection of the sign is loan eligible. 3. The construction sign for identification of the WIFA project will be installed prior to commencement of construction at a location which is near the project site and amenable to public viewing. 4. The sign will be adequately supported with regard to site conditions and will be an adequate distance above the prevailing grade to permit public viewing. 5. The sign will be constructed of a 4.0 feet by 8.0 feet exterior type high density overlaid plywood or other sign material of equivalent quality and framed with nominal 2 inch by 4 inch wood of suitable grade. 6. The sign will be painted with black lettering on a matt white background. The WIFA logo will be painted with process blue color and black lettering in strict proportion to the attached detail. 7. Lettering will be of professional quality and in accordance with the attached drawing; all lettering will be in proportion to the sizes shown and centered on the sign. 8. Information specified on the attached detail will be displayed on the sign. A draft sign will be rendered and reviewed by WIFA prior to production. 9. Any additional information displayed on the sign will not detract from or displace the information required in the drawing. Changes must be approved by WIFA. 10. The sign will be maintained in good condition by the contractor until completion of the construction project. 11. The sign will be removed and appropriately disposed of when the construction is complete and accepted by WIFA. WIFA Project Construction Sign Guidelines and Specifications City of Bullhead City Sewer Collection Line Project Sponsor: City of Bullhead City Mayor: Norm Hicks, JoAnn Allen, . ~ ~, Council: Olivia Brusso-McCormick, Don Sullivan, ~ ~ _ D3Archy Down-V a ~~~-+~ and Jacquie Jessie e Engineers: Sunrise Engineering, nc., i more t "- ~ ~ ' '' ,~~' Contractor: Barnard Construction, Bozeman, Montana ~ ~~ ""' A Water Infrastructure Finance Authority of Arizona project financed by: State of Arizona Governor Janice K. Brewer U.S. EPA Lisa Jackson, Administrator Water Infrastructure Finance Authority Requisition 2, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Title Firm Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 2, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana 920193-10 Type of Request: o Final o Partial Period Covered: from (m~d/y> to (m/~/y) Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 FAX #: 520-382-2590 Attention: Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 2 (3) (4) (5)=(4)+(3) 6= 5/ 2 7= 2- 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Mana ement $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 2, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reuortin~ Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 2, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? D No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 3, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to -date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated By. Dated Title Fi Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 3, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana 920193-10 Type of Request: o Final o Partial Period Covered: from ~miaiy> to (m~d/y) Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 FAX #: 520-382-2590 Attention: Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 (2) 3 4 5=4+3 6=5/2 7=2-5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 3, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reuorting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following ProducbService Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 '• ~ A Contractor/Subcontractor/Vendor Name & Address ~ ~ B $ Amount ~ ~ C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 3, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. ~ Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 4, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By. Dated By Dated Title Firm Approvals by the Water Infrastructure Finance Authority By Controller Dated By Environmental Manager Dated Water Infrastructure Finance Authority Requisition 4, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m~d/y> co (m~d/y> Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) 2 (3) 4 5)= 4)+ 3 6)=(5 / 2 7= 2- 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 4, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 ~ ~ A Contractor/Subcontractor/Vendor Name & Address ~ ~ B $ Amount ~ ~ C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 4, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? D No ~ Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line I Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 5, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated By. Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Title Firm Approvals by the Water Infrastructure Finance Authority By Controller Dated Environmental Manager By Dated Water Infrastructure Finance Authority Requisition 5, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana 920193-10 Type of Request: o Final o Partial Period Covered: from (m/~Y) to (m~d/y> Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 FAX #: 520-382-2590 Attention: Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 (2) (3 4) (5)=(4)+(3) (6)= 5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 LegaUDebt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Mana ement $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 5, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/IVlisc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code (see codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 5, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No D Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. D Yes ~ No If No, explain: 4. If the .project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line I Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 6, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By. Dated By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated. Title Firm Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 6, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana 920193-10 Type of Request: o Final o Partial Period Covered: nom (m/a/y) to (m/a/y) Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 FAX #: 520-382-2590 Attention: Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) 2 (3) 4 (5)=(4 +(3) (6)=(5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Im rovement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 6, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily. business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 6, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes D No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 7, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By. Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Auurovals by the Water Infrastructure Finance Authority By Controller Dated Title Environmental Manager By Water Infrastructure Finance Authority Requisition 7, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m/d/y) to (m/d/y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) 2 (3) (4 5)=(4 + 3 (6)=(5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Im rovement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 7, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 7, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. D Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line Notes 1 Loan Balance Remaining $ See Page 2, Column 7 2 Date of this Requisition: Month/Day/Year # of Weeks from Requisition Date Estimated Disbursements Future Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ Not Cumulative 5 Between 12 and 26 Weeks $ Not Cumulative 6 More than 26 Weeks $ Not Cumulative ~ Total Estimated Disbursements $ Sum of Lines 3 to 6 s Estimated De-Obligation $ Line 1-Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 8, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By. Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated By. Dated Title Firm Approvals by the Water Infrastructure Finance Authority By By Environmental Manager Controller Dated Dated Water Infrastructure Finance Authority Requisition 8, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (~a~y) to (~~Y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) (2) (3) 4 5)=(4)+ 3) (6 = 5 / 2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Mana ement $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 8, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 =Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 8, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 9, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Eneineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Title Firm Approvals by the Water Infrastructure Finance Authority By Controller Dated By Environmental Manager Dated Water Infrastructure Finance Authority Requisition 9, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana 920193-10 Type of Request: o Final o Partial Period Covered: from (m~d/y> to (~~y) Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 FAX #: 520-382-2590 Attention: Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) (2) (3) (4) (5)=(4)+(3) (6 = 5 / 2 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 LegaUDebt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 9, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51 % owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 ~ ' •~ i A Contractor/Subcontractor/Vendor Name & Address ~ ~ ~ B $ Amount ~ ~ C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 9, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? D No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line I Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Montb/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line I -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 10, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Approvals by the Water Infrastructure Finance Authority By Controller Dated Title By Firm Environmental Manager Dated Water Infrastructure Finance Authority Requisition 10, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m~d/y> to (m~d/y> Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) 2 (3) 4) (5)=(4)+(3) (6)=(5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Im rovement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 10, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reuortin~ Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned. Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 '• ~ A Contractor/Subcontractor/Vendor Name & Address ~ ~ B $ Amount ~ ~ C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 10, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? D No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. D Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 11, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Title Firm Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 11, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (~~Y) co (~~Y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 (2) 3) (4 (5=4+3 6=5/2) 7=2-5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Im rovement $ 3,354,000.00 Inspection & Construction Mana ement $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 11, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 =Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 ' • ~ A Contractor/Subcontractor/Vendor Name & Address ~ ~ B $ Amount ~ i C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 11, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line Notes 1 Loan Balance Remaining $ See Page 2, Column 7 2 Date of this Requisition: Month/Day/Year # of Weeks from Requisition Date Estimated Disbursements Future Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ Not Cumulative 5 Between 12 and 26 Weeks $ Not Cumulative 6 More than 26 Weeks $ Not Cumulative ~ Total Estimated Disbursements $ Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 12, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Approvals by the Water Infrastructure Finance Authority By Controller Title Firm By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 12, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m~d/y> to (m~d/y> Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 (2) 3) (4) 5)=(4)+3) 6=5/2 7=2-5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 12, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 12, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. D Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 13, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Title Firm Aunrovals by the Water Infrastructure Finance Authority By Controller By. Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 13, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m/d/y) to (m/d/y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 (2) (3) (4) (5)=(4)+(3) (6)=(5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 14, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE ReportinE Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A: The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 =Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 1, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? D No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 14, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated By. Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Title Firm Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 14, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m~d/y> co (m~d/y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) (2) 3 (4) 5=4+3 6=5/2 7=2-5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Im rovement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 14, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reuortin~ Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 14, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 15, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project a.nd under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Auprovals by the Water Infrastructure Finance Authority By Controller Dated By Title Fi Environmental Manager Water Infrastructure Finance Authority Requisition 15, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W.Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: nom (~~/y) co ~~a~y> Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) (2) 3 4) (5)= 4)+(3) (6)=(5)/ 2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 LegaUDebt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 15, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 15, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes ~ No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ s Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 16, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Auurovals by the Water Infrastructure Finance Authority By. Controller Title Firm By. Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 16, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m~d/y> co (m~a~y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 (2) 3 (4) (5)= 4+ 3 (6)=(5)/(2) 7= 2- 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 16, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 ~ ~ A Contractor/Subcontractor/Vendor Name & Address ~ ~ B $ Amount ~ ~ C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 16, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? D No ~ Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes D No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 17, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated By Dated Title Firm Auuroyals by the Water Infrastructure Finance Authority By. Controller By. Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 17, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: nom (~cuy> to ~~a~y> Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 (2) (3 4) (5)=(4)+(3) (6)=(5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Mana ement $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 17, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =.Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code (See codes above) D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 17, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. ~ Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line l Loan Balance Remaining $ Notes See Page 2, Column 7 2 Date of this Requisition: Month/Day/Year # of Weeks from Requisition Date Estimated Disbursements Future Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ Not Cumulative 5 Between 12 and 26 Weeks $ Not Cumulative 6 More than 26 Weeks $ Not Cumulative ~ Total Estimated Disbursements $ Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito a t 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 18, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in acco~ Infrastructure Finance Authority and the Bo. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost which has not been the basis of any prey 2. The materials, equipment, labor or satisfactorily purchased, performed, or terms and provisions of the contracts re] such payments. 3. As of the date of this request, there d Agreement nor any condition which, wi Default thereunder. 4. The undersigned are dully authorized to By Dated with the Loan Agreement between the Water the project, which is unpaid or unreimbursed and zs request. rvices represented by this request have been :ceived and applied to the project and under the ;d to the project, the Borrower is required to make not exist any Event of Default under the Loan the passage of time, would constitute an Event of it this disbursement request. By Engineer Certifications The Engineer certifies that the amounts req materials, equipment, labor, and services r purchased, received, and applied to the p payment is in accordance with the contract I with the contract documents. This certificat By_ Dated Auprovals by By Controller Dated Dated :ed constitute proper costs of the project; that the ;,sented by the invoices have been satisfactorily ct in accordance with contract documents; that isions and that the construction, to date, complies is not applicable to administrative costs. Title Firm By Environmental Manager Dated Water Infrastructure Finance Authority Requisition 18, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m/d/y) to (m/d/y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) 2) (3) (4) (5)= 4 + 3 (6)=(5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 LegaUDebt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Im rovement $ 3,354,000.00 Inspection & Construction Mana ement $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 18, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/SubcontractorNendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 18, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No D Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line Notes I Loan Balance Remaining $ See Page 2, Column 7 2 Date of this Requisition: Month/Day/Year # of Weeks from Requisition Date Estimated Disbursements Future Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ Not Cumulative 5 Between 12 and 26 Weeks $ Not Cumulative 6 More than 26 Weeks $ Not Cumulative ~ Total Estimated Disbursements $ Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 19, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Title Firm Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 19, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m~d/y) to (m~d/y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1 (2) 3 4 5=(4)+(3) (6)=(5)/(2) 7= 2- 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 19, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 19, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 20, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By. Dated Ti Auuroyals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Water Infrastructure Finance Authority Requisition 20, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (m/d/y) to (m/d/y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) 2 3 4 (5)=(4)+(3) 6=(5)/(2) 7- 2- 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 20, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code (See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 20, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. D Yes D No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line Notes 1 Loan Balance Remaining $ See Page 2, Column 7 2 Date of this Requisition: Month/Day/Year # of Weeks from Requisition Date Estimated Disbursements Future Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ Not Cumulative 5 Between 12 and 26 Weeks $ Not Cumulative 6 More than 26 Weeks $ Not Cumulative ~ Total Estimated Disbursements $ Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 21, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Approvals by the Water Infrastructure Finance Authority By Controller By Title F Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 21, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: nom ~~a~y1 to (micuy> Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1 2 (3) 4 (5)=(4)+(3) (6)=(5 /(2) 7= 2- 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 EquipmentlMaterials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 21, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 ~ A Contractor/Subcontractor/Vendor Name & Address ~ ~ B $ Amount ~ ~ C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 21, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ s Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 22, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Dated Title Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 22, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W.Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from (~~Y) to (~~y) Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) (2) (3) (4) (5)=(4)+(3) 6 = 5 /(2 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 LegaUDebt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Im rovement $ 3,354,000.00 Inspection & Construction Mana ement $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 22, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each fum listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above) D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 22, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. ~ Yes ~ No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ Notes See Page 2, Column 7 2 Date of this Requisition: Month/Day/Year # of Weeks from Requisition Date Estimated Disbursements Future Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ Not Cumulative 5 Between 12 and 26 Weeks $ Not Cumulative 6 More than 26 Weeks $ Not Cumulative ~ Total Estimated Disbursements $ Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 23, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. By. Dated Engineer's Seal By Title Dated Approvals by the Water Infrastructure Finance Authority By Controller Firm By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 23, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: from ~mia~y> to (m~d/y> Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) (2) (3) (4) 5 =(4)+(3 (6)=(5)/(2 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Mana ement $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 23, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 '• i A Contractor/Subcontractor/Vendor Name & Address ~ ~ B $ Amount ~ ~ C Product/ Service Code See codes above) D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 23, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No D Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes D No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line I Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 24, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications 'The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Approvals by the Water Infrastructure Finance Authority By Controller Dated Title Firm By Environmental Manager Dated Water Infrastructure Finance Authority Requisition 24, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana Type of Request: o Final o Partial Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 920193-10 Period Covered: nom (micuy> to ~~a~yl Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 Attention: FAX #: 520-382-2590 Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance 1) (2) (3) (4) (5 = 4 + 3 (6)=(5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Im rovement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 24, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = OtherlMisc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. 1 ~ i A Contractor/Subcontractor/Vendor Name & Address ~ ~ B $ Amount ~ ~~ C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 24, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line Notes 1 Loan Balance Remaining $ See Page 2, Column 7 2 Date of this Requisition: lvlonth/Day/Year # of Weeks from Requisition Date Estimated Disbursements Future Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ Not Cumulative 5 Between 12 and 26 Weeks $ Not Cumulative 6 More than 26 Weeks $ Not Cumulative ~ Total Estimated. Disbursements $ Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line I -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority Requisition 25, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Title F Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 25, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana 920193-10 Type of Request: o Final o Partial Period Covered: ~m ~~a~y> to ~~a~y> Borrower Contact & Address: Wire Transfer Instructions (Optional) Town of Marana Payee: 5100 W. Ina Road Address: Tucson, Arizona, 85743 Contact: Ms. Dorothy O'Brien, Utilities Director Contact: Phone #: 520-382-2532 Phone #: FAX #: 520-382-2590 FAX #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) (2) (3) 4 (5)=(4)+(3) 6= 5/ 2 7= 2- 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 25, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 25, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? O No O Yes If Yes, explain: 3. By signing page 1 of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes O No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 . More than 26 Weeks $ "1 Total Estimated Disbursements $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 8 Estimated De-Obligation $ Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313 Water Infrastructure Finance Authority of Arizona WIFA Disbursement Requisition Processing Procedure Manual For Additional Assistance, Contact: WIFA's Project Finance Staff at (602) 364-1310 or toll free 1-877-298-0425. Rev. 12/2/08 Water Infrastructure Finance Authority Requisition 1-25, Page 1 of 4 Certifications & Signatures [WD1] [WD6] This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment,. labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By By Dated Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Dated Approvals by the Water Infrastructure Finance Authority By Controller Dated Rev. 12/2/08 By Title Environmental Program Specialist Dated Instructions to Complete the Certifications & Signature Page Disbursement Requisition Page 1 of 4 -contains certifications and signatures required to authorize the release of loan proceeds for an incurred cost. Borrower Certifications The Borrower's Authorized Officer, as authorized within the Loan Agreement and the Borrower's Finance Director must certify and authorize the request for loan proceeds. The Authorized Officer and the Finance Director must sign and date the Request prior to submission to WIFA. Engineer Certifications The Borrower's Engineer must certify the amounts requested are in accordance with the terms and conditions of the loan agreement. The Engineer's Certification is not required for loan proceeds intended to reimburse Borrower Administrative Costs. Auurovals by the Water Infrastructure Finance Authority WIFA will release loan proceeds after the Borrower submits a completed Requisition and WIFA concurs that the request for loan proceeds is in accordance with the terms and conditions of the Loan Agreement. Rev. 12/2/08 Water Infrastructure Finance Authority Requisition 1-25, Page 2 of 4 Cost Incurred Report and Disbursement Request [WD1] [WD6] Type of Request: o Final o Partial Period Covered: from (~d~Y) to ~~,/a/yl Borrower Contact & Address: [~1] [BD10] [BD11] [BD12] Contact: [BD4] Phone #: [BD6] FAX #: [BD7] Wire Transfer Instructions (Optional): Bank Name: Bank ABA Number: Account#: Attention: Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Budget as per Previously This Total Total as Budget Item Loan Disbursed Request To Date of Budget 1 2) 3) 4 5 = (4) + (3) (6) = 5 / 2 Planning [budl] Design & Engineering [bud2] Legal/Debt Authorization [bud3] Financial Advisor [bud4] Land/System Acquisition [buds] Equipment/Materials bud6] Construction/Installation/ Improvement [bud7] Inspection & Construction Management [bud8] Project Officer [bud9] Administration [bud10] Staff Training [bud 11 ] Capitalized Interest [bud12] Other [bud13] Total Requested [bud14] Rev. 12/2/08 Instructions to Complete the Cost Incurred Report and Disbursement Request Disbursement Requisition Page 2 of 4 -summarizes payment recipient, loan proceeds requested, and use of loan proceeds. The Borrower must attach statements, invoices or other proof that the loan proceeds are required to pay a contractor for incurred costs or are required to reimburse the Borrower for incurred costs. Type of Request All disbursements are partial until the Borrower requests the final loan proceeds. Period Covered Period in which the Borrower incurred the cost. Borrower Contact & Address WIFA will forward loan proceeds to the Borrower's contact at the address listed on the pre- printed Requisitions. Wire Transfer Instructions (optional) ^ Bank Name -Borrowers' financial institution in which funds are to be transferred to. ^ Bank ABA Number -Financial institutions' routing number. ^ Account Number -Borrowers' account number where funds are to be deposited. ^ Attention -Contact name at borrowers' financial institution. ^ Phone # -Phone number for the contact name provided. Request by Budget Item ^ Column (1) - Summary of budget items. ^ Column (2) -The Budget as approved in the Loan Agreement. WIFA inserts the budget by line item within each of the pre-printed Requisitions. ^ Column (3) -Total of all previous disbursements. Must equal Column (5) from the previous Requisition. ^ Column (4) -Summary of loan proceeds requested within current Requisition. The Borrower must allocate the total request by Budget Item in accordance with the Loan Agreement. ^ Column (5) -Total of Column (3) and Column (4). The amounts shown in Column (5) on the current Requisition will serve as the amounts shown in Column (3) of the next Requisition. ^ Column (6) -The Borrower must calculate the percent used by Budget Item by dividing Column (5) by Column (2). Rev. 12/2/08 Water Infrastructure Finance Authority Requisition 1, Page 3 of 4 MBE/WBE/SBRA Report [WD1] [WD6] Reportlrig RepulrementS (data entered in Columns A and B in the table below) ^ Report on any procurement related to this disbursement request. "Procurement" means the acquisition through order, purchase, lease or barter of supplies, equipment, construction, or other services. ^ Within Column A of the table below, report on any contractor, subcontractor, or vendor that provided goods or services related to this disbursement request. ^ The total amount entered at the bottom of Column B must total the amount requested on page 2 of this request. Product/SerVlce Codes (codes for Column C in the table below) 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 =Other/Misc Definitions (definitions for terms in Columns D, E, and F in the table below) ^ MBE -Minority Business Enterprise: A business concern that is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. ^ WBE -Women Business Enterprise: A business concern that is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more of the women owners. ^ SBRA -Small business in a Rural Area: A business concern that is physically located outside any standard metropolitan statistical area. Disbursement Request by Contractor/Subcontractor/Vendor Contractor/Subcontractor/Vendor Name & Address (A) Amount (B) Product/ Service Code (See Codes above) ~C) MBE / ~~) WBE J CE) SBRA / ~F) Total of Column B must equal request on Page 2, Column 4 of this Re uisition Rev. 12/2/08 Instructions to Complete the MBE/WBE/SBRA Report Disbursement Requisition Page 3 of 4 -summarizes procurement activity by targeted vendor: MBE =Minority Owned Business Enterprise; WBE =Women Owned Business Enterprise; and SBRA =Small Business in a Rural Area. Disbursement Request by Contractor/Subcontractor/Vendor ^ Column (A) -Name and addresses of all contractors, subcontractors, vendors receiving reimbursement from the loan proceeds requested on the current Requisition. ^ Column (B) -Amount of reimbursement by individual contractor, subcontractor or vendor. The total of Column (B) on page 3 must equal the total requested in Column (4) on page 2 for the current Requisition. ^ Column (C) -See the explanation and codes under Product/Service Codes page 3 of the Requisition. ^ Column (D) - Insert a "check" / the column if the contractor, subcontractor or vendor listed in Column (A) is a Minority Owned Business Enterprise. ^ Column (E) - Insert a "check" / the column if the contractor, subcontractor or vendor listed in Column (A) is a Woman Owned Business Enterprise. ^ Column (F) - Insert a "check" / the column if the contractor, subcontractor or vendor listed in Column (A) is a Small Business in a Rural Area. Rev. 12/2/08 Water Infrastructure Finance Authority Requisition 1, Page 4 of 4 Loan Draw Schedule [WD1] [~6l Complete the followinz= according to your future draw requests per Fiscal Year: Estimated Loan Draw Schedule by month for each Fiscal Year 2009-2011 Month/Year (1) Actual Draw Request (3) Previous/Projected Draws (4) July 2008 August 2008 September 2008 October 2008 November 2008 December 2008 January 2009 February 2009 March 2009 Apri12009 May 2009 June 2009 July 2009 August 2009 September 2009 October 2009 November 2009 December 2009 January 2010 February 2010 March 2010 Apri12010 -May 2010 June 2010 July 2010 August 2010 September 2010 October 2010 November 2010 December 2010 Total: If you have any questions regarding this form, please contact your loan officer, Kimberly Marsh at 602-364-1325 or Angie Valenzuela at 602-364-1313 Rev. 12/2/08 Instructions to Complete the Loan Draw Schedule Disbursement Requisition Page 4 of 4 -requests updated detail information on the Estimated Loan Draw Schedule based on the amount currently being requested. Estimated Loan Draw Schedule by month for each Fiscal Year (2009-2011) ^ Column (1) Month/Year -related to three consecutive fiscal years. ^ Column (2) Actual Draw Request -amount of loan draw being requested; this amount should match the total requested amount in column 4 of page 2 of 4 ^ Column (3) Previous and Projected Draws - must be completed with your previous draws received and projected draws for the remaining of the loan ^ Total for Column (3) -amount must equal total loan amount. Rev. 12/2/08 Water Infrastructure Finance Authority Requisition 1, Page 1 of 4 Certifications & Signatures Town of Marana 920193-10 This disbursement request is made in accordance with the Loan Agreement between the Water Infrastructure Finance Authority and the Borrower. Borrower Certifications The Borrower hereby states as follows: 1. The amount requested is a proper cost of the project, which is unpaid or unreimbursed and which has not been the basis of any previous request. 2. The materials, equipment, labor or services represented by this request have been satisfactorily purchased, performed, or received and applied to the project and under the terms and provisions of the contracts related to the project, the Borrower is required to make such payments. 3. As of the date of this request, there does not exist any Event of Default under the Loan Agreement nor any condition which, with the passage of time, would constitute an Event of Default thereunder. 4. The undersigned are dully authorized to submit this disbursement request. By Dated By. Dated Engineer Certifications The Engineer certifies that the amounts requested constitute proper costs of the project; that the materials, equipment, labor, and services represented by the invoices have been satisfactorily purchased, received, and applied to the project in accordance with contract documents; that payment is in accordance with the contract provisions and that the construction, to date, complies with the contract documents. This certification is not applicable to administrative costs. Engineer's Seal By Title Dated Firm Approvals by the Water Infrastructure Finance Authority By Controller By Environmental Manager Dated Dated Water Infrastructure Finance Authority Requisition 1, Page 2 of 4 Cost Incurred Report and Disbursement Request Town of Marana 920193-10 Type of Request: o Final o Partial Period Covered: from (mia~y> to ~mnuy> Borrower Contact & Address: Town of Marana 5100 W. Ina Road Tucson, Arizona, 85743 Wire Transfer Instructions (Optional) Bank Name: Bank ABA Number: Account Number: Contact: Ms. Dorothy O'Brien, Utilities Director Phone #: 520-382-2532 FAX #: 520-382-2590 Attention: Phone #: Attach statements, invoices, or other proof that the amount requested below is currently due or has been advanced by the Borrower. Request by Previously This Total Budget Item Loan Budget Disbursed Request To Date of Budget Balance (1) 2 (3) (4) (5)= 4)+(3) (6)=(5)/(2) 7 = 2 - 5 Planning $ 0.00 Design & Engineering $ 125,000.00 Legal/Debt Authorization $ 25,000.00 Financial Advisor $ 25,000.00 Land/System Acquisition $ 1,500,000.00 Equipment/Materials $ 0.00 Construction/Installation/ Improvement $ 3,354,000.00 Inspection & Construction Management $ 0.00 Project Officer $ 0.00 Administration $ 0.00 Staff Training $ 0.00 Capitalized Interest $ 221,000.00 Other $ 0.00 Totals $ 5,250,000.00 Water Infrastructure Finance Authority Requisition 1, Page 3 of 4 Disadvantage Business Enterprise (DBE) Report Town of Marana 920193-10 DBE Reporting Requirements A. Within Column A in the table below, list each contractor, subcontractor, or vendor that provided supplies, equipment, construction, or other goods or services related to this disbursement request. B. Within Column B, detail the amount paid or payable to each firm listed in Column A. The total for Column B must equal the total requested on page 2 of this request. C. Within Column C, insert one of the following Product/Service Codes for each firm listed in Column A: 3 =Construction 4 =Manufacturing 5 =Transportation 6 =Supplies & Equipment, Wholesale 7 =Supplies & Equipment, Retail 9a =Business Services 9b =Professionals Services 9c =Other Services 10 = Other/Misc D. If the firm listed in Column A is a Minority Business Enterprise (MBE), insert a checkmark within Column D. An MBE business is at least 51% owned by one or more minority individuals and whose daily business operations are managed and directed by one or more of the minority owners. E. If the firm listed in Column A is aWomen-Owned Business Enterprise (WBE), insert a checkmark within Column E. A WBE business is at least 51% owned by one or more women and whose daily business operations are managed and directed by one or more the women owners. A Contractor/Subcontractor/Vendor Name & Address B $ Amount C Product/ Service Code See codes above D MBE E WBE Total of Column B must equal total requested on Page 2, Column 4 of this Re uisition Water Infrastructure Finance Authority Requisition 1, Page 4 of 4 Status Report Town of Marana 920193-10 1. Describe work completed since previous requisition: 2. Since the previous requisition, have total project cost estimates changed by 5% or more due to a Change Order or other project event? D No O Yes If Yes, explain: 3. By signing page I of this requisition, the Borrower certifies it and its contractors and subcontractors are current on all reporting requirements of the Loan Agreement, Standard Terms and Conditions, Exhibits, and Addendums. O Yes D No If No, explain: 4. If the project is funded in whole or in part by appropriations related to the American Recovery and Reinvestment Act of 2009, using data submitted by the prime contractor to comply with Davis-Bacon Act requirements, how many total hours have contractor and subcontractor employees worked since the date of the prior requisition? 5. Within the table below, estimate future loan disbursements. Line 1 Loan Balance Remaining $ 2 Date of this Requisition: # of Weeks from Requisition Date Estimated Disbursements 3 Less than 4 Weeks $ 4 Between 4 and 12 Weeks $ 5 Between 12 and 26 Weeks $ 6 More than 26 Weeks $ ~ Total Estimated Disbursements $ 8 Estimated De-Obligation $ Notes See Page 2, Column 7 Month/Day/Year Future Disbursements Not Cumulative Not Cumulative Not Cumulative Sum of Lines 3 to 6 Line 1 -Line 7 If you have any questions regarding this form, please contact your loan officer, Trish Incognito at 602-364-1235 or Angie Valenzuela at 602-364-1313