HomeMy WebLinkAbout11/21/2006 Blue Sheet Tangerine Farms Road Improvement District Bonds
TOWN COUNCIL
MEETING
INFORMATION
TOWN OF MARANA
MEETING DATE: November 21, 2006
AGENDA ITEM:
J.l
TO: MAYOR AND COUNCIL
FROM: James DeGrood, Assistant Town Manager
Resolution No. 2006-190: Resolution of the mayor and common
council of the town of Marana, Arizona, (1) providing for the sale
and issuance of not to exceed $30,000,000 aggregate principal
amount of town of Marana, Arizona tangerine farms road
improvement district improvement bonds; (2) prescribing certain
terms and conditions of the bonds including the delegation to the
manager of the town of Marana, Arizona of the authority to
designate the final principal amounts, maturity dates, interest rate
and yields and other matters with respect to the bonds; (3) making
certain f"mdings, certifications and covenants with respect to the
bonds; (4) delegating to such manager the authority to appoint a
bond registrar and paying agent with respect to the bonds,
approving an agreement with such bond registrar and paying
agent and an agreement with a securities depository and
authorizing the mayor or vice mayor of the town to execute and
deliver such agreements; (5) delegating to such manager the
authority to accept a proposal for the purchase of the bonds,
approving a bond purchase agreement with respect to such
proposal and authorizing the mayor or vice mayor of the town to
execute and deliver such agreement; (6) ratifying all actions taken
with respect to the preparation and distribution of a preliminary
official statement with respect to the bonds including the
delegation to such manager of the authority to approve the form
thereof and to deem the same f"mal; (7) delegating to such manager
the authority to approve a form of official statement with respect
to the bonds, authorizing the mayor or vice mayor of the town to
execute such official statement and authorizing distribution of
such official statement; (8) approving a continuing disclosure
undertaking pertaining to providing certain future information
with respect to the bonds and authorizing the mayor or vice mayor
of the town to execute and deliver such undertaking; (9) ratifying
all actions taken to further this resolution and authorizing the
taking of all other actions necessary to the consummation of the
transactions contemplated by this resolution and (10) declaring an
emergency.
DISCUSSION
The Tangerine Farms Road Improvement District bond offering documents are now substantially
complete, and the Town's financial team is prepared to make the bonds available for purchase,
Page 1 of2
beginning on December 12, 2006. The Town must now formally approve the offering statement
form and authorize the distribution of the document. Additionally, the Council must authorize
the execution of the offering statement and all other necessary documents relating to the sale of
the improvement district bonds.
Once the financing is in place, the Notice to Proceed will be issued to the construction
contractor. This is anticipated to occur December 22, 2006.
ATTACHMENT
Draft Offering Documents, dated November 7,2006.
RECOMMENDATION
Staff recommends adoption of Resolution 2006-190, approving the Sale and Issuance of Bonds
for the Tangerine Farms Road Improvement District.
SUGGESTED MOTION
I move to adopt Resolution 2006-190.
Page 2 of2
DRAFT
10/25/06
11/16/06
RESOLUTION NO. 2006-190
RESOLOUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF
MARANA, ARIZONA, (1) PROVIDING FOR THE SALE AND ISSUANCE OF NOT TO
EXCEED $30,000,000 AGGREGATE PRINCIPAL AMOUNT OF TOWN OF MARANA,
ARIZONA TANGERINE FARMS ROAD IMPROVEMENT DISTRICT IMPROVEMENT
BONDS; (2) PRESCRIBING CERTAIN TERMS AND CONDITIONS OF THE BONDS
INCLUDING THE DELEGATION TO THE MANAGER OF THE TOWN OF MARANA,
ARIZONA OF THE AUTHORITY TO DESIGNATE THE FINAL PRINCIPAL AMOUNTS,
MATURITY DATES, INTEREST RATE AND YIELDS AND OTHER MATTERS WITH
RESPECT TO THE BONDS; (3) MAKING CERTAIN FINDINGS, CERTIFICATIONS AND
COVENANTS WITH RESPECT TO THE BONDS; ( 4) DELEGATING TO SUCH MANAGER
THE AUTHORITY TO APPOINT A BOND REGISTRAR AND PAYING AGENT WITH
RESPECT TO THE BONDS, APPROVING AN AGREEMENT WITH SUCH BOND
REGISTRAR AND PAYING AGENT AND AN AGREEMENT WITH A SECURITIES
DEPOSITORY AND AUTHORIZING THE MAYOR OR VICE MAYOR OF THE TOWN TO
EXECUTE AND DELIVER SUCH AGREEMENTS; (5) DELEGATING TO SUCH
MANAGER THE AUTHORITY TO ACCEPT A PROPOSAL FOR THE PURCHASE OF THE
BONDS, APPROVING A BOND PURCHASE AGREEMENT WITH RESPECT TO SUCH
PROPOSAL AND AUTHORIZING THE MAYOR OR VICE MAYOR OF THE TOWN TO
EXECUTE AND DELIVER SUCH AGREEMENT; (6) RATIFYING ALL ACTIONS TAKEN
WITH RESPECT TO THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT WITH RESPECT TO THE BONDS INCLUDING THE
DELEGATION TO SUCH MANAGER OF THE AUTHORITY TO APPROVE THE FORM
THEREOF AND TO DEEM THE SAME FINAL; (7) DELEGATING TO SUCH MANAGER
THE AUTHORITY TO APPROVE A FORM OF OFFICIAL STATEMENT WITH RESPECT
TO THE BONDS, AUTHORIZING THE MAYOR OR VICE MAYOR OF THE TOWN TO
EXECUTE SUCH OFFICIAL STATEMENT AND AUTHORIZING DISTRIBUTION OF
SUCH OFFICIAL STATEMENT; (8) APPROVING A CONTINUING DISCLOSURE
UNDERTAKING PERTAINING TO PROVIDING CERTAIN FUTURE INFORMATION
WITH RESPECT TO THE BONDS AND AUTHORIZING THE MAYOR OR VICE MAYOR
OF THE TOWN TO EXECUTE AND DELIVER SUCH UNDERTAKING; (9) RATIFYING
ALL ACTIONS TAKEN TO FURTHER THIS RESOLUTION AND AUTHORIZING THE
TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION AND (10) DECLARING AN
EMERGENCY
WHEREAS, on June 6, 2006, the Mayor and Common Council of the Town of
Marana, Arizona (the "Town"), passed and adopted Resolution No. 2006-76 (the "Resolution of
Intention") which declared its intention to provide the "Work" defined in the Resolution of Inten-
tion, determined that improvement bonds be issued and sold to represent the costs and expenses
thereof (the "Bonds") and declared the Work to be of more than local or ordinary public benefit
and that the costs and expenses thereof be assessed upon a certain district, provided that the
Work be performed under the provisions of Title 48, Chapter 4, Article 2, Arizona Revised
Statutes, and all amendments thereto (the "Act"), the Work, the district to be assessed (the
"District") and the Bonds to be issued and sold being fully described in the Resolution of
Intention to which reference is hereby made for such descriptions; and
WHEREAS, a copy of the Resolution of Intention was published in the Daily
Territorial, a newspaper generally circulated in the Town, as required by law; and
WHEREAS, the Superintendent of Streets of the Town (the "Superintendent of
Streets") caused to be posted along the line of the Work on the streets, alleys and rights-of-way
to be improved, at not more than three hundred (300) feet apart, notices of the passage of the
Resolution of Intention, said notices being headed in letters at least one (1) inch in height and
stating the fact of the passage of the Resolution of Intention; and
WHEREAS, within the fifteen (15) days since the date of the last publication of
the Resolution of Intention and the completion of the posting of such notices, no protests against
the Work or objections to the extent of the District were filed with the Clerk of the Town during
the time prescribed by law; and
WHEREAS, as such, the furnishing of all labor, materials, transportation, services
and equipment for the Work was ordered by Resolution No. 2006-108 adopted on July 18, 2006
by the Mayor and Common Council ofthe Town; and
WHEREAS, upon completion of final plans and specifications for the Work
(including any addendums with respect thereto, the "Final Plans and Specifications") and the
filing thereof with the Clerk of the Town, sealed proposals were received pursuant to an
"Advertisement for Bids and Notice of the Passage of the Resolution Ordering the Improvement
and Inviting Sealed Proposals for the Work For Town of Marana, Arizona Tangerine Farms
Road Improvement District" (the "Notice"), which was duly published as provided by law, for
the Work; and
WHEREAS, the proposal of Hunter Contracting Co. (the "Contractor") was
determined to be the lowest and best bid of a responsible bidder for the kind of material and
specifications set forth in the Final Plans and Specifications at the unit prices named for the
Work in such proposal on file in the Office of the Clerk of the Town, and such proposal in all
respects complied with the terms of the Notice; and .
WHEREAS, the total amount bid by the Contractor for the Construction Contract
was $23,459,459.00 and the total amount of the costs (including for the Construction Contract)
and the incidental expenses, before the addition of capitalized interest, as shown in the engineer's
official estimate, was $27,577,500.15; and
WHEREAS, on October 3, 2006, the Mayor and Council of the Town passed and
adopted Resolution No. 2006-158 (the "Resolution Ordering Work") which awarded the contract
for the Work (the "Construction Contract") to the Contractor and provided that not more than
$748,357.26 would be contributed by the Town with respect to the Work; and
WHEREAS, MMLA Psomas, the Engineers for the District, prepared and
presented to the Mayor and Common Council of the Town duplicate diagrams of the property
contained within the District showing each separate lot, numbered consecutively, the
approximate areas in square feet of each lot, and the location of the lot in relation to the Work
(the "Diagram"), which were approved by the Mayor and Common Council of the Town by the
Resolution Ordering Work along with the method of assessment to be applied with respect to the
Diagram (which the Mayor and Common Council of the Town hereby ratify and confirm,
including the fact that the acquisition of certain property necessary with regard to the Work, the
payment of the cost of certain of the Work on behalf of a property owner from whom certain of
such property was necessary and a portion of the cost of the railroad underpass are to be assessed
directly against property owned by the Town); and
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WHEREAS, the Superintendent of Streets has heretofore entered into the
Construction Contract with the Contractor whereby the Contractor agreed to construct the Work
in accordance with the Final Plans and Specifications and its proposal; and
WHEREAS, the Superintendent of Streets will levy and record an assessment,
indicating the several assessments imposed on the lots or parcels of land benefited by the Work
in the District (the "Assessment"), and the Superintendent of Streets will execute, and the Mayor
of the Town will countersign, a warrant to the Finance Director of the Town (the "Finance
Director") to collect the Assessment; and
WHEREAS, the Assessment and such warrant will be returned by the Finance
Director as prescribed by law; and
WHEREAS, the certified list of unpaid amounts with respect to the Assessment
will be filed with the Clerk of the Town by the Superintendent of Streets indicating the amount
that is unpaid; and
WHEREAS, the Mayor and Cornmon Council of the Town have determined to
sell and issue the Bonds in the aggregate principal amount of not to exceed $30,000,000, payable
from the Assessment and to provide for certain other matters related thereto; and
WHEREAS, the Mayor and Common Council of the Town will receive a
proposal from Stone & Youngberg LLC (the "Underwriter"), and has determined that the Bonds
should be sold through negotiation to the Underwriter; and
WHEREAS, the Mayor and Cornmon Council of the Town desire to (i) authorize
the sale and issuance to the Underwriter of the Bonds; (ii) delegate to the Manager of the Town
the authority to determine certain of the terms of the Bonds and various other matters;
(iii) prescribe the form of the Bonds and (iv) ratify and confirm all prior acts of the Mayor and
Cornmon Council of the Town, of Jocelyn C. Bronson while acting as Clerk of the Town, of
Kevin Brann while acting as Superintendent of Streets of the Town, and of Eric Montague while
acting as Finance Director ofthe Town with respect to the District; and
WHEREAS, all things required to be done preliminary to the authorization and
issuance of the Bonds have been duly done and performed in the manner required by law, and
the Mayor and Cornmon Council of the Town are now empowered to proceed with the
authorization of the sale and issuance of the Bonds,
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE TOWN OF MARANA, ARIZONA, THAT:
Section 1. (A) The Bonds, to be designated "Town of Marana, Arizona Tangerine
Farms Road Improvement District Improvement Bonds," are authorized to be offered and
publicly sold and issued by the Town as special assessment improvement bonds pursuant to, and
in accordance with, the provisions of the Act and this Resolution to provide funds for the
purposes set forth in the Resolution of Intention and the Resolution Ordering the Work.
(B) The Manager of the Town is hereby authorized and directed to
determine on behalf of the Town: (1) the dated date and total principal amount of the Bonds (but
not to exceed $30,000,000 aggregate principal amount); (2) the final principal and maturity date
schedules of the Bonds (but none of the Bonds to mature more than twenty-five (25) years from
their date of issuance); (3) the interest rate ofthe Bonds (but not to exceed eight percent (8%) per
annum) and the dates for payment of such interest (the "interest payment dates"); (4) the
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provisions for redemption in advance of maturity of the Bonds; (5) the sales price, sales date and
sales terms of the Bonds (including for original issue discount) and (6) the provision for credit
enhancement, if any, for the Bonds upon the advice of the Underwriter; provided, however, that
such determinations must result in a yield for federal income tax purposes of not to exceed seven
percent (7%) with respect to the Bonds. .
(C) The Bonds shall bear interest at the single per annum rate
determined as described hereinabove from their date to the maturity or prior redemption of each
Bond, payable on the interest payment dates. The Bonds shall be issued in the denominations of
$1,000 of principal amount due on a specific maturity date or integral multiples thereof and only
in fully registered form and be numbered, by maturity, from "1" consecutively upwards.
(D) A "Bond Registrar and Paying Agent" with respect to the Bonds
shall be appointed by the Manager of the Town, and the Town shall comply with and carry out
all the provisions of a standard form of Bond Registrar and Paying Agent Agreement with
respect thereto which is hereby approved and which the Mayor or, in the absence thereof, Vice
Mayor of the Town is hereby authorized, for and on behalf of the Town, to execute, and the
Clerk of the Town to attest and deliver, in a final form satisfactory to the Mayor or, in the
absence thereof, Vice Mayor of the Town, which by the execution thereof the same so finds.
The Bond Registrar and Paying Agent shall maintain the books of the Town for the registration
of ownership of each Bond. A Bond may be transferred on the registration books upon delivery
of the Bond to the Bond Registrar and Paying Agent, accompanied by a written instrument of
transfer in form and with guaranty of signature satisfactory to the Bond Registrar and Paying
Agent, duly executed by the registered owner ofthe Bond to be transferred or the attorney-in-fact
or legal representative thereof, containing written instructions as to the details of the transfer of
such Bond. No transfer of any Bond shall be effective until entered on the registration books.
(E) The principal of and premium, if any, on the Bonds shall be
payable upon presentation and surrender thereof at the designated corporate trust office of the
Bond Registrar and Paying Agent. Interest on the Bonds shall be payable by check mailed to the
registered owner thereof, as shown on the registration books for the Bonds maintained by the
Bond Registrar and Paying Agent at the address appearing therein at the close of business on the
15th day of the calendar month next preceding that interest payment date. The principal of and
premium, if any, or interest on the Bonds shall be payable in lawful money of the United States
of America.
(F) In all cases upon the transfer of a Bond, the Bond Registrar and
Paying Agent shall enter the transfer of ownership in the registration books and shall authenticate
and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds, as
the case may be, of the appropriate denominations (except that no Bond shall be issued which
relates to more than a single principal maturity) for the aggregate principal amount which the
registered owner is entitled to receive at the earliest practicable time in accordance with the
provisions of this Section. The Town or the Bond Registrar and Paying Agent shall charge the
registered owner of such Bond, for every such transfer of a Bond, an amount sufficient to reim-
burse them for any transfer fee, tax or governmental charge required to be paid with respect to
such transfer and may require that such transfer fee, tax or governmental charge be paid before
any such new Bond shall be delivered.
(0) The Town and the Bond Registrar and Paying Agent shall not be
required to issue or transfer any Bonds during a period beginning with the opening of business
on the 15th business day next preceding either any interest payment date or any date of selection
of Bonds to be redeemed and ending with the close of business on the interest payment date or
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day on which the applicable notice of redemption is given or to transfer any Bonds which have
matured or have been selected for redemption.
(R) (1) Based on the determinations made as described
hereinabove, the Bonds shall be subject to redemption prior to maturity, in whole or in part, on
any date on or after a date determined by the Manager of the Town from prepayment of, and
from amounts collected pursuant to a public auction of property upon a delinquency in payment
of installments of, the Assessment by the payment of the principal amount of each Bond to be
redeemed plus interest accrued to the date fixed for redemption and plus a premium, the
premium to be calculated as a percentage of the principal amount of such Bond to be redeemed,
as determined by the Manager of the Town.
(2) Based on such determinations, the Bonds shall also be
subject to redemption prior to maturity, in whole or in part, on any date determined by the
Manager of the Town by the payment of the principal amount of each Bond to be redeemed, plus
accrued interest to the date fixed for redemption and plus a premium, the premium to be
calculated as a percentage of the principal amount of such Bond to be redeemed, as determined
by the Manager ofthe Town.
(I) The maturity of Bonds to be redeemed shall be chosen by the
Town, and the Bonds within such maturity shall be chosen by lot from that maturity by the Bond
Registrar and Paying Agent, but in any case, only so that approximately equal debt service shall
be paid each year.
(1) Not more than forty-five (45) nor less than thirty (30) days before
any redemption date, the Bond Registrar and Paying Agent shall cause a notice of any such
redemption to be mailed by first-class mail, postage prepaid, to the registered owner of each
Bond to be redeemed at the address shown on the registration books maintained by the Bond
Registrar and Paying Agent. Failure to mail notice to any registered owner of Bonds shall not
affect the validity of the proceedings for the redemption of Bonds with respect to the registered
owners of other Bonds.
(K) The Bonds shall be subject to a Book-Entry System (as that term is
hereinafter defined) of ownership and transfer, except as provided in subsection (3) of this
subsection. The general provisions for effecting the Book-Entry System are as follows:
(1) The Town hereby designates The Depository Trust
Company, New York, New York, as the initial Depository (as that term is hereinafter
defined) hereunder.
(2) Notwithstanding the provisions regarding exchange and
transfer of Bonds under subsections (D), (E), (F) and (0) of this section, the Bonds shall
initially be evidenced by one typewritten certificate for each maturity, in an amount equal
to the aggregate principal amount thereof. The Bonds so initially delivered shall be
registered in the name of "Cede & Co." as nominee for The Depository Trust Company.
The Bonds may not thereafter be transferred or exchanged on the registration books of
the Town maintained by the Bond Registrar and Paying Agent except:
(a) to any successor Depository designated pursuant to
subsection (3) of this subsection;
(b) to any successor nominee designated by a
Depository or
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(c) if the Town shall elect to discontinue the Book-
Entry System pursuant to subsection (3) of this subsection, the Town shall cause
the Bond Registrar and Paying Agent to authenticate and deliver replacement
Bonds in fully registered form in authorized denominations in the names of the
Beneficial Owners or their nominees, as certified by the Depository, at the
expense of the Town; thereafter the provisions of subsections (D), (E), (F), (0)
and (H) of this subsection regarding registration, transfer and exchange of the
Bonds shall apply.
(3) The Bond Registrar and Paying Agent, pursuant to a
request from the Town for the removal or replacement of the Depository, and upon thirty
(30) days' notice to the Depository, may remove or replace the Depository. The Bond
Registrar and Paying Agent shall remove or replace the Depository at any time pursuant
to the request of the Town. The Depository may determine not to continue to act as
Depository for the Bonds upon thirty (30) days written notice to the Town and the Bond
Registrar and Paying Agent. If the use of the Book Entry System is discontinued, then
after the Bond Registrar and Paying Agent has made provision for notification of the
Beneficial Owners of their book entry interests in the Bonds by appropriate notice to the
then Depository, the Town and the Bond Registrar and Paying Agent shall permit
withdrawal of the Bonds from the Depository and authenticate and deliver the Bond
certificates in fully registered form and in denominations authorized by this Section to the
assignees of the Depository or its nominee. Such withdrawal, authentication and delivery
shall be at the cost and expense (including costs of printing or otherwise preparing, and
delivering, such replacement Bond certificates) of the Town.
(4) So long as the Book-Entry System is used for the Bonds,
the Town and the Bond Registrar and Paying Agent shall give any notice of redemption
or any other notices required to be given to registered owners of Bonds only to the
Depository or its nominee registered as the owner thereof. Any failure of the Depository
to advise any of its participants, or of any participant to notify the Beneficial Owner, of
any such notice and its content or effect shall not affect the validity of the redemption of
the Bonds to be redeemed or of any other action premised on such notice. Neither the
Town nor the Bond Registrar and Paying Agent shall be responsible or liable for the
failure of the Depository or any participant thereof to make any payment or give any
notice to a Beneficial Owner in respect of the Bonds or any error or delay relating
thereto.
(5) Notwithstanding any other provision of this Resolution or
the Bonds to the contrary, so long as the Bonds are subject to a Book-Entry System, it
shall not be necessary for the registered owner to present the applicable Bond for
payment of mandatory redemption installments, if any. The mandatory redemption
installments may be noted on books kept by the Bond Registrar and Paying Agent and the
Depository for such purpose, and the Bonds shall be tendered to the Bond Registrar and
Paying Agent at their maturity.
(6) For purposes of this Resolution, "Beneficial Owners" shall
mean actual purchasers of the Bonds whose ownership interest is evidenced only in the
Book-Entry System maintained by the Depository, "Book-Entry System" shall mean a
system for clearing and settlement of securities transactions among participants of a
Depository (and other parties having custodial relationships with such participants)
through electronic or manual book-entry changes in accounts of such participants
maintained by the Depository hereunder for recording ownership of the Bonds by
Beneficial Owners and transfers of ownership interests in the Bonds, and "Depository"
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shall mean The Depository Trust Company, New York, New York or any successor
depository designated pursuant to this Section.
(L) The Bonds shall be executed on behalf of the Town by the manual
or facsimile signature of the Mayor of the Town and attested by the manual or facsimile
signature of the Clerk of the Town, and such officials are hereby authorized and directed to
execute the Bonds as aforesaid.
(M) The Bonds shall be in substantially the following form, allowing
those executing the Bonds to make insertions and deletions necessary to conform the Bonds as
provided by the delegations allowed by this Resolution:
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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE TOWN OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
REGISTERED
NO. ...........
REGISTERED
$.........
UNITED STATES OF AMERICA
STATE OF ARIZONA
COUNTY OF PIMA
TOWN OF MARANA, ARIZONA
TANGERINE FARMS ROAD IMPROVEMENT DISTRICT
IMPROVEMENT BOND
Interest Rate:
...% per annum
Maturity Date:
January 1, ....
Original
Issue Date:
.......... 1, 2006
CUSIP:
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: ...................................... DOLLARS
KNOW ALL MEN BY THESE PRESENTS:
THAT THE TOWN OF MARANA, ARIZONA, a duly organized municipal
corporation (the "Town"), for value received, hereby promises to pay to the Registered Owner
specified above or registered assigns, solely from the sources hereinafter specified, the Principal
Amount specified above on the aforesaid Maturity Date and to pay interest on the Principal
Amount at the aforesaid Interest Rate on ............ 1, ...., and on January 1 and July 1 of each year
thereafter (each an "interest payment date") from the date of this Bond to its maturity or its
redemption prior to maturity. The principal of and premium, if any, on this Bond are payable
upon presentation and surrender hereof at the designated corporate trust office of
.......................... .............. ................, as "Bond Registrar and Paying Agent." Interest on this
Bond is payable by check or draft mailed to the Registered Owner as shown on the registration
books for the Bonds ofthe issue of which this Bond is one (the "Bonds") maintained by the Bond
Registrar and Paying Agent at the address appearing therein at the close of business on the 15th
day of the calendar month next preceding that interest payment date. The principal of and any
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America on the respective dates when principal and interest become due.
This Bond is one of an issue of ........................... Dollars ($......,000) in aggregate
principal amount issued pursuant to law and Resolution No. 2006-_ adopted on November 21,
2006 (the "Resolution"), by the Mayor and Common Council of the Town, for the work and
improvements described (i) in the "Plans" on file in the offices of the Superintendent of Streets
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and Clerk of the Town described in Resolution No. 2006-75, adopted on June 6, 2006 (the
"Resolution of Intention"), by the Mayor and Common Council of the Town and (ii) in summary
fashion in Exhibit C to the Resolution of Intention (collectively, the "Work") to be performed,
the Work having been initiated pursuant to the Resolution of Intention, and is payable only out of
a special fund to be held by the Town, collected from installments of special assessments
imposed on the lots, pieces and parcels ofland benefited by the Work (the "Special Fund"). The
Special Fund is set apart by law for the payment of the Bonds and can be used for no other
purpose.
It is hereby certified and declared that the Work is authorized by law; that all the
acts, conditions and things required to be done, precedent to and in the issuance of the Bonds,
have been done and performed in regular and due form as required by the laws of the State of
Arizona and all ordinances and resolutions of the Town; that the special assessments out of
which the Bonds are to be paid are first liens on the property assessed, subject only to the lien for
general taxes and prior special assessments; and that any bona fide purchaser for value of this
Bond has the right to rely on the recitals herein contained. For the assessment or reassessment,
collection and payment of said special assessments, the full faith and diligence of the Town are
hereby irrevocably pledged.
The Bonds are subject to redemption prior to maturity, in whole or in part, on any
interest payment date on or after .......... 1, 200.., from prepayment of the special assessments out
of which the Bonds are to be paid and from amounts collected pursuant to a public auction of
property upon a delinquency in payment of installments of such an assessment by the payment of
the principal amount of each Bond to be redeemed plus interest accrued to the date fixed for
redemption and plus a premium, the premium to be calculated as a percentage of the principal
amount of such Bond to be redeemed as follows:
Redemption Dates
Premium
January 1, ...., through and including December 31, ....
January 1, ...., through and including December 31, ....
January 1, ...., and thereafter
The Bonds are also subject to redemption prior to maturity, in whole or in part, on
any date on or after January 1, 20.., by the payment of the principal amount of each Bond to be
redeemed, plus interest accrued to the date fixed for redemption and plus a premium, the
premium to be calculated as a percentage of the principal amount of such Bond to be redeemed
as follows:
...%
Redemption Dates
January 1, ...., through and including December 31, ....
January 1, ...., through and including December 31, ....
January 1, ...., and thereafter
Mandatory Redemption. The Bonds maturing on January 1 of the following years
will be redeemed on January 1 of the following years (and as chosen by lot by the Bond
Registrar and Paying Agent from such maturity) and in the following principal amounts at a
price equal to the principal amount thereof plus interest accrued to the date of redemption, but
without premium:
Premium
...%
Term Bond Maturing January 1, 20..
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Year Redeemed Principal Amount Redeemed
$...,000
...,000
Term Bond Maturing January 1, 20..
Year Redeemed Principal Amount Redeemed
$...,000
...,000
The maturity of the Bonds to be redeemed shall be chosen by the Town, and the
Bonds within such maturity shall be chosen by lot from that maturity by the Bond Registrar and
Paying Agent, but in any case, only so that approximately equal principal shall be paid each year.
Not more than 45 nor less than 30 days before any redemption date, the Bond Registrar and
Paying Agent shall cause a notice of any such redemption to be mailed by first~class mail,
postage prepaid, to the registered owner of each Bond to be redeemed at the address shown on
the registration books maintained by the Bond Registrar and Paying Agent. Failure to mail
notice to any registered owner of Bonds shall not affect the validity of the proceedings for the
redemption of Bonds with respect to the registered owners of other Bonds.
The Bond Registrar and Paying Agent will maintain the registration books of the
Town for the registration of ownership of each Bond as provided in the Resolution. This Bond
may be transferred on the registration books upon delivery hereof to the Bond Registrar and
Paying Agent, accompanied by a written instrument of transfer in form and with guaranty of
signature satisfactory to the Bond Registrar and Paying Agent, duly executed by the registered
owner of this Bond or the attorney-in-fact or legal representative thereof, containing written
instructions as to the details of the transfer. No transfer of this Bond shall be effective until
entered on the registration books. The Town and the Bond Registrar and Paying Agent will not
be required to issue or transfer any Bonds during a period beginning with the opening of business
on the 15th business day next preceding either any interest payment date or any date of selection
of Bonds to be redeemed and ending with the close of business on the interest payment date or
day on which the applicable notice of redemption is given or to transfer any Bonds which have
matured or have been selected for redemption.
In all cases upon the transfer of a Bond, the Bond Registrar and Paying Agent will
enter the transfer of ownership in the registration books and will authenticate and deliver in the
name of the transferee or transferees a new fully registered Bond or Bonds of the denominations
of $1,000 or any integral multiple thereof (except that no Bond shall be issued which relates to
more than a single principal maturity) for the aggregate principal amount which the registered
owner is entitled to receive at the earliest practicable time in accordance with the provisions of
the Resolution. The Town or the Bond Registrar and Paying Agent will charge the registered
owner of such Bond, for every such transfer of a Bond, an amount sufficient to reimburse them
for any transfer fee, tax or other governmental charge required to be paid with respect to such
transfer, and may require that such transfer fee, tax or governmental charge be paid before any
such new Bond shall be delivered.
This Bond shall not be entitled to any security or benefit under the Resolution or
be valid or become obligatory for any purpose until the certificate of authentication hereon shall
have been signed by the Bond Registrar and Paying Agent.
10
IN WITNESS WHEREOF, the TOWN OF MARANA, ARIZONA, has caused
this Bond to be signed in its name by the facsimile signature of the Mayor of the Town and
attested by the facsimile signature of the Clerk ofthe Town.
TOWN OF MARANA, ARIZONA
BX......... .(~~~~~.IE:i.~~),.....
Mayor, Town of Marana, Arizona
ATTEST:
......... (~'.~~~~~~!~~.....
Clerk, Town of Marana, Arizona
Date of Authentication:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolution and
is one of the Town of Marana, Arizona Tangerine Farms Road Improvement District
Improvement Bonds.
.......... ........ ...................,
as Bond Registrar and Paying Agent
By............;....................
Authorized Representative
11
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers unto
.............................. the within Bond and irrevocably constitutes and appoints ................. attorney
to transfer the within Bond on the books kept for registration thereof, with full power, of
substitution in the premises.
Dated: ...................
Signature
Signature Guaranteed:
[Insert proper legend)
Notice:
The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatsoever.
ALL FEES AND COSTS OF TRANSFER SHALL BE PAID BY THE
TRANSFEROR
The following abbreviations, when used in the inscription on the face of the
within Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM -
TEN ENT -
JT TEN -
as tenants in common
as tenants by the entireties
as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT/TRANS MIN ACT - .......... Custodian ........
(Cust)
(Minor)
under Uniform Gifts/Transfers to Minors Act ...........
(State)
Additional abbreviations may also be used though not included in the above list.
12
Section 2. If there is a deficiency in the funds collected from the Assessment to
pay the principal of or interest on the Bonds when due, the Town shall, pursuant to the authority
contained in Title 48, Chapter 4, Article 2, Section 48-609, Arizona Revised Statutes, as
amended, and without condition, on or before December 31 and June 30 in each of the years in
which the payments of the principal of or interest on the Bonds are due, make good such
deficiency by making a temporary loan to the special fund which is set apart for the payment of
the principal of or interest on the Bonds (the "Special Fund"), so that the principal of and the
interest on the Bonds shall be paid when due on the next succeeding January 1 or July 1 as the
case may be.
13
Section 5. (A) (1) The preparation, distribution and use of the Preliminary
Official Statement relating to the Bonds in substantially the form presented to the Mayor and
Common Council of the Town before the meeting at which this Resolution was adopted is in all
respects hereby ratified, approved and confirmed, and the Mayor, or in the absence thereof, Vice
Mayor of the Town is hereby authorized to deem the same "final" for purposes of applicable
securities laws when finalized.
(2) The Underwriter is authorized to cause to be prepared, and
the Mayor, or in the absence thereof, Vice Mayor of the Town is authorized and directed to
approve, on behalf of the Mayor and Common Council of the Town, and the Mayor or Vice
Mayor of the Town to execute and deliver, a final Official Statement in substantially the form of
the Preliminary Official Statement, modified to reflect matters related to the sale of the Bonds,
for distribution and use in connection with the offering and sale of the Bonds. The execution and
delivery of such final Official Statement by the Mayor, or in the absence thereof, Vice Mayor of
the Town shall be conclusively deemed to evidence the approval of the status, form and contents
thereofby the Mayor and Common Council ofthe Town.
(B) The City shall comply with and carry out all the provisions of a
continuing disclosure undertaking, to be dated the date of initial issuance of the Bonds (the
"Undertaking"), with respect to the Bonds which the Mayor, or in the absence thereof, Vice
Mayor of the Town is hereby authorized, for and on behalf of the Mayor and Common Council
of the Town, to execute, and the Clerk of the Town to attest and deliver, in substantially the form
included in the Preliminary Official Statement, with such additions, deletions and modifications
as shall be approved by the Manager of the Town, and such execution and delivery shall
constitute evidence of the approval of such officer of any departures from the form included in
the Preliminary Official Statement. Notwithstanding any other provision of this Resolution,
failure of the City (if obligated pursuant to the Undertaking) to comply with the Undertaking
shall not be considered an event of default; however, any Beneficial Owner (as such term is here-
inafter defined) may take such actions as may be necessary and appropriate, including seeking
specific performance by court order, to cause the District to comply with its obligations under
this Section. For purposes of this Section, "Beneficial Owner" means any person which (a) has
the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
any Bonds or Certificates (including persons holding Bonds or Certificates through nominees,
depositories or other intermediaries), or (b) is treated as the owner of any Bonds or Certificates
for federal income tax purposes.
Section 6. All prior acts of the Mayor and Common Council of the Town, of
Jocelyn C. Bronson while acting as Clerk of the Town, of Kevin Brann while acting as
Superintendent of Streets of the Town and of Eric Montague while acting as Finance Director of
the Town are hereby ratified and confirmed. The Mayor, or in the absence thereof, Vice Mayor
ofthe Town and the other officers ofthe Town are hereby authorized to execute such certificates
and receipts as in the opinion of Bond Counsel are necessary in connection with the issuance and
delivery of the Bonds.
Section 7. (A) No investment or other use of the proceeds of any Bonds shall be
made or directed to be made which would cause such Bonds to be "arbitrage bonds" as that term
is defined in Section 148 (or any successor provision thereto) of the Internal Revenue Code of
1986, as amended, or "private activity bonds" as that term is defined in Section 141 (or any
successor provision thereto) of such Code, and the requirements of such Code sections and
related regulations shall be complied with throughout the term of the Bonds. The procedures and
covenants contained in any arbitrage rebate provision or separate agreement executed in
connection with the issuance of the Bonds shall be complied with for so long as compliance is
necessary in order to maintain the exclusion from gross income for federal income tax purposes
14
af interest an the Bands. In cansideratian af the purchase and acceptance af the Bands by the
halders fram time to. time thereaf and af retaining such exclusian and as autharized by Title 35,
Chapter 3, Article 7, Arizana Revised Statutes, as amended, the Mayar and Camman Cauncil af
the Tawn cavenants, and the apprapriate afficials af the Tawn are hereby directed, to. take all
actian required to. preserve such exclusian ar to. refrain fram taking any actian prahibited by such
Cade which wauld adversely affect in any respect such exclusian.
(B) All necessary and desirable steps to. camply with the requirements
hereunder in arder to. ensure that interest an the Bands is excluded fram grass incame far federal
incame tax purpases under such Cade shall be taken; provided, hawever, campliance with any
such requirement shall nat be required in the event the Tawn receives a Band Caunsel's Opinian
(as such term is defined in the next sectian) that either (i) compliance with such requirement is
nat required to. maintain the exclusian fram grass incame af interest an the Bands, ar
(ii) campliance with same ather requirement will meet the requirements af such Cade. In the
event the Tawn receives such a Band Caunsel's Opinian, this Resalutian shall be amended to.
canfarm to. the requirements set farth in such apinian.
(C) If far any reasan any requirement hereunder is nat camplied with,
all necessary and desirable steps to. carrect such nancompliance shall be taken within a
reasanable periad af time after such nancampliance is discavered ar shauld have been
discavered with the exercise af reasanable diligence, and the Tawn shall pay any required
interest ar penalty under Regulatians sectian 1.148-3(h) hereinafter described.
Sectian 8. (A) Terms nat atherwise defined in Subsectian (B) hereaf shall have
the meanings given to. them in the arbitrage certificate af the Tawn delivered in cannectian with
the issuance af the Bands.
(B) The fallawing terms shall have the fallawing meanings:
Band Caunsel's Opinian shall mean an apinian signed by an attarney ar
firm af attarneys af natianally recognized standing in the field af law relating to. municipal bands
selected by the Tawn.
Band Year shall mean each ane-year periad beginning an the day after the
expiratian of the preceding Band Year. The first Band Year shall begin an the date af issue af
the Bands and shall end an the date selected by the Tawn, provided that the first Band Year shall
nat exceed ane calendar year. The last Band Year shall end an the date af retirement af the last
Band.
Band Yield is as indicated in such arbitrage certificate. Band Yield shall
be recamputed if required by Regulatians sectian 1.148-4(b)(4) ar 4(h)(3). Band Yield shall
mean the discaunt rate that praduces a present value equal to. the Issue Price af all
uncanditianally payable payments af principal, interest and fees far qualified guarantees within
the meaning af Regulatians sectian 1.148-4(f) and amaunts reasanably expected to. be paid as
fees far qualified guarantees in cannectian with the Bands as determined under Regulatians
sectian 1.148-4(b). The present value af all such payments shall be camputed as af the date af
issue af the Bands and using semiannual campaunding an the basis af a 360-day year.
Cade shall mean the Internal Revenue Cade af 1986, as amended, and any
successar pravisians thereto..
15
Gross Proceeds shall mean:
(i) any amounts actually or constructively received by the
Town from the sale of the Bonds but excluding amounts used to pay accrued interest on the
Bonds within one year of the date of issuance of the Bonds;
section 1.148-9;
(ii) transferred proceeds of the Bonds under Regulations
(iii) any amounts actually or constructively received from
investing amounts described in (i), (ii) or this (iii); and
(iv) replacement proceeds of the Bonds within the meaning of
Regulations section 1.148-1(c). Replacement proceeds include amounts reasonably expected to
be used directly or indirectly to pay debt service on the Bonds, pledged amounts where there is
reasonable assurance that such amounts will be available to pay principal or interest on the
Bonds in the event the Town encounters financial difficulties and other replacement proceeds
within the meaning of Regulations section 1.148-1(c)(4). Whether an amount is Gross Proceeds
is determined without regard to whether the amount is held in any fund or account established
under this Resolution.
Investment Property shall mean any security, obligation (other than a tax-
exempt bond within the meaning of Code section 148(b)(3)(A)), annuity contract or investment-
type property within the meaning of Regulations section 1.148-1 (b).
Issue Price is as indicated in such arbitrage certificate, which is the initial
offering price to the public (not including bond houses and brokers, or similar persons or
organizations acting in the capacity of underwriters of wholesalers) at which price a substantial
amount of the Bonds was sold, less any bond insurance premium and reserve surety bond
premium. Issue price shall be determined as provided in Regulations section 1.148-1 (b).
Nonpurpose Investment shall mean any Investment Property acquired with
Gross Proceeds, and which is not acquired to carry out the governmental purposes of the Bonds.
Payment shall mean any payment within the meaning of Regulations
section 1. 148-3(d)(I) with respect to a Nonpurpose Investment.
Rebate Requirement shall mean at any time the excess of the future value
of all Receipts over the future value of all Payments. For purposes of calculating the Rebate
Requirement the Bond Yield shall be used to determine the future value of Receipts and Pay-
ments in accordance with Regulations section 1.148-3(c). The Rebate Requirement is zero for
any Nonpurpose Investment meeting the requirements of a rebate exception under section
148(f)(4) ofthe Code or Regulations section 1.148-7.
Receipt shall mean any receipt within the meaning of Regulations section
1.148-3( d)(2) with respect to a Nonpurpose Investment.
Regulations shall mean the sections 1.148-1 through 1.148-11 and section
1.150-1 of the regulations of the United States Department of the Treasury promulgated under
the Code, including and any amendments thereto or successor regulations.
(C) Within 60 days after the end of each Bond Year, the Town shall
cause the Rebate Requirement to be calculated and shall pay to the United States of America:
16
(1) not later than 60 days after the end of the fifth Bond Year
and every fifth Bond Year thereafter, an amount which, when added to the
future value of all previous rebate payments with respect to the Bonds
(determined as of such Computation Date), is equal to at least 90% of the
sum of the Rebate Requirement (determined as of the last day of such
Bond Year) plus the future value of all previous rebate payments with
respect to the Bonds (determined as of the last day of such Bond Year);
and
(2) not later than 60 days after the retirement of the last Bond,
an amount equal to 100% of the Rebate Requirement (determined as of the
date of retirement of the last Bond).
Each payment required to be made under this Section shall be filed with the Internal Revenue
Service Center, Ogden, Utah 84201, on or before the date such payment is due, and shall be
accompanied by IRS Form 8038-T.
(D) No Nonpurpose Investment shall be acquired for an amount in
excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed
of for an amount less than its fair market value.
(E) For purposes of Subsection (D), whether a Nonpurpose Investment
has been purchased or sold or disposed of for its fair market value shall be determined as
follows:
(1) The fair market value of a Nonpurpose Investment
generally shall be the price at which a willing buyer would purchase the
Nonpurpose Investment from a willing seller in a bona fide arm's length
transaction. Fair market value shall be determined on the date on which a
contract to purchase or sell the Nonpurpose Investment becomes binding.
(2) Except as provided in Subsection (F) or (G), a Nonpurpose
Investment that is not of a type traded on an established securities market, within
the meaning of Code section 1273, is rebuttably presumed to be acquired or
disposed of for a price that is not equal to its fair market value.
(3) If a United States Treasury obligation is acquired directly
from or sold or disposed of directly to the United States Treasury, such
acquisition or sale or disposition shall be treated as establishing the fair market
value of the obligation.
(F) The purchase price of a certificate of deposit that has a fixed
interest rate, a fixed payment schedule and a substantial penalty for early withdrawal is
considered to be its fair market value if the yield on the certificate of deposit is not less than:
(1)
United States; and
the yield on reasonably comparable direct obligations of the
(2) the highest yield that is published or posted by the provider
to be currently available from the provider on reasonably comparable certificates
of deposit offered to the public.
17
(0) A guaranteed investment contract shall be considered acquired and
disposed of for an amount equal to its fair market value if:
(1) A bona fide solicitation in writing for a specified
guaranteed investment contract, including all material terms, is timely forwarded
to all potential providers. The solicitation must include a statement that the
submission of a bid is a representation that the potential provider did not consult
with any other potential provider about its bid, that the bid was determined
without regard to any other formal or informal agreement that the potential
provider has with the Town or any other person (whether or not in connection
with the Bonds), and that the bid is not being submitted solely as a courtesy to the
Town or any other person for purposes of satisfying the requirements in the
Regulations that the Town receive bids from at least one reasonably competitive
provider and at least three providers that do not have a material financial interest
in the Bonds.
(2) All potential providers have an equal opportunity to bid,
with no potential provider having the opportunity to review other bids before
providing a bid.
(3) At least three reasonably competitive providers (i.e. having
an established industry reputation as a competitive provider of the type of
investments being purchased) are solicited for bids. At least three bids must be
received from providers that have no material financial interest in the Bonds (e.g.,
a lead underwriter within 15 days of the issue date of the Bonds or a financial
advisor with respect to the investment) and at least one of such three bids must be
from a reasonably competitive provider. If the Town uses an agent to conduct the
bidding, the agent may not bid.
(4) The highest-yielding guaranteed investment contract for
which a qualifying bid is made (determined net of broker's fees) is purchased.
(5) The determination of the terms of the guaranteed
investment contract takes into account as a significant factor the reasonably
expected deposit and drawdown schedule for the amounts to be invested.
(6) The terms for the guaranteed investment contract are
commercially reasonable (i.e. have a legitimate business purpose other than to
increase the purchase price or reduce the yield of the guaranteed investment
contract).
(7) The provider of the investment contract certifies the
administrative costs (as defined in Regulations section 1.148-5( e)) that it pays (or
expects to pay) to third parties in connection with the guaranteed investment
contract.
(8) The Town retains until three years after the last outstanding
Bond is retired, (i) a copy of the guaranteed investment contract, (ii) a receipt or
other record of the amount actually paid for the guaranteed investment contract,
including any administrative costs paid by the Town and a copy of the provider's
certification described in (7) above, (iii) the name of the person and entity
submitting each bid, the time and date of the bid, and the bid results and (iv) the
bid solicitation form and, if the terms of the guaranteed investment contract
18
deviates from the bid solicitation form or a submitted bid is modified, a brief
statement explaining the deviation and stating the purpose of the deviation.
(H) The employment of such experts and consultants to make, as
necessary, any calculations in respect of rebates to be made to the United States of America in
accordance with Section 148(t) ofthe Code with respect to the Bonds, is hereby authorized.
Section 9. All of the provisions of this Resolution shall constitute a contract
between the Town and the registered owners of the Bonds, and no amendments, alterations or
modifications of this Resolution shall be made which shall in any manner impair, impede or
lessen the rights of the registered owners of the Bonds then outstanding.
Section 10. After the issuance and delivery of the Bonds, this Resolution shall be
and remain irrepealable until the Bonds and the interest thereon shall have been fully paid,
cancelled and discharged.
Section 11. If any section, paragraph, clause or provision of this Resolution shall
for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Resolution.
Section 12. All resolutions or parts thereof, inconsistent herewith, are hereby
waived to the extent only of such inconsistency. This waiver shall not be construed as reviving
any resolution or any part thereof.
Section 13. The immediate operation of the provisions of this Resolution is
necessary for the preservation of the public peace, health and safety of the residents and citizens
of the Town for the reason that the Bonds must be sold without delay; an emergency is, therefor
hereby declared to exist; this Resolution is enacted as an emergency measure and shall be in full
force and effect immediately upon its 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.
19
PASSED, ADOPTED AND APPROVED by the Mayor and Common Council of
the Town of Maran a, Arizona, this 21st day of November, 2006.
Ed Honea, Mayor
ATTEST:
Jocelyn C. Bronson, Town Clerk
327672273.1-11/16/2006
20
CERTIFICATION
I hereby certify that the foregoing Resolution No. 2006-190 was duly passed and
adopted by the Mayor and Common Council of the Town of Marana, at a regular meeting held
-on November 21,2006, and that a quorum was present thereat and the vote was .... ayes and ....
nays.
Jocelyn C. Bronson, Town Clerk