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Regular Council Agenda Packet 03-07-2017
Z < mom =7 M-7=7 M-7� MARANA AZ ESTABLISHED 1977 MARANA TOWN COUNCIL REGULAR COUNCIL MEETING NOTICE AND AGENDA 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, March 7, 2017, at or after 7:00 PM Ed Honea, Mayor Jon Post, Vice Mayor David Bowen, Council Member Patti Comerford, Council Member Herb Kai, Council Member Carol McGorray, Council Member Roxanne Ziegler, Council Member Pursuant to A.R.S. § 3 8-431.02, notice is hereby given to the members of the Marana Town Council and to the general public that the Town Council will hold a meeting open to the public on March 7, 2017, at or after 7:00 PM located in the Council Chambers of the Marana Municipal Complex, 11555 W. Civic Center Drive, Marana, Arizona. ACTION MAY BE TAKEN BY THE COUNCIL ON ANY ITEM LISTED ON THIS AGENDA. Revisions to the agenda can occur up to 24 hours prior to the meeting. Revised agenda items appear in italics. As a courtesy to others, please turn off or put in silent mode all electronic devices., Meetins! Times Welcome to this Marana Town Council meeting. Regular Council meetings are usually held the first and third Tuesday of each month at 7:00 PM at the Marana Municipal Complex, although the date or time may change and additional meetings may be called at other times and/or places. Contact the Town Clerk or watch for posted agendas for other meetings. This agenda may be revised up to 24 hours prior to the meeting. In such a case a new agenda will be posted in place of this agenda. Speakins! at Meetings If you are interested in speaking to the Council during the Call to the Public or Public Hearings, you must fill out a speaker card (located in the lobby outside the Council Chambers) and deliver it to the Town Clerk prior to the convening of the meeting. Marana Regular Council Meeting 03/07/2017 Pagel of 298 All persons attending the Council meeting, whether speaking to the Council or not, are expected to observe the Council rules, as well as the rules of politeness, propriety, decorum and good conduct. Any person interfering with the meeting in any way, or acting rudely or loudly will be removed from the meeting and will not be allowed to return. Accessibility To better serve the citizens of Marana and others attending our meetings, the Council Chambers are wheelchair and handicapped accessible. Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Town Clerk at (520) 3 82-1999. Requests should be made as early as possible to arrange the accommodation. Agendas Copies of the agenda are available the day of the meeting in the lobby outside the Council Chambers or online at www.marana.com, by linking to the Town Clerk page under Agendas, Minutes and Recent Actions. For questions about the Council meetings, special services or procedures, please contact the Town Clerk, at 382-1999, Monday through Friday from 8:00 AM to 5:00 PM. This Notice and Agenda Posted no later than 24 hours prior to the meeting, at the Marana Municipal Complex, 115 5 5 W. Civic Center Drive, the Marana Operations Center, 5100 W. Ina Road, and at www.maranaaz.gov under Agendas and Minutes. REGULAR COUNCIL MEETING CALL TO ORDER AND ROLL CALL PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE APPROVAL OF AGENDA CALL TO THE PUBLIC At this time any member of the public is allowed to address the Town Council on any issue within the jurisdiction of the Town Council, except for items scheduled for a Public Hearing at this meeting. The speaker may have up to three minutes to speak. Any persons wishing to address the Council must complete a speaker card located outside the Council Chambers and deliver it to the Town Clerk prior to the commencement of the meeting. Individuals addressing a meeting at the Call to the Public will not be provided with electronic technology capabilities beyond the existing voice amplification and recording capabilities in the facilities. Pursuant to the Arizona Open Meeting Law, at the conclusion of Call to the Public, individual members of the Council may respond to criticism made by those who have addressed the Council, and may ask staff to review the matter, or may ask that the matter be placed on a future agenda. PROCLAMATIONS Marana Regular Council Meeting 03/07/2017 Page 2 of 298 P 1 A proclamation recognizing March 10, 2017 as St. Baldrick's "Brave the Shave" Day in Marana (Jocelyn C. Bronson) MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS PRESENTATIONS CONSENT AGENDA The Consent Agenda contains items requiring action by the Council which are generally routine items not requiring Council discussion. A single motion and affirmative vote will approve all items on the Consent Agenda, including any resolutions or ordinances. Prior to a motion to approve the Consent Agenda, any Council member may remove any item from the Consent Agenda and that item will be discussed and voted upon separately. C 1 Resolution No. 2017-016: Relating to Development; approving a release of assurances for Del Webb at Dove Mountain IV subdivision and accepting public improvements for maintenance (Keith Brann) C2 Approval of February 9, 2017 Strategic Plan Working Group Meeting Minutes -- Heritage, February 21, 2017 Regular Council Meeting Minutes, and February 23, 2017 Strategic Plan Working Group Meeting Minutes -- Recreation (Jocelyn C. Bronson) LIQUOR LICENSES L 1 Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a special event liquor license application submitted by Patrick R. Nilz on behalf of the Marana Heritage Conservancy for Founders' Day to be held on March 25, 2017 (Jocelyn C.Bronson) BOARDS, COMMISSIONS AND COMMITTEES COUNCIL ACTION Al Resolution No. 2017-017: Relating to Economic Development; Adopting the Economic Development Strategic Plan (Curt Woody) A2 Resolution No. 2017-018; Approving the sale and execution and delivery of not to exceed in total $46,000,000 aggregate principal amount of pledged excise tax revenue obligations, in one or more series, and pledged excise tax revenue refunding obligations, obligations of each series evidencing a proportionate interest of the owners thereof in a third purchase agreement; approving the form and authorizing the execution and delivery of such purchase agreement, a third trust agreement; approving the form and authorizing the execution and delivery of such purchase agreement, a third trust agreement, an escrow trust agreement, a continuing disclosure undertaking, an Marana Regular Council Meeting 03/07/2017 Page 3 of 298 obligation purchase contract and other necessary agreements; adopting a post-issuance tax compliance and continuing disclosure compliance procedures in connection with issuance of obligations of the Town; delegating authority to the Mayor, Manager and Finance Director of the Town to determine certain matters and terms with respect to the foregoing; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by this resolution and declaring an emergency (Erik Montague) ITEMS FOR DISCUSSION/POSSIBLE ACTION DI Relating to Legislation and Government Actions; discussion and possible action regarding all pending state, federal, and local legislation/government actions and on recent and upcoming meetings of the other governmental bodies (Gilbert Davidson) EXECUTIVE SESSIONS Pursuant to A.R.S. § 38-431.03, the Town Council may vote to go into executive session, which will not be open to the public, to discuss certain matters. El Executive Session pursuant to A.R.S. §38-431.03 ( Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion regarding the items to be placed on the agenda, if three or more Council members request that an item be placed on the agenda, it must be placed on the agenda for the second regular Town Council meeting after the date of the request, pursuant to Marana Town Code Section 2-4-2(B). ADJOURNMENT Marana Regular Council Meeting 03/07/2017 Page 4 of 298 ,Ad< A M L MARANA AZ ESTABLISHED 1977 Council-Regular Meeting PI Meeting Date: 03/07/2017 Submitted For: Jocelyn C. Bronson, Town Clerk From: Suzanne Sutherland, Assistant to the Town Clerk Date: March 7, 2017 Subject: A proclamation recognizing March 10, 2017 as St. Baldrick's "Brave the Shave" Day in Marana (Jocelyn C. Bronson) .......... Attachments St. Baldrick's Campaign 2017 .......... Marana Regular Council Meeting 03/07/2017 Page 5 of 298 MARANA AZ ESTABLISHED 1977 PROCLAMATION St. Baldrick's "'Brave the Shave" Campaign 2017 WHEREAS cancer is the number one disease killer of children and young adults m the ici J United States, wth a hild being ctagnosed with cancer worldwide every three minutes; and t WHEREAS through head-shaving events,, partnerships an,c I t acivocacy initiatives, the primary focus of the St. Baldrick-s Foundation is to have the greatest impact for kids w ith cancer around the world- and WHEREAS as only four percent of federal cancer funding goes airectly to childhood cancer research; and WHEREAS St. Baldrick's Foundation 'is the largest funder of childhood cancer research grants outside of the United States government; and WHEREAS shaving heads 'is a visible demonstration of solidarity with those who have ,lost their hair"to cancer treatment; and WHEREAS a "Brave the Shave" fundraising event for St. Baldrig k's is being held at Mountain View High School, on Thursday, March 10, 2017 from 5:00 NOW ascii of the Town of Marana commend the THEREFORE, the Mayor and Cou efforts of the ""Be Bold Go Bald" to and recognize March 10, 2017 as St. Baldrick's Day 'in Marana and urge citizens to familiarize themselves with this program and offer support for the activities associated with St. Baldrick's Foundation. Dated this 7th day of March, 2017. Ed Honea, Mayor ATTEST-. J6 elyn C. ronson,Town Clerk Marana Regular Council Meeting 03/07/2017 Page 6 of 298 AZ MARANA STAB L II S H ED 1977 Council-Regular Meeting C1 Meeting Date: 03/07/2017 To: Mayor and Council Submitted For: Keith Brann, Town Engineer From: Glenn Phillips, Civil Engineering Specialist Date: March 7, 2017 Strategic Plan Focus Area: Not Applicable Subject: Resolution No. 2017-016: Relating to Development; approving a release of assurances for Del Webb at Dove Mountain IV subdivision and accepting public improvements for maintenance (Keith Brann) -------------------------------------------------------------------------------------------------------------------------------------------------------------- Discussion: If adopted, this proposed resolution will release the assurance agreement for Del Webb at Dove Mountain IV subdivision, a 48.1-acre subdivision consisting of Lots 23 5 — 343 and Common Areas "A" (Drainage/Open Space), "B" (Open Space), "C" (Public Sewer/Open Space) and Block "I". If adopted, this resolution will accept for maintenance approximately 1.1 miles of the following paved streets as shown on the plat of Del Webb at Dove Mountain IV: •That portion of Rim Trail located between Dove Mountain Boulevard and Del Webb Trail •River Trail •Cape Final Trail Financial Impact: Operations and maintenance of infrastructure Staff Recommendation: Staff recommends adoption of Resolution No. 2017-016, approving a release of assurances for Del Webb at Dove Mountain IV subdivision and accepting public improvements for maintenance. Suggested Motion: Marana Regular Council Meeting 03/07/2017 Page 7 of 298 I move to adopt Resolution No. 2017-016, approving a release of assurances for Del Webb at Dove Mountain IV subdivision and accepting public improvements for maintenance. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Resolution No. 2017-016 Del Webb DM IV MAP ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Marana Regular Council Meeting 03/07/2017 Page 8 of 298 MARANA RESOLUTION NO. 2017-016 RELATING TO DEVELOPMENT; APPROVING A RELEASE OF ASSURANCES FOR DEL WEBB AT DOVE MOUNTAIN IV SUBDIVISION AND ACCEPTING PUBLIC IMPROVEMENTS FOR MAINTENANCE WHEREAS the final plat for `Del Webb at Dove Mountain IV, Lots 235 — 343 and Common Areas "A" (Drainage/Open Space), "B" (Open Space), "C" (Public Sewer/Open Space) and Block "I" ' (`Del Webb at Dove Mountain IV") was recorded in the Pima. County Recorder's Office on February 19, 2016, at Sequence 20160500158; and WHEREAS the Town has a third party trust substitute assurance agreement (the "Assurance Agreement") with Pulte Home Corporation (the "Subdivider") and Landmark Title Assurance Agency of Arizona, LLC, as Trustee under trust number 18300-T, recorded in the Pima County Recorder's office on February 19, 2016, at Sequence Number 20160500162, assuring the completion of public improvements for Del Webb at Dove Mountain IV; and WHEREAS the Subdivider has completed the public kVrovements for Del Webb at Dove Mountain IV acceptable to Town standards in accordance with the Assurance Agreement. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana as follows: Section I. The Assurance Agreement is hereby released. Section 2. The Town accepts for maintenance, including maintenance of regulatory traffic control and street signs, approximately 1.1 miles of the following paved streets as shown on the plat of Del Webb at Dove Mountain IV: • That portion of Rim Trail located between Dove Mountain Boulevard and Del Webb Trail • River Trail • Cape Final Trail PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 71h day of March, 2017. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney 00051169.DOCX/1 Marana Resolution No.2017-016 2/28/2017 3:15 PM Marana Regular Council Meeting 03/07/2017 Page 9 of 298 I 01 10 Irk iA- u, u irA Rc 511� I 1p % 5 4, q, g UN Q ......... uh U, J. ca Fx Alp 01 41 ko NI-0, '4 I% 'ap N10" �R pqj 4 x j FIN A-1 F111 ICU "10 19 Cn W ,4 g MW Lx2h Iw 4 "44 ,71 -1k, I mmo M 6A 4qFW IS ram r. It I 0 �W lilt iMarana Reg r Council Meeting 03/07/2017 Page 10 of 298 0#2015-104 ,Ad< AZ MARANA ESTABLISHED 1977 Council-Regular Meeting C2 Meeting Date: 03/07/2017 To: Mayor and Council Submitted For: Jocelyn C. Bronson, Town Clerk From: Suzanne Sutherland, Assistant to the Town Clerk Date: March 7, 2017 Subject: Approval of February 9, 2017 Strategic Plan Working Group Meeting Minutes -- Heritage, February 21, 2017 Regular Council Meeting Minutes, and February 231 2017 Strategic Plan Working Group Meeting Minutes -- Recreation (Jocelyn C. Bronson) Attachments Draft 02-09-2017 Strategic Plan Working Group Meeting Minutes - Heritage Draft 02-21-2017 Regular Council Meeting Minutes Draft 02-23-2017 Strategic Plan Working Group Meeting Minutes - Recreation Marana Regular Council Meeting 03/07/2017 Page 11 of 298 MARANA ESTABLISHED 1977 MARANA TOWN COUNCIL STRATEGIC PLAN WORKING GROUP MEETING 11555 W. Civic Center Dr. Marana,Ak, 5 65 3 Board Room, Marana Municipal Omplex February 9, 2017 3:0.0 . Ed Howitt, or Jon Posh' iee Mayor Herb Kai, Coucil Member Patti Comerford, Cioupcil Member David Bowen, Council, Meer, Carol.�eG©rray, Council Member Roxanne ieler, Council M ember , INU'I' CALL TO ORDER mayor Ed tinea called t + meeting to,order at 3:04 p.m. Council Member David Bowen, Council Member Carol McGorray, and Council Member Patti Comerf6Mwere preset.v 'Mayor Jon 'o t, Council Member Roxanne Ziegler, and Councilbe fb Kai �absent." quorum of listed council members. DISCITI(JN/POSSIBLE,. CTIC Relating toStrategic Planning presentatins and discussion regarding the following topics: Discussion facil , ed by Town Clerk Jocelyn Bronson. 1. Strategic P1*1111 status update for the Heritage focus area: Ms. Bronson intr66 ed ll idea of Heritage by defining it for the council members. She provided the council moi ers a handout with the following statement, "Heritage is the history, cultural artifacts,and traditions that shape our present and influence our future." She explained that the discussion's main focus is to create new initiatives. Ms. Bronson briefly reviewed the progression of current heritage projects identified as priorities from the previous strategic plan. • The Heritage River Park master plan and business plan is currently in development between the Parks department and the Town Manager's Office. • The Land Development Code revision committee is incorporating preservation incentive codes that protect historical areas in Marana. 1 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/09/2017 Marana Regular Council Meeting 03/07/2017 Page 12 of 298 • The Communications department is working to grow the Cotton Festival as part of the Town's signature events series. • The Economic Development department is working to increase tourism to Marana by incorporating "Farm to Table" and other unique food type tours into its marketing strategy. • The Economic Development department is also working to engage universities and other private interests to further agricultural research in Marana. • The Planning department is working to identify architectural design standards for infrastructure projects reflecting key attributes and i:m ges of Marana's history. Council Member Comerford asked that staff profit previously created documents for reference when presenting council members nem mems,projects, ideas, or other topics for consideration or discussion. Ms. Bronson redirected the council memb rs to consider the;proposed definition of Heritage and provide any additions or modifications. Council Member Bowen asked for clarification on the meaning of"cultural artifacts," such as physical: bj ects connected to Marana. Town Manager Gilbert Davidson stated that cultural heritage`could also include actual sites within the Town that have petroglyphs or other areas with historic significance like private cemeteries from the "pioneer" days. Mayor Honea observed that most,of h1 istoric areas ire located on private property and the Town does not have direct control Omer those sites. He stressed that the Town can make restrictions `or velopers to`protect ar % acs if discovered at a development location. Cou T1�Iembr Comerford steed Thal perhaps the Marana Heritage Conservancy-`- id work wi h private landowners to preserve artifacts and sites. Council Member Bowen indicated that the definition should also include reference to histori cteteries. Aronson:asked if the other council members had any other suggestions fir the definition before moving on to create new initiatives. Mayor Honea added,, that cultural heritage''includes more than simply the Native American influence,`b should` e also include heritage from the turn of the 20th century. He noe :that the Town has not done a great job of protecting Marana's more modern historical artifacts, e.g. homestead foundations. Council Member Comerford mentioned that some heritage initia'ves would always be an ongoing process as development continues to happen in lie:area. Mr. Davidson offered the inclusion of resources into the definition to cemet border view, which includes efforts by the Town to execute agreements that help:`,,,to' preserve local wildlife and protect environmentally sensitive areas. Mayor Honea affirmed that the Town always has great ideas related to heritage, but those initiatives fall short when executed. He indicated that the Town's efforts to protect its heritage and preserve sites of importance lack follow through. 2. Action plans, projects, programs and priorities for the Heritage focus area for Strategic Plan IV: 2 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/09/2017 Marana Regular Council Meeting 03/07/2017 Page 13 of 298 Building on the mayor's comments regarding lack of preservation, Ms. Bronson introduced the first of four broad focus areas to help generate new strategic initiatives. She asked the council members what is the Town's role or responsibility to preserve heritage. Ms. Bronson also asked the council members if there should be a policy regarding preservation. All the council members generally agreed that the Town needs a policy and the Town should play a role in preserving Marana's heritage. Council Member Comerford replied that the Town talks a great deal about creating some type of display documenting the heritage of Marana, but there is currently nothing in place related to heritage. She cited the painted mural in the Marana Health Center lobby as an example. Council Member Comerford further offered the need to create a preservation policy and an executable plan to help identify preservation opportunities when encountered during development. Council Member Comerford acknowledged that:she is worried that once the Town misses a preservation opportunity it is gone forever ;d cannot be replaced. She is concerned that the intent to preserve the past is fleeting and needs defined action on the Town's part to ensure future generations can access its history. Council Member McGorray agreed the documenting the changes Marana is important especially its visual landscape because its ehnges with development activities. She added that there is value:to his information because it is the Town's history. Mayor Honea asked if history,,,, heritage were interchangeable. Ms. Bronson indicated that staff determined that history end heritage were two distinct concepts. She asked Communications,SpecialistS iris Sau' ers to elaborate on that distinction. Mr. Saunders explained that:history is th0 record o f the past, whereas heritage shapes the present and influences theluture. Ms. Bronson renin tided the:council members that any actions taken by the Town to implement a preservation: fan requires funding. The decision then becomes where does fuming cj( e from ani::ho should,,,,,,''the Town .se that funding to support of the initiative. aor Honea aced if the Town has any personnel assigned to heritage preservation. r� Davidson responded that:the Marana Heritage Conservancy has had the primary responsibility of cura" g the physical artifacts of the Town, gathering oral histories of longtin! ,residents and. ocumentin sign ificate events in the community. Mayor Ina replied that the Town has missed several opportunities to acquire artifacts related to the`d'own's history, such as newspapers and photographs, but Marana was unable to take the,itenrn because it lacked the proper facilities to store and protect them. As an example, the on was offered original copies of the newspaper that circulated during Marana's early years of incorporation. The mayor further criticized the Town's lack of a sustained system to identify artifacts and lack of proper facilities to protect artifacts. Council Member Comerford voiced her concerns that preserving Marana's heritage requires funding. She advocated increasing the Town's partnership with the Marana Heritage Conservancy to encourage preservation efforts of items the Town is unable to manage. Mr. Davidson stated that the Town takes great effort to ensure the Marana Heritage Conservancy is given prime locations at all signature events and encourages it to develop partnerships with other local historical organizations. 3 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/09/2017 Marana Regular Council Meeting 03/07/2017 Page 14 of 298 Mr. Davidson also commented that staff could develop a preservation policy and have the Council review and adopt it. He also mentioned that art is often a way to express history. Mr. Davidson also suggested that the Town could impound funds from development projects to help create public art displays related to the Town's history. He stressed the importance of maintaining the relationship with the Marana Heritage Conservancy as a way to investigate preservation opportunities when needed. Council Member Bowen remarked that not only does a preservation policy need to address how to keep things, but the policy should also define what to keep for future generations. He emphasized the need to identify partnerships with professional preservation organizations to help determine the types of documents, items, and other artifacts retained for posterity. Mr. Davidson sated Ahat:'Ila new initiative could include developing a preservation partnership with the University of Arizona and Arizona State Museum to help guide the Town's development f::,,"a preservation plan. Ms. Bronson also mentioned the Arizona State Library is anotherprofessional resource to investigate for preservation assistance. Council Member:Bowen reiterated ifiafit is the Town's responsibility to take the lead in preservation efforts of artifacts,",'40dMarana must establish strong working relationships with preservation profession . All the council members agreed the Town must create a strictured poli", y regarding pr servation. Ms. Bronson pivoted the discussion over to the second focus area, agri-tourism, by introducing the Tourism and M�4iketing,Manager Laura Cortelyou. Ms. Cortelyou defined agri-tourism as a new to attraction based around unique agricultural experiences with food offerings. She,cited ncpf Farms'and Queen Creek Olive Mill in the Phoenix metro are ��.s examples o the de�recpng agr -torism industry. Ms. Cortelyou state:that the locus of an g -tourist experience is a picturesque farm setting with activities: Building on the agrt-`4ouris ,concept, Ms.Cortelyou described her current project of creating "Made in r :n : prd rain to pry vide local growers and other food purveyors a poster or`sticker indica ng the origin of a food or an ingredient sold to thepublic. She C ited Whiskey dei Bac proueed by Hamilton Distillers as using Marana grown wheat. Ms Cortelyou indicated that she also wants to highlight the "the farm to table" concept used ,many local restaurants that incorporate locally grown farm foods. Ms. Coreou's other agt�-tourism endeavors build off the City of Tucson's recent international designation as a world heritage food city. She stated the Town has a unique opportunity to` arket it$eif as part of the region's heritage food basket mentioning the development of ihe11'1"I'NUrdna Gastronomy Tour" concept. Ms. Cortelyou explained the tour would provide participants a dual experience visiting archeological food spots and then concluding with tasting at local eateries using the items grown in Marana. Mr. Davidson reminded the council members that the Town has been showcasing its farming heritage by giving away samples of the many products grown in Marana at the annual League of Arizona Cities and Towns conference. Council Member Comerford stated agri-tourism is an interesting concept for Marana. She thought it would provide a distinctive experience for winter visitors to the area and would help encourage tourism to the Town. Ms. Bronson asked if the council members want to include agri-tourism as a new initiative in the revised strategic plan. Council 4 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/09/2017 Marana Regular Council Meeting 03/07/2017 Page 15 of 298 Member Bowen clarified that when discussing agri-tourism that concept includes both farm tours and restaurant tours. Ms. Cortelyou stated that those tours are part of the whole "Made in Marana"program she is currently developing that will include advertising and other marketing strategies. Council Member Bowen also really liked the idea of introducing Marana as the bread basket of the area fostering local interest in Marana's farming heritage and encouraging restaurant development in the Town. Building on the council member's enthusiasm for the agri-tourism concept, Ms. Bronson directed the council members to the third focus area relating to goal development. She specifically asked the council members what strategic investments could be made in the Heritage River Park to complement the Town's heritage goals. Council Member Comerford commented that funding'limitations always get in the way when planning uses for the Heritage Park. Ms. sc�' responded that the Heritage River Park is certainly able to accommodate delopmet dike a Queen Creek Olive Mill concept or some other food inspired destination. Council Member Comerford added that the Town owns the land, but development in that area needs private sector investment. Mayor Honea agreed that encouraging investment in the area is-,,i, ortant, but how the Town does that is always the question. He:""wondered what those investments should be and what the best way to allocate those inve5iinQnt,resOutces is. Ms. Bronson cautioned the council members not o restrict their creativity due to possible budget limitations, but Ao take the discussion time as an opportunity to investigate any possibility for the Heritage : ver Park. reviewing all the creative ideas it will make it easier�o identify the=more practice l and fu644ble projects but will still reflect the council ember's creative intent. , Council Member Comerford raised the' cea of boarding their scope to include new private sector partnerships s, . solution tt fund development of the Heritage River Park. She explained that private in partnerships could help to achieve the Town's goals regarding t � eritage er Park. ouncil member Bowen agreed that attracting private development to the dark is neeessa to create a destination atmosphere because of the Heritage Rivet Park's distance from people and other activities. Mayor,Hones indicated that the"Town originally intended to use the Heritage River Park as a demonstration growing area. He stressed that using that area for demonstration farming world continue t : with pomegranates and citrus trees. Council Member Comerford stated that some of the ideas for attractions at the Heritage River Park could translate into the downtown area, like potted cotton plants. Mr. Davidson stated that if the council members want to expand on the park's community garden adding more plots would be possible. Ms. Bronson transitioned the discussion to the fourth and final focus area of promotion by asking the council members what more could be done to represent and promote Marana's heritage. Council Member Comerford liked the idea of incorporating more regionally specific plants into the downtown development area. Mayor Honea indicated that the best way to promote the community is to encourage tours of the Town and its cultural heritage sites. Council Member Comerford no that people need more awareness of what Marana has to offer. Mayor Hone :ctrcled back to the idea of expanding the Heritage River Park's garden section and creating a themed farmers market around what crops are ripe in the gardens s. I\T`ellml eth-Briehn responded that the Parks department is working on creating a$1�`,,O0 pick your fruit initiative to allow residents to harvest the various fruits thatrcwn on trees owne by the Town. The council members expressed excitement for using the Heritage"diver Park as a venue for a farmers market. Mr. Davidson stated he thought lis could be':: ,,anew initiative for the strategic plan and the Town can partner with othr; rganizations to 1p establish it. Mayor Honea commented that ahe discussion covered a variety of topics, but did the council members identify anything concrete. Council Member Comerford recited the following ideas agreed upon by the groin as new initiatives for the strategic plan's revision: a. Develop ` olid:regarding pt'eserva%fin of heritage and preserving history with a focus on.developer aroj ects b. Identify professionals to partner with to assist with preservation efforts helping IN—©wn dect bat heObe kept and how it should be kept c. Expand programs hat encourage Agri=tourism d. Develop a14--1 market at the Heritage River Park e. Review the Heritage River:dark masterplan and determine what areas are eligible for expansion that:address the heritage initiative Council Meng er Comerford remarked that reviewing the Heritage River Park plan will always be on-going beca ' u e things change due to funding availability, but it is important to keep this resource in active discussion to meet the community's needs. Mayor Honea said it would be nice to have a strategy from staff to implement the ideas discussed by the council members. He wants to have defined parameters to focus development activities with a structured implementation plan. Council Member Comerford countered that the area still needs an attraction to bring people to Marana. Mr. Davidson pointed out that the Town hosts the annual Cotton Festival which has increased traffic to the park and continues to grow every year. Mayor Honea agreed that the Cotton Festival is a great event showcasing the region's heritage. Council Member Comerford said that would be a good time to have a farmers market as well. 6 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/09/2017 Marana Regular Council Meeting 03/07/2017 Page 17 of 298 ADJOURNMENT: Mayor Honea adjourned the meeting at 4:42 p.m. CERTIFICATION: I hereby certify that the foregoing is the true and correct minutes of the public session of the Strategic Plan Working Group Meeting held on February 9, 2017. I further certify that a quorum of the listed council members was present at this meeting. Hilary H. Hiser, Deputy Town Clerk 7 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/09/2017 Marana Regular Council Meeting 03/07/2017 Page 18 of 298 MARANAAZ ESTABLISH ED 1977 MARANA TOWN COUNCIL REGULAR COUNCIL MEETING MINUTES 11555 W. Civic Center Drive, Marana, ,. na 85653 Council Chambers, February 21, 2017, {fir after 7:00 PM Ed Honea, Mayor Jon Post, ee mayor David Boweb C�uncil Member Patti Comerford,' uncil Member Herb Kai, Council Member-, Cara Mc6orray, Counember cil Roxanh Siegler, Council f :tuber REGULAR EETIN6:' CALL TO ORDER �►;:ND ROLL CALL. Mayor"Honea celled the meeting to order at 7:02 p.m. Town Clerk Bron c n called 1. All Co "I Members were present. PLEDGEIAlCIV( CENT OF SILENCE. Led by Mayor Honea, APPROVA: OF AGENDA:. Moi i ► to approve by Vice Mayor Post, second by Council Member Mc� Passed nnimosl CALL TO THE "IC. Na"' aker cards were presented. PROCLAMATIONS MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS. No reports. MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS. Mr. Davidson noted that tonight is the inauguration of the video stream test. With this test and possibly one more, the Council meetings will be streaming live to the public. PRESENTATIONS February 21,2017 Regular Council Meeting Minutes 1 Marana Regular Council Meeting 03/07/2017 Page 19 of 298 Pi Relating to Budget; presentation of second quarter results for the Town's General Fund and other selected major funds for the 2016-17 fiscal year(Erik Montague) Mr. Montague noted that these are preliminary results which will carry through to December of 2016. There will be some additional refinements as adjustments are identified. The focus will be on the general fund and the transaction privilege tax, state shared revenues and licenses, permits and fees. For sales tax revenues for the first half of the year, we are at 50%. Intergovernmental revenues are at 49%, and licenses permits and fees are at 46%. Year over year, sales tax revenues are up 3.2%, intergovernmental revenues are up 17.6%, and licenses, permits and fees are down 13.2%, but we are expecting that to catch up based on the economy and the new population estimates under the new calculation. The expenditures category are at 46% where we expected as well as with contracted services at 42%, some f he other categories are lagging some because of contingency and other items - but over f l total expenditures are at 36%. For the first half of the year revenues exceeded expenditures ., about $2.7M. The Bed Tax Fund is another significant fund; these are the funds set aside for tourism, and for the first half of the year, we are at about 48% which is where we hoped to be. Expend es are lagging slightly in personnel due to vacancies. Contracted services are a little high at 7l ,due to the timing of the large lease payment that we make each fall. we expect that to adjust closer to budget as we go through the year. With respect to HURF which accounts for our portion of e gas tax—we are at 45% for the first half of the year.�� Included in the udet number was a planned or one time distribution of additional gas tax d`$'112*,Ahat has yet t ",Occur. We should see that in the next two to three weeks. The rest of the expenditure:categories except for personnel and benefits are pretty much where we hoped they would` © tracted services are gin , lightly, and some of that is due to timing of the pave-in6nt preservatio-eln program s o for the first half of the year we have accumulated about $377 in additional resources, and most of that will be deployed in the second half of the year. kith respect to the dedicated 1/2 cent sales tax for the public safety facility, We: etd $6M for h dear, and We've collected about $2.4M, lagging at about 40%. There is sortie seasonality associated with that, but this is one we will need to watch. Based on the overall targeted timeframes, e are at about 17 months out of 42 months into collection. Regarding capital outlay, there have been some modest costs related to that overall project. With the Water Operating Fund, revenues arc within expectations, just north of 50%. Most of the expenses are where we would geed them, with personnel at about 47% which closely follows what they are in the,general fund:` With the Wastewater Operating Fund, we are at about 45% of total revenues for the first half of the year. Expenditures categories are well within budget. On a cash basis for the first if of:"the year, we have accumulated some extra cash that will be deployed during the second:`half of the year. Council discussion followed on various funds and fees. Council Member Kai requested a presentation on the Premium Outlet Mall revenues. CONSENT AGENDA. Motion to approve by Council Member Bowen, second by Council Member McGorray. Passed unanimously. Cl Resolution No. 2017-012: Relating to Community Development; authorizing the Chief of Police to apply for grant funding from the Governor's Office of Highway Safety for the February 21,2017 Regular Council Meeting Minutes 2 Marana Regular Council Meeting 03/07/2017 Page 20 of 298 purchase of equipment and the funding of overtime for the Marana Police Department for fiscal year 2017-2018 (Lisa Shafer) C2 Resolution No. 2017-013: Relating to Parks and Recreation; approving and authorizing the Mayor to execute an intergovernmental agreement between the Town of Marana and the Town of Oro Valley for the M.O.V.E. Across 2 Ranges Hike Challenge Event(Cynthia Nemeth- Briehn) C3 Resolution No. 2017-014: Relating to Real Property; approving and authorizing the Mayor to execute the Lease Assignment with Lessor Consent,,..consenting to the assignment by T-Mobile West LLC to Mobilitie Investments III, LLC, of the 1edse of approximately 256 square feet of Town-owned property located at Continental Reserve 'ark, 8568 N. Continental Reserve Loop (Jane Fairall) C4 Approval of January 26, 2017 Strategic:: Ian Working Croup Meeting Minutes -- Innovation, February 7, 2017 Study Session eetng Minutes and Regular Council Meeting Minutes (Jocelyn C. Bronson) LIQUOR LICENSES L 1 Relating to Liquor Licenses, "recommendation t the Arizona Department of Liquor Licenses and Control regarding a special eve, liquor Iicehae application submitted by Tony Hunter on behalf of Rotary Club of Marna forana Game` ay to be held on March 18, 2017 (Jocelyn C. Bronson). Presented by Ms. Aronson,' noted that the application was properly reviewed. Staff is remtnend approvai.� �!%lotiat: ve option #1 by Council Member Ziegler, second by 11 or Honea Passed urian o ausly. BOARDS, COMMISSI0ANIS' OMMITTEES C OUNCILAC TIO Al PUBLIC HEARIN r ,Ordinance No. 2017.005: Relating to Development; amending Marana Land:I eveIopment e Title S Zoning) to reduce the minimum lot width for the R-16, R-121 R-10, R-$ hd R-7 zones::, five feet; and designating an effective date (Steven Vasquez). Mayor Honea opened th'e publi hearing. Presented by Ryan Mahoney, who noted that this item had been discussed it Council about 18 months ago when lots were narrowed in the R-6 zone district from 55 to -50:":, et as a minimum lot width. Tonight, Mr. Mahoney is asking to extend that zone width to other production housing. The home builder community is telling us they need greater flexibility with the models that accommodate a narrower rather than a wider lot. As we are currently in a development cycle and updating our land development code, this is an interim "ask,"but one of the things that we did hear when we held our public meetings on the upcoming code changes was for greater flexibility with regard to the lots. Staff knows that the market changes over time. Right now, the home builders are telling us that a little narrower lot and a bigger backyard is what home buyers are looking for, and that's fitting with the demand in the sales offices. February 21,2017 Regular Council Meeting Minutes 3 Marana Regular Council Meeting 03/07/2017 Page 21 of 298 We have seen a couple of changes since Council passed the initial R-6 designations, where modifications to plats have come in. The character of the developments hasn't changed. Keeping in mind that narrower lots doesn't mean the builder can get more lots out of a subdivision. Often, with a rezoning, we cap the RAC rate or the total number of lots they can have, so they are still having to operate within those rules. The other thing we are not changing are the residential design guidelines. Staff will be bringing back a more comprehensive look at the entire land development code, but this gives us an interim change to be able to respond to what the market is asking for today. There was general discussion among Council Members with staff regarding their concerns as well as the pros and cons of narrower versus wider lots, including whether narrower lots would mean more two-story homes and whether this reduction in lob size would be a requirement rather than an option. Mr. Mahoney responded that the number'oftwo-story homes in a development would not be predicated on narrower lots, and the min'imum distance between homes would not change. Mr. Mahoney indicated that there are : eeral specie plans which dominate our neighborhoods, and we have found that the reasons developers hav asked for them is to get consideration for lot flexibility. Namely, we saw a number of 6,000 scare foot lots that were narrowed by five feet, and that holds true for lots hat were larger in size. o what we're trying to do is bring our hard zoning in the land development,,,,",, ode we:have adopted in dine with what we have already agreed to in so many cif these specific 1a dart of our direction with modifying the land development code is to give those hard zoning' :istricts options that reflect things we have adopted in specific plans. And`ihoso p cific plans`ire reflective of what the market is asking for. The more we can bring those two into 4I g ment,ifi,':'better off we are to just continue with hard zonings. They are,a of easier to administers .ey are snore predictable over time with staff members trying to" interpret various conditions within mem. Modifying this does not mean that we will be modifying other Ings about: he: lot. This`ons just keeps coming up over and over. Prior to Mo or:nonea closing public fearing, K Rihl, representing the developer of the Gladden "arms comn 11nity, addressed Con *l supporting the ordinance and noted when Gladden arced building 2003, which is when the lot sizes were decided upon, those lot sizes worked very well. However,':, the pub'ii 7s appetite changes over time. What they are finding now is that the homes are getting narrower three-car garages are almost a given now, and in many cases they arc tic;tandem garage which are two-deep and a single which elongates the home. By doing that, there were some,,','useless areas on the sides of the homes, and it made for a much smaller backyard. For gears, he las heard that people want more backyard space and smaller lots. Right now we have 277"1 is being built on and four builders at Gladden for the first time since 2006 or 2007. The builders:are asking if there is any way to get future lots that are thinner while respecting the side yard setbacks, building codes and design guidelines but more depth in the lot. Motion to approve by Council Member Ziegler, second by Council Member Kai. Passed 6-1, with Council Member McGorray voting nay. A2 Resolution No. 2017-015: Relating to Real Property; approving and authorizing the Mayor to execute an Option and Wireless Communications Facility Lease Agreement between the Town of Marana and Verizon Wireless (VAW) LLC for the lease of approximately 704 square feet of Town-owned property at the Marana Heritage River Park located at 12375 N. February 21,2017 Regular Council Meeting Minutes 4 Marana Regular Council Meeting 03/07/2017 Page 22 of 298 Heritage Park Drive (Jane Fairall. Ms. Fairall noted that this agreement would permit Verizon to build a new cell tower compound. If approved, this lease will give Verizon a 12-month option to do their due diligence such as soils testing, obtaining permits and anything else they need to do to make sure the site is suitable for their purposes. If it is feasible, Verizon would enter into the lease for an initial term of five years of five successive five-year terms for what could be a total of 30 years. The option fee for the first 12 months is $1500 per month, payable soon after the lease is executed, and Verizon would have the option of a second 12-month period if for some reason they are not able to commence with the lease or terminate during that period. There would be another $1500 option fee for that. If the lease is entered into, there is $1500 rent for the first year which will increase 3% each year after that. This is just the first step in the process if the lease is executd `The next step would be to submit their application for their conditional use permit from th pnning department, go through the regular zoning process and get the necessary building,'' rnits. council Member Bowen asked if once the tower is built, Verizon could subleaseto tither carriers:and would we get subsequent requests from other carriers to put up their towers Ms. Fairall responded that the terms of this agreement allow for Verizon to sublease antenna.`space on the antenna st`ucture if they enter into the appropriate sublease that is approved by the town, and if there is any,need for the sublessee to have additional ground space around the perimeter,,of the space that VerlZo has, they would have to have a lease with the town. Other carriers could erne into the town and try to get a lease with the town or with a private grope cher. The town would have to make sure during the zoning process that the town is not di criminating against,:cone carrier over another. Council Member Kai asked about the height description off:the tower. s. Fairall said that the height would be determined through the conditional use pe .ittng process, not in the lease. She did say that the proposed design is"unique — a faux water tomer that would blend in with the styling of the Heritage Park aricl could be branded in as that the town approves of in the permitting process. Motion to cloviy Council ebe en, second by Council Member McGorray. Passed unanimously. ITEMS FOR DISCUSSI(V.P" OSS BI , ACTION DI Relating t Utilities; discussion and possible action regarding financing plan options and overall budgetary pact related o Marana's water reclamation plant and recharge facility (Erik Montague). Mr. Montague referred bac: to the Council meeting on February 7, 2017, where staff provided an update on the existing wastewater treatment plant capacity, recharge facility and the expansion project. Also, that evening, staff presented two financing scenarios to achieve the cash flow requirements to deliver those projects. Based on feedback from Council at that meeting, tonight's presentation will revisit those scenarios as well as present a third financing scenario that will achieve the requirements of the projects. Scenarios 1 and 2 that are included in the Council packets are the same scenarios presented on February 7. Those scenarios anticipate the possible use of savings from refunding of other debt to either buy-down the refunded debt or reduce the debt that would be required to be issued on the wastewater treatment plant. Scenario 3 in the packet was part of the conversation at the last meeting, and our understanding of the February 21,2017 Regular Council Meeting Minutes 5 Marana Regular Council Meeting 03/07/2017 Page 23 of 298 direction staff wanted to evaluate was not using that savings from the debt service reserve fund to apply either toward the refunded debt or the debt for the new wastewater treatment facility and instead see how the numbers might look if the debt service reserve fund might be used toward some other eligible project. With scenario 3, the combination of savings would not be achieved and would put a greater amount of stress on the overall revenue from a growth perspective. So, between scenarios 1 and 2 which would allow us to use a portion of that reserve debt savings to reduce the amount of debt we might otherwise be obligated to issue and which are more conservative, we believe scenario 2 is the more reasonable or optimistic approach. Vice Mayor Post asked if the projects would be bonded separately or together as one and keep the accounting separate in-house. Mr. Montague responded that staff is currently evaluating whether to bond them separately or together. Some of that could depend on the' cost differential to put them into two series, with the treatment plant bond having an ext,m call provision, which he explained in detail. He is working with the outside consultants to determine the feasibility of all approaches. When you look at the financing perspectives o eenarios 1 and 2, they will be largely the same. With scenario 3, exposure will slightly higher,,because we will have less savings. The new debt service will need to be in = orated within th ":,:,impact fee, but the amount that will be included in the overall impact fee mill likely be consistent" *ith the current impact fee. Council Member Bowen asked if scenario 2 provides the greatest impact cushion as against collected fees. Mr. Montague agreed that scenario 2 is:the more conservative approach with respect to risk. Frank Cassidy added that under the 00� or 2014 legislation for impact fees, that legislation allows us to charge the cost of financing,as part`cif the impact fee. That means you wouldn't necessarily have to take,t . 3.4M (debt'.:':service res'"' e and ay it to reduce the financing costs for the wastewater de However, khat will mean`mat the impact fee will be slightly higher. Mr. Montague continued":," ith respect-to next step , staff is preparing to bring back to Council on March a request for aalon issue particular amount of debt. Mayor Honea recalled hearing fromReader that if bonds at'e called early there is a penalty. He asked if the payment:for an early ca,:was part"O fthe calculation in either scenario. Mr. Montague responded that that d :ls with Series and Series B back in 2008 when we issued that debt. We knew that additional R ' monies were ging to be'coming, so we wanted to call those. We are looking at the possibility''a structuring thy`bonds in two series, either one series tied to the refunding and one series tied to the wastewater treatment plant, or possibly breaking off a smaller piece tied to what we would estimate to be,a,,,,,,snorter time horizon as opposed to a 10-year call protection. We would pay an additional ei :m for that and whether that would make sense. Mayor Honea noted that the town is preti conservative on the number of housing units, and if things increase in the north as they have been, we could exceed that by a significant amount, and he doesn't want to see monies that we can't use to pay on the capital debt without a huge penalty. Is there a risk for that? Council Member Ziegler voiced her reasoning and preference for scenario 2 as it presents less of a risk than scenario 1 although we still could catch ourselves short if our housing permits fall short of projections. Mr. Montague agreed that scenario 2 anticipates reducing the amount of debt issued tied to the plant and reduces that exposure. Under scenario 1 we have greater savings under the 2008 refunding, but that amount of savings, although higher, we are more likely to February 21,2017 Regular Council Meeting Minutes 6 Marana Regular Council Meeting 03/07/2017 Page 24 of 298 have to allocate some or all of that savings to pay back anticipated or projected shortfall based on our analysis. That is why we believe scenario 2 to be more conservative. Vice Mayor Post asked if he makes a motion for scenario 2 and it works it with the numbers after the analysis is complete at the end of this week, will you run the bonds together? Mr. Montague responded affirmatively. Motion to approve scenario 2 by Vice Mayor Post, second by Council Member Bowen. Passed unanimously. D2 Relating to Legislation and Government Actions; discussion and possible action regarding all pending state, federal, and local legislation/govcment actions and on recent and upcoming meetings of the other governmental bodies (Gilbef',,t,`,D avidson). Mr. Davidson addressed Council on two bills of inters moving through the legislature. The first is HB 2521, the construction sales tax/TPT reform bill which is opposed by the League of Arizona Cities and Towns and most if not all rn nic' alities in Arizona. The other bill is related to cell towers. There were two bills written ",the lobby industry for""ale telecommunications company. This is a nationwide effort that gives them abilities to put things ' the cities or towns right of way that gives very little, if any, control by the,elected body. The League and the town's contract lobbyist is also working wtlh them. CounclIeer Ziegler asked:for the status on HB 2406 by Rep. Vince Leach. Mr. �vi on responded"that it could be another week or two. EXECUTIVE SESSIONS Pursuant to A.R.S. § - 1 0 'the Town ouncil is to go into executive session, which will not be open to the public, to`discuss certain mot ers. El Executive Session ursuan " c" .IZ.S. §3 8 431.03 (A)(3), Council may ask for discussion or consultation ' r"legal advice""with 1111, the down Aarney concerning any matter listed on this agenda" FUTURE A' GENDA ITEMS: Notwithstanding,""" h:e mayor's discretion regarding the items to be placed on the agenda, if three or more Council n tiers requ "Ifhat an item be placed on the agenda, it must be placed on the agenda for the second' regular", own Council meeting after the date of the request, pursuant to Marana Town Code Seco .:2- -2(B). ADJOURNMENT. Motion to adjourn the meeting at 8:20 p.m. by Vice Mayor Post, second by Council Member McGorray. Passed unanimously. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council meeting held on February 21, 2017. I further certify that a quorum was present. February 21,2017 Regular Council Meeting Minutes 7 Marana Regular Council Meeting 03/07/2017 Page 25 of 298 Jocelyn C. Bronson, Town Clerk February 21,2017 Regular Council Meeting Minutes 8 Marana Regular Council Meeting 03/07/2017 Page 26 of 298 MARANA ESTABLISHED 1977 MARANA TOWN COUNCIL STRATEGIC PLAN WORKING GROUP MEETING 11555 W. Civic Center Dr. Marana,Ak, 5 65 3 Board Room, Marana Municipal': nplex February 23, 2017 3:00 : Ed Hone, payor Jon Posl�'dice Mayor Herb Kai, Co ncil Member Patti Comerford, CO"cil Member David Bowen, Counc ] er Carol.�cG©rray, Council Member Roxanne ielcr, Council M ember , INU'I' CALL TO ORDER: Mayor Erb Honea calledtb meeting a order at 3:01 p.m. Council Members David Bowen, Carol McGory, and Patti Comerford were present. Vice Mayor JonPv , council em: 1iine Zie��er, and Council Member Herb Kai were absent. T wasrum ofed council fiembrs DISCITI(JN/POSSIBLE CTIC Relating to Strategic Planning resentai and discussion regarding the following topics: Discussion facil , ed by Parks Recreation director, Cynthia Nemeth-Briehn. 1. Strategic Pl SII status update for the Recreation focus area. 2. Action plans, projcts� ` grams and priorities for the Recreation focus area for Strategic Plan IV. Ms. Nemeth-Briehn began by stating that Parks & Recreation is an economic driver for a community. Today's session is about the value that recreation brings to a community—tourism, ball fields, tournaments, trails, filming—these are all major elements of Parks &Recreation. But Parks &Recreation also provides other benefits such as opportunities for healthy activities for all ages, environmental stability and as a gathering place for social activities, educational programs, and celebrating community pride. Question 1: "What are the most critical recreation assets the town should pursue over the next 5 to 10 years?" Council Member McGorray noted that equestrian trails have declined over the 1 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/23/2017 Marana Regular Council Meeting 03/07/2017 Page 27 of 298 years, and she has heard from stakeholders that there is a lack of this type of amenity. Ms. Nemeth-Briehn noted that the Wild Burro Trail and the Preserve Trail accommodate horse traffic. Council Member McGorray suggested that there is a need for better communication to the public about this. Also, adequate parking and accessibility was mentioned. Ms. Nemeth- Briehn noted that staff is looking at adding a public arena at the Heritage Park and will look into bleachers to accommodate all ages and agilities. Mayor Honea stated that biking on trails is also becoming more popular. Ensuring that we have enough restroom and water available is also essential to good parks and trails. Council Member Comerford suggested a meeting with the owners of the Catalina Brewing Company to help identify what bikers desire. Jocelyn Bronson mentioned that the.Marana Citizens' Forum deliberation last session was focused on the Parks and Recreation Multi-Event Complex Plan. One of their suggestions was to put bike rental kiosks at Taus,trailheads. Another suggestion was to provide pull-outs along some trails. Council ind.ieaed that the bike rental idea could be great for tourism and could be managed by a contractor rather than staff. Question 2: "What opportunities are there to expand the trail and path,;system throughout Marana?" Ms. Nemeth-Briehn asked if there mere ways to leverage our s ets with future economic development. Mayor Honea and Council Member McGorray ncaed that trail rides could be added, especially as they connect to certain properties n or near thefcson mountains such as the Lazy K Bar Ranch and White Stallion Ranch and'the Santa Cruz River. Mayor Honea also suggested that shading would ,d:d:to facilities such as dog parks and the splash pads. Also, the addition of more swings at the:parks. I was noted that swings were recently added at the Crossroads Park. Ms. Nemeth-Briehn Ih n:introduced the ides of co riumt centers or a multi-generational facility and whether that`was of interest to Co :ci : mayor � ► ea and Council Member Bowen indicated that hcy had visited other facilities of this type in Apache Junction and Maricopa. Mayor Honea stimated the cost at 2 to build. Council noted that a facility of this type coup l good pbl et ere and comes a regional asset which draws people together. ocation,coed be an i sue as there aye three distinct regions within the town. While it would dice to have a` aciity is each geographical location, the cost of building three distinct facilities mould be very expen sive. ether factor raised is that distinct facilities may isolate residents more han if there was one lame multi-generational facility. Some considerations are how you want to use the facility,:and whether there are opportunities for the town to enter into public-private partnerships for activities. An example was given regarding empty space at a strip mall in Oro Valley which was re-vitalized as a Gaslight Theater. Ms. Nemeth-Briehn also raised the question of collaborative opportunities or being a part of trail initiatives such as the un Corridor from Las Vegas,Nevada to Douglas, Arizona or from Lake Havasu to Maricopa. These are non-motorized trails. There was also discussion among Council regarding a trail system parallel to the CAP canal outside the fence on the berm. This may be a regional or statewide initiative regarding the 136 mile project. Question 3: "How can we enhance our signature and community events to better connect with and create lasting memories for our citizens?" Ideas posed ranged from using pocket parks within neighborhoods. Residential growth will also factor into how big we can grow the four signature events. Council Member Bowen suggested that to encourage people to come out to events who don't want to drive or find parking, contracted shuttles from various locations around 2 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/23/2017 Marana Regular Council Meeting 03/07/2017 Page 28 of 298 the town could ease that problem. We could also partner with the health center or the schools to provide shuttle pick-up and drop off locations. Mayor Honea noted that Founders' Day has a lot of room for expansion. Monique Meza provided costs for each of the four events. The Star- Spangled Spectacular is about $50K, the Cotton Festival is about $35K, and the Holiday Tree Lighting is about$80K. She noted that sponsorships vary and a lot of sponsorships come in through marketing efforts. Last year about 12% of our budget was from in-kind sponsorships, but we get a much greater percentage from in-kind contributions. We do bring in revenue from vendor fees, and this year vendor fees are being reduced this year from $150 to $100. Little League used to provide all the games for 4th of July at no cost according to Council Member Comerford. Council Member McGorray said she could envision shops or multiple points of interest along the street leading up to the Holiday Tree Lighting e ent which Council Member Comerford pointed out would be part of developing the dontown area. Downtown parking garages would also help. Council also discussed the pos i�`bilit that if the vendor fees are reduced, the vendors might be able to bring down their,prices. T4, yor Honea heard that all the food vendors sold out this year at the Holiday Tree hting, whichells us that the event is very successful. Moving to the last signature event, Founders' Iia , vas funded by the town:Vit'the Heritage Conservancy based on receipts. The cash contribution range,Vs from $7,066 to $121000 according to Mr. Davidson. Staff aisc�supplied all off` hvrk such as setting UP, he stages, clean-up and staking. The Heritage conservancy got the vendors, and whatever money they generated off of the event, they kept. Bringing: he event back in house will be like any other event. We will spend more, but we'll have revenue. Their fun rising efforts will be going toward selling kettle corn,,so they are not reaIN respon ble fora king this year. In response to a question from Conc erriber Bowen,FIs. Meza s ,,,,the numbers she provided were strictly for the budget"",""she was given and did not include overtime. Mr. Davidson noted that the events have grown so n'uCh over time that the o""'rt* put in by police,public works and parks will need to be monitored .ore cau:iiy in the nett budget cycle to make sure we are using our resources appropriately. Currently, overtime is coming from each department's budget. We are still using:; rizona xangers, VIP's end Explorers la help with events to keep costs down. Any services contracted out were paid�'f through the ,vents budget. Moving onto the smaller community events, Ms. Nemeth-Briehn identified some of the runs that the Parks de'a trnent puts ani movies and concerts, Splash `N Dash, and Game Day move around and still connect peoplek :Are there more ideas that could be generated around the smaller community events? And how do we leverage these smaller community events with economic development. Until the nem Sky Ranch Park is built, no public park facilities exist on the east side of I-10 for residents. Council Member Bowen asked who initiates the smaller events. Ms. Nemeth-Briehn said that some are initiated by the town, and private entities will rent our parks to put on their own events such as dog shows, the Green events, etc. That is a way to augment revenues. Council Member Comerford raised the point that before the recession, the conversation was "are we going to be facility-driven or program-driven," and that related back to Parks and Recreation because they had a lot of programs that weren't paying their way. Then we decided to build the facilities and partner with private entities for things like sports programs. Council Member Bowen asked if there were a fixed number of smaller events or are we trying to get away from those. Ms. Meza said there were about five small events held each year such as 3 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/23/2017 Marana Regular Council Meeting 03/07/2017 Page 29 of 298 Music and Movies in Marana which seems to be going well. Mayor Honea noted that generally the town has tried to partner with the schools or the Chamber to fundraise for their projects. However, according to Mr. Davidson, the Chamber does not have the staff to help man these events any longer. The question would be are there things the town can do to improve these smaller community events. Council Member Comerford suggested inviting vendors who have hot dogs, cotton candy or popcorn for sale. That provides for more interaction between the vendors and the attendees and hopefully more attendees. Ms. Nemeth-Briehn also noted that having vendors in the north area to attract people to the downtown area would also be advantageous. Ms. Meza said that they have been trying to incorporate more vendors over the past 18 months; usually one per event. She has noticed that if the,vendor or the event planner advertises at a particular event, they do have a bigger turnout:mayor Honea asked if the town could have just food truck roundups at the Crossroads or Cra'Mae Ham parks as an event in and of itself. Council Member Bowen asked what the town'` financial arrangement is with a vendor in that type of situation. Ms. Meza responded that they have to have a Marana business licenses, and if they make a point of sale in Mara. a,,then they have tt pay their taxes here. If there is an event, they also have to pay an event fee. If they set up in thy`harking lot and are not associated with an event that is separate. Ms. Nemeth-Briehnposed the last question, Questioft' '14,'"whi'Ch is "based on what you've heard and observed in the community, what pr© r .Mming gaps`ean,Parks & Recreation fill?" Council Member Comerford said arts and more han j t arts and crabs classes. She said that this gets back to whether we are going to be program-driven facility-driven. Plein Air, an outside arts group, came to the town ani provided programs in tie sh�ol and at town facilities. Mayor Honea said that the choice Counei�has made as leen to be ality-driven over the last few years. The town has historically no charged for the"use of thebuilding when various instructors have held programs in the town. Ms` Nemeth-Briehn noted that we are always looking for instructors to enter into thosyp eements with the town, and we are already doing that with some" onthey set tete:fees and the town collects 25% of whatever they take in-` e promote the programs:and take the registrations and give the space. That's the value they get From our 25%. S6Av ere is' tt opportunity to get people who may be at the park already know abut tennis or other recreational activities occurring that they were unaware of. Mayor Honea noted that the senior programs have diminished somewhat over the years. Prior to the recession we 'M'' using the kitchen for different functions. We had three staff dedicated to the senior programse bought"A',small bus and had several field trips. It had gotten to the point where there were fess seor opportunities than there were for young people. The bus is now being used for the in-Mal e program. The majority of the seniors in our community don't live in The Highlands or Sunflower. Ms. Nemeth-Briehn noted that there is still three staff assigned to senior activities. There is a coordinator who coordinates the seniors but also community enrichment and special interests. There is a programmer who works almost exclusively on the senior program along with a recreation assistant. Council Member Bowen said he felt that was enough—paid staff to coordinate programs. So many seniors have developed skills over a lifetime, and they like to share them if we give them the opportunities and the space. Many of those programs are still there and are member-led according to Ms. Nemeth-Briehn. The seniors pay $40 annually and have access to six programs in the gymnasium, the computer room where there is a laptop they can't rent out. We are always looking for ways to meet the needs of all 4 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/23/2017 Marana Regular Council Meeting 03/07/2017 Page 30 of 298 seniors—active and non-athletic; a base set of programs that are included in that membership. Mayor Honea said that in his conversations with seniors throughout the community, they feel it's not as welcoming as it used to be. The community center was built as a senior center, not a general recreation center for the park. Then when seniors weren't using it, it got expanded to other activities, some of which started superseding some of the senior activities. Ms. Nemeth- Briehn said that the center is primarily senior-driven 8 to 5. We have been tracking facility use and doing an analysis to find out if there are opportunities to create a multi-generational facility. She would like to get more information from Council Member McGorray about the variety of programs and entertainment that are offered at The Highlands active adult. Ms. Bronson also noted that the UA music department is always looking for community venues for local and regional competitions and performances. Mayor Honea noted hit at one time there was a volunteer senior advisory group who held fundraisers for special events. He asked if the seniors today are involved in that way for what is being planned?,,,'' Is Nemeth-Briehn said there was a group who put on thematicpotlucks which are very,succ'essful, auk that has replaced the staff- planned theme parties that we were charging to P4 ,,,fo'r the caterer. the and D. McGirt meet with the seniors every other month to listen to their concerns or ideas. Mr. Davidson interjected on a different subj ecI ad asked about adding an urban water feature at the Crossroads Park, but without all the toys like thcy,have at tie Gladden FarmS,Park. Ms. ........ Nemeth-Briehn said she saw a water'feature recently', art and it lights up at night. You save on electricity by not haling to light a Itg'"i, ,post. Final thoughts were to engage in better ommu: cation about,,:"activities and events—timeliness is a big factor. Mr. Davidson added that sleeves were added to the: ew Tangerine Sky Park so that a splash pad or water feau culd be added in the fvture,,"Coluncil::Member Comerford added to make sure that as lbe downto master plan isOveoped special events and parks and recreation activities are:incorporated into thatplan because those will be economic drivers into the area. Mayor Honea would like o be more actively involved in the public art in neighborhoods:and along p' ,ths thai�:connect to trails: Ms. Nemeth-Briehn asked if there was a need for an ddiiou1 park; another one is called out in the master plan. Ms. Bronson noted that lighting� ,also factor is deterring: Mme nuisance:before. Perhaps solar lighting that is programme to come on aI' certain lime in the parks would cut back on the utility costs. ADJOURNMENT: Mayor 40 nea adj o wed the meeting at 5:00 p.m. CERTIFICATION I hereby certify that the foregoing is the true and correct minutes of the public session of the Strategic,P aIn Working Group Meeting held on February 23, 2017. I further certify that a quorum of the listed council members was present at this meeting. Jocelyn C. Bronson, Town Clerk 5 Strategic Plan Working Group Meeting Minutes/Administrative Summary 02/23/2017 Marana Regular Council Meeting 03/07/2017 Page 31 of 298 ,Ad< AZ MARANA ESTABLISHED 1977 Council-Regular Meeting L1 Meeting Date: 03/07/2017 To: Mayor and Council Submitted For: Jocelyn C. Bronson, Town Clerk From: Suzanne Sutherland, Assistant to the Town Clerk Date: March 7, 2017 Subject: Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a special event liquor license application submitted by Patrick R. Nilz on behalf of the Marana Heritage Conservancy for Founders' Day to be held on March 25, 2017 (Jocelyn C.Bronson) Discussion: This application is for a special event liquor license on behalf of Marana Heritage Conservancy for Founders' Day to be held on March 25, 2017. A special event liquor license is a temporary, non-transferable, on-sale retail privileges liquor license that allows a charitable, civic, fraternal, political or religious organization to sell and serve spirituous liquor for consumption only on the premises where the spirituous liquor is sold and only for the period authorized on the license. Qualifying organizations will be granted a special event license for no more than ten (10) days in a calendar year. Events must be held on consecutive days and at the same location or additional licenses will be required. The license is automatically terminated upon closing of the last day of the event or the expiration of the license, whichever occurs first. The qualified organization must receive at least twenty-five percent (25%) of the gross revenues of the special events. Pursuant to state law, a person desiring a special event liquor license must request a special event application from the Department of Liquor Licenses and Control (DLLC). The applicant then must file the application with the town for events occurring within the town's limits. The town may then recommend approval or disapproval of the special event liquor license. If the special event liquor license application is approved by the Town Council, and the event meets the requirements for granting the license, the director of the DLLC will issue a special event liquor license to the qualifying organization. If the application is disapproved by the Town Marana Regular Council Meeting 03/07/2017 Page 32 of 298 Council, the DLLC will normally not consider the application. Staff Recommendation: Staff recommends approval of this special event liquor license application. Suggested Motion: OPTION 1: I move to submit to the DLLC a recommendation of approval of the special event liquor license application submitted by Patrick R. Nilz on behalf of Marana Heritage Conservancy for Founders' Day. OPTION 2: I move to disapprove the special event liquor license application submitted by Patrick R. Nilz on behalf of Marana Heritage Conservancy for Founders' Day. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Special Event LL Application Description Special Event Liquor License ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Marana Regular Council Meeting 03/07/2017 Page 33 of 298 �L us.�N Y ���� and Control Date(s): Arizona-Depa�trnent of Liquor Licenses 800 w Washington .nth Floor Event time start/end: y J Phoenix, AZ 85007-2934 csll{�{'� ■ WWW.aZd1 or. o #Z0 (602) 542.,5 1 4 1 License: A1PPU ATION FOR SPECIAL EVENT LICENSE Fee=$25.00 per day for 1-1 o days (consecutive) A service fee of$25.00 will be charged for all dishonored checks(A.R.S. § 44-6852) NPO NT INFO N.,rhes dgcument must be corn.AlAted or it vv�be returned. Licenses and Cool must receive this application ten (10) business days prior to a e�►ent. the The i7epa�nent,of Liquor� special event wN be hem at a localivn wftout a perrnanent Ivor ficense or it the event wig be on ani portion of a location that is not cQ'Vemd by Vie Nquor ficense,tis application must be approved by the mal government before submission to the Department of L"1quor Licenses and Control(see Section 15). fol yew A SECi1 1 Name of organrzaton: _tk[I SECII h1 Non-Profit/IRS Tax Exempt Number: /V SE" The organizafion is a:(check one box ont') JWChadtable ElFratemcgmust have regular membership and have been in existence for over five (5) years) � ReligiousnCivic(Rotary,,College Scholarship) opolffical Party.Baltof Measure or campaign Commilttee SECTION 4 will this event be held on a currently licensed premise and within the already approved premises? Utes No Name of Business Ucense Number Phone include Area Code) ' l event going to conduct all dispensing, serving, and selling of spirituous liquors? Please�read Rw�9-- SECTION 5 How is this species � g 318 for explanation (look in special event planning guide) and check one of the following boxes. OPlace license in non-use oDispense and serve all spirituous liquors under retailer's license Wispense and serve all spirituous liquors under special evenf MSplit premise between special event and retail locaf ion ' se submit a letter of agreement from the agent/owner of the licensed premise to suspend the license during thr i��using reta�l�cen event.If the s on using a portion of premise,agent/owner will need to suspend that portion of the premilse.) special event is � ECT 6 1Nhaf 1S the purpose of this events on-site consumption UJ'Off-site (auction) 013oth Location of the Event, `4Me,6lkt Je Pa1tk___.1a2Q St7 li? Address of Location. Street CHH COUNTY state Zip SECTION 8 Will this be stacked with a wine festival/craft disfiller fesfival? OYes No _ SE�TI 1� 9 Applicant_ t must be a member of the qualifying organization and authorised by an officer, Director or Chairperson of the Organization named in Section i. Authorizing signature is required in Section 1 . g 1. Applicant: - Lost First Middle Date of Birth _ ' r c . v 2. Applicant's mailing address � LO � . street Y State p . 90'7�OOVO A licanf's business hone* low D 3. Applica / pnt s home cell hone. pp� 4. Applic atrN2rP9WrTA 1 Me ''rrg)4,71U ttdu It Page 34 of 298 0. 7/0019nI r Page I of 4 SEgON 10 u 1, Has the applicant been convicted of a felony, or had a liquor license revoked within the last five (5) years? %-/ �IYeS o {it yes,attach explanation.) "slued to this location this year? 2. Haw many special event Incenses have been � under A.R.S.§4�2a3�t3����.� (The number cannot exceed 12 events per year,exceptions . manage the events Wes M�o 3. Is the organization using the services of a promoter or other person to (if yes?attach a copy of the agreement.) 4. List all people and organizations who will receive the proceeds.Account for 100%of the proceeds.The organization applying must receive 25%of the gross revenues of the special event liquor sales.Attach an additional page if necessary. Cerz OAAPercentage: - - Name �C-C) A Address t 7� state LIP street city Percentage. Name . 6 Address Streif city State Zip 5. Please read A.R.S. § 4-203.02 3.02 S ecial event license•rules and 819. 1-205 Re uirernent;for C s ecial Event License. Note.ALL ALCOHOLIC BEVERAGE SALES MUST BE FOR CONSUMPTION AT THE EVENT SITE ONLY. �� VE SPECIAL EVENT UNLESS THEY ARE IN AUCTION SEALED CONTAINERS OR_ 1� NCS ALCOHOLIC BEVERAGES SHALL LEA " SPECIAL EVENT LICENSE IS STACKED WITH WINE CRAFT DIST.�ILLERY_FESTIVAL LI ;ENSE 'vA�f' c ]r'f"t d control measures will you take to prevent violations of liquor laws at this event? V r What ha��yp��f security 1 ly an (list type and number of police/security personnel and type of fencing or control barriers,N applicable.) Number of Police Number of Security Personnel XlenCing [:]Barriers Explanation: - SEC R N I1 Dates) and Hours of Event. May not exceed 10 consecutive days. See A.R.S.§ 4-244{15} and (17) for legal hours of service. Event Start License End Date Car of Week Time AM/PM rime AM/PM DAZ)Aav 7Y DAY 2: DAY 3: DAY 4: ----- ...------_ DAY 5: DAY b: DAY 7: DAY 3: DAY 9: DAY 1 0: Marana Regular Council Meeting 03/07/2017 Page 35 of 298 Page 2 of 4 .. .. rrAr r Art rflrl"7 mises for your special event is the area in which you are auf horized SECTIO License premises diagram.The licensed pre to sell, dispense or serve alcoholic beverages under the provisions of your license. The following space is fo be used to prepare...'a diagram of your special event licensed premises. Please show dimensions, serving areas, fencing, barficades, or other control measures and security po-sifion. Marana Regular Council Meeting 03/07/2017 Page 37 of 298 -7 10 1")n I Page 3 of 4 ,SECTI(*.1.3 To be completed only by an Officer, Director or Chairperson of the organ-aafilon norned in Section I If declare that I am an OFFICER, DIRECTOR, or CHAIRPERSON (P"ha Norm) I tion 9, to apply on behalf of the foregoing organization for a Special Event appointing the appricant litsted in Sec F9.p,, Hquor Ctceoe.- ire 5 'Phone# X 70e/Posdk)n bote The foregoinginstrument was acknow!edged before me th* Dolly Moro year State County of, F R1104 k;(J1f1J(tT my commission Expires on: Notary POW Date M 1 201' IECMON 14 Th- section as to be completed only by the applicant named in Section 9. is ication as C. declare that I am the APPLICANT filing this appli (W ho Nonw) d the application and the contents and all statements are true, correct and listed 'in Section 9. 1 have rea.. co X777 A Date Phone Me/posmon (29noll") I --N - I ckn before me this Yeor The oing instlient was a Moro county Of state qrns *,slo 0, 4032 RZO a Notary Pubm- Pima My Commiss�ion Expires on: f POW DOW ma, Al 2017 Please contact the local governing board for additional applicafion requirements andsvbmission deadlines. Additional licensing fees may 01SO be required before OPPrOval may be granted. For more-information, Please contact your local lvvww Uor ocs s ec eVE, 1lrik5_,p_df 'hom jo oec event Ii Ctzr oy assets documen ____ep_p_gP_ tV jurisdiction: SECTION 15 Local Governing Body Approval Section recommend OAPPROVAL 13 DISAPPROVAL MAID) on behalf of (Cayt Town,COW*) rxte Phone ES AND CONTROL.V_SE_Q_NLy []APPROVAL 0 DISAPPROVAL BY: DATE: :r 3 A.R.$.§41-1030. Inv I )f rules not made acc to this ch Drohibit ractio �hlbited .964#Y.QAM� t base a liicens�ing decision In whole or in part on a licensing requirement or condition that is not ifically authorized by statute,rule or state tribal gaming compact.A general grant of authority in statute does not constitute a sped I Ing a licensing requirement or condition unless a rule is made pursuant to that general grant of authority that basis for impos* ifically authorizes the requirement or condition. sped D. THIS SECTION MAY BE ENFORCED IN A PRIVATE CIVIL ACTION AND RELIEF MAY BE AWARDED AGAINST THE STATE.THE COURT MAY AWARD REASONABLE ATTORNEY FEES,,DAMAGES AND ALL FEES ASSOCIATED WITH THE LICENSE APPLICATION TO A PARTY THAT PREVAILS IN AN ACTION AGAINST THE STATE FOR A VIOLATION OF THIS SECTION. E. A STATE EMPLOYEE MAY NOT INTENTIONALLY OR KNOWINGLY VIOLATE THIS SECTION.A VIOLATION OF THIS SECTION IS CAUSE FOR DISCIPLINARY ACTION OR DISMISSAL PURSUANT TO THE AGENCYI'S ADOPTED PERSONNEL POLICY. UNITY PROVIDED BY SECTION 12-820-01 OR 12-820.02. Marre-440��fWAW�&Q �6�9(��TE THE IMM Page 38 of 298 7/,),>/qn1?l; Page 4 of 4 SERIES: 15 SPECIAL EVENT LICENSE (Temporary) Non-transferable On-sale retail privileges PURPOSE: Allows a charitable, civic, fraternal, political or religious organization to sell and serve spirituous liquor for consumption only on the premises where the spirituous liquor is sold, and only for the period authorized on the license, This is a temporary license. ADDITIONAL RIGHTS AND RESPONSIBILITIES: The applicant for a special event license must request a special event application from the Department and file the application with the governing body of the city or town, or Board of Supervisors of an unincorporated area of a county (where the special event is to take place) for approval or disapproval, Some local governing bodies may require approximately 60 days prior notice. If the application is approved by the local authority, and the event meets the requirements for granting the license, the Director will issue a special event license to the qualifying organization. Qualifying organizations will be granted a special event license for no more than ten (10) days in a calendar year. Events must be held on consecutive days and at the same location or additional licenses will be required. The license is automatically terminated upon closing of the last day of the event or the expiration of the license, whichever occurs first. The qualified organization must receive at least twenty-five percent (25 %) of the gross revenues of the special event liquor sales. A person selling spirituous liquor under a special event license must purchase the spirituous liquor from the holder of a license authorized to sell off-sale; except that,, in the case of a non-profit organization which has obtained a special event license for the purpose of charitable fund raising activities, a person may receive the spirituous liquor from a wholesaler as a donation. AVERAGE APPROVAL TIME: One (1) to seven (7) days. PERIOD OF ISSUANCE: Issued for no more than a cumulative total of ten (10) days in a calendar year, A special event may be held for more than one (1) day, but it must be held on consecutive days and at the same location or additional licenses will be required. FEES: $25.00 per day. ARIZONA STATUTES AND REGULATIONS: ARS 4-203w029 4-2445 4-261; Rule R19-1-228, R19-1-235, R19-1-309. Disabled individuals requiring special accommodations please call (602) 542-9027 Marana Regular Council Meeting 03/07/2017 Page 39 of 298 ,Ad< A M L MARANA AZ ESTABLISHED 1977 Council-Regular Meeting At Meeting Date: 03/07/2017 To: Mayor and Council Submitted For: Curt Woody, Director of Economic Development and Tourism From: Heath Vescovi-Chiordi, Management Assistant Date: March 7, 2017 Strategic Plan Focus Area: Commerce Strategic Plan Focus Area Additional Info: PRINCIPLE STATEMENT 3: We will seek and retain diverse industries and commerce in order to promote sustainable economic health. Initiative 25: Allocate and maximize Town resources to recruit, maintain, and expand businesses and industry. Subject: Resolution No. 2017-017: Relating to Economic Development; Adopting the Economic Development Strategic Plan (Curt Woody) Discussion: In August of 2016, the Department of Economic Development and Tourism began the process of creating an Economic Development Strategic Plan. Using grant funding from the Tohono O'odham Nation, as well as department funds dedicated to updating the preexisting Economic Roadmap, the Department of Economic Development and Tourism contracted a 3rd party consultant, 10 Inc., to create a strategic plan solely dedicated to Economic Development in the Town of Marana. This plan will act as a 3-5 year plan for Economic Development in the Town of Marana, of which the goal is to provide actionable items to be carried out by the Department of Economic Development and Tourism that will lead to industry diversification within the Town to support long term and sustainable economic health. The plan addresses several items, including: •A comparative market analysis •Target industry sector analysis •Establishes goals and actions for business attraction, recruitment, and expansion Marana Regular Council Meeting 03/07/2017 Page 40 of 298 •Downtown development initiatives •Identification of 4 target industries for the Town of Marana The Economic Development Plan is now complete. Staff from both the Town of Marana, as well as 10 Inc. will make a presentation at tonight's meeting to Town Council, Town staff, and citizens as to the process and completion of the plan, as well as desired Council approval of the Economic Development Strategic Plan. Staff Recommendation: Staff recommends approval of the Economic Development Strategic Plan. Suggested Motion: I move to adopt Resolution No. 2017-017, adopting the Economic Development Strategic Plan for the Town of Marana. Attachments Resolution No. 2017-017 Economic Development Strategy Presentation ................................................................................................................................................................ Marana Regular Council Meeting 03/07/2017 Page 41 of 298 MARANA RESOLUTION NO. 2017-017 P..ELATING TO ECONOMIC DEVELOPMENT; ADOPTING THE ECONOMIC DEVELOPMENT STRATEGIC PLAN WHEREAS the Town of Marana Department of Econonic Development and Tourism began creating an Econonic Development Strategic Plan in August 2016 with grant funding from the Tohono O'odham Nation and department funds dedicated to updating the preexisting Economic Roadmap; and, WHEREAS the Town entered rato a contract wkh economic development consultant 10 Inc. to create a three- to five-year strategic plan solely dedicated to Econonic Development * the Town of Marana, wkh the goal of providing actionable items to be carried out by the Department of Economic Development and Tourism that will lead to industry diversification wkhin the Town to support long term and sustainable econonic health; and WHEREAS the Mayor and Comcil of the Town of Marana find that this resolution and the Economic Development Strategic Plan are in the best interests of the Town of Marana and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, adopting as the Econonic Development Strategic Plan of the Town of Marana that 38-page document set forth in the Council agenda materials for the Council's March 7. 2017 meeting entitled "Marana, Arizona: Honoring Our Heritage. Heralding the Future." IT IS FURTHER RESOLVED that the Town Manager and staff, and in particular the Department of Econonic Development and Tourism, are hereby directed and authorized to mdertake and implement the Econom ic Development Strategic Plan. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 7 th day of March, 2017. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney 00051142DOCX/I Marana Resoldion No.2017-017 2/28/20179:05AM Marana Regular Council Meeting 03/07/2017 Page 42 of 298 Marana, Arizona, H *ta Honoring Our eri ge. Heralding the Future. An Economic Development Strategy for Marana, AZ 10.11NIC 3,104 IE. Camell""'.)ack �Road, Suilte '1000 1101117\1W Phoenix, AZ 850,16 Fell"".).ruary 20, 20,17 Marana Regular Council Meeting 03/07/2017 Page 43 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 TABLE OF CONTENTS Section 1 Introduction 3 Section 2: Marana Town Council Strategic Vision 5 Section 3: Methodology 7 Section 4.- Principal Findings of the Environmental Scan/SWOT 9 Assessment Section 5: Principal Findings of the Competitor Market Analysis 13 Section 6: Recommended Target Economic Sectors for Marana 16 Section 7: Marana's Employment Corridors 20 Section 8: Implementation Roadmap for Marana's Economic 25 Development Section 9: Measuring Marana's Economic Development Progress 30 Section 10: Moving Forward: Next Steps for Marana's Economic 33 Development APPENDIX A 36 Marana Regular Council Meeting 03/07/2017 Page 44 of 298 10.INC Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 "o M OT SECTION 1 : INTRODUCTION Located in the heart of Arizona's Sun Corridor, the Town of Marana is a dynamic, forward- thinking community with unparalleled promise for the future. Just 40 years young, today, Marana is a progressive and rapidly growing community of 43,000 that has earned the enviable reputation of being a family and business friendly small town with the determined resolve to create a great future for its residents and employers. Honoring its ancient Native American history and committed to preserving its Western heritage and small town values, Marana's leaders have focused on building a community that offers a high quality of life and a business operating environment that is second to none. Marana's strong sense of community, committed and focused elected officials, Town Management, actively engaged citizenry and growing economic base are distinct assets upon which to create a bountiful and prosperous future for those who reside and do business in the community today, and for those who inevitably will come in the future. As a young community, the Town of Marana is extremely we[[-positioned to forge its future destiny and enjoy economic prosperity and sustainabitity for generations to come. Since 2000, Marana's population has grown by nearly 195 percent, and despite this astounding growth, the Town has managed its financial and physical asserts prudently, wisely stewarding its resources to accommodate present and future population and business growth. As the center of the Sun Corridor, with extreme proximity to the Phoenix and Tucson metropolitan markets and Mexico, the Town of Marana is we[[-endowed with an abundance of opportunities to chart its economic development course in the 21 st century global economy. Marana's high level of educational attainment - 40 percent of Marana residents 25 years or older hold a bachelor's degree or higher - and median household income of $71,808 reflect the desirability and quality of life that the community offers to people who are educated and high income earners. Marana's famity-friendly, safe, neighborly culture; high quality of life; improving and high quality K-12 schools, and proximity to major employers and higher education institutions in the Greater Tucson region are just a few of many assets that the community has for people and business. Having an abundance of assets provides a rock-sotid foundation from which to strengthen an already growing and dynamic community and build a more diverse and sustainable economy. Stitt, Marana is confronted with challenges that impact many communities across Arizona and America that must manage economic dynamics beyond their control. But as the state and nation continue to fully recover from the Great Recession of 2007, communities in Marana Regular Council Meeting 03/07/2017 Page 45 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 Greater Tucson, throughout the nation and around the world also have been gearing up to be we[[-positioned for the best talent, new jobs, new technologies and new opportunities that inevitably will emerge in the next several years. Competition for economic development has never been more intense than it is today. Compared to many communities in Arizona and throughout the U.S., Marana needs to guard against taking its abundance of assets for granted. White we now are entering the eighth year of the longest "expansion" period in recent U.S. history, the fact is that economic growth is sluggish compared to all prior post-recession recoveries. Marana needs to work even more vigorously to capture its fair share of quality job creation and economic growth white recognizing that the drivers of today are markedly different than those of the past. Marana's leaders and citizens fervently believe that the prospects for the Town's future economic development are virtually limitless. But just as all that Marana has become in its short history of 40 years is a result of the hard work of its founders, all that Marana can and will become requires even greater strategic vision and more arduous work because the proven methods of what worked in the past are dramatically different than those that drive economic growth and prosperity in today's gtobalized world. Now more than ever, the Town of Marana needs to be intently focused and aligned in its economic development efforts- both within the Town Government, and between and among its myriad stakeholders - to ensure that Marana fully realizes its economic development potential. The Town of Marana engaged 10.INC in September 2016 to develop an economic development strategy for the community. The purpose of this strategy is to assist the Town of Marana in identifying the best and highest value-added opportunities to strengthen and diversify its economy for the tong-term. Fundamental to achieving this goat is researching and identifying specific measures that will enable the Town of Marana to strengthen its economy, diversify its economic base, and target areas of opportunity to retain, create and grow new career-oriented jobs in globally competitive, high growth economic sectors. The bottom tine for Marana.- to expand its economic base and provide a platform for tong-term economic competitiveness and sustainabitity. Marana Regular Council Meeting 03/07/2017 Page 46 of 298 1O.1NC Marana,Arizona- Honoring Our Heritage. Hera[ding the Future. February 20,2017 . ....... 4P, SECTION 2: MARANA TOWN COUNCIL STRATEGIC VISION Marana's Mayor and Councit first adopted a comprehensive, community-wide strategic p[an in February 2009, and has since updated this strategy in 2012 and 2015. Marana's Strategic Ptan honors the community's 4,200 year history, and integrates initiatives and strategies that act as guiding poticies for decision-making to create a vibrant, modern community that futty integrates and reftects its smatt town, famity-friend[y cutture. ,51 ;e,N From left to right, the honorable members of the Marana Town Council.- Vice Mayor Jon Post, Councilmember Dave Bowen, Councilmember Carol McGorray, Mayor Ed Honea, Councilmember Patti Comerford, Councilmember Roxanne Ziegler, Councilmember Herb Kai 5 Marana Regular Council Meeting 03/07/2017 Page 47 of 298 1O.1NC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 White Marana's strategic plan has been updated, the vision statement and focus areas remain constant, providing the continuity and predictability that is critical to sustained economic development-. Marana Town Govemment Vision.- We are committed to providiong 0 exceptional public service., a climate for economic sustainability and a a vv-elcoming environment that makes Marana Your Town for 1�/`e. Marana's strategic plan is grounded in four overarching principles-. * Financial Sustainability * Quality Public Service Strategic Partnerships * Local Resource Investment The Town's strategic plan establishes five focus areas and strategic goats with specific goats, action items and metrics to measure progress toward the achievement of its goats (Table 1). Focus Area Strategic Goal Commerce Attract and maintain career-oriented commerce. Create a safe community where all people are motivated to be involved and feet Community connected and valued. Progress and Foster an open atmosphere that embraces change,creativity,innovation,and Innovation calculated risk. Heritage Strengthen community character by linking the past, present and future. Recreation Provide diverse recreational opportunities that create economic benefits and a healthy lifestyle. Source: Town of Marana Your Town Strategic Plan January 2015. The vision, principles and goats of the Marana Strategic Plan are the backbone of this economic development strategy. They have been fully integrated and serve as the beacons of the entire strategic planning process. .......... 6 Marana Regular Council Meeting 03/07/2017 Page 48 of 298 ev 1O.1NC I Marana,Arizona- Honoring Our Heritage. Hera[ding the Future. I February 20,2017 FIGURE 1 IO.INC METHODOLOGY FOR ECONOMIC DEVELOPMENT STRATEGY z,"t Tlnifi Marana Regular Council Meeting 03/07/2017 Page 50 of 298 4 LZ7*7 I WIT itty7m W I I LO w w 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 In addition, a comprehensive review of all recent Town strategies, plans, reports and studies was conducted to maximize existing information and Marana's investment in these endeavors. 10.INC is very appreciative of the enormous investment of time and consideration invested by Curt Woody and Heath Vescovi-Chiordi of the Marana Department of Economic Development and Tourism, as well as by other Town staff, in arranging interviews and roundtabtes with Marana stakeholders. The SWOT process that was employed for the Town of Marana was highly illuminating in terms of the depth and breadth of knowledge that public, private and civic stakeholders have about the "DNA" of the Town's economy and community. Equally important was the pragmatism that each of the 152 stakeholders who participated in this process contributed to identifying challenges that confront the community. One of the most important outcomes of this process is the earnest and high level of interest that Marana's stakeholders have in ensuring that the Town remains an outstanding place in which to live, raise a family, work and do business. That is not to minimize their overall recognition of the importance of having a more diverse, tess-retait dependent economy-, rather, since Marana is a relatively young community, it does underscore the deeply- embedded understanding of and knowledge about how important a diverse economy is to the future of the community and its residents. However, it also was very clear, based on the stakeholders' input, that there is a deeply held belief that Marana must greatly improve and strengthen its economic development standing - both in terms of the Town's own investments and program as well as the importance of becoming a prominent contender - in the highly competitive wor[dscape for business expansion, locations and startups. Perhaps most compelling were the heartfelt expressions among Marana's stakeholders that the Town can build a stronger economic base while also preserving the small town, family- friendly culture that they have come to cherish. The pages that follow depict the top 10 qualities that have been identified in terms of highest frequency of observations offered in the SWOT interviews. White many more strengths, weaknesses, opportunities and threats were cited in the interviews, these factors were universally viewed as having the greatest impact on Marana's future. 10 Marana Regular Council Meeting 03/07/2017 Page 52 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 S'TRENG'THS 0 Marana's Top 10 Strengths. The people of Marana. Strategic Location between Tucson and Phoenix. New community with a blank canvas to build a great future. Stable, consensus-oriented Town elected leadership. Family friendly, welcoming and safe community. Location on 1-10, and 19 miles of frontage in Marana. Outstanding Town Manager and Staff. High quality of Life. Abundant Land/room to grow. Highly educated and affluent citizenry. OPPORTUNI'TIES 0 Marana's Top 10 Opportunities. • Establish a Downtown/Town Center. • Attract high quality, high paying jobs. Develop the Marana Regional Airport. Establish a strong, unified identity for Marana. Attract an acute care hospital and more health care offerings. Invest in infrastructure to ensure the ability of the Town to grow its economy. Attract/grow arts and cultural amenities and venues. Ensure and facilitate the availability of building ready/shovel ready sites. Attract STEM-related jobs. Attract more high quality dining options. Marana Regular Council Meeting 03/07/2017 Page 53 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 WEAKNESSES 0 Marano's Top 10 Weaknesses. Very Limited economic base. Lack of a well-defined and amenitized Downtown/Town Center. Limited range of high quality restaurants. Over-dependence on retail and construction sales tax. Absence of jobs commensurate with the professional skills, backgrounds and education levels and skills of Marana's residents. Lack of buildi ng-ready/shovel ready sites. Under-developed regional airport. Perceived as (and is) a bedroom community. Lack of cohesive Town Government vision for Marana's economic development future. Lack of a Long-term infrastructure funding and construction strategy. THREATS Top Threats to Marano's Economic Development/Competitiveness'. • National economic downturn. • Lack of regional transportation funding. • Constrained water, wastewater and drainage infrastructure. Arizona State Legislature posture and policies toward municipal independence and powers, and the potential to continue to sweep funds. Insufficient investment in the future, e.g., infrastructure, community amenities. Absence of unified vision for the Town's future and identity. Competition from Pima County and other cities - inside and outside of Arizona. Inadequate diversification of the Town's economy. Lack of appropriate funding for public K-12 education. 1 12 Marana Regular Council Meeting 03/07/2017 Page 54 of 298 10.INC Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 SECTION 5: PRINCIPAL FINDINGS OF THE COMPETITOR MARKET ANALYSIS As one of several major building blocks for the strategy, the competitor market analysis presents a comparative assessment of Marana's location attributes and business climate relative to key benchmark communities in the region. The competitor market analysis also provides an important perspective as to how the community competes for business expansions as well as new employers. Applied Economics, LLC, a highly respected economics research firm based in Arizona and national in scope, served as IO.INCs economic research partner for Marana's economic development strategy. Applied Economics conducted the competitor market analysis for Marana. The competitor market analysis provides a broad range of information on key socio-economic attributes for Marana as compared to the communities of Gilbert and Goodyear, as well as Pima County and Maricopa County. The comparative communities were selected after considerable research on Marana and the Greater Tucson and Phoenix regional marketplaces-, consultation with the Marana Department of Economic Development and Tourism, and a review of the primary industries and business climate factors in these regions. The comparison provides county and municipal level data on the following business location factors.- Population and Demographics: Current and projected population, age, race, average household size, income. Workforce-, Educational attainment, school enrollment, tabor force participation, unemployment trends, occupational wages and workforce skills. Economy-, Industry mix, employment growth and distribution of jobs by worker age, income level and educational attainment. Market Access: Interstate, rail and air transportation access. Real Estate: Office and industrial [ease rates, inventory, vacancy rates and construction costs. Quality of Life: Cost of living, crime rates, housing costs, commuting, secondary education quality. Taxes and Financial Trends-, Land state taxes, assessed value trends and retail sates data. 13 Marana Regular Council Meeting 03/07/2017 Page 55 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 The key is to understand what Marana offers that it more valuable to expanding and newly- locating businesses than its competitors' attributes. These factors enable the Town of Marana to gauge its comparative advantages in the larger regional market, and to identify areas that can be improved to enhance competitiveness for job creation and private capital investment. Overall, Marana has some key advantages, such as high educational attainment, good quality local schools, very tow crime rates and tong-term employment growth potential. Marana is in the early stages of its evolution and development cycle, but still needs to develop the economic diversity and depth of business support infrastructure that the comparative areas have already achieved. Table 2 provides a summary of comparative advantages and disadvantages for Marana relative to the other communities included in this analysis. Most of the Town's strengths tie in its quality of life, market access, and educated tabor force. White these factors are important, more work is needed to enhance the fundamental business climate assets required to support local economic development. FIGURE 2: FACTORS INFLUENCING BUSINESS EXPANSION&OCATION DECISIONS .................. ............'z" ------------ ..... ... .......... .......... .... ......... ......... .. ,a", IF ........... ........ 14 Marana Regular Council Meeting 03/07/2017 Page 56 of 298 1O.1NC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 Marana Advantage Business Climate Factor Marana Facts or Disadvantage Demographics Age Structure + Population 25 to 64:51.49/6 Diversity Hispanic:21% 2010-2014:2.3%Annual Household Income Growth Growth Per Capita Income $33,650 Workforce Educational Attainment Bachelors or Higher:401/6 Share of Population Enrolled in Higher 25% Education Share of Residents in Mgmt and Technical 26% Occupations 2010-2015: 1.9%Annual Labor Force Growth Growth Unemployment Rates + 4.40% Labor Force Participation + 87.30% Economy 2015-2030:4.9%Annual Projected Employment Growth Growth Industry Diversification Very Limited Market Access Market Access + Very Good Real Estate $19.78,Higher than Metro Office Lease Rates Average $7.56 Higher than Metro Industrial Lease Rates Average 14%Below National Construction Costs Average Taxes 2.5%City,Higher than Sales Tax Metro Average 2.57%,Below Metro Property Tax Average Retail Sales Per Capita $217604 2007-2016:21%Total Assessed Value Growth Growth Quality of Life Commuting Avg Commute:29 Minutes Housing Affordability $161,000 Median SF Price Rate per 100,000 Pop: Crime Rates 2412.7 Secondary Education Quality Above Average 1 15 Marana Regular Council Meeting 03/07/2017 Page 57 of 298 10.INC Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 ................... SECTION 6: RECOMMENDED TARGET ECONOMIC SECTORS FOR MARANA A cornerstone of the Marana economic devetopment strategy is the identification of target economic sectors for which Marana and the Southern Arizona region can be competitive, that atso present significant opportunity for the generation of high-vatue-added, high paying career-oriented jobs for the community's residents. These targets are industries that wouid most benefit from Marana's assets and be witting to expand and/or estab[ish new facitities in the Town, and that bring vatue to the community in the form of investment, jobs, payrott and tocal purchasing. It is especiatty important for Marana's etected and management officiats to understand what industries are most tikety to prosper in the community so that they can focus their precious resources on retaining, recruiting and growing emptoyers that wiI.I. benefit from but atso wiI.I. contribute to Marana's business ctimate and community attributes. .......... 16 Marana Regular Council Meeting 03/07/2017 Page 58 of 298 10.INC Marana,Arizona- Honoring Our Heritage. Hera[ding the Future. I February 20,2017 FIGURE 3: IO.INC TARGET ECONOMIC SECTOR SELECTION PROCESS cat Strengths&Op'''rtunities in State' National Et po, -Global Economies Recent Business Attraction.,Expansion,Start Ups _t lnfr structure Talent Poo —Other Advantages ............ MEAN T TARGETI, TARGET 2 TARGET! ARGET 4 a 'T t Edu'C-ati'ri-`&,T�Aihing ten 0 B'tiness Friendliness: I nfrastruct-be u u s Competitiv'6 Cost'': Young Enterprises' Expansion Capital 'Innovation Customers mw� ............................................................................... —Over Arching Strategies Target.!Specific Strategies for Attraction, -Ups Expansion Start vk, Implementation Roadmap The target economic sector analysis provides Marana with a list of industry groups to"target" and allocate resources to as part of the Town's business retention and recruitment initiatives that will drive the diversification of the community's economic base. Quantitatively, the analysis began with a review of historic industry trends in Pima County. The focus was on industries that have demonstrated significant growth in the county over the past eight years. National projections for future growth, as well as wage levels of each industry, also were taken into account. For the qualitative approach, Marana's business climate was evaluated from the perspective of local businesses as well as site location consultants and others who influence the business location decision making process. Based on these assessments, compatible industries were identified that have a high propensity to value the community's assets and would be less affected by weaknesses in the local or regional business climate.Additionally,the preliminary target sectors were augmented with niche sectors representing new opportunities that may not be identified specifically in the regional trend data. Along with the presentation of recommended target industries for Marana, information on current trends in each target sector was identified and evaluated. Finally, research into the occupational needs of workers 17 Marana Regular Council Meeting 03/07/2017 Page 59 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 in these target economic sectors and niche sectors was conducted, providing Marana with a tens into the kinds of educational and training programs that are essential to preparing the community's residents for career-oriented jobs in these sectors. Although Pima County's economy was still below pre-recession levels in 2015, there has been a significant number of new job announcements in recent months including Raytheon, Home Goods, Comcast and Caterpillar. Metro Tucson also experienced strong increases in job growth in 2016, and these new and expanding companies signal more growth for the region in the near future. These larger companies create opportunities for suppliers and business support services in communities such as Marana. Presently, Marana's benefits from a manufacturing base comprised of outstanding firms such as FLSmidth Krebs, Lasertet and Sargent Aerospace. The community also benefits from tourism associated with its own heritage assets; the Dove Mountain Ritz Carlton Hotel, which draws visitors and guests from throughout the world, and by virtue of its location in Southern Arizona. Stitt, with these assets, Marana's economic base is limited, due in large measure to its relative youth. The economic development strategy takes these factors into consideration, and focuses on Marana's business location strengths, including its strategic location, we[[-educated and highty-skitted resident workforce, and operating cost advantages over other locations in Arizona as well as Southern California. The target economic sectors identified in this analysis offer the greatest potential for Marana to diversify its economy in a manner that will create quality jobs and bring new wealth to the local community. Target economic sectors were analyzed, prioritized and selected on the basis of the findings from the SWOT assessment, competitor market analysis and the in-depth analysis of the U.S., Arizona, Pima County and Marana economies. Based on both the qualitative and quantitative research and analysis, the recommended target economic sectors for Marana are.- FIGURE 4-, RECOMMENDED TARGET SECTORS FOR MARANA Source:Applied Economics,LLC and 10.INC 2016. Firms in the Information Technology and Advanced Business Services sectors provide services, products and support for a wide range of other industries. Businesses in these sectors will serve the larger metropolitan economies of Southern Arizona and Greater Phoenix, as well 18 Marana Regular Council Meeting 03/07/2017 Page 60 of 298 1O.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 as the U.S. and world. They provide high paying jobs that offer significant opportunities for upwardly mobite, career-oriented jobs as well as entrepreneurship. They also are among the fastest-growing employment sectors in the U.S. and globally. Fabricated Metal and Machinery is a target economic sector that has strong growth potential to supply the aerospace and defense and mining sectors that are concentrated in Pima County and Southern Arizona. For Marana and Pima County, opportunities for expanded and new manufacturing operations will increase, especially due to the continued growth and expansion of Raytheon. The fourth target sector, Transportation, Distribution and Logistics, will be fueled by the continued increase in trade between the U.S. and Mexico; the continued growth of the region's population and employment base, most particularly, the manufacturing sector; the eventual opening of Lucid Motors and its supply chain; the opening of the PhoenixMart, as well as with the increased demand nationally for order futfitiment/distribution centers to support on-tine retailers. 19 Marana Regular Council Meeting 03/07/2017 Page 61 of 298 10.INC Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 ............... ............. .......... SECTION 7: MARANA'S EMPLOYMENT CORRIDORS Marana's current General Plan was first ratified in May 2011 and amended in April 2015; the General Plan is comprehensive, providing a sound and reasoned approach to all facets of the community's quality of life; residential,commercial and economic development;open spaces and recreation- educational opportunities* transportation, and the built environment. The vision and goats of the Marana General Plan are laudable, grounded in realism but with great aspiration for the community's future. Within its Economic Vitality section, the General Plan identifies nine activity centers designated for commercial and employment uses. Given Marana's distinctive physical characteristics-most notably the fact that the community is bifurcated by Interstate 10- it is important to integrate the Town's target economic sector opportunities within those planned employment areas that offer the greatest promise for short to mid-term business expansions, new business locations and startups. With its 126+ square mite [and area, as well as a larger, 500 square mite market-serving region, it is essential that Marana focus its precious and limited resources on preparing those areas that can best accommodate firms of all sizes in the four primary target economic sectors that have been identified as having the highest growth potential for its economy and community: Information Technology, Advanced Business Services, Manufacturing, and Transportation, Distribution and Logistics sectors. At present, Marana tacks significant "shoveI. ready or building ready sites", wastewater and other critical infrastructure that is fundamentally crucial to realizing significant employment development. The Town is therefore constrained in terms of being able to accommodate significant concentrations of high quality, career-oriented business and employment opportunities that are consistent with the Marana Town Council's strategic plan, its General plan and this economic development strategy. Through the economic development strategic planning process, four areas in particular have been identified as vital employment corridors - areas that can and should become priority focus areas for public and private sector investment, planning and development for high quality employment and commercial development over the next five years. These employment corridors are consistent with the General Plan's economic activity areas-, howeveG because the focus of the economic development strategy is on base economic sectors and industries, the emphasis here is on those areas that can eventually accommodate significant concentrations of firms in the target economic sectors. Each of these primary employment corridors offers its own distinct tocationat advantages and attributes, as well as 20 Marana Regular Council Meeting 03/07/2017 Page 62 of 298 1O.1NC I Marana,Arizona- Honoring Our Heritage. Hera[ding the Future. I February 20,2017 challenges that will need to be addressed to realize their individual and collective potential for Marana's economic development. These four employment corridors include Downtown Marana, North Marana Gateway, Tangerine Road Corporate Corridor and the Marana Regional Airport. FIGURE 5-, MARANA'S PRIME EMPLOYMENT CORRIDORS Downtown Marana.- Marana's Civic and Community Heart Across the entire wor[d, a community's downtown personifies its window to the world. Downtowns are not only how the world sees a community, they also represent the heart and sout of the people and businesses who call that community home. Downtown is a vital intersection of business, commerce, tourism and cultural exchanges and serves as a fundamental cornerstone for the community's economy and identity. A vibrant and healthy downtown benefits all citizens and businesses of Marana. The Town of Marana has an extraordinary opportunity to create its downtown from the ground up. In Marana's General Plan, Downtown Marana is located within a much larger area that has been designated as a Single Central Business District, which was created by the Marana Town Council in 2008. Hormann Et Associates, one of the nation's leading downtown development consulting practices, was engaged to work with I0.INC and the Town of Marana Government and 21 Marana Regular Council Meeting 03/07/2017 Page 63 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 key downtown stakeholders to assist in guiding the development of a vision and initial implementation plan. All members of the Marana Town Council were interviewed, and a workshop for Downtown Marana stakeholders was convened in December. From that session, ideas were generated and priorities to advance the creation of Downtown Marana were identified. Many of these priority action steps can be achieved at no or tow cost. However, to move forward, significant time on the part of Town Government staff will be required, as will the complete and active engagement of the private sector. Marana should move forward in implementing the following to establish the identity for Downtown Marana and begin to advance its development-. Stage all community-wide events in what is now the Marana Civic Center to begin to reinforce the fact that this is the future location of Downtown Marana. Develop a brand promise for Downtown Marana - not a slogan, but the identification of an authentic vision of what the downtown can and should be and a realistic timeframe for how the downtown will evolve over time. Create a Downtown Marana infrastructure plan and timetable for its implementation-, a shared vision of infrastructure and streetscaping is important not only to encourage development, but also to guiding and sustaining the community's vision for Downtown Marana. Develop design guidelines for Downtown Marana once the brand promise, infrastructure plan and implementation timetable have been devised. Establish a pubtic-private downtown organization to sustain momentum and further solidify the partnership between Town Government and private [and owners and developers. The goat should be to establish a community development corporation that would be vested with the ability to purchase land, facilitate [and swaps and provide development incentives in accordance with local and state laws. Empower the Marana Parks and Recreation Department to ramp up events and initiate the development of a nonprofit events corporation that will eventually create and manage the guidelines for events in Downtown Marana. Over time, the nonprofit corporation can contract with the Town's Parks and Recreation Department to produce events. North Marana 1-10 Corridor Gateway to Marana In Marana's General Plan, North Marana is considered as part of the Town's Single Central Business District and is a large Activity Center that also includes Downtown. For purposes of this economic development strategy, it is recommended that Marana consider its northernmost boundary along the 1-10 corridor as the community's official gateway. Much of the [and located along the 1-10 corridor approaching Marana from the north presently is dedicated to agricultural uses. As the major entry point into Marana, this area needs a dedicated planning and development focus that will establish a clear identity to capitalize on the millions of people who travel along the 1-10 each year. Currently, large employment projects that some envision for the North Marana Gateway area may be impractical because of the relative rural, undeveloped status of [and in this area of the Town, much of which is owned by private property owners. To bring privatety-owned [and holdings to development- ready status for employment that is not yet planned, or is not realistically on the near-to- short term horizon or in Marana's pipeline of projects, is an unreasonable expectation at present because of the enormity of the investment that would be needed on a speculative basis.At the same time, one of the most heavily weighted business location decision factors 22 Marana Regular Council Meeting 03/07/2017 Page 64 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 for both CEOs and site location consultants is the availability of bui[ding-ready or shovel- ready sites. Few companies today invest in greenfield sites for short to mid-range projects, and most have come to expect that the public sector wilt deliver the essential infrastructure required to support their facilities and operations. The potential for the North Marana Gateway Corridor to serve as a major employment corridor is enormous. This area of Marana has prime locationat attributes that will appeal to and accommodate significant concentrations of firms in the Information Technology, Advanced Business Services and Advanced Manufacturing sectors, as well as health care, higher education and other anchor institutions that will provide high paying, high value added and career-oriented jobs. Most assuredly, Marana needs to guard against the pressure for residential uses along this prime corridor. For the near term, however, Marana's emphasis for the North Marana Gateway area should entail.- Ensure that any potential future amendments to the General Plan, as well as any area plans, preserve the [and along the 1-10 in North Marana for the highest quality office, research or advanced manufacturing uses. Develop a program that includes significant public input (design contest) to fund, design and install distinctive gateway monuments at Marana's entry point that will clearly delineate and establish Marana's identity. Marana Regional Airport Corridor As markets continue to grow and access to these markets becomes more important from a business locations standpoint, municipal and regional airports also are becoming increasingly important. Airports and the air access they provide are fundamental underpinnings of a community's competitiveness for economic development. The Marana Regional Airport represents a crucially important dimension of the Town's infrastructure as well as an equally important opportunity to foster economic development and diversify Marana's economy. In 2012, the Federal Aviation Administration published ground-breaking research on the rote of general aviation airports. The study found that general aviation airports serve essential societal needs, ranging from emergency preparedness and response functions to generating and supporting commercial, industrial and economic opportunities, including tourism and destination-oriented activities. The Marana Regional Airport has enormous potential to not only better connect the community with other markets, but to serve as a primary catalyst for economic development. The report also cites that of all private flying in the U.S., 12 percent is comprised of corporate flights using aircraft owned by a business enterprise and piloted by a professional. The Marana Regional Airport already is the destination for these types of flights, and the potential for even more is substantial. In 2016, the Town commissioned an update to the airport's master plan. Several recommendations are forthcoming from this research, including the need to upgrade runways and install an air traffic control tower.Although a significant portion of the [and surrounding the Marana Regional Airport is owned by the Arizona State Land Department, the Town owns approximately 70 acres just outside its fence. This site can be used to spur desirable economic development. To ensure that the Marana Regional Airport is well-positioned to grow according to its master plan and also to realize its potential as a prime economic development catalyst for and concentration of a diverse range of business and economic activity, Marana's plans for this area should include-. 23 Marana Regular Council Meeting 03/07/2017 Page 65 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 • Vigorously pursuing Federal and state funding for airport improvements, including the upgrading of runways and the construction of an air traffic control tower; • Investing in the infrastructure required to bring Town-owned [and to bui[ding-ready status, including water, wastewater, tetecom and roadways, and • Designating a competitive, sufficient marketing budget to assure that the Marana Regional Airport is able to participate jointly with the Marana Department of Economic Development and Tourism in key business and tourism trade shows to promote the Town and the airport. Tangerine Road Corridor.- NextGen Corporate Corridor for Southern Arizona The Tangerine Road employment corridor spans the area from 1-10 and Tangerine Road to Dove Mountain. The [and area immediately adjacent to the 1-10/Tangerine Road interchange already is under development, anchored by the Simon Company's new Tucson Premium Outlet Center. Additional retail, residential and commercial development is planned. The focus of the economic development strategy is on the [and area along Tangerine Road from Dove Mountain to the more commerciatty-oriented development area that is emerging at the interchange. Anchored by the Ritz Carlton and high quality master planned communities proximate to Dove Mountain, the Tangerine Road employment corridor needs to be thoughtfully planned as a premier location of choice for 21 st and 22nd century companies that exist today, and those that will emerge and flourish in the future. Viewed from an employer standpoint, campus-type facilities featuring unimpeded vistas of the area's natural beauty, as well as an abundance of employee, residential and resort- oriented amenities should characterize this region. Envision research and business parks similar to those in the Dattas-Fort Worth Metroplex; Meridian International Business Center in Denver, CO- Alliance, TX; Irvine, CA, or a more modern and better-ptanned version of Chandler's Price Road Corridor. This employment corridor can be a highty-sought after location for both established "trophy" companies - firms that want their signature/togo on their award-winning LEED-certified buildings - as well as enterprises that have yet to be launched but have the potential to be America's next generation of great companies. To ensure that this prime corridor is sufficiently protected for high quality, marquis employers and research and business parks, Marana's plans for this area should include-. • Preservation of open space and vistas-, • Predominance of acreage devoted to employment to accommodate large corporate campuses as well as clustered offices- no manufacturing, heavy industry or warehousing uses or immediately adjacent residential uses-, • Research and business park developments-, • Public recreational amenities - hiking, biking and parks that also have water features; • Watkabte neighborhoods and tocatty-oriented retail including shops, dining, and other amenities-, • Housing diversity- townhomes, condos, apartments, and • Extended stay hotels. 24 Marana Regular Council Meeting 03/07/2017 Page 66 of 298 All ............... MINE o a o a see a 1O.1NC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 Recommended Economic Development Implementation Roadmap "The goal of this economic development strategy is to guide These guiding principles provide the guideposts to Marana to its best economic future, Marana's economic development strategy. Equally capitalizing on its existing assets as important is the unwavering commitment and well as global and national business purposeful action that is needed on the part of and industry trends in economic sectors the MayoG Council and Town Management. That that have the greatest potential to leadership has and continues to be mission critical expand, locate and grow in Marana, to Marana's fiscal, community and economic health Wing high I I prov qual*ty career-or"ented and vitality. It also is important for Marana to 0 galvanize its local, regional and state partners in jobs for the community's residents. championing and supporting the Town's continued growth and prosperity. Fully leveraging and maximizing the resources of Marana's partners, and ensuring that their missions are aligned with the strategic vision and goats of the Marana Town Council, is a fundamental dynamic for tong-term economic development success. The goat of this economic development strategy is to guide Marana to its best economic future, capitalizing on its existing assets as well as global and national business and industry trends in economic sectors that have the greatest potential to expand, locate and grow in Marana, providing high quality career-oriented jobs for the community's residents. Based on the comprehensive research and analysis that serves as the backbone of this economic development strategy, as well as on best practices from throughout the U.S., the recommended implementation roadmap is grounded in time-tested and proven approaches. Marana's economic development endeavors should.- 1. Forge a strong, unified community identity. a. Working with citizens groups, nonprofits, schools and HOAs, institutionalize a Town-wide initiative to champion and promote a singular community identity that Marana residents can embrace. b. Identify and include such citizens groups as the Marana Citizens Forum and others to help develop and implement programs and activities that will serve to strengthen and expand the Town's identity throughout all areas of Marana. c. Galvanize all citizens from throughout all areas of Marana to contribute to an online platform that identifies what they love most about Marana. 2. Fortify Marana's business-friendly business climate. a. Reinforce Marana's commitment to economic development, at all levels and throughout all branches/departments of Town Government. Economic development needs to be a standard business practice and way of life for the Town of Marana - every officer and employee of the Town needs to be an economic developer. b. Maintain Marana's culture of commitment to sustaining and strengthening the Town's economy through Town Council policies and Town Government practices. c. Establish a Town Council Subcommittee on Economic Development to help coordinate, align and support policies and funding decisions that will advance the implementation of Marana's economic development strategy. 26 Marana Regular Council Meeting 03/07/2017 Page 68 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 d. Institute annuat business ctimate surveys to obtain input from Marana's businesses and address areas that may need attention/improvement. 3. Make business retention the top priority for Marana's economic development. a. Institute and maintain a consistent focus on business appreciation, retention and expansion activities. b. Plan and execute Mayorat/Town Councit Business Appreciation visits with Marana's existing employers. c. Position Marana as the "go to" and central point of contact for Marana's existing employers who are seeking to remain, expand and grow in Marana. Engage other Town departments to ensure that they understand and support the rote of the economic development team. d. Convene sector-specific business executives and owners to discuss opportunities and chattenges that are impacting their business operations in Marana. e. Engage business executives and owners in Town deliberations about poticies and programs that impact them. 4. Invest in infrastructure, quality of life and other improvements that will assure Marana's ability to retain., recruit and grow firms and career-oriented jobs in the target economic sectors. a. Leverage Marana's strong sense of self-determination and innovativeness to create new toots that wit[ support basic community and economic development infrastructure. b. Commit to effectively and expeditiously addressing Marana's fundamentat infrastructure chattenges in the Town's primary employment corridors.- i. Downtown Marana ii. North Marana 1-10 Gateway iii. Marana Regionat Airport iv. Tangerine Corporate Corridor c. Work directly with the new Arizona Finance Authority, which inctudes the Arizona Water Infrastructure Finance Authority, to identify potential tow-cost financing opportunities to fund Marana's water, wastewater and drainage needs. d. Identify and cultivate potentiat private-public partnerships that could provide a source of funding for essentiat transportation and wastewater infrastructure. e. Create a private-pubtic downtown development corporation to implement the recommendations of the Downtown Workshop stakeholders; use pubtic and private sector funding to get this organization off the ground. f. Invest in the Marana Regionat Airport and vigorously pursue federat and state funding necessary for a controt tower and other essentiat airport infrastructure. g. Initiate planning for Marana's prime employment corridors and ensure that master plans, sub-area plans and zoning are compatible with and wit[ support the preservation of these areas for employers in the target sectors. h. Prioritize and invest in arts and cultural offerings that wit[ enhance Marana's quatity of tife and sense of community and place. 27 Marana Regular Council Meeting 03/07/2017 Page 69 of 298 1O.1NC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 5. Ensure that Marana's present and future employers will be able to cultivate., retain and attract the talent that they need. a. Inventory, continually monitor, and reaffirm priorities for skiI.I. requirements and workforce shortages that have been identified through visits to existing employers as we[[ as from tocat, county, regional and state workforce devetopment-oriented research. b. Work with the Marana Unified School District and other local and regional educationat institutions to share information, identify and detiver training and education programs necessary to meet the short and longer term talent needs for Marana's employers. c. Work with the Marana Chamber of Commerce to create and implement a "Marana Welcomes You" outreach program to immediately connect with and engage professionat recruits and their spouses in community activities, boards and commissions that are in atignment with their persona[ interests. 6. Advance Marana's participation in the national economic development arena. a. Expand/increase Town funding for economic development resources and associated initiatives; estab[ish a mutti-year budget commitment commensurate with the totat market reach of Marana, and on par with similar competitor communities from within the region and state. b. Commit to developing a strong Marana-only deal-generating pipeline of qualified leads and prospects independently of regional and state economic development organizations. c. Proactivety take the Marana story on the road, visiting with targeted firms, site location consultants, industry and trade organizations and potentiat deat- generating sources.- i. Conduct independent visits to leading commerciat-industriat developers and brokers and site location consultants located in Southern Arizona, Greater Phoenix, and externat markets, including Los Angeles. ii. Participate with Sun Corridor, the ACA, the Arizona Office of Tourism and Visit Tucson in outreach missions to markets in the U.S. and Mexico where there are major concentrations of firms in Marana's target economic sectors. iii. Participate in the annuat and regional meetings of the Internationat Councit of Shopping Centers. iv. Participate in annuat conferences and trade shows of the leading industry associations for Information Technology, Advanced Business Services, Manufacturing and Transportation, Distribution and Logistics. 7. Grow and attract quality firms and jobs - domestic and international - in targeted sectors. a. Information Technology-. Computers; Software; Communications Systems; Healthcare IT b. Advanced Business Services.- Professional and Business Services; Corporate and Divisional HQ; Financial Services; Insurance and Shared Services. c. Manufacturing.- Aerospace; Mining and Supply Chain Opportunities to Mexico. d. Transportation, Logistics and Distribution.- Supply Chain to Centrat and Southern Arizona Manufacturers; Fulfillment Centers; Support for Existing Manufacturers. e. Visitor/Hospitatity Commerce and Trade.- Resorts/Hotets, Retait, Attractions. 28 Marana Regular Council Meeting 03/07/2017 Page 70 of 298 1O.1NC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 8. Create a Marana business location brand. a. Strengthen cottaboration with aU stakeholders who have a vested interest in the success of Marana's economic development and tourism success - tocat, regionat and state. b. Leverage Town investments in tourism and hospitality to ensure that every business executive who visits Marana is educated about the Town's economy and business opportunities. c. Update Marana's website to ensure that timely information is provided to communicate the Marana business image and case for doing business in Marana. d. Develop a pocket card tisting the top ten reasons for locating a business in Marana; distribute these cards to Mayor, Councit, Town management and staff, the Marana Chamber of Commerce and other Marana stakeholders so that everyone is atigned in their messaging about Marana's business climate. e. Invest in and develop a business location brand for the Town of Marana. 9. Adopt indicators and metrics to assess both the Town Government's and economic development department's progress. a. Institute a government-wide annuat performance report card for Marana's economic development. b. Assure accountabitity and transparency by publishing web-based economic snapshots, indicators, and performance metrics as we[[ as through traditionat media and pubtic information venues. c. Institutionalize the performance accountability system,with annuat and potentiatly bi-annuat updates in a pubtic forum to the Marana Town Council. 29 Marana Regular Council Meeting 03/07/2017 Page 71 of 298 10.INC Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 W 11 1 IN;i SECTION 9: MEASURING MARANA'S ECONOMIC DEVELOPMENT PROGRESS Communities throughout the U.S. have increased their emphasis on measuring the impact and value of the sizable investments that they make in their quest to grow and attract jobs, private capital investment and economic diversification. Historically, measuring the performance and value of economic development has been based primarily on quantitative inputs, e.g., jobs created, capex invested, increase in income taxes, etc. Marana, like most municipalities in Arizona and across the nation, uses similar quantitative metrics. A review of the most current research and literature on economic development metrics from authoritative sources, including the International Economic Development Council (IEDC), the International City Management Association (ICMA), and the National Governors Association (NGA), underscores the importance of measuring the impact of public sector investments in economic development. In the last 30 years, economic development has become a we[[-estab[ished profession in the U.S. and increasingly,across the world.White economic development professionals f requent[y are considered as primary catalysts for economic growth in their communities, the fact is that local, county and state governments play the central and outsized rote in fostering economic growth within their domains. There is a multitude of factors and dynamics that influence how and where businesses startup, grow, expand and locate. Governments influence these factors and dynamics - some within and many outside of their direct control. Nonprofits, schools, universities and colleges, small business, major employers, public infrastructure, private finance, housing stock and a broad range of other institutions, services and resources all have an equally important bearing on how a community is perceived and how it fares in the realm of private sector job creation and capital investment decisions. It is government, however, that creates the business climate for its community through tax and regulatory policies and through general attitudes. Every member of a government- whether elected, appointed or staff - has a direct role in economic development. This is an indisputable fact for all communities, including Marana. To measure the impact and benefits of economic development, many states and communities across the nation are adopting more expansive metrics to assess their public investments in building their economies. Identifying realistic economic development metrics for the Town of Marana's economic development initiatives needs to align with the Marana Town 30 Marana Regular Council Meeting 03/07/2017 Page 72 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 Council's strategic plan and the economic development strategy. The metrics also need to more realistically reflect the qualitative aspects of Marana's work in economic development. Generally, there are four primary groups of measures that are utilized universally in economic development-. Economic Development; Economic Development Strategy; Business Climate, and Community Devetopment/Quatity of Life metrics. Specific data points for each of these groupings of economic development measures are delineated, and are consistent with best practices identified by the I EDC, 1CMA and NGA.The Town of Marana's management leadership should review all of these metrics and consider creating a dashboard that would provide accurate data published annually to present a basis for tracking how the community is faring in terms of the factors that are mission critical to retaining, recruiting and growing high quality, career-oriented businesses. Economic development is not the sole responsibility of the Town's Department of Economic Development and Tourism. Accordingly, the Business Climate metrics and the Community Devetopment/Quatity of Life metrics are the primary responsibility of the Marana Town Council,Town Management and all Town departments. Those metrics are found in Appendix A. Economic Development Metrics Tourism and Hospitality Metrics Number of visitors Business Retention and Expansion Metrics Hotel occupancy rates Business Attraction and Marketing Metrics Hotel vacancy rates Tourism and Hospitality Metrics Hotel room nights sold Economic impact of visitor hotel room nights Business Retention and Expansion Metrics Hotel tax dollars paid Number of accommodations-hotels, motels, BF±Bs Number of local businesses visited with high Number of businesses in the tourism sector level, private-public sector delegations Number of new visitors to the community Number of businesses expanded Average length stay for tourists/visitors Number of businesses retained Growth in tourism spending per visit Number of jobs retained (full time, part time, Number of tourism packages developed and contract, seasonal) presented Number of businesses assisted (type of Number of tourism packages successfully closed assistance) Activities executed to support "Buy Local" campaigns Business Attraction and Marketing Metrics Businesses attracted to the region (number and representation across target sectors) Number of jobs attracted (full time, part time, contract and seasonal) Total number and value of new development projects facilitated/assisted New investment attracted/facilitated (overall, per project, public vs. private, ROI) Increases in tax revenue/base growth Wages/salaries of jobs attracted (overall average) Incentives awarded (if any)and ROI Number of prospect visits for business attraction Number of active prospects in the pipeline Increase in number of leads and prospects Number of leads converted to bona fide prospects Percent of prospects locating in the community Source of leads and prospects (self-generated vs. external from state, brokers, etc.) 31 Marana Regular Council Meeting 03/07/2017 Page 73 of 298 do do do do 44*11�PMGJ INFAI-714 ELIO dog dog do do do w do do 14 Y'M Mae, M tan,", "ap ,ow, 10.INC Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 .................. Bill, SECTION 10: MOVING FORWARD: NEXT STEPS FOR MARANA'S ECONOMIC DEVELOPMENT Key Cons idera tions for Moving Forward The Town of Marana enjoys an outstanding reputation for being forward-thinking, ambitious and aggressive in pursuing and realizing its community and economic development goats. Marana has benefited enormously from the stability and continuity brought by multiple years of service from its Mayor, Town Councitmembers and Town Manager. Even during the Great Recession of 2007-2009, Marana was able to continue its operations, deliver quality services to its residents and achieve economic and population growth - no small feat considering the impact of this period on the State of Arizona. Southern Arizona - primarily Pima County - realized stronger economic growth in 2016 and projections for 2017 show that the region will continue to experience positive trends in business and employment growth. As well, the State of Arizona has and will continue to experience strong economic growth in the next several years (barring another national economic recession). Marana stands to benefit substantially from this projected economic growth, and is in the enviable position of being able to be more selective about how it will achieve its own economic development goats. The Town needs to be prepared to align its economic development investments and efforts with the overarching goal of this economic development strategy.* to guide Marano to its best economic future, capitalizing on its existing assets as well as global and national business and industry trends in economic sectors that have the greatest potential to expand, locate and grow in Marano, providing high quality career-oriented jobs for the community"s residents. Although Marana for the most part has achieved its growth and prosperity with a nominal investment in its Economic Development and Tourism Department, to propel the community forward in an increasingly competitive economic development arena, Marana will need to invest more. Collaboration with Partners Every successful economic development department or organization has a well-developed network of mutually beneficial partnerships. No single organization can effectively capitalize 1 33 Marana Regular Council Meeting 03/07/2017 Page 75 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 on the broad range of opportunities and or address the many challenges that will present themselves over time. For Marana, it is important to strengthen existing partnerships as well as expand relationships, collaboration and cooperation with regional and state partners to realize the Town's ambitious economic development goals. MARANA'S ECONOMIC DEVELOPMENT ECOSYSTEM v-4111 oNc 41,clocl row/7 ,N\,9 ge r oo� St nt et Off A 0- r) co Zr "�D co, ox- Local Businesses Marana Chamber of Commerce-, The Town should work with the Chamber to help the organization develop the capability to serve as the primary "go-to" organization in Marana for small business development and assistance, as well as support the Chamber in instituting a "Marana Welcomes You" program for newty-tocating professionals and their trailing spouses who are moving to Marana. Visit Tucson-, Marana has invested in building its own tourism program as part of its broader economic development functions. This initiative is important, as every community needs to 34 Marana Regular Council Meeting 03/07/2017 Page 76 of 298 1O.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 drive its own agenda and destiny.At the same time, Marana would benefit from participating in Visit Tucson's program of work. The regional effort has more resources, a higher national profile and can create a pipeline of potential business and professional conferences and events that would be more costly and challenging for Marana to do on its own. Sun Corridor-, The Town's relationship with this important regional economic development organization should be strengthened and formalized with an investment. On an informal basis, Marana enjoys a very positive relationship with Sun Corridor staff. The Town Government should have a seat at the table as a member of Sun Corridor's Board of Directors, and be an encouraging and active participant in the region's marketing initiatives - nationally and eventually, internationally. Arizona Commerce Authority:Marana could greatly benefit f rom a cioserworking relationship with the ACA, especially in terms of its marketing and outreach, joint advertising and other programs. This will require an adequate budget to enable Marana to take advantage of these state-sponsored opportunities. Other Partners-, Other regional and statewide business and economic devetopment-retated organizations also provide a beneficial opportunity for Marana to leverage its resources in economic development and tourism, white building the capacity to create its own deal- generating pipeline of prospects. A stronger and higher-profite regional and statewide engagement on the part of Marana should be considered in groups such as the Arizona Technology Council, Startup Tucson and Arizona Small Business Association. Each of these statewide organizations has a major office/presence in Southern Arizona. Additionally, continuing to strengthen Marana's relationship with the Arizona Office of Tourism would be beneficial in advancing the community's tourism promotion initiatives. IM 35 Marana Regular Council Meeting 03/07/2017 Page 77 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. I February 20,2017 APPENDIX A Business Climate Metrics Technology and Innovation Metrics )> Access to broadband internet Business-government relations Number of commercial Internet domain names Ratings of the business climate among local Digitization of local and county government businesses (online applications for business licenses, etc.) Ease of doing business(average number of days to obtain permits, average cost of opening a Real Estate: Housing Metrics business, average number of days to open a business) Affordability of housing Satisfaction rating of public services/facilities in Home ownership rates vs. renter rates the community Cost of living Increased diversity of businesses in the economy Property values(residential vs. commercial) Cost of doing business locally vis-a'-vis the region Ratio of housing to income Local tax rates Average monthly rental Housing conditions Community DevelopmentlQuality of Quality of Life Metrics Life Metrics Median/average household incomes Net worth and disposable income Talent/Workforce Characteristics Metrics Per capita income Technology and Innovation Metrics Per capita income of households Business Climate Factors Metrics Healthcare (number of hospitals, quality of Quality of Life Metrics healthcare offered, options for elderly care, Environmental Metrics disabled and other special populations) Real Estate: Commercial and Industrial Use Population diversity Metrics Access to sports and recreation Total and per capita expenditures on arts and Talent/Workforce Characteristics Metrics culture (museums, parks, etc.) Cost and availability of child care services Employment by sector and industry Park space inventory and proximity to residential Number of qualified workers for specific jobs and areas sectors Number of celebrations and festivals in Job openings per sector community and number of attendees Educational attainment(HS, some college, Walkability of the community bachelor's degree and higher) Volunteerism Percentage of college educated workers and Voting rates number of degrees granted (certificates, 2, 4 and graduate degrees) Transportation and Public Transit Metrics Percentage of college educated residents and number of degrees awarded (2, 4 and graduate Average commute times degrees) Travel times to other communities and Labor and training needs in the community(full- employment centers part time employees, average wage rates, skill Access to mass transit levels of work force, annual turnover rate, etc.) Reliability and accessibility of public transit Unemployment rate Transit service coverage and density Labor force participation rate Cost of public transportation Average earnings per jobs Percent of population using public transportation Wage growth (changes in average wages and Bicycle and pedestrian networks salaries) Percent of population carpooling to work School enrollment P-20 Highway accessibility High school and college dropout rates Population served in one-day trucking route Teacher- pupil ratio in K-12 schools Air access Adult literacy rates 36 Marana Regular Council Meeting 03/07/2017 Page 78 of 298 10.INC I Marana,Arizona- Honoring Our Heritage. Heralding the Future. February 20,2017 Environmental Metrics Planned environmental improvements Cropland value Water quality and availability Air quality Preservation of farmland, natural habitats and open spaces Per capita water use Real Estate:Commercial and Industrial Use Metrics Availability of shove[-ready and certified sites (number, acreage, zoning, infrastructure, etc.) Number and value of redevelopment projects Vacancy and absorption rates- retail, commercial, industrial Average value of commercial property Number of new building permits issued Change in property valuation over time Diversity of financing methods used for new developments (tax credits, leases, public use bonds, etc.) 37 Marana Regular Council Meeting 03/07/2017 Page 79 of 298 "ARM, ........... Marana Regular Council Meeting 03/07/2017 Page 80 of 298 00 CY) C%4 4- 0 LAW 00 ca C)l ff mad Ul US c US u jj *on 0 Lamm to L. ILI. 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CA CA 4-J >% C: Ul z ONE= 0 0 4-j 0 LU tA C: = ce E tA r CO W w u > 0 w u MEMO c 0 C: E j LU Ln LU Q� tA E CY 0 r*4 00 CY) C%4 4- 0 C%4 C) Rs T- (D E (ts LIZ 4. Q. o 0 Fmm E ........... toll, 4-J 5 'mate Ou ice c 'Moo; Ln CD r,4 LLM CD r�4 0 ice d� 14D umi UmJ ::E 0 a a CL CD N E rl- CD CD o Ice 0 L) +J 0 z Ice 0 00 CY) C%4 4- 0 c1r) C) T— (D LIJ u u 4-J Ln 0 co E z 0 Ln z 4-J LA 0 0 4- 0 Ln in 0 co 00 IA (1) U 0� 1 0 so 4- z A"'Raw", 0 0 fu E CD 8 0 **D m Li .2 C) ar.00 CD N rl— CD (M C: 4-0 0 a) C: :3 0 L) d) C: MARANA AZ E STAB L I S H ED 1977 Council-Regular Meeting A2 Meeting Date: 03/07/2017 To: Mayor and Council From: Erik Montague, Finance Director Date: March 7, 2017 Strategic Plan Focus Area: Progress & Innovation Subject: Resolution No. 2017-018; Approving the sale and execution and delivery of not to exceed in total $46,000,000 aggregate principal amount of pledged excise tax revenue obligations, in one or more series, and pledged excise tax revenue refunding obligations, obligations of each series evidencing a proportionate interest of the owners thereof in a third purchase agreement; approving the form and authorizing the execution and delivery of such purchase agreement, a third trust agreement; approving the form and authorizing the execution and delivery of such purchase agreement, a third trust agreement, an escrow trust agreement, a continuing disclosure undertaking, an obligation purchase contract and other necessary agreements; adopting a post-issuance tax compliance and continuing disclosure compliance procedures in connection with issuance of obligations of the Town; delegating authority to the Mayor, Manager and Finance Director of the Town to determine certain matters and terms with respect to the foregoing; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by this resolution and declaring an emergency (Erik Montague) -------------------------------------------------------------------------------------------------------------------------------------------------------------- Discussion: Town staff has been preparing for the sale of excise tax revenue and revenue refunding obligations (the "Obligations") with the Town's bond counsel, Michael Caftso of Greenberg Traurig, underwriter Mark Reader of Stifel Nicolaus & Company, and underwriter's counsel Tim Pickrell with Squire Patton Boggs. The primary purposes of the Obligations are to fund the expansion of the Water Reclamation Facility from its current capacity to 1.5M gallons per day and to refinance higher-interest 2008 Series bonds which were used for the construction of the various road, park and sewer projects. A draft Preliminary Official Statement (the "POS") for the Obligations which is the subject of the Resolution being considered is provided as backup material in connection with this agenda item to allow the Mayor and Council members an opportunity to review and return questions or Marana Regular Council Meeting 03/07/2017 Page 104 of 298 comments. The POS is required by the rules of the Securities and Exchange Commission ("SEC") before the Obligations can be purchased by an underwriter; a version of the POS, revised to reflect the result of the sale of the Obligations, will be sent to prospective purchasers in connection with sale of the Obligations. The POS must not contain any untrue statement of a material fact or omit to state a material fact required to make the statements therein not misleading. The POS has been assembled using information that is typically included in an Arizona municipality's preliminary official statement, is currently in draft form and will be reviewed and edited by Town officials and members of the group working on the sale and issuance of the Obligations before it is sent to potential investors. However, content of the POS is the sole responsibility of the Town, and statements by SEC officials in recent years have clarified that participation by Mayor and Council members in review of the POS is reguired. Members should focus on 0 the information about the Town and specifically fin an cially-related matters in this regard. Please return any guestions or comments on the POS to Erik Montague bj March 13, 2017. Other backup documents provided with this agenda item and associated with the Obligations include the current drafts of the purchase agreement, trust agreement with Zion Bank, and the Obligation Purchase Agreement with Stifel Nicolaus. If adopted, the Resolution proposed for adoption by this item will authorize the Mayor and Town staff to prepare, finalize, and execute the various documents and undertake all necessary and prudent actions related to the sale of the Obligations. Financial Impact: If approved, this item will obligate the Town to pay a principal amount of up to $45,000,000, and a probable actual amount of approximately $23,000,000, over a 25-year period. About $22,000,000 of this amount will refund existing higher-interest 2008 Series bonds. The repayment term for the refunded bonds will not be extended. Staff Recommendation: Staff recommends approval of Resolution No. 2017-018. Suggested Motion: I move to adopt Resolution No. 2017-018. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Resolution No. 2017-018 Third Purchase Agreement Third Trust Agreement Escrow Trust Agreement Preliminary Official Statement Obligation Purchase Contract Policies and Procedures for Tax-Advantaged Obligations Procedures for Compliance with Obligations Under Continuing Disclosure Undertakings Marana Regular Council Meeting 03/07/2017 Page 105 of 298 MARANA RESOLUTION NO. 2017-018 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF TOWN OF MARANA, ARIZONA, APPROVING TBE SALE AND EXECUTION AND DELIVERY OF NOT TO EXCEED IN TOTAL $46,000,000 AGGREGATE PRINCIPAL AMOUNT OF PLEDGED EXCISE TAX REVENUE OBLIGATIONS, IN ONE OR MORE SERIES, AND PLEDGED EXCISE TAX REVENUE REFUNDING OBLIGATIONS, OBLIGATIONS OF EACH SERIES EVIDENCING A PROPORTIONATE INTEREST OF TBE OWNERS THEREOF IN A THIRD PURCHASE AGREEMENT; APPROVING THE FORM AND AUTHORIZING TBE EXECUTION AND DELIVERY OF SUCH PURCHASE AGREEMENT, A THIRD TRUST AGREEMENT, AN ESCROW TRUST AGREEMENT, A CONTINUING DISCLOSURE UNDERTAKING, AN OBLIGATION PURCHASE CONTRACT AND OTHER NECESSARY AGREEMENTS; ADOPTING A POST-ISSUANCE TAX COMPLIANCE AND CONTINUING DISCLOSURE COMPLIANCE PROCEDURES IN CONNECTION WITH ISSUANCE OF OBLIGATIONS OF THE TOWN; DELEGATING AUTHORITY TO THE MAYOR, MANAGER AND FINANCE DIRECTOR OF TBE TOWN TO DETERMINE CERTAIN MATTERS AND TERMS WITH RESPECT TO THE FOREGOING; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO TBE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION AND DECLARING AN EMERGENCY WHEREAS, the Mayor and Common Council of the Town of Marana, Arizona (the "Tow-if have determined (i) to finance the costs of improvements to certain wastewater treatment facIties for the Town and (�) to refinance the lease purchase of extensions and additions to the sewer lines and interceptors in Sil�erbeff Road and to the Towds Airport, extensions and improvements to Camino de Marana and Dove Mountain Roads and improvements to Cortaro Sil�erbeff District Park as weff as other sewer, transportation and park projects (collectively, the "Projects'), by entering into a Third Purchase Agreement, to be dated as of the first day of the month of the dated date of the hereinafter described Obligations established as provided herein (the "Purchase Agreement"), with a bank authorized to exercise trust powers in the State of Arizona, appointed as provided herein, as trustee (the "Trustee"), in its separate capacity as "Seller"; and WHEREAS, in connection with the Purchase Agreement, the Mayor and Common Council of the Town have deemed it necessary and desirable to provide for the sale and execution and delivery of pledged excise tax revenue obligations, in one or more series, and pledged excise tax revenue refunding obligations, provided for by this Resolution (collectively, the "Obligations'), evidencing proportionate interests of the owners of the Obligations * payments to be made by the Town to the Trustee pursuant to the Third Trust Agreement, to be dated as of the first day of the month of the dated date of the Obligations (the "Trust Marana Resolution No.2017-018 Marana Regular Council Meeting 03/07/2017 Page 106 of 298 Agreement"), between the Trustee and the Town, such payments to be made pursuant to the Purchase Agreement; and WHEREAS, the payments represented by the Obligations will be secured by amounts received under the Purchase Agreement pursuant to which the Town will pledge Excise Tax Revenues and State Shared Revenues (as such terms are defined in the Trust Agreement); and WHEREAS, pursuant to the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code'), and the regulations promulgated thereunder (hereinafter referred to as the "Regulations'), issuers of obligations, the interest on which is intended to be excludable from the gross income of the owners thereof for federal income tax purposes (hereinafter referred to as "Tax-Exempt Obligations'), are required to establish policies and procedures to ensure compliance with the applicable provisions of the Code and the Regulations; and WHEREAS, the Mayor and Conunon Council of the Town hereby determine that procedures should be adopted in order to ensure that Tax-Exempt Obligations issued by the Town comply with the provisions of the Code and the Regulations (hereinafter referred to as the "Tax Compliance Procedures"); and WHEREAS, pursuant to Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (hereinafter referred to as the "Rule"), Participating Underwriters (as defined in the Rule) are required to reasonably determine that issuers have entered into written undertakings to make ongoing disclosure in connection with offerings of obligations to investors subject to the Rule; and WHEREAS, the Mayor and Conunon Council of the Town hereby determine that procedures should be adopted in order to document practices and describe various procedures for preparing and disseminating such ongoing disclosure for the benefit of the holders of the Town's obligations and to assist the Participating Underwriters in complying with the Rule and such written undertakings (together with the Tax Compliance Procedures, hereinafter referred to as the "Procedures"); and WHEREAS, there have been presented to the Mayor and Common Council of the Town at the meeting at which this Resolution is being adopted (1) the proposed form of the Purchase Agreement; (2) the proposed form of the Trust Agreement; (3) the proposed form of the Escrow Trust Agreement, to be dated as of the first day of the month of the dated date of the Obligations (the "Escrow Trust Agreement"), between the Trustee in its separate capacity as Escrow Trustee (the "Escrow Trustee"), and the Town, for the establishment of an escrow to refinance a portion of the Projects; (4) the proposed form of the Undertaking; (5) the proposed form of the Obligation Purchase Contract, to be dated the date of the sale of the Obligations (the "Purchase Contract"), by and between the Town and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), for the purchase of the Obligations; (6) the proposed form of the Preliminary Official Statement, to be dated the date of the dissemination thereof (the "Preliminary Official Statement"), relating to the Obligations, which, as to be revised after the sale of the Obligations, shall constitute the Official Statement, to be dated the date of sale of the Marana Resolution No.2017-018 Marana Regular Council Meeting 03/07/2017 Page 107 of 298 Obligations (the "Official Statement'), relating to the Obligations and (7) the proposed form of the Procedures; and WHEREAS, financing and refinancing of the costs of the Projects pursuant to the Purchase Agreement is in furtherance of the purposes of the Town and in the public Interest; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA,ARIZONA, THAT: Section 1. (a) The execution and delivery of the Obligations by the Trustee is approved. (b) The Manager or Finance Director of the Town are each authorized to determine on behalf of the Town: the identity of the Trustee and the Escrow Trustee; the series name and designation of each series of the Obligations; the date the Obligations are to be sold to the Underwriter; the aggregate principal amount of each series of the Obligations which are to be executed and delivered but not to exceed for all series the total aggregate principal amount of $46,000,000; the date the Obligations are to be dated; the dates on which interest on the Obligations is to be payable and the interest rates per annum the Obligations are to bear; the dates the Obligations are to mature but not later than thirty (30) years from the date of the execution and delivery of the Obligations, the principal amounts to mature on such dates and the provisions for redemption thereof in advance of such dates; the obligations to be refinanced with proceeds of the sale of the Obligations and the exercise of prepayment and redemption provisions with respect thereto and the teras upon which the Obligations are to be sold to the Underwriter (including determinations of price, original issue discount and premium and underwriting compensation); provided, however, that the foregoing determinations shall not result in the yield on the Obligations, as calculated in accordance with Section 148 of the Code exceeding four and three-quarters percent (4.75%). (c) The Manager and Finance Director of the Town are further each authorized to determine on behalf of the Town whether the purchase of an insurance policy securing payment of the Obligations or a surety bond or other reserve fiend guaranty which Would be a "qualified guarantee" for purposes of the Code would be advantageous to the Town or the teras of the financing represented by the Obligations. The Manager and Finance Director of the Town are each authorized to negotiate with and secure, with proceeds of the Obligations or otherwise, such an insurance policy or a reserve fiend guaranty, or both, from one or more Institutions, the claims-paying ability of which are then assigned one of the two highest rating categories by a nationally recognized credit rating agency. The Mayor, Manager and Finance Director of the Town are each authorized to execute and deliver any instruments or documents necessary in connection with the purchase of any such insurance policy and/or reserve fiend guaranty, including those nuking provision for the repayment of amounts advanced by the institutions issuing such insurance policy and/or reserve fiend guaranty. (d) The forms and other teras of the O b ligations, including the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption and number shall be as set forth in the Trust Agreement and are approved. Marana Resolution No.2017-018 Marana Regular Council Meeting 03/07/2017 Page 108 of 298 (e) The Procedures are hereby adopted to establish policies and procedures related to the purposes set forth in the Recitals hereto. The right to use discretion as necessary and appropriate to make exceptions or request additional provisions with respect to the Procedures as may be determined is hereby reserved. The right to change the Procedures from time to time, without notice, is also reserved. Section 2. The Obligations are to be sold to the Underwriter pursuant to the terms of the Purchase Contract as such terms are to be determined as provided hereinabove. Section 3. The form, terms and provisions of the Purchase Agreement, the Trust Agreement, the Escrow Trust Agreement, the Undertaking and the Purchase Contract, in substantially the forms of such documents (including the Obligations and other exhibits thereto) presented at the meeting of the Mayor and Common Council of the Town at which this Resolution is being adopted are approved, with such final provisions, insertions, deletions and changes as determined as provided hereinabove and shall be approved by the Mayor of the Town, any other member of the Council, and, in the case of the Purchase Contract, the Manager or Finance Director of the Town, the execution of each such document being conclusive evidence of such approval, and the Mayor of the Town or any other member of the Council and, in the case of the Purchase Contact, the Manager or Finance Director of the Town, or the Clerk of the Town, where applicable, are authorized and directed, for and on behalf of the Town, to execute and deliver and attest or approve the Purchase Agreement, the Trust Agreement, the Escrow Trust Agreement, the Undertaking and the Purchase Contract and to take all action to carry out and comply with the terms of such documents. Section 4. The distribution of the Preliminary Official Statement by the Underwriter is approved, and the Official Statement in substantially the form of the Preliminary Official Statement, with such changes or revisions therein from the form of the Preliminary Official Statement as may be approved by the Mayor of the Town or any other member of the Council executing the same, is approved, and the Mayor of the Town or any other member of the Council is authorized, empowered and directed, in the name and on behalf of the Town, to execute and deliver the same to the Underwriter and to execute and deliver instruments confinning that the Preliminary Official Statement is "deemed final" in accordance with Securities and Exchange Commission Rule 15(c)2-12. Section 5. The Trustee (including in its separate capacities as Seller and Escrow Trustee) is requested to take any and all action necessary in connection with the execution and delivery of the Purchase Agreement, the Trust Agreement, the Escrow Trust Agreement, the Undertaking and the Purchase Contract and the sale and execution and delivery of the Obligations and is further authorized and directed to take such action as may be reasonable for the administration of the trusts so held by it. Section 6. The covenants and agreements contained the Purchase Agreement as to the pledge of and the lien on Excise Tax Revenues and State Shared Revenues and the restriction on the issuance of further parity obligations secured by Excise Tax Revenues and State Shared Revenues are approved and confirmed. Marana Resolution No.2017-018 Marana Regular Council Meeting 03/07/2017 Page 109 of 298 Section 7. The Mayor, the Manager, the Finance Director and other officers of the Town, on behalf of the Town, are authorized and directed, without further order of the Mayor and Common Council of the Town, to do all such acts and things and to execute and deliver all such certificates, proceedings, agreements and other documents as may be necessary or convenient to be executed and delivered on behalf of the Town, to evidence compliance with, or further the purposes o� all the terms and conditions of this Resolution and the consummation of the transactions contemplated by the Preliminary Official Statement and the Official Statement and as may be necessary to carry out the terms and intent of this Resolution. Section 8. All actions of the officers and agents of the Town which conform to the purposes and intent of this Resolution and which further the sale and execution and delivery of the Obligations as contemplated by this Resolution, whether heretofore or hereafter taken, are ratified, confirmed and approved. Section 9. If any section, paragraph, clause or phrase of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or phrase shall not affect any of the remaining provisions of this Resolution. All orders, resolutions and ordinances or parts thereof inconsistent herewith are hereby waived to the extent only of such inconsistency. This waiver shall not be construed as reviving any order, resolution or ordinance or any part thereof. Section 10. The kunediate operation of the provisions of this Resolution is necessary for the preservation of the public peace, health and safety, particularly to irrnmediately sell the Obligations to secure the best, available economic terms therefor, and an emergency is hereby declared to exist, and this Resolution will be in full force and effect from and after its passage by the Mayor and Common Council of the Town and it is hereby excepted from the referendum provisions of the Constitution and laws of the State of Arizona. After any of the Obligations are delivered by the Trustee to the Underwriter and upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Obligations and the interest and premium, if any, thereon shall have been fully paid, cancelled and discharged. [Remainder of page left blank intentionally.] Marana Resolution No.2017-018 Marana Regular Council Meeting 03/07/2017 Page 110 of 298 PASSED AND ADOPTED by the Council and approved by the Mayor of the Town of Marana, Arizona, this 7th day of March, 2017. ................................................................................... Mayor ATTEST: ........................................................................ Town Clerk APPROVED AS TO FORM: ........................................................................ Town Attorney PHX 33239328 l v2 Marana Resolution No.2017-018 Marana Regular Council Meeting 03/07/2017 Page 111 of 298 CERTIFICATION I hereby certify that the foregoing Resolution No. ............... was duly passed and adopted by the Mayor and Conmlon Council of the Town of Marana, Arizona, at a regular meeting held on the 7th day of March, 2017, and the vote was .......... ayes and .......... nays. .................................................................................... Town Clerk Marana Resolution No.2017-018 Marana Regular Council Meeting 03/07/2017 Page 112 of 298 DRAFT 02/23/17 03/02/17 THIRD PURCHASE AGREEMENT by and between ZIONS BANK,A DIVISION OF ZB,NATIONAL ASSOCIATION as Seller and THE TOWN OF MARANA,ARIZONA, as Purchaser Dated as of 112017 Marana Regular Council Meeting 03/07/2017 Page 113 of 298 TABLE OF CONTENTS Pie Section1. Term and Payments.....................................................................................................2 Section 2. Pledge; Limited Obligations. ......................................................................................3 Section 3. Surplus and Deficiency of Revenues from Excise Taxes and State Shared Revenues...................................................................................................................4 Section 4. Parity Lien Obligations...............................................................................................4 Section 5. Town Control over Revenue Collection.....................................................................4 Section 6. Certain Matters with Respect to Projects....................................................................5 Section7. Providing for Payment................................................................................................6 Section8. Term of Agreement.....................................................................................................6 Section 9. Default; Remedies Upon Default................................................................................6 Section10. Assignment. ................................................................................................................8 Section 11. Federal Law Provisions...............................................................................................8 Section 12. Covenant as to Conflict of Interest; Other Statutory Restrictions ............................12 Section13. Miscellaneous. ..........................................................................................................13 Marana Regular Council Meeting 03/07/2017 Page 114 of 298 THIRD PURCHASE AGREEMENT THIS THIRD PURCHASE AGREEMENT, dated as of 11 2017 (this "Agreement"), by and between THE TOWN OF MARANA, ARIZONA, a municipal corporation under the laws of the State of Arizona ("Town"), as purchaser hereunder, and ZIONS BANK, A DIVISION OF ZB, NATIONAL ASSOCIATION, a national banking association ("Trustee"), in its capacity as trustee under the Third Trust Agreement, dated as of even date herewith (the "Trust Agreement"), by and between Trustee and Town and seller hereunder, WITNESSETH: WHEREAS, the Mayor and Common Council of Town have determined that it will be beneficial for the citizens of Town for Town to finance the costs of the New Projects (as such term and all other undefined terms used herein are defined in the Trust Agreement) and refinance the costs of the Existing Projects; and WHEREAS, for purposes of financing the costs of the New Projects and refinancing the costs of the Existing Projects, the Mayor and Common Council of Town requested that Trustee sell and execute and deliver the New Money Obligations and the Refunding Obligations, respectively, and the Trustee has, as provided in the Trust Agreement, caused deposits to be made to the Acquisition Fund, the Costs of Issuance Fund and the Payment Fund and amounts to be transferred to the Escrow Trustee; and WHEREAS, Town is a municipal corporation duly incorporated and validly existing under the laws of the State; the Constitution and the laws of the State authorize Town to enter into this Agreement and the transactions contemplated by this Agreement; Town has duly authorized and executed this Agreement; this Agreement is a lawful, valid and binding obligation of Town, enforceable against Town in accordance with its terms; all required procedures for execution and performance of this Agreement, including publication of notice, public hearing or competitive bidding, if applicable, have been or will be complied with in a timely manner; the Payments will be paid when due out of funds which are legally available for such purposes; neither the execution and delivery of this Agreement or the Trust Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Town is now a party or by which Town is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Town; Town has disclosed in writing to Trustee all facts that do or will materially adversely affect the properties, operations or financial condition of Town and that any financial statements, notices or other written statements provided by Town to Trustee pursuant hereto will not contain any untrue statement of a material fact or omit any material fact necessary to make such statements or information not misleading and the Projects comply with all applicable environmental laws, rules and regulations (including, without limitation, all federal, state and local laws) and with Title III of the Americans with Disabilities Act and the regulations issued thereunder by the United States Department of Justice concerning accessibility of places Marana Regular Council Meeting 03/07/2017 Page 115 of 298 of public accommodation and commercial facilities if and to the extent such Act and regulations apply to the Proj ects; and WHEREAS, Trustee has full legal authority and is duly empowered to enter into this Agreement and has taken all actions necessary to the execution and delivery hereof; NOW THEREFORE, PURSUANT TO LAW AND FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER CONTAINED, IT IS HEREBY AGREED AS FOLLOWS: Section 1. Term and Payments. (a) Trustee hereby sells and conveys to Town, and Town hereby buys and accepts from Trustee, the New Projects. In order to refinance the costs of the Existing Projects which have not been paid to date pursuant to the terms hereof, Town sells and conveys any interests it has in the Existing Projects to Trustee, without warranty, for the sum of$10.00 and other valuable consideration had and received. For the amounts payable pursuant hereto (including the Payments), Trustee in turn hereby sells and conveys back to Town, without warranty, and Town hereby purchases from Trustee, any interests Trustee has in the Existing Projects. (Town acknowledges that the right of Trustee to sell the Existing Projects arises out of the deposit for the benefit of Town with the Escrow Trustee and that Town is receiving good and valuable consideration from both such sales.) (b) Trustee shall have no further obligation to provide funds for the Projects, and Town shall be entitled to sole and exclusive possession of the Projects. (c) As the purchase price, Town shall pay the Payments to Trustee. (The Interest Portion is interest for purposes of the Code.) This Agreement shall be deemed and construed to be a "net purchase agreement," and the Payments shall be an absolute net return to Trustee, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. Town shall further also pay to Trustee its fees and expenses in accordance with the provisions of the Trust Agreement. Town shall further also pay all amounts necessary for compliance with the Continuing Disclosure Undertaking. (d) The obligation of Town to pay the amounts described in paragraph (c) hereof (including the Payments) from the sources described herein and to comply with the other provisions hereof shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, abatement, counterclaim, or recoupment arising out of any breach by Trustee of any obligation to Town or otherwise, or out of indebtedness or liability at any time owing to Town by Trustee. Until such time as all of the payments described in paragraph (c) hereof (including the Payments) shall have been fully paid or provided for, Town (i) shall not suspend or discontinue the same, (ii) shall comply with the other provisions hereof and (iii) shall not terminate this Agreement for any cause, including, without limiting the generality of the 2 Marana Regular Council Meeting 03/07/2017 Page 116 of 298 foregoing, failure of Trustee or any other person to acquire the Projects, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Projects or the taking by eminent domain of title to or temporary use of any or all of the Projects, commercial frustration of purpose, abandonment of the Projects by Town, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section shall be construed to release Trustee from the performance of any of the agreements on its part herein or in the Trust Agreement contained and in the event Trustee shall fail to perform any such agreements on its part, Town may institute such action against Trustee as Town may deem necessary to compel performance so long as such action does not abrogate the obligations of Town contained in the first sentence of this paragraph. (e) Any of the payments described in paragraph (c) hereof(including the Payments) due on a day which is not a Business Day may be made on the next Business Day and will be deemed to have been made on the date due. (f) Amounts payable to Trustee shall be paid by the means specified in writing to Town. Section 2. Pledge; Limited Obli ations. (a) Excise Tax Revenues and State Shared Revenues are hereby irrevocably pledged by Town to the payment of all amounts described in Section 1(c) hereof (including the Payments), and payments of such amounts shall be secured by a paramount and first lien on and pledge of Excise Tax Revenues and State Shared Revenues on parity with the pledge and lien hereby granted by Town for the payment and security of the First Purchase Agreement, the Second Purchase Agreement and any Additional Revenue Obligations. Town shall make said payments from Excise Tax Revenues and State Shared Revenues (first making the Payments and thereafter making the other required payments). All of such payments are coequal as to the pledge of and lien on Excise Tax Revenues and State Shared Revenues and share ratably, without preference, priority or distinction, as to the source or method of payment from Excise Tax Revenues and State Shared Revenues or security therefor. (b) Town shall remit to Trustee from Excise Tax Revenues and State Shared Revenues all amounts due under this Agreement in the amounts and at the times and for the purposes as required herein. The obligation of Town to make payments of any amounts due under this Agreement, including amounts due after default or termination hereof, is limited to payment from Excise Tax Revenues and State Shared Revenues and shall under no circumstances constitute a general obligation or a pledge of the full faith and credit of Town, the State or any of its political subdivisions, or require the levy of, or be payable from the proceeds of, any ad valorem property taxes. (c) Town may, at the sole option of Town, make payments due pursuant to Section 1 hereof from its other funds as permitted by law and as Town shall 3 Marana Regular Council Meeting 03/07/2017 Page 117 of 298 determine from time to time, but Trustee acknowledges that it has no claim hereunder to such other funds. No part of the purchase price payable pursuant to this Agreement shall be payable out of any ad valorem property taxes imposed by Town or from bonds or other obligations, the payment of which Town's general taxing authority is pledged, unless (i) the same shall have been duly budgeted by Town according to law, (ii) such payment or payments shall be within the budget limitations of the statutes of the State and (iii) any such bonded indebtedness or other obligation is within the debt limitations of the Constitution of the State. Section 3. Surplus and Deficiency of Revenues from Excise Taxes and State Shared Revenues. Excise Tax Revenues and State Shared Revenues in excess of amounts, if any, required to be deposited with or held by Trustee for payments due under this Agreement shall constitute surplus revenues and may be used by Town for any lawful purpose for the benefit of Town, including the payment of obligations to which Excise Tax Revenues and State Shared Revenues may from time to time be pledged on a basis subordinate hereto. If at any time the moneys in the funds held for payment of amounts due under this Agreement are not sufficient to make the deposits and transfers required, any such deficiency shall be made up from the first moneys thereafter received and available for such transfers under the terms of this Agreement and, with respect to payment from Excise Tax Revenues and State Shared Revenues,pro rata, as applicable, with amounts due with respect to the First Purchase Agreement, the Second Purchase Agreement and any Additional Revenue Obligations, and the transfer of any such sum or sums to said fund as may be necessary to make up any such deficiency shall be in addition to the then- current transfers required to be made pursuant hereto. Section 4. Parity Lien Obli ations. Additional Revenue Obligations may be incurred but only if Excise Tax Revenues plus State Shared Revenues, when combined mathematically for such purpose only, in the most recently completed Fiscal Year, shall have amounted to at least two (2) times the Maximum Annual Debt Service. Section 5. Town Control over Revenue Collection. (a) To the extent permitted by applicable law, Excise Tax Revenues shall be retained and maintained so that the amounts received from Excise Tax Revenues plus State Shared Revenues, when combined mathematically for such purpose only, all within and for the most recently completed Fiscal Year, shall have been equal to at least two (2) times the Annual Debt Service for the current Fiscal Year. If Excise Tax Revenues plus State Shared Revenues for any such Fiscal Year shall not have been equal to at least one and one-quarter (1.25) times the Annual Debt Service for the current Fiscal Year or if at any time it appears that Excise Tax Revenues plus State Shared Revenues will not be sufficient to meet such requirements, Town shall, to the extent permitted by applicable law, impose new exactions of the type of the excise taxes which will be part of the excise taxes or increase the rates for the excise taxes currently imposed fully sufficient at all times, after making allowance for contingencies and errors, in each Fiscal Year in order that (i) Excise Tax Revenues plus State Shared Revenues will be sufficient to meet all current requirements hereunder and (ii) Excise Tax Revenues plus State Shared Revenues will be reasonably calculated to attain the level as required by the first sentence of this paragraph. 4 Marana Regular Council Meeting 03/07/2017 Page 118 of 298 (b) The Excise Tax Revenue Fund established in connection with the Prior Lease is hereby expanded to provide for the purposes of this Agreement and, after paying therefrom amounts for the purposes described herein, such Fund may be reduced to zero, including by transferring any such balance to the General Fund of Town. Section 6. Certain Matters with Respect to Projects. (a) Except with respect to its power and authority to enter into this Agreement and to perform its covenants hereunder, Trustee has made and makes no representation or warranty, express or implied, and assumes no obligation with respect to the title, merchantability, condition, quality or fitness of the Projects for any particular purpose or the conformity of the Projects to any plans, specifications, construction contract, purchase order, model or sample, or as to their design, construction, delivery, installation, construction oversight and operation or their suitability for use by Town. All such risks shall be borne by Town without in any way excusing Town from its obligations under this Agreement, and Trustee shall not be liable to Town for any damages on account of such risks. Except with respect to any acts by Trustee which are not undertaken at the request of Town or with the prior approval of Town, Town waives all claims against Trustee growing out of the acquisition of the Projects. Trustee shall have no liability to Town for any failure of any contractor to perform any contract or other undertaking with respect to the Projects in any respect. Trustee shall have no obligation to obtain or insure compliance with any required permits or approval procedures with respect to the Projects. In the event of any defect in any item of the Projects or other claim with respect to the Projects, recourse of Town shall be against the contractors, manufacturers, suppliers, etc. of the Projects and, where applicable, the person selling the property to Trustee, and not against Trustee. For such purpose, Trustee hereby assigns and transfers to Town the right, title and interest of Trustee in and to all representations, warranties, guarantees and service agreements relating to the Projects made or entered into by Trustee and by any contractor, manufacturers, suppliers, etc. of the Projects. Trustee further designates Town as its attorney-in-fact granting to Town the right to initiate and take all actions necessary to enforce any and all construction contracts and all such warranties and service agreements. Trustee is entering into this Agreement solely as Trustee, shall not be personally liable hereunder and shall be afforded the same rights, protections, immunities and indemnities acting hereunder as afforded to it as Trustee under the Trust Agreement. Notwithstanding anything to the contrary herein, at no time shall Trustee be listed in the chain of title to the Projects. (b) Trustee hereby irrevocably appoints Town as its sole and exclusive agent to act for and on behalf of Trustee in financing or refinancing, as applicable, the costs of the Projects. As such agent, Town shall have full authority to do all things necessary to bring about the in financing or refinancing, as applicable, of the costs of the Projects. Trustee shall not be liable, responsible or accountable for the acts of Town as its agent hereunder, and Town hereby assumes all responsibility for the performance of such duties. Should any shortfall or deficiency occur in the Acquisition Fund, the Town shall immediately pay such amounts to Trustee for deposit in the applicable Acquisition Fund. (c) Notwithstanding any other terms or provisions of this Agreement, the interest of Trustee in the Projects is solely in its capacity as Trustee for the purpose of 5 Marana Regular Council Meeting 03/07/2017 Page 119 of 298 facilitating the financing or refinancing, as applicable, of the Projects, and Trustee shall not have the power, authority or obligation to assume any responsibility for the overall management or maintenance of the Projects, including, without limitation, any day-to-day decision-making or operational aspects of the Projects. Section 7. Providina for Payment. Town may provide for the payment of any of the Payments in any one or more of the following ways: (a) by paying such Payment as provided herein as and when the same becomes due and payable at its scheduled due date pursuant to Section 1 hereof or on a date on which it can be prepaid; (b) by depositing with a Depository Trustee, in trust for such purposes, money which, together with the amounts then on deposit with Trustee and available for such Payment is fully sufficient to make, or cause to be made, such Payment at its scheduled due date or on a date on which it can be prepaid or (c) by depositing with a Depository Trustee, in trust for such purpose, any Defeasance Obligations which are noncallable, in such amount as shall be certified to Trustee and Town, by a national firm of certified public accountants acceptable to Town, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit with Trustee and available for such Payment, to make, or cause to be made, such Payment at its scheduled due date or on a date on which it can be prepaid. Upon any partial prepayment of a Payment, each installment of interest which shall thereafter be payable as a part of the subsequent Payments shall be reduced, taking into account the interest rate or rates on the Obligations remaining outstanding after the partial prepayment so that the interest remaining payable as a part of the subsequent Payments shall be sufficient to pay the interest on such outstanding Obligations when due. Section 8. Term of Agreement. This Agreement shall not terminate so long as any payments are due and owing pursuant to the Obligations. Subject to Section 7 hereof, upon full payment or provision for payment and in consideration of the timely payment of all of the amounts described in Section 1(c) hereof(including the Payments) and provided that Town has performed all the covenants and agreements required by Town to be performed, this Agreement shall cease and expire. The obligations of Town under this Agreement, including, without limitation, its obligation to pay the Payments, shall survive any action brought as provided in the next Section hereof, and Town shall continue to pay the Payments and perform all other obligations provided in this Agreement; provided, however, that Town shall be credited with any amount received by Trustee pursuant to actions brought under the next Section hereof. Section 9. Default; Remedies Upon Default. (a) (i) Upon (A) the nonpayment of the whole or any part of any of the amounts described in Section 1(c) hereof (including the Payments) at the time when the same are to be paid as provided herein or in the Trust Agreement, (B) the 6 Marana Regular Council Meeting 03/07/2017 Page 120 of 298 violation by Town of any other covenant or provision of this Agreement or the Trust Agreement, (C) the occurrence of an event of default with respect to the First Purchase Agreement, the Second Purchase Agreement or any Additional Revenue Obligations or (D) the insolvency or bankruptcy of Town as the same may be defined under any law of the United States of America or the State, or any voluntary or involuntary action of Town or others to take advantage of, or to impose, as the case may be, any law for the relief of debtors or creditors, including a petition for reorganization, and (ii) if such default has not been cured (A) in the case of nonpayment of any of the amounts described in Section 1(c) hereof (including the Payments) as required hereunder or under the Trust Agreement on the due date or the nonpayment of principal or interest due with respect to the First Purchase Agreement, the Second Purchase Agreement or any Additional Revenue Obligations on their due dates; (B) in the case of the breach of any other covenant or provision of the Trust Agreement or this Agreement not cured within sixty (60) days after notice in writing from Trustee specifying such default and (C) in the case of any other default under any of the First Purchase Agreement, the Second Purchase Agreement or any Additional Revenue Obligations after any notice and passage of time provided for under the proceedings under which such obligations were issued then, (iii) subject to the limitations of the Trust Agreement and the Continuing Disclosure Undertaking, Trustee may take whatever action at law or in equity, including the remedy of specific performance, may appear necessary or desirable to collect the Payments and any other amounts payable by Town under the Trust Agreement or this Agreement then due (but not the Payments and such other amounts accruing), or to enforce performance and observance of any pledge, obligation, agreement or covenant of Town under the Trust Agreement or this Agreement, and with respect to Excise Tax Revenues and State-Shared Revenues, without notice and without giving any bond or surety to Town or anyone claiming under Town, have a receiver appointed of Excise Tax Revenues and State Shared Revenues which are pledged to the payment of amounts due hereunder, with such powers as the court making such appointment shall confer (and Town does hereby irrevocably consent to such appointment); provided, however, that under no circumstances may the Payments be accelerated. Each right, power and remedy of Trustee provided for in this Agreement shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein, or, unless prohibited by the terms hereof, now or hereafter existing at law or in equity or by statute or otherwise, in any jurisdiction where such rights, powers and remedies are sought to be enforced, and the exercise or beginning of the exercise by Trustee of any one or more of the rights, powers or remedies provided for herein or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by either party of any or all of such other rights, powers or remedies. The failure to insist upon strict performance of any of the covenants or agreements herein set forth shall not be considered or taken as a waiver or relinquishment for the future of the rights of Trustee to insist upon a strict compliance by Trustee with all the covenants and conditions hereof. Town shall, upon not less than 10 days' 7 Marana Regular Council Meeting 03/07/2017 Page 121 of 298 prior request by Trustee, execute, acknowledge and deliver to Trustee a statement in writing certifying that this Agreement is unmodified and in full force and effect (or, if this Agreement has been modified, that it is in full force and effect except as modified, and stating the modification), and the dates to which the amounts payable hereunder have been paid in advance, if any. (b) Trustee shall in no event be in default in the performance of any of its obligations hereunder unless and until Trustee shall have failed to perform such obligation within 30 days or such additional time as is reasonably required to correct any such default after notice by Town properly specifying wherein Trustee has failed to perform any such obligation. No default by Trustee shall relieve Town of its obligations to make the various payments herein required, so long as any of the Obligations remain outstanding; however, Town may exercise any other remedy available at law or in equity to require Trustee to remedy such default so long as such remedy does not interfere with or endanger the payments required to be made to Trustee under the Trust Agreement. Section 10. Assi nment. (a) Except as otherwise provided herein, Town shall not assign, transfer, pledge or hypothecate or otherwise dispose of this Agreement or any interest therein and any assignment in contravention hereof shall be void. (b) Subject to the terms of the Trust Agreement, all and every part of the right, title and interest in and to this Agreement and all payments of any kind due or which become due to Trustee hereunder are sold, pledged, assigned and transferred pursuant to the Trust Agreement. Section 11. Federal Law Provisions. (a) (i) As described in further detail in the Tax Certificate, no direction for the making of any investment or other use of the proceeds of any of the Obligations or of the Projects shall be made, permitted to be made or omitted from being made which would cause the Obligations to be "arbitrage bonds" as that term is defined in section 148 (or any successor provision thereto) of the Code or "private activity bonds" as that term is defined in section 141 (or any successor provision thereto) of the Code, and the requirements of such sections and related regulations of the Code shall be complied with throughout the term of the Obligations. (Particularly, Town shall be the owner of the Projects for federal income tax purposes. Town shall not enter into any management or service contract with any entity other than a governmental entity for the operation of any portion of the Projects unless the management or service contract complies with the requirements of Revenue Procedure 97-13 or such other authority as may control at the time or any lease or other arrangement with any entity other than a governmental entity that gives such entity special legal entitlements with respect to any portion of the Projects). Also, the payment of principal and interest with respect to the Obligations shall not be guaranteed (in whole or in part) by the United States or any agency or instrumentality of the United States. The proceeds of the Obligations, or amounts treated as proceeds of the Obligations, shall not be invested (directly or indirectly) in federally insured 8 Marana Regular Council Meeting 03/07/2017 Page 122 of 298 deposits or accounts, except to the extent such proceeds may be so invested for an initial temporary period until needed for the purpose for which the Obligations are being executed and delivered, may be so used in making investments in a bona fide debt service fund or may be invested in obligations issued by the United States Treasury. Town shall comply with the procedures and covenants contained in any arbitrage rebate provision or separate agreement executed in connection with the execution and delivery of the Obligations (initially those in subsection (b)) for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of the Interest Portion. In consideration of the purchase and acceptance of the Obligations by the owners from time to time thereof and of retaining such exclusion and as authorized by Title 35, Chapter 3, Article 7, Arizona Revised Statutes, Town shall, and the appropriate officials of Town are hereby directed, to take all action required to retain such exclusion or to refrain from taking any action prohibited by the Code which would adversely affect in any respect such exclusion. (ii) (A) Town shall take all necessary and desirable steps, as determined by the Mayor and Common Council of Town, to comply with the requirements hereunder in order to ensure that the Interest Portion is excluded from gross income for federal income tax purposes under the Code; provided, however, compliance with any such requirement shall not be required in the event Town receives a Special Counsel's Opinion that either compliance with such requirement is not required to maintain the exclusion from gross income of the Interest Portion or compliance with some other requirement will meet the requirements of the Code relating to such exclusion. In the event Town receives such a Special Counsel's Opinion, the parties agree to amend this Agreement to conform to the requirements set forth in such opinion. (B) If for any reason any requirement hereunder is not complied with, Town shall take all necessary and desirable steps, as determined by Town, to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence and Town shall pay any required interest or penalty under hereinafter described Regulations section 1.148-3(h) with respect to the Code. (C) Written procedures have been established for Town to ensure that all nonqualified obligations are remediated according to the requirements under the Code and related Regulations and to monitor the requirements of section 148 of the Code relating to arbitrage, with which Town will comply. (D) The procedures required by any arbitrage rebate provision or separate agreement executed in connection with the issuance of the Obligations (initially, those in the next subsection) shall be complied with for so long as compliance is necessary pursuant to the Code. (b) (i) Undefined terms used in this subsection shall have the meanings given to them in the Code and the Regulations. 9 Marana Regular Council Meeting 03/07/2017 Page 123 of 298 (ii) Unless an exception available pursuant to the Regulations applies as indicated in a Special Counsel's Opinion or a written statement of an expert consultant employed pursuant to paragraph(vii) hereof, within 60 days after the end of each Bond Year, Town shall cause the Rebate Requirement to be calculated and shall pay to the United States of America: (A) 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 Obligations (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 Obligations (determined as of the last day of such Bond Year); and (B) not later than 60 days after the retirement of the last Obligation, an amount equal to 100% of the Rebate Requirement (determined as of the date of retirement of the last Obligation). Each Rebate Payment required to be made under this Section shall be filed on or before the date such payment is due, with the Internal Revenue Service at the appropriate location and with required forms and other materials, currently by addressing it to IRS Service Center, Ogden, Utah 84201, and accompanying it with IRS Form 8038-T. (iii) 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. (iv) For purposes of paragraph (iii), whether a Nonpurpose Investment has been purchased or sold or disposed of for its fair market value shall be determined as follows: (A) The fair market value of a Nonpurpose Investment generally shall be the price at which a willing purchaser 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. (B) Except as provided in Subsection (v) or (vi), 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. (C) 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. 10 Marana Regular Council Meeting 03/07/2017 Page 124 of 298 (v) 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: (A) the yield on reasonably comparable direct obligations of the United States; and (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. (vi) A guaranteed investment contract shall be considered acquired and disposed of for an amount equal to its fair market value if: (A) 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 Town or any other person (whether or not in connection with the Obligations), and that the bid is not being submitted solely as a courtesy to Town or any other person for purposes of satisfying the requirements in the Regulations that 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 Obligations. (B) All potential providers have an equal opportunity to bid, with no potential provider having the opportunity to review other bids before providing a bid. (C) 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 Obligations (e.g., a lead underwriter within 15 days of the issue date of the Obligations 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 Town uses an agent to conduct the bidding, the agent may not bid. (D) The highest-yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker's fees) is purchased. (E) 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. (F) 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). 11 Marana Regular Council Meeting 03/07/2017 Page 125 of 298 (G) 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. (H) Town retains until three years after the last outstanding Obligation is retired, (1) a copy of the guaranteed investment contract, (2) a receipt or other record of the amount actually paid for the guaranteed investment contract, including any administrative costs paid by Town and a copy of the provider's certification described in (G) above, (3) the name of the person and entity submitting each bid, the time and date of the bid, and the bid results and(4) the bid solicitation form and, if the terms of the guaranteed investment contract deviate from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose of the deviation. (vii) Such experts and consultants shall be employed by Town to make, as necessary, any calculations in respect of rebates to be made to the United States of America in accordance with section 148(f) of the Code with respect to the Obligations. (c) Town shall comply with and carry out all of the provisions of the Continuing Disclosure Undertaking, provided that such costs of compliance shall be payable solely from the Excise Tax Revenues and the State Shared Revenues. Notwithstanding any other provision of this Agreement, failure of Town to comply with the Continuing Disclosure Undertaking shall not be considered an event of default; however, the Trustee may (and, at the request of the original purchaser of the Obligations or the owners of at least 25% aggregate principal amount in outstanding Obligations and receipt of indemnity to its satisfaction, shall) take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause Town to comply with its obligations under this Section. Trustee is not responsible for monitoring or verifying compliance by the Town with the Continuing Disclosure Undertaking. Section 12. Covenant as to Conflict of Interest; Other Statutory Restrictions. (a) To the extent applicable by provision of law, Trustee acknowledges that this Agreement is subject to cancellation pursuant to Section 38-511, Arizona Revised Statutes, the provisions of which are incorporated herein and which provides that Town may within three (3) years after its execution cancel any contract (including this Agreement) without penalty or further obligation made by Town if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of Town is at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party to the contract with respect to the subject matter of the contract. The cancellation shall be effective when written notice is received by all other parties to the contract unless the notice specifies a later time. Trustee covenants not to employ as an employee, an agent or, with respect to the subject matter of this Agreement, a consultant, any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of Trustee within three years from the execution of this Agreement, unless a waiver of Section 3 8-511, Arizona Revised Statutes, is provided by 12 Marana Regular Council Meeting 03/07/2017 Page 126 of 298 Town. No basis exists for Town to cancel this Agreement pursuant to Section 38-511, Arizona Revised Statutes, as of the date hereof. (b) To the extent applicable under Section 41-4401, Arizona Revised Statutes, Trustee shall comply with all federal immigration laws and regulations that relate to its employees and its compliance with the "e-verify" requirements under Section 23-214(A), Arizona Revised Statutes. The breach by Trustee of the foregoing shall be deemed a material breach of this Agreement and may result in the termination of the services of Trustee by Town. Town retains the legal right to randomly inspect the papers and records of Trustee to ensure that Trustee is complying with the above-mentioned warranty. Trustee shall keep such papers and records open for random inspection during normal business hours by Town. Trustee shall cooperate with the random inspections by Town including granting Town entry rights onto its property to perform such random inspections and waiving its respective rights to keep such papers and records confidential. (c) Pursuant to Section 3 5-3 93 et. seq., Arizona Revised Statutes, Trustee hereby certifies it is not currently engaged in, and for the duration of this Agreement shall not engage in, a boycott of Israel. The term "boycott" has the meaning set forth in Section 35-393, Arizona Revised Statutes. If Town determines that Trustee's certification above is false or that it has breached such agreement, Town may impose remedies as provided by law. Section 13. Miscellaneous. (a) No covenant or obligation herein to be performed by Town may be waived except by the written consent of Trustee, and a waiver of any such covenant or obligation or a forbearance to invoke any remedy on any occasion shall not constitute or be treated as a waiver of such covenant or obligation as to any other occasion and shall not preclude Trustee from invoking such remedy at any later time prior to the cure by Town of the condition giving rise to such remedy. (b) This Agreement shall be construed and governed in accordance with the laws of the State in effect from time to time. (c) The recitals set forth at the beginning of this Agreement are incorporated in this Agreement by this reference. This Agreement constitutes the entire agreement between the parties and shall not be modified, waived, discharged, terminated, amended, supplemented, altered or changed in any respect except by a written document signed by both Trustee and Town, subject to the restrictions with regard thereto provided by the Trust Agreement. (d) Any term or provision of this Agreement found to be prohibited by law or unenforceable or which would cause this Agreement to be invalid, prohibited by law or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without, to the extent reasonably possible, causing the remainder of this Agreement to be invalid, prohibited by law or unenforceable. 13 Marana Regular Council Meeting 03/07/2017 Page 127 of 298 (e) The captions set forth herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. (f) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, assigns and personal representatives, as the case may be. Any person or entity acquiring any interest in or to the right, title or interest of Trustee herein shall be and have the rights of a third party beneficiary hereunder. (g) This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. [Remainder of page left blank intentionally.] 14 Marana Regular Council Meeting 03/07/2017 Page 128 of 298 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Trustee: ZIONS BANK, A DIVISION OF ZB,NATIONAL ASSOCIATION, as seller By ---------------------------------------------------------------------------------- Printed Name: --------------------------------------------------------------- Title: ------------------------------------------------------------------------------ Town: TOWN OF MARANA, ARIZONA, a municipal corporation under the laws of the State of Arizona, as purchaser By----------------------------------------------------------------------------------- Mayor ATTEST: By---------------------------------------------------------------------- Town Clerk PHX 332393323x2 15 Marana Regular Council Meeting 03/07/2017 Page 129 of 298 SCHEDULE Payment Total Date Principal Interest Pam Total Page 1 of Schedule Marana Regular Council Meeting 03/07/2017 Page 130 of 298 DRAFT 02/23/17 03/02/17 THIRD TRUST AGREEMENT by and between ZIONS BANK,A DIVISION OF ZB,NATIONAL ASSOCIATION as Trustee and THE TOWN OF MARANA,ARIZONA Dated as of 112017 Marana Regular Council Meeting 03/07/2017 Page 131 of 298 TABLE OF CONTENTS P� ARTICLE I DEFINITIONS Section1.1. Definitions........................................................................................................ 3 Section1.2. Interpretation.................................................................................................... 9 Section 1.3. Obligations Not General Obligations of the Town........................................ 10 ARTICLE II SPECIAL REVENUE OBLIGATIONS Section 2.1. Authorization of the Obligations ................................................................... 10 Section 2.2. Date; Interest Accrual.................................................................................... 10 Section 2.3. Payment Amounts and Dates and Interest Rates ........................................... 10 Section 2.4. Interest on Obligations................................................................................... 11 Section2.5. Form............................................................................................................... 11 Section2.6. Execution....................................................................................................... 11 Section 2.7. Book-Entry Only System............................................................................... 11 Section 2.8. Application of Proceeds................................................................................. 12 Section 2.9. Transfer and Exchange. ................................................................................. 12 Section 2.10. Obligations Mutilated, Lost, Destroyed or Stolen......................................... 13 Section2.11. Payment.......................................................................................................... 13 Section 2.12. Execution of Documents and Proof of Ownership. ....................................... 14 Section 2.13. Obligation Register........................................................................................ 15 Section 2.14. Payment of Unclaimed Amounts................................................................... 15 ARTICLE III ACQUISITION FUND; COSTS OF ISSUANCE FUND Section 3.1. Establishment and Application of Acquisition Fund..................................... 15 Section 3.2. Establishment and Application of Costs of Issuance Fund............................ 16 ARTICLE IV PREPAYMENT OF OBLIGATIONS Section 4.1. Prepayment Provisions................................................................................... 16 Section 4.2. Selection of Obligations for Prepayment....................................................... 17 Section 4.3. Notice of Prepayment; Effect......................................................................... 18 Section 4.4. Partial Prepayment of Obligation................................................................... 19 ARTICLE V PAYMENT FUND Section 5.1. Trustee's Rights in Purchase Agreement....................................................... 19 Section 5.2. Establishment and Application of Payment Fund.......................................... 19 Section 5.3. [Reserved to Preserve Section Numbering]................................................... 20 Section 5.4. Transfers of Investment Earnings to Payment Fund...................................... 20 Section5.5. Surplus ........................................................................................................... 20 (i) Marana Regular Council Meeting 03/07/2017 Page 132 of 298 TABLE OF CONTENTS (continued) P� ARTICLE VI MONEYS IN FUNDS; INVESTMENT; CERTAIN TAX COVENANTS Section6.1. Held in Trust.................................................................................................. 20 Section 6.2. Investments Authorized................................................................................. 20 Section6.3. Accounting..................................................................................................... 20 Section 6.4. Allocation of Earnings................................................................................... 21 Section 6.5. Valuation and Disposition of Investments..................................................... 21 Section 6.6. Limitation of Investment Yield...................................................................... 21 Section 6.7. Other Tax Covenants ..................................................................................... 21 ARTICLE VII THE TRUSTEE Section 7.1. Appointment of Trustee................................................................................. 22 Section 7.2. Liability of Trustee; Standard of Care........................................................... 22 Section 7.3. Merger or Consolidation................................................................................ 22 Section 7.4. Protection and Rights of the Trustee.............................................................. 22 Section 7.5. Compensation of Trustee............................................................................... 25 Section 7.6. Removal and Resignation of Trustee............................................................. 25 Section 7.7. Appointment of Agent................................................................................... 26 Section 7.8. Commingling................................................................................................. 26 Section7.9. Records .......................................................................................................... 26 ARTICLE VIII MODIFICATION OR AMENDMENT OF AGREEMENTS Section 8.1. Amendments Permitted.................................................................................. 26 Section 8.2. Procedure for Amendment With Written Consent of Obligation Owners........................................................................................................... 27 Section 8.3. Disqualified Obligations................................................................................ 28 Section 8.4. Effect of Supplemental Trust Agreement...................................................... 28 Section 8.5. Endorsement or Replacement of Obligations Delivered After Amendments.................................................................................................. 29 Section 8.6. Amendatory Endorsement of Obligations ..................................................... 29 ARTICLE IX COVENANTS,NOTICES Section 9.1. Compliance With and Enforcement of Purchase Agreement........................ 29 Section 9.2. Observance of Laws and Regulations............................................................ 29 Section 9.3. Recordation and Filing................................................................................... 30 Section 9.4. Further Assurances......................................................................................... 30 Section 9.5. Notification to the Town of Failure to Make Payments ................................ 30 Section9.6. Business Days................................................................................................ 30 (ii) Marana Regular Council Meeting 03/07/2017 Page 133 of 298 TABLE OF CONTENTS (continued) P� ARTICLE X LIMITATION OF LIABILITY Section 10.1. Limited Liability of the Town........................................................................ 30 Section 10.2. No Liability of the Town for Trustee Performance....................................... 30 Section 10.3. Indemnification of the Trustee....................................................................... 30 Section 10.4. Opinion of Counsel........................................................................................ 32 ARTICLE XI EVENTS OF DEFAULT AND REMEDIES OF OBLIGATION OWNERS Section 11.1. Seller's Rights Held in Trust.......................................................................... 32 Section 11.2. Remedies Upon Default;No Acceleration .................................................... 32 Section 11.3. Application of Funds...................................................................................... 32 Section 11.4. Institution of Legal Proceedings.................................................................... 33 Section11.5. Non-waiver .................................................................................................... 33 Section 11.6. Power of Trustee to Control Proceedings...................................................... 33 Section 11.7. Limitation on Obligation Owners' Right to Sue............................................ 33 ARTICLE XII MISCELLANEOUS Section12.1. Defeasance..................................................................................................... 34 Section12.2. Notices ........................................................................................................... 35 Section 12.3. Incorporation of State Statutes....................................................................... 35 Section12.4. Governing Law.............................................................................................. 36 Section 12.5. Binding Effect and Successors....................................................................... 36 Section 12.6. Execution In Counterparts.............................................................................. 36 Section 12.7. Destruction of Cancelled Obligations............................................................ 36 Section12.8. Headings ........................................................................................................ 37 Section 12.9. Parties Interested Herein................................................................................ 37 Section 12.10. Waiver of Notice............................................................................................ 37 Section 12.11. Severability of Invalid Provisions.................................................................. 37 EXHIBIT A-1 - FORM OF NEW MONEY OBLIGATION EXHIBIT A-2 - FORM OF REFUNDING OBLIGATION EXHIBIT B - PAYMENT REQUEST FORM EXHIBIT C - REIMBURSEMENT REQUEST FORM (iii) Marana Regular Council Meeting 03/07/2017 Page 134 of 298 THIRD TRUST AGREEMENT THIS THIRD TRUST AGREEMENT, dated as of 11 2017 (together with any duly authorized, executed and delivered supplement thereto, this "Trust Agreement"), by and between ZIONS BANK, A DIVISION OF ZB, NATIONAL ASSOCIATION, a national banking association, as trustee, or any successor thereto acting as trustee pursuant to this Trust Agreement and in its capacity as "Seller"pursuant to the hereinafter described Purchase Agreement (the "Trustee"), and THE TOWN OF MARANA, ARIZONA, a municipal corporation under the laws of the State of Arizona (the "Town"); WITNESSETH: WHEREAS, the Mayor and Common Council of the Town have determined that it will be beneficial to the citizens of the Town to finance the costs of improvements to certain wastewater treatment facilities for the Town (the "New Projects"), and to refinance the lease purchase of projects which are the subject of the herein defined Prior Lease, specifically extensions and additions to the sewer lines and interceptors in Silverbell Road and to the Town's Airport, extensions and improvements to Camino de Marana and Dove Mountain Roads and improvements to Cortaro Silverbell District Park as well as other sewer, transportation and park projects (the "Existing Projects" and, with the New Projects, the "Projects"); and WHEREAS, for purposes of financing the costs of the New Projects and refinancing the costs of the Existing Projects, the Mayor and the Council of the Town requested that the Trustee sell and execute and deliver Pledged Excise Tax Revenue Obligations, Series 2017A, in the principal amount of $ ,000 (the "New Money Obligations"), and Pledged Excise Tax Revenue Refunding Obligations, Series 201713, in the principal amount of$ 1000 (the "Refunding Obligations" and, together with the New Money Obligations, the "Obligations"), and the Trustee has, as provided in this Trust Agreement, caused deposits to be made to the Acquisition Fund (as such term and all other terms not otherwise defined hereinabove are hereinafter defined), the Costs of Issuance Fund and the Payment Fund and amounts to be transferred to the Escrow Trustee for purposes of the Escrow Trust Agreement; NOW, THEREFORE, in consideration for the Obligations executed, delivered and Outstanding under this Trust Agreement; the acceptance by the Trustee of the trusts created herein; the purchase and acceptance of the Obligations by the Owners, and to secure the payment of principal and interest(to the extent provided herein) represented by the Obligations, the rights of the Owners of the Obligations and the performance and the observance of the covenants and conditions contained in the Obligations, the Purchase Agreement and herein, and the performance and the observance of all of the covenants and conditions contained therein, the Town absolutely and irrevocably pledges and assigns to the Trustee, and the Trustee hereby declares an irrevocable trust and acknowledges its acceptance of all right, title and interest in and to the following described trust estate, which shall be administered by the Trustee according to the provisions of this Trust Agreement and for the equal and proportionate benefit of the Owners of Obligations: A. All right, title and interest of Seller in, under and pursuant to the Purchase Agreement, the Payments and any other amounts payable by the Town under the Marana Regular Council Meeting 03/07/2017 Page 135 of 298 Purchase Agreement and the present and continuing right to (i) make claim for, collect or cause to be collected, receive or cause to be received all such revenues, receipts and other sums of money payable or receivable thereunder, (ii) bring actions and proceedings thereunder or for the enforcement of such rights, and (iii) do any and all other things which the Seller is or may become entitled to do thereunder; B. Amounts on deposit from time to time in the funds created pursuant hereto, subject to the provisions of this Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein; and C. Any and all other real or personal property of any kind from time to time hereafter by delivery or by writing of any kind specifically conveyed, pledged, assigned or transferred, as and for additional security hereunder for the Obligations, by the Seller or by anyone on its behalf or with its written consent, in favor of the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof, TO HAVE AND TO HOLD, all and singular, the trust estate, including all additional property which by the terms hereof has or may become subject to the encumbrance of this Trust Agreement, unto the Trustee and its successors and assigns, forever, subject, however, to the rights of the Town, its successors and assigns, under the Purchase Agreement; IN TRUST, however, for the equal and proportionate benefit and security of the Owners from time to time of the Obligations executed and delivered hereunder and Outstanding, none of the Obligations being entitled to priority or distinction one over the other in the application of the Excise Tax Revenues and the State Shared Revenues pledged by the Purchase Agreement to the Payments, regardless of the delivery of any of the Obligations prior to the delivery of any other of the Obligations, or regardless of the time or times principal represented by any Obligations are paid or are subject to prepayment with respect to principal represented thereby, all of the Obligations being co-equal as to the pledge of and lien on the Excise Tax Revenues and the State Shared Revenues pledged for the Payments thereof and sharing ratably, without preference,priority or distinction, as to the source or method of payment from the Excise Tax Revenues or the State Shared Revenues or security therefor and conditioned, however, that if the Town shall well and truly pay or cause to be paid fully and promptly when due all indebtedness, liabilities, obligations and sums at any time secured hereby, including interest and attorneys' fees, and shall promptly, faithfully and strictly keep, perform and observe or cause to be kept,performed and observed all of its covenants, warranties and agreements contained herein, this Trust Agreement shall be and become void and of no further force and effect; otherwise, the same shall remain in full force and effect, and upon the trust and subject to the covenants and conditions hereinafter set forth. For such purposes, the Town and the Trustee hereby agree as follows: 2 Marana Regular Council Meeting 03/07/2017 Page 136 of 298 ARTICLE I DEFINITIONS Section 1.1. Definitions. In addition to the terms defined in the first paragraph hereof and in the Recitals hereto and in the Purchase Agreement and unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Trust Agreement, have the meanings herein specified. "Acquisition Fund" means the fund of that name established pursuant to Article III and held by the Trustee. "Additional Revenue Obli ations"means any additional obligations which may hereafter be issued or incurred by the Town (or any financing conduit acting on behalf of the Town) having a lien upon and payable from the Excise Tax Revenues and the State Shared Revenues on a parity with, and in compliance with the terms of, the First Purchase Agreement, the Second Purchase Agreement and the Purchase Agreement. "Annual Debt Service" means the amount to be paid in any Fiscal Year with respect to the Parity Obligations for payment of principal and interest requirements. "Authorized Denominations" means $5,000 of principal represented by the Obligations of a series due on a specific payment date or integral multiples thereof. "Bond Year" means each one-year period beginning on the day after the expiration of the preceding Bond Year. The first Bond Year shall begin on the date of issue of the Obligations and shall end on the date selected by the Town, provided that the first Bond Year shall not exceed one calendar year. The last Bond Year shall end on the date of retirement of the last Obligation. "Bond Yield" means the discount rate that produces a present value equal to the Issue Price of all unconditionally payable payments of principal, interest and fees for qualified guarantees within the meaning of Regulations section 1.148-4(f) and amounts reasonably expected to be paid as fees for qualified guarantees in connection with the applicable series of Obligations as determined under Regulations section 1.148-4(b), recomputed if required by Regulations section 1.148-4(b)(4) or 4(h)(3). The present value of all such payments shall be computed as of the date of issue of the Obligations and using semiannual compounding on the basis of a 360-day year. "Business Day"means any day of the week other than a Saturday, Sunday or a day which shall be in the State a legal holiday or a day on which the Trustee is authorized or obligated by law or executive order to close or a day on which the Federal Reserve is closed as modified by the effect of Section 9.6. "Certificate of Completion" means the notice of completion, filed with the Trustee by the Town Representative, stating that the New Projects have been substantially completed. 3 Marana Regular Council Meeting 03/07/2017 Page 137 of 298 "Closin Date" means 12017. "Code" means the Internal Revenue Code of 1986, as amended. References to the Code and sections thereof include applicable regulations and temporary regulations thereunder and any successor provisions to those sections, regulations or temporary regulations and any applicable regulations or temporary regulations issued pursuant to the Internal Revenue Code of 1954. "Completion Date"means the date on which the Certificate of Completion is filed with the Trustee by the Town Representative. "Continuing Disclosure Undertaking" means the Continuing Disclosure Undertaking, dated the date of the Obligations, by the Town. "Corporate Trust Office" means the office of the Trustee designated in Section 12.2 or any successor corporate trust office. "Costs of Issuance Fund" means the fund of that name established pursuant to Article III and held by the Trustee. "Defaulted Interest"has the meaning provided in Section 2.11(d). "Defeasance Obligations" means, to the extent permitted by law, (1) cash, (2) non-callable direct obligations of the United States of America ("Treasuries"), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4)pre-refunded municipal obligations rated "AAA" and "Aaa" by S&P and Moody's, respectively, (5) securities eligible for "AAA" defeasance under then-existing criteria of S&P or(6) any combination of the foregoing. "Delivery Costs" means all items of expense directly or indirectly payable by or reimbursable to the Town or the Trustee relating to the sale and execution and delivery of the Purchase Agreement, this Trust Agreement, the Escrow Trust Agreement and the Obligations, including but not limited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges of the Trustee, financing discounts, legal fees and charges, insurance fees and charges, financial and other professional consultant fees, costs of rating agencies for credit ratings, fees for execution, transportation and safekeeping of the Obligations and charges and fees in connection with the foregoing. "Depository Trustee" means any bank or trust company, which may include the Trustee, designated by the Town, with a combined capital and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or State of Arizona authority. 4 Marana Regular Council Meeting 03/07/2017 Page 138 of 298 "Designated Office" means the office designated as such by the Trustee in writing to the Town. "DTC" means The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, and its successors and assigns. "Electronically" means with respect to notice, one transmitted through a timesharing terminal, computer network or facsimile machine, if operative as between any two parties, or if not operative, by telephone (promptly confirmed in writing). "Escrow Trust Agreement" means the Escrow Trust Agreement, dated as of 11 20171 by and between the Town and the Escrow Trustee. "Escrow Trustee" means Zions Bank, a division of ZB, National Association, in its capacity as escrow trustee pursuant to the Escrow Trust Agreement. "Event of Default" means an event of default under the Purchase Agreement as provided in Section 9 thereof. "Excise Tax Revenues" means revenues from the Town sales taxes, license and permit fees and fines and forfeitures which the Town now collects; provided that the Mayor and Common Council of the Town may impose other transaction privilege taxes in the future, the uses of revenue from which will be restricted, at the discretion of such Council. "First Purchase Agreement" means the First Purchase Agreement, dated as of June 1, 20131 by and between Wells Fargo Bank,N.A., as seller, and the Town, as purchaser. "Fiscal Year" means the fiscal year of the Town, currently the period July 1 through June 30. "Gross Proceeds"means: (i) any amounts actually or constructively received by the Town from the sale of the applicable series of the Obligations but excluding amounts used to pay accrued interest on the Obligations within one year of the date of issuance of the Obligations; (ii) transferred proceeds of the applicable series of the Obligations under Regulations section 1.148-9; (iii) any amounts actually or constructively received from investing amounts described in(i), (ii) or this (iii) and (iv) replacement proceeds of the applicable series of the Obligations 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 applicable series of the Obligations, pledged amounts where there is reasonable assurance that such amounts will be available to pay principal or interest on the applicable series of the Obligations in the event the Town or the Trustee encounters financial difficulties and other 5 Marana Regular Council Meeting 03/07/2017 Page 139 of 298 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 Trust Agreement. "Independent Counsel" means an attorney duly admitted to the practice of law before the highest court of the state in which such attorney maintains an office and who is not an employee of the Town or the Trustee and which may include the counsel giving a Special Counsel's Opinion. "Interest Payment Date" means each January 1 and July 1, while the principal represented by any Obligations is Outstanding provided that, pursuant to Section 9.6, if any such day is not a Business Day, any payment due on such date may be made on the next Business Day, without additional interest and with the same force and effect as if made on the specified date for such payment. "Interest Portion" means the amounts of each of the Payments in the column in the Schedule attached to the Purchase Agreement designated "Interest," denominated as and comprising interest pursuant to the Purchase Agreement and received by the Owners of the Obligations. "Investment Property" means 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" means 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 applicable series of the Obligations 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). "Market Value" means the indicated bid value of the investment or investments to be valued as shown in The Wall Street Journal or any publication having general acceptance as a source of valuation of the same or similar types of securities or any securities pricing service available to or used by the Trustee and generally accepted as a source of valuation. "Maximum Annual Debt Service"means, for any Fiscal Year, the greatest Annual Debt Service for the then-current or any succeeding Fiscal Year. "Mood" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Town by notice to the Trustee. 6 Marana Regular Council Meeting 03/07/2017 Page 140 of 298 "NonpMose Investment" means any Investment Property acquired with Gross Proceeds and which is not acquired to carry out the governmental purposes of the Obligations. "Notification" shall have the meaning provided in Section 10.3. "Outstanding" refers to Obligations issued in accordance with this Trust Agreement, excluding: (i) Obligations which have been exchanged or replaced, or delivered to the Trustee for credit against a mandatory prepayment installment with respect to principal represented thereby; (ii) Obligations which have been paid; (iii) Obligations which have become due and for the payment of which moneys have been duly provided to the Trustee; and (iv) Obligations for which there have been irrevocably set aside with a Depository Trustee sufficient moneys or obligations permitted hereby and by the Purchase Agreement bearing interest at such rates and with such maturities as will provide sufficient funds to pay the principal, interest and premium, if any, represented by such Obligations, provided, however, that if principal represented by any such Obligations is to be prepaid, the Town shall have taken all action necessary to prepay such Obligations and notice of such prepayment shall have been duly mailed in accordance with the proceedings under which such Obligations were issued or irrevocable instructions so to give such notice shall have been given to the Trustee. "Owner" or any similar term, when used with respect to an Obligation means the person in whose name such Obligation shall be registered. "Parity Obli ations" means the First Purchase Agreement, the Second Purchase Agreement, the Purchase Agreement and any Additional Revenue Obligations. "Payment Fund" means the fund of that name established pursuant to Article V and held by the Trustee. "Payment Request Form" means the form set forth in Exhibit B which is attached hereto. "Payments" means the "Payments" required to be paid by the Town pursuant to Section I(c) of the Purchase Agreement and as set forth in the Schedule to the Purchase Agreement, subject to the provisions of Section 5.2(b). "Permitted Investments" means any investment permitted by applicable law, including Section 35-323, Arizona Revised Statutes. "Prior Lease" means the Amended and Restated Town Lease and Series 1992 Town Lease, dated as of October 1, 1997, as amended by the First Amendment to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of January 1, 2000, the Combined Operations Center Property Ground Lease and Second Amendment to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of April 1, 2002, and the Third Amendment to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of September 1, 2003, and supplemented by the First Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of February 1, 2000, the Second Supplement to 7 Marana Regular Council Meeting 03/07/2017 Page 141 of 298 Amended and Restated Town Lease and Series 1992 Town Lease, dated as of September 1, 2003, the Third Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of August 1, 2004, and the Fourth Supplement to Amended and Restated Town Lease and Series 1992 Town Lease, dated as of August 1, 2008 by and between the Town and the Town of Marana Municipal Property Corporation. "Project Costs" means, with respect to the New Projects, all architectural, engineering, soils, survey, archaeology, demolition, construction management fees, development fees, contingencies and other related costs of installation, construction and other matters necessary for the New Projects and all costs incurred by the Trustee or the Town with respect to the transaction to which this Trust Agreement pertains. "Purchase Agreement" means the Third Purchase Agreement, dated as of 11 20171 by and between the Trustee, as seller, and the Town, as purchaser. "Rebate Pam" means any payment within the meaning of Regulations section 1.148-3(d)(1) with respect to a Nonpurpose Investment. "Rebate Requirement" means, for each Bond Year and for the applicable series of the Obligations, at any time the excess of the future value of all Receipts over the future value of all Rebate Payments. For purposes of calculating the Rebate Requirement the Bond Yield shall be used to determine the future value of Receipts and Rebate Payments 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) of the Code or Regulations section 1.148-7. "Receipt" means any receipt within the meaning of Regulations section 1.148-3(d)(2)with respect to a Nonpurpose Investment. "Regular Record Date" means the close of business on the fifteenth day of the month preceding each Interest Payment Date. "Regulations" means 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. "Reimbursement Request Form" means the form set forth in Exhibit C attached hereto. "Responsible Officer" means, when used with respect to the Trustee, the president, any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, any senior associate, any associate or any other officer of the Trustee within the Corporate Trust Office customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Corporate Trust Office because of such person's knowledge of and familiarity with the particular subject and having direct responsibility for the administration of this Trust Agreement. 8 Marana Regular Council Meeting 03/07/2017 Page 142 of 298 "S&P" means Standard & Poor's Financial Services, LLC, a limited liability company organized and existing under the laws of the State of New York, its successors and assigns, and, if such company shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Town by notice to the Trustee. "Second Purchase Agreement" means the Second Purchase Agreement, dated as of June 1, 20141 by and between Zions First National Bank, as seller, and the Town, as purchaser. "Securities Depository" means a "clearing agency" (securities depository) registered under Section 17A of the Securities Exchange Act of 1934, as amended. "Special Counsel's Opinion" means an opinion signed by an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the Town. "Special Record Date" has the meaning provided in Section 2.11(d). "State" means the State of Arizona. "State Shared Revenues" means revenues from amounts allocated or apportioned to the Town by the State, any political subdivision thereof or any other governmental unit or agency, except the share of the Town of any taxes which by State law, rule or regulation must be expended for other purposes, such as motor vehicle fuel taxes. "Tax Certificate" means the Certificate Relating To Federal Tax Matters, dated the Closing Date, with respect to the Obligations. "Town Representative" means the Town Manager, the Town Finance Director or any other person authorized by the Town Manager or the Mayor and Common Council of the Town to act on behalf of the Town with respect to this Trust Agreement. Section 1.2. Interpretation. (a) Any reference herein to the Mayor and Common Council of the Town or any officer of the Town shall include those succeeding to their functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing their functions. (b) Unless the context otherwise indicates, words importing the singular shall include the plural and vice versa and the use of the neuter, masculine or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender. (c) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. References to "Articles" and "Sections" are to those in this Agreement. 9 Marana Regular Council Meeting 03/07/2017 Page 143 of 298 Section 1.3. Obligations Not General Obligations of the Town. The Obligations shall be payable solely out of the revenues and other security pledged hereby and shall not constitute an indebtedness or general obligation of the Town within the meaning of any State constitutional provision or statutory limitation and shall never constitute or give rise to a pecuniary liability of the Town or be a charge against the Town's general credit or a charge against the general credit or the taxing powers of the State or any political subdivision thereof. ARTICLE II SPECIAL REVENUE OBLIGATIONS Section 2.1. Authorization of the Obli ations. The Trustee is hereby authorized and directed to execute and deliver to the original purchaser thereof, the New Money Obligations in the principal amount of$ ,000 and the Refunding Obligations in the principal amount of $ ,000, evidencing (notwithstanding the multiple series) proportionate ownership interests in the Payments. In no event shall the Obligations be deemed liabilities, debts or obligations of the Trustee. Section 2.2. Date; Interest Accrual. Each Obligation shall be dated the Closing Date, and interest represented thereby shall be payable from such date or from the most recent Interest Payment Date to which interest has previously been paid or made available for payment with respect to the Outstanding Obligations. Section 2.3. Payment Amounts and Dates and Interest Rates. The Obligations shall be in Authorized Denominations. Principal represented by the Obligations shall be payable on the dates and in the principal amounts, and interest represented thereby shall be computed at the rates, as shown below: Maturity Date Principal Interest (July 1.) Amount Rates- New atesNew Money ations Refunding Obli ations 10 Marana Regular Council Meeting 03/07/2017 Page 144 of 298 Section 2.4. Interest on Obligations. Interest represented by the Obligations shall be payable semiannually on January 1 and July 1 of each year commencing January 1, 2014, to and including the date of payment or prepayment of the amount of principal represented by the Obligations. Except for the initial period, said interest shall represent the portion of the Payments designated as interest and coming due during the six-month period preceding each Interest Payment Date with respect to the Obligations. The proportionate share of the portion of the Payments designated as interest with respect to any Obligation shall be computed by multiplying the portion of Payments designated as principal with respect to such Obligation by the rate of interest applicable to such Obligation (on the basis of a 360-day year of twelve 30-day months), except that the first portion of the Payments designated as interest shall be for interest from the date of initial execution and delivery to January 1, 2018. Section 2.5. Form. The Obligations shall be in fully registered, certificated form. The New Money Obligations and the Refunding Obligations shall be substantially in the forms set forth in Exhibits A-1 and A-2, respectively. Section 2.6. Execution. The Obligations shall be executed by and in the name of the Trustee by the manual signature of an authorized representative of the Trustee. If any representative whose signature appears on any Obligation ceases to be such representative before the Closing Date, such signature shall nevertheless be as effective as if the representative had remained in office until the Closing Date. Any Obligation may be executed on behalf of the Trustee by such person as at the actual date of the execution of such Obligation shall be the proper authorized representative of the Trustee although at the nominal date of such Obligation such person shall not have been such authorized representative of the Trustee. No Obligation shall be valid or become obligatory for any purpose or shall be entitled to any security or benefit under this Trust Agreement unless and until executed and delivered by the Trustee. The execution by the Trustee of any Obligation shall be conclusive evidence that the Obligation so executed has been duly authorized and delivered hereunder and is entitled to the security and benefit of this Trust Agreement. Section 2.7. Book-Ent . Only. sem. The Trustee and the Town may from time to time enter into, and discontinue, an agreement with a Securities Depository which is the Owner of the Obligations, to establish procedures with respect to the Obligations not inconsistent with the provisions of this Trust Agreement; provided, that, notwithstanding any other provisions of this Trust Agreement, any such agreement may provide that different provisions for notice to the Securities Depository may be set forth herein and that a legend shall appear on each Obligation so long as the Obligations are subject to such agreement. With respect to Obligations registered in the name of a Securities Depository (or its nominee), neither the Trustee nor the Town shall have any obligation to any of its members or participants or to any person on behalf of whom an interest is held in the Obligations. It is hereby acknowledged that the Town and the Trustee intend to enter into an agreement with DTC in connection with the execution and delivery of the Obligations, and while such agreement is in effect, the procedures established 11 Marana Regular Council Meeting 03/07/2017 Page 145 of 298 therein shall apply to the Obligations notwithstanding any other provisions of this Trust Agreement to the contrary. As long as DTC is the Securities Depository with respect to the Obligations, the Trustee shall be a "DTC Direct Participant." The Trustee shall not have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Obligations regarding accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal, interest or premium, if any, represented by the Obligations, any notice which is permitted or required to be given to or by Owners hereunder (except such notice as is required to be given by the Town to the Trustee or to DTC), or any consent given or any other action taken by DTC as Owner. Section 2.8. Application of Proceeds. The proceeds received by the Trustee from the sale of the Obligations ($ ) shall forthwith be applied by the Trustee as follows, in the following order of priority: (1) $ shall be deposited in the Payment Fund, (2) $ shall be deposited in the Costs of Issuance Fund, (3) $ shall be held in a temporary fund and transferred on the Closing Date to the Escrow Trustee for purposes of the Escrow Trust Agreement, and (4) the balance ($ ) shall be deposited in the Acquisition Fund. Section 2.9. Transfer and Exchange. (a) Any Obligation may, in accordance with its terms, be transferred upon the registration books for the Obligations required to be kept pursuant to the provisions of Section 2.13 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Obligation for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Obligation or Obligations shall be surrendered for transfer, the Trustee shall execute and deliver a new Obligation or Obligations in fully registered form of the series, maturity, date and interest rate and for a like aggregate payment amount. (b) Obligations may be exchanged at the Designated Office for a like aggregate payment amount of Obligations of Authorized Denominations of the same series, payment date and interest rate. In connection with any such exchange or transfer of Obligations, the Owner requesting such exchange or transfer shall, as a condition precedent to the exercise of the privilege of making such exchange or transfer, remit to the Trustee an amount sufficient to pay any tax or other governmental charge required to be paid, other than one imposed by the Town (which will not be payable by the Trustee), or any fee or expense of the Trustee or the Town with respect to such exchange or transfer. 12 Marana Regular Council Meeting 03/07/2017 Page 146 of 298 (c) The Trustee may, but shall not be obligated to, exchange or register the transfer of an Obligation (i) if principal represented by the Obligation is to be prepaid, in whole or in part, or (ii) during a period of fifteen(15) days preceding the giving of a notice of prepayment. If an Obligation subject to such prepayment is to be transferred after having been selected for prepayment, any notice of prepayment which has been given to the transferor shall be binding on the transferee and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation or Obligations. Section 2.10. Obligations Mutilated, Lost, Destroyed or Stolen. If any Obligation shall become mutilated, the Trustee, at the expense of the Owner of said Obligation, shall execute and deliver a new Obligation of like series, tenor and payment date and amount in exchange and substitution for the Obligation so mutilated, but only upon surrender to the Trustee of the Obligation so mutilated. Any mutilated Obligation so surrendered to the Trustee shall be cancelled by it and redelivered to, or upon the order of, the Owner of such Obligation. If any Obligation shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and, if an indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Owner of such Obligation, shall execute and deliver a new Obligation of like series, tenor and payment date and amount and numbered as the Trustee shall determine in lieu of and in substitution for the Obligation so lost, destroyed or stolen. The Trustee may require payment of an appropriate fee for each new Obligation delivered under this Section and of the expenses which may be incurred by the Trustee in carrying out the duties under this Section. Any Obligation issued under the provisions of this Section in lieu of any Obligation alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this Trust Agreement with all other Obligations secured by this Trust Agreement. The Trustee shall not be required to treat both the original Obligation and any replacement Obligation as being Outstanding for the purpose of determining the principal amount of Obligations which may be executed and delivered hereunder or for the purpose of determining any percentage of Obligations Outstanding hereunder, but both the original and replacement Obligation shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Obligation for an Obligation which has been mutilated, lost, destroyed or stolen, and which has become due, the Trustee may make payment with respect to such Obligation upon receipt of the aforementioned indemnity. Section 2.11. Payment. (a) Payment of interest due represented by any Obligation on any Interest Payment Date shall be made to the person appearing on the registration books for the Obligation maintained by the Trustee as the Owner thereof as of the Regular Record Date immediately preceding such Interest Payment Date, such interest to be paid by check mailed on the date due by first class mail to such Owner at the address thereof as it appears on such registration books,payable in lawful money of the United States of America. (b) The principal and premium, if any, represented by any Obligations shall be payable in lawful money of the United States of America upon surrender when due at the Designated Office. 13 Marana Regular Council Meeting 03/07/2017 Page 147 of 298 (c) Interest and, if satisfactory arrangements for surrender are made with the Trustee, principal and premium, if any, payable to any Securities Depository or to any Owner of$1,000,000 or more in principal amount of Obligations shall be paid by wire transfer in immediately available funds to an account in the United States of America if the Owner makes a written request of the Trustee at least twenty (20) days before the Interest Payment Date specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. (d) Any interest represented by any Obligation which is payable on, but is not punctually paid or duly provided for on, any Interest Payment Date ("Defaulted Interest") shall forthwith cease to be payable to the Owner on the relevant Regular Record Date solely by virtue of such Owner having been such Owner. Such Defaulted Interest shall thereupon be paid, together with interest thereon at the same rate per annum as such Defaulted Interest, by the Trustee (out of funds provided to it by the Town) to the persons in whose names such Obligations are registered at the close of business on a special record date for the payment of such portion of Defaulted Interest as may then be paid from the sources herein provided (the "Special Record Date"). When the Trustee has funds available to pay the Defaulted Interest and interest thereon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest and interest thereon which shall be not more than fifteen (15) nor less than ten (10) days prior to the date of the proposed payment by the Trustee. The Trustee shall promptly cause notice of the proposed payment of such Defaulted Interest and interest thereon and the Special Record Date therefor to be mailed, first class postage prepaid, to each Owner of an Obligation at his address as it appears in the registration books by the Trustee for the Obligation not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and interest thereon and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest and interest thereon shall be paid to the persons in whose names the Obligations are registered on such Special Record Date. Section 2.12. Execution of Documents and Proof of Ownership. (a) Any request, direction, consent, revocation of consent or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by Obligation Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Obligations. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the ownership of Obligations shall be sufficient for any purpose of this Trust Agreement (except as otherwise herein provided), if made in the following manner: (1) The fact and date of the execution by any Owner or the attorney or agent thereof of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions, that the persons signing such instruments 14 Marana Regular Council Meeting 03/07/2017 Page 148 of 298 acknowledged the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of his authority. (2) The fact of the ownership of Obligations by any person and the amount, the payment date and the numbers of such Obligations and the date of his holding the same be proved on the registration books maintained pursuant to Section 2.13. (b) Nothing contained in this Article II shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which the Trustee may deem sufficient. Any request or consent of the Owner of any Obligation shall bind every future Owner of the same Obligation in respect of anything done or suffered to be done by the Trustee in pursuance of such request or consent. Section 2.13. Obligation Re ig ster. The Trustee will keep or cause to be kept, at the Designated Office, sufficient books for the registration and transfer of each series of the Obligations which shall at all times during regular business hours on any Business Day be open to inspection by the Town and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Obligations as hereinbefore provided. Section 2.14. Payment of Unclaimed Amounts. In the event any check for payment of interest represented by an Obligation is returned to the Trustee unendorsed or is not presented for payment within two (2) years from its payment date or any Obligation is not presented for payment of principal when due, including because of prepayment, if funds sufficient to pay such interest or principal due upon such Obligation shall have been made available to the Trustee for the benefit of the Owner thereof, it shall be the duty of the Trustee to hold such funds, without liability for interest thereon, for the benefit of the Owner of such Obligation who shall thereafter be restricted exclusively to such funds for any claim of whatever nature relating to such Obligation or amounts due thereunder. The obligation of the Trustee to hold such funds shall continue for two years and six months (subject to applicable escheat laws) following the date on which such interest or principal payment became due, whether on the date due or the date fixed for prepayment, or otherwise, at which time the Trustee shall surrender such unclaimed funds so held to the Town, whereupon any claim of whatever nature by the Owner of such Obligation arising under such Obligation shall be made upon the Town. ARTICLE III ACQUISITION FUND; COSTS OF ISSUANCE FUND Section 3.1. Establishment and Application of Acquisition Fund. (a) The Trustee shall establish a special trust fund designated as the "Town of Marana Series 2017 Acquisition Fund" (herein referred to as the "Acquisition Fund"), shall keep such fund separate and apart from all other funds and moneys held by it and shall administer such fund as provided in this Trust Agreement. 15 Marana Regular Council Meeting 03/07/2017 Page 149 of 298 (b) (1) Upon receipt of a duly executed, applicable Payment Request Form, the Trustee shall remit to the payee designated in the Payment Request Form, the amount requested to be paid in such Payment Request Form for Project Costs within three (3) Business Days following submission of such Payment Request Form. Notwithstanding the foregoing, the Trustee shall apply moneys on deposit in the Acquisition Fund to reimburse the Town for any Project Costs with respect to the Projects incurred or advanced by the Town within three (3) Business Days of receipt of a duly executed Reimbursement Request Form. (2) On the Completion Date, the Trustee shall transfer any remaining amounts in the Acquisition Fund to the Payment Fund to be applied onl to the Payments due from the Town on the next succeeding Interest Payment Date and the Acquisition Fund shall be closed. (3) Any amount remaining in the Acquisition Fund upon the occurrence of an Event of Default shall not be disbursed as provided in this Section, but shall be immediately transferred to the Payment Fund and used ono to pay principal and interest represented by the Obligations. Section 3.2. Establishment and Application of Costs of Issuance Fund. (a) The Trustee shall establish a special trust fund designated as the "Town of Marana Series 2017 Costs of Issuance Fund" (herein referred to as the "Costs of Issuance Fund"), shall keep such fund separate and apart from all other funds and moneys held by it and shall administer such fund as provided in this Trust Agreement. (b) Amounts in the Costs of Issuance Fund shall be disbursed for Delivery Costs. Disbursements from the Costs of Issuance Fund shall be made by the Trustee upon receipt of a requisition for disbursement (on which the Trustee is entitled to rely) executed or approved by the Town Representative. Each such certificate shall set forth the amounts to be disbursed for payment, or reimbursement of previous payments, of Delivery Costs and the person or persons to whom said amounts are to be disbursed. (c) On the earlier of 11 2017, or when all Delivery Costs associated with the Obligations have been paid (as shown by a certificate of a Town Representative, if requested by the Trustee), the Trustee shall transfer any amounts remaining in the Costs of Issuance Fund to the Payment Fund, and the Costs of Issuance Fund shall be closed. ARTICLE IV PREPAYMENT OF OBLIGATIONS Section 4.1. Prepayment Provisions. T (a) Principal represented by the Obligations payable before or on July 1, 20 , is not subject to prepayment. Principal represented by the Obligations payable on or after July 1, 20 , is subject to prepayment in such order and from such principal amount payable selected by the Town and by lot within such principal amount by such methods as may 16 Marana Regular Council Meeting 03/07/2017 Page 150 of 298 be selected by the Trustee (or if held in book-entry form in any manner acceptable to DTC) from prepayments made by the Town pursuant to Section 7 of the Purchase Agreement, in whole or in part on any date on or after July 1, 20 , at a price equal to the principal amount thereof to be prepaid, together with accrued interest to the date fixed for prepayment, but without premium. (b) Principal represented by the Obligations payable on July 1, 20 , shall be prepaid on July 1 of the years indicated and in the amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid 20 $ ,000 20 ,000 Whenever Obligations payable on July 1, 20 , are purchased, prepaid (other than pursuant to mandatory prepayment) or delivered by the Town to the Trustee for cancellation, the principal amount of the Obligations payable on July 1, 20 , so retired shall satisfy and be credited against the mandatory prepayment requirements for such Obligations payable on July 1, 20 , for such years as the Town may direct. Section 4.2. Selection of Obligations for Prepay. Principal represented by the Obligations shall be prepaid only in the amounts of $5,000 of principal represented by each or integral multiples thereof. The Town shall, at least forty-five (45) days prior to the prepayment date, notify the Trustee of such prepayment date and of the payment dates of the Obligations and the payment amount of principal represented by the Obligations due on any such payment date to be prepaid on such date. For the purposes of any prepayment of less than all of the Obligations payable on a single payment date, if the Obligations are not held in a book-entry- only system as described in Section 2.7, the particular Obligations or portions of Obligations payable on the date(s) selected to be prepaid shall be selected by the Trustee by lot in accordance with its standard procedures not more than forty-five (45) nor less than thirty (30) days prior to the prepayment date by such selection methods as the Trustee shall in its sole discretion deem appropriate and fair; provided, however, that such selection methods shall provide for the selection of Obligations or portions thereof for prepayment in principal amounts of $5,000 or integral multiples thereof such that any $5,000 Obligation or $5,000 portion of an Obligation payable on the date selected shall be as likely to be called for prepayment as any other such $5,000 Obligation or $5,000 portion thereof. The Trustee shall promptly notify the Town in writing of the Obligations so selected for prepayment, and the Town will provide the Trustee within thirty (30) days a recomputed payment schedule for the Purchase Agreement. Notwithstanding the foregoing, the Securities Depository for Obligations held in a book-entry- only system shall select the Obligations for prepayment from Obligations maturing in a given year according to its stated procedures. While the Town intends that allocations be made in accordance with the foregoing proportional provisions, the selection of Taxed Obligations for prepayment shall be subject to practices and procedures of the Securities Depository as in effect from time to time. 17 Marana Regular Council Meeting 03/07/2017 Page 151 of 298 Section 4.3. Notice of Prepayment; Effect. (a) The Trustee shall cause notice of any optional prepayment hereunder to be mailed to the Owners of all of the Obligations to be prepaid at the addresses appearing in the Register kept for such purpose pursuant to Section 2.13. Each such notice shall (1)be sent no more than 60 nor less than 30 calendar days prior to the prepayment date, (2) identify the Obligations to be prepaid (specifying the CUSIP numbers, if any, assigned to the Obligations), (3) specify with respect to the Obligations being prepaid their series, their date of issue, their final payment date, their prepayment date and their prepayment price, (4) set forth the name, address and telephone number of the person from whom information pertaining to the prepayment may be obtained, and (5) state that on the prepayment date the Obligations to be prepaid will be payable at the Designated Office, that from that date interest will cease to accrue and that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Obligations. No defect affecting any Obligation, whether in the notice of prepayment or the delivery thereof(including any failure to mail such notice), shall affect the validity of the prepayment proceedings for any other Obligations. (b) If at the time of mailing of notice of an optional prepayment of principal represented by Obligations, there has not been deposited with the Trustee moneys or Defeasance Obligations sufficient to prepay all Obligations subject to such prepayment and the requirements of (e) below are not satisfied, then such notice shall state that the prepayment is conditional upon the deposit of moneys or Defeasance Obligations sufficient for the prepayment with the Trustee and satisfaction of such requirements not later than the opening of business on the prepayment date, and such notice will be of no effect and such Obligations shall not be prepaid unless such moneys or Defeasance Obligations are so deposited and such requirements in (e) below are met. (c) Any notice of prepayment shall be mailed by first class mail, postage prepaid; provided that any notice of prepayment given to any Owner of $1,000,000 or more in aggregate principal amount of Obligations also shall be transmitted electronically. A certificate of the Trustee shall conclusively establish the mailing or delivery of any such notice for all purposes. (d) Notice having been mailed in the manner provided in (b) above, the Obligations and portions thereof, principal which is represented thereby, shall become due and payable on the prepayment date, and upon presentation and surrender of such Obligation at the place or places specified in that notice, shall be paid at the prepayment price, plus interest accrued to the prepayment date. (e) If the money or Defeasance Obligations for the prepayment of all of the portion of principal represented by the Obligations to be prepaid, together with interest accrued thereon to the prepayment date, is held by the Trustee on the prepayment date, so as to be available therefor on that date, then from and after the prepayment date such principal thereof to be prepaid shall cease to bear interest, and, the Obligations or portion thereof represented thereby no longer shall be considered to be Outstanding hereunder. If those moneys shall not be so available on the prepayment date, such principal shall continue to bear interest, until paid, at the same rate as they would have borne otherwise. 18 Marana Regular Council Meeting 03/07/2017 Page 152 of 298 (f) All moneys deposited in the Payment Fund and held by the Trustee for the prepayment of such portions of principal represented by particular Obligations shall be held in trust for the account of the Owners of such Obligations and shall be paid to them, respectively, upon presentation and surrender of those Obligations. Section 4.4. Partial Prepayment of Obli ag tion. Upon surrender of any Obligation, the principal portion of which has been prepaid in part only, the Trustee shall execute and deliver to the Owner thereof, at the expense of the Town, a new Obligation or Obligations of Authorized Denominations equal in aggregate payment amount to the unpaid portion of the Obligation surrendered and of the same series and payment date. ARTICLE V PAYMENT FUND Section 5.1. Trustee's Rights in Purchase Agreement. The Trustee holds in trust hereunder all of its rights and duties in the Purchase Agreement, including but not limited to all of the rights to receive and collect all of the Payments and all other amounts required to be deposited in the Payment Fund pursuant to the Purchase Agreement or pursuant hereto. All of the Payments and such other amounts to which the Seller may at any time be entitled shall be paid directly to the Trustee in trust, and all of the Payments collected or received by the Trustee shall be held by the Trustee in trust hereunder in the Payment Fund for the benefit of the Owners. Section 5.2. Establishment and Application of Payment Fund. (a) The Trustee shall establish a special trust fund designated as the "Town of Marana Series 2017 Payment Fund" (herein referred to as the "Payment Fund"). So long as any Obligations are Outstanding, the Town shall have no beneficial right or interest in the Payment Fund or the moneys deposited therein, except only as provided in this Trust Agreement, and such moneys shall be used and applied by the Trustee as hereinafter set forth. (b) Not less than ten (10) Business Days prior to each Interest Payment Date, the Trustee shall notify the Town of the amount required to be paid, after taking into account amounts which will be transferred to the Payment Fund in accordance herewith, on or before such Interest Payment Date, so that a sufficient amount will then be on deposit for both principal and interest represented by the Obligations then due. All amounts received by the Trustee as Payments pursuant to the Purchase Agreement or as transfers pursuant hereto shall be deposited in the Payment Fund. (c) All amounts in the Payment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal, interest and premium, if any, represented by the Obligations as the same shall become due and payable, in accordance with the provisions of Articles II and IV. 19 Marana Regular Council Meeting 03/07/2017 Page 153 of 298 Section 5.3. [Reserved to Preserve Section Numbering Section 5.4. Transfers of Investment Earnings to Payment Fund. With the same limitation described in Section 3.1(b)(3), except as otherwise directed by the Town, the Trustee shall, on or before the next Interest Payment Date occurring on July 1, transfer any income or profit on the investment of moneys in the funds hereunder to the Payment Fund. Section 5.5. Su lus. Any surplus remaining in any of the funds created hereunder, after prepayment and payment or provision for prepayment and payment of all Obligations, including accrued interest and prepayment premium, if any, and payment of any applicable fees, expenses or indemnities to the Trustee, or provision for such prepayment and payment having been made to the satisfaction of the Trustee, shall be withdrawn by the Trustee and remitted to the Town. ARTICLE VI MONEYS IN FUNDS; INVESTMENT; CERTAIN TAX COVENANTS Section 6.1. Held in Trust. The moneys and investments held by the Trustee under this Trust Agreement are irrevocably held in trust for the benefit of the Owners of the Obligations and for the purposes herein specified, and such moneys, and any income or interest earned thereon, shall be expended only as provided in this Trust Agreement and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of the Town or any Owner of the Obligations. Section 6.2. Investments Authorized. Upon written order of the Town Representative and subject to the limitations provided herein, moneys held by the Trustee hereunder shall be invested and reinvested by the Trustee, to the maximum extent practicable in Permitted Investments having the highest yield reasonably obtainable. The Town Representative shall direct such investment in specific Permitted Investments. Such investments, if registrable, shall be registered in the name of the Trustee and shall be held by the Trustee. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section. Such investments and reinvestments shall be made giving full consideration to the time at which funds are required to be available. The Trustee may act as purchaser or agent in the making or disposing of any investment. The Trustee shall have no obligation to invest and reinvest any cash held by it hereunder in the absence of timely and specific written direction from the Town Representative. In no event shall the Trustee be liable for the selection of investments. The Trustee may conclusively rely upon such written direction from the Town Representative as to both the suitability and legality of the directed investments. The Town acknowledges that regulations of the Comptroller of the Currency grant the Town the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, the Town specifically waives compliance with 12 Code of Federal Regulations 12 and hereby notifies the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur. Section 6.3. Accounting. The Trustee shall furnish to the Town, not less than semiannually, an accounting (which may be in the form of its customary statement) of all 20 Marana Regular Council Meeting 03/07/2017 Page 154 of 298 investments made by the Trustee. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 6.2. Section 6.4. Allocation of Earnings. Any income, profit or loss on such investments shall be deposited in or charged to the respective funds from which such investments were made, and any interest on any deposit of funds shall be deposited in the fund from which such deposit was made, except as otherwise provided herein. At the direction of the Town Representative, any such income, profit or interest shall be transferred and applied if necessary to pay amounts due pursuant to section 148 of the Code. Section 6.5. Valuation and Disposition of Investments. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued at Market Value. The Trustee may sell or present for redemption, any Permitted Investment so purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investment is credited, and the Trustee shall not be liable or responsible for any loss resulting from such investment. Section 6.6. Limitation of Investment Yield. In the event the Town is of the opinion that it is necessary to restrict or limit the yield on the investment of any amounts paid to or held by the Trustee hereunder in order to avoid the Obligations, or any of them, being considered "arbitrage bonds" within the meaning of section 148 of the Code, the Town Representative may issue to the Trustee a written certificate to such effect (along with appropriate instructions), in which event the Trustee will take such action as is instructed so to restrict or limit the yield on such investment in accordance with the specific instructions contained in such certificate, irrespective of whether the Trustee shares such opinion. Section 6.7. Other Tax Covenants. In consideration of the acceptance and execution of the Purchase Agreement by the Trustee and the purchase by the Owners of the Obligations, from time to time, and in consideration of retaining the exclusion of the portion of each Payment denominated as and comprising interest pursuant to the Purchase Agreement and received by the Owners of the Obligations for federal income tax purposes, the Town shall, from time to time, neither take nor fail to take any action, which action or failure to act is within its power and authority and would result in such portion of each such Payment becoming subject to inclusion in gross income for federal income tax purposes under either laws existing on the date of execution of the Purchase Agreement or such laws as they may be modified or amended or tax laws later adopted. The Town shall comply with such requirement(s) and will take any such action(s) as are necessary to prevent such portion of each such Payment from becoming subject to inclusion in gross income for federal income tax purposes. Such requirements may include but are not limited to making further specific covenants; making truthful certifications and representations and giving necessary assurances; complying with all representations, covenants and assurances contained in certificates or agreements required by any Special Counsel's Opinion; to pay to the United States of America any required amounts representing rebates of arbitrage profits relating to the Obligations; filing forms, statements and supporting documents as may be required under the federal tax laws; limiting the term of and yield on investments 21 Marana Regular Council Meeting 03/07/2017 Page 155 of 298 made with moneys held pursuant to this Trust Agreement and limiting the use of the proceeds of the Obligations and property financed or refinanced thereby. ARTICLE VII THE TRUSTEE Section 7.1. Appointment of Trustee. The Town hereby authorizes and directs the Trustee to, and the Trustee shall, execute and deliver the Purchase Agreement, as Seller, and receive all moneys required to be deposited with the Trustee hereunder and shall allocate, use and apply the same as provided in this Trust Agreement. The Town shall maintain as the Trustee a bank or trust company with a combined capital and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or State authority, so long as any of the Obligations are Outstanding. If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to then for the purpose of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Section 7.2. Liability of Trustee; Standard of Care. Except with respect to its authority and power generally and authorization to execute this Trust Agreement, the recitals of facts, covenants and agreements herein, in the Purchase Agreement and in the Obligations shall be taken as statements, covenants and agreements of the Town, and the Trustee assumes no responsibility for the correctness of the same, or makes any representations as to the validity hereof or sufficiency of this Trust Agreement, the Purchase Agreement or the Obligations or shall incur any responsibility in respect hereof or thereof, other than in connection with the duties or obligations herein or in the Obligations assigned to or imposed upon them, respectively. Prior to the occurrence of an Event of Default, or after the timely cure of an Event of Default, the Trustee shall perform only such duties as are specifically set forth in this Trust Agreement and no implied obligations or covenants should be read into this Trust Agreement against the Trustee. After the occurrence of an Event of Default, the Trustee shall exercise such of the rights and powers vested in it, and use the same degree of care and skill in such exercise, as a prudent person would exercise under the circumstances in the conduct of the affairs of the Trustee. Section 7.3. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall be eligible under Section 7.1, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. Section 7.4. Protection and Rights of the Trustee. (a) The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificates, statements, affidavit, voucher, bond, requisition or other paper or document which it 22 Marana Regular Council Meeting 03/07/2017 Page 156 of 298 shall in good faith believe to be genuine and to have been passed or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Trust Agreement, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Obligation or to take any action at his request unless such Obligation shall be deposited with the Trustee and satisfactory evidence of the ownership of such Obligation shall be furnished to the Trustee. The Trustee may consult with counsel with regard to legal questions, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith. (b) Whenever in the administration of its duties under this Trust Agreement, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) shall be deemed to be conclusively proved and established by the certificate of the Town Representative and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of this Trust Agreement upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. (c) The Trustee may become the Owner of the Obligations with the same rights it would have if it were not Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the Town with the same rights it would have if it were not the Trustee and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Obligations, whether or not such committee shall represent the Owners of the majority in principal amount of the Obligations then Outstanding. (d) The recitals, statements and representations by the Town contained in this Trust Agreement, the Purchase Agreement or the Obligations shall be taken and construed as made by and on the part of the Town and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof. (e) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Trust Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or negligence. (f) No provision in this Trust Agreement shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability (including, without limitation, any and all environmental liability) in the performance of any of its duties hereunder 23 Marana Regular Council Meeting 03/07/2017 Page 157 of 298 or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (g) The Trustee shall not be accountable for the use or application by the Town or any other party of any funds which the Trustee has released in accordance with the terms of this Trust Agreement. (h) The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Town of the Projects. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Purchase Agreement or this Trust Agreement for the acquisition of the Projects. (i) Notwithstanding any provision in this Trust Agreement or the Purchase Agreement to the contrary, the Trustee shall not be required to take notice or be deemed to have notice of an Event of Default, except an Event of Default under Section 9(a)(i)(A) of the Purchase Agreement, unless a Responsible Officer of the Trustee has actual notice thereof or is specifically notified in writing of such default by the Town or the Owners of at least twenty-five percent (25%) in aggregate principal amount of all Obligations then Outstanding. 0) The Trustee agrees to accept and act upon instructions of directions pursuant to this Trust Agreement sent by unsecured email, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Town elects to give the Trustee email or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Town agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. (k) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force maj eure. The term "force maj eure" means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force maj eure shall include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. 24 Marana Regular Council Meeting 03/07/2017 Page 158 of 298 (1) The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of those Obligations. (m) The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the Projects. (n) Before taking any action under this Trust Agreement relating to an Event of Default or in connection with its duties under this Trust Agreement other than making payments of principal and interest represented by the Obligations as they become due, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, including, but not limited to, any liability arising directly or indirectly under any federal, state or local statute, rule, law or ordinance related to the protection of the environment or hazardous substances and except liability which is adjudicated, to have resulted from its negligence or willful default in connection with any action so taken. (o) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Obligations then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement. Section 7.5. Compensation of Trustee. The Town shall from time to time, pursuant to a fee schedule agreed to between the Town and the Trustee (which schedule may be amended in writing), pay to the Trustee reasonable compensation for its services, including but not limited to advances to, and reasonable fees and expenses of, independent appraisers, accountants, consultants, counsel, agents and attorneys-at-law or other experts employed by it in the exercise and performance of its powers and duties hereunder. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. Section 7.6. Removal and Resignation of Trustee. (a) The Town (but only if no Event of Default has occurred and is continuing) or the Owners of a majority in aggregate principal amount of all Obligations Outstanding, at any time upon thirty (30) days' prior written notice, and for any reason, may remove the Trustee and any successor thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or State authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or the requirements of any supervising or examining authority above referred to, 25 Marana Regular Council Meeting 03/07/2017 Page 159 of 298 then, for the purposes of this Section, the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) The Trustee may at any time resign by giving written notice to the Town. Upon receiving such notice of resignation, the Town shall promptly appoint a successor trustee by an instrument in writing; provided, however, that in the event that the Town does not appoint a successor trustee within thirty (30) days following receipt of such notice of resignation or its giving notice of removal, the retiring Trustee may petition the appropriate court having jurisdiction to appoint a successor trustee. Any resignation or removal of the Trustee and appointment of a successor trustee shall become effective upon acceptance of appointment by the successor trustee. The Trustee and the Town shall execute any documents reasonably required to effect the transfer of rights and obligations of the Trustee to the successor trustee subject, however, to the terms and conditions herein set forth, including, without limitation, the right of the predecessor Trustee to be paid and reimbursed in full for its reasonable charges and expenses (including reasonable fees and expenses of its counsel) and the indemnification under Sections 7.4 and 10.3. Upon such acceptance, the successor trustee shall mail notice thereof to the Owners of the Obligations at their respective addresses set forth on the registration books for the Obligations maintained pursuant to Section 2.13. Section 7.7. Appointment of Agent. The Trustee may appoint an agent or agents to exercise any of the powers, rights or remedies granted to the Trustee under this Trust Agreement and to hold title to property or to take any other action which may be desirable or necessary. Section 7.8. Commin ling. The Trustee may commingle any of the funds held by it pursuant to this Trust Agreement in a separate fund or funds for investment purposes only; provided, however, that all funds or accounts held by the Trustee hereunder shall be accounted for separately notwithstanding such commingling by the Trustee. Section 7.9. Records. The Trustee shall keep complete and accurate records of all moneys received and disbursed under this Trust Agreement, which shall be available for inspection by the Town, or any of its agents, at any time, upon reasonable prior notice, during regular business hours. The Trustee shall provide the Town Representative with semiannual reports of funds transactions and balances. ARTICLE VIII MODIFICATION OR AMENDMENT OF AGREEMENTS Section 8.1. Amendments Permitted. (a) This Trust Agreement and the rights and obligations of the Owners of the Obligations and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental or amending agreement which shall become effective when the written consent of the Owners of a majority in aggregate principal amount of all Obligations then Outstanding, exclusive of Obligations disqualified as 26 Marana Regular Council Meeting 03/07/2017 Page 160 of 298 provided in Section 8.3, shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the final payment of principal represented by any Obligation or reducing the interest represented thereby or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the prepayment thereof, without the express consent of the Owner of such Obligation, or (2)reduce or have the effect of reducing the percentage of Obligations required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Purchase Agreement, or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. Any such supplemental or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement and the rights and obligations of the Owners of the Obligations, and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental or amending agreement, without the consent of any such Owners, but only (1) to provide for additions or modifications to the Projects, (2) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein reserved to the Trustee (for its own behalf) or the Town, (3) to secure additional revenues or provide additional security or reserves for payment of the Obligations, (4) to comply with the requirements of any state or federal securities laws or the Trust Indenture Act of 1939, as from time to time amended, if required by law or regulation lawfully issued thereunder, (5) to provide for the appointment of a successor trustee pursuant to the terms hereof, (6) to preserve the exclusion of interest represented by the Obligations from gross income for purposes of federal or State income taxes and to preserve the power of the Town to continue to issue bonds or incur other obligations the interest on which is likewise exempt from federal and State income taxes, (7)to cure, correct or supplement any ambiguous or defective provision contained herein or therein, (8) with respect to rating matters or (9) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which shall not materially, adversely affect the interests of the Owners of the Obligations as evidenced by a Special Counsel's Opinion delivered by the Town to the Trustee. Any such supplemental or amending agreement shall become effective upon execution and delivery by the parties hereto or thereto as the case may be. The Trustee may rely upon the Special Counsel's Opinion as conclusive evidence that any such supplemental or amending agreement complies with this Section. Section 8.2. Procedure for Amendment With Written Consent of Obli ag tion Owners. (a) This Trust Agreement and the Purchase Agreement may be amended by supplemental or amending agreement as provided in this Section in the event the consent of the Owners of the Obligations is required pursuant to Section 8.1. A copy of such supplemental or amending agreement, together with a request to the Owners of the Obligations for their consent thereto, shall be mailed by the Trustee to each Owner of an Obligation at the address thereof as set forth on the registration books for the Obligations maintained pursuant to Section 2.13, but failure to mail copies of such supplemental or amending agreement and request shall not affect the validity of the supplemental or amending agreement when assented to as provided in this Section 8.2. 27 Marana Regular Council Meeting 03/07/2017 Page 161 of 298 (b) Such supplemental or amending agreement shall not become effective unless there shall be filed with the Trustee the written consent of the Owners of a majority in principal amount of all Obligations then Outstanding (exclusive of Obligations disqualified as provided in Section 8.3) and a notice shall have been mailed as hereinafter in this Section provided. The consent of an Owner of an Obligation shall be effective only if accompanied by proof of ownership of the Obligations for which such consent is given, which proof shall be such as is permitted by Section 2.12. Any such consent shall be binding upon the Owner of the Obligation giving such consent and on any subsequent Owner(whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. (c) After the Owners of the required percentage of Obligations shall have filed their consents to such supplemental or amending agreement, the Trustee shall mail a notice to the Owners of the Obligations in the manner hereinbefore provided in this Section for the mailing of such supplemental or amending agreement of the notice of adoption thereof, stating in substance that such supplemental or amending agreement has been consented to by the Owners of the required percentage of Obligations and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of such supplemental agreement or consents thereto). A record, consisting of the papers required by this Section to be filed with the Trustee, shall be conclusive proof of the matters therein stated. Such supplemental or amending agreement shall become effective upon the mailing of such last-mentioned notice, and such supplemental or amending agreement shall be deemed conclusively binding upon the parties hereto and the Owners of all Obligations after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within sixty (60) days. Section 8.3. Disqualified Obli ations. Obligations owned or held by or for the account of the Town or by any person directly or indirectly controlled by, or under direct or indirect common control with the Town (except any Obligations held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Obligations provided for in this Trust Agreement and shall not be entitled to vote upon, consent to, or take any other action provided for in this Trust Agreement; provided, however, that in determining whether the Trustee shall be protected in relying upon any such approval or consent of an Owner, only Obligations which a Responsible Officer of the Trustee actually knows to be owned or held by the Town, or by any person directly or indirectly controlled by, or under direct or indirect common. control with the Town (except any Obligations held in any pension or retirement fund) shall be deemed not to be Outstanding unless all Obligations are so owned, in which case such Obligations shall be considered Outstanding for the purpose of such determination. Section 8.4. Effect of Supplemental Trust Agreement. From and after the time any supplemental or amending agreement becomes effective pursuant to this Article VIII, this Trust Agreement or the Purchase Agreement, as the case may be, shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Obligations Outstanding, as the case may be, shall 28 Marana Regular Council Meeting 03/07/2017 Page 162 of 298 thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental or amending agreement shall be deemed to be part of the terms and conditions of this Trust Agreement or the Purchase Agreement, as the case may be, for any and all purposes. The Trustee may require each Owner, before his consent provided for in this Article VIII shall be deemed effective, to reveal whether the Obligations as to which such consent is given are disqualified as provided in Section 8.3. Section 8.5. Endorsement or Replacement of Obligations Delivered After Amendments. The Trustee may determine that Obligations delivered after the effective date of any action taken as provided in this Article shall bear a notation, by endorsement or otherwise, in form approved by the Trustee, as to such action. In that case, upon demand of the Owner of any Obligation Outstanding at such effective date and presentation of his Obligation for the purpose at the office of the Trustee, a suitable notation shall be made on such Obligation. The Trustee may determine that the delivery of substitute Obligations, so modified as in the opinion of the Trustee is necessary to conform to such Obligation Owners' action, which substitute Obligations shall thereupon be prepared, executed and delivered. In that case, upon demand of the Owner of any Obligation then Outstanding, such substitute Obligation shall be exchanged at the Designated Office of the Trustee, without cost to such Owner, for an Obligation of the same character then Outstanding, upon surrender of such Outstanding Obligation. Section 8.6. Amendatory Endorsement of Obli ations. The provisions of this Article shall not prevent any Obligation Owner from accepting any amendment or supplement as to the particular Obligations held thereby, provided that proper notation thereof is made on such Obligations. ARTICLE IX COVENANTS,NOTICES Section 9.1. Compliance With and Enforcement of Purchase Agreement. The Town shall perform all obligations and duties imposed on it under the Purchase Agreement and shall not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be an Event of Default. The Town, immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting any such action will deliver the same, or a copy thereof, to the Trustee. Section 9.2. Observance of Laws and Regulations. The Town shall well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States of America, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the Town, including its right to exist and carry on business as a political subdivision, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired. 29 Marana Regular Council Meeting 03/07/2017 Page 163 of 298 Section 9.3. Recordation and Filing. The Town shall file this Trust Agreement (or a memorandum thereof or a financing statement with respect thereto), and all such documents as may be required by law (and shall take all further actions which may be necessary or be reasonably required by the Trustee), all in such manner, at such times and in such places as may be required by law in order fully to preserve, protect and perfect the security of the Trustee and the Owners. Section 9.4. Further Assurances. The Trustee (at the reasonable request of the Town) and the Town shall make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Trust Agreement and the Purchase Agreement and for the better assuring and confirming unto the Owners the rights and benefits provided herein. Section 9.5. Notification to the Town of Failure to Make Payments. The Trustee shall notify the Town of any failure by the Town to make any Payment or other payment required under the Purchase Agreement to be made to the Trustee, in writing and within one (1) Business Day of any such failure. Such notice shall not be a prerequisite for the occurrence of an Event of Default. Section 9.6. Business Days. Except as otherwise required herein, if this Trust Agreement or the Purchase Agreement requires any party to act on a specific day and such day is not a Business Day, such party need not perform such act until the next succeeding Business Day, and such act shall be deemed to have been performed on the day required. ARTICLE X LIMITATION OF LIABILITY Section 10.1. Limited Liability of the Town. Except for the payment of Payments from the Excise Tax Revenues and the State Shared Revenues when due in accordance with the Purchase Agreement and the performance of the other covenants and agreements of the Town contained in the Purchase Agreement and herein, the Town shall have no pecuniary obligation or liability to any of the other parties or to the Owners with respect to this Trust Agreement or the terms, execution, delivery or transfer of the Obligations or the distribution of Payments to the Owners by the Trustee. Section 10.2. No Liability of the Town for Trustee Performance. The Town shall have no obligation or liability to any of the other parties or to the Owners with respect to the performance by the Trustee of any duty imposed upon it under this Trust Agreement. Section 10.3. Indemnification of the Trustee. (a) To the extent permitted by law, the Town shall indemnify and save the Trustee and its officers, directors, agents and employees, harmless for, from and against all claims, losses, costs, expenses, liability and damages, including legal fees and expenses, arising out of: (1) the use, maintenance, condition or management of, or from any work or thing done on, the Projects or any portion thereof or interest therein by the Town; (2) any breach or default 30 Marana Regular Council Meeting 03/07/2017 Page 164 of 298 on the part of the Town in the performance of any of its obligations under this Trust Agreement and any other agreement made and entered into for purposes of the Projects or any interest therein; (3) any act of negligence of the Town or of any of its agents, contractors, servants, employees or licensees with respect to the Projects; (4) any act of negligence of any assignee of, or purchaser from, the Town or of any of its or their agents, contractors, servants, employees or licensees with respect to the Projects; (5) the acquisition of the Projects or any interest therein; (6) the actions of any other party, including but not limited to the operation or use of the Projects or interest therein by the Town; (7) the ownership of the Projects or interest therein; (8) the exercise and performance by the Trustee of its powers and duties hereunder, under the Purchase Agreement or the Obligations or in connection with any document or transaction contemplated herewith or therewith, or (9) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of the Obligations, including the costs and expenses of defending itself against any claim of liability arising under this Trust Agreement. No indemnification will be made under this Section or elsewhere in this Trust Agreement for willful misconduct, negligence or breach of duty under this Trust Agreement by the Trustee, or by its officers, agents, employees, successors or assigns. As security for the payment of amounts due under Section 7.5 and this Section, the Trustee shall be secured under this Trust Agreement by a lien prior to that for the Obligations. The obligations of the Town hereunder for indemnification under this Section shall remain valid and binding notwithstanding, and shall survive, the payment or prepayment of principal represented by the Obligations or resignation or removal of the Trustee or the termination of this Trust Agreement. (b) Promptly after determining that any event or condition which requires or may require indemnification by the Town hereunder exists or may exist, or after receipt of notice of the commencement of any action in respect of which indemnity may be sought hereunder, the Trustee shall notify the Town in writing of such circumstances or action (the "Notification"). Failure to give such notification shall not affect the right of the Trustee to receive the indemnification provided for herewith. Upon giving of the Notification, the Trustee shall cooperate fully with the Town in order that the Town may defend, compromise or settle any such matters or actions which may result in payment by the Town hereunder. The Town shall give the Trustee notice of its election within fifteen (15) days after receiving the Notification whether the Town, at its sole cost and expense, shall represent and defend the Trustee in any claim or action which may result in a request for indemnification hereunder. If the Town timely gives the notice that it will represent and defend the Trustee thereafter, the Trustee shall not settle or compromise or otherwise interfere with the defense or undertakings of the Town hereunder. The Town shall not settle or compromise any claim or action against the Trustee without the written approval of the Trustee, except to the extent that the Town shall pay all losses and the Trustee shall be fully released from such claim or action. If the Town either fails to timely give its notice or notifies the Trustee that the Town will not represent and defend the Trustee, the Trustee may defend, settle, compromise or admit liability as it shall determine in the reasonable exercise of its discretion, at the expense of the Town. In the event the Town is required to and does indemnify the Trustee as herein provided, the rights of the Town shall be subrogated to the rights of the Trustee to recover such losses or damages from any other person or entity. 31 Marana Regular Council Meeting 03/07/2017 Page 165 of 298 Section 10.4. Opinion of Counsel. Before being required to take any action, the Trustee may require an opinion of Independent Counsel acceptable to the Trustee, which opinion shall be made available to the other parties hereto upon request, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, the Trustee shall be absolutely protected in relying thereon. ARTICLE XI EVENTS OF DEFAULT AND REMEDIES OF OBLIGATION OWNERS Section 11.1. Seller's Rights Held in Trust. As provided herein, the Trustee holds in trust hereunder all of the Seller's rights in and to the Purchase Agreement, including without limitation all of the Seller's rights to exercise such rights and remedies conferred on the Seller pursuant to the Purchase Agreement as may be necessary or convenient to enforce payment of the Payments and any other amounts required to be deposited in the Payment Fund and enforcement of the pledge of the Excise Revenues and the State Shared Revenues for the payment of the Obligations. Section 11.2. Remedies Upon Default; No Acceleration. If an Event of Default shall happen, then and in each and every such case during the continuance of such Event of Default, the Trustee may, or upon request of the Owners of a majority in aggregate principal amount of the Obligations then Outstanding and receiving indemnity satisfactory to it shall, exercise one or more of the remedies granted pursuant to the Purchase Agreement; provided, however, that notwithstanding anything herein or in the Purchase Agreement to the contrary, there shall be no right under any circumstances to accelerate the payment dates of the Obligations or otherwise to declare any of the Payments not then past due or in default to be immediately due and payable. Section 11.3. Application of Funds. All moneys received by the Trustee pursuant to any right given or action taken pursuant to the provisions of this Article XI or Section 9 of the Purchase Agreement shall be applied by the Trustee in the order following, in the case of the Obligations, upon presentation of the several Obligations, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: First, to the payment of the fees, costs and expenses of the Trustee and then of the Obligation Owners in declaring such Event of Default, including reasonable compensation to its or their agents, attorneys and counsel and Second, to the payment of the whole amount then owing and unpaid with respect to the Obligations and, with interest on the overdue principal and installments of interest at the rate of twelve percent (12%) per annum (but such interest on overdue installments of interest shall be paid only to the extent funds are available therefor following payment of principal and interest and interest on overdue principal, as aforesaid), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Obligations, then to the payment of such principal and interest without preference or priority of principal over interest, or of 32 Marana Regular Council Meeting 03/07/2017 Page 166 of 298 interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Section 11.4. Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of all Obligations then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of Obligations by a suit in equity or action at law for the specific performance of any covenant or agreement contained herein. Section 11.5. Non-waiver. Except as otherwise provided in this Article, the Obligation Owners have the right to institute suit to enforce and collect the Payments as provided in the Purchase Agreement. No delay or omission of the Trustee or of any Owner of any of the Obligations to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article to the Trustee or the Owners of Obligations may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the Obligation Owners. Section 11.6. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in aggregate principal amount of the Obligations then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Obligations, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, without the consent of the Owners of a majority in aggregate principal amount of the Obligations Outstanding. Section 11.7. Limitation on Obligation Owners' Right to Sue. (a) No Owner of any Obligation issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Trust Agreement, unless (1) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (2) the Owners of at least a majority in aggregate principal amount of all Obligations then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (3) said Owners shall have tendered to the Trustee indemnity satisfactory to it against the costs, expenses, and liabilities to be incurred in compliance with such request and (4) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. (b) Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Obligations of any remedy hereunder; it being understood and intended that no one or 33 Marana Regular Council Meeting 03/07/2017 Page 167 of 298 more Owners of Obligations shall have any right in any manner whatever by his or their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Obligations. (c) The right of any Owner of any Obligation to receive payment of said Owner's proportionate interest in the Payments as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Trust Agreement. ARTICLE XII MISCELLANEOUS Section 12.1. Defeasance. (a) If and when any Outstanding Obligation or portion thereof shall be paid and discharged in any one or more of the following ways: (1) By paying or causing to be paid the principal, interest and premium, if any, represented by such Obligations Outstanding, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal, interest and premium, if any, due represented by such Outstanding Obligations; or (3) By depositing with a Depository Trustee, in trust for such purpose, any Defeasance Obligations which are noncallable in such amount as shall be certified to the Trustee and the Town in a report by an independent firm of nationally recognized certified public accountants acceptable to the Trustee and the Town, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal, interest and premium, if any represented by such Obligations at their respective payment or prepayment dates, which deposit may be made in accordance with the provisions of Section 7 of the Purchase Agreement; notwithstanding that any Obligations shall not have been surrendered for payment, all obligations of the Trustee and the Town with respect to such Outstanding Obligations shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Section and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3), the 34 Marana Regular Council Meeting 03/07/2017 Page 168 of 298 Obligations shall continue to represent direct and proportionate interests of the Owners thereof in such funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the payment to be made to Owners or for the payment of any other amounts due and payable by the Town hereunder or under the Purchase Agreement, shall be paid over to the Town. (c) Any Obligation or portion thereof in Authorized Denominations may be paid and discharged as provided in this Section; provided however, that if principal represented by any such Obligation is to be prepaid, notice of such prepayment shall have been given in accordance with the provisions hereof or the Town shall have submitted to the Trustee instructions to be irrevocable as to the date upon which such Obligation or portion thereof is to be prepaid and as to the giving of notice of such prepayment; and provided further, that if any such Obligation or portion thereof will not be payable within sixty (60) days of the deposit referred to in subsections (2) or (3) of this Section, the Trustee shall give notice of such deposit by first class mail to the Owners. (d) No Obligation may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the provisions for payment of such Obligation is made, the interest payable on any Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee, and the Town may rely upon a Special Counsel's Opinion to the effect that the provisions of this subsection will not be breached by so providing for the payment of any Obligations. Section 12.2. Notices. All written notices to be given under this Trust Agreement shall be given by overnight delivery or courier or by mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective upon deposit in the United States of America mail, postage prepaid or, in the case of personal delivery, upon delivery to the address set forth below: If to the Town: Town of Marana, Arizona 11555 West Civic Center Drive Marana, Arizona 85653 Attention: Town Manager If to the Trustee: Zions Bank, a division of ZB,National Association 6001 North 24th Street, Building B Phoenix, Arizona 85016 Attention: Corporate Trust Services Section 12.3. Incorporation of State Statutes. (a) As required by the provisions of Section 38-511, Arizona Revised Statutes, notice is hereby given that the Town may, within three years after its execution, cancel any contract, without penalty or further obligation, made by the Town if any person significantly 35 Marana Regular Council Meeting 03/07/2017 Page 169 of 298 involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Town is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. The cancellation shall be effective when written notice is received by all other parties to the contract unless the notice specifies a later time. The Trustee covenants not to employ as an employee, an agent or, with respect to the subject matter of this Trust Agreement, a consultant, any person significantly involved in initiating, negotiating, securing, drafting or creating this Trust Agreement on behalf of the Town within three years from the execution of this Trust Agreement, unless a waiver of Section 38-511, Arizona Revised Statutes, is provided by the Town. No basis exists for the Town to cancel this Trust Agreement pursuant to Section 38-511, Arizona Revised Statutes, as of the date hereof. (b) To the extent applicable under Section 41-4401, Arizona Revised Statutes, the Trustee shall comply with all federal immigration laws and regulations that relate to its employees and its compliance with the "e-verify" requirements under Section 23-214(A), Arizona Revised Statutes. The breach by the Trustee of the foregoing shall be deemed a material breach of this Trust Agreement and may result in the termination of the services of the Trustee. The Town retains the legal right to randomly inspect the papers and records of the Trustee to ensure that the Trustee is complying with the above-mentioned warranty. The Trustee shall keep such papers and records open for random inspection during normal business hours by the Trustee. The Trustee shall cooperate with the random inspections by the Town including granting the Town entry rights onto its property to perform such random inspections and waiving its respective rights to keep such papers and records confidential. (c) Pursuant to Section 3 5-3 93 et. seq., Arizona Revised Statutes, Trustee hereby certifies it is not currently engaged in, and for the duration of this Agreement shall not engage in, a boycott of Israel. The term "boycott" has the meaning set forth in Section 35-393, Arizona Revised Statutes. If Town determines that Trustee's certification above is false or that it has breached such agreement, Town may impose remedies as provided by law. Section 12.4. Governina Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State. Section 12.5. Binding Effect and Successors. This Trust Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Whenever in this Trust Agreement either the Town or the Trustee is named or referred to, such reference shall be deemed to include successors or assigns thereof, and all the covenants and agreements in this Trust Agreement contained by or on behalf of the Town or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 12.6. Execution in Counterparts. This Trust 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 Trust Agreement. Section 12.7. Destruction of Cancelled Obli ations. Whenever in this Trust Agreement provision is made for the surrender to or cancellation by the Trustee and the delivery 36 Marana Regular Council Meeting 03/07/2017 Page 170 of 298 to the Town of any Obligations, the Trustee may destroy such Obligations and deliver a certificate of such destruction to the Town instead. Section 12.8. Headings. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Trust Agreement. All references herein to "Articles", "Sections", and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Agreement; and the words "herein", "hereof', "hereunder" and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or subdivision hereof. Section 12.9. Parties Interested Herein. Nothing in this Trust Agreement or the Obligations, expressed or implied, is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Town, the Trustee and the Owners, any legal or equitable right, remedy or claim under or by reason of this Trust Agreement or any covenant, condition or stipulation hereof, and all covenants, stipulations, provisions and agreements in this Trust Agreement contained by and on behalf of the Town shall be for the sole and exclusive benefit of the Town, the Trustee and the Owners of the Obligations. Section 12.10. Waiver of Notice. Whenever in this Trust Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 12.11. Severability of Invalid Provisions. In case any one or more of the provisions contained in this Trust Agreement or in the Obligations shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Trust Agreement, and this Trust Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The parties hereto hereby declare that they would have entered into this Trust Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery of the Obligations pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Trust Agreement may be held illegal, invalid or unenforceable. [Remainder of page left blank intentionally.] 37 Marana Regular Council Meeting 03/07/2017 Page 171 of 298 IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of the day and year first above written. ZIONS BANK, A DIVISION OF ZB,NATIONAL ASSOCIATION, as Trustee By ---------------------------------------------------------------------------------- Printed Name: --------------------------------------------------------------- Title: ------------------------------------------------------------------------------ TOWN OF MARANA, ARIZONA By............................................................................... Mayor ATTEST: ........................................................................ Town Clerk PHX 332393469x2 38 Marana Regular Council Meeting 03/07/2017 Page 172 of 298 EXHIBIT A-I (Form of New Money Obligation) Number: R...... Principal Amount: $....................... Unless this Obligation is presented by an authorized representative of The Depository Trust Company of New York, a New York corporation ("DTC"), to the Trustee (or any successor registrar) for registration of transfer, exchange, or payment, and any Obligation 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.* PLEDGED EXCISE TAX REVENUE OBLIGATION, SERIES 2017A Evidencing a Proportionate Interest of the Owner Hereof in Payments to be Made by THE TOWN OF MARANA, ARIZONA to ......................................................................, as Trustee Interest Rate: Maturity Date: Dated Date: CUSIP: ..........% July 1, 20.... 12017 56574C .......... REGISTERED OWNER: CEDE & CO.* PRINCIPAL AMOUNT: .......................................................................................... DOLLARS THIS IS TO CERTIFY THAT the registered owner identified above, or registered assigns, as the registered owner of this Pledged Excise Tax Revenue Obligation, Series 2017A (this "Obligation") is the owner of an undivided, participatory, proportionate interest in the right to receive certain"Payments"under and defined in that certain Third Purchase Agreement, dated as of 11 2017 (the "Purchase Agreement"), by and between ........................................ (the "Trustee"), and the Town of Marana, Arizona, a municipal corporation under the laws of the State of Arizona (the "Town"), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Third Trust Agreement, dated as of 11 2017 (the "Trust Agreement"), by and between the Town and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the "Designated Office"). * Included only while DTC is the Securities Depository. A-1-1 Marana Regular Council Meeting 03/07/2017 Page 173 of 298 The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing January 1, 2018 (the "Interest Payment Dates"), until payment in full of said portion of principal or prepayment prior thereto, the registered owner's proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner's share of the Payments designated as interest are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner's share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal, interest or premium, if any, payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (together with the Pledged Excise Tax Revenue Refunding Obligations, Series 201713, executed and delivered on the date hereof, the "Obligations") may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee's sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the Town, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The Town is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by resolution of the Mayor and Common Council of the Town adopted on March 7, 2017. Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the Town under the Purchase Agreement A-1-2 Marana Regular Council Meeting 03/07/2017 Page 174 of 298 (including with respect to certain obligations secured and to be secured on a parity with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal represented by all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner's proportionate share of any Payment thereof in accordance with such owner's Obligation.) The obligation of the Town to make the Payments does not represent or constitute a general obligation of the Town for which the Town is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the Town, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment date of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the Town (as described herein), and no member of the Mayor and Common Council, officer or agent, as such, past, present or future, of the Town shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of$5,000 of principal represented by the Obligations due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of like series and aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the same series and aggregate principal amount will be delivered to the transferee in exchange therefor. The Town and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the Town and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. A-1-3 Marana Regular Council Meeting 03/07/2017 Page 175 of 298 The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, in whole or in part, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is transferred after having been selected for prepayment, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation or Obligations. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations of the series of which this is a part payable before or on July 1, 20 , is not sub j ect to prepayment. Principal represented by the Obligations of the series of which this is a part payable on or after July 1, 20 , is subject to prepayment in such order and from such principal amounts payable as may be selected by the Town, in whole or in part on any date on or after July 1, 20 , at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations of the series of which this is a part payable on July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid 20 $ ,000 20 ,000 Whenever Obligations payable on July 1, 20 , are purchased, prepaid (other than pursuant to mandatory prepayment) or delivered by the Town to the Trustee for cancellation, the principal amount of the Obligations payable on July 1, 20 , so retired shall satisfy and be credited against the mandatory prepayment requirements for such Obligations payable on July 1, 20 , for such years as the Town may direct. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee. A-1-4 Marana Regular Council Meeting 03/07/2017 Page 176 of 298 IN WITNESS WHEREOF, this Obligation has been executed and delivered by the Trustee, acting pursuant to the Trust Agreement. Date of Execution: ...................................... ............................................................., as Trustee By................................................................................ Authorized Representative A-1-5 Marana Regular Council Meeting 03/07/2017 Page 177 of 298 ASSIGNMENT FOR VALUE RECEIVED, the undersigned ...................................... (the "Transferor"), hereby sells, assigns and transfers unto ...................................... (the "Transferee"), whose address is ............................................................................ and whose social security number (or other federal tax identification number) is PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE ............................................................................ ............................................................................ the within certificate and all rights thereunder, and hereby irrevocably constitutes and pp as attorney to register the transfer of the within certificate on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: ..................................................... ............................................................................ NOTICE: No transfer will be registered and no new certificate will be issued in the name of the Transferee, unless that signature(s) to this assignment correspond(s) with the name as it appears on the face of the within certificate in every particular, without alteration or enlargement or any change whatever and name, address and the Social Security Number or federal employee identification number of the Transferee is supplied The following abbreviations when used in the inscription on the face of the within certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT/TRANS MIN ACT - ................................. Custodian for ................................. (Gust.) (Minor) under Uniform Gifts/Transfers to Minors Act of................................. (State) Additional abbreviations may also be used though not in list above. A-1-6 Marana Regular Council Meeting 03/07/2017 Page 178 of 298 EXHIBIT A-2 (Form of Refunding Obligation) Number: R...... Principal Amount: $....................... Unless this Obligation is presented by an authorized representative of The Depository Trust Company of New York, a New York corporation ("DTC"), to the Trustee (or any successor registrar) for registration of transfer, exchange, or payment, and any Obligation 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.* PLEDGED EXCISE TAX REVENUE REFUNDING OBLIGATION, SERIES 2017B Evidencing a Proportionate Interest of the Owner Hereof in Payments to be Made by THE TOWN OF MARANA, ARIZONA to ......................................................................, as Trustee Interest Rate: Maturity Date: Dated Date: CUSIP: ..........% July 1, 20.... 12017 56574C .......... REGISTERED OWNER: CEDE & CO.* PRINCIPAL AMOUNT: .......................................................................................... DOLLARS THIS IS TO CERTIFY THAT the registered owner identified above, or registered assigns, as the registered owner of this Pledged Excise Tax Revenue Refunding Obligation, Series 2017B (this "Obligation") is the owner of an undivided, participatory, proportionate interest in the right to receive certain "Payments" under and defined in that certain Third Purchase Agreement, dated as of 11 2017 (the "Purchase Agreement"), by and between ........................................ (the "Trustee"), and the Town of Marana, Arizona, a municipal corporation under the laws of the State of Arizona (the "Town"), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Third Trust Agreement, dated as of 11 2017 (the "Trust Agreement"), by and between the Town and the Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the "Designated Office"). * Included only while DTC is the Securities Depository. A-2-1 Marana Regular Council Meeting 03/07/2017 Page 179 of 298 The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the payment date set forth above, the principal amount set forth above, representing a portion of the payments due designated as principal coming due and to receive semiannually on January 1 and July 1 of each year commencing January 1, 2018 (the "Interest Payment Dates"), until payment in full of said portion of principal or prepayment prior thereto, the registered owner's proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and ending on the day prior to the Interest Payment Date or, if no interest has been paid, from the Dated Date specified above. Said interest is the result of the multiplication of said principal by the interest rate per annum set forth above. Interest shall be calculated on the basis of a 360-day year composed of twelve (12) months of thirty (30) days each. Said amounts representing the registered owner's share of the Payments designated as interest are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the fifteenth (15th) day of the calendar month next preceding the Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner's share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal, interest or premium, if any, payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (together with the Pledged Excise Tax Revenue Obligations, Series 2017A, executed and delivered on the date hereof, the "Obligations") may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee's sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the Town, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. The Town is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by resolution of the Mayor and Common Council of the Town adopted on March 7, 2017. Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the Town under the Purchase Agreement A-2-2 Marana Regular Council Meeting 03/07/2017 Page 180 of 298 (including with respect to certain obligations secured and to be secured on a parity with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal represented by all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner's proportionate share of any Payment thereof in accordance with such owner's Obligation.) The obligation of the Town to make the Payments does not represent or constitute a general obligation of the Town for which the Town is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the Town, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment date of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the Town (as described herein), and no member of the Mayor and Common Council, officer or agent, as such, past, present or future, of the Town shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of$5,000 of principal represented by the Obligations due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of like series and aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the same series and aggregate principal amount will be delivered to the transferee in exchange therefor. The Town and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the Town and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. A-2-3 Marana Regular Council Meeting 03/07/2017 Page 181 of 298 The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, in whole or in part, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is transferred after having been selected for prepayment, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the notice of prepayment shall be delivered by the Trustee to the transferee along with the duly registered Obligation or Obligations. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligations of the series of which this is a part payable before or on July 1, 20 , is not sub j ect to prepayment. Principal represented by the Obligations of the series of which this is a part payable on or after July 1, 20 , is subject to prepayment in such order and from such principal amounts payable as may be selected by the Town, in whole or in part on any date on or after July 1, 20 , at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment but without premium. Principal represented by the Obligations of the series of which this is a part payable on July 1, 20 , shall be prepaid on July 1 of the years indicated and in the principal amounts indicated at a price equal to the amount thereof plus interest accrued to the date of prepayment, but without premium: Year Prepaid Principal Amount Prepaid 20 $ ,000 20 ,000 Whenever Obligations payable on July 1, 20 , are purchased, prepaid (other than pursuant to mandatory prepayment) or delivered by the Town to the Trustee for cancellation, the principal amount of the Obligations payable on July 1, 20 , so retired shall satisfy and be credited against the mandatory prepayment requirements for such Obligations payable on July 1, 20 , for such years as the Town may direct. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee. A-2-4 Marana Regular Council Meeting 03/07/2017 Page 182 of 298 IN WITNESS WHEREOF, this Obligation has been executed and delivered by the Trustee, acting pursuant to the Trust Agreement. Date of Execution: ...................................... ............................................................., as Trustee By................................................................................ Authorized Representative A-2-5 Marana Regular Council Meeting 03/07/2017 Page 183 of 298 ASSIGNMENT FOR VALUE RECEIVED, the undersigned ...................................... (the "Transferor"), hereby sells, assigns and transfers unto ...................................... (the "Transferee"), whose address is ............................................................................ and whose social security number (or other federal tax identification number) is PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE ............................................................................ ............................................................................ the within certificate and all rights thereunder, and hereby irrevocably constitutes and pp as attorney to register the transfer of the within certificate on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: ..................................................... ............................................................................ NOTICE: No transfer will be registered and no new certificate will be issued in the name of the Transferee, unless that signature(s) to this assignment correspond(s) with the name as it appears on the face of the within certificate in every particular, without alteration or enlargement or any change whatever and name, address and the Social Security Number or federal employee identification number of the Transferee is supplied The following abbreviations when used in the inscription on the face of the within certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT/TRANS MIN ACT - ................................. Custodian for ................................. (Gust.) (Minor) under Uniform Gifts/Transfers to Minors Act of................................. (State) Additional abbreviations may also be used though not in list above. A-2-6 Marana Regular Council Meeting 03/07/2017 Page 184 of 298 EXHIBIT B (Form of Payment Request Form) Payment Request Form Application No. .......... The Trustee is hereby requested to pay from the "Acquisition Fund" established by the Third Trust Agreement, dated as of 11 2017 (the "Trust Agreement"), between the Town of Marana, Arizona (the "Town"), and ............................................, as trustee (the "Trustee") to the person or corporation designated below as "Payee," the sum set forth below such designation, in payment of the Project Costs (as such term and other undefined terms used herein are defined in the Trust Agreement)with respect to the New Projects described below. The amount shown below is due and payable under a purchase order or contract with respect to such costs described below and has not formed the basis of any prior request for payment. Payee: .................................................................................. Address or Wiring Instructions: ......................................................................... Amount: ......................................................................... Description of costs or portion thereof authorized to be paid to the Payee: ...................................................................... The Town acknowledges that it has received and inspected items related to such costs and has found each item thereof so described to be in good condition, in conformity with the Town's specifications and satisfactory for the Town's purposes and in accordance with the applicable purchase order or contract. Notwithstanding anything herein to the contrary, the Town shall not be deemed to have waived or released the Payee from any liability or obligation to the Town in the event the Town's acknowledgment herein is discovered to be inaccurate in any respect as to any item described above. B-1 Marana Regular Council Meeting 03/07/2017 Page 185 of 298 By execution of this Payment Request Form, the Town requests and approves the payment of the amount stated above to Payee set forth above. DATED: ........................120.... ..................................................................................... Town Representative Please forward payment to Payee at the following address: B-2 Marana Regular Council Meeting 03/07/2017 Page 186 of 298 EXHIBIT C (Form of Reimbursement Request Form) Reimbursement Request Form Application No. .......... The Trustee is hereby requested to pay from the "Acquisition Fund" established by the Trust Agreement, dated as of 11 2017 (the "Trust Agreement"), between the Town of Marana, Arizona (the "Town"), and ............................................................, as trustee (the "Trustee"), to the Town, the sum set forth below as reimbursement of(all/a portion) of the Project Costs (as such term and other undefined terms used herein are defined in the Trust Agreement) with respect to the New Projects described below. Payment of the amount, shown below was made by the Town on 20........, as evidenced by ..................................................... attached hereto, as full/partial payment of ........................................................., also attached hereto. The amount shown below was paid by the Town and has not formed the basis of any prior request for payment. The Town acknowledges that it has received and has inspected items related to such costs and has found each item thereof so described to be in good condition, in conformity with the Town's specifications and satisfactory for the Town's purposes. Notwithstanding anything herein to the contrary, the Town shall not be deemed to have waived or released any entity named on the attached documentation, from any liability or obligation to the Town in the event the Town's acknowledgment herein is discovered to be inaccurate in any respect as to any item described below. Amount: ........................................ Description of costs or portion thereof for which reimbursement is hereby requested: DATED: ..................................120.... ..................................................................................... Town Representative Dated Received: .....................................1 20.... C-1 Marana Regular Council Meeting 03/07/2017 Page 187 of 298 DRAFT 02/23/17 03/02/17 ESCROW TRUST AGREEMENT by and between TOWN OF MARANA,ARIZONA, and ZIONS BANK,A DIVISION OF ZB,NATIONAL ASSOCIATION as Escrow Trustee Dated as of 112017 Marana Regular Council Meeting 03/07/2017 Page 188 of 298 ESCROW TRUST AGREEMENT Funded: 12017 THIS ESCROW TRUST AGREEMENT, dated as of 11 2017 (this "Agreement"), by and between the TOWN OF MARANA, ARIZONA (the "Town"), a municipal corporation incorporated and existing pursuant to the laws of the State of Arizona, for the benefit of the TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION (the "Corporation"), and ZIONS BANK, A DIVISION OF ZB, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America with the authority to exercise trust powers under the laws of the State of Arizona, as escrow trustee (the "Escrow Trustee"), WITNESSETH: WHEREAS, the Mayor and Council of the Town authorized this Agreement with the Escrow Trustee with respect to the safekeeping and handling of the moneys and securities to be held in trust for the payment of the Corporation's Municipal Facilities Revenue Bonds, Series 2008A (the "Bonds Being Refunded") and as further described in the report of Grant Thornton, LLP with respect to the refunding of the Bonds Being Refunded(the "Report"); NOW, THEREFORE, in consideration of the mutual provisions and covenants, conditions and agreements contained herein, the Town and the Escrow Trustee agree as follows: Section 1. On , 2017 (the "Delivery Date"), there was deposited (i) cash in the amount of $ (the "Initial Cash Deposit") and (ii) the securities described in the Report (the "Securities"), all of which are and shall be only obligations issued or guaranteed by the United States of America which are not callable (or additional funds which were funds of the Town sufficient to permit the Escrow Trustee to purchase the Securities on the Delivery Date), to be held by the Escrow Trustee in a special and separate trust fund, designated as the "Town of Marana, Arizona (2017) Trust Fund" (the "Trust Fund"). As determined in the Report, the principal amount of the Securities, together with the scheduled interest thereon and the Initial Cash Deposit, are sufficient to assure that the amounts available in the Trust Fund will be sufficient to pay when due the interest on and the principal of the Bonds Being Refunded as the same mature or are redeemed. Section 2. (A) The Escrow Trustee shall, at all times, hold the Initial Cash Deposit and the Securities in the Trust Fund for the benefit of the Corporation and of the registered owners of the Bonds Being Refunded and shall maintain the Trust Fund wholly segregated from other funds and securities on deposit with the Escrow Trustee, shall never commingle the Initial Cash Deposit and the Securities with other funds or securities of the Escrow Trustee and shall never at any time use, loan or borrow the same in any way so that sufficient funds shall be available to pay the interest requirements of the Bonds Being Refunded as the same accrue and become due and payable from time to time and to pay the principal of and interest on the Bonds Being Refunded as the same shall become due and payable on the date Marana Regular Council Meeting 03/07/2017 Page 189 of 298 the Bonds Being Refunded are to be paid or redeemed as set forth in the schedules in the Report (the "Payment Schedules"). (B) The Escrow Trustee shall reinvest cash balances held in the Trust Fund to the extent not required for the payment of the principal of and redemption premium and interest on the Bonds Being Refunded, in United States Treasury Certificates of Indebtedness, State and Local Government Series ("SLGS"), at a zero percent (0.0%) interest rate, maturing on the next succeeding semiannual debt service payment date for the Bonds Being Refunded (the "Restricted Reinvestment Obligations"), provided that amounts which may not be so invested shall be held in cash and shall not be invested. The Initial Cash Deposit shall be held in the Trust Fund in cash and shall not be invested. Such investments shall be made only to the extent permitted by, and shall be made in accordance with, the applicable statutes, rules and regulations governing such investments issued by the Bureau of Fiscal Service. Such rules and regulations currently require that a subscription for purchase of the investment be submitted at least fifteen (15) (or, for subscriptions of less than $10,000,000, five (5)) but no more than sixty (60) days prior to the date of investment. If the Department of the Treasury (or the Bureau of Public Debt) of the United States suspends the sale of SLGS causing the Escrow Trustee to be unable to purchase SLGS, then the Escrow Trustee, at the direction of the Town, will take the following actions: On the date the Escrow Trustee would have purchased SLGS had the Escrow Trustee been able to do so, the Escrow Trustee shall purchase non-callable and non-prepayable obligations issued or guaranteed as to full and timely payment by the United States of America maturing no more than ninety (90) days after the date of purchase (the "Alternate Investments"). The purchase price of the Alternate Investment shall be as close as possible to the principal amount of the SLGS that would have been purchased on such date if they had been available for purchase and shall in no event be more than the amount payable at such maturity on such investment. The Escrow Trustee shall purchase each Alternate Investment at a price no higher than the fair market value of the Alternate Investment and shall maintain records demonstrating compliance with this requirement. On the maturity of each Alternate Investment, the Escrow Trustee shall pay the difference between the total of the receipts on the Alternate Investment and the purchase price of the Alternate Investment to the Town with a notice to the Town that such amount must be paid to the Internal Revenue Service pursuant to Internal Revenue Service Revenue Procedure 95-47. The Town agrees that, promptly upon the Town's receipt of notice from the escrow Trustee, the Town will contact nationally recognized bond counsel to review the purchase of Alternate Investments and to prepare the necessary forms to be filed relating to such payment. If the Alternate Investment matures more than twenty-nine (29) days prior to the next succeeding interest payment date on the Bonds Being Refunded on which such proceeds will be needed to pay principal of and premium, if any, and interest on the Bonds Being Refunded, the Escrow Trustee shall treat such amounts as an invested balance available for reinvestment and shall take all reasonable steps to invest such amounts in SLGS (or additional Alternate Investments as provided in this Section). The Escrow Trustee shall hold balances not so invested in accordance with Section 4 hereof. (C) The Escrow Trustee may sell or redeem the Securities in advance of their maturity dates and invest the proceeds of such sale or redemption or other moneys credited to the Trust Fund in connection with such sale or redemption in other non-callable obligations issued or guaranteed by the United States of America (the "Substitute Securities") 2 Marana Regular Council Meeting 03/07/2017 Page 190 of 298 only upon receipt of written instructions from the Manager of the Town to do so and receipt by the parties hereto and the Town (1) an opinion in form and substance satisfactory to them from a nationally recognized bond counsel to the effect that such action will not affect adversely the status of the interest on the Bonds Being Refunded for federal income tax purposes and will not affect adversely the right of the Town to issue obligations the interest on which is excludable from gross income for federal income tax purposes and (2) a report from a nationally recognized accountant or firm of accountants verifying the accuracy of the arithmetic computations of the adequacy of the proceeds from the liquidation together with any other moneys and the maturing principal of and interest on the Substitute Securities to be credited to the Trust Fund, to pay when due the interest on the Bonds Being Refunded and the principal and premiums on the Bonds Being Refunded as they become due at maturity or upon prior redemption. Upon any such sale or redemption of investments and reinvestment, any amounts not needed in the Trust Fund to provide for payments on the Bonds Being Refunded, as shown by such accountant's report, may be withdrawn from the Trust Fund at the direction of the Town and applied for the benefit of the Town in accordance with applicable law. (D) If on the Delivery Date the Escrow Trustee did not receive any of the Securities (the "Failed Escrow Securities"), the Escrow Trustee may have accepted, as temporary substitutes, cash or, at the same purchase price, other obligations issued or guaranteed by the United States (the "Temporary Escrow Securities") the payments on which are scheduled to provide, as determined by an independent certified public accountant, along with such cash, at least the same amounts of moneys on or before the same dates as the Failed Escrow Securities for which they were substituted. (The Escrow Trustee relied upon a report of a firm of certified public accountants that the condition in the preceding sentence was satisfied.) If the Temporary Escrow Securities were delivered, thereafter, upon delivery to the Escrow Trustee of the Failed Escrow Securities together with any amounts paid thereon subsequent to the Delivery Date, the Escrow Trustee shall return an amount of such cash and the Temporary Escrow Securities, and any amount paid, thereon subsequent to the Delivery Date, corresponding to the Failed Escrow Securities which the Temporary Escrow Securities replaced. Section 3. The debt service on the Bonds Being Refunded shall be paid from the following sources in the order listed below: (1) The Initial Cash Deposit. (2) Cash receipts from the Securities, the Restricted Reinvestment Obligations, the Alternate Securities, the Substitute Securities or the Temporary Escrow Securities. Amounts available from such sources shall be applied consistently with the Payment Schedules. Section 4. Any moneys credited to the Trust Fund which are not invested in the Securities, the Restricted Reinvestment Obligations, the Alternate Securities, the Substitute Securities or the Temporary Escrow Securities as provided herein shall be held as a demand deposit and shall be secured in the same manner as deposits of public moneys. 3 Marana Regular Council Meeting 03/07/2017 Page 191 of 298 Section 5. (A) The Escrow Trustee shall make timely payments from the Trust Fund to Wells Fargo Bank, N.A., as trustee with respect to the Bonds Being Refunded (the "Indenture Trustee") in the amounts and on the dates necessary to permit the payment when due of the principal and interest with respect to the Bonds Being Refunded as the same become due and payable as set forth in the Payment Schedules. (B) Notice of the refunding of the Bonds Being Refunded shall be provided as required by the Trust Indenture, dated as of October 1, 1997, and subsequent supplements thereto (the "Trust Indenture"), from the Corporation to the Indenture Trustee and to The Depository Trust Company, New York, New York ("DTC"), and through the Electronic Municipal Market Access system ("EMMA"). (C) Notice of the redemption of the Bonds Being Refunded shall be provided as required by the Trust Indenture and to DTC and through EMMA, with such additional information as is deemed appropriate. Section 6. If at any time or times there are insufficient funds on hand in the Trust Fund for the payment of the principal of and interest on the Bonds Being Refunded as the same become due, the Escrow Trustee shall promptly notify the Town of such deficiency by telephone and by registered first class mail,postage prepaid. Section 7. On or before each February 15 and August 15 during the term of this Agreement, the Escrow Trustee shall submit to the Town a report covering all moneys the Escrow Trustee has received and all payments the Escrow Trustee has made under the provisions hereof during the six-month period ending on the preceding February 1 or August 1. Each such report also shall list all moneys on deposit with the Escrow Trustee as of the date of the report. Section 8. (A) The Escrow Trustee shall receive the sum of$ upon the date of establishment of the Trust Fund and shall be further compensated pursuant to its fee schedule as attached as the Exhibit hereto. (B) The Escrow Trustee hereby waives and releases any claim which it otherwise would have, as a lien or otherwise, against the Trust Fund for any payment and shall seek such amounts from the Town only for the payment of fees of the Escrow Trustee for all other services in connection with services of the Escrow Trustee hereunder. Section 9. When all amounts payable with respect to the Bonds Being Refunded have become due and the Escrow Trustee has on deposit all moneys necessary for the payment of such amounts, and in any event on the business day succeeding the date the last of the Bonds Being Refunded is paid, the Escrow Trustee shall transfer to the Town all moneys and investments credited to the Trust Fund in excess of the amounts payable on the Bonds Being Refunded. Section 10. The registered owners of the Bonds Being Refunded have a beneficial interest in the Trust Fund, and the Town's Pledged Excise Tax Revenue Refunding Obligations, Series 201713, dated , 2017 (the "Refunding Obligations"), have been delivered to and accepted by the registered owners thereof in reliance upon the irrevocable 4 Marana Regular Council Meeting 03/07/2017 Page 192 of 298 character of the Trust Fund. This Agreement shall not be revoked and shall not be amended in any manner which may adversely affect the rights herein sought to be protected until the provisions of this Agreement have been fully carried out. Section 11. (A) The Escrow Trustee shall be under no obligation to inquire into or be otherwise responsible for the performance or nonperformance by the Town of any of its obligations or to protect any of the rights of the Town under any of the proceedings with respect to the Bonds Being Refunded or the Refunding Obligations. The Escrow Trustee shall not be liable for any act done or step taken or omitted by it or for any mistake of fact or law or for anything which it may do or refrain from doing except for its negligence or its default in the performance of any obligation imposed upon it under the terms of this Agreement. The Escrow Trustee shall not be liable or responsible for any loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof. (B) If the Escrow Trustee renders any service hereunder not provided for in this Agreement, or the Escrow Trustee is made a party to or intervenes in any litigation pertaining to this Agreement or institutes interpleader proceedings relative hereto, the Escrow Trustee shall be compensated reasonably by the Town for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees occasioned thereby, unless such claim, liability, loss, damages, fine, penalty, and expense shall have been finally adjudicated to have resulted from the bad faith or gross negligence of the Escrow Trustee. (C) The Escrow Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents or receivers and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder. The Escrow Trustee may consult with counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Trustee hereunder in good faith and in reliance thereon. The Escrow Trustee shall be protected in acting and relying upon any notice, order, requisition, request, consent, certificate, order, opinion, affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons. The Escrow Trustee shall not be required to risk or expend its own funds before taking any action under this Agreement. Section 12. The Town shall have the right to audit the books, records and accounts of the Escrow Trustee insofar as they pertain to the Trust Fund. Section 13. (A) Except as otherwise provided herein, neither this Agreement nor the Trust Fund may be assigned by the Escrow Trustee without the prior written consent of the Town unless the Escrow Trustee is required by law to divest itself of its interest in its corporate trust department or unless the Escrow Trustee sells or otherwise assigns all or substantially all of its corporate trust business, in which event the Trust Fund shall be continued by the successor in interest of the Escrow Trustee. (B) Notwithstanding the foregoing subsection, any trust company or national banking association into which the Escrow Trustee or its successor may be converted, 5 Marana Regular Council Meeting 03/07/2017 Page 193 of 298 merged or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business as a whole shall be the successor of the Escrow Trustee with the same rights, powers, duties and obligations and subject to the same restrictions, limitations and liabilities as its predecessor, all without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 14. If any section, paragraph, subdivision, sentence, clause or phrase hereof shall for any reason be held illegal or unenforceable, such decision shall not affect the validity of the remaining portions hereof. The parties hereby declare that they would have executed this Agreement and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof, irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases hereof may be held to be illegal, invalid or unenforceable. If any provision hereof contains any ambiguity which may be construed as either valid or invalid, the valid construction shall be adopted. In construing this Agreement, it should be noted that the Bonds Being Refunded, the Town's Pledged Excise Tax Revenue Obligations, Series 2017A and the Refunding Obligations are intended to be obligations the interest on which is excludable from gross income under Section 103(a) of the Internal Revenue Code of 1986, as amended, and the provisions hereof should be construed to permit that result. Section 15. (A) As required by the provisions of Section 38-511, Arizona Revised Statutes, notice is hereby given that the Town may, within three years after its execution, cancel any contract, without penalty or further obligation, made by the Town if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Town is, at any time while the contract or any extension of the contract is in effect, an employee of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. The cancellation shall be effective when written notice is received by all other parties to the contract unless the notice specifies a later time. No basis exists for the Town to cancel this Agreement pursuant to Section 38-511, Arizona Revised Statutes, as of the date hereof. (B) To the extent applicable under Section 41-440, Arizona Revised Statutes, the Escrow Trustee shall comply with all federal immigration laws and regulations that relate to its employees and its compliance with the "e-verify" requirements under Section 23-214(A), Arizona Revised Statutes. The breach by the Escrow Trustee of the foregoing shall be deemed a material breach of this Agreement and may result in the termination of the services of the Escrow Trustee. The Town retains the legal right to randomly inspect the papers and records of the Escrow Trustee to ensure that the Escrow Trustee is complying with the above- mentioned warranty. The Escrow Trustee shall keep such papers and records open for random inspection during normal business hours by the Escrow Trustee. The Escrow Trustee shall cooperate with the random inspections by the Town including granting the Town entry rights onto its property to perform such random inspections and waiving its respective rights to keep such papers and records confidential. (C) Pursuant to Section 35-393 et. seq., Arizona Revised Statutes, the Escrow Trustee hereby certifies it is not currently engaged in, and for the duration of the 6 Marana Regular Council Meeting 03/07/2017 Page 194 of 298 Agreement shall not engage in, a boycott of Israel. The term"boycott"has the meaning set forth in Section 35-393, Arizona Revised Statutes. If the Town determines that the Escrow Trustee's certification above is false or that it has breached such agreement, the Town may impose remedies as provided by law. Section 16. Notice shall be sufficient hereunder, if it is contained in a writing sent to the Town at c/o Town of Marana, Arizona, 115 5 5 West Civic Center Drive, Marana, Arizona 85653, Attention: Town Manager, and to the Escrow Trustee at 6001 North 24th Street, Building B, Phoenix, Arizona 85016, Attention: Corporate Trust Services, or any other address which may be designated from time to time by any party in writing delivered to the Town or the Escrow Trustee, as applicable. Section 17. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Arizona. This Agreement expresses the entire understanding and all agreements of the parties hereto with each other with respect to the subject matter hereof, and no party hereto has made or shall be bound by any agreement or any representation to any other party which is not expressly set forth in this Agreement. Section 18. This Agreement may be executed in several counterparts, each of which shall be an original, all of which together shall constitute but one instrument. [Remainder of this page left blank intentionally.] 7 Marana Regular Council Meeting 03/07/2017 Page 195 of 298 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. TOWN OF MARANA, ARIZONA, an Arizona municipal corporation By----------------------------------------------------------------------------------- Mayor ATTEST: --------------------------------------------------------------------------- Clerk ZIONS BANK, A DIVISION OF ZB,NATIONAL ASSOCIATION,N.A., as the Escrow Trustee By----------------------------------------------------------------------------------- Authorized Officer ACKNOWLEDGED BY: WELLS FARGO BANK,N.A., as the Indenture Trustee By................................................................... Authorized Representative 332395802.2-3/2/2017 8 Marana Regular Council Meeting 03/07/2017 Page 196 of 298 EXHIBIT FEE SCHEDULE Page 1 of Exhibit Marana Regular Council Meeting 03/07/2017 Page 197 of 298 4-1 PRELIMINARY OFFICIAL STATEMENT DATED MARCH 2017 NEW ISSUE—BOOK-ENTRY-ONLY RATING: See"RATING" herein. In the opinion of Greenberg Traurig,LLP, Special Counsel, assuming compliance with certain tax covenants, the portion of each installment payment made by the Town pursuant to the Thud Purchase Agreement and denominated as and comprising interest pursuant to the Thud Purchase Agreement and received by Owners of the Obligations (the "Interest Portion') will be excludable from gross income for federal income tax purposes, will not be an item of tax preference for purposes of the alternative minimum tax for individuals and corporations(but will be taken into account in determining adjusted current earnings for purposes of computing such tax imposed on certain corporations) and will be exempt from income taxation under the laws of the State of Arizona so long as the Interest Portion is excludable from gross income for federal income tax purposes. See "TAX MATTERS"herein for a description of certain federal tax consequences of ownership of .t the Obligations. TOWN OF MARANA,ARIZONA � PLEDGED EXCISE TAX REVENUE AND REVENUE REFUNDING OBLIGATIONS,SERIES 2017 0 Consisting of $1393709000* $2092159000* $499209000* Pledged Excise Tax Revenue Pledged Excise Tax Revenue Pledged Excise Tax Revenue DRAFT III 317 Obligations Refunding Obligations Obligations R�R Series 2017A Series 2017B Series 2017C Dated: Date of Initial Delivery Due: January 1 and July 1,as shown on the inside front cover page The Pledged Excise Tax Revenue and Revenue Refunding Obligations, Series 2017, consisting of the Pledged Excise Tax Revenue Obligations, Series 2017A (the "Series 2017A" Obligations"), the Pledged Excise Tax Revenue Refunding Obligations, Series 2017B (the "2017B Obligations") and the Pledged Excise Tax Revenue Obligations, Series 2017C (the "2017C Obligations" and together with the 2017A Obligations and the 2017B Obligations, the "Obligations") will be executed and delivered to (i) finance the costs of a water reclamation facility expansion and recharge facility, including reimbursement of certain legal and engineering expenses(the"Projects"); (ii) refinance the extensions and additions to the sewer lines and interceptors in Silverbell Road and to the Town of Marana, Arizona (the "Town") Airport, extensions and improvements to Camino de Marana and Dove Mountain Roads and improvements to Cortaro Silverbell District Park as well as other sewer, transportation and park projects and (iii) pay the costs and expenses relating to the execution and delivery of the Obligations. See"PLAN OF REFUNDING"and"THE PROJECTS"herein. Interest represented b the Obligations will be payable semiannual) on each Januar 1 and Jul 1 commencing Januar 1 2018*, until P Y g PY Y Y Y � g Y > maturity or prior prepayment. The Obligations will be dated the date of initial delivery, will be issuable as fully registered obligations without coupons and will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository for the Obligations. Beneficial ownership interests in the Obligations will be available to purchasers in amounts of$5,000 of principal due on a specific payment date and any integral multiple thereof only under the book-entry-only system maintained by DTC through brokers and dealers who are, or act through, DTC Participants (as defined herein). Purchasers will not receive physical certificates. So long as any purchaser is the beneficial owner of an Obligation, such purchaser must maintain an account with a broker or a dealer who is, or acts through, a DTC Participant to receive payment of principal and interest with respect to such Obligations. See APPENDIX G-"BOOK-ENTRY ONLY SYSTEM"herein. SEE PAYMENT SCHEDULE ON INSIDE FRONT COVER PAGE The Obligations will be subject to optional [and mandatory] prepayment prior to their stated payment dates as described under the heading pro "THE OBLIGATIONS—Prepayment Provisions"herein*. The Obligations will be undivided,proportionate interests in the installment payments to be made by the Town pursuant to a Third Purchase Agreement,to be dated as of May 1, 2017* (the"Purchase Agreement"), between the Town and , as trustee(the "Trustee"). The installment payments will be payable from and secured by a first lien on and pledge of Excise Tax Revenues and State Shared Revenues (each as defined herein) on a parity with the First Purchase Agreement and the Second Purchase Agreement (as defined herein)and any Additional Revenue Obligations(as defined herein)that may be incurred on a parity as provided in the Purchase Agreement. No obligations may be incurred that would have a prior pledge of Excise Tax Revenues or State Shared Revenues to the installment payments due pursuant to the Purchase Agreement. See"SECURITY FOR AND SOURCES OF PAYMENT OF THE OBLIGATIONS"herein. THE OBLIGATIONS WILL BE SPECIAL, LIMITED REVENUE OBLIGATIONS OF THE TOWN AND WILL BE PAYABLE SOLELY FROM THE SOURCES DESCRIBED HEREIN. THE OBLIGATIONS WILL NOT BE GENERAL OBLIGATIONS OF THE TOWN OR THE STATE OF ARIZONA OR ANY POLITICAL SUBDIVISION THEREOF,AND THE FULL FAITH AND eo CREDIT OF THE TOWN, THE STATE OF ARIZONA OR ANY POLITICAL SUBDIVISION THEREOF WILL NOT BE PLEDGED FOR THE PAYMENT OF THE OBLIGATIONS. The Obligations are offered when,as and if issued by the Town and received by the underwriter identified below(the"Underwriter"),subject to the legal opinion of Greenberg Traurig,LLP, Special Counsel, as to validity and tax exemption. In addition, certain legal matters will be . Passed upon for the Underwriter by Squire Patton Boggs(US)LLP. It is expected that the Obligations will be available for delivery through the facilities of DTC on or about April ,2017*. This cover page contains certain information with respect to the Obligations for convenience of reference only. It is not a summary of all material information with respect to the Obligations. Investors must read this entire Official Statement to obtain information essential to the 01 making of an informed investment decision with respect to the Obligations. * /Iran?Pe�gPlar Council Meeting 03/07/2017 Page 198 of 298 u pec o ange. S T, IFEL TOWN OF MARANA, ARIZONA PAYMENT SCHEDULES* $1393709000* Pledged Excise Tax Revenue Obligations, Series 2017A Maturity Date Principal Interest CUSIPO) (July 1) Amount Rate Yield No.56574C 2018 $ 651000 % % 2019 1001000 2020 1701000 2021 2051000 2022 2051000 2023 210101000 2024 211051000 2025 119751000 2026 210751000 2027 211751000 2028 212851000 $2092159000* Pledged Excise Tax Revenue Refunding Obligations, Series 2017B Maturity Date Principal Interest CUSIPO) (July 1) Amount Rate Yield No.56574C 2018 $ 8601000 % % 2019 113151000 2020 113551000 2021 114001000 2022 118701000 2023 119651000 2024 210601000 2025 211801000 2026 212901000 2027 214001000 2028 215201000 * Subject to change. <I> CUSIP®is a registered trademark of the American Bankers Association. CUSIP Global Services("CGS') is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright0 2017 CUSIP Global Services. All rights reserved. CUSIP®data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP®numbers are provided for convenience of reference only. None of the Town, Special Counsel, the Underwriter or them agents or counsel assumes responsibility for the accuracy of such numbers. Marana Regular Council Meeting 03/07/2017 Page 199 of 298 $499209000* Pledged Excise Tax Revenue Obligations,Series 2017C Series 2017C Maturity Date Principal Interest CUSIPO) (July 1) Amount Rate Yield No.56574C 2040 $2,400,000 % % 2041 215201000 * Subject to change. <I> CUSIP®is a registered trademark of the American Bankers Association. CUSIP Global Services ("CGS') is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright0 2017 CUSIP Global Services. All rights reserved. CUSIP®data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP®numbers are provided for convenience of reference only. None of the Town, Special Counsel, the Underwriter or them agents or counsel assumes responsibility for the accuracy of such numbers. Marana Regular Council Meeting 03/07/2017 Page 200 of 298 REGARDING THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the Town of Marana, Arizona (the "Town"), or Stifel, Nicolaus&Company,Incorporated(the"Underwriter"),to give any information or to make any representations other than those contained in this Official Statement,and,if given or made,such other information or representations must not be relied upon as having been authorized by the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Obligations by any person in any jurisdiction in which it is unlawful for such person to make such offer,solicitation or sale. The information set forth in this Official Statement, which includes the cover page, inside front cover page and appendices hereto, has been obtained from the Town, the Arizona Department of Revenue, the Assessor and Treasurer of Pima County, Arizona, and other sources that are considered to be accurate and reliable and customarily relied upon in the preparation of similar official statements, but such information has not been independently confirmed or verified by the Town or the Underwriter,is not guaranteed as to accuracy or completeness,and is not to be construed as the promise or guarantee of the Town or the Underwriter. A variety of other information, including financial information, concerning the Town is available from publications and websites of the Town and others. Any such information that is inconsistent with the information set forth in this Official Statement should be disregarded. No such information is a part of or incorporated into this Official Statement,except as expressly noted herein. The Underwriter has provided the following sentence for inclusion in this Official Statement: "The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information." None of the Town, the Underwriter, counsel to the Underwriter or Special Counsel (as defined herein) are actuaries. None of them have performed any actuarial or other analysis of the District's share of the unfunded liabilities of the Arizona State Retirement System. The presentation of information,including tables of receipts from taxes and other sources, is intended to show recent historical information and is not intended to indicate future or continuing trends in the financial position or other affairs of the Town. All information, estimates and assumptions contained herein have been based on past experience and on the latest information available and are believed to be accurate and reliable, but no representations are made that such information, estimates and assumptions are correct,will continue,will be realized or will be repeated in the future. To the extent that any statements made in this Official Statement involve matters of forecasts,projections,opinions,assumptions,or estimates,whether or not expressly stated to be such,they are made as such and not as representations of fact or certainty,and no representation is made that any of these statements have been or will be realized.All forecasts,projections,assumptions,opinions or estimates are"forward looking statements" that must be read with an abundance of caution and that may not be realized or may not occur in the future. Information other than that obtained from official records of the Town has been identified by source and has not been independently confirmed or verified by the Town or the Underwriter and its accuracy cannot be guaranteed. The information and forward looking statements herein are subject to change without notice,and neither the delivery of this Official Statement nor any sale made hereunder shall,under any circumstances, create any implication that there has been no change in the affairs of the Town or any of the other parties or matters described herein since the date hereof. The Obligations will not be registered under the Securities Act of 1933,as amended,or any state securities law and will not be listed on any stock or other securities exchange in reliance upon certain exemptions. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity or agency will have passed upon the merits of the Obligations the accuracy or adequacy of this Official Statement or approved the Obligations for sale. The Town has undertaken to provide continuing disclosure as described in this Official Statement under the heading "CONTINUING DISCLOSURE" and in APPENDIX F —"FORM OF CONTINUING DISCLOSURE UNDERTAKING," all pursuant to Rule 15c2-12 of the Securities and Exchange Commission. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OF EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OBLIGATIONS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE OBLIGATIONS TO CERTAIN DEALERS, INSTITUTIONAL INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE FRONT COVER PAGE HEREOF AND SUCH PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. The information in APPENDIX G—"BOOK-ENTRY-ONLY SYSTEM"attached hereto has been furnished by The Depository Trust Company and no representation is made by the Town or the Underwriter, or any of their counsel or agents, as to the accuracy or completeness of such information. 0) Marana Regular Council Meeting 03/07/2017 Page 201 of 298 TABLE OF CONTENTS Pale INTRODUCTORY STATEMENT...............................................................................................................................1 THEOBLIGATIONS....................................................................................................................................................2 GeneralTerms........................................................................................................................................................2 PrepaymentProvisions...........................................................................................................................................3 Registration and Transfer When Book-Entry-Only System Has Been Discontinued.............................................4 PLANOF REFUNDING...............................................................................................................................................5 Schedule of Obligations Being Refunded...............................................................................................................5 VERIFICATION OF MATHEMATICAL COMPUTATIONS....................................................................................6 THEPROJECTS...........................................................................................................................................................6 SECURITY FOR AND SOURCES OF PAYMENT OF THE OBLIGATIONS..........................................................6 General...................................................................................................................................................................6 Pledge.....................................................................................................................................................................7 CoverageRequirements..........................................................................................................................................7 AdditionalRevenue Obligations.............................................................................................................................7 SOURCESAND USES OF FUNDS.............................................................................................................................8 ESTIMATED DEBT SERVICE REQUIREMENTS AND PROJECTED COVERAGE.............................................9 EXCISE TAX REVENUES AND STATE SHARED REVENUES...........................................................................10 ExciseTax Revenues..............................................................................................................................................10 State-Shared Revenues .........................................................................................................................................12 Historical and Projected Excise Tax Revenues and State Shared Revenues.........................................................15 LITIGATION..............................................................................................................................................................15 LEGALMATTERS ....................................................................................................................................................15 TAXMATTERS.........................................................................................................................................................16 General..................................................................................................................................................................16 Original Issue Discount and Original Issue Premium...........................................................................................17 Information Reporting and Backup Withholding .................................................................................................18 RATING......................................................................................................................................................................18 UNDERWRITING......................................................................................................................................................18 RELATIONSHIP AMONG PARTIES .......................................................................................................................19 CONTINUINGDISCLOSURE...................................................................................................................................19 FINANCIALSTATEMENTS.....................................................................................................................................19 CONCLUDINGSTATEMENT..................................................................................................................................20 APPENDIX A: TOWN OF MARANA,ARIZONA— DEMOGRAPHIC AND ECONOMIC INFORMATION APPENDIX B: TOWN OF MARANA,ARIZONA—FINANCIAL DATA APPENDIX C: TOWN OF MARANA,ARIZONA—AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 3012016 APPENDIX D: SUMMARY OF SELECT PROVISIONS OF PRINCIPAL DOCUMENTS APPENDIX E: FORM OF APPROVING LEGAL OPINION APPENDIX F: FORM OF CONTINUING DISCLOSURE UNDERTAKING APPENDIX G: BOOK-ENTRY-ONLY SYSTEM (ii) Marana Regular Council Meeting 03/07/2017 Page 202 of 298 OFFICIAL STATEMENT $40,5951000* TOWN OF MARANA, ARIZONA PLEDGED EXCISE TAX REVENUE AND REVENUE REFUNDING OBLIGATIONS, SERIES 2017 INTRODUCTORY STATEMENT This Official Statement, which Includes the cover page, the Inside front cover page and the appendices hereto (this "Official Statement"), provides certain information concerning the Pledged Excise Tax Revenue and Revenue Refunding Obligations, Series 2017, consisting of the Pledged Excise Tax Revenue Obligations, Series 2017A(the "Series 2017A" Obligations"), the Pledged Excise Tax Revenue Refunding Obligations, Series 2017B (the "2017B Obligations") and the Pledged Excise Tax Revenue Obligations, Series 2017C (the "2017C Obligations" and together with the 2017A Obligations and the 2017B Obligations,the "Obligations"),to be executed and delivered in the principal amount indicated on the inside front cover page. The Obligations will be undivided, participating, proportionate interests in installment payments (the "Payments")to be made by the Town of Marana, Arizona(the "Town"), pursuant to a Third Purchase Agreement, to be dated as of May 1, 2017* (the "Purchase Agreement"), between the Town,as purchaser,and in its capacity as trustee(the"Trustee"),as seller. The Obligations are being executed and delivered to (i) finance the costs of a water reclamation facility expansion and recharge facility, including reimbursement of certain legal and engineering expenses (the "Projects"); (ii) refinance the costs of extensions and additions to the sewer lines and interceptors in Silverbell Road and to the Town's Airport, extensions and improvements to Camino de Marana and Dove Mountain Roads and improvements to Cortaro Silverbell District Park as well as other sewer,transportation and park projects and (iii)pay the costs and expenses relating to the execution and delivery of the Obligations. See "PLAN OF REFUNDING" and "THE PROJECTS"herein The Obligations will be executed and delivered pursuant to a Third Trust Agreement,to be dated as of May 1,2017* (the "Trust Agreement"), between the Town and the Trustee. Certain of the Trustee's interests under the Purchase Agreement, including, without limitation, the right to receive and collect the Payments and the right to force the Town to make the Payments,will be held by the Trustee for the benefit of the registered owners of the Obligations. See APPENDIX D -"SUMMARY OF SELECT PROVISIONS OF PRINCIPAL DOCUMENTS"in addition to the information herein below for descriptions of the terms of the Purchase Agreement and the Trust Agreement. See APPENDIX A - "TOWN OF MARANA, ARIZONA —DEMOGRAPHIC AND ECONOMIC INFORMATION," APPENDIX B — "TOWN OF MARANA, ARIZONA — FINANCIAL INFORMATION" and APPENDIX C - "TOWN OF MARANA, ARIZONA — AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30,2016"for information about the Town. The Payments will be payable from and secured by a first lien on and pledge of Excise Tax Revenues and State Shared Revenues(both defined below) on a parity with the payments due pursuant to the First Purchase Agreement, dated as of June 1,2013 (the"First Purchase Agreement"),by and between the Town,as purchaser,and Wells Fargo Bank,N.A., in its capacity as trustee, as seller, outstanding in the unpaid principal amount of$32,215,000, relating to the Town's Pledged Excise Tax Revenue and Revenue Refunding Obligations, Series 2013 (the "2013 Obligations")and the Second Purchase Agreement, dated as of June 1,2014(the"Second Purchase Agreement"),by and between the Town, as buyer, and Zions Bank, a division of ZB,National Association, in its capacity as trustee, as seller, outstanding in the principal amount of$5,760,000, relating to the Town's Pledged Excise Tax Revenue Refunding Obligations, Series 2014 (the "2014 Obligations"). "Excise Tax Revenues" means revenues from the Town sale taxes, license and permit fees and fines and forfeitures which the Town now collects; provided that the Mayor and Common Council of the Town may impose other transaction privilege taxes in the future, the uses of revenue from which will be restricted,at the discretion of such Council. "State Shared Revenues"means revenues * Subject to change. 1 Marana Regular Council Meeting 03/07/2017 Page 203 of 298 from amounts allocated or apportioned to the Town by the State of Arizona(the"State" or"Arizona"), any political subdivision thereof or any other governmental unit or agency, except the share of the Town of any taxes which by State law,rule or regulation must be expended for other purposes,such as motor vehicle fuel taxes. Pursuant to the Purchase Agreement,under certain conditions, Additional Revenue Obligations may be Incurred on a parity with the payments due under the First Purchase Agreement, the Second Purchase Agreement and the Purchase Agreement. See "SECURITY FOR AND SOURCES OF PAYMENT OF THE OBLIGATIONS — Additional Revenue Obligations"herein. So long as any amounts due thereunder remain unpaid or unprovided for, the Town may not further encumber Excise Tax Revenues and State Shared Revenues on a basis equal to the pledge for the Purchase Agreement unless certain requirements are satisfied. See "SECURITY FOR AND SOURCES OF PAYMENT OF THE OBLIGATIONS — Additional Revenue Obligations" and, for detail about amounts due pursuant to the First Purchase Agreement, the Second Purchase Agreement and the Purchase Agreement, see APPENDIX B —"TO" OF MARANA,ARIZONA—FINANCIAL DATA." Brief descriptions of the security for the Obligations and of matters related to the Town are Included in this Official Statement together with a summary of select provisions of the Purchase Agreement and the Trust Agreement. Such descriptions do not purport to be comprehensive or definitive. All references to the Purchase Agreement and the Trust Agreement are qualified in their entirety by reference to such documents, and references herein to the Obligations are qualified in their entirety by reference to the form thereof Included in the Trust Agreement,copies of all of which are available for Inspection at the designated corporate trust office of the Trustee. Capitalized terms not defined herein shall have the meanings set forth in APPENDIX D - "SUMMARY OF SELECT PROVISIONS OF PRINCIPAL DOCUMENTS -DEFINITIONS OF CERTAIN TERMS." Neither this Official Statement nor any statement that may have been made orally or in writing in connection herewith is to be considered as, or as part of, a contract with the original purchasers or subsequent owners or Beneficial Owners(as defined in APPENDIX G—"BOOK-ENTRY-ONLY SYSTEM")of the Obligations. References to provisions of federal or State of Arizona (the "State" or "Arizona") law, whether codified or uncodified, are references to those current provisions. Those provisions may be amended, repealed or supplemented. THE OBLIGATIONS General Terms The Obligations will be dated the date of Initial authentication and delivery and Initially will be registered only in the name of Cede&Co.,the nominee of The Depository Trust Company,New York,New York("DTC")under the book-entry-only system described in APPENDIX G—"BOOK-ENTRY-ONLY SYSTEM" (the "Book-Entry-Only System"). Beneficial ownership Interests in the Obligations may be purchased through direct and Indirect participants of DTC in amounts of$5,000 of principal due on a single payment date or Integral multiples thereof. See APPENDIX G—"BOOK-ENTRY-ONLY SYSTEM." Principal represented by the Obligations will be payable on the dates and in the principal amounts and bear Interest from their dated date at the rates all as set forth on the Inside front cover page of this Official Statement. Interest represented by the Obligations will accrue originally from the dated date of the Obligations and will be payable on January 1, 2018*, and on each July 1 and January 1 thereafter(each an"Interest Payment Date")until maturity or prepayment. 2 Marana Regular Council Meeting 03/07/2017 Page 204 of 298 Prepayment Provisions* Optional Prepayment. Principal represented by the 2017A Obligations and the 2017B Obligations payable before or on July 1, 20 , will not be subject to prepayment prior to their stated payment date. Principal represented by the Obligations payable on or after July 1, 20 , may be prepaid prior to maturity, in whole or in part on any date, in any order of payment date and by lot within any payment date, by the Town, on or after July 1, 20 , at a prepayment price equal to the principal amount thereof plus accrued interest on such principal to the date fixed for prepayment,but without premium. Principal represented by the 2017C Obligations payable on or after July 1,20 ,may be prepaid prior to maturity,in whole or in part on any date, in any order of payment date and by lot within any payment date, by the Town, on or after July 1,20 ,at a prepayment price equal to the principal amount thereof plus accrued interest on such principal to the date fixed for prepayment,but without premium. Mandatory Prepayment. Principal represented by the Obligations payable on July 1, 20 * (the "Term Obligations")will be subject to mandatory prepayment and will be prepaid on July 1 of the respective years set forth below and in the principal amounts set forth below,by payment of a prepayment price equal to the principal amount of the Term Obligations then called for prepayment plus the interest accrued to the date fixed for prepayment, but without premium,as follows: Term Obligation due July 1,20 Prepayment Date Principal (July 1) Amount (final payment) Whenever Term Obligations subject to mandatory prepayment are purchased, prepaid (other than pursuant to mandatory prepayment) or delivered by the Town to the Trustee for cancellation, the principal amount of the Term Obligations so retired shall satisfy and be credited against the mandatory prepayment requirements for such Term Obligations for such years as the Town may direct. Manner of Selection for Prepayment. Principal represented by the Obligations will be prepaid only in amounts of $5,000 payable on a specific payment date or integral multiples thereof. The Town will, at least 45 days prior to the prepayment date, notify the Trustee of such prepayment date and of the payment dates of the Obligations and the principal amount of the Obligations of any such payment date to be prepaid on such date. For the purposes of any prepayment of less than all of the Obligations due on a single payment date,the particular Obligations or portions of the Obligations to be prepaid will be selected through the procedures of DTC. For purposes of any prepayment of less than all of the Obligations payable on a single payment date, the particular Obligations or portions of the Obligations to be prepaid on a single payment date will be selected on a pro rata basis by the Trustee by lot not more than 45 days nor less than 30 days prior to the prepayment date. While the Town intends that allocations be made in accordance with the foregoing proportional provisions,the selection of the Obligations for prepayment will be subject to practices and procedures of DTC as in effect from time to time. Notice of Prepayment. Prepayment notices will be sent only to DTC by electronic media,not more than 60 nor less than 30 days prior to the date set for prepayment. See APPENDIX G—"BOOK-ENTRY-ONLY SYSTEM." Such notice will state that if, on the specified prepayment date, moneys for prepayment of all the Obligations to be prepaid together with interest to the date of prepayment, is held by the Trustee, then, from and after said date of prepayment, interest with respect to the Obligations will cease to accrue and become payable and that if such moneys are not so held,the prepayment will not occur. * Subject to change. 3 Marana Regular Council Meeting 03/07/2017 Page 205 of 298 Registration and Transfer When Book-Entry-Only System Has Been Discontinued If the Book-Entry-Only System is discontinued, the Obligations will be transferred only upon the bond register maintained by the Trustee and one or more new Obligations, registered in the name of the transferee, of the same principal amount, payment and rate of interest as the surrendered Obligation or Obligations will be authenticated, upon surrender to the Trustee of the Obligation or Obligations to be transferred, together with an appropriate instrument of transfer executed by the transferor if the Trustee's requirements for transfer are met. The fifteenth day of the month preceding an interest payment date has been designated as the "Record Date" for the Obligations. The Trustee may,but is not required to,transfer or exchange any Obligations during the period from the Record Date to and including the respective Interest Payment Date. The Trustee may, but is not required to, transfer or exchange any Obligations which have been selected for prepayment. The transferor will be responsible for all transfer fees,taxes and any other costs relating to the transfer of ownership of individual Obligations. 4 Marana Regular Council Meeting 03/07/2017 Page 206 of 298 PLAN OF REFUNDING A portion of the net proceeds of the sale of the Obligations, together with other legally available funds of the Town, will be placed in a trust fund with as escrow trustee under an Escrow Trust Agreement,to be dated as of May 1, 2017* (the "Escrow Trust Agreement"), and will be used to acquire certain obligations of the United States of America ("Government Obligations"), in amounts sufficient, without reinvestment, to pay, when due, the principal of and interest on lease-purchases from the Corporation to the Town, payments securing the below-described obligations of the Town of Marana Municipal Property Corporation (the "Obligations Being Refunded"),which are being refunded as follows: Schedule of Obligations Being Refunded* Principal Principal Redemption Issue Maturity Amount Being Date CUSIPO) Series Date Coupon Outstanding Refunded (July 1) No.565748 2008A 7/1/2017 5.000% $7351000 $7351000 N/A GT 1 1/1/2018 5.000 7701000 7701000 N/A GU8 7/1/2018 5.000 7651000 7651000 N/A GV6 1/1/2019(2) 5.000 8051000 8051000 2018 GX2 7/1/2019 5.000 8051000 8051000 2018 GX2 1/1/2020(3) 5.000 8501000 8501000 2018 GZ7 7/1/2020 5.000 8451000 8451000 2018 GZ7 1/1/2021(4) 5.000 8901000 8901000 2018 HB9 7/1/2021 5.000 8901000 8901000 2018 HB9 1/1/2022(5) 5.250 9351000 9351000 2018 HD5 7/1/2022 5.250 9351000 9351000 2018 HD5 1/1/2023(6) 5.250 9801000 9801000 2018 1 FO 7/1/2023 5.250 9901000 9901000 2018 1 FO 1/1/2024(7) 5.250 110351000 110351000 2018 HH6 7/1/2024 5.250 110401000 110401000 2018 HH6 1/1/2025(8) 5.000 111001000 111001000 2018 HR4 7/1/2025(8) 5.000 111001000 111001000 2018 HR4 1/1/2026(8) 5.000 111501000 111501000 2018 HR4 7/1/2026(8) 5.000 111601000 111601000 2018 HR4 1/1/2027(8) 5.000 112101000 112101000 2018 HR4 7/l/2027(8) 5.000 112151000 112151000 2018 HR4 1/1/2028(8) 5.000 112751000 112751000 2018 HR4 7/1/2028 5.000 112751000 112751000 2018 HR4 $2217551000 $2217551000 * Subject to change. <l� See footnote(l)to the inside front cover page. (2) Represents mandatory redemption payments of a term bond with a final maturity of July 1, 2019. (3) Represents mandatory redemption payments of a term bond with a final maturity of July 1, 2020. (4) Represents mandatory redemption payments of a term bond with a final maturity of July 1, 2021. (5) Represents mandatory redemption payments of a term bond with a final maturity of July 1, 2022. (6) Represents mandatory redemption payments of a term bond with a final maturity of July 1, 2023. (7) Represents mandatory redemption payments of a term bond with a final maturity of July 1, 2024. (8) Represents mandatory redemption payments of a term bond with a final maturity of July 1, 2028. Upon delivery of the Obligations and such deposit of the proceeds, the Obligations Being Refunded will no longer be outstanding under the Indenture pursuant to which they were issued and will not be secured by Excise Tax Revenues and State Shared Revenues. 5 Marana Regular Council Meeting 03/07/2017 Page 207 of 298 VERIFICATION OF MATHEMATICAL COMPUTATIONS Grant Thornton LLP, a firm of Independent certified public accountants, will deliver to the Town, on or before the execution and delivery date of the Obligations, Its verification report Indicating, among other things, that it has verified, in accordance with standards for attestation engagements established by the American Institute of Certified Public Accountants, the mathematical accuracy of (a) the sufficiency of the anticipated receipts from the Government Obligations, together with the initial cash deposit, to pay, when due, the principal of, prepayment amount and interest on the Loan Repayment Agreement and(b) the yields on the Government Obligations and the Obligations. The verification performed by Grant Thornton LLP will be solely based upon data, information and documents provided to Grant Thornton LLP by the Town and its representatives. Grant Thornton LLP has restricted its procedures to recalculating the computations provided by the Town and its representatives and has assumed the accuracy of the data,information and documents used in the computations. THE PROJECTS The Projects consist of (i) the expansion of the Marana Wastewater Reclamation Facility ("MWRF") and construction of the Recharge Facility ("RF") (together, the "Projects"); (ii) the reimbursement of certain costs advanced by the Town in connection with the Projects; and (iii) design,permitting, construction and equipping, as applicable, of operational improvements to the Projects, including long lead items,rammed aggregate piers,process equipment, aeration basins equipment, secondary clarifiers equipment, dewatering equipment, non-potable water system for the MWRF and site work, yard piping, aeration basis and clarifiers, influent pump station, headworks, activated sludge pump, sludge storage tanks,electrical and instrumentation and a maintenance building for the RF. SECURITY FOR AND SOURCES OF PAYMENT OF THE OBLIGATIONS General The Obligations will be special, limited revenue obligations, taking the form of undivided, participating, proportionate interests in the Payments. The obligation of the Town to make the Payments will be limited to payment from Excise Tax Revenues and State Shared Revenues and will in no circumstances constitute a general obligation or a pledge of the full faith and credit of the Town or the State or any political subdivisions thereof, or require the levy of,or be payable from the proceeds of,any ad valorem property taxes. Excise Tax Revenues and State Shared Revenues in excess of amounts, if any,required to be deposited with or held by the Trustee for payments due under the Purchase Agreement will constitute surplus revenues and may be used by the Town for any lawful purpose for the benefit of the Town. The Town may also make the Payments from its other funds as permitted by law and as the Town determines from time to time, provided, however, that the Trustee will thereafter have no claim to such other funds. Under the terms of the Trust Agreement, an irrevocable trust will be administered by the Trustee for the equal and proportionate benefit of the Owners of the Obligations, which trust includes: (1) all right, title and interest of the Trustee, as seller, in the Purchase Agreement and the right to (a) make claim for, collect or receive all amounts payable or receivable thereunder,(b)bring actions and proceedings thereunder or for the enforcement of such rights, and(c)do any and all other things which the Trustee is entitled to do thereunder; (2) amounts on deposit from time to time in the funds created pursuant to the Trust Agreement;and(3)any and all other property of any kind hereafter conveyed as additional security for the Obligations. See APPENDIX D-"SUMMARY OF SELECT PROVISIONS OF PRINCIPAL DOCUMENTS -THE TRUST AGREEMENT." 6 Marana Regular Council Meeting 03/07/2017 Page 208 of 298 Pledge The Payments will be secured by a first lien on and pledge of Excise Tax Revenues and State Shared Revenues on parity with the pledge and lien granted by the Town for the payment and security of the First Purchase Agreement, the Second Purchase Agreement and any Additional Revenue Obligations. No additional obligations will be incurred that would have a prior pledge of Excise Tax Revenues and State Shared Revenues to the Purchase Agreement. The Payments will be coequal as to the pledge of and lien on Excise Tax Revenues and State Shared Revenues and share ratably, without preference,priority or distinction, as to the source or method of payment from Excise Tax Revenues and State Shared Revenues or security therefor. If at any time moneys are not sufficient to make the deposits and transfers required, any such deficiency will be made up from the first moneys thereafter received and available for such transfers under the terms of the Purchase Agreement and, with respect to payment from Excise Tax Revenues and State Shared Revenues,pro rata with amounts due with respect to the First Purchase Agreement, the Second Purchase Agreement and any Additional Revenue Obligations. The Purchase Agreement will not terminate so long as any of the Payments are due and owing pursuant to the terms of the Obligations. Payment of the Obligations will not be secured by the Projects or property financed with the Obligations Being Refunded and the Owners of the Obligations have no claim or lien on the Projects or property financed with the Obligations Being Refunded or any part thereof or any proceeds from the Obligations. THE PAYMENTS WILL NOT CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE TOWN NOR WILL THE TOWN BE LIABLE FOR THE PAYMENTS FROM AD VALOREM PROPERTY TAXES. PURSUANT TO THE TRUST AGREEMENT, THE OBLIGATIONS WILL BE SPECIAL, LIMITED REVENUE OBLIGATIONS, PAYABLE SOLELY FROM THE PAYMENTS MADE PURSUANT TO THE PURCHASE AGREEMENT. THE OBLIGATIONS WILL NOT BE GENERAL OBLIGATIONS OF THE TOWN, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF AND WILL NOT REPRESENT OR CONSTITUTE A DEBT OR A DIRECT OR INDIRECT PLEDGE OF THE FULL FAITH AND CREDIT OF THE TO",THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF. Coverage Requirements To the extent permitted by applicable law,Excise Tax Revenues will be retained and maintained so that the amounts received from Excise Tax Revenues and State Shared Revenues within and for the most recently completed fiscal year of the Town, will be equal to at least two (2) times the Annual Debt Service for the current fiscal year of the Town. If Excise Tax Revenues and State Shared Revenues for any such fiscal year shall not have been equal to at least one and one quarter (1.25) times the Annual Debt Service for the current fiscal year of the Town or if at any time it appears that Excise Tax Revenues and State Shared Revenues will not be sufficient to meet such requirements, the Town will, to the extent permitted by applicable law, impose new exactions of the type of the components of the revenues which are Excise Tax Revenues, or increase the rates for the components of the revenues which are Excise Tax Revenues currently imposed by the Town fully sufficient at all times, after making allowances for contingencies and errors, in each fiscal year of the Town in order that (i) Excise Tax Revenues and State Shared Revenues will be sufficient to meet all such requirements and (ii) Excise Tax Revenues and State Shared Revenues will be reasonably calculated to attain the level as required by the first sentence of this paragraph. Additional Revenue Obligations Additional Revenue Obligations may be incurred but only if Excise Tax Revenues and State Shared Revenues in the most recently completed Fiscal Year have amounted to at least two(2)times the Maximum Annual Debt Service. 7 Marana Regular Council Meeting 03/07/2017 Page 209 of 298 SOURCES AND USES OF FUNDS Principal Amount $4015951000.00* Net Original Issue Premium(a) Total Sources of Funds Deposit to Acquisition Fund Payment to Escrow Trustee Payment of Costs of Issuance (b) Total Uses of Funds * Subject to change. (a) Net original issue premium consists of original issue premium on the Obligations less original issue discount with respect to the Obligations. (b) Includes Underwriter's compensation. 8 Marana Regular Council Meeting 03/07/2017 Page 210 of 298 ESTIMATED DEBT SERVICE REQUIREMENTS AND PROJECTED COVERAGE The following table sets forth the amounts required to pay annual debt service on the Purchase Agreement,the First Purchase Agreement and the Second Purchase Agreement which secure the 2013 Obligations, the 2014 Obligations and the Obligations and the projected coverage. TABLE I Schedule of Estimated Annual Debt Service Requirements and Projected Coverage (a)* Town of Marana,Arizona Maximum Annual Total Debt Service Excise Tax Plus: Estimated Coverage on the Revenues and Outstanding Obligations(c) The Obligations Annual Outstanding Obligations Fiscal State Shared Debt Service and the Year Revenues(b) Principal Interest Principal* Interest(d) Requirements* Obligations*(e) 2015/16 $42,583,406 2016/17 44,325,123 $ 2,005,000 $ 1,595,605 $ 3,600,605 2017/18 2,344,000 1,521,060 $ 860,000 $ 2,294,934(f) 7,019,994 2018/19 2,424,000 1,436,928 1,315,000 1,831,069 7,006,997 2019/20 2,491,000 1,375,989 1,355,000 1,791,619 7,013,607 2020/21 2,575,000 1,286441 1,400,000 1,737,419 6,998,859 2021/22 2,675,000 1,193,808 1,870,000 1,667,419 7,406,227 5.75x 2022/23 2,624,000 1,097,466 1,965,000 1,573,919 7,260,384 2023/24 2,744,000 981,186 2,060,000 1,475,669 7,260,855 2024/25 2,868,000 859,397 2,180,000 1,372,669 7,280,065 2025/26 2,335,000 731,750 2,290,000 1,263,669 6,620,419 2026/27 2,450,000 615,000 2,400,000 1,149,169 6,614,169 2027/28 2,570,000 492,500 2,520,000 1,029,169 6,611,669 2028/29 1,445,000 364,000 65,000 903,169 2,777,169 2029/30 1,505,000 306,200 100,000 901,056 2,812,256 2030/31 1,560,000 246,000 170,000 897,806 2,873,806 2031/32 1,640,000 168,000 205,000 891,856 2,904,856 2032/33 1,720,000 86,000 205,000 884,681 2,895,681 2033/34 2,010,000 877,250 2,887,250 2034/35 2,105,000 776,750 2,881,750 2035/36 1,975,000 671,500 2,646,500 2036/37 2,075,000 572,750 2,647,750 2037/38 2,175,000 469,000 2,644,000 2038/39 2,285,000 360,250 2,645,250 2039/40 2,400,000 246,000 2,646,000 2040/41 2,520,000 126,000 2,646,000 $36,255,000 $ 38,505,000 * Subject to change. (a) Prepared by Stifel, Nicolaus& Company, Incorporated(the "Underwriter'). (b) The amount of Excise Tax Revenues and State Shared Revenues used to calculate the coverage requirements for existing and projected debt service is the audited amount for fiscal year 2015/16. See "EXCISE TAX REVENUES AND STATE SHA RED REVENUES—TABLE 5—Historical and Projected Excise Tax Revenues and State Shared Revenues Collections." (c) Net of the Obligations Being Refunded. 9 Marana Regular Council Meeting 03/07/2017 Page 211 of 298 (d) Interest is estimated. (e) Debt service coverage is based on revenues available for debt service (see footnote (a)) compared to Maximum Annual Debt. 69 The fust interest payment on the Obligations will be due on January 1, 2018*. Thereafter, interest payments will be made semiannually on July I and January I until the final payment or prepayment of the Obligations. EXCISE TAX REVENUES AND STATE SHARED REVENUES NO ASSURANCES CAN BE GIVEN THAT THE AMOUNT OF STATE SHARED SALES TAXES OR STATE SHARED INCOME TAXES DESCRIBED HEREINBELOW WILL NOT BE REDUCED OR ELIMINATED BY THE STATE LEGISLATURE IN THE FUTURE. Excise Tax Revenues Town Sales Taxes. The Town's unrestricted transaction privilege(sales)tax is levied by the Town upon persons and entitles on account of their business activities within the Town. The amount of tax due is calculated by applying the tax rate against the gross proceeds of sales or gross Income derived from the business activities shown in the table below. TABLE 2 TRANSACTION PRIVILEGE(SALES)TAX RATES BY CATEGORY Category Rate(a) Utilities 4.5% Telecommunications 4.5 Publishing 2.5 Job printing 2.5 Advertising 2.5 Contracting 4.0 Retail Sales(b) 2.5 Restaurants and Bars 2.5 Hotel/Motel 2.5 (c) Amusements 2.5 Rentals 2.5 Mining 0.1 Transportation 2.5 Timbering and extraction 2.5 Use Tax(b) 2.5 (a) Currently, the Town levies a 2.5% transaction privilege (sales) tax (except for utilities, communications, contracting and mining activities) which is included as Excise Tax Revenues pledged as security for the payments due with respect to the Fust Purchase Agreement, the Second Purchase Agreement and the Purchase Agreement. Note: 0.5%enacted in April 2015 is restricted use and sunsets when $18,000,000 has been saved. (b) The Town only levies a 2.0%transaction privilege(sales)tax on single purchase items over$5,000. (c) The Town levies an additional 6.0% transient lodging tax on any hotel, motel, apartment or individual charging for lodging space to any person for less than 30 consecutive days. 10 Marana Regular Council Meeting 03/07/2017 Page 212 of 298 Recent Legislative Changes Regarding Municipal Sales Tax Revenues. Chapter 255, Laws of Arizona 2013 (commonly referred to by its original bill number,HB2111), made changes to the collection process for transaction privilege(sales)taxes,as well as modifying certain categories of business activity,as described below. Beginning January 1, 2016, the Arizona Department of Revenue ("ADOR") became the single point of administration for licensing, filing and payment of all State, county and municipal transaction privilege taxes. The law requires ADOR to establish and administer a single online portal so that taxpayers can pay all State, county or municipal transaction privilege taxes online. The law allows ADOR, subject to statutory guidelines, to disclose confidential information related to transaction privilege (sales) taxes collected by the department from any jurisdiction to any county, city or town official if it relates to a taxpayer who is subject to an ADOR audit. The law stipulates that taxpayers are subject to a single audit, eliminating possible subsequent or joint audits by cities and towns. The law also stipulates a variety of requirements for the audit,most of which generally require ADOR's active involvement. In addition, effective January 1, 2015, HB2111 also exempts from the "prime" construction contracting classification certain service contractors and design phase and professional services and modifies provisions regarding sourcing of certain transactions involving tangible personal property by providing that the sale of a motor vehicle to a nonresident delivered and intended for use outside of Arizona is exempt from state and municipal transaction privilege (sales) taxes, and removing an exemption for personal tangible property shipped or delivered directly to a location outside of the United States that is to be used in that location. While no specific assurance can be given, the Town does not expect the changes due to HB2111 to have a material impact on the administration, collection or enforcement of the Town's transaction privilege (sales) taxes, including Excise Tax Revenues, or amounts to be collected therefrom as the ADOR currently collects transaction privilege (sales)taxes for the State and many political subdivisions in the State, including the Town. The Arizona cities and towns affected by this legislation are working cooperatively with the ADOR to help achieve a smooth transition of tax administration. Additional information is available at htt s://www.azdor.gov/TPTSim lification.as x. The following table shows the audited amounts of the City's Excise Tax Revenue collections by industry classification for fiscal years 2010/11 through and including 2014/15, estimated, actual collections for fiscal year 2015/16 and budgeted collections for fiscal year 2016/17. 11 Marana Regular Council Meeting 03/07/2017 Page 213 of 298 TABLE 3 TRANSACTION PRIVILEGE(SALES)TAX COLLECTIONS BY INDUSTRY CLASSIFICATION(a) Audited Budgeted Industry Classification 2011/12 2012/13 2013/14 2014/15 2015/16 2016/17(a) Construction $ 517821644 $ 512601345 $ 614111509 $ 618381195 $ 618831116 $ 719211000 Manufacturing (c) 1281089 1271214 971014 1001329 - - Transportation,conununications &utilities 219851979 310381071 311821854 313181976 315231679 316991683 Wholesale trade(c) 2331850 2961077 2131657 3051012 - - Retail trade 818041206 913801544 915931163 1011331523 1315021049 1315501398 Restaurants and bars 117891232 118191588 118651602 210381788 215141826 210611990 Fire,insurance&real estate 113501977 112341426 112561418 112401196 110951295 9561170 Hotels and other lodging 119911767 211401493 210641986 214811304 110911157 7191281 Services (c) 110261443 110031377 110311325 110461669 - - All others not specified 4451774 3631807 5091351 5551522 113751773 117551601 Total $2415381961 $2416631942 $2612251879 $2810581514 $29,985,895 $3016641123 (a) Due to the Town's participation in the Arizona Department of Revenue ("ADOR') sales tax collection program and ADOR's reporting of collections on a cash basis, the totals represented here may differ from the amounts shown for Town Sales Tax in TABLE 5. (b) Figures for fiscal year 2016/17 are based on budgeted figures, subject to change upon audit and should be considered with an abundance of caution. (c) Beginning in fiscal year 2015/16, these categories are subsumed under the category "All others not specified." Licenses and Permits;Fines and Forfeitures. The Town Imposes and collects a business license tax on the right to engage in business within the Town and the right to utilize certain Town property, an occupational license tax on certain occupations and various permit fees for engaging in certain activities within the Town, for the right to utilize certain Town property and for parks and recreation. The Town also imposes and collects fines and forfeitures for violation of State laws and Town ordinances relating to,among other things,traffic and parking offenses. State-Shared Revenues From time to time,bills are introduced in,and legislation enacted by,the Arizona Legislature to change the formulas used to allocate the State-Shared Sales Taxes, State-Shared Income Taxes and State-shared vehicle license taxes, including proposed adjustments that would reduce the distribution to cities and towns. The possibility of changes in this respect are more likely to be adverse to the Town when the State is experiencing financial difficulties. The Town cannot determine whether any such measures will become law or how they might affect the revenues which comprise the State-Shared Revenues. In addition, initiative measures are circulated from time to time seeking to place on the ballot changes in Arizona law which would repeal or modify state sales taxes, state income taxes (a major source of funds for state revenue sharing) and vehicle license taxes. The Town cannot predict if any such initiative measures will ever actually be submitted to the electors,what form the measures might take or the outcome of any such election. State Shared Income Taxes. Under current State law,Arizona cities and towns are preempted from imposing a local income tax. Cities and towns are, however, entitled by statutory formula to receive typically 15.00% of the net 12 Marana Regular Council Meeting 03/07/2017 Page 214 of 298 revenues of the State's personal and corporate Income tax collections for the fiscal year which is two fiscal years prior to the current fiscal year. Distribution of such funds is made monthly based on the proportion of each city's or town's population to the total population of all Incorporated cities and towns in the State as determined by the latest census. Reduced economic activity or reductions in the statutory formula share could adversely affect the Town's revenues. State-Shared Sales Taxes. Pursuant to statutory formula, cities and towns in Arizona receive a portion of the State- levied transaction privilege (sales) tax. The State transaction privilege (sales) tax is levied against the same categories of business activity as the Town's transaction privilege(sales)tax with the exception of food sales,which the State exempts from tax. As TABLE 4 indicates,the rate of taxation by the State varies among the different types of business activities taxed, with the most common effective rate being subject to the hereinafter described distribution share being 5.00%of the amount or volume of business transacted. Under current State law, the aggregate amount distributed to all Arizona cities and towns is equal to 25.00%of the "distribution share" of revenues attributable to each category of taxable activity. The allocation of each city and town of the revenues available to all cities and towns is based on their population relative to the aggregate population of all cities and towns as shown by the latest decennial or special census. State-levied transaction privilege(sales)taxes are collected by the State and are distributed monthly to cities and towns. Recent Legislation Regarding Withholding of State Shared Revenues. The State Legislature has passed and the Governor of Arizona on March 17,2016, signed Senate Bill 1487 ("SB 1487")(Chapter 35, Laws of Arizona 2016). The measure took effect on August 6, 2016. SB 1487 permits the State to withhold from a county, Town or town ("Local Jurisdiction") State revenues that would otherwise be shared with Local Jurisdictions. Under SB 1487, at the request of one or more members of the State Legislature, the State Attorney General must investigate any ordinance, regulation, order or other official action ("Local Action") adopted or taken by the governing body of a Local Jurisdiction that the legislator alleges violates State law or the State Constitution. The Attorney General must make a written report within 30 days after receipt of the request. The Local Jurisdiction then has 30 days to resolve the violation. If the Attorney General determines that the violation has not been resolved within 30 days,the Attorney General must notify the State Treasurer and the State Treasurer must withhold payment to the Local Jurisdiction of State-shared excise taxes otherwise due to the Local Jurisdiction pursuant to §42- 5029(L), Arizona Revised Statutes and all State-shared income taxes otherwise due to the Local Jurisdiction pursuant to §43-206(F), Arizona Revised Statutes, until such time as the Attorney General determines that the violation has been resolved. However the State Treasurer may not withhold any amount that the Local Jurisdiction certifies to the Attorney General and the State Treasurer as being necessary to make deposits or payments for debt service on bonds or other long-term obligations that were issued or incurred before the Local Action occurred. The Town is not aware of any Local Action by the Town taken or currently under consideration that does or if taken would violate State law or the State Constitution. The Obligations are secured by and payable from State-Shared Revenues. The withholding of State-Shared Revenues could have a material negative impact on the payment of principal of and interest on the Obligations during any period of withholding. 13 Marana Regular Council Meeting 03/07/2017 Page 215 of 298 TABLE 4 STATE SALES TAX TAXABLE ACTIVITIES,TAX RATES AND DISTRIBUTION SHARE State Transaction Privilege(Sales)Tax Rates 0.60% State Distribution Education Combined Taxable Activities Tax Rate Base Tax Rate(a) Tax Rate Transporting 5.000% 20.00 % 0.60% 5.600% Utilities 5.000 20.00 0.60 5.600 Telecommunications 5.000 20.00 0.60 5.600 Pipeline 5.000 20.00 0.60 5.600 Private car line 5.000 20.00 0.60 5.600 Publication 5.000 20.00 0.60 5.600 Job printing 5.000 20.00 0.60 5.600 Prime contracting 5.000 20.00 0.60 5.600 Owner builder sales 5.000 20.00 0.60 5.600 Amusement 5.000 40.00 0.60 5.600 Restaurant 5.000 40.00 0.60 5.600 Personal property rental 5.000 40.00 0.60 5.600 Retail(excluding food sales) 5.000 40.00 0.60 5.600 Transient lodging 5.500 50.00 N/A 5.500 Mining-non-metal,oil/gas 3.125 32.00 N/A 3.125 Commercial lease 0.000 53.33 N/A 0.000 Severance-metalliferous mining 2.500 80.00 N/A 2.500 Use tax utilities 5.000 20.00 0.60 5.600 Jet fuel use tax (b) 40.00 N/A (b) N/A =Not applicable. (a) Represents the State transaction privilege (sales) tax rate approved by voters of the State in November 2000 (the "Education Tax') on certain of the categories of business activity at six-tenths of one percent (0.6%). The Education Tax collections are dedicated exclusively to education and are not distributed to the Town or pledged to the payment of debt service with respect to the Obligations. The effective dates for the Education Tax are.June 1, 2001 through.June 30, 2021. (b) Does not include$0.0305 per gallon State tax on the retail sale of jet fuel, which tax is only levied on the fust ten million gallons sold to each purchaser in each calendar year. Source: Arizona Department of Revenue. 14 Marana Regular Council Meeting 03/07/2017 Page 216 of 298 Historical and Projected Excise Tax Revenues and State Shared Revenues The following table sets forth the Town's audited Excise Tax Revenues and State Shared Revenues collections for fiscal years 2011/12 through and including 2015/16 and budgeted collections for fiscal year 2016/17. TABLE 5 HISTORICAL AND PROJECTED EXCISE TAX REVENUES AND STATE SHARED REVENUES COLLECTIONS (a) Audited Budgeted Category 2011/12 2012/13 2013/14 2014/15 2015/16 2016/17(a) Town Sales Tax $2415381961 $2417681104 $2612251881 $2810581823 $2919851895 $3016641123 State-shared Sales Taxes 217311863 218611622 310431102 311951042 313391932 318911291 State-shared Income Taxes 219501734 315711191 318961487 412321245 412091300 510571824 Licenses and permits 217201872 413231155 319321108 418131378 414681910 410711885 Fines and forfeitures 5581393 6611341 6351869 6641955 5791369 6401000 $3315001823 $3611851413 $3717331447 $4019641443 $42,583,406 $4413251123 (a) Due to the Town's participation in the Arizona Department of Revenue ("ADOR') sales tax collection program and ADOR's reporting of collections on a cash basis, the totals represented here may differ from the amounts shown for Town Sales Tax Collections in TABLE 3. (b) Figures for fiscal year 2016/17 are based on budgeted figures, subject to change upon audit, and should be considered with an abundance of caution. LITIGATION No litigation or administrative action or proceeding is pending or threatened against the Town which questions the Town's right to adopt or comply with the provisions of the documents under which the Obligations have been authorized or the validity or enforceability thereof or to consummate the transactions described therein or herein;nor is there any litigation or administrative action or proceeding threatened against the Town which,if decided adversely to the Town,as applicable,would impair the Town's ability to comply with all of the requirements of the documents under which the Obligations have been authorized or have a material adverse effect upon the financial condition of the Town. Representatives of the Town will deliver certificates to that effect at the time of the initial delivery of the Obligations. LEGAL MATTERS Legal matters incident to the execution and delivery of the Obligations and with regard to the tax-exempt status of the interest portion of the Obligations are subject to the legal opinion of Greenberg Trauig, LLP, Special Counsel, whose services have been retained by the Town. The signed legal opinion of Special Counsel, dated and premised on the law in effect as of the date of the Obligations, will be delivered to the Underwriter at the time of original delivery of the Obligations. The proposed text of the legal opinion is set forth as APPENDIX E — "FORM OF APPROVING LEGAL OPINION." The legal opinion to be delivered may vary from the text of APPENDIX E if necessary to reflect the facts and law existing on the date of delivery. The opinion will speak only as of its date, and subsequent distribution, by recirculation of this Official Statement or otherwise, should not be construed as a representation that Special Counsel has reviewed or expressed any opinion concerning any matters relating to the Obligations subsequent to the original delivery of the Obligations. 15 Marana Regular Council Meeting 03/07/2017 Page 217 of 298 From time to time, there are legislative proposals (and Interpretations of such proposals by courts of law and other entities and individuals) that, if enacted, could alter or amend numerous matters, both financial and non-financial, impacting the operations of towns that could have a material impact on the Town and could adversely affect the secondary market value of the Obligations. It cannot be predicted whether or in what form any such proposal might be enacted or whether,if enacted,it would apply to obligations(such as the Obligations)issued prior to enactment. Certain legal matters will be passed upon for the Squire Patton Boggs,(US)LLP, as counsel to the Underwriter. The various legal opinions to be delivered concurrently with the delivery of the Obligations express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. By rendering a legal opinion,the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction. Nor does the rendition of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. TAX MATTERS General In the opinion of Special Counsel, under existing law, the portion of each of the Payments made by the Town pursuant to the Purchase Agreement and denominated as and comprising interest pursuant to the Purchase Agreement and received by the Owners of the Obligations (the "Interest Portion") will be excludable from gross income for federal income tax purposes pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended(the"Code"), will not be treated as an item of tax preference under Section 57 of the Code for purposes of the alternative minimum tax imposed on individuals and corporations(but will be taken into account in determining adjusted current earnings for purposes of computing such tax imposed on certain corporations) and will be exempt from Arizona income taxation so long as the Interest Portion is excludable from gross income for federal income tax purposes. Special Counsel expresses no opinion as to the treatment for federal or Arizona income tax purposes on the Interest Portion as to any other tax consequence relating to the Obligations. The Code prescribes a number of qualifications and conditions for such interest to be and to remain excluded from gross income for federal income tax purposes, some of which, including provisions for potential payments by the Town to the federal government, require future or continuing compliance after delivery of the Obligations in order for the Interest Portion to be and to remain so excluded from the date of execution and delivery. Such opinion on such tax matters will be based on and will assume the accuracy of certain representations and certifications and compliance with certain continuing covenants of the Town contained in documents which are part of the transcript of proceedings for the Obligations and which are intended to evidence and assure that the Interest Portion will remain excluded from gross income for federal income tax purposes. Special Counsel will not independently verify the accuracy of the certifications and representations, or compliance with the covenants, made by the Town. Noncompliance with these requirements could cause the Interest Portion to be included in gross income for federal income tax purposes and to be subject to federal and Arizona income taxation retroactive to the date of execution and delivery of the Obligations. The Town has covenanted in the Purchase Agreement to take all such actions that may be required of them for the Interest Portion to be and remain excluded from gross income for federal income tax purposes and not to take any actions that would adversely affect that exclusion. The Interest Portion may be subject to a branch profits tax imposed on certain foreign corporations doing business in the United States of America (the "United States") and to a tax imposed on excess net passive income of certain S corporations. Also,pursuant to the Code,the exclusion of the Interest Portion from gross income for federal income tax purposes can have certain adverse federal income tax consequences on items of income,deductions or credits for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits,those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations and individuals otherwise eligible for the earned income credit. The applicability and extent of these or other tax consequences will depend upon the particular tax status of the Owners of the Obligations or other tax- related matters. As noted hereinabove, Special Counsel expresses no opinion regarding these or other consequences. 16 Marana Regular Council Meeting 03/07/2017 Page 218 of 298 From time to time, there are legislative proposals suggested, debated, Introduced or pending in Congress that, if enacted into law, could alter or amend one or more of the federal tax matters described above including, without limitation, the excludability from gross income of the Interest Portion, adversely affect the market price or marketability of the Obligations,or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would apply to the Obligations. If enacted into law, such legislation could affect the market price or marketability of the Obligations. Prospective purchasers of the Obligations should consult their tax advisors as to the impact of any proposed or pending legislation. Special Counsel's opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Special Counsel as of the date thereof. Special Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Special Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Special Counsel's opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent Special Counsel's professional judgment based on its review of existing law,and in reliance on the representations and covenants that it deems relevant to such opinion. Original Issue Discount and Original Issue Premium Certain of the Obligations as indicated on the inside front cover page of this Official Statement ("Discount Obligations"), were offered and will be sold to the public at an original issue discount ("Original Issue Discount"). Original Issue Discount is the excess of the stated prepayment price at payment (the principal amount) over the "issue price" of a Discount Obligation. The issue price of a Discount Obligation is the initial offering price to the public(other than to bond houses,brokers or similar persons acting in the capacity of underwriters or wholesalers)at which a substantial amount of the Discount Obligations of the same payment will be sold pursuant to that offering. For federal income tax purposes, Original Issue Discount accrues to the owner of a Discount Obligation over the period to payment date based on the constant yield method, compounded semiannually(or over a shorter permitted compounding interval selected by the owner). The portion of Original Issue Discount that accrues during the period of ownership of a Discount Obligation (i) will be interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subj ect to the same considerations discussed above, as other interest on the Obligations, and (ii) will be added to the owner's tax basis for purposes of determining gain or loss on the payment, prepayment, prior sale or other disposition of that Discount Obligation. A purchaser of a Discount Obligation in the initial public offering at the price for that Discount Obligation stated on the cover of this Official Statement who holds that Discount Obligation to payment date will realize no gain or loss upon the retirement of that Discount Obligation. Certain of the Obligations as indicated on the inside front cover page of this Official Statement (the "Premium Obligations"),were offered and will be sold at an"issue price"in excess of their stated prepayment price at payment date. That excess constitutes obligation premium. The issue price of a Premium Obligation is the initial offering price to the public (other than bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers)at which a substantial amount of the Premium Obligations of the same payment is sold pursuant to that offering. For federal income tax purposes, obligation premium is amortized over the period to payment date of a Premium Obligation, based on the yield to payment date of that Premium Obligation(or, in the case of a Premium Obligation callable prior to its stated payment date, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Obligation), compounded semiannually(or over a shorter permitted compounding interval selected by the owner). No portion of that obligation premium is deductible by the owner of a Premium Obligation. For purposes of determining the owner's gain or loss on the sale, prepayment (including prepayment at payment date) or other disposition of a Premium Obligation, the owner's tax basis in the Premium Obligation is reduced by the amount of obligation premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Obligation for an amount equal to or less than the amount paid by the owner for that Premium Obligation. A purchaser of a Premium Obligation in the initial public offering at the price for that Premium Obligation stated on the cover of this Official Statement who holds that Premium Obligation to payment date (or, in the case of a callable Premium Obligation, to its earlier call date that results in the lowest yield on that Premium Obligation) will realize no gain or loss upon the retirement of that Premium Obligation. 17 Marana Regular Council Meeting 03/07/2017 Page 219 of 298 Owners of Discount and Premium Obligations should consult their own tax advisors as to the determination for federal income tax purposes of the amount of Original Issue Discount or obligation premium properly accruable or amortizable in any period with respect to the Discount or Premium Obligations and as to other federal tax consequences, and the treatment of Original Issue Discount and obligation premium for purposes of state and local taxes on,or based on,income. Information Reporting and Backup Withholding Interest paid on obligations such as the Obligations is subject to information reporting to the Internal Revenue Service. This reporting requirement does not affect the excludability of interest on the Obligations from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Obligations,under certain circumstances,to"backup withholding"at the rates set forth in the Code, with respect to payments on the Obligations and proceeds from the sale of Obligations. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Obligations. This withholding generally applies if the owner of Obligations (i) fails to furnish the payor such owner's social security number or other taxpayer identification number("TIN"), (ii)furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Obligations may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. RATING Standard & Poor's Financial Services LLC ("S&P") has assigned the rating of " " to the Obligations. An explanation of the significance of a rating assigned by S&P may be obtained at One California Street,31 St Floor, San Francisco, California 94111. Such rating, if assigned, may be revised downward or withdrawn entirely by S&P, if, in its judgment, circumstances so warrant. Any downward revision or withdrawal of such rating may have an adverse effect on the market price or marketability of the Obligations. The Town has covenanted in its continuing disclosure undertaking that it will file notice of any formal change in any rating relating to the Obligations. See "CONTINUING DISCLOSURE" and APPENDIX F — "FORM OF CONTINUING DISCLOSURE UNDERTAKING"herein. UNDERWRITING The Obligations will be purchased by the Underwriter at an aggregate purchase price of$ ,pursuant to an obligation purchase contract(the"Obligation Purchase Contract") entered into by and between the Town and the Underwriter. If the Obligations are sold to produce the yields shown on the inside front cover page hereof, the Underwriter's compensation will be $ The Obligation Purchase Contract provides that the Underwriter will purchase all of the Obligations so offered if any are purchased. The Underwriter may offer and sell the Obligations to certain dealers(including dealers depositing bonds into unit investment trusts)and others at prices higher or yields lower than the public offering prices or yields stated on the inside front cover page hereof. The initial offering yields set forth on the inside front cover page may be changed,from time to time,by the Underwriter. 18 Marana Regular Council Meeting 03/07/2017 Page 220 of 298 RELATIONSHIP AMONG PARTIES Special Counsel has previously represented, and is currently representing, the Underwriter with respect to other financings and has acted or is acting as bond counsel with respect to other obligations underwritten by the Underwriter and may do so in the future. Special Counsel also serves and has served as bond counsel for one or more for the political subdivisions that the Town territorially overlaps. Counsel to the Underwriter has previously acted as bond counsel with respect to bonds underwritten by the Underwriter and may continue to do so in the future if requested. CONTINUING DISCLOSURE The Town has covenanted for the benefit of beneficial owners of the Obligations to provide certain financial information and operating data relating to the Town by not later than February 1 in each year commencing February 11 2018(the"Annual Reports"), and to provide notices of the occurrence of certain enumerated events(the"Notices of Listed Events"). The Annual Reports and the Notices of Listed Events will be filed with the Municipal Securities Rulemaking Board(the "MSRB")through the MSRB's Electronic Municipal Market Access system as described in APPENDIX F — "FORM OF CONTINUING DISCLOSURE UNDERTAKING." The specific nature of the information to be contained in the Annual Reports and the Notices of Listed Events is set forth in APPENDIX F— "FORM OF CONTINUING DISCLOSURE UNDERTAKING." These covenants have been made in order to assist the Underwriter in complying with the Securities and Exchange Commission's Rule 15c2-12(b)(5) (the "Rule"). A failure by the Town to comply with these covenants must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Obligations in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Obligations and their market price. The Town previously entered into continuing disclosure certificates (the "Prior Disclosure Undertakings") with respect to the Town's previously issued bonds and obligations, which require the filing of certain financial information and operating data related to the Town. The Town failed to timely file certain financial information and operating data for the fiscal year ended June 30,2012 to all outstanding bond issues. [to be updated/reviewed] FINANCIAL STATEMENTS The financial statements of the Town for the period ended June 30, 2016, a copy of which is included in APPENDIX C—"TOWN OF MARANA, ARIZONA—AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 301 2016"of this Official Statement, includes the Town's financial statements for the fiscal year ended June 30,2016 that were audited by Henry&Horne, LLP, Certified Public Accountants, to the extent indicated in its report thereon. The Town has not requested the consent of Henry & Horne, LLP to include its report and Henry&Horne,LLP has performed no procedures subsequent to rendering its report on the financial statements. Representatives of the Town are not aware of any facts that would make such audited financial statements misleading. THE FINANCIAL STATEMENTS INCLUDED IN APPENDIX C OF THIS OFFICIAL STATEMENT ARE CURRENT AS OF THEIR DATE ONLY AND MAY NOT REPRESENT THE CURRENT FINANCIAL CONDITION OF THE TOWN. 19 Marana Regular Council Meeting 03/07/2017 Page 221 of 298 CONCLUDING STATEMENT The summaries or descriptions of provisions in the Purchase Agreement and the Trust Agreement contained herein and all references to other materials not purporting to be quoted in full are only brief outlines of certain provisions thereof and do not constitute complete statements of such provisions and do not summarize all the pertinent provisions of such documents. All projections, forecasts and other Information in this Official Statement Involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Town and the purchasers or holders of any of the Obligations. The attached APPENDICES A through G are integral parts of this Official Statement and must be read together with all of the foregoing statements. This Official Statement has been prepared at the direction of the Town and has been approved by and executed for and on behalf of the Town by its authorized representative indicated below. TOWN OF MARANA,ARIZONA By: Mayor 20 Marana Regular Council Meeting 03/07/2017 Page 222 of 298 APPENDIX A TOWN OF MARANA, ARIZONA- DEMOGRAPHIC AND ECONOMIC INFORMATION THE OBLIGATIONS WILL BE PAYABLE ONLY T R OH AND SECURED BY THE AMOUNTS DESCRIBED UNDER THE HEADING "SECURITY FOR AND SOURCES OF EA YHENT OF THE OBLIGATIONS." THE OBLIGA TIONS WILL NOT BE A GENERAL OBLIGA TION OF THE TO WN. General The Town is located one mile north of the border of the City of Tucson, Arizona ("Tucson"), and on the north extends from northern Pima County, Arizona (the "County") into southern Pinal County, Arizona. The Town encompasses an approximate area of 300 square miles and sits at an elevation of 2,055 feet above sea level. The Town was incorporated in 1977. POPULATION STATISTICS Town of Pima State of Marana County Arizona 2016 Estimate (a) 431752 110131103 618351518 2010 Census 341961 9801263 613921017 2000 Census 131556 8431746 511301632 1990 Census 21187 6661957 316651339 1980 Census 11674 5311443 217161546 1970 Census 11154 3511667 117751399 (a) Data as of July 2016. Source: Arizona Department of Commerce,Population Statistics Unit and the U.S. Census Bureau. Municipal Government and Organization The Town operates under the Council-Manager form of government. The Mayor and six council members are elected at large for staggered four-year terms. The Town Council appoints a Town Manager who has full responsibility for carrying out council policies and administering Town operations. Functions of government and operation are provided by a staff of approximately 365 full-time employees. The Town provides police services and water to its residents. Tucson Electric Power Corporation and Trico Electric Cooperative provide electricity to the Town's residents. Southwest Gas Corporation provides natural gas. Water is provided by the Town, as well as certain public and private providers. Sewer services are provided by the County. Telephone services are provided by CenturyLink. Waste disposal and sanitation services are provided by various private disposal companies. Economy The economy of the Town and the area surrounding the Town has historically been dominated by agricultural activities. Though agriculture is still a large contributor to the economy, commercial, retail and industrial elements are becoming large contributors. The Town's agricultural elements include a variety of irrigated crops. The commercial elements of the economy have developed due to the growth of the Town and the growth of Tucson. The Town has become a retail trade center for suburban northern Tucson and the rural outlying areas surrounding A-1 Marana Regular Council Meeting 03/07/2017 Page 223 of 298 the Town. Also, the Town's proximity between Phoenix and Tucson has attracted business. Many residents commute from the Town to the Tucson metropolitan area for employment as well. The following table is a partial list of major employers within the Town. MAJOR EMPLOYERS Town of Marana,Arizona Approximate Number of Employer Description Employees Marana Unified School District No. 6 Education 11400 Marana Health Center Health 420 FLSmidth Krebs Separation equipment and manufacturing 380 The Ritz Carlton,Dove Mountain Hotel 350 Town of Marana Government 340 Sargent Aerospace&Defense Aerospace manufacturing 300 Fry's Food&Drug Grocery 240 Northwest Fire District Government 220 Hunter Construction Construction 200 Coca-Cola Enterprises Distribution 185 Wal-Mart Retail 180 Tusonix Building Electric part supplier 175 KOLD-TV 13 News 150 Trico Electric Cooperative Utilities 130 Source: Hoover's Inc. and the Town's Comprehensive Annual Financial Report for the fiscal year ended June 30, 2016. The following table Illustrates the unemployment averages for the Town, the County, the State and the United States. UNEMPLOYMENT AVERAGES Calendar Town of Pima State of United States Year Marana County Arizona of America 2016 4.0% 5.0% 5.5% 4.9% 2015 4.4 5.5 6.1 5.3 2014 4.8 6.1 6.7 6.2 2013 5.1 6.7 7.5 7.4 2012 5.5 7.4 8.3 8.1 Source: U.S.Department of Labor,Bureau of Labor Statistics. A-2 Marana Regular Council Meeting 03/07/2017 Page 224 of 298 Commerce The Town is home to numerous retail establishments that accommodate the needs of the Town's growing population. See "EXCISE TAX REVENUES AND STATE SHARED REVENUES — TABLE 3 — TRANSACTION PRIVILEGE (SALES) TAX COLLECTIONS BY INDUSTRY CLASSIFICATION" and " TABLE 5 —HISTORICAL AND PROJECTED EXCISE TAX REVENUES AND STATE SHARED REVENUES COLLECTIONS"in this Official Statement. Education Primary education in the Town is provided by the Marana Unified School District's 11 public elementary schools, one Intermediate school, two junior high schools and three high schools. Pima Community College and The University of Arizona offer undergraduate education and graduate programs. Transportation Industry, business and residents benefit from the transportation provided by Interstate 10, linking the Town with Tucson and the City of Phoenix, Arizona. The Marana Northwest Regional Airport and the Pinal Air Park each have two runways and are within close proximity to the Town. Residents have access to the Tucson International Airport located in Tucson for International, national, regional and local air service. Within Tucson are also passenger bus lines traveling national,regional and local routes. Tourism Many recreational opportunities are within an hour's drive of the Town. Picacho Peak State Park, site of Arizona's only Civil War battle, is 15 miles north. The Town's camping, picnic areas and nature trails are noted for colorful spring wildflowers. In the Santa Catalina Mountains is Catalina State Park, 20 miles east of the Town. Saguaro National Monument (west portion) is a few miles south of the Town. Within the monument is the world famous Arizona - Sonora Desert Museum with native wildlife exhibits and Old Tucson Studios. Other attractions Include Biosphere II,Kitt Peak,Pima Air Museum,and the San Xavier Mission. A-3 Marana Regular Council Meeting 03/07/2017 Page 225 of 298 APPENDIX B TOWN OF MARANA, ARIZONA- FINANCIAL DATA THE OBLIGATIONS WILL BE PAYABLE ONLY FR OH AND SECURED BY THE AMOUNTS DESCRIBED UNDER THE HEADING "SECURITY FOR AND SOURCES OF EA YHENT OF THE OBLIGATIONS." THE OBLIGA TIONS WILL NOT BE A GENERAL OBLIGA TION OF THE TO WN. Current Year Statistics(For Fiscal Year 2016/17) Town of Marana,Arizona General Obligation Bonds Outstanding None Excise Tax Revenue-and State Shared Revenue-Secured Obligations Outstanding and to be Outstanding $ 76,480,000*(a) Improvement District Bonds Outstanding 1414691000 Water Revenue-Secured Obligations Outstanding 318951000 * Subject to change. (a) Includes the Obligations and is net of the Obligations Being Refunded. STATEMENTS OF BONDED INDEBTEDNESS General Obligation Bonds Outstanding Town of Marana,Arizona Total General Obligation Bonds Outstanding None Excise Tax Revenue and State Shared Revenue Obligations Outstanding and to be Outstanding Town of Marana,Arizona Final Less: Balance Maturity Bonds Outstanding Issue Original Date Balance Being and to be Series Amount Purpose (July 1) Outstanding Refunded* Outstanding 2008A $31,090,000 Various Purposes 2028 $22,755,000 ($22,755,00) $ - 2013 34,780,000 Acquisition of water treatment plant 2033 32,215,000 32,215,000 and current refunding - 2014 6493,000 Current refunding 2025 5,760,000 - 5,760,000 Total Excise Tax Revenue and State Shared Revenue Debt Outstanding $ 37,975,000 Plus: The Obligations 38,505,000* Total Excise Tax Revenue and State Shared Revenue Debt Outstanding and to be Outstanding $ 76480,000* * Subject to change. B-1 Marana Regular Council Meeting 03/07/2017 Page 226 of 298 Total Improvement District Bonds Outstanding(a) Final Maturity Issue Original Date Balance Series Amount Purpose (January 1) Outstanding 2006 $2517741000 Tangerine Farms Improvement District 2026 $ 1414691000 Total Improvement District Bonds Outstanding $ 1414691000 (a) Improvement district bonded debt is payable from special assessments levied on the property benefited by the financed improvements. Such bonds are a contingent liability of the Town to the extent of any delinquent assessments. Total Water Revenue-Secured Obligations Outstanding Town of Marana,Arizona Final Maturity Issue Original Date Balance Series Amount Purpose (July 1) Outstanding 2009 $512501000 Various Purposes (a) 2029 $ 318951000 2014 113431000 Current Refunding 2022 110781000 Total Water Revenue-Secured Obligations Outstanding $ 318951000 (a) Represents funds borrowed under loan agreements with the Water Infrastructure Finance Authority of Arizona. B-2 Marana Regular Council Meeting 03/07/2017 Page 227 of 298 RETIREMENT SYSTEM Retirement Benefits The Town contributes to the retirement plans described below and as referenced in Note 10 in APPENDIX C — "TOWN OF MARANA, ARIZONA — AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 301 2016." Benefits are established by State statute and generally provide retirement, death, long-term disability, survivor and health Insurance premium benefits. The Town and Its members contribute to the following retirement systems: The Arizona State Retirement System ("ASRS") is a cost-sharing multiple-employer defined benefit pension plan, a cost-sharing multiple-employer defined benefit health Insurance premium benefit plan, and a cost-sharing multiple-employer defined benefit long-term disability plan. ASRS has reported Increases in Its unfunded liabilities. The most recent annual reports for the ASRS may be accessed at: https-//www.azasrs.gD,gy/content/annualrepgrts. The increase in ASRS' unfunded liabilities is expected to result in increased future annual contribution to ASRS by the Town and Its employees. The table below shows recent actuarially determined contribution rates that the active ASRS members and the Town are/were required to contribute and the plan's funded status. Retirement and Health Long-term Total Contribution Fiscal year ended Insurance Premiums Disability Rate Funded Status June 30,2018 11.34% 0.16% 11.50% unavailable June 30,2017 11.34 0.14 11.48 unavailable June 30,2016 11.3 5 0.12 11.47 77.6% June 30,2015 11.48 0.12 11.60 77.5 June 30,2014 11.30 0.24 11.54 76.9 The Town's employer contributions to ASRS for the four most recent audited years were as follows: Health Benefit Long-term Fiscal year ended Retirement Fund Supplement Fund Disability June 30,2016 $114261881 $651755 $151780 June 30,2015 113671122 751393 151079 June 30,2014 112531464 701288 281115 June 30,2013 111721006 741322 271442 The Public Safety Personnel Retirement system ("PSPRS") is an agent multiple-employer defined benefit pension plan and an agent multiple employer defined benefit health Insurance premium benefit plan that covers public safety personnel who are regularly assigned to hazardous duties for which the Arizona State Legislature establishes active plan members' contribution rates. PSPRS has reported increases in its unfunded liabilities. The most recent annual reports for the PSPRS may be accessed at tt :// W s rswc /s s s rs/ a e its/cat a a is s rsw t The increase in the PSPRS's unfunded liabilities is expected to result in Increased future annual contributions to PSPRS by the Town and Its public safety employees, however the specific Impact on the Town, or on the Town's and its employees' future annual contributions to the PSPRS,cannot be determined at this time. For the year ended June 30, 2015, active PSPRS members were required by statute to contribute 11.05% of the members' annual covered payroll. Under PSPRS for the fiscal year ending June 30,2016 and each subsequent fiscal year, the employee contribution rate is set by statute and calculated at the lesser of 11.65%or 33.3%of the sum of the member's contribution rate from the preceding fiscal year, plus the aggregate computed employer contribution rate subject to a minimum employee contribution rate of 7.65%. The employer contribution rates are based upon an actuarial valuation. It should be noted that the PSPRS Board of Trustees (which also has oversight over The Corrections Officers Retirement Plan as described below)has adopted a three year optional contribution rate phase-in associated with the B-3 Marana Regular Council Meeting 03/07/2017 Page 228 of 298 Arizona Supreme Court decision which determined that the reduction in the permanent benefit Increase enacted by the State Legislature in 2011 (Senate Bill 1609) is unconstitutional. On November 10, 2016, the Arizona Supreme Court upheld another lower court ruling that provisions of Senate Bill 1609 which increased employee contribution rates and curtailed certain benefit increases were also unconstitutional. The decision means that many current employees will receive refunds, while some retirees will receive retroactive benefit increases. The refunds and increased benefits will require increased payments from the Town, but the Town is unable to predict any resulting contribution rate increases. Certain other aspects of Senate Bill 1609 may continue to be challenged in other pending lawsuits. If the ultimate outcome overturns additional portions of the legislation, there will be further adverse impacts on the funded ratio and the actuarially determined contribution rates. On February 16, 2016, the Governor of Arizona signed into law pension overhaul legislation which makes several changes to the PSPRS. The changes, which only affect new hires that start after July 1, 2017 ("Tier 3" members), requires new public employees to serve until the age of 55 before being eligible for full pension benefits. The new legislation also caps pension benefits for new hires and splits the cost of pensions for new hires 50/50 between employers and new employees; offers new hires the option of a 100% defined contribution plan and ties cost-of- living adjustments for retirees to the regional Consumer Price Index with a cap of 2% (the"COLA Provision"). As approved by the voters at an election held on May 17, 2016 to amend the State Constitution, the COLA Provision will also apply to current retirees and members of the PSPRS. The contribution rate mechanism for members hired before July 1,2017("Tier 1"and"Tier 2"members)does not change. The table below shows the actuarially determined annual employer contribution rates, funded status and total audited contribution amounts for the plan. It should be noted that the Town has elected to contribute at the full actuarially determined rate. Additionally, although the contribution rate for employer and employee is the same for Tier 3 hires,the Tier 3 Town contribution rate below also includes a portion of the unfunded liability associated with Tier 1 and Tier 2. Police Tier 1 and 2 Tier 3 Town Tier 3 Town Employee Total Fiscal Year Contribution Contribution Contribution Pension Health Contribution Ended Rate* Rate* Rate* Funded Status Funded Status Amount* June 30,2018 33.10% 24.83% 7.31% unavailable unavailable unavailable June 30,2017 25.21 N/A N/A unavailable unavailable unavailable June 30,2016 25.18 N/A N/A 57.7% 104.0% $113081177 June 30,2015 20.66 N/A N/A 61.5 119.3 110491981 June 30,2014 19.16 N/A N/A 61.3 99.1 8841291 * Sum of the Pension and Health insurance premium benefit contribution rates or contribution amounts. The Corrections Officers Retirement Plan ("CORP") is an agent multiple-employer defined benefit pension plan and an agent multiple-employer defined benefit health insurance premium benefit plan that covers certain State, Town and municipal employees whose primary duties require direct contact with inmates, for which the State Legislature establishes active plan members' contribution rates. The CORP plan has reported increases in its unfunded liabilities. The most recent annual reports for the CORP may be accessed at: tt :// W s rswc is s c / jai e its/cat a jai is c w t The effect of the increase in the CORP's unfunded liabilities is expected to result in increased contributions by the employers of CORP covered employees and CORP employees, however the specific impact on future annual contributions to the CORP, cannot be determined at this time. For the fiscal year ended June 30, 2012 and each subsequent fiscal year, the employee contribution rate is set by statute and calculated at the lesser of 8.41%, or fifty percent of the sum of the member's contribution rate from the preceding fiscal year, plus the aggregate computed employer contribution rate, subject to a minimum employee contribution rate of 7.65%. Until the funded status of the Plan reaches 100 percent,the member contribution rate for full-time dispatchers is 45 basis points less than the general member contribution rate. The employer contribution rates are based upon an actuarial valuation. B-4 Marana Regular Council Meeting 03/07/2017 Page 229 of 298 For fiscal year ending June 30, 2016,the active CORP members' contribution rate is 8.40%of the members' annual covered payroll. For fiscal year ending June 30,2017,the active CORP members' contribution rate is 8.41%of the members' annual covered payroll. The table below shows the actuarially determined annual employer contribution rates, funded status and total audited contribution amounts for the CORP plan. It should be noted that the Town has elected to contribute at the full actuarially determined rate not the optional phase-in rate. Dispatchers Total Pension Health Total Fiscal Year Contribution Funded Funded Contribution Ended Rate* Status Status Amount* June 20,2018 14.44% unavailable unavailable unavailable June 30,2017 13.05 unavailable unavailable unavailable June 30,2016 12.23 70.9% 76.5% $501123 June 30,2015 11.55 69.5% 73.7% 521209 June 30,2014 11.19 68.8 69.0 511039 * Sum of the Pension and Health Insurance premium benefit contribution rates or contribution amounts. The Elected Officials Retirement Plan ("EORP") is a cost-sharing multiple-employer defined benefit pension plan and a cost-sharing, multiple-employer defined benefit health Insurance premium plan that covers elected officials and judges of certain state and local governments. The EORP is governed by the same Board of Trustees that manages the PSPRS plan. As of January 1,2014 EORP is closed to new members. Pursuant to Arizona statute, the annual contribution for active members of EORP is 13%of the members' annual covered payroll. Although the actuarially determined employer contribution rate for fiscal year 2016-17 is 95.56% of covered payroll,pursuant to current State law, participating EORP employers are required to annually contribute 23.50% of covered payroll for elected officials and eligible judges. This amount is distributed to EORP,the Elected Officials Defined Contribution Retirement System (EODCRS) and the Arizona State Retirement (defined benefit) System (ASRS), depending on the retirement program in which each eligible employee participates. As a percent of covered payroll,the employer contribution rate,by statute,for EODCRS participating members is 6.00%; the employer contribution rate for ASRS participating members is 11.48%for fiscal year 2016-17; and all remaining employer contributions,up to 23.50%of the covered payroll of all elected officials and eligible judges, are remitted to EORP. The EORP employer contribution is additionally funded each year with designated state and Town court fees and a $5,000,000 appropriation from the State General Fund. For fiscal year 2016-17 the total EORP employer contribution is expected to be approximately$30,000,000 lower than the actuarially determined employer contribution. Other Post-Employment Retirement Benefits Pursuant to Government Accounting Standards Board Statement Number 45, Accounting by Employers for Post- Employment Benefits Other than Pensions ("GASB 45"),the Town is required to report the actuarially accrued cost of post-employment benefits, other than pension benefits ("OPEB"), such as health and life insurance for current and future retirees. GASB 45 requires that such benefits be recognized as current costs over the working lifetime of employees and, to the extent such costs are not pre-funded, requires the reporting of such costs as a financial statement liability. The Town does not offer any OPEB. The Town's employees,their spouses and survivors may be eligible for certain retiree health care benefits under health care programs provided by the State. Employees on long-term disability and their spouses also may qualify for retiree health care benefits through the State. Such Individuals may obtain the health care benefits offered by the State by paying 100%of the applicable health care Insurance premium,net of any subsidy provided by the State. The benefits are available to all retired participants in the State's health care program. The Town does not make payments for OPEB costs for such retirees. B-5 Marana Regular Council Meeting 03/07/2017 Page 230 of 298 Governmental Accounting Standards("GASB"): The Governmental Accounting Standards Board adopted Governmental Accounting Standards Board Statement Number 68, Accounting and Financial Reporting for Pensions ("GASB 68"), which, beginning with fiscal years starting after June 15, 2014, requires cost-sharing employers to report their "proportionate share" of the plan's net pension liability in their government-wide financial statements. GASB 68 also requires that the cost-sharing employer's pension expense component include its proportionate share of the system's pension expense, the net effect of annual changes in the employer's proportionate share and the annual differences between the employer's actual contributions and Its proportionate share. Both the Town and each covered employee contribute to the ASRS. As of June 30, 2016, the Town reported a liability of$21,263,376 for Its proportionate share of the net pension liability under ASRS. The pension liability was measured as of June 30, 2015. Both the Town and each covered employee contribute to the EORP. As of June 30, 2016, the Town reported a liability of $1,042,465 for Its proportionate share of the net pension liability under EORP. The pension liability was measured as of June 30, 2015. See Note 11 in APPENDIX C — "TO" OF MARANA — AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 301 2016" for further discussion of the Town and Its pension liability Including the net pension liability associated with PSPRS and CORP. New Reporting Requirements - Governmental Accounting Standards Board ("GASB") Statement No. 67, Financial Reporting for Pension Plans,An Amendment of GASB Statement No. 25, is designed to Improve financial reporting by state and local governmental pension plans. This statement replaces the requirements of Statements No. 25, Financial Reporting for Defined Benefit Pension Plans and Note Disclosures for Defined Contribution Plans, and No. 50, Pension Disclosures, as they relate to pension plans that are administered through trusts or equivalent arrangements(hereafter jointly referred to as trusts)that meet certain criteria. B-6 Marana Regular Council Meeting 03/07/2017 Page 231 of 298 GENERAL FUND Below are the Town general fund revenues, expenditures and changes In fund balance for the budgeted fiscal year 2016/17 and audited fiscal years 2011/12 through and Including 2015/16. THIS INFORMATION IS NOT INTENDED TO INDICATE FUTURE OR CONTINUING TRENDS OF THE FINANCIAL AFFAIRS OF THE TOWN. General Fund Town of Marana,Arizona Audited Budgeted 2011/12 2012/13 2013/14 2014/15 2015/16 2016/17(a) FUND BALANCE AT BEGINNING OF YEAR $ 16,377,638 $ 18,297,562 $ 20,918,192 $ 23,662,353 $ 24,590,451 $ 23,836,171 REVENUES Sales taxes $ 21,597,158 $ 20,451,798 $ 20,333,285 $ 21,827,358 $ 24,180,542 $ 24,156,385 Intergovernmental 6,944,530 7,717,086 8,273,207 8,914,171 9,139,027 10,805,072 Licenses,fees&permits 2,720,872 4,323,155 3,932,108 4,813,378 4,468,910 4,040,385 Fines,forfeitures&penalties 558,393 674,082 635,869 664,955 579,369 640,000 Charges for services 455,852 379,348 509,235 691,661 500,521 364,160 Lease income 91,580 105,358 98,873 96,012 89,710 125,000 Contributions 183,030 3,000 22,555 59,051 93,645 231,264 Investment income 59,388 155,464 87,928 70,008 49,053 200,000 Miscellaneous 633,696 685,850 872,368 818,157 365,114 655,919 TOTAL REVENUES $ 33,244,499 $ 34,495,141 $ 34,765,428 $ 37,954,751 $ 39,465,891 $ 41,218,185 ADJUSTMENTS Proceeds from sale of capital assets $ - $ - $ - $ - $ 320,596 $ - Trans fers in - - - 2,201 - Transfers in/(out) (2,951,103) (2,739,259) (2,453,592) (3,880,971) (6,335,075) (5,371,145) TOTAL FUNDS AVAILABLE FOR EXPENDITURES $ 46,671,034 $ 50,053,444 $ 53,230,028 $ 57,738,334 $ 58,041,863 $ 59,683,211 EXPENDITURES Current: General government(b) $ 8,177,503 $ 6,840,103 $ 7,958,293 $ 8,731,343 $ 11,055,112 $ 18,789,477 Public safety 10,248,140 10,853,678 11,397,243 13,157,599 13,042,983 12,605,361 Highways and streets 1,791,721 2,105,164 1,599,685 1,793,158 3,073,941 4,480,135 Economic and community development 4,092,036 4,347,660 4,325,492 4,072,920 3,806,723 1,484,207 Culture and recreation 2,603,702 2,859,189 2,934,671 3,573,264 3,546,904 3,921,561 Capital outlay 1,460,370 2,129,458 1,352,291 1,819,599 673,417 1,707,964 TOTAL EXPENDITURES $ 28,373,472 $ 29,135,252 $ 29,567,675 $ 33,147,883 $ 35,199,080 $ 42,988,705 FUND BALANCE AT END OF YEAR $1892979562 $2099189192 $ 2396629353 $2495909451 $2298429783 $1696949506 (a) Figures for fiscal year 2016/17 are based on budgeted figures and as such are unaudited and should be considered with an abundance of caution. (b) Includes $5 million contingency expenditure authority [which must be approved by Town Mayor and Council]. B-7 Marana Regular Council Meeting 03/07/2017 Page 232 of 298 APPENDIX C TOWN OF MARANA, ARIZONA AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2016 The following audited annual financial statements are for the fiscal year ended June 30, 2016. These are the most recent financial statements available for the Town. These financial statements are not current and may not represent the current financial condition of the Town. Such audited financial statements are the most recent available for the Town, are not current and,therefore, must be considered with an abundance of caution. The Town has not requested the consent of Henry & Horne, LLP, Certified Public Accountants to include its report herein, and Henry & Horne, LLP has performed no procedures subsequent to rendering its report on the financial statements. Marana Regular Council Meeting 03/07/2017 Page 233 of 298 APPENDIX D SUMMARY OF SELECT PROVISIONS OF PRINCIPAL DOCUMENTS DEFINITIONS OF CERTAIN TERMS In addition to the terms defined elsewhere herein, the following terms shall, for all purposes of the Trust Agreement and the Purchase Agreement have the following meanings: "Acquisition Fund"means the fund of that name established pursuant to the Trust Agreement. "Additional Revenue Obligations" means any additional obligations which may be issued or incurred by the Town (or any financing conduit acting on behalf of the Town) after the date of the Trust Agreement having a lien upon and payable from Excise Tax Revenues and State Shared Revenues on a parity with, and in compliance with the terms of,the Purchase Agreement. "Annual Debt Service" means the amount to be paid in any Fiscal Year with respect to the Parity Obligations for payment of principal and interest requirements. "Certificate of Completion" means the notice of completion, filed with the Trustee by the Town Representative, stating that the Proj ects have been acquired. "Completion Date" means the date on which the Certificate of Completion is filed with the Trustee by the Town Representative. "Cost of Issuance Fund"means the fund of that name established pursuant to the Trust Agreement. "Defeasance Obligations"are those obligations described in the Trust Agreement by such term. "Deliver" means all items of expense directly or indirectly payable by or reimbursable to the Town or the Trustee relating to the sale and execution and delivery of the Purchase Agreement,this Trust Agreement and the Obligations. "Depository Trustee" means any bank or trust company, which may include the Trustee, designated by the Town,with a combined capital and surplus of least Fifty Million Dollars($50,000,000)and subject to supervision or examination by federal or State of Arizona authority. "Event of Default" means an event of default under the Purchase Agreement as described below under the subheading"THE PURCHASE AGREEMENT—Default;Remedies Upon Default." "Maximum Annual Debt Service" means, for any Fiscal Year, the greatest Annual Debt Service for the then-current or any succeeding Fiscal Year. "Outstanding" refers to Obligations issued in accordance with the Trust Agreement, excluding: (i) Obligations which have been exchanged or replaced, or delivered to the Trustee for credit against a mandatory prepayment installment with respect to principal represented thereby; (ii) Obligations which have been paid; (iii) Obligations which have become due and for the payment of which moneys have been duly provided to the Trustee; and(iv) Obligations for which there have been irrevocably set aside with a Depository Trustee sufficient moneys or obligations permitted by the Trust Agreement and the Purchase Agreement bearing interest at such rates and with such maturities as will provide sufficient funds to pay the principal of and premium, if any, and interest represented by such Obligations, provided, however, that if principal represented by any such Obligations is to be prepaid, the Town shall have taken all action necessary to prepay such Obligations and notice of such prepayment shall have D-1 Marana Regular Council Meeting 03/07/2017 Page 234 of 298 been duly mailed in accordance with the proceedings under which such Obligations were Issued or Irrevocable Instructions so to give such notices shall have been given to the Trustee. "Owner" or any similar term, when used with respect to an Obligation means the person in whose name such Obligation is registered. "Parity Obligations" means the First Purchase Agreement, the Second Purchase Agreement, the Purchase Agreement and any Additional Revenue Obligations. "Payment Fund"means the fund by that name established pursuant to the Trust Agreement. "Payment Request Form"means the form set forth as an Exhibit to the Trust Agreement. "Project Costs" means, with respect to Projects, all architectural, engineering, soils, survey, archaeology, demolition, construction management fees, development fees, contingencies and other related costs of installation, construction and other matters necessary for the Projects and all costs incurred by the Trustee or the Town with respect to the transaction to which the Trust Agreement pertains. "Reimbursement Request Form"means the form set forth as an Exhibit to the Trust Agreement. "Town Representative" means the Town Manager, the Town Finance Director or any other person authorized by the Town Manager or the Mayor and Common Council to act on behalf of the Town with respect to the Trust Agreement. THE TRUST AGREEMENT The following,in addition to the information under the headings "THE OBLIGATIONS"and"SECURITY FOR AND SOURCES OF PAYMENT OF THE OBLIGATIONS," is a summary of certain provisions of the Trust Agreement to which document,in its entirety,reference is hereby made for a more complete description of its terms. Acquisition Fund. The Trustee will establish the Acquisition Fund. Upon receipt of a duly executed Payment Request Form or Reimbursement Request Form, the Trustee will pay the requested amount for Project Costs within three (3) business days following submission of a Payment Request Form or Reimbursement Request Form. On the Completion Date all remaining moneys in the Acquisition Fund shall be transferred to the Payment Fund and applied by the Trustee to the Payments due from the Town on the next succeeding Interest Payment Date and the Acquisition Fund shall be closed. Costs of Issuance Fund. The Trustee will pay Delivery Costs from the Costs of Issuance Fund. On the earlier of 11 2017, or when all Delivery Costs have been paid, the Trustee will transfer any amounts remaining in the Costs of Issuance Fund to the Payment Fund. Payment Fund. The Trustee will establish the Payment Fund. The moneys in the Payment Fund will be applied by the Trustee solely to pay principal,interest and premium,if any,represented by the Obligations. Investments Authorized; Allocation of Earnings. Upon written order of the Town Representative, moneys held by the Trustee will be invested and re-invested in certain investments permitted by the Trust Agreement having the highest yield reasonably obtainable. The Trustee may purchase from, or sell to, itself or any affiliate, as principal or agent, investments permitted by the Trust Agreement. The Trustee may act as purchaser or agent in the making or disposing of any investment. Any income,profit or loss on such investments will be deposited in or charged to the respective funds from which such investments were made, and any interest on any deposit of funds will be deposited in the fund from which such deposit was made, except as otherwise provided. At the direction of the Town Representative, any such income,profit or interest will be applied if necessary to pay any rebate due with respect to the Obligation pursuant to the Internal Revenue Code. D-2 Marana Regular Council Meeting 03/07/2017 Page 235 of 298 Appointment of the Trustee. The Town will maintain as the Trustee a bank or trust company with a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or State authority so long as any of the Obligations are Outstanding. If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority,then the combined capital and surplus of such bank or trust company will be deemed to be Its combined capital and surplus as set forth in Its most recent report of condition so published. Liability of the Trustee; Standard of Care. Except with respect to Its authority and power generally and authorization to execute the Trust Agreement, the recitals of facts, covenants and agreements in the Trust Agreement, in the Purchase Agreement and in the Obligations will be taken as statements, covenants and agreements of the Town, and the Trustee will assume no responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of the Trust Agreement, the Purchase Agreement or of the Obligations or will Incur any responsibility in respect thereof,other than in connection with the duties or obligations in the Trust Agreement or in the Obligations assigned to or Imposed upon them, respectively. Prior to the occurrence of an Event of Default,or after the timely cure of an Event of Default,the Trustee will perform only such duties as are specifically set forth in the Trust Agreement. After the occurrence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it,and use the same degree of care and skill in such exercise,as a prudent indenture trustee would exercise under the circumstances in the conduct of the affairs of the Trustee. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company is eligible as described in the Trust Agreement will be the successor to the Trustee without the execution or filing of any paper or further act, anything in the Trust Agreement to the contrary notwithstanding. Protection and Rights of the Trustee. The Trustee will be protected and will incur no liability in acting or proceeding in good faith upon any document which it in good faith believes to be genuine and to have been passed or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of the Trust Agreement,and the Trustee will be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such document, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee will not be bound to recognize any person as an Owner of any Obligation or to take any action at the request thereof unless such Obligation will be deposited with the Trustee and satisfactory evidence of the ownership of such Obligation will be furnished to the Trustee. The Trustee may consult with counsel with regard to legal questions, and the opinion of such counsel will be full and complete authorization and protection in respect of any action taken or suffered by it in good faith. Whenever in the administration of its duties under the Trust Agreement, the Trustee deems it necessary or desirable that a matter be proved or established prior to taking or suffering any action thereunder, such matter (unless other evidence in respect thereof be specifically prescribed) will be deemed to be conclusively proved and established by the certificate of the Town Representative and such certificate will be full warranty to the Trustee for any action taken or suffered under the provisions of the Trust Agreement upon the faith thereof,but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may become the Owner of the Obligations with the same rights it would have if it were not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the Town with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of,or in any other capacity with respect to, any committee formed to protect the rights of Owners of Obligations, whether or not such committee will represent the Owners of the majority in principal amount of the Obligations then Outstanding. The Trustee will not be answerable for the exercise of any discretion or power under the Trust Agreement or for anything whatever in connection with the funds established thereunder, except only for its own willful misconduct or negligence. D-3 Marana Regular Council Meeting 03/07/2017 Page 236 of 298 No provision in the Trust Agreement will require the Trustee to risk or expend Its own funds or otherwise Incur any financial liability in the performance of any of Its duties or in the exercise of any of Its rights or powers. The Trustee will not be required to take notice or be deemed to have notice of an Event of Default, except for nonpayment of amounts due under the Trust Agreement or the Purchase Agreement, unless the Trustee has actual notice thereof or is specifically notified in writing of such default by the Town or the Owners of at least twenty-five percent(25%)in aggregate principal amount of the Obligations then Outstanding. The Town will from time to time, as agreed upon between the Town and the Trustee, pay to the Trustee reasonable compensation for Its services, Including an hourly rate based fee after an Event of Default and will reimburse the Trustee for all its advances and expenditures, Including but not limited to advances to, and reasonable fees and expenses of,independent appraisers,accountants,consultants, counsel, agents and attorneys-at-law or other experts employed by it in the exercise and performance of its powers and duties. Removal and Resignation of the Trustee. The Trustee may be removed by the Town(if not in default)or by the Owners of a majority in aggregate principal amount of the Obligations Outstanding, at any time upon thirty (30)days prior written notice. The Trustee at any time may resign by giving written notice to the Town. Such resignation will become effective upon the appointment of a successor Trustee by the Town. Amendments Permitted. The Trust Agreement and the rights and obligations of the Owners of the Obligations and the Purchase Agreement may be modified or amended at any time by a supplemental or amending agreement which will become effective upon the written consent of the Owners of a majority in aggregate principal amount of the Obligations then Outstanding, exclusive of certain disqualified Obligations. No such modification or amendment will (1) extend or have the effect of extending the final payment of principal represented by any Obligation or reducing the interest represented thereby or extending the time of payment of interest, or reducing the amount of principal thereof, without the express consent of the Owner of such Obligation, or(2)reduce or have the effect of reducing the percentage of Obligations required for the affirmative vote or written consent to an amendment or modification of the Trust Agreement or the Purchase Agreement, or (3) modify any of the rights or obligations of the Trustee without its written assent thereto. The Trust Agreement and the rights and obligations of the Owners of the Obligations and the Purchase Agreement may be modified or amended at any time by a supplemental or amending agreement,without the consent of any such Owners,but only(1)to provide for additions or modifications to the Projects,(2)to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power reserved in the Trustee(for its own behalf)or the Town, (3)to secure additional revenues or provide additional security or reserves for payment of the Obligations, (4) to comply with the requirements of any state or federal securities laws or the Trust Indenture Act of 1939, as from time to time amended, if required by law or regulation lawfully issued thereunder, (5) to provide for the appointment of a successor trustee pursuant to the terms of the Trust Agreement, (6)to preserve the exclusion of interest represented by the Obligations from gross income for purposes of federal or State income taxes and to preserve the power of the Town to continue to issue bonds or other obligations the interest on which is likewise exempt from federal and State income taxes, (7)to cure, correct or supplement any ambiguous or defective provision in the Trust Agreement or the Purchase Agreement,(8)with respect to rating matters,or(9)in regard to questions arising under the Trust Agreement or under the Purchase Agreement, as the parties to the Trust Agreement or the Purchase Agreement may deem necessary or desirable and which will not adversely affect the interests of the Owners of the Obligations. Any such supplemental or amending agreement will become effective upon execution and delivery by the parties to the Trust Agreement or the Purchase Agreement. Procedure for Amendment With Written Consent of Obligation Owners. A copy of the proposed supplemental or amending agreement, together with a consent request, must be mailed to each Owner of an Obligation, but failure to mail copies of such supplemental or amending agreement and request does not affect the validity of the supplemental or amending agreement when assented to by a majority in principal amount of the Obligations then Outstanding(exclusive of Obligations then disqualified). The supplemental or amending agreement will not become effective until the required Owners have consented and the Trustee has mailed notice to the Owners D-4 Marana Regular Council Meeting 03/07/2017 Page 237 of 298 of the Obligations stating in substance that such supplemental or amending agreement has been consented to by the Owners of the required percentage of Obligations and will become effective(but failure to mall copies of said notice shall not affect the validity of such supplemental or amending agreement or consents thereto). Disqualified Obligations. Obligations owned or held by or for the account of the Town or by any person directly or Indirectly controlled by, or under direct or Indirect common control with the Town (except any Obligations held in any pension or retirement fund) will not be deemed Outstanding for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Obligations provided for in the Trust Agreement, and will not be entitled to vote upon,consent to,or take any other action provided therein. No Liability of the Town for the Trustee Performance. The Town will have no obligation or liability to any of the other parties or to the Owners with respect to the performance by the Trustee of any duty imposed upon it under the Trust Agreement Remedies Upon Default; No Acceleration. If an Event of Default shall happen, then and in each and every such case during the continuance of such Event of Default,the Trustee may,or upon request of the Owners of a ma j ority in aggregate principal amount of the Obligations then Outstanding and receiving indemnity satisfactory to it must, exercise one or more of the remedies granted pursuant to the Purchase Agreement;provided, however, that notwithstanding anything in the Trust Agreement or in the Purchase Agreement to the contrary, there will be no right under any circumstances to accelerate the payment dates of the Obligations or otherwise to declare any of the Payments not then past due or in default to be immediately due and payable. Application of Funds. All moneys received by the Trustee pursuant to any right given or action taken pursuant to the provisions of the Trust Agreement or the Purchase Agreement shall be applied by the Trustee in the order following, in the case of the Obligations, upon presentation of the several Obligations, and the stamping thereon of the payment if only partially paid,or upon the surrender thereof if fully paid: First, to the payment of the fees, costs and expenses of the Trustee and then of the Obligation Owners in declaring such Event of Default,including reasonable compensation to its or their agents, attorneys and counsel and Second, to the payment of the whole amount then owing and unpaid with respect to the Obligations and, with interest on the overdue principal and installments of interest at the rate of twelve percent(12%)per annum(but such interest on overdue installments of interest shall be paid only to the extent funds are available therefor following payment of principal and interest and interest on overdue principal,as aforesaid), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Obligations,then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of the Obligations then Outstanding, and upon being indemnified to its satisfaction therefor, must,proceed to protect or enforce its rights or the rights of the Owners of Obligations by a suit in equity or action at law for the specific performance of any covenant or agreement contained in the Trust Agreement. Power of the Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, it will have full power, in the exercise of its discretion for the best interests of the Owners of the Obligations, with respect to the continuance or disposal of such action; provided, however, that the Trustee will not discontinue or otherwise dispose of any litigation, without the consent of the Owners of a majority in aggregate principal amount of the Obligations Outstanding. Limitation on Obligation Owners' Right to Sue. No Owner of any Obligation will have the right to institute any action, for any remedy,unless(a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b)the Owners of at least a majority in aggregate principal amount of all the Obligations then Outstanding shall have made written request upon the Trustee to exercise the powers granted or D-5 Marana Regular Council Meeting 03/07/2017 Page 238 of 298 to Institute such action, in Its own name; (c) said Owners shall have tendered to the Trustee reasonable Indemnity; and(d)the Trustee shall have not complied with such request for a period of sixty(60)days. No one or more Owners of Obligations will have any right in any manner whatever by their action to enforce any right under the Trust Agreement, except in the manner therein provided, and all proceedings with respect to an Event of Default will be pursued in the manner therein provided and for the equal benefit of all Owners of the Outstanding Obligations. The right of any Owner of any Obligation to receive payment of said Owner's proportionate interest in the Payments as the same become due, or to institute suit for the enforcement of such payment, will not be impaired or affected without the consent of such Owner. Defeasance. If and when any Outstanding Obligation shall be paid and discharged in any one or more of the following ways: (a) by paying or causing to be paid the principal and interest represented by such Obligations Outstanding,as and when the same become due and payable; (b) by depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal and interest represented by such Obligations Outstanding;or (c) by depositing with a Depository Trustee, in trust for such purpose, any Defeasance Obligations which are non-callable in such amount as shall be certified to the Trustee and the Town by a national firm of certified public accountants acceptable to both the Trustee and the Town, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal and interest represented by such Obligations at their respective payment or prepayment dates; notwithstanding that any Obligations shall not have been surrendered for payment, all obligations of the Trustee and the Town with respect to all Outstanding Obligations will cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds deposited pursuant to paragraphs (b) or (c) above and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraphs (b) or (c), the Obligations will continue to represent direct and proportionate interests of the Owners thereof in such funds. If any Obligation or portion thereof will not be payable within sixty(60) days of the deposit referred to in paragraphs(b)or(c)above,the Trustee shall give notice of such deposit by first class mail to the Owners. D-6 Marana Regular Council Meeting 03/07/2017 Page 239 of 298 THE PURCHASE AGREEMENT The following, in addition to the Information under the headings "INTRODUCTORY STATEMENT" and "SECURITY FOR AND SOURCES OF PAYMENT OF THE OBLIGATIONS,"is a summary of certain provisions of the Purchase Agreement to which document, in its entirety, reference is hereby made for a more complete description of its terms. Purchase/Sale. Pursuant to the Purchase Agreement, the Trustee will sell and convey to the Town and the Town will buy and accept from the Trustee, the New Projects. The Town also will sell and convey any interest it has in the Existing Projects to the Trustee, and the Trustee, in turn, will sell and convey to the Town, and the Town will buy and accept from the Trustee, any interest the Trustee has in the Existing Projects. Payments. The obligation of the Town to make the Payments will be limited to amounts from Excise Tax Revenues and State Shared Revenues. The obligations of the Town to make the Payments from the sources described and to perform and observe the other agreements contained in the Purchase Agreement will be absolute and unconditional and will not be subject to any defense or any right of set-off, abatement, counterclaim, or recoupment arising out of any breach of the Trustee of any obligation to the Town or otherwise, or out of indebtedness or liability at any time owing to the Town by the Trustee. Until such time as all of the Payments shall have been fully paid or provided for,the Town(i) will not suspend or discontinue the Payments, (ii) will perform and observe all other agreements contained in the Purchase Agreement,and(iii)will not terminate the Purchase Agreement for any cause. Providing for Payment. The Town may provide for the payment of any of the Payments in any one or more of the following ways: (a) by paying such Payment as and when the same becomes due and payable at its scheduled due date or on a date on which it can be prepaid; (b) by depositing with a Depository Trustee, in trust for such purposes, money which, together with the amounts then on deposit with the Trustee and available for such Payment is fully sufficient to make, or cause to be made, such Payment at its scheduled due date or on a date on which it can be prepaid;or (c) by depositing with a Depository Trustee, in trust for such purpose, any Defeasance Obligations which are non-callable, in such amount as shall be certified by a national firm of certified public accountants acceptable to the Town as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit with the Trustee and available for such Payment, to make, or cause to be made, such Payment at its scheduled due date or on a date on which it can be prepaid. Upon any partial prepayment of a Payment,each installment of interest which shall thereafter be payable as a part of the subsequent Payments will be reduced,taking into account the interest rate or rates on the Obligations remaining outstanding after the partial prepayment, so that the interest remaining payable as a part of the subsequent Payments will be sufficient to pay the interest on such outstanding Obligations when due. Default;Remedies Upon Default. (i) Upon(A)the nonpayment of the whole or any part of certain amounts due pursuant to the Purchase Agreement at the time when the same are to be paid as provided in the Purchase Agreement or the Trust Agreement, (B) the violation by the Town of any other covenant or provision of the Purchase Agreement or the Trust Agreement, (C) the occurrence of an event of default with respect the First Purchase Agreement, the Second Purchase Agreement or to any Additional Revenue Obligations,or(D)the insolvency or bankruptcy of the Town as the same may be defined under any law of the United States of America or the State of Arizona, or any voluntary or involuntary action of the Town or others to take advantage of, or to impose, as the case may be, any law for the relief of debtors or creditors,including a petition for reorganization,and D-7 Marana Regular Council Meeting 03/07/2017 Page 240 of 298 (ii) if such default has not been cured (A) in the case of nonpayment of such amounts as required under the Purchase Agreement or the Trust Agreement on the due date,or the nonpayment of principal and Interest due with respect to the First Purchase Agreement, the Second Purchase Agreement or any Additional Revenue Obligations on their due dates; (B)in the case of the breach of any other covenant or provision of the Trust Agreement or the Purchase Agreement not cured within sixty (60) days after notice in writing from the Trustee specifying such default; and(C)in the case of any default under the First Purchase Agreement,the Second Purchase Agreement or any Additional Revenue Obligations after any notice and passage of time provided for under the proceedings under which such obligations were issued then, (iii) subject to the limitations of the Trust Agreement and the Continuing Disclosure Undertaking, the Trustee may take whatever action at law or in equity, including the remedy of specific performance, may appear necessary or desirable to collect the Payments and any other amounts payable by the Town under the Trust Agreement or the Purchase Agreement then due (but not the Payments and such other amounts accruing), or to enforce performance and observance of any pledge, obligation, agreement, or covenant of the Town under the Trust Agreement or the Purchase Agreement and with respect to the Excise Tax Revenues and State-Shared Revenues,without notice and without giving any bond or surety to the Town or anyone claiming under the Town, have a receiver appointed of the amounts of the Excise Tax Revenues and State-Shared Revenues which are pledged to the payment of amounts due thereunder, with such powers as the court making such appointment shall confer (and the Town will irrevocably consent to such appointment); provided, however, that under no circumstances may the Payments be accelerated. The obligations of the Town under the Purchase Agreement, including, without limitation, its obligation to pay the Payments, will survive any action brought, and the Town will continue to pay the Payments and perform all other obligations provided in the Purchase Agreement; provided, however, that the Town will be credited with any amount received by the Trustee pursuant to actions brought under the provisions of the Purchase Agreement summarized under this subheading. D-8 Marana Regular Council Meeting 03/07/2017 Page 241 of 298 APPENDIX E FORM OF APPROVING LEGAL OPINION DRAFT [LETTERHEAD OF GREENBERG TRAURIG,LLP] [Closing Date] Re: Pledged Excise Tax Revenue and Revenue Refunding Obligations, Series 2017 Representing Proportionate Interests of the Owners Thereof in Purchase Price Payments to be Made by Town of Marana,Arizona,to ,as Trustee We have examined the transcript of proceedings (the "Transcript") relating to the execution and delivery by (the "Trustee") of the Pledged Excise Tax Revenue and Revenue Refunding Obligations, Series 2017,pursuant to a Third Trust Agreement, dated as of May 1, 2017* (the "Trust Agreement"), between the Trustee and Town of Marana, Arizona (the "Town"). Each of the Obligations is an undivided, participating, proportionate interest in certain payments to be made by the Town pursuant to a Third Purchase Agreement, dated as of May 1, 2017 (the "Purchase Agreement"), between the Trustee as seller and the Town as buyer to finance and refinance the costs of certain Projects for the Town. In addition,we have examined such other proceedings,proofs, instruments, certificates and other documents as well as such other materials and such matters of law as we have deemed necessary or appropriate for the purposes of the opinions rendered herein below. In such an examination,we have examined originals (or copies certified or otherwise identified to our satisfaction) of the foregoing and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,the conformity to the original documents of all documents submitted to us as copies and the accuracy of the statements contained in such documents. As to any facts material to our opinion,we have, when relevant facts were not independently established,relied upon the aforesaid documents contained in the Transcript. We have also relied upon the opinions of the Town Attorney delivered even date herewith as to the matters provided therein. Based upon such examination,we are of the opinion that,under the law existing on the date of this opinion: 1. The Obligations, the Trust Agreement and the Purchase Agreement are legal, valid, binding and enforceable in accordance with their respective terms, except that the binding effect and enforceability thereof and the rights thereunder are subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally; except to the extent that the enforceability thereof and the rights thereunder may be limited by the application of general principles of equity and, as to the Trust Agreement, except to the extent that the enforceability of the indemnification provisions thereof may be affected by applicable securities laws. 2. The obligations of the Town pursuant to the Purchase Agreement with respect to payment of principal and interest with respect to the Obligations constitute a valid and binding special obligation of the Town E-1 Marana Regular Council Meeting 03/07/2017 Page 242 of 298 Town of Marana Municipal Property Corporation Page 2 payable solely from, and secured solely by, the revenues and other moneys pledged and assigned pursuant to the Trust Agreement to secure such payments. Those revenues and other moneys include payments required to be made by the Town pursuant to the Purchase Agreement,and the obligation of the Town to make those payments is secured by a first lien on and pledge of amounts from"Excise Tax Revenues" and"State Shared Revenues" as described in, and provided by,the Purchase Agreement. Such payments are not secured by an obligation or pledge of any moneys raised by taxation other than the specified taxes; the Obligations do not represent or constitute a debt or pledge of the general credit of the Town and the Purchase Agreement, including the obligation of the Town to make the payments required thereunder,does not represent or constitute a debt or pledge of the general credit of the Town. 3. (a) Subject to the assumption stated in the last sentence of this paragraph, the portion of each payment made by the Town pursuant to the Purchase Agreement, denominated and comprising interest with respect to the Obligations and received by the beneficial owners of the Obligations (the "Interest Portion"), is excludable from the gross income of the beneficial owners thereof for federal income tax purposes. Furthermore,the Interest Portion is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however the Interest Portion is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on certain corporations. (We express no opinion regarding other federal tax consequences resulting from the receipt or accrual of the Interest Portion on, or ownership or disposition of, the Obligations.) The Internal Revenue Code of 1986, as amended(the "Code"), includes requirements which the Town must continue to meet after the execution and delivery of the Obligations in order that the Interest Portion not be included in gross income for federal income tax purposes. The failure of the Town to meet these requirements may cause the Interest Portion to be included in gross income for federal income tax purposes retroactive to their date of issuance. The Town has covenanted in the Purchase Agreement to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of the Interest Portion. In rendering the opinion expressed in this paragraph,we have assumed continuing compliance with the tax covenants referred to hereinabove that must be met after the execution and delivery of the Obligations in order that the Interest Portion not be included in gross income for federal tax purposes. (b) Assuming the Interest Portion is so excludable for federal income tax purposes, the Interest Portion is exempt from income taxation under the laws of the State of Arizona. (We express no opinion regarding other State tax consequences resulting from the receipt or accrual of the such interest on, or ownership or disposition of,the Obligations.) Our opinion represents our legal judgment based upon our review of the law and the facts we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof, and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, * Subject to change. E-2 Marana Regular Council Meeting 03/07/2017 Page 243 of 298 APPENDIX F FORM OF CONTINUING DISCLOSURE UNDERTAKING DRAFT $4095959000* TOWN OF MARANA,ARIZONA PLEDGED EXCISE TAX REVENUE AND REVENUE REFUNDING OBLIGATIONS, SERIES 2017 [Closing Date] (CUSIP Base No.: 56574C) CONTINUING DISCLOSURE UNDERTAKING This Continuing Disclosure Undertaking (this "Undertaking") is executed and delivered by Town of Marana, Arizona(the "Town"), in connection with the execution and delivery of$40,595,000* principal amount of Pledged Excise Tax Revenue and Revenue Refunding Obligations, Series 2017, Representing Proportionate Interests of the Owners Thereof in Purchase Price Payments to be Made by the Town to , as trustee (the "Obligations"). The Obligations are being executed and delivered pursuant to a Third Trust Agreement, dated as of May 1, 2017* (the "Trust Agreement"), by and between the Town and , as trustee (the "Trustee"). The Town covenants and agrees as follows: 1. Definitions. In addition to those defined hereinabove, the terms set forth below shall have the following meanings in this Undertaking,unless the context clearly otherwise requires: Annual Financial Information means the financial information and operating data set forth in Exhibit I. Annual Financial Information Disclosure means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4. Audited Financial Statements means the audited financial statements of the Town prepared pursuant to the standards and as described in Exhibit I. Commission means the Securities and Exchange Commission. Dissemination Agent means any agent designated as such in writing by the Town and which has filed with the Town a written acceptance of such designation, and such agent's successors and assigns. EMMA means the Electronic Municipal Market Access system of the MSRB. Information regarding submissions to EMMA is available at http://emma.msrb.org. Exchange Act means the Securities Exchange Act of 1934,as amended. * Subject to change. F-1 Marana Regular Council Meeting 03/07/2017 Page 244 of 298 Final Official Statement means the Final Official Statement relating to the Obligations, dated 12017. GAAP means generally accepted accounting principles, as applied to governmental units as modified by the laws of the State. Listed Event means the occurrence of events set forth in Exhibit ll. Listed Events Disclosure means dissemination of disclosure concerning a Listed Event as set forth in Section 5. MSRB means the Municipal Securities Rulemaking Board. Participating Underwriter means each broker, dealer or municipal securities dealer acting as an underwriter in the primary offering of the Obligations. Purchase Agreement means the Third Purchase Agreement, dated as of May 1, 2017*, by and between the Town and the Trustee, in its separate capacity as"Seller." Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Exchange Act. State means the State of Arizona. 2. Purpose of this Undertaking. This Undertaking is executed and delivered by the Town as of the date set forth below, for the benefit of the beneficial owners of the Obligations and in order to assist the Participating Underwriter in complying with the requirements of the Rule. The Town represents that it will be the only obligated person with respect to the Obligations at the time the Obligations are delivered to the Participating Underwriter and that no other person is expected to become so committed at any time after such delivery of the Obligations. 3. CUSIP Number/Final Official Statement. The CUSIP Numbers of the Obligations are as follows: CUSIP No. Maturity * Subject to change. F-2 Marana Regular Council Meeting 03/07/2017 Page 245 of 298 4. Annual Financial Information Disclosure. Subject to Section 8 of this Undertaking, the Town shall disseminate its Annual Financial Information and its Audited Financial Statements, if any (in the form and by the dates set forth in Exhibit 1),through EMMA. If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the Town will disseminate a statement to such effect as part of its Annual Financial Information for the year in which such event first occurs. If any amendment is made to this Undertaking, the Annual Financial Information for the year in which such amendment is made shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided. 5. Listed Events Disclosure. Subject to Section 8 of this Undertaking, the Town shall disseminate in a timely manner, but in not more than ten (10) business days, its Listed Events Disclosure through EMMA. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any of the Obligations or defeasance of any Obligations need not be given under this Undertaking any earlier than the notice (if any) of such redemption or defeasance is given to the owners of the Obligations pursuant to the terms of the Obligations. Whether events subject to the standard "material" would be material shall be determined under applicable federal securities laws. 6. Consequences of Failure of the Town to Provide Information. The Town shall give notice in a timely manner through EMMA of any failure to provide Annual Financial Information Disclosure when the same is due hereunder. In the event of a failure of the Town to comply with any provision of this Undertaking, the beneficial owner of any Obligation may seek mandamus or specific performance by court order, to cause the Town to comply with its obligations under this Undertaking. A default under this Undertaking shall not be deemed an event of default under the Purchase Agreement or the Trust Agreement, and the sole remedy available to such owners of the Obligations under this Undertaking in the event of any failure of the Town to comply with this Undertaking shall be an action to compel performance. 7. Amendments; Waiver. Notwithstanding any other provision of this Undertaking, the Town by certified resolution or ordinance authorizing such amendment or waiver,may amend this Undertaking,and any provision of this Undertaking may be waived only if: (a) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law,or change in the identity,nature,or status of the Town,or type of business conducted; (b) This Undertaking, as amended or affected by such waiver,would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances;and (c) The amendment or waiver does not materially impair the interests of the beneficial owners of the Obligations, as determined by parties unaffiliated with the Town (such as the Trustee)or by approving vote of the owners of the Obligations pursuant to the Trust Agreement at the time of the amendment. The Annual Financial Information containing amended operating data or financial information resulting from such amendment or waiver, if any, shall explain, in narrative form,the reasons for the amendment or waiver and the impact of the change in the type of operating data or financial information being provided. If an amendment or waiver is made specifying GAAP to be followed in preparing financial statements and such changes are material, the Annual Financial Information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles. Such comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of F-3 Marana Regular Council Meeting 03/07/2017 Page 246 of 298 the change in the accounting principles in the presentation of the financial Information in order to provide Information to Investors to enable them to evaluate the ability of the Town to meet Its obligations. To the extent reasonably feasible, such comparison also shall be quantitative. If the accounting principles of the Town change or the fiscal year of the Town changes,the Town shall file a notice of such change in the same manner as for a notice of Listed Event. 8. Termination of Undertaking. This Undertaking shall be terminated hereunder if the Town shall no longer have liability for any obligation on or relating to repayment of the Obligations under the Trust Agreement. 9. Dissemination Agent. The Town may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Undertaking, and may discharge any such Agent,with or without appointing a successor Dissemination Agent. 10. Additional Information. Nothing in this Undertaking shall be deemed to prevent the Town from disseminating any other information, using the means of dissemination set forth in this Undertaking or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Listed Event,in addition to that which is required by this Undertaking. If the Town chooses to include any information from any document or notice of occurrence of a Listed Event in addition to that which is specifically required by this Undertaking,the Town shall have no obligation under this Undertaking to update such information or include it in any future Annual Financial Information Disclosure or Listed Events Disclosure. 11. Beneficiaries. This Undertaking has been executed in order to assist the Participating Underwriter in complying with the Rule;however,this Undertaking shall inure solely to the benefit of the Town,the Dissemination Agent, if any, and the beneficial owners of the Obligations, and shall create no rights in any other person or entity. 12. Recordkeeping. The Town shall maintain records of all Annual Financial Information Disclosure and Listed Events Disclosure including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. 13. Assignment. The Town shall not transfer obligations under the Purchase Agreement unless the transferee agrees to assume all obligations of the Town under this Undertaking or to execute an undertaking meeting the requirements of the Rule. 14. Governing Law. This Undertaking shall be governed by the laws of the State. Dated: [Closing Date] TOWN OF MARANA,ARIZONA By.............................................................................................. Mayor ATTEST: ..................................................................................... Town Clerk F-4 Marana Regular Council Meeting 03/07/2017 Page 247 of 298 ACKNOWLEDGED FOR PURPOSES OF SECTION 11(c)OF THE PURCHASE AGREEMENT BY , ,AS TRUSTEE By................................................................................ Title: ....................................................................... ATTACHMENTS: Exhibit I- Annual Financial Information and Timing and Audited Financial Statements Exhibit II- Events for Which Listed Events Disclosure Is Required F-5 Marana Regular Council Meeting 03/07/2017 Page 248 of 298 EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS "Annual Financial Information" means financial information and operating data of the type contained in the Final Official Statement in TABLE 3 - "TRANSACTION PRIVILEGE (SALES) TAX COLLECTION BY INDUSTRY CLASSIFICATION" and TABLE 5 - "HISTORICAL AND PROJECTED EXCISE TAX REVENUES AND STATE SHARED REVENUES" (actual results for most recently completed fiscal year only). All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be Included by reference to other documents which have been submitted through EMMA or filed with the Commission. If the Information Included by reference is contained in a final official statement, the final official statement must be available from the MSRB. The Town shall clearly Identify each such Item of Information Included by reference. Annual Financial Information exclusive of Audited Financial Statements will be provided through EMMA by February 1 of each year, commencing February 1, 2018. Audited Financial Statements as described below should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be Included, to be followed up by Audited Financial Statements when available. Audited Financial Statements will be prepared according to GAAP. Audited Financial Statements will be provided through EMMA within 30 days after availability to the Town. If any change is made to the Annual Financial Information as permitted by Section 4 of the Agreement, the Town will disseminate a notice of such change as required by Section 4, Including changes in fiscal year or GAAP. I-1 Marana Regular Council Meeting 03/07/2017 Page 249 of 298 EXHIBIT II EVENTS FOR WHICH LISTED EVENTS DISCLOSURE IS REQUIRED 1. Principal and Interest payment delinquencies. 2. Non-payment related defaults, if material. 3. Unscheduled draws on debt service reserves reflecting financial difficulties. 4. Unscheduled draws on credit enhancements reflecting financial difficulties. 5. Substitution of credit or liquidity providers,or their failure to perform. 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other notices or determinations, in each case, with respect to the tax status of the security, or other Listed Events affecting the tax status of the security. 7. Modifications to the rights of security holders,if material. 8. Bond calls,if material,or tender offers. 9. Defeasances. 10. Release, substitution or sale of property securing repayment of the securities,if material. 11. Rating changes. 12. Bankruptcy, insolvency, receivership or similar events of the Town, being if any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Town in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Town, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Town. 13. The consummation of a merger, consolidation or acquisition involving the Town or the sale of all or substantially all of the assets of the Town, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions,other than pursuant to its terms,if material. 14 Appointment of a successor or conditional trustee or the change of name of a trustee,if material. II-1 Marana Regular Council Meeting 03/07/2017 Page 250 of 298 APPENDIX G BOOK-ENTRY-ONLY SYSTEM The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Obligations. The Obligations will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee)or such other name as may be requested by an authorized representative of DTC. One fully-registered Obligation certificate will be issued for each payment of each series of the Obligations, each in the aggregate principal amount of such payment,and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a"clearing corporation"within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC,National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants" and together with the Direct Participants, the "Participants"). DTC has a Standard&Poor's rating of "AA+." The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at W tcc.c Purchases of the Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for the Obligations on DTC's records. The ownership interest of each actual purchaser of each Obligation ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Obligations are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Obligations is discontinued. To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Obligations with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Obligations; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions,tenders,defaults, and proposed amendments G-1 Marana Regular Council Meeting 03/07/2017 Page 251 of 298 to the Obligation documents.For example,Beneficial Owners of Obligations may wish to ascertain that the nominee holding the Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Obligations within an Issue are being redeemed, DTC's practice is to determine by lot the amount of the Interest of each Direct Participant in such Issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee)will consent or vote with respect to Obligations unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Town as soon as possible after the record date. The Omnibus Proxy assigns Cede& Co.'s consenting or voting rights to those Direct Participants to whose accounts Obligations are credited on the record date(identified in a listing attached to the Omnibus Proxy). Redemption proceeds,distributions,and dividend payments on the Obligations will be made to Cede&Co.,or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Town on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices,as is the case with securities held for the accounts of customers in bearer form or registered in"street name,"and will be the responsibility of such Participant and not of DTC, the Trustee or the Town, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC)is the responsibility of the Town or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Obligations purchased or tendered, through its Participant, to a remarketing agent, and shall effect delivery of such Obligations by causing the Direct Participant to transfer the Participant's interest in the Obligations, on DTC's records, to a remarketing agent. The requirement for physical delivery of Obligations in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Obligations are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Obligations to a remarketing agent's DTC account. DTC may discontinue providing its services as depository with respect to the Obligations at any time by giving reasonable notice to the Town or the Trustee. Under such circumstances, in the event that a successor depository is not obtained,Obligation certificates are required to be printed and delivered. The Town may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event,Obligation certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Town believes to be reliable, but none of the Town, the Underwriter or their agents and counsel take responsibility for the accuracy thereof. G-2 Marana Regular Council Meeting 03/07/2017 Page 252 of 298 SQUIRE DRAFT 3/2/17 TOWN OF MARANA, ARIZONA PLEDGED EXCISE TAX PLEDGED EXCISE TAX REVENUE OBLIGATIONS, REVENUE REFUNDING SERIES 2017A OBLIGATIONS, SERIES 2017B OBLIGATION PURCHASE CONTRACT 12017 Mayor and Town Council Town of Marana, Arizona 115 5 5 W. Civic Center Drive Marana, AZ 85653 The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), offers to enter into the following obligation purchase agreement (this "Purchase Contract") with the Town of Marana, Arizona (the "Issuer" or "Town"), which, upon written acceptance by the Issuer of this offer, shall be binding upon the Issuer and the Underwriter. This offer is made subject to written acceptance hereof by the Issuer on or before 5:00 p.m., Mountain Standard Time, on the date indicated above and shall be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Terms not otherwise defined in this Purchase Contract shall have the same meanings set forth in the Final Official Statement (as such term is defined herein). The offer of the Underwriter is made by signing the signature line provided and delivering the signed page to the Issuer. The acceptance is made by the Issuer signing the signature line provided and delivering the signed page to the Underwriter. Delivery includes sending in the form of a facsimile or telecopy or via the internet as a portable document format (PDF) file or other replicating image attached to an electronic message. 1. Purchase and Sale of the Obli ations. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter shall purchase from the Issuer, all, but not less than all, of the Issuer's Pledged Excise Tax Revenue Obligations, Series 2017A in the aggregate principal amount of $ (the "Series 2017A 84aa-Regglar Council Meeting 03/07/2017 Page 253 of 298 Obligations") and Pledged Excise Tax Revenue Refunding Obligations, Series 2017B in the aggregate principal amount of $ (the "Series 2017B Obligations" and, together with the Series 2017A Obligations, the "Obligations"). The aggregate purchase price of the Obligations shall be $ , consisting of the following: (1) The purchase price for the Series 2017A Obligations of $ , representing the aggregate of (a) the par amount of the 2017A Obligations, plus (b) the [net] reoffering [premium/discount] on the 2017A Obligations of$ , and less (c) an underwriting discount on the 2017A Obligations of$ ; and (2) The purchase price for the Series 2017B Obligations of $ representing the aggregate of (a) the par amount of the Series 2017B Obligations, plus (b) the [net] reoffering [premium/discount] on the Series 2017B Obligations of $ , and less (c) an underwriting discount on the Series 2017B Obligations of The Underwriter has not previously made any final agreement with the Issuer to purchase the Obligations in an offering within the meaning of the SEC Rule (as defined herein). The purchase and sale of the Obligations pursuant to this Purchase Contract is an"arm's- length," commercial transaction between the Issuer and the Underwriter, (i) in connection therewith and with the discussions, undertakings and proceedings leading up to the consummation of such transaction, the Underwriter is and has been acting for and on behalf of itself, solely as a principal for its own account and is not acting as the agent or fiduciary of the Issuer or as a municipal advisor (with the meaning of Section 15B of the Securities Exchange Act of 1934, as amended), (ii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters) and the Underwriter has no obligation to the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract and Rule G-17 of the Municipal Securities Rulemaking Board (the "MSRB"), (iii) the Underwriter has financial and other interests that differ from those of the Issuer and (iv) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. (b) The principal amounts of the Payments (as defined below) represented by the Obligations, the dated date, the payment dates, the prepayment provisions and the rates per annum of the interest amount represented by the Obligations are set forth in the Schedule attached hereto. The terms of the Obligations shall be as otherwise described in, and shall be executed and delivered by , as trustee (the "Trustee"), pursuant to a Third Trust Agreement, to be dated as of May 1, 2017 (the "Trust Agreement"), substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon among the Underwriter, the Issuer and the Trustee. The Obligations represent undivided proportionate interests in the installment payments (each a "Payment", and, collectively, the "Payments") to be made by the Issuer pursuant to a Third Purchase Agreement, 2 8daa-Regglar Council Meeting 03/07/2017 Page 254 of 298 to be dated as of May 1, 2017 (the "Purchase Agreement"), between the Issuer and the Trustee, as seller. (c) The proceeds of the Obligations will be used as described in the Final Official Statement. 2. Public Offering. (a) The Underwriter intends to make an initial bona fide public offering of all of the Obligations at not in excess of the public offering prices (or not less than the yields) set forth on Schedule I hereto and on the inside front cover page of the Final Official Statement of the Issuer relating to the Obligations, dated even date herewith (including all appendices thereto, the "Final Official Statement") and may subsequently change such offering prices (or yields). The Underwriter may offer and sell the Obligations to certain dealers (including dealers depositing Obligations into investment trusts) and others at prices lower than the public offering prices (or higher than the yields) set forth on Schedule I hereto and on the inside front cover page of the Final Official Statement. The Underwriter also reserves the right (i) to over-allot or effect transactions that stabilize or maintain the market price of the Obligations at a level above that which might otherwise prevail in the open market and (ii) to discontinue such stabilizing, if commenced, at any time. (b) The Underwriter will furnish to the Issuer a certificate in a form acceptable to Special Counsel and in substantially the form of Exhibit A hereto, stating that a bona fide public offering of the Obligations has been made and setting forth the offering prices or yields at which a substantial amount of the Obligations of each maturity were reasonably expected to be sold to the public (excluding bond houses, brokers and similar persons or organizations acting in the capacity of underwriters or wholesalers) as of the date hereof. (c) The undersigned, on behalf of the Underwriter, but not individually, hereby represents and warrants: (1) the Underwriter is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (2) this Purchase Contract has been duly authorized, executed and delivered by the Underwriter and, assuming the due authorization, execution and delivery by the Issuer, is the legal, valid and binding obligation of the Underwriter enforceable in accordance with its terms, except as the enforceability of this Purchase Contract may be limited by application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution(collectively, "Creditors' Rights Laws"); and (3) the Underwriter is licensed by and registered with the Financial Industry Regulatory Authority as a broker-dealer and the MSRB as a municipal securities dealer. 3. The Official Statement. 3 84a a_R*g,War Council Meeting 03/07/2017 Page 255 of 298 (a) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized and approved the distribution and use by the Underwriter of the Preliminary Official Statement of the Issuer relating to the Obligations, dated , 2017 (including all appendices thereto, the "Preliminary Official Statement" and, together with the Final Official Statement, collectively, the "Official Statement"), and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Obligations. (b) The Issuer caused the Preliminary Official Statement to be prepared and an authorized officer of the Issuer, acting for and on behalf of the Issuer, hereby deems the Preliminary Official Statement to be "final" for all purposes of Section 240.15c2-12, General Rules and Regulations, Securities Exchange Act of 1934, as amended(the "SEC Rule"). (c) (i) WHILE THE UNDERWRITER HAS PARTICIPATED AND WILL PARTICIPATE WITH THE ISSUER IN THE PREPARATION AND ASSEMBLAGE OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT, RESPECTIVELY, THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CONTENT OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT and (ii) as of the date thereof, and at the time of the acceptance by the Issuer of this Purchase Contract, the Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (d) The Issuer shall provide to the Underwriter copies of the Official Statement in sufficient quantity to comply with the SEC Rule and the rules of the MSRB, particularly with respect to the Final Official Statement, within seven (7) business days after the date of this Purchase Contract. (e) The Issuer authorizes the Underwriter to file, to the extent required by applicable Securities and Exchange Commission (the "SEC") or MSRB rule, and the Underwriter agrees to file or cause to be filed, the Official Statement with (i) the MSRB or its designee (including submission to the MSRB's Electronic Municipal Market Access system ("EMMA")) or (ii) other repositories approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above). If an amended Official Statement is prepared in accordance with Section 3(g) during the "primary offering disclosure period" (as defined in MSRB Rule G-32) and if required by applicable SEC or MSRB rule, the Underwriter also shall make the required submission of the amended Official Statement to EMMA. (f) The Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable rules of the MSRB and as may be agreed by the Issuer and the Underwriter. (g) During the period ending on the 25th day after the End of the Underwriting Period (as such term is hereinafter defined) or such other period as may be agreed to by the Issuer and the Underwriter, the Issuer (i) shall not supplement or amend the Final Official Statement or cause the Final Official Statement to be supplemented or amended without 4 8da a-R*g,War Council Meeting 03/07/2017 Page 256 of 298 the prior written consent of the Underwriter and (ii) shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Final Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Underwriter or the Issuer, such event requires the preparation and distribution of a supplement or amendment to the Final Official Statement, the Issuer shall prepare and furnish to the Underwriter, at the Issuer's expense, such number of copies of the supplement or amendment to the Final Official Statement, in form and substance mutually agreed upon by the Issuer and the Underwriter, as the Underwriter may reasonably request. If such notification shall be given subsequent to the date of the Closing, the Issuer also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Final Official Statement. (h) For purposes of this Purchase Contract, the "End of the Underwriting Period" is used as defined in the SEC Rule and shall occur on the later of (i) the date of the Closing or (ii) when the Underwriter no longer retains an unsold balance of the Obligations; unless otherwise advised in writing by the Underwriter on or prior to the date of the Closing, or otherwise agreed to by the Issuer and the Underwriter, the Issuer may assume that the End of the Underwriting Period is the date of the Closing. (i) The Underwriter shall provide to the Issuer such information relating to the Obligations which is not within the scope of knowledge of the Issuer (including, but not limited to, the selling compensation of the Underwriter, offering price(s), interest rate(s), delivery date and other terms of the Obligations dependent upon such matters). The Final Official Statement shall be substantially in the form of the Preliminary Official Statement with only such changes therein as shall be necessary to conform to the terms of this Purchase Contract and with such other changes and amendments to the date thereof as have been accepted by the Underwriter. The execution and delivery of the Final Official Statement shall evidence the determination by the Issuer that the Final Official Statement is "final" for all purposes of the SEC Rule. 4. Representations and Warranties and Agreements of the Issuer. The undersigned, on behalf of the Issuer, but not acting individually, hereby represents and warrants to and covenants with the Underwriter that: (a) The Issuer is a municipal corporation duly incorporated and validly existing pursuant to the laws of the State of Arizona (the "State"), and has full and legal right, power and authority, and at the date of the Closing shall have full legal right, power and authority pursuant to the resolution of the Mayor and Town Council of the Issuer adopted on , 2017 (the "Resolution"), authorizing the sale and execution and delivery of the Obligations, (i) to enter into, execute and deliver this Purchase Contract; the Resolution; the Purchase Agreement; the Trust Agreement; the Escrow Trust Agreement, to be dated as of 11 2017 (the "Escrow Agreement"), with , as escrow trustee thereunder (the "Escrow Trustee"); a written undertaking by the Issuer to provide ongoing disclosure for the benefit of certain owners of the Obligations as required under paragraph (b)(5) 5 8d8 g-RggA4ar Council Meeting 03/07/2017 Page 257 of 298 of the SEC Rule, in form and substance satisfactory to the Underwriter and Counsel to the Underwriter which shall be substantially in the form set forth in the Preliminary Official Statement, with such changes as may be agreed in writing by the Underwriter (the "Undertaking"); the Letter of Representations, previously executed by the Issuer (the "DTC Letter") and delivered to The Depository Trust Company ("DTC") and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Purchase Contract, the Purchase Agreement, the Resolution, the Trust Agreement, the Escrow Agreement, the Undertaking and the DTC Letter are hereinafter referred to as the "Town Documents"), (ii) to cause the sale and execution and delivery of the Obligations to the Underwriter as provided herein, (iii) to carry out and consummate the transactions contemplated by the Town Documents and the Final Official Statement, (iv) to pledge the Excise Tax Revenues and State Shared Revenues as described in the Final Official Statement, and (v) to approve, execute and authorize the use and distribution, as applicable, of the Preliminary Official Statement and the Final Official Statement, and the Issuer has complied, and shall at the Closing be in compliance in all respects, with all applicable provisions of law and the Town Documents as they pertain to such transactions; (b) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for (i) including adoption of the Resolution by the Mayor and Town Council for the execution and delivery and sale of the Obligations, (ii) the approval, execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Obligations and the Town Documents, and (iii) the consummation by it of all other transactions contemplated by the Preliminary Official Statement, the Town Documents and the Resolution (A) authorizes the execution and delivery of the other of the Town Documents and the Obligations as well as the approval, execution and authorization of the use and distribution of the Preliminary Official Statement and the Final Official Statement and the sale of the Obligations to the Underwriter, (B) has been duly and validly adopted by the Mayor and Town Council, and (C) is in full force and effect; (c) This Purchase Contract has been duly executed and delivered by the Issuer, and the other of the Town Documents (when such Town Documents are executed and delivered by the other parties thereto) will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to applicable Creditors' Rights Laws; the Obligations, when executed and delivered and paid for in accordance with the Trust Agreement and this Purchase Contract, shall constitute legal, valid and binding obligations entitled to the benefits of the Trust Agreement and enforceable in accordance with their terms, subject to applicable Creditors' Rights Laws and, upon the execution and delivery of the Obligations as aforesaid, the Purchase Agreement and the Trust Agreement shall provide, for the benefit of the holders from time to time of the Obligations, the legally valid and binding pledge and lien they purport to create as set forth in the Purchase Agreement and the Trust Agreement; (d) The Issuer is not in material breach of or default in any material respect with respect to any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is, or any of its property or assets are, otherwise subject; no event has occurred and is 6 84a a-R*g,War Council Meeting 03/07/2017 Page 258 of 298 continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer pursuant to any of the foregoing or the Town Documents and the execution and delivery of the Obligations and the Town Documents and the adoption of the Resolution and compliance with the provisions on the part of the Issuer contained therein shall not conflict with or constitute a material breach of or default pursuant to any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is, or any of its property or assets are, otherwise subject nor shall any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer to be pledged to secure the Obligations or pursuant to the terms of any such law, regulation or instrument, except as provided by the Obligations and the Town Documents; (e) All authorizations, approvals, licenses, permits, consents, orders and other matters of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Issuer, of its obligations pursuant to the Town Documents and the Obligations have been duly obtained, except for such approvals, consents and orders as may be required pursuant to the "blue sky" or securities laws of any jurisdiction in connection with the offering and sale of the Obligations, and including particularly, but not by way of limitation, the filing of all reports required to be filed by the Issuer pursuant to Section 35-501, Arizona Revised Statutes; (f) The Obligations and the Town Documents conform to the descriptions thereof contained in the Official Statement, and the proceeds of the sale of the Obligations shall be applied as described in the Official Statement; (g) There is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or overtly threatened against the Issuer (i) affecting the existence of the Issuer or the titles of its officers to their respective offices; or (ii) affecting or seeking to prohibit, restrain or enjoin the sale or execution and delivery of the Obligations or the levy, collection or pledge, as applicable, of the Excise Tax Revenues or State Shared Revenues; or(iii) in any way contesting or affecting the validity or enforceability of the Obligations or the Town Documents or contesting the exclusion from gross income of interest with respect to the Obligations for Federal income tax purposes or the exemption from taxation of interest with respect to the Obligations for State income tax purposes; or (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement; or (v) contesting the formation or powers of the Issuer or any authority for the sale and execution and delivery of the Obligations, the adoption of the Resolution or the execution and delivery of the Town Documents; or (vi) which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer nor is there any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of the Obligations or the Town Documents; 7 Ne e-Reg,War Council Meeting 03/07/2017 Page 259 of 298 (h) The Issuer has not granted a lien on, made a pledge of or agreed to apply the Excise Tax Revenues, the State Shared Revenues and other moneys payable pursuant to the Purchase Agreement, except as provided or permitted in the Purchase Agreement or as described in the Official Statement; (i) Unless the Final Official Statement is amended or supplemented pursuant to paragraph (g) of Section 3 of this Purchase Contract, at all times subsequent to the acceptance by the Issuer hereof, during the period up to and including the date of the Closing, the Final Official Statement, as of its date, did not, as of the date hereof, does not and, as of the Closing, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances pursuant to which they were made, misleading; 0) If the Final Official Statement is amended or supplemented pursuant to paragraph (g) of Section 3 of this Purchase Contract, at the time of each amendment or supplement thereto and (unless subsequently again amended or supplemented pursuant to such paragraph) at all times subsequent thereto during the period up to and including the date of the Closing, the Final Official Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances pursuant to which made, not misleading; (k) The Issuer shall apply, or cause to be applied, the proceeds from sale of the Obligations as provided in and subject to all of the terms and provisions of the Town Documents and shall not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for Federal or State income tax purposes of the interest with respect to the Obligations; (1) The Issuer shall furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request (i) to (A) qualify the Obligations for offer and sale pursuant to the "blue sky" or other securities laws and regulations of such States and other jurisdictions in the United States as the Underwriter may designate and (B) determine the eligibility of the Obligations for investment pursuant to the laws of such States and other jurisdictions and(ii) to continue such qualifications in effect so long as required for the distribution of the Obligations (provided, however, that the Issuer shall not be required to qualify as a foreign corporation or to file any general or special consents to service of process pursuant to the laws of any jurisdiction) and shall advise the Underwriter immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Obligations for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (m) The audited financial statements of the Issuer contained in the Official Statement fairly present the financial position and results of operations and changes in fund balances of the Issuer as of the dates and for the periods therein set forth; the Issuer has no reason to believe that such financial statements have not been prepared in accordance with generally accepted accounting principles consistently applied; since June 30 of the last fiscal year presented in the audited financial statements of the Issuer included in the Official Statement, the Issuer has not incurred any material liabilities, direct or contingent, nor has there been any 8 Ne e-Reg,War Council Meeting 03/07/2017 Page 260 of 298 material adverse change in the financial position, results of operations or condition, financial or otherwise, of the Issuer that is not described in the Official Statement, whether or not arising from transactions in the ordinary course of business and, prior to the Closing, there will be no adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Issuer; (n) The Issuer is not a party to any litigation or other proceeding pending or overtly threatened that, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer; and except as disclosed in the Official Statement, the Issuer is not a party to any contract or agreement or subject to any restriction, the performance of or compliance with which may have a material adverse affect on the financial condition, operations or prospects of the Issuer or ability of the Issuer to comply with all the requirements set forth in the Official Statement, the Resolution, the Town Documents or the Obligations; (o) Prior to the Closing, and to the extent it may legally agree to do so, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the revenues or assets which will secure the Obligations without the prior approval of the Underwriter; (p) The representations of the Issuer set forth herein and in the Resolution and the Town Documents are, as of the date hereof, true and correct, and between the date hereof and the date of the Closing, the Issuer shall not take any action that will cause the representations and warranties made herein to be untrue as of the date of the Closing; (q) The officers and officials of the Issuer executing the Official Statement and the Town Documents and the Obligations and the officers and officials of the Issuer listed on the certificate of the Issuer to be delivered at the Closing have been or will have been duly appointed and are or will be qualified to serve as such officers and officials of the Issuer, and any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions contemplated by this Purchase Contract shall be deemed a representation and warranty by the Issuer to the Underwriter as to the statements made therein; and (r) The Issuer is the only "obligated person" (as defined in the Rule) with respect to the Obligations, and there have not been and, as of the Closing, there will not have been, any instances during the preceding five years in which the Issuer failed to comply, in all material respects, with any previous continuing disclosure agreement made by the Issuer for purposes of the Rule, except as disclosed under "CONTINUING DISCLOSURE" in the Official Statement. 5. Closin . (a) The Closing shall take place at 8:00 a.m. Mountain Standard Time, on 2017 (the "Closing"), at the offices of the Greenberg Traurig, LLP, or at such other time, date and place as shall have been mutually agreed upon by the Issuer, the Trustee and the Underwriter. On the date of Closing, the Trustee will, subject to the terms and conditions hereof, execute, deliver and register the Obligations in the name of Cede & Co., as nominee of DTC pursuant to the executed DTC Letter and delivered to the Trustee pursuant to DTC's "F.A.S.T." 9 84a a-R*g,War Council Meeting 03/07/2017 Page 261 of 298 delivery procedures. Also on the date of Closing, the Underwriter will, subject to the terms and conditions hereof, accept delivery of the Obligations and the items identified in Section 6(k) hereof and pay the purchase price of the Obligations as set forth in Section 1 of this Purchase Contract by wire transfer payable in immediately available funds to the Trustee. (b) It is anticipated that CUSIP identification numbers will be printed on the Obligations, but neither the failure to print such numbers on any Obligations nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of the Obligations in accordance with the terms of this Purchase Contract 6. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties, covenants and agreements of the Issuer contained herein and in reliance upon the representations, warranties, covenants and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the obligations of the Underwriter pursuant to this Purchase Contract to purchase, to accept delivery of and to pay for the Obligations shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder and pursuant to such documents and instruments at or prior to the Closing and shall also be subject to the following additional conditions, including the delivery by the Issuer of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter: (a) The representations and warranties of the Issuer contained herein and in the Town Documents shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) All representations, warranties and covenants made herein, and in certificates or other instruments delivered pursuant hereto or in connection herewith, shall be deemed to have been relied upon by the Underwriter notwithstanding any investigation heretofore or hereafter made by the Underwriter or on their behalf, and that all representations, warranties and covenants made by the Issuer herein and therein and all of the Underwriter's rights, hereunder and thereunder shall survive the offering of the Obligations; (c) The Issuer and the Trustee shall have performed and complied with all covenants, agreements and conditions required by the Town Documents to be performed or complied with by it prior to or at the Closing; (d) As of the date of the Closing, (i) the Town Documents and the Obligations shall be in full force and effect in the form heretofore approved by the Underwriter and shall not have been amended or modified; (ii) the Final Official Statement shall not have been amended or supplemented, except in any such case as may have been agreed to by the Underwriter; and (iii) all actions of the Issuer required to be taken by the Issuer shall be performed in order for Special Counsel and counsel to the Underwriter to deliver their respective opinions referred to hereafter; (e) As of the date of the Closing, all official action of the Issuer relating to the Obligations and the Town Documents shall be in full force and effect and shall not have been amended, modified or supplemented; 10 Ne e-Reg,War Council Meeting 03/07/2017 Page 262 of 298 (f) As of or prior to the Closing, the Town Documents shall have been duly executed and delivered by the Issuer and the Trustee shall have duly executed and delivered the Obligations; (g) As of the date of the Closing, there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or in the revenues or operations of the Issuer, from those set forth in the Final Official Statement that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impractical to market the Obligations on the terms and in the manner contemplated in the Final Official Statement; (h) As of the date of the Closing, no "event of default" shall have occurred or be existing pursuant to the Town Documents nor shall any event have occurred which, with the passage of time or the giving of notice, or both, shall constitute an event of default pursuant to the Town Documents; (i) The Issuer shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; 0) All steps to be taken, all instruments and other documents to be executed and all other legal matters in connection with the transactions contemplated by this Purchase Contract shall be reasonably satisfactory in legal form and effect to the Underwriter; (k) On the date of or prior to the Closing, the Underwriter shall have received two copies of the transcript of all proceedings of the Issuer relating to the execution and delivery of the Obligations, certified, as necessary, by appropriate officials of the Issuer, including, but not limited to, the following opinions, certificates and other documents: (1) An opinion of the counsel to the Town that, based on an investigation of the records of the Superior Court of Pima County and the United States District Court, District of Arizona, Tucson Division, there is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency, public board or body pending or, to his or her knowledge (upon due inquiry), threatened (i) in any way affecting the powers of the Town, the existence of the Town or the title to office of any of the officials of the Town, (ii) seeking to restrain or enjoin the sale, execution and delivery of the Obligations, or the levy and collection of Excise Tax Revenues to be levied to pay the Payments, (iii) in any way contesting or affecting the validity or enforceability of the Obligations, the Town Documents or any agreements entered into in connection therewith, (iv) contesting in any way the completeness or accuracy of the Official Statement, (v) which may adversely affect the Town or its properties or (vi) questioning the applicable tax-exempt status of the Obligations; nor, to the best knowledge of such counsel, is there any reasonable basis therefor; (2) The approving opinion of Greenberg Traurig, LLP, Bond Counsel, dated the date of Closing, with respect to the Obligations, in substantially the form attached to the Official Statement, along with a reliance letter with respect thereto, dated the date of the Closing and addressed to the Underwriter; 11 Na a_R*g,War Council Meeting 03/07/2017 Page 263 of 298 (3) The supplemental opinion of Bond Counsel dated the date of the Closing, addressed to the Underwriter and substantially in the form attached hereto as Exhibit B; (4) An opinion of Squire Patton Boggs (US) LLP, as counsel to the Underwriter, dated the date of the Closing, addressed to the Underwriter and in form and substance reasonably satisfactory thereto; (5) A certificate, dated the date of Closing and signed by the [Mayor, the Town Clerk and the Town Manager] of the Issuer, to the effect that (i) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the date of the Closing with the same effects if made on the date of the Closing; (ii) there is no action, suit,proceeding, inquiry or investigation by or before any court, governmental agency, public board or body pending or threatened in any way affecting the existence of the Issuer or the titles of its officials to their respective positions, or seeking to restrain or to enjoin the sale or delivery of the Obligations, or the levy and collection of the Excise Tax Revenues and State Shared Revenues imposed and levied or to be imposed and levied to pay all the Payments, or the imposition thereof, or in any way contesting or affecting the validity or enforceability of the Obligations or the Town Documents, or contesting in any way the completeness or accuracy of the Final Official Statement or the exclusion from gross income of interest with respect to the Obligations, or contesting the powers of the Issuer or its authority with respect to the Obligations or the Town Documents; (iii) the Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing; and (iv) the Issuer has complied with all requirements and covenants under prior obligation documents, [including, without limitation, the First Purchase Agreement and the First Trust Agreement (each as defined in the Trust Agreement),] for the issuance of these Obligations; (6) A certificate, dated the date of Closing and signed by the [Mayor, the Town Clerk and the Town Manager] of the Issuer, to the effect that (i) the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances pursuant to which they were made, not misleading; (ii) the financial statements of the Issuer contained in the Official Statement fairly present the financial position and results of operations and changes in fund balances of the Issuer as of the dates and for the periods therein set forth and the Issuer has no reason to believe that such financial statements have not been prepared in accordance with generally accepted accounting principles consistently applied; (iii) since June 30 of the last fiscal year presented in the audited financial statements of the Issuer included in the Official Statement, the Issuer has not incurred any material liabilities, direct or contingent, nor has there been any material adverse change in the results of operations or financial condition of the Issuer that is not described in the Official Statement, whether or not arising from transactions in the ordinary course of business, nor are there any deficits in any fund of the Issuer except as disclosed in the Official Statement; (iv) no event affecting the Issuer has occurred since the date of the Preliminary Official Statement to the sale date of the Obligations and the date of the Final Official Statement to the date of Closing that should be disclosed in the Preliminary Official Statement or the Final Official Statement, as applicable, for the purpose for which it is to be used or which it is necessary to disclose therein with respect to the Issuer in order to make the information therein in the light of the circumstances pursuant to which they were made or set forth not misleading in any material respect; and(v) the Town has complied with all of the terms 12 8Ja a-R*g,War Council Meeting 03/07/2017 Page 264 of 298 of this Purchase Contract and the Town Documents to be complied with by it prior to or concurrently with the Closing; (7) A specimen of the Obligations; (8) A certified copy of the Resolution; (9) A counterpart original of the Final Official Statement manually executed on behalf of the Issuer by the Mayor of the Issuer; (10) A non-arbitrage certificate with respect to the Obligations of the Issuer in form and substance satisfactory to Special Counsel; (11) A filing copy of the Information Return Forms 8038-G for the Obligations and of the Report Relating to Bond and Security Issuance (Arizona State Treasurer's Office) for the Obligations; (12) An executed copy of each of the other of the Town Documents; (13) A certificate or certificates, dated the date of the Closing, signed by an authorized representative of the Trustee and in form and substance satisfactory to Special Counsel and the Underwriter, in which such official states that (i) the representations and warranties of the Trustee contained in the Purchase Agreement, the Trust Agreement and the Escrow Agreement (collectively for purposes of this paragraph, the "Trustee Documents") are true and correct in all material respects as of the date of the Closing, the Trustee has duly executed and delivered the Trustee Documents and the Trustee has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Trustee Documents at or prior to the Closing and (ii) no litigation is pending or threatened against the Trustee before any judicial, quasi-judicial or administrative forum (A) to restrain or enjoin the performance by the Trustee of its obligations and duties pursuant to the Trustee Documents, (B) in any way contesting or affecting any authority for, or the validity of, the Obligations or the applications of the proceeds of the Obligations or (C) in any way contesting the existence or corporate trust powers of the Trustee, together with evidence of the authority of the Trustee to execute and deliver the Trustee Documents and execute and deliver the Obligations and an incumbency certificate; (14) A letter from S&P Global Ratings, a division of Standard&Poor's Financial Services LLC, confirming that the Obligations have been rated " ," which rating shall be in effect on the date of Closing; (15) A certificate from the Escrow Trustee with respect to the Bonds Being Refunded under an Escrow Agreement, between the Issuer and the Escrow Trustee, to the effect that moneys or defeasance obligations sufficient, without investment income, to effectuate the refunding of the Bonds Being Refunded have been received and that such moneys or defeasance obligations have been deposited and are being held in the Trust Fund established by the Escrow Agreement; 13 8Ja a_R*g,War Council Meeting 03/07/2017 Page 265 of 298 (16) Such opinions of counsel as are required in connection with the prepayment of the Bonds Being Refunded, pursuant to terms of the applicable controlling document for the Bonds Being Refunded; and (17) Such additional opinions, letters, certificates, instruments and other documents as the Underwriter or counsel to the Underwriter may reasonably deem necessary to satisfy conditions to the execution and delivery of the Obligations and to evidence the truth and accuracy as of the date of the Closing, or prior to such time, of the representations, warranties and covenants of the Issuer and the due performance or satisfaction by the Issuer of all agreements then to be performed and all conditions then to be satisfied by the Issuer. (All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter.) If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Obligations contained in this Purchase Contract, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Obligations shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except that the respective obligations of the Issuer and the Underwriter set forth in Section 8(c) hereof shall continue in full force and effect. 7. Termination. The Underwriter may terminate the obligations of the Underwriter pursuant to this Purchase Contract to purchase, to accept delivery of and to pay for the Obligations by notifying the Issuer of the election of the Underwriter to do so if at any time after the execution of this Purchase Contract and at or prior to the Closing, in the Underwriter's sole and reasonable judgment, any of the following events shall occur: (a) the market price or marketability of the Obligations, or the ability of the Underwriter to enforce contracts for the sale of the Obligations, shall be materially adversely affected by any of the following events: (1) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Obligations; provided that, this paragraph (A)(I) shall not apply if the Obligations are being issued as taxable obligations; or (2) there shall have occurred (a) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war, (b) any other calamity or 14 Ne e-Reg,War Council Meeting 03/07/2017 Page 266 of 298 crisis in the financial markets of the United States or elsewhere, (c) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, or (d) a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, any state of the United States or any city, county or other political subdivision located in the United States having a population of over 500,000; or (3) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (4) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Obligations, or any comparable securities of the Issuer, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended, or the Trust Indenture Act of 1939, as amended, or otherwise, or would be in violation of any provision of the federal securities laws; or (5) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the Issuer shall have occurred; or (6) any rating on obligations of the Issuer is reduced or withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or (b) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Final Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Final Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Issuer refuses to permit the Final Official Statement to be supplemented to supply such statement or information, or the effect of the Final Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Obligations or the ability of the Underwriter to enforce contracts for the sale of the Obligations; or (c) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (d) a material disruption in securities settlement, payment or clearance services affecting the Obligations shall have occurred; or (e) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the 15 Ne e-Reg,War Council Meeting 03/07/2017 Page 267 of 298 extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (f) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the sub j ect matter shall have been issued or made, to the effect that the issuance, offering or sale of the Obligations, including the underlying obligations as contemplated by this Purchase Contract or by the Final Official Statement, or any document relating to the issuance, offering or sale of the Obligations, is or would be in violation of any provision of the federal securities laws at the date of the Closing, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; or (g) United States Treasury Certificate of Indebtedness, Notes or Bonds-State and Local Government Series or acceptable open market securities shall be unavailable for purchase and/or delivery in the amounts, maturities and prices or yields required pursuant to the Escrow Agreement. 8. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the obligations of the Issuer hereunder, including, but not limited to (i) the cost of preparation and printing of the Obligations, the Preliminary Official Statement, the Official Statement and the Town Documents in reasonable quantities and all other documents (other than as set forth in the next succeeding paragraph) prepared in connection with the transactions contemplated hereby, (ii) the fees and disbursements of Special Counsel, counsel to the Issuer, the Trustee and the Escrow Trustee; (iii) the fees and disbursements of any other accountants, and other experts, consultants or advisers retained by the Issuer; (iv) the fees for bond ratings and of DTC and (v) reasonable miscellaneous, normally occurring, "out-of-pocket" expenses including, but not limited to, meals, transportation and lodging, if any, and any other miscellaneous closing costs incurred by the Underwriter in connection with the sale and execution and delivery of the Obligations. The Issuer acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Obligations. (b) The Underwriter shall pay (i) all advertising expenses in connection with the public offering of the Obligations, fees and disbursements of counsel to the Underwriter, and (iii) all other expenses incurred by it in connection with the public offering of the Obligations. (c) If this Purchase Contract shall be terminated by the Underwriter because of any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions of this Purchase Contract, the Issuer shall reimburse the Underwriter for all "out-of- pocket" expenses (including the fees and disbursements of counsel to the Underwriter) reasonably incurred by the Underwriter in connection with this Purchase Contract and the offering contemplated hereunder. 16 Na a_R*g,War Council Meeting 03/07/2017 Page 268 of 298 9. Notices. Any notice or other communication to be given to the Issuer pursuant to this Purchase Contract may be given by delivering the same in writing at the address set forth on the first page of this Purchase Contract to the attention of the Town Manager, and any notice or other communication to be given to the Underwriter pursuant to this Purchase Contract may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, 2325 East Camelback Road, Suite 750, Phoenix, AZ 85016, Attention: Mark Reader, Director. 10. Parties in Interest. This Purchase Contract as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Issuer, the Trustee and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Purchase Contract may not be assigned by the Issuer. All of the representations, warranties and agreements of the Issuer contained in this Purchase Contract shall remain operative and in full force and effect, regardless of(i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Obligations pursuant to this Purchase Contract and (iii) any termination of this Purchase Contract. 11. Effectiveness. This Purchase Contract shall become effective upon the acceptance hereof by the Issuer, and shall be valid and enforceable at the time of such acceptance. 12. Choice of Law; Venue. This Purchase Contract shall be governed by and construed in accordance with the law of the State. The venue for any proceedings on any and all controversies arising pursuant to this Purchase Contract will be Pima County, Arizona. 13. Severability. If any provision of this Purchase Contract shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance or of rendering any other provision or provisions of this Purchase Contract invalid, inoperative or unenforceable to any extent whatever. 14. Business Day. For purposes of this Purchase Contract, "business day" means any day on which the New York Stock Exchange is open for trading. 15. Section Headiness. Section headings have been inserted in this Purchase Contract as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Purchase Contract and will not be used in the interpretation of any provisions of this Purchase Contract. 16. Counterparts. This Purchase Contract may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document 17. Notice Concerning Cancellation of Contracts. As required by the provisions of Section 38-511, Arizona Revised Statutes, notice is hereby given that the State, its political 17 8da a-R*g,War Council Meeting 03/07/2017 Page 269 of 298 subdivisions (including the Issuer) or any department or agency of either may, within three (3) years after its execution, cancel any contract, without penalty or further obligation, made by the State, its political subdivisions or any of the departments or agencies of either if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions or any of the departments or agencies of either is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. The cancellation shall be effective when written notice from the Governor or the chief executive officer or governing body of the political subdivision is received by all other parties to the contract unless the notice specifies a later time. The State, its political subdivisions or any department or agency of either may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions or any department or agency of either from any other party to the contract arising as the result of the contract. This Section is not intended to expand or enlarge the rights of the Issuer hereunder except as required by such Section. Each of the parties hereto hereby certifies that it is not presently aware of any violation of such Section which would adversely affect the enforceability of this Purchase Contract and covenants that it shall take no action which would result in a violation of such Section. (Signature Page Follows) 18 Ne e-Reg,War Council Meeting 03/07/2017 Page 270 of 298 If you agree with the foregoing, please sign the enclosed counterpart of this Purchase Contract and return it to the Underwriter. This Purchase Contract shall become a binding agreement between you and the Underwriter when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties hereto. Sincerely, STIFEL,NICOLAUS & COMPANY, INCORPORATED By Authorized Representative Accepted and agreed to at .m. this day of 12017 THE TOWN OF MARANA, ARIZONA By Name: Gilbert Davidson Title: Town Manager ATTEST: Jocelyn Bronson, Town Clerk (Signature Page to Obligation Purchase Contract) 84aa-Regglar Council Meeting 03/07/2017 Page 271 of 298 SCHEDULE I TOWN OF MARANA, ARIZONA PLEDGED EXCISE TAX REVENUE OBLIGATIONS, SERIES 2017A Dated Date: Date of Delivery Interest Payment Dates: Each January 1 and July 1, commencing January 1, 2018 Payment Schedule Payment Date Payment Interest (July- 1 Amount Rate Yield [Optional Prepayment: Principal represented by the Obligations payable before or on July 1, 20 , will not be subject to prepayment prior to their stated payment date. Principal represented by the Obligations payable on or after July 1, 20 , may be prepaid prior to maturity, in whole or in part on any date, in any order of payment date and by lot within any payment date, by the Town, on or after July 1, 20 , at a prepayment price equal to the principal amount thereof plus accrued interest on such principal to the date fixed for prepayment, but without premium.] S-1 84a a-R*g,War Council Meeting 03/07/2017 Page 272 of 298 TOWN OF MARANA, ARIZONA PLEDGED EXCISE TAX REVENUE REFUNDING OBLIGATIONS, SERIES 2017B Dated Date: Date of Delivery Interest Payment Dates: Each January 1 and July 1, commencing January 1, 2018 Payment Schedule Payment Date Payment Interest (July- 1 Amount Rate Yield [Optional Prepayment: Principal represented by the Obligations payable before or on July 1, 20 , will not be subject to prepayment prior to their stated payment date. Principal represented by the Obligations payable on or after July 1, 20 , may be prepaid prior to maturity, in whole or in part on any date, in any order of payment date and by lot within any payment date, by the Town, on or after July 1, 20 , at a prepayment price equal to the principal amount thereof plus accrued interest on such principal to the date fixed for prepayment, but without premium.] S-2 84a a-R*g,War Council Meeting 03/07/2017 Page 273 of 298 EXHIBIT A FORM OF UNDERWRITER'S CERTIFICATE This Certificate is furnished by Stifel Nicolaus & Company, Inc. as underwriter (the "Underwriter") of the $ aggregate principal amount of the Town of Marana, Arizona Pledged Excise Tax Revenue Obligations, Series 2017A (the "Series 2017A Obligations") and $ aggregate principal amount of Pledged Excise Tax Revenue Refunding Obligations, Series 2017B (the "Series 2017B Obligations" and, together with the Series 2017A Obligations, the "Obligations"). The Underwriter hereby certifies and represents the following, based upon the information available to it: 1. Issue Price. 1.1 As of the date a purchase agreement was signed with respect to the Obligations (the "Sale Date"), we reasonably expected that the first prices at which the Obligations would be sold to the general public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriter or wholesalers) in a bona fide public offering would be the respective prices listed on Schedule A. 1.2 In our opinion, and based upon our estimate as of the Sale Date, the initial offering prices of the Obligations set forth in Schedule A are within a reasonable range of, and should reflect, the fair market prices for such Obligations. 1.3 As of the Sale Date, all of the Obligations have actually been offered to the general public at the prices listed in Schedule A. 1.4 As of the Sale Date at least 10% of each maturity of the Obligations were first sold [or reasonably expected to be sold] to the general public at the prices referred to in Schedule A[, with the exception of the following maturities: ]. [2. Reserve Fund. The funding of the Reserve Fund as provided in the Tax Certificate is reasonably required, was a vital factor in marketing the Obligations, facilitated the marketing of the Obligations at an interest rate comparable to that of bonds and other obligations of a similar type and is not in excess of the amount necessary for such purpose.] [3. Credit Enhancement. 3.1 The present value of the amounts paid to obtain the Credit Enhancement (as defined in the Tax Certificate) is less than the present value of the interest reasonably expected to be saved as a result of having the Credit Enhancement, using the yield on the Obligations as the discount factor for this purpose. 3.2 To the best knowledge of the undersigned, the amount paid by the Town to the Credit Enhancer for the Credit Enhancement is within a reasonable range of premiums charged A-1 Marana Regular Council Meeting 03/07/2017 Page 274 of 298 for comparable credit enhancement for obligations comparable to the obligation evidenced and represented by the Obligations. 3.3 The fees paid and to be paid to obtain the Credit Enhancement were determined in arm's-length negotiations and were required as a condition to the issuance by the Credit Enhancer of the Credit Enhancement. 3.4 To the best of knowledge of the undersigned, the fees paid and to be paid for the Credit Enhancement represent a commercially reasonable charge for the transfer of credit risk. Such fees do not include any direct or indirect payment for a cost, risk or other element that is not customarily borne by guarantors of tax-exempt bonds in transactions in which the guarantor has no involvement other than as guarantor. No non-guarantee services are being provided by the Credit Enhancer.] We express no view regarding the legal sufficiency of any such computations or the correctness of any legal interpretation made by Bond Counsel. Nothing herein represents our interpretation of any laws or regulations under the Internal Revenue Code of 1986, as amended. Dated: STIFEL NICOLAUS & COMPANY, INC., as underwriter By: [banker] By: [underwriter] A-2 Marana Regular Council Meeting 03/07/2017 Page 275 of 298 SCHEDULE A TOWN OF MARANA, ARIZONA PLEDGED EXCISE TAX REVENUE OBLIGATIONS SERIES 2017A Maturity Dates Principal Interest Issue (July 1) Amounts Rates Price A-3 Marana Regular Council Meeting 03/07/2017 Page 276 of 298 TOWN OF MARANA, ARIZONA PLEDGED EXCISE TAX REVENUE REFUNDING OBLIGATIONS SERIES 2017B Maturity Dates Principal Interest Issue (July 1) Amounts Rates Price A-4 Marana Regular Council Meeting 03/07/2017 Page 277 of 298 EXHIBIT B [LETTERHEAD OF GREENBERG TRAURIG, LLP] [Date of Closing] Stifel,Nicolaus & Company, Incorporated Phoenix, Arizona Re: Pledged Excise Tax Revenue Obligations, Series 2017A and Pledged Excise Tax Revenue Refunding Obligations, Series 2017B, Evidencing Proportionate Interests of the Owners Thereof in Purchase Price Payments to be Made by the Town of Marana, Arizona to , Trustee, Dated the Date Hereof Pursuant to an Obligation Purchase Contract, dated , 2017 (the "Purchase Contract"), between the Town of Marana, Arizona and, Stifel, Nicolaus & Company, Incorporated, we have delivered to you our approving opinion of even date herewith (the "Approving Opinion") relating to the captioned Obligations. All terms used herein shall have the same meaning assigned in the Purchase Contract. We hereby supplement the aforesaid Approving Opinion and further advise you as follows: 1. The Town has all requisite power and authority pursuant to the Constitution and laws of the State (a) to execute and deliver, as applicable, the Town Documents, (b) to approve, execute and authorize the use and distribution of the Preliminary Official Statement and the Final Official Statement and (c) to carry out and consummate the transactions contemplated by the Final Official Statement, the Town Documents and the Obligations (including performing the applicable obligations pursuant thereto). 2. The Town has complied with all applicable provisions of law and has taken all actions required to be taken by it to the date hereof in connection with the transactions contemplated by the Final Official Statement, the Town Documents and the Obligations. 3. The Town Documents have been duly authorized, executed and delivered, as applicable, by the Town, are in full force and effect and, assuming due and valid authorization, execution and delivery by, and enforceability against, if any, the other party thereto, constitute legal, valid and binding obligations of the Town, enforceable in accordance with their respective terms. The foregoing is subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights and the principles of equity in the event equitable remedies are sought. 4. Adoption of the Resolution, authorization, execution and delivery, as applicable, of, and the due performance by the Town of the Town Documents and the approval, execution and authorization of the use and distribution of, the Final Official Statement (including, as applicable, the Preliminary Official Statement) by the Town under the circumstances B-1 8daa-Regglar Council Meeting 03/07/2017 Page 278 of 298 contemplated thereby and each of such instruments, do not and will not conflict with, or constitute on the part of the Town a material breach of or default under, any federal or State constitutional or statutory provision. 5. No consent of any other party, and no consent, license, approval or authorization of, exemption by or registration with any governmental body, authority, bureau or agency (other than those that have been obtained or will be obtained prior to the delivery of the Obligations and other than approvals that may be required under "blue sky" laws of any jurisdiction) is required in connection with the adoption by the Mayor and Town Council of the Resolution or the authorization, execution, delivery and performance, as applicable, by the Town of the Town Documents and the consummation of the transactions contemplated by the Final Official Statement. 6. The information contained (but not incorporated by reference) in the Preliminary Official Statement and the Final Official Statement in the tax caption on the cover thereof, under the headings "THE OBLIGATIONS," "PLAN OF REFUNDING," "SECURITY FOR AND SOURCES OF PAYMENT OF THE OBLIGATIONS," "TAX MATTERS," and "CONTINUING DISCLOSURE" (except the existence or status of compliance with prior undertakings by the Town) and, only as it relates to us, therein and in Appendix D "SUMMARY OF SELECT PROVISIONS OF PRINCIPAL DOCUMENTS," Appendix E "FORM OF APPROVING LEGAL OPINION" and Appendix F "FORM OF CONTINUING DISCLOSURE UNDERTAKING"thereto, insofar as such information purports to summarize certain provisions of the laws of the State and the United States of America, the Obligations, the Trust Agreement, the Purchase Agreement and the Undertaking fairly present the information purported to be shown; provided, however, that such information does not purport to summarize all the provisions of, and is qualified in its entirety by, the complete laws and documents that are summarized. 7. It is not necessary in connection with the sale and execution of the Obligations to the public to register the Obligations pursuant to the Securities Act of 1933, as amended, or to qualify the Trust Agreement pursuant to the Trust Indenture Act of 1939, as amended. You may rely upon the Approving Opinion as though it were specifically addressed to you. This letter is provided pursuant to Section 6(k)(3) of the Purchase Contract and is being given solely for the information of and assistance to the addressee of this letter in its capacity as the underwriter of the Obligations. In giving this opinion to such underwriter, it is expressly understood that no attorney-client relationship is being created thereby. Without our express prior written permission, this opinion may not be relied upon by any person other than such underwriter and is not to be used, circulated, quoted, or otherwise referred to in connection with the offering of the Obligations, except that reference may be made to this opinion in any list of closing documents pertaining to the execution and delivery of the Obligations. Respectfully submitted, B-2 Na a-Regglar Council Meeting 03/07/2017 Page 279 of 298 DRAFT 03/02/17 WRITTEN POLICIES AND PROCEDURES FOR TAX-ADVANTAGED OBLIGATIONS The Town of Marana, Arizona (the "Issuer"), has issued and may in the future issue tax- exempt obligations (including, without limitation, bonds, notes, loans, leases and certificates) (together, "tax-advantaged obligations") that are subject to certain requirements under the Internal Revenue Code of 1986, as amended(the "Code"). The Issuer has established the policies and procedures contained herein (the "Procedures") as of March 7, 2017, in order to ensure that the Issuer complies with the requirements of the Code that are applicable to its tax-advantaged obligations. The Procedures, coupled with requirements contained in the arbitrage and tax certificate or other operative documents (the "Tax Certificate") executed at the time of issuance of the tax-advantaged obligations, are intended to constitute written procedures for ongoing compliance with the federal tax requirements applicable to the tax-advantaged obligations and for timely identification and remediation of violations of such requirements. A. GENERAL MATTERS. 1. Responsible Officer. The Deputy Finance Director of the Issuer will have overall responsibility for ensuring that the ongoing requirements described in the Procedures are met with respect to tax-advantaged obligations (the "Responsible Officer"). 2. Establishment of Procedures. The Procedures will be included with other written procedures of the Issuer. 3. Identify Additional Responsible Employ. The Responsible Officer shall identify any additional persons who will be responsible for each section of the Procedures, notify the current holder of that office of the responsibilities, and provide that person a copy of the Procedures. (For each section of the Procedures, this may be the Responsible Officer or another person who is assigned the particular responsibility.) a. Upon employee or officer transitions, new personnel should be advised of responsibilities under the Procedures and ensure they understand the importance of the Procedures. b. If employee or officer positions are restructured or eliminated, responsibilities should be reassigned as necessary to ensure that all Procedures have been appropriately assigned. 4. Training Required. The Responsible Officer and other responsible persons shall receive appropriate training that includes the review of and familiarity with the contents of the Procedures, review of the requirements contained in the Code applicable to each tax-advantaged obligation, identification of all tax-advantaged Marana Regular Council Meeting 03/07/2017 Page 280 of 298 obligations that must be monitored, identification of all facilities (or portions thereof) financed with proceeds of tax-advantaged obligations, familiarity with the requirements contained in the Tax Certificate or other operative documents contained in the transcript, and familiarity with the procedures that must be taken in order to correct noncompliance with the requirements of the Code in a timely manner. 5. Periodic Review. The Responsible Officer or other responsible person shall periodically review compliance with the Procedures and with the terms of the Tax Certificate to determine whether any violations have occurred so that such violations can be timely remedied through the "remedial action"regulations or the Voluntary Closing Agreement Program available through the Internal Revenue Service ("IRS") (or successor guidance). Such periodic review shall occur at least annually. 6. Change in Terms. If any changes to the terms of the tax-advantaged obligations are contemplated, bond counsel should be consulted. Such modifications could jeopardize the status of tax-advantaged obligations. B. IRS INFORMATION RETURN FILING. The Responsible Officer will confirm that bond counsel has filed the applicable information reports (such as Form 8038-G) for such issue with the IRS on a timely basis, and maintain copies of such form including evidence of timely filing as part of the transcript of the issue. The Responsible Officer shall file the IRS From 8038-T relating to the payment of rebate or yield reduction payments in a timely manner as discussed in Section G.12. below. The Responsible Officer shall also monitor the extent to which the Issuer is eligible to receive a refund of prior rebate payments and provide for the timely filing for such refunds using an IRS Form 8038-R. C. USE OF PROCEEDS. The Responsible Officer or other responsible person shall: 1. Consistent Accounting Procedures. Maintain or confirm maintenance of clear and consistent accounting procedures for tracking the investment and expenditures of proceeds, including investment earnings on proceeds. 2. Reimbursement Allocations at Closing. At or shortly after closing of an issue, ensure that any allocations for reimbursement expenditures comply with the Tax Certificate. 3. Timely Expenditure of Proceeds. Monitor that sale proceeds and investment earnings on sale proceeds of tax-advantaged obligations are spent in a timely fashion consistent with the requirements of the Tax Certificate. 4. Requisitions. Utilize or confirm the utilization of requisitions to draw down proceeds, and ensure that each requisition contains (or has attached to it) detailed information in order to establish when and how proceeds were spent; review requisitions carefully before submission to ensure proper use of proceeds to minimize the need for reallocations. 2 Marana Regular Council Meeting 03/07/2017 Page 281 of 298 5. Final Allocation. Ensure that a final allocation of proceeds (including investment earnings) to qualifying expenditures is made if proceeds are to be allocated to project expenditures on a basis other than "direct tracing" (direct tracing means treating the proceeds as spent as shown in the accounting records for draws and project expenditures). An allocation other than on the basis of"direct tracing" is often made to reduce the private business use of bond proceeds that would otherwise result from "direct tracing" of proceeds to project expenditures. This allocation must be made within 18 months after the later of the date the expenditure was made or the date the project was placed in service, but not later than five years and 60 days after the date the tax-advantaged obligations are issued (or 60 days after the issue is retired, if earlier). Bond counsel can assist with the final allocation of proceeds to project costs. Maintain a copy of the final allocation in the records for the tax-advantaged obligation. 6. Maintenance and Retention of Records Relating to Proceeds. Maintain or confirm the maintenance of careful records of all project and other costs (e.g., costs of issuance, credit enhancement and capitalized interest) and uses (e.g., deposits to a reserve fund) for which proceeds were spent or used. These records should be maintained separately for each issue of tax-advantaged obligations for the period indicated under Section H. below. D. MONITORING PRIVATE BUSINESS USE. The Responsible Officer or other responsible person shall: 1. Identify Financed Facilities. Identify or "map"which outstanding issues financed which facilities and in what amounts. 2. Review of Contracts with Private Persons. Review all of the following contracts or arrangements with non-governmental persons or organizations or the federal government (collectively referred to as "private persons") with respect to the financed facilities which could result in private business use of the facilities: a. Sales of financed facilities; b. Leases of financed facilities; C. Management or service contracts relating to financed facilities; d. Research contracts under which a private person sponsors research in financed facilities; and e. Any other contracts involving "special legal entitlements" (such as naming rights or exclusive provider arrangements) granted to a private person with respect to financed facilities. 3. Bond Counsel Review of New Contracts or Amendments. Before amending an existing agreement with a private person or entering into any new lease, management, service, or research agreement with a private person, consult bond 3 Marana Regular Council Meeting 03/07/2017 Page 282 of 298 counsel to review such amendment or agreement to determine whether it results in private business use. 4. Establish Procedures to Ensure Proper Use and Ownership. Establish procedures to ensure that financed facilities are not used for private use without written approval of the Responsible Officer or other responsible person. 5. Analyze Use. Analyze any private business use of financed facilities and, for each issue of tax-advantaged obligations, determine whether the 10 percent limit on private business use (5 percent in the case of"unrelated or disproportionate" private business use) is exceeded, and contact bond counsel or other tax advisors if either of these limits appears to be exceeded. 6. Remediation if Limits Exceeded. If it appears that private business use limits are exceeded, immediately consult with bond counsel to determine if a remedial action is required with respect to nonqualified tax-advantaged obligations of the issue or if the IRS should be contacted under its Voluntary Closing Agreement Program. If tax-advantaged obligations are required to be redeemed or defeased in order to comply with remedial action rules, such redemption or defeasance must occur within 90 days of the date a deliberate action is taken that results in a violation of the private business use limits. 7. Maintenance and Retention of Records Relating to Private Use. Retain copies of all of the above contracts or arrangements (or, if no written contract exists, detailed records of the contracts or arrangements) with private persons for the period indicated under Section H. below. E. LOAN OF BOND PROCEEDS. Consult bond counsel if a loan of proceeds of tax- advantaged obligations is contemplated. If proceeds of tax-advantaged obligations are permitted under the Code to be loaned to other entities and are in fact so loaned, require that the entities receiving a loan of proceeds institute policies and procedures similar to the Procedures to ensure that the proceeds of the loan and the facilities financed with proceeds of the loan comply with the limitations provided in the Code. Require the recipients of such loans to annually report to the Issuer ongoing compliance with the Procedures and the requirements of the Code. F. ARBITRAGE AND REBATE COMPLIANCE. The Responsible Officer or other responsible person shall: 1. Review Tax Certificate. Review each Tax Certificate to understand the specific requirements that are applicable to each tax-advantaged obligation issue. 2. Arbitrage Yield. Record the arbitrage yield of the issue, as shown on IRS Form 8038-G or other applicable form. If the tax-advantaged obligations are variable rate, yield must be determined on an ongoing basis over the life of the tax- advantaged obligations as described in the Tax Certificate. 4 Marana Regular Council Meeting 03/07/2017 Page 283 of 298 3. Temporary Periods. Review the Tax Certificate to determine the "temporary periods" for each issue, which are the periods during which proceeds of tax- advantaged obligations may be invested without yield restriction. 4. Post-Temporary Period Investments. Ensure that any investment of proceeds after applicable temporary periods is at a yield that does not exceed the applicable yield, unless yield reduction payments can be made pursuant to the Tax Certificate. 5. Monitor Temporary Period Compliance. Monitor that proceeds (including investment earnings) are expended promptly after the tax-advantaged obligations are issued in accordance with the expectations for satisfaction of three-year or five-year temporary periods for investment of proceeds and to avoid "hedge bond" status. 6. Monitor Yield Restriction Limitations. Identify situations in which compliance with applicable yield restrictions depends upon later investments (e.g., the purchase of 0 percent State and Local Government Securities from the U.S. Treasury for an advance refunding escrow). Monitor and verify that these purchases are made as contemplated. 7. Establish Fair Market Value of Investments. Ensure that investments acquired with proceeds satisfy IRS regulatory safe harbors for establishing fair market value (e.g., through the use of bidding procedures), and maintaining records to demonstrate satisfaction of such safe harbors. Consult the Tax Certificate for a description of applicable rules. 8. Credit Enhancement, Hed iinng and Sinkina Funds. Consult with bond counsel before engaging in credit enhancement or hedging transactions relating to an issue, and before creating separate funds that are reasonably expected to be used to pay debt service. Maintain copies of all contracts and certificates relating to credit enhancement and hedging transactions that are entered into relating to an issue. 9. Grants/Donations to Governmental Entities. Before beginning a capital campaign or grant application that may result in gifts that are restricted to financed projects (or, in the absence of such a campaign, upon the receipt of such restricted gifts), consult bond counsel to determine whether replacement proceeds may result that are required to be yield restricted. 10. Bona Fide Debt Service Fund. Even after all proceeds of a given issue have been spent, ensure that debt service funds, if any, meet the requirements of a"bona fide debt service fund," i.e., one used primarily to achieve a proper matching of revenues with debt service that is depleted at least once each bond year, except for a reasonable carryover amount not to exceed the greater of: (i) the earnings on the fund for the immediately preceding bond year; or (ii) one-twelfth of the debt service on the issue for the immediately preceding bond year. To the extent that a 5 Marana Regular Council Meeting 03/07/2017 Page 284 of 298 debt service fund qualifies as a bona fide debt service fund for a given bond year, the investment of amounts held in that fund is not subject to yield restriction for that year. 11. Debt Service Reserve Funds. Ensure that amounts invested in reasonably required debt service reserve funds, if any, do not exceed the least of: (i) 10 percent of the stated principal amount of the tax-advantaged obligations (or the sale proceeds of the issue if the issue has original issue discount or original issue premium that exceeds 2 percent of the stated principal amount of the issue plus, in the case of premium, reasonable underwriter's compensation); (ii) maximum annual debt service on the issue; or (iii) 125% of average annual debt service on the issue. 12. Rebate and Yield Reduction Payment Compliance. Review the arbitrage rebate covenants contained in the Tax Certificate. Subject to certain rebate exceptions described below, investment earnings on proceeds at a yield in excess of the yield (i.e., positive arbitrage) generally must be rebated to the U.S. Treasury, even if a temporary period exception from yield restriction allowed the earning of positive arbitrage. a. Ensure that rebate and yield reduction payment calculations will be timely performed and payment of such amounts, if any, will be timely made. Such payments are generally due 60 days after the fifth anniversary of the date of issue, then in succeeding installments every five years. The final rebate payment for an issue is due 60 days after retirement of the last obligation of the issue. The Issuer should hire a rebate consultant if necessary. b. Review the rebate section of the Tax Certificate to determine whether the "small issuer"rebate exception applies to the issue. C. If the 6-month, 18-month, or 24-month spending exceptions from the rebate requirement (as described in the Tax Certificate) may apply to the tax-advantaged obligations, ensure that the spending of proceeds is monitored prior to semiannual spending dates for the applicable exception. d. Make rebate and yield reduction payments and file Form 8038-T in a timely manner. e. Even after all other proceeds of a given issue have been spent, ensure compliance with rebate requirements for any debt service reserve fund and any debt service fund that is not exempt from the rebate requirement (see the Arbitrage Rebate covenants contained in the Tax Certificate). 13. Maintenance and Retention of Arbitrage and Rebate Records. Maintain records of investments and expenditures of proceeds, rebate exception analyses, rebate calculations, Forms 8038-T, and rebate and yield reduction payments, and any 6 Marana Regular Council Meeting 03/07/2017 Page 285 of 298 other records relevant to compliance with the arbitrage restrictions for the period indicated in Section H. below. G. RECORD RETENTION. The Responsible Officer or other responsible person shall ensure that for each issue of obligations, the transcript and all records and documents described in these Procedures will be maintained while any of the obligations are outstanding and during the three-year period following the final maturity or redemption of that issue, or if the obligations are refunded (or re-refunded), while any of the refunding obligations are outstanding and during the three-year period following the final maturity or redemption of the refunding obligations. 7 Marana Regular Council Meeting 03/07/2017 Page 286 of 298 ATTACHMENT I TO WRITTEN PROCEDURES REMEDIAL ACTION PROCEDURES Capitalized terms used herein but not defined have the meaning assigned thereto in Section 5 below and in the Written Policies and Procedures for Tax-Advantaged Obligations to which these Remedial Action Procedures are attached. This attachment describes written procedures that may be required to be taken by, or on behalf of, an issuer of Obligations. 1. Background. The maintenance of the tax status of the Obligations (e.g., as tax- exempt obligations under federal tax law) depends on the compliance with the requirements set forth in the Internal Revenue Code of 1986, as amended (the "Code"). The purpose of this attachment is to set forth written procedures to be used in the event that any deliberate actions are taken that are not in compliance with the tax requirements of the Code (each, a "Deliberate Action') with respect to the Obligations, the proceeds thereof, or the property financed or refinanced by the Obligations (the "Financed Property'). 2. Consultation with bond counsel. If a Deliberate Action is taken with respect to the Obligations and the Financed Property subsequent to the issuance or execution and delivery of the Obligations, then the Issuer must consult with Greenberg Traurig, LLP or other nationally recognized bond counsel ("bond counsel") regarding permissible Remedial Actions that may be taken to remediate the effect of any such Deliberate Action upon the federal tax status of the Obligations. Note that remedial actions or corrective actions other than those described in this attachment may be available with respect to the Obligations and the Financed Property, including remedial actions or corrective actions that may be permitted by the Commissioner through the voluntary closing agreement programs (VCAP) provided by the Internal Revenue Service from time to time. 3. Conditions to Availability of Remedial Actions. None of the Remedial Actions described in this attachment are available to remediate the effect of any Deliberate Action with respect to the Obligations and the Financed Property unless the following conditions have been satisfied and unless bond counsel advises otherwise: (a) The issuer of the Obligations reasonably expected on the date the Obligations were originally issued or executed and delivered that the Obligations would meet neither the Private Business Tests nor the Private Loan Financing Test of Section 141 of the Code and the Treasury Regulations thereunder for the entire term of the Obligations (such expectations may be based on the representations and expectations of the applicable conduit borrower, if there is one); (b) The weighted average maturity of the Obligations did not, as of such date, exceed 120 percent of the Average Economic Life of the Financed Property; (c) Unless otherwise excepted under the Treasury Regulations, the Issuer delivers a certificate, instrument, or other written records satisfactory to bond counsel demonstrating that the terms of the arrangement pursuant to which the Deliberate Action 8 Marana Regular Council Meeting 03/07/2017 Page 287 of 298 is taken is bona fide and arm's-length, and that the non-exempt Person using either the Financed Property or the proceeds of the Obligations as a result of the relevant Deliberate Action will pay fair market value for the use thereof; (d) Any disposition must be made at fair market value and any Disposition Proceeds actually or constructively received by the Issuer as a result of the Deliberate Action must be treated as gross proceeds of the Obligations and may not be invested in obligations bearing a yield in excess of the yield on the Obligations subsequent to the date of the Deliberate Action; and (e) Proceeds of the Obligations affected by the Remedial Action must have been allocated to expenditures for the Financed Property or other allowable governmental purposes before the date on which the Deliberate Action occurs (except to the extent that redemption or defeasance, if permitted, is undertaken, as further described in Section 4(A) below). 4. Types of Remedial Action. Subject to the conditions described above, and only if the Issuer obtains an opinion of bond counsel prior to taking any of the actions below to the effect that such actions will not affect the federal tax status of the Obligations, the following types of Remedial Actions may be available to remediate a Deliberate Action subsequent to the issuance of the Obligations: (a) Redemption or Defeasance of Obli ations. (i) If the Deliberate Action causing either the Private Business Use Test or the Private Loan Financing Test to be satisfied consists of a fair market value disposition of any portion of the Financed Property exclusively for cash, then the Issuer may allocate the Disposition Proceeds to the redemption of Nonqualified Obligations pro rata across all of the then-outstanding maturities of the Obligations at the earliest call date of such maturities of the Obligations after the taking of the Deliberate Action. If any of the maturities of the Obligations outstanding at the time of the taking of the Deliberate Action are not callable within 90 days of the date of the Deliberate Action, the Issuer may (subject generally to the limitations described in (iii) below) allocate the Disposition Proceeds to the establishment of a Defeasance Escrow for any such maturities of the Obligations within 90 days of the taking of such Deliberate Action. (ii) If the Deliberate Action consists of a fair market value disposition of any portion of the Financed Property for other than exclusively cash, then the Issuer may use any funds (other than proceeds of the Obligations or proceeds of any obligation the interest on which is excludable from the gross income of the registered owners thereof for federal income tax purposes) for the redemption of all Nonqualified Obligations within 90 days of the date that such Deliberate Action was taken. In the event that insufficient maturities of the Obligations are callable by the date which is within 90 days after the date of the Deliberate Action, then such funds may be used for the establishment of a Defeasance Escrow within 90 days of the date of the Deliberate Action for all of the 9 Marana Regular Council Meeting 03/07/2017 Page 288 of 298 maturities of the Nonqualified Obligations not callable within 90 days of the date of the Deliberate Action. (iii) If a Defeasance Escrow is established for any maturities of Nonqualified Obligations that are not callable within 90 days of the date of the Deliberate Action, written notice must be provided to the Commissioner of Internal Revenue Service at the times and places as may be specified by applicable regulations, rulings, or other guidance issued by the Department of the Treasury or the Internal Revenue Service. Note that the ability to create a Defeasance Escrow applies only if the Obligations to be defeased and redeemed all mature or are callable within ten and one-half (10.5) years of the date the Obligations are originally issued or executed and delivered. If the Obligations are not callable within ten and one-half years, and none of the other remedial actions described below are applicable, the remainder of this attachment is for general information only, and bond counsel must be contacted to discuss other available options. (b) Alternative Use of Disposition Proceeds. Use of any Disposition Proceeds in accordance with the following requirements may be treated as a Remedial Action with respect to the Obligations: (i) the Deliberate Action consists of a disposition of all or any portion of the Financed Property for not less than the fair market value thereof for cash; (ii) the Issuer reasonably expects to expend the Disposition Proceeds resulting from the Deliberate Action within two years of the date of the Deliberate Action; (iii) the Disposition Proceeds are treated as Proceeds of the Obligations for purposes of Section 141 of the Code and the Regulations thereunder, and the use of the Disposition Proceeds in the manner in which such Disposition Proceeds are in fact so used would not cause the Disposition Proceeds to satisfy the Private Activity Bond Tests; (iv) no action is taken after the date of the Deliberate Action to cause the Private Activity Bond Tests to be satisfied with respect to the Obligations, the Financed Property, or the Disposition Proceeds (other than any such use that may be permitted in accordance with the Treasury Regulations); (v) Disposition Proceeds used in a manner that satisfies the Private Activity Bond Tests or that are not expended within two years of the date of the Deliberate Action must be used to redeem or defease Nonqualified Obligations in accordance with the requirements set forth in Section 4(a) hereof; and (c) Alternative Use of Financed Property. The Issuer may be considered to have taken sufficient Remedial Actions to cause the Obligations to continue their applicable treatment under federal tax law if, subsequent to taking any Deliberate Action with respect to all or any portion of the Financed Property: 10 Marana Regular Council Meeting 03/07/2017 Page 289 of 298 (i) the portion of the Financed Property subject to the Deliberate Action is used for a purpose that would be permitted for qualified tax-exempt obligations; (ii) the disposition of the portion of the Financed Property subject to the Deliberate Action is not financed by a person acquiring the Financed Property with proceeds of any obligation the interest on which is exempt from the gross income of the registered owners thereof under Section 103 of the Code for purposes of federal income taxation or an obligation described in Sections 54A- 54F, 54AA, or 6431 of the Code; and (iii) any Disposition Proceeds other than those arising from an agreement to provide services (including Disposition Proceeds arising from an installment sale) resulting from the Deliberate Action are used to pay the debt service on the Obligations on the next available payment date or, within 90 days of receipt thereof, are deposited into an escrow that is restricted as to the investment thereof to the yield on the Obligations to pay debt service on the Obligations on the next available payment date. Absent an opinion of bond counsel, no Remedial Actions are available to remediate the satisfaction of the Private Security or Payment Test regarding the same with respect to the Obligations. Nothing herein is intended to prohibit Remedial Actions not described herein that may become available subsequent to the date the Obligations are originally issued or executed and delivered to remediate the effect of a Deliberate Action taken with respect to the Obligations, the proceeds thereof or the Financed Property. 5. Additional Defined Terms. For purposes of this attachment, the following terms have the following meanings: "Commissioner" means the Commissioner of Internal Revenue, including any successor person or body. "Defeasance Escrow" means an irrevocable escrow established to redeem obligations on their earliest call date in an amount that, together with investment earnings thereon, is sufficient to pay the entire principal of, and interest and call premium on, obligations from the date the escrow is established to the earliest call date. A Defeasance Escrow may not be invested in higher yielding investments or in any investment under which the obligor is a user of the proceeds of the obligations. "Deliberate Action" means any action, occurrence, or omission by the Issuer (or, if applicable, by a conduit borrower) that is within the control of the Issuer (or, if applicable, by such conduit borrower) that causes either (1) the Private Business Use Test to be satisfied with respect to the Obligations or the Financed Property (without regard to the Private Security or Payment Test), or (2) the Private Loan Financing Test to be satisfied with respect to the Obligations or the proceeds thereof. An action, occurrence, or omission is not a Deliberate Action if (1) the action, occurrence, or omission would be treated as an involuntary or 11 Marana Regular Council Meeting 03/07/2017 Page 290 of 298 compulsory conversion under Section 1033 of the Code, or (2) the action, occurrence, or omission is in response to a regulatory directive made by the government of the United States. "Disposition Proceeds" means any amounts (including property, such as an agreement to provide services) derived from the sale, exchange, or other disposition of property (other than Investments) financed with the proceeds of the Obligations. "Nonqual ified Obligations" means that portion of the Obligations outstanding at the time of a Deliberate Action in an amount that, if the outstanding Obligations were issued or executed and delivered on the date on which the Deliberate Action occurs, the outstanding Obligations would not satisfy the Private Business Use Test or the Private Loan Financing Test, as applicable. For this purpose, the amount of private business use is the greatest percentage of private business use in any one-year period commencing with the Deliberate Action. "Private Activity Bond Tests" means, collectively, the Private Business Use Test, the Private Security or Payment Test, and the Private Loan Financing Test. "Private Business Tests" means the Private Business Use Test and the Private Security or Payment Test. "Private Business Use Test"has the meaning set forth in Section 141(b)(1) of the Code. "Private Loan Financing Test"has the meaning set forth in Section 141(c) of the Code. "Private Security or Payment Test" has the meaning set forth in Section 141(b)(2) of the Code. "Remedial Action" means any of the applicable actions described in Section 4 hereof, or such other actions as may be prescribed from time to time by the Department of the Treasury or the Internal Revenue Service, which generally have the effect of rectifying noncompliance by the Issuer with certain provisions of Section 141 of the Code and the Regulations thereunder and are undertaken by the Issuer to maintain the federal tax status of the Obligations. 6. Change in Law. This attachment is based on law in effect as of this date. Statutory or regulatory changes, including but not limited to clarifying Treasury Regulations, may affect the matters set forth in this attachment. 332398397.1 12 Marana Regular Council Meeting 03/07/2017 Page 291 of 298 DRAFT 03/02/17 PROCEDURES FOR COMPLIANCE WITH OBLIGATIONS UNDER CONTINUING DISCLOSURE UNDERTAKINGS These Procedures for Compliance with Obligations under Continuing Disclosure Undertakings (these "Procedures") are established as of March 7, 2017, and set forth specific procedures of the Town of Marana, Arizona (the "Issuer"), designed to assist in compliance with applicable requirements set forth in undertakings ("Continuing Disclosure Undertakings") providing for ongoing disclosure in connection with the offering of obligations to investors for obligations (whether or not tax-exempt/tax-advantaged) subject to the continuing disclosure requirements of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934. These Procedures document practices and describe various procedures for preparing and disseminating related reports and information and reporting "listed events" for the benefit of the holders of the Issuer's obligations and to assist the Participating Underwriters (within the meaning of the Rule) in complying with the Rule and the Continuing Disclosure Undertaking. The Issuer recognizes that compliance with pertinent law is an ongoing process; necessary during the entire term of any obligations issued by the Issuer, and is an integral component of the Issuer's debt management. Accordingly, implementation of these Procedures will require ongoing monitoring and consultation with bond counsel and the Issuer's accountants and advisors. General Policies and Procedures The following policies relate to procedures and systems for monitoring post-issuance compliance generally. 1. The Deputy Finance Director of the Issuer (the "Compliance Officer") shall be responsible for monitoring post-issuance compliance issues. 2. The Compliance Officer will coordinate procedures for record retention and review of such records. 3. All documents and other records relating to obligations issued by the Issuer shall be maintained by or at the direction of the Compliance Officer. 4. The Compliance Officer will review post-issuance compliance procedures and systems on a periodic basis, but not less than annually. 5. The Compliance Officer will review the annual information required to be filed pursuant to each Continuing Disclosure Undertaking. Marana Regular Council Meeting 03/07/2017 Page 292 of 298 Continuing Disclosure Under the provisions of the Rule, Participating Underwriters are required to reasonably determine that issuers (such as the Issuer) have entered into written Continuing Disclosure Undertakings to make ongoing disclosure in connection with offerings of obligations to investors subject to the Rule. Unless the Issuer is exempt from compliance with the Rule or the continuing disclosure provisions of the Rule as a result of certain permitted exemptions, a Continuing Disclosure Undertaking executed by the Issuer will be required. In order to monitor compliance by the Issuer with its Continuing Disclosure Undertakings, the Compliance Officer will take the actions listed below, if and as required by such Continuing Disclosure Undertakings. The Compliance Officer may coordinate with staff, and may engage a dissemination agent, counsel, and/or other professionals to assist in discharging the Compliance Officer's duties under these Procedures as the Compliance Officer deems necessary. A. Compilation of Currently Effective Continuing Disclosure Undertakings The Compliance Officer shall compile and maintain a set of all currently effective Continuing Disclosure Undertakings of the Issuer. Such agreements are included in the transcript of proceedings for the Issuer's respective obligation issue. Continuing Disclosure Undertakings are "Currently Effective" for purposes of these Procedures (and hence shall be included in the set of Currently Effective Continuing Disclosure Undertakings) for so long as the obligations to which they relate are outstanding. As obligations are completely repaid or redeemed, the Compliance Officer shall remove the related Continuing Disclosure Undertakings from the set of Currently Effective Continuing Disclosure Undertakings. B. Annual Review and Annual Reporting Requirements The Compliance Officer shall ensure that all necessary financial statements, financial information and operating data is filed in the manner and by the filing dates set forth in the Currently Effective Continuing Disclosure Undertakings. The Compliance Officer shall review the set of Currently Effective Continuing Disclosure Undertakings annually, prior to each annual filing, keeping in mind: • The financial information and operating data required to be reported under a particular Continuing Disclosure Undertaking may differ from the financial information and operating data required to be reported under another Continuing Disclosure Undertaking; and • The timing requirements for reporting under a particular Continuing Disclosure Undertaking may differ from the timing requirements for filing under another Continuing Disclosure Undertaking. 2 Marana Regular Council Meeting 03/07/2017 Page 293 of 298 C. Calendar; EMMA Notification System The Compliance Officer shall keep a calendar of all pertinent filing dates required under the Issuer's Currently Effective Continuing Disclosure Undertakings. The Compliance Officer shall also subscribe to notification services made available through the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board. D. Annual Review of Prior Filings As part of the annual review process, the Compliance Officer shall also review prior filings made within the past five years subsequent to the last such review of prior filings. If the Compliance Officer discovers any late or missing filings, the Compliance Officer (after discussing the circumstances with the Issuer's dissemination agent, counsel or other agents as necessary) shall file the missing information. E. Monitoring of Listed events The Compliance Officer shall monitor the occurrence of any of the following events and/or other events set forth in the Currently Effective Continuing Disclosure Undertakings and shall provide notice of the same in the required manner and by the relevant reporting deadline (generally within 10 days of the occurrence): • Principal and interest payment delinquencies; • Non-payment related defaults, if material; • Unscheduled draws on debt service reserves reflecting financial difficulties; • Unscheduled draws on credit enhancements reflecting financial difficulties; • Substitution of credit or liquidity providers, or their failure to perform; • Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Issuer's obligations, or other material events affecting the tax status of the Issuer's obligations; • Modification to rights of holders of the Issuer's obligations, if material; • Calls of the Issuer's obligations, if material, and tender offers; • Defeasances of the Issuer's obligations; • Release, substitution or sale of property securing repayment of the Issuer's obligations, if material; • Rating changes; 3 Marana Regular Council Meeting 03/07/2017 Page 294 of 298 • Bankruptcy, insolvency, receivership or similar event of the Issuer; • The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and • Appointment of a successor or additional trustee or the change of name of a trustee, if material. F. Review of Official Statements The Compliance Officer shall review drafts of any offering document for a new offering of obligations, with assistance from its dissemination agent, counsel or other agents of the Issuer as necessary, and shall determine that the offering document accurately and completely describes the Issuer's continuing disclosure compliance history within the five years prior to the date of the respective Official Statement. This compliance review is not meant to limit the Issuer's other reviews of or diligence procedures relating to its offering documents. G. Record Retention The Compliance Officer shall retain documentation evidencing the Issuer's annual reviews and its reviews of offering documents in connection with new offerings as set forth above. This Issuer shall retain this documentation, for each Continuing Disclosure Undertaking, for the period that the related obligations are outstanding. H. Annual Review Checklist The Compliance Officer may (or may not) choose to use and retain the attached Annual Review Checklist to assist in implementing these Procedures. CONTINUING DISCLOSURE ANNUAL REVIEW CHECKLIST 1. Fiscal Year Ending: 2. Compliance Officer: 3. Checklist Completion Date: 4 Marana Regular Council Meeting 03/07/2017 Page 295 of 298 4. Obligations for which there are Currently Effective Continuing Disclosure Undertakings -Attach Agreements: $ , , dated 120 $ , , dated 120 $ , , dated 120 $ , , dated 120 $ , , dated 120 $ , , dated 120 $ , , dated 120 5. Have any new Obligations subject to Continuing Disclosure Been Issued this Year? No Yes (Add Agreement to Currently Effective Continuing Disclosure Undertakings) If Yes, did the Compliance Officer review the Offering Document's Description of the Issuer's Continuing Disclosure Compliance History within the Prior 5 Years? Circle: Y/N (If N, review and discuss any issues with counsel.) 6. Have any Obligations subject to Continuing Disclosure Been Completely Paid or Redeemed this Year? No Yes (Remove Agreement from Currently Effective Continuing Disclosure Undertakings) 7. (a) Has the Compliance Officer Reviewed the Annual Continuing Disclosure Filing to Ensure that all Necessary Financial Statements, Financial Information and Operating Data is Included? Yes No (Compliance Officer must review the Annual Continuing Disclosure Filing) 5 Marana Regular Council Meeting 03/07/2017 Page 296 of 298 (b) For purposes of this review,please keep in mind: Checked? Different Continuing Disclosure Undertakings may require different information Y/N to be file (so check each one) Different Continuing Disclosure Undertakings may have different filing timing Y/N requirements (so check each one). Have any of the Following Events Occurred this Year? Event Circle 1. Principal and interest payment delinquencies Y/N 2. Non-payment related defaults, if material Y/N 3. Unscheduled draws on debt service reserves reflecting financial difficulties Y/N 4. Unscheduled draws on credit enhancements reflecting financial difficulties Y/N 5. Substitution of credit or liquidity providers, or their failure to perform Y/N 6. Adverse tax opinions, the issuance by the Internal Revenue Service of Y/N proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Issuer's obligations, or other material events affecting the tax status of the Issuer's obligations 7. Modification to rights of holders of the Issuer's obligations, if material Y/N 8. Calls of the Issuer's obligations, if material, and tender offers Y/N 9. Defeasances of the Issuer's obligations Y/N 10. Release, substitution or sale of property securing repayment of the Issuer's Y/N obligations, if material 11. Rating changes Y/N 12. Bankruptcy, insolvency, receivership or similar event of the Issuer Y/N 13. The consummation of a merger, consolidation, or acquisition involving the Y/N Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material 14. Appointment of a successor or additional trustee or the change of name of a Y/N trustee, if material 6 Marana Regular Council Meeting 03/07/2017 Page 297 of 298 If any such Event Occurred, was Proper Notice Provided? Yes No (Call your dissemination agent or counsel immediately to discuss) N/A Has the Issuer Retained a Dissemination Agent? (i.e., a Paid Third Party that Assists with Filings) Yes: Name/Contact: No 332398398.1 7 Marana Regular Council Meeting 03/07/2017 Page 298 of 298