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HomeMy WebLinkAboutResolution 2017-045 Refunding of remaining portions of the Tangerine Farms Road Improvement District RESOLUTION NO. 2017-045 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, (1) PROVIDING FOR THE SALE AND ISSUANCE OF TOWN OF MARANA, ARIZONA TANGERINE FARMS ROAD IMPROVEMENT DISTRICT IMPROVEMENT REFUNDING BONDS AND AN APPLICABLE PAYMENT AMOUNT OF SUPPLEMENTAL INTEREST CERTIFI- CATES WITH RESPECT THERETO; (2) PRESCRIBING CERTAIN TERMS .AND CONDITIONS OF THE BONDS, THE CERTIFICATES AND BONDS TO BE REFUNDED WITH THE PROCEEDS OF THE SALE THEREOF INCLUDING THE DELEGATION TO THE MANAGER OF THE TOWN OF MARANA, ARIZONA, OF THE AUTHORITY TO DESIGNATE THE FINAL PRINCIPAL AND PAYMENT AMOUNTS, MATURITY AND PAYMENT DATES, INTEREST RATE AND YIELD AND OTHER MATTERS WITH RESPECT TO THE BONDS AND THE CERTIFICATES; (3) MAKING CERTAIN FINDINGS, CER- TIFICATIONS AND COVENANTS WITH RESPECT TO THE BONDS; (4) DELEGATING TO SUCH MANAGER THE AUTHORITY TO ACCEPT A PROPOSAL FOR THE PLACEMENT OF THE BONDS AND THE CERTIFICATES, APPROVING A PLACEMENT AGENT AGREEMENT WITH RESPECT TO SUCH PROPOSAL AND AUTHORIZING THE MAYOR OR VICE MAYOR OF THE TOWN TO EXECUTE AND DELIVER SUCH AGREEMENT; (5) RATIFYING ALL ACTIONS TAKEN TO FURTHER THIS RESOLUTION AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION AND (6) DECLARING AN EMERGENCY WHEREAS, on June 6, 2006, the Mayor and Common Council of the Town. of Marana, Arizona (the "Town" ) ,, passed and adopted Resolution No. 2406-75 (the "Resolution of Intention" ) which declared its intention to provide the "Work" defined in the Resolution of Intention, determined that improvement bonds be issued and sold to represent the costs and expenses thereof (the "Bonds to be Refunded" ) and declared the Work to be of more than local or ordinary public benefit and that the costs and expenses thereof be assessed upon a certain district, provided that the Work be performed under the provisions of Title 48, Chapter 4, Article 2 , Arizona Revised Statutes, the Work, the district assessed (the "District" ) and the Bonds issued and sold being fully described in the Resolution of Intention to which reference is hereby made for such descriptions; and WHEREAS, a copy of the Resolution of Intention was pub- lished ubT- 1ished in the Daily Terri poria l, a newspaper generally circulated in the Town, as required by law; and WHEREAS, the Superintendent of Streets of the Town (the "Superintendent of Streets") caused to be posted along the line of the Work on the streets, alleys and rights-of--way to be improved., at not more than three hundred (300) feet apart, notices of the passage of the Resolution of Intention, said notices being headed in letters at least one (1) inch in height and stating the fact of the passage of the Resolution of Intention; and WHEREAS, within the fifteen (15) days since the date of the last publication of the Resolution of Intention and the completion of the posting of such notices, one protest against the Work and one objection to the extent of the District were filed with the Clerk of the Town during the time prescribed by law; and WHEREAS, as such, the furnishing of all labor, materials, transportation, services and equipment for the Work was ordered. by Resolution No. 2006-108 adopted on July 18, 2006 by the Magor and Common Council of the Town; and WHEREAS, upon completion of final plans and specifications for the Work (including any addendums with respect thereto, the "Final Plans and Specifications" ) and the filing thereof with the Clerk of the Town, sealed proposals were received pursuant to an "Advertisement for Bids and Notice of the Passage of the Resolution ordering .the Improvement and Inviting Sealed Proposals for the Work. For Town of Marana, Arizona Tangerine Farms Road Improvement District" (the "Notice" ) , which was duly published as provided by law, for the Work,; and WHEREAS, the proposal of Hunter contracting Co. (the "Con- tractor" ) was determined to be the lowest and best bid of a responsible bidder for the kind of material and specifications set forth in the Final Plans and Specifications at the unit prices named for the Work in such proposal on file in the Office of the clerk of the Town, and such proposal in all respects complied with the terms of the Notice; and WHEREAS, the total amount bid by the contractor for the Construction contract was $23 , 459, 459. 00 and the total amount of the costs (including for the construction contract) and the incidental expenses, before the addition of capitalized interest, as shown in the engineer' s official estimate, was $27, 577, 500 . 15; and. WHEREAS, on October 3 , 2006, the Magor and Council of the Town passed and adopted Resolution No. 2006-158 (the "Resolution Awarding contract" ) which awarded the contract for the Work (the "Construction Contract" ) to the contractor and provided that not more than $748, 357 . 26 would be contributed by the Town with respect to the Works and WHEREAS, MMEA. Psomas, the Engineers for the District, prepared and presented to the Mayor and Common Council of the Town duplicate diagrams of the property contained within the District 2 showing each separate lot, numbered consecutively, the approximate areas in square feet of each lot, and the location of the lot in relation to the Work (the "Diagram") , which were approved by the Mayor and Common Council of the Town by the Resolution Awarding Contract along with the method. of Assessment to be applied with respect to the Diagram (which the Mayor and Common Council of the Town hereby ratify and confirm, including the fact that the acquisition of certain property necessary with regard to the Work, the payment of the cost of certain of the Work on behalf of a property owner from whom certain of such property was necessary and a portion of the cost of the railroad underpass are to be assessed directly against property owned by the Town) ; and. WHEREAS, the Superintendent of Streets has heretofore entered into the Construction Contract with the Contractor whereby the Contractor agreed to construct the Work in accordance with the Final Plans and Specifications and its proposal; and WHEREAS, the Superintendent of Streets levied and recorded an assessment, indicating the several assessments imposed on the lots or parcels of land benefited by the Work in the District (the "Assessment") , and the Superintendent of Streets will execute, and the Mayor of the Town will countersign, a warrant to the Finance Director of the Town (the "Finance Director" ) to collect the Assessment; and WHEREAS, the Assessment and such warrant were returned by the Finance Director as prescribed by law; and WHEREAS, the certified, list of unpaid amounts with respect to the Assessment was filed with the Clerk of the Town by the Superintendent of Streets indicating the amount that is unpaid; and WHEREAS, the Mayor and Common Council of the Town sold and issued the Bonds to be Refunded in the aggregate principal amount of $25, 744, 000, payable from the Assessment and to provide for certain other matters related thereto; and WHEREAS, the Work has been done in accordance with the Plans and Specifications, and the costs of the Work as assessed and apportioned in the Assessment were in proportion to the benefits received by the lots and parcels of land upon which imposed; and. WHEREAS, pursuant to Title 48, Chapter 4, Article 2, Arizona Revised Statutes (the "Refunding Act") , bonds may be issued for the purpose of refunding any bonds issued pursuant to the Act, and WHEREAS, bonds may be issued pursuant to the Refunding Act only if the total amount of principal of and interest on the refunding bonds does not exceed the total amount of remaining principal of and interest on the Bonds to be Refunded; and WHEREAS, the Superintendent of Streets will file a modified assessment reflecting the reduction in the Assessment if such circum-- 3 stances can be met and the Bonds (as such term is hereinafter defined) are issued (the "Modified Assessment") ; and WHEREAS, the Mayor and Common Council of the Town have determined to sell and issue bonds, payable from the Modified Assessment if the circumstances described above can be met (the "Bonds") ; and WHEREAS, the Mayor and Common. Council of the Town have further determined to sell and issue certain supplemental interest certificates with respect to the Bonds (the "Certificates" ) ; and WHEREAS, the Mayor and Common Council of the Town will receive a proposal from Stifel, Nicolaus & Company, Incorporated (the "Placement Agent" ) , and has determined that the Bonds should be placed by the Placement Agent; and WHEREAS, the proceeds of the Bonds and the Certificates together with all or a portion of the amounts held in the debt service fund for payment of principal of and interest on the Bonds to be Refunded and other amounts lawfully available will be invested provided such investments and any reinvestment thereof will mature with interest so as to provide funds to pay the Bonds to be Refunded when due, or called for redemption, together with interest thereon and redemption premiums, if any, at maturity or on an available redemption date, and, for such purpose, such amounts and investments shall be deposited in trust with a national banking corporation or association that is authorized to do trust business in this state and that is a member of the Federal Deposit Insurance Corporation pursuant to a trust agreement with banking corporations or associations for the handling, safekeeping and administration of the amounts and investments that are derived from or contributed to, the refunding; and WHEREAS, the Mayor and Common Council of the Town desire to W authorize the sale and issuance and placement by the Placement Agent of the Bonds and the Certificates; (ii) delegate to the Manager of the Town the authority to determine certain of the terms of the Bonds and the Certificates and various other matters; (iii) prescribe the form of the Bonds and the Certificates and (iv) ratify and confirm all prior acts of the Mayor and Common Council of the Town, of the Clerk of the Town, of the Superintendent of Streets of the Town, and of the Finance Director of the Town with respect to the District; and WHEREAS, all things required to be done preliminary to the authorization and issuance of the Bonds and the Certificates have been duly done and performed in the manner required by law, and the Mayor and. Common Council of the Town are now empowered to proceed with the authorization of the sale and issuance of the Bonds and the Certifi- cates, NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MAR.ANA, ARIZONA, THAT: 4 Section 1 . (A) If the total amount of the principal of and interest on the Bonds (including the portion of the interest evidenced by the Certificates) will not exceed the total amount of remaining principal of and interest on the Bonds to be Refunded, the Bonds, to be designated 11Town of Marana, Arizona Tangerine Farms Road. Improvement District Improvement Refunding Bonds, " and the certificates to be designated as "Supplemental Interest Certificates" , are authorized to be placed and issued by the Town pursuant to, and in accordance with, the provisions of the Refunding Act and this Resolution to provide funds for the purposes set forth herein, the interest evidenced by the Bonds as issued being designated as "All interest and the interest evidenced by the Certificates as issued being designated as 11B11 interest, all in accordance with this Resolution and applicable law. (Unless specified or unless the context otherwise requires, all references herein to "interest on the Bonds11 shall be deemed to include interest designated as both "All and "B" interest on the Bonds, the interest designated as "B" interest being evidenced by the Certificates . ) (B) The Manager of the Town is hereby authorized and directed to determine on behalf of the Town: (1) the denominations of the Bonds and the Certificates; (2) the dated date and total principal and payment amounts of the Bonds and. the Certificates; (3) the final principal and maturity date and payment and payment date schedules of the Bonds and the Certificates; (4) the interest rate of the Bonds and the interest accrual period and approximate yield with respect to the payment date for the Certificates and the dates for payment of such interest (the "interest payment dates" ) ; (5) the provisions for redemption in advance of maturity of the Bonds and the Bonds to be Refunded; (6) the sales price and sales terms of the Bonds and. the Certificates (including for original issue discount) and (7) the provision for credit enhancement, if any, for the Bonds and the Certificates; provided, however, that such determinations must result in a net present value savings, net of all cots of issuance, in an amount of not less than three percent (3 a} of the principal amount of the Bonds to be Refunded. Notwithstanding any provisions hereof to the contrary, the Manager of the Town is hereby authorized, if necessary in connection with the placement of the Bonds on the most attractive terms, to determine on behalf of the Town serial maturities for the Bonds and associated principal amounts and rates per annum. (C) (1) The Bonds shall bear interest designated as "All interest at the per annum rate determined as described hereinabove from their date to the maturity or prior redemption of each Bond., payable on the interest payment dates. The Bonds shall be issued in the denominations of principal amount determined as provided herein due on a specific maturity date or integral multiples thereof and only in fully registered form and be numbered., by maturity, from 11 1 ll consecutively upwards . (2) In addition to such interest designated as "All interest, the Bonds shall bear supplemental interest designated as "B" interest evidenced by the Certificates which shall be owned, 5 transferred, and presented for payment separately from the Bonds and shall evidence that portion of interest designated. as "B" interest on the Bonds coming due for the interest accrual period specified above which the registered owners thereof are entitled to receive. The Certificates shall be issued in the denomination of $1, 000 of interest designated as "B" interest due on the "B" interest payment date or integral multiples thereof and. only in fully registered form. (D) The Finance Director of the Town will act as "Bond Registrar and Paying Agent" with respect to the Bonds and the Certificates. The Bond. Registrar and. Paying Agent shall maintain the books of the Town for the registration of ownership of each Bond and each Certificate . A Bond or a certificate may be transferred on the registration books upon delivery of the Bond or the Certificate to the Bond Registrar and Paying Agent, accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar and Paying Agent, duly executed by the registered owner of the Bond or the certificate to be transferred or the attorney--in- fact or legal representative thereof, containing written instructions as to the details of the transfer of such Bond or Certificate . No transfer of any Bond or Certificate shall be effective unti1 entered on the registration books. (E) The final payment of principal of and premium, if any, on the Bonds shall be payable upon presentation and surrender thereof to the Bond Registrar and Paying Agent . The interest designated as "B" interest evidenced by the Certificates shall be payable upon presentation and surrender to the Bond Registrar and Paying Agent . Principal of and premium, if any, and interest on the Bonds shall otherwise be payable by wire transfer to the registered owner thereof, as shown on the registration books for the Bonds maintained by the Bond Registrar and Paying Agent to the account appearing therein at the close of business on the 15th day of the calendar month next preceding that payment date . The principal of and premium, if any, or interest on the Bonds and interest evidenced by the Certificates shall be payable in lawful money of the United States of America. (F) In all cases upon the transfer of a Bond or a Certificate, the Bond Registrar and Paying Agent shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee a new fully registered Bond, or certificate, as applicable, as the case may be, of the appropriate denominations for the aggregate principal or payment amount which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Section. The Town or the Bond Registrar and Paying Agent shall charge the registered owner of such Bond or Certificate, for every such transfer of a Bond, an amount sufficient to reimburse them for any transfer fee, tax or governmental charge required to be paid with respect to such transfer and may require that such transfer fee, tax or governmental charge be paid before any such new Bond or certificate shall be delivered. 6 (G) The Town and the Bond Registrar and. Paying Agent shall not be required to issue or transfer the Bonds during a period beginning with the opening of business on the 15th business day next preceding any interest payment date and ending with the close of business on the interest payment date . (H) (1) Based on the determinations made as described hereinabove, the Bonds shall be subject to redemption prior to maturity, in whole or in part, on any date on or after a date determined by the Manager of the Town from prepayment of, and from amounts collected pursuant to a public auction of property upon a delinquency in payment of installments of, the Modified Assessment by the payment of the principal amount of each Bond to be redeemed plus C nterest accrued to the date fixed for redemption and plus a premium, the premium to be calculated as a percentage of the principal amount of such Bond to be redeemed, as determined by the Manager of the Town. ] (2) Based on such determinations, the Bonds shall also be subject to redemption prior to maturity, in whole or in part, on any date determined by the Manager of the Town by the payment of the principal amount of each Bond to be redeemed., plus accrued interest to the date fixed for redemption and plus a premium, the premium to be calculated as a percentage of the principal amount of such Bond to be redeemed., as determined by the Manager of the Town. (I) The Bonds shall be redeemed only so that approximately equal debt service shall be paid each year. (J) Not more than forty-five (4 5) nor less than thirty (34) days before any redemption date, the Bond Registrar and Paying Agent shall cause a notice of any redemption described in subsection (H) (1) to be mailed by first--class mail, postage prepaid, to the registered owner of the Bonds at the address shown on the registration books maintained by the Bond Registrar and Paying Agent . (K) Any Bond or portion thereof shall be deemed paid and defeased and thereafter shall have no claim on the Bond Fund W if there is deposited with a bank or comparable financial institution, in trust, moneys or obligations issued by or guaranteed by the United States government ("Defeasance obligations" ) or both which, with the maturing principal of and interest on such Defeasance obligations, if any, will be sufficient, as evidenced by a certificate or report of an accountant, to pay the principal of and interest and any premium on such Bond or portion thereof as the same matures, comes due or becomes payable upon prior redemption and (ii) i f such def eased. Bond or portion thereof is to be redeemed, notice of such redemption has been given in accordance with provisions hereof . Bonds the payment of which has been provided for in accordance with this section shall no longer be deemed payable or outstanding hereunder and thereafter such Bonds shall be entitled to payment only from the moneys or Defeasance Obligations deposited to provide for the payment of such Bonds . 7 W The Bonds and the certificates shall be in physically, certificated form and be executed on behalf of the Town by the manual or facsimile signature of the Mayor of the Town and attested by the manual or facsimile signature of the Clerk of the Town, and such officials are hereby authorized and directed to execute and attest the Bonds and the Certificates as aforesaid. (M) (1) The Bonds shall be in substantially the following form, allowing those executing the Bonds to make insertions and deletions necessary to conform the Bonds as provided by the delegations allowed by this Resolution: REGISTERED REGISTERED NO. ■ . ■ . . . . . ► . . $ . . . . . ■ ■ . . UNITED STATES OF AMERICA STATE OF ARIZONA COUNTY OF PIMA TOWN OF MARANA, ARIZONA TANGERINE FARMS ROAD IMPROVEMENT DISTRICT IMPROVEMENT REFUNDING BOND original Interest Rate : Maturity Date: Issue Date: "A" . . . . . % per annum January 1, . . . . 2015 REG I S T E R E D OWNER: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PRINCIPAL AMOUNT: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DOLLARS KNOW ALL MEN BY THESE PRESENTS: THAT THE TOWN OF MARANA, ARIZONA, a duly organized municipal corporation (the "Town" ) , for value received., hereby promises to pay to the Registered owner specified above or registered assigns, solely from the sources hereinafter specified, the Principal Amount specified above on the aforesaid Maturity Date and to pay interest designated. as "A" interest on the Principal Amount at the aforesaid Interest Rate on . . . . . . . . . . . . 1, and on January 1 and July 1 of each year thereafter (each an "interest payment date" ) from the date of this Bond to its maturity or its redemption prior to maturity. The final payment of principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the office of the Finance Director of the Town, as "Bond Registrar and Paying .Agent . " Principal of and premium, if any, and interest designated as "A" interest on this Bond are payable by wire transfer to the Registered owner of the account shown on the registration books for the Bonds of the issue of which this Bond is one (the "Bonds" ) maintained by the Bond Registrar and Paying Agent at the close of business on the 15th day of the calendar month next preceding that 8 payment date. The principal of and any premium, if any, and interest designated as 11All interest on this Bond are payable in lawful money of the United States of America on the respective dates when principal and interest become due. This Bond is one of an issue of . . . . . . . . . . . . . . . . Dollars ($ . . . . . . . . , 000) in aggregate principal amount issued pursuant to law and. Resolution No. . . . . . . . . adopted on May 16, 2017 (the "Resolu-- tion") , by the Mayor and Common Council of the Town, to refinance the work and improvements described (i) in the "Plans" on file in the offices of the Superintendent of Streets and Clerk of the Town described in Resolution No. 2006--75, adopted on June 6, 2006 (the "Resolution of Intention") , by the Mayor and Common Council of the Town and (ii) in summary fashion in Exhibit C to the Resolution of Intention (collectively, the "Work") to be performed, the Work having been initiated pursuant to the Resolution of Intention, and is payable only out of a special fund to be held by the Town, collected from installments of special assessments imposed on the lots, pieces and parcels of land benefited by the Work (the "Special Fund" ) . The Special Fund is set apart by law for the payment of the Bonds and can be used for no other purpose. It is hereby certified and declared that the Work is authorized by law; that all the acts, conditions and things required to be done, precedent to and in the issuance of the Bonds, have been done and performed in regular and due form as required by the laws of the State of Arizona and all ordinances and resolutions of the Town; that the special assessments out of which the Bonds are to be paid are first liens on the property assessed, subject only to the lien for general taxes and prior special assessments; and that any bona fide purchaser for value of this Bond has the right to rely on the recitals herein contained. For the assessment or reassessment, collection and payment of said special assessments, the full faith and diligence of the Town are hereby irrevocably pledged. (In addition to the interest designated as "A" interest at the rate indicated above, the Bonds shall bear supplemental interest designated as "B" interest during the interest accrual period set forth below, payable on the date and in the amount as follows: Amount of "B" Interest "B" Payable on Interest Accrual Interest "B" Interest Period Pa moment Date Payment Date e n e r • e , . . . . , through ■ . r e ■ ■ o ■ 1, 0000 $ . . . 1000 and including Such interest is evidenced by fully registered Supplemental Interest Certificates which shall be owned, transferred and presented for payment separately from this Bond. ) 9 The Bonds are subject to redemption prior to maturity, in whole or in part, on any interest payment date on or after . . . . . . . . . it 200 . . . , from prepayment of the special assessments out of which the Bonds are to be paid and from amounts collected pursuant to a public auction of property upon a delinquency in payment of installments of such an Assessment by the payment of the principal amount of each Bond to be redeemed plus interest accrued to the date fixed for redemption and plus a premium, the premium to be calculated as a percentage of the principal amount of such Bond to be redeemed as follows : Redem t i ora. Dates Premium [Not before Supps paid in full . ] January 1, . . . . , through and including December 31, . . . . . . . Q January 1, . . . . , through and including December 31, 0000 a . . January 1, . . . . , and thereafter . . . The Bonds are also subject to redemption prior to maturity, in whole or in part, on any date on or after January 1, 20 . . . , by the payment of the principal amount of each Bond to be redeemed, plus interest accrued to the date fixed for redemption and plus a premium, the premium to be calculated as a percentage of the principal amount of such Bond to be redeemed as follows : Redemption Dates Premium January 1, . . . . , through and including December 31, . . . . . . . -0 January 1, . . . . , through and including December 31, . . . . . . o January 1, . . . . , and thereafter P . The Bonds maturing on January 1 of the following years will be redeemed on January 1 of the following years (and as chosen by lot by the Bond. Registrar and. Paying Agent from such maturity) and in the following principal amounts at a price equal to the principal amount thereof plus interest accrued to the date of redemption, but without premium: Term Bond. Maturing January 1, 20 . . . Year Redeemed Principal Amount Redeemed r . s e $ . . ■ , 0 0 0/ Term Bond Maturing January 1, 20 . . . Year Redeemed Principal Amount Redeemed . ■ ■ ■ $ . . . , V V V 0004, . . . , 000 10 The Bonds shall be redeemed only so that approximately equal principal and interest shall be paid each year. Not more than 45 nor less than 30 days before any redemption date, the Bond Registrar and Paying Agent shall cause a notice of any optional redemption to be mailed by first-class mail, postage prepaid., to the registered owner of the Bonds at the address shown on the registration books maintained by the Bond Registrar and. Paying Agent . The Bond Registrar and Paying Agent will maintain the registration books of the Town for the registration of ownership of each Bond as provided in the Resolution. This Bond may be transferred on the registration books upon delivery hereof to the Bond Registrar and Paying Agent, accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar and Paying Agent, duly executed by the registered owner of this Bond or the attorney-in-fact or legal representative thereof, containing written instructions as to the details of the transfer. No transfer of this Bond shall be effective until entered on the registration books . The Town and the Bond Registrar and Paying Agent will not be required to issue or transfer any Bonds during a period beginning with the opening of business on the 15th business day next preceding any interest payment date and ending with the close of business on the interest payment date . In all cases upon the transfer of a Bond, the Bond Registrar and Paying Agent will enter the transfer of ownership in the registration books and will authenticate and deliver in the name of the transferee a new fully registered Bond for the aggregate principal amount which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of the Resolution. The Town or the Bond Registrar and Paying Agent will charge the registered owner of such Bond, for every such transfer of a Bond, an amount sufficient to reimburse them for any transfer fee, tax or other governmental charge required to be paid with respect to such transfer, and may require that such transfer fee, tax or governmental charge be paid before any such new Bond shall be delivered. Pursuant to the Resolution, payment of all or any part of the Bonds may be provided for by the irrevocable deposit, in trust, of moneys or obligations issued or guaranteed by the United States of America ( "Defeasance obligations") or both, which, with the maturing principal of and interest on such Defeasance obligations, if any, will be sufficient, as evidenced by a certificate of an accountant, to pay when due the principal or redemption price of and interest on such Bonds . Any Bonds so provided for will no longer be outstanding under the Bond Resolution or payable from ad valorem taxes on taxable property in the District, and the owners of such Bonds shall thereafter be entitled to payment only from the amounts and Defeasance Obligations deposited in trust . 11 This Bond shall not be entitled to any security or benefit under the Resolution or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar and Paging Agent . IN WITNESS WHEREOF, the TOWN OF MAP-ANA, ARIZONA, has caused this Bond to be signed in its name by the facsimile- signature of the Mayor of the Town and attested by the facsimile signature of the Clerk of the Town.. TOWN OF MARANA, ARIZONA By (Facsimile) Mayor, Town of Marana, Arizona ATTEST: (Facsimile) Clerk, Town of Marana, Arizona Date of Authentication: . . . . . . . . . . . . . . . . . . . . . . . . . . . CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within- mentioned Resolution and is one of the Town of Marana, Arizona Tangerine Farms Road. Improvement District Improvement Refunding Bonds. Finance Director, Town of Marana, Arizona, as Bond Registrar and Paying Agent 12 ASSIGNMENT For value received., the undersigned sells, assigns and transfers unto . . . . . . . . . . . . . . . ■ . . . . . . • . . . . . . . the within Bond and irrevocably constitutes and appoints . . . . . . . ■ . . . . . . . • . attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises . Dated: 0 . . . . . . . . . Signature Signature Guaranteed: [Insert proper legend] Notice: The assignor' s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatsoever. ALL FEES .AND COSTS OF TRANSFER SHALL BE PAID BY THE TRANSFEROR The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - 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 . . . . . . . . (Cult) (Minor) under Uniform Gifts/Transfers to Minors Act . . . . . . . . . . . (State) Additional abbreviations may also be used though not included in the above list. (2) The certificates shall be in substantially the following form, allowing those executing the Certificates to make insertions and deletions necessary to conform the Certificates as provided by the delegations allowing by this Resolution: 13 REGISTERED REGISTERED NO. . . . . . . . . . . . . . . $ . . . . . . . . . . UNITED STATES OF AMERICA STATE OF ARIZONA COUNTY OF MARICOPA TOWN OF MARANA, ARIZONA TANGERINE FARMS ROAD IMPROVEMENT DISTRICT IMPROVEMENT REFUNDING BOND SUPPLEMENTAL, INTEREST CERTIFICATE Payment Date: Dated: . ■ . . . ■ • • , 2016 REGISTERED O wN E R: • . . . . . . . . . . . . . i . . . . . . . . . . . . . . . . . . . . . . . G "B" INTEREST AMOUNT: ■ . * # 0009 - 4000 . . . . DOLLARS THAT THE TOWN OF MARANA, ARIZONA, a duly organized. municipal corporation (the "Town" ) , for value received, hereby promises to pay to the aforesaid registered owner, or registered assigns, on the payment date specified above, the amount specified above, which evidences a portion of the interest designated as "B" interest (computed on the basis of a 360-day year of twelve 30-day months) which shall become due and payable on such payment date on the outstanding principal amount of the Town' s Tangerine Farms Road. Improvement District Improvement Refunding Bonds, dated. . . . . . . . . . . . . . . 2017, issued in the principal amount of $ . . . . , 000 (the "Bonds" ) , for the period beginning from the January 1 or July 1, as applicable, immediately preceding such payment date through the day immediately prior to such payment date . The interest designated as "B" interest on the Bonds evidenced by this Certificate is payable upon presentation and surrender hereof at the office of the Finance Director of the Town, as "Bond Registrar and Paying Agent" . The Bonds and the interest designated as "B" interest thereon evidenced by the Supplemental Interest Certificates of which this is one (the "Certificates" ) have been issued pursuant to law and Resolution No. . . . . . . . . . . adopted on May 16, 2017 (the "Resolution" ) , by the Mayor and. common Council of the Town, to refinance the work and improvements described (i) in the "Plans" on file in the offices of the Superintendent of Streets and clerk of the Town described in Resolution No. 2006-75, adopted on June 6, 2006 (the "Resolution of Intention" ) , by the Mayor and Common council of the Town and. (ii) in summary fashion in Exhibit C to the Resolution of Intention (collec- tively, the "Work" ) to be performed, the work having been initiated pursuant to the Resolution of Intention, and are payable only out of a special fund to be held by the Town, collected from installments of 14 special assessments imposed on the lots, pieces and parcels of land benefited by the Work (the "Special Fund" ) . The Special Fund is set apart by law for the payment of the Bonds and. the Certificates can be used for no other purpose. It is hereby certified and declared that the Work is authorized by law; that all the acts, conditions and things required to be done, precedent to and in the issuance of the Bonds and the Certificates, have been done and performed in regular and due form as required by the laws of the State of Arizona and all ordinances and resolutions of the Town; that the special assessments out of which the Bonds and the Certificates are to be paid are first liens on the property assessed, subject only to the lien for general taxes and prior special assessments; and that any bona fide purchaser for value of this Certificate has the right to rely on the recitals herein contained.. For the assessment or reassessment, collection and payment of said special assessments, the full faith and diligence of the Town are hereby irrevocably pledged. The Certificates are not subject to prepayment prior to their payment date. The Bond. Registrar and Paying Agent will maintain the registration books of the Town for the registration of ownership of each Certificate as provided in the Resolution. This Certificate may be transferred on the registration books upon delivery hereof to the Bond Registrar and Paying Agent at its designated corporate trust office, accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar and Paying Agent, duly executed by the registered owner of this Certificate to be transferred or the attorney-lin-fact or legal representative thereof, containing written instructions as to the details of the transfer. No transfer of any Certificate shall be effective until entered on the registration books . In all cases upon the transfer of a Certificate, the Bond Registrar and. Paying Agent will enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee a new fully registered Certificate for the aggregate amount of "B" interest which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of the Resolution. The Town and the Bond Registrar and Paying Agent shall charge the owner of such Certificate, for every transfer of a Certificate, an amount sufficient to reimburse them for any transfer fee, tax or other governmental charge required to be paid with respect to such transfer, and may require that such transfer fee, tax or governmental charge be paid before any such new Certificate shall be delivered. This Certificate shall not be entitled to any security or benefit under the Resolution or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar and Paying Agent . 15 IN WITNESS WHEREOF, the TOWN OF MARANA, ARIZONA, has caused this Certificate to be signed in its name by the facsimile signature of the Mayor of the Town and attested by the facsimile signature of the Clerk of the Town. TOWN OF MAR..A.NA, AR I z ONA By (Facsimile) Mayor, Town of Marana, Arizona A'T'TEST (Facsimile) e . . . . ■ • ■ . . . . . . . . . . . . . . . . . Clerk, Town of Marana, Arizona CERTIFICATE OF AUTHENTICATION This Supplemental Interest Certificate is one of the Certificates evidencing the "B" interest described in the within-- mentioned Resolution. Date of Authentication: . . . . . . . • ■ . . • . . • . . . . ■ . • . Finance Director, Town of Marana, Arizona, as Bond Registrar and Paying Agent 16 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Name and Address of Transferee) the within Certificate and irrevocably constitutes and appoints 00 attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises . Dated: . 6 6 & 6 a a a a 0 0 & 0 0 6 0 0 & 0 0 a 0 . . . . . . . . . Signature Signature Guaranteed: . . . . . . . . . . . . . . . 0 . . . . . . . . . . . . . . . . . . . . . . . . . . [-Tnsert proper legend] Signature Note: The signature (s) on this assignment must correspond with the name (s) as it appears upon the face of the within Certifi- cate in every particular, with- out alteration or any change whatsoever. 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 MIN ACT . . . . . . . . . . . Custodian . . . . . . . (Cust) (Minor) under Uniform Gifts to Minors Act . . . . . . . . . . . . . . . . . . (State) Additional abbreviations may also be used though not included in the above list . ALL FEES AND COSTS OF TRANSFER SHALL BE PAID BY THE TRANSFEROR 17 Section 2 . (A) The Modified Assessment showing the remaining unpaid installments of the Assessment recalculated and modified so that the amounts to be collected equal the amounts needed to repay the Bonds and the Certificates is hereby approved. (B) All provisions of Title 48, Chapter 4, Article 3 , Arizona Revised Statutes regarding the collection, payment and enforcement of the Assessment and the validity and priority of the lien of the assessments for the Bonds remain in full force and effect . Except as modified pursuant to this section, the Assessment survives the payment or defeasance of the Bonds to be Refunded and remains in full force and effect, securing the Bonds until the payment in full of the Bonds and the certificates. (C) If there is a deficiency in the funds collected from the Modified Assessment to pay the principal of or interest on the Bonds (including interest evidenced by the Certificates) when due, the Town shall, pursuant to the authority contained in Title 48, Chapter 4, Article 2, Section 48-609, Arizona Revised Statutes, and without condition, on or before December 31 and June 30 in each of the years in which the payments of the principal of or interest on the Bonds (including interest evidenced by the certificates) are due, make good such deficiency by making a temporary loan to the special fund which is set apart for the payment of the principal of or interest on the Bonds (including interest evidenced by the Certificates) (the "Special Fund" ) , so that the principal of and the interest on the Bonds (including interest evidenced by the Certificates) shall be paid when due on the next succeeding January 1 or July 1 as the case may b e. Section 3 . (A) .Any capitalized interest with respect to the Bonds shall be deposited in the Special Fund. (B) The Finance Director of the Town shall cause to be safe kept and administered the portion of the proceeds of the Bonds and the Certificates together with all or a portion of the amounts held in the debt service fund for payment of principal of and interest on the Bonds to be Refunded and other amounts lawfully available so as to provide funds to pay the Bonds to be Refunded when due, or called for redemption, together with interest thereon and redemption premiums, if any, at maturity or on an available redemption date . The Bonds to be Refunded shall be deemed to have been paid and shall have no further interest in the Assessment . (C) Amounts to pay expenses incurred in connection with the authorization and issuance of the Bonds and the Certificates and the refunding of the Bonds to be Refunded shall be held and paid by the Finance Director of the Town. Section 4 . (A) The Finance Director of the Town is hereby authorized to accept a proposal for the purchase of the Bonds and the Certificates, and the Bonds and the Certificates are hereby ordered to be placed accordingly, substantially in accordance with the terms of 18 the Placement Agent Agreement in standard form (the "Placement Agent Agreement") . The Mayor, or in the absence thereof, Vice Mayor of the Town is hereby authorized to execute, and the Clerk of the Town to attest and deliver, the Placement Agent Agreement, for and on behalf of the Mayor and Common Council of the Town, in such form, with necessary changes, satisfactory to the Mayor, or in the absence thereof, Vice Mayor of the Town, and such execution by the Mayor or Vice Mayor of the Town shall indicate the approval thereof on behalf of the Mayor and Common Council of the Town by the Mayor or Vice Mayor of the Town. (B) The Mayor and other officers of the Town are hereby authorized and directed to cause the Bonds and the Certificates to be delivered upon receipt of payment therefor and satisfaction of the other conditions for delivery thereof in accordance with the terms of the sale accepted by the Finance Director of the Town. Section S . All prior acts of the Mayor and. Common Council of the Town, of the Town, of the Superintendent of Streets of the Town and of the Finance Director of the Town are hereby ratified and confirmed. The Mayor, or in the absence thereof, Vice Mayor of the Town and the other officers of the Town are hereby authorized to execute such certificates and receipts as in the opinion of bond counsel opining upon issuance of the Bonds are necessary in connection with the issuance and delivery of the Bonds and the Certificates. Section 6 . (A) As to be provided in further detail in the Certificate As To Federal Tax Matters to be delivered by the Town in connection with the issuance of the Bonds (the "Tax Certificate") , no investment or other use of the proceeds of any Bonds or Certificates shall be made or directed to be made which would cause such Bonds or Certificates to be "arbitrage bonds" as that term is defined in section 148 (or any successor provision thereto) of the Internal Revenue Code of 1986, as amended, or "private activity bonds" as that term is defined in section 141 (or any successor provision thereto) of such Code, and the requirements of such Code sections and related regulations shall be complied with throughout the term of the Bonds and the Certificates . In consideration of the purchase and acceptance of the Bonds by the holders from time to time thereof and of retaining such exclusion and as authorized by Title 35, Chapter 3 , Article 7, Arizona Revised Statutes, the Mayor and Common Council of the Town covenant, and the appropriate officials of the Town are hereby directed, to take all action required to preserve such exclusion or to refrain from taking any action prohibited by such Code which would adversely affect in any respect such exclusion. (B) The Town shall be the owner of the facilities ref inanced with the proceeds of the sale of the Bonds (the "Facilities" ) for federal income tax purposes . Except as otherwise advised in a Bond Counsel ' s opinion (as such term is defined in the next Section) , the Town shall not enter into (1) any management or service contract with any entity other than a governmental entity for the operation of any portion of the Facilities unless the management 19 or service contract complies with the requirements of Revenue Procedure 97--13 or such other authority as may control at the time, or (ii) 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 Facilities . (C) The procedures and covenants contained in any arbitrage rebate provision or separate agreement executed in connection with the issuance of the Bonds (initially those in Section 7) shall be complied with for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds (including that evidenced by the Certificates) . (D) The payment of principal and interest with respect to the Bonds (including interest evidenced by the Certificates) 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 Bonds and the Certificates, or amounts treated as proceeds of the Bonds and the certificates, shall not be invested (directly or indirectly) in federally insured deposits or accounts, except to the extent such proceeds (i) may be so invested for an initial temporary period until needed for the purpose for which the Bonds are being issued, (ii) may be so used in making investments of a bona fide debt service fund. or (iii) may be invested in obligations issued by the United States Treasury. (E) (1) All necessary and desirable steps to comply with the requirements hereunder in order to ensure that interest on the Bonds (including that evidenced by the Certificates) is excluded from gross income for federal income tax purposes under such Code shall be taken; provided, however, compliance with any such requirement shall not be required in the event the Town receives a Bond counsel ' s opinion (as such term is defined in the next section) that either (i) compliance with such requirement is not required to maintain the exclusion from gross income of interest on the Bonds (including that evidenced by the Certificates) , or (ii) compliance with some other requirement will meet the requirements of such code. In the event the Town receives such a Bond Counsel ' s opinion, this Resolution shall be amended to conform to the requirements set forth in such opinion. (2) If for any reason any requirement hereunder is not complied with, all necessary and desirable steps to correct such noncompliance shall be taken within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence, and the Town shall pay any required interest or penalty under Regulations section 1 . 148-3 (h) hereinafter described. (F) written procedures have been established for the Town to ensure that all nonqualified obligations are remediated according to the requirements under such Code and related Regulations 20 and to monitor the requirements of section 148 of the Code relating to arbitrage, with which the Town will comply. Section 7 . (A) Terms not otherwise defined in Subsection (B) hereof shall have the meanings given to them in the Tax Certif icate. (B) The following terms shall have the following meanings: Bond Counsel ' s opinion shall mean an opinion signed by an attorney or firm of attorneys of nationally recognized standing in the field, of law relating to municipal bonds selected by the Town. Bond Year shall mean each one -year period beginning on the day after the expiration of the preceding Bond Year. The first Bond Year shall begin on the date of issue of the Bonds and shall end on the date selected by the Town, provided that the first Bond Year shall not exceed one calendar year. The last Bond Year shall end on the date of retirement of the last Bond. Bond Yield is as indicated in the Tax Certificate . Bond. Yield shall be recomputed if required by Regulations section 1. 148-4 (b) (4) or 4 (h) (3) . Bond Yield shall mean the discount rate that produces a present value equal to the Issue Price of all unconditionally payable payments of principal, interest and fees for qualified guarantees within the meaning of Regulations section 1 . 148-4 (f) and amounts reasonably expected to be paid as fees for qualified guarantees in connection with the Bonds as determined. under Regulations section 1 . 148-4 (b) . The present value of all such pay- ments shall be computed as of the date of issue of the Bonds and using semiannual compounding on the basis of a 360-day year Code shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto. Gross Proceeds shall mean: (i) any amounts actually or constructively received by the Town from the sale of the Bonds but excluding amounts used to pay accrued interest on the Bonds within one year of the date of issuance of the Bonds; (ii) transferred proceeds of the Bonds under Regulations section 1 . 148-9; (iii) any amounts actually or constructively received from investing amounts described in (i) , (ii) or this (iii) ; and (iv) replacement proceeds of the Bonds within the meaning of Regulations section 1 . 148-1 (c) . Replacement proceeds include amounts reasonably expected to be used directly or indirectly 21 to pay debt service on the Bonds, pledged amounts where there is reasonable assurance that such amounts will be available to pay principal or interest on the Bonds in the event the Town encounters financial difficulties and other replacement proceeds within the meaning of Regulations section 1 . 148-1 (c) (4) . Whether an amount is Gross Proceeds is determined without regard to whether the amount is held in any fund or account established under this Resolution. Investment Property shall mean any security, obliga- tion (other than a tax-exempt bond within the meaning of Code section. 148 (b) (3) (A) ) , annuity contract or investment-type property within the meaning of Regulations section 1. 148 -1 (b) . Issue Price is as indicated in the Tax Certificate, which is the initial offering price of the Bonds . Issue price shall be determined as provided in Regulations section 1 . 148-1 (b) . Nonpurpose Investment shall mean any Investment Prop- erty acquired with Gross Proceeds, and which is not acquired to carry out the governmental purposes of the Bonds. Payment shall mean any payment within the meaning of Regulations section 1 . 148-3 (d) (1) with respect to a Nonpurpose Invest- ment . Rebate Requirement shall mean at any time the excess of the future value of all Receipts over the future value of all Payments. For purposes of calculating the Rebate Requirement the Bond Yield shall be used to determine the future value of Receipts and Pay- ments in accordance with Regulations section 1 . 148-3 (c) . The Rebate Requirement is zero for any Nonpurpose Investment meeting the require- ments of a rebate exception under section 148 (f) (4) of the Code or Regulations section 1 . 148--7 . Receipt shall mean any receipt within the meaning of Regulations section 1 . 148-3 (d) (2) with respect to a Nonpurpose Investment . Regulations shall mean the sections 1 . 148-1 through 1. 14811 and section 1 . 150-1 of the regulations of the United States Department of the Treasury promulgated under the Code, including and any amendments thereto or successor regulations . (C) Within 60 days after the end of each Bond Year unless an exception to the requirement to do so is established, the Town shall cause the Rebate Requirement to be calculated and shall pay to the United States of America: (1) not later than 60 days after the end of the fifth Bond. Year and every fifth Bond Year, thereafter, an amount which, when added to the future value of all previous rebate payments with respect to the Bonds (determined as of such Computation Date) , is equal to 22 at least 9001 of the sum of the Rebate Requirement (determined as of the last day of such Bond Year) plus the future value of all previous rebate payments with respect to the Bonds (determined as of the last day of such Bond Year) ; and (2) not later than 60 days after the retirement of the last Bond, an amount equal to 100% of the Rebate Requirement (determined as of the date of retirement of the last Bond) . Each payment required to be made under this Section shall be filed with the Internal Revenue Service Center, Ogden, Utah 84201, on or before the date such payment is due, and shall be accompanied by IRS Form 8038T-T. (D) No Nonpurpose Investment shall be acquired for an amount in excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an amount less than its fair market value . (E) For purposes of Subsection (D) , whether a Nonpur- pose Investment has been purchased or sold or disposed of for its fair market value shall be determined as follows : (1) The fair market value of a Nonpurpose Investment generally shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in a bona fide arm' s length transaction. Fair market value shall be determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding. (2) Except as provided in Subsection M or (G) , a Nonpurpose Investment that is not of a type traded on an established securities market, within the meaning of Code section 1273 , is reputably presumed to be acquired or disposed of for a price that is not equal to its fair market value . (3) If a United States Treasury obligation is acquired directly from or sold or disposed of directly to the United States Treasury, such acquisition or sale or disposition shall be treated as establishing the fair market value of the obligation. (F) The purchase price of a certificate of deposit that has a fixed interest rate, a fixed payment schedule and a substantial penalty for early withdrawal is considered to be its fair market value if the yield on the certificate of deposit is not less than:P 23 (1) the yield on reasonably comparable direct obligations of the United States, and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (G) A guaranteed investment contract shall be considered acquired and disposed of for an amount equal to its fair market value if (l) A bona fide solicitation in writing for a specified guaranteed investment contract, including all material terms, is timely forwarded to all potential providers . The solicitation must include a statement that the submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Town or any other person (whether or not in connection with the Bonds) , and that the bid is not being submitted solely as a courtesy to the Town or any other person for purposes of satisfying the require- ments equire-ments in the Regulations that the Town receive bids from at least one reasonably competitive provider and at least three providers that do not have a material financial interest in the Bonds . (2) All potential providers have an equal opportunity to bid, with no potential provider having the opportunity to review other bids before providing a bid. (3) At least three reasonably competitive providers (i .e. having an established industry reputation as a competitive provider of the type of investments being purchased) are solicited for bids . At least three bids must be received from providers that have no material financial interest in the Bonds (e.g. , a lead underwriter within 15 days of the issue date of the Bonds or a financial advisor with respect to the investment) and at least one of such three bids must be from a reasonably competitive provider. If the Town uses an agent to conduct the bidding, the agent may not bid.. (4) The highest--yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker' s fees) i s purchased. (5) The determination of the terms of the guaranteed investment contract takes into account as a significant factor the reasonably expected deposit and drawdown schedule for the amounts to be invested. 24 (6) The terms for the guaranteed investment contract are commercially reasonable (i .e . have a legiti- mate business purpose other than to increase the purchase price or reduce the yield of the guaranteed investment contract) . (7) The provider of the investment contract certifies the administrative costs (as defined in Regula- tions egula-- tions section 1 . 148-5 (e) ) that it pays (or expects to pay) to third parties in connection with the guaranteed invest- ment contract. (8) The Town retains until three years after the last outstanding Bond is retired, (i) a copy of the guaranteed investment contract, (ii) a receipt or other record of the amount actually paid for the guaranteed investment contract, including any administrative costs paid by the Town and a copy of the provider' s certification described in (7) above, (iii) the name of the person and entity submitting each bid., the time and date of the bid., and the bid results and (iv) the bid solicitation form and., if the terms of the guaranteed investment contract deviates from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose of the deviation. (H) The employment of such experts and consultants to make, as necessary, any calculations in respect of rebates to be made to the United. States of America in accordance with Section 148 (f) of the Code with respect to the Bonds, is hereby authorized. Section 8 . All of the provisions of this Resolution shall constitute a contract between the Town and the registered owners of the Bonds and the Certificates, and no amendments, alterations or modifications of this Resolution shall be made which shall in any manner impair, impede or lessen the rights of the registered owners of the Bonds or the Certificates then outstanding. Section 9 . If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 10 . All resolutions or parts thereof, inconsistent herewith, are hereby waived to the extent only of such inconsistency. This waiver shall not be construed as reviving any resolution or any part thereof . Section 11 . The immediate operation of the provisions of this Resolution is necessary for the preservation of the public peace, health and safety of the residents and citizens of the Town for the reason that the Bonds and the Certificates must be sold without delay; 25 an emergency is, therefore hereby declared to exist; this Resolution is enacted as an emergency measure and shall be in full force and effect immediately upon its passage and adoption by the Mayor and Common Council of the Town, as required by law and this Resolution is hereby exempt from the referendum provisions of the Constitution and laws of the state of Arizona. After the issuance and delivery of the Bonds, this Resolution shall be and remain irrepealable until the Bonds and the Certificates and the interest thereon shall have been fully paid, cancelled and discharged. 26 PASSED, ADOPTED AND APPROVED by the Mayor and Common Council of the Town of Marana, Arizona, this 16th day of May, 2017 . . . . . . . . . . . Edward Honea, Mayor ATTEST: Ail J elyn B, son, Town Clerk N'-, PHX 332431772v1 27 CERTIFICATION I hereby certify that the foregoing Resolution No. was duly passed and adopted by the Mayor and Common Council of the Town of Marana, at a regular meeting held on 'May 16, 2017, and that a quorum was present thereat and the vote was ayes and nays . ■ . . . . . . . . . . . . . . . . . . . . ocely Bronson, Town Clerk