The URL can be used to link to this page

Home My WebLink AboutRegular Council Meeting Agenda Packet 08-07-2018MARANA TOWN COUNCIL REGULAR COUNCIL MEETING NOTICE AND AGENDA 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, August 7, 2018, 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 John Officer, Council Member Roxanne Ziegler, Council Member Pursuant to A.R.S. § 38-431.02, 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 August 7, 2018, 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. Meeting 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. Speaking 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 08/07/2018 Page 1 of 237 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) 382-1999. 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.maranaaz.gov under Agendas and Minutes. For questions about the Council meetings, special services or procedures, please contact the Town Clerk, at (520) 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, 11555 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 P1 Proclaiming August 2018 as Drowning Impact Awareness Month (Jocelyn C. Bronson) Marana Regular Council Meeting 08/07/2018 Page 2 of 237 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. C1 Resolution No. 2018-068: Relating to Development; approving a final plat for Potter Ranch Block 1, Lots 1 thru 5 and Block 2, Lots 6 thru 9 located north of Marana Road and west of Luckett Road; and approving and authorizing the Mayor to sign the Potter Ranch Right-of-Way Acquisition and Development Agreement (Brian D. Varney) C2 Resolution No. 2018-069: Relating to Development; approving a preliminary plat for Gladden Farms Blocks 40 & 41 Lots 1-119, Common Areas A-1 - A-11 and Common Areas B-1 - B-3 at the northeast corner of Midfield Road and Tangerine Road (Steven E. Vasquez) C3 Resolution No. 2018-070; Relating to Development; approving a release of assurances for Gladden Farms Block 14 & 15 Lots 71 through 138 and accepting public improvements for maintenance (Keith Brann) C4 Ordinance No. 2018.014: Relating to Finance; amending the Town of Marana comprehensive fee schedule to add fees for Extra Duty Police Services Holiday Rates; and declaring an emergency (Jane Fairall) C5 Resolution No. 2018-071: Relating to Development; approving and authorizing the Mayor to sign an Intergovernmental Agreement between the Town of Marana and the Vanderbilt Farms Community Facilities District regarding ownership and maintenance of Farm Field Five public sewers; and declaring an emergency (John Kmiec) C6 Relating to Procurement; ratifying the Town Manager's approval of a change order to the Tangerine Sky Park (PK014) construction contract with Tangerine Corridor Constructors in the amount of $56,255.00; authorizing the transfer of appropriations if necessary for the change order; and authorizing the Town Manager or designee to execute the necessary documents to effectuate the change order (Keith Brann) C7 Resolution No. 2018-072: Relating to Emergency Management; approving and Marana Regular Council Meeting 08/07/2018 Page 3 of 237 C7 Resolution No. 2018-072: Relating to Emergency Management; approving and accepting a FFY 2018 Emergency Management Performance Grant (EMPG) award as a subrecipient of the Arizona Department of Emergency & Military Affairs, Division of Emergency Management (Rachel Whitaker) C8 Resolution No. 2018-073: Relating to Personnel; approving and adopting amendments to the Town's Personnel Policies and Procedures, revising Chapter 2 - Employment Process, Chapter 3 - Classification and Compensation, Chapter 4 - Employment Benefits and Leaves, Chapter 5 - Work Rules and Employee Discipline, Chapter 6 - Performance Management and Employee Development, and Chapter 8 - Termination of Employment (Curry C. Hale) C9 Relating to Procurement; approving a change order to the Tangerine Rd. Corridor I10 to Town (ST021) project construction contract with Tangerine Corridor Constructors in the amount of $88,768.00; authorizing the transfer of appropriations if necessary for the change order; and authorizing the Town Manager or designee to execute the necessary documents to effectuate the change order (Keith Brann) C10 Approve June 12, 2018 Study Session Meeting Minutes and approve June 19, 2018 Regular Council Meeting Minutes (Jocelyn C. Bronson) LIQUOR LICENSES L1 Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a special event liquor license application submitted by Mark Tkach on behalf of Harley-Davidson of Tucson for RideNow/CAG Charitable Foundation to be held on October 13, 2018. BOARDS, COMMISSIONS AND COMMITTEES COUNCIL ACTION A1 Resolution No. 2018-074: Relating to Development; approving and authorizing the Mayor to sign the Second Amendment to the Gladden Farms II Development Agreement (Frank Cassidy) A2 Resolution No. 2018-075: A resolution of the Mayor and Common Council of the Town of Marana, Arizona, approving the form and authorizing the execution and delivery of a loan agreement with the Water Infrastructure Finance Authority of Arizona from its Clean Water Revolving Fund Program; delegating the determination of certain matters relating thereto to the manager and the finance director of the Town; providing for the transfer of certain moneys and making certain covenants and agreements with respect thereto; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by such loan agreement and this resolution; andMarana Regular Council Meeting 08/07/2018 Page 4 of 237 the transactions contemplated by such loan agreement and this resolution; and declaring an emergency (John Kmiec) ITEMS FOR DISCUSSION / POSSIBLE ACTION D1 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 (Jamsheed Mehta) 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. E1 Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. 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 08/07/2018 Page 5 of 237 Council-Regular Meeting P1 Meeting Date:08/07/2018 Submitted For:Jocelyn C. Bronson, Town Clerk From:Suzanne Sutherland, Assistant to the Town Clerk Date:August 7, 2018 Subject:Proclaiming August 2018 as Drowning Impact Awareness Month (Jocelyn C. Bronson) Attachments Proclaiming August 2018 Drowning Impact Awareness Month Marana Regular Council Meeting 08/07/2018 Page 6 of 237 Marana Regular Council Meeting 08/07/2018 Page 7 of 237 Council-Regular Meeting C1 Meeting Date:08/07/2018 To:Mayor and Council From:Brian Varney, Senior Planner Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2018-068: Relating to Development; approving a final plat for Potter Ranch Block 1, Lots 1 thru 5 and Block 2, Lots 6 thru 9 located north of Marana Road and west of Luckett Road; and approving and authorizing the Mayor to sign the Potter Ranch Right-of-Way Acquisition and Development Agreement (Brian D. Varney) Discussion: Urban Engineering, representing Melvin O. Potter, LLC, is requesting approval of a final plat consisting of nine residential lots on approximately 100.5 acres located north of Marana Road and west of Luckett Road. Zoning The property is zoned R-144 (Residential) approved by the Marana Town Council on December 19, 2000 with the adoption of Ordinance No. 2000.23. Land Use The plat is comprised of approximately 100.5 acres and proposes a total of nine residential lots ranging in size from 9.8 acres to 16.239 acres. Due to the large lot size, recreational area will not be required for this development. Access and Traffic Circulation Access to lots 1-5 will be provided from what is commonly referred to as Treatment Plant Road located along the south boundary of this subdivision. As provided in the Potter Ranch Right-of-Way Acquisition and Development Agreement, discussed below, approximately 1,854 linear feet of right-of-way, at a width of 25 feet, will be dedicated to the Town for access to the treatment plant by the final plat, and will be officially named "Stingray Drive," as indicated on the plat and in the Agreement. Adjacent property owner Sherry Jane Cervi, who is a party to the Agreement, will dedicate an Marana Regular Council Meeting 08/07/2018 Page 8 of 237 additional length of 685 feet of land, at a width of 25 feet, to the Town by separate instrument for Stingray Drive. Access to Lots 6-9 will continue to be provided directly from an existing 25 foot ingress/egress easement along the south boundary of the lots as well as an existing 20 foot ingress/egress, and utility easement along the north boundary of the lots. As discussed in the Agreement, Lots 6-9 also enjoy access from a paved private roadway, which runs along the north boundary of the plat. Infrastructure and Utilities Dry lot / exempt wells will provide the water supply to this subdivision. The property owner received a Certificate of Assured Water Supply from the State of Arizona Department of Water Resources on January 25, 2018. Wastewater service will be provided by private on-site septic systems. Electric service will be provided by Tucson Electric Power, and fire service will be provided by Avra Valley Fire. Potter Ranch Right-of Way Acquisition and Development Agreement The Town has a sewer easement in the location of what is known as “Treatment Plant Road,” which leads from Luckett Road to the Marana Wastewater Reclamation Facility. The Town plans to expand the public's access to the area by providing public park improvements and amenities surrounding the newly constructed recharge basins. To open up the access road to the public, the Town is acquiring public right-of-way through the southern portion of the Potter Ranch subdivision plat and through adjacent property owned by world champion barrel racer Sherry Jane Cervi. To that end, Town staff has negotiated the "Potter Ranch Right-of-Way Acquisition and Development Agreement" with Mel Potter and Ms. Cervi. Under the agreement, Mr. Potter and Ms. Cervi agree to transfer the right-of-way to the Town in exchange for spoil dirt from the treatment plant reconstruction project, provided that the road will no longer bear the informal name "Treatment Plant Road," but will instead be called "Stingray Drive," in honor of Ms. Cervi's world-famous horse. The Agreement also deals with certain subdivision issues associated with the Potter Ranch plat. The subdivider contends that it should not be required to install normal subdivision infrastructure to serve Potter Ranch because of its large lots (9.8 acres and up), its rural setting, the existing rural roadway network, and the Town’s need to acquire and improve Stingray Drive as a public roadway to serve the treatment plant and future park amenities. The existing rural roadway serving the proposed northern lots of Potter Ranch has been paved and has served other lots to the west for many years. If approved as recommended by Town staff, the Agreement will modify the Town's subdivision requirements under Marana Town Code section 17-5-7, which authorizes the Council to modify subdivision requirements for a particular subdivision under appropriate conditions as the Council deems appropriate in the public interest. With this modification, the subdivider will not be required to tear out and re-pave the northern road, the subdivider and Ms. Cervi will be entitled to access the Town-constructed Stingray Drive, and existing rural utilities serving the area will not need to be replaced. Financial Impact: The Potter Ranch Right-of-Way Acquisition and Development Agreement provides for Marana Regular Council Meeting 08/07/2018 Page 9 of 237 The Potter Ranch Right-of-Way Acquisition and Development Agreement provides for the Town to be responsible for construction and maintenance of Stingray Drive and allows Mr. Potter and Ms. Cervi to use spoil dirt from the recently completed treatment plant construction. These items have nominal financial impact on the Town. Staff Recommendation: Staff has reviewed the request against the requirements of the Marana Land Development Code and the Marana General Plan. The final plat is in substantial conformance with all required development regulations, and staff recommends approval of PRV1712-001, Final Plat for Potter Ranch Block 1, Lots 1 thru 5 and Block 2, Lots 6 thru 9. Staff also recommends approval of the Potter Ranch Right-of-Way Acquisition and Development Agreement. Suggested Motion: I move to adopt Resolution No. 2018-068, approving the Final Plat for Potter Ranch Block 1, Lots 1 thru 5 and Block 2, Lots 6 thru 9, and approving and authorizing the Mayor to sign the Potter Ranch Right-of-Way Acquisition and Development Agreement. Attachments Resolution No. 2018-068 PRV1712-001 PR Lots 1-9 FP Potter Agreement PRV1712-001 PR Lots 1-9 FP Map PRV1712-001 PR Lots 1-9 FP App Marana Regular Council Meeting 08/07/2018 Page 10 of 237 00058585.DOCX /1 Marana Resolution No. 201 8 -068 - 1 - 7/20/2018 4:02 PM MARANA RESOLUTION NO. 201 8-068 RELATING TO DEVELOPMENT ; APPROVING A FINAL PLAT FOR POTTER RANCH BLOCK 1, LOTS 1 THRU 5 AND BLOCK 2, LOTS 6 THRU 9 LOCATED NORTH OF MARANA ROAD AND WEST OF LUCKETT ROAD; AND AP PROVING AND AUTHORIZING THE MAYOR TO SIGN THE PO TTER RANCH RIGHT-OF- WAY ACQUISITION AND DEVELOPMENT AGREEME NT WHEREAS the Marana Town Council adopted Ordinance No. 2000.23 on December 19, 2000, approving an annexation of land including portions of Sections 12 and 13 of Township 11 South, Range 10 East, and translating the former Pima County zoning of RH (Rural Homestead) to Town of Marana R -144 (Residential); and WHEREAS Urban Engineering, on behalf of Melvin O. Potter, LLC, has applied for approval of a Final Plat for Potter Ranch Block 1, Lots 1 thru 5 and Block 2, Lots 6 thru 9 located north of Marana Road and west of Luckett Road within a portion of Section 13, Township 11 South, and Range 10 East; and WHEREAS the Town has a sewer easement in the location of what is known as “Treatment Plant Road,” which leads from Luckett Road to the Marana Wastewater Reclamation Facility and recharge basins ; and WHEREAS the Town needs to acquire fee title to the land b urdened by the sewer easement for a public road to treatment plant, where the Town plans to construct public park improvements and amenities surrounding the water recharge basins ; and WHEREAS Town staff has negotiated the terms of the “Potter Ranch Right -of- Way Acquisition and Development Agreement” (i) to acquire right-of-way for a public road to the treatment plant and associated Town facilities along the southern boundary of Potter Ranch and over land adjacent to Potter Ranch owned by Sherry Jane Cervi , (ii) to formally name the public road “Stingray Drive ,” (iii) to address subdivision infrastructure requirements for the Potter Ranch subdivision plat, and (iv) to resolve certain other matters related to the Potter Ranch plat and to roads surrounding and serving Potter Ranch; and WHEREAS the Marana Town Council, at the regularly scheduled meeting on August 7, 2018, determined that the Final Plat for Potter Ranch and the Potter Ranch Right-of-Way Acquisition and Development Agreement should be approved . Marana Regular Council Meeting 08/07/2018 Page 11 of 237 00058585.DOCX /1 Marana Resolution No. 201 8 -068 - 2 - 7/20/2018 4:02 PM NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, as follows: Section 1. The Final Plat for Potter Ranch Block 1, Lots 1 thru 5 and Block 2, Lots 6 thru 9 is hereby approved. Section 2. The “Potter Ranch Right-of-Way Acquisition and Development Agreement” in substantially the form included with the agenda backup material accompanying this resolution is hereby approved, the Mayor is hereby authorized and directed to execute it for and on behalf of the Town of Marana, and the Town Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Marana Regular Council Meeting 08/07/2018 Page 12 of 237 Final Plat for Potter Ranch Block 1, Lots 1 thru 5 Block 2, Lots 6 thru 9 Tucson, AZ 85711 520.318.3800 877 S. Alvernon Way Urban Engineering Location Map Being a part of Section 13, Township 11 South, Range 10 East, Gila and Salt River Meridian, Town of Marana Pima County, Arizona Scale: 3" = 1 mile Final Plat For Potter Ranch Block 1, Lots 1 thru 5 Block 2, Lots 6 thru 9 Being a part of Section 13, Township 11 South, Range 10 East, Gila and Salt River Meridian, Town of Marana, Pima County, Arizona SHEET 1 OF 3 GENERAL NOTES: 1.THE GROSS AREA OF THIS SUBDIVISION IS 4,377,865 SQUARE FEET (100.502 ACRES). 2.THE TOTAL NUMBER OF LOTS IS 9. 3.THE EXISTING ZONING IS R-144, PER MARANA ORDINANCE 2000.23 4.THE TOTAL MILES OF NEW PUBLIC OR PRIVATE STREETS IS .49 MILES. 5.THE MINIMUM ALLOWABLE LOT SIZE IS 144,000 s.f. 6.THE MINIMUM LOT SIZE PROPOSED PER THIS PLAT IS 427,017 s.f. 7.THE AVERAGE LOT SIZE PROPOSED PER THIS PLAT IS 486,429 SQUARE FEET ( 11.167 ACRES). 8.THE MAXIMUM LOT SIZE PROPOSED BY THIS PLAT IS 707,355 SQUARE FEET ( 16.239 ACRES). 9.THE MAXIMUM ALLOWABLE BUILDING HEIGHT IS 30 FEET, EXCEPT AS OTHERWISE PERMITTED. 10.BUILDING SETBACKS PER TOWN OF MARANA LAND DEVELOPMENT CODE: FRONT: MINIMUM OF FORTY (40) FEET, EXCEPT THAT ANY FRONT YARD SETBACK ADJACENT TO AN ARTERIAL OR COLLECTOR ROAD SHALL BE FIFTH (50) FEET. SIDE: MINIMUM OF FIFTY (50) FEET. REAR: MINIMUM OF FIFTY (50) FEET. 11. LAND USE IS: RESIDENTIAL 12. BASIS OF BEARING: NORTH 00° 13' 27" W ALONG THE EASTERLY LINE OF SECTION 13, TOWNSHIP 11 SOUTH, RANGE 10 EAST, GILA AND SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA BETWEEN MONUMENTS AS SHOWN. 13. NO FURTHER LOT SPLITTING SHALL BE DONE WITHOUT WRITTEN APPROVAL OF THE TOWN OF MARANA. 14. APPROVAL OF THIS PLAT DOES NOT AFFIRM, CERTIFY, OR APPROVE ANY LAND DIVISION THAT MAY BE CONTRARY TO STATE LAW, NOR DOES IT CERTIFY THE EXISTENCE OR COMPLIANCE WITH, ANY DEED RESTRICTIONS OR EASEMENTS. 15. ALL NEW AND EXISTING UTILITIES WITHIN OR CONTIGUOUS TO THE SITE SHALL BE PLACED UNDERGROUND EXCEPT ELECTRICAL TRANSMISSION LINES CARRYING 48 KV OR GREATER AND THOSE LINES WHICH CAN BE SHOWN TO EXIST IN CURRENT OR FUTURE ELECTRICAL TRANSMISSION CORRIDORS. 16. OBJECTS AND MATERIALS WITHIN SIGHT VISIBILITY TRIANGLES SHALL BE PLACED SO AS NOT TO INTERFERE WITH A VISIBILITY PLANE DESCRIBED BY TWO HORIZONTAL LINES LOCATED 30" AND 72" ABOVE FINISHED GRADE OF THE ROADWAY SURFACE, AND SHALL CONFORM TO THE TOWN OF MARANA SUBDIVISION STREET STANDARDS. 17. INSTALLATION OF ITEMS SUCH AS LANDSCAPE, HARDSCAPE, IRRIGATION, DRAINAGE IMPROVEMENTS, SIGNAGE, MONUMENTATION, WALLS, ETC. WITHIN PUBLIC RIGHTS-OF-WAY SHALL REQUIRE A LICENSE AGREEMENT FOR INSTALLATION, MAINTENANCE, AND INDEMNIFICATION. THIS DOCUMENT SHALL BE EXECUTED PRIOR TO FINAL APPROVAL OF LANDSCAPE PLANS OR IMPROVEMENT PLANS ALLOWING INSTALLATIONS WITHIN THE PUBLIC RIGHTS-OF-WAY. 18. SEWAGE DISPOSAL FOR ALL LOTS WILL BE INDIVIDUAL ON-SITE DISPOSAL SYSTEMS. 19. ACCESS TO LOTS 6-9 IS PROVIDED BY A PRIVATE ROAD LOCATED WITH AN ACCESS EASEMENT ADJACENT TO THE NORTHERLY BOUNDARY OF THE LOTS. 20. THE EXISTING PRIVATE ROAD SERVING LOTS 6-9 IS COMPOSED OF 6 INCHES OF COMPACTED ASPHALT MILLING WITH A 2 INCH OVERLAY OF ASPHALT (AC.) 21. EXISTING DRAINAGE PATTERNS WILL NOT BE ALTERED OR DISTURBED WITHOUT THE APPROVAL OF THE TOWN OF MARANA. 22. THE ENTIRE SUBDIVISION IS LOCATED IN A FEMA DESIGNATED AE ZONE, BEING WITHIN THE LIMITS OF THE 100-YEAR FLOODZONE PER FEMA FIRM NUMBER 04019C1010L AND ARE SUBJECT TO THE TOWN OF MARANA FLOOD PLAIN ORDINANCES. 23. THE AREA BETWEEN 100-YEAR FLOOD LIMITS REPRESENTS AN AREA THAT MAY BE SUBJECT TO FLOODING FROM A 100-YEAR FREQUENCY FLOOD AND ALL LAND IN THIS AREA WILL BE RESTRICTED TO USES THAT ARE COMPATIBLE WITH FLOODPLAIN MANAGEMENT AS APPROVED BY THE FLOODPLAIN ADMINISTRATOR. 24. ALL PROPOSED IMPROVEMENTS, INCLUDING LANDSCAPING, WITHIN THE EL PASO NATURAL GAS EASEMENT MUST BE APPROVED BT EPNG. ANY GROUND DISTURBANCE OR HEAVY EQUIPMENT TRAVEL WITHIN EPGN'S EASEMENT REQUIRES EPNG STAFF SUPERVISION. 25. ACCESS TO LOTS 1-5 WILL BE PROVIDED BY WAY OF STINGRAY DRIVE. 26. CERTAIN SUBDIVISION INFRASTRUCTURE AND DEDICATION ISSUES ARE ADDRESSED BY THE "POTTER RANCH RIGHT-OF-WAY ACQUISITION AND DEVELOPMENT AGREEMENT" ENTERED INTO BY AND AMONG MELVIN O. POTTER, L.L.C., SHERRY JANE CERVI, AND THE TOWN OF MARANA, RECORDED IN THE PIMA COUNTY RECORDER'S OFFICE AT SEQUENCE NUMBER ___________________ AND REFERRED TO ELSEWHERE ON THIS SUBDIVISION PLAT AS THE "POTTER RANCH DEVELOPMENT AGREEMENT." Final Plat for Potter Ranch Block 1, Lots 1 thru 5 Block 2, Lots 6 thru 9 ASSURANCES (ARE NOT REQUIRED) THE TOWN OF MARANA DOES NOT REQUIRE THE SUBDIVIDER TO PROVIDE SUBDIVISION ASSURANCES FOR THIS SUBDIVISION. ANY SUBDIVISION IMPROVEMENTS REQUIRED BY ARIZONA REVISED STATUTES SECTION 9-463.01(C)(8) AND MARANA TOWN CODE SECTION 17-5-5 HAVE BEEN PROVIDED. ADDITIONAL INFORMATION MAY BE FOUND IN THE POTTER RANCH DEVELOPMENT AGREEMENT. ASSURED WATER SUPPLY A CERTIFICATE OF ASSURED WATER SUPPLY HAS BEEN RECEIVED FROM THE ARIZONA DEPARTMENT OF WATER RESOURCES, ASSURED AND ADEQUATE WATER SUPPLY PROGRAMS. THE CERTIFICATE WAS RECORDED IN THE PIMA COUNTY RECORDER'S OFFICE ON MAY 16, 2018 AT SEQUENCE NUMBER 20181360291. THIS SUBDIVISION IS A DRY LOT SUBDIVISION. Owner Melvin O. Potter, LLC 14557 N. Luckett Road Marana, AZ. 85653 Sheet Index 1. Cover Sheet 2. Boundary Sheet 3. Easement Sheet U/E # 17017 PREPARATION DATE: 06-19-18 TOM # PRV 1712-001 Hardin Road Luckett RoadTOWN OF MARANA APPROVAL ________________________________________________ _________________ MARANA TOWN ENGINEER/DEVELOPMENT ENGINEER DATE _________________________________ _________________ MARANA PLANNING DIRECTOR DATE I, ________________________, CLERK OF THE TOWN OF MARANA HEREBY CERTIFY THAT THIS PLAT WAS APPROVED BY THE TOWN COUNCIL OF THE TOWN OF MARANA ON THE ____ DAY OF _________, 2018. BY: _______________________________ ________________ CLERK OF THE TOWN OF MARANA DATE CERTIFICATION OF SURVEY I HEREBY CERTIFY THAT THE BOUNDARY SURVEY AS SHOWN ON THIS PLAT WAS PERFORMED UNDER MY DIRECTION AND THAT ALL EXISTING AND PROPOSED SURVEY MONUMENTS AND MARKERS SHOWN ARE CORRECTLY DESCRIBED. I FURTHER CERTIFY THAT THIS PLAT WAS PREPARED UNDER MY DIRECTION. RECORDING STATE OF ARIZONA )FEE ____________ ) ss COUNTY OF PIMA )SEQUENCE # _________________ THIS INSTRUMENT WAS FILED FOR RECORD AT THE REQUEST OF URBAN ENGINEERING, INC ON THIS______ DAY OF _______, 2018, AT _______ IN SEQUENCE NO. _____________THEREOF. F. ANN RODRIGUEZ COUNTY RECORDER _______________________ DEPUTY DEDICATION: WE, THE UNDERSIGNED, HEREBY WARRANT THAT WE ARE ALL AND THE ONLY PARTIES HAVING ANY FEE TITLE INTEREST IN THE LAND SHOWN ON THIS PLAT, AND WE CONSENT TO THE SUBDIVISION OF THIS LAND IN THE MANNER SHOWN ON THIS PLAT. PURSUANT TO THE TERMS OF THE POTTER RANCH DEVELOPMENT AGREEMENT, WE HEREBY DEDICATE TO THE TOWN OF MARANA THE RIGHT-OF-WAY OF STINGRAY DRIVE AS SHOWN ON THIS PLAT, AND WE HEREBY QUIT-CLAIM TO THE TOWN OF MARANA ANY RIGHTS, TITLE, INTEREST, OR CLAIM WE MAY HAVE TO LUCKETT ROAD AS IT IS SHOWN ON THIS PLAT. WE AND OUR SUCCESSORS AND ASSIGNS HEREBY HOLD THE TOWN OF MARANA, ITS EMPLOYEES, OFFICERS, AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS FOR DAMAGES RELATED TO THE USE OF THESE LANDS NOW AND IN THE FUTURE BY REASON OF FLOODING, FLOWAGE, EROSION, OR DAMAGE CAUSED BY WATER, WHETHER SURFACE, FLOOD, OR RAINFALL. NATURAL DRAINAGE SHALL NOT BE ALTERED, DISTURBED, OR OBSTRUCTED WITHOUT THE APPROVAL OF THE TOWN OF MARANA. MELVIN O. POTTER, LLC BY: __________________________________________________ MELVIN O. POTTER, MANAGER DATE STATE OF WISCONSIN ) ) SS COUNTY OF _________ ) ON THIS______ DAY OF __________, 2018, BEFORE ME, THE UNDERSIGNED PERSONALLY APPEARED, MELVIN O. POTTER WHO ACKNOWLEDGED HIMSELF TO BE THE MANAGER OF MELVIN O. POTTER, LLC, AND BEING AUTHORIZED SO TO DO, EXECUTED THE FOREGOING INSTRUMENT FOR AND ON BEHALF OF THE LLC. ______________________________ _________________________________ NOTARY PUBLIC MY COMMISSION EXPIRES CERTIFICATION OF ENGINEERING I HEREBY CERTIFY THAT THE FLOODPLAIN LIMITS AND EROSION HAZARD SETBACKS AS SHOWN ON THIS PLAT WERE PREPARED UNDER MY DIRECTION. Site Block 1 Block 2 Section 18 Section 19 Section 12 Section 13 Section 24 Expires 09/30/2019 Pima CountyPima CountyTown of MaranaTown of MaranaCover Sheet SEQUENCE NO. ___________________________________SEQUENCE NO. ___________________________________Marana Regular Council Meeting 08/07/2018 Page 13 of 237 Fnd 1 2" untagged rebar 0.33' E of Center 1 4 Corner Fnd IP 7.2' S of Calc'd C 1 4 Corner Fnd. 1 2" Untagged rebar 3.26' S of Corner Set W.C. 8.74' W of Corner Fnd. 1 2" untagged rebar Fnd. 1 2" untagged rebar 29.66' (C) 30.00' (R) 30.00' 6 ( 50Fnd 1 2" untagged rebar Not A Part 1 : 1 : 480.20'351.17'343.49'343.24'335.54'6 : 5 &333.26'333.26'535.28'333.27' 333.54'333.29'1 : 06 (1327.07'6 (1326.31'6 (1326.03'6 (1245.55'6 (1247.37'685.27'6 ( 685.25'2601.08'350.44'343.24'343.49'336.31'1 (1242.72'1 (1243.63'1 (1244.54'1 : 964.32' 6 ( 449.34'1 : 06 ( 31.15'Luckett Road 60' Right-of-WayStingray Drive * 1 :01 :5 0 5 1 : 50 Block 21 :1326.58'531.01'333.25' 25' Right-of-Way Dedicated by Separate Instrument ***** SVT (typ.) SVT (typ.) SVT (typ.) SVT (typ.)600'470'208-09-010C 208-09-010C Not A Part 30' Road Dedication Proceedings No. 0119470'600'470'600'470'E 1 4 Cor. Section 13 Cotton Spindal SE Cor. Section 13 Steel Pin S 1 4 Cor. Section 13 per Book 20 RS, page 91 Set 1/2" Rebar Tagged RLS 30365 1 : 501 :&1 : 501 : 506 ( 501 : &N 1/4 Cor. Section 13 Steel Pin BCSM Town of Marana Accepted for NE Cor. Sec. 13 per Book 20 RS, page 91. Fnd BCSM Town of Marana 4.92' E1320.16 (R)600'Unsubdivided R-144 208-09-010J Rio Claro Inc, Wattsup LLLP and SMT Investors LP, ETAL 1819 E. Southern Ave. Ste. B10 Mesa, AZ 85204-5259 Unsubdivided R-144 208-09-010J Rio Claro Inc, Wattsup LLLP and SMT Investors LP, ETAL 1819 E. Southern Ave. Ste. B10 Mesa, AZ 85204-5259 RH (Pima County) 208-14-0020 City of Tucson Unsubdivided R-144 217-19-0010 Hughes Krby and Luckett LLLP 8800 N Gainey Ctr Dr Ste 255 Scottsdale, AZ 85258-2164 AG 217-22-527B Luckett Rd LLC 13580 W Kirby Hughes Rd Marana, AZ 85653-9769 AG 217-22-527A Diamond Farms LLC 13901 W Kirby Hughes Rd Marana, AZ 85653-9658 A (Small Lot Zone) 208-14-001A Desert Heriage LP, Susan Ong, Shirley Fong, Sharon Tom, Brian Ong, ET AL 4365 N Silverbell Rd Tuscon, AZ 85745-9385 LOT 1 Block 1 427017 Sq. Feet 9.803 Acres LOT 2 Block 1 427017 Sq. Feet 9.803 Acres LOT 3 Block 1 427017 Sq. Feet 9.803 Acres LOT 4 Block 1 427017 Sq. Feet 9.803 Acres LOT 5 Block 1 635986 Sq. Feet 14.600 Acres LOT 9 442465 Sq. Feet 10.158 Acres LOT 8 707355 Sq. Feet 16.239 Acres LOT 7 442029 Sq. Feet 10.148 Acres LOT 6 441963 Sq. Feet 10.146 Acres Not A Part 208-09-010E Richard and Elizibeth Miller 14975 N Luckett Rd Marana, AZ 85653 Block 1 Block 1 Unsubdivided R-144 208-09-010J Rio Claro Inc, Wattsup LLLP and SMT Investors LP, ETAL 1819 E. Southern Ave. Ste. B10 Mesa, AZ 85204-5259 217-23-0090 John Lim and Company Inc 1912 W Lincoln Ave Montebello, CA 90640 Not A Part 208-09-0150 Eddie and Maria Stine 14515 N Luckett Rd Marana, AZ 85653-9386 Not A Part 208-09-0140 Melvin and Winifred Potter 14557 N Luckett Rd Marana, AZ 85653 Not A Part 208-09-010H Sherry Jane Cervi 14557 N Luckett Rd Marana, AZ 85653-9386 Not A Part 208-09-0110 George and JoLynn Alexander 14575 N Luckett Rd Marana, AZ 85653-9386 Not A Part 208-09-0120 Pacheco Farm Mgmt and Consulting Co PO Box 275 Marana, AZ 85653 Not A Part 208-09-0130 Daniel and Patricia Post Living Trust 14180 W Kirby Hughes Rd Marana, AZ 85653-8587 25' Right-of-Way Legend Fnd. Control Monument as described Fnd. monument as described. Set a 1 2" rebar, tagged 30365 Record Measurement Book 20 RS, page 91 Field Measurement Calculated Measurement Access Location Sight Visibility Triangle Section Line Boundary Line Property Line/ Right-of-Way Line Easement Line 25' ROW Dedicated by Sequence Number _____. 25' ROW Dedicated by this plat. As to Surveying Only As to Engineering Only (R) (M) (C) Final Plat For Potter Ranch Block 1, Lots 1 thru 5 Block 2, Lots 6 thru 9 Being a part of Section 13, Township 11 South, Range 10 East, Gila and Salt River Meridian, Town of Marana, Pima County, Arizona * Expires 09/30/2019 SEQUENCE NO. ___________________________________ U/E # 17017 PREPARATION DATE: 06-19-18 TOM # PRV 1712-001 SVT Boundary Sheet SHEET 2 OF 3 SEQUENCE NO. ___________________________________Marana Regular Council Meeting 08/07/2018 Page 14 of 237 6 ( 50 25' CMID Canal Easement Book 107 MR, page 151 Docket 3212, page 564 3' Gas Line Easement Dkt. 2122, page 172 Dkt. 6298, page 599 Location Approximate 25' Ingress Egress Easement Docket 6298, page 599 Docket 9108, page 602 SEQ. No. 20111570598 36' Ingress, Egress, and Utility Easement Docket 6298, page 599 Docket 8018, page 1993 Docket 9108, page 602 SEQ. No 20111570598 25' Ingress, Egress, and Utility Easement Docket 6298, page 599 Docket 9108, page 602 SEQ. No. 20111570598 25' Sewer Easement Docket 5149, page 693 15' Ingress, Egress, and Irrigation Easement Docket 11550, page 198 20' Ingress, Egress, and Utility Easement Docket 11971, page 954 Docket 12022, page 5283 20' Electrical Easement Docket 12550, page 2575 Docket 12550, page 2581 20' Ingress, Egress, and Utility Easement Docket 11971, page 954 Docket 12022, page 5283 20' Electrical Easement Docket 12550, page 2575 Docket 12550, page 2581 20' Ingress, Egress, and Utility Easement Docket 12022, page 5283 10' X 10' Electrical Easement Docket 12550, page 2575 Docket 12550, page 2581 10' X 10' Electrical Easement Docket 12550, page 2575 Docket 12550, page 2581 10' X 10' Electrical Easement Docket 12550, page 2575 Docket 12550, page 2581 10' X 10' Electrical Easement Docket 12550, page 2575 Docket 12550, page 2581 10' Communications Easement Docket 11658, page 887 10' X 20' Electrical Easement Docket 13014, page 721 30' Access Easement Docket 8018, page 1993 Docket 8537, page 1790 30' Access Easement Docket 8018, page 1993 Docket 8537, page 1790 30' Access Easement Docket 8018, page 1993 Docket 8895, page 742 30' Access Easement Docket 8018, page 1993 10' Electric Easement Docket 6432, page 1239 10' Electric Easement Docket 6432, page 1239 10' Electric Easement Docket 6432, page 1239 6' X 6' Electric Easement Docket 7844, page 983 SEQ. No. 20111570598 25' CMID Canal Easement Book 107 MR, page 564 60' EPNG Pipeline Easement Docket 681, page 108 & 109 Location Approximate Scaled from Dkt. 8018, page 1993 25' CMID Canal Easement Book 107 MR, page 151 Docket 3212, page 564 3' Gas Line Easement Dkt. 2122, page 172 Dkt. 6298, page 599 Location Approximate LOT 9 442465 Sq. Feet 10.158 Acres LOT 8 707355 Sq. Feet 16.239 Acres LOT 7 442029 Sq. Feet 10.148 Acres LOT 6 441963 Sq. Feet 10.146 Acres LOT 1 Block 1 427017 Sq. Feet 9.803 Acres LOT 2 Block 1 427017 Sq. Feet 9.803 Acres LOT 3 Block 1 427017 Sq. Feet 9.803 Acres LOT 4 Block 1 427017 Sq. Feet 9.803 Acres LOT 5 Block 1 635986 Sq. Feet 14.600 Acres 1 : 1 : 480.20'351.17'343.49'343.24'335.54'6 : 5 &333.26'333.26'535.28'333.27' 333.54'333.29'1 : 06 (1327.07'6 (1326.31'6 (1326.03'6 (1245.55'6 (1247.37'685.27'6 ( 685.25'2601.08'350.44'343.24'343.49'336.31'1 (1242.72'1 (1243.63'1 (1244.54'1 : 964.32' 6 ( 449.34'1 : 06 ( 31.15' Stingray Drive 1 :01 :5 0 5 SE 1 4 Easterly 50' Annexed by the Town of Marana Dkt. 7335, pg. 1386 Dkt. 8121, pg. 2688 1 : 50 Block 1 Block 1 1 :1326.58'531.01'333.25'1 :&1 : 501 : 506 ( 501 : &1320.16 (R)25' Right-of-Way Luckett Road(Proceedings No. 019)Block 2 S 1 4 Cor. Section 13 per Book 20 RS, page 91 Set 1/2" Rebar Tagged RLS 30365Stingray Drive1 : 50SE Cor. Section 13 Steel Pin 480.20'351.17'343.49'343.24'335.54'685.25'6 ( 6 ( 1 ( 1 ( 1 ( 1 :1 : 1 :1 :1 :1 :1 :1 :LOT 1 Block 1 427017 Sq. Feet 9.803 Acres LOT 2 Block 1 427017 Sq. Feet 9.803 Acres LOT 3 Block 1 427017 Sq. Feet 9.803 Acres LOT 4 Block 1 427017 Sq. Feet 9.803 Acres LOT 5 Block 1 635986 Sq. Feet 14.600 Acres Not A Part 208-09-010H Sherry Jane Cervi 14557 N Luckett Rd Marana, AZ 85653-9386 25' Right-of-Way Dedicated by This Plat 25' Right-of-Way Dedicated by This Plat Luckett Road 1 ( 1 ( 50 30' Legend Fnd. Control Monument as described Fnd. monument as described. Set a 1 2" rebar, tagged 30365 Record Measurement Book 20 RS, page 91 Field Measurement Calculated Measurement Sight Visibility Triangle Section Line Boundary Line Property Line/ Right-of-Way Line Easement Line 25' ROW Dedicated by Sequence Number _____. 25' ROW Dedicated by this plat. As to Surveying Only As to Engineering Only (R) (M) (C) Final Plat For Potter Ranch Block 1, Lots 1 thru 5 Block 2, Lots 6 thru 9 Being a part of Section 13, Township 11 South, Range 10 East, Gila and Salt River Meridian, Town of Marana, Pima County, Arizona Expires 09/30/2019 U/E # 17017 PREPARATION DATE: 06-19-18 TOM # PRV 1712-001 SVT Easement Sheet SHEET 3 OF 3 SEQUENCE NO. ___________________________________SEQUENCE NO. ___________________________________Stingray Dr. Dedication Detail Scale: 1"=150' Marana Regular Council Meeting 08/07/2018 Page 15 of 237 POTTER RANCH RIGHT-OF-WAY ACQUISITION AND DEVELOPMENT AGREEMENT Town of Marana, Arizona THIS RIGI-lT-Of-WAY ACQUISITION AND DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into by and between the TOWN OF MARANA (the "Town"), an Arizona municipal corporation; MELVIN 0. POTTER, L.L.C. (the "LLC"), an Arizona limited liability company; and SHERRY JANE CERVI ("Ms. Cervi"), a man·ied woman acting .in her sole and separate right. The LLC and Ms. Cervi are sometimes collectively referred to as the "Property Owners," either of which is sometimes referred to as a "Property Owner." The Town, the LLC, and Ms. Cervi are sometimes collectively referred to as the "Parties," any of which is sometimes individually referred to as a "Party." RECITALS A. The LLC has submitted a subdivision plat referred to in this Agreement as the "Potter Ranch Plat" and more fully described as Potter Ranch Block 1 Lots 1 thru 5 and Block 2, Lots 6 thru 9, which is being recorded in the Pima County Recorder's office at Sequence ______ _ concurrently with the recording of this Agreement. B. The Town owns the Marana Wastewater Reclamation Facility and an associated recharge facility, all of which are collectively referred to in this Agreement as the "Treatment Plant" and which are located about a third of a mile west of the ]and depicted on the Potter Ranch Plat. C. The Town is the current owner of a sewer easement originally granted to Pima County over the south 25 feet of Section 13, Township 11 South, Range 10 East, recorded in the Pima County Recorder's office on November 21, 1975, at Book 5149, Page 693 (the "Sewer Easement"). D. An existing road informally known as "Treatment Plant Road," located over the Sewer Easement and strip-paved with a thin layer of asphalt, is and has been for many years used for vehicular access to the Treatment Plant. E. The Town needs to acquire fee title to the land burdened by the Sewer Easement, to be used as a portion of the right-of-way for a public road to the Treatment Plant, where the Town plans to construct public park improvements and amenities surrounding the water recharge basins. F. The portion of the Sewer Easement that crosses the Property Owners' properties is identified as "Stingray Drive" on the Potter Ranch Plat. G. The Town's construction of improvements to the Treatment Plant has resulted in the stock- piling of spoil dirt on the Town's property containing the Treatment Plant. This spoil dirt is referred to in this Agreement as the "Spoil Dirt." The Town has no immediate need for the Spoil Dirt. Any of the Spoil Dirt that remains on the site will need to be relocated when a future phase of the recharge project is constructed. H. The LLC contends that it should not be required to install normal subdivision infrastructure to serve the Potter Ranch Plat for reasons including its large lots (the smallest of which are over 0005754!.DOCX/4 7/10/2018 9:34AM POTTER RANCH RIGHT-OF-WAY ACQUISITION & DEVELOPMENT AGREEMENT -1 - Marana Regular Council Meeting 08/07/2018 Page 16 of 237 9.8 acres), its rural setting, the existing rural roadway network, and the Town's impending need to acquire and improve Stingray Drive as a public roadway to serve the Treatment Plant and future park amenities. I. Marana Town Code section 17-5-7 authorizes the Marana Town Council to modify the town's subdivision requirements for a particular subdivision under appropriate conditions as it deems appropriate in the public interest. J. The Parties desire to set forth the terms for the Property Owners' conveyance of the portion of Stingray Drive that crosses the Property Owners' lands, and to memorialize the agreement be- tween the Town and the LLC pertaining to certain subdivision infrastructure matters associated with the Potter Ranch Plat. K. The development contemplated by this Agreement is in compliance with the Town's adopted and approved General Plan (as defined in A.R.S. § 9-461). L. The Town is authorized by A.R.S. § 9-500.05 to enter into a development agreement with a land owner or other person or entity having an interest in real property located within the Town to facilitate development of the property by providing for, among other things, the conditions, terms, restrictions, and requirements for development and public infrastructure and any other mat- ters relating to the development of the property. AGREEMENT Now, THEREFORE, in consideration of the foregoing recitals, which are incorporated into this Agreement as though fully restated here, and the mutual covenants set forth in this Agreement, the Parties hereby agree as follows: 1. Conveyance ofStingray Drive by the LLC. Pursuant to the terms of this Agreement, the LLC is conveying to the Town by dedication on the Potter Ranch Plat that portion of Stingray Drive owned by the LLC. 2. Tramfer a./Stingray Drive by Ms. Cervi. Pursuant to the terms of this Agreement, Ms. Cervi has delivered into escrow for recording a fully executed deed of dedication, conveying to the Town that portion of Stingray Drive owned by Ms. Cervi. This deed of dedication is referred to in this Agreement as the "Cervi Deed." Escrow is being handled by Stewart Title & Trust of Tucson, under Title Commitment 208-09-01 OH. The Town is responsible for all escrow and title fees as- sociated with this transaction. Ms. Cervi shall sign and provide any and all documentation as rea- sonably required by the title officer to assure that the Town receives title to the property free and clear of all liens and encumbrances. 3. Recording of the Potter Ranch Plat and the Cervi Deed. Upon full execution of this Agree- ment by the Parties, the Town is authorized to record the Potter Ranch Plat and the Cervi Deed in the Pima County Recorder's office. 4. Land areas transferred. The land areas of Stingray Drive transferred pursuant to this Agree- ment, the Potter Ranch Plat, and the Cervi Deed are as follows: a. The portions being conveyed by the LLC total approximately 1,853.64 feet in length by 25 feet in width for a total area of approximately 46,341 square feet, or approximately 1.06 acres of land. 0005754l.DOCX /4 POTTER RANCH RIGHT-OF-WAY ACQUISITION & DEVELOPMENT AGREEMENT - 2 - 7/10/2018 9:34AM Marana Regular Council Meeting 08/07/2018 Page 17 of 237 b. The portion being conveyed by Ms. Cervi totals approximately 685.25 feet in length by 25 feet in width for a total area of approximately 17, 131.25 square feet, or approximately 0.39 acres of land. 5. Access to the Spoil Dirt. The Property Owners need fill dirt for two horse arenas totaling approximately 150,000 square feet in area located on parcels of land owned by the Melvin 0. Potter & Winifred C. Potter Trust and George C. Alexander & Jo Lynn Alexander adjacent to the land depicted on the Potter Ranch Plat, and have determined that the Spoil Dirt is of a quality and quantity sufficient for their purposes. The Town authorizes the Property Owners to take all or any portion of the Spoil Dirt from the Treatment Plant property. The Property Owners shaH be respon- sible for any costs associated with delivery of the Spoil Dirt. The Property Owners shall coordinate entry and access with the Treatment Plant supervisor. The Property Owners' access to the Spoil Dirt shall terminate on the first anniversary of this Agreement, unless extended by no more than six months by written agreement signed by one or more of the Property Owners and the Town's Water Director. Nothing in this paragraph shall be interpreted to allow the Property Owners to sell the Spoil Dirt to third parties, and nothing in this paragraph shall prohibit the Town from allowing others to use the Spoil Dirt, so long as at least 5,000 cubic yards of Spoil Dirt remains available to the Property Owners during the period the Property Owners have access to the Spoil Dirt as de- scribed in this paragraph. 6. Town construction of Stingray Drive. The Town shall be responsible for the construction and maintenance of Stingray Drive, which shall continue to bear that name. 7. The Property Owners' right of access to Stingray Drive. The LLC shall have the right to use Stingray Drive for access to Lots 1-5 as shown on the Potter Ranch Plat. Ms. Cervi shall have the right to use Stingray Drive for access to her land (identified as "Not A Part 208-09-01 OH") located between Lots 4 and 5 as shown on the Potter Ranch Plat. 8. Private road serving Lots 6-9. Lots 6-9 as shown on the Potter Ranch Plat are served by an existing private road located within a deeded or prescriptive access easement adjacent to the nor- therly boundary of the lots. The existing private road is composed of six inches of compacted asphalt milling with a two-inch overlay of asphalt. Based on review of aerial photography and other information available to the Town, the Town is satisfied that the existing private road has been in open and obvious use for vehicular access for lands including the area depicted by Lots 6-9 as shown on the Potter Ranch Plat for a period of well over ten years. The Town will allow the existing private road to be used to satisfy any Town subdivision roadway improvement require- ments for Lots 6-9 as shown on the Potter Ranch Plat. 9. Modification of subdivision requirements. The requirements set forth in Marana Town Code Chapter 17-5 ("Subdivisions") and any other related Town subdivision regulations or requirements are hereby modified and waived pursuant to Marana Town Code Section 17-5-7 to the extent they exceed the standards of the subdivision infrastructure improvements as described in this Agree- ment and/or as set forth in the Potter Ranch Plat. 10. Quit claim to Luckett Road. The "Dedication" block of the Potter Ranch Plat shall provide that the LLC quit claims any interest in Luckett Road as shown on the Potter Ranch Plat. The Town requests the quit claim for reasons including any possible historic irregularities in the estab- lishment proceedings or right-of-way acquisition associated with Luckett Road. 0005754l.DOCX /4 POHER RANCH RIGHT-OF-WAY ACQUISITION & DEVELOPMENT AGREEMENT -3- 7110/2018 9:34AM Marana Regular Council Meeting 08/07/2018 Page 18 of 237 11. Waiver of appraisal and just compensation. The Property Owners understand, acknowledge, and agree that: a. If the Town were to acquire Stingray Drive by condemnation, the Property Owners would be entitled to receive from the Town a Town-funded independent fee appraisal of the portions of Stingray Drive they are transferring to the Town pursuant to this Agreement; and b. If the Town were to acquire Stingray Drive by condemnation, the Property Owners would be entitled to receive just compensation in an amount not less than the independent fee-appraised value ofthe portions of Stingray Drive they are transferring to the Town pursu- ant to this Agreement; and c. They are waiving their right to appraisal and just compensation and accepting instead the benefits and terms as set forth in this Agreement. 12. Term. This Agreement shall become effective (the "Effective Date") upon the later of (i) its date of recording pursuant to paragraph 17 below and (ii) the effective date of the Marana Town Council resolution approving its execution. Once effective, this Agreement shall remain in effect for so long as the land depicted on the Potter Ranch Plat is used in a manner consistent with the Potter Ranch Plat. 13. Development impact fees. Nothing in this Agreement shall be construed as a waiver or reduction of development impact fees properly adopted by the Town pursuant to A.R.S. § 9-463.05 and applicable to the land depicted on the Potter Ranch Plat. 14. No partnership or joint venture. Nothing in this Agreement shall be understood or con- strued to create or imply a partnership or joint venture between or among the Property Owners and the Town. 15. Cooperation and alternative dispute resolution. a. Non-performance; remedies. If any Party does not perform under this Agreement (the "Non-Performing Party") with respect to any of that Party's obligations under this Agree- ment, any other Party (the "Demanding Party") shall be entitled to give written notice in the manner prescribed in paragraph 16 below to the Non-Performing Party, which notice shall state the nature of the non-performance claimed and make demand that such non- performance be corrected. The Non-Performing Party shall then have (i) 15 days from the date of the notice within which to correct the non-performance if it can reasonably be cor- rected by the payment of money, or (ii) 30 days from the date of the notice to cure the non- performance if action other than the payment of money is reasonably required, or if the non- monetary non-performance cannot reasonably be cured within 30 days, then such longer pe- riod as may be reasonably required, provided and so long as the cure is promptly commenced within 30 days and thereafter diligently prosecuted to completion. If any non-performance is not cured within the applicable time period set forth in this paragraph, then the Demanding Party shall be entitled to begin the mediation and arbitration proceedings set forth in this par- agraph. b. Mediation. If there is a dispute under this Agreement which the Parties cannot resolve between themselves, the Parties agree that there shall be a 45-day moratorium on arbitration during which time the Parties agree to attempt to settle the dispute by nonbinding mediation before commencement of arbitration. The mediation shall be held under the commercial me- 00057541.DOCX /3 POTTER RANCH RIGHT -OF-WAY ACQUISITION & DEVELOPMENT AGREEMENT -4- 7/5/2018 2:21PM Marana Regular Council Meeting 08/07/2018 Page 19 of 237 during which time the Parties agree to attempt to settle the dispute by nonbinding mediation before commencement of arbitration. The mediation shall be held under the commercial me- diation rules ofthe American Arbitration Association. The matter in dispute shall be submitted to a mediator mutually selected by the Property Owners and the Town. If the Parties cannot agree upon the selection of a mediator within seven days, then within three days thereafter the Town and the Property Owners shall request the presiding judge of the Superior Court in and for the County of Pima, State of Arizona, to appoint an independent mediator. The mediator selected shall have at least five years' experience in mediating or arbitrating disputes relating to real estate development. The cost of any such mediation shall be divided equally between the Town (half) and the Property Owners (half). The results of the mediation shall be nonbind- ing on the Parties, and any Party shall be free to initiate arbitration after the moratorium. c. Arbitration. After mediation, as provided for in subparagraph 16.b above, any dispute, controversy, claim or cause of action arising out of or relating to this Agreement shall be settled by submission of the matter by both Parties to binding arbitration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. § 12-501 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction. 17. Notices. All notices, requests and other communications under this Agreement shall be given in writing and either (i) personally served on the party to whom it is given, or (ii) mailed by registered or certified mail, postage prepaid, return receipt requested, or (iii) sent by private over- night courier such as Federal Express or Airborne, addressed as follows: If to the Town: TOWN OF MARANA Attn: Town Attorney 11555 W. Civic Center Drive, Bldg. A3 Marana, Arizona 85653-7006 Telephone: (520) 382-1900 Ifto the LLC: Melvin 0. Potter, Manager MELVIN 0. POTTER, L.L.C. 14557 N. Luckett Road Marana, Arizona 85653 Telephone: (520) 906-6792 Ifto Ms. Cervi: SHERRY JANE CERVI 14557 N. Luckett Road Marana, Arizona 85653 Telephone: (520) ______ _ All notices shall be deemed given when delivered or, if mailed as provided above, on the second day after the day of mailing, and if sent by overnight courier, on the next day after the date of deposit with the courier. Any Party may change its address for the receipt of notices at any time by giving written notice thereof to the other parties in accordance with the terms of this section. 00057541 DOCX /4 POTTER RANCH RIGHT-OF-WAY ACQUISITION & DEVELOPMENT AGREEMENT - 5 - 7110/2018 9:34AM Marana Regular Council Meeting 08/07/2018 Page 20 of 237 The inability to deliver notice because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be the effective receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. I 8. Recordation. After this Agreement has been executed by the Parties, the Town shall record this Agreement in the office of the Pima County Recorder. 19. Miscellaneous. a. This Agreement may not be modified except in a writing signed by the Parties, or by the Town and one Property Owner if the modification does not affect the rights of the other Prop- erty Owner. b. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona, and any lawsuit to enforce any provision of this Agreement or to obtain any remedy with respect to this Agreement shall be brought in the Pima County Superior Court, and for this purpose the Parties expressly and irrevocably consent to the jurisdiction of the Pima County Superior Court. c. If any Party fails to perform any of its obligations under this Agreement or if a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the pre- vailing Party shall be entitled to its reasonable attorneys' fees and costs consistent with A.R.S. § 12-341.01. d. This Agreement may be executed in identical counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature pages and this Agreement may be executed by the affixing of the signature pages, and all of such coun- terpart signature pages shall be read as though one, and they shall have the same force and effect as though all the signers had signed a single signature page. e. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors in interest and assigns. f. This Agreement is subject to A.R.S. § 38-511, which provides for cancellation of con- tracts in certain instances involving conflicts of interest. [Remainder of page intentionally left blank. Signature page follows.] 00057541. DOCX /4 7/10/2018 9:34AM PCHTER RANCH RIGHT-OF-WAY ACQUISITION & DEVELOPMENT AGREEMENT - 6 - Marana Regular Council Meeting 08/07/2018 Page 21 of 237 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last date set forth below their respective signatures, with an Effective Date determined as set forth in para- graph 12 above. THE "TOWN": ToWN OF MARANA, an Arizona municipal corporation By: _____________ _ Ed Honea, Mayor Date: ____________________________ _ ATIEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney STATE OF _______ ) ss County of----------------) THE "PROPERTY OWNERS": MELVIN 0. POTIER, L.L.C., an Arizona limited liability company (the "LLC") By: ~ () £d/iiL Melvin 0. Potter, Manager Date: 7 -/ ~-/ l{ SHERRY JANE CERVI, a married woman acting ~~ghtrr;~i") Sherry Jane i Date: /-15 -1'2 The foregoing instrument was acknowledged before me on by Melvin 0. Potter, Manager ofMELVIN 0. POTIER, L.L.C., an Arizona limited liability company, on behalf of 'h1e ,LLC. \ \ \ I I I, . (' . · .. ) \sea•) .·.' · " . .-::-. . . I·' .. () ,' I ' / '.'' ·' . v fl • ) II ,' l-1'1 • • I ' :-: . )• (.. Notary Public ~ .(') tt l •• p .... . \1 (; . ' 0 I :ST {\. TE OF ·.....,....-\--:--------) . ' I i:. . . . •' SS Cbunty1 d:f ) The foregoing instrument was acknowledged before me on---------by SHERRY )ANE ,CEJWI, a married woman acting in her sole and separate right. '. \ t.. I ) ' \ \, ·' / -.'--::'<.··(Seal) .. :'·''/··--. ( ,' /1 I ' '/ ·. ·/ '; , c-/ <) • ~i ••• ; ~ : t·'l • ·-1 . -~-I If ', () ( .11 • () r ~,. · . 0005754I'DOC ?f;13 . // '.! J 1 1 t • 1 o t ' 't 'I "1 ' / ~·;~, \ \ I ' I ' I I I I I \ \ l (,) . Notary Public POTTER RANCH R.IGHT-OF-WAY ACQUISITION & DEVELOPMENT AGREEMENT -7- 7/5/2 018 2:21PM Marana Regular Council Meeting 08/07/2018 Page 22 of 237 Legend 1:16,000 PRV1712-001 Final Plat for Potter Ranch Notes0.50.25 THIS MAP IS NOT TO BE USED FOR NAVIGATION© Latitude Geographics Group Ltd. 0.5 0 Miles WGS_1984_Web_Mercator_Auxiliary_Sphere This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. Town of Marana Planning Marana Town Limits Major Streets Parcels (Black) state_hillshade_clip High : 254 Low : 0 interstate_signs I-10 I-19 interstates I M; S; U pima_line major_streets streets railroad boundaries_marana_line airports washes parks tucson_poly orovalley boundaries_marana_reverse_town_limits boundaries_marana_poly_web PRV1712-001 PRV1712-001 PRV1712-001Marana Road Sagebrush Road Kirby Hughes Road Hardin Road Luckett Road I-1 0 Marana Regular Council Meeting 08/07/2018 Page 23 of 237 Marana Regular Council Meeting 08/07/2018 Page 24 of 237 Council-Regular Meeting C2 Meeting Date:08/07/2018 To:Mayor and Council From:Steven Vasquez, Senior Planner Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2018-069: Relating to Development; approving a preliminary plat for Gladden Farms Blocks 40 & 41 Lots 1-119, Common Areas A-1 - A-11 and Common Areas B-1 - B-3 at the northeast corner of Midfield Road and Tangerine Road (Steven E. Vasquez) Discussion: Request Rick Engineering, on behalf of Crown West Realty LLC, is requesting the approval of a preliminary plat consisting of 119 residential lots and common areas "A" and "B" on approximately 23.9 acres within the Gladden Farms II development. Location The subdivision will be located within Blocks 40 and 41 of the Gladden Farms Blocks 26-43 block plat (Book 62, Page 64) at the northeast corner of Midfield Road and Tangerine Road. Zoning The zoning for Blocks 40 and 41 is F - Specific Plan (Gladden Farms II) with a land use designation of High Density Residential (HDR). The HDR land use permits small-lot, single-family detached homes with a minimum lot size of 3,500 square feet. The proposed minimum lot size is 5,257 square feet (Lot 109). The proposed maximum lot size is 7,800 square feet (Lot 12). The proposed average lot size is 5,563 square feet. Transportation The subdivision will have two entries. One entry will be off Tangerine Road on O'Farrel Avenue with a 44 foot right-of-way. The other will be off Midfield Road on Browns Drive with a 60 foot right-of-way. The typical internal street section is a 42 foot wideMarana Regular Council Meeting 08/07/2018 Page 25 of 237 Drive with a 60 foot right-of-way. The typical internal street section is a 42 foot wide public right-of-way. Park Requirements and Trails Per the Gladden Farms II Specific Plan, 185 square feet of on-site recreation area per single-family detached residence is required. This subdivision requires a minimum of 22,015 square feet of recreation area. The active recreation area is planned for Common Area "B-1" located in the northwest portion of the subdivision and is 40,994 square feet in size. Trails will be located within Common Areas "B-2" and "B-3" that connect the subdivision to the open space paseo system planned for Phase II of Gladden Farms. Neighborhood Design Plan Per the Residential Design Standards found in Title 8 of the Land Development Code, a neighborhood design plan is to be submitted as part of the preliminary plat submittal and approved by the Town Council. The neighborhood design plan is intended to regulate aesthetic quality and construction within the subdivision. The Gladden Farms II Specific Plan, adopted by Town Council per Ordinance 2006.03 on March 7, 2006, will serve as the neighborhood design plan for the development of blocks 26 through 43 in the Gladden Farms II Specific Plan area. Planning Commission This preliminary plat was presented to the Planning Commission on June 27, 2018, and received a unanimous recommendation for approval 5-0 (Commissioners Hill & Schachter were absent). Staff Recommendation: Staff has reviewed the request against the requirements of the Gladden Farms II Specific Plan, the Marana Land Development Code, the Town Code and the Marana General Plan. This preliminary plat is in substantial conformance with all required development regulations and staff recommends approval. Suggested Motion: I move to adopt Resolution No. 2018-069 approving a preliminary plat for Gladden Farms Blocks 40 & 41 Lots 1-119, Common Areas A-1 - A-11 and Common Areas B-1 - B-3 at the northeast corner of Midfield Road and Tangerine Road. Attachments Resolution No. 2018-069 PRV1804-002 GF 40 & 41 PP PRV1804-002 GF 40 & 41 PP Map PRV1804-002 GF 40 & 41 PP App Marana Regular Council Meeting 08/07/2018 Page 26 of 237 Marana Resolution No. 2018-069 MARANA RESOLUTION NO. 201 8-069 RELATING TO DEVE LOPMENT; APPROVING A PRELIMINARY PLAT FOR GLADDEN FARMS BLOCK S 40 & 41 LOTS 1-119, COMMON AREAS A-1 – A-11 AND COMMON AREAS B-1 – B-3 LOCATED AT THE NORTHEAST COR NER OF MIDFIELD ROAD AND TANGERINE ROAD WHEREAS, on March 7, 2006, the Mayor and Town Council adopted Ordinance No. 2006.03, approving a rezoning to create the Gladden Farms II Specific Plan; and WHEREAS, on May 16, 2007, the Mayor and Town Cou ncil adopted Resolution No. 2007-75, approving the final block plat for Gladden Farms Blocks 26 – 43, Book 62, Page 64; and WHEREAS, Rick Engineering, on behalf of Crown West Realty, LLC, has applied for approval of a preliminary plat for a 119-lot single -family residential home subdivision within Block s 40 & 41 of the Gladden Farms Blocks 26 – 43 block plat located approximately at the northeast corner of Midfield Road and Tangerine Road ; and WHEREAS, the Marana Town Council, at the regula rly scheduled meeting on August 7, 2018, determined that the preliminary plat for Gladden Farms Blocks 40 & 41 should be approved. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, that the preliminary plat for Gladden Farms Blocks 40 & 41 Lots 1- 119, Common Areas A-1 – A-11 and Common Areas B-1 – B-3 is hereby approved. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Marana Regular Council Meeting 08/07/2018 Page 27 of 237 PROJECT THIS LOCATION MAP SCALE: 3" = 1 MILE TANGERINE ROAD 36 BLOCK 33 BLOCK 37 BLOCK 42 BLOCK 43 BLOCK 38 BLOCK 34 BLOCK 35/39 BLOCK UNSUB UNSUB UNSUB 35 02 35 02 PIMA COUNTY, ARIZONA G & SRM TOWN OF MARANA SECTION 35, T 11 S, R 11 E GENERAL NOTES BASIS OF BEARING BASIS OF ELEVATION 0' SCALE: 1"= 200' 200'100'400' WASTEWATER NOTES OWNER/DEVELOPER TOWN OF MARANA PLANNING DIRECTOR NORTHWEST FIRE DISTRICT BY: BY: MARANA TOWN ENGINEER/SUBDIVISION ENGINEER BY:P.E. DATE DATE DATE APPROVALS 1 2 3 4 5 6 7 8 9 101112 1314 16171819202122232426 27 28 29 30 31 32343536373839404142434445464748495051525354 555657585960616263646566676869707172737475767778798081828384858687 88 89 90 91 92 93949596979899100101102103104105106107108109111 112 113 114 115 116 117 118 119 W BROWNS DR N SUTTER DRIVEW FILBERT STREET N GRASSLAND AVENUE W HAYWARD DRIVE N GEARY AVENUEW CHESTNUT STREET N O'FARREL AVENUE TANGERINE ROAD MIDFIELD ROAD SHEET 3SHEET 21 ALL SANITARY SEWERS SHALL BE DESIGNED TO PROVIDE GRAVITY FLOW.3. CONNECTION SEWERS WILL BE PRIVATELY MAINTAINED. CONSTRUCTED TO TOWN OF MARANA WASTEWATER DEPARTMENT STANDARDS. ALL BUILDING THE ON-SITE SANITARY SEWAGE COLLECTION LINES WILL BE PUBLIC AND DESIGNED AND 2. DEPARTMENT BEFORE BEGINNING ANY WORK ON THIS PROJECT. A PROJECT CONSTRUCTION PERMIT MUST BE SECURED FROM TOWN OF MARANA WASTEWATER 1. MISCELLANEOUS NOTES BK 62, PG 64BLOCK 41GLADDEN FARMSBK 62, PG 64 BLOCK 40 GLADDEN FARMS SEQ #20121740308BLOCK 39GLADDEN FARMSSHEET INDEX 4 DETAIL SHEET 2-3 PRELIMINARY PLAT SHEETS 1 COVER SHEET SUBDIVISION BOUNDARY PROPERTY LINE EASEMENT BOUNDARY EXIST CONTOUR LINE EXIST SPOT ELEVATION LANDSCAPE BUFFERYARD LIMITS EXIST PAVEMENT EDGE EXIST WATERLINE W/VALVE PROPOSED STORM DRAIN W/MH FLOW CONDITIONS PROPOSED SLOPE CURB ACCESS RAMPS SIGHT VISIBILITY TRIANGLE EXIST SEWER LINE W/MH DRIVEWAY ORIENTATION ON LOTS NEW MANHOLE CALLOUT NEW SEWER MAIN CALLOUT RIP RAP EXIST BCSM PROPOSED PUBLIC WATERLINE (8" UNLESS NOTED OTHERWISE) PROPOSED RECLAIMED WATERLINE PROPOSED 8" PVC PUBLIC SEWER W/MH ITEM SYMBOL 100' @ 1.0% MANHOLE NUMBER INVERT ELEV RIM IE . . 5 RIM ELEV * LEGEND ll 100Q = 75 cfs W S X 2751.1 2750 W DRYWELL 110 3325 1530 BLOCK MIDFIELD ROAD32 BLOCK 31 BLOCK CONTACT: DEAN WINGERT (520) 888-3962 SPOKANE VALLEY, WA 99216-1615 3808 NORTH SULLIVAN ROAD, BLDG N15-202 ATTN: CROWN WEST REALTY LLC FIDELITY NATIONAL TITLE TRUST 60423 GENERAL NOTES CONTINUED LIGHTING CODE. ALL EXTERIOR LIGHTING SHALL BE PER THE CURRENTLY ADOPTED TOWN OF MARANA OUTDOOR 22. TRANSMISSION CORRIDORS. THOSE LINES WHICH CAN BE SHOWN TO EXIST IN CURRENT OR FUTURE ELECTRICAL UNDERGROUND EXCEPT ELECTRICAL TRANSMISSION LINES CARRYING 48KV OR GREATER, AND ALL NEW AND EXISTING UTILITIES WITHIN OR CONTIGUOUS TO THE SITE SHALL BE PLACED 21. TOWN OF MARANA. UNDER THE LICENCE AGREEMENT EXECUTED BETWEEN THE HOMEOWNER'S ASSOCIATION AND THE RIGHTS-OF-WAY PRIOR TO AND UPON COMPLETION, AS THESE ITEMS WILL BE REGULATED HOMEOWNER'S ASSOCIATION SHALL REVIEW AND APPROVE ALL INSTALLATIONS WITHIN THE LICENSE AGREEMENT FOR INSTALLATION, MAINTENANCE AND INDEMNIFICATION. THE AND DRAINAGE IMPROVEMENTS IN THE PUBLIC RIGHTS-OF-WAY SHALL REQUIRE A PERPETUAL INSTALLATION OF ITEMS SUCH AS LANDSCAPING, IRRIGATION, SIGNAGE, MONUMENTS, WALLS 20. TOWN OF MARANA SUBDIVISION STREET STANDARDS. 30"AND 72" ABOVE FINISHED GRADE OF THE ROADWAY SURFACE, AND SHALL CONFORM TO THE TO INTERFERE WITH A VISIBILITY PLANE DESCRIBED BY TWO HORIZONTAL LINES LOCATED OBJECTS AND MATERIALS WITHIN SIGHT VISIBILITY TRIANGLES SHALL BE PLACES SO AS NOT 19. TOTAL MILES OF NEW PUBLIC STREETS IS: 0.83 MILES18. COMMON AREAS. CONTROL, SAFETY AND LIABILITY OF PRIVATE DRAINAGEWAYS, DRAINAGE EASEMENTS, AND THE GLADDEN FARMS COMMUNITY ASSOCIATION WILL BE RESPONSIBLE FOR MAINTENANCE, 17. PRIOR TO THE ISSUANCE OF ANY BUILDING PERMITS AFFECTING LOTS 62 AND 63. DRAINAGEWAYS SHOWN ON THIS PLAT ARE TO BE CONSTRUCTED ACCORDING TO APPROVED PLANS 16. THE MARANA TOWN COUNCIL. DRAINAGE WILL NOT BE ALTERED, DISTURBED, OR OBSTRUCTED WITHOUT THE APPROVAL OF 15. HARMLESS IN THE EVENT OF FLOODING. THE DEVELOPER WILL COVENANT TO HOLD TOWN OF MARANA, ITS SUCCESSORS AND ASSIGNS, 14. ALL SIGNAGE TO BE APPROVED UNDER SEPARATE PERMIT.13. ALL WALLS SHALL BE CONSTRUCTED OF, OR PAINTED, WITH GRAFFITI-RESISTANT MATERIALS.12. THE DESIGN SPEED FOR THESE STREETS IS 25 MPH. THE DESIGN VEHICLE IS WB-40.11. THE NET AREA OF THIS SUBDIVISION IS 23.9 AC, 1,045,248 SF. COMMON AREA "B" (FUNCTIONAL OPEN SPACE AND DRAINAGE) IS 3.38 AC OR 147,188 SF COMMON AREA "A"(LANDSCAPE, UTILITIES AND DRAINAGE) IS 0.97 AC OR 42,349 SF NON-RESIDENTIAL: APPROXIMATE AREA OF PARKS, DRAINAGEWAYS, NATURAL OPEN SPACES AND OTHER PROPOSED 10. PARKING SPACES PROVIDED: 2 PER GARAGE & 2 PER DRIVEWAY = 480 SPACES PARKING SPACES REQUIRED: 2 FOR EACH FAMILY OR UNIT = 240 SPACES9. MAXIMUM LOT COVERAGE IS 55%8. MAXIMUM BUILDING HEIGHT ALLOWED IS 30 FEET.7. MAY BE REDUCED TO 5 FEET WITH REAR-LOADED GARAGE. PATIO STRUCTURES: 5 FEET IF OPEN ON 3 SIDES REAR: 10 FEET LINES. MUST PROVIDE A 3-FOOT ACCESS EASEMENT ON ADJACENT LOT FOR Z-LOT SIDE: 0 FEET * MAY NOT ENCROACH INTO THE PUBLIC UTILITY EASEMENT, IF REQUIRED. SIDE-LOADED GARAGE: 5 FEET* FRONT-LOADED GARAGE: 20 FEET FRONT PORCH: 5 FEET* MAY BE REDUCED TO 5 FEET WITH REAR-OR SIDE-LOADED GARAGE* FRONT: 10 FEET MINIMUM SITE SETBACKS;6. IN THIS SUBDIVISION IS 5,257 SF. LOT SIZE IS 7,800 SF FOR SMALL LOT SINGLE-FAMILY DETACHED. THE MINIMUM LOT SIZE MINIMUM LOT SIZE IS 3,500 SF, THE AVERAGE LOT SIZE IS 5,557 SF AND THE MAXIMUM PER THE HDR LAND USE DESIGNATION OF THE GLADDEN FARMS II SPECIFIC PLAN, THE 5. THE TOTAL NUMBER OF RESIDENTIAL LOTS IS 119. DENSITY IS 4.98 RAC.4. 2006-218. RESOLUTION 2006-38 AND FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT RESOLUTION CONDITIONS AND AGREEMENTS OF REZONING ORDINANCE 2006.03 AND DEVELOPMENT AGREEMENT AND SPECIFIC PLAN AMENDMENT ORDINANCE 2006.35. THIS DEVELOPMENT IS SUBJECT TO THE NO. 2006.03 AS ADOPTED BY THE TOWN OF MARANA MAYOR AND COUNCIL ON MARCH 7, 2006 THIS SUBDIVISION IS SUBJECT TO THE REQUIREMENTS OF THE TOWN OF MARANA ORDINANCE 3. (HDR). 2006.03. THE LAND USE DESIGNATION FOR BOTH BLOCKS IS HIGH DENSITY RESIDENTIAL THE EXISTING ZONING IS F (SPECIFIC PLAN - GLADDEN FARMS II) PER ORDINANCE NO. 2. THE GROSS AREA OF THIS DEVELOPMENT IS 23.9 ACRES ; 1,045,248 SF.1. CONTACTED IMMEDIATELY AT (520) 621-4795, PURSUANT TO A.R.S. 41-865. MADSEN, REPATRIATION COORDINATOR AT THE ARIZONA STATE MUSEUM, MUST BE AT ANYTIME, ALL WORK MUST STOP IN THE AREA OF THE REMAINS AND MR. JOHN IF ANY HUMAN REMAINS OR FUNERARY ITEMS ARE DISCOVERED DURING CONSTRUCTION, OR 28. DEDICATION DATE. ASSESSMENT MUST BE SUBMITTED, DATED NO MORE THAN 180 DAYS PRIOR TO THE IF EASEMENTS WILL BE DEDICATED TO THE TOWN, A PHASE I ENVIRONMENTAL SITE 27. DEVELOPER. SPENCER (520) 382-2658 FOR A BURROWING OWL SURVEY, AT NO COST TO THE 30 DAYS PRIOR TO RECEIVING A GRADING PERMIT, ALLOW RIGHT OF ENTRY BY JANINE 26. FEE WILL NEED TO BE SUBMITTED TO THE TOWN FOR REVIEW OF BOTH PARCELS. PRIOR TO RECEIVING A GRADING PERMIT, A STORM WATER POLLUTION PLAN (SWPPP) AND 25. MARANA WATER DEPARTMENT. THIS PROJECT LIES WITHIN THE PLANNED WASTEWATER SERVICE AREA OF THE TOWN OF 24. HAVING AN ASSURED WATER SUPPLY. WATER DEPARTMENT WHICH IS DESIGNATED BY THE DEPARTMENT OF WATER RESOURCES AS THIS PROJECT LIES WITHIN THE PLANNED WATER SERVICE AREA OF THE TOWN OF MARANA 23. MISCELLANEOUS NOTES CONTINUED THE GFCFD#2 IGA AND THE DATE THE GFCFD#2 IGA TERMINATES. BASIS) ONLY BY THE GLADDEN FARMS COMMUNITY FACILITIES DISTRICT #2 PURSUANT TO ACQUISITION OF SUCH PUBLIC INFRASTRUCTURE (INCLUDING ON A PORTION BY PORTION THE GFCFD#2 IGA). SUCH INTEREST IS TO BE RELEASED UPON THE EARLIER OF THE INFRASTRUCTURE (INCLUDING OF SUCH INTEREST IN SUCH REAL PROPERTY) PURSUANT TO NECESSARY TO ACCOMMODATE THE FINANCING OF THE ACQUISITION OF SUCH PUBLIC SOON AFTER THE APPROVAL OF THE FINAL PLAT. (SUCH INTEREST IS LIMITED TO ONE DISTRICT) (THE "GFCFD#2 IGA")ANTICIPATED TO BE APPROVED BY THE TOWN OF MARANA INTERGOVERNMENTAL AGREEMENT (GLADDEN FARMS (PHASE II) COMMUNITY FACILITIES PURSUANT TO THE DISTRICT DEVELOPMENT, FINANCING, PARTICIPATION AND INTEREST IS TO BE ACQUIRED BY GLADDEN FARMS COMMUNITY FACILITIES DISTRICT #2 BLOCK PLAT. EXCEPT IF RELEASED PRIOR THERETO AS HEREINAFTER DESCRIBED, SUCH SUBDIVISION PLATS FILED FOR ANY OF THE INDIVIDUAL BLOCKS SHOWN ON THE FINAL OR IS TO BE CONSTRUCTED AS DESCRIBED ON THE FINAL BLOCK PLAT AND ANY IS DEFINED IN SECTION 48-701, ARIZONA REVISED STATUTES, AS AMENDED) HAS BEEN PROPERTY IN OR UPON WHICH WHAT WOULD BE "PUBLIC INFRASTRUCTURE" (AS SUCH TERM 14. FC/M GLADDEN II, LLC, AND ITS SUCCESSORS RETAIN AN INTEREST IN THE REAL THIS PROJECT. AGENCY (FEMA) 500-YR FLOODPLAIN, WHICH DOES NOT REGULATE THE DEVELOPMENT OF 13. THIS PROPOSED SUBDIVISION IS LOCATED IN THE FEDERAL EMERGENCY MANAGEMENT VIA AN ALL WEATHER ACCESS ROAD PRIOR TO ANY COMBUSTIBLE CONSTRUCTION. PROTECTION MEASURES. ALL HYDRANTS SHALL BE INSTALLED AND TESTED AND ACCESSIBLE CLEARANCE MUST BE EVALUATED BY THE NORTHWEST FIRE DISTRICT FOR ADDITIONAL FIRE HAVING LIMITED ACCESS IN EXCESS OF 150 FEET, OR 12% ACCESS GRADE, OR LOW NORTHWEST FIRE DISTRICT FOR ADDITIONAL FIRE PROTECTION MEASURES. ANY BUILDING 12. ANY BUILDING OVER 3,600 SQUARE FEET UNDER ONE ROOF MUST BE EVALUATED BY THE TO BEGINNING COMBUSTIBLE CONSTRUCTION MATERIALS ON SITE. NORTHWEST FIRE DISTRICT. ALL HYDRANTS MUST BE INSTALLED AND OPERATIONAL PRIOR STREETS. THE FIRE FLOW REQUIREMENT IS 1,500 GALLONS/MINUTE. APPROVED BY 11. FIRE HYDRANTS AT 500 FOOT MAXIMUM INTERVALS SHALL BE INSTALLED WITHIN PUBLIC SQUARE FEET OF DEVELOPED RECREATIONAL AREA. 185 SQUARE FEET PER SINGLE FAMILY RESIDENCE. THIS PROJECT SHALL REQUIRE 22,015 AREA (IN SQUARE FEET) FOR PRIVATE, COMMON ON-SITE RECREATION AREAS SHALL BE SMALL-LOT SINGLE-FAMILY DETACHED OF THE HDR LAND USE DESIGNATION, THE MINIMUM PARKS AND TRAILS CONCEPT AND SECTION IV.C.4.E DEVELOPMENT STANDARDS - 10. PER THE GLADDEN FARMS II SPECIFIC PLAN SECTION III.L OPEN SPACE, RECREATION, GUIDELINES TO RESOLVE THE UNCLEAR ISSUE, MATTER OR SITUATION. CONDITION OR SITUATION SHALL BE USED BY THE PLANNING DIRECTOR AS THE LAND DEVELOPMENT CODE THAT ARE APPLICABLE FOR THE MOST SIMILAR ISSUE, OR PROVIDED FOR IN THE SPECIFIC PLAN, THOSE REGULATIONS IN THE TOWN OF MARANA IF AN ISSUE, CONDITION OR SITUATION ARISES FROM THIS PLAN THAT IS NOT COVERED 9. THIS PLAT FALLS UNDER THE REQUIREMENTS OF THE GLADDEN FARMS II SPECIFIC PLAN. INDIVIDUAL RESIDENTIAL UNIT WITHIN THIS BLOCK. UNIFIED SCHOOL DISTRICT UPON THE ISSUANCE OF BUILDING PERMITS FOR EACH SCHOOL IMPROVEMENT IN-LIEU FEE OF $1,200 PER LOT SHALL BE PAID TO THE MARANA PER SECTION 6.5 OF THE GLADDEN FARMS II DEVELOPMENT AGREEMENT, A VOLUNTARY 8. SHALL BE PAID PRIOR TO DEVELOPMENT PLAN APPROVAL. AND A DEVELOPMENT PLAN IS THE ONLY PROCESS, THE OBLIGATION FOR THOSE BLOCKS RELEASE OF ASSURANCES FOR THAT BLOCK. WITHIN BLOCKS THAT ARE NOT SUBDIVIDED REQUIRED TO PAY THEIR TOTAL OBLIGATION, OF $18,625.88 PER BLOCK, PRIOR TO AFFECTED ACRES). EACH RESIDENTIAL OR COMMERCIAL SUBDIVISION PLAT SHALL BE TOTAL OBLIGATION OF DEVELOPER FOR THE PROJECT IS $316,640 ($500 x 633.28 AFFECTED PROPERTY FOR BANK PROTECTION AS SET FORTH HEREINAFTER. THEREFORE, THE CONDITION 16 OF THE ORDINANCE NO. 99.02, DEVELOPER SHALL PAY $500 PER ACRE OF PER THE DEVELOPMENT AGREEMENT 2.6 BANK PROTECTION, IN COMPLIANCE WITH 7. RECORDED WITH THE BLOCK PLAT AT DOCKET 13063, PAGE 4202. FREQUENT OVERFLIGHT BY GENERAL AVIATION AIRCRAFT. AN AVIATION EASEMENT WAS AREA AS DELINEATED IN THE NORTHWEST MARANA AREA PLAN AND IS SUBJECT TO POTENTIAL BUYERS ARE ADVISED THAT THIS PROJECT FALLS IN THE AIRPORT INFLUENCE 6. ALL RIP RAP AND EROSION PROTECTION ROCK SHALL BE CORONADO BROWN IN COLOR.5. APPROVAL OF THE TOWN OF MARANA. NO FURTHER LOT SPLITTING OR SUBDIVIDING SHALL BE DONE WITHOUT THE WRITTEN 4. DUE UPON BUILDING PERMIT ISSUANCE FOR EACH LOT. THIS PROJECT IS SUBJECT TO ALL APPLICABLE TRANSPORTATION AND PARK IMPACT FEES, 3. COMPLIANCE WITH ANY DEED RESTRICTIONS OR EASEMENTS. THAT MAY BE CONTRARY TO STATE LAW, NOR DOES IT CERTIFY THE EXISTENCE OF LAND DIVISION APPROVAL OF THIS PLAN DOES NOT AFFIRM, CERTIFY OR APPROVE ANY 2. OF MARANA. SHALL BE CONSTRUCTED ACCORDING TO PLANS AS REVIEWED AND APPROVED BY THE TOWN ALL ROADS AND DRAINAGE IMPROVEMENTS WITHIN OR ADJACENT TO THIS SUBDIVISION 1. 582. POLES, AND APPURTENANCES OVER THE WEST HALF OF SECTION 35 PER DOCKET 316, PAGE GRANTED TO TUCSON ELECTRIC POWER COMPANY FOR THE PURPOSE OF ELECTRIC LINES, 14. THIS SUBDIVISION IS SUBJECT TO THE FOLLOWING BLANKET EASEMENT: AN EASEMENT CA "A-1" CA "A-11" CA "A-2"CA "A-3" CA "B-1" CA "A-4" CA "A-5" CA "A-6" CA "A-7" CA "A-8" CA "A-9"CA "B-2"CA "B-3" CA "A-10" CA "B-3" +/- SOUTH OF THE SOUTHEAST CORNER OF A WELL SITE. ELEVATION = 2011.61 (NAVD 88) CONCRETE BOX W/ GRATE. 41'+/- NORTHWEST OF THE WEST QUARTER SECTION 35 AND 16' PIMA COUNTY OPUS CONTROL POINT 11S11E_17. A "+" ON THE SOUTHEAST CORNER OF A CORNER OF SAID SECTION. SAID BEARING BEING S00°30'03"E. AT THE WEST QUARTER AND A FOUND 1/2" REBAR TAGGED "PCHD3" AT THE SOUTHWEST COUNTY, ARIZONA. SAID LINE MONUMENTED BY A FOUND 1 1/2" ALUM CAP STAMPED "17436" SECTION 35, TOWNSHIP 11 SOUTH, RANGE 11 EAST, GILA AND SALT RIVER MERIDIAN, PIMA THE BASIS OF BEARING FOR THIS PROJECT IS WEST LINE OF THE SOUTHWEST QUARTER OF c2018Rick Engineering CompanyG:\GLADDEN_II\4392_Blocks_40_41\Civil\TUC CorpStds 2005.dscript G:\GLADDEN_II\4392_Blocks_40_41\Civil\4392tp01.dgn 18-JUN-2018 15:19 BLOCKS 40&41 GLADDEN FARMS J-4392 PRELIMINARY PLAT FOR PRV-06073F PCZ-05028 PRV1804-002 OF 4SHEET RANGE 11 EAST, GILA & SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA. OF GLADDEN FARMS 26-43 BOOK 62, PAGE 64, SECTION 35, TOWNSHIP 11 SOUTH BEING A RESUBDIVISION OF PORTIONS OF BLOCKS 40 AND 41 LOTS 1-119 & COMMON AREAS "A"1-11 & "B"1-3 COMMON AREA "B": (FUNCTIONAL OPEN SPACE, UTILITIES AND DRAINAGE) COMMON AREA "A": (LANDSCAPE, UTILITIES AND DRAINAGE ) + + Marana Regular Council Meeting 08/07/2018 Page 28 of 237 4:120202019.3 2019.6 2019.6 2019.7 2019.820204:13:13:12: 1 4:1201020102015AAAA8" NP8" NP8" NP8" NPIRR IRR IRR IRR 42' 28' 42' 28'42'28'42' 28'42'28'42' 28'42'28'42' 28'60'48'45 '45 '90 'CA"B-2"SR-225 - PULL BOX "B"EVC BVC EVC BVC HP FS 14.17 FS 14.13 PI 14.49FS 14.32 EVC BVC EVC BVC LP FS 12.69 FS 13.21 FS 11.90 FS 11.90 TB 16.5 FS 12.42 TB 16.5 2 SEE SHEET 3 0' SCALE: 1"= 40' 40'20'80' CONTOUR INTERVAL = 1'c2018Rick Engineering Company\\srv_tuc1\RickStandards\Bentley SS3\CorpStds_2005\Workspace\Projects\TUC CorpStds 2005\pltcfg\Scripts\TUC_Hybrid.dscript G:\GLADDEN_II\4392_Blocks_40_41\Civil\4392tp02.dgn 14-JUN-2018 08:32 BLOCKS 40&41 GLADDEN FARMS J-4392 PRELIMINARY PLAT FOR PRV-06073F PCZ-05028 PRV1804-002 OF 4SHEET RANGE 11 EAST, GILA & SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA. OF GLADDEN FARMS 26-43 BOOK 62, PAGE 64, SECTION 35, TOWNSHIP 11 SOUTH BEING A RESUBDIVISION OF PORTIONS OF BLOCKS 40 AND 41 LOTS 1-119 & COMMON AREAS "A"1-11 & "B"1-3 COMMON AREA "B": (FUNCTIONAL OPEN SPACE, UTILITIES AND DRAINAGE) COMMON AREA "A": (LANDSCAPE, UTILITIES AND DRAINAGE ) L P 0.7%0.7%HP11.9714.5513.14 GB HP18.5316.13GB2%2% 1 4. 6 9GB 2%13.77LP0.7% HP17.91 GB 2% 13.50 14.97 HP 0.7%13.89L P 0.7%4:14:13:13:1 3:12%HP12.450.7%0.82%0.59%0.71%0.65%GB16.132%V BOTTOM WSEL TOP 1.6 AC-FT 2008.7 2011.7 2011.7 BASIN 3 FL 10.90FL 10.40PAD 14.8 PAD 15.0 PAD 14.7 PAD 14.4 PAD 15.0 PAD 15.4 PAD 14.5 PAD 15.0 PAD 15.0 PAD 15.0 PAD 14.6 PAD 14.2 PAD 14.3 PAD 13.4 PAD 17.0 PAD 17.4 PAD 16.8 PAD 16.8 PAD 17.1 PAD 17.3 PAD 17.7 PAD 18.0 PAD 18.3 PAD 18.6 PAD 18.9 PAD 19.2 PAD 19.7 PAD 20.0 PAD 20.1 PAD 19.6 PAD 19.4 PAD 19.2 PAD 19.2 PAD 18.9 PAD 18.7 PAD 19.3 PAD 20.2 PAD 20.7 PAD 20.2 PAD 14.1 PAD 14.4 PAD 14.7 PAD 14.9 PAD 14.9 PAD 16.9 PAD 17.1 PAD 17.2 PAD 17.3 PAD 17.6 PAD 18.0 PAD 18.3 PAD 18.6 PAD 18.9 PAD 19.2 PAD 19.5 PAD 17.7PAD 17.4PAD 17.3PAD 17.3PAD 17.0PAD 16.7PAD 16.4PAD 16.3PAD 16.3PAD 16.5PAD 16.6 PAD 16.1 PAD 16.2 PAD 16.5 PAD 16.8 PAD 17.0 PAD 17.3 PAD 16.8 PAD 16.3 PAD 15.8 PAD 15.8 PAD 16.1 PAD 16.4 PAD 16.8 PAD 17.1 PAD 17.4 PAD 17.7 SR-234 - J2 12 5'31'45'31'E IE 05.6 SW IE 05.4 RM 13.7 PER (S-2017-006) MH #MW-2014-119B 145' 130'40'45'43'2'45'45'42' 113' 132' 138' 120'45'45'45'35'45'21' 2 8' 120' 120' 120' 120'45'45'45'45'46'45'45'45'45'45'40'120' 120' 111'32'14'45'45'33'111' 120' 120' 120' 116' 105' 121'104'118'120'120'120'120'120'119'105'40'45'45'45'62'73'15'86'88'58'45'45'45'45'45'45'45'45'45'55'87'47'32'14'45'45'33'13'29'14'38' 9'38'38 '35' 38'45'45'45'7' 45'45'45'45'42'39'3'6'38' 120' 130' 140' 144'40'45'45'46'46'46'28'19'45'45'45' 28' 19'113'120'120'120'120'45'45'45'45'45'113'30' 16' 45'45'45'45'45'45'45'45'45'30'16'115'115'115'120'120'120'120'120'120'120'120'120'120'115'120'120'120'120'120'120'120'120'120'120'30'16'45'45'45'45'45'45'45'45'45'30'16'115'120'120'120'120'120'120'120'120'120'120'120'120'120'120'115'30'16'45'45'45'45'45'45'45'45'45'45'45'45'45'45'30'16' 45' 45'45'45'45'45'45'45' (PUBLIC STREET) 6,519 SF 6,173 SF 5,943 SF 5,620 SF 6,060 SF 6,487 SF 7,800 SF 6,467 SF 5,389 SF 5,398 SF 5,400 SF 5,438 SF 6,617 SF 7,418 SF 6,782 SF 5,514 SF 5,374 SF 5,400 SF 5,400 SF 5,372 SF 5,825 SF 6,075 SF 6,202 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,391 SF 5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,376 SF5,376 SF 5,376 SF 5,376 SF 5,361 SF5,400 SF5,400 SF5,400 SF5,361 SF 5,376 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,376 SF 5,400 SF 5,372 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 11 1 111 111 111MIDFIELD ROAD25'R2 5'R 2 5'R32'R 25'R 60'R53'R32'R 25'R 2 5'R 25'R25'R25'R25'R 25'R 2 3 10'25'R25'R 25'RN GRASSLAND AVENUEN GEARY AVENUEN SUTTER DRIVEN SUTTER DRIVEW HAYWARD DRIVE W HAYWARD DRIVE W FILBERT STREET W BROWNS DR 60'R 53'R4' 40,994 SF 2,759 SF 1,719 SF 98,036 SF 13,680 SF2,180 SF2,180 SF2,180 SF1,334 SF 1,334 SF 4 5 4 5 54 5 4 4 5 4 5 4B4A4B4B412 IE 08.8 15.5RIM IE 11.6 18.5RIM 5 4 IE 10.9 16.5RIM IE 10.2 15.4RIM 3 410' @ 0.50% 2 IE 08.1 15.0RIM 6 IE 09.5 14.2RIM 282' @ 0.50%277' @ 0.50%IE 12.3 17.7RIM 8 IE 11.6 17.3RIM 7 IE 06.6 13.7RIM 1 190'@ 0.50% 143'@ 0.50% 134' 141' 120' 12 3'120'120'120'127'120'120'120'45'45'45'45'45'45'45'45'45'45'45' 45'45'45'45'45'45'45'45' BK 62, PG 64 BLOCK 40 GLADDEN FARMS BK 62, PG 64BLOCK 41GLADDEN FARMS6 #MW-2014-119A EXIST MH (3) TYPE 3 SCUPPERS (4) TYPE 3 SCUPPERS CURB OPENING 10' DEPRESSED *****************8' AC TRAIL 8' AC TRAIL5' AC TRAILHDR HDR7'7' 13 SF 13 SF *7 7 7'7 7'77 7 7 7 777 7 7 77 777 7 7735'430'@ 0.50%(PUBLIC STREET)(PUBLIC STREET)(PUBLIC STREET) (PUBLIC STREET)(PUBLIC STREET)(PUBLIC STREET)BK 62, PG 64 (PUBLIC STREET)2,180 SF(S-2017-006) EXIST 8" PVC 5282' @ 0.50%410' @ 0.50%277' @ 0.51%147' @ 0.50%282' @ 0.50%147' @ 0.50% 1 2 3 4 5 6 7 8 9 10 11 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 31 32 33343637383940414243 44 45 46 47 48 49 50 51 52 53 54 55565758596061626364656667686970 71 72 73 74 75 76 77 78 80 81 82 83 84 85 86 87 88 89 90112 113 114 115 116 117 118 119 CA "B-1"CA "B-2"CA "A-1"CA "A-4"CA "A-5"CA "A-6" CA "A-7"CA "A-8"CA "B-3" 12 35 2644.44'S00°36'27"ECENTER SECTION 2" OPEN PIPE CA "A-2" CA "A-3"CA "A-10"CA "A-11" 30 KEYNOTES 1' PUBLIC NO ACCESS EASEMENT GRANTED BY FINAL PLAT 10'x10' ELECTRIC EASEMENT GRANTED TO TEP BY FINAL PLAT 15'x240' SIGHT VISIBILITY TRIANGLE (NEAR SIDE) 15'x190' SIGHT VISIBILITY TRIANGLE (FAR SIDE) 15'x600' SIGHT VISIBILITY TRIANGLE (NEAR SIDE) 15'x470' SIGHT VISIBILITY TRIANGLE (FAR SIDE) COMPANIES AND TOWN OF MARANA BY FINAL PLAT 10' PUBLIC UTILITY EASEMENT GRANTED TO PUBLIC UTILITY1 2 3 4 5 6 7 LINE DATA TABLE CURVE DATA TABLE L2 N 13°26'15" W 3.63 L3 S 89°27'18" W 55.34 NAME DELTA RADIUS ARC ---- --------- ------- ----- C1 90°00'01" 35.00 54.98 C2 52°57'13" 25.00 23.11 L1 N 00°32'40" W 36.98 NAME DIRECTION LENGTH ------ ------------- ---- Marana Regular Council Meeting 08/07/2018 Page 29 of 237 201520202014.5 2014.5 2015 2015 20152015 2015.1 2015.2 2015.3 2015.42015.4 2015.6 2015.7 2015.8 2015.8 2015.9 2016.2 2016.3 2016.5 2016.8 2017.1 2017.1 2017.3 2017.3 2017.5 2018.7 2019.6 2019.6 2019.7 2019.8202 0202020202020.84:14:14:14:13:14:1201520102010GM GV 8" NP42' 28' 42' 28'42'28'42'28'250'44' 32'SR-234 - J2 SR-234 - J2SR-225 - PULL BOX "B" SR-240 - PME SR-233 - FIG 1 - CA PACITOR PAD 115+00120+00125+00PI 125+51.3917 2016.38 H.V.119 + + EVCEVC FS 13.21 EVC BVC EVC BVC HP FS 17.01 GB F S 15 .79 FS 16.15 FS 17.51 TB 16.5 TB 16.5 TB 16.5 "PCHD3" 1/2" REBAR SECTION 35 SW QUARTER 3 SEE SHEET 2 6'2.7L=20'00.008=R "83'05°41=|NOTE: DATA SEE SHEET 2 FOR LINE AND CURVE 0' SCALE: 1"= 40' 40'20'80' CONTOUR INTERVAL = 1'c2018Rick Engineering Company\\srv_tuc1\RickStandards\Bentley SS3\CorpStds_2005\Workspace\Projects\TUC CorpStds 2005\pltcfg\Scripts\TUC_Hybrid.dscript G:\GLADDEN_II\4392_Blocks_40_41\Civil\4392tp03.dgn 14-JUN-2018 08:32 BLOCKS 40&41 GLADDEN FARMS J-4392 PRELIMINARY PLAT FOR PRV-06073F PCZ-05028 PRV1804-002 OF 4SHEET RANGE 11 EAST, GILA & SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA. OF GLADDEN FARMS 26-43 BOOK 62, PAGE 64, SECTION 35, TOWNSHIP 11 SOUTH BEING A RESUBDIVISION OF PORTIONS OF BLOCKS 40 AND 41 LOTS 1-119 & COMMON AREAS "A"1-11 & "B"1-3 COMMON AREA "B": (FUNCTIONAL OPEN SPACE, UTILITIES AND DRAINAGE) COMMON AREA "A": (LANDSCAPE, UTILITIES AND DRAINAGE )4:1HP0.7%LP14.550.7% 15 .89 HP 15 . 40 L P 0.7%0.7%HP18.5316.13GB14.92LP4:14:13:13:1 16.68GB 2%1.72%4:14:1 13.58 V BOTTOM WSEL TOP 0.4 AC-FT 2013.5 2014.5 2015.0 BASIN 1 V BOTTOM WSEL TOP 3.2 AC-FT 2008.9 2011.9 2011.9 BASIN 2 3:1FL 10.40PAD 15.0 PAD 15.0 PAD 15.0 PAD 14.6 PAD 14.3 PAD 13.8 PAD 19.3 PAD 20.2 PAD 20.7 PAD 20.2 PAD 20.3 PAD 18.7 PAD 18.7 PAD 18.6PAD 18.2PAD 17.7PAD 17.3PAD 17.0PAD 16.7PAD 16.3PAD 16.0PAD 16.2PAD 16.2PAD 15.9PAD 15.6PAD 15.3PAD 15.0PAD 14.7PAD 14.4 PAD 16.1 PAD 16.2 PAD 16.5 PAD 16.8 PAD 17.0 PAD 17.3 PAD 16.8 PAD 16.3 PAD 15.8 PAD 15.9 PAD 16.3 PAD 16.6 PAD 16.9 PAD 17.2 PAD 17.5 PAD 17.8 PAD 18.2 PAD 15.8 PAD 16.1 PAD 16.4 PAD 16.8 PAD 17.1 PAD 17.4 PAD 17.7 PAD 19.7PAD 19.4PAD 19.1PAD 18.7PAD 18.4PAD 18.1PAD 17.8 PAD 17.9 120' 120' 120' 127' 122'45'45'45'45'42'45'46'46'45'45'45'6'46'110'120'120'120'120'120'120'45'17'45'45'45'45'45' 30' 45'45'45'45'45'45'45'120'45'45'45'45'45'45'57'87' 85' 25'66'45'45'45'40'115'120'120'120'120'120'118'104' 12 5' 116' 1 0 5' 116' 120' 120' 111'32'14'45'45'33'38'38'8'37'5'40' 38' 45'45'45'45' 30'16'115'120'120'120'120'120'120'120'120'120'120'120'120'120'120'115'115'120'120'120'120'120'120'120'120'120'120'120'120'120'120'115'120'16'45'16' 30'16'45'45'45'45'45'45'45'45'45'45'45'45'45'30'16' 45' 45'45'45'45'45'45'45' 5,376 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,376 SF 5,400 SF 5,376 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,400 SF 5,376 SF 5,372 SF 5,400 SF 5,400 SF 5,374 SF 5,785 SF 6,750 SF 7,116 SF 6,530 SF5,386 SF5,395 SF5,400 SF5,400 SF5,400 SF5,400 SF5,348 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,400 SF5,257 SF 5,303 SF 5,602 SF 5,562 SF 5,400 SF 5,400 SF 5,400 SF 1 111 1111TANGERINE ROAD (PUBLIC STREET) DKT 12822, PG 1153 2 5'R 60'R 53'R 3 2'R 25'R 25'R 25'R25'R 60'R 53'R 32'R25'R 14'25'R 2 5'R 25'R W CHESTNUT STREET N O'FARRELL AVENUEN GEARY AVENUEN SUTTER DRIVE98,036 SF 27,087 SF27,087 SF13,680 SF2,180 SF5 4B4 B42 IE 08.1 15.0RIM IE 08.0 13.3RIM 9277' @ 0.50%10 IE 10.4 15.5RIM IE 12.3 17.5RIM 11 120'120'120'45'45'45'45'45'45'45'45' 120'63'125'125'BLOCK 41 BK 62, PG 64GLADDEN FARMSC 4 13'29'15'2 3 #MW-2014-119A EXIST MH (2) TYPE 3 SCUPPERS CURB OPENING 10' DEPRESSED *************8' AC TRAIL8' AC TRAIL 5' AC TRAILELLIPTICAL RCP's (2) 19"x30"HDR38' 7 '35'14'109'5,348 SF 5,400 SF 7'CATCH BASIN TYPE 5 *7 7 77 777 7 7 7480' @ 0.50%(PUBLIC STREET)(PUBLIC STREET)98,036 SF2,180 SF(S-2017-006) EXIST 8" PVC 359' @ 0.50%277' @ 0.51%(PUBLIC STREET)(PUBLIC STREET)55565758596061626364656667686970 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 949596979899100101102103104105106107108109 111 112 113 114 115 CA "B-2"CA "A-8"CA "A-9"CA "A-9"CA "B-3" CA "B-3" 110 2644.44'S00°36'27"E1.75" OPEN PIPE SECTION 35 SOUTH 1/4 CORNER S00°36'27"E 250.00'CA "A-10"KEYNOTES 1' PUBLIC NO ACCESS EASEMENT GRANTED BY FINAL PLAT 10'x10' ELECTRIC EASEMENT GRANTED TO TEP BY FINAL PLAT 15'x240' SIGHT VISIBILITY TRIANGLE (NEAR SIDE) 15'x190' SIGHT VISIBILITY TRIANGLE (FAR SIDE) 15'x600' SIGHT VISIBILITY TRIANGLE (NEAR SIDE) 15'x470' SIGHT VISIBILITY TRIANGLE (FAR SIDE) COMPANIES AND TOWN OF MARANA BY FINAL PLAT 10' PUBLIC UTILITY EASEMENT GRANTED TO PUBLIC UTILITY1 2 3 4 5 6 7 Marana Regular Council Meeting 08/07/2018 Page 30 of 237 4 60' CL R/W 6' 5'1' 2% PER SD 200 (TYP) 4" CONC SIDEWALK NO SCALE A R/W 6' 5'1' PER PLAN SD 209 (TYP) CURB AND GUTTER PER 6" TYPE 1G VERTICAL TRAVEL LANE 20' TRAVEL LANE 16' 2%PER PLAN 4'8' PROFILE ELEVATION PER AXIS OF ROTATION CURB PER SD 209 (TYP) 6" TYPE 1 VERTICAL 60' R/W STREET SECTION R/W PUE 10' 5'2' TRAVEL LANE 14' 42' TRAVEL LANE 14'2'5' R/W PUE 10' PER PLANPER PLAN2%2% PER SD 200 (TYP) 4" CONC SIDEWALK DTL: TOM46XSRC NO SCALE CL B 5"ABC 3" AC/ 5"ABC 3" AC/ *1.5'*1.5' *1.5' OVERBUILD WHERE ADJACENT TO DOWN SLOPE *1.5'*1.5' *1.5' OVERBUILD WHERE ADJACENT TO DOWN SLOPE 44' CL R/W 7' 5'2' 2% PER SD 200 (TYP) 4" CONC SIDEWALK NO SCALE R/W 7' 5'2' PER PLAN TRAVEL LANE 15' TRAVEL LANE 15' 2%PER PLAN 5"ABC 3" AC/ *1.5'*1.5' *1.5' OVERBUILD WHERE ADJACENT TO DOWN SLOPE C 44' R/W STREET SECTION 42' R/W STREET SECTION SD 209 (TYP) CURB AND GUTTER PER 6" TYPE 1G VERTICAL SD 209 (TYP) 5" MODIFIED WEDGE CURB c2018Rick Engineering Company\\srv_tuc1\RickStandards\Bentley SS3\CorpStds_2005\Workspace\Projects\TUC CorpStds 2005\pltcfg\Scripts\TUC_Hybrid.dscript G:\GLADDEN_II\4392_Blocks_40_41\Civil\4392tp04.dgn 14-JUN-2018 08:32 BLOCKS 40&41 GLADDEN FARMS J-4392 PRELIMINARY PLAT FOR PRV-06073F PCZ-05028 PRV1804-002 OF 4SHEET RANGE 11 EAST, GILA & SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA. OF GLADDEN FARMS 26-43 BOOK 62, PAGE 64, SECTION 35, TOWNSHIP 11 SOUTH BEING A RESUBDIVISION OF PORTIONS OF BLOCKS 40 AND 41 LOTS 1-119 & COMMON AREAS "A"1-11 & "B"1-3 COMMON AREA "B": (FUNCTIONAL OPEN SPACE, UTILITIES AND DRAINAGE) COMMON AREA "A": (LANDSCAPE, UTILITIES AND DRAINAGE ) Marana Regular Council Meeting 08/07/2018 Page 31 of 237 © Latitude Geographics Group Ltd. 0.5 THIS MAP IS NOT TO BE USED FOR NAVIGATION WGS_1984_Web_Mercator_Auxiliary_Sphere Miles0.5 Notes Legend This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. 0.250 1:15,999 PRV1804-002 Gladden Farms Blks 40 & 41 PPTown of Marana Planning Parcels (Black) Marana Regular Council Meeting 08/07/2018 Page 32 of 237 Marana Regular Council Meeting 08/07/2018 Page 33 of 237 Council-Regular Meeting C3 Meeting Date:08/07/2018 To:Mayor and Council Submitted For:Keith Brann, Town Engineer From:Gus Myers, Engineering Technician Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2018-070; Relating to Development; approving a release of assurances for Gladden Farms Block 14 & 15 Lots 71 through 138 and accepting public improvements for maintenance (Keith Brann) Discussion: Gladden Farms Blocks 14 & 15 Phase II is a 16.71 acre subdivision located east of Heritage Farms Road and south of Tangerine Farms Road, containing lots 71-138 and common areas "A-3", "A-4", "B-8" through "B-12" and "C-1" and is recorded at the Pima County Recorder's Office at Sequence Number 20171770063. The Town has an assurance agreement assuring the completion if public improvements. The subdivider has completed the public improvements including paved streets, a sanitary sewer conveyance system, and a potable water system, acceptable to Town standards in accordance with the assurance agreement. Staff Recommendation: Staff recommends the adoption of Resolution No. 2018-070, approving a release of assurances for Gladden Farms Block 14 & 15 Phase II and accepting public improvements for maintenance. Suggested Motion: I move to adopt Resolution No. 2018-070. Marana Regular Council Meeting 08/07/2018 Page 34 of 237 Attachments Resolution No. 2018-070 GF 14 15 Phase II map Marana Regular Council Meeting 08/07/2018 Page 35 of 237 Marana Resolution No. 2018-070 - 1 - 6/28/2017 8:20 AM MARANA RESOLUTION NO. 201 8-070 RELATING TO DEVELOPMENT; APPROVING A RELEASE OF ASSURANCES FOR GLADDEN FARMS BLOCKS 14 & 15 LOTS 71 THROUGH 138 AND ACCEPTING PUBLIC IMPROVEMENTS FOR MAINTENANCE WHEREAS the final plat for ‘Gladden Farms Blocks 14 & 15 Lots 71 to 138, Block A & Common Areas: “A-3” & “A-4” (Landscape/Drainage/Public and Private Utilities/Recreation) “B-8” through “B -12” (Landscape /Public and Private Utilities )’ (“Gladden Farms 14 & 15 Phase II”) was recorded in the Pima County Recorder’s Office on 26 June, 2017, at Sequence 20171770063); and WHEREAS the Town has a third party trust assurance agreement (the “Assurance Agreement”) with KB Home Tucson, Inc. (the “Subdivider”) and Title Security Agency of Arizona, LLC, under Trust No. 201566-T, recorded in the Pima County Recorder’s office on 27 March 2015 at Sequence 20150860190, assuring the completion of public improvements for Gladden Farms 14 & 15 Phase II; and WHEREAS the Subdivider has completed the public improvements for Gladden Farms 14 & 15 Phase II 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 1. The Assurance Agreement is hereby released. Section 2. The Town accepts for maintenance, including maintenance of regulatory traffic control and street signs, approximately 0.49 miles of the following paved streets as shown on the plat of Gladden Farms 14 & 15 P hase II: • Oilseed Drive • Boll Bloom Drive • Square Bud Lane • Gin Yard Way Section 3. The Town accepts for maintenance the potable water system serving Gladden Farms 14 & 15 Phase I, consisting of approximately 2,618 linear feet of potable water line, water meters, valves, fire hydrants and appurtenances with an estimated value of $190,025. Marana Regular Council Meeting 08/07/2018 Page 36 of 237 Marana Resolution No. 2018-070 - 2 - 6/28/2017 8:20 AM Section 4. The Town accepts for maintenance the sanitary sewer system serving Gladden Farms 14 & 15 Phase II, consisting of appro ximately 2,376 linear feet of conveyance system and appurtenances with an estimated value of $254,098. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Marana Regular Council Meeting 08/07/2018 Page 37 of 237 Marana Regular Council Meeting 08/07/2018 Page 38 of 237 Council-Regular Meeting C4 Meeting Date:08/07/2018 To:Mayor and Council From:Jane Fairall, Deputy Town Attorney Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Ordinance No. 2018.014: Relating to Finance; amending the Town of Marana comprehensive fee schedule to add fees for Extra Duty Police Services Holiday Rates; and declaring an emergency (Jane Fairall) Discussion: The proposed ordinance will add four new fees to the Town's comprehensive fee schedule to provide for holiday rates for Marana Police Department lieutenants, sergeants, officers, and dispatchers who provide work for third parties pursuant to extra duty services agreements. Extra duty services agreements are frequently used for events, such as El Tour de Tucson, or Black Friday shopping at the Tucson Premium Outlets, and other similar events. Under the agreements, the third party pays MPD personnel to provide traffic control, crowd control, or security as needed. The fee schedule currently includes hourly extra duty services rates for each of these positions, but there are no holiday rates. The MPD has requested that holiday rates be added to provide added incentive for staff to work the holidays and provide this service to the community. The proposed holiday rates are at time-and-a-half of the regular hourly rates, and would apply to New Year's Eve, New Year's Day, Civil Rights Day, President's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, and Christmas Day. Overnight shifts starting or ending on one of these dates would be billed at the holiday rate as well. Staff requests that this ordinance be passed with an emergency clause so that the new holiday rates will be in effect for the Labor Day holiday. Financial Impact: The addition of the four new fees will have no financial impact to the Town as these feesMarana Regular Council Meeting 08/07/2018 Page 39 of 237 The addition of the four new fees will have no financial impact to the Town as these fees are passed through to the individual MPD personnel who work the events. Staff Recommendation: Staff recommends approval of the ordinance. Suggested Motion: I move to adopt Ordinance No. 2018.014, amending the Town of Marana comprehensive fee schedule to add fees for Extra Duty Police Services Holiday Rates; and declaring an emergency. Attachments Ordinance No. 2018.014 Marana Regular Council Meeting 08/07/2018 Page 40 of 237 00058638.DOCX /1 Marana Ordinance No. 2018 .014 - 1 - MARANA ORDINANCE NO. 2018.014 RELATING TO FINANCE; AMENDING THE TOWN OF MARANA COMPREHENSIVE FE E SCHEDULE TO ADD FEES FOR EXTRA DUTY POLICE SERVICES HOLIDAY RAT ES; AND DECLARING AN EMERGENCY WHEREAS the Town Council is authorized by A.R.S. § 9 -240(A) to control the finances of the town; and WHEREAS the Town Council, via Ordinance No. 2017.004, adopted an amended comprehensive fee schedule on February 7, 2017, which was made a pub lic record by and attached as Exhibit A to Resolution No. 2017 -010; and WHEREAS from time to time the Town Council has adopted amendments to the comprehensive fee schedule , most recently on May 15, 2018, via Ordinance No. 2018.011; and WHEREAS amending the comprehensive fee schedule as set forth in this ordinance is in the best interests of the Town of Marana. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, as follows: SECTION 1. The Town of Marana comprehensive fee schedule adopted via Ordinance No. 2017.004, as previously amended, is hereby amended to add the following fees (only additions to the fee schedule are shown; the remainder of the fee schedule is unchanged): Fee/Description Amount Unit of Measure Notes Extra-duty Police Services; Lieutenant; Hourly Holiday Rate $75.00 Per hour Applies to the following dates: New Year's Eve, New Year's Day, Civil Rights Day, President's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day. Overnight shifts starting or ending on one of these dates would be billed at the holiday rate. Extra-duty Police Services; Sergeant; Hourly Holiday Rate $67.50 Per hour Applies to the following dates: New Year's Eve, New Year's Day, Civil Marana Regular Council Meeting 08/07/2018 Page 41 of 237 00058638.DOCX /1 Marana Ordinance No. 2018 .014 - 2 - Rights Day, President's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day. Overnight shifts starting or ending on one of these dates would be billed at the holiday rate. Extra-duty Police Services; Officer; Hourly Holiday Rate $60.00 Per hour Applies to the following dates: New Year's Eve, New Year's Day, Civil Rights Day, President's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day. Overnight shifts starting or ending on one of these dates would be billed at the holiday rate. Extra-duty Police Services; Dispatcher; Hourly Holiday Rate $45.00 Per hour Applies to the following dates: New Year's Eve, New Year's Day, Civil Rights Day, President's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day. Overnight shifts starting or ending on one of these dates would be billed at the holiday rate. SECTION 2. The various town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this ordinance. SECTION 3. All ordinances, resolutions, or motions and parts of ordinances, resolutions, or motions of the Co uncil in conflict with the provisions of this ordinance are hereby repealed, effective as of the effective date of this ordinance. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be inv alid or unconstitutional by the decision of any court of competent jurisdiction, the decision shall not affect the validity of the remaining portions of this ordinance. SECTION 5. Since it is necessary for the preservation of the peace, health and safety of the Town of Marana that this ordinance become immediately effective, an emergency is hereby declared to exist, and this ordinance shall be effective immediately upon its passage and adoption. Marana Regular Council Meeting 08/07/2018 Page 42 of 237 00058638.DOCX /1 Marana Ordinance No. 2018 .014 - 3 - PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, Arizona, this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Marana Regular Council Meeting 08/07/2018 Page 43 of 237 Council-Regular Meeting C5 Meeting Date:08/07/2018 To:Mayor and Council Submitted For:John Kmiec, Utilities Director From:Frank Cassidy, Town Attorney Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2018-071: Relating to Development; approving and authorizing the Mayor to sign an Intergovernmental Agreement between the Town of Marana and the Vanderbilt Farms Community Facilities District regarding ownership and maintenance of Farm Field Five public sewers; and declaring an emergency (John Kmiec) Discussion: In the mid-2000s, the sewers in Farm Field Five were constructed by Nicholas Homes and accepted by the Pima County Wastewater Department. With the 2013 Town of Marana/Pima County sewer settlement agreement, the Farm Field Five sewers were included in the assets transferred to the Town's ownership and operation. Some of the Farm Field Five sewers are now not in compliance with engineering specifications with respect to slope (sagging). Homebuilder DR Horton is in the process of purchasing lots in Farm Field Five and will soon seek connection to the sagging sewers. The sewers need to be repaired before house connections are made, to ensure proper sewage flows and to avoid odor, blockages, and vector issues. Farm Field Five is located within the Vanderbilt Farms Community Facilities District. Homeowners in Farm Field Five have been paying the CFD operations and maintenance (O&M) tax of thirty cents per one hundred dollars of assessed valuation since their homes were first built. The CFD O&M account currently has over $50,000 in it, with more added as additional taxes are paid. If approved, this item will approve and authorize the Mayor to sign an intergovernmental agreement with the Vanderbilt Farms CFD to temporarily transfer ownership of the Farm Field Five sewers to the CFD so that the CFD can use the CFD Marana Regular Council Meeting 08/07/2018 Page 44 of 237 ownership of the Farm Field Five sewers to the CFD so that the CFD can use the CFD O&M tax currently on hand and collected in the future to reimburse the Town for the Farm Field Five sewer maintenance costs. In case this resolution might be deemed to be legislative in nature, it has an emergency clause, to allow it to become immediately effective. Financial Impact: Fiscal Year:19 Budgeted Y/N: N Amount:$303,991.00 Using a cooperatively procured City of Peoria job order contract (JOC), the Marana Water Department is prepared to award a contract for the Farm Field Five sewer repairs for a contract price of $303,991. Subtracting the $57,265 reimbursement from the existing Vanderbilt Farms CFD O&M tax account, which will be paid to the Town per the terms of the IGA, the Town's immediate out-of-pocket cost for this work is expected to be $246,726. Per the IGA, this amount will be reimbursed by the CFD out of future CFD O&M taxes. Staff Recommendation: Staff recommends adoption of Resolution No. 2018-071, approving and authorizing the Mayor to sign an Intergovernmental Agreement between the Town of Marana and the Vanderbilt Farms Community Facilities District regarding ownership and maintenance of Farm Field Five public sewers; and declaring an emergency. Suggested Motion: I move to adopt Resolution No. 2018-071, approving and authorizing the Mayor to sign an Intergovernmental Agreement between the Town of Marana and the Vanderbilt Farms Community Facilities District regarding ownership and maintenance of Farm Field Five public sewers; and declaring an emergency. Attachments Resolution No. 2018-071 FF5 sewers IGA Marana Regular Council Meeting 08/07/2018 Page 45 of 237 00058526.DOCX /2 Marana Resolution No. 2018 -071 - 1 - 7/19/2018 4:33 PM RESOLUTION NO. 2018-071 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO SIGN AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF MARANA AND THE VANDERBILT FARMS COMMUNITY FACILITIES DISTRICT REGARDING OWNERSHIP AND MAINTENANCE OF F ARM FIELD FIVE PUBLIC SEWERS; AND DECLARING AN E MERGENCY Whereas the Town of Marana owns the public sewers located in the Farm Field Five subdivision, recorded in the Pima County Recorder’s office on October 19, 2005 in Book 60 of Maps and Plats, Page 39 (Sequence 20052030156); and Whereas Farm Field Five is located within the district boundaries of the Vanderbilt Farms Community Facilities District; and Whereas some of the public sewers in Farm F ield Five require immediate repairs and are unable to receive new house connections unless and until the repairs are made; and Whereas the Vanderbilt Farms Community Facilities District has an operation and maintenance fund consisting of secondary taxes co llected from properties located within the district boundaries of the Vanderbilt Farms Community Facilities District , which can provide funding to repair district public infrastructure; and Whereas the Council finds in the best interests of the Town and it s residents to enter into the proposed intergovernmental agreement with the Vanderbilt Farms Community Facilities District for the temporary transfer of public sewers to the district and the use of district operation and maintenance funds to repair the pub lic sewers. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Town Council of the Town of Marana, Arizona, as follows: Section 1. The intergovernmental agreement between the Town of Marana and the Vanderbilt Farms Community Facilities District regarding owne rship and maintenance of Farm Field Five public sewers is hereby approved in substantially the form set forth in the agenda material accompanying this resolution , and the Mayor is hereby authorized and directed to sign it on behalf of the Town. Section 2. The Town Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, conditions and objectives of this resolution and the intergovernmental agreement it approves. Marana Regular Council Meeting 08/07/2018 Page 46 of 237 00058526.DOCX /2 Marana Resolution No. 2018 -071 - 2 - 7/19/2018 4:33 PM Section 3. Since it is necessary for the preservation of the peace, health and safety of the Town of Marana that this ordinance become immediately effective, an emergency is hereby declared to exist, and this ordinance shall be effective immediately upon its passage and adoption. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Marana Regular Council Meeting 08/07/2018 Page 47 of 237 332760668.1 DRAFT 07/19/18 Upon recording, return to: Town Attorney 11555 West Civic Center Drive Marana, AZ 85653 INTERGOVERNMENTAL AGREEMENT Vanderbilt Farms Community Facilities District Town of Marana, Arizona THIS INTERGOVERNMENTAL AGREEMENT, entered into this _____ day of ____________, 2018 (this “IGA”), by and between TOWN OF MARANA, ARIZONA, a municipal corporation of Arizona (hereinafter “Town”), and VANDERBILT FARMS COMMUNITY FACILITIES DISTRICT, a community facilities district of Arizona (hereinafter “District ”); WITNESSETH: WHEREAS, on April 19, 2005, the Common Council of Town (“Council”) adopted Resolution No. 2005-46 creating District, a community facilities district in accordance with A.R.S. Section 48-701 et seq.; and WHEREAS, in accordance with A.R.S. Section 48-723, District levies and collects on property within its boundaries a maintenance and operations tax at a rate of $.30/$100 of net limited assessed property value (the “Tax”); and WHEREAS, it has been determined that the “Public Infrastructure” defined in the Feasibility Report, dated July 27, 2018 (the “Report”), attached hereto as the “Exhibit” should be acquired by District from Town, maintained by District by provision of the “Work” described in the Report and then upon completion of payment for the Work transferred by District to Town, all as provided by this IGA; and WHEREAS, the Board of Directors of District (“Board”) and the Council find that this IGA complies with each of the requirements of A.R.S. Sections 11-952 and 48-709(A)(2) and is otherwise consistent with the health, safety and welfare of the residents of Town and those served by District; NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein, the parties hereto enter into this IGA as follows: Section 1 Term. The term of this IGA shall be from the date hereof to the date of completion of payment of the Work as provided herein. Marana Regular Council Meeting 08/07/2018 Page 48 of 237 2 Section 2 Disposition of Public Infrastructure . The Public Infrastructure is transferred by Town to District as of and on the date hereof and transferred back to Town upon payment or provision for payment in full for the Work as provided herein. Section 3 Scope of Work. A) Town shall, on behalf of District, provide all necessary engineering, computing, legal, management, administration, purchasing, accounting, inspection and other services needed , including all labor, personnel, supervision, utilities, facilities, equipment, tools, materials, supplies, parts, testing, and the like (including service by Town consultants or subcontractors) for the Work. B) In providing the Work, Town shall comply with the same requirements which would apply to Town if the Work were being performed by Town for itself under federal, state and local law (including applicable public bidding requirements). In particular, Town shall provide the Work in a manner consistent with, and subject to, the powers vested in District pursuant to A.R.S. Section 48-709. In this regard, Town shall also have sole responsibility and commensurate authority to conduct, supervise and effectively manage the day-to-day operations of District (including, but not limited to, recruiting, hiring, training, promoting, assigning, supervising, managing and discharging all personnel for, and overseeing and staffing all aspects of, District including, but not limited to, those departments performing the functions of personnel, purchasing, administration, planning, finance, reimbursement, credit, collection, housekeeping, maintenance, security, asset management, contract administration, data processing, marketing and business office and administrative matters). C) Town shall be responsible for paying all costs, expenses and expenditures of any kind or nature whatsoever incurred in connection with providing the Wo rk, as appropriate (including, but not limited to, taxes, litigation awards and settlements, all insurance premiums, construction costs and any other charges, costs, liabilities and expenses). Section 4 Compensation. District shall compensate Town for the Work as draws are requested by any architect, engineer, construction contractor or other consultant or contractor under its contract(s) with Town for the Work. Amounts for such purpose shall be paid by District from any revenues currently on hand from the Tax when due. Once amounts on hand are exhausted for such purpose, District shall pay amounts from the continuing levy and collection of the Tax until the total amount due for the Work is paid. (Board shall take all steps necessary to cause the Tax to be levied for such purpose.) Section 5 Budget. The budget of District for payments to Town under this IGA shall be established as part of the annual budget of District in accordance with A.R.S. Section 48-716. Section 6 Time and Progress. TIME IS OF THE ESSENCE with respect to the Work, and Town shall do the Work in conformity with the provisions set forth herein and prosecute all of the Work with due diligence so as to complete the same within a reasonable period of time. Marana Regular Council Meeting 08/07/2018 Page 49 of 237 3 Section 7 Applicable Law. Town shall keep fully informed of applicable federal, state and local laws and regulations affecting the performance of the Work. Town shall at all times observe and comply with all such existing laws, regulations, orders and decrees. Section 8 Governing Law. This IGA shall be governed by the laws of the State of Arizona. Section 9 Binding Commitments. District and Town respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this IGA and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants and promises of this IGA. Section 10 Sole Agreement of Parties. This IGA represents the entire and integrated agreement between District and Town and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by District and Town. Section 11 Third Parties. Nothing contained in this IGA shall create a contractual relationship with or a cause of action in favor of a third party against District or Town. Section 12 Right to Require Performance . Failure by District at any time to require performance by Town of any provision of this IGA shall in no way affect the right of District thereafter to enforce the same. No waiver by District of any breach by Town of any provision of this IGA shall be construed to be a waiver of any succeeding breach of such provision or a waiver of such provision itself. Section 13 Default by Town. A) District may, by written notice to Town, terminate Town’s right to proceed as to the whole or any part of this IGA if Town- 1) fails to perform under this IGA within the time specified therein or any extensions thereof; 2) fails to make progress so as to endanger performance of this IGA in accordance with its terms; or 3) fails to perform any other provision of this IGA. B) Town shall not be subject to this Section if failure to perform arises out of causes beyond its control and without fault or negligence of Town, its subcontractors or employees, or any of their personnel. Section 14 Default by District. A) Town may, by thirty (30) days’ written notice to District, terminate the right of District to proceed as to the whole or any part of this IGA if District - Marana Regular Council Meeting 08/07/2018 Page 50 of 237 4 1) fails to perform under this IGA within the time specified therein or any extensions thereof; 2) fails to make progress so as to endanger performance of this IGA in accordance with its terms; or 3) fails to perform any other provision of this IGA. B) District shall not be subject to this Section if District cures the default within the 30 days’ notice period or if failure to perform arises out of causes beyond its control and without fault or negligence of District, its subcontractors or employees, or any of its personnel. Section 15 Notices. All notices provided in connection with this IGA shall be in writing and shall be deemed to have been sufficiently delivered or served when presented personally or upon the third (3rd) day after being deposited in the United States mail, postage prepaid, by registered or certified mail, addressed as follows: Town: Town Manager Town of Marana, Arizona 11555 W. Civic Center Dr. Marana, AZ 85653 District : District Manager Vanderbilt Farms Community Facilities District 11555 W. Civic Center Dr. Marana, AZ 85653 Section 16 Indemnification and Hold Harmless . To the fullest extent permitted by law, Town shall defend, indemnify and hold harmless District, its officers, officials, employees, agents, successors, and assigns for, from and against any and all claims, demands, suits, settlements, judgments, losses, costs, expenses, damages, and liabilities of every kind and description (including, without limitation, attorneys’ fees, court costs and the cost of appellate proceedings) to the extent relating to, arising out of, or alleged to have resulted from the acts, errors, mistakes, omissions, work or services of Town, its officers, officials, employees, agents, and assigns, in the performance or non-performance of this IGA. Town’s duty to defend, hold harmless and indemnify District, its officers, officials, employees, agents, succe ssors, and assigns shall arise in connection with any claims, demands, suits, settlements, judgments, losses, costs, expenses, damages, or liabilities that are attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property, to the extent caused by the acts, errors, mistakes, omissions, work or services of Town, its officers, officials, employees, agents, and assigns, or any other person for whose acts, errors, mistakes, omissions, work or services Town may be legally liable, in the performance or non-performance of this IGA. Notwithstanding any other provision of this IGA, this requirement shall continue in full force and effect beyond any termination of this IGA. (The amount and type of insurance coverages re quired hereinafter shall not be construed as limiting the scope of the indemnity in this Section.) Marana Regular Council Meeting 08/07/2018 Page 51 of 237 5 Section 17 Insurance. A) Without limiting any liabilities or other obligations of Town hereunder, Town shall, prior to commencing the Work contemplated hereunder, secure and continuously carry with insurers authorized to do business in Arizona and possessing a current A.M. Best, Inc. Rating of B++6 or better, the following insurance coverages: * Commercial General Liability insurance with a limit of not less t han $1,000,000.00 for each occurrence, with a $2,000,000.00 Products/Completed Operations Aggregate and a $2,000,000.00. General Aggregate Limit. The policy shall include coverage for: - Bodily Injury - Broad Form Property Damage - Personal Injury - Products and Completed Operations, and - Blanket Contractual (including, but not limited to, the liability assumed under the indemnification provisions of this IGA). The coverage shall be at least as broad as Insurance Service Office, Inc. Policy Form CG 00011093 or any replacements thereof. The coverage shall not exclude X,C,U. The additional insured endorsement required hereinafter shall be at least as broad as the Insurance Office, Inc’s Additional Insured, Form B, CG20101185, and shall include coverage for District ’s operations and products and completed operations. * Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000.00 each occurrence with respect to SCFD No. l’s vehicles, whether owned, hired, or non- owned, assigned to or used in the performance of the Work hereunder. Coverage shall be at least as broad as coverage cod e 1, “any auto” (Insurance Service Office, Inc. Policy Form CA 00011293, or any replacements thereof). Such insurance shall include coverage for loading and off-loading hazards. B) The insurance policies required herein shall be maintained in full force and effect until all of the Work hereunder is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of District, constitute a material breach of this IGA. The insurance policies required herein shall be primary insura nce, and any insurance or self-insurance maintained by District shall not contribute to it. The insurance policies required herein shall contain a waiver of transfer rights of recovery (subrogation) against District, its officers, officials, employees, agents, successors, and assigns, for any claims arising out of Town’s Work hereunder. The insurance policies may provide coverage which contains deductibles or self-insured retentions. Town shall be solely responsible for deductibles and/or self-insured retentions and District, at its option and cost, may require Town to secure the payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. Marana Regular Council Meeting 08/07/2018 Page 52 of 237 6 C) District reserves the right to request and to receive, within 10 working days, certified copies of any or all of the herein-required insurance policies and/or endorsements. District shall not be obligated, however, to review the same or to advise Town of any deficiencies in such policies and endorsements, and such receipt shall not relieve Town from, or be deemed a waiver of, District’s right to insist on strict fulfillment of Town’s obligations under this IGA. Prior to commencing the Work hereunder, Town shall furnish District with Certificates of Insurance, or formal endorsements as required by this IGA, issued by Town’s insurer(s), as evidence that policies providing the required coverages, conditions and limits required by this IGA are in full force and effect. Insurance evidenced by the Certificates of Insurance shall not expire, be canceled, or be materially changed without fifteen (15) days’ prior written notice to District. If a policy does expire during the term of this IGA, a renewal certificate must be sent to District 15 days prior to the expiration date. D) In the event any insurance policy(ies) required by this IGA is(are) written on a “claims made” basis, coverage shall extend for two (2) years past completion and acceptance of Town’s Work contemplated hereunder, as evidenced by annual certificates of insurance. Section 18 Agreement Validity. The invalidity of any portion of this IGA shall not be deemed to affect the validity of any other provision. In the event that any provision of this IGA is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provisions. [Signature page follows.] Marana Regular Council Meeting 08/07/2018 Page 53 of 237 7 IN WITNESS WHEREOF, the parties hereto have executed this IGA by and through their authorized representatives the day and year first-above written. VANDERBILT FARMS COMMUNITY FACILITIES DISTRICT, a community facilities district of Arizona ……………………………………………….. Ed Honea, Chairperson, Board of Directors ATTEST: ……………………………….. Jocelyn Bronson, Clerk TOWN OF MARANA, a municipal corporation of Arizona, ……………………………………………….. Ed Honea, Mayor ATTEST: ……………………………… Jocelyn Bronson, Clerk The foregoing Intergovernmental Agreement has been submitted to me as District Counsel of Vanderbilt Farms Community Facilities District for review prior to its execution, pursuant to ARS §11- 952(D), and I have determined that it is in proper form and is within the powers and authority granted to the District under the laws of Arizona. …………………………………………… Frank Cassidy, District Counsel Marana Regular Council Meeting 08/07/2018 Page 54 of 237 8 The foregoing Intergovernmental Agreement has been submitted to me as Town Attorney of the Town of Marana for review prior to its execution, pursuant to ARS §11-952(D), and I have determined that it is in proper form and is within the powers and authority granted to Town under the laws of Arizona. ……………………………………………….. Frank Cassidy, Town Attorney Marana Regular Council Meeting 08/07/2018 Page 55 of 237 Page 1 of Exhibit EXHIBIT [Insert Feasibility Report] Marana Regular Council Meeting 08/07/2018 Page 56 of 237 Council-Regular Meeting C6 Meeting Date:08/07/2018 To:Mayor and Council Submitted For:Keith Brann, Town Engineer From:Dan Grossman, CIP Process Analysis Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Strategic Plan Focus Area Additional Info: Principle Statement 2: WE WILL SEEK AND RETAIN DIVERSE INDUSTRIES AND COMMERCE. Initiative 15: Ensure capital improvement projects advance the community's economic development goals and adhere to aesthetic standards. Subject:Relating to Procurement; ratifying the Town Manager's approval of a change order to the Tangerine Sky Park (PK014) construction contract with Tangerine Corridor Constructors in the amount of $56,255.00; authorizing the transfer of appropriations if necessary for the change order; and authorizing the Town Manager or designee to execute the necessary documents to effectuate the change order (Keith Brann) Discussion: Marana Town Code Section 3-4-7(B)(4) provides that Town Council approval is necessary for change orders that individually or cumulatively exceed $ 50,000. However, Section 3-4-8(B) provides that the Town Manager may approve change orders to public improvements contracts that exceed that amount if the Town Manager determines that doing so will avoid unnecessary contractor delay claims or costs, or public health or safety hazards that would otherwise occur while awaiting Town Council approval. When the Town Manager approves a change order in these circumstances, Town Council ratification of the change order must occur as soon as practicable thereafter. The budget for fiscal year 2017- 2018 was adopted on June 20, 2017. The Tangerine Sky Park (shown as Tangerine Corridor Community Park) was properly included within the Capital Improvement Plan. Tangerine Corridor Constructors received a purchase order from the Town in the amount of $490,022.00 to construct roadways and parking lots inMarana Regular Council Meeting 08/07/2018 Page 57 of 237 from the Town in the amount of $490,022.00 to construct roadways and parking lots in the amount of $490,022.00. The purchase order is funded with Park Impact fees. To address safety concerns with Town citizens crossing Camino de Manana from the Tangerine Sky subdivision, and to connect the neighborhood to the park amenities, a lighted crosswalk with actuated warning lighting and associated drainage protection will need to be constructed. The cost of this improvement is $56,255.00. This additional cost is within the fiscal limits as defined within the Parks Infrastructure Improvement Plan which accompanied the update to the parks impact fee program approved by Council on December 19, 2017, under Ordinance No. 2017.029. With an active construction contract and contractor in place, the Town Manager exercised his authority under section 3-4-8(B) of the Town Code to authorize a change order to the contract for the crosswalk, warning lights, and drainage improvements, to avoid unnecessary contractor costs. This item is on the agenda for the Town Council to ratify the Town Manager's action. There is adequate expenditure authority within the project to fund this improvement. Financial Impact: Fiscal Year:2018 Budgeted Y/N: Y Amount:$56,255.00 Funding in the amount of $56,255 is available within the Tangerine Sky Park (PK014) project. The funds available for use are Park Impact Fees, GL Account # 31651010-8015-PK014. Staff Recommendation: Staff recommends ratification of the Town Manager' s approval of change order #1. Suggested Motion: I move to ratify the Town Manager' s approval of a change order to the Tangerine Sky Park (PK014) construction contract with Tangerine Corridor Constructors in the amount of $ 56,255.00; to authorize the transfer of appropriations if necessary for the change order; and to authorize the Town Manager or designee to execute the necessary documents to effectuate the change order. Attachments No file(s) attached. Marana Regular Council Meeting 08/07/2018 Page 58 of 237 Council-Regular Meeting C7 Meeting Date:08/07/2018 To:Mayor and Council From:Rachel Whitaker, Grants Manager Date:August 7, 2018 Strategic Plan Focus Area: Community Strategic Plan Focus Area Additional Info: Community: Principle Statement 1: We will maintain a safe and well-managed community. Subject:Resolution No. 2018-072: Relating to Emergency Management; approving and accepting a FFY 2018 Emergency Management Performance Grant (EMPG) award as a subrecipient of the Arizona Department of Emergency & Military Affairs, Division of Emergency Management (Rachel Whitaker) Discussion: The Arizona Department of Emergency and Military Affairs (AZ DEMA), Division of Emergency Management has awarded the Town of Marana $34,588.72 in grant funding. The Town of Marana will be the first municipality that is a direct subrecipient of the State of Arizona's Emergency Management Preparedness Grant (EMPG), which is funded by the Federal Emergency Management Agency (FEMA). (The conditional EMPG Grant Award letter is attached). This grant award will allow for the purchase of new telecommunications equipment to be installed in the Town of Marana's Emergency Operations Center (EOC). In accordance with the EMPG guidelines, this grant award requires a 50% non-federal cash match, which will be supplied through an in-kind pledge of the Safety and Emergency Management Coordinator's salary. The Town of Marana’s emergency response jurisdiction encompasses many communities and/or neighborhoods within Pima and Pinal Counties. This jurisdictional area is mostly flat with many areas being susceptible to flooding. As such, the Town of Marana is always prepared to respond to emergencies. These grant funds will be used to enhance emergency operations within the Town to create an even more robust emergency response system. The Town will utilize EMPG funds to acquire emergency-related telecommunicationsMarana Regular Council Meeting 08/07/2018 Page 59 of 237 The Town will utilize EMPG funds to acquire emergency-related telecommunications equipment and accessories for the EOC. The equipment includes: Video Camera recording devices, Video Display devices, Satellite Mobile phones as well as Priority Services Communication devices. The Video Camera recording devices are specialized equipment that would allow the Town of Marana to record proceedings, events and responses to emergencies. This video equipment would allow the Town to remain in compliance with AZ DEMA and FEMA so that video proceedings could be reviewed in the aftermath of an emergency. Additionally, video recording equipment could be used for insurance purposes to document the damage sustained during the emergency event. The video display equipment would be used to display/project computer screens during emergency event coordination. Additionally, video display could be used for status updates and to communicate with other governmental agencies during an emergency. The satellite mobile phones and communication devices are devices that can maintain long-distance communication during an emergency event when power may have ceased or when cell phone towers might been rendered inoperable. The Priority Services Communications equipment would provide connectivity to emergency response networks and to other governmental agencies during an emergency. This type of equipment would allow direct access to emergency communication networks so that the Town could continue to communicate with other government officials during a catastrophic event. Financial Impact: Fiscal Year:19 Budgeted Y/N: Y Amount:$34,588.72 Staff Recommendation: The Town of Marana staff's recommendation is to accept the EMPG award from AZ DEMA. Suggested Motion: I move to adopt Resolution No. 2018-072, approving and accepting a FFY 2018 Emergency Management Performance Grant (EMPG) award as a subrecipient of the Arizona Department of Emergency & Military Affairs, Division of Emergency Management. Attachments Resolution No. 2018-072 EMPG Conditional Grant Award Marana Regular Council Meeting 08/07/2018 Page 60 of 237 00058688.DOCX /1 Marana Resolution No. 2018-072 MARANA RESOLUTION NO. 201 8-072 RELATING TO EMERGENCY MANAGEMENT; APPROVING AND ACCEPTING A FFY 2018 EMERGENCY MANAGEMENT PERFORMANCE GRANT (EMPG) AWARD AS A SUBRECIPIENT OF THE ARIZONA DEPARTMENT OF EMERGENCY & MILI- TARY AFFAIRS, DIVISION OF EMERGENCY MANAGEMENT WHEREAS the Arizona Department of Emergency and Military Affairs (AZ DEMA), Division of Emergency Management has conditionally awarded the Town of Marana $34,588.72 in grant funding as a direct subrecipient of the state of Arizona's Emergency Management Preparedness Grant (EMPG) funded by the Federal Emergen- cy Management Agency (FEMA); and WHEREAS the grant award wil l allow for the purchase of new telecommunica- tions equipment to be installed in the Town of Marana's Emergency Operations Center (EOC); and WHEREAS in accordance with the EMPG guidelines, this grant award requires a 50% non-federal cash match, which will b e supplied through an in-kind pledge of the Safety and Emergency Management Coordinator's salary ; and WHEREAS the Town Council finds that it is in the best interests of the communi- ty to accept the grant award from AZ DEMA. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Emergency Management Preparedness Grant (EMPG) award is hereby approved and accepted, and t he Town’s Manager and staff are hereby directed and authorized to undertake all other and further tasks re- quired or beneficial to carry out the terms, obligations, and objectives of the grant award, including the execution of a grant agreement in a form approved by the Town Attorney. Marana Regular Council Meeting 08/07/2018 Page 61 of 237 00058688.DOCX /1 Marana Resolution No. 2018-072 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Ar- izona, this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: _________ Frank Cassidy, Town Attorne y Marana Regular Council Meeting 08/07/2018 Page 62 of 237 Marana Regular Council Meeting 08/07/2018 Page 63 of 237 Marana Regular Council Meeting 08/07/2018 Page 64 of 237 Marana Regular Council Meeting 08/07/2018 Page 65 of 237 Marana Regular Council Meeting 08/07/2018 Page 66 of 237 Marana Regular Council Meeting 08/07/2018 Page 67 of 237 Council-Regular Meeting C8 Meeting Date:08/07/2018 To:Mayor and Council Submitted For:Curry C. Hale, Human Resources Director From:Libby Shelton, Senior Assistant Town Attorney Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2018-073: Relating to Personnel; approving and adopting amendments to the Town's Personnel Policies and Procedures, revising Chapter 2 - Employment Process, Chapter 3 - Classification and Compensation, Chapter 4 - Employment Benefits and Leaves, Chapter 5 - Work Rules and Employee Discipline, Chapter 6 - Performance Management and Employee Development, and Chapter 8 - Termination of Employment (Curry C. Hale) Discussion: The Town will be transitioning to using electronic time entry and leave requests in upcoming months. This will eliminate the need for paper time sheets and leave requests creating increased efficiencies for staff. Electronic time entry and leave requests will be done through the Town's Employee Self Service System. This item proposes several changes to Chapters 2, 3, 4, 5, and 8 of the Town's Personnel Policies and Procedures in order to implement the new electronic time entry program and changes. In addition, there are several other proposed revisions to the Town's Personnel Policies and Procedures. The proposed revisions to Chapter 2 (Employment Process) include a change to conduct employment verification and reference checks on a prospective applicant when the applicant is being considered for a position. The proposed revisions to Chapter 4 (Employment Benefits and Leaves) include the following: Marana Regular Council Meeting 08/07/2018 Page 68 of 237 Eliminating vacation days and changing the policy to reflect vacation hours instead. An employee can use vacation leave prior to 180 days of employment if the employee is on administrative leave for medical purposes. Exempt employees can use a remaining balance of less than one hour of sick leave in conjunction with vacation. Non-exempt employees can use a remaining balance of less than .25 hours of sick leave in conjunction with vacation. Sick leave balances of less than .01 hours will be reduced to zero. Reinstatement of sick leave and MTO hours if an employee is rehired within nine months of termination to comply with A.R.S. 23-372(D)(5). No more than two planned MTO days can be used in conjunction with compensatory time, military leave, bereavement leave, or administrative leave. Employees receiving disability benefits are not required to use paid leave balances concurrently with approved FMLA leave. The proposed revision to Chapter 6 (Performance Management and Employee Development) includes an option to extend an employee's initial evaluation period if the employee has not obtained a required certification or license or has failed to complete a required training. Staff Recommendation: Staff recommends approval of the Personnel Policy amendments. Suggested Motion: I move to adopt Resolution No. 2018-073, approving and adopting revisions to Chapter 2 - Employment Process, Chapter 3 - Classification and Compensation, Chapter 4 - Employment Benefits and Leaves, Chapter 5 - Work Rules and Employee Discipline, Chapter 6 - Performance Management and Employee Development, and Chapter 8 - Termination of Employment of the Town's Personnel Policies and Procedures. Attachments Resolution No. 2018-073 Chapter 2 Chapter 3 Chapter 4 Chapter 5 Chapter 6 Chapter 8 Marana Regular Council Meeting 08/07/2018 Page 69 of 237 - 1 - Marana Resolution No. 2017-073 MARANA RESOLUTION NO . 201 8 -073 RELATING TO PERSONNEL; APPROVING AND ADOPTING AMENDMENTS TO THE TOWN’S PERSONNEL POLICIES AND PROCEDURES, REVISING CHAPTER 2 - EM- PLOYMENT PROCESS, CHAPTER 3 – CLASSIFICATION AND COMPENSATION, CHAPTER 4 - EMPLOYMENT BENEFITS AND LEAVES, CHAPTER 5 – WORK RULES AND EMPLO YEE DISCIPLINE, CHAPTER 6 – PERFORMANCE MANAGEMENT AND EMPLOYEE DEVELOPMENT, AND CHAPTER 8 – TERMINATION OF EMPLOYMEN T WHEREAS Chapter 3-3 of the Marana Town Code provides that the Town Council may adopt personnel policies, rules, and regulations that follow the generally accepted principles of good personnel administration and which may be modified or changed from time to time; and WHEREAS the Town Council adopted Personnel Policies and Procedures via Town of Marana Ordinance 99.12 and Resolution 99-38 on May 18, 1999, which have been amended from time to time; and WHEREAS the Council finds that adoption of the amendments to the Town’s Personnel Policies and Procedures as set forth in this resolution is in the best interests of the Town and its employees. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, as follows: SECTION 1. Chapter 2 of the Town’s Personnel Policies and Procedures, entitled “Em- ployment Process”, is hereby amended as set forth in Exhibit A attached to and incorporated by this reference in this resolution, with deletions shown with strikeouts and additions shown with double underlining. SECTION 2. Chapter 3 of the Town’s Personnel Policies and Procedures, entitled “Classification and Compensation”, is hereby amended as set forth in Exhibit B attached to and incorporated by this reference in this resolution, with deletions shown with strikeouts and addi- tions shown with double underlining. SECTION 3. Chapter 4 of the Town’s Personnel Policies and Procedures, entitled “Em- ployment Benefits and Leaves”, is hereby amended as set forth in Exhibit C attached to and in- corporated by this reference in this resolution, with deletions shown with strikeouts and additions shown with double underlining. SECTION 5. Chapter 5 of the Town’s Personnel Policies and Procedures, entitled “Work Rules and Employee Discipline”, is hereby amended as set forth in Exhibit D attached to and in- corporated by this reference in this resolution, with deletions shown with strikeouts and additions shown with double underlining. Marana Regular Council Meeting 08/07/2018 Page 70 of 237 - 2 - Marana Resolution No. 2017-073 SECTION 6. Chapter 6 of the Town’s Personnel Policies and Procedures, entitled “Per- formance Management and Employee Development”, is hereby amended as set forth in Exhibit E attached to and incorporated by this reference in this resolution, with deletions shown with strikeouts and additions shown with double underlining. SECTION 7. Chapter 8 of the Town’s Personnel Policies and Procedures, entitled “Ter- mination of Employment”, is hereby amended as set forth in Exhibit F attached to and incorpo- rated by this reference in this resolution, with deletions shown with strikeouts and additions shown with double underlining. SECTION 8. All ordinances, resolutions, or motions and parts of ordinances, resolu- tions, or motions of the Council in conflict with the provisions of this resolution are hereby re- pealed, effective as of the effective date of this resolution. SECTION 9. The Town’s manager and staff are hereby directed and authorized to under- take all other and further tasks required or beneficial to carry out the terms, obligations, and ob- jectives of the aforementioned amendments. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Marana Regular Council Meeting 08/07/2018 Page 71 of 237 CHAPTER 2 EMPLOYMENT PROCESS 00057778.DOCX /3 2 -1 [NO REVISIONS TO POLICIES 2 -1 THROUGH 2 -5] POLICY 2 -6 REFERENCE CHECK AND BACKGROUND INVESTIGATION It is the policy of the Town to carefully investigate the backgrounds of all prospective applicants selected for employment to ensure that the relevant facts about an applicant’s employment history and personal background have not been misstated, either on the employment application or resume or during the job interview, and to determine the a pplicant’s fitness for the position. Section 2 -6-1 Procedure A. After an applicant has been selected for employment, the Human Resources staff will conduct employment verification and reference checks on the applicants being considered for a position . Parts of the referenc e check may be delegated to the hiring department. B. Human Resources Department staff shall also conduct a thorough and comprehensive background investigation of applicants selected for employment which may include, but is not limited to, any of the following: 1. State or county criminal records search 2. Multi-state/national criminal database search 3. Federal criminal records search 4. Education verification 5. Employment verification 6. Motor Vehicle Department record search 7. Professional license and credential verification 8. Sex offender registry search 9. Social Security verification 10. Address trace 11. Character and/or personal reference checks C. The Police Department will also conduct an employment verification, reference check and background investigation as part of its process of qualifying Police Department candidates before selection. D. Applicants are required to sign all necessary releases for employment verification, reference checks and background investigations. Marana Regular Council Meeting 08/07/2018 Page 72 of 237 CHAPTER 2 EMPLOYMENT PROCESS 00057778.DOCX /3 2 -2 1. Background investigations of Parks and Recreation Department emplo yees covered under Marana Town Code Chapter 13 -2 shall comply with the requirements set forth in that chapter. E. Some applicants may also be required to submit fingerprints as set forth in Policy 2 -8. [NO REVISIONS TO POLICIES 2 -7 THROUGH 2 -8] POLICY 2 -9 EMPLOYEE ORIEN TATION All new regular full-time and regular part-time employees will be scheduled for general orientation. Each employee will be provided with information on employee benefits and Town policies. Human Resources will distribute and explain the benefits enr ollment forms and their completion deadlines. [No revisions to Sections 2 -9 -1 through 2 -9 -2] Section 2 -9-3 Hiring Department Responsibilities The hiring department provides additional information, including: A. Work standards and regulations; B. Hours of work, and information regarding time entry and leave requests time sheets/payroll records, leave requests; C. Description and duties of the position; D. Safety rules and procedures, location of safety or protective equipment; E. Tour of the work area, including location of equipment, supplies, etc. and the procedures for use of the work area materials; F. Introduction to co-workers; G. Schedule for lunch and breaks; H. When and to whom to report absence from work; I. Who is responsible for performance planning and review. [No revisions to Section 2 -9 -4] [NO REVISIONS TO POLICY 2 -10 EMPLOYEE IDENTIFICATION CARDS] Marana Regular Council Meeting 08/07/2018 Page 73 of 237 CHAPTER 3 CLASSIFICATION AND C OMPENSATION 00057780.DOCX /2 3 -1 [NO REVISIONS TO POLICIES 3 -1 THROUGH 3 -3] POLICY 3 -4 PAYROLL PROCEDURES Regular Town employees are paid biweekly. There are 26 pay periods in the calendar year. Section 3 -4-1 Time Entry Sheets and Payroll Records A. Employees shall use the Town’s current approved time entry system for all time entry and leave requests. A B. All non-exempt employees shall complete time sheets documenting submit documentation of the number of hours worked, as well as any leave taken, in each pay period. The employee’s direct supervisor shall sign the time sheet verifying and approve or disapprove the employee’s hours worked and leave taken. If the employee used any leave time during the pay period, a leave authorization request shall be attached to the time sheet. The employee’s department payroll liaison shall submit the time sheet to the Finance Department by the deadline established by Finance for each pay period. BC. All exempt employees shall submit documentation of complete an attendance record which documents leave taken each pay period. The attendance record shall be signed by the employee’s direct supervisor shall verifying and approve or disapprove any leave taken. Leave authorization requests shall also be signed by the exempt employee’s supervisor and retained by the employee until the pay period in which the leave is taken. Leave authorization requests shall be attached to the attendance record and submitted to the Finance Department by the deadline established by Fina nce for each pay period. CD. Payroll records shall be maintained by the Town in accordance with the Town’s records retention schedule. D E. The Finance Department is responsible for answering inquiries concerning payroll matters. The Finance Department and the Human Resources Department will work collaboratively to resolve pay inquiries in an expeditious manner. EF. Falsification of time entry and leave taken time sheets, attendance records or leave authorization requests is grounds for disciplinary action, up to and including termination. [No revisions to Sections 3 -4 -2 through 3 -4 -5] [NO REVISIONS TO POLICIES 3 -5 THROUGH 3 -11] Marana Regular Council Meeting 08/07/2018 Page 74 of 237 CHAPTER 4 EMPLOYMENT BENEFITS AND LEAVES 00057783.DOCX /5 4 -1 POLICY 4 -1 VACATION LEAVE The Town of Marana provides vacation leave with pay to eligible employees. [No revisions to Sections 4 -1 -1 through 4-1 -2] Section 4 -1-3 Rate of Accrual A. Eligible full-time employees shall accrue paid vacation leave at the rate shown in the following schedule: Vacation Accrual Rate Length of Service Vacation Days Each Year 0 to 5 years 80 hours 10 days (3.08 hours per pay period) > 5 - 10 years 120 hours 15 days (4.62 hours per pay period) > 10 years 160 hours 20 days (6.15 hours per pay period)) B. Eligible part-time employees shall accrue vacation leave on a prorated basis each pay period based on the number of hours paid by the Town during the pay period. C. For purposes of determining length of service, the year noted begins on the day after the preceding anniversary. For example, an employee shall be employed for greater than (>) five years on the day after the employee’s fifth anniversary; therefore, the employee shall begin earning at the higher accrual rate for the pay period in which this date falls. D. Notwithstanding the provisions of this section, a s an incentive to recruit key employees, upon hiring an employee in an unclassified position, the Town Manager may negotiate a vacation accrual rate in excess of the initial vacation accrual rate specified in this section. However, in no event shall the Town Manager negotiate a vacation accrual rate of more than 4.62 hours per pay period. Marana Regular Council Meeting 08/07/2018 Page 75 of 237 CHAPTER 4 EMPLOYMENT BENEFITS AND LEAVES 00057783.DOCX /5 4 -2 [No revisions to Section 4 -1 -4] Section 4 -1-5 Request for Vacation Leave A. Eligible employees may request to use vacation leave after 180 days of employment . 1. If an eligible employee is approved for administrative leave for medical purposes prior to completing 180 days of employment, the employee may request to use vacation leave. B. Employees shall submit vacation leave requests to their supervisor before taking any time off. Requests will be reviewed based on a number of factors, including Town needs and staffing requirements. [No revisions to Sections 4 -1 -6 through 4 -1 -7] POLICY 4 -2 SICK LEAVE [No revisions to Section 4 -2 -1] Section 4 -2-2 Accrual of Sick Leave A. Short-term temporary employees shall accrue sick leave at the rate of one hour of sick leave for every 30 hours worked. B. Prior to June 24, 2017, all regular full- and part-time classified and unclassified employees, including those serving in an initial evaluation period, and term -limited temporary employees, accrued sick leave at a rate determined by the Town. As of June 24, 2017, regular full- and part-time classified and unclassified employees, including those serving in an initial evaluation period, and term -limited temporary employees, will no longer accrue sick leave. Sick leave hours accrued by these employees prior to June 24, 2017 will be t ransferred to a sick leave bank for the employee’s use. The provisions of this sick leave policy will apply to the sick leave bank and whenever the term “sick leave” is used in these Personnel Policies and Procedures, it shall include sick leave bank hours. An employee shall receive no additional sick leave once the employee has used all the hours in the employee’s sick leave bank. C. When an exempt employee’s sick leave bank balance is less than one hour, the employee may use the remaining sick leave bank balance in conjunction with vacation time. When a non-exempt employee’s sick leave bank balance is less than .25 hours, the employee may use the remaining sick leave bank balance in conjunction with vacation time. D. A sick leave bank balance of less than .01 will be reduced to zero. Marana Regular Council Meeting 08/07/2018 Page 76 of 237 CHAPTER 4 EMPLOYMENT BENEFITS AND LEAVES 00057783.DOCX /5 4 -3 [No revisions to Section 4-2 -3 ] Section 4 -2-4 Notification to Supervisor A. For unplanned absences, the employee shall notify his or her direct supervisor before the scheduled start of the employee’s work day. The employee shall also contact his or her direct supervisor on each additional day of absence unless the employee has notified the supervisor in advance of the number of days the employee will be absent. B. Upon return to work, the employee shall submit a leave request form to his or her direct supervisor for the time missed. C. For planned absences pursuant to this policy, such as a planned appointment or medical procedure, an employee shall make a good faith effort to provide notice of the need for such time to the employer in advance of the use of the sick leave and shall make a reasonable effort to schedule the use of sick leave in a manner that does not unduly disrupt the operations of the employer. The employee shall submit a leave request form to his or her direct supervisor as soon as the employee becomes aware of the need for the planned absence. [No revisions to Sections 4 -2-5 through 4 -2-6] Section 4 -2-7 Payment of Sick Leave Upon Termination of Employment A. Employees shall not be compensated for unused accrued sick leave or sick leave bank hours upon termination of employment. B. If a n employee is laid off and then recalled within a 12 calendar month period following the effective date of the layoff, the employee’s previous unused accrued sick leave balance or sick leave bank hours shall be restored at the time of the employee’s re- employment. C. If an employee is voluntarily or involuntarily terminated and then is rehired within nine months of termination, the employee’s previous unused accrued sick leave balance or sick leave bank hours shall be restored at the time of the employee’s re -employment. POLICY 4 -3 MANAGED TIME OFF (MTO) LEAVE The Town of Marana provides managed time off (MTO) leave to eligible employees to allow for necessary rest and relaxation away from work, for attendance at commitments outside of work, and for income protection during medical leave. Employees are expected to responsibly use their MTO leave. Marana Regular Council Meeting 08/07/2018 Page 77 of 237 CHAPTER 4 EMPLOYMENT BENEFITS AND LEAVES 00057783.DOCX /5 4 -4 [No revisions to Se ctions 4 -3 -1 through 4 -3 -4] Section 4 -3-5 Request for Planned Managed Time Off Leave A. Eligible employees may request to use planned MTO leave for up to two consecutive days for any purpose, including the reasons listed in A.R.S. § 23 -373(A). B. Eligible employees may request to use planned MTO leave for more than two consecutive days in the increments of time the employee reasonably needs to use based on the purpose of the leave. Planned MTO leave for more than two consecutive days may be used for any of the following purposes: 1. Personal illness, disease or injury, or surgical, medical, dental or optical appointments, including regular, preventative care appointments, and travel time to and from medical appointments. 2. Medical conditions that prevent the employee from pe rforming assigned tasks. 3. Illness or injury of family member or surgical, medical, dental or optical appointments, including regular, preventative care appointments, for a family member and related travel time to and from medical appointments. 4. Any FMLA -qualifying reason not otherwise listed in this paragraph. 5. Any reason listed in A.R.S. § 23 -373(A). C. Employees must request to use planned MTO leave in advance. Leave request s forms shall be submitted as far in advance as possible. Employees shall make a go od faith effort to provide notice of the need for such time to the employer in advance of the use of the MTO leave and shall make a reasonable effort to schedule the use of MTO leave in a manner that does not unduly disrupt the operations of the employer. D. No more than two planned MTO leave days may be used in conjunction with the use of vacation leave, compensatory time, military leave, bereavement leave, or administrative leave unless the use is for medical purposes. Section 4 -3-6 Request for Unplanned Managed Time Off Leave A. Eligible employees may request to use unplanned MTO in the increments of time the employee reasonably needs to use based on the purpose of the leave for any of the following unforeseen reasons: 1. Personal illness, disease or injury, or surgical, medical, dental or optical appointments, including regular, preventative care appointments, and travel time to and from medical appointments. 2. Medical conditions that prevent the employee from performing assigned tasks. Marana Regular Council Meeting 08/07/2018 Page 78 of 237 CHAPTER 4 EMPLOYMENT BENEFITS AND LEAVES 00057783.DOCX /5 4 -5 3. Illness or injury of family member or surgical, medical, dental or optical appointments, including regular, preventative care appointments, for a family member and related travel time to and from medical appointments. 4. Any FMLA -qualifying reason not otherwise listed in this paragraph. 5. Any reason listed in A.R.S. § 23 -373(A). 6. Emergencies or other similar circumstances necessitating the employee’s absence from work. B. For unplanned MTO leave, the employee shall notify his or her direct supervisor before the scheduled start of the employee’s work day. The employee shall also contact his or her direct supervisor on each additional day of absence unless the employee has notified the supervisor in advance of the number of days the employee will be absent. C. Upon return to work, the employee shall submit a leave request form to his or her direct supervisor for the time missed. [No revisions to Sections 4-3 -7 through 4 -3 -8] Section 4 -3-9 Termination of Employment A. Employees shall not be compensated for unused accrued MTO leave upon termination of employment. B. If an employee is laid off and then recalled within a 12 calendar month period following the effective date of the layoff, the employee’s previous unused accrued MTO leave balance shall be restored at the time of the employee’s re-employment. C. If an employee is voluntarily or involuntarily terminated and then is rehired within nine months of termination, the employee’s previous unused accrued MTO leave balance shall be restored at the time of the employee’s re -employment. [NO REVISIONS TO POLICIES 4 -4 THROUGH 4 -6] POLICY 4 -7 FAMILY AND MEDICAL LEAVE In accordance with the Family and Medical Leave Act (FMLA) of 1993 and the National Defense Authorization Act s (NDAA) of 2008 and 2010, the Town of Marana provides job-protected family and medical leaves of absence without pay to eligible employees who are temporarily unable to work due to an FMLA -qualifying reason. The provisions of this policy are not intended to conflict with or supersede federal law, nor should they be interpreted or construed to do so . If any provision of this policy conflicts with federal law, federal law shall control. Marana Regular Council Meeting 08/07/2018 Page 79 of 237 CHAPTER 4 EMPLOYMENT BENEFITS AND LEAVES 00057783.DOCX /5 4 -6 [No revisions to Sections 4 -7 -1 through 4 -7 -6] Section 4 -7-7 Use of Paid Leave A. FMLA leave is unpaid leave, unless an employee uses paid leave balances during the FMLA leave period as described in this section . The Town requires employees to use all paid leave balances concurrently with approved FMLA leave before leave without pay is used, except that an employee may choose to retain a sick or MTO leave balance of up to 40 hours. The use of paid leave time is subject to the leave policies set forth in this chapter. B. If an employee is receiving disability benefits such as workers’ compensation, short-term disability, or long-term disability, the employee is not required to use his or her paid leave balances concurrently with approved FMLA leave. [No revisions to Sections 4 -7 -8 through 4 -7 -19] [NO REVISIONS TO POLICIES 4 -8 THROUGH 4 -10] POLICY 4 -11 WORKERS’ COMPENSATION Under Arizona law, it is mandatory for employers to secure workers’ compensa tion insurance for their employees. Workers’ compensation is a “no fault” system in which an injured or ill employee is entitled to receive benefits for a job-related injury or illness, no matter who caused the injury or illness. If an illness or injury is job-related, then the injured employee is eligible to receive medical benefits and may receive temporary compensation, if eligibility requirements are met. In some cases, a claimant may also receive permanent compensation benefits, job retraining, and supportive medical care. The provisions of this policy are not intended to conflict with or supersede state law, nor should they be interpreted or construed to do so. If any provision of this policy conflicts with state law, state law shall control. [No revisions to Sections 4 -11-1 through 4 -11-3] Section 4 -11 -4 Use of Leave A. On the day of the accident, injury or illness, the employee will not be required to use sick, MTO, or other leave for an absence that is a direct result of the accident, injury or illness. The employee shall record time spent during the work day addressing the accident, injury or illness, such as seeking medical attention, shall be treated as time worked as “industrial leave” on his or her time sheet or attendance record . The Marana Regular Council Meeting 08/07/2018 Page 80 of 237 CHAPTER 4 EMPLOYMENT BENEFITS AND LEAVES 00057783.DOCX /5 4 -7 employee will not be paid wa ges for any time spent addressing the accident, injury or illness outside the employee’s scheduled work day. B. Beginning with the first work day following the day of the accident, injury or onset of illness, the employee may use any leave balances for absenc es related to the accident, injury or illness. Any request to use paid leave balances will be considered in accordance with the leave policies set forth in this chapter. C. If the employee used leave balances for time lost and the workers’ compensation carrie r then provides retroactive compensation benefits for lost wages, the Town shall reimburse the employee’s leave balances in the appropriate amount and type of leave for the time lost that is retroactively paid through compensation benefits. The Town will correct the overpayment to the employee in the next regular pay cycle or cycles by reducing the employee’s hours paid by the Town. D. The employee’s pay shall not exceed the employee’s normal weekly earnings through any combination of workers’ compensation ben efits, paid leave and other payments received by the employee. If the combination of payments results in the employee being paid more than his or her normal weekly earnings, the Town shall require the employee to reimburse the Town for the overpayment. E. For any absences during which the employee is receiving compensation benefits for lost wages from the workers’ compensation carrier, the payroll liaison for the employee’s department shall record the employee’s time on a time sheet or attendance record allocating that portion of the employee’s time that is being paid by the workers’ compensation carrier as “industrial leave workers’ compensation” and the remainder of the employee’s time as paid or unpaid leave, as applicable. F. When an employee with a job-related injury or illness returns to work, either in his or her normal assignment or in an alternative work assignment (light/restricted duty), the employee must use sick or MTO leave or other approved leave for absences due to medical appointments, including physical therapy, for the job-related injury or illness. Any request to use paid leave balances will be considered in accordance with the leave policies set forth in this chapter. G. The Town shall not approve the use of sick, MTO, or vacation leave for an emp loyee who has an injury, illness or disease incurred while employed by another employer. Marana Regular Council Meeting 08/07/2018 Page 81 of 237 CHAPTER 4 EMPLOYMENT BENEFITS AND LEAVES 00057783.DOCX /5 4 -8 [No revisions to Sections 4 -11-5 through 4 -11-7] [NO REVISIONS TO POLICIES 4 -12 THROUGH 4 -14] POLICY 4 -15 CIVIC DUTY The Town of Marana encourages employees to fulfill their civic responsibilities as citizens and provides civic duty leave to eligible employees as described in this policy. [No revisions to Sections 4 -15-1 through 4 -15-3] Section 4 -15 -4 Voting A. Any employee eligible and registered to vote in any public election held within this sta te may request time off for voting. The employee must apply for submit a leave request for voting prior to the election day. B. The employee may be absent for up to three hours with pay on the day of the election for the purpose of voting. The amount of leave the employee is eligible for shall be determined in accordance with state law, which requires that an employee have three consecutive hours in which to vote. Employees are not entitled to voting leave if they have three consecutive non -working hours in which to vote. C. The Department Head may specify the hours during which the employee may be absent for the purpose of voting. D. Employees are expected to vote at a time that minimizes impact on the department operations. E. An employee may be required to provide evidence of eligibility to vote prior to approval for time off. Marana Regular Council Meeting 08/07/2018 Page 82 of 237 CHAPTER 5 WORK RULES AND EMPLOYEE DISCIPLINE 00057786.DOCX /2 5 -1 POLICY 5 -1 HOURS OF WORK An employee is expected to work the days and hours necessary to perform all assigned responsibilities and tasks in order to provide continuity of services to citizens and to facilitate teamwork and supervision. Attendance is an essential function of every Town position and shall be a consideration in determining promotions, transfers, satisfactory completion of performance periods and continued employment with the Town. [No revisions to Sections 5 -1 -1 through 5 -1 -4] Section 5 -1 -5 Leave without Pay A. Employees are expected to responsibly use and manage their vacation, sick, and managed time off (MTO) leave balances and maintain appropriate leave balances for their use. B. A leave without pay for time off in excess of the employee’s vacation, sick and MTO leave balances is inconsistent with the general needs and requirements of the Town, unless the leave is part of an approved FMLA or administrative leave, or is due to a workplace injury qualifying for workers’ compensation benefits. C. Employees may request leave without pay by submitting a leave request form to the Department Head. Requests for leave without pay shall be submitted as far in advance of the requested leave as possible. D. Requests for leave without pay must be approved in writing by the Department Head, in consultation with the Human Resources Director or designee. Requests may be denied at the discretion of the Department Head. E. The decision to deny leave without pay is not subject to review under the personnel action review procedures set forth in Chapter 5 of these Personnel Policies and Procedures or within any other Town policy or procedure. POLICY 5 -2 PERSONNEL FILES The Human Resources Department maintains an official personnel file and a separate medical file on each employee. The personnel file contains documentation regarding all aspects of the employee’s tenure with the Town, such as employment history, performance appraisals, and disciplinary action notices. The medical file contains documentation such as employee benefits elections and medical leave information. Marana Regular Council Meeting 08/07/2018 Page 83 of 237 CHAPTER 5 WORK RULES AND EMPLOYEE DISCIPLINE 00057786.DOCX /2 5 -2 [No revisions to Section 5 -2 -1] Section 5 -2-2 Department Personnel Files A. The employee’s current department may also maintain a personnel file regarding the employee’s tenure with the department. If maintained, the department personnel file may contain the following items: 1. Name 2. Emergency contact information 3. Personnel Action Forms and supporting documentation 4. Performance a ssessment documents 5. Documents of all formal disciplinary actions and grievance/appeal actions not alleging discrimination 6. Outside employment documents 7. Employment application(s) 8. Employee time and leave records including leave request documents and time sheets 9. Education reimbursement application forms B. Employees may provide work-related documents, such as letters of commendation, school transcripts, and updated resumes for inclusion in the employee’s official or department personnel file. C. Each department should also maintain copies of the non -medical portions of risk ma nagement files related to worker s’ compensation reports and supervisor’s copies of accident/injury reports. D. Department personnel files shall be relocated to the receiving department upon employee transfer. The transferring department may retain only the fo llowing information: 1. Name 2. Address 3. Personnel Action Forms and supporting documentation E. As a general rule, departments shall maintain only the employee records listed in this section in department personnel files. Questions regarding the contents of department personnel files should be referred to Human Resources. Marana Regular Council Meeting 08/07/2018 Page 84 of 237 CHAPTER 5 WORK RULES AND EMPLOYEE DISCIPLINE 00057786.DOCX /2 5 -3 [No revisions to Sections 5 -2 -3 through 5 -2 -6] [NO REVISIONS TO POLICIES 5 -3 THROUGH 5 -4] POLICY 5 -5 DISCIPLINE SYSTEM Each supervisor shall have the responsibility and authority, with the approval of the Department Head and/or General Manager, to administer appropriate discipline to subordinates using a positive progressive discipline process as a corrective measure. [No Revisions to Sections 5 -5-1 through 5 -5-4] Section 5 -5-5 Grounds For Disciplinary Action Grounds for disciplinary action, up to and including termination, include, but are not limited to, the following: A. Dishonesty, including, but not limited to, intentionally giving false information, intentionally falsifying records or making false statements when applying for employment, lying to supervisors in connection with the employee’s job, or an investigation, giving false information or lying about the reason for an absence from work, or falsifying time entries or leave requests sheets or other payroll records. B. Discrimination or failure to abide by Equal Employment Opportunity regulations, including sexual or other harassment of a protected class. C. Reporting to work under the influence of alcohol or drugs or using such substances while on Town property. D. Theft or removal of Town money, merchandise or property, including property in the custody of the Town, without permission. E. Unauthorized or unlawful possession of firearms, other weapons or explosives in Town facilities or while on Town business. F. Conviction of a criminal offense. G. Acts of workplace violence, including violence or threats of violence in the workplace or against other employees or members of the public. H. Insubordination; failure to follow the orders of one’s supervisor(s). I. Failure to maintain the minimum qualifications of the employee’s position. J. Inability to perform the full essential functions of the employee’s regular position, with or without a reasonable accommodation, for greater than 12 months in a 24 -month period, as defined in th ese Personnel Policies and Procedures. Marana Regular Council Meeting 08/07/2018 Page 85 of 237 CHAPTER 5 WORK RULES AND EMPLOYEE DISCIPLINE 00057786.DOCX /2 5 -4 K. Failure to uphold the Town’s Cultural Values. L. Being absent from work without permission or failure to report to the supervisor, Department Head or General Manager when one is absent. M. Being habitually absent or tardy for any reason. N. Making recordings of conversations or other activities in the workplace without authorization or explicit consent to the recording. O. Inability or unwillingness to perform the assigned job; failure to perform assigned work in an efficient or effective manner. P. Participation in prohibited political activities. Q. A cceptance of fees, gifts or other valuable items in the performance of the employee’s official duties for the Town. R. Any action, on or off the job, bringing discredit to the Town. S. Violation of any Town policies, administrative directives, or ordinances, or state or federal law. T. Violating safety rules and regulations; being wasteful of material, property or working time; failure to observe proper security or safety procedures. U. Inability to get along with fellow employees so that the work being done is hindered and not up to required levels; speaking critically or making derogatory or false accusations so as to discredit other employees or supervisors. V. The use of profanity or abusive language towards a fellow employee or member of the general public while performing official duties as a Town employee. W. Divulging or misusing confidential information, including removal from Town premises without proper authorization of any employee lists, records, designs, drawings or confidential information of any type. X. Improper use of the Town’s electronic storage and communications equipment, as set forth in these Personnel Policies and Procedures and any administrative directives established by the Town Manager. Y. Such other act, error or omission detrimental to the mission of the Town. [No Revisions to Sections 5 -5-6 through 5 -5-8] [NO REVISIONS TO POLICIES 5 -6 THROUGH 5 -8] Marana Regular Council Meeting 08/07/2018 Page 86 of 237 CHAPTER 6 PERFORMANCE MANAGEMENT AND EMPLOYEE DEVELOPMENT 00058705.DOCX /1 6 -1 POLICY 6 -1 PERFORMANCE MANAGEMENT The Town Manager shall establish a performance management program that relies on a system of establishing goals, strategies and performance benchmarks for the organization and identifying how individual and team efforts contribute to the overall achievemen t of Town strategic objectives. At a minimum, the performance management program will link to Town - wide goals and strategies, set appropriate expectations, share ongoing and timely feedback, and provide opportunities for coaching. The Human Resources Director shall be responsible for ensuring implementation of an employee performance management system in accordance with this policy. [No revisions to Section 6 -1 -1] Section 6 -1-2 Extension of the Initial Evaluation Period A. The Town may extend an employee’s initial evaluat ion period if it is determined that more time is necessary to evaluate the performance of the employee. B. All extensions of the initial evaluation period shall be approved by the Department Head or the chain of authority above the level of Department Head, where applicable, and the Human Resources Department. C. The employee shall receive a written notice of the extension no later than the last day of the initial evaluation period. If the employee is unavailable to receive such a notice in person, the Town sha ll send a letter to the last known address of the employee on file with the Human Resources Department. In either case, the date of the letter shall be deemed the effective date of the notice. A copy of the notice of extension will be forwarded to the Huma n Resources Department for inclusion in the employee’s personnel file. D. Under no circumstances may the total time for the initial evaluation period exceed 24 months. E. The initial evaluation period may be extended under, but not limited to, the following circumstances: 1. The employee has had a leave of absence during the initial evaluation period that exceeds 15 calendar days. 2. The employee’s performance is not satisfactory, but the Department Head believes that with more time and supervision the employee may s ucceed in the position. In such cases, the Department Head shall develop a documented plan of action for improvement. Marana Regular Council Meeting 08/07/2018 Page 87 of 237 CHAPTER 6 PERFORMANCE MANAGEMENT AND EMPLOYEE DEVELOPMENT 00058705.DOCX /1 6 -2 3. Supervisor continuity is interrupted during the initial evaluation period. 4. The work assigned to the employee’s position is cyclical and th e initial evaluation period did not provide an opportunity to adequately evaluate all aspects of an employee’s performance. 5. The employee has not obtained a required certification or license, or has failed to complete required training, but the Department Head believes that with more time the employee will be able to complete the requirements. [No revisions to Section 6 -1 -3] [NO REVISIONS TO POLICIES 6 -2 THROUGH 6 -4] Marana Regular Council Meeting 08/07/2018 Page 88 of 237 CHAPTER 8 TERMINATION OF EMPLOYMENT 00057791.DOCX /2 8 - 1 [NO REVISIONS TO POLICY 8 -1] POLICY 8 -2 EXIT PROCESS The Human Resources Department is responsible for coordinating the exit process with the Department Head, the chain of authority above the level of Department Head and the Finance Department. [No revisions to Sections 8 -2 -1 through 8 -2 -2] Section 8 -2 -3 Final Pay Check A. The Finance Department shall be notified of the employee’s separation date through a Personnel Action Form. Employees shall receive pay for work performed through the last hour worked and for unused benefits as stipulated by Town policy and laws governing final payments. 1. Terminated employees must be issued their final pay check within seven working days of the effective date of the termination or at the end of the next regular pay period, whichever is sooner. 2. Employees who leave the employment of the Town by means other than termination will be paid at the close of the next regular pay period. 3. Costs of unreturned Town property will be deducted from the final paycheck. 4. The Town will distribute the final pay check to the employee via direct deposit. B. It is the responsibility of the Department Head to ensure that the employee has completed final clearance and that all items, inclu ding the Personnel Action Form, the exit clearance checklist and the final time entry sheet/attendance record, have been properly completed and forwarded to the Human Resource s Department and the Finance Department within the required time frames for issua nce of the final pay check. [No revisions to Sections 8 -2 -4 through 8 -2 -5] [NO REVISIONS TO POLICIES 8 -3 THROUGH 8 -4] Marana Regular Council Meeting 08/07/2018 Page 89 of 237 Council-Regular Meeting C9 Meeting Date:08/07/2018 To:Mayor and Council Submitted For:Keith Brann, Town Engineer From:Dan Grossman, CIP Process Analysis Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Relating to Procurement; approving a change order to the Tangerine Rd. Corridor I10 to Town (ST021) project construction contract with Tangerine Corridor Constructors in the amount of $88,768.00; authorizing the transfer of appropriations if necessary for the change order; and authorizing the Town Manager or designee to execute the necessary documents to effectuate the change order (Keith Brann) Discussion: Marana Town Code Section 3-4-7(B)(4) provides that Town Council approval is necessary for change orders that individually or cumulatively exceed $50,000. Effective August 28, 2015, Tangerine Corridor Constructors was awarded a construction contract for $38,140,054.00 to construct the Tangerine Rd Corridor, I10 to Town (ST021) project. The project (ST021) consists of widening Tangerine Road to 4 lanes with drainage improvements, sidewalks, ADA facilities, multi-use path and lanes, traffic signals, right-of-way acquisitions, utility relocations, and wildlife crossing structures. This project is being constructed within the jurisdictions of the Town of Marana, Pima County, and Oro Valley. On May 7th, 2018, the Marana Town Council approved an Intergovernmental Agreement between the Town of Marana and the Town of Oro Valley which allows for administrative change orders for the Tangerine Rd Corridor Project. The Town of Oro Valley has asked for additional work within its jurisdictional boundaries. Town staff is now seeking Council approval for a change order in the amount of $88,768.00, which will be fully paid for by the Town of Oro Valley. Marana Regular Council Meeting 08/07/2018 Page 90 of 237 The proposed change order addressed by this item will authorize Tangerine Corridor Constructors to improve the intersection of Tangerine Road and La Cholla Blvd. The La Cholla Blvd. improvements will result in pavement removal and replacement on La Cholla Blvd., sidewalk ties-ins, vertical curbs and medians. This amount exceeds $50,000 and therefore requires Council approval. This additional work will be fully paid for by the Town of Oro Valley, utilizing GL account 34543000-8015-ST021. Financial Impact: Fiscal Year:2019 Budgeted Y/N: N Amount:$88,768.00 This change order will be paid for by the Town of Oro Valley, out of GL Account #: 34543000-8015-ST021. Staff Recommendation: Staff recommends approval of the described change order. Suggested Motion: I move to approve a change order to the Tangerine Rd. Corridor, I10 to Town (ST021) project construction contract with Tangerine Corridor Constructors in the amount of $88,768.00; to authorize the transfer of appropriations if necessary for the change order; and to authorize the Town Manager or designee to execute the necessary documents to facilitate the change order. Attachments No file(s) attached. Marana Regular Council Meeting 08/07/2018 Page 91 of 237 Council-Regular Meeting C10 Meeting Date:08/07/2018 To:Mayor and Council Submitted For:Jocelyn C. Bronson, Town Clerk From:Suzanne Sutherland, Assistant to the Town Clerk Date:August 7, 2018 Subject:Approve June 12, 2018 Study Session Meeting Minutes and approve June 19, 2018 Regular Council Meeting Minutes (Jocelyn C. Bronson) Attachments Draft Study Session Meeting Minutes 06/12/2018 Draft Regular Council Meeting Minutes 06/19/2018 Marana Regular Council Meeting 08/07/2018 Page 92 of 237 June 12, 2018 Study Session Minutes 1 MARANA TOWN COUNCIL STUDY SESSION 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, June 12, 2018, at or after 6:00 PM STUDY SESSION Ed Honea, Mayor Jon Post, Vice Mayor David Bowen, Council Member Patti Comerford, Council Member Herb Kai, Council Member John Officer, Council Member Roxanne Ziegler, Council Member CALL TO ORDER AND ROLL CALL . Mayor Honea called the meeting to order at 6:00 p.m. Town Clerk Bronson called roll. All Council Members were present. PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE . Led by Mayor Honea. APPROVAL OF AGENDA. Motion to approve by Council Member Bowen, second by Vice Mayor Post. Passed unanimously. CALL TO THE PUBLIC . No speaker cards were presented. DISCUSSION/DIRECTION/POSSIBLE ACTION D1 Relating to Development; presentation regarding proposed changes to the community facilities district policy required by SB1480 revisions; community facilitie s districts and consideration of other optional changes (Erik Montague). Marana Regular Council Meeting 08/07/2018 Page 93 of 237 June 12, 2018 Study Session Minutes 2 Mr. Montague discussed some required community facilities district (CFD) policy changes as well as optional changes as a result of SB 1480. This session follows the study session of September 2017 where a basic background was provided to Council. Not long after the September session, the League of Arizona Cities and Towns became aware of a technical fix that was necessary before new CFD’s could be legall y established, so town staff set aside temporary changes to the policy. Staff considered larger districts with larger infrastructure needs. He noted that a CFD is a special purpose district established to fund public infrastructure that might not otherwi se occur in key or strategic areas. The most common infrastructure is roads, parks, and water and wastewater projects. Only landowners within the CFD are responsible for the debt. A CFD can also provide enhanced service levels such as greenbelts, parks and roads , and developers look for an overall enhanced development. Proposed CFD’s include Sanders Grove, Uptown, and Villages of Tortolita – all of which halted at the recession when development activity slowed down. Some of those projects are resuming. The Council sits as the board for the formed CFD’s at Vanderbilt, Gladden Phase I and Gladden Phase II, and Saguaro Springs. The Dove Mountain Resort, Red Hawk 1 and Red Hawk 2 were the first established CFD’s in the town and were run by an outside board. Marana’s CFD policy was adopted in 1997 and then amended in 2004. The policy makes sure that applications are consistent with the adopted policy, and ensures well - planned projects . That includes determining that the developer has the financial capacity to meet current and future obligations. The policy also includes reasonable measures to protect homeowners and businesses within the CFD. Mr. Montague then reviewed the common types of CFD debt – General obligation (GO) and Special Assessment (SA). The preferred debt is general obligation which provides an ad valorem tax on property within the district . The current target rate is $2.50 per $100 of valuation. As the home appreciates i n value, so does the amount of tax paid. There are measures to protect the homeowner such as standby contribution agreements with the developer. Debt is paid by the homeowner through secondary property taxes. The town also has the ability, such as with Saguaro Springs, on how to size the bonds. Important to the limitations is that policy establishes a target. Our goal is to maintain a debt service of not more than $2.50. But the district enters into covenants adequate to meet our obligations. We have not issued any special assessments within a CFD. We do have one with the Tangerine Road Improvement District. Next, Mr. Montague reviewed the changes required by SB 1480. A public hearing before the board will be required wi thin 60 days of receiving a signed petition for CFD formation. This is a very short turnaround time. A petition does not presume that a district will be formed. However, if the board agrees to the formation, immediately after the hearing, the board must adopt a resolution declaring its intent for formation. If formation is not approved, the board must publicly indicate the reason for denial and identify changes needed for the application to be approved. If approved, the board may not increase the infras tructure elements, debt limit or duration beyond those in the Marana Regular Council Meeting 08/07/2018 Page 94 of 237 June 12, 2018 Study Session Minutes 3 petition. The CFD shall establish and maintain an official website that is searchable and includes contracts, public notices, meeting minutes, resolution and accounts showing all monies receive d and disbursed. Infrastructure ownership and maintenance must be accepted within 30 days of the final engineer’s certification. The Application. The content of the application must include a petition signed by at least 25% of the landowners within the proposed district. The application must also include a description of the applicant, contacts, legal representatives and consultants , a description of the process for adding two more board memb ers, a general plan for the public infrastructure to be acquired by the district, and the preliminary financing plan, including sources and uses of the funding. Other changes to the policy include adding a description of the record -keeping process used for CFD disclosure statements and acknowledgements and clarification that the applicant is responsible for insurance and for providing indemnification. Prior to application, a District Development and Financing Participation Agreement must be in substantially final form. This is a significant and important document and takes a lot of time from staff and consultants to frame. Because of the 60 -day requirement, we will include in a future document that we had a pre -submission or pre -application process to initiate the major deal points related to framing so that we have time prior to the application to work outside the 60 days. Application fees are limited to actual formation costs and shall not exceed $15,000. A pre -application meeting must be held prior to s ubmission with general details for review and analysis and to ensure there is clarification of a public hearing requirement in the event that all owners of the land sign the formation petition. Mr. Montague noted that under SB1480, we cannot ask a develope r for any additional financing outside the CFD. In response to a question from Council Member Kai, the $15,000 application fee will not pay for the costs to the town. However, once the district is formed, we may have a little wiggle room to ask for reaso nable and necessary costs outside the actual formation. But under the Infrastructure Acceptance our hands are tied. Council Member Bowen asked what the penalties are for not making the 60 -day window. Mr. Montague stated that he was not aware of penalties but noted that the town would be in violation of statute and that would involve litigation. Council Member Ziegler asked if there was an opportunity for extension. Mr. Montague noted that under the policy, there are really two mai n options to not take action within the 60- day period – by mutual agreement to continue to address a deficiency or for a denial. But there is no capacity to delay without specific reason such as not meeting a requirement. Vice Mayor Post asked if we can change our process to require more from a developer so that there is more of a burden on their end instead of on the town. Mr. Montague responded that there is risk in reopening negotiations. Before we get to pre-application we need to have a series of m eetings on what the process is going to look like and what reports will be generated for our consideration. With the Saguaro Springs (Bloom) CFD, one of the things that we needed to do was hire a third party consultant to give us an idea of whether the ap plicant’s growth projections were Marana Regular Council Meeting 08/07/2018 Page 95 of 237 June 12, 2018 Study Session Minutes 4 realistic. If 100% of interested individuals sign the petition we might not need a public hearing and could go directly to formation without additional costs . Using various charts, Mr. Montague then walked Council through how a general obligation bond works and the impact of general obligations bonds . We have a target of $2.50 per $100 of assessed valuation, and Operations & Maintenance of $.30 per $100 of assessed valuation. He used an illustrative example of how the calculation works as well as the overall effect of the tax rate to the homeowner. Vice Mayor Post asked if commercial properties are required to be part of a district, a nd Mr. Montague responded that a CFD can include commercial elements. Mr. Montague noted that the new requirements are from the effective date of the legislation. This is prospective not a change to anything already established. He then transitioned to the Financing Considerations element with specific concerns about what we do with large CFD’s or large developments that are unique or have a special circumstance that are outside of the norm. Staff took the direction from Council and staff back in September and framed a working concept. Right now in policy, we have 7 years, but the question becomes what is the reasonable amount of time to expect or advance the overall development of a CFD so that it doesn’t languish forever. In concept we are framing it for about 15 years or 75% of the development. Council Member Bowen asked what purpose it serves to expand from 7 to 15 years, and Mr. Montague responded that the maximum amount of voter authorization is set at the time of election, so it’s just the timeframe in which it can be extended. So in a scenario where there is a CFD with eligible infrastructure and less than $50M, we will look to maintain our current tax rate of $2.50 for debt, and the primary or preferred mechanism to finance that debt would be through GO’s . We would prefer not to issue SA bonds for routine CFD’s. If there is a CFD with a unique circumstance, then for conversation purposes we could consider GO’s or some combination of GO’s and/or SA’s, and for the GO side, we could allow for a rate different than our current tax rate. For the SA, (the value of the lien ratio is what limits it) for $3,000 or the value to lien ratio of 4:1. This illustration came about from the conversations at the September study session. General conversation initiated by Mayor Honea was that special assessments are not preferred. Just because a development is larger doesn’t mean that people have more money to pay a higher tax. Both Vice Mayor Post and Council Member Ziegler expressed their distaste for CFD’s. Vice Mayor Post asked what would happen without CFD’s. Why not pay the developer back for the initial infrastructure through impact fees? They reflect the true cost of the home or development. A prospective buyer would know the cost o f the home up front. Mr. Montague stated that if you go with the ‘no CFD model,’ what has happened in other communities is that you get the minimum required infrastructure; thus, meeting minimal specifications and amenities from a service level. Related to the CFD’s there are a number of reasons and public policy perspectives for the CFD which were outlined tonight, and one of those is for enhanced public infrastructure sooner than what might otherwise be developed. It is possible if we went through the imp act fee model for a park, the town would collect the fees, but it Marana Regular Council Meeting 08/07/2018 Page 96 of 237 June 12, 2018 Study Session Minutes 5 might be years before we would have the funds to build the park. So from a timing perspective, the community goes without the use, value or appreciation of that facility that was initially an enticement to purchase there. The impact fee is paid for by the builder on the value of the home. What they pay is going to reflect any appropriate credit for eligible infrastructure that the developer paid for. Protracted discussion continued on impact fees and credits. So one of the public policy benefits or decisions is that there does seem to be a benefit to using CFD’s because we (the town) will get a better product within the developments. Mr. Montague asked for clarification on the direction Cou ncil wants to see when this item is brought back. If it’s not possible today, we can advance the discussion to a future meeting. Mr. Mehta noted that using the Dove Mountain CFD as an example of enhanced development versus the Continental Ranch development that has no CFD, as indicated by Council Member Ziegler, shows the positive visibility of the enhancements. Without the CFD, we might no t have considered doing the additional landscaping that makes the development so attractive. Also, with the impact fee, you have to consider what is going to happen over the next 10 years when the developer might not be ready to go the first year or the ni nth year. So with impact fees, you take the risk of predicting the future. You start collecting fees, and then by the tenth year perhaps you don’t need to build the amenity after all or you haven’t collected enough money to build it. So we only use impact fees for something that is absolutely certain to happen. Borrowing is another good reason to consider CFD’s. It’s the borrowing that Council authorizes at the time it’s absolutely needed . For a very large project, you must ask if the developer can do the borrowing on their own dime. So there are pros and cons, but the CFD has its merits. Vice Mayor Post thanked Mr. Mehta, and again noted that although most of the Council aren’t fans of the CFD, they seem to be comfortable with the $2.50 limit. He has some interest in the special assessments if they can disappear at the time of sale of the home or transferred at some point. Council Member Bowen asked for clarification on the purp ose or justification for suggesting a higher amount, especially for a development the size of The Villages of Tortolita. He would be interested i n learning more about that. Mr. Montague responded that the higher amount could apply more to the larger deve lopments with greater infrastructure needs. Council discussion continued to circulate around who pays for what, when and how and how much. Per Council Member Comerford, it does seem to be a matter of education and what the market will bear and who bears i t. She asked how developers or the town can assist with that. Mr. Montague stated that there is continuing discussion as to what is required to be disclosed and how. There is an education component related to the developer and the production builders and their sales staff relative to ensuring that those conversations are occurring. That is combined with the normal due diligence that we are hoping everyone continues to engage in. Council Member Officer asked if this information could be posted on the town’s website as an additional public service. Marana Regular Council Meeting 08/07/2018 Page 97 of 237 June 12, 2018 Study Session Minutes 6 In response to Council Member Z iegler’s question as to who proposed this legislation, Mr. Cassidy noted that it was a person by the name of Carter Froehlich, who is not a legislator but who is came up with the language. He also came up with the previous bill that went to the Governor bu t was vetoed the year before . That bill would have made CFD’s completely automatic and completely out of the control of a city or town council. Steve Smith was the legislator who introduced and carried the bill. Council Member Bowen stated that he does not need additional information on a higher rate for larger CFD’s; he backs the consensus of $2.50. Mr. Montague stated that the reason for the additional follow up is when we bring something before Council for either consideration or conversation, we just want it to be consistent with what Council is looking for/Council direction and changes will be incorporated into an amended CFD policy. We are under no specific time requirement to have these approved, although we will want to time the adoption of any policy to occur before we receive our first application, whenever that might occur. Council Member Ziegler asked if we should have a public meeting with developers prior to adopting a final policy. Mr. Mehta stated that, taking all of the discussion points into consideration, staff will likely bring an ame nded CFD policy to Council at a future study session to confirm what Council thinks it should be. That could include any stakeholders interested in bringing forward CFD’s. D2 Presentation and discussion of proposed comprehensive revisions to the Town of Marana Sign Code, currently found in Title 16 (Signs) of the Marana Land Development Code, and proposed to be replaced by Chapter 17 -10 (Sign Regulations) of the Marana Town Code (Brian Varney and Frank Cassidy). Mr. Cassidy noted that this is staff’s o pportunity to introduce Council to the new draft sign code , review the schedule, give a sample some of the provisions and get some feedback from Council on the initial process as well as some of the substantive provisions. While he will provide some of the legal background, Brian Varney is also available to give his view from the Planner’s perspective. Mr. Cassidy began by noting that town staff was already in the process of seeking business input regarding the sign code a couple of years ago, when in June of 2015 the U. S. Supreme Court came out with a decision on the church signs in the right of way in Gilbert, AZ. The Court favors being able to read time, place and manner provisions – how big, illumination, etc. in order to regulate. The Court favors that over a sign just being content- based. Staff is planning to b ring the sign code forward earlier than the bulk of the rest of the Land Development Code. Staff had an initial study session with the Planning Commission and we will have another study session at the end of J une to get into greater detail. After that session, we will go out for some public and stakeholder input. We could be back in front of Council in October with the public hearing. There are a few new approaches and new terms such as the “sign premises”. In residential areas this means not just the property its elf but if the pro perty owner has a license agreement to use the right of way (ROW), the premises goes out to the ROW. In Marana Regular Council Meeting 08/07/2018 Page 98 of 237 June 12, 2018 Study Session Minutes 7 non-residential areas, it means the entire shopping center or industrial center where the sign is located, plus the adjacent ROW used by the sign premises owner or owners under a license from the town. Sign property means the lot of parcel where the sign is placed or erected. The reason for this is that the town has huge rights of way. As an example, along Cortaro Road are in the ROW. If you wanted a bank sign that’s visible to traffic, it has to be in the ROW . And those are done with ROW licenses. Right now there is nothing in our sign code that explains that, so the new sign code will explain that. That will be an o n-premise sign. There is also an idea of sign property, such as location. You have to get the property owner’s okay to put up the sign. There is also something in the new code that certain kinds of signs where you can enlarge the sign a bit if you have a better design. We have tried to identify the elements that make for a better sign. So there is a variety of options that explain what an exceptional design is. For some signs, you can get up to a 25% increase in the size of the sign if it’s an enhanced design. In general, based on the Supreme Court decision, we have eliminated sign types that are obviously content-based. Instead, we are focusing on physical description types of signs. A lot of them we have already had, and we kept them. We are modifying some provisions such as if you wanted to do a subdivision sign you had three different choices – now we’ve said let’s define one sign type. We have signs where we kept the sign but removed the content element. Some provisions have nothing to do with the change in law. Some are just moderniz ing rules such as for electronic signs. We are recommending that electronic message portio ns of signs can be the whole sign in some instances. In general, we have basically reduced the height of signs but allowed them to be a little larger – just for an aesthetic which is better supported in our community. Some signs that are proposed to be a bit more restrictive such as reduced-size wall signs, freeway interstate signs are more restrictive as to where they can go. There has been a 500 foot setback from the railroad ROW, and we are reducing that in most instances to 250 feet. That will all come back to Council after stakeholder feedback. Some types of signs are proposed to be a little less restrictive , such as more temporary signage at more times and more locations . Our new measurement standards give a bit more size because we don’t count as much of the white space on a sign. Because of some of the push going on at the legislature lately, such as the real estate industry trying to get a bill through that would have forced us to allow more signs in the ROW. We feel that they will probably keep pushing that. Trying to get ahead of that, we are proposed some right to have re al estate signs in the ROW. Once you allow the real estate signs, then other directed event signs must be allowed as well as non-commercial signs, so it’s a bit of a slippery slope. Attached to the Council materials is the current draft of the new sign code and the existing sign code. A lot more temporary signs would be allowed such as bal loon type of si gns a few times a year for brief occasions because of demand. Marana Regular Council Meeting 08/07/2018 Page 99 of 237 June 12, 2018 Study Session Minutes 8 Mayor Honea asked about temporary A-frame signs, noting that Council has fought a huge battle over these signs when we annexed the Ina/Orange Grove/Thornydale area . There were about 150 of them in about a half mile stretch, a nd we basically outlawed the A-frame sign. Will the new sign code loosen up the use of A-frame signs? Mr. Varney stated that they will be allowed with a permit. T he only options we have for A-frames is the legislation staff brought to Council at the end of 2016 pertaining to businesses that are adjacent to significant road construction , and we allowed A-frames to be used as long as they were within 20 feet of the public entrance to the building . With the new code , we are proposing that all business to have the option of using one A-frame sign within 30 feet of the entrance to their building at any time to direct people, once they get to a commercial site; it’s not to pull people off of the roadway. Essentially, we anti cipate the A-frame signs to be used in the downtown area . We envision them to be used so people can see about special sales events when they are still in their car, or walking or biking, when they can still see where special events are occu rring. But we don’t want these on or near the ROW where they could become wind -blown projectiles and serve as traffic hazards. So we are proposing them to be used in a limited capacity and only during hours of operation. We are considering not having a per use permit; there could be an annual permit issued. But we do need to have some control over what is being placed out there because we do have standards for the height, the area, the materials. The sign must be professi onally constructed of semi -permanent materials, with a hinge in the middle and also maintained in good condition. It must have some kind of weight to it to mitigate wind issues. Mayor Honea said he felt his concerns were related more to A-frame signs in the ROW rather than under the new proposed guidelines. Mr. Varney added that related to the inflatable signs, staff is proposing three days per display period, twice per year. 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. E1 Executive Session pursuant to A.R.S. §38 -431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. 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 . Motion to adjourn at 8:04 p.m. by Vice Mayor Post, second by Council Member Post. Passed unanimously . Marana Regular Council Meeting 08/07/2018 Page 100 of 237 June 12, 2018 Study Session Minutes 9 CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the study session/presentation of the Marana Town Council held on June 12, 2018. I further certify that a quorum was present. ____________________________________ Jocelyn C. Bronson, Town Clerk Marana Regular Council Meeting 08/07/2018 Page 101 of 237 June 19 , 2018 Regular Council Meeting Minutes 1 MARANA TOWN COUNCIL REGULAR COUNCIL MEETING MINUTES 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers June 19, 2018, 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 John Officer, Council Member Roxanne Ziegler, Council Member REGULAR COUNCIL MEETING CALL TO ORDER AND ROLL CALL . Mayor Honea called the meeting to order at 7:00 p.m. Town Clerk Bronson called roll. Council Member Kai was excused; there was a quorum present. PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE . Led by Mayor Honea. APPROVAL OF AGENDA. Motion to approve by Council Member Ziegler, second by Vice Mayor Post. Passed 6-0. CALL TO THE PUBLIC . David Morales spoke regarding Council responsibilities regarding setting the budget and setting policy and how those responsibilities affect future councils. He also expressed his concern over the town’s purchase of the wastewater system and his perception of its lack of profitability. He urged Council to get out of the sewer business. PROCLAMATIONS Marana Regular Council Meeting 08/07/2018 Page 102 of 237 June 19 , 2018 Regular Council Meeting Minutes 2 MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS . Mayor Honea reminded everyone of the 4 th of July event, and also noted there would be no Council meetings in July. The next regular meeting will be August 7, 2018. MANAGER’S REPORT: SUMMARY OF CURRENT EVENTS . Mr. Mehta reported on a number of accomplishments over the past year, starting with getting into the animal care business in January which has been a success both financially and as a service to the community. On the commercial side, Top Golf became Marana’s newest destination for sports and entertainment. As part of the Land Development Code, which is a significant undertaking, Council approved the Downtown Overlay District and the Blended Use Zoning District. A couple of years ago, Council approved changes to the Transportation Circulation Element to the General Plan, a nd staff completed the first of several road improvements that included realigning Marana Road, and soon we will cap off that project with an attractive landscaping element on the roundabout, the new gateway to North Marana and Downtown. At the airport, we are narrowing the gap between revenues and operating expenditures with new leases that are now at current market rates. This is the first chance the town has had to do that as owners of the airport. We continue to reinvest in the airport with an addition al $5.5M (an item that is on the Consent agenda this evening). This year, the town has tripled the capacity at the water reclamation facility from what it was when the town took over the sewer business. Council has for the last seven years been in char ge of its own destiny regarding sewer service. One of the other reasons the Council went into the sewer business was to enhance Marana’s water portfolio. The recharge facility that Council also approved is nearly ready to take in 100% of the effluent from the new sewer plant. Tangerine Road is virtually completed, which is a significant regional project. The new police facility is within a couple of months o f completion, and that facility serves the town for future demand for public safety for many years. And finally, the town continues to be well - positioned to attract new residential development. We had targeted 625 single family residences for this fiscal year. At the end of May we had 737, and we predict the total to be around 800, if not more , by the end of this fiscal year. So it has been a very good year for what has essentially been our primary growth area , which is residential. PRESENTATIONS P1 Relating to Community; presentation regarding the Arizona Veterans Memorial Cemetery Foundation fundraiser (Tony Hunter). Tony Hunter started by noting Marana’s significant history of supporting military veterans. Our efforts have led to Marana being a Purple Heart Town. It was in this spirit that the town worked with the Arizona Veterans Memorial Cemetery Foundation to contribute to their fundraising drive. The artwork on display tonight, entitled “Home at Dusk,” by artist Robert Taylor, depicts a squadron of P-51 Mustangs flying in formation during WWII, Marana Regular Council Meeting 08/07/2018 Page 103 of 237 June 19 , 2018 Regular Council Meeting Minutes 3 represents Marana’s contribution to the fundraiser and placed on permanent display by the Foundation at the Veterans Cemetery with a commemorative plaque. Mr. Hunter than introduced Mr. Sawn Pfund, a board member of the Foundation. Mr. Pfund expressed the Foundation’s deep appreciation for Marana’s effort and contribution and thanked the Council for being a bright light on this project. He also thanked the Kai Foundation for the donation of the property on which the cemetery is built as well as the Marana Police Department and other local law enforcement agencies for their continued support for traffic and escort services for their missions. The next mission is October 28, 2018, and it is open to the public. CONSENT AGENDA. Motion to approve the Consent Agenda, excluding item C4, by Council Member Ziegler, second by Vice Mayor Post. Passed 6 -0. Ms. Fairall, sitting in for Mr. Cassidy, noted that item C4 contains an emergency clause and requires a roll call vote. Ms. Bronson called roll. Item C4 passed 6-0. C1 Resolution No. 2018 -062: Relating to Intergovernmental Relations; approving and authorizing the Town Manager to execute a Lobbying Services Agreement with Triadvocates, LLC for fiscal year 2019. (Tony Hunter) C2 Relating to Bingo Licenses; recommendation to the Arizona Departm ent of Revenue regarding a Class A bingo license application submitted by Pandora Larsen on behalf of The Highlands at Dove Mountain, located at 4949 W. Heritage Club Boulevard, Marana, Arizona 85658 (Jocelyn C. Bronson) C3 Resolution No. 2018-063: Relating to Marana Regional Airport; approving and authorizing the Town Manager to execute grant agreement 3 -04-0058-022-2018 with the Federal Aviation Administration for funding in an amount not to exceed $4,497,369 for construction of the Apron and Taxiway Re habilitation project (Lisa Shafer) C4 Ordinance No. 2018.013: Relating to Parks and Recreation; amending Marana Town Code Chapter 13 -1 (Parks and Recreation Regulations); amending Section 13 -1-4 (Model aircraft operation; definition; prohibitions; except ions) to allow model aircraft operation in parks and preserves within five miles of the Marana Regional Airport in certain circumstances; and declaring an emergency (Jane Fairall) C5 Resolution No. 2018 -064: Relating to Administration; approving updated Business Meals and Food -Related Function Expenses and Travel and Training Administrative Directives for application to the Town’s elected and appointed officials (Jane Fairall) C6 Resolution No. 2018-065: Relating to the Police Department; approving and authorizing the Chief of Police to execute a Memorandum of Understanding with the Arizona Rangers for the use of radio frequencies (Jane Fairall) Marana Regular Council Meeting 08/07/2018 Page 104 of 237 June 19 , 2018 Regular Council Meeting Minutes 4 C7 Resolution No. 2018 -066: Relating to the Police Department; approving and authorizing the Town Manager to execute a High Intensity Drug Trafficking Area (HIDTA) grant agreement between the City of Tucson (COT) and the Town of Marana to receive funding under COT Grant Number HT -18-2807 (Rachel Whitaker) C8 Approve Regular Council Meeting Minutes from June 5 , 2018 (Jocelyn C. Bronson) LIQUOR LICENSES L1 Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a person transfer and location transfer series #7 Beer and Wine Bar liquor license application submitted by James Ty Hammett on behalf of Caps & Corks, located at 3830 W. River Road Suite 100, Tucson, Arizona 85741 (Jocelyn C. Bronson). Ms. Bronson noted that this application was properly reviewed and posted. No protests were received, and staff is recommending approval. Motion to approve by Vice Mayor Post, second by Council Member Ziegler. Passed 6 -0. BOARDS, COMMISSIONS AND COMMITTEES COUNCIL ACTION A1 PUBLIC HEARING: Resolution No. 2018-067: Relating to Budget; adopting the Town of Marana's fiscal year 2018-2019 final budget (Erik Montague). Mr. Montague presented the final budget for Fiscal Y ear 2018-19, beginning with the budget timeline which began in January for Council. However, he noted that the budget process actually began for staff back in September of 2017. Related to Council involvement, in January staff presented the preliminary revenue outlook for FY 2019. In February staff presented the initial 5-year Capital Improvement Plan. In April staff presented the Manager’s Recommended Operating Budget. In May staff brought forward the tentative budget which sets the expenditure limit for the year, and tonight staff is requesting adoption of the final budget. He then gave an overall expenditure summary. The overall general fund expenditure is just over $49M, about a 7% increase over the last fiscal year. Most of that is attributable to some of the compensation adjustments. Special revenue funds increased by abo ut 20% or $9.4M. The capital projects funds of $39.1M, a decrease of 51%, is directly attributable to the major projects that were completed or are substantially complete – the Twin Peaks Interchange, the water reclamation facility expansion, and the publi c safety facility. Debt service is largely the same at $5.5M, with a slight increase of 1%. Enterprise funds at $25.5M is a decrease of 45.8% due to the construction of the water reclamation facility. Internal service funds are for the self -insured health and dental funds. Those are both healthy funds, and we are not anticipating any major change. Marana Regular Council Meeting 08/07/2018 Page 105 of 237 June 19 , 2018 Regular Council Meeting Minutes 5 Component units are what we are calling special districts which are basically the Community Facilities Districts. The final budget of $7.9M is based on the infl uence and control that the town has over the districts. The total budget is $141,670,280. He then gave a general summary of where the money comes from, noting that most of our operating revenues are from sales tax. Mayor Honea opened the public hearing. There being no comments, Mayor Honea closed the public hearing. Vice Mayor Post noted that this would probably be the last time Mr. Montague would present a budget to Council now that he has taken on the role of Deputy Town Manager, and he thanked him for the direction he has taken the town since he became the Finance Director. He was especially appreciative of the ways budgets ar e put together and run. Mr. Montague thanked Vice Mayor Post and the Council and noted that his presentations are the cumulative work of the Finance staff, the Manager’s Office, the Council and other department staff, and they deserve the credit as well, b ut he appreciated the kind words. Motion to approve the Fiscal Year 2019 budget, Resolution 2018-067. Second by Council Member Officer. Passed 6-0. ITEMS FOR DISCUSSION / POSSIBLE ACTION D1 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 (Jamsheed Mehta). No report. 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. E1 Executive Session pursuant to A.R.S. §38 -431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. 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 pl aced 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. Motion to adjourn at 7:28 p.m. by Council Member Ziegler, second by Council Member Bowen. Passed 6-0. Marana Regular Council Meeting 08/07/2018 Page 106 of 237 June 19 , 2018 Regular Council Meeting Minutes 6 CERTIFICATION I hereby certify that the foregoing are the true and correct mi nutes of the Marana Town Council meeting held on June 19, 2018. I further certify that a quorum was present. _______________________________________ Jocelyn C. Bronson, Marana Town Clerk Marana Regular Council Meeting 08/07/2018 Page 107 of 237 Council-Regular Meeting L1 Meeting Date:08/07/2018 To:Mayor and Council Submitted For:Jocelyn C. Bronson, Town Clerk From:Suzanne Sutherland, Assistant to the Town Clerk Date:August 7, 2018 Subject:Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a special event liquor license application submitted by Mark Tkach on behalf of Harley-Davidson of Tucson for RideNow/CAG Charitable Foundation to be held on October 13, 2018. Discussion: This application is for a special event liquor license on behalf of Harley-Davidson of Tucson for RideNow/CAG Charitable Foundation to be held on October 13, 2018. A special event liquor license is a temporary, non-transferable, on-sale retail privileges liquor license that allows a non-profit or political 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. A new applicant for an initial special event license may be required to demonstrate that it is qualified, capable, and reliable to conduct a special event. The town may then recommend approval or disapproval of the special event liquor license. Marana Regular Council Meeting 08/07/2018 Page 108 of 237 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 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 Mark Tkach on behalf of Harley-Davidson of Tucson for RideNow/CAG Charitable Foundation. OPTION 2: I move to disapprove the special event liquor license application submitted by Mark Tkach on behalf of Harley-Davidson of Tucson for RideNow/CAG Charitable Foundation. Attachments Application Marana Regular Council Meeting 08/07/2018 Page 109 of 237 Marana Regular Council Meeting 08/07/2018Page 110 of 237 Marana Regular Council Meeting 08/07/2018Page 111 of 237 Marana Regular Council Meeting 08/07/2018Page 112 of 237 Marana Regular Council Meeting 08/07/2018Page 113 of 237 Marana Regular Council Meeting 08/07/2018 Page 114 of 237 Marana Regular Council Meeting 08/07/2018Page 115 of 237 Marana Regular Council Meeting 08/07/2018Page 116 of 237 Council-Regular Meeting A1 Meeting Date:08/07/2018 To:Mayor and Council From:Frank Cassidy, Town Attorney Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2018-074: Relating to Development; approving and authorizing the Mayor to sign the Second Amendment to the Gladden Farms II Development Agreement (Frank Cassidy) Discussion: The Town Council approved revisions to the Gladden Farms II Specific Plan on March 6, 2018, by the adoption of Ordinance 2018.006. The public hearing presentation and the agenda materials for Ordinance 2018.006 anticipated the presentation of an amendment to the development agreement for the Gladden Farms II development, to carry out the developer's stated commitment to construct recreational facilities discussed in association with the Gladden Farms II Specific Plan amendments and to update the terms of the original Gladden Farms II Development Agreement and its amendments to reflect changed circumstances over the years since their adoption. The Second Amendment to the Gladden Farms II Development Agreement now presented for Council's consideration includes the following key terms: Addition of a requirement for the developer to construct soccer fields and certain other related recreational improvements at Gladden Farms Community Park within the earlier of (i) two years after the first residential building permit issued in Gladden Farms II or (ii) the date of the 400th residential building permit issued in Gladden Farms II. Elimination of provisions relating to the financing of Tangerine Farms Road (now covered by Tangerine Farms Road Improvement District assessments, which will be unaffected by this agreement). Inclusion of a provision requiring fair-share contribution at the time of individual building permit application toward the Town's cost of constructing the Marana Regular Council Meeting 08/07/2018 Page 117 of 237 Tangerine/Downtown sewer for lots connected to it. Staff Recommendation: Staff recommends adoption of Resolution No. 2018-074, approving and authorizing the Mayor to sign the Second Amendment to the Gladden Farms II Development Agreement. Suggested Motion: I move to adopt Resolution No. 2018-074, approving and authorizing the Mayor to sign the Second Amendment to the Gladden Farms II Development Agreement. Attachments Resolution No. 2018-074 GFII DA 2nd Amendment Exhibit A to Amendment Marana Regular Council Meeting 08/07/2018 Page 118 of 237 00056873.DOCX /1 Marana Resolution No. 2018 -074 - 1 - 7/13/2018 8:58 AM MARANA RESOLUTION NO. 2018-074 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT WHEREAS GLADDEN PHASE II, LLC and GLADDEN PHASE II DEV, LLC (collectively the “Developers”) presented the Amended Gladden Farms II Specific Plan to the Town Council for consideration, and the Town Council approved the amendment by the adoption of Marana Ordinance No. 2018.006 on March 6, 2018, which modifies the zoning governing the Gladden Farms II development project; and WHEREAS the Town and the Developers’ predecessor in interest entered into the Gladden Farms II Development Agreement recorded in the Pima County Recorder’s office on March 10, 2006, at Docket 127 58, Page 2249 (Sequence 20060470594) (the “Original Agreement”); and WHEREAS the Town and the Developers’ predecessor in interest entered into the First Amendment to the Gladden Farms II Development Agreement recorded in the Pima County Recorder’s office o n December 21, 2006, at Docket 12956, Page 1633 (Sequence 20062450467) (the “GFII DA 1st Amendment”), amending the Original Agreement; and WHEREAS revision of the Original Agreement as amended by the GFII DA 1st Amendment has become necessary and prudent t o address changes in circumstances, for reasons including revision of the roadway layout for Gladden Farms II, the creation of the Tangerine Farms Road Improvement District, the execution of a contract for construction of Tangerine Farms Road and the sale of bonds to fund the construction, and the requirements and commitments associated with the adoption of Marana Ordinance No. 2018.006; and WHEREAS the Mayor and Council find that the terms and conditions of the Second Amendment to the Gladden Farms II Development Agreement are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Second Amendment to the Gladden Farms II Development Agreement between the Town of Marana and the Developers in substantially the form included with the agenda backup material accompanying this resolution is hereby approved, the Mayor is hereby authorized and directed to execute Marana Regular Council Meeting 08/07/2018 Page 119 of 237 00056873.DOCX /1 Marana Resolution No. 2018 -074 - 2 - 7/13/2018 8:58 AM it for and on behalf of the Town of Marana, and the Town’s Manager an d staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona , this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Marana Regular Council Meeting 08/07/2018 Page 120 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -1- SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT TOWN OF MARANA, ARIZONA THIS SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT (“this Second Amendment”) is made by and between the TOWN OF MARANA (the “Town”), an Arizona municipal corporation, GLADDEN PHASE II, LLC, a Delaware limited liability company, and GLADDEN PHASE II DEV, LLC, a Delaware limited liability company . GLADDEN PHASE II, LLC and GLADDEN PHASE II DEV, LLC are together referred to as the “Developer.” The Town and the Developer are collectively referred to in this Second Amendment as the “Parties,” each of which is sometimes individually referred to as a “Party.” RECITALS A. The development project commonly known as Gladden Farms II and referred to in this Second Amendment as “Gladden II” consists of the land area included within the Gladden Farms II Specific Plan. B. The Gladden Farms II Specific Plan was established by the March 7, 2006 adoption of Marana Ordinance No. 2006.03 , recorded in the Pima County Recorder’s office on March 10, 2006 at Docket 12758, Page 2240 (Sequence 20060470590). C. The Gladden Farms II Specific Plan was amended by the December 19, 2006 adoption of Marana Ordinance No. 2006.35, recorded in the Pima County Recorder’s office on December 21, 2006 at Docket 12956, Page 1622 (Sequence 20062450465). D. The Gladden Farms II Specific Plan was further amended by the March 6, 2018 adoption of Marana Ordinance No. 2018.006, recorded in the Pima County Recorder’s office on March 9, 2018 at Sequence 20180680060. E. In connection with the Developer’s request for amendments to the on-site private community park obligations under the Gladden Farms II Specific Plan and the Town’s eventual modification of those obligations with the adoption of Marana Ordinance No. 2018.006, the Developer agreed to fund the construction of certain community park improvements at Gladden Farms Community Park. One of the purposes of this Second Amendment is to memorialize that agreement. F. The original developer of Gladden II was FC/M GLADDEN II, L.L.C., an Arizona limited liability company, whose interests in Gladden II were sold to the Developer in 2013. Marana Regular Council Meeting 08/07/2018 Page 121 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -2- G. The Developer owns most of the remaining undeve loped land in Gladden II, including the land referred to in this Second Amendment as the “Subject Property,” which consists of all of the land that is the subject of the Amended Final Block Plat of Gladden Farms Blocks 28, 31-34, 37, 38, 42, and 43, recorded in the office of the Recorder of Pima County, Arizona, on April 20, 2018, at Sequence 2018 1100137. H. Title to the Subject Property is held by FIDELITY NATIONAL TITLE AGENCY, INC., an Arizona corporation, as Trustee under Trust No. 60,423 , whose sole beneficiaries are GLADDEN PHASE II, LLC and GLADDEN PHASE II DEV, LLC, who together are the “Developer” under the Prior Agreements as amended by this Second Amendment. I. The Parties acknowledge the following agreements, referred to in this Second Amendment as the “Prior Agreements ,” affecting the development of the Subject Property, some terms of which are modified or clarified by this Second Amendment: i) The “Gladden Farms II Development Agreement” recorded in the Pima County Recorder’s office on March 10, 20 06, at Docket 12758, Page 2249 (Sequence 20060470594) (the “Original GFII DA”). ii) The “First Amendment to the Gladden Farms II Development Agreement” recorded in the Pima County Recorder’s office on December 21, 2006, at Docket 12956, Page 1633 (Sequence 20062450467) (the “GFII DA 1st Amendment”). iii) The “Development Agreement Regarding Development Impact Fee Credits for Gladden Farms II” recorded in the Pima County Recorder’s office on November 9, 2012, at Sequence 20123140233 (the “GFII DIF DA”). J. The remaining rights, obligations, and interests of FC/M GLADDEN II, L.L.C under the Prior Agreements were assumed by the Developer pursuant to the “Assignment and Assumption Agreement for Municipal Development Agreement” recorded in the Pima County Record er’s office on January 31, 2013, at Sequence 20130310504. K. Many changed circumstances have occurred since the Parties’ 2006 execution of the Original GFII DA and the GFII DA 1 st Amendment, including without limitation all of the following: i) The formation of the Tangerine Farms Road Improvement District and the completion of construction of Tangerine Road improvements to serve the subregion that includes Gladden II. ii) The Town’s completion of construction of the Tangerine/Downtown Conveyance System, Town of Marana Project No. WR010, the offsite sewer that serves the subregion that includes Gladden II. iii) The Town’s inclusion in development impact fee programs of public potable water and sewer infrastructure projects needed to serve the subregion that includes Gladden II. Marana Regular Council Meeting 08/07/2018 Page 122 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -3- iv) The Town’s transfer to Cortaro Marana Irrigation District of the non -potable water system that serves the subregion that includes Gladden II. L. During the Town’s public meeting discussions of whether to undertake the construction of the Tangerine/Downtown Conveyance System, Town staff expressed its intention to seek fair-share reimbursement from benefited properties for a portion of the Town’s cost to construct the gravity portion of Phase I and Phase II of Town of Marana Project No. WR010, referred to in this Agreement as the “T/D Gravity Sewer.” To that end, Town staff is in the process of bringing forward for Council consideration a T/D Gravity Sewer protected main fee, to be payable by all development served by the T/D Gravity Sewer. M. The Developer’s predecessor in interest spent $90,000 on the design of the portion of the T/D Gravity Sewer that serves Gladden II. The Developer authorized the Town to use the plans, and the Town incorporated the plans in the design of Phase I of the Tangerine/Downtown Conveyance System project. N. The Parties understand and acknowledge that this Second Amendment is a “Development Agreement” within the meaning of, and entered into pursuant to the terms of, A.R.S. § 9-500.05. O. This Second Amendment is consistent with the p ortions of the Town’s General Plan applicable to Gladden II. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth in this Second Amendment, the Parties hereby agree as follows: 1. The Developer’s representation of ownership. By entering into this Second Amendment, GLADDEN PHASE II, LLC and GLADDEN PHASE II DEV, LLC, who together are the “Developer” under the Prior Agreements as amended by this Second Amendment, represent that that they are the sole beneficiaries of and are entitled to enter this Second Amendment on behalf of FIDELITY NATIONAL TITLE AGENCY, INC., an Arizona corporation, as Trustee under Trust No. 60,423. 2. Community park improvements. a. Obligation. The Developer will provide additio nal public recreational facilities at the Gladden Farms Community Park to be located within property owned by the Town. i. Description of improvements. The improvements will include two full -size soccer fields, field lighting, a restroom, driveway and parkin g facilities, parking lot lighting, benches, park furnishings, landscaping, and asphalt pathways (the “Public Park Improvements”), all as conceptually shown on Exhibit A attached to and incorporated by this reference in this Second Amendment . Marana Regular Council Meeting 08/07/2018 Page 123 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -4- ii. Timing of construction. The Developer is required to commence construction of the Public Park Improvements at the time of issuance of the 400 th residential building permit within Gladden II, but in no event later than two years after the issuance of the first residenti al building permit within Gladden II, and to diligently pursue completion of the Public Park Improvements within 12 months thereafter. iii. Town ownership and maintenance. Subject to satisfactory completion, the Town will own and maintain the Public Park Improv ements as a component of the Town’s public park system and will be responsible for any future expansion and improvements to either the Gladden Farms Community Park or the adjacent Marana Heritage Park. b. Park development impact fees. Paragraph 8.3 (“Park development impact fees and credits”) of the Original GFII DA is hereby deleted . Not later than the Developer’s completion of the Public Park Improvements, the Town will provide credit in accordance with A.R.S. § 9-463.05 against the Town’s then-existing Park s and Recreation Facilities Development Impact Fee, which is currently $2,461 per equivalent demand unit (EDU) per Marana Ordinance Nos. 2014.012 and 2017.029. 3. Transportation improvements. Exhibit C attached to and incorporated by reference in paragraph 2.9 of the GFII DA 1st Amendment is hereby replaced with Exhibit B attached to and incorporated by this reference in this Second Amendment. a. Clark Farms Boulevard at Moore Road. The existing dedicated public right-of-way of Clark Farms Boulevard at and north of Moore Road does not line up with the dedicated public right-of-way of Clark Farms Boulevard in Gladden II. The Town is responsible for the acquisition of public right -of-way necessary to construct the Clark Farms Boulevard alignment north of Moore Road so that it aligns with Clark Farms Boulevard in Gladden II. b. Clark Farms Boulevard north of Tangerine Road. i. Roadway construction. Paragraph 2.11 of the GFII DA 1st Amendment includes a provision that states that the Developer “shall be responsible for one -half of the cost of Clark Farms Boulevard in any area where [Clark Farms Boulevard] abuts [Gladden II] on only one side.” If the Town or the adjacent landowner is not willing and able to provide the other one -half of the cost of Clark Farms Boulevard when the Developer is required or desires to construct this portion of Clark Farms Boulevard, the quoted provision of paragraph 2.11 of the GFII DA 1st Amendment is modified to require the Developer to construct the west half of the ultimate four - lane Clark Farms Boulevard wherever Clark Farms Boulevard abuts Gladden II on only one side. For purposes of this requirement, the west half shall include the westernmost two lanes of Clark Farms Boulevard, plus any shoulders, multi -use lanes, turn lanes, and similar appurtenances required to allow the western two lanes to function as a safe public roadway independent of the later -constructed eastern two lanes of Clark Farms Boul evard. Marana Regular Council Meeting 08/07/2018 Page 124 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -5- ii. Right-of-way. The Town shall be responsible to acquire, through dedication or condemnation, all Clark Farms Boulevard public right-of-way necessary for the construction of the portion of Clark Farms Boulevard addressed by the immediately preceding p aragraph of this Second Amendment. c. Onsite roads. The Developer shall construct onsite roads associated with the development of Gladden II pursuant to standard subdivision infrastructure assurance agreements, and consistent with the Prior Agreements as ame nded by this Second Amendment. d. Traffic signals. This paragraph replaces p aragraph 2.12 of the GFII DA 1st Amendment. When deemed warranted by the Town (but in any event not later than final release of assurances for the final subdivision within Gladden II), the Developer shall pay all of the following: i. The total estimated cost of the Town’s design and constru ction of traffic signals at the Moore Road/Mike Etter Boulevard intersection if it is a T-intersection with three legs ; provided, however, that the responsibility is reduced to half of the estimated cost if the intersection has a northern driveway/ roadway connection. ii. Half of the estimated cost of the Town’s design and construction of traffic signals at the Moore Road/Clark Farms Boulevard, Clark Farms Boulevard/Mike Etter Boulevard, and Clark Farms Boulevard/Tangerine Road intersections. e. Approach lanes. This paragraph replaces paragraph 2.13 of the GFII DA 1 st Amendment. With the initial construction of the applicable roadway, the Developer has the option of constructing the full, ultimate roadway configurations shown on the approved November 2017 Traffic Impact Analysis Addendum for the year 2040 anticipated traffic volumes, but in any event shall at a minimum provide all of the following: i. Southbound Midfield Road approaching Tangerine Road shall have two lanes (a left turn lane and a right turn lane). ii. Eastbound Mike Etter Boulevard approaching Clark Farms Boulevard shall have two lanes (a left turn lane and a right turn lane). iii. Northbound Mike Etter Boulevard approaching Moore Road shall have two lanes (a left turn lane and a right turn lane). iv. Northbound Clark Farms Boulevard approaching Moore Road shall have three lanes (a left turn lane, a through lane, and a combined through/right turn lane). v. Southbound Clark Farms Boulevard approaching Tangerine Road shall have two lanes (a left turn lane and a combined through/right turn lane). Marana Regular Council Meeting 08/07/2018 Page 125 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -6- f. Turn lanes. This paragraph replaces paragraph 2.14 of the GFII DA 1 st Amendment. The Developer shall design and construct the following turn lanes concurrently with the initial construction of the applicable roadway: i. A westbound left-turn lane and an eastbound right-turn lane on Moore Road at its intersection with Mike Etter Boulevard. ii. A southbound left-turn lane on Clark Farms Boulevard at its intersection with the entry road to Block 29. iii. A left-turn lane on northbound Clark Farms Boulevard at Mike Etter Boulevard. iv. A right-turn lane on southbound Clark Farms Boulevard at Mike Etter Boulevard. g. Roundabout. This paragraph replaces paragraph 2.15 of the GFII DA 1 st Amendment. The Developer shall design and construct a rounda bout at the intersection of Mike Etter Boulevard and Midfield Road with its initial construction. 4. Sewers. a. Offsite sewer. i. Each Gladden II connection to the T/D Gravity Sewer shall be responsible for payment of a fair-share reimbursement for its portion of the Town’s cost to construct the T/D Gravity Sewer, payable upon application for a building permit, in the amount set forth in the T/D Gravity Sewer protected main fee curre ntly under consideration by the Town, which is anticipated to be in an amount of about $520 per equivalent demand unit (a standardized measure of the demand that a unit of development in a particular category of development generates for necessary public services in relation to the demand generated by a detached single -family dwelling unit). ii. If the T/D Gravity Sewer protected main fee is adopted, the Town will pay the Developer $50 per T/D Gravity Sewer protected main fee payment for the first 1,800 such p ayments (both from within and outside Gladden II), in quarterly payments made within 30 days following the end of each calendar quarter, until the Developer has been reimbursed $90,000 for the cost of the sewer plans (see recital M above). b. Offsite conveyance capacity. As of the date of this Second Amendment, the offsite sewer conveyance system serving Gladden II has line capacity limitatio ns that are discussed in the 2017 Sewer Impact Fee Infrastructure Improvement Plan adopted by Marana Resolution No. 2017-090 dated September 19, 2017. These conveyance capacity limitations are currently scheduled to be remedied by a development impact fee -funded Town construction project in the year 2021. When the Town determines that the sewer conveyance system has reached its capacity, no further sewer connections will be permitted unless and until the line capacity limitations have been Marana Regular Council Meeting 08/07/2018 Page 126 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -7- remedied. The Town will notify the Developer if and when the rate of development upstream of the line capacity limitations causes the Town to believe that the conveyance system may reach its capacity before the development impact fee -funded Town construction project is exp ected to be completed. The Town will make every reasonable effort to provide the notification early enough to allow the Developer and other members of the development community to avoid a temporary interruption of sewer connections by advancing the constru ction at their own cost. c. Onsite sewers. The Developer shall construct o nsite sewers associated with the development of individual subdivisions within Gladden II pursuant to standard subdivision infrastructure assurance agreements. 5. Water infrastructure. a. No n-potable system. Paragraph 5.4 (“Non-potable system”) of the Original GFII DA is deleted and replaced with the following: The Developer shall develop and construct a secondary non -potable irrigation system, dedicated to the Cortaro -Marana Irrigation District in accordance with its requirements, to distribute non -potable water to common areas and other landscaped areas owned or to be owned by the homeowners’ association within Gladden II. b. Onsite potable water distribution system. The Developer shall construct onsite potable water distribution infrastructure associated with the development of individual subdivisions within Gladden II pursuant to standard subdivision infrastructure assurance agreements and Marana Water requirements. c. Offsite potable water obligations. Paragraph 8.5 (“Water system infrastructure development impact fees and credits”) of the Original GFII DA is hereby deleted, and the Developer is relieved of any obligation to construct the water system infrastructure listed in subparagraphs 8.5.2.1, 8.5.2.2, and 8.5.2.3 of the Original GFII DA, as partially modified by paragraph 2.20 of the GFII DA 1 st Amendment. The Town shall be responsible for the development and construction of all offsite potable water infrastructure and resource obliga tions to serve Gladden II, funded with Town - adopted development impact fees. 6. School land dedication. Paragraph 6.5 (“Contribution in lieu of school land dedication”) of the Original GFII DA is hereby modified to provide that if Marana Unified School Distri ct requests dedication and the Developer dedicate s a school site, then the contribution may be adjusted in accordance with an agree ment between the Developer and the Marana Unified School District. 7. Current transportation impact fee as applied in Gladden II. The Town’s current Northwest Street Facilities Development Impact Fee is $3,719 per equivalent demand unit (EDU), per Marana Ordinance No. 2017.029. With the $3,706 per EDU credit under the GFII DIF DA, the current transportation impact fee is $13 per ED U in Gladden II. Marana Regular Council Meeting 08/07/2018 Page 127 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -8- 8. Developer’s joint and several rights and responsibilities. GLADDEN PHASE II, LLC and GLADDEN P HASE II DEV, LLC have joint and several rights and responsibilities as the “Developer” under the Prior Agreements as amended by this Second Amend ment. 9. Term. This Second Amendment shall become effective upon its execution by all the Parties and the effective date of the resolution or action of the Town Council approving this Second Amendment. 10. Extension of term. Unless sooner terminated by the mutual consent of the Parties, the term of the Original GFII DA and the GFII DA 1st Amendment and this Second Amendment shall automatically terminate and shall thereafter be void for all purposes on June 30, 2035. Paragraph 12.1 (“Term”) of the Original GFII DA and paragraph 3.1 (“Term”) of the GFII DA 1st Amendment are hereby modified. 11. Effect on the Prior Agreements and other agreements. Except as expressly modified in this Second Amendment or in the Prior Agreements, the te rms, provisions and obligations of the Prior Agreements shall remain in full force and effect. Nothing in this Second Amendment is intended to modify other agreements not mentioned in this Second Amendment that affect the development of Gladden II, and the failure of this Second Amendment to mention such other agreements shall not affect their validity. 12. Notice. Article 11 (“Notices and Filings”) of the Original GFII DA is modified by changing the address of the “Developer” to: GLADDEN PHASE II, LLC c/o CROWN WEST REALTY L.L.C. Attn: Dean Wingert, Vice President 333 E. Wetmore Road, Suite 250 Tucson, AZ 85705 13. Counterparts. This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which togeth er shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 14. Recitals. The Recitals set forth at the beginning of this Second Amendment are hereby acknowledged and confirmed to be accurate. 15. Good standing; authority. The Developer represents and warrants to the Town that it is duly formed and validly existing under the laws of Delaware and is authorized to do business in the state of Arizona. The Town represents and warrants to the Developer that it is an Arizona municipal corporation with authority to enter into this Second Amendment under applicable state laws. Each Party represents and warrants that the individual executing this Second Amendment on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. Marana Regular Council Meeting 08/07/2018 Page 128 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -9- 16. Severability. If any provision of this Second Amendment is declared void or unenforceable, it shall be severed from the remainder of this Second Amendment, which shall otherwise remain in full force and effect. If a law or court order prohibits or excuses the Town from undertaking any contractual commitment to perform any act under this Second Amendment, this Second Amendment shall remain in full force and effect, but the provision requiring the act shall be deemed to permit the Town to act at its discretion, and if the Town fails to act, the Developer shall be entitled to terminate this Second Amendment. 17. Governing law . This Second Amendment is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitratio n shall take place in Pima County, Arizona. Nothing in the use of the word “litigation” in the preceding sentence shall constitute a waiver of paragraph 9.5 of the Original GFII DA, requiring disputes to be resolved by binding arbitration. 18. Interpretation. This Second Amendment has been negotiated by the Town and the Developer, and no party shall be deemed to have drafted this Second Amendment for purposes of construing any portion of this Second Amendment for or against any party. 19. Recordation. The Town shal l record this Second Amendment in its entirety in the office of the Pima County Recorder no later than ten days after it has been executed by the Town and the Developer. 20. No representations of development. Except as specifically set forth in this Second Amendment, nothing contained in this Second Amendment shall be deemed to obligate the Town or the Developer to complete any part or all of the development of Gladden II. 21. Approval. If any Party is required pursuant to this Second Amendment to give its prior written approval, consent or permission, such approval, consent or permission shall not be unreasonably withheld or delayed. 22. Force majeure. If any Party shall be unable to observe or perform any covenant or condition of this Second Amendment by reason of “force majeure,” then the failure to observe or perform such covenant or condition shall not constitute a default under this Second Amendment so long as such Party shall use its best effort to remedy with all reasonable dispatch the event or condition causing such inability and such event or condition can be cured within a reasonable amount of time. “Force majeure,” as used in this paragraph, means any condition or event not reasonably within the control of such party, including without limitation, “acts of Go d,” strikes, lock-outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government of the United States or any state thereof or any of their departments, agencies, or officials, or of any ci vil or military authority; insurrection; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of government and of people; explosions; and partial or entire failure of utilities. Failure to settle strikes, lock -outs and other disturbances of employer/employee relations or to settle legal or administrative Marana Regular Council Meeting 08/07/2018 Page 129 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -10- proceedings by acceding to the demands of the opposing Party or Parties, in either case when such course is in the judgment of and unfavorable to a Party shall not constitute failure to use its best efforts to remedy such a condition. 23. Conflict of interest. This Second Amendment is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certa in instances involving conflicts of interest. IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the last date set forth below their respective signatures . The “Town”: TOWN OF MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney The “Developer”: GLADDEN PHASE II, LLC, a Delaware limited liability company By: CROWN WEST REALTY L.L.C., a New York limited liability company, its sole member By: Frank J. Walter III Managing Director Date: GLADDEN PHASE II DEV, LLC, a Delaware limited liability company By: CROWN WEST REALTY L.L.C., a New York limited liability company, its sole member By: Frank J. Walter III Managing Director Date: Marana Regular Council Meeting 08/07/2018 Page 130 of 237 00057063.DOCX /6 6/8/2018 4:01 PM SECOND AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT -11- STATE OF NEW YORK ) ss County of New York ) The foregoing instrument was acknowledged before me on June , 2018, by Frank J. Walter III, Managing Director of CROWN WEST REALTY L.L.C., a New York limited liability company, sole member of GLADDEN PHASE II, LLC, a Delaware limited liability company, on behalf of the LLC. (Seal) Notary Public STATE OF NEW YORK ) ss County of New York ) The foregoing instrument was acknowledged before me on June , 2018, by Frank J. Walter III, Managing Director of CROWN WEST REALTY L.L.C., a New York limited liability company, sole member of GLADDEN PHASE II DEV, LLC, a Delaware limited liability company, on behalf of the LLC. (Seal) Notary Public Marana Regular Council Meeting 08/07/2018 Page 131 of 237 0'180'120'60'5 DECEMBER 2017GLADDEN FARMSCOMMUNITY PARKEXPANSIONLIGHTED SOCCER(INTERNATIONAL)EXISTING MULTI-USE TRAILEXISTING MULTI-USE TRAILEXISTING BALLFIELDSEXISTINGPARKINGEXISTING SPLASH PAD& PLAYGROUNDEXISTING PARKINGTANGERINE ROADPARKING (84)TANGERINE FARMS ROADLON ADAMS ROADLIGHTED SOCCER(INTERNATIONAL)COMMERCIALSANTA CRUZ RIVERNEW MULTI-USE TRAILRESTROOMNEW ACCESS DRIVEMAINTACCESSENANCEExhibit A to Second Amendment to Gladden Farms II Development AgreementMarana Regular Council Meeting 08/07/2018 Page 132 of 237 Council-Regular Meeting A2 Meeting Date:08/07/2018 To:Mayor and Council Submitted For:John Kmiec, Utilities Director From:Frank Cassidy, Town Attorney Date:August 7, 2018 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2018-075: A resolution of the Mayor and Common Council of the Town of Marana, Arizona, approving the form and authorizing the execution and delivery of a loan agreement with the Water Infrastructure Finance Authority of Arizona from its Clean Water Revolving Fund Program; delegating the determination of certain matters relating thereto to the manager and the finance director of the Town; providing for the transfer of certain moneys and making certain covenants and agreements with respect thereto; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by such loan agreement and this resolution; and declaring an emergency (John Kmiec) Discussion: On May 15, 2018, the Town Council adopted Resolution No. 2018-047, authorizing the acquisition of the Adonis Mobile Home Park wastewater conveyance system and authorizing the application for a Clean Water State Revolving Fund loan from the Water Infrastructure Finance Authority of Arizona (WIFA). WIFA has now approved the loan and has delivered a proposed loan agreement to the Town. WIFA requires the Town to adopt a resolution approving the loan agreement and containing other standard language and terms. The Town's bond attorney, Michael Cafiso, has reviewed the loan agreement and has prepared the proposed resolution accompanying this agenda item, to comply with WIFA's requirements. The anticipated loan closing date is August 10. To qualify for the WIFA loan, the Town must own the Adonis Mobile Home Park wastewater conveyance system. Town staff has prepared and delivered to the AdonisMarana Regular Council Meeting 08/07/2018 Page 133 of 237 wastewater conveyance system. Town staff has prepared and delivered to the Adonis Mobile Home Park homeowners' association the legal documents necessary for the transfer of the sewer conveyance system from the HOA to the Town. The HOA has formally authorized the transfer of the sewer conveyance system, and will deliver the fully executed legal documents to the Town for recording after the Council formally approves the WIFA loan agreement by the adoption of the resolution accompanying this agenda item. The proposed resolution includes an emergency clause, to allow the resolution to be effective immediately, thereby allowing the closing to occur as scheduled on August 10. The closing may be delayed if the resolution is adopted without the emergency clause. Financial Impact: Fiscal Year:19 Budgeted Y/N:Y Amount:$750,000 The principal amount of the loan and financial assistance under the loan agreement is $1,481,990 with 50% forgivable principal. The primary repayment source is excise taxes (including state shared revenues). The loan term is 20 years. Payments are to be made semi-annually. The "Combined Interest and Fee Rate" (CIFR) is shown on the loan documents to be 4.250%. This includes a fee of 1.5% (150 basis points). The 4.250 CIFR is an estimate. The actual rate charged on the amount of the loan required to be repaid will be based on market activity on the Wednesday prior to closing. Staff Recommendation: Staff recommends adoption of Resolution No. 2018-075, approving the form and authorizing the execution and delivery of a loan agreement with the Water Infrastructure Finance Authority of Arizona from its Clean Water Revolving Fund Program; delegating the determination of certain matters relating thereto to the manager and the finance director of the Town; providing for the transfer of certain moneys and making certain covenants and agreements with respect thereto; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by such loan agreement and this resolution; and declaring an emergency. Suggested Motion: I move to adopt Resolution No. 2018-075, approving the WIFA loan and other related matters and declaring an emergency. Attachments Resolution No. 2018-075 WIFA Loan Docs Marana Regular Council Meeting 08/07/2018 Page 134 of 237 Marana Resolution No. 2018-075 RESOLUTION NO. 2018-075 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, APP ROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVE RY OF A LOAN AGREEME NT WITH THE WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZ ONA FROM ITS CLEAN WATER REVOLVING FUND PROGRAM; DELEGATING THE DETERMINATION O F CERTAIN MATTERS RELATING THERETO TO THE MANAGER AND THE FINANCE DIRECTOR OF THE TOWN; PROVIDING FOR THE TRANSFER OF CERTAIN MONEYS AND MAKING CERTAIN COVENANTS AND AGREEMENTS WITH RESPECT THERETO; AUTHORIZING THE TAKING OF ALL O THER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN AGREEMENT AND THIS RESOLUTION; AND DECLARING AN EMERGENCY WHEREAS, the Mayor and Common Council of the Town of Marana, Arizona (the “Town”), has heretofore applied to the Water Infrastructure Finance of Arizona (the “Authority”), for a loan (the “Loan”) from the Authority’s Water Revolving Fund Program (the “Program”) to provide funds to design and construct a new lift station and force main to convey flow from the Adonis collection system to the existing system of the Town where it will be treated at the Marana Water Reclamation Facility, to assess the condition of the existing collection system and to reimburse the cost of the im pact fees for connections related to such collection system as well as payment of the Town's proportionate share of expenses of administering the Program and any bonds issued by the Authority with respect thereto (collectively, the “Project”); and WHEREAS, the terms and conditions under which the Loan will be made and the obligations of the Town with respect to the Loan will be set forth in a loan agreement to be executed and delivered by the Town and the Authority (the “Loan Agreement”); and WHEREAS, the Loan and the loan repayments payable by the Town pursuant to the Loan Agreement (the “Loan Repayments”) will be secured by a pledge of certain excise taxes and State shared revenues of the Town (collectively, the “Source of Repayment”); and WHEREAS, the Mayor and Common Council of the Town have determined that it will be beneficial to the citizens of the Town to enter into and to perform the Loan Marana Regular Council Meeting 08/07/2018 Page 135 of 237 Marana Resolution No. 2018-075 Agreement, whereby the Town will borrow not to exceed $1,482,000 from the Authority; and WHEREAS, the Loan shall be repaid on or before twenty -one (21) years from the date of the execution and delivery of the Loan Agreement and the Loan shall bear interest at a rate not to exceed four and one quarter percent (4.25%) per annum; and WHEREAS, there has been placed on fi le with the Clerk of the Town and presented at the meeting at which this Resolution was adopted the proposed form of the Loan Agreement; NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, THAT: Section 1. The form, terms and provisions of the Loan Agreement, in the form of such document (including the exhibits thereto) presented at the meeting at which this Resolution was adopted are hereby approved, with such insertions, omissions and changes, not inconsistent wi th the Town’s application to the Authority or the requirements of the federal government or the Authority, as shall be approved by the Manager of the Town, the execution of such document being conclusive evidence of such approval, and the Manager of the To wn is hereby authorized and directed, for and on behalf of the Town, to execute and attest and deliver, respectively, the Loan Agreement. Section 2. For the payment of the principal of and interest on the Loan, the Town shall pay the Loan Repayments provi ded for in the Loan Agreement. The Town shall also pay all other amounts required to be paid by the Town pursuant to the provisions of the Loan Agreement. Section 3. The obligation of the Town to pay the Loan Repayments provided for in the Loan Agreement to make the other payments provided for in the Loan Agreement is limited to payment from the Source of Repayment, and the obligations of the Town under the Loan Agreement shall not constitute nor give rise to a general obligation of the Town or any claim against its ad valorem taxing powers, or constitute an indebtedness within the meaning of any statutory or constitutional debt limitation applicable to the Town. Section 4. The appropriate officials and officers of the Town are hereby authorized and directed to take all action necessary or reasonably required to carry out, give effect to and to consummate the transactions contemplated by the Loan Agreement, and by this Resolution, including, without limitation, the execution and delivery of any closing and other documents reasonably required to be delivered in connection therewith. Marana Regular Council Meeting 08/07/2018 Page 136 of 237 Marana Resolution No. 2018-075 Section 5. If any section, paragraph, subdivision, sentence, clause or phrase of this Resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this Resolution. The Mayor and Common Council of the Town hereby declare that it would have adopted this Resolution and each and every other section, paragraph, subdivision, sentence, clause or phrase hereof and authorized the execution and delivery of the Loan Agreement pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Resolution may be held illegal, invalid or unenforceable . All resolutions or parts thereof, 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 6. All actions of the officers and agents o f the Town including the Mayor and Common Council of the Town which conform to the purposes and intent of this Resolution and which further the execution and delivery of the Loan Agreement as contemplated by this Resolution, whether heretofore or hereafter taken, are hereby ratified, confirmed and approved. The proper officers and agents of the Town are hereby authorized and directed to do all such acts and things and to execute and deliver all such documents on behalf of the Town as may be necessary to ca rry out the terms and intent of this Resolution. Section 7. All acts and conditions necessary to be performed by the Town or to have been met precedent to and in the execution and delivery of the Loan Agreement in order to make it a legal, valid and bindi ng obligation of the Town will at the time of delivery of the Loan Agreement have been performed and have been met, in regular and due form as required by law, and no statutory, charter or constitutional limitation of indebtedness or taxation will have bee n exceeded in the execution and delivery of the Loan Agreement. Section 8. All formal actions of the Mayor and Common Council of the Town concerning and relating to the passage of this Resolution were taken in an open meeting of the Mayor and Common Counc il of the Town, and all deliberations of the Mayor and Common Council of the Town and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements. Section 9. The immediate operatio n of the provisions of this Resolution is necessary for the preservation of the public health and welfare and for the further reason that the execution and delivery at the earliest possible date of the Loan Agreement is urgently needed to attempt to secure the lowest possible interest cost to the Town; therefore, an emergency is hereby declared to exist and this Resolution is enacted as an emergency measure and shall be in full force and effect from and after the passage and adoption by the Mayor and Common Council of the Town, as required by Marana Regular Council Meeting 08/07/2018 Page 137 of 237 Marana Resolution No. 2018-075 law, and this Resolution is hereby exempt from the referendum provisions of the Constitution and laws of the State of Arizona. Section 10. After the execution and delivery of the Loan Agreement and upon receipt of the Loan from the Authority, this Resolution shall be and remain irrepealably until the Loan and the Loan Agreement and the interest thereon shall have been fully paid, cancelled and discharged. PASSED AND ADOPTED by the Common Council and approved by the Mayo r of the Town of Marana, Arizona, this 7th day of August, 2018. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney CERTIFICATION I hereby certify that the foregoing Resolution No. 2018-075 was duly passed and adopted by the Mayor and Common Council of the Town of Marana, Arizona, at a regular meeting held on the 7th day of August, 2018, and the vote was ........ ayes and ........ nays. .................................................................................... Town Clerk Marana Regular Council Meeting 08/07/2018 Page 138 of 237 Town of Marana and Water Infrastructure Finance Authority of Arizona Borrower – Table of Contents Document Tab Town of Marana’s Borrowing Resolution ......................................................................................1. WIFA Board Resolution .................................................................................................................2. Loan Agreement..............................................................................................................................3. Loan Agreement Addendum-Wage Rate and Forgivable Principal Requirements for Compliance with P.L. 111-88 .............................................................................................................................4. Loan Agreement Addendum-American Iron and Steel Requirements for Compliance with Federal Law ....................................................................................................................................5. Exhibit A of Loan Agreement: Financial Terms and Conditions ..................................................6. Exhibit B of Loan Agreement: Technical Terms and Conditions .................................................7. Exhibit C of Loan Agreement: Reporting Requirements ...............................................................8. Exhibit D of Loan Agreement: Source of Repayment and Rate Covenant Provisions ..................9. Exhibit E of Loan Agreement: Debt Service Reserve Provisions ................................................10. Exhibit F of Loan Agreement: Replacement Reserve Provisions ................................................11. Exhibit G of Loan Agreement: Form of Opinion of Local Borrower...........................................12. Exhibit H of Loan Agreement: Tax Compliance Certificate of Local Borrower .........................13. IRS Form 8038-G .........................................................................................................................14. Standard Terms and Conditions ....................................................................................................15. WIFA Disbursement Requisition Procedures and Payment Requisitions (on CD) Marana Regular Council Meeting 08/07/2018 Page 139 of 237 Marana Regular Council Meeting 08/07/2018Page 140 of 237 Marana Regular Council Meeting 08/07/2018Page 141 of 237 Marana Regular Council Meeting 08/07/2018Page 142 of 237 Marana Regular Council Meeting 08/07/2018Page 143 of 237 Marana Regular Council Meeting 08/07/2018Page 144 of 237 Loan Agreement Water Infrastructure Finance Authority of Arizona (the “Authority”) and Town of Marana (the “Local Borrower”) Evidencing a Loan from the Authority to the Local Borrower Dated as of TBD, 2018 Marana Regular Council Meeting 08/07/2018 Page 145 of 237 i Table of Contents Article 1 Description of the Loan Section 1.1 Name and Address of Local Borrower ...................................................................1 Section 1.2 Authorized Officer(s) of Local Borrower ...............................................................1 Section 1.3 Notices ....................................................................................................................1 Section 1.4 Loan Information ....................................................................................................2 Article 2 Description of the Project Section 2.1 Description of Project .............................................................................................2 Section 2.2 Description of System .............................................................................................2 Article 3 Loan to Local Borrower; Amounts Payable Section 3.1 The Loan .................................................................................................................2 Section 3.2 Disbursement of Loan Proceeds .............................................................................3 Section 3.3 Amounts Payable ...................................................................................................3 Section 3.4 Tax Covenants ........................................................................................................3 Exhibit A Financial Assistance Terms and Conditions; Borrower Payment Instructions; and Loan Repayment Schedule Exhibit B Technical Assistance Terms and Conditions Exhibit C Reporting Requirements Exhibit D Source of Repayment Exhibit E Debt Service Reserve Requirements Exhibit F Replacement Reserve Requirements Exhibit G Form of Opinion of Counsel to Borrower Exhibit H Tax Compliance Certificate of Local Borrower Marana Regular Council Meeting 08/07/2018 Page 146 of 237 Loan Agreement This Loan Agreement (this “Loan Agreement”) is made and entered into as of TBD by and between the Water Infrastructure Finance Authority of Arizona (the “Authority”), and Town of Marana (the “Local Borrower”), a political subdivision of the State of Arizona. This Loan Agreement includes the attached Exhibits and the attached Standard Terms and Conditions. Any capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Exhibits and the Standard Terms and Conditions. The Authority and the Local Borrower agree as follows: Article 1 Description of the Loan Section 1.1 Name and Address of Local Borrower. Town of Marana Attention: John Kmiec, Director of Water Department 5100 W Ina Road Marana, Arizona 85743 Telephone: (520) 382-2582 Fax: (520) 382-2590 Section 1.2 Authorized Officer(s) of Local Borrower. Town of Marana Attention: Mr. Jamsheed Mehta, Town Manager 11555 West Civic Center Dr. Marana, Arizona 85653 Telephone: (520) 382-1906 Fax: (520) 382-1901 Section 1.3 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the Local Borrower at the address specified in Section 1.1 and to the Authority at the following address: Executive Director Water Infrastructure Finance Authority of Arizona 100 North 15th Avenue, Suite 103 Phoenix, Arizona 85007 Telephone: (602) 364-1310 Fax: (602) 364-1327 Any of the parties may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent, by notice in writing given to the others. Marana Regular Council Meeting 08/07/2018 Page 147 of 237 2 Section 1.4 Loan Information. The terms of the Loan include the terms set forth in the Exhibits, which are part of this Loan Agreement: Exhibit A Financial Assistance Terms and Conditions; Borrower Payment Instructions; and Loan Repayment Schedule Exhibit B Technical Assistance Terms and Conditions Exhibit C Reporting Requirements Exhibit D Source of Repayment Exhibit E Debt Service Reserve Requirements Exhibit F Replacement Reserve Requirements Exhibit G Form of Opinion of Counsel to Borrower Exhibit H Tax Compliance Certificate of Local Borrower Prior to Loan Closing, the Local Borrower must deliver to the Authority the Opinion of Local Borrower Counsel in the form of Exhibit G and the Tax Compliance Certificate of Local Borrower in the form of Exhibit H, signed and dated the date of Loan Closing. Article 2 Description Of The Project Section 2.1 Description of Project. The Project is described in Project Summary attached to the Loan Resolution of the Authority, and in Exhibit B of this Loan Agreement. Section 2.2 Description of System. The term “System” means and includes all of the properties and facilities of the complete Sewer plant and system of the Local Borrower, whether lying within or without the boundaries of the Local Borrower, as now existing and as they may hereafter be improved or extended, all improvements, additions and extensions thereto or replacements thereof hereafter constructed or acquired by purchase, contract or otherwise and all contracts, rights, agreements, leases and franchises of every nature owned by the Local Borrower and used or useful or held for use in the operation of said plant and system or any part or portion thereof. Article 3 Loan to Local Borrower; Amounts Payable Section 3.1 The Loan. The Authority shall loan and disburse to the Local Borrower in accordance with this Article 3 an amount listed in Exhibit A (the “Loan”), and the Local Borrower shall borrow and accept from the Authority, the Loan in the principal amount determined pursuant to this Article 3; provided, however, that (i) the Authority shall be under no obligation to disburse any amount of the Loan if an Event of Default has occurred and is continuing under this Loan Agreement, and (ii) the amount to be disbursed shall be lawfully Marana Regular Council Meeting 08/07/2018 Page 148 of 237 3 available for disbursement. The Local Borrower shall use the proceeds of the Loan strictly in accordance with the requirements of this Loan Agreement. Section 3.2 Disbursements of Loan Proceeds. The Authority may disburse funds by check, by electronic means or by means of magnetic tape or other transfer medium. Except as hereinafter provided, disbursements shall be made only when (i) the request for disbursements is in substantially the form provided by the Authority and is accompanied by the necessary certifications and documentation and (ii) an Authorized Officer of the Authority has determined that such disbursement is proper. An Authorized Officer of the Authority shall approve disbursements directly to the persons or entities entitled to payment or to the Local Borrower in the case of reimbursement for costs of services already paid, and shall provide the Local Borrower with a copy of the approval and the date approved. Disbursements may be made only for Eligible Project Costs. Section 3.3 Amounts Payable. The Local Borrower shall pay to the Authority the amounts shown in Exhibit A on or before the dates shown in Exhibit A, as the same may be adjusted as provided in the Standard Terms and Conditions, to reflect any revisions to the principal repayment schedule of the Loan. Such payments shall be made by electronic funds transfer or by direct debit to the Authority. Section 3.4 Tax Covenants. (a) General. The Local Borrower acknowledges that, in connection with its state revolving fund programs, the Authority issues its bonds (“Authority Bonds”) from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be an obligation that bears interest that is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. Therefore, the Local Borrower represents and covenants as follows with respect to the Loan and the Authority Bonds. The Local Borrower covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Loan or the Authority Bonds under Section 103(a) of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon a bond counsel opinion as may rescind or otherwise negate such action or omission. The Local Borrower will not directly or indirectly use or permit the use of any proceeds of the Loan or any other funds of the Local Borrower or take or omit to take any action that would cause the Loan or the Authority Bonds to be or become “arbitrage bonds” within the meaning of Section 148(a) of the Internal Revenue Code or to fail to meet any other applicable requirement of Sections 103, 141, 148, 149 and 150 of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. To that Marana Regular Council Meeting 08/07/2018 Page 149 of 237 4 end, the Local Borrower will comply with all applicable requirements of Sections 103, 141, 148, 149 and 150 of the Code to the extent applicable to the Loan. (b) Modification Based on Bond Counsel Opinion. Notwithstanding any provision of this Section, if the Local Borrower provides to the Authority a bond counsel opinion to the effect that any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Loan or the Authority Bonds pursuant to Section 103(a) of the Internal Revenue Code, the provisions of this Section and the covenants in this Section shall be deemed to be modified to that extent. (c) Bond Counsel Opinion. For purposes of this Section, “bond counsel opinion” means an opinion letter of a firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, and who is acceptable to the Authority. IN WITNESS WHEREOF, the Authority and the Local Borrower have caused this Loan Agreement to be executed and delivered as of the date of execution hereof. Water Infrastructure Finance Authority of Arizona By: __________________________________________ Trish Incognito, Executive Director Town of Marana By: ___________________________________________ Jamsheed Mehta, Town Manager Attest: By: ___________________________________________ Clerk Marana Regular Council Meeting 08/07/2018 Page 150 of 237 612015.2 LOAN AGREEMENT ADDENDUM Wage Rate and Forgivable Principal Requirements for Compliance with P.L. 111-88 Water Infrastructure Finance Authority of Arizona This document (this “Wage Rate and Forgivable Principal Addendum”) sets forth additional requirements applicable to state revolving fund Loans made by the Water Infrastructure Finance Authority of Arizona (“WIFA”) that are subject to the requirements of Public Law 111-88, “Making appropriations for the Department of the Interior, environment, and related agencies for the fiscal year ending September 30, 2010, and for other purposes,” enacted October 30, 2009 (“P.L. 111-88”). The provisions in this Wage Rate and Forgivable Principal Addendum are a part of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. The parties acknowledge and agree that funds disbursed by WIFA to the Local Borrower will include funds made available to WIFA by the federal government under P.L. 111-88, and that the requirements of P.L. 111-88 include those set forth in this Wage Rate and Forgivable Principal Addendum. The Local Borrower agrees to comply with all of those requirements and agrees that failure to do so is a breach of the provisions of the Loan Agreement which may result in a default under the Loan Agreement, termination of WIFA’s obligation to make disbursements on the Loan and the Local Borrower being required to repay all amounts that have been disbursed by WIFA on the Loan, together wit h interest and fees as provided in the Loan Agreement (including interest and fees at rates adjusted from those originally in effect as described herein). Additional Requirement for Subrecipients that are not Governmental Entities: Obtaining Wage Determinations - Under this Wage Rate and Forgivable Principal Addendum, the non-governmental borrower must submit its proposed Davis Bacon wage determinations to WIFA for approval prior to including the wage determination in any solicitation, contract task orders, work assignments, or similar instruments to existing contractors. THIS PARAGRAPH DOES NOT APPLY TO GOVERNMENTAL ENTITIES. Section 1. P.L. 111-88 Compliance - Forgivable Principal Portion. (a) Section 1 of Exhibit A to the Loan Agreement specifies the Total Financial Assistance Amount, the amount, if any, designated as the Forgivable Principal Portion, the Intended Repayment Amount, and the required amount of reserves to be established based upon the Intended Repayment Amount. Section 2 of Exhibit A to the Loan Agreem ent specifics a schedule of interest and principal payments based on the Intended Repayment Amount. If the Local Borrower fails to comply with the requirements of P.L. 111-88, including those set forth in this Wage Rate and Forgivable Principal Addendum: (i) WIFA will provide a revised Exhibit A for the Loan Agreement to amortize the entire Total Financial Assistance Amount with the Forgivable Principal Portion set to $740,995.00, adjusted, as necessary, to incorporate, previous principal payments. Marana Regular Council Meeting 08/07/2018 Page 151 of 237 2 612015.2 (ii) The Local Borrower will repay the Total Financial Assistance Amount. Section 2. P.L. 111-88 Compliance - Wage Rate Requirements. This language must be included in all Davis Bacon covered construction contracts and subcontracts. (29 CFR Part 5.5) (a) The Local Borrower shall insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a treatment work under the CWSRF or a construction project under the DWSRF, or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in Sec. 5.1, or the FFY 2010 appropriation, the following clauses: (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in Sec. 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Local Borrowers may obtain wage determinations from the U. S. Department of Labor’s web site, www.wdol.gov. (ii)(A) The Local Borrower, on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The WIFA award official shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: Marana Regular Council Meeting 08/07/2018 Page 152 of 237 3 612015.2 (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Local Borrower agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the Local Borrower to the WIFA award official. The WIFA award official will transmit the report, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA Davis Bacon Regional Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the WIFA award official or will notify the WIFA award official within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the Local Borrower do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer the questions, including the views of all interested parties and the recommendation of the WIFA award official, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30- day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborer s or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding. The Local Borrower shall upon its own action or upon written request of WIFA, EPA award official or an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, Marana Regular Council Meeting 08/07/2018 Page 153 of 237 4 612015.2 including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Local Borrower. Such documentation shall be available on request of WIFA or EPA. As to each payroll copy received, the subrecipient shall provide written confirmation in a form satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5 (a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/whd/forms/wh347.pdf or its successor site. The prime contractor is responsible for the submission of copies of payrolls b y all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the Local Borrower for transmission to WIFA or EPA, if requested by EPA, WIFA, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a Marana Regular Council Meeting 08/07/2018 Page 154 of 237 5 612015.2 subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the Local Borrower. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under Sec. 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under Sec. 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of WIFA. EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency or WIFA may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, Marana Regular Council Meeting 08/07/2018 Page 155 of 237 6 612015.2 shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job sit e in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. Marana Regular Council Meeting 08/07/2018 Page 156 of 237 7 612015.2 (5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the Local Borrower, WIFA, EPA, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility. (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. (b) Contract Work Hours and Safety Standards Act. The Local Borrower shall insert the following clauses set forth in paragraphs (b)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Sec. 5.5(a) or 4.6 of part 4 of this title. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. Marana Regular Council Meeting 08/07/2018 Page 157 of 237 8 612015.2 (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Local Borrower, upon its own action or upon written request of the EPA Award Official or an authorized representative of the Department of Labor shall withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section. (c) In addition to the clauses contained in paragraph (b), in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR Sec. 5.1, the Local Borrower shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Local Borrower shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of WIFA, EPA and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. Section 3. General Provisions. (a) Binding Effect. This Wage Rate and Forgivable Principal Addendum shall inure to the benefit of and shall be binding upon WIFA and the Local Borrower and their respective successors and assigns. (b) Severability. In the event any provision of this Wage Rate and Forgivable Principal Addendum shall be held illegal, invalid or unenforceable by any court of competent Marana Regular Council Meeting 08/07/2018 Page 158 of 237 9 612015.2 jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. (c) Amendments, Supplements and Modifications. This Wage Rate and Forgivable Principal Addendum may not be amended, supplemented or modified without the prior written consent of WIFA and the Local Borrower. (d) Execution in Counterparts. This Wage Rate and Forgivable Principal Addendum may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Applicable Law. This Wage Rate and Forgivable Principal Addendum shall be governed by and construed in accordance with the laws of the State of Arizona. (f) Captions. The captions or headings in this Wage Rate and Forgivable Principal Addendum are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions of this Wage Rate and Forgivable Principal Addendum. (g) Further Assurances. The Local Borrower shall, at the request of WIFA , authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this Wage Rate and Forgivable Principal Addendum. (h) Arbitration. The parties hereto agree to use arbitration to the extent required by Section 12-1518 of the Arizona Revised Statutes. (i) Notice Regarding A.R.S. § 38 511. To the extent applicable by provision of law, the parties acknowledge that this Wage Rate and Forgivable Principal Addendum is subject to cancellation pursuant to A.R.S. § 38-511, the provisions of which are hereby incorporated herein. [SIGNATURE PAGE FOLLOWS] Marana Regular Council Meeting 08/07/2018 Page 159 of 237 10 612015.2 WIFA and the Local Borrower are signing this Wage Rate and Forgivable Principal Addendum to be effective as part of the Loan Agreement. Water Infrastructure Finance Authority of Arizona By: Trish Incognito, Executive Director Town of Marana By: Jamsheed Mehta, Town Manager [Signature page to Wage Rate and Forgivable Principal Addendum to Loan Agreement] Marana Regular Council Meeting 08/07/2018 Page 160 of 237 Last revised 11/7/14 680121/5/PHOENIX LOAN AGREEMENT ADDENDUM American Iron and Steel Requirements for Compliance with Federal Law Water Infrastructure Finance Authority of Arizona This document (this "American Iron and Steel Addendum") sets forth additional requirements made applicable to state revolving fund Loans made by the Water Infrastructure Finance Authority of Arizona ("WIFA") by federal law. The provisions in this American Iron and Steel Addendum are a part of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. The parties acknowledge and agree that funds disbursed by WIFA to the Local Borrower will include funds made available to WIFA by the federal government under federal law, and that the requirements of federal law include those set forth in this American Iron and Steel Addendum. The Local Borrower agrees to comply with all of those requirements and agrees that failure to do so is a breach of the provisions of the Loan Agreement which may result in a default under the Loan Agreement, termination of WIFA’s obligation to make disbursements on the Loan and the Local Borrower being required to repay all amounts that have been disbursed by WIFA on the Loan, together with interest and fees as provided in the Loan Agreement. Federal law requires that WIFA include in all assistance agreements, including the Loan Agreement, for the construction, alteration, maintenance, or repair of treatment works under the Clean Water State Revolving Fund and for the construction, alteration, maintenance, or repair of a public water system under the Drinking Water State Revolving Fund, a provision requiring the application of American Iron and Steel requirements for the entirety of the construction activities financed by the assistance agreement through completion of construction, no matter when construction commences. Whether or not the project has multiple sources of funding, the American Iron and Steel requirements apply to the entire project and not just to the activities funded by the money made available to WIFA by the federal government. Section 1. American Iron and Steel Requirements. In accordance with federal law: (a)(1) None of the funds made available to WIFA as authorized by title VI of the Federal Water Pollution Control Act (33 U.S.C. 1381 et seq.) or as authorized by section 1452 of the Safe Drinking Water Act (42 U.S.C. 300j-12) shall be used for a project for the construction, alteration, maintenance, or repair of a public water system or treatment works unless all of the iron and steel products used in the project are produced in the United States. (2) In this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. (b) Subsection (a) shall not apply in any case or category of cases in which the Administrator of the Environmental Protection Agency (in this section referred to as the "Administrator") finds that— Marana Regular Council Meeting 08/07/2018 Page 161 of 237 2 680121/5/PHOENIX (1) applying subsection (a) would be inconsistent with the public interest; (2) iron and steel products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (3) inclusion of iron and steel products produced in the United States will increase the cost of the overall project by more than 25 percent. (c) If the Administrator receives a request for a waiver under this section, the Administrator shall make available to the public on an informal basis a copy of the request and information available to the Administrator concerning the request, and shall allow for informal public input on the request for at least 15 days prior to making a finding based on the request. The Administrator shall make the request and accompanying information available by electronic means, including on the official public Internet Web site of the Environmental Protection Agency. Section 2. General Provisions. (a) Binding Effect. This American Iron and Steel Addendum shall inure to the benefit of and shall be binding upon WIFA and the Local Borrower and their respective successors and assigns. (b) Severability. In the event any provision of this American Iron and Steel Addendum shall be held illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. (c) Amendments, Supplements and Modifications. This American Iron and Steel Addendum may not be amended, supplemented or modified without the prior written consent of WIFA and the Local Borrower. (d) Execution in Counterparts. This American Iron and Steel Addendum may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Applicable Law. This American Iron and Steel Addendum shall be governed by and construed in accordance with the laws of the State of Arizona and applicable federal law. (f) Captions. The captions or headings in this American Iron and Steel Addendum are for convenience only and shall not in any way define, limit or des cribe the scope or intent of any provisions of this American Iron and Steel Addendum. (g) Further Assurances. The Local Borrower shall, at the request of WIFA , authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assur ances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this American Iron and Steel Addendum. Marana Regular Council Meeting 08/07/2018 Page 162 of 237 3 680121/5/PHOENIX (h) Prohibition Against Discrimination. In the event that it applies, the parties agree to comply with the Arizona Governor's Executive Order 2009-9, entitled "Prohibition of Discrimination in State Contracts Non-Discrimination in Employment by Government Contractors and Subcontractors," which mandates that all persons, regardless of race, color, religion, sex, age, or national origin shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The Local Borrower shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. (i) Arbitration. In the event of a dispute, the parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by Arizona Revised Statutes Section 12-1518, and the prevailing party shall be entitled to attorney's fees and costs with respect thereto. (j) Notice of Arizona Revised Statutes Section 38-511 - Cancellation. Notice is hereby given of the provisions of Arizona Revised Statutes Section 38-511, as amended. By this reference, the provisions of said statute are incorporated herein to the extent of their applicability to this American Iron and Steel Addendum under the law of the State of Arizona. [SIGNATURE PAGE FOLLOWS] Marana Regular Council Meeting 08/07/2018 Page 163 of 237 4 680121/5/PHOENIX WIFA and the Local Borrower are signing this American Iron and Steel Addendum to be effective as part of the Loan Agreement. Water Infrastructure Finance Authority of Arizona By: Trish Incognito, Executive Director Town of Marana By: Jamsheed Mehta, Town Manager [Signature page to American Iron and Steel Addendum to Loan Agreement] Marana Regular Council Meeting 08/07/2018 Page 164 of 237 Exhibit A of Loan Agreement Section 1: Financial Assistance Terms and Conditions Town of Marana 28-Jun-18 Loan Number………………………………………………………………………………..910176-19 Closing Date…………………………………………………………………………………….08/10/18 First Payment Period…………………………………………………………………………….01/01/19 Financial Assistance Terms and Conditions Original Loan Amount as of the Closing Date…………………………………….1,481,990.00$ Forgivable Principal Amount……..………….……………………………………740,995.00$ Intended Repayment Amount………...……………………………………….…...740,995.00$ Loan Term………………………………………………………………………………….20 Combined Interest & Fee Rate 4.250% Total # of Payment Periods within Loan Term………………………………………………………………………..'40 * Combined Interest and Fee Rate (CIFR) allocation: Fee = 1.5% (150 basis points); Interest = CIFR minus Fee. Principal Repayments Period Principal Repayments Begin…………………………………………………………..2 First Principal Repayment Date………………………………………………………07/01/19 Final Principal Repayment Date…………………………………………………………07/01/38 Combined Interest and Fee Payment Dates First Combined Interest and Fee Payment Date*………………………………………..01/01/19 Final Combined Interest and Fee Payment Date………………………………………………07/01/38 * Actual initial Combined Interest and Fee payment calculated only on dollar amount drawn against loan as of initial payment date Debt Service Reserve Fund Requirements Total Reserve Amount……………………………………………………….………None Annual Amount………………………………………………………………………………………………None Reserve Funded by (Date)……………………………………………………………..Not Applicable Replacement Reserve Fund Requirement Begin Funding on (Date)……………………………………………………………….Not Applicable Annual Amount………………………………………………………………………….None Semi-Annual Deposit……………………………………………………………….None Annual Payment Years 1 through 5...............................……………………………………………………………55,737.52$ Years 6 through 10...............................……………………………………………………………55,737.52$ Years 11 through 15...............................……………………………………………………………55,737.52$ Years 16 through 20...............................……………………………………………………………55,737.52$ WIFA Loan Agreement Exhibit A -- Page 1 Marana Regular Council Meeting 08/07/2018 Page 165 of 237 Section 2: Loan Repayment Schedule Town of Marana 28-Jun-18 Semi-Annual Combined Semi-Annual Annual Total Payment Interest and Combined Interest Principal Annual Year Period Dates Fee Rate and Fee Payment Repayment Payment 1 1 01/01/19 4.250%12,334.48 1 2 07/01/19 4.250%15,746.14 24,245.23 52,325.85 2 3 01/01/20 4.250%15,230.93 2 4 07/01/20 4.250%15,230.93 25,275.66 55,737.52 3 5 01/01/21 4.250%14,693.83 3 6 07/01/21 4.250%14,693.83 26,349.86 55,737.52 4 7 01/01/22 4.250%14,133.89 4 8 07/01/22 4.250%14,133.89 27,469.74 55,737.52 5 9 01/01/23 4.250%13,550.16 5 10 07/01/23 4.250%13,550.16 28,637.20 55,737.52 6 11 01/01/24 4.250%12,941.62 6 12 07/01/24 4.250%12,941.62 29,854.28 55,737.52 7 13 01/01/25 4.250%12,307.21 7 14 07/01/25 4.250%12,307.21 31,123.10 55,737.52 8 15 01/01/26 4.250%11,645.85 8 16 07/01/26 4.250%11,645.85 32,445.82 55,737.52 9 17 01/01/27 4.250%10,956.38 9 18 07/01/27 4.250%10,956.38 33,824.76 55,737.52 10 19 01/01/28 4.250%10,237.60 10 20 07/01/28 4.250%10,237.60 35,262.32 55,737.52 11 21 01/01/29 4.250%9,488.27 11 22 07/01/29 4.250%9,488.27 36,760.98 55,737.52 12 23 01/01/30 4.250%8,707.11 12 24 07/01/30 4.250%8,707.11 38,323.30 55,737.52 13 25 01/01/31 4.250%7,892.73 13 26 07/01/31 4.250%7,892.73 39,952.06 55,737.52 14 27 01/01/32 4.250%7,043.75 14 28 07/01/32 4.250%7,043.75 41,650.02 55,737.52 15 29 01/01/33 4.250%6,158.69 15 30 07/01/33 4.250%6,158.69 43,420.14 55,737.52 16 31 01/01/34 4.250%5,236.01 16 32 07/01/34 4.250%5,236.01 45,265.50 55,737.52 17 33 01/01/35 4.250%4,274.12 17 34 07/01/35 4.250%4,274.12 47,189.28 55,737.52 18 35 01/01/36 4.250%3,271.34 18 36 07/01/36 4.250%3,271.34 49,194.84 55,737.52 19 37 01/01/37 4.250%2,225.95 19 38 07/01/37 4.250%2,225.95 51,285.62 55,737.52 20 39 01/01/38 4.250%1,136.14 20 40 07/01/38 4.250%1,136.14 53,465.29 55,737.57 370,343.78 740,995.00 1,111,338.78 WIFA Loan Agreement Exhibit A -- Page 2 Marana Regular Council Meeting 08/07/2018 Page 166 of 237 B-1 Exhibit B Technical Terms and Conditions Section 1 Budget Uses by Budget Item Amount Budgeted Planning………………………………………………………………... $0.00 Design & Engineering…………………………………………………. $92,000.00 Legal/Debt Authorization……………………………………………… $0.00 Financial Advisor……………………………………………………… $0.00 Land/System Acquisition……………………………………………… $0.00 Equipment/Materials…………………………………………………... $0.00 Construction/Installation/Improvement………………………………... $782,000.00 Inspection & Construction Management………………………………. $46,000.00 Project Officer…………………………………………………………. $0.00 Administration…………………………………………………………. $0.00 Staff Training………………………………………………………….. $0.00 Capitalized Interest…………………………………………………….. $0.00 Refinance Loan…………………………………………………….. $0.00 Other…………………………………………………………………… $561,990.00 Total Budget…………………………………………………………... $1,481,990.00 Section 2 Project Description The Town of Marana will design and construct a new lift station and force main to convey flow from the Adonis collection system to the existing Town of Marana municipal system. The flows from the neighborhood will be treated at the Marana Water Reclamation Facility, and the treated sewage will be Class A+ reclaimed water quality. The Town will also use funding from this loan to assess the condition of the existing collection system and to reimburse the cost of the impact fees. Because the total outfall from the Marana Water Reclamation Facility, including the effluent from Adonis Mobile Home Park, will be treated to Class A+ reclaimed water standards and will be sent to an Aquifer Recharge Facility, this project categorically qualifies for the green project reserve within the water efficiency category (GPR CW guidance, 2.2-6 Recycling and water reuse projects). Marana Regular Council Meeting 08/07/2018 Page 167 of 237 B-2 Section 3 Estimated Observation and Disbursement Schedule Observation Schedule B: Observation 1: Upon borrower notification of construction commencement Additional Observations: at least one site observation within each 12 month period Final Observation: 80% construction budget disbursement Additional Observations – A WIFA representative may perform additional observations based on information provided in the projects status reports included in each Local Borrower disbursement requisition form. Withholding Percentage: 10% (released after deliverables received) Section 4 Requirements Prior To Construction Section 4.1 Construction Bids. The Local Borrower shall submit to the Authority for review and approval prior to execution: (a) engineering contracts related to the Project, (b) bid documents related to the Project, (c) construction contracts related to the Project, and (d) certification of positive effort for disadvantaged business enterprise participation. Section 4.2 User Charges. The Local Borrower has established (or, if the System is not yet in operation, the Local Borrower will, at or before the time the System commences operation, establish) a system of user charges which, with other funds lawfully available, will at all times be sufficient to pay the costs of operation and maintenance of the System, including renewals and replacements of the System. The Local Borrower also agrees that such system of user charges will be established and maintained in compliance with any applicable requirements of state and federal law as long as the Local Borrower owes amounts under this Loan Agreement. The Local Borrower at its sole option may pay the costs of operation, maintenance, repair, replacement, extensions and additions to the System from any funds lawfully available to it for such purpose. Section 4.3 Interest in Project Site. As a condition of the Loan, the Local Borrower will demonstrate to the satisfaction of the Authority that the Local Borrower has or will have a fee Marana Regular Council Meeting 08/07/2018 Page 168 of 237 B-3 simple or such other estate or interest in the site of the Project, including necessary easements and rights-of-way, as the Authority finds sufficient to assure undisturbed use and possession for the purpose of construction and operation of the Project for the estimated life of the Project. Section 4.4 Federal Clean Water Act. The Local Borrower covenants that, to the extent legally applicable, the Project will meet the requirements of the Federal Clean Water Act in effect on the date of Loan Closing and any amendments thereto that may retroactively apply to the Loan, and the Local Borrower agrees that the Project will comply with applicable provisions of those federal laws and authorities listed in Article 9 of the Standard Terms and Conditions. Section 4.5 Federal Safe Drinking Water Act. The Local Borrower covenants that, to the extent legally applicable, the Project will meet the requirements of the Federal Safe Drinking Water Act in effect on the date of Loan Closing and any amendments thereto that may retroactively apply to the Loan, and the Local Borrower agrees that the Project will comply with applicable provisions of those federal laws and authorities listed in Article 9 of the Standard Terms and Conditions. Section 4.6 Signs. The Local Borrower shall erect a construction sign displaying information on the Project and the funding sources. The Authority shall provide specifications for such construction signs. Section 5 Requirements During Construction Section 5.1 Changes in Project Scope. The Local Borrower shall submit to the Authority, for review and approval prior to execution, any change to the plans and specifications, construction contracts, Eligible Project Costs, or any other change which will effect the performance standards or purpose of the Project. Section 5.2 Completion of Project and Provision of Moneys Therefor. The Local Borrower covenants and agrees (a) to exercise its best efforts in accordance with prudent utility construction practice to complete the Project and (b) to the extent permitted by law, to provide from its own fiscal resources all moneys, in excess of the total amount of loan proceeds it receives hereunder and under any subsequent loan from the Authority, required to complete the Project. Section 5.3 Inspections; Information. The Local Borrower shall permit the Authority and any party designated by the Authority to examine, visit and inspect, at any and all reasonable times, the property, if any, constituting the Project, and to inspect and make copies of any accounts, books and records, including (without limitation) its records regarding receipts, disbursements, contracts, investments and any other matters relating thereto and to its financial standing, and shall supply such reports and information as the Authority may reasonably require in connection therewith. Section 5.4 Adjustments for Ineligible Costs. The Local Borrower shall promptly reimburse the Authority for any portion of the Loan which is determined to have been used for costs that Marana Regular Council Meeting 08/07/2018 Page 169 of 237 B-4 are not eligible for funding under the Authority Act, the Federal Clean Water Act, as amended, or the Federal Safe Drinking Water Act, as amended, unless such matter is curable in some other manner by the Local Borrower to the satisfaction of the Authority. Such reimbursement sh all be promptly repaid to the Authority upon written request of the Authority. Any such reimbursed principal amount will be applied to reduce the outstanding principal amount of the Loan. Section 5.5 Archaeological Artifacts. In the event that archaeological artifacts or historical resources are discovered during construction excavation of the Project, the Local Borrower shall stop or cause to be stopped construction activities and will notify the State Historic Preservation Office and the Authority of such discovery. Section 6 Requirements Prior To Final Disbursements Section 6.1 Plan of Operation. No Requirement. Section 6.2 Final Approval. Prior to the release of the withholding, the Local Borrower will submit to the Authority (a) as-built drawings by a professional engineer that document all changes from the original plans and specifications (b) copies of all testing results performed by or under the supervision of a professional engineer as required by the specifications, and (c) Arizona Department of Environmental Quality (ADEQ) approval of construction or an engineer's Certificate of Completion certifying that all construction was completed in accordance with the plans and specifications or that any changes made are in conformance with the Arizona Revised Statutes, ADEQ and Environmental Protection Agency rules, permits and guidelines and are documented in the as-built drawings. Based on a review of the information submitted, the Authority reserves the right, prior to the release of the withholding, to request modifications to the Project, the system, or the materials submitted pursuant to this section. Marana Regular Council Meeting 08/07/2018 Page 170 of 237 C-1 Exhibit C Reporting Requirements Section 1. Annual Loan Review. The Authority’s Annual Loan Review Form and annual financial statements in a format approved by the Authority, including the report of any annual audit(s) and all audit reports required by governmental auditing standards and any applicable Arizona rules, shall be provided by the Local Borrower to the Authority within one-hundred and eighty (180) days after the end of each fiscal year of the Local Borrower. The Local Borrower shall complete all audits and submit all reports required by the federal Single Audit Act within the time limits under that federal law, currently within the earlier of 30 days after receipt of the auditor’s reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the federal agency that provided the funding or a different period is specified in a program-specific audit guide. Section 2. Records and Accounts. The Local Borrower shall keep accurate records and accounts for the System, including records and accounts for the Project (the “System Records”), separate and distinct from its other records and accounts (the “General Records”). The Local Borrower must maintain the System Records in accordance with generally accepted accounting principles (GAAP), including standards relating to the reporting of infrastructure assets, as issued by the Governmental Accounting Standards Board (GASB) or by the Financial Accounting Standards Board (FASB), as applicable to the Local Borrower. If required by law, the Local Borrower must have the System Records audited annually by an independent accountant, which audit may be part of the annual audit of the General Records of the Local Borrower. The Local Borrower must make all System Records and General Records available for inspection by the Authority at any reasonable time. Section 3. Notice of Change In Key Personnel. Promptly after becoming aware thereof, the Local Borrower shall provide notice in writing to the Authority of any change to the information in Section 1 of the Loan Agreement and any other change in key personnel connected to the Project and Loan. Section 4. Notice of Material Adverse Change. The Local Borrower shall promptly notify the Authority of any material adverse change in the activities, prospects or condition (financial or otherwise), of the Local Borrower relating to the System, or in the ability of the Local Borrower to make all Loan Repayments from the Source of Repayment described in this Loan Agreement and otherwise to observe and perform its duties, covenants, obligations and agreements hereunder. Section 5. Disadvantaged Business Enterprise (DBE) Program. The Local Borrower must report DBE participation to the Authority based on guidance from the Authority. Section 6. Notice of Default. Promptly after becoming aware thereof, Local Borrower shall give notice to the Authority of (i) the occurrence of any Event of Default under the Loan Agreement or (ii) the occurrence of any breach, default, Event of Default, or event which with the giving of notice or lapse of time, or both, could become a material breach, default, or Event of Default (a “Future Breach”) under any agreement, indenture, mortgage, or other instrument Marana Regular Council Meeting 08/07/2018 Page 171 of 237 C-2 (other than the Loan Agreement) to which the Local Borrower is a party or by which it or any of its property is bound or affected. Local Borrower shall provide written notice to the Authority if the effect of such breach, default, Event of Default or Future Breach is to accelerate, or to permit the acceleration of, the maturity of any indebtedness under such agreement, indenture, mortgage, or other instrument; provided, however, that the failure of the Local Borrower to give such notice shall not affect the right and power of the Authority to exercise any and all of the remedies specified herein. Section 7. Notice of Construction Commencement. The Local Borrower shall promptly notify the Authority immediately upon commencement of construction activities. Section 8. Notice of Non-Environmental Litigation. Promptly after the commencement or overt threat thereof, Local Borrower shall provide the Authority with written notice of the commencement of all actions, suits, or proceedings before any court, arbitrator, or governmental department, commission, board, bureau, agency, or instrumentality affecting Local Borrower which, if adversely determined, could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or on the ability of Local Borrower to perform its obligations under the Loan Agreement. Section 9. Notice of Environmental Litigation. Without limiting the provisions of Section 8 above, promptly after receipt thereof, Local Borrower shall provide the Authority with written notice of the receipt of all pleadings, orders, complaints, indictments, or other communication alleging a condition that may require Local Borrower to undertake or to contribute to a cleanup or other response under laws relating to environmental protection, or which seek penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such laws, or which claim personal injury to any person or property damage as a result of environmental factors or conditions or which, if adversely determined, could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or on the ability of Local Borrower to perform its obligations under the Loan Agreement. Section 10. Regulatory and Other Notices. Promptly after receipt or submission thereof, Local Borrower shall provide the Authority with copies of any notices or other communications received from or directed to any governmental authority with respect to any matter or proceeding which could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or the ability of Local Borrower to perform its obligations under the Loan Agreement, or which reveals a substantial non compliance with any applicable law, regulation or rule. Section 11. Other Information. The Local Borrower shall submit to the Authority other information regarding the condition (financial or otherwise), or operation of the Local Borrower as the Authority may, from time to time, reasonably request. Section 12. Additional Reporting Requirements. The Local Borrower shall refer to the Loan Agreement Addendum for wage rate reporting requirements. Marana Regular Council Meeting 08/07/2018 Page 172 of 237 D-1 Exhibit D Source of Repayment: Excise Taxes Section 1 Certain Definitions As used in this Loan Agreement, the following terms shall have the meanings set forth below unless the context clearly requires otherwise: “Additional Revenue Obligations” means any additional obligations which may hereafter be issued or incurred by the Local Borrower (or any financing conduit acting on behalf of the Local Borrower) 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 First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and this Loan 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. “Excise Tax Revenues” means revenues from the Local Borrower sales taxes, license and permit fees and fines and forfeitures which the Local Borrower now collects; provided that the Mayor and Common Council of the Local Borrower 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, 2013, by and between Wells Fargo Bank, N.A., as seller, and the Local Borrower, as purchaser. “Fiscal Year” means the fiscal year of the Local Borrower, currently the period July 1 through June 30. “Maximum Annual Debt Service” means, for any Fiscal Year, the greatest Annual Debt Service for the then-current or any succeeding Fiscal Year. “Parity Obligations” means the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement, this Loan Agreement and any Additional Revenue Obligations. “Second Purchase Agreement” means the Second Purchase Agreement, dated as of June 1, 2014, by and between Zions First National Bank, as seller, and the Local Borrower, as purchaser. “State” means the State of Arizona. “State Shared Revenues” means revenues from amounts allocated or apportioned to the Local Borrower by the State, any political subdivision thereof or any other government unit or agency, except the share of the Local Borrower of any taxes which by State law, rule or regulation must be expended for other purposes. “Third Purchase Agreement” means the Third Purchase Agreement, dated as of April 1, 2017, by and between U.S. Bank National Association, as seller, and the Local Borrower, as purchaser. Marana Regular Council Meeting 08/07/2018 Page 173 of 237 D-2 Section 2 Source of Repayment and Rate Covenant Provisions (a) It is understood and agreed that all payments with respect to the Loan shall be made only from the Source of Repayment, which is hereby pledged to the payment of all amounts due under the Loan. The Source of Repayment is Excise Tax Revenues and State Shared Revenues. The Excise Tax Revenues and State Shared Revenues are hereby pledged by the Local Borrower to the payment of all amounts due under the Loan and such amounts shall be secured by a paramount and first lien on and pledge of the Excise Tax Revenues and State Shared Revenues on parity with the pledge and lien granted by the Local Borrower for the payment and security of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and any Additional Revenue Obligations. The amounts due under this Loan Agreement, the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and any Additional Revenue Obligations shall be equally and ratably secured by said pledge and lien without priority one over the other. (b) The Local Borrower shall remit to the Authority from Excise Tax Revenues and State Shared Revenues all amounts due under this Loan Agreement in the amounts and at the times and for the purposes as required herein. The obligation of the Local Borrower to make payments of any amounts due under this Loan 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 the Local Borrower, 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) The Local Borrower may, at the sole option of the Local Borrower, make payments due pursuant to Section 3.3 hereof from its other funds as permitted by law and as the Local Borrower shall determine from time to time, but the Authority acknowledges that it has no claim hereunder to such other funds. No part of the purchase price payable pursuant to this Loan Agreement shall be payable out of any ad valorem property taxes imposed by the Local Borrower or from bonds or other obligations, the payment of which the Local Borrower’s general taxing authority is pledged, unless (i) the same shall have been duly budgeted by the Local Borrower 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. (d) Excise Tax Revenues and State Shared Revenues in excess of amounts, if any, required to be deposited with or held by the Authority for payments due under this Loan Agreement shall constitute surplus revenues and may be used by the Local Borrower for any lawful purpose for the benefit of the Local Borrower, 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 Loan 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 Loan 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, the Third 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 Marana Regular Council Meeting 08/07/2018 Page 174 of 237 D-3 up any such deficiency shall be in addition to the then-current transfers required to be made pursuant hereto. (e) 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, the Local Borrower 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. (f) The Excise Tax Revenue Fund established in connection with the Third Purchase Agreement is expanded to provide for the purposes of this Loan 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 the Local Borrower. Section 3 Additional Parity Obligations The Local Borrower covenants and agrees that no other obligations of any kind will be issued that are payable from or enjoy a pledge of the Excise Tax Revenues having priority over the Loan. 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 4 Default; Remedies Upon Default The following shall supersede all contrary provisions herein to the extent of the subject matter hereof: (a) (i) Upon (A) the nonpayment of the whole or any part of any of the amounts described in Section 3.3 hereof at the time when the same are to be paid as provided herein, (B) the violation by the Local Borrower of any other covenant or provision of this Loan Agreement, (C) the occurrence of an event of default with respect to the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement or any Additional Revenue Obligations or (D) the insolvency or bankruptcy of the Local Borrower 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 the Local Borrower or others to take advantage of, or to impose, as the Marana Regular Council Meeting 08/07/2018 Page 175 of 237 D-4 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 3.3 hereof as required hereunder on the due date or the nonpayment of principal or interest due with respect to the First Purchase Agreement, the Second Purchase Agreement, the Third 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 this Loan Agreement not cured within sixty (60) days after notice in writing from the Authority specifying such default and (C) in the case of any other default under any of the First Purchase Agreement, the Second Purchase Agreement, the Third 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) the Authority may take whatever action at law or in equity, including the remedy of specific performance, may appear necessary or desirable to collect any amounts payable by the Local Borrower under this Loan Agreement then due (but not such amounts accruing), or to enforce performance and observance of any pledge, obligation, agreement or covenant of the Local Borrower under this Loan Agreement, and with respect to Excise Tax Revenues and State-Shared Revenues, without notice and without giving any bond or surety to the Local Borrower or anyone claiming under the Local Borrower, 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 the Local Borrower does hereby irrevocably consent to such appointment); provided, however, that under no circumstances may such amounts due hereunder be accelerated. Each right, power and remedy of the Authority provided for in this Loan 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 the Authority 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 the Authority to insist upon a strict compliance by the Authority with all the covenants and conditions hereof. The Local Borrower shall, upon not less than 10 days’ prior request by the Authority, execute, acknowledge and deliver to the Authority a statement in writing certifying that this Loan Agreement is unmodified and in full force and effect (or, if this Loan 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) The Authority shall in no event be in default in the performance of any of its obligations hereunder unless and until the Authority 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 the Local Borrower properly specifying wherein the Authority has failed to perform any such obligation. Marana Regular Council Meeting 08/07/2018 Page 176 of 237 E-1 Exhibit E Debt Service Reserve Requirement No Debt Service Reserve Required The Local Borrower shall not be required to either (i) provide a Reserve Fund Surety or (ii) fund a Reserve Fund in cash in connection with this Agreement. Marana Regular Council Meeting 08/07/2018 Page 177 of 237 F-1 Exhibit F Replacement Reserve Requirements No Replacement Reserve Required The Local Borrower shall not be required to maintain a Replacement Reserve in connection with the Loan. Marana Regular Council Meeting 08/07/2018 Page 178 of 237 G-1 Exhibit G Form of Opinion of Local Borrower Counsel Enter Date of Opinion Water Infrastructure Finance Authority of Arizona Phoenix, Arizona Ladies and Gentlemen: I am an attorney admitted to practice in the State of Arizona and I have acted as counsel to the Town of Marana (the “Local Borrower”), which has entered into a Loan Agreement (as hereinafter defined) with the Water Infrastructure Finance Authority of Ariz ona (the “Authority”), and have acted as such in connection with the authorization, execution and delivery by the Local Borrower of the Loan Agreement (as hereinafter defined). Terms used and not otherwise defined herein have the meanings given to them in the Loan Agreement. In so acting I have examined the Constitution and laws of the State of Arizona. I have also examined originals, or copies certified or otherwise identified to my satisfaction, of the following: (a) the Loan Agreement, dated as of TBD, 2018 (the “Loan Agreement”) by and between the Authority and the Local Borrower; and (b) proceedings of the governing board of the Local Borrower relating to the approval of the Loan Agreement and the Local Borrower Bond and the execution, issuance and delivery thereof on behalf of the Local Borrower, and the authorization of the undertaking and completion of the Project, including the proceedings relating to the election held on Enter Election Date on the question of authorizing the Local Borrower to enter into loan agreements with the Authority and/or issue the Local Borrower Bond, of which there is authorized but unissued capacity at least equal to the principal amount of the Loan. I have also examined and relied upon originals, or copies certified or otherwise authenticated to my satisfaction, of such other records, documents, certificates and other instruments, and made such investigation of law as in my judgment I have deemed necessary or appropriate to enable me to render the opinions expressed below. Based upon the foregoing, I am of the opinion that: 1. The Local Borrower is a political subdivison of the State of Arizona with the legal right to carry on the business of the System as currently being conducted and as proposed to be conducted. 2. The Local Borrower has full legal right and authority to pledge the Source of Repayment for the Loan Repayments and to execute and deliver the Loan Agreement, and to observe and perform its duties, covenants, obligations and agreements thereunder and to undertake and complete the Project; subject, however, to the effect of restrictions and limitations imposed by or Marana Regular Council Meeting 08/07/2018 Page 179 of 237 G-2 resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors rights generally (“Creditor’s Rights Limitations”) heretofore or hereafter enacted. 3. The Local Borrower has duly and validly pledged the Source of Repayment for the punctual payment of the principal of and interest on the Loan and all other amounts due under the Loan Agreement and the Local Borrower Bond according to their respective terms. 4. All additional debt tests and reserve and other requirements applicable to the Local Borrower with respect to the pledge of the Source of Repayment have been satisfied. 5. The authorizing proceedings of the Local Borrower’s governing body approving the Loan Agreement and authorizing its execution, issuance and delivery on behalf of the Local Borrower, and authorizing the Local Borrower to undertake and complete the Project (hereinafter collectively called the “Authorizing Resolutions”) have been duly and lawfully adopted and authorized in accordance with applicable Arizona law, at a meeting or meetings which were duly called pursuant to necessary public notice and held in accordance with applicable Arizona law, and at which quorums were present and acting throughout. 6. The Loan Agreement has been duly authorized, executed and delivered by the authorized officers of the Local Borrower; and, assuming that the Authority has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed and delivered the Loan Agreement, the Loan Agreement constitutes the legal, valid and binding obligation of the Local Borrower enforceable in accordance with its terms; subject, however, to the effect of and to restrictions and limitations imposed by or resulting from Creditor’s Rights Limitations or other laws, judicial decisions and principles of equity relating to the enforcement of contractual obligations generally. 7. To the best of my knowledge, after such investigation as I have deemed appropriate, the authorization, execution and delivery of the Loan Agreement by the Local Borrower, the observance and performance by the Local Borrower of its duties, covenants, obligations and agreements thereunder and the consummation of the transactions contemplated therein and the undertaking and completion of the Project do not and will not contravene any existing law or any existing order, injunction, judgment, decree, rule or regulation of any court or governmental or administrative agency, authority or person having jurisdiction over the Local Borrower or its property or assets or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any existing bond resolution, trust agreement, indenture, mortgage, deed of trust or other agreement to which the Local Borrower is a party or by which it, the System or its property or assets is bound. 8. To the best of my knowledge, after such investigation as I have deemed appropriate, all approvals, consents or authorizations of, or registrations of or filings with, any governmental or public agency, authority or person required to date on the part of the Local Borrower in connection with the authorization, execution, delivery and performance of the Loan Agreement, and the undertaking and completion of the Project have been obtained or made. Marana Regular Council Meeting 08/07/2018 Page 180 of 237 G-3 9. To the best of my knowledge, after such investigation as I have deemed appropriate, th ere is no litigation or other proceeding pending or threatened in any Court or other tribunal of competent jurisdiction (either State or Federal) questioning the creation, organization or existence of the Local Borrower or the validity, legality or enforce ability of the Loan Agreement, or the undertaking or completion of the Project. This opinion is rendered on the basis of Federal law and the laws of the State of Arizona as enacted and construed on the date hereof. I express no opinion as to any matter not set forth in the numbered paragraphs herein. Very truly yours, Marana Regular Council Meeting 08/07/2018 Page 181 of 237 Exhibit H Form of Tax Compliance Certificate of Local Borrower Water Infrastructure Finance Authority of Arizona $1,481,990.00 Loan to Town of Marana The Water Infrastructure Finance Authority of Arizona (the “Authority”) and Town of Marana (the “Local Borrower”) are entering into a Loan Agreement (the “Loan Agreement”) in the maximum principal amount stated above pursuant to which the Authority will make a loan (the “Loan”) to the Local Borrower. In connection with its state revolving fund programs, the Authority issues its bonds (“Authority Bonds”) from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be a Tax-Exempt Obligation that is not an AMT Obligation. Therefore, in order to establish certain facts necessary for the Loan to qualify and be treated as a Tax-Exempt Obligation that is not an AMT Obligation, and as required by the provisions of the Loan Agreement, the Local Borrower by its officer signing this Certificate, certifies, represents, and covenants as follows with respect to the Loan. All statements in this Certificate are of facts or, as to events to occur in the future, reasonable expectations. I. DEFINITIONS 1.10. Attachment A. The definitions and cross-references set forth in Attachment A apply to this Certificate and its Attachments. All terms relating to a particular issue, such as Sale Proceeds, relate to the Loan, unless indicated otherwise. (For example, “Sale Proceeds” refers to Sale Proceeds of the Loan, unless indicated otherwise.) 1.20. Special Definitions. Terms used herein, to the extent not defined in Attachment A or below, have the same meaning as defined in the Loan Agreement. In addition, the following definitions apply to this Certificate and its Attachments: “Instructions” means the Rebate Instructions attached hereto as Attachment A-1. “Issue” means the Loan. “Issuer” means the Local Borrower. “Project” means the financing of a portion of the costs of acquisition, construction and improvement of facilities to be financed by the Loan and includes Issuance Costs and interest on the Loan for up to three years from the Issuance Date or, if later, one year after the date the Project is placed in service, all of which are governmental purposes for purposes of the Code. “Reserve Fund” is defined in 3.40(a). Marana Regular Council Meeting 08/07/2018 Page 182 of 237 2 1.30. References. Reference to a Section means a section of the Code. Reference by number only (for example, “2.10”) means that numbered paragraph of this Certificate. Reference to an Attachment means an attachment to this Certificate. II. ISSUE DATA 2.10. Issuer. The Issuer is a Governmental Unit. 2.20. Purpose of Issue. The Issue is being issued to provide funds to pay costs of the Project. 2.30. Dates. The Sale Date of the Issue is the date on which the Loan Agreement is executed and delivered by the Authority and the Local Borrower, and the Issuance Date of the Issue is the first date on which the aggregate draws under the Loan exceed the lesser of $50,000 or 5% of the principal amount of the Loan. 2.40. Issue Price. The Issue Price of the Issue is the principal amount actually advanced by the Authority to the Issuer as the Loan. 2.50. Sale Proceeds, Net Proceeds, and Net Sale Proceeds. The amount of Sale Proceeds equals the Issue Price. The amount of Net Proceeds equals the Issue Price minus the amount of Proceeds (if any) deposited in the Reserve Fund (if any). The amount of Net Sale Proceeds equals the amount of Net Proceeds minus the Minor Portion. 2.60. Disposition of Sale Proceeds. There will be no Pre-Issuance Accrued Interest with respect to the Issue. The Sale Proceeds will be used to pay costs of the Project and, if applicable, to fund the Reserve Fund (if any). 2.70. Higher Yielding Investments. Gross Proceeds will not be invested in Higher Yielding Investments except for (A) the Minor Portion to the extent provided in 3.80, (B) those Gross Proceeds identified in 3.10, 3.20, and 3.30, but only during the applicable Temporary Periods there described for those Gross Proceeds, and (C) Gross Proceeds held in the Reserve Fund (if any) to the extent set forth in 3.40(a). 2.80. Single Issue. No other obligations have been or will be sold less than 15 days before or after the Sale Date pursuant to the same plan of financing with the Issue that are expected to be paid from substantially the same source of funds as the Issue, determined without regard to guarantees from a person who is not a Related Party to the Issuer. Accordingly, no obligations other than those of the Issue are a part of a single issue with the Issue. III. ARBITRAGE (NONREBATE) MATTERS 3.10. Use of Net Sale Proceeds and Pre-Issuance Accrued Interest; Temporary Periods. (A) Pre-Issuance Accrued Interest. There will be no Pre-Issuance Accrued Interest with respect to the Issue. (B) Payment of Costs of the Project. Marana Regular Council Meeting 08/07/2018 Page 183 of 237 3 (1) All of the Net Sale Proceeds will be used to pay costs of the Project. Such Sale Proceeds may be used to acquire or hold Higher Yielding Investments for a period ending on the third anniversary of the Issuance Date (such period being the Temporary Period for such amount) because the following three tests are reasonably expected to be satisfied: (i) At least 85% of the Net Sale Proceeds will be allocated to expenditures on the Project by the end of the Temporary Period; (ii) Within 6 months of the Issuance Date, the Issuer will incur substantial binding obligations to third parties to expend at least 5% of the Net Sale Proceeds on the Project; and (iii) Completion of the Project and allocation of the Net Sale Proceeds to expenditures will proceed with due diligence. Any Sale Proceeds that remain unspent on the third anniversary of the Issuance Date, which is the expiration date of the Temporary Period for such Proceeds, shall not be invested in Higher Yielding Investments with respect to the Issue after that date except as part of the Minor Portion. In complying with the foregoing sentence, the Issuer may take into account “yield reduction payments” (within the meaning of Regulations §1.148-5(c)) paid to the United States. (2) Any Reimbursement Allocation will qualify as a Reimbursement of Prior Capital Expenditures and will be made by an entry in the financial records of the Issuer kept with respect to the Issue showing that Sale Proceeds of the Issue have been returned to the fund or account of the Issuer from which such amount was originally and temporarily advanced to finance Capital Expenditures paid before this date by not more than (A) 18 months after the later of the date such Capital Expenditures were paid or the date on which the property resulting from such Capital Expenditures and comprising part of the Project was placed in service or (B) three years after the original expenditures were paid. 3.20. Investment Proceeds. Any Investment Proceeds will be used to pay costs of the Project and may be invested in Higher Yielding Investments during the Temporary Period identified in 3.10(B)(1) or, if longer, one year from the date of receipt, such period being the Temporary Period for such Proceeds. 3.30. Payment Fund. Amounts deposited from time to time in the fund of the Issuer from which payments will be made on the Issue, which is a Bona Fide Debt Service Fund, will be used to pay Debt Service on the Issue within 13 months after the amounts are so deposited, such period being the Temporary Period for such amounts. 3.40. Reserve Funds. (A) Debt Service Reserve Fund. If (and only if) the Loan Agreement requires the funding of a debt service reserve fund (“Reserve Fund”) in cash: The amount of Proceeds of the Loan deposited in the Reserve Fund shall not exceed Marana Regular Council Meeting 08/07/2018 Page 184 of 237 4 10% of the stated principal amount of the Loan. Amounts in the portion of the Reserve Fund allocable to the Issue may be invested in Higher Yielding Investments with respect to the Issue to the extent that such amounts do not exceed the least of (i) 10% of the principal amount of the Issue; (ii) maximum annual Debt Service; and (iii) 125% of average annual Debt Service. Any amounts in the portion of the Reserve Fund allocable to the Issue in excess of the least of these amounts will not be invested in Higher Yielding Investments with respect to the Issue. In complying with the yield restriction set forth in this Section, the Issuer may take into account “yield reduction payments” (within the meaning of Regulations § 1.148-5(c)) timely paid or to be timely paid to the United States because amounts in the Reserve Fund (other than investment earnings) are not reasonably expected to be used to pay Debt Service other than in connection with reductions in the amount required to be in the Reserve Account. The establishing and funding of the Reserve Fund was reasonably required by the Authority as a condition of making the Loan. (B) Replacement Reserve Fund. If (and only if) the Loan Agreement requires the funding of a replacement reserve fund (“Replacement Reserve Fund”) in cash: The Replacement Reserve Fund may be used for one or more of the following purposes: (i) the acquisition of new, or the replacement of obsolete or worn out, machinery, equipment, furniture, fixtures or other personal property for the Issuer’s utility system, provided that the property is depreciable; (ii) the performance of repairs with respect to the Issuer’s utility system that are of an extraordinary and non-recurring nature, provided that the property is depreciable; (iii) the acquisition or construction of additions to or improvements, extensions or enlargements to, or remodeling of, the Issuer’s utility system, provided that the property is depreciable; and/or (iv) to make Debt Service payments to the Authority on the Issue (collectively, the “Permitted Uses”). The Issuer reasonably expects to use amounts in the Replacement Reserve Fund for Permitted Uses other than to make Debt Service payments to the Authority on the Issue, and therefore there is no reasonable assurance of the availability of those amounts to make Debt Service payments to the Authority on the Issue if the Issuer encounters financial difficulties 3.50. No Other Replacement Fund or Assured Available Funds. Except as described in 3.30 and, if and to the extent applicable, 3.40(A), , the Issuer has not established and does not expect to establish or use any sinking fund, debt service fund, redemption fund, reserve or replacement fund, or similar fund, or any other fund to pay Debt Service on the Issue. Except for money referred to in 3.30 and Proceeds of a Refunding Issue, if any, no other money or Investment Property is or will be pledged as collateral or used for the payment of Debt Service on the Issue (or for the reimbursement of any others who may provide money to pay that Debt Service), or is or will be restricted, dedicated, encumbered, or set aside in any way as to afford the holders of the Issue reasonable assurance of the availability of such money or Investment Property to pay Debt Service on the Issue. 3.60. No Overissuance. The Proceeds of the Issue are not reasonably expected to exceed the amount needed for the governmental purposes of the Issue as set forth in 2.20. Marana Regular Council Meeting 08/07/2018 Page 185 of 237 5 3.70. Other Uses of Proceeds Negated. Except as stated otherwise in this Certificate, none of the Proceeds of the Issue will be used: (A) to pay principal of or interest on, refund, renew, roll over, retire, or replace any other obligations issued by or on behalf of the Issuer or any other Governmental Unit, (B) to replace any Proceeds of another issue that were not expended on the project for which such other issue was issued, (C) to replace any money that was or will be used directly or indirectly to acquire Higher Yielding Investments, (D) to make a loan to any person or other Governmental Unit, (E) to pay any Working Capital Expenditure other than expenditures identified in Regulations §1.148-6(d)(3)(ii)(A) and (B) (i.e., Issuance Costs of the Issue, Qualified Administrative Costs, reasonable charges for a Qualified Guarantee or for a Qualified Hedge, interest on the Issue for a period commencing on the Issuance Date of the Issue and ending on the date that is the later of three years from such Issuance Date or one year after the date on which the project financed or refinanced by the Issue was or will be placed in service, payments of the Rebate Amount, and costs, other than those already described, that do not exceed 5% of the Sale Proceeds and that are directly related to Capital Expenditures financed or deemed financed by the Issue, principal or interest on an issue paid from unexpected excess Sale Proceeds or Investment Proceeds, and principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a Bona Fide Debt Service Fund), or (F) to reimburse any expenditures made prior to the Issuance Date except those that qualify as a Reimbursement of Prior Capital Expenditures. No portion of the Issue is being issued solely for the purpose of investing Proceeds in Higher Yielding Investments. 3.80. Minor Portion. The Minor Portion is equal to the lesser of 5% of the Sale Proceeds of the Issue and $100,000. Such Minor Portion may be invested in Higher Yielding Investments with respect to the Issue. 3.90. No Other Replacement Proceeds. That portion of the Issue that is to be used to finance Capital Expenditures has a weighted average maturity that does not exceed 120% of the weighted average reasonably expected economic life of the property resulting from such Capital Expenditures. IV. REBATE MATTERS 4.10. Issuer Obligation Regarding Rebate. Consistently with its covenants contained in the Loan Agreement, the Issuer will calculate and make, or cause to be calculated and made, Marana Regular Council Meeting 08/07/2018 Page 186 of 237 6 payments of the Rebate Amount in the amounts and at the times and in the manner provided in Section 148(f) with respect to Gross Proceeds to the extent not exempted under Section 148(f)(4) and the Instructions. 4.20. No Avoidance of Rebate Amount. No amounts that are required to be paid to the United States will be used to make any payment to a party other than the United States through a transaction or a series of transactions that reduces the amount earned on any Investment Property or that results in a smaller profit or a larger loss on any Investment Property than would have resulted in an arm’s length transaction in which the Yield on the Issue was not relevant to either party to the transaction. 4.30. Exceptions. (A) Small Issuer Exception. The Issue is exempt under Section 148(f)(4)(D) from the rebate requirement if all of the following requirements are satisfied: (1) The Issuer is a Governmental Unit with general taxing powers within the meaning of Section 148(f)(4)(D), and (2) No part of the Issue is a Private Activity Bond, and (3) All of the Net Proceeds will be used for “local governmental activities” of the Issuer within the meaning of Section 148(f)(4)(D) and none of the Net Proceeds will be used for any Private Business Use, and (4) The aggregate principal amount of all Tax-Exempt Obligations, including the Issue, issued or to be issued by the Issuer, its subordinate entities and entities that issue any such obligations on behalf of the Issuer, or on behalf of which the Issuer issues any such obligations, during the current calendar year does not, and is not reasonably expected to, exceed $5,000,000. The Tax -Exempt Obligations taken into account for this purpose exclude any Private Activity Bonds and any Current Refunding Portion and Current Refunding Issue to the extent that the amount of such Current Refunding Portion or Current Refunding Issue does not exceed the outstanding amount of the obligations refunded by such Current Refunding Portion or Current Refunding Issue. No entity has been or will be formed or availed of to avoid the purposes of Section 148(f)(4)(D)(i)(IV). If, but only if, all of the above requirements are satisfied, check here: [____] and sign here: ___________________________________ (B) General Exception. Notwithstanding the foregoing, the computations and payments of amounts to the United States referred to in IV need not be made to the extent that the Issuer will not thereby fail to comply with any requirements of Section 148(f) and the Instructions based on an opinion of bond counsel. Marana Regular Council Meeting 08/07/2018 Page 187 of 237 7 4.40. Election. The Issue is a Construction Issue. The Issuer hereby elects to apply the 2-year spending exception to the rebate requirements on the basis of actual facts instead of the Issuer’s reasonable expectations. V. OTHER TAX MATTERS 5.10. Not Private Activity Bonds or Pool Bonds. No obligation of the Issue will be a Private Activity Bond or a pooled financing bond (within the meaning of Section 149(f)), based on the following: (A) Not more than 5% of the Proceeds, if any, directly or indirectly, will be used for a Private Business Use and not more than 5%, if any, of the Debt Service on the Issue, directly or indirectly, will be secured by any interest in property used or to be used for a Private Business Use or payments in respect of such property, or will be derived from payments (whether or not to t he Issuer) in respect of property, or borrowed money, used or to be used for a Private Business Use. (B) Less than 5% of the Proceeds, if any, will be used to make or finance loans to any Private Person or Governmental Unit other than the Issuer. (C) The lesser of the Proceeds that are being or will be used for any Private Business Use or the Proceeds with respect to which there are payments or (borrowed money) that are being or will be used for any Private Business Use does not exceed $15,000,000 and none of the Proceeds will be used with respect to an “output facility” (other than a facility for the furnishing of water) within the meaning of Section 141(b)(4). (D) The Issuer does not expect to sell or otherwise dispose of the Project or any portion thereof during the term of the Issue except for dispositions of property in the normal course at the end of such property’s useful life to the Issuer. With respect to tangible personal property, if any, that is part of the Project, the Issuer reasonably expects that: (1) Dispositions of such tangible personal property, if any, will be in the ordinary course of an established governmental program; (2) The weighted average maturity of the obligations of the Issue financing such property (treating the obligations of the Issue properly allocable to such personal property as a separate issue for this purpose) will not be greater than 120% of the reasonably expected actual use of such property for governmental purposes; (3) The fair market value of such property on the date of disposition will not be greater than 25% of its cost; (4) The property will no longer be suitable for its governmental purposes on the date of disposition; and Marana Regular Council Meeting 08/07/2018 Page 188 of 237 8 (5) The amounts received from any disposition of such property are required to be, and will be, commingled with substantial tax or other governmental revenues and will be spent on governmental programs within 6 months from the date of such deposit and commingling. 5.20. Issue Not Federally Guaranteed. The Issue is not Federally Guaranteed. 5.30. Not Hedge Bonds. At least 85% of the Spendable Proceeds will be used to carry out the governmental purposes of the Issue within three years from the Issuance Date. Not more than 50%, if any, of the Proceeds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more (including but not limited to any investment contract or fixed yield investment having a maturity of four years or more). The reasonable expectations stated above are not based on and do not take into account (A) any expectations or assumptions as to the occurrence of changes in market interest rates or changes of federal tax law or regulations or rulings thereunder or (B) any prepayments of items other than items that are customarily prepaid. 5.40. Hedge Contracts. The Issuer has not entered into, and does not reasonably expect to enter into, any Hedge with respect to the Issue, or any portion thereof. The Issuer acknowledges that entering into a Hedge with respect to the Issue, or any portion thereof, may change the Yield and that Bond Counsel should be contacted prior to entering into any Hedge with respect to the Issue in order to determine whether payments/receipts pursuant to the Hedge will be taken into account in computing the Yield. 5.50. Internal Revenue Service Information Return. Within the time and on the form prescribed by the Internal Revenue Service under Section 149(e), the Issuer will file with the Internal Revenue Service an Information Return setting forth the required information relating to the Issue. The information reported on that Information Return will be true, correct, and complete to the best of the knowledge and belief of the undersigned. 5.60. Responsibility of Officer. (A) The officer signing this Certificate is one of the officers of the Issuer responsible for issuing the Issue. (B) To the best of the knowledge, information, and belief of the undersigned, all expectations stated in this Certificate are the expectations of the Issuer and are reasonable, all facts stated are true, and there are no other existing facts, estimates, or circumstances that would or could materially change the statements made in this Certificate. The certifications and representations made in this Certificate are intended to be relied upon as certifications described in Regulations § 1.148-2(b). The Issuer acknowledges that any change in the facts or expectations from those set forth in this Certificate may result in different requirements or a change in status of the Issue or interest thereon under the Code, and that bond counsel should be contacted if such changes are to occur or have occurred. Marana Regular Council Meeting 08/07/2018 Page 189 of 237 9 Town of Marana By: Name: Title: Marana Regular Council Meeting 08/07/2018 Page 190 of 237 10 List of Attachments Attachment A -- Definitions for Tax Compliance Certificate Attachment A-1 -- Rebate Instructions Marana Regular Council Meeting 08/07/2018 Page 191 of 237 A-1 Attachment A Definitions for Tax Compliance Certificate of Local Borrower The following terms, as used in Attachment A and in the Tax Compliance Certificate to which it is attached and in the other Attachments to the Tax Compliance Certificate, have the following meanings unless therein otherwise defined or unless a different meaning is indicated by the context in which the term is used. Capitalized terms used within these definitions that are not defined in Attachment A have the meanings ascribed to them in the Tax Compliance Certificate to which this Attachment A is attached. The word “Issue,” in lower case, refers either to the Issue or to another issue of obligations or portion thereof treated as a separate issue for the applicable purposes of Section 148, as the context requires. The word “obligation” or “obligations,” in lower case, includes any obligation, whether in the form of bonds, notes, certificates, or any other obligation that is a “bond” within the meaning of Section 150(a)(1). All capitalized terms used in this Certificate include either the singular or the plural. All terms used in this Attachment A or in the Tax Compliance Certificate to which this Attachment A is attached, including terms specifically defined, shall be interpreted in a manner consistent with Sections 103 and 141-150 and the applicable Regulations thereunder except as otherwise specified. All references to Section, unless otherwise noted, refer to the Code. “Advance Refunding Issue” means any Refunding Issue that is not a Current Refunding Issue. “Advance Refunding Portion” means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as an Advance Refunding Issue if it had been issued as a separate issue. “AMT Obligation” means a Tax-Exempt Obligation the interest on which is an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. “Available Construction Proceeds” means an amount equal to (a) the sum of (i) the Issue Price of an issue, (ii) Investment Proceeds on that Issue Price, (iii) earnings on any reasonably required reserve or replacement fund allocable to the issue not funded from the Issue Price, and (iv) Investment Proceeds and earnings on (ii) and (iii), (b) reduced by the portions, if any, of the Issue Price of the issue (i) attributable to Pre-Issuance Accrued Interest and earnings thereon, (ii) allocable to the underwriter’s discount, (iii) used to pay other Issuance Costs of the issue, and (iv) deposited in a reasonably required reserve or replacement fund allocable to the issue. “Available Construction Proceeds” does not include Investment Proceeds or earnings on a reasonably required reserve or replacement fund allocable to the issue for any period after the earlier of (a) the close of the 2-year period that begins on the Issuance Date or (b) the date the construction of the project financed by the issue is substantially completed, provided, however, that such Investment Proceeds or earnings shall be excluded from “Available Construction Proceeds” if the Issuer has timely elected such exclusion. If an issue is a Multipurpose Issue that includes a New Money Portion that is a Construction Issue, this definition shall be applied by substituting “New Money Portion” for “issue” each place the latter term appears. If an issue or the New Money Portion of a Multipurpose Issue, as applicable, is Marana Regular Council Meeting 08/07/2018 Page 192 of 237 A-2 not a Construction Issue, and the Issuer makes the bifurcation election under Regulations §1.148-7(j)(1) and Section 148(f)(4)(C)(v) to treat the issue or the New Money Portion as two separate issues consisting of the Construction Portion and the Nonconstruction Portion, this definition shall be applied by substituting “Construction Portion” for “issue” each place the latter term appears. “Bona Fide Debt Service Fund” means a fund, including a portion of or an account in that fund (or in the case of a fund established for two or more issues, the portion of that fund properly allocable to an issue), or a combination of such funds, accounts or portions that is used primarily to achieve a proper matching of revenues with Debt Service on an issue within each Bond Year and that is depleted at least once each year except for a reasonable carryover amount not to exceed the greater of the earnings thereon for the immediately preceding Bond Year or one-twelfth of the annual Debt Service on the issue for the immediately preceding Bond Year. “Bond Year” means the annual period relevant to the application of Section 148(f) to an issue, except that the first and last Bond Years may be less than 12 months long. The last day of a Bond Year shall be the close of business on the day preceding the anniversary of the Issuance Date of an issue unless the Issuer selects another date on which to end a Bond Year in the manner permitted by the Code. “Capital Expenditures” means costs of a type that are properly chargeable to a capital account (or would be so chargeable with a proper election or with the application of the definition of Placed in Service) under general federal income tax principles. “Code” means the Internal Revenue Code of 1986, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. “Commingled Fund” means any fund or account of the Issuer that contains both Gross Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of the issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of funds deposited in the fund or account. “Commingled Investment Proceeds” means Investment Proceeds of an issue (other than Investment Proceeds held in a Refunding Escrow) that are deposited in a Commingled Fund with substantial tax or other revenues from governmental operations of the Issuer and that are reasonably expected to be spent for governmental purposes within 6 months from the date of deposit in the Commingled Fund, using any reasonable accounting assumptions. “Conduit Borrower” means the obligor on a purpose investment. Marana Regular Council Meeting 08/07/2018 Page 193 of 237 A-3 “Conduit Financing Issue” means an issue the Proceeds of which are reasonably expected to be used to finance one or more Conduit Loans. “Conduit Loan” means a purpose investment acquired by the Issuer with Proceeds of a Conduit Financing Issue, thereby effecting a loan to the Conduit Borrower. “Construction Expenditures” means Capital Expenditures allocable to the cost of real property (including the construction or making of improvements to real property, but excluding acquisitions of interests in land or other existing real property) or constructed personal property within the meaning of Regulations §1.148-7(g). “Construction Issue” means an issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Governmental Unit or a 501(c)(3) Organization. If an issue is a Multipurpose Issue that includes a New Money Portion, this definition shall be applied by substituting “New Money Portion” for “Construction Issue” each place the latter term appears. If an election under Section 148(f)(4)(C)(v) and Regulations §1.148-7(j) is made to bifurcate an issue or the New Money Portion of a Multipurpose Issue, this definition shall be applied by substituting “Construction Portion” for “Construction Issue” each place the latter term appears. “Construction Portion” means that portion of an issue or the New Money Portion of a Multipurpose Issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Governmental Unit or a 501(c)(3) Organization and that finances 100% of the Construction Expenditures. “Controlled Group” means a group of entities controlled directly or indirectly by the same entity or group of entities within the meaning of Regulations §1.150-1(e). “Current Refunding Issue” means a Refunding Issue that is issued not more than 90 days before the last expenditure of any Proceeds of the Refunding Issue for the payment of Debt Service on the Refunded Bonds. “Current Refunding Portion” means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as a Current Refunding Issue if it had been issued as a separate issue. “Debt Service” means principal of and interest and any redemption premium on an issue. “Excess Gross Proceeds” means all Gross Proceeds of an Advance Refunding Issue that exceed an amount equal to 1% of the Sale Proceeds of such Advance Refunding Issue, other than Gross Proceeds allocable to: (a) payment of Debt Service on the Refunded Bonds; (b) payment of Pre-Issuance Accrued Interest on the Advance Refunding Issue and interest on the Advance Refunding Issue that accrues for a period up to the completion date of any capital project financed by the Prior Issue, plus one year; (c) a reasonably required reserve or replacement fund for the Marana Regular Council Meeting 08/07/2018 Page 194 of 237 A-4 Advance Refunding Issue or Investment Proceeds of such fund; (d) payment of Issuance Costs of the Advance Refunding Issue; (e) payment of administrative costs allocable to repaying the Refunded Bonds, carrying and repaying the Advance Refunding Issue, or investments of the Advance Refunding Issue; (f) Transferred Proceeds allocable to expenditures for the governmental purpose of the Prior Issue (treating for this purpose all unspent Proceeds of the Prior Issue properly allocable to the Refunded Bonds as of the Issuance Date of the Advance Refunding Issue as Transferred Proceeds); (g) interest on purpose investments; (h) Replacement Proceeds in a sinking fund for the Advance Refunding Issue; and (i) fees for a Qualified Guarantee for the Advance Refunding Issue or the Prior Issue. If an Issue is a Multipurpose Issue that includes an Advance Refunding Portion, this definition shall be applied by substituting “Advance Refunding Portion” for “Advance Refunding Issue” each place the latter term appears. “Federally Guaranteed” means that (a) the payment of Debt Service on an issue, or the payment of principal or interest with respect to any loans made from the Proceeds of the issue, is directly or indirectly guaranteed in whole or in part by the United States or by an agency or instrumentality of the United States, within the meaning of Section 149(b) of the Code, or (b) more than 5% of the Proceeds of an issue will be invested directly or indirectly in federally insured deposits or accounts. The preceding sentence does not apply to (a) Proceeds invested during an initial Temporary Period until such Proceeds are needed to pay costs of the project, (b) investments of a Bona Fide Debt Service Fund, (c) direct purchases from the United States of obligations issued by the United States Treasury, or (d) other investments permitted by Section 149(b) or Regulations §1.149(b)-1(b). “501(c)(3) Organization” means an organization described in Section 501(c)(3) and exempt from tax under Section 501(a). “Fixed Yield Issue” means an issue of obligations the Yield on which is fixed and determinable on the Issuance Date. “Governmental Unit” means a state, territory or possession of the United States, the District of Columbia, or any political subdivision thereof referred to as a “State or local governmental unit” in Regulations §1.103-1(a). “Governmental Unit” does not include the United States or any agency or instrumentality of the United States. “Gross Proceeds” means Proceeds and Replacement Proceeds of an issue. “Hedge” means a contract entered into by the Issuer or the Conduit Borrower primarily to modify the Issuer’s or the Conduit Borrower’s risk of interest rate changes with respect to an obligation (e.g., an interest rate swap, an interest rate cap, a futures contract, a forward contract or an option). “Higher Yielding Investments” means any Investment Property that produces a Yield that (a) in the case of Investment Property allocable to Replacement Proceeds of an issue and Investment Property in a Refunding Escrow, is more than one thousandth of one percentage point (.00001) higher than the Yield on the applicable issue, and (b) for all other purposes is more than one-eighth of one percentage point (.00125) higher than the Yield on the issue. Marana Regular Council Meeting 08/07/2018 Page 195 of 237 A-5 “Investment Proceeds” means any amounts actually or constructively received from investing Proceeds of an issue in Investment Property. “Investment Property” means investment property within the meaning of Sections 148(b)(2) and 148(b)(3), including any security (within the meaning of Section 165(g)(2)(A) or (B)), any obligation, any annuity contract and any other investment-type property (including certain residential rental property for family units as described in Section 148(b)(2)(E) in the case of any bond other than a Private Activity Bond). Investment Property includes a Tax-Exempt Obligation that is a “specified private activity bond” as defined in Section 57(a)(5)(C), but does not include other Tax-Exempt Obligations. “Issuance Costs” means costs to the extent incurred in connection with, and allocable to, the issuance of an issue, and includes underwriter’s compensation withheld from the Issue Price, counsel fees, financial advisory fees, rating agency fees, trustee fees, paying agent fees, bond registrar, certification and authentication fees, accounting fees, printing costs for bonds and offering documents, public approval process costs, engineering and feasibility study costs, guarantee fees other than for a Qualified Guarantee and similar costs, but does not include fees charged by the Issuer. “Issuance Date” means the date of physical delivery of an issue by the Issuer in exchange for the purchase price of the issue. “Issue Price” means in the circumstances applicable to an issue: (1) Public Offering. In the case of obligations actually offered to the general public in a bona fide public offering at the initial offering price for each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, the aggregate of the initial offering price for each maturity (including any Pre-Issuance Accrued Interest and original issue premium, but excluding any original issue discount), which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity, as of the Sale Date, was sold or reasonably expected to be sold (other than to bond houses, brokers or other intermediaries). In the case of publicly offered obligations that are not described in the preceding sentence, Issue Price means the aggregate of the initial offering price to the public of each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity was sold to the public. (2) Private Placement. In the case of obligations sold by private placement, the aggregate of the prices (including any Pre-Issuance Accrued Interest and original issue premium, but excluding any original issue discount) paid to the Marana Regular Council Meeting 08/07/2018 Page 196 of 237 A-6 Issuer by the first purchaser(s) (other than bond houses, brokers or other intermediaries). “Minor Portion” means an amount equal to the lesser of $100,000 or 5% of the Sale Proceeds of an issue. “Multipurpose Issue” means an issue the bonds of which are allocable to two or more separate governmental purposes within the meaning of Regulations §1.148-9(h). “Net Proceeds” means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue. “Net Sale Proceeds” means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue and the portion invested as a part of a Minor Portion for the issue. “New Money Issue” means an issue that is not a Refunding Issue. “New Money Portion” means that portion of a Multipurpose Issue other than the Refunding Portion. “Nonpurpose Investments” means any Investment Property that is acquired with Gross Proceeds as an investment and not in carrying out any governmental purpose of an issue. “Nonpurpose Investments” does not include any investment that is not regarded as “investment property” or a “nonpurpose investment” for the particular purposes of Section 148 (such as certain investments in U.S. Treasury obligations in the State and Local Government Series and certain temporary investments), but does include any other investment that is a “nonpurpose investment” within the applicable meaning of Section 148. “Placed in Service” means the date on which, based on all the facts and circumstances, a facility has reached a degree of completion that would permit its operation at substantially its design level and the facility is, in fact, in operation at such level. “Pre-Issuance Accrued Interest” means interest on an obligation that accrued for a period not greater than one year before its Issuance Date and that will be paid within one year after such Issuance Date. “Preliminary Expenditures” means any Capital Expenditures that are “preliminary expenditures” within the meaning of Regulations §1.150-2(f)(2), i.e., architectural, engineering, surveying, soil testing, reimbursement bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of a project other than land acquisition, site preparation, and similar costs incident to commencement of construction. The aggregate amount of Preliminary Expenditures may not exceed 20% of the aggregate Issue Price of the issue or issues that financed or are reasonably expected to finance the project for which such Preliminary Expenditures are or were incurred. Marana Regular Council Meeting 08/07/2018 Page 197 of 237 A-7 “Prior Issue” means an issue of obligations all or a portion of the Debt Service on which is paid or provided for with Proceeds of a Refunding Issue. The Prior Issue may be a Refunding Issue. “Private Activity Bond” means (a) obligations of an issue more than 10% of the Proceeds of which, directly or indirectly, are or are to be used for a Private Business Use and more than 10% of the Debt Service on which, directly or indirectly, is or is to be paid from or secured by payments with respect to property, or secured by property, used for a Private Business Use, or (b) obligations of an issue, the Proceeds of which are or are to be used to make or finance loans to any Private Person that, in the aggregate, exceed the lesser of 5% of such Proceeds or $5,000,000. In the event of Unrelated or Disproportionate Use, the tests in (a) shall be applied by substituting 5% for 10% each place the latter term is used. “Private Business Use” means use (directly or indirectly) in a trade or business carried on by any Private Person other than use as a member of, and on the same basis as, the general public. Any activity carried on by a Private Person (other than a natural person) shall be treated as a trade or business. In the case of a Qualified 501(c)(3) Bond, Private Business Use excludes use by a 501(c)(3) Organization that is not an unrelated trade or business activity by such 501(c)(3) Organization within the meaning of Section 513(a). “Private Person” means any natural person or any artificial person, including a corporation, partnership, trust or other entity, other than a Governmental Unit. “Private Person” includes the United States and any agency or instrumentality of the United States. “Proceeds” means any Sale Proceeds, Investment Proceeds, and Transferred Proceeds of an issue. “Proceeds” does not include Replacement Proceeds. “Qualified Administrative Costs” means reasonable direct administrative costs (other than carrying costs) such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody and similar costs. General overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount are not Qualified Administrative Costs. “Qualified 501(c)(3) Bonds” means an issue of obligations that satisfies the requirements of Section 145(a). “Qualified Guarantee” means any guarantee of an obligation that constitutes a “qualified guarantee” within the meaning of Regulations §1.148-4(f). “Qualified Hedge” means a Hedge that is a “qualified hedge” within the meaning of Regulations §1.148-4(h)(2). “Rebate Amount” means the excess of the future value, as of any date, of all receipts on Nonpurpose Investments acquired with Gross Proceeds of an issue over the future value, as of that date, of all payments on those Nonpurpose Investments, computed in accordance with Section 148(f) and Regulations §1.148-3. Marana Regular Council Meeting 08/07/2018 Page 198 of 237 A-8 “Refunded Bonds” means obligations of a Prior Issue the Debt Service on which is or is to be paid from Proceeds of a Refunding Issue. “Refunding Bonds” means obligations of a Refunding Issue. “Refunding Issue” means an issue the Proceeds of which are or are to be used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre-Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs of the Refunding Issue. “Refunding Escrow” means one or more funds established as part of a single transaction, or a series of related transactions, containing Proceeds of a Refunding Issue and any other amounts to be used to pay Debt Service on Refunded Bonds of one or more issues. “Refunding Portion” means that portion of a Multipurpose Issue the Proceeds of which are, or are to be, used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre-Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs properly allocable to the Refunding Portion. “Regulations” or “Reg.” means Treasury Regulations. “Reimbursement Allocation” means an allocation of the Proceeds of an issue for the Reimbursement of Prior Capital Expenditures, other than Preliminary Expenditures, that meets each of the following requirements: (a) is evidenced on the books or records of the Issuer maintained with respect to the issue, (b) the allocation entry identifies either actual prior Capital Expenditures, or the fund or account from which the prior Capital Expenditures were paid, and (c) evidences the Issuer’s use of Proceeds of the issue to reimburse a Capital Expenditure for a governmental purpose that was originally paid from a source other than the Proceeds of the issue. “Reimbursement of Prior Capital Expenditures” means a Reimbursement Allocation of Proceeds of the Issue to a Capital Expenditure paid prior to the Issuance Date of such Issue, that satisfies the following requirements: (a) the Capital Expenditure was paid after March 1, 1992; (b) prior to, or within 60 days after, payment of the Capital Expenditure (except Preliminary Expenditures), the Issuer adopted an official intent for the Capital Expenditure that satisfies Regulations §1.150-2(e); and (c) except for Preliminary Expenditures, the Reimbursement Allocation occurs or will occur within 18 months after the later of the date the Capital Expenditure was paid or the date the project resulting from such Capital Expenditure was Placed in Service or abandoned, but in no event more than 3 years after the Capital Expenditure was paid. “Related Party” means, in reference to a Governmental Unit or 501(c)(3) Organization, any member of the same Controlled Group and, in reference to any person that is not a Governmental Unit or 501(c)(3) Organization, a “related person” as defined in Section 144(a)(3) of the Code. Marana Regular Council Meeting 08/07/2018 Page 199 of 237 A-9 “Replacement Proceeds” means, with respect to an issue, amounts (including any investment income, but excluding any Proceeds of any issue) replaced by Proceeds of that issue within the meaning of Section 148(a)(2). “Replacement Proceeds” includes amounts, other than Proceeds, held in a sinking fund, pledged fund or reserve or replacement fund for an issue. “Sale Date” means, with respect to an issue, the first date on which there is a binding contract in writing with the Issuer for the sale and purchase of an issue (or of respective obligations of the issue if sold by the Issuer on different dates) on specific terms that are not later modified or adjusted in any material respect. “Sale Proceeds” means that portion of the Issue Price actually or constructively received by the Issuer upon the sale or other disposition of an issue, including any underwriter’s compensation withheld from the Issue Price, but excluding Pre-Issuance Accrued Interest. “Spendable Proceeds” means the Net Sale Proceeds of an issue. “Tax-Exempt Obligation” means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section 150, and includes any obligation or any investment treated as a “tax-exempt bond” for the applicable purpose of Section 148. “Tax-Exempt Organization” means a Governmental Unit or a 501(c)(3) Organization. “Temporary Period” means the period of time, as set forth in the Tax Compliance Certificate, applicable to particular categories of Proceeds of an issue during which such category of Proceeds may be invested in Higher Yielding Investments without the issue being treated as arbitrage bonds under Section 148. “Transferred Proceeds” means that portion of the Proceeds of an issue (including any Transferred Proceeds of that issue) that remains unexpended at the time that any portion of the principal of the Refunded Bonds of that issue is discharged with the Proceeds of a Refunding Issue and that thereupon becomes Proceeds of the Refunding Issue as provided in Regulations §1.148-9(b). “Transferred Proceeds” does not include any Replacement Proceeds. “Unrelated or Disproportionate Use” means Private Business Use that is not related to or is disproportionate to use by a Governmental Unit within the meaning of Section 141(b)(3) and Regulations §1.141-9. “Variable Yield Issue” means any Issue that is not a Fixed Yield Issue. “Working Capital Expenditures” means any costs of a type that do not constitute Capital Expenditures, including current operating expenses. Marana Regular Council Meeting 08/07/2018 Page 200 of 237 A-10 “Yield” has the meaning assigned to it for purposes of Section 148 of the Code, and means that discount rate (stated as an annual percentage) that, when used in computing the present worth of all applicable unconditionally payable payments of Debt Service, all payments for a Qualified Guarantee, if any, and all payments and receipts with respect to a Qualified Hedge, if any, paid and to be paid with respect to an obligation (paid and to be paid during and attributable to the Yield Period in the case of a Variable Yield Issue), produces an amount equal to (a) the Issue Price in the case of a Fixed Yield Issue or the present value of the Issue Price at the commencement of the applicable Yield Period in the case of a Variable Yield Issue, or (b) the purchase price for yield purposes in the case of Investment Property, all subject to the applicable methods of computation provided for under Section 148, including variations from the foregoing. The Yield on Investment Property in which Proceeds or Replacement Proceeds of an issue are invested is computed on a basis consistent with the computation of Yield on that issue, including the same compounding interval of not more than one year selected by the Issuer. “Yield Period” means, in the case of the first Yield Period, the period that commences on the Issuance Date and ends at the close of business on the first Computation Date and, in the case of each succeeding Yield Period, the period that begins immediately after the end of the immediately preceding Yield Period and ends at the close of business on the next succeeding Computation Date. The terms “bond”, “obligation”, “reasonably required reserve or replacement fund”, “reserve or replacement fund”, “loan”, “sinking fund”, “purpose investment”, “same plan of financing”, “other replacement proceeds”, and other terms relating to Code provisions used but not defined in this Certificate shall have the meanings given to them for purposes of Sections 103 and 141 to 150 unless the context indicates another meaning. (End of Attachment A) Marana Regular Council Meeting 08/07/2018 Page 201 of 237 A-1-1 ATTACHMENT A-1 to Tax Compliance Certificate of Local Borrower INSTRUCTIONS FOR COMPLIANCE WITH REBATE REQUIREMENTS OF SECTION 148(f) OF THE CODE. The Issuer covenanted in the Loan Agreement and Tax Compliance Certificate to comply with the arbitrage rebate requirement of Section 148(f) of the Code. These Instructions provide guidance for that compliance, including the spending exceptions that free the Issue from all or part of the rebate requirements. PART I: GENERAL SECTION 1.01. REBATE GENERALLY. The Rebate Amount1 with respect to the Issue must be paid (rebated) to the United States to prevent the bonds of the Issue from being arbitrage bonds, the interest on which is subject to federal income tax. In general, the Rebate Amount is the amount by which the actual earnings on Nonpurpose Investments purchased (or deemed to have been purchased) with Gross Proceeds of the Issue exceed the amount of earnings that would have been received if those Nonpurpose Investments had a Yield equal to the Yield on the Issue.2 Stated differently, the Rebate Amount for the Issue as of any date is the excess of the Future Value, as of that date, of all Receipts on Nonpurpose Investments over the Future Value, as of that date, of all Payments on Nonpurpose Investments, computed using the Yield on the Issue as the Future Value rate.3 If the Issue is a Fixed Yield Issue, the Yield on the Issue generally is the Yield to maturity, taking into account mandatory redemptions prior to maturity. If the Issue is a Variable Yield Issue, the Yield on the Issue is computed separately for each Yield Period selected by the Issuer. SECTION 1.02. SPECIAL DEFINITIONS. 1. Capitalized terms that are not defined in these Instructions are defined in Attachment A to the Tax Compliance Certificate of the Issuer. 2. Amounts earned on the Bona Fide Debt Service Fund for the Issue are not taken into account in determining the Rebate Amount since none of the obligations of the Issue are Private Activity Bonds, the rates of interest on the Issue do not vary and the average maturity of the Issue is at least 5 years. 3. The scope of these Instructions does not permit a detailed description of the computation of the Rebate Amount with respect to the Issue. If you need assistance in computing the Rebate Amount on the Issue, please contact your bond counsel. Marana Regular Council Meeting 08/07/2018 Page 202 of 237 A-1-2 For purposes of these Instructions, the following terms shall have the following meanings. “Available Construction Proceeds” means an amount equal to (a) the sum of (i) the Issue Price of the issue, (ii) Investment Proceeds on that Issue Price, (iii) earnings on any reasonably required reserve or replacement fund allocated to the issue not funded from the Issue Price, and (iv) Investment Proceeds and earnings on (ii) and (iii), (b) reduced by the portions, if any, of the Issue Price of the issue (i) attributable to Pre-Issuance Accrued Interest and earnings thereon, (ii) allocated to the Underwriter’s discount, (iii) used to pay other Issuance Costs of the issue, and (iv) deposited in a reasonably required reserve or replacement fund allocated to the issue. Available Construction Proceeds do not include Investment Proceeds or earnings on a reasonably required reserve or replacement fund allocated to the issue for any period after the earlier of (a) the close of the 2-year period that begins on the Issuance Date or (b) the date the construction of the Projects financed by the issue is substantially completed. If the issue consists of a New Money Portion and a Refunding Portion and the New Money Portion is a Construction Issue, this definition shall be applied by substituting “New Money Portion” for “issue” each place the latter term appears. If the issue or the New Money Portion, as applicable, is not a Construction Issue, and the Issuer makes the election under Regulations §1.148-7(j)(1) and Section 148(f)(4)(C)(v) to treat the issue or the New Money Portion as two separate issues consisting of the Construction Portion and the Nonconstruction Portion, this definition shall be applied by substituting “Construction Portion” for “issue” each place the latter term appears. “Bifurcated Issue” means a New Money Issue or the New Money Portion of a Multipurpose Issue that the Issuer, pursuant to Section 148(f)(4)(C)(v) and Regulations §1.148-7(j), has elected in its Tax Compliance Certificate to bifurcate into a Construction Portion and a Nonconstruction Portion. “Bond Counsel’s Opinion” means an opinion or opinions of a nationally recognized bond counsel firm whose opinion is given with respect to the Issue when issued, or its successors or other nationally recognized bond counsel appointed by the Issuer. “Bond Year” means the annual period relevant to the application of Section 148(f) to the issue, except that the first and last Bond Years may be less than 12 months long. The last day of a Bond Year shall be the close of business on the day preceding the anniversary of the Issuance Date of the issue unless the Issuer selects another date on which to end a Bond Year in the manner permitted by the Code. “Computation Date” means each date on which the Rebate Amount for an issue is required to be computed under Regulations §1.148-3(e). In the case of a Fixed Yield Issue, the first Computation Date shall not be later than 5 years after the Issuance Date of the issue. Subsequent Computation Dates shall be not later than 5 years after the immediately preceding Computation Date for which an installment payment of the Rebate Amount was paid. In the case of a Variable Yield Issue, the first Computation Date shall be the last day of any Bond Year irrevocably selected by the Issuer ending on or before the fifth anniversary of the Issuance Date of such issue and Marana Regular Council Meeting 08/07/2018 Page 203 of 237 A-1-3 subsequent Computation Dates shall be the last day of each Bond Year thereafter or each fifth Bond Year thereafter, whichever is irrevocably selected by the Issuer after the first date on which any portion of the Rebate Amount is required to be paid to the United States. The final Computation Date is the date an issue is retired. “Construction Expenditures” means Capital Expenditures allocable to the cost of real property (including the construction or making of improvements to real property, but excluding acquisitions of interests in land or other existing real property) or constructed personal property within the meaning of Regulations §1.148-7(g). “Construction Issue” means an issue at least 75 percent of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property which is or is to be owned by a Governmental Unit or a 501(c)(3) Organization. If an election has been made in the Issuer’s Tax Compliance Certificate to bifurcate an issue or the New Money Portion, the Construction Portion (i.e., that portion of the issue or the New Money Portion which satisfies the 75 percent test stated in the preceding sentence and which finances 100% of the Construction Expenditures) is treated as the Construction Issue and the balance of the issue or the New Money Portion is treated as the Nonconstruction Portion. “Fixed Yield Issue” means an issue of obligations the Yield on which is fixed and determinable on the Issuance Date. “Future Value” means the value of a Payment or Receipt at the end of a period determined using the economic accrual method as the value of that Payment or Receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the Yield on the Issue, using the same compounding interval and financial conventions that were used to compute that Yield. “Guaranteed Investment Contract” means any Nonpurpose Investment that has specifically negotiated withdrawal or retirement provisions and a specifically negotiated interest rate and any agreement to supply investments on two or more future dates (e.g., a forward supply contract). “Multipurpose Issue” means an issue that consists of a Refunding Portion and a New Money Portion. “Payment” means payments actually or constructively made to acquire Nonpurpose Investments, as specified in Regulations §1.148-3(d)(1)i) through (v). “Qualified Administrative Costs” means the reasonable, direct administrative costs, other than carrying costs, of purchasing or selling Nonpurpose Investments such as separately stated brokerage or selling commissions. Qualified Administrative Costs do not include legal and accounting fees, recordkeeping, custody, and similar costs, general overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount. In general, Qualified Administrative Costs are not reasonable unless they are comparable to administrative costs that would be charged for the same investment or Marana Regular Council Meeting 08/07/2018 Page 204 of 237 A-1-4 a reasonably comparable investment if acquired with a source of funds other than Gross Proceeds of Tax-Exempt Obligations. “Reasonable Retainage” means an amount, not to exceed 5% of the Net Sale Proceeds of the Issue, that is retained for reasonable business purposes relating to the property financed with Proceeds of the Issue. For example, Reasonable Retainage may include a retention to ensure or promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the Issuer reasonably determines that a dispute exists regarding completion or payment. “Rebate Analyst” means an independent individual, firm or entity experienced in the computation of the Rebate Amount pursuant to Section 148(f) of the Code. “Receipt” means amounts actually or constructively received from Nonpurpose Investments as specified in Regulations §1.148-3(d)(2)(i) through (iii). “Variable Yield Issue” means any issue that is not a Fixed Yield Issue. “Yield Period” means, in the case of the first Yield Period, the period that commences on the Issuance Date and ends at the close of business on the first Computation Date and, in the case of each succeeding Yield Period, the period that begins immediately after the end of the immediately preceding Yield Period and ends at the close of business on the next succeeding Computation Date. PART II: EXCEPTIONS TO REBATE SECTION 2.01. SPENDING EXCEPTIONS. The rebate requirements with respect to the Issue are deemed to have been satisfied if any one of three spending exceptions (the 6-Month, the 18-Month, or the 2-Year Spending Exception, collectively, the “Spending Exceptions”) is satisfied. The Spending Exceptions are each independent exceptions. The Issue need not meet the requirements of any other exception in order to use any one of the three exceptions. For example, a Construction Issue may qualify for the 6-Month Spending Exception or the 18-Month Spending Exception even though the Issuer makes one or more elections under the 2-Year Exception with respect to the Issue. The following rules apply for purposes of all of the Spending Exceptions except as otherwise noted. Refunding Issues. The only spending exception available for a Refunding Issue4 is the 6-Month Spending Exception. 4. For purposes of these Instructions, references to “Refunding Issue” include the Refunding Portion of a Multipurpose Issue. Marana Regular Council Meeting 08/07/2018 Page 205 of 237 A-1-5 Special Transferred Proceeds Rules. In applying the Spending Exceptions to a Refunding Issue, unspent Proceeds of the Prior Issue that become Transferred Proceeds of the Refunding Issue are ignored. If the Prior Issue satisfies one of the rebate Spending Exceptions, the Proceeds of the Prior Issue that are excepted from rebate under that exception are not subject to rebate either as Proceeds of the Prior Issue or as Transferred Proceeds of the Refunding Issue. However, if the Prior Issue does not satisfy any of the Spending Exceptions and is not otherwise exempt from rebate, the Transferred Proceeds from the Prior Issue will be subject to rebate, even if the Refunding Issue satisfies the 6-Month Spending Exception. The Rebate Amount will be calculated on the Transferred Proceeds on the basis of the Yield of the Prior Issue up to each transfer date and on the basis of the Yield of the Refunding Issue after each transfer date. Application of Spending Exceptions to a Multipurpose Issue. If the Issue is a Multipurpose Issue, the Refunding Portion and the New Money Portion are treated for purposes of the rebate Spending Exceptions as separate issues. Thus, the Refunding Portion is eligible to use only the 6-Month Spending Exception. The New Money Portion is eligible to use any of the three Spending Exceptions. Expenditures for Governmental Purposes of the Issue. Each of the spending exceptions requires that expenditures of Gross Proceeds be for the governmental purposes of the Issue. These purposes include payment of interest (but not principal) on the Issue. SECTION 2.02. 6-MONTH SPENDING EXCEPTION. The Issue will be treated as satisfying the rebate requirements if all of the Gross Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue within the 6-month period beginning on the Issuance Date and the Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or a Bona Fide Debt Service Fund if and to the extent that such Fund is subject to rebate (see footnote 3) is timely paid to the United States. If no bond of the Issue is a Private Activity Bond (other than a Qualified 501(c)(3) Bond) or a tax or revenue anticipation bond, the 6-month period is extended for an additional 6 months if the unexpended Gross Proceeds of the Issue at the end of the 6-month period do not exceed the lesser of 5% of the Proceeds of the Issue or $100,000. For purposes of the 6-Month Spending Exception, Gross Proceeds required to be spent within 6 months do not include amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue. Marana Regular Council Meeting 08/07/2018 Page 206 of 237 A-1-6 SECTION 2.03. 18-MONTH SPENDING EXCEPTION. The Issue (or the New Money Portion if the Issue is a Multipurpose Issue) is treated as satisfying the rebate requirement if the conditions set forth in (A), (B) and (C) are satisfied. (A) All of the Gross Proceeds of the Issue (excluding amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue) are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: (1) at least 15% within 6 months; (2) at least 60% within 12 months; and (3) 100% within 18 months, subject to the Reasonable Retainage exception described below. (B) The Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund for the Issue, to the extent such Fund is subject to rebate (see footnote 3), is timely paid to the United States. And, (C) The Gross Proceeds of the Issue qualify for the initial 3-year Temporary Period. If the only unspent Gross Proceeds at the end of the 18th month are Reasonable Retainage, the requirement that 100% of the Gross Proceeds be spent by the end of the 18th month is treated as met if the Reasonable Retainage, and all earnings thereon, are spent for the governmental purposes of the Issue within 30 months of the Issuance Date. For purposes of determining whether the spend-down requirements have been met as of the end of each of the first two spending periods, the amount of Investment Proceeds that the Issuer reasonably expects as of the Issuance Date to earn on the Sale Proceeds and Investment Proceeds of the Issue during the 18-month period are included in Gross Proceeds of the Issue. The final spend-down requirement includes actual Investment Proceeds for the entire 18 months. The 18-Month Spending Exception does not apply to the Issue (or the New Money Portion, as applicable) if any portion of the Issue (or New Money Portion) is treated as meeting the rebate requirement under the 2-Year Spending Exception discussed below. This rule prohibits use of the 18-Month Spending Exception for the Nonconstruction Portion of a Bifurcated Issue. The only Spending Exception available for the Nonconstruction Portion of a Bifurcated Issue is the 6-Month Spending Exception. Marana Regular Council Meeting 08/07/2018 Page 207 of 237 A-1-7 SECTION 2.04. 2-YEAR SPENDING EXCEPTION FOR CERTAIN CONSTRUCTION ISSUES. (A) In general. A Construction Issue no bond of which is a Private Activity Bond (other than a Qualified 501(c)(3) Bond or a Bond that finances property to be owned by a Governmental Unit or a 501(c)(3) Organization) is treated as satisfying the rebate requirement if the Available Construction Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: (1) at least 10% within 6 months; (2) at least 45% within 1 year; (3) at least 75% within 18 months; and (4) 100% within 2 years, subject to the Reasonable Retainage exception described below. Amounts in a Bona Fide Debt Service Fund or a reasonably required reserve or replacement fund for the Issue are not treated as Gross Proceeds for purposes of the expenditure requirements. However, unless the Issuer has elected otherwise in the Tax Compliance Certificate, earnings on amounts in a reasonably required reserve or replacement fund for the Issue are treated as Available Construction Funds during the 2-year period and therefore must be allocated to expenditures for the governmental purposes of the Issue. If the Issuer elected in the Tax Compliance Certificate to exclude from Available Construction Proceeds the Investment Proceeds or earnings on a reasonably required reserve or replacement fund for the Issue during the 2-year spend-down period, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings from the Issuance Date must be timely paid to the United States. If the election is not made, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings after the earlier of the date construction is substantially completed or 2 years after the Issuance Date must be timely paid to the United States. The Rebate Amount, if any, with respect to earnings on amounts in a Bona Fide Debt Service Fund must be timely paid to the extent such Fund is subject to the rebate requirements (see footnote 3). The Issue does not fail to satisfy the spending requirement for the fourth spend-down period (i.e., 100% within 2 years of the Issuance Date) if the only unspent Available Construction Proceeds are amounts for Reasonable Retainage if such amounts (together with all earnings on such amounts) are allocated to expenditures within 3 years of the Issuance Date. For purposes of determining whether the spend-down requirements have been met as of the end of each of the first 3 spend-down periods, Available Construction Proceeds include the amount of Investment Proceeds or earnings that the Issuer reasonably expected as of the Issuance Date to earn during the 2-year period. For purposes of satisfying the final spend-down requirement, Marana Regular Council Meeting 08/07/2018 Page 208 of 237 A-1-8 Available Construction Proceeds include actual Investment Proceeds or earnings from the Issuance Date through the end of the 2-year period. Available Construction Proceeds do not include Gross Proceeds used to pay Issuance Costs financed by the Issue, but do include earnings on such Proceeds. Thus, an expenditure of Gross Proceeds to pay Issuance Costs does not count toward meeting the spend-down requirements, but expenditures of earnings on such Gross Proceeds to pay Issuance Costs do count. (B) 1½% penalty in lieu of rebate for Construction Issues. If the Issuer elected in the Tax Compliance Certificate for a Construction Issue, or for the Construction Portion of a Bifurcated Issue, to pay a 1½% penalty in lieu of the Rebate Amount on Available Construction Proceeds in the event that the Construction Issue fails to satisfy any of the spend-down requirements, the 1½% penalty is calculated separately for each spend-down period, including each semi-annual period after the end of the fourth spend-down period until all Available Construction Proceeds have been spent. The penalty is equal to 0.015 times the underexpended Proceeds as of the end of the applicable spend-down period. The fact that no arbitrage is in fact earned during such spend-down period is not relevant. The Rebate Amount with respect to Gross Proceeds other than Available Construction Proceeds (e.g., amounts in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund, to the extent subject to rebate (see footnote 3)) must be timely paid. PART III: COMPUTATION AND PAYMENT. SECTION 3.01. COMPUTATION AND PAYMENT OF REBATE AMOUNT. If none of the Spending Exceptions described above is satisfied (and if the 1-1/2% penalty election for a Construction Issue or the Construction Portion of a Bifurcated Issue has not been made), then within 45 days after each Computation Date, the Issuer shall compute, or cause to be computed, the Rebate Amount as of such Computation Date. The first Computation Date is a date selected by the Issuer, but shall be not later than 5 years after the Issuance Date. Each subsequent Computation Date shall end 5 years after the previous Computation Date except that, in a Variable Yield Issue, the Issuer may select annual Yield Periods. The final Computation Date shall be the date the last obligation of the Issue matures or is finally discharged. Within 60 days after each Computation Date (except the final Computation Date), the Issuer shall pay to the United States not less than 90% of the Rebate Amount, if any, computed as of such Computation Date. Within 60 days after the final Computation Date, the Issuer shall pay to the United States 100% of the Rebate Amount, if any, computed as of the final Computation Date. In computing the Rebate Amount, a computation credit of $1,000 may be taken into account on the last day of each Bond Year to the Computation Date during which there are unspent Gross Proceeds that are subject to the rebate requirement, and on the final maturity date. If the operative documents pertaining to the Issue establish a Rebate Fund and require the computation of the Rebate Amount at the end of each Bond Year, the Issuer shall calculate, or cause to be calculated, within 45 days after the end of each Bond Year the Rebate Amount, taking into account the computation credit of $1,000 for each Bond Year. Within 50 days after the end of Marana Regular Council Meeting 08/07/2018 Page 209 of 237 A-1-9 each Bond Year, if the Rebate Amount is positive, the Issuer shall deposit in the Rebate Fund such amount as will cause the amount on deposit therein to equal the Rebate Amount, and may withdraw any amount on deposit in the Rebate Fund in excess of the Rebate Amount. Payments of the Rebate Amount to the Internal Revenue Service on a Computation Date shall be made first from amounts on deposit in the Rebate Fund and second from other amounts specified in the operative documents. Each payment of the Rebate Amount or portion thereof shall be payable to the Internal Revenue Service and shall be made to the Internal Revenue Service Center, Ogden, UT 84201 by certified mail. Each payment shall be accompanied by Internal Revenue Service Form 8038-T and any other form or forms required to be submitted with such remittance. SECTION 3.02. BOOKS AND RECORDS. (A) The Issuer or Trustee, as applicable, shall keep proper books of record and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application of the Gross Proceeds of the Issue. Such records shall specify the account or fund to which each Nonpurpose Investment (or portion thereof) held by the Issuer or Trustee is to be allocated and shall set forth as to each Nonpurpose Investment (1) its purchase price, (2) identifying information, including par amount, interest rate, and payments dates, (3) the amount received at maturity or its sales price, as the case may be, including accrued interest, (4) the amounts and dates of any payments made with respect thereto, and (5) the dates of acquisition and disposition or maturity. The Issuer, Trustee, or Rebate Analyst, as applicable, shall retain the records of all calculations and payments of the Rebate Amount until six years after the retirement of the last obligation that is a part of the Issue. SECTION 3.03. FAIR MARKET VALUE. No Nonpurpose Investment shall be acquired 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. The fair market value of any Nonpurpose Investment shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in an arms-length transaction. Fair market value generally is determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding (i.e., the trade date rather than the settlement date). Except as otherwise provided in this Section, a Nonpurpose Investment that is not of a type traded on an established securities market (within the meaning of Section 1273 of the Code) is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. (A) Obligations purchased directly from the Treasury. The fair market value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price. Marana Regular Council Meeting 08/07/2018 Page 210 of 237 A-1-10 (B) Safe harbor for Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment Contract shall be treated as its fair market value on the purchase date if all the following conditions are met: (1) The Issuer or broker makes a bona fide solicitation for a specified Guaranteed Investment Contract and receives at least three bona fide bids from reasonably competitive providers (of Guaranteed Investment Contracts) that have no material financial interest in the Issue. (2) The Issuer purchases the highest-yielding Guaranteed Investment Contract for which a qualifying bid is made (determined net of broker’s fees); (3) The Yield on the Guaranteed Investment Contract (determined net of broker’s fees) is not less than the Yield then available from the provider on reasonably comparable Guaranteed Investment Contracts, if any, offered to other persons from a source of funds other than Gross Proceeds of Tax-Exempt Obligations; (4) The determination of the terms of the Guaranteed Investment Contract takes into account as a significant factor the Issuer’s reasonably expected drawdown schedule for the amounts to be invested, exclusive of amounts deposited in a Bona Fide Debt Service Fund and a reasonably required reserve or replacement fund; (5) The terms of the Guaranteed Investment Contract, including collateral security requirements, are reasonable; and (6) The obligor on the Guaranteed Investment Contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the Guaranteed Investment Contract. (C) Safe harbor for certificates of deposit. The purchase price of a certificate of deposit shall be treated as its fair market value on the purchase date if all of the following requirements are met: (1) The certificate of deposit has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal; and (2) The Yield on the certificate of deposit is not less than (a) the Yield on reasonably comparable direct obligations of the United States, or (b) the highest Yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. Certificates evidencing the foregoing requirements should be obtained before purchasing any Guaranteed Investment Contract or certificate of deposit. Marana Regular Council Meeting 08/07/2018 Page 211 of 237 A-1-11 SECTION 3.04. CONSTRUCTIVE SALE/PURCHASE. (A) Nonpurpose Investments that are held by the Issuer or Trustee as of any Computation Date (or Bond Year if the computations are required to be done annually) shall be treated for purposes of computing the Rebate Amount as of such date as having been sold for their fair market value as of such date. Investment Property which becomes allocated to Gross Proceeds of the Issue on a date after such Investment Property has actually been purchased shall be treated for purposes of the rebate requirements as having been purchased by the Issuer on such date of allocation at its fair market value on such date. (B) For purposes of constructive or deemed sales or purchases of Investment Property (other than Investment Property in the Escrow Fund or that is otherwise not invested for a Temporary Period or is not part of a reasonably required reserve or replacement fund for the Issue) must be valued at its fair market value on the date of constructive or deemed sale or purchase (C) Except as set forth in (B), fixed rate Investment Property that is (1) issued with not more than 2% of original issue discount or original issue premium, (2) issued with original issue premium that is attributable exclusively to reasonable underwriters’ compensation or (3) acquired with not more than 2% of market discount or market premium, may be treated as having a fair market value equal to its outstanding stated principal amount, plus accrued interest. Fixed rate Investment Property also may be treated as having a fair market value equal to its present value. SECTION 3.05. ADMINISTRATIVE COSTS. (A) Administrative costs shall not be taken into account in determining the payments for or receipts from a Nonpurpose Investment unless such administrative costs are Qualified Administrative Costs. Thus, administrative costs or expenses paid, directly or indirectly, to purchase, carry, sell, or retire Nonpurpose Investments generally do not increase the Payments for, or reduce the Receipts from, Nonpurpose Investments. (B) Qualified Administrative Costs are taken into account in determining the Payments and Receipts on Nonpurpose Investments and thus increase the Payments for, or decrease the Receipts from, Nonpurpose Investments. In the case of a Guaranteed Investment Contract, a broker’s commission or similar fee paid on behalf of either the Issuer or the provider is an administrative cost that is not a Qualified Administrative Cost to the extent that the present value (computed using the taxable discount rate used by the parties to compute the commission or, if not readily ascertainable, a reasonable taxable discount rate) of the commission, as of the date the contract is purchased, exceeds the present value of annual payments equal to 0.05 percent of the weighted average amount reasonably expected to be invested each year during the term of such contract. Marana Regular Council Meeting 08/07/2018 Page 212 of 237 A-1-12 PART IV: COMPLIANCE AND AMENDMENT SECTION 4.01. COMPLIANCE. The Issuer, Trustee or Rebate Analyst, as applicable, shall take all necessary steps to comply with the requirements of these Instructions in order to ensure that interest on the Issue is excluded from gross income for federal income tax purposes under Section 103(a) of the Code. However, compliance shall not be required in the event and to the extent stated therein the Issuer and the Trustee receive a Bond Counsel’s Opinion that either (A) compliance with such requirement is not required to maintain the exclusion from gross income for federal income tax purposes of interest on the Issue, or (B) compliance with some other requirement in lieu of such requirement will comply with Section 148(f) of the Code, in which case compliance with the other requirement specified in the Bond Counsel’s Opinion shall constitute compliance with such requirement. SECTION 4.02. LIABILITY. If for any reason any requirement of these Instructions is not complied with, the Issuer and the Trustee, if applicable, shall take all necessary and desirable steps to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence. The Trustee shall have no duty or responsibility to independently verify any of the Issuer’s, or the Rebate Analyst’s, calculations with respect to the payments of the Rebate Amount due and owing to the United States. Under no circumstances whatsoever shall the Trustee be liable to the Issuer, any bondholder or any other person for any inclusion of the interest on the Issue in gross income for federal income tax purposes, or any claims, demands, damages, liabilities, losses, costs or expenses resulting therefrom or in any way connected therewith, so long as the Trustee acts only in accordance with these Instructions and the operative documents pertaining to the Issue. (End of Attachment A-1) Marana Regular Council Meeting 08/07/2018 Page 213 of 237 The 8038G will be prepared when $50,000 of loan has been disbursed Marana Regular Council Meeting 08/07/2018 Page 214 of 237 LOAN AGREEMENT STANDARD TERMS AND CONDITIONS Water Infrastructure Finance Authority of Arizona Marana Regular Council Meeting 08/07/2018 Page 215 of 237 TABLE OF CONTENTS Page PHOENIX/562066.2 i ARTICLE 1 COVENANTS OF THE LOCAL BORROWER RELATING TO THE SYSTEM AND THE PROJECT ...................................................................................................................................................... 1 Section 1.1 Operation and Maintenance of System ....................................................................................... 1 Section 1.2 Additions and Modifications ...................................................................................................... 1 Section 1.3 Disposition of Project and System .............................................................................................. 1 Section 1.4 Cost of Project ............................................................................................................................ 1 ARTICLE 2 ADDITIONAL COVENANTS OF THE LOCAL BORROWER .......................................................... 2 Section 2.1 Unconditional Obligations .......................................................................................................... 2 Section 2.2 Performance Under Loan Agreement ......................................................................................... 2 Section 2.3 Disclaimer of Warranties ............................................................................................................ 2 Section 2.4 Loan Repayments; Prepayments; Adjustments; Late Charges ................................................... 2 Section 2.5 Source of Repayment of Local Borrower’s Obligations and Pledge .......................................... 3 Section 2.6 Insurance .................................................................................................................................... 3 Section 2.7 No Liens ..................................................................................................................................... 3 Section 2.8 Disadvantaged Business Enterprises .......................................................................................... 3 ARTICLE 3 REPRESENTATIONS OF LOCAL BORROWER ................................................................................ 5 Section 3.1 Organization and Authority ........................................................................................................ 5 Section 3.2 Full Disclosure ........................................................................................................................... 5 Section 3.3 Pending Litigation ...................................................................................................................... 5 Section 3.4 Compliance with Existing Laws and Agreements ...................................................................... 6 Section 3.5 No Defaults................................................................................................................................. 6 Section 3.6 Governmental Consent ............................................................................................................... 6 Section 3.7 Compliance with Law ................................................................................................................. 6 ARTICLE 4 ASSIGNMENT ....................................................................................................................................... 7 Section 4.1 Assignment and Transfer by Authority ...................................................................................... 7 Section 4.2 Assignment by Local Borrower .................................................................................................. 7 ARTICLE 5 DEFAULTS AND REMEDIES.............................................................................................................. 7 Section 5.1 Events of Default ........................................................................................................................ 7 Section 5.2 Notice of Default ........................................................................................................................ 8 Section 5.3 Remedies on Default .................................................................................................................. 8 Section 5.4 Attorney’s Fees and Other Expenses .......................................................................................... 8 Section 5.5 Application of Moneys ............................................................................................................... 8 Section 5.6 No Remedy Exclusive; Waiver; Notice ...................................................................................... 8 Section 5.7 Retention of Authority’s Rights ................................................................................................. 9 Section 5.8 Default by the Authority ............................................................................................................. 9 Marana Regular Council Meeting 08/07/2018 Page 216 of 237 TABLE OF CONTENTS (continued) Page PHOENIX/562066.2 ii ARTICLE 6 PROVISIONS APPLICABLE TO LOANS FINANCED BY OR PLEDGED TO SECURE AUTHORITY BONDS ................................................................................................................................. 9 Section 6.1 General ....................................................................................................................................... 9 Section 6.2 Tax Covenants ............................................................................................................................ 9 Section 6.3 Third Party Beneficiaries .......................................................................................................... 10 Section 6.4 Additional Documents Relating to Authority Bonds ................................................................ 10 Section 6.5 Disclosure Regarding Authority Bonds .................................................................................... 10 Section 6.6 Assignment and Transfer by Authority to Trustee ................................................................... 11 Section 6.7 Conditions to Assignment by Local Borrower ......................................................................... 11 Section 6.8 Sale or Other Disposition of Project or System ........................................................................ 12 Section 6.9 Deficiencies Under Bond Documents Caused by Failure to Make Loan Repayment .............. 12 Section 6.10 Indemnification ...................................................................................................................... 12 Section 6.11 Compliance with Master Trust Indenture ............................................................................... 12 Section 6.12 Provisions Relating to Default ................................................................................................ 12 Section 6.13 Tax Compliance Certificate .................................................................................................... 13 ARTICLE 7 MISCELLANEOUS ............................................................................................................................. 13 Section 7.1 Binding Effect .......................................................................................................................... 13 Section 7.2 Severability ............................................................................................................................... 13 Section 7.3 Amendments, Supplements and Modifications ........................................................................ 13 Section 7.4 Execution in Counterparts ........................................................................................................ 13 Section 7.5 Captions .................................................................................................................................... 13 Section 7.6 Further Assurances ................................................................................................................... 13 Section 7.7 State of Arizona Contract Provisions ....................................................................................... 13 ARTICLE 8 DEFINITIONS...................................................................................................................................... 15 Section 8.1 Definitions ................................................................................................................................ 15 Section 8.2 Rules of Interpretation .............................................................................................................. 18 ARTICLE 9 LIST OF FEDERAL LAWS AND AUTHORITIES ............................................................................ 18 Marana Regular Council Meeting 08/07/2018 Page 217 of 237 PHOENIX/562066.2 This document sets forth Standard Terms and Conditions applicable to the Loan made by the WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA (the “Authority”) to the Local Borrower. These Standard Terms and Conditions are a part of the Loan Agreement to which this document is attached. Certain terms used herein are defined in Article 8. Article 1 Covenants of the Local Borrower Relating to the System and the Project. Section 1.1 Operation and Maintenance of System. The Local Borrower covenants and agrees that it shall, in accordance with prudent utility practice, (a) at all times operate the properties of the System and any business in connection therewith in an efficient manner, (b) maintain the System in good repair, working order and operating condition, and (c) from time to time make all necessary and proper repairs, renewals, replacements, additions, betterments and improvements with respect to the System so that at all times the operations carried on in connection therewith shall be properly and advantageously conducted from revenues of the System or, if the Local Borrower so elects, from any other source of funds lawfully available. Section 1.2 Additions and Modifications. The Local Borrower may make any additions, renewals, replacements, modifications or improvements to the System which it deems desirable and which do not materially reduce the operational integrity of any part of the System. All such renewals, replacements, additions, modifications and improvements shall become a part of the System. Section 1.3 Disposition of Project and System. (a) The Local Borrower shall not sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System except upon compliance with the provisions of this Section; provided, however that the requirements of this Section shall not apply to transactions which are capit al leases within the meaning of generally accepted accounting principles to finance expansion or improvement of the System and under which the Local Borrower maintains a purchaser’s interest or other beneficial ownership, use, possession and control of the System so long as no default exists. (b) The Local Borrower may sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System if the Local Borrower shall give at least ninety (90) days’ prior written notice to the Authority of the proposed transaction, and the Authority gives its written consent which shall not be unreasonably withheld. The Local Borrower understands that the Authority, in determining whether or not to give its consent, must determine that the proposed transaction will not adversely affect the Authority’s ability to meet its duties, covenants, obligations and agreements or conditions of any grant received by the Authority or the State from the United States of America, which is related to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act, as amended, and the Federal Safe Drinking Water Act, as amended. (c) Notwithstanding the provisions of subsection (b) above, the Local Borrower may sell, lease or otherwise dispose of, any of the property comprising part of the System without prior notice to or the consent of the Authority, other than the Project, in either of the following circumstances: (i) If the Local Borrower determines that such property is not necessary, useful or profitable to the operation of the System; or (ii) If the value of such property sold, leased or otherwise disposed of in any one year is equal to not more than 5% of the value of the fixed assets of the System. Section 1.4 Cost of Project. The Local Borrower certifies that the estimated Eligible Project Costs as listed in Section 1 of Exhibit B is a reasonable and accurate estimation of the Eligible Project Costs and, upon the direction of the Authority the Local Borrower will supply the Authority with a certificate from its engineer stating that such estimated Eligible Project Costs is a reasonable and accurate estimation. Marana Regular Council Meeting 08/07/2018 Page 218 of 237 PHOENIX/562066.2 2 Article 2 Additional Covenants of the Local Borrower Section 2.1 Unconditional Obligations. The obligation of the Local Borrower to make the Loan Repayments and the obligation to perform and observe the other duties, covenants, obligations and agreements on its part described herein are payable solely from the Source of Repayment described in this Loan Agreement and shall be absolute and unconditional and shall not be abated, rebated, set-off, reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner or to any exten t whatsoever, while any payments hereunder remain unpaid, regardless of any contingency, act of God, event or cause whatsoever, including (without limitation) any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, the taking by eminent domain or destruction of or damage to the Project or the System, commercial frustration of the purpose, any change in the laws of the United States of America or of the State or any political subdivision of either or in the rules or regulations of any governmental authority, any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Project or this Loan Agreement, or any rights of set-off, recoupment, abatement or counterclaim that the Local Borrower might otherwise have against the Authority or any other party or parties; provided, however, that payments under this Loan Agreement shall not constitute a waiver of any such rights. The Local Borrower shall not be obligated to make any payments required to be made by any other local borrowers under separate loan agreements or local borrower bonds. Notwithstanding any other provision of this Section 2.1, or this Loan Agree ment, neither the Authority, nor any assignee of the Authority shall have the right or ability to compel the repayment of this Loan Agreement from any source other than the Source of Repayment. Section 2.2 Performance Under Loan Agreement. The Local Borrower covenants and agrees (a) to maintain the System in good repair and operating condition; (b) to cooperate with the Authority to the extent it may lawfully do so, in the observance and performance of the respective duties, covenants, obligations and agre ements of such Local Borrower and the Authority under this Loan Agreement; and (c) to comply with the covenants set forth in this Loan Agreement. Section 2.3 Disclaimer of Warranties. The Local Borrower acknowledges and agrees that (i) the Authority makes no warranty or representation, either express or implied as to the value, design, condition, merchantability or fitness for particular purpose or fitness for any use of the System or the Project or any portions thereof or any other warranty or representation with respect thereto; (ii) in no event shall the Authority or its respective agents be liable or responsible for any direct, incidental, indirect, special or consequential damages in connection with or arising out of this Loan Agreement or the Project or the existence, furnishing, functioning or use of the System or the Project; and (iii) are not intended to and shall not be construed as a waiver of any defense or limitation on damages provided for under and pursuant to the laws of the United States or of the State. Section 2.4 Loan Repayments; Prepayments; Providing for Payment of the Loan. (a) Loan Repayments. (i) The Local Borrower shall pay to the Authority the amounts set forth in the Loan Repayment Schedule contained in Exhibit A on or before the due dates shown in Exhibit A. (ii) Each payment made as a Loan Repayment as described in subsection (i) shall be applied first to the combined interest and fee payment then due and payable on the Loan and then to the principal amount of the Loan. (iii) In addition to the other payments required by this Section, the Local Borrower shall pay a late charge for any payment that is received by the Authority later than the tenth day following its due date, in an amount equal to six percent per annum of the amount of the late payment from its due date to the date it is actually paid; provided, however, that the combined interest and fee rate payable on the Loan including such late charge shall not be in excess of the maximum rate permitted by law or any proceedings or resolution authorizing the execution of this Loan Agreement. Marana Regular Council Meeting 08/07/2018 Page 219 of 237 PHOENIX/562066.2 3 (iv) Upon the final disbursement, if the Loan amount is less than the estimated Eligible Project Costs, the amount of each Principal Installment due as set forth in the Loan Repayment Sc hedule contained in Exhibit A shall be adjusted to achieve substantially level debt service, and the Authority shall compute the adjusted combined interest and fee amounts to reflect the adjusted principal amounts and shall enter the results in a revised Loan Repayment Schedule delivered to the Local Borrower. (b) Prepayments. The Loan is not subject to prepayment prior to the tenth anniversary of the final loan draw. The Local Borrower may prepay the Principal Repayment Amount of the Loan in whole or in part in advance of the due dates on or after the tenth anniversary of the final loan draw without penalty upon written notice delivered to the Authority at least 60 days prior to the prepayment date. If the Local Borrower prepays the Repayment Principal Amount in part, the amount of each Principal Installment due as set forth in the Loan Repayment Schedule contained in Exhibit A shall be adjusted to achieve substantially level debt service. Upon such adjustment, the Authority shall compute the adjusted combined interest and fees amounts to reflect the adjusted principal amounts and shall enter the results in the Loan Repayment Schedule with notice to the Local Borrower. (c) Providing for Payment of the Loan. The Local Borrower may at any time provide for the payment and discharge of the Loan, as provided in this subsection. The Loan shall be deemed to have been paid and discharged if: (i) the Local Borrower has delivered to the Authority proof satisfactory to the Authority that the Local Borrower has deposited with a financial institution acceptable to the Authority, in trust for and irrevocably committed to payments on the Loan, cash or non-callable direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of Treasury of the United States of America) and obligations of any agency or instrumentality of the United States of America the timely payment of the principal of and interest on which are unconditionally guaranteed by the United States of America, which are of such maturities and interest payment dates, and bear such interest, as will be sufficient together with any moneys also deposited, without further investment or reinvestment of either the principal amount or the interest earnings (which earnings are to be held likewise in trust and so committed), to pay all the amounts due under the Loan, as set forth in the Loan Repayment Schedule contained in Exhibit A, as evidenced in a report of an independent firm of nationally recognized certified public accountants addressed to and delivered to the Authority; and (ii) the Authority has received a bond counsel opinion (as described in Section 6.2(b) and (c) below) to the effect that the deposit of funds and the investment of such deposit, as described in the preceding paragraph, will not, by itself, adversely affect the exclusion from gross income of interest on the Loan or any Authority Bonds for federal income tax purposes. Section 2.5 Source of Repayment of Local Borrower’s Obligations and Pledge. The Local Borrower irrevocably pledges the Source of Repayment described in this Loan Agreement for the punctual payment of all amounts due under the Loan Agreement. The Authority and the Local Borrower agree that the amounts payable by the Local Borrower under this Loan Agreement are payable solely from the Source of Repayment described in this Loan Agreement and are not payable from any other source whatsoever, unless the Local Borrower chooses to pay, and pays, any amount due hereunder from any other source lawfully available to it. Section 2.6 Insurance. The Local Borrower shall maintain or cause to be maintained in force, insurance policies with responsible insurers or self-insurance programs or through membership in a risk retention pool, including, but not limited to, the Arizona Municipal Risk Retention Pool (in accordance with the Local Borrower’s customary practices) providing against risk of direct physical loss, damage or destruction of the Project and the System, at least to the extent that similar insurance is usually carried by utilities constructing, operating and maintaining system facilities of the nature of the System, including liability coverage, all to the extent available at reasonable cost. Section 2.7 No Liens. Except for: (a) the debt service on any future bonds, notes or other evidence of indebtedness of the Local Borrower issued or contractual obligations incurred in accordance with this Loan Agreement payable from the funds pledged to the payment of this Loan Agreement which are on parity with the lien and charge on the funds so pledged to pay this Loan Agreement and Marana Regular Council Meeting 08/07/2018 Page 220 of 237 PHOENIX/562066.2 4 (b) as provided in Exhibit D of this Loan Agreement, the debt service on currently outstanding bonds, notes or evidences of indebtedness or contractual obligations of the Local Borrower, if any, payable from the Source of Repayment described in Exhibit D of this Loan Agreement which the Local Borrower has disclosed to the Authority in writing, the funds so pledged as described in this Loan Agreement after the payment of all costs of operating and maintaining the System, are and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto which are prior to, or of equal rank with, the obligation of the Local Borrower to pay this Loan Agreement, and all corporate or other action on the part of the Local Borrower to that end has been and will be duly and validly taken. Section 2.8 Disadvantaged Business Enterprises. As applicable, the Local Borrower shall comply with 40 C.F.R Part 331including but not limited to: Local Borrowers and their prime contractors must follow, document, and maintain documentation of their good faith efforts as listed below to ensure that Disadvantage Business Enterprises (DBEs) have the opportunity to participate in the project by increasing DBE awareness of procurement efforts and outreach. (a) Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities; including placing DBEs on solicitation lists and soliciting them whenever they are potential sources. (b) Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by DBEs in the competitive process. This includes, whenever possible, posting solicitation for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date. (c) Consider in the contracting process whether firms competing for large contracts could be subcontracted with DBEs. This will include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. (d) Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle individually. (e) Use the services and assistance of the Small Business Administration and the Minority Busines s Development Agency of the U. S. Department of Commerce. (f) If the prime contractor awards subcontracts, require the prime contractor to take the steps in sections (a) through (e) above. These conditions must be included in all procurement contracts entered into by the Local Borrower for all DWRF and CWRF projects: (a) The prime contractor must pay its subcontractor for satisfactory performance no more than 30 days from the prime contractor’s receipt of payment from the owner. (b) The prime contractor must notify the owner in writing prior to the termination of any Disadvantage Business Enterprise subcontractor for convenience by the prime contractor. (c) If a Disadvantage Business Enterprise contractor fails to complete work under the subcontract for any reason, the prime contractor must employ the six good faith efforts if soliciting a replacement contractor. 1 See Article 9 for a full list of applicable federal laws and authorities relating to Participation by Disadvantaged Business Enterprises in Procurement Under Environmental Protection Agency (EPA) Financial Assistance Agreements. Marana Regular Council Meeting 08/07/2018 Page 221 of 237 PHOENIX/562066.2 5 (d) The prime contractor must continue to employ the six good faith efforts even if the prime contractor has achieved its fair share objectives. (e) The prime contractor must provide EPA Form 6100 -2 DBE Program Subcontractor Participation Form to all of its Disadvantaged Business Enterprise subcontractors. Disadvantaged Business Enterprise subcontractors may send completed Form 6100-2 directly to the Region 9 DBE Coordinator listed below. Joe Ochab, EPA Region 9, 75 Hawthorne St. (P-22), San Francisco, CA 94105 (f) The prime contractor must have its Disadvantaged Business Enterprise subcontractors complete EPA Form 6100-3 – DBE Program Subcontractor Performance Form. The prime contractor must include all completed forms as part of the prime contractor’s bid or proposal package to the Local Borrower. (g) The prime contractor must complete and submit EPA 6100 -4 DBE Program Subcontractor Utilization Form as part of the prime contractor’s bid or proposal package to the Local Borrower. (h) A Local Borrower must ensure that each procurement contract it awards contains the following terms and conditions: The contractor shall not discriminate on the basis of r ace, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies. Article 3 Representations of Local Borrower The Local Borrower represents for the benefit of the Authority that the representations contained in this Loan Agreement are true at the time of execution and delivery of this Loan Agreement and, other than with respect to events outside of Local Borrower’s control, will be true in all material r espects at all times during the term of this Loan Agreement. Section 3.1 Organization and Authority. (a) The Local Borrower is a Political Subdivision or Indian Tribe as defined in the Authority Act. (b) The Local Borrower has full legal right and authority and has, or will obtain as and when required, all necessary licenses and permits required to acquire, own, operate and maintain the Project and the System, to carry on its activities relating thereto, to execute and deliver this Loan Agreement, to under take and complete the Project, to pledge the Source of Repayment, and to carry out and consummate all transactions contemplated by this Loan Agreement. The Project is a project which the Local Borrower may undertake pursuant to State law and for which the Local Borrower is authorized by law to borrow money. (c) The proceedings of the Local Borrower’s governing body approving this Loan Agreement and authorizing its execution, issuance and delivery on behalf of the Local Borrower, and authorizing the Local B orrower to undertake and complete the Project have been duly and lawfully adopted in accordance with the laws of the State. (d) This Loan Agreement has been duly authorized, executed and delivered by an Authorized Officer of the Local Borrower; and, assuming that the Authority has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed and delivered this Loan Agreement, this Loan Agreement constitutes a legal and valid obligation of the Local Borrower enfor ceable in accordance with its terms, and the information contained under “Description of the Loan” in this Loan Agreement is true and accurate in all material respects. Marana Regular Council Meeting 08/07/2018 Page 222 of 237 PHOENIX/562066.2 6 Section 3.2 Full Disclosure. (a) To the best of the Local Borrower’s knowledge, there is no fact that the Local Borrower has not disclosed to the Authority in writing that materially adversely affects the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the System, or the ability of the Local Borrower to make all Loan Repayments due hereunder and otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. (b) The information relating to the Local Borrower (including without limitation the financial and statistical data contained therein) submitted to the Authority by the Local Borrower in connection with the Authority’s approval of the Loan was at the time of the Authority’s approval of the Loan and at all times subsequent thereto up to and including the Loan Closing, will be (if necessary by amendment provided by the Local Borrower) true and correct and will not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading in any adverse respect. To the extent permitted by law, and notwithstanding any other provision of this Loan Agreement, the Local Borrower will indemnify, save and hold harmless the Authority, and each of the Authority’s agents, for, from and against any and all claims, damages, liability and court awards including costs, expenses and reasonable attorneys’ fees incurred as a result of any omission or misstatement of material fact in the information submitted to the Authority by the Local Borrower in connection with the Authority’s approval of the Loan, as it may have been supplemented and amended by the Local Borrower. Section 3.3 Pending Litigation. There are no proceedings pending, or to the knowledge of the Local Borrower, threatened, against or affecting the Local Borrower, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially adversely affect the properties, activities , prospects or condition (financial or otherwise) of the Local Borrower or the System, or the ability of the Local Borrower to make all Loan Repayments and otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement that have not been disclosed in writing to the Authority in the Local Borrower’s application for the Loan or otherwise. Section 3.4 Compliance with Existing Laws and Agreements. The authorization, execution and delivery of this Loan Agreement by the Local Borrower, the observance and performance by the Local Borrower of its duties, covenants, obligations and agreements hereunder and the consummation of the transactions provided for in this Loan Agreement, the compliance by the Local Borrower with the provisions of this Loan Agreement and the undertaking and completion of the Project will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Local Borrower pursuant to any existing ordinance or resolution, trust agreement, indenture, mortgage, deed of trust, loan agreement or other instrument (other than the lien and charge of this Loan Agreemen t and any ordinance or resolution or indenture which authorized outstanding obligations of the Local Borrower which are on a parity with this Loan Agreement as to a lien on, or a source and security for, payment thereon from the source of payment that is pledged to the Loan Repayments) to which the Local Borrower is a party or by which the Local Borrower, the System or any of its property or assets may be bound, nor will such action result in any violation of the provisions of the charter or other document pursuant to which the Local Borrower was established or any laws, ordinances, resolutions, governmental rules, regulations or court orders to which the Local Borrower, the System or its properties or operations are subject. Section 3.5 No Defaults. No event has occurred and no condition exists that, upon authorization, execution and delivery of this Loan Agreement or receipt of the amount of the Loan, would constitute an Event of Default hereunder. The Local Borrower is not in violation of, and has not rec eived notice of any claimed violation of, any term of any agreement or other instrument to which it is a party or by which it may be bound, which violation would materially adversely affect the properties, activities, prospects or condition (financial or o therwise) of the Local Borrower or the ability of the Local Borrower to make all Loan Repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. Section 3.6 Governmental Consent. The Local Borrower has or will have obtained prior to the date of the Loan Closing all permits and approvals required to date by any governmental body or officer (and reasonably expects to receive all permits required in the future by any governmental agency) for the ma king, observance and performance Marana Regular Council Meeting 08/07/2018 Page 223 of 237 PHOENIX/562066.2 7 by the Local Borrower of its duties, obligations and agreements under this Loan Agreement or for the undertaking or completion of the Project and the financing thereof, and the Local Borrower has complied with all applicabl e provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the Local Borrower of its duties, covenants, obligations and agreements under this Loan Agreement or with the undertaking or completion of the Project and the financing thereof; and the Local Borrower has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the Local Borrower of its duties, covenants, obligations and agreements under this Loan Agreement or with the undertaking or completion of the Project and the financing t hereof. No consent, approval or authorization of, or filing, registration or qualification with, any governmental body or officer, other than those already obtained or reasonably expected to be obtained, is required on the part of the Local Borrower as a condition to the authorization, execution and delivery of this Loan Agreement, the undertaking or completion of the Project or the consummation of any transaction herein contemplated. Section 3.7 Compliance with Law. The Local Borrower: (a) is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject and the failure to comply with which would materially adversely affect the ability of the Local Borrower to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the Local Borrower or the System; and (b) has obtained, or will obtain as and when required, all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its property or for the conduct of its activities which, if not obtained, would materially adversely affect the ability of the Local Borrower to undertake or complete the Project or the condition (financial or otherwise) of the Local Borrower or the System. Article 4 Assignment Section 4.1 Assignment and Transfer by Authority. The Local Borrower hereby approves and consents to any assignment or transfer of this Loan Agreement that the Authority deems to be necessary in connection with the Clean Water Revolving Fund and Drinking Water Revolving Fund programs of the Authority. Section 4.2 Assignment by Local Borrower. This Loan Agreement may not be assigned by the Local Borrower for any reason, unless the following conditions shall be satisfied: (i) the assignee shall be a governmental unit within the meaning of Section 141(c) of the Code or another entity acceptable to the Authority and the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Local Borrower’s duties, covenants, agreements and obligations hereunder; (ii) immediately after such assignment, the assignee shall not be in default in the performance or observance of any duties, covenants, obligations or agreements of the Local Borrower hereunder; and (iii) the Authority shall receive an opinion of counsel to the effect that such assignment will not violate the provisions of any agreement entered into by the Authority with, or condition of any grant received by the Authority from the United States of America relating to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act and the Federal Safe Drinking Water Act. No assignment shall relieve the Local Borrower from primary liability for any of its obligations under this Loan Agreement and in the event of such assignment, the Local Borrower shall continue to remain primarily liable for the performance and observance of its obligations to be performed and observed under this Loan Agree ment. Article 5 Defaults and Remedies Section 5.1 Events of Default. If any of the following events occurs, it is hereby defined as and declared to be and to constitute an “Event of Default”: (a) failure by the Local Borrower to pay, or cause to be paid, when due any Loan Repayment; Marana Regular Council Meeting 08/07/2018 Page 224 of 237 PHOENIX/562066.2 8 (b) failure by the Local Borrower to make, or cause to be made, any required payments of principal, redemption premium, if any, and interest on any bonds, notes or other obligations of the Local Borrower for borrowed money (other than the Loan), after giving effect to the applicable grace period, the payments of which are secured by the Source of Repayment described in this Loan Agreement; (c) failure by the Local Borrower to perform any duty, covenant, obligation or agreement o n its part to be observed or performed under this Loan Agreement, other than as referred to in paragraphs (a) and (b) of this Section, which failure shall continue for a period of thirty (30) days after written notice, specifying such failure and requestin g that it be remedied, is given to the Local Borrower by the Authority, unless the Authority agrees in writing to an extension of such time prior to its expiration, provided, however, that if the failure stated in such notice is correctable but cannot be corrected within the applicable period the Authority may not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Local Borrower and diligently pursued until the Event of Default is corrected; (d) the institution of any proceeding, with the acquiescence of the Local Borrower, for the purpose of effecting a composition between the Local Borrower and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are payable from the Source of Repayment described in this Loan Agreement; (e) a determination by the Authority that any material representation made by or on behalf of the Local Borrower contained in this Loan Agreement, or in any instrument furnished in compliance with or with reference to this Loan Agreement, is false or misleading in any material respect; and (f) the filing of a petition by or against the Local Borrower under any federal o r state bankruptcy or insolvency law or other similar law in effect on the date of this Loan Agreement or thereafter enacted, unless in the case of any such petition filed against the Local Borrower such petition shall be dismissed within thirty (30) days after such filing and such dismissal shall be final and not subject to appeal; or the Local Borrower becoming insolvent or bankrupt or making an assignment for the benefit of its creditors; or the appointment of a custodian (including, without limitation, a receiver, liquidator or trustee of the Local Borrower or any of its property including the System) by court order, or possession of the Local Borrower or its property or assets is taken if such order remains in effect or such possession continues for more than thirty (30) days. Section 5.2 Notice of Default. The Local Borrower shall give the Authority prompt telephone notice of the occurrence of any Event of Default referred to in Section 5.1 paragraph (c) hereof, and of the occurrence of any other event or condition that constitutes an Event of Default, at such time as any senior administrative or financial officer of the Local Borrower becomes aware of the existence thereof. Any telephone notice pursuant to this Section shall be confirmed in writing by the end of the next Business Day. Section 5.3 Remedies on Default. (a) Whenever an Event of Default referred to in Section 5.1 hereof shall have occurred and be continuing, the Authority shall have the right to take any action permitted or required pursuant to this Loan Agreement and to take whatever other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due on their scheduled payment dates or to enforce the performance and obser vance of any duty, covenant, obligation or agreement of the Local Borrower hereunder, including, without limitation, appointment of a receiver of the System. (b) Nothing in this Loan Agreement shall be construed to affect the Attorney General taking action to enforce this Loan Agreement in accordance with the Authority Act. Section 5.4 Attorney’s Fees and Other Expenses. In the event of a default hereunder by the Local Borrower, the Local Borrower shall on demand and to the extent not prohibited by applicable law pay to the Authority the reasonable fees and expenses of attorneys and other reasonable expenses (including without limitation the reasonably allocated costs of in-house counsel and legal staff) incurred by the Authority in the collection of Loan Marana Regular Council Meeting 08/07/2018 Page 225 of 237 PHOENIX/562066.2 9 Repayments or any other sum due hereunder or in the enforcement of performance or observance of any other duties, covenants, obligations or agreements of the Local Borrower to the extent permitted by law. Section 5.5 Application of Moneys. The parties acknowledge that: (a) all amounts coming due hereunder as Loan Repayments shall be treated as principal and combined interest and fees with respect to the Loan which amounts are secured by a pledge of the Source of Repayment in accordance with Exhibit D of this Loan Agreement; and (b) amounts coming due under Section 5.4 hereof shall be secured by the Source of Repayment on a basis subordinate to the Loan Repayments, but on a parity with comparable expenses relating to such Outstanding Parity Obligations and Additional Parity Obligations. However, any moneys collected by the Authority pursuant to Section 5.3 in the exercise of remedies with respect to amounts due or to become due hereunder shall be applied: (a) first, to pay any attorney’s fees or other f ees and expenses owed by the Local Borrower pursuant to Section 5.4 hereof, (b) second, to pay delinquent combined interest fees and late charges on the Loan; (c) third, to pay combined interest and fees then due and payable on the Loan; (d) fourth, to pay delinquent principal on the Loan in order of scheduled maturity; (e) fifth, to pay principal then due and payable on the Loan; and (f) sixth, to pay any other amounts due and payable pursuant to this Loan Agreement. Section 5.6 No Remedy Exclusive; Waiver; Notice. No remedy conferred upon or reserved to the Authority hereunder is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equit y. No delay or omission to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to t ime and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it as described in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. Section 5.7 Retention of Authority’s Rights. Notwithstanding any assignment or transfer of this Agreement pursuant to the provisions hereof, or anything else to the contrary contained herein, the Authority shall have the right upon the occurrence of an Event of Default to take any action, including (without limitation) bringing an action against the Local Borrower at law or in equity, as the Authority may, in its discretion, deem necessary to enforce the obligations of the Local Borrower to the Authority. Section 5.8 Default by the Authority. In the event of any default by the Authority in any duty, covenant, agreement or obligation described in this Agreement, the Local Borrower’s remedy for such default shall be limited to injunction, special action, action for specific performance or any other available equitable remedy designed to enforce the performance or observance of any duty, covenant, obligation or agreement of the Authority described herein as may be necessary or appropriate. The Authority shall on demand pay to the Local Borrower the reasonable fees and expenses of attorneys and other reasonable expenses in the enforcement of such performance or observance. Article 6 Provisions Applicable to Loans Financed by or Pledged to Secure Authority Bonds Section 6.1 General. The Local Borrower acknowledges that the Authority is entering into this Loan Agreement and agreeing to make the Loan at this time for the benefit of the Local Borrower, and that the Authority may finance the Loan, along with other loans to other local borrowers, through the issuance of Authority Bonds and may pledge the Loan to secure Authority Bonds. If and for so long as the Authority’s source of funds to make disbursements on, or to carry, the Loan represented by this Loan Agreement i s, or becomes, the proceeds of Authority Bonds, or this Loan Agreement is assigned by the Authority as security for payment of amounts due or to become due on Authority Bonds, the Local Borrower agrees to cooperate with the Authority with respect to the is suance of Authority Bonds by furnishing and certifying information concerning the Local Borrower, the Project, the System and the Source of Repayment, and by agreeing to reasonable modifications and additions to this Loan Agreement necessary or convenient for the Authority Bond transaction. Without limiting the generality of the foregoing, the Local Borrower agrees that if the Authority at any time determines, in its discretion, that it is necessary in connection with the Marana Regular Council Meeting 08/07/2018 Page 226 of 237 PHOENIX/562066.2 10 issuance of Authority Bonds or the maintenance of the Authority’s bond program, then the provisions set forth in this Article shall be in effect. Section 6.2 Tax Covenants. (a) General. The Local Borrower acknowledges that, in connection with its state revolving fund programs, the Authority issues its Authority Bonds from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be a Tax-Exempt Obligation that is not an AMT Obligation. Therefore, the Local Borrower represents and covenants as follows with respect to the Loan and the Authority Bonds. The Local Borrower covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Loan or the Authority Bonds under Secti on 103(a) of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an AMT Obligation, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon a bond counsel opinion as may rescind or otherwise negate such action or omission. The Local Borrower will not directly or indirectly use or permit the use of any proceeds of the Loan or any other funds of the Local Borrower or take or omit to take any action that would cause the Loan or the Authority Bonds to be or become “arbitrage bonds” within the meaning of Section 148(a) of the Internal Revenue Code or to fail to meet any other applicable requirement of Sections 103, 141, 148, 149 and 150 of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. To that end, t he Local Borrower will comply with all applicable requirements of Sections 103, 141, 148, 149 and 150 of the Code to the extent applicable to the Loan. (b) Modification Based on Bond Counsel Opinion. Notwithstanding any provision of this Section, if the Local Borrower provides to the Authority a bond counsel opinion to the effect that any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Loan or the Authority Bonds pursuant to Section 103(a) of the Internal Revenue Code, the provisions of this Section and the covenants in this Section shall be deemed to be modified to that extent. (c) Bond Counsel Opinion. For purposes of this Article, “bond counsel opinion” means an opinion letter of a firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, and who is acceptable to the Authority. Section 6.3 Third Party Beneficiaries. The Trustee, the owners from time to time of the Authority Bonds, any Credit Enhancer from time to time of the Authority Bonds and any underwriter of the Authority Bonds are each expressly acknowledged to be third party beneficiaries of this Loan Agreement and each representation, agreement, duty, obligation and provision of this Loan Agreement. Section 6.4 Additional Documents Relating to Authority Bonds. The Local Borrower will furnish to the Authority and certify to such information and execute and deliver and cause to be executed and delivered such documents as the Authority, the underwriter or other parties to any Authority Bond transaction may reasonably require, including, without limitation: (a) a certificate of an Authorized Officer of the Local Borrower to the effect that the information contained in the Final Official Statement (defined in Section 6.5, paragraph (a)) for the Authority Bonds concerning the Local Borrower is correct in all material respects and is an accurate summary of the information which it purports to summarize, and that nothing has come to the Authorized Officer’s attention that would lead the Authorized Officer to believe that the information in the Final Official Statement relating to the Local Borrower contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (b) subject to the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2 -12 (the “Disclosure Rule”), a continuing disclosure undertaking of the Local Borrower meeting the requirements of the Disclosure Rule , and a statement of the Local Borrower as to whether it has failed to provide any information and Marana Regular Council Meeting 08/07/2018 Page 227 of 237 PHOENIX/562066.2 11 notices required by the provisions of previous continuing disclosure undertakings, if any, of the Local Borrower under the Disclosure Rule, and if it has not, describing the circumstances and status of such failure; a nd (c) an appropriate certificate executed by Authorized Officer of the Local Borrower concerning the reasonable expectations of the Local Borrower as to the use of the proceeds of the Loan and such other matters as may be required on the part of the Local Borrower in order to ensure that the Authority Bonds are and will remain Tax - Exempt Obligations that are not AMT Obligations, and the Local Borrower covenants to comply with the provisions of such certificate; and (d) such other certificates, documents and information, and supplemental opinions of Local Borrower’s counsel, as the Authority, the underwriters of the Authority Bonds or other parties to the Authority Bonds transaction may reasonably require and as are necessary to confirm the continued truth a nd accuracy of information supplied by or on behalf of the Local Borrower. Section 6.5 Disclosure Regarding Authority Bonds. (a) The information, if any, relating to the Local Borrower (including without limitation the financial and statistical data contained therein) which has been furnished by the Local Borrower to be included in, and which is included in, a Preliminary Official Statement of the Authority (the “Preliminary Official Statement”), or a final Official Statement (the “Final Official Statement”) of the Authority concerning any Authority Bonds, as of the respective dates of each such document and at all times subsequent thereto up to and including the Bond Closing, will be (if necessary by amendment provided by the Local Borrower) true and corre ct and will not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent permitted by law, and notwithstanding any other provision of this Loan Agreement, the Local Borrower will indemnify, save and hold harmless the Authority and each other local borrower, if any, included in the Final Official Statement, and each of such parties’ respective agents, for, fro m and against any and all claims, damages, liability and court awards including costs, expenses and attorneys fees incurred as a result of any omission or misstatement of a material fact in the Local Borrower’s information in the Final Official Statement, as it may have been supplemented or amended by the Local Borrower. (b) The Local Borrower agrees that from the date of the Final Official Statement and for a period until not later than 25 days after the date of the Bond Closing if and so long as the offer ing of the Authority Bonds continues (i) the Local Borrower will furnish such information with respect to itself as the Authority (for itself or at the request of the underwriters of the Authority Bonds) may from time to time reasonably request and (ii) if any event shall occur as a result of which it is necessary, in the opinion of Bond Counsel to the Authority, or counsel for the underwriters of the Authority Bonds, to amend or supplement the information in the Final Official Statement relating to the Loc al Borrower in order to make such information not misleading in light of the circumstances then existing, the Local Borrower will forthwith prepare, and furnish to the Authority and the underwriters such information relating to the Local Borrower as may be necessary to permit the preparation of an amendment of or supplement to the Final Official Statement (in form and substance satisfactory to the Bond Counsel to the Authority and counsel for the underwriters) which will amend or supplement the Final Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances then existing, not misleading. (c) The Local Borrower agrees that if prior to the 25th day following the end of the underwriting period of the Authority Bonds, as defined for purposes of the Disclosure Rule, any event shall occur which causes the representations contained in Section 6.4, paragraph (a) to be false i n any material respect, the Local Borrower shall promptly notify the Authority of such development, and if in the opinion of the Authority and the underwriters of the Authority Bonds such development requires the preparation of a supplement or an amendment to the Preliminary Official Statement or the Final Official Statement, the Local Borrower agrees to cooperate with the Authority and the underwriters for the Authority Bonds in preparing any such supplement or amendment in a form acceptable to such parties and to pay all reasonable expenses incurred by such parties in connection with the preparation thereof. Section 6.6 Assignment and Transfer by Authority to Trustee. Marana Regular Council Meeting 08/07/2018 Page 228 of 237 PHOENIX/562066.2 12 (a) The Local Borrower expressly acknowledges that, other than the right of the Authority to be indemnified by the Local Borrower, all right, title and interest of the Authority in, to and under this Loan Agreement will be assigned to the Trustee as security for the Authority Bonds, as applicable, as provided in the Authority’s Master Trust In denture, and that if any Event of Default shall occur the Trustee, pursuant to the Authority’s Master Trust Indenture, shall be entitled to act hereunder in the place and stead of the Authority. The Local Borrower hereby acknowledges the requirements of the Authority’s Master Trust Indenture applicable to the Authority Bonds and consents to such assignment and appointment. The Authority shall retain the right to compel or otherwise enforce observance and performance by the Local Borrower of its duties, cove nants, obligations and to be indemnified by the Local Borrower; provided, however, that in no event shall the Authority or the Trustee have the right to accelerate the payments under this Loan Agreement. (b) The Local Borrower hereby approves and consents to any assignment or transfer of this Loan Agreement that the Authority deems to be necessary in connection with any refunding of the Authority Bonds or otherwise in connection with the Clean Water Revolving Fund and Drinking Water Revolving Fund programs of the Authority. Section 6.7 Conditions to Assignment by Local Borrower . Notwithstanding Section 4.2, this Loan Agreement may not be assigned by the Local Borrower for any reason, unless the following conditions shall be satisfied: (i) the Authority, the Trustee and the Credit Enhancer, if any, of the Authority Bonds shall have approved said assignment in writing; (ii) the assignee shall be a governmental unit within the meaning of Section 141(c) of the Internal Revenue Code or another entity acceptable to the Authority and the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Local Borrower’s duties, covenants, agreements and obligations hereunder; (iii) immediately after such assignment, the assignee shall not be in default in the performance or observance of any duties, covenants, obligations or agreements of the Local Borrower hereunder; (iv) the Authority and the Trustee shall have received an opinion of bond counsel to the effect that such assignm ent will not adversely affect the exclusion of interest on the Authority Bonds from gross income for purposes of Federal income taxation under Section 103(a) of the Code or make the Authority Bonds or the Loan AMT Obligations; and (v) the Authority and the Trustee shall receive an opinion of counsel to the effect that such assignment will not violate the provisions of the Master Trust Indenture or any agreement entered into by the Authority with, or condition of any grant received by the Authority from, the United States of America relating to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act and the Federal Safe Drinking Water Act. No assignment shall relieve the Local Borrower from primary liability for any of its obligations under this Loan Agreement and in the event of such assignment, the Local Borrower shall continue to remain primarily liable for the performance and observance of its obligations to be performed a nd observed under this Loan Agreement. Section 6.8 Sale or Other Disposition of Project or System. The Local Borrower agrees that it will not sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project o r the System unless (i) the transferee assumes the Local Borrower’s obligations under this Loan Agreement in accordance with Section 6.6, (ii) the Authority shall by appropriate action determine, in its sole discretion, that such sale, lease, abandonment or other disposition will not adversely affect the Authority’s ability to meet its duties, covenants, obligations and agreements under the Bond Documents, and will not adversely affect the eligibility of interest on Authority Bonds then outstanding or which could be issued in the future for exclusion from gross income for purposes of federal income taxation or cause such Authority Bonds to be AMT Obligations, and (iii) the Credit Enhancer, if any, of the Authority Bonds shall have given its prior written consent to such disposition. Section 6.9 Deficiencies Under Bond Documents Caused by Failure to Make Loan Repayment . The Local Borrower acknowledges that payment of the Authority Bonds by the Authority, including payment from moneys drawn by the Trustee from the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts established under the Bond Documents, does not constitute payment of the amounts due under this Loan Agreement. If at any time the amounts on deposit in the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts shall be less than the amounts required by the Bond Documents as the result of any transfer of moneys from the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts which in turn is the result of a failure by the Local Borrower to make any Loan Repayments required hereunder, the Local Borrower agrees to (i) replenish such moneys so transferred, and (ii) replenish any deficiency arising from losses incurred in making such transfer as the result of the Marana Regular Council Meeting 08/07/2018 Page 229 of 237 PHOENIX/562066.2 13 liquidation by the Authority of investment securities acquired as an investment of moneys in the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts, by making payments to the Authority in equal monthly installments for the lesser of six (6) months or the remaining term of the Loan at a combined interest and fee rate to be determined by the Authority necessary to make up any loss caused by such deficiency, provided that the combined interest and fee rate payable on the Loan including such make -up combined interest and fees shall not exceed the maximum rate permitted by the Authorizing Proceedings which authorized this Loan Agreement. Section 6.10 Indemnification. To the extent permitted by law, the Local Borrower shall indemnify, save and hold harmless the Authority against any and all claims, damages, liability and court awards including costs, expenses and attorney fees to the extent incurred as a result of any gross negligence or willful misconduct by the Local Borrower, or its employees, agents or subcontractors pursuant to the terms of this Loan Agreement. Section 6.11 Compliance with Master Trust Indenture. The Local Borrower covenants and agrees to take such action as it may lawfully take and as the Authority shall reasonably request so as to enable the Authority to observe and comply with, all duties, covenants, obligations and agreements contained in the Master Trust Indenture insof ar as such duties, covenants, obligations and agreements relate to the obligations of the Local Borrower under this Loan Agreement. Section 6.12 Provisions Relating to Default. (a) Any notice or information which the Local Borrower is to give to the Author ity pursuant to the provisions of Article 5 shall also be given by the Local Borrower to the Trustee and to any Credit Enhancer at the same time. (b) Notwithstanding the provisions of Section 5.3, paragraph (a) and Section 5.7, so long as a Credit Enhancer is not in default of its obligations with respect to its payment guarantee of the Authority Bonds and such guarantee is in effect, the Credit Enhancer shall have the right to direct the exercise of remedies provided for herein and the Trustee and the Authority shall not pursue any remedy except with the prior written consent of the Credit Enhancer. (c) In the event of a default hereunder by the Local Borrower, the Local Borrower shall also pay the expenses of the Trustee and of any Credit Enhancer in the same manner as provided in Section 5.4 with respect to the expenses of the Authority. Section 6.13 Tax Compliance Certificate. If the Authority Bonds are issued and sold on the basis that they are Tax-Exempt Obligations, an Authorized Officer of the Local Borrower shall deliver an appropriate certificate concerning the reasonable expectations of the Local Borrower as to the use of the proceeds of the Loan and such other matters as may be required on the part of the Local Borrower in order to ensure that the Authority Bonds are and will remain Tax-Exempt Obligations that are not AMT Obligations, and the Local Borrower covenants to comply with the provisions of such certificate. Article 7 Miscellaneous Section 7.1 Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Authority and the Local Borrower and their respective successors and assigns. Section 7.2 Severability. In the event any provision of this Loan Agreement shall be held illegal, invalid or unenforceable by any Court of competent jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. Section 7.3 Amendments, Supplements and Modifications. This Loan Agreement may not be amended, supplemented or modified without the prior written consent of the Authority and the Local Borrower. Section 7.4 Execution in Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Marana Regular Council Meeting 08/07/2018 Page 230 of 237 PHOENIX/562066.2 14 Section 7.5 Captions. The captions or headings in this Loan Agreement are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions or sections of this Loan Agreement. Section 7.6 Further Assurances. The Local Borrower shall, at the request of the Authority, authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this Loan Agreement. Section 7.7 State of Arizona Contract Provisions. (a) Books and Records. As required by the provisions of Arizona Revised Statutes Section 35-214, the Local Borrower agrees that all books, accounts, reports, files and other records relating to this Loan Agreement shall be retained and shall be subject at all reasonable times to inspection and aud its by the Authority for five years after completion of this Loan Agreement, and that upon request by the Authority such records shall be produced at any of the Authority offices designated herein as the place at which notices to the Authority are to be gi ven. (b) Prohibition Against Discrimination. In the event that it applies, the parties agree to comply with the Arizona Governor’s Executive Order 2009-9, entitled “Prohibition of Discrimination in State Contracts Non -Discrimination in Employment by Government Contractors and Subcontractors,” which mandates that all persons, regardless of race, color, religion, sex, age, or national origin shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The Local Borrower shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. (c) Governing Law and Forum. This Loan Agreement shall be governed by and construed in accordance with the laws and judicial decisions of the State of Arizona, except as such laws may be preempted by any federal rules or regulations. The parties hereto expressly acknowledge and agree and all Local Borrowers by their acceptance thereof shall be deemed to have acknowledged and agreed that any judicial action to interpret or enforce the terms of this Loan Agreement against the Authority shall be brought and maintained in the Superior Court of the State of Arizona in and for Maricopa County or in the United States District Court in and for the District of Arizona. (d) Arbitration. In the event of a dispute, the parties agree to use arbitrat ion, after exhausting applicable administrative review, to the extent required by Arizona Revised Statutes Section 12 -1518, and the prevailing party shall be entitled to attorney’s fees and costs with respect thereto. (e) Notice of Arizona Revised Statutes Section 38-511 – Cancellation. Notice is hereby given of the provisions of Arizona Revised Statutes Section 38-511, as amended. By this reference, the provisions of said statute are incorporated herein to the extent of their applicability to this Loan Agreement under the law of the State of Arizona. (f) Additional Warranties and Certifications from the Local Borrower . In compliance with Section 23-214(B) of the Arizona Revised Statutes, the Local Borrower warrants to the Authority that either (i) it is not an “employer” (within the meaning of Arizona Revised Statutes Section 23 -214(B)) or (ii) it is registered with and is participating in the employment verification pilot program as jointly administered by the United States department of homeland security and the social security administration or any of its successor programs (the “E -Verify Program”) and that the proof submitted to the Authority of that registration and participation is true and correct. The Local Borrower agrees that, until the Loan is fully paid, at all times during which it is an “employer” (within the meaning of Arizona Revised Statutes Section 23-214(B)) it will be registered with and will participate in the E-Verify Program. The breach by the Local Borrower of the foregoing shall be deemed a material breach by the Local Borrower of this Loan Agreement and may result in penalties up to and including the termination of this Loan Agreement. If the Authority determines that the Local Borrower is not so registered and participating when required, the Authority will notify the Local Borrower by certified mail of the determination of noncompliance and the Local Borrower’s right to appeal the determination. On a final determination of noncompliance, the Local Borrower shall repay all monies received as an economic development incentive (within the meaning of Arizona Revised Statutes Section 23 - 214(B)) to the Authority within thirty days of the final determination. Marana Regular Council Meeting 08/07/2018 Page 231 of 237 PHOENIX/562066.2 15 Article 8 Definitions Section 8.1 Definitions. The following terms as used in this Loan Agreement shall, unless the context clearly requires otherwise, have the following meaning: “AMT Obligation” means a Tax-Exempt Obligation the interest on which is an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. “Annual Loan Review Form” means the loan compliance questionnaire circulated by the Authority to all borrowers as part of the Authority’s annual loan portfolio review. “Authority” means the Water Infrastructure Finance Authority of Arizona, a body corporate and politic of the State of Arizona duly created and validly existing under and by virtue of the Authority Act. “Authority Act” means Title 49, Chapter 8 (Section 49-1201 et seq.) of the Arizona Revised Statutes (“A.R.S.”). “Authority Bonds” means any bonds of the Authority issued to finance the State’s revolving fund established pursuant to the Water Pollution Control Act, as amended, and the Safe Drinking Water Act, as amended. “Authorized Officer” means, (i) with respect to the Local Borrower, the person whose name is set forth in this Loan Agreement or such other person or persons authorized by the Local Borrower to act as an authorized officer of the Local Borrower to perform any act or execute any document relating to the Loan or this Loan Agreement whose name is furnished in writing to the Authority and the Trustee; and (ii) with respect to the Authority, the Chairman, Vice Chairman, Executive Director, or any other person or persons desig nated by the Board to act on behalf of the Authority with respect to this Loan Agreement; the designation of such person or persons shall be evidenced by a written certificate containing a specimen signature of such person or persons and signed on behalf o f the Authority by its Chairman or Vice Chairman. “Bond Closing” means the date of initial delivery of and payment for the Authority Bonds. “Bond Documents” means and includes the Master Trust Indenture, any supplemental indenture and any comparable or related document pursuant to which the Authority Bonds are issued, and all further amendments and supplements thereto adopted in accordance with the provisions thereof. “Bond Reserves” means reserves established by the Bond Documents for the Authority Bonds to secure timely payment of amounts due on the Authority Bonds even if one or more local borrowers do not make timely payments on their loans. “Business Day” means any day other than a Saturday, Sunday or legal holiday or a day on which banking institutions, in the city in which the designated office of the Authority (being Phoenix, Arizona) is located, are closed. “Capital Grant Facility” means the contractual arrangement established with the Authority by the United States of America Environmental Protection Agency to make capitalization grant payments pursuant to Title VI of the Federal Water Pollution Control Act, as amended (33 U.S.C. § 125 et seq.) and the Federal Safe Drinking Water Act, as amended (particularly 42 U.S.C. § 300j -12 et seq.). “Clean Water Act” means the Federal Water Pollution Control Act amendments of 1972 (P.L. 92 -500; 86 Stat. 816), as amended by the Water Quality Act of 1987 (P.L. 100-4; 101 Stat. 7) and the Water Resources Reform and Development Act of 2014 (P.L. 113-21, 128 Stat. 1193). “Clean Water Revolving Fund” means the fund established by A.R.S. § 49-1221. “Code” means the Internal Revenue Code of 1986, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any Marana Regular Council Meeting 08/07/2018 Page 232 of 237 PHOENIX/562066.2 16 official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. “Combined Interest and Fee Rate” means periodic interest and fee payments made by the Borrower, see Exhibit A to this Loan Agreement. “Construction Period” means the period from the date of the Loan Closing until the date of the final disbursement of proceeds of the Loan pursuant to this Loan Agreement, but in no event later than the third anniversary of the Loan Closing. “Cost” means those costs that are eligible to be funded from draws under the Capital Grant Facility and are reasonable, necessary and allocable to the Project and are permitted by generally accepted government auditing standards to be costs of the Project. “Credit Enhancer” means the entity so designated in the Bond Documents, if any, or any successor thereto, that from time to time has issued and outstanding a municipal bond insurance policy or similar payment guarantee relating to the Authority Bonds. “CWRF Financial Assistance Account” means the account so designated in the Master Trust Indenture to which loans funded by the Clean Water Revolving Fund shall be credited. “Debt Management Fee” means the fee component of the combined interest and fee payments made by the Borrower, see Exhibit A to this Loan Agreement. “Department” means the Department of Environmental Quality of the State of Arizo na. “Drinking Water Facility” has the meaning given that term in the Authority Act, currently: a community water system or a non-profit noncommunity water system as defined in the Federal Safe Drinking Water Act (P.L. 93 -523; 88 Stat. 1660l; P.L. 95-190; 91 Stat. 1393; P.L. 104-182; 110 Stat. 1613) that is located in the State. The term does not include water systems owned by federal agencies. “Drinking Water Revolving Fund” means the fund established by A.R.S. § 49-1241. “DWRF Financial Assistance Account” means the account so designated in the Master Trust Indenture to which loans funded by the Drinking Water Revolving Fund shall be credited. “Eligible Project Costs” means, whether incurred before or after the date of this Loan Agreement, such port ion of the Costs as is disbursed by the Authority for the benefit of the Local Borrower. The Local Borrower and the Authority acknowledge that the actual Eligible Project Costs for the Project have not been determined as of the effective date of this Loan Agreement. The final Eligible Project Costs shall be established after all disbursements have been made. “Event of Default” means any occurrence or event specified in Section 5.1 hereof. “Indian Tribe” has the meaning given that term by the Authority Act, currently: any Indian tribe, band, group or community that is recognized by the United States Secretary of the Interior and that exercises governmental authority within the limits of any Indian reservation under the Jurisdiction of the United States gover nment notwithstanding the issuance of any patent and including rights-of-way running through the reservation. “Loan” means (a) during the Construction Period, the commitment to lend to the Local Borrower the Estimated Eligible Project Costs set forth in this Loan Agreement (as it may be amended or revised from time to time), and (b) thereafter, the amount of money equal to the Eligible Project Costs which is actually loaned to the Local Borrower pursuant to this Loan Agreement. Marana Regular Council Meeting 08/07/2018 Page 233 of 237 PHOENIX/562066.2 17 “Loan Agreement” or “Agreement” means this Loan Agreement, including the Exhibits and these Standard Terms and Conditions attached to this Loan Agreement, as it may be supplemented, modified or amended from time to time in accordance with the terms hereof. “Loan Closing” means the date of execution and delivery of this Loan Agreement. “Loan Repayment Date” means the payment dates commencing and ending on the dates set forth in this Loan Agreement. “Loan Repayments” means the payments payable by the Local Borrower pursuant to this Loan Agreement. “Local Borrower” means the Political Subdivision or Indian Tribe that is a party to and is described in the first paragraph of this Loan Agreement. “Master Trust Indenture” means and includes the Master Trust Indenture dated as of August 1, 1999 , as supplemented, and any comparable or related document, pursuant to which the Authority issues Authority Bonds. “Political Subdivision” has the meaning given that term by the Authority Act, currently: a county, city, town or special taxing district authorized by law to construct wastewater treatment facilities. “Project” is the project described in Section 2.1 of the Loan Agreement, all or a portion of the Cost of which is financed from the proceeds of the Loan. “Repayment Period” means the period over which the principal amount of the Loan will be repaid which period begins and ends on the dates set forth in this Loan Agreement. “Repayment Principal Amount” means the amount the Authority agrees to loan to the Local Borrower pursuant to this Loan Agreement or such lesser amount of actual Eligible Project Costs as represents the aggregate amount of the Loan actually made pursuant to this Loan Agreement. “Reserve Fund Surety” means a surety bond, insurance policy, letter of credit or similar arrangement repr esenting the irrevocable obligation of the issuer thereof to pay to or at the direction of the Local Borrower an amount up to the Reserve Requirement as set forth in Exhibit A. “Safe Drinking Water Act” means the Federal Safe Drinking Water Act (P.L. 93-523; 88 Stat. 1660; P.L. 96-190; 91 Stat . 1393; P.L. 104-182; 110 Stat. 1613), as amended in 1996. “Source of Repayment” means the “source of repayment” set forth in this Loan Agreement as defined in Exhibit D. “State” means the State of Arizona. “System” means the “System” as defined in Section 2.2 of the Loan Agreement. “Tax-Exempt Obligation” means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section 150 of the Code, and includes any obligation or any investment treated as a “tax-exempt bond” for the applicable purpose of Section 148 of the Code “Trustee” means the Trustee appointed by the Authority pursuant to the Bond Documents and its successor or successors and any other corporation which may at any time be substituted in its place as Trustee pursuant to the Bond Documents. Terms not otherwise defined herein shall have the meanings ascribed to them in Exhibit D to the Loan Agreement. Marana Regular Council Meeting 08/07/2018 Page 234 of 237 PHOENIX/562066.2 18 Section 8.2 Rules of Interpretation. For all purposes of this Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) Words of one gender include the corresponding words of other genders; words of neuter include both genders; and words in the singular include words in the plural and vice versa. (b) Words indicating persons, parties, or entities (and the like) incl ude firms, associations, partnerships (including limited partnerships), limited liability companies (and the like), corporations, trusts and other legal entities, including public and governmental bodies, as well as natural persons. (c) References to a statute refer to the statute, as amended, and any successor statute, and to all regulations promulgated under or implementing the statute or successor statute, as in effect at the relevant time. (d) References to a governmental or quasi-governmental entity or representatives thereof also refer to an entity that succeeds to the functions of the governmental or quasi -governmental entity and representatives thereof. (e) Headings preceding sections of text and any table of contents are solely for convenience of re ference and are not part of this Loan Agreement and are not to affect its meaning, interpretation or effect. (f) Actions permitted under this Loan Agreement may be taken at any time and from time to time in the actor’s sole discretion. (g) The word “including” means “including, but not limited to” and the word “include” means “include, among others.” (h) The terms “hereby,” “hereof,” “herein,” and “hereunder” (and the like) refer to this Loan Agreement. (i) Indications of time of day mean local time in Phoenix, Arizona. (j) This Loan Agreement shall be governed by and construed in accordance with the applicable law of the State of Arizona, except for its conflict of law rules and except as preempted by federal. Article 9 List of Federal Laws and Authorities By Section 5.4 and Section 5.5 of Exhibit B to the Loan Agreement, the Local Borrower agrees that the Project will comply with applicable provisions of the following federal laws and authorities: Environmental: 1. Archaeological and Historical Preservation Act of 1974, Pub. L. 93-291; 16 U.S.C. § 469a-1. 2. Clean Air Act, Pub. L. 95-95, as amended; 42 U.S.C. § 7401 et. seq. 3. Clean Water Act, Titles II, IV, and V, Pub. L. 92 -500, as amended. 4. Coastal Barrier Resources Act, Pub. L. 97-348; 16 U.S.C. § 3501 et. seq. 5. Coastal Zone Management Act, Pub. L. 92-583, as amended; 16 U.S.C. § 1451 et. seq. 6. Endangered Species Act, Pub. L. 93-205, as amended; 16 U.S.C. § 1531 et seq. 7. Environmental Justice, Executive Order 12898. 8. Farmland Protection Policy Act, Pub. L. 97 -98; 7 U.S.C. § 4201 et seq. Marana Regular Council Meeting 08/07/2018 Page 235 of 237 PHOENIX/562066.2 19 9. Fish and Wildlife Coordination Act, Pub. L. 85 -624, as amended. 10. Floodplain Management, Executive Order 11988, as amended by Executive Order 12148. 11. Magnunson-Stevens Fishery Conservation and Management Act, Pub L. 94 -265, as amended; 16 U.S.C. § 1801 et. seq. 12. National Historic Preservation Act of 1966, Pub. L. 89-665, as amended; 16 U.S.C. § 470 et. seq. 13. Protection and Enhancement of the Cultural Environment, Executive Order 11593. 14. Protection of Wetlands, Executive Order 11990, as amended by Executive Order 12608; Pub. L. 99-645, as codified at 16 U.S.C. § 3901 et. seq. 15. Safe Drinking Water Act, Section 1424(e), Pub. L. 92-523, as amended; 42 U.S.C. § 300f et. seq. 16. Wild and Scenic Rivers Act, Pub. L. 90-542, as amended; 16 U.S.C. § 1271 et. seq. 17. Migratory Bird Treaty Act of 1918, 16 U.S.C. § 703 et. seq. Social Legislation: 1. Age Discrimination Act, Pub. L. 94-135; 42 U.S.C. § 6102. 2. Civil Rights Act of 1964, Pub. L. 88-352, Title VI; 42 U.S.C. § 2000d. 3. Equal Employment Opportunity, Executive Order 11246, as amended. 4. Participation by Disadvantaged Business Enterprises in Procurement Under Environmental Protection Agency (EPA) Financial Assistance Agreements. a. Promoting the use of Small, Minority, and Women-owned Businesses, Executive Orders 11625, 12138 and 12432. b. Section 129 of the Small Business Administration Reauthorization and Amendment Act of 1988, Pub. L. 100-590. c. Department of Veterans Affairs and Housing and Urban Development, and Independent Agencies Appropriations Act, 1993, Pub. L. 102-389; 42 U.S.C. § 4370d. d. Title X Clean Air Act, Pub. L. 101-549; 42 U.S.C. § 7601 note. 5. Rehabilitation Act of 1973, Pub. L. 93-112; 29 U.S.C. § 794 (including Executive Order 11914 and 11250). 6. Section 13 of the Federal Water Pollution Control Act, Pub. L. 92-500; 33 U.S.C. § 1251. 7. The Drug Free Workplace Act Of 1988, Pub. L. 100 -690. Economic and Miscellaneous Authority: 1. Anti-Lobbying Provision (40 CFR Part 34) and New Restrictions on Lobbying, Section 319 of Pub. L. 101 -121. 2. Debarment and Suspension, Executive Order 12549. Marana Regular Council Meeting 08/07/2018 Page 236 of 237 PHOENIX/562066.2 20 3. Demonstration Cities and Metropolitan Development Act of 1966, Pub. L. 89 -754, as amended; 42 U.S.C. § 3331 et. seq. 4. Preservation of Open Competition and Government Neutrality, Executive Order 13502. 5. Prohibitions relating to violators of the Clean Air Act, Section 306 of the Clean Air Act, 42 U.S.C. § 7505; Section 508 of the Clean Water Act, 33 U.S.C. § 1368; Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans. 6. Uniform Relocation and Real Property Acquisition Policies Act of 1970, Pub. L. 91 -646, as amended; 42 U.S.C. §§ 4601-4655. ***** Marana Regular Council Meeting 08/07/2018 Page 237 of 237