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HomeMy WebLinkAboutRegular Council Meeting Agenda Packet 11-19-2019         MARANA TOWN COUNCIL REGULAR COUNCIL MEETING NOTICE AND AGENDA 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, November 19, 2019, 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 November 19, 2019, 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. 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 PROCLAMATIONS   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. 2019-115: Relating to Development; acceptance of Dove Mountain Boulevard Station 320+27.73 to 337+15.66 for maintenance (Keith Brann)   C2 Resolution No. 2019-116:  Relating to Development; approving a final plat for Gladden Farms Blocks 36 and 40 Lots 1-176, Common Areas "A-1" - "A-7" (Landscape, Utilities and Drainage) and "B-1" - "B-5" (Functional Open Space, Utilities and Drainage) located at the southeast corner of N. Midfield Road and W. Mike Etter Blvd. (Steven E. Vasquez)   C3 Resolution No. 2019-117:  Relating to Community and Neighborhood Services; approving and authorizing the Mayor to execute Amendment No. 1 to the intergovernmental agreement between Pima County and the Town of Marana for the management and implementation of the 2019-2020 Community Development Block Grant Program (Lisa Shafer)   C4 Approval of the Regular Council Meeting Summary Minutes of November 5, 2019 (Cherry Lawson)   LIQUOR LICENSES   BOARDS, COMMISSIONS AND COMMITTEES   B1 Resolution No. 2019-118: Relating to Benefits; appointing Yiannis Kalaitzidis as a Trustee for the Marana Health Care Benefits Trust for a four-year term; and making additional Trustee appointments for the Marana Health Care Benefits Trust (Jane Fairall)   COUNCIL ACTION   A1 PUBLIC HEARING: Resolution No. 2019-119: A resolution of the Mayor and Common Council of the Town of Marana, Arizona, a municipal corporation of Arizona, ordering and declaring formation of the Villages of Tortolita Community Facilities District and approving and authorizing the execution and delivery of a District Development, Financing Participation and Intergovernmental Agreement (Villages of Tortolita Community Facilities District) (Yiannis Kalaitzidis)   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), Council may ask for discussion or consideration, or consultation with designated Town representatives, or consultation for legal advice with the Town Attorney, concerning any matter listed on this agenda for any of the reasons listed in A.R.S. §38-431.03 (A).      E2 Executive Session pursuant to A.R.S. § 38-431.03 (A)(1) for discussion, consideration and possible interviews of candidates for appointment as Trustees to the Marana Health Care Benefits Trust.      E3 Executive session pursuant to A.R.S. § 38-431.03(A)(4) to consider the Council’s position and instruct the Town’s attorneys regarding settlement discussions to resolve litigation in Ashley v. Town of Marana, Pima County Superior Court case number C20184288.      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          Council-Regular Meeting   C1        Meeting Date:11/19/2019   To:Mayor and Council Submitted For:Keith Brann, Town Engineer From:Glenn Phillips, Civil Engineering Specialist Date:November 19, 2019 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2019-115: Relating to Development; acceptance of Dove Mountain Boulevard Station 320+27.73 to 337+15.66 for maintenance (Keith Brann) Discussion: As a requirement for residential development in Dove Mountain, Cottonwood Properties has constructed the extension of Dove Mountain Blvd. in accordance with approved plans from Station 320+27.73 to 337+15.66.  With this resolution, Marana will be accepting for maintenance all improvements within the segment of Dove Mountain Boulevard Right of Way including curbing, asphalt, drainage structures, and regulatory traffic control and street signs.  The segment length is approximately 1,700 linear feet. Staff Recommendation: Staff recommends approval of the resolution accepting Dove Mountain Boulevard Station 320+27.73 to 337+15.66 for maintenance. Suggested Motion: I move to adopt Resolution No. 2019-115, accepting Dove Mountain Boulevard Station 320+27.73 to 337+15.66 for maintenance. Attachments Resolution No. 2019-115 Resolution No. 2019-115 Exhibit A Marana Resolution No. 2019-115 MARANA RESOLUTION NO. 2019-115 RELATING TO DEVELOPMENT; ACCEPTANCE OF DO V E MOUNTAIN BOULEVARD STATION 320+27.73 TO 337+15.66 FOR MAINTENANCE WHEREAS Cottonwood Properties has completed public improvements acceptable to Town standards in accordance with the Private Improvement Agreement for Dove Mountain Boulevard, Station 320+27.73 to 337+15.66 . NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, accepting for maintenance, including maintenance of regulatory tra ffic control and street signs, approximately 170 0 linear feet of Dove Mountain Boulevard and appurtenances (Dove Mountain Boulevard Station 320+27.73 to 337+15.66), as depicted on Exhibit A. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana , Arizona, this ___ day of __________________, 2019. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney . 1.ALL CONSTRUCTION AND TE:ST METHOQS SHAU. BE IN CONFORMANCE WITHPIMA ASSOCIATION .OF GOVERNMENTS STANDARD SPECIFICATIONS FOR PUBLICIMPROVEMENTS (PAG SSPN). 2015 EDmON, UNLESS NOTED.PUBLIC PAVING, DRAINAGE, SEWER AND PRIVATE GRADING/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27.73 TO 337+15.66 DOVE MOUNTAIN BOULEVARD BOULDER BRIDGE PASS II AT DOVE MOUNTAIN SEO. 20143250154 .2. BASIS OF BEARING FOR THIS PROJECT IS THE UNE BETWEEN THE EAST QUARTER CORNER OF SECTION 21;T-11-S, R-12-E, AND THE WEST QUARTER CORNER OF SAID SECTION, SAID BEARING BEING N89°48'34'W. 3.BASIS OF ELEVATION FOR THIS PROJECT IS THE AS-BUILT 3• TOWN OF MARANA BRASS ·CAP SURVEY MONUMENT STAMPED RLS "22245" AT THE CENTERUNE INTERSECTION OF + • .. DOVE MOUNTAIN /30ULEVARD (STA 320+27.73) AND BRlmE BUSH ORNE (STA 18+65.16).· SAID ELEVATION. 8£/NG 2443.20 FEET(NGVD 29 DATUM). 4.CONTRACTOR SHALJ. COMPLY WITH AU.. APPUCABLf OCCUPATIONAL SAFETY ANDHEALTH ADMINISTRATION (OSHA) REGULATIONS. 5, CONTRACTOR SHALL CALL BLUESTAKE (1-800-STAKE -IT) TO VERIFY LOCATION OF UTILmES TWO FUU. WORKING DAl'S PRIOR TO COMMENCEMENT OF ANY CONSTRUCTION. 6.CONTRACTOR SHAU. OBTAIN ALL PERMITS REQUIRED BY GOVERNMENTAL AGENCIES. 7.ALL REVISIONS TO THESE PLANS MUST BE APPROVED BY TOWN ENGINEER PRIOR TO CONSTRUCTION. 8.ALL WORK SHALL CONFORM TO "STANDARDS FOR GRADING AND RELATED SITE WORK"TITLE 19 OF THE TOWN OF MARANA . LAND DEVELOPMENT CODE. 9.ALL CONCRE7£ SHALL COMPLY WITH PAG SSPN SECTION 1006, CLASS S, 3,000 PSI COMPRESSNE STRENGTH AT 28 DAYS, UNLESS OTHERWISE SPECIFIED. 10.CONTRACTOR SHALJ.. GNE FORTY-EIGHT (48) HOURS NOTICE WHEN HE SHALL REQUIRE SERVICES OF THE ENGINEER OR ANY OTHER PERSON PROPERLY AUTHORIZED FOR SUCH PURPOSE FOR LAYING our ANY POFmON OF THE WORK. HE SHALL ALSO DIG ALL STAKE HOU:S NECESSARY TO GNE LINE AND LEVELS. 11.THE CONTRACTOR SHALL PRESERVE ALL STAKES SET FOR THE UNES, LEVELS OR MEASUREMENTS OF THE WORK IN THEIR PROPER PLACES urmL AUTHORIZED TO REMOVE THEM BY THE · ENGINEER. ANY EXPENSE INCURRED IN REPLACING ANY STAKES WHICH THE CONTRACTOR OR HIS SUl30RDINATES MAY HAVE FAILED TO PRESERVE SHALL BE CHARGED TO THE CONTRACTOR. 12.IT SHALL BE THE CONTRACTOR'S RESPONSIBILITY TO FURN/SH, HAUL AND APPLY ALL WATER REQUIRED FOR COMPACTION .AND FOR THE CONTROL OF DUST FROM CONSTRUCTION ACIMTY. THE COST THEREOF IS TO BE INCLUDED IN THE . CONSTRUCTION PRICE. 13.THE CONTRACTOR. SHALL BE RESPONSIBLE FOR THE CARE. MAINTENANCE. REPAIR OR REPLACEMENT OF EXISTING IMPROVEMENTS IN THE WORK AREA WHICH HAVE BEEN REMOVED OR DAMAGED QURING THE COURSE OF CONSTRUCT/ON. ALL REPAIR, . REPLACEMENT OR CLEANUP SHALL BE DONE TO THE SATISFACTION OF THE OWNER. 14.OMISSIONS OR CONFLICTS BETWEEN VARIOUS ELEMENTS OF THE DRAWINGS, NOTES AND DETAILS SHAU. BE BROUGHT TO THE AITENTION OF THE ENGINEER AND RESOLVED BEFORE PROCEEDING WITH THE WORK. 15.UPON COMMENCEMENT OF WORK, TRAFFIC CONTROL DEVISES SHALL BE POSTED AND ·MAINTAINED BY THE CONTRACTOR UNTIL SUCH TIME AS THE WORK IS COMPLETED. ALL WARNING SIGNS, BARRICADES, ETC., SHALL BE IN ACCORDANCE WITH THE MANUAL OF UNIFORM TRAFFIC CONTROL DEVICES ADOPTED BY THE STATE OF ARIZONA PURSUANT TO A.R.S. 28-650. 16.A COPY OF THE APPROVED PLAN SHALL BE KEPT IN.AN EASILY ACCESS/BU: LOCATION ON THE· SITE 'AT ALL TIMES DURING CONSTRUCnON. . 17. IF UNANTICIPATED CONDmDNS ARE ENCOUNTERED DURING. THE COURSE OF CONSTRUCT/ON ANO ARE BEYOND THE SCOPE OF THE 0/:SIGN, THE ENGINEER SHALL SUBMIT THE NECESSAl?Y R£VISED OR SUPPLEMENTAL IMPROVEMENT PLANS FOR AND ACCEPTANCE BY THE TOWN ENGINff.R. GENERAL NOTES, Continued 34.IT SHALL BE THE CONTRACTOR'S RESPONSIBILITY TO FULLY COMPLY WITH THE ARIZONA POLLUTANT DISCHARGE EUMINATION SYSTEM CONSTRUCTION GENERAL PERMIT IN ACCORDANCE WITH THE STORMWATER POLJ.UTION PREVENTION PLAN (SWPPP) PREPARED FOR THIS PROJECT. 35.GRADING BOUNDARIES SHALL 8£ CLEARLY MARKED, AND ALL WORK W1U. BE CONFINED TO THE APPROVED PROJECT DISTURBANCE UM/TS AS SHOWN ON THESE PLANS. NO WORK SHALL TAKE PLACE OUTSIDE OF THE UM/TS SHOWN ON THESE PLANS. 36.ALL PROTOCOL OU7l/NED IN THE DOVE MOUNTAIN CONSERVATION PLAN WILL BE FOLLOWED. 37.THE CONTRACTOR SHALL SUBMIT TO THE TOWN OF MARAt+\ A TRAFFIC CONTROL PLAN FOR EACH PHASE OF THE WORK A MINIMUM OF SEVEN (7) WORKING DAl'S PRIOR TOCOMMENCEMENT OF ANY WORK WITHIN THE PUBUC RIGHT OF WAY; THE CONTRACTOR SHALL HAVE ON SITE, AT ALL 11MES, TRAFFIC CONTROL PLANS ACCEPTED (STAMPED) BY THE TOWNOF MARANA FOR ALL WORK BEING PERFORMED WITHIN THE PUBLIC RIGHT OF WAY 38.ANY SURVEY MONUMEN'TS THAT FALL ON A QUARTER-SECT/ON CORNER OR GREATER SHALL BE PER TOWN OF MAR.ANA SD M-103A. (SUR'I-KAP, INC. M/M-8CS-3-1/4FS) 39.ALL CONSTRUCT/ON AND TEST METHODS FOR ADOT STRUCTURES/DETAILS SHALL BE IN CONFORMANCE WITH ADOT STANDARD STRUCTURE DETAIL DRAWINGS DATED 7/2012 AND 2008 ADOT CONSTRUCT/ON SPECIFICATIONS. SEWER GENERAL NOTES-SEE SHEET 2 AS-BUILT CERTIFICATION: I HEREBY CERTIFY THAT THE AS-BUILT ANNOTATIONS PROV/OED ON THIS DRAWING WERE BASED ON AN AS-BUILT SURVEY UNDER MY SUPERVISION AND ACCURATELY DEPICTS EXIS11NG FIELD CONDT/ONS TO THE BEST OF MY KNOWLEDGE ANO 8£LIEF. REGISTERED LAND SURVEYOR DATE REGISTRATION NUMBER EXPIRES /} PUBLIC STREETS - ENG1706-005 .,. / / / / PROPOSED BLUE AGAVE AT DOVE MOUNTAIN 11, LOTS 193-256 0 150 SCALE IN FEET UNSUBDIVIDED (PARCEL 2t8-31-002U, LANDMARK TRUST 18379-T C/0 DM PHASE: IV INVE:STME:NT, L.L..C. 3567 E. SlJNRfSE DRIVE, Sl.1fTE #219, TUCSON, ARIZONA 85718 L UNSUB. 1615 1716 THIS PROJECT BRITTLE BUSH ORNE UNSUB. STATE LAND BLUE AGAVE GOLDEN BARREL AT DOVE MOUNTAIN SEO. 20141 710079 W14COR. SECTION 21 AT DOVE MOUNTAI SEQ. 20 161060098 BASIS OF BfARING N89"48'34"W UNSUB. E14COR. SECTION 21 FOUND 12" STONE, NO MARKS STATE LAND GOLDEN BARREL AT DOVE MOUNTAIN SEO. 20141710079 FOUND 18' STONE W/ "1/4" CHISELfDON WEST SIDE LOCATION PLAN SECTION 21, T-11-S, R-12-E, G&SRB&M, TOWN OF MARANA, PIMA COUNTY, ARIZONA SCALE: 3"= 1 MILE LEGEND .,.J .. ,:c/.,�7 - --..-.,...L-Lr'-Lr:' • -·-·-·- 6. ...... 2650· . -SP- -W-- SUBDIVISION BOUNDARY LOTUNE STRE[)' CENTERLINE EXISTING EASEMENT (AS NOTED) NEW PUBUC SEWER EASEMENT NEW ASPHALT PAVEMENT NEW DECORATIVE PAVEMENT ct RIBBON CURB (SEE LANDSCAPE PLAN) £)((STING PAVEMENT FOUND SURVEY MONUMENT MATCHUNE SHEET REFERENCE NEW SURVEY MONUMENT PER T.O.M. M-103B EXISTING CONTOURS NEW PUBUC SEWER LINE W/ NEW MANHOLE NEW Pl11VATE SEWER STUBOUT 18.,30 DAl'S PRIOR TO DESTRUCnON OR REMOVAL OF CACTUS THE CONTRACTOR SHALL NOTIFY THE ARIZONA DEPARTMENT OF AGRICULTURE AT (520)628-6310. CAUTION: CONTRACTOR TO VERIFY LOCATION (HORIZONTAL & VERTICAL. IF NECESSARY) OF ALL UNDERGROUND UTILITIES PRIOR SHEEJ INDEX EX MH 2 8-02 (G-2015-099) N: 533880. 1 ± GOLDEN B�L PLACE AT 00\le MOUNTAIN PER SEO. NO. 201417t0079 -G-- EXISTING S EWER UNE W/ MANHOLE (APPROX. LOCATION) EXISTING/PROPOSED WATER LINE (APPROX. LOCATION) EXISTING G4S LINE (APPROX. LOCATION) 19.REPORTS OF SOILS INVEST/GAnON INCLUDING RECOMMENDATIONS FOR GRADING PROCEDURES HAVE BEEN PREPARED BY PATTISON EVANOFF ENGINEERING, LLC, AS FOLLOWS: ·PROJECT NO. 13-029, DOVE MOUNTAIN WEST, DATE/J 4/2/13 4tUPDATE L£]JER DATED 1/4/16. ALL EARTHWORK SHALL CONFORM TO THE RECOMMENDATIONS CONTAINED IN SAID REPORTS. 20.THE SO/LS ENGINEER SHALL OBSERVE, INSPECT AND TEST AU. EARTHWORI< . OPERATIONS INCLUDING, BUT NOT UMrrEO TO, CLEARING, GRUBBING, SUBGRADE PREPARATION, STRUCTURAL AND TRENCH EXCAVATION AND BACKFILL, TOGETHER WITH •. PLACEMENT AND COMPACTION OF FILL. 21.COMPACTION IN ALL FILL AREAS SHALL BE TO A MINIMUM OF 95% OF THE MAXIMUM DENSITY AS DETERMINED BY MSHTO DESIGNATION T-99, METHOD A. THOSE AREAS TO RECEIV/i /:ILL ARE TO 8£ SCARIFIEfJ TO A DEPTH OF TEN (10) INCHES, BROUGHT TO THE. PROPER. MOISTURE CONTENT AND COMPACTED TO THE ABOVE DENSITY. THE AREA SOURCE OF RLL MATERIAL SHALL BE APPROVED BY THE OWNER PRIOR TO COMMENCEMENT OF WORI<. TESTS OF FILL MATERIAL WILL· BE DONE AT THE OWNER'S EXPOIS£ 22.THE DESrGN SPEED IS 35 MPH, UNLESS OTHERWISE NOTED. THE DESIGN VEHICLf rs WB-40. . 23. AGGREGATE BASE COURSE SHALL COMFORM TO PAG SSPN SEC110N 303 AND 8£ COMPACTED TO 95% MAX. DENSITY. · . 24.ASPHALTIC CONCRETE SHALL COMFORM WITH PAG SSPN SECTION 406, MIX #2,SPECIFICATIONS (SUBDMSION MIX 4.0%±0.2% AIR VOIDS). 25.A R£GISTERED ENGINEER MUST CERTIFY THAT THIS PROJECT WAS CONSTRIJCTED IN SUBSTANTIALCONFORMANCE .WITH THE APPROVED PLANS PRIOR TO THE REQUEST FOR FINAL INSPECTION/ CERnFICATE OF OCCUPANCY OR RELEASE OF ASSURANCES. 26 •. NATIVE PLANTS MUST 8£ FLAGGED AND PROTECTIVE FENCING MUST BE INSTALLED AS REQUIRED .BY THE NATIVE PLANT PRESERVATION .PLAN _PRIOR TO ANY GRADING ACTIVITY. 27.A RIGHT-OF-WAY PERMIT IS REQUIRED FOR CONSTRUCTION WITHIN THE PUBt.lC RIGHT-OF-WAY AND DRAINAGEWAYS. 28.IF ARCHAEOLOGICAL MATERIALS ARE DISCOVERED DURING THE COURSE OF CONSTRUCTION,THESE MUST BE HANDLED PER THE CONDJnONS OF THE ARMY CORPS OF ENGINEERS 404ISSUED FOR T/'IIS PROJECT. 29.IF ANY HUMAN REMAINS OR FUNERARY ITEMS ARE DISCOVERED DURING CONSTRUCT/ON, '· ALL WORK MUST STOP IN. THE AREA OF THE REMAINS AND MR. JOHN MADSEN, REPATRIATION COORDINATOR AT THE ARIZONA STATE MUSEUM, MUST BE CONTACTED IMMEDIATELY, PURSUANT TO A.RS 41-865. 30.THE CONTRACTOR SHALL OBTAIN A TOWN OF MARANA RIGHT'-OF-WAY PERMIT AND SCHEDULE APRE-CONSTRUCT/ON CONFERENCE WITH THE TOWN OF MARANA RIGHT-OF-WAY INSPECTOR PRIORTO COMMENCEMENT OF ANY WORK WITHIN THE PUBUC RIGHT-OF-WAY; 31.THE CONTRACTOR AND ALL SUBCONTRACTORS SHALL OBTAIN A TOWN OF MARANA BUSINESSUCENSE PRIOR TO COMMENCEMENT OF ANY WORI<. � : 32. TRACER WIRE REQUIRED FOR ALL IRRIGATION SlfEVES, � 33 . INSTALtA110NS OF ITEMS SUCH AS LANDSCAPE, IRRIGATION, HARDSCAP[, SIGNAG[,i DECORATIVE. PAVERS OR STAMPED CONCRETE; DECORATIVE MEDIANS, SLOPE ct DRAINAGE � IMPROVEMENTS, PATHS, MONUMENTA110N AND WALLS ETC. WITHIN THE PUBUC � RIGHTS-OF-WAY SHAU. REQUIRE A PERPETUAL UCENSE AGREEMENT FOR INSTALLATION, �.! MAINTENANCE AND INDEMNIFICATION. THIS DOCUMENT SHALL BE EXECUTED AND RECORDED . .WITH .THE COOPERATION OF THE MASTER COMMUNITY ASSOCIATION PRIOR TO �ISSUANCE OF ANY PERMllS OR APPROVAL OF THE IMPROVEMENT PLAN, ALLOWING I INSTALLATIONS. WITHIN THE PUBUC RIGHTS-OF-WAY TO CONSTRUCTION NOTE: ALL SPOT GRADES ARE TOP OF PAVEMENT/FINISHED GRADE UNLESS OTHERWISE INDICATED. ADD ·0.5' FOR TOP OF CURB ELEVATIONSWHERE APPLICABLE ·ALL GRADES. SHOWN ARE ON NGVD DATUM UNLESS SPECIFICALLYIDENTIFIED WITH (NAVD 88). A VEf?TCON NGS CONVERSION OF +2.10'SHALL 8£ USED TO CONVERT NVGD 29 ELEVATIONS TO NAVO 88. 1 2-3 4 5 6-8 9 10 COVER SHEET / SEWER GENERAL NOTES, DOVE MOUNTAIN BLVD .. PLAN & PROFILES TURNAROUND PLAN & PROFILE . ,. 0..PRNATE DRAINAGE IMPROVEMENTS PLAN & PROFILE')· .. DETAILS STRIPING .& SIGNAGE NOTES/DETAILS E: 943959.0± EX. 12" PVC (G-2015-099) DOVE MOUNTAIN BLVD. AND TURNAROUND STRIPING & SIGNAGE PLAN BLUE AGAVE AT DOVE MOUNTAIN, LOTS 1-192, SEO. NO. 20161060098 ACCEPIED: ACCEPTED BY THE TOWN OF MARANA BY: ffe--/b P.C. TdvfN ENG/NEER/DEVELOPMENT ENGINEER BY� :Cl<� ,.�MARANA PLANNING DIRECTOR DATE: DATE: ACCEPIED: PIMA COUNTY REGIONAL WASTEWATER RECLAMATION DEPARTMENT (PCRWRD) DATE REVISION BY CH -UGE-or-U3-EXISTING UNDERGROUND EU:CTRIC (APPROX. LOCAnON) - EX MH 2598-01 ,,.... APPR G-2015-099 OWNER/DEVELOPER OM PHASE N INVESTMENT, L.L.C. C/0: COTTONWOOD PROPERTIES, INC. ATTN: WILLIAM HALLINAN 3567 E. SUNRISE DRIVE, #219 TUCSON, ARIZONA 85718 520-299-8424 CURB ACCESS RAMP AS NOTED X 88.1 DESIGN .SPOT GRADE I CROSS SECTION REFERENCE '., -:- ... _. ; . 100 Y&IR FLOODPRONE UN£ ("F.P.L. ") EROSION SE:TBACK UN£ ("E.S.L. 7 EXISTING STABILIZED SEWER PATH PROPOSED DECORATIVE DOVE MOUNTAIN HANDRAIL -o---o--PROPOSED GUARD/1AIL (SEE SHEET 9, ENG1402-002) PROPOSED 2-4" SCH.40 PVC IRRIGATION SLEEVES +BASIS OF ELEVATION/BENCHMARK (SEE LOCATION MAP) ABBREVIAnON LIST: T.O.M. PT PC re R L SM £CR BCR BCSM TOWN OF MARANA POINT OF TANGENCY POINT OF CURVATURE INLCUDED CENTRAL ANGLE RADIUS LENGTH SURVEY MONUMENT END CURB RETURN BEGIN CURB RETURN BRASS CAP SLJRV['( MONUMENT ENG1706-005 REF#PRV-1609-001 PtlW/00040 G-2017-064 PUBLIC PAVING, DRAINAGE, SEWER AND PR/VA TE GRAD/NG/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27. 73 TO 337 + 15.66 IN SECTION 21, T11S, R12E. GctSRBM, TOWN OF MARANA, PIMA COUNTY, ARIZONA �1ne. Baker & Associates Engineering, Inc. � 3561 E.SunriseDoive,Sulte#225 Tucson,Ariz0na85718 (520)318-1950 Fax(520)318-1930 SCALE: HORIZ: 1"=150' C.l.=1' DRAWN BY: MVM DESIGNED BY: MVM CHECKED BY: MVM DATE: 6/21/17 REV. DATE: 7/24/17 REV. DATE: 8/28117 DRAWING# SHEET 2393-QFfSITE-IP.OWG 1 of 10 PlANl2393 EXHIBIT A 1. ALL DESIGN STANDARDS, MATERIALS AND WORKMANSHIP FOR PUBLIC SANITARY SEWERS SHALL BE IN ACCORDANCE WITH THE PIMA COUNTY REGIONAL WASTEWATER RECLAMATION DEPARTMENT (PCRWRD) ENGINEERING DESIGN STANDARDS 2016 (EDS 2016) AND THE STANDARD SPECIFICATIONS AND DETAILS FOR CONSTRUCTION 2016 SSDC 2016). SAID DOCUMENTS ARE AVAILABLE THROUGH THE PCRWRD WEBSITE (www,pima.gov/wastewaterreclamation). 2. BASIS OF ELEVATION-- sE1= GENERAL NOTES, 13, SHEET 1 3. BASIS OF BEARING -SEE GENERAL NOTES, 12, SHEET 1 Y 7Y THAT REQUIRES MATERIALS OR EQUIPMENT T4. ANY CONSTRUCTION ACTIVITY HAVING THE POTENTIAL TO DAMAGE EXISTING PUBLIC SANITARY SEWERS OR AN AC77V1 T EQU TE !AO ENTER EXIS77NG PUBLIC SANITARY SEWERS SHALL REQUIRE A PIMA COUNTY RWRD SEWER CONSTRUCTION PERMIT PRIOR TO COMMENCING THAT AC77VITY. 5. SEWER CONSTRUCTION SHALL NOT COMMENCEUNTIL: (A) THE ARIZONA DEPARTMENT OF ENVIRONMENTAL QUALITY (ADEQ) OR ITS DELEGATED AUTHORITY HAS ISSUED PCRWRD PUBLIC ER CONSTRUCTION E MIT CONTACT THE PCRWRDACONSTRUCTIONAUTHORIZATIONFORTHISPROJECT; (B) THE CONTRACTOR HAS OBTAINED A BL C SEWPERMIT ( PERMITS SEC77ON AT (520) 724w-6649 FOR PERMIT APPLICATION REQUIREMENTS), (C) THE CONTRACTOR'S FLOW MANAGEMENT PLAN HAS BEEN SUBMITTED THIRTY (30) CALENDAR DAYS PRIOR TO THE PRE-CONSTRUC77ON MEETING AND APPROVED BY PCRWRD FIELD ENGINEERING, AND (D) A PRE -CONSTRUCTION ME'E'TING WITH THE ASSIGNED PIMA COUNTY PROJECT FIELD INSPECTOR IS SCHEDULED AT LEAST THREE (3) FULL BUSINESS DAYS PRIOR TO COMMENCING WITH SEWER CONSTRUCTION. 6. THECONT3ACTOR SHALL SUBMIT A FLOW MANAGEMENT PLAN (FMP) r0 PCRWRD FIELD ENGINEERING FOR APPROVAL BEFORE PROCEEDING WITH ANY WORK THAT MAY AFFECT LIVE SEWERS. THE FMP SHALL IDENTIFY AND INCLUDE ALL FLOW MANAGEMENT COSTS IN THE CONSTRUCTION BID. THE AMP SHALL BE SUBMITTED THIRTY (30) CALENDAR DAYS PRIOR TO THE SEWER PRE -CONSTRUCTION MEETING. FIELD ENGINEERING WILL REVIEW THE FMP WITHIN TEN (10) BUSINESS DAYS TO ACCOMMODATE PLEA CONTACT PCRWRD FIELD ENGINEERING AT 5 0REVIEWANDREVISIONCYCLES. REFER TO PCRWRD SSDC 2016, SECTION 2 FOR FMP REQUIREMENTS.SEC T W (2 ) 724-2651 FOR ANY QUESTIONS REGARDING FLOW MANAGEMENT. 7 THE CONTRACTOR SHALL FURNISH, OPERATEAND MAINTAIN ALL EQUIPMENT AND LABOR NECESSARY TO PROVIDE CONTINUOUS 24 HOURS PER DAY SANITARY SEWER SERVICE TO ALL PARTIES TRIBUTARY TO A LIVE SEWER TO WHICH A CONNECTION IS TO BE MADE THE PCRWRD CONVEYANCE DIVISION SHALL BE NOTIFIED AT (520) 724-3400 A MINIMUM OF TWO (2) BUSINESS DAYS PRIOR TO COMMENCING ANY CONSTRUCTION ACTIVIT THAT IMPACTS THE FLOW WITHIN ALIVE SANITARY SEWER SYSTEM OR INVOLVES CONNECTING TO A LIVE SANITARY SEWER. SEE PCRWRD SSDC 2016, SECTION 2 FOR MORE INFORMATION, 8, THE INSPECTION OF THE CONTRACTOR'S WORK BY AN AGENCY AND/OR PCRWRD STAFF SHALL IN NO WAY RELIEVE THE CONTRACTOR OF THE RESPONSIBILITY FOR COMPLIANCE WITH THE REQUIREMENTS OF THE APPROVED CONTRACT DOCUMENTS IF THE DESIGN ENGINEER OR PCRWRD STAFF FAIL TO POINT OUT A DEFECT, DEFICIENCY OR ERROR IN THE WORK FROM LACK OF DISCOVERY OR ANY OTHER REASON, IT SHALL IN NO WAY PREVENT LATER REJECTION OR RELIEVE THE CONTRACTOR OF PERFORMING CORRECTIONS TO THE UNSATISFACTORY WORK WHEN DISCOVERED. THE CONTRACTOR SHALL NOT FILE A CLAIM FOR LOSSES SUFFERED DUE TO ANY NECESSARY REMOVALS OR REPAIRS RESULTING FROM THE UNSATISFACTORY WORK. 9. SEWER PLANS THAT BEAR THE PIMA COUNTY DEVELOPMENT SERVICES DEPARTMENT (DSD) APPROVAL STAMP OR THE PIMA COUNTY RWRD ACCEPTANCE SIGNATURE SMALL ONLY BE USED FOR THE CONSTRUC77ON OF PUBLIC SANITARY SEWER FACILITIES. APPROVED PLANS REQUIRING DESIGN REVISIONS SHALL BE RESUBMITTED TO PIMA COUNTY DSD OR RWRD (AS APPROPRIATE) FOR REVIEW AND RE APPROVAL PRIOR TO START OF THE REVISED SEWER WORK. 10. ANY SEWER CONSTRUCTION WORK THAT IS NOT INCLUDED IN THE APPROVED SEWER PLANS WILL NOT BE ACCEPTED BY PCRWRD, SEE PCRWRD SSDC 2016, SECTION 1.4.5 REGARDING THE APPROVAL OF FIELD CHANGES, 11. IMMEDIATELY REPORT ANY OF THE FOLLOWING TO THE PCRWRD OPERATIONS CONTROL CENTER (OCC) AT (520) 724-3400: ANY RELEASE OF SEWAGE, ANY DAMAGE TO THE PUBLIC SANITARY SEWER SYSTEM, OR THE DROPPING OF DEBRIS INTO A PUBLIC SANITARY SEWER MANHOLE. A PCRWRD REPRESENTATIVE WILL BE DISPATCHED TO TIME SITE. THE CONTRACTOR SHALL TAKE IMMEDIATE ACTION TO CONTAIN A SANITARY SEWAGE OVERFLOW (SSO), THE CONTRACTOR SHALL BE RESPONSIBLE FOR ALL COSTS TO REPAIR THE SYSTEM, MITIGATE THE RELEASE OF SEWAGE, DISINFECT THE RELEASE AREAS, AND ANY REGULATORY PENALTIES LEVIED ON PCRWRD FOR SEWAGE ENTERING A NATURAL DRAINAGE WAY OR STORM WATER DRAINAGE SYSTEM. THE CONTRACTOR SHALL, REPAIR ALL DAMAGE AS DIRECTED AND APPROVED BY THE PCRWRD FIELD REPRESENTATIVE: 12. THE CONTRACTOR SHALL CONTACT "ARIZONA 811" (DIAL 811 OR 1-800-782-5348) A MINIMUM OF TWO (2) BUSINESS DAYS PRIOR TO COMMENCING CONSTRUCTION ACTIVITIES. THE CONTRACTOR SHALL KEEP ALL UNDERGROUND FACILITY LOCATION REQUESTS UP-TO-DATE AND COMPLY WITH ARIZONA REVISED STATUTES A.R.S.), TITLE 40, CHAPTER 1, ARTICLE 6.3, SECTION 40--360.22, CONCERNS REGARDING THE ACCURACY BETWEEN THE UNDERGROUND FACILITY MARKINGS AND THE PROJECT PLANS SHAD BE IMMEDIATELY REPORTED TO THE DESIGN ENGINEER. 13, CONTRACTOR SHALL MAINTAIN ACCESS TO ALL SANITARY SEWER MANHOLES AT ALL TIMES. 14, THE CONTRACTOR SHALL FIELD -VERIFY EXISTING SEWER LINE ELEVATIONS AND ALIGNMENTS PRIOR TO CONSTRUCTION, VERIFICATION MAY REQUIRE POT -HOLING. 15. ANY HOUSE CONNEC77ON SEWER (HCS) OR BUSINESS CONNECTION SEWER (BCS) LINES ENCOUNTERED DURING CONSTRUCTION SHALL BE PROTECTED, REPAIRED, OR RE'ROUTE'D, AS THE SITUATION DICTATES, PER PCRWRD SSDC 2016 DETAIL NO. RWRD 400 AND AT NO EXPENSE TO THE PROPERTY OWNER OR PCRWRD, HCS AND BCS LINE'S ARE NOT OWNED OR MAINTAINED BY PCRWRD. PRIVATE CONNECTION SEWERS CONSTRUCTED PRIOR TO JANUARY 2006 ARE NOT REQUIRED TO BE LOCATED AND MARKED, 16, SURVEY LAYOUT AND SURVEY CONTROL SHALL BE PERFORMED BY, OR UNDER, THE DIRECT SUPERVISION OF AN ARIZONA RLS 1Z SURVEY CUT SHEETS SHALL BE PREPARED IN ACCORDANCE WITH PCRWRD SSDC 2016, SECTION 3.23(A)(i). CERTIFIED CUT SHEETS SHALL BE SUBMI77-ED TO THE PCRWRD FIELD ENGINEER PRIOR TO COMMENCEMENT OF SEWER CONSTRUCTION. CUT SHEETS ARE FOR PCRWRD REFERENCE ONLY AND SHALL NOT DELAY SEWER CONSTRUCTION DUE TO REVIEW OF THE DELIVERABLE: ANY ERRORS OR OMISSIONS RESULTING IN IMPROPER SEWER CONSTRUCTION SHALL NOT BE THE RESPONSIBILITY OF PCRWRD. REFER TO PCRWRD SSDC 2016, SECTION 3.2.3(A)(ii) FOR CONSTRUCTION SURVEY STAKING REQUIREMENTS. 18. THE DEVELOPER OR CONTRACTOR SHALL RETAIN AN ARIZONA -REGISTERED LAND SURVEYOR (RLS) FOR PREPARATION OF THE SEWER AS -BUILT PLANS. SEWER ACCEPTANCEAS -BUILT PLANS SHALL CONFORM TO SSDC 2016, SECTION 1.4.7 AND ARE REQUIRED FOR FINAL OF SEWERE CONSTRUCTION BY PCRWRD. THE DEVELOPER OR CONTRACTOR SHALL SUBMIT TWO FULL --SIZE COPIES, AND AN ELECTRONIC VERSION, OF THE AS -BUILT SEWER PLANS TO THE PCRWRD FIELD ENGINEER. 19. NEW PUBLIC SANITARY SEWER FACILITIES MUST BE TESTED, INSPECTED AND AUTHORIZED FOR DISCHARGE BY PCRWRD AND ADEQ, OR IT'S DELEGATE, PRIOR TO DISCHARGING INTO THE EXISTING PUBLIC SANITARY SEWER SYSTEM. 20, THE CONTRACTOR SHALL COMPLY WITH APPLICABLE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION (OSHA) REGULATIONS AT ALL TIMES 21. PRIOR TO THE INSTALLATION OF SANITARY SEWERS, ALL ROUGH GRADING, INCLUDING FILL, SHALL BE COMPLETED TO A MINIMUM OF 4 FEET OVER THE TOP OF THE SDC 2016, DETAIL NI 1 4 RSEWERPIPEBEDDING, SHADING, AND TRENCH BACKFILL COMPAC770N SHALL BE PERFORMED IN ACCORDANCE WITH PCRWRD S O> RWRD O , O AS SHOWN ON THE PLANS, SHOULD GROUND WATER OR UNANTICIPATED SOIL COND17IONS BE ENCOUNTERED, THE BEDDING SHALE. BE MODIFIED BY THE DESIGN ENGINEER AND APPROVED BY THE PCRWRD FIELD ENGINEER. WHEN THE NEW SEWER IS LOCATED WITHIN A PUBLIC SEWER EASEMENT COMPACTION OF BACKFILL SHALL BE IN ACCORDANCE WITH THE CONSTRUCTION DOCUMENTS OR AS OTHERWISE DIRECTED BY PCRWRD. WHEN THE NEW SEWER IS LOCATED WITHIN RIGHT-OF-WAY, COMPACTION OF BACKFILL SHALL BE IN ACCORDANCE WITH THE RIGHT-OF-WAY AGENCY HAVING JURISDICTION. REGARDLESS F THE STATIONING SHOWN ON THET22. SANITARY SEWER CONSTRUC77ON SHALL START AT THE LOWEST DOWNSTREAM POINT AND PROCEED UPSTREAM, R 0 PLANS. IF CONSTRUC770M CANNOT BE PERFORMED IN THIS MANNER, THE CONTRACTOR SHALL PROVIDE AN OUT -OF -SEQUENCE LETTER FOR APPROVAL BY THE PCRWRD FIELD ENGINEER PRIOR TO THE START OF SEWER CONSTRUCTION. 23. THE HORIZONTAL AND VER77CAL SEPARATION BETWEEN PUBLIC WATER MAINS AND PUBLIC SEWER LINES SHALL COMPLY WITH ARIZONA ADMINISTRA71VE CODE (A.A.C.) R 18--5-502 AND PCRWRD SSDC 2016, DETAIL N(. RWRD 10$. 24. PLANTING WITHIN PUBLIC SEWER E'ASE'MENTS SHALL ONLY BE ALLOWED WITH SPECIAL APPROVAL. TREES WITH BRANCHES OR ROOTS HAVING THE POTENTIAL TO EXTEND INTO PUBLIC SEWER EASEMENTS SHALL BE AVOIDED. IN SPECIAL CASES, WHERE THE PUBLIC SEWERS MUST BE LOCATED OUTSIDE PAVED OR STABILIZED AREAS, LANDSCAPING AND PLANTING SHALL ADHERE TO GUIDELINES IN PCRWRD EDS 2016, SECTION 77 AND PCRWRD SSDC 2016, DETAIL NO. RWRD 111. 25. ALL STORM WATER POLLU77ON PREVEN77ON PLAN (SWPPP) MEASURES SHALL BE INSTALLED TO PREVENT ALL STORM WATER, CONSTRUCTION WAT'E'R, FUELS, ICHEMICALS, LIQUIDS, OR OTHER CONTAMINANTS, FROM BEING DIRECTED INTO OR ONTO ANY SANITARY SEWER FACILITIES. PROTECTION OF SANITARYSEWSRFFACILITIESILTIES SHALL BE A PART OF THE APPROVED CONSTRUCTION SWPPP AND BEST MANAGEMENT PRACTICES. PROTEC77ON DEVICES SHALL BE INSTALLED AND MAINTAINED AROUND T RE T LIMITED TO THE USE OFIITNALMEASURESSHALLINCLUDE, BUT A NOALLPOTENTIALLYAFFECTEDSANITARYSEWERFAC/CITIES WITHIN THE PROJECT LIMITS. ADD O HAL 1 UD , , RAIN STOPPERS AND MANHOLE COVERS AS DEEMED NECESSARY BY PCRWRD. 26. ALL PROJECT ACTIVITIES MUST BE KEPT WITHIN THE PROJECT AREAS CONCERNING HUMAN BURIAL REMAINS, ARCHAEOLOGICAL CLEARANCE RECOMMENDATIONS DO NOT EXEMPT THE DEVELOPMENT FROM COMPLYING WITH STATE BURIAL PROTECTION LAWS. IN THE EVENT THAT HUMAN REMAINS, INCLUDING HUMAN SKELETAL REMAINS, CREMATIONS, CEREMONIAL OBJECTS OR FUNERARY OBJECTS, ARE FOUND DURING EXCAVATION OR CONSTRUCTION, GROUND DISTURBING ACT M77ES MUST CEASE IN THE IMMEDIATE VICINITY OF THE DISCOVERY, ARIZONA STATE" LAWS ARS 41-844 AND 41-865 REQUIRE THAT THE ARIZONA STATE MUSEUM BE N077FIED OF THE DISCOVERY AT (520) 621-4795 SO THAT CULTURAL GROUPS WHO CLAIM CULTURAL OR RELIGIOUS AFFINITY TO THE REMAINS CAN MAKE APPROPRIATE ARRANGEMENTS FOR THE PE'PATRIATION AND REBURIAL OF THE REMAINS THE HUMAN REMAINS WILL BE REMOVED FROM THE SITE BY A PROFESSIONAL ARCHAEOLOGIST PENDING CONSULTATION SAND REVIEW BY THE ARIZONA STATE MUSEUM AND THE CONCERNED CULTURAL GROUPS. Project Specific Notes 27. SPECIAL CARE SHALL BE TAKEN TO ENSURE DESIGN SLOPES ARE MAINTAINED. SEWERS CONSTR'UCTE'D AT INSUFFICIENT SLOPES WILL NOT BE ACCEPTED BY PCRWRD FIELD ENGINEERING AND/OR ADEQ. CORRECTIVE ACTION, INCLUDING RE -CONSTRUCTION OF THE SEWER(S), WILL BE AT THE SOLE EXPENSE OF THE PROJECT OWNER/CONTRACTOR 28. THE CONTRACTOR SHALL ADJUST OR RECONSTRUCT ALL SANITARY SEWER MANHOLE'S TO FINISHED GRADE. ALL FRAMES AND COVER ADJUSTMENTS SHALL BE IN ACCORDANCE WITH PCRWRD SSDC 2016, DETAIL NOS. RWRD 211, 212, 304 OR 305 (AS APPLICABLE). THE CONTRACTOR SHALL PROTECT THE BENCH AND FLOW CHANNELS WITH A COVER PER PCRWRD SSDC 2016, DETAIL NO. RWRD 306. PRIOR TO COMMENCING ANY WORK TO THE MANHOLE AND REMOVE THE COVER AFTER ALL YORK IS COMPLETED. THE CONTRACTOR SHALL ENSURE THAT FRAME'S AND COVERS ARE CLEAN AND FREE FROM ANY AND ALL ATTACHED MATERIALS (ASPHALT, CONCRETE, ETC) AND THAT ALL VENT HOLES ARE OPEN AND CLEAR OF OBSTRUCTIONS, AS APPROVED BY THE PCRWRD FIELD ENGINEER EXISTING FRAMES ANDIOR COVERS THAT ARE DAMAGED OR CANNOT BE COMPLETELY CLEANED SHALL BE REPLACED WITH A NEW FRAME AND COVER IN ACCORDANCE WITH PCRWRD SSDC 2016, DETAIL NO. RWRD 213 - 218, COST'S ASSOCIATED WITH EXISTING FRAME'S AND COVERS THAT ARE LOST OR DAMAGED DUE TO THE CONTRACTOR'S OPERATIONS SHALL BE THE RESPONSIBILITY OF THE CONTRACTOR 29. BACKWATER VALVES ARE NOT REQUIRED FOR PROJECT UNSUBDIVIDED PARCEL 218-31-002U, LANDMARK TRUST 18379-T" C/O DM PHASE IV INVESTMENT', L.L.C. 32 67 SUNRISE DQE, 1 #219, 323+7750 50' RT T N, ARIZONA $ V EL: a SHEET ' ,` i CAP ENS OF 1~- _` CALL i'LAFOLL f = ' ,,STUB IUT ; t. l,.... 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PATH SEE PRIVATE GRADING PLANS) £CR 2+10.51 18.89' RT EL. 11.1 END VERT. CURB EL 10.92 2+20.22, 25.7J' RT EL. 10.73 • COMPACTED SUBGFIAD£ RAD. PT 337+31.91, 45' LT',, ; (co&sr ccr 1./ N71'27'56"E 12.83 £CR 335+ 9.6 EL. 17.14 \ 6' STABILIZED D.G. PATH (1' BEHIND CURB) PCC 335+00, 16' RT EL. 18.92 (') /.... 0 20 tJ:t 1Js · .•. tJ:t SCALE IN FEET C.l.=1' ' CJj PCC 335+00 EL. 18. B +0016' LT PCC 335+58.19 16' RTiCONST CL =4+ 8.97 OU REL. 17.56 335+58.19, 19' RT CONST CL , END DECORATNE GUARDRAIL (MATCH EX. DOVE MTN. BLVD GUARDRAIL SEE SHT 9, ENG1402-002) CUL-DE-SAC NOTE: STATIONING/PROFILES ALONG FACE OF MEDIAN & OUTER CURBS NOTE: ALL SPOT GRADES ARE TOP OF PAVEMENT/FINISHED GRADE UNLESS OTHERWISE INDICATED. CAUTION: CONTRACTOR TO VERIFY LOCATION (HORIZONTAL & VERTICAL, IF NECESSARY) OF ALL UNDERGROUND UT/UT/ES PRIOR TO CONSTRUCTION. KEYNOTES FILL & COMPACT TO 95% OF DRY DENSITY DETERMINED IN ACCORDANCE WITH ARIZONA METHODS PRIOR TO ffiENCHING FOR SEWER.(TYP) 6" VERT CURB (TYPE 2) PAG SD 209 CURB ACCESS RAMP PER T. O.M. SD 600-2 w/ WING LENGTH AS NOTED(IN FT) 6''x12" CONCRETE HEADER PER PAG SD 213 2-4" SCH.40 PVCIRRIGATION SLEEVES ALL GRADES SHOWN ARE ON NGVD29 DATUM UNLESS SPECIFICALLY IDENTIFIED WIT/-/ (NAVD 88). A VERTCON NGS CONVERSION OF +2.10' SHALL BE USED TO CONVERT NVGD 29 ELEVATIONS TO NAVD 88. ENG1706-005 REF#PRV-1609-001 G-2017-064 PUBLIC PAVING, DRAINAGE, SEWER AND PRIVATE GRADING/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27.73 TO 337+15.66 IN SECTION 21, T11 S. R12£, G&SRBM, TOWN OF MARANA, PIMA COUNTY, ARIZONA t """""-"""'""'".,.,"' Baker & Associates Engineering, Inc. � "'""'•'""'b''°"' ,00 """''"""""""" 3561 E. 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I ' I ' ' I /1 /// I ..,. ,. / ; _,/ . // / i/ /1,._ ( ' .'/ 0 40 / \ l• I \ ' / ' \ '' • '\.\ \ ' -. \ / . a , ..,i _, �-v '· 1 \ .r, \ -··'\ ' . ) +-.�L_x, 336+00 335+00 334+00 ' / t 333+00 ,. Ii. ; ·-;;ft,/' J/ / /I -·- \ 1 ./' \ .· '· PRIVATE DRAINAGE IMPROVEMENTS 332+00 331+00 330+00 ;\ \ ' \ \ j\ PROPOSED \ : SEE SHEETS 2-4 FOR ROAD PLAN & PROFILES , '-... . ( ") BLUE AGAVE AT DOVE MOUNTAIN 13,.�--, .. _ -/ I !LOTS 193-256I � n�':l· \ NOTE: STATIONING ALONG DOVE MOUNTAIN BOULEVARD R/W CENTERUNE 329+00 328+00 f"\ I 327+00 \ 326+00 -�,-,-1 - / ,,. I ' r) ! ); 325+00 324+00 ,.J l NOTE: ALL SPOT GRADES ARE TOP OF PAVEMENT/FINISHED GRADE UNLESS OTHERWISE INDICATED. ALL GRADES SHOWN ARE ON NGVD29 DATUM UNLESS SPECIFICALLY IDENTIFIED WITH (NAVD 88). A VERTCON NGS CONVERSION OF +2.10' SHALL BE USED TO CONVERT NVGD 29 ELEVATIONS TO NAVO 88. ENG1706-005 REF#PRV-1609-001 G-2017-064 .f � � CAUTION: CONTRACTOR TO VERIFY LOCATION t (HORIZONTAL & VERTICAL, IF NECESSARY) PUBLIC PAVING, DRAINAGE, SEWER AND PRIVATE GRADING/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27.73 TO 337+15.66 IN SECTION 21, T/15, R12E, G&SRBM, TOWN OF MARANA, PIMA COUNTY, ARIZONA � OF ALL UNDERGROUND UT/UT/ES PRIOR j TO CONSTRUCT/ON. Crn>loclAriwna8i1,t1,a•twofwl Baker & Associates Engineering, Inc. ii w,,,,,, __ , '"" "°'" """"""" 3561 E. Sunrise Drive, Suite #225 Tucson, Arizona 85718 (520) 318· 1950 Fax (520) 318-1930 �------SCALE: HORIZ: l'=40'-0R"cA",W"'N=BY.c;:c'cM Cc VM------+"C'O'='AT,ccE:c'6/sc21""11'"7==---+CcDRc::A""W=IN=G=#==:cc----1 SHEET ; � vrnr: 1·=4· oes1aroeo sv: MVM REV. 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' .. · . : ."_. _ ....... ··-:: ,' �--.. .-�. - _ : . . . . a - _ . . . ; . . . . ; , . . : . · - ' - - ' - - ! - + I - - , . . . . . ±:_=:,,+,-•. . 332+00 22' Rt . EL.19.61 . . � 1--X20,38. COMPACTED SUBGRADE � 3:1 SLOPE TYPICAL X-S_E_C_TI_ON ______ _V (SOUTH SIDE) NTS : . '._·, ·-'.::> · ___ ,.-.... :.·'-·.:<·-:- .. *-EXCEPT AT TRANSITION AREAS WEDGE CURB COMPACTED SUBGRADE MEET EX. GROUND _:.' .. :-. . . ·." ·. ' ' -::-. ' ., . -.. ,• 332+o0.80 39:98 .. LT ·FND 10 CURB TRANS. · PER PAG SD 210 .£L. .19.67 · .. £CR 33}+48:74 '4BA6'LT ... · .· EL. 20;78 \ \ 8CR 331+98.07. 49.93' LT J: BEGIN 10' CURB TRANS. / / PER PAC SD 210 VERTICAL CURB SEE f / EL. 19.8 PRIVATE PAVING PIAN :�1, I u fl ;;u // l> I! . I // I II I @ CHAPARRAL SAGE ROAD CURB RAMP DETAIL @3:1 SLOPE TYPICAL X-SECTION3 (NORTH SIDE) NTS KEYNOTE FILL & COMPACT TO 95% OF DRY DENSIJY DETERMINED IN ACCORDANCE WITH ARIZONA METHODS PRIOR TO TRENCHING FOR SEWER.(TYP) TRANSITION PATH TO RAMP WING -1-:-:­..,..,._.� .. ..._,.,-,,..,-. � I .. £CR 324+34.71, 22' RTI . . . . . l EL. 29.56 . . . . J . .( .. .. .· .: ' :1 •... . r·· •I · . •· ·r ··• so··.· ···•··· ... '(·· \ \ I r BCR 324+04.82 40.18' RT END CONG. HfADER a.,30.71 ( . \ \ --+---/ I • I C >1 t ··. ·. · ·. · 2 !rEMO\IABI.E BOLLARDi•i'ER} . . . . . . . . . . . ... / j / / ./ ··.. . · t. ' ... . . ,"• . . .. -- . ···:·--. r . �:"�:' -� /P". tX::43 •···· .... · \_� 31.74( · .·· ii ··.· ·...c-_-. -=J2-::.5!J;-,--7'/C::°'\:--- .. • .. \',,�· > ... •••. ·. ••···. · ..•. · ...• ·.. ·•.· . . .•. /'3���'�···· .· •.. ·· ..• · .... \.· ..·> -:--��---c,-.----x //' .c-? � · >. i.i i.··· ·.. "�. r_/ .. Y: ... ··· ·.. < i> .· .. • . .•. \\: __ _._,?/ BCR.J23+31.7fi '21,9' RT. · EL. 32.61 �-- ______ J,..-'j . . .I ,----. ----- f - . . i r . J . ' . . 1 . . . - / ;· . . . { ' . I , I ' G EAST STUB SIREET DETAIL 6' VERT CURB (TYPE 2) PAG SD 209 CURB ACCESS RAMP PER T.O.M. SD 600-2 w/ WING LENGTH AS NOTED(IN FT) 6"X12" CONCRETE HEADER PER PAG SD 213 2-4" SCH.40 PVCIRRIGATION SLEEVES o 10 SCALE IN FffT C.l.=1' TRANSITION PATH TO RAMP WING I Iii J1 I . ,. : I_ I .·I I . . I I ... · I I . . 1 f. I II I I I I I I I I I. l · Ill · · t 'I· · l I . I IJ--II I. I I.f If·-jI II I I } ,, . . _.: ." l I ·..@11·. I ' . I .I . I I . I Il .1. I II II .1 w I 1 CURB o 10 SCALE IN FEET C.i.=1' 2' WEGGE CURB 6 REVEAL ' / 1' CONG. HfADER -. '" .. 8' BRICK PAVERS 3-1 8" PAVERS* 1' CONC. HfADER ·' FINISHEO GRADE _l·, ...... !11. , ·•"' :,� ::-••, .. ·(,M ,-.,, ;,,.;.-: · . ,:>,,.:;�.· .. :· ,.';'•�:;�\ CLASS •s• CONCRDF .. . . . . . 1 • SAND CEMENT f 4 • CONG. BEDDING PER PAG STD. SPEC. 932-3, CLASS ,1 *-MEGA BURGERAC SIERRA BLEND, 3-1/8" THICK, 3-PIECE MODULAR SYSTEM. � TYPICAL BRICK PAVER CROSSWALK DETAIL �..__:...:.:....:.=.:_=.:....:::..:._ __________ ��----- '. \ .·'1· '. ' 1 ll \ 17. ) I•I • ··--,·:::: :; --.Y_>.'.' .. :;·; __ \< .. ··;_\i·. �- 10' TRANS. ./ \"' '" '" I I 0 DRAINAGE OUTLET/UTILITY PAD DETAIL CURB TRANS. 6" TO O" REYEAL 2' WIOE DEPRESSED CURB 18.1 ·.·.·L·r··. ·· ... · ... . ' . -. . .. -·-·, . ···TRANS?·• . 6 .. .. '- .. ---: ·, .. ,i·";'" . '<.·· .. ··· . ... ·.>;·.··.··.···· .... •·.·· .. ··.•·· .. <'\(_� I PROPOSE I '� 333+39.60, 19' LT BEGIN DECORAHVE GUARDRAIL (MATCH EX. DOVE MTN. BLVD GUARDRAIL SEE SHT 9, ENG/402-002) 18.6 4' DECORATIVE GUARDRAIL (MATCH � EX. DOVE MTN. BLVD GUARDRAIL SEE SHT 9, ENG/402-002) 6" I I ! \ _. .• .--�-- 0I SCALE IN FEET C.l.=1' ... ,(i. . . : ... . ·4;.:� : .; .. , . "'·,·:.. . . ., : • 0 CURB END DETAIL . . . . . � ,• .�. ·. � 6" THICK CONG. SPILLWAY W 6"x6 WWfW2.1xW2.1) ON COMPACTED SUBGRADE 2' 47' NOM. WI 6"x6" WWFrW2.1xW2.1) ON COMPACTEJ5 SUBGRADt 6' MIN. OJA. ROCK HAND PLACED IN 4 GROUT BED AND CLEANED FREE OF ANY VISIBLE GROUT ON COMPACTED SUBGRADE 0 DRAINAGE OUTLET SPILLWAY X-SECTION9 (SLOPE PROTECTION) 2· NTS @ DRAINAGE OUTLET SPILLWAY X-SECTION CQf!fflct A!Uons 811 at laasl twD full ��,::,&;'''"JJ..,,,,.....,....,,,,.,,,,,..--r-:,==------,"ov'-;-;�-r,iooi,-1 caua11 o,�1.,.MwnaS11 . .,,.. NO DATE REVISION BY CH APPR ENG1706-005 REF#PRV-1609-001 G-2017-064 PUBLIC PAVING, DRAINAGE, SEWER AND PRIVATE GRADING/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27.73 TO 337+15.66 IN SECHON 21, Tl 1S, R12£, G&SRBM, TOWN OF MARANA, PIMA COUNTY, ARIZONA Baker & Associates Engineering, Inc. 3561 E. SunrlSe Drive, Suite #225 Tucson, Arizona 85718 (520) 318-1950 Fax {520) 318-1930 DRAWN BY: MVM DATE: 6/21117 DRAWING# SHEET DESIGNED BY: MVM REV. DATE: 7124117 2393•0ffSIT&IP.DWG 6 of 1 0 CHECKED BY: MVM REV. DATE• 8128117 PU\N #2393 4' 1 '2' WEDGE CURB DECORATIVE GUARDRAIL MATCH EX. DOVE M N. BLVD G ORAILSEE SHT 9, ENG/402-002) (WHERE SHOWN) TOP LAYER Of ROCK TO BEFLUSH wrrH TOP OF CURB MEET EX.GROUND 2' WEDGE CURB ,i .. FOR GUARDRAIL POSTS PER PER ADOT B-10.0l(MODIFY AS NECESSARY FOR DOVE MTN. BLVDGUARDRAIL POST GEOMF/RY) VARIES HW. EI 18.90 COMPACTEDSUBGRAOE 0}) SLOPE PROTECTION X-SECTION (FILL SLOPE)NTS ®BOX CULVERT HEADWALL/GUARDRAIL DETAIL NTS " �-�\ \ SEE DETAIL 21, SHEET 8 FOR INLET DETAILS .,,, I> I> \" 4 I> /J \ .. \ 'f;, \ .. f>.ll\ I> LVERT INUJ G.QNTROL POINTJ34+89.94, 25.75' RT CONG. LEVEL HE:AOWALLIWINGWALLS PER AOOT B-08.10 (LENGTH AS NOTEO)HEADWALL EL. 20.00 !NV. EL .• 12.90 . il .Jj. • l> 4 . ·.· . .., .1� ·\_·, . ..: ·. \ \' . ' . , I. ,."-\ I.: I>12.9(1) 11 7 TH. 8' STABIUZED D.G. PATH(4' BEHIND CURB) NOTE: CON'IT?ACTOR SHAU.. MAINTAIN 2' MINIMUM COVER OVER BOX CULVERT AT ALL TIMES DURING CONSTRUCTION UNTIL FINAL ROADWAY SECTION IS COMPl.£TED. KEYNOTE FILL & COMPACT TO 95% OF DRY DENSITY DETERMINED IN ACCORDANCEwrrH ARIZONA METHODS PRIOR TO mENCH/NG FOR SEWER.(TYP) 6' VERT CURB (TYPE 2)PAG SO 209 CURB ACCESS RAMP PER T.O.M. SD 600·-2w/ WING LENGTH AS NOTED(IN FT) D RQd(RtPRAP 6"X12" CONCRETE HEADER PERPAG SD 213 ", /J.O;(/:X), 1 XJ CONG. CUTOFf\WALf. W/ 6"x6" WWF(W2.1 xw.;?.1) \ ALONG OUTLET BASIN '\ PERIMETER \ \ \ ON FILTER FA RIC ON, COMPAC'ff.O SlJBGf?ADE1 (APRON INVER� ONLY) ! _ __...,___.---- ·,"' '-, ; BOX CULVERT DETAIL / i I 19.0' 11----�:.._ ___ _J NOTE: STATIONING ALONG DOVE MOUNTAIN BOULEVARD R/W CENTERUNE \ \ & TOEDOWNS SHALL MEET WINGWALLS 1J.J± EX / \\'\. ; CUL VERT OUTLET COM/ROL POINT '014+89.94, 25.25 L \ CONG. HfADWALLIWi�WALLS PER Af}/)T '1. B:i..o4.10 (o· SKEW) W/N/,'WALL HEIGHT TO "'/MTCH HE:ADWALL ) / \.. HEADWALL EL. 18.90/ 1/ /NV. EL. '11.. 40 / '\0-_ "" ; f 9• THICK,� 50=�) "-./ / (c#fur TO d tyR�Er· j 1 bF ANY VIS/BL� GROVT ',, ON COMPACTED \SUBGRADE', (APRON SLOPES fNL Y\ ',,. //. . \ \ \\ '\\ \ \ \ \ \ \ 0 10 SCALE IN FEETC.l.=1' 2-4" SCH.40 PVC IRRIGA170N SLEEVES 6" THICK CONG. SPILLWAYW 6 x6 WWA W2.1xW2.1 ON COMPACTED SUBGRADE 12' 2' ®CUL-DE-SAC DRAINAGE OUTLET SPILLWAY X-SECTION 2 BOLLARDS PERPAG SO 106(A) 2' WIDE DEPRESSED CURB 2' • I ,\YWI 6'x6" ww_r(W2.1xW2.1)ON COMPACTED SUBGRADt 4' 1 6" 6" MIN. OJA. ROCK HAND PLACEDIN 4 GROUT BED AND CLEANED FREE OF ANY VISIBLE GROUT ON COMPACTED SUBGRADE i'xJ' CONCRETE CUT-OFFW 6 'x6 WWFi W2. 1 xW2. 1 WALL AT TOE F SLOPE NJS ®CUL-DE-SAC DRAINAGE OUTLET SPILLWAY X-SECTION (SLOPE PROTECTION) NTS ®NOTUSED Contaci Arizona 811 at least two fuH working da.Y$ l>eforo you begin exi::.;vatioo .. CQU811 ordlckAriz1:ma:811.oom NO DAT£ REVISION CH APPR ENG1706-005 REF#Pfrv-1609-001 G-2017-064 PUBLIC PAVING, DRAINAGE, SEWER AND PRIVATE GRADING/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27.73 TO 337+15.66 IN SECT/ON 21, T11S, R12E, G&SRBM, TOWN OF MARANA, PIMA COUNTY, ARIZONA SCALE: AS NOTED �DR::,:AW'=:'N'::;8:'-:Y:ccMVM�cc----+-=D""ATEc:;:�6/c-=21c;,i17==,,c=----t-::'..'.DRA,::,W'.!!lc;,NG:_c#=------lDESIGNED BY: MVM REV. DATE: 7124/17 2393·0FFS1TE·1P.DWG CHECKED BY, MVM REV. DATE: 8128/17 Pt.AN #2393 SHEET 7 of 10 ME£T GROUND � CHANNEL ACCESS PATH X-SECTION �--------.,.;._;_...;_;:....;_;:..;;_;_...:...::...:.......=:...::...::_:_::.:..:...:N=TS----- •-FOR FILL SfTUATION TO PROVIDE FOR MINIMUM CHANNEL DEPTH 1.5'• VARIES 16' V1RIES J MIN. ® UPSTREAM CHANNEL X-SECTION (324+50 TO 327+00) NTS •-FOR FILL SITUATION 10 PROVIDE FOR MINIMUM CHANNEL DEPTH 1.5'• VARIES 16' ® MIDDLE CHANNEL X-SECTION (327+50 TO 328+50) *-FOR FILL SfTUAT/ON TO PROVIDE FOR MINIMUM CHANNEI DEPTH 1.5'* VARIES VAR/ES 5.4 MIN. 21' VARI S FINISHED GROUND CHANNEL INVERT ms VARI S FINISHED GROUND CHANNEL INVERT @ DOWNSTREAM CHANNEL X-SECTION (329+00 TO 334+20.11) NTS ) JJ5tJJ.J 72.9' RT ANGLE POINT EL. 20.0 ME£T EX. GROUND 1 XJ CONC. CUTOFF WALL W/ 6'x6' WWF(W2.1xW2. 1) \ 7.1 73.1' RT 14.0 F¥. 16,D± (' l // . / ; \ " ./; \ ··., / .· - "'"-:< .. -/· / / JJ5+28.5, 27' RT MA CH H WALL T.O.B.=2420.00 SEE DETAIL 13, SHEET 7 FOR BOX CULVERT CHANNEL OUTLET/BOX CUL VERT INLET DETAIL NOTE: STATIONING ALONG DOVE MOUNTAIN BOULEVARD R/W CENTERUNE SURVEY CONTROL 6" fi2', DOWNSTREAM BERM X-SECTIONV NTS MEET EX. GROUND SURVEY CONTROL 6" THICK COLORED SHOTCRffE W 6 x6 WWFi W2. r xW2. 1 (SAN DIEGO 8 F'F COLOR W/ EXPANSION JOINT AT 60' O.C. ON COMPACTED SUBGRADE MEET EX. GROUND ® DOWNSTREAM BERM X-SECTION NTS 0 20 SCALE IN F££T C.l.=1' DATE REVISION BY CH APPR ENG1706�005 REF#PRV-1609-001 G-2017-064 PUBL.JC PAVING, DRAINAGE, SEWER AND PRIVATE GRADING/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27.73 TO 337+ 15.66 IN SECTION 21, T11S, R12E, G&SRBM. TOWN OF MARANA, PIMA COUNTY, ARIZONA Baker & Associates Engineering, Inc. 3561 E. Sunrise Diive, Suite #225 Tucson, Arizona 85718 (520) 318-1950 Fax (520) 318-1930 DRAWN BY: MVM OATI:: 6121117 DRAWING# DESIGNED BY: MVM REV. DATl:: 7124117 2393-0fFSITE-JP.OWG CHECKED BY: MVM REV. OAT<: 8/28fl7 PLAN #2393 SHEET 8 of 10 GENERAL NOTES FOR SIGNING PLANS 1.ALL SIGNS SHALL BE IN COMPLIANCE WfTH TH[ LAlfST EDITION OF THE MANUAL ON UNIFORM TRAFAC CONTROL DEVICES,THE LATEST EDfTION OF THE PIMA COUNTY TRAFAC SIGNING DESIGN MANUAL, THE LA1EST EDITION SUPPLEMENTALSPECIACATIONS, THESE PLANS, AND THE SPECIAL PROVISIONS.2.SIGNS MAY BE MOD/RED AND LOCAJ70NS ADJUSTED TO FIT CONDITIONS AS D1R[C1£D BY TH[ /OWN ENGINEER OR DESIGN££. J.POST LE:NGTHS INDICATED ON THE SIGN SUMMARY SHEETS ARE APPROXIMATE. THE CONTRACTOR SHALL VERIFY ACTUAL POSTLENGTHS.4.ALL NEW AND EXISTING SIGN$ SHALL BE INSTALLED ON 2 BY 2" SQUARE TUBE, 12-GAUGE GALVANIZED STEEL PERFORATEDPOST, AND SHALL BE INSTALLfD IN A CONCRETE FOUNDA110N (PER MARANA DETAJL NO. F-1) UNLESS OTHERWISE DIREC1£DBY THE TOWN ENGINEER OR DESIGNEE. 5.(A). ALL SIGN STATION LOCA110NS ARE APPROXIMATE.THE CONTRACTOR SHALL VERIFY ACTUAL SIGN LOCAJ70NS WITH THETOWN ENGINEER OR DESIGNEE PRIOR TO THE INSTALLATION OF ALL SIGNS. (B). THE CONTRACTOR SHALL 8£ RESPONSIBLEFOR COORDINATING ALL THE WORK WITH BLUE STAKE AND FOR INSTALUNG ALL TRAFAC SIGNS IN THE FIELD.6.ALL SIGN PANELS SHALL BE MANUFACTURED OF ASTM D-4956-1 IA TYPE XI (DIAMOND GRADE) SHEETING MATERIAL ALLSCHOOL ZONE & PEDESTRIAN SIGNS SHALL BE MANUFACTURED WITH ASTM TYPE XI (DIAMOND GRADE) FLUORESCENTYELLOW-GRITN SHEETING MATERIAL. SIGN IMAGING SHALL BE IN COMPLIANCE WfTH THE REFLECTNE SHEETINGMANUFACTURER'S MATCHED COMPONENT SYSTEM. SIGN IMAGING SHALL CONSIST OF AN ACRYLIC BASED ELECTRONIC CUTTABLEFILM OR SILK SCREEN£() (DEPENDING ON THE QUANTITY OF SIGNS) WITH STANDARD HIGHWAY COLORS. AGRAffiTI-PROTECTNE COATING OVERLAY. SUCH AS 3M 1160 OR EQUNALENT, SHALL BE USED, WHICH IS DESIGNATED TOCOMPLY WITH THE UNDERLYING REFLEC71VE SHEETING MATCH COMPONENT SYSTEM. ALL TYPE XI SIGN SHEETING MATERIAL TO8£ MANUFACTURED BY 3M CORP. OR APPROVED EQUAL AS DIRECTED BY THE TOWN ENGINEER OR DESIGNEE. 7.ALL NEW SIGNS (£XCEPT STREET NAME SIGNS) PANELS SHALL BE FABRICATED FROM 0.080 INCH THICK, 5052-HJBALUMINUM ALLOY CONFORMING TO n-1£ REQUIREMENTS OF ASTM B 209, UNLESS OTHERWISE SPECIFIED. ALL STREET NAMESIGNS SHALL BE FABRICATED FROM 0.125 INCH THICK 5052-HJB ALUMINUM ALLOY CONFORMING TO THE REQUIREMENTS OFASTM B 209,8.ALL EXIS71NG SIGNS TO BE REMOVED AS PART OF THIS PROJECT ARE TO 8£ DELIVERED TO THE TOWN OF MARANAOPERATIONS CENTER AT 5100 W. /NA ROAD (520-382-2500). THE CONTRACTOR IS RESPONSIBLE FOR UNLOADING THESALVAGED MA'fERIAL. ANY SALVAGED SIGN THAT JS TO BE REUSED SHALL BE TEMPORARILY STORED IN A SAFE LOCATION UNTILREINSTALLATION.9.REMOVAL SHALL BE IN ACCORDANCE WITH SECTION 202-3.06 OF THE LATEST EDITION OF THE PIMA ASSOCIATION OFGOVERNMENTS STANDARD SPECIFICATIONS FOR PUBLIC IMPROVEMENTS.10.THE DESIGN SPITD FOR THE ROAD(S) IS: 35 MPH. THE POSTED SPEED LIMIT FOR 'THE ROAO(S) IS 35 MPH. SIGNPLACEMENT SHALL BE BASED ON THE POSTED SPEED LIMIT.11.ANAL INSPECTION/ACCEPTANCE OF SIGNING SHALL BE PERFORMED BY THE TOWN ENGINEER OR DESIGN££.12.THE CONTRACTOR SHALL CONTACT THE TOWN OF MARANA PUBLIC WORKS DEPARTMENT AT (52D) 382-2600 WITH THE SIGNLAYOUT A MINIMUM OF ONE WEEK PRIOR TO ORDERING SIGNS FOR FINAL APPROVAL GENERAL NOTES FOR PAVEMENT MARKING PLANS 1.ALL PAVEMENT MARKINGS SHALL CONFORM TO THE LATEST EDITION OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES,THE LATEST EDfTION OF THE PIMA ASSOCIATION OF GOVERNMENT STANDARDS AND SPECIFICA710NS, AND THE LATEST EDITIONOF THE PIMA COUNTY PAVEMENT MARKING DESIGN MANUAL2.THE PERMANENT PAVEMENT MARKINGS MAY BE MODIFIED AS DIRECTED BY THE TOWN ENGINEER OR OESIGNEE.J.THE DESIGN SPEED FOR THE ROAO(S) IS: 35 MPH. TH£ DESIGN VEHICLE FOR mE ROAO(S) IS: WB-4D. THE POSTED SPEEDLIMIT FOR THE ROAO(S) IS: 35 MPH, 4.ALL LANE DIMENSIONS AF/£ Ff/OM CENTER OF LANE LINE, GENTER OF DOUBLE LANE LINE. FACE OF CURB, Of/ EOG£ OFPAVEMENT UNLESS OTHERWISE NOTED. 5.THE PAVEMENT MARKING DRAWINGS ARE SCHEMATIC ONLY. THE CONTRACTOR SHALL FOLLOW ALL 0/MENSIONS, DETAILS. ANDSTANDARDS WHEN INSTAWNG PAVEMENT STRIPING, MARKINGS, AND MARKERS.6.THE ANAL TRANSVERSE AND LONGITUDNAL PAVEMENT MARKINGS SHALL BE A MINIMUM OF 60 MIL. (0.060.) THICK, EXTRUDEDOR RIBBON D/SPENS£0, THERMOPLASTIC, REFLECTOR/ZED STRIPING PLACED OVER TEMPORARY PAINT STRIPING, 30-45 DAYSAFTER COMPLETION OF THE FINAL PAVEMENT SURFACE OR FINAL $[AL COAT (WHICHEVER IS LAST APPLIED), OR AS DIRECTEDBY THE TOWN ENGINEER OR DESIGN££. ALL OTHER MARKINGS SHALL BE APPLIED AT THE SAM£ TIME. THE TEMPORARYSTRIPING SHALL BE PAJNT ANO SHALL BE INSTALLED WITHIN 72 HOUF/$ FOLLOWING THE COMPLETION OF THE FINALPAVEMENT SURFACE OR FINAL SE'AL COAT, WHICHEVER IS LAST APPLIED, OR DIRECTED BY THE TOWN ENGINEER OR DESJGNEE. 7.ALL FINAL LEGEND MARKINGS (PAVEMENT ARROWS ANO SURFACE LEGENDS) SHAU SHALL 8£ "STAMARK" Bf/AND SERIES"SMS-l270ES" PRESSURE-SENS/TN£ ADHESIVE PREFORMED PAVEMENT MARKINGS MANUFACTURE BY THE 3M CORP. ORAPPROVED EQLIAL AS DIRECTED BY THE TOWN ENGINEER OR DESIGN££. FOR ALL PREFOF/M[D PAVEMENT MARKINGS, THESURFACE SHALL BE PREPARED WITH VOE SURFACE PREPARATION ADHESIVE SPA 60 FOR 3M PAVEMENT MARKING TAPEMATERIAL Of/ APPROVED EQUAL AS DIRECTED BY THE TOWN ENGINEER OR DESIGN££.8.THE CONTRACTOR SHALL BE RESPONSIBLE FOR THE LAYOUT AND INSTALLATION OF PAVEMENT MARKINGS ON PINAL SURFACECOURSE FOLLOWING CONTROL POINTS THAT HAVE BEEN SET TO NO MORE THAN 50 FEET APART ALONG THE LINES TO 8£STRIPED. IN TANGENT SECTIONS OF A ROAD WHERE THE PAVEMENT MARKING PATTERN DOES NOT CHANGE, CONTROL POINTSMAY BE SET AT 200 FEET APART. THE LAYOUT AND INSPECTION OF ALL PAVEMENT MARKINGS SHALL 8£ APPROVED BY THETOWN ENGINEER OR DESIGN££ PFIIOFI TO THE APPL/CATION OF MATERIALS.9.IT IS THE CONTRACTOR'S FIESPONSIBILITY TO ENSURE THAT THE FINAL SURFACE COURSE IS PLACED SO THAT THECONSTRUCT/ON JOINTS ARE OFFSET NO MORE THAN ONE FOOT CLEAR Of' THE CEN'fER OF THE STRIPING OR CENTER OF ALANE, UNLESS OTHERWISE DIRECTED BY THE ENGINEER.10.THE CONTRACTOR SHALL CLEAN THE Rl»\OWAY SURFACE TO THE SATISFACTION OF THE TOWN ENGINEER OR OES/GNEE BYSWEEPING AND A/Fl-JU BLOWING IMMEDIATELY PRIOR TO THE PLACEMENT OF ALL PAVEMENT MARKINGS. THE TEMPERATURESHALL NOT BE LESS THAN 55 DEGREES F. FOR THE PLACEMENT OF HOT-SPRAY THERMOPIASTIC STRIPING, AND 40 DEGREESF.FOR THE PLACEMENT OF RPMS.11.ALL RAISED PAVEMENT MARKERS (RPMS) SHALL BE INSTALLED SO THAT THE REFLECTIVE FACE OF EACH MARKER IS FACINGTHE DIRECTION OF TRAFFIC AND IS PERPENDICULAR TO THE DIFIECT!ON OF TRAFFIC FLOW. TYPE C PAVEMENT MARKERS(FIPMS) SHALL BE INSTALLED SO THAT THE CLEAR REFLECTNE FACE OF EACH MARKER IS FACING THE APPROACHING TRAFFICAND IS PERPENDICULAR TO THE DIRECTION OF TRAFFIC FLOW. ALL RPM'S SHALL BE INSTALLED PER PIMA COUNTY'SSTANDARD DETAILS.12.AT INTERSECTION APPROACHES ON ROADWAYS WITH MEDIANS, TYPE C RPMS SHALL BE PLACED AS PER PIMA COUNTYSTANDARDS OR AS DIRECTED BY THE TOWN ENGINEER Of/ DESIGN££.1 J. THE REMOVAL OF EXISTING PAVEMENT MARKINGS SHALL BE ACCOMPLISHED IN ACCORDANCE WfTH SECTION 701 OF THE PIMA ASSOCIATION OF GOVERNMENT STANDARD SPECIFICATIONS. PAINTING OVER EXISTING STRIPING DOES NOT CONSTITUTE APPROVED STRIPING DBL/TERA TION. 14.THE ENGINEER OF RECORD SHALL 8£ FIEQU/f/£0 TO PRODUCE AS-BUILT STRIPING PLANS, USING INFORMATION FROM THECONTRACTOR, WITHIN 90 DAYS OF STRIPING COMPLETION.15.BLUE RAISED PAVEMENT MARKERS SHALL BE PLACED ADJACENT TO FIRE HYDRANTS AS SHOWN ON SHEET NO. 7-1 OF THELATEST EDITION PC/COT PAVEMENT MARKING DESIGN MANUAL. 16.FOR ALL CONSTRUCTION, ALL PAVEMENT MARKINGS AND SIGNING SHALL BE INSTALLED AND SHALL BE PAID FOR BY THEPROJECT OWNER/DEVELOPER. 17.FINAL INSPECTION/ACCEPTANCE OF PAVEMENT MARKINGS SHALL BE PERFORMED BY THE TOWN ENGINEER OR DESIGN££. X . ' ,, � � , ,• X SIGN ADHERED TO 1/8" STEEL PLATE CUT 1 • LARGER ON ALL SIDES. PLATE TO THEN BE WELDED TO STEEL TUBE. ALL EXPOSED METAL TO 8£ PAINTED DUNN EDWARDS 'WILD MUSTANG", NUMBER W6240-V£RSA-f1AT _,..--2"x2" SQLIARE STEEL TUBE WITH SOLID TOP. WELD TOP ON ANO GRIND SMOOTH. ALL EXPOSED METAL TO BE PAINTED DUNN EDWARDS 'WILD MUSTANG� NUMBER W6240-VERSA-FLAT POST FOUNDATION PER DETAIL 2"x2' STEEL TUBE WELD 26"xJ2' BACKING STEEL P WELD X SIGN FACE X N OTE: SIGN POST TO BE SET APPROXIMATELY 2' BEHIND BACK OF CURB. TYPICAL SIGN DETAIL ' .... - N.T.S. X SEE STREET SIGN OETAJL. ACTUAL FINAL DIMENSIONS TO BE FURNISHED BY OWNER. llf------36" STOP SIGN (PER MUTCD S.D. X R1-1) ADHERED TO 1/8" STEEL PLATE CUT 1" LARGER O N ALL SIDES. PLATE TO THEN BE WELDED TO STEEL TUBE. ,-----2"x2" SQUARE STEEL TUBE WfTHSOLID TOP. WELD TOP ON ANO GRIND SMOOTH. ALL EXPOSED METAL TO BE PAINTED DUNN EDWARDS "WILD MUSTANG', NUMBER W6240-VERSA-FLAT NOTE: SIGN POST TO BE SET APPROXIMATELY 2' BEHIND BACK OF CURB, MIDWAY THROUGH CURB RETURN DELTA TYPICAL STOP SIGN AND STREET NAME SIGN DETAIL N.T.S. 7 16" DIA. HOLES ON 1 CENTERS TELESCOPING --� POST �- J/8 • X 3 1/2 • CAO. PLATED HEX. HEAD BOLT W/FLAT AND LOCK WASHER UNDER NUT & WASHER 2· UNDER HEAD. DETAIL "E" 2 1/4"x2 1/4"'--l--lUI rui._ • ...,__ 2" X 2" NOTE: For Estimating , Concrete Quantity per Past is 0.04 Cubic Yards I 8" SIGN POST FOUNDATION DETAIL � 4• 1 5 .4• I "' It.I '"'I · IYP: ·o •RPM (ON CENTERLINE) SECTION A ·-- lll-·- - -- -Ill--- - --- -.m--- -----40' A YDS4-D40 STRIPING DETAIL REFERENCE PAG PAVEMENT MARKING STDS 2-5(REV 5/14) DATE REVISION NTS NTS BY CH APPR b, • • l), • . .. . . . . . . POSTS SHA11. 8£ REMOVABLE FROM FOUNDA110N SL££V£ AFTER CONCRETE HAS SET. . _> • .: •• • • t . BOLT SHALL BE PERPENDICULAR · . : • · . ; • · TO MAJOR TRAFFIC A.OW•..' . ENG1706-005 NTS REF#PFIV-1609-001 G-2017-064 PUBLIC PAVING, DRAINAGE, SEWER AND PRIVATE GRADING/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27.73 TO 337+ 15.66 IN SECTION 21, T11 $, f/12E, G&SRBM, TOWN OF MARANA, PIMA COUNTY, ARIZONA A SCALE; HORIZ: 1'.40'VERT: 1"=4' C.L-1' Baker & Associates Engineering, Inc. 3561 E. Sunrise Drive, Suite #225 Tucson, Arizona 85718 (520) 318-1950 Fax (520) 318-1930 DRAWN BY: MVM DATE: 6121/17 DRAWING # SHEET DESIGNED BY: MVM REV. DATE: 7/24117 2393-0ffSITE-IP.OWG 9 of 1 0 CHECKED av: MVM REV. DATE: 8128/17 PLAN #2393 I I I I I I I I I 11 I/ I/ !/ / / / / / WS6 STRIPE / I/ I/ I/ I/ I/ It I/ I/ I/ // NEW JO"xJO" STOP SIGN (R1-1) 8 -- / - -- --­,/" - NEW R6-1R "ONE WAY­J6"x12" --- -----------NEW W2-6 36" � ---& W16-12P � (JO"x24') j : I---- \ jJ '25 MPH" ""' NEW R2-11"""1 24"x30' 25 I I I I I I I - BEGIN END YDS4-D40 STRIPING YDG4 2X6 STRIPING BLUE RRE HYDRANT RPM PER PAG PVM MARKING MANUAL, SHT 7-1 TERMINATE STRIPING AT CONCRETE RIBBON YDS4-D40 STRIPING WS6 STRIPE \ )rj ==mdln==� .110:0· . io:. .• ····. -: �-; ; ::,,. . i +·· .. ···•····•·· : ..... ···..,.· � .. ·. :t(t .. ·· ·.· WS12 $�/Pt / \}' I I LLOW-GRfEN) ) / I ,1/ . ./ I / I 1.f r"'\, ,' ,' " ' ", ", " I I I I . 60.0'. •35 MPH" ...,. EW R2-11 ..... I24"xJO" 35 0 20 SCALE IN FEEI YDS4-D40 STRIPING YDS4-040 STRIPING NEW R2-1 I'=' I •35 MPH" 24"x30' 35 WS6 STRIPE AT RETURNS � NEW W2-6 36" � & W16-12P I : I (3o·x24") BLUE FIRE HYDRANT RPM PER PAG PVMT MARKING MANUAL, SHT 7-1) -------------":"-- 125.0' BLUE FIRE HYDRANT RPM PER PAG PVMT MARKING MANUAL, SHT 7-1) Contact Arizona 811 at mist two fuU wori(Jng days before you !:>&gm excaval.lon cai1a111:1re!ickArlronaS11.eom NO DATE REVISION 125.0' BY CH APPR 0 40 SCALE IN FEET NEW R4-7 24'xJO" W ffil PER PAG PAVEMENT LlJ MARKING O[SIGN MANUAL[OCTOBER 2002 ED) !iHT. 5-13, DTL. 1 WS6 STRIPE AT REIURNS - YDS4-D40 STRIPING < ... ·. ·,·., ._--_. . ·, -' ··."'1 · _·.•·•. ·••··.··.····�·<I _ ··•····· >� YS4 STRIPING ·- I I I ----- NEW R1-2 {36j "YIELD" W/ !"TO TRAFFIC IN CIRCLE" (30"X24 � B/ACK ON WHITE) 'G/ :«'[' 0 40 SCALE IN Fill I I I I I I I I I ENG1706-005 REF#PRV-1609-001 G-2017-064 PUBLIC PAVING, DRAINAGE, SEWER AND PRIVATE GRADING/DRAINAGE IMPROVEMENT PLANS DOVE MOUNTAIN BOULEVARD, STA 320+27.73 TO 331+15.66 IN SECTION 21, T11S, R12E, G&SRBM, TOWN OF MARANA, PIMA COUNJY, ARIZONA Baker & Associates Engineering, Inc. 3561 E. Sunrise Drive, Su�e #225 Tucson, Arizona 85718 (520) 318-1950 Fax (520) 318-1930 DRAWN BY: MVM DATE: 6/21/17 DRAWING# SHEET OESIGNEO BY: MVM REV, DATE: 7124117 2393-0FfSITE-!P,OWG 1 0 f 1 0r-=CH�E�cK=E�O�BY�:M�V�M���+--=R=ru�.D�A=TE�:8�/2�W�17=--+�p��N=��393:=-'-����--1 0 .      Council-Regular Meeting   C2        Meeting Date:11/19/2019   To:Mayor and Council From:Steven Vasquez, Senior Planner Date:November 19, 2019 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2019-116:  Relating to Development; approving a final plat for Gladden Farms Blocks 36 and 40 Lots 1-176, Common Areas "A-1" - "A-7" (Landscape, Utilities and Drainage) and "B-1" - "B-5" (Functional Open Space, Utilities and Drainage) located at the southeast corner of N. Midfield Road and W. Mike Etter Blvd. (Steven E. Vasquez) Discussion: Rick Engineering, on behalf of Crown West Realty LLC and KB Home Tucson, is requesting the approval of a final plat consisting of 176 residential lots and common areas "A" and "B" on approximately 34.3 acres within the Gladden Farms II development. Location The proposed subdivision is located within Block 36 and a portion of Block 40 of the Gladden Farms Blocks 26-43 block plat (Book 62, Page 64) at the southeast corner of N. Midfield Road and W. Mike Etter Blvd. Zoning The zoning for Blocks 36 and 40 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 average lot size is 5,157 square feet. The proposed minimum lot size is 4,472 square feet (Lot 25).  The proposed maximum lot size is 7,925 square feet (Lot 53).  Transportation One entry off Midfield Road is proposed at the northwest portion of the subdivision.  Two other access points are proposed at the southern boundary of the subdivision from Blocks 40 & 41 and from a future subdivision located to the southeast.  subdivision from Blocks 40 & 41 and from a future subdivision located to the southeast.  The typical internal street section is a 42-foot wide public right-of-way. Park Requirements 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 32,560 square feet of recreation area.  The active recreation areas are planned for Common Area "B-2" and the eastern portion of "B-1" which total approximately 38,000 square feet in size. The passive recreation areas are planned for Common Areas "B-4," "B-5" and the northern portion of Common Area "B-1" which total approximately 81,555 square feet.   Preliminary Plat The preliminary plat for Gladden Farms Blocks 36 & 40 was approved by Town Council on May 21, 2019 by adoption of Resolution No. 2019-044. 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 final plat is in substantial conformance with all required development regulations and staff recommends approval. Suggested Motion: I move to adopt Resolution No. 2019-116 approving a final plat for Gladden Farms Blocks 36 and 40 Lots 1-176, Common Areas "A-1" - "A-7" (Landscape, Utilities and Drainage) and "B-1" - "B-5" (Functional Open Space, Utilities and Drainage) at the southeast corner of N. Midfield Road and W. Mike Etter Blvd. Attachments Resolution No. 2019-116 PRV1905-001 GF Blks 36 & 40 FP PRV1905-001 GF Blks 36 & 40 FP Map PRV1905-001 GF Blks 36 & 40 FP App Marana Resolution No. 2019-115 MARANA RESOLUTION NO . 201 9 -116 RELATING TO DEVELOPMENT; APPROVING A FINAL PLAT FOR GLADDEN FARMS BLOCK S 36 & 40 LO TS 1-176, COMMON AREAS “A-1” – “A-7” (LANDSCAPE, UTILITIES AND DRAINAGE) AND “B-1” – “B-5” (FUNCTIONAL OPEN SPACE, UTILITIES AND DRAINAGE) LOCATED AT THE SOUTHEAST CORNER OF N. MIDFIELD ROAD AND W. MIKE ETTER BLVD. 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 Council adopted Resolution No. 2007-75, approving the final block plat for Gladden Farms Blocks 26 – 43, Book 62, Page 64; and WHEREAS, on May 21, 2019, the Mayor and Town Council adopted Resolution No. 2019-044, approving the preliminary plat for Gladden Farms Blocks 36 & 40; and WHEREAS, Rick Engineering, on behalf of Crown West Realty, LLC and KB Home Tucson, has applied for approval of a final plat for a 176-lot single-family residential home subdivision within Block 36 and a portion of Block 40 of the Gladden Farms Blocks 26 – 43 block plat located approximately at the southeast corner of Midfield Rd. and Mike Etter Blvd.; and WHEREAS, the Marana Town Council, at the regula rly scheduled meeting on November 19, 2019, determined that the final plat for Gladden Farms Blocks 36 & 40 should be approved. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, that the final plat for Gladden Farms Blocks 36 & 40 Lots 1-176, Common Areas A-1 – A-7 and Common Areas B-1 – B-5 is hereby approved. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 19th day of November, 2019. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney © Latitude Geographics Group Ltd. 0.6 THIS MAP IS NOT TO BE USED FOR NAVIGATION WGS_1984_Web_Mercator_Auxiliary_Sphere Miles0.6 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. 0.280 1:18,055 Gladden Farms Blocks 36 & 40 Town of Marana Planning Marana Addresses Marana Town Limits Parcels (Black)    Council-Regular Meeting   C3        Meeting Date:11/19/2019   To:Mayor and Council From:Lisa Shafer, Community Development Director Date:November 19, 2019 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2019-117:  Relating to Community and Neighborhood Services; approving and authorizing the Mayor to execute Amendment No. 1 to the intergovernmental agreement between Pima County and the Town of Marana for the management and implementation of the 2019-2020 Community Development Block Grant Program (Lisa Shafer) Discussion: The Community Development Block Grant (CDBG) program, established by Congress in 1974, provides communities with resources to address a wide range of unique community development needs. Administered by the U.S. Department of Housing and Urban Development (HUD), the CDBG program provides annual grant funding, on a formula basis, to 1209 general units of local government and states. HUD awards grants to entitlement community grantees to carry out a wide range of community development activities directed toward revitalizing neighborhoods, economic development, and providing improved community facilities and services. Entitlement communities develop their own programs and funding priorities. However, grantees must give maximum feasible priority to activities which benefit low- and moderate-income persons. A grantee may also carry out activities which aid in the prevention or elimination of slums or blight. Additionally, grantees may fund activities when the grantee certifies that the activities meet other community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community where other financial resources are not available to meet such needs. CDBG funds may not be used for activities which do not meet these broad national objectives. Eligible grantees include: principal cities of Metropolitan Statistical Areas (MSAs); other metropolitan cities with populations of at least 50,000; and qualified urban counties with populations of at least 200,000 (excluding the population of entitled cities). HUD determines the amount of each entitlement grant by a statutory dual formula which uses several objective measures of community needs, including the extent of poverty, population, housing overcrowding, age of housing and population growth lag in relationship to other metropolitan areas. Because the Town does not meet the entitled communities criteria yet, any CDBG funding received by the Town must be allocated by Pima County. These funds are subject to both the federal CDBG guidelines and the HUD-approved plan developed by Pima County. The Town is able to apply for use of a portion of Pima County's CDBG funding through an annual proposal process. Earlier this year the Town applied for funding in four specific programs (Colonia Neighborhood Cleanup, Emergency Home Repair and Owner Occupied Housing Rehabilitation) and for funding to cover the cost of administering programs that address the needs of low-to moderate-income families.  Pima County awarded the Town of Marana $60,000 from the 2019-2020 Community Development Block Grant Program.  The grant provided funding for Administration ($13,000), Colonia Clean-up ($10,000), Emergency Home Repair ($18,500) and Owner Occupied Housing Rehabilitation ($18,500).  This is same amount of funding from as the past two funding cycles.  Pima County has chosen to amend the 2018-2019 contract by extending the termination date to September 30, 2020 and adding the new $60,000 award amount. Financial Impact:   Fiscal Year:2020 Budgeted Y/N:Yes Amount:$60,000 This funding does not require any match or leveraged funding.  All services will be provided with direct cost reimbursement. Staff Recommendation: Staff recommends approval of Amendment No. 1 to the intergovernmental agreement between Pima County and the Town of Marana for the management and implementation of the 2019-2020 Community Development Block Grant Program. Suggested Motion: I move to adopt Resolution No. 2019-117, approving and authorizing the Mayor to execute Amendment No. 1 to the intergovernmental agreement between Pima County and the Town of Marana for the management and implementation of the 2019-2020 Community Development Block Grant Program. Attachments Resolution No. 2019-117 IGA Amendment IGA Amendment 00066709.DOCX /1 Marana Resolution No. 2019-117 - 1 - MARANA RESOLUTION NO. 201 9-117 RELATING TO COMMMUNITY AND NEIGHBORHOOD SER VICES; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO. 1 TO THE INTERGOVERNMENTAL AGREEMENT BETWEEN PIMA COUNTY AND THE TOWN OF MARANA FOR THE MANAGEMENT AND IMPLEMENTATION OF THE 2019-2020 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM WHEREAS the Town of Marana recognizes the need to provide safe affordable housing and neighborhood infrastructure for its citizens and has applied for Communi- ty Development Block Grant (CDBG) funding for these purposes; and WHEREAS on October 16, 2018 Council approved Resolution 2018 -099 authoriz- ing an intergovernmental agreement between Pima County and the Town of Marana for the management and implementation of the 2018 -2019 CDBG program; and WHEREAS Pima County has been awarded funding from the U.S. Department for Housing and Urban Development under the CDBG program for the 201 9-2020 fed- eral fiscal year; and WHEREAS the Town of Marana has been selected as a sub -grantee through Pima County’s proposal process; and WHEREAS Pima County and the Town of Marana may contract for services and enter into agreements with one another for joi nt or cooperative action pursuant to A.R.S. §11-952 et seq.; and WHEREAS the Mayor and Council of the Town of Marana find it is in the best interests of its citizens to approve this Amendment No. 1 to the intergovernmental agreement extending the term of the agreement to September 30, 2020 and approving a $60,000 maximum allocated amount for the 2019 -2020 fiscal year. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AS FOLLOWS: SECTION 1. Amendment No. 1 to the intergo vernmental agreement between Pima County and the Town of Marana, in the form attached to and incorporated by this reference in this resolution as Exhibit A, is hereby approved, and the Mayor is hereby authorized and directed to execute it for and on behalf of the Town of Marana. 00066709.DOCX /1 Marana Resolution No. 2019-117 - 2 - SECTION 2. The Town’s Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, ob- ligations, and objectives of the i ntergovernmental agreement. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 19th day of November, 2019. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney 105082 / 00733489 / v2 Page 1 of 4 Pima County Community Development and Neighborhood Conservation Department Program: Management and Implementation of the Community Development Block Grant (CDBG) Program Contractor: Town of Marana 11555 West Civic Center Drive Marana, Arizona 85653 Contract No.: CT-CD-19-253 Contract Amendment No.: One (1) Original Contract Term: 10/01/18-09/3 0/19 Orig. Contract Amount: $60,000.00 Termination Date Prior Amendment: N/A Prior Amendments Amount: -0- Termination Date This Amendment: 09/3 0/2020 This Amendment Amount: $60,000.00 Revised Total Amount: $120,000.00 DUNS No.: 098034143 Research or Development: Yes No Federal Contract No.: B-19-UC -04-0502 Required Match: Yes No Match Amount: Indirect Cost Rate: Federal NICR de minimis None Status of Contractor: Subrecipient Contractor CFDA Program Description Nation Funding Pima County Award 14.218 Community Development Block Grant (CDBG) FY19 $3,365,000,000 FY 19 $2,945,544.00 AMENDMENT NO. O NE (1 ) 1.0 BACKGROUND AND PURPOSE. . 1.1. Background. 1.1.1. On October 16, 2018, Pima County (“County”) and the Town of Marana, (“Subrecipient”), entered into the above-referenced Intergovernmental Agreement to provide eligible CDBG activities for income-qualified persons and households in the Town of Marana. 1.1.2. County applied for and received Community Development Block Grant (“CDBG”) funds in the amount of $2,945,544.00 from the U.S. Department of Housing and Urban Development (“HUD”), under Title I of the Housing and Community Development Act of 1974, as amended (Public Law 93-383) for Federal Fiscal Year 2019-2020 (“FY 2019-2020”). 1.1.3. Under solicitation number CDNC-10-15-18-CDBG-ESG (“the 2019-20 Community Planning Application”), County sought proposals for programs and activities that would qualify for CDBG funding during Federal Fiscal Year 2019-20. 105082 / 00733489 / v2 Page 2 of 4 1.2. Purpose: This Amendment extends the term and increases CDBG funding to Subrecipient for the following reasons: 1.2.1. Subrecipient submitted response to the 2019 -20 Community Planning Application seeking to continue providing the management and implementation of the CDBG program in the Town of Marana (“the Program”). 1.2.2. County has determined that the continuation of the Program as proposed in Subrecipient’s response to the Community Planning Application are eligible for CDBG funding and in the best interests of residents of Pima County. 1.2.3. On May 7, 2019 the Pima County Board of Supervisors: 1.2.3.1. Authorized inclusion of Subrecipient’s proposal for use of CDBG funds in the 2019-2020 Community Planning Application that County submitted to HUD. 1.2.3.2. Passed Resolution No. 2019-31 approving the allocation of $60,000 of 2019-2020 CDBG funds to Subrecipient. 2.0 TERM AND EXTENSIONS , SECTION 1.0. Pursuant to paragraph 1.2.3, County exercises one year of the available five years continuation period. This Contract will terminate on September 30, 2020. 3.0 COMPENSATION AND PAYMENT, SECTION 4.0. 3.1 Paragraph 4.1 is amended to increase the Maximum Allocated Amount: FROM: $60,000.00 TO: $120,000.00 3.2 Paragraph 4.2, is replaced with the following: Payment will be made from CDBG grant funds County has been awarded from HUD (“the awarding Agency”) as follows: CDBG Grant Year Maximum Allocated Amount Amount Expended Amount Available FY 2018-2019 $60,000.00 $60,00.00 $0.00 FY 2019-2020 $60,000.00 -0- $60,000.00 TOTAL $120,000.00 $60,000.000 $60,00.00 3.3 Paragraph 4.4 is amended to add the following: Pursuant to the agreement between HUD and County (Pima County Contract No. B- 19-UC -04-0502) and the Pima County Board of Supervisor’s approval of this allocation of CDBG funds to Subrecipient on May 7, 2019, Subrecipient may be reimbursed for FY 2019-2020 activities under this Agreement from and after October 1, 2019. Notwithstanding the limitations above, Subrecipient may be reimbursed for administrative costs incurred for performance under this Agreement between July 1, 2019 and June 30, 2020. 3.4. Paragraph 4.18.1 is deleted in its entirety and replaced with the following: Pursuant to 2 CFR §2400.101, unless excepted under 24 CFR chapters I through IX, the cost principles set forth in 2 CFR part 200, Subpart E, as may be modified by amendments and additions, will be used to determine whether an incurred cost will be reimbursed under this Agreement. 105082 / 00733489 / v2 Page 3 of 4 4.0 NOTICE, SECTION 18.0 is amended to change County’s contact: FROM: Margaret Kish, Director TO: Daniel Tylutki, Interim Director 5.0 ISRAEL BOYCOTT CERTIFICATION , SECTION 33.0 – is added to read: Pursuant to A.R.S. § 35-393.01, if Contractor engages in for-profit activity and has 10 or more employees, and if this Contract has a value of $100,000.00 or more, Contractor certifies it is not currently engaged in, and agrees for the duration of this Contract to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842 . REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 105082 / 00733489 / v2 Page 4 of 4 6.0 EXHIBIT A – SCOPE OF WORK Except as set forth with specificity below, the provisions of Exhibit A remain in full force and effect: 6.1. Budget, Section 8, the table is deleted in its entirety and replaced with the following: CDBG Activities FY 2018-19 Budget FY 2019-20 Budget Administration $13,000.00 $13,000.00 Colonia Neighborhood Cleanup $10,000.00 $10,000.00 Emergency Home Repair $18,500.00 $18,500.00 Owner-Occupied Housing $18,500.00 $18,500.00 Total $60,000.00 $60,000.00 6.2 Funds allocated for FY 2018-2019, but not expended, will not be available for services during FY 2019- 2020. This amendment is effective September 30, 2019. All other provisions of this Agreement, not specifically changed by this amendment, will remain in effect and be binding upon the parties. THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS PIMA COUNTY _______________________________________ Chairman, Board of Supervisors Date: _____________________ ATTEST: _______________________________________ Clerk of the Board Date APPROVED AS TO CONTENT: _______________________________________ Director, Community Development & Neighborhood Conservation APPROVED AS TO FORM: _______________________________________ Karen S. Friar, Deputy County Attorney TOWN OF MARANA _______________________________________ Mayor, Town of Marana Date: ____________________ ATTEST: _______________________________________ Town Clerk Date APPROVED AS TO FORM: _______________________________________ Frank Cassidy, Town Attorney      Council-Regular Meeting   C4        Meeting Date:11/19/2019   To:Mayor and Council From:Cherry L. Lawson, Town Clerk Date:November 19, 2019 Subject:Approval of the Regular Council Meeting Summary Minutes of November 5, 2019 (Cherry Lawson) Attachments Regular Council Meeting Summary Draft Minutes, 11/05/2019 November 5, 2019 Regular Council Meeting Summary Minutes 1 MARANA TOWN COUNCIL REGULAR COUNCIL MEETING 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers November 5, 2019, 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 SUMMARY MINUTES CALL TO ORDER AND ROLL CALL Mayor Honea called the meeting to order at 7:00 PM and directed the Clerk to call the roll. Vice Mayor Jon Post; Council Members Dave Bowen, Patti Comerford (Excused), Herb Kai, Roxanne Ziegler and John Officer were present. There was a quorum of council members present constituting a quorum. PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE : Led by Mayor Honea. APPROVAL OF AGENDA Council Member Kai moved and Council Member Ziegler second the motion approving the Agenda. Motion passes, 6-0. CALL TO THE PUBLIC Mayor Honea opened the meeting to receive public comment and the following individual provided comments. November 5, 2019 Regular Council Meeting Summary Minutes 2 Loren S. Gamez commented on the increased traffic near Marana High School and the Bayer Greenhouse. He asked whether the Town could do something to improve the traffic flow in that area. PROCLAMATIONS P1 Proclaiming support for the 2019 YMCA Community Military Celebration (Cherry Lawson) MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS Vice Mayor Post commented on having been away during the month of October, but thanked the Council for its graciousness to allow him the opportunity to take that time off each year. He reported on the events of the pumpkin patch stating he had approximately 90,000 peopl e who came through the pumpkin patch. He appreciated the police for doing traffic control. This will be the last time it will be held in the Town, but appreciate everyone who came out. Mayor Honea reported on several events that he had attended stating he and Paula Bloomer went to the K -8 Stem School at Dove Mountain and spoke to approximately 500 students as well as providing them swag from the Town. He commented on the Chamber Walk reaching out to businesses on Ina Road stating most of the businesses and owners were thrilled with it as well as the progress in Town. He and Town Manager Jamsheed Mehta had an opportunity to go with Sun Corridor to Caterpillar new plant. He spoke favorably about the new plant as well as the benefits to its employees. He and Mr. Mehta also attended Common Ground MPA the Star Pass, Marana did not win any of the awards; however, we were recognized for two of the projects Marana had completed —Sign Code and app for Ina Road Construction. Also reported that he had done the Wake -up Tucson Show. MANAGER’S REPORT: SUMMARY OF CURRENT EVENTS Mr. Mehta reported the Marana Sign Code Update was a finalist in the Common Ground Award through the efforts of Town Staff and approved by the Council six to eight months ago. The other award was the Project Ina Business Support Program. Several departments participated in that and Marana was a finalist in that category. He acknowledged the Executive Repo rt materials provided to Council that provides updates on the number of building permits issued —81 new permits issued for single - family that includes model homes as well. The Town is hosting its’ Town of Marana Rewards and Recognition Program. One of the elements of the program for employees is the service awards which is being hosted tomorrow, November 6, 2019 as a breakfast event from 9 a.m. until 10:30 a.m. The Town will host the Marana Momentum Alliance: Senior & Veterans Services Fair from 1 p.m. to 4 p.m. at the Marana Community Center on N. Lon Adams Road. November 5, 2019 Regular Council Meeting Summary Minutes 3 Council Member Ziegler commented on Sun Corridor stating they had never been her favorite type of people that Council renewed its contract after some 12 or more years had passed. She asked what they have done for Marana lately. That is one reason why she does not see them favorably. Sun Corridor had not done anything for Marana when the town was paying them over $50,000. Now that Council has brought them back paying them $10,000, she would like to see a report of its activities (six months to one year). Council needs to look at that after one year’s time to see what they have actually done for Marana. Mayor Honea stated he spoke to the officials with Caterpillar that Sun Corridor worked very hard with Caterpillar and over 1/3 of the employees live in Marana. That Caterpillar is bringing in people to work. Council Member Ziegler stated she has heard that for 15 years, but she is referring to businesses coming into Marana —not another pizza place, wine cellar, or nail salon. That is what we have been waiting for; some progress for some time. She does appreciate when Sun Corridor has something there, people move to Marana. She is looking at a direct impact to Marana. Mr. Mehta stated he would be glad to provide Council with a six month report on the type of efforts that Marana and Sun Corridor are working on, and what those results may lead to. He would make that available to Council periodically. Council Member Ziegler a six month report would be good to receive. Vice Mayor Post offered Council Member Ziegler the opportunity to take his place at those meetings as Sun Corridor reviews its progress on projects. Council Member Ziegler stated she stays on top of their activities as she reads notifications from them. When she sees a brick and mortar business being built in Marana, then she would support their efforts. Town Attorney Frank Cassidy explained this is a time on the agenda for reports and does not allow for the interactive exchange of conversation. PRESENTATIONS P1 Relating to Budget; presentation of first quarter results (July -September) for the Town's General Fund and other selected major funds for the 2019 -2020 fiscal year (Yiannis Kalaitzidis) Finance Director Yiannis Kalaitzidis provided a PowerPoint Presentation on the first quarter results for the Town’s General Fund and other selected major funds for the 2019-2020 fiscal year. (A copy of the presentation is on file in the Town Clerk’s Office, and the video is on available on the Town’s website for viewing.) CONSENT AGENDA November 5, 2019 Regular Council Meeting Summary Minutes 4 C1 Relating to Procurement; ratifying the Town Manager's approval of seven change orders to the Pavex Corp. construction contract for the Airport Rehabilitation of Taxiways, Tie Downs, Helicopter Pad, and Terminal Apron (AP025) for a total amount of $169,917.97; authorizing the transfer of appropriations if necessary for the change orders; and authorizing the Town Manager or designee to execute the necessary documents to effectuate the change orders (Steve Miller) C2 Resolution No. 2019 -112: Relating to Personnel; approving and adopting amendments to the Town’s Personnel Policies and Procedures, revising Chapter 4 - Employment Benefits and Leaves by amending Section 4-4-2 “Town-Approved Holidays” to add New Year’s Eve (Curry C. Hale) C3 Approval of Study Session Meeting Summary Minutes of October 29, 2019, the Regular Council Meeting Summary Minutes of October 15, 2019, and Study Session Meeting Summary Minutes of October 8, 2019 (Cherry L. Lawson) Council Member Bowen moved and Council Member Kai second the motion approving the Consent Agenda. Motion passes, 6-0. LIQUOR LICENSES L1 Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a new series #012 Restaurant Liquor License application submitted by Jayesh C. Patel on behalf of Spice Garden Indian Cuisine, located at 5815 W. Arizona Pavilions Drive #155 Tucson, Arizona 85743 (Cherry L. Lawson) Council Member Ziegler moved and Council Member Bowen second the motion approving a recommendation to the Arizona Department of Liquor Licenses and Control regarding a new series #012 Restaurant Liquor License application submitted by Jayesh C. Patel on behalf of Spice Garden Indian Cuisine, located5815 W. Arizona Pavilions Drive, #155 Tucson, Arizona 85743. Motion passes, 6 -0. BOARDS, COMMISSIONS AND COMMITTEES COUNCIL ACTION A1 Resolution No. 2019-113: Relating to Utilities; authorizing Town staff to apply for a Clean Water State Revolving Fund loan from the Water Infrastructure Finance Authority of Arizona (WIFA) to fund additional construction costs for the Adonis Lift Station and Force Main Project (WR015); and approving the transfer of up to $475,000 in budgeted expenditure authority from the General Fund contingency line item in the fiscal year 2019-2020 budget to the Adonis Lift Station and Force Main project (WR015) November 5, 2019 Regular Council Meeting Summary Minutes 5 to cover a budgetary shortfall for additional costs for the const ruction of the project (Scott Schladweiler) Water Director Scott Schladweiler provided an overview of this item stating the Town recently open bids for the Adonis Lift Station and Force Main Project and the low bid came in at just over $1Mil which was 30% more than our consultant engineers had estimated. He has reviewed the bids and have spoken with two of the contractors . One of the things that they have seen over the last 12 months a steady increase to the material cost to the contractors that bid the project. He stated in order to continue this project, he is requesting an increase in budget capacity in the amount of $475,000. That amount over the $363,000 shortfall will cover any contingencies for unknown or unforeseen circumstances during construction. If the additional funds are not needed, the Town will not spend it. The second request seeks Council’s approval to apply for a second loan from WIFA. The loan proceeds would be used to cover the additional cost and reimburse the General Fund Contingency where funds would be temporary taken from to support the project. Mr. Schladweiler continued stating in speaking with WIFA, if the Town applies for the loan in the amount of $475,000, the same terms would apply as with the original loan. There would be a 50% forgivable principle available to the Town on that, though not guaranteed. Council Member Kai ask whether the second loan through WIFA is difficult to obtain. Mr. Schladweiler replied stating the Town would go through the same process. In speaking with WIFA, the have the capacity and availability to do this and funds to disperse. The Town would have to complete the loan application, WIFA would have to take the application to its board in December for approval. At that point, it is likely to be approved in February 2020. Those funds would be available to us this fiscal year— February or early March. Council Member Ziegler inquired about the interest rate of the second loan as the interest rate on the first was three (3%) percent. Mr. Schladweiler replied stating this second loan would be similar to the first, although he does not have the rate amount at hand until the loan has been locked in. Council Member Ziegler asked when the Town would have the interest rate. Mr. Schladweiler stated Decembe r would likely be the earliest time, but that the loan would be locked in until February. Council Member Bowen commented on the bids stating he noticed the bid amount was approximately 30% higher than was originally estimated. He asked why the difference in the amount. Mr. Schladweiler stated in reviewing the bids, there was not one item that stood out and presented an issue within. The bid estimates were compared to the other submitted bids it was a steady percentage throughout the bid on all materials . Council Member Bowen asked how long ago was the original estimate provided. Mr. Schladweiler stated for this project, it was in April 2019. November 5, 2019 Regular Council Meeting Summary Minutes 6 Vice Mayor Post moved and Council Member Kai second the motion to approve Resolution No. 2019-113. Motion passes, 6-0. ITEMS FOR DISCUSSION / POSSIBLE ACTION D1 Relating to Public Art; presentation, discussion and feedback regarding multiple public art concepts for construction and installation in the newly designated Downtown Marana area, at the roundabout located at Sandario Road and Marana Main Street (Heath Vescovi -Chiordi) Assistant to the Town Manager Heath Vescovi-Chiordi provided a PowerPoint overview of this item stating, the Town is presenting some public art concepts that the Town is looking to install in the downtown area at the roundabout at Sandario and Marana Main Street. This project is also a wonderful example of collaboration in utilizing Transportation Art by Youth, (TABY funds) provided by the Pima Association of Governments, as well as working with students and instructors from Marana High School Welding Program and local artist Trevor O’Toole. By leveraging the various resources, we are able to create a unique art install that the town will enjoy as well as being a unique identifier. He presented various renderings of public art for consideration to be installed and ask for direction of the Council. The Town has secured the TABY grant once again from Pima Association of Governments in the amount of $75,000, and have transferre d $25,000 from the Downtown Reinvestment Funds to augment that $75,000 for a total of $100,000. The Town would like to create an art piece for the center of the roundabout on Sandario that would act as a unique identifier for the town and as a gateway to the downtown Marana area. Through an RFP in May 2018, the Town was able to contract the same artist who sculpted the deer’s at Tangerine Sky Park , Mr. O’Toole to design an art piece for the roundabout. Mr. Vescovi-Chiordi stated in order to construct and design this new concept, the Town would once again work with MUSD its Welding Program and its instructor who will help to construct and install the art piece once it has been constructed. Three different concepts were pre sented to the Council for its consideration and direction: 1) Coyote Pack referencing the wildlife in Marana; 2) Deconstructed Abstract Marana Logo representing the fields and water in our agriculture; 3) Horse and Rider developed in house as well as with Mr. O’Toole, and the Communications Department and is an homage around Marana and the Sonoran Desert, and another version of 3) the Horse and Rider Concept. Mayor Honea stated he had an opportunity to review the renderings on a larger scale in the Town Manager’s Office. Although all are very good renderings, he likes the third option of the Rider and the Steer as it says North Marana . There are many ranches and burro races in this area, cap and steer roping in this area. If you want people to come November 5, 2019 Regular Council Meeting Summary Minutes 7 out to this area to see our history, he really likes those as well as the solid deer’s that were built. He complimented Mr. O’Toole for his work. He would prefer the red color much like the deer at Tangerine Sky Park , and would give it a natural look . Council Member Ziegler complimented Mr. O’Toole on the deer, but does not like the logo design. She too concur with Mayor Honea in his selection, but ask whether the design was only referring to North Marana or the entire Marana community. Mayor Honea replied stating the deer is native to the area of Tangerine Sky Park , as there are many equestrian riders in this area of Marana. Council Member Ziegler asked whether the color of the paint would be the same as the deer. Mr. Vescovi- Chiordi stated the paint can be customized, but that having direction from Council would ensure that the artist and Town are aware at the start and place that information in the construction phase of the design with the welding students. Mayor Honea stated he feels that the art install should be painted so to add a naturalness to the design. Council Member Officer stated he likes the solid horse and rider without paint, and commented anything that is painted has to be painted in the future. Mr. Vescovi- Chiordi stated part of the TABY grant is that a maintenance program is built into the grant. The Town will work -out the details. Council Member Ziegler inquired of the price of the project and what that amount includes. Mr. Vescovi-Chiordi stated the proposed landscaped area was originally projected to be much higher in cost, and the art would come in at $75,000. Council Member Ziegler stated Council would prefer the grass area be included. Mr. Vescovi- Chiordi stated there would be a landscaping element included with the project to compliment the work. D2 Relating to Development and Public Works; update, discussion, and possible direction regarding p ublic and private projects and development applications on the Town’s Marana Current and Proposed Projects internet site (Jason Angell) Development Services Director Jason Angell provided an overview of those projects new and ongoing that are currently on the Town’s website. He responded to questions from Council. D3 Relating to Legislation and Government Actions; discussion and possible action regarding all pending state, fed eral, and local legislation/government actions and on recent and upcoming meetings of the other governmental bodies (Jamsheed Mehta) November 5, 2019 Regular Council Meeting Summary Minutes 8 Mr. Mehta stated he does not have a report to provide to Council; however, Town staff would place on Council’s calendar a legislative meeting for December 3 to include the Town’s State Legislature District 9 and 11 for a breakfast meeting. This would provide Council with an opportunity to share its thoughts and hear what the priorities are from the legislature. EXECUTIVE SESSIONS E1 Executive Session pursuant to A.R.S. §38 -431.03 (A), Council may ask for discussion or consideration, or consultation with designated Town representatives, or consultation for legal advice with the Town Attorney, concerning any matter listed on this agenda for any of the reasons listed in A.R.S. §38 -431.03 (A). 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 agend a, 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 Vice Mayor Post moved and Council Member Officer second the motion to adjourn the meeting. Motion passes, 6-0. Meeting adjourned at 7:59 PM. CERTIFICATION I hereby certify that the foregoing are the true and correct mi nutes of the Marana Town Council meeting held on November 5, 2019. I further certify that a quorum was present. ________________________________________ Cherry L. Lawson, Town Clerk      Council-Regular Meeting   B1        Meeting Date:11/19/2019   To:Mayor and Council From:Jane Fairall, Deputy Town Attorney Date:November 19, 2019 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2019-118: Relating to Benefits; appointing Yiannis Kalaitzidis as a Trustee for the Marana Health Care Benefits Trust for a four-year term; and making additional Trustee appointments for the Marana Health Care Benefits Trust (Jane Fairall) Discussion: At the Council's June 11, 2019 Study Session, Town staff gave a presentation regarding the Town's self-funded insurance program and the statutory requirement that the Town establish a trust fund for the program. A copy of the PowerPoint from that presentation is included within the agenda materials for the Council's information. To summarize, in 2014, the Town of Marana moved from fully-funded health and dental insurance benefits to a self-funded program for those benefits.  A.R.S. §11-981 requires any municipality with a self-funded program that is located in a county with a population of more than one million people to establish a trust fund for the self-insurance program. As Pima County has now moved past the one million mark in population, the Town is required to establish a trust fund. At the June 11 meeting, staff presented a draft Trust Document and sought feedback from the Council regarding the document, specifically regarding section 3.02, which sets forth the number and identity of the Trustees for the trust. Based on feedback from the Council, staff drafted section 3.02 to provide that there will be five Trustees, with no more than one Trustee being a Town employee, and no Trustees being a member of the Council. On August 6, 2019, the Council adopted Resolution No. 2019-068, establishing the Marana Health Care Benefits Trust and approving the Trust Document. A copy of the Trust Document is included in the Council's packet for reference. After the August 6 meeting, Town staff advertised for applicants to serve in four of the Trustee positions for the Marana Health Care Benefits Trust. Per the approved Trust Document, applicants must have expertise in at least one of the following fields: finance, employee benefits, health care, human resources, or risk management, and must reside in Pima or Pinal County. Each Trustee will serve a four-year term, unless a term is terminated earlier.  The initial terms for the first Trustees will be as follows:  two Trustees to serve an initial term of two years; and three Trustees to serve an initial term of four years.  The Council will determine which of the first four Trustees will serve the two-year and four-year terms.  On October 15, 2019, the Council adopted Resolution No. 2019-107, establishing a special council committee to receive and review applications for and make recommendations to the Town Council regarding appointment of Trustees for the Marana Health Care Benefits Trust, and authorizing the Mayor to appoint three members of the Marana Town Council to the special committee. The Mayor appointed Councilmembers Bowen, Comerford, and Kai to serve on the special committee. On November 5, 2019, the Council Committee met and reviewed the application materials of the seven candidates who applied. The application materials for all seven candidates are attached to this item for the Council's convenience. After deliberation and discussion in executive session and in open session, the Council Committee voted to recommend to the full Town Council the following appointments: Cameron Lewis and Matthew Haertzen to serve 4-year terms, and Thomas Plantz and Franklin Garret to serve 2-year terms. For the fifth Trustee, Town staff is recommending that the Council appoint the Town's Finance Director, Yiannis Kalaitzidis, to serve as a Trustee with a 4-year term. Pursuant to section 2-6-2(E) of the Marana Town Code, at tonight's meeting, the Town Council may do one or more of the following: 1. Interview one or more applicants either in public or in an executive session scheduled for that purpose. 2. Make one or more appointments. 3. Order the solicitation of additional applications. 4. Take any other action it deems appropriate. Staff Recommendation: Staff recommends that Finance Director Yiannis Kalaitzidis be appointed as a Trustee for the Marana Health Care Benefits Trust, to serve a 4-year term, and that Council make additional appointments at its discretion. The Council Committee voted to recommend to the full Town Council the following appointments: Cameron Lewis and Matthew Haertzen to serve 4-year terms, and Thomas Plantz and Franklin Garret to serve 2-year terms. Suggested Motion: I move to adopt Resolution No. 2019-118, appointing Yiannis Kalaitzidis as a Trustee for I move to adopt Resolution No. 2019-118, appointing Yiannis Kalaitzidis as a Trustee for the Marana Health Care Benefits Trust for a 4-year term; and appointing ______________________ and ________________________ as Trustees for the Marana Health Care Benefits Trust for 4-year terms; and appointing _____________________ and ________________________ as Trustees for the Marana Health Care Benefits Trust for 2-year terms. Attachments Resolution No. 2019-118 Power Point Trust Document Linda Crotts Cover Letter Linda Crotts Email of Interest HBT Linda Crotts Resume Updated Franklin Garrett 2019 Resume Franklin Garret Email of Interest HBT Matt Haertzen HCBT Application Matt Haertzen Email of Interest HBT Virginia Lee Hockemeyer Resume 2019 Virginia Lee Hockemeyer Cover Letter Cameron Lewis Current Resume Cameron Lewis Cover Letter David Parker Cover Letter David Parker Resume Thomas Plantz Resume Thomas Plantz Email of Interest HBT Thomas Plantz Letter of Interest Marana Resolution No. 2019-118 MARANA RESOLUTION NO. 2019-118 RELATING TO BENEFITS; APPOINTING YIANNIS KALAITZIDIS AS A TR USTEE FOR THE MARANA HEALTH CARE BENEFITS TRUST FOR A FOUR -YEAR TERM; AND MAKING ADDITIONAL TRUSTEE APPOINTMENTS FOR THE MARANA HEALTH CARE BENEFITS TRUST WHEREAS on August 6, 2019, the Town Council adopted Resolution No. 2019-068, establishing the Marana Health Care Benefits Trust and approving the Trust Document, to satisfy the requirements of Arizona Revised Statutes (A.R.S.) Section 11-981; and WHEREAS section 3.02 of the Trust Document provides that there shall be five Trustees for the Trust, that no Trustee may be a current or former member of the Council, that no Trustee may be a former employee of the Town, and that n o more than one Trustee may be an employee of the Town; and WHEREAS o n October 15, 2019, the Town Council adopted Resolution No. 2019-107, establishing a special Council Committee to receive and review applications for and make recommendations to the Town Council regarding appointment of Trustee s for the Marana Health Care Benefits Trust; and WHEREAS the Council Committee has reviewed the applications and has made its recommendation to the full Council; and WHEREAS Town staff recommends the appointment of Finance Director Yiannis Kalaitzidis as a Trustee for the Marana Health Care Benefits Trust; and WHEREAS the Mayor and Council find that the appointments addressed by this resolution are in the best interest of the Town and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that Yiannis Kalaitzidis is hereby appointed as a Trustee for the Marana Health Care Benefits Trust for a 4 -year term, that ______________________ and ________________________ are hereby appointed as Trustees for the Marana Health Care Benefits Trust for 4-year terms, and that _____________________ and ________________________ are hereby appointed as Trustees for the Marana Health Care Benefits Trust for 2 -year terms. Marana Resolution No. 2019-118 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 19th day of November, 2019. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Health Benefits Trust Curry C. Hale, Human Resources Director Jane Fairall, Deputy Town Attorney Background •In 2014, the Town moved from a fully-funded model to a self- funded model for health insurance benefits –Had previously moved to self-funded for dental benefits in 2010 •Rather than paying a fixed premium to an insurance carrier, the Town budgets for and pays claims costs based on participant utilization of benefits Benefits of Self-Funding •Control/flexibility of plan design –Allows for more customized, tailored plan design –Better aligns funding with wellness and population health management strategies •Better/more timely access to claims data •Cost –Mitigates marginal risk and profit charge inherent in fully-insured premium –Improved cash flow and interest earning Current Status of Self-Funded Program •Medical plan self-funded 7/1/14 •Total Loss Ratio (premiums paid by employee and employer vs. claims paid out) •Below 100% is a gain (funds reserves) •Above 100% is a loss •FY18 loss funded through reserves •Medical reserve-$640,407.18* •*includes a receivable of $1,207,406.89 in June Current Status of Self-Funded Program •Dental plan self-funded 7/1/2010 •Total Loss Ratio-gains funding reserves since FY12 •Dental reserve-$443,246.04 Note: Total self-funded reserve (medical & dental)-$1,083,653.22 A.R.S. §11 -981 State statute provides requirements for a municipality that establishes a self-funded program for employee benefits, when that municipality is located in a county with a population of 1,000,000 people or more Statutory Requirements •The Town shall: –Place the funds for the self-funded program in a trust fund, in amounts as determined by the Council –Designate a licensed risk management consultant or insurance administrator to assist in administration of the fund; license must be verified by Council –Appoint at least 5 joint trustees to administer the trust –Bond the trustees Statutory Requirements (Continued) •The Town shall: –Incorporate a stop-loss provision in the trust agreement •Stop-loss insurance creates maximum liability for the trust –insurance carrier assumes risk of loss beyond the stop loss threshold –Procure an annual audit by an external auditor; keep a copy of the audit report on file with the Town for at least 5 years –Not spend any money from the trust fund for any purpose not related to the fund –Revert funds in the trust fund to the general fund if the trust fund is no longer used by the Town Miscellaneous Statutory Provisions •Expenditures from and monies in the trust fund are not subject to statutory local government budget process •Town’s authority under this statute not subject to A.R.S. Title 20 (Insurance), but the insurance plans shall conform to the requirements of title 20 •Town not authorized to procure insurance from an insurer not authorized by the state Department of Insurance Draft Trust Document •Draft Trust Document created –Keeping in mind general purposes behind the creation of the trust –Reviewed best practices around the state •Cities of Peoria and Chandler •Town of Gilbert •Northern Arizona Public Employees Benefit Trust •Dysart Unified School District Responsibilities & Powers of Trustees •The Trustees may: –Adopt policies, rules and procedures for the administration of the Trust –Authorize the Plan Administrator (HR Director) or designee to retain the services of actuaries, auditors, engineers, private consultants, administrators and advisors as the Trustees consider necessary to carry out the business and purposes of the Trust –Seek private outside legal counsel when legal advice is considered necessary; for routine matters associated with administration of the Trust, the Trustees may seek counsel from the Town Attorney or designee –Recommend modifications of the terms and conditions of the Trust document to the Council –Authorize the Plan Administrator or designee to administer the day-to-day affairs of the Trust Management of Trust •The Trustees have the power to manage the Trust as follows: –To maintain the funds in a separate Trust account, at a financial institution approved by the Town –To request that appropriate Town staff provide services to the Trust –To keep full and accurate accounts, books, and records concerning the fund –To prosecute or defend actions, claims, or proceedings necessary or advisable for the protection of the Trust Management of Trust (continued) •The Trustees have the power to manage the Trust as follows: –To determine the appropriate amount of funds that the Trust should hold as Restricted Reserve, based on accepted actuarial standards and consistent with accounting principles generally accepted in the United States •Restricted Reserve = amount needed to pay Plan claims that are incurred but not reported, and also Plan claims that are incurred but not paid; amount must be attested to by an actuary who has been engaged to provide services to the Trust –To permit a Premium Holiday (i.e., period of time in which the Trust waives the total premium), but only if the holiday would not cause the funds to fall below the Restricted Reserve plus an amount equal to 6 months of premium payments for the Plan Management of Trust (continued) •The Trustees do NOT have authority or responsibility for the following: –Selecting and engaging an external auditor for the Trust –Selecting and purchasing stop-loss coverage for the Trust –Engaging third parties to provide services for the Plan –Designing , adopting, amending, or terminating the Plan –Ensuring that the Plan complies with state or federal laws mandating the terms of the Plan –Determining what portion of Plan premiums should be paid by Participants and Beneficiaries –Collecting premiums from Participants or Beneficiaries •These responsibilities remain with the Town Contributions •The Trustees shall determine the total premium that shall be required to participate in the Plan at each coverage level (e.g., individual coverage, family coverage) •In determining premiums, the Trustees shall consult with the risk management consultant or insurance administrator engaged to assist the Trust, the Plan Administrator, and the Finance Director, and shall also consult with an actuary familiar with the Trust and the Plan •The Trustees shall consider all reasonable factors, including: –Amount of reserves in the Trust, –Claims experience of the Plan and Trust –Market conditions –Cost trends •The Trustees shall determine the total premium no less frequently than annually, but the Trustees have the authority to increase premiums more frequently if reasonably necessary to protect the financial stability of the Trust Contributions (continued) •The Town determines if a portion of the premium should be paid by Participants and Beneficiaries, and what portion •The Town is responsible for collecting such portion from Participants and Beneficiaries and forwarding those monies to the Trust for deposit Specific Decision Points •Town must appoint at least 5 joint trustees to administer the trust –1 trustee may be –but is not required to be -a member of the Council –1 trustee may be –but is not required to be –an employee of the Town –No guidance in statute as to trustees otherwise Health Benefits Trust Feedback and Questions MARANA HEALTH CARE BENEFITS TRUST 00062524.DOC/7 RECITALS WHEREAS the Town of Marana, Arizona ("Marana") currently provides certain welfare benefits for certain of its employees, former employees, elected officials, and their beneficiaries; WHEREAS Arizona law permits Marana to establish a self-insurance program for the management and administration of health benefits; WHEREAS Arizona law requires that the funding for such self-insurance program be deposited in a trust; WHEREAS Marana has established such a self-insurance program; WHEREAS Marana intends the trust established by this document (this "Trust Document")to satisfy the requirements of Arizona Revised Statutes (A.R.S.) Section 11-981; WHEREAS Marana intends the trust established by this Trust Document to be exempt from taxation pursuant to Section 115 of the Internal Revenue Code; and WHEREAS Marana wishes trustees to hold and administer the Funds (defined below), in trust, pursuant to the terms of this Trust Document; NOW, THEREFORE, in consideration of the foregoing Marana establishes the following Trust: 00062524.DOC/7 ARTICLE I DEFINITIONS Account" means the bank or investment account(s) established by the Trustees to hold some or all of the Funds. Beneficiary" means a person designated by a Participant who is or may become entitled to a benefit under the Plan. Code"means the Internal Revenue Code of 1986, as amended. Council" means the Marana Town Council. Employee" means an individual that Marana classifies and treats as an employee (not as an independent contractor) for payroll purposes, regardless of whether the individual is subsequently reclassified as an employee of Marana in a court order, in a settlement of an administrative or judicial proceeding, or in a determination by the Internal Revenue Service, the Department of the Treasury, or the Department of Labor. Finance Director" means the individual engaged by the Town Manager to select, manage, and invest Marana's funds, subject to the investment guidelines established by the Council and Marana's Finance Department. Funds"means the assets of the Trust, in whatever form or location. Governmental Trust" means a trust that is exempt from taxation pursuant to Section 115 of the Internal Revenue Code. Marana"means the Town of Marana, Arizona. Participant" means an Employee or Marana elected official who is eligible to participate and is participating in the Plan; for purposes of this definition, a former Employee who has elected continuation coverage under the Consolidated Omnibus Budget Reconciliation Act COBRA) of 1985 is a Participant. Plan" means the specified group insurance pursuant to which Marana provides self-insured health care benefits to Participants and Beneficiaries and shall include any amendments, endorsements, or riders attached to the insurance. Plan Administrator"means Marana's Human Resources Director. Plan Year"means the fiscal year of the Plan. Premium Holiday" means a designated period of time in which the Trust waives the total premium (the amount established by the Trustees pursuant to Section 5.01(a)). Restricted Reserve" means the amount needed to pay Plan claims that are incurred but not reported, and also Plan claims that are incurred but not paid. The amount shall be as attested 00062524.DOC/7 to by an actuary who has been engaged to provide services to the Trust and as approved by the Trustees. Restricted-Plus-Six Reserve" means the Restricted Reserve plus an amount equal to six months of premium payments for the Plan. Trust"means the legal entity established pursuant to this Trust Document. Trustees"means the Trustees described in this Trust Document. 00062524.DOC/7 ARTICLE II ESTABLISHMENT OF TRUST Section 2.01. Establishment. Marana hereby establishes the Trust, consisting of such monies as Marana may deposit from time to time in the Account; plus all other money or property as shall lawfully become a part of the Trust; plus all the earnings, income, gains, appreciation and all other increments of any nature from the foregoing; and less payments made pursuant to this Trust Document. The Trust shall become effective only upon the determination of Marana's Town Attorney that this document is in proper form and is within the power and authority of the Council, and upon the approval of the Council. Section 2.02. Name. The Trust shall be known as the Marana Health Care Benefits Trust. Section 2.03. Purpose. a) The Funds shall be held, invested, reinvested, and administered by the Trustees in accordance with the terms of the Plan and the terms of this Trust Document, solely in the interest of Participants and Beneficiaries and for the purpose of providing benefits to the Participants and their Beneficiaries and defraying the reasonable expenses of administering the Plan and the Trust. b) The purpose of the Trust is to fund health, welfare and related benefits, consistent with the restrictions contained in Code Section 115 and other applicable law, for the benefit of Participants and Beneficiaries, in accordance with the Plan. c) The successful operation and administration of the Trust requires communication and cooperation among the Trustees, the Council, Town Management, Town Staff, Employees, and other third parties. Decisions made by the Trustees regarding operation and administration of the Trust should take into account input from designated stakeholders. 00062524.DOC/7 ARTICLE III ORGANIZATION AND OPERATION OF TRUSTEES Section 3.01. Appointment. The Council shall appoint individuals to serve as Trustees overseeing the management and administration of the Trust. The Council shall consider and may appoint any individual, provided that the number and identity of the appointed Trustees shall conform to the requirements of this Article. Each Trustee so appointed shall accept the appointment in writing and shall confirm in writing that the Trustee agrees to hold and administer the Funds, in trust, pursuant to the terms of this Trust Document. Section 3.02. Number and Identity. There shall be five Trustees. No Trustee may be a member of the Council. No more than one Trustee may be an employee of Marana. No former member of the Council or former employee shall be a Trustee. With the exception of the employee Trustee, if any, a Trustee shall have expertise in the field of finance, employee benefits, health care, human resources, or risk management, and shall reside in Pima or Pinal County. Section 3.03. Bonding. All Trustees shall be bonded in an amount to be approved by the Town Manager. This requirement may be satisfied by a blanket performance bond or other coverage provided by Marana. Section 3.04. Officers. At the commencement of each Plan Year, the Trustees shall elect a Chairperson and a Secretary from among themselves. The Chairperson shall preside over the work of the Trustees pursuant to this Trust Document. The Secretary shall preside in the Chairperson's absence. The Secretary shall cause to be maintained accurate records of all actions of the Trustees, including minutes from all Trustees' meetings. A copy of the minutes shall be retained as a record of the Trust's activities. Section 3.05. Term. Each Trustee shall serve a four-year term, unless a term is terminated earlier as described in this Article. Notwithstanding the foregoing, the initial terms for the first five Trustees shall be as follows: two Trustees to serve an initial term of two years; and three Trustees to serve an initial term of four years. The Council shall determine which of the first five Trustees shall serve the two-year and four-year terms. Section 3.06. Termination. The term of any Trustee shall automatically terminate upon the earliest of the following: death; resignation; removal; failure to attend three consecutive meetings; or, for a Trustee who is an employee of Marana, the termination of such employment. 00062524.DOC/7 Section 3.07. Resignation of a Trustee. A Trustee may resign by giving 60 days' prior written notice to the Chairman. The Chairman may exercise discretion to waive or reduce the 60-day requirement, but shall not waive the written-notice requirement. The notice shall state the effective date of resignation. The resignation shall take effect on its stated effective date unless a new Trustee is appointed and accepts appointment prior to the stated effective date, in which case the date of acceptance shall constitute the effective date of the resignation. Upon the effective date of the resignation, the resigning Trustee shall be discharged from any further duty or responsibility under the Trust, and the resigning Trustee shall deliver to the Chairman (or to the Secretary, if the Chairman is resigning) any and all property in his or her possession or control which belongs to the Plan or Trust. Section 3.08. Removal of a Trustee. A Trustee may be removed pursuant to Marana Town Code Section 2-6-2(G). Upon the effective date of the removal, the removed Trustee shall be discharged from any further duty or responsibility under the Trust, and the removed Trustee shall deliver to the Chairman (or to the Secretary, if the Chairman is being removed) any and all property in his or her possession or control which belongs to the Plan or Trust. Section 3.09. Meetings. The Trustees shall meet whenever required to provide for the orderly and timely administration of the business of the Plan and the Trust at such location as may be acceptable to the Trustees, but no less than four times per Plan Year. In calling, providing notice of, and holding meetings, the Trustees shall conform to applicable law. Section 3.10. Quorum. A quorum shall consist of three Trustees. Section 3.11. Voting. Each Trustee shall have one vote. All actions by and decisions of the Trustees shall be the affirmative vote of a majority of the number of the Trustees attending a duly called meeting of the Trustees at which there is a quorum present. Section 3.12. Exculpation and Indemnification of the Trustees. a) Reliance. A Trustee may act or rely upon any of the following: i) Any instrument, application, notice, request, signed letter, telegram or other paper or document believed by the Trustee to be genuine and to contain a true statement of facts and to be signed or sent by the proper person; or ii) The advice, opinion, records, reports or recommendations of any accountant, actuary, administrator, attorney, consultant, co-trustee, investment agent or investment manager or any other advisor selected by the Trustees with reasonable care. b) Exculpation of Trustees. No Trustee shall incur any liability individually or on behalf of other individuals for any action or omission, unless such action or omission is due to the Trustee's own gross negligence, criminal conduct, willful misconduct, or lack of good faith. 00062524.DOC/7 c) Indemnification of Trustees. The Trustees shall cause any person who is or has served as a Trustee to be indemnified out of the Trust against all damages, liabilities and expenses incurred by or imposed on the person in connection with any claim, suit, action or proceeding concerning the Trust or the person's acts or omissions as a Trustee, including, without limitation, legal fees and amounts paid in any compromise or settlement, unless such acts or omissions constitute gross negligence, criminal conduct, willful misconduct, or lack of good faith. Any indemnification provided herein shall be limited to amounts not collected pursuant to valid and enforceable liability insurance policies. d) Indemnification of Others. To the extent permitted by law, the Trustees, in their discretion, may also cause the Trust to indemnify any person who is rendering services to the Trust or Plan against all damages, liabilities and expenses incurred by or imposed upon such a person in connection with any claim, suit, action or proceeding concerning the Plan or Trust or the acts or omissions of such a person, including, without limitation, legal fees and amounts paid in any compromise or settlement, unless such act or omission constitutes gross negligence, criminal conduct, willful misconduct, or lack of good faith. e) Limitation on Indemnification. Notwithstanding the foregoing, no indemnification shall be provided unless and until: i) It is adjudicated that the action or omission did not constitute gross negligence, criminal conduct, willful misconduct, or lack of good faith; or ii) The Trust receives a written opinion from legal counsel for the Trust that any such adjudication would have determined that the action or omission did not constitute gross negligence, criminal conduct, willful misconduct, or lack of good faith. Section 3.13. Compensation of Individual Trustees. An individual Trustee shall not be paid any compensation or reimbursement from the Trust for services provided to the Trust. Section 3.14. Conflicts of Interest. Each Trustee shall comply with applicable state and federal law concerning conflicts of interest. Section 3.15. Service in More Than One Fiduciary Capacity. Any individual, entity or group of persons may serve in more than one fiduciary capacity with respect to the Plan, the Trust, or both to the extent such is permitted by law. 00062524.DOC/7 ARTICLE IV RESPONSIBILITIES AND POWERS OF THE TRUSTEES Section 4.01. In General. The Trustees shall have the power to perform all acts, to take all proceedings, and to exercise all rights and privileges, although not specifically mentioned herein, as the Trustees may deem necessary or advisable to administer and manage the Trust so as to carry out the purposes of this Trust Document and the Plan. The Trustees shall discharge their responsibilities under this Trust Document: a) For exclusively governmental purposes, namely providing benefits to Participants and Beneficiaries and defraying the reasonable expenses of administering the Plan and Trust; b) With the care, skill, prudence, and diligence under the circumstances that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; c) By diversifying the investments of the Fund so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and d) In accordance with the provisions of the Plan and this Trust Document. Section 4.02. Discretionary Powers. The Trustees may without limitation do all of the following: a) Adopt policies, rules and procedures for the administration of the Trust; provided, however, that these policies, rules and procedures may not be inconsistent with the provisions of this Declaration of Trust or any applicable local, state, or federal law or regulations. b) Authorize the Plan Administrator or designee on behalf of the Trust to retain the services of actuaries, auditors, engineers, private consultants, administrators and advisors as the Trustees consider necessary to carry out the business and purposes of the Trust. The Trustees may seek private outside legal counsel when legal advice is considered necessary. For routine matters associated with administration of the Trust, the Trustees may seek counsel from the Town Attorney or designee. c) Recommend modifications of the terms and conditions of this Trust document to the Council. d) Authorize the Plan Administrator or designee to administer the day-to-day affairs of this Trust. 00062524.DOC/7 Section 4.03. Statutory Requirements. a) Risk Management Consultant or Insurance Administrator. Prior to paying Plan expenses on a self-insured basis, the Trustees shall confirm that the Town Manager has designated a risk management consultant or insurance administrator licensed pursuant to Title 20, Chapter 2 of the Arizona Revised Statutes, and the Trustees shall further confirm that such license was verified by the Council prior to such designation. b) Auditor. Marana shall engage an external auditor to perform an annual audit of the Trust. Each audit report shall be kept on file for five years with the Town Clerk. The Trustees shall work and cooperate with such auditor. c) Stop-Loss. Prior to paying any Plan claims on a self-insured basis, the Trustees shall confirm that Marana has procured stop-loss insurance for the Trust from an insurer authorized to do business in Arizona. Section 4.04. Management. The Trustees shall have the power to manage the Trust, including the acquisition and disposition of property that is in or part of the Trust, as follows: a) General Authority. The Trustees shall have exclusive authority and responsibility with respect to the custody and management of the Trust, except to the extent any such authority has been assigned elsewhere by this Trust Document or has been delegated by the Trustees pursuant to this Trust Document. b) Separate Account. The Trustees have the exclusive responsibility and authority to maintain the Funds in Trust. The Trustees shall maintain the Funds at a financial institution approved by Marana. c) Contributions and Distributions. The Trustees have the authority and responsibility to determine the required contributions to and appropriate distributions from the Trust, as more fully described in Article V. d) Restricted Reserve. The Trustees have the authority and responsibility to determine the appropriate amount of Funds that the Trust should hold as Restricted Reserve, based on accepted actuarial standards and consistent with accounting principles generally accepted in the United States. e) Premium Holidays. No Premium Holiday shall be permitted unless it is recommended by the Trustees. The use of Funds for a Premium Holiday is subject to the following limitations: i) Premium Holiday. The Trustees may determine that Funds in excess of the Restricted-Plus-Six Reserve be used to pay for a Premium Holiday. The Trustees shall not approve a Premium Holiday if the use of Funds for the Premium Holiday would cause the total Funds to fall below the level of the Restricted-Plus-Six Reserve. 00062524.DOC/7 f) Service Providers. i) For the Trust. The Trustees have the authority to request that appropriate Marana staff provide services to the Trust. In addition, the Trustees have the authority to engage suitable third parties to provide services for the Trust. Such authority is exclusive to the Trustees, with the following exceptions: Marana has the authority to select and engage an external auditor for the Trust, and Marana has the authority to select and purchase stop-loss coverage for the Trust. ii) For the Plan. The Trustees do not have the authority to engage third parties to provide services for the Plan. iii) Payment. The Trustees have the authority to pay reasonable compensation and expenses for any parties engaged to provide services for the Trust as set forth above. iv) Compliance. All engagements and payments pursuant to this Section shall comply with applicable procurement laws, policies, and procedures. g) Accounts, Books, and Records. The Trustees have the authority and responsibility to keep full and accurate accounts, books, and records concerning the Fund. All such accounts, books, and records shall be open to inspection in accordance with applicable law. i) Valuation. The Trustees shall cause the Fund to be valued no less than annually and shall forward notice of such value to the Town Council and the Plan Administrator. ii) Accounting. Within a reasonable time after the end of each Plan Year, the Trustees shall provide the Plan Administrator an accounting of the administration of the Trust since the previous accounting. The accounting shall include all transactions of the Trust during the relevant period, as well as all property in the Trust and its fair market value at the end of the relevant period. h) Legal. The Trustees have the authority to prosecute or defend actions, claims, or proceedings necessary or advisable for the protection of the Trust. Section 4.05. Investments. The Trustees will, through the Finance Director and in accordance with the reasonably prudent investment standard for Trustees, provide for the investment of Trust monies in a manner consistent with the provisions of Arizona Revised Statutes Title 35, Chapter 2, Article 2.1 regarding management of public monies. Section 4.06. Responsibilities Not Assigned to the Trustees. The Trustees shall have no authority or responsibility for: a) Designing, adopting, amending, or terminating the Plan; 00062524.DOC/7 b) Ensuring that the Plan complies with state or federal laws mandating the terms of the Plan; c) Determining what portion of Plan premiums should be paid by Participants and Beneficiaries; d) Collecting premiums from Participants or Beneficiaries. Authority and responsibility for the foregoing items in this Section are assigned to Marana, which may delegate this authority and responsibility to a third party. 00062524.DOC/7 ARTICLE V CONTRIBUTIONS TO AND DISTRIBUTIONS FROM THE TRUST Section 5.01. Contributions a) Premiums. i) Amount. The Trustees shall determine the total premium that shall be required to participate in the Plan at each coverage level (e.g., individual coverage, family coverage). In determining premiums, the Trustees shall consult with the risk management consultant or insurance administrator engaged to assist the Trust, the Plan Administrator, and the Finance Director, and shall also consult with an actuary familiar with the Trust and the Plan. In determining the total premium, the Trustees shall consider all reasonable factors, including but not limited to the amount of reserves in the Trust, the claims experience of the Plan and Trust, market conditions, and cost trends. The Trustees shall determine the total premium no less frequently than annually, but the Trustees have the authority to increase premiums more frequently if reasonably necessary to protect the financial stability of the Trust. The Trustees may recommend Premium Holidays subject to Section 4.04(e). ii) Administration. At its discretion, the Trustees may establish a contribution schedule, adopting a funding policy, or using any similar mechanism to arrange for the orderly contribution of funds to the Trust. Marana shall forward the premiums to the Trust no less frequently than monthly, in accordance with the arrangement adopted by the Trustees. Upon the Trustees' knowledge that Marana is delinquent in its contributions, the Trustees shall promptly provide written notice of the delinquency to the Council, the Town Manager, and the Town Attorney. iii) Payment By Participants and Beneficiaries. Marana may determine that a portion of the premium should be paid by Participants and Beneficiaries. In such event, Marana shall be responsible for collecting such portion from Participants and Beneficiaries and forwarding those monies to the Trust for deposit. If a Participant or Beneficiary fails to pay the appropriate portion of his or her premium, Marana shall ensure that the total premium shall nevertheless be paid to the Trust. Marana shall be responsible for recovering delinquent amounts from Participants or Beneficiaries. b) Other Funding. The Trustees may permit the Trust to receive additional funding, including but not limited to any one or more of the following: interest, dividends, rebates, gifts, grants, special taxes levied to satisfy judgments, recovery from insurers, subrogation, or reimbursement. 00062524.DOC/7 Section 5.02. Distributions. Distributions from the Trust may be made for any of the following: a) Paying for or providing benefits to Participants or Beneficiaries, in accordance with the terms, provisions and conditions of the Plan, as determined and directed by the Plan Administrator. b) Paying all reasonable expenses of operating, administering, or managing the Plan or Trust, including but not limited to: i) Where third parties are engaged to provides services to the Plan or Trust, as described above, compensating such third parties; ii) Where Marana employees render services to the Trust or Plan, compensating Marana for such services; iii) Where taxes or assessments are levied or imposed upon the Trust or the Plan, paying such taxes or assessments. c) Upon termination, pursuant to Section 6.03. Section 5.03. No Inurement to Private Interests. Except as specified in Section 5.02, at no time shall any part of the principal or income of the Trust inure to the benefit of a private individual or entity. 00062524.DOC/7 ARTICLE VI AMENDMENT AND TERMINATION Section 6.01. Amendment of Trust. This Trust Document may be amended in writing at any time by the Council. The Trustees may recommend amendments to the Council. Notwithstanding the foregoing, no amendment shall be adopted which alters the basic purpose of the Trust, causes the Trust to lose its status as a Governmental Trust, conflicts with any applicable law or government regulation, causes the use or diversion of any part of the Trust for purposes other than those authorized herein, or retroactively deprives anyone of a vested right or interest. Section 6.02. Termination of Trust. The Trust shall continue until terminated by the Council in writing. The Council shall supply a copy of the writing to all the Trustees and to the Plan Administrator. Section 6.03. Distribution Upon Termination. a) Upon termination of the Trust, the Trustees shall use the Funds to pay or to provide for the payment of any and all obligations of the Trust and the Plan, and the Trustees shall distribute and allocate the Funds in accordance with the then-current provisions of the Trust and the Plan; provided that, notwithstanding any Plan provision to the contrary, the Funds shall be allocated and distributed in the priorities and according to the categories required by applicable law. b) Upon termination of the Trust, after all obligations of the Trust and Plan have been satisfied, any remaining Funds shall revert and be distributed to Marana's general fund. Section 6.04. Amendment and Termination of Plan. Nothing in this Trust Document shall affect Marana's ability to amend or terminate the Plan. 00062524.DOC/7 ARTICLE VII GENERAL PROVISIONS Section 7.01. No Right, Title, or Interest. No Employer, Employee, Participant, or Beneficiary shall have any right, title or interest in the Trust or any right to contributions to be made thereto, or any claim against the Trust on account thereof, except as may be provided from time to time by this Trust Document or the Plan, and then only to the extent of the benefits payable to such person under the Plan. Section 7.02. Nonalienation of Benefits. The Trust shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse, former spouse or any relative, until such payment has been actually received by the person entitled to it. Any attempt to anticipate, alienate, settle, transfer, assign, pledge, encumber, charge or otherwise dispose of the same shall be void. The Trust shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits under the Plan. Section 7.03. Prohibition of Diversion. a) It shall be impossible by operation of the Trust or by its natural termination, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of the Trust or any funds contributed thereto to be used for or diverted to purposes other than as described herein. b) Notwithstanding the foregoing, a contribution made by Marana as the result of a mistake may be returned to Marana if the Trustee so directs, provided that the repayment is not prohibited by applicable law. Section 7.04. Incompetency. If it is determined that any person entitled to receive benefits is unable to care for his or her affairs because of mental or physical incapacity, the benefits due such person may be paid to his or her legal guardian or conservator, or to any relative by blood or by marriage to be used and applied for the benefit of such person. Payment to such legal representative or relative of the person on whose account benefits are payable shall operate to discharge the payor from any liability to such person or to anyone representing him or her (or his or her interest), and the Trustees shall have no duty or obligation to see that the funds are used or applied for the benefit of such person. Section 7.05. Notice and Delivery of Documents. Any notice required to be given under this Trust Document may be given in person or by first-class mail. When notice is given by mail, it shall be deemed to have been given as of the date of posting to the last-known address of the addressee available from the Trust records. Section 7.06. Headings. Titles of articles and headings of sections and subsections are inserted for convenience of reference. They constitute no part of this Trust Document and are not to be considered in the construction hereof. 00062524.DOC/7 Section 7.07. Construction. This Trust Document is created and accepted in the State of Arizona. All questions pertaining to its validity or construction not otherwise preempted by federal law shall be determined in accordance with the laws of the State of Arizona. If any provision contained in this Trust Document or in any collective bargaining agreement pursuant to which this Trust Document is created should be held unlawful, such provision shall be of no force and effect and this Trust Document or any such collective bargaining agreement shall be treated as if such provision had not been contained therein. 00062524.DOC/7 IN WITNESS HEREOF, the Town of Marana hereby establishes the Marana Healthcare Benefits Trust. DATED this 6th day of August 2019 TOWN OF MARANA, ARIZONA A Municipal Corporation e tr( lkt '7....1-- 4------, Ed Honea, Mayor ATTEST: A' ‘197 c5-01a.ACherry Lawso , Town Clerk APPROVED AS TO FORM iiIlei i dear , Fra Cassi• , Town At •rney STATE OF ARIZONA ss. COUNTY OF PIMA The foregoing instrument was acknowledged before me this 14.. day of 2019, by Ed Honea, the Mayor of the TOWN OF MARANA, ARIZONA, municipal corporation, on its behalf. Seal) ri,Vtke-tii/ririmSuzanneSutherlandV Notary Public Pima County,nrizons Notar P 'c My Comm.Expires 09-11-2022 y Commission No.551302 00062524.DOC/7 Linda Crotts September 5, 2019 Town of Marana/Health Benefits Trust Board Human Resources Director Curry C. Hale To: Whom It May Concern I am interested in the volunteer position as Trustee for the Marana Health Care Benefits Trust. I have experience in Banking, office experience, computer experience and treasurey experience, customer service, management as well as cash handling. I am honest and hard working and strive to do my best. I would like to be considered for the Trustee position and meet for an interview. I can be reached at Thank you for your consideration and look forward to meeting with you. Respectfully, Linda Crotts 1 Cherry Lawson From:Curry Hale Sent:Thursday, October 24, 2019 6:26 PM To:Cherry Lawson Subject:FW: Board of Trustees Inquiry Curry C. Hale, SHRM-SCP, IPMA-SCP Human Resources Director Town of Marana 11555 West Civic Center Drive Marana, AZ 85653 (520) 382-1920 (office) (520) 382-3500 (fax) www.maranaaz.gov   From: linda crotts   Sent: Thursday, September 12, 2019 11:59 AM  To: Curry Hale <chale@MARANAAZ.GOV>  Subject: Re: Board of Trustees Inquiry  PLEASE BE CAUTIOUS THIS MESSAGE AND SENDER COME FROM OUTSIDE THE TOWN OF MARANA. IF YOU DID NOT EXPECT THIS MESSAGE, PROCEED WITH CAUTION. VERIFY THE SENDER'S IDENTITY BEFORE PERFORMING ANY ACTION, SUCH AS CLICKING ON A LINK OR OPENING AN ATTACHMENT. Good Morning Mr. Hale, My banking experience was several years ago as a teller in New Mexico and Arizona. Upon moving back to Arizona I worked at then Valley Bank which is now Chase in Douglas, Az.. I also worked for Banking institutions in Tucson, but they are no longer in existence or have changed to existing Banks. My experience expanded for 4 yrs., I did teller duties and vault duties and then drive through as well as some opening of accounts and Certificates of Deposit and my last Banking duties were in 1993. I was Owner Operator and Treasurer for our Well Co-op "Trico Marana Parcels 9&10" for almost 15 yrs. I handed over the management duties to the now Acting Owner Operator Ken Caproni but I still hold the duties as Treasurer for the Well Co-op account for all members. Mr. Caproni's phone number is for a reference. I hope that this will be helpful to you. Respectfully, Linda Crotts On Wednesday, September 11, 2019, 3:39:06 PM MDT, Curry Hale <chale@MARANAAZ.GOV> wrote: 2 Ms. Crotts, Please provide more detailed information regarding your experience in banking and treasury. Thanks. Curry C. Hale, SHRM-SCP, IPMA-SCP Human Resources Director Town of Marana 11555 West Civic Center Drive Marana, AZ 85653 (520) 382-1920 (office) (520) 382-3500 (fax) www.maranaaz.gov From: Heath Vescovi-Chiordi <hvchiordi@MARANAAZ.GOV> Sent: Tuesday, September 10, 2019 4:21 PM To: Curry Hale <chale@MARANAAZ.GOV> Cc: Linda Crotts > Subject: Board of Trustees Inquiry Curry, 3 Please see the attached documentation from Linda Crotts regarding the Health Benefits Trust Board of Trustees. She has provided her cover letter, as well as her resume. Linda is currently on the Marana Citizens’ Forum and is actively engaged within the Town, and would like to throw her name into the ring for consideration for the Board of Trustees. If you have any questions, please let me know. I have CCd her on this email so you have her contact information. Thank you, sir. Heath Vescovi-Chiordi - MPA, AZED Pro Economic/Downtown Development Specialist Dept. of Economic Development, Town of Marana Email:hvchiordi@maranaAZ.gov, Office: (520) 382-1981 Cell: (480) 252-5808 Instagram:https://www.instagram.com/hvchiordi/?r=nametag Facebook:https://www.facebook.com/profile.php?id=10127808 LINDA S. CROTTS PERMANENT ADDRESS Mailing: Home phone: Email: EDUCATION High School Diploma, General Education, /1969 Eastern Arizona College 2yrs Business Administration and Administrative Law Rio Salado College, State Training and Education programs Associates Degree in General Studies May of 2011 Member of The Marana Town Council Forum Experiences: 20 yrs experience working with the public both private and community positions: in Banking, Title agencies and 21 yrs as a State of Arizona Employee helping to ensure that the elderly and disabled individuals have and live a quality of life. Ensuring that needs where met through Health agencies and schools that provide health care services and educational skills. To attend and hold meetings as required. Experince as well as a cashier for the past 6yrs. I have also servered as the Trico Marana Parcels 9&10 Co-op Well Owner, Treasurer for 15 yrs. Overseeing the management of funds and holding annual meetings with all members to ensure the validity of the Well and operations of the well. I have been a member of the Town of Marana Council Forum for the past 3 yrs FRANKLIN G. GARRETT RESUME` OF QUALIFICATIONS Telephone: ___________________________________________________________________________________ SUMMARY: Over 30 years of human resource management experience with an emphasis in benefits planning, implementation, communication and administration. Successful record of helping employees understand and appreciate their health and welfare benefits. HIGHLIGHTS:  Set up new Personnel Department for recently expanded community hospital. Directed department growth for 13 years.  Established and administered one of the first defined-contribution retirement savings plans in a San Diego area hospital.  Assisted with installation of corporate-wide flexible benefits program for a local affiliate hospital.  Organized and supervised retirement education programs for employees and their spouses at a 2,200-employee medical center. EXPERIENCE: 1997 – 2000 Tri-City Medical Center, Oceanside, CA Compensation/Benefits/HRIS Manager 1985 - 1997 ScrippsHealth, La Jolla, CA Director, Employee Relations, Scripps Memorial Hospital-La Jolla Director of Human Resources, Green Hospital of Scripps Clinic 1971 - 1985 Bay Hospital Medical Center, Chula Vista, CA Director of Personnel Services 1969 - 1971 Huntington Memorial Hospital, Pasadena, CA Personnel Assistant, part time while attending college. 1960 - 1968 U.S. Navy, Active Duty, various stations including Vietnam theater. Enlisted Personnel Specialist, E-6. EDUCATION: BS in Business Administration, 1971, Major in Personnel Management, California State University, Northridge, California. MBA, 1978, Healthcare Administration, National University, San Diego, California. 1 Cherry Lawson From:Curry Hale Sent:Thursday, October 24, 2019 6:27 PM To:Cherry Lawson Subject:FW: Health Care Benefits Trustee Position Attachments:RESUME' 2019.doc Curry C. Hale, SHRM-SCP, IPMA-SCP Human Resources Director Town of Marana 11555 West Civic Center Drive Marana, AZ 85653 (520) 382-1920 (office) (520) 382-3500 (fax) www.maranaaz.gov   From: Frank Garrett   Sent: Saturday, September 28, 2019 11:44 AM  To: Curry Hale <chale@MARANAAZ.GOV>  Subject: Health Care Benefits Trustee Position  PLEASE BE CAUTIOUS THIS MESSAGE AND SENDER COME FROM OUTSIDE THE TOWN OF MARANA. IF YOU DID NOT EXPECT THIS MESSAGE, PROCEED WITH CAUTION. VERIFY THE SENDER'S IDENTITY BEFORE PERFORMING ANY ACTION, SUCH AS CLICKING ON A LINK OR OPENING AN ATTACHMENT. Greetings, My name is Franklin "Frank" Garrett and I am applying for a position as trustee for the Marana Health Care Benefits Trust. I believe I have the background you are seeking. I have attached my resume' to show my qualifications for this position. I am very interested, willing and able to contribute to the community in this capacity. My contact information includes phone/text: or email: Thank you for considering my application. Sincerely, Frank Garrett September 30, 2019 Curry C. Hale Human Resources Director Town of Marana 11555 W Civic Center Drive Marana, AZ 85653 Dear Mr. Hale: Please accept this letter and résumé as my application for the Marana Health Care Benefits Trust Trustee position advertised in the Explorer newspaper. During my investment career, I have worked with several non-profit investment pools including endowments for both the University of Minnesota and State of Idaho. In addition, I have worked on retirement plans for a small healthcare company and a charter school. I very much enjoy helping non-profit investors to make sure their investments are properly structured and working for them. Beyond the investment industry, I am also currently a member of the Finance faculty and teach Finance classes at the University of Arizona Eller College of Management. My investing passion and career success both stem from my more than 25 years in the investment community. I began my career with Ameriprise Financial, where I managed a staff of analysts supporting the quantitative mutual fund product line. From there, I went on to work for the University of Minnesota Endowment, a $650 million fund where I was responsible for asset allocation and manager selection. I then joined a trust company in Washington, where I was responsible for managing $600 million in large capitalization stocks. I transitioned to manage a combined $1 billion in assets for the Idaho Endowment Fund, Judge’s Retirement System and the Idaho State Insurance Fund in Boise, Idaho. Though I am relatively new to Tucson, having lived here just over one year now, I currently serve on the board of the Tucson CFA Society. In addition to that, I volunteer as a Study Group Leader for the Osher Lifelong Learning Institute. I enjoy taking an educational focus in my service and have an emphasis on helping everyone understand the true impact of fees and asset allocation on their long-term returns. I would welcome the opportunity to serve as a trustee on the Marana Health Care Benefits Trust. My background and experience would help me to provide significant contributions to the Town of Marana and its citizens. Thank you for your consideration of my application. Sincerely, Matthew J. Haertzen Lecturer of Finance Eller College of Management Phone: Email:    Contact (LinkedIn) Top Skills Portfolio Management Investments Valuation Certifications Chartered Financial Analyst Honors-Awards Eller MBA Most Valuable Professor of the Year Award Publications An Investment Analysis of Honduran Teak Plantations Investing - Challenging Times Matthew J. Haertzen, CFA Lecturer of Finance at the University of Arizona - Eller College of Management Tucson, Arizona Summary Experienced educator and investment professional with a demonstrated history of working in the higher education industry. Skilled in Asset Management, Mutual Funds, Corporate Finance, Investment Management, and Alternative Assets. Strong consulting professional. Experience University of Arizona - Eller College of Management Lecturer of Finance June 2017 - Present  Tucson, Arizona Area Teach finance and investment courses to undergraduate and graduate students. Osher Institute at University of Arizona Volunteer Instructor September 2018 - Present  Tucson, Arizona Area Teach several investment related classes in both Tucson and Oro Valley. WT Wealth Management Senior Investment Advisor Providing an Education Focused Financial Planning Approach January 2018 - Present  Tucson, Arizona Area WT Wealth Management is an SEC registered investment adviser, with in excess of $100 million in assets under management (AUM) with offices in Flagstaff, Scottsdale, Sedona and Tucson AZ. Four Peaks Wealth Management Founding Partner and Chief Executive Officer January 2013 - December 2017 (5 years) Flagstaff, Arizona Area  Page 1 of 4    Four Peaks Wealth Management, LLC is an independent, employee owned investment management firm dedicated to providing institutional asset management for the individual investor. * Managed a global tactical asset allocation portfolio on behalf of individual investors. * Developed marketing material and promoted the Four Peaks investment management product. Georgia Biofuels, LLC Consultant September 2011 - December 2017 (6 years 4 months) Flagstaff, Arizona Area Provided financial modeling support for a wood pellet production facility. * Worked with potential investors to assist in fundraising to move the $80 million project forward. Northern Arizona University Senior Lecturer of Finance August 2008 - May 2017 (8 years 10 months) Flagstaff, Arizona Area Taught a wide array of investment courses to undergraduate and graduate students. * Specialties included investments and portfolio management. Cogent Partners Chief Investment Officer - Timber June 2005 - April 2013 (7 years 11 months) Dallas/Fort Worth Area Portfolio Manager for a publicly traded investment vehicle designed to invest in a global timber portfolio for high net worth and institutional clientele. * Successful IPO in February 2007 raising in excess of $200 million USD. * Reviewed day-to-day investment decisions based on detailed financial analysis and modeling. * Oversaw a global group of strategic forestry partners who source deals and manage the timberland. *Served as a subject matter expert in both marketing and client service capacities. Beyond Forestry, Ltd. Director January 2009 - June 2012 (3 years 6 months)  Page 2 of 4    Portfolio management and investment analysis for accelerated growth Panamanian teak plantations. * Performed due diligence and negotiation with a strategic partner to manage the plantations in Panama. * Led development of marketing material and strategies. Wyoming Lawyers Expert Financial Witness March 2008 - June 2008 (4 months) Rock Springs, WY Evaluated the financial implications of various interpretations of a series of contracts between the client, his employer, and a family member. * Completed recommendations as to the intended meaning of certain financial terms, and provided a workable glossary of key financial items to facilitate the courtroom discussions. * Prepared to offer testimony of behalf of the client. Testimony was not needed as the written report led to an out-of-court settlement. Idaho Endowment Fund Investment Board Chief Investment Officer January 2003 - May 2005 (2 years 5 months) Chief Investment Officer for the $835 million Idaho Endowment Fund, $385 million Idaho State Insurance Fund, and the $55 million Idaho Judge's Retirement Fund. Washington Trust Bank Vice President, Equity Portfolio Manager March 2001 - December 2002 (1 year 10 months) Managed equity investments for $650 million in separate account assets. University of Minnesota Assistant Director, Office of Asset Management March 1999 - March 2001 (2 years 1 month) Responsible for overall investment management of the $800 million University Endowment Fund. Ameriprise Financial Manager, Structured Products Quantitative Support April 1994 - March 1999 (5 years) Greater Minneapolis-St. Paul Area  Page 3 of 4    Managed a staff of three quantitative analysts supporting a product line of $10 billion. Education University of Minnesota - Carlson School of Management M.B.A, Finance · (1993 - 1994) Penn State World Campus Graduate Certificate in Applied Statistics  · (2015 - 2016) University of Minnesota-Morris BA, Business, Economics · (1990 - 1993)  Page 4 of 4 1 Cherry Lawson From:Curry Hale Sent:Thursday, October 24, 2019 6:28 PM To:Cherry Lawson Subject:FW: Marana Health Care Benefits Trust - Trustee Position Attachments:Marana HCBT Application.pdf Curry C. Hale, SHRM-SCP, IPMA-SCP Human Resources Director Town of Marana 11555 West Civic Center Drive Marana, AZ 85653 (520) 382-1920 (office) (520) 382-3500 (fax) www.maranaaz.gov   From: Matt Haertzen   Sent: Monday, September 30, 2019 1:37 PM  To: Curry Hale <chale@MARANAAZ.GOV>  Subject: Marana Health Care Benefits Trust ‐ Trustee Position  PLEASE BE CAUTIOUS THIS MESSAGE AND SENDER COME FROM OUTSIDE THE TOWN OF MARANA. IF YOU DID NOT EXPECT THIS MESSAGE, PROCEED WITH CAUTION. VERIFY THE SENDER'S IDENTITY BEFORE PERFORMING ANY ACTION, SUCH AS CLICKING ON A LINK OR OPENING AN ATTACHMENT. Mr. Hale, Please accept the attached PDF as my application for the Trustee Position. If you need anything further please let me know. Thanks, Matt Haertzen Virginia Lee Hockemeyer          Administrative and HR Assistant who excels in a personalized touch for all customers, vendors, management, and employees •  Managed all areas of office such as HR, payroll, AP/AR, general office supply maintenance, schedule appointments and travel •  Acclimates easily to new situations and personnel • Facilitated open and positive communication between all levels of employees to  create a more stable workforce * Willing to learn and earn any certificate or skill necessary to enhance my job duties      Skills     General Office, Administrative Assistant, and Human Resources   Flexible multi‐tasking skills with ability to switch priorities easily   Excellent communication and interpersonal skills with individuals of all levels and backgrounds   FMLA, I‐9, OSHA log, Workman’s Compensation, STD, LTD, Background Checks, Drug Testing, COBRA, Payroll,  Unemployment Law, Employee Assistance Program referrals   Confident, professional manner   Microsoft  Office Suite, Medical Manager, Allegra, Kronos, PeopleSoft, Groupwise, ADP, AOD, Citrix, MyPeopleNet, MAS90,  Ariba/SAP, AccuFund, Power Point, Internet Explorer, Google Chrome, Doubleknot, Telestaff, IFAS, Enterprise Reporting,  OneSolution, Taleo, Workday, Kronos Workforce Telestaff    Professional Experience    Administrative Specialist !!! ‐ Employee Services Assistant                             July 2015 – August 2019  Sarasota County Government (Sarasota, FL)   1st point of contact via phone, email, & in person for 500+ employees w/payroll, FMLA, benefits questions, issues, concerns   Prepare and process payroll for 500+ employees utilizing 3 different computer software programs and systems, including  Kronos Workforce Telestaff   Keep Access/HRIS database updated with employee data and license(s) information   Utilize Taleo to download and coordinate applications, schedules, and procedures for new hires   Assist with personnel authorization forms (PAF)   Special projects as requested by upper management   Coordinate with several other departments in county and clerk office to process employee payroll and benefit needs    Administrative Coordinator and Property Reservations                                                                                                   Sept 2014 – July 2015                 Girl Scouts of Gulfcoast Florida, Inc (Sarasota, FL)   First point of contact for council headquarters via phone, fax, in person, email   Processed property reservations for 10 council properties   Assisted volunteers with various issues and on helpdesk   Supported all department in various areas including office supply maintenance      Human Resources Specialist and Administrative Assistant                                                                                              Sept 2013 – June 2014                 Galveston County Health District (Texas City, TX)   First point of contact for Human Resources department   New hire orientations   Applicant tracking; employment reference checks; background checks; drug screens   Records Retention and Public Information liaison; Credentialing Coordinator   Assisted employees with issues   Recruiting for new employees; assisted with interview questions and job descriptions                Welcome Center Staff (part time)                                                                                                                                          May 2013 – April 2014                  Chamber of Commerce (Galveston, TX)   First point of contact in welcome center   Assist visitors to the center with questions about activities, attractions, and restaurants      Owner Liaison/Executive Assistant to Owner (temporary position)                                                                               June 2013 – Sept 2013                 Spectrum Organization, Inc (Galveston, TX)   First point of contact for owners and company   Orient new owners to procedures and association rules   Administrative support to other departments   Assist owners with questions, concerns, and issues      Office Administrator/Human Resources Generalist                                                                                                           Jan 2009 – March 2013                                Pack Air, Inc (Neenah, WI)   First point of contact for customers, vendors, and employees   Set up, designed, utilized manual of instructions for office management procedures and forms   Accounts payable, accounts receivable, posted checks and ACH deposits   Provided administrative support to senior management and all departments through creation of business correspondence,  company forms, procedure updates, and edited as needed   Set up domestic and Canadian travel arrangements for employees to include flights, car rentals, hotel accommodations, per  diem, and expense reports   New hire paperwork per regulations,  creation of new forms for managers to perform reviews, discipline, and procedures  for their employees and department; organized confidential personnel and medical files; processed employee leave (STD,  LTD, FMLA), workman’s compensation, and unemployment paperwork; and assisted employees with payroll, benefit,  insurance, and personal issues; processed payroll to include wage garnishments, federal/state tax payments, child support  payments, direct deposit set up, and 401(k) loan payments/contributions which resulted in uniform standard of employee  relations and stable workforce      Office Administrator                                                                                                                                                                   Dec 2005 – Oct 2008                  Realogy Corporation/Coldwell Banker (Venice FL)   First point of contact for customers, vendors, co‐workers, agents   Oriented new agents and completed necessary paperwork after initial meeting with broker   Maintained personnel files; assisted customers/co‐workers/agents with questions/concerns   Accounts payable/receivable, posted billing, collected closing payments and posted to sale   Scheduled office meetings; ordered office supplies; hired/termed vendors based on quality of work   Proofed and edited outgoing advertising materials for agents      Education   University of Wisconsin‐Oshkosh Bachelor’s Degree                                                                                                        Dean’s List                  VIRGINIA LEE HOCKEMEYER           /                    /                Virginia Lee Hockemeyer Dear C Hales and Marana Town Council, Experience in employee benefits and relations, payroll processing, human resources, providing guidance and support to various levels of employees, a professional outgoing demeanor, plus strong oral and written communication skills make me a model candidate for the volunteer Trustee for the Marana Health Care Benefits trust. In my most recent position with Sarasota County Government, not only was I an employee under a county’s self-funded insurance plan, but I also dealt with a firefighter union who had a health trust fund for their retirees’. I learned what it is like to be on both sides of a health trust. Throughout my years in various Human Resources and Financial positions, I have been counted on for my objective wisdom in dealing with situations and circumstances with kindness, compassion, and adherence to budgets and contracts. In my position at Pack Air, Inc, I was able to recommend, develop, and coordinate a system of training and development activities along with employee recognition programs that resulted in an 85% employee retention rate. That stable workforce enabled the company to grow and expand its workforce. New business sales almost tripled within a couple of years! With each career move, I love to advantage of every opening for growth. I enjoy opportunities to improve and expand my skills and knowledge in any way possible. This all points to my ability to be a strong asset from the very beginning to the Town of Marana. I look forward to hearing from you soon to discuss how my skills, abilities, and qualities can fill the missing pieces the Town of Marana needs. Thank you very much for your consideration and time for this important position. Virginia Lee Hockemeyer Virginia Lee Hockemeyer Cameron Lewis EXPERIENCE  COO, Northwest Medical Center   Tucson, AZ | 03/18 – Present  300 beds | $350 million annual net revenue  A Community Health Systems Affiliate   Day‐to‐day oversight of the operational, financial and clinical functions of the hospital   Admissions growth of 9.3% and Surgical growth of 12% during tenure   Managing design, development and construction of 7 projects totaling over $150 Million – projects  include 2 new hospitals, an OP Imaging Center and a hospital refresh    Oversaw acquisition and employment of 2 Hospital Based Physician groups   Implemented new cardiac programs to include TAVR and Watchman  CEO, AllianceHealth Clinton   Clinton, OK | 09/15 – 3/18  56 beds | $22 million annual net revenue  A Community Health Systems Affiliate   Direct oversight of the operational, financial and clinical  functions of the hospital   Admissions growth of 6.9% during tenure   Recruitment of 7 providers including general surgeon, ENT and PCP’s   Growth of orthopedic surgical cases by 29% during tenure   Growth of total surgical cases by 14% during tenure   Oversaw launch of new bariatric surgery service line   Achieved hospital re‐accreditation from The Joint Commission and initial lab accreditation from The  Joint Commission   Elimination of 100% of contract labor expense during tenure   Improved physician overall physician satisfaction by 44 percentage points  Assistant CEO, MountainView Regional Medical Center  Las Cruces, New Mexico | 03/14 – 09/15  168 beds | $200 million annual net revenue  A Community Health Systems Affiliate    Direct administrative oversight of seven departments  Cameron Lewis  Team leader for OR throughput team; helped manage surgical volume increase of nearly 30% during  tenure through a lean/six sigma project   Managing design, development and construction of the first Freestanding ED in New Mexico ($11 million  dollar project)   Managing design, development and construction of ED remodel and expansion ($5 million dollar  project)   Implemented one‐call regional transfer center; increased transfer calls by 115%   Responsible for physician practice acquisitions in the market; complete oversight of six acquisitions  worth approximately $8 million   Oversaw resyndication of MountainView Ambulatory Surgical Center   Increased O/P imaging volumes (excluding ED) by 47% during tenure   Participated in recruitment of 21 physicians during tenure   Oversight of new construction medical office building project ($2 million dollar project)   2014 EBITDA improvement of 58%; 2015 EBITDA improvement of 10%   Administrative Specialist, Carlsbad Medical Center  Carlsbad, New Mexico | 01/13 – 03/14  115 beds | $96 million annual net revenue  A Community Health Systems Affiliate   Direct administrative oversight of six departments   Oversaw purchase, remodel and opening of new Radiation Oncology service line ($2.3 million dollar  project)   Implemented transport program with a new ALS ambulance service   Ensured  regulatory and legal compliance as the Facility Compliance Officer   Led physician recruitment efforts  EDUCATION  M.S., Healthcare Administration  Trinity University | San Antonio, Texas   B.S., Business Administration  Utah State University | Logan, Utah   September 21, 2019 Mr. Curry Hale, Human Resources Director Town of Marana 11555 W. Civic Center Drive Marana, AZ 85653 Dear Mr. Hale: I am very interested in serving the Town of Marana as a member of its Health Care Benefits Trust Board of Trustees. My family relocated to Marana in 1996 when I accepted the appointment as Director of Pima County’s Risk Management Department. I administered a self-insurance trust and had the privilege of working with very experienced and dedicated Trustees. I have read the Trust Document and commit to holding and administering the Funds, in trust, pursuant to the Trust Document. The attached resume provides more detail of my thirty years of public sector risk management administration and consultation. Industry certifications include risk management and human resources designations. I currently serve on the boards of directors for Arizona chapters of public sector risk management and human resources associations. I work for Central Arizona Project and am Phoenix based during a portion of the workweek. I can schedule work at CAP’s Field Office on Twin Peaks Road if Trustee meetings are scheduled on Monday – Thursday and would participate in person. Fridays are normal days off. Please accept my gratitude to you, Mayor, and Council for your consideration. I look forward to participation in the selection process. If selected, I will serve the Town of Marana well. Sincerely, David M. Parker, ARM-P, CPM®, IPMA-SCP DAVID PARKER OVERVIEW I have led the risk management efforts for a large state department, large Arizona county, large Sheriff’s Department, mid-sized state university, and special district, and consulted with public entities of all types across the nation. My image of success as a risk manager is to lead and facilitate a framework that best enable the organization to best achieve its strategic objectives and foster opportunity while protecting the organization, its assets, and its reputation from unnecessary loss. My background includes over ten years administering an ARS § 11-981 self-insurance trust for property, casualty, workers’ compensation, and a portion of the benefits program that was self-insured; I served as the risk management consultant for the self-insurance program. Today, I assist in management of a Captive insurer that provides employee health benefits for my employer. Leadership development includes Kennedy School of Government’s Senior Executives in State and Local Government, AZ POST’s Leadership in Police Organizations, and ASU’s Certified Public Manager programs. Industry designations include The Institutes’ Associate in Risk Management, ASU’s Certified Public Manager, and the International Public Management Association for Human Resources’ Senior Certified Professional designations. Certificate programs include FEMA’s Master Continuity Practitioner and Texas A&M Engineering Extension’s Infrastructure Protection certificates. My family moved to Marana in 1996. My ties to the community are strong and I am a strong believer in community volunteerism. My goal is to make a greater difference for my community. EMPLOYMENT RISK MANAGEMENT ANALYST (2017 - PRESENT) Central Arizona Project (Central Arizona Water Conservation District) Phoenix/Tucson, Arizona DIRECTOR OF RISK AND EMERGENCY MANAGEMENT, EMERGENCY MANAGEMENT COORDINATOR (2016 - 2017) ADMINISTRATOR OF RISK AND EMERGENCY MANAGEMENT (PART TIME, REMOTE) (2017 - 2018) Angelo State University, a member of the Texas Tech University System San Angelo, Texas PUBLIC/EDUCATION SECTOR PRACTICE LEADER (2011 - 2015) Midwest Employers Casualty Company Tucson, Arizona SHERIFF’S DEPARTMENT RISK MANAGER (2007 - 2011) DIRECTOR OF RISK MANAGEMENT (1996 - 2007) Pima County Government Tucson, Arizona RISK MANAGER (1988 - 1996) Arizona Department of Transportation Phoenix, Arizona ASSISTANT EXECUTIVE DIRECTOR (1987) Arizona Board of Pardons and Paroles Phoenix, Arizona TRAFFIC SAFETY INVESTIGATOR (1985 - 1987) County of San Diego San Diego, California POLICE OFFICER, DETECTIVE (1979 - 1985) City of San Diego San Diego, California EDUCATION, DESIGNATIONS, CERTIFICATIONS CRITICAL INFRASTRUCTURE PROTECTION CERTIFICATE (2019) TEEX College Station, TX SENIOR CERTIFIED PROFESSIONAL DESIGNATION (2018) IPMA-HR Alexandria, VA CERTIFIED PUBLIC MANAGER DESIGNATION (2018) Bob Ramsey Executive Education, Arizona State University Tempe, AZ MASTER CONTINUITY PRACTITIONER CERTIFICATE (2017) FEMA Emergency Management Institute Emmitsburg, MD ADVANCED PROFESSIONAL SERIES CERTIFICATE (2017) Arizona POST Emmitsburg, MD LEADERSHIP IN POLICE ORGANIZATIONS (2010) Arizona POST Tucson, AZ SENIOR EXECUTIVES IN STATE AND LOCAL GOVERNMENT (1999) Kennedy School of Government, Harvard University Cambridge, MA ASSOCIATE IN RISK MANAGEMENT DESIGNATION (ARM 1997, RMPE & ARM-P 2001) The Institutes (Insurance Institute of America) Malvern, PA CERTIFICATE OF ADVANCED RISK MANAGEMENT (1997) Public Risk Management Association Alexandria, VA SAN DIEGO POLICE ACADEMY (1979) Miramar College San Diego, CA COMMUNITY SERVICE AND ASSOCIATIONS GRAND CANYON STATE CHAPTER – INTERNATIONAL PUBLIC MANAGEMENT ASSOCIATION FOR HUMAN RESOURCES (2019 - PRESENT) Board Member Phoenix, AZ EMERGENCY PREPAREDNESS ADVISORY COMMITTEE (2016 - 2017) Concho Valley Council of Governments San Angelo, TX INDUSTRIAL COMMISSION OF ARIZONA (2009 - 2015) Chairman (2012 – 2015) Phoenix, AZ CHRISTIAN YOUTH THEATER - TUCSON (2005 - 2014) Technical Director, Board Member/Chairman, National Advisory Council Member Tucson, AZ YMCA OF METROPOLITAN TUCSON (2004 - 2016) Volunteer Pilates Instructor Tucson, AZ TOWN OF MARANA PLANNING COMMISSION (1998 - 2005) Chairman (2001 – 2005) Marana, AZ PUBLIC RISK MANAGEMENT ASSOCIATION (1988 - PRESENT) Board Member (2009 – 2011) Alexandria, VA Core Competency, Education, External Affairs, Con ference Planning Committees Conference Speaker, Instructor, Moderator, Facilita tor, Corporate Partner ARIZONA CHAPTER - PUBLIC RISK MANAGEMENT ASSOCIATION (1988 - PRESENT) Past Board Member, Officer, and Chairman, Current Secretary Phoenix, AZ Thomas D. Plantz Health Care Management Executive Dynamic, entrepreneurial, results-driven healthcare professional and executive with over forty years experience in leadership and management roles encompassing profit and loss responsibilities in multi-million dollar hospital and healthcare systems. Key strengths: strategic planning, business operations, community relations, physician- hospital-trustee relationships, start-ups and turnarounds, writing and speaking.  Consistently recognized for exceeding key strategic goals in the areas of quality, patient satisfaction and fiscal performance.  Successful in creating positive organizational cultures through collaborative team building dedicated to ensuring high levels of service and patient satisfaction measured by internal metrics.  Key performance metrics: financial performance, growth in market share and earnings, coalition-building, community relations, quality care and service, positive organizational climate, strategic directions and, board-medical staff-hospital relationships. _____________________________________________________________________________________ Professional Experience SUMMIT REGIONAL MEDICAL CENTER 2006-2010 Show Low, AZ Chief Executive Officer Under the auspices of Brim Healthcare (now Health Tech), Nashville, a provider of healthcare management to over 50 hospitals throughout the U.S., served as the CEO responsible for achieving…  A totally new 5-story, 120 bed patient care tower serving the White Mountains and rural northeastern Arizona.  The recruitment of 21 new permanent physicians (largely specialists)  A cardiac cath lab which dramatically slowed the rate of helicopter transports to Phoenix and Tucson for cardiac workups and/or therapeutic procedures.  New specialty services in medical and radiation oncology, gastroenterology, nephrology, pulmonology, and vascular surgery.  Net profit margins of 8%-12% during four year tenure as CEO. UPSON REGIONAL MEDICAL CENTER 2000-2005 Atlanta, GA Chief Executive Officer Worked with Brim Healthcare on a new startup management contract moving from interim CEO to permanent CEO and serving in that capacity for five years. Responsible for achieving…  A $40 million hospital expansion.  A financial turnaround with 6%-9% net profit margins.  A positive employee morale turnaround and new organizational culture.  Strong board-medical staff-management-employee relationships.  A vibrant medical center/civic community relations.  A near perfect score from the Joint Commission on Accreditation of Hospitals. TUCSON HEART HOSPITAL 1996-2000 Tucson, AZ President & Chief Executive Officer Worked with MedCath, Inc., a heart hospital developer and manager, responsible for achieving…  The total development, construction and complete organization of this new $45million regional cardiac care hospital, the first in Arizona and the third in the U.S.  Solid working relationships with the hospital’s shareholders, a group of twenty-four cardiologists and cardiovascular surgeons.  The successful recruitment of Jack Copeland, M.D., Chief of Cardiothoracic Surgery, University of Arizona to serve as the initial Chief of Cardiothoracic Surgery. CARONDELET HEALTH NETWORK 1983-1995 Tucson, AZ Chief Executive Officer CHN, a subsidiary of Carondelet Health System, a St. Louis based fifteen hospital holding company sponsored by the Sisters of St. Joseph of Carondelet, owned and operated three acute care hospitals, St. Mary’s, St. Joseph’s of Tucson and Holy Family of Nogales, AZ. As CEO, reporting to the local corporate board in Tucson and the Sisters of St. Joseph, was instrumental in the company’s growth from $83 million in 1983 to $780 million in 1995. Achievements included…  Led the expansion of the Carondelet healthcare delivery system through the merger of the two Tucson hospitals and the acquisition of a third in Nogales.  Guided the planned growth of the corporation moving Tucson market-share from 20% to 38%.  Recruited over 150 new physicians to the 3 hospitals within a 10 year period.  Creation and implementation of strategic business plans to ensure quality of care and service, positive financial programs and improvement in productivity, profitability, and quality care.  Worked effectively with elected legislators at both the state and federal levels. ST. MARY’S HOSPITAL & HEALTH CENTER 1979-1983 Tucson, AZ Executive Vice President & Administrator Under the sponsorship of the Sisters of St. Joseph of Carondelet, became the first lay Administrator in the 100 year history of St. Mary’s. Achievements included…  Initiated a total hospital financial turnaround of this negative bottom line healthcare organization, achieving a bottom line net profit of $2 million annually at the end of year one.  Positioned St. Mary’s for the 21st Century in the areas of quality of care, financial stability and innovative state-of-the-art medical and computer technology.  Became the first “Magnet Hospital” in Arizona (1982) endorsed by the American Nurses Association and the American Hospital Association.  Rebuilt the medical staff with the recruitment of 65 physicians in family practice, internal medicine and medical/surgical specialties. PREVIOUS LEADERSHIP ROLES  Administrator, Mount Sinai Medical Center, Minneapolis, MN 1973-1979  Asst. Administrator, Abbott-Northwestern Hospitals (Allina Health System) Mpls. 1967-1971  Captain, United States Air Force & Vietnam veteran 1963-1967 EDUCATION  Masters in Health Care Administration (MHA), University of Minnesota 1971-1973  Bachelor of Arts, University of St. Thomas, St. Paul, MN 1958-1963 PROFESSIONAL & COMMUNITY AFFILIATIONS  Fellow, American College of Healthcare Executives  Chairman, Arizona Hospital Association Board of Directors  President, Southern Arizona Hospitals’ Council  Governor, American Hospital Association Health Industry-Business Council  Board Member, Arizona Cancer Center, University Health Sciences, Tucson  Board Chairman, American Cancer Society, Arizona and Georgia  Board Chairman, American Heart Association, Arizona and Georgia  Board Member, United Way, Arizona and Georgia  Board Member, Carondelet Health Network, Tucson  Tucson Conquistadores  Tucson Rotary HONORS & AWARDS  Founder & Professor James A. Hamilton Achievement Award, Program in Hospital and Healthcare Administration, University of Minnesota.  Dean of the School of Public Health, Stewart Thomson, M.D. Memorial Award for recognition of enthusiasm, fraternalism and selflessness toward classmates  Executive of the Year Award, Atlanta-area Chamber of Commerce.  Fellow, American College of Healthcare Executives PUBLICATIONS  Author, The Sacred Trust, published December 2016 by Archway Publishing, a division of Simon-Schuster. This is a historical account of commitments and failed promises to our American veterans leading up to a systemic healthcare failure, crisis and scandal within the Veterans’ healthcare delivery system.   1 Cherry Lawson From:Curry Hale Sent:Thursday, October 24, 2019 6:27 PM To:Cherry Lawson Subject:FW: Health Care Benefits Trust App Attachments:Marana Health Benefits Trust.docx; TDP Bio.docx; TDP Resume.docx Curry C. Hale, SHRM-SCP, IPMA-SCP Human Resources Director Town of Marana 11555 West Civic Center Drive Marana, AZ 85653 (520) 382-1920 (office) (520) 382-3500 (fax) www.maranaaz.gov   From: thomas plantz   Sent: Saturday, September 28, 2019 3:36 PM  To: Curry Hale <chale@MARANAAZ.GOV>  Subject: Health Care Benefits Trust App  PLEASE BE CAUTIOUS THIS MESSAGE AND SENDER COME FROM OUTSIDE THE TOWN OF MARANA. IF YOU DID NOT EXPECT THIS MESSAGE, PROCEED WITH CAUTION. VERIFY THE SENDER'S IDENTITY BEFORE PERFORMING ANY ACTION, SUCH AS CLICKING ON A LINK OR OPENING AN ATTACHMENT. Hi Curry: Attached info as you requested re: above subject. Thx, tom Thomas D. Plantz September 28, 2019 Curry C. Hale Human resources Director Town of Marana Please accept my interest in serving as a trustee for the Marana Health Care Benefits Trust. I offer my attached Bio and Resume for your review. I believe my 40 years experience in managing hospitals and healthcare systems such as Carondelet may be of some benefit in oversite and administration. Thank you for the opportunity to apply for this important community service. Warm regards, Tom Plantz Attch: Bio & Resume    Council-Regular Meeting   A1        Meeting Date:11/19/2019   To:Mayor and Council Submitted For:Yiannis Kalaitzidis, Finance Director From:Frank Cassidy, Town Attorney Date:November 19, 2019 Strategic Plan Focus Area: Not Applicable Subject:PUBLIC HEARING: Resolution No. 2019-119: A resolution of the Mayor and Common Council of the Town of Marana, Arizona, a municipal corporation of Arizona, ordering and declaring formation of the Villages of Tortolita Community Facilities District and approving and authorizing the execution and delivery of a District Development, Financing Participation and Intergovernmental Agreement (Villages of Tortolita Community Facilities District) (Yiannis Kalaitzidis) Discussion: On October 1, 2019, TMR Investors, LLC submitted an application for the formation of the Villages of Tortolita Community Facilities District. A copy of the application and the exhibits in support of the application are included in the backup materials. Arizona law (A.R.S. § 48-702 paragraph B) now calls for the Town Council to hold a public hearing on the application within 60 days after submission of a completed application. It provides:   B. On presentation of a petition signed by the owners of at least twenty-five percent of the land area proposed to be included in the district and a completed application for formation of a district by an individual or entity, the governing body of a municipality or county within sixty days after submission of the completed application shall hold a public hearing to consider the application for formation of the district. Immediately after completion of the hearing, the governing body may adopt a resolution declaring its intention to form a community facilities district that shall include contiguous or noncontiguous property that is wholly within the corporate boundaries of the municipality or county. If the governing body does not adopt a resolution declaring its intention to form a district, the governing body shall provide a written basis for not adopting the resolution and shall identify the specific changes needed for the application to be approved. This subsection does not create a presumption of district formation. Town staff has reviewed the application and finds that it is incomplete and does not comply with the Town's adopted CFD Policy. A copy of the Town Finance Director's comment letter to the applicant is included in the backup materials, along with a copy of the Town's adopted CFD Policy. After the Town Finance Director's comment letter was delivered, Town staff asked the applicant to voluntarily waive the 60-day public hearing requirement to allow the application to be amended and heard by the Town Council at a later public hearing. The applicant prefers to move forward with the public hearing within the 60-day period. Arizona law does not give Town staff authority to act on this application; rather, it is within the authority of the Town Council to determine whether the application is complete and complies with the Town's CFD Policy and to decide whether to form the CFD or decline to form the CFD and give written reasons for not forming it. Financial Impact: If the CFD is formed, Staff time and resources will be used to support the CFD, but formation of the CFD is not expected to have significant direct financial impact on the Town. Staff Recommendation: Town staff has prepared three options for the proposed motion associated with this agenda item. Town staff recommends Option 1, the proposed motion to deny the CFD formation and adopting the Finance Director's October 30 letter as the written basis for not adopting the resolution and identifying the specific changes needed for the application to be approved. If the applicant waives the 60-day public hearing requirement at any time before the motion is made, Town staff recommends Option 3, continuing the public hearing to allow the submission of the additional required information. The Town Council also has the option to form the CFD. Option 2 is the motion that should be used if the Town Council chooses to form the CFD. Suggested Motion: Option 1 (recommended): I move to adopt by reference the October 30 letter prepared by Town Finance Director Yiannis Kalaitzidis as the written basis for not adopting a resolution to form the Villages of Tortolita Community Facilities District at this time, and identifying the specific changes needed for the application to be approved. Option 2: I move to adopt Resolution No. 2019-119, ordering and declaring formation of the Villages of Tortolita Community Facilities District and approving and authorizing the execution and delivery of a District Development, Financing Participation and the execution and delivery of a District Development, Financing Participation and Intergovernmental Agreement (Villages of Tortolita Community Facilities District). Option 3 (only if applicant waives the 60-day public hearing): I move to continue the public hearing on the formation of the Villages of Tortolita Community Facilities District to the Council's meeting on _____________________. Attachments Resolution No. 2019-119 YK to applicant letter Town CFD Policy VoT CFD Application VoT App Exhibits Marana Resolution No. 2019-119 DRAFT 11/05/19 MARANA RESOLUTION NO. 2019-119 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, A MUNICIPAL CORPORATION OF ARIZONA, ORDERING AND DECLARING FORMATION OF THE VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISTRICT DEVELOPMENT, FINANCING PARTICIPATION AND INTER GOVERNMENTAL AGREEMENT (THE VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT) BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, as follows: 1. Findings. a. On a date prior to the date of the adoption hereof, there was presented to us, the governing body of the Town of Marana, Arizona, an incorporated municipality of the State of Arizona (hereinafter called the “Municipality”), a Petition for Adoption of a Resolution Ordering and Declaring Formation of The Villages of Tortolita Community Facilities District, dated as of even date herewith (hereinafter referred to as the “Petition”), signed by the entities which, on the date hereof, are the “owners” of all real property as shown on the assessment roll for State and county taxes for Pima and Pinal Counties, Arizona, or, if such persons shown on such assessment roll are no longer the owners of land in The Villages of Tortolita Community Facilities District are the entities which are the successor owners which have become known and have been verified by recorded deed or similar evidence of transfer of ownership to be the owners of such real property (hereinafter referred to as, collectively, the “Petitioners”) described in the Petition to be in the community facilities district, the formation of which is prayed for by the Petitioners in the Petition, pursuant to Title 48, Chapter 4, Article 6, Arizona Revised Statutes (hereinafter referred to as the “Act”) and a completed application for formation of a district by TMR Investors, LLC (hereinafter referred to as the “Application”). 2 b. The Petitioners have requested the following: I. The name of the community facilities district of which formation is prayed pursuant to the Petition to be “The Villages of Tortolita Community Facilities District” (hereinafter called the “District ”), II. The District to be formed and exist pursuant to the terms and provisions of the Act as such terms and provisions are modified, waived or restricted pursuant to agreements to be entered into by and among certain of the Petitioners (hereinafter called the “Agreement Petitioners”) , the Municipality and the District, subject to Section V, III. The District to contain an area of approximately 1,520 acres of land, more or less, wholly within the corporate boundaries of the Municipality and to be composed of the land included in the parcels described in the Exhibit to the Petition, which is made a part of the Petition for all purposes and is all the land to be included within the boundaries of the District (hereinafter referred to as the “Property”), IV. The District to be a special purpose district for purposes of Article IX, Section 19, Constitution of Arizona, a tax levying public improvement district for the purposes of Article XIII, Section 7, Constitution of Arizona, and a municipal corporation for all pur poses of Title 35, Chapter 3, Articles 3, 3.1, 3.2, 4 and 5, Arizona Revised Statutes; except as otherwise provided in the Act, to be considered a municipal corporation and political subdivision of the State of Arizona separate and apart from the Municipality; and to be formed for, and to have, all the purposes of a “district ” as such term is defined, and as provided, in the Act, V. The formation of the District to result in the levy of ad valorem taxes to pay costs of improvements constructed or acquired by the District and for their operation and maintenance, 3 VI. The District to be governed by a board of directors of the District that consists of the members of the governing body of the Municipality, ex officio, with the two additional members who are designated by the Petitioners in the Application, the Petitioners being those who own the largest amount of privately owned acreage in the District, such directors to be appointed initially by the governing body of the Municipality (hereinafter called the “First Appointed Members”) and on the expiration of the term of an additional appointed director, the governing body of the Municipality to appoint a person according to the process for designating a director for a term of office as prescribed in the Application and if a vacancy occurs on the board of directors because of death, resignation or inability of either of the additional appointed members to discharge the duties of director, the governing body of the Municipality to appoint a person according to the process for designating a person to fill a vacancy on the board of directors of the board as prescribed in the Application, VII. The Clerk of the Municipality to accept the filing of a “General Plan for the Proposed The Villages of Tortolita Community Facilities District” for the District setting out a general description of the improvements for which the District is proposed to be formed , the general areas to be improved within the District and the estimated costs of construction or acquisition of the public infrastructure to be financed, constructed or acquired by the District (hereinafter referred to as the “General Plan”), and VIII. The Municipality to determine that public convenience and necessity require the adoption of this Resolution. c. The Petitioners further attested and declared that on the date hereof, as shown on the assessment roll for State and county taxes in Pima and Pinal Counties, Arizona, the Property is owned by the Petitioners and shall be benefited from the improvements for which the District is proposed to be formed; that there are no residents on the Property a nd there shall be no residents within fifty (50) days preceding the first anticipated election of the District; that the District shall be formed and exist pursuant to the terms and provisions of the Act as such terms and provisions are modified, waived or restricted pursuant to agreements to be 4 entered into by and among the Petitioners, the Municipality and the District and subject to Section V; that public convenience and necessity require the adoption of this Resolution; and that the Municipality shall in no way be liable for the payment of any of the costs of the public infrastructure described in the General Plan, nor liable for any liability, debt or obligation of the District. d. After showing the preceding, the Petitioners respectfully prayed that the Petition be properly filed as provided by law and that, as the Petition is signed by all of the owners of the Property and there are not now, and shall not be within fifty (50) days preceding the first anticipated election of the District, residents on the Property, any requirements of posting, publication, mailing, notice, hearing and election otherwise required by the Act in connection with the adoption of this Resolution are waived, the Municipality, on receipt of the Petition, declare the District formed without being required to comply with such provisions for posting, publication, mailing, notice, hearing or election. e. Pursuant to the Act and Section 9 -500.05, Arizona Revised Statutes, the Municipality, the District and the Agreement Petitioners are entering into a “development agreement” to specify, among other things, conditions, terms, restrictions and requirements for “public infrastructure” (as such term is defined in the Act) and the financing of public infrastructure and subsequent reimburse ments or repayments over time. f. With regard to the real property included within the boundaries of the District, the Municipality and the Agreement Petitioners determined to specify some of such matters in such an agreement, particularly matters relating to the acquisition or construction of certain public infrastructure by the District, the acceptance thereof by the Municipality and the reimbursement or repayment of the Petitioners with respect thereto, all pursuant to the Act. g. Pursuant to the Act and Title 11, Chapter 7, Article 3, Arizona Revised Statutes, the District, and the Municipality may enter into an “intergovernmental agreement” with one another for joint or cooperative action for services and to jointly exercise any powers common to them and for the purposes of the planning, design, inspection, ownership, control, maintenance, operation or repair of public infrastructure. h. Pursuant to the Act, the District may also enter into an agreement with the Agreement Petitioners with respect to the advance of moneys for public infrastructure purposes and the repayment of such advances and to obtain credit enhancement for, and process 5 disbursement and investment of proceeds of, general obligation bonds of the District to be hereafter issued. i. There has been presented to us in connection with the purposes described in paragraphs 1.e. through h. a District Development, Financing Participation and Intergovernmental Agreement (The Villages of Tortolita Community Facilities District), to be dated as of January 1, 2020 (hereinafter referred to as the “Development Agreement”), by and among the Municipality, the District and the Agreement Petitioners. 2. Matters Noticed by the Municipality. a. The Petitioners seek formation of the District to exercise the powers and functions set forth in the Act as such powers and functions are modified, waived or restricted pursuant to agreements to be entered into by and among the Agreement Petitioners, the Municipal ity and the District. b. The General Plan and the Application have been filed with the Clerk of the Municipality. c. The Petition, the Application and all necessary supporting mate- rials have been filed with us, and the showings in the Petition are each noticed by us and are hereby incorporated at this place as if set forth hereat in whole. d. The purposes for which organization of the District is sought are as described in the Petition and are purposes for which a district created pursuant to the Act may be lawfully formed. e. The public convenience and necessity require us to adopt this Resolution. 3. Granting of Petition; Formation of District. The Petition attached hereto as the Exhibit and made a part hereof for all purposes is hereby granted, and the District is hereby formed as a district pursuant to the terms and provisions of, and with the powers and authority established by, the Act, subject to the restrictions and modifications set forth in the Petition, with jurisdiction over the Property and that, as the Petition is signed by the owne rs of the Property and there are not now, and shall not be within fifty (50) days preceding the first anticipated election of the District, residents on the Property, requirements of posting, publication, mailing, notices, hearing and election otherwise r equired by the Act with respect to formation of the District are hereby found to be unnecessary. 6 4. District Board and Officers. The District shall be governed by a “District Board” comprised of the members of the governing body of the Municipality, ex officio, and the First Appointed Members. The “Chairperson of the District Board” and the “Vice Chairperson of the District Board” shall be determined at the first meeting of the board of directors of the District, and the Town Clerk of the Municipality shall be the “District Clerk”; the Town Treasurer of the Municipality shall be the “District Treasurer”; the Town Manager of the Municipality shall be the “District Manager” and the Town Attorney of the Municipality shall be the “District Counsel.” The first meeting of the board of directors of the District shall not be held until the Insurance required by the Development Agreement for the District itself and the board of directors of the District is in place as determined by the District Manager. 5. District Boundaries and Map. The District boundaries are as described in metes and bounds in the Exhibit to the Petition. A map showing the District boundaries is hereby ordered to be drawn and provided by the District Manager. 6. Dissemination of this Resolution. The Petitioners shall cause a copy of this Resolution to be delivered to the County Assessor and the Board of Supervisors of each of Pima and Pinal Counties, Arizona, and to the Department of Revenue of the State of Arizona. 7. Authorization and Approval of Development Agreement. The Development Agreement is hereby approved in substantially the form submitted herewith, with such changes, additions, deletions, insertions and omissions, if any, as the Mayor of the Municipality, with the advice of the Town Manager of the Municipality and the Town Attorney of the Municipality, shall authorize, the execution and delivery of the Development Agreement to be conclusive evidence of the propriety of such document and the authority of the person or persons executing the same. The Mayor of the Municipality, with the advice of the Town Manager of the Municipality and the Town Attorney of the Municipality, is hereby authorized and directed to execute, and the Town Clerk of the Municipality to attest and deliver, the Development Agreement on behalf of the Municipality. 8. No Liability of or for the Municipality. Neither the Municipality nor the State of Arizona or any political subdivision of either (other than the District) shall be directly, indirectly or morally liable or obligated for the costs of the public infrastructure contemplated by the General Plan and the Development Agreement nor for the payment or repayment of any indebtedness, liability, cost, expense or obligation of the District, and neit her the credit nor the 7 taxing power of the Municipality, the State of Arizona or any political sub division of either (other than the District) shall be pledged there for. 9. Effect of Resolution. a. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any remaining provisions of this Resolution. b. All resolutions or parts thereof inconsistent herewith are hereby waived to the extent only of such inconsistency. 8 PASSED by the Mayor and Common Council of the Town of Marana, Arizona, this 19th day of November, 2019. ......................................................................... Mayor, Town of Marana, Arizona ATTEST: ......................................................... Town Clerk, Town of Marana, Arizona APPROVED AS TO FORM: ......................................................... Town Attorney, Town of Marana, Arizona REVIEWED BY: ......................................................... Town Manager, Town of Marana, Arizona ATTACHMENTS: EXHIBIT -- Conformed Copy of Petition for Adoption of this Resolution * * * Page 1 of Exhibit EXHIBIT CONFORMED COPY OF PETITION FOR ADOPTION OF THIS RESOLUTION MARANA AZ FINANCE October 30, 2019 Via fax (carter@launch-dfa.com) & U.S. Mail Mr. Carter T. Froelich, CPA LAUNCH DEVELOPMENT FINANCE ADVISORS 4900 N. Scottsdale Road, Suite 3000 Scottsdale, AZ 85251 Re: The Villages of Tortolita Community Facilities District ("District") Application Dear Mr Froelich, Town of Marana staff and consu ltants have received and completed our initial review of the application you submitted on October 1, 2019 on behalf of your client, TMR Investors, LLC (TMR) for the Marana Town Council's consideration of the proposed establishment of the District. Arizona Revised Statutes section (A .R.S. §) 48-702 paragraph B provides for the holding of a public hearing within 60 days after the submission of a completed application for the formation of a community facilities district (CFD). Town staff is prepared to schedule a November 19 Marana Town Council publi c hearing on TMR's appli cation to form the District, but Town staff concludes that the application, as submitted, is incomplete for fai lu re to include documentation required by the Town's revised CFD policy and does not comply in several respects with the CFD statutes. In its current form, the proposed application will not receive a Town staff recommendation for establishment of the District . Town staff requests that TMR agree not to set a public hearing on this application, but instead to work with the Town's staff and consultants to submit a revised application for formation of the District, providing the missing documentation and correcting non-compliant elements of the application . A list of the missing documentation and non-compliant elements of the application is provided on the following pages . We will be happy to meet with you and your client to review these items or address any other concerns you might have. We look forward to continuing to work with you on the formation of the District. Sincerely, TOWN OF MARANA 11555 WEST CIVIC CENTER DRIVE I MARANA , ARIZONA 85653 I (520) 382 -1900 I FAX (520) 382-1901 I MaranaAZ .gov Town Staff Review Comments on October 1, 2019 TMR Application to Establish The Villages of Tortolita Community Facilities District Page 1 Section 2.2 of the Town's CFD Policy-Petition in Favor of Formation • The petition in favor of formation (Exhibit B to the application) is on the wrong form. Michael Cafiso will send you the correct form by email. • To avoid elections by taking advantage of the exception in A.R.S. § 48-707(F), the petition needs to be signed by all of the owners of the land, including any parties with equitable interests-in this case, lienholders. According to the title reports submitted with the application, the following lienholders will need to sign either the petition itself or a consent to formation of the District: o TMR Funding, LLC o TMR Mezzanine Funding, LLC o Lund Investment Partnership Ill o FNBN-RESCON I LLC • The general plan attached as Exhibit B to the petition does not include all of the information required by A.R.S. § 48-702(D) (3), which provides that the general plan shall include "a general description of the public infrastructure for which the district is proposed to be formed, the general areas to be improved and the estimated costs of construction or acquisition of the public infrastructure to be financed, constructed or acquired by the district." To comply with the statute, the lists of infrastructure types and estimated costs found on pages 9-12 of the application should be copied into and be made part of the general plan. • The petition includes a map of the proposed District, but not a legal description. Exhibit F to the application includes legal descriptions and maps, but the legal descriptions are not identical to those found in the title reports, and the depictions in Exhibit F do not clearly show the boundaries of the District and do not tie to the legal descriptions. For clarity, Town staff requests the use of the same set of legal descriptions and property depictions for all documents associated with the District. Town staff recommends the use of the legal descriptions in exactly the form attached to the title reports as the formal legal description of the District, and recommends creation of a clean map depiction, fully readable in black and white, that ties to the legal description in the title reports. The title report for the District Town Staff Review Comments on October 1, 2019 TMR Application to Establish The Villages of Tortolita Community Facilities District Page2 property located in Pima County lists "Parcel No. 1" through "Parcel No. 17," and the title report for the District property located in Pinal County lists "Parcel No. 1" and "Parcel No.2." We request that the map depiction identify these same parcels, perhaps using separate depictions for the parcels located in Pima County versus those located in Pinal County, or perhaps using one depiction but adding "Pima" to the parcels in Pima County and "Pinal" to the parcels in Pinal County. For the sake of clarity and consistency, Town staff requests that these identical legal descriptions and depictions be used in all documents and supporting materials where the description of the District is identified. Section 2.3 of the Town's CFD Policy-Applicant Information • Please confirm that Mike Zipprich will be the Applicant's primary contact, and provide his email address (see Section 2.3, paragraph b). • Please provide the information required by Section 2.3, paragraph e: "Evidence demonstrating the Applicant's ability and capacity (including financial statements and supporting information) to undertake the proposed public infrastructure and private development." (Emphasis added.) The statements on page 5 of the application, suggesting that financial information will be provided "in conjunction with the first bond issuance" and indicating that "the Applicant has invested approximately $64 million in the Project" do not comply with the Policy. Financial statements and supporting information are required. Section 2.4 of the Town's CFD Policy-Board Member Information • Provide information confirming that the proposed independent Board members do not fail any of the tests in A.R.S. § 48-711 (E) ("An appointed director shall not be a landowner owning more than forty acres in the district, an elected official of the municipality or county or an employee or agent of the landowner or municipality or county ... "). • For each of the proposed Board members please provide: o Email addresses o Additional information on background/qualifications o Written acknowledgement of statutory obligations Town Staff Review Comments on October 1, 2019 TMR Application to Establish The Villages of Tortolita Community Facilities District Page3 o Written/notarized hold harmless • Michael Cafiso will send you by email an instrument for each of the proposed Board members to sign, to comply with these requirements. Town staff will not recommend forming a District naming proposed Board members who have not provided the required information and indicated in writing their understanding of their obligations and their consent to be included as Board members of the District. Section 2.5 of the Town's CFD Policy-Proposed CFD • Provide justification for "appropriateness" of the proposed District boundaries in light of the non-contiguity of its boundaries. Specifically, please explain how "Tortolita Island" (described and depicted on pages 31-32 of the exhibits) benefits from the District. Section 2.6 of the Town's CFD Policy-Project Description and Proposed Improvements • Please provide a narrative description/explanation for the infrastructure listed on pages 9-12 of the application. • Please address what is included in the listed infrastructure. o Does the construction cost for a treatment plant include recharge facilities? o Are the professional services costs associated with a 208 amendment (required for the new treatment plant) shown in the estimated cost tables? o Will annual operating and maintenance costs for the new treatment plant and associated infrastructure be funded with the District's operations and maintenance tax? • Northwest Fire District is listed as the fire provider. However, the District has not yet been annexed into Northwest Fire District. Please include a statement in the application stating that the applicant will submit an application for annexation into a fire district before any bonds are issued by the District. • The Town does not provide trash service. Please make necessary corrections to the application. (See the table on page 14 of the application.) • The phasing summary in the table on page 15 of the application does not match the phasing shown in Exhibit M. Please clarify/correct any existing inconsistencies. Town Staff Review Comments on October 1, 2019 TMR Application to Establish The Villages of Tortolita Community Facilities District Page 4 Section 2.7 of the Town's CFD Policy-Financing Plan • The "Reimbursement Mechanism" discussed in "General" subparagraphs (vi)-(viii) (page 16 of the application) requires separate legislative action by the Town and is subject to limitations imposed on municipalities that will make it nearly impossible to achieve 1 00% fair-share reimbursement by other benefiting property owners. These paragraphs should be revised to reflect that the Town will use its best efforts, subject to separate discretionary legislative action, to require other benefiting property owners to pay their pro-rata share of the costs of regional Public Infrastructure. • The description of the credits against development impact fees available under A.R.S. § 9-463.05 (subparagraph (ix) on page 16 of the application) is an overbroad paraphrase of the statute; in particular, A.R.S. § 9-463.05(B), subparagraphs (7)(c), ( 1 0), and ( 14). We request that the text be revised to something like: "Pursuant to A.R.S. §9-463.05, the Applicant will be entitled to receive development impact fee credits or reimbursement for dedication of public sites, improvements and other necessary public services or facility expansions included in the infrastructure improvements plan and for which a development fee is assessed, to the extent the public sites, improvements and necessary public services or facility expansions are provided by the developer." • Special Assessment Bonds subparagraph (ii) (page 17 of the application) is not in compliance with section 4.6 of the CFD Policy in several respects, including: o There are no exceptions or alternatives to the 6 to 1 and 4 to 1 value to debt ratios as described in section 4.6. o Section 4.6 does not allow a second series of special assessment bonds on the same property. • Special Assessment Bond subparagraph (iii) (page 17 of the application) requires revision and clarification: o Pre-payments will follow the CFD Policy and include the normal processes required by the Town, to include among other expenses, delinquent installments, delinquency management fees (if applicable) and Town Administrative fees, which should include bond call processing costs, release of lien fees, and staff & consultant time spent preparing the prepayment. Town Staff Review Comments on October 1, 2019 TMR Application to Establish The Villages of Tortolita Community Facilities District PageS o Need to take into account time for notice and processing requirements. • General Obligation Bonds subparagraph (i) (page 18 of the application): The Town will review the suggested amount of $30 million to determine if it is adequate for the Town's future needs. Section 2.8 of the Town's CFD Policy-Financial Feasibility Study • Several items required by the CFD Policy are missing. Please review this section of the policy and provide all required elements including: o financial feasibility study that includes all requested elements-complete time period, entire project, both public and private infrastructure, financing plan for private infrastructure, etc. o market absorption study prepared by independent consultant o amounts and timing of equity contributions • A comment is made on Page 20 that SAs are comparable to other in Pinal and Pima County. Please provide more detailed information on this comment for the presentation to Council. Section 2.9 of the Town's CFD Policy-Insurance • Please provide a detailed layman's explanation of the proposed coverage. • The anticipated cost of the proposed insurance is not clear. • The documents do not appear to provide general liability or securities coverage for the proposed additional Board members. Please explain. Section 2.10 of the Town's CFD Policy-Indemnification • The CFD Policy requires, in pertinent part, as follows: "The Completed Application shall include financial statements and other supporting information for the entity providing the indemnification and shall provide appropriate collateral to cover the indemnity." This information has not been provided in the application. Section 2.11 of the Town's CFD Policy-Other Information • Please provide a proposed marketing plan as required by the policy. Town Staff Review Comments on October 1, 2019 TMR Application to Establish The Villages of Tortolita Community Facilities District Page 6 • Please update/amend the required homebuyer disclosure sample form to include all elements required by the policy; for example the sample form is missing information on the assessment and other financial burdens of the CFD. • The current description of the signing and record-keeping processes do not include a requirement that a copy of the signed homebuyer disclosure will be filed with the Town within 30 days of sale. Please review this section and ensure all elements required by the policy are included. • The proposed development agreement will need to be consented to by lienholders. Additional comments and considerations • One of proposed additional Board member Dan Post's sons is the Vice Mayor of the Town of Marana, and another of his sons is the Applicant's attorney. Please provide an analysis and determination of the potential effect of these close family relationships on proposed additional Board member Dan Post's ability to participate in voting on matters as a Board member and on Vice Mayor Jon Post's ability to participate in voting on District matters as a Marana Town Council member. CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 1 - TOWN OF MARANA, ARIZONA POLICY GUIDELINES AND APPLICATION PROCEDURES FOR THE ESTABLISHMENT OF COMMUNITY FACILITIES DISTRICTS* In order to secure for the Town of Marana, Arizona (the “Town”) the benefits of the Community Facilities Act† (the “Act”) and to promote the best interests of the Town, the following CFD Policy Guidelines and Application Procedures (these “CFD Policy Guidelines”) have been adopted by the Town Council. A community facilities district (“CFD”) provides a funding mechanism to finance construction, operation, and maintenance of public infrastructure within the boundaries of the CFD, and to better enable the Town to provide municipal services within the boundaries of the CFD. The Town Council recognizes the ability of the CFD to permit the construction of infrastructure that might otherwise not be constructed. For these reasons, the Town Council has established these CFD Policy Guidelines. Considering that the establishment of a CFD is the legal equivalent of the establishment of an entirely new municipal entity within the boundaries of the Town, the Town Council believes that the formation of the CFD should be entered into carefully, to ensure its lasting success. ARTICLE 1. GENERAL POLICIES 1.1. CFDs should be utilized primarily in connection with the financing of major infrastructure for development of residential projects, master planned communities or projects which include resort hotels or substantial commercial development. 1.2. Priority should be given to CFDs that provide an enhanced level of public infrastructure amenities and/or municipal services. CFD financing will not be provided for public infrastructure improvements which are normally expected as part of a development. Public improvements financed by a CFD should be in conformance with the Town’s General Plan in order to encourage orderly growth and development. 1.3. All costs incurred by the Town and the CFD in connection with the CFD application, formation, and administration, and all operation expenses appurtenant to the CFD, will be paid by the developer/landowner (the “Applicant”) through advance payments as provided in these CFD Policy Guidelines. Payment shall include payment for services rendered by Town and CFD staff as well as services rendered by outside consultants who may be retained by the Town or the CFD, including but not limited to bond counsel, financial advisors, engineers, and appraisers. If the Town or CFD uses outside consultants as “staff,” such as attorneys or engineers, those consultants will also be paid their customary rate for services. If authorized by the CFD Board, exercising its sole discretion, all or part of such costs may be paid by a CFD tax levy or reimbursed to the Applicant from a CFD tax levy, CFD assessment, CFD revenues, or CFD bond proceeds, so long as such reimbursement is in conformance with federal law, state law, and these CFD Policy Guidelines. * Adopted by Marana Resolution No. 97-42 (5/21/1997); amended by Marana Resolution No. 2004-161 (11/5/04), Marana Resolution No. 2019-034 (06/04/2019), and Marana Resolution No. 2019-074 (08/06/2019). † Arizona Revised Statutes section (A.R.S. §) 48-701 et. seq., as amended. CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 2 - 1.4. The Town will encourage an area to be governed by as few CFDs as possible, and a preference will be given to one master CFD. These CFD Policy Guidelines are adopted to provide ease of administration and the largest tax/revenue base possible. The decision to form a CFD shall be a decision of the Town Council exercised in its sole and absolute discretion. 1.5. Unless otherwise agreed to by the Town, a CFD formed after 2018 will be governed by a board of directors comprised of the members of the Town Council, ex officio, with two additional members designated by the owner of the largest amount of privately-owned acreage in the proposed district and who are appointed by Town Council. The day-to-day responsibilities of the CFD will be performed by Town staff or, pursuant to a contract, by outside personnel. At the sole option of the CFD Board, advisory committees may be utilized. 1.6. Unless otherwise agreed to by the Town, the CFD must be self-supporting from the standpoints of financing, operations, and maintenance. No Town funds will be used for CFD purposes. Notwithstanding anything contained in these CFD Policy Guidelines, neither the property, the full faith and credit, nor the taxing power of the Town shall be pledged to the payment of any CFD obligation or indebtedness. 1.7. The CFD Board will determine, in its sole and absolute discretion, the amount, timing, and form of financing to be used by a CFD after review of the project feasibility report, Member Appraisal Institute (“MAI”) property appraisals (utilizing the appropriate appraisal methodology) acceptable to the CFD Board, and other required pertinent information. 1.8. A key tenet of these CFD Policy Guidelines is the financial protection of homeowners within a CFD. As such, these CFD Policy Guidelines include provisions that attempt to protect homeowners from financial liability in excess of targeted tax rates and assessments. Similarly, these CFD Policy Guidelines include provisions designed to meet all financial obligations and/or legal exposures of the CFD. 1.9. The CFD will construct all public improvements utilizing public bidding procedures in accordance with applicable laws, rules, and regulations and as would be applied by the Town in a construction project for the Town. In general, this requires compliance with Arizona Revised Statutes Title 34 and the Town of Marana Procurement Code (Town Code Chapter 3-4). 1.10. The CFD will not use bond proceeds or other CFD funds to purchase public rights -of-way or other real property to be used for public infrastructure improvements, if such real property would be required to be dedicated and conveyed to the Town by the Applicant upon development of its property. 1.11. CFD bond proceeds will not be used for public infrastructure improvements which are included in an infrastructure improvements plan adopted in support of a development impact fee. 1.12. The Town retains the right to select all consultants necessary for the evaluation of any application and the proceedings for the formation of a CFD and the issuance of CFD bonds. This includes but is not limited to any special tax consultant, bond counsel, underwriter, appraiser, engineer, or any other consultant deemed necessary by the Town or the CFD Board. 1.13. These CFD Policy Guidelines may be modified from time to time by the Town. Any applicant will be given the opportunity to propose alternative approaches to those provided herein, with the understanding that concerns of the Town must be adequately addressed before the staff of the Town will recommend approval of a CFD by the Town Council. CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 3 - ARTICLE 2. CONTENT OF APPLICATION 2.1. Completed Application. Pursuant to A.R.S. § 48-702(B), the Applicant shall submit a completed application for the formation of a CFD (the “Completed Application”) to the Town’s Finance Department before the Town will consider forming a CFD. The Completed Application shall, at a minimum, contain the information set forth below and must be organized in the manner described in this Article. 2.2. Petition in Favor of Formation. The Completed Application shall include a petition signed by the owners of at least 25% of the land area proposed to be included in the CFD. The petition must include a list of all parcels in the proposed CFD along with the parcel number, owner names, situs address and lot size (parcel square footage or acreage) for each individual parcel. 2.3. Applicant Information. The Completed Application shall include: a. A description of the Applicant, including its corporate and organizational structure, and the names of all officers and corporate directors of the Applicant. b. The name, address, telephone number, and email address of the Applicant’s primary contact. c. The names, addresses, telephone numbers, and email addresses of any legal representatives, engineers, architects, financial consultants or other consultants of the Applicant or significantly involved in the application. d. A general description of the Applicant’s experience with similar types of developments. e. Evidence demonstrating the Applicant’s ability and capacity (including financial statements and supporting information) to undertake the proposed public infrastructure and private development. 2.4. Board Member Information. The Completed Application shall describe the process for the designation of two additional CFD Board members, including the following: a. Provide the names, addresses, telephone numbers, email addresses, backgrounds, qualifications, and other relevant information of the two proposed additional CFD Board members to be designated by the owner of the largest amount of privately owned acreage in the proposed CFD. b. State the process for the designation of the two additional CFD Board members on completion of the development of all property in the CFD. c. Provide documentation evidencing each proposed CFD Board member’s acknowledgment of his or her obligation to comply with Arizona Revised Statutes Title 38 (“Public Officers and Employees”), Chapter 3 (“Conduct of Office”), Articles 3.1 (“Public Meetings and Proceedings”) and 8 (“Conflict of Interest of Officers and Employees”). d. Provide unqualified hold harmless and indemnity guarantees to the Town, the CFD, and officers, agents and employees of the Town and the CFD for the actions and conduct of each proposed CFD Board member. 2.5. Proposed CFD. The Completed Application shall include: a. A description of how the proposed CFD meets the existing development objectives of the Town, including the degree to which the CFD is consistent with the goals of the Town’s CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 4 - General Plan for promoting orderly development, consistent with growth management policies and zoning requirements and the degree to which the land use plan for the CFD is consistent with the Town’s General Plan Map for the area. b. A general description of the proposed CFD with an analysis of the appropriateness of the CFD boundaries. c. A legal description of the proposed CFD boundaries with an accompanying depiction. d. A current title report showing the names and addresses of persons with any interest in the land within the proposed CFD boundaries. e. A certificate from the respective county elections department(s) showing the names and addresses of all qualified electors in the proposed CFD boundaries. 2.6. Project Description and Proposed Improvements. The Completed Application shall include: a. A general plan setting out a detailed description of the types of public infrastructure to be financed by the CFD, including the estimated construction or acquisition costs of the public infrastructure and the annual operation and maintenance costs of the public infrastructure and the governmental approvals that will be required for both the public and private improvements to be constructed and operated within the proposed CFD. b. A proposed project schedule for commencement and completion of the public infrastructure and the private development within the proposed CFD. 2.7. Financing Plan. The Completed Application shall include a detailed description of the financing plan that includes the sources and uses of monies to be used to cover the capital, operating, and maintenance costs for the public infrastructure within the proposed CFD, including the proposed types and amounts of tax-exempt/taxable bonds requested to be considered for the public improvements. 2.8. Financial Feasibility Study. The Completed Application shall include a financial feasibility study, covering the period of time until the last proposed bond of the CFD will be paid, for the entire project being developed on the property in the proposed CFD, including both the public infrastructure and the private development. The financial feasibility study shall include: a. An analysis of how the proposed debt financing, operation and maintenance costs, user charges and other CFD costs will be allocated and what will be the impact to the ultimate end users of the property, specifically projected property taxes and property ta x rates, special assessments, fees, charges and any other costs that would be borne by property in the CFD. The analysis shall also address the impact these costs will have on the marketability of the private development and a comparison of proposed tax rates or charges within the proposed CFD contrasted with the tax rates and charges within the proposed CFD contrasted to the tax rates and changes in adjoining and similar areas outside of the proposed CFD. b. A financing plan for the private development in the CFD. c. A market absorption study for the private development in the CFD, prepared by an independent consultant acceptable to the Town, which shall include estimates of the CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 5 - revenue to be generated by the development, an estimate of the ability of the market to absorb the development, and a market absorption calendar for the development. d. A value-to-lien ratio analysis based on the requirements of these CFD Policy Guidelines. The value portion of the analysis shall be the estimated value of the property within the CFD determined per subparagraph 4.6.g.iii below. The lien portion of the analysis shall be the sum of the principal amount of any outstanding CFD public financing and the proposed public financing. e. A description and estimated amounts of the proposed equity contribution from the Applicant and a calendar showing the timing of such equity contribution. 2.9. Insurance. The Completed Application shall provide an explanation of how insurance coverage shall be provided by the Applicant and how assurances will be provided that premiums and deductibles will be paid in the future. The Applicant is responsible for the cost of insurance to cover all actions and activities taken by the Board of Directors and officers of the CFD relating to the CFD formation, financing, administrative actions or other related activities of the types, in amounts and with deductibles determined by the Risk Manager of the Town. Insurance must include “per occurrence coverage” including a “securities” rider if bonds are to be sold. 2.10. Indemnification. The Completed Application shall indicate how indemnification as required by the Development Agreement will be provided by the Applicant to the Town and the CFD and their agents, officers, and employees for, from, and against any and all liabilities, claims, costs and expenses, including attorneys’ fees, incurred in any challenge or proceeding to the formation, operation, administration of the CFD, the offer and sale of CFD bonds, the levying by the CFD of any tax, assessment or charge and the operation and maintenance of public infrastructure financed or owned by the CFD. The Completed Application shall include financial statements and other supporting information for the entity providing the indemnification and shall provide appropriate collateral to cover the indemnity. 2.11. Other Information. The Completed Application shall include: a. A detailed description of the proposed marketing plan to be used by the Applicant and/or home builders to market property within the CFD. This information may include, but is not limited to, descriptions and cost estimates of public infrastructure improvements to be financed by the CFD and a comparison of the proposed CFD to similar CFDs in the area. b. A homebuyer disclosure form with a signed acknowledgement of receipt by the initial homebuyer of each lot in the CFD, in which the Applicant or home builder explains to prospective CFD landowners all of the following: i. The existence of the CFD. ii. The purposes for which the CFD was formed. iii. The CFD’s expected and possible secondary property tax rate. iv. The estimated annual secondary tax amount based on applying the CFD’s expected and possible secondary property tax rate to a representative residential property value. v. Assessment and other financial burdens of the CFD. CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 6 - c. The Applicant’s description of the signing and record-keeping processes to be used for retaining all signed homebuyer disclosure forms, which shall include a requirement that the Applicant or home builder shall file with the Town a copy of each signed homebuyer disclosure form within 30 days of sale. d. An operating plan for the CFD, explaining what functions the CFD will provide and how the operation and maintenance of the infrastructure and all other services in the CFD will be provided. e. The District Development and Financing Participation Agreement between the Town and the Applicant (the “Development Agreement”) in substantially final form, including all terms and provisions to be approved by the Town if formation of a CFD is approved. The Development Agreement must include matters required by the Act, including without limitation the subdivision public report requirements at A.R.S. § 48-708 (D), and must have been fully negotiated by the Applicant and Town staff, with agreement by both parties. ARTICLE 3. APPLICATION PROCEDURES 3.1. The original and one electronic copy of the application for the formation of a CFD shall be submitted to the Finance Director of the Town who will coordinate an interdepartmental analysis of each application. 3.2. At the time of submission of the application, the applicant shall pay an application fee of $15,000.00. 3.3. Prior to submission of a Completed Application, and at the request of a potential Applicant, the Finance Director may arrange a pre-application conference with the potential Applicant, appropriate Town staff, and outside professionals and consultants, for the purpose of discussing the possible submission of a Completed Application for conformity with these CFD Policy Guidelines. 3.4. The Applicant shall provide any and all supplemental information requested by Town staff at or following the pre-application conference or any other time during the application process. 3.5. The review, analysis and consideration of a Completed Application will include: a. A comprehensive review of the completed application to determine whether the completed application is consistent with these CFD Policy Guidelines, identification of miss ing or incomplete information and identification and discussion of any concerns with the Applicant. This will include, but will not be limited to, examining the project feasibility, analysis of land ownership interests, financing analyses, risk analysis an d evaluation of community benefits. b. Under the direction of the Finance Director, a report may be prepared including recommendations related to the proposed CFD and an analysis of the impact of the formation of the proposed CFD and its effects on the Town. The report may recommend that additional requirements be placed on the Applicant, on any related developer, landowner, or builder, and/or on the proposed CFD itself. This review will include the preliminary approval of the form, terms and provisions of the “substantially complete” Development and Financing Participation Agreement necessary for formation of a CFD. 3.6. Within 60 days after the Applicant’s submission of a Completed Application, the Town Council shall hold a public hearing to consider the Completed Application. A resolution CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 7 - declaring the intent to form a CFD may be considered by Town Council immediately following the public hearing. If the Town Council does not adopt the resolution, it will provide a written basis for not adopting the resolution and shall identify the specific changes needed for the completed application to be approved. 3.7. If an application includes a petition for formation signed by owners of all of the land in the proposed CFD and meets all the requirements of Article 2 in form satisfactory to the Town, the Town may declare the CFD formed without posting, publication, mailing, notice and public hearings or landowner election. Otherwise, the alternative provisions of the Act must be followed. 3.8. If the Town Council approves the formation of a CFD, any existing agreements with the Applicant for the provision of infrastructure proposed to be furnished by the CFD will be deemed amended to reflect the agreements and conditions pertaining to the CFD. The amendments will reflect that such infrastructure improvements will be provided (including by acquisition) by either the Applicant or the CFD. 3.9. If the Town Council approves an application for formation of a CFD, the Applicant and Town staff shall coordinate a schedule of events for formation of the CFD and shall finalize negotiation of the Development Agreement, which shall be entered into prior to or concurrently with formation of the CFD and which shall incorporate the requirements of any report or recommendations of Town staff relating to the CFD, the requirements of these CFD Policy Guidelines, and any other restrictions and provisions required by the Town. ARTICLE 4. CFD OPERATIONS AND DEBT FINANCING 4.1. The Applicant shall be obligated to pay costs and expenses incurred in connection with the formation, review of any feasibility study, election costs, administration, operation, and maintenance of the CFD or its public improvements. a. Upon formation of a CFD the Applicant shall deposit with the Town’s Finance Department a non-refundable administrative expense fee in the amount of $50,000. The administrative expense fee shall be applied by the Town to the costs and expenses incurred in connection with the formation, review of any feasibility study, election costs, administration, operation, and maintenance of the CFD or its public improvements. From time to time, upon depletion of the administrative expense fee, the Town may request, and the Applicant shall promptly deposit, additional $25,000 deposits to be applied to the purposes contemplated in this Section 4.1. b. An ad valorem tax of $.30 per $100 of assessed valuation for all real and personal property in the CFD shall be assessed pursuant to A.R.S. § 48-723 to cover administrative, operation, and maintenance expenses incurred by the CFD and by the Town for the benefit of the CFD. CFD administration, operation, and maintenance costs will be paid first from the proceeds of this ad valorem tax, and then from the Applicant’s deposit referenced in subsection 4.1.a above. c. The Applicant shall provide $100,000 in the form of a cash contribution, letter of credit, or other acceptable form of security, which shall be bankruptcy proof, as required by the CFD Board, to secure the Applicant’s obligation to pay costs and expenses incurred in connection with administration, operation, and maintenance of the CFD or its public improvements. CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 8 - d. The security required under subsections 4.1.a and 4.1.c above shall remain in full force and effect until the assessed value of real property in the CFD generates at least $100,000 per year ad valorem taxes from the $.30 per $100 of assessed valuation assessed pursuant to A.R.S. § 48-723 for a period of three consecutive years or until the CFD is dissolved pursuant to A.R.S. § 48-724. e. The Applicant remains obligated to pay costs and expenses incurred in connection with the CFD notwithstanding any release of security. 4.2. In connection with any request for debt financing, the Applicant shall provide a current appraisal of the fair cash market value of the property within the proposed CFD which is to be taxed or assessed, prepared by a person who is designated as a Member Appraisal Institute (“MAI”) and a certified general real estate appraiser (such person hereafter referred to as an “MAI Appraiser”), such appraisal to be in form and substance acceptable to the Town, in its sole discretion. 4.3. The amount of CFD debt shall not have any substantial direct or indirect negative impacts on the debt or financing capabilities of the Town, and the CFD debt shall not impose an unreasonable financial burden on future CFD residents. 4.4. General obligation bonds of the CFD are secured by an ad valorem tax on all taxable property located within the CFD. An Applicant seeking the issuance of CFD general obligation bonds shall describe in each project feasibility report the following: a. The current direct and overlapping tax and assessment burden on the taxable property that is proposed to be taxed and the full cash value and assessed valuation of the taxable property as shown on the most recent assessment roll. b. The amount and timing of CFD general obligation bonds to be issued. c. The expected market absorption of development within the CFD. d. The effect of the CFD bond issuance on CFD tax rates, calculated as of the beginning, midway through, and at the end of the market absorption period, or based on the phasing of the project to be financed, as applicable. e. Estimated savings, if any, to residents in the form of reduced home sales prices which are projected to result from CFD financing. f. The proposed total tax rate of the CFD. i. If the pre-established debt service target tax rate is not sufficient to pay the entire debt service in respect of outstanding general obligation bonds when due at the time of issuance thereof, the Applicant will be required to contribute an amount annually sufficient to pay the difference between the revenues produced by the pre-established target tax rate and the actual CFD debt service coming due in that fiscal year. ii. To secure the Applicant’s payment of the contribution described in the preceding subparagraph, the Applicant shall provide security in the form of a cash contribution, letter of credit, or other acceptable form of security, which shall be bankruptcy proof, as required by the CFD Board, such that the total amount of all such security is equal to the larger of (i) three times the difference between Cumulative Maximum Annual Debt Service (“CMADS”) and the estimated taxes to be collected in the year CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 9 - immediately following the year of bond issuance or (ii) one times CMADS. Any security provided by the Applicant and held by the CFD for prior bond sales will be taken into account for the purpose of determining the amount of security required for each subsequent bond issuance. CMADS is the maximum annual debt service with respect to all series of bonds outstanding, including, on the date of issuance of a series of bonds, the series of bonds then being issued. All of the foregoing items need to be described in detail. A cash flow schedule illustrating the security amount and the time period required to cover such shortfall will be required to be submitted by the Applicant prior to the issuance of general obligation bonds. The security shall remain in full force and effect until all of the bonds are paid off or the assessed value of real property in the CFD generates ad valorem taxes at the pre-established CFD target tax rate sufficient to pay CMADS for a period of three consecutive tax years beginning the year immediately following the final bond issuance. g. Whether the bonds will be publicly offered or privately placed. Publicly offered bonds must be rated in one of the four highest investment grade ratings from Standard & Poor ’s Corporation, Moody’s Investors Services, Inc., or another nationally recognized bond rating service. Privately placed bonds need not be rated; however, the purchasers of such general obligation bonds must be “qualified institutional buyers” (as that term is defined in Rule 144A of the Securities Exchange Commission) and must agree not to resell the bonds except to “qualified institutional buyers” in a private placement; provided, however, that a purchaser of general obligation bonds in a private placement may sell the bonds in a public offering if the CFD board approves the public sale and the bonds have an investment grade rating. 4.5. Revenue bonds shall be payable from a CFD revenue source. An Applicant seeking the issuance of CFD revenue bonds must describe in each project feasibility report, the following: a. The current direct and overlapping tax and assessment burdens on the taxable property within the CFD and the full cash value and assessed valuation of that taxable property as shown on the most recent assessment roll. b. The revenue source from which bonds will be payable. The Town reserves the right to require the applicant to produce such independently prepared feasibility studies or reports as it deems necessary to confirm the amount and availability of revenues. c. The expected market absorption of development within the CFD. d. The amount and timing of CFD revenue bonds to be issued. e. The financial impact of the proposed issue(s) on prospective residents. f. Whether the bonds will be publicly offered or privately placed. Publicly offered revenue bonds must be rated in one of the four highest investment grade ratings from Standard & Poor’s Corporation, Moody’s Investors Service, Inc., or another nationally recognized bond rating service. Privately place bonds need not be rated; however, the purchasers of such revenue bonds must be “qualified institutional buyers” and must agree not to sell the bonds except to “qualified institutional buyers” in a private placement; provided, however, that a purchaser of a revenue bond in a private placement may sell the bonds in a public offering if the CFD board approves the public sale and the bonds have an investment grade rating. CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 10 - 4.6. Assessment bonds shall be secured by first lien (subject only to the lien for general taxes and prior special assessments) on the property benefited. An Applicant seeking the issuance of CFD assessment bonds shall describe in the application and in each project feasibility report, the following: a. The current direct and overlapping tax and assessment burdens on real property to comprise the CFD and the full cash value and assessed valuation of that property as shown on the most recent assessment roll. b. The amount and timing of CFD assessment bonds to be issued. c. The expected market absorption of development within the CFD. d. The assessment burden to be placed on prospective residents. e. Whether the assessments will be paid upon the sale of lots by the Applicant or will remain on the property after sale. f. If assessed parcels of land are expected to be subdivided, the process by which the assessments will be allocated to the subdivided land. g. Whether the assessment bonds will be publicly offered or privately placed. i. Publicly offered assessment bonds must be rated in one of the four highest investment grade ratings from Standard & Poor’s Corporation, Moody’s Investors Service, Inc., or another nationally recognized bond rating service. Alternatively, in an unrated public offering, the Applicant shall provide an independent fee appraisal of the land to be encumbered, prepared by an MAI Appraiser and in form and substance acceptable to the CFD Board, in its sole discretion, evidencing 1) A land value to debt ratio of at least 4 to 1 prior to the issuance of debt for extraordinary public infrastructure requirements (as defined in subparagraph 5.5.b below). 2) A land value to debt ratio of at least 6 to 1 prior to the issuance of debt in all other circumstances. ii. Privately placed bonds need not be rated; however the purchasers of such assessment bonds must be “qualified institutional buyers” who must agree to hold the bonds for their own account or agree not to sell the bonds except to “qualified institutional buyers.” In connection with the sale of unrated privately placed assessment bonds, the Applicant shall provide an independent fee appraisal of the land to be encumbered, prepared by an MAI Appraiser and in form and substance acceptable to the CFD Board, in its sole discretion, indicating a land value to debt ratio of at least 4 to 1 as of a date prior to the issuance of debt. iii. The independent fee appraisal provided by the Applicant for an unrated public offering (subparagraph i above) or for privately placed bonds (subparagraph ii above) shall value the property as follows: 1) Where the bonds will be used to pay for extraordinary public infrastructure requirements (as defined in subparagraph 5.5.b below), the appraisal shall be based on the appraised value of the land to be encumbered including the value of constructed or expected to be constructed public improvements. The value of public CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 11 - improvements expected to be constructed will only be considered if adequate security (performance bond or similar) is in place to ensure that the assets are constructed. 2) In all other circumstances, the appraisal shall be based on the appraised value of the land to be encumbered at its bulk wholesale value prior to any private or public improvements being installed. 4.7. Notwithstanding the restrictions pertaining to public sales and private placements of the bonds set forth in this Article 4, the restrictions may be modified if other financing structures are presented which, in the sole discretion of the CFD Board, provide other means to address CFD concerns. ARTICLE 5. FINANCING CONSIDERATIONS 5.1. The Applicant shall provide at least $0.25 in infrastructure or community improvements for each $1.00 of debt to be issued by a CFD to finance public infrastructure purposes. If agreed to by the CFD, prior infrastructure and community improvements constructed or acquired by the Applicant and benefiting the property within the CFD may be included in calculating the Applicant’s compliance with this Section 5.1. 5.2. If allowed by law, all bond issues shall include a debt service reserve fund in an amount acceptable to the CFD Board. 5.3. Privately placed bonds shall have minimum authorized denominations of $100,000. 5.4. A general obligation bond authorization for a CFD shall expire no later than the earlier of the 15th anniversary of the first bond issuance or 75% of development lots. Under extenuating circumstances the CFD Board may, in its sole and absolute discretion, extend this period. 5.5. In further consideration of the types of debt obligations used to finance the acquisition or construction of eligible public infrastructure, the following shall guide CFD obligations: a. Routine Public Infrastructure Requirements. General obligation bonds shall be the preferred financing mechanism for CFDs with routine public infrastructure requirements. The pre-established debt service target tax rate shall be levied upon all CFD taxable property. b. Extraordinary Public Infrastructure Requirements. General obligation bonds and/or special assessment bonds may be used for any portion of extraordinary public infrastructure required for the CFD. Extraordinary public infrastructure requirements are those infrastructure elements not routinely required for a development project. Examples of extraordinary public infrastructure include but are not necessarily limited to transportation interchanges, water reclamation facilities, water treatment campuses, and similar regional public infrastructure improvements. The pre-established debt service target tax rate shall not be exceeded and shall be levied upon all CFD taxable property for any general obligation bonds, as applicable. Special assessment liens shall not exceed the value-to-lien ratio described in subparagraph 4.6.g above on a per lot basis. 5.6. The Applicant or a third party acceptable to the Town and the CFD Board shall indemnify the Town and the CFD and their agents and employees and shall hold the Town and the C FD and their agents and employees harmless for, from and against any and all liabilities, claims, costs and expenses, including attorneys’ fees, incurred in any challenge or proceeding to the CFD POLICY GUIDELINES & APPLICATION PROCEDURES TOWN OF MARANA, ARIZONA - 12 - formation, operation, administration of the CFD, the offer and sale of CFD bonds, the levying by the CFD of any tax, assessment or charge and the operation and maintenance of public infrastructure financed or owned by the CFD. 5.7. The Applicant shall obtain and pay the cost of a directors and officers (D&O) insurance policy to cover all actions and activities taken by the CFD Board and officers of the CFD relating to the CFD formation, financing, administrative actions and other related activities. The Applicant shall deposit the amount of any deductible under the D&O insurance policy in escrow with the CFD Board or shall provide security acceptable to the CFD Board for the amount of the deductible. The amount of the D&O coverage shall at all times equal or exceed $2,000,000 per occurrence and $2,000,000 aggregate. The CFD Board may increase the D&O coverage from time to time commensurate with increases in coverage obtained by the Town for its directors and officers. 5.8. Unless otherwise provided to the Town pursuant to other requirements, prior to CFD financing and acquisition by the CFD or Town, the CFD or Town will require an independent environmental report or assessment of any real property which will be dedicated to or otherwise owned, leased or operated by the Town or the CFD and a proposed form or indemnity agreement with respect to all environmental liability. Application for the Formation of Community Facilities District Marana, Arizona September 30, 2019 Submitted By: TMR Investors, LLC c/o TMR Management, LLC 7377 E Doubletree Road Suite #190 Scottsdale, AZ 85258 Phone: (480) 947-5900 Application for the formation of Prepared by: www.launch-dfa.com APPLICATION FOR THE FORMATION OF THE VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT MARANA, ARIZONA TABLE OF CONTENTS 1.0 INTRODUCTION/APPLICATION FEE ................................................................. 1 PROJECT AND DISTRICT OVERVIEW .................................................................... 1 APPLICATION FEES...................................................................................................... 2 2.0 APPLICATION........................................................................................................... 3 PETITION IN FAVOR OF FORMATION (SECTION 2.2 OF THE POLICY) ....... 3 APPLICANT INFORMATION (SECTION 2.3 OF THE POLICY) .......................... 3 BOARD MEMBER INFORMATION (SECTION 2.4 OF THE POLICY) ................ 5 PROPOSED CFD (SECTIONS 2.5 OF THE POLICY) ............................................... 6 PROJECT DESCRIPTION (SECTIONS 2.6 OF THE POLICY) ............................... 8 FINANCING PLAN (SECTIONS 2.7 OF THE POLICY) ......................................... 15 FINANCIAL FEASIBILITY STUDY (SECTIONS 2.8 OF THE POLICY) ............ 19 INSURANCE (SECTIONS 2.9 OF THE POLICY) .................................................... 23 INDEMNIFICATION (SECTIONS 2.10 OF THE POLICY) .................................... 24 OTHER INFORMATION (SECTIONS 2.11 OF THE POLICY) ............................. 24 APPLICATION FOR THE FORMATION OF THE VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT MARANA, ARIZONA LISTING OF EXHIBITS Exhibit A - Conceptual Master Plan Exhibit B - Petition in Favor of Formation / General Plan Exhibit C - Applicant Resumes Exhibit D - Land Owner Board Representatives Exhibit E - Location Map Exhibit F - District Map and Legal Description Exhibit G - Title Report Exhibit H - Qualified Elector's Reports Exhibit I - County Assessor's Reports Exhibit J - Cost Estimates Exhibit K - CFD Development Agreement Exhibit L - Development Agreement Exhibit M - Estimated Assessed Valuation Build-Up Exhibit N - Sources and Uses or Funds Exhibit O - Insurance Information Exhibit P - Disclosure Statements The Villages of Tortolita CFD Application 1 APPLICATION FOR THE FORMATION OF THE VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT MARANA, ARIZONA 1.0 INTRODUCTION/APPLICATION FEE This application (“Application”) for the Villages of Tortolita development project (“Project”) is being submitted by TMR Investors, LLC an Arizona limited liability company (the “Applicant”), to request the formation of a community facilities district (the “District” and/or “CFD”) pursuant to Arizona Revised Statute (“ARS”) 48-701 et seq. as amended (the “Act”), for the financing of certain Public Infrastructure (the “Public Infrastructure”) relating to the development of the Project, a master planned residential and commercial development located in the Town of Marana, Arizona (“Town”). Project and District Overview The Project is an approximate 1,780 acre master planned community located within the boundaries of the Town. Upon build-out the Project is estimated to include 6,500 single family, multifamily, mixed use units as well as commercial land uses. Given the fact that multiple parties own property comprising the Project area and given the fact that some of the land owners are not willing to participate in the CFD (e.g. Barnett, Kai, Wong and Holsclaw), the Applicant requests that only approximately 1,520 acres owned by the Applicant be contained within the boundaries of the proposed District, as illustrated below. Description Acres Residential Units (1)Acres Residential Units (1) Medium-Low Density Residential 422.68 1,214 257.60 740 Medium Density Residential 789.69 3,054 708.45 2,740 Medium-High Density Residential 62.96 452 62.96 404 Mixed Use 411.94 1,780 411.94 1,780 Industrial 93.17 - 78.87 - Total 1,780.44 6,500 1,519.82 5,664 Source: Applicant Footnote: (1) Unit counts are approximate and provided by the Applicant. Included in CFD Land Use Plan Community Facilities District The Villages of Tortolita Project Total The Villages of Tortolita CFD Application 2 The Project’s conceptual master use plan has been included in the Appendix to this Application as Exhibit A. The exhibit illustrates the land areas to be included within the District as well as those parcels that will be excluded from the District. Upon formation of the District, the land uses anticipated to be contained within the District’s boundaries are illustrated in the table below. Project Total Phase Village Acres Residential Units (1) MF Units (1)Acres Residential Units (1) MF Units (1)Acres Phase I Village IV 536.75 1,405 217 - - - 536.75 Phase II Village III 190.89 642 - 200.08 673 - 390.97 Phase III Village II 320.10 - 2,015 - - - 320.10 Phase IV Village I 393.21 1,385 - 46.24 163 - 439.45 Phase V Industrial 78.87 - - 14.30 - - 93.17 Total 1,519.82 3,432 2,232 260.62 836 - 1,780.44 Source: Applicant Footnote: (1) Unit counts are approximate and provided by the Applicant. Description Land Use To Be Included In District Community Facilities District The Villages of Tortolita Included in CFD Excluded From CFD Application Fees The Applicant has previously provided the town with the non-refundable $75,000 application fee in addition to an initial $25,000 deposit. As part of the resubmission of the Application, the Applicant requests that no additional fees be required. The Town acknowledges receipt of payment of an application fee for a CFD on the subject property The Villages of Tortolita CFD Application 3 pursuant to the Town’s community facilities district policy as it existed at the time the fee was paid. The Town agrees not to charge any additional fees for the Town’s consideration of the creation of the first CFD for the subject property, and TMR agrees not to seek a refund of fees already paid. The Applicant will pay for any additional costs incurred by the Town relating to the review of the Application and formation of the District that are in excess of the funds previously provided. The Applicant shall also pay any one-time costs associated with the issuance of the bonds that are incurred by the Town and not funded out of bond proceeds. To the extent the Applicant pays expenses related to the issuance of bonds, such expenditures shall be eligible for reimbursement through bond proceeds to the extent allowable by law. 2.0 APPLICATION The following information is arranged pursuant to the Town of Marana, Arizona Policy Guidelines and Application Procedures for the Establishment of Community Facilities Districts (the “CFD Policy”) adopted by the Town Council on June 4, 2019. As Section 2.1 of the CFD Policy relates to the submission of the CFD Application, it has been excluded this from the number system below which follows the order of the CFD Policy. Petition in favor of formation (Section 2.2 of the Policy) A petition in favor of creation of the CFD as well as the general plan is attached as Exhibit B. The petition includes a list of all the parcels in the proposed CFD along with the parcel number and owner names for each parcel. The petition is signed by all of the owners of and those having an interest in the land area proposed to be included in the CFD. The general plan includes a general description of the public infrastructure to be financed by the District. Applicant Information (Section 2.3 of the Policy) TMR Management, LLC, the manager of TMR Investors, LLC, its affiliates and predecessors also known as the Applicant, are a group of privately held real estate development and investment companies continuously active in the acquisition, development and management of a variety of real estate projects and business activities. The Applicant’s real estate holdings include residential developments and master-planned communities. The Applicant’s managing member is TMR Management, LLC. The managing members of the Applicant’s managing member are as follows: TMR Management, LLC TMR Management, LLC Inca Capital I, LLC Zipprich Group, LLC William Cleverly Michael Zipprich 7377 E Doubletree Road, Suite #190 7377 E Doubletree Road, Suite #190 Scottsdale, AZ 85258 Scottsdale, AZ 85258 Phone: (480) 947-5900 Phone: (480) 947-5900 Email: cleverly@incacapital.com Email: mzipprich@enrpi.com The Villages of Tortolita CFD Application 4 Resumes of the Applicant’s co-managing members as well as the primary contacts for the Applicant have been included as Exhibit C. Legal Representatives Engineer Post Law Firm United Engineering Group Del Post Scott Lenz 201 W. Main St, Suite 101 3205 W. Ray Road Missoula, MT 59802 Chandler, AZ 85226 Phone: (406) 926-3416 Phone: (480) 705-5372 Email: dpost@postlawmt.com Email: slenz@unitedeng.com Land Planner Financial Advisor Greey Pickett Launch Development Finance Advisors, LLC Wendell Pickett Carter Froelich, CPA 7144 E Stetson Drive, Suite 205 4900 N. Scottsdale Road, Suite 3000 Scottsdale, AZ 85251 Scottsdale, AZ 85251 Phone: (480) 609-0009 ext. 121 Phone: (480) 941-2800 Email: wpickett@GreeyPickett.com Email: carter@launch-dfa.com A sample listing of the Applicant’s managing member’s, co-managing member’s current and existing development projects are listed below. Anderson Parc – Comprises 59.24 acres and is located within the Watson Road Community Facilities District. It is located at the southeast corner of Yuma Road and Apache Road in the Town of Buckeye, AZ. At build out, the project is estimated to contain 242 single family residential lots that vary in size. The property is currently zoned Planned Residential and will begin development shortly. Apache Farms - Annexed, zoned, and preliminary platted 277 single family detached home-sites located in the Town of Buckeye, Arizona. Developed all water and wastewater solutions for Valencia Water Company and the Town of Buckeye. Served as key leaders and managers in the formation of the Watson Road Community Facilities District for wastewater service. Sold to Evergreen Development in the 3rd Quarter of 2004. Bell Pointe - Developed 405 single family detached home-sites located in Surprise, Arizona that the Applicant zoned, engineered, final platted and sold to KB Homes in the 1st Quarter of 2004. Jackrabbit Estates - Zoned, engineered and final platted 364 single family detached home-sites on approximately 140 acres located within Maricopa County, Arizona. Sold to Shea Homes in the 1st Quarter of 2005. McClellan Meadows - Engineered and final platted 323 single family detached home- sites located in Coolidge, Arizona. The land was eventually sold to Sunwest Homes in the 4th Quarter of 2005. Palomino Ranch – Developed 2,100 single family detached home-sites on approximately 640 acres in Pinal County, Arizona. The Applicant zoned, preliminary platted, and had The Villages of Tortolita CFD Application 5 engineering performed on the infrastructure before selling the project to Trend Homes in the 2nd Quarter of 2004. Rainbow Ranch - Annexed, zoned, and preliminary platted 606 single family detached home-sites located in Buckeye, Arizona. Served as key managers and leaders in the establishment of offsite water and wastewater solution groups to serve east Buckeye. Eventually, the land was sold to D.R. Horton Homes in the 4th Quarter of 2005. Walden Ranch - Assembled approximately 542 acres located in Maricopa County, Arizona, part of the City of Surprise Special Planning Area No. 5. Processed the Development’s Master Plan for approximately 1,500 home-sites through Maricopa County. Developed regional wastewater development plan with Maricopa County and the City of Surprise. The land was subsequently sold to Woodside Homes in the 2nd Quarter of 2005. Watson Estates – The parcel consists of 234.63 acres with an estimated 868 residential lots and is in Buckeye, AZ. The developer has entered into a contract with three homebuilders: Shea Homes Limited Partnership for 254 lots; Woodside Homes of Arizona, Inc. for 308 lots; and Morrison Homes, Inc. for 306 lots. Similar to Anderson Parc, Watson Estates is located within the Watson Road Community Facility District in Buckeye, AZ. The financing for the private development will be provided from Applicant equity, third party lending sources, and/or internal cash flow as required. Evidence of such funding will be provided to the Town and/or District representatives in conjunction with the first bond issuance as may be required. As of September 1, 2019 the Applicant has invested approximately $64 million in the Project to fund land acquisition, planning, entitlements and financing costs. Board member information (Section 2.4 of the Policy) Board Member Information - The names, addresses, telephone numbers, backgrounds and qualifications, and other relevant information for the two additional board members designated by the Applicant are provided as Exhibit D. On-going Land Owner board member appointment - Pursuant to the Act, on the expiration of the term of an additional appointed board member, or if a vacancy occurs because of death, resignation, or inability of either of the additional appointed members to discharge the duties of a board member, the Town will appoint a person designated by the largest land owner within the boundaries of the District to fill the position. It is the intention of the largest owner to appoint individuals to the district board who have professional experience in real estate development, finance law accounting engineering or the relevant management experience. At the sole discretion of the largest landowner consideration will be given to appointing a District resident to the District Board. Upon completion of development of the Project, as certified by the Applicant or its successor, the Town will appoint persons designated by the homeowners’ association for the Project to fill the positions. The Villages of Tortolita CFD Application 6 Conflicts of Interest Compliance - Each such additional district board member will be provided with the League of Arizona Cities & Towns publication entitled “You as A Public Official”, which describes each member’s obligation to comply with Title 38, Chapter 3, Articles 3.1 and 8, ARS, and will attend the training session provided by the Town (if any) for its appointed board and commission members. Each such member will sign an annual statement of understanding and agreement to comply with Title 38, Chapter 3, Articles 3.1 and 8, ARS. Hold Harmless - In addition, each additional board member will sign “hold harmless” guarantees for the Town, the CFD and officers, agent and employees thereof in the form provided by the Town. Proposed CFD (Sections 2.5 of the Policy) Town Development Objectives - Through the development of the Project, the Town will receive valuable Public Infrastructure (e.g. Adonis Road, Marana Road interchange improvements; the I-10 interchange, roadways, water improvements, sewer improvements, and parks) which will assure the Town that development will continue to occur in those areas designated in the Town’s General Plan. The Applicant believes that the proposed CFD structure is an important factor in the current plan to create a master-planned community that provides both required and enhanced Public Infrastructure for the ultimate use and enjoyment of retail homebuyers and other end-users within the Project. Formation of the District and utilization of the proposed financing structure will also result in the accelerated construction of the designated Public Infrastructure, including but not limited to roadway, water, sewer improvements, parks and other amenity improvements, as set forth in Section 2.6, while permitting the ultimate housing product to remain affordable to homebuyers. The Town will benefit from the formation of the District and use of the CFD financing through the accelerated construction of major Public Infrastructure and growth of the Town’s property tax base. Legal Description and Area Map - The District will include approximately 1,520 acres of land located on the east side of Interstate 10. The Project is bounded by the Interstate on the West, the CAP Canal on the East and is irregular in shape, encompassing land areas included in both Pima and Pinal Counties. A location map of the Project has been included in the Appendix to this Application as Exhibit E. A map of the Project, which comprises the property to be included within the boundaries of the District, and the respective legal description, have been included in the Appendix to this Application as Exhibit F. Landowner Interests - Contact information for the landowner (“Landowner”) of the property contained within the boundaries of the proposed District as evidenced by the title report included in this Application under Exhibit G are listed below. The Villages of Tortolita CFD Application 7 TMR Investors, LLC c/o TMR Management, LLC Inca Capital I, LLC William Cleverly, Managing Member Zipprich Group, LLC Michael Zipprich, Managing Member 7377 E Doubletree Road Suite #190 Scottsdale, AZ 85258 Phone: (480) 947-5900 The Landowner owns 100 percent of the real property to be contained within the District. The petition proposing the formation of the District will be signed by the Landowner of 100 percent of the land to be contained within the District. The Applicant will develop the infrastructure for the Project and obtain all governmental approvals necessary for both the public and private improvements to be constructed and comply with all public procurement requirements applicable to the acquisition and/or construction of eligible Public Infrastructure in accordance with ARS Title 34, and the Town’s public procurement ordinance and regulations. The Applicant will also submit to the District all necessary documentation required for reimbursement through the CFD. The following entities have placed liens and/or encumbrances on the Property as evidenced by the title report included in this Application under Exhibit G. All lienholders will consent to the formation of the District. TMR Funding, LLC ($5,000,000) c/o TMR Management, LLC Inca Capital I, LCC William Cleverly, Managing Member Zipprich Group, LLC Michael Zipprich, Managing Member 7377 E Doubletree Road Suite #190 Scottsdale, AZ 85258 Phone: (480) 947-5900 TMR Mezzanine Funding, LLC ($9,040,000) c/o TMR Management, LLC Inca Capital I, LLC William Cleverly, Managing Member Zipprich Group, LLC Michael Zipprich, Managing Member 7377 E Doubletree Road Suite #190 Scottsdale, AZ 85258 Phone: (480) 947-5900 Lund Investment Partnership III ($5,000,000) c/o First Republic Trust Company 1888 Century Park East, 2nd Floor Los Angeles, CA 90067 Qualified Electors and County Assessor’s Reports - There are no qualified electors within the proposed District boundaries. Qualified Electors Reports from both the Pima County Recorder’s Office and Pinal County Recorder’s office have been included as Exhibit H. Ownership Reports from both Pima and Pinal County Assessor’s Offices have been included as Exhibit I. The Villages of Tortolita CFD Application 8 Project Description (Sections 2.6 of the policy) The Project will be constructed in five (5) Villages. Development of the Project will begin in Village IV, the Project’s southernmost Village. Development will occur in Village IV due to the existing access to the Project provided by the Marana Road interchange as well as Adonis Road. As part of the development of the Project, the Applicant as agreed to improve the Marana Road interchange as well as Adonis Road. The estimated Project costs, development related to the development of Villages I through Village V are illustrated in the tables on the following pages. These schedules also indicate the Applicant’s estimation as to which bond type (general obligation or special assessment) will be utilized to finance the Public Infrastructure Project. To the extent that special assessment bonds are insufficient to finance the Public Infrastructure, general obligation bonds will be utilized to finance the shortfalls. Estimated Construction Costs -The table on the following page represents a summary description of the eligible Public Infrastructure identified as of the date of this Application. The cost estimates are in 2019 current dollars (uninflated) and will increase over time with inflation. Cost estimates may be found under Exhibit J to the Application. The Villages of Tortolita CFD Application 9 Estimated Estimated Total Eligible CFD Descriptions Costs Costs Fees, Engineering, and Other (1) $ 4,629,485 $ 4,483,301 Land Planning 378,995 - Removals & Abandonments (2) 280,456 216,569 Soils & Compaction Testing (3) 438,987 263,393 Grading (4) 3,793,418 2,276,051 Tortolita Blvd. Expansion (5) 291,610 291,610 Tortolita Parkway Expansion (5) 5,275,065 5,275,065 Internal Collector Roads (6) 2,998,553 2,998,553 Wastewater Treatment Plant (7) 35,100,000 30,585,600 Wet Utilities (6) 26,125,909 26,125,909 Concrete 470,799 470,799 Drainage Channels 3,197,637 3,197,637 Dry Utilities 1,406,614 - Street Lighting 533,409 533,409 Walls and Monuments (8) 584,736 314,025 Recreational Amenities (9) 10,867,689 10,867,689 Landscaping (10) 10,224,210 10,224,210 Signage and Striping 122,881 119,373 Clean Up 108,284 - Sales Tax (11) 4,868,912 4,626,248 Contingency 7,736,630 7,305,249 I-10 Interchange (12) 33,800,000 16,900,000 Offsite Roadway Improvements (Adonis Road) 1,350,000 1,147,500 Offsite Roadway Improvements (Marana Road TI) 4,500,000 3,825,000 Intract Improvements (13) 119,000,000 - Total Costs $ 278,084,279 $ 132,047,188 Estimated Number of Units 5,664 5,664 Estimated Cost Per Unit $ 49,097 $ 23,313 100%47% Source: Applicant (7) Assumes 1.95 MGD plant (6,500 units X 300 gpd) and an average cost of $18 per gallon. Only 5,664 units are assumed to be financed by the CFD. Plant to be constructed in phases over time. Summary of Estimated Public Infrastructure Costs Community Facilities District The Villages of Tortolita (5) Expansion costs include: paving, curb, gutter, median, and sidewalk. (12) Includes concrete, traffic signals landscaping, sidewalk, curb, gutter, clear and grub, pedestrian bridge railing, freeway bridge superstructure, freeway bridge substructure, railroad bridge superstructure and railroad bridge substructure. It is anticipated that the CFD will only fund its pro-rata share (50%) of the interchange. (10) Includes landscaping for Tortolita Parkway, Tortolita Boulevard, and collector roads. (11) Includes sales tax for all construction costs. Estimated eligible costs only includes the sales tax for eligible facilities. Footnotes: (1) Costs include: county health department fees, town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, a traffic study, soils report, and archeology discovery. Estimated eligible CFD costs include town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, and a traffic study. (2) Includes costs for well abandonment, and irrigation ditches for housing. (13) Assumes $21,000 per unit. (4) Includes costs for: clear and grub, importing, and excavation. Eligible CFD costs only include the grading costs associated with road construction excluding clear and grub. (9) Includes costs for: community parks, open spaces, recreational areas, and park amenities. (6) Includes costs for: water main pipes, valves, manholes, wastewater treatment, hydrants, two million gallon storage tank, 1000 GPM water well, and a lift station. (8) Includes the costs for: major entry monuments, minor entry monuments, and a railroad sound barrier wall. Estimated eligible CFD costs only include the railroad sound barrier wall. (3) Includes costs for all soils and compaction testing. Eligible CFD costs only include the testing associated with road construction. The Villages of Tortolita CFD Application 10 Estimated Estimated Total Eligible CFD Anticipated Timing Bond Descriptions Costs Costs Start Completion Type (1) PHASE I - VILLAGE IV Fees, Engineering, and Other (2)1,002,197$ 998,948$ Q2 2021 Q1 2022 GO Land Planning 54,142$ -$ Q2 2021 Q1 2022 - Soils & Compaction Testing (3)108,990$ 65,395$ Q2 2021 Q1 2022 GO Grading (4)1,013,542$ 608,125$ Q2 2021 Q1 2022 SA Tortolita Parkway Expansion (5)876,035$ 876,035$ Q2 2021 Q1 2022 SA Internal Collector Roads (6)1,279,561$ 1,279,561$ Q2 2021 Q1 2022 SA Wastewater Treatment Plant (7)10,051,589$ 8,758,800$ Q2 2021 Q1 2022 GO/SA Wet Utilities (8)6,354,560$ 6,354,560$ Q2 2021 Q1 2022 GO Concrete 141,095$ 141,095$ Q2 2021 Q1 2022 SA Drainage Channels 414,729$ 414,729$ Q2 2021 Q1 2022 GO Dry Utilities 576,073$ -$ Q2 2021 Q1 2022 - Street Lighting 137,088$ 137,088$ Q2 2021 Q1 2022 SA Removals & Abandonment 18,408$ -$ Q2 2021 Q1 2022 - Recreational Amenities (9)2,966,179$ 2,966,179$ Q2 2021 Q1 2022 GO/SA Landscaping (10)398,486$ 398,486$ Q2 2021 Q1 2022 GO Signage and Striping 32,529$ 32,529$ Q2 2021 Q1 2022 SA Clean Up 21,657$ -$ Q2 2021 Q1 2022 - Sales Tax (11)1,079,898$ 1,006,347$ Q2 2021 Q1 2022 GO Contingency 1,724,382$ 1,604,773$ Q2 2021 Q1 2022 GO Offsite Roadway Improvements (Adonis Road)1,350,000$ 1,147,500$ Q2 2021 Q1 2022 SA Offsite Roadway Improvements (Marana Road)4,500,000$ 3,825,000$ Q2 2021 Q1 2022 SA Intract Improvements (12)29,695,077$ -$ Q2 2021 Q1 2022 - Sub Total 63,796,216$ 30,615,149$ PHASE II - VILLAGE III Fees, Engineering, and Other (2)982,219$ 978,971$ Q1 2024 Q1 2025 GO Land Planning 54,142$ -$ Q1 2024 Q1 2025 - Removals & Abandonment 45,479$ -$ Q1 2024 Q1 2025 - Soils & Compaction Testing (3)87,949$ 52,769$ Q1 2024 Q1 2025 GO Grading (4)851,792$ 511,075$ Q1 2024 Q1 2025 SA Tortolita Parkway Expansion (5)1,710,355$ 1,710,355$ Q1 2024 Q1 2025 SA Internal Collector Roads (6)802,257$ 802,257$ Q1 2024 Q1 2025 SA Wastewater Treatment Plant (7)3,978,496$ 3,466,800$ Q1 2024 Q1 2025 GO/SA Wet Utilities (8)4,548,376$ 4,548,376$ Q1 2024 Q1 2025 GO Concrete 145,296$ 145,296$ Q1 2024 Q1 2025 SA Drainage Channels 657,286$ 657,286$ Q1 2024 Q1 2025 GO Dry Utilities 311,859$ -$ Q1 2024 Q1 2025 - Street Lighting 157,554$ 157,554$ Q1 2024 Q1 2025 SA Recreational Amenities (9)1,868,717$ 1,868,717$ Q1 2024 Q1 2025 GO/SA Landscaping (10)4,084,486$ 4,084,486$ Q1 2024 Q1 2025 GO Signage and Striping 34,066$ 34,066$ Q1 2024 Q1 2025 SA Clean Up 21,657$ -$ Q1 2024 Q1 2025 - Sales Tax (11)1,097,221$ 1,045,402$ Q1 2024 Q1 2025 GO Contingency 1,746,071$ 1,659,661$ Q1 2024 Q1 2025 GO Intract Improvements (12)24,074,615$ -$ Q1 2024 Q1 2025 - I-10 Interchange (13)33,800,000$ 16,900,000$ Q1 2030 Q1 2032 SA Sub Total 81,059,893$ 38,623,072$ Source:Applicant Footnotes: (11) Includes sales tax for all construction costs. Estimated eligible costs only includes the sales tax for eligible facilities. (5) Expansion costs include: paving, curb, gutter, median, and sidewalk. (13) Includes concrete, traffic signals landscaping, sidewalk, clear and grub curb, gutter, pedestrian bridge railing, freeway bridge superstructure, freeway bridge substructure, railroad bridge superstructure and railroad bridge substructure. (10) Includes landscaping for Tortolita Parkway, Tortolita Boulevard, and collector roads. (7) Assumes 1.95 MGD Plant, 300 GPD, and an average cost of $18 per gallon. (2) Costs include: county health department fees, town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, a traffic study, soils report, and archeology discovery. Estimated eligible CFD costs include town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, and a traffic study. (6) Includes costs for: paving, curb, gutter, and sidewalk. (4) Includes costs for: clear and grub, importing, and excavation. Eligible CFD costs only include the grading costs associated with road construction. (9) Includes costs for: community parks, open spaces, recreational areas, and park amenities. (1) Bond types represent the Applicant's best estimation of the bond type which will be utilized to finance the specific improvement. The Applicant reserves the right to finance any eligible public improvements pursuant to the Act via any bond type allowable. (3) Includes costs for all soils and compaction testing. Eligible CFD Costs only include the testing associated with road construction. (8) Includes costs for: water main pipes, valves, manholes, wastewater treatment, hydrants, two million gallon storage tank, 1000 GPM water well, and a lift station. (12) Assumes $21,000 per unit. The Villages of Tortolita Community Facilities District Estimated Public Infrastructure Phasing Timetable The Villages of Tortolita CFD Application 11 Estimated Estimated Total Eligible CFD Anticipated Timing Bond Descriptions Costs Costs Start Completion Type (1) PHASE III - VILLAGE II Fees, Engineering, and Other (2)1,894,883$ 1,761,693$ Q1 2027 Q1 2028 GO Land Planning 162,427$ -$ Q1 2027 Q1 2028 - Soils & Compaction Testing (3)167,370$ 100,422$ Q1 2027 Q1 2028 GO Grading (5)453,441$ 272,064$ Q1 2027 Q1 2028 SA 291,610$ 291,610$ Q1 2027 Q1 2028 SA Tortolita Parkway Expansion (5)1,544,712$ 1,544,712$ Q1 2027 Q1 2028 SA Internal Collector Roads (6)181,918$ 181,918$ Q1 2027 Q1 2028 SA Wastewater Treatment Plant (7)12,487,023$ 10,881,000$ Q1 2027 Q1 2028 GO/SA Wet Utilities (8)13,449,383$ 13,449,383$ Q1 2027 Q1 2028 GO Concrete 50,006$ 50,006$ Q1 2027 Q1 2028 SA Drainage Channels 750,411$ 750,411$ Q1 2027 Q1 2028 GO Dry Utilities 162,427$ -$ Q1 2027 Q1 2028 - Street Lighting 73,092$ 73,092$ Q1 2027 Q1 2028 SA Walls and Monuments (11)584,736$ 314,025$ Q1 2027 Q1 2028 SA Recreational Amenities (9)3,521,949$ 3,521,949$ Q1 2027 Q1 2028 GO/SA Landscaping (10)3,679,503$ 3,679,503$ Q1 2027 Q1 2028 GO Signage and Striping 15,495$ 13,741$ Q1 2027 Q1 2028 SA Clean Up 21,657$ -$ Q1 2027 Q1 2028 - Sales Tax (13)1,784,184$ 1,738,254$ Q1 2027 Q1 2028 GO Contingency 2,878,920$ 2,774,278$ Q1 2027 Q1 2028 GO Intract Improvements (12)36,890,000$ -$ Q1 2027 Q1 2028 - Sub Total 81,045,146$ 41,398,061$ PHASE IV - VILLAGE I Fees, Engineering, and Other (2)564,225$ 560,977$ Q1 2030 Q1 2032 GO Land Planning 54,142$ -$ Q1 2030 Q1 2032 - Soils & Compaction Testing (3)45,091$ 27,055$ Q1 2030 Q1 2032 GO Grading (4)529,240$ 317,544$ Q1 2030 Q1 2032 SA Tortolita Parkway Expansion (5)1,143,964$ 1,143,964$ Q1 2030 Q1 2032 SA Internal Collector Roads (6)734,818$ 734,818$ Q1 2030 Q1 2032 SA Wastewater Treatment Plant (7)8,582,892$ 7,479,000$ Q1 2030 Q1 2032 GO/SA Wet Utilities (8)1,091,669$ 1,091,669$ Q1 2030 Q1 2032 GO Concrete 65,101$ 65,101$ Q1 2030 Q1 2032 SA Drainage Channels 921,500$ 921,500$ Q1 2030 Q1 2032 GO Dry Utilities 200,326$ -$ Q1 2030 Q1 2032 - Street Lighting 87,710$ 87,710$ Q1 2030 Q1 2032 SA Recreational Amenities (9)2,510,844$ 2,510,844$ Q1 2030 Q1 2032 GO/SA Landscaping (10)2,061,734$ 2,061,734$ Q1 2030 Q1 2032 GO Signage and Striping 22,826$ 21,072$ Q1 2030 Q1 2032 SA Clean Up 21,657$ -$ Q1 2030 Q1 2032 - Sales Tax (13)676,180$ 644,829$ Q1 2030 Q1 2032 GO Contingency 1,073,103$ 1,018,882$ Q1 2030 Q1 2032 GO Intract Improvements (12)28,340,308$ -$ Q1 2030 Q1 2032 - Sub Total 48,727,328$ 18,686,698$ Source:Applicant Footnotes: (7) Assumes 1.95 MGD Plant, 300 GPD, and an average cost of $18 per gallon. (12) Assumes $21,000 per unit. (4) Includes costs for: clear and grub, importing, and excavation. Eligible CFD costs only include the grading costs associated with road construction. Community Facilities District Estimated Public Infrastructure Phasing Timetable (2) Costs include: county health department fees, town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, a traffic study, soils report, and archeology discovery. Estimated eligible CFD costs include town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, and a traffic study. (10) Includes landscaping for Tortolita Parkway, Tortolita Boulevard, and collector roads. (9) Includes costs for: community parks, open spaces, recreational areas, and park amenities. (5) Expansion costs include: paving, curb, gutter, median, and sidewalk. (13) Includes sales tax for all construction costs. Estimated eligible costs only includes the sales tax for eligible facilities. (8) Includes costs for: water main pipes, valves, manholes, wastewater treatment, hydrants, two million gallon storage tank, 1000 GPM water well, and a lift station. (11) Includes costs for: major entry monuments, minor entry monuments, and a railroad sound barrier wall. Estimated eligible CFD costs only include the railroad sound barrier wall. (6) Includes costs for: paving, curb, gutter, and sidewalk. Tortolita Blvd. Expansion (5) (3) Includes costs for all soils and compaction testing. Eligible CFD Costs only include the testing associated with road construction. (1) Bond types represent the Applicant's best estimation of the bond type which will be utilized to finance the specific improvement. The Applicant reserves the right to finance any eligible public improvements pursuant to the Act via any bond type allowable. The Villages of Tortolita The Villages of Tortolita CFD Application 12 Estimated Estimated Total Eligible CFD Anticipated Timing Bond Descriptions Costs Costs Start Completion Type (1) PHASE V - VILLAGE V Fees, Engineering, and Other (2)185,960$ 182,711$ Q1 2032 Q1 2036 GO Land Planning 54,142$ -$ Q1 2032 Q1 2036 - Removals & Abandonment (3)216,569$ 216,569$ Q1 2032 Q1 2036 SA Soils & Compaction Testing (4)29,588$ 17,752$ Q1 2032 Q1 2036 GO Grading (5)945,404$ 567,242$ Q1 2032 Q1 2036 SA Wastewater Treatment Plant (6)-$ -$ Q1 2032 Q1 2036 - Wet Utilities (7)681,921$ 681,921$ Q1 2032 Q1 2036 GO Concrete 69,302$ 69,302$ Q1 2032 Q1 2036 SA Drainage Channels 453,711$ 453,711$ Q1 2032 Q1 2036 GO Dry Utilities 155,929$ -$ Q1 2032 Q1 2036 - Street Lighting 77,965$ 77,965$ Q1 2032 Q1 2036 SA Signage and Striping 17,964$ 17,964$ Q1 2032 Q1 2036 SA Clean Up 21,657$ -$ Q1 2032 Q1 2036 - Sales Tax 231,430$ 191,415$ Q1 2032 Q1 2036 GO Contingency 314,154$ 247,655$ Q1 2032 Q1 2036 GO Intract Improvements (8)-$ -$ Q1 2021 Q1 2036 - Sub Total 3,455,696$ 2,724,209$ Total - All Phases 278,084,279$ 132,047,188$ Source:Applicant Footnotes: (6) Assumes 1.95 MGD Plant, 300 GPD, and an average cost of $18 per gallon. (2) Costs include: county health department fees, town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, a traffic study, soils report, and archeology discovery. Estimated eligible CFD costs include town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, and a traffic study. (3) Includes costs for well abandonment, and irrigation ditches for housing. Estimated eligible CFD costs include the removal of the existing I-10 frontage road. Community Facilities District Estimated Public Infrastructure Phasing Timetable (5) Includes costs for: clear and grub, importing, and excavation. Eligible CFD costs only include the grading costs associated with road construction. (7) Includes costs related to the Project's water system including: dry wells, excavation, lining, perimeter edging, pumping/recirculation, and perimeter landscaping. (8) Village V is an industrially zoned area. As such, intract improvement costs are not applicable. The Villages of Tortolita (4) Includes costs for all soils and compaction testing. Eligible CFD Costs only include the testing associated with road construction. (1) Bond types represent the Applicant's best estimation of the bond type which will be utilized to finance the specific improvement. The Applicant reserves the right to finance any eligible public improvements pursuant to the Act via any bond type allowable. Annual Operations and Maintenance Costs - Once development has begun, the District will be established for the financing, construction and/or acquisition of designated eligible Public Infrastructure. Upon completion of such facilities the Public Infrastructure will be dedicated to the Town or other respective agencies. Accordingly, the District is not anticipated to have any costs and/or expenses related to the operation of the District except as expressly provided in the District Development, Financing Participation, Waiver and Intergovernmental Agreement (“CFD Development Agreement”) in substantially final form, attached as Exhibit K. Once development of the Project has begun, the on-going annual administration and operational expenses of the District are anticipated to be approximately $60,000 per year, which includes Directors & Officer’s insurance, trustee fees, professional fees and administrative charges. These costs will be paid with the proceeds of the $0.30 per $100 of limited property valuation operational tax, (“O&M Tax”) assessed to the property contained within the boundaries of the District. To the extent that a shortfall may exist; the Applicant agrees to pay such shortfalls pursuant to the CFD Development Agreement. The Villages of Tortolita CFD Application 13 The estimated revenue to be generated by the O&M Tax is estimated on the table below. The proceeds of this tax will be utilized by the District for administrative and operational expenses of the District and, to the extent there are excess proceeds, for the maintenance expenses related to the Public Improvements in accordance with the CFD Development Agreement. Estimated Secondary Estimated O & M Funds Tax Year Assessed Valuation (1)Generated by $0.30 Tax (1) 2020 $34,020 $102 2021 $443,520 $1,331 2022 $1,977,584 $5,933 2023 $5,047,132 $15,141 2024 $9,447,554 $28,343 2025 $15,576,397 $46,729 Source:Applicant (1) Figures have not been adjusted for the effects of inflation. See Exhibit M for further details. Footnote: Estimated Operation and Maintenance Tax Revenues Community Facilities District The Villages of Tortolita The Applicant will establish a homeowner’s association (“HOA”) for the Project that will assess all property owners within the Project a monthly fee to be utilized primarily for the maintenance of landscaped areas, neighborhood parks and other areas which are deeded to, or are the maintenance responsibility of the HOA and not the responsibility of the Town and/or District. Status of Entitlements - On April 3, 2007, the Town created the Villages of Tortolita Specific Plan by adoption of Marana Ordinance No. 2007.09. On November 7, 2017, the Town amended the Specific Plan and approved the Villages of Tortolita Development Agreement (“DA”) attached hereto as Exhibit L. The Project will be developed pursuant to the DA. A preliminary block plat was previously approved by the Town for the Project on October 21, 2008. Prior to submitting a final block plat for the Town’s consideration, the Applicant will submit construction drawings to the Town, coordinate with the Town regarding necessary utility improvements and/or extensions and ensure that all other conditional approvals are satisfied. Additionally, the Applicant anticipates entering into the CFD Development Agreement, prepared pursuant to the terms outlined in the Application. The Applicant anticipates that the construction activities of the Project will be in compliance with all mandates of the Federal Water Pollution Control Act (“Clean Water Act”) and anticipates obtaining all necessary certifications and permits to satisfy the requirements of Section 404 of the Clean Water Act. The Applicant does not anticipate any Section 404 related issues to adversely affect the development of the Project. Since 2014, the Town has been the Designated Management Agency under Section 208 of the federal Clean Water Act for the Project area. The Applicant is currently working with the Town to ensure that the consistency review requirements outlined in Section 208 of The Villages of Tortolita CFD Application 14 the Clean Water Act will be met relating to wastewater treatment infrastructure. The Applicant anticipates receiving the requisite 208 Amendment and does not anticipate that any Section 208 related issues will adversely affect the development of the Project. The Applicant will comply with all public procurement requirements applicable to the acquisition and/or construction of eligible Public Infrastructure in accordance with Title 34 of the Arizona Revised Statutes, and the Town’s public procurement ordinance and regulations. The Applicant believes that the proposed CFD structure is a material factor in the current plan to create a master-planned community that provides both required and enhanced Public Infrastructure for the ultimate use and enjoyment of retail homebuyers and other end-users within and surrounding the Project. Formation of the District and utilization of the proposed financing structure will also result in the accelerated construction of the designated Public Infrastructure, including but not limited to traffic interchange, roadway, water and sewer improvements, parks and other amenity improvements, as set forth in this section, while permitting the ultimate housing product to remain affordable to homebuyers. The Town will benefit from formation of the District and use of the CFD financing through the accelerated construction of major Public Infrastructure and growth of the Town’s property tax base. Utility Providers - Utility services for the Project are available as indicated in the below. It is expected that all necessary utility services will be available to the Project. Utility Description Provider Water Services:Town of Marana Sewer Services:Town of Marana Electrical Services:Trico Electric Telephone:Qwest Cable TV:Cox Gas:Southwest Gas Police:Town of Marana Fire:Northwest Fire District Trash Services:Town of Marana Source: Applicant The Villages of Tortolita Utility Service Providers Community Facilities District The Project has an estimated absorption schedule of approximately fifteen (15) years however, the actual build out of the Project will be dependent upon the dictates of the Arizona real estate market in general and the Tucson MSA real estate market specifically. Accordingly, it is difficult to estimate with any degree of certainty the completion schedule of the entire eligible Public Infrastructure. Set forth on the following page is the current anticipated completion schedules for the eligible Public Infrastructure for Villages I through V, as well each Village’s estimated construction costs as of 2019. The Villages of Tortolita CFD Application 15 Construction Eligible Start Completion Phase Village Acres Units (1)Costs (2)Costs (2)Date (2)Date (2) Phase I Village IV 536.75 1,622 63,796,216$ 30,615,149$ Q2 2021 Q2 2022 Phase II Village III 190.89 642 81,059,893$ 38,623,072$ Q1 2024 Q1 2025 Phase III Village II 320.10 2,015 81,045,146$ 41,398,061$ Q1 2027 Q1 2028 Phase IV Village I 393.21 1,385 48,727,328$ 18,686,698$ Q1 2030 Q1 2032 Phase V Village V 78.87 - 3,455,696$ 2,724,209$ Q1 2032 Q1 2036 Totals 1,519.82 5,664 278,084,279 132,047,188 Source: Applicant Footnote: (1) Includes medium-low, medium, medium-high, mixed use and industrial products. (2) Estimate. The Villages of Tortolita Community Facilities District Estimated Public Infrastructure Phasing Summary Financing Plan (Sections 2.7 of the policy) The financing plan for eligible Public Infrastructure of the District is described below: General i) The Town Council, in response to a petition from the Applicant will consider adopting a resolution declaring its intention to form the District. ii) Upon formation of the CFD, the District will be governed by a Board of Directors (“District Board”) comprised of the members of the Town Council ex officio plus two (2) landowner representatives chosen by the largest landowner of property contained with the District. The day-to-day responsibilities of the CFD will be performed pursuant to a contract by outside personnel or by the Town staff as determined by the District Board. iii) The District will be requested to issue general obligation bonds and special assessment bonds to finance, construct and/or acquire eligible Public Infrastructure, and other eligible related expenditures pursuant to the Act in accordance with the terms of the DA as well as the CFD Development Agreement. iv) The Landowners will vote to authorize the District to levy a $0.30 per $100 of limited property valuation operational tax over all property contained within the boundaries of the District, to pay administrative and operational expenses of the District. v) Before issuing any bond to finance the construction and/or acquisition of eligible Public Infrastructure, the Applicant, in conjunction with the District staff, will prepare a study of the feasibility and benefits of the project as required by the Act. The feasibility study (“Study”) will be presented to the District Board at a public hearing as required by the Act. The Villages of Tortolita CFD Application 16 If the District Board approves the Study, the Applicant and the District staff will proceed with the issuance of bonds. vi) The Town will require that any property owners benefiting from the public improvements funded by the Applicant pay 100% of their fair share cost allocation plus applicable interest charges (if applicable) to the Applicant and/or their related entities upon the earlier of: (i) recording of the first plat map or, (ii) issuance of the first building permit through participation in a Reimbursement Mechanism (“Reimbursement Mechanism”) vii) It is anticipated that the CFD will only finance its pro-rata share of regional Public Infrastructure. Costs in excess of the District’s pro-rata share will be funded by the Applicant with reimbursements for such excess capacity costs to be reimbursed by Reimbursement Mechanisms and/or other financing vehicle allowed pursuant to the Development Agreement. viii) The Applicant may request that the Town and the CFD establish a means of collecting reimbursements from other real property owners for the CFD’s and/or Applicant’s costs of installing public facilities that are of the size, length or capacity greater than that needed to serve or mitigate the impacts of development of the Project and which will serve other property along the guidelines established in Section (v) above. ix) Pursuant to A.R.S. §9-463.05, the Applicant shall receive development impact fee (“DIF”) credits for all public improvements constructed by the Applicant and/or the CFD which are similar in nature to those public improvements for which DIFs are being assessed. Such DIFs shall be assignable to others by the Applicant at their discretion. Special Assessment Bonds i) The Applicant anticipates that special assessment bonds will be issued over time to finance, acquire and/or construct eligible Public Infrastructure and related costs. The special assessment bonds are anticipated to have the maximum maturity allowed by the Act. Special assessment liens, which will encumber building lots and be passed on to retail homebuyers or other end-users, are estimated to average approximately $6,500 (2019 current dollars) per lot depending upon the type of lot being assessed, the costs of the Public Infrastructure and the benefits which have been estimated to be received by each lot type. The special assessment bonds are anticipated to be unrated, will be sold to institutional buyers, accredited investors, or other sophisticated municipal market participants, and will be secured by the assessment lien placed upon each benefited lot based on the benefit received and in no event shall the value-to-lien ratio as determined by property ownership be less than 4-to-1. The value-to-lien ratios will be estimated based upon an appraisal prepared by an MAI appraiser which values the overall bulk wholesale value of the property on which the assessment lien is to be placed by property owner, assuming that the eligible Public Infrastructure to be financed, acquired and/or The Villages of Tortolita CFD Application 17 constructed by the District and/or for which performance bonds (or other form of assurance acceptable to the District) have been obtained, has been constructed and is in place as of the date of valuation. ii) In the event that an overall 4-to-1 value-to-lien ratio is not achieved, the Applicant shall have the ability to propose alternative security structures to the District including but not limited to the following: (i) posting a letter of credit or providing additional real property having an appraised value in an amount sufficient to cover that portion of the special assessment bonds not supported by the overall value-to-lien ratio requirement, (ii) escrowing that portion of the proceeds of the special assessment bonds not supported by the overall value-to-lien ratio requirement, (iii) issuing a second series of special assessment bonds for the benefited area in question at such time as the overall value-to-lien ratio requirement is achieved, and/or (iv) providing additional collateral to be determined in an amount sufficient to cover that portion of the special assessment bonds not supported by the overall value-to-lien ratio requirement. iii) The special assessment liens will be passed on to the retail homebuyer or other end-user of the assessed lots; provided, however, the special assessment liens may be prepaid in whole or in part at any time by any owner of an assessed lot in accordance with the following formula below: Principal Amount Outstanding (at time of prepayment) Plus: Accrued Interest Through The Next Interest Payment Date Plus: Prepayment Penalty (if any) Plus: Town Administration Fee Less: <Reserve Fund Credit> (1) Less: <Capitalized Interest Credit> (If any) Equals = Prepayment Amount Footnote: (1) The reserve fund credit shall equal the lesser of: (a) the expected reduction in the reserve requirement associated with the redemption of the outstanding bonds because of the prepayment (b) the amount derived by subtracting the new reserve requirement in effect after the redemption of outstanding bonds as the result of the prepayment from the balance in the reserve fund on the payment date. The Town and/or the CFD agree to allow the sale of special assessment bonds in $1,000 denominations more than the minimum authorized denominations established by the District Board and/or equivalent mechanism to facilitate the potential prepayment of assessments. iv) The District's first issuance and sale of special assessment bonds is anticipated to occur during the second half of 2020 for the construction of Public Infrastructure necessary to service Phase I (Village 4) of the Project. The total bond amount is estimated to be approximately $3,250,000 and will be secured by special assessment liens on approximately 500 single family residential lots. The special assessment liens are anticipated to average approximately $6,500 per lot depending upon the size of the lot and the amount of benefit determined to have been The Villages of Tortolita CFD Application 18 received by each lot type. The per lot special assessment payment is estimated to be approximately $483 per year. General Obligation Bonds i) The Landowners will vote to authorize the District to finance, construct and/ or acquire Public Infrastructure in the amount of $180,000,000; $150,000,000 of which will be intended for use by the Applicant while $30,000,000 will be available for use by the District pursuant to the terms of the CFD Development Agreement. ii) The general obligation bond authorization is anticipated to have the maximum term allowed by the Act. iii) It is anticipated that the District will issue general obligation bonds to finance, construct and/or acquire eligible Public Infrastructure and related costs. The general obligation bond amount will be established to be sufficiently supported by the District’s then-current limited property valuation assuming a limited property valuation tax rate of no greater than $4.55 ($4.25 debt service + $0.30 administrative and operational expenses) per $100 of limited property value, or by other credit enhancement, which shall be provided on terms and conditions determined by the District in conjunction with the Applicant. As development and tax base growth occur or acceptable credit enhancement is provided, it is anticipated that additional series of general obligation bonds will be issued. The estimated general obligation bonding capacity, assuming a maximum limited property valuation tax rate of $4.25 for debt service, is illustrated in the table on the following page. A detailed analysis of the projected increase in the limited property valuation of the property within the boundaries of the District may be found in Exhibit M located in the Appendix to the Application. The District’s first issuance and sale of general obligation bonds is anticipated to occur in fiscal year 2020-2021. Revenue Bonds i) At the Applicant’s discretion, the Applicant may request that the District issue revenue bonds in accordance with the CFD Policy and the CFD Development Agreement. The Villages of Tortolita CFD Application 19 Estimated Secondary Potential Gross Tax Year Assessed Valuation Bonding Capacity (1) 2020 $34,020 $19,359 2021 $443,520 $252,382 2022 $1,977,584 $892,307 2023 $5,047,132 $1,765,175 2024 $9,447,554 $2,521,531 2025 $15,576,397 $3,504,108 2026 $24,140,205 $4,888,206 2027 $32,704,950 $4,887,237 Source: Applicant Footnotes: (1) Represents the annual potential bonding capacity based on the estimated secondary assessed valuation of the property contained within the District as of the associated fiscal year (Uninflated). Additional details have been provided to this application as Exhibit M. The Villages of Tortolita Community Facilities District Estimated Secondary Assessed Valuation and Potential Bonding Capacity iv) The general obligation bonds are anticipated to have the maximum maturity allowed by the Act, which is consistent with other general obligation bond issues within the State of Arizona. The bonds will be unrated, will be sold to institutional buyers, accredited investors, and/or other sophisticated entities or persons pursuant to the Study, and are anticipated to be repaid with proceeds of the limited property valuation tax revenues of the District. v) At the maximum limited property valuation tax rate (i.e. $4.25), assuming an average home price of $260,000, the District portion of the real property tax bill for a homeowner in the District will be approximately $58 per month or $696 annually. Financial Feasibility Study (Sections 2.8 of the policy) It is anticipated that the District will issue special assessment bonds from time-to-time over the life of the Project. Special assessment liens are projected to average approximately $6,500 (2019 current dollars) per lot depending upon the lot type and the amount and kind of eligible Public Infrastructure that is financed, acquired and/or constructed with the proceeds of the special assessment bonds. Annual Special assessment payments would, in such event, average approximately $483 (2019 current dollars). It is expected that this range of special assessment liens and resulting special assessment payments will not have a negative impact on the marketability of homes within the District given the experience of other development projects with comparable The Villages of Tortolita CFD Application 20 CFD structures within the State of Arizona. The projected range of assessment liens is comparable to the range established for the established and/or other community facilities districts currently being planned for development projects within Pinal County and Pima County. As also described above, it is anticipated that the Landowners will vote to authorize and that the District will issue general obligation bonds from time to time over the life of the Project totaling approximately $180,000,000 in the aggregate of which $30,000,000 will be set aside for the non-Applicant uses pursuant to the terms of the CFD Development Agreement. It is further expected that, to pay debt service on the general obligation bonds and certain administrative, operational and other costs of the District, the District will levy an ad valorem tax of no greater than $4.55 per $100 of limited property valuation on the property located within the District. That portion of the tax that will be used for the repayment of general obligation bonds is projected to be $4.25 per $100 of limited property value, and $.30 per $100 of limited property value will be used for the administration and operation of the District. The Applicant believes that the $4.55 increase in the ad valorem tax rate will not have an adverse impact on the marketability of homes within the District due to the enhanced level of Public Infrastructure being provided as compared to other competitive developments which are not utilizing CFD financing tools. A summary of the overlapping tax rates of the property within the boundaries of the proposed District including the proposed District levy is shown in the table on the following page. It is anticipated the Project will be annexed into the Town and subsequently Pima County. The tax rate shown on the table below is reflective of Project parcels currently located in Pima County the location of the majority of the property contained within the proposed District. The Villages of Tortolita CFD Application 21 2018-2019 2018-2019 2018-2019 Primary Secondary Combined Overlapping Municipality Tax Rate Tax Rate Tax Rate Pima County Primary 4.070$ -$ 4.070$ State School Equalization Primary 0.474$ -$ 0.474$ Marana Unified District 6 Primary 4.169$ -$ 4.169$ Pima County Community College District Primary 1.398$ -$ 1.398$ Town of Marana Primary -$ -$ -$ State of Arizona Primary -$ -$ -$ Pima County Bonds Secondary -$ 0.690$ 0.690$ Marana Unified District 6 Secondary -$ 1.915$ 1.915$ Joint Technical Education District Secondary -$ 0.050$ 0.050$ Pima County Community College District Secondary -$ -$ -$ Town of Marana Secondary -$ -$ -$ Northwest Fire District Secondary -$ 3.050$ 3.050$ Central AZ Water Cons District Secondary -$ 0.140$ 0.140$ Pima County Flood District Secondary -$ 0.334$ 0.334$ Pima County Library District Secondary -$ 0.515$ 0.515$ Fire District Assistance -$ 0.044$ 0.044$ CFD Tax Rate GO and O&M -$ 4.550$ 4.550$ CFD Tax Rate SA Equivalent (1)-$ 3.090$ 3.090$ Total $ 10.1108 $ 14.3782 $ 24.4890 Source: Pima County Assessor's Office Footnotes: The Villages of Tortolita (1) Special Assessment bonds have an interest rate of 5.25%, amortized over 24 years, 4.0% cost of issuance, 2.0% underwriter fee, 1 year of capitalized interest, and a 10.0% reserve fund. Community Facilities District Combined Tax Rate of Overlapping Jurisdictions 2018-2019 The table on the following page shows the overlapping tax rates for other Pima County and Pinal County master-planned communities for fiscal year 2018-2019. The Villages of Tortolita CFD Application 22 2018-2019 Total Tax Rates (1) Gladden Farms (Marana, AZ)22.0890$ Saguaro Springs (Marana, AZ)22.4490$ Rancho Sahuarita (Pima Co., AZ)20.2622$ Merrill Ranch - Anthem (Florence, AZ)23.5039$ Villago (Casa Grande, AZ)19.6674$ Cadence (Mesa, AZ)18.2621$ Eastmark (Mesa, AZ)18.1483$ Source: County Treasurer’s Office Footnotes: Combined Tax Rates - Other Area Master Planned Communities: (1) Tax rates reflect existing/anticipated CFD Tax Structures. The Villages of Tortolita Community Facilities District Overlapping Tax Rates For Nearby Master Planned Communities Description Amount Est. Annual Payment Est. Per Month Payment Estimated Avg. Home Price 260,000$ Est. Assessment Lien/Unit (1)6,500$ 483$ 40$ Estimated G.O. Debt. Service Tax Rate (2)4.25$ 696$ 58$ Estimated O&M 0.30$ 49$ 4$ Total 1,228$ 102$ Footnotes: Estimated Home Buyer Annual CFD Payment Community Facilities District The Villages of Tortolita (1) Special Assessment bonds have an interest rate of 5.25%, amortized over 24 years, 4.0% cost of issuance, 2.0% underwriter fee, 1 year of capitalized interest, and a 10% reserve fund. (2) General Obligation bonds have an interest rate of 5.00%, amortized over 25 years, 4.0% cost of issuance, and 2.0% underwriter fee. Financing Plan for the Private Development in the CFD - The financing of the private development will flow from four sources as circumstances dictate. These sources include third party loans, internal cash flow, equity capital provided as needed by the principals of the Applicant and District bond financing. The Villages of Tortolita CFD Application 23 As a general District financing plan, Public Infrastructure which benefits a discernable area of the Project as a whole will be financed by special assessment bonds while Public Infrastructure that benefits the Project will be financed by general obligation bonds. Additional detail related to what bond types are anticipated to finance what Public Infrastructure is included in Section 2.2(i). A Sources and Uses of Funds necessary for the construction of the public and private infrastructure has been included in the Appendix to this Application as Exhibit N. Market Absorption Study - Market studies are not being provided and will be provided as part of the bond issuance as required. Value-to-Lien Ratio Analysis – The table below shows the Value to Lien Analysis for residential single lot with a home price of $260,000 and an estimated special assessment of $6,500. Description Residential - Single Lot Super Pad Value (1)31,000$ Estimated Assessment (2)6,500$ Value to Lien Ratio (to 1)4.77 Source: Applicant/Launch Footnotes: Community Facilities District The Villages of Tortolita (1) Assumes $260,000 home price, 20% finished lot cost to home price, $21,000 to complete intract improvements. (2) Per CFD Application. Value to Lien Analysis Equity Contribution - As of June 1, 2019, the Applicant has contributed approximately $64 million to cover the costs of land acquisition, due diligence, planning, engineering, financing costs and entitlement costs. For further additional information related to the timing of additional equity contributions see the Sources and Uses of Funds included as Exhibit N. Insurance (Sections 2.9 of the policy) The Applicant currently is working with an insurance broker to procure insurance coverage for the District Board members. The insurance coverage will include a Directors & Officers Insurance, general liability insurance as well as a securities rider. The cost of insurance will be a District Expense as provided in the CFD Development Agreement. Current insurance quotes have been included as Exhibit O. The Villages of Tortolita CFD Application 24 Indemnification (Sections 2.10 of the policy) The CFD Agreement requires that the Applicant, with certain exceptions, indemnify the Town and the District, and their agents, officers, and employees for, from, and against any and all liabilities, claims, costs and expenses, including attorneys’ fees, incurred in any challenge or proceeding to the formation, operation, administration of the District, the offer and sale of CFD bonds, and the levying by the District of any tax, assessment, or charge. The Applicant agrees to the indemnification obligation. The Applicant further agrees to work with the Town in relation to all reasonable requests for financial information. Other Information (Sections 2.11 of the policy) Proposed Marketing Plan - The Applicant has engaged a national brokerage firm to market and sell final platted parcels to individual builders. A national firm will prepare a marketing package which will be distributed to each prospective builder and builders will submit offers. After acquisition of a parcel, each builder will build show models and will market their homes both on-site and on-line to individual homebuyers. Disclosure to Prospective Property Owners - A.R.S. Section 32-2181 et. seq. requires the disclosure of all property taxes to be paid by a homeowner in the Subdivision Public Report. Prior to the home sale/lot sale, each homebuyer/lot buyer must be supplied a Subdivision Public Report, and the homebuyer/lot buyer must acknowledge by signature that they have read and accepted the Subdivision Public Report. In addition to this minimum requirement, the Applicant proposes a more comprehensive program of homebuyer/lot buyer disclosure. First, all sales contracts with homebuilders will include a provision that states that the homebuilder agrees to comply with the disclosure requirements of State law referenced above as well as any other requirements which may be imposed by the District Board. Second, each homebuyer/lot buyer will receive a form detailing the existence of the District, the tax rate and its financial impact. Third, receipt of this form will be acknowledged in writing by the homebuyer/lot buyer, and a signed copy kept on file with the Town Clerk. An example of the form of Disclosure Statement for both the special assessment and general obligation bonds is illustrated in the Appendix as Exhibit P. Operating Plan for the District - The District will be established initially for the financing, construction and/or acquisition of designated eligible Public Infrastructure and will have no continuing obligation with respect to the operation and/or maintenance of Public Infrastructure financed, constructed and/or acquired, once completed and dedicated to the Town. Accordingly, the District is not anticipated to have any costs and/or expenses related to the operation or maintenance of eligible Public Infrastructure except as expressly provided below. In the event proceeds of the $0.30 operational tax levy exceed the amount required to pay the District’s administrative costs, such excess The Villages of Tortolita CFD Application 25 tax proceeds shall be applied to pay the cost of the maintenance of the public improvements described in Section 2.7. Upon the start of development activities, the on-going administration and operation of the District is anticipated to result in costs of approximately $60,000 per year, which includes directors & officers insurance, trustee fees, professional fees and administrative charges. These costs will be paid with the proceeds of the $0.30 per $100 of limited property valuation operational tax assessed to the property contained within the boundaries of the District. When the District’s administrative costs are fully paid with proceeds of the $0.30 operational tax levy, the excess tax proceeds will be applied to pay the cost of the maintenance of the public improvements described in Section 2.7 pursuant to the CFD Development Agreement. At the $0.30 per $100 of limited property valuation ad valorem operational tax rate applied to all the property contained within the District, the estimated revenue would be as reflected in the table below. The proceeds of this tax will be utilized by the District for administrative and operational expenses of the District and, to the extent there are excess proceeds, to the maintenance expenses related to the public improvements described in Section 2.7. Estimated Secondary Estimated O & M Funds Tax Year Assessed Valuation (1)Generated by $0.30 Tax (1) 2020 $34,020 $102 2021 $443,520 $1,331 2022 $1,977,584 $5,933 2023 $5,047,132 $15,141 2024 $9,447,554 $28,343 2025 $15,576,397 $46,729 Source:Applicant (1) Figures have not been adjusted for the effects of inflation. See Exhibit M for further details. Footnote: Estimated Operation and Maintenance Tax Revenues Community Facilities District The Villages of Tortolita District Development and Financing Participation Agreement - The Applicant will continue to work with Town Staff and their consultants to finalize the CFD Development Agreement in a manner mutually agreeable to all parties. 26 Exhibit A The Villages of Tortolita Community Facilities District Conceptual Master Plan 01,650FeetVillages of Tortolita - CFD BoundaryMarana, ArizonaNovember 7, 2018united engineering groupILegendCFD BoundaryVillages of Tortolita BoundaryKaiHolsclawWongBarnett Exhibit % The Villages of Tortolita Community Facilities District 3HWLWLRQLQ)DYRURI)RUPDWLRQ*HQHUDO3ODQ PETITION FOR ADOPTION OF A RESOLUTION ORDERING AND DECLARING FORMATION OF THE VILLAGES 2) TORTOLITA COMMUNITY FACILITIES DISTRICT STATE OF ARIZONA ) COUNTY OF PIMA ) ss. TOWN OF MARANA ) THE UNDERSIGNED OWNER (hereinafter referred to as, collectively, "Petitioner") OF ALL OF THE REAL PROPERTY hereinafter described by the attached parcels, acting pursuant to the provisions of Title 48, Chapter 4, Article 6, Arizona Revised Statutes, as amended (hereinafter referred to as the "Act"), respectfully petitions The Honorable Town Council of the Town of Marana, Arizona (hereinafter referred to as the "Municipality"), to adopt a resolution (hereinafter referred to as the "Resolution") declaring and ordering formation of a community facilities district (hereinafter referred to as the "District") and would respectfully request the following with respect thereto: I. The name of the District to be "The Villages at Tortolina Community Facilities District," II. The District to be formed and exist pursuant to the terms and provisions of the Act as such terms and provisions are modified, waived or restricted pursuant to agreements to be entered into by and among Petitioner, the Municipality and the District, III. The District to contain an area of approximately 1,520 acres of land, more or less, wholly within the corporate boundaries of the Municipality and to be composed of the land included in the parcels described by metes and bounds as provided in the Exhibit hereto, which is made a part hereof for all purposes, IV. The District to be a special purpose district for purposes of Article IX, Section 19, Constitution of Arizona, a tax levying public improvement district for the purposes of Article XIII, Section 7, Constitution of Arizona, and a municipal corporation for all purposes of Title 35, Chapter 3, Articles 3, 3.1, 3.2, 4 and 5, Arizona Revised Statutes, as amended; except as otherwise provided in the Act, to be considered a municipal corporation and political subdivision of the State of Arizona, separate and apart from the Municipality; and to be formed for, and to have, all the purposes of a "district" as such term is defined, and as provided, in the Act, V. The formation of the District to result in the levy of ad valorem property taxes to pay costs of improvements constructed by the District and for their operation and maintenance, VI. Before the Resolution is adopted, the Clerk of the Municipality to accept the filing of a "general plan" (as such term is defined in the Act and hereinafter referred to as the "General Plan") for the District setting out a general description of the improvements for which the District is proposed to be formed and the general areas to be improved, and VII. The Municipality to determine that public convenience and necessity require the adoption of the Resolution; WHEREFORE, Petitioner attests and declares that on the date hereof, as shown on the assessment roll for State and county taxes in Pinal and Pima Counties, Arizona, all of the land to be in the District is owned by Petitioner or, if a person listed on such assessment roll is no longer the owner of land in the District, that the name of the successor owner has become known and has been verified by recorded deed or other similar evidence of transfer of ownership to be Petitioner; that there currently are no residents on the land to be in the District and there shall be no residents within fifty (50) days preceding the first anticipated election for the District; that the land to be included in the District shall be benefited from the improvements for which the District is proposed to be formed; that the District shall be formed and exist pursuant to the terms and provisions of the Act as such terms and provisions are modified, waived or restricted pursuant to agreements to be entered into by and among Petitioner, the Municipality and the District; that public convenience and necessity require the adoption of the Resolution; and that the Municipality shall in no way be liable for the payment of any of the costs of the public infrastructure described in the General Plan, nor liable for any liability, debt or obligation of the District; WHEREFORE, as this Petition is signed by the owners of all the land to be in the District and there are not now, and shall not be within fifty (50) days preceding the first anticipated election of the District, residents on the land in the District, any requirements of posting, publication, mailing, notice, hearing and election otherwise required by the Act in connection with adoption of the Resolution are waived, and the Municipality may, on receipt of this Petition, adopt the Resolution to declare the District formed without being required to comply with such provisions for posting, publication, mailing, notice, hearing or election; and WHEREFORE, Petitioner respectfully prays that this Petition be properly filed as provided by law; that the Municipality adopt the Resolution and declare and order the District formed without being required to comply with the provisions for posting, publication, mailing, notice, hearing and election otherwise required by the Act in connection with the Resolution; and that such other orders, acts, procedure and relief EXHIBIT A List of Parcels in Proposed CFD GENERAL PLAN FOR THE PROPOSED The Villages of Tortolita COMMUNITY FACILITIES DISTRICT TO: CLERK, TOWN OF MARANA, ARIZONA For the purposes of Section 48-702(B), Arizona Revised Statutes, the following is the general plan for the proposed, captioned district (the "District"): GENERAL AREA TO BE IMPROVED WITHIN THE DISTRICT: All that area in the parcels described in Exhibit "A" attached hereto and made a part hereof for all purposes. GENERAL DESCRIPTION OF THE PUBLIC INFRASTRUCTURE IMPROVEMENTS FOR WHICH THE DISTRICT IS PROPOSED TO BE FORMED: All that "public infrastructure" (as such term is defined in Section 48-701, Arizona Revised Statutes) described in Exhibit "B" attached hereto and made a part hereof for all purposes. A-1 EXHIBIT A GENERAL AREA TO BE IMPROVED WITHIN THE DISTRICT 00.225MilesVillages of TortolitaMarana, ArizonaAugust 11, 2017united engineering groupLegendCLOMRWongKaiInterstate 10HolsclawBarnettBLMState Trust B-1 EXHIBIT B GENERAL DESCRIPTION OF PUBLIC INFRASTRUCTURE IMPROVEMENTS FOR WHICH THE DISTRICT IS PROPOSED TO BE FORMED (a) Sanitary sewage systems, including collection, transport, storage, treatment, dispersal, effluent use and discharge. (b) Drainage and flow control systems, including collection, transport, diversion, storage, detention, retention, dispersal, use and discharge. (c) Water systems for domestic, industrial, irrigation, municipal or fire protection purposes including production, collection, storage, treatment, transport, delivery, connection and dispersal, but not including facilities for agricultural irrigation purposes unless for the repair or replacement of existing facilities when required by other improvements permitted by this article. (d) Highways, streets, roadways and parking facilities including all areas for vehicular use for travel, ingress, egress and parking. (e) Areas for pedestrian, equestrian, bicycle or other nonmotor vehicle use for travel, ingress, egress and parking. (f) Pedestrian malls, parks, recreational facilities other than stadiums, and open space areas for the use of members of the public for entertainment, assembly and recreation. (g) Landscaping including earthworks, structures, lakes and other water features, plants, trees and related water delivery systems. (h) Public buildings, public safety facilities and fire protection facilities. (i) Lighting systems. (j) Traffic control systems and devices including signals, controls, markings and signage. (k) Equipment, vehicles, furnishings and other personality related to the items listed hereinabove. Exhibit & The Villages of Tortolita Community Facilities District Applicant Resumes MICHAEL ZIPPRICH (602) 882-7451 • mzipprich@enrpi.com REAL ESTATE MANAGEMENT EXECUTIVE 30 Years of Experience managing all Aspects of Land Development from Acquisition, Finance, Concept Development, and Sales OVERVIEW Michael Zipprich is the Managing Partner of Equity National Real Property Investments LLC, a group committed to a culture of excellence and accountability at every level of business development and operations. With partners and highly experienced development team, he currently manages several communities ranging from the new custom lot community at Chaney Ranch to three master planned communities in Arizona, Texas and Louisiana. As a recognized leader in the acquisition, development and sales of real estate since the 1980’s , Mike has quarterbacked numerous projects and has been the driving force in strategically developing residential and commercial assets, land and lots. His diverse proficiencies include the ability to quickly identify and capitalize on opportunities and develop and implement multifaceted, strategic plans resulting in highly successful real estate transactions. SPECIALTIES Vision and Leadership Identify, Underwrite and Manage Real Estate Assets Real Estate Development Property Management Property Preservation Real Estate Acquis itions Real Estate Systems Solutions CAREER HISTORY / REAL ESTATE HIGHLIGHTS 2007 - Present Leader in managing real estate assets and investor capital pres ervation. Currently in the design and planning of 3 apartment / condominium communities in Louisiana and Scottsdale, Arizona. Since 2012, acquisitioned, engineered and sold residential lot communities to national and local builders. 2001 - 2007 Acquired 12 projects that encompassed 22,000 residential lots and several commercial properties. Engineered, designed water and sewer solutions resulting in over 15,000+ engineered residential lots, communities sold to National and local homebuilders. 1984 - 2001 Principal of Cavalier Homes. Developed and built in excess of 3000 condominiums, townhomes and single family homes in Scottsdale and sold real estate company in 2000 to Montalbano Homes. 1979 - 1982 Purchased real estate company and within three years hired over 125 agents and accomplished $50,000,000 in yearly sales. 1978 - 1979 Top Performing Agent for Red Carpet; within first 12 months sold single family homes. Over the years, Mr. Zipprich has been the visionary and rainmaker in evaluating the supply and demand of commodities that are needed. Whether the need is for housing, oil and gas or agricultural, he has capitalized on the opportunities. All his business decision are predicated on supply and demand markets. He utilizes high-end expert management teams and advisors to capitalize on potentials. Projects in planning stage: 1). 11,000 acre master plan with over 26,500 residential lots, 8+ million square feet of office, retail and municipal government buildings, college campus site, and 1,500 acre Union Pacific approved inland port industrial park, one of the largest diverse master plans in Arizona. 2). Three existing communities under development in Midland Texas. 3). Three developments in Lake Charles, Louisiana scheduled to commence development in early 2016. With over 30 completed communities in his career, selected achievements include: The Pointe Tapatio 391 Condo / Townhome Units; The Pointe South Mountain,105 Court Homes; Scottsdale Bay Club, 190 units; Jack Rabbit Estates, 369 lots; The Domain, 299 student housing units; and Palomino Ranch, 2400 lots. Exhibit ' The Villages of Tortolita Community Facilities District Land Owner Board Representatives &OD\3DUVRQV :.LUE\+XJKHV5G 0DUDQD$UL]RQD   ([SHULHQFH&RPPXQLW\,QYROYHPHQW 0DUDQD6WRFN\DUGV /LYHVWRFN0DUNHW,QF2ZQHU 0DUDQD:HVWHUQ+HULWDJH&RPPLWWHH0HPEHU0DUDQD 3ODQQLQJDQG=RQLQJ&RPPLVVLRQ3DVWPHPEHU 'DQ3RVW :*ULHU5G 0DUDQD$UL]RQD   ([SHULHQFH&RPPXQLW\,QYRYOHPHQW 0DUDQD8QLILHG6FKRRO'LVWULFW%RDUG0HPEHU &RUWDUR:DWHU8VHUV¶$VVRFLDWLRQ*RYHUQLQJ%RDUG3UHVLGHQW 0DUDQD:HVWHUQ+HULWDJH&RPPLWWHH&KDLUPDQ /DQG2ZQHU%RDUG5HSUHVHQWDWLYHV Exhibit ( The Villages of Tortolita Community Facilities District Location Map Exhibit ) The Villages of Tortolita Community Facilities District District Map and Legal Description Villages at Tortolita Legal Description Exceptions Exhibit * The Villages of Tortolita Community Facilities District Title Report 5JUMF3FQPSUGPS1SPQFSUZ-PDBUFE8JUIJO1JNB$PVOUZ         !!     "  #      !!  $ %&&'   %   '(()()(*+ ,  &  '+-   .'/        //%%*     "  . 01      &              . 2.        . "     & ".      $   $     //%%* .  34 5      This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165B Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Fidelity National Title Insurance Company CCOOMMMMIITTMMEENNTT FFOORR TTIITTLLEE IINNSSUURRAANNCCEE Issued by Fidelity National Title Insurance Company NOTICE IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY’S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, Fidelity National Title Insurance Company, a Florida Corporation (the “Company”), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I—Requirements have not been met within 180 Days after the Commitment Date, this Commitment terminates and the Company’s liability and obligation end. Countersigned by: Authorized Signature Order No. 51009097-051-51-PK3 This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165B Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. COMMITMENT CONDITIONS 1. DEFINITIONS (a) “Knowledge” or “Known”: Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) “Land”: The land described in Schedule A and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) “Mortgage”: A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law. (d) “Policy”: Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. (e) “Proposed Insured”: Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) “Proposed Policy Amount”: Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) “Public Records”: Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) “Title”: The estate or interest described in Schedule A. 2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company’s liability and obligation end. 3. The Company’s liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; (e) Schedule B, Part I—Requirements; (f) Schedule B, Part II—Exceptions; and (g) a counter-signature by the Company or its issuing agent that may be in electronic form. 4. COMPANY’S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY (a) The Company’s liability under Commitment Condition 4 is limited to the Proposed Insured’s actual expense incurred in the interval between the Company’s delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured’s good faith reliance to: (i) comply with the Schedule B, Part I—Requirements; (ii) eliminate, with the Company’s written consent, any Schedule B, Part II—Exceptions; or (iii) acquire the Title or create the Mortgage covered by this Commitment. Order No. 51009097-051-51-PK3 This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165B Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 2 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. (b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (d) The Company’s liability shall not exceed the lesser of the Proposed Insured’s actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction of the Company. (g) In any event, the Company’s liability is limited by the terms and provisions of the Policy. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. (f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company’s only liability will be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company’s agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company’s agent for the purpose of providing closing or settlement services. 8. PRO-FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the Company may provide. A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. ARBITRATION The Policy contains an arbitration clause. All arbitrable matters when the Proposed Policy Amount is $2,000,000 or less shall be arbitrated at the option of either the Company or the Proposed Insured as the exclusive remedy of the parties. A Proposed Insured may review a copy of the arbitration rules at <http://www.alta.org/arbitration>. Order No. 51009097-051-51-PK3 This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Transaction Identification Data for reference only: Issuing Agent: Fidelity National Title Agency, Inc. Issuing Office: 1745 E. River Rd, Suite145, Tucson, AZ 85718 Escrow Officer: Pima Title Only Title Officer: Pam Kreis ALTA® Universal ID: Loan ID Number: Reference Number: 3674TAZ Issuing Office File Number: 51009097-051-51-PK3 Property Address: Land, Tucson, AZ Revision Number: Amendment No. 1, Amendment Date: September 4, 2019 SCHEDULE A AMERICAN LAND TITLE ASSOCIATION COMMITMENT 1. Commitment Date: August 20, 2019 at 7:30 a.m. 2. Policy to be issued: (a) ALTA Extended Owners Policy (6-17-06) Proposed Insured: Purchaser with contractual rights under a purchase agreement with the vested owner identified at Item 4 below Proposed Policy Amount: in an amount not to exceed $100,000.00 (b) ALTA Extended Loan Policy (6-17-06) Proposed Insured: Lender with contractual obligations under a loan agreement with either the vested owner identified at Item 4 below or the Proposed Insured owner identified at this Item 2 Proposed Policy Amount: in an amount not to exceed $100,000.00 (c) None Proposed Insured: Proposed Policy Amount: in an amount not to exceed $0.00 3. The estate or interest in the Land described or referred to in this Commitment is: A FEE 4. Title to the Land is at the Commitment Date vested in: TMR Investors, LLC, an Arizona limited liability company 5. The Land is described as follows: See Exhibit A attached hereto and made a part hereof. Order No. 51009097-051-51-PK3 SCHEDULE A (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 2 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Countersigned by: Authorized Signature Order No. 51009097-051-51-PK3 This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 3 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED TUCSON, IN THE COUNTY OF PIMA, STATE OF ARIZONA, AND IS DESCRIBED AS FOLLOWS: Parcel No. 1: That portion of Section 6, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona, lying Southwesterly of the Southwesterly right-of-way line of Casa Grande (Picacho) Highway and lying Northeasterly of the Northeasterly right-of-way line of Casa Grande-Tucson Highway (Interstate 10) and also lying North of a line which is parallel with and 395.00 feet North, as measured at a right angle of the South line of said Section 6. Parcel No. 2: That portion of the East half of Section 6, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona, more particularly described as follows: Beginning at the Southeast corner of said Section 6; Thence North 00 degrees 24 minutes 55 seconds West along the East line of said Section 6, a distance of 1820.37 feet to the Northeast corner of said Section 6; Thence South 89 degrees 29 minutes 41 seconds West, along the North line of said Section 6, a distance of 133.64 feet to the South quarter corner of Section 31, Township 10 South, Range 11 East of the Gila and Salt River Base and Meridian; Thence South 89 degrees 20 minutes 37 seconds West, along said North line of Section 6, a distance of 26.46 feet; Thence South 00 degrees 24 minutes 55 seconds East, parallel with and 160.10 feet West of said East line of Section 6, a distance of 1820.05 feet to a point on the South line of said Section 6; Thence North 89 degrees 35 minutes 04 seconds East, along said South line, 160.10 feet to the POINT OF BEGINNING. Parcel No. 3: That portion of Section 6, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona, more particularly described as follows: Commencing at the Southeast corner of said Section 6; Thence South 89 degrees 35 minutes 04 seconds West, along the South line of said Section 6, a distance of 1138.65 feet to the TRUE POINT OF BEGINNING; Thence North 00 degrees 24 minutes 55 seconds West, parallel with and 1138.65 feet West of the East line of said Section 6, a distance of 1814.57 feet to a point on the North line of said Section 6; Order No. 51009097-051-51-PK3 EXHIBIT A (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 4 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Thence South 89 degrees 15 minutes 07 seconds West, along said North line, 1792.88 feet to the Southeast corner of Section 36, Township 10 South, Range 10 East of the G ila and Salt River Base and Meridian, Pima County, Arizona; Thence South 89 degrees 29 minutes 16 seconds West, along the South line of said Section 36 being said North line of Section 6, a distance of 126.40 feet to a point on the Northeasterly line of the Union Pacific Railroad right of way; Thence South 35 degrees 41 minutes 04 seconds East, along said Northeasterly line, 2209.50 feet to a point on said South line of Section 6; Thence North 89 degrees 35 minutes 04 seconds East, along said South line 643.45 feet to the TRUE POINT OF BEGINNING. Parcel No. 4: That portion of the East half of Section 6, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona, more particularly described as follows: Commencing at the Southeast corner of said Section 6; Thence South 89 degrees 35 minutes 04 seconds West, along the South line of said Section 6, a distance of 160.10 feet to the TRUE POINT OF BEGINNING; Thence continuing North 89 degrees 35 minutes 04 seconds West, along said South line, 978.55 feet; Thence North 00 degrees 24 minutes 55 seconds West, parallel wi th and 1138.65 feet West of the East line of said Section 6, a distance of 1814.57 feet to a point on the North line of said Section 6; Thence North 89 degrees 15 minutes 07 seconds East, along said North line, 855.08 feet to an angle point in said North line; Thence North 89 degrees 20 minutes 37 seconds East, along said North line, 123.49 feet; Thence South 00 degrees 24 minutes 55 seconds East, parallel with and 160.10 feet West of said East line of Section 6, a distance of 1820.05 feet to the TRUE POINT OF BEGINNING. Parcel No. 5: All that certain real property, situated in the County of Pima, State of Arizona, being a part of the Northeast quarter of the Northeast quarter of the Northwest quarter of Section 7, Township 11 South, Range 11 East, Gila and Salt River Base and Meridian, Pima County, Arizona, more particularly described as follows: Beginning at the North quarter corner of said Section 7; Order No. 51009097-051-51-PK3 EXHIBIT A (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 5 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Thence from said point of beginning, Southerly along the East line of said Northeast quarter of the Northeast quarter of the Northwest quarter of said Section 7, South 00 degrees 14 minutes 41 seconds East, 78.25 feet to a point thereon; Thence leaving said East line, South 53 degrees 45 minutes 16 W est, 570.78 feet to a point on the Northeast right of way line of Interstate Highway I-10, as described in Final Order of Condemnation, recorded in Docket 2333, Page 222 thereof, records of Pima County, Arizona; Thence Northwesterly along said right of way line, from a tangent which bears North 39 degrees 23 minutes 00 seconds West, along the arc of a curve to the right, having a radius of 8344.37 feet and a central angle of 02 degrees 12 minutes 45 seconds, an arc distance of 322.22 feet to a point on the West line of said Northeast quarter of the Northeast quarter of the Northwest quarter; Thence leaving said right of way line, Northerly along said West line, North 00 degrees 14 minutes 53 seconds West, 180.21 feet to the Northwest corner of said Northeast quarter of the Northeast quarter of the Northwest quarter; Thence Easterly along the North line of said Northeast quarter of the Northeast quarter of the Northwest quarter, North 89 degrees 46 minutes 50 seconds East, 680.34 feet to the Point of Beginning; Except all percolating water, contained within, underlying or which may be produced except such water as may be used by the owners and inhabitants for domestic purposes as reserved in Deed recorded in Book 314 of Deeds, Page 445. Parcel No. 6: All that certain real property, situated in the County of Pima, State of Arizona, being a part of the Northeast quarter of the Northeast quarter of the Northwest quarter of Section 7, Township 11 South, Range 11 East, Gila and Salt River Base and Meridian, Pima County, Arizona, more particularly described as follows: Beginning at a point on the East line of said Northeast quarter of the Northeast quarter of the Northwest quarter of said Section 7, from which said point the North quarter corner of said Section 7 bears North 00 degrees 14 minutes 41 seconds West, 78.25 feet distant; Thence from said point of beginning, Southerly along said East line, South 00 degrees 14 minutes 41 seconds East, 581.02 feet to the Southeast corner of said Northeast quarter of the Northeast quarter of the Northwest quarter; Thence Westerly along the South line of said Northeast quarter of the Northeast quarter of the Northwest quarter, South 89 degrees 47 minutes 58 seconds West, 253.31 feet to a point on the Northeast right of way line of Interstate Highway I-10, as described in the Final Order of Condemnation, described in Docket 2333, Page 222 thereof, records of Pima County, Arizona; Thence Northwesterly along said right of way line, from a tangent which bears North 41 degrees 35 minutes 45 seconds West, along the arc of a curve to the right, having a radius of 8344.37 feet and central angle of 02 degrees 12 minutes 45 seconds, an arc distance of 322.22 feet to a point thereon, said point being the mid-point of that portion of said curve, from its intersection with said South line of said Northeast quarter of the Northeast Order No. 51009097-051-51-PK3 EXHIBIT A (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 6 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. quarter of the Northwest quarter of its intersection with the W est line of said Northeast quarter of Northeast quarter of the Northwest quarter; Thence leaving said right of way line, North 53 degrees 45 minutes 10 seconds East, 570.78 feet to the POINT OF BEGINNING; Except all percolating water, contained within, underlying or which may be produced except such water as may be used by the owners and inhabitants from domestic purposes as reserved in Deed recorded in Book 314 of Deeds, Page 445. Parcel No. 7: All that certain real property, situated in the County of Pima, State of Arizona, being a part of the South half of Section 6, Township 11 South, Range 11 East, Gila and Salt River Base and Meridian, Pima County, Arizona, more particularly described as follows: Beginning at the South quarter corner of said Section 6; Thence from said point of beginning, Westerly along the South line of the Southwest quarter of said Section 6, South 89 degrees 46 minutes 50 seconds West, 900.39 feet to a point of intersection with Northeast right of way line of Interstate Highway I-10, as described in the Final Order of Condemnation, recorded in Docket 2322, Page 360 thereof, records of Pima County, Arizona; Thence Northwesterly along said right of way line, from a tangent which bears North 35 degrees 19 minutes 19 West, along the arc of a curve to the right having a radius of 8444.37 feet and a central angle of 03 degrees 12 minutes 52 seconds, an arc distance of 473.75 feet to a point thereon; Thence leaving said right of way line, Easterly along a line being parallel with and 395.00 feet North of said South line of said Southwest quarter of said Section 6, North 69 degr ees 46 minutes 50 seconds East, 1201.80 feet to a point of intersection with the Southwest line of Casa Grande Highway, as described in Easement to State of Arizona, recorded in Docket 189, Page 228 thereof, records of Pima County, Arizona; Thence Southeasterly along said Southwest line, South 35 degrees 18 minutes 46 seconds East, 483.15 feet to a point of intersection with the South line of the Southeast quarter of Section 6; Thence Westerly along said South line, South 89 degrees 49 minutes 54 seconds West, 317.76 feet to the POINT OF BEGINNING; Except all percolating water, contained within, underlying or which may be produced except such water as may be used by the owners and inhabitants from domestic purposes as reserved in Deed recorded in Book 314 of Deeds, Page 445. Parcel No. 8: The North half of the Northeast quarter of Section 7, Township 11 South, Range 11 East, Gila and Salt River Base and Meridian, Pima County, Arizona; Order No. 51009097-051-51-PK3 EXHIBIT A (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 7 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Except railroad right of way; Except therefrom that portion thereof lying within Old Casa Grande (Picacho) Highway; Except therefrom that portion thereof described as follows: Beginning at a point on the West line of the Northeast quarter of said Section 7, from whence the North quarter corner of said Section 7 bears North 00 degrees 13 minutes 10 seconds West, a distance of 935.23 feet; Thence South 00 degrees 13 minutes 10 seconds East, along said West line, a distance of 387.32 feet; Thence North 89 degrees 49 minutes 55 seconds East, along the South line of the Northwest quarter of Northeast quarter of said Section 7, a distance of 399.08 feet; Thence along a curve, concave Northeastward, with a radius of 8,344.37 feet, a distance of 536.49 feet to the POINT OF BEGINNING; Except therefrom that portion thereof described as follows: Beginning at the point of intersection of the Northeasterly right of way line of the Casa Grande-Tucson Interstate Highway 10, and the South line of the Northwest quarter of the Northeast quarter of said Section 7; Thence East along the South line of the Northwest quarter of the Northeast q of said Section 7, to the point of intersection of said South line and the Southwesterly right of way of the Picacho-Tucson Highway, F.I. 94; Thence Northwesterly along the Southwesterly right of way line of said Picacho-Tucson Highway, a distance of 300 feet; Thence Westerly parallel to the South line of the Northwest quarter of the Northeast quarter to a point on the Northeasterly line of the Casa Grande-Tucson Interstate Highway 10; Thence Southeasterly along the Northeasterly line of said Casa Grande-Tucson Interstate Highway to the POINT OF BEGINNING. Parcel No. 9: The Southeast quarter of the Northeast quarter of Section 7, Township 11 South, Range 11 East, Gila and Salt River Base and Meridian, Pima County, Arizona; Except therefrom that portion thereof lying within the right of way of the Southern Pacific Railroad; and Except therefrom that portion thereof lying within the Casa Grande Highway; and Except therefrom that portion thereof described as follows: Order No. 51009097-051-51-PK3 EXHIBIT A (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 8 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Beginning at a point on the South line of Southeast quarter of the Northeast quarter of said Section 7, from whence the Southwest corner of said Southeast quarter of the Northeast quarter of Section 7 bears South 89 degrees 53 minutes 00 seconds West, a distance of 17.23 feet; Thence North 89 degrees 53 minutes 00 seconds East, along the South line of the Southeast quarter of the Northeast quarter of said Section 7, a distance of 639.31 feet; Thence North 50 degrees 07 minutes 00 seconds West, a distance of 840.86 feet; Thence South 00 degrees 36 minutes 20 seconds East, a distance of 525.95 feet; Thence South 50 degrees 01 minutes 00 seconds East, a distance of 22.65 feet to the POINT OF BEGINNING. Parcel No. 10: The North half of the Northwest quarter of Section 8, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona. Parcel No. 11: That portion of Section 8, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona, more particularly described as follows: Commencing at the East quarter corner of said Section 8; Thence South 00 degrees 34 minutes 50 minutes East, along the East line of the Southeast quarter of said Section 8, a distance of 133.10 feet; Thence South 89 degrees 26 minutes 45 seconds West, parallel with and 133.10 feet South of the East-West midsection line of said Section 8, a distance of 1321.60 feet to a point on the East line of the Northwest quarter of the Southeast quarter of said Section 8 and the TRUE POINT OF BEGINNING; Thence continuing South 89 degrees 26 minutes 45 seconds West, parallel with and 133.10 feet South of said East-West midsection line, 1321.60 feet to a point on the North-South midsection line of said Section 8; Thence South 89 degrees 24 minutes 43 seconds West, parallel with and 133.10 feet South of said East-West midsection line, 1672.88 feet; Thence North 00 degrees 35 minutes 42 seconds West, parallel with and 972.06 feet East of the West line of the Northwest quarter of said Section 8, a distance of 1452.69 feet to a point on the North line of the South half of said Northwest quarter of Section 8; Thence North 89 degrees 23 minutes 08 seconds East, along said North line, 1672.89 feet to a point on said North-South midsection line of Section 8; Thence South 00 degrees 35 minutes 58 seconds East, along said North-South midsection line, 1320.36 feet to the center of said Section 8; Order No. 51009097-051-51-PK3 EXHIBIT A (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 9 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Thence North 89 degrees 26 minutes 45 seconds East, along said East-West midsection line, 1321.56 feet to the Northeast corner of said Northwest quarter of the Southeast quarter of Section 8; Thence South 00 degrees 33 minutes 45 seconds East, along the East line of said Northwest quarter of the Southeast quarter, 133.10 feet to the TRUE POINT OF BEGINNING. Parcel No. 12 That portion of Section 8, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona, more particularly described as follows: Commencing at the East quarter corner of said Section 8; Thence South 00 degrees 34 minutes 50 minutes East, along the East line of the Southeast quarter of said Section 8, a distance of 133.10 feet; Thence South 89 degrees 26 minutes 45 seconds West, parallel with and 133.10 feet South of the East-West midsection line of said Section 8, a distance of 1321.60 feet to a point on the East line of the Northwest quarter of the Southeast quarter of said Section 8 and the TRUE POINT OF BEGINNING; Thence continuing South 89 degrees 26 minutes 45 seconds West, parallel with and 133.10 feet South of said East-West midsection line, 1321.60 feet to a point on the North-South midsection line of said Section 8; Thence South 89 degrees 24 minutes 43 seconds West, parallel with and 133.10 feet South of said East-West midsection line, 1672.88 feet; Thence North 00 degrees 35 minutes 42 seconds West, parallel with and 972.06 feet East of the West line of the Northwest quarter of said Section 8, a distance of 1452.69 feet to a point on the North line of the South half of said Northwest quarter of Section 8; Thence South 89 degrees 23 minutes 08 seconds West, along said North line, 972.06 feet to a point on said West line of the Northwest quarter of Section 8; Thence South 00 degrees 35 minutes 42 seconds East, along said West line, 1203.98 feet to a point on the Northeasterly line of the Union Pacific Railroad Right-of-Way and the beginning of a non-tangent curve having a radius point which bears North 52 degrees 43 minutes 38 seconds East, 11,357.74 feet; Thence Southeasterly, along said right-of-way and said curve, through a central angle of 09 degrees 40 minutes 32 seconds, an arc distance of 1917.98 feet to a point on the South line of the North half of the Southwest quarter of said Section 8; Thence North 89 degrees 24 minutes 45 seconds East, along said South line, 1374.09 feet to the Southwest corner of said Northwest quarter of the Southeast quarter of Section 8; Order No. 51009097-051-51-PK3 EXHIBIT A (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 10 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Thence North 89 degrees 27 minutes 33 seconds East, along said South line of said Northwest quarter of the Southeast quarter, 1321.98 feet to the Southeast corner of said Northwest quarter of the Southeast quarter of Section 8; Thence North 00 degrees 33 minutes 45 seconds West, along said East line of the Northwest quarter of the Southeast quarter, 1186.36 feet to the TRUE POINT OF BEGINNING. Parcel No. 13: All that portion of the South half of the South half of Section 8, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona, lying Northeasterly of the Southern Pacific Railroad Right- of-Way. Parcel No. 14: All that portion of Section 16, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona, lying North and East of the Southern Pacific Railroad Right-of-Way. Parcel No. 15: All that portion of the Northeast quarter of Section 17, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, lying North and East of the Southern Pacific Railroad Right-of-Way. Parcel No. 16: All that portion of the Northeast quarter of Section 21, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, lying North and East of the Southern Pacific Railroad Right-of-Way. Parcel No. 17: The North 660 feet of the West 370 feet of the Northwest quarter of Section 22, Township 11 South, Range 11 East of the Gila and Salt River Base and Meridian, Pima County, Arizona; EXCEPT all minerals, ores and metals of every kind and character and all coal, asphaltum, oil, gases, fertilizers, fossils and other like substances in or under said land, as reserved in Patent recorded in Book 74 of Deeds, Page 53. Order No. 51009097-051-51-PK3 This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 11 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. SCHEDULE B PART I – REQUIREMENTS All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Com pany. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 5. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 6. The Proposed Policy Amount(s) must be increased to the full value of the estate or interest being insured, and any additional premium must be paid at that time. An Owner’s policy should reflect the purchase price or full value of the Land. A Loan Policy should reflect the loan amount or value of the property as collateral. Proposed Policy Amount(s) will be revised and prem iums charged consistent therewith when the final amounts are approved. 7. The Company will require that an Owner’s Affidavit be completed by the party(s) named below before the issuance of any policy of title insurance. Party(s): TMR Investors, LLC, an Arizona limited liability company The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit. 8. An inspection of said Land has been ordered; upon its completion the Company reserves the right to except additional items and/or make additional requirements. 9. Furnish a plat of an ALTA/NSPS Land Title Survey. If the own er of subject property is in possession of a current ALTA/NSPS Land Title Survey, this Company will require that said Survey be submitted for review and approval. Otherwise, a new survey, satisfactory to the Company, must be prepared by a registered land surveyor and supplied to the Company prior to the close of escrow. The Company reserves the right to except additional items and/or make additional requirements after review of such survey. Said Plat of Survey shall include the recommended certification and at the minimum, also have shown thereon Items 1, 2, 6, 8, 10, 11, 16, 18 and 19 from Table A thereof. Note: If an ALTA 3.1 Zoning Endorsement is requested, Items 7a, 7b, 7c and 9 of Table A will also be required. The number and type of parking spaces must be shown on the survey. Property use information must also be provided to Fidelity National Title Insurance Company. Order No. 51009097-051-51-PK3 SCHEDULE B PART I – Requirements (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 12 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 10. The name(s) of the proposed insured(s) was not furnished with the application for title insurance. Please provide the name(s) of the buyer(s) as soon as possible. The Company reserves the right to add additional items or make further requirements after review of the requested information. 11. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the entity nam ed below: Limited Liability Company: TMR Investors, LLC, an Arizona limited liability company a) A copy of its operating agreement, if any, and any and all amendments, supplements and/or modifications thereto, certified by the appropriate manager or member b) If a domestic Limited Liability Company, a copy of its Articles of Organization and all amendments thereto with the appropriate filing stamps c) If the Limited Liability Company is member-managed, a full and complete current list of members certified by the appropriate manager or member d) A current dated certificate of good standing from the proper governmental authority of the state in which the entity was created e) If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. 12. Furnish for recordation a partial release/reconveyance of deed of trust: Amount: $5,000,000.00 Dated: July 05, 2006 Trustor/Grantor: TMR Investors, LLC, an Arizona limited liability company Trustee: First American Title Insurance Company Beneficiary: TMR Funding, LLC, an Arizona limited liability company Recording Date: September 08, 2006 Recording No: Docket 12885, Page 4905 An agreement recorded December 15, 2015 in Recording No. 2015-3490440 which states that this instrument was subordinated to the document or interest described in the instrument Recording Date: December 15, 2015 Recording No.: 2015-3490439 Order No. 51009097-051-51-PK3 SCHEDULE B PART I – Requirements (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 13 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. An agreement to modify the terms and provisions of said deed of trust as therein provided Recording Date: February 01, 2016 Recording No: 2016-0320549 (Parcel No. 1, 2, 3, 4, 8, 9, 10, 11, 12, 13, 14,15, 16, 17) 13. Furnish for recordation a partial release/reconveyance of deed of trust: Amount: $9,040,000.00 Dated: May 29, 2013 Trustor/Grantor: TMR Investors, LLC, an Arizona limited liability company Trustee: Chicago Title Insurance Company, a Missouri corporation Beneficiary: TMR Mezzanine Funding, LLC, an Arizona limited liability company Recording Date: October 23, 2013 Recording No: 2013-2960370 An agreement recorded December 15, 2015 in Recording No. 2015-3490441 which states that this instrument was subordinated to the document or interest described in the instrument Recording Date: December 15, 2015 Recording No.: 2015-3490439 An agreement to modify the terms and provisions of said deed of trust as therein provided Recording Date: February 01, 2016 Recording No: 2016-0320550 (Parcel No. 1, 2, 3, 4, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17) 14. Furnish for recordation a partial release/reconveyance of deed of trust: Amount: $5,000,000.00 Dated: December 08, 2015 Trustor/Grantor: TMR Investors, LLC, an Arizona limited liability company Trustee: Chicago Title Agency, an Arizona corporation Beneficiary: Lund Investment Partnership III, a California General Partnership Recording Date: December 15, 2015 Recording No: 2015-3490439 (Parcel No. 1, 2, 3, 4, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17) Order No. 51009097-051-51-PK3 SCHEDULE B PART I – Requirements (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 14 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 15. Please be advised that our search did not disclose any open Deeds of Trust of record. If you should have knowledge of any outstanding obligation, please contact the Title Department immediately for further review prior to closing. Upon confirmation by the owner of no open Deeds of Trust or Mortgages encumbering the Land described herein, furnish the Company an owner’s Affidavit of no open Deed of Trust(s). (Parcel No. 5 through 7) 16. Intentionally Deleted 17. Furnish for recordation a deed as set forth below: Type of deed: Warranty Deed Grantor(s): TMR INVESTORS, LLC, an Arizona limited liability company Grantee(s): TBD 18. Furnish for recordation a deed of trust, securing an indebtedness, Executed by: TBD Beneficiary: TBD Amount: $TBD 19. For each policy to be issued as identified in Schedule A, Item 2; the Company shall not be liable under this commitment until it receives a designation for a Proposed Insured, acceptable to the Company. As provided in Commitment Condition 4, the Company may amend this commitment to add, among other things, additional exceptions or requirements after the designation of the Proposed Insured. Tax Note: Year: 2018 Tax Parcel No: 217-06-001C Total Tax: $1,378.37 First Installment Amount: $Paid Second Installment Amount: $Paid Parcel No. 1 Tax Note: Year: 2018 Tax Parcel No: 217-06-001F Total Tax: $10.35 First Installment Amount: $10.35 Paid Second Installment Amount: $0.00 Parcel No. 2 Order No. 51009097-051-51-PK3 SCHEDULE B PART I – Requirements (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 15 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Tax Note: Year: 2018 Tax Parcel No: 217-06-001G Total Tax: $11.42 First Installment Amount: $11.42 Paid Second Installment Amount: $0.00 Parcel No. 3 Tax Note: Year: 2018 Tax Parcel No: 217-06-001H Total Tax: $10.35 First Installment Amount: $10.35 Paid Second Installment Amount: $0.00 Parcel No. 4 Tax Note: Year: 2018 Tax Parcel No: 217-07-003C Total Tax: $972.15 First Installment Amount: $Paid Second Installment Amount: $Paid Parcel Nos. 5 through 7 Tax Note: Year: 2018 Tax Parcel No: 217-07-001A Total Tax: $1,846.54 First Installment Amount: $Paid Second Installment Amount: $Paid Parcel No. 8 Tax Note: Year: 2018 Tax Parcel No: 217-07-0020 Total Tax: $10.35 First Installment Amount: $10.35 Paid Second Installment Amount: $0.00 Parcel No. 9 Order No. 51009097-051-51-PK3 SCHEDULE B PART I – Requirements (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 16 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Tax Note: Year: 2018 Tax Parcel No: 217-08-0030 Total Tax: $11.42 First Installment Amount: $11.42 Paid Second Installment Amount: $0.00 Parcel No. 10 Tax Note: Year: 2018 Tax Parcel No: 217-08-004C Total Tax: $12.24 First Installment Amount: $12.24 Paid Second Installment Amount: $0.00 Parcel No. 11 Tax Note: Year: 2018 Tax Parcel No: 217-08-004D Total Tax: $13.61 First Installment Amount: $13.61 Paid Second Installment Amount: $0.00 Parcel No. 12 Tax Note: Year: 2018 Tax Parcel No: 217-08-0060 Total Tax: $13.10 First Installment Amount: $13.10 Paid Second Installment Amount: $0.00 Parcel No. 13 Tax Note: Year: 2018 Tax Parcel No: 217-16-001A Total Tax: $69.52 First Installment Amount: $69.52 Paid Second Installment Amount: $0.00 Parcel No. 14 Order No. 51009097-051-51-PK3 SCHEDULE B PART I – Requirements (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 17 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Tax Note: Year: 2018 Tax Parcel No: 217-17-0010 Total Tax: $11.42 First Installment Amount: $11.42 Paid Second Installment Amount: $0.00 Parcel No. 15 Tax Note: Year: 2018 Tax Parcel No: 217-25-001A Total Tax: $10.35 First Installment Amount: $10.35 Paid Second Installment Amount: $0.00 Parcel No. 16 Tax Note: Year: 2018 Tax Parcel No: 217-27-0030 Total Tax: $12.64 First Installment Amount: $12.64 Paid Second Installment Amount: $0.00 Parcel No. 17 END OF SCHEDULE B, PART I–REQUIREMENTS Order No. 51009097-051-51-PK3 This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. SCHEDULE B PART II – EXCEPTIONS THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: A. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I—Requirements are met. 1. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the year 2019. 2. Any rights, liens, claims or equities, if any, in favor of Cortaro Water Users Association. (Affects Parcel No. 1, 3, 4, 8, 9, 10, 11, 12,13, 15, 16, 17) 3. Any rights, liens, claims or equities, if any, in favor of Cortaro Marana Irrigation District. (Affects Parcel No. 1, 3, 4, 8, 9, 10, 11, 12,13, 15, 16, 17) 4. Reservations contained in the Patent From: The United States of America Recording Date: July 23, 1908 Recording No: Book 44 of Deeds, Page 413 Which among other things recites as follows: Subject to any vested and accrued water rights for mining, agricultural, manufacturing, or other purposes and rights to ditches and reservoirs used in connection with such water rights, as may be recognized and acknowledged by the local customs, laws and decisions of the courts, and the reservation from the lands hereby granted, a right of way thereon for ditches or canals constructed by the authority of the United States. (Affects Parcel No. 1, 2, 3, 4, 7, 8, 9, 10, 11, 12 Section 6) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 2 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 5. Reservations contained in the Patent From: The United States of America Recording Date: May 18, 1916 Recording No: Book 61 of Deeds, Page 344 Which among other things recites as follows: Subject to any vested and accrued water rights for mining, agricultural, manufacturing, or other purposes and rights to ditches and reservoirs used in connection with such water rights, as may be recognized and acknowledged by the local customs, laws and decisions of the courts, and the reservation from the lands hereby granted, a right of way thereon for ditches or canals constructed by the authority of the United States. (Affects Parcel No. 5, 6 Section 7) 6. Reservations contained in the Patent From: The United States of America Recording Date: October 29, 1926 Recording No: Book 111 of Deeds, Page 369 Which among other things recites as follows: Subject to any vested and accrued water rights for mining, agricultural, manufacturing, or other purposes and rights to ditches and reservoirs used in connection with such water rights, as may be recognized and acknowledged by the local customs, laws and decisions of the courts, and the reservation from the lands hereby granted, a right of way thereon for ditches or canals constructed by the authority of the United States. (Affects Parcel No. 13 - Section 8 Township 11 South Range 11 East) 7. Reservations contained in the Patent From: The United States of America Recording Date: October 29, 1926 Recording No: Book 52 of Deeds, Page 375 Which among other things recites as follows: Subject to any vested and accrued water rights for mining, agricultural, manufacturing, or other purposes and rights to ditches and reservoirs used in connection with such water rights, as may be recognized and acknowledged by the local customs, laws and decisions of the courts, and the reservation from the lands hereby granted, a right of way thereon for ditches or canals constructed by the authority of the United States. (Affects Parcel No. 15 - Section 17 Township 11 South Range 11 East) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 3 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 8. Reservations contained in the Patent From: The United States of America Recording Date: May 08, 1916 Recording No: Book 61 of Deeds, Page 302 Which among other things recites as follows: Subject to any vested and accrued water rights for mining, agricultural, manufacturing, or other purposes and rights to ditches and reservoirs used in connection with such water rights, as may be recognized and acknowledged by the local customs, laws and decisions of the courts, and the reservation from the lands hereby granted, a right of way thereon for ditches or canals constructed by the authority of the United States. (Affects Parcel No. 16) 9. Reservations contained in the Patent From: State of Arizona Recording Date: November 21, 1919 Recording No: Book 74 of Deeds, Page 53 Which among other things recites as follows: Subject to any and all easements or rights of way heretofore legally obtained and now in full force and effect. (Affects Parcel No. 17) 10. The right of entry to prospect for, mine and remove the minerals excepted from the description of said Land in Schedule A. (Affects Parcel No. 17) 11. Water rights, claims or title to water, whether or not disclosed by the public records. (Affects All Parcels) 12. Easement(s) for the purpose(s) shown below and rights incid ental thereto as set forth in a document: Purpose: communication facilities Recording Date: January 13, 1912 Recording No: Book 52 of Deeds, Page 141 (Affects Parcel No. 1, 2, 3, 4, 7, 8, 9, 10, 11, 12, 13) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 4 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 13. Easement(s) for the purpose(s) shown below and rights incid ental thereto as set forth in a document: Purpose: communication facilities Recording Date: July 20, 1912 Recording No: Book 52 of Deeds, Page 348 (Affects Parcel No. 1, 2, 3, 4, 7, 8, 9, 11, 12, 13, 17) 14. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: highway Recording Date: January 17, 1931 Recording No: Book 44 of Miscellaneous, Page 8 (Affects Parcel No. 1, 2, 3, 4, 8, 9, 11, 12, 13) 15. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: gas pipelines and facilities Recording Date: November 25, 1933 Recording No: Book 51 of Miscellaneous, Page 185 and Recording No: Book 51 of Miscellaneous, Page 275 and Recording No: Book 51 of Miscellaneous, Page 304 and thereafter Partially Release Recording Date: November 16, 1960 Recording No: Docket 1698, Page 277 (Affects Parcel No. 1, 2, 3, 4, 7, 8, 9, 11, 12, 13, 15, 16, 17) 16. The effect of Deed from Western Gas Company to El Paso Natural Gas Company recorded July 02, 1936 in Book 190 of Deeds, Page 544. (Affects Parcel No. 1, 3, 4, 8, 9, 10, 11, 12, 13, 15, 16 17) 17. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: electrical facilities Recording Date: January 13, 1946 Recording No: Book 76 of Miscellaneous, Page 580 (Affects Parcel No. 1,2, 3, 4, 7, 8, 9) 18. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: communication facilities Recording Date: March 20, 1947 Recording No: Book 108 of Miscellaneous, Page 301 (Affects Parcel No. 1, 2, 3, 4, 7, 8, 9, 11, 12, 13) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 5 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 19. Easement(s) for the purpose(s) shown below and rights incid ental thereto as set forth in a document: Purpose: use and enjoyment Recording Date: July 02, 1936 Recording No: Book 226 of Deeds, Page 618 (Affects Parcel No. 1, 2, 8, 9, 10, 11, 12, 13, 15, 16) 20. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: highway Recording Date: August 15, 1949 Recording No: Docket 189, Page 228 (Affects Parcel No.1, 2, 3, 4, 8, 9, 11, 12) 21. The right of the State of Arizona to prohibit, limit, control or restrict access to Highway Intestate I-10, as set forth in the document Recording Date: July 26, 1961 Recording No: Docket 1807, Page 563; and Recording No: Docket 1807, Page 565; and Recording No: Docket 1807, Page 568; and Recording No: Docket 1807, Page 570; and Recording Date: July 03, 1964 Recording No: Docket 2322, Page 360 and Recording Date: October 06, 1964 Recording No: Docket 2344, Page 268 and Recording Date: April 05, 1964 Recording No: Docket 2464, Page 217 (Affects Parcel No. 1, 2, 3, 4, 8, 9, 11, 12, 13, 15, 16) 22. Matters contained in that certain document Entitled: Joint Resolution between Cortraro-Marana Irrigation District and Cortraro-Marana Water Users Association Recording Date: December 12, 1977 Recording No: Docket 5670, Page 603 Reference is hereby made to said document for full particulars. (Affects Parcel No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 6 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 23. A resolution in favor of Pima County Board of Supervisors (Resolution No. 1997-71) For: use of appropriated water Recording Date: April 18, 1997 Recording No: Docket 10527, Page 1726 (Affects Parcel No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17) 24. Matters contained in that certain document Entitled: Town of Marana General Plan Recording Date: April 22, 1997 Recording No: Docket 10529, Page 1892 Reference is hereby made to said document for full particulars. (Affects Parcel No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17) 25. Matters contained in that certain document Entitled: Marana Ordinance No. 99.10, approving a Rezone Recording Date: April 23, 1999 Recording No: Docket 11032, Page 1212 Reference is hereby made to said document for full particulars. (Affects Parcel No. 1, 2, 3, 4, 5, 6, 7, 8, 9) 26. Matters contained in that certain document Entitled: Grant of Easement for pipelines and access Recording Date: April 29, 2005 Recording No: Docket 12542, Page 12794 Reference is hereby made to said document for full particulars. (Affects Parcel No. 1, 2, 3, 4, 8, 9, 10, 11, 12, 13) 27. Matters contained in that certain document Entitled: Ordinance Number 2007-32 Recording Date: April 16, 2007 Recording No: Docket 13034, Page 790 Reference is hereby made to said document for full particulars. (Affects Parcel No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 17) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 7 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 28. Matters contained in that certain document Entitled: Consent to Conditions of Rezoning and Waiver of Claims for Possible Diminution of Value Recording Date: June 01, 2007 Recording No: Docket 13067, Page 1236 Reference is hereby made to said document for full particulars. (Affects Parcel No. 1, 2, 3, 4, 8, 9, 10, 11, 12, 13, 15, 16, 17) 29. Matters contained in that certain document Entitled: Marana Ordinance No. 2007-09, Rezoning Recording Date: June 01, 2007 Recording No: Docket 13067, Page 1240 and Waiver of Claims for Possible Diminution of Value Recording No: December 22, 2017 Recording No: 2017-3560115 Recording No: 2017-3560116 Recording No: 2017-3560117 and Waiver of Claims for Possible Diminution of Value Recording Date: March 09, 2018 Recording No: 2018-0680061 Reference is hereby made to said document for full particulars. (Affects Parcel No. 1, 2, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17) 30. Rights, easements, interest or title of the Railroad Company hereinafter set forth, as to any portion of said Land lying within the lines of the right-of-way granted to said Railroad. Railroad: Southern Pacific Railroad (Affects Parcel No. 3, 12, 13, 15, 16) 31. Any outstanding liabilities and obligations, including unpaid assessments, imposed upon said Land by reason of inclusion thereof within the boundaries of the Cortaro Water User’s Association recorded in Book 107 of Miscellaneous, Page 151. (Affects Parcel No. 5 through 7) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 8 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 32. Matters contained in that certain document Entitled: Deed Recording Date: December 26, 1961 Recording No: Docket 1872, Page 373 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) 33. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: roadway and public utilities Recording Date: January 17, 1975 Recording No: Docket 4936, Page 251 (Affects Parcel No. 5) 34. Matters contained in that certain document Entitled: Annexation Petition Recording Date: January 18, 1989 Recording No: Docket 8456, Page 812; and Recording Date: February 16, 1989 Recording No: Docket 8476, Page 2057 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) 35. Matters contained in that certain document Entitled: Ordinance No 89.09 Recording Date: May 16, 1989 Recording No: Docket 8538, Page 776 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) 36. Matters contained in that certain document Entitled: Ordinance No 89-16 Recording Date: June 29, 1989 Recording No: Docket 8569, Page 1379 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 9 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 37. Matters contained in that certain document Entitled: Resolution of the Northwest Fire District Recording Date: October 23, 1998 Recording No: Docket 10908, Page 837 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) 38. Matters contained in that certain document Entitled: Ordinance No 99.06 Recording Date: March 19, 1999 Recording No: Docket 11007, Page 692 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) 39. Matters contained in that certain document Entitled: Ordinance No 99.16 Recording Date: June 11, 1999 Recording No: Docket 11066, Page 508 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7, 8, 9, 10, 11, 12, 13, 15, 16, 17) 40. Matters contained in that certain document Entitled: Ordinance No 2001.9 Recording Date: October 18, 2001 Recording No: Docket 11657, Page 2167 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) 41. Matters contained in that certain document Entitled: Marana/I-10 Community Facilities District Resolution No 2005-01 Recording Date: April 07, 2005 Recording No: Docket 12526, Page 142 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 10 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 42. Matters contained in that certain document Entitled: Town of Marana Resolution No 2005-31 Recording Date: April 07, 2005 Recording No: Docket 12526, Page 154 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) 43. Matters contained in that certain document Entitled: Affidavit of Disclosure Recording Date: August 24, 2018 Recording No: 2018-2360556 Reference is hereby made to said document for full particulars. (Affects Parcel No. 5 through 7) 44. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: communication facilities Recording Date: November 02, 1946 Recording No: Book 103 of Miscellaneous, Page 225 and thereafter Release of Easement Recording Date: January 06, 1999 Recording No: Docket 10957, Page 843; and Release of Easement Recording Date: May 02, 2016 Recording No: 2016-1230401 (Affects Parcel No. 8, 9, 15, 16, 17) 45. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: pipe lines Recording Date: August 12, 1955 Recording No: Docket 878, Page 291 (Affects Parcel No. 8, 9) 46. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: gas pipe lines Recording Date: June 09, 1960 Recording No: Docket 1622, Page 222 (Affects Parcel No. 8, 9) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 11 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 47. Easement(s) for the purpose(s) shown below and rights incid ental thereto as set forth in a document: Purpose: roadway and public utilities Recording Date: December 23, 1974 Recording No: Docket 4919, Page 555 (Affects Parcel No. 8, 9) 48. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: billboard signs Recording Date: September 30, 2005 Recording No: Docket 12650, Page 11504 (Affects Parcel No. 8, 9, 10, 11, 12, 13) 49. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: pipe lines Recording Date: January 18, 1954 Recording No: Docket 678, Page 53 (Affects Parcel No. 10, 11, 12) 50. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: communication facilities Recording Date: July 19, 1947 Recording No: Docket 3, Page 106 (Affects Parcel No. 11, 12, 13) 51. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: gas pipe line, telephone lines power transmission line and road Recording Date: January 20, 1954 Recording No: Docket 679, Page 75 (Affects Parcel No. 11, 12) 52. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: Purpose: perpetual right-of-way Recording Date: January 04, 1952 Recording No: Docket 417, Page 241 (Affects Parcel No. 16) Order No. 51009097-051-51-PK3 SCHEDULE B PART II – EXCEPTIONS (Continued) This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I— Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. 27C165 Commitment for Title Insurance (Adopted 6-17-06 Revised 08-01-2016) Page 12 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 53. Easement(s) for the purpose(s) shown below and rights incid ental thereto as set forth in a document: Purpose: pipe lines Recording Date: July 29, 1955 Recording No: Docket 873, Page 146 (Affects Parcel No. 16) 54. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records. 55. Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquir y of the parties in possession thereof. END OF SCHEDULE B, PART II – EXCEPTIONS Wire Fraud Alert Page 1 Original Effective Date: 5/11/2017 Current Version Date: 5/11/2017 WIRE0016 (DSI Rev. 12/07/17) TM and © Fidelity National Financial, Inc. and/or an affiliate. All rights reserved Wire Fraud Alert This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer. All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following nonǦexclusive selfǦprotection strategies are recommended to minimize exposure to possible wire fraud. •NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. •ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. •USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. •USE MULTI-FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wireǦfraud scams or to report an incident, please refer to the following links: Federal Bureau of Investigation: Internet Crime Complaint Center: http://www.fbi.gov http://www.ic3.gov FNF Privacy Statement (Eff. 5/1/2015) Last Updated May 1, 2018 Copyright © 2018. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 4/23/18) Page 1 Order No. 51009097-051-51-PK3 FIDELITY NATIONAL FINANCIAL, INC. PRIVACY NOTICE Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, “FNF,” “our,” or “we”) respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. Types of Information Collected We may collect two types of information from you: Personal Information and Browsing Information. Personal Information. FNF may collect the following categories of Personal Information: • contact information (e.g., name, address, phone number, email address); • demographic information (e.g., date of birth, gender, marital status); • identity information (e.g., Social Security Number, driver’s license, passport, or other government ID number); • financial account information (e.g., loan or bank account information); and • other personal information necessary to provide products or services to you. Browsing Information. FNF may automatically collect the following types of Browsing Information when you access an FNF website, online service, or application (each an “FNF Website”) from your Internet browser, computer, and/or mobile device: • Internet Protocol (IP) address and operating system; • browser version, language, and type; • domain name system requests; and • browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website How Personal Information is Collected We may collect Personal Information about you from: • information we receive from you on applications or other forms; • information about your transactions with FNF, our affiliates, or others; and • information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. How Browsing Information is Collected If you visit or use an FNF Website, Browsing Information may be collected during your visit. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Cookies. When you visit an FNF Website, a “cookie” may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer’s hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to “Do Not Track” features enabled through your browser. Links to Other Sites. FNF Websites may contain links to other websites. FNF is not responsible for the privacy practices or the content of any of those other websites. We advise you to read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for three main purposes: • To provide products and services to you or in connection with a transaction involving you. • To improve our products and services. • To communicate with you about our, our affiliates’, and third parties’ products and services, jointly or independently. When Information Is Disclosed We may make disclosures of your Personal Information and Browsing Information in the following circumstances: • to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; • to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions; FNF Privacy Statement (Eff. 5/1/2015) Last Updated May 1, 2018 Copyright © 2018. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 4/23/18) Page 2 Order No. 51009097-051-51-PK3 • to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you; • to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or • in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public. The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings. Please see “Choices With Your Information” to learn the disclosures you can restrict. Security of Your Information We maintain physical, electronic, and procedural safeguards to guard your Personal Information. We limit access to nonpublic personal information about you to employees who need to know that information to do their job. When we provide Personal Information to others as discussed in this Privacy Notice, we expect that they process such information in compliance with our Privacy Notice and in compliance with applicable privacy laws. Choices With Your Information If you do not want FNF to share your information with our affiliates to directly market to you, you may send an “opt out” request by email, phone, or physical mail as directed at the end of this Privacy Notice. We do not share your Personal Information with nonaffiliates for their use to direct market to you. Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. For California Residents: We will not share your Personal Information and Browsing Information with nonaffiliated third parties, except as permitted by California law. For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 934-3354 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: BCPINFO@ag.state.nv.us. For Oregon Residents: We will not share your Personal Information and Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For Vermont Residents: We will not share information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Information From Children The FNF Websites are meant for adults and are not intended or designed to attract persons under the age of eighteen (18).We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. International Users FNF’s headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence for any of the purposes described in this Privacy Notice. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortgage Loans Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the “Service Websites”). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender’s privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or FNF Privacy Statement (Eff. 5/1/2015) Last Updated May 1, 2018 Copyright © 2018. Fidelity National Financial, Inc. All Rights Reserved MISC0219 (DSI Rev. 4/23/18) Page 3 Order No. 51009097-051-51-PK3 lender’s privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except (1) as required or authorized by contract with the mortgage loan servicer or lender, or (2) as required by law or in the good-faith belief that such disclosure is necessary to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public. Your Consent To This Privacy Notice; Notice Changes By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The revised Privacy Notice, showing the new revision date, will be posted on the FNF Website. Each time you provide information to us following any amendment of this Privacy Notice, your provision of information to us will signify your assent to and acceptance of the terms of the revised Privacy Notice for all previously collected information and information collected from you in the future. We may use comments, information or feedback that you submit to us in any manner that we may choose without notice or compensation to you. Accessing and Correcting Information; Contact Us If you have questions, would like to access or correct your Personal Information, or want to opt-out of information sharing for affiliate marketing, send your requests via email to privacy@fnf.com, by phone to (888) 934-3354, or by mail to: Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: Chief Privacy Officer Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/03/09) (HI-FNF Rev. 06/08/09) ATTACHMENT ONE (01-01-08) AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: • land use • improvements on the land • land division • environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: • a notice of exercising the right appears in the public records on the Policy Date • the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking. 3. Title Risks: • that are created, allowed, or agreed to by you • that are known to you, but not to us, on the Policy Date—unless they appeared in the public records • that result in no loss to you • that first affect your title after the Policy Date—this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: • to any land outside the area specifically described and referred to in Item 3 of Schedule A OR • in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks In addition to the Exclusions, you are not insured against loss, costs, attorneys’ fees, and the expenses resulting from: 1. Any rights, interests, or claims of parties in possession of the land not shown by the public records. 2. Any easements or liens not shown by the public records. This does not limit the lien coverage in Item 8 of Covered Title Risks. 3. Any facts about the land which a correct survey would disclose and which are not shown by the public records. This does not limit the forced removal coverage in Item 12 of Covered Title Risks. 4. Any water rights or claims or title to water in or under the land, whether or not shown by the public records. ATTACHMENT ONE (CONTINUED) Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/03/09) (HI-FNF Rev. 06/08/09) FORMERLY AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92) WITH A.L.T.A. ENDORSEMENT–FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine or equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. ATTACHMENT ONE (CONTINUED) Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/03/09) (HI-FNF Rev. 06/08/09) 2006 AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. ATTACHMENT ONE (CONTINUED) Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/03/09) (HI-FNF Rev. 06/08/09) FORMERLY AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage Policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. ATTACHMENT ONE (CONTINUED) Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/03/09) (HI-FNF Rev. 06/08/09) 2006 AMERICAN LAND TITLE ASSOCIATION OWNER’S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. ATTACHMENT ONE (CONTINUED) Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/03/09) (HI-FNF Rev. 06/08/09) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning: a. building b. zoning c. Land use d. improvements on Land e. land division f. environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it, unless: a. notice of exercising the right appears in the Public Records at the Policy Date; or b. the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records. b. that are Known to You at the Policy Date, but not to Us, unless they appear in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date—this does not limit the coverage described in Covered Risk 7, 8.d., 22, 23, 24 or 25. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows: • For Covered Risk 14, 15, 16, and 18, Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 14: 1% of Policy Amount or $2,500.00 (whichever is less) $10,000.00 Covered Risk 15: 1% of Policy Amount or $5,000.00 (whichever is less) $25,000.00 Covered Risk 16: 1% of Policy Amount or $5,000.00 (whichever is less) $25,000.00 Covered Risk 18: 1% of Policy Amount or $2,500.00 (whichever is less) $5,000.00 ATTACHMENT ONE (CONTINUED) Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/03/09) (HI-FNF Rev. 06/08/09) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (01-01-08) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date—this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows: • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) $10,000.00 Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) $25,000.00 Covered Risk 19: 1% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) $25,000.00 Covered Risk 21: 1% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) $5,000.00 ATTACHMENT ONE (CONTINUED) Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/03/09) (HI-FNF Rev. 06/08/09) ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvements now or hereafter erected on the Land; (iii) a separation in ownership or a change in the dimensions or areas of the Land or any parcel of which the Land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 12, 13, 14 and 16 of this policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records a Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 12, 13, 14, and 16 of this policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the Public Records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without Knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (this paragraph does not limit the coverage provided under Covered Risks 8, 16, 18, 19, 20, 21, 22, 23, 24, 25 and 26); or (e) resulting in loss or damage which would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of the Insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the Land is situated. 5. Invalidity or unenforceability of the lien of the Insured Mortgage, or claim thereof, which arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, except as provided in Covered Risk 27, or any consumer credit protection or truth-in-lending law. 6. Real property taxes or assessments of any governmental authority which become a lien on the Land subsequent to date of Policy. This exclusion does not limit the coverage provided under Covered Risks 7, 8(e) and 26. 7. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This exclusion does not limit the coverage provided in Covered Risk 8. 8. Lack of priority of the lien of the Insured Mortgage as to each and every advance made after Date of Policy, and all interest charged thereon, over liens, encumbrances and other matters affecting the title, the existence of which are Known to the Insured at: (a) The time of the advance; or (b) The time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged, if the rate of interest is greater as a result of the modification than it would have been before the modification. This exclusion does not limit the coverage provided in Covered Risk 8. 9. The failure of the residential structure, or any portion thereof to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at Date of Policy. ATTACHMENT ONE (CONTINUED) Attachment One (01/01/08) – AZ and HI (AZ-FNF Rev. 05/30/09) (HI-FNF Rev. 06/08/09) 51009097-438c5911-f406-11e8-bbaf-005056894df8.PRE ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (01-01-08) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 5JUMF3FQPSUGPS1SPQFSUZ-PDBUFE8JUIJO1JOBM$PVOUZ This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by ** ERROR RETRIEVING DATA **. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 1 ALTA Commitment for Title Insurance ISSUED BY First American Title Insurance Company Commitment File No. 3675TAZ COMMITMENT FOR TITLE INSURANCE Issued By FIRST AMERICAN TITLE INSURANCE COMPANY NOTICE IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. THE COMPANY’S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSE D INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON. COMMITMENT TO ISSUE POLICY Subject to the Notice; Schedule B, Part I—Requirements; Schedule B, Part II—Exceptions; and the Commitment Conditions, First American Title Insurance Company, a Nebraska Corporation (the “Company”), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured. If all of the Schedule B, Part I—Requirements have not been met within six months after the Commitment Date, this Commitment terminates and the Company’s liability and obligation end. Countersigned Thomas Title and Escrow Agency By: Authorized Signature If this jacket was created electronically, it constitutes an original document. COMMITMENT CONDITIONS 1. DEFINITIONS (a) “Knowledge” or “Known”: Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) “Land”: The land described in Schedule A and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) “Mortgage”: A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law. (d) “Policy”: Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment. (e) “Proposed Insured”: Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment. (f) “Proposed Policy Amount”: Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment. (g) “Public Records”: Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) “Title”: The estate or interest described in Schedule A. 2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company’s liability and obligation end. 3. The Company’s liability and obligation is limited by and this Commitment is not valid without: (a) the Notice; (b) the Commitment to Issue Policy; (c) the Commitment Conditions; (d) Schedule A; (e) Schedule B, Part I—Requirements; (f) Schedule B, Part II—Exceptions; and (g) a counter-signature by the Company or its issuing agent that may be in electronic form. 4. COMPANY’S RIGHT TO AMEND The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment. 5. LIMITATIONS OF LIABILITY (a) The Company’s liability under Commitment Condition 4 is limited to the Proposed Insured’s actual expense incurred in the interval between the Company’s delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured’s good faith reliance to: (i) comply with the Schedule B, Part I—Requirements; (ii) eliminate, with the Company’s written consent, any Schedule B, Part II—Exceptions; or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (d) The Company’s liability shall not exceed the lesser of the Proposed Insured’s actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction of the Company. (g) In any event, the Company’s liability is limited by the terms and provisions of the Policy. 6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company. (f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company’s only liability will be under the Policy. 7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company’s agent only for the limited purpose of issuing title insurance commitments and policies. Th e issuing agent is not the Company’s agent for the purpose of providing closing or settlement services. 8. PRO-FORMA POLICY The Company may provide, at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the Company may provide. A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured, nor is it a commitment to insure. 9. ARBITRATION The Policy contains an arbitration clause. All arbitrable matters when the Proposed Policy Amount is $2,000,000 or less shall be arbitrated at the option of either the Company or the Proposed Insured as the exclusive remedy of the parties. A Proposed Insured may review a copy of the arbitration rules at http://www.alta.org/arbitration. Transaction Identification Data for reference only: Issuing Agent: Thomas Title and Escrow Agency Issuing Office: Thomas Title and Escrow Agency (Scottsdale) Issuing Office's ALTA Registry ID: Commitment Number: Amended Issuing Office File Number: 3675TAZ Escrow Officer: Cathy Criner Title Officer: Teri Guevara This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Commitment for Title Insurance (8-1-2016) Technical Correction 4-2-2018 Schedule A Page 4 COMMITMENT FOR TITLE INSURANCE Issued by First American Title Insurance Company SCHEDULE A 1. Commitment Date: August 16, 2019, 05:00 pm 2. Policy to be issued: (a) 2006 ALTA® Extended Coverage Owner's Policy Proposed Insured: To be determined Proposed Policy Amount: $0.00 (b) 2006 ALTA® Loan Policy Extended Coverage Proposed Insured: To be determined Proposed Policy Amount: $0.00 3A. The estate or interest in the land described in this Commitment and covered herein is Fee Simple and title thereto is at the effective date hereof vested in: TMR Investors, LLC, an Arizona limited liability company 3B. Title to the estate herein described upon issuance of the Policy shall be vested in: To be determined 4. The proposed mortgage and assignment(s) thereof, if any, are described as follows: a. Deed of Trust given to secure an indebtedness in the original principal amount shown therein, together with any and all other obligations secured thereby: Trustor: To be determined Beneficiary: To be determined Amount: $0.00 Trustee: Thomas Title and Escrow Agency 5. The land referred to in this Commitment is described as follows: SEE ATTACHED EXHIBIT "A" File No: 3675TAZ Amendment No: Amended This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Commitment for Title Insurance (8-1-2016) Technical Correction 4-2-2018 Schedule A Page 5 EXHIBIT "A" PARCEL NO. 1: ALL OF LOTS 11, 12, 13, 17, 18, 19, AND 20 AND PARTS OF LOTS 14, 15, 16, AND 21, ALL IN SECTION 31, TOWNSHIP 10 SOUTH, RANGE 11 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, PINAL COUNTY, ARIZONA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID SECTION 31; THENCE SOUTH 89 DEGREES 46 MINUTES 42 SECONDS WEST ALONG THE SOUTH LINE OF SAID SECTION 31, A DISTANCE OF 127.05 FEET; CONTINUE THENCE ALONG SAID SOUTH LINE SOUTH 89 DEGREES 47 MINUTES 41 SECONDS WEST, A DISTANCE OF 2657.61 FEET; CONTINUE THENCE ALONG SAID SOUTH LINE SOUTH 89 DEGREES 33 MINUTES 20 SECONDS WEST, A DISTANCE OF 348.65 FEET; THENCE NORTH 37 DEGREES 32 MINUTES 27 SECONDS WEST, A DISTANCE OF 3760.98 TO A POINT ON THE WEST LINE OF SAID SECTION 31; THENCE NORTH 00 DEGREES 09 MINUTES 29 SECONDS EAST ALONG THE WEST LINE OF SAID SECTION 31, A DISTANCE OF 514.39 FEET TO THE NORTHWEST CORNER OF LOT 14 OF SAID SECTION 31; THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST ALONG THE NORTH LINE OF LOTS 14, 13, 12, AND 11 OF SAID SECTION 31, A DISTANCE OF 5414.71 FEET TO A POINT ON THE EAST LINE OF SAID SECTION 31; THENCE SOUTH 00 DEGREES 07 MINUTES 48 SECONDS EAST ALONG THE EAST LINE OF SAID SECTION 31, A DISTANCE OF 3521.80 TO THE POINT OF BEGINNING; EXCEPTING AND RESERVING TO THE UNITED STATE ALL THE COAL AND OTHER MINERALS IN THE LANDS SO ENTERED AND PATENTED, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 12, 1916 (39 STAT.862) AS SET FORTH IN THE PATENT RECORDED IN BOOK 71 OF DEEDS, PAGE 225. PARCEL NO. 2: ALL THAT PART OF SECTION 31, TOWNSHIP 10 SOUTH, RANGE 11 EAST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, PINAL COUNTY, ARIZONA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SECTION 31; THENCE NORTH 89 DEGREES 33 MINUTES 20 SENCONDS EAST ALONG THE SOUTH LINE OF SAID SECTION 31, A DISTANCE OF 1832 FEET TO THE TRUE POINT OF BEGINNING; File No: 3675TAZ Amendment No: Amended This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Commitment for Title Insurance (8-1-2016) Technical Correction 4-2-2018 Schedule A Page 6 THENCE CONTINUING NORTH 89 DEGREES 33 MINUTES 20 SECONDS EAST ALONG THE SOUTH LINE OF SECTION 31, A DISTANCE OF 468.00 FEET; THENCE NORTHWESTERLY TO A POINT ON THE WEST LINE OF SECTION 31, SAID POINT BEING 3000 FEET NORTHERLY FROM THE SOUTHWEST CORNER OF SAID SECTION 31; THENCE SOUTH 00 DEGREES 09 MINUTES 18 SECONDS WEST ALONG THE WEST LINE OF SECTION 31, A DISTANCE OF 361.26 FEET TO THE EAST QUARTER CORNER OF SECTION 36, TOWNSHIP 10 SOUTH, RANGE 10 EAST; THENCE SOUTH 00 DEGREES 09 MINUTES 29 SECONDS WEST ALONG THE WEST LINE OF SECTION 31, A DISTANCE OF 438.74 FEET; THENCE SOUTHEASTERLY TO A POINT OF THE SOUTH LINE OF SAID SECTION 31, WHICH IS NORTH 89 DEGREES 33 MINUTES 20 SECONDS EAST OF THE SOUTHWEST CORNER OF SAID SECTION 31, SAID POINT BEING THE TRUE POINT OF BEGINNING. File No: 3675TAZ Amendment No: Amended This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Commitment for Title Insurance (8-1-2016) Technical Correction 4-2-2018 Schedule B - Part I Page 7 COMMITMENT FOR TITLE INSURANCE Issued by First American Title Insurance Company SCHEDULE B, PART I Requirements All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. 5. All of 2018 taxes are paid in full. NOTE: Taxes are assessed in the total amount of $91.06 for the year 2018 under Assessor's Parcel No. 410-25-0010. NOTE: Taxes are assessed in the total amount of $8.02 for the year 2018 under Assessor's Parcel No. 410-25-0020. 6. Furnish full and complete copy of any unrecorded lease, agreement, contract and/or license with all supplements, assignments and amendments and fully executed owner's affidavit prior to close of transaction. The owner's affidavit shall also state that none of the leases referred to in the affidavit contain a first right of refusal or option to purchase. Thomas Title & Escrow reserves the right to except additional items and/or make requirements after review of the foregoing documents. 7. Furnish Plat of Survey of the subject property by a Registered Land Surveyor in accordance with the "Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys" which became effective February 23, 2011. Said Plat of survey shall include the required certification and, at a minimum, also have shown thereon Items 1, 8, 11(b), 16, 17, 20(a), and 20(b) from Table A thereof. If zoning assurances are requested, Items 7(a), 7(b), 7(c) and 9 from Table A and information regarding the usage of the property must be included. NOTE: if a Zoning Endorsement is requested, Items 7(a), 7(b) and 7(c) of Table A will also be required. If "parking" is to b e added to the endorsement, the number and type of parking spaces must be shown on the survey. Property use information must also be provided to Thomas Title & Escrow. 8. Completion of inspection now in progress by an employee of Thomas Title & Escrow. If said inspection discloses the necessity for additional exceptions and/or requirements, you will be notified. 9. Furnish a copy of the Articles of Organization, stamped “filed” by the Arizona Corporation Commission; a fully executed copy of the Operating Agreement, and any amendments thereto; and a list of the current members of TMR Investors, LLC, a(n) Arizona limited liability company. NOTE: Final determination as to which parties must execute all documents on behalf of the company shall be made upon compliance with above. File No: 3675TAZ Amendment No: Amended This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Commitment for Title Insurance (8-1-2016) Technical Correction 4-2-2018 Schedule B - Part I Page 8 10. OMITTED INTENTIONALLY 11. Record Full Reconveyance of a Deed of Trust securing an original indebtedness in the amount of $19,000,000.00, dated June 29, 2006, recorded July 5, 2006 as 2006-095026, of Official Records, by TMR Investors, LLC, an Arizona limited liability company, Trustor, First National Bank of Arizona, Trustee, and First National Bank of Arizona, Beneficiary. The beneficial interest in the Deed of Trust was assigned to FNBN-RESCON I LLC, a Delaware limited liability company by assignment recorded April 13, 2009 as 2009-036636, of Official Records. 12. Record Full Reconveyance of a Deed of Trust securing an original indebtedness in the amount of $5,000,000.00, dated July 5, 2006, recorded September 8, 2006 as 2006-126921, of Official Records, by TMR Investors, LLC, an Arizona limited liability company, Trustor, First American Title Insurance Company, Trustee, and TMR Funding, LLC, an Arizona limited liability company, Beneficiary. A document recorded September 8, 2006 as 2006-126922, of Official Records provides that the lien or charge of the above Deed of Trust was subordinated to the lien or charge of the Deed of Trust recorded July 5, 2006 as 2006-095026, of Official Records. A document recorded December 15, 2015 as 2015-079973, of Official Records provides that the lien or charge of the above Deed of Trust was subordinated to the lien or charge of the Deed of Trust recorded December 15, 2015 as 2015-079972, of Official Records. 13. Record Full Reconveyance of a Deed of Trust securing an original indebtedness in the amount of $5,000,000.00, dated December 8, 2015, recorded December 15, 2015 as 2015-079972, of Official Records, by TMR Investors, LLC, an Arizona limited liability company, Trustor, Chicago Title Insurance Company, a Missouri corporation, Trustee, and Lund Investment Partnership III, a California general partnership, Beneficiary. 14. Record Warranty Deed from TMR Investors, LLC, an Arizona limited liability company, to Buyer(s). 15. Record Deed of Trust shown as Item 4, Schedule A. NOTE: The Company reserves the right to make further requirements and/or exception based upon its review of the documentation submitted to satisfy the above requirements. NOTE: If Thomas Title and Escrow Agency is named as Trustee in the Deed of Trust, the correct name and address is: Thomas Title and Escrow Agency, LLC, an Arizona Limited Liability Company 7150 East Camelback Rd., Ste 195 Scottsdale, AZ 85251 End of Schedule B - Section One File No: 3675TAZ Amendment No: Amended This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Commitment for Title Insurance (8-1-2016) Technical Correction 4-2-2018 Schedule B - Part II Page 9 SCHEDULE B, PART II Exceptions THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I-Requirements are met. 2. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records 3. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession thereof. 4. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 5. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the Public Records. 6. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 7. Any lien or right to a lien for services, labor or material not shown by the Public Records. Exceptions above will be eliminated from any A.L.T.A. Extended Coverage Policy, A.L.T.A. Homeowner's Policy, A.L.T.A. Expanded Coverage Residential Loan Policy and any short form versions thereof. However, the same or similar exception may be made in Schedule B of those policies in conformity with Schedule B, Part Two of this Commitment. File No: 3675TAZ Amendment No: Amended This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Commitment for Title Insurance (8-1-2016) Technical Correction 4-2-2018 Schedule B - Part II Page 10 8. Taxes for the full year of 2019. (The first half is due October 1, 2019 and is delinquent November 1, 2019. The second half is due March 1, 2020 and is delinquent May 1, 2020). 9. Reservations or exceptions in Patents, or in Acts authorizing the issuance thereof. 10. Water rights, claims or title to water, whether or not shown by the public records. 11. All matters as set forth in Resolution #2005-02 regarding inclusion within the Avra Valley Fire District, recorded August 18, 2006 as 2006-117058, of Official Records. 12. All matters as set forth in Consent to Conditions of Rezoning and Waiver of Claims for Possible Diminution of Value Resulting from Town of Marana Ordinance No. 2007.09, recorded May 31, 2007 as 2007-064326, of Official Records and Amendment recorded March 19, 2018 as 2018-019851, of Official Records. 13. All matters as set forth in Villages of Tortolita Development Agreement, recorded April 18, 2018 as 2018-028230, of Official Records. 14. Any facts, rights, interests or claims that would be disclosed by a correct ALTA/NSPS survey. 15. Any rights, interest or claims of parties in possession of the land not shown by the public records. NOTE: This matter will be more fully set forth or deleted upon compliance with the applicable requirement. End of Schedule B - Section Two This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I—Requirements; and Schedule B, Part II—Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form. Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 11 7150 East Camelback Rd., Suite 195 Scottsdale, AZ 85251 Phone: 480-222-1116 Fax: 480-222-1117 PRIVACY POLICY We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information-particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information that you provide to us. Therefore, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: x Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means. x Information abut your transactions with us, our affiliated companies, or others; and x Information we receive from a consumer-reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us, or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities that need to know the information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Exhibit + The Villages of Tortolita Community Facilities District Qualified Electors Reports Exhibit , The Villages of Tortolita Community Facilities District County Assessor's Reports Pinal County Assessors ReportCommunity Facilities DistrictThe Villages of TortolitaACCOUNTNO PARCELNO PARCEL Owner1AddressCITYSTATECODE ZIPCODE PROPERTYCITY PROPERTYZIPCODE TAXYEAR FCV LPV Net Assess FCV Net Assess LPVR000135899 410250010 410-25-0010 TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STE 190 SCOTTSDALE AZ852582053 MARANA856582020 3989 3966.2 598595R000135900 410250020 410-25-0020 TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STE 190 SCOTTSDALE AZ852582053 MARANA856582020 353 351.285353 2019- VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT 08/28/2019 Parcel AsessmentType ValueType TotalValue TotalAssessed TotalExempts NetTaxable 21706001C Locally Valued Full Cash Values 92478 13,872 0 13,872 21706001F Locally Valued Full Cash Values 500 75 0 75 21706001G Locally Valued Full Cash Values 556 83 0 83 21706001H Locally Valued Full Cash Values 500 75 0 75 21707001A Locally Valued Full Cash Values 103011 15,452 0 15,452 217070020 Locally Valued Full Cash Values 500 75 0 75 21707003C Locally Valued Full Cash Values 57086 8,563 0 8,563 217080030 Locally Valued Full Cash Values 800 120 0 120 21708004C Locally Valued Full Cash Values 593 89 0 89 21708004D Locally Valued Full Cash Values 1,201 180 0 180 217080060 Locally Valued Full Cash Values 951 143 0 143 21716001A Locally Valued Full Cash Values 5,080 762 0 762 217170010 Locally Valued Full Cash Values 647 97 0 97 21725001A Locally Valued Full Cash Values 500 75 0 75 217270030 Locally Valued Full Cash Values 500 75 0 75 21706001C Locally Valued Limited Values 69922 10,488 0 10,488 21706001F Locally Valued Limited Values 500 75 0 75 21706001G Locally Valued Limited Values 556 83 0 83 21706001H Locally Valued Limited Values 500 75 0 75 21707001A Locally Valued Limited Values 93673 14,051 0 14,051 217070020 Locally Valued Limited Values 500 75 0 75 21707003C Locally Valued Limited Values 49316 7,397 0 7,397 217080030 Locally Valued Limited Values 579 87 0 87 21708004C Locally Valued Limited Values 593 89 0 89 21708004D Locally Valued Limited Values 695 104 0 104 217080060 Locally Valued Limited Values 662 99 0 99 21716001A Locally Valued Limited Values 3,528 529 0 529 217170010 Locally Valued Limited Values 579 87 0 87 21725001A Locally Valued Limited Values 500 75 0 75 217270030 Locally Valued Limited Values 500 75 0 75 TOTAL FULL CASH VALUE 264,903 39,736 0 39,736 TOTAL LIMITED VALUE 222,603 33,389 0 33,389 Real Property Values 2019- VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT08/28/2019Parcel Mail1Mail2Mail3Mail4 Mail5 Zip Zip421706001C TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821706001F TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821706001G TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821706001H TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821707001A TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 2038217070020 TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821707003C TMR INVESTORS LLC 8501 N SCOTTSDALE RD STE 165 SCOTTSDALE AZ 85253 2749217080030 TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821708004C TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821708004D TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 2038217080060 TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821716001A TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 2038217170010 TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 203821725001A TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 2038217270030 TMR INVESTORS LLC 7377 E DOUBLETREE RANCH RD STESCOTTSDALE AZ 85258 2038Real Property Owners Name and Mailing 2019- VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT 08/28/2019 Parcel Address 21706001C None on record 21706001F None on record 21706001G None on record 21706001H None on record 21707001A None on record 217070020 None on record 21707003C None on record 217080030 None on record 21708004C None on record 21708004D None on record 217080060 None on record 21716001A None on record 217170010 12744 W I10 FRONTAGE RD 21725001A None on record 217270030 14398 N ADONIS RD Real Property Situs Address Exhibit - The Villages of Tortolita Community Facilities District Cost Estimates Estimated Estimated Total Eligible CFD Anticipated Timing Bond Descriptions Costs Costs Start Completion Type (1) PHASE I - VILLAGE IV Fees, Engineering, and Other (2)1,002,197$ 998,948$ Q2 2021 Q1 2022 GO Land Planning 54,142$ -$ Q2 2021 Q1 2022 - Soils & Compaction Testing (3)108,990$ 65,395$ Q2 2021 Q1 2022 GO Grading (4)1,013,542$ 608,125$ Q2 2021 Q1 2022 SA Tortolita Parkway Expansion (5)876,035$ 876,035$ Q2 2021 Q1 2022 SA Internal Collector Roads (6)1,279,561$ 1,279,561$ Q2 2021 Q1 2022 SA Wastewater Treatment Plant (7)10,051,589$ 8,758,800$ Q2 2021 Q1 2022 GO/SA Wet Utilities (8)6,354,560$ 6,354,560$ Q2 2021 Q1 2022 GO Concrete 141,095$ 141,095$ Q2 2021 Q1 2022 SA Drainage Channels 414,729$ 414,729$ Q2 2021 Q1 2022 GO Dry Utilities 576,073$ -$ Q2 2021 Q1 2022 - Street Lighting 137,088$ 137,088$ Q2 2021 Q1 2022 SA Removals & Abandonment 18,408$ -$ Q2 2021 Q1 2022 - Recreational Amenities (9)2,966,179$ 2,966,179$ Q2 2021 Q1 2022 GO/SA Landscaping (10)398,486$ 398,486$ Q2 2021 Q1 2022 GO Signage and Striping 32,529$ 32,529$ Q2 2021 Q1 2022 SA Clean Up 21,657$ -$ Q2 2021 Q1 2022 - Sales Tax (11)1,079,898$ 1,006,347$ Q2 2021 Q1 2022 GO Contingency 1,724,382$ 1,604,773$ Q2 2021 Q1 2022 GO Offsite Roadway Improvements (Adonis Road)1,350,000$ 1,147,500$ Q2 2021 Q1 2022 SA Offsite Roadway Improvements (Marana Road)4,500,000$ 3,825,000$ Q2 2021 Q1 2022 SA Intract Improvements (12)29,695,077$ -$ Q2 2021 Q1 2022 - Sub Total 63,796,216$ 30,615,149$ PHASE II - VILLAGE III Fees, Engineering, and Other (2)982,219$ 978,971$ Q1 2024 Q1 2025 GO Land Planning 54,142$ -$ Q1 2024 Q1 2025 - Removals & Abandonment 45,479$ -$ Q1 2024 Q1 2025 - Soils & Compaction Testing (3)87,949$ 52,769$ Q1 2024 Q1 2025 GO Grading (4)851,792$ 511,075$ Q1 2024 Q1 2025 SA Tortolita Parkway Expansion (5)1,710,355$ 1,710,355$ Q1 2024 Q1 2025 SA Internal Collector Roads (6)802,257$ 802,257$ Q1 2024 Q1 2025 SA Wastewater Treatment Plant (7)3,978,496$ 3,466,800$ Q1 2024 Q1 2025 GO/SA Wet Utilities (8)4,548,376$ 4,548,376$ Q1 2024 Q1 2025 GO Concrete 145,296$ 145,296$ Q1 2024 Q1 2025 SA Drainage Channels 657,286$ 657,286$ Q1 2024 Q1 2025 GO Dry Utilities 311,859$ -$ Q1 2024 Q1 2025 - Street Lighting 157,554$ 157,554$ Q1 2024 Q1 2025 SA Recreational Amenities (9)1,868,717$ 1,868,717$ Q1 2024 Q1 2025 GO/SA Landscaping (10)4,084,486$ 4,084,486$ Q1 2024 Q1 2025 GO Signage and Striping 34,066$ 34,066$ Q1 2024 Q1 2025 SA Clean Up 21,657$ -$ Q1 2024 Q1 2025 - Sales Tax (11)1,097,221$ 1,045,402$ Q1 2024 Q1 2025 GO Contingency 1,746,071$ 1,659,661$ Q1 2024 Q1 2025 GO Intract Improvements (12)24,074,615$ -$ Q1 2024 Q1 2025 - I-10 Interchange (13)33,800,000$ 16,900,000$ Q1 2030 Q1 2032 SA Sub Total 81,059,893$ 38,623,072$ Source:Applicant Footnotes: (11) Includes sales tax for all construction costs. Estimated eligible costs only includes the sales tax for eligible facilities. (5) Expansion costs include: paving, curb, gutter, median, and sidewalk. (13) Includes concrete, traffic signals landscaping, sidewalk, clear and grub curb, gutter, pedestrian bridge railing, freeway bridge superstructure, freeway bridge substructure, railroad bridge superstructure and railroad bridge substructure. (10) Includes landscaping for Tortolita Parkway, Tortolita Boulevard, and collector roads. (9) Includes costs for: community parks, open spaces, recreational areas, and park amenities. (1) Bond types represent the Applicant's best estimation of the bond type which will be utilized to finance the specific improvement. The Applicant reserves the right to finance any eligible public improvements pursuant to the Act via any bond type allowable. (3) Includes costs for all soils and compaction testing. Eligible CFD Costs only include the testing associated with road construction. (8) Includes costs for: water main pipes, valves, manholes, wastewater treatment, hydrants, two million gallon storage tank, 1000 GPM water well, and a lift station. (7) Assumes 1.95 MGD Plant, 300 GPD, and an average cost of $18 per gallon. (12) Assumes $21,000 per unit. The Villages of Tortolita Community Facilities District Estimated Public Infrastructure Phasing Timetable (2) Costs include: county health department fees, town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, a traffic study, soils report, and archeology discovery. Estimated eligible CFD costs include town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, and a traffic study. (6) Includes costs for: paving, curb, gutter, and sidewalk. (4) Includes costs for: clear and grub, importing, and excavation. Eligible CFD costs only include the grading costs associated with road construction. Estimated Estimated Total Eligible CFD Anticipated Timing Bond Descriptions Costs Costs Start Completion Type (1) PHASE III - VILLAGE II Fees, Engineering, and Other (2)1,894,883$ 1,761,693$ Q1 2027 Q1 2028 GO Land Planning 162,427$ -$ Q1 2027 Q1 2028 - Soils & Compaction Testing (3)167,370$ 100,422$ Q1 2027 Q1 2028 GO Grading (5)453,441$ 272,064$ Q1 2027 Q1 2028 SA 291,610$ 291,610$ Q1 2027 Q1 2028 SA Tortolita Parkway Expansion (5)1,544,712$ 1,544,712$ Q1 2027 Q1 2028 SA Internal Collector Roads (6)181,918$ 181,918$ Q1 2027 Q1 2028 SA Wastewater Treatment Plant (7)12,487,023$ 10,881,000$ Q1 2027 Q1 2028 GO/SA Wet Utilities (8)13,449,383$ 13,449,383$ Q1 2027 Q1 2028 GO Concrete 50,006$ 50,006$ Q1 2027 Q1 2028 SA Drainage Channels 750,411$ 750,411$ Q1 2027 Q1 2028 GO Dry Utilities 162,427$ -$ Q1 2027 Q1 2028 - Street Lighting 73,092$ 73,092$ Q1 2027 Q1 2028 SA Walls and Monuments (11)584,736$ 314,025$ Q1 2027 Q1 2028 SA Recreational Amenities (9)3,521,949$ 3,521,949$ Q1 2027 Q1 2028 GO/SA Landscaping (10)3,679,503$ 3,679,503$ Q1 2027 Q1 2028 GO Signage and Striping 15,495$ 13,741$ Q1 2027 Q1 2028 SA Clean Up 21,657$ -$ Q1 2027 Q1 2028 - Sales Tax (13)1,784,184$ 1,738,254$ Q1 2027 Q1 2028 GO Contingency 2,878,920$ 2,774,278$ Q1 2027 Q1 2028 GO Intract Improvements (12)36,890,000$ -$ Q1 2027 Q1 2028 - Sub Total 81,045,146$ 41,398,061$ PHASE IV - VILLAGE I Fees, Engineering, and Other (2)564,225$ 560,977$ Q1 2030 Q1 2032 GO Land Planning 54,142$ -$ Q1 2030 Q1 2032 - Soils & Compaction Testing (3)45,091$ 27,055$ Q1 2030 Q1 2032 GO Grading (4)529,240$ 317,544$ Q1 2030 Q1 2032 SA Tortolita Parkway Expansion (5)1,143,964$ 1,143,964$ Q1 2030 Q1 2032 SA Internal Collector Roads (6)734,818$ 734,818$ Q1 2030 Q1 2032 SA Wastewater Treatment Plant (7)8,582,892$ 7,479,000$ Q1 2030 Q1 2032 GO/SA Wet Utilities (8)1,091,669$ 1,091,669$ Q1 2030 Q1 2032 GO Concrete 65,101$ 65,101$ Q1 2030 Q1 2032 SA Drainage Channels 921,500$ 921,500$ Q1 2030 Q1 2032 GO Dry Utilities 200,326$ -$ Q1 2030 Q1 2032 - Street Lighting 87,710$ 87,710$ Q1 2030 Q1 2032 SA Recreational Amenities (9)2,510,844$ 2,510,844$ Q1 2030 Q1 2032 GO/SA Landscaping (10)2,061,734$ 2,061,734$ Q1 2030 Q1 2032 GO Signage and Striping 22,826$ 21,072$ Q1 2030 Q1 2032 SA Clean Up 21,657$ -$ Q1 2030 Q1 2032 - Sales Tax (13)676,180$ 644,829$ Q1 2030 Q1 2032 GO Contingency 1,073,103$ 1,018,882$ Q1 2030 Q1 2032 GO Intract Improvements (12)28,340,308$ -$ Q1 2030 Q1 2032 - Sub Total 48,727,328$ 18,686,698$ Source:Applicant Footnotes: Community Facilities District Estimated Public Infrastructure Phasing Timetable (2) Costs include: county health department fees, town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, a traffic study, soils report, and archeology discovery. Estimated eligible CFD costs include town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, and a traffic study. (7) Assumes 1.95 MGD Plant, 300 GPD, and an average cost of $18 per gallon. (12) Assumes $21,000 per unit. (4) Includes costs for: clear and grub, importing, and excavation. Eligible CFD costs only include the grading costs associated with road construction. (10) Includes landscaping for Tortolita Parkway, Tortolita Boulevard, and collector roads. (13) Includes sales tax for all construction costs. Estimated eligible costs only includes the sales tax for eligible facilities. (8) Includes costs for: water main pipes, valves, manholes, wastewater treatment, hydrants, two million gallon storage tank, 1000 GPM water well, and a lift station. (9) Includes costs for: community parks, open spaces, recreational areas, and park amenities. (5) Expansion costs include: paving, curb, gutter, median, and sidewalk. (11) Includes costs for: major entry monuments, minor entry monuments, and a railroad sound barrier wall. Estimated eligible CFD costs only include the railroad sound barrier wall. (6) Includes costs for: paving, curb, gutter, and sidewalk. Tortolita Blvd. Expansion (5) (3) Includes costs for all soils and compaction testing. Eligible CFD Costs only include the testing associated with road construction. (1) Bond types represent the Applicant's best estimation of the bond type which will be utilized to finance the specific improvement. The Applicant reserves the right to finance any eligible public improvements pursuant to the Act via any bond type allowable. The Villages of Tortolita Estimated Estimated Total Eligible CFD Anticipated Timing Bond Descriptions Costs Costs Start Completion Type (1) PHASE V - VILLAGE V Fees, Engineering, and Other (2)185,960$ 182,711$ Q1 2032 Q1 2036 GO Land Planning 54,142$ -$ Q1 2032 Q1 2036 - Removals & Abandonment (3)216,569$ 216,569$ Q1 2032 Q1 2036 SA Soils & Compaction Testing (4)29,588$ 17,752$ Q1 2032 Q1 2036 GO Grading (5)945,404$ 567,242$ Q1 2032 Q1 2036 SA Wastewater Treatment Plant (6)-$ -$ Q1 2032 Q1 2036 - Wet Utilities (7)681,921$ 681,921$ Q1 2032 Q1 2036 GO Concrete 69,302$ 69,302$ Q1 2032 Q1 2036 SA Drainage Channels 453,711$ 453,711$ Q1 2032 Q1 2036 GO Dry Utilities 155,929$ -$ Q1 2032 Q1 2036 - Street Lighting 77,965$ 77,965$ Q1 2032 Q1 2036 SA Signage and Striping 17,964$ 17,964$ Q1 2032 Q1 2036 SA Clean Up 21,657$ -$ Q1 2032 Q1 2036 - Sales Tax 231,430$ 191,415$ Q1 2032 Q1 2036 GO Contingency 314,154$ 247,655$ Q1 2032 Q1 2036 GO Intract Improvements (8)-$ -$ Q1 2021 Q1 2036 - Sub Total 3,455,696$ 2,724,209$ Total - All Phases 278,084,279$ 132,047,188$ Source:Applicant Footnotes: (6) Assumes 1.95 MGD Plant, 300 GPD, and an average cost of $18 per gallon. (2) Costs include: county health department fees, town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, a traffic study, soils report, and archeology discovery. Estimated eligible CFD costs include town permit fees, town inspection fees, Pima County waste management fees, preliminary survey, civil plans, construction observation, and a traffic study. (3) Includes costs for well abandonment, and irrigation ditches for housing. Estimated eligible CFD costs include the removal of the existing I-10 frontage road. Community Facilities District Estimated Public Infrastructure Phasing Timetable (5) Includes costs for: clear and grub, importing, and excavation. Eligible CFD costs only include the grading costs associated with road construction. (7) Includes costs related to the Project's water system including: dry wells, excavation, lining, perimeter edging, pumping/recirculation, and perimeter landscaping. (8) Village V is an industrially zones area. As such, intract improvement costs are not applicable. The Villages of Tortolita (4) Includes costs for all soils and compaction testing. Eligible CFD Costs only include the testing associated with road construction. (1) Bond types represent the Applicant's best estimation of the bond type which will be utilized to finance the specific improvement. The Applicant reserves the right to finance any eligible public improvements pursuant to the Act via any bond type allowable. Exhibit . The Villages of Tortolita Community Facilities District &)'Development Agreement PHX 327532401v4 8/27/2007 [AREA RESERVED FOR RECORDING INFORMATION] ______________________________________________________________________ DISTRICT DEVELOPMENT, FINANCING PARTICIPATION AND INTERGOVERNMENTAL AGREEMENT (VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT) ARTICLE I DEFINED TERMS; MISCELLANEOUS MATTERS RELATING TO USE THEREOF .......................................... 5 ARTICLE II CONSTRUCTION OF PROJECTS BY THE DISTRICT; ACQUISITION OF PLANS AND SPECIFICATIONS ............. 13 ARTICLE III CONSTRUCTION OF ACQUISITION PROJECTS BY THE OWNER; CERTAIN MATTERS RELATED TO PLANS AND SPECIFICATIONS ...................................... 15 ARTICLE IV ACQUISITION OF ACQUISITION PROJECTS FROM THE OWNER ............................................... 19 ARTICLE V FINANCING OF COSTS OF PROJECTS AND PLANS AND SPECIFICATIONS ...................................... 21 ARTICLE VI MATTERS RELATING TO THE DEVELOPER BONDS AND OTHER OBLIGATIONS OF THE DISTRICT; PROVISIONS RELATED TO GENERAL OBLIGATION BONDS AND SPECIAL ASSESSMENT BONDS .................................... 26 ARTICLE VII ACCEPTANCE BY THE MUNICIPALITY ...................... 34 ARTICLE VIII INDEMNIFICATION ..................................... 35 ARTICLE IX PAYMENT OF CERTAIN EXPENSES AND COSTS ............... 40 ARTICLE X MISCELLANEOUS ....................................... 42 SIGNATURES ................................................... 55 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY ................. A-1 EXHIBIT B DESCRIPTION OF CERTAIN INFRASTRUCTURE ............. B-1 EXHIBIT C FORM OF CERTIFICATE OF ENGINEERS FOR CONVEYANCE OF SEGMENT OF ACQUISITION PROJECT .... C-1 EXHIBIT D FORM OF CONVEYANCE OF SEGMENT OF ACQUISITION PROJECT ............................ D-1 EXHIBIT E FORM OF DISCLOSURE STATEMENT ...................... E-1 2 Villages of Tortolita CFD THIS DISTRICT DEVELOPMENT, FINANCING PARTICIPATION AND INTERGOVERNMENTAL AGREEMENT (VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT), dated as of ____________, 2019 (hereinafter referred to as this "Agreement"), is being entered into by and among the Town of Marana, Arizona, a municipality duly incorporated and validly existing pursuant to the laws of the State of Arizona (hereinafter referred to as the "Municipality"); Villages of Tortolita Community Facilities District, a community facilities district formed by the Municipality, and duly organized and validly existing, pursuant to the laws of the State of Arizona (hereinafter referred to as the "District") and TMR Investors, LLC, a limited liability company duly incorporated and validly existing pursuant to the laws of the State of Arizona (hereinafter referred to as "TMR Investors”). W I T N E S S E T H: WHEREAS, pursuant to Title 48, Chapter 4, Article 6, Arizona Revised Statutes, as amended (hereinafter referred to as the "Act"), and Section 9-500.05, Arizona Revised Statutes, as amended, the Municipality, the District and TMR Investors enter into this Agreement as a "development agreement" to specify, among other things, conditions, terms, restrictions and requirements for "public infrastructure" (as such term is defined in the Act) and the financing of public infrastructure and subsequent reimbursements or repayments over time from funds derived from the District’s sale of the hereinafter defined Developer Bonds; and 3 Villages of Tortolita CFD WHEREAS, with regard to the real property described in Exhibit "A" hereto (hereinafter referred to as the "Property") which makes up the real property included within the District, the Munici- pality, the District and TMR Investors determined to specify some of such matters in this Agreement, particularly matters relating to the construction or acquisition of certain public infrastructure by the District, the acceptance thereof by the Municipality and the reimbursement or repayment of TMR Investors with respect thereto, from both Developer GO Bonds and Assessment Bonds, all pursuant to the Act, such public infrastructure being necessary for TMR Investors to develop the Property prior to the time at which the District will have the necessary funds to itself pay for the construction and/or acquisition thereof; and WHEREAS, this Agreement as a "development agreement" is consistent with the "general plan" of the Municipality, as defined in Section 9-461, Arizona Revised Statutes, as amended, applicable to the Property on the date this Agreement is executed; and WHEREAS, pursuant to an election to hereinafter be held in and for the District, questions authorizing the district board of the District (i) to issue certain general obligation bonds of the District in an amount of $180,000,000, including to provide moneys for certain "public infrastructure purposes" (as such term is defined in the Act) described in the General Plan of the District heretofore approved by the Municipality and the District and in this Agreement (hereinafter referred to as the "GO Bonds") including the levy, assessment and collection of a debt service tax against all real and personal 4 Villages of Tortolita CFD property in the District, unlimited as to rate or amount therefor, and (ii) to levy, assess and collect an additional operation and maintenance tax in an amount up to $0.30 per $100.00 of assessed valuation for all real and personal property in the District (hereinafter referred to as the "O/M Tax") to provide for amounts which become attributable to the operation and maintenance expenses of the District in the future, all of which are expected to be approved pursuant to the Act; and WHEREAS, it is anticipated that with respect to the $180,000,000 of general obligation bonding capacity, $150,000,000 shall be used for Developer GO Bonds (as defined herein) and the remainder for Town and District purposes, subject to the terms and conditions specified herein; and WHEREAS, the use of the proceeds of the sale of the Developer Bonds and amounts which will be collected with respect to the O/M Tax in the future is a subject of this Agreement; and WHEREAS, pursuant to the Act, the District enter into this Agreement with TMR Investors with respect to the advance of moneys for public infrastructure purposes by TMR Investors and the repayment by the District of such advances and to obtain credit enhancement for, and process disbursement and investment of disbursements from the proceeds derived from the sale of the Developer Bonds; and WHEREAS, pursuant to the Act and Title 11, Chapter 7, Article 3, Arizona Revised Statutes, as amended, the District and the Municipality entered into the specified sections of this Agreement as an "intergovernmental agreement" with one another for joint or cooper- 5 Villages of Tortolita CFD ative action for services and to jointly exercise any powers common to them and for the purposes of the planning, design, inspection, owner- ship, control, maintenance, operation or repair of "public infrastruc- ture," including particularly to provide for the timely acceptance by the Municipality of the public infrastructure constructed for the benefit of, or acquired by, the District; NOW, THEREFORE, in the joint and mutual exercise of their powers, in consideration of the above premises and of the mutual cove- nants herein contained and for other valuable consideration, and sub- ject to the conditions set forth herein, the parties hereto agree that: ARTICLE I DEFINED TERMS; MISCELLANEOUS MATTERS RELATING TO USE THEREOF Section 1.1. (a) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section have the meanings assigned to them in this Section and include, as appropriate, the plural as well as the singular: "Acquisition Infrastructure" means that portion of the Infrastructure other than that which is the subject of a request of TMR Investors and approval of the District Manager described in Section 2.1. "Acquisition Project" means each project which is a part of the Acquisition Infrastructure on a project-by-project basis. 6 Villages of Tortolita CFD "Acquisition Project Construction Contract" means a con- struction contract for an Acquisition Project. "Act" means Title 48, Chapter 4, Article 6, Arizona Revised Statutes, as amended. "Agreement" means this District Development, Financing Participation and Intergovernmental Agreement (Villages of Tortolita Community Facilities District), dated as of ____________, 2019, by and among the Municipality, the District, and TMR Investors, as amended from time to time. “Assessment Bonds” means special assessment lien bonds payable from the special assessment described in Section 6.3 (referred to as originally levied and as thereafter may be reallocated). "Certificate of the Engineers" means a certificate of the TMR Investors Engineer and the District Engineer in substantially the form of Exhibit "C" hereto. “Complete” means, with respect to each Segment, that the items listed in Section 4.2(a) through (f) have been provided as set forth in Section 4.2. "Construction Contract" means a construction contract for a Project. "Conveyance" means a conveyance for a Segment in substan- tially the form of Exhibit "D" hereto. "Court" means Pima County Superior Court. "Cure Period" has the meaning provided thereto in Section 10.20(b). 7 Villages of Tortolita CFD "Developer Bonds" means the bonds of the District authorized to be sold and issued by the District for the benefit of the Developer as described in this Agreement, which bonds consist of the Developer GO Bonds and the Assessment Bonds. “Developer GO Bonds” means Developer Bonds issued as GO Bonds. "Disclosure Statement" means the disclosure statement sub- stantially in the form of Exhibit "E" hereto. "District" means Villages of Tortolita Community Facilities District, a community facilities district formed by the Municipality, and organized and existing, pursuant to the laws of the State. "District Board" means the district board of the District. "District Budget" means the budget of the District required for each Fiscal Year by the Act. "District Engineer" means the Engineer for the Munici- pality. "District Expenses" means the reasonable expenses and costs of the operation and administration of the District including the rea- sonable expenses and costs incurred by the Municipality in connection with the formation of the District; its operations; its relationship with the Municipality; its issuance of the Developer Bonds or any similar matters and reasonable fees and related actual costs and expenses of staff of the Municipality, financial advisors, engineers, appraisers, attorneys and other consultants and including any overhead incurred by the Municipality with respect thereto. 8 Villages of Tortolita CFD "District Indemnified Party" means the Municipality and each legislator, director, trustee, member, officer, official or employee thereof or of the District. "Engineers" means, collectively, the TMR Investors Engineer and the District Engineer; provided, however, that neither may be changed upon less than ten (10) days’ prior written notice and, in the case of the TMR Investors Engineer, without compliance with the other provisions hereof with respect to such change. "Fiscal Year" means the twelve (12) month period beginning on July 1 of any year and ending on June 30 of the following year. "Force Majeure" means any condition or event not reasonably within the control of a party obligated to perform hereunder, includ- ing, without limitation, "acts of God"; strikes, lock-outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of the government of the United States or any state thereof or any of their departments, agencies, or officials (including, without limitation, moratoria of any type and duration), or of any civil or military authority; insurrection; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests; restraints of government and of people; explosion; unavailability of goods and/or materials; 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 proceedings by acceding to the demands of the opposing party or parties, in either case when such course is in the judgment of the 9 Villages of Tortolita CFD party hereto unfavorable to such party, shall not constitute failure to use its best efforts to remedy such a condition or event. “GO Bonds” means general obligation bonds of the District to provide moneys for certain “public infrastructure purposes” (as such term is defined in the Act) described in the General Plan of the District heretofore approved by the Municipality and the District and in this Agreement and including the levy, assessment and collection of a debt service tax against all real and personal property in the District, unlimited as to rate or amount therefore. "Indemnified Party" means the Municipality and the District and each legislator, director, trustee, partner, member, officer, official, independent contractor or employee thereof and each person, if any, who controls the Municipality and/or the District within the meaning of the Securities Act. "Infrastructure" means, collectively, that public infra- structure (as such term is defined in the Act) that is either (i) set forth in the Land Development Agreement and the zoning for the Property or (ii) that portion of the Twin Peaks Road adjacent to the Property. "Intergovernmental Agreement Act" means Title 11, Chapter 7, Article 3, Arizona Revised Statutes, as amended. "Initial Expenses" means The District Expenses prior to receipt of collections of the first levy of the O/M Tax. "Initiation Notice" has the meaning provided in Section 10.20(d). 10 Villages of Tortolita CFD "Land Development Agreement" means the Villages of Tortolita Development Agreement, by and between the Municipality and TMR Investors, recorded in the Pima County Recorder’s office on April 16, 2018, at Sequence 20181060069, and recorded in the Pinal County Recorder’s office on April 17, 2018, at Fee Number 2018-028230, and as further amended from time to time. "Municipality" means the Town of Marana, Arizona, a munici- pality incorporated and existing pursuant to the laws of the State. "O/M Expenses" means the reasonable expenses and actual costs of the operation and maintenance of the Projects and for accumulating a Replacement Reserve Amount with respect to the Projects including any overhead incurred by the Municipality with respect thereto. "O/M Tax" means an operation and maintenance tax in the amount up to $0.30 per $100.00 of assessed valuation for all real and personal property in the District. "Panel" has the meaning provided in Section 10.20(d). "Plans and Specifications" means the plans and specifica- tions for a Project which shall be prepared and reviewed in accordance with the requirements for plans and specifications for construction projects of the Municipality similar to the Project or the Acquisition Project, as applicable. "Process" has the meaning provided in Section 10.20(d). "Project" means each discrete item of the Infrastructure that is subject to a separate procurement process pursuant to the 11 Villages of Tortolita CFD terms of this Agreement, and, if constructed in phases, which is a “Segment” (as defined herein) when Complete. "Property" means the real property described in Exhibit "A" to this Agreement. "Replacement Reserve Amount" means an amount calculated using reasonable accounting practices based on the useful life of the various assets composing the Projects, as established by the Internal Revenue Code of 1986, as amended. "Report" means the study of the feasibility and benefits required by the Act for the applicable Project or Acquisition Project. “TMR Investors Engineer” means any firm of professional engineers hired by TMR Investors to perform the services required therefrom for the purposes hereof. “TMR Investors, LLC” means TMR Investors, LLC, a limited liability company organized and existing pursuant to the laws of the State of Arizona. "Securities Act" means the Securities Act of 1933, as amended. "Segment" means a Complete, discrete portion of an Acqui- sition Project. "Segment Price" means an amount equal to the sum of the amounts paid by TMR Investors for (1) design of the Segment (including the costs of the review of such design by the District Engineer), (2) construction of the Segment pursuant to the Acquisition Project Construction Contract for such Segment (such amount to be equal to the contract amount plus any increases to such contract amount approved as 12 Villages of Tortolita CFD described in Section 3.5 less any change orders decreasing the contract amount), (3) inspection and supervision of performance under such Acquisition Project Construction Contract and (4) an interest in land not actually or beneficially owned by TMR Investors but necessary for the Segment, as described in Section 2.1.1, and (5) other miscel- laneous costs for such Segment attributable to construction of the Segment approved by the Engineers as certified in the Certificate of the Engineers for that Segment, including, without limitation, any temporary facilities of the Project. "S&P" shall mean Standard & Poor's Ratings Group, a Divi- sion of the McGraw Hill Companies, or any successor thereto. "State" means the State of Arizona. "Total Debt Service" means, collectively, amounts for debt service for the next succeeding tax year with respect to the Developer Bonds and for payment of the amounts described in Section 9.1 for such year. "Town Council" means the governing body of the Munici- pality. (b) All references in this Agreement to designated "Exhibits," "Articles," "Sections" and other subdivisions are to be deemed to refer to the designated Exhibits, Articles, Sections and other subdivisions of this Agreement as originally executed. (c) The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Exhibit, Article, Section or other subdivision. 13 Villages of Tortolita CFD ARTICLE II CONSTRUCTION OF PROJECTS BY THE DISTRICT; ACQUISITION OF PLANS AND SPECIFICATIONS Section 2.1. Upon a written request of TMR Investors and after approval by the District Manager prior to the construction procurement therefor, the District may and, if the Project which is the subject of such request is not on real property in which TMR Investors has an interest, shall, at the sole cost and expense of TMR Investors cause any portion of the Infrastructure to be constructed pursuant to the Plans and Specifications in a fashion which, in the sole discretion of the District Board, allows for development of the Property to proceed in accordance with the terms of the Land Development Agreement. TMR Investors shall be liable, jointly and severally, for the cost and expense of such portion of the Infrastructure pursuant to a separate completion guaranty and indemnity in form acceptable to the District Manager provided with the request described in the first sentence of this Section. (Underlying ownership of real property shall be determined in the final plat or final development plan process of the Municipality.) Section 2.2. (a) The construction of the Infrastructure which is the subject of this Article shall be procured, and such Infrastructure shall be constructed, in accordance with the requirements for publicly procuring and constructing projects of the Municipality similar to the Projects. (b) Such Infrastructure (or any Project which is a part thereof) shall be procured in one or more parts by and in the 14 Villages of Tortolita CFD name of the District, and Construction Contracts shall be entered into with the contractors selected in accordance with the requirements for awarding contracts for projects of the Municipality similar to the Construction Contracts as specified in Article 3-4 of the Marana Code and any procurement guidelines promulgated in connection therewith. Section 2.3. TMR Investors (or any entity related to either of them) shall not be compensated more than once by the Municipality or the District for any costs of any Project. Section 2.4. Construction of any Project which is the sub- ject of this Article shall be financed (a) at any time before the sale and delivery of the Developer Bonds (or after there are no available, unrestricted proceeds of the sale of the Developer Bonds remaining) only pursuant to Section 5.1(a) and (b) at any time after the sale and delivery of the Developer Bonds (and while there are remaining available, unrestricted proceeds of the sale of the Developer Bonds) only pursuant to Section 5.1(b). Section 2.5. (a) Unless the financial assurances described in the next subsection are provided, any advertisement for bids for construction of any Project which is the subject of this Article pursuant to Section 2.1 shall include the following language: "THE INFRASTRUCTURE WHICH IS THE SUBJECT OF THIS BID IS THE SUBJECT OF A DISTRICT DEVELOPMENT, FINANCIAL PARTICIPATION AND INTERGOVERNMENTAL AGREEMENT BETWEEN THE OWNER, THE TOWN OF MARANA, ARIZONA AND TMR INVESTORS, LLC. THE SUCCESSFUL CONTRACTOR WILL NOT HAVE RECOURSE, DIRECTLY OR INDIRECTLY, TO SUCH TOWN OR OWNER FOR ANY COSTS UNDER ANY CONSTRUCTION CONTRACT OR ANY LIABILITY, CLAIM OR EXPENSE ARISING 15 Villages of Tortolita CFD THEREFROM. TMR INVESTORS, LLC SHALL HAVE SOLE LIABILITY THEREFOR." (The District is "OWNER" for purposes of the foregoing.) (b) Each Construction Contract for such a Project shall provide that the respective contractors shall not have recourse, directly or indirectly, to the Municipality or the District for the payment of any costs pursuant to such Construction Contract or any liability, claim or expense arising therefrom and that TMR Investors shall have sole liability therefor. In lieu of the foregoing, TMR Investors may post financial assurances in a form and an amount determined acceptable in the sole and absolute discretion of the District Manager to provide for amounts due with respect to any of such Construction Contracts. Section 2.6. Plans and Specifications for any such Proj- ects shall be prepared by the TMR Investors Engineer and shall be acquired by the District pursuant to Section 5.2(b) simultaneously with the financing of the construction of the related Project pursuant to Section 5.1(b). The District shall not be liable for any payment or repayment to TMR Investors with respect to such Plans and Speci- fications except as provided by this Agreement. ARTICLE III CONSTRUCTION OF ACQUISITION PROJECTS BY THE OWNER; CERTAIN MATTERS RELATED TO PLANS AND SPECIFICATIONS Section 3.1. Subject to the terms of this Agreement including the obligation under the circumstances described herein to pay the Segment Price for a Segment as hereinafter provided, TMR 16 Villages of Tortolita CFD Investors shall cause the remainder of the Infrastructure (i.e., the Acquisition Infrastructure) to be constructed at the location denoted on, and in accordance with, the Plans and Specifications. The construction of the Infrastructure shall initially be at the sole cost and expense of TMR Investors. (Underlying ownership of real property in and on which the Acquisition Infrastructure is to be built shall be determined in the final plat or final development plan process of the Municipality.) Section 3.2. (a) The construction of the Acquisition Infrastructure and the preparation of the Plans and Specifications shall be procured pursuant to the provisions of Title 34, Chapter 2, Article 1, Arizona Revised Statutes, as amended, and in accordance with the requirements for construction projects and plans and specifi- cations, respectively, of the Municipality similar to the Acquisition Projects and the Plans and Specifications as specified in Article 3-4 of the Marana Code and any procurement guidelines promulgated in con- nection therewith. Acquisition Project Construction Contracts shall be entered into with the contractors selected in accordance with the requirements for awarding contracts for projects of the Municipality similar to the Acquisition Project Construction Contracts as specified by such Code and guidelines, and contracts for preparation of the Plans and Specifications shall be entered into with the contractor selected in accordance with the requirements for awarding contracts for preparing plans and specifications of the Municipality similar to the Plans and Specifications as specified by such Code and guidelines. 17 Villages of Tortolita CFD (Compliance with such requirements with respect to the Acquisition Projects shall be evidenced by a Certificate of the Engineers.) (b) As between TMR Investors and the District, TMR Investors shall bear all risks, liabilities, obligations and responsibilities under each Acquisition Project Construction Contract and all risk of loss of or damage to any Acquisition Project (or any part thereof) occurring prior to the time of acquisition of such Acquisition Project (or part thereof) pursuant to Article IV. (c) The Municipality and the District shall be named as an additional named insured on any insurance policies required under a bid for an Acquisition Project and as a third party beneficiary with respect to all warranties, guarantees and bonds, if any, with respect thereto. (d) An indication of final payment and contract closeout shall be provided to the District Manager before any acqui- sition pursuant to Article IV. If any liens are placed on any Segment of an Acquisition Project which is the subject of an Acquisition Project Construction Contract or if litigation ensues between TMR Investors and any contractor with respect to an Acquisition Project Construction Contract, the District shall not acquire such Segment until such liens are removed or such litigation is resolved or bonded. Section 3.3. (a) Subsequent to the execution and delivery of this Agreement, any advertisement for bids for construction of any Acquisition Project or provision of any Plans and Specifications to be acquired shall clearly indicate that TMR Investors will be the "owner" for purposes of the Acquisition Project Construction Contract or 18 Villages of Tortolita CFD contract for such Plans and Specifications and shall include the following language: "THE WORK WHICH IS THE SUBJECT OF THE BID IS THE SUBJECT OF A DISTRICT DEVELOPMENT, FINANCING PARTICIPATION AND INTER- GOVERNMENTAL AGREEMENT AMONG OWNER, THE TOWN OF MARANA, ARIZONA, AND VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT PURSUANT TO WHICH SUCH WORK MAY BE ACQUIRED BY SUCH COMMUNITY FACILITIES DISTRICT. THE SUCCESSFUL CONTRACTOR WILL NOT HAVE RECOURSE, DIRECTLY OR INDIRECTLY, TO SUCH TOWN OR COMMUNITY FACILITIES DISTRICT FOR ANY COSTS UNDER ANY CONTRACT OR ANY LIABILITY, CLAIM OR EXPENSE ARISING THEREFROM. OWNER SHALL HAVE SOLE LIABILITY THEREFOR." (TMR Investors is "OWNER" for purposes of the foregoing.) (b) Each Acquisition Project Construction Contract or contract for such Plans and Specifications shall provide that the respective contractors shall not have recourse, directly or indi- rectly, to the Municipality or the District for the payment of any costs pursuant to such Acquisition Project Construction Contract or contract for such Plans and Specifications or any liability, claim or expense arising therefrom and that TMR Investors shall have sole liability therefor. In lieu of the foregoing, TMR Investors may post financial assurances in a form and an amount determined acceptable in the sole and absolute discretion of the District Manager to provide for amounts due with respect to any of such Construction Contracts. Section 3.4. TMR Investors shall provide for inspection of work performed under any Acquisition Project Construction Contract by the Engineers. 19 Villages of Tortolita CFD Section 3.5. Any change order to any Acquisition Project Construction Contract shall be subject to approval by the Engineers (which approval shall not be unreasonably withheld or delayed) and shall be certified to in the applicable Certificate of the Engineers; provided, however, that any change order expected to increase the amount of an Acquisition Project Construction Contract by more than ten (10) percent shall be the subject of the same approval requirements that a change order to increase the cost of a construction contract of the Municipality would be subject unless modified by action of the District Board and, specifically, the approval of the District Manager. Section 3.6. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not and does not obligate TMR Investors to construct any Infrastructure or to develop the Property in any particular manner or at all. This Agreement does not modify in any way any rights, duties or obligations set forth in the Land Development Agreement or in the zoning for the Property. ARTICLE IV ACQUISITION OF ACQUISITION PROJECTS FROM THE OWNER Section 4.1. (a) Subject to the other terms of this Agreement, TMR Investors shall sell to the District, and the District shall acquire from TMR Investors, each Segment for the applicable Segment Price. (b) Acquisition of a Segment shall be financed (1) at any time before the sale and delivery of the applicable Developer 20 Villages of Tortolita CFD Bonds (or after there are no available, unrestricted proceeds of the sale of the Developer Bonds remaining) only pursuant to Section 5.2(a) hereof and (2) at any time after the sale and delivery of the Developer Bonds (and while there are available, unrestricted remaining proceeds of the sale of the Developer Bonds) only pursuant to Section 5.2(b) hereof. (c) The District shall not be liable for any payment or repayment to TMR Investors with respect to the Acquisition Infrastructure except as provided by this Agreement and applicable law. Section 4.2. The District shall acquire from TMR Investors and, to the extent it has available funds, pay the Segment Price for each Segment as provided in Section 4.1, but no more than thirty (30) days after receipt by the District manager of the below stated items (a through f) relating to each Segment, and TMR Investors shall accept the Segment Price for and sell to the District, each Segment as provided in Section 4.1 after the approval of the Report pursuant to ARS 48-715, and within thirty (30) days after receipt by the District Manager of the following with respect to such Segment, in form and substance reasonably satisfactory to the District Manager: (a) the Certificate of the Engineers; (b) the Conveyance; (c) evidence that public access to the Segment or the Acquisition Project, as applicable, has been or eventually will be provided to the Municipality; 21 Villages of Tortolita CFD (d) the assignment of all contractors' and material- men's warranties and guarantees and to the extent assignable, the assignment of payment and performance bonds; (e) an acceptance letter issued by the Municipality and by its terms subject specifically to recordation of the Conveyance which is the subject of such letter and (f) such other documents, instruments, approvals or opinions as may reasonably be requested by the District Manager including, with respect to any real property re- lated to the Acquisition Project, title reports, insurance and consultant reports that provide evidence, satisfactory to the District Manager, that such real property does not contain environmental contaminants which make such real property unsuitable for its intended use or, to the extent such contaminants are present, a plan satisfactory to the District Manager which sets forth the process by which such real property will be made suitable for its intended use and the sources of funds necessary to accomplish such purpose. ARTICLE V FINANCING OF COSTS OF PROJECTS AND PLANS AND SPECIFICATIONS Section 5.1 (a) (1) To provide for amounts due pursuant to any Construction Contract (including incidental costs relating 22 Villages of Tortolita CFD thereto) before the sale and delivery of any of the Developer Bonds and after there are no remaining, available, unrestricted proceeds of the sale of the Developer Bonds, such amounts shall be advanced by TMR Investors and the obligation to advance such amounts shall be the obligation of TMR Investors pursuant to the terms of this Agreement. Each such advance shall be evidenced by a written acknowledgement of the District Manager included as part of the written approval of the Engineers with each pay request of the contractor for each Construction Contract. (2) As soon as possible after the sale and delivery of any of the Developer Bonds, the total amounts so advanced by TMR Investors for such purpose prior to the sale and delivery of the Developer Bonds shall be immediately paid to TMR Investors the available, unrestricted proceeds of the sale of the Developer Bonds, but only to the extent of the remaining amounts thereof. Neither the District nor the Municipality shall be liable to TMR Investors (or any contractor or assigns under any Construction Contract) for payment of any such amount except to the extent available, unrestricted proceeds from the sale of the Developer Bonds are available for such purpose, and no representation or warranty is given that the Developer Bonds can be sold or that sufficient proceeds from the sale of the Developer Bonds shall be available to pay such amounts. (3) Until the sale and delivery of future series of the Developer Bonds if the District does not have any remaining, available, unrestricted proceeds from the sale of the Developer Bonds, the District shall not have any obligation to repay 23 Villages of Tortolita CFD TMR Investors for any advance made by TMR Investors to pay such amounts. (b) (1) Any amounts due pursuant to any Construc- tion Contract (including incidental costs relating thereto) after the sale and delivery of any of the Developer Bonds (and while there are remaining, available, unrestricted proceeds of the sale of the Developer Bonds) shall be provided for by the payment of such amounts from, and only from, the available, unrestricted proceeds from the sale of current and future series of the Developer Bonds to the extent only of the remaining amounts thereof. (2) In the event there are no available unrestricted proceeds from the sale of current or prior series of Developer Bonds, then until the sale and delivery of future series of the Developer Bonds, the District shall not have any obligation to pay such amounts. Furthermore, in such an event, neither the District nor the Municipality shall be liable to TMR Investors (or any contractor or assigns under any Construction Contract) for payment of any such amount except to the extent available, unrestricted proceeds from the sale of future series of the Developer Bonds are available for such purpose, and no representation or warranty is given that the Developer Bonds can be sold or that sufficient, available, unrestricted proceeds from the sale of such future series of the Developer Bonds shall be available to pay such amounts. Section 5.2. (a) (1) To provide for any acquisition of a Segment occurring before the sale and delivery of the Developer Bonds and during such time as there are no remaining, available, 24 Villages of Tortolita CFD unrestricted proceeds from the sale of current or prior series of the Developer Bonds, the Segment Price of that Segment shall be advanced by TMR Investors pursuant to the terms of this Agreement and the Conveyance for that Segment. (2) As soon as possible after the sale and delivery of each series of the Developer Bonds, the amount advanced by TMR Investors for the Segment Price of a Segment prior to the sale and delivery of such Developer Bonds shall, subject to the requirements of Section 4.2, be paid to TMR Investors (without interest for the period during which it was unpaid) from, and only from, the available, unrestricted proceeds of the sale of Developer Bonds, but only to the extent of the remaining amounts thereof. Neither the District nor the Municipality shall be liable to TMR Investors (or any contractor or assigns under any Acquisition Project Construction Contract) for payment of any Segment Price except to the extent available, unrestricted proceeds from the sale of the Developer Bonds are available for such purpose, and no representation or warranty is given that the Developer Bonds can be sold or that sufficient available, unrestricted proceeds from the sale of the Developer Bonds shall be available to pay any specific Segment Price. (3) Until the sale and delivery of the Developer Bonds and during any time when there are no available, unrestricted remaining proceeds of the sale of the Developer Bonds, the District shall not have any obligation to repay TMR Investors for any advance made by TMR Investors to pay a Segment Price. 25 Villages of Tortolita CFD (b) (1) Any acquisition of a Segment or of Plans and Specifications for a Project occurring after the sale and delivery of the Developer Bonds (and while there are remaining, available, unrestricted proceeds from the sale of the Developer Bonds) shall, subject to the requirements of Section 4.2, be provided for by the payment of the Segment Price for such Segment or the costs of such Plans and Specifications, whichever is applicable, as determined by the District Engineer and the District Manager based on actual amounts paid by TMR Investors to the TMR Investors Engineer therefor from, and only from, the available, unrestricted proceeds from the sale of the Developer Bonds, but only to the extent of the remaining amounts thereof. The District shall pay the costs of such Plans and Specifications to TMR Investors as provided in Section 2.6 after approval of the Report and within thirty (30) days after receipt by the District Manager of evidence of exclusive ownership of the architectural materials (including memoranda, notes and preliminary and final drawings) and the related intellectual property rights (including copyright, if any) related to such Plans and Specifications, in all media, including electronic, for the limited purpose of operating and maintaining the Segment(s) that are the subject of the Plans and Specifications, and that the District shall be held harmless and be free to use such Plans and Specifications for the limited purpose of such operation and maintenance. (2) Until the sale and delivery of a series of Developer Bonds, the District shall not have any obligation to pay such Segment Price or such costs of such Plans and Specifications. 26 Villages of Tortolita CFD Neither the District nor the Municipality shall be liable to TMR Investors (or any contractor or assigns under any Acquisition Project Construction Contract) for payment of any Segment Price or for the costs of such Plans and Specifications except to the extent available, unrestricted proceeds from the sale of the Developer Bonds are available for such purpose, and no representation or warranty is given that the Developer Bonds can be sold or that sufficient, available, unrestricted proceeds from the sale of the Developer Bonds shall be available to pay such Segment Price or such costs of such Plans and Specifications. ARTICLE VI MATTERS RELATING TO THE DEVELOPER BONDS AND OTHER OBLIGATIONS OF THE DISTRICT; PROVISIONS RELATED TO GENERAL OBLIGATION BONDS AND SPECIAL ASSESSMENT BONDS Section 6.1. (a) Pursuant to ARs 48-715 and upon dates established by the District Manager in his sole and absolute discretion, but at the request of TMR Investors, the District Board shall, from time to time, take all such reasonable action necessary for the District to issue and sell, pursuant to the provisions of the Act, an applicable amount of the Developer Bonds in an amount sufficient to repay all then outstanding and pending advances for, or to pay directly from the available, unrestricted proceeds thereof, the total of all amounts due for the purposes of any Construction Contract for the Infrastructure and the Segment Prices for the Acquisition Infrastructure and costs of the Plans and Specifications for the 27 Villages of Tortolita CFD Infrastructure to be acquired, established or reasonably expected to be established pursuant hereto plus all relevant issuance costs related thereto. (To the extent the District is not otherwise prohibited from agreeing pursuant to applicable law, except at the request of, or with the written consent of, TMR Investors (1) the District shall not undertake the issuance of any general obligation bonds until the earlier of (i) twenty-five (25) years from the date hereof and (ii) the issuance of all of the Developer GO Bonds by the District and, (2) the District shall not undertake the issuance of special assessment bonds until less than 15% of the assessment to be levied to secure the special assessment bonds will be levied on property owned by the Developer, in each case, to finance costs of any public infrastructure other than the Infrastructure (for which the District may at any time in its sole and absolute discretion undertake such financing.)) (b) If the Developer Bonds are not issued or if the available, unrestricted proceeds of the sale of the Developer Bonds are insufficient to pay all of the amounts due described in Section 5.1(b) or all of the Segment Prices for the Acquisition Infrastructure and costs of the Plans and Specifications for the Infrastructure to be acquired, then there shall be no recourse against the District or the Municipality for, and neither the District nor the Municipality shall have liability with respect to, such amounts so due or the Segment Prices for the Acquisition Infrastructure, except from the available, unrestricted proceeds from the sale of the Developer Bonds, if any and as applicable. 28 Villages of Tortolita CFD Section 6.2. (a) The District shall, subject to the other conditions of this Agreement, issue, in one or more series in princi- pal amounts to be determined by the District Board, the Developer Bonds at the sole discretion of the District Board. The District shall not issue any series of the Developer GO Bonds unless the corresponding series of the Developer GO Bonds shall receive one of the four highest investment grade ratings by a nationally recognized bond rating agency or shall be sold in other than a "public sale" (as such term is used in the Act) and with restrictions on subsequent transfer thereof under such terms as the District Board shall, in their sole discretion, approve. (b) The total aggregate principal amount of all of the series of the Developer GO Bonds shall not exceed $150,000,000, leaving $30,000,000 aggregate principal amount of GO Bonds approved at the election described in the recitals to this Agreement which are not controlled by the terms of this Agreement but subject to the provisions of Section 6.1(a) hereof. (c) Unless the provisions of subsection (d) of this section are satisfied, a series of the Developer GO Bonds shall only be issued if the debt service therefor can be amortized with substantially equal amounts of annual debt service from amounts generated by a tax rate of not to exceed $4.25 per one hundred dollars of assessed valuation of property within the boundaries of the District as indicated on the tax roll for the current tax year. For purposes of the foregoing, a delinquency factor for tax collections equal to the greater of five percent (5%) and the historic, average, 29 Villages of Tortolita CFD annual, percentage delinquency factor for the District as of such Fiscal Year shall be assumed; all property in the District owned by TMR Investors or any entity owned or controlled (as such term is used in the Securities Act) by, or which owns or controls (as such term is used in the Securities Act), TMR Investors shall be assigned the last value such property had when categorized as "vacant" for purposes of assessed valuation and the debt service for any outstanding series of the Developer GO Bonds theretofore issued shall be taken into account in determining whether such tax rate will produce adequate debt service tax collections; provided, however, that the first series of the Developer GO Bonds shall be issued as soon as practicable to accomplish the goal of having the debt service tax costs therefor appear on the first tax bill applicable to any single family residential dwelling unit to be located within the boundaries of the District to be owned by other than TMR Investors or any entity owned or controlled (as such term is used in the Securities Act) by TMR Investors or any homebuilder to whom TMR Investors or any entity owned or controlled (as such term is used in the Securities Act) by, or which owns or controls (as such term is used in the Securities Act), TMR Investors sells property within the boundaries of the District. (d) (1) If necessary in the sole discretion of the District Board, the "sale proceeds" from the sale of each series of the Developer GO Bonds shall include an amount sufficient to fund a reserve fund, which shall be a reserve to secure payment of debt service on that series of the Developer GO Bonds, in an amount equal 30 Villages of Tortolita CFD to the maximum amount permitted by the Internal Revenue Code of 1986, as amended, and the Treasury Regulations applicable thereto. Section 6.3. (a) Assessment Bonds shall be special assessment lien bonds payable from amounts collected from, among other sources, the hereinafter described special assessment (referred to as originally levied and as thereafter may be reallocated as described herein as the "Assessments"). (b) The Assessments shall be based on the Financeable Amount indicated in the Report. None of the Acquisition Project Construction Contracts or the Construction Contracts applicable to any Project shall be required to be publicly procured or awarded as a prerequisite to the levying of the Assessments. (c) The Assessments shall be levied pursuant to the procedures prescribed by Sections 48-576 through 48-589, Arizona Revised Statutes, as amended, as nearly as practicable or such other procedures as the District provides. Prior to the issuance of special assessment bonds, at the request of TMR Investors, the district will enter into a written agreement as to the manner in which the assessment is to be allocated if the land is to be divided into more than one parcel. If the special assessment lien bond is to finance more than one purpose or service, the benefit received by the land, may be determined by reference to the purpose and service as a whole or individually. In the event of nonpayment of the Assessment, the procedures for collection thereof and sale of the applicable portion of the Property may be established by the District, or the District 31 Villages of Tortolita CFD may adopt the procedures prescribed by Sections 48-601 through 48-607, Arizona Revised Statutes, as amended, as nearly as practicable, except that, under all procedures, neither the District nor the Municipality is required to purchase any of the Property at the sale if there is no other purchaser. (d) To prepay, from property owner payments, in whole or in part the applicable portion of the Assessment, on any interest payment date, the following shall be paid in cash to the District: (A) the interest on such portion to the next date Assessment Bonds may be redeemed plus (B) the unpaid principal amount of such portion of the Assessment Bonds, plus (C) any premium due on such redemption date with respect to such portion plus (D) any administrative or other fees charged by the District with respect thereto, less (D) the amount by which any reserve therefore may be reduced on such redemption date as a result of such prepayment. The resulting prepayment amount shall then be rounded up to the next highest multiple of one thousand ($1,000)dollars. (e) TMR Investors hereby acknowledges that lenders and other parties involved in financing future improvements on the Property (including mortgages for single family residences) may require that liens associated with the Assessment (or applicable portions thereof) be paid and released, prior to accepting a lien with respect to any such financing. (f) Requirements for Assessment Bonds. (i) Town CFD Policies Apply. Proceeds of the Assessment Bonds may be used for any purpose permitted by the 32 Villages of Tortolita CFD Act. The terms and provisions of the Assessment Bonds and the manner of sale shall be established by the Town CFD Policies (as defined below), except as such Town CFD Policies are modified by or inconsistent with, this Agreement or the District’s approval of the Report. (ii) Appraisal; Coverage Ratio. At the time of sale of the Assessment Bonds, an appraisal dated not earlier than six (6) months prior to the date of sale of the Assessment Bonds, in form and substance satisfactory to the District, in its sole and absolute discretion, and prepared by an MAI appraiser (the "Appraisal") must show that the wholesale (bulk) value of the property contained within the assessment area securing the Assessment Bonds (as improved by the public infrastructure described in the relevant Report including any improvements for which completion guarantees have been obtained), is worth at least six times (in the case of a public sale of Assessment Bonds) and four times (in the case of a sale of the Assessment Bonds to qualified institutional buyers [as defined in Rule 144A of the Securities Act of 1933, as amended], accredited investors [as defined in Rule 501(a), Regulation A of the Securities and Exchange Commission, as amended]) or sophisticated municipal market participants [as defined by the Municipal Securities Rulemaking Board], as much as the principal amount of the Assessment Bonds. (iii) Financial Assurance. At the time of sale of the Assessment Bonds, and to the extent not already provided by 33 Villages of Tortolita CFD the contractors pursuant to the public procurement requirements, TMR Investors shall provide or cause to be provided financial assurances in the form of escrowed cash, bonds, letter of credit or other similar assurances, accessible by the District and in each case in form reasonably acceptable to both the District Manager and TMR Investors, for amounts necessary to pay all costs and expenses associated with providing all the public infrastructure purposes described in the Report as well as any unpaid costs and expenses of any public infrastructure purposes not paid or payable from the proceeds of the sale of the Assessment Bonds because such proceeds are insufficient in amount for such purposes. The foregoing is not intended to limit the right of TMR Investors to reimbursement for any amount advanced in excess of the proceeds from the sale of the Assessment Bonds if the District is able to finance such amount from other or future Assessment Bond proceeds, and the District and the Municipality shall reasonably cooperate with TMR Investors in preserving the right to any such future reimbursement. (iv) Reserve Fund. Unless reduced by the District Board in the Approval, the amount of the Assessment Bonds and the "sale proceeds" thereof shall be sized to include an amount sufficient to fund a reserve to secure payment of debt service on the Assessment Bonds for a period of one (1) year. Payment from such reserve shall not affect a reduction in the amount of the Assessment, and any amount collected with respect to the 34 Villages of Tortolita CFD Assessment thereafter shall be deposited to such reserve to the extent the Assessment is so paid therefrom. (v) Billings and Collections. Unless otherwise agreed to by the District, the District shall enter into an agreement with the Pima County Treasurer and the Pinal County Treasurer to collect the District’s special assessments as provided in A.R.S. §48-721B. Section 6.4. (a) Other than (1) this Agreement, (2) the Developer GO Bonds secured by ad valorem taxes as described in Section 6.2 above, (3) any obligations necessary in connection with either of the foregoing, (4) revenue bonds as described below and (5) assessment bonds as described in Section 6.3 above, the District shall not incur, or otherwise become obligated with respect to, any other obligations. (b) The District may issue revenue bonds only in accordance with the Town’s Policy Guidelines and Application Procedures for the Establishment of Community Facilities Districts originally approved by the Town Council on June 4, 2019, as amended from time to time by the Town (the “Town CFD Policies”). ARTICLE VII ACCEPTANCE BY THE MUNICIPALITY Section 7.1. Simultaneously with the payment of the related Segment Price or completion of construction of a Project, the Segment of Acquisition Infrastructure, to the extent of the interest retained by TMR Investors therein, or the Project constructed is 35 Villages of Tortolita CFD hereby accepted (including for purposes of maintenance and operation thereof if not theretofore provided) by the Municipality, subject to the conditions pursuant to which facilities such as the Acquisition Projects and the Projects so constructed are typically accepted by the Municipality and thereafter shall be made available for use by the general public. ARTICLE VIII INDEMNIFICATION Section 8.1. (a) TMR Investors (1) shall, jointly and severally, indemnify and hold harmless each Indemnified Party for, from and against any and all losses, claims, damages or liabilities, joint or several, arising from the actions of TMR Investors (including, without limitation, the provision of information pertaining to the formation of the District by TMR Investors) or a failure of performance by TMR Investors, relating to the formation, activities or administration of the District, or the carrying out of the provisions of this Section, including particularly but not by way of limitation and as limited by the aforesaid for any losses, claims or damages or liabilities (A) related to any Acquisition Project Construction Contract or Project constructed pursuant to a Construc- tion Contract including claims of any contractor, vendor, subcontrac- tor or supplier, (B) to which any such Indemnified Party may become subject, under any statute or regulation at law or in equity or other- wise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue 36 Villages of Tortolita CFD statement or alleged untrue statement of a material fact set forth in any offering document relating to the Developer Bonds, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or which is necessary to make the statements therein, in light of the circumstances in which they were made, not misleading in any material respect and (C) to the extent of the aggregate amount paid in any settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or alleged untrue statement or omission or alleged omission if such settlement is effected with the written consent of TMR Investors (which consent shall not be unreasonably withheld) and (2) shall reimburse any legal or other expenses reasonably incurred by any such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action. (b) Section 8.1(a) shall, however, not be applicable to any of the following: (1) matters involving any gross negligence or willful misconduct of any Indemnified Party, (2) any loss, claim, damage or liability for which insurance coverage is actually procured which names the District as an insured, in order to provide insurance against the errors and omissions of the District Board or the other representatives, agents or employees of the District and any loss, claim, damage or liability that is covered by any commercial general liability insurance policy actually procured which names the District as an insured (including 37 Villages of Tortolita CFD those of TMR Investors under which the District is to be added as an additional named insured), (3) any loss, claim, damage or liability aris- ing from or relating to defects in any Infrastructure that are not known to TMR Investors and are discovered one (1) year or more following acceptance thereof by the Municipality pursuant to Section 7.1 or (4) matters arising from or involving any breach of this Agreement by the District or any other Indemnified Party. (c) An Indemnified Party shall, promptly after the receipt of notice of a written threat of the commencement of any action against such Indemnified Party in respect of which indemnifica- tion may be sought against TMR Investors, notify TMR Investors in writing of the commencement thereof and provide a copy of the written threat received by such Indemnified Party. Failure of the Indemnified Party to give such notice shall reduce the liability of TMR Investors by the amount of damages attributable to the failure of the Indemnified Party to give such notice to TMR Investors, but the omission to notify TMR Investors of any such action shall not relieve TMR Investors from any liability that any of them may have to such Indemnified Party otherwise than under this section. In case any such action shall be brought against an Indemnified Party and such Indemni- fied Party shall notify TMR Investors of the commencement thereof, TMR Investors may, or if so requested by such Indemnified Party shall, participate therein or defend the Indemnified Party therein, with 38 Villages of Tortolita CFD counsel satisfactory to such Indemnified Party and TMR Investors (it being understood that, except as hereinafter provided, none of TMR Investors shall be liable for the expenses of more than one counsel representing the Indemnified Parties in such action), and after notice from TMR Investors to such Indemnified Party of an election so to assume the defense thereof, TMR Investors shall not be liable to such Indemnified Party under this section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that unless and until TMR Investors defends any such action at the request of such Indemnified Party, TMR Investors shall have the right to participate at its own expense in the defense of any such action. If TMR Investors shall not have employed counsel to defend any such action or if an Indemnified Party shall have reasonably concluded that there may be defenses available to it and/or other Indemnified Parties that are different from or additional to those available to TMR Investors (in which case TMR Investors shall not have the right to direct the defense of such action on behalf of such Indemnified Party) or to other Indemnified Parties, the legal and other expenses, including the expense of separate counsel, incurred by such Indemnified Party shall be borne by TMR Investors. (d) TMR Investors shall not have any obligation to indemnify or hold harmless any Indemnified Party until such time that the Indemnified Party has exhausted all other insurance, risk retention or other indemnification options or remedies available to it. In the event that the insurance, risk retention or other 39 Villages of Tortolita CFD indemnification options or remedies of the Indemnified Party are insufficient to reimburse the Indemnified Party for its actual losses, claims, damages or liabilities, then, and only then, shall the Indemnified Party have a right to indemnification from TMR Investors and even then only to the extent that indemnification by TMR Investors will be secondary to, and in excess of, the primary insurance, risk retention or other indemnification options or remedies of the Indemnified Party. Section 8.2. To the extent permitted by applicable law, the District shall indemnify, defend and hold harmless each Indemni- fied Party for, from and against any and all liabilities, claims or demands for injury or death to persons or damage to property arising from in connection with, or relating to the performance of this Agreement. The District shall not, however, be obligated to indemnify the District Indemnified Parties with respect to damages caused by the negligence or willful misconduct of the District Indemnified Parties. The District shall not indemnify, defend and hold harmless the Munici- pality with respect to matters relating to public infrastructure owned by the Municipality. Section 8.3. The District shall maintain primary general liability and public official liability insurance for the District and each member of the District Board with limits of two million ($2,000,000) dollars per occurrence or claim. The deductible associated with the insurance obtained for the District and the District Board shall not be more than $15,000 per occurrence or claim. 40 Villages of Tortolita CFD ARTICLE IX PAYMENT OF CERTAIN EXPENSES AND COSTS Section 9.1. To provide for expenses and costs for agents or third parties required to administer the Developer Bonds and to levy and collect ad valorem taxes for payment of the Developer Bonds and any purposes otherwise related to such activities of the District, amounts shall be budgeted by the District Board each Fiscal Year in the District Budget for such purposes and shall be paid from amounts available from the tax levy described in Section 6.2(d). Section 9.2. To provide for the payment of the District Expenses and the O/M Expenses, the District Board shall levy all or a portion of the O/M Tax and shall apply the collections of the O/M Tax first to pay the District Expenses. To the extent the collections of the O/M Tax are not sufficient to pay the District Expenses, TMR Investors shall, to the extent of reasonable amounts necessary therefor, be liable and obligated, jointly and severally, to pay or, on a reasonable basis acceptable to the District Manager in his sole discretion, obligate a homeowner's or similar association to pay, to the District on July 1 of each Fiscal Year of the District the amount of any shortfall indicated in the District Budget with respect to the District Expenses, including any amount required because of any shortfall in the prior Fiscal Year as provided in such District Budget and no matter how such shortfall was otherwise funded. The District shall only levy the O/M Tax in an amount necessary for the District 41 Villages of Tortolita CFD Expenses and the O/M Expenses reflected in the District Budget for the Fiscal Year of the District and only in reasonable amounts therefor. TMR Investors’ obligation relates only to the payment of District Expenses. To the extent the O/M Tax generates revenues in excess of the District Expenses, such overage will be applied to O/M Expenses. The obligation of TMR Investors pursuant to this Section shall not exceed $100,000 in total per Fiscal Year beginning with the first full Fiscal Year after the execution and delivery hereof by the District [provided, however, that for any period prior thereto such obligations shall not exceed $100,000 times the number of full months remaining in such Fiscal Year divided by twelve (12)] and shall only be effective until the July 1 after the levy of the O/M Tax at $0.30 per $100.00 of assessed valuation could first result in collections of $100,000, given the tax base of the District for the applicable tax year and assuming a delinquency factor of five percent (5%). Section 9.3. TMR Investors shall advance $50,000, as a deposit on account, to be applied by the Municipality to pay Initial Expenses upon written demand by the District Manager. When $25,000 of the $50,000 deposit is expended, an accounting will be made to TMR Investors of all amounts incurred by the Municipality for the Initial Expenses to date, and TMR Investors shall be liable and obligated, jointly and severally, to provide additional funds as necessary for the Initial Expenses in an amount requested by the Municipality which must be paid forthwith and which shall thereafter be the subject of a similar accounting. Amounts paid pursuant to this Section by TMR Investors which may be reimbursed under applicable law to TMR 42 Villages of Tortolita CFD Investors from the proceeds derived from the sale of the Developer Bonds shall, without the need for further request by TMR Investors, but subject to the extent of available amounts therefor, be included as part of the purpose of the Developer Bonds. The obligations of TMR Investors pursuant to this Section shall only be effective until the July 1 after the date that the first collections of the O/M Tax are received by the District. ARTICLE X MISCELLANEOUS Section 10.1. None of the Municipality, the District, TMR Investors shall knowingly take, or cause to be taken, any action which would cause interest on any Developer Bond to be includable in gross income for federal income tax purposes pursuant to Section 61 of the Internal Revenue Code of 1986, as amended. Section 10.2. (a) To provide evidence satisfactory to the District Manager that any prospective purchaser of land within the boundaries of the District has been notified that such land is within the boundaries of the District and that the Developer Bonds may be then or in the future, be outstanding, the Disclosure Statement shall be produced by TMR Investors, or, subsequent to a sale of land by TMR Investors, shall be produced by each homebuilder to whom TMR Investors has sold land; provided, however, that the Disclosure Statement may be modified as necessary in the future to adequately describe the Dis- trict and the Developer Bonds and the source of payment for debt service therefor as agreed by the District Manager and TMR Investors. 43 Villages of Tortolita CFD (b) TMR Investors shall or shall require each homebuilder to whom TMR Investors has sold land to: (1) cause any purchaser of land to sign the Disclosure Statement upon entering into a contract for purchasing such land; (2) provide a copy of each fully executed Dis- closure Statement to be filed with the District Manager and (3) provide such information and documents, including audited financial statements to any necessary repository or depository, but only to the extent necessary for the underwriters of the Developer Bonds to comply with Rule 15c2-12 of the Securities Exchange Act of 1934. Section 10.3. This Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective legal representatives, successors and assigns and the rights and obligations under the Agreement are attached to and run with the Property; provided, however, that none of the parties hereto shall be entitled to assign its right hereunder or under any document contemplated hereby without the prior written consent of the other parties to this Agreement. This Agreement shall not create conditions or exceptions to title or covenants running with any individual lots into which the Property is subdivided. Any title insurer can rely on the language of this Section when issuing any commitment to insure title to any individual lot or when issuing a title insurance policy for any individual lot. So long as not prohibited by law, this Agreement shall automatically terminate as to any individual lot (and 44 Villages of Tortolita CFD not in bulk), without the necessity of any notice, agreement or recording by or between the parties, upon conveyance of the lot to a homebuyer or commercial purchaser by a recorded deed. For purposes of this Section, "lot" shall be any lot upon which a home or commercial building has been completely constructed and approved to be occupied that is contained in a recorded subdivision plat that has been approved by the Municipality. Section 10.4. Each party hereto shall, promptly upon the request of any other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably requested or appropriate to evidence or give effect to the provisions of this Agreement. Section 10.5. This Agreement sets forth the entire under- standing of the parties as to the matters set forth herein as of the date this Agreement is executed and cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the parties hereto. This Agreement is intended to reflect the mutual intent of the parties with respect to the subject matter hereof, and as such no rule of strict construction shall be applied against any party. Section 10.6. This Agreement shall be governed by and interpreted in accordance with the laws of the State. Section 10.7. The waiver by any party hereto of any right granted to it under this Agreement shall not be deemed to be a waiver of any other right granted in this Agreement nor shall the same be deemed to be a waiver of a subsequent right obtained by reason of the 45 Villages of Tortolita CFD continuation of any matter previously waived under or by this Agreement. Section 10.8. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, but all of which taken together shall con- stitute one of the same instrument. Section 10.9. The Municipality and the District may, within three years after its execution, cancel this Agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Municipality or the District, respectively, is, at any time while this Agreement is in effect, an employee or agent of TMR Investors in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement and, if applicable, may recoup any fee or commission paid or due any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Municipality or the District, respectively, from TMR Investors arising as the result of this Agreement. TMR Investors has not taken and shall not take any action which would cause any person described in the preceding sentence to be or become an employee or agent of TMR Investors in any capacity or a consultant to any party to this Agreement with respect to the subject matter of this Agreement. Section 10.10. The term of this Agreement shall be as of the date of the execution and delivery hereof by each of the parties hereto and shall expire upon the earlier of (i) the agreement of the 46 Villages of Tortolita CFD District, the Municipality, TMR Investors to the termination hereof, (ii) September 1, 2069, and (iii) the date on which all of the Developer Bonds are paid in full or defeased to the fullest extent possible pursuant to the Act. Section 10.11. All notices, certificates or other communi- cations hereunder (including in the Exhibits hereto) shall be suffi- ciently given and shall be deemed to have been received 48 hours after deposit in the United States mail in registered or certified form with postage fully prepaid addressed as follows: If to the Municipality: 11555 North Civic Center Drive Marana, Arizona 85653 Attention: Manager If to the District: 11555 North Civic Center Drive Marana, Arizona 85653 Attention: Manager If to TMR Investors: 7377 E. Doubletree Ranch Rd., Suite 190 Scottsdale, AZ 85258 Attn: Michael B. Zipprich Any of the foregoing, by notice given hereunder, may designate differ- ent addresses to which subsequent notices, certificates or other com- munications will be sent. Section 10.12. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other 47 Villages of Tortolita CFD provision thereof, and such ruling person or tribunal shall not deem the entire Agreement to be invalid or unenforceable. Section 10.13. The headings or titles of the several Arti- cles and Sections hereof and in the Exhibits hereto, and any table of contents appended to copies hereof and thereof, shall be solely for convenience of reference and shall not affect the meaning, construc- tion or effect of this Agreement. Section 10.14. This Agreement does not relieve any party hereto of any obligation or responsibility imposed upon it by law; provided, however, that if the provisions of this Agreement conflict in any particular with those of the Land Development Agreement relat- ing to the District, the provisions of the Land Agreement, as amended, shall supersede and control those of this Agreement, as amended, in all respects. Section 10.15. No later than ten (10) days after this Agreement is executed and delivered by each of the parties hereto, TMR Investors shall on behalf of the Municipality and the District record a copy of this Agreement with the County Recorders of Pima County, Arizona and Pinal County, Arizona. Section 10.16. Unless otherwise expressly provided, the representations, covenants, indemnities and other agreements contained herein shall be deemed to be material and continuing, shall not be merged and shall survive any conveyance or transfer provided herein. Section 10.17. If any party hereto shall be unable to observe or perform any covenant or condition herein by reason of Force Majeure, then the failure to observe or perform such covenant or con- 48 Villages of Tortolita CFD dition shall not constitute a default hereunder so long as such party shall use its best efforts 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. Section 10.18. Whenever the consent or approval of any party hereto, or of any agency therefor, shall be required under the provisions hereof, such consent or approval shall not be unreasonably withheld, conditioned or delayed unless specifically otherwise limited as provided herein. Section 10.19. Notwithstanding any other provision of this Agreement to the contrary, the provisions of Sections 7.1, 8.1, 8.2, 9.3, 10.1, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 10.17, 10.18, 10.19 and 10.20 are the only provisions that are effective against the Municipality for purposes of the Intergovernmental Agreement Act as the Intergovernmental Agreement Act is intended to be applied for purposes of this Agreement. Section 10.20. (a) This Agreement in no way acquiesces to or obligates the Municipality or the District to perform a legislative act. (b) Failure or unreasonable delay by any party to perform or otherwise act in accordance with any term or provision of this Agreement for a period of thirty (30) days (hereinafter referred to as the "Cure Period") after actual receipt of written notice thereof from any other party, shall constitute a default under this Agreement; provided, however, that if the failure or delay is such that more than thirty (30) days would reasonably be required to 49 Villages of Tortolita CFD perform such action or comply with any term or provision hereof, or there is existing a Force Majeure event, then such party shall have such additional time as may be necessary to perform or comply so long as such party commences performance or compliance within a reasonable period of time under the facts applicable to each situation; provided further that the foregoing shall not apply to the last sentence of Section 9.2. Said notice shall specify the nature of the alleged default and the manner in which said default may be satisfactorily cured, if possible. In the event such default is not cured within the Cure Period, any non-defaulting party shall have all rights and remedies that are set forth in the next subsection. (c) Except as provided in subsection (b), the parties shall be limited to the remedies and the dispute resolution procedure set forth in this subsection and subsection (d). Any decision rend- ered by the Panel pursuant to the provisions of subsection (d) shall be binding on the parties unless and until a court of competent juris- diction renders a conflicting final decision on the disputed issue, and if any party does not abide by the decision rendered by the Panel during the pendency of an action before the court of competent jurisdiction or otherwise (if no court action), any other party may institute an action for money damages on the issues that were the subject of the Panel's decision and/or any other relief as may be permitted by law. (d) (1) If an event of default is not cured within the Cure Period, any non-defaulting party may institute the dispute resolution process set forth in this subsection (hereinafter referred 50 Villages of Tortolita CFD to as the "Process") by providing written notice initiating the Proc- ess (hereinafter referred to as the "Initiation Notice") to the defaulting party. (2) Within thirty (30) days after delivery of the Initiation Notice, each involved party shall appoint one person to serve on an arbitration panel (herein referred to as the "Panel"). Within twenty-five (25) days after delivery of the Initiation Notice, the persons appointed to serve on the Panel shall themselves jointly appoint one person to serve as a co-member of the Panel. Such jointly appointed person shall function as the chairperson of the Panel. (3) The remedies available for award by the Panel shall be limited to specific performance, declaratory relief and injunctive relief, all other forms of relief being herein expressly waived by all parties. (4) Any party can petition the Panel for an expedited hearing if circumstances justify it. Such circumstances shall be similar to what a court would view as appropriate for injunc- tive relief or temporary restraining orders. In any event, the hear- ing of any dispute not expedited shall commence as soon as practica- ble, but in no event later than forty-five (45) days after selection of the chairperson of the Panel. This deadline can be extended only with the consent of all parties to the dispute or by decision of the Panel upon a showing of emergency circumstances. (5) The chairperson of the Panel shall conduct the hearing pursuant to the Center For Public Resources' Rules for Non-Administered Arbitration of Business Disputes then in effect. The 51 Villages of Tortolita CFD chairperson of the Panel shall determine the nature and scope of dis- covery, if any, and the manner of presentation of relevant evidence, consistent with the deadlines provided herein, and the parties' objec- tive that disputes be resolved in a prompt and efficient manner. No discovery may be had of privileged materials or information. The chairperson of the Panel upon proper application shall issue such orders as may be necessary and permissible under law to protect confidential, proprietary or sensitive materials or information from public disclosure or other misuse. Any party may make application to the Court to have a protective order entered as may be appropriate to confirm such orders of the chairperson of the Panel. (6) The hearing, once commenced, shall proceed from business day to business day until concluded, absent a showing of emergency circumstances. Except as otherwise provided herein, the Process shall be governed by the Uniform Arbitration Act as enacted in the State. (7) The Panel shall, within fifteen (15) days from the conclusion of any hearing, issue its written decision, including the rationale and support for its decision. The decision shall be rendered in accordance with this Agreement and the laws of the State. (8) Any involved party may appeal the decision of the Panel to the Court for a de novo review of the issues decided by the Panel, so long as such appeal is made within thirty (30) days after the Panel’s decision is actually received by such party. The remedies available for award by the Court shall be limited to specific 52 Villages of Tortolita CFD performance, declaratory relief and injunctive relief, with all other forms of relief being herein expressly waived by all parties. During any pendency of an appeal, the decision of the Panel shall be binding on both parties until the Court renders a binding decision. If a non- prevailing party in the Process fails to appeal to the Court within the time frame set forth herein, the decision of the Panel shall be final and binding. If one party does not comply with the decision of the Panel during the pendency of the action before the Court or otherwise, then another party shall be entitled to exercise all rights and remedies that may be available under law or equity, including without limitation the right to institute an action for money damages related to the default that was the subject of the Panel's decision and the provisions of this subsection shall not apply to such an exercise of rights and remedies. (9) All fees and costs associated with the Process before the Panel, including without limitation the fees of the Panel, other fees, and the prevailing party's attorneys' fees, expert witness fees and costs, shall be paid by the non-prevailing party or parties. The determination of prevailing and non-prevailing parties, and the appropriate allocation of fees and costs, shall be included in the decision by the Panel. Similarly, all fees and costs associated with an appeal to the Court or any appellate court thereafter, includ- ing without limitation, the prevailing party's attorneys' fees, expert witness fees and costs, shall be paid by the non-prevailing party. The determination of prevailing and non-prevailing parties, and the 53 Villages of Tortolita CFD appropriate allocation of fees and costs, shall be included in the decision by the Court. * * * 54 Villages of Tortolita CFD IN WITNESS WHEREOF, the officers of the Municipality and of the District have duly affixed their signatures and attestations, and the duly authorized officer(s) of TMR Investors have affixed their signatures, all as of the day and year first written above. TOWN OF MARANA, ARIZONA By.................................... _______________________, Mayor ATTEST: ................................ Jocelyn C. Bronson, Town Clerk Pursuant to A.R.S. Section 11-952(D), this Agreement has been reviewed by the undersigned attorney for the Municipality who has determined that this Agreement is in proper form and is within the powers and author- ity granted pursuant to the laws of this State to the Munici- pality ................................ Frank Cassidy, Town Attorney 55 Villages of Tortolita CFD VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT By.................................... Chairperson, District Board ATTEST: ................................ Jocelyn C. Bronson, District Clerk Pursuant to A.R.S. Section 11-952(D), this Agreement has been reviewed by the undersigned attorney for the District, who has determined that this Agree- ment is in proper form and is within the powers and authority granted pursuant to the laws of this State to the District ................................ Frank Cassidy, District Counsel 56 Villages of Tortolita CFD TMR INVESTORS, LLC, an Arizona limited liability company By: TMR Management, LLC, an Arizona limited liability company, its Manager By: Zipprich Group, LLC, an Arizona limited liability company, its Member By:____________________________ Michael B. Zipprich, Manager By: INCA Capital, LLC, an Arizona limited liability company, its Member By:____________________________ William Cleverly, Manager 57 Villages of Tortolita CFD ATTACHMENTS: EXHIBIT A -- Legal Description Of The Property EXHIBIT B -- Intentionally left blank EXHIBIT C -- Form Of Certificate Of Engineers For Conveyance Of Segment Of Project EXHIBIT D -- Form Of Conveyance Of Segment Of Project EXHIBIT E -- Form Of Disclosure Statement EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY B-1 EXHIBIT B [intentionally omitted] C-1 EXHIBIT C FORM OF CERTIFICATE OF ENGINEERS FOR CONVEYANCE OF SEGMENT OF ACQUISITION PROJECT CERTIFICATE OF ENGINEERS FOR CONVEYANCE OF SEGMENT OF ACQUISITION PROJECT (insert description of Acquisition Project/Segment) STATE OF ARIZONA ) COUNTY OF PIMA ) TOWN OF MARANA ) ss. VILLAGES OF TORTOLITA COMMUNITY ) FACILITIES DISTRICT ) We the undersigned, being Professional Engineers in the State of Arizona and, respectively, the duly appointed District Engi- neer for Villages of Tortolita Community Facilities District (hereinafter referred to as the "District"), and the engineer employed by TMR Investors, LLC (hereinafter referred to as "TMR Investors"), each hereby certify for purposes of the District Development, Financing Participation and Intergovernmental Agreement (Villages of Tortolita Community Facilities District), dated as of ____________, 2019 (hereinafter referred to as the "Agreement"), by and among the District, the Town of Marana, Arizona, TMR Investors, LLC, that: 1. The Segment indicated above has been performed in every detail pursuant to the Plans and Specifications (as such term and all of the other initially capitalized terms in this Certificate are defined in the Agreement) and the Acquisition Project Construction Contract (as modified by any change orders permitted by the Agreement) for such Segment. 2. The Segment Price as publicly bid and including the cost of approved change orders for such Segment is $............. 3. TMR Investors provided for compliance with the requirements for public procurement for such Segment as required by the Agreement (including, particularly but not by way of limitation, Title 34, Chapter 2, Article 1, Arizona Revised Statutes, as amended) in connection with award of the Acquisition Project Construction Contract for such Segment. 4. TMR Investors filed all construction plans, speci- fications, contract documents, and supporting engineering data for the construction or installation of such Segment with the Municipality. 5. TMR Investors obtained good and sufficient performance and payment bonds in connection with such Contract. C-2 DATED AND SEALED THIS ...... DAY OF ..............., 200.. By.................................... District Engineer [P.E. SEAL] [P.E. SEAL] By.................................... Engineer for TMR Investors [Confirmed for purposes of Section 3.5 of the Development Agreement by ...................................... Manager for Villages of Tortolita Community Facilities District*] [THIS WILL BE REQUIRED FOR EVERY SEGMENT ACQUIRED WITH PROCEEDS OF THE SALE OF THE DEVELOPER BONDS!!!] ______________________________ * To be inserted if the provisions of Section 3.5 hereof are applicable to the respective Segment of the Project D-1 EXHIBIT D FORM OF CONVEYANCE OF SEGMENT OF ACQUISITION PROJECT CONVEYANCE OF SEGMENT OF ACQUISITION PROJECT (Insert description of Acquisition Project/Segment) STATE OF ARIZONA ) COUNTY OF PIMA ) TOWN OF MARANA ) ss. VILLAGES OF TORTOLITA COMMUNITY ) FACILITIES DISTRICT ) KNOW ALL MEN BY THESE PRESENTS THAT: ....................................... ("........."), for good and valuable consideration received by .......... from Villages of Tortolita Community Facilities District, a community facilities district formed by the Town of Marana, Arizona (the "Municipality"), and duly organized and validly existing pursuant to the laws of the State of Arizona (the "District"), receipt of which is hereby acknowledged [, and the promise of the District to hereafter pay the amounts described in the hereinafter described Development Agreement],* does by these presents grant, bargain, sell and convey to the District, its successors and assigns, all right, title and interest in and to the following described property, being the subject of a District Development, Financing Participation and Intergovernmental Agreement (Villages of Tortolita Community Facilities District), dated as of _________ 1, 2019, by and among Municipality, the District, and TMR Investors, LLC and more completely described in such Development Agreement: [Insert description of Acquisition Project/Segment] together with any and all benefits, including warranties and performance and payment bonds, under the Acquisition Project Construc- tion Contract (as such term is defined in such Development Agreement) or relating thereto, all of which are or shall be located within utility or other public easements dedicated or to be dedicated by plat or otherwise free and clear of any and all liens, easements, restric- tions, conditions, or encumbrances affecting the same [, such subse- quent dedications not affecting the promise of the District to here- after pay the amounts described in such Development Agreement],* but subject to all taxes and other assessments, reservations in patents, * Insert with respect to any acquisition financed pursuant to Section 5.2(a) hereof. D-2 and all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations, leases, and liabilities or other matters as set forth on Exhibit I hereto. TO HAVE AND TO HOLD the above-described property, together with all and singular the rights and appurtenances thereunto in any- wise belonging, including all necessary rights of ingress, egress, and regress, subject, however, to the above-described exception(s) and reservation(s), unto the District, its successors and assigns, for- ever; and .......... does hereby bind itself, its successors and assigns to warrant and forever defend, all and singular, the above- described property, subject to such exception(s) and reservation(s), unto the District, its successors and assigns, against the acts of .......... and no other. .......... binds and obligates itself, its successors and assigns, to execute and deliver at the request of the District any other or additional instruments of transfer, bills of sale, convey- ances, or other instruments or documents which may be necessary or desirable to evidence more completely or to perfect the transfer to the District of the above-described property, subject to the excep- tion(s) and reservation(s) hereinabove provided. This conveyance is made pursuant to such Development Agree- ment, and .......... hereby agrees that the amounts specified above and paid [or promised to be paid*] to .......... hereunder satisfy in full the obligations of the District under such Development Agreement and hereby releases the District from any further responsibility to make payment to .......... under such Development Agreement except as above provided. .........., in addition to the other representations and warranties herein, specifically makes the following representations and warranties: 1. .......... has the full legal right and authority to make the sale, transfer, and assignment herein provided. 2. .......... is not a party to any written or oral contract which adversely affects this Conveyance. 3. .......... is not subject to any bylaw, agreement, mortgage, lien, lease, instrument, order, judgment, decree, or other restriction of any kind or character which would prevent the execution of this Conveyance. 4. .......... is not engaged in or threatened with any legal action or proceeding, nor is it under any investigation, which prevents the execution of this Conveyance. 5. The person executing this Conveyance on behalf of .......... has full authority to do so, and no further official action need be taken by .......... to validate this Conveyance. D-3 6. The facilities conveyed hereunder are all located within property owned by .......... or utility or other public easements dedicated or to be dedicated by plat or otherwise. IN WITNESS WHEREOF, .......... has caused this Conveyance to be executed and delivered this .......... day of ..............., 200.. ...................................... By.................................... By.................................... Title:.............................. D-4 STATE OF .......... ) ) ss. COUNTY OF .......... ) This instrument was acknowledged before me on .............., 200.. by ........................................., of ..........................., an Arizona limited liability company, on behalf of said corporation. ................................... Notary Public ................................... Typed/Printed Name of Notary [NOTARY SEAL] My Commission Expires:............. EXHIBIT I PHX 327532401v4 8/27/2007 EXHIBIT I TO CONVEYANCE OF SEGMENT OF PROJECT (Insert description of Project/Segment) E-1 EXHIBIT E FORM OF DISCLOSURE STATEMENT VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT DISCLOSURE STATEMENT TMR Investors, LLC, an Arizona limited liability company (the "Developer"), in conjunction with the Town of Marana, Arizona (the "Town"), has established a community facilities district ("CFD") at the development known as "Villages of Tortolita." The CFD has financed and, in the future, will finance certain public infrastructure improvements, which will result in a property tax liability for each property owner of Villages of Tortolita resulting from being in the CFD. BACKGROUND On September 30, 1988, the Arizona Community Facilities District Act became effective. This provision in State law was created to allow Arizona municipalities to form CFDs for the primary purpose of financ- ing the acquisition, construction, installation, operation and/or maintenance of public infrastructure improvements, including water and sewer improvements. HOW THE CFD WORKS On _________, 2019, the Mayor and Council of the Town formed the CFD which includes all of the residential and commercial property in Villages of Tortolita. An election was held on .........., 2019, at which time the owners of the property within the CFD voted to authorize up to $____________ of ad valorem tax bonds to be issued over time by the CFD to finance the acquisition or construction of water, sewer, road and park improvements. The improvements have been or will be dedicated to the Town after acquisition or construction of such public infrastructure by the CFD. The Town will operate and maintain such improvements. WHAT WILL BE FINANCED? The CFD has been established to finance up to $____________ in public infrastructure improvements within or benefiting Villages of Tortolita including financing costs related to such improvements. The initial bond issue is expected to be approximately $.......,000. The proceeds of this bond issue is currently expected to be utilized to finance the engineering, design and construction of a portion of the .......... E-2 improvements for Villages of Tortolita. In addition, it is anticipated that approximately $..........,000 in bonds will be issued over the next approximately .......... years for future phases of infrastructure at Villages of Tortolita. Thereafter, any remaining bond authorization would be available for issuance to finance other improvements. AD VALOREM TAXES OF THE CFD General obligation bonds and the CFD’s operation and maintenance expenses are paid from ad valorem taxes levied against all property within the CFD. Your share of general obligation bond payments and expenses are included as part of your regular Pima County property tax statement and are separately shown in addition to taxes levied by the Town of Florence and other political subdivisions. SPECIAL ASSESSMENTS OF THE CFD Special assessment bonds are paid from special assessment payments secured by an assessment lien on each benefited lot within a special assessment area. Special assessment areas are formed from time to time based on the public improvements being constructed or acquired with proceeds of the special assessment bonds. The amount of the special assessment liens may vary depending upon the size of the lot within the special assessment area, the benefit estimated to be received by each such lot, the cost of the public improvements to be acquired, and the financing terms of the applicable special assessment bonds. The special assessment payments as well as the applicable administration charges are anticipated to be collected through your regular Maricopa County property tax bill. BENEFITS TO RESIDENTS The bond issues by the CFD will benefit all residents within Villages of Tortolita by providing public roadway, utility, drainage, park and recreation and other public infrastructure improvements. This benefit was taken into account by the Developer in connection with establishing the price of the lot on which your home is to be located. Each resident of the CFD will participate in the repayment of the bonds in the form of an additional property tax to the current property taxes assessed by other governmental entities. This added tax is currently deductible for purpose of calculating federal and state income taxes. PROPERTY OWNERS' TAX LIABILITY The obligation to retire the bonds will become the responsibility of any property owner in the CFD through the payment of property taxes collected by the Pima County Treasurer in addition to all other property tax payments. (PLEASE NOTE THAT AT THIS TIME, OTHER THAN GLADDEN FARMS COMMUNITY FACILITIES DISTRICT, NO OTHER AREA WITHIN THE E-3 BOUNDARIES OF THE TOWN IS SUBJECT TO A PROPERTY TAX LEVIED BY ANY OTHER COMMUNITY FACILITIES DISTRICT.) Beginning in fiscal year 201____, the CFD levied a not to exceed $__________ per $100.00 of assessed valuation tax rate to provide for repayment of the bonds and the payment of certain administrative expenses associated therewith and to provide for the expenses of the CFD and of operation and maintaining the infrastructure it finances. Although the level of the tax rate is not limited by law, the tax rate of the CFD is not expected to exceed $_________ per $100.00 of assessed valuation for as long as the bonds are outstanding. The tax rate will be maintained initially at the $_______ level by means of agreements with the Developer which require the Developer to provide for the difference above such $__________ rate. (There can be no guarantee that the Developer will be able to make such payments in the future and, if it cannot, tax rates will be increased to provide for such repayment.) As growth of the tax base occurs within the CFD, it is anticipated that such payments from the Developer will no longer be necessary if debt service is covered by the $_________ tax rate at which time the District may release the developers from such obligations. INITIAL FINANCING’S COST TO HOMEOWNER The District has formed a special assessment area (the “Special Assessment Area”) that includes Parcel ____ for the construction and/or acquisition of certain public improvements, i.e., construction of ___________________. The District has assessed Lot ____ within Parcel _______ in the amount of $_________ (the “Assessment”). IMPACT OF ADDITIONAL CFD PROPERTY TAX The following shows the total annual District taxes including the District operational and maintenance tax, for repayment of expected District general obligation bonds as well as the anticipated special assessment obligation. Market Value of Residence(1) (A) Estimated Annual General Obligation and Expense Payment(2) (B) Estimated Annual Special Assessment Payment(3) (A) + (B) Estimated Total Annual CFD Tax Payments(4) $250,000 - - - 275,000 - - - 300,000 - - - 325,000 - - - 350,000 - - - 375,000 - - - 400,000 - - - Footnotes E-4 (1) Market value is not the same as full cash value as reported by the County Assessor, which is typically 85% of market value. (2) General obligation bond debt service and operations and maintenance expenses assuming a $_______ increase in the ad valorem property tax rate per $100 of assessed value. The estimated annual additional tax liability will vary depending upon the final terms of the General Obligation Bonds. (3) All lots located within the boundaries of the District are anticipated to have a special assessment lien. (4) All of the taxes and charges described above are in addition to any taxes, fees and charges imposed by the Town of Florence or other political subdivisions and are in addition to any assessments or fees imposed by any homeowners association. ____________________ *Assumptions: A. Assumes residential property assessment ratio will remain at 10%. B. Tax amount is computed by multiplying the tax rate per $100 of assessed value by full cash value times the assessment ratio. Additional information regarding the description of infrastructure improvements to be financed by the CFD, bond issue public disclosure documents and other documents and agreements (including a copy of this Disclosure Statement) are available for review in the Town of Marana Town Clerk's office. Your signature below acknowledges that you have read this disclosure document at the time you made your decision to purchase property at Villages of Tortolita and you signed your purchase contract and that you understand the property you are purchasing will be taxed to pay the CFD bonds described above. .............................. .............................. Home Buyer(s) Signature/Date Home Buyer(s) Printed Name(s) .............................. .............................. Home Buyer(s) Signature/Date ................... Parcel No. ..... Lot No. ..... Exhibit / The Villages of Tortolita Community Facilities District Development Agreement Exhibit 0 The Villages of Tortolita Community Facilities District Estimated Assessed Valuation Build-Up 01 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Year2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035203620372038203920402041Single FamilyAbsorption- 100 175 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 175 114 Cumulative- 100 275 575 875 1,175 1,475 1,775 2,075 2,375 2,675 2,975 3,275 3,575 3,875 4,175 4,475 4,775 5,075 5,375 5,550 5,664 Average Unit Price -$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ Single Family Sales -$ 26,000,000$ 45,500,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 45,500,000$ 29,640,000$ CommercialAbsorption - EDUs - - - - - 165 165 - - - - - - - - - - - - - - - Cumulative- - - - - 165 330 330 330 330 330 330 330 330 330 330 330 330 330 330 330 330 Average EDU Price-$ -$ -$ -$ -$ 260,000$ 260,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Commercial Sales-$ -$ -$ -$ -$ 42,944,715$ 42,944,715$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ TotalAbsorption - 100 175 300 300 465 465 300 300 300 300 300 300 300 300 300 300 301 302 303 179 119 Cumulative- 100 275 575 875 1,340 1,805 2,105 2,405 2,705 3,005 3,305 3,605 3,905 4,205 4,505 4,805 5,106 5,408 5,711 5,890 6,009 Average Unit Price -$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 260,000$ 259,136$ 258,278$ 257,426$ 254,190$ 249,076$ Total Sales -$ 26,000,000$ 45,500,000$ 78,000,000$ 78,000,000$ 120,944,715$ 120,944,715$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 45,500,000$ 29,640,000$ Cumulative -$ 26,000,000$ 71,500,000$ 149,500,000$ 227,500,000$ 348,444,715$ 469,389,430$ 547,389,430$ 625,389,430$ 703,389,430$ 781,389,430$ 859,389,430$ 937,389,430$ 1,015,389,430$ 1,093,389,430$ 1,171,389,430$ 1,249,389,430$ 1,327,389,430$ 1,405,389,430$ 1,483,389,430$ 1,528,889,430$ 1,558,529,430$ Added to Tax RollSingle Family Value -$ 6,500,000 24,375,000 48,750,000 69,875,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 78,000,000 69,875,000 49,660,000 Commercial Value - - - - - 10,736,179 32,208,536 32,208,536 10,736,179 - - - - - - - - - - - - - Total Value-$ 6,500,000$ 24,375,000$ 48,750,000$ 69,875,000$ 88,736,179$ 110,208,536$ 110,208,536$ 88,736,179$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 78,000,000$ 69,875,000$ 49,660,000$ Cumulative Total Value -$ 6,500,000$ 30,875,000$ 79,625,000$ 149,500,000$ 238,236,179$ 348,444,715$ 458,653,251$ 547,389,430$ 625,389,430$ 703,389,430$ 781,389,430$ 859,389,430$ 937,389,430$ 1,015,389,430$ 1,093,389,430$ 1,171,389,430$ 1,249,389,430$ 1,327,389,430$ 1,405,389,430$ 1,475,264,430$ 1,524,924,430$ Cumulative Units on Tax Roll (1) - 25 119 306 575 916 1,340 1,764 2,105 2,405 2,705 3,005 3,305 3,605 3,905 4,205 4,505 4,806 5,107 5,409 5,680 5,875 Assessed Value - 409,500 1,535,625 3,071,250 4,402,125 6,131,483 8,566,448 8,566,448 6,131,483 4,914,000 4,914,000 4,914,000 4,914,000 4,914,000 4,914,000 4,914,000 4,914,000 4,914,000 4,914,000 4,914,000 4,402,125 3,128,580 Existing Undeveloped AV (2)34,020$ 34,020$ 32,459$ 30,757$ 29,054$ 26,414$ 23,774$ 22,071$ 20,369$ 18,666$ 16,964$ 15,261$ 13,558$ 11,856$ 10,153$ 8,451$ 6,748$ 5,040$ 3,326$ 1,606$ 590$ (85)$ Total AV34,020$ 443,520$ 1,568,084$ 3,102,007$ 4,431,179$ 6,157,897$ 8,590,222$ 8,588,519$ 6,151,852$ 4,932,666$ 4,930,964$ 4,929,261$ 4,927,558$ 4,925,856$ 4,924,153$ 4,922,451$ 4,920,748$ 4,919,040$ 4,917,326$ 4,915,606$ 4,402,715$ 3,128,495$ Total Cumulative AV 34,020$ 443,520$ 1,977,584$ 5,047,132$ 9,447,554$ 15,576,397$ 24,140,205$ 32,704,950$ 38,834,730$ 43,747,028$ 48,659,325$ 53,571,622$ 58,483,920$ 63,396,217$ 68,308,515$ 73,220,812$ 78,133,109$ 83,045,401$ 87,957,687$ 92,869,967$ 97,271,077$ 100,398,981$ Cumulative Debt Service (3) 1,374$ 17,907$ 79,845$ 203,778$ 381,445$ 628,897$ 974,661$ 1,320,462$ 1,567,952$ 1,766,286$ 1,964,620$ 2,162,954$ 2,361,288$ 2,559,622$ 2,757,956$ 2,956,290$ 3,154,624$ 3,352,958$ 3,551,292$ 3,749,625$ 3,927,320$ 4,053,609$ Annual Debt Service (3)1,374$ 17,907$ 63,311$ 125,244$ 178,909$ 248,625$ 346,830$ 346,761$ 248,381$ 199,156$ 199,088$ 199,019$ 198,950$ 198,881$ 198,813$ 198,744$ 198,675$ 198,606$ 198,537$ 198,468$ 177,760$ 126,313$ O&M Funds 102$ 1,331$ 5,933$ 15,141$ 28,343$ 46,729$ 72,421$ 98,115$ 116,504$ 131,241$ 145,978$ 160,715$ 175,452$ 190,189$ 204,926$ 219,662$ 234,399$ 249,136$ 263,873$ 278,610$ 291,813$ 301,197$ Total Payment1,476$ 19,238$ 85,778$ 218,919$ 409,788$ 675,626$ 1,047,081$ 1,418,577$ 1,684,456$ 1,897,527$ 2,110,598$ 2,323,669$ 2,536,740$ 2,749,811$ 2,962,882$ 3,175,953$ 3,389,024$ 3,602,094$ 3,815,165$ 4,028,235$ 4,219,133$ 4,354,806$ Potential Cumulative Bonding Capacity (4) 19,359$ 252,382$ 1,125,331$ 2,872,035$ 5,376,065$ 8,863,640$ 13,736,815$ 18,610,523$ 22,098,632$ 24,893,940$ 27,689,249$ 30,484,557$ 33,279,866$ 36,075,174$ 38,870,483$ 41,665,791$ 44,461,100$ 47,256,405$ 50,051,707$ 52,847,006$ 55,351,426$ 57,131,339$ Cumulative Proceeds18,197$ 237,239$ 1,057,811$ 2,699,713$ 5,053,501$ 8,331,821$ 12,912,606$ 17,493,892$ 20,772,714$ 23,400,304$ 26,027,894$ 28,655,484$ 31,283,074$ 33,910,664$ 36,538,254$ 39,165,844$ 41,793,434$ 44,421,021$ 47,048,605$ 49,676,186$ 52,030,341$ 53,703,458$ Potential Annual Bonding Capacity (4) 19,359$ 252,382$ 892,307$ 1,765,175$ 2,521,531$ 3,504,108$ 4,888,206$ 4,887,237$ 3,500,668$ 2,806,899$ 2,805,930$ 2,804,962$ 2,803,993$ 2,803,024$ 2,802,055$ 2,801,086$ 2,800,117$ 2,799,145$ 2,798,170$ 2,797,191$ 2,505,334$ 1,780,248$ Annual Proceeds 18,197$ 237,239$ 838,769$ 1,659,265$ 2,370,240$ 3,293,862$ 4,594,913$ 4,594,003$ 3,290,628$ 2,638,485$ 2,637,575$ 2,636,664$ 2,635,753$ 2,634,842$ 2,633,932$ 2,633,021$ 2,632,110$ 2,631,196$ 2,630,280$ 2,629,360$ 2,355,014$ 1,673,433$ Footnotes:(1)(2)Source: Pima/Pinal County Assessor(3)Represents 95% of the total amount for debt service to account for potential delinquency.(4)Assumes the following: 25 year amortization period, 5.00% interest rate. The number represents the cumulative bonding capacity for the year indicated.The Villages of Tortolita Assumes the following: 25% of homes sales will be placed on the County tax rolls in the year in which they are constructed and sold, 50% will be placed on the tax rolls in the following year, and the remaining 25% will be placed on the tax rolls in year three.Estimated Assessed Valuation Build-UpCommunity Facilities District Exhibit 1 The Villages of Tortolita Community Facilities District Sources and Uses of Funds The Villages of Tortolita Community Facilities DistrictSources and Uses of FundsPublic Infrastructure ConstructionTotals2020202120222023202420252026202720282029203020312032203320342035 2036 2037 2038 2039 2040 2041Sources of FundsEquity / Cash Flow / Loans (1) $ 213,869,892 $ (18,197) $ 31,200,042 $ 30,137,685 $ (3,041,745) $ 57,042,200 $ 14,897,391 $ (6,783,840) $ 54,807,376 $ 15,588,178 $ (4,020,965) $ 14,252,693 $ 20,344,520 $ 2,720,626 $ (3,153,399) $ (3,152,488) $ (3,151,577) $ (3,798,609) $ (4,013,677) $ (4,012,760) $ (4,011,840) $ (3,161,461) $ (2,175,734)CFD Funds SA (Net) (2) $ 24,619,563 - 510,250 1,020,500 1,530,750 1,530,750 2,296,125 2,423,688 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 1,530,750 892,938 556,173 CFD Funds GO (Net) (3)41,979,498 18,197 237,239 838,769 1,659,265 2,370,240 3,293,862 4,594,913 4,594,003 3,290,628 2,638,485 2,637,575 2,636,664 2,635,753 2,634,842 2,633,932 2,633,021 2,632,110 2,631,196 2,630,280 2,629,360 2,355,014 1,673,433 Total Sources 280,468,952 - 31,947,531 31,996,954 148,270 60,943,190 20,487,378 234,761 60,932,129 20,409,556 148,270 18,421,018 24,511,934 6,887,129 1,012,194 1,012,194 1,012,194 364,251 148,270 148,270 148,270 86,491 53,871 Uses of FundsPublic Improvements278,084,279$ $ - $ 31,898,108 $ 31,898,108 $ - $ 60,794,920 $ 20,264,973 $ - $ 60,783,859 $ 20,261,286 $ - $ 18,272,748 $ 24,363,664 $ 6,738,859 $ 863,924 $ 863,924 $ 863,924 $ 215,981 $ - $ - $ - $ - $ - Assessment Bond Debt Service (4)2,384,673 - 49,423 98,847 148,270 148,270 222,405 234,761 148,270 148,270 148,270 148,270 148,270 148,270 148,270 148,270 148,270 148,270 148,270 148,270 148,270 86,491 53,871 Total Uses 280,468,952$ -$ 31,947,531$ 31,996,954$ 148,270$ 60,943,190$ 20,487,378$ 234,761$ 60,932,129$ 20,409,556$ 148,270$ 18,421,018$ 24,511,934$ 6,887,129$ 1,012,194$ 1,012,194$ 1,012,194$ 364,251$ 148,270$ 148,270$ 148,270$ 86,491$ 53,871$ Net Cash Flow-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Source: ApplicantFootnotes(1)All improvements will be funded with internal funds, project cash flow and/or third party and/or related party loans.(2)Represent the net construction proceeds assuming an average $6,500 special assessment lien per lot.Assessment bonds are anticipated to be issued in conjunction with the construction of a phase.(3)Represents the net construction proceeds related to the issuance of general obligation bonds. It is anticipatedthat general obligation bonds will be issued over time as the secondary assessed valuation of the district increaseswith the construction of homes and commercial buildings.(4)Assuming 12 months of capitalized interest. Exhibit 2 The Villages of Tortolita Community Facilities District 'LUHFWRUV 2IILFHUV,QVXUDQFH 1VCMJD0GGJDJBMT%JSFDUPSTBOE0GGJDFST -JBCJMJUZ*OTVSBODF The Villages of Tortolita Community Facilities District CFD PPUUBBLLIICC OOFFFFIICCIIAALLSS DDIIRREECCTTOORRSS && OOFFFFIICCEERRSS LLIIAABBIILLIITTYY IINNSSUURRAANNCCEE PPRROOPPOOSSAALL Presented by: Nancy Draper-Clark The Mahoney Group Kevin Dorse, Executive Vice President AmWINS Brokerage September 2019 Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 2 INTRODUCTION We have completed our negotiations to secure for Verde Trails Community Facilities District No. 1., a comprehensive and competitive Public Officials Directors & Officers Liability (D&O) program of insurance. On a primary basis, we secured a $2 million Public Officials D&O quote from PGU on behalf of Indian Harbor Insurance Company (AXA-XL), an “A” Excellent, XV, A.M. Best rated insurer, for a total annual premium of $9,543 + taxes/fees. This coverage applies to the Public Entity (Named Insured), its directors, officers and employees. The provided terms apply as follows: a. An actual or alleged act, error, omission, misstatement, misleading statement or breach of duty, including any Personal Injury, by any Insured, if committed in the performance of his or her duties for You; b. An actual or alleged violation of civil rights protected under 42 USC § 1981 et seq., or any similar federal, state or local law, by any Insured, if committed in the performance of his or her duties for You; c. Any matter claimed against an Insured solely by reason of his or her status as an Insured during the Policy Period, if committed in the performance of his or her duties for You; or d. Any actual or alleged act, error, omission, misstatement, misleading statement or breach of duty by a natural person Insured while serving, at the direction or request of You, in his or her capacity as a board member or committee member of a not-for-profit organization, other than You, which is exempt from taxation under Section 501(c) (3) of the Internal Revenue Code, as the same may be amended from time to time, at Your direction or request. Coverage available pursuant to subsection d. shall be excess of and not contribute with any other insurance plan or program of self-insurance carried by such not-for-profit corporation, and any contribution or indemnification to which a natural person Insured is entitled from such not-for-profit organization. We would note, however, that coverage related to the issuance of bonds is restricted to a $250,000 defense only sub-limit as it relates to tax exempt issues. To ensure full and Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 3 comprehensive protection for individual insureds, we have secured a comprehensive A- Side “Difference-in-Conditions” (DIC), policy that will drop down with no gap in coverage, should the primary policy’s $250,000 bond related defense limit be exhausted, or if damages or a settlement be situated prior to its exhaustion. Such coverage only apples if there is no indemnification available from the corporate entity, or any other insurance (usually due to insolvency or a legal prohibition). The $2 million of DIC coverage is provided by AIG for a total premium $6,000. The value of the A-Side DIC policy is that it effectively only has an exclusion for finally adjudicated illegal personal profit or fraud, which of course is uninsurable by law. This means that the coverage is extremely expansive and all-encompassing. It is a last line of defense for individual insureds in catastrophic situations. To assist in understanding how the A-Side policy fits in with the primary Public Officials policy, we have provided a Program Structure discussion at the close of this proposal. On the next page, please find a summary of the structure and costs connected with the proposal Public Officials and A-Side DIC program. A fully completed and currently executed PGU application is required for binding. Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 4 D&O PROGRAM OVERVIEW PGU/XL – Public Officials D&O $9,543 + taxes/fees Limits in Millions $2 AIG Primary A-Side DIC $6,000 + taxes/fees $4 Total $16,498 + taxes/fees Drops down to dollar $1 for non- indemnifiable claims, if the primary does not apply, including excess of the $250,000 Bond sub- limit in the primary. $10,000 Deductible Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 5 DETAILED QUOTATIONS Insurer: Indian Harbor Insurance Company, a member of AXA-XL Group (PGU) “A” Excellent, XV rated by A.M. Best Non-Admitted Form: Public Officials Management & Employment Practices Liability – Claims Made Retro Date: Inception. Backdate on future renewals Limits: $2,000,000 per Claim and in the Aggregate for Public Officials Management Only Retention: $10,000 per Claim Premium: $9,543 + $500 AmWINS E&S fee + 321.38 E&S taxes = $10,364.38 (25% minimum earned premium after coverage is bound) Forms: PGU POL 2000 04 17 Public Officials Employment Practices Liability Declarations IL MP 9104 0314 IHIC 03 14 In Witness Endorsement PGU 2002 04 17 Schedule of Forms and Endorsements PGU POL 2001 04 17 Public Officials and Employment Practices Liability Insurance Policy PGU 1010 04 17 Delete Insurance Agreement Item 2. Employment Practices Liability and Third-Party Liability Coverage PGU POL 1045 04 17 Defense Expenses within the Limit of Liability Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 6 PGU 1052 (POL) 04 17 Minimum Earned Premium Upon Cancellation (25%) PGU POL 1072 04 17 Defense Coverage for Tax-Exempt Bond Claims-$250,000 PN CW 01 09 15 Notice to Policyholders – Fraud Notice PN CW 02 10 15 Notice of Policyholders – Privacy Policy PN CW 05 09 14 Notice to Policyholders – OFAC Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 7 A-Side “Difference-in-Conditions” (DIC), Quotation Insurer: National Union Fire Insurance Company, a member of AIG (AIG) “A” Excellent, XV rated by A.M. Best Admitted Form: Side-A Edge Insurance Coverage Retro Date: None Limits: $2,000,000 per Claim and in the Aggregate Retention: None Premium: $6,000 + $500 AmWINS fee Endts: 99758 08/08 Notice of Claim (Reporting by Email) 119679 09/15 Economic Sanctions Endorsement 52132 08/17 Arizona Amendatory – Cancellation/Nonrenewal 78859 10/01 Forms Index Endorsement 117122 12/13 Private Company Coverage 117133 12/13 Pending and Prior Litigation Exclusion 122179 07/16 Side A Edge Amendatory Endorsement 125595 03/17 Federal Share of Compensation under TRIA and Cap on Losses Endorsement PROGRAM STRUCTURE DISCUSSION Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 8 The traditional D&O policy consists of what are generally referred to as Insuring Agreements “A,” “B” and “C” which afford coverage as illustrated below. Insuring Agreement A provides “worst case scenario” protection for the personal assets of the directors and officers. Side A responds when the Corporate Entity does not have the financial ability to indemnify, as well as in situations where it is deemed to be against public policy to indemnify the directors and officers. Insuring Agreement B reimburses the Corporate Entity for its indemnification obligation to its directors and officers pursuant to the corporate by-laws. Insuring Agreement C provides direct coverage to the Corporate Entity itself in situations where it is named as a defendant. The Public Officials Policy is structured slightly differently but the coverage works in the same manner and applies as discussed for individuals and the corporate entity. Most D&O claims are paid out under Insuring Agreements B and C. Typically claims are brought against both the entity and individual directors and officers thus triggering both Side B and Side C of the D&O policy. It may be helpful to think of Insuring Agreements B and C as providing “balance sheet protection” whereby the insurance is repaying the Corporate Entity for its costs to defend itself and its individual directors and officers. On the following page we have compiled a pictorial representation of the structure of a D&O policy, as discussed above. Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 9 The Risks Inherent in Traditional D&O Policy Structure While the traditional D&O policy is necessary to provide balance sheet protection to the corporate entity along with coverage for individual insured persons, there are situations where extending coverage to the corporate entity can be problematic. BANKRUPTCY - In a claim situation, a bankruptcy court will likely seek to seize a traditional D&O policy since most claims name both the corporate entity and individual Insureds. Therefore, the policy may be subject to an automatic stay provision imposed in bankruptcy thus preventing access to defense costs and any potential damages. The presence of a priority of payments provision in the traditional policy strengthens 9 Typical Structure of a D&O Policy Self-Insured Retention Both Side B and C are subject to a retention Protects the Company’s Balance Sheet Side C Coverage • Coverage for the Corporate Entity Side B Coverage • Covers Reimbursement of Directors and Officers liability for indemnifiable loss by the Entity • Indirect coverage for Directors and Officers Side A Coverage • Covers Directors and Officers Liability for non- indemnifiable loss; Direct coverage for Directors and Officers • Examples of non- indemnifiable claims: • Derivative Lawsuits • Insolvency • Legal Prohibition Protects the Individual No Self-Insured Retention Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 10 individual Insureds’ chance of accessing such funds but it has proven to not be a failsafe provision in all jurisdictions. INSOLVENCY – If the Insurer of the primary layer were to become insolvent and unable to provide coverage for a claim, the Insured Company would have to self-insure the claim. This situation would prove problematic for a non-indemnifiable claim where directors and officers would have to pay for defense and/or damages from their personal assets. WRONGFUL DENIAL OF COVERAGE – If the traditional carrier wrongfully denies coverage for a non-indemnifiable claim defense costs for the claim and any dispute resolution costs would be borne personally by the directors and officers. RIGHTFUL DENIAL OF COVERAGE – If the traditional program has an exclusion (Insured versus Insured, Pollution, Bodily Injury/Property Damage, Contract, or ERISA, etc.), or a condition that precludes coverage for a non-indemnifiable claim, payment of defense costs and damages would be borne personally by the directors and officers. LIMIT LOSS – In a limit loss situation, the directors and officers may find themselves without adequate coverage as a result of the inclusion of coverage for the corporate entity and all employees in the traditional policy The A-Side DIC policy provides is sometimes called “sleep at night” coverage for individual directors and officers. The policy will drop down to dollar-one for non- indemnifiable claims if the primary policy is frozen as an asset of a bankruptcy estate, the primary insurer is financially unable to pay a claim, the primary carrier denies coverage Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 11 for a claim not excluded in the A-Side policy or if the primary policy is exhausted by a claim. In addition, it is in the best interest of the A-Side carrier to work with the Insured to secure coverage from the primary carrier if coverage is wrongfully denied. Provided below is a pictorial overview of how the primary program and A-Side program work together. PRIMARY TRADITIONAL COVERAGE FOLLOW FORM EXCESS TRADITIONAL COVERAGE A-SIDE DIC COVERAGE Coverage for Directors and Officers Only SELF INSURED RETENTION Sits excess of the Traditional program but drops down to dollar-one in a non-indemnifiable situation where the underlying insurance does not provide coverage Villages of Tortolita Community Facilities CFD Public Officials D&O Insurance Proposal Page 12 The description of coverage highlights in this document is only a summary. Please note that actual policy language will dictate the scope of coverage in the event of a claim. We encourage our clients with the assistance of their legal counsel, to read the full policy form in order to have a better understanding of its terms and conditions. We further encourage our clients to raise with us any coverage issues that are of particular importance to them and which may not be specifically addressed in our written materials. 08/21/2019 From: 804-272-8060Phone: ndaly@pgui.comEmail: Marana, AZ 85653 The Villages of Tortolita Community Facilities District CFD c/o Town of Marana 115555 West Civic Center Drive Date: To: Email: Proposed Insured: Thank you very much for your submission. Based upon the information received and subject to the limitations outlined below, we are pleased to offer the following: INDICATION APP81513102Application #: This Indication is not an offer to bind coverage. If we are provided with acceptable underwriting information and determine that a quote can be offered, it may differ from the indication. Coverage: Form: Insurer Information: A XV If we are offering coverage on a surplus lines basis, the agent is responsible for handling of filings unless we note otherwise on this quotation. If we have provided terms using bid specifications or an application other than ours, the quote is subject to change pending review of a completed and signed PGU application. 10/20/2019Quotation / Indication valid until: Retro Date: See coverage form PGU POL 2001 (04/2017) for terms, conditions and limitations Claims Made Inception PGU Not Responsible For Tax FilingsFilings / Taxes: AmWINS Brokerage of Georgia, LLC - Atlanta Kevin.Dorse@amwins.com19020 Stony Point Parkway, Suite 455 Public Officials Management & Employment Practices Liability Best Rating: A member of the AXA XL Group of Companies Surplus Lines Insurer Indian Harbor Insurance Company Ned Daly Proposed Insured: Public Officials Management & Employment Practices Liability The Villages of Tortolita Community Facilities District CFD Limits Retentions Premium each claim including LAE $6,963.00$1,000,000 $10,000 N/AN/A N/A $1,000,000 Page 2 IncludedSee Retentions Above IncludedSee Retentions Above N/AN/A N/AN/A IncludedSee Retentions Above $50,000 $10,000 Included $100,000 Included$5,000$25,000 Terms Public Officials Management Employment Practices Liability Policy Aggregate Features/Enhancements Punitive Damages Personal Injury Third Party Wrongful Acts Back Pay / Front Pay Loss of Earnings Non-Monetary Coverage - Defense Only Non-Monetary Coverage - Defense Only Aggregate Crisis Management $245.00 Total Premium:$13,798.00 Policy Fee : Premium, Fees and Taxes Optional Increased Limits Additional Premium $1,500.005,000,000 CSL $1,500.004,000,000 CSL $1,500.003,000,000 CSL 2,000,000 CSL $2,335.00 Total Cost:$14,043.00 Comments: SUBJECTIVITIES - WE MUST BE PROVIDED WITH THESE ITEMS BEFORE COVERAGE CAN BE BOUND: Reminders: Engineering Fee is non-refundable. We will not cancel flat after inception date. Applicable Forms:(Other forms may apply. Consult Underwriter for details.) Proposed Insured: Public Officials Management & Employment Practices Liability The Villages of Tortolita Community Facilities District CFD Page 3 Receipt of currntly signed and dated PGU new business application prior to binding. As your agency is responsible for the surplus lines filings, we require the name of licensee, agency name, address, and surplus lines license number prior to binding, as well as, a copy of the license. Limits, retentions, terms and conditions quoted do not necessarily match those requested. See attached Coverage Features attachment for additional information. Backdating of coverage is not allowed. A written request is required to bind coverage. Minimum Earned Premium is the GREATER of $1,500 or 25% of annual premium. This proposal contains a brief outline of coverages to be included in any policy that may be issued in the future. This is only a summary and the Terms and Conditions of any policy will take precedence over any proposal. XL-AZSOP 11 10 PGU POL 1072 04 17 PGU 1052 (POL) 04 17 PGU POL 1045 04 17 PGU 1010 04 17 PGU POL 2001 04 17 PGU 2002 04 17 IL MP 9104 0314 IHIC 03 14 PGU POL 2000 04 17 PN CW 05 09 14 PN CW 02 10 15 PN CW 01 09 15 Service of Process Defense Coverage for Tax-Exempt Bond Claims Minimum Earned Premium Upon Cancellation Defense Expenses Paid Within the Limits of Liability Delete Insuring Agreement Item 2. Employment Practices Liability and Third Party Liability Coverage Public Officials and Employment Practices Liability Insurance Policy Schedule of Policy Forms and Endorsements In Witness Public Officials and Employment Practices Liability Declarations Notice to Policyholders - Privacy Policy Notice to Policyholders - Fraud Notice Notice to Policyholders - U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") 9020 Stony Point Parkway Suite 455 Richmond, VA 23235 800-586-6502 www.pgui.com We welcome a comparison! PGU - The Authority The OthersCoverage Features Public Officials Management & Employment Practices Liability Broad definition of Wrongful Act including Personal Injury Broad definition of Claim including coverage for regulatory proceedings, arbitration hearings and EEOC hearings, subject to exclusions Covers D&O, E&O and EPL Sublimit for Defense for Non-Monetary claims Modified Consent to Settle Clause with only 40% co-insurance requirement for insured Business Invitee (Third Party) Liability covering Harrassment, Discrimination and Invasion of Privacy Broad definition of Loss including Back and Front Pay and Punitive Damages with a most favorable venue Bi-Lateral ERP options of 1, 2 and 3 years 75-day free mini-tail Policy Non-Cancelable mid-term by carrier, except for non-payment of premium True Worldwide Coverage Sub-limit for Wage & Hour (FLSA) Sub-limit for Crisis Management This document is intended to summarize key coverage features generally available. It does not summarize your quotation / indication. Please review the entire quotation / indication and policy form and endorsements for specific details. Severability of the Application for all individual insureds for all exclusions (not just personal profit and fraud exclusions) EPL Loss Prevention Hotline and EPL Risk Management website for employment law and HR support. Defense in Addition to Limit Yes, unless endorsed otherwise X x Optional x X x x x x x x x x x x National Union Fire Insurance Company of Pittsburgh, Pa. 600 Northpark Town Center 1200 Abernathy Road, N.E. Atlanta, GA 30328-2594 (770) 671-2000 KEVIN DORSE AMWINS BROKERAGE OF GEORGIA LLC 3630 PEACHTREE ROAD NE SUITE 1700 ATLANTA, GA 30326 Insured: THE VILLAGES OF TORTOLITA COMMUNITY FACILITIES DIS 11555 WEST CIVIC CENTER DRIVE MARANA, ARIZONA 85653 Insurance Carrier: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. 175 WATER STREET, NEW YORK, NY, 10038-4969 August 20, 2019 TAB #: 1712459, SUBMISSION #: 241556983 Policy: SIDE-A EDGE INSURANCE COVERAGE NEW LINE - POLICY PERIOD OF 12 MONTHS Dear KEVIN: As per your request for a Side-A Edge Insurance Coverage indication, and based upon the information submitted, we are pleased to indicate the following subject to receipt, review and acceptance of the following information: 1. Receipt, review and acceptance of copy of underlying policy(ies) LIMIT OF LIABILITY $2,000,000Limit of Liability $2,000,000Total Underlying Limit PREMIUM $6,000 Premium PASSPORT This policy serves, or does not serve, as a master Passport policy. X REINSTATEMENT FEATURE This policy [ does; [ ] does not] include a Reinstatement Feature. If it does, see the Reinstatement Addendum for details. X Page of14 Premium for Certified Acts of Terrorism Coverage under Terrorism Risk Insurance Act, as amended (TRIA): $0 included in policy premium stated above. Any coverage provided for losses caused by an act of terrorism as defined by TRIA (TRIA Losses) may be partially reimbursed by the United States under a formula established by TRIA as follows: 81% of TRIA Losses in excess of the insurer deductible mandated by TRIA, the deductible to be based on a percentage of the insurer's direct earned premiums for the year preceding the act of terrorism. The TRIA disclosure is attached hereto. Side-A Edge Insurance Coverage 117121 (12/13) will provide the basic contract. If you have not been previously provided with a copy of this policy form, a specimen is enclosed or will be provided at your request. Please read it carefully. #Form #Ed Dt Title The following endorsements will be added to the basic policy: NOTICE OF CLAIM (REPORTING BY E-MAIL) 08/08997581 ECONOMIC SANCTIONS ENDORSEMENT 09/151196792 ARIZONA AMENDATORY - CANCELLATION/NONRENEWAL 08/17521323 FEDERAL SHARE OF COMPENSATION UNDER TRIA AND CAP ON LOSSES ENDORSEMENT 03/171255954 PRIVATE COMPANY COVERAGE 12/131171225 SIDE A EDGE AMENDATORY ENDORSEMENT 07/161221796 - $100,000 Policy Access Fund FORMS INDEX ENDORSEMENT 10/01788597 IMPORTANT : READ CAREFULLY In order to complete the underwriting process, we require that you send us the additional information requested at the beginning of the letter. We are not required to bind coverage prior to our receipt, review and underwriting approval of the above information. However, if we do bind coverage prior to such approval, we will issue a CONDITIONAL BINDER that is conditioned upon receipt, review and written underwriting approval of the above information. Such temporary binding of coverage shall be void ab initio ("from the beginning") if such information is not received, reviewed and approved in writing by the Insurer. Payment of premium shall not operate to extend the binding period or nullify the automatic voiding as described above. This indication is strictly conditioned upon no material change in the risk occurring between the date of this letter and the inception date of the proposed policy. In the event of such change in risk, the Insurer may in its sole discretion, whether or not this indication has been already accepted by the Insured, modify and/or withdraw this indication. This indication will remain open until the earliest of the following dates: (1) 30 days from the date of this letter; (2) the effective date of the indicated policy; or (3) the date of any withdrawal of this indication by the Insurer pursuant to any terms of this indication providing for such withdrawal. Page of24 Before this account can be bound, your broker's license number and expiration date for the state of Arizona will be required. Thank you for the opportunity to provide an indication for this account. Policy highlights are attached for your review. Please note that this indication contains only a general description of coverages provided. For a detailed description of the terms of the policy, you must refer to the policy itself and any endorsements indicated. If you have any questions about this indication, please do not hesitate to call. We would also be pleased to meet with you and your client to answer any questions they may have. Robert Hattauer Underwriter Financial Lines 770-671-2360 Sincerely, Page of34 Acceptance or Rejection of Terrorism Insurance Coverage POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE (RIGHT TO PURCHASE COVERAGE) Policyholder/Applicant's Signature Policyholder/Applicant's Printed Name Date Page of You are hereby notified that under the Terrorism Risk Insurance Act, as amended, that you have a right to purchase insurance coverage for losses resulting from acts of terrorism, as defined in Section 102(1) of the Act: The term "act of terrorism" means any act or acts that are certified by the Secretary of the Treasury-in consultation with the Secretary of Homeland Security, and the Attorney General of the United States-to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES 85% THROUGH 2015; 84% BEGINNING ON JANUARY 1, 2016; 83% BEGINNING ON JANUARY 1, 2017; 82% BEGINNING JANUARY 1, 2018; 81% BEGINNING JANUARY 1, 2019 and 80% BEGINNING ON JANUARY 1, 2020 OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS’ LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED. I hereby elect to purchase terrorism coverage for the prospective premium as set forth in the quote letter. I hereby decline to purchase terrorism coverage for certified acts of terrorism. I understand that I will have no coverage for losses resulting from certified acts of terrorism. Insured Name: THE VILLAGES OF TORTOLITA COMMUNITY FACILITIES DIS Policy Form: Side-A Edge Insurance Coverage Tab: 1712459, Submission: 241556983 Policy Period of 12 Months 44 (FOFSBM-JBCJMJUZ*OTVSBODF Insurance Proposal All Risks, LTD. 11811 North Tatum Blvd Phoenix, AZ 85028 September 04, 2019SSSThe Mahoney Group Attn: Nancy Draper-Clark 1835 S Extension Road Mesa, AZ 85210-5942SSSApplicant:Villages at Tortolita Community Facilities District, The c/o Town Manager - Town of Marana, 11555 W Civic Center Dr Marana, AZ 85653SSSAPP178684143Submission #: Policy Period:09/03/2019 12:01 AM To 09/03/2020 12:01 AM Coverage:LiabilitySIssuing Company:Colony Insurance CompanySSSAll Risks is acting as a wholesale intermediary and may have occasion to charge fees for its services to evaluate requests for insurance, prepare submissions for coverage, summarize quotes and interact and or find insurance carriers to offer quotes. The fees charged are in addition to any premiums charged for insurance and commissions or other compensation payable to All Risks by insurance carriers. All Risks fees will be listed on the face of its quotes, binders and invoices and are fully earned at inception.SSSSS 1 of 4B 1.0.4 APP178684143ÿ(New)ÿÿOptionÿ2 Insurance Proposal All Risks, LTD. 11811 North Tatum Blvd Phoenix, AZ 85028 September 04, 2019SSSThe Mahoney Group Attn: Nancy Draper-Clark 1835 S Extension Road Mesa, AZ 85210-5942SSSApplicant:Villages at Tortolita Community Facilities District, The c/o Town Manager - Town of Marana, 11555 W Civic Center Dr Marana, AZ 85653SSSAPP178684143Submission #: Policy Period:09/03/2019 12:01 AM To 09/03/2020 12:01 AM Coverage:LiabilitySIssuing Company:Colony Insurance CompanySSSWe are pleased to submit our proposal for the above captioned applicant.SS Please read the attached quote carefully as coverage offered may be more limited than coverage requested.SS Note :SS Minimum earned premium may apply to this policy. See attached carrier quote for specifics. Please note that all fees are fully earned at inception.SS TRIA coverage if applicable is offered on the attached carrier’s quote.SS Please review any minimum and deposit, audit, and/or cancellation provisions on the attached carrier quote for details regarding possible return premiums and additional premium charges.SS I look forward to hearing from you, and please call if you have any questions.SS Thank you for your business.SSSSS Regards,S Heather Ott Vice President All Risks, LTD. HOTT@allrisks.com 602-494-7200 Ext. 3909 2 of 4B 1.0.4 APP178684143ÿ(New)ÿÿOptionÿ2 Insurance Proposal All Risks, LTD. 11811 North Tatum Blvd Phoenix, AZ 85028 Cost Summary General Liability Premium $20,150.00 Carrier Inspection Fee $250.00 Policy Fee $500.00 AZ Surplus Lines Tax $627.00 AZ Stamp Fee $41.80 Total Policy Cost $21,568.80 Minimum Earned Note: There may be a minimum earned on this policy. Please refer to the carrier quote for more details on the minimum earned percentage.SAgent Commission: 10% Compensation DisclosureSIn the process of reviewing and attempting to place insurance for your client, we may perform any number of tasks that may or may not include: the review and assessment of your application, losses and risk profile, communicating with various insurance carriers or their representatives, risk analysis, policy or coverage comparison, inspections, reviewing coverage terms offered, policy issuance and servicing of the policy post binding. We may charge a fee for these services in addition to any commission that may be payable to us by the Insurance Carrier with whom we bind your client’s business.SAny fees charged are fully earned at inception of the policy and will not be returned unless required by applicable law. Fees may be applicable to any transaction requiring additional premium including audits and endorsements as well as new and renewal policies. All fees will be itemized separate from premium in our Quotes. Insureds are under no obligation to purchase insurance proposed by us including a fee and insurance carriers are under no obligation to bind any insurance proposed in our quotes. The fees we charge are not required by state law or the insurance carrier.SThe insurer with whom your insurance is placed may have an agreement with All Risks, Ltd. to pay additional compensation. This compensation will be in addition to the fees and commissions earned on the business we are placing for your Client’s insurance. The calculation of this additional compensation is determined based on a number of factors including, but not limited to: premium volume, loss experience, general profitability and renewal retention. The calculation contemplates the amount and performance of all insurance business placed with the insurance carrier by All Risks, Ltd. during the term of the agreement and is not calculated on a per policy basis but rather on a portfolio basis after a set period of time has expired. 3 of 4B 1.0.4 APP178684143ÿ(New)ÿÿOptionÿ2 Insurance Proposal All Risks, LTD. 11811 North Tatum Blvd Phoenix, AZ 85028 Subjectivities •Signed and dated Acord Application.S•Copy of the Insured's current E&O Dec Page.S•Signed TRIA form if insured is accepting or rejecting terrorism coverageS•Receipt, review and acceptance of completed Supplemental Application.S•A written request to bind coverage is required prior to binding.S•All subjectivities noted on the carrier's quote.SSThe Subjectivities outlined above are required prior to binding. Please forward all requested information with your bind request. No coverage is considered bound until confirmed in writing from All Risks, Ltd. and all subjectivities have been addressed. S Remarks ALL TERMS AND CONDITIONS OF THE CARRIER'S QUOTE APPLY. ALL RISKS QUOTE DOES NOT INCLUDE TERRORISM. 10% COMMISSION APPLIES TO ALL AUDIT AND ADDITIONAL PREMIUM ENDORSEMENTS. 4 of 4B 1.0.4 APP178684143ÿ(New)ÿÿOptionÿ2 Villages at Tortolita Community Facilities District, The APP178684143 09/03/2019 Insurance Proposal All Risks, LTD. 11811 North Tatum Blvd Phoenix, AZ 85028 September 04, 2019SSSThe Mahoney Group Attn: Nancy Draper-Clark 1835 S Extension Road Mesa, AZ 85210-5942SSSApplicant:Villages at Tortolita Community Facilities District, The c/o Town Manager - Town of Marana, 11555 W Civic Center Dr Marana, AZ 85653SSSAPP178684143Submission #: Policy Period:09/03/2019 12:01 AM To 09/03/2020 12:01 AM Coverage:Excess LiabilitySIssuing Company:Colony Insurance CompanySSSAll Risks is acting as a wholesale intermediary and may have occasion to charge fees for its services to evaluate requests for insurance, prepare submissions for coverage, summarize quotes and interact and or find insurance carriers to offer quotes. The fees charged are in addition to any premiums charged for insurance and commissions or other compensation payable to All Risks by insurance carriers. All Risks fees will be listed on the face of its quotes, binders and invoices and are fully earned at inception.SSSSS 1 of 4B 1.0.4 APP178684143ÿ(New)ÿÿOptionÿ1 Insurance Proposal All Risks, LTD. 11811 North Tatum Blvd Phoenix, AZ 85028 September 04, 2019SSSThe Mahoney Group Attn: Nancy Draper-Clark 1835 S Extension Road Mesa, AZ 85210-5942SSSApplicant:Villages at Tortolita Community Facilities District, The c/o Town Manager - Town of Marana, 11555 W Civic Center Dr Marana, AZ 85653SSSAPP178684143Submission #: Policy Period:09/03/2019 12:01 AM To 09/03/2020 12:01 AM Coverage:Excess LiabilitySIssuing Company:Colony Insurance CompanySSSWe are pleased to submit our proposal for the above captioned applicant.SS Please read the attached quote carefully as coverage offered may be more limited than coverage requested.SS Note :SS Minimum earned premium may apply to this policy. See attached carrier quote for specifics. Please note that all fees are fully earned at inception.SS TRIA coverage if applicable is offered on the attached carrier’s quote.SS Please review any minimum and deposit, audit, and/or cancellation provisions on the attached carrier quote for details regarding possible return premiums and additional premium charges.SS I look forward to hearing from you, and please call if you have any questions.SS Thank you for your business.SSSSS Regards,S Heather Ott Vice President All Risks, LTD. HOTT@allrisks.com 602-494-7200 Ext. 3909 2 of 4B 1.0.4 APP178684143ÿ(New)ÿÿOptionÿ1 Insurance Proposal All Risks, LTD. 11811 North Tatum Blvd Phoenix, AZ 85028 Cost Summary Excess Liability Premium $4,025.00 AZ Surplus Lines Tax $125.25 AZ Stamp Fee $8.35 Policy Fee $150.00 Total Policy Cost $4,308.60 Minimum Earned Note: There may be a minimum earned on this policy. Please refer to the carrier quote for more details on the minimum earned percentage.SAgent Commission: 10% Compensation DisclosureSIn the process of reviewing and attempting to place insurance for your client, we may perform any number of tasks that may or may not include: the review and assessment of your application, losses and risk profile, communicating with various insurance carriers or their representatives, risk analysis, policy or coverage comparison, inspections, reviewing coverage terms offered, policy issuance and servicing of the policy post binding. We may charge a fee for these services in addition to any commission that may be payable to us by the Insurance Carrier with whom we bind your client’s business.SAny fees charged are fully earned at inception of the policy and will not be returned unless required by applicable law. Fees may be applicable to any transaction requiring additional premium including audits and endorsements as well as new and renewal policies. All fees will be itemized separate from premium in our Quotes. Insureds are under no obligation to purchase insurance proposed by us including a fee and insurance carriers are under no obligation to bind any insurance proposed in our quotes. The fees we charge are not required by state law or the insurance carrier.SThe insurer with whom your insurance is placed may have an agreement with All Risks, Ltd. to pay additional compensation. This compensation will be in addition to the fees and commissions earned on the business we are placing for your Client’s insurance. The calculation of this additional compensation is determined based on a number of factors including, but not limited to: premium volume, loss experience, general profitability and renewal retention. The calculation contemplates the amount and performance of all insurance business placed with the insurance carrier by All Risks, Ltd. during the term of the agreement and is not calculated on a per policy basis but rather on a portfolio basis after a set period of time has expired. 3 of 4B 1.0.4 APP178684143ÿ(New)ÿÿOptionÿ1 Insurance Proposal All Risks, LTD. 11811 North Tatum Blvd Phoenix, AZ 85028 Subjectivities •Signed and dated Excess Acord Application.S•Signed TRIA form if insured is accepting or rejecting terrorism coverageS•A written request to bind coverage is required prior to binding.S•All subjectivities noted on the carrier's quote.SSThe Subjectivities outlined above are required prior to binding. Please forward all requested information with your bind request. No coverage is considered bound until confirmed in writing from All Risks, Ltd. and all subjectivities have been addressed. S Remarks ALL TERMS AND CONDITIONS OF THE CARRIER'S QUOTE APPLY. ALL RISKS QUOTE DOES NOT INCLUDE TERRORISM. 10% COMMISSION APPLIES TO ALL AUDIT AND ADDITIONAL PREMIUM ENDORSEMENTS. 4 of 4B 1.0.4 APP178684143ÿ(New)ÿÿOptionÿ1 Exhibit 3 The Villages of Tortolita Community Facilities District Disclosure Statement THE VILLAGES OF TORTOLITA COMMUNITY FACILITIES DISTRICT FORM OF DISCLOSURE PAMPHLET IMPORTANT – READ CAREFULLY Buyer(s): _______________________________________________________________ Lot:___________ Parcel ___Date of Sale:________________________ Homebuilder: ____________________ General CFD Provisions The home you are purchasing is within The Villages of Tortolita Community Facilities District (the "CFD"). The CFD was formed on _______________________ to finance the acquisition, construction and maintenance of public infrastructure benefiting ______________________. The CFD issues general obligation and/or special assessment bonds to raise funds to pay for acquisition and construction of these improvements and operation and maintenance expenses. The operation and maintenance expenses are paid from an ad valorem property tax levied against all property located within the CFD. Ad Valorem Taxes of the CFD General obligation bonds and the CFD's operation and maintenance expenses are paid from ad valorem property taxes levied against all taxable property within the CFD. Currently, it is estimated that $4.55 is added to the property tax rate; however, such adjustment to the tax rate could vary depending upon factors including the amount financed withgeneral obligation bonds, the terms of financing, and the assessed valuation (i.e., for tax purposes) of property within the CFD. Payment of general obligation bond payments and expenses are included as part of your regular Pima County property tax statement and are in addition to taxes levied by the Town of Marana and other political subdivisions. Special Assessments of the CFD. Special assessment bonds are paid from special assessment payments secured by an assessment lien on each benefited lot within a special assessment area. Special assessment liens pertaining to construction of the initial public infrastructure for The Villages of Tortolita are estimated to DYHUDJH per benefited residential lot(current dollars). Special assessment areas are formed from time to time based on the public improvements being constructed or acquired with proceeds of the special assessment bonds. The amount of the special assessment liens vary depending upon the size of the lot within the special assessment area, the benefits estimated to be received by each such lot, the cost of the public improvements to be financed, and the financing terms of the applicable special assessment bonds. Bills for the repayment of the special assessment bonds as well as the applicable administrative charges are sent out twice a year and are billed separately from your regular Pima County property tax bill. Initial Financing's Cost to Homeowner. Based on the developer’s proposed financing plan for the CFD during the first _____ years, the following is an illustration of the estimated annual CFD taxes for the repayment of CFD general obligation bonds and CFD maintenance and operation expenses as well as a special assessment lien that is collected to pay the anticipated CFD special assessment bonds. Estimated Home Price (A) Estimated Annual General Obligation and Expense Payment (1) (B) Estimated Annual Special Assessment Payment (2) (A) + (B) Estimated Total Annual CFD Tax Payments (3) $200,000 $$$ $225,000 $$$ $250,000 $$$ $275,000 $$$ $300,000 $$$ Footnotes (1) Represents the repayment of CFD general obligation bond indebtedness and CFD operation and maintenance expenses based upon a $4.55 increase in the ad valorem property tax rate. (2) Based upon (a) special assessment lien of $_______ per lot and (b) special assessment bond terms of 5.50% interest rate, 24-year amortization period, one year of capitalized interest, 10% reserve fund, and issuance expenses. This figure does not include any administrative charges (estimated at $___ per year), which may be charged by the District and/or third party administrators, if any. (3) All of the taxes, assessments and charges described above are in addition to any taxes, fees and charges imposed by the Town of Marana or other political subdivisions and are in addition to any assessments or fees imposed by any homeowners association. Homeowner's Acknowledgments By signing this disclosure statement, you as a contract purchaser of a lot located within the CFD and the Special Assessment Area (i) acknowledge receipt of this Disclosure; (ii) agree that you have been granted an opportunity to review the material contained in this Disclosure; and (iii) agree that you accept an assessment lien of approximately $_______ against your lot that secures your share of the special assessments due for the Special Assessment Area. The Assessment will be paid by you, the owner of the assessed lot, in semiannual payments of principal and interest over the 24-year term of the bonds. If any semiannual payment is not paid, the CFD has the right to institute proceedings to foreclose the assessment lien and sell your benefited lot. Your signature below acknowledges that you have received, read and understood this document at the time you have signed our purchase contract and agree to its terms. ___________________________________ [name] ___________________________________ [address] Date: ________________, 20__ ____________________________________ [name] ____________________________________ [address] Date: ________________, 20__