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HomeMy WebLinkAbout10/18/2022 Regular Council Meeting Agenda Packet              MARANA TOWN COUNCIL REGULAR COUNCIL MEETING NOTICE AND AGENDA 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, October 18, 2022, at or after 6:00 PM Ed Honea, Mayor Jon Post, Vice Mayor Patti Comerford, Council Member Jackie Craig, 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 October 18, 2022, at or after 6:00 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 6:00 PM at the Marana Municipal Complex, although the date or time may change and additional meetings may be called at other times and/or places. Contact the Town Clerk or watch for posted agendas for other meetings. This agenda may be revised up to 24 hours prior to the meeting. In such a case a new agenda will be posted in place of this agenda. Speaking at Meetings If you are interested in speaking to the Council during the Call to the Public or Public Hearings, you must fill out a speaker card (located in the lobby outside the Council Chambers) and deliver it to the Town Clerk prior to the convening of the meeting. Marana Regular Town Council Meeting October 18, 2022 Page 1 of 256 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. Marana Regular Town Council Meeting October 18, 2022 Page 2 of 256 future agenda.   PROCLAMATIONS   PR1 Proclamation recognizing the month of November as "American Diabetes Awareness Month" (David L. Udall)   PR2 Proclamation recognizing the month of November as "Lung Cancer Awareness Month" (David L. Udall)    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 Ordinance No. 2022.018: Relating to Business Regulations; revising Marana Town Code Title 9 (Business Regulations); revising section 9-13-7 (Operational Requirements) to authorize mobile food vendors selling shaved ice to operate on public rights-of-way in areas zoned for residential use; and designating an effective date (Libby Shelton)   C2 Ordinance No. 2022.019: Relating to Mayor and Council; revising Marana Town Code Title 2 (Mayor and Council), chapter 2-2 (Council election), section 2-3-4 (Powers and duties of the mayor) to provide that the Mayor’s emergency powers do not include the power to close businesses; and designating an effective date (Jane Fairall)   C3 Ordinance No. 2022.020: Relating to Municipal Court; revising Marana Town Code Title 5 (Municipal Court), chapter 5-2 (Magistrate department), section 5-2-1 (Town magistrate) to provide that the Town Magistrate’s term of office shall be for a minimum period of two years; and designating an effective date (Jane Fairall) Marana Regular Town Council Meeting October 18, 2022 Page 3 of 256   C4 Resolution No. 2022-102: A resolution of the Mayor and Common Council of the Town of Marana, Arizona, approving the form and authorizing the execution and delivery of a loan agreement with the Water Infrastructure Finance Authority of Arizona from its Drinking Water Revolving Fund Program; delegating the determination of certain matters relating thereto to the manager of the town; providing for the transfer of certain monies and making certain covenants and agreements with respect thereto; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by such loan agreement and this resolution and declaring an emergency (Jing Luo)   C5 Resolution No. 2022-104: Relating to Municipal Court; approving the appointment of Mary Soehnle as a civil traffic violation hearing officer for the Marana Municipal Court (Laine McDonald)   C6 Resolution No. 2022-105: Relating to Police Department; approving and authorizing the Chief of Police to execute a Task Force Agreement between the United States Department of Justice, Drug Enforcement Administration and the Marana Police Department for 2022-2026 (Libby Shelton)   C7 Resolution No. 2022-106: Relating to Water; approving and authorizing the Mayor to sign the Intergovernmental Agreement Between the Arizona Water Banking Authority and Town of Marana for M&I Firming (Jing Luo)   C8 Approval of the Regular Council Meeting Summary Minutes of October 4, 2022, and Approval of Council Special Meeting Summary Minutes of October 5, 2022 (David L. Udall)   LIQUOR LICENSES   BOARDS, COMMISSIONS AND COMMITTEES   COUNCIL ACTION   A1 PUBLIC HEARING: Ordinance No. 2022.021: Relating to Development; approving a modification of a rezoning condition of Marana Ordinance No. 2004.07, which approved the rezoning for the 104-acre Willow Ridge development, to delete a condition that prohibits two-story construction within 300 feet of Cortaro Farms Road as it applies to Block B of Willow Ridge, a 3.60-acre parcel located at the southwest corner of Cortaro Farms Road and Sandy Desert Trail (Brian D. Varney)   Marana Regular Town Council Meeting October 18, 2022 Page 4 of 256   A2 PUBLIC HEARING: Ordinance No. 2022.022: Relating to Development; adopting revisions to Title 17 “Land Development” of the Marana Town Code, including miscellaneous revisions to Chapter 17-4 “Zoning”, Section 17-4-2 (Use matrix) and Section 17-4-7 (Commercial zoning districts), Section 17-6-8 (Medical marijuana dispensary), and Chapter 17-10 “Signs”, Section 17-10-15 (Classification; enforcement; removal); and designating an effective date Resolution No. 2022-107: Relating to Development; declaring as a public record filed with the Town Clerk the amendments adopted by Ordinance No. 2022.022, revisions to Title 17 “Land Development” of the Marana Town Code, including miscellaneous revisions to Chapter 17-4 “Zoning”, Section 17-4-2 (Use matrix) and Section 17-4-7 (Commercial zoning districts), Section 17-6-8 (Medical marijuana dispensary), and Chapter 17-10 “Signs”, Section 17-10-15 (Classification; enforcement; removal) (Steve Cheslak)   A3 Ordinance No. 2022.023: Relating to Finance; amending the Town of Marana comprehensive fee schedule to modify police extra-duty rates, to clarify fee for traffic impact analysis, to add sewer and water tap fees, and to clarify fee for commercial activity permit; and designating an effective date (Yiannis Kalaitzidis)   A4 Resolution No. 2022-108: Relating to Building; approving and authorizing the Mayor to sign an Intergovernmental Agreement with Northwest Fire District for fire code official services (David L. Udall)   ITEMS FOR DISCUSSION / POSSIBLE ACTION   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).      FUTURE AGENDA ITEMS Marana Regular Town Council Meeting October 18, 2022 Page 5 of 256 FUTURE AGENDA ITEMS Notwithstanding the Mayor’s discretion regarding the items to be placed on the agenda, if three or more Council members request that an item be placed on the agenda, it must be placed on the agenda for the second regular Town Council meeting after the date of the request, pursuant to Marana Town Code Section 2-4-2(B).   ADJOURNMENT     Marana Regular Town Council Meeting October 18, 2022 Page 6 of 256      Council-Regular Meeting   PR1        Meeting Date:10/18/2022   Submitted For:David L. Udall, Town Clerk/Assistant Town Attorney Date:October 18, 2022 Subject:Proclamation recognizing the month of November as "American Diabetes Awareness Month" (David L. Udall) Attachments Proclamation Marana Regular Town Council Meeting October 18, 2022 Page 7 of 256 Marana Regular Town Council Meeting October 18, 2022 Page 8 of 256      Council-Regular Meeting   PR2        Meeting Date:10/18/2022   Submitted For:David L. Udall, Town Clerk/Assistant Town Attorney Date:October 18, 2022 Subject:Proclamation recognizing the month of November as "Lung Cancer Awareness Month" (David L. Udall)  Attachments Proclamation Marana Regular Town Council Meeting October 18, 2022 Page 9 of 256 Marana Regular Town Council Meeting October 18, 2022 Page 10 of 256      Council-Regular Meeting   C1        Meeting Date:10/18/2022   To:Mayor and Council Submitted For:Libby Shelton, Deputy Town Attorney From:Libby Shelton, Deputy Town Attorney Date:October 18, 2022 Strategic Plan Focus Area: Commerce Subject:Ordinance No. 2022.018: Relating to Business Regulations; revising Marana Town Code Title 9 (Business Regulations); revising section 9-13-7 (Operational Requirements) to authorize mobile food vendors selling shaved ice to operate on public rights-of-way in areas zoned for residential use; and designating an effective date (Libby Shelton) Discussion: On June 4, 2019, the Council adopted comprehensive revisions to Title 9 of the Marana Town Code relating to business licenses and regulations including the addition of Chapter 9-13 regulating Mobile Food Vendors.  The current code prohibits mobile food vendors from operating in public rights-of-way in areas zoned for residential use, but it does allow mobile food vendors selling ice cream to operate in these areas.  Staff is proposing an amendment to section 9-13-7 to also allow mobile food vendors selling shaved ice to operate in public rights-of-way in areas zoned for residential use. Staff Recommendation: Staff recommends approval of the proposed ordinance. Suggested Motion: I move to adopt Ordinance No. 2022.018 revising Marana Town Code Title 9 (Business Marana Regular Town Council Meeting October 18, 2022 Page 11 of 256 I move to adopt Ordinance No. 2022.018 revising Marana Town Code Title 9 (Business Regulations); revising section 9-13-7 (Operational Requirements) to authorize mobile food vendors selling shaved ice to operate on public rights-of-way in areas zoned for residential use; and designating an effective date. Attachments Ordinance No. 2022.018 Marana Regular Town Council Meeting October 18, 2022 Page 12 of 256 00084291.DOCX /2 Ordinance No. 2022.018 - 1 - MARANA ORDINANCE NO. 2022.018 RELATING TO BUSINESS REGULATIONS; REVISING MARANA TOWN CODE TITLE 9 (BUSINESS REGULATIONS); REVISING SECTION 9-13-7 (OPERATIONAL REQUIREMENTS) TO AUTHORIZE MOBILE FOOD VENDORS SELLING SHAVED ICE TO OPERATE ON PUBLIC RIGHTS-OF-WAY IN AREAS ZONED FOR RESIDENTIAL USE; AND DESIGNATING AN EFFECTIVE DATE WHEREAS the Town Council is authorized by A.R.S. § 9-240 to authorize the issuance of licenses and to direct the manner of issuing licenses; and WHEREAS, on June 4, 2019, the Town Council adopted Ordinance No. 2019.012 which, among other items, added new Chapter 9-13 (Mobile Food Vendors) to the Marana Town Code; and WHEREAS Marana Town Code Section 9-13-7 provides that in most cases, mobile food vendors may not operate in an area zoned for residential use, but provides an exception for vendors selling ice cream on public rights-of-way; and WHEREAS the Mayor and Council of the Town of Marana find that revising Marana Town Code Section 9-13-7 as set forth in this ordinance is in the best interests of the Town and its residents. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, as follows: SECTION 1. Marana Town Code Title 9 (Business Regulations), chapter 9-13 (Mobile Food Vendors), section 9-13-7 (Operational requirements) is hereby amended as follows (with additions shown with double underlining): 9-13-7 Operational requirements [No revisions to paragraphs A through E] F. Location. [No revisions to subparagraph 1] 2. Residential areas. A mobile food vendor shall not operate in an area zoned for residential use or within 250 feet of an area zoned for residential use, except: Marana Regular Town Council Meeting October 18, 2022 Page 13 of 256 00084291.DOCX /2 Ordinance No. 2022.018 - 2 - a. A mobile food vendor selling only ice cream or shaved ice may operate on public rights-of-way in areas zoned for residential use. b. Subject to applicable laws, a mobile food vendor may operate on private property in a residential area if the mobile food vendor obtains a separate agreement with the property owner to operate a mobile food unit for a maximum of six hours within a 24-hour period on the private property. [No revisions to subparagraphs 3 and 4] [No revisions to paragraphs G and H] SECTION 2. The various town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this ordinance. SECTION 3. All ordinances, resolutions, or motions and parts of ordinances, resolutions, or motions of the Council in conflict with the provisions of this ordinance are hereby repealed, effective as of the effective date of this ordinance. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, the decision shall not affect the validity of the remaining portions of this ordinance. SECTION 5. This ordinance shall be effective the 31st day after its adoption. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, Arizona, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 14 of 256      Council-Regular Meeting   C2        Meeting Date:10/18/2022   To:Mayor and Council From:Jane Fairall, Town Attorney Date:October 18, 2022 Strategic Plan Focus Area: Not Applicable Subject:Ordinance No. 2022.019: Relating to Mayor and Council; revising Marana Town Code Title 2 (Mayor and Council), chapter 2-2 (Council election), section 2-3-4 (Powers and duties of the mayor) to provide that the Mayor’s emergency powers do not include the power to close businesses; and designating an effective date (Jane Fairall) Discussion: A.R.S. § 26-311 authorizes the mayor of an incorporated municipality to declare a local emergency under appropriate circumstances, and to govern during such an emergency by proclamation with the authority to impose all necessary regulations to preserve the peace and order of the municipality. The 55th Arizona Legislature adopted HB2107, signed by the governor on March 30, 2022, which provides that a mayor’s powers during a local emergency do not include the authority to order the closure of businesses. A copy of HB2107 is included in the Council packet for convenience. The proposed changes to Marana Town Code Section 2-3-4 will bring the Town's code into conformance with the new provisions set forth in HB2107. Staff Recommendation: Staff recommends approval of Ordinance No. 2022.019. Suggested Motion: I move to adopt Ordinance No. 2022.019, revising Marana Town Code Title 2 (Mayor Marana Regular Town Council Meeting October 18, 2022 Page 15 of 256 I move to adopt Ordinance No. 2022.019, revising Marana Town Code Title 2 (Mayor and Council), chapter 2-2 (Council election), section 2-3-4 (Powers and duties of the mayor) to provide that the Mayor’s emergency powers do not include the power to close businesses; and designating an effective date. Attachments Ordinance No. 2022.019 HB2107 Marana Regular Town Council Meeting October 18, 2022 Page 16 of 256 00083946.DOCX /1 Ordinance No. 2022.019 - 1 - MARANA ORDINANCE NO. 2022.019 RELATING TO MAYOR AND COUNCIL; REVISING MARANA TOWN CODE TITLE 2 (MAYOR AND COUNCIL), CHAPTER 2-2 (COUNCIL ELECTION), SECTION 2-3-4 (POWERS AND DUTIES OF THE MAYOR) TO PROVIDE THAT THE MAYOR’S EMERGENCY POWERS DO NOT INCLUDE THE POWER TO CLOSE BUSINESSES; AND DESIGNATING AN EFFECTIVE DATE WHEREAS A.R.S. § 26-311 authorizes the mayor of an incorporated municipality to declare a local emergency under appropriate circumstances, and to govern during such an emergency by proclamation with the authority to impose all necessary regulations to preserve the peace and order of the municipality; and WHEREAS the 55th Arizona Legislature adopted HB2107, signed by the governor on March 30, 2022, which provides that a mayor’s powers during a local emergency do not include the authority to order the closure of businesses; and WHEREAS the Mayor and Council of the Town of Marana find that the revisions adopted by this ordinance are in the best interest of the Town of Marana and the general public. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, as follows: SECTION 1. Marana Town Code Title 2 (Mayor and Council), chapter 2-2 (Council election), section 2-3-4 (Powers and duties of the mayor) is hereby amended as follows (with deletions shown with strikeouts and additions shown with double underlining): 2-3-4 Powers and duties of the mayor [No revisions to paragraphs A through D] E. The mayor may, by proclamation, declare a local emergency to exist due to fire, conflagration, flood, earthquake, explosion, war, bombing or any other natural or man made calamity or disaster or if there is the threat or occurrence of riot, rout or affray or other acts of civil disobedience which endanger life or property within the town. After declaration of an emergency, the mayor shall govern by proclamation and impose all necessary regulations to preserve the peace and order of the town, excluding the ordering of the closure of businesses, but including the following but not limited to: 1. Imposition of a curfew in all or any portion of the town. Marana Regular Town Council Meeting October 18, 2022 Page 17 of 256 00083946.DOCX /1 Ordinance No. 2022.019 - 2 - 2. Ordering the closing of any business. 23. Closing to public access any public building, street or other public place. 34. Calling upon regular or auxiliary law enforcement agencies and organizations within or without the political subdivision for assistance. [No revisions to paragraph F] SECTION 2. The various town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this ordinance. SECTION 3. All ordinances, resolutions, or motions and parts of ordinances, resolutions, or motions of the Council in conflict with the provisions of this ordinance are hereby repealed, effective as of the effective date of this ordinance. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, the decision shall not affect the validity of the remaining portions of this ordinance. SECTION 5. This ordinance shall be effective the 31st day after its adoption. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, Arizona, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 18 of 256 - i - House Engrossed emergency powers; business closure; repeal. State of Arizona House of Representatives Fifty-fifth Legislature Second Regular Session 2022 CHAPTER 86 HOUSE BILL 2107 AN ACT AMENDING SECTION 26-311, ARIZONA REVISED STATUTES; RELATING TO EMERGENCY MANAGEMENT. (TEXT OF BILL BEGINS ON NEXT PAGE) Marana Regular Town Council Meeting October 18, 2022 Page 19 of 256 H.B. 2107 - 1 - Be it enacted by the Legislature of the State of Arizona: 1 Section 1. Section 26-311, Arizona Revised Statutes, is amended to 2 read: 3 26-311. Local emergencies; declaration by mayor or chairman 4 of the board; power of political subdivisions; 5 state agency assistance 6 A. In addition to the powers granted by other provisions of the law 7 or charter, whenever IF the mayor of an incorporated city or town or the 8 chairman of the board of supervisors for the unincorporated portion AREAS 9 of the county, shall deem DEEMS that an emergency exists due to fire, 10 conflagration, flood, earthquake, explosion, war, bombing, acts of the 11 enemy or any other natural or man-made calamity or disaster or by reason 12 of threats or occurrences of riots, routs, affrays or other acts of civil 13 disobedience which THAT endanger life or property within the city, TOWN or 14 the unincorporated areas of the county, or portion thereof, the mayor or 15 chairman of the board of supervisors, if authorized by ordinance or 16 resolution, may DECLARE, by proclamation, declare an emergency or a local 17 emergency to exist. 18 B. If an emergency is declared pursuant to subsection A OF THIS 19 SECTION, the mayor or the chairman of the board of supervisors 20 shall, GOVERN during such AN emergency, govern by proclamation and shall 21 have the authority to impose all necessary regulations to preserve the 22 peace and order of the city, town, or unincorporated areas of the county, 23 EXCLUDING THE ORDERING OF THE CLOSURE OF BUSINESSES, BUT including but not 24 limited to THE FOLLOWING: 25 1. Imposition of IMPOSING curfews in all or portions of the 26 political subdivision. 27 2. Ordering the closing of any business. 28 3. 2. Closing to public access any public building, street, or 29 other public place. 30 4. 3. Calling upon ON regular or auxiliary law enforcement 31 agencies and organizations within or without the political subdivision for 32 assistance. 33 5. 4. Notifying the constitutional officers that the county office 34 for which they are responsible may remain open or may close for the 35 emergency. 36 C. In periods of A local emergency, including an emergency declared 37 pursuant to subsection A of this section, political subdivisions have full 38 power to provide mutual aid to any affected area in accordance with local 39 ordinances, resolutions, emergency plans or agreements therefor. 40 D. State agencies may provide mutual aid, including personnel, 41 equipment and other available resources, to assist political subdivisions 42 during a local emergency in accordance with emergency plans or at the 43 direction of the governor. 44 Marana Regular Town Council Meeting October 18, 2022 Page 20 of 256 H.B. 2107 - 2 - APPROVED BY THE GOVERNOR MARCH 30, 2022. FILED IN THE OFFICE OF THE SECRETARY OF STATE MARCH 30, 2022. Marana Regular Town Council Meeting October 18, 2022 Page 21 of 256      Council-Regular Meeting   C3        Meeting Date:10/18/2022   To:Mayor and Council From:Jane Fairall, Town Attorney Date:October 18, 2022 Strategic Plan Focus Area: Not Applicable Subject:Ordinance No. 2022.020: Relating to Municipal Court; revising Marana Town Code Title 5 (Municipal Court), chapter 5-2 (Magistrate department), section 5-2-1 (Town magistrate) to provide that the Town Magistrate’s term of office shall be for a minimum period of two years; and designating an effective date (Jane Fairall) Discussion: Current Marana Town Code Section 5-2-1 provides that the Town Magistrate's term of office shall be for two years. A recent survey of other jurisdictions' magistrates' terms found that many other jurisdictions either provide for longer terms (4 years being the standard) or provide flexibility for their councils in determining a term. The table below shows the magistrate terms of office in the listed municipalities.   Jurisdiction Term Marana 2 years Oro Valley Initial 2 years, then 4 years Apache Junction 2 or more years Tucson 4 years Sahuarita 2 or more years Mesa Initial 2 years, then 4 years Phoenix 4 years Glendale Initial 2 years, then 4 years Marana Regular Town Council Meeting October 18, 2022 Page 22 of 256 The proposed revision to Marana Town Code Section 5-2-1 would provide that the Council may appoint the Town Magistrate for a minimum period of two years, allowing the Council the flexibility to appoint for a longer term of office if so desired. The revised provisions will allow the Council to reward experienced magistrates with a longer contract term when warranted, and will also help to promote the separation of powers by maintaining the independence of the judiciary. Staff Recommendation: Staff recommends approval of the ordinance. Suggested Motion: I move to adopt Ordinance No. 2022.020, revising Marana Town Code Title 5 (Municipal Court), chapter 5-2 (Magistrate department), section 5-2-1 (Town magistrate) to provide that the Town Magistrate’s term of office shall be for a minimum period of two years; and designating an effective date. Attachments Ordinance No. 2022.020 Marana Regular Town Council Meeting October 18, 2022 Page 23 of 256 00083946.DOCX /1 Ordinance No. 2022.020 - 1 - MARANA ORDINANCE NO. 2022.020 RELATING TO MUNICIPAL COURT; REVISING MARANA TOWN CODE TITLE 5 (MUNICIPAL COURT), CHAPTER 5-2 (MAGISTRATE DEPARTMENT), SECTION 5-2-1 (TOWN MAGISTRATE) TO PROVIDE THAT THE TOWN MAGISTRATE’S TERM OF OFFICE SHALL BE FOR A MINIMUM PERIOD OF TWO YEARS; AND DESIGNATING AN EFFECTIVE DATE WHEREAS the Town of Marana has established the Marana Municipal Court pursuant to A.R.S. § 22-402, and has established the position of Marana Town Magistrate pursuant to A.R.S. § 22-403; and WHEREAS Marana Town Code Section 5-2-1 provides that the Town Magistrate shall be appointed to the Town Council to a two-year term; and WHEREAS the Mayor and Council of the Town of Marana find that the revisions adopted by this ordinance are in the best interest of the Town of Marana and the general public. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, as follows: SECTION 1. Marana Town Code Title 5 (Municipal Court), chapter 5-2 (Magistrate department), section 5-2-1 (Town magistrate) is hereby amended as follows (with deletions shown with strikeouts and additions shown with double underlining): 5-2-1 Town magistrate There shall be appointed by the town council a town magistrate and those assistants as are necessary for the performance of the office. The town council shall enter into an employment contract with the town magistrate, which shall be for a minimum period of two years. The town magistrate shall be appointed by the town council to a two year term. During said term, the town magistrate and assistant magistrates may be removed only for cause. The provisions of this chapter shall not apply to magistrates pro tempore, special magistrates, or acting magistrates appointed by the council, for the purposes of hearing a particular case, or as a substitute for the town magistrate in the town magistrate’s absence. SECTION 2. The various town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this ordinance. Marana Regular Town Council Meeting October 18, 2022 Page 24 of 256 00083946.DOCX /1 Ordinance No. 2022.020 - 2 - SECTION 3. All ordinances, resolutions, or motions and parts of ordinances, resolutions, or motions of the Council in conflict with the provisions of this ordinance are hereby repealed, effective as of the effective date of this ordinance. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, the decision shall not affect the validity of the remaining portions of this ordinance. SECTION 5. This ordinance shall be effective the 31st day after its adoption. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, Arizona, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 25 of 256      Council-Regular Meeting   C4        Meeting Date:10/18/2022   To:Mayor and Council Submitted For:Jing Luo, Water Director From:Stephen Dean, Deputy Water Director Date:October 18, 2022 Strategic Plan Focus Area: Community,  Progress & Innovation Subject:Resolution No. 2022-102: A resolution of the Mayor and Common Council of the Town of Marana, Arizona, approving the form and authorizing the execution and delivery of a loan agreement with the Water Infrastructure Finance Authority of Arizona from its Drinking Water Revolving Fund Program; delegating the determination of certain matters relating thereto to the manager of the town; providing for the transfer of certain monies and making certain covenants and agreements with respect thereto; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by such loan agreement and this resolution and declaring an emergency (Jing Luo) Discussion: On February 15, 2022, the Town Council adopted Resolution No. 2022-014, Authorizing Town staff to apply for a Drinking Water Revolving Fund loan from the Water Infrastructure Finance Authority of Arizona (WIFA) to fund a portion of the construction costs for the Marana Park Reservoir Project (WT046).   WIFA approved the loan for this project (Loan No. 920352) in the amount of $1,000,000 with $512,500 in forgivable principal.   WIFA requires the Town to adopt a resolution approving the loan agreement and containing other standard language and terms. The Town's bond attorney, Paul Gales Marana Regular Town Council Meeting October 18, 2022 Page 26 of 256 of Greenberg Traurig, has reviewed the loan agreement and has prepared the proposed resolution accompanying this agenda item, to comply with WIFA's requirements. The anticipated loan closing date is October 21, 2022.  The backup materials include the current draft of the loan agreement. The resolution provides for further reasonable modifications of the loan agreement as approved by the Town Manager. The principal amount of the loan and financial assistance under the loan agreement is $1,000,000 with $512,500 in forgivable principal. The primary repayment source is Drinking Water Capital revenue. The loan term is 20 years. Payments are to be made semi-annually. The "Combined Interest and Fee Rate" (CIFR) is shown on the loan documents to be 3.600%. The 3.600% CIFR is an estimate. The actual rate charged on the amount of the loan required to be repaid will be based on market activity on the Wednesday prior to closing. At 3.600%, the Town’s annual payment would be $34,612.13.  Upon payoff of the loan in July of 2042, the total debt service payments, including principal, interest and fees will amount to $686,880. Financial Impact: Fiscal Year:2023 Budgeted Y/N:Y Amount:$1,000,000 Loan proceeds have been budgeted in the Water Capital Fund. Staff Recommendation: Staff recommends adoption of Resolution No. 2022-102, approving the form and authorizing the execution and delivery of a loan agreement with the Water Infrastructure Finance Authority of Arizona from its Clean Water Revolving Fund Program; delegating the determination of certain matters relating thereto to the Town Manager and the Finance Director of the Town; providing for the transfer of certain moneys and making certain covenants and agreements with respect thereto; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by such loan agreement and this resolution. Suggested Motion: I move to adopt Resolution No. 2022-102, approving the form and authorizing the execution and delivery of a loan agreement with the Water Infrastructure Finance Authority of Arizona from its Clean Water Revolving Fund Program; delegating the determination of certain matters relating thereto to the Town Manager and the Finance Director of the Town; providing for the transfer of certain moneys and making certain covenants and agreements with respect thereto; authorizing the taking of all other actions necessary to the consummation of the transactions contemplated by such loan agreement and this resolution and declaring an emergency. Marana Regular Town Council Meeting October 18, 2022 Page 27 of 256 Attachments Resolution No. 2022-102 Loan Agreement Marana Regular Town Council Meeting October 18, 2022 Page 28 of 256 682232052 RESOLUTION NO. 2022-102 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA FROM ITS DRINKING WATER REVOLVING FUND PROGRAM; DELEGATING THE DETERMINATION OF CERTAIN MATTERS RELATING THERETO TO THE MANAGER OF THE TOWN; PROVIDING FOR THE TRANSFER OF CERTAIN MONEYS AND MAKING CERTAIN COVENANTS AND AGREEMENTS WITH RESPECT THERETO; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN AGREEMENT AND THIS RESOLUTION AND DECLARING AN EMERGENCY WHEREAS, the Town of Marana, Arizona (the “Town”), has heretofore applied to the Water Infrastructure Finance of Arizona (the “Authority”), for a loan (the “Loan”) from the Authority’s Drinking Water Revolving Fund Program (the “Program”) to provide funds for (i) the installation of a 1.5-million-gallon storage reservoir to address the current storage deficit in the North Marana System, and (ii) the payment of the Town’s proportionate share of expenses of administering the Program and any bonds issued by the Authority with respect thereto (collectively, the “Project”); and WHEREAS, the terms and conditions under which the Loan will be made and the obligations of the Town with respect to the Loan will be set forth in a loan agreement to be executed and delivered by the Town and the Authority (the “Loan Agreement”); and WHEREAS, the Loan and the loan repayments payable by the Town pursuant to the Loan Agreement (the “Loan Repayments”) will be secured by a pledge of the net revenues of the Town’s complete waterworks plant and system (the “Source of Repayment”); and WHEREAS, the Mayor and Common Council of the Town have determined that it will be beneficial to the citizens of the Town to enter into and to perform the Loan Agreement, whereby the Town will borrow not to exceed $1,000,000 from the Authority; and WHEREAS, the Loan shall be repaid on or before twenty (20) years from the date of the execution and delivery of the Loan Agreement and shall bear interest at a rate not to exceed four percent (4%) per annum; and WHEREAS, there has been placed on file with the Clerk of the Town and presented at the meeting at which this Resolution was adopted the proposed form of the Loan Agreement; Marana Regular Town Council Meeting October 18, 2022 Page 29 of 256 2 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF MARANA, ARIZONA, THAT: Section 1. The form, terms and provisions of the Loan Agreement, in the form of such document (including the exhibits thereto) presented at the meeting at which this Resolution was adopted are hereby approved, with such insertions, omissions and changes, not inconsistent with the application of the Town to the Authority or the requirements of the federal government or the Authority, as shall be approved by the Manager of the Town, the execution of such document being conclusive evidence of such approval, and the Mayor, any other member of the Common Council of the Town, the Manager of the Town and the Clerk of the Town are hereby authorized and directed, as applicable, for and on behalf of the Town, to execute and attest and deliver, respectively, the Loan Agreement. Section 2. For the payment of the principal of and interest on the Loan, the Town shall pay the Loan Repayments provided for in the Loan Agreement. The Town shall also pay all other amounts required to be paid by the Town pursuant to the provisions of the Loan Agreement. Section 3. The obligation of the Town to pay the Loan Repayments provided for in the Loan Agreement as well as to make the other payments provided for in the Loan Agreement is limited to payment from the Source of Repayment which is pledged therefor pursuant to the Loan Agreement, and the obligations of the Town pursuant to the Loan Agreement shall not constitute or give rise to a general obligation of the Town or any claim against its ad valorem property taxing powers, or constitute an indebtedness within the meaning of any statutory or constitutional debt limitation applicable to the Town. Section 4. The appropriate officials and officers of the Town are hereby authorized and directed to take all action necessary or reasonably required to carry out, give effect to and to consummate the transactions contemplated by the Loan Agreement and by this Resolution, including, without limitation, the execution and delivery of any closing and other documents reasonably required to be delivered in connection therewith. Section 5. If any section, paragraph, subdivision, sentence, clause or phrase of this Resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this Resolution. The Council of the Town hereby declares that it would have adopted this Resolution and each and every other section, paragraph, subdivision, sentence, clause or phrase hereof and authorized the execution and delivery of the Loan Agreement pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Resolution may be held illegal, invalid or unenforceable. All ordinances, resolutions or parts thereof, inconsistent herewith, are hereby waived to the extent only of such inconsistency. This waiver shall not be construed as reviving any ordinance or resolution or any part thereof. Section 6. All actions of the officers and agents of the Town including the Mayor and Common Council of the Town which conform to the purposes and intent of this Resolution and which further the execution and delivery of the Loan Agreement as contemplated by this Resolution, whether heretofore or hereafter taken, are hereby ratified, confirmed and approved. The proper officers and agents of the Town are hereby authorized and directed to do all such acts Marana Regular Town Council Meeting October 18, 2022 Page 30 of 256 3 and things and to execute and deliver all such documents on behalf of the Town as may be neces- sary to carry out the terms and intent of this Resolution. Section 7. All acts and conditions necessary to be performed by the Town or to have been met precedent to and in the execution and delivery of the Loan Agreement in order to make it a legal, valid and binding obligation of the Town will at the time of delivery of the Loan Agreement have been performed and have been met, in regular and due form as required by law, and no statutory, charter or constitutional limitation of indebtedness or taxation will have been exceeded in the execution and delivery of the Loan Agreement. Section 8. All formal actions of the Mayor and Common Council of the Town concerning and relating to the passage of this Resolution were taken in an open meeting of the Mayor and Common Council of the Town, and all deliberations of the Mayor and Common Council of the Town and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements. Section 9. The immediate operation of the provisions of this Resolution is necessary for the preservation of the public peace, health and safety of the residents and citizens of the Town for the reason that the execution and delivery at the earliest possible date of the Loan Agreement is urgently needed to attempt to secure the lowest possible interest cost to the Town at the earliest possible time; an emergency is, therefore, declared to exist, and this Resolution is enacted as an emergency measure and shall be in full force and effect immediately upon its passage and adoption by the Mayor and Common Council of the Town, as required by law, and this Resolution is hereby exempt from the referendum provisions of the Constitution and the laws of the State of Arizona. Section 10. After the execution and delivery of the Loan Agreement and upon receipt of the Loan from the Authority, this Resolution shall be and remain irrepealable until the Loan and the Loan Agreement and the interest thereon shall have been fully paid, cancelled and discharged. [Remainder of page left blank intentionally.] Marana Regular Town Council Meeting October 18, 2022 Page 31 of 256 4 PASSED and ADOPTED by the Common Council and approved by the Mayor of the Town of Marana, Arizona, this 18th day of October 2022. .................................................................................... Mayor ATTEST: ........................................................................ Town Clerk APPROVED AS TO FORM: ........................................................................ Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 32 of 256 5 CERTIFICATION I hereby certify that the foregoing Resolution No. 2022-102 was duly passed and adopted by the Mayor and Common Council of the Town of Marana, Arizona, at a meeting held on the 18th day of October 2022, and the vote was ... ayes and ... nays and that the Mayor and ... Councilmembers were present thereat. .................................................................. Town Clerk Marana Regular Town Council Meeting October 18, 2022 Page 33 of 256 Town of Marana and Water Infrastructure Finance Authority of Arizona Borrower – Table of Contents Document Tab Town of Marana’s Borrowing Resolution ......................................................................................1. WIFA Board Resolution .................................................................................................................2. Loan Agreement..............................................................................................................................3. Loan Agreement Addendum-Wage Rate and Forgivable Principal Requirements for Compliance with P.L. 111-88 .............................................................................................................................4. Loan Agreement Addendum-American Iron and Steel Requirements for Compliance with Federal Law ....................................................................................................................................5. Exhibit A of Loan Agreement: Financial Terms and Conditions ..................................................6. Exhibit B of Loan Agreement: Technical Terms and Conditions .................................................7. Exhibit C of Loan Agreement: Reporting Requirements ...............................................................8. Exhibit D of Loan Agreement: Source of Repayment and Rate Covenant Provisions ..................9. Exhibit E of Loan Agreement: Debt Service Reserve Requirements ...........................................10. Exhibit F of Loan Agreement: Replacement Reserve Requirements ...........................................11. Exhibit G of Loan Agreement: Opinion of Local Borrower.........................................................12. Exhibit H of Loan Agreement: Tax Compliance Certificate of Local Borrower .........................13. IRS Form 8038-G .........................................................................................................................14. Standard Terms and Conditions ....................................................................................................15. Marana Regular Town Council Meeting October 18, 2022 Page 34 of 256 Town of Marana's Borrowing Resolution TO BE PROVIDED BY BORROWER PRIOR TO CREATION OF LOAN CLOSING DOCUMENTS Marana Regular Town Council Meeting October 18, 2022 Page 35 of 256 Marana Regular Town Council Meeting October 18, 2022 Page 36 of 256 Loan Resolution 2022-021 – Town of Marana Water Infrastructure Finance Authority of Arizona Page 2 of 5 Section 2: Project Summary 2.1 Project Number(s) DW 028-2022 2.2 Project Priority Data PPL Rank Funding Cycle Population Served Subsidy Rate 23 DW 2022 12,569 90% 2.3 Project Description(s) The Loan will fund the installation of a 1.5-million-gallon storage reservoir which will address the current storage deficit in the North Marana System. Construction activities will include building a new 1.5-million-gallon storage reservoir on a footprint directly adjacent to an existing storage reservoir and booster station. 2.4 Previous Board or Committee Actions February 26, 2020 – Board adopted Loan Resolution 2020-013 to award $475,000 (Loan No. 910183-20) to the town of Marana to fund the installation of sewer lines and lift station. February 26, 2020 – Board adopted Loan Resolution 2020-014 to award $1,100,000 (Loan No. 920303-20) to the Town of Marana to fund the constructions of a treatment system at two different locations. December 19, 2018 – Board adopted Loan Resolution 2019-009 to award $15,000,000 (Loan No. 920293-19) to the Town of Marana to fund the installation of two advanced water treatment systems designed to reduce concentrations of currently unregulated compounds found in the Town’s water supply wells. June 27, 2018 – Board adopted Loan Resolution 2018-008 to award $1,481,990 in financial assistance with 50% forgivable principal (Loan No. 910176-19) to the Town of Marana to fund the connection of the Adonis sewage collection system to the existing Town of Marana municipal system. 2017 Technical Assistance Funding Cycle - the Board awarded the Town of Marana $34,950 of clean water technical assistance for the El Rio Riparian Restoration Project. Marana Regular Town Council Meeting October 18, 2022 Page 37 of 256 Loan Resolution 2022-021 – Town of Marana Water Infrastructure Finance Authority of Arizona Page 3 of 5 December 16, 2009 – Board adopted Loan Resolution 2010-023 to award $5,250,000 (Loan No. 920193-10) to the Town of Marana to fund multiple water projects at various stages of development. 2010 Technical Assistance Funding Cycle - the Board awarded Adonis Mobile Home Association $10,000 of clean water technical assistance for an alternative analysis report. 2.5 Project Finance Committee Recommendations Not reviewed by the Project Finance Committee. Section 3: Financial Assistance Terms & Conditions (Section 7.1 of Due Diligence) Financial Assistance Amount: $1,000,000 with $512,500 in forgivable principal Primary Repayment Source: Drinking Water Revenue Secondary Repayment Source: None Loan Term: 20 years Frequency of Repayment: Semi-Annual Loan Structure: Standard Governmental - Level 1 - Disadvantage Community Debt Service Reserve Fund Requirements: No Requirement Repair and Replacement Fund Requirements: No Requirement Requirements Prior to Loan Execution: Require Legal Opinion: Yes Other: No Requirement Requirements Prior to Construction: No Requirement Requirement During Construction: No Requirement Requirements Prior to Final Disbursements: No Requirement Loan Category: Qualified, Not Pledged Policy Exceptions: None Marana Regular Town Council Meeting October 18, 2022 Page 38 of 256 Loan Resolution 2022-021 – Town of Marana Water Infrastructure Finance Authority of Arizona Page 4 of 5 Section 4: Technical Terms & Conditions (Section 7.2 of Due Diligence) Observation Schedule B: Observation 1: Upon borrower notification of construction commencement Additional Observations: at least one site observation within each 12 month period Final Observation: 80% construction budget disbursement Withholding Percentage: 10% (released after deliverables received) Requirements Prior to Loan Execution: No Requirement Requirements Prior to Construction: Submittal of Construction Bids: Yes Project Publicity/Signage: Yes The Local Borrower shall erect a construction sign displaying information on the Project and the funding sources. The Authority shall provide specifications for such construction signs. Other: No Requirement Requirements During Construction: Prior Review of Changes in Project Scope: Yes The Local Borrower shall submit to the Authority, for review and approval prior to execution, any change to the plans and specifications, construction contracts, Eligible Project Costs, or any other change which will effect the performance standards or purpose of the Project. Other: No Requirement Requirements Prior to Final Disbursements: 10% Withholding Require Plan of Operation: Yes Require Final Approval: Yes Marana Regular Town Council Meeting October 18, 2022 Page 39 of 256 Loan Resolution 2022-021 – Town of Marana Water Infrastructure Finance Authority of Arizona Page 5 of 5 Other: No Requirement Policy Exceptions: None Section 5: Additional Notice & Reporting Requirements (Section 7.3 of Due Diligence) Other: Use of American Iron and Steel requirements; Build America, Buy America Act requirements (if applicable). Marana Regular Town Council Meeting October 18, 2022 Page 40 of 256 Loan Agreement Water Infrastructure Finance Authority of Arizona (the “Authority”) and Town of Marana (the “Local Borrower”) Evidencing a Loan from the Authority to the Local Borrower Dated as of TBD Marana Regular Town Council Meeting October 18, 2022 Page 41 of 256 i Table of Contents Article 1 Description of the Loan Section 1.1 Name and Address of Local Borrower ...................................................................1 Section 1.2 Authorized Officer(s) of Local Borrower ...............................................................1 Section 1.3 Notices ....................................................................................................................1 Section 1.4 Loan Information ....................................................................................................2 Article 2 Description of the Project Section 2.1 Description of Project .............................................................................................2 Section 2.2 Description of System .............................................................................................2 Article 3 Loan to Local Borrower; Amounts Payable Section 3.1 The Loan .................................................................................................................2 Section 3.2 Disbursement of Loan Proceeds .............................................................................3 Section 3.3 Amounts Payable ...................................................................................................3 Section 3.4 Tax Covenants ........................................................................................................3 Exhibit A Financial Assistance Terms and Conditions; Borrower Payment Instructions; and Loan Repayment Schedule Exhibit B Technical Assistance Terms and Conditions Exhibit C Reporting Requirements Exhibit D Source of Repayment Exhibit E Debt Service Reserve Requirements Exhibit F Replacement Reserve Requirements Exhibit G Opinion of Counsel to Borrower Exhibit H Tax Compliance Certificate of Local Borrower Marana Regular Town Council Meeting October 18, 2022 Page 42 of 256 Loan Agreement This Loan Agreement (this “Loan Agreement”) is made and entered into as of TBD by and between the Water Infrastructure Finance Authority of Arizona (the “Authority”), and Town of Marana (the “Local Borrower”), a political subdivision of the State of Arizona. This Loan Agreement includes the attached Exhibits and the attached Standard Terms and Conditions. Any capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Exhibits and the Standard Terms and Conditions. The Authority and the Local Borrower agree as follows: Article 1 Description of the Loan Section 1.1 Name and Address of Local Borrower. Town of Marana Attention: Kristin Taft, Grants Manager 11555 W. Civic Center Drive Marana, Arizona 85653 Telephone: (520) 382-2679 Fax: (520) 382-1902 Section 1.2 Authorized Officer(s) of Local Borrower. Town of Marana Attention: Terry Rozema, Town Manager 11555 W. Civic Center Drive Marana, Arizona 85653 Telephone: (520) 382-1900 Fax: (520) 382-1902 Section 1.3 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the Local Borrower at the address specified in Section 1.1 and to the Authority at the following address: Executive Director Water Infrastructure Finance Authority of Arizona 100 North 7th Avenue, Suite 130 Phoenix, Arizona 85007 Telephone: (602) 364-1310 Fax: (602) 364-1327 Any of the parties may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent, by notice in writing given to the others. Marana Regular Town Council Meeting October 18, 2022 Page 43 of 256 2 Section 1.4 Loan Information. The terms of the Loan include the terms set forth in the Exhibits, which are part of this Loan Agreement: Exhibit A Financial Assistance Terms and Conditions; Borrower Payment Instructions; and Loan Repayment Schedule Exhibit B Technical Assistance Terms and Conditions Exhibit C Reporting Requirements Exhibit D Source of Repayment Exhibit E Debt Service Reserve Requirements Exhibit F Replacement Reserve Requirements Exhibit G Opinion of Counsel to Borrower Exhibit H Tax Compliance Certificate of Local Borrower Prior to Loan Closing, the Local Borrower must deliver to the Authority the Opinion of Local Borrower Counsel in the form of Exhibit G and the Tax Compliance Certificate of Local Borrower in the form of Exhibit H, signed and dated the date of Loan Closing. Article 2 Description Of The Project Section 2.1 Description of Project. The Project is described in Project Summary attached to the Loan Resolution of the Authority, and in Exhibit B of this Loan Agreement. Section 2.2 Description of System. The term “System” means and includes all of the properties and facilities of the complete Waterworks plant and system of the Local Borrower, whether lying within or without the boundaries of the Local Borrower, as now existing and as they may hereafter be improved or extended, all improvements, additions and extensions thereto or replacements thereof hereafter constructed or acquired by purchase, contract or otherwise and all contracts, rights, agreements, leases and franchises of every nature owned by the Local Borrower and used or useful or held for use in the operation of said plant and system or any part or portion thereof. Article 3 Loan to Local Borrower; Amounts Payable Section 3.1 The Loan. The Authority shall loan and disburse to the Local Borrower in accordance with this Article 3 an amount listed in Exhibit A (the “Loan”), and the Local Borrower shall borrow and accept from the Authority, the Loan in the principal amount determined pursuant to this Article 3; provided, however, that (i) the Authority shall be under no obligation to disburse any amount of the Loan if an Event of Default has occurred and is continuing under this Loan Agreement, and (ii) the amount to be disbursed shall be lawfully Marana Regular Town Council Meeting October 18, 2022 Page 44 of 256 3 available for disbursement. The Local Borrower shall use the proceeds of the Loan strictly in accordance with the requirements of this Loan Agreement. Section 3.2 Disbursements of Loan Proceeds. The Authority may disburse funds by check, by electronic means or by means of magnetic tape or other transfer medium. Except as hereinafter provided, disbursements shall be made only when (i) the request for disbursements is in substantially the form provided by the Authority and is accompanied by the necessary certifications and documentation and (ii) an Authorized Officer of the Authority has determined that such disbursement is proper. An Authorized Officer of the Authority shall approve disbursements directly to the persons or entities entitled to payment or to the Local Borrower in the case of reimbursement for costs of services already paid, and shall provide the Local Borrower with a copy of the approval and the date approved. Disbursements may be made only for Eligible Project Costs. Section 3.3 Amounts Payable. The Local Borrower shall pay to the Authority the amounts shown in Exhibit A on or before the dates shown in Exhibit A, as the same may be adjusted as provided in the Standard Terms and Conditions, to reflect any revisions to the principal repayment schedule of the Loan. Such payments shall be made by electronic funds transfer or by direct debit to the Authority. Section 3.4 Tax Covenants. (a) General. The Local Borrower acknowledges that, in connection with its state revolving fund programs, the Authority issues its bonds (“Authority Bonds”) from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be an obligation that bears interest that is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. Therefore, the Local Borrower represents and covenants as follows with respect to the Loan and the Authority Bonds. The Local Borrower covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Loan or the Authority Bonds under Section 103(a) of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon a bond counsel opinion as may rescind or otherwise negate such action or omission. The Local Borrower will not directly or indirectly use or permit the use of any proceeds of the Loan or any other funds of the Local Borrower or take or omit to take any action that would cause the Loan or the Authority Bonds to be or become “arbitrage bonds” within the meaning of Section 148(a) of the Internal Revenue Code or to fail to meet any other applicable requirement of Sections 103, 141, 148, 149 and 150 of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. To that Marana Regular Town Council Meeting October 18, 2022 Page 45 of 256 4 end, the Local Borrower will comply with all applicable requirements of Sections 103, 141, 148, 149 and 150 of the Code to the extent applicable to the Loan. (b)Modification Based on Bond Counsel Opinion. Notwithstanding any provision of this Section, if the Local Borrower provides to the Authority a bond counsel opinion to the effect that any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Loan or the Authority Bonds pursuant to Section 103(a) of the Internal Revenue Code, the provisions of this Section and the covenants in this Section shall be deemed to be modified to that extent. (c)Bond Counsel Opinion. For purposes of this Section, “bond counsel opinion” means an opinion letter of a firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, and who is acceptable to the Authority. IN WITNESS WHEREOF, the Authority and the Local Borrower have caused this Loan Agreement to be executed and delivered as of the date of execution hereof. Water Infrastructure Finance Authority of Arizona By: __________________________________________ Dan Dialessi, Executive Director Town of Marana By: ___________________________________________ Terry Rozema, Town Manager Attest: By: ___________________________________________ Clerk Marana Regular Town Council Meeting October 18, 2022 Page 46 of 256 612015.2 LOAN AGREEMENT ADDENDUM Wage Rate and Forgivable Principal Requirements for Compliance with P.L. 111-88 Water Infrastructure Finance Authority of Arizona This document (this “Wage Rate and Forgivable Principal Addendum”) sets forth additional requirements applicable to state revolving fund Loans made by the Water Infrastructure Finance Authority of Arizona (“WIFA”) that are subject to the requirements of Public Law 111-88, “Making appropriations for the Department of the Interior, environment, and related agencies for the fiscal year ending September 30, 2010, and for other purposes,” enacted October 30, 2009 (“P.L. 111-88”). The provisions in this Wage Rate and Forgivable Principal Addendum are a part of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. The parties acknowledge and agree that funds disbursed by WIFA to the Local Borrower will include funds made available to WIFA by the federal government under P.L. 111-88, and that the requirements of P.L. 111-88 include those set forth in this Wage Rate and Forgivable Principal Addendum. The Local Borrower agrees to comply with all of those requirements and agrees that failure to do so is a breach of the provisions of the Loan Agreement which may result in a default under the Loan Agreement, termination of WIFA’s obligation to make disbursements on the Loan and the Local Borrower being required to repay all amounts that have been disbursed by WIFA on the Loan, together with interest and fees as provided in the Loan Agreement (including interest and fees at rates adjusted from those originally in effect as described herein). Additional Requirement for Subrecipients that are not Governmental Entities: Obtaining Wage Determinations - Under this Wage Rate and Forgivable Principal Addendum, the non-governmental borrower must submit its proposed Davis Bacon wage determinations to WIFA for approval prior to including the wage determination in any solicitation, contract task orders, work assignments, or similar instruments to existing contractors. THIS PARAGRAPH DOES NOT APPLY TO GOVERNMENTAL ENTITIES. Section 1. P.L. 111-88 Compliance - Forgivable Principal Portion. (a) Section 1 of Exhibit A to the Loan Agreement specifies the Total Financial Assistance Amount, the amount, if any, designated as the Forgivable Principal Portion, the Intended Repayment Amount, and the required amount of reserves to be established based upon the Intended Repayment Amount. Section 2 of Exhibit A to the Loan Agreement specifics a schedule of interest and principal payments based on the Intended Repayment Amount. If the Local Borrower fails to comply with the requirements of P.L. 111-88, including those set forth in this Wage Rate and Forgivable Principal Addendum: (i) WIFA will provide a revised Exhibit A for the Loan Agreement to amortize the entire Total Financial Assistance Amount with the Forgivable Principal Portion set to $512,500.00, adjusted, as necessary, to incorporate, previous principal payments. Marana Regular Town Council Meeting October 18, 2022 Page 47 of 256 2 612015.2 (ii) The Local Borrower will repay the Total Financial Assistance Amount. Section 2. P.L. 111-88 Compliance - Wage Rate Requirements. This language must be included in all Davis Bacon covered construction contracts and subcontracts. (29 CFR Part 5.5) (a) The Local Borrower shall insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a treatment work under the CWSRF or a construction project under the DWSRF, or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in Sec. 5.1, or the FFY 2010 appropriation, the following clauses: (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in Sec. 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Local Borrowers may obtain wage determinations from the U. S. Department of Labor’s web site, www.wdol.gov. (ii)(A) The Local Borrower, on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The WIFA award official shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: Marana Regular Town Council Meeting October 18, 2022 Page 48 of 256 3 612015.2 (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Local Borrower agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the Local Borrower to the WIFA award official. The WIFA award official will transmit the report, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA Davis Bacon Regional Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the WIFA award official or will notify the WIFA award official within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the Local Borrower do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer the questions, including the views of all interested parties and the recommendation of the WIFA award official, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30- day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding. The Local Borrower shall upon its own action or upon written request of WIFA, EPA award official or an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, Marana Regular Town Council Meeting October 18, 2022 Page 49 of 256 4 612015.2 including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Local Borrower. Such documentation shall be available on request of WIFA or EPA. As to each payroll copy received, the subrecipient shall provide written confirmation in a form satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5 (a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/whd/forms/wh347.pdf or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the Local Borrower for transmission to WIFA or EPA, if requested by EPA, WIFA, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a Marana Regular Town Council Meeting October 18, 2022 Page 50 of 256 5 612015.2 subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the Local Borrower. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under Sec. 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under Sec. 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of WIFA. EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency or WIFA may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, Marana Regular Town Council Meeting October 18, 2022 Page 51 of 256 6 612015.2 shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. Marana Regular Town Council Meeting October 18, 2022 Page 52 of 256 7 612015.2 (5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the Local Borrower, WIFA, EPA, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility. (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. (b) Contract Work Hours and Safety Standards Act. The Local Borrower shall insert the following clauses set forth in paragraphs (b)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Sec. 5.5(a) or 4.6 of part 4 of this title. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. Marana Regular Town Council Meeting October 18, 2022 Page 53 of 256 8 612015.2 (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Local Borrower, upon its own action or upon written request of the EPA Award Official or an authorized representative of the Department of Labor shall withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section. (c) In addition to the clauses contained in paragraph (b), in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR Sec. 5.1, the Local Borrower shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Local Borrower shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of WIFA, EPA and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. Section 3. General Provisions. (a) Binding Effect. This Wage Rate and Forgivable Principal Addendum shall inure to the benefit of and shall be binding upon WIFA and the Local Borrower and their respective successors and assigns. (b) Severability. In the event any provision of this Wage Rate and Forgivable Principal Addendum shall be held illegal, invalid or unenforceable by any court of competent Marana Regular Town Council Meeting October 18, 2022 Page 54 of 256 9 612015.2 jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. (c) Amendments, Supplements and Modifications. This Wage Rate and Forgivable Principal Addendum may not be amended, supplemented or modified without the prior written consent of WIFA and the Local Borrower. (d) Execution in Counterparts. This Wage Rate and Forgivable Principal Addendum may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Applicable Law. This Wage Rate and Forgivable Principal Addendum shall be governed by and construed in accordance with the laws of the State of Arizona. (f) Captions. The captions or headings in this Wage Rate and Forgivable Principal Addendum are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions of this Wage Rate and Forgivable Principal Addendum. (g) Further Assurances. The Local Borrower shall, at the request of WIFA , authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this Wage Rate and Forgivable Principal Addendum. (h) Arbitration. The parties hereto agree to use arbitration to the extent required by Section 12-1518 of the Arizona Revised Statutes. (i) Notice Regarding A.R.S. § 38 511. To the extent applicable by provision of law, the parties acknowledge that this Wage Rate and Forgivable Principal Addendum is subject to cancellation pursuant to A.R.S. § 38-511, the provisions of which are hereby incorporated herein. [SIGNATURE PAGE FOLLOWS] Marana Regular Town Council Meeting October 18, 2022 Page 55 of 256 10 612015.2 WIFA and the Local Borrower are signing this Wage Rate and Forgivable Principal Addendum to be effective as part of the Loan Agreement. Water Infrastructure Finance Authority of Arizona By: Dan Dialessi, Executive Director Town of Marana By: Terry Rozema, Town Manager [Signature page to Wage Rate and Forgivable Principal Addendum to Loan Agreement] Marana Regular Town Council Meeting October 18, 2022 Page 56 of 256 Last revised 11/7/14 680121/5/PHOENIX LOAN AGREEMENT ADDENDUM American Iron and Steel Requirements for Compliance with Federal Law Water Infrastructure Finance Authority of Arizona This document (this "American Iron and Steel Addendum") sets forth additional requirements made applicable to state revolving fund Loans made by the Water Infrastructure Finance Authority of Arizona ("WIFA") by federal law. The provisions in this American Iron and Steel Addendum are a part of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. The parties acknowledge and agree that funds disbursed by WIFA to the Local Borrower will include funds made available to WIFA by the federal government under federal law, and that the requirements of federal law include those set forth in this American Iron and Steel Addendum. The Local Borrower agrees to comply with all of those requirements and agrees that failure to do so is a breach of the provisions of the Loan Agreement which may result in a default under the Loan Agreement, termination of WIFA’s obligation to make disbursements on the Loan and the Local Borrower being required to repay all amounts that have been disbursed by WIFA on the Loan, together with interest and fees as provided in the Loan Agreement. Federal law requires that WIFA include in all assistance agreements, including the Loan Agreement, for the construction, alteration, maintenance, or repair of treatment works under the Clean Water State Revolving Fund and for the construction, alteration, maintenance, or repair of a public water system under the Drinking Water State Revolving Fund, a provision requiring the application of American Iron and Steel requirements for the entirety of the construction activities financed by the assistance agreement through completion of construction, no matter when construction commences. Whether or not the project has multiple sources of funding, the American Iron and Steel requirements apply to the entire project and not just to the activities funded by the money made available to WIFA by the federal government. Section 1. American Iron and Steel Requirements. In accordance with federal law: (a)(1) None of the funds made available to WIFA as authorized by title VI of the Federal Water Pollution Control Act (33 U.S.C. 1381 et seq.) or as authorized by section 1452 of the Safe Drinking Water Act (42 U.S.C. 300j-12) shall be used for a project for the construction, alteration, maintenance, or repair of a public water system or treatment works unless all of the iron and steel products used in the project are produced in the United States. (2) In this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. (b) Subsection (a) shall not apply in any case or category of cases in which the Administrator of the Environmental Protection Agency (in this section referred to as the "Administrator") finds that— Marana Regular Town Council Meeting October 18, 2022 Page 57 of 256 2 680121/5/PHOENIX (1) applying subsection (a) would be inconsistent with the public interest; (2) iron and steel products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (3) inclusion of iron and steel products produced in the United States will increase the cost of the overall project by more than 25 percent. (c) If the Administrator receives a request for a waiver under this section, the Administrator shall make available to the public on an informal basis a copy of the request and information available to the Administrator concerning the request, and shall allow for informal public input on the request for at least 15 days prior to making a finding based on the request. The Administrator shall make the request and accompanying information available by electronic means, including on the official public Internet Web site of the Environmental Protection Agency. Section 2. General Provisions. (a) Binding Effect. This American Iron and Steel Addendum shall inure to the benefit of and shall be binding upon WIFA and the Local Borrower and their respective successors and assigns. (b) Severability. In the event any provision of this American Iron and Steel Addendum shall be held illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. (c) Amendments, Supplements and Modifications. This American Iron and Steel Addendum may not be amended, supplemented or modified without the prior written consent of WIFA and the Local Borrower. (d) Execution in Counterparts. This American Iron and Steel Addendum may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Applicable Law. This American Iron and Steel Addendum shall be governed by and construed in accordance with the laws of the State of Arizona and applicable federal law. (f) Captions. The captions or headings in this American Iron and Steel Addendum are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions of this American Iron and Steel Addendum. (g) Further Assurances. The Local Borrower shall, at the request of WIFA , authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this American Iron and Steel Addendum. Marana Regular Town Council Meeting October 18, 2022 Page 58 of 256 3 680121/5/PHOENIX (h) Prohibition Against Discrimination. In the event that it applies, the parties agree to comply with the Arizona Governor's Executive Order 2009-9, entitled "Prohibition of Discrimination in State Contracts Non-Discrimination in Employment by Government Contractors and Subcontractors," which mandates that all persons, regardless of race, color, religion, sex, age, or national origin shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The Local Borrower shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. (i) Arbitration. In the event of a dispute, the parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by Arizona Revised Statutes Section 12-1518, and the prevailing party shall be entitled to attorney's fees and costs with respect thereto. (j) Notice of Arizona Revised Statutes Section 38-511 - Cancellation. Notice is hereby given of the provisions of Arizona Revised Statutes Section 38-511, as amended. By this reference, the provisions of said statute are incorporated herein to the extent of their applicability to this American Iron and Steel Addendum under the law of the State of Arizona. [SIGNATURE PAGE FOLLOWS] Marana Regular Town Council Meeting October 18, 2022 Page 59 of 256 4 680121/5/PHOENIX WIFA and the Local Borrower are signing this American Iron and Steel Addendum to be effective as part of the Loan Agreement. Water Infrastructure Finance Authority of Arizona By: Dan Dialessi, Executive Director Town of Marana By: Terry Rozema, Town Manager [Signature page to American Iron and Steel Addendum to Loan Agreement] Marana Regular Town Council Meeting October 18, 2022 Page 60 of 256 Exhibit A of Loan Agreement Section 1: Financial Assistance Terms and Conditions Town of Marana TBD Loan Number………………………………………………………………………………920352-23 Closing Date………………………………………………………………………………TBD First Payment Period………………………………………………………………………07/01/23 Financial Assistance Terms and Conditions Original Loan Amount as of the Closing Date…………………………………….1,000,000.00$ Forgivable Principal Amount……..………….……………………………………512,500.00$ Intended Repayment Amount………...……………………………………….…...487,500.00$ Loan Term……………………………………………………………………………20 Combined Interest & Fee Rate 3.600% Total # of Payment Periods within Loan Term………………………………………40 Principal Repayments Period Principal Repayments Begin…………………………………………………2 First Principal Repayment Date………………………………………………………07/01/23 Final Principal Repayment Date………………………………………………………07/01/42 Combined Interest and Fee Payment Dates First Combined Interest and Fee Payment Date*……………………………………07/01/23 Final Combined Interest and Fee Payment Date………………………………………07/01/42 * Actual initial Combined Interest and Fee payment calculated only on dollar amount drawn against loan as of initial payment date Debt Service Reserve Fund Requirements Total Reserve Amount……………………………………………………….………None Annual Amount………………………………………………………………………None Reserve Funded by (Date)……………………………………………………………Not Applicable Repair and Replacement Fund Requirement Begin Funding on (Date)………………………………………………………………Not Applicable Annual Amount………………………………………………………………………None Semi-Annual Deposit……………………………………………………………….None Annual Payment Years 1 through 5...............................……………………………………………………34,612.13$ Years 6 through 10...............................…………………………………………………34,612.13$ Years 11 through 15...............................…………………………………………………34,612.13$ Years 16 through 20...............................…………………………………………………34,612.13$ WIFA Loan Agreement Exhibit A -- Page 1 Marana Regular Town Council Meeting October 18, 2022 Page 61 of 256 Section 2: Loan Repayment Schedule Town of Marana TBD Semi-Annual Combined Semi-Annual Annual Total Payment Interest and Combined Interest Principal Annual Year Period Dates Fee Rate and Fee Payment Repayment Payment 1 1 01/01/23 3.600%0.00 1 2 07/01/23 3.600%12,187.50 17,062.13 29,249.63 2 3 01/01/24 3.600%8,467.88 2 4 07/01/24 3.600%8,467.88 17,676.37 34,612.13 3 5 01/01/25 3.600%8,149.71 3 6 07/01/25 3.600%8,149.71 18,312.71 34,612.13 4 7 01/01/26 3.600%7,820.08 4 8 07/01/26 3.600%7,820.08 18,971.97 34,612.13 5 9 01/01/27 3.600%7,478.59 5 10 07/01/27 3.600%7,478.59 19,654.95 34,612.13 6 11 01/01/28 3.600%7,124.79 6 12 07/01/28 3.600%7,124.79 20,362.55 34,612.13 7 13 01/01/29 3.600%6,758.26 7 14 07/01/29 3.600%6,758.26 21,095.61 34,612.13 8 15 01/01/30 3.600%6,378.55 8 16 07/01/30 3.600%6,378.55 21,855.03 34,612.13 9 17 01/01/31 3.600%5,985.16 9 18 07/01/31 3.600%5,985.16 22,641.81 34,612.13 10 19 01/01/32 3.600%5,577.60 10 20 07/01/32 3.600%5,577.60 23,456.93 34,612.13 11 21 01/01/33 3.600%5,155.37 11 22 07/01/33 3.600%5,155.37 24,301.39 34,612.13 12 23 01/01/34 3.600%4,717.95 12 24 07/01/34 3.600%4,717.95 25,176.23 34,612.13 13 25 01/01/35 3.600%4,264.78 13 26 07/01/35 3.600%4,264.78 26,082.57 34,612.13 14 27 01/01/36 3.600%3,795.29 14 28 07/01/36 3.600%3,795.29 27,021.55 34,612.13 15 29 01/01/37 3.600%3,308.91 15 30 07/01/37 3.600%3,308.91 27,994.31 34,612.13 16 31 01/01/38 3.600%2,805.01 16 32 07/01/38 3.600%2,805.01 29,002.11 34,612.13 17 33 01/01/39 3.600%2,282.97 17 34 07/01/39 3.600%2,282.97 30,046.19 34,612.13 18 35 01/01/40 3.600%1,742.14 18 36 07/01/40 3.600%1,742.14 31,127.85 34,612.13 19 37 01/01/41 3.600%1,181.84 19 38 07/01/41 3.600%1,181.84 32,248.45 34,612.13 20 39 01/01/42 3.600%601.37 20 40 07/01/42 3.600%601.37 33,409.29 34,612.03 199,380.00 487,500.00 686,880.00 WIFA Loan Agreement Exhibit A -- Page 2 Marana Regular Town Council Meeting October 18, 2022 Page 62 of 256 B-1 Exhibit B Technical Terms and Conditions Section 1 Budget Uses by Budget Item Amount Budgeted Planning………………………………………………………………... $0.00 Design & Engineering…………………………………………………. $0.00 Legal/Debt Authorization……………………………………………… $0.00 Financial Advisor……………………………………………………… $0.00 Land/System Acquisition……………………………………………… $0.00 Equipment/Materials…………………………………………………... $0.00 Construction/Installation/Improvement………………………………... $1,000,000.00 Inspection & Construction Management………………………………. $0.00 Project Officer…………………………………………………………. $0.00 Administration…………………………………………………………. $0.00 Staff Training………………………………………………………….. $0.00 Capitalized Interest…………………………………………………….. $0.00 Refinance Loan…………………………………………………….. $0.00 Other…………………………………………………………………… $0.00 Total Budget…………………………………………………………... $1,000,000.00 Section 2 Project Description The Loan will fund the installation of a 1.5-million-gallon storage reservoir which will address the current storage deficit in the North Marana System. Construction activities will include building a new 1.5-million-gallon storage reservoir on a footprint directly adjacent to an existing storage reservoir and booster station. Section 3 Estimated Observation and Disbursement Schedule Observation Schedule B: Observation 1: Upon borrower notification of construction commencement Additional Observations: at least one site observation within each 12 month period Marana Regular Town Council Meeting October 18, 2022 Page 63 of 256 B-2 Final Observation: 80% construction budget disbursement Additional Observations – A WIFA representative may perform additional observations based on information provided in the projects status reports included in each Local Borrower disbursement requisition form. Withholding Percentage: 10% (released after deliverables received) Section 4 Requirements Prior To Construction Section 4.1 Construction Bids. The Local Borrower shall submit to the Authority for review and approval prior to execution: (a) engineering contracts related to the Project, (b) bid documents related to the Project, (c) construction contracts related to the Project, and (d) certification of positive effort for disadvantaged business enterprise participation. Section 4.2 User Charges. The Local Borrower has established (or, if the System is not yet in operation, the Local Borrower will, at or before the time the System commences operation, establish) a system of user charges which, with other funds lawfully available, will at all times be sufficient to pay the costs of operation and maintenance of the System, including renewals and replacements of the System. The Local Borrower also agrees that such system of user charges will be established and maintained in compliance with any applicable requirements of state and federal law as long as the Local Borrower owes amounts under this Loan Agreement. The Local Borrower at its sole option may pay the costs of operation, maintenance, repair, replacement, extensions and additions to the System from any funds lawfully available to it for such purpose. Section 4.3 Interest in Project Site. As a condition of the Loan, the Local Borrower will demonstrate to the satisfaction of the Authority that the Local Borrower has or will have a fee simple or such other estate or interest in the site of the Project, including necessary easements and rights-of-way, as the Authority finds sufficient to assure undisturbed use and possession for the purpose of construction and operation of the Project for the estimated life of the Project. Section 4.4 Federal Clean Water Act. The Local Borrower covenants that, to the extent legally applicable, the Project will meet the requirements of the Federal Clean Water Act in effect on the date of Loan Closing and any amendments thereto that may retroactively apply to the Loan, and the Local Borrower agrees that the Project will comply with applicable provisions of those federal laws and authorities listed in Article 9 of the Standard Terms and Conditions. Marana Regular Town Council Meeting October 18, 2022 Page 64 of 256 B-3 Section 4.5 Federal Safe Drinking Water Act. The Local Borrower covenants that, to the extent legally applicable, the Project will meet the requirements of the Federal Safe Drinking Water Act in effect on the date of Loan Closing and any amendments thereto that may retroactively apply to the Loan, and the Local Borrower agrees that the Project will comply with applicable provisions of those federal laws and authorities listed in Article 9 of the Standard Terms and Conditions. Section 4.6 Signs. The Local Borrower shall erect a construction sign displaying information on the Project and the funding sources. The Authority shall provide specifications for such construction signs. Section 5 Requirements During Construction Section 5.1 Changes in Project Scope. The Local Borrower shall submit to the Authority, for review and approval prior to execution, any change to the plans and specifications, construction contracts, Eligible Project Costs, or any other change which will effect the performance standards or purpose of the Project. Section 5.2 Completion of Project and Provision of Moneys Therefor. The Local Borrower covenants and agrees (a) to exercise its best efforts in accordance with prudent utility construction practice to complete the Project and (b) to the extent permitted by law, to provide from its own fiscal resources all moneys, in excess of the total amount of loan proceeds it receives hereunder and under any subsequent loan from the Authority, required to complete the Project. Section 5.3 Inspections; Information. The Local Borrower shall permit the Authority and any party designated by the Authority to examine, visit and inspect, at any and all reasonable times, the property, if any, constituting the Project, and to inspect and make copies of any accounts, books and records, including (without limitation) its records regarding receipts, disbursements, contracts, investments and any other matters relating thereto and to its financial standing, and shall supply such reports and information as the Authority may reasonably require in connection therewith. Section 5.4 Adjustments for Ineligible Costs. The Local Borrower shall promptly reimburse the Authority for any portion of the Loan which is determined to have been used for costs that are not eligible for funding under the Authority Act, the Federal Clean Water Act, as amended, or the Federal Safe Drinking Water Act, as amended, unless such matter is curable in some other manner by the Local Borrower to the satisfaction of the Authority. Such reimbursement shall be promptly repaid to the Authority upon written request of the Authority. Any such reimbursed principal amount will be applied to reduce the outstanding principal amount of the Loan. Section 5.5 Archaeological Artifacts. In the event that archaeological artifacts or historical resources are discovered during construction excavation of the Project, the Local Borrower shall Marana Regular Town Council Meeting October 18, 2022 Page 65 of 256 B-4 stop or cause to be stopped construction activities and will notify the State Historic Preservation Office and the Authority of such discovery. Section 6 Requirements Prior To Releasing Withholdings Section 6.1 Plan of Operation. After construction is 50% complete and prior to the release of the withholding, the Local Borrower will submit to the Authority a plan of operation which provides a concise, sequential description of an implementation schedule for those activities necessary to assure efficient and reliable start-up and continual operation of the Project. Section 6.2 Final Approval. Prior to the release of the withholding, the Local Borrower will submit to the Authority (a) as-built drawings by a professional engineer that document all changes from the original plans and specifications (b) copies of all testing results performed by or under the supervision of a professional engineer as required by the specifications, and (c) Arizona Department of Environmental Quality (ADEQ) approval of construction or an engineer's Certificate of Completion certifying that all construction was completed in accordance with the plans and specifications or that any changes made are in conformance with the Arizona Revised Statutes, ADEQ and Environmental Protection Agency rules, permits and guidelines and are documented in the as-built drawings. Based on a review of the information submitted, the Authority reserves the right, prior to the release of the withholding, to request modifications to the Project, the system, or the materials submitted pursuant to this section. Marana Regular Town Council Meeting October 18, 2022 Page 66 of 256 C-1 Exhibit C Reporting Requirements Section 1. Annual Loan Review. The Authority’s Annual Loan Review Form and annual financial statements in a format approved by the Authority, including the report of any annual audit(s) and all audit reports required by governmental auditing standards and any applicable Arizona rules, shall be provided by the Local Borrower to the Authority within one-hundred and eighty (180) days after the end of each fiscal year of the Local Borrower. The Local Borrower shall complete all audits and submit all reports required by the federal Single Audit Act within the time limits under that federal law, currently within the earlier of 30 days after receipt of the auditor’s reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the federal agency that provided the funding or a different period is specified in a program-specific audit guide. Section 2. Records and Accounts. The Local Borrower shall keep accurate records and accounts for the System, including records and accounts for the Project (the “System Records”), separate and distinct from its other records and accounts (the “General Records”). The Local Borrower must maintain the System Records in accordance with generally accepted accounting principles (GAAP), including standards relating to the reporting of infrastructure assets, as issued by the Governmental Accounting Standards Board (GASB) or by the Financial Accounting Standards Board (FASB), as applicable to the Local Borrower. If required by law, the Local Borrower must have the System Records audited annually by an independent accountant, which audit may be part of the annual audit of the General Records of the Local Borrower. The Local Borrower must make all System Records and General Records available for inspection by the Authority at any reasonable time. Section 3. Notice of Change In Key Personnel. Promptly after becoming aware thereof, the Local Borrower shall provide notice in writing to the Authority of any change to the information in Section 1 of the Loan Agreement and any other change in key personnel connected to the Project and Loan. Section 4. Notice of Material Adverse Change. The Local Borrower shall promptly notify the Authority of any material adverse change in the activities, prospects or condition (financial or otherwise), of the Local Borrower relating to the System, or in the ability of the Local Borrower to make all Loan Repayments from the Source of Repayment described in this Loan Agreement and otherwise to observe and perform its duties, covenants, obligations and agreements hereunder. Section 5. Disadvantaged Business Enterprise (DBE) Program. The Local Borrower must report DBE participation to the Authority based on guidance from the Authority. Section 6. Notice of Default. Promptly after becoming aware thereof, Local Borrower shall give notice to the Authority of (i) the occurrence of any Event of Default under the Loan Agreement or (ii) the occurrence of any breach, default, Event of Default, or event which with the giving of notice or lapse of time, or both, could become a material breach, default, or Event of Default (a “Future Breach”) under any agreement, indenture, mortgage, or other instrument Marana Regular Town Council Meeting October 18, 2022 Page 67 of 256 C-2 (other than the Loan Agreement) to which the Local Borrower is a party or by which it or any of its property is bound or affected. Local Borrower shall provide written notice to the Authority if the effect of such breach, default, Event of Default or Future Breach is to accelerate, or to permit the acceleration of, the maturity of any indebtedness under such agreement, indenture, mortgage, or other instrument; provided, however, that the failure of the Local Borrower to give such notice shall not affect the right and power of the Authority to exercise any and all of the remedies specified herein. Section 7. Notice of Construction Commencement. The Local Borrower shall promptly notify the Authority immediately upon commencement of construction activities. Section 8. Notice of Non-Environmental Litigation. Promptly after the commencement or overt threat thereof, Local Borrower shall provide the Authority with written notice of the commencement of all actions, suits, or proceedings before any court, arbitrator, or governmental department, commission, board, bureau, agency, or instrumentality affecting Local Borrower which, if adversely determined, could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or on the ability of Local Borrower to perform its obligations under the Loan Agreement. Section 9. Notice of Environmental Litigation. Without limiting the provisions of Section 8 above, promptly after receipt thereof, Local Borrower shall provide the Authority with written notice of the receipt of all pleadings, orders, complaints, indictments, or other communication alleging a condition that may require Local Borrower to undertake or to contribute to a cleanup or other response under laws relating to environmental protection, or which seek penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such laws, or which claim personal injury to any person or property damage as a result of environmental factors or conditions or which, if adversely determined, could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or on the ability of Local Borrower to perform its obligations under the Loan Agreement. Section 10. Regulatory and Other Notices. Promptly after receipt or submission thereof, Local Borrower shall provide the Authority with copies of any notices or other communications received from or directed to any governmental authority with respect to any matter or proceeding which could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or the ability of Local Borrower to perform its obligations under the Loan Agreement, or which reveals a substantial non compliance with any applicable law, regulation or rule. Section 11. Other Information. The Local Borrower shall submit to the Authority other information regarding the condition (financial or otherwise), or operation of the Local Borrower as the Authority may, from time to time, reasonably request. Section 12. Additional Reporting Requirements. The Local Borrower shall refer to the Loan Agreement Addendum for wage rate reporting requirements. Marana Regular Town Council Meeting October 18, 2022 Page 68 of 256 D-1 Exhibit D Source of Repayment: System Revenues Section 1 Certain Definitions As used in this Loan Agreement, the following terms shall have the meanings set forth below unless the context clearly requires otherwise: “Additional Parity Obligations” shall mean any additional obligations having a lien payable from Net Revenues of the System on a parity with the Loan Agreement which may hereafter be issued by the Local Borrower (or any financing conduit acting on behalf of the Local Borrower) in compliance with the terms in Section 3. “Administrative Expenses” shall mean the reasonable cost or value of all services rendered by the Local Borrower and its various departments with respect to the System. “Fund” shall mean the fund or funds into which the Local Borrower shall deposit the Revenues of the System. “Net Revenues” shall mean that portion of the Revenues remaining after deducting sufficient funds for the Operation and Maintenance Expenses of the System. “Operation and Maintenance Expenses” shall mean all costs reasonably incurred in connection with the operation, use and maintenance of the System, including (i) repairs necessary to keep the System in efficient and economical operating condition, (ii) the payments of premiums for insurance hereinafter required to be carried on the System, (iii) payments of reasonable Administrative Expenses and (iv) generally all expenses of the System except depreciation, interest expense related to the Loan Agreement, any Outstanding Parity Obligations, any Additional Parity Obligations, and interest expenses on any obligations subordinate to such obligations. “Outstanding Parity Obligations” shall mean obligations issued and outstanding having a lien payable from Net Revenues of the System on a parity with the Loan Agreement. “Revenues” shall mean and include all income, moneys and receipts to be received by the Local Borrower, directly or indirectly, from the ownership, use or operation of the System including any waste material or by-products of the System, and also including investment income. Section 2 Source of Repayment and Rate Covenant Provisions 1. It is understood and agreed that all payments with respect to the Loan shall be made only from the Source of Repayment, which is hereby pledged to the payment of all amounts due under the Loan. The “Source of Repayment” is the Net Revenues of the System as hereinafter provided. The Net Revenues are hereby pledged by the Local Borrower to the payment of all amounts due under the Loan and the repayment of such amounts shall be secured by a lien on and pledge of the Net Revenues on parity with the pledge and lien granted by the Local Borrower for the payment and security of Outstanding Parity Obligations and Additional Parity Marana Regular Town Council Meeting October 18, 2022 Page 69 of 256 D-2 Obligations. The amounts due under this Loan Agreement and any Outstanding Parity Obligations and Additional Parity Obligations (exclusive of the Local Borrower’s repayment obligations with respect to those reserve fund credit instruments in connection with this Loan and any Additional Parity Obligations which shall be secured on a subordinate basis), shall be equally and ratably secured by said pledge and lien without one having priority over the other. The Local Borrower intends that this pledge shall be a prior and paramount lien on and a first pledge of the Net Revenues, as will be sufficient to make all payments on the Loan, and the Local Borrower covenants to make the payments under the Loan from the Net Revenues, except to the extent that it chooses to make such payments from other legally available funds at its sole option. In no event shall the Local Borrower be required to make the payments on the Loan from any revenues, receipts or sources not derived from the Net Revenues of the System. 2. The Local Borrower covenants and agrees that it will establish and maintain schedules of rates, fees and charges for all services supplied by the System which, after making reasonable allowance for contingencies and errors in estimates, shall produce Revenues in each fiscal year that are sufficient, (a) to pay the Operation and Maintenance Expenses of the System, (b) to produce an aggregate amount of Net Revenues equal the sum of (i) one hundred twenty percent (120%) of the aggregate of the debt service or comparable payments payable on the Loan, the Outstanding Parity Obligations, and any Additional Parity Obligations in such fiscal year, and (ii) one hundred percent (100%) of the aggregate of the debt service on comparable payments, separately payable and secured on a basis subordinate to the Loan by Net Revenues, and (c) to maintain all necessary fund balances required under the resolutions or agreements of the Local Borrower authorizing the Loan, the Outstanding Parity Obligations, and Additional Parity Obligations. Section 3 Additional Parity Obligations The Local Borrower covenants and agrees that no other obligations of any kind will be issued that are payable from or enjoy a pledge of the Net Revenues having priority over the Loan. It is understood and agreed that Additional Parity Obligations having a lien upon and payable from the Net Revenues may be issued on parity with the Loan, but only as provided herein and only to provide funds to make improvements and expansions to the existing System, to purchase capacity rights in sewage treatment plant facilities owned by other political subdivisions of the State, to purchase capacity rights in water treatment plant facilities owned by other political subdivisions of the State, to acquire land, rights in land or water rights for the System, to provide reasonable reserves for Outstanding Parity Obligations and Additional Parity Obligations, to refund Outstanding Parity Obligations and Additional Parity Obligations or the Loan or to refund other bonds of the Local Borrower, if any, whether revenue bonds, general obligation bonds or other bonds or obligations, issued to provide funds to construct or acquire additions, extensions, improvements, expansions or replacements to the System, subject to the following conditions: (a) The Local Borrower will not, at the time of the issuance of such Additional Parity Obligations, be in default under any Outstanding Parity Obligations, Additional Parity Obligations, the Loan or under any resolution related thereto or providing for the issuance of Additional Parity Obligations or any related credit or reserve fund credit instrument; Marana Regular Town Council Meeting October 18, 2022 Page 70 of 256 D-3 (b) The issuance of Additional Parity Obligations will be duly authorized at an election, if required by law, except as to any bonds or obligations to be issued exclusively for the purpose of refunding any Outstanding Parity Obligations and Additional Parity Obligations or the Loan; (c) The issuance of Additional Parity Obligations will be provided for by a resolution duly adopted by the Local Borrower’s governing body and such Additional Parity Obligations will mature and interest will be paid on the same days of the year as Outstanding Parity Obligations and Additional Parity Obligations; and (d) The Reserve Requirement (as defined in Exhibit E), as computed for the amount of Additional Parity Obligations to be issued, shall be available in the Reserve Fund (as defined in Exhibit E) in one of the following ways: (i) Additional Parity Obligation proceeds shall be immediately deposited to the Reserve Fund, or a separate account as may be required, in an amount equal to the increased Reserve Requirement, if any, for the Additional Parity Obligations, or a Reserve Fund surety acceptable to the Authority shall be purchased in such amount; or (ii) Additional Parity Obligations, or any other revenues of the Local Borrower lawfully available to be used for such deposit, may be deposited to the Reserve Fund in equal monthly deposits such that the Reserve Requirement for such Additional Parity Obligations shall be satisfied not more than four years from the date of delivery of such Additional Parity Obligations; or (iii) any combination of (i) and (ii). The Reserve Fund may be divided into separate and discrete subaccounts each pledged to different Additional Parity Obligations provided that each Additional Parity Obligation Reserve Requirement is satisfied in one of the foregoing manners; and (e) the aggregate amount of the Net Revenues of the System for the last full fiscal year immediately preceding the issuance of such Additional Parity Obligation, as shown in a certificate or report of an independent public accountant or firm of such accountants presented to the Authority, has been at least equal to the sum of the following: (i) not less than one hundred twenty percent (120%) of the highest year’s debt service or comparable payments on all of the Outstanding Parity Obligations, the Loan, and the Additional Parity Obligations then to be issued, and (ii) not less than one hundred percent (100%) of the aggregate of amounts payable in such fiscal year and secured on a subordinate basis by such Net Revenues and (iii) not less than one hundred percent (100%) of any additional amounts required to maintain or fund necessary fund balances under the resolutions or agreements of the Local Borrower relating to the obligations described in (i). For the purposes of the subparagraph (e), additional amounts may be added to the Net Revenues as shown on the accountant’s certificate or report in the following circumstances: (1) If the Revenues have been increased as a result of construction of additions or acquisitions to the System made prior to the issuance of such Additional Parity Obligations but during either the fiscal year in which the Additional Parity Obligations are to be issued or in the preceding fiscal year, such increased Revenues may be treated as if such additions to the System were completed on the first day of the fiscal year used for purposes of computation. The Revenues derived from such additions and acquisitions to the System may Marana Regular Town Council Meeting October 18, 2022 Page 71 of 256 D-4 be converted for purposes of computation to estimated Net Revenues which would have been derived therefrom if said additions and acquisitions had actually been completed on the first day of the year used for computation purposes, such estimates to be made by a professional firm experienced in estimating future revenues and expenses of water and sewer systems and having a recognized reputation for that work. (2) If all or part of the proceeds of the Additional Parity Obligations are to be expended for the acquisition of existing water properties or facilities, there may be added to the Net Revenues of such preceding fiscal year the Net Revenues which would have been derived from the operation of such properties or facilities if such properties or facilities had been acquired and operated by the Local Borrower under the Local Borrower’s applicable rate schedule during the entire preceding fiscal year, such Net Revenues to be estimated by a professional firm experienced in estimating future revenues and expenses of water and sewer systems and having a recognized reputation for that work. (3) If prior to the issuance of the Additional Parity Obligations and subsequent to the first day of such preceding fiscal year, the Local Borrower shall have increased its rates or charges imposed for water services, there may be added to the Net Revenues of such fiscal year the additional Net Revenues which would have been received from the operation of the System during such fiscal year had such increase been in effect throughout such fiscal year, such additional Net Revenues to be estimated by a professional firm experienced in estimating future revenues and expenses of water and sewer systems and having a recognized reputation for that work. For purposes of calculations under this subparagraph (e), if Additional Parity Obligations are to be issued exclusively for the purpose of refunding or retiring a portion of Outstanding Parity Obligations or this Loan, for the purpose of the calculation required under this subparagraph (e), the percentage requirement on such obligations will be taken into consideration only in any future fiscal year in which any fractional part of such obligations will remain outstanding after the issuance of such Additional Parity Obligations; provided that nothing herein contained shall be construed to limit or restrict the issuance of any Additional Parity Obligations if, before or as a result of the issuance and delivery of such Additional Parity Obligations, any other obligations theretofore issued will no longer be outstanding, or full payment for any such obligations will be provided for by funds from the bond or obligation proceeds. Marana Regular Town Council Meeting October 18, 2022 Page 72 of 256 E-1 Exhibit E Debt Service Reserve Requirement No Debt Service Reserve Required The Local Borrower shall not be required to either (i) provide a Reserve Fund Surety or (ii) fund a Reserve Fund in cash in connection with this Agreement. Marana Regular Town Council Meeting October 18, 2022 Page 73 of 256 F-1 Exhibit F Replacement Reserve Requirements No Replacement Reserve Required The Local Borrower shall not be required to maintain a Replacement Reserve in connection with the Loan. Marana Regular Town Council Meeting October 18, 2022 Page 74 of 256 G-1 Exhibit G Form of Opinion of Local Borrower Counsel Enter Date of Opinion Water Infrastructure Finance Authority of Arizona Phoenix, Arizona Ladies and Gentlemen: I am an attorney admitted to practice in the State of Arizona and I have acted as counsel to the Town of Marana (the “Local Borrower”), which has entered into a Loan Agreement (as hereinafter defined) with the Water Infrastructure Finance Authority of Arizona (the “Authority”), and have acted as such in connection with the authorization, execution and delivery by the Local Borrower of the Loan Agreement (as hereinafter defined). Terms used and not otherwise defined herein have the meanings given to them in the Loan Agreement. In so acting I have examined the Constitution and laws of the State of Arizona. I have also examined originals, or copies certified or otherwise identified to my satisfaction, of the following: (a) the Loan Agreement, dated as of TBD (the “Loan Agreement”) by and between the Authority and the Local Borrower; and (b) proceedings of the governing board of the Local Borrower relating to the approval of the Loan Agreement and the Local Borrower Bond and the execution, issuance and delivery thereof on behalf of the Local Borrower, and the authorization of the undertaking and completion of the Project, including the proceedings relating to the election held on Enter Election Date on the question of authorizing the Local Borrower to enter into loan agreements with the Authority and/or issue the Local Borrower Bond, of which there is authorized but unissued capacity at least equal to the principal amount of the Loan. I have also examined and relied upon originals, or copies certified or otherwise authenticated to my satisfaction, of such other records, documents, certificates and other instruments, and made such investigation of law as in my judgment I have deemed necessary or appropriate to enable me to render the opinions expressed below. Based upon the foregoing, I am of the opinion that: 1. The Local Borrower is a political subdivison of the State of Arizona with the legal right to carry on the business of the System as currently being conducted and as proposed to be conducted. 2. The Local Borrower has full legal right and authority to pledge the Source of Repayment for the Loan Repayments and to execute and deliver the Loan Agreement, and to observe and perform its duties, covenants, obligations and agreements thereunder and to undertake and complete the Project; subject, however, to the effect of restrictions and limitations imposed by or Marana Regular Town Council Meeting October 18, 2022 Page 75 of 256 G-2 resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment or other similar laws affecting creditors rights generally (“Creditor’s Rights Limitations”) heretofore or hereafter enacted. 3. The Local Borrower has duly and validly pledged the Source of Repayment for the punctual payment of the principal of and interest on the Loan and all other amounts due under the Loan Agreement and the Local Borrower Bond according to their respective terms. 4. All additional debt tests and reserve and other requirements applicable to the Local Borrower with respect to the pledge of the Source of Repayment have been satisfied. 5. The authorizing proceedings of the Local Borrower’s governing body approving the Loan Agreement and authorizing its execution, issuance and delivery on behalf of the Local Borrower, and authorizing the Local Borrower to undertake and complete the Project (hereinafter collectively called the “Authorizing Resolutions”) have been duly and lawfully adopted and authorized in accordance with applicable Arizona law, at a meeting or meetings which were duly called pursuant to necessary public notice and held in accordance with applicable Arizona law, and at which quorums were present and acting throughout. 6. The Loan Agreement has been duly authorized, executed and delivered by the authorized officers of the Local Borrower; and, assuming that the Authority has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed and delivered the Loan Agreement, the Loan Agreement constitutes the legal, valid and binding obligation of the Local Borrower enforceable in accordance with its terms; subject, however, to the effect of and to restrictions and limitations imposed by or resulting from Creditor’s Rights Limitations or other laws, judicial decisions and principles of equity relating to the enforcement of contractual obligations generally. 7. To the best of my knowledge, after such investigation as I have deemed appropriate, the authorization, execution and delivery of the Loan Agreement by the Local Borrower, the observance and performance by the Local Borrower of its duties, covenants, obligations and agreements thereunder and the consummation of the transactions contemplated therein and the undertaking and completion of the Project do not and will not contravene any existing law or any existing order, injunction, judgment, decree, rule or regulation of any court or governmental or administrative agency, authority or person having jurisdiction over the Local Borrower or its property or assets or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any existing bond resolution, trust agreement, indenture, mortgage, deed of trust or other agreement to which the Local Borrower is a party or by which it, the System or its property or assets is bound. 8. To the best of my knowledge, after such investigation as I have deemed appropriate, all approvals, consents or authorizations of, or registrations of or filings with, any governmental or public agency, authority or person required to date on the part of the Local Borrower in connection with the authorization, execution, delivery and performance of the Loan Agreement, and the undertaking and completion of the Project have been obtained or made. Marana Regular Town Council Meeting October 18, 2022 Page 76 of 256 G-3 9. To the best of my knowledge, after such investigation as I have deemed appropriate, there is no litigation or other proceeding pending or threatened in any Court or other tribunal of competent jurisdiction (either State or Federal) questioning the creation, organization or existence of the Local Borrower or the validity, legality or enforceability of the Loan Agreement, or the undertaking or completion of the Project. This opinion is rendered on the basis of Federal law and the laws of the State of Arizona as enacted and construed on the date hereof. I express no opinion as to any matter not set forth in the numbered paragraphs herein. Very truly yours, Marana Regular Town Council Meeting October 18, 2022 Page 77 of 256 Exhibit H Tax Compliance Certificate of Local Borrower Water Infrastructure Finance Authority of Arizona $1,000,000.00 Loan to Town of Marana The Water Infrastructure Finance Authority of Arizona (the “Authority”) and Town of Marana (the “Local Borrower”) are entering into a Loan Agreement (the “Loan Agreement”) in the maximum principal amount stated above pursuant to which the Authority will make a loan (the “Loan”) to the Local Borrower. In connection with its state revolving fund programs, the Authority issues its bonds (“Authority Bonds”) from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be a Tax-Exempt Obligation that is not an AMT Obligation. Therefore, in order to establish certain facts necessary for the Loan to qualify and be treated as a Tax-Exempt Obligation that is not an AMT Obligation, and as required by the provisions of the Loan Agreement, the Local Borrower by its officer signing this Certificate, certifies, represents, and covenants as follows with respect to the Loan. All statements in this Certificate are of facts or, as to events to occur in the future, reasonable expectations. I.DEFINITIONS 1.10. Attachment A. The definitions and cross-references set forth in Attachment A apply to this Certificate and its Attachments. All terms relating to a particular issue, such as Sale Proceeds, relate to the Loan, unless indicated otherwise. (For example, “Sale Proceeds” refers to Sale Proceeds of the Loan, unless indicated otherwise.) 1.20. Special Definitions. Terms used herein, to the extent not defined in Attachment A or below, have the same meaning as defined in the Loan Agreement. In addition, the following definitions apply to this Certificate and its Attachments: “Instructions” means the Rebate Instructions attached hereto as Attachment A-1. “Issue” means the Loan. “Issuer” means the Local Borrower. “Project” means the financing of a portion of the costs of acquisition, construction and improvement of facilities to be financed by the Loan and includes Issuance Costs and interest on the Loan for up to three years from the Issuance Date or, if later, one year after the date the Project is placed in service, all of which are governmental purposes for purposes of the Code. “Reserve Fund” is defined in 3.40(a). Marana Regular Town Council Meeting October 18, 2022 Page 78 of 256 2 1.30. References. Reference to a Section means a section of the Code. Reference by number only (for example, “2.10”) means that numbered paragraph of this Certificate. Reference to an Attachment means an attachment to this Certificate. II. ISSUE DATA 2.10. Issuer. The Issuer is a Governmental Unit. 2.20. Purpose of Issue. The Issue is being issued to provide funds to pay costs of the Project. 2.30. Dates. The Sale Date of the Issue is the date on which the Loan Agreement is executed and delivered by the Authority and the Local Borrower, and the Issuance Date of the Issue is the first date on which the aggregate draws under the Loan exceed the lesser of $50,000 or 5% of the principal amount of the Loan. 2.40. Issue Price. The Issue Price of the Issue is the principal amount actually advanced by the Authority to the Issuer as the Loan. 2.50. Sale Proceeds, Net Proceeds, and Net Sale Proceeds. The amount of Sale Proceeds equals the Issue Price. The amount of Net Proceeds equals the Issue Price minus the amount of Proceeds (if any) deposited in the Reserve Fund (if any). The amount of Net Sale Proceeds equals the amount of Net Proceeds minus the Minor Portion. 2.60. Disposition of Sale Proceeds. There will be no Pre-Issuance Accrued Interest with respect to the Issue. The Sale Proceeds will be used to pay costs of the Project and, if applicable, to fund the Reserve Fund (if any). 2.70. Higher Yielding Investments. Gross Proceeds will not be invested in Higher Yielding Investments except for (A) the Minor Portion to the extent provided in 3.80, (B) those Gross Proceeds identified in 3.10, 3.20, and 3.30, but only during the applicable Temporary Periods there described for those Gross Proceeds, and (C) Gross Proceeds held in the Reserve Fund (if any) to the extent set forth in 3.40(a). 2.80. Single Issue. No other obligations have been or will be sold less than 15 days before or after the Sale Date pursuant to the same plan of financing with the Issue that are expected to be paid from substantially the same source of funds as the Issue, determined without regard to guarantees from a person who is not a Related Party to the Issuer. Accordingly, no obligations other than those of the Issue are a part of a single issue with the Issue. III. ARBITRAGE (NONREBATE) MATTERS 3.10. Use of Net Sale Proceeds and Pre-Issuance Accrued Interest; Temporary Periods. (A) Pre-Issuance Accrued Interest. There will be no Pre-Issuance Accrued Interest with respect to the Issue. (B) Payment of Costs of the Project. Marana Regular Town Council Meeting October 18, 2022 Page 79 of 256 3 (1) All of the Net Sale Proceeds will be used to pay costs of the Project. Such Sale Proceeds may be used to acquire or hold Higher Yielding Investments for a period ending on the third anniversary of the Issuance Date (such period being the Temporary Period for such amount) because the following three tests are reasonably expected to be satisfied: (i) At least 85% of the Net Sale Proceeds will be allocated to expenditures on the Project by the end of the Temporary Period; (ii) Within 6 months of the Issuance Date, the Issuer will incur substantial binding obligations to third parties to expend at least 5% of the Net Sale Proceeds on the Project; and (iii) Completion of the Project and allocation of the Net Sale Proceeds to expenditures will proceed with due diligence. Any Sale Proceeds that remain unspent on the third anniversary of the Issuance Date, which is the expiration date of the Temporary Period for such Proceeds, shall not be invested in Higher Yielding Investments with respect to the Issue after that date except as part of the Minor Portion. In complying with the foregoing sentence, the Issuer may take into account “yield reduction payments” (within the meaning of Regulations §1.148-5(c)) paid to the United States. (2) Any Reimbursement Allocation will qualify as a Reimbursement of Prior Capital Expenditures and will be made by an entry in the financial records of the Issuer kept with respect to the Issue showing that Sale Proceeds of the Issue have been returned to the fund or account of the Issuer from which such amount was originally and temporarily advanced to finance Capital Expenditures paid before this date by not more than (A) 18 months after the later of the date such Capital Expenditures were paid or the date on which the property resulting from such Capital Expenditures and comprising part of the Project was placed in service or (B) three years after the original expenditures were paid. 3.20. Investment Proceeds. Any Investment Proceeds will be used to pay costs of the Project and may be invested in Higher Yielding Investments during the Temporary Period identified in 3.10(B)(1) or, if longer, one year from the date of receipt, such period being the Temporary Period for such Proceeds. 3.30. Payment Fund. Amounts deposited from time to time in the fund of the Issuer from which payments will be made on the Issue, which is a Bona Fide Debt Service Fund, will be used to pay Debt Service on the Issue within 13 months after the amounts are so deposited, such period being the Temporary Period for such amounts. 3.40. Reserve Funds. (A) Debt Service Reserve Fund. If (and only if) the Loan Agreement requires the funding of a debt service reserve fund (“Reserve Fund”) in cash: The amount of Proceeds of the Loan deposited in the Reserve Fund shall not exceed Marana Regular Town Council Meeting October 18, 2022 Page 80 of 256 4 10% of the stated principal amount of the Loan. Amounts in the portion of the Reserve Fund allocable to the Issue may be invested in Higher Yielding Investments with respect to the Issue to the extent that such amounts do not exceed the least of (i) 10% of the principal amount of the Issue; (ii) maximum annual Debt Service; and (iii) 125% of average annual Debt Service. Any amounts in the portion of the Reserve Fund allocable to the Issue in excess of the least of these amounts will not be invested in Higher Yielding Investments with respect to the Issue. In complying with the yield restriction set forth in this Section, the Issuer may take into account “yield reduction payments” (within the meaning of Regulations § 1.148-5(c)) timely paid or to be timely paid to the United States because amounts in the Reserve Fund (other than investment earnings) are not reasonably expected to be used to pay Debt Service other than in connection with reductions in the amount required to be in the Reserve Account. The establishing and funding of the Reserve Fund was reasonably required by the Authority as a condition of making the Loan. (B) Replacement Reserve Fund. If (and only if) the Loan Agreement requires the funding of a replacement reserve fund (“Replacement Reserve Fund”) in cash: The Replacement Reserve Fund may be used for one or more of the following purposes: (i) the acquisition of new, or the replacement of obsolete or worn out, machinery, equipment, furniture, fixtures or other personal property for the Issuer’s utility system, provided that the property is depreciable; (ii) the performance of repairs with respect to the Issuer’s utility system that are of an extraordinary and non-recurring nature, provided that the property is depreciable; (iii) the acquisition or construction of additions to or improvements, extensions or enlargements to, or remodeling of, the Issuer’s utility system, provided that the property is depreciable; and/or (iv) to make Debt Service payments to the Authority on the Issue (collectively, the “Permitted Uses”). The Issuer reasonably expects to use amounts in the Replacement Reserve Fund for Permitted Uses other than to make Debt Service payments to the Authority on the Issue, and therefore there is no reasonable assurance of the availability of those amounts to make Debt Service payments to the Authority on the Issue if the Issuer encounters financial difficulties 3.50. No Other Replacement Fund or Assured Available Funds. Except as described in 3.30 and, if and to the extent applicable, 3.40(A), , the Issuer has not established and does not expect to establish or use any sinking fund, debt service fund, redemption fund, reserve or replacement fund, or similar fund, or any other fund to pay Debt Service on the Issue. Except for money referred to in 3.30 and Proceeds of a Refunding Issue, if any, no other money or Investment Property is or will be pledged as collateral or used for the payment of Debt Service on the Issue (or for the reimbursement of any others who may provide money to pay that Debt Service), or is or will be restricted, dedicated, encumbered, or set aside in any way as to afford the holders of the Issue reasonable assurance of the availability of such money or Investment Property to pay Debt Service on the Issue. 3.60. No Overissuance. The Proceeds of the Issue are not reasonably expected to exceed the amount needed for the governmental purposes of the Issue as set forth in 2.20. Marana Regular Town Council Meeting October 18, 2022 Page 81 of 256 5 3.70. Other Uses of Proceeds Negated. Except as stated otherwise in this Certificate, none of the Proceeds of the Issue will be used: (A) to pay principal of or interest on, refund, renew, roll over, retire, or replace any other obligations issued by or on behalf of the Issuer or any other Governmental Unit, (B) to replace any Proceeds of another issue that were not expended on the project for which such other issue was issued, (C) to replace any money that was or will be used directly or indirectly to acquire Higher Yielding Investments, (D) to make a loan to any person or other Governmental Unit, (E) to pay any Working Capital Expenditure other than expenditures identified in Regulations §1.148-6(d)(3)(ii)(A) and (B) (i.e., Issuance Costs of the Issue, Qualified Administrative Costs, reasonable charges for a Qualified Guarantee or for a Qualified Hedge, interest on the Issue for a period commencing on the Issuance Date of the Issue and ending on the date that is the later of three years from such Issuance Date or one year after the date on which the project financed or refinanced by the Issue was or will be placed in service, payments of the Rebate Amount, and costs, other than those already described, that do not exceed 5% of the Sale Proceeds and that are directly related to Capital Expenditures financed or deemed financed by the Issue, principal or interest on an issue paid from unexpected excess Sale Proceeds or Investment Proceeds, and principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a Bona Fide Debt Service Fund), or (F) to reimburse any expenditures made prior to the Issuance Date except those that qualify as a Reimbursement of Prior Capital Expenditures. No portion of the Issue is being issued solely for the purpose of investing Proceeds in Higher Yielding Investments. 3.80. Minor Portion. The Minor Portion is equal to the lesser of 5% of the Sale Proceeds of the Issue and $100,000. Such Minor Portion may be invested in Higher Yielding Investments with respect to the Issue. 3.90. No Other Replacement Proceeds. That portion of the Issue that is to be used to finance Capital Expenditures has a weighted average maturity that does not exceed 120% of the weighted average reasonably expected economic life of the property resulting from such Capital Expenditures. IV. REBATE MATTERS 4.10. Issuer Obligation Regarding Rebate. Consistently with its covenants contained in the Loan Agreement, the Issuer will calculate and make, or cause to be calculated and made, Marana Regular Town Council Meeting October 18, 2022 Page 82 of 256 6 payments of the Rebate Amount in the amounts and at the times and in the manner provided in Section 148(f) with respect to Gross Proceeds to the extent not exempted under Section 148(f)(4) and the Instructions. 4.20. No Avoidance of Rebate Amount. No amounts that are required to be paid to the United States will be used to make any payment to a party other than the United States through a transaction or a series of transactions that reduces the amount earned on any Investment Property or that results in a smaller profit or a larger loss on any Investment Property than would have resulted in an arm’s length transaction in which the Yield on the Issue was not relevant to either party to the transaction. 4.30. Exceptions. (A) Small Issuer Exception. The Issue is exempt under Section 148(f)(4)(D) from the rebate requirement if all of the following requirements are satisfied: (1) The Issuer is a Governmental Unit with general taxing powers within the meaning of Section 148(f)(4)(D), and (2) No part of the Issue is a Private Activity Bond, and (3) All of the Net Proceeds will be used for “local governmental activities” of the Issuer within the meaning of Section 148(f)(4)(D) and none of the Net Proceeds will be used for any Private Business Use, and (4) The aggregate principal amount of all Tax-Exempt Obligations, including the Issue, issued or to be issued by the Issuer, its subordinate entities and entities that issue any such obligations on behalf of the Issuer, or on behalf of which the Issuer issues any such obligations, during the current calendar year does not, and is not reasonably expected to, exceed $5,000,000. The Tax-Exempt Obligations taken into account for this purpose exclude any Private Activity Bonds and any Current Refunding Portion and Current Refunding Issue to the extent that the amount of such Current Refunding Portion or Current Refunding Issue does not exceed the outstanding amount of the obligations refunded by such Current Refunding Portion or Current Refunding Issue. No entity has been or will be formed or availed of to avoid the purposes of Section 148(f)(4)(D)(i)(IV). If, but only if, all of the above requirements are satisfied, check here: [____] and sign here: ___________________________________ (B) General Exception. Notwithstanding the foregoing, the computations and payments of amounts to the United States referred to in IV need not be made to the extent that the Issuer will not thereby fail to comply with any requirements of Section 148(f) and the Instructions based on an opinion of bond counsel. Marana Regular Town Council Meeting October 18, 2022 Page 83 of 256 7 4.40. Election. The Issue is a Construction Issue. The Issuer hereby elects to apply the 2-year spending exception to the rebate requirements on the basis of actual facts instead of the Issuer’s reasonable expectations. V. OTHER TAX MATTERS 5.10. Not Private Activity Bonds or Pool Bonds. No obligation of the Issue will be a Private Activity Bond or a pooled financing bond (within the meaning of Section 149(f)), based on the following: (A) Not more than 5% of the Proceeds, if any, directly or indirectly, will be used for a Private Business Use and not more than 5%, if any, of the Debt Service on the Issue, directly or indirectly, will be secured by any interest in property used or to be used for a Private Business Use or payments in respect of such property, or will be derived from payments (whether or not to the Issuer) in respect of property, or borrowed money, used or to be used for a Private Business Use. (B) Less than 5% of the Proceeds, if any, will be used to make or finance loans to any Private Person or Governmental Unit other than the Issuer. (C) The lesser of the Proceeds that are being or will be used for any Private Business Use or the Proceeds with respect to which there are payments or (borrowed money) that are being or will be used for any Private Business Use does not exceed $15,000,000 and none of the Proceeds will be used with respect to an “output facility” (other than a facility for the furnishing of water) within the meaning of Section 141(b)(4). (D) The Issuer does not expect to sell or otherwise dispose of the Project or any portion thereof during the term of the Issue except for dispositions of property in the normal course at the end of such property’s useful life to the Issuer. With respect to tangible personal property, if any, that is part of the Project, the Issuer reasonably expects that: (1) Dispositions of such tangible personal property, if any, will be in the ordinary course of an established governmental program; (2) The weighted average maturity of the obligations of the Issue financing such property (treating the obligations of the Issue properly allocable to such personal property as a separate issue for this purpose) will not be greater than 120% of the reasonably expected actual use of such property for governmental purposes; (3) The fair market value of such property on the date of disposition will not be greater than 25% of its cost; (4) The property will no longer be suitable for its governmental purposes on the date of disposition; and Marana Regular Town Council Meeting October 18, 2022 Page 84 of 256 8 (5) The amounts received from any disposition of such property are required to be, and will be, commingled with substantial tax or other governmental revenues and will be spent on governmental programs within 6 months from the date of such deposit and commingling. 5.20. Issue Not Federally Guaranteed. The Issue is not Federally Guaranteed. 5.30. Not Hedge Bonds. At least 85% of the Spendable Proceeds will be used to carry out the governmental purposes of the Issue within three years from the Issuance Date. Not more than 50%, if any, of the Proceeds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more (including but not limited to any investment contract or fixed yield investment having a maturity of four years or more). The reasonable expectations stated above are not based on and do not take into account (A) any expectations or assumptions as to the occurrence of changes in market interest rates or changes of federal tax law or regulations or rulings thereunder or (B) any prepayments of items other than items that are customarily prepaid. 5.40. Hedge Contracts. The Issuer has not entered into, and does not reasonably expect to enter into, any Hedge with respect to the Issue, or any portion thereof. The Issuer acknowledges that entering into a Hedge with respect to the Issue, or any portion thereof, may change the Yield and that Bond Counsel should be contacted prior to entering into any Hedge with respect to the Issue in order to determine whether payments/receipts pursuant to the Hedge will be taken into account in computing the Yield. 5.50. Internal Revenue Service Information Return. Within the time and on the form prescribed by the Internal Revenue Service under Section 149(e), the Issuer will file with the Internal Revenue Service an Information Return setting forth the required information relating to the Issue. The information reported on that Information Return will be true, correct, and complete to the best of the knowledge and belief of the undersigned. 5.60. Responsibility of Officer. (A) The officer signing this Certificate is one of the officers of the Issuer responsible for issuing the Issue. (B) To the best of the knowledge, information, and belief of the undersigned, all expectations stated in this Certificate are the expectations of the Issuer and are reasonable, all facts stated are true, and there are no other existing facts, estimates, or circumstances that would or could materially change the statements made in this Certificate. The certifications and representations made in this Certificate are intended to be relied upon as certifications described in Regulations § 1.148-2(b). The Issuer acknowledges that any change in the facts or expectations from those set forth in this Certificate may result in different requirements or a change in status of the Issue or interest thereon under the Code, and that bond counsel should be contacted if such changes are to occur or have occurred. Marana Regular Town Council Meeting October 18, 2022 Page 85 of 256 9 Town of Marana By: Name: Title: Marana Regular Town Council Meeting October 18, 2022 Page 86 of 256 10 List of Attachments Attachment A -- Definitions for Tax Compliance Certificate Attachment A-1 -- Rebate Instructions Marana Regular Town Council Meeting October 18, 2022 Page 87 of 256 A-1 Attachment A Definitions for Tax Compliance Certificate of Local Borrower The following terms, as used in Attachment A and in the Tax Compliance Certificate to which it is attached and in the other Attachments to the Tax Compliance Certificate, have the following meanings unless therein otherwise defined or unless a different meaning is indicated by the context in which the term is used. Capitalized terms used within these definitions that are not defined in Attachment A have the meanings ascribed to them in the Tax Compliance Certificate to which this Attachment A is attached. The word “Issue,” in lower case, refers either to the Issue or to another issue of obligations or portion thereof treated as a separate issue for the applicable purposes of Section 148, as the context requires. The word “obligation” or “obligations,” in lower case, includes any obligation, whether in the form of bonds, notes, certificates, or any other obligation that is a “bond” within the meaning of Section 150(a)(1). All capitalized terms used in this Certificate include either the singular or the plural. All terms used in this Attachment A or in the Tax Compliance Certificate to which this Attachment A is attached, including terms specifically defined, shall be interpreted in a manner consistent with Sections 103 and 141-150 and the applicable Regulations thereunder except as otherwise specified. All references to Section, unless otherwise noted, refer to the Code. “Advance Refunding Issue” means any Refunding Issue that is not a Current Refunding Issue. “Advance Refunding Portion” means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as an Advance Refunding Issue if it had been issued as a separate issue. “AMT Obligation” means a Tax-Exempt Obligation the interest on which is an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. “Available Construction Proceeds” means an amount equal to (a) the sum of (i) the Issue Price of an issue, (ii) Investment Proceeds on that Issue Price, (iii) earnings on any reasonably required reserve or replacement fund allocable to the issue not funded from the Issue Price, and (iv) Investment Proceeds and earnings on (ii) and (iii), (b) reduced by the portions, if any, of the Issue Price of the issue (i) attributable to Pre-Issuance Accrued Interest and earnings thereon, (ii) allocable to the underwriter’s discount, (iii) used to pay other Issuance Costs of the issue, and (iv) deposited in a reasonably required reserve or replacement fund allocable to the issue. “Available Construction Proceeds” does not include Investment Proceeds or earnings on a reasonably required reserve or replacement fund allocable to the issue for any period after the earlier of (a) the close of the 2-year period that begins on the Issuance Date or (b) the date the construction of the project financed by the issue is substantially completed, provided, however, that such Investment Proceeds or earnings shall be excluded from “Available Construction Proceeds” if the Issuer has timely elected such exclusion. If an issue is a Multipurpose Issue that includes a New Money Portion that is a Construction Issue, this definition shall be applied by substituting “New Money Portion” for “issue” each place the latter term appears. If an issue or the New Money Portion of a Multipurpose Issue, as applicable, is Marana Regular Town Council Meeting October 18, 2022 Page 88 of 256 A-2 not a Construction Issue, and the Issuer makes the bifurcation election under Regulations §1.148-7(j)(1) and Section 148(f)(4)(C)(v) to treat the issue or the New Money Portion as two separate issues consisting of the Construction Portion and the Nonconstruction Portion, this definition shall be applied by substituting “Construction Portion” for “issue” each place the latter term appears. “Bona Fide Debt Service Fund” means a fund, including a portion of or an account in that fund (or in the case of a fund established for two or more issues, the portion of that fund properly allocable to an issue), or a combination of such funds, accounts or portions that is used primarily to achieve a proper matching of revenues with Debt Service on an issue within each Bond Year and that is depleted at least once each year except for a reasonable carryover amount not to exceed the greater of the earnings thereon for the immediately preceding Bond Year or one-twelfth of the annual Debt Service on the issue for the immediately preceding Bond Year. “Bond Year” means the annual period relevant to the application of Section 148(f) to an issue, except that the first and last Bond Years may be less than 12 months long. The last day of a Bond Year shall be the close of business on the day preceding the anniversary of the Issuance Date of an issue unless the Issuer selects another date on which to end a Bond Year in the manner permitted by the Code. “Capital Expenditures” means costs of a type that are properly chargeable to a capital account (or would be so chargeable with a proper election or with the application of the definition of Placed in Service) under general federal income tax principles. “Code” means the Internal Revenue Code of 1986, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. “Commingled Fund” means any fund or account of the Issuer that contains both Gross Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of the issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of funds deposited in the fund or account. “Commingled Investment Proceeds” means Investment Proceeds of an issue (other than Investment Proceeds held in a Refunding Escrow) that are deposited in a Commingled Fund with substantial tax or other revenues from governmental operations of the Issuer and that are reasonably expected to be spent for governmental purposes within 6 months from the date of deposit in the Commingled Fund, using any reasonable accounting assumptions. “Conduit Borrower” means the obligor on a purpose investment. Marana Regular Town Council Meeting October 18, 2022 Page 89 of 256 A-3 “Conduit Financing Issue” means an issue the Proceeds of which are reasonably expected to be used to finance one or more Conduit Loans. “Conduit Loan” means a purpose investment acquired by the Issuer with Proceeds of a Conduit Financing Issue, thereby effecting a loan to the Conduit Borrower. “Construction Expenditures” means Capital Expenditures allocable to the cost of real property (including the construction or making of improvements to real property, but excluding acquisitions of interests in land or other existing real property) or constructed personal property within the meaning of Regulations §1.148-7(g). “Construction Issue” means an issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Governmental Unit or a 501(c)(3) Organization. If an issue is a Multipurpose Issue that includes a New Money Portion, this definition shall be applied by substituting “New Money Portion” for “Construction Issue” each place the latter term appears. If an election under Section 148(f)(4)(C)(v) and Regulations §1.148-7(j) is made to bifurcate an issue or the New Money Portion of a Multipurpose Issue, this definition shall be applied by substituting “Construction Portion” for “Construction Issue” each place the latter term appears. “Construction Portion” means that portion of an issue or the New Money Portion of a Multipurpose Issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Governmental Unit or a 501(c)(3) Organization and that finances 100% of the Construction Expenditures. “Controlled Group” means a group of entities controlled directly or indirectly by the same entity or group of entities within the meaning of Regulations §1.150-1(e). “Current Refunding Issue” means a Refunding Issue that is issued not more than 90 days before the last expenditure of any Proceeds of the Refunding Issue for the payment of Debt Service on the Refunded Bonds. “Current Refunding Portion” means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as a Current Refunding Issue if it had been issued as a separate issue. “Debt Service” means principal of and interest and any redemption premium on an issue. “Excess Gross Proceeds” means all Gross Proceeds of an Advance Refunding Issue that exceed an amount equal to 1% of the Sale Proceeds of such Advance Refunding Issue, other than Gross Proceeds allocable to: (a) payment of Debt Service on the Refunded Bonds; (b) payment of Pre-Issuance Accrued Interest on the Advance Refunding Issue and interest on the Advance Refunding Issue that accrues for a period up to the completion date of any capital project financed by the Prior Issue, plus one year; (c) a reasonably required reserve or replacement fund for the Marana Regular Town Council Meeting October 18, 2022 Page 90 of 256 A-4 Advance Refunding Issue or Investment Proceeds of such fund; (d) payment of Issuance Costs of the Advance Refunding Issue; (e) payment of administrative costs allocable to repaying the Refunded Bonds, carrying and repaying the Advance Refunding Issue, or investments of the Advance Refunding Issue; (f) Transferred Proceeds allocable to expenditures for the governmental purpose of the Prior Issue (treating for this purpose all unspent Proceeds of the Prior Issue properly allocable to the Refunded Bonds as of the Issuance Date of the Advance Refunding Issue as Transferred Proceeds); (g) interest on purpose investments; (h) Replacement Proceeds in a sinking fund for the Advance Refunding Issue; and (i) fees for a Qualified Guarantee for the Advance Refunding Issue or the Prior Issue. If an Issue is a Multipurpose Issue that includes an Advance Refunding Portion, this definition shall be applied by substituting “Advance Refunding Portion” for “Advance Refunding Issue” each place the latter term appears. “Federally Guaranteed” means that (a) the payment of Debt Service on an issue, or the payment of principal or interest with respect to any loans made from the Proceeds of the issue, is directly or indirectly guaranteed in whole or in part by the United States or by an agency or instrumentality of the United States, within the meaning of Section 149(b) of the Code, or (b) more than 5% of the Proceeds of an issue will be invested directly or indirectly in federally insured deposits or accounts. The preceding sentence does not apply to (a) Proceeds invested during an initial Temporary Period until such Proceeds are needed to pay costs of the project, (b) investments of a Bona Fide Debt Service Fund, (c) direct purchases from the United States of obligations issued by the United States Treasury, or (d) other investments permitted by Section 149(b) or Regulations §1.149(b)-1(b). “501(c)(3) Organization” means an organization described in Section 501(c)(3) and exempt from tax under Section 501(a). “Fixed Yield Issue” means an issue of obligations the Yield on which is fixed and determinable on the Issuance Date. “Governmental Unit” means a state, territory or possession of the United States, the District of Columbia, or any political subdivision thereof referred to as a “State or local governmental unit” in Regulations §1.103-1(a). “Governmental Unit” does not include the United States or any agency or instrumentality of the United States. “Gross Proceeds” means Proceeds and Replacement Proceeds of an issue. “Hedge” means a contract entered into by the Issuer or the Conduit Borrower primarily to modify the Issuer’s or the Conduit Borrower’s risk of interest rate changes with respect to an obligation (e.g., an interest rate swap, an interest rate cap, a futures contract, a forward contract or an option). “Higher Yielding Investments” means any Investment Property that produces a Yield that (a) in the case of Investment Property allocable to Replacement Proceeds of an issue and Investment Property in a Refunding Escrow, is more than one thousandth of one percentage point (.00001) higher than the Yield on the applicable issue, and (b) for all other purposes is more than one-eighth of one percentage point (.00125) higher than the Yield on the issue. Marana Regular Town Council Meeting October 18, 2022 Page 91 of 256 A-5 “Investment Proceeds” means any amounts actually or constructively received from investing Proceeds of an issue in Investment Property. “Investment Property” means investment property within the meaning of Sections 148(b)(2) and 148(b)(3), including any security (within the meaning of Section 165(g)(2)(A) or (B)), any obligation, any annuity contract and any other investment-type property (including certain residential rental property for family units as described in Section 148(b)(2)(E) in the case of any bond other than a Private Activity Bond). Investment Property includes a Tax-Exempt Obligation that is a “specified private activity bond” as defined in Section 57(a)(5)(C), but does not include other Tax-Exempt Obligations. “Issuance Costs” means costs to the extent incurred in connection with, and allocable to, the issuance of an issue, and includes underwriter’s compensation withheld from the Issue Price, counsel fees, financial advisory fees, rating agency fees, trustee fees, paying agent fees, bond registrar, certification and authentication fees, accounting fees, printing costs for bonds and offering documents, public approval process costs, engineering and feasibility study costs, guarantee fees other than for a Qualified Guarantee and similar costs, but does not include fees charged by the Issuer. “Issuance Date” means the date of physical delivery of an issue by the Issuer in exchange for the purchase price of the issue. “Issue Price” means in the circumstances applicable to an issue: (1) Public Offering. In the case of obligations actually offered to the general public in a bona fide public offering at the initial offering price for each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, the aggregate of the initial offering price for each maturity (including any Pre-Issuance Accrued Interest and original issue premium, but excluding any original issue discount), which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity, as of the Sale Date, was sold or reasonably expected to be sold (other than to bond houses, brokers or other intermediaries). In the case of publicly offered obligations that are not described in the preceding sentence, Issue Price means the aggregate of the initial offering price to the public of each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity was sold to the public. (2) Private Placement. In the case of obligations sold by private placement, the aggregate of the prices (including any Pre-Issuance Accrued Interest and original issue premium, but excluding any original issue discount) paid to the Marana Regular Town Council Meeting October 18, 2022 Page 92 of 256 A-6 Issuer by the first purchaser(s) (other than bond houses, brokers or other intermediaries). “Minor Portion” means an amount equal to the lesser of $100,000 or 5% of the Sale Proceeds of an issue. “Multipurpose Issue” means an issue the bonds of which are allocable to two or more separate governmental purposes within the meaning of Regulations §1.148-9(h). “Net Proceeds” means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue. “Net Sale Proceeds” means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue and the portion invested as a part of a Minor Portion for the issue. “New Money Issue” means an issue that is not a Refunding Issue. “New Money Portion” means that portion of a Multipurpose Issue other than the Refunding Portion. “Nonpurpose Investments” means any Investment Property that is acquired with Gross Proceeds as an investment and not in carrying out any governmental purpose of an issue. “Nonpurpose Investments” does not include any investment that is not regarded as “investment property” or a “nonpurpose investment” for the particular purposes of Section 148 (such as certain investments in U.S. Treasury obligations in the State and Local Government Series and certain temporary investments), but does include any other investment that is a “nonpurpose investment” within the applicable meaning of Section 148. “Placed in Service” means the date on which, based on all the facts and circumstances, a facility has reached a degree of completion that would permit its operation at substantially its design level and the facility is, in fact, in operation at such level. “Pre-Issuance Accrued Interest” means interest on an obligation that accrued for a period not greater than one year before its Issuance Date and that will be paid within one year after such Issuance Date. “Preliminary Expenditures” means any Capital Expenditures that are “preliminary expenditures” within the meaning of Regulations §1.150-2(f)(2), i.e., architectural, engineering, surveying, soil testing, reimbursement bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of a project other than land acquisition, site preparation, and similar costs incident to commencement of construction. The aggregate amount of Preliminary Expenditures may not exceed 20% of the aggregate Issue Price of the issue or issues that financed or are reasonably expected to finance the project for which such Preliminary Expenditures are or were incurred. Marana Regular Town Council Meeting October 18, 2022 Page 93 of 256 A-7 “Prior Issue” means an issue of obligations all or a portion of the Debt Service on which is paid or provided for with Proceeds of a Refunding Issue. The Prior Issue may be a Refunding Issue. “Private Activity Bond” means (a) obligations of an issue more than 10% of the Proceeds of which, directly or indirectly, are or are to be used for a Private Business Use and more than 10% of the Debt Service on which, directly or indirectly, is or is to be paid from or secured by payments with respect to property, or secured by property, used for a Private Business Use, or (b) obligations of an issue, the Proceeds of which are or are to be used to make or finance loans to any Private Person that, in the aggregate, exceed the lesser of 5% of such Proceeds or $5,000,000. In the event of Unrelated or Disproportionate Use, the tests in (a) shall be applied by substituting 5% for 10% each place the latter term is used. “Private Business Use” means use (directly or indirectly) in a trade or business carried on by any Private Person other than use as a member of, and on the same basis as, the general public. Any activity carried on by a Private Person (other than a natural person) shall be treated as a trade or business. In the case of a Qualified 501(c)(3) Bond, Private Business Use excludes use by a 501(c)(3) Organization that is not an unrelated trade or business activity by such 501(c)(3) Organization within the meaning of Section 513(a). “Private Person” means any natural person or any artificial person, including a corporation, partnership, trust or other entity, other than a Governmental Unit. “Private Person” includes the United States and any agency or instrumentality of the United States. “Proceeds” means any Sale Proceeds, Investment Proceeds, and Transferred Proceeds of an issue. “Proceeds” does not include Replacement Proceeds. “Qualified Administrative Costs” means reasonable direct administrative costs (other than carrying costs) such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody and similar costs. General overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount are not Qualified Administrative Costs. “Qualified 501(c)(3) Bonds” means an issue of obligations that satisfies the requirements of Section 145(a). “Qualified Guarantee” means any guarantee of an obligation that constitutes a “qualified guarantee” within the meaning of Regulations §1.148-4(f). “Qualified Hedge” means a Hedge that is a “qualified hedge” within the meaning of Regulations §1.148-4(h)(2). “Rebate Amount” means the excess of the future value, as of any date, of all receipts on Nonpurpose Investments acquired with Gross Proceeds of an issue over the future value, as of that date, of all payments on those Nonpurpose Investments, computed in accordance with Section 148(f) and Regulations §1.148-3. Marana Regular Town Council Meeting October 18, 2022 Page 94 of 256 A-8 “Refunded Bonds” means obligations of a Prior Issue the Debt Service on which is or is to be paid from Proceeds of a Refunding Issue. “Refunding Bonds” means obligations of a Refunding Issue. “Refunding Issue” means an issue the Proceeds of which are or are to be used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre-Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs of the Refunding Issue. “Refunding Escrow” means one or more funds established as part of a single transaction, or a series of related transactions, containing Proceeds of a Refunding Issue and any other amounts to be used to pay Debt Service on Refunded Bonds of one or more issues. “Refunding Portion” means that portion of a Multipurpose Issue the Proceeds of which are, or are to be, used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre-Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs properly allocable to the Refunding Portion. “Regulations” or “Reg.” means Treasury Regulations. “Reimbursement Allocation” means an allocation of the Proceeds of an issue for the Reimbursement of Prior Capital Expenditures, other than Preliminary Expenditures, that meets each of the following requirements: (a) is evidenced on the books or records of the Issuer maintained with respect to the issue, (b) the allocation entry identifies either actual prior Capital Expenditures, or the fund or account from which the prior Capital Expenditures were paid, and (c) evidences the Issuer’s use of Proceeds of the issue to reimburse a Capital Expenditure for a governmental purpose that was originally paid from a source other than the Proceeds of the issue. “Reimbursement of Prior Capital Expenditures” means a Reimbursement Allocation of Proceeds of the Issue to a Capital Expenditure paid prior to the Issuance Date of such Issue, that satisfies the following requirements: (a) the Capital Expenditure was paid after March 1, 1992; (b) prior to, or within 60 days after, payment of the Capital Expenditure (except Preliminary Expenditures), the Issuer adopted an official intent for the Capital Expenditure that satisfies Regulations §1.150-2(e); and (c) except for Preliminary Expenditures, the Reimbursement Allocation occurs or will occur within 18 months after the later of the date the Capital Expenditure was paid or the date the project resulting from such Capital Expenditure was Placed in Service or abandoned, but in no event more than 3 years after the Capital Expenditure was paid. “Related Party” means, in reference to a Governmental Unit or 501(c)(3) Organization, any member of the same Controlled Group and, in reference to any person that is not a Governmental Unit or 501(c)(3) Organization, a “related person” as defined in Section 144(a)(3) of the Code. Marana Regular Town Council Meeting October 18, 2022 Page 95 of 256 A-9 “Replacement Proceeds” means, with respect to an issue, amounts (including any investment income, but excluding any Proceeds of any issue) replaced by Proceeds of that issue within the meaning of Section 148(a)(2). “Replacement Proceeds” includes amounts, other than Proceeds, held in a sinking fund, pledged fund or reserve or replacement fund for an issue. “Sale Date” means, with respect to an issue, the first date on which there is a binding contract in writing with the Issuer for the sale and purchase of an issue (or of respective obligations of the issue if sold by the Issuer on different dates) on specific terms that are not later modified or adjusted in any material respect. “Sale Proceeds” means that portion of the Issue Price actually or constructively received by the Issuer upon the sale or other disposition of an issue, including any underwriter’s compensation withheld from the Issue Price, but excluding Pre-Issuance Accrued Interest. “Spendable Proceeds” means the Net Sale Proceeds of an issue. “Tax-Exempt Obligation” means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section 150, and includes any obligation or any investment treated as a “tax-exempt bond” for the applicable purpose of Section 148. “Tax-Exempt Organization” means a Governmental Unit or a 501(c)(3) Organization. “Temporary Period” means the period of time, as set forth in the Tax Compliance Certificate, applicable to particular categories of Proceeds of an issue during which such category of Proceeds may be invested in Higher Yielding Investments without the issue being treated as arbitrage bonds under Section 148. “Transferred Proceeds” means that portion of the Proceeds of an issue (including any Transferred Proceeds of that issue) that remains unexpended at the time that any portion of the principal of the Refunded Bonds of that issue is discharged with the Proceeds of a Refunding Issue and that thereupon becomes Proceeds of the Refunding Issue as provided in Regulations §1.148-9(b). “Transferred Proceeds” does not include any Replacement Proceeds. “Unrelated or Disproportionate Use” means Private Business Use that is not related to or is disproportionate to use by a Governmental Unit within the meaning of Section 141(b)(3) and Regulations §1.141-9. “Variable Yield Issue” means any Issue that is not a Fixed Yield Issue. “Working Capital Expenditures” means any costs of a type that do not constitute Capital Expenditures, including current operating expenses. Marana Regular Town Council Meeting October 18, 2022 Page 96 of 256 A-10 “Yield” has the meaning assigned to it for purposes of Section 148 of the Code, and means that discount rate (stated as an annual percentage) that, when used in computing the present worth of all applicable unconditionally payable payments of Debt Service, all payments for a Qualified Guarantee, if any, and all payments and receipts with respect to a Qualified Hedge, if any, paid and to be paid with respect to an obligation (paid and to be paid during and attributable to the Yield Period in the case of a Variable Yield Issue), produces an amount equal to (a) the Issue Price in the case of a Fixed Yield Issue or the present value of the Issue Price at the commencement of the applicable Yield Period in the case of a Variable Yield Issue, or (b) the purchase price for yield purposes in the case of Investment Property, all subject to the applicable methods of computation provided for under Section 148, including variations from the foregoing. The Yield on Investment Property in which Proceeds or Replacement Proceeds of an issue are invested is computed on a basis consistent with the computation of Yield on that issue, including the same compounding interval of not more than one year selected by the Issuer. “Yield Period” means, in the case of the first Yield Period, the period that commences on the Issuance Date and ends at the close of business on the first Computation Date and, in the case of each succeeding Yield Period, the period that begins immediately after the end of the immediately preceding Yield Period and ends at the close of business on the next succeeding Computation Date. The terms “bond”, “obligation”, “reasonably required reserve or replacement fund”, “reserve or replacement fund”, “loan”, “sinking fund”, “purpose investment”, “same plan of financing”, “other replacement proceeds”, and other terms relating to Code provisions used but not defined in this Certificate shall have the meanings given to them for purposes of Sections 103 and 141 to 150 unless the context indicates another meaning. (End of Attachment A) Marana Regular Town Council Meeting October 18, 2022 Page 97 of 256 A-1-1 ATTACHMENT A-1 to Tax Compliance Certificate of Local Borrower INSTRUCTIONS FOR COMPLIANCE WITH REBATE REQUIREMENTS OF SECTION 148(f) OF THE CODE. The Issuer covenanted in the Loan Agreement and Tax Compliance Certificate to comply with the arbitrage rebate requirement of Section 148(f) of the Code. These Instructions provide guidance for that compliance, including the spending exceptions that free the Issue from all or part of the rebate requirements. PART I: GENERAL SECTION 1.01. REBATE GENERALLY. The Rebate Amount 1 with respect to the Issue must be paid (rebated) to the United States to prevent the bonds of the Issue from being arbitrage bonds, the interest on which is subject to federal income tax. In general, the Rebate Amount is the amount by which the actual earnings on Nonpurpose Investments purchased (or deemed to have been purchased) with Gross Proceeds of the Issue exceed the amount of earnings that would have been received if those Nonpurpose Investments had a Yield equal to the Yield on the Issue.2 Stated differently, the Rebate Amount for the Issue as of any date is the excess of the Future Value, as of that date, of all Receipts on Nonpurpose Investments over the Future Value, as of that date, of all Payments on Nonpurpose Investments, computed using the Yield on the Issue as the Future Value rate.3 If the Issue is a Fixed Yield Issue, the Yield on the Issue generally is the Yield to maturity, taking into account mandatory redemptions prior to maturity. If the Issue is a Variable Yield Issue, the Yield on the Issue is computed separately for each Yield Period selected by the Issuer. SECTION 1.02. SPECIAL DEFINITIONS. 1. Capitalized terms that are not defined in these Instructions are defined in Attachment A to the Tax Compliance Certificate of the Issuer. 2. Amounts earned on the Bona Fide Debt Service Fund for the Issue are not taken into account in determining the Rebate Amount since none of the obligations of the Issue are Private Activity Bonds, the rates of interest on the Issue do not vary and the average maturity of the Issue is at least 5 years. 3. The scope of these Instructions does not permit a detailed description of the computation of the Rebate Amount with respect to the Issue. If you need assistance in computing the Rebate Amount on the Issue, please contact your bond counsel. Marana Regular Town Council Meeting October 18, 2022 Page 98 of 256 A-1-2 For purposes of these Instructions, the following terms shall have the following meanings. “Available Construction Proceeds” means an amount equal to (a) the sum of (i) the Issue Price of the issue, (ii) Investment Proceeds on that Issue Price, (iii) earnings on any reasonably required reserve or replacement fund allocated to the issue not funded from the Issue Price, and (iv) Investment Proceeds and earnings on (ii) and (iii), (b) reduced by the portions, if any, of the Issue Price of the issue (i) attributable to Pre-Issuance Accrued Interest and earnings thereon, (ii) allocated to the Underwriter’s discount, (iii) used to pay other Issuance Costs of the issue, and (iv) deposited in a reasonably required reserve or replacement fund allocated to the issue. Available Construction Proceeds do not include Investment Proceeds or earnings on a reasonably required reserve or replacement fund allocated to the issue for any period after the earlier of (a) the close of the 2-year period that begins on the Issuance Date or (b) the date the construction of the Projects financed by the issue is substantially completed. If the issue consists of a New Money Portion and a Refunding Portion and the New Money Portion is a Construction Issue, this definition shall be applied by substituting “New Money Portion” for “issue” each place the latter term appears. If the issue or the New Money Portion, as applicable, is not a Construction Issue, and the Issuer makes the election under Regulations §1.148-7(j)(1) and Section 148(f)(4)(C)(v) to treat the issue or the New Money Portion as two separate issues consisting of the Construction Portion and the Nonconstruction Portion, this definition shall be applied by substituting “Construction Portion” for “issue” each place the latter term appears. “Bifurcated Issue” means a New Money Issue or the New Money Portion of a Multipurpose Issue that the Issuer, pursuant to Section 148(f)(4)(C)(v) and Regulations §1.148-7(j), has elected in its Tax Compliance Certificate to bifurcate into a Construction Portion and a Nonconstruction Portion. “Bond Counsel’s Opinion” means an opinion or opinions of a nationally recognized bond counsel firm whose opinion is given with respect to the Issue when issued, or its successors or other nationally recognized bond counsel appointed by the Issuer. “Bond Year” means the annual period relevant to the application of Section 148(f) to the issue, except that the first and last Bond Years may be less than 12 months long. The last day of a Bond Year shall be the close of business on the day preceding the anniversary of the Issuance Date of the issue unless the Issuer selects another date on which to end a Bond Year in the manner permitted by the Code. “Computation Date” means each date on which the Rebate Amount for an issue is required to be computed under Regulations §1.148-3(e). In the case of a Fixed Yield Issue, the first Computation Date shall not be later than 5 years after the Issuance Date of the issue. Subsequent Computation Dates shall be not later than 5 years after the immediately preceding Computation Date for which an installment payment of the Rebate Amount was paid. In the case of a Variable Yield Issue, the first Computation Date shall be the last day of any Bond Year irrevocably selected by the Issuer ending on or before the fifth anniversary of the Issuance Date of such issue and Marana Regular Town Council Meeting October 18, 2022 Page 99 of 256 A-1-3 subsequent Computation Dates shall be the last day of each Bond Year thereafter or each fifth Bond Year thereafter, whichever is irrevocably selected by the Issuer after the first date on which any portion of the Rebate Amount is required to be paid to the United States. The final Computation Date is the date an issue is retired. “Construction Expenditures” means Capital Expenditures allocable to the cost of real property (including the construction or making of improvements to real property, but excluding acquisitions of interests in land or other existing real property) or constructed personal property within the meaning of Regulations §1.148-7(g). “Construction Issue” means an issue at least 75 percent of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property which is or is to be owned by a Governmental Unit or a 501(c)(3) Organization. If an election has been made in the Issuer’s Tax Compliance Certificate to bifurcate an issue or the New Money Portion, the Construction Portion (i.e., that portion of the issue or the New Money Portion which satisfies the 75 percent test stated in the preceding sentence and which finances 100% of the Construction Expenditures) is treated as the Construction Issue and the balance of the issue or the New Money Portion is treated as the Nonconstruction Portion. “Fixed Yield Issue” means an issue of obligations the Yield on which is fixed and determinable on the Issuance Date. “Future Value” means the value of a Payment or Receipt at the end of a period determined using the economic accrual method as the value of that Payment or Receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the Yield on the Issue, using the same compounding interval and financial conventions that were used to compute that Yield. “Guaranteed Investment Contract” means any Nonpurpose Investment that has specifically negotiated withdrawal or retirement provisions and a specifically negotiated interest rate and any agreement to supply investments on two or more future dates (e.g., a forward supply contract). “Multipurpose Issue” means an issue that consists of a Refunding Portion and a New Money Portion. “Payment” means payments actually or constructively made to acquire Nonpurpose Investments, as specified in Regulations §1.148-3(d)(1)i) through (v). “Qualified Administrative Costs” means the reasonable, direct administrative costs, other than carrying costs, of purchasing or selling Nonpurpose Investments such as separately stated brokerage or selling commissions. Qualified Administrative Costs do not include legal and accounting fees, recordkeeping, custody, and similar costs, general overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount. In general, Qualified Administrative Costs are not reasonable unless they are comparable to administrative costs that would be charged for the same investment or Marana Regular Town Council Meeting October 18, 2022 Page 100 of 256 A-1-4 a reasonably comparable investment if acquired with a source of funds other than Gross Proceeds of Tax-Exempt Obligations. “Reasonable Retainage” means an amount, not to exceed 5% of the Net Sale Proceeds of the Issue, that is retained for reasonable business purposes relating to the property financed with Proceeds of the Issue. For example, Reasonable Retainage may include a retention to ensure or promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the Issuer reasonably determines that a dispute exists regarding completion or payment. “Rebate Analyst” means an independent individual, firm or entity experienced in the computation of the Rebate Amount pursuant to Section 148(f) of the Code. “Receipt” means amounts actually or constructively received from Nonpurpose Investments as specified in Regulations §1.148-3(d)(2)(i) through (iii). “Variable Yield Issue” means any issue that is not a Fixed Yield Issue. “Yield Period” means, in the case of the first Yield Period, the period that commences on the Issuance Date and ends at the close of business on the first Computation Date and, in the case of each succeeding Yield Period, the period that begins immediately after the end of the immediately preceding Yield Period and ends at the close of business on the next succeeding Computation Date. PART II: EXCEPTIONS TO REBATE SECTION 2.01. SPENDING EXCEPTIONS. The rebate requirements with respect to the Issue are deemed to have been satisfied if any one of three spending exceptions (the 6-Month, the 18-Month, or the 2-Year Spending Exception, collectively, the “Spending Exceptions”) is satisfied. The Spending Exceptions are each independent exceptions. The Issue need not meet the requirements of any other exception in order to use any one of the three exceptions. For example, a Construction Issue may qualify for the 6-Month Spending Exception or the 18-Month Spending Exception even though the Issuer makes one or more elections under the 2-Year Exception with respect to the Issue. The following rules apply for purposes of all of the Spending Exceptions except as otherwise noted. Refunding Issues. The only spending exception available for a Refunding Issue 4 is the 6-Month Spending Exception. 4. For purposes of these Instructions, references to “Refunding Issue” include the Refunding Portion of a Multipurpose Issue. Marana Regular Town Council Meeting October 18, 2022 Page 101 of 256 A-1-5 Special Transferred Proceeds Rules. In applying the Spending Exceptions to a Refunding Issue, unspent Proceeds of the Prior Issue that become Transferred Proceeds of the Refunding Issue are ignored. If the Prior Issue satisfies one of the rebate Spending Exceptions, the Proceeds of the Prior Issue that are excepted from rebate under that exception are not subject to rebate either as Proceeds of the Prior Issue or as Transferred Proceeds of the Refunding Issue. However, if the Prior Issue does not satisfy any of the Spending Exceptions and is not otherwise exempt from rebate, the Transferred Proceeds from the Prior Issue will be subject to rebate, even if the Refunding Issue satisfies the 6-Month Spending Exception. The Rebate Amount will be calculated on the Transferred Proceeds on the basis of the Yield of the Prior Issue up to each transfer date and on the basis of the Yield of the Refunding Issue after each transfer date. Application of Spending Exceptions to a Multipurpose Issue. If the Issue is a Multipurpose Issue, the Refunding Portion and the New Money Portion are treated for purposes of the rebate Spending Exceptions as separate issues. Thus, the Refunding Portion is eligible to use only the 6-Month Spending Exception. The New Money Portion is eligible to use any of the three Spending Exceptions. Expenditures for Governmental Purposes of the Issue. Each of the spending exceptions requires that expenditures of Gross Proceeds be for the governmental purposes of the Issue. These purposes include payment of interest (but not principal) on the Issue. SECTION 2.02. 6-MONTH SPENDING EXCEPTION. The Issue will be treated as satisfying the rebate requirements if all of the Gross Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue within the 6-month period beginning on the Issuance Date and the Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or a Bona Fide Debt Service Fund if and to the extent that such Fund is subject to rebate (see footnote 3) is timely paid to the United States. If no bond of the Issue is a Private Activity Bond (other than a Qualified 501(c)(3) Bond) or a tax or revenue anticipation bond, the 6-month period is extended for an additional 6 months if the unexpended Gross Proceeds of the Issue at the end of the 6-month period do not exceed the lesser of 5% of the Proceeds of the Issue or $100,000. For purposes of the 6-Month Spending Exception, Gross Proceeds required to be spent within 6 months do not include amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue. Marana Regular Town Council Meeting October 18, 2022 Page 102 of 256 A-1-6 SECTION 2.03. 18-MONTH SPENDING EXCEPTION. The Issue (or the New Money Portion if the Issue is a Multipurpose Issue) is treated as satisfying the rebate requirement if the conditions set forth in (A), (B) and (C) are satisfied. (A) All of the Gross Proceeds of the Issue (excluding amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue) are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: (1) at least 15% within 6 months; (2) at least 60% within 12 months; and (3) 100% within 18 months, subject to the Reasonable Retainage exception described below. (B) The Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund for the Issue, to the extent such Fund is subject to rebate (see footnote 3), is timely paid to the United States. And, (C) The Gross Proceeds of the Issue qualify for the initial 3-year Temporary Period. If the only unspent Gross Proceeds at the end of the 18th month are Reasonable Retainage, the requirement that 100% of the Gross Proceeds be spent by the end of the 18th month is treated as met if the Reasonable Retainage, and all earnings thereon, are spent for the governmental purposes of the Issue within 30 months of the Issuance Date. For purposes of determining whether the spend-down requirements have been met as of the end of each of the first two spending periods, the amount of Investment Proceeds that the Issuer reasonably expects as of the Issuance Date to earn on the Sale Proceeds and Investment Proceeds of the Issue during the 18-month period are included in Gross Proceeds of the Issue. The final spend-down requirement includes actual Investment Proceeds for the entire 18 months. The 18-Month Spending Exception does not apply to the Issue (or the New Money Portion, as applicable) if any portion of the Issue (or New Money Portion) is treated as meeting the rebate requirement under the 2-Year Spending Exception discussed below. This rule prohibits use of the 18-Month Spending Exception for the Nonconstruction Portion of a Bifurcated Issue. The only Spending Exception available for the Nonconstruction Portion of a Bifurcated Issue is the 6-Month Spending Exception. Marana Regular Town Council Meeting October 18, 2022 Page 103 of 256 A-1-7 SECTION 2.04. 2-YEAR SPENDING EXCEPTION FOR CERTAIN CONSTRUCTION ISSUES. (A) In general. A Construction Issue no bond of which is a Private Activity Bond (other than a Qualified 501(c)(3) Bond or a Bond that finances property to be owned by a Governmental Unit or a 501(c)(3) Organization) is treated as satisfying the rebate requirement if the Available Construction Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: (1) at least 10% within 6 months; (2) at least 45% within 1 year; (3) at least 75% within 18 months; and (4) 100% within 2 years, subject to the Reasonable Retainage exception described below. Amounts in a Bona Fide Debt Service Fund or a reasonably required reserve or replacement fund for the Issue are not treated as Gross Proceeds for purposes of the expenditure requirements. However, unless the Issuer has elected otherwise in the Tax Compliance Certificate, earnings on amounts in a reasonably required reserve or replacement fund for the Issue are treated as Available Construction Funds during the 2-year period and therefore must be allocated to expenditures for the governmental purposes of the Issue. If the Issuer elected in the Tax Compliance Certificate to exclude from Available Construction Proceeds the Investment Proceeds or earnings on a reasonably required reserve or replacement fund for the Issue during the 2-year spend-down period, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings from the Issuance Date must be timely paid to the United States. If the election is not made, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings after the earlier of the date construction is substantially completed or 2 years after the Issuance Date must be timely paid to the United States. The Rebate Amount, if any, with respect to earnings on amounts in a Bona Fide Debt Service Fund must be timely paid to the extent such Fund is subject to the rebate requirements (see footnote 3). The Issue does not fail to satisfy the spending requirement for the fourth spend-down period (i.e., 100% within 2 years of the Issuance Date) if the only unspent Available Construction Proceeds are amounts for Reasonable Retainage if such amounts (together with all earnings on such amounts) are allocated to expenditures within 3 years of the Issuance Date. For purposes of determining whether the spend-down requirements have been met as of the end of each of the first 3 spend-down periods, Available Construction Proceeds include the amount of Investment Proceeds or earnings that the Issuer reasonably expected as of the Issuance Date to earn during the 2-year period. For purposes of satisfying the final spend-down requirement, Marana Regular Town Council Meeting October 18, 2022 Page 104 of 256 A-1-8 Available Construction Proceeds include actual Investment Proceeds or earnings from the Issuance Date through the end of the 2-year period. Available Construction Proceeds do not include Gross Proceeds used to pay Issuance Costs financed by the Issue, but do include earnings on such Proceeds. Thus, an expenditure of Gross Proceeds to pay Issuance Costs does not count toward meeting the spend-down requirements, but expenditures of earnings on such Gross Proceeds to pay Issuance Costs do count. (B) 1½% penalty in lieu of rebate for Construction Issues. If the Issuer elected in the Tax Compliance Certificate for a Construction Issue, or for the Construction Portion of a Bifurcated Issue, to pay a 1½% penalty in lieu of the Rebate Amount on Available Construction Proceeds in the event that the Construction Issue fails to satisfy any of the spend-down requirements, the 1½% penalty is calculated separately for each spend-down period, including each semi-annual period after the end of the fourth spend-down period until all Available Construction Proceeds have been spent. The penalty is equal to 0.015 times the underexpended Proceeds as of the end of the applicable spend-down period. The fact that no arbitrage is in fact earned during such spend-down period is not relevant. The Rebate Amount with respect to Gross Proceeds other than Available Construction Proceeds (e.g., amounts in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund, to the extent subject to rebate (see footnote 3)) must be timely paid. PART III: COMPUTATION AND PAYMENT. SECTION 3.01. COMPUTATION AND PAYMENT OF REBATE AMOUNT. If none of the Spending Exceptions described above is satisfied (and if the 1-1/2% penalty election for a Construction Issue or the Construction Portion of a Bifurcated Issue has not been made), then within 45 days after each Computation Date, the Issuer shall compute, or cause to be computed, the Rebate Amount as of such Computation Date. The first Computation Date is a date selected by the Issuer, but shall be not later than 5 years after the Issuance Date. Each subsequent Computation Date shall end 5 years after the previous Computation Date except that, in a Variable Yield Issue, the Issuer may select annual Yield Periods. The final Computation Date shall be the date the last obligation of the Issue matures or is finally discharged. Within 60 days after each Computation Date (except the final Computation Date), the Issuer shall pay to the United States not less than 90% of the Rebate Amount, if any, computed as of such Computation Date. Within 60 days after the final Computation Date, the Issuer shall pay to the United States 100% of the Rebate Amount, if any, computed as of the final Computation Date. In computing the Rebate Amount, a computation credit of $1,000 may be taken into account on the last day of each Bond Year to the Computation Date during which there are unspent Gross Proceeds that are subject to the rebate requirement, and on the final maturity date. If the operative documents pertaining to the Issue establish a Rebate Fund and require the computation of the Rebate Amount at the end of each Bond Year, the Issuer shall calculate, or cause to be calculated, within 45 days after the end of each Bond Year the Rebate Amount, taking into account the computation credit of $1,000 for each Bond Year. Within 50 days after the end of Marana Regular Town Council Meeting October 18, 2022 Page 105 of 256 A-1-9 each Bond Year, if the Rebate Amount is positive, the Issuer shall deposit in the Rebate Fund such amount as will cause the amount on deposit therein to equal the Rebate Amount, and may withdraw any amount on deposit in the Rebate Fund in excess of the Rebate Amount. Payments of the Rebate Amount to the Internal Revenue Service on a Computation Date shall be made first from amounts on deposit in the Rebate Fund and second from other amounts specified in the operative documents. Each payment of the Rebate Amount or portion thereof shall be payable to the Internal Revenue Service and shall be made to the Internal Revenue Service Center, Ogden, UT 84201 by certified mail. Each payment shall be accompanied by Internal Revenue Service Form 8038-T and any other form or forms required to be submitted with such remittance. SECTION 3.02. BOOKS AND RECORDS. (A) The Issuer or Trustee, as applicable, shall keep proper books of record and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application of the Gross Proceeds of the Issue. Such records shall specify the account or fund to which each Nonpurpose Investment (or portion thereof) held by the Issuer or Trustee is to be allocated and shall set forth as to each Nonpurpose Investment (1) its purchase price, (2) identifying information, including par amount, interest rate, and payments dates, (3) the amount received at maturity or its sales price, as the case may be, including accrued interest, (4) the amounts and dates of any payments made with respect thereto, and (5) the dates of acquisition and disposition or maturity. The Issuer, Trustee, or Rebate Analyst, as applicable, shall retain the records of all calculations and payments of the Rebate Amount until six years after the retirement of the last obligation that is a part of the Issue. SECTION 3.03. FAIR MARKET VALUE. No Nonpurpose Investment shall be acquired for an amount in excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an amount less than its fair market value. The fair market value of any Nonpurpose Investment shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in an arms-length transaction. Fair market value generally is determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding (i.e., the trade date rather than the settlement date). Except as otherwise provided in this Section, a Nonpurpose Investment that is not of a type traded on an established securities market (within the meaning of Section 1273 of the Code) is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. (A) Obligations purchased directly from the Treasury. The fair market value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price. Marana Regular Town Council Meeting October 18, 2022 Page 106 of 256 A-1-10 (B) Safe harbor for Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment Contract shall be treated as its fair market value on the purchase date if all the following conditions are met: (1) The Issuer or broker makes a bona fide solicitation for a specified Guaranteed Investment Contract and receives at least three bona fide bids from reasonably competitive providers (of Guaranteed Investment Contracts) that have no material financial interest in the Issue. (2) The Issuer purchases the highest-yielding Guaranteed Investment Contract for which a qualifying bid is made (determined net of broker’s fees); (3) The Yield on the Guaranteed Investment Contract (determined net of broker’s fees) is not less than the Yield then available from the provider on reasonably comparable Guaranteed Investment Contracts, if any, offered to other persons from a source of funds other than Gross Proceeds of Tax-Exempt Obligations; (4) The determination of the terms of the Guaranteed Investment Contract takes into account as a significant factor the Issuer’s reasonably expected drawdown schedule for the amounts to be invested, exclusive of amounts deposited in a Bona Fide Debt Service Fund and a reasonably required reserve or replacement fund; (5) The terms of the Guaranteed Investment Contract, including collateral security requirements, are reasonable; and (6) The obligor on the Guaranteed Investment Contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the Guaranteed Investment Contract. (C) Safe harbor for certificates of deposit. The purchase price of a certificate of deposit shall be treated as its fair market value on the purchase date if all of the following requirements are met: (1) The certificate of deposit has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal; and (2) The Yield on the certificate of deposit is not less than (a) the Yield on reasonably comparable direct obligations of the United States, or (b) the highest Yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. Certificates evidencing the foregoing requirements should be obtained before purchasing any Guaranteed Investment Contract or certificate of deposit. Marana Regular Town Council Meeting October 18, 2022 Page 107 of 256 A-1-11 SECTION 3.04. CONSTRUCTIVE SALE/PURCHASE. (A) Nonpurpose Investments that are held by the Issuer or Trustee as of any Computation Date (or Bond Year if the computations are required to be done annually) shall be treated for purposes of computing the Rebate Amount as of such date as having been sold for their fair market value as of such date. Investment Property which becomes allocated to Gross Proceeds of the Issue on a date after such Investment Property has actually been purchased shall be treated for purposes of the rebate requirements as having been purchased by the Issuer on such date of allocation at its fair market value on such date. (B) For purposes of constructive or deemed sales or purchases of Investment Property (other than Investment Property in the Escrow Fund or that is otherwise not invested for a Temporary Period or is not part of a reasonably required reserve or replacement fund for the Issue) must be valued at its fair market value on the date of constructive or deemed sale or purchase (C) Except as set forth in (B), fixed rate Investment Property that is (1) issued with not more than 2% of original issue discount or original issue premium, (2) issued with original issue premium that is attributable exclusively to reasonable underwriters’ compensation or (3) acquired with not more than 2% of market discount or market premium, may be treated as having a fair market value equal to its outstanding stated principal amount, plus accrued interest. Fixed rate Investment Property also may be treated as having a fair market value equal to its present value. SECTION 3.05. ADMINISTRATIVE COSTS. (A) Administrative costs shall not be taken into account in determining the payments for or receipts from a Nonpurpose Investment unless such administrative costs are Qualified Administrative Costs. Thus, administrative costs or expenses paid, directly or indirectly, to purchase, carry, sell, or retire Nonpurpose Investments generally do not increase the Payments for, or reduce the Receipts from, Nonpurpose Investments. (B) Qualified Administrative Costs are taken into account in determining the Payments and Receipts on Nonpurpose Investments and thus increase the Payments for, or decrease the Receipts from, Nonpurpose Investments. In the case of a Guaranteed Investment Contract, a broker’s commission or similar fee paid on behalf of either the Issuer or the provider is an administrative cost that is not a Qualified Administrative Cost to the extent that the present value (computed using the taxable discount rate used by the parties to compute the commission or, if not readily ascertainable, a reasonable taxable discount rate) of the commission, as of the date the contract is purchased, exceeds the present value of annual payments equal to 0.05 percent of the weighted average amount reasonably expected to be invested each year during the term of such contract. Marana Regular Town Council Meeting October 18, 2022 Page 108 of 256 A-1-12 PART IV: COMPLIANCE AND AMENDMENT SECTION 4.01. COMPLIANCE. The Issuer, Trustee or Rebate Analyst, as applicable, shall take all necessary steps to comply with the requirements of these Instructions in order to ensure that interest on the Issue is excluded from gross income for federal income tax purposes under Section 103(a) of the Code. However, compliance shall not be required in the event and to the extent stated therein the Issuer and the Trustee receive a Bond Counsel’s Opinion that either (A) compliance with such requirement is not required to maintain the exclusion from gross income for federal income tax purposes of interest on the Issue, or (B) compliance with some other requirement in lieu of such requirement will comply with Section 148(f) of the Code, in which case compliance with the other requirement specified in the Bond Counsel’s Opinion shall constitute compliance with such requirement. SECTION 4.02. LIABILITY. If for any reason any requirement of these Instructions is not complied with, the Issuer and the Trustee, if applicable, shall take all necessary and desirable steps to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence. The Trustee shall have no duty or responsibility to independently verify any of the Issuer’s, or the Rebate Analyst’s, calculations with respect to the payments of the Rebate Amount due and owing to the United States. Under no circumstances whatsoever shall the Trustee be liable to the Issuer, any bondholder or any other person for any inclusion of the interest on the Issue in gross income for federal income tax purposes, or any claims, demands, damages, liabilities, losses, costs or expenses resulting therefrom or in any way connected therewith, so long as the Trustee acts only in accordance with these Instructions and the operative documents pertaining to the Issue. (End of Attachment A-1) Marana Regular Town Council Meeting October 18, 2022 Page 109 of 256 The 8038G will be prepared when $50,000 of loan funds have been disbursed Marana Regular Town Council Meeting October 18, 2022 Page 110 of 256 LOAN AGREEMENT STANDARD TERMS AND CONDITIONS Water Infrastructure Finance Authority of Arizona Marana Regular Town Council Meeting October 18, 2022 Page 111 of 256 TABLE OF CONTENTS Page PHOENIX/562066.2 i ARTICLE 1 COVENANTS OF THE LOCAL BORROWER RELATING TO THE SYSTEM AND THE PROJECT ...................................................................................................................................................... 1 Section 1.1 Operation and Maintenance of System ....................................................................................... 1 Section 1.2 Additions and Modifications ...................................................................................................... 1 Section 1.3 Disposition of Project and System .............................................................................................. 1 Section 1.4 Cost of Project ............................................................................................................................ 1 ARTICLE 2 ADDITIONAL COVENANTS OF THE LOCAL BORROWER .......................................................... 2 Section 2.1 Unconditional Obligations .......................................................................................................... 2 Section 2.2 Performance Under Loan Agreement ......................................................................................... 2 Section 2.3 Disclaimer of Warranties ............................................................................................................ 2 Section 2.4 Loan Repayments; Prepayments; Adjustments; Late Charges ................................................... 2 Section 2.5 Source of Repayment of Local Borrower’s Obligations and Pledge .......................................... 3 Section 2.6 Insurance .................................................................................................................................... 3 Section 2.7 No Liens ..................................................................................................................................... 3 Section 2.8 Disadvantaged Business Enterprises .......................................................................................... 3 ARTICLE 3 REPRESENTATIONS OF LOCAL BORROWER ................................................................................ 5 Section 3.1 Organization and Authority ........................................................................................................ 5 Section 3.2 Full Disclosure ........................................................................................................................... 5 Section 3.3 Pending Litigation ...................................................................................................................... 5 Section 3.4 Compliance with Existing Laws and Agreements ...................................................................... 6 Section 3.5 No Defaults................................................................................................................................. 6 Section 3.6 Governmental Consent ............................................................................................................... 6 Section 3.7 Compliance with Law ................................................................................................................. 6 ARTICLE 4 ASSIGNMENT ....................................................................................................................................... 7 Section 4.1 Assignment and Transfer by Authority ...................................................................................... 7 Section 4.2 Assignment by Local Borrower .................................................................................................. 7 ARTICLE 5 DEFAULTS AND REMEDIES.............................................................................................................. 7 Section 5.1 Events of Default ........................................................................................................................ 7 Section 5.2 Notice of Default ........................................................................................................................ 8 Section 5.3 Remedies on Default .................................................................................................................. 8 Section 5.4 Attorney’s Fees and Other Expenses .......................................................................................... 8 Section 5.5 Application of Moneys ............................................................................................................... 8 Section 5.6 No Remedy Exclusive; Waiver; Notice ...................................................................................... 8 Section 5.7 Retention of Authority’s Rights ................................................................................................. 9 Section 5.8 Default by the Authority ............................................................................................................. 9 Marana Regular Town Council Meeting October 18, 2022 Page 112 of 256 TABLE OF CONTENTS (continued) Page PHOENIX/562066.2 ii ARTICLE 6 PROVISIONS APPLICABLE TO LOANS FINANCED BY OR PLEDGED TO SECURE AUTHORITY BONDS ................................................................................................................................. 9 Section 6.1 General ....................................................................................................................................... 9 Section 6.2 Tax Covenants ............................................................................................................................ 9 Section 6.3 Third Party Beneficiaries .......................................................................................................... 10 Section 6.4 Additional Documents Relating to Authority Bonds ................................................................ 10 Section 6.5 Disclosure Regarding Authority Bonds .................................................................................... 10 Section 6.6 Assignment and Transfer by Authority to Trustee ................................................................... 11 Section 6.7 Conditions to Assignment by Local Borrower ......................................................................... 11 Section 6.8 Sale or Other Disposition of Project or System ........................................................................ 12 Section 6.9 Deficiencies Under Bond Documents Caused by Failure to Make Loan Repayment .............. 12 Section 6.10 Indemnification ...................................................................................................................... 12 Section 6.11 Compliance with Master Trust Indenture ............................................................................... 12 Section 6.12 Provisions Relating to Default ................................................................................................ 12 Section 6.13 Tax Compliance Certificate .................................................................................................... 13 ARTICLE 7 MISCELLANEOUS ............................................................................................................................. 13 Section 7.1 Binding Effect .......................................................................................................................... 13 Section 7.2 Severability ............................................................................................................................... 13 Section 7.3 Amendments, Supplements and Modifications ........................................................................ 13 Section 7.4 Execution in Counterparts ........................................................................................................ 13 Section 7.5 Captions .................................................................................................................................... 13 Section 7.6 Further Assurances ................................................................................................................... 13 Section 7.7 State of Arizona Contract Provisions ....................................................................................... 13 ARTICLE 8 DEFINITIONS...................................................................................................................................... 15 Section 8.1 Definitions ................................................................................................................................ 15 Section 8.2 Rules of Interpretation .............................................................................................................. 18 ARTICLE 9 LIST OF FEDERAL LAWS AND AUTHORITIES ............................................................................ 18 Marana Regular Town Council Meeting October 18, 2022 Page 113 of 256 PHOENIX/562066.2 This document sets forth Standard Terms and Conditions applicable to the Loan made by the WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA (the “Authority”) to the Local Borrower. These Standard Terms and Conditions are a part of the Loan Agreement to which this document is attached. Certain terms used herein are defined in Article 8. Article 1 Covenants of the Local Borrower Relating to the System and the Project. Section 1.1 Operation and Maintenance of System. The Local Borrower covenants and agrees that it shall, in accordance with prudent utility practice, (a) at all times operate the properties of the System and any business in connection therewith in an efficient manner, (b) maintain the System in good repair, working order and operating condition, and (c) from time to time make all necessary and proper repairs, renewals, replacements, additions, betterments and improvements with respect to the System so that at all times the operations carried on in connection therewith shall be properly and advantageously conducted from revenues of the System or, if the Local Borrower so elects, from any other source of funds lawfully available. Section 1.2 Additions and Modifications. The Local Borrower may make any additions, renewals, replacements, modifications or improvements to the System which it deems desirable and which do not materially reduce the operational integrity of any part of the System. All such renewals, replacements, additions, modifications and improvements shall become a part of the System. Section 1.3 Disposition of Project and System. (a) The Local Borrower shall not sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System except upon compliance with the provisions of this Section; provided, however that the requirements of this Section shall not apply to transactions which are capital leases within the meaning of generally accepted accounting principles to finance expansion or improvement of the System and under which the Local Borrower maintains a purchaser’s interest or other beneficial ownership, use, possession and control of the System so long as no default exists. (b) The Local Borrower may sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System if the Local Borrower shall give at least ninety (90) days’ prior written notice to the Authority of the proposed transaction, and the Authority gives its written consent which shall not be unreasonably withheld. The Local Borrower understands that the Authority, in determining whether or not to give its consent, must determine that the proposed transaction will not adversely affect the Authority’s ability to meet its duties, covenants, obligations and agreements or conditions of any grant received by the Authority or the State from the United States of America, which is related to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act, as amended, and the Federal Safe Drinking Water Act, as amended. (c) Notwithstanding the provisions of subsection (b) above, the Local Borrower may sell, lease or otherwise dispose of, any of the property comprising part of the System without prior notice to or the consent of the Authority, other than the Project, in either of the following circumstances: (i) If the Local Borrower determines that such property is not necessary, useful or profitable to the operation of the System; or (ii) If the value of such property sold, leased or otherwise disposed of in any one year is equal to not more than 5% of the value of the fixed assets of the System. Section 1.4 Cost of Project. The Local Borrower certifies that the estimated Eligible Project Costs as listed in Section 1 of Exhibit B is a reasonable and accurate estimation of the Eligible Project Costs and, upon the direction of the Authority the Local Borrower will supply the Authority with a certificate from its engineer stating that such estimated Eligible Project Costs is a reasonable and accurate estimation. Marana Regular Town Council Meeting October 18, 2022 Page 114 of 256 PHOENIX/562066.2 2 Article 2 Additional Covenants of the Local Borrower Section 2.1 Unconditional Obligations. The obligation of the Local Borrower to make the Loan Repayments and the obligation to perform and observe the other duties, covenants, obligations and agreements on its part described herein are payable solely from the Source of Repayment described in this Loan Agreement and shall be absolute and unconditional and shall not be abated, rebated, set-off, reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner or to any extent whatsoever, while any payments hereunder remain unpaid, regardless of any contingency, act of God, event or cause whatsoever, including (without limitation) any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, the taking by eminent domain or destruction of or damage to the Project or the System, commercial frustration of the purpose, any change in the laws of the United States of America or of the State or any political subdivision of either or in the rules or regulations of any governmental authority, any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Project or this Loan Agreement, or any rights of set-off, recoupment, abatement or counterclaim that the Local Borrower might otherwise have against the Authority or any other party or parties; provided, however, that payments under this Loan Agreement shall not constitute a waiver of any such rights. The Local Borrower shall not be obligated to make any payments required to be made by any other local borrowers under separate loan agreements or local borrower bonds. Notwithstanding any other provision of this Section 2.1, or this Loan Agreement, neither the Authority, nor any assignee of the Authority shall have the right or ability to compel the repayment of this Loan Agreement from any source other than the Source of Repayment. Section 2.2 Performance Under Loan Agreement. The Local Borrower covenants and agrees (a) to maintain the System in good repair and operating condition; (b) to cooperate with the Authority to the extent it may lawfully do so, in the observance and performance of the respective duties, covenants, obligations and agreements of such Local Borrower and the Authority under this Loan Agreement; and (c) to comply with the covenants set forth in this Loan Agreement. Section 2.3 Disclaimer of Warranties. The Local Borrower acknowledges and agrees that (i) the Authority makes no warranty or representation, either express or implied as to the value, design, condition, merchantability or fitness for particular purpose or fitness for any use of the System or the Project or any portions thereof or any other warranty or representation with respect thereto; (ii) in no event shall the Authority or its respective agents be liable or responsible for any direct, incidental, indirect, special or consequential damages in connection with or arising out of this Loan Agreement or the Project or the existence, furnishing, functioning or use of the System or the Project; and (iii) are not intended to and shall not be construed as a waiver of any defense or limitation on damages provided for under and pursuant to the laws of the United States or of the State. Section 2.4 Loan Repayments; Prepayments; Providing for Payment of the Loan. (a) Loan Repayments. (i) The Local Borrower shall pay to the Authority the amounts set forth in the Loan Repayment Schedule contained in Exhibit A on or before the due dates shown in Exhibit A. (ii) Each payment made as a Loan Repayment as described in subsection (i) shall be applied first to the combined interest and fee payment then due and payable on the Loan and then to the principal amount of the Loan. (iii) In addition to the other payments required by this Section, the Local Borrower shall pay a late charge for any payment that is received by the Authority later than the tenth day following its due date, in an amount equal to six percent per annum of the amount of the late payment from its due date to the date it is actually paid; provided, however, that the combined interest and fee rate payable on the Loan including such late charge shall not be in excess of the maximum rate permitted by law or any proceedings or resolution authorizing the execution of this Loan Agreement. Marana Regular Town Council Meeting October 18, 2022 Page 115 of 256 PHOENIX/562066.2 3 (iv) Upon the final disbursement, if the Loan amount is less than the estimated Eligible Project Costs, the amount of each Principal Installment due as set forth in the Loan Repayment Schedule contained in Exhibit A shall be adjusted to achieve substantially level debt service, and the Authority shall compute the adjusted combined interest and fee amounts to reflect the adjusted principal amounts and shall enter the results in a revised Loan Repayment Schedule delivered to the Local Borrower. (b) Prepayments. The Loan is not subject to prepayment prior to the final loan draw. The Local Borrower may prepay the Principal Repayment Amount of the Loan in whole or in part in advance of the due dates on or after the final loan draw without penalty upon written notice delivered to the Authority at least 60 days prior to the prepayment date. If the Local Borrower prepays the Repayment Principal Amount in part, the amount of each Principal Installment due as set forth in the Loan Repayment Schedule contained in Exhibit A shall be adjusted to achieve substantially level debt service. Upon such adjustment, the Authority shall compute the adjusted combined interest and fees amounts to reflect the adjusted principal amounts and shall enter the results in the Loan Repayment Schedule with notice to the Local Borrower. (c) Providing for Payment of the Loan. The Local Borrower may at any time provide for the payment and discharge of the Loan, as provided in this subsection. The Loan shall be deemed to have been paid and discharged if: (i) the Local Borrower has delivered to the Authority proof satisfactory to the Authority that the Local Borrower has deposited with a financial institution acceptable to the Authority, in trust for and irrevocably committed to payments on the Loan, cash or non-callable direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of Treasury of the United States of America) and obligations of any agency or instrumentality of the United States of America the timely payment of the principal of and interest on which are unconditionally guaranteed by the United States of America, which are of such maturities and interest payment dates, and bear such interest, as will be sufficient together with any moneys also deposited, without further investment or reinvestment of either the principal amount or the interest earnings (which earnings are to be held likewise in trust and so committed), to pay all the amounts due under the Loan, as set forth in the Loan Repayment Schedule contained in Exhibit A, as evidenced in a report of an independent firm of nationally recognized certified public accountants addressed to and delivered to the Authority; and (ii) the Authority has received a bond counsel opinion (as described in Section 6.2(b) and (c) below) to the effect that the deposit of funds and the investment of such deposit, as described in the preceding paragraph, will not, by itself, adversely affect the exclusion from gross income of interest on the Loan or any Authority Bonds for federal income tax purposes. Section 2.5 Source of Repayment of Local Borrower’s Obligations and Pledge. The Local Borrower irrevocably pledges the Source of Repayment described in this Loan Agreement for the punctual payment of all amounts due under the Loan Agreement. The Authority and the Local Borrower agree that the amounts payable by the Local Borrower under this Loan Agreement are payable solely from the Source of Repayment described in this Loan Agreement and are not payable from any other source whatsoever, unless the Local Borrower chooses to pay, and pays, any amount due hereunder from any other source lawfully available to it. Section 2.6 Insurance. The Local Borrower shall maintain or cause to be maintained in force, insurance policies with responsible insurers or self-insurance programs or through membership in a risk retention pool, including, but not limited to, the Arizona Municipal Risk Retention Pool (in accordance with the Local Borrower’s customary practices) providing against risk of direct physical loss, damage or destruction of the Project and the System, at least to the extent that similar insurance is usually carried by utilities constructing, operating and maintaining system facilities of the nature of the System, including liability coverage, all to the extent available at reasonable cost. Section 2.7 No Liens. Except for: (a) the debt service on any future bonds, notes or other evidence of indebtedness of the Local Borrower issued or contractual obligations incurred in accordance with this Loan Agreement payable from the funds pledged to the payment of this Loan Agreement which are on parity with the lien and charge on the funds so pledged to pay this Loan Agreement and Marana Regular Town Council Meeting October 18, 2022 Page 116 of 256 PHOENIX/562066.2 4 (b) as provided in Exhibit D of this Loan Agreement, the debt service on currently outstanding bonds, notes or evidences of indebtedness or contractual obligations of the Local Borrower, if any, payable from the Source of Repayment described in Exhibit D of this Loan Agreement which the Local Borrower has disclosed to the Authority in writing, the funds so pledged as described in this Loan Agreement after the payment of all costs of operating and maintaining the System, are and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto which are prior to, or of equal rank with, the obligation of the Local Borrower to pay this Loan Agreement, and all corporate or other action on the part of the Local Borrower to that end has been and will be duly and validly taken. Section 2.8 Disadvantaged Business Enterprises. As applicable, the Local Borrower shall comply with 40 C.F.R Part 33 1including but not limited to: Local Borrowers and their prime contractors must follow, document, and maintain documentation of their good faith efforts as listed below to ensure that Disadvantage Business Enterprises (DBEs) have the opportunity to participate in the project by increasing DBE awareness of procurement efforts and outreach. (a) Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities; including placing DBEs on solicitation lists and soliciting them whenever they are potential sources. (b) Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by DBEs in the competitive process. This includes, whenever possible, posting solicitation for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date. (c) Consider in the contracting process whether firms competing for large contracts could be subcontracted with DBEs. This will include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. (d) Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle individually. (e) Use the services and assistance of the Small Business Administration and the Minority Business Development Agency of the U. S. Department of Commerce. (f) If the prime contractor awards subcontracts, require the prime contractor to take the steps in sections (a) through (e) above. These conditions must be included in all procurement contracts entered into by the Local Borrower for all DWRF and CWRF projects: (a) The prime contractor must pay its subcontractor for satisfactory performance no more than 30 days from the prime contractor’s receipt of payment from the owner. (b) The prime contractor must notify the owner in writing prior to the termination of any Disadvantage Business Enterprise subcontractor for convenience by the prime contractor. (c) If a Disadvantage Business Enterprise contractor fails to complete work under the subcontract for any reason, the prime contractor must employ the six good faith efforts if soliciting a replacement contractor. 1 See Article 9 for a full list of applicable federal laws and authorities relating to Participation by Disadvantaged Business Enterprises in Procurement Under Environmental Protection Agency (EPA) Financial Assistance Agreements. Marana Regular Town Council Meeting October 18, 2022 Page 117 of 256 PHOENIX/562066.2 5 (d) The prime contractor must continue to employ the six good faith efforts even if the prime contractor has achieved its fair share objectives. (e) The prime contractor must provide EPA Form 6100-2 DBE Program Subcontractor Participation Form to all of its Disadvantaged Business Enterprise subcontractors. Disadvantaged Business Enterprise subcontractors may send completed Form 6100-2 directly to the Region 9 DBE Coordinator listed below. Joe Ochab, EPA Region 9, 75 Hawthorne St. (P-22), San Francisco, CA 94105 (f) The prime contractor must have its Disadvantaged Business Enterprise subcontractors complete EPA Form 6100-3 – DBE Program Subcontractor Performance Form. The prime contractor must include all completed forms as part of the prime contractor’s bid or proposal package to the Local Borrower. (g) The prime contractor must complete and submit EPA 6100-4 DBE Program Subcontractor Utilization Form as part of the prime contractor’s bid or proposal package to the Local Borrower. (h) A Local Borrower must ensure that each procurement contract it awards contains the following terms and conditions: The contractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies. Article 3 Representations of Local Borrower The Local Borrower represents for the benefit of the Authority that the representations contained in this Loan Agreement are true at the time of execution and delivery of this Loan Agreement and, other than with respect to events outside of Local Borrower’s control, will be true in all material respects at all times during the term of this Loan Agreement. Section 3.1 Organization and Authority. (a) The Local Borrower is a Political Subdivision or Indian Tribe as defined in the Authority Act. (b) The Local Borrower has full legal right and authority and has, or will obtain as and when required, all necessary licenses and permits required to acquire, own, operate and maintain the Project and the System, to carry on its activities relating thereto, to execute and deliver this Loan Agreement, to undertake and complete the Project, to pledge the Source of Repayment, and to carry out and consummate all transactions contemplated by this Loan Agreement. The Project is a project which the Local Borrower may undertake pursuant to State law and for which the Local Borrower is authorized by law to borrow money. (c) The proceedings of the Local Borrower’s governing body approving this Loan Agreement and authorizing its execution, issuance and delivery on behalf of the Local Borrower, and authorizing the Local Borrower to undertake and complete the Project have been duly and lawfully adopted in accordance with the laws of the State. (d) This Loan Agreement has been duly authorized, executed and delivered by an Authorized Officer of the Local Borrower; and, assuming that the Authority has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed and delivered this Loan Agreement, this Loan Agreement constitutes a legal and valid obligation of the Local Borrower enforceable in accordance with its terms, and the information contained under “Description of the Loan” in this Loan Agreement is true and accurate in all material respects. Marana Regular Town Council Meeting October 18, 2022 Page 118 of 256 PHOENIX/562066.2 6 Section 3.2 Full Disclosure. (a) To the best of the Local Borrower’s knowledge, there is no fact that the Local Borrower has not disclosed to the Authority in writing that materially adversely affects the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the System, or the ability of the Local Borrower to make all Loan Repayments due hereunder and otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. (b) The information relating to the Local Borrower (including without limitation the financial and statistical data contained therein) submitted to the Authority by the Local Borrower in connection with the Authority’s approval of the Loan was at the time of the Authority’s approval of the Loan and at all times subsequent thereto up to and including the Loan Closing, will be (if necessary by amendment provided by the Local Borrower) true and correct and will not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading in any adverse respect. To the extent permitted by law, and notwithstanding any other provision of this Loan Agreement, the Local Borrower will indemnify, save and hold harmless the Authority, and each of the Authority’s agents, for, from and against any and all claims, damages, liability and court awards including costs, expenses and reasonable attorneys’ fees incurred as a result of any omission or misstatement of material fact in the information submitted to the Authority by the Local Borrower in connection with the Authority’s approval of the Loan, as it may have been supplemented and amended by the Local Borrower. Section 3.3 Pending Litigation. There are no proceedings pending, or to the knowledge of the Local Borrower, threatened, against or affecting the Local Borrower, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the System, or the ability of the Local Borrower to make all Loan Repayments and otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement that have not been disclosed in writing to the Authority in the Local Borrower’s application for the Loan or otherwise. Section 3.4 Compliance with Existing Laws and Agreements. The authorization, execution and delivery of this Loan Agreement by the Local Borrower, the observance and performance by the Local Borrower of its duties, covenants, obligations and agreements hereunder and the consummation of the transactions provided for in this Loan Agreement, the compliance by the Local Borrower with the provisions of this Loan Agreement and the undertaking and completion of the Project will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Local Borrower pursuant to any existing ordinance or resolution, trust agreement, indenture, mortgage, deed of trust, loan agreement or other instrument (other than the lien and charge of this Loan Agreement and any ordinance or resolution or indenture which authorized outstanding obligations of the Local Borrower which are on a parity with this Loan Agreement as to a lien on, or a source and security for, payment thereon from the source of payment that is pledged to the Loan Repayments) to which the Local Borrower is a party or by which the Local Borrower, the System or any of its property or assets may be bound, nor will such action result in any violation of the provisions of the charter or other document pursuant to which the Local Borrower was established or any laws, ordinances, resolutions, governmental rules, regulations or court orders to which the Local Borrower, the System or its properties or operations are subject. Section 3.5 No Defaults. No event has occurred and no condition exists that, upon authorization, execution and delivery of this Loan Agreement or receipt of the amount of the Loan, would constitute an Event of Default hereunder. The Local Borrower is not in violation of, and has not received notice of any claimed violation of, any term of any agreement or other instrument to which it is a party or by which it may be bound, which violation would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the ability of the Local Borrower to make all Loan Repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. Section 3.6 Governmental Consent. The Local Borrower has or will have obtained prior to the date of the Loan Closing all permits and approvals required to date by any governmental body or officer (and reasonably expects to receive all permits required in the future by any governmental agency) for the making, observance and performance Marana Regular Town Council Meeting October 18, 2022 Page 119 of 256 PHOENIX/562066.2 7 by the Local Borrower of its duties, obligations and agreements under this Loan Agreement or for the undertaking or completion of the Project and the financing thereof, and the Local Borrower has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the Local Borrower of its duties, covenants, obligations and agreements under this Loan Agreement or with the undertaking or completion of the Project and the financing thereof; and the Local Borrower has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the Local Borrower of its duties, covenants, obligations and agreements under this Loan Agreement or with the undertaking or completion of the Project and the financing thereof. No consent, approval or authorization of, or filing, registration or qualification with, any governmental body or officer, other than those already obtained or reasonably expected to be obtained, is required on the part of the Local Borrower as a condition to the authorization, execution and delivery of this Loan Agreement, the undertaking or completion of the Project or the consummation of any transaction herein contemplated. Section 3.7 Compliance with Law. The Local Borrower: (a) is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject and the failure to comply with which would materially adversely affect the ability of the Local Borrower to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the Local Borrower or the System; and (b) has obtained, or will obtain as and when required, all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its property or for the conduct of its activities which, if not obtained, would materially adversely affect the ability of the Local Borrower to undertake or complete the Project or the condition (financial or otherwise) of the Local Borrower or the System. Article 4 Assignment Section 4.1 Assignment and Transfer by Authority. The Local Borrower hereby approves and consents to any assignment or transfer of this Loan Agreement that the Authority deems to be necessary in connection with the Clean Water Revolving Fund and Drinking Water Revolving Fund programs of the Authority. Section 4.2 Assignment by Local Borrower. This Loan Agreement may not be assigned by the Local Borrower for any reason, unless the following conditions shall be satisfied: (i) the assignee shall be a governmental unit within the meaning of Section 141(c) of the Code or another entity acceptable to the Authority and the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Local Borrower’s duties, covenants, agreements and obligations hereunder; (ii) immediately after such assignment, the assignee shall not be in default in the performance or observance of any duties, covenants, obligations or agreements of the Local Borrower hereunder; and (iii) the Authority shall receive an opinion of counsel to the effect that such assignment will not violate the provisions of any agreement entered into by the Authority with, or condition of any grant received by the Authority from the United States of America relating to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act and the Federal Safe Drinking Water Act. No assignment shall relieve the Local Borrower from primary liability for any of its obligations under this Loan Agreement and in the event of such assignment, the Local Borrower shall continue to remain primarily liable for the performance and observance of its obligations to be performed and observed under this Loan Agreement. Article 5 Defaults and Remedies Section 5.1 Events of Default. If any of the following events occurs, it is hereby defined as and declared to be and to constitute an “Event of Default”: (a) failure by the Local Borrower to pay, or cause to be paid, when due any Loan Repayment; Marana Regular Town Council Meeting October 18, 2022 Page 120 of 256 PHOENIX/562066.2 8 (b) failure by the Local Borrower to make, or cause to be made, any required payments of principal, redemption premium, if any, and interest on any bonds, notes or other obligations of the Local Borrower for borrowed money (other than the Loan), after giving effect to the applicable grace period, the payments of which are secured by the Source of Repayment described in this Loan Agreement; (c) failure by the Local Borrower to perform any duty, covenant, obligation or agreement on its part to be observed or performed under this Loan Agreement, other than as referred to in paragraphs (a) and (b) of this Section, which failure shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to the Local Borrower by the Authority, unless the Authority agrees in writing to an extension of such time prior to its expiration, provided, however, that if the failure stated in such notice is correctable but cannot be corrected within the applicable period the Authority may not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Local Borrower and diligently pursued until the Event of Default is corrected; (d) the institution of any proceeding, with the acquiescence of the Local Borrower, for the purpose of effecting a composition between the Local Borrower and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are payable from the Source of Repayment described in this Loan Agreement; (e) a determination by the Authority that any material representation made by or on behalf of the Local Borrower contained in this Loan Agreement, or in any instrument furnished in compliance with or with reference to this Loan Agreement, is false or misleading in any material respect; and (f) the filing of a petition by or against the Local Borrower under any federal or state bankruptcy or insolvency law or other similar law in effect on the date of this Loan Agreement or thereafter enacted, unless in the case of any such petition filed against the Local Borrower such petition shall be dismissed within thirty (30) days after such filing and such dismissal shall be final and not subject to appeal; or the Local Borrower becoming insolvent or bankrupt or making an assignment for the benefit of its creditors; or the appointment of a custodian (including, without limitation, a receiver, liquidator or trustee of the Local Borrower or any of its property including the System) by court order, or possession of the Local Borrower or its property or assets is taken if such order remains in effect or such possession continues for more than thirty (30) days. Section 5.2 Notice of Default. The Local Borrower shall give the Authority prompt telephone notice of the occurrence of any Event of Default referred to in Section 5.1 paragraph (c) hereof, and of the occurrence of any other event or condition that constitutes an Event of Default, at such time as any senior administrative or financial officer of the Local Borrower becomes aware of the existence thereof. Any telephone notice pursuant to this Section shall be confirmed in writing by the end of the next Business Day. Section 5.3 Remedies on Default. (a) Whenever an Event of Default referred to in Section 5.1 hereof shall have occurred and be continuing, the Authority shall have the right to take any action permitted or required pursuant to this Loan Agreement and to take whatever other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due on their scheduled payment dates or to enforce the performance and observance of any duty, covenant, obligation or agreement of the Local Borrower hereunder, including, without limitation, appointment of a receiver of the System. (b) Nothing in this Loan Agreement shall be construed to affect the Attorney General taking action to enforce this Loan Agreement in accordance with the Authority Act. Section 5.4 Attorney’s Fees and Other Expenses. In the event of a default hereunder by the Local Borrower, the Local Borrower shall on demand and to the extent not prohibited by applicable law pay to the Authority the reasonable fees and expenses of attorneys and other reasonable expenses (including without limitation the reasonably allocated costs of in-house counsel and legal staff) incurred by the Authority in the collection of Loan Marana Regular Town Council Meeting October 18, 2022 Page 121 of 256 PHOENIX/562066.2 9 Repayments or any other sum due hereunder or in the enforcement of performance or observance of any other duties, covenants, obligations or agreements of the Local Borrower to the extent permitted by law. Section 5.5 Application of Moneys. The parties acknowledge that: (a) all amounts coming due hereunder as Loan Repayments shall be treated as principal and combined interest and fees with respect to the Loan which amounts are secured by a pledge of the Source of Repayment in accordance with Exhibit D of this Loan Agreement; and (b) amounts coming due under Section 5.4 hereof shall be secured by the Source of Repayment on a basis subordinate to the Loan Repayments, but on a parity with comparable expenses relating to such Outstanding Parity Obligations and Additional Parity Obligations. However, any moneys collected by the Authority pursuant to Section 5.3 in the exercise of remedies with respect to amounts due or to become due hereunder shall be applied: (a) first, to pay any attorney’s fees or other fees and expenses owed by the Local Borrower pursuant to Section 5.4 hereof, (b) second, to pay delinquent combined interest fees and late charges on the Loan; (c) third, to pay combined interest and fees then due and payable on the Loan; (d) fourth, to pay delinquent principal on the Loan in order of scheduled maturity; (e) fifth, to pay principal then due and payable on the Loan; and (f) sixth, to pay any other amounts due and payable pursuant to this Loan Agreement. Section 5.6 No Remedy Exclusive; Waiver; Notice. No remedy conferred upon or reserved to the Authority hereunder is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it as described in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. Section 5.7 Retention of Authority’s Rights. Notwithstanding any assignment or transfer of this Agreement pursuant to the provisions hereof, or anything else to the contrary contained herein, the Authority shall have the right upon the occurrence of an Event of Default to take any action, including (without limitation) bringing an action against the Local Borrower at law or in equity, as the Authority may, in its discretion, deem necessary to enforce the obligations of the Local Borrower to the Authority. Section 5.8 Default by the Authority. In the event of any default by the Authority in any duty, covenant, agreement or obligation described in this Agreement, the Local Borrower’s remedy for such default shall be limited to injunction, special action, action for specific performance or any other available equitable remedy designed to enforce the performance or observance of any duty, covenant, obligation or agreement of the Authority described herein as may be necessary or appropriate. The Authority shall on demand pay to the Local Borrower the reasonable fees and expenses of attorneys and other reasonable expenses in the enforcement of such performance or observance. Article 6 Provisions Applicable to Loans Financed by or Pledged to Secure Authority Bonds Section 6.1 General. The Local Borrower acknowledges that the Authority is entering into this Loan Agreement and agreeing to make the Loan at this time for the benefit of the Local Borrower, and that the Authority may finance the Loan, along with other loans to other local borrowers, through the issuance of Authority Bonds and may pledge the Loan to secure Authority Bonds. If and for so long as the Authority’s source of funds to make disbursements on, or to carry, the Loan represented by this Loan Agreement is, or becomes, the proceeds of Authority Bonds, or this Loan Agreement is assigned by the Authority as security for payment of amounts due or to become due on Authority Bonds, the Local Borrower agrees to cooperate with the Authority with respect to the issuance of Authority Bonds by furnishing and certifying information concerning the Local Borrower, the Project, the System and the Source of Repayment, and by agreeing to reasonable modifications and additions to this Loan Agreement necessary or convenient for the Authority Bond transaction. Without limiting the generality of the foregoing, the Local Borrower agrees that if the Authority at any time determines, in its discretion, that it is necessary in connection with the Marana Regular Town Council Meeting October 18, 2022 Page 122 of 256 PHOENIX/562066.2 10 issuance of Authority Bonds or the maintenance of the Authority’s bond program, then the provisions set forth in this Article shall be in effect. Section 6.2 Tax Covenants. (a) General. The Local Borrower acknowledges that, in connection with its state revolving fund programs, the Authority issues its Authority Bonds from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be a Tax-Exempt Obligation that is not an AMT Obligation. Therefore, the Local Borrower represents and covenants as follows with respect to the Loan and the Authority Bonds. The Local Borrower covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Loan or the Authority Bonds under Section 103(a) of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an AMT Obligation, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon a bond counsel opinion as may rescind or otherwise negate such action or omission. The Local Borrower will not directly or indirectly use or permit the use of any proceeds of the Loan or any other funds of the Local Borrower or take or omit to take any action that would cause the Loan or the Authority Bonds to be or become “arbitrage bonds” within the meaning of Section 148(a) of the Internal Revenue Code or to fail to meet any other applicable requirement of Sections 103, 141, 148, 149 and 150 of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. To that end, the Local Borrower will comply with all applicable requirements of Sections 103, 141, 148, 149 and 150 of the Code to the extent applicable to the Loan. (b) Modification Based on Bond Counsel Opinion. Notwithstanding any provision of this Section, if the Local Borrower provides to the Authority a bond counsel opinion to the effect that any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Loan or the Authority Bonds pursuant to Section 103(a) of the Internal Revenue Code, the provisions of this Section and the covenants in this Section shall be deemed to be modified to that extent. (c) Bond Counsel Opinion. For purposes of this Article, “bond counsel opinion” means an opinion letter of a firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, and who is acceptable to the Authority. Section 6.3 Third Party Beneficiaries. The Trustee, the owners from time to time of the Authority Bonds, any Credit Enhancer from time to time of the Authority Bonds and any underwriter of the Authority Bonds are each expressly acknowledged to be third party beneficiaries of this Loan Agreement and each representation, agreement, duty, obligation and provision of this Loan Agreement. Section 6.4 Additional Documents Relating to Authority Bonds. The Local Borrower will furnish to the Authority and certify to such information and execute and deliver and cause to be executed and delivered such documents as the Authority, the underwriter or other parties to any Authority Bond transaction may reasonably require, including, without limitation: (a) a certificate of an Authorized Officer of the Local Borrower to the effect that the information contained in the Final Official Statement (defined in Section 6.5, paragraph (a)) for the Authority Bonds concerning the Local Borrower is correct in all material respects and is an accurate summary of the information which it purports to summarize, and that nothing has come to the Authorized Officer’s attention that would lead the Authorized Officer to believe that the information in the Final Official Statement relating to the Local Borrower contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (b) subject to the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2-12 (the “Disclosure Rule”), a continuing disclosure undertaking of the Local Borrower meeting the requirements of the Disclosure Rule , and a statement of the Local Borrower as to whether it has failed to provide any information and Marana Regular Town Council Meeting October 18, 2022 Page 123 of 256 PHOENIX/562066.2 11 notices required by the provisions of previous continuing disclosure undertakings, if any, of the Local Borrower under the Disclosure Rule, and if it has not, describing the circumstances and status of such failure; and (c) an appropriate certificate executed by Authorized Officer of the Local Borrower concerning the reasonable expectations of the Local Borrower as to the use of the proceeds of the Loan and such other matters as may be required on the part of the Local Borrower in order to ensure that the Authority Bonds are and will remain Tax- Exempt Obligations that are not AMT Obligations, and the Local Borrower covenants to comply with the provisions of such certificate; and (d) such other certificates, documents and information, and supplemental opinions of Local Borrower’s counsel, as the Authority, the underwriters of the Authority Bonds or other parties to the Authority Bonds transaction may reasonably require and as are necessary to confirm the continued truth and accuracy of information supplied by or on behalf of the Local Borrower. Section 6.5 Disclosure Regarding Authority Bonds. (a) The information, if any, relating to the Local Borrower (including without limitation the financial and statistical data contained therein) which has been furnished by the Local Borrower to be included in, and which is included in, a Preliminary Official Statement of the Authority (the “Preliminary Official Statement”), or a final Official Statement (the “Final Official Statement”) of the Authority concerning any Authority Bonds, as of the respective dates of each such document and at all times subsequent thereto up to and including the Bond Closing, will be (if necessary by amendment provided by the Local Borrower) true and correct and will not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent permitted by law, and notwithstanding any other provision of this Loan Agreement, the Local Borrower will indemnify, save and hold harmless the Authority and each other local borrower, if any, included in the Final Official Statement, and each of such parties’ respective agents, for, from and against any and all claims, damages, liability and court awards including costs, expenses and attorneys fees incurred as a result of any omission or misstatement of a material fact in the Local Borrower’s information in the Final Official Statement, as it may have been supplemented or amended by the Local Borrower. (b) The Local Borrower agrees that from the date of the Final Official Statement and for a period until not later than 25 days after the date of the Bond Closing if and so long as the offering of the Authority Bonds continues (i) the Local Borrower will furnish such information with respect to itself as the Authority (for itself or at the request of the underwriters of the Authority Bonds) may from time to time reasonably request and (ii) if any event shall occur as a result of which it is necessary, in the opinion of Bond Counsel to the Authority, or counsel for the underwriters of the Authority Bonds, to amend or supplement the information in the Final Official Statement relating to the Local Borrower in order to make such information not misleading in light of the circumstances then existing, the Local Borrower will forthwith prepare, and furnish to the Authority and the underwriters such information relating to the Local Borrower as may be necessary to permit the preparation of an amendment of or supplement to the Final Official Statement (in form and substance satisfactory to the Bond Counsel to the Authority and counsel for the underwriters) which will amend or supplement the Final Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances then existing, not misleading. (c) The Local Borrower agrees that if prior to the 25th day following the end of the underwriting period of the Authority Bonds, as defined for purposes of the Disclosure Rule, any event shall occur which causes the representations contained in Section 6.4, paragraph (a) to be false in any material respect, the Local Borrower shall promptly notify the Authority of such development, and if in the opinion of the Authority and the underwriters of the Authority Bonds such development requires the preparation of a supplement or an amendment to the Preliminary Official Statement or the Final Official Statement, the Local Borrower agrees to cooperate with the Authority and the underwriters for the Authority Bonds in preparing any such supplement or amendment in a form acceptable to such parties and to pay all reasonable expenses incurred by such parties in connection with the preparation thereof. Section 6.6 Assignment and Transfer by Authority to Trustee. Marana Regular Town Council Meeting October 18, 2022 Page 124 of 256 PHOENIX/562066.2 12 (a) The Local Borrower expressly acknowledges that, other than the right of the Authority to be indemnified by the Local Borrower, all right, title and interest of the Authority in, to and under this Loan Agreement will be assigned to the Trustee as security for the Authority Bonds, as applicable, as provided in the Authority’s Master Trust Indenture, and that if any Event of Default shall occur the Trustee, pursuant to the Authority’s Master Trust Indenture, shall be entitled to act hereunder in the place and stead of the Authority. The Local Borrower hereby acknowledges the requirements of the Authority’s Master Trust Indenture applicable to the Authority Bonds and consents to such assignment and appointment. The Authority shall retain the right to compel or otherwise enforce observance and performance by the Local Borrower of its duties, covenants, obligations and to be indemnified by the Local Borrower; provided, however, that in no event shall the Authority or the Trustee have the right to accelerate the payments under this Loan Agreement. (b) The Local Borrower hereby approves and consents to any assignment or transfer of this Loan Agreement that the Authority deems to be necessary in connection with any refunding of the Authority Bonds or otherwise in connection with the Clean Water Revolving Fund and Drinking Water Revolving Fund programs of the Authority. Section 6.7 Conditions to Assignment by Local Borrower. Notwithstanding Section 4.2, this Loan Agreement may not be assigned by the Local Borrower for any reason, unless the following conditions shall be satisfied: (i) the Authority, the Trustee and the Credit Enhancer, if any, of the Authority Bonds shall have approved said assignment in writing; (ii) the assignee shall be a governmental unit within the meaning of Section 141(c) of the Internal Revenue Code or another entity acceptable to the Authority and the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Local Borrower’s duties, covenants, agreements and obligations hereunder; (iii) immediately after such assignment, the assignee shall not be in default in the performance or observance of any duties, covenants, obligations or agreements of the Local Borrower hereunder; (iv) the Authority and the Trustee shall have received an opinion of bond counsel to the effect that such assignment will not adversely affect the exclusion of interest on the Authority Bonds from gross income for purposes of Federal income taxation under Section 103(a) of the Code or make the Authority Bonds or the Loan AMT Obligations; and (v) the Authority and the Trustee shall receive an opinion of counsel to the effect that such assignment will not violate the provisions of the Master Trust Indenture or any agreement entered into by the Authority with, or condition of any grant received by the Authority from, the United States of America relating to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act and the Federal Safe Drinking Water Act. No assignment shall relieve the Local Borrower from primary liability for any of its obligations under this Loan Agreement and in the event of such assignment, the Local Borrower shall continue to remain primarily liable for the performance and observance of its obligations to be performed and observed under this Loan Agreement. Section 6.8 Sale or Other Disposition of Project or System. The Local Borrower agrees that it will not sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System unless (i) the transferee assumes the Local Borrower’s obligations under this Loan Agreement in accordance with Section 6.6, (ii) the Authority shall by appropriate action determine, in its sole discretion, that such sale, lease, abandonment or other disposition will not adversely affect the Authority’s ability to meet its duties, covenants, obligations and agreements under the Bond Documents, and will not adversely affect the eligibility of interest on Authority Bonds then outstanding or which could be issued in the future for exclusion from gross income for purposes of federal income taxation or cause such Authority Bonds to be AMT Obligations, and (iii) the Credit Enhancer, if any, of the Authority Bonds shall have given its prior written consent to such disposition. Section 6.9 Deficiencies Under Bond Documents Caused by Failure to Make Loan Repayment. The Local Borrower acknowledges that payment of the Authority Bonds by the Authority, including payment from moneys drawn by the Trustee from the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts established under the Bond Documents, does not constitute payment of the amounts due under this Loan Agreement. If at any time the amounts on deposit in the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts shall be less than the amounts required by the Bond Documents as the result of any transfer of moneys from the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts which in turn is the result of a failure by the Local Borrower to make any Loan Repayments required hereunder, the Local Borrower agrees to (i) replenish such moneys so transferred, and (ii) replenish any deficiency arising from losses incurred in making such transfer as the result of the Marana Regular Town Council Meeting October 18, 2022 Page 125 of 256 PHOENIX/562066.2 13 liquidation by the Authority of investment securities acquired as an investment of moneys in the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts, by making payments to the Authority in equal monthly installments for the lesser of six (6) months or the remaining term of the Loan at a combined interest and fee rate to be determined by the Authority necessary to make up any loss caused by such deficiency, provided that the combined interest and fee rate payable on the Loan including such make-up combined interest and fees shall not exceed the maximum rate permitted by the Authorizing Proceedings which authorized this Loan Agreement. Section 6.10 Indemnification. To the extent permitted by law, the Local Borrower shall indemnify, save and hold harmless the Authority against any and all claims, damages, liability and court awards including costs, expenses and attorney fees to the extent incurred as a result of any gross negligence or willful misconduct by the Local Borrower, or its employees, agents or subcontractors pursuant to the terms of this Loan Agreement. Section 6.11 Compliance with Master Trust Indenture. The Local Borrower covenants and agrees to take such action as it may lawfully take and as the Authority shall reasonably request so as to enable the Authority to observe and comply with, all duties, covenants, obligations and agreements contained in the Master Trust Indenture insofar as such duties, covenants, obligations and agreements relate to the obligations of the Local Borrower under this Loan Agreement. Section 6.12 Provisions Relating to Default. (a) Any notice or information which the Local Borrower is to give to the Authority pursuant to the provisions of Article 5 shall also be given by the Local Borrower to the Trustee and to any Credit Enhancer at the same time. (b) Notwithstanding the provisions of Section 5.3, paragraph (a) and Section 5.7, so long as a Credit Enhancer is not in default of its obligations with respect to its payment guarantee of the Authority Bonds and such guarantee is in effect, the Credit Enhancer shall have the right to direct the exercise of remedies provided for herein and the Trustee and the Authority shall not pursue any remedy except with the prior written consent of the Credit Enhancer. (c) In the event of a default hereunder by the Local Borrower, the Local Borrower shall also pay the expenses of the Trustee and of any Credit Enhancer in the same manner as provided in Section 5.4 with respect to the expenses of the Authority. Section 6.13 Tax Compliance Certificate. If the Authority Bonds are issued and sold on the basis that they are Tax-Exempt Obligations, an Authorized Officer of the Local Borrower shall deliver an appropriate certificate concerning the reasonable expectations of the Local Borrower as to the use of the proceeds of the Loan and such other matters as may be required on the part of the Local Borrower in order to ensure that the Authority Bonds are and will remain Tax-Exempt Obligations that are not AMT Obligations, and the Local Borrower covenants to comply with the provisions of such certificate. Article 7 Miscellaneous Section 7.1 Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Authority and the Local Borrower and their respective successors and assigns. Section 7.2 Severability. In the event any provision of this Loan Agreement shall be held illegal, invalid or unenforceable by any Court of competent jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. Section 7.3 Amendments, Supplements and Modifications. This Loan Agreement may not be amended, supplemented or modified without the prior written consent of the Authority and the Local Borrower. Section 7.4 Execution in Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Marana Regular Town Council Meeting October 18, 2022 Page 126 of 256 PHOENIX/562066.2 14 Section 7.5 Captions. The captions or headings in this Loan Agreement are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions or sections of this Loan Agreement. Section 7.6 Further Assurances. The Local Borrower shall, at the request of the Authority, authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this Loan Agreement. Section 7.7 State of Arizona Contract Provisions. (a) Books and Records. As required by the provisions of Arizona Revised Statutes Section 35-214, the Local Borrower agrees that all books, accounts, reports, files and other records relating to this Loan Agreement shall be retained and shall be subject at all reasonable times to inspection and audits by the Authority for five years after completion of this Loan Agreement, and that upon request by the Authority such records shall be produced at any of the Authority offices designated herein as the place at which notices to the Authority are to be given. (b) Prohibition Against Discrimination. In the event that it applies, the parties agree to comply with the Arizona Governor’s Executive Order 2009-9, entitled “Prohibition of Discrimination in State Contracts Non-Discrimination in Employment by Government Contractors and Subcontractors,” which mandates that all persons, regardless of race, color, religion, sex, age, or national origin shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The Local Borrower shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. (c) Governing Law and Forum. This Loan Agreement shall be governed by and construed in accordance with the laws and judicial decisions of the State of Arizona, except as such laws may be preempted by any federal rules or regulations. The parties hereto expressly acknowledge and agree and all Local Borrowers by their acceptance thereof shall be deemed to have acknowledged and agreed that any judicial action to interpret or enforce the terms of this Loan Agreement against the Authority shall be brought and maintained in the Superior Court of the State of Arizona in and for Maricopa County or in the United States District Court in and for the District of Arizona. (d) Arbitration. In the event of a dispute, the parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by Arizona Revised Statutes Section 12-1518, and the prevailing party shall be entitled to attorney’s fees and costs with respect thereto. (e) Notice of Arizona Revised Statutes Section 38-511 – Cancellation. Notice is hereby given of the provisions of Arizona Revised Statutes Section 38-511, as amended. By this reference, the provisions of said statute are incorporated herein to the extent of their applicability to this Loan Agreement under the law of the State of Arizona. (f) Additional Warranties and Certifications from the Local Borrower. In compliance with Section 23-214(B) of the Arizona Revised Statutes, the Local Borrower warrants to the Authority that either (i) it is not an “employer” (within the meaning of Arizona Revised Statutes Section 23-214(B)) or (ii) it is registered with and is participating in the employment verification pilot program as jointly administered by the United States department of homeland security and the social security administration or any of its successor programs (the “E-Verify Program”) and that the proof submitted to the Authority of that registration and participation is true and correct. The Local Borrower agrees that, until the Loan is fully paid, at all times during which it is an “employer” (within the meaning of Arizona Revised Statutes Section 23-214(B)) it will be registered with and will participate in the E-Verify Program. The breach by the Local Borrower of the foregoing shall be deemed a material breach by the Local Borrower of this Loan Agreement and may result in penalties up to and including the termination of this Loan Agreement. If the Authority determines that the Local Borrower is not so registered and participating when required, the Authority will notify the Local Borrower by certified mail of the determination of noncompliance and the Local Borrower’s right to appeal the determination. On a final determination of noncompliance, the Local Borrower shall repay all monies received as an economic development incentive (within the meaning of Arizona Revised Statutes Section 23- 214(B)) to the Authority within thirty days of the final determination. Marana Regular Town Council Meeting October 18, 2022 Page 127 of 256 PHOENIX/562066.2 15 Article 8 Definitions Section 8.1 Definitions. The following terms as used in this Loan Agreement shall, unless the context clearly requires otherwise, have the following meaning: “AMT Obligation” means a Tax-Exempt Obligation the interest on which is an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. “Annual Loan Review Form” means the loan compliance questionnaire circulated by the Authority to all borrowers as part of the Authority’s annual loan portfolio review. “Authority” means the Water Infrastructure Finance Authority of Arizona, a body corporate and politic of the State of Arizona duly created and validly existing under and by virtue of the Authority Act. “Authority Act” means Title 49, Chapter 8 (Section 49-1201 et seq.) of the Arizona Revised Statutes (“A.R.S.”). “Authority Bonds” means any bonds of the Authority issued to finance the State’s revolving fund established pursuant to the Water Pollution Control Act, as amended, and the Safe Drinking Water Act, as amended. “Authorized Officer” means, (i) with respect to the Local Borrower, the person whose name is set forth in this Loan Agreement or such other person or persons authorized by the Local Borrower to act as an authorized officer of the Local Borrower to perform any act or execute any document relating to the Loan or this Loan Agreement whose name is furnished in writing to the Authority and the Trustee; and (ii) with respect to the Authority, the Chairman, Vice Chairman, Executive Director, or any other person or persons designated by the Board to act on behalf of the Authority with respect to this Loan Agreement; the designation of such person or persons shall be evidenced by a written certificate containing a specimen signature of such person or persons and signed on behalf of the Authority by its Chairman or Vice Chairman. “Bond Closing” means the date of initial delivery of and payment for the Authority Bonds. “Bond Documents” means and includes the Master Trust Indenture, any supplemental indenture and any comparable or related document pursuant to which the Authority Bonds are issued, and all further amendments and supplements thereto adopted in accordance with the provisions thereof. “Bond Reserves” means reserves established by the Bond Documents for the Authority Bonds to secure timely payment of amounts due on the Authority Bonds even if one or more local borrowers do not make timely payments on their loans. “Business Day” means any day other than a Saturday, Sunday or legal holiday or a day on which banking institutions, in the city in which the designated office of the Authority (being Phoenix, Arizona) is located, are closed. “Capital Grant Facility” means the contractual arrangement established with the Authority by the United States of America Environmental Protection Agency to make capitalization grant payments pursuant to Title VI of the Federal Water Pollution Control Act, as amended (33 U.S.C. § 125 et seq.) and the Federal Safe Drinking Water Act, as amended (particularly 42 U.S.C. § 300j-12 et seq.). “Clean Water Act” means the Federal Water Pollution Control Act amendments of 1972 (P.L. 92-500; 86 Stat. 816), as amended by the Water Quality Act of 1987 (P.L. 100-4; 101 Stat. 7) and the Water Resources Reform and Development Act of 2014 (P.L. 113-21, 128 Stat. 1193). “Clean Water Revolving Fund” means the fund established by A.R.S. § 49-1221. “Code” means the Internal Revenue Code of 1986, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any Marana Regular Town Council Meeting October 18, 2022 Page 128 of 256 PHOENIX/562066.2 16 official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. “Combined Interest and Fee Rate” means periodic interest and fee payments made by the Borrower, see Exhibit A to this Loan Agreement. “Construction Period” means the period from the date of the Loan Closing until the date of the final disbursement of proceeds of the Loan pursuant to this Loan Agreement, but in no event later than the third anniversary of the Loan Closing. “Cost” means those costs that are eligible to be funded from draws under the Capital Grant Facility and are reasonable, necessary and allocable to the Project and are permitted by generally accepted government auditing standards to be costs of the Project. “Credit Enhancer” means the entity so designated in the Bond Documents, if any, or any successor thereto, that from time to time has issued and outstanding a municipal bond insurance policy or similar payment guarantee relating to the Authority Bonds. “CWRF Financial Assistance Account” means the account so designated in the Master Trust Indenture to which loans funded by the Clean Water Revolving Fund shall be credited. “Debt Management Fee” means the fee component of the combined interest and fee payments made by the Borrower, see Exhibit A to this Loan Agreement. “Department” means the Department of Environmental Quality of the State of Arizona. “Drinking Water Facility” has the meaning given that term in the Authority Act, currently: a community water system or a non-profit noncommunity water system as defined in the Federal Safe Drinking Water Act (P.L. 93-523; 88 Stat. 1660l; P.L. 95-190; 91 Stat. 1393; P.L. 104-182; 110 Stat. 1613) that is located in the State. The term does not include water systems owned by federal agencies. “Drinking Water Revolving Fund” means the fund established by A.R.S. § 49-1241. “DWRF Financial Assistance Account” means the account so designated in the Master Trust Indenture to which loans funded by the Drinking Water Revolving Fund shall be credited. “Eligible Project Costs” means, whether incurred before or after the date of this Loan Agreement, such portion of the Costs as is disbursed by the Authority for the benefit of the Local Borrower. The Local Borrower and the Authority acknowledge that the actual Eligible Project Costs for the Project have not been determined as of the effective date of this Loan Agreement. The final Eligible Project Costs shall be established after all disbursements have been made. “Event of Default” means any occurrence or event specified in Section 5.1 hereof. “Indian Tribe” has the meaning given that term by the Authority Act, currently: any Indian tribe, band, group or community that is recognized by the United States Secretary of the Interior and that exercises governmental authority within the limits of any Indian reservation under the Jurisdiction of the United States government notwithstanding the issuance of any patent and including rights-of-way running through the reservation. “Loan” means (a) during the Construction Period, the commitment to lend to the Local Borrower the Estimated Eligible Project Costs set forth in this Loan Agreement (as it may be amended or revised from time to time), and (b) thereafter, the amount of money equal to the Eligible Project Costs which is actually loaned to the Local Borrower pursuant to this Loan Agreement. Marana Regular Town Council Meeting October 18, 2022 Page 129 of 256 PHOENIX/562066.2 17 “Loan Agreement” or “Agreement” means this Loan Agreement, including the Exhibits and these Standard Terms and Conditions attached to this Loan Agreement, as it may be supplemented, modified or amended from time to time in accordance with the terms hereof. “Loan Closing” means the date of execution and delivery of this Loan Agreement. “Loan Repayment Date” means the payment dates commencing and ending on the dates set forth in this Loan Agreement. “Loan Repayments” means the payments payable by the Local Borrower pursuant to this Loan Agreement. “Local Borrower” means the Political Subdivision or Indian Tribe that is a party to and is described in the first paragraph of this Loan Agreement. “Master Trust Indenture” means and includes the Master Trust Indenture dated as of August 1, 1999, as supplemented, and any comparable or related document, pursuant to which the Authority issues Authority Bonds. “Political Subdivision” has the meaning given that term by the Authority Act, currently: a county, city, town or special taxing district authorized by law to construct wastewater treatment facilities. “Project” is the project described in Section 2.1 of the Loan Agreement, all or a portion of the Cost of which is financed from the proceeds of the Loan. “Repayment Period” means the period over which the principal amount of the Loan will be repaid which period begins and ends on the dates set forth in this Loan Agreement. “Repayment Principal Amount” means the amount the Authority agrees to loan to the Local Borrower pursuant to this Loan Agreement or such lesser amount of actual Eligible Project Costs as represents the aggregate amount of the Loan actually made pursuant to this Loan Agreement. “Reserve Fund Surety” means a surety bond, insurance policy, letter of credit or similar arrangement representing the irrevocable obligation of the issuer thereof to pay to or at the direction of the Local Borrower an amount up to the Reserve Requirement as set forth in Exhibit A. “Safe Drinking Water Act” means the Federal Safe Drinking Water Act (P.L. 93-523; 88 Stat. 1660; P.L. 96-190; 91 Stat . 1393; P.L. 104-182; 110 Stat. 1613), as amended in 1996. “Source of Repayment” means the “source of repayment” set forth in this Loan Agreement as defined in Exhibit D. “State” means the State of Arizona. “System” means the “System” as defined in Section 2.2 of the Loan Agreement. “Tax-Exempt Obligation” means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section 150 of the Code, and includes any obligation or any investment treated as a “tax-exempt bond” for the applicable purpose of Section 148 of the Code “Trustee” means the Trustee appointed by the Authority pursuant to the Bond Documents and its successor or successors and any other corporation which may at any time be substituted in its place as Trustee pursuant to the Bond Documents. Terms not otherwise defined herein shall have the meanings ascribed to them in Exhibit D to the Loan Agreement. Marana Regular Town Council Meeting October 18, 2022 Page 130 of 256 PHOENIX/562066.2 18 Section 8.2 Rules of Interpretation. For all purposes of this Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) Words of one gender include the corresponding words of other genders; words of neuter include both genders; and words in the singular include words in the plural and vice versa. (b) Words indicating persons, parties, or entities (and the like) include firms, associations, partnerships (including limited partnerships), limited liability companies (and the like), corporations, trusts and other legal entities, including public and governmental bodies, as well as natural persons. (c) References to a statute refer to the statute, as amended, and any successor statute, and to all regulations promulgated under or implementing the statute or successor statute, as in effect at the relevant time. (d) References to a governmental or quasi-governmental entity or representatives thereof also refer to an entity that succeeds to the functions of the governmental or quasi-governmental entity and representatives thereof. (e) Headings preceding sections of text and any table of contents are solely for convenience of reference and are not part of this Loan Agreement and are not to affect its meaning, interpretation or effect. (f) Actions permitted under this Loan Agreement may be taken at any time and from time to time in the actor’s sole discretion. (g) The word “including” means “including, but not limited to” and the word “include” means “include, among others.” (h) The terms “hereby,” “hereof,” “herein,” and “hereunder” (and the like) refer to this Loan Agreement. (i) Indications of time of day mean local time in Phoenix, Arizona. (j) This Loan Agreement shall be governed by and construed in accordance with the applicable law of the State of Arizona, except for its conflict of law rules and except as preempted by federal. Article 9 List of Federal Laws and Authorities By Section 5.4 and Section 5.5 of Exhibit B to the Loan Agreement, the Local Borrower agrees that the Project will comply with applicable provisions of the following federal laws and authorities: Environmental: 1. Archaeological and Historical Preservation Act of 1974, Pub. L. 93-291; 16 U.S.C. § 469a-1. 2. Clean Air Act, Pub. L. 95-95, as amended; 42 U.S.C. § 7401 et. seq. 3. Clean Water Act, Titles II, IV, and V, Pub. L. 92-500, as amended. 4. Coastal Barrier Resources Act, Pub. L. 97-348; 16 U.S.C. § 3501 et. seq. 5. Coastal Zone Management Act, Pub. L. 92-583, as amended; 16 U.S.C. § 1451 et. seq. 6. Endangered Species Act, Pub. L. 93-205, as amended; 16 U.S.C. § 1531 et seq. 7. Environmental Justice, Executive Order 12898. 8. Farmland Protection Policy Act, Pub. L. 97-98; 7 U.S.C. § 4201 et seq. Marana Regular Town Council Meeting October 18, 2022 Page 131 of 256 PHOENIX/562066.2 19 9. Fish and Wildlife Coordination Act, Pub. L. 85-624, as amended. 10. Floodplain Management, Executive Order 11988, as amended by Executive Order 12148. 11. Magnunson-Stevens Fishery Conservation and Management Act, Pub L. 94-265, as amended; 16 U.S.C. § 1801 et. seq. 12. National Historic Preservation Act of 1966, Pub. L. 89-665, as amended; 16 U.S.C. § 470 et. seq. 13. Protection and Enhancement of the Cultural Environment, Executive Order 11593. 14. Protection of Wetlands, Executive Order 11990, as amended by Executive Order 12608; Pub. L. 99-645, as codified at 16 U.S.C. § 3901 et. seq. 15. Safe Drinking Water Act, Section 1424(e), Pub. L. 92-523, as amended; 42 U.S.C. § 300f et. seq. 16. Wild and Scenic Rivers Act, Pub. L. 90-542, as amended; 16 U.S.C. § 1271 et. seq. 17. Migratory Bird Treaty Act of 1918, 16 U.S.C. § 703 et. seq. Social Legislation: 1. Age Discrimination Act, Pub. L. 94-135; 42 U.S.C. § 6102. 2. Civil Rights Act of 1964, Pub. L. 88-352, Title VI; 42 U.S.C. § 2000d. 3. Equal Employment Opportunity, Executive Order 11246, as amended. 4. Participation by Disadvantaged Business Enterprises in Procurement Under Environmental Protection Agency (EPA) Financial Assistance Agreements. a. Promoting the use of Small, Minority, and Women-owned Businesses, Executive Orders 11625, 12138 and 12432. b. Section 129 of the Small Business Administration Reauthorization and Amendment Act of 1988, Pub. L. 100-590. c. Department of Veterans Affairs and Housing and Urban Development, and Independent Agencies Appropriations Act, 1993, Pub. L. 102-389; 42 U.S.C. § 4370d. d. Title X Clean Air Act, Pub. L. 101-549; 42 U.S.C. § 7601 note. 5. Rehabilitation Act of 1973, Pub. L. 93-112; 29 U.S.C. § 794 (including Executive Order 11914 and 11250). 6. Section 13 of the Federal Water Pollution Control Act, Pub. L. 92-500; 33 U.S.C. § 1251. 7. The Drug Free Workplace Act Of 1988, Pub. L. 100-690. Economic and Miscellaneous Authority: 1. Anti-Lobbying Provision (40 CFR Part 34) and New Restrictions on Lobbying, Section 319 of Pub. L. 101-121. 2. Debarment and Suspension, Executive Order 12549. Marana Regular Town Council Meeting October 18, 2022 Page 132 of 256 PHOENIX/562066.2 20 3. Demonstration Cities and Metropolitan Development Act of 1966, Pub. L. 89-754, as amended; 42 U.S.C. § 3331 et. seq. 4. Preservation of Open Competition and Government Neutrality, Executive Order 13502. 5. Prohibitions relating to violators of the Clean Air Act, Section 306 of the Clean Air Act, 42 U.S.C. § 7505; Section 508 of the Clean Water Act, 33 U.S.C. § 1368; Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans. 6. Uniform Relocation and Real Property Acquisition Policies Act of 1970, Pub. L. 91-646, as amended; 42 U.S.C. §§ 4601-4655. ***** Marana Regular Town Council Meeting October 18, 2022 Page 133 of 256      Council-Regular Meeting   C5        Meeting Date:10/18/2022   To:Mayor and Council Submitted For:Laine McDonald, Town Magistrate From:Trudi Shumate, Court Administrator Date:October 18, 2022 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2022-104: Relating to Municipal Court; approving the appointment of Mary Soehnle as a civil traffic violation hearing officer for the Marana Municipal Court (Laine McDonald) Discussion: A.R.S. Section 28-1553 and Marana Town Code Section 5-2-3 provide that the Town Magistrate, with the approval of the Town Council, may appoint one or more hearing officers to preside over civil traffic violation cases.  For a number of years, in the interests of efficiency and timely customer service, a civil traffic violation hearing officer has been appointed to assist with signing minute entries pertaining to civil traffic cases as well as signing orders amending civil traffic cases, when the judge is unavailable. To ensure consistent availability of a civil traffic violation hearing officer Judge McDonald recommends appointment of Mary Soehnle.  Ms. Soehnle has completed the Arizona Supreme Court Civil Hearing Officer training program and has exemplary performance in her current role of court clerk. Staff Recommendation: Staff recommends approving the appointment of Mary Soehnle as civil traffic violation hearing officer for Marana Municipal Court. Suggested Motion: I move to adopt Resolution No. 2022-104, approving the appointment of Mary Soehnle Marana Regular Town Council Meeting October 18, 2022 Page 134 of 256 I move to adopt Resolution No. 2022-104, approving the appointment of Mary Soehnle as a civil traffic violation hearing officer for the Marana Municipal Court.  Attachments Resolution No. 2022-104 Marana Regular Town Council Meeting October 18, 2022 Page 135 of 256 Resolution No. 2022-104 1 MARANA RESOLUTION NO. 2022-104 RELATING TO MUNICIPAL COURT; APPROVING THE APPOINTMENT OF MARY SOEHNLE AS A CIVIL TRAFFIC VIOLATION HEARING OFFICER FOR THE MARANA MUNICIPAL COURT WHEREAS Section 5-2-3 of the Town Code provides that the Town Magistrate, with the approval of the Town Council, may appoint one or more hearing officers to preside over civil traffic violation cases; and WHEREAS Mary Soehnle has completed the Arizona Supreme Court Civil Hearing Officer training program; and WHEREAS the Town Magistrate wishes to appoint Mary Soehnle to serve as a civil traffic violation hearing officer on an as-needed basis; and WHEREAS the Town Council finds that Mary Soehnle possesses the requisite skill and character to perform as a civil traffic violation hearing officer. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA that the Town Council hereby approves the appointment of Mary Soehnle to serve as civil traffic violation hearing officer on an as-needed basis, with a term effective immediately and expiring on September 30, 2023. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 136 of 256      Council-Regular Meeting   C6        Meeting Date:10/18/2022   To:Mayor and Council From:Libby Shelton, Deputy Town Attorney Date:October 18, 2022 Strategic Plan Focus Area: Community Subject:Resolution No. 2022-105: Relating to Police Department; approving and authorizing the Chief of Police to execute a Task Force Agreement between the United States Department of Justice, Drug Enforcement Administration and the Marana Police Department for 2022-2026 (Libby Shelton) Discussion: For several years, the Town of Marana Police Department has participated with the United States Department of Justice and the Drug Enforcement Administration (DEA) on the DEA Tucson Task Force.  These activities help improve the effectiveness and efficiency of drug control efforts.The DEA Tucson Task Force will: (a) disrupt the illicit drug traffic in the State of Arizona by immobilizing targeted violators and trafficking organizations; (b) gather and report intelligence data relating to trafficking in narcotics and dangerous drugs; and, (c) conduct undercover operations where appropriate and engage in other traditional methods of investigation in order that the Task Force's activities will result in effective prosecution before the courts of the United States and the State of Arizona. Under this agreement the Town agrees to provide an officer to the task force for a period of not less than two years.  The salary and benefits of the officer are paid for by the Town and any overtime worked by the officer is reimbursable by DEA.  The proposed agreement outlines the procedures for operation for Task Force activities and the funding policies and procedures in more detail.  This agreement is effective from October 1, 2022 through September 30, 2026. Financial Impact: The grantor will cover annual overtime of up to 25% of the salary of a GS-12, step 1, of Marana Regular Town Council Meeting October 18, 2022 Page 137 of 256 The grantor will cover annual overtime of up to 25% of the salary of a GS-12, step 1, of the general pay scale for the rest of the United States.  The Town allocates sufficient budget authorization in Fund 2015, utilized for police department grants, on an annual basis.  Overtime reimbursements exclude costs for benefits, such as retirement, FICA and other expenses. Staff Recommendation: Staff recommends approval of the agreement. Suggested Motion: I move to adopt Resolution No. 2022-105, approving and authorizing the Chief of Police to execute the Task Force Agreement between the United States Department of Justice, Drug Enforcement Administration and the Marana Police Department for 2022-2026. Attachments Resolution No. 2022-105 Exhibit A to Resolution Marana Regular Town Council Meeting October 18, 2022 Page 138 of 256 - 1 - 00084294.DOCX /1 Resolution No. 2022-105 MARANA RESOLUTION NO. 2022-105 RELATING TO POLICE DEPARTMENT; APPROVING AND AUTHORIZING THE CHIEF OF POLICE TO EXECUTE A TASK FORCE AGREEMENT BETWEEN THE UNITED STATES DEPARTMENT OF JUSTICE, DRUG ENFORCEMENT ADMIN- ISTRATION AND THE MARANA POLICE DEPARTMENT FOR 2022-2026 WHEREAS evidence has shown that trafficking in narcotics and dangerous drugs exists in the Pima County area; and WHEREAS the United States Department of Justice, Drug Enforcement Admin- istration (DEA) has established a DEA Tucson Task Force whose mission is to investigate, prosecute and disrupt illicit drug trafficking in the State of Arizona; and WHEREAS the Town of Marana, through its Police Department, and the DEA de- sire to renew an agreement providing for the Marana Police Department’s continued par- ticipation in the DEA Tucson Task Force; and WHEREAS the Mayor and Council of the Town of Marana find it is in the best interests of its citizens to enter into this task force agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, approving the task force agreement between the DEA and the Marana Police Department for 2022-2026, attached to this resolution as Exhibit A, and authorizing the Chief of Police to execute it for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, conditions and objectives of the task force agreement. Marana Regular Town Council Meeting October 18, 2022 Page 139 of 256 - 2 - 00084294.DOCX /1 Resolution No. 2022-105 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Ar- izona, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: _________ Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 140 of 256 Exhibit A to Marana Resolution No. 2022-105 00084299.DOCX /1 FY 2023 DEA Task Force Agreement: Marana Police Department 1 | P a g e PROGRAM - FUNDED STATE AND LOCAL TASK FORCE AGREEMENT This agreement is made this 1st day of October 2022, between the United States Department of Justice, Drug Enforcement Administration (hereinafter "DEA"), and the Marana Police Department, ORI#AZ00100900 (hereinafter "parent agency"). The DEA is authorized to enter into this cooperative agreement concerning the use and abuse of controlled substances under the provisions of 21 USC § 873. WHEREAS there is evidence that trafficking in narcotics and dangerous drugs exists in the state of Arizona area and that such illegal activity has a substantial and detrimental effect on the health and general welfare of the people of Arizona, the parties hereto agree to the following: 1. The Tucson Task Force will perform the activities and duties described below: a. disrupt the illicit drug traffic in the Arizona area by immobilizing targeted violators and trafficking organizations; b. gather and report intelligence data relating to trafficking in narcotics and dangerous drugs; and, c. conduct undercover operations where appropriate and engage in other traditional methods of investigation in order that the task force’s activities will result in effective prosecution before the courts of the United States and the state of Arizona. 2. To accomplish the objectives of the Tucson Task Force, the parent agency agrees to detail one (1) experienced officers to the Tucson Task Force for a period of not less than two years. During this period of assignment, the parent agency officers will be under the direct supervision and control of DEA supervisory personnel assigned to the task force. 3. The parent agency officers assigned to the task force shall adhere to DEA policies and procedures. Failure to adhere to DEA policies and procedures shall be grounds for dismissal from the task force. 4. The parent agency officers assigned to the task force shall be deputized as task force officers of DEA pursuant to 21 USC § 878. 5. To accomplish the objectives of the Tucson Task Force, DEA will assign nine (9) special agents to the task force. The parent agency agrees to provide and maintain a vehicle for use for each of its assigned task force officers. DEA will also, subject to the availability of annually appropriated funds or any continuing resolution thereof, provide necessary funds and equipment to support the activities of the DEA special agents and parent agency officers assigned to the task force. This support will include: office space, office supplies, travel funds, funds for the purchase of evidence and information, investigative equipment, training, and other support items. Marana Regular Town Council Meeting October 18, 2022 Page 141 of 256 Exhibit A to Marana Resolution No. 2022-105 00084299.DOCX /1 FY 2023 DEA Task Force Agreement: Marana Police Department 2 | P a g e 6. During the period of assignment to the Tucson Task Force, the parent agency will remain responsible for establishing the salary and benefits, including overtime, of the officers assigned to the task force, and for making all payments due them. DEA will, subject to availability of funds, reimburse the parent agency for overtime payments. Annual overtime for each state and local law enforcement officer is capped at the equivalent to 25% of the salary of a GS-12, step 1, of the general pay scale for the rest of the United States. Reimbursement for all types of qualified expenses shall be contingent upon availability of funds and submission of a proper request for reimbursement which shall be submitted monthly or quarterly on a fiscal year basis, and which provides the names of investigators who incurred overtime for DEA during invoiced period, the number of overtime hours incurred, the hourly regular and overtime rates in effect for each investigator, and the total cost for the invoiced period. The parent agency will bill overtime as it is performed and no later than 60 days after the end of each quarter in which the overtime is performed. Note: Task Force Officer’s overtime shall not include any costs for benefits, such as retirement, FICA, and other expenses. 7. In no event will the parent agency charge any indirect cost rate to DEA for the administration or implementation of this agreement. 8. The parent agency shall maintain on a current basis complete and accurate records and accounts of all obligations and expenditures of funds under this agreement in accordance with generally accepted accounting principles and instructions provided by DEA to facilitate on-site inspection and auditing of such records and accounts. 9. The parent agency shall permit and have readily available for examination and auditing by DEA, the United States Department of Justice, the Comptroller General of the United States, and any of their duly authorized agents and representatives, any and all records, documents, accounts, invoices, receipts or expenditures relating to this agreement. The parent agency shall maintain all such reports and records until all audits and examinations are completed and resolved, or for a period of six (6) years after termination of this agreement, whichever is later. 10. The parent agency shall comply with Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, as amended, and all requirements imposed by or pursuant to the regulations of the United States Department of Justice implementing those laws, 28 C.F.R. Part 42, Subparts C, F, G, H and I. 11. The parent agency agrees that an authorized officer or employee will execute and return to DEA the attached OJP Form 4061/6, Certification Regarding Lobbying; Debarment, Suspension and Other Responsibility Matters; and Drug-Free Workplace Requirements. The parent agency acknowledges that this agreement will not take effect and no federal funds will be awarded to the parent agency by DEA until the completed certification is received. Marana Regular Town Council Meeting October 18, 2022 Page 142 of 256 Exhibit A to Marana Resolution No. 2022-105 00084299.DOCX /1 FY 2023 DEA Task Force Agreement: Marana Police Department 3 | P a g e 12. When issuing statements, press releases, requests for proposals, bid solicitations, and other documents describing projects or programs funded in whole or in part with federal money, the parent agency shall clearly state: (1) the percentage of the total cost of the program or project which will be financed with federal money and (2) the dollar amount of federal funds for the project or program. 13. The term of this agreement shall be effective from the date in paragraph number one until September 30, 2026. This agreement may be terminated by either party on 30 days’ advance written notice. DEA’s support to the task force, including reimbursement of overtime, is subject to the availability of funds on a fiscal year basis (October 1 through September 30 of the next year). Billing for all outstanding obligations must be received by DEA within 60 days of the end of the fiscal year or within 60 days of the date of termination of this agreement. DEA will be responsible only for obligations incurred by parent agency during the term of this agreement on a fiscal year basis, subject to the availability of funds. For the Drug Enforcement Administration: Cheri A. Oz, Special Agent in Charge Date Phoenix Field Division For the Marana Police Department: Ruben Nunez, Chief of Police Date Marana Regular Town Council Meeting October 18, 2022 Page 143 of 256      Council-Regular Meeting   C7        Meeting Date:10/18/2022   To:Mayor and Council Submitted For:Jing Luo, Water Director From:Asia Philbin, Water Resources Coordinator Date:October 18, 2022 Strategic Plan Focus Area: Community Subject:Resolution No. 2022-106: Relating to Water; approving and authorizing the Mayor to sign the Intergovernmental Agreement Between the Arizona Water Banking Authority and Town of Marana for M&I Firming (Jing Luo) Discussion: This item involves an intergovernmental agreement is between the Town and the Arizona Water Banking Authority (“AWBA”) related to the Town’s subcontract with the Central Arizona Water Conservation District (“CAWCD”) for Central Arizona Project (CAP) Municipal and Industrial Priority water. AWBA was created to store water in Central and Southern Arizona aquifers and earn long-term water storage credits that can then be recovered (pumped) when needed later. In part, this storage by AWBA helps to back-up or “firm” water supplies for Arizona water users who depend on firm supplies for operational and regulatory purposes. Funding for AWBA’s water purchases can come from groundwater user fees, taxes levied by CAWCD, and the AZ General Fund. In planning for the use of these AWBA-stored water supplies, the Recovery Planning Advisory Group (“RPAG”), worked with the AWBA and the CAWCD, who was established as the official recovery agent for the AWBA, to develop ways for municipal providers like the Town of Marana to have direct access to the stored water credits. As a result of the recovery planning process, AWBA developed the intergovernmental Marana Regular Town Council Meeting October 18, 2022 Page 144 of 256 agreement attached as Exhibit A to the resolution accompanying these agenda materials to work directly with municipal providers. Marana Water Director and staff participated in the RPAG, and participated again in the development of the intergovernmental agreement, together with other municipal water providers eligible for firming water from AWBA. Water providers recommended minor changes to a final draft agreement circulated by AWBA this summer, which were included in the intergovernmental agreement approved by the AWBA Commission at its regular quarterly meeting September 13, 2022. The agreement approved by the Commission at its September quarterly meeting is submitted now for consideration and approval by the Marana Town Council. Financial Impact: The financial impact of adopting the agreement are none to insignificant ($0 if no transfers ever occur, the administrative costs of processing credit transfers should they occur). The financial impact of not adopting the agreement would be far greater. The alternative to direct transfer of credits is to recover and deliver wet water and/or to provide credits through CAWCD, at the Town's cost. Staff Recommendation: Staff recommends approval of Resolution No. 2022-106. Suggested Motion: I move to adopt Resolution No. 2022-106; approving and authorizing the Mayor to sign the Intergovernmental Agreement Between the Arizona Water Banking Authority and Town of Marana for M&I Firming.  Attachments Resolution No. 2022-106 Exhibit A to Resolution Marana Regular Town Council Meeting October 18, 2022 Page 145 of 256 - 1 - 00084352.DOCX /1 Resolution No. 2022-106 MARANA RESOLUTION NO. 2022-106 RELATING TO WATER; APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE ARIZONA WATER BANKING AUTHORITY AND TOWN OF MARANA FOR M&I FIRMING WHEREAS the Town of Marana has authority to receive Central Arizona Project Municipal and Industrial (M&I) Priority water pursuant to Subcontract No. 07-XX-30- W470; and WHEREAS pursuant to A.R.S. § 45-2457(B)(7), the Arizona Water Banking Authority (AWBA) has accrued long-term storage credits intended to be distributed to the Central Arizona Water Conservation District (CAWCD) or to M&I subcontractors “to the extent necessary to meet the demands of CAWCD’s municipal and industrial subcontractors during times in which CAWCD’s diversions from the Colorado river have been or will be disrupted by shortages on the Colorado river or by disruptions in operation of the central Arizona project”; and WHEREAS pursuant to A.R.S. § 45-2457(B)(7), the Town may enter into a firming agreement with the AWBA to request a direct distribution of AWBA long -term storage credits for firming purposes; and WHEREAS the Town Council finds it is in the best interests of the Town and its citizens to enter into an intergovernmental agreement with the AWBA for this purpose. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AS FOLLOWS: The Intergovernmental Agreement Between the Arizona Water Banking Authority and Town of Marana for M&I Firming, substantially in the same form attached to and incorporated by this reference in this resolution as Exhibit A, is hereby approved, the Mayor is hereby authorized and directed to sign it for and on behalf of the Town of Marana, and 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, obligations, and objectives of the agreement. Marana Regular Town Council Meeting October 18, 2022 Page 146 of 256 - 2 - 00084352.DOCX /1 Resolution No. 2022-106 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 147 of 256 INTERGOVERNMENTAL AGREEMENT BETWEEN THE ARIZONA WATER BANKING AUTHORITY AND TOWN OF MARANA FOR M&I FIRMING This Intergovernmental Agreement (“M&I Firming IGA”) is made between the Arizona Water Banking Authority, an agency of the State of Arizona (“AWBA”) and Town of Marana (“Marana”), a municipal and industrial (“M&I”) subcontractor of the Central Arizona Water Conservation District (“CAWCD"). Marana and AWBA are sometimes each referred to in this IGA as a “Party” and collectively as the “Parties.” RECITALS A.Marana has the authority to receive Central Arizona Project (“CAP”) M&I Priority water pursuant to Subcontract No.07-XX-30-W470 . B.CAWCD’s diversions from the Colorado River are subject to reductions during the Interim Period pursuant to Section 2.D of the Colorado River Interim Guidelines for Lower Basin Shortages and Coordinated Operations for Lake Powell and Lake Mead (73 Fed. Reg. 19873, 19886 (April 11, 2008)) (“2007 Guidelines”) and pursuant to Section III.B.1 of the Lower Basin Drought Contingency Operations (“LBOps”), Exhibit 1 to the Lower Basin Drought Contingency Plan Agreement (“LBDCP”). C.The AWBA has accrued or acquired long-term storage credits (“Credits”) that are intended to be distributed to CAWCD or to M&I subcontractors “to the extent necessary to meet the demands of M&I subcontractors during times in which CAWCD's diversions from the Colorado river have been or will be disrupted by shortages on the Colorado river or by disruptions in operation of the [CAP],” pursuant to Arizona Revised Statutes § 45-2457(B)(7). D.On March 4, 2019, the AWBA adopted the AWBA Policy Regarding the Distribution of Long-Term Storage Credits for Firming CAP Municipal and Industrial Subcontractors (“M&I Firming Policy”) to assist with Arizona’s implementation of the LBDCP. Through 2026, the AWBA will distribute Credits to meet all reductions to CAP M&I subcontractors for scheduled M&I Priority water due to shortage reductions or required Drought Contingency Plan (“DCP”) Contributions. The AWBA will use the operating experience gained during this period to inform future AWBA policies on Credit distribution. E.M&I subcontractors may enter into a firming agreement with the AWBA to request a direct distribution of AWBA Credits for firming purposes pursuant to A.R.S. § 45- 2457(B)(7). F.The Parties desire to enter into this M&I Firming IGA to establish an annual process to implement the direct transfer of Credits for this purpose. Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 148 of 256 DEFINITIONS In this M&I Firming IGA, the definitions of terms set forth in Arizona Revised Statutes Title 45, in the 2007 Guidelines, in the LBDCP, and in the LBOps are hereby incorporated by reference, unless such terms are defined otherwise herein. In addition to the terms defined in context within this M&I Firming IGA, the following terms shall have the following meanings: 1. “CAP M&I Priority Water” means CAP water having municipal and industrial delivery priority. 2. “Firming” shall have the same definition as that provided in the CAP System Use Agreement, dated February 2, 2017. 3. “Firming Water” shall have the same definition as that provided in the CAP System Use Agreement dated February 2, 2017. 4. “Full Order” means the M&I subcontractor’s initial CAP water delivery order that has not been modified to account for the projected reduced CAP supply. 5. “Recovered Water” means the water resulting from the recovery of Credits from wells pursuant to a valid recovery well permit issued by the Arizona Department of Water Resources (“ADWR”) pursuant to A.R.S. § 45-834.01. 6. “Water Shortage” means available CAP water is insufficient to meet the Full Orders of M&I subcontractors for CAP M&I Priority Water. 7. “Water Shortage Year” means a year in which a Water Shortage is in effect. 8. “Year” means a calendar year beginning on January 1 and ending on December 31 of the same year. AGREEMENT NOW THEREFORE, the parties hereby agree as follows: 1. Term. This M&I Firming IGA shall commence on the date of execution by all parties and continue in full force and effect until December 31, 2026, unless it is terminated as set forth in Sections 8 or 9. 2. M&I Firming Method. The AWBA may, in each Year of this M&I Firming IGA in which there is a Water Shortage, distribute Credits for Firming CAP M&I Priority Water directly to CAP M&I subcontractors in accordance with A.R.S. § 45- 2457(B)(7) and the M&I Firming Policy if requested by Marana. This M&I Firming IGA does not obligate the AWBA to offer any Credits for direct distribution in any Year; nor does it obligate Marana to accept any Credits through direct distribution in any Year. Marana may request delivery of Firming Water from CAWCD in lieu of a direct distribution of Credits. Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 149 of 256 3. Firming Proposal 3.1. The AWBA shall evaluate the potential for a future Water Shortage in coordination with the Bureau of Reclamation (“BOR”), the CAWCD, and ADWR. 3.2. If BOR’s April five-year probabilistic projections indicate a greater than fifteen percent probability of a Water Shortage in the third Year, the Parties shall begin consultations on the potential for Firming and the anticipated Firming method(s) that will be used (i.e., request for Firming Water and/or direct distribution of AWBA Credits). See Exhibit A, attached hereto and incorporated herein, for a graphical representation of activities occurring during this time period. 3.3. If the BOR’s April 24-Month Study “Minimum Probable” forecast reflects a Water Shortage in the second Year, the Parties will assume the following activities, as further described in Exhibit A: a) Within three (3) months following the April 24-Month Study, the Parties, in consultation with CAWCD, shall estimate the volume of CAP M&I Priority Water the AWBA shall firm for the potential Water Shortage Year. Marana shall indicate the estimated number of Credits intended to be requested for direct distribution and/or the estimated volume of Firming Water to be delivered through the CAP. b) If Marana proposes to receive Credits directly from the AWBA, the Parties shall begin development of a “Firming Proposal,” including the estimated number of Credits for direct distribution from the AWBA, whether Marana intends to recover the Credits during the Water Shortage Year, the estimated volume of Firming Water to be delivered through the CAP (if applicable), and the participation of any delivery partners, as described in Section 4 of this M&I Firming IGA. Marana may also identify preferred storage locations of Credits to be provided to subcontractor for AWBA consideration. c) In the month of December following the activities described in Section 3.3.a, the AWBA shall report to its governing body the Firming Proposal, including the estimated number of Credits identified for direct distribution by the AWBA. 3.4. If BOR’s April 24-Month Study “Most Probable” forecast reflects a Water Shortage in the following Year, the Parties shall confirm the Firming Proposal according to the following schedule (See Exhibit A, for activities occurring during this time period): a) By May 1 of the Year prior to a projected Water Shortage Year, the AWBA shall provide an estimate of the volume of CAP water likely Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 150 of 256 to be available to Marana. This estimate shall be developed in consultation with CAWCD, BOR and ADWR, but does not constitute a determination by the United States or CAWCD. b) By May 15 of the Year prior to a projected Water Shortage Year, Marana shall provide an estimate of the number of Credits for direct distribution and the estimated volume of Firming Water for delivery through the CAP in the projected Water Shortage Year. The Firming Proposal shall be revised accordingly. c) If the Firming Proposal includes the direct distribution of Credits to Marana, the AWBA shall identify the location(s) of Credits for direct distribution to Marana no later than August 1. d) By September 1, the Parties shall confirm in writing the estimated volume of CAP M&I Priority Water the AWBA shall firm based on water availability estimates provided by CAWCD in response to the findings of the BOR’s August 24-Month Study (“Firming Plan”). e) The AWBA shall incorporate as a component of its preliminary draft annual plan of operation (“APO”) that is adopted pursuant to A.R.S. § 45-2456 the Firming Plan that will be implemented in the Water Shortage Year. f) The AWBA shall provide its preliminary APO to Marana at the same time it provides its preliminary APO to the public for comment. g) By October 1, or such date as required by CAWCD, of that same Year, Marana shall submit its Full Order for CAP Water to CAWCD for the following Year and include in its submittal the confirmed Firming method(s) identified in the Firming Plan. h) The AWBA shall include in its final APO the final volume of CAP M&I Priority Water the AWBA shall firm based on Marana’s Full Order submitted to CAWCD, the Firming Plan, and CAWCD’s final accounting of M&I Priority supplies available for the Water Shortage Year. 4. Credit Distribution 4.1. The AWBA shall distribute Credits to Marana for Firming in a Water Shortage Year pursuant to the Firming Plan and in accordance with State regulations and policies. 4.2. In determining the Credits that shall be distributed for a Water Shortage Year, the AWBA will take into consideration Marana’s location, recovery partnership agreements, recharge facilities where Marana has stored Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 151 of 256 water, annual operational issues/needs, and any other relevant concerns, including provisions in this M&I Firming IGA that may be applicable. 4.3. By accepting AWBA Credits in lieu of a Firming Water delivery from CAP, Marana agrees that: a) The Credits received satisfy the Firming Plan for that Water Shortage Year, and b) The Credits received shall not be sold, and c) Marana is responsible for all costs associated with the recovery of those Credits. 4.4. The AWBA shall distribute Credits as follows: a) Credits shall be assigned using ADWR’s procedures for assigning Credits in effect at the time of the assignment. b) The AWBA may distribute Credits through the course of the Year with preference given to Credits that will be recovered by Marana during the Water Shortage Year. c) The AWBA shall assign Credits in accordance with the Firming Plan for that Water Shortage Year. The Parties shall coordinate regarding completion and submittal to ADWR of any forms necessary for assignment of Credits. d) Marana shall pay any administrative fees established by ADWR to effectuate the assignment of AWBA Credits to Marana’s Long-Term Storage Credit Account. e) All Credits to be distributed directly to Marana pursuant to the Firming Plan shall be assigned by December 31 of the Water Shortage Year. 5. Amendments to a Firming Plan 5.1. Marana and AWBA shall amend the Firming Plan included in the APO during a Water Shortage Year if any of the following apply: a) There are substantive changes to the volume of the Water Shortage as applicable to Marana that affect the Firming Plan included in the APO. b) The Firming Plan included in the APO cannot be implemented as anticipated during the Water Shortage Year. Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 152 of 256 5.2. Any amendments to the Firming Plan included in the AWBA’s APO resulting from Section 5.1 shall be through mutual agreement between Marana and the AWBA. 5.3. If necessary, the AWBA shall amend its APO for the Year to identify any substantive changes to the Firming Plan. 6. Water Quality. The AWBA does not warrant the quality of Recovered Water from Credits distributed by the AWBA pursuant to this M&I Firming IGA and the AWBA is under no obligation to construct or furnish water treatment facilities to maintain or better the quality of any Recovered Water by Marana. Marana assumes all responsibility for meeting applicable water quality standards established by federal, state or local authorities. Marana waives its rights to make a claim against the AWBA for the quality of Marana’s Recovered Water. 7. Default. Unless otherwise provided, the failure of either Party to perform any material term, covenant, or condition of this M&I Firming IGA results in default of that Party if that failure continues for thirty days following the receipt of written notice from the other Party. 8. Remedies. If an event of default occurs, the non-defaulting Party may immediately terminate this M&I Firming IGA by written notice to the defaulting Party and/or may pursue specific performance. 9. Termination of Contract. In addition to other rights set forth elsewhere in this M&I Firming IGA, each Party reserves the right to terminate this M&I Firming IGA, without cause, effective thirty (30) calendar days after receipt of written notice of termination to the other Party. If this M&I Firming IGA is terminated during a Shortage Year, such termination shall not terminate any commitments, obligations or benefits of either Party for the current Shortage Year. 10. Miscellaneous Provisions. 10.1. Interpretation. This M&I Firming IGA is governed by and must be construed and interpreted in accordance with and in reference to the laws of the State of Arizona. 10.2. No Third-Party Beneficiaries. This M&I Firming IGA is solely for the benefit of the Parties and does not create, nor shall it be construed to create, rights in any third party unless expressly provided herein. No third party may enforce the terms and conditions of this M&I Firming IGA. 10.3. Conflict of Interest. This agreement is subject to cancellation by any Party pursuant to A.R.S. § 38-511 if any person significantly involved in the agreement on behalf of the State of Arizona or the Water Bank is an employee or consultant of Marana at any time while the agreement or any extension of the agreement is in effect. Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 153 of 256 10.4. Permits. The Parties shall obtain and maintain all licenses, permits and authority necessary to perform their obligations pursuant to this M&I Firming IGA, and shall comply with all applicable state, federal and local laws, including but not limited to those regarding employment insurance, disability insurance and worker’s compensation. This M&I Firming IGA does not relieve either party from any obligation or responsibility imposed upon it by law. 10.5. No Employment. Neither Party shall be considered an officer, employee or agent of the other. No monitoring or supervisory responsibility over the other Party’s activities arises as a result of, or pursuant to, this M&I Firming IGA other than as expressly provided herein. 10.6. Severability. The provisions of this M&I Firming IGA are severable to the extent that if any provision is held unenforceable under applicable law, the remaining provisions of the M&I Firming IGA shall remain in effect. 10.7. No Indemnification. Each Party to this M&I Firming IGA is independently responsible in the event of its own negligence. Neither Party agrees to indemnify the other Party. 10.8. Resolution of Disputes. The Parties shall attempt to resolve all claims, disputes, controversies, or other matters in question between the Parties arising out of, or relating to, this M&I Firming IGA (“Dispute”) promptly, equitably, and in a good faith manner. Any Dispute arising out of this M&I Firming IGA is subject to arbitration to the extent required by A.R.S. §§ 12- 133 and 12-1518. 10.9. Amendments. This M&I Firming IGA may be modified, amended, or revoked only by the express written agreement of the Parties. 10.10. Entire Agreement. This M&I Firming IGA constitutes the entire agreement between the Parties as to the subject matter described herein and no understandings or obligations not expressly set forth in this M&I Firming IGA are binding upon the Parties. Nothing in this M&I Firming IGA shall amend or otherwise modify any other existing written contracts between or amongst the Parties. 10.11. Waiver. No delay in exercising any right or remedy shall constitute a waiver unless such right or remedy is waived in writing signed by the waiving party. A waiver by any Party of any right or remedy hereunder shall not be construed as a waiver of any other right or remedy, whether pursuant to the same or a different term, condition or covenant. 10.12. Captions. All captions, titles, or headings in this M&I Firming IGA are used for the purpose of reference and convenience only and do not limit, modify, or otherwise affect any of the provisions of this M&I Firming IGA. Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 154 of 256 10.13. Rules, Regulations and Amendment or Successor Statutes. All references in this M&I Firming IGA to the Arizona Revised Statutes include all rules and regulations promulgated by ADWR under such statutes and all amendment statutes and successor statutes, rules, and regulations to such statutes, rules, and regulations existing as of the date of this M&I Firming IGA. 10.14. Notices. Any notice, demand, or request authorized or required by this M&I Firming IGA shall be in writing and shall be deemed to have been duly delivered by email to a valid email address designated by the Parties, or if mailed, first-class or delivered, to the following address: For the AWBA: Manager Arizona Water Banking Authority 1802 W Jackson St, Box # 79 Phoenix, AZ 85007 voconnell@azwater.gov For Marana: Town of Marana Attn: Jing Luo, PhD, PE Water Director 11555 W Civic Center Dr Marana, AZ 85653 jluo@MaranaAZ.gov The designation of the address or addressee, including email addresses, may be changed by notice given as provided in this Section. Notice is deemed to have been given on the date on which notice is personally delivered, delivered to an overnight delivery service, mailed, or emailed. Notice is deemed to have been received on the date on which the notice is actually received, or delivery is refused. 10.15. Equal Opportunity. The Parties shall comply with State Executive Order No. 75-5, as amended by State Executive Order No. 2009-9, and all other applicable Federal and State laws, rules and regulations relating to equal opportunity and non-discrimination, including the Americans with Disabilities Act. 10.16. Records and Inspections. All books, accounts, reports, files and other records in relation to this M&I Firming IGA shall be subject at all reasonable times to inspection and audit by the Parties throughout the term of this M&I Firming IGA and for a period of five years after the completion of this M&I Firming IGA. Upon request, a Party must produce the original of any or all such records for inspection. 10.17. Uncontrollable Forces. No Party will be considered to be in default in the performance of any of its obligations hereunder (other than obligations to make payments) when a failure of performance is due to Uncontrollable Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 155 of 256 Forces. The term "Uncontrollable Forces" shall mean any cause beyond the control of the Party unable to perform such obligation, including, but not limited to, failure of or threat of failure of facilities, flood, earthquake, storm, fire, lightning and other natural catastrophes, epidemic, pandemic, war, riot, civil disturbance or disobedience, strike, labor dispute, labor or material shortage, sabotage, terrorism, or restraint by court order or public authority, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority, which by exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Drought is not an Uncontrollable Force for the purposes of this M&I Firming IGA. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it is involved. 10.18.This M&I Firming IGA may be executed in counterparts, each of which shall be an original and all of which, together, shall constitute only one M&I Firming IGA. IN WITNESS WHEREOF, both Marana and the AWBA have executed this M&I Firming IGA. [Signature pages follow] Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 156 of 256 ARIZONA WATER BANKING AUTHORITY By:__________________________________ Thomas Buschatzke, Chair Date:________________________________ Attest: By:________________________________ Alexandra Arboleda, Secretary Date:________________________________ Approved as to Form: By: ____________________________ [Name], Counsel Date:________________________________ Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 157 of 256 TOWN OF MARANA By:_________________________________ Mayor Ed Honea Date:________________________________ Attest: By: ____________________________ David Udall, Town Clerk Date:________________________________ Approved as to Form: By: ____________________________ Jane Fairall, Town Attorney Date:________________________________ Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 158 of 256 Exhibit A Exhibit A to Marana Resolution No. 2022-106 Marana Regular Town Council Meeting October 18, 2022 Page 159 of 256      Council-Regular Meeting   C8        Meeting Date:10/18/2022   To:Mayor and Council Submitted For:David L. Udall, Town Clerk/Assistant Town Attorney From:Richelle Valenzuela, Executive Assistant Date:October 18, 2022 Subject:Approval of the Regular Council Meeting Summary Minutes of October 4, 2022, and Approval of Council Special Meeting Summary Minutes of October 5, 2022 (David L. Udall) Attachments Regular Council Meeting Summary Minutes, 10/04/2022 Special Council Meeting Summary Minutes, 10/05/2022 Marana Regular Town Council Meeting October 18, 2022 Page 160 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 1 of 9 MARANA TOWN COUNCIL REGULAR COUNCIL MEETING 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, October 4, 2022, at or after 6:00 PM Ed Honea, Mayor Jon Post, Vice Mayor Patti Comerford, Council Member Jackie Craig, 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 6:01 PM and directed Town Clerk to call the roll. Present: Mayor Honea, Vice Mayor Post, Council Member Craig, Council Member Comerford, and Council Member Ziegler. Excused: Council Member Kai and Council Member Officer. The Town Clerk stated a quorum was present. PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE: Led by Mayor Honea APPROVAL OF AGENDA Vice Mayor Post moved to remove Item C2 from the agenda and to otherwise approve the agenda as presented. Council Member Ziegler seconded the motion. Motion to remove Item C2 and otherwise approve the agenda passed, 5-0. DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 161 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 2 of 9 CALL TO THE PUBLIC PROCLAMATIONS PR1 Proclamation recognizing the week of October 9-15, 2022, as "Fire Prevention Week" (David L. Udall) Town Clerk/Assistant Town Attorney David Udall read the Proclamation, a copy of which is on file in the Town Clerk’s Office. MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS Council Member Comerford praised Vice Mayor Post’s pumpkin patch event and encouraged people to attend. Mayor Honea praised the pumpkin patch event. MANAGER’S REPORT: SUMMARY OF CURRENT EVENTS Town Manager Terry Rozema praised the pumpkin patch event. Mr. Rozema stated the Town issued 38 single-family residential permits in September. Last September, there were 159. He said there was a Sonoran Desert education hike event the previous week that was well attended. He stated the next Concerts in the Courtyard event was on October 20, 2022. Mr. Rozema said the Town’s annual Fall Festival event was coming up on October 15, 2022, and said it would begin at 2:00 PM. Included in the event will be the unveiling of the Man on the Horse statute and refurbished Pole Barn. Mr. Rozema said there was a blood drive scheduled for October 6, 2022. PRESENTATIONS CONSENT AGENDA C1 Resolution No. 2022-101: Relating to Special Events; approving and authorizing the Mayor to sign a license agreement between the Town of Marana and the Marana Health Center, Inc. allowing the Marana Health Center to utilize certain properties owned by the Town for its 2022 BalloonFest event (David L. Udall) [Item C2 was removed from the agenda.] DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 162 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 3 of 9 C3 Relating to Procurement; ratifying the Town Manager's approval of a change order to the Airport MIRL, PAPI, & Beacon Replacement (AP026) project in the amount of $35,008.00; authorizing the transfer of appropriations, if necessary, for the change order; and authorizing the Town Manager or designee to execute the necessary documents to effectuate the change order. C4 Approval of the Regular Council Meeting Summary Minutes of September 20, 2022 and Approval of Council Study Session Summary Minutes of September 13, 2022 (David L. Udall) Council Member Ziegler moved, and Vice Mayor Post seconded, the motion approving the Consent Agenda with Item C2 removed. Motion passed, 5-0. LIQUOR LICENSES BOARDS, COMMISSIONS AND COMMITTEES [Item B1 was removed from the agenda in advance of the meeting by way of an amendment to the agenda.] COUNCIL ACTION A1 PUBLIC HEARING: Ordinance No. 2022.013: Relating to Development; approving a rezoning of approximately 7.0 acres of land located south of Grier Road and east of Sanders Road from Zone A – Small Lot Zone and R-6 (Single- Family Residential) to Neighborhood Commercial (NC) (Brian D. Varney) Mayor Honea opened the public hearing at 6:13 PM. Senior Planner Brian Varney presented on this item. A copy of the PowerPoint presentation is on file with the Town Clerk’s Office. Mr. Varney said this rezoning request was submitted by Paradigm Land Design, LLC on behalf of the Barnett Family Trust. He said the subject property consisted of seven acres of land located at the southeast corner of Grier Road and Sanders Road. Current zoning for that land is R-6 (Single-Family Residential) and Zone A – Small Lot Zone. The applicant is requesting to rezone the subject property to Neighborhood Commercial (NC). The 2040 General Plan land use category for the subject property is Traditional Neighborhood (TN), which Mr. Varney stated accommodates the proposed rezoning. Mr. Varney explained that the subject property is bounded on the north by the Marana Town Center Specific Plan, on the west and east by Zone A – Small Lot Zone, and on the DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 163 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 4 of 9 south by the Villages at Barnett development, which is currently under construction. He showed a slide illustrating the preliminary development plan, and explained that the plan anticipates a mixture of residential-scale commercial uses and designates four pads from west to east as standard commercial uses with a fifth pad designated as standard office use. Mr. Varney stated the Planning Commission voted unanimously, 7-0, to recommend approval of this rezoning request. Vice Mayor Post asked if there was an improvement plan for Grier Road, since it is lower in elevation and floods consistently. He asked if this development would be involved in the improvement plan. Mr. Varney stated there is an improvement plan for Grier Road. Council Member Ziegler asked if the Grier Road improvements would occur at the same time the subject property is developed. Mr. Varney stated Grier Road in this area would need improvements for this project to go forwards and that Town staff would get back to the Council with more specific information. Mr. Paul Oland with Paradigm Land design highlighted the larger buffer and screen wall along the southern edge of the subject property along with the office-use condition on the pad to the east. Council Member Craig stated the proposed building height restriction was 35 feet or less. She asked if the buildings would be restricted to one-story. Mr. Oland stated it would depend on the end-user, but the 35-foot restriction allows for flexibility. Mayor Honea expressed concern regarding parking space. Mr. Oland said the concept plan includes cross-connectivity between the pads. Mayor Honea asked if access to the subject property was limited to Grier Road. Mr. Oland said that was the current plan. Mayor Honea closed the public hearing at 6:21 PM. Vice Mayor Post moved, and Council Member Ziegler seconded the motion, to adopt Ordinance No. 2022.013. Motion passed, 5-0. A2 PUBLIC HEARING: Ordinance No. 2022.016: Relating to Development; approving a rezoning of approximately 165 acres of land located east of Interstate 10, east and west of Adonis Road, and approximately 1.2 miles north of Tangerine Road from Zone E (Transportation Corridor) to R-4 (Residential), R-5 (Residential), and MR-1 (Multi-Family Residential) (Brian D. Varney) Mayor Honea opened the public hearing at 6:22 PM. DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 164 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 5 of 9 Senior Planner Brian Varney presented on this item. A copy of the PowerPoint presentation is on file in the Town Clerk’s Office. Mr. Varney stated this rezoning request was submitted by Paradigm Land Design, LLC on behalf of the property owner, CLB Real Property Holding Company, LLC. The request involved a rezone from Zone E (Transportation Corridor) to R-4 (Residential; Single-Family Residential), R-5 (Residential; Single-Family Residential), and MR-1 (Residential; Multi-Family Residential). The subject property is part of the Stonegate Master Plan, and it consists of 165 acres of land located east of Interstate 10, east and west of Adonis Road, and 1.2 miles north of Tangerine Road and has capacity for a maximum of 777 lots. The 2040 General Plan land use designation for the subject property is Traditional Neighborhood, which accommodates residential densities of 2.0 to 18.0 dwelling units per acre. Mr. Varney explained that the requested rezoning wraps around the Tortolita Shadows Specific Plan and the Rancho Marana Specific Plan areas. He showed a slide illustrating the preliminary development plan, and explained that the plan breaks the zoning districts into to 55.6 acres of R-4, 86.5 acres of R-5, and 10.2 acres of MR-1. Under the Stonegate Master Plan, the developer is permitted to develop up to 3,915 lots. Mr. Varney stated the Planning Commission voted unanimously, 6-0, to recommend approval of this rezoning request. Mayor Honea expressed concern regarding adequate water, wastewater, and drainage infrastructure in the area of the subject property. He asked if there is adequate infrastructure to accommodate this project. Mr. Varney said there was, and that there were improvement plans for the area. He said there is still a lot of work that needs to be done, but the applicant wanted to receive the rezoning first. Mayor Honea asked if part of the drainage for the subject property flowed through the Mandarina development. Mr. Varney said he believes it would, and that the applicant assured Town staff it has been working with the developer of Mandarina on this issue. Mayor Honea closed the public hearing at 6:26 PM. Council Member Ziegler moved to approve Ordinance No. 2022.016. There was no second. Council Member Comerford expressed infrastructure concerns in light of the large number of houses permitted. Mr. Varney said he believes the infrastructure will be adequate, and that the specifics would ultimately be determined at the platting process. He also confirmed the applicant understood that additional required infrastructure costs would come at the applicant’s expense. DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 165 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 6 of 9 Town Manager Terry Rozema clarified that the rezoning request did not add additional houses, but instead added additional acreage to the specific plan. Mayor Honea asked if there was a second to Council Member Ziegler’s motion. Council Member Craig seconded the motion. Mayor Honea asked if there was further discussion. Vice Mayor Post asked Mr. Oland what the developer of Stonegate was expected to contribute to alleviate traffic concerns. Vice Mayor Post expressed concern regarding the stress 4,000 additional lots would add to the Marana Road and Tangerine Road interchanges. Mr. Oland highlighted that this rezoning did not involve the entire Stonegate project, and that the portion of Stonegate not subject to this rezoning request was already zoned for over 3,000 units. He said he believed the developer would not build anywhere near the 3,915 permitted units. He further explained the developer will widen Adonis Road and Moore Road to four lanes, along with providing other improvements. Vice Mayor Post said road improvements would be fine for the Stonegate development, but expressed concern with increased traffic at the interchanges. Council Member Comerford and Mayor Honea also expressed concern with the traffic issues at the interchanges. Vice Mayor Post asked if the applicant would contribute monetarily to interchange improvements. Mr. Oland said he was not in a position to commit to monetary contributions. Development Services Director Jason Angell suggested that the item be continued to allow Mr. Oland time to consult with his client. Mayor Honea stated that the Town spent Town funds on Adonis Road and can’t afford to keep spending money up front. Council Member Ziegler said the reason the Town put forward the money for Adonis Road was because the Town owed a secondary access point the Adonis and San Lucas development residents. Mayor Honea asked if Council Member Ziegler or Council Member Craig would like to move forward with the proposed motion to approve the rezoning or if they would like to withdraw it. Council Member Ziegler withdrew her motion to approve. DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 166 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 7 of 9 Town Attorney Jane Fairall asked whether the Council preferred to continue the public hearing to a date certain or preferred to table the item and re-advertise the public notice for a later hearing. Mr. Angell suggested November 1, 2022 or November 15, 2022 as possible dates, if the Council preferred a date certain. Council Member Ziegler moved, and Vice Mayor Post seconded the motion, to continue Item A2 to the November 15, 2022 Town Council meeting. Mayor Honea reopened the public hearing at 6:44 PM and closed the public hearing at 6:44 PM. Motion passed, 5-0. A3 Ordinance No. 2022.017: Relating to Land Development; revising Marana Town Code Title 17 (Land Development), chapter 17-15 (Floodplain and erosion hazard management code), section 17-15-10 (Provisions for flood hazard reduction) to clarify timing of issuance of building permits and certificates of occupancy in special flood hazard areas; and designating an effective date (Jane Fairall) Town Attorney Jane Fairall presented on this item. Ms. Fairall explained that the proposed ordinance would revise the Marana Town Code to allow the Town to issue building permits at the time a developer obtains a Conditional Letter of Map Revision (CLOMR) from the Federal Emergency Management Agency (FEMA). Under the revised Code provision, certificates of occupancy would be withheld until the developer received the final Letter of Map Revision (LOMR) from FEMA. This change would allow development to occur at the developer’s own risk while waiting for the LOMR, and she said that internal policies would be developed to ensure the Town and its citizen’s were protected. Ms. Fairall explained the reason for the proposed change stemmed from the lengthy delays between the time FEMA issues CLOMRs and LOMRs. In response to a question by Mayor Honea, Ms. Fairall clarified that the proposed Code revision would not allow for certificates of occupancy before the LOMR is effective, but it would allow building permits if the developer was in possession of a CLOMR. Mayor Honea and Council Member Comerford expressed concern with the change, particularly regarding the risk to the Town in the event of a flood where the developer of a developed project did not have a LOMR. Ms. Fairall said this was a riskier approach than what is currently in Code, but said that internal policies, such as hold harmless agreements, would be in place to make sure the Town is protected. Ms. Fairall said the proposed process would be similar to what is done with variance requests. The difference DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 167 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 8 of 9 here is that this would be a blanket provision handled administratively by Town staff in place of variance requests coming before the Town Council. Council Member Ziegler asked who among Town staff would have the decision-making authority under the proposed Code change. Ms. Fairall stated it would be the Town Engineer. Council Member Ziegler said she would support the Town Engineer’s approval of such requests. Mr. Rozema explained that the required engineering and property improvements are put into place at the time of the CLOMR and then developers must wait for the actual LOMR. The Code revision would allow developers to begin construction on buildings while waiting for the LOMR. He further explained the change is consistent how other jurisdictions approach the issue throughout the state. Council Member Craig asked how often changes occur between the time CLOMRs are issued and LOMRs are issued. Public Works Director Fausto Burrell stated that in his experience, he has seen minor comments and changes but has never seen a LOMR rejected for not being constructed correctly. He explained that the CLOMR is essentially the design and the LOMR is the as-built for what was constructed. He further explained that as long as the LOMR meets and adheres to the design as established in the CLOMR, it has always been accepted. Vice Mayor Post moved, and Council Member Ziegler seconded the motion, to adopt Ordinance No. 2022.017. Motion passed, 5-0. ITEMS FOR DISCUSSION / POSSIBLE ACTION D1 Relating to Development and Public Works; update, discussion, and possible direction regarding public 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 update on public and private projects and development applications in the Town, as currently listed on the following website:https://marana.maps.arcgis.com/apps/Shortlist/index.html?appid=f7b306429 d29496797444b859afcc352. During his presentation, Mr. Angell answered questions about the various projects. 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. DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 168 of 256 Council Regular Meeting Summary Minutes October 4, 2022 Page 9 of 9 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). Mayor Honea asked for future agenda items. There were no future agenda items. ADJOURNMENT Mayor Honea asked for a motion to adjourn the meeting. Vice Mayor Post moved to adjourn the meeting. Motion passed, 5-0. Meeting adjourned at 7:05 PM. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council meeting held on October 4, 2022. I further certify that a quorum was present. ______________________________________ David L. Udall, Town Clerk DRAFTMarana Regular Town Council Meeting October 18, 2022 Page 169 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 1 of 12 MARANA TOWN COUNCIL SPECIAL COUNCIL MEETING 11555 W. Civic Center Drive, Marana, Arizona 85653 Marana Police Department Community Room, October 5, 2022, at or after 11:00 AM Ed Honea, Mayor Jon Post, Vice Mayor Patti Comerford, Council Member Jackie Craig, 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 11:06 AM and directed Town Clerk to call the roll. Present: Mayor Honea, Vice Mayor Post [present at 11:11 AM and not present sometime after approximately 12:05 PM], Council Member Craig, Council Member Officer, Council Member Comerford [present at 11:10 AM], and Council Member Ziegler. Excused: Council Member Kai. The Town Clerk stated a quorum was present. PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE: Led by Mayor Honea. APPROVAL OF AGENDA Council Member Ziegler moved, and Council Member Officer seconded the motion, to approve the agenda as presented. Motion passed, 6-0. Marana Regular Town Council Meeting October 18, 2022 Page 170 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 2 of 12 ITEMS FOR DISCUSSION/POSSIBLE ACTION D1 Relating to Parks and Recreation: Presentation, discussion and update regarding the Multi-Generational Community Center and Aquatics Facility project and possible direction related to budget authority and preferred amenities. Town Manager Terry Rozema provided opening remarks. Mr. Rozema said there have been many meetings with staff, the community, and stakeholders regarding this project, along with a visit up to a similar facility in Goodyear, Arizona. He said this meeting has two important focal points: facility amenities and cost. He explained that the $47 million included in the Master Plan would no longer be enough for the desired amenities due to subsequent increases in cost, and so a balance may be needed between cost and amenities. The goal of the meeting was to receive the Council’s guidance and direction. The project team was introduced as follows: • Mr. Mike Rosso Architect/Project Manager with Architekton, Inc. • Mr. John Kane, Architect with Architekton, Inc. • Mr. Ryan Grabe, Architect with Architekton, Inc. • Mr. Peter Nimmer, Senior Project Manager with Abacus Project Management, Inc. Mr. Nimmer was introduced as the Project Manager for the Town. Mr. Rosso provided a PowerPoint presentation on behalf of the project team, a copy of which is on file in the Town Clerk’s Office. He said the goals of the meeting were to: (1) provide the Council with an update on what has been done, (2) receive Council’s input, and (3) discuss and receive direction related to the budget for this project. (1) Goal 1: Update on what has been done Mr. Rosso summarized the Goodyear recreation facility tour and showed photographs of the Goodyear facility in the PowerPoint slides. He highlighted what Goodyear liked and disliked about the facility. He said Goodyear thought the lobby area could have been larger and that it should have been designed to give staff a better visual of the gym and other areas from the control desk. He said Goodyear felt the gym was always packed and wished they had constructed a third court. The fitness area was good and had a diversity of equipment that didn’t compete with local industry. Goodyear said if they were to do it again, Marana Regular Town Council Meeting October 18, 2022 Page 171 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 3 of 12 they would have straightened out the lazy river or eliminated it due to the amount of lifeguard staff required. Goodyear’s recreation pool with slides and a water feature was a big hit, as was the teen lounge. Goodyear felt the teen lounge could have been twice the size and said it gets used all the time. Goodyear’s competition pool was a 25-yard pool, which is likely the most multifunctional/multi-use kind of pool. Goodyear’s community room was booked every weekend and was a huge revenue generator. Mr. Rosso next summarized the visioning sessions, community outreach, and focus group efforts for this project. He said the goal of these efforts was to hear what the community wanted and explained the dot polling and image/conceptual boards. He said outreach events included a dive-in movie, geographical outreach, and time with Town stakeholders, including with Town staff, the Marana Chamber of Commerce, the Marana Unified School District (MUSD), Marana’s Police Department (MPD), and the Northwest Fire District (NWFD). Focus groups included seniors, teens, and youth, and they touched on aquatics, e-sports, and sports. Mr. Rosso showed a slide outlining the outreach timeline, stating there have been 11 outreach exercises thus far with additional outreach efforts scheduled for the evening of October 6, 2022 and for the Fall Festival event on October 15, 2022. There is also an online survey on the Town website for additional input. He explained that the results of these efforts led to the following discovered priorities: • Recreation amenities: indoor sports/multi-purpose courts, large open space, indoor track, functional/strength training, and holistic health/wellness studios. • Community amenities: multi-purpose community room, multi- purpose classroom, multi-purpose performing arts area, and teen room for computers/games. • Exterior amenities: community center/aquatic center/park, splash pad, parking lot transformation capability, sand sports, parking and transportation, field activities, and relaxation spaces. • Aquatic amenities: night swimming capability, competitive swimming, lazy river, ninja/interactive course, and ample shade and misters. A surfing wave pool was identified as a priority, but the project team decided it would not be feasible from a cost standpoint. • Architectural features: indigenous landscape, shade roof, daylighting, showcasing interior from exterior, and an interior/exterior opening wall. Marana Regular Town Council Meeting October 18, 2022 Page 172 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 4 of 12 Mr. Rosso showed the Preliminary Program slide and said the preliminary programing differed from the Master Plan. The program includes a larger lobby, three gymnasium courts instead of two, a larger walking track, a bigger cardio/functional training loft, a larger multi-purpose/community room, a 25- yard pool instead of a 50-meter pool, the bath house being located in shared locker rooms, and two bodies of water (a lap pool and a recreation pool with slides, a water resistance channel instead of a lazy river, etc.). Mr. Rosso said the community center square footage would be approximately 66,225 square feet and the aquatic center would be approximately 41,100 square feet, and that it was likely with certain circulation efficiencies to get the square footage of the community center down to 61,000 square feet. Mr. Rozema proposed a lunch break. Mayor Honea concurred and a lunch break was taken from 12:05 PM until 12:26 PM. During the lunch break, Vice Mayor Post left the meeting. Mr. Kane presented after lunch. He showed slides with concept depictions and said he would explain where the project is today. He said they went through a series of explorations and went over various schemes. He stated there was a lot of land to work with and that the desire was to have an urban-looking project that would be catalytic and attract other business development in the area. Mr. Kane said the building was positioned so that programs would be of interest to those on the sidewalk, so the sidewalk would be shaded, and for height comparisons with other buildings, and he showed a concept depiction with art murals along an exterior wall. He said the gym would be the primary element at the corner of Bill Gaudette Drive and Marana Main Street that would anchor the corner and provide a wonderful urban edge. He also discussed positioning the pools, parking, and other amenities, worked on the floor plan, lighting plan, and parking plan, and he showed various slides with design concepts. Please see the PowerPoint slides for these depictions. He said many schemes came forward and were combined throughout the process. Mr. Rosso stated that stakeholders were also involved. Mr. Kane showed the conceptual floor plan for the first floor of the facility and described the design of the lobby and front desk area. He said they were still determining whether the front lobby area should have an open concept that Marana Regular Town Council Meeting October 18, 2022 Page 173 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 5 of 12 showed off the entire facility or whether it should leave more of a surprise element as people walk through. He said they took solar orientation into account and the desire to have surveillance as centrally located as possible. He said there will be steps for people to sit on next to the gym. He described the lifeguard areas and office functions, changing areas, and restrooms that are designed to serve both the recreation center and the aquatics area. Mr. Kane showed the conceptual floor plan for the second floor. He described a studio exercise and fitness training loft area with great views of the Catalina mountains. He said the indoor track wraps around and above the gym and has views of the mountains/sunsets to the west and the Catalinas to the east. If the budget allows, they are considering expanding the track to go over the locker roooms. Mr. Kane then showed a series of conceptual design vignettes, which can be viewed in the PowerPoint presentation. Mr. Kane focused on efforts to invite people from Marana Main Street to the front door, including shading, a pocket park, a story wall, and as much glass as possible. He discussed various challenges in capturing views from all angles while still being cognizant of heat challenges with additional windows. He thanked the Council for their feedback during the presentation, which is included in Goal 2 below. (2) Goal 2: Council Input [as received throughout the presentation under Goal 1] Council Member Ziegler asked about Marana youth swim competitions. Parks and Recreation Director Jim Conroy said the goal was to host youth swim events at the 25-yard multi-purpose pool and to not have to turn anyone away, as could be the case with a 50-meter competition pool. Mayor Honea asked if there would just be one pool, and Mr. Conroy stated there would be two: a 25-yard multi-purpose pool and a recreation/play pool with a zero -degree entry and water features, including a water resistance training feature (instead of a la zy river due to staffing concerns). Mayor Honea expressed concern that the 25-yard pool would be too small. Mr. Conroy stated it would be a 10-lane pool that could be used for competition and other activities, including concurrent activities. Vice Mayor Post expressed concern that unique water features may attract too many people from outside Marana and that the facility could become overcrowded. Mr. Conroy explained access to the facility could be restricted to Marana Regular Town Council Meeting October 18, 2022 Page 174 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 6 of 12 Town residents and that a fee schedule would be brought before Council at some point in the future. Council Member Ziegler expressed concern at the facility not being open to everyone. Mr. Rozema explained that a fee associated with membership would deter people who live far away and that a higher fee could be charged to non - residents as an alternative to not allowing non-residents in the facility. He said non-residents have contributed to the facility through paying the half-cent sales tax. Council Member Ziegler stated she did not want to do what Goodyear had to do in subsequently restricting access after opening due to over-demand. Mr. Rozema stated the Town was not as populated as Goodyear, Arizona, and that our facilities would be similar to the YMCA. He stated that the YMCA generally does not feel overcrowded. Council Member Officer suggested a possible restriction based on ZIP code. Deputy Parks and Recreation Director Wayne Barnett said that Goodyear allows members to bring non-resident guests to the facility and allows for scheduled sessions to prevent overcrowding. Mayor Honea recommended the Town build a state of the art center and then figure out ways to control access if it ends up becoming overcrowded. Council Member Ziegler commented that this was a good problem to have. Council Member Craig asked if there would be restrooms in the pool area. Mr. Rosso said there would be around four restrooms to serve the pool deck. Another feature of the facility included gates to close off the bodies of water from the locker rooms so those restrooms could still be used without fear of people drowning when the pools were closed. Council Member Ziegler asked if the lobby/teen room area was free or if payment was required for these areas. Mr. Kane stated these areas were free, similar to the Goodyear facility. Mayor Honea said Goodyear thought their teen room was too small, and it was a good-sized room. He said Marana has around 2,000 school-aged youths with Marana Regular Town Council Meeting October 18, 2022 Page 175 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 7 of 12 laptops within walking distance of the facility, so the teen room needs to be large and equipped with excellent Wi-Fi. Mr. Kane agreed. Mayor Honea asked if there was one way into the facility with regards to security. Mr. Kane said there was generally one way in, but there was a corridor that leads out the back through gate controls, similar to Goodyear. Mayor Honea stated security is really important, and he asked whether personnel would be stationed at both access points. Mr. Kane said a lifeguard station would serve as a control point, but that otherwise the project has not reached that level of detail yet and that the concern would be taken into account. In response to questions from Council Member Comerford and Council Member Officer, Mr. Kane stated the current plan was to have the outside bottom floor walls to consist as much as possible of glass and said there would be a border of trees. He showed concept depictions of the exterior and interior of the facility. Council Member Comerford commented that the glass must be good quality so it doesn’t get hot in the facility. Council Member Ziegler complimented the concept design photos. Council Member Comerford expressed concern at the potential volume level inside the facility. Mr. Kane explained that acoustic surfaces would likely be used, like in Goodyear, to absorb sound, but stated the project ha d not reached that level of detail yet. Mayor Honea asked if the wall dividing the indoor courts from the outside could be designed to open up to combine the outdoor courtyard with the courts for really large events, such as Founders’ Day or the Holiday Festiva l. Mr. Kane explained that would interfere with the urban design concept and that flood plane issues would make it difficult. Council Member Ziegler suggested opening the facility up during those events on a limited capacity, such as for restroom use. Mr. Rozema explained that it would be very expensive for a glass interior/exterior wall to be constructed. Mayor Honea suggested large doors as an option to allow access to the gym during large events. Council Member Comerford asked about the possibility of an outdoor amphitheater. Mr. Rosso explained the project is required to have a retention Marana Regular Town Council Meeting October 18, 2022 Page 176 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 8 of 12 basin due to floodplain concerns, and that additional monies could be expended to shape the retention basin into an amphitheater. Mr. Conroy said they have been spending a lot of time looking at including an amphitheater, and he thinks it is a great idea if the Town can afford it. He and Council Member Comerford discussed the possibility of partnering with MUSD, the Marana Health Center, or NWFD with regards to the amphitheater. Council Member Craig commented that the primary concern for the fitness part of the building was the urban look with glass walls. She did not want any building design alterations that make the courtyard accessible to the gym to dilute the urban look. Mr. Conroy commented that the gym flooring was made of very durable material and can handle anything, and that how that flooring is accessed is a detail that needed to be fleshed out. Council Member Ziegler commented that she hoped this facility would be an “if you build it, they will come” moment for attracting businesses to Marana Main Street. Mr. Rozema said that in speaking with others, the exterior aesthetics of the facility would likely be a major factor in whether they are inter esting in bringing businesses to the vicinity. Council Member Ziegler commented that it would be nice to have restaurants nearby and hoped street crossing would be made easy. (3) Goal 3: Budget Discussion Mr. Nimmer provided a presentation on the cost estimate (for more information, please see the PowerPoint slides). The updated cost of the facility is almost $60 million. He said they should have a contractor on board next month and a guaranteed maximum price by May of 2023. Council Member Ziegler commented that the project went from $44 million to $47 million and now to $60 million. Mr. Nimmer stated no one could have imagined how much costs increased over the last two years with inflation. He said people believe things are slowing down, but no one can with certainty predict the future. He also explained that the cost estimate is very conceptual at this stage. Marana Regular Town Council Meeting October 18, 2022 Page 177 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 9 of 12 Mr. Rosso explained that these numbers are Master Plan numbers escalated to 2023 numbers. Mayor Honea stated that the Town is building a much different structure than those being built and replicated in Maricopa County. He said the Town has an identified funding source, and that there is no restriction on when the building needs to be paid off. He said the decision could be made for the building to be paid off over additional years in order to get the facility the Town wants. With an identified funding source, the other operations of the Town would not be affected. He said that, if needed, the Town could use reserve funds for the project and pay the reserve back with the half-cent sales tax revenue. Mayor Honea was of the opinion that the Town should build the best center it could build. He said the biggest complaint about the Goodyear facility was that it was too small and running out of space a month after it opened. He said the Town needs to build a bigger facility. He said the Town should do it correctly and not worry about the extra cost, and that costs go up and down and may go down next year if the economy crashes. Council Member Comerford agreed with Mayor Honea and said we wouldn’t want to regret the decision down the road. Mr. Nimmer stated that both the current design and program price from two years ago are around the same cost, and that the design team has done a good job of keeping the scope as costed-out the same. He said nothing could be done about the increase in prices due to inflation. Mayor Honea asked how long design and construction would take. Mr. Nimmer said we are at a point where direction from Council is needed before the project moves forward, and the impression he is getting so far is that there is not a need to scale back the project. They are currently in the design period, and he stated that construction likely would start in about 10 months with 15 months of construction time. The likely completion date would be Fall of 2024. Council Member Ziegler asked how materials would be procured Mr. Nimmer said the Town will hire a construction manager at risk (CMAR) who will handle the procuring of materials. He also explained there were procurement methods that could cut costs to the Town. Council Member Ziegler commented that she Marana Regular Town Council Meeting October 18, 2022 Page 178 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 10 of 12 would like to explore options of cutting out middlemen to reduce costs. Council Member Comerford said the Town did something similar when constructing Town Hall. Mr. Rosso explained that the estimates are based on their best guess, and that today’s dollars are being used to estimate tomorrow’s dollars. If there is a crash, costs could come down, but they don’t want to be in a position where they underestimated the costs. Council Member Ziegler asked about the public art policy and Mr. Rozema explained that the concept mural on the wall as you come into the building was one idea. He said the policy could be satisfied through art or architecture. Additionally, Mr. Rozema mentioned that the art could be an opportunity to incorporate Heritage from the Strategic Plan. At Mr. Conroy’s request, Mr. Nimmer explained the timeframe for getting a CMAR on board. Mr. Nimmer said there are three strong companies being considered and said one would likely be selected by mid-November. The CMAR will assist in the design process and help with materials, suppliers of materials, and with pricing. He said all three bidders have virtual design capacity and will be heavily involved in the design. He explained that if the Town is not happy with the CMAR, the Town can go with another contractor. He explained the contractor will be responsible for raising the building out of the floodplain, explained the scoring process, and said the Town will be part of selecting the contractor. Discussions ensued about the next steps in the procurement process. Mayor Honea said citizens should receive some return on their investment as soon as possible. He said they do not see the design process, but they will see when the construction begins. Mr. Rozema said he believed he had a good sense of direction from the Council and summarized the following points to be sure: • The Council is comfortable with the amenities discussed, described, and depicted at the meeting today (with the understanding that around five acres of space outside of the aquatics center and recreation center won’t be addressed right away, such as an amphitheater, sand volley ball court, etc.). Marana Regular Town Council Meeting October 18, 2022 Page 179 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 11 of 12 • The Council is comfortable with Mayor Honea’s desire to spend approximately $60 million on the project instead of scaling it back to remain within the previously discussed budget. Council Member Craig stated she was in agreement and liked the new design. Council Member Comerford was in agreement and did not want to be sorry later if they chose to scale down the project now. Council Member Ziegler said she was in agreement and liked what she was shown. She thanked Mr. Conroy and the design team. She said the half-cent sales tax will sunset once the facility is paid for and asked Mr. Montague how long the half-cent sales tax would need to be in place for the $60-million project. Mr. Montague estimated it would take roughly nine years. Discussion ensued regarding the sunset clause, and it was determined after locating Ordinance No. 2021.022 that Section 4 required the Town to rescind the tax once the facility was paid for. There was consensus among the Council Members present regarding the two points summarized by Mr. Rozema above. Mr. Rozema thanked all involved in the project and praised the speed at which it was moving. He said he felt it would be a great amenity and centerpiece in the Marana community and that it was important to get it right the first time. He said Town staff and the project team would take the direction received from Council and run with it. 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. 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 me eting after the date of the request, pursuant to Marana Town Code Section 2-4-2(B). ADJOURNMENT Mayor Honea asked for a motion to adjourn the meeting. Marana Regular Town Council Meeting October 18, 2022 Page 180 of 256 Special Council Meeting Summary Minutes October 5, 2022 Page 12 of 12 Council Member Ziegler moved, and Council Member Officer seconded the motion, to adjourn the meeting. Motion passed, 5-0. Meeting adjourned at 1:50 PM. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council special meeting held on October 5, 2022. I further certify that a quorum was present. ______________________________________ David L. Udall, Town Clerk Marana Regular Town Council Meeting October 18, 2022 Page 181 of 256      Council-Regular Meeting   A1        Meeting Date:10/18/2022   To:Mayor and Council From:Brian Varney, Senior Planner Date:October 18, 2022 Strategic Plan Focus Area: Not Applicable Subject:PUBLIC HEARING: Ordinance No. 2022.021: Relating to Development; approving a modification of a rezoning condition of Marana Ordinance No. 2004.07, which approved the rezoning for the 104-acre Willow Ridge development, to delete a condition that prohibits two-story construction within 300 feet of Cortaro Farms Road as it applies to Block B of Willow Ridge, a 3.60-acre parcel located at the southwest corner of Cortaro Farms Road and Sandy Desert Trail (Brian D. Varney) Discussion: Request A.23 Studios is requesting approval to modify Condition No. 6 of Marana Ordinance No. 2004.07, adopted by the Marana Town Council on April 20, 2004, approving a rezoning for the 104-acre Willow Ridge development. Condition No. 6 of the rezoning ordinance stipulates the following: "No two-story construction shall be provided within three hundred (300) feet of Cortaro Farms Road on the north and along the westerly property line, as delineated in the site analysis and tentative development plan". The applicant is requesting a modification to Condition No. 6 that would allow two-story construction within 300 feet of Cortaro Farms Road only on the 3.60-acre, Block B of the Willow Ridge Final Block Plat, located at the southwest corner Cortaro Farms Road and Sandy Desert Trail. Block B is zoned Neighborhood Commercial (NC) and the approved rezoning established a maximum building height of 24-feet within the NC zoning area. The property owners would like to develop the site with two-story home products and find the 24-foot height allowance adequate for their planned residential product but feel Marana Regular Town Council Meeting October 18, 2022 Page 182 of 256 the 24-foot height allowance adequate for their planned residential product but feel they are unable to develop the site with a two-story prohibition.     Marana General Plan The 2040 Marana General Plan designates Block B the land use category of Commercial (C). Surrounding Land Use and Site Characteristics Block B is bordered on the north by Cortaro Farms Road. Beyond Cortaro Farms Road is land zoned R-144 Residential that has been developed with single-family residential land uses as well as the campus of the New Life Bible Fellowship Church. East of the subject property is Sandy Desert Trail, a collector street that serves the residential development and Tucson Community Church south of Cortaro Farms Road. Beyond Sandy Desert Trail is a commercial zoned property that remains undeveloped, as well as a few lots of the Willow Vista residential development. Block B is bordered on the south and west by single-family residential land use, including a strip of subdivision common area land adjacent to  Willow Park Way right of way and residential lots within the 155-lot Willow Ridge Commons subdivision containing both single-story and two-story homes. Land Use and Analysis Staff review of the documents pertaining to the 2004 rezoning of Willow Ridge revealed the zoning condition restricting two-story construction within a depth of 300 feet along the west and north property boundaries of the rezoning area, was proposed by the property owner in an effort to maintain potential mountain views of the residents of the Oshrin Park subdivision in Pima County, south and west of Willow Ridge. After review of the staff reports, meeting minutes, and other documents in the project file, it is unclear whether the restriction was self-imposed by the property owner or made as a concession to a request from nearby property owners. The restriction was included in the staff reports to both the Planning Commission and the Town Council, thereby, indicating that the restriction was probably not imposed by either body. The general area surrounding the site has changed considerably over the past 18 years including major improvements to Cortaro Farms Road, the development of church sites north of Cortaro Farms Road, and the build-out of Willow Ridge Commons subdivision with a large quantity of two-story homes.  A review of the site and surrounding area indicates that visibility to the north and east from Oshrin Park is probably more significantly impacted by development within the subdivision of Willow Ridge Commons than from similarly sized development adjacent to Cortaro Farms Road.  Due to the fact that the subject property is zoned Neighborhood Commercial (NC) and building heights shall be restricted to 24 feet per Condition No. 7 of the rezoning ordinance, the applicant feels that two-story construction on the 3.60-acre parcel, adjacent to an arterial roadway and among other buildings of similar or greater height, should not present negative impacts to the neighborhood. Marana Regular Town Council Meeting October 18, 2022 Page 183 of 256 Citizen Participation The applicant reached out to the Willow Ridge Homeowner's Association to inform them of the proposed modification. Clare Graziano of the association responded with no concerns. She gathered additional information regarding the request in case inquiries were received from the residents of Willow Ridge.     Public Notification This public hearing was appropriately noticed in The Daily Territorial, and all property owners within 300 feet of the boundary of the rezoning area were noticed by United States mail of the date, time, and topic of the public hearing. Additional notice was posted at various locations within the community. Staff Recommendation: This is a discretionary item for the Town Council to consider. Should the Town Council choose to approve this item, staff recommends the approval be subject to the conditions set forth in the draft ordinance attached.   Planning Commission Recommendation  The requested modification was considered at a public hearing before the Marana Planning Commission on September 28, 2022. The Planning Commission voted unanimously 6-0 to recommend to the Town Council approval of the requested modification subject to the recommended conditions.   Suggested Motion: I move to adopt Ordinance No. 2022.021, approving the Willow Ridge Zoning Ordinance Condition Modification subject to the recommended conditions in the draft ordinance.  Attachments Ordinance No. 2022.021 Exhibit A and B to Ordinance PCM2209-001 WRZCM Location map PCM2209-001 WRZCM Application PCM2209-001 WRZCM Project narrative Ordinance No. 2004.07 PCM2209-001 WRZCM TDP Rezoning Marana Regular Town Council Meeting October 18, 2022 Page 184 of 256 Ordinance No. 2022.021 - 1 - MARANA ORDINANCE NO. 2022.021 RELATING TO DEVELOPMENT; APPROVING A MODIFICATION OF A REZONING CONDITION OF MARANA ORDINANCE NO. 2004.07, WHICH APPROVED THE REZONING FOR THE 104-ACRE WILLOW RIDGE DEVELOPMENT, TO DELETE A CONDITION THAT PROHIBITS TWO-STORY CONSTRUCTION WITHIN 300 FEET OF CORTARO FARMS ROAD AS IT APPLIES TO BLOCK B OF WILLOW RIDGE, A 3.60-ACRE PARCEL LOCATED AT THE SOUTHWEST CORNER OF CORTARO FARMS ROAD AND SANDY DESERT TRAIL WHEREAS the Mayor and Council of the Town of Marana adopted Marana Ordinance No. 2004.07 on April 20, 2004, approving a rezoning of approximately 104.6 acres of land located along the south side of Cortaro Farms Road east of Hartman Lane and west of Star Grass Drive, known as Willow Ridge, from R-144 (Residential, Single- Family) and R-36 (Residential, Single-Family) to NC (Neighborhood Commercial), R-6 (Residential, Single-Family), and R-16 (Residential, Single-Family); and WHEREAS approval of the rezoning was subject to a number of conditions including Condition No. 6 which states “No two-story construction shall be provided within three-hundred (300) feet of Cortaro Farms Road on the north and along the westerly property line, as delineated in the site analysis and tentative development plan”; and WHEREAS, on September 14, 2005, the Final Block Plat for Willow Ridge Blocks A through F was recorded in the office of the Pima County Recorder at Book 60 Maps and Plats Page 22; and WHEREAS Town staff has received an application from A.23 Studios representing the property owner of the property identified as Block B on the Final Block Plat for Willow Ridge (“Block B”) to delete Condition No. 6 of Ordinance No. 2004.07 as it applies to Block B; and WHEREAS Block B is a 3.60-acre parcel located south of Cortaro Farms Road and west of Sandy Desert Trail, more particularly described in Exhibit ‘A’ and depicted in Exhibit ‘B’ attached to and incorporated in this ordinance by this reference; and WHEREAS the Marana Planning Commission held a public hearing to consider this requested modification on September 28, 2022, and voted unanimously 6-0 to recommend that the Town Council approve the requested modification; and Marana Regular Town Council Meeting October 18, 2022 Page 185 of 256 Ordinance No. 2022.021 - 2 - WHEREAS the Marana Mayor and Town Council held a public hearing on October 18, 2022 to consider this requested modification and determined that it should be approved. NOW, THEREFORE, BE IT ORDAINED by the Mayor and Council of the Town of Marana, Arizona, as follows: Section 1. Section 2, Condition 6 of Marana Ordinance No. 2004.07 is hereby deleted only as it applies to Block B of the Final Block Plat for Willow Ridge Blocks A through F. The condition shall remain in place for all other portions of the Willow Ridge Final Block Plat that are subject to the condition. Section 2. All ordinances, resolutions and motions and parts of ordinances, resolutions, and motions of the Marana Town Council in conflict with the provisions of this ordinance are hereby repealed, effective as of the effective date of this ordinance. Section 3. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 186 of 256 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; 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. Form 5030000-EX (1-31- 17) Page 5 ALTA Commitment for Title Insurance (8-1-16) Exhibit A ALTA Commitment for Title Insurance ISSUED BY as agent for FIRST AMERICAN TITLE INSURANCE COMPANY Exhibit A Commitment Number: 505-246905 DJ - SS EXHIBIT A Legal Description The land referred to herein below is situated in the County of Pima, State of Arizona, and is described as follows: Block B of WILLOW RIDGE, a subdivision of Pima County, Arizona, according to the map or plat thereof of record in the office of the County Recorder of Pima County, Arizona, in Book 60 of Maps and Plats at page 22 thereof. Exhibit A to Marana Ordinance No. 2022.021 Marana Regular Town Council Meeting October 18, 2022 Page 187 of 256 1111.11 I~I~IIIIIIIIIIIIIIIIIII I I I 45.0' OF PUBLIC ROW TO BE DEDICATED ~ I I ' ~ liTO TOWN OF MARANA BY THIS PLAT ~ I . I . I ~ I I. ~: I~ : BLOCK B ~ I l1J I t') I 184,856.92 SF mol I ~ : AREXR&~5IC~~~ tb24Rt~ 0.64 AC t; a I ;; NET AREA 3.60 AC I; I ;;: ~ : UNSUBDIVIDED NC ~ I ~ I ZONING ~ I jJ I... 30' PUBLIC .wATER EASfMENT mz I I BY THIS PLAT a . I SOO'30'10"E 439.76' I I Si I@ I , I I I L I I II1-- I I I II . oc). I I' Ld to, r-I j) OC)' Z' I~ I~ o I~ 0::; o lu I I I I I I I I I I I I I I I I I I I I I I l1<=1 II~ Il~ I ~:s: I III I ~ I ~ I liB I(/) 30' EXIST ROW (BK 2 PG 123 RM) NE: SE:E: SHE:U .3 IIIII~IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIJII'IIIIIII_III.II I I z:!:i1wl I 1 OC) "I 00 QQ o / " / I .flmE-~ '<t"I 0 ~ I ~ : ~ 1)4:>/ "\" / ' I 1--.:1 c::i:\ I I s.~~'k' s; // I I !;2 !;2 I TOWNJ~ F MARANA, TOWN ~-'MI~ SW ~: ~25'R1GHT -OF -EASEMENT :t l:t BOOK 107, PG 151 5:5: t>P , // I I I 1 ~I~I I 1:-4 I 1 oro' f/ b ~ I II ....::j c::i:\ ,I ~ Ic::i:\ I 0::;, I f- -- - --- -- ---- ---1 ~ I I I I ~: I La.. I I b t(":)' b c::i:\ I ~ I t-< / 1~/ ... 1 "': ...1 '" 4500' :.: a. H 3 ~ ( )- --- - - + - - - - _"ooo~' I · rl- 1/ ''-.. ''-.. __ \ / I I 1 . I I~ 9. I \ ~--. '-.., \ ( 1:-4 I 1:-4 0 I I I I 16 {!II \ ~ I 0 C\1 I 0 0 I1<::5 ~I E-4 I <r: ....:J c::i:\ ~ I~' ~/ \ 0 CVJ I UJ : ,..- I II "(f~1 \ ~ c::i:\ : 0 I 1 I 0 I _. ~.. __. __ __ __1__ __ _._... _.. _ _ _J t%? Iv'; \- --'- -- .-- --- .- ---. -'1 ~ f-It:). t#/ \ I ~':d IIl.t) . I I (:l4 I 1:-4 \ 1:-4 I ~ I I \ 0 CVJ 0 ~l I <d I I' C'I \ ~ ~ I II,~ $'/ \ ~ ~ ) ~ II~ ~/ \ 11\"" ,~I \ __./j ~ I l.t) 0 / \ _-...----. ..-~ I I~ '09 1 \ /..-"- \ 1'.\\ <r: 1 1 <r) / \ .~""'. ,"', 1\11 r:: r~_.,._. U I II ,,'" 1/ L /. /. / <"":. ._.- . S:,~'0:: \::~---- " I :I / 8 C\1 /' y. /// I 1IH ~ //. /'.. I I I 1 I 1 Fa. #4 REBAR / . / / / 2~?~:_ __jl I 1/ I . I I / I I I / / 5Q / Fa. #4 REBAR . / LS 27739 (ritNJ) I CD / E--I I I UjC\J/O..-l flfjfffr' / ~ to I' I Q!i I'-. I I I IaC\J I I II F;; IJ--- ....-. -....- ""',,- --- --- 1"'-"1 I I I--l II <r: I I~I I I I'~' I b : ::s I H<:D :~I 1 IUIII I I 1 I I 1 1 I I I M.4]i11111I11111I1111111111111111111111111 SHEETFLOOD AREA WITHIN BLOCKS 'A' AND 'B' PROPER1Y BOUNDARY 0<1 FOOT PER APPROVED DRAINAGE REPORT) I ZONING BOUNDARY I I I 1 I I I 1 NIltOl q: I I to 1 I I 1 I I I 1 I I I I I 1 I I I 45.0' OF PUBLIC ROW TO BE DEDICATED TO TOWN OF MARANA BY THIS PLAT 30' EXIST ROW (BK 2 PG 123 RM) l-- Z LLI t" w..- 0 0::: 0 wo.. iJ to N j) tn'"" x\;;C Wo In t') FND #4 REBAR FND #4 REBAR LS 27739 ACCEPTED ) 1:-4 00 H''''''''i t<J ad Q WEST QUARTER CORNER SECTION 25 FND 2" BCSM, 0.5' BELOW SURFACE P:\lobs\t50 Willow Ridge llIock Plat\cadlFlNAL BLOCK PLA'riBPI.-2,dwg. 8/8/2005 2:11:20 PM, 11ll' BLOCK A 2,626,761.36 SF GROSS AREA 60.30 AC AREA DEDICATED TO ROW 2.69 AC NET AREA 57.61 AC UNSUBDIVIDED R6 ZONING SEE DETAIL "A" EXIST. 3D' INGRESS, EGRESS EASEMENT BOOK 27 PG. 26 M&P 1 I I r-----.J N 39'17'35" W 138.59' N 39'19'18" W 77,46' 1:-4 Oc::i:\ C\1 r.:1 H r: C) OSHRIN PARK LOTS 1-:)0 BK 25, PG 67 M&P 2--- EXIST. 30' INGRESS, EGRESS EASEMENT BOOK 27 PG. 26 M&P DKT 1236, PG 433 EXIST. WELL SITE EXIST. Wi)fER \ EASEMENT \ DKT ;1 063, \ PG 1918 , E-; ; \ OCVJ; : H ~ ; I TOWN \PF MARANA. TGWN LIMITS I S ~ : H ~ I 1:-40 "" ~ \-- ~ J __ -.-1t / " __ _ - IH~ / ~ \_'-~- II ' U r . I I--l ! II \P:::/ I 1 ~ I E-; II 1<r:1 OH'J I I I~I H~ I I~I I I E-; I~~I : y Cii'~ I 3 :; i :j :..-- -'- ,--- ---- --- -': I :=; )--- ---- -.... --- --'" --.1 I cJ 1 1 I U fl1.Iro Illro Or-:t').~ N FD. #4 REBAR LS 4785 (ACCEPTED SUBDIVIDED SH ZONING 300 Scale r = 100/ FO. #4 REBAR LS 27739 (ACCEPTED) FINAL BLOCK PLAT WILLOW RIDGE BLOCKS A THRU F A PORTION OF SECTION 25, TI2S, R12E, G&SRM, THE TOWN OF MARANA, PIMA COUNTY, ARIZONA OSHRIN PARI< LOTS 3'1 113 BK 27, PG 2R M&P FO. #4 REBAR PE 1260 (ACCEPTED) FO. #4 REBAR LS 27739 (ACCEPTED) WELL sm:: FD. #4 REBAR LS 27739 (ACCEPTED) EXIST WATER EASEMENT DKT 1063, PG 1918 DETAIL "An PRV-.04124F PAGE NTS CPE Consultants, LLC 1555 EAST BROADWA Y TUCSON, ARIZONA 85719 520.545.7001 BOOK Lt..! 50.00' 4 REBAR NOO'31'31"W 30.00' NTS DATE AUGUST 2005 CPE JOB NO. 150 SCALE: 1"=100' SHEET OF 2 4 c..? t:l.t o o o::l Exhibit B to Marana Ordinance No. 2022.021 Marana Regular Town Council Meeting October 18, 2022 Page 188 of 256 © Latitude Geographics Group Ltd. 0.3 THIS MAP IS NOT TO BE USED FOR NAVIGATION WGS_1984_Web_Mercator_Auxiliary_Sphere Miles0.3 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. 0.140 1:9,028 PCM2209-001: Willow Ridge Zoning Condition Modification Town of Marana Planning Marana Town Limits Parcel Labels Parcels (Black) Cortaro Farms Road Sandy Desert Tr.Cortaro Farms Rd.Camino de OesteC e r i u s S t r a v e n u e P C M 2 2 0 9 - 0 0 1 I n t e r s t a t e 1 0 Marana Regular Town Council Meeting October 18, 2022 Page 189 of 256 amendment to zoning ordinance, see narrative a23 Studios/Burak Bekat (#54899)Burak Bekat 711 E 9th St Tucson AZ 85719 burak@a23studios.com 520-245-4010 Marana Regular Town Council Meeting October 18, 2022 Page 190 of 256 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a.23 studios • 711 E. 9th Street Tucson, AZ 85719 • p. 520.471.7429 • e.cade@a23studios.com • Pg 1/1 Amendment Request Project: Cortaro Residences Subject: Marana Ordinance 2004.07 Town of Marana Date: September 9th, 2022 Issued by: Cade Shaw Attn: Town of Marana Development Services I am writing to you to request an amendment to Condition 6 of Zoning Ordinance No. 2004.07. The condition reads as follows: “No two-story construction shall be provided within three hundred (300) feet of Cortaro Farms Road on the north and along the westerly property line, as delineated in the site analysis and tentative development plan.” Our client, ADG Cortaro LLC, hopes to propose the construction of townhomes on parcel #221-18-4410. To achieve a needed increase in housing supply, while keeping the project economically viable, we are requesting an amendment that would allow two- story construction that does not exceed the height restriction outlined in Condition 7. The proposed project would satisfy all the other conditions specified in this section. Please let me know if there is any additional material you need from us. I can be reached from the contact methods included in the footer of this document. We hope the Town of Marana will consider our request regarding this amendment. Thank you, Cade Shaw Marana Regular Town Council Meeting October 18, 2022 Page 191 of 256 F. ANN RODRIGUEZ, RECORDER RECORDED BY: TFM DEPUTY RECORDER 8047 PE2 SMARA TOWN OFMARANA ATTN: TOWN CLERK 13251 N LON ADAMS RD MARANA AZ 85653 DOCKET: 12292 PAGE: 6656 NO. OF PAGES: 8 SEQUENCE: 20040841064 04/30/2004 ORDIN 16:45 MAIL AMOUNT PAID $ 9.50 MARANA ORDINANCE NO. 2004.07 RELATING TO DEVELOPMENT; REZONING THE 104.6-ACRE WILLOW RIDGE PROPERTY ALONG THE SOUTH SIDE OF CORTARO FARMS ROAD EAST OF HARTMAN LANE AND WEST OF STAR GRASS DRIVE TO R-6 (60.8 ACRES), R-16 (34.1 ACRES) AND NC 9.7 ACRES). WHEREAS, Ron Asta represents the property owners of approximately 104.6 acres of land located within Section 25, Township 12 South, Range 12 East, as described and depicted on Exhibit A", attached hereto and incorporated herein by this reference; and WHEREAS, the Marana Planning Commission held public heatings March 31, 2004, and at said meeting voted to recommend that the Town Council approve said rezone, adopting the recommended staff conditions; and WHEREAS, the Marana Town Council heard from representatives of the owner, staff and members of the public at the regular Town Council meeting held April 20, 2004 and has determined that the rezoning is in conformity with the General Plan and should be approved, subject to conditions. NOW, THEREFORE, BE IT ORDAINED by the Mayor and Council of the Town of Marana, Arizona, as follows: Section 1. The zoning of approximately 104.6 acres located within Section 25, Township 12 South, Range 12 East, on the south side of Cortaro Farms Road, east of Hartman Lane and west of Star Grass (the "Rezoning Area"), is hereby changed from Zones "R-144" (Single Family Residential, 144,000 sq. ft. minimum lot size) and "R-36" (Single Family Residential, 36,000 minimum lot size) to 9.7 acres of"NC" (Neighborhood Commercial), 60.8 acres of"R-6 (Single Family Residential 6,000 sq. ft. minimum lot size) and 34.1 acres of"R-16 (Single Family Residential 16,000 sq. ft. minimum lot size). Section 2. The purpose of this rezoning is to allow the use of the Rezoning Area for single family detached homes and Neighborhood Commemial, subject to the following conditions, the violation of which shall be treated in the same manner as a violation of the Town of Marana Land Development Code (but which shall not cause a reversion of this rezoning ordinance): Compliance with all provisions of the Town's codes, ordinances and policies of the General Plan as current at the time of any subsequent development, including, but not limited to, requirements for public improvements. Marana Ordinance No. 2004.07 Page 1 of 4 Marana Regular Town Council Meeting October 18, 2022 Page 192 of 256 2. Subject to Article 5 of the Willow Ridge Development Agreement, this rezoning is valid for five years from the date of Town Council approval; if the developer fails to have a final subdivision plat recorded prior to the five years the Town may initiate the necessary action to revert the property to the original zoning, upon action by the Town Council. 3. The ultimate development proposed by this rezoning shall be consistent with the adopted Willow Ridge Development Agreement. 4. The applicant shall provide a direct connection from the south extension of Camino de Oeste to Pima Farms Road, including the dedication of right-of-way at no cost to the Town substantially consistent with the Tentative Development Plan. This will provide access to a signalized intersection for the surrounding residents, at the extension of Camino de Oeste and Cortaro Farms Road. 5. The property owner shall not cause any lot split of any kind without the written consent of the Town of Marana. 6. No two-story construction shall be provided within three hundred (300) feet of Cortaro Farms Road on the north and along the westerly property line, as delineated in the site analysis and tentative development plan. 7. Building heights shall be restricted to 24' within the NC zone. 8. The proposed auto service station in NC zone shall require a conditional use permit. 9. The NC zoned property shall not be allowed to be developed at the R-6 standards. 10. Lots in the R-16 zone shall be limited to a maximum grading disturbance of ten thousand 10,000) square feet, as identified in the site analysis and tentative development plan. During the platting process the necessary covenant shall be established to protect the natural open space, outside of the ten thousand square feet of grading area. 11. Custom lots that develop on 15 % or greater slopes shall comply with Marana's HDZ ordinance per Title 19 of the Marana Land Development Code. 12. The proposed grading limits of the custom lot area shall be clustered into the best, buildable site areas that preserve as much connective high resource value habitat as possible. Individual Native Plant Permits shall be required for the R-16 zoned lots, to protect and preserve the high resource vegetation. 13. All slope and drainage treatments shall be aesthetically designed and engineered (where necessary) to "naturalize" the built environment. The developer and custom lot owner shall mitigate drainage improvements and slopes with vegetation, natural rock, riprap, textures, and colors characteristic of the natural, onsite desert environment to minimize the negative interface between the built environment and the natural environment. 14. The west fifty foot (50') buffer along Oshrin Park shall be designed with a minimum fourteen foot (14') pathway, for vehicle and pedestrian users, and an equestrian path along the west side of the Cortaro-Marana Irrigation District (CMID) irrigation easement. In addition the area east of the CMID channel shall be revegetated with desert plants and cacti that are transplanted from the site. i 6 S Marana Ordinance No. 2004.07 Page 2 of 4 Marana Regular Town Council Meeting October 18, 2022 Page 193 of 256 15. The required vegetation inventory shall specifically locate high-density saguaro, ironwood and palo verde communities and specimen multi-armed saguaro's and ironwood and palo verde trees that are over fifteen feet in height. 16. The layout adjustments shall be driven by preservation of mature multi-armed saguaros with a minimum thirty foot (30') circumference of preserved under-story vegetation. 17. All of the saguaro spears of 14' and less shall be preserved in place or transplanted onsite or into Marana's existing parks, community centers, or natural preserve areas. 18. A minimum of seventy-five percent (75 %) of the 20'-30' ironwood trees shall be preserved in place or transplanted onsite or into Marana's existing parks, community centers, or natural preserve areas. 19. At the time that the local roads are staked the applicant shall retain a biologist to be onsite to protect valuable habitat and specimen trees where possible and determine the primary do not disturb areas based on vegetation coverage and habitat. 20. No approval, permit or authorization of the Town of Marana authorizes the applicant and/or the landowner to violate any applicable federal or state laws or regulations, or relieves the applicant and/or the landowner from responsibility to ensure compliance with all applicable federal and state laws and regulations, including the Endangered Species Act and the Clean Water Act. You are advised to retain appropriate expert and/or consult with the appropriate federal and state agencies to determine any action necessary to assure compliance with applicable laws and regulations. 21. The applicant shall dedicate, or cause to have dedicated, at no cost to the Town, the additional right-of-way along Cortaro Farms Road to provide the south 75-foot half right-of-way of the ultimate 150-foot Cortaro Farms Road right-of-way.. 22. A water service agreement and a master water plan shall be submittede applicant, and accepted by the Utilities Director prior to the approval of the first plat, by the Town Council. 23. The applicant shall work with CMID to maintain the necessary irrigation system and well sites to perpetuate the ability for CMID to have their users irrigate as necessary. 24. The applicant shall develop a reclaimed water irrigation system, dedicated to the Town, to distribute irrigation water to all properties and recreation areas within this development. 25. A sewer service agreement and master sewer plan shall be submitted, by the Developer, and accepted by Pima County Wastewater Management and the Town Engineer prior to the approval of the first plat by the Town Council. 26. Conservation easements for each lot and along open space corridors shall be recorded by final plat. 27. A Class III archeological survey for all onsite un-surveyed areas and any further recommended archeological testing and mitigation shall be required prior to the issuance of grading permits. 28. The applicant shall include detailed residential and commercial design guidelines with the f'LrSt preliminary plat or development plan submittal. 29. Where applicable, in the R-6 zoned area a wrought iron view fence shall be constructed on top of the drainage stem wall for a combined maximum height not to exceed 6', in the open space Marana Ordinance No. 2004.07 Page 3 of 4 Marana Regular Town Council Meeting October 18, 2022 Page 194 of 256 corridor. In the R-16 zone to encourage wildlife migration the additional view fencing on top of the drainage stem wall will not be allowed. 30. The applicant shall not receive a Certificate of Occupancy from the Town of Marana until the improvements to Cortaro Farms Road are in place. 31. The applicant shall modify the street sections to provide sidewalks on both sides of the local streets in the R-6 residential area. Sidewalks on one side of the street may be acceptable for the lower density (R-16) residential area, subject to review and approval of the Town. Section 3. All Ordinances, Resolutions and Motions and parts of Ordinances, Resolutions, and Motions of the Marana Town Council in conflict with the provisions of this Ordinance are hereby repealed, effective as of the effective date of Ordinance No. 2004.07. Section 4: If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions hereof. Section 5. The Mayor is authorized to execute this Ordinance upon receipt by the Town ora fully executed Willow Ridge Development Agreement in substantially the form approved by the Council on April 20, 2004. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 20th day of April, 2004. Dated: ATTEST: b"6elyn C.yronson, 'fown Clerk APPROVI K) AS TO FORM: 1 6 6 S Marana Ordinance No, 2004.07 Page 4 of 4 Marana Regular Town Council Meeting October 18, 2022 Page 195 of 256 EXHIBIT A PRELIMINARY LEGAL DESCRIPTION WILLOW RIDGE REZONING ASSESSORS TAX PARCELS: 221-15-023A, 221-15-023B, 221-16-026B, & 221-16-026C THREE PARCELS OF LAND BEING A PORTION OF THE NORTHWEST QUARTER OFTHESOUTHEASTQUARTEROFSECTION25, TOWNSHIP 12 SOUTH, RANGE 12 EAST,GILA AND SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA, MOREPARTICULARLYDESCRIBEDASFOLLOWS: R-6 PARCEL COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 25, SAID POINTALSOBEINGONTHECENTERLINEOFRIGHT-OF-WAY OF CORTARO FARMSROADWAYASRECORDEDINBOOK2OFROADMAPSATPAGE123, RECORDS OFPIMACOUNTY, ARIZONA; THENCE CONTINUING ALONG SAID CENTERLINE N 89°40'19'' E, A DISTANCE OF677.09 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING N 89°40'19'' E, ALONG SAID CENTERLINE, A DISTANCE OF1473.83 FEET; THENCE DEPARTING SAID CENTERLINE, S 00o14'26'' W, A DISTANCE OF 446.74 FEET; THENCE N 89°40'41'' E, A DISTANCE OF 495.08 FEET; THENCE S 00027'28" E, A DISTANCE OF 871.10 FEET; THENCE S 00o32'28'' E, A DISTANCE OF 1256.41 FEET; THENCE N 40°50'17'' W, A DISTANCE OF 1153.00 FEET; THENCE N 57040'37'' W, A DISTANCE OF 553.00 FEET; THENCE N 66o04'39'' W, A DISTANCE OF 117.12 FEET; ENCE N 00 37 38 E, A DISTANCE OF 30.33 FEET; THENCE N 89o38'57'' E, A DISTANCE OF 99.40 FEET; THENCE N 00o39'32'' W, A DISTANCE OF 99.88 FEET; THENCE S 89°32'06'' W, A DISTANCE OF 99.51 FEET; 1 6 6 0 P:~Jobs\129 Willow Ridge~urvey\Willow Ridge Rezoning L~gal Description.doc 1 Marana Regular Town Council Meeting October 18, 2022 Page 196 of 256 THENCE N 00o41 '42" W, A DISTANCE OF 98.00 FEET; THENCE N 42o33'37'' W, A DISTANCE OF 330.00 FEET; THENCE N 39013'52" W, A DISTANCE OF 216.34 FEET; THENCE N 16029'05" W, A DISTANCE OF 449.58 FEET; THENCE N 38°43'35" W, A DISTANCE OF 260.59 FEET; THENCE N 00019'54" W, A DISTANCE OF 75.00 FEET TO THE POINT OF BEGINNING. EXCEPT ANY PORTION LYING WITHIN SAID CORTARO ROAD RIGHT-OF-WAY ASITCURRENTLYEXISTS. SAID PARCEL CONTAINING 60.8 ACRES, MORE OR LESS. NC P/iR CEL COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 25, SAID POINT ALSO BEING ON THE CENTERLINE OF RIGHT-OF-WAY OF CORTARO FARMS ROADWAY AS RECORDED IN BOOK 2 OF ROAD MAPS AT PAGE 123, RECORDS OF PIMA COUNTY, ARIZONA; THENCE CONTINUING ALONG SAID CENTERLINE N 89°40'19'' E, A DISTANCE OF 2150.92 FEET TO THE POINT OF BEGINNING; THENCE DEPARTING SAID CENTERLINE, S 00014'26'' W, A DISTANCE OF 446.74 FEET; THENCE N 89°40'41' E, A DISTANCE OF 495.08 FEET; THENCE N 72059'39" E, A DISTANCE OF 453.88 FEET; THENCE N 00039'06" E, A DISTANCE OF 60.00 FEET; THENCE S 89045'35" E, A DISTANCE OF 180.10 FEET; THENCE N 00°18'17" E, A DISTANCE OF 258.35 FEET TO A POINT ON THE CENTERL1NE OF SAID CORTARO ROAD RIGHT-OF-WAY; THENCE CONTINUE ALONG SAID CENTERLINE S 89°40'11'' W, A DISTANCE OF 622.44 FEET; THENCE CONTINUE ALONG SAID CENTERLINE S 89°40'19'' W, A DISTANCE OF 493.75 FEET TO THE POINT OF BEGINNING. 1 P:XJobs\129 Willow RidgcXsurvey\Willow Ridge Rezoning Legal Description.doc 2 Marana Regular Town Council Meeting October 18, 2022 Page 197 of 256 EXCEPT ANY PORTION LYING WITHIN SAID CORTARO ROAD RIGHT-OF-WAY ASITCURRENTLYEXISTS. SAID PARCEL CONTAINING 9.7 ACRES, MORE OR LESS. R-16 P.4RCEI, COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 25, SAID POINTALSOBEINGONTHECENTERL1NEOFRIGHT-OF-WAY OF CORTARO FARMSROADWAYASRECORDEDINBOOK2OFROADMAPSATPAGE123, RECORDS OFPIMACOUNTY, ARIZONA; THENCE CONTIiN-UING ALONG SAID CENTER.LINE N 89°40'19" E, A DISTANCE OF2644.67 FEET TO THE POINT OF BEGI1NNING; THENCE N 89040, 11E" ALONG SAID CENTERLINE, A DISTANCE OF 622.44 FEET; THENCE DEPARTING SAID CENTERLINE, S 00°18'17'' W, A DISTANCE OF 74.94 FEETTOTHEPOINTOFBEGINNING; THENCE CONTINUE S 00°18'17'' W, A DISTANCE OF 183.41 FEET; THENCE N 89045' 35" W, A DISTANCE OF 180.10 FEET; THENCE S 00o39'06'' W, A DISTANCE OF 60.00 FEET; THENCE S 72059'39'' W, A DISTANCE OF 453.88 FEET; THENCE S 00°27'28'' E, A DISTANCE OF 871.10 FEET; THENCE N 89°33'46" E, A DISTANCE OF 1323.73 FEET; THENCE N 00032'31", A DISTANCE OF 1250.77 FEET; THENCE S 89°40'51" W, A DISTANCE OF 700.90 FEET TO THE POINT OF BEGINNING. EXCEPT ANY PORTION LYING WITHIN SAID CORTARO ROAD RIGHT-OF-WAY AS IT CURRENTLY EXISTS. SAID PARCEL CONTAINING 34.1 ACRES, MORE OR LESS. 6 6 6 P:XJobs\129 Willow RidgeXsurvey\Willow Ridge Rezoning Legal Description.doc 3 Marana Regular Town Council Meeting October 18, 2022 Page 198 of 256 Marana Regular Town Council Meeting October 18, 2022 Page 199 of 256 Marana Regular Town Council Meeting October 18, 2022 Page 200 of 256      Council-Regular Meeting   A2        Meeting Date:10/18/2022   To:Mayor and Council Submitted For:Steven Cheslak, Principal Planner From:Jane Fairall, Town Attorney Date:October 18, 2022 Strategic Plan Focus Area: Not Applicable Subject:PUBLIC HEARING: Ordinance No. 2022.022: Relating to Development; adopting revisions to Title 17 “Land Development” of the Marana Town Code, including miscellaneous revisions to Chapter 17-4 “Zoning”, Section 17-4-2 (Use matrix) and Section 17-4-7 (Commercial zoning districts), Section 17-6-8 (Medical marijuana dispensary), and Chapter 17-10 “Signs”, Section 17-10-15 (Classification; enforcement; removal); and designating an effective date Resolution No. 2022-107: Relating to Development; declaring as a public record filed with the Town Clerk the amendments adopted by Ordinance No. 2022.022, revisions to Title 17 “Land Development” of the Marana Town Code, including miscellaneous revisions to Chapter 17-4 “Zoning”, Section 17-4-2 (Use matrix) and Section 17-4-7 (Commercial zoning districts), Section 17-6-8 (Medical marijuana dispensary), and Chapter 17-10 “Signs”, Section 17-10-15 (Classification; enforcement; removal) (Steve Cheslak) Discussion: In June of 2021, the Town Council adopted Ordinance 2021.010, enacting comprehensive revisions to the Land Development Code and the final migration of the Land Development Code to Title 17 of the Town Code. Minor revisions to improve the processes and procedures relating to development, corrections related to misstated or omitted provisions, and other miscellaneous clean-up were adopted by the Town Marana Regular Town Council Meeting October 18, 2022 Page 201 of 256 Council by Ordinance 2022.006 on March 15, 2022. The current proposed amendments are similar in nature to the previously adopted revisions, updating and improving the Code as necessary.The list below describes the proposed amendments.       Chapter 17-4 “Zoning” 17-4-2 Use Matrix - Table 2 (Use Matrix) has been modified to add 'Motel' as a use under the Lodging category and to designate which zoning districts motels are allowed in. The Code includes a definition of "motel" but did not provide information regarding where they are allowed. 17-4-7 Commercial Zoning Districts            Table 6 (Development standards per commercial zone) has been modified to correct an existing inconsistency between Table 6 and Table 3 (Conditions per use). Table 6 now includes cross-references to existing development standards for multi-family residential uses in the Neighborhood Commercial (NC) zone and for single-family residential uses in NC and Village Commercial (VC). Chapter 17-6 “General Development Regulations”            17-6-8 Medical marijuana dispensary            Existing code provides that offsite cultivation locations are prohibited within the Town, but does not provide a definition of "offisite cultivation location." 17-6-8 E. has been modified to include a definition of offsite cultivation location as follows (new language in italics):             E. A medical marijuana dispensary offsite cultivation location is prohibited within the town limits. For purposes of this section, “offsite cultivation location” is defined as any cultivation site that is located at a separate physical location or site from a medical marijuana dispensary with a valid, unexpired conditional use permit. Chapter 17-10 “Signs”            17-10-15 Classification; enforcement; removal has been modified to clarify that if signs are unlawfully placed on Town property, Town staff may remove them immediately, without notifying the sign owner first. Staff Recommendation: Staff recommends approval of the proposed changes to Title 17 "Land Development." Suggested Motion: I move to adopt Ordinance No. 2022.022, adopting revisions to Title 17 “Land Development” of the Marana Town Code and Resolution No. 2022-107, declaring the revisions to be a public record filed with the Town Clerk. Attachments Ordinance No. 2022.022 Resolution No. 2022-107 Exhibit A to Resolution Marana Regular Town Council Meeting October 18, 2022 Page 202 of 256 Exhibit A to Resolution Marana Regular Town Council Meeting October 18, 2022 Page 203 of 256 00084235.DOCX /1 Ordinance No. 2022.022 - 1 - MARANA ORDINANCE NO. 2022.022 RELATING TO DEVELOPMENT; ADOPTING REVISIONS TO TITLE 17 “LAND DEVELOPMENT” OF THE MARANA TOWN CODE, INCLUDING MISCELLANEOUS REVISIONS TO CHAPTER 17-4 “ZONING”, SECTION 17-4-2 (USE MATRIX) AND SECTION 17-4-7 (COMMERCIAL ZONING DISTRICTS), SECTION 17-6-8 (MEDICAL MARIJUANA DISPENSARY), AND CHAPTER 17-10 “SIGNS”, SECTION 17-10-15 (CLASSIFICATION; ENFORCEMENT; REMOVAL); AND DESIGNATING AN EFFECTIVE DATE BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, as follows: SECTION 1. The revisions to Title 17 “Land Development” of the Marana Town Code, including miscellaneous revisions to Chapter 17-4 “Zoning”, Section 17-4-2 (Use matrix) and Section 17-4-7 (Commercial zoning districts), Section 17-6-8 (Medical marijuana dispensary), and Chapter 17-10 “Signs”, Section 17-10-15 (Classification; enforcement), one paper copy and one electronic copy of which are on file in the office of the Town Clerk, which were made a public record by and attached as Exhibit A to Resolution No. 2022-107 of the Town of Marana, Arizona, are hereby referred to, adopted and made a part of this ordinance as if fully set out here. SECTION 2. The various town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this ordinance. SECTION 3. All ordinances, resolutions, or motions and parts of ordinances, resolutions, or motions of the Council in conflict with the provisions of this ordinance are hereby repealed, effective as of the effective date of this ordinance. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, the decision shall not affect the validity of the remaining portions of this ordinance. SECTION 5. This ordinance is effective on the 31st day after its adoption. Marana Regular Town Council Meeting October 18, 2022 Page 204 of 256 00084235.DOCX /1 Ordinance No. 2022.022 - 2 - PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 205 of 256 00084239.DOCX /1 Resolution No. 2022-107 - 1 - MARANA RESOLUTION NO. 2022-107 RELATING TO DEVELOPMENT; DECLARING AS A PUBLIC RECORD FILED WITH THE TOWN CLERK THE AMENDMENTS ADOPTED BY ORDINANCE NO. 2022.022, REVISIONS TO TITLE 17 “LAND DEVELOPMENT” OF THE MARANA TOWN CODE, INCLUDING MISCELLANEOUS REVISIONS TO CHAPTER 17-4 “ZONING”, SECTION 17-4-2 (USE MATRIX) AND SECTION 17-4-7 (COMMERCIAL ZONING DISTRICTS), SECTION 17-6-8 (MEDICAL MARIJUANA DISPENSARY), AND CHAPTER 17-10 “SIGNS”, SECTION 17-10-15 (CLASSIFICATION; ENFORCEMENT; REMOVAL) BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the revisions to Title 17 “Land Development” of the Marana Town Code, including miscellaneous revisions to Chapter 17-4 “Zoning”, Section 17-4-2 (Use matrix) and Section 17-4-7 (Commercial zoning districts), Section 17-6-8 (Medical marijuana dispensary), and Chapter 17-10 “Signs”, Section 17-10-15 (Classification; en- forcement; removal), a copy of which is attached to and incorporated in this resolution as Exhibit A and one paper copy and one electronic copy of which are on file in the office of the Town Clerk, are hereby declared to be a public record and ordered to remain on file with the Town Clerk. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 206 of 256 EXHIBIT A TO MARANA RESOLUTION NO. 2022-107 Amendments to Marana Town Code, Title 17 “Land Development” pursuant to Marana Ordinance No. 2022.022 00083468.DOCX /2 1 SECTION 1. Section 17-4-2 (Use matrix) of the Marana Town Code is hereby revised as follows (with additions shown with double underlining): 17-4-2 Use matrix [No revisions to paragraphs A through C] Table 2. Use matrix [only amendments to Table 2 are shown; the remainder of Table 2 is unchanged] Uses AG RA ER NR GR MR RR NC VC LI HI Lodging Motel X X X X X X P C P P P SECTION 2. Section 17-4-7 (Commercial zoning districts) of the Marana Town Code is hereby revised as follows (with additions shown with double underlining): 17-4-7 Commercial zoning districts [No revisions to paragraphs A through D] E. The following development standards apply in the commercial zones: Table 6. Development standards per commercial zone [Remainder of this page intentionally left blank] Marana Regular Town Council Meeting October 18, 2022 Page 207 of 256 EXHIBIT A TO MARANA RESOLUTION NO. 2022-107 Amendments to Marana Town Code, Title 17 “Land Development” pursuant to Marana Ordinance No. 2022.022 00083468.DOCX /2 2 Table 6. Development standards per commercial zone Development standard RR NC ‡* VC ‡ Site area 10 acres min. 1 acre min., 20-acre max. 10 acres Floor area ratio (maximum) 0.25 0.5 0.5 Density (maximum) 4.36 units per acre 10 dwelling units per acre 20 dwelling units per acre Site setbacks (minimum)⌂ Arterial or collector – 40 ft. Other roads – 25 ft. Side – 25 ft. Rear – 25 ft. Front – 20 ft. Street side—20 ft. Side – 20 ft. Rear – 20 ft. Abutting residential zone property line – 25 ft. Front 30 ft. (commercial) 20 ft. (residential) Street side 30 ft. (commercial) 20 ft. (residential) Side – 20 ft. Rear – 20 ft. Building height (maximum) 50 ft. Accessory buildings – 40 ft. 50% height increase may be approved with a conditional use permit (see section 17-3-2, conditional use permits) Height must match adjacent parcel permitted height within 75 ft. of site property line 30 ft. Accessory buildings - 25 ft. 50 ft. (commercial) 40 ft. (residential) Accessory buildings – 30 ft. Lot coverage (maximum) 40% of the total lot area 40% of the total area (commercial) 50% of the total area (residential) 55% of the total area Landscape area requirements (minimum; site) 25 ft. front, street side, and abutting residential zones Street frontages require trees planted at no more than 40 ft. on center with 25% in a 24-inch box or greater Landscaping must cover at least 15% of the site Landscaping and trees must cover at least 15% of, N/A N/A Marana Regular Town Council Meeting October 18, 2022 Page 208 of 256 EXHIBIT A TO MARANA RESOLUTION NO. 2022-107 Amendments to Marana Town Code, Title 17 “Land Development” pursuant to Marana Ordinance No. 2022.022 00083468.DOCX /2 3 Table 6. Development standards per commercial zone Development standard RR NC ‡* VC ‡ and be evenly distributed throughout, parking areas ‡ Notwithstanding anything to the contrary in this Table 6, single-family detached residential uses in the NC and VC zones must comply with the development standards for R-3 zone as set forth in section 17-4-5(B)(7) Table 4 (Development standards per residential zone) * Notwithstanding anything to the contrary in this Table 6, multi-family residential uses in the NC zone must comply with the development standards for MR-2 zone as set forth in section 17-4-6(D) Table 5 (Development standards per MR zone) ⌂ When commercial or industrial development is adjacent to AG, RA, ER, NR, and GR zones or groups, side and rear setbacks must equal or exceed the height of the primary building on the site. See 17-8-2(B)(6). SECTION 3. Chapter 17-6-8 (Medical marijuana dispensary) of the Marana Town Code is hereby revised as follows (with additions shown with double underlining): 17-6-8 Medical marijuana dispensary [No revisions to paragraphs A through D] E. A medical marijuana dispensary offsite cultivation location is prohibited within the town limits. For purposes of this section, “offsite cultivation location” is defined as any cultivation site that is located at a separate physical location or site from a medical marijuana dispensary with a valid, unexpired conditional use permit. [No revisions to paragraphs F through H] SECTION 4. Chapter 17-10-15 (Classification; enforcement; removal) of the Marana Town Code is hereby revised as follows (with additions shown with double underlining): 17-10-15 Classification; enforcement; removal [No revisions to paragraph A] B. Removal of signs by town; notice; fees. Marana Regular Town Council Meeting October 18, 2022 Page 209 of 256 EXHIBIT A TO MARANA RESOLUTION NO. 2022-107 Amendments to Marana Town Code, Title 17 “Land Development” pursuant to Marana Ordinance No. 2022.022 00083468.DOCX /2 4 1. A code compliance officer or other authorized representative of the town may immediately remove or cause the removal of a sign in either of the following circumstances: a. When the sign is unlawfully placed in the public right-of-way or on public property. [No revisions to subparagraph b] [No revisions to subparagraph 2] 3. If a sign is placed in violation of this chapter but does not pose an immediate hazard to persons or property and is not located in the public right-of-way or on public property, a code compliance officer or other authorized representative of the town shall provide written notice of violation to the sign owner. [No revisions to subparagraphs a through c] [No revisions to subparagraph 4] [No revisions to paragraph C] Marana Regular Town Council Meeting October 18, 2022 Page 210 of 256      Council-Regular Meeting   A3        Meeting Date:10/18/2022   To:Mayor and Council From:Yiannis Kalaitzidis, Finance Director Date:October 18, 2022 Strategic Plan Focus Area: Commerce,  Community,  Heritage,  Recreation,  Progress & Innovation Strategic Plan Focus Area Additional Info: Marana's strategic plan identifies financial sustainability as an overriding principle of Marana's strategic framework.  Subject:Ordinance No. 2022.023: Relating to Finance; amending the Town of Marana comprehensive fee schedule to modify police extra-duty rates, to clarify fee for traffic impact analysis, to add sewer and water tap fees, and to clarify fee for commercial activity permit; and designating an effective date (Yiannis Kalaitzidis) Discussion: The Town created a town-wide, Comprehensive Fee Schedule (Schedule) and standardized fees across all departments. At the time of that ordinance's adoption, it was determined that an annual review of the Schedule should occur to ensure that the Town was continuing to cover its costs, where appropriate, and that it was charging fair and equitable fees to its customers.  Changes to the comprehensive fee schedule were adopted by Mayor and Council pursuant to Ordinance No. 2022.009 and Resolution No. 2022-050 at the May 17, 2022 council meeting.   Since the adoption of changes to the comprehensive fee schedule, staff determined that there were additional changes to the fees that should be adopted prior to the next annual review. Specifically the following changes are being requested: Police Department: Extra-duty police services for several positions - increasing rate to reflect current market rates for such services. Development Services: no increases to fees - clarification in the comments for a Marana Regular Town Council Meeting October 18, 2022 Page 211 of 256 number of fees to avoid creating customer confusion. Water Department: Replacement of a sewer tap fee with a new fee sewer and a new water tap fee - new fee reflects the updated cost of service, including pass through costs. Parks & Recreation: no changes to fees - clarification in the comments to reflect permits are valid for 1 year rather than 6 months. Pursuant to A.R.S. Section 9-499.15, the Town posted notice of possible changes to the Schedule, as required. This statute requires that the Town provide notice on its website of any new or increased fees for businesses at least 60 days before the meeting is scheduled to consider approving the new fees and/or fee increases. Additionally, the Town published a notice of intent to establish or increase taxes, assessments, or fees including assessments on its website at least 15 days before the meeting is scheduled to consider approving the new fees and/or fee increases.  If approved, the Schedule, including specific amendments will be effective on December 1, 2022. Financial Impact: Fiscal Year:2023 Budgeted Y/N: Y Amount:Immaterial The proposed approval of the amendments to the Town Comprehensive Fee Schedule will not have a material impact on revenues. Staff Recommendation: Staff recommends adoption of the amendments to the Comprehensive Fee Schedule. Suggested Motion: I move to adopt Ordinance No. 2022.023, adopting the amendments to the Town of Marana Comprehensive Fee Schedule to modify police extra-duty rates, to clarify fee for traffic impact analysis, to add sewer and water tap fees, and to clarify fee for commercial activity permit; and designating an effective date. Attachments Ordinance No. 2022.023 Marana Regular Town Council Meeting October 18, 2022 Page 212 of 256 00084293.DOCX /1 Ordinance No. 2022.023 - 1 - MARANA ORDINANCE NO. 2022.023 RELATING TO FINANCE; AMENDING THE TOWN OF MARANA COMPREHENSIVE FEE SCHEDULE TO MODIFY POLICE EXTRA-DUTY RATES, TO CLARIFY FEE FOR TRAFFIC IMPACT ANALYSIS, TO ADD SEWER AND WATER TAP FEES, AND TO CLARIFY FEE FOR COMMERCIAL ACTIVITY PERMIT; AND DESIGNATING AN EFFECTIVE DATE WHEREAS the Town Council is authorized by A.R.S. § 9-240(A) to control the finances of the town; and WHEREAS the Town Council, via Ordinance No. 2021.008, adopted an amended comprehensive fee schedule on May 18, 2021, which was made a public record by and attached as Exhibit A to Resolution No. 2021-071; and; and WHEREAS from time to time the Town Council has adopted amendments to the comprehensive fee schedule, most recently on May 17, 2022, via Ordinance No. 2022.009, which was made a public record and attached as Exhibit A to Resolution No. 2022-050; and WHEREAS amending the comprehensive fee schedule as set forth in this ordinance is in the best interests of the Town of Marana. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, as follows: SECTION 1. The Town of Marana comprehensive fee schedule adopted via Ordinance No. 2021.008, as previously amended, is hereby amended (with deletions shown with strikeouts and additions shown with double underlining) (only amendments to the fee schedule are shown; the remainder of the fee schedule is unchanged): Fee/Description Amount Unit of Measure Notes COMMUNITY SERVICES: PARKS, RECREATION AND SPECIAL EVENTS Commercial Activity Permit Fee $150/year Per Permit (1 year) Upon approval, permits shall be issued per activity and shall be valid for up to 6 months1 year. COMMUNITY SERVICES: POLICE AND COURTS Extra-duty Police Services; $55.00 Per Hour Per extra-duty police services Marana Regular Town Council Meeting October 18, 2022 Page 213 of 256 00084293.DOCX /1 Ordinance No. 2022.023 - 2 - Lieutenant; Hourly Rate $65.00 agreement. Applies to police services hired for private events Extra Duty Rate for Sergeant/Supervisors $50.00 $60.00 Per Hour Per extra-duty police services agreement. Applies to police services hired for private events. Extra Duty Rate for Police Officer $45.00 $55.00 Per Hour Per extra-duty police services agreement. Applies to police services hired for private events. Extra Duty Rate for Dispatcher $35.00 $45.00 Per Hour Per extra-duty police services agreement. Applies to police services hired for private events. Extra-duty Police Services; Surcharge for 72 Hours or Less Advance Notice of Need for Police Services See note Per hour Fee is $105.00 per hour for each type of police worker in addition to established hourly rates. Per extra-duty police services agreement. Applies to police services hired for private events. DEVELOPMENT SERVICES: ENGINEERING Traffic Impact Analysis; Category I $ 300.00 Per Application Traffic Statement, less than 100 peak hour trips. Revisions to accepted submittals are $75 each. Traffic Impact Analysis, Category II-III 600.00 Per Application Small to moderate development, 100- 999 peak hour trips. Revisions to accepted submittals are $150 each. Traffic Impact Analysis; Category IV-V 900.00 Per Application Large to regional development, 1,000 or more peak hour trips. Revisions to accepted submittals are $150 each. PUBLIC SERVICES: WATER Sanitary Sewer Tap $125.00 Per tap Any connection to the sanitary sewer system that is not included with a development plan Sewer Tap $950 Flat Fee + Contractor Pass Through Fee Per Application Installation fee may vary depending on site conditions and proximity to existing infrastructure. Fee is $950 + the pass through cost of contractor installation fee. Water Tap $950 Flat Fee + Contractor Pass Through Fee Per Application Installation fee may vary depending on site conditions and proximity to existing infrastructure. Fee is $950 + the pass through cost of contractor installation fee. Marana Regular Town Council Meeting October 18, 2022 Page 214 of 256 00084293.DOCX /1 Ordinance No. 2022.023 - 3 - SECTION 2. The various town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this ordinance. SECTION 3. All ordinances, resolutions, or motions and parts of ordinances, resolutions, or motions of the Council in conflict with the provisions of this ordinance are hereby repealed, effective as of the effective date of this ordinance. SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, the decision shall not affect the validity of the remaining portions of this ordinance. SECTION 5. This ordinance shall become effective on December 1, 2022. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, Arizona, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 215 of 256      Council-Regular Meeting   A4        Meeting Date:10/18/2022   To:Mayor and Council From:David L. Udall, Town Clerk/Assistant Town Attorney Date:October 18, 2022 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2022-108: Relating to Building; approving and authorizing the Mayor to sign an Intergovernmental Agreement with Northwest Fire District for fire code official services (David L. Udall) Discussion: In February of 2009, the Marana Town Council approved an intergovernmental agreement between the Town of Marana ("Town") and Northwest Fire District ("District"), thereby providing Fire Code Official services for those portions of the Town that are outside of an established fire district. The agreement was renewed in April of 2015 and expired in 2020.  In 2016, by Ordinance No. 2016.017, the Marana Town Code was amended to add Subsection 1-3-2(A)(5), which defines "fire chief" to mean "the fire chief of the fire department or a person duly authorized to act on his or her behalf. For geographic areas not located within the boundaries of a fire district and for any provision or regulation that does not apply to a particular geographic area, 'fire chief' means the town’s chief building official or his or her designee." The intergovernmental agreement attached as Exhibit A to the resolution accompanying these agenda materials accounts for this Code change and designates the fire chief of the District, or a person duly authorized to act on his or her behalf, as the "fire chief" for those geographic areas of the Town not located within the boundaries of a fire district. Approval of this resolution would allow the District to provide Fire Code Official Marana Regular Town Council Meeting October 18, 2022 Page 216 of 256 Approval of this resolution would allow the District to provide Fire Code Official services, as it has been doing for many years. The agreement incorporates enforcement of fire code requirements, plan review services, inspection of new and existing construction, and related fire prevention services under the International Fire Code. The agreement will remain in effect for five years, and may be canceled by either party with thirty days notice. The Town Building Official will work in conjunction with the District on enforcement and application of the fire code within areas of the Town that are not within an established fire district. Financial Impact: The Town has incorporated administrative costs related to this agreement in the current fiscal year budget adopted by Council in June 2022.  Such administrative costs include the collection and remittance of fees to the District. Staff Recommendation: Staff recommends approval of Resolution No. 2022-108. Suggested Motion: I move to adopt Resolution No. 2022-108, approving and authorizing the Mayor to sign an Intergovernmental Agreement with Northwest Fire District for fire code official services. Attachments Resolution No. 2022-108 Exhibit A to Resolution Marana Regular Town Council Meeting October 18, 2022 Page 217 of 256 1 00084387.DOCX /1 Resolution No. 2022-108 MARANA RESOLUTION NO. 2022-108 RELATING TO BUILDING; APPROVING AND AUTHORIZING THE MAYOR TO SIGN AN INTERGOVERNMENTAL AGREEMENT WITH NORTHWEST FIRE DISTRICT FOR FIRE CODE OFFICIAL SERVICES WHEREAS the Northwest Fire District is an internationally accredited Arizona fire district, organized and existing pursuant to Title 48, Chapter 5, of the Arizona Revised Statutes, providing, among other things, fire protection and prevention services within its territorial boundaries; and WHEREAS the Town of Marana is an Arizona municipal corporation, organized and existing pursuant to Title 9, Chapter 2, of the Arizona Revised Statutes, and which does not have a fire department; and WHEREAS the Town and the District have certain common jurisdictional areas; and WHEREAS areas of the Town’s jurisdictional limits that are not served by the District are either served by other fire districts or are outside any fire district’s jurisdictional limits; and WHEREAS the Town wishes to have the District perform certain fire prevention services within those portions of the Town’s territorial boundaries that are not within any other fire district’s territorial boundaries; and WHEREAS the Mayor and Council find that this resolution is in the best interests of the Town and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Intergovernmental Agreement Between the Town of Marana and Northwest Fire District for Fire Code Official Services, substantially in the same form attached to and incorporated by this reference in this resolution as Exhibit A, is hereby approved, the Mayor is hereby authorized and directed to sign it for and on behalf of the Town of Marana, and 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, obligations, and objectives of the agreement. Marana Regular Town Council Meeting October 18, 2022 Page 218 of 256 2 00084387.DOCX /1 Resolution No. 2022-108 PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 18th day of October, 2022. Mayor Ed Honea ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney Marana Regular Town Council Meeting October 18, 2022 Page 219 of 256 1 INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF MARANA AND NORTHWEST FIRE DISTRICT FOR FIRE CODE OFFICIAL SERVICES This Intergovernmental Agreement (“Agreement”) is entered into by and between the Town of Marana (the “Town”), pursuant to A.R.S. §§ 9-240(B)(7) and 11-952, and the Northwest Fire District (the “District”), pursuant to A.R.S. §§ 48-805(B)(17)(a) and 11-952, for the purpose of having the District provide fire code official services within certain portions of the Town’s territorial boundaries. The Town and the District are sometimes collectively referred to as the “Parties,” each of which is sometimes individually referred to as a “Party.” RECITALS WHEREAS, District is an internationally accredited Arizona fire district, organized and existing pursuant to Title 48, Chapter 5, Arizona Revised Statutes, providing, among other things, fire protection and prevention services within its territorial boundaries; and WHEREAS, Town is an Arizona municipal corporation, organized and existing pursuant to Title 9, Chapter 2, Arizona Revised Statutes, which does not have a fire department; and WHEREAS, Subsection 1-3-2(A)(5) of the Marana Town Code defines “fire chief” as “the fire chief of the fire department or a person duly authorized to act on his or her behalf. For geographic areas not located within the boundaries of a fire district and for any provision or regulation that does not apply to a particular geographic area, ‘fire chief’ means the town’s chief building official or his or her designee”; and WHEREAS, Subsection 1-3-2(A)(6) of the Marana Town Code defines “fire department” as “the fire district that has jurisdiction over the geographic area in question”; and WHEREAS, District and Town share certain portions of their territorial boundaries; and WHEREAS, Town shares certain portions of its territorial boundaries with other fire districts; and certain portions are outside any fire district’s jurisdictional limits; and WHEREAS, District and Town have each adopted the same internationally recognized fire code (“Fire Code”); and WHEREAS, Town wishes to have District perform certain fire prevention services within those portions of the Town’s territorial boundaries that are not within the District’s territorial boundaries or any other fire district’s territorial boundaries. AGREEMENT 1.Designation of Fire Chief. Pursuant to Subsection 1-3-2(A)(5) of the Marana Town Code, the fire chief of the District or a person duly authorized to act on his or her behalf (the “Fire Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 220 of 256 2 Code Official”) is hereby designated as the fire chief for those geographic areas of the Town of Marana not located within the boundaries of a fire district and for any provision or regulation that does not apply to a particular geographic area of the Town. 2. Responsibilities of the District. The District shall provide appropriately trained and qualified personnel to serve as Fire Code Officials for the Town with full authority as Fire Code Official. More specifically, the District, through its Fire Marshal and other personnel, shall provide the following services: a.Enforce the Fire Code as adopted by the Town and District. b.Review plans for fire safety as sent by the Town to the District, and return those plans with any recommendations, comments or corrections to ensure the minimum fire code requirements have been met, in accordance with the times set forth on the schedule of performance targets, attached hereto and incorporated herein by this reference as Exhibit A. The District shall update the status of reviewed plans within the Town’s permitting software program. c.Establish procedures to inspect new construction, during the construction process, to ensure the project is consistent with approved plans. d.Provide copies of inspection results to the Town’s Building Official by the close of business the day inspections are performed. e.Report to the Town Building Official possible violations, issue any citations as appropriate, and consult with the Town Police Department, Building Official and Prosecutor from time to time as appropriate. f.Provide fire origin and cause investigation in accordance with nationally recognized standards for fire investigations. 3.Outside Plan Review. Without effect to the terms of this Agreement, from time to time, in the event of high demand for plan review and inspections, the District or the Town may determine it is appropriate to send plans to a qualified fire code consultant. 4.Alternative Materials and Methods. Acceptance of alternative materials and methods or decisions related to appeals shall require the signature of the Fire Code Official and Building Official. 5.Pre-Annexation Agreement. Property owners owning property within the Town’s territorial boundaries but outside of the District’s territorial boundaries may qualify for the District’s resident fee schedule by entering into a pre-annexation agreement with the District. Upon execution of the pre-annexation agreement, any fees charged to the property owner will be charged under the resident fee schedule. 6. Responsibilities of the Town. Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 221 of 256 3 a.The Town shall have full authority for all plan reviews and inspections for existing construction with input from the Fire Code Official. Interpretation responsibility for existing construction will be handled mutually between the Building Official and the Fire Code Official. b.If the Fire Code Official proposes any fire inspection changes for new or existing construction, the changes must be mutually agreed upon by the Building Official and the Fire Code Official before implementation. c.The Town shall bill the District’s fees for providing plan reviews and inspections for services provided by the Fire Code Official within the Town’s territorial boundaries. The Town shall remit to the District those fees collected, on a monthly basis, with a report identifying the parties who paid the fees and the projects to which they pertain. The Town shall not be liable to the District for fees which are receivable, though not collected. A copy of the District’s resident and non-resident fee schedules are attached hereto and incorporated herein by this reference as Exhibit B and C, respectively. The District may amend its fee schedules from time to time at the discretion of the District’s Governing Board, which shall apply to services performed under this Agreement without necessitating an amendment hereof. 7.Recording. The Town shall be responsible for recording this Agreement with the Pima County Recorder’s Office upon approval by the District’s Governing Board and the Marana Town Council. 8. Personnel. The District shall give prompt notice to the Town of any change in the District’s personnel for the position of Fire Code Official or any related staff. Town acknowledges that the District participates in mutual aid and automatic aid agreements with other entities, and from time to time, services may be provided on behalf of the District by personnel from other districts. 9.Insurance. The Parties agree that they shall maintain for the duration of this Agreement policies of public liability insurance sufficient to cover all of their obligations undertaken in the implementation of this Agreement. 10.Mutual Indemnification. To the extent which it legally may, each Party shall indemnify, defend and hold harmless the other Party, its officers, departments, employees, and agents from and against any and all suits, actions, claims, demands of any kind or nature arising out of the indemnifying party’s acts or omissions. 11.Term of the Agreement. This Agreement shall be effective on the last date set forth below the parties’ respective signatures and shall remain in effect until the fifth anniversary of the Agreement’s effective date. This Agreement may be renewed upon mutual written agreement of the parties. This Agreement may be terminated by either party upon 30 days prior written notice. Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 222 of 256 4 12.Notice. Any and all notices, requests and/or demands made upon a party pursuant to or in conjunction with this Agreement shall be delivered in person and deemed delivered upon receipt or by U.S. Mail and deemed given five business days following depositing in the mail, first class postage prepaid to: The Town: The Town of Marana Attn: Town Manager 11555 W. Civic Center Drive Marana, AZ 85653-7006 The District: Northwest Fire District Attn: Fire Chief 13535 N. Marana Main Street Marana, AZ 85653 13.Financing. The Parties represent that each has sufficient funds in its budget to carry out its obligations under this Agreement. Should either party fail to obtain continued funding during the term of this Agreement or fail to appropriate or approve funds, this Agreement shall be deemed terminated as of the last day such funds are available. 14.Jurisdiction. Except as otherwise specifically set forth in this Agreement, this Agreement shall not be construed to either limit or extend the jurisdiction of either Party. 15.Non-Discrimination. The Parties agree to be bound by applicable state and federal rules and regulations governing equal employment opportunities and non-discrimination. 16. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. § 38-511. 17.Employee Relationship. This Agreement does not and shall not be construed to create any partnership, joint venture or employment relationship between the parties or create any employer/employee relationship between a Party and the employees of the other Party. Neither Party shall be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including, without limitation, the other Party’s obligation to withhold social security and income tax for any of its employees or to provide workers’ compensation coverage. 18.Each Party shall comply with the notice provisions of A.R.S. § 23-1022(E). For purposes of A.R.S. § 23-1022, each Party shall be considered the primary employer of all personnel currently or hereafter employed by that Party, irrespective of the protocol in place, and said Party shall have the sole responsibility for the payment of workers’ compensation benefits or other fringe benefits of said employees. 19.Third Parties. Nothing in this Agreement is intended to confer any rights or remedies to a person or entity not a Party to this Agreement, or the successor or assigns of a Party. Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 223 of 256 5 20.Immigration Compliance. As required by A.R.S. § 41-4401, the Parties are prohibited after September 30, 2008, from awarding a contract to any contractor or subcontractor that fails to comply with A.R.S. § 23-214(A). The Parties must also ensure that every contractor and subcontractor complies with federal immigration laws and regulations that relate to their employees and A.R.S. § 23-214(A). Therefore, in signing or performing any contract for the Parties, the Parties fully understand that: a.They warrant that they and any subcontractors they may use comply with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214(A); b.A breach of the warranty described in subsection A, shall be deemed a material breach of the contract that is subject to penalties up to and including termination of the contract; and c.The Parties or their designees retain the legal right to inspect the papers of any contractor or subcontractor employee who works on the contract to ensure that the contractor or subcontractor is complying with the warranty under subsection A. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures. The “Town” The “District” The Town of Marana Northwest Fire District By: ______________________ By: ____________________ Its: Mayor Its: Chairperson Date: _________________ Date: _________________ Attest: Attest: By: ______________________ By: ____________________ Its: Clerk Its: Clerk Approval The foregoing Intergovernmental Agreement between District and Town has been reviewed by the undersigned and is hereby approved as to content. _____________________________________________ David Spurlock, Marana Chief Building Official Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 224 of 256 6 ATTORNEY CERTIFICATION The foregoing Intergovernmental Agreement has been reviewed pursuant to A.R.S. § 11-952 by the undersigned, who have determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to those parties to the Intergovernmental Agreement represented by the undersigned. ____________________________ Thomas A. Benavidez Attorney, Northwest Fire District _________________________________ Jane Fairall Attorney, Town of Marana Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 225 of 256 7 EXHIBIT A DISTRICT’S PLAN REVIEW PERFORMANCE TARGETS Permit Types Permit Types 1st Review 1st Review 2nd Review 2nd Review 3rd Review 3rd Review 1st Review 1st Review 2nd Review 2nd Review 3rd Review 1st Review 1st Review 2nd Review 2nd Review 3rd Review 3rd Review 1st Review 1st Review 2nd Review 2nd Review 3rd Review 3rd Review 1st Review 2nd Review 3rd Review 1st Review 2nd Review 3rd Review 1st Review 2nd Review 3rd Review Footnotes: These plan review timeframes are subject to changed based on workload and staffing levels. a)Not all submittals are subject to review by the District or all development services departments b)Review times for submittals routed after 2p.m. will be logged in for the next business day. c)Revisions & deffered submittal review timeframes are the same as the 2nd review timeframe per submittal type 10 5 3 NEW SFR MODEL PLAN *Not routed to NWFD for review 2 Town of Marana & Northwest Fire Town of Marana & Northwest Fire Factory Built Buildings, Modular Buildings, Construction Trailers & Manufactured Homes 5 3 7 10 Great than 2001 Sq Ft NEW COMMERCIAL PLANS Less than 5,000 Sq Ft (Review Days) 5,001-10,000 Sq Ft 10,001-20,00 Sq Ft 20,001-30,000 Sq Ft Over 30,001 Sq Ft TENANT IMPROVEMENT PLANS Less than 2,000 Sq Ft 5 10 25 7 32 RESIDENTIAL SUBMITTALS NEW SFR (LOT PERMIT) *Not routed to NWFD for review 3 2 CUSTOM SFR 15 3 15 30 BUSINESS WORKING DAYS ONLY 10 7 3 15 20 45 10 25 40 5 15 30 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 226 of 256 8 EXHIBIT B DISTRICT FEE SCHEDULE FOR SERVICES FOR DISTRICT RESIDENTS Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 227 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Commercial Cooking Suppression System Installation per submittal $415.00 Fees are for one system installation. Commercial Cooking Suppression System - Additional per submittal $238.63 Fees are for each additional system installation. Commercial Cooking Suppression System Modification per submittal $186.75 Fees are for modifications, per each system. Commercial Fire Sprinkler System Installation per submittal $581.00 Fees are for new system installation: 0-100 sprinkler heads. Commercial Fire Sprinkler System Installation per submittal $1,099.75 Fees are for new system installation: 101 - 400 sprinkler heads. Commercial Fire Sprinkler System Installation per submittal $373.50 Fees are for new system installation each additional 1-400 sprinkler heads. Commercial Fire Sprinkler System Installation - Multi Story per submittal $290.50 Fees are for each floor above or below first floor, in addition to installation permit fees. Commercial Fire Sprinkler System Installation - In Rack Storage per submittal $383.88 Fees are for in rack storage system installation or modification, per system. Commercial Fire Sprinkler System Modification per submittal $186.75 Fees are for modifications affecting 1-20 heads. Commercial Fire Sprinkler System Modification per submittal $342.38 Fees are for modifications affecting 21-100 heads. Commercial Fire Sprinkler System Modification per submittal $477.25 Fees are for modifications affecting 101-500 heads. Commercial Fire Sprinkler System Modification per submittal $684.75 For modifications affecting 501 heads or more, permit fees will be treated as a new system. Automatic Extinguishing Systems - Commercial Unless otherwise noted, fees include an initial plan review, a second plan review, one intermediate inspection and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Fees do not include inspections of underground fire lines. 1 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 228 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Special Hazard System Installation per submittal $425.38 Fees are for Clean Agent, Dry Chemical, Carbon Dioxide, and Other Special Extinguishing Systems: 0- 5000 square feet. Special Hazard System Installation per submittal $186.75 Fees are for each additional 5,000 square feet or fraction thereof. Special Hazard System Modification per submittal $228.25 Fees are for modifications, per each system. Residential Fire Sprinkler System Installation per submittal $394.25 Fees are for residential homes 0-5000 square feet. Residential Fire Sprinkler System Installation per submittal $549.88 Fees are for residential homes 5001-10,000 square feet. Residential Fire Sprinkler System Installation per submittal $591.38 Fees are for residential homes 10,001 square feet and above. Water Tank Installation for Residential Fire Sprinkler System per submittal $207.50 Fees are for each tank, per system. Residential Fire Sprinkler System Modification per submittal $186.75 Fees are for modifications affecting 1-10 heads. Residential Fire Sprinkler System Modification per submittal Refer to New System Fees For modifications affecting more than 10 heads, permit fees will be treated as a new system for the appropriate square footage Automatic Extinguishing Systems - Residential NFPA 13D and 13R in a Single Family Dwelling Unless otherwise noted, fees include an initial plan review, a second plan review, one intermediate inspection (including underground) and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Automatic Extinguishing Systems - Commercial Unless otherwise noted, fees include an initial plan review, a second plan review, one intermediate inspection and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Fees do not include inspections of underground fire lines. 2 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 229 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Compressed Gas System Installation per submittal $508.38 Fees are for one system installation. Compressed Gas System Modification (Not to exceed 50% of system)per submittal $290.50 Fees are for modifications, per each system. Carbon Dioxide (CO2) Beverage Systems per submittal $207.50 Fees are for one system installation. Firefighter Breathing Air System Installation per submittal $850.75 Fees are for one system installation. Firefighter Breathing Air System Modification (Not to exceed 50% of system)per submittal $548.59 Fees are for modifications, per each system. Liquefied Petroleum Gases (LPG) System Installation per submittal $311.25 Fees are for one system installation. LPG System - Add Fixed Fire Protection per submittal $207.50 Fees are for one system installation. LPG System Modification per submittal $207.50 Fees are for modifications, per each system. Access Gates - Installation or Modification per submittal $290.50 Fees are for gate installations or modifications on the same property, per each submittal. Fire Apparatus Access Roads - Modification per submittal $238.63 Fees are for each modifications, per each submittal. Compressed Gas Systems Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Fire Access - Road and Gates 3 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 230 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Base Fire Alarm System or Fire Protection Monitoring System Installation (includes new systems and modifications to existing systems) per submittal $238.63 Fees are for Base Fire Alarm System equipment (which includes, but it not limited to: the FACP, annunciator panels, power supply/booster panels, dialers and monitoring equipment) and up to 10 initiating devices (including flow switches and tampers) and/or notifications appliances. Fire Alarm System: Notification Appliances per appliance $5.19 Fees are per notification appliance in excess of those included with the base fire alarm. Fire Alarm System: Initiating Devices (to include but not limited to: smoke, heat and CO2 detectors; pull stations and supervisory switches) per device $10.38 Fees are per initiating device in excess to those included in the base fire alarm. Fire Alarm System: Multi Story per submittal $114.13 Fees are for each floor above or below first floor, in addition to base fire alarm fees.. Commercial Fire Pumps and Related Equipment Installation per submittal $788.50 Fees are for new single pump installation, includes tank. Commercial Fire Pumps and Related Equipment Installation - Additional per submittal $529.13 Fees are for each additional pump installation. Commercial Fire Pumps and Related Equipment Modification per submittal $373.50 Fees are for modifications not requiring tests. Fire Alarm and Monitoring Systems Fire Pumps, Related Equipment and Water Tanks Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. 4 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 231 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Commercial Fire Pumps and Related Equipment Modification per submittal $581.00 Fees are for modifications requiring tests. Water Tank Installation for Commercial Fire Protection System per submittal $207.50 Fees are for each tank, per system. Fireworks and Pyrotechnics Display/Show per display or show $632.88 Fees are for first show/display which includes review and inspection. Additional fee for fire protection operational standby may be required as determined by the fire code official. Fireworks and Pyrotechnics Display/Show - Repeat repeat show at same site $207.50 Fees are for repeat show at same site. Shows must be consecutive. Flame Effects Material, Use and Handling first show $632.88 Fees are per display, which includes review and inspection. Flame Effects Material, Use and Handling - Repeat each repeat show at same site $207.50 Fees are for repeat show at same site. Shows must be consecutive. Inspection After Business Hours as requested $230.56 Fees are per hour with a 2 hour minimum for services or inspections requested after business hours; for inspections requiring more than 2 inspectors, fee will be per hour, per inspector. Reinspection: Failure to Have Approved Plans On Site per incident $230.56 Fees are per incident. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Fireworks, Pyrotechnics and Flame Effects Fire Pumps, Related Equipment and Water Tanks Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Inspections 5 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 232 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Reinspection: Failure to Install Per Approved Plan per incident $230.56 Fees are per incident. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Reinspection: Failure to Pretest Fire Protection System per incident $230.56 Fees are per incident for failure to pretest system. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Reinspection: Inspection No-show per incident $230.56 Fees are for failure to attend a scheduled inspection after 30 minute Fire Code Official wait time. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Reinspection: Not Otherwise Specified per incident $230.56 Fees are per incident. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Residential Subdivision Final Inspection (Closeout)per incident $207.50 Fees are per each closeout inspection. Fire Protection Contractor Business Certificate Permit annually $103.75 Fees are per annual renewal. Fire Protection Contractor Business Certificate permits expire on December 31st of each year. Hot work Operations - Temporary per submittal $207.50 Fees are for hot kettles, welding, soldering, brazing at construction sites. Operational Permit per permit $207.50 Fees are based on other operations or event inspections not already listed. Processing and Extraction Facilities annually $207.50 Fees are per annual renewal. Permits expire on December 31st of each year. Temporary Use Permit per permit $207.50 Fees are based on other operations or event inspections not already listed. Inspections Operational Permits 6 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 233 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Other Operational Permits - IFC (Permit Not Separately Indicated) per submittal $207.50 Fees are for other annual permits, inspections or event permits and inspections not already listed in fee schedule. Construction Document Review - Building Construction - New Building per submittal $415.00 Fees are for 0-52,000 square feet, includes two reviews. Construction Document Review - Building Construction - New Building per submittal $207.50 Fees are for each additional 52,000 square feet or fractional thereof. Construction Document Review - Building Construction - Modification, Tenant Improvements, Landlord Improvements per submittal $207.50 Fees are for 0-52,000 square feet. Includes two reviews. Construction Document Review - Building Construction - Modification, Tenant Improvements, Landlord Improvements per submittal $207.50 Fees are for each additional 52,000 square feet or fraction thereof. Construction Document Review - Development, Preliminary and Concept per submittal $518.75 Fees are per development plan submitted up to 99,999 square feet. Construction Document Review - Development, Preliminary and Concept per submittal $310.89 Fees are for additional, each separately submitted unit, or phase. Construction Document Review - Development, Preliminary and Concept per submittal $1,037.50 Fees are per development plan submitted 100,000- 249,999 square feet. Construction Document Review - Development, Preliminary and Concept per submittal $518.75 Fees are for additional, each separately submitted unit, or phase. Construction Document Review - Development, Preliminary and Concept per submittal $2,073.42 Fees are per development plan submitted 250,000- 500,000 square feet. Construction Document Review - Development, Preliminary and Concept per submittal $1,037.50 Fees are for additional, each separately submitted unit, or phase. Construction Document Review - Development, Preliminary and Concept per submittal $3,112.50 Fees are per development plan submitted over 500,000 square feet. Plan Review Operational Permits 7 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 234 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Construction Document Review - Development, Preliminary and Concept per submittal $1,556.25 Fees are for additional, each separately submitted unit, or phase. Construction Document Review - Residential Construction - Modification, Tenant Improvements, Landlord Improvements per hour $103.75 Fees are per hour for plan review. Plan Review -Expedited Permit/Plan Review per submittal $518.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation and complete plan review within 48 hours. Plan Review - Revision to Previously Approved Plan per submittal 50%Fees are per permit / one review. 50% of original permit fees. Plan Review - 3rd and Subsequent Reviews per submittal 50%Fees are per permit / each review. 50% of original permit fees. Residential Plats - 1-5 Private Parties per submittal $103.75 Fees are per submittal and one re-submittal within one year. Residential Plats - 1-5 Lot Split per submittal $207.50 Fees are per submittal and one re-submittal within one year. Residential Plats - 6-30 Lots per submittal $259.38 Fees are per submittal and one re-submittal within one year. Residential Plats - 31-200 Lots per submittal $311.25 Fees are per submittal and one re-submittal within one year. Residential Plats - Greater than 200 Lots per submittal $415.00 Fees are per submittal and one re-submittal within one year. Plan Review 8 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 235 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Spray Booth, Room, Area or Dip Tank per submittal $311.25 Fees are per booth, room, area or dip tank. Spray Booth, Room, Area or Dip Tank - Additional per submittal $207.50 Fees are for each additional booth, room, area or dip tank. Spray Booth, Room, Area or Dip Tank Modification per submittal $207.50 Fees are for modifications for each booth, room, area or dip tank. Special Events - Holiday / Seasonal Sales (Christmas Trees, Pumpkins, Valentines, Fireworks, etc.)per event $103.75 Fees are for 1 initial inspection and 1 follow-up inspection only. Separate tent permit is required. Special Events-Extension of Premise / Assembly per inspection $103.75 Fees are for 1 initial inspection and 1 follow-up inspection only. Separate tent permit is required. Special Events Inspection - During Normal Business Hours per hour $103.75 Fees are per hour. Special Events Inspection - After Business Hours per hour $230.56 Fees are per hour with a 2 hour minimum for services or inspections requested after business hours; for inspections requiring more than 2 inspectors, fee will be per hour, per inspector Spray Booths, Rooms, Areas or Dip Tanks Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions and extra inspections are subject to additional fees. Separate fire suppression system permit is required. Special Events / Seasonal Sales 9 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 236 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Cell Tower per submittal $103.75 Fees are for each tower. Commercial Kitchen Cooking Oil Storage System per submittal $228.41 Fees are for each system. Emergency Responder Radio System Coverage per submittal $228.41 Fees are for each system. Solar Photovoltaic Power System per submittal $103.75 Fees are for each system. Special Locking Arrangements (Access Control, Electromagnetic Locks, Delayed Egress, etc.)per submittal $311.25 Fees are for each system. Commercial Standpipe System Installation per submittal $383.88 Fees are for systems with 1-10 outlets. Commercial Standpipe System Installation - Additional per submittal $217.89 Fees are for each additional 1-4 outlets or fraction thereof. Commercial Standpipe System Modification per submittal $197.13 Fees are for modifications to the system. Residential Standpipe Installation per submittal $311.25 Fees are per each standpipe and include a visual inspection, one hydrostatic test and one flush. Commercial Underground Fire Main Installation per submittal $415.00 Fees are for new system: the first 500 feet for review, inspection, hydrostatic test and flush. Commercial Underground Fire Main Installation - Additional per submittal $155.63 Fees are for additional each additional 500 feet or fraction thereof. Standpipes and Underground Piping Special Systems Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. 10 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 237 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 State Licensed Facility Inspection - Adult Day Care per inspection $103.75 Plus $10 per bed. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Assisted Living Center for 11 or More People per inspection $103.75 Plus $10 per bed which includes 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Assisted Living Home for 1-10 People per inspection $103.75 Plus $10 per bed which includes 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Behavioral Health Facility per inspection $103.75 Plus $10 per bed. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Child Day Care for 1-50 People per inspection $103.75 Fees are for 1-50 people. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Child Day Care for 51 or More People per inspection $103.75 Fees are for 51 or more people. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Correctional Facility per inspection $103.75 Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Foster Home per inspection $103.75 Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Hospital per inspection $103.75 Plus $10 per bed. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Juvenile Group Home per inspection $103.75 Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Nursing Home per inspection $103.75 Plus $10 per bed. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspections Unless otherwise noted, fees include one initial inspection and one follow-up inspection. Extra inspections are subject to additional fees. 11 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 238 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 State Licensed Facility Inspection - Other per inspection $103.75 Fees are for 1 initial inspection and 1 follow-up inspection. Abandon Storage Tank in Place per incident $207.50 Fees are per each tank. Aboveground Storage Tank Installation per submittal $311.25 Fees are for first tank. Aboveground Storage Tank Installation - Additional each additional $207.50 Fees are for each additional tank. Storage Tank Installation in Vault per submittal $207.50 Fees are in addition to Aboveground Storage Tank Installation fees. Underground Storage Tank Closure per incident $207.50 Fees are each tank including pumping out contents Underground Storage Tank Removal per incident $207.50 Fees are for each tank including pumping out contents. Tents and Membrane Structures single tent $311.25 Fees are for single tent. Note: Tent permits must be submitted 10 business days in advance of event. A Fee of $30 per day progressive penalty shall be assessed for permit applications not submitted 10 days prior to the event. Tents and Membrane Structures Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Storage Tanks State Licensed Facility Inspections Unless otherwise noted, fees include one initial inspection and one follow-up inspection. Extra inspections are subject to additional fees. 12 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 239 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Tents and Membrane Structures - Additional each additional tent on site $155.88 Fees are for each additional tent on site. Fire Watch/Standby - Fire Code Official as required $103.75 Fees are per hour with a minimum of 2 hours, when available and pre-approval by Chief. Does not include operational response equipment. Additional fees may be required. Staff Consultation, Research or Pre-Application Meetings or Conferences per hour $103.75 Fees are per hour with a 2 hour minimum. Water System with Hydrants Installation per submittal $415.00 Fees are for new system: the first 500 feet for review, inspection and flow testing. Water System with Hydrants Installation - Additional per submittal $155.63 Fees are for additional each additional 500 feet or fraction thereof. Water System with Hydrants - Tank and Pump Installation per submittal $415.00 Fees are for new tank and pump on hydrant systems. Water System with Hydrants - Revision per submittal 50% of original permit fee Fees are for revisions to previously approved plan. Water Systems with Hydrants Use of Fire Department Staff Tents and Membrane Structures Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. 13 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 240 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE IN DISTRICT July 1, 2020 Fire Code Appeal to the Fire Code Official per submittal $518.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation, site visits and inspections. Fire Code Variance Request per submittal $518.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation, site visits and inspections. Life Safety Review per submittal $518.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation, site visits and inspections. Technical Review per submittal $518.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation, site visits and inspections. Fire Hydrant Flow Test per incident $103.75 Fees are for each flow test. Other Construction Permits - IFC (permit not separately indicated)per submittal $207.50 Fees are per permit. Removal of Fire Protection Equipment per system $207.50 Fees are for each fire protection system removed. Renewal of Expired Permit - Within 180 Days of Expiration per submittal 50%Fees are per permit. 50% of original permit fees. Renewal of Expired Permit - After 180 Days of Expiration per submittal 100%Fees are per permit. 100% of original permit fees. Work Without Approved Permit per incident 300%Fees are based on two (2) times the amount of the original permit fee. Miscellaneous 14 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 241 of 256 9 EXHIBIT C DISTRICT FEE SCHEDULE FOR SERVICES FOR NON-DISTRICT RESIDENTS Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 242 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Commercial Cooking Suppression System Installation per submittal $922.20 Fees are for one system installation. Commercial Cooking Suppression System - Additional per submittal $530.26 Fees are for each additional system installation. Commercial Cooking Suppression System Modification per submittal $414.98 Fees are for modifications, per each system. Commercial Fire Sprinkler System Installation per submittal $1,291.08 Fees are for new system installation: 0-100 sprinkler heads. Commercial Fire Sprinkler System Installation per submittal $2,443.83 Fees are for new system installation: 101 - 400 sprinkler heads. Commercial Fire Sprinkler System Installation per submittal $829.98 Fees are for new system installation each additional 1-400 sprinkler heads. Commercial Fire Sprinkler System Installation - Multi Story per submittal $645.54 Fees are for each floor above or below first floor, in addition to installation permit fees. Commercial Fire Sprinkler System Installation - In Rack Storage per submittal $853.02 Fees are for in rack storage system installation or modification, per system. Commercial Fire Sprinkler System Modification per submittal $414.98 Fees are for modifications affecting 1-20 heads. Commercial Fire Sprinkler System Modification per submittal $760.81 Fees are for modifications affecting 21-100 heads. Commercial Fire Sprinkler System Modification per submittal $1,060.53 Fees are for modifications affecting 101-500 heads. Commercial Fire Sprinkler System Modification per submittal $1,521.63 For modifications affecting 501 heads or more, permit fees will be treated as a new system. Automatic Extinguishing Systems - Commercial Unless otherwise noted, fees include an initial plan review, a second plan review, one intermediate inspection and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Fees do not include inspections of underground fire lines. 1 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 243 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Special Hazard System Installation per submittal $945.26 Fees are for Clean Agent, Dry Chemical, Carbon Dioxide, and Other Special Extinguishing Systems: 0- 5000 square feet. Special Hazard System Installation per submittal $414.98 Fees are for each additional 5,000 square feet or fraction thereof. Special Hazard System Modification per submittal $507.21 Fees are for modifications, per each system. Residential Fire Sprinkler System Installation per submittal $876.08 Fees are for residential homes 0-5000 square feet. Residential Fire Sprinkler System Installation per submittal $1,221.91 Fees are for residential homes 5001-10,000 square feet. Residential Fire Sprinkler System Installation per submittal $1,314.12 Fees are for residential homes 10,001 square feet and above. Water Tank Installation for Residential Fire Sprinkler System per submittal $461.10 Fees are for each tank, per system. Residential Fire Sprinkler System Modification per submittal $414.98 Fees are for modifications affecting 1-10 heads. Residential Fire Sprinkler System Modification per submittal Refer to New System Fees For modifications affecting more than 10 heads, permit fees will be treated as a new system for the appropriate square footage Automatic Extinguishing Systems - Residential NFPA 13D and 13R in a Single Family Dwelling Unless otherwise noted, fees include an initial plan review, a second plan review, one intermediate inspection (including underground) and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Automatic Extinguishing Systems - Commercial Unless otherwise noted, fees include an initial plan review, a second plan review, one intermediate inspection and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Fees do not include inspections of underground fire lines. 2 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 244 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Compressed Gas System Installation per submittal $1,129.69 Fees are for one system installation. Compressed Gas System Modification (Not to exceed 50% of system)per submittal $645.53 Fees are for modifications, per each system. Carbon Dioxide (CO2) Beverage Systems per submittal $461.10 Fees are for one system installation. Firefighter Breathing Air System Installation per submittal $1,890.52 Fees are for one system installation. Firefighter Breathing Air System Modification (Not to exceed 50% of system)per submittal $1,217.30 Fees are for modifications, per each system. Liquefied Petroleum Gases (LPG) System Installation per submittal $691.65 Fees are for one system installation. LPG System - Add Fixed Fire Protection per submittal $461.10 Fees are for one system installation. LPG System Modification per submittal $461.10 Fees are for modifications, per each system. Access Gates - Installation or Modification per submittal $645.53 Fees are for gate installations or modifications on the same property, per each submittal. Fire Apparatus Access Roads - Modification per submittal $530.26 Fees are for each modifications, per each submittal. Fire Access - Road and Gates Compressed Gas Systems Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. 3 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 245 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Base Fire Alarm System or Fire Protection Monitoring System Installation (includes new systems and modifications to existing systems) per submittal $530.27 Fees are for Base Fire Alarm System equipment (which includes, but it not limited to: the FACP, annunciator panels, power supply/booster panels, dialers and monitoring equipment) and up to 10 initiating devices (including flow switches and tampers) and/or notifications appliances. Fire Alarm System: Notification Appliances per appliance $11.53 Fees are per notification appliance in excess of those included with the base fire alarm. Fire Alarm System: Initiating Devices (to include but not limited to: smoke, heat and CO2 detectors; pull stations and supervisory switches) per device $23.06 Fees are per initiating device in excess to those included in the base fire alarm. Fire Alarm System: Multi Story per submittal $253.61 Fees are for each floor above or below first floor, in addition to base fire alarm fees. Commercial Fire Pumps and Related Equipment Installation per submittal $1,752.18 Fees are for new single pump installation, includes tank. Commercial Fire Pumps and Related Equipment Installation - Additional per submittal $1,175.81 Fees are for each additional pump installation. Commercial Fire Pumps and Related Equipment Modification per submittal $829.97 Fees are for modifications not requiring tests. Fire Alarm and Monitoring Systems Fire Pumps, Related Equipment and Water Tanks Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. 4 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 246 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Commercial Fire Pumps and Related Equipment Modification per submittal $1,291.08 Fees are for modifications requiring tests. Water Tank Installation for Commercial Fire Protection System per submittal $461.10 Fees are for each tank, per system. Fireworks and Pyrotechnics Display/Show per display or show $1,406.36 Fees are for first show/display which includes review and inspection. Additional fee for fire protection operational standby may be required as determined by the fire code official. Fireworks and Pyrotechnics Display/Show - Repeat repeat show at same site $461.10 Fees are for repeat show at same site. Shows must be consecutive. Flame Effects Material, Use and Handling first show $1,406.36 Fees are per display, which includes review and inspection. Flame Effects Material, Use and Handling - Repeat each repeat show at same site $461.10 Fees are for repeat show at same site. Shows must be consecutive. Inspection After Business Hours as requested $230.55 Fees are per hour with a 2 hour minimum for services or inspections requested after business hours; for inspections requiring more than 2 inspectors, fee will be per hour, per inspector. Reinspection: Failure to Have Approved Plans On Site per incident $230.55 Fees are per incident. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Inspections Fireworks, Pyrotechnics and Flame Effects Fire Pumps, Related Equipment and Water Tanks Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. 5 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 247 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Reinspection: Failure to Install Per Approved Plan per incident $230.55 Fees are per incident. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Reinspection: Failure to Pretest Fire Protection System per incident $230.55 Fees are per incident for failure to pretest system. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Reinspection: Inspection No-show per incident $230.55 Fees are for failure to attend a scheduled inspection after 30 minute Fire Code Official wait time. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Reinspection: Not Otherwise Specified per incident $230.55 Fees are per incident. Fees must be paid prior to scheduling 2nd or subsequent inspection(s). Residential Subdivision Final Inspection (Closeout)per incident $461.10 Fees are per each closeout inspection. Fire Protection Contractor Business Certificate Permit annually $230.55 Fees are per annual renewal. Fire Protection Contractor Business Certificate permits expire on December 31st of each year. Hot work Operations - Temporary per submittal $461.10 Fees are for hot kettles, welding, soldering, brazing at construction sites. Operational Permit per permit $461.10 Fees are based on other operations or event inspections not already listed. Processing and Extraction Facilities annually $461.10 Fees are per annual renewal. Permits expire on December 31st of each year. Temporary Use Permit per permit $461.10 Fees are based on other operations or event inspections not already listed. Operational Permits Inspections 6 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 248 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Other Operational Permits - IFC (Permit Not Separately Indicated) per submittal $230.55 Fees are for other annual permits, inspections or event permits and inspections not already listed in fee schedule. Construction Document Review - Building Construction - New Building per submittal $922.20 Fees are for 0-52,000 square feet, includes two reviews. Construction Document Review - Building Construction - New Building per submittal $461.10 Fees are for each additional 52,000 square feet or fractional thereof. Construction Document Review - Building Construction - Modification, Tenant Improvements, Landlord Improvements per submittal $461.10 Fees are for 0-52,000 square feet. Includes two reviews. Construction Document Review - Building Construction - Modification, Tenant Improvements, Landlord Improvements per submittal $461.10 Fees are for each additional 52,000 square feet or fraction thereof. Construction Document Review - Development, Preliminary and Concept per submittal $1,152.75 Fees are per development plan submitted up to 99,999 square feet. Construction Document Review - Development, Preliminary and Concept per submittal $689.34 Fees are for additional, each separately submitted unit, or phase. Construction Document Review - Development, Preliminary and Concept per submittal $2,305.50 Fees are per development plan submitted 100,000- 249,999 square feet. Construction Document Review - Development, Preliminary and Concept per submittal $1,152.75 Fees are for additional, each separately submitted unit, or phase. Construction Document Review - Development, Preliminary and Concept per submittal $4,606.38 Fees are per development plan submitted 250,000- 500,000 square feet. Construction Document Review - Development, Preliminary and Concept per submittal $2,305.50 Fees are for additional, each separately submitted unit, or phase. Construction Document Review - Development, Preliminary and Concept per submittal $6,916.50 Fees are per development plan submitted over 500,000 square feet. Plan Review Operational Permits 7 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 249 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Construction Document Review - Development, Preliminary and Concept per submittal $3,458.25 Fees are for additional, each separately submitted unit, or phase. Construction Document Review - Residential Construction - Modification, Tenant Improvements, Landlord Improvements per hour $230.55 Fees are per hour for plan review. Plan Review -Expedited Permit/Plan Review per submittal $1,152.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation and complete plan review within 48 hours. Plan Review - Revision to Previously Approved Plan per submittal 50%Fees are per permit / one review. 50% of original permit fees. Plan Review - 3rd and Subsequent Reviews per submittal 50%Fees are per permit / each review. 50% of original permit fees. Residential Plats - 1-5 Private Parties per submittal $230.55 Fees are per submittal and one re-submittal within one year. Residential Plats - 1-5 Lot Split per submittal $461.10 Fees are per submittal and one re-submittal within one year. Residential Plats - 6-30 Lots per submittal $576.38 Fees are per submittal and one re-submittal within one year. Residential Plats - 31-200 Lots per submittal $691.65 Fees are per submittal and one re-submittal within one year. Residential Plats - Greater than 200 Lots per submittal $922.20 Fees are per submittal and one re-submittal within one year. Plan Review 8 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 250 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Spray Booth, Room, Area or Dip Tank per submittal $691.65 Fees are per booth, room, area or dip tank. Spray Booth, Room, Area or Dip Tank - Additional per submittal $461.10 Fees are for each additional booth, room, area or dip tank. Spray Booth, Room, Area or Dip Tank Modification per submittal $461.10 Fees are for modifications for each booth, room, area or dip tank. Special Events - Holiday / Seasonal Sales (Christmas Trees, Pumpkins, Valentines, Fireworks, etc.)per event $230.55 Fees are for 1 initial inspection and 1 follow-up inspection only. Separate tent permit is required. Special Events-Extension of Premise / Assembly per inspection $230.55 Fees are for 1 initial inspection and 1 follow-up inspection only. Separate tent permit is required. Special Events Inspection - During Normal Business Hours per hour $230.55 Fees are per hour. Special Events Inspection - After Business Hours per hour $230.55 Fees are per hour with a 2 hour minimum for services or inspections requested after business hours; for inspections requiring more than 2 inspectors, fee will be per hour, per inspector Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions and extra inspections are subject to additional fees. Separate fire suppression system permit is required. Special Events / Seasonal Sales Spray Booths, Rooms, Areas or Dip Tanks 9 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 251 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Cell Tower per submittal $230.55 Fees are for each tower. Commercial Kitchen Cooking Oil Storage System per submittal $507.56 Fees are for each system. Emergency Responder Radio System Coverage per submittal $507.56 Fees are for each system. Solar Photovoltaic Power System per submittal $230.55 Fees are for each system. Special Locking Arrangements (Access Control, Electromagnetic Locks, Delayed Egress, etc.)per submittal $691.65 Fees are for each system. Commercial Standpipe System Installation per submittal $853.04 Fees are for systems with 1-10 outlets. Commercial Standpipe System Installation - Additional per submittal $484.17 Fees are for each additional 1-4 outlets or fraction thereof. Commercial Standpipe System Modification per submittal $438.04 Fees are for modifications to the system. Residential Standpipe Installation per submittal $691.65 Fees are per each standpipe and include a visual inspection, one hydrostatic test and one flush. Commercial Underground Fire Main Installation per submittal $922.20 Fees are for new system: the first 500 feet for review, inspection, hydrostatic test and flush. Commercial Underground Fire Main Installation - Additional per submittal $345.83 Fees are for additional each additional 500 feet or fraction thereof. Standpipes and Underground Piping Special Systems Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. 10 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 252 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 State Licensed Facility Inspection - Adult Day Care per inspection $230.55 Plus $10 per bed. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Assisted Living Center for 11 or More People per inspection $230.55 Plus $10 per bed which includes 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Assisted Living Home for 1-10 People per inspection $230.55 Plus $10 per bed which includes 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Behavioral Health Facility per inspection $230.55 Plus $10 per bed. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Child Day Care for 1-50 People per inspection $230.55 Fees are for 1-50 people. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Child Day Care for 51 or More People per inspection $230.55 Fees are for 51 or more people. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Correctional Facility per inspection $230.55 Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Foster Home per inspection $230.55 Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Hospital per inspection $230.55 Plus $10 per bed. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Juvenile Group Home per inspection $230.55 Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspection - Nursing Home per inspection $230.55 Plus $10 per bed. Fees are for 1 initial inspection and 1 follow-up inspection. State Licensed Facility Inspections Unless otherwise noted, fees include one initial inspection and one follow-up inspection. Extra inspections are subject to additional fees. 11 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 253 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 State Licensed Facility Inspection - Other per inspection $230.55 Fees are for 1 initial inspection and 1 follow-up inspection. Abandon Storage Tank in Place per incident $461.10 Fees are per each tank. Aboveground Storage Tank Installation per submittal $691.65 Fees are for first tank. Aboveground Storage Tank Installation - Additional each additional $461.10 Fees are for each additional tank. Storage Tank Installation in Vault per submittal $461.10 Fees are in addition to Aboveground Storage Tank Installation fees. Underground Storage Tank Closure per incident $461.10 Fees are each tank including pumping out contents Underground Storage Tank Removal per incident $461.10 Fees are for each tank including pumping out contents. Tents and Membrane Structures single tent $691.65 Fees are for single tent. Note: Tent permits must be submitted 10 business days in advance of event. A Fee of $30 per day progressive penalty shall be assessed for permit applications not submitted 10 days prior to the event. Tents and Membrane Structures Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. Storage Tanks State Licensed Facility Inspections Unless otherwise noted, fees include one initial inspection and one follow-up inspection. Extra inspections are subject to additional fees. 12 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 254 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Tents and Membrane Structures - Additional each additional tent on site $346.39 Fees are for each additional tent on site. Fire Watch/Standby - Fire Code Official as required $230.55 Fees are per hour with a minimum of 2 hours, when available and pre-approval by Chief. Does not include operational response equipment. Additional fees may be required. Staff Consultation, Research or Pre-Application Meetings or Conferences per hour $230.55 Fees are per hour with a 2 hour minimum. Water System with Hydrants Installation per submittal $922.20 Fees are for new system: the first 500 feet for review, inspection and flow testing. Water System with Hydrants Installation - Additional per submittal $345.83 Fees are for additional each additional 500 feet or fraction thereof. Water System with Hydrants - Tank and Pump Installation per submittal $922.20 Fees are for new tank and pump on hydrant systems. Water System with Hydrants - Revision per submittal 50% of original permit fee Fees are for revisions to previously approved plan. Water Systems with Hydrants Use of Fire Department Staff Tents and Membrane Structures Unless otherwise noted, fees include an initial plan review, a second plan review, and one final inspection. Plan revisions after approval and extra inspections are subject to additional fees. 13 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 255 of 256 NORTHWEST FIRE DISTRICT FIRE CODE PERMIT AND FEE SCHEDULE OUT OF DISTRICT July 1, 2020 Fire Code Appeal to the Fire Code Official per submittal $1,152.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation, site visits and inspections. Fire Code Variance Request per submittal $1,152.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation, site visits and inspections. Life Safety Review per submittal $1,152.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation, site visits and inspections. Technical Review per submittal $1,152.75 Fees are per request. Costs are based on 5 hours of time to research, provide code consultation, site visits and inspections. Fire Hydrant Flow Test per incident $230.55 Fees are for each flow test. Other Construction Permits - IFC (permit not separately indicated)per submittal $461.10 Fees are per permit. Removal of Fire Protection Equipment per system $461.10 Fees are for each fire protection system removed. Renewal of Expired Permit - Within 180 Days of Expiration per submittal 50%Fees are per permit. 50% of original permit fees. Renewal of Expired Permit - After 180 Days of Expiration per submittal 100%Fees are per permit. 100% of original permit fees. Work Without Approved Permit per incident 300%Fees are based on two (2) times the amount of the original permit fee. Miscellaneous 14 of 14 NWFD 2020 In District Fire Code Permit and Fee Schedule Adopted February 25, 2020 Resolution No. 2020-004 Exhibit A to Marana Resolution No. 2022-108 Marana Regular Town Council Meeting October 18, 2022 Page 256 of 256