RES_10-26_-_Festival_Ranch_CFD_SARB_Sr.pdf
City of Buckeye — Joint Community Facilities Districts (2026-05-19)
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RESOLUTION NO. 10-26 (Festival Ranch)
RESOLUTION OF THE BOARD OF DIRECTORS OF THE FESTIVAL RANCH
COMMUNITY FACILITIES DISTRICT (CITY OF BUCKEYE, ARIZONA)
AUTHORIZING THE ISSUANCE OF ITS ASSESSMENT DISTRICT NO. 15
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2026, IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,730,000;
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A BOND REGISTRAR, TRANSFER AGENT AND PAYING
AGENT CONTRACT, A PURCHASE CONTRACT RELATING TO THE BONDS,
A CONTINUING DISCLOSURE UNDERTAKING, AND CERTAIN OTHER
DOCUMENTS SECURING THE PAYMENT OF OR RELATING TO THE BONDS;
RATIFYING AND APPROVING A PRELIMINARY OFFICIAL STATEMENT
RELATING TO THE BONDS; APPROVING A FINAL OFFICIAL STATEMENT
RELATING TO THE BONDS; AWARDING THE BONDS TO THE PURCHASER
THEREOF; APPOINTING A REGISTRAR, TRANSFER AGENT AND PAYING
AGENT FOR THE BONDS; TAKING OTHER ACTIONS SECURING THE
PAYMENT OF AND RELATING TO THE BONDS; AND RATIFYING ALL
ACTIONS TAKEN OR TO BE TAKEN TO FURTHER THIS RESOLUTION.
BE IT RESOLVED by the Board of Directors of the Festival Ranch Community Facilities
District (City of Buckeye, Arizona), as follows:
Section 1.
Findings.
(a)
Pursuant to Title 48, Chapter 4, Article 6 of the Arizona Revised Statutes,
as amended (the “Enabling Act”), the Waiver Agreement described below and Resolution No.
06-26 (Festival Ranch) adopted on May 5, 2026 (the “Resolution of Intention”), the Board of
Directors (the “Board of Directors”) of the Festival Ranch Community Facilities District (City of
Buckeye, Arizona) (the “District”) has formed Assessment District No. 15 (the “Assessment
District No. 15”), approved an assessment diagram and its recording in the Office of the
Superintendent of Streets of the District (the “Superintendent”) and declared its intention to: (i)
acquire certain public infrastructure and pay costs and expenses related thereto, including
funding a debt service reserve fund (the “Project”); (ii) assess the costs and expenses of the
Project upon certain benefited real property within the boundaries of the District as described in
the Resolution of Intention; (iii) issue the District’s special assessment revenue bonds (the
“Bonds”) to finance the Project; and (iv) order the public infrastructure projects performed as
described in the Resolution of Intention.
(b)
Pursuant to the terms and provisions of the Festival Ranch Community
Facilities District (City of Buckeye, Arizona) Waiver and Development Agreement Pertaining to
the to be Formed Assessment District No. 15 dated as of April 15, 2026, recorded with the
Maricopa County, Arizona Recorder, at Instrument No. 2026-0225753 (the “Waiver
Agreement”), Pulte Home Company, LLC (the “Owner”) has waived, among other things, certain
requirements relating to the notices, protests, and hearings relating to, among other things, the
formation of Assessment District No. 15, levying of the Assessments (as hereinafter defined),
and the time period for cash payments.
(c)
The Board of Directors has caused a report of the feasibility and benefits
of the Project to be prepared, such report included a description of certain public infrastructure
to be acquired and all other information useful to understand the Project, a map showing, in
general, the location of the Project, an estimate of the cost to acquire, operate and maintain the
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Project, an estimated schedule for completion of the Project, a map or description of the area to
be benefited by the Project, and a plan for financing the Project (the “Report”). A public hearing
on the Report was held May 5, 2026, as provided by law, and, pursuant to the Enabling Act and
the Resolution of Intention, the Report was ratified and approved in all respects.
(d)
Pursuant to and in reliance upon the Waiver Agreement, the Board of
Directors adopted Resolution No. 07-26 (Festival Ranch) on May 5, 2026, ordering the public
infrastructure projects performed as described in the Resolution of Intention.
(e)
Pursuant to and in reliance upon the Waiver Agreement, the Board of
Directors adopted Resolution No. 08-26 (Festival Ranch) on May 5, 2026, approving the levying
of an assessment (the “Assessment” or the “Assessments”) against the real property in
Assessment District No. 15. Pursuant to the Waiver Agreement and other agreements by the
Owner, the Owner waived the requirement for notices of cash demands, the opportunity to
make cash payments and requested the unpaid Assessments go to bond.
(f)
Pursuant to the terms and provisions of the Waiver Agreement, the
Owner, among other things, approved the: (i) proceedings relating to the Assessment and the
Bonds, (ii) Assessment and assessment diagram, (iii) assessment methodology, (iv) method of
collection and foreclosure of Assessments, and (v) terms of the Bonds.
(g)
The Board of Directors has determined to authorize the issuance of the
Bonds described herein to provide funds for the Project and any and all of the public
infrastructure purposes provided for in the Enabling Act and the General Plan of the District.
(h)
Pursuant to the Enabling Act, the District has also determined to enter
into a Bond Registrar, Transfer Agent and Paying Agent Contract, dated as of June 1, 2026, or
such other date as set forth in the hereinafter defined Purchase Contract for the sale of the
Bonds (the “Registrar/Paying Agent Contract”), between the District and U.S. Bank Trust
Company, National Association, as bond registrar, transfer agent and paying agent (the
“Registrar” and “Paying Agent” as the case may be), to process the issuance, registration,
transfer and payment of, the Bonds. The Board of Directors has determined by this Resolution
to authorize the issuance of the Bonds and, in order to provide terms for, to provide for
authentication and delivery of the Bonds by the Registrar, to authorize the execution and
delivery of the Registrar/Paying Agent Contract.
(i)
There have been placed on file with the District Clerk and presented in
connection herewith (i) the proposed form of the Registrar/Paying Agent Contract, (ii) the
proposed form of the Purchase Contract relating to the Bonds (the “Purchase Contract”), by and
between the District and Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), (iii) the
Preliminary Official Statement relating to the Bonds, dated the date thereof (the “Preliminary
Official Statement”), and which, with such completions and changes as may be necessary will
constitute the form of the Final Official Statement for the Bonds (the “Final Official Statement”),
and (iv) the proposed form of Continuing Disclosure Undertaking relating to the Bonds, to be
dated the date of delivery thereof. The documents described in clauses (i) through (iv) of this
paragraph are hereinafter referred to, collectively, as the “Bond Documents.”
(j)
The Board of Directors hereby finds and determines that: (i) the amount
of the Bonds does not exceed the estimated cost of the Project plus all costs connected with the
public infrastructure purposes, capitalized interest (if any), a debt service reserve fund, and
issuance and sale of the Bonds to be financed therewith (collectively the “Costs”); (ii) the Costs
are less than or equal to the benefits derived from the Project; and (iii) based upon an appraisal
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completed by Schnepf Ellsworth Appraisal Group LLC, dated April 14, 2026, the land value of
the assessed parcels comprising Assessment District No. 15 (prior to improvements being
installed) to debt ratio of at least six to one prior to the issuance of the Bonds.
Section 2.
Approval of Issuance and Sale of Bonds; Payment of Bonds.
(a)
The Bonds are hereby authorized to be issued as a series of tax-exempt
assessment bonds of the District to be designated “Assessment District No. 15, Special
Assessment Revenue Bonds, Series 2026.” If the Bonds are issued in a different calendar year,
the officers of the District are hereby authorized and directed to change the series designation.
The Bonds shall be issued and delivered in an aggregate principal amount of not to exceed
$2,730,000, shall be in fully registered form only, shall be dated as of their date of initial
issuance, shall bear interest at the rate or rates set forth in the Purchase Contract (not to
exceed 6.00%) from their date and shall mature on July 1 in some or all of the years 2027
through 2046, inclusive (each, a “Principal Payment Date”). Interest will be payable
semiannually, commencing on January 1, 2027 (or on such other date as set forth in the
Purchase Contract), and on each succeeding July 1 and January 1 (each such date shall be
referred to as an “Interest Payment Date”) during the term of the Bonds. The Bonds will bear
interest from the most recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid, from the date of their initial delivery, calculated on
the basis of a 360-day year of twelve 30-day months. As initially issued, the Bonds shall be in
the Book-Entry-Only System described herein and in the denomination of $5,000 each or
integral multiples of $1,000 in excess thereof and shall be in fully registered form. If necessary,
to accommodate a special redemption of Bonds pursuant to Section 3(a) hereof, Bonds may be
in the denomination of less than $5,000 in integral multiples of $1,000. Further, the
denominations may be modified to reflect the terms described in the Final Official Statement.
Costs of issuance shall be paid by the Owner.
(b)
The principal of and premium, if any, on the Bonds shall be payable upon
surrender thereof at the principal corporate trust office of the Paying Agent. Interest due on the
Bonds on each Interest Payment Date shall be payable by check mailed, when due, to the
persons (the “Bondholders”) in whose names the Bonds are registered by the Registrar at the
close of business on the 15th day of the calendar month (other than a Saturday, a Sunday, or a
legal holiday or equivalent (other than a moratorium) for banking institutions generally (a
“Business Day”)) next preceding the applicable Interest Payment Date; if such day is not a
Business Day, then the previous Business Day (the “Record Date”).
(c)
In the event that interest is not paid on an Interest Payment Date, the
Registrar shall establish a special record date for the payment of such interest, if and when
funds for the payment of such interest have been received. Notice of the special record date
and of the scheduled payment date of the past due interest will be sent at least 10 days prior to
the special record date, to the address of each Bondholder appearing on the Register (as such
term is hereafter defined).
(d)
Reserved.
(e)
The Bonds shall have such additional terms and provisions as are set
forth in the Purchase Contract and in the form of Bond attached hereto as Exhibit A, which is a
part of this Resolution.
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Section 3.
Prior Redemption.
(a)
Special Optional Redemption. All Bonds are subject to special optional
redemption prior to their stated maturity at the option of the District, in whole or in part, on any
Interest Payment Date upon payment of the applicable Redemption Price which shall consist of
the principal amount of the Bonds so redeemed, plus accrued interest, if any, on the Bonds so
redeemed from the most recent Interest Payment Date to the applicable redemption date
without premium: (i) if and to the extent on or after the completion of the Project, upon direction
given to the Registrar by the District, amounts transferred from the Acquisition Fund for such
purpose; (ii) from the prepayment of any assessment by the owner of any assessed real
property, or (iii) from the proceeds of any sale of any delinquent assessed real property to the
extent such foreclosure sale proceeds are not used to replenish the Debt Service Reserve Fund
to an amount equal to the Reserve Fund Requirement. Such proceeds shall be deposited with
the Bond Registrar and Paying Agent at least two business days prior to the date of redemption.
The special redemption shall be at a redemption price of par plus interest accrued to the date of
redemption, without premium.
(b)
Optional Redemption. The Bonds shall be subject to call for redemption
prior to their stated maturity dates, at the option of the District, on such dates and at such price
(the “Redemption Price”) as are set forth in the Purchase Contract.
(c)
Mandatory Redemption. The Bonds shall be subject to mandatory
redemption prior to their stated maturity dates, at a Redemption Price of par plus interest
accrued to the date of redemption, but without premium, on such dates and in such amounts as
are set forth in the Purchase Contract. Whenever Bonds that are subject to mandatory
redemption are purchased, redeemed (other than pursuant to mandatory redemption), or
delivered by the District to the Registrar for cancellation, the principal amount of the Bonds so
retired shall satisfy and be credited against any remaining mandatory redemption requirements
for the Bonds for such years as the District may direct.
(d)
Notice of Redemption. So long as the Bonds are held under the Book-
Entry-Only System described below, notices of redemption will be sent to The Depository Trust
Company (“DTC”) in the manner required by DTC. If the Book-Entry-Only System is
discontinued, notice of redemption of any Bond will be mailed to the registered owner of the
Bond or Bonds being redeemed at the address shown on the bond register maintained by the
Registrar not more than 60 nor less than 30 days prior to the date set for redemption. Notice of
redemption may be sent to any securities depository by mail, facsimile transmission, wire
transmission, or any other means of transmission of the notice generally accepted by the
respective securities depository. Neither the failure of DTC nor any registered owner of Bonds
to receive a notice of redemption nor any defect therein will affect the validity of the proceedings
for redemption of Bonds as to which proper notice of redemption was given.
(e)
MSRB Notice. Notice of any redemption will also be sent to the Municipal
Securities Rulemaking Board (the “MSRB”), currently through the MSRB’s Electronic Municipal
Market Access system, in the manner required by the MSRB, but no defect in said further notice
or record nor any failure to give all or a portion of such further notice shall in any manner defeat
the effectiveness of a call for redemption if notice thereof is given as prescribed above. If
moneys for the payment of the redemption price and accrued interest are not held in separate
accounts by the District, or a Paying Agent prior to sending the notice of redemption, such
redemption shall be conditional on such moneys being so held on the date set for redemption
and if not so held by such date, the redemption shall be cancelled and be of no force and effect.
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(f)
Effect of Call for Redemption. On the date designated for redemption by
notice given as herein provided, the Bonds so called for redemption shall become and be due
and payable at the Redemption Price provided for redemption of such Bonds on such date, and,
if moneys for payment of the Redemption Price are held in separate accounts by the Paying
Agent, interest on such Bonds or portions of Bonds so called for redemption shall cease to
accrue, such Bonds shall cease to be entitled to any benefit or security hereunder and the
Bondholders shall have no rights in respect thereof except to receive payment of the
Redemption Price thereof and such Bonds shall be deemed paid and no longer outstanding.
(g)
Redemption of Less Than All of a Bond. The District may redeem an
amount that is included in a Bond in the denomination in excess of $5,000, but divisible by,
$1,000. However, in order to accommodate a special redemption of Bonds pursuant to Section
3(a) hereof or as otherwise set forth in the Final Official Statement, Bonds may be in a
denomination of less than $5,000 in integral multiples of $1,000. In that event, the registered
Bondholder shall submit the Bond for partial redemption and the Paying Agent shall make such
partial payment and the Registrar shall cause to be issued a new Bond in a principal amount
that reflects the redemption so made to be authenticated and delivered to the registered
Bondholder thereof.
Section 4.
Form of Bonds. The Bonds shall be in substantially the form of Exhibit A,
attached hereto and incorporated by reference herein, with such necessary and appropriate
omissions, insertions, and variations as are permitted or required hereby or by the Purchase
Contract and are approved by those officers executing the Bonds and execution thereof by such
officers shall constitute conclusive evidence of such approval. The Bonds may have notations,
legends, or endorsements required by law, securities exchange rule, or usage. Each Bond shall
be dated the date of its authentication and registration.
Section 5.
Execution of Bonds and Other Documents.
(a)
Execution of Bonds. The Bonds shall be executed for and on behalf of
the District by the Chair of the Board of Directors (the “Chair”) and attested by the Clerk of the
Board of Directors (the “District Clerk”) by their manual or facsimile signatures. If the signatures
are affixed or imprinted by facsimile, the Chair and the District Clerk shall execute a certificate
adopting as their signatures the facsimile signatures appearing on the Bonds. If an officer
whose signature is on a Bond no longer holds that office at the time the Bond is authenticated
and registered, the Bond shall nevertheless be valid. A Bond shall not be valid or binding until
authenticated by the manual signature of an authorized officer of the Registrar. The signature
shall be conclusive evidence that the Bond has been authenticated and issued under this
Resolution.
(b)
Other Documents. The Board of Directors hereby approves the form and
orders and directs the execution of the Bond Documents, each in substantially the form
presented to the Board of Directors. The Treasurer of the District (the “District Treasurer”) is
authorized and directed to determine and approve the actual dated date, maturity dates and
amounts, interest rates, redemption provisions, and the purchase price to be paid by the
Underwriter, and the Chair and the District Treasurer are authorized to execute and deliver the
Bond Documents in substantially the form presented to this Board of Directors with such
necessary and appropriate omissions, insertions, and variations as are permitted or required
hereby and are approved by those officers executing such agreements on behalf of the District.
Execution of the documents by the Chair or the District Treasurer shall be conclusive evidence
of such approval. The District Clerk is authorized and directed to attest such signatures. Where
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applicable, any of the foregoing officers may affix their signatures by manual, mechanical, or
photographic means.
Section 6.
Mutilated, Lost, or Destroyed Bonds. In case any Bond becomes
mutilated, lost, or destroyed, the District shall cause to be executed and delivered a new Bond
of like date and tenor in exchange and substitution for and upon the cancellation of such
mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, upon the
registered Bondholder’s paying the reasonable expenses and charges of the District in
connection therewith and, in the case of the Bond destroyed or lost, filing with the District Clerk
by the registered Bondholder evidence satisfactory to the District that such Bond was destroyed
or lost, and furnishing the District with a sufficient indemnity bond pursuant to A.R.S. § 47-8405,
as amended.
Section 7.
Acceptance of Proposal. The Bonds are hereby sold to the Underwriter in
accordance with the terms of the Purchase Contract. The Underwriter has agreed to sell the
Bonds in a public offering. The actual terms of the Bonds and the Purchase Contract shall be
reviewed and approved by the District Treasurer (which approval shall be deemed conclusive by
the execution and delivery of the Purchase Contract by the Chair, any member of the Board of
Directors or the District Treasurer). The District Treasurer is hereby authorized and directed to
cause the Bonds to be delivered to or upon the order of the Underwriter upon receipt of
payment therefor and satisfaction of the other conditions for delivery thereof in accordance with
the terms of the sale and to indicate how such proceeds and the Owner’s contribution (as
described in the hereinafter defined Tax Certificate) shall be deposited in the funds described in
Section 8 hereof.
Section 8.
Funds and Accounts. The District Treasurer shall create the following
funds and accounts that shall be held separate and apart from other funds and accounts of the
District and used only as provided herein:
(a)
“Bond Fund”, as described in Section 9 hereof, which shall include:
(i)
Principal Account
(ii)
Interest Account
(iii)
Prepayment Account
(b)
“Acquisition Fund”, as described in Section 10 hereof.
(c)
“Issuance and Expenses Fund”, as described in Section 11 hereof.
(d)
“Debt Service Reserve Fund”, as described in Section 12 hereof.
The money deposited to the various funds and accounts created hereby, together with all
investments thereof and investment income therefrom, shall be held in trust by the District and
applied solely as provided herein.
Section 9.
Deposits to and Application of Bond Fund.
(a)
The District shall deposit or shall cause, at the applicable times set forth
below, to be immediately deposited to the Bond Fund to the credit of the applicable accounts:
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(i)
to the Principal and Interest Accounts, as applicable, upon receipt,
all amounts collected by or remitted to the District from the collections of the installments
of principal and interest, respectively, on the Assessments;
(ii)
to the Prepayment Account, upon receipt (A) those amounts
designated for deposit to the Prepayment Account from proceeds of the Bonds upon
closing and (B) all amounts remitted to the District as prepayments of the Assessments;
(iii)
to the Prepayment Account, upon receipt, all amounts remitted to
the District as proceeds from any foreclosure sale of any assessed real property and not
used to replenish the Reserve Fund to an amount equal to the lesser of: (A) 10% of the
outstanding principal amount of the Bonds to be outstanding after redemption from such
account; (B) an amount equal to, at the time of computation, the greatest annual
payment of principal and interest of the Bonds to be outstanding after redemption from
such account occurring in the then-current, or any subsequent, fiscal year (the
“Maximum Annual Debt Service”); or (C) 125% of the average annual debt service on
the Bonds outstanding, or such amount as required by the Internal Revenue Code of
1986, as amended (the “Code”), to obtain or maintain the exclusion of interest from
gross income for federal income tax purposes for the Bonds, pursuant to an opinion of
bond counsel (the “Reserve Fund Requirement”);
(iv)
to the Prepayment Account, amounts transferred from the
Acquisition Fund to the extent hereinafter provided;
(v)
to the Principal and Interest Accounts, as the case may be,
amounts transferred from the Debt Service Reserve Fund as hereinafter provided
pursuant to Section 12(b), (d), and (f);
(vi)
to the Prepayment Account, any amounts transferred from the
Debt Service Reserve Fund as hereinafter provided pursuant to Section 12(e); and
(vii)
such other funds as the District shall, from time to time, at its
option deem advisable.
(b)
The Principal, Interest, and Prepayment Accounts of the Bond Fund shall
be applied solely to pay principal of (including any mandatory redemption amount then due),
interest on and the Redemption Price with respect to the Bonds, respectively.
Section 10.
Acquisition Fund.
(a)
The District shall deposit the Bond proceeds to the Acquisition Fund in
the amount provided in the District’s Tax Certificate relating to the Bonds (the “Tax Certificate”).
(b)
The date of completion of the Project (the “Completion Date”) shall be
evidenced to the District by a certificate signed by the Owner stating that:
(i)
The Project has been completed in accordance with the plans and
specifications therefor (such certification can rely upon the opinion of an inspector or
consultant retained by the Owner), and all labor, services, materials, and supplies used
in the Project have been paid for and acknowledgments of such payments have been
obtained from all contractors and suppliers; and
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(ii)
All other facilities necessary in connection with the Project have
been constructed, acquired and installed in accordance with the plans and specifications
therefor (such certification can rely upon the opinion of an inspector or consultant
retained by the Owner), and all costs of acquisition of the Project have been paid.
Notwithstanding the foregoing, such certificate shall state that it is given without
prejudice to any rights against third parties that exist at the date of such certificate or which may
subsequently come into being. Within 10 days following the Completion Date, the District shall
transfer any balance in the Acquisition Fund (except moneys retained for expenses not yet due
and payable) into the Prepayment Account in the Bond Fund for application to the redemption of
Bonds.
Notwithstanding anything contained in this Section 10, on June 1, 2029 (or such
other date as described in the District’s Tax Certificate), any amounts remaining in the
Acquisition Fund shall be transferred to the Prepayment Account of the Bond Fund and applied
to the redemption of Bonds.
Section 11.
Issuance and Expenses Fund. The money deposited to the Issuance and
Expenses Fund, together with all investments thereof and investment income therefrom, shall
be held in trust by the District. The District shall deposit to the Issuance and Expenses Fund
Bond proceeds and an Owner’s contribution in the amounts provided in the Tax Certificate.
Upon a request for disbursement, amounts on deposit in the Issuance and Expenses Fund shall
be applied to pay all costs of the issuance and sale of the Bonds identified in a request signed
by any of the Chair, the District Manager, or the District Treasurer. On October 1, 2026 (or such
other date as described in the District’s Tax Certificate), the District shall transfer any moneys in
the Issuance and Expenses Fund to the Prepayment Account of the Bond Fund for application
to the redemption of the Bonds.
Section 12.
Debt Service Reserve Fund.
(a)
The District shall deposit Bond proceeds to the Debt Service Reserve
Fund in the amount of the Reserve Fund Requirement as provided in the Tax Certificate.
(b)
On, or, if either day is not a Business Day, before December 30, 2026,
and before June 29 and December 30 each year thereafter, the District shall, to the extent the
moneys in the Debt Service Reserve Fund exceed the Reserve Fund Requirement, transfer
from the Debt Service Reserve Fund to the Principal and Interest Accounts of the Bond Fund
the difference between the amount in the Bond Fund on such date and the amount necessary to
pay the principal of and interest, respectively, on the Bonds on the next succeeding July 1 or
January 1, as the case may be.
(c)
If, after a Debt Service Reserve Fund withdrawal, the Debt Service
Reserve Fund is less than the Reserve Fund Requirement, the District shall reimburse the Debt
Service Reserve Fund, to the extent moneys are realized, from either: (i) the proceeds from the
sale of delinquent Assessments, which sales are conducted in the manner described in A.R.S.
§§ 48-601 through 48-607, inclusive, as amended from time to time; provided, however, A.R.S.
§ 48-607 is revised to require the sales proceeds to be deposited to the Debt Service Reserve
Fund and neither the District nor the City of Buckeye, Arizona (the “City”) shall be required
under any circumstances to purchase, or make any payment for the purchase of the delinquent
Assessment and corresponding assessed parcel or lot; or (ii) from all future installment
payments on the Assessments; provided, however, only to the extent that such portion of such
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installment payments is not required for the timely payment of principal of and interest on the
Bonds.
(d)
Any investment profits realized from the investment of moneys in the Debt
Service Reserve Fund shall remain in and be part of the Debt Service Reserve Fund; provided,
however, if moneys in the Debt Service Reserve Fund are in excess of the Reserve Fund
Requirement, such excess amount attributed to investment earnings shall be transferred to the
Interest Account of the Bond Fund and applied from time to time pursuant to Section 9 hereof.
(e)
If the amount held in the Debt Service Reserve Fund, together with the
amount held in the Bond Fund, is sufficient to pay the principal amount of all outstanding Bonds
on a date of redemption thereof, together with the interest accrued on such Bonds as of such
date of redemption, the moneys shall be transferred to the Prepayment Account of the Bond
Fund and thereafter used to redeem all Bonds as of such date of redemption.
(f)
On, or, if either day is not a Business Day, before December 30, 2026,
and before June 29 and December 30 each year thereafter, the District shall, to the extent the
moneys in either the Principal Account or Interest Account are insufficient to pay the principal of
or interest on the Bonds on the next succeeding Interest Payment Date or Principal Payment
Date, as applicable, after any transfer required pursuant to Section 12(b) hereof, transfer from
the Debt Service Reserve Fund to the Principal and Interest Accounts of the Bond Fund the
difference between the amount in the Bond Fund on such date and the amount necessary to
pay the principal of and interest, respectively, on the Bonds on the next succeeding Interest
Payment Date or Principal Payment Date, as the case may be.
Section 13.
Investment of and Security for Funds. Money held for the credit of any
fund or account herein created shall be invested pursuant to A.R.S. § 35-323.
Section 14.
Registrar and Paying Agent. Pursuant to the Registrar/Paying Agent
Contract, the Registrar will maintain an office or agency where Bonds may be presented for
registration of transfer and the Paying Agent will maintain an office or agency where Bonds may
be presented for payment. The District may appoint one or more co-registrars or one or more
additional paying agents. The Registrar and the Paying Agent may make reasonable rules and
set reasonable requirements for their respective functions with respect to the Bondholders.
(a)
Initially, U.S. Bank Trust Company, National Association, Tempe,
Arizona, will act as Registrar and Paying Agent with respect to the Bonds. The District may
change the Registrar or Paying Agent without notice to or consent of the Bondholders and the
District may act in any such capacity.
(b)
Each Paying Agent will be required to agree in writing that the Paying
Agent will hold in trust for the benefit of the Bondholders all moneys held by the Paying Agent
for the payment of principal of and interest and any premium on the Bonds.
(c)
The Registrar may appoint an authenticating agent acceptable to the
District to authenticate Bonds. An authenticating agent may authenticate Bonds whenever the
Registrar may do so. Each reference herein to authentication by the Registrar includes
authentication by an authenticating agent acting on behalf and in the name of the Registrar and
subject to the Registrar’s direction.
(d)
The Registrar shall keep a register of the Bonds (the “Register”), the
registered Bondholders and of transfer of the Bonds. When Bonds are presented to the
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Registrar or a co-registrar with a request to register transfer, the Registrar will register the
transfer on the registration books if its requirements for transfer are met and will authenticate
and deliver one or more Bonds registered in the name of the transferee of the same principal
amount, maturity and rate of interest as the surrendered Bonds. Bonds presented to the
Registrar for transfer after the close of business on the Record Date and before the close of
business on the next subsequent Interest Payment Date will be registered in the name of the
transferee, but the interest payment will be made to the registered Bondholders shown on the
books of the Registrar as of the close of business on the Record Date.
(e)
The Registrar may, but need not, register the transfer of a Bond that has
been selected for redemption and need not register the transfer of any Bond for a period of 15
days before a selection of Bonds to be redeemed; if the transfer of any Bond that has been
called or selected for call for redemption in whole or in part is registered, any notice of
redemption that has been given to the transferor will be binding upon the transferee and a copy
of the notice of redemption will be delivered to the transferee along with the Bond or Bonds.
(f)
The Registrar shall authenticate Bonds for original issue up to $2,730,000
in aggregate principal amount upon the written request of the District Treasurer or other
authorized District officer. The aggregate principal amount of Bonds outstanding at any time
may not exceed that amount except for replacement Bonds as to which the requirements of the
Registrar and the District are met.
(g)
The amounts that are segregated by the District or deposited with the
Paying Agent to pay the principal of or interest on any Bonds becoming due on any due date
shall be held in trust for the benefit of the owner of such Bonds. Amounts so segregated or
deposited and held in trust shall constitute a separate trust fund for the benefit of the owner of
such Bonds entitled to such principal or interest, as the case may be. Amounts held by the
District or Paying Agent for the payment of the principal of (and premium, if any) or interest on
the Bonds need not be segregated from other funds, except to the extent required by law.
(h)
The District may at any time direct any Paying Agent to pay to the District
all money held by such Paying Agent, such amounts to be held by the District upon the same
trusts as those upon which such money was held by such Paying Agent, and, upon such
payment by any Paying Agent to the District, such Paying Agent shall be released from all
further liability with respect to such money.
(i)
In the event any check for payment of interest on a Bond is returned to
any Paying Agent unendorsed or is not presented for payment within two years from its
payment date or any Bond is not presented for payment of principal at maturity or redemption
date, if amounts sufficient to pay such interest or principal due upon such Bond shall have been
made available to such Paying Agent for the benefit of the Bondholder thereof, it shall be the
duty of such Paying Agent to hold such funds or invest the same in Governmental Obligations
(as defined herein), without liability for interest thereon, for the benefit of the owner of such
Bond who shall thereafter be restricted exclusively to such funds for any claim of whatever
nature relating to such Bond or amounts due thereunder. Such obligation of the Paying Agent
to hold such funds shall continue for two years and six months following the date on which such
interest or principal payment became due, whether at maturity or stated maturity, or at the
redemption date, or otherwise, at which time such Paying Agent shall surrender such unclaimed
funds so held to the District, whereupon any claim of whatever nature by the owner of such
Bond arising under such Bond shall be made upon the District.
11
(j)
So long as the Bonds are administered under DTC’s Book-Entry-Only
System of registration of the Bonds with DTC as securities depository for the Bonds described
herein, interest payments and principal payments that are part of periodic principal and interest
payments shall be paid to Cede & Co. or its registered assigns in same-day funds no later than
the time of payment established by DTC on each interest or principal payment date (or in
accordance with then existing arrangements between the District and DTC). The District has
entered into an agreement (the “Letter of Representations”) with DTC in connection with the
issuance of its bonds and, while the Letter of Representations is in effect, the procedures
established therein shall apply to the Bonds.
(k)
If the Book-Entry-Only System is discontinued, the Registrar’s registration
books will show the registered Bondholders. While the Bonds are subject to the Book-Entry-
Only System, the Bonds shall be registered in the name of Cede & Co., or its registered
assigns. The Bonds will be administered by the Registrar in a manner which assures against
double issuance and provides a system of transfer of ownership on the books of the Registrar in
the manner set forth in the Bonds.
(l)
If the Book-Entry-Only System is discontinued, interest on the Bonds will
be payable on each Interest Payment Date by check mailed to the Bondholder thereof at the
Bondholder’s address all as shown on the registration books maintained by the Registrar as of
the close of business of the Registrar on the Record Date.
(m)
If the Book-Entry-Only System is discontinued, principal of the Bonds will
be payable, when due, only upon presentation and surrender of the Bond at the designated
corporate trust office of the Paying Agent. Upon written request of a registered Bondholder of at
least $100,000 in principal amount of Bonds not less than 20 days prior to an Interest Payment
Date, all payments of interest and, if adequate provision for surrender is made, principal shall be
paid by wire transfer in immediately available funds to an account within the United States of
America designated by such Bondholder.
(n)
Notwithstanding any other provision of this Resolution, payment of
principal of and interest on any Bond that is held by a securities depository or Bonds subject to
a Book-Entry-Only System may be paid by the Paying Agent by wire transfer in “same day
funds.”
(o)
Reserved.
Section 15.
Other Actions Necessary. The Chair (or any other member of the Board
of Directors in the event the Chair is absent or unable to take the desired action), the District
Manager, the District Treasurer, the District Clerk, and the officers of the District shall take all
action necessary or reasonably required to carry out, give effect to, and consummate the
transactions contemplated by the Bond Documents and the Final Official Statement, including
without limitation, the execution and delivery of the closing and other documents required to be
delivered in connection with the sale and delivery of the Bonds.
Section 16.
Distribution of Disclosure Documents. The District hereby approves,
ratifies, and authorizes the use by the Underwriter of copies of the Preliminary Official
Statement and the Final Official Statement, which shall be in substantially the form of the
Preliminary Official Statement presented at the meeting at which this Resolution was adopted,
with such completions and changes as may be acceptable to the District Manager or District
Treasurer as are necessary in connection with the offering and sale of the Bonds. The District
hereby authorizes the Chair, the District Manager, and the District Treasurer to execute the
12
instruments deeming the Preliminary Official Statement as “final” as of its date for purposes of
Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”). The Chair, the District
Manager, and the District Treasurer are hereby authorized and directed to execute, when
completed, the Final Official Statement.
Section 17.
Assessment Levy and Procedures.
(a)
An Assessment has been levied and recorded in the office of the
Superintendent against each lot comprising the parcels of real property in Assessment District
No. 15 and described in the Resolution of Intention. The Assessment levied and recorded may
hereafter be reduced to the actual principal amount of Bonds issued and any such reduction is
hereby approved by the Board of Directors.
(b)
For each year while any Bond is outstanding, the Board of Directors shall
semiannually cause to be collected such portion of the Assessment, sufficient, together with any
moneys from any sources in the Enabling Act, to pay principal and interest on the Bonds when
due. Moneys received from the collection of the Assessment when collected constitute funds to
pay principal and interest on the Bonds when due and shall be kept separately from other funds
in the Bond Fund of the District. The amounts due pursuant to the Assessment and unpaid are
and shall be a first lien on the property so assessed in Assessment District No. 15, subject only
to general property taxes and prior special assessments and shall be collected as prescribed by
A.R.S. §§ 48-599 and 600, as amended, as nearly as practicable or such other procedures as
the Board of Directors may prescribe. Notwithstanding the foregoing, the Assessments may be
collected by the Maricopa County Treasurer in a similar manner and together with the collection
of real property taxes, should the District Treasurer of the District so direct. In the event of
nonpayment of amounts due pursuant to the Assessment, the procedures for collection of
delinquent amounts and sale of delinquent property prescribed by A.R.S. §§ 48-601 through 48-
607, as amended, apply, as nearly as practicable, except that neither the District nor the City is
required to purchase the delinquent land at the sale if there is no other purchaser.
(c)
Pursuant to A.R.S. § 48-721, the provisions and procedures pertaining to
the prepayment of Assessments, the payment of Assessments and the reallocation and
modification of Assessments among the assessed parcels as development occurs, set forth in
this Resolution are hereby approved and adopted.
(d)
If any Assessment is either in whole or in part annulled, vacated, or set
aside by the judgment of any court, or if the District is satisfied that any such Assessment is so
irregular or defective that the same cannot be enforced or collected, or if the District omitted to
make such Assessment when it might have done so, the District shall either (i) take all
necessary steps to cause a new Assessment to be made for the whole or any part of a Project
or against any property benefited by said Project, or (ii) in its sole discretion, request the Owner
to make up the amount of such Assessment, which moneys is deposited into the Bond Fund, as
applicable. In case such second Assessment is annulled, the District shall obtain and make
other Assessments until a valid Assessment is made.
Section 18.
No Obligation of City. Nothing contained in this Resolution, the Bond
Documents, or any other instrument shall be construed as obligating the City or the State of
Arizona (the “State”) or any political subdivision of either (other than the District) or as incurring
a charge upon the general credit of the City and the State nor shall the breach of any agreement
contained herein, the Bond Documents, or any other instrument or documents executed in
connection therewith impose any charge upon the general credit of the City and the State.
13
Section 19.
Repeal of Resolution. After any of the Bonds are delivered by the District
to the Underwriter upon receipt of payment therefor, this Resolution shall be and remain
irrepealable until the Bonds and the interest thereon have been fully paid, canceled and
discharged.
Section 20.
Severability. If any section, paragraph, clause, or provision of this
Resolution is, for any reason, held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause, or provision shall not affect any of the
remaining provisions of this Resolution.
Section 21.
Ratification of Prior Acts. All acts of the District Chair, District Engineer,
the Superintendent of Streets, and any person acting for such official, in furtherance of this
Resolution are hereby ratified and confirmed, including the splitting of certain parcels within the
District in compliance with A.R.S. § 48-272.
Section 22.
Compliance with Federal Law.
(a)
The District recognizes that the purchasers of the Bonds will have
accepted them on, and paid therefore a price which reflects, the understanding that interest
thereon is excludable from gross income of the Bondholder thereof for federal income tax
purposes under laws in force at the time the Bonds are delivered. In this connection the District
agrees that it shall take no action that may render the interest on any of the Bonds to be
includable in gross income for federal income tax purposes. The District agrees that, to the
extent possible under State law, it will comply with whatever federal law is now in effect or which
is adopted in the future that applies to the Bonds and is necessary to prevent interest on the
Bonds from becoming included as gross income for purposes of calculating federal income
taxes.
(b)
The District authorizes the creation of a fund which is hereinafter referred
to as the “Rebate Fund.” The District will comply with the rebate requirement (“Rebate”) set
forth in the District’s Tax Certificate.
(c)
The Chair or the Chair’s designee is hereby authorized to make certain
truthful certifications, representations, agreements and elections as required by law to assure
the purchasers and owners of the Bonds that the proceeds of the Bonds will not be used in a
manner that would or might result in the Bonds being “arbitrage bonds” under Section 148 of the
Code or the regulations of the United States Treasury Department currently in effect or
proposed. The certifications, representations, and agreements of the District may be made by
executing and delivering certificates and agreements required by the District’s bond counsel,
Gust Rosenfeld P.L.C. The certificates and agreements shall constitute an agreement of the
District to follow covenants and requirements set forth therein that may require the District to
take certain actions (including the payment of certain amounts to the United States Treasury) or
that may prohibit certain actions (including the establishment of certain funds) under certain
conditions.
(d)
The District further recognizes that Section 149(a) of the Code requires
the Bonds to be issued and to remain in fully registered form in order for interest thereon to be
excludable from gross income for purpose of federal income taxation under laws in force at the
time the Bonds are delivered. In this connection, the District agrees that it will not take any
action to permit the Bonds to be issued in, or converted into, bearer or coupon form if such
action would cause interest on the Bonds to be included in gross income for federal income tax
purposes.
14
Section 23.
Reserved.
Section 24.
Defeasance.
(a)
Any Bond shall be deemed to be no longer outstanding when payment of
the principal of such Bond, plus interest thereon to the maturity thereof (whether such maturity
be by reason of the stated maturity thereof or call for redemption, if notice of such call has been
given or waived or irrevocable arrangements therefor satisfactory to the Registrar have been
made) have been provided for by depositing for such payment from funds of the District under
the terms provided in this Section (i) money sufficient to make such payment or (ii) money and
direct or indirect obligations of the United States of America (as approved by the District’s bond
counsel) (“Government Obligations”) certified by an independent accountant of national
reputation to mature as to principal and interest in such amounts and at such times as shall,
without further investment or reinvestment of either the principal amount thereof or the interest
earnings therefrom be sufficient to make such payment, provided that all necessary and proper
fees, compensation, and expenses of the Registrar and Paying Agent pertaining to the Bonds
with respect to which such deposit is made shall have been paid or the payment thereof
provided for to the satisfaction of the Registrar. Any such deposit shall be made either with the
Paying Agent or, if notice of such deposit is given to the Registrar and Paying Agent, with a
state or nationally chartered bank with a minimum combined capital and surplus of $50,000,000,
as escrow agent, with irrevocable instructions to transfer the amounts so deposited and
investment income therefrom to the Registrar or the Paying Agent in the amounts and at the
times required to pay principal of and interest on the Bonds with respect to which such deposit
is made at the maturity thereof and of such interest or the stated maturity, as the case may be.
In the event such deposit is made with respect to some but not all of the Bonds then
outstanding, the outstanding Bonds shall be selected in the same manner as provided for the
selection of Bonds to be redeemed.
(b)
Notwithstanding anything herein to the contrary however, no such deposit
shall have the effect hereinabove described (i) if made during the existence of default hereunder
unless made with respect to all of the Bonds then outstanding and (ii) unless there shall be
delivered to the Registrar an opinion of counsel to the effect that such deposit shall not
adversely affect any exemption from federal income taxation of interest on any Bond. Any
money and Government Obligations deposited with the Paying Agent for such purpose shall be
held by the Paying Agent in a segregated account in trust for the Bondholders with respect to
which such deposit is made and together with any investment income therefrom, shall be
disbursed solely to pay the principal of and interest on the Bonds when due. No money or
Government Obligations so deposited pursuant to this Section shall be invested or reinvested
unless in Government Obligations and unless such money not invested, such Government
Obligations not reinvested, and such new investments are together certified by an independent
accountant of national reputation to be of such amounts, maturities, and interest payment dates
and to bear such interest as will, without further investment or reinvestment of either the
principal amount thereof or the interest earnings therefrom, be sufficient to make such payment.
At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer
be secured by or entitled to the benefits of this Resolution, except for purposes of any such
payment from such money or Government Obligations.
Section 25.
Resolution a Contract. This resolution shall constitute a contract between
the District and the registered Bondholders and shall not be repealed or amended in any
manner that would impair, impede, or lessen the rights of the Bondholders of the Bonds then
outstanding.
15
Section 26.
Effective Date. This Resolution shall be effective immediately.
PASSED, ADOPTED AND APPROVED by the Board of Directors of the Festival Ranch
Community Facilities District (City of Buckeye, Arizona) this 19th day of May, 2026.
FESTIVAL RANCH COMMUNITY FACILITIES
DISTRICT (CITY OF BUCKEYE, ARIZONA)
Eric W. Orsborn, District Chairman
ATTEST:
Lucinda J. Aja, District Clerk
APPROVED AS TO FORM:
Gust Rosenfeld P.L.C.
District Bond Counsel
Attachment
Exhibit A:
Form of Bond
CERTIFICATE
I, Lucinda J. Aja, the duly appointed District Clerk of the Festival Ranch Community
Facilities District (City of Buckeye, Arizona), do hereby certify that the above and foregoing
Resolution No. 10-26 (Festival Ranch) was duly passed by the Board of Directors of the Festival
Ranch Community Facilities District (City of Buckeye, Arizona), at a regular meeting held on
May 19, 2026, and the vote was ____ ayes, ____ nays, ____ abstained and ____ were absent,
and that the Chair and ___ Board Members were present thereat.
DATED: May 19, 2026.
Lucinda J. Aja, District Clerk
8010265.5
EXHIBIT A
Form of Bond
(consisting of 6 pages)
8010265.5
A-1
[FORM OF BOND]
No. R-
$__________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
UNITED STATES OF AMERICA
STATE OF ARIZONA
FESTIVAL RANCH COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
ASSESSMENT DISTRICT NO. 15
SPECIAL ASSESSMENT REVENUE BOND, SERIES 2026
Interest Rate
Maturity Date
Original Issue Date
CUSIP No.
____%
July 1, 20__
_______, 2026
315599 ___
REGISTERED OWNER: CEDE & Co.
PRINCIPAL AMOUNT: ______________________ AND NO/100 DOLLARS ($_________)
Festival Ranch Community Facilities District (City of Buckeye, Arizona), a community
facilities district formed by the City of Buckeye, Arizona, and duly organized and validly
existing, pursuant to the laws of the State of Arizona (hereinafter referred to as the “Issuer”),
for value received, hereby promises to pay to the “Registered Owner” specified above or
registered assigns (herein referred to as the “Holder”), on the “Maturity Date” specified above,
the “Principal Amount” specified above and to pay interest (calculated on the basis of a
360-day year of twelve 30-day months) on the unpaid portion thereof from the “Original Issue
Date” specified above, or from the most recent “Interest Payment Date” (as such term is
hereinafter defined) to which interest has been paid or duly provided for, until paid or the
payment thereof is duly provided for at maturity, semiannually on each January 1 and July 1,
commencing [January 1, 2027] (each an “Interest Payment Date”), at the per annum “Interest
Rate” specified above.
As provided in the Issuer’s Resolution No. 10-26 (Festival Ranch), adopted on May
19, 2026 (the “Bond Resolution”), the interest, principal, and Redemption Price (as such term
and all other terms used herein and not defined are defined in the Bond Resolution) payable
on the Bonds shall be paid to Cede & Co. or its registered assigns in same-day funds no later
than the time established by DTC on the date due (or in accordance with then existing
arrangements between the Issuer and DTC). Payments will be made to the Registered
Owner on the registration books maintained by the Registrar at the close of business of the
Registrar on the 15th day of the calendar month (other than a Saturday, a Sunday, or a legal
holiday or equivalent (other than a moratorium) for banking institutions generally (a “business
8010265.5
A-2
day”) next preceding the applicable Interest Payment Date; if such day is not a business day,
then the previous business day.
Neither the full faith and credit nor the general taxing power of the Issuer, the City of
Buckeye, Arizona, Maricopa County, Arizona, or the State of Arizona or any political
subdivision thereof is pledged to the payment of the Bonds.
Unless the Certificate of Authentication hereon has been executed by the Registrar,
by manual signature, this Bond shall not be entitled to any benefit under the Bond Resolution
or be valid or obligatory for any purpose.
This Bond is one of a duly authorized issue of assessment revenue bonds of the Issuer
having the designation specified in its title (herein referred to as the “Bonds”), issued in one
series, with the limitations described herein, pursuant the Bond Resolution to which Bond
Resolution reference is hereby made for a description of the amounts thereby pledged and
assigned, the nature and extent of the lien and security, the respective rights thereunder of
the Holder of the Bonds and the Issuer, and the terms upon which the Bonds are, and are to
be, authenticated and delivered and by this reference to the terms of which each Holder of
this Bond hereby consents. All Bonds issued under the Bond Resolution are equally and
ratably secured by the amounts thereby pledged and assigned. Pursuant to the Bond
Resolution, the Board of Directors of the Issuer authorized the issuance and sale of not to
exceed $2,730,000 aggregate principal amount of Bonds for the purpose of financing the
costs of acquiring certain public infrastructure, including particularly the acquisition by the
Issuer of the improvements and public infrastructure purposes (the “Improvements”)
described in Resolution No. 06-26 (Festival Ranch), which was adopted by the Board of
Directors of the Issuer on May 5, 2026.
The Bonds are limited obligations of the Issuer payable only out of the special fund to
be collected from a special assessment (the “Assessment”) levied only against the lots or
parcels of land fronting on or benefited by the Improvements (the “Assessed Property”) and
from amounts held by the Issuer in the Reserve Fund (the “Debt Service Reserve Fund”).
The Assessed Property represents approximately 546 residential lots over approximately 192
acres of land within the Festival Ranch Community Facilities District (City of Buckeye,
Arizona). Said special fund is set apart in accordance with the laws of the state and pursuant
to the Bond Resolution for the payment of the Bonds and can be used for no other purpose.
The amount required to be held in the Debt Service Reserve Fund (the “Reserve Fund
Requirement”) may be reduced from time to time if Maximum Annual Debt Service on the
Bonds is reduced. Any amount held in the Debt Service Reserve Fund in excess of the
Reserve Fund Requirement may be transferred to the Bond Fund and used to make payment
of principal and interest on the Bonds either at stated maturity or prior redemption.
Investment earnings on the Debt Service Reserve Fund, to the extent not needed to
return the Debt Service Reserve Fund to the Reserve Fund Requirement, to pay debt service
on the Bonds, or to pay rebate to the United States, will be deposited into the Bond Fund.
[The Bonds are issuable as fully registered bonds only in the denominations of $5,000
or any integral multiple of $1,000 in excess thereof. However, in order to accommodate a
special redemption of the Bonds, Bonds may be in a denomination of less than $5,000 in
integral multiples of $1,000.]
8010265.5
A-3
Notwithstanding any provision hereof or of the Bond Resolution, the obligation of the
Issuer to make money available to pay this Bond may be defeased by the deposit of money
and/or certain direct or indirect obligations of the United States of America (such obligations
to be approved by the Issuer’s bond counsel) sufficient for such purposes, as described in
the Bond Resolution.
The Bonds are subject to special optional redemption prior to maturity at the option of
the Issuer, in whole or in part, on any Interest Payment Date, upon not more than 60 nor less
than 30 days’ prior notice, upon payment of the applicable Redemption Price which will
consist of the principal amount of the Bonds so redeemed, plus interest, if any, on the Bonds
so redeemed from the most recent Interest Payment Date to the applicable redemption date
without premium: (i) if and to the extent on or after the completion of the Project, upon
direction given to the Registrar by the Issuer, amounts transferred from the Acquisition Fund
for such purpose; (ii) from the prepayment of any assessment by the owner of any assessed
real property; or (iii) from the proceeds of any sale of any delinquent assessed real property
to the extent such foreclosure sale proceeds are not used to replenish the Debt Service
Reserve Fund to an amount equal to the Reserve Fund Requirement.
The Bonds maturing on or after July 1, 20__, will also be redeemable, on or after July
1, 20__, at the option of the Issuer, in whole on any date or, from time to time, in part on any
Interest Payment Date, upon not more than 60 nor less than 30 days’ prior notice, upon
payment of the applicable Redemption Price, which will consist of the principal amount of the
Bonds so redeemed plus interest, if any, on the Bonds so redeemed from the most recent
Interest Payment Date to the redemption date, without premium.
The Bonds maturing in the following years will be redeemed on the following
redemption dates and in the following (sinking fund) amounts upon not more than 60 nor less
than 30 days’ prior notice, upon payment of the applicable Redemption Price which will
consist of the principal amount of the Bonds so redeemed plus interest, if any, on the Bonds
so redeemed from the most recent Interest Payment Date to the applicable redemption date
without premium:
Redemption Date
(July 1)
Principal
Amount
20
20__
$ ,000
20__
,000
20__
,000
20__
,000
20__
,000
20
20__
$ ,000
20__
,000
20__
,000
20__
,000
20__
,000
Whenever Bonds are redeemed (other than pursuant to mandatory redemption) or
delivered to the Bond Registrar and Paying Agent for cancellation, the principal amount of
8010265.5
A-4
the Bonds of such maturity so retired shall satisfy and be credited against the mandatory
redemption requirements of such maturity on a pro-rata basis, to the extent practicable;
provided, however that each remaining mandatory payment shall be in an amount which is
an authorized denomination.
Notice of redemption shall be mailed not more than 60 nor less than 30 days prior to
the date fixed for redemption to each Bondholder of Bonds to be redeemed, at the address
appearing in the Register.
Bonds may be redeemed in an amount which is included in a Bond in the denomination
in excess of $5,000, but divisible by, $1,000. However, in order to accommodate a special
redemption of Bonds, Bonds may be in a denomination of less than $5,000 in integral
multiples of $1,000. Bonds (or portions thereof) for whose redemption and payment provision
is made in accordance with the Bond Resolution shall thereupon cease to be entitled to the
benefits of the Bond Resolution and shall cease to bear interest from and after the date fixed
for redemption.
The Bonds shall initially be issued as a single fully-registered bond for each Maturity
and so long as the ownership of the Bonds is maintained in book-entry form by DTC or a
nominee thereof, this Bond may be transferred in whole but not in part only to DTC or a
nominee thereof or to a successor to DTC or its nominee.
The Issuer will not have any responsibility or obligation to any direct participant,
indirect participant or any beneficial owner or any other person not shown on the registration
books of the Registrar as being a Bondholder with respect to: (i) the Bonds; (ii) the accuracy
of any records maintained by DTC or any direct participant or indirect participant; (iii) the
timely or ultimate payment by DTC or any direct participant or indirect participant of any
amount due to any beneficial owner in respect of the principal or Redemption Price of or
interest on the Bonds; (iv) the delivery by any direct participant or indirect participant of any
notice to any beneficial owner which is required or permitted under the terms of the Bond
Resolution to be given to the Bondholders; (v) the selection of the beneficial owner to receive
payment in the event of any partial redemption of the Bonds; or (vi) any consent given or
other action taken by DTC as the Bondholder.
If ownership of this Bond is not maintained in book-entry form, as provided in the Bond
Resolution and subject to certain limitations therein set forth, this Bond is transferable on the
Register of the Issuer, upon surrender of this Bond for transfer to the Paying Agent at the
place of payment duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Paying Agent duly executed by, the registered
Bondholder hereof or such Bondholder’s attorney duly authorized in writing, and thereupon
one or more new fully registered Bonds of authorized denominations and for the same
aggregate principal amount shall be issued to the designated transferee or transferees.
If ownership of this Bond is not maintained in book-entry form, as provided in the Bond
Resolution and subject to certain limitations therein set forth, Bonds are exchangeable for a
like aggregate principal amount of Bonds in authorized denominations, as requested by the
Bondholder, upon surrender of the Bonds to be exchanged to the Paying Agent at the place
of payment. The Paying Agent may require payment of a sum sufficient to cover any tax or
other charges payable in connection therewith.
8010265.5
A-5
The Issuer, the Registrar, the Paying Agent, and any agent of any of them may treat
the Person in whose name this Bond is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not this Bond be
overdue, and none of the Issuer, the Registrar, the Paying Agent, and any such agent shall
be affected by notice to the contrary.
It is hereby certified, covenanted, and represented that all acts, conditions, and things
required to be performed, exist, and be done precedent to or in the issuance of this Bond
have been performed, exist, and have been done, in regular and due time, form, and manner,
as required by law, and that the Assessments from which said Bonds are to be paid are first
liens on the property assessed, subject only to the lien for general taxes and prior special
assessments. In case any provision in this Bond or any application thereof shall be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions
and applications shall not in any way be affected or impaired thereby. This Bond shall be
construed in accordance with and governed by the laws of the State of Arizona.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed.
FESTIVAL RANCH COMMUNITY
FACILITIES DISTRICT (CITY OF
BUCKEYE, ARIZONA)
By
Chair, Board of Directors
ATTEST:
District Clerk
Dated: ____________________, 2026
8010265.5
A-6
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Bond Resolution.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Registrar
By____________________________________
Authorized Representative
DATE:___________________, 2026
- - - - - -- - - - -- - - - - - - -- - - - -- -- - - - - -- - - - -- -- - - - - -- - - - -- -- - - - - -- - - - -- -- - - - - -- - - - --
The following abbreviations, when used in the inscription on the face of the within bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
UNIF GIFT/TRANS MIN ACT _________________________
TEN ENT -- as tenants by the entireties
(Cust.)
JT TEN -- as joint tenants with right of
Custodian for ________________________________ (Minor)
survivorship and not as tenants in common
Under Uniform Gifts/Transfers to Minors Act of _____________
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or
typewrite name, address, and zip code of transferee:)
______________________________________________________________________________
______________________________________________________________________________
(Print or typewrite Social Security or other identifying number of transferee: ____________) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (Print or typewrite
name of attorney) _____________, attorney, to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the premises.
DATED: _____________________
_________________________________________
Signature guarantee should be made by a
NOTICE: The signature(s) on this assignment must
guarantor institution participating in the
correspond with the name(s) of the registered owner(s)
Securities Transfer Agents Medallion Program
appearing on the face of the within Bond in every
or in such other guarantee program acceptable
particular
to the Registrar