RES_05-26_Tartesso_West_CFD_GO_Bonds_Sr_2026_-_Authorizing_Resolution.pdf
City of Buckeye — Joint Community Facilities Districts (2026-05-19)
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RESOLUTION NO. 05-26 (Tartesso West)
A RESOLUTION OF THE BOARD OF DIRECTORS OF TARTESSO
WEST COMMUNITY FACILITIES DISTRICT (CITY OF BUCKEYE,
ARIZONA) AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF
ITS GENERAL OBLIGATION BONDS, SERIES 2026; DELEGATING THE
AUTHORITY TO APPROVE CERTAIN MATTERS WITH RESPECT TO
THE BONDS INCLUDING DETERMINING THE METHOD OF SALE OF
THE BONDS; AUTHORIZING THE ACCEPTANCE OF A PROPOSAL
FOR THE PURCHASE OF THE BONDS AND AWARDING THE BONDS
TO THE PURCHASER THEREOF; PROVIDING FOR THE ANNUAL
LEVY OF A TAX FOR THE PAYMENT OF THE BONDS; AUTHORIZING
THE APPOINTMENT OF A MUNICIPAL ADVISOR AND A BOND
REGISTRAR,
TRANSFER
AGENT
AND
PAYING
AGENT,
IF
NECESSARY;
PROVIDING
FOR
THE
DISPOSITION
OF
THE
PROCEEDS OF SUCH BONDS; APPROVING THE FORM OF THE
BONDS AND CERTAIN DOCUMENTS RELATING TO AND SECURING
THE PAYMENT OF THE BONDS, AND AUTHORIZING COMPLETION,
EXECUTION
AND
DELIVERY
THEREOF;
DELEGATING
THE
AUTHORITY TO APPROVE AND DEEM FINAL A FORM OF
PRELIMINARY OFFICIAL STATEMENT, IF APPLICABLE; AND
RATIFYING ALL ACTIONS TAKEN OR TO BE TAKEN TO FURTHER
THIS RESOLUTION.
BE IT RESOLVED by the Board of Directors (the “Board”) of Tartesso West
Community Facilities District (City of Buckeye, Arizona) (the “District”) as follows:
Section 1.
Findings.
A.
Authorizing Election. Pursuant to Title 48, Chapter 4, Article 6, Arizona
Revised Statutes (“A.R.S.”), as amended (the “Enabling Act”), and a resolution adopted by the
Board, an election was ordered and called on December 14, 2004, to submit to the qualified
electors of the District or to those persons who were otherwise qualified to vote (the “Election”)
the question of authorizing the Board to issue general obligation bonds of the District to provide
moneys for certain public infrastructure purposes consistent with the General Plan of the District.
The Board canvassed the Election and resolved that such bonds were authorized to be issued.
B.
Feasibility Report. Pursuant to the Enabling Act, the Board has caused a
study of the feasibility and benefits of the projects relating to certain public infrastructure (as
defined in the Enabling Act) provided for in the General Plan of the District and to be financed
with proceeds of the sale of a portion of such bonds, such study having been prepared by or on
behalf of the District and including (i) a description of certain public infrastructure to be acquired
and all other information useful to understand the projects, (ii) a map showing, in general, the
location of the projects, (iii) the costs of constructing the projects, (iv) an estimate of the cost to
acquire, operate and maintain the projects, (v) a map or description of the area to be benefited by
the projects, and (vi) a plan for financing the projects (the “Feasibility Report”). A public
hearing on the Feasibility Report was held May 19, 2026, after publication of notice of the
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hearing as provided by law. Pursuant to the Enabling Act and a resolution adopted on May 19,
2026, the Feasibility Report was approved in all respects.
C.
Bond Authorization. The Board has determined, exercising its sole and
unfettered discretion, to authorize the issuance of the general obligation bonds described herein
(the “Bonds”) to provide funds for all or a portion of the public infrastructure and public
infrastructure purposes provided for in the Enabling Act and the Feasibility Report, to the extent
authorized in the Election.
D.
Tax Levy. Upon issuance of the Bonds, the Board (i) shall enter in its
minutes a record of the Bonds sold and their numbers and dates and (ii) shall annually levy and
cause an ad valorem tax to be collected, at the same time and in the same manner as other taxes
are levied and collected on all taxable property in the boundaries of the District sufficient,
together with moneys from the sources described herein, to pay Debt Service (as such term is
defined in the Enabling Act) when due.
E.
Method of Sale. The firm of Hilltop Securities Inc. will serve as the
District’s municipal advisor (the “Municipal Advisor”) with respect to the Bonds, and by this
resolution the Board shall delegate authority to the District Treasurer to determine, with the
advice of the Municipal Advisor, the method of sale of the Bonds.
F.
Form of Purchase Contract. By this Resolution, the Board shall: (i)
approve one or more forms of: (a) a bond purchase agreement (the “Bond Purchase Agreement”)
to be executed and delivered by and between the District and Stifel, Nicolaus & Company,
Incorporated (acting in this capacity, referred to herein as the “Underwriter”), to be dated of
even date with the sale of the Bonds to the Underwriter in substantially the form submitted to
and on file with the District Clerk, (b) a written certificate, receipt, continuing covenant
agreement or other similar purchase commitment (in the event of a direct sale) (collectively, the
“Direct Purchase Agreement”) in the customary form as approved by the District’s bond
counsel, Gust Rosenfeld P.L.C. (“Bond Counsel”), or (c) a Notice of Sale in the customary form
as approved by Bond Counsel (the “Notice”); and (ii) order the proposed Bond Purchase
Agreement, Direct Purchase Agreement or Notice, as applicable, to be completed with the final
terms of the Bonds and entered into between the District and the Underwriter or other bond
purchaser(s) (collectively, the “Purchaser”) when the final terms of the sale have been
determined for the sale or placement of the Bonds to the Purchaser.
G.
Bond Documents. The proposed forms of the following documents are on
file with the District Clerk for this meeting: (i) the Bond Purchase Agreement; (ii) the Registrar
Contract (as defined herein); (iii) the Continuing Disclosure Undertaking (as defined herein) to
be dated the date of delivery thereof and applicable if the Bonds are sold to the Underwriter; and
(iv) the proposed form of the Preliminary Official Statement relating to the Bonds if the Bonds
are sold to the Underwriter, to be dated the date determined by the District Manager (the
“Preliminary Official Statement”) and which, with such completions and changes as may be
necessary will constitute the form of the Final Official Statement (the “Final Official
Statement”), all of which are necessary only if the Bonds are sold in a negotiated or competitive
sale (together with the Bond Purchase Agreement and the Notice, as applicable, the “Bond
Documents”, and if the Bonds are directly placed with a Purchaser, “Bond Documents” shall
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include the Placement Agent Agreement (as defined herein) and the Direct Purchase Agreement,
shall not include the Bond Purchase Agreement, the Notice, the Continuing Disclosure
Undertaking or the Preliminary Official Statement), and shall not include the Registrar Contract
if such contract is determined to be unnecessary in the Direct Purchase Agreement.
H.
Authorization to Execute, Issue and Sell. Within and by the parameters
set forth in this resolution, the Board shall authorize the execution, issuance and sale of the
Bonds and their delivery to the Purchaser in accordance with the Purchase Contract (as defined
herein), and at such prices, interest rates, maturities and redemption features as may be hereafter
determined.
I.
Limitations on Indebtedness. The Board hereby finds and determines that
(i) the amount of indebtedness evidenced by the Bonds does not exceed the estimated cost of the
public infrastructure improvements plus all costs connected with the public infrastructure and
public infrastructure purposes and issuance and sale of the Bonds to be financed therewith as
indicated in the Feasibility Report and (ii) the total aggregate outstanding amount of the Bonds
and bonds previously issued does not exceed 60% of the aggregate of the estimated market value
of the real property and improvements in the District after the public infrastructure of the District
is acquired by the District with proceeds of the Bonds, all as provided in the Enabling Act.
J.
Valid and Binding Instrument. The Board hereby finds and determines
that all acts, conditions and things required by the constitution and laws of the State of Arizona
to happen, exist and be performed precedent to and in the adoption of this Resolution have
happened, exist and have been performed as so required in order to make this Resolution a valid
and binding instrument for the security of the Bonds authorized herein.
Section 2.
Authorization; Method of Sale.
A.
Authorization.
(i)
The Board hereby authorizes the Bonds to be executed, issued and
sold in the aggregate principal amount of not to exceed $3,100,000, in one or more series on one
or more issuance dates. The Bonds shall be executed, issued and sold in accordance with the
provisions of this resolution and the Enabling Act and delivered against payment therefor by the
Purchaser. The Bonds so authorized shall be designated “Tartesso West Community Facilities
District (City of Buckeye, Arizona) General Obligation Bonds, Series 2026” or such other name
as designated in the Purchase Contract. The series designation of the Bonds may change if the
Bonds are sold in a later calendar year, and such series designation shall be reflected in the
Purchase Contract.
(ii)
The Board intends to issue the Bonds through any or all of the
following methods as determined by the District Treasurer, upon consultation with the Municipal
Advisor: (a) selling the Bonds to the Underwriter pursuant to the Bond Purchase Agreement, to
be executed and delivered by and between the District and the Underwriter, on such terms as
may hereafter be approved by the District Treasurer; (b) placing the Bonds with one or more
Purchasers with the aid of the Placement Agent, on such terms as may hereafter be approved by
the District Treasurer and evidenced by the Direct Purchase Agreement; or (c) selling the Bonds
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in a competitive sale in response to a Notice in the customary form as approved by Bond
Counsel and prepared by the Municipal Advisor. The Bond Purchase Agreement, the Direct
Purchase Agreement, and Notice, as applicable and as completed, are collectively referred to in
this Resolution as the “Purchase Contract.”
B.
Method of Sale. The District Treasurer is hereby authorized and directed
to determine, upon consultation with the Municipal Advisor, the method of sale of the Bonds.
(i)
Negotiated Sale. If the District Treasurer determines to sell the
Bonds to the Underwriter acting in this capacity and not as a municipal advisor (as defined in the
Securities and Exchange Commission’s (“SEC’s”) Municipal Advisor Rule)) via a negotiated
sale, the District Treasurer shall, with the assistance of the Municipal Advisor, negotiate the
prices, interest rates, maturities and redemption features in conformance with the parameters of
this resolution, and the District Treasurer shall execute and deliver the Bond Purchase
Agreement.
(ii)
Private Placement. If the District Treasurer determines to place the
Bonds directly to one or more financial institutions, the District Treasurer is hereby authorized to
prepare a request for proposals or similar document with the assistance of a firm as selected by
the District Treasurer (the “Placement Agent,” acting in this capacity and not as a municipal
advisor (as defined in the SEC’s Municipal Advisor Rule)), pursuant to the terms of a placement
agent agreement by and between the District and the Placement Agent in the customary form as
approved by the District Treasurer (the “Placement Agent Agreement”), and to receive bids from
potential purchasers. In such method of sale, the District Treasurer, with the assistance of the
Municipal Advisor and the Placement Agent, is hereby authorized and directed to review the
bids received and award the Bonds to the most qualified bidder, and such award shall be
evidenced by the Direct Purchase Agreement. The District Treasurer may engage in negotiations
with one or more bidders as the District Treasurer deems appropriate. The District Treasurer
may also reject all bids received. Any bid submitted shall be deemed agreement by the bidder
with the terms of this resolution and the bidder’s unconditional offer to be bound by the terms of
this resolution. If the Bonds are placed pursuant to a Direct Purchase Agreement with a
Purchaser, the Purchaser may be required to execute a Certificate of Qualified Investor in the
form and substance satisfactory to the District Treasurer and Bond Counsel.
(iii)
Competitive Sale. If the District Treasurer determines to sell the
Bonds via a competitive sale, the District Treasurer is hereby authorized to prepare the Notice
with the assistance of the Municipal Advisor and to receive proposals from potential purchasers.
In such method of sale, the District Treasurer, with the assistance of the Municipal Advisor, is
hereby authorized and directed to review the proposals received and award the Bonds to the most
qualified bidder. The District Treasurer may reject all proposals received. Any proposal
submitted shall be deemed agreement by the proposer with the terms of this resolution and the
proposer’s unconditional offer to be bound by the terms of this resolution.
Section 3.
Terms.
A.
Terms of the Bonds.
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(i)
The Bonds will be dated the date set forth in the Purchase
Contract. The Bonds will mature on July 15 in some or all of the years 2027 to 2051, inclusive
(however, such final maturities will be determined by the District Treasurer), and will bear
interest from their dated date to the maturity or prior redemption date of each of the Bonds at the
rate or rates set forth in the Purchase Contract, provided that the interest rate on the Bonds shall
not exceed the rate authorized in the ballot measure approved at the Election.
(ii)
The principal amount maturing in each year, the interest rates
applicable to each maturity, the optional and mandatory redemption provisions and any other
final terms of the Bonds, including series designation, purchase price and provision for original
issue discount and original issue premium, shall be as set forth in the Purchase Contract and
approved by the District Treasurer as set forth in this resolution and such approval shall be
evidenced by the execution and delivery of the Purchase Contract.
(iii)
The Bonds are expected to be initially issued in fully registered
form, and, if sold in a negotiated or competitive sale, in book-entry form, in denominations of
$5,000 of principal amount each or integral multiples thereof, equal to the respective year’s
maturity amount. If the Book-Entry-Only System (as defined herein) is used and then
discontinued, the Bonds will be in denominations of $5,000 of principal each or integral
multiples in excess thereof (or in such other denominations as set forth in the Purchase Contract).
If privately placed with a bond purchaser, the Bonds will be in denominations of $100,000 of
principal each or integral multiples of $1,000 in excess thereof (or in such other denominations
as set forth in the Direct Purchase Agreement). Interest on the Bonds shall be payable
semiannually on each January 15 and July 15 (each an “Interest Payment Date”) during the term
of the Bonds, commencing January 15, 2027 (or on such other date as set forth in the Purchase
Contract).
B.
Book-Entry-Only System. If the Bonds are sold in a negotiated or
competitive sale, the Bonds may be administered under the book-entry-only system (the “Book-
Entry-Only System”) described herein and in the Letter of Representations (as defined herein),
and so long as the Bonds are administered under the Book-Entry-Only System, interest payments
and principal payments that are part of periodic principal and interest payments shall be paid to
Cede & Co. as the nominee of The Depository Trust Company, New York, New York (“DTC”)
or its registered assigns in same-day funds no later than the time 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 the District’s bonds including the Bonds and, while
the Letter of Representations is in effect, the procedures established therein shall apply to the
Bonds (if sold in a negotiated or competitive sale).
C.
Registration.
(i)
If the Bonds are sold in a negotiated or competitive sale, the Bonds
may be registered in the Book-Entry-Only System. If the Book-Entry-Only System is
discontinued, the Registrar’s registration books shall show the registered owners of the Bonds.
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. If the Book-Entry-Only System is discontinued,
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the Bonds will be administered by the Registrar in a manner that 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. The District recognizes that Section 149(a) of the Internal Revenue Code of
1986, as amended (the “Code”), requires the Bonds to be issued and to remain in fully registered
form in order that interest thereon is exempt from federal income taxation under laws in force at
the time the Bonds are delivered. 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.
(ii)
If the Bonds are privately placed with the Purchaser, the Bonds
may be registered in the name of the Purchaser. In the event the Bonds are placed with the
Purchaser, the Bonds may not be transferred unless (a) to a transferee that is a Qualified Investor
(as defined herein) that provides the District with a completed Certificate of Qualified Investor
and (b) the Qualified Investor agrees to comply with all applicable federal and state securities
laws. For purposes of the Bonds, if placed with the Purchaser, “Qualified Investor” means a
“qualified institutional buyer,” as such term is defined in Rule 144A of the Securities Act of
1933, as amended (the “Securities Act”), or an “accredited investor” (other than a natural person)
as defined in Rule 501 (a)(1), (2), (3) or (7) of the Securities Act, who executes the Certificate of
Qualified Investor. The District and the Purchaser may provide other terms and provisions for
the signatures, authentication, registration, transfer and exchange of the Bonds in the Direct
Purchase Agreement.
D.
Payment.
(i)
If the Bonds are sold in a negotiated or competitive sale and the
Book-Entry-Only System is discontinued, interest on the Bonds will be payable on each Interest
Payment Date by the Paying Agent by check mailed to the registered owner thereof at such
registered owner’s address as shown on the registration books maintained by the Registrar as of
the close of business of the Registrar on the Record Date (as defined herein).
(ii)
If the Bonds are sold in a negotiated or competitive sale and 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 made 20 days prior to an Interest Payment Date by a
registered owner of at least $1,000,000 in principal amount of Bonds outstanding all payments of
interest and, if adequate provision for surrender is made, principal and premium, if any, shall be
paid by wire transfer in immediately available funds to an account within the United States of
America designated by such registered owner.
(iii)
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
the Book-Entry-Only System may be paid by the Paying Agent by wire transfer in “same-day
funds.”
(iv)
If the Bonds are directly placed with the Purchaser, the principal
(except the final payment thereof whether because of maturity or redemption) and interest due
with respect to the Bonds (except that due upon such final payment) shall be payable without
surrender or presentment in lawful money of the United States of America by wire transfer to an
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account within the United States of America designated by the Purchaser, or subsequent
transferee, or by check mailed to the Purchaser, or subsequent transferee, at the address on file
with the District. The final payment of principal of the Bonds plus accrued interest to the date of
payment thereof shall be paid in lawful money of the United States of America by wire transfer
upon surrender when due at the designated office of the District.
E.
Other Terms. The Bonds shall (i) have such other terms and provisions as
are set forth in the form of Bond attached hereto as Exhibit A and (ii) be sold under the terms for
the payment of principal of, premium, if any, and interest on the Bonds and the redemption of the
Bonds, and other such conditions as are set forth in the Purchase Contract.
Section 4.
Redemption.
A.
Optional Redemption. The Bonds may be subject to optional redemption
as will be determined by the District Treasurer and set forth in the Purchase Contract.
B.
Mandatory Redemption. The Bonds may be subject to mandatory
redemption as will be determined by the District Treasurer and set forth in the Purchase Contract.
Whenever Bonds subject to mandatory redemption are purchased, redeemed (other than pursuant
to mandatory redemption) or delivered for cancellation (i) by the District to the Registrar (if the
Bonds are sold via negotiated or competitive sale) or (ii) by the Purchaser, or subsequent
transferee, to the District (if the Bonds are directly placed with the Purchaser), the principal
amount of the Bonds so retired shall satisfy and be credited against the mandatory redemption
requirements for such Bonds for such years as the District may direct.
C.
Notice of Redemption.
(i)
If the Bonds are sold in a negotiated or competitive sale, and so
long as the Bonds are held under the Book-Entry-Only System, notices of redemption will be
sent to 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 or 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.
(ii)
If the Bonds are sold in a negotiated or competitive sale, 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.
(iii)
If the Bonds are directly placed with the Purchaser, notice of any
redemption will be mailed by first class mail, postage prepaid, to the registered owner, at the
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address shown on file with the District, not more than 60 nor less than 30 days prior to the date
set for redemption. Failure to properly give notice of redemption shall not affect the redemption
of any Bond for which notice was properly given. The Purchaser and the District may agree to
additional notice provisions in the Direct Purchase Agreement.
(iv)
In all methods of sale of the Bonds, if moneys for the payment of
the redemption price of the Bonds and accrued interest are not held in separate accounts by the
District or the 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 or effect.
D.
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 District, a
depository trustee or the Paying Agent, as applicable, interest on such Bonds or portions of such
Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any
benefit or security hereunder and the registered owners of such Bonds 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.
E.
Redemption of Less Than All of a Bond. Except as otherwise provided by
the Book-Entry-Only System (if the Bonds are sold in a negotiated or competitive sale), any
Bond that is to be redeemed only in part shall be surrendered at the corporate trust office of the
Paying Agent or at the designated office of the District, as applicable, and the District shall
execute and the Paying Agent or the District, as applicable, shall authenticate and deliver to the
registered owner of such Bond, without a service charge, a new Bond or Bonds of the same
stated maturity and of any authorized denomination or denominations as requested by such
registered owner in the aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond or Bonds so surrendered.
F.
Defeasance. Any Bond or portion thereof in authorized denominations
shall be deemed paid and defeased and thereafter shall have no claim on ad valorem taxes levied
on taxable property in the District if (i) there is deposited with a bank or comparable financial
institution, in trust, obligations issued by or guaranteed by the United States government
(“Defeasance Obligations”) or moneys, or both, which, with the maturing principal of and
interest on such Defeasance Obligations, if any, will be sufficient, as evidenced by a certificate
or report of an accountant, to pay the principal of, premium, if any, and interest on such Bond or
portion thereof as the same matures, comes due or becomes payable upon prior redemption and
(ii) such defeased Bond or portion thereof is to be redeemed, (a) notice of such redemption has
been given in accordance with provisions hereof, or (b) as applicable, the District has submitted
to the Registrar and the Paying Agent instructions expressed to be irrevocable as to the date upon
which such Bond or portion thereof is to be redeemed and as to the giving of notice of such
redemption. If the maturing principal on the Defeasance Obligations or other moneys, or both, is
sufficient to pay the principal of, premium, if any, and interest on such Bond or portion thereof
as the same matures, comes due or becomes payable upon prior redemption, a certificate or
report of an accountant shall not be required. Bonds the payment of which has been provided for
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in accordance with this section shall no longer be deemed payable or outstanding hereunder and
thereafter such Bonds shall be entitled to payment only from the moneys or Defeasance
Obligations deposited to provide for the payment of such Bonds.
Section 5.
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; execution thereof by such
officers shall constitute conclusive evidence of such approval. As applicable, the Bonds may
have notations, legends or endorsements required by law, securities exchange rule or usage. As
applicable, each Bond shall show both the date of the issue and the date of such Bond’s
authentication and registration. The Bonds are prohibited from being converted to coupon or
bearer bonds without the consent of the Board and approval of Bond Counsel. If the Book-
Entry-Only System is used and at any time discontinued, the Bonds shall be reissued and
transferred in the form of the Bond to be prepared at that time.
Section 6.
Execution of Bonds and Bond Documents.
A.
Bonds.
(i)
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 District Clerk by their
manual or facsimile signatures. If the signatures are affixed or imprinted by facsimile means, the
Chair and 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.
(ii)
If the Bonds are sold in a negotiated or competitive sale, no Bond
shall be valid or binding until authenticated by the manual signature of an authorized
representative of the Registrar. If the Bonds are directly placed with the Purchaser, no Bond
shall be valid or binding until authenticated by the manual signature of an authorized officer of
the District. The signature of the authorized representative of the Registrar or the District, as the
case may be, shall be conclusive evidence that such Bond has been authenticated and issued
pursuant to this resolution.
B.
Bond Documents.
(i)
The forms, terms and provisions of the Bond Documents in
substantially the forms of the Bond Documents (including the exhibits thereto) currently on file
with the District Clerk or otherwise described herein, are hereby approved, with such insertions,
deletions and changes as are consistent herewith and as are approved by the officers authorized
to execute the Bond Documents, which approval will be conclusively demonstrated by the
execution thereof, and the Chair, the District Manager, the District Treasurer and the District
Clerk or any of such officers (collectively, the “Authorized Officers”) are each hereby authorized
and directed to execute the Bond Documents, as may be required.
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(ii)
The Authorized Officers are each hereby 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 Purchaser, and the terms of the
Placement Agent Agreement and Direct Purchase Agreement if the Bonds are placed with a
Purchaser, and to execute and deliver the Bond Documents in substantially the form on file with
the District Clerk or otherwise described herein 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 Bond Documents by such
officers shall be conclusive evidence of such approval. The District Clerk is authorized and
directed to attest such signatures. Where applicable, any of the foregoing officers may affix their
signatures by manual, mechanical, facsimile or electronic means.
(iii)
In the event any member of the Board or officer of the District is
unavailable or unable to discharge any obligation or duty with respect hereto, including the
approval, execution or attestation of the Bonds or other documents, then any member of the
Board may act in the capacity of such member or officer for the purpose of discharging such
obligation or duty.
Section 7.
Mutilated, Lost or Destroyed Bonds. In case any Bond becomes
mutilated or destroyed or lost, the Registrar or the District, as applicable, 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 owner’s paying the reasonable expenses and charges of the
District and the Registrar, as applicable, in connection therewith and, in the case of the Bond
destroyed or lost, filing with the District and the Registrar, as applicable by the registered owner
evidence satisfactory to the District and the Registrar, as applicable, that such Bond was
destroyed or lost, and furnishing the District and the Registrar, as applicable, with a sufficient
indemnity bond pursuant to A.R.S. § 47-8405, as amended.
Section 8.
Acceptance of Offer; Sale of Bonds; Purchase Contract Approval.
A.
Purchase Contract.
(i)
As applicable, the Underwriter or the Purchaser shall purchase the
Bonds pursuant to the form of Bond Purchase Agreement, submitted to and on file with the
District Clerk, or Direct Purchase Agreement, as applicable, and such proposal, as supplemented
by the final terms as contemplated by this resolution, is hereby authorized and approved. When
the final terms of the Bonds are known, the Bond Purchase Agreement or Direct Purchase
Agreement, as applicable, shall be finalized. The Authorized Officers are each hereby
authorized and directed to cause the Bond Purchase Agreement or Direct Purchase Agreement to
be completed and executed and to finalize the terms thereof, including, but not limited to,
establishing the principal amount of Bonds sold, the maturity amounts, maturity dates, interest
rates and optional and mandatory redemption provisions; provided, however, that the parameters
of this resolution shall govern the Bond Purchase Agreement or Direct Purchase Agreement, as
applicable, as finalized; and provided further, that none of the Authorized Officers are authorized
to insert in the Bond Purchase Agreement or Direct Purchase Agreement, as applicable, any
terms or conditions which would be contrary to this resolution. Upon the completion, execution
7996315.5
11
and delivery of the Bond Purchase Agreement or Direct Purchase Agreement, as applicable, the
Bonds are ordered sold to the Underwriter or Purchaser. The execution and delivery of the Bond
Purchase Agreement or the Direct Purchase Agreement, as completed, shall be conclusive
evidence of such approval of the final terms and provisions.
(ii)
If the Bonds are sold through a competitive sale, the form of the
Notice, in the customary form as approved by Bond Counsel, as drafted by the Municipal
Advisor and approved by the District Treasurer, is hereby approved. The Authorized Officers,
with the assistance of the Municipal Advisor, are each hereby authorized to complete and amend
the Notice as may be in the best interest of the District in a manner consistent with the terms of
this resolution and thereafter circulate the Notice. The execution and delivery of the Notice as
completed shall be conclusive evidence of such approval of the final terms and provisions.
B.
Bond Delivery. The District Treasurer is hereby authorized and directed
to cause the Bonds to be delivered to or upon the order of the Underwriter or the Purchaser upon
receipt of payment therefor and satisfaction of the other conditions for delivery thereof in
accordance with the terms of the Purchase Contract or Direct Purchase Agreement.
C.
Discount; Premium. Any other provision of this resolution to the contrary
notwithstanding, if the Bonds are sold for less than par, the aggregate amount of discount and
interest shall comply with A.R.S. § 48-722, as amended, and any net premium on the Bonds shall
be applied in accordance with A.R.S. § 48-722, as amended.
Section 9.
Use of Proceeds. The net proceeds from the sale of the Bonds shall be set
aside and deposited by the District Treasurer in a separate account and used to provide funds for
any and all of the public infrastructure and public infrastructure purposes provided for in the
Enabling Act, the Feasibility Report and the Election.
Section 10.
Funds and Accounts. The District Treasurer shall create the following
funds and accounts which shall be held separate and apart and used only as provided herein:
(i)
Bond Fund, which shall include:
(a)
Principal Account;
(b)
Interest Account; and
(c)
Redemption Account.
(ii)
Acquisition Fund.
(iii)
Costs of Issuance Fund.
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 herein provided.
Section 11.
Deposits to and Application of Bond Fund. The District shall deposit or
shall cause, at the applicable times set forth below, to be immediately deposited from the tax levy
7996315.5
12
described in Section 16 hereof to the Bond Fund to the credit of the applicable accounts: (i) to
the Principal and Interest Accounts, as applicable, on each December 14 and June 14 or, if either
such date is not a Business Day (as defined herein), then the first Business Day immediately
preceding such date, all amounts collected by or remitted to the District from the collections of
taxes levied pursuant to this resolution; (ii) to the Redemption Account, amounts transferred
from the Acquisition Fund to the extent hereinafter provided; (iii) to the Redemption Account,
amounts transferred from the Principal and Interest Accounts or other funds deposited pursuant
to any optional or mandatory redemption of the Bonds; and (iv) such other funds as the District
shall, from time to time, at its option deem advisable. The Principal, Interest and Redemption
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 12.
Deposits to and Application of Acquisition Fund. The District shall
deposit Bond proceeds to the Acquisition Fund in the amount provided in the District’s Tax
Certificate to be executed and delivered as of the date of initial delivery of the Bonds (the “Tax
Certificate”). Amounts on deposit in the Acquisition Fund shall be applied by the District in the
amounts and to the persons approved by the District to pay all items of expense directly or
indirectly relating to the cost of the project and as described in the Feasibility Report upon
acceptance of the project by the District. Notwithstanding anything contained in this Section 12,
any amounts remaining in the Acquisition Fund after three years from the issuance date of the
Bonds shall be transferred to the Redemption Account of the Bond Fund and applied to the
redemption of Bonds.
Section 13.
Deposits to and Application of Costs of Issuance Fund. The money
deposited to the Costs of Issuance Fund, together with all investments thereof and investment
income therefrom, shall be held in trust by the District. The District shall deposit to the Costs of
Issuance Fund (i) the amounts provided in the Tax Certificate and (ii) any funds directly
deposited with the District to pay for costs of issuance of the Bonds. Upon a request for
disbursement, amounts on deposit in the Costs of Issuance Fund shall be applied to pay all costs
of the issuance and sale of the Bonds. After six months from the issuance date of the Bonds, the
District shall transfer any moneys in the Costs of Issuance Fund to the Acquisition Fund.
Section 14.
Registrar and Paying Agent.
A.
Direct Placement. If the Bonds are directly placed with the Purchaser, the
Registrar Contract may not be required, and the District may function as the registrar and the
paying agent for the Bonds. The determination of whether to use a Registrar Contract may be set
forth in the Direct Purchase Agreement, and if so determined, the District will enter into a
Registrar Contract in the same manner as set forth below.
B.
Negotiated or Competitive Sale. Pursuant to the Enabling Act, if the
Bonds are sold in a negotiated or competitive sale, the District has determined to enter into a
Bond Registrar, Transfer Agent and Paying Agent Contract, to be dated as of the first day of the
month of the dated date of the Bonds (the “Registrar Contract”), or such other date as set forth in
the Purchase Contract, by and between the District and U.S. Bank Trust Company, National
Association, acting as bond registrar, transfer agent and paying agent (the “Registrar” and the
7996315.5
13
“Paying Agent,” as the case may be), to process the issuance, registration, transfer and payment
of the Bonds. The Board has determined by this resolution to authorize the issuance and sale of
the Bonds and, in order to provide terms for the Bonds and to provide for authentication and
delivery of the Bonds, to authorize the execution and delivery of the Registrar Contract. If the
Book-Entry-Only System is discontinued, pursuant to the Registrar Contract, the Registrar will
maintain an office or agency where Bonds may be presented for registration or 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 registered owners.
C.
Registrar and Paying Agent; Changes. Except as otherwise provided
herein, initially U.S. Bank Trust Company, National Association, will act as, and is hereby
designated as, the Registrar and the Paying Agent with respect to the Bonds. The District may
change the Registrar or the Paying Agent without notice to or consent of registered owners of the
Bonds and the District may act in any such capacity.
D.
Moneys Held in Trust. The Paying Agent, and any subsequent paying
agent, shall be required to agree in writing that the Paying Agent will hold in trust for the benefit
of the registered owners of the Bonds all moneys held by the Paying Agent for the payment of
principal of and interest and any premium on the Bonds.
E.
Authenticating Agent. 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 in this resolution 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.
F.
Registration and Transfer of Bonds. The Registrar shall keep a separate
register for the Bonds. The register shall show the registered owners of the Bonds and any
transfer of the Bonds. When Bonds are presented to the Registrar or a co-registrar with a request
to register a transfer, the Registrar shall register the transfer on the proper registration books if its
requirements for transfer are met and shall authenticate and deliver one or more Bonds registered
in the name of the transferee of the same principal amount, maturity or payment date and rate of
interest as the surrendered Bonds. All transfer fees and costs shall be paid by the transferor.
G.
Record Date. The “Record Date” for the Bonds shall be the close of
business on the last day of the calendar month (other than a Saturday, Sunday or a legal holiday
or equivalent (other than a moratorium) for banking institutions generally (a “Business Day”))
immediately preceding the applicable Interest Payment Date, or if such date is not a Business
Day, the previous Business Day. 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 payable to and mailed to the Owner shown on the books of the Registrar as of the close of
business on the respective Record Date.
7996315.5
14
H.
Transfer after Record Date. The Registrar may, but shall not be required
to, transfer or exchange any Bonds during the period commencing on the Record Date to and
including the respective Interest Payment Date. The Registrar may but need not register the
transfer of a Bond which 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. If the Registrar transfers or exchanges Bonds within the period referred to above, interest
on such Bonds shall be paid to the person who was the registered owner at the close of business
of the Registrar on the Record Date as if such transfer or exchange had not occurred.
I.
Authentication of Bonds. The Registrar shall authenticate Bonds for
original issue in the aggregate principal amount of not to exceed $3,100,000 upon the written
request of the District. The aggregate principal amount of Bonds outstanding at any time may
not exceed those amounts except for replacement Bonds as to which the requirements of the
Registrar and the District are met.
Section 15.
Other Actions Necessary. The Authorized Officers shall take all action
necessary or reasonably required to carry out, give effect to and consummate the transactions
contemplated by this resolution and the Bond Documents, 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. (The persons who shall so take such actions shall be the
persons holding such offices at the time of the initial issuance and delivery of the Bonds.)
Section 16.
Tax Levy.
A.
Annual Levy. For each year while any Bond is outstanding, the Board
shall annually levy and thereafter forward to Maricopa County for collection an ad valorem tax,
at the same time and in the same manner as other taxes are levied and collected on all taxable
property in the District, sufficient, together with any moneys from any sources authorized
pursuant to the Enabling Act, pursuant to this resolution and provided for under the Bond
Documents, to pay Debt Service when due, and to pay the District’s operation and maintenance
expenses. In no event shall that portion of the tax rate utilized to pay the operation and
maintenance expenses of the District, in any year, exceed $0.30 per $100 of assessed valuation.
B.
Deposit to Bond Fund. Moneys derived from the levy of the tax provided
for in this Section when collected and allocated to the Bonds (after deduction of the property tax
revenues levied and utilized for the payment of the District’s operation and maintenance
expenses) constitute funds to pay Debt Service on the Bonds and shall be deposited in the Bond
Fund and shall be kept separately from other funds of the District as set forth in Section 10
above.
C.
Annual Statements. The Board shall make annual statements and
estimates of the amount to be raised to pay Debt Service on the Bonds and to pay other such
costs of the District as are permitted under “public infrastructure purposes” as provided in the
Enabling Act. The Board shall file the annual statements and estimates with the District Clerk
7996315.5
15
and shall publish a notice of the filing of the estimate. The Board, on or before the date set by
law for certifying the annual budget of the District, shall fix, levy and assess the amounts to be
raised by ad valorem taxes of the District and shall cause certified copies of the order to be
delivered to the Board of Supervisors of Maricopa County, Arizona, and to the Department of
Revenue of the State of Arizona (the “State”). All statutes relating to the levy and collection of
State and county taxes, including the collection of delinquent taxes and sale of property for
nonpayment of taxes, apply to the taxes provided for by this Section.
Section 17.
No Obligation of City or Other Entity. Neither the full faith and credit
nor the general taxing power of the City of Buckeye, Arizona, the State or any political
subdivision thereof (other than the District) is pledged to the payment of the Bonds. The Bonds
will be obligations of the District only. None of the City of Buckeye, Arizona, the State or any
political subdivision thereof (other than the District) will have any obligation with respect to
Debt Service for the Bonds.
Section 18.
Resolution a Contract. This resolution shall constitute a contract
between the District and the registered owners of the Bonds and shall not be repealed or
amended in any manner that would impair, impede or lessen the rights of the registered owners
of the Bonds then outstanding. The performance by the Board of the obligations in this
resolution, the Bonds and the Bond Documents is hereby authorized and approved, and it is
ordered and directed to execute, deliver and perform such agreements.
Section 19.
Ratification of Actions; Consent.
A.
Ratification. All actions of the officers and agents of the District that
conform to the purposes and intent of this resolution and that further the issuance and sale of the
Bonds as contemplated by this resolution whether heretofore or hereafter taken are hereby
ratified, confirmed and approved. The proper officers and agents of the District are hereby
authorized and directed to do all such acts and things and to execute and deliver all such
documents on behalf of the District as may be necessary to carry out the terms and intent of this
resolution.
B.
Consent. This Board hereby acknowledges Gust Rosenfeld P.L.C.’s
representation of the Underwriter in matters not involving the District or the Bonds and hereby
consents to the representation of the District in the matters set forth in this resolution.
Section 20.
Distribution of Disclosure Documents.
A.
Official Statement. If applicable, the preparation and dissemination of the
Preliminary Official Statement, in substantially the form currently on file with the District Clerk,
is hereby authorized and approved. Its distribution is hereby authorized and approved and will
be used if the Bonds are sold in a negotiated or competitive sale. The Preliminary Official
Statement shall be in a form that is approved and may be deemed “final” for all purposes of the
provisions of Section 240.15c2-12, General Rules and Regulations, Securities Exchange Act of
1934 (the “Rule”), by any of the Authorized Officers. Any of the Authorized Officers shall
approve and cause the Final Official Statement, in substantially the form of the Preliminary
Official Statement referred to above, to be prepared and distributed in connection with the sale of
7996315.5
16
the Bonds. The Authorized Officers are each hereby authorized to execute and deliver the Final
Official Statement on behalf of the District and the execution by such officer shall be deemed
conclusive evidence of such approval.
B.
Continuing Disclosure Undertaking. Further, if applicable, to comply with
the Rule, unless an exemption from the terms and provisions of the Rule is applicable to the
Bonds, the Authorized Officers are each hereby authorized and directed to prepare, execute and
deliver on behalf of the District a written agreement or undertaking for the benefit of the owners
(including beneficial owners) of the Bonds (the “Continuing Disclosure Undertaking”), in
substantially the form submitted to and on file with the Board. The Continuing Disclosure
Undertaking shall contain such terms and provisions as are necessary to comply with the Rule
including, but not limited to (i) an agreement to provide to MSRB the financial information or
operating data presented in the Final Official Statement, as determined by mutual agreement
between the Authorized Officers and the Purchaser, and audited financial statements of the
District and (ii) an agreement to provide listed events disclosure to MSRB.
Section 21.
Tax Covenants. All or a portion of the Bonds may be issued as “tax-
exempt” bonds or “taxable” bonds for purposes of the Code, as determined by the District
Treasurer with the assistance of the Municipal Advisor. The following covenants shall only
apply to such Bonds designated by the District as “tax-exempt.”
A.
Covenant to Maintain Tax Exemption. In consideration of the purchase
and acceptance of the Bonds by the registered owners thereof and, as authorized by A.R.S. Title
35, Chapter 3, Article 7, and in consideration of retaining the exclusion of interest income on the
Bonds from gross income for federal income tax purposes, the District covenants with the
registered owners from time to time of the Bonds to neither take nor fail to take any action which
action or failure to act is within its power and authority and would result in interest income on
the Bonds becoming subject to inclusion as gross income for federal income tax purposes under
either laws existing on the date of issuance of the Bonds or such laws as they may be modified or
amended.
B.
Closing Documents. The Authorized Officers are each hereby authorized
to execute and deliver all closing documents incorporating the District’s representations
necessary to exclude the interest on the Bonds from gross income for federal income tax
purposes and other matters pertaining to the sale of the Bonds as required by Bond Counsel. The
District Manager, the District Treasurer or a partner of Bond Counsel, is authorized to execute
and file on behalf of the District information reporting returns and to file or deliver such other
information as may be required by Section 149(e) of the Code.
C.
Rebate Fund; Rebate Payments. In the event it is necessary to rebate the
earnings from the investment of the proceeds of the Bonds, the Board hereby authorizes the
District Treasurer or any agent thereof to create a separate fund to be known as the Rebate Fund.
Into such fund shall be deposited any and all moneys deemed necessary to remain in compliance
with the provisions of Section 148 of the Code, or any regulations promulgated thereunder.
Moneys in such fund shall be segregated or (if authorized in writing by an opinion of Bond
Counsel) commingled with other moneys of the District. In the event such Rebate Fund is
created, the District Treasurer is ordered and directed to employ or engage one or more arbitrage
7996315.5
17
rebate consultants to make, as necessary, any calculations in respect of rebates to be paid to the
United States of America in accordance with Section 148 of the Code. The Authorized Officers
are each hereby authorized to make any applicable elections necessary to avoid the rebate to the
federal government of certain of the investment earnings attributable to the Bonds and is further
authorized and directed to pay any amounts necessary to the United States, as arbitrage rebate(s).
D.
Further Acts. The District agrees that it will comply with such
requirements and will take any such actions as in the opinion of Bond Counsel are necessary to
prevent interest income on the Bonds from becoming subject to inclusion in gross income for
federal income tax purposes. Such requirements may include but are not limited to making
further specific covenants; making truthful certifications and representations and giving
necessary assurances; complying with all representations, covenants and assurances contained in
certificates or agreements to be prepared by Bond Counsel; paying to the United States of
America any required amounts representing yield reduction payments or rebates of arbitrage
profits relating to the Bonds; filing forms, statements and supporting documents as may be
required under the federal tax laws; limiting the term of and yield on investments made with
moneys relating to the Bonds; and limiting the use of the proceeds of the Bonds and property
financed thereby.
E.
Authorized Representatives. The Board hereby authorizes the District
Treasurer, or his or her designee, to represent and act for the District in all matters pertaining to
the District’s tax-exempt bonds, as may be necessary to comply, on a continuing basis, with the
Internal Revenue Service, Securities and Exchange Commission and other governmental entities’
requests, reporting requirements and post issuance compliance policies and matters.
Section 22.
Qualified Tax-Exempt Obligations. In the event the Chair, any member
of the Board, the District Manager or the District Treasurer determines that the District
reasonably expects to issue less than $10,000,000 in principal amount of tax-exempt obligations
in this current calendar year, the District may designate the Bonds as “qualified tax-exempt
obligations” for purposes of Section 265(b)(3) of the Code. If so designated, the Chair, any member
of the Board, the District Manager or the District Treasurer shall certify in the closing certificates
that it is reasonably anticipated that the aggregate amount of qualified tax-exempt obligations (as
defined in Section 265(b)(3)(B) of the Code) that will be issued for or by the District in the current
calendar year shall not exceed $10,000,000.
Section 23.
Bond Insurance or Credit Enhancement. The Authorized Officers are
each hereby authorized and directed to purchase municipal bond insurance, surety bonds or other
credit enhancement as may be deemed appropriate and beneficial to the District by the
Authorized Officers to pay or cause to be paid all premiums attendant thereto and to enter into
any obligations or agreements on behalf of the District to repay amounts paid thereon by the
providers thereof.
Section 24.
Severability. If any section, paragraph, subdivision, sentence, clause or
phrase of this resolution is for any reason held to be illegal, invalid or unenforceable, such
decision will not affect the validity of the remaining portions of this resolution. The Board
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 issuance of the
7996315.5
18
Bonds 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.
Section 25.
Cancellation of Agreement. The District hereby gives notice to the
Registrar, the Paying Agent and the Underwriter or Purchaser, as applicable, that A.R.S. § 38-
511, provides that, within three years after execution of any agreement, the District may cancel
such agreement without penalty or further obligation if any person significantly involved in
initiating, negotiating, securing, drafting or creating the agreement on behalf of the District or
any of its departments or agencies is at any time while the agreement or any extension of the
agreement is in effect an employee or agent of the other party to the agreement in any capacity or
a consultant to such other party with respect to the subject matter of the agreement.
Section 26.
Waiver of Inconsistency. All orders, resolutions and ordinances or parts
thereof inconsistent herewith are hereby waived to the extent only of such inconsistency. This
waiver shall not be construed as reviving any order, resolution or ordinance of any part thereof.
Section 27.
Limitation on Repeal of Resolution. After any of the Bonds are
authenticated and delivered by the Registrar to the Underwriter, or by the District to the
Purchaser, as applicable, 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 28.
Effective Date. This resolution shall be effective immediately.
[Signatures on following page]
7996315
PASSED AND ADOPTED by the Chair and Board of Directors of the Tartesso West
Community Facilities District (City of Buckeye, Arizona) this 19th day of May, 2026.
TARTESSO WEST 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 Tartesso West Community
Facilities District (City of Buckeye, Arizona), do hereby certify that the above and foregoing
Resolution No. 05-26 (Tartesso West), was duly passed by the Board of Directors of Tartesso
West Community Facilities District (City of Buckeye, Arizona) at a regular meeting held on May
19, 2026, and the vote was ____ aye’s, ____ nay’s, ____ abstained and ____ were absent, and that
the Chair and Board Members were present thereat.
DATED: May 19, 2026.
Lucinda J. Aja, District Clerk
[Signature page to Resolution]
7996315.5
EXHIBIT A
Form of Bond
(consisting of 8 pages)
7996315.5
A-1
(Form of Bond)
Number: R-______
Denomination: ___________
[If the Bonds are sold in a public offering - Unless this bond is presented by an authorized representative of The Depository Trust Company, a
New York trust company (“DTC”), to the District or its agent for registration of transfer, exchange, or payment, and any bond 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.]
[If the Bonds are privately placed – RESTRICTIONS ON TRANSFER. THIS BOND MAY BE TRANSFERRED IN WHOLE OR IN PART
AND ONLY TO A “QUALIFIED INVESTOR,” WHICH MEANS A QUALIFIED INSTITUTIONAL BUYER, AS SUCH TERM IS DEFINED
IN RULE 144A OF THE SECURITIES ACT OF 1933, AS AMENDED, OR AN ACCREDITED INVESTOR (EXCLUDING NATURAL
PERSONS) AS DEFINED IN RULE 501 (A)(1), (2), (3) OR (7) OF SECURITIES AND EXCHANGE ACT OF 1933, AS AMENDED, WHO
EXECUTES THE CERTIFICATE OF QUALIFIED INVESTOR, THE FORM OF WHICH IS ATTACHED HERETO.]
UNITED STATES OF AMERICA
STATE OF ARIZONA
TARTESSO WEST COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
GENERAL OBLIGATION BOND, SERIES 2026
[If the Bonds are sold in a public offering via negotiated sale]
Interest Rate
Maturity Date
Original Dated Date
CUSIP No.
____%
July 15, 20__
_______, 2026
876498 ___
Registered Owner:
Cede & Co.
Principal Amount:
________________ AND NO/100 DOLLARS ($__________.00)
[If the Bonds are privately placed –]
Interest
Rate
Maturity
Date
Original Dated
Date
[
]%
[
]
[
]
REGISTERED OWNER:
[
]
PRINCIPAL AMOUNT:
[
AND NO/100 DOLLARS ($
)]
TARTESSO WEST 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 (the “District”), for value received, hereby
promises to pay to the registered owner identified above, or registered assigns as provided herein, on the
maturity date set forth above, the principal amount set forth above, and to pay interest on the unpaid
principal amount at the interest rate shown above.
[The bonds maturing on or before [ ] 1, [20__], are not subject to call for redemption prior to
their stated maturity dates. Bonds maturing on or after [ ] 1, [20__] are subject to call for redemption
prior to their stated maturity dates, at the option of the District, in whole or in part on [ ] 1, [20__], or on
7996315.5
A-2
any date thereafter by the payment of a redemption price equal to the principal amount of each bond called
for redemption plus accrued interest to the date fixed for redemption, but without premium.]
Interest is payable on January 15 and July 15 of each year, commencing [ ] 15, 20[ ], and will
accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from the
original dated date set forth above. Interest will be computed on the basis of a year comprised of 360 days
consisting of 12 months of 30 days each.
Principal of, interest and any premium on this bond are payable in lawful money of the United
States of America. Interest payments and principal payments that are part of periodic principal and interest
payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in same-day funds
no later than the time established by DTC on each interest or principal payment date (or in accordance with
existing arrangements between the District and DTC.
The “Record Date” for this bond shall be the close of business on the last day of the calendar month
(other than a Saturday, Sunday or a legal holiday or equivalent (other than a moratorium) for banking
institutions generally (a “business day”)) immediately preceding the applicable interest payment date, or if
such date is not a business day, the previous business day.
[if bonds are privately placed - Interest payments and principal payments that are part of periodic
principal and interest payments shall be received by the registered owner hereof, as shown on the
registration books maintained by the District, at the address appearing therein at the close of business on
the first day of the calendar month next preceding the interest payment date. Annual payments of principal
represented by mandatory sinking fund installments shall not require the surrender of this bond.]
It is hereby certified and recited that all conditions, acts and things required by the Constitution and
laws of the State of Arizona to exist, to occur and to be performed precedent to and in the issuance of this
bond exist, have occurred and have been performed and that the issue of bonds of which this is one, together
with all other indebtedness of the District, is within every debt and other limit prescribed by the Constitution
and laws of the State of Arizona, and that due provision has been made for the levy and collection of a
direct, annual, ad valorem tax upon all of the taxable property in the District for the payment of this bond
and of the interest hereon as each becomes due.
This bond is one of a series of general obligation bonds in the aggregate principal amount of
$[_____,000] of like tenor except as to amount, maturity date, redemption provisions, interest rate, series
designation, and number issued by the District to provide funds to make those certain acquisitions and
public improvements approved by a majority vote of qualified electors voting at an election duly called and
held in and for the District, pursuant to a resolution of the Board of Directors of the District duly adopted
prior to the issuance hereof (the “Resolution”), and pursuant to the Constitution and laws of the State of
Arizona relative to the issuance and sale of general obligation bonds, and all amendments thereto, and all
other laws of the State of Arizona thereunto enabling.
For the punctual payment of this bond and the interest hereon and for the levy and collection of ad
valorem taxes on all taxable property within the District sufficient for that purpose, the full faith and credit
of the District are hereby irrevocably pledged.
Neither the full faith and credit nor the general taxing power of the City of Buckeye, Arizona, the
State of Arizona, or any political subdivision thereof (other than the District) is pledged to the payment of
the bonds.
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So long as the book-entry-only system is in effect, notices of redemption will be sent to DTC in the
manner required by DTC. If the book-entry-only system is discontinued, notice of redemption of any bond
shall be filed with the registrar and mailed to the registered owner of the bond or bonds being redeemed at
the address shown on the books of the registrar not more than 60 days 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. Notic 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. Failure to properly give notice of redemption shall not affect
the redemption of any bond for which notice was properly given. If moneys for the payment of the
redemption price and accrued interest are not held in separate accounts by the District or the 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
the notice shall be of no force and effect. When so called for redemption, the bonds will cease to bear
interest on the date fixed for redemption if on that date sufficient funds for such redemption are on deposit
at the place of payment.
The registrar and the paying agent on the original issue date is U.S. Bank Trust Company, National
Association. The registrar or the paying agent may be changed by the District without notice.
So long as the book-entry-only system is in effect, this bond is non-transferable. If the book-entry-
only system is discontinued, this bond is transferable by the registered owner in person or by attorney duly
authorized in writing at the designated office of the registrar upon surrender and cancellation of this bond,
but only in the manner and subject to the limitation on transfer and upon payment of the charges provided
in the Resolution. Upon such transfer a new bond or bonds of the same aggregate principal amount, maturity
and interest rate will be issued to the transferee in exchange. The registrar may require an owner, among
other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the authorizing resolution. Should this bond be submitted to the registrar
for transfer during the period commencing after the close of business on the Record Date and continuing to
and including the next subsequent interest payment date, ownership will be transferred in the normal
manner but the interest payment will be made payable to and mailed to the registered owner as shown on
the registrar’s books at the close of business on the Record Date.
The registrar may, but need not, register the transfer of this bond if it has been selected for
redemption and need not register the transfer of this bond for a period of 15 days before selection of this
bond to be redeemed; if the transfer of this bond, after it 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 this bond. If the registrar transfers or exchanges this bond within the period referred to above, interest
on this bond shall be paid to the person who was the owner at the close of business of the registrar on the
Record Date as if such transfer or exchange had not occurred.
Notwithstanding any provisions hereof or of the Resolution, however, the obligation of the District
to make money available to pay this bond may be defeased by the deposit of money and/or certain direct or
indirect Defeasance Obligations (as such term is defined in the Resolution) sufficient for such purpose as
described in the Resolution.
[Bonds of this series are issuable only in fully registered form in the denomination of $5,000 of
principal each or integral multiples of $5,000.] [if bonds are privately placed - This bond shall be issued
in denominations of $100,000 or integral multiples of $1,000 in excess thereof and shall be issued in fully
registered form.]
7996315.5
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[if bonds are privately placed - Notwithstanding any other provision of this Bond to the contrary,
this Bond is nontransferable unless the transferee or transferees provide the registrar and paying agent a
completed certificate of qualified investor in the form included in this Bond.]
[if bonds are privately placed - This bond may be transferred in whole or in part, in denominations
of $100,000 of principal each or integral multiples of $1,000 in excess thereof and only to a “qualified
investor,” which means a qualified institutional buyer, as such term is defined in Rule 144A of the Securities
Act of 1933, as amended (the “Securities Act”), or an “accredited investor” (excluding natural persons) as
defined in Rule 501 (a)(1), (2), (3) or (7) under the Securities Act who executes a Certificate of Qualified
Investor in the form attached hereto as Exhibit 1, and who agrees to comply with all applicable federal and
state securities laws.]
The District, the registrar and the paying agent may treat the registered owner of this bond as the
absolute owner for the purpose of receiving principal and interest and for all other purposes and none of
them shall be affected by any notice to the contrary.
The District has caused this bond to be executed by the Chair of its Board of Directors and attested
by the District Clerk, which signatures may be manual or by facsimile signatures. This bond is not valid or
binding upon the District without the manually affixed signature of an authorized representative of the
registrar. This bond is prohibited from being issued in coupon or bearer form without the consent of the
District and the occurrence of certain other conditions.
----------------------------------------------------------------------------------------------------------------
TARTESSO WEST
COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
_________________________________________
Chair, Board of Directors
ATTEST:
______________________________
District Clerk
7996315.5
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Tartesso West Community Facilities District (City of Buckeye, Arizona)
General Obligation Bonds, Series 2026, described in Resolution No. 05-26 (Tartesso West) mentioned
herein.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Registrar
By________________________________________
Authorized Representative
DATED: __________, 2026.
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(INSERT INSURANCE STATEMENT HERE, IF APPLICABLE)
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FORM OF ASSIGNMENT
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 - _____________ (Custodian)
TEN ENT - as tenants by the entireties
Custodian for ________________ (Minor) Under Uniform
JT TEN - as joint tenants with right of
Gifts/Transfers to Minors Act of ___________________
survivorship and not as tenants in common
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received the undersigned subject to the transfer restrictions described in the within bond,
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 book kept for
registration thereof, with full power of substitution in the premises.
DATED: ___________________
______________________________________
NOTICE: The signature(s) on this assignment
Signature guarantee should be made
must correspond with the name(s) of the
by a guarantor institution participating
registered owner(s) appearing on the face of
in the Securities Transfer Agents
the within Bond in every particular.
Medallion Program or in such other
guarantee program acceptable to
the Registrar and Paying Agent.
ALL FEES AND TRANSFER COSTS SHALL BE PAID BY THE TRANSFEROR
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EXHIBIT 1
[FORM OF CERTIFICATE OF QUALIFIED INVESTOR]
TARTESSO WEST
COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
Re:
$[
] Tartesso West Community Facilities District
(City of Buckeye, Arizona) General Obligation Bonds, Series 2026
1.
Please be advised that the undersigned is a Qualified Investor (as hereinafter
defined) and is purchasing directly the above-captioned bond (hereinafter referred to as the
“Bond”), such Bond being in the original aggregate principal amount of $[
], bearing the
number R-1. Such purchase is solely for the account of the undersigned, for the purpose of
investment and not with a present intent for or view to distribution or resale.
2.
In the event that the undersigned transfers such Bond, the undersigned shall comply
with all provisions of the resolution of Tartesso West Community Facilities District (City of
Buckeye, Arizona) (the “District”) authorizing the issuance of the Bond, adopted on May 19, 2026
(the “Resolution”). The undersigned understands that, unless the Board of Directors of the District
terminates the transfer restrictions described in the Resolution and herein, a transferee shall be a
Qualified Investor (as hereinafter defined) and must sign a letter substantially in the form of this
letter and promptly provide such letter to the District before any transfer of the Bond to such
transferee will be registered.
3.
The undersigned acknowledges that it is a “qualified institutional buyer,” as such
term is defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), or
an “accredited investor” (other than a natural person) as defined in Rule 501 (a)(1), (2), (3) or (7)
of the Securities Act (either of which shall constitute a “Qualified Investor”).
4.
The undersigned understands that: (i) the Resolution and the Bond are not being
registered under the Securities Act, in reliance upon certain exemptions set forth in that act, (ii) the
Resolution and the Bond are not being registered or otherwise qualified for sale under the “blue
sky” laws and regulations of the State of Arizona or any other state, (iii) any transfer of the Bond
must comply with federal and state securities laws, (iv) any sale or transfer of the Bond, or interests
therein, must be to Qualified Investors, (v) the Bond will not be listed on any stock or other
securities exchange, (vi) the Bond will not carry any bond rating from any rating service, (vii) the
Bond is not likely to be readily marketable, and (viii) the Resolution is not being qualified under
the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions set forth in that
act.
5.
The undersigned assumes all responsibility for complying with any applicable
federal and state securities laws with respect to any transfer of the Bond or an interest therein by
the undersigned, and agrees to hold the District harmless for, from and against any and all liabilities
7996315.5
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claims, damages or losses resulting directly or indirectly from such undersigned’s failure to
comply.
6.
The undersigned acknowledges that the undersigned has had an opportunity and
has obtained all information necessary and has evaluated the factors associated with its purchase
decision and after such evaluation, the undersigned understood and knew that the purchase of the
Bond involved certain risks, including, but not limited to, limited security and source for payment
of the Bond, the status of development and its impact on the collection of ad valorem taxes for
payment of the Bond, and the probable lack of any secondary market for the Bond. The
undersigned acknowledges that it is experienced in transactions such as those relating to the Bond
and that the undersigned is knowledgeable and fully capable of independent evaluation of the risks
involved in purchasing the Bond. Other than information specifically provided by the District, the
undersigned is not relying on the District in making its decision to purchase the Bond.
7.
The undersigned acknowledges that the District and the respective officers,
directors, board members, advisors, employees and agents thereof have not undertaken to furnish,
nor has the undersigned requested, any information to ascertain the accuracy or completeness of
any information that may have been furnished by any other party.
8.
This certificate and all rights and responsibilities described in it shall be governed
by, and interpreted in accordance with, the laws of the State of Arizona. The federal and state
courts of the State of Arizona shall have sole and exclusive jurisdiction over any dispute arising
from the purchase and sale of the Bond.
Dated: ___________.
[PURCHASER]
By:
_________________________________
Printed Name: ___________________________
Title: _________________________________