RES 06-25 - Festival Ranch CFD GO Bonds Ser 2025 - Authorizing Resolution (007)(GR 5.2.25) (6491890.7).docx

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RESOLUTION NO. 06-25 (Festival Ranch)
A RESOLUTION OF THE BOARD OF DIRECTORS OF FESTIVAL 
RANCH COMMUNITY FACILITIES DISTRICT (CITY OF BUCKEYE, 
ARIZONA) AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF 
ITS GENERAL OBLIGATION BONDS, SERIES 2025; 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 FINANCIAL 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 Festival Ranch
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 May 25, 2005, 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 20, 2025, after publication of notice of the hearing as

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provided by law.  Pursuant to the Enabling Act and a resolution adopted on May 20, 2025, 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 financial advisor (the “Financial 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 Financial 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 include the Placement Agent Agreement

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(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 $6,000,000, 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 “Festival Ranch Community Facilities 
District (City of Buckeye, Arizona) General Obligation Bonds, Series 2025” 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 Financial 
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 in a 
competitive sale in response to a Notice in the customary form as approved by Bond Counsel and

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prepared by the Financial 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 Financial Advisor, the method of sale of the Bonds.
(i)
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 Financial 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)
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 Financial 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)
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 Financial Advisor and to receive proposals from potential purchasers.  In such 
method of sale, the District Treasurer, with the assistance of the Financial 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.  
(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 2026 to 2045, inclusive (however,

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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, 2026 (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, 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

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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 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.

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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 
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.

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(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 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.

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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 
District Chair and attested by the District Clerk by their manual or facsimile signatures.  If the 
signatures are affixed or imprinted by facsimile means, the District 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 District 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.
(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

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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 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.

6491890.7
11
(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 Financial Advisor 
and approved by the District Treasurer, is hereby approved.  The Authorized Officers, with the 
assistance of the Financial 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 
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

6491890.7
12
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 
“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

6491890.7
13
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.
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

6491890.7
14
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 $6,000,000 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 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.

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15
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 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

6491890.7
16
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 Financial 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 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

6491890.7
17
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 District 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 District 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 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.

6491890.7
18
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]

6491890.7
PASSED AND ADOPTED by the District Chair and Board of Directors of the Festival 
Ranch Community Facilities District (City of Buckeye, Arizona) on May 20, 2025.
FESTIVAL RANCH COMMUNITY 
FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
Chair, District Board
ATTEST:
__________________________________
District Clerk
APPROVED AS TO FORM:
__________________________________
Gust Rosenfeld P.L.C.
Bond Counsel
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. 06-25 (Festival Ranch), was duly passed by the Board of Directors of Festival 
Ranch Community Facilities District (City of Buckeye, Arizona) at a regular meeting held on May 
20, 2025, and the vote was ____ aye’s, ____ nay’s, ____ abstained and ____ were absent, and that 
the Chair and ___ Board Members were present thereat.
DATED:  May 20, 2025.
Lucinda J. Aja, District Clerk
[Signature page to Resolution]

6491890.7
A-1
EXHIBIT A
(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 corporation (“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
FESTIVAL RANCH COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
GENERAL OBLIGATION BOND, SERIES 2025
[If the Bonds are sold in a public offering via negotiated sale]
Interest Rate
Maturity Date
Original Dated Date
CUSIP No.
____%
July 15, 20__
_______, 2025
[315598] ___
Registered Owner:
Cede & Co.
Principal Amount: 
________________ AND NO/100 DOLLARS ($__________.00)
[If the Bonds are privately placed –]
Interest
Rate
Maturity
Date
Original Dated
Date
[
]%
[
]
[
]
REGISTERED OWNER:
[
]
PRINCIPAL AMOUNT:
[
AND NO/100 DOLLARS ($
)]
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 (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.

6491890.7
A-2
[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 
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.

6491890.7
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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.
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.

6491890.7
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[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.]
[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 District 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.
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6491890.7
A-5
FESTIVAL RANCH
COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
_________________________________________
District Chair, Board of Directors
ATTEST:
______________________________
District Clerk

6491890.7
A-6
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Festival Ranch Community Facilities District (City of Buckeye, Arizona) 
General Obligation Bonds, Series 2025, described in Resolution No. 06-25 (Festival Ranch) mentioned 
herein.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Registrar 
By________________________________________
Authorized Representative
DATED:  __________, 2025.
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(INSERT INSURANCE STATEMENT HERE, IF APPLICABLE)
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6491890.7
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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

6491890.7
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EXHIBIT 1
[FORM OF CERTIFICATE OF QUALIFIED INVESTOR]
FESTIVAL RANCH
COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
Re:
$[
] Festival Ranch Community Facilities District
(City of Buckeye, Arizona) General Obligation Bond, Series 2025
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 Festival Ranch Community Facilities District (City of 
Buckeye, Arizona) (the “District”) authorizing the issuance of the Bond, adopted on May 20, 2025
(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

6491890.7
A-9
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:
_________________________________