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z:\council packets\2015\r150507\emcfd\150507emcfda.doc Last printed 4/28/2015 5:53 PM
NOTICE OF SPECIAL SESSION OF THE
EAGLE MOUNTAIN COMMUNITY
FACILITIES DISTRICT BOARD
WHEN: THURSDAY, MAY 7, 2015
TIME: 6:25 P.M.
WHERE: TOWN OF FOUNTAIN HILLS - COUNCIL CHAMBERS
16705 EAST AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ
Pursuant to A.R.S. §38-431.02, notice is hereby given to the Directors of the District Board of the Eagle Mountain Community
Facilities District and to the general public that the District Board of the Eagle Mountain Community Facilities District will hold a
special session open to the public, which will begin immediately prior to the May 7, 2015, Cottonwoods Maintenance District Board
Meeting and Fountain Hills Town Council meeting.
Members of the Eagle Mountain Community Facilities District Board will attend either in person or by telephone conference call; a
quorum of the Town’s various Commissions or Boards may be in attendance at the Board meeting.
“Notice is hereby given that pursuant to A.R.S. §1 -602.A.9, subject to certain specified statutory exceptions, parents have a right to
consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the District
Board are audio and/or video recorded, and, as a result, proceedings in which children are present may be subject to such recording.
Parents in order to exercise their rights may either file written consent with the District Clerk to such recording, or take personal action
to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made,
the District Board will assume that the rights afforded parents pursuant to A.R.S. §1-602.A.9 have been waived.”
AGENDA
CALL TO ORDER AND ROLL CALL. – District Board Chair Linda M. Kavanagh
CALL TO THE PUBLIC.
Pursuant to A.R.S. §38-431-01(G), public comment is permitted (not required) on matters not listed on the agenda. Any such
comment (i) must be within the jurisdiction of the Directors is subject to reasonable time, place and manner restrictions. The
Directors will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly
noticed for discussion and legal action. At the conclusion of the “Call to the Public”, individual Directors may (i) respond to
criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future agenda.
1. CONSIDERATION of approving the Eagle Mountain Community Facilities District Board MEETING
MINUTES of June 19, 2014.
2. PUBLIC HEARING regarding RESOLUTION EMCFD 2015-01, approving the Tentative Budget of
the District for the Fiscal Year beginning July 1, 2015, and ending June 30, 2016, setting a hearing date
for the budget and annual assessments.
3. CONSIDERATION of RESOLUTION EMCFD 2015-01, approving the Tentative Budget of the
District for the Fiscal Year beginning July 1, 2015, and ending June 30, 2016, setting a hearing date for
the budget and annual assessments.
4. CONSIDERATION of RESOLUTION EMCFD 2015-04, authorizing the issuance and sale of Eagle
Mountain Community Facilities District General Obligation Refunding Bonds, Series 2015; delegating
the authority to approve certain matters with respect to the bonds and the bonds being refunded;
providing for the annual levy of a tax for the payment of the bonds; approving the form of the bonds and
certain documents and authorizing completion, execution and delivery thereof; and ratifying all actions
taken or to be taken to further this resolution.
5. ADJOURNMENT.
DATED this 30th day of April, 2015.
Bevelyn J. Bender, District Clerk
The Eagle Mountain Community Facilities District, in cooperation with the Town of Fountain Hills endeavors to make all public meetings accessible to
persons with disabilities. Please call 480-816-5100 voice or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable
accommodation to participate in this meeting. Supporting documentation and staff reports furnished with this agenda are available for review in the
Clerk’s office and on the Town’s website [www.fh.az.gov].
z:\council packets\2015\r150507\emcfd\150507emcfda.doc Last printed 4/28/2015 5:53 PM
NOTICE OF SPECIAL SESSION OF THE
EAGLE MOUNTAIN COMMUNITY
FACILITIES DISTRICT BOARD
WHEN: THURSDAY, MAY 7, 2015
TIME: 6:25 P.M.
WHERE: TOWN OF FOUNTAIN HILLS - COUNCIL CHAMBERS
16705 EAST AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ
Pursuant to A.R.S. §38-431.02, notice is hereby given to the Directors of the District Board of the Eagle Mountain Community
Facilities District and to the general public that the District Board of the Eagle Mountain Community Facilities District will hold a
special session open to the public, which will begin immediately prior to the May 7, 2015, Cottonwoods Maintenance District Board
Meeting and Fountain Hills Town Council meeting.
Members of the Eagle Mountain Community Facilities District Board will attend either in person or by telephone conference call; a
quorum of the Town’s various Commissions or Boards may be in attendance at the Board meeting.
“Notice is hereby given that pursuant to A.R.S. §1 -602.A.9, subject to certain specified statutory exceptions, parents have a right to
consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the District
Board are audio and/or video recorded, and, as a result, proceedings in which children are present may be subject to such recording.
Parents in order to exercise their rights may either file written consent with the District Clerk to such recording, or take personal action
to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made,
the District Board will assume that the rights afforded parents pursuant to A.R.S. §1-602.A.9 have been waived.”
AGENDA
CALL TO ORDER AND ROLL CALL. – District Board Chair Linda M. Kavanagh
CALL TO THE PUBLIC.
Pursuant to A.R.S. §38-431-01(G), public comment is permitted (not required) on matters not listed on the agenda. Any such
comment (i) must be within the jurisdiction of the Directors is subject to reasonable time, place and manner restrictions. The
Directors will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly
noticed for discussion and legal action. At the conclusion of the “Call to the Public”, individual Directors may (i) respond to
criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future agenda.
1. CONSIDERATION of approving the Eagle Mountain Community Facilities District Board MEETING
MINUTES of June 19, 2014.
2. PUBLIC HEARING regarding RESOLUTION EMCFD 2015-01, approving the Tentative Budget of
the District for the Fiscal Year beginning July 1, 2015, and ending June 30, 2016, setting a hearing date
for the budget and annual assessments.
3. CONSIDERATION of RESOLUTION EMCFD 2015-01, approving the Tentative Budget of the
District for the Fiscal Year beginning July 1, 2015, and ending June 30, 2016, setting a hearing date for
the budget and annual assessments.
4. CONSIDERATION of RESOLUTION EMCFD 2015-04, authorizing the issuance and sale of Eagle
Mountain Community Facilities District General Obligation Refunding Bonds, Series 2015; delegating
the authority to approve certain matters with respect to the bonds and the bonds being refunded;
providing for the annual levy of a tax for the payment of the bonds; approving the form of the bonds and
certain documents and authorizing completion, execution and delivery thereof; and ratifying all actions
taken or to be taken to further this resolution.
5. ADJOURNMENT.
DATED this 30th day of April, 2015.
Bevelyn J. Bender, District Clerk
The Eagle Mountain Community Facilities District, in cooperation with the Town of Fountain Hills endeavors to make all public meetings accessible to
persons with disabilities. Please call 480-816-5100 voice or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable
accommodation to participate in this meeting. Supporting documentation and staff reports furnished with this agenda are available for review in the
Clerk’s office and on the Town’s website [www.fh.az.gov].
2373608.3
RESOLUTION EMCFD 2015-01
A RESOLUTION OF THE EAGLE MOUNTAIN COMMUNITY FACILITIES
DISTRICT BOARD, MARICOPA COUNTY, ARIZONA, APPROVING THE
TENTATIVE BUDGET OF THE DISTRICT FOR THE FISCAL YEAR
BEGINNING JULY 1, 2015 AND ENDING JUNE 30, 2016, A ND SETTING A
HEARING DATE FOR THE BUDGET.
BE IT RESOLVED by the Board of Directors of the Eagle Mountain Community
Facilities District, Maricopa County, Arizona, as follows:
SECTION 1. The statements and schedules attached hereto as Exhibit A and
incorporated herein by this reference are hereby approved for the purpose as hereinafter set forth
as the tentative budget for the Eagle Mountain Community Facilities District (the “District”) for
the fiscal year 2015-16. The statements and estimates of the operation and maintenance expenses
of the District and the amount needed to pay general obligation bonds of the District
(collectively, the “District Expenditures'”), which are to be paid from ad valorem taxes collected
in the District, are hereby filed with the District Clerk.
SECTION 2. The District Clerk is hereby authorized and directed to cause to be (i)
mailed to the governing body of the Town of Fountain Hills and (ii) published in the manner
prescribed by law, a notice in substantially the form attached hereto as Exhibit A, that the
District Board will meet for the purpose of conducting a final hearing for District taxpayers on
the statements and estimates of District Expenditures filed with the District Clerk and on the
adoption of the 2015-16 Annual Budget for the District; said hearing to be conducted on June 4,
2015, at the hour of 6:25 p.m. in the District offices (the Council Chambers at Fountain Hills
Town Hall), 16705 E. Avenue of the Fountains, Fountain Hills, Arizona, 85268. At the
conclusion of the hearing, the District Board shall pass upon any objections and shall adopt the
Final Budget for the District; final approval of the Tax Levy for the District shall follow on June
18, 2015, at the same time and place.
PASSED AND ADOPTED by the Chairm an and Board of the Eagle Mounta in
Community Facilities District, Maricopa Co unty, Ari zona, on Ma y 7, 20 15 .
Linda M. Kavanagh, District Chairperson
ATTEST:
Bevelyn J. Bender, District Clerk
APPROVED AS TO FORM:
Andrew J. McGuire, District Counsel
2373608.3
EXHIBIT A
TO
RESOLUTION EMCFD 2015-01
[Notice/Tentative Budget]
See following page.
2373608.3
NOTICE
The taxpayers of the Eagle Mountain Community Facilities District are hereby notified that the
Board of Directors will hold a public meeting on June 4, 2015 at 6:25 p.m. at the District
offices located at 16705 E. Avenue of the Fountains, Fountain Hills, Arizona (the Council
Chambers at Fountain Hills Town Hall), when and where any taxpayers of the District will be
heard in favor of, or against, any of the proposed expenditures for the Eagle Mountain
Community Facilities District, after which the foregoing estimates, as modified or as now
existing, will be adopted by the Board as the basis for the 2015/2016 budget. Taxpayers may
file written objections at any time prior to the hearing, and the Board of Directors shall hear
and pass upon any objections at the hearing.
Copies of the tentative 2015/2016 District budget may be viewed prior to the June 4, 2015
meeting at the District Clerk’s office, the Town of Fountain Hills website, and the Fountain
Hills branch of the Maricopa County Library.
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT
PROPOSED BUDGET
FISCAL YEAR 2015-2016
For the Year Ended
Revenues June 30, 2016
Tax Levy at $1.6033 per $100 Secondary Assessed Valuation $426,447
Interest Earnings 9
TOTAL $426,456
Expenses
Annual Debt Service Payment on Refunded Bonds $418,088
Administrative Costs 3,335
TOTAL $421,420
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RESOLUTION EMCFD 2015-04
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF EAGLE MOUNTAIN
COMMUNITY FACILITIES DISTRICT GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2015; DELEGATING THE AUTHORITY TO APPROVE CERTAIN
MATTERS WITH RESPECT TO THE BONDS AND THE BONDS BEING REFUNDED;
PROVIDING FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE
BONDS; APPROVING THE FORM OF THE BONDS AND CERTAIN DOCUMENTS
AND AUTHORIZING COMPLETION, EXECUTION AND DELIVERY THEREOF;
AND RATIFYING ALL ACTIONS TAKEN OR TO BE TAKEN TO FURTHER THIS
RESOLUTION.
WHEREAS, Eagle Mountain Community Facilities District (the "District") has
issued its General Obligation Refunding Bonds, Series 2005 (the "Prior Bonds"), and the Board
of Directors of the District (the "Board") has decided to provide for the refunding and
redemption of some or all of the outstanding Prior Bonds prior to their respective maturity dates
pursuant to Title 48, Chapter 4, Article 6, Arizona Revised Statutes, as amended (the "Enabling
Act"); and
WHEREAS, the Board has determined that it is expedient to refund some or all
of the Prior Bonds (the "Bonds Being Refunded") and that the issuance of refunding bonds and
the application of the net proceeds thereof together with a cash contribution from the District to
pay at maturity or call for redemption the Bonds Being Refunded are necessary and advisable
and are in the best interests of the District because the proposed refunding bonds can be sold to
effect a lower tax burden for the District's taxpayers; and
WHEREAS, the District intends to issue general obligation refunding bonds in
the aggregate principal amount of not to exceed $2,500,000 (the "Bonds") for the purpose of
refunding the Bonds Being Refunded and paying the costs of issuance of the Bonds; and
WHEREAS, in accordance with applicable law, the total aggregate of taxes
levied to pay principal of and interest on the Bonds shall not exceed the total aggregate principal
and interest to become due on the Bonds Being Refunded, calculated from the date of issuance of
such Bonds to the final maturity date of the Bonds Being Refunded; and
WHEREAS, the Board intends to sell the Bonds through a direct purchase and
will receive a proposal for the purchase of the Bonds from one or more financial institutions and
the District Treasurer may award the Bonds for purchase to one or more financial institutions
(the "Purchaser") on such terms as may hereafter be approved by the Chair, any member of the
Board, District Manager or District Treasurer and recommended by Wedbush Securities Inc., the
District's financial consultant (the "Financial Consultant"); and
WHEREAS, by this resolution the Board will approve a Direct Purchase
Agreement in substantially the form now on file and order the Direct Purchase Agreement to be
completed with the final terms of the Bonds and entered into between the District and the
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Purchaser when the final terms have been determined for the sale of the Bonds to the Purchaser
(as completed, the "Direct Purchase Agreement"); and
WHEREAS, the Purchaser will execute an investor letter in the form and
substance satisfactory to the District Manager and the District Treasurer; and
WHEREAS, within and by the parameters set forth in this resolution, the Board
will authorize the execution, issuance and sale of the Bonds and their delivery to the Purchaser in
accordance with the Direct Purchase Agreement and at such prices, interest rates, maturities and
redemption features as may be hereafter determined;
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BOARD
OF EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT, AS FOLLOWS:
Section 1. Authorization. The Board hereby authorizes the Bonds to be
issued and sold in the aggregate principal amount of not to exceed $2,500,000. The Bonds shall
be issued and sold in accordance with the provisions of this resolution and delivered against
payment therefor by the Purchaser. The Bonds so authorized shall be designated "Eagle
Mountain Community Facilities District General Obligation Refunding Bonds, Series 2015".
The Bonds shall be issued for the purpose of providing funds to be used to refund the Bonds
Being Refunded together with a District cash contribution and to pay the costs of issuance of the
Bonds. The Board finds and determines that it is expedient, necessary and advisable that the
District refund some or all of its outstanding bonded debt to lower the aggregate tax burden for
the District's taxpayers. The Board hereby requires that the present value of the debt service
savings, net of all costs associated with the Bonds shall be not less than 3.00% of the principal
amount of the callable Bonds Being Refunded.
Section 2. Terms.
A. Bonds. The Bonds will be dated such date as set forth in the Direct
Purchase Agreement, will mature on July 1 in some or all of the years 2016 to 2021, inclusive,
and will bear interest from their date to the maturity or earlier redemption date of each of the
Bonds provided that the bond yield, calculated in the manner bond yield is determined for
arbitrage rebate purposes pursuant to United States Treasury Regulations, shall not exceed
2.10%.
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 shall be as set forth in the Direct Purchase Agreement and approved by the Chair, any
member of the Board, or the District Manager, and such approval shall be evidenced by the
execution and delivery of the Direct Purchase Agreement. The Bonds shall be issued initially in
fully registered form in authorized denominations of $100,000 and integral multiples of $5,000
in excess thereof in the case of Bonds owned by SMMPs or Qualified Investors, each as defined
below; provided, however, that "Authorized Denominations" shall mean $5,000 and integral
multiples thereof: (i) if the Bonds have been redeemed pursuant to the terms of this resolution,
(ii) in conjunction with any mandatory sinking fund redemption of the Bonds pursuant to the
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Direct Purchase Agreement, or (iii) if any maturity is in an amount less than $100,000. If the
book-entry system is discontinued, the Bonds will continue to be in Authorized Denominations.
Interest on the Bonds shall be payable semiannually on each January 1 and July 1 (each an
"Interest Payment Date") during the term of the Bonds, commencing January 1, 2016 (or on a
later date as set forth in the Direct Purchase Agreement). The Bonds shall have such additional
terms and provisions as are set forth in (a) the Request for Bids for the purchase of the Bonds
(the "RFB"), substantially in the form attached hereto as Exhibit A, (b) the form of Bond attached
hereto as Exhibit B, each of which Exhibits are incorporated herein by reference and (c) the
Direct Purchase Agreement, and the Bonds shall be sold under the terms and conditions set forth
therein, respectively.
B. Book-Entry System. The Bonds may be administered under the book-
entry system, and so long as the Bonds are administered under the book-entry system described
herein, interest payments and principal payments that are part of periodic principal and interest
payments shall be paid to Cede & Co. or its registered assigns in same-day funds no later than
the time established by The Depository Trust Company ("DTC") on each interest or principal
payment date (or in accordance with then-existing arrangements between the District and DTC).
The District is hereby authorized to enter into an agreement (the "Letter of Representations")
with DTC in connection with the issuance of the Bonds, and while the Letter of Representations
is in effect, the procedures established therein shall apply to the Bonds.
C. Registration. The Bonds may be registered in the name of the Purchaser
or in the book-entry system described herein. If the book-entry system is discontinued, the
Registrar's registration books shall show the registered owners of the Bonds (collectively, the
owner or owners of the Bonds as shown on the Registrar's registration books shall be referred to
as "Owner" or "Owners"). While the Bonds are subject to the book-entry system, the Bonds
shall be registered in the name of Cede & Co., or its registered assigns. If the book-entry system
is discontinued, the Bonds will be administered by the Registrar in a manner which assures
against double issuance and provides a system of transfer of ownership on the books of the
Registrar in the manner set forth in the Bonds.
D. Payment. If the Bonds are registered in the name of the Purchaser, or if
the book-entry system is discontinued, interest on the Bonds will be payable on each Interest
Payment Date by the Paying Agent by check mailed to the Owner thereof at such 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 such term is defined in Section 10 of this
resolution).
If the Bonds are registered in the name of the Purchaser, or if the book-entry
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 twenty (20) days prior to an interest payment date by an 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 Owner.
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Notwithstanding any other provision of this resolution, payment of principal of
and interest on any Bond that is held by a securities depository or Bonds subject to a book-entry
system may be paid by the Paying Agent by wire transfer in "same day funds".
E. Restrictions on Transfer. The Bonds may not be transferred unless (i) in
Authorized Denominations, (ii) any transferee is a Sophisticated Municipal or Qualified Investor
Market Professional, and (iii) any transferee that provides the Registrar, as defined below, with a
completed Certificate of Sophisticated Municipal Market Professional or Certificate of Qualified
Investor, as the case may be, each in the form attached hereto as Exhibit C and Exhibit D,
respectively, and each of which is incorporated herein by reference. For the purposes of the Bonds,
"Sophisticated Municipal Market Professional" or "SMMP" as defined by the Municipal Securities
Rulemaking Board (the "MSRB") and without limiting the definition used by the MSRB, generally
means a corporation, partnership, trust or other institution, other than a natural person, with total
assets of at least $100 million invested in municipal securities in the aggregate in its portfolio and/or
under management and whom the broker dealer who is involved in the sale of the Bonds or
beneficial interest therein has reasonable grounds to believe: (i) has timely access to publicly
available material facts pertaining to the Bonds, (ii) is capable of independently evaluating the
investment risk and market value of the Bonds, (iii) is making independent decisions about its
ownership of the Bonds and (iv) and who executes the Certificate of Sophisticated Municipal
Market Professional set forth in Exhibit C attached hereto. For the purposes of the Bonds,
"Qualified Investor" 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 of Regulation D of the United States Securities Exchange Commission, who
executes the Certificate of Qualified Investor set forth in Exhibit D attached hereto.
Section 3. Prior Redemption.
A. Optional Redemption. The Bonds may be subject to redemption as set
forth in the Direct Purchase Agreement.
B. Mandatory Redemption. The Bonds may be subject to mandatory
redemption as set forth in the Direct Purchase Agreement.
Whenever Bonds subject to mandatory redemption are purchased, redeemed
(other than pursuant to mandatory redemption) or delivered by the District to the Registrar for
cancellation, the principal amount of the Bonds so retired shall satisfy and be credited against the
mandatory redemption requirements for such Bonds for such years as the District may direct.
C. Notice of Redemption. So long as the Bonds are registered in the name of
the Purchaser, notices of redemption will be sent only to the Purchaser by the method required
by the Purchaser. So long as the Bonds are held under the book-entry system, notices of
redemption will be sent only to DTC by the method required by DTC. If the book-entry system
is discontinued, notice of redemption of any Bond will be mailed by first class mail, postage
prepaid, to the Owner thereof at the address shown on the books of the Registrar not more than
sixty (60) nor less than thirty (30) days prior to the date set for redemption. Notice of redemption
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may be given to any securities depository by mail, facsimile, wire or other generally accepted
electronic means of transmission of such notices. Failure to properly give notice of redemption
shall not affect the redemption of any Bond for which notice was properly given. The Registrar
shall also send notice of redemption to the MSRB, currently through the Electronic Municipal
Market Access System, by the method required by the MSRB, but no defect in said further notice
or record nor any failure to give all or any 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.
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 Paying Agent,
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 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
under the book-entry system, any Bond which is to be redeemed only in part shall be surrendered
at the designated corporate trust office of the Paying Agent, and the District shall execute and the
Paying Agent shall authenticate and deliver to the Owner of such Bond, without service charge, a
new Bond or Bonds of the same stated maturity and of any authorized denomination or
denominations as requested by such Owner in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
Section 4. Security. For the purpose of paying the principal and premium (if
any) of, interest on and costs of administration of the registration and payment of the Bonds,
there shall be levied on all the taxable property in the District a continuing, direct, annual, ad
valorem tax sufficient to pay all such principal, interest and administration costs of and on the
Bonds as the same becomes due, such taxes to be levied, assessed and collected at the same time
and in the same manner as other taxes are levied, assessed and collected. Taxes levied with
respect to the payment of principal of and interest on the Bonds shall be limited as follows: the
total aggregate of taxes levied to pay principal of and interest on the Bonds in the aggregate shall
not exceed the total aggregate principal and interest to become due on the Bonds Being
Refunded, calculated from the date of issuance of the Bonds to the final maturity date of the
Bonds Being Refunded; and further, if the trust created to pay principal of, premium, if any, and
interest on the Bonds Being Refunded is insufficient to make such payments when due, any taxes
levied to pay principal of and interest on the Bonds shall first be applied to the payments of
amounts due on the Bonds Being Refunded. The proceeds of the taxes shall be kept in a special
fund of the District entitled the "Debt Service Fund" and shall be used only for the payment of
principal, interest, premium, if any, or costs as above-stated.
Upon the creation of the trust for payment of the Bonds Being Refunded, all
moneys collected thereafter during the current fiscal year which would otherwise have been
credited to the Bond Funds, as established pursuant to the proceedings authorizing the issuance
of the Bonds Being Refunded, shall be credited to the Debt Service Fund.
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Section 5. Use of Proceeds. Upon the delivery of and payment for the Bonds
in accordance with the terms of their sale, the net proceeds from the sale of the Bonds, after
payment of the costs and expenses of issuance, shall be deposited with the District, and the
District shall deposit such funds, together with certain funds of the District required to pay the
Bonds Being Refunded, with Wells Fargo Bank, N.A., as bond registrar and paying agent for the
Prior Bonds to be held in trust for the benefit of the holders of the Bonds Being Refunded and
which shall be used to pay, when due, principal of and interest on the Bonds Being Refunded at
maturity or prior redemption as provided herein.
Any balance of the net proceeds of the Bonds remaining after payment of the
Bonds Being Refunded shall be transferred to the District's Debt Service Fund.
Section 6. Form of Bonds. The Bonds shall be in substantially the form of
Exhibit B 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
Direct Purchase Agreement and are approved by those officers executing the Bonds; execution
thereof by such officers shall constitute conclusive evidence of such approval. If the book-entry
system is discontinued, the Bonds shall be reissued in forms and Authorized Denominations that
accommodate the requirements of non-book-entry bonds.
The Bonds may have notations, legends or endorsements required by law,
securities exchange rule or usage. Each Bond shall show both the date of the issue and the date
of such Bond's authentication and registration.
Section 7. Execution of Bonds.
A. Bonds. The Bonds shall be executed for and on behalf of the District by
the Chair and attested by the Clerk of the Board and countersigned by the District Treasurer by
their manual or facsimile signatures. If an officer whose signature is on a Bond no longer holds
that office at the time the Bond is authenticated and registered, such Bond shall nevertheless be
valid.
No Bond shall be valid or binding until authenticated by the manual signature of
an authorized representative of the Registrar. The signature of the authorized representative of
the Registrar shall be conclusive evidence that such Bond has been authenticated and issued
pursuant to this resolution.
B. In the event any officer of the Board or 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 officer for the purpose of discharging such obligation or duty.
Section 8. Mutilated, Lost or Destroyed Bonds. In case any Bond becomes
mutilated or destroyed or lost, the Registrar 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 the mutilated
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Bond or in lieu of and in substitution for the Bond destroyed or lost, upon the Owner's paying the
reasonable expenses and charges of the District in connection therewith and, in the case of the
Bond destroyed or lost, filing with the Registrar and the District Treasurer of evidence
satisfactory to the Registrar and the District Treasurer that such Bond was destroyed or lost, and
furnishing the Registrar and the District Treasurer with a sufficient indemnity bond pursuant to
Section 47-8405, Arizona Revised Statutes.
Section 9. Acceptance of Proposal; Sale of Bonds; Direct Purchase
Agreement Approval. The proposal of the financial institution submitting the bid with the
lowest true interest cost for the Bonds in conformance with the RFB will be awarded the Bonds
by the District Treasurer. Such proposal as supplemented by final terms that are within the
parameters set by this resolution is hereby accepted. The Purchaser and the District will enter
into the Direct Purchase Agreement regarding the purchase of the Bonds and incorporating the
Purchaser's bid information in substantially the form submitted to this Board at the meeting at
which this resolution was adopted and on file with the District, which form is hereby approved.
When the final terms of the Bonds are known, the Direct Purchase Agreement shall be finalized.
The Chair, any member of the Board, the District Manager or the District Treasurer are
authorized and directed to cause the Direct Purchase Agreement to be completed and executed,
including the price at which the Bonds are sold and provisions for original issue premium or
original issue discount with respect thereto, and with such other necessary and appropriate
omissions, insertions and variations as are permitted or required hereby; provided, however, that
the parameters of this resolution shall govern the Direct Purchase Agreement and none of the
District Treasurer, the District Manager, the Chair or any member of the Board are authorized to
insert in the Direct Purchase Agreement any terms or conditions contrary to this resolution. The
execution and delivery of the Direct Purchase Agreement by any District officer authorized
hereby shall be conclusive evidence of approval of such final terms and provisions. Upon the
proper completion, execution and delivery of the Direct Purchase Agreement, the Bonds are
ordered sold to the Purchaser pursuant to the Direct Purchase Agreement.
The District Treasurer is hereby authorized and directed to cause the Bonds to be
delivered to or upon the order of the Purchaser upon receipt of payment therefor and satisfaction
of the other conditions for delivery thereof in accordance with the terms of the Direct Purchase
Agreement. Any other provision of this resolution to the contrary notwithstanding, the Bonds
shall not be sold for less than par and no premium on the Bonds shall exceed the net premium
permitted by Section 35-473.01, Arizona Revised Statutes.
Section 10. Registrar and Paying Agent. The District will maintain an office
or agency where the Owners of the Bonds will be recorded in the registration books and the
Bonds may be presented for registration or transfer (such entity performing such function shall
be the "Registrar") and an office or agency where Bonds may be presented for payment (such
entity performing such function shall be the "Paying Agent"). Bonds shall be paid by the Paying
Agent in accordance with Section 2(D) of this resolution. The District may appoint one or more
co-Registrars or one or more additional Paying Agents. The Registrar and Paying Agent may
make reasonable rules and set reasonable requirements for their respective functions with respect
to the Owners of the Bonds.
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Initially, the District Treasurer is appointed to act as Registrar and Paying Agent
with respect to the Bonds. The District may change the Registrar or Paying Agent without notice
to or consent of Owners of the Bonds and the District may act in any such capacity.
Each Paying Agent shall be required to agree in writing that the Paying Agent will
hold in trust for the benefit of the 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.
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.
The Registrar shall keep a separate register for the Bonds. The register shall show
the 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.
The "Record Date" for the Bonds shall be the close of business on the first (1st)
day of the calendar month of an Interest Payment Date or principal payment date, as applicable.
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
Owners shown on the books of the Registrar as of the close of business on the respective 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 fifteen (15)
days before a selection of Bonds to be redeemed; if the transfer of any Bond which has been
called or selected for call for redemption in whole or in part is registered, any notice of
redemption which 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 Owner at the close of business of the Registrar on
the Record Date as if such transfer or exchange had not occurred.
The Registrar shall authenticate Bonds for original issue in the aggregate principal
amount of not to exceed $2,500,000. 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.
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Section 11. Other Actions Necessary. The Chair (or any other member of
the District Board in the event the Chair is absent or unable to take the desired action), the
District Manager, the District Clerk, the District Treasurer and the officers of the District shall
take all action necessary or reasonably required to carry out, give effect to and consummate the
transactions contemplated by this resolution and the other documents described herein, including
without limitation, the execution and delivery of the closing and other documents required to be
delivered in connection with the sale and delivery of the Bonds.
Section 12. Tax Levy.
A. For each year while any Bond is outstanding, and subject to the limitations
set forth in Section 4 above, 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 and pursuant to this
resolution, to pay Debt Service, as defined below, when due.
B. Moneys derived from the levy of the tax provided for in this Section when
collected and allocated to the Bonds constitute funds to pay principal, premium, if any, and
interest due on the Bonds (collectively, "Debt Service") and shall be deposited in a special fund
for the Bonds and shall be kept separately from other funds of the District as set forth in Section
4 hereof.
C. The Board shall make annual statements and estimates of the amount to be
raised to pay Debt Service on the Bonds. The Board shall file the annual statements and
estimates with the Clerk of the Town of Fountain Hills, Arizona (the "Town") 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 Town, 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. 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 13. No Obligation of Town. Nothing contained in this resolution, the
documents authorized pursuant to Sections 7 and 9 hereof or any other instrument shall be
construed as obligating the Town or as incurring a charge upon the general credit of the Town
nor shall the breach of any agreement contained herein, in the documents authorized pursuant to
Sections 7 and 9 hereof or any other instrument or documents executed in connection therewith
impose any charge upon the general credit of the Town.
Section 14. Resolution a Contract. This resolution shall constitute a contract
between the District and the Owners of the Bonds and shall not be repealed or amended in any
manner which would impair, impede or lessen the rights of the Owners of the Bonds then
outstanding. The performance by the Board of the obligations in this resolution, the Bonds and
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the Direct Purchase Agreement is hereby authorized, approved and it is ordered and directed to
execute, deliver and perform such agreements.
Section 15. Ratification of Actions. All actions of the officers and agents of
the District which conform to the purposes and intent of this resolution and which 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.
This Board hereby acknowledges Gust Rosenfeld P.L.C.'s representation of the
Purchaser 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 16. Tax Covenants. In consideration of the purchase and acceptance
of the Bonds by the Owners thereof and, as authorized by Arizona Revised Statutes, 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
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.
The Chair or any member of the Board, the District Manager or District Treasurer
is 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 Gust Rosenfeld P.L.C., bond
counsel to the District ("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 Internal Revenue Code of 1986, as amended (the "Code").
The Board further authorizes the employment of such experts and consultants to
make, as necessary, any calculations in respect of rebates to be made to the United States of
America in accordance with Section 148(f) of the Code. The Chair, any member of the Board,
the District Manager or District Treasurer are 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.
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
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by Bond Counsel; to pay 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.
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 17. 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 hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code. 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) which shall be issued for or by the District in the
current calendar year shall not exceed $10,000,000.
Section 18. Other Moneys. The District Treasurer is authorized and directed
to transfer such amounts of money from the District's Bond Funds as are or may be necessary to
complete the refunding of the Bonds Being Refunded.
Section 19. Bond Insurance or Credit Enhancement. The District Manager
or the District Treasurer is hereby authorized to expend or cause to be expended Bond proceeds
to purchase bond insurance or other credit enhancements for the Bonds if it is determined by
either of them to be in the District's best interest.
Section 20. 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.
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PASSED, ADOPTED AND APPROVED by the Governing Board of Eagle
Mountain Community Facilities District on May 7, 2015.
_________________________________________
Chair
ATTEST:
_______________________________________
Clerk
APPROVED AS TO FORM:
_______________________________________
Bond Counsel
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CERTIFICATE
I hereby certify that the above and foregoing resolution was duly passed by the
Board of Directors of the Eagle Mountain Community Facilities District at a regular meeting
held on May 7, 2015, and that a quorum was present thereat and that the vote thereon was _____
ayes and _____ nays; _____ did not vote or were absent.
__________________________________
Clerk
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EXHIBIT A
(RFB)
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EXHIBIT B
(Form of Bond)
Number: R-_____ Denomination: ___________
[UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE REGISTRAR (OR ANY SUCCESSOR
REGISTRAR) 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.]
BENEFICIAL OWNERSHIP INTERESTS IN THE HEREINAFTER DESCRIBED BOND IS ONLY TRANSFERABLE
IN AUTHORIZED DENOMINATIONS OF A PRINCIPAL AMOUNT OF $100,000 OR MORE (1) IN CONNECTION
WITH A SALE TO OR THROUGH A BROKER/DEALER PURSUANT TO THE RULES AND REGULATIONS
APPLICABLE TO SALES TO "SOPHISTICATED MUNICIPAL MARKET PROFESSIONALS" OR (2) IN
CONNECTION WITH A SALE OR TRANSFER TO A QUALIFIED INVESTOR UPON RECEIPT BY THE
DISTRICT'S PAYING AGENT OF A "CERTIFICATE OF SOPHISTICATED MUNICIPAL MARKET
PROFESSIONAL" OR A "CERTIFICATE OF QUALIFIED INVESTOR" IN THE FORM INCLUDED IN THIS
BOND.
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2015
Interest Maturity Original
Rate Date Dated Date CUSIP
____% July 1, 20__ ________ __, 2015 ________ ___
Registered Owner: [Cede & Co.]
Principal Amount: ________________ AND NO/100 DOLLARS ($__________)
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT, a community
facilities district formed by the Town of Fountain Hills, 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.
[INSERT CALL FEATURE HERE, IF APPLICABLE]
Interest is payable on January 1 and July 1 of each year commencing _________ 1, 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 twelve (12) months of thirty (30) days each.
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Principal of and interest 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 in accordance
with existing arrangements between the District and DTC.] The "Record Date" for the bonds shall be the
first (1st) day of the calendar month of an interest payment date or principal payment date, as applicable.
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, as limited as described
herein.
This bond is one of an issue of general obligation refunding bonds in the aggregate
principal amount of $___________ of like tenor except as to amount, maturity date, redemption
provisions, interest rate and number, issued by the District to provide funds to refund certain previously
issued and outstanding bonds of the District, pursuant to a resolution of the Governing Board 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 refunding 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; provided, however, that the total
aggregate of taxes levied to pay principal and interest on the issue of bonds of which this bond is one, in the
aggregate shall not exceed the total aggregate principal and interest to become due on the bonds being
refunded from the date of issuance of the issue of bonds of which this bond is a part to the final date of
maturity of the bonds being refunded; and subject, further, to the rights vested in the owners of the bonds
being refunded by the bonds of this issue to the payment of such bonds being refunded from the same tax
source in the event of a deficiency in the moneys and obligations issued by or guaranteed by the United
States of America purchased from the proceeds of the sale of the bonds of this issue and placed in trust for
the purpose of providing for payment of principal of and interest on the bonds being refunded. The owner of
this bond must rely on the sufficiency of the moneys and obligations placed irrevocably in trust for payment
of the bonds being refunded.
Neither the full faith and credit nor the general taxing power of the Town of Fountain Hills,
Arizona, or 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 system is in effect, this bond is non-transferable. If the book-
entry 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, which on the original issue date is the
[District Treasurer], upon surrender and cancellation of this bond. Bonds of this issue will be issued only
in fully registered form in authorized denominations of $100,000 and integral multiples of $5,000 in
excess thereof; provided, however, that "Authorized Denominations" shall mean $5,000 and integral
multiples thereof: (i) if the Bonds have been redeemed pursuant to the terms of this Resolution, (ii) in
conjunction with any mandatory sinking fund redemption of the Bonds pursuant to the Direct Purchase
Agreement, or (iii) if any maturity is in an amount less than $100,000.
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The registrar or paying agent may be changed by the District without notice.
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.
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 sophisticated municipal market investor or certificate of qualified investor, as the case may
be, in the form included in this Bond.
The District has caused this bond to be executed by the Chair, attested by the Clerk of the
Board of Directors, and countersigned by the District Treasurer which signatures may be 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.
EAGLE MOUNTAIN COMMUNITY
FACILITIES DISTRICT
_________________________________________
Chair, Board of Directors
ATTEST:
______________________________
District Clerk
COUNTERSIGNED:
_______________________________
District Treasurer
DATE OF AUTHENTICATION AND REGISTRATION: _______________
AUTHENTICATION CERTIFICATE
This bond is one of the Eagle Mountain Community Facilities District General Obligation
Refunding Bonds, Series 2015, described in the Resolution mentioned herein.
[DISTRICT TREASURER OF THE EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT,] as
Registrar
________________________________________
Authorized Representative
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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 (Cust) (Minor)
JT TEN-as joint tenants with right of under Uniform Gifts/Transfers to Minors Act______________
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 must
Signature guarantee should be made by a guarantor correspond with the name(s) of the registered owner(s)
institution participating in the Securities Transfer appearing on the face of the within Bond in every particular.
Agents Medallion Program or in such other
guarantee program acceptable to the Registrar.
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C-1
EXHIBIT C
(Form of Certificate of Sophisticated Municipal Market Professional)
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT
of Fountain Hills, Arizona
, as Registrar
Re: Eagle Mountain Community Facilities District
General Obligation Refunding Bonds, Series 2015
1. Please be advised that the undersigned is a Sophisticated Municipal Market
Professional (as hereinafter defined) and is purchasing, either directly or as beneficial owner in case the
bonds are held by a securities depository, one of the captioned bonds (hereinafter referred to as the
"Bonds"), such Bond, or beneficial interest therein, being in the original aggregate principal amount of
$_________, bearing the number ____________. Such purchase is solely for the account of the
undersigned, for the purpose of investment and not with an intent for or view to distribution or resale.
2. In the event that the undersigned transfers such Bond or any part thereof, the
undersigned shall comply with all provisions of the Resolution of the Eagle Mountain Community
Facilities District (the "District") authorizing the issuance of the Bonds, adopted on ________, 2015 (the
"Bond Resolution"). The undersigned understands that, unless the transfer restrictions terminate pursuant
to the Bond Resolution, a transferee shall be a Qualified Investor (qualified institutional buyer, as such
term is defined in Rule 144A of the Securities Act of 1933, as amended, or an accredited investor (other
than a natural person) as defined in Rule 501 of the Regulation D of the United States Securities and
Exchange Commission) or a Sophisticated Municipal Market Professional, and must sign a letter in the
form of this letter and provide such letter to the Bond Registrar before any transfer of any Bond to such
transferee will be registered.
3. The undersigned acknowledges that it is a Sophisticated Municipal Market
Professional (as defined by the Municipal Securities Rulemaking Board) in that it is a corporation,
partnership, trust or other institution, other than a natural person, with total assets of at least $100 million
invested in municipal securities in the aggregate in its portfolio and/or under management and whom: (i)
has timely access to publicly available material facts pertaining to the Bonds, (ii) is capable of
independently evaluating the investment risk and market value of the Bonds, and (iii) is making
independent decisions about its ownership of the Bonds.
4. The undersigned understands that: (i) the Bond Resolution and the Bonds are not
being registered under the Securities Act of 1933, as amended, in reliance upon certain exemptions set
forth in the Act, (ii) the Bond Resolution and the Bonds 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 Bonds must comply with federal and state securities laws, (iv) any sale or transfer of the Bonds, or
interests therein, must be to Sophisticated Municipal Market Professionals or Qualified Investors, (v) the
Bonds will not be listed on any stock or other securities exchange, (vi) the Bonds will not carry any bond
rating from any rating service, and (vii) the Bonds are not likely to be readily marketable.
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C-2
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, and agrees
to hold the District and the Town of Fountain Hills, Arizona (hereinafter referred to as the "Town"),
harmless for, from and against any and all liabilities claims, damages or losses resulting directly or
indirectly from such 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 investment
decision and after such evaluation, the undersigned understood and knew that investment in the Bonds
involved certain risks, including but not limited to, limited security and source for payment of the Bonds,
the status of development and its impact on taxation for payment of the Bonds, the possible transfer of
land by the owners of land in the District, failure or inability of owners to complete proposed
development of such land, bankruptcy and foreclosure delays and the probable lack of any secondary
market for the Bonds. The undersigned acknowledges that it is experienced in transactions such as those
relating to the Bonds and that the undersigned is knowledgeable and fully capable of independent
evaluation of the risks involved in investing in the Bonds. The undersigned is not relying on the District
or the Town in making its decision to purchase the Bonds and agrees that the Town is not obligated in any
manner for the issuance or payment of the Bonds.
7. The undersigned acknowledges that the District, Town and the respective
officers, directors, council members, advisors, employees and agents of either of the foregoing have not
undertaken to furnish, nor has the undersigned requested, any information or 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 Bonds.
____________________________________________
(PURCHASER)
By_________________________________________
Printed Name:
Title:
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D-1
EXHIBIT D
(Form of Certificate of Qualified Investor)
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT
of Fountain Hills, Arizona
, as Registrar
Re: Eagle Mountain Community Facilities District
General Obligation Refunding Bonds, Series 2015
1. Please be advised that the undersigned is a Qualified Investor (as hereinafter
defined) and is purchasing, either directly or as beneficial owner in case the bonds are held by a securities
depository, one of the captioned bonds (hereinafter referred to as the "Bonds"), such Bond, or beneficial
interest therein, being in the original aggregate principal amount of $________, bearing the number
____________. Such purchase is solely for the account of the undersigned, for the purpose of investment
and not with an intent for or view to distribution or resale.
2. In the event that the undersigned transfers such Bond or any part thereof, the
undersigned shall comply with all provisions of the Resolution of the Eagle Mountain Community
Facilities District (the "District") authorizing the issuance of the Bonds, adopted on ____________, 2015
(the "Bond Resolution"). The undersigned understands that, unless the transfer restrictions terminate
pursuant to the Bond Resolution, a transferee shall be a Qualified Investor or Sophisticated Municipal
Market Professional (as defined by the Municipal Securities Rulemaking Board), and must sign a letter in
the form of this letter and provide such letter to the Bond Registrar before any transfer of any 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, or an accredited investor (other
than a natural person) as defined in Rule 501 of Regulation D of the United States Securities and
Exchange Commission) (either of which shall constitute a "Qualified Investor").
4. The undersigned understands that: (i) the Bond Resolution and the Bonds are not
being registered under the Securities Act of 1933, as amended, in reliance upon certain exemptions set
forth in that Act, (ii) the Bond Resolution and the Bonds 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 Bonds must comply with federal and state securities laws, (iv) any sale or transfer of the
Bonds, or interests therein, must be to Sophisticated Municipal Market Professionals or Qualified
Investors, (v) the Bonds will not be listed on any stock or other securities exchange, (vi) the Bonds will
not carry any bond rating from any rating service, and (vii) the Bonds are not likely to be readily
marketable.
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, and agrees
to hold the District and the Town of Fountain Hills, Arizona (hereinafter referred to as the "Town"),
harmless for, from and against any and all liabilities claims, damages or losses resulting directly or
indirectly from such failure to comply.
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D-2
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 investment
decision and after such evaluation, the undersigned understood and knew that investment in the Bonds
involved certain risks, including but not limited to, limited security and source for payment of the Bonds,
the status of development and its impact on taxation for payment of the Bonds, the possible transfer of
land by the owners of land in the District, failure or inability of owners to complete proposed
development of such land, bankruptcy and foreclosure delays and the probable lack of any secondary
market for the Bonds. The undersigned acknowledges that it is experienced in transactions such as those
relating to the Bonds and that the undersigned is knowledgeable and fully capable of independent
evaluation of the risks involved in investing in the Bonds. The undersigned is not relying on the District
or the Town in making its decision to purchase the Bonds and agrees that the Town is not obligated in any
manner for the issuance or payment of the Bonds.
7. The undersigned acknowledges that the District, Town and the respective
officers, directors, council members, advisors, employees and agents of either of the foregoing have not
undertaken to furnish, nor has the undersigned requested, any information or 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 Bonds.
_________________________________________
[PURCHASER]
By_______________________________________
Printed Name:__________________________________
Title:_________________________________________
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$________
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT
OF FOUNTAIN HILLS,ARIZONA
GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2015
_______________________________________
DIRECT PURCHASE AGREEMENT
_______________________________________
________, 2015
District Governing Board
Eagle Mountain Community Facilities District
c/o Town of Fountain Hills, Arizona
16705 E. Avenue of the Fountain
Fountain Hills, Arizona
Attn: District Manager
Ladies and Gentlemen:
The undersigned, an authorized representative of the _____________, a _________
corporation (the “Purchaser”), acting on its own behalf and not acting as fiduciary or agent for
yo u, offers to enter into this Direct Purchase Agreement (this “Agreement”) with the Eagle
Mountain Community Facilities District (the “District”) which, upon the District’s written
acceptance of this offer, will be binding upon the District and upon the Purchaser. Terms not
otherwise defined in this Agreement shall have the same meanings set forth in the Bond
Resolution (as defined herein).
1.Purchase and Sale of the Bonds. Subject to the terms and conditions and
in reliance upon the representations, warranties and agreements set forth herein and any
certificates or other documents to be delivered to the Purchaser pursuant to this Agreement, the
Purchaser hereby agrees to purchase from the District, and the District hereby agrees to sell and
deliver to the Purchaser, all, but not less than all, of the District’s $____________aggregate
principal amount of General Obligation Refunding Bonds, Series 2015 (the “Bonds”). Inasmuch
as this purchase and sale represents a negotiated transaction, the District understands, and hereby
confirms, that the Purchaser is not acting as a fiduciary of the District, but rather is acting solely in
its capacity as purchaser for its own account. The Purchaser has been duly authorized to execute
this Agreement and to act hereunder.
The principal amount of the Bonds to be issued, the dated date therefor, the
maturities, the redemption provisions, the interest rates per annum and the prices or yields per
maturity are set forth in the Schedule attached hereto. The Bonds shall be as described in, and
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shall be issued pursuant to the provisions of, the resolution adopted by the District on _________,
2015 (the “Bond Resolution”).
The purchase price for the Bond shall be $___________(the “Purchase Price”).
The Purchase Price represents the aggregate of the par amount of the Bond of $____________,
plus [net]original issue premium of $______________.
2.Direct Purchase. The District and the Purchaser agree and determine that
the Bonds are being directly purchased by the Purchaser and are not being sold in a public
offering. The Purchaser is a Qualified Investor, which includes 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 of Regulation D of the United States
Securities and Exchange Commission (either of which constitutes a “Qualified Investor”), and
who executes the Certificate of Qualified Investor attached hereto as Exhibit B.
3.Representations, Warranties, and Covenants of the District. The
District represents,warrants and covenants to the Purchaser that:
(a)Existence and Powers. The District is a community facilities district duly
organized and validly existing pursuant to the laws of the State and has full legal right, power and
authority to (1)adopt the Bond Resolution; (2)authorize, execute, deliver and issue, as applicable,
this Agreement, the Bonds and all documents required hereunder and thereunder to be executed
and delivered by the District (collectivel y,the “District Documents”); and (3)carry out and
consummate all other transactions contemplated by the Bond Resolution, the District Documents
and the Bonds. The District has complied with all applicable provisions of law and has taken all
actions required to be taken by it in connection with the transactions contemplated by the aforesaid
documents.
(b)Due Authorization. The District has duly authorized (1) the execution,
delivery and issuance, as applicable, of and the due performance of the obligations of the District
under the Bond Resolution, District Documents and the Bonds and (2) the taking of any and all
actions as may be required on the part of the District to carry out, give effect to and consummate
the transactions contemplated by the Bond Resolution, the District Documents and the Bonds.
The District shall take any and all actions necessary or appropriate to consummate the transactions
described in the Bond Resolution, the District Documents and the Bonds.
(c)Due Execution and Delivery. The District Documents have been or shall
be, as applicable, duly executed and delivered by the District. The District Documents (when
executed and delivered by the other party or parties thereto) shall be legal, valid and binding
obligations of the District enforceable in accordance with their respective terms, subject as to
enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws in effect from time to time affecting the rights of creditors generally and to the
availability of equitable relief.
(d)Bond Resolution Valid. The Bond Resolution (1) authorizes the execution,
delivery and issuance, as applicable, of the District Documents and the Bonds and the sale of the
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3
Bonds to the Purchaser, (2)has been duly and validly adopted by the District and (3)is in full
force and effect.
(e)Officers and Officials. The officers and officials of the District executing
the Bond Resolution, the District Documents and the Bonds and the officers and officials of the
District listed on the certificate of the District to be delivered at the Closing (as hereinafter
defined) have been or will have been duly appointed and are or will be qualified to serve and
acting as such officers and officials of the District.
(f)The Bonds. The form, terms, execution, delivery and issuance of the Bonds
have been duly and validly authorized and, when authenticated by the Registrar, and delivered and
paid for by the Purchaser at the Closing in accordance with the terms of this Agreement, shall
(i)have been duly authorized, executed, delivered and issued and (ii)constitute legal, valid and
binding obligations of the District enforceable in accordance with their terms and entitled to the
benefits and security of the Bond Resolution, subject as to enforcement of remedies to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws in effect from time to time
affecting the rights of creditors generally and to the availability of equitable relief.
(g)Governmental Approvals. No approval, permit, consent, authorization or
order of any court or any governmental or public agency, authority or person not already obtained
(other than any approvals that may be required under the “blue sky”laws of any jurisdiction) is
required with respect to the District in connection with the issuance and sale of the Bonds or the
execution and delivery by the District of, or the performance by the District of its obligations
under, the District Documents and the Bonds.
(h)No Conflicts. The adoption by the District of the Bond Resolution and the
authorization, execution, delivery and issuance, as applicable, by the District of the District
Documents, the Bonds and all other documents executed and delivered by the District in
connection with the issuance of the Bonds and compliance by the District with the provisions
thereof do not and will not materially conflict with or result in a material breach or violation of
any of the terms or provisions of, or constitute a default under any resolution, ordinance,
indenture, deed of trust, mortgage commitment, agreement or other instrument to which the
District is a party or by which the District is bound, or any constitutional provision, existing law,
administrative regulation, court order or consent decree to which the District or property of the
District is subject.
(i)No Defaults. As of the time of acceptance hereof and as of the Closing, the
District is not and will not be in breach of or in default under any applicable law or administrative
regulation of the State or the United States, or any applicable judgment or decree or any trust
agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to
which the District is a party or is otherwise subject, the consequence of any of the foregoing of
which materially and adversely affects the operations of the District as of such dates, and, as of
such times, the authorization, execution, delivery and issuance, as applicable, of the District
Documents and the Bonds and compliance with the provisions thereof do not and shall not conflict
with or constitute a material breach of or material default under any applicable law or
administrative regulation of the State or the United States or any applicable judgment or decree or
any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other
instrument to which the District is a party or is otherwise subject.
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4
(j) Litigation. There is no action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, governmental agency, public board or body, pending or
overtly threatened against or affecting the District, and there is no basis therefor, (i)which in any
way questions the powers of the District referred to hereinabove, or the validity of the proceedings
taken by the District in connection with the issuance and sale of the Bonds or (ii)wherein an
unfavorable decision, ruling or finding would adversely affect the transactions contemplated by
the Bond Resolution, the District Documents or the Bonds or would in any way adversely affect
the validity or enforceability of the Bond Resolution, the District Documents or the Bonds (or of
any other instrument required or contemplated for use in consummating the transactions
contemplated thereby or hereby). Further, there are no lawsuits pending or threatened against the
District which question the right of the District to levy, receive and pledge special assessments or
taxes, nor lawsuits pending or overtly threatened against the District which, if decided adversely to
the District, would, individually or in the aggregate, have a material adverse effect on the financial
condition of the District, or impair the ability of the District to comply with all the requirements
set forth in the Bond Resolution, the District Documents or the Bonds.
(k)Certificates and Representations. Any certificate signed by an authorized
officer of the District and delivered to the Purchaser shall be deemed a representation and
warranty by the District to the Purchaser as to the statements made therein. The representations
and warranties of the District set forth herein and in the District Documents and the Bond
Resolution are, and as of the Closing shall be, true,correct and complete in all material respects
unless modified as provided herein or therein, and, between the date hereof and the Closing,the
District shall not take any action that shall cause the representations and warranties made herein to
be untrue as of the Closing.
(l)Disclosure of Agreements, Contracts and Restrictions. The District is not a
party to any contract or agreement or subject to any restriction, the performance of or compliance
with which may have a material adverse effect on the financial condition, operations or prospects
of the District or ability of the District to comply with all the requirements set forth in the Bond
Resolution, the District Documents or the Bonds.
(m)Financial Statements. The District’s comprehensive annual financial report
for the fiscal year ended June 30, 2014, presents fairly the financial condition of the District as of
the date thereof and the results for the period covered thereby and was prepared in accordance
with generally accepted accounting principles consistently applied as required by Arizona State
law. Except as disclosed to the Purchaser, there has been no change in the financial condition of
the District since June 30, 2014, that would in the reasonable opinion of the District materially
impair its ability to perform its obligations pursuant to this Agreement or to pay the Bonds. All
information that has been provided to the Purchaser by the District with respect to the financial
performance of the District is accurate in all material respects as of its respective date and as of the
date of Closing.
4.Closing.
(a)By ____ a.m.Phoenix, Arizona Time, on _________, 2015,or at such other
time and date as shall have been mutually agreed upon by the District and the Purchaser (the
“Closing”), the District will, subject to the terms and conditions hereof, deliver the Bonds to the
Purchaser duly executed and authenticated, together with the other documents hereinafter
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5
mentioned, and the Purchaser will, subject to the terms and conditions hereof, accept such delivery
and pay the purchase price of the Bonds as set forth in Section 1 of this Agreement by wire
transfer or other funds which are immediately available funds to the order of the District.
(b) The Bonds shall be delivered to the Purchaser in definitive fully registered
form, registered in the name of _____________, all as provided in the Bond Resolution.
5.Closing Conditions. The Purchaser has entered into this Agreement in
reliance upon the representations, warranties and agreements of the District contained herein, in
the Bond Resolution and in the District Documents and upon the performance by the District of its
obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly,
the Purchaser’s obligations under this Agreement to purchase, to accept delivery of and to pay for
the Bonds shall be conditioned upon the performance by the District of its obligations to be
performed hereunder and under such documents and instruments at or prior to the Closing, and
shall also be subject to the following additional conditions, including the delivery by the District
of the District Documents as enumerated herein, in form and substance reasonably satisfactory to
the Purchaser:
(a)The representations and warranties of the District contained herein shall be
true, complete and correct on the date hereof and on and as of the date of the Closing, as if made
on the date of the Closing;
(b) The District shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by it prior to or at the
Closing;
(c)At the time of the Closing, (i) the Bond Resolution, the District Documents
and this Agreement shall be in full force and effect in the form heretofore approved by the
Purchaser and shall not have been amended, modified or supplemented, and (ii) all actions of the
District required to be taken by the District shall be performed in order for Bond Counsel to
deliver its opinion referred to hereafter;
(d)At the time of the Closing, all official action of the District relating to the
Bonds and the District Documents shall be in full force and effect and shall not have been
amended, modified or supplemented;
(e)At or prior to the Closing, the Bond Resolution shall have been duly
executed and delivered by the District and the District shall have duly executed and delivered,and
the registrar shall have duly authenticated,the Bonds;
(f) The Purchaser shall have the right to terminate this Agreement by written
notification to the District if at any time prior to or as of the Closing:
(i)Any legislation, ordinance, rule or regulation shall be introduced in, or
be enacted by any governmental body, department or agency of the State of Arizona (the
“State”), or a decision by any court of competent jurisdiction within the State shall be
rendered, which materially adversel y affects the market price of the Bonds; or
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(ii) A stop order, ruling, regulation or statement by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency having
jurisdiction of the subject matter shall be issued or made to the effect that the issuance,
offering or sale of obligations of the general character of the Bonds, or the issuance,
offering or sale of the Bonds, including all underlying obligations, as contemplated hereby,
is in violation or would be in violation of any provision of the federal securities laws,
including the Securities Act of 1933, as amended and as then in effect, or that the Bond
Resolution needs to be qualified under the Trust Indenture Act of 1939, as amended and as
then in effect; or
(iii) Legislation shall be enacted by the Congress of the United States of
America, or a decision by a court of the United States of America shall be rendered, to the
effect that obligations of the general character of the Bonds, or the Bonds, including all the
underlying obligations, are not exempt from registration under or other requirements of the
Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of
1934, as amended and as then in effect, or that the Bond Resolution is not exempt from
qualification under or other requirements of the Trust Indenture Act of 1939, as amended
and as then in effect; or
(iv) Legislation shall have been passed by or introduced in the Congress of
the United States or recommended to the Congress for passage by the President of the
United States or the United States Department of the Treasury or the Internal Revenue
Service or any member of the United States Congress or the Arizona Legislature or a
decision shall have been rendered by a court of the United States or of the State or by the
Tax Court of the United States, or a ruling or statement (including a press release) or
proposal shall have been made or a regulation shall have been proposed or made by or on
behalf of the Treasury Department of the United States or the Internal Revenue Service or
other federal or Arizona authority, with respect to federal or Arizona taxation upon
revenues or other income of the general character to be derived by the District pursuant to
the Bond Resolution, or upon interest on obligations of the general character of the Bonds,
or, with respect to Arizona taxation of the interest on the Bonds as described in the Bond
Resolution, or other action or events shall have transpired which may have the purpose or
effect, directly or indirectly, of changing the federal income tax consequences or Arizona
income tax consequences of any of the transactions contemplated in connection herewith,
or any other action or events shall have occurred which, in the judgment of the Purchaser,
materially adversely affect the market for the Bonds or the market price generally of
obligations of the general character of the Bonds; or
(v)Additional material restrictions not in force as of the date hereof shall
have been imposed upon trading in securities generally by any governmental authority or
by an y national securities exchange; or
(vi) A general banking moratorium shall have been established by federal,
Arizona or New York authorities; or
(vii) Any action, suit or proceeding described in Section 3(j) hereof shall
have been commenced.
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(g)At or prior to Closing, the following documents will be executed:
(i)An unqualified approving opinion of Gust Rosenfeld P.L.C. (“Bond
Counsel”), as to the Bonds, dated the date of the Closing, addressed to the District;
(ii)The supplemental opinion of such counsel, as Bond Counsel and
counsel to the District, dated the date of the Closing, addressed to the Purchaser and
substantially in the form attached hereto as Exhibit A;
(iii)A certificate, dated the date of Closing and signed by the Chairperson of
the District Board, the Clerk of the District Board and the Treasurer of the District Board,
to the effect that:
(A)That the representations and warranties contained herein are
true and correct in all material respects on and as of the date of the Closing
with the same effect as if made on the date of the Closing;
(B)That no litigation is pending or threatened before any
judicial, quasi-judicial or administrative forum (1)to restrain or enjoin the
issuance or delivery of the Bonds, the application of the proceeds thereof or
the performance by the District of the provisions of the Bond Resolution or
the District Documents or the levy and receipt of ad valorem taxes for
payment of the Bonds; (2)in any way contesting or affecting the authority
for, or the validity of, this Agreement or the application of the proceeds of
the Bonds; or (3)in any way contesting the existence or powers of the
District;
(C)That no authority or proceedings for the issuance of the
Bonds has been repealed, revoked or rescinded and no petition or petitions
to revoke or alter the authorization to issue the Bonds has been filed with or
received by any of the signors;and
(D)That the District has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or prior
to, and to the extent possible before, the Closing.
(iv) A specimen of the Bonds;
(v)A certified copy of the Bond Resolution;
(vi)A non-arbitrage certificate of the District, in form and substance
satisfactory to Bond Counsel;
(vii)The filing copy of the Information Return Form 8038-G (IRS) for the
Bonds and of the Report Relating to Bond and Security Issuance to the Arizona
Department of Revenue for the Bonds;
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(viii)Evidence that the Bonds have been designated by the District as, and
qualify as, qualified tax-exempt obligations for purposes of Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended; and
(ix) Such additional opinions, letters, certificates, instruments and other
documents as the Purchaser or its counsel may reasonably deem necessary to satisfy
conditions to the issuance of the Bonds required by the Bond Resolution, to evidence the
truth and accuracy as of the Closing, or prior to such time, of the representations,
warranties and covenants of the District and the due performance or satisfaction by the
District of all agreements then to be performed and all conditions then to be satisfied by
the District.
(All of the opinions, letters, certificates, instruments and other documents
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof if, but only if, they are in form and substance satisfactory to the
Purchaser and its counsel; provided, however, that acceptance by the Purchaser of the
Bonds shall be deemed by the Purchaser to be satisfaction of the foregoing.)
If the District shall be unable to satisfy the conditions contained in this Agreement
or if the obligations of the Purchaser shall be terminated for any reason permitted by this
Agreement, this Agreement (except the warranties and representations of the District herein) shall
terminate and neither the Purchaser nor the District shall have any further obligation hereunder.
However, the Purchaser may, in its sole discretion, waive one or more of the conditions imposed
by this Agreement and proceed with the Closing.
6.Notice. Any notice or other communication to be given to the District
pursuant to this Agreement may be given by delivering the same in writing to the address set forth
on the first page of this Agreement, and any notice or other communication to be given to the
Purchaser pursuant to this Agreement may be given by delivering the same in writing to
_________________, __________________, ________________, _________ ____, Attention:
____________.
7.Notice Concerning Cancellation of Contracts. As required by the
provisions of Section 38-511, Arizona Revised Statutes, as amended, notice is hereby given that
the State, its political subdivisions (including the District) or any department or agency of either
may, within three years after its execution, cancel any contract, without penalty or further
obligation, made by the State, its political subdivisions, or any of the departments or agencies of
either if any person significantly involved in initiating, negotiating, securing, drafting or creating
the contract on behalf of the State, its political subdivisions or any of the departments or agencies
of either is, at any time while the contract or any extension of the contract is in effect, an employee
or agent of an y other party to the contract in an y capacity or a consultant to an y other party of the
contract with respect to the subject matter of the contract. The cancellation shall be effective
when written notice from the Governor or the chief executive officer or governing body of the
political subdivision is received by all other parties to the contract unless the notice specifies a
later time. The State, its political subdivisions or any department or agency of either may recoup
any fee or commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting or creating the contract on behalf of the State, its political subdivisions or any
department or agency of either from any other party to the contract arising as the result of the
KMM:jh2 2369324.1 4/22/2015
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contract. This section is not intended to expand or enlarge the rights of the District hereunder
except as required by such Section. Each of the parties hereto hereby certifies that it is not
presentl y aware of any violation of such Section which would adversely affect the enforceability
of this Agreement and covenants that it shall take no action which would result in a violation of
such Section.
8.Parties in Interest. This Agreement shall constitute the entire agreement
between the parties and is made solely for the benefit of the District and the Purchaser (including
successors or assigns of the Purchaser) and no other person shall acquire or have any right
hereunder or by virtue hereof. This Agreement may not be assigned by the District. All of the
District’s representations, warranties and agreements contained in this Agreement shall remain
operative and in full force and effect, regardless of (i) any investigations made by or on behalf of
any of the Purchaser; (ii) delivery of and payment for the Bonds pursuant to this Agreement; and
(iii) any termination of this Agreement.
9.Non-waiver. Nothing in this Agreement or in the Bonds shall affect or
impair the obligation of the District, which is absolute and unconditional,to pay when due the
principal of and interest on the Bonds to the Purchaser, as provided in the Bonds, from the ad
valorem taxes pledged for such payment, or shall affect or impair the right of the Purchaser, which
is also absolute and unconditional, to institute suit to enforce such payment by virtue of the
contract embodied in the Bonds or this Agreement.
10.Survival of Representations. Section 9 herein shall survive the issuance,
sale, and delivery of the Bonds and Closing and shall continue in full force and effect until the
Bonds have been paid in full and the obligations of the District under the Bond Resolution have
been fully satisfied and discharged.
11.Effectiveness. This Agreement shall become effective upon the acceptance
hereof by the District Manager of the District and shall be valid and enforceable at the time of
such acceptance.
12.Choice of Law. This Agreement shall be governed by and construed in
accordance with the law of the State.
13.Severability. If any provision of this Agreement shall be held or deemed to
be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any
Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or unenforceable in any other
case or circumstance, or of rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatever.
14.Business Day. For purposes of this Agreement, “business day”means any
day on which the New York Stock Exchange is open for trading.
15.Section Headings. Section headings have been inserted in this Agreement
as a matter of convenience of reference only, and it is agreed that such section headings are not a
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part of this Agreement and will not be used in the interpretation of any provisions of this
Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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16.Counterparts. This Agreement may be executed in several counterparts
each of which shall be regarded as an original (with the same effect as if the signatures thereto and
hereto were upon the same document) and all of which shall constitute one and the same
document.
If you agree with the foregoing, please sign the enclosed counterpart of this
Agreement and return it to the Purchaser. This Agreement shall become a binding agreement
between you and the Purchaser when at least the counterpart of this letter shall have been signed
by or on behalf of each of the parties hereto.
Respectfully submitted,
______________, a ______corporation
By: ____________________________________
Name:
Title:
Date:
ACCEPTANCE:
ACCEPTED this __day of ___________, 2015.
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT
By: _____________________________________
Name:___________________________________
Title:____________________________________
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Schedule
$______________
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT
GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2015
Dated: ___________, 2015
Maturity Date
(July 15)
Principal
Amount
Interest
Rate Yield
[The Bonds are not subject to redemption prior to their stated maturity dates.]
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A-1
EXHIBIT A
_________ ___, 2015
Re:$__________Eagle Mountain Community Facilities District,
General Obligation Refunding Bonds, Series 2015
We have acted as bond counsel to Eagle Mountain Community Facilities District (hereinafter
referred to as the “District”) in connection with the issuance this date by the District of bonds designated its
General Obligation Refunding Bonds, Series 2015, in the aggregate principal amount of $___________
(hereinafter referred to as the “Bonds”) and otherwise as counsel to the District. The Bonds (i) are issued under
and authorized by a resolution authorizing issuance of, and certain other matters related to, the Bonds adopted by
the Governing Board of the District on ________, 2015 (hereinafter referred to as the “Resolution”); and (ii) are
being sold pursuant to a Direct Purchase Agreement, dated _________,2015 (hereinafter referred to as the
“Direct Purchase Agreement”), by and between the District and _____________(hereinafter referred to as the
“Bondholder”). (You may rely on our opinions as bond counsel, dated of even date herewith, with regard to the
Bonds as if addressed to you.)
In our capacity as bond counsel, and as counsel as described hereinabove to the District, we
have examined and relied upon:
(i)An executed copy of the Direct Purchase Agreement;
(ii)A certified copy of the Resolution (which authorized, among other matters, execution
and delivery of the Direct Purchase Agreement);
(iii)Such other agreements, certificates (including particularly, but not by way of limitation,
a certificate of Bondholder, dated of even date herewith), opinions, letters and other documents, including all
documents delivered or distributed at the closing of the sale of the Bonds,as we have deemed necessary or
appropriate in rendering the opinions set forth herein (together with the Direct Purchase Agreement, the “District
Documents”); and
___________________-2-___________, 2015
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(iv)Such provisions of the Constitution and laws of the State of Arizona and the United
States of America as we believe necessary to enable us to render the opinions set forth herein.
In our examination, we have assumed the authenticity of all documents submitted to us as
originals, the conformity to original copies of all documents submitted to us as certified or photostatic copies, the
authenticity of the originals of such latter documents and the accuracy of the statements contained in such
certificates. In connection with our representation of the District in the capacities described above, we have also
participated in conferences from time to time with representatives of and counsel to the District and the
Bondholder relating to the District Documents.
We are of the opinion, based upon the foregoing and subject to the reliance hereinabove
indicated and the qualifications hereinafter set forth, that under applicable law of the State of Arizona and federal
law of the United States of America in force and effect on the date hereof:
1.The District is duly organized and validly existing as a community facilities district
pursuant to the Constitution and laws of the State of Arizona and has all requisite power and authority thereunder
(a) to adopt the Resolution, (b) to authorize, execute, deliver and issue, as applicable, the District Documents and
the Bonds, (c) to carry out and consummate the transactions contemplated by the Resolution, the District
Documents and the Bonds (including performing the applicable obligations thereunder).
2.Adoption of the Resolution and authorization, execution, delivery and issuance, as
applicable, of, and the due performance of the obligations of the District under, the District Documents and the
Bonds, do not and will not in any material respect conflict with or constitute on the part of the District a breach
of or default under any agreement or other instrument to which the District is a party or of any existing law,
ordinance, administration regulation, court order or consent decree to which the District is subject.
3.No consent of any other party, and no consent, license, approval or authorization of,
exemption by or registration with any governmental body, authority, bureau or agency (other than those that
have been obtained or will be obtained prior to the delivery of the Bonds), is required in connection with the
adoption by the District of the Resolution or the authorization, execution, delivery, issuance and performance, as
applicable, by the District of the District Documents and the Bonds and the consummation of the transactions
contemplated by the Resolution.
4.The District has duly (a) adopted the Resolution and (b)authorized (i) the execution,
delivery and issuance, as applicable of, and the performance of its obligations under, the District Documents and
the Bonds and (ii) the taking of the actions required on the part of the District to carry out, give effect to and
consummate the transactions contemplated by the Resolution, the District Documents and the Bonds. The
District has complied with all applicable provisions of law and has taken all actions required to be taken by it to
the date hereof in connection with the transactions contemplated by the aforesaid documents
5.The District Documents have been duly authorized, executed and delivered by the
District and, assuming due and valid authorization, execution and delivery by the other party thereto, constitute
legal, valid and binding obligations of the District enforceable in accordance with their respective terms.
6.Based solely upon a search of the records of the Superior Court in and for the State of
Arizona, County of Maricopa and the United States District Court for the District of Arizona through ________,
2015, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
governmental agency, public board or body, pending or overtly threatened against or affecting the District, and
___________________-3-__________, 2015
KMM:jh2 2369324.1 4/22/2015
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there is no basis therefor, (i) which in any way questions the powers of the District referred hereinabove or the
validity of the proceedings taken by the District in connection with the issuance and sale of the Bonds, or
(ii)wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by
the Resolution, the District Documents or the Bonds or would in any way adversely affect the validity or
enforceability of the Resolution, the District Documents or the Bonds (or of any other instrument required or
contemplated for use in consummating the transactions contemplated thereby or hereby). Further, there are no
lawsuits pending or threatened against the District which question the right of the District to levy, receive and
pledge special assessments or taxes, nor lawsuits pending or overtly threatened against the District which, if
decided adversely to the District, would, individually or in the aggregate, have a material adverse effect on the
financial condition of the District or impair the ability of the District to comply with all the requirements set forth
in the Resolution, the District Documents or the Bonds.
7.It is not necessary in connection with the issuance and sale of the Bonds to the public to
register the Bonds under the Securities Act of 1933, as amended, or to qualify the Resolution under the Trust
Indenture Act of 1939, as amended.
Our opinions expressed in paragraph 5 hereof are qualified to the extent that the enforceability
of the District Documents is dependent upon the due authorization, execution and delivery of (and authority to
perform lawfully) the District Documents by the other parties thereto and to the extent that the enforceability of
the District Documents may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’rights and the exercise of judicial discretion in accordance with general principles of
equity, including possible refusal by a particular court to grant certain equitable remedies such as specific
performance with respect to the enforcement of any provision of such documents. We express no opinion as to
the enforceability of any provisions of the District Documents (i) restricting access to legal or equitable
remedies, (ii) purporting to establish evidentiary standards or waiving or otherwise affecting any rights to notice,
demand or exhaustion of collateral, (iii) relating to self-help, subrogation, indemnification, delay or omission to
enforce rights or remedies, severability or marshalling of assets or (iv) purporting to grant to the owners of the
Bonds or to any party to the District Documents (other than the District) any rights or remedies not specifically
set forth therein.
This opinion may be relied upon only by you and by persons to whom we grant written
permission to do so.
GUST ROSENFELD P.L.C.
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EXHIBIT B
(Form of Certificate of Qualified Investor)
EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT
OF FONTAIN HILLS, ARIZONA
Re: Eagle Mountain Community Facilities District
General Obligation Refunding Bonds, Series 2015
1. Please be advised that the undersigned is a Qualified Investor (as hereinafter
defined) and is purchasing one of the captioned bonds (hereinafter referred to as the “Bonds”), such Bond,
or beneficial interest therein, being in the original aggregate principal amount of $______________,
bearing the number ____________. Such purchase is solely for the account of the undersigned, for the
purpose of investment and not with an intent for or view to distribution or resale.
2.In the event that the undersigned transfers such Bond or any part thereof, the
undersigned shall comply with all provisions of the Resolution of the Eagle Mountain Community
Facilities District (the “District”) authorizing the issuance of the Bonds, adopted on _______, 2015 (the
“Bond Resolution”). The undersigned understands that, unless the transfer restrictions terminate pursuant
to the Bond Resolution, a transferee shall be a Qualified Investor or Sophisticated Municipal Market
Professional (as defined by the Municipal Securities Rulemaking Board), and must sign a letter in the form
of this letter and provide such letter to the Bond Registrar before any transfer of any 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, or an accredited investor (other
than a natural person) as defined in Rule 501 of Regulation D of the United States Securities and Exchange
Commission) (either of which shall constitute a “Qualified Investor”).
4.The undersigned understands that: (i) the Bond Resolution and the Bonds are not
being registered under the Securities Act of 1933, as amended, in reliance upon certain exemptions set forth
in that Act, (ii)the Bond Resolution and the Bonds 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
Bonds must comply with federal and state securities laws, (iv)any sale or transfer of the Bonds, or interests
therein, must be to Sophisticated Municipal Market Professionals or Qualified Investors, (v)the Bonds will
not be listed on any stock or other securities exchange, (vi)the Bonds will not carry any bond rating from
any rating service, and (vii) the Bonds are not likely to be readily marketable.
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, and agrees to
hold the District and the Town of Fountain Hills, Arizona (hereinafter referred to as the “Town”), harmless
for, from and against any and all liabilities claims, damages or losses resulting directly or indirectly from
such 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 investment decision
and after such evaluation, the undersigned understood and knew that investment in the Bonds involved
certain risks, including but not limited to, limited security and source for payment of the Bonds, the status
of development and its impact on taxation for payment of the Bonds, the possible transfer of land by the
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owners of land in the District, failure or inability of owners to complete proposed development of such
land, bankruptcy and foreclosure delays and the probable lack of any secondary market for the Bonds. The
undersigned acknowledges that it is experienced in transactions such as those relating to the Bonds and that
the undersigned is knowledgeable and fully capable of independent evaluation of the risks involved in
investing in the Bonds. The undersigned is not relying on the District or the Town in making its decision to
purchase the Bonds and agrees that the Town is not obligated in any manner for the issuance or payment of
the Bonds.
7.The undersigned acknowledges that the District,the Town and the respective
officers, directors, council members, advisors, employees and agents of either of the foregoing have not
undertaken to furnish, nor has the undersigned requested, any information or 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 Bonds.
_________________________________________
[PURCHASER]
By_______________________________________
Printed Name:__________________________________
Title:_________________________________________