HomeMy WebLinkAboutRes 2014-45RESOLUTION NO.2014-45
RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF
FOUNTAIN HILLS,ARIZONA,PROVIDING FOR THE ISSUANCE AND
SALE OF $7,565,000 AGGREGATE PRINCIPAL AMOUNT OF GENERAL
OBLIGATION BONDS,SERIES 2014;PROVIDING FOR THE ANNUAL
LEVY OF A TAX FOR THE PAYMENT OF THE BONDS;ACCEPTING A
BID FOR THE PURCHASE OF THE BONDS;APPROVING THE FORM AND
AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR THE
SERVICES OF A BOND REGISTRAR,TRANSFER AGENT AND PAYING
AGENT;APPROVING THE DISTRIBUTION OF AN OFFICIAL
STATEMENT IN CONNECTION WITH THE ISSUANCE AND SALE OF
THE BONDS HEREIN AUTHORIZED;RATIFYING THE ACTIONS OF
TOWN OFFICERS AND AGENTS CONCERNING THE BONDS AND THE
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT
PERTAINING TO THE BONDS;AND PROVIDING CERTAIN TERMS,
COVENANTS AND PROVISIONS REGARDING THE BONDS.
WHEREAS,pursuant toa special bond election held inandforthe Town of
Fountain Hills,Arizona (the "Town"),on November 5,2013,the issuance of general obligation
bonds has been approved (the "Election");and
WHEREAS,the Town now desires to issue and sell $7,565,000 of its General
Obligation Bonds,Series 2014 (the "Bonds"),forthe purposes and according tothe terms asset
forth in this resolution;and
WHEREAS,after having received and reviewed such bids,the Mayor and
Council of the Town (the "Town CounciF')hereby deems the bid for the Bonds attached hereto
as ExhibitC and incorporated by reference herein,of Janney Montgomery ScottLLC(the
"Underwriter"),tobethe lowest andbestbid received forthe purchase of theBonds,andthe
Town desires thatthe Bonds besoldtothe Underwriter onthe terms setforthinthe winning bid;
and
WHEREAS,allacts,conditions and things required bythe Constitution andlaws
of theState of Arizona to happen,existandbe performed precedent toandinthe adoption of this
resolution have happened,existandhavebeen performed asso required in order to make this
resolution avalidand binding instrument forthe security of the Bonds authorized herein;
NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND
COUNCIL OF THE TOWN OF FOUNTAIN HILLS,ARIZONA,as follows:
Section 1.Authorization.For the purpose of providing fundsto make certain
of theacquisitionsandpublic improvements authorizedbythequalifiedelectors of theTownat
theElection,thereis hereby authorized tobeissuedandsold $7,565,000 aggregate principal
amount of the Bonds.
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Section 2.Terms.
A.Issuance of the Bonds.The Bonds hereby authorized tobe issued shall be
designated Town of Fountain Hills,Arizona,General Obligation Bonds,Series 2014 (the
"Bonds").The Bonds shallbe dated the date of delivery of the Bonds tothe Underwriter and
will bear interest fromthe most recent January 1or July 1to which interest hasbeenpaid,orin
thecase of theinterestdue January 1,2016,from their original dateddate,tothe maturity of
each of the Bonds.The first interest payment date will be January 1,2016,and interest shall be
payable semiannually thereafter oneach succeeding July 1and January 1 during theterm of the
Bonds.TheBondswillbe initially issued infully registered book-entry-only formin
denominations equaltothe respective year's maturity amount.If the book-entry-only system
described inthe Letter of Representations hereinafter defined (the "Book-Entry-Only System")is
discontinued,theBondswillbeissuedinthe denomination of $5,000eachorintegral multiples
thereof.The Bonds will mature on July 1inthe years and amounts andwill bear interest atthe
rates as follows:
B.
Book-Entry-Only System,interest payments and principal payments thatare part of periodic
principal and interest payments shallbepaidto Cede &Co.orits registered assigns in same-day
fundsno later than the time established by The Depository Trust Company {"DTC)on each
interest or principal payment date (orin accordance with then existing arrangements between the
Town and DTC).The Town has previously entered into an agreement (the "Letter of
Representations")withDTCin connection withthe issuance of the Town's bonds,including the
Bondsand,whiletheLetter of Representations isineffect,the procedures established therein
shall apply tothe Bonds.
C.Registration.If the Book-Entry-Only System is discontinued,the Registrar's
registration bookswillshowthe registered owners of the Bonds (the owner or owners of the
Bonds as shown onthe Registrar's registration books shallbe referred toas "Owner"or
"Owners").While the Bonds are subject tothe Book-Entry-Only System,the Bonds shallbe
registered inthe name of Cede &Co.,orits registered assigns.The Bonds willbe administered
bythe Registrar ina manner whichassuresagainst double issuance and provides asystem of
transfer of ownership onthe books of the Registrar inthe manner setforthintheBonds.The
TownrecognizesthatSection149(a)of theInternal Revenue Code of 1986,asamended(the
"Code"),requirestheBondstobeissuedandtoremaininfullyregisteredforminorderthat
interestthereonis exempt fromfederalincome taxation under lawsinforceatthetimetheBonds
are delivered.Inthis connection,the Town agrees thatitwillnottakeanyactionto permit the
Bonds tobe issued in,or converted into bearer or coupon form.
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Maturity
Date Principal
(July 1)Amount
Interest
Rate
2016 $1,360,000
2017 1,495,000
2018 1,525,000
2019 1,570,000
2020 1,615,000
Book-Entry-Only System.So long as
2.000%
2.000%
2.000%
2.000%
3.000%
the Bonds are
D.Payment if Book-Entry-Only Systemis Discontinued.If theBook-Entry-
OnlySystemis discontinued,interest onthe Bonds willbe payable oneach interest payment date
bycheckmailedtothe Owner thereof atthe Owner's addressallasshownonthe registration
books maintained bythe Registrar as of the close of business of the Registrar onthe fifteenth
(15th)day of the month preceding an interest payment date(the "RecordDate").
If the Book-Entry-Only System is discontinued,principal of the Bonds willbe
payable,whendue,onlyuponpresentationand surrender of theBondatthedesignatedcorporate
trustoffice of thePayingAgent(asdefinedhereafter).Uponwrittenrequest of aregistered
owner of atleast$1,000,000inprincipalamount of Bondsnotlessthantwenty(20)dayspriorto
an interest payment date,all payments of interest and,if adequate provision for surrender is
made,principalshallbepaidbywire transfer in immediately available fundstoanaccount
withintheUnitedStates of America designated bysuchOwner.
Notwithstandinganyotherprovision of thisresolution,payment of principal of
andinterestonanyBondthatisheldbyasecurities depository orBondssubjecttoaBook-
Entry-Only Systemmaybepaidbythe Paying Agent bywire transfer in "same dayfunds".
E.Other Terms.TheBondsshallhavesuch additional termsand provisions as
aresetforthintheform of Bondattachedheretoas Exhibit A,whichisapart of thisresolution.
Section 3.No Prior Redemption.The Bonds arenot subject tocallfor
redemption prior to maturity.
Section 4.Security.Forthe purpose of paying the principal of,interest and
premium (if any)onearly redemption andcosts of administration of the registration andpayment
of theBondsthereshallbeleviedonallthetaxable property intheTownacontinuing,direct,
annual,ad valorem tax sufficient topayallsuch principal,interest,premium and administration
costs 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.The
proceeds of thetaxesshallbekeptinaspecialfundandshallbeusedonlyforthe purpose for
which collected.
Section 5.Form of Bonds.So long asthe Book-Entry-Only System isin effect,
theBondsshallbein substantially theform of Exhibit A,attached hereto and incorporated by
reference herein,with such necessary and appropriate omissions,insertions and variations asare
permitted or required hereby andare approved by those officers executing the Bonds and
execution thereof by such officers shall constitute conclusive evidence of such approval.If the
Book-Entry-Only System is discontinued,the Bonds shall be reissued and transferred in forms of
Bonds tobe prepared atthat time.
The Bonds may have notations,legends or endorsements required bylaw,
securities exchange rule or usage.Each Bond shall be dated the date of its authentication and
registration.
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Section 6.Use of Proceeds.The proceeds fromthe sale of the Bonds shallbe
set aside andusedforthe purposes setforthon ExhibitB attached hereto.Bonds issued for street
improvements ($7,565,000)willbe charged against the Town's 20%debtlimit (Article 9,
Section 8,Arizona Constitution).The moneys foreach separate purpose as stated above shallbe
appliedandusedsolelyforthe respective purpose andshallbeallocatedagainstthe respective
ballotquestionsubmittedtothequalifiedelectors of theTownattheElection,assetforthon
Exhibit B attached hereto.
Section 7.Execution of Bonds.The Bonds shall be executed for and on behalf
of the Town bythe Mayor and attested bythe Town Clerk by their manual or facsimile
signatures andthe Town sealwillbe either photographically,mechanically reproduced or
manually imprinted oraffixedontheBonds.If the signatures are affixed or imprinted by
facsimile,the Mayor and Town Clerk shall execute a certificate adopting as their signatures the
facsimile signatures appearing ontheBonds.If an officer whose signature isonaBondno
longer holdsthat office atthetimetheBondis authenticated and registered,theBondshall
nevertheless be valid.
A Bond shall notbe valid or binding until authenticated bythe manual signature
of an authorized officer of the Registrar.The signature shall be conclusive evidence thatthe
Bond has been authenticated and issued under this resolution.
Section 8.Mutilated,Lost or Destroyed Bonds.In case any Bond becomes
mutilated or destroyed orlost,the Town shall cause tobe executed and delivered anewBond of
likedateand tenor in exchange and substitution forand upon the cancellation of such mutilated
Bond orinlieu of andin substitution for such Bond destroyed or lost,upon the registered
owner's payingthe reasonable expensesandcharges of theTownin connection therewithand,in
thecase of the Bond destroyed orlost,filingwiththe Town Clerk bythe registered owner
evidence satisfactory totheTownthatsuchBondwas destroyed orlost,and furnishing theTown
with a sufficient indemnity bond pursuant to Ariz.Rev.Stat.§47-8405.
Section 9.Acceptance of Final Bid.The bid of the Underwriter attached as
Exhibit C and incorporated hereinby reference ishereby accepted andtheBondsarehereby
ordered sold to the Underwriter in accordance with the terms of such bid and the terms and
conditions of theNoticeInvitingBidsforthePurchase of Bondsandthetermshereof.
The Town's Finance Director is hereby authorized and directed to cause the
Bondstobedeliveredtoorupontheorder of theUnderwriteruponreceipt of paymenttherefor
andsatisfaction of theother conditions fordelivery thereof in accordance withtheterms of the
sale.
Section 10.Registrar and Paying Agent.The Town will maintain an office or
agencywhereBondsmaybepresentedforregistrationortransfer(the "Registrar")andanoffice
oragencywhereBondsmaybepresentedforpayment(the "Paying Agent").TheTownmay
appointoneormore co-registrars oroneormoreadditionalPayingAgents.TheRegistrarand
PayingAgentmaymakereasonablerulesandsetreasonablerequirementsfortheirrespective
functions with respect tothe owners of theBonds.
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Initially,ZionsFirstNationalBank,Phoenix,Arizona,willactas,andishereby
designated as,the Registrar and Paying Agent with respect totheBonds.Any entity into which
the Registrar and Paying Agent is merged or consolidated shall continue asthe Registrar and
PayingAgent hereunder withoutnoticetotheowners of Bondsoranyfurtheractionbythe
Town.The Town may change the Registrar or Paying Agent without notice toor consent of
owners of the Bonds andthe Town may actinany such capacity.
The contract for Registrar's services is hereby approved in substantially theform
onfilewiththeTownClerktoprovideforpayment of Registrar's services.TheMayor,any
member of theTownCouncilorthe Town's Finance Director andtheTownClerkarehereby
authorized and directed to execute the contract with the Registrar.
EachPayingAgentwillberequiredtoagreein writing thatthePayingAgentwill
holdintrustforthebenefit of theowners of theBondsallmoneysheldbythePayingAgentfor
the payment of principal of and interest andany premium onthe Bonds.
The Registrar may appoint an authenticating agent acceptable tothe Town to
authenticateBonds.An authenticating agentmay authenticate Bonds whenever the Registrar
maydoso.Each reference inthis resolution to authentication bythe Registrar includes
authentication byan authenticating agentactingon behalf andinthename of the Registrar and
subject tothe Registrar's direction.
The Registrar shall keep a register of the Bonds,the registered owners of the
Bondsand of transfer of theBonds.WhenBondsare presented tothe Registrar ora co-registrar
with a request to register transfer,the Registrar will register the transfer onthe registration books
if its requirements for transfer aremetandwill authenticate and deliver oneor more Bonds
registered inthe name of the transferee of the same principal amount,maturity andrate of
interest asthe surrendered Bonds.All transfer feesand costs shall be paid bythe transferor.
Bonds presented tothe Registrar for transfer after the close of business onthe Record Date and
before the close of business onthe next subsequent interest payment date willbe registered inthe
name of the transferee butthe interest payment willbe made tothe registered owners shown on
the books of the Registrar as of the close of business onthe Record Date.
The Registrar shall authenticate Bonds for original issue upto $7,565,000 in
aggregate principal amount uponthe written request of the Mayor or Town's Finance Director.
The aggregate principal amount of Bonds outstanding atany time may not exceed that amount
exceptfor replacement Bondsastowhichthe requirements of the Registrar andtheTownare
met.
Section 11.Official Statement.The preparation,completion,use and
distribution of the Preliminary Official Statement dated November 19,2014,as supplemented
December 2,2014 (the "PreliminaryOfficial Statement"),pertaining tothe original issuance of
the Bonds intheformnowon file withthe Town Clerk is approved asa "deemed final"official
statement(excepting permitted omissions),bytheTownas of itsdateforpurposes of Securities
and Exchange Commission Rule 15c2-12 (the "Disclosure Rule").TheMayor,theTown
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Manager orthe Town's Finance Director is hereby authorized to certify or represent thatthe
Official Statement is "final"for purposes of the Disclosure Rule.Such approval of the
Preliminary Official Statement bythe Mayor,the Town Manager or Town's Finance Director
shall constitute the approval and designation bythe Town of the Preliminary Official Statement
asa deemed final Official Statement forall purposes of the Disclosure Rule.The Mayor,the
Town Manager or Town's Finance Director is authorized onthe Town's behalf to complete a
final official statement tobe dated onor about the date hereof,andin substantially theform of
the Preliminary Official Statement (the "FinalOfficial Statement").(The Preliminary Official
Statement andtheFinal Official Statement are collectively referred to herein asthe "Official
Statement".)The Final Official Statement shall contain such modifications,changes and
supplements astheMayor,the Town Manager or Town's Finance Director shall approve or
authorize as necessary to make trueand accurate the information contained therein.The Mayor,
the Town Manager or Town's Finance Director is hereby authorized to execute and deliver tothe
Underwriter the Final Official Statement.
The Mayor,the Town Manager or Town's Finance Director is further authorized
to use and distribute,or authorize the use and distribution of,the Final Official Statement and
supplements thereto concerning the original issuance of the Bonds asmayinthe Mayor's,the
Town Manager's or Town's Finance Director's judgment be necessary or appropriate.
The Mayor,Town Clerk,Town Clerk or Town's Finance Director isalso
authorized tosignand deliver,onthe Town's behalf andin their official capacities,such
certificates concerning the accuracy of theFinal Official Statement andany amendment thereto
asmay,in their judgment,be necessary or appropriate.
Section 12.Continuing Disclosure Undertaking.The form of continuing
disclosure certificate,in substantially theform submitted toandonfile with the Town Clerk,is
hereby approved.The Town's Finance Director is hereby authorized anddirectedtoprepare,
execute and deliver such certificate on behalf of the Town.
Section 13.Bond Insurance.The Town's Finance Director is hereby
authorized and directed to purchase municipal bond insurance,surety bonds or other credit
enhancement asthe Town's Finance Director may deem appropriate and beneficial,topayor
causetobepaidall premiums attendant theretoandto enter intoany obligations or agreements
on behalf of theTownto repay amounts paid thereon bythe providers thereof.
Section 14.Rebate Fund;Rebate Payments.In the event the Town is required
torebateits earnings and profits fromthe investment of theBonds,theTownCouncilhereby
authorizes the Town's Finance Director orany agent thereof to create a separate fundtobe
known asthe Rebate Fund.Intosuchfundshallbe deposited anyandall moneys deemed
necessarytoremainin compliance withthe provisions of Section148 of theInternalRevenue
Code of 1986,as amended (the "Code"),orany regulations promulgated thereunder.Moneys in
suchfundshallbe segregated or (if authorizedinwritingbyanopinion of BondCounsel,as
definedbelow)commingled with other moneys of theTown.The Town's Finance Director is
orderedanddirectedtoemployorengageoneormore arbitrage rebate consultants tocalculate
annuallyanynecessaryrebateamounttobepaidtotheUnitedStates of America.The Town's
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Finance Director is authorized and directed to pay any amountsnecessary tothe United States,as
arbitrage rebate(s).
Section 15.Resolution a Contract.This resolution shall constitute a contract
between the Town andthe registered owners of the Bonds andshallnotbe repealed or amended
inany manner which would impair,impede or lessen the rights of the registered owners of the
Bonds then outstanding.
Section 16.Severability.If any section,paragraph,subdivision,sentence,
clause or phrase of this resolution isforany reason held tobe illegal,invalid or unenforceable,
such decision willnotaffectthe validity of the remaining portions of this resolution.The hereby
Town Council declare thatthe Town 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 thefactthatanyoneor more sections,
paragraphs,subdivisions,sentences,clauses or phrases of this resolution maybeheldillegal,
invalid or unenforceable.
Section 17.Ratification of Actions.All actions of the officers and agents of the
Town which conform tothe purposes and intent of this resolution and which further the issuance
andsale of the Bonds as contemplated bythis resolution whether heretofore or hereafter taken
shallbeandare hereby ratified,confirmed and approved.Any change made inthe Notice
Inviting Bidsforthe Purchase of Bonds which donot conform tothe prior order of thisTown
Council are hereby ratified.The proper officers and agents of the Town are hereby authorized
and directed todoall such actsand things andto execute and deliver all such documents on
behalf of the Town as may be necessary to carry outthe terms and intent of this resolution.
Section 18.Qualified Tax-Exempt Obligations.The Town reasonably
anticipatesissuinglessthan $10,000,000 inprincipalamount of tax-exempt obligationsinthis
calendaryearandthusherebydesignatestheBondsas "qualified tax-exempt obligations"for
purposes of Section265(b)(3)of theCode.TheMayorortheFinanceDiretorwillcertifyinthe
closingcertificatesthatitisreasonablyanticipatedthattheaggregateamount of qualifiedtax-
exemptobligations(asdefinedinSection265(b)(3)(B)of theCode)whichwillbeissuedfororby
theTowninthe current calendar yearwillnotexceed $10,000,000.
Section 19.Tax Covenants.In consideration of the purchase and acceptance of
theBondsbythe owners thereof and,as authorized by Arizona Revised Statutes,Title 35,
Chapter3,Article7,andinconsideration of retainingtheexclusion of interestincomeonthe
Bondsfromgrossincomeforfederalincometaxpurposes,theTown covenants withtheowners
fromtimeto time of the Bonds to neither take nor failto take any action which action or failure
toactiswithinits power and authority andwould result in interest ontheBonds become subject
to federal income taxes.
TheTownagreesthatitwill comply withsuch requirements asintheopinion of
Gust Rosenfeld p.l.c.{"BondCounsel")are necessary to prevent interest onthe Bonds becoming
subjecttoinclusioningrossincomeforfederalincometaxpurposes.Suchrequirementsmay
includebutarenotlimitedtomakingfurtherspecific covenants;makingtruthful certifications
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and representations and givingnecessary assurances;complying withall representations,
covenants and assurances contained in certificates or agreements tobe prepared byBond
Counsel;topaytotheUnited States of America any required amounts representing rebates of
arbitrage profits relating tothe Bonds;filing forms,statements and supporting documents as may
be required under thefederaltaxlaws;limiting theterm of andyieldon investments madewith
moneys relating totheBonds;and limiting theuse of the proceeds of theBondsand property
financed thereby.
The Town hereby authorizes the Town's Finance Director,orhisorher designee,
to represent andactforthe Town inall matters pertaining tothe Town's tax-exempt bonds,as
may be necessary to comply,ona continuing basis,with the Internal Revenue Service,Securities
Exchange Commission and other governmental entities'requests,reporting requirements,
examinations,continuing disclosure requirements and post issuance compliance policies and
matters.
PASSED AND ADOPTED BY the Mayor and Council of the Town of Fountain Hills,
December 4,2014.
FOR THE TOWN OF FOUNTAIN HILLS:ATTESTED TO:
Linda M.Kavanagh,Mayor 'Bevelyn J.Bjendaf,TownClerk
REVIEWED BY:APPROVED AS TO FORM:
Kenneth W.Buchanan,Town Manager Andrew J.McGuire,Town Attorney
Exhibit A
Exhibit B
Exhibit C
Bond Form
List of Projects Financed and Bond Authorization Utilized
Underwriter's Bid
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CERTIFICATION
I,Bevelyn J.Bender,theduly appointed and acting Clerkofthe Town of Fountain
Hills,Arizona,doherebycertifythattheaboveandforegoingResolutionNo.2014-45wasduly
passedbytheTownCounciloftheTownofFountainHills,Arizona,ataregularmeetingheld
on December 4,2014,and the vote was "7 aye's and Q nay's and that the Mayor and Oy
Council Members were present thereat.
DATED:December 4,2014.
Bevelyn J.Bender,Tofcvn Clerk
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EXHIBITA
(Form of BondtobeusedWhile Book-Entry-Only SystemisinEffect)
Number:R-Denomination:
UnlessthisBondispresentedbyanauthorizedrepresentativeofTheDepository Trust Company,aNew York corporation ("DTC),to
theRegistrar(oranysuccessorregistrar)forregistrationoftransfer,exchange,orpayment,andanyBondissuedisregisteredinthe
nameofCede&Co.orinsuchothernameasisrequestedbyanauthorizedrepresentativeofDTC,(andanypaymentismadetoCede&
Co.ortosuchotherentityasisrequestedbyanauthorizedrepresentativeofDTC),anytransfer,pledge,orotherusehereofforvalueor
otherwise byortoany person is wrongful inasmuch asthe registered owner hereof,Cede&Co.,hasan interest herein.
TOWN OF FOUNTAIN HILLS,ARIZONA
GENERAL OBLIGATION BOND,
SERIES 2014
Interest Rate Maturity Date Original Dated Date CUSIP
%Julyl,20_,20_
Registered Owner:Cede &Co.
PrincipalAmount:AND NO/100 DOLLARS ($)
TOWN OF FOUNTAIN HILLS,ARIZONA (the "Town"),for value received,hereby
promises topaytothe registered owner identified above,or registered assignsas provided herein,onthe
maturitydatesetforthabove,theprincipalamountsetforthabove,andtopayinterestontheunpaid
principal amount atthe interest rate shown above.
The Bonds arenot subject tocallfor redemption prior to maturity.
Interest is payable on January 1and July 1 of each year commencing January 1,2016,
andwill accrue fromthemostrecentdatetowhich interest has been paid,or,if no interest hasbeenpaid,
fromthe original dateddatesetforthabove.Interest willbe computed onthebasis of a year comprised of
360days consisting of twelve (12)months of thirty (30)days each.
Principal of and interest onthis bond are payable in lawful money of the United States of
America.Interest payments and principal payments thatarepart of periodic principal and interest
payments shallbe received by Cede &Co.,as nominee of DTC,orits registered assigns in same-day
fundsno later thanthe time established by DTC on each interest or principal payment date in accordance
with existing arrangements between the Town andDTC.The "Record Date"forthe Bonds shallbethe
fifteenth day of the month preceding an interest payment date.
Itis hereby certified and recited thatall conditions,acts and things required bythe
Constitution andlaws of the State of Arizona to exist,to occur andtobe performed precedent toandin
the issuance of this bond exist,have occurred andhave been performed andthatthe series of bonds of
which thisisone,together withall other indebtedness of the Town,is within every debtand other limit
prescribed bythe Constitution andlaws of the State of Arizona,andthatdue provision hasbeenmadefor
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thelevyandcollectionofadirect,annual,advaloremtaxuponallofthetaxablepropertyintheTownfor
the payment of this bond and of the interest hereon as each becomes due.
Thisbondisone of aseries of generalobligationbondsintheaggregateprincipalamount
of$7,565,000ofliketenorexceptastoamount,maturitydate,redemptionprovisions,interestrateand
number,issuedbytheTowntoprovidefundstomakethosecertainstreet improvements approved bya
majorityvote of qualifiedelectorsvotingatanelectiondulycalledandheldinandfortheTownon
November 5,2013,pursuant to resolutions oftheMayorand Council oftheTownduly adopted priortothe
issuance hereof (collectively,the "Resolution")andpursuanttothe Constitution andlaws of theState of
Arizonarelativetotheissuanceandsale of generalobligationbonds,andallamendmentsthereto,andall
otherlaws of theState of Arizonathereuntoenabling.
Forthepunctualpayment of thisbondandtheinteresthereonandforthelevyand
collectionofadvaloremtaxesonalltaxablepropertywithintheTownsufficientforthatpurpose,the
fullfaithandcredit of theTownarehereby irrevocably pledged.
So long asthe book-entry-only system isin effect,this bond is non-transferable.If the
book-entry-onlysystemisdiscontinued,thisbondistransferablebytheregisteredownerinpersonorby
attorneydulyauthorizedinwritingatthedesignatedoffice of theregistrar,whichontheoriginalissue
dateisthe corporate trustoffice of ZionsFirstNational Bank upon surrender and cancellation of this
bond.Bonds of this issue willbe issued onlyinfully registered forminthe denomination of $5,000 of
principal or integral multiples thereof.
The registrar or paying agent maybe changed bythe Town without notice.The Town,
the registrar andthe paying agent maytreatthe registered owner of this bond asthe absolute owner for
the purpose of receiving principal and interest andforall other purposes and none of them shallbe
affected byany notice tothe contrary.
The Town has caused thisbondtobe executed bythe Mayor and attested bythe Town
Clerk,which signatures maybe facsimile signatures.This bond isnot valid or binding upon the Town
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 Town andthe
occurrence of certain other conditions.
TOWN OF FOUNTAIN HILLS,ARIZONA
Mayor
ATTEST:
Town Clerk
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A-2
AUTHENTICATION CERTIFICATE
Thisbondisone of theTown of FountainHills,Arizona,GeneralObligationBonds,
Series 2014,described in the resolution mentioned herein.
ZIONS FIRST NATIONAL BANK,as Registrar
Authorized Representative
(INSERT INSURANCE STATEMENT HERE,IF APPLICABLE)
FORM OF ASSIGNMENT
The following abbreviations,when usedinthis bond,shallbe construed as though they were written out
in full according to applicable lawsor regulations:
TENCOM-astenantsin common UNIF GIFT/TRANS MIN ACT-Custodian
TENENT-astenantsbytheentireties (Cust)(Minor)
JTTEN-asjointtenantswithrightofsurvivorship underUniformGifts/TransferstoMinorsAct(State)
and not as tenants in common
Additional abbreviations may also be used though not inlist above
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,assigns and transfers unto
(Name and Address of Transferee)
thewithinbondandallrightsthereunder,andhereby irrevocably constitutes andappoints
_,attorney to transfer the within bond onthe
bookskeptforregistrationthereof,withfullpower of substitutioninthepremises.
Dated
Note:The signature(s)onthis assignment must correspond with
the name(s)aswrittenonthewithin registered bondinevery
particular withoutalterationorenlargementoranychange
whatsoever.
Signature Guaranteed:
Firm or Bank
Authorized Signature
Signature guarantee shouldbemadebya guarantor institution
participating inthe Securities TransferAgentsMedallionProgram
orinsuchother program acceptable tothe Registrar
ALL FEES AND TRANSFER COSTS SHALL BE PAID BY THE TRANSFEROR
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A-3
EXHIBIT B
List of Projects Financed and Bond Authorization Utilized
Town of Fountain Hills,Arizona
General Obligation Bonds,Series 2014
Amount Maturity Election Date Purpose
$7,565,000 2016-2020 November 5,2013 Designing,improving,constructing,
reconstructing and rehabilitating
Saguaro Boulevard,including any
curb,gutter,sidewalks,traffic
signal/control systems,underground
utility lines,landscaping,and other
improvements appurtenant or adjacent
thereto,and paying costs incurred in
connection with the issuance of the
Bonds
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EXHIBIT C
Underwriter's Bid
(See following pages)
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Result
Janney Montgomery Scott LLC's Reoffering Scale
Fountain Hills (Town)
$7,565,000 General Obligation Bonds,Series 2014
KMM:jh2 2245994.6 12/4 2014
Maturity Date Amount $Coupon %Yield %Dollar Price Call Date
07/01/2018 1.360M 2.0000 0.3500 102.525
07/01/2017 1,49>5M 2.0000 0.6000 103.518
07/01/2018 1.525M 2.0000 0.8500 103.997
07/01/2019 1.570M 2.0000 1.1500 103.748
07/01/2020 1.615M 3.0000 1.4200 108.383
Accrued interest:$0,00
Gross Production:$7,907,086.00
<&I931-2CQ2 l-O&a LLC.Afl rt^iis re&avea,Trartgmagfcs
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upcoming Calendar|Overview jResult Excel
Janney Montgomery Scott LLC-Philadelphia ,PA"s Bid Mm
Fountain Hills (Town)
$7,565,000 General Obligation Bonds,Series 2014
IB*
Forthe aggregate principal amount of $7,565,000.00.we will payyou $7,884,192.25,plus accrued interest
fromthe date of issue tothe date ofdelivery.The Bonds are to tear interest atthe following rate(s):
Maturity Date Amount S Coupon %
07/01/2016 1,360M 2.000D
07/01/2017 1.495M 2.0000
07/01/2018 1.525M 2.0O0D
07/01/2019 1,57 DM 2.0000
07/0172020 1.615M 3.D00Q
Total Interest Cost.
Premium:
Net interest Cost:
NIC:
$636,121.81
$319,192.25
$318,929.56
1.159399
Time Last Bid Received On:12/04/2014 9:59:27 MST
This proposal is made subject toailofthe terms and conditions oftheOfficialBidForm,theOfficialNoticeof
Sale,and the Preliminary Official Statement,allof which are made apart hereof.
Bidder:
Contact:
Titte:
Telephone :235-665-6521
Fax:215-557-8648
Janney Montgomery Scott LLC,
Lauren Carter
Issuer Name:Town of Fountain Hilis
Accepted By:
Date:
Philadelphia ,PA
Company Name:
Accepted By:
6 1881-2002Weal LLC,M r^te rtsesved,Trejerraris
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