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HomeMy WebLinkAboutPackets - Council Packets (1937)         AGENDA ORO VALLEY TOWN COUNCIL REGULAR SESSION MARCH 19, 2025 ORO VALLEY COUNCIL CHAMBERS 11000 N. LA CAÑADA DRIVE For information on public comment procedures, please see the instructions for in person and/or virtual speakers at the end of the agenda. To watch and/or listen to the public meeting online, please visit https://www.orovalleyaz.gov/town/departments/town-clerk/meetings-and-agendas Executive Sessions – Upon a vote of the majority of the Town Council, the Council may enter into Executive Sessions pursuant to Arizona Revised Statutes §38-431.03 (A)(3) to obtain legal advice on matters listed on the Agenda.        REGULAR SESSION AT OR AFTER 6:00 PM   CALL TO ORDER   ROLL CALL   PLEDGE OF ALLEGIANCE   UPCOMING MEETING ANNOUNCEMENTS   MAYOR AND COUNCIL REPORTS ON CURRENT EVENTS Spotlight on Youth   TOWN MANAGER'S REPORT ON CURRENT EVENTS   ORDER OF BUSINESS: MAYOR WILL REVIEW THE ORDER OF THE MEETING   INFORMATIONAL ITEMS   CALL TO AUDIENCE – At this time, any member of the public is allowed to address the Mayor and Town Council on any issue not listed on today’s agenda. Pursuant to the Arizona Open Meeting Law, individual Council Members may ask Town Staff to review the matter, ask that the matter be placed on a future agenda, or respond to criticism made by speakers. However, the Mayor and Council may not discuss or take legal action on matters raised during “Call to Audience.” In order to speak during “Call to Audience” please specify what you wish to discuss when completing the blue speaker card.   PRESENTATIONS   1.Presentation regarding the Explore Oro Valley Destination Marketing Organization representing the Town of Oro Valley   CONSENT AGENDA  (Consideration and/or possible action)   A.Minutes - March 5, 2025   B.Resolution No. (R)25-08, authorizing the Public Works Department to apply for grants from the Arizona Department of Transportation (ADOT) for funding to replace vehicles and other capital projects for the Transit Services division   C.Resolution No. (R)25-09, authorizing and approving the Town of Oro Valley Public Works Transit Division Title VI Plan update   D.Authorization to reallocate available funds from the La Cañada Drive Mill and Overlay project to Shannon Road for the construction of a new Cape Seal-paved road and multi-use path from Tangerine Road to Naranja Drive   E.Approval regarding the proposed architecture for Catalina Eye Care located on the west side of Oracle Road just north of Greenock Drive   REGULAR AGENDA   1.RESOLUTION NO. (R)25-10, DISCUSSION AND POSSIBLE ACTION REGARDING THE APPROVAL OF THE AWARD AND EXECUTION AND DELIVERY OF A SENIOR LIEN WATER REVENUE OBLIGATION, EVIDENCING A PROPORTIONATE INTEREST OF THE HOLDER THEREOF IN INSTALLMENT PAYMENTS OF THE PURCHASE PRICE TO BE PAID BY THE TOWN, PURSUANT TO A TOWN PURCHASE AGREEMENT AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED AGREEMENTS FOR FINANCING COSTS OF IMPROVING THE WATER UTILITY SYSTEM SERVING THE TOWN AND RELATED FINANCING COSTS; AND RATIFYING ALL ACTIONS TAKEN, AND DIRECTING THAT ALL STEPS BE TAKEN, NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION   FUTURE AGENDA ITEMS (The Council may bring forth general topics for future meeting agendas. Council may not discuss, deliberate or take any action on the topics presented pursuant to ARS 38-431.02H)   EXECUTIVE SESSION   1.Pursuant to A.R.S. §38-431.03 (A)(1) and (A)(3) Personnel matter – Chief of Police annual performance review   RESUME REGULAR SESSION   CALL TO ORDER   REGULAR AGENDA   2.APPROVAL OF ANY DIRECTION TO THE TOWN ATTORNEY AND/OR NECESSARY STAFF AS DISCUSSED IN EXECUTIVE SESSION PERTAINING TO THE ANNUAL PERFORMANCE REVIEW OF THE CHIEF OF POLICE   ADJOURNMENT   POSTED: 3/12/25 at 5:00 p.m. by dt The Mayor and Council may, at the discretion of the meeting chairperson, discuss any Agenda item. When possible, a packet of agenda materials as listed above is available for public inspection at least 24 hours prior to the Council meeting in the office of the Town Clerk between the hours of 8:00 a.m. – 5:00 p.m. The Town of Oro Valley complies with the Americans with Disabilities Act (ADA). If any person with a disability needs any type of accommodation, please notify the Town Clerk’s Office at least five days prior to the Council meeting at 229-4700. PUBLIC COMMENT ON AGENDA ITEMS The Town has modified its public comment procedures for its public bodies to allow for limited remote/virtual comment via Zoom. The public may provide comments remotely only on items posted as required Public Hearings, provided the speaker registers 24 hours prior to the meeting. For all other items, the public may complete a blue speaker card to be recognized in person by the Mayor, according to all other rules and procedures. Written comments can also be emailed to Town Clerk Michael Standish at mstandish@orovalleyaz.gov for distribution to the Town Council prior to the meeting. Further instructions to speakers are noted below. INSTRUCTIONS TO IN-PERSON SPEAKERS Members of the public shall be allowed to speak on posted public hearings and during Call to Audience when attending the meeting in person. The public may be allowed to speak on other posted items on the agenda at the discretion of the Mayor. If you wish to address the Town Council on any item(s) on this agenda, please complete a blue speaker card located on the Agenda table at the back of the room and give it to the Town Clerk. Please indicate on the blue speaker card which item number and topic you wish to speak on, or, if you wish to speak during Call to Audience, please specify what you wish to discuss. Please step forward to the podium when the Mayor calls on you to address the Council. 1. For the record, please state your name and whether or not you are a Town resident. 2. Speak only on the issue currently being discussed by Council. You will only be allowed to address the Council one time regarding the topic being discussed. 3. Please limit your comments to 3 minutes. 4. During Call to Audience, you may address the Council on any matter that is not on the agenda. 5. Any member of the public speaking must speak in a courteous and respectful manner to those present. INSTRUCTIONS TO VIRTUAL SPEAKERS FOR PUBLIC HEARINGS Members of the public may attend the meeting virtually and request to speak virtually on any agenda item that is listed as a Public Hearing. If you wish to address the Town Council virtually during any listed Public Hearing, please complete the online speaker form by clicking here https://forms.orovalleyaz.gov/forms/bluecard at least 24 hours prior to the start of the meeting. You must provide a valid email address in order to register. Town Staff will email you a link to the Zoom meeting the day of the meeting. After being recognized by the Mayor, staff will unmute your microphone access and you will have 3 minutes to address the Council. Further instructions regarding remote participation will be included in the email. Thank you for your cooperation.    Town Council Regular Session 1. Meeting Date:03/19/2025   Explore OV Destination Marketing Organization Subject Presentation regarding the Explore Oro Valley Destination Marketing Organization representing the Town of Oro Valley Summary As the Community and Economic Development Department works to develop a Leisure Travel Strategy and implement interim tourism and group booking strategies, staff is providing an update of strategy achievements and budgetary expenditures for Town Council. Attachments Explore OV DMO Report Final  Staff Presentation  1 Explore OV Destination Marketing Organization Quarterly Report to Town Council March 19, 2025 Introduction: This report is the first of continuing quarterly reports summarizing Explore Oro Valley Destination Marketing Organization (DMO) activities. For reference, Community and Economic Development staff established the Explore Oro Valley DMO in April 2024 as the foundation for developing Oro Valley’s tourism presence. This initial report includes sections related to Operations, Resort and Limited-Service Hotel Support, and DMO Budget Summary. Staff are happy to include additional report segments as identified by Town Council. Section One: Operations a) Quarterly Stakeholder Meetings The DMO hosts quarterly stakeholder meetings to provide DMO updates, exchange information regarding DMO strategies and stakeholder strategies, and discuss ongoing and future tourism strategies. • Current Stakeholders o El Conquistador and Westward Look Resort Management o Fairfield Inn, Holiday Inn Express General Managers o Friends of Pusch Ridge Golf o El Conquistador Golf o OV Chamber of Commerce o Tohono Chul Park o Children’s Museum o SAACA o OV Parks and Rec o OV Communications o Sun City? o Western National Park? o OV Police Department o El Conquistador Tennis o Oro Valley Arts Group (Lisa, Dick, Sasha) b) 5-year Leisure Travel Plan • Leisure Travel Study and Strategy 2 o March 14 kickoff o 5-year Strategy o Sustainability regarding local infrastructure and use o Oro Valley Tourism Readiness Assessments o Venues and Attractions o DMO Marketing and Branding o Resorts and Hotels o Collaboration with Regional Partners o Parks Venue Assessments for Sports Tourism o Tourism Readiness Improvements o Website Development o Currently the Explore Oro Valley website content lives under the government domain. The goal is to develop and launch a separate, inspirational website by the end of the year. c) Marketing and Branding 1. Explore OV App i. Analytics 1. Total Users: 6,150 2. Average Session Duration: 2m 2s 3. Total Sessions: 8,559 4. Pageviews: 41,934 ii. Self-curated Tours 1. Mural Tour 2. Public Art Tour 3. Desert Animals 4. People in Action 5. Technology in Art 6. Oro Valley Sticker Hunt (December 2024) 3 2. Social Media i. Explore Oro Valley Instagram (created January 6, 2025) ii. Followers: 1,297 (as of 3/7/25) iii. 45 Posts (as of 3/7/25) 1. 938 likes 2. 82 comments 3. 29 saves 4. 56 shares iv. 34,449 Views (posts, stories, reels) 3. Examples from Events i. Tucson Bicycle Classic tagged us in 8 Posts on event day and upwards of 15 stories d) Public Art Tours 1. Started tour on February 2nd and all 308 seats had been filled 2. Added additional tour dates February 18th to take us through July 2 i. 406 seats filled (sold out dates) e) Joint Tourism Strategies with Marana 1. Development of a 5-year Plan 2. Developing and implementing Year 1 Strategies i. Focus on Sports, Outdoor Events, Cycling, and Golf Initiatives ii. Tucson Bicycle Classic iii. Project Echelon Training Event f) Current Leads 1. Picklicious Jingle Jam: December 2025 2. 2/3 day Fine Arts and Wine Festival: March/April 2026 3. Carvana Pro Pickleball Tour: October 2025 Section Two: Resort and Limited-Service Hotel Support 4 a) DMO Support Goals: The DMO is committed to support the booking goals and strategies of the El Conquistador and Westward Look Resorts and limited service hotels. As part of this commitment, Economic Development staff met with venue managers to create strategies, goals, key performance indicators, and implementation strategies that support this commitment. These goals are included below. Goal One—Prospecting: a) Support the resorts lead generation for group bookings via leads generated at trade shows. b) Increasing exposure for the Explore Oro Valley DMO via extended representation at trade shows. Goal Two --Sports RFPs: Respond to RFPs that meet Oro Valley’s strategic objectives and result in additional booked room nights for town resorts and limited service hotels. Goal Three--Business Connections: Client feedback and engagement. a. 10 businesses signed on to participate for first year (July 1-June 30) b. Case by case based on open gaps for attendees i. Conference Manager Introduction to Crystal and ExploreOV app ii. Microsites on the Explore Oro Valley DMO website when it’s developed Goal Four--Platforms and 3rd Party Meeting Planners: Create activity reports for Cvent, Playeasy, Helms Briscoe, ExploreOV app. Goal Five--Placer AI Reporting: Provide specific reporting related to Oro Valley events, visitor habits, and leakage. Goal Six--Respond to 100% of all customer service requests within identified timeframes. 1. KPIs or Metrics a. Playeasy: respond within 1 business day to RFP information alerts b. Respond within 5 working days to report requests c. Respond within 1 working days to resort and limited-service hotels for incentive requests, venue connections, or other types of assistance Goal Seven--Create and post in Instagram and LinkedIn per established project schedules. 1. Weekly related to group booking related businesses or Oro Valley events or based on established social media posting schedules 5 a. Trade Show Offsets: The DMO is determined a reimbursement model for trade shows which result in appointments, signed agreements, dollar value of the agreements, and DMO marketing value. b. Master Credit Account Support: The DMO supports resorts and limited-service hotels by offsetting Master Account Incentives the venues offer to book groups or events based on the number of booked room nights secured. c. Familiarization Events: The DMO will provide financial assistance to offset the costs of hosting familiarization events designed to boost group booking sales or event managers’ familiarity with Oro Valley venues and the town. Section Three: Budget YTD Line Item Allocation Spent or Allocated Remaining Est. Total Spend Staffing for Social Media COMMS website $92,690 $97,065 -$4,375 $97,065 Regional Partnerships (SAACA) $50,000 $13,250 $36,750 $50,000 Public Art Tour $50,000 $33,000 $17,000 $40,000 Sponsorships $32,500 $34,000 -$1,500 $34,000 Tourney Fees $60,000 $14,411 $45,589 $25,000 Purchased Media $31,000 $27,322 $3,678 $27,322 Promo Materials $5,500 $2,481 $3,018 $4,000 Tourism Strategy Consultant $60,000 $78,510 -$18,510 $78,510 Web Platforms $30,000 $30,392 -$392 $30,392 Placer.ai $25,000 $28,410 -$3,410 $28,410 Staff Startup $5,000 $0 $5,000 $0 Administrative Expenses $6,300 $148 $6,151 $4,000 Master Account Incentives $50,000 $27,750 $22,500 $27,750 Trade Show Support $45,000 $25,000 $20,000 $25,000 Site Selector and FAM Visits $30,000 $10,000 $20,000 $15,000 Totals $572,990 $409,855 $165,134 $486,449 6 Explore OV DMO Report Paul Melcher, Community and Economic Development Director Crystal Franke, Destination Marketing Manager 2 Report Topics Operations Resort and Limited-Service Hotel Support Budget Update 3 Operations: Full DMO Presence 1.DMO Operations Shift mid-2024 2.Quarterly Stakeholder Meetings a)Advisory Board 3.Leisure Travel Plan a)Study Kick-off b)Website Development Coordination c)Post -Study Tourism Advisory Board 4.Marketing and Branding a)ExploreOV website b)ExploreOV App c)Instagram: OV and Shared Content 5.Group Events 6.Public Art Tours 7.Resort Support Strategies 4 Resort and Limited-Service Hotel Support 1.DMO Support Goals Marketing and Platforms 2.Trade show off-sets 3.Master Credit Account Support 4.Familiarization Events 5.Monthly check-ins Budget Summary Town of Oro Valley FY24-25 Budget Sponsorships and Fees $142,500 Group Event Sponsorships Tourney Application and Bid Fees Second Party Event Agreements TBD Public Art Tours Pilot Program Marketing and Platforms $126,010 Leisure Travel Strategy via Consultant Marketing, Social Media Webpage or other marketing platforms Promo Materials Resort Support $125,000 Meeting Planner & FAM Visits Contract Incentives OV Trade Show Participation Staffing Support $92,690 SM, DIGI Content and Webpage CIP for Venue Improvements Venue Assessment Venue Improvements Miscellaneous Operations $36,300 Administrative Expenses Staff Startup Expenses Placer AI 6 Budget Update: Expenditures YTD 7 Questions Paul Melcher, Community and Economic Development Director Crystal Franke, Destination Marketing Manager    Town Council Regular Session A. Meeting Date:03/19/2025   Requested by: Mike Standish Submitted By:Michelle Stine, Town Clerk's Office Department:Town Clerk's Office SUBJECT: Minutes - March 5, 2025 RECOMMENDATION: Staff recommends approval.  EXECUTIVE SUMMARY: N/A BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to approve (approve with the following changes) the March 5, 2025 minutes.  Attachments 3-5-25 Draft Minutes  D R A F T   MINUTES ORO VALLEY TOWN COUNCIL REGULAR AND STUDY SESSION MARCH 5, 2025 ORO VALLEY COUNCIL CHAMBERS 11000 N. LA CAÑADA DRIVE            REGULAR SESSION AT OR AFTER 6:00 PM   CALL TO ORDER    Mayor Winfield called the meeting to order at 6:02 p.m.   ROLL CALL Present: Joseph C. Winfield, Mayor Melanie Barrett, Vice-Mayor Harry Greene, Councilmember Joyce Jones-Ivey, Councilmember Mary Murphy, Councilmember Josh Nicolson, Councilmember Elizabeth Robb, Councilmember PLEDGE OF ALLEGIANCE    Mayor Winfield led the audience in the Pledge of Allegiance.   UPCOMING MEETING ANNOUNCEMENTS    Town Clerk Mike Standish announced the upcoming Town meetings and events.   MAYOR AND COUNCIL REPORTS ON CURRENT EVENT    Councilmember Jones-Ivey recognized Riley Woznicki, a 7th grader at Leman Academy, for her outstanding academics and community involvement. Councilmember Jones-Ivey congratulated Oro Valley resident and author, Tim Tarris, on his recent book titled The Lady and the Locket. Councilmember Jones-Ivey encouraged citizens to volunteer and participate in Amphi School Districts Project Graduation's upcoming events and fundraisers. Councilmember Greene reported the El Conquistador Tennis Facilities would host the USTA Level 1: National Spring Team Championships. Mayor Winfield reported that he and others attended a ribbon cutting for the new elevator and entrance at the Oro Valley Community and Recreation Center. Mayor Winfield encouraged residents to get envolved with OV Trails Connect, a planning effort dedicated to developing the Town's Trails Mster Plan. Resident participation opportunities could be found at OVTrailsConnect.com.   TOWN MANAGER'S REPORT ON CURRENT EVENTS    Town Manager Jeff Wilkins reported the following: OV and Golder Ranch Fire District would co-host Wildfire Safety Community Q&A Event to be held on Friday, March 14, 2025. Update on the Vistoso Trails Nature Preserve Oro Valley Community Night with the Tucson Roadrunners Night to be held on Sunday, March 16, 2025. Update on Celebrate Oro Valley   ORDER OF BUSINESS    Mayor Winfield reviewed the order of business and stated that the Executive Session and the following action item would be removed from the agenda. The remaining items would remain as posted.   INFORMATIONAL ITEMS    There were no informational items.   CALL TO AUDIENCE    Oro Valley resident Matt Wood spoke regarding Rancho Vistoso HOA's vote on possible enforcement to restrict on-street parking on public roadways. Mr. Wood also asked that the public receive frequent updates on the Vistoso Trails Nature Preserve project. Oro Valley resident Bill Sugars voiced his concerns regarding the Vistoso Trails Nature Preserve. Oro Valley resident Linette Mock voiced her concerns regading the Vistoso Trails Nature Preserve. Oro Valley resident Pat Tebo voiced his concerns regarding the Vistoso Trails Nature Preserve. Oro Valley resident Tricia Tozier voiced her concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Casey King spoke in support of the Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Doug Dalby voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident David Carroll spoke in support of the Oro Valley Church of the Nazarene rezoning request. Oro Valley resident David Deivert voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Ray Hahn spoke in support of the Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Tim Tarris voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Trindy LeForge voiced her concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Tim Fagan voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Robert Sabo spoke in support of the Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Chris Baird spoke in support of the Oro Valley Church of the Nazarene rezoning request. Robert Hirsch spoke in support of the Oro Valley Church of the Nazarene rezoning request. Mayor Winfield recessed the meeting at 7:03 p.m. Mayor Winfield reconvened the meeting at 7:08 p.m.   PRESENTATIONS   1.Recognition of outgoing Board and Commission Members       Mayor Winfield expressed appreciation for their service, to the Oro Valley Board and Commission members who were not in attendance. Mayor Winfield recognized the following outgoing Oro Valley Board and Commission members for their service and who were in attendance. Joan Plego - Historic Preservation Commission Auvie Lee - Historic Preservation Commission Gary Temple - Parks and Recreation Advisory Board Gary Mattson - Stormwater Utility Commission   2.Presentation and possible discussion of the Town's FY 24/25 Quarterly Financial Update through December 2024       Deputy Finance Director Wendy Gomez presented the Town's FY 24/25 Quarterly Financial Update through December 2024 and included the following: General Fund Highway Fund Community Center Fund Capital Fund Water Utility Fund Stormwater Utility Fund Discussion ensued amongst Council and staff regarding the Town's FY 24/25 Quarterly Financial Update through December 2024.   3.Presentation and possible discussion regarding the Town's preliminary five-year financial forecast through FY 2029/2030       Chief Financial Officer Dave Gephart presented the Town's preliminary five-year financial forecast through FY 2029/2030 and included the following: Overview General Fund Sources - Assumptions General Fund Sources - Forecast General Fund Uses - Assumptions General Fund Uses - Forecast General Fund Forecast Highway Fund Sources - Assumptions Highway Fund Uses - Assumptions Highway Fund Uses - Forecast Highway Fund Forecast Capital Fund Sources - Assumptions Capital Fund Sources - Forecast Capital Fund Uses - Assumptions Capital Fund Uses - Forecast Capital Fund Forecast Community Center Fund Sources - Assumptions Community Center Fund Uses - Assumptions Community Center Fund Uses - Forecast Community Center Fund Forecast Total Non-Enterprise Debt Service Due by Year Discussion ensued amongst Council and staff regarding the Town's preliminary five-year financial forecast throught FY 2029/2030.   CONSENT AGENDA   A.Minutes - February 13 and February 19, 2025      B.Resolution No. (R)25-05, delegating authority to the Oro Valley Chief of Police to sign and enter a subgrantee agreement between the Town of Oro Valley and the Arizona Department of Homeland Security to fund overtime and mileage under the Operation Stonegarden program      C.Resolution No. (R)25-06, delegating authority to the Oro Valley Chief of Police to sign and enter a subgrantee agreement between the Town of Oro Valley and the Arizona Department of Homeland Security to fund equipment under the Operation Stonegarden program      D.Appointment to the Budget and Finance Commission (BFC)      Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to approve Consent items (A) through (D).  Vote: 7 - 0 Carried            REGULAR AGENDA   1.RESOLUTION NO. (R)25-07, PROVIDING NOTICE OF INTENT TO INCREASE THE POTABLE WATER BASE RATES AND INCREASE THE POTABLE WATER COMMODITY RATES FOR THE ORO VALLEY WATER UTILITY       Water Utility Director Peter Abraham presented item #1 and included the following: Notice of Intent (NOI) to Increase Water Rates Rate Drivers Proposed Potable Water Rates and Fees Potable Water Cost Comparisons Schedule    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to approve Resolution No. (R)25-07, providing notice of intent to increase the potable water base rates and increase the potable water commodity rates for the Oro Valley Water Utility. Discussion ensued amongst Council and staff regarding item #1.    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to approve Resolution No. (R)25-07, providing notice of intent to increase the potable water base rates and increase the potable water commodity rates for the Oro Valley Water Utility.  Vote: 7 - 0 Carried   FUTURE AGENDA ITEMS    No future agenda items were requested.   ADJOURNMENT OF THE REGULAR SESSION    Mayor Winfield adjourned the regular session at 8:40 p.m.   STUDY SESSION    Mayor Winfield recessed the meeting at 8:41 p.m. Mayor Winfield reconvend the meeting at 8:47 p.m.   CALL TO ORDER    Mayor Winfield called the study session to order at 8:48 p.m.            STUDY SESSION AGENDA   1.DISCUSSION REGARDING COMMUNITY AND ECONOMIC DEVELOPMENT STAFF REPORT REGARDING ORO VALLEY RETAIL AND RESTAURANT GAP ANALYSIS       Community and Economic Development Director Paul Melcher presented the report regarding Oro Valley Retail and Restaurant GAP Analysis and included the following: Leakage Analysis Topics Retail and Restaurant Leakage and Surplus: What is it? Retail Gap/Leakage: Why is it important? OV Resident Visits and Leakage Supply and demand, Leakage and Surplus Top 10 Sources of Leakage by Category Tuson Metro Area "Pull" Commercial Node Pull Examples Strategies and Recommendations Reminder: Why is it important? Discussion ensued amongst Council and staff regarding Study Session item #1.   ADJOURNMENT OF STUDY SESSION    Mayor Winfield adjourned the Study Session at 9:27   RESUME REGULAR SESSION    This item was removed from the agenda during the Order of Business.   EXECUTIVE SESSION   1.Pursuant to A.R.S. 38-431.03 (A)(4) to discuss and consult with its representatives concerning contract negotiations for the acquisition of property       This item was removed from the agenda during the Order of Business.   RESUME REGULAR SESSION    This item was removed from the agenda during the Order of Business.   CALL TO ORDER    This item was removed from the agenda during the Order of Business.            REGULAR AGENDA   2.APPROVAL OF ANY DIRECTION TO THE TOWN ATTORNEY AND/OR NECESSARY STAFF AS DISCUSSED IN EXECUTIVE SESSION PERTAINING TO CONTRACT NEGOTIATIONS FOR THE ACQUISITION OF PROPERTY       This item was removed from the agenda during the Order of Business.   ADJOURNMENT   _____________________________________________ Michelle Stine, MMC Deputy Town Clerk I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the regular and study session of the Town of Oro Valley, Arizona held on the 5th day of March 2025. I further certify that the meeting was called and held and that a quorum was present. _____________________________________________ Mike Standish, CMC Town Clerk    Town Council Regular Session B. Meeting Date:03/19/2025   Requested by: Michael Alexander Submitted By:Michael Alexander, Public Works Department:Public Works SUBJECT: Resolution No. (R)25-08, authorizing the Public Works Department to apply for grants from the Arizona Department of Transportation (ADOT) for funding to replace vehicles and other capital projects for the Transit Services division RECOMMENDATION: Staff recommends approval. EXECUTIVE SUMMARY: The Arizona Department of Transportation (ADOT) oversees the federal 5310 grant programs and has requested the Town update its resolution authorizing the Public Works Department - Transit Division to apply for these grants. This authorization allows the Town to obtain grants for the purpose of purchasing para-transit vehicles and other capital projects related to the transportation of seniors and disabled residents of the Town. BACKGROUND OR DETAILED INFORMATION: Since October 1996, the Town has owned and operated a transit service for elderly and disabled residents. The Transit Services division currently has a fleet of 30 vehicles, providing approximately 250-300 trips per day. Older fleet vehicles need to be replaced to meet the increasing demand for transit services by the community. The ADOT Section 5310 or Elderly Individuals and Individuals With Disabilities Transportation Program is a federal grant program designed to provide capital awards, primarily in the form of vehicles, to qualified agencies serving predominately senior and/or disabled persons. FISCAL IMPACT: Adopting this resolution will allow the Town to obtain grants to offset 80% of cost of vehicles and other capital projects, which will result in the Town saving approximately $116,000 per vehicle, resulting in a cost of approximately $33,000 per vehicle to the Town. SUGGESTED MOTION: I MOVE to (APPROVE or DENY) Resolution No. (R)25-08, authorizing and approving the Public Works Department to apply for grants through ADOT for funding to replace vehicles and other capital projects for the Transit Services division. Attachments (R)25-08 ADOT Vehicle Funding 2.21.25  ADOT Grant FY 2526  RESOLUTION NO. (R)25-08 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, AUTHORIZING THE TOWN ENGINEER, OR THEIR DESIGNEE, TO APPLY FOR AND ENTER INTO A GRANT AGREEMENT BETWEEN THE TOWN OF ORO VALLEY AND THE ARIZONA DEPARTMENT OF TRANSPORTATION FOR THE FUNDING OF VEHICLES AND OTHER CAPITAL PROJECTS FOR THE TRANSIT SERVICES DIVISION; AND DIRECTING THE TOWN MANAGER, TOWN CLERK, TOWN LEGAL SERVICES DIRECTOR, OR THEIR DULY AUTHORIZED OFFICERS AND AGENTS TO TAKE ALL STEPS NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION WHEREAS, pursuant to 49 U.S.C. § 5310, the Secretary of Transportation may make grants to state and local governmental authorities for public transportation capital projects planned, designed, and carried out to meet the special needs of elderly individuals and individuals with disabilities; and WHEREAS, the Multimodal Planning Division (MPD) of the Arizona Department of Transportation (ADOT) administers the Federal Transit Administration’s (FTA) Elderly Individuals and Individuals with Disabilities Transportation Program; and WHEREAS, pursuant to A.R.S. 11-952, the Town of Oro Valley (the Town) has the authority to enter into agreements with other public agencies to jointly exercise its powers and carry out its responsibilities; and WHEREAS, the Public Works Department, Transit Services Division, is in need of replacing or increasing service vehicles; and WHEREAS, the Town desires to apply for and enter into a Grant Agreement, attached hereto as Exhibit “A”, between the Town and ADOT, to fund the purchase of vehicles to assist elderly and disabled residents with transit services; and WHEREAS, ADOT shall purchase the vehicles for the Town and the Town shall pay approximately twenty percent (20%) of the total purchase cost for the vehicles, approximately $33,000.00 per vehicle; and WHEREAS, it is in the interest of the Town of Oro Valley to authorize Town Engineer, or their designee, to apply for and enter into the Grant Agreement, attached hereto as Exhibit “A”, between the Town and ADOT, to fund the purchase of vehicles to assist elderly and disabled residents with transit services. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Oro Valley, Arizona, that: SECTION 1. Town Engineer, or their designee, is hereby authorized to apply for and enter into the Grant Agreement, attached hereto as Exhibit “A”, between the Town and ADOT, to fund the purchase of vehicles to assist elderly and disabled residents with transit services. SECTION 2. The Town Manager, Town Clerk, Town Legal Services Director, or their duly authorized officers and agents are hereby authorized and directed to take all steps necessary to carry out the purposes and intent of this resolution. SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this Resolution, or the Grant Agreement attached hereto as Exhibit “A”, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. SECTION 4. All Oro Valley resolutions or motions and parts of resolutions or motions of the Council in conflict with the provision of this Resolution are hereby repealed. PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona, this 19th day of March, 2025. TOWN OF ORO VALLEY, ARIZONA Joseph C. Winfield, Mayor ATTEST:APPROVED AS TO FORM: Michael Standish, Town Clerk Tobin Sidles, Legal Services Director Date: Date: EXHIBIT “A” 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement CAR Agreement Number AG Contract Number P0012013003419 AFIS Payment Number and Address Code IV0000001910 I0003 Unique Entity ID M1KGM1EJMNJ4 Program / Phase Number Eligible From Date Eligibility Expiration Date Project Details Please Refer to Exhibit A GRANT AGREEMENT BETWEEN THE ARIZONA DEPARTMENT OF TRANSPORTATION MULTIMODAL PLANNING DIVISION acting for and on behalf of THE STATE OF ARIZONA AND Town of Oro Valley This GRANT AGREEMENT, established pursuant to Arizona Revised Statutes (A.R.S.) § 28-334, is entered into between the ARIZONA DEPARTMENT OF TRANSPORTATION (ADOT) MULTIMODAL PLANNING DIVISION (MPD) acting for and on behalf of THE STATE OF ARIZONA herein referred to as the STATE , and Town of Oro Valley a Other agency herein referred to as the SUBRECIPIENT . The STATE and the SUBRECIPIENT are collectively referred to as the “Parties”, and individually as STATE , SUBRECIPIENT, and “Party”. I. RECITALS 1)STATE is authorized to enter into this Agreement and has delegated to the undersigned the authority to execute this Agreement on behalf of STATE . 2)SUBRECIPIENT has obtained appropriate action by ordinance or resolution or otherwise pursuant to the laws or other rules and regulations applicable to it and its governing bodies and is authorized to enter into this Agreement and has delegated to the undersigned the authority to execute this Agreement on behalf of SUBRECIPIENT . 3)The Governor of the STATE of Arizona , in accordance with a request by the Federal Transit Administration, hereinafter referred to as FTA , has designated the Arizona Department of Transportation as the responsible agency to evaluate and select proposed projects and to coordinate grant applications. The current State Management Plan, Program Guidebook, FTA Master Agreement, and the Program Application , incorporated herein by reference, prescribe the STATE's Administrative Policies and Requirements for the Program . Page 1 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement 4)Exhibit A: Project Award Description provides the Project Award Description , Eligibility Dates, Funding Participation, and Match Requirements. 5)Exhibit B: Program Description and Communication and Contact Information provides the statutory reference and describes rules, regulations, and requirements specific to the program(s) awarded in this Agreement and provides contact information relevant to this Agreement . 6)Exhibit C: Responsibility Matrix delineates key requirements specific to roles. 7)Exhibit D: Procurement and Third Party Contract Provisions provides rules specific to SUBRECIPIENT procurement in this Agreement and provides a table of federal clauses required for procurement agreements. 8)Exhibit E: Discrimination & Title VI Requirements provides mandatory Title VI requirements . 9)Exhibit F: Disadvantaged Business Enterprise (DBE) Requirements provides mandatory DBE requirements. 10)Exhibit G: Insurance (Risk Management) Requirements provides mandatory insurance requirements. 11)Exhibit H: Language Modifications provides exceptions, exemptions, and language variations for Agreements with Tribes, Nations, or Native Indian Communities 12)The STATE and the SUBRECIPIENT desire to secure the PROJECT as described in Exhibit A through the expenditure of FTA grant funds and to use said funding to provide services for eligible Program participants of the STATE of Arizona within the SUBRECIPIENT’s service area , and carried out according to this Agreement and under the applicable sections of 49 USC Chapter 53 as described in Exhibit B. 13)The STATE and the SUBRECIPIENT desire defining their respective responsibilities related to the expenditure and reimbursement of up to the amount of funds described in Exhibit A and referred to as the PROJECT within the authority granted by the Program described in Exhibit B . 14)SUBRECIPIENT qualified local match and fees for the PROJECT to be procured by the STATE is due upon demand and prior to procurement. Match for PROJECT to be procured by SUBRECIPIENT shall be indicated in and deducted from request for reimbursement . All other match is due over the life of the award or as otherwise detailed in Exhibit A . 15)The APPLICATION for this Agreement does not constitute the AWARD amount . The AWARD will be demonstrated in Exhibit A of this Agreement , incorporated into the document at the time of execution and/or as updated from time-to-time by mutual consent. Page 2 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement 16)The State has the authority to re-distribute Award if the signed Agreement or subsequent Amendment is not received by the program required deadline, or if applicable cash Match (if required) is not received by the established due date. THEREFORE, in consideration of the mutual agreements expressed herein, it is agreed as follows: II. SCOPE 1)SUBRECIPIENT shall provide specific public transportation services or activities related to eligible funding, herein called the PROJECT, to eligible Program participants, in accordance with the SUBRECIPIENT’S application(s), incorporated herein as referenced and as allowable under the relevant section of 49 U.S.C. Chapter 53 as described in Exhibit B and the PROJECT description and Award described in Exhibit A . 2)PROJECT expense and cost awards will be detailed in Exhibit A . Awards may consist of any combination of expense or cost categories eligible in the associated grant program such as equipment or capital categories to be procured by ADOT , equipment or capital categories to be procured by SUBRECIPIENT, operating, intercity, administrative, planning, mobility management, or others. Generally allowable and unallowable expenses\costs are described in 2 CFR 200.400-.476. The Program will determine permissibility of individual cost elements not specifically described in regulation. 3)PROJECT Award is limited to the quantity and description of the items identified in Exhibit A . For those items with estimated amounts pending procurement that is to be completed by the SUBRECIPIENT, the estimated pricing shall be considered not-to-exceed pricing specific to the quantity and description of identified items. Any needed or desired variation from quantity, description, or pricing must be requested in writing and approved by the ADOT Transit Program Manager prior to procurement. Approvals will result in a modified Exhibit A being issued with updated approved not-to-exceed award, pricing, and match indicated. For PROJECT Award items being procured by ADOT , actual pricing that exceeds the estimate on Exhibit A will be confirmed with the SUBRECIPIENT prior to purchase . 4)SUBRECIPIENT eligible PROJECT expenditures or incurrence of costs may not occur prior to the “Expenses Eligible from Date” and must occur prior to the “Eligibility Expiration Date” established in Exhibit A . All support documentation must be dated within that established data range to be considered eligible. The SUBRECIPIENT may not incur any costs for work outlined in any subsequent amendments prior to receiving an executed Modified Exhibit A signed by the ADOT Transit Program Manager or ADOT Transit Manager . Any costs incurred prior to receiving such written document shall be treated as pre-award costs and shall not be eligible for reimbursement in accordance with 2 CFR 200.458. Page 3 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement 5)PROJECT-appropriate expenses and costs associated with the PROJECT Award , supported by receipts and other suitable and appropriate documentation pursuant to 2 CFR 200 Subpart E - Cost Principles (2 CFR 200.400-.476), and ADOT, as appropriate, and incurred within the Exhibit A established date range are eligible for reimbursement upon execution of this Agreement . Final reimbursement requests must be received no later than 45 days after the Eligibility Expiration Date occurs to be eligible for reimbursement unless an extension has been granted by the ADOT Transit Program Manager . a.Certifications Required: As required pursuant to 2 CFR 200.415(b) to assure that expenditures are proper and in accordance with the terms and conditions of the Federal award and approved project budgets. Mark the check box in the E-Grants Reimbursement which confirms this requirement/certification. 6)The SUBRECIPIENT must exercise the State’s tribal consultation and coordination protocol . The purpose for this provision is to ensure compliance with ADOT’s MGT -16.01 DEPARTMENT-WIDE NATIVE NATION/TRIBAL GOVERNMENT CONSULTATION POLICY found in the transit program guidebook and Arizona Revised Statute Section 41-2051, Subsection C - Responsibilities of state agencies located at: https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/02051.htm . An ADOT Tribal Transportation Consultation Online Training Course and Handbook are available to the SUBRECIPIENT on the Arizona Tribal Transportation website at : https://aztribaltransportation.org/training . III. RESPONSIBILITIES 1)ADOT will: a.Review PROJECTS for compliance with statutory requirements, oversight requirements, and program guidance. b.Review documentation supporting PROJECT expenditures for eligibility and ensure program match requirements are met. c.Review invoices, when appropriate to the Grant Award , from SUBRECIPIENT and reimburse SUBRECIPIENT within 30 calendar days after receipt and approval of invoices, in a total amount not to exceed the lesser of the approved invoiced costs or the Grant Award. d.Communicate with SUBRECIPIENT and FTA as necessary to facilitate program compliance and procedural efficiency . e.Monitor all activities performed by its SUBRECIPIENTS to assure that the work is being Page 4 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement managed and performed satisfactorily and that time schedules are being met in accordance with 2 CFR 200.329. f.Administer FTA funds allocated to the SUBRECIPIENT and ensure that such funds are expended for eligible costs, purpose and activities in accordance with 49 CFR 601-674, that are allowable per 2 CFR 200.400-.476 as adopted or otherwise modified pursuant to 2 CFR 1200-1299. 2)SUBRECIPIENT will: a.Administer the grant from award to closeout. b.Take necessary steps to ensure compliance with program or Agreement stipulated deadlines. c.Develop and have in place prior to use of award internal policies and systems that ensure effective management of awards and compliance with grant requirements . d.Implement strong internal controls for accounting and compliance with grant terms and conditions and ensure that SUBRECIPIENT financial management system and any other system used for documentation or compliance is appropriate to implement the Project. The financial management systems must comply with all the requirements of 2 CFR 200.302 (see 2 CFR 200.328, 200.329, 200.334, 200.335, 200.336, 200.337, and 200.450). 1.The SUBRECIPIENTs financial management system must identify 2 CFR 200.302(b): a. All Federal awards received and expended and the Federal programs under which they were received, including Assistance Listings title and number, Federal award identification number, year the Federal award was issued, and name of the Federal agency or pass-through entity; b. Accurate, current, and complete disclosure of the financial results of each Federal award or program in accordance with the reporting requirements in §§ 200.328 and 200.329. c. Maintaining records that sufficiently identify the amount , source, and expenditure of Federal funds for Federal awards. All records must be supported by source documentation. d. Effective control over and accountability for all funds , property, and Page 5 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement assets. The recipient or subrecipient must safeguard all assets and ensure they are used solely for authorized purposes. (See 2 CFR 200.303) e. Comparison of expenditures with budget amounts for each Federal award. f. Written procedures to implement the requirements of § 200.305. g. Written procedures for determining the allowability of costs in accordance with subpart E and the terms and conditions of the Federal award. 2.Pursuant to 2 CFR 200.303, the SUBRECIPIENT shall establish and maintain effective internal control over the Federal award that provides reasonable assurance that the SUBRECIPIENT is managing the Federal award in compliance with Federal statutes, regulations, and the terms and conditions of the Federal award. These internal controls should be in compliance with guidance in “Standards for Internal Control in the Federal Government” issued by the Comptroller General of the United States or the “Internal Control Integrated Framework”, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The SUBRECIPIENT shall take reasonable cybersecurity and other measures to safeguard protected personally identifiable information and other information the Federal awarding agency or ADOT designates as sensitive or the SUBRECIPIENT considers sensitive consistent with applicable Federal, State, local, and tribal laws regarding privacy and responsibility over confidentiality. 3.The SUBRECIPIENT shall comply with the U.S. Constitution, Federal statutes, regulations, and the terms and conditions of the Federal awards. 4.The SUBRECIPIENT shall evaluate and monitor its and its SUBRECIPIENTs compliance with statutes, regulations and the terms and conditions of Federal awards. 5.The SUBRECIPIENT shall take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings. 6.The SUBRECIPIENT shall take reasonable measures to safeguard protected personally identifiable information and other information the Federal awarding agency or ADOT designates as sensitive or the SUBRECIPIENT considers sensitive consistent with applicable Federal, State, local, and tribal laws regarding privacy and responsibility over confidentiality. Page 6 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement 7.The SUBRECIPIENT shall establish separate accounts for each work element of the Project Budget, to be maintained within its existing accounting system or set up independently. Such accounts are referred to herein collectively as the Project Account. The Project Account and supporting documentation as set forth in 2 CFR 200 et seq., shall be made available upon request for examination by ADOT , FTA, or the Comptroller General of the United States in accordance with the requirements of 2 CFR 200.337. 8.Documentation shall be collected and stored as designated in 2 CFR 200.336; whenever practicable, in open and machine-readable formats rather than in closed formats or on paper in accordance with applicable legislative requirements. 9.The SUBRECIPIENT shall record in the Project Account all payments received by it from ADOT pursuant to this article and all other funds provided for , accruing to, or otherwise received on account of the Project, which ADOT Payments and other funds are herein collectively referred to as Project Funds. 10.The SUBRECIPIENT shall charge to the Project Account all eligible costs of the Project. Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of ADOT and FTA shall not be considered eligible costs. Determination of eligible costs shall be in accordance with the requirements of 2 CFR 200.402 to 2 CFR 200.414 and 2 CFR 200.420 to 2 CFR 200.475. e.Establish a budget of the costs required to perform the Project and a method for monitoring actual costs against the budget. f.Submit payment of Grant required MATCH upon demand by the STATE and /or as indicated in Exhibit A. Administrative fees and local match must be remitted from funds as qualified under the applicable 49 USC regulations. Match is defined as monies from non-federally funded sources used for matching or cost sharing requirements as defined and allowed under 2 CFR 200.306 and 2 CFR 200 Subpart E Cost Principles (2 CFR 200.400-.476). Local match must be remitted from funds of the program for which it was awarded as qualified under the applicable 49 USC regulations. Most federally-funded programs cannot use federal funds to provide match but 49 USC may provide certain exceptions to that stipulation under the specific funding section\title. The SUBRECIPIENT will ensure that matching funds qualify under the appropriate section\title of 49 USC as appropriate to the awarded PROJECT(s) indicated in Exhibit A . g.Comply with all terms of the Grant Program in accordance with the SUBRECIPIENT application(s) and the current Program Guidebook in effect at the time of application or subsequently revised in writing and by notice, incorporated herein as referenced. h.Obtain prior written concurrence of the State before assigning any portion of the work to be Page 7 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement performed under this Agreement or execute any contract , amendment, or change order thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this Agreement . i.Communicate contractual requirements to contractors and subcontractors and ensure all the requirements of this Agreement are incorporated by means of a contract or other legally binding documents stipulating the contractor and/or subcontractor’s responsibility to comply with this Agreement. j.In the event of an accident involving any equipment funded under this Agreement , the SUBRECIPIENT shall, within 48 hours, notify the ADOT Transit Program Manager and the MPD Transit Group Manager (see Exhibit titled PROGRAM DESCRIPTION AND COMMUNICATIONS AND CONTACT INFORMATION) electronically via email. The SUBRECIPIENT agrees to request from and adhere to guidance from the ADOT Transit Program Manager regarding insurance proceeds. For insurance proceeds provided to ADOT, ADOT shall follow the requirements of FTA Circular 5010. The SUBRECIPIENT shall never return funds directly to FTA . k.Communicate with STATE and FTA as necessary to facilitate program compliance and procedural efficiency. l.Provide all required reports as prescribed by the current Program Guidebook or as requested by ADOT in a timely manner and as required by the STATE . m.Ensure users of PROJECT equipment and /or services meet applicable federal and state regulations and statutes. n.Review documentation supporting PROJECT expenditures for eligibility and ensure program match requirements are met. o.Comply with Performance Measure requirements as established by FTA and designated by the STATE for its compliance. p.Comply with Cross-Cutting requirements for transit asset management plans and reporting of asset inventory and condition information as established by FTA and designated by the STATE for its compliance. q.Demonstrate that funds are expended for eligible and allocable activities; track receipts, disbursements, assets, liabilities, and balances; and track and report program income. r.Report to the STATE as required by the program but at a minimum request reimbursement quarterly in E-Grants, for categorized reimbursable Project costs/expenses awarded as detailed in Exhibit A, as authorized and allowable under the federal grant requirements, Page 8 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement and supported as required with vendor invoices, original receipts, or other suitable and appropriate documentation. In the event that no expenditures occurred during a reporting period, submit a zero dollar invoice. A system-generated expense or general ledger report and program-required forms must be submitted with the reimbursement request. Detailed support documentation shall be maintained by the SUBRECIPIENT and shall not be submitted to ADOT unless and until requested. In the event a system-generated expense or general ledger cannot be provided, it is acceptable to use a manually-created or spreadsheet ledger. However, in this case, all support documentation must also be submitted. The State implemented an invoicing module within the Arizona E -Grants Transit Grant Management System (E-Grants). All invoices shall be submitted electronically. Paper invoicing will no longer be accepted. The SUBRECIPIENT agrees that all invoices and supporting documentation shall be submitted electronically through E-Grants. To be eligible for reimbursement , costs must meet the following general criteria: •Be a direct cost. Indirect costs are eligible for reimbursement only with an indirect cost plan approved by the SUBRECIPIENTs federal cognizant agency and accepted by ADOT as indicated on Exhibit A . •Be necessary and reasonable for proper and efficient performance and administration of the Project; •Be an eligible expense under federal and state statutes and program regulations; •Be treated consistently. A cost may not be assigned to the grant as a direct cost if any other cost incurred for the same purpose in like circumstances has been allocated to a grant as an indirect cost; •Be determined in accordance with generally accepted accounting principles; •Not be included as a cost or used to meet cost sharing or matching requirements of any other Federal award in either the current or a prior period, nor will it be used as such in future periods; •Be the net of all applicable credits; and Page 9 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement •Be adequately documented to include a system generated financial summary, or Excel spreadsheet accompanied by appropriate backup documentation (i.e. invoices, payroll, etc.), disclosing an expense amount that matches the invoice amount. Grantees and subgrantees must maintain records which adequately identify the source and application of funds provided for financially-assisted activities. These records must contain information pertaining to grant or subgrant awards and authorizations, obligations, unobligated balances, assets, liabilities, outlays or expenditures, and incomes. As defined in 2 CFR 1201.80, program income means gross income earned by the non-Federal entity that is directly generated by a supported activity or earned as a result of the Federal award during the period of performance. (See 2 CFR 200.1 Period of performance.) Program income includes but is not limited to income from fees for services performed, the use or rental of real or personal property acquired under Federal awards, the sale of commodities or items fabricated under a Federal award, license fees and royalties on patents and copyrights, and principal and interest on loans made with Federal award funds. Interest earned on advances of Federal funds is not program income. Except as otherwise provided in Federal statutes, regulations, or the terms and conditions of the Federal award, program income does not include rebates, credits, discounts, taxes, special assessments, levies, and fines raised by a grantee and subgrantee, and interest earned on any of them. All costs charged to the Project, including any approved services contributed by the SUBRECIPIENT or others, shall be supported as required by 2 CFR 200.302 (b)(3) and 2 CFR 200 et seq. Accounting records must be supported by such source documentation as canceled checks, paid bills, payrolls, time and attendance records, contracts and sub-grant award documentation, etc. In accordance with 2 CFR 200 et seq. where the records must be supported by a system of internal control which provides reasonable assurances that the charges are accurate, allowable, and properly allocated; be incorporated into the official records of the SUBRECIPIENT; reasonably reflect the total activity or expense; encompass both federally assisted and all other activities on an integrated basis; and comply with the established accounting policies and practices of the SUBRECIPIENT; and include distribution among cost objectives where federal and non-federal or multiple federal distributions occur or between direct and indirect cost activities. Submit an Indirect Cost Plan that has been approved by the SUBRECIPIENT cognizant agency if and only if indirect costs will be billed for reimbursement. FTA Circular 5010 requires all grantees who intend to seek payment for indirect costs to prepare a Cost Allocation Plan (CAP) or Indirect Cost Rate Proposal (ICRP) for each period of performance. In the absence of an approved plan or when the SUBRECIPIENT Page 10 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement does not qualify or elect the de minimis rate, indirect costs may not be reimbursed. Indirect Cost Rate Proposals must be approved by the applicable Cognizant Federal agency. Pursuant to 2 CFR 200.1, the cognizant agency for indirect costs means the Federal agency responsible for reviewing, negotiating, and approving cost allocation plans or indirect cost proposals on behalf of all Federal agencies. This is not necessarily the same as the cognizant agency for audit purposes. For assignments of cognizant agencies see the following: 1.For IHEs: Appendix III to Part 200-Indirect (F&A) Costs Identification and Assignment, and Rate Determination for Institutions of Higher Education (IHEs), paragraph C.11. 2.For non-profit organizations: Appendix IV to Part 200-Indirect (F&A) Costs Identification and Assignment , and Rate Determination for Non-Profit Organizations, paragraph C.12. 3.For state and local governments: Appendix V to Part 200-State/Local Government-wide Central Service Cost Allocation Plans , paragraph F.1. 4.For Indian tribes: Appendix VII to Part 200-States and Local Government and Indian Tribe Indirect Cost Proposal , paragraph D.1. Pursuant to 2 CFR 200.414 (f) any non-Federal entity (state and local governments and Indian Tribes receiving more than $35 million) that has never received a negotiated indirect cost rate may elect to charge a de minimis rate of up to 15% of modified total direct costs which may be used indefinitely. As described in 2 CFR 200.403, Factors Affecting Allowability Of Costs , costs must be consistently charged as either indirect or direct costs, but may not be double charged or inconsistently charged as both. If chosen, this methodology once elected must be used consistently for all Federal awards until such time as the non-Federal entity chooses to negotiate for a rate, which the non-Federal entity may apply to do at any time. No documentation is required to justify the 15% de minimis indirect cost rate, but an indirect cost plan is still required to document the intent to apply the de minimis rate. State, Local Governments, and Indian Tribes must comply with Appendix VII to 2 CFR 200. Costs must meet the specified general criteria in order to be allowable under Federal awards and must be reasonable and not exceeding that which would be incurred by a prudent person at the time the decision was made to incur the cost. Detailed explanation of general provisions, basic considerations for costs, and explanation of classifying costs as either direct or indirect is located in 2 CFR Part 200 Subpart E: Cost Principles (https://www.ecfr.gov/current/title-2/part-200/subpart-E). Pursuant to 2 CFR 200.414 (g) Any non-Federal entity that has a current federally negotiated indirect cost rate may apply for a one-time extension of the rates in that agreement for a period of up to four years. This extension will be subject to the review and approval of the cognizant agency for indirect costs. If an extension is granted, the Page 11 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement non-Federal entity may not request a rate review until the extension period ends. At the end of the 4-year extension, the non-Federal entity must re-apply to negotiate a rate. Subsequent one-time extensions (up to four years) are permitted if a renegotiation is completed between each extension request. ADOT will not reimburse indirect costs if an Indirect Cost Allocation Plan or if a documented de minimis rate certification is not in place. Indirect costs, as defined in 2 CFR 200 et seq. are costs that are: 1.incurred for a common or joint purpose benefiting more than one cost objective; 2.not readily assignable to the cost objectives specifically benefited without effort disproportionate to the results achieved; and 3.originating in the grantee’ department as well as those incurred by other departments in supplying goods, services, and facilities to the grantee department. Cognizance may have multiple meanings. OMB has assigned cognizant audit agencies for State and Local governments. See Federal Register (51 FR 552, Jan 6, 1986). For all other purposes, cognizant agency is defined in federal regulations. Cognizant agency for audit: The Federal agency designated to carry out the responsibilities described in 2 CFR 200.513 Responsibilities, paragraph (a). The cognizant agency for audit is not necessarily the same as the cognizant agency for indirect costs. A list of cognizant agencies for audit may be found at the Federal Audit Clearinghouse Web site . If an indirect cost plan approved by a Federal cognizant agency has not been received by the time of execution of this Agreement , indirect costs will not be permitted. Subsequent submission of an approved plan will not grant retroactive eligibility of indirect costs; only costs incurred subsequent to ADOT receipt and written acknowledgement of the approved plan will be eligible for indirect costs. In the event that the applying agency primarily receives FTA funds but is not a direct recipient of those funds, ADOT will function as the cost plan approver as delegated by FTA. If ADOT will function as the approver , the indirect cost plan must be in compliance with 2 CFR 200 Appendix V, VI, or VII as applicable and must be received with the signed original of this Agreement . Subsequent requests for ADOT approval within the effective period of this Agreement award will not be accepted . s.Submit program required reports of procurement activities according to the Exhibit labeled: PROCUREMENT AND THIRD PARTY CONTRACT PROVISIONS and submit Page 12 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement reports of contract activities as requested by the ADOT Transit Program Manager or the MPD Contracts Program Manager. t.As required by 2 CFR 200.337, ADOT and each federal funding agency shall have the right to access and review the work (and provide approval or concurrence as appropriate). The SUBRECIPIENT shall grant access to and allow review of work records , technical reports, annual reporting, and all data prepared by the SUBRECIPIENT related to the programs under this Agreement . If the State or FTA finds that the work performed fails to comply with any requirement (e.g. tasks are not conducted in accordance with approved programs or tasks are found to be inconsistent with federal or state guidelines), the State or FTA may use enforcement actions contained in 2 CFR 200.339 to remedy the situation and any other appropriate remedies available at law. Right of access lasts as long as the records are retained (2 CFR 200.337(c)). Pursuant to 2 CFR 200.337(b), the SUBRECIPIENT, ADOT, and the Federal agency must take measures to protect the name of victims of a crime when access to the victim's name is necessary. Only under extraordinary and rare circumstances would such access include a review of the true name of victims of a crime. Routine monitoring cannot be considered extraordinary and rare circumstances that would necessitate access to this information. Any such access, other than under a court order or subpoena pursuant to a bona fide confidential investigation, must be approved by the head or delegate of the Federal agency. Pursuant to 2 CFR 200.338, a Federal agency may not limit public access to award records unless information is protected personally identifiable information (PII) or sensitive information when the Federal agency can demonstrate such records will be kept confidential and would have been exempted from disclosure pursuant to the Freedom of Information Act (FOIA) (5 U.S.C. 552) or controlled information pursuant to Executive Order 13556-Controlled Unclassified Information. FOIA does not apply to records under ADOT’s or the SUBRECIPIENT’s control as it relates to the funding in this Agreement except as required in 2 CFR 200.315 Intangible Property." u.As required by 2 CFR 200.336, whenever practicable, the SUBRECIPIENT shall collect, transmit, and store Federal award-related information in open and machine-readable formats rather than in closed formats or on paper in accordance with applicable legislative requirements. A machine-readable format is a format in a standard computer language (not English text) that can be read automatically by a web browser or computer system. The SUBRECIPIENT must always provide or accept paper versions to include not more than an original and two copies of Federal award-related information upon request. When original records are electronic and cannot be altered, there is no need to create and retain paper copies. When original records are paper, electronic versions may be substituted through the use of duplication or other forms of electronic media provided that they are subject to periodic quality control reviews, provide reasonable safeguards against alteration, and remain readable. Page 13 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement v.As required by 2 CFR 200.113, the SUBRECIPIENT shall disclose, in a timely manner, in writing to ADOT, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award . Non-Federal entities that have received a Federal award including the term and condition outlined in 2 CFR 200 Appendix XII are required to report certain civil, criminal, or administrative proceedings to SAM. (Previously known as the Federal Award Performance and Integrity Information System , FAPIIS reports are now called Responsibility/Qualification records and are part of the SAM.GOV entity information). Failure to make required disclosures can result in any of the remedies described in 2 CFR 200.339 (See also 2 CFR part 180, 31 USC 3321, and 41 USC 2313). w.As required by 2 CFR 200.111, all Federal financial assistance announcements, applications, and Federal award information should be in the English language and must be in terms of U.S. dollars. However, subrecipients may issue or translate a Federal award or other documents into another language In the event of inconsistency between English and another language, the English language meaning will control. When a significant portion of the subrecipient's employees administering a Federal award are not fluent in English, the Federal award should be provided in English and the language(s) with which employees are more familiar. IV. MISCELLANEOUS PROVISIONS 1)Term Incorporation: This Agreement is governed according to the laws of the State of Arizona . All cited statutes, public law, executive orders, and policies cited in this Agreement are incorporated by reference as a part of this Agreement . It is SUBRECIPIENT responsibility to ensure that any Agreement between SUBRECIPIENT and its CONTRACTORs for use of grant funds shall incorporate the provisions contained herein. 2)Duration: This Agreement shall become effective upon signature by the parties hereto and shall remain in force and effect until PROJECT satisfaction and completion which means that the work assigned under a contract has been completed, all finance transactions are processed, and all required reporting has been completed. Duration of awarded expense/cost Projects are established in Exhibit A . Reimbursements may be requested no earlier than the spend-down of the awarded funds through the Eligibility Expiration Date established in Exhibit A unless extended by amendment or as otherwise provided herein plus an additional forty-five (45) days for submission of the final invoice for costs through the last authorized expenditure date of the Agreement . In the event the award under this Agreement includes capital and /or rolling stock as part of the PROJECT, the life of this Agreement shall continue through the useful life of the PROJECT and until the federal interest has been extinguished and released by ADOT and /or FTA. Page 14 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement This Agreement may be canceled at any time prior to the commencement of performance under this Agreement, upon thirty (30) days written notice to the other party. 3)Amendments: This Agreement may be amended upon mutual agreement of the Parties at any time when in the best interest of FTA , STATE, or SUBRECIPIENT. Modifications to Exhibit A describing the details of the approved PROJECT may be modified without adopting a formal amendment to this Agreement ; acceptance of the modification shall be indicated on the modified Exhibit A by an authorized signatory from the SUBRECIPIENT . 4)Matching and Federal Funding: PROJECT award amounts and match requirements are indicated in Exhibit A. The SUBRECIPIENT will provide the Match amount and fees required from eligible sources as prescribed in 49 USC Chapter 53 as described in Exhibit B appropriate to the Award(s) in Exhibit A. Most federally-funded programs cannot use federal funds to provide match but certain exceptions exist to that stipulation. The SUBRECIPIENT is responsible for ensuring that match is obtained from sources eligible for the relevant funding source on each Project. The SUBRECIPIENT shall maintain records of verifiable matching funds and verifiable third party in-kind contributions as required by 2 CFR 200.306 and 2 CFR 200.302. Costs and third party in-kind contributions counting towards satisfying a cost sharing or matching requirement must be verifiable from the SUBRECIPIENT records or cost -type contractors. These records must explain and demonstrate how the value placed on each third party in-kind contribution was derived. ADOT requires match to be applied to specific budget line items . In-kind contributions shall be identified and be accompanied by a narrative description of the service being provided in addition to identification of the organization that will be providing the service. The SUBRECIPIENT shall initiate and complete all actions necessary to provide its share of the PROJECT costs at or prior to the time that such funds are requested and /or required by the STATE. For those match amounts that are estimated pending procurement of the awarded PROJECT equipment, if procured by the STATE, the STATE will notify the SUBRECIPIENT regarding final match requirements, which will be due upon receipt of said notice. The notice will include a modified Exhibit A, which shall be accepted by signature and inserted into this executed Agreement without requiring contract amendment. Match for Project Equipment procured by SUBRECIPIENT shall be indicated in and deducted from the request for reimbursement . For those items with estimated amounts pending procurement that are to be completed by the SUBRECIPIENT, the estimated pricing shall be considered not-to-exceed pricing specific to the quantity and description of identified items including the prescribed match requirements. Any needed or desired variation from quantity, description, or pricing must be requested in writing and approved by the ADOT Transit Program Manager prior to procurement . Approvals will result in a modified Exhibit A being issued with updated approved not -to-exceed award, pricing, and match indicated. Without advance approval, SUBRECIPIENT is responsible for all of the increased price or quantity procured. Page 15 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement In the event that this Agreement is terminated after matching and /or administrative funds have been issued to and deposited by the STATE , there is no guarantee of timeframe for refund of match funds, and refund shall not occur prior to the reassignment of the PROJECT award to another eligible agency and payment by that agency of any required matching funds. Remitted administrative fees are non-refundable except when this Agreement is terminated by ADOT or the STATE at no fault of the SUBRECIPIENT. In circumstances where the designated SUBRECIPIENT cannot accept delivery of the Project Equipment or where surrender of equipment is required, said equipment will be reassigned. Refund of capital match will be based on current fair-market value at the time of surrender less the cost of any repairs or modifications required to affect reassignment to another recipient and /or program. 5)Availability of Funds: Every payment obligation of STATE under this Agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of this Agreement , this Agreement may be terminated by STATE at the end of the period for which the funds are available . No liability shall accrue to STATE in the event this provision is exercised , and STATE shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 6)Liens on Equipment: The purchase of PROJECT equipment shall be undertaken by the STATE on behalf of the SUBRECIPIENT unless otherwise indicated in Exhibit A . The PROJECT equipment shall be titled in the name of the SUBRECIPIENT. To the extent of financial assistance provided, the STATE shall hold a first lien on all rolling stock acquired under this agreement in the amount of the federal share of the equipment cost. The lien placed on vehicle equipment shall remain in effect through the useful life of the vehicle , as explained in the current Program Guidebook unless this agreement is otherwise terminated under terms of this Agreement . 7)Property and Equipment, Use, Inventory, and Disposal: Title to real property under a grant will vest under acquisition in the SUBRECIPIENT or their CONTRACTOR as applicable . The procurement, use, and disposition of real property and equipment shall be consistent with the program-approved use and in accordance with the requirements of 2 CFR 1201.313, 2 CFR 200.313, and Federal Property Management Standards which is herein incorporated by reference and made a part of this Agreement . The SUBRECIPIENT agrees to inventory, to maintain records of, and to insure the proper use, control, and disposal of all property, equipment, computer hardware, and furniture, acquired pursuant to funding under this Agreement . Except as otherwise provided by statute, property and equipment shall be used for the originally authorized purposes as long as needed for that purpose. SUBRECIPIENT shall comply with all requirements and guidance during the course of the lien period, including but not limited to: maintenance of the equipment, annual reporting to the STATE of administrative and vehicle performance data , annual vehicle inspections, timely accident\incident reporting and situation resolution, and other requirements as specified in the State Management Plan and current Program Guidebook. When no longer needed for the originally authorized purpose, the SUBRECIPIENT and/or their CONTRACTOR will request disposition instructions from the ADOT Transit Program Manager . 8)Modifications and Other Changes to Grant Equipment: Prior to any substantive Page 16 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement modifications or other changes made or elimination, reduction, or addition to grant equipment, written approval from the ADOT Transit Program Manager must first be obtained . Examples include but are not limited to the elimination of wheelchair positions and additions of ambulatory seating, reduction in number or addition of passenger assist stanchions, rails, steps, secondary manufacturer and aftermarket vehicle components provided by the STATE , and other devices requiring or otherwise exposing or altering mechanical or structural modification to the vehicle. 9)Statutory Compliance: All parties shall comply with all applicable federal, state and local requirements including all applicable provisions of Title 49 (United States Department of Transportation) and other applicable Codes of Federal Regulations where and when relevant. 10)Incorporation of Federal Terms: All contractual provisions required by the U.S. Department of Transportation are hereby incorporated by reference . All applicable clauses shown in the FTA Master Agreement apply to this Agreement . With the exception of the requirements of the Single Audit Act, in any circumstances where the provisions of Federal statutes or regulations differ from the provisions of this Agreement , the provision of the Federal statutes or regulations govern, including, for agreements with Indian tribes, the provisions of the Indian Self-Determination and Education Assistance Act (ISDEAA), as amended. This provision shall be incorporated in any SUBRECIPIENT, contractor, subcontractor, or lower-tier agreement for which funds from this Agreement shall be used for payment. The Federal Transit Administration Master Agreement can be viewed in its entirety at the link provided on the Exhibit titled: PROGRAM DESCRIPTION AND COMMUNICATIONS AND CONTACT INFORMATION. In addition to other clauses required throughout this Agreement or by State law , the SUBRECIPIENT will include applicable contract provisions in every third-party contract / purchase order using federal funding summarized (but not limited to) the following, as revised from time to time: a.The requirements in 2 CFR 200.327, b.The requirements in 2 CFR 200 Appendix II, c.FTA funded procurements /contracts: Circular 4220 – Third Party Contracting Guidance and summarized in its Appendix D , d.Any requirements established by a particular funding stream, program, or in funding agency guidelines. e.Provisions for Prompt Payment deadlines. Payment may not rely on receipt of funds from ADOT before paying vendors/contractors/consultants. 11)Conflict of Interest: Pursuant to 2 CFR 1201.112, the SUBRECIPIENT shall disclose in writing Page 17 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement any potential conflict of interest to the State, who shall inform the Federal awarding agency in accordance with applicable Federal awarding agency policy. This agreement may be canceled in accordance with Arizona Revised Statutes Section 38-511 as regards conflicts of interest on behalf of STATE employees. 12)Recordkeeping: All SUBRECIPIENTs and/or their CONTRACTORs and the parties shall retain all data, books, and other records relating to this Agreement for a period of five years after completion of the Agreement . All records shall be subject to inspection and audit by the STATE at reasonable times as set forth in A .R.S. 35-214, A.R.S. 35-215, 2 CFR 200.334, and applicable FTA circulars. 13)Audit: The administration of resources awarded by ADOT to the SUBRECIPIENT may be subject to audits and/or monitoring by ADOT, as described in this section. Monitoring: In accordance with 2 CFR 200.329, ADOT shall monitor all activities performed by its staff or by subrecipients of FTA funds to assure that the work is being managed and performed satisfactorily and that time schedules are being met. Therefore, in addition to reviews of audits conducted in accordance with 2 CFR 200 Subpart F, et seq. (2 CFR 200.500-.521), monitoring procedures may include, but not be limited to: on-site visits by ADOT staff or designees , limited scope audits as defined by 2 CFR 200 Subpart F, et seq., as revised, and/or other procedures. By entering into this Agreement , the SUBRECIPIENT agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by ADOT . In the event ADOT determines that a limited scope audit of the SUBRECIPIENT is appropriate , the SUBRECIPIENT agrees to comply with any additional instructions provided by ADOT staff to the SUBRECIPIENT regarding such audit. The SUBRECIPIENT further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the ADOT’s Office of Audit and Analysis, ADOT’s Office of the Inspector General (OIG) and ADOT’s Financial Management Services. It is the responsibility of the SUBRECIPIENT to monitor their sub -recipients. Federally funded: Recipients of federal funds (i.e. state, local government, or non-profit organizations as defined in 2 CFR 200 Subpart F, et seq., as revised) are to have audits done annually using the following criteria: a.In the event that the SUBRECIPIENT or their sub -recipient expends $1,000,000 or more in Federal awards in its fiscal year, the SUBRECIPIENT and their sub-recipient must have a Single Audit conducted in accordance with the provisions of 2 CFR 200 Subpart F, et seq., as revised. In determining the Federal awards expended in its fiscal year, the SUBRECIPIENT and their sub-recipient shall consider all sources of Federal awards, including Federal resources received from ADOT . The determination of amounts of Federal awards expended should be in accordance with the guidelines established by 2 CFR 200 Subpart F, et seq., as revised. An audit of the SUBRECIPIENT conducted by the Arizona Auditor General or an independent auditor in accordance with the provisions 2 CFR 200 Subpart F, et seq., as revised, will meet the requirements of this part. In Page 18 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement connection with the audit requirements the SUBRECIPIENT shall fulfill the requirements relative to auditee responsibilities as provided in 2 CFR 200.508, et seq. b.If the SUBRECIPIENT expends less than $1,000,000 in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of 2 CFR 200 Subpart F, et seq., as revised, is not required. However, if the SUBRECIPIENT elects to have an audit conducted in accordance with the provisions of 2 CFR 200 Subpart F, et seq., as revised, the cost of the audit must be paid from non-Federal resources (i.e., the cost of such an audit must be paid from SUBRECIPIENT resources obtained from other than Federal entities ). If the SUBRECIPIENT is exempt from the Federal audit requirements , pursuant to 2 CFR 200.501(d), records must be available for review or audit by appropriate officials . c.Federal awards are to be identified using the Assistance Listing Title and Number , award number and year, name of the awarding federal agency, and percentage of federal participation. d.In compliance with 2 CFR 200.512(a), et seq., the audit shall be completed and the report must be submitted within the earlier of 30 calendar days after receipt of the auditor’s report(s), or nine (9) months after the end of the audit period. If the due date falls on a Saturday, Sunday, or Federal holiday, the reporting package is due the next business day. The SUBRECIPIENT shall follow up and take corrective action on audit findings . Preparation of summary schedule of prior year audit findings, including corrective action, a timetable for resolution, and current status of the audit findings are required to be submitted to ADOT . Current year audit findings require corrective action, a timetable for resolution, and status of findings will also be reported to ADOT . If the SUBRECIPIENT fails to take corrective action , ADOT will: a.make a determination to make financial adjustments to the allocated Federal funding as determined appropriate, up to and including repayment by the SUBRECIPIENT of disallowed costs, or b.take other action as determined appropriate. If the SUBRECIPIENT has not completed corrective action , a timetable for follow-up should be provided. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to ADOT and the Arizona Auditor General. This section does not limit the authority of ADOT to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official . Audit Report submission: Copies of reporting packages for audits conducted in accordance with 2 Page 19 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement CFR 200 Subpart F, et seq., and required by this section titled AUDIT shall be submitted when required by 2 CFR 200 Subpart F, et seq., as revised, directly to each of the following: a.SingleAudit@azdot.gov b.The Federal Audit Clearinghouse (FAC) designated in 2 CFR 200.512 et seq., at https://harvester.census.gov/facweb/ c.Other Federal agencies and pass-through entities in accordance 2 CFR 200 Subpart F, et seq. as revised. Pass-Through Entity is defined as a non-Federal entity that provides a subaward to a SUBRECIPIENT to carry out part of a Federal program (2 CFR 200.1). Copies of written communication between the SUBRECIPIENT and the independent auditor in compliance with the Statement on Auditing Standards No 114 and as required by this section titled AUDIT of this agreement shall be submitted by or on behalf of the SUBRECIPIENT directly to : a.SingleAudit@azdot.gov b.Any written communication required to be submitted to ADOT pursuant to this agreement shall be submitted timely in accordance with 2 CFR 200 Subpart F, et seq. c.SUBRECIPIENTS, when submitting financial reporting packages to ADOT for audits done in accordance with 2 CFR 200 Subpart F, et seq. should indicate the date that the reporting package was delivered in correspondence accompanying the reporting package. If the amount of FTA funds granted to a particular SUBRECIPIENT does not trigger the requirement for an audit pursuant to 2 CFR 200.501, the State may still request a review. 14)Dispute Resolution / Arbitration: In the event of any controversy, the Parties agree that it is in their mutual best interest to promptly meet with the purpose of resolving said Dispute. In the event that the Parties cannot resolve their dispute informally, the parties hereto agree to abide by required arbitration as set forth for in Arizona Revised Statutes Section 12-1518. 15)Third Party Antitrust Violations: The SUBRECIPIENT assigns to the STATE any claim for overcharges resulting from antitrust violations to the extent that such violations concern materials or services supplied by third parties to the SUBRECIPIENT toward fulfillment of this Contract . 16)Immigration: To the extent applicable under Arizona Revised Statutes Section 41-4401, each Party and its subcontractors warrants their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-Verify requirements under Arizona Revised Statutes Section 23-214(A). A breach of the above-mentioned warranty by any Party or its subcontractors shall be deemed a material breach of the Agreement and may Page 20 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement result in the termination of the Agreement by the non -breaching Parties. Each Party retains the legal right to randomly inspect the papers and records of the other Parties or its subcontractor employees who work on the Agreement to ensure that the Parties or its subcontractors are complying with the above-mentioned warranty. 17)Termination for Convenience: Either Party has the right to terminate the Agreement , in whole or in part at any time, when in the best interests of the FTA , SUBRECIPIENT, or STATE without penalty or recourse. If terminated for convenience, the SUBRECIPIENT agrees to follow ADOT's instructions regarding equipment or other products / services procured through this Agreement . This Agreement may be terminated by either party provided that a termination shall not be effective until 30 calendar days after a Party has served written notice upon the other Party. This Agreement may be terminated by mutual consent of both Parties or unilaterally by either Party without cause. 18)Termination for Default: STATE reserves the right to terminate this Agreement in whole or in part due to failure of SUBRECIPIENT to carry out any term , promise, or condition of the Agreement. STATE will issue a written ten (10) day cure notice to SUBRECIPIENT for failure to adequately perform, or if there is reason for STATE to believe that the SUBRECIPIENT cannot or will not adequately perform the requirements of the Agreement . If SUBRECIPIENT does not submit a Corrective Action Plan to the satisfaction of STATE within the ten (10) day period, then STATE may pursue action in accordance with the Agreement Article titled : Arbitration. 19)Transparency Act: Because ADOT receives federal funds , ADOT is required to comply with the Federal Funding Accountability and Transparency Act of 2006 and associated 2008 Amendments. ADOT is required to report awards to subrecipients when they exceed $30,000 in funding. ADOT is not currently aware of reporting requirements that might become required from SUBRECIPIENTS. Should requirements be stipulated wherein information is required from SUBRECIPIENTS, such information will be requested. The SUBRECIPIENT herein agrees that in a timely manner, and in the method specified by the STATE , the SUBRECIPIENT will provide information that is requested by the STATE to enable the STATE’s compliance with the requirements as may be applicable. 20)Federal Certifications and Assurances for FTA Assistance Programs: Pursuant to 49 U.S.C. 5323(n), FTA is authorized to consolidate the certifications and assurances required by federal law or regulations for its programs into a single document that an applicant for or recipient of federal assistance under 49 U.S.C. chapter 53 must submit annually or as part of its application for federal assistance. As a recipient of the FTA grants , ADOT is responsible for assuring compliance by our subrecipients. In accordance with Circular 5010, “In general, submission of the annual Certifications and Assurances stands in lieu of detailed FTA oversight before approval of an Award” and thus requires submission of the same Certifications and Assurances by each subrecipient, also on an annual basis and whenever new Certifications and Page 21 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement Assurances are published by FTA . Attorney Affirmation is required to affirm the Subrecipient’s legal authority to make and comply with the Certifications and Assurances , that they are legal and binding obligations, and that there is no legislation or litigation pending that might adversely affect the validity of the certifications and assurances or the performance of awards. The SUBRECIPIENT must agree to comply with all categories applicable to ADOT , who is considered to be the APPLICANT and RECIPIENT of the funds by FTA , regardless of current applicability of the initial award under this Agreement . This is to ensure that should the category become applicable during the life of the Agreement , the SUBRECIPIENT will comply. The FTA Certifications and Assurances will be provided to the SUBRECIPIENT under a separate packet as they are released by the FTA and subsequent to ADOT filing agreement . Continuation of this Agreement shall be contingent on completion and submission of that packet within the deadline expressed at time of distribution. The FTA Certifications and Assurances , as modified and accepted each year shall be considered incorporated into this Agreement by reference . The Parties understand and agree that not every provision of the Certifications and Assurances will apply to every Applicant or Award . The type of Award and SUBRECIPIENT will determine which Certifications and Assurances apply . If a certification does not apply to the applicant or its award, neither ADOT nor FTA will enforce that provision . SUBRECIPIENT also understands and agrees that these Certifications and Assurances are pre-award requirements and do not include all Federal requirements that may apply. Our FTA Master Agreement, available at the link provided on the Exhibit titled: PROGRAM DESCRIPTION AND COMMUNICATIONS AND CONTACT INFORMATION contains a list of most of those requirements. SUBRECIPIENT is ultimately responsible for compliance with the Certifications and Assurances that apply to it or its Project, even if a SUBRECIPIENT or other Third Party Participant may be involved in your Project, except as FTA determines otherwise in writing . For this reason, we strongly encourage SUBRECIPIENT to take the appropriate measures , including, but not limited to, obtaining sufficient documentation from each SUBRECIPIENT and other Third Party Participant to assure the validity of applicable Certifications and Assurances . SUBRECIPIENT understands and agrees that when applying for funding on behalf of a consortium, joint venture, partnership, or team, SUBRECIPIENT must identify the activities each member will perform and the extent to which each member of that consortium, joint venture, partnership, or team will be responsible for compliance with the Certifications and Assurances , except as FTA determines otherwise in writing . The FTA Certification and Assurances required of ADOT and its SUBRECIPIENTS are issued annually subsequent to ADOT signing the same . Completion and Signing of this FTA Certification Page 22 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement and Assurances document is a requirement and a condition to receive federal funding through ADOT and does not relieve the SUBRECIPIENT of any obligation of other certifications or assurances required in any application or contracting process, and should be treated as an addition to such certifications and assurances. 21)Entire Agreement: This Agreement may be amended , modified, or waived only by an instrument in writing signed by both Parties. Should the PROJECT awarded under this Agreement be completed at a lower cost than the amount awarded, or for any other reason should any of these funds not be expended, or expended in other than in strict accordance with the terms and conditions of this Agreement , a proportionate amount of the funds provided shall be reimbursed to the STATE. Except as identified in the PROJECT the SUBRECIPIENT shall not assign any portion of the PROJECT or execute any agreement , contract, amendment, or change order thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this Agreement without the prior written concurrence of the STATE . 22)Israel Boycott Not Permitted: The SUBRECIPIENT warrants that it is not engaged in a boycott of Israel as defined in A .R.S. 35-393 et seq. 23)Duplicate Funding Not Permitted: The SUBRECIPIENT agrees that if it receives Federal funding from the Federal Emergency Management Agency (FEMA) or through a pass-through entity through the Robert T. Stafford Disaster Relief and Emergency Assistance Act , or any other agency, or insurance proceeds for any portion of a project activity approved for funding under this Grant Agreement, the SUBRECIPIENT shall provide written notification to ADOT , and reimburse ADOT for any funding share that duplicates funding provided by FEMA , another agency, or an insurance company. The SUBRECIPIENT shall notify the ADOT program/project manager and shall refund ADOT within sixty (60) calendar days from the date duplicate funds are received. As the Recipient of the funding, ADOT is responsible for refunding the awarding federal agency as applicable. 24)Trafficking in Persons: Pursuant to the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 USC 7104), the SUBRECIPIENT agrees that it and its employees that participate in the PROJECT Award, may not: Engage in severe forms of trafficking in persons during the period of time that the Award is in effect , Procure a commercial sex act during the period of time that the Award is in effect, or Use forced labor in the performance of the Award or subawards thereunder. 25)Forced Labor of Ethnic Uyghurs Ban: Pursuant to Arizona Revised Statutes § 35-394, the SUBRECIPIENT warrants and by signing this Agreement so certifies that it does not currently , and agrees for the duration of the contract that it will not use the forced labor of ethnic Uyghurs in the People's Republic of China, any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China, or any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If the SUBRECIPIENT becomes aware during the term of this Page 23 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement Agreement that the SUBRECIPIENT is not in compliance with this certification , the SUBRECIPIENT shall notify ADOT within five business days after becoming aware of the noncompliance, and within 180 days after notice, provide written certification that the SUBRECIPIENT has remedied the noncompliance . This item does not apply to not-for-profit organizations or organizations with fewer than ten (10) full-time employees. V. SECURITY AGREEMENT 1)In consideration of the funded PROJECT equipment identified in Exhibit A , including all added Secondary Manufacturer and Aftermarket Components , and conveying title thereto, the SUBRECIPIENT hereby grants ADOT a security interest in the PROJECT equipment in the amount indicated as the Federal Portion in Exhibit A . a.If the SUBRECIPIENT by itself or any agent sells , transfers, offers or attempts to sell or transfer, in whole or in part, the PROJECT equipment, the SUBRECIPIENT shall remit the remaining Federal interest value, payable to ADOT, upon demand. b.If the PROJECT equipment is totally destroyed or is lost , stolen or otherwise disappears, the SUBRECIPIENT shall remit the remaining Federal interest value , payable to ADOT, upon demand. c.If this Agreement is terminated , the SUBRECIPIENT shall remit the remaining Federal interest value, payable to ADOT, upon demand. d.If the property is seized or repossessed by the STATE , the SUBRECIPIENT shall remit the remaining Federal interest value, payable to ADOT, upon demand. 2)In the event the PROJECT equipment is totally destroyed , lost, stolen, or disappears, the obligation herein may be extinguished by assigning to ADOT the proceeds of insurance covering such an event, provided the assignment and the ultimate payment is equal to the fair market value of the PROJECT equipment on the date of occurrence of such event . 3)Secondary Manufacturer and Aftermarket Components , in addition to the original equipment manufacturer (OEM) components (as supplied by the manufacturer or vendor to the STATE or ADOT) or their equivalent as delivered by ADOT to the SUBRECIPIENT or authorized for post-delivery installation as part of the award are considered to be included in the lien. Addition of aftermarket components not designated as part of the original award must be approved by the ADOT Transit Program Manager . Approved aftermarket components shall be considered part of the PROJECT equipment and shall not be removed without approval by the ADOT Transit Program Manager , and in no case if the PROJECT equipment cannot be returned to its originally awarded state. Page 24 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement 4)This security agreement and its terms shall not inure to the benefit of any assignee, purchaser for value, or any other person acquiring an interest herein, and this security interest herein created shall not be extinguished until and unless the STATE receives the remaining Federal interest of the PROJECT equipment on the date of assignment , purchase, or acquisition of other interest. VI. COMPLIANCE WITH MANUFACTURER’S MAINTENANCE SCHEDULE By signing this Agreement , the SUBRECIPIENT of Project Rolling Stock award(s) agrees to abide by the vehicle manufacturer's schedule of maintenance, at a minimum, during the period the vehicle is operated in conjunction with the Arizona Department of Transportation , or its successor agency. The Manufacturer’s Maintenance Schedule shall be incorporated in the SUBRECIPIENT’S Fleet Maintenance Plan, and the SUBRECIPIENT shall document completion of all maintenance activities . Additionally, the ADA requires that: Public and private entities providing transportation services shall maintain in operative condition those features of facilities and vehicles that are required to make them readily accessible to and usable by, individuals with disabilities. These features include but are not limited to, lifts and other means of access to vehicles, securement devices, signage and systems to facilitate communications with persons with impaired vision or hearing. Accessibility features must be repaired promptly if they are damaged or out of order. When an accessibility feature is out of order, the entity must take reasonable steps to accommodate individuals with disabilities who would otherwise use the feature. A system of regular and frequent maintenance checks of lifts is required . If a lift fails to operate when in service, the ADA requires the vehicle be taken out of service before the beginning of the vehicle’s next service day. The lift must then be repaired before the vehicle returns to service. If a contract operator is used for ADA-related service, the SUBRECIPIENT must ensure the contractor notifies the SUBRECIPIENT immediately of any failure of the lift to operate in service . If there is no spare vehicle to take the place of a vehicle with an inoperable lift, the SUBRECIPIENT may keep the vehicle in service for no more than five days if it serves an area of 50,000 or less population, or three days if it serves an area of 50,000 or more population. VII. GENERAL ASSURANCES 1)The SUBRECIPIENT is an agency that has been designated as eligible for the Award (s) described in the Application and /or Exhibit A pursuant to the program relevant section of 49 USC. 2)The SUBRECIPIENT assures that it has the legal , financial, and technical capacity to carry out its proposed Project described herein, including safety and security aspects of that program. Page 25 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement 3)The SUBRECIPIENT will have satisfactory continuing control over the use of project equipment and facilities. 4)The SUBRECIPIENT has or will have prior to procurement , sufficient funds to provide the local match and any required fees for the equipment purchased under this contract and to operate and maintain the vehicles or equipment purchased under this project. 5)The SUBRECIPIENT assures affirmative compliance with Title VI of the Civil Rights Act of 1964 – Nondiscrimination in the Provision of Service (FTA Circulars 4702.1; FTA 9040.1; and FTA 9070.1). 6)The SUBRECIPIENT assures that the transportation needs of elderly persons and persons with disabilities have or will be addressed by the SUBRECIPIENT, pursuant to the requirements of Section 504 of the Rehabilitation Act of 1973 (29 USC 794). 7)The SUBRECIPIENT has demonstrated and will continue to demonstrate efforts to achieve coordination with other transportation providers, including social service agencies capable of purchasing service. The SUBRECIPIENT has participated in the development of a local coordinated public transit human services transportation plan for the area(s) in which project vehicles will be used. 8)The SUBRECIPIENT assures that private transit and paratransit operators and the public have been afforded a fair and timely opportunity to participate to the maximum extent feasible in the provision of the proposed transportation services by the SUBRECIPIENT. 9)The SUBRECIPIENT assures that it will comply with applicable provisions of the Americans with Disabilities Act (ADA) of 1990, (Public Law No. 101-336, 42 U.S.C. 12101-12213 and 47 U.S.C. 225 and 611) and all applicable federal regulations under the Act and including FTA Circular 4710.1, 28 CFR parts 35-36, and applicable provisions of 49 CFR Parts 27, 28, 37 and 38. The parties to this Agreement shall comply with Executive Order 2023-01: Protecting Employment Opportunity (amending Executive Order 2003-22 and Executive Order 2009-09) and Executive Order Number 2009-09 issued by the Governor of the State of Arizona and incorporated herein by reference. Executive Orders may be located at https://azmemory.azlibrary.gov 10)The SUBRECIPIENT will comply with the applicable provisions of the guidelines relative to charter bus service (Title 49 CFR Part 604) and school bus operations (Title 49 CFR Part 605; Title 49 USC 5323(f)). 11)The SUBRECIPIENT assures that it will comply with all applicable Federal statutes and regulations in carrying out any project supported by an FTA grant or cooperative agreement . The SUBRECIPIENT agrees that it is under a continuing obligation to comply with the terms and conditions of the grant agreement or cooperative agreement issued for its project with FTA . The SUBRECIPIENT recognizes that Federal laws and regulations may be modified from time to time Page 26 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement and those modifications may affect project implementation . The SUBRECIPIENT understands that Presidential executive orders and Federal directives, including Federal policies and program guidance may be issued concerning matters affecting the SUBRECIPIENT or its project . The SUBRECIPIENT agrees that the most recent Federal laws , regulations, and directives will apply to the project, unless FTA issues a written determination otherwise . 12)The SUBRECIPIENT agrees that reimbursement of any cost in accordance with the indicated payment methods for its Award does not constitute a final FTA decision about the allowability of that cost and does not constitute a waiver of any violation by the SUBRECIPIENT of the terms of its Award. If the Federal Government or the STATE determines that the SUBRECIPIENT is not entitled to receive any part of the federal assistance requested, the Federal Government or the STATE will notify the SUBRECIPIENT stating the reasons. Close out of the Award will not alter the SUBRECIPIENT’s obligation to return any federal assistance due to FTA as a result of later refunds, corrections, or other transactions. Close out of the Award will not alter FTA’s right to disallow costs and recover federal assistance on the basis of a later audit or other review. Unless prohibited by law, FTA may offset any federal assistance to be made available under its Award necessary to satisfy any outstanding monetary claims that FTA may have against the SUBRECIPIENT. Exceptions pertaining to disallowed costs are set forth in FTA directives or in other written federal guidance. VIII. DRUG FREE WORKPLACE ADOT requires each SUBRECIPIENT to maintain a drug-free workplace in accordance with the Drug-Free Workplace Act of 1988 41 USC 701 et. seq. and 49 CFR Part 32 et seq. for all employees and to have an anti-drug policy and awareness program. Grant direct recipients must agree that it will provide a drug-free workplace and comply with all requirements of 49 CFR Part 32 et seq. The STATE requires compliance by SUBRECIPIENTs . The SUBRECIPIENT certifies that it will provide a drug -free workplace by: 1)Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the SUBRECIPIENT’s workplace and specifying the actions that will be taken against employees for violation of such prohibition; 2)Establishing an ongoing drug-free awareness program to inform employees about: a.The dangers of drug abuse in the workplace; b.The SUBRECIPIENT's policy of maintaining a drug-free workplace; c.Any available drug counseling, rehabilitation, and employee assistance programs; and d.The penalties that may be imposed upon employees for drug abuse violations in the workplace. 3)Making it a requirement that each employee to be engaged in the performance of the grant or cooperative agreement be given a copy of the statement required by paragraph (1); Page 27 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement 4)Notifying the employee in the statement required by paragraph (1) that, as a condition of employment under the grant or cooperative agreement, the employee will: a.Abide by the terms of the statement; b.Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction. 5)Notifying the STATE in writing, within ten calendar days after receiving notice under subparagraph (4.b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every project officer or other designee on whose project activity the convicted employee is working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant or cooperative agreement . 6)Taking one of the following actions , within 30 calendar days of receiving notice under subparagraph (4.b), with respect to any employee who was convicted: a.Taking appropriate personnel action against such an employee , up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or b.Requiring such employees to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by Federal, State, or local health, law enforcement, or other appropriate agency. IX. CERTIFICATION ON RESTRICTIONS ON LOBBYING The SUBRECIPIENT agrees to comply with the provisions of Section 1352 of Title 31, U.S. Code (Public law 101.121) as codified in Title 48, Federal Acquisition Regulations Subpart 3.8 and Subpart 52.203-11, 23 CFR 630.112(c)(5), and 49 CFR part 20 and 2 CFR 200.450. The legislation prohibits Federal appropriated funds from being expended by a recipient or any lower tier sub-recipients of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence a Federal agency or Congress in connection with the award of any Federal contract, the making of any Federal grant or loan, or entering into any cooperative agreement, including the extension, continuation, renewal, amendments or modification of any Federal contract, grant, loan or cooperative agreement. Certification is required to indicate compliance with 49 CFR 20.100(a). Disclosure must be made on Standard Form LLL, found at https://www.gsa.gov/forms-library/disclosure-lobbying-activities if any non-appropriated funds are used for such activities described herein. All disclosure statements are to be furnished to ADOT. Page 28 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement The SUBRECIPIENT agrees to require all lower tier subcontractors who have agreements exceeding $100,000.00 to complete Lobbying Certification (Exhibit B) and when appropriate, the Disclosure of Lobbying Activities (Exhibit C). Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements Pursuant to 49 CFR 20, Subpart F, Appendix A The undersigned certifies, to the best of his or her knowledge and belief, that: 1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency , a Member of Congress, an officer or employee of Congress , or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency , a Member of Congress, an officer or employee of Congress , or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. X. DEBARMENT, SUSPENSION, RESPONSIBILITY MATTERS FOR PRIMARY AND LOWER TIER COVERED TRANSACTIONS The SUBRECIPIENT shall establish and maintain an active entity registration on the federal System for Award Management website: https://sam.gov/content/entity-information . The registration will provide a Unique Entity Identification number (UEI). This registration / UEI will be used by ADOT to confirm Page 29 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement eligibility to receive federal funds. The federal funding in this Agreement is considered a covered transaction under 2 CFR 180.970 and 2 CFR 1200.220 for purposes of debarment and suspension considerations. Thus both subrecipient pass-through agreements and agreements for contractors, subcontractors, suppliers, consultants or its agent or representation in any transaction is subject to this requirement. The SUBRECIPIENT is prohibited from making any award or permitting any award at any tier to any party which has not established and maintained its entity registration on the federal System for Award Management (SAM.GOV) or one that is debarred or suspended or otherwise excluded from or ineligible for participation in federal assistance programs pursuant to 2 CFR 200.212. The SUBRECIPIENT agrees to comply, and assures the compliance of each SUBRECIPIENT, contractor, and subcontractor, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Government-wide Debarment and Suspension Non-procurement," and 2 CFR 200.214. The CONTRACTOR agrees to and assures that its subcontractors will review the Exclusions available at https://sam.gov/content/entity-information and assure that its subrecipients establish and maintain entity registration on the System for Award Management before entering into any contracts. XI. ARIZONA ELECTRONIC TRANSIT GRANT MANAGEMENT SYSTEM (E-Grants) The STATE implemented an electronic transit grant management system , titled “E-GRANTS”. The SUBRECIPIENT agrees to submit all related documents through that system as required and requested by the STATE. The SUBRECIPIENT further agrees that any scanned documents attached in E -Grants shall comply with minimum 300 dpi scanning requirements, be clearly legible, and in PDF format. The STATE certifies that the electronic signatures comply with ARS 41-132 and ARS 44-7031. The SUBRECIPIENT agrees that pursuant to ARS 41-132, any electronic signature processed through E-GRANTS has the same force and effect as a written signature and shall be considered a valid original pursuant to ARS 11 -487.02. For further instructions on using the E-Grants system, please refer to the E-Grants Subrecipient User Guide posted on the ADOT Transit Planning website , under ==> More Information and also in the E-Grants system under the menu My Training Materials. SUBRECIPIENT shall maintain an active E -Grants profile with current name, email, address, and phone contact information. Failure to periodically log in will result in profile deactivation and will require communicating with MPD Transit to reactivate the login account . XII. COPYRIGHT AND PATENT Indemnification: To the extent permitted by A .R.S. § 41-621 and § 35-154, the SUBRECIPIENT shall indemnify and hold harmless ADOT against any liability , including costs and expenses, for infringement of any patent, trademark, or copyright arising out of this Agreement performance or use by ADOT of materials furnished or work performed under this Agreement . ADOT shall reasonably notify the SUBRECIPIENT of any claim for which it may be liable under this paragraph. Page 30 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Grant Agreement Copyright: The State DOTs and their subrecipients may copyright any books , publications, or other copyrightable materials developed in the course of the work performed through funding under this Agreement . The federal funding agency reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for Government purposes. Patent: The State DOTs and their subrecipients are subject to the provisions of 37 CFR part 401 governing patents and inventions and must include or cite the standard patent rights clause at 37 CFR 401.14, incorporated herein as Exhibit D, except for §401.14(g), in all subgrants or contracts. In addition, State DOTs and their subrecipients must include the following clause, suitably modified to identify the parties, in all subgrants or contracts, regardless of tier, for experimental, developmental or research work: “The subgrantee or contractor will retain all rights provided for the State in this clause, and the State will not, as part of the consideration for awarding the subgrant or contract, obtain rights in the subgrantee's or contractor's subject inventions.” Page 31 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit A EXHIBIT A PROJECT AWARD DESCRIPTION During the application cycle, the application budget details represent Exhibit A information . All contractual terms should be reviewed, approved, and accepted as if the entire application will be approved. Once the application review cycle is completed and actual awards are issued, Exhibit A will be updated to reflect the award. aI certify that I have read and understand this page. Page 32 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit B 5310 PROGRAM DESCRIPTION and COMMUNICATIONS and CONTACT INFORMATION 49 USC 5310 REV 1/9/2025 49 U.S.C. 5310 authorizes the formula assistance program to enhance mobility of Seniors and Individuals with Disabilities, subject to annual appropriations. The program provides that a STATE may allocate its apportioned funds to: 1.a private non-profit organization; or 2.a governmental authority that is approved by the STATE to coordinate services for elderly individuals and individuals with disabilities; or certifies that there are not any non-profit organizations readily available in the area to provide the special services; or 3.an Operator of Public Transportation for other transportation activities or as a contractor . Under the Infrastructure Investment and Jobs Act of 2021, the Enhanced Mobility of Seniors and Individuals with Disabilities Program (49 U.S.C. 5310) provides formula funding to States and Designated SUBRECIPIENTS of large UZAs (Urban Zoned Area) with populations of 200,000 or more to improve mobility for seniors and individuals with disabilities. This program provides funds to: 1.serve the special needs of transit-dependent populations beyond traditional public transportation service, where public transportation is insufficient , inappropriate, or unavailable; 2.projects that exceed the requirements of the Americans with Disabilities Act (ADA) act; 3.projects that improve access to fixed route service and decrease reliance on complementary paratransit; and 4.projects that are alternatives to public transportation. Funds provided under other Federal programs (other than those of the Department of Transportation , with the exception of the Federal Lands Transportation Program and Tribal Transportation Program established by sections 202 and 44-203 of title 23 U.S.C.) may be used for local match for funds provided under section 5310, and revenue from service contracts may be used as local match. The SUBRECIPIENT will ensure that matching funds qualify under the 49 USC 5310 as appropriate to the awarded PROJECT(s) indicated in Exhibit A. SUBRECIPIENTS that receive only Section 5310 assistance are not subject to FTAs Drug and Alcohol Testing Rules, but must comply with the Federal Motor Carrier Safety Administration (FMCSA) rule for employees who hold Commercial Driver’s Licenses (49 CFR Part 382) when and where applicable. Pursuant to FTA Circular 9070.1F(1), Section 5310 SUBRECIPIENTS and SUBRECIPIENTS that also receive funding under one of the covered FTA programs (such as 5307, 5309, or 5311) should include any employees funded under Section 5310 projects in their testing program. This recommendation includes SUBRECIPIENTS, operators, and contractors. Page 33 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit B 5310 The 5310 Guidebook outlines program requirements and is incorporated herein. COMMUNICATIONS AND CONTACT INFORMATION: All notices or demands upon any party relating to this Agreement shall be in writing delivered through the Electronic Grant Management System whenever possible. When electronic submission is not feasible, delivery in person or sent by mail addressed as follows is required: STATE Agreement Contact STATE Manager of Transit Services Name Sally J. Palmer Tina Munoz Title MPD Contracts and Compliance Group Manager MPD Transit Group Manager Email MPDContracts@azdot.gov TMunoz@azdot.gov Phone 480-487-5966 480-482-8390 STATE Transit Program Manager Contacts Region/Program Coordinated Mobility Program and 5310 for Regions CAG/SCMPO, NAIPTA/FMPO, SEAGO/SVMPO, WACOG/LHMPO, PAG and YMPO Name Aubree Perry Email APerry2@azdot.gov Phone 480-745-5367 Region/Program Coordinated Mobility Program and 5310 for Regions MAG, NACOG and CYMPO Name Aubree Perry Email APerry2@azdot.gov Phone 480-745-5367 Arizona Department of Transportation Multimodal Planning Division Mailing Address Mail Drop 310B All Regions 1611 W Jackson Phoenix, AZ 85007 Page 34 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit B 5310 OTHER LINKS Program Guidebooks https://azdot.gov/planning/transit-programs-and-grants/program-handbooks-applications- and-awards Exclusions https://sam.gov/content/entity-information Under "Search Entity Information", select "Exclusions". FTA Master Agreement MA https://www.transit.dot.gov/funding/grantee-resources/sample-fta-agreements/fta-grant-ag reements Uniform Guidance (2 CFR Part 200) https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200 US DOT Chapter Supplement for 2 CFR Part 200 (2 CFR 1200-1299) https://www.ecfr.gov/current/title-2/subtitle-B/chapter-XII a I certify that I have read and understand this page. Page 35 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit C Responsibility Matrix EXHIBIT C RESPONSIBILITY MATRIX Last Updated 1/9/2025 All responsibilities must comply with deadlines stated in the Grant Agreement . Actions (not all-inclusive list) SUBRECIPIENT Responsibility STATE / ADOT Responsibility Ensure Transit Services Provided Provide transit services to service area Oversight / Review Performance Procurements by SUBRECIPIENT Submit procurement documentation as specified in Exhibit D and Guidebook Timely Review and Approve/Reject Progress Reports Submit as instructed within deadlines established Review progress reports for program compliance Reimbursement Requests Submit invoice, budget spreadsheet, and system generated documentation in E-Grants PM - Review and Approve/Reject within 7 days; Grant Accountant - process payments within 15 days DBE Reporting Submit reporting of contracts/expenditures as applicable through https://arizonalpa.dbesystem.com/ Analyze & Report to FTA Compliance Comply with all applicable terms and conditions as stipulated in the Agreement and explained in the applicable Guidebook(s) Oversight & Contract Administration aI certify that I have read and understand this page. Page 36 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit D Procurement EXHIBIT D PROCUREMENT AND THIRD PARTY CONTRACT PROVISIONS (EFFECTIVE 1/9/2025) In the event the SUBRECIPIENT is authorized to procure Project equipment or services , SUBRECIPIENT is responsible for following all procurement requirements established in the Agreement , the Grant program, and in the current FTA Procurement Circular 4220.1 titled "Third Party Contracting Guidance". The SUBRECIPIENT shall communicate contractual requirements to contractors and subcontractors and ensure all the requirements of this Agreement are incorporated by means of a contract or other legally binding documents stipulating the contractor and/or subcontractor’s responsibility to comply with this Agreement . Pursuant to the authority granted in 2 CFR 1201.317 for States to determine the policies and procedures for SUBRECIPIENTs of the State to follow when procuring property and services under a US Department of Transportation award , ADOT Multimodal Planning Division herein establishes this procurement rule : 1.All SUBRECIPIENTs of MPD shall follow 2 CFR 200.318 through 200.327, including Appendix II to Part 200, and other CFR references required in 2 CFR part 200 et seq. 2.Subrecipients shall follow the standard work located here for all procurements under this Agreement : https://docs.google.com/document/d/e/2 PACX-1vT_dAIJMuntk7kDr4yxJtEo73AhaZYclas14iNgw63cler5 IvvWuSo2ewIlMxOvOumXbKFdVpyvH3-C/pub. The Standard Work provides a link to the Subrecipient Procurement Compliance Checklist that includes 6 tabs of information to assure compliance with 2 CFR 200 et seq. and FTA Circular 4220.1. 3.The SUBRECIPIENT is responsible for providing all statutory / contractual references, explanatory comments, and additional forms and certifications that may be required. Procurement Pro from National RTAP provides an excellent resource for the required federal language . However, the State DBE and Title VI required language must also be included (See Exhibits E & F). Using Procurement Pro does not relieve the SUBRECIPIENT from the responsibility of ensuring that all the terms and conditions are complete and in compliance with Federal, State, and Local requirements and regulations. 4.Procurement contracts for rolling stock or rolling stock replacement parts are limited to five years pursuant to 49 USC 5325(e)(1). In all other procurement efforts , the SUBRECIPIENT must use sound business judgment and be judicious in establishing reasonable contract periods of performance (Circular 4220.1). Time extensions must be considered in the light of whether they are permissible Page 37 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit D Procurement changes or impermissible cardinal changes. Once awarded, extension of the contract term length that amounts to a cardinal change will require sole source justification. 5.The SUBRECIPIENT and its contractors and subcontractors are prohibited from withholding retainage on projects funded under this Agreement pursuant to 49 CFR 26.29.b.(1). However, if, in the opinion of the SUBRECIPIENT, progress is unsatisfactory after 75 percent of the contract time has expired, the SUBRECIPIENT may withhold 10 percent of payments due the contractor until progress is determined to be satisfactory. If retention is withheld from the prime contract in this circumstance, the prime contractor and each subcontractor of any tier shall not retain a higher percentage than the SUBRECIPIENT retains under the prime contract. The contractor and each subcontractor of any tier shall pay all monies, due to its subcontractor within seven (7) days of receipt of payment from the SUBRECIPIENT for work that is satisfactorily completed. In addition to other clauses required throughout this Agreement or by State law , the SUBRECIPIENT shall include applicable contract provisions in every third -party contract / purchase order using federal funding summarized (but not limited to) the following, as revised from time to time: ● The requirements in 2 CFR 200.327. ● The requirements in 2 CFR 200 Appendix II. ● Circular 4220 Third Party Contracting Guidance or its Appendix D , as revised from time to time, available at https://www.transit.dot.gov/regulations-and-guidance/fat-circulars/third-party-contrac ting-guidance. ● Procurement Pro from National RTAP can be a good resource for the required federal language except that the State DBE and Title VI required language must also be included . Using Procurement Pro does not relieve the subrecipient from the responsibility of ensuring that all the terms and conditions are complete and in compliance with Federal, State, and Local regulations. a I certify that I have read and understand this page. Furthermore, I certify that these contractual requirements shall be communicated to contractors and subcontractors and ensure all the requirements of this Agreement are incorporated by means of a contract or other legally binding document (s) stipulating the contractor’s and /or subcontractor’s responsibility to comply with this Agreement . Page 38 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights EXHIBIT E DISCRIMINATION & TITLE VI REQUIREMENTS (REV 1/4/2023) Discrimination: This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 USC. 12101-12213) and all applicable Federal regulations under the ACT . SUBRECIPIENT or its CONTRACTORs shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, Arizona State Executive Order 2009-09, or A.R.S. 41-1461 through 1465, which mandates that all persons, regardless of race, color, religion, sex, age, national origin or political affiliation shall have equal access to employment opportunities , and all other applicable state and federal employment laws, rules and regulations, including the Americans With Disabilities Act . The SUBRECIPIENT shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, age, national origin or political affiliation or disability. The “SUBRECIPIENT”, HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation (DOT), through Federal Transit Administration , is subject to and will comply with the following: Statutory/Regulatory Authorities •Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); •49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation—Effectuation Of Title VI Of The Civil Rights Act Of 1964); •28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964) The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively. General Assurances In accordance with the Acts , the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the SUBRECIPIENT hereby gives assurance that it will promptly take any measures necessary to ensure that: “No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity,” for which the SUBRECIPIENT receives Federal financial assistance from DOT , including the Federal Transit Administration . Page 39 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these non-discrimination statutes and requirements to include all programs and activities of the SUBRECIPIENT, so long as any portion of the program is Federally assisted. Specific Assurances More specifically, and without limiting the above general Assurance , the SUBRECIPIENT agrees with and gives the following Assurances with respect to its Federal Transit Program . 1.The SUBRECIPIENT agrees that each "activity," "facility," or "program," as defined in §§ 21.23 (b) and 21.23 (e) of 49 C.F.R. § 21 will be (with regard to an "activity") facilitated, or will be (with regard to a "facility") operated, or will be (with regard to a "program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations . 2.The SUBRECIPIENT will insert the following notification in all solicitations for bids , Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Federal Transit Program and, in adapted form, in all proposals for negotiated agreements regardless of funding source: "The SUBRECIPIENT, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement , disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.” 3.The SUBRECIPIENT will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations . 4.The SUBRECIPIENT will insert the clauses of Appendix B of this Assurance , as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property , structures, use, or improvements thereon or interest therein to a SUBRECIPIENT. 5.That where the SUBRECIPIENT receives Federal financial assistance to construct a facility , or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith . 6.That where the SUBRECIPIENT receives Federal financial assistance in the form , or for the acquisition of real property or an interest in real property, the Assurance will extend to rights to space on , over, or under such property. Page 40 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights 7.That the SUBRECIPIENT will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the SUBRECIPIENT with other parties : a.for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b.for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. 8.That this Assurance obligates the SUBRECIPIENT for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the SUBRECIPIENT , or any transferee for the longer of the following periods: a.the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b.the period during which the SUBRECIPIENT retains ownership or possession of the property . 9.The SUBRECIPIENT will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he /she delegates specific authority to give reasonable guarantee that it, other sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts , the Regulations, and this Assurance. 10.The SUBRECIPIENT agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts , the Regulations, and this Assurance . The SUBRECIPIENT also agrees to comply (and require any sub-grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing Federal Transit Administration access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by the Federal Transit Administration . You must keep records, reports, and submit the material for review upon request to the Federal Transit Administration , or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. The SUBRECIPIENT gives this ASSURANCE in consideration of and for obtaining any Federal grants , loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Federal Page 41 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights Transit Administration. This ASSURANCE is binding on other sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Federal Aid Transit Program . APPENDIX A Title VI Agreement / Contract Requirements During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1.Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation , Federal Transit Administration , as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2.Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations , including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3.Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non -discrimination on the grounds of race, color, or national origin. 4.Information and Reports: The contractor will provide all information and reports required by the Acts , the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the Federal Transit Administration to be pertinent to ascertain compliance with such Acts , Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient, the Federal Transit Administration, as appropriate, and will set forth what efforts it has made to obtain the information. Page 42 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights 5.Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the Federal Transit Administration , may determine to be appropriate, including, but not limited to: a.withholding payments to the contractor under the contract until the contractor complies; and/or b.canceling, terminating, or suspending a contract, in whole or in part. 6.Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the SUBRECIPIENT, the Federal Transit Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the SUBRECIPIENT to enter into any litigation to protect the interests of the SUBRECIPIENT . In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. APPENDIX B CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4: NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the SUBRECIPIENT will accept title to the lands and maintain the project constructed thereon in accordance with Title 23, United States Code the Regulations for the Administration of Federal Transit , and the policies and procedures prescribed by the Federal Transit Administration of the U .S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation , Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252;42 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the SUBRECIPIENT all the right , title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. Page 43 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto the SUBRECIPIENT and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the SUBRECIPIENT, its successors and assigns. The SUBRECIPIENT, in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that: 1.no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* 2.the SUBRECIPIENT will use the lands and interests in lands and interests in lands so conveyed , in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation , Subtitle A, Office of the Secretary , Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation , Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and 3.in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction ].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.) APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY, FACILITY, OR PROGRAM The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the SUBRECIPIENT pursuant to the provisions of Assurance 7(a): A.The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the land"] that: Page 44 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights 1.In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity , facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B.With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination covenants, the SUBRECIPIENT will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C.With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the SUBRECIPIENT will have the right to enter or re -enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the SUBRECIPIENT and its assigns*. (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY, FACILITY OR PROGRAM The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by the SUBRECIPIENT pursuant to the provisions of Assurance 7(b): A.The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with the land") that: 1.no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, 2.in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, 3.the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations , as amended, set forth in this Assurance. Page 45 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights B.With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non-discrimination covenants, the SUBRECIPIENT will have the right to terminate the (license, permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.* C.With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, the SUBRECIPIENT will there upon revert to and vest in and become the absolute property of the SUBRECIPIENT and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) APPENDIX E PERTINENT NON-DISCRIMINATION AUTHORITIES During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: •Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. •The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); •Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); •Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; •The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); •Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); •The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Page 46 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit E Civil Rights •Titles II and III of the Americans with Disabilities Act , which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; •The Federal Aviation Administration 's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); •Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low -income populations; •Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency , and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI , you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); •Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). aI certify that I have read and understand this page. Page 47 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit F DBE EXHIBIT F DISADVANTAGED BUSINESS ENTERPRISE (DBE) REQUIREMENTS (REV 1/9/2025) The SUBRECIPIENT and its subrecipients receiving US DOT -assisted funds through ADOT must adopt and implement ADOT’s DBE Program Plan, ADOT’s DBE policy, DBE contract specifications and forms as a condition of receiving those federal funds by or through ADOT . ADOT's DBE Program Plan is operated by the ADOT Business and Engagement Office (BECO). ADOT's SUBRECIPIENTS of federal funds must comply with the ADOT DBE program requirements for any Projects funded by or through ADOT even if required to have their own plan pursuant to 49 CFR 26.21. Contracting and payment audits using USDOT funds via ADOT must be reported in the LPA DBE System. The ADOT DBE Program Plan and LPA/SUBRECIPIENT DBE Guidelines are located online at https://azdot.gov/business/business-engagement-and-compliance/dbe-contract-compliance/guides-and-policie s-dbe-contract and are herein incorpoarated by reference. Non-Discrimination The SUBRECIPIENT will not exclude any person from participation in , deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR Part 26 on the basis of race, color, sex, national origin, age, or disability. In compliance with the ADOT DBE Program Plan , the SUBRECIPIENT shall not, directly or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE program. The SUBRECIPIENT will not exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR Part 26 on the basis of race, color, sex, national origin, age, or disability. The SUBRECIPIENT shall take all necessary actions required under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. By executing this Agreement, the SUBRECIPIENT, agrees to perform the following minimum DBE Program Compliance Required Activities : REQUIREMENTS FOR FTA FUNDED PROJECTS Item # DBE Program Compliance Required Activities 1.Designate a Disadvantaged Business Enterprise Liaison Officer (DBELO), responsible for adopting and implementing ADOT’s DBE Program Plan ; acting as the single point of contact for DBE compliance. 2.Adhere to the ADOT DBE Program Plan and accompanying procedures . Page 48 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit F DBE 3.Follow ADOT’s guidelines and procedures , and use the most up-to-date forms developed by ADOT to implement its DBE program. 4.Participate in training conducted by ADOT related to DBE requirements and program regulations . Additional one-on-one training may be requested. 5.Require all firms that perform work on DOT-assisted contracts to be actively registered in AZUTRACS, and maintain their profile with current firm information. 6.Encourage small firms to register as an SBC (Small Business Concern) via the AZ UTRACS web portal. 7.Utilize certified DBEs found in the AZ UTRACS web portal . 8.Include the DBE contract goal as provided by ADOT BECO for FHWA -funded (and Race-Neutral Agency Voluntary Participation Goal for FTA -funded) contract bid advertisement, bid package, statement of qualification, request for proposal or other solicitation documents. 9.Include applicable DBE contract specifications as provided by ADOT in all DOT -assisted contract bid advertisements, bid packages, statements of qualification, requests for proposal or other solicitation documents. 10.The SUBRECIPIENT shall confirm good faith by the contractor or determine any action required in response to the contractor submission of a verifiable explanation of the discrepancy in the DBE System as early as practicable but in no case later than seven calendar days after reviewing relevant documentation. 11.No later than 15 calendar days after award of any Procurement contract that will be federally funded through this Grant Agreement , the SUBRECIPIENT shall enter the awarded contract information in the LPA DBE System, via https://arizonalpa.dbesystem.com following the requirements designated in the Subrecipient Procurement Compliance Checklist, Tab 4. Each Procurement, under the heading "LPA DBE System Entry Requirements" https://docs.google.com/spreadsheets/d/e/2 PACX-1vTRUM03uXA2NyGrWfn-AvN35HJhUElGx5 UXatifEMIekHgmVeli71e8CBvroVLTCj_fcH89x466hZUP/pubhtml. 12.No later than 15 calendar days after the end of each month, the SUBRECIPIENT reports payments to prime contractors within the ADOT Local Public Agencies DBE Reporting System located at https://arizonalpa.dbesystem.com. 13.Submit contract data in support of monthly, semi-annual and annual federal reporting submission made by ADOT. SUBRECIPIENTS, Certification Acceptance Agencies and LPAs are required to use the ADOT Local Public Agencies DBE System , via https://arizonalpa.dbesystem.com. 14.Monitor and enforce that contractors enter and report subcontractor payments by the last day of each month for the previous month in the LPA DBE System and that Prompt Payment of DBEs and other subcontractors are monitored and enforced. Monitoring is accomplished through the LPA audit process and its notifications . 15.Monitor and ensure Contractor compliance with DBE Program Plan, policies, and regulations, including with the ADOTs concurrence , deems appropriate, which may include, but is not limited to: - Withholding payments; - Assessing sanctions; - Liquidated damages; and/or - Disqualifying the contractor from future bidding on the grounds of being non-responsible. Page 49 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit F DBE REQUIREMENTS FOR FTA FUNDED PROJECTS Item # DBE Program Compliance Required Activities 16.ADOT conducts project site visits to ensure all DBEs are meeting a Commercially Useful Function (CUF) on each DOT-assisted contract. Any DBE determined to not be performing a commercially useful function will be notified by the SUBRECIPIENT within seven calendar days of the decision. In the event that the DBE appeals the decision to ADOT’s Business Engagement and Compliance Office, the decision remains in effect unless and until ADOT BECO reverses or modifies Grantee's decision. ADOT BECO will promptly consider any appeals and notify the contractor of the ADOT BECO findings and decisions . Decisions on CUF matters are not administratively appealable to USDOT. 17.Implement monitoring and enforcement mechanisms to ensure compliance with the terms of the contract, including application of applicable sanctions, as needed, for payment reporting, prompt payment, DBE termination/substitution and not meeting the DBE contract goal. 18.Follow DBE contract specification to notify ADOT BECO and ADOT PM in writing to secure ADOT BECO’s approval prior to any termination , substitution, or reduction of work of a committed DBE firm used to meet the DBE contract goal. 19.Monitor DBE utilization on projects through out the life of the contract and notify ADOT BECO as soon as SUBRECIPIENT is aware of a potential issue that may affect DBE commitments made at time of award. Such notification includes when a DBE loses certification. Pursuant to 49 CFR § 26.87(j), special requirements exist depending on whether the DBE was already contracted or if contracting is pending. Steps to take specific to the LPA DBE System will be available in the Subrecipient Procurement Compliance Checklist, Tab 4. Each Procurement, under the heading “Consequences of a DBE’s Decertification” (https://docs.google.com/spreadsheets/d/e/2 PACX-1vTRUM03uXA2NyGrWfn-AvN35HJhUElGx5 UXatifEMIekHgmVeli71e8CBvroVLTCj_fcH89x466hZUP/pubhtml). 20.Ensure that all DBE Certification of Final Payment (COP) Forms are submitted by contractors within 30 calendar days of subcontractor completing the work and submit a copy to ADOT BECO . 21.Ensure timely contract closeout by verifying all subcontractor payments are reported in the DBE System, closeout contracts in the LPA DBE reporting system , and complete all mandatory reporting requirements in the LPA DBE system by April 1st and October 1st of each year. 22.As part of the proposal submission during a formal procurement (RFP, IFB, etc.), the SUBRECIPIENT must incorporate receipt of a bidder’s list into the responsiveness / susceptible for award determination. FAILURE TO SUBMIT THE REQUIRED BIDDERS/PROPOSERS LIST TO THE GRANTEE PROCUREMENT OFFICE BY THE STATED TIME AND IN THE MANNER HEREIN SPECIFIED SHALL BE CAUSE FOR THE BIDDER BEING DEEMED INELIGIBLE FOR AWARD OF THE CONTRACT. 23.Cooperate with ADOT or DOT audits and site visits for DBE Program Plan and contract compliance. Provide access to procedures and project files. Enable onsite interview with contracting, financial, DBE compliance, and project staff . 24.Each contract signed with a contractor and each subcontract a prime signs with a subcontractor must include the following assurance: 24.a A vendor/contractor/consultant/subcontractor/subconsultant (herein after referred to as Page 50 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit F DBE “contractor”) shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT assisted contracts . Failure by the contractor to carry out these requirements represents a material breach of this contract, which may result in the termination of this contract or such other remedy as the Grantee, with the Department’s concurrence, deems appropriate, which may include, but is not limited to: Withholding payments;Assessing sanctions;Liquidated damages; and/orDisqualifying the contractor from future bidding on the grounds of being non-responsible. REQUIREMENTS FOR FTA FUNDED PROJECTS Item # DBE Program Compliance Required Activities 24.b Each contractor shall establish a program that will ensure nondiscrimination in the award and administration of contracts and subcontracts. 24.c Each contractor shall designate a full time employee who shall be responsible for the administration of the contractor's DBE program. 24.d Each contractor shall prohibit agreements in which a DBE promises not to provide subcontracting quotations to other bidders. 24.e Subcontract Payment Reporting in the DBE system: 24.e.1 The Arizona Department of Transportation (the Department) is required to collect data on DBE and non-DBE participation, including lower tier subcontracts, to report to FHWA and FTA on Federal-aid projects. The contractor is notified that such record keeping is required by the Department for tracking DBE participation on both race neutral and race conscious projects (i.e. projects with and without DBE goals). 24.e.2 The contractor shall respond to SUBRECIPIENT payment audits reported each month electronically through the Department’s web -based payment tracking system (https://arizonalpa.dbesystem.com/), reporting its payments to all DBEs and non-DBE subcontractors working on the project. In addition, the contractor shall require that all DBE and non-DBE subcontractors, shall also respond to its audits and report lower-tier subcontractor payments in the same manner. 24.e.3 If, by the DBE system audit deadline, the contractor has not submitted the required report for work performed during the preceding month, or the submitted report failed to include all amounts earned by and paid to all DBEs and non-DBEs, including all lower-tier DBE and non-DBE subcontractors, the Project Manager will work with the ADOT MPD Program Manager to determine if sanctions should be assessed. These liquidated damages shall be in addition to all other reductions or liquidated damages provided for elsewhere in the contract. 24.f The contractor is herein notified that it shall not withhold retainage from any subcontractor payments pursuant to 49 CFR 26.29.b(1) and shall comply with Prompt Payment requirements. Contractors must pay subcontractors for satisfactory performance (i.e., all the tasks called for in the subcontract for the invoicing period have been accomplished and documented as required and any deliverables are approved) no later than 7 days from receipt of each payment made to the contractor. The prompt payment provision applies to all subcontractors at all tiers, not just DBEs. Page 51 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit F DBE 24.g The contractor shall include these provisions in all of its subcontracts, and ensure that its subcontractors include these provisions in any lower-tier subcontracts. 24.h Any language provided in this Agreement DBE Section supersedes language provided by ProcurementPro for FTA-funded contracting requirements. ADDITIONAL REQUIREMENTS FOR FHWA FUNDED PROJECTS Item # DBE Program Compliance Required Activities 1.Submit by the 8th of each month, a completed Business Engagement Compliance Office (BECO) form reporting all new awards and modification to awards for projects funded by FHWA . 2.Submit all FHWA DOT-assisted contracts to ADOT BECO to be assessed for a DBE goal . 3.Notify the ADOT PM and ADOT Business Engagement and Compliance Office (BECO) in writing immediately following DOT-assisted project a) bid opening of architect & engineering, design, or construction low bidder or b) selected professional services when the contractor and/or consultant indicates on the DBE Assurance Form that the DBE contract goal cannot be met . 4.Submit all Good Faith Effort documentation to ADOT BECO for review and concurrence prior to the awarding of DOT-assisted contracts. 5.Collect DBE Affidavits (FHWA-funded contracts only), bidder/proposer list confirmation email and all other ADOT required forms and submit to ADOT BECO in accordance with the applicable FHWA Compliance Checklist (https://docs.google.com/spreadsheets/d/e/2 PACX-1vTRUM03uXA2NyGrWfn-AvN35HJhUElGx5 UXatifEMIekHgmVeli71e8CBvroVLTCj_fcH89x466hZUP/pubhtml). 6.Ensure the receipt of Bid Verification Notice from ADOT BECO prior to contract award . 7.Prior to final payment on any Project with an assessed DBE goal greater than zero, the SUBRECIPIENT shall determine whether the consultant met the assessed DBE goal . Where the goal was not met, the SUBRECIPIENT must forward the written determination document and a copy of the final invoice to the ADOT MPD DBE Liaison and Regional Planner /Project Manager, who will work with the ADOT BECO to determine if sanctions are required . In the event sanctions are required, the SUBRECIPIENT will reduce the final payment on the Project by the fee , copying the vendor with the sanction notice provided by ADOT . a I certify that I have read and understand this page. Page 52 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit G Insurance EXHIBIT G MPD INDEMNIFICATION AND INSURANCE REQUIREMENTS 5310 AND 5311 PROGRAMS (EFFECTIVE 1/4/2023) INDEMNIFICATION To the fullest extent permitted by law , the SUBRECIPIENT shall indemnify, defend, and hold harmless the State of Arizona, ADOT and its officers, officials, agents and employees (hereinafter referred to in this section as "indemnitee") from and against any and all claims, actions, liabilities, damages, losses or expenses, including court costs, reasonable attorneys' fees and costs of claim processing, investigation and litigation (hereinafter referred to as "claims") for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the SUBRECIPIENT or any of its owners , officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers' Compensation Law or arising out of the failure of the SUBRECIPIENT to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the indemnitee, be indemnified by the SUBRECIPIENT from and against any and all claims. It is agreed that the SUBRECIPIENT will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the SUBRECIPIENT agrees to waive all rights of subrogation against the State of Arizona, ADOT and its officers, officials, agents and employees for losses arising from the work performed by the SUBRECIPIENT under this Agreement . This indemnity clause shall not apply if the SUBRECIPIENT or its subcontractor(s) is/are an agency, board, commission or University of the State of Arizona. INSURANCE REVIEW REQUIREMENTS SUBRECIPIENT must complete and sign the ADOT 5310/5311 GRANT AGREEMENT INSURANCE CHECKLIST and submit to mlb_mpd@azdot.gov with the required evidence of insurance or self-insurance. Risk Management will review for compliance and notify the SUBRECIPIENT and MPD Transit of acceptance or deficiencies . INSTRUCTIONS FOR SUBMITTAL OF THE INSURANCE PACKAGE: Email Subject Line to Read: •Review of Insurance for {insert “XXXXXXXX” and the Contract Number and the name of Page 53 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit G Insurance SUBRECIPIENTRECIPIENT} Body of Email: •"Please review the attached Checklist and evidence of insurance for compliance with MPD 5310/5311 Grant Program requirements.” •"Requested Turn Around : 1 Week” Attach: •ADOT 5310/5311 GRANT AGREEMENT INSURANCE CHECKLIST •Completed and signed Insurance Certificate(s) and endorsements/relevant policy sections, or evidence of self-insurance. (include language that indicates self-insurance is primary/non-contributory, ADOT and the State of Arizona are additional insured under the self -insurance program, and subrogation is waived as required under the Agreement ). INSURANCE REQUIREMENTS The SUBRECIPIENT and/or any subcontractor shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under the Agreement , insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the SUBRECIPIENT, its agents, representatives, employees and/or contractors/subcontractors. The Insurance Requirements herein are minimum requirements for the Agreement and in no way limit the indemnity covenants contained in the Agreement . The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the SUBRECIPIENT from liabilities that arise out of the performance of work under the Agreement by the SUBRECIPIENT , its agents, representatives, employees and/or contractors/subcontractors, and the SUBRECIPIENT is free to purchase additional insurance . A.MINIMUM SCOPE AND LIMITS OF INSURANCE The SUBRECIPIENT shall provide coverage with limits of liability not less than those stated below . Deductible(s), Self Insurance, and Self-Insured Retention (SIR) amounts are subject to review and approval by ADOT Safety and Risk Management . 1.Commercial Automobile Liability and Physical Damage Coverage The policy shall contain Bodily Injury and Property Damage coverage for any owned, leased, hired, and/or non-owned vehicles used in the performance of the Agreement . Page 54 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit G Insurance Combined Single Limit Auto Liability (CSL) $1,000,000 Vehicles carrying four (4) or fewer passengers $2,000,000 Vehicles carrying five (5) up to fifteen (15) passengers $5,000,000 Vehicles carrying sixteen (16) or more passengers Physical Damage Coverage (Collision/Comprehensive Coverage) $5,000 Maximum Comprehensives Deductible $5,000 Maximum Collision Deductible a.The policy shall be endorsed, as required by written agreement, to name the “The State of Arizona and/or ADOT” as loss payee(s) as their interests may appear. b.The policy shall be endorsed, as required by written agreement, to include the “The State of Arizona, ADOT/MVD and its officers, officials, agents, and employees” to be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the SUBRECIPIENT involving automobiles owned , leased, hired or borrowed by the SUBRECIPIENT. c.The policy shall contain a waiver of subrogation endorsement in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers , officials, agents, and employees for losses arising from work performed by or on behalf of the SUBRECIPIENT. d.The SUBRECIPIENT’s policies shall stipulate and /or be endorsed that the insurance afforded the SUBRECIPIENT shall be primary insurance and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as prescribed by A.R.S. § 41-621 (E). 2.Commercial General Liability – Occurrence Form (AS APPLICABLE) The policy shall include bodily injury, property damage, personal and advertising injury and broad form contractual liability coverage.  General Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Blanket Contractual Liability – Written and Oral $1,000,000 Damage to Rented Premises $50,000 Each Occurrence $1,000,000 Page 55 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit G Insurance a.The policy shall be endorsed, as required by written agreement, to include the “The State of Arizona, ADOT/MVD and its officers, officials, agents, and employees” shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the SUBRECIPIENT. b.The policy shall contain a waiver of subrogation endorsement in favor of the State of Arizona, the Department and its officers , officials, agents, and employees for losses arising from work performed by or on behalf of the SUBRECIPIENT. c.The SUBRECIPIENT’s policies shall stipulate and /or be endorsed that the insurance afforded the SUBRECIPIENT shall be primary insurance and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as prescribed by A.R.S. § 41-621 (E). 3.Workers’ Compensation and Employers' Liability (AS APPLICABLE) Workers' Compensation Statutory Limits Employers' Liability Each Accident $500,000 Disease – Each Employee $500,000 Disease – Policy Limit $1,000,000 a.The policy shall contain a waiver of subrogation endorsement in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers , officials, agents, and employees for losses arising from work performed by or on behalf of the SUBRECIPIENT. b.This requirement shall not apply to a SUBRECIPIENT or contractor /subcontractor exempt under A.R.S. § 23-901, if such SUBRECIPIENT or contractor/subcontractor executes the ADOT Workers’ Compensation Waiver for Sole Proprietors and Independent Contractors form. B.ADDITIONAL INSURANCE REQUIREMENTS 1.The SUBRECIPIENT's policies, as applicable, shall stipulate that the insurance afforded the Company shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and non -contributory insurance, as prescribed by A.R.S. § 41-621 (E). Page 56 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit G Insurance 2.Insurance provided by the SUBRECIPIENT shall not limit SUBRECIPIENT’s liability assumed under the indemnification provisions of this Agreement . C.NOTICE OF CANCELLATION With the exception of ten (10)-day notice of cancellation for non-payment of premium, any changes material to compliance with the Agreement in the insurance coverages above shall require sixty (60) days written notice to the State of Arizona . Such notice(s) shall be sent directly to the ADOT Risk Management, Insurance & Indemnification Section and shall be sent by certified mail, return receipt requested. D.ACCEPTABILITY OF INSURERS The SUBRECIPIENT’s insurance shall be placed with insurance companies duly licensed in the State of Arizona or which hold approved non-admitted status on the Arizona Department of Insurance’s List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A - VII or be duly authorized to transact Workers’ Compensation insurance in the State of Arizona . The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the SUBRECIPIENT from potential insurer insolvency . E.VERIFICATION OF COVERAGE 1.The SUBRECIPIENT shall furnish the State of Arizona with certificates of insurance (ACORD form or equivalent approved by the State of Arizona ) as required by this Agreement . The certificates for each insurance policy are to be signed by an authorized representative. 2.All insurance certificates and endorsements are to be received and approved by the State of Arizona before work commences under the Agreement . 3.Insurance coverage must be in effect at or prior to commencement of work under the Agreement and must remain in effect for its duration . Failure to maintain the required insurance coverages or provide timely evidence of coverage renewal is a material breach of the Agreement . 4.All certificates required by this Contract shall be uploaded to the Arizona Grant Management System. The State of Arizona project /contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete , certified copies of all insurance policies required by the grant agreement at any time. F.SUBCONTRACTORS SUBRECIPIENT’s Certificate(s) shall include all contractors/subcontractors as insured under its policies or SUBRECIPIENT shall be responsible for ensuring and /or verifying that all contractors/subcontractors have valid and collectable insurance as evidenced by the Certificates of Insurance and endorsements for Page 57 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit G Insurance each contractor/subcontractor. All coverage for contractors/subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the SUBRECIPIENT that its contractors/subcontractors have the required coverage. G.APPROVAL Any modification or variation from the insurance requirements in this Agreement shall be made in consultation with ADOT, Safety & Risk Management Division. Such action will not require a formal amendment to this Agreement , but may be made by administrative action. H.EXCEPTIONS If the SUBRECIPIENT or contractor(s)/sub-contractor(s) is/are a State of Arizona agency , board, commission, or university, none of the above insurance requirements shall apply. aI certify that I have read and understand this page. Page 58 of 5902/17/2025 5310 Application 2025 Organization: Town of Oro Valley 5310-2025\2026-Town of Or-00008 Exhibit H NonTribal EXHIBIT H LANGUAGE MODIFICATIONS Federally Recognized Tribes Revised 12/2020 Exhibit H only applies to federally recognized tribes. All applicants are required to acknowledge this page by checking the box below. aI certify that I have read and understand this page. Page 59 of 5902/17/2025    Town Council Regular Session C. Meeting Date:03/19/2025   Requested by: Michael Alexander Submitted By:Michael Alexander, Public Works Department:Public Works SUBJECT: Resolution No. (R)25-09, authorizing and approving the Town of Oro Valley Public Works Transit Division Title VI Plan update RECOMMENDATION: Staff recommends approval. EXECUTIVE SUMMARY: The Town of Oro Valley Transit Division Title VI and Limited English Proficiency Plan (Title VI Plan) have been updated as requested by the Arizona Department of Transportation (ADOT) Civil Rights Compliance Office. The Title VI Plan is required to be approved by the Town Council every two years regardless of plan changes. These updates to the Title VI Plan include updates to: the Public Participation Plan; the Limited English Proficiency Plan (LEPP), including the Town of Oro Valley demographic data and the nature and importance of transit services.   BACKGROUND OR DETAILED INFORMATION: The Town of Oro Valley Transit Division provides transportation to constituents who reside within the greater Oro Valley area, as designated by the Regional Transportation Authority (RTA). This service is primarily funded by the RTA, a voter-approved Pima County sales tax. In addition, the Federal Transit Administration (FTA), through ADOT, assists the Town in obtaining para-transit vehicles. With federal grant funding, the FTA, through ADOT, pays for 80% of the cost to obtain replacement vehicles for the Town fleet. To obtain these federal grants, the Town of Oro Valley Transit Division is required to update the Town of Oro Valley board-approved Title VI non-discrimination plan. Included within this plan is a requirement to develop a Limited English Proficiency Plan (LEPP). This Title VI Plan complies with the template that is mandated by the Arizona Department of Transportation. Updates include: 1) management structure of the Transit department, 2) contact information for the City of Tucson Title VI coordinator, 3) updated information on the Discrimination Complaint Form – Spanish under La Seccion II., 4) updated initiatives and activities taken to engage the public in decision making, marketing and outreach, 5) added surveys, pamphlets and flyers used to communicate with passengers and potential passengers, 6) updated the demographics of limited English speaking households and actions taken to ensure these households are aware of the transit service provided. This Title VI Plan has been conditionally approved by ADOT, pending approval of the Town of Oro Valley Mayor and Council. The Town of Oro Valley Transit Division is submitting a grant request through ADOT to replace six (6) 14-passenger para-transit buses and minivans with lifts and ramps due to the age of the buses which are eight (8) years old and are approaching 200,000 miles. These vehicles will exceed federal guidelines for the useful life of these type of para-transit buses, which is eight (8) years old or has reached 200,000 miles. If the Title VI plan is not approved, the Town of Oro Valley Transit Division will not be eligible for this grant. The ADOT Civil Rights Compliance office initiated a request to update this plan. The updates are on the Public Participation Plan pages 13 and 14 along with the flyers and advertisements on pages 15, 16, 17, 18 and 19. Updates to the LEPP data are located on pages 20 and 21. The last update to the Town of Oro Valley Public Works Transit Division Title VI Plan was approved by Town Council on March 1, 2023.    FISCAL IMPACT: Adopting this resolution will have no fiscal impact; it is cost-neutral.  However, should the Transit Services Division be successful in their annual request for funding, the Town will need to provide the 20% local match for the requested grant elements. This funding is requested annually through the Town of Oro Valley budget process.    SUGGESTED MOTION: I MOVE to (approve/deny) Resolution No. (R)25-09, authorizing and approving the Town of Oro Valley Transit Division Title VI Plan update. or I MOVE to …     Attachments (R)25-09 Transit Division Title VI Resolution  Title VI Plan 2025  Transit Division Title VI Resolution_2025.doc Town of Oro Valley Attorney’s Office/ca/022510 RESOLUTION NO. (R)25-09 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, ADOPTING THE TOWN OF ORO VALLEY TRANSIT SERVICES DIVISION TITLE VI PLAN; AND DIRECTING THE TOWN MANAGER, TOWN CLERK, TOWN LEGAL SERVICES DIRECTOR, OR THEIR DULY AUTHORIZED OFFICERS AND AGENTS, TO TAKE ALL STEPS NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION WHEREAS, Title VI of the Civil Rights Act of 1964 states that no person in the United States shall be denied benefits or be subjected to discrimination under any program or activity receiving Federal financial assistance; and WHEREAS, both the Federal Transportation Administration and Arizona Department of Transportation require that any entity requesting funds for transit services adopt a Title VI Plan; and WHEREAS, although the Title VI Plan is in place in the Transit Services Division, the Plan requires necessary updates requested by the Arizona Department of Transportation (ADOT) Civil Rights Compliance Office including updates to management structure, contact information, updated activities and information undertaken to communicate with the public and the Limited English Proficiency Plan (LEPP) including the Town of Oro Valley demographic data and the nature and importance of transit services; and WHEREAS, the updated plan will repeal and replace the Title VI policy that was adopted on March 1, 2023, by Resolution No.: 23-07; and WHEREAS, it is in the best interest of the Town to adopt the Town of Oro Valley Transit Services Division Title VI Plan, attached hereto as Exhibit “A” and incorporated herein by this reference. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Oro Valley, Arizona, that: SECTION 1. The Town of Oro Valley Transit Services Division Title VI Plan, attached hereto as Exhibit “A”, is hereby adopted. SECTION 2. The Mayor and any other administrative officials of the Town of Oro Valley are hereby authorized to take such steps as are necessary to execute and implement the terms of the Plan. SECTION 3. That the Town Manager, Town Clerk, Town Legal Services Director, or their duly authorized officers and agents are hereby authorized and directed to take all steps necessary to carry out the purposes and intent of this resolution. SECTION 4. If any section, subsection, sentence, clause, phrase, or portion of the resolution or any part of the Town of Oro Valley Transit Services Division Title VI Plan adopted herein is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. SECTION 5. All Oro Valley resolutions or motions and parts of resolutions or motions of the Council in conflict with the provisions of this Resolution are hereby repealed PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona, this 19th day of March, 2025 TOWN OF ORO VALLEY Joseph C. Winfield, Mayor ATTEST: APPROVED AS TO FORM: Michael Standish, Town Clerk Tobin Sidles, Legal Services Director Date Date Exhibit “A” Last Updated: Jan-25 Title VI Plan Town of Oro Valley Transit Services Division 2025 Title VI Contact: Aimee Ramsey, Title VI Coordinator Title VI Contact Phone: (520) 229-4874 Title VI Contact Email: ARamsey@OroValleyAZ.Gov Alternate Language Phone: (520)229-4990 Address: 11000 N La Canada Dr, Oro Valley, AZ 85737 Web Address https://www.orovalleyaz.gov/Government/Departments/Public- Works/Services/Need-a-ride Para Información en Español: Aimee Ramsey, (520) 229-4990. 2 Title VI Plan Table of Contents Title VI Plan Cover Page ......................................................................................................................... 1 Title VI Plan Table of Contents .............................................................................................................. 2 Executive Summary ............................................................................................................................... 3 Non Discrimination Notice to the Public............................................................................................... 4 Non Discrimination Notice to the Public - Spanish ............................................................................... 5 Non Discrimination ADA/Title VI Complaint Procedures ..................................................................... 6 Discrimination ADA/Title VI Complaint Form - English ........................................................................ 8 Discrimination ADA/Title VI Complaint Form - Spanish ..................................................................... 10 Discrimination ADA/Title VI Investigations, Complaints, and Lawsuits ............................................ 12 Public Participation Plan ...................................................................................................................... 13 Limited English Proficiency Plan .......................................................................................................... 20 Non-elected Committees Membership Table ................................................................................... 266 Monitoring for Subrecipient Title VI Compliance ............................................................................. 266 Title VI Equity Analysis ...................................................................................................................... 266 Fixed Route Transit Provider Analysis............................................................................................... 277 Board Approval for the Title VI Plan ................................................................................................... 28 3 Executive Summary The Town of Oro Valley Sun Shuttle Dial-a-Ride provides regional transportation service to seniors age 65 and over and disabled passengers that qualify for service under the Americans with Disabilities Act. This service is provided as part of the Regional Transportation Authority (RTA) transit system. Funds from 5310 grants are used to obtain vehicles and mobility management projects. The first vehicles obtained through the 5310 program were in 2009. Oro Valley Dial-a-Ride employs 60 drivers, one dispatcher, two schedulers, mechanic, transit specialist and two reservation agents. One Transit Administrator and three Transit Supervisor’s supervise and manage these personnel. The administrator and supervisors are supervised and managed by the Assistant Director of the Town of Oro Valley Public Works department. What type of program fund(s) did you apply for? ☒ 5310 ☐ 5311 ☒ Other (please explain) 5307 as a Subrecipient of the City of Tucson Type of Funding Requests? (Check all that apply) ☒ Vehicle Funds ☐ Operating Funds ☒ Other (please) Other Capital for Lift Preventative Maintenance and In-Vehicle Cameras Is your agency a direct recipient of FTA funds? ☐Yes ☒No 4 Non-Discrimination Notice to the Public Notifying the Public of Rights Under Title VI and ADA Town of Oro Valley Transit Services Division Town of Oro Valley Transit Services Division operates its programs and services without regard to race, color, national origin or disability in accordance with Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990 (ADA). Any person who believes she or he has been aggrieved by any unlawful discriminatory practice under Title VI may file a complaint with the Town of Oro Valley Transit Services Division. For more information on the Town of Oro Valley Transit Services Division’s civil rights program, and the procedures to file a complaint, contact Aimee Ramsey, Title VI Coordinator, (520) 229- 4874; email ARamsey@OroValleyAZ.Gov; or visit our administrative office at 11000 N La Canada Dr, Oro Valley, AZ 85737. For more information, visit: https://www.orovalleyaz.gov/Government/Departments/Public-Works/Ride-Options-and- Transportation-Information. Complaints may be filed directly with the Arizona Department of Transportation (ADOT) Civil Rights Office. ATTN: Title VI Program Coordinator, 1801 W Jefferson St. MD 155A Phoenix AZ, 85007 or with the Federal Transit Administration (FTA). ATTN: Title VI Program Coordinator, 1200 New Jersey Ave., SE Washington DC 20590. If information is needed in another language, contact (520)229-4990. *Para información en Español llame: Aimee Ramsey, (520) 229-4990. 5 Non-Discrimination Notice to the Public - Spanish Aviso Público Sobre los Derechos Bajo el Título VI Y ADA Town of Oro Valley Transit Services Division Town of Oro Valley Transit Services Division (y sus subcontratistas, si cualquiera) asegura cumplir con el Título VI de la Ley de los Derechos Civiles de 1964, Sección 504 de la Ley de Rehabilitación de 1973 y La Ley de ciudadanos Americanos con Discapacidades de 1990 (ADA). El nivel y la calidad de servicios de transporte serán proveídos sin consideración a su raza, color, país de origen, o discapacidad. Para obtener más información sobre el programa de Derechos Civiles de Town of Oro Valley Transit Services Division, y los procedimientos para presentar una queja, contacte Aimee Ramsey, Title VI Coordinator (520) 229-4874; o visite nuestra oficina administrativa en 11000 N La Canada Dr, Oro Valley, AZ 85737. Para obtener más información, visite https://www.orovalleyaz.gov/Government/Departments/Public-Works/Ride-Options-and- Transportation-Information. Una queja puede ser presentada con la oficina de Derechos Civiles del Departamento de Transporte de Arizona (ADOT). Atención: Title VI Program Coordinator, 1801 W Jefferson St, MD 155A Phoenix AZ, 85007 o con la Administración Federal de Transporte (FTA). Atención: Title VI Coordinator, 1200 New Jersey Ave., SE Washington DC 20590. This notice is posted in each vehicle, in the town public administrative offices, in the Transit Services Division office and online at https://www.orovalleyaz.gov/Government/Departments/Public- Works/Ride-Options-and-Transportation-Information. 6 Non-Discrimination ADA/Title VI Complaint Procedures These procedures provide guidance for all complaints filed under Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990 (ADA) as they relate to any program or activity that is administered by Town of Oro Valley Transit Services Division including consultants, contractors and vendors. Intimidation or retaliation as a result of a complaint is prohibited by law. In addition to these procedures, complainants reserve the right to file a formal complaint with other State or Federal agencies or to seek private counsel for complaints alleging discrimination. Every effort will be made to resolve complaints at the lowest possible level. (1) Any person who believes he and/or she has been discriminated against on the basis of race, color, national origin, or disability may file a discrimination complaint by completing and submitting the agency’s Title VI Complaint Form. (2) Formal complaints must be filed within 180 calendar days of the last date of the alleged act of discrimination or the date when the alleged discrimination became known to the complainant(s), or where there has been a continuing course of conduct, the date on which the conduct was discontinued or the latest instance of the conduct. (3) Complaints must be in writing and signed by the complainant(s) and must include the complainant(s) name, address and phone number. The ADA/Title VI contact person will assist the complainant with documenting the issues if necessary. (4) Allegations received by fax or e-mail will be acknowledged and processed, once the identity of the complainant(s) and the intent to proceed with the complaint have been established. For this, the complainant is required to mail a signed, original copy of the fax or email transmittal for the complaint to be processed. (5) Allegations received by telephone will be reduced to writing and provided to the complainant for confirmation or revision before processing. A complaint form will be forwarded to the complainant for him/her to complete, sign and return for processing. (6) Once submitted, the Town of Oro Valley Transit Services Division will review the complaint form to determine jurisdiction. All complaints will receive an acknowledgement letter informing her/him whether the complaint will be investigated by the Town of Oro Valley Transit Services Division or submitted to the State or Federal authority for guidance. 7 (7) Town of Oro Valley Transit Services Division will notify the ADOT Civil Rights Office via telephone at 602-712-8946 or email at civilrightsoffice@azdot.gov and Davita Mueller, Title VI Coordinator, City of Tucson (COT) via telephone 520-206-8825 or email at Davita.Mueller@tucsonaz.gov of ALL discrimination complaints within 72 hours. (8) Town of Oro Valley Transit Services Division has 15 business days to investigate the complaint. If more information is needed to resolve the case, the Town may contact the complainant. The complainant has 15 business days from the date of the letter to send requested information to the investigator assigned to the case. If the investigator is not contacted by the complainant or does not receive the additional information within 15 business days, the Town can administratively close the case. A case can be administratively closed also if the complainant no longer wishes to pursue their case. (9) After the investigator reviews the complaint, she/he will issue one of two letters to the complainant: a closure letter or a letter of finding (LOF). A closure letter summarizes the allegations and states that there was not a Discrimination violation and that the case will be closed. An LOF summarizes the allegations and the interviews regarding the alleged incident, and explains whether any disciplinary action, additional training of the staff member or other action will occur. (10) A copy of either the closure letter or LOF must also be submitted to ADOT within 72 hours of that decision. Letters may be submitted by hard copy or email. (11) A complainant dissatisfied with Town of Oro Valley Transit Services Division decision may file a complaint with the Arizona Department of Transportation (ADOT) or the Federal Transit Administration (FTA) offices of Civil Rights: ADOT: ATTN ADA/Title VI Program Coordinator, 1801 W Jefferson St. MD 155A Phoenix AZ, 85007, FTA: Attention Title VI Program Coordinator, East Building, 5th Floor-TCR 1200 New Jersey Ave., SE Washington DC 20590 (12) A copy of these procedures can be found online at: https://www.orovalleyaz.gov/Government/Departments/Public-Works/Ride-Options-and- Transportation-Information. If information is needed in another language, contact (520)229-4990. *Para información en Español llame: Aimee Ramsey, (520) 229-4990. 8 Discrimination ADA/Title VI Complaint Form - English Section I: Name: Address: Telephone (Home): Telephone (Work): Electronic Mail Address: Accessible Format Requirements? ☐ Large Print ☐ Audio Tape ☐ TDD ☐ Other Section II: Are you filing this complaint on your own behalf? ☐ Yes* ☐ No *If you answered “yes” to this question, go to Section III. If not, please supply the name and relationship of the person for whom you are complaining. Please explain why you have filed for a third party: Please confirm that you have obtained the permission of the aggrieved party if you are filing on behalf of a third party. ☐ Yes ☐ No Section III: I believe the discrimination I experienced was based on (check all that apply): ☐ Race ☐ Color ☐ National Origin ☐ Disability Date of Alleged Discrimination (Month, Day, Year): Explain as clearly as possible what happened and why you believe you were discriminated against. Describe all persons who were involved. Include the name and contact information of the person(s) who discriminated against you (if known) as well as names and contact information of any witnesses. If more space is needed, please use the back of this form. Section VI: Have you previously filed a Discrimination Complaint with this agency? ☐ Yes ☐ No 9 If yes, please provide any reference information regarding your previous complaint. Section V: Have you filed this complaint with any other Federal, State, or local agency, or with any Federal or State court? ☐ Yes ☐ No If yes, check all that apply: ☐ Federal Agency: ☐ Federal Court: ☐ State Agency: ☐ State Court : ☐ Local Agency: Please provide information about a contact person at the agency/court where the complaint was filed. Name: Title: Agency: Address: Telephone: Section VI: Name of agency complaint is against: Name of person complaint is against: Title: Location: Telephone Number (if available): You may attach any written materials or other information that you think is relevant to your complaint. If information is needed in another language, contact (520)229-4990. *Para información en Español llame: Aimee Ramsey, (520) 229-4990. Your signature and date are required below: Signature Date Please submit this form in person at the address below, or mail this form to: Town of Oro Valley Transit Services Division Aimee Ramsey, Title VI Coordinator 11000 N La Canada Dr, Oro Valley, AZ 85737 (520) 229-4874 ARamsey@OroValleyAZ.Gov A copy of this form can be found online at https://www.orovalleyaz.gov/Government/Departments/Public-Works/Ride-Options-and- Transportation-Information. 10 Discrimination ADA/Title VI Complaint Form - Spanish Formulario de reclamación de discriminación La Seccion I: El Nombre: La Direccion: Teléfono (casa): Teléfono (trabajo): Dirección de correo electrónico Requisitos de formato accesible? ☐Impresión grande ☐Cinta de audio ☐ TDD ☐ Otro La Seccion II: Está presentando esta queja en su propio nombre? ☐Si* ☐No * Si contestó "sí" a esta pregunta, vaya a la sección III. Si no, por favor suministre el nombre y la relación de la persona para la cual usted se está quejando. Por favor explique por qué ha presentado una tercera parte: Por favor confirme que usted ha obtenido el permiso de la parte agraviada de si usted está presentando en nombre de una tercera persona ☐Si ☐No La Seccion III: Creo que la discriminación que experimenté se basó en (marque todos los que apliquen): ☐ Raza ☐ Color ☐Origen Nacional ☐ Discapacidad Fecha de presunta discriminación (mes, día, año): Explique lo más claramente posible lo que pasó y por qué cree que fue discriminado. Describir a todas las personas que participaron. Incluya el nombre y la información de contacto de la persona (s) que discrimina contra usted (si se conoce), así como los nombres y la información de contacto de los testigos. Si necesita más espacio, por favor use la parte posterior de este formulario. 11 La Seccion VI: Ha presentado anteriormente una queja por discriminación con esta agencia? ☐ Si ☐ N o En caso afirmativo, proporcione cualquier información de referencia con respecto a su queja anterior. La Seccion V: Ha presentado esta queja ante cualquier otra agencia federal, estatal o local, o con cualquier agencia federal? ☐ Si ☐ No En caso afirmativo, marque todo lo que corresponda: ☐ Agencia Federal: ☐ Corte federal: ☐ Agencia del estado: ☐ Tribunal Estatal: ☐ Agencia local: Proporcione información sobre una persona de contacto en la agencia / tribunal donde la queja fue archivado. Mombre: Título: Agencia: Dirección: Teléfono: La Seccion VI: El nombre de la queja de la agencia es contra: La queja del nombre de la persona es contra: Título: Ubicación: Número de teléfono (si está disponible): Puede adjuntar cualquier material escrito u otra información que considere relevante para su reclamo. Su firma y fecha son requeridas a continuación. ______________________________________ ________________ Firma Fecha Puede adjuntar cualquier material escrito u otra información que considere relevante para su reclamo. Su firma y fecha son requeridas a continuación: Ciudad de Oro Valley, Coordinador del Título VI 11000 N La Cañada Dr, Oro Valley, Arizona Tucson, Arizona 85701 Aimee Ramsey, (520) 229-4874 Correo electrónico: aramsey@orovalleyaz.gov Se puede encontrar una copia de este formulario en línea en: https://www.orovalleyaz.gov/Government/Departments/Public-Works/Ride-Options-and- Transportation-Information. 12 Discrimination ADA/Title VI Investigations, Complaints, and Lawsuits If no investigations, lawsuits, or complaints were filed select the option below. ☒ Town of Oro Valley Transit Services Division has not had any ADA nor Title VI Discrimination complaints, investigations, or lawsuits in 2024. Complainant Date (Month, Day, Year) Basis of Complaint (Race, Color, National Origin or Disability) Summary of Allegation Status Action(s) Taken Final Findings? Investigations 1) None 2) Lawsuits 1) None 2) Complaints 1) None 2) 13 Public Participation Plan Town of Oro Valley Transit Services Division is engaging the public in its planning and decision-making processes, as well as its marketing and outreach activities. The public will be invited to participate in the process whether through public meetings or surveys. As an agency receiving federal financial assistance, Town of Oro Valley Transit Services Division made the following community outreach efforts and activities to engage minority and Limited English Proficient populations since the last Title VI Plan submittal to ADOT CRO. ☒ Evidence of our successful public participation plan is an increase in ridership. The past three fiscal years, 22, 23 and now 24 we have achieved record ridership year over year. ☒ Expanded the distribution of agency brochures. Updated agency brochures were dropped off at many locations throughout 2024, including hospitals, assisted living complexes, libraries, grocery stores, apartment complexes, community centers and public areas at town facilities. ☒ Provided training and outreach seminars at retirement homes and communities including Splendido at Rancho Vistoso, All Seasons Oro Valley and Del Webb community. These seminars provided information about the transportation services provided and how to access this transportation including phone and on-line options. ☒ Participated in the 1. County wide Senior Resource Fair in April 2024. At this event several staff and drivers provided information and answered questions about the transportation service. More than 3,000 people attended this event. 2. Participated in Oro Valley’s 50th Anniversary Parade where hundreds of people lined the street. Brochures were handed out along with bus magnets and water bottles. 3. Met with PAG, RTA and other Transit providers to inform them of the Delegates Module. Delegates Module allows one entity to manage rides of multiple individuals, another transit agency, assisted living location, Mom with two or more children. ☒ Communication with the Friends of Oro Valley Transit takes place on a continuous basis when input and interaction with customers is beneficial to plan or consider new procedures. Updates are provided as well to highlight activities, such as COVID related issues, the addition of new vehicles, in- vehicle cameras, pre-pay faring, Customer Web Portal, etc. ☒ Update messages on the reservation line, (520) 229-4990 and Customer Web Portal on-line reservation tool to communicate information that is important for passengers to know. ☒ Posted the Nondiscrimination Public Notices to the following locations: ☒ Within transportation vehicles. ☒ Town website: https://www.orovalleyaz.gov/Government/Departments/Public- Works/Services/Need-a-ride. ☒ Lobbies of agency. ☒ The Town of Oro Valley website Dial-a-Ride links are continuously updated with notices and information such as the updated brochures, survey links and updates to current fares: https://www.orovalleyaz.gov/Government/Departments/Public-Works/Services/Need-a-ride. ☒ Besides the traditional call-in method of registering and scheduling trips, clients are able to register on-line and schedule trips on-line using the Customer Web Portal, Passenger Portal. This system allows customers to book/manage their trips 24 hours a day, see all future trips and watch the bus approach on the day of the trip. ☒ The Town of Oro Valley hosted several training and outreach programs to introduce the new Passenger Portal to the public and current riders. These sessions taught riders and potential riders 14 how to use the on-line portal to book and manage their trips. These sessions were held over several days and at different times of the day. In addition, these sessions were held at the Town’s public library which is an easily accessible central location. ☒ Advertisement of services takes place with various venues: o Local News service KGUN 9 o Advertisement in the Oro Valley Town Vista. This publication reaches all clients and businesses that receive a water bill, it was included in the envelope with the water bill invoice. o Articles in the “Northwest Explorer” most recently in August 2023. This is a regional newspaper. o April 2024 Oro Valley’s 50th Anniversary Parade o Pima County Senior Resource Fair held at the Oro Valley Steam Pump Ranch in April 2024 o September 2024 Coffee News was used. This is a local advertising pamphlet that is distributed to 35 locations throughout Oro Valley and Catalina o Distribution and display of service pamphlets/brochures at all local grocery stores, health care facilities, apartment complexes, libraries and community centers. o Advertisement on the Oro Valley town website: https://www.orovalleyaz.gov/Government/Departments/Public-Works/Services/Need-a- ride Town of Oro Valley Transit Services Division will make the following community outreach efforts for the upcoming year: ☒ Expand the distribution of agency brochures. ☒ Advertise public announcements through newspapers, fliers, or radio. ☒ Post the Nondiscrimination Public Notices to the following locations: ☒ Within transportation vehicles. ☒ Oro Valley Town Website. ☒ Lobby of agency. ☒ Partner with other local agencies to advertise services provided. ☒ Host public information meetings and or hearings. ☒ Add public interactive content to the agency’s webpage for the public to communicate schedule changes or activities. ☒ Host an information booth at a community event. ☒ Update agency documents/publications to make them more user-friendly e.g. comment forms or agency brochures. Other Examples of various outreach efforts are: 15 KGUN 9 Local News coverage 16 Oro Valley Town Vista 17 Northwest Explorer regional newspaper Passenger Portal Training 18 Oro Valley’s 50th Anniversary Parade 19 Pima County Resource Fair Coffee News Pamphlet Assisted Living location “How To Use” seminar 20 Limited English Proficiency Plan Town of Oro Valley Transit Services Division has developed the following Limited English Proficiency Plan (LEP) to help identify reasonable steps to provide language assistance for LEP persons seeking meaningful access to Town of Oro Valley Transit Services Division services as required by Executive Order 13166. A Limited English Proficiency person is one who does not speak English as their primary language and who has a limited ability to read, speak, write, or understand English. This plan details procedures on how to identify a person who may need language assistance, the ways in which assistance may be provided, training to staff, notification to LEP persons that assistance is available, and information for future plan updates. In developing the plan while determining the Town of Oro Valley Transit Services Division’s extent of obligation to provide LEP services, the Town of Oro Valley Transit Services Division undertook a U.S. Department of Transportation four-factor LEP analysis which considers the following: 1) The number or proportion of LEP persons eligible in the Town of Oro Valley Transit Services Division service area who may be served or likely to encounter by Town of Oro Valley Transit Services Division program, activities, or services. Source: U.S. Census Bureau: https://data.census.gov/cedsci/ 21 The largest percentage of households who speak English less than “very well” in Oro Valley is Spanish. This population makes up less than 1.9% of households in the town. The next largest percentage of households who speak English less than “very well” is German or Russian who each make up 0.05% of households in the town. The Oro Valley Sun Shuttle service is open to all residents of Oro Valley. Therefore, the potential frequency of the largest population of LEP households who would contact Sun Shuttle is less than 1.9%. Certification: The FTA requires an agency to develop an LEP if a population group that speaks English less than very well exceeds 5% of the total households. Based on the demographics, Oro Valley Sun Shuttle is not required to develop a LEP. However, Oro Valley Sun Shuttle will make all attempts to accommodate language access needs of residents. In addition, the town will continue to monitor and assess the demographics of LEP residents. 2) The frequency with which LEP individuals come in contact with the Town of Oro Valley Transit Services Division services: Town of Oro Valley Transit Services Division’s staff reviewed the frequency with which office staff, dispatchers and drivers have, or could have, contact with LEP persons for 2024 . Town of Oro Valley Transit Services Division averages no-contacts per year. 3) The nature and importance of the program, activities or services provided by the Town of Oro Valley Transit Services Division to the LEP population: The Town of Oro Valley takes deliberate action to ensure all potential riders are made aware of the dial-a-ride service. Brochures are dropped off at 40 locations throughout the town and representatives are briefed on the services available to their patrons or residents. Dial-a-Ride representatives attend community meetings to make presentations and answer questions about the services available. Locations have included community meetings at Splendido, All Season’s, Vistoso Village, Sun City, the Library and Holiday Inn. The transit service employs reservationist that speak Spanish. In addition, if a specific potential rider were to need assistance for any language that person would be contacted, and arrangements would be made to accommodate their needs. At the present time there are no registered riders that require special assistance beyond what is currently being provided. Disabled riders are required to apply for service with the regional disability office who then refer them to Oro Valley Dial-a- Ride. This regional office has full language assistance as well. This regional office would notify the Town Transit staff of any and all requirements for special language assistance at the time of the referral. 22 Limited English Proficiency Language Service Area 4) The resources available to Town of Oro Valley Transit Services Division and overall costs to provide LEP assistance. A brief description of these considerations is provided in the following section. 23 Town of Oro Valley Transit Services Division provides a statement in Spanish in all public outreach notices. The Town will provide vital information to LEP individuals in the language requested. Safe Harbor Provision for written translations: Town of Oro Valley Transit Services Division complies with the Safe Harbor Provision, as evidenced by the number of documents available in the Spanish language. With respect to Title VI information, the following is made available in Spanish: (1) Non-Discrimination Notice (2) Discrimination Complaint Procedures (3) Discrimination Complaint Form In addition, we will conduct our marketing (including using translated materials) as necessary in a manner that reaches each LEP group. Vital documents include the following: (1) Notices of free language assistance for persons with LEP (2) Notice of Non‐Discrimination and Reasonable Accommodation (3) Outreach Materials (4) Bus Schedules (5) Route Changes (6) Public Hearings 1) Town of Oro Valley Transit Services Division provides language assistance services through the below methods: ☒ Staff is provided a list of what written and oral language assistance products and methods the agency has implemented and how agency staff can obtain those services. ☒ Instructions are provided to customer service staff and other Town of Oro Valley Transit Services Division staff who regularly take phone calls from the general public on how to respond to an LEP caller. ☒ Instructions are provided to customer service staff and others who regularly respond to written communication from the public on how to respond to written communication from a LEP person. ☒ Instructions are provided to vehicle operators, station managers, and others who regularly interact with the public on how to respond to an LEP customer. 2) Town of Oro Valley Transit Services Division has a process to ensure the competency of translation service through the following methods as necessary: Currently there are no customers requiring service in a language other than English. Town of Oro Valley Transit Services Division will use Google Translate if a need arises to communicate in another language. Should a translation in a language not supported by Google Translate become necessary, alternative translation service will be obtained and utilized. 3) Town of Oro Valley Transit Services Division provides notice to LEP persons about the availability of language assistance through the following methods: 24 ☐ Signs and handouts available in vehicles ☒ Announcements in vehicles ☒ Agency websites 4) Town of Oro Valley Transit Services Division monitors, evaluates and updates the LEP plan through the following process: Town of Oro Valley Transit Services Division will monitor the LEP plan by conducting an annual Four-Factor analysis, establishing a process to obtain feedback from internal staff and members of the public and conducting internal evaluations to determine whether the language assistance measures are working for staff. Town of Oro Valley Transit Services Division will make changes to the language assistance plan based on feedback received. Town of Oro Valley Transit Services Division may take into account the cost of proposed changes and the resources available to them. Depending on the evaluation, Town of Oro Valley Transit Services Division may choose to disseminate more widely those language assistance measures that are particularly effective or modify or eliminate those measures that have not been effective. Town of Oro Valley Transit Services Division will consider new language assistance needs when expanding transit service into areas with high concentrations of LEP persons will consider modifying their implementation plan to provide language assistance measures to areas not previously served by the agency. 5) Town of Oro Valley Transit Services Division trains employees to know their obligations to provide meaningful access to information and services for LEP persons and all employees in public contact positions will be properly trained to work effectively with Google Translate. Town of Oro Valley Transit Services Division will implement processes for training of staff through the following procedures: Town of Oro Valley Transit Services Division will identify staff that are likely to come into contact with LEP persons as well as management staff that have frequent contact with LEP persons in order to target training to the appropriate staff. Town of Oro Valley Transit Services Division will identify existing staff training opportunities, as it may be cost-effective to integrate training on their responsibilities to persons with limited English proficiency into agency training that occurs on an ongoing basis. Town of Oro Valley Transit Services Division will include this training as part of the orientation for new employees. Existing employees, especially managers and those who work with the public may periodically take part in re- training or new training sessions to keep up to date on their responsibilities to LEP persons. Town of Oro Valley Transit Services Division will implement LEP training to be provided for agency staff. Town of Oro Valley Transit Services Division staff training for LEP to include: • A summary of the Town of Oro Valley Transit Services Division responsibilities under the DOT LEP Guidance; • A summary of the Town of Oro Valley Transit Services Division language assistance plan; • A summary of the number and proportion of LEP persons in the Town of Oro Valley Transit Services Division service area, the frequency of contact between the LEP population and the agency’s programs and activities, and the importance of the programs and activities to the population; • A description of the type of language assistance that the agency is currently providing and instructions on how agency staff can access these products and services; and • A description of the Town of Oro Valley Transit Services Division cultural sensitivity policies and practices. 25 The Oro Valley Sun Shuttle service is open to all residents of Oro Valley. Therefore, the potential frequency of the largest population of LEP households who would contact Sun Shuttle is less than 1.9%. Certification: The FTA requires an agency to develop an LEP if a population group that speaks English less than very well exceeds 5% of the total households. Based on the demographics, Oro Valley Sun Shuttle is not required to develop a LEP. However, Oro Valley Sun Shuttle will make all attempts to accommodate language access needs of residents. In addition, the town will continue to monitor and assess the demographics of LEP residents. Oro Valley Sun Shuttle employs dispatchers and booking agents that speak Spanish fluently. Other dispatchers and booking agents are able to use Google Translate. Therefore, any person who may need to speak with someone in Spanish will be able to do so. In addition, the information on the regional Sun Shuttle website is provided in English as well as Spanish. Information pertaining to Title VI is posted in each vehicle in both English and Spanish as well. There is no cost to the recipient for these resources. Therefore, LEP measures are reasonable given the client base and the resources available to Oro Valley. Oro Valley has also deployed a Customer (Rider) Web Portal that is available in both English and Spanish. Persons may use this portal to register for rides, book rides and otherwise manage their rides. Oro Valley Sun Shuttle is a valuable service to community residents. Many clients would not have their transportation/mobility needs met without this service. Clients or their caregivers have reported that these clients would not be able to work and earn a wage, attend education and training programs, shop for groceries or other essentials and go to medical appointments without this service. 26 Non-elected Committees Membership Table Subrecipients who select the membership of transit-related, non-elected planning boards, advisory councils, or committees must provide a table depicting the membership of those organizations broken down by race. Subrecipients also must include a description of the efforts made to encourage participation of minorities on these boards, councils, and committees. ☒ Town of Oro Valley Transit Services Division does not select the membership of any transit-related committees, planning boards, or advisory councils. Monitoring for Subrecipient Title VI Compliance Describe how you monitor your subrecipients. This can be through site visits, submissions of Title VI Plans annually, or training and surveys. ☒ Town of Oro Valley Transit Services Division does not monitor subrecipients for Title VI compliance as it does not have any FTA subrecipients. Title VI Equity Analysis A subrecipient planning to acquire land to construct certain types of facilities must not discriminate on the basis of race, color, or national origin, against persons who may, as a result of the construction, be displaced from their homes or businesses. “Facilities” in this context does not include transit stations or bus shelters, but instead refers to storage facilities, maintenance facilities, and operation centers. There are many steps involved in the planning process prior to the actual construction of a facility. It is during these planning phases that attention needs to be paid to equity and non-discrimination through equity analysis. The Title VI Equity Analysis must be done before the selection of the preferred site. Note: Even if facility construction is financed with non-FTA funds, if the subrecipient organization receives any FTA dollars, it must comply with this requirement. ☒ Town of Oro Valley Transit Services Division has no current or anticipated plans to develop new transit facilities covered by these requirements. 27 Fixed Route Transit Provider Analysis Fixed Route: Public transit service (other than by aircraft) provided on a repetitive, fixed-schedule basis along a specific route, with vehicles stopping to pick up passengers. A subrecipient providing fixed route service, as defined above, must determine the distribution of transit amenities or the vehicle assignments for each mode in a non-discriminatory manner. The subrecipient must develop policies to ensure service is not distributed on the basis of race, color, or national origin. Effective practices to fulfill the Service Standards requirements include developing written policies covering each of the following service indicators: [INSTRUCTIONS] (can be expressed in writing or in table format – see Circular Appendix G & H pp. 87-91) ☒ Town of Oro Valley Transit Services Division is not a Fixed Route Transit Provider 28 Board Approval for the Title VI Plan    Town Council Regular Session D. Meeting Date:03/19/2025   Requested by: Jose Rodriguez  Submitted By:Jose Rodriguez, Community Development & Public Works Department:Public Works SUBJECT: Authorization to reallocate available funds from the La Cañada Drive Mill and Overlay project to Shannon Road for the construction of a new Cape Seal-paved road and multi-use path from Tangerine Road to Naranja Drive RECOMMENDATION: Staff recommends approval. EXECUTIVE SUMMARY: Shannon Road was recently cleared from Tangerine Road to Naranja Drive for the installation of a new 16-inch water main. The clearing and grubbing limits created an opportunity to accommodate a 22-foot-wide roadway and a 10-foot-wide multi-use path along Shannon Rd.  Currently, the Public Works Department has budgeted $1,310,000 for the La Cañada Drive Mill and Overlay project from Lambert Lane to the southern town limit. The contractor, ISX, was able to complete the project on November 15, 2024, at a cost of $715,756.43, or $594,243.57 under budget. The Public Works Department is requesting $400,000 of the $594,243.57 for the Shannon Road improvements, which will pay for minor grading, compaction, and a cape seal surface treatment on the new roadway and multi-use path.   BACKGROUND OR DETAILED INFORMATION: Currently, Shannon Road is a 2-lane roadway from Lambert Lane to Naranja Drive and a 1-lane (not maintained) dirt pathway from Naranja Drive to Tangerine Road. Ultimately, Shannon Road is planned to be widened, per the Regional Mobility and Accessibility Plan (RMAP) and in the RTA Next Plan, into a 3-lane multi-modal roadway from Tangerine Road to Lambert Lane, with drainage facilities, multi-use path, multi-use lanes, sidewalk, curbing, and landscaping. If the RTA Next is approved by the Pima County voters, $23.4M in funding will be available to widen and pave Shannon Road in period 1 (first five years).  In the interim, the Town can leverage the recent work done on the water main project to build a new temporary local roadway and multi-use path (MUP), delivering it to the community in a couple of months. Both the road and MUP are vital to the Town’s roadway network by opening access to key areas and providing a safe route for pedestrians by connecting the new MUP on Shannon Road to the MUPs on Tangerine Road and Naranja Drive. This temporary road will be posted at 25mph and function as a local/collector connection until the formal arterial is constructed as presented within the RTA Next plan.   FISCAL IMPACT: There is currently $594,243.57 available from the La Cañada Mill/Overlay project, which was completed on There is currently $594,243.57 available from the La Cañada Mill/Overlay project, which was completed on November 15, 2024. If the Council approves tonight's item, $400,000 will be used for Shannon Road improvements.  SUGGESTED MOTION: I MOVE to authorize Town staff to use $400,000 from La Canada Dr. Mill and Overlay project towards the Shannon Road improvements. Attachments No file(s) attached.    Town Council Regular Session E. Meeting Date:03/19/2025   Requested by: Bayer Vella, Community and Economic Development  Submitted By:Alexandra Chavez, Community and Economic Development Case Number:2500089 SUBJECT: Approval regarding the proposed architecture for Catalina Eye Care located on the west side of Oracle Road just north of Greenock Drive RECOMMENDATION: The Planning and Zoning Commission recommends approval of the proposed architecture as shown in Attachment 1. EXECUTIVE SUMMARY: The purpose of this request is to consider proposed architecture for an approximately 7,379 square foot single-story medical office building located on a vacant parcel in the Ironwood Dermatology office development. The site is located west of Oracle Road and 1/4-mile north of Greenock Drive, as shown on the map to the right and outlined in yellow.  The subject property (Lot 2) is zoned for commercial use and part of an approved phased Final Site Plan. The plan includes two lots; one for the existing Ironwood Dermatology building outlined in blue (Attachment 2) and this newly proposed structure on the second lot outlined in yellow.  The focus of this item is only on the architectural design of the proposed new building on the remaining development-ready lot, as the Final Site Plan was approved by a previous Town Council.  The proposed architectural style, features, colors, and massing are compatible with existing structures on site and in the surrounding area. Staff has reviewed the applicant's proposed design for conformance with the Town's Design Principles and Standards and the Oracle Road Scenic Corridor Overlay District. A summary of the design conformance is provided in the Background or Detailed Information section of this report. The Planning and Zoning Commission considered the proposed architecture during its March 4, 2025, meeting and recommended approval.  BACKGROUND OR DETAILED INFORMATION: The focus of this request is on the architectural design only, as the proposal is consistent with the approved Final The focus of this request is on the architectural design only, as the proposal is consistent with the approved Final Site Plan in 2018 (Attachment 2). The proposed design was reviewed for conformance with the Town's following review criteria:   Town’s Design Principles (Section 22.9.E.7) Applicable Design Standards (Addendum A, Section 2.2) Oracle Road Scenic Corridor Overlay District Details analyzing the proposed design elements conformance are provided later in this section.  Existing Site Conditions:   Zoning: Commercial (C-1) Subject Parcel (Lot 2) Size: 1.08 acres, vacant previously prepared pad and adjacent parking Gross area of development (Lot 1 and Lot 2): 2.38 acres Approval Dates:   1974: Annexed into the Town of Oro Valley 2019: Ironwood Dermatology phased Final Site Plan approved. The plan included this second lot. Staff has reviewed the applicant’s proposed design for conformance with the Town's Design Principles (Section 22.9.E.7) and applicable Design Standards (Addendum A, Section 2.2), as well as the Oracle Road Scenic Corridor Overlay District (ORSCOD) requirements and compatibility with existing structures on site and within the surrounding area. A summary of the designs' conformance with each is provided below. ZONING CODE DESIGN PRINCIPLES REVIEW: Notable Town requirements are shown in italics and followed by staff commentary. Building elevations for the proposed design are shown below (full architectural renderings provided in Attachment 1).      Architectural Design: "Promote coherent, context appropriate design excellence based upon a common set of design principles which include consideration…to the climate, history, environment, and natural setting of Oro Valley." The proposed design for Catalina Eye Care incorporates architectural styles, materials, and colors found throughout Oro Valley with a modern design aesthetic and emphasized horizontal lines. The proposed architecture, shown below, utilizes typical Southwestern Territorial design elements such as pigmented stucco material to compliment the vernacular found in the adjacent Ironwood Dermatology building and surrounding office complexes. This is illustrated using common elements such as a standing seam metal roof with varying roof lines, shaded areas with window awnings, and decorative stucco band around the foundation in the accent pain color.      Scale, Height, and Mass: “Building scale, height and mass shall be consistent with the Town-approved intensity of the site, designated scenic corridors, and valued mountain views.” The proposed design utilizes architectural elements such as varied facades, multiple material types, and roofline breaks to create visual interest and reduce the massing of the structure into smaller portions. The building mass is broken up with windows, stucco accent band, and metal awnings. Together these elements create a pedestrian-focused design while minimizing the scale of the building and creating a cohesive style with the surrounding buildings.  The variation in the proposed design creates visual interest for the overall development site while complementing the architecture of the existing Ironwood Dermatology building, shown below. Additionally, the building's height, varying rooflines, and color palette meet the requirements of ORSCOD, protecting the scenic corridors and mountain views.     Facade Articulation: “All building facades shall be fully articulated, including variation in building massing, roof planes, wall planes, and surface articulation.” The applicant has incorporated a variety of materials, colors, and variations of rooflines and wall planes to articulate all facades of the building. The architectural elements shown in the applicant's proposal (Attachment 1) help to create visual interest for all sides of the building. The front façade is delineated with the use of a horizontal arch to create a prominent entryway for the building. The use of horizontal lines is also emphasized with the metal awnings and the stucco accent band. These geometric elements and varied wall fenestration on all sides of the building create a cohesive design that complements the architectural character of the site and surrounding buildings.    Screening: “Building design and screening strategies shall be implemented to conceal the view of loading areas, refuse enclosures, mechanical equipment, appurtenance, and utilities from adjacent public streets and neighborhoods.” The proposed architecture incorporates fully screened roof top mechanical equipment to conceal systems from public view, including from Oracle Road, and the adjacent properties. Additionally, the proposed downspouts and roof-access ladder have been internalized to be screened from adjacent public streets and surrounding properties. No new refuse and loading areas are proposed. Existing refuse and loading areas have been built as part of phase 1 of the approved Ironwood Dermatology Final Site Plan (Attachment 2) and are fully screened from view.   ZONING CODE DESIGN STANDARDS REVIEW: In addition to the Design Principles, this section reviews how the architecture meets other applicable Design Standards found in Addendum A, Section 2.2. Notable Town requirements are shown in italics and followed by staff commentary.  General Considerations: “Scale of development shall be appropriate to the land use type and promote human scale development….” The project accomplishes creating a meaningful pedestrian experience by incorporating design elements at a human scale. This is accomplished through the variation of color and materials used on all sides of the building. The articulated entryway on the front façade works to break up the building while supporting the pedestrian experience in a meaningful way. The placement of the windows is another architectural component that supports the pedestrian-scale design of the building. Additionally, the overhang awnings for the windows works as an architectural feature to emphasize the horizontal lines of the design but is also a functional element. The awnings provide shade for pedestrians and contributes as an architectural element. Roofs: “Variations in rooflines shall be used to add interest and reduce the scale of larger buildings…” Varied rooflines are incorporated on all four sides of the building to provide fully articulated facades. Variations have been created using recesses, roofline breaks, and geometric shapes, as shown in elevations and attached renderings (Attachment 1).  The multiple rooflines created by the parapet walls serve a functional purpose to conceal mechanical equipment to create visual interest in the overall building design. Building Style: “Use of historic architectural styles or a contemporary interpretation is encouraged…” The design combines a modern aesthetic with emphasis of Southwestern Territorial by incorporating decorative stucco banding and bronze hue metal to unify both design styles. Additionally, these architectural elements reflect the design features appropriate for the Sonoran Desert environment and vernacular. The applicant’s proposed design incorporates complimentary color palettes and materials from adjacent properties to create a cohesive design theme. Photos of the existing Ironwood Dermatology office, surrounding properties, and front facade rendering are shown below.            Articulated Entries: “Clearly articulated building entries and pedestrian elements” The entrances are well articulated and defined using tile veneer and flat arch to denote the main entryway of the building. Pedestrian-scale elements such as decorative stucco banding, window awnings, and covered entry add to architectural design and creating a prominent façade.   COMPATIBILITY WITH IRONWOOD DERMATOLOGY The architectural design for Ironwood Dermatology (Lot 1) was reviewed as part of the Final Site Plan application packet. The design was only for the first phase (Lot 1). Architecture for the second phase of development (Lot 2) must be compatible with the design of the first building (Lot 1). The applicant's proposed architectural design for Lot 2 (Attachment 1) provides similarities to the architecture of the Ironwood Dermatology building. These compatible architectural design elements include:   Metal-seam roof with varying rooflines Paint selection in natural hues Window fenestration and treatments. The use of these design elements works to support architectural compatibility between both development phases.  ORACLE ROAD SCENIC CORRIDOR OVERLAY DISTRICT The subject property is located within the Oracle Road Scenic Corridor Overlay District (ORSCOD). Regarding the architectural requirements of the ORSCOD, the proposed color palette reflects the requirement for natural colors that blend into the surrounding environment. Furthermore, the proposed building massing and varied rooflines meet the overlay district requirements to preserve the scenic corridor and mountain views. PLANNING AND ZONING COMMISSION The Planning and Zoning Commission considered the proposed architecture during its March 4, 2025, meeting. The Commission voted to recommend approval. The Staff report is provided as Attachment 3 and the draft meeting minutes are included as Attachment 4. The meeting recording is available online.  PUBLIC PARTICIPATION Public notice has been provided as follows:   Posting at Town Hall Posting on the Town's websites All affected Homeowners Associations. SUMMARY AND RECOMMENDATION In summary, the applicant is requesting approval of the proposed architecture for Catalina Eye Care. The request is consistent with the Town's Design Principles and Standards of the Zoning Code and applicable zoning requirements. The Planning and Zoning Commission recommended approval of the proposed architecture.  FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to APPROVE the proposed architecture for Catalina Eye Care based on a finding the request is in conformance with the Oro Valley's Design Principles and Standards. OR I MOVE to DENY the proposed architecture for Catalina Eye Care based on the finding that ________________. Attachments Attachmemt 1 Proposed Catalina Eye Care Architecture Renders and Materials  Attachment 2 - Ironwood Dermatology Approved Final Site Plan  Attachment 3 - Catalina Eye Care Architecture PZC Staff Report  Exterior Paint Color Accent Paint Color SW 7045 Intellectual Gray LRV 36 SW 7044 Amazing Gray LRV 47 Standing Seam Metal Roof CMG - Metals Bronze Wainscotting Facade Cladding Malahari Greige 12x24 Porcelain Tile LRV 29-48 Exterior Material Selections Metal Roof Door & Window Trim 10281 N. Oracle Rd Standing Seam Metal Roof 10281 N. Oracle Rd Exterior Paint Color Accent Paint Color SW 7044 Amazing Gray Wainscotting Facade Cladding Malahari Greige 12x24 Porcelain Tile Exterior Material Selections Metal Roof Door & Window Trim CMG - Metals Bronze Wainscotting SW 7045 Intellectual Gray Accent Paint Color SW 7044 Amazing Gray Accent Paint Color SW 7044 Amazing Gray working days before you begin excavationContact Arizona 811 at least two fullCall 811 or click Arizona811.comDynamicCivil DesignsLLC10150 N TALL COTTON DR MARANA AZ 85653PH: (520) 461-8016 EMAIL: james.mcm@live.comC.ONETAIFITRE C 52626JAMESR.McMURTRIEEDATISEGNDareenignEl)(vliiCPr of essiong d eretsieR AUSNOZIRAA. . .Exp.9 30 202001/10 /19OV1801101FINAL SITE PLANIRONWOOD DERMATOLOGYLOT 2 OF CANCHA DEL GOLF LOTS 1-5, BK40, PG39 M&PLOCATED IN THE N.E. 1/4 OF SECTION 13, T12S, R13E, G&SRM,TOWN OF ORO VALLEY, PIMA COUNTY, ARIZONA22112211VANACCESSIBLERESERVEDPARKINGORO VALLEY TOWN CODESEC 11-4-3.A working days before you begin excavationContact Arizona 811 at least two fullCall 811 or click Arizona811.comDynamicCivil DesignsLLC10150 N TALL COTTON DR MARANA AZ 85653PH: (520) 461-8016 EMAIL: james.mcm@live.comC.ONETAIFITRE C 52626JAMESR.McMURTRIEEDATISEGNDareenignEl)(vliiCPr of essiong d eretsieR AUSNOZIRAA. . .Exp.9 30 2020O R A C L E R D ( P U B L I C , A D O T )ROONEY WASHIMPROVED DRAINAGE CHANNEL(PUBLIC, PIMA COUNTY FLOOD CONTROL)CANCHA DEL GOLFLOT 3 BK40, PG39ZONED C-1DESERT GREENS ATORO VALLEY LOTS 1-23BK47 PG9ZONED C-1GREENOCK DR (PUBLIC)PUSCH WASHIMPROVED DRAINAGE CHANNEL(PUBLIC, PIMA COUNTY FLOOD CONTROL) UN S U B D I V I D E D ZO N E D P A D 1234567891011342566789101112131415181314141516161712181918192120HORIZON HEIGHTSBLK 1, BK15 PG84ZONED R-621222201/10 /19222324124252525251416LOT 14LOT 13LOT 21LOT 22LOT 23DESERT GOLF PLACE (PRIVATE)COMMON AREA 'A'MUTTERER WASH 262727282829293030OV1801101FINAL SITE PLANIRONWOOD DERMATOLOGYLOT 2 OF CANCHA DEL GOLF LOTS 1-5, BK40, PG39 M&PLOCATED IN THE N.E. 1/4 OF SECTION 13, T12S, R13E, G&SRM,TOWN OF ORO VALLEY, PIMA COUNTY, ARIZONA313235323333333333333334343333353120183637363719332613251723 working days before you begin excavationContact Arizona 811 at least two fullCall 811 or click Arizona811.comDynamicCivil DesignsLLC10150 N TALL COTTON DR MARANA AZ 85653PH: (520) 461-8016 EMAIL: james.mcm@live.comC.ONETAIFITRE C 52626JAMESR.McMURTRIEEDATISEGNDareenignEl)(vliiCPr of essiong d eretsieR AUSNOZIRAA. . .Exp.9 30 2020O R A C L E R D ( P U B L I C , A D O T )ROONEY WASHIMPROVED DRAINAGE CHANNEL(PUBLIC, PIMA COUNTY FLOOD CONTROL)CANCHA DEL GOLFLOT 3 BK40, PG39ZONED C-1DESERT GREENS ATORO VALLEY LOTS 1-23BK47 PG9ZONED C-1PUSCH WASHIMPROVED DRAINAGE CHANNEL(PUBLIC, PIMA COUNTY FLOOD CONTROL) UN S U B D I V I D E D ZO N E D P A D 01/10 /19HORIZON HEIGHTSBLK 1, BK15 PG84ZONED R-6GREENOCK DR (PUBLIC)LOT 14LOT 13LOT 21LOT 22DESERT GOLF PLACE (PRIVATE)COMMON AREA 'A'MUTTERER WASH OV1801101FINAL SITE PLANIRONWOOD DERMATOLOGYLOT 2 OF CANCHA DEL GOLF LOTS 1-5, BK40, PG39 M&PLOCATED IN THE N.E. 1/4 OF SECTION 13, T12S, R13E, G&SRM,TOWN OF ORO VALLEY, PIMA COUNTY, ARIZONA Planning & Zoning Commission AGENDA ITEM: 2. Meeting Date:03/04/2025 Requested by:Bayer Vella, Community and Economic Development Case Number:2500089 SUBJECT: DISCUSSION AND POSSIBLE ACTION REGARDING PROPOSED ARCHITECTURE FOR CATALINA EYE CARE ON THE WEST SIDE OF ORACLE ROAD JUST NORTH OF GREENOCK DRIVE (2500089) RECOMMENDATION: Staff recommends approval of the proposed architecture as shown in Attachment 1. EXECUTIVE SUMMARY: The purpose of this request is to consider proposed architecture for an approximately 7,397 square foot single-story medical office building located on a vacant parcel in the Ironwood Dermatology office development. The site is located west of Oracle Road and 1/4-mile north of Greenock Drive, as shown on the map to the right and outlined in yellow. The subject property (Lot 2) is zoned for commercial use and part of an approved phased Final Site Plan. The plan includes two lots; one for the existing Ironwood Dermatology building outlined in blue (Attachment 2) and this newly proposed structure on the second lot outlined in yellow. The focus of this item is only on the architectural design of the proposed new building on the remaining development-ready lot, as the Final Site Plan was previously approved by Town Council. The Planning and Zoning Commission is tasked with providing an architecture-only recommendation to the Town Council. The proposed architectural style, features, colors, and massing are compatible with existing structures on site and in the surrounding area. Staff finds the proposed architecture is in conformance with the Town's Design Principles and Standards and the Oracle Road Scenic Corridor Overlay District and recommends approval. Additional detail is provided in the Background or Detailed Information section of this report. BACKGROUND OR DETAILED INFORMATION: The Planning and Zoning Commission’s focus is on the architectural design only as the proposal is consistent with the approved Final Site Plan from 2019 (Attachment 2). The parameters for the Commission's consideration is that the architecture is compliant with: Town’s Design Principles (Section 22.9.E.7) Applicable Design Standards (Addendum A, Section 2.2) Oracle Road Scenic Corridor Overlay District Details analyzing the proposed design elements conformance are provided later in this section. Existing Site Conditions: Zoning: Commercial (C-1) Subject Parcel (Lot 2) Size: 1.08 acres, vacant previously prepared pad and adjacent parking Gross area of development (Lot 1 and Lot 2): 2.38 acres Approval Dates: 1974: Annexed into the Town of Oro Valley 2019: Ironwood Dermatology phased Final Site Plan approved. The plan included this second lot. Staff has reviewed the applicant’s proposed design for conformance with the Town's Design Principles (Section 22.9.E.7) and applicable Design Standards (Addendum A, Section 2.2), as well as the Oracle Road Scenic Corridor Overlay District (ORSCOD) requirements and compatibility with existing structures on site and within the surrounding area. A summary of the designs' conformance with each is provided below. ZONING CODE DESIGN PRINCIPLES REVIEW: Notable Town requirements are shown in italics and followed by staff commentary. Building elevations for the proposed design are shown below (full architectural renderings provided in Attachment 1). Architectural Design: "Promote coherent, context appropriate design excellence based upon a common set of design principles which include consideration…to the climate, history, environment, and natural setting of Oro Valley." The proposed design for Catalina Eye Care incorporates architectural styles, materials, and colors found throughout Oro Valley with a modern design aesthetic and emphasized horizontal lines. The proposed architecture, shown below, utilizes typical Southwestern Territorial design elements such as pigmented stucco material to compliment the vernacular found in the adjacent Ironwood Dermatology building and surrounding office complexes. This is illustrated using common elements such as a standing seam metal roof with varying roof lines, shaded areas with window awnings, and decorative stucco band around the foundation in the accent pain color. Scale, Height, and Mass: “Building scale, height and mass shall be consistent with the Town- approved intensity of the site, designated scenic corridors, and valued mountain views.” The proposed design utilizes architectural elements such as varied facades, multiple material types, and roofline breaks to create visual interest and reduce the massing of the structure into smaller portions. The building mass is broken up with windows, stucco accent band, and metal awnings. Together these elements create a pedestrian-focused design while minimizing the scale of the building and creating a cohesive style with the surrounding buildings. The variation in the proposed design creates visual interest for the overall development site while complementing the architecture of the existing Ironwood Dermatology building, shown below. Additionally, the building's height, varying rooflines, and color palette meet the requirements of ORSCOD, protecting the scenic corridors and mountain views. Facade Articulation: “All building facades shall be fully articulated, including variation in building massing, roof planes, wall planes, and surface articulation.” The applicant has incorporated a variety of materials, colors, and variations of rooflines and wall planes to articulate all facades of the building. The architectural elements shown in the applicant's proposal (Attachment 1) help to create visual interest for all sides of the building. The front façade is delineated with the use of a horizontal arch to create a prominent entryway for the building. The use of horizontal lines is also emphasized with the metal awnings and the stucco accent band. These geometric elements and varied wall fenestration on all sides of the building create a cohesive design that complements the architectural character of the site and surrounding buildings. Screening: “Building design and screening strategies shall be implemented to conceal the view of loading areas, refuse enclosures, mechanical equipment, appurtenance, and utilities from adjacent public streets and neighborhoods.” The proposed architecture incorporates fully screened roof top mechanical equipment to conceal systems from public view, including from Oracle Road, and the adjacent properties. Additionally, the proposed downspouts and roof-access ladder have been internalized to be screened from adjacent public streets and surrounding properties. No new refuse and loading areas are proposed. Existing refuse and loading areas have been built as part of phase 1 of the approved Ironwood Dermatology Final Site Plan (Attachment 2) and are fully screened from view. ZONING CODE DESIGN STANDARDS REVIEW: In addition to the Design Principles, this section reviews how the architecture meets other applicable Design Standards found in Addendum A, Section 2.2. Notable Town requirements are shown in italics and followed by staff commentary. General Considerations: “Scale of development shall be appropriate to the land use type and promote human scale development….” The project accomplishes creating a meaningful pedestrian experience by incorporating design elements at a human scale. This is accomplished through the variation of color and materials used on all sides of the building. The articulated entryway on the front façade works to break up the building while supporting the pedestrian experience in a meaningful way. The placement of the windows is another architectural component that supports the pedestrian-scale design of the building. Additionally, the overhang awnings for the windows works as an architectural feature to emphasize the horizontal lines of the design but is also a functional element. The awnings provide shade for pedestrians and contributes as an architectural element. Roofs: “Variations in rooflines shall be used to add interest and reduce the scale of larger buildings…” Varied rooflines are incorporated on all four sides of the building to provide fully articulated facades. Variations have been created using recesses, roofline breaks, and geometric shapes, as shown in elevations and attached renderings (Attachment 1). The multiple rooflines created by the parapet walls serve a functional purpose to conceal mechanical equipment to create visual interest in the overall building design. Building Style: “Use of historic architectural styles or a contemporary interpretation is encouraged…” The design combines a modern aesthetic with emphasis of Southwestern Territorial by incorporating decorative stucco banding and bronze hue metal to unify both design styles. Additionally, these architectural elements reflect the design features appropriate for the Sonoran Desert environment and vernacular. The applicant’s proposed design incorporates complimentary color palettes and materials from adjacent properties to create a cohesive design theme. Photos of the existing Ironwood Dermatology office, surrounding properties, and front facade rendering are shown below. Articulated Entries: “Clearly articulated building entries and pedestrian elements” The entrances are well articulated and defined using tile veneer and flat arch to denote the main entryway of the building. Pedestrian-scale elements such as decorative stucco banding, window awnings, and covered entry add to architectural design and creating a prominent façade. CONFORMANCE WITH IRONWOOD DERMATOLOGY The architectural design for Ironwood Dermatology (Lot 1) was reviewed as part of the Final Site Plan application packet. The design was only for the first phase (Lot 1). Architecture for the second phase of development (Lot 2) must be compatible with the design of the first building (Lot 1). The applicant's proposed architectural design for Lot 2 (Attachment 1) provides similarities to the architecture of the Ironwood Dermatology building. These compatible architectural design elements include: Metal-seam roof with varying rooflines Paint selection in natural hues Window fenestration and treatments The use of these design elements works to support architectural compatibility between both development phases. ORACLE ROAD SCENIC CORRIDOR OVERLAY DISTRICT The subject property is located within the Oracle Road Scenic Corridor Overlay District (ORSCOD). Regarding the architectural requirements of the ORSCOD, the proposed color palette reflects the requirement for natural colors that blend into the surrounding environment. Furthermore, the proposed building massing and varied rooflines meet the overlay district requirements to preserve the scenic corridor and mountain views. PUBLIC PARTICIPATION Public notice has been provided as follows: Posting at Town Hall Posting on the Town's websites All affected Homeowners Associations SUMMARY AND RECOMMENDATION In summary, staff recommends approval, finding the applicant's proposed architecture meets the Design Principles and Standards of the Zoning Code and ORSCOD. FISCAL IMPACT: N/A SUGGESTED MOTION: The Planning and Zoning Commission may wish to consider one of the following motions: I MOVE to RECOMMEND APPROVAL of the proposed architecture for Catalina Eye Care based on finding it is in conformance with the Design Principles and Standards of the Oro Valley Zoning Code. OR I MOVE to RECOMMEND DENIAL of the proposed architecture for Catalina Eye Care based on the finding that ________________. Attachments Attachment 1 - Proposed Architecture Catalina Eye Care Attachment 2 - Ironwood Dermatology Approved Final Site Plan    Town Council Regular Session 1. Meeting Date:03/19/2025   Submitted By:Mike Standish, Town Clerk's Office Department:Town Clerk's Office SUBJECT: RESOLUTION NO. (R)25-10, DISCUSSION AND POSSIBLE ACTION REGARDING THE APPROVAL OF THE AWARD AND EXECUTION AND DELIVERY OF A SENIOR LIEN WATER REVENUE OBLIGATION, EVIDENCING A PROPORTIONATE INTEREST OF THE HOLDER THEREOF IN INSTALLMENT PAYMENTS OF THE PURCHASE PRICE TO BE PAID BY THE TOWN, PURSUANT TO A TOWN PURCHASE AGREEMENT AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED AGREEMENTS FOR FINANCING COSTS OF IMPROVING THE WATER UTILITY SYSTEM SERVING THE TOWN AND RELATED FINANCING COSTS; AND RATIFYING ALL ACTIONS TAKEN, AND DIRECTING THAT ALL STEPS BE TAKEN, NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION RECOMMENDATION: Staff recommends approval. EXECUTIVE SUMMARY: In April 2017, the governing bodies of Metro Water, the Town of Marana and the Town of Oro Valley unanimously approved a 50-year Intergovernmental Agreement (IGA) to partner in the design, construction, operation, and maintenance of the Northwest Recharge, Recovery, and Delivery System (NWRRDS). This project will allow for the delivery of additional Colorado River water resources to each partner's respective service area. The partnered piece of the NWRRDS is currently under construction and will cost the partners approximately $50 million to construct. Each partner's share of the design and construction costs is based on each partner's contractual capacity. Metro Water and the Town of Oro Valley each have a contractual capacity of 4,000 acre-ft. / year, and the Town of Marana has a contractual capacity of 2,100 acre-ft. / year. The Town of Oro Valley's share of the partner's construction costs are approximately $21 million. Funding for Oro Valley's obligation to the partnered NWRRDS project is 60% Water Resources and System Development Impact Fee (WRSDIF) and 40% Groundwater Preservation Fee (GPF). To date, this project has been cash-funded. Water Utility staff have determined that there will be a need for an additional $6 million in funding needed in addition to the WRSDIF and GPF available.   BACKGROUND OR DETAILED INFORMATION: In April 2017, the governing bodies of Metro Water, the Town of Marana and the Town of Oro Valley unanimously approved a 50-year Intergovernmental Agreement (IGA) to partner in the design, construction, operation, and maintenance of the Northwest Recharge, Recovery, and Delivery System (NWRRDS). This project will allow for the delivery of additional Colorado River water resources to each partner's respective service area. The partnered piece of the NWRRDS is currently under construction and will cost the partners approximately $50 million to construct. Each partner's share of the design and construction costs is based on each partner's contractural capacity. Metro water and the Town of Oro Valley each have a contractural capacity of 4,000 acre-ft. / year, and the Town of Marana has a contractural capacity of 2,100 acre-ft. / year. The Town of Oro Valley's share of the partner's construction costs are approximately $21 million. Funding for Oro Valley's obligation to the partnered NWRRDS project is 60% Water Resources and System Development Impact Fee (WRSDIF) and 40% Groundwater Preservation Fee (GPF). To date this project has been cash-funded.Water Utility staff has determined that there will be a need for an additional $6 million in funding needed in addition to the WRSDIF and GPF available. The decision has been made to pursue the private placement option to complete the partnered NWRRDS project in lieu of a Water Infrastructure Financing Loan (WIFA) to not introduce Davis-Bacon wage requirements to a project already underway. FISCAL IMPACT: The annual debt service on this obligation has been estimated at approximately $759,000 per year for 10 years, based on an estimated interest rate of 4.085%. The obligation can be paid in full after three (3) years. The annual debt service will be paid for with 60% WRSDIF impact fees and 40% GPF fees. SUGGESTED MOTION: I MOVE to (approve/deny) Resolution No. (R)25-10. Attachments (R)25-10 OV Water Rev Sr. Lien Oblig. SR 2025 - authorizing Resoltuion  Town Purchase Agreement  Obligation Indenture  Term Sheet  Presentation  6423397.7 1 RESOLUTION NO. (R)25-10 RESOLUTION OF THE COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, APPROVING THE AWARD OF AND AUTHORIZING THE TOWN’S CHIEF FINANCIAL OFFICER TO CAUSE THE EXECUTION AND DELIVERY OF A SENIOR LIEN WATER REVENUE OBLIGATION, IN ONE OR MORE SERIES, EVIDENCING A PROPORTIONATE INTEREST OF THE HOLDER THEREOF IN INSTALLMENT PAYMENTS OF THE PURCHASE PRICE TO BE PAID BY THE TOWN, PURSUANT TO A TOWN PURCHASE AGREEMENT (AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ALL AGREEMENTS NECESSARY OR APPROPRIATE IN CONNECTION THEREWITH) FOR FINANCING OF COSTS OF IMPROVING THE WATER UTILITY SYSTEM SERVING THE TOWN AND RELATED FINANCING COSTS; AUTHORIZING THE CHIEF FINANCIAL OFFICER TO EXPEND ALL NECESSARY FUNDS THEREFOR; DIRECTING THE TOWN MANAGER, TOWN CLERK, TOWN LEGAL SERVICES DIRECTOR, CHIEF FINANCIAL OFFICER AND THEIR DULY AUTHORIZED AGENTS TO TAKE ALL STEPS NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION; AND RATIFYING ALL ACTIONS TAKEN OR TO BE TAKEN TO FURTHER THIS RESOLUTION. BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, as follows: Section 1.Authorization and Method of Sale. A.Authorization. The Chief Financial Officer (the “CFO”) of the Town of Oro Valley, Arizona (the “Town”) and the CFO’s designee are hereby authorized by the Mayor and Town Council of the Town (the “Town Council”) to cause the sale and execution and delivery of one or more series of certain proportionate interests (the “Obligation”) in a Town Purchase Agreement, to be dated as of the first day of the month of the dated date of the Obligation (the “Town Purchase Agreement”), from the Town, pursuant to, and secured by, an Obligation Indenture, to be dated as of the date of the Purchase Agreement (the “Indenture”), from the Town to a national banking association authorized to exercise trust power in the State of Arizona appointed by the CFO (including any successor appointed and acting in such capacity, the “Trustee”), to the extent they determine such execution and delivery to be appropriate for the financing of costs of capital improvements to the utility system providing water or reclaimed water to the Town, including a portion of the Town’s portion of the Northwest Recharge, Recovery and Delivery System (NWRRDS). The Town Council hereby authorizes the Obligation to be executed, issued and sold in the aggregate principal amount of not to exceed $6,100,000, in one or more series on one or more issuance dates. The Obligation shall be executed, issued and sold in accordance with the provisions of this resolution and the Obligation Documents (as defined in Section 1(B)) and delivered against payment therefor by the Purchaser. The Obligation so authorized shall be designated “Town of Oro Valley, Arizona, Senior Lien Water Revenue Obligation, Series 2025” or such other name as designated in the Direct Placement Agreement, as applicable. The series designation of the Obligation may change if the Obligation is sold in a later calendar year, and such series designation shall be reflected in the Direct Placement Agreement (as defined in Section 1(B)). Any default rate in the Direct Placement Agreement (as defined below) shall not exceed 5.00%. 6423397.7 2 B.Method of Sale; Documents. The Obligation shall be sold to a financial institution to be selected by the CFO or his designee (the “Purchaser”) pursuant to a bank term sheet (the “Term Sheet”) as negotiated by the Town with the assistance of Stifel, Nicolaus & Company, Incorporated acting as the Town’s financial advisor with respect to the Obligation (the “Financial Advisor”). The Obligation shall be dated the date of their initial authentication and delivery, shall be issued in such form and denominations, shall be payable as to interest and principal on such dates, shall be executed in such manner and shall have such other provisions, including, without limitation, provisions with respect to redemption prior to maturity, as set forth in the Town Purchase Agreement, the Indenture and, as executed and delivered, the written certificate, receipt, continuing covenant agreement or other similar purchase commitment for similar placement transactions, which may include an executed version of the Term Sheet (the “Direct Placement Agreement” and together with the Town Purchase Agreement and the Indenture, the “Obligation Documents”). The Town Council hereby ratifies and approves the preparation and terms of the Term Sheet, request for proposals or similar document with the assistance of the Financial Advisor; the receipt of bids from potential purchasers and any negotiations by the CFO with one or more bidders for the direct placement of the Obligation with one or more financial institutions. Section 2.Execution of Obligation and Obligation Documents. A.Obligation. (i) The Obligation shall be executed for and on behalf of the Town by the Mayor and attested by the Town Clerk by their manual or facsimile signatures. If the signatures are affixed or imprinted by facsimile means, the Mayor and Town Clerk shall execute a certificate adopting as their signatures the facsimile signatures appearing on the Obligation. If an officer whose signature is on an Obligation no longer holds that office at the time the Obligation is authenticated and registered, the Obligation shall nevertheless be valid. (ii) No Obligation shall be valid or binding until authenticated by the manual signature of an authorized representative of the Town. The signature of the authorized representative of the Town shall be conclusive evidence that such Obligation has been authenticated and issued pursuant to this resolution. B.Obligation Documents. (i) The forms, terms and provisions of the Obligation Documents in substantially the forms of the Obligation Documents (including the exhibits thereto) currently on file with the Town Clerk or otherwise described herein, are hereby approved, with such insertions, deletions and changes as are not inconsistent herewith and as are approved by the officers authorized to execute the Obligation Documents, which approval will be conclusively demonstrated by the execution thereof, and the Mayor, the Town Manager, the CFO and the Town Clerk or any of such officers (collectively, the “Authorized Officers”) are each hereby authorized and directed to execute the Obligation Documents, as may be required. (ii) The Authorized Officers are each hereby authorized and directed, subject to the limitations of this resolution, to determine and approve the actual dated date, maturity dates and amounts, interest rates, redemption provisions, and the purchase price to be 6423397.7 3 paid, and the terms of the Direct Placement Agreement, and to execute and deliver the Obligation Documents in substantially the form on file with the Town Clerk with such necessary and appropriate omissions, insertions and variations as are permitted or required hereby and are approved by those officers executing such agreements on behalf of the Town. Execution of the Obligation Documents by such officers shall be conclusive evidence of such approval. The Town Clerk is authorized and directed to attest such signatures. Where applicable, any of the foregoing officers may affix their signatures by manual, mechanical, facsimile or electronic means. (iii) In the event any member of the Town Council or officer of the Town is unavailable or unable to discharge any obligation or duty with respect hereto, including the approval, execution or attestation of the Obligation or other documents, then any member of the Town Council may act in the capacity of such member or officer for the purpose of discharging such obligation or duty. Section 3.Award; Acceptance of Offer; Sale of Obligation; Direct Placement Agreement Approval. A.Award. The Town Council hereby approves the award and direct placement of the Obligation to the Purchaser as the most qualified bidder, as evidenced by the Direct Placement Agreement currently on file with the Town Clerk to be finalized and executed as set forth in this resolution. B.Direct Placement Agreement. The Purchaser shall purchase the Obligation pursuant to the Direct Placement Agreement and such proposal submitted by the Purchaser, as supplemented by the final terms as contemplated by this resolution, which is hereby authorized and approved. When the final terms of the Obligation are known, the Direct Placement Agreement, as applicable, shall be finalized. The Authorized Officers are each hereby authorized and directed to cause the Direct Placement Agreement to be completed and executed and to finalize the terms thereof, including, but not limited to, establishing the principal amount of Obligation sold, the maturity amounts, maturity dates, interest rates and optional and mandatory redemption provisions; provided, however, that the parameters of this resolution shall govern the Direct Placement Agreement as finalized; and provided further, that none of the Authorized Officers are authorized to insert in the Direct Placement Agreement any terms or conditions that would be contrary to this resolution. Upon the completion, execution and delivery of the Direct Placement Agreement, the Obligation are ordered sold to the Purchaser. The execution and delivery of the Direct Placement Agreement, as completed, shall be conclusive evidence of such approval of the final terms and provisions. C.Obligation Delivery. The CFO is hereby authorized and directed to cause the Trustee to deliver the Obligation 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 Indenture, the Town Purchase Agreement and the Direct Placement Agreement. D.Qualified Investor. The Purchaser may be required to execute a Certificate of Qualified Investor in form and substance satisfactory to the Town Manager, CFO and Special Counsel (as defined in the Indenture). 6423397.7 4 Section 4.Ratification; Further Actions. All actions of the officers and agents of the Town that conform to the purposes and intent of this resolution and that further the actions contemplated by this resolution, whether heretofore or hereafter taken, are hereby ratified, confirmed and approved. The Town Manager, Town Clerk, Town Legal Services Director and CFO or his authorized designee are hereby authorized and directed to take any and all actions, and the Authorized Officers are hereby authorized to execute all documents or instruments necessary or appropriate to carry out the transactions contemplated by this resolution and the documents described herein and to employ such professionals and consultants as are necessary in order to accomplish the purposes of this resolution. Any contracts for the provision of such services shall be executed by the Mayor or Vice Mayor or the Town Manager or the CFO or any of their respective designees, and the execution of such contracts shall represent approval by the Town of the terms of such contracts. Section 5.Receipt of Proceeds. The CFO is hereby authorized to receive and expend such funds as necessary to accomplish the purposes of this resolution, including payment of installment payments related to debt service on the Obligation from revenues of the Town utility systems providing water or reclaimed water, as described in the Town Purchase Agreement, or any other lawfully available source. Section 6.Qualified Tax-Exempt Obligations. In the event the Mayor, any member of the Town Council, the Town Manager or the CFO determines that the Town reasonably expects to issue less than $10,000,000 in principal amount of tax-exempt obligations in this current calendar year, the Town may designate the Obligation as a “qualified tax-exempt obligation” for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). If so designated, the Mayor, any member of the Town Council, the Town Manager or the CFO shall certify in the closing certificates that it is reasonably anticipated that the aggregate amount of qualified tax-exempt obligations (as defined in Section 265(b)(3)(B) of the Code) that will be issued for or by the Town in the current calendar year shall not exceed $10,000,000. [Signature Page Follows] 6423397 PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona, this 19th day of March, 2025. __________________________________ Joseph C. Winfield, Mayor ATTEST: _________________________________ Michael Standish, Town Clerk APPROVED AS TO FORM: _________________________________ Andrew McGuire, Special Counsel CERTIFICATION I hereby certify that the above and foregoing Resolution No. (R)25-10 was duly passed by the Mayor and Town Council of the Town of Oro Valley, Arizona, at a regular meeting held on March 19, 2025, and that a quorum was present thereat. ______________________________________ Michael Standish, Town Clerk 6442822.10 TOWN PURCHASE AGREEMENT TOWN OF ORO VALLEY, ARIZONA, as Purchaser AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Seller Dated as of [________ 1, 2025] The rights of U.S. Bank Trust Company, National Association, in its separate capacity as its seller hereunder, have been assigned to U.S. Bank Trust Company, National Association, in its separate capacity as trustee under an Obligation Indenture, dated as of [________ 1, 2025]. 6442822.10 (i) TABLE OF CONTENTS (This Table of Contents is for informational purposes only and is not to be considered a part of the Town Purchase Agreement) SECTION HEADING PAGE PARTIES 1 RECITALS 1 ARTICLE I DEFINITIONS 1 ARTICLE II EXECUTION AND DELIVERY OF OBLIGATION; APPLICATION OF; PROCEEDS; FEDERAL LAW COVENANTS 5 Section 2.1 Agreement to Cause Execution and Delivery of Obligation; Application of Proceeds 5 Section 2.2 General Federal Tax Covenants Applicable to the Obligation 5 Section 2.3 Arbitrage Rebate Covenants 6 ARTICLE III AGREEMENT, PURCHASE PRICE AND SOURCE OF PAYMENTS 10 Section 3.1 Agreement of Sale 10 Section 3.2 Possession of Project. 10 Section 3.3 Amounts of Purchase Price Payable 10 Section 3.4 Manner and Place of Section 3.3 Payments 11 Section 3.5 Limitation on Source of Town Payments 11 Section 3.6 Obligations of Town Hereunder Unconditional 11 Section 3.7 Prepayment of Purchase Price Generally 12 Section 3.8 [Reserved] 12 ARTICLE IV NET REVENUES PLEDGE; RATE COVENANT; FLOW OF FUNDS; PARITY OBLIGATIONS 12 Section 4.1 Limitation of Source of Town Payments; Pledge 12 Section 4.2 Rate Covenant 12 Section 4.3 Establishment of Funds 13 Section 4.4 Flow of Funds - Senior Lien Obligations Fund 13 Section 4.5 Reserved 13 Section 4.6 Deposits and Security of Funds 13 Section 4.7 Investment of Funds 13 Section 4.8 Change of Accounting Project 13 Section 4.9 Prior Lien Obligations; Parity Obligations 13 Section 4.10 Parity Obligations for Refunding Purposes 14 Section 4.11 Additional Parity Obligations Generally 14 6442822.10 (ii) ARTICLE V COVENANTS REGARDING THE PROJECT; MAINTENANCE; INVESTMENTS; TAXES 15 Section 5.1 Maintenance of the Project in Good Condition 15 Section 5.2 Insurance 15 Section 5.3 No Sale, Lease or Encumbrance, Exceptions 16 Section 5.4 Books, Records and Accounts 17 Section 5.5 No Free Service 17 Section 5.6 Satisfaction of Liens 17 Section 5.7 Disconnection of Water for Non-Payment 17 Section 5.8 No Loss of Lien on Revenues 18 Section 5.9 Annual Budget 18 Section 5.10 Payments to Town Must be in Money 18 Section 5.11 No Competing Project. 18 Section 5.12 Investments 18 Section 5.13 Taxes 18 ARTICLE VI INDEMNIFICATION 18 Section 6.1 Indemnification 18 ARTICLE VII DEFAULT AND REMEDIES 19 Section 7.1 Events of Default 19 Section 7.2 Remedies on Default by Town 20 Section 7.3 Default by Bank 20 ARTICLE VIII GENERAL COVENANTS 20 Section 8.1 Quiet Possession 20 Section 8.2 Termination of Payment of Purchase Price 20 Section 8.3 Individual Liability 20 Section 8.4 Amendments for Securities and Exchange Commission, “Blue Sky” and Other Limited Purposes 20 Section 8.5 Bank’s Interest Hereunder 21 Section 8.6 Recordation and Filing of Instruments 21 Section 8.7 Right of Trustee to Perform Town’s Obligations Hereunder 21 Section 8.8 Excess Payments 21 ARTICLE IX MISCELLANEOUS 21 Section 9.1 Arizona Law to Govern 21 Section 9.2 Notices; Mailing Addresses 21 Section 9.3 Amendments 22 Section 9.4 Severability 22 Section 9.5 Counterparts 22 Section 9.6 Net Purchase Agreement 22 Section 9.7 Assignment by Town 23 Section 9.8 Interested Parties Herein 23 Section 9.9 Certain Statutory Notices 23 Section 9.10 Holidays 24 6442822.10 1 TOWN PURCHASE AGREEMENT THIS TOWN PURCHASE AGREEMENT, dated as of [_________ 1, 2025], by and between U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, authorized to exercise trust powers in the State of Arizona, as trustee but in its separate capacity as seller (the “Bank”), and the TOWN OF ORO VALLEY, ARIZONA, a municipal corporation of the State of Arizona (the “Town”), WITNESSETH: WHEREAS, the Town desires to finance (i) capital improvements to the utility system providing water or reclaimed water to the Town, including a portion of the Town’s portion of the Northwest Recharge, Recovery and Delivery System (NWRRDS) (the “Improvements”) and (ii) the payment of the Delivery Costs of the Obligation defined herein; and WHEREAS, to finance the Improvements, the Town has authorized the execution and delivery of the Town’s Senior Lien Water Revenue Obligation, Series 2025 (the “Obligation”) to be executed and delivered pursuant to the Indenture (as defined herein); and WHEREAS, the Trustee (as defined herein) will execute and deliver the Obligation and use the proceeds of the Obligation to provide funds to the Town to finance the Improvements and to pay the Delivery Costs (as defined in the Indenture) of the Obligation; and WHEREAS, the Town shall hereby agree to pay to the Bank from time to time the payments for the Purchase Price (as defined herein) and to pledge its Net Revenues (as defined herein) as security and the source of such payments and the Bank shall hereby agree to accept such Payments, NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS In addition to the words and terms defined elsewhere in this Town Purchase Agreement, the following words and terms as used herein shall have the respective meanings indicated below unless the context or use requires a different meaning or intent. All accounting terms not otherwise defined in the Indenture shall have the meanings assigned to them in accordance with generally accepted accounting principles. All capitalized terms used herein and not defined herein shall have the meaning given to them in the Indenture. “Authorized Town Representative” means the Chief Financial Officer of the Town or any other person at any time designated to act on behalf of the Town by written certificate containing the specimen signature of such person and signed by the Town Manager or his designee. Such certificate may designate one or more alternates. 6442822.10 2 “Bond Year” means a twelve-month period beginning July 2 of the calendar year and ending on the next succeeding July 1, except that for purposes of Section 2.2 the first Bond Year shall begin on the date of issue of the Obligation and shall end on [July 1, 2025], and the last Bond Year shall end on the date of retirement of the last Obligation. “Consultant” means a firm of utility consultants experienced in the financing and operation of water systems and having a nationally recognized reputation for such work. “Event of Default” means one of the events defined as such in Section 7.1 hereof. “Fiscal Year” means the 12-month period used by the Town for its general accounting purposes as the same may be changed from time to time, said fiscal year currently extending from July 1 to June 30. “Improvements” means capital improvements to the utility system providing water or reclaimed water to the Town, including a portion of the Town’s portion of the Northwest Recharge, Recovery and Delivery System (NWRRDS). “Improvements Fund” means the Improvements Fund established pursuant to Section 5.4 of the Indenture. “Indenture” means the Obligation Indenture, dated as of [______ 1, 2025], by and between the Town and Trustee, together with any duly authorized amendment therefor or supplement thereto. “Independent Certified Public Accountant” means a firm of certified public accountants which is not in the regular employ of the Town on a salary basis. “Interest Account” means the Interest Account of the Obligation Fund established pursuant to Section 5.2 of the Indenture. “Net Revenues” means income, monies and receipts derived by the Town from the ownership, use and operation of the Project, or any part thereof, including without limitation interest received on, and profits realized from the sale of investments made with monies of the Project less all Operating Expenses; further, the term Net Revenues shall not include: (i) nonrecurring revenues, such as grants and gifts; (ii) interest received on any investments placed irrevocably in trust to pay, or provide for the payment of, Senior Obligations; and (iii) amounts received which the Town is now or at the time of receipt contractually required to pay out as reimbursement for construction or installation of water lines or other water facilities included, or to be included in the Project. “Obligation Fund” means the Obligation Fund established pursuant to Section 5.2 of the Indenture. 6442822.10 3 “Obligation” means the [$_________] aggregate principal amount of Town of Oro Valley, Arizona, Senior Lien Water Revenue Obligation, Series 2025 executed and delivered pursuant to the Indenture. “Operating Expenses” means any fees payable to the Trustee and paying agent or registrar for the Senior Obligations and the reasonable and necessary costs of operation, maintenance and repair of the Project, but shall exclude depreciation. “Opinion of Counsel” means a written opinion of counsel selected by the Town. “Other Moneys” means moneys of the Town other than Net Revenues which are, at the time any payment is required under this Town Purchase Agreement, legally available to make such payment. “Parity Obligation Documents” means any ordinance, indenture, contract or agreement of the Town constituting or authorizing Parity Obligations. “Parity Obligations” means Senior Obligations that are issued by, or the payment of which is assumed by the Town subsequent to, and are to rank on parity with, the payments of the Purchase Price to be used to pay debt service with respect to the Obligation under Article IV and share pro rata in payments to be made by the Town from Net Revenues. “Parity Test Debt Service” means an amount of money equal to the highest aggregate Principal Requirement and interest requirement of all outstanding Senior Obligations to fall due and payable in the current or any future Bond Year. For purposes of determining Parity Test Debt Service for any Bond Year, the interest requirement on the Senior Obligations shall be determined based on interest on all outstanding Senior Obligations to their stated maturity dates unless the Town shall have given irrevocable instructions to redeem some or all Outstanding Senior Obligations pursuant to their respective indentures and agreements, as applicable, in which case the interest requirement on the Senior Obligations shall be determined based on interest on all Outstanding Senior Obligations to their stated maturity or, with respect to Senior Obligations for which such irrevocable redemption instructions have been given, prior redemption dates. In case any Parity Obligations outstanding or proposed to be issued shall bear interest at a variable rate, the interest requirement of such Parity Obligations in each Bond Year during which such variable rate applies shall be computed at the lesser of (i) the maximum rate which such Parity Obligations may bear under the terms of their issuance or (ii) the rate of interest established for long-term bonds by the 20-year bond index most recently published by THE BOND BUYER of New York, New York, prior to the date of computation (or in the absence of such published index, some other index selected in good faith by the Chief Financial Officer of the Town after consultation with one or more reputable, experienced investment bankers as being equivalent thereto). “Principal Account” means the Principal Account of the Obligation Fund established pursuant to Section 5.2 of the Indenture. “Principal Requirement” means (i) with respect to the 2014 Loan, the 2021 Obligations and the Obligation, as of any date of calculation, the principal amount of the 2014 Loan, the 2021 6442822.10 4 Obligations and the Obligation maturing or subject to mandatory sinking fund redemption pursuant to the Indenture during the then-current Bond Year, and (ii) with respect to Parity Obligations, as of any date of calculation, the amount required to be paid by the Town during the then-current Bond Year with respect to principal of Parity Obligations. In computing the Principal Requirement for Parity Obligations, an amount of Parity Obligations required to be redeemed pursuant to mandatory redemption in each year shall be deemed to fall due in that year and (except in case of default in observing a mandatory redemption requirement) shall be deducted from the amount of Parity Obligations maturing on the scheduled maturity date. “Project” means all buildings, equipment and other real and personal properties suitable for use by the Town or its agencies or instrumentalities relating to the operation of the domestic water systems. “Purchase Price” means the sum of the payments required by Section 3.3 hereof to be paid by the Town to or for the account of the Bank. “Regulations” means applicable Treasury Regulations promulgated under the Code. “Senior Lien Obligations Fund” means the fund of that name established pursuant to Section 4.3 hereof. “Senior Obligations” means any bond or obligation payable from Net Revenues which enjoy a prior and paramount claim on Net Revenues (including the 2014 Loan, the 2021 Obligations, the Obligation and any Parity Obligations). “Taxable Series 2021B Obligations” means the $3,631,000 aggregate principal amount of Town of Oro Valley, Arizona, Senior Lien Water Revenue Refunding Obligations, Taxable Series 2021B, dated January 20, 2021. “Tax-Exempt Series 2021A Obligations” means the $1,951,000 aggregate principal amount of Town of Oro Valley, Arizona, Senior Lien Water Revenue Refunding Obligations, Tax-Exempt Series 2021A, dated January 20, 2021. “Town” means the Town of Oro Valley, Arizona. “Town Purchase Agreement” means this Town Purchase Agreement as it may from time to time be supplemented or amended with the consent of the Trustee. “Trustee” means U.S. Bank Trust Company, National Association or any successor thereto, as trustee under the Indenture. “2014 Loan” means the loan made by WIFA to the Town pursuant to the Loan Agreement, dated as of January 24, 2014. “2021 Obligations” means collectively the Tax-Exempt Series 2021A Obligations and the Taxable Series 2021B Obligations. 6442822.10 5 “WIFA” means Water Infrastructure Finance Authority of Arizona. ARTICLE II EXECUTION AND DELIVERY OF OBLIGATION; APPLICATION OF PROCEEDS; FEDERAL LAW COVENANTS Section 2.1 Agreement to Cause Execution and Delivery of Obligation; Application of Proceeds. To provide funds to finance the Improvements and Delivery Costs of the Obligation, the Obligation shall be executed and delivered pursuant to the Indenture, and such funds will be applied as provided in the Indenture. Section 2.2 General Federal Tax Covenants Applicable to the Obligation. (a) The Town shall not make or direct the making of any investment or other use of the proceeds of the Obligation which would cause the Obligation to be “arbitrage bonds” as that term is defined in Section 148 of the Code or “private activity bonds” as that term is defined in Section 141 of the Code and shall comply with the requirements of such sections of the Code and the related Regulations throughout the term of the Obligation. (Particularly, the Town shall be the owner of the Project for federal income tax purposes. The Town shall not enter into (i) any management or service contract with any entity other than a governmental entity for the operation of any portion of the Project unless the management or service contract complies with the requirements of Revenue Procedure 2017-13 or such other authority as may control at the time or (ii) any lease or other arrangement with any entity other than a governmental entity that gives such entity special legal entitlements with respect to any portion of the Project.) Also, the payment of principal and interest with respect to the Obligation shall not be guaranteed (in whole or in part) by the United States or any agency or instrumentality of the United States. The proceeds of the Obligation, or amounts treated as proceeds of the Obligation, shall not be invested (directly or indirectly) in federally insured deposits or accounts, except to the extent such proceeds (i) may be so invested for an initial temporary period until needed for the purpose for which the Obligation is being executed and delivered, may be so used in making investments of a bona fide debt service fund or (iii) may be invested in obligations issued by the United States Treasury. In consideration of the purchase and acceptance of the Obligation by the Holder thereof from time to time and of retaining such exclusion and as authorized by Title 35, Chapter 3, Article 7, Arizona Revised Statutes, as amended, the Town covenants, and the appropriate officials of the Town are hereby directed, to take all action required by the Code to preserve such exclusion or to refrain from taking any action prohibited by the Code which would adversely affect in any respect such exclusion. (b) The Town shall comply with the procedures and covenants contained in any arbitrage rebate provision (initially, Section 2.3 hereof) or separate agreement executed in connection with the issuance of the Obligation for so long as compliance is necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Obligation. (c) (i) The Town shall take all necessary and desirable steps, as determined by the Town Representative, to comply with the requirements hereunder in order to ensure that interest on the Obligation is excluded from gross income for federal income tax purposes under 6442822.10 6 the Code; provided, however, compliance with any such requirement shall not be required in the event the Town receives an Opinion of Counsel that either (A) compliance with such requirement is not required to maintain the exclusion from gross income of interest on the Obligation or (B) compliance with some other requirement will meet the requirements of the Code. In the event the Town receives such an Opinion of Counsel, this Town Purchase Agreement shall be amended to conform to the requirements set forth in such opinion. (ii) If for any reason any requirement hereunder is not complied with, the Town shall take all necessary and desirable steps, as determined by the Town Representative, to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable amended diligence and the Town shall pay any required interest or penalty under Regulations Section l.148-3(h). Section 2.3 Arbitrage Rebate Covenants. (a) Terms used in Subsection (b) and not otherwise defined in Article I or in Subsection (b) shall have the meanings given to them in the Code and the Regulations. (b) For purposes of this Section, the following terms shall have the following meanings: “Bond Yield” is as indicated in the arbitrage certificate delivered simultaneously with the Obligation and means the discount rate that produces a present value equal to the Issue Price of all unconditionally payable payments of principal, interest and fees for qualified guarantees within the meaning of Regulations Section 1.148-4(f) and amounts reasonably expected to be paid as fees for qualified guarantees in connection with the Obligation as determined under Regulations Section 1.148-4(b). The present value of all such payments shall be computed as of the date of issue of the Obligation and using semiannual compounding on the basis of a 360-day year. Bond Yield shall be recomputed if required by Regulations Section 1.148- 4(b)(4) or 4(h)(3). “Gross Proceeds” means: (i) any amounts actually or constructively received by the Town from the sale of the Obligation; (ii) transferred proceeds of the Obligation under Regulations Section 1.148-9; (iii) any amounts actually or constructively received from investing amounts described in (i), (ii) or (iv) and (iv) replacement proceeds of the Obligation within the meaning of Regulations Section 1.148-1(c). Replacement proceeds include amounts reasonably expected to be used directly or indirectly to pay debt service on the Obligation, pledged amounts where there is reasonable assurance that such amounts will be available to pay principal or interest on the Obligation in the event the Town encounters financial 6442822.10 7 difficulties and other replacement proceeds within the meaning of Regulations Section 1.148-l(c)(4). Whether an amount is Gross Proceeds is determined without regard to whether the amount is held in any fund or account established under the Indenture. “Investment Property” means any security, obligation (other than a tax- exempt bond within the meaning of Code Section 148(b)(3)(A)), annuity contract or investment- type property within the meaning of Regulations Section 1.148-l(b). “Issue Price” is as indicated in such arbitrage certificate. Issue price shall be determined as provided in Regulations Section 1.148-1(b). “Nonpurpose Investment” means any Investment Property acquired with Gross Proceeds, and which is not acquired to carry out the governmental purposes of the Obligation. “Payment” means any payment within the meaning of Regulations Section 1.148-3(d)(l) with respect to a Nonpurpose Investment. “Rebate Requirement” means at any time the excess of the future value of all Receipts over the future value of all Payments. For purposes of calculating the Rebate Requirement the Bond Yield shall be used to determine the future value of Receipts and Payments in accordance with Regulations Section 1.148-3(c). The Rebate Requirement is zero for any Nonpurpose Investment meeting the requirements of a rebate exception under Section 148(f)(4) of the Code or Regulations Section 1.148-7. “Receipt” means any receipt within the meaning of Regulations Section 1.148-3(d)(2) with respect to a Nonpurpose Investment. (c) Unless an exception to such requirement is available to the satisfaction of the Town Representative, within 60 days after the end of each Bond Year, the Town shall cause the Rebate Requirement to be calculated and shall pay to the United States of America: (i) not later than 60 days after the end of the fifth Bond Year and every fifth Bond Year thereafter, an amount which, when added to the future value of all previous rebate payments with respect to the Obligation (determined as of such Computation Date), is equal to at least 90 percent of the sum of the Rebate Requirement (determined as of the last day of such Bond Year) plus the future value of all previous rebate payments with respect to the Obligation (determined as of the last day of such Bond Year); and (ii) not later than 60 days after the retirement of the last Obligation, an amount equal to 100 percent of the Rebate Requirement (determined as of the date of retirement of the last Obligation). Each payment required to be made under this Section shall be filed with the Internal Revenue Service Center, Ogden, Utah 84201, on or before the date such payment is due, and shall be accompanied by IRS Form 8038-T. 6442822.10 8 (d) No Nonpurpose Investment shall be acquired for an amount in excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an amount less than its fair market value. (e) For purposes of Subsection (d), whether a Nonpurpose Investment has been purchased or sold or disposed of for its fair market value shall be determined as follows: (i) The fair market value of a Nonpurpose Investment generally shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in a bona fide arm’s length transaction. Fair market value shall be determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding. (ii) Except as provided in Subsection (f) or (g), a Nonpurpose Investment that is not of a type traded on an established securities market, within the meaning of Code Section 1273, is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. (iii) If a United States Treasury obligation is acquired directly from or sold or disposed of directly to the United States Treasury, such acquisition or sale or disposition shall be treated as establishing the fair market value of the obligation. (f) The purchase price of a certificate of deposit that has a fixed interest rate, a fixed payment schedule and a substantial penalty for early withdrawal is considered to be its fair market value if the yield on the certificate of deposit is not less than: (i) the yield on reasonably comparable direct obligations of the United States; and (ii) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (g) A guaranteed investment contract shall be considered acquired and disposed of for an amount equal to its fair market value if: (i) A bona fide solicitation in writing for a specified guaranteed investment contract, including all material terms, is timely forwarded to all potential providers. The solicitation must include a statement that the submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Town or any other person (whether or not in connection with the Obligation), and that the bid is not being submitted solely as a courtesy to the Town or any other person for purposes of satisfying the requirements in the 6442822.10 9 Regulations that the Town receive bids from at least one reasonably competitive provider and at least three providers that do not have a material financial interest in the Obligation. (ii) All potential providers have an equal opportunity to bid, with no potential provider having the opportunity to review other bids before providing a bid. (iii) At least three reasonably competitive providers (i.e., having an established industry reputation as a competitive provider of the type of investments being purchased) are solicited for bids. At least three bids must be received from providers that have no material financial interest in the Obligation (e.g., a lead underwriter within 15 days of the issue date of the Obligation or a financial advisor with respect to the investment) and at least one of such three bids must be from a reasonably competitive provider. If the Town uses an agent to conduct the bidding, the agent may not bid. (iv) The highest-yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker’s fees) is purchased. (v) The determination of the terms of the guaranteed investment contract takes into account as a significant factor the reasonably expected deposit and drawdown schedule for the amounts to be invested. (vi) The terms for the guaranteed investment contract are commercially reasonable (i.e., have a legitimate business purpose other than to increase the purchase price or reduce the yield of the guaranteed investment contract). (vii) The provider of the investment contract certifies the administrative costs (as defined in Regulations section 1.148-5(e)) that it pays (or expects to pay) to third parties in connection with the guaranteed investment contract. (viii) The Town retains until three years after the last Outstanding Obligation is retired, (A) a copy of the guaranteed investment contract, (B) a receipt or other record of the amount actually paid for the guaranteed investment contract, including any administrative costs paid by the Town and a copy of the provider ’s certification described in (vii) above, (C) the name of the person and entity submitting each bid, the time and date of the bid, and the bid results and (D) the bid solicitation form and, if the terms of the guaranteed investment contract deviates from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose of the deviation. (h) Such experts and consultants shall be employed 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 with respect to the Obligation. 6442822.10 10 ARTICLE III AGREEMENT, PURCHASE PRICE AND SOURCE OF PAYMENTS Section 3.1 Agreement of Sale. The Bank hereby sells to the Town, and the Town hereby buys from the Bank, for the Purchase Price, the accommodation provided by the Bank by the actions taken in Section 2.1 hereof. (The Town acknowledges that it is receiving good and valuable consideration from such actions.) The Purchase Price shall be paid to the account of the Bank at the designated office of the Trustee, but only from Net Revenues as hereinafter prescribed, in an amount equal to the aggregate of the sums prescribed by Section 3.3 hereof to be paid at or before the respective dates called for in said Section 3.3 hereof. Section 3.2 Possession of Project. The Town shall continue to be entitled to have sole and exclusive possession of the Project. Section 3.3 Amounts of Purchase Price Payable. The Town shall pay, solely from Net Revenues or Other Moneys the Town chooses to make available, as the Purchase Price, the aggregate of the amounts for which provision is made in this Section: (a) On each June 15 and December 15, commencing [December 15, 2025], until principal of and interest on the Obligation have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Town shall pay a sum equal to the interest on the Obligation falling due on the next succeeding Obligation Payment Date. (b) On each June 15, until principal of and interest on the Obligation have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Town shall pay a sum equal to the principal due on the Obligation or subject to mandatory redemption for the then-current Bond Year. (c) [Reserved]. (d) If at any Obligation Payment Date following delivery of the Obligation the balance available in the Obligation Fund is insufficient to make required payments of principal and interest due on such date, the Town shall pay any such deficiency in sufficient time to prevent default in the payment of principal of or interest on the Obligation falling due on such Obligation Payment Date; provided however, that any amount at any time held by the Trustee in the Interest Account shall be credited against the aforesaid respective Obligation next thereafter required to be met by the Town, but only to the extent such amount is in excess of the amount required for payment of past due interest whether or not such Obligation shall have been presented for payment. (e) The Town shall pay to the Trustee its fees and expenses in accordance with the provisions of Section 8.8 of the Indenture. In the event the Town should fail to make when due any of the payments required in this Section, the item or installment so in default shall continue as an obligation of the Town payable solely from Net Revenues, until the amount in default shall have been fully paid, and the Town 6442822.10 11 shall pay the same with interest thereon at the rate applicable to the Obligation, from the date said payment was to be made until the date of payment by the Town. Section 3.4 Manner and Place of Section 3.3 Payments. The payments provided for in Section 3.3(a), (b) and (d) shall be paid in lawful money of the United States of America directly to the Trustee for the account of the Bank and shall be deposited in the Obligation Fund for deposit into the Interest Account and Principal Account. The payments provided for in Section 3.3(e) hereof shall be paid in lawful money of the United States of America directly to the Trustee for its own use or for disbursement to the paying agent as provided in the Indenture, as the case may be. Section 3.5 Limitation on Source of Town Payments. Except to the extent the Town determines to make payments from Other Moneys, all amounts to be paid by the Town pursuant to Section 3.3 hereof shall be payable solely from Net Revenues as provided in Article IV hereof. Under no circumstances shall amounts paid under this Town Purchase Agreement from Other Moneys constitute a pledge of such Other Moneys, and amounts payable by the Town hereunder shall never constitute a general obligation of the Town or a pledge of ad valorem taxes by the Town. Section 3.6 Obligations of Town Hereunder Unconditional. The obligations of the Town to make the payments required in Section 3.3 (subject to the provisions of Sections 3.4 and 3.5) hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional, regardless of the continued existence of the Project or its physical condition. Until such time as the principal of and interest with respect to the Obligation shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Town (a) shall not diminish, suspend or discontinue any payments provided for in Section 3.3 hereof, (b) shall perform and observe all of its other agreements contained in this Town Purchase Agreement, and (c) shall not terminate this Town Purchase Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, loss, theft or destruction of or damage to the Project, or any part thereof, frustration of purpose, any change in the tax or other laws of the United States of America or of the State of Arizona or any political subdivision of either thereof, or any failure of the Bank to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Town Purchase Agreement. Nothing contained in this Section shall be construed to release the Bank from the performance of any of the agreements on its part herein contained, and in the event the Bank shall fail to perform any such agreement on its part, the Town may institute such action against the Bank as the Town may deem necessary to compel performance or recover its damages for non-performance so long as such action shall not violate or impair the effectiveness of the agreements on the part of the Town contained in the two preceding sentences. The Town may, however, at its own cost and expense and in its own name or in the name of the Bank, prosecute or defend any action or proceeding or take any other action involving third persons which the Town deems reasonably necessary in order to secure or protect its rights of ownership, possession and use hereunder, and in such event the Bank shall cooperate fully with the Town and to take all action necessary to effect the substitution of the Town for the Bank in any such action or proceeding if the Town shall so request. 6442822.10 12 Section 3.7 Prepayment of Purchase Price Generally. The Town shall be permitted to prepay all of the outstanding portion of the Purchase Price to the extent and in the manner to provide for redemption of the Obligation permitted by Article III of the Indenture. If such prepayment is made in compliance with such terms of the Indenture, the Bank shall accept such prepayment to the extent required to provide for a permitted redemption or provision for redemption of such Obligation as shall be directed by the Town. No other prepayment of the Purchase Price shall be permitted. Section 3.8 [Reserved]. ARTICLE IV NET REVENUES PLEDGE; RATE COVENANT; FLOW OF FUNDS; PARITY OBLIGATIONS Section 4.1 Limitation of Source of Town Payments; Pledge. As all amounts to be paid by the Town under Section 3.3 shall be payable solely from Net Revenues or Other Moneys, the Town hereby pledges and shall raise and apply Net Revenues in such amounts and in such manner as required herein to make the payments required to be made by the Town under Section 3.3 hereof and shall make said payments from Net Revenues, except to the extent that it chooses to make such payments from Other Moneys, as provided in Section 3.5 hereof. Section 4.2 Rate Covenant. The Town shall continuously own, control, operate and maintain the Project in an efficient and economical manner and on a revenue producing basis and shall at all times establish, fix, maintain and collect rates, fees and other charges for all water and services furnished by the Project fully sufficient at all times: (a) To provide for 100% of the Operating Expenses; (b) To produce Net Revenues in each Fiscal Year which will equal at least 120% of the interest and Principal Requirement for the then-current Bond Year on all Senior Obligations then outstanding; (c) [Reserved]; and (d) To produce Net Revenues in each Fiscal Year which will remedy all deficiencies in payments into any of the funds and accounts described below required from prior Fiscal Years for the payment of the Purchase Price as well as the payment of principal of and interest on Parity Obligations. The Town shall cause an amount of Net Revenues to be included in the annual budget and appropriation for every Fiscal Year commencing with the Fiscal Year immediately following the delivery of this Town Purchase Agreement sufficient to meet all requirements of this Town Purchase Agreement. 6442822.10 13 Section 4.3 Establishment of Funds. The Town shall establish and maintain a separate fund known as the “Senior Lien Obligations Fund” which shall be funded and disbursed as provided in this Article. Section 4.4 Flow of Funds - Senior Lien Obligations Fund. The Town shall deposit all of Net Revenues in the Senior Lien Obligations Fund from time to time as received. Money in the Senior Lien Obligations Fund shall be applied as follows: Net Revenues in the amount of the applicable portion of the Purchase Price shall be paid from the Senior Lien Obligations Fund to the Trustee when due and amounts corresponding to debt service on the Parity Obligations shall be paid when due, such amounts in the Senior Lien Obligations Fund being pledged to the payment thereof. Section 4.5 [Reserved]. Section 4.6 Deposits and Security of Funds. All money in the aforementioned funds shall be held by the Town in one or more depositories qualified for use by the Town. Uninvested money shall, at least to the extent not guaranteed by the Federal Deposit Insurance Corporation, be secured to the fullest extent required by the laws of the State of Arizona for the security of public funds. Section 4.7 Investment of Funds. Money in the aforementioned funds shall be invested and reinvested at the highest rates reasonably available (except to the extent that a restricted yield is required or advisable under Section 148 of the Code). Money in the Senior Lien Obligations Fund may be invested by the Town in Permitted Investments maturing within 90 days from the date of purchase. Money in each of said funds shall be accounted for as a separate and special fund apart from all other funds of the Town, provided that investments of money therein may be made in a pool of investments together with other money of the Town. Section 4.8 Change of Accounting Project. The Town reserves the right, whether or not with the consent of the Holder of the Obligation, to change the system of funds and accounts set out above so that any one or more of the same may become accounts or subaccounts within an enterprise fund and so that separate fund treatment need not be accorded the various accounts so established; provided that all accounts so established within such enterprise fund shall be fully accounted for on the books of the Town, available for inspection and the flow of funds above required shall not otherwise be changed. Section 4.9 Prior Lien Obligations; Parity Obligations. The Town shall not incur any obligations payable from Net Revenues ranking prior to the obligations of the Town under this Town Purchase Agreement. The Town shall not incur any Parity Obligations except for (a) additional Parity Obligations entered into or issued for the purpose of refunding the Senior Obligations if, upon the incurring of such Parity Obligations, the conditions specified in Section 4.10 hereof are met, or (b) additional 6442822.10 14 Parity Obligations entered into or issued for purposes other than refunding the Senior Obligations if, upon the incurring of such Parity Obligations, the conditions specified in Section 4.11 hereof are met. Section 4.10 Parity Obligations for Refunding Purposes. Any or all of the Senior Obligations may be refunded at maturity, upon redemption in accordance with their terms or with the consent of the Holder thereof, and the refunding Parity Obligations so entered into or issued shall constitute Parity Obligations; provided, however, that: (a) The Town Clerk shall have received a certificate of the Chief Financial Officer of the Town (i) setting forth the aggregate amount of interest and Principal Requirement becoming due and payable from the date of such determination to maturity or earlier redemption (A) with respect to the Senior Obligations of all series outstanding immediately prior to the date of authentication and delivery of such refunding Senior Obligations and (B) with respect to the Senior Obligations of all series to be outstanding immediately thereafter and (ii) demonstrating that the amount set forth pursuant to (B) above is not greater than 105% of the amount set forth pursuant to (A) above; or (b) All Outstanding Senior Obligations are being refunded under arrangements which immediately result in making provision for the payment of the refunded Senior Obligations. Section 4.11 Additional Parity Obligations Generally. Additional Parity Obligations may also be issued for other than refunding purposes as described above in Sections 4.9 and 4.10 hereof if, prior to the issuance thereof, there shall have been procured and filed with the Town Clerk and the Trustee a certificate of the Chief Financial Officer of the Town to the effect that Net Revenues of the Project for the most recently completed Fiscal Year for which audited financial statements of the Town are available were equal to at least 120% of Parity Test Debt Service for all outstanding Senior Obligations, including the obligations proposed to be issued. Any certificate of the Chief Financial Officer of the Town required pursuant to this Section 4.11 can take into account an opinion of an Independent Certified Public Accountant or a Consultant with regard to the following adjustments to Net Revenues for such most recently completed Fiscal Year: (a) An adjustment equal to 100% of the increased annual amount attributable to any revision in the schedule of rates and charges imposed not less than three months prior to the date of delivery of such additional Parity Obligations and not fully reflected in t he audited Net Revenues actually received during said Fiscal Year. Such adjustment shall be based upon an opinion from the Independent Certified Public Accountant or Consultant as to the amount of Net Revenues which would have been received during said Fiscal Year had the new rates been in effect throughout said Fiscal Year. (b) An adjustment equal to 100% of additional new Net Revenues estimated to be received in the first Fiscal Year after delivery of said additional Parity Obligations or the assumption of such additional obligations from connections to the Project estimated in an opinion from the Independent Certified Public Accountant or Consultant to be made during and after such 6442822.10 15 12-month period to the extent that such new Net Revenues are not taken into account under Subsection (a) above. (c) If (i) the additional Parity Obligations are issued for the purpose of paying the cost of acquiring other existing water utilities or (ii) additional obligations payable from Net Revenues are being assumed by the Town in connection with the acquisition of other existing water utilities, an adjustment of said Net Revenues to reflect 100% of the additional estimated Net Revenues which in the opinion of the Independent Certified Public Accountant or Consultant will be derived from the acquired utility during the first complete Fiscal Year after the issuance of such additional Parity Obligations or the assumption of such obligations payable from Net Revenues. Such opinion shall be based on the actual operating revenues of the acquired utility for a recent 12-month period adjusted to reflect the Town’s ownership and the Town’s rate structure in effect with respect to the Project at the time of the issuance of the additional Parity Obligations or the assumption of such obligations payable from Net Revenues. (d) If the additional Parity Obligations are issued for the purpose of paying the cost of construction of additions, extensions or improvements to the Project and if money to pay interest on said additional Parity Obligations has been provided from proceeds of Parity Obligations or funds on hand in an amount sufficient to pay interest falling due on such Parity Obligations for the period from the date of issuance thereof until the anticipated completion of the construction of such extensions and improvements, an adjustment of said Net Revenues to reflect 100% of the additional estimated annual Net Revenues which in the opinion of the Independent Certified Public Accountant or Consultant will be derived during the first complete Fiscal Year after the completion of such construction from connections to the proposed additions, extensions or improvements. ARTICLE V COVENANTS REGARDING THE PROJECT; MAINTENANCE; INVESTMENTS; TAXES Section 5.1 Maintenance of the Project in Good Condition. The Town shall maintain the Project in good condition, operate the same in a proper and economical manner and at reasonable cost, and faithfully and punctually perform all duties with reference to the Project required by the Constitution and laws of the State of Arizona. Section 5.2 Insurance. The Town shall maintain insurance on the Project (which may take the form of or include an adequately-funded program of self-insurance) for the benefit of the Holder of the Obligation payable wholly or in part from Net Revenues for the full insurable value of all buildings and machinery and equipment therein against loss or damage by fire, lightning, tornado or winds and all other combustible property against loss or damage by fire or lightning and other coverages and amounts of insurance, (including public liability and damage to property of others to the extent deemed prudent by the Town) normally carried by others on similar operations. The cost of such insurance shall be considered as an Operating Expense. All money received for losses under any such insurance policies, except public liability policies, is hereby pledged by the Town as security for the Obligation until and unless such proceeds are paid out in making good the loss or damage in respect of which such proceeds are received by repairing the 6442822.10 16 property damaged or replacing the property destroyed. Adequate provision for making good such loss and damage shall be made with due diligence and within a reasonable period of time. Insurance proceeds not used in making such provision shall be paid to the Town and applied for any other legal purpose of the Town. Such insurance proceeds shall be payable to the Town by appropriate clause to be attached to or inserted in the policies. Self-insurance may be maintained for the Project either separately or in connection with any general self-insurance program maintained by the Town; provided, that (a) any such program is in writing and has been adopted by the Town and (b) an independent insurance or actuarial consultant appointed by the Town annually review and certify to the Town in writing that any such program is adequate and actuarially sound. Section 5.3 No Sale, Lease or Encumbrance, Exceptions. Except as hereinafter expressly permitted, the Town shall not sell, lease, encumber or in any manner dispose of the Project as a whole until the Obligation and all interest thereon shall have been paid in full or provision for payment has been made in accordance with Article X of the Indenture. (a) The Town shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the Project in the following manner, if any one of the following conditions exists: (i) such property is not necessary for the operation of the Project, (ii) such property is not useful in the operation of the Project, (iii) such property is not profitable in the operation of the Project or (iv) the disposition of such property will be advantageous to the Project and will not adversely affect the security for the Holder of the Obligation. In addition the Town may sell to any other political subdivision of the State of Arizona or any agency of any one or more of them, any portion of the Project if there is filed with the Town C lerk a certificate executed by the Consultant showing that, in his or her opinion, the proposed sale will not reduce Net Revenues to be received by the Project in the full Fiscal Year next succeeding such sale to an amount less than 120% of Parity Test Debt Service. In making such computation, the Consultant shall consider such matters as he deems appropriate including: (x) anticipated diminution of revenues; (y) anticipated increase or decrease in Operating Expenses attributable to the sale, and (z) reduction, if any, in annual principal and interest requirements attributable to the application of the sale proceeds to the making of provision for payment of Obligation theretofore Outstanding. Such sale may include a partial interest in a water facility owned or to be owned in whole or in part by the Town. (b) All proceeds of any such sale shall be paid to the Town and applied for any legal purpose of the Town. (c) The Town reserves the right to sell or otherwise transfer the Project as a whole to any political subdivision or agency of one or more political subdivisions of the State of Arizona to which may be delegated the legal authority to own and operate the Project on behalf of the public, and which undertakes in writing, filed with the Town Clerk, the Town ’s obligations hereunder; provided that there shall be first filed with the Town Clerk (i) an opinion of Special Counsel to the effect that (A) such sale will not cause interest with respect to any tax-exempt Obligation to become subject to federal income taxation, (B) such sale will not materially diminish the security of the Holder of the Obligation (which opinion may be based on the Consultant’s report described in clause (ii), below) and (C) the obligations of the Town hereunder have been 6442822.10 17 validly assumed by such transferee and are the valid and legally binding obligations of such transferee and (ii) an opinion of a Consultant expressing the view that such transfer in and of itself will not result in any diminution of Net Revenues to the extent that in the full Fiscal Year next succeeding such transfer Net Revenues will be less than 125% of Parity Test Debt Service. In reaching this conclusion, the Consultant shall take into consideration such factors as he may deem significant including any rate schedule to be imposed by said political subdivision or agency. Section 5.4 Books, Records and Accounts. The Town shall cause to be kept proper books, records and accounts of the Project in accordance with standard accounting practices and procedures customarily used for systems of similar nature, shall cause such books, records and accounts to be properly audited by an Independent Certified Public Accountant and shall require such auditors to complete their report within 180 days after the close of the Fiscal Year. The audit shall contain, but shall not be limited to, a balance sheet, an income statement, a statement of changes in financial position, a statement of changes in system equity and any other statement required by law or accounting convention, and, an opinion by such auditor disclosing any material financial default on the part of the Town in the performance of any covenant herein. The Town shall furnish a copy of its audit to the registered Owner of the Obligation within 360 days after the end of each Fiscal Year, which may be in electronic .PDF format. The electronic audit or link may be sent to the following email address (or such other address as the registered Owner of the Obligation supplies to the Town in writing): PublicFinance@WebsterBank.com. Section 5.5 No Free Service. No free water or service shall be furnished from or by the Project to the Town or any department thereof or to any person, firm or corporation, public or private, or to any public agency or instrumentality. The reasonable cost and value of all water and service rendered to the Town and its various departments by the Project shall be charged against the Town and shall be paid for as the service occurs from the current funds of the Town. All payments so made shall be considered Net Revenues and shall be applied in the manner herein provided for the application of Net Revenues. Section 5.6 Satisfaction of Liens. The Town shall, from time to time, duly pay and discharge or cause to be paid and discharged all taxes, assessments and other governmental charges, if any, lawfully imposed upon the Project or any part thereof or upon Net Revenues, as well as any lawful claims for labor, materials or supplies which if unpaid might by law become a lien or charge upon the Project or Net Revenues or any part thereof or which might impair the security of the Obligation, except when the Town in good faith contests its liability to pay the same. Section 5.7 Disconnection of Water for Non-Payment. The Town shall diligently enforce payment of all bills for water services supplied by the Project. If a bill becomes delinquent and remains so for a period to be determined in accordance with policies of the Town from time to time, the Town shall discontinue water service in accordance with law to any premises the owner or occupant of which shall be so delinquent and not recommence such service to such premises until all delinquent charges with penalties shall have been paid in full or provisions for such payment satisfactory to the Town shall have been made. The Town shall do all things and exercise all remedies reasonably available to assure the prompt payment of charges for all services supplied by the Project. 6442822.10 18 Section 5.8 No Loss of Lien on Revenues. The Town shall not do, or omit to do, or suffer to be done or to be omitted, any matter or thing whatsoever whereby the lien of the Obligation on the Net Revenues or any part thereof might or could be lost or impaired. Section 5.9 Annual Budget; Other Information. The Town shall adopt the budget for each Fiscal Year in compliance with the rate covenants as stated in Section 4.2 and in accordance with law. Section 5.10 Payments to Town Must be in Money. The Town shall require all payments to be made to the Town as water service charges to be made in lawful money of the United States of America and shall not accept as payment the Obligation, or any other obligation or security. Section 5.11 No Competing Project. The Town shall not, to the extent permitted by law, grant a franchise or permit for the operation of any competing water system in the Town. Section 5.12 Investments. Upon the issuance of the Obligation and in order to achieve the maximum economy in the acquisition and financing of the Improvements, the Town shall, at all times practicable, keep moneys held by it invested in Permitted Investments. Section 5.13 Taxes. All taxes of any type or nature charged to the Bank or affecting the Project or affecting the amount available to the Bank from payments received hereunder for the retirement of the Obligation (including charges assessed or levied by any governmental agency, district or Bank having power to levy taxes) shall upon receipt of invoices therefor be paid by the Town under Section 3.3 as additional installments of Purchase Price. Upon a request in writing signed by an Authorized Town Representative, the Bank shall take whatever steps are necessary to contest the amount of tax, or to recover any tax paid if the Town believes such tax or assessment to be improper or invalid. The Town shall reimburse the Bank for any and all costs, including reasonable attorneys’ fees, thus incurred by the Bank. ARTICLE VI INDEMNIFICATION Section 6.1 Indemnification. To the extent permitted by law, the Town hereby indemnifies and holds the Bank and the Trustee, their directors, officers, agents, attorneys and employees, harmless for, from and against any and all claims, expenses, liens, judgments, liability or loss whatsoever, including reasonable legal fees and expenses, relating to or in any way arising out of (a) this Town Purchase Agreement, the Indenture, financing statements, supplements, amendments or additions thereto or the enforcement of any of the terms thereof; (b) the Obligation; (c) any official statement or disclosure documents, either preliminary or final, as applicable, pertaining to such Obligation; (d) the sale and execution and delivery of the Obligation or the transactions contemplated in any of the aforementioned acts, agreements or documents; or the acquisition, purchase, ownership, lease, possession, rental, use, operation, sale or disposition of the Project hereunder or in connection herewith (including, without limitation, expense, liability or loss relating to or in any way arising out of injury to persons, property or the environment, patent or invention rights or strict liability in tort). The right of the Trustee to indemnification from 6442822.10 19 the Town shall not extend to claims, suits and actions successfully brought against the Trustee for, or losses, liabilities or expenses finally adjudicated by a court of competent jurisdiction to have been incurred as a result of, the Trustee’s own negligence, bad faith, willful misconduct or breach of trust. To the extent that the Town makes or provides for payment to the satisfaction of the Bank or the Trustee under the indemnity provisions hereof, the Town shall be subrogated to the rights of the Bank or the Trustee with respect to such event or condition and shall have the right to determine the settlement of claims thereon, it being agreed that except to the foregoing extent, the Bank and the Trustee shall have the right to determine such settlement. The Town shall pay all amounts due hereunder promptly upon notice thereof from the Bank or the Trustee. In case any action, suit or proceeding is brought against the Trustee, if any, by reason of any act or condition which requires indemnification by the Bank or the Town hereunder, the Bank or the Trustee, as the case may be, shall notify the Town promptly of such action, suit or proceeding, and the Town may (and will upon the request of the Bank or the Trustee), at the Town’s expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended, by counsel designated by the Town and approved by the Bank or the Trustee, as the case may be. If the Bank or the Trustee desires to participate in the defense of such action, suit or proceeding through its own counsel, it may do so at its own expense. Each of the Bank and the Trustee may, however, retain its own counsel and still be indemnified against the cost of employing counsel and all other expenses despite an assumption of the defense by the Town if the Bank or the Trustee, as applicable, believes in good faith that there are defenses available to it that are not available to the Town or that are adverse to or in conflict with those available to the Town which cannot be effectively asserted by common counsel. The Bank or the Trustee, their directors, officers, agents, attorneys, and employees, shall not be liable to the Town or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in connection with the Project. These indemnity provisions shall survive the satisfaction and expiration of this Town Purchase Agreement and the Indenture. ARTICLE VII DEFAULT AND REMEDIES Section 7.1 Events of Default. Any one or more of the following events (herein called “Events of Default”) shall constitute a default hereunder: (a) The Town shall fail to make any payment of the Purchase Price when due under Section 3.3(a) or (b); or (b) The Town shall fail to make any payment of the Purchase Price under Section 3.3(d) or (e) for a period of 30 days after notice of such failure shall have been given in writing to the Town by the Trustee; or (c) The Town shall fail to perform any other covenant herein for a period of 30 days after written notice specifying such default shall have been given to the Town by the Trustee, provided that if such failure be such that it cannot be remedied within such 30-day period, it shall not be deemed an Event of Default so long as the Town diligently tries to remedy the same, and shall so certify in writing to the Trustee; or 6442822.10 20 (d) The filing by the Town of a voluntary petition in bankruptcy, or failure by the Town promptly to lift any execution, garnishment or attachment, or assignment by the Town for the benefit of creditors, or the entry by the Town into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Town in any proceedings instituted under the provisions of the federal bankruptcy statutes, as amended, or under any similar acts which may hereafter be enacted. Section 7.2 Remedies on Default by Town. All of the rights and privileges assigned by the Bank hereunder may be exercised as the Trustee may deem advisable. Section 7.3 Default by Bank. The Bank shall in no event be in default in the performance of any of its obligations hereunder unless and until the Bank shall have failed to perform such obligation within 30 days or such additional time as is reasonably required to correct any such default after notice by the Town to the Bank properly specifying wherein the Bank has failed to perform any such obligation. No default by the Bank shall relieve the Town of its obligations to make the various payments herein required, so long as the Obligation remains outstanding; however, the Town may exercise any other remedy available at law or in equity to require the Bank to remedy such default so long as such remedy does not interfere with or endanger the payments required to be made to the Trustee under the Indenture. ARTICLE VIII GENERAL COVENANTS Section 8.1 Quiet Possession. The Town, by keeping and performing the covenants and agreements herein contained, shall at all times during the life of this Town Purchase Agreement, peaceably and quietly, have, hold and enjoy the Project, without suit, trouble or hindrance from the Bank. Section 8.2 Termination of Payment of Purchase Price. Subject to Section 6.1 hereof, upon full payment or provision for payment of the Purchase Price and in consideration of the timely payment of all payments provided for herein and provided that the Town has performed all the covenants and agreements required by the Town to be performed, this Town Purchase Agreement shall cease and expire. Section 8.3 Individual Liability. The Bank, its members, officers, agents and employees shall not be liable to the Town or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in connection with the Project. Section 8.4 Amendments for Securities and Exchange Commission, “Blue Sky” and Other Limited Purposes. If it shall ever become necessary to make any amendment to this Town Purchase Agreement or to the Indenture in order to permit the qualification of the Indenture under the Trust Indenture Act of 1939 or the registration of the Obligation with the Securities and Exchange Commission or the sale of the Obligation in accordance with the “blue sky” laws of any state, the Town and the Bank shall agree to such amendments to both this Town Purchase 6442822.10 21 Agreement and the Indenture as may be necessary or advisable, in the Opinion of Counsel, to permit such qualification, registration or sale. Section 8.5 Bank’s Interest Hereunder. The Bank assigns, hypothecates and pledges to the Trustee all and every part of the right, privilege and interest of the Bank in this Town Purchase Agreement as security for the Obligation. The Town hereby consents to such assignment, hypothecation and pledge. Section 8.6 Recordation and Filing of Instruments. The Town shall prepare all documents of every kind and description, make all filings and recordings, and shall deliver all Opinions of Counsel to the Trustee required under any provision of the Indenture. Section 8.7 Right of Trustee to Perform Town’s Obligations Hereunder. In the event that the Town should fail for any reason to make any payment or perform any obligation hereunder and such failure shall continue for a period of 30 days after written notice has been given to the Town by the Trustee specifying such failure and requesting that it be remedied, the Trustee on its behalf, may but shall not be required to make any such payment or to perform any such duty. The amount of such payment and all expenses reasonably incurred by the Trustee in making such payment and performing such duty shall be additional items of the Purchase Price and shall be paid by the Town immediately upon invoices by the Trustee with interest at the rate of interest applicable to the Obligation from the date said payment was due or expenses incurred to the date of payment by the Town. Section 8.8 Excess Payments. Upon the retirement of the Obligation or upon provision for the payment of principal, interest and premium, if any, with respect thereto in accordance with the Indenture and upon payment or provision for payment of any fees and charges due and owing to the Trustee, any money remaining in the Obligation Fund which is not otherwise required to be applied to the payment of Obligation and interest thereon shall be paid over to the Town or its order as overpayments of the Purchase Price. ARTICLE IX MISCELLANEOUS Section 9.1 Arizona Law to Govern. This Town Purchase Agreement shall be governed exclusively by the provisions hereof and by the laws of the State of Arizona as the same from time to time exist. This Town Purchase Agreement expresses the entire understanding and all agreements of the parties hereto with each other and neither party hereto has made or shall be bound by any agreement or by representation to the other party with respect to the matters covered hereby which is not expressly set forth in this Town Purchase Agreement. Section 9.2 Notices; Mailing Addresses. All notices, consents or other communications required or permitted hereunder shall be deemed sufficient if given in writing addressed and mailed by registered or certified mail, delivered, or transmitted by telecopy, telex or other electronic transmission that produces written evidence of its delivery, to the party for which the same is intended, as follows: 6442822.10 22 To the Town: Town of Oro Valley, Arizona 11000 North La Cañada Drive Oro Valley, Arizona 85737-7015 Attn: Town Manager To the Bank or the Trustee: U.S. Bank Trust Company, National Association 1101 West Washington Street PD-AZ-G2AC Tempe, Arizona 85281 Attn: Global Corporate Trust or to such other address as such party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. All notices, approvals, consents, requests and any communications to the Bank or Trustee hereunder must be in writing in English and must be in the form of a document that is signed manually or by way of an electronic signature (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other electronic signature provider acceptable to the Obligation Trustee). Electronic signatures believed by the Bank or Trustee, as applicable, to comply with the ESIGN ACT of 2000 or other applicable law shall be deemed original signatures for all purposes. If the Town chooses to use electronic signatures to sign documents delivered to the Bank or Trustee, the Town agrees to assume all risks arising out of its use of electronic signatures, including without limitation the risk of the Bank or Trustee acting on an unauthorized document and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Bank or Trustee may in any instance and in their sole discretion require that an original document bearing a manual signature be delivered in lieu of, or in addition to, any document signed via electronic signature. Section 9.3 Amendments. This Town Purchase Agreement may only be amended with the express written consent of the Trustee and in accordance with the provisions of the Indenture. Section 9.4 Severability. If any term or provision of this Town Purchase Agreement or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Town Purchase Agreement or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Town Purchase Agreement shall be valid and be enforced to the fullest extent permitted by law. Section 9.5 Counterparts. This Town Purchase Agreement may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all together shall constitute but one and the same Town Purchase Agreement, and it is also understood and agreed that separate counterparts of this Town Purchase Agreement may separately be executed by the Bank and the Town, all with the same full force and effect as though the same counterpart had been executed by both the Bank and the Town. Section 9.6 Net Purchase Agreement. This Town Purchase Agreement shall be deemed and construed to be a “net purchase agreement,” and the payments provided for in Section 3.3 6442822.10 23 hereof shall be an absolute net return to the Bank, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. Section 9.7 Assignment by Town. Neither this Town Purchase Agreement nor any interest of the Town herein may at any time after the date hereof, without the prior written consent of the Trustee, be mortgaged, pledged, assigned or transferred by the Town by voluntary act or by operation of law or otherwise. The Town shall at all times remain liable for the performance of all of the covenants and conditions on its part to be performed, notwithstanding any such action. The Town may lease to others, or may enter into arrangements with others for use of all or a portion of the Project from time to time in the ordinary course of the Town’s operation of the Project provided that such lease or other agreement shall in all respects comply with the Constitution and laws of the State of Arizona and shall not relieve the Town of its responsibility or performance hereunder. Section 9.8 Interested Parties Herein. Nothing in this Town Purchase Agreement, expressed or implied, is intended, or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Town, the Trustee, the Paying Agent, if any, and the registered Owner of the Obligation, any right, remedy or claim under or by reason of this Town Purchase Agreement or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Town Purchase Agreement contained by and on behalf of the Town shall be for the sole and exclusive benefit of the Town, the Trustee and the Holder of the Obligation. Section 9.9 Certain Statutory Notices. (a) Statutory Cancellation. To the extent applicable by provision of law, the Bank acknowledges that this Town Purchase Agreement is subject to cancellation pursuant to A.R.S. § 38-511, the provisions of which are incorporated herein and which provides that the Town may within three years after its execution cancel any contract (including this Town Purchase Agreement) without penalty or further obligation made by the Town if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Town is at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party to the contract with respect to the subject matter of the contract. (b) E-Verify. To the extent applicable under A.R.S. § 41-4401, the Bank shall comply with all federal immigration laws and regulations that relate to its employees and its compliance with the E-verify requirements under A.R.S. § 23-214(A), as amended. The breach by the Bank of the foregoing shall be deemed a material breach of this Town Purchase Agreement and may result in the termination of the services of the Bank by the Town. The Town retains the legal right to randomly inspect the papers and records of the Bank to ensure that the Bank is complying with the above-mentioned warranty. The Bank shall keep such papers and records open for random inspection during normal business hours by the Bank. The Bank shall cooperate with the random inspections by the Town including granting the Town entry rights onto its property to perform such random inspections and waiving its respective rights to keep such papers and records confidential. The Town shall preserve the confidentiality of any information, records or papers the 6442822.10 24 Town views, accesses or otherwise obtains during any and every such random inspection, including, without limitation, such information. (c) Boycott of Israel. To the extent A.R.S. § 35-393 through § 35-393.03 are applicable, the Bank hereby certifies that it is not currently engaged in, and agrees for the duration of this Town Purchase Agreement to not engage in, a “boycott” of goods or services from Israel, as that term is defined in A.R.S. § 35-393. (d) Certification; Forced Labor of Ethnic Uyghurs Ban. To the extent applicable under A.R.S. § 35-394, the Bank hereby certifies it does not currently, and for the duration of this Town Purchase Agreement shall not use: (a) the forced labor of ethnic Uyghurs in the People’s Republic of China, (b) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China and (c) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. The foregoing certification is made to the best knowledge of the Bank without any current independent investigation or without any future independent investigation for the duration of this Town Purchase Agreement. If the Bank becomes aware during the duration of this Town Purchase Agreement that it is not in compliance with such certification, the Bank shall provide the required notice to the Town and resign as Trustee under the Indenture in accordance with the provisions of Article VIII thereof. If the Town determines that the Bank is not in compliance with the foregoing certification and has not taken remedial action, the Town shall terminate the Bank’s role as Trustee under the Indenture pursuant to Article VIII thereof. Section 9.10 Holidays. When any action is provided herein to be done on a day named or within a time period named, and the day or the last day of the period falls on a day other than a Business Day, it may be performed on the next ensuing Business Day with effect as though performed on the appointed day or within the specified period. [Signature Page to Follow] 6442822 [Signature Page to Town Purchase Agreement] IN WITNESS WHEREOF, the Town and the Bank have caused their respective corporate names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION By:______________________________ Printed Name: Keith N. Henselen Title: Vice President TOWN OF ORO VALLEY, ARIZONA, a municipal corporation By ______________________________ Its: Mayor ATTEST: _________________________________ Town Clerk APPROVED AS TO FORM: _________________________________ Andrew McGuire, Special Counsel 6440513.13 OBLIGATION INDENTURE TOWN OF ORO VALLEY, ARIZONA AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of [_________ 1, 2025] [$___________] Town of Oro Valley, Arizona Senior Lien Water Revenue Obligation, Series 2025 6440513.13 (i) TABLE OF CONTENTS HEADING PAGE PARTIES .........................................................................................................................................1 GRANTING CLAUSES ..................................................................................................................1 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION .......2 Section 1.1 Definitions....................................................................................................2 Section 1.2 Interpretation ..............................................................................................10 Section 1.3 Obligation Not a General Obligation of the Town ....................................10 ARTICLE II AUTHORIZATION OF OBLIGATION AND TERMS OF OBLIGATION..........11 Section 2.1 Authorization of Obligation .......................................................................11 Section 2.2 Form, Date and Payment Terms of Obligation ..........................................11 Section 2.3 Mutilated, Destroyed, Lost and Stolen Obligation ....................................12 Section 2.4 Execution of Obligation .............................................................................12 Section 2.5 Registration, Transfer and Exchange of Obligation ..................................13 Section 2.6 Persons Deemed Owners ...........................................................................13 Section 2.7 Non-Presentment of Obligation .................................................................13 ARTICLE III REDEMPTION OF OBLIGATION .......................................................................14 Section 3.1 Prior Redemption .......................................................................................14 Section 3.2 Mandatory Sinking Fund Redemption .......................................................14 ARTICLE IV FORM OF OBLIGATION .....................................................................................15 ARTICLE V REVENUES AND FUNDS .....................................................................................15 Section 5.1 Obligation Proceeds ...................................................................................15 Section 5.2 Establishment and Application of Obligation Fund...................................15 Section 5.3 Establishment and Application of Delivery Costs Fund ............................16 Section 5.4 Establishment and Application of Improvements Fund.............................17 Section 5.5 Excess Proceeds .........................................................................................18 Section 5.6 Investment of Moneys Held by the Trustee ...............................................18 Section 5.7 Liability of Trustee for Investments ..........................................................20 Section 5.8 Investment Income .....................................................................................20 ARTICLE VI CERTAIN COVENANTS ......................................................................................20 Section 6.1 Payment of Principal and Interest ..............................................................20 6440513.13 (ii) Section 6.2 Performance of Covenants .........................................................................20 Section 6.3 Instruments of Further Assurance ..............................................................20 Section 6.4 Rights under Town Purchase Agreement ..................................................20 Section 6.5 Protection of Lien ......................................................................................21 ARTICLE VII DEFAULT AND REMEDIES ..............................................................................21 Section 7.1 Events of Default .......................................................................................21 Section 7.2 Remedies and Enforcement of Remedies ..................................................22 Section 7.3 No Acceleration .........................................................................................22 Section 7.4 Application of Revenues and Other Moneys After Default .......................22 Section 7.5 Remedies Not Exclusive ............................................................................23 Section 7.6 Remedies Vested in Trustee.......................................................................23 Section 7.7 Individual Obligationholder Action Restricted ..........................................23 Section 7.8 Termination of Proceedings .......................................................................24 Section 7.9 Waiver of Event of Default ........................................................................24 Section 7.10 Notice of Default........................................................................................24 Section 7.11 Limitation of the Town’s Liability ............................................................25 Section 7.12 Limitations on Remedies ...........................................................................25 ARTICLE VIII THE TRUSTEE ...................................................................................................25 Section 8.1 Certain Duties and Responsibilities ...........................................................25 Section 8.2 Certain Rights of Trustee ...........................................................................27 Section 8.3 Employment of Experts .............................................................................28 Section 8.4 Enforcement of Performance by Others ....................................................28 Section 8.5 Right to Deal in the Obligation and Take Other Actions...........................28 Section 8.6 Removal and Resignation of the Trustee ...................................................28 Section 8.7 Proof of Claim............................................................................................29 Section 8.8 Trustee’s Fees and Expenses .....................................................................29 Section 8.9 Destruction of Obligation ..........................................................................30 Section 8.10 Reports .......................................................................................................30 Section 8.11 Separate or Co-Trustee ..............................................................................30 Section 8.12 Recitals and Representations .....................................................................32 Section 8.13 Instructions and Directions ........................................................................33 ARTICLE IX SUPPLEMENTS ....................................................................................................33 Section 9.1 Supplements not Requiring Consent of Obligationholder .........................33 Section 9.2 Supplements Requiring Consent of Obligationholder ...............................34 Section 9.3 Execution and Effect of Supplements ........................................................35 Section 9.4 Amendments to Town Purchase Agreement Not Requiring Consent of Obligationholder ........................................................................................36 Section 9.5 Amendments to Town Purchase Agreement Requiring Consent of Obligationholder ........................................................................................36 6440513.13 (iii) ARTICLE X SATISFACTION AND DISCHARGE ....................................................................37 Section 10.1 Discharge ...................................................................................................37 Section 10.2 Providing for Payment of Obligation .........................................................37 Section 10.3 Payment of Obligation After Discharge ....................................................38 ARTICLE XI MISCELLANEOUS ...............................................................................................38 Section 11.1 Evidence of Acts of Obligationholder .......................................................38 Section 11.2 Limitation of Rights ...................................................................................39 Section 11.3 Severability ................................................................................................39 Section 11.4 Holidays .....................................................................................................39 Section 11.5 Governing Law ..........................................................................................39 Section 11.6 Notices .......................................................................................................39 Section 11.7 Counterparts ...............................................................................................40 Section 11.8 Waiver of Personal Liability ......................................................................40 Section 11.9 Binding Effect ............................................................................................40 Section 11.10 Certain Statutory Notices ...........................................................................41 SIGNATURES .......................................................................................................... Signature Page EXHIBIT A FORM OF OBLIGATION EXHIBIT B PAYMENT REQUEST FORM EXHIBIT C REIMBURSEMENT REQUEST FORM EXHIBIT D FORM OF DISBURSEMENT CERTIFICATE FROM THE DELIVERY COSTS FUND 6440513.13 1 OBLIGATION INDENTURE THIS OBLIGATION INDENTURE is made and entered into as of the 1st day of [_________, 2025] (this “Indenture”), by and between TOWN OF ORO VALLEY, ARIZONA, a municipal corporation of the State of Arizona (the “Town”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, authorized to exercise trust power in the State of Arizona (the “Trustee”). WITNESSETH: WHEREAS, the Obligation Trustee, in its separate capacity as seller, and the Town have entered into a Town Purchase Agreement, dated as of ______________ 1, 2025 (the “Town Purchase Agreement”), pursuant to which the Town’s Senior Lien Water Revenue Obligation, Series 2025 (the “Obligation”) is to be executed and delivered to finance costs of capital improvements to the utility system providing water or reclaimed water to the Town, including a portion of the Town’s portion of the Northwest Recharge, Recovery and Delivery System (NWRRDS); and WHEREAS, the Trustee agrees to accept and administer the trusts created hereby. GRANTING CLAUSES NOW, THEREFORE, THIS INDENTURE FURTHER WITNESSETH: That in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the Obligation by the holder thereof, and for the purpose of fixing and declaring the terms and conditions upon which the Obligation is to be executed and delivered, secured and accepted by all Persons (as defined herein) who shall from time to time be or become holders thereof, and in order to secure the payment of the Obligation at any time issued and Outstanding (as defined herein) hereunder and the interest and premium, if any, thereon according to their tenor, purport and effect, and in order to secure the performance and observance of all of the covenants and conditions therein and herein contained, this Indenture has been executed and delivered and a security interest in the following described property is granted and such property is assigned, transferred, pledged, granted and conveyed unto the Trustee and its successors and assigns: A. All rights and interests in, under and pursuant to the Town Purchase Agreement, provided that the assignment made by this clause shall not include (i) any assignment of any obligation under the Town Purchase Agreement (and the Trustee shall have no duties with respect thereto) or (ii) any assignment of any right thereunder to inspect books and records, or to give or receive notices, approvals, consents, requests or other communications or approvals, or any right to limitation of liability, indemnification of liability, or payment or reimbursement of fees, costs or expenses; and B. Amounts on deposit from time to time in the funds and accounts created pursuant hereto subject to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein; and 6440513.13 2 C. Any and all other real or personal property of any kind from time to time hereafter by delivery or by writing of any kind specifically conveyed, pledged, assigned or transferred, as and for additional security hereunder for the Obligation in favor of the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD all said properties pledged, assigned and conveyed by the Town hereunder, including all additional property which by the terms hereof has or may become subject to the encumbrance hereof, unto the Trustee and its successors in trust and its assigns forever, subject, however, to the rights reserved hereunder. IN TRUST NEVERTHELESS, for the benefit and security of the holder from time to time of the Obligation executed and delivered and Outstanding hereunder; and conditioned, however, that if all liabilities, obligations and sums at any time secured hereby shall be well and truly pa id or caused to be paid fully and promptly when due, and all of the covenants, warranties and agreements contained herein shall promptly, faithfully and strictly be kept, performed and observed, then and in such event, this Indenture shall be and become void and of no further force and effect; otherwise, the same shall remain in full force and effect, and upon the trust and subject to the covenants and conditions hereafter set forth. ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1 Definitions. In addition to the parties and to the words and phrases defined in the Recitals hereto, for the purpose hereof unless the context otherwise requires, the following words and phrases shall have the following meanings: “Bond Year” means a twelve-month period beginning July 2 of the calendar year and ending on the next succeeding July 1, except that the first Bond Year shall begin on the date of issue of the Obligation and shall end on July 1, [2025], and the last Bond Year shall end on the date of retirement of the Obligation. “Business Day” means any day other than (i) a Saturday, Sunday or legal holiday, (ii) a day on which banking institutions located in the City of Phoenix, Arizona, the City of New York, New York, or the city in which the designated corporate trust office of the Trustee is located, are required or are authorized by law or executive order to close, or (iii) a day on which the New York Stock Exchange is closed. “Code” means the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder. “Defeasance Obligations” shall mean money and any of the following: 1. U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series “SLGS”). 6440513.13 3 2. Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities. 3. Only the interest component of Resolution Funding Corp. (REFCORP) strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form. 4. Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by S&P. If, however, the issue is only rated by S&P (i.e., there is no Moody’s rating), then the pre-funded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfy this condition. 5. Obligations issued by the following agencies which are backed by the full faith and credit of the U.S.: a. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership b. Farmers Home Administration (FmHA) Certificates of beneficial ownership c. Federal Financing Bank d. General Services Administration Participation Certificates e. U.S. Maritime Administration Guaranteed Title XI financing f. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds 6440513.13 4 “Delivery Costs” means all items of expense directly or indirectly payable by or reimbursable to the Town or the Trustee relating to the execution, sale and delivery of the Town Purchase Agreement, this Indenture, or the Obligation, including but not limited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges of the Trustee, financing discounts, legal fees and charges, insurance fees and charges, financial and other professional consultant fees, costs of rating agencies for credit ratings, fees for execution, transportation and safekeeping of the Obligation, and charges and fees in connection with the foregoing. “Delivery Costs Fund” means the fund by that name established pursuant to Article V hereof and held by the Trustee. “Event of Default” means any one of those events set forth in Section 7.1. “Holder” means the registered owner of the Obligation. “Improvements” means capital improvements to the utility system providing water or reclaimed water to the Town, including a portion of the Town’s portion of the Northwest Recharge, Recovery and Delivery System (NWRRDS). “Improvement Costs” means all fees, expenses and costs related to financing the Improvements incurred by the Trustee or the Town with respect to the transaction to which this Indenture pertains. “Improvements Fund” means the fund of that name created pursuant to Section 5.4 and held by the Trustee. “Indenture” means this Obligation Indenture, and when amended or supplemented, this Obligation Indenture as amended or supplemented. “Interest Account” means the account of the Obligation Fund of that name created pursuant to Section 5.2. “Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency for the type of credit in question, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Town by written notice to the Trustee. “Obligationholder” shall have the same meaning as “Holder.” “Obligation Fund” means the fund of that name created pursuant to Section 5.2. 6440513.13 5 “Obligation Payment Date” means each date on which interest or both principal and interest shall be payable on the Obligation according to its terms so long as the Obligation is Outstanding. “Opinion of Counsel” means a written opinion of an attorney or firm of attorneys acceptable to the Town who (except as otherwise expressly provided herein or in the Town Purchase Agreement) may be counsel for the Town or the Trustee, provided that such attorney or firm of attorneys may not be an employee of the Trustee. “Original Purchaser” means Webster Bank, National Association, as original purchaser of the Obligation. “Outstanding” when used with reference to the Obligation, means, as of any date of determination, the Obligation theretofore executed and delivered except: (i) The Obligation theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; and (ii) The Obligation that is deemed paid and no longer Outstanding as provided herein; and (iii) The Obligation in lieu of which another Obligation has been executed and delivered pursuant to the provisions hereof relating to the Obligation destroyed, stolen or lost, unless evidence satisfactory to the Trustee has been received that any such Obligation is held by a bona fide purchaser; and (iv) For purposes of any consent or other action to be taken hereunder or under the Town Purchase Agreement by the Holder, the Obligation held by or for the account of the Town, or any Person controlling, controlled by, or under common control with, it. “Paying Agent” means the banks or trust companies and their successors designated as the paying agencies or places of payment for the Obligation. The Trustee is designated as Paying Agent for the Obligation. “Payment Request Form” means the form set forth in Exhibit B, which is attached hereto and made a part hereof. “Permitted Investments” mean and include, in addition to the following list of investments, any state-administered pool investment fund in which the Town is statutorily permitted or required to invest: 1. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. 6440513.13 6 2. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): a. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership b. Farmers Home Administration (FmHA) Certificates of beneficial ownership c. Federal Financing Bank d. Federal Housing Administration Debentures (FHA) e. General Services Administration Participation certificates f. Government National Mortgage Association (GNMA or “Ginnie Mae”) GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed passthrough obligations (participation certificates) g. U.S. Maritime Administration Guaranteed Title XI financing h. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds 3. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): a. Federal Home Loan Bank System Senior debt obligations 6440513.13 7 b. Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) Participation Certificates Senior debt obligations c. Federal National Mortgage Association (FNMA or “Fannie Mae”) Mortgage-backed securities and senior debt obligations d. Student Loan Marketing Association (SLMA or “Sallie Mae”) Senior debt obligations e. Resolution Funding Corp. (REFCORP) Obligations f. Farm Credit System Consolidated system-wide bonds and notes 4. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moody’s rated Aaa, Aa1 or Aa2. 5. Certificates of deposit secured at all times by collateral described in (1) and/or (2) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. 6. Certificates of deposit, savings accounts, deposit accounts or money market deposits, including those of the Trustee, that are fully insured by FDIC, including BIF and SAIF. 7. Commercial paper rated “Prime-I” by Moody’s and “A-1+” or better by S&P. 8. Bonds or notes issued by any state or municipality that are rated by Moody’s and S&P in one of the two highest long-term rating categories assigned by such agencies. 9. Federal funds or bankers acceptances with a maximum term of one year of any bank that has an unsecured, uninsured and unguaranteed obligation rating of “Prime-I” or “A3” or better by Moody’s and “A-1+” by S&P. 10. Repurchase agreements that provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities 6440513.13 8 firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. Repurchase agreements (“Repos”) must satisfy the following criteria: a. Repos must be between the municipal entity and a dealer bank or securities firm: (1) Primary dealers on the Federal Reserve reporting dealer list that fall under the jurisdiction of the Securities Investor Protection Corporation (“SIPC”) and that are rated A or better by S&P and Moody’s, or (2) Banks rated “A” or above by S&P and Moody’s. b. The written repo contract must include the following: (1) Securities that are acceptable for transfer are: (a) Direct U.S. governments (b) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC) (2) The term of the repo may be up to 30 days. (3) The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). (4) The trustee has a perfected first priority security interest in the collateral. (5) Collateral is free and clear of third-party liens and in the case of SIPC broker was not acquired pursuant to a repo or reverse repo. (6) Failure to maintain the requisite collateral percentage, after a two-day restoration period, will require the trustee to liquidate collateral. (7) Valuation of Collateral (a) The securities must be valued weekly, marked-to- market at current market price plus accrued interest. 6440513.13 9 (b) The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. c. Legal opinion which must be delivered to the municipal entity: Repo meets guidelines under state law for legal investment of public funds. 11. Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by S&P. If, however, the issue is only rated by S&P (i.e., there is no Moody’s rating), then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfy this condition. “Person” shall include an individual, association, unincorporated organization, corporation, partnership, joint venture, or government or agency or political subdivision thereof. “Principal Account” means the account of the Obligation Fund of that name created pursuant to Section 5.2. “Principal Installment” means, for any particular date, the principal amount of the Obligation that is due on such date. “Record Date” means (i) with respect to any Obligation Payment Date occurring on the first calendar day of any month, the fifteenth day of the calendar month next preceding that Obligation Payment Date (regardless of whether such fifteenth day is a Business Day) or (ii) such other date as may be designated pursuant to Section 2.2(c). “Reimbursement Request Form” means the form set forth in Exhibit C hereof, which is attached hereto and made a part hereof. “S&P” means Standard & Poor’s Financial Services LLC, a limited liability company organized and existing under the laws of the State of New York, its successors and assigns, and, if such company shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency for the type of credit in question, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Town by written notice to the Trustee. 6440513.13 10 “Special Counsel” means a firm of attorneys of national reputation experienced in the field of municipal bonds selected by the Town whose opinions are generally accepted by purchasers of municipal bonds. “State” means the State of Arizona. “Town Representative” means the Chief Financial Officer of the Town or any other person duly authorized by the Town to act on behalf of the Town Manager of the Town under or with respect to this Agreement. “Trustee” means U.S. Bank Trust Company, National Association, in its capacity as trustee hereunder and any successor to its duties hereunder. Section 1.2 Interpretation. (a) Any reference herein to the Town or any officer thereof shall include those succeeding to their functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing their functions. (b) Unless the context otherwise indicates, words importing the singular shall include the plural and vice versa and the use of the neuter, masculine or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender. (c) Any terms not defined herein, but defined in the Town Purchase Agreement shall have the same meaning herein as therein. (d) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. Section 1.3 Obligation Not a General Obligation of the Town. The Obligation shall be payable solely out of the revenues and other security pledged hereby and shall not constitute an indebtedness or general obligation of the Town within the meaning of any State constitutional provision or statutory limitation and shall never constitute or give rise to a pecuniary liability of the Town or be a charge against its general credit or a charge against the general credit or the taxing powers of the State or any political subdivision thereof. 6440513.13 11 ARTICLE II AUTHORIZATION OF OBLIGATION AND TERMS OF OBLIGATION Section 2.1 Authorization of Obligation. The Trustee is hereby authorized and directed, upon receipt of a request in writing from the Town Representative, to prepare, execute and deliver to the Original Purchaser the Obligation in the form of a single, certificated obligation in the original principal amount of [$__________] for the purpose of providing funds for the Improvements. The Obligation shall be designated the “Town of Oro Valley, Arizona, Senior Lien Water Revenue Obligation, Series 2025.” Section 2.2 Form, Date and Payment Terms of Obligation. (a) The Obligation shall: (i) Be dated the date of initial execution and delivery, be executed and delivered in the denomination of the Outstanding principal amount thereof, and bear interest from the most recent Obligation Payment Date to which interest has been paid or for which due provision has been made or, if no interest has been paid, from the date of initial execution and delivery. Said interest shall represent the portion of each installment of the “Purchase Price” to be paid pursuant to the Town Purchase Agreement designated as interest and coming due during the six-month period (or portion thereof) preceding each Obligation Payment Date paid pursuant to Section 5.2(b)(i); provided that the first installment shall be for interest from the date of initial execution and delivery to [July 1, 202_]. The proportionate share of the portion of each installment of the Purchase Price designated as interest with respect to any Obligation shall be computed by multiplying the portion of each installment of the Purchase Price designated as principal with respect to such Obligation by 4.085% (on the basis of a 360-day year of twelve 30-day months). (ii) Mature on July 1 in the year and amount and bear interest at a rate per annum (calculated on the basis of a 360-day year) as follows: YEAR PRINCIPAL AMOUNT ($) INTEREST RATE (%) [2035] [$6,084,550] 4.085% (b) The Obligation shall be executed and delivered in one fully registered, physically certificated Obligation in a manner specified by the Trustee, substantially in the form attached hereto as Exhibit A. (c) Interest with respect to the Obligation shall be payable when due to the Holder in whose name such Obligation is registered at the close of business on the Record Date with respect to each Obligation Payment Date, irrespective of any transfer or exchange of such Obligation subsequent to such Record Date and prior to such Obligation Payment Date, unless the Town shall default in the payment of interest due on such Obligation Payment Date. In the event of any such default, such defaulted interest shall be pay able to the Holder in whose name such 6440513.13 12 Obligation is registered at the close of business on a special Record Date for the payment of such defaulted interest established by notice mailed by the Trustee to the Holder of the Obligation not less than 15 days preceding such special Record Date. Such notice shall be mailed to the Holder in whose name the Obligation is registered at the close of business on the fifth day preceding the date of mailing. If the Trustee registers the transfer of any Obligation subsequent to the mailing of such notice and on or before the special Record Date, any such notice of payment of defaulted interest shall be binding upon the transferee and a copy of the notice of payment of defaulted interest shall be delivered by the Trustee to the transferee along with the Obligation. (d) Principal and interest with respect to the Obligation shall be payable in lawful money of the United States of America which, on the related Obligation Payment Dates, is legal tender for the payment of public and private debts. Principal with respect to the Obligation shall be payable at the designated corporate trust office of the Trustee upon surrender of the Obligation on or after the maturity date. Payment of interest with respect to the Obligation shall be made by check or draft mailed to the registered address of the Person entitled thereto, or upon the written direction of any Holder, the payment of interest with respect to the Obligation may be made by wire transfer of immediately available funds to an account located in a bank within the United States pursuant to wire transfer directions issued by such Holder. (e) Interest shall be calculated based upon an assumption of a 360-day year of twelve 30-day months, with such interest compounded semiannually. Section 2.3 Mutilated, Destroyed, Lost and Stolen Obligation. If (a) the Obligation becomes mutilated and the mutilated Obligation is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of the Obligation, and (b) there is delivered to the Trustee and the Town such security or indemnity as the Trustee may require pursuant to A.R.S. § 47-8405 to hold the Town and the Trustee harmless, then, in the absence of notice to the Trustee that such Obligation has been acquired by a bona fide purchaser and upon the Holder paying the reasonable expenses of the Trustee and of any security or indemnity bond required by the Trustee, the Trustee shall execute and deliver, in exchange for such mutilated Obligation or in lieu of such destroyed, lost or stolen Obligation, a new Obligation of like principal amount, series, date and tenor. If any such mutilated, destroyed, lost or stolen Obligation has become, or will on or before the next Obligation Payment Date become, due and payable, the Trustee may, in its discretion, pay the Obligation when due instead of delivering a new Obligation. Section 2.4 Execution of Obligation. The Obligation shall be executed by and in the name of the Trustee by manual signature of an authorized representative of the Trustee. If any authorized representative of the Trustee whose signature appears on any Obligation ceases to be such authorized representative before the date of initial execution and delivery of the Obligation, such signature shall nevertheless be as effective as if the authorized representative had remained in office through such date. The Obligation may be executed on behalf of the Trustee by such person as at the actual date of the execution of the Obligation shall be the proper officer of the Trustee, although at the nominal date of the Obligation such person shall not have been such officer of the Trustee. 6440513.13 13 Section 2.5 Registration, Transfer and Exchange of Obligation. (a) The Obligation executed and delivered hereunder shall be negotiable, subject to the provisions for registration and transfer thereof contained herein or in the Obligation. (b) So long as the Obligation is Outstanding, the Trustee shall maintain at its offices books for the registration and transfer of Obligation and shall provide for the registration and transfer of the Obligation under such reasonable regulations as the Trustee may prescribe. The Trustee shall act as bond registrar for purposes of exchanging and registering the Obligation in accordance with the provisions hereof. (c) The Obligation shall be transferable only upon the registration books maintained by the Trustee, by the Holder thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Holder or his duly authorized attorney. Upon surrender for transfer of the Obligation, the Trustee shall execute and deliver, in the name of the transferee, a new Obligation for the payment amount then remaining unpaid with respect to the Obligation; provided, however, there shall be only one Outstanding Obligation at any time. The Trustee shall have no duty or obligation to determine whether any transferee meets the requirements for transfer set forth in the Obligation and shall be fully protected in relying on any Certificate of Qualified Investor delivered to it in accordance with the Obligations. (d) The Obligation, upon surrender thereof to the Trustee together with written instructions satisfactory to the Trustee, duly executed by the registered Holder or his attorney duly authorized in writing, may, at the option of the registered Holder thereof, be exchanged for the payment amount then remaining unpaid with respect to the Obligation. (e) The Obligation surrendered in any exchange or transfer of the Obligation shall forthwith be cancelled by the Trustee. (f) In connection with any such exchange or transfer of the Obligation, the Holder requesting such exchange or transfer shall as a condition precedent to the exercise of the privilege of making such exchange or transfer remit to the Trustee an amount sufficient to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. Section 2.6 Persons Deemed Owners. The Person in whose name the Obligation shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal, interest or any applicable premium on any Obligation shall be made only to or upon the written order of the registered Holder thereof. Such payment shall be valid and effectual to satisfy and discharge the liability upon such Obligation to the extent of the amount so paid. Section 2.7 Non-Presentment of Obligation. In the event the Obligation shall not be presented for payment when the principal thereof and premium, if any, becomes due, either at maturity or otherwise, if moneys sufficient to pay the principal, premium, if any, and interest with respect to such Obligation shall have been deposited hereunder for such payment, all liability of 6440513.13 14 the Town to the Holder thereof for the payment of such Obligation shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such moneys as provided herein, without liability for interest thereon, for the benefit of the Holder of such Obligation, who shall thereafter be restricted exclusively to such moneys, for any claim of whatever nature on his part under this Indenture or on, or with respect to, said Obligation. ARTICLE III REDEMPTION OF OBLIGATION Section 3.1 Right to Redeem. The Obligation is subject to redemption prior to maturity on any Obligation Payment Date occurring on or after July 1, 2028, in whole but not in part, with at least 30 days’ prior written notice to the Holder of the Obligation, upon payment of the redemption amount, which shall consist of the outstanding principal amount of the Obligation plus accrued interest, if any, on the Obligation from the most recent interest payment date to the date of redemption, plus applicable premium as set forth below: Years Percentage of Outstanding Principal Amount July 1, 2028 – June 30, 2029 102% July 1, 2029 – June 30, 2030 101% July 1, 2030 – Maturity 100% Section 3.2 Mandatory Sinking Fund Redemption. The Obligation is subject to mandatory sinking fund redemption at a redemption price equal to 100 percent of the principal amount thereof plus accrued interest to the redemption date from amounts on deposit in the Obligation Fund on the redemption dates and in the principal amounts as follows: Redemption Date (July 1) Principal Amount 20__ $______ 20__* *Maturity Whenever the Obligation subject to mandatory redemption is redeemed or delivered to the Trustee for cancellation, the principal amount of the Obligation of such maturity so retired shall satisfy and be credited against the mandatory redemption requirements for such maturity as designated by the Town. Section 3.3 Events of Default. Upon the occurrence of an Event of Default as defined below, and so long as such Event of Default has not been cured by the Town, at the election of the Holder, the interest on the Obligation shall be computed at a rate per annum, with respect to future debt service payments, equal to 5.0%. For purposes of the Obligation, an Event of Default shall mean: 6440513.13 15 (a) Default in the payment of the principal of the Obligation when the same shall become due and payable, whether at the Maturity Date thereof, on a sinking fund payment date or otherwise; (b) Default in the payment of interest on the Obligation when the same shall become due and payable; or (c) Default shall be made in the observance or performance of any covenant, agreement, contract or other provision in the Obligation (other than as referred to in (a) or (b) above) and such default shall continue for a period of 30 days, provided, with respect to any such failure covered by this subsection (c), no Event of Default shall be deemed to have occurred so long as a course of action reasonably satisfactory to the Holder to remedy such failure has been commenced within such 30-day period and shall thereafter be diligently prosecuted to completion and the default shall be cured thereby. ARTICLE IV FORM OF OBLIGATION The Obligation shall be substantially in the form set forth in Exhibit A, which is attached hereto and made a part hereof, with such omissions, insertions and variations as are consistent with the provisions hereof and are approved by those officers executing the Obligation on behalf of the Town, and execution thereof by such officers shall constitute conclusive evidence of such approval. ARTICLE V REVENUES AND FUNDS Section 5.1 Obligation Proceeds. The proceeds of the sale of the Obligation were deposited directly with the Trustee, and shall be set aside by the Trustee in the following respective funds and accounts to effectuate the financing of the Improvements in the following order of priority: (a) The Trustee shall deposit $[_______] to the Delivery Costs Fund; and (b) The Trustee shall deposit the remainder of the proceeds in the amount of $[___________] to the Improvements Fund for the Improvement Costs. Section 5.2 Establishment and Application of Obligation Fund. (a) Establishment. The Trustee shall establish a special trust fund designated as the “Obligation Fund,” which shall contain the following accounts: (i) the Interest Account and (ii) the Principal Account, which funds and accounts shall be held in trust for the benefit of the Holder. The Trustee shall administer such fund as provided in this Article V. (b) Application. So long as the Obligation is Outstanding, in each Bond Year, payments received by the Trustee shall be applied in the following manner and order of priority: 6440513.13 16 (i) Interest Account. The Trustee shall deposit to the Interest Account on each June 15 and December 15, an amount equal to the amount of the interest to be paid on the Outstanding Obligation on the next Obligation Payment Date. Moneys in the Interest Account shall be used to pay interest with respect to the Obligation as it becomes due. (ii) Principal Account. The Trustee shall deposit to the Principal Account on each June 15, an amount equal to the amount of the principal at maturity with respect to the Obligation Outstanding which will mature on the last day of the applicable Bond Year. Moneys in the Principal Account shall be used to retire the Obligation by payment at its scheduled maturity. Section 5.3 Establishment and Application of Delivery Costs Fund. (a) Establishment. The Trustee shall establish a special trust fund designated as the “Delivery Costs Fund” and shall keep such fund separate and apart from all other funds and moneys held by it, and shall administer such fund as provided in this Article V. (b) Application. (i) The Trustee shall make payments from the Delivery Costs Fund, except payments and withdrawals pursuant to Subsection 5.3(b)(iii), in the amounts, at the times, in the manner and on the other terms and conditions set forth in this subsection. Before any such payment from the Delivery Costs Fund shall be made, there shall be filed with the Trustee a Disbursement Certificate therefor in substantially the form set forth in Exhibit D attached hereto, signed by a Town Representative. Each such Disbursement Certificate shall state, in respect of the payment to be made (1) the name and address of the person, firm or corporation to whom payment is due, (2) the amount of such payment, and (3) the particular item of the cost to be paid and that such payment in the stated amount is a proper charge against the Delivery Costs Fund and that no part of such payment shall be applied to any item which has previously been paid as a Delivery Cost of th e Obligation. The Trustee shall promptly issue its check or transmit a wire transfer to the Town or to the person identified in the Disbursement Certificate in the amount or amounts specified in each such Disbursement Certificate or, if requested pursuant to any such Disbursement Certificate, shall by wire transfer, interbank transfer or other method, as specified in the respective Disbursement Certificate, or arrange to promptly make each payment required by such Disbursement Certificate. The Town shall apply, or cause to be applied, all such moneys received from the Delivery Costs Fund to the payment of the Delivery Costs of the Obligation identified in the Disbursement Certificate relating to such moneys. Each such Disbursement Certificate shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Upon receipt of each such Disbursement Certificate, signed by a Town Representative, the Trustee shall pay the amount set forth therein as directed by the terms thereof. (ii) Upon the earlier of (1) [July 1, 2025] or (2) the receipt by the Trustee of a certificate of a Town Representative requesting the Trustee to close the Delivery Costs Fund, and after payment from the Delivery Costs Fund of all amounts included in 6440513.13 17 Disbursement Certificates submitted by the Town pursuant to this Section, the Trustee shall transfer any moneys remaining in the Delivery Costs Fund to the Obligation Fund or such other fund as directed by a Town Representative. Upon such transfer the Trustee shall close the Delivery Costs Fund. (iii) Notwithstanding any of the other provisions of this Section, to the extent that other moneys are not available therefor, amounts in the Delivery Costs Fund shall be applied to the payment of principal of and interest on the Obligation when due. Section 5.4 Establishment and Application of Improvements Fund. (a) Establishment. The Trustee shall establish a special trust fund designated as the “Improvements Fund” and shall keep such fund separate and apart from all other funds and moneys held by it and shall administer such fund as provided in this Article V. Except as provided in this Section, monies in the Improvements Fund shall be expended only for Improvement Costs. (b) Application. (i) The amount in the Improvements Fund will be applied to the payment of the Improvement Costs, upon receipt of a duly executed Payment Request Form in substantially the form attached hereto as Exhibit B, certified to by the Town Representative. The Trustee shall remit to the payee designated in the Payment Request Form the amount requested to be paid in such Payment Request Form within three Business Days following submission of such Payment Request Form. Notwithstanding the foregoing, the Trustee shall apply moneys on deposit in the Improvements Fund to reimburse the Town for any Improvement Costs incurred or advanced by the Town within three Business Days of receipt of a duly executed Reimbursement Request Form in substantially the form attached hereto as Exhibit C duly certified by the Town Representative. The Trustee shall be entitled to fully rely upon the Payment Request Forms or Reimbursement Request Forms submitted to it in accordance with this Section, and shall have no duty or obligation to make any investigation or inquiry in connection therewith. (ii) Improvement Costs will be paid directly to the payee named in the Payment Request Form unless the Town Representative requests payment to be made to the payee and another party jointly, in which case such cost shall be paid jointly. (iii) If the amount in the Improvements Fund is insufficient to pay the amount due to: (1) a payee as reflected in a duly executed Payment Request Form, the Town shall pay the shortfall the Trustee. (2) the Town as reflected in a duly executed Reimbursement Request Form, the Trustee shall pay the full amount available in the Improvements Fund to the Town and notify the Town of the insufficiency of the Improvements Fund. 6440513.13 18 (iv) Pursuant to the Agreement and subject to the terms and conditions thereof, the Town has irrevocably been appointed by the Trustee as its sole and exclusive agent to act for and on behalf of the Trustee in the financing of the Improvements. (v) Amounts in the Improvements Fund shall be used to pay principal and interest on the Obligation if insufficient funds are otherwise available to make such payments when due. Section 5.5 Excess Proceeds. On the acquisition, construction and installation of the Improvements, but in in no event later than three days after the Town notifies the Trustee that its obligation to fund the Improvement Costs has been satisfied, all remaining moneys not needed to pay Improvement Costs (hereinafter referred to as “Excess Proceeds”) in the Improvements Fund, including the investment earnings on the funds therein, shall be transferred to the Obligation Fund and applied by the Trustee to pay principal of and interest on the Obligation, as applicable, on next succeeding Payment Date. Section 5.6 Investment of Moneys Held by the Trustee. (a) Moneys in all funds and accounts held by the Trustee shall be invested by the Trustee, as soon as possible upon receipt of immediately available funds at its designated corporate trust office, to the fullest amount possible in Permitted Investments as directed, in writing, or by telephonic or other reasonable means confirmed in writing, by the Town; provided that the maturity date or the date on which such Permitted Investments may be redeemed at the option of the Holder thereof shall coincide as nearly as practicable with (but in no event shall be later than) the date or dates on which moneys in the funds or accounts for which the investments were made will be required for the purposes thereof. The Trustee may conclusively rely upon the written investment directions of the Town as to both the suitability and legality of the directed investments, and any such written investment direction shall be deemed to be a certification to the Trustee that such directed investments constitute Permitted Investments and comply with the requirements of the Town Purchase Agreement and any tax certificate of the Town. In the absence of investment directions, the Trustee shall hold funds uninvested in cash. (b) Amounts credited to a fund or account may be invested, together with amounts credited to one or more other funds or accounts, in the same Permitted Investment, provided that (i) each such investment complies in all respects with the provisions of subsection (a) of this Section as they apply to each fund or account for which the joint investment is made and (ii) the Trustee maintains separate records for each fund and account and such investments are accurately reflected therein. (c) The Trustee may make any investment permitted by this Section, through or with its own commercial banking or investment departments unless otherwise directed by the Town Representative. (d) In computing the amount in any fund or account, Permitted Investments purchased as an investment of moneys therein shall be valued as follows: 6440513.13 19 (i) For securities: (A) the closing bid price quoted by Interactive Data Projects, Inc.; or (B) a valuation performed by a nationally recognized and accepted pricing service whose valuation method consists of the composite average of various bid price quotes on the valuation date; or (C) the lower of two dealer bids on the valuation date. The dealers or their parent holding companies must be rated at least investment grade by Moody’s and S&P and must be market makers in the securities being valued. (ii) As to certificates of deposit and bankers’ acceptances: the face amount thereof, plus accrued interest; and (iii) As to any investment not specified above: the value thereof established by prior agreement between the Town and the Trustee. (e) The Trustee shall sell at the best price obtainable, any Permitted Investment purchased by it as an investment whenever it shall be necessary in order to provide moneys to meet any payment or transfer from the fund or account for which such investment was made. (f) The Town shall not direct the Trustee to make any investment at a “yield” in excess of the maximum yield, if any, stated with respect to the source of moneys therefor in any arbitrage or other similar certificate executed and delivered pursuant to Section 148 of the Code or any successor section of the Code, issued by the Town in connection with the issuance of the Obligation except during any “temporary period” stated in any arbitrage or other certificate. The Trustee shall make and keep appropriate records of such investments, yields and temporary periods as required by Section 148 of the Code or any successor section thereof. Notwithstanding the foregoing, investments may be made at a higher “yield” or for a different “temporary period” or both in accordance with written instructions of Special Counsel filed with and addressed to the Trustee. The Trustee shall have no duty to determine or monitor yields on investments or to confirm that any investment direction provided to it complies with any yield limitations contained in this Indenture, the Town Purchase Agreement or any tax certificate executed by the Town, nor shall the Trustee have any duty to monitor or confirm compliance by the Town with Section 148 of the Code. (g) The Town shall not knowingly use or direct or permit the use of any moneys of the Town in its or the Trustee’s possession or control in any manner which would cause any Obligation to be an “arbitrage bond” within the meaning ascribed to such term in Section 148 of the Code, or any successor section of the Code. 6440513.13 20 (h) Although the Town recognizes that it may obtain brokerage confirmations or written statements containing comparable information at no additional cost, it agrees that brokerage confirmations are not required to be issued by the Trustee for each month in which a monthly statement of investments is provided by the Obligated Trustee. No statement needs to be provided, however, for any fund or account for any month in which no investment activity occurred during such month in such fund or account. Section 5.7 Liability of Trustee for Investments. The Trustee shall not be liable for any loss resulting from the making of any investment made in accordance with the provisions hereof. Section 5.8 Investment Income. Except as otherwise provided herein, interest income and gain received, or loss realized, from investments or moneys in any fund or account shall be credited, or charged, as the case may be, to such respective fund or account. Investment income and gain credited to the Interest Account or the Principal Account shall be deposited to such respective account. ARTICLE VI CERTAIN COVENANTS Section 6.1 Payment of Principal and Interest. Subject to the limited liability and sources of payment specified herein, the Town shall promptly cause to be paid amounts due on the Obligation at the place, on the dates and in the manner provided herein and in said Obligation according to the terms thereof. The amounts due on the Obligation are payable solely from moneys held or received by the Trustee hereunder or under the Town Purchase Agreement, all of which are hereby specifically assigned and pledged to such payment in the manner and to the extent specified herein and nothing herein or in the Obligation shall be construed as assigning or pledging any other funds or assets of the Town. Section 6.2 Performance of Covenants. Subject to the limited liability and sources of payment described herein and except to the extent assigned to the Trustee hereunder, the Town shall faithfully perform at all times any and all covenants, undertakings, stipulations and provisions on its part to be performed as provided herein, in each and every Obligation executed, authenticated and delivered hereunder, and in all proceedings of the Town pertaining thereto. Section 6.3 Instruments of Further Assurance. The Town shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such instruments supplemental hereto and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, mortgaging, conveying, pledging, assigning and confirming unto the Trustee the Town’s interest in and all other interests, revenues and receipts pledged hereby to the payment of the principal, premium, if any, and interest with respect to the Obligation in the manner and to the extent contemplated herein. The Town shall be under no obligation to prepare, record or file any such instruments or transfers. Section 6.4 Rights under Town Purchase Agreement. The Trustee in its own name or in the name of the Town upon notice to the Town may enforce all rights of the Town and all obligations of the Town (except with respect to the Town’s rights to indemnity and to 6440513.13 21 reimbursement or payment of expenses and fees and certain other rights that are not assigned hereunder) under the Town Purchase Agreement for and on behalf of the Holder, whether or not the Town is then in default hereunder. Section 6.5 Protection of Lien. The Town shall not make or create or agree to permit to be made or created any assignment or lien on a parity with or having priority or preference over the assignment and lien hereof upon the interests granted hereby or any part thereof except as otherwise specifically provided in the Town Purchase Agreement. No obligation the payment of which is secured by property or revenues pledged hereunder shall be issued by the Town except in lieu of, or upon transfer of registration or exchange of, any Obligation as provided in the Town Purchase Agreement. ARTICLE VII DEFAULT AND REMEDIES Section 7.1 Events of Default. Each of the following is hereby declared an “Event of Default” hereunder: (a) If payment of any installment of interest with respect to any Obligation shall not be made in full when the same becomes due and payable; (b) If payment of the principal with respect to any Obligation shall not be made in full when the same becomes due and payable; (c) If, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of all or any part of the interests pledged hereunder and such custody or control shall continue for more than 60 days; (d) If the Town shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions on its part to be performed as provided herein or in the Obligation and such default shall continue for 30 days after written notice specifying such default and requiring the same to be remedied shall have been given to the Town by the Trustee, unless within such 30 days the Town shall have commenced and be diligently pursuing in good faith appropriate corrective action to the satisfaction of the Trustee; the Trustee may give such notice in its discretion and shall give such notice at the written request of the Holder; or (e) If any “Event of Default” as such term is defined in the Town Purchase Agreement occurs. Section 7.2 Remedies and Enforcement of Remedies. (a) Upon the occurrence and continuance of any Event of Default and in accordance with Article VII hereof and Article VII of the Town Purchase Agreement, the Trustee may, and upon the written request of the Holder, together with indemnification of the Trustee to its satisfaction therefor, shall, proceed forthwith to protect and enforce its rights and the rights of 6440513.13 22 the Obligationholder hereunder and the Obligation by such suits, actions or proceedings as the Trustee, being advised by counsel, shall deem expedient, including but not limited to, an action for the recovery of any amounts due hereunder or for damages for the breach of this Indenture, and the Trustee may pursue any other remedy which the law affords, including the remedy of specific performance. The Trustee shall also have those remedies which the Town is provided pursuant to Article VII of the Town Purchase Agreement, subject to any limitations on such remedies set forth in Article VII. (b) Regardless of the happening of an Event of Default and subject to Section 7.7 hereof, the Trustee, if requested in writing by the Holder shall, upon being indemnified to its satisfaction therefor, institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient (i) to prevent any impairment of the security hereunder by any acts which may be unlawful or in violation hereof, or (ii) to preserve or protect the interests of the Holder, provided that such request is in accordance with law and the provisions hereof. Section 7.3 No Acceleration. In no event shall the Trustee have the right to accelerate or cause to become immediately due and payable or payable in advance of their scheduled maturity dates amounts due hereunder. Section 7.4 Application of Revenues and Other Moneys After Default. During the continuance of an Event of Default, all moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses and advances incurred or made by the Trustee with respect thereto (including without limitation, reasonable attorneys’ fees and costs), be deposited in the Obligation Fund, and all amounts held by the Trustee hereunder shall be applied as follows: First: To the payment to the Persons entitled thereto of all installments of interest (including interest on amounts unpaid when due with respect to the Obligation) then due, and, if the amount available shall not be sufficient to pay in full any installment or installments then due, then to the payment thereof ratably in a manner consistent with the second sentence of Section 5.2(b)(i) hereof, according to the amounts due thereon to the Persons entitled thereto, without any discrimination or preference; and Second: To the payment to the Persons entitled thereto of the unpaid Principal Installments of the Obligation which shall have become due, whether at maturity and if the amounts available shall not be sufficient to pay in full the Obligation due on any date, then to the payment thereof ratably in a manner consistent with the second sentence of Section 5.3(b)(ii) hereof, according to the amounts of Principal Installments to the Persons entitled thereto, without any discrimination or preference. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such moneys, it shall fix the date upon which such application 6440513.13 23 is to be made and upon such date interest on the amounts of principal with respect to the Obligation to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Holder of any unpaid Obligation until such Obligation shall be presented to the Trustee for appropriate endorsement of any partial payment or for cancellation if fully paid. Whenever all principal and interest with respect to the Obligation that has become due has been paid under the provisions of this Section and all expenses and charges of the Trustee have been paid and the Obligation Fund contains the amounts then required to be credited thereto, any balance remaining shall be paid to the Town. Section 7.5 Remedies Not Exclusive. No remedy by the terms hereof conferred upon or reserved to the Trustee or the Obligationholder is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or existing at law or in equity or by statute on or after the date hereof. Section 7.6 Remedies Vested in Trustee. All rights of action (including the right to file proof of claims) hereunder or under the Obligation may be enforced by the Trustee, without the possession of the Obligation or the production thereof in any trial or other proceedings relating thereto. Any such suit or proceeding may be brought without the necessity of joining as plaintiffs or defendants the Holder of the Obligation. Subject to the provisions of Section 7.4, any recovery or judgment shall be for the benefit of the Holder. Section 7.7 Individual Obligationholder Action Restricted. (a) No Holder of the Obligation shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement hereof or for the execution of any trust hereunder or for any remedy hereunder except for the right to institute any suit, action or proceeding in equity or at law for the enforcement of the Trustee’s duties and powers hereunder upon the occurrence of all of the following events: (i) The Holder shall have made written request to the Trustee to proceed to exercise the powers granted herein; and (ii) Such Obligationholder shall have offered the Trustee indemnity as provided in Section 8.2(e) hereof; and (iii) The Trustee shall have failed or refused to exercise the duties or powers herein granted for a period of 60 days after receipt by it of such request and offer of indemnity; and (iv) During such 60-day period no direction inconsistent with such written request has been delivered to the Trustee by the Holder. 6440513.13 24 (b) No Holder of the Obligation shall have any right in any manner whatsoever to affect, disturb or prejudice the security hereof or to enforce any right hereunder except in the manner herein provided. (c) Nothing contained herein shall affect or impair, or be construed to affect or impair, the right of the Holder of any Obligation (i) to receive payment of the principal, premium, if any, or interest with respect to such Obligation, as the case may be, on or after the due date thereof or (ii) to institute suit for the enforcement of any such payment on or after such due date; provided, however, no Holder of any Obligation may institute or prosecute any such suit or enter judgment therein if, and to the extent that, the institution or prosecution of such suit or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the lien hereof on the moneys, funds and properties pledged hereunder for the benefit of the Holder of the Obligation. Section 7.8 Termination of Proceedings. In case any proceeding taken on account of an Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Obligationholder, then the Town, the Trustee and the Obligationholder shall be restored to their former positions and rights hereunder, and all rights and powers of the Trustee and the Obligationholder shall continue as if no such proceeding had been taken. Section 7.9 Waiver of Event of Default. (a) No delay or omission of the Trustee or of the Holder of the Obligation to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein. Every power and remedy given by this Article may be exercised from time to time and as often as may be deemed expedient. (b) The Trustee may waive any Event of Default which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions hereof, or before the completion of the enforcement of any other remedy hereunder. (c) In case of any waiver by the Trustee of an Event of Default hereunder, the Town, the Trustee and the Obligationholder shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon. The Trustee shall not be responsible to anyone for waiving or refraining from waiving any Event of Default in accordance with this Section. 6440513.13 25 Section 7.10 Notice of Default. (a) When (i) the occurrence of an Event of Default under Sections 7.1(a) or (b) hereof which the Trustee is deemed to have notice, or (ii) receipt, in writing or otherwise, by the Trustee of actual knowledge or notice of an Event of Default under Sections 7.l(c), (d) or (e) hereof, the Trustee shall, unless such Event of Default shall have theretofore been cured, give written notice thereof by first class mail to each Holder of an Obligation then Outstanding. (b) The Trustee shall immediately notify the Town of (i) the occurrence of an Event of Default under Sections 7.1(a) or (b) hereof or Section 7.l(a) of the Town Purchase Agreement and (ii) when the Trustee has received actual knowledge or notice, in writing or otherwise, of an Event of Default under Sections 7.1(c), (d) or (e), hereof. Section 7.11 Limitation of the Town’s Liability. (a) Except for the payment of amounts pursuant to the Town Purchase Agreement when due and the performance of the other covenants and agreements of the Town contained in the Town Purchase Agreement and herein, the Town shall have no pecuniary obligation or liability to any of the other parties or to the Holder with respect to this Indenture or the terms, execution, delivery or transfer of the Obligation, or the distribution of applicable portions of the Purchase Price to the Holder by the Trustee. (b) The Town shall not have any obligation or liability to any of the other parties or to the Obligationholder with respect to the performance by the Trustee of any duty imposed upon it under this Indenture; nor shall the Trustee have any obligation or liability to any of the other parties or to the Obligationholder with respect to the performance by the Town of any duty imposed upon them under this Indenture. Section 7.12 Limitations on Remedies. It is the purpose and intention of this Article to provide rights and remedies to the Trustee and Obligationholder which may be lawfully granted, but should any right or remedy herein granted be held to be unlawful, the Trustee and the Obligationholder shall be entitled, as above set forth, to every other right and remedy provided in this Indenture and, to the extent consistent with the provisions of this Indenture, by law. ARTICLE VIII THE TRUSTEE Section 8.1 Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default: (i) The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 6440513.13 26 (ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which are required by any provision hereof or of the Town Purchase Agreement, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture or the Town Purchase Agreement. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct or breach of trust, except that: (i) this subsection (c) shall not be construed to limit the effect of subsection (a) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith and without negligence by a president or vice-president of the board of directors, the president or vice-president of the executive committee of the board of directors, the president, any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers or, with respect to a particular matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith and without negligence in accordance with the direction of the Holder of the Outstanding Obligation as provided herein relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment properly to be done by it as the Trustee, without prior assurance of indemnity, and in such case shall be entitled to reimbursement by the Town for all reasonable costs, expenses, attorneys’ and other fees, and all other reasonable disbursements, including its own fees, and for all liability and 6440513.13 27 damages suffered by the Trustee in connection therewith except for liability and damages finally adjudicated to have been caused by the Trustee’s negligence, willful misconduct or breach of trust. (d) Whether or not therein expressly so provided, every provision of this Indenture or the Town Purchase Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Section 8.2 Certain Rights of Trustee. Except as otherwise provided in Section 8.1 hereof: (a) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) Any request or direction of the Town mentioned herein shall be sufficiently evidenced by a certificate of a Town Representative, and any action of the governing board (or committee of the governing board) of the Town may be sufficiently evidenced by a copy of a resolution certified by the Town Clerk of the Town to have been duly adopted by the governing board (or committee of the governing board) of the Town and to be in full force and effect on the date of such certification and delivered to the Trustee. (c) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate of a Town Representative. (d) The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Obligationholder pursuant to this Indenture, unless such Obligationholder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (g) The Trustee may engage agents and attorneys to assist it in executing any of the trusts or powers hereunder or performing any duties hereunder and shall not be liable for 6440513.13 28 the negligence or misconduct of such agents and attorneys so long as the Trustee exercises due care in the selection thereof. (h) The Trustee shall be under no responsibility to approve or evaluate any expert or other skilled person selected by the Town for any of the purposes expressed in this Indenture or the Town Purchase Agreement. Section 8.3 Employment of Experts. The Trustee is hereby authorized to employ as its agents such attorneys at law, certified public accountants and recognized authorities in their fields (who are not employees of the Trustee), as it reasonably may deem necessary to assist it to carry out any of its obligations hereunder, and shall be reimbursed by the Town for all reasonable expenses and charges in so doing. Section 8.4 Enforcement of Performance by Others. Except as specifically provided herein, it shall not be the duty of the Trustee to see that any duties and obligations imposed herein or in the Town Purchase Agreement upon the Town are performed. Section 8.5 Right to Deal in the Obligation and Take Other Actions. The Trustee may in good faith buy, sell or hold and deal in the Obligation with like effect as if it were not such Trustee and may commence or join in any action which a Holder is entitled to take with like effect as if the Trustee were not the Trustee. It is understood and agreed that the Trustee engages in a general banking business and no provision hereof or of the Town Purchase Agreement is to be construed to limit or restrict the right of the Trustee to engage in such business with the Town, the Town, or any Holder. So engaging in such business shall not, in and of itself, and so long as the Trustee duly performs all of its duties as required hereby and by the Town Purchase Agreement, constitute a breach of trust on the part of the Trustee, but neither shall engaging in such business abrogate, alter or diminish any duty or obligation of the Trustee as Trustee hereunder. Section 8.6 Removal and Resignation of the Trustee. The Trustee may resign at any time from the trusts created hereby by giving written notice of the resignation to the Town and any Paying Agents and by mailing written notice of the resignation to the Owners as their names and addresses appear on the Register at the close of business 15 days prior to the mailing. The resignation shall take effect upon the appointment of a successor Trustee. The Trustee may be removed at any time by an instrument or document or concurrent instruments or documents in writing delivered to the Trustee, with copies thereof mailed to the Town and any Paying Agents and signed on behalf of the Owners of not less than a majority in aggregate principal amount of the Obligation then Outstanding. The Trustee also may be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by an instrument signed by the Owners of not less a majority in aggregate principal amount of the Obligation then Outstanding under this Indenture. Any removal shall not take effect until a successor Trustee shall have been appointed. In the event a successor Trustee has not been appointed and qualified within 60 days of the date notice of resignation or removal is given, the Trustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee to act until such time as a successor is appointed as provided in this Section. 6440513.13 29 In the event of the resignation or removal of the Trustee or in the event the Trustee is dissolved or otherwise becomes incapable to act as the Trustee, the Town shall be entitled to appoint a successor Trustee acceptable to the Town. If the Holder of the Obligation then Outstanding objects to the successor Trustee so appointed by the Town and if such Holder designates another Person qualified to act as the Trustee, the Town shall then appoint as the Trustee the Person so designated by the Holder. Unless otherwise ordered by a court or regulatory body having competent jurisdiction, or unless required by law, any successor Trustee shall be a trust company or bank having the powers of a trust company as to trusts, qualified to do trust business in the State and having an officially reported combined capital, surplus, undivided profits and reserves aggregating at least $75,000,000, if there is such an institution willing, qualified and able to accept the trust upon reasonable or customary terms. Every successor Trustee howsoever appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Town an instrument in writing, accepting such appointment hereunder, and thereupon such successor Trustee, without further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, and such predecessor shall execute and deliver an instrument transferring to such successor Trustee all the rights, power and trusts of such predecessor. The predecessor Trustee shall execute any and all documents necessary or appropriate to convey all interest it may have to the successor Trustee. The predecessor Trustee shall promptly deliver all records relating to the trust or copies thereof and communicate all material information it may have obtained concerning the trust to the successor Trustee. Each successor Trustee, not later than 10 days after its assumption of the duties hereunder, shall mail a notice of such assumption to each Holder of an Obligation. Section 8.7 Proof of Claim. The Trustee shall have the right and power to take actions in the name and place of the Town or Holder to make proof of claim in any proceeding, bankruptcy, reorganization or otherwise where proof of claim may be required. Any amount recovered as a result of any such claim, after payment of all fees (including reasonable attorneys’ fees), costs, expenses and advances incurred by the Trustee or its agents in pursuing such claim, shall be for the benefit of the Holder. Section 8.8 Trustee’s Fees and Expenses. The Trustee shall be entitled to be paid from time to time reasonable compensation for all services rendered by it hereunder; to reimbursement upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and its agents), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith or willful misconduct or breach of trust; and to be indemnified for, from and against any loss, liability or expense arising out of or in connection with the acceptance or administration of this trust or its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection 6440513.13 30 with the exercise or performance of any of its powers or duties hereunder; provided, however, that the Town shall not be liable for any such amounts so payable except to the extent the same can be paid or recovered from funds paid or payable pursuant to the Town Purchase Agreement and assigned to or payable to the Trustee. The Trustee’s right to indemnity shall not extend to claims, suits and actions successfully brought against the Trustee for, or losses, liabilities or expenses incurred as a result of, the Trustee’s own negligence, bad faith, willful misconduct or breach of trust. In the event any action or proceeding is instituted or pending against the Trustee by reason of or in connection with the acceptance or administration of this trust or the Trustee’s duties hereunder, the Town may, at its election, assume the defense of any such action or proceeding with counsel satisfactory to the Trustee. If any such action or proceeding includes any claims alleging the Trustee’s own negligence, bad faith, willful misconduct or breach of trust, the Trustee shall reimburse the Town its expenses (including reasonable attorneys’ fees), if any, of assuming the defense of such action or proceeding if it is determined by a final judgment of a court of competent jurisdiction that the Trustee is not entitled to be indemnified as authorized in this Section. Any settlement of any such action or proceeding shall not, of itself, create a presumption as to the merits of any claims alleging the Trustee’s own negligence, bad faith, willful misconduct or breach of trust. The Trustee’s rights to compensation, reimbursement and indemnity while serving as Trustee hereunder shall survive resignation or removal of the Trustee or discharge of the Indenture. Any provision hereof to the contrary notwithstanding, if the Town fails to make any payment properly due the Trustee for its reasonable fees, costs, expenses and fees of attorneys, certified public accountants, recognized authorities in their field and agents (not employees of the Trustee) incurred in performance of its duties, the Trustee may reimburse itself from any surplus moneys on hand in any fund or account created pursuant hereto. Section 8.9 Destruction of Obligation. Upon payment of or surrender to the Trustee for cancellation of any Obligation, the Trustee shall destroy such Obligation in accordance with its document retention policy. Section 8.10 Reports. The Trustee shall quarterly, or at such other intervals as the Trustee and the Town shall from time to time agree upon (but in no event more frequently than monthly), prepare and submit to the Town reports covering all moneys received and all payments, expenditures and investments made as the Trustee hereunder since the last previous such report. Section 8.11 Separate or Co-Trustee. At any time or times, solely for the purpose of meeting any legal requirements of any jurisdiction other than Arizona, the Town and the Trustee shall have power to appoint, and, upon the request of the Trustee or of the Holder, the Town shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons, approved by the Trustee and, unless an Event of Default has occurred and is continuing, reasonably acceptable to the Town, either to act as co-trustee or co-trustees, jointly with the Trustee of all or any part of the pledged property, or to act as separate trustee or separate trustees of all or any part of the pledged property, and to vest in such Person or Persons, in such capacity, such title to the pledged property or any part thereof, and such rights, powers, duties, trusts or obligations as the Town and the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section. 6440513.13 31 If the Town shall not have joined in such appointment within 30 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Town shall execute, acknowledge and deliver all such instruments as may reasonably be required by any such co-trustee or separate trustee for more fully and certainly vesting in such co-trustee or separate trustee the property, rights, powers and duties intended to be vested in such co-trustee or separate trustee. The Town shall be under no obligation to prepare any such instruments. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (a) The Obligation shall be executed and delivered, and all rights, powers, trusts, duties and obligations hereby conferred upon the Trustee in respect to the custody, control and management of moneys, papers, securities and other personal property shall be exercised, solely by the Trustee. (b) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such co-trustee or co-trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees. (c) Any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee and such co-trustee or separate trustee shall abide by such request. (d) Any co-trustee or separate trustee may, to the extent permitted by law, delegate to the Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise. (e) The Trustee may at any time, by any instrument in writing, with the concurrence of Town, accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co - trustee or separate trustee without the concurrence of the Town. Upon the request of the Trustee, the Town shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. The Town shall be under no obligation to prepare, record or file any such instruments or agreements. 6440513.13 32 (f) No Trustee or any Paying Agent hereunder shall be personally liable by reason of any act or omission of any other trustee or paying agent hereunder, nor will the act or omission of any trustee or paying agent hereunder be imputed to any other trustee or paying agent. (g) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (h) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested jointly with the Trustee (except insofar as local law makes it necessary for any such co-trustee or separate trustee to act alone) with such title to the pledged property or any part thereof, and with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment subject to all the terms hereof. Every such acceptance shall be filed with the Trustee. To the extent permitted by law, any co-trustee or separate trustee may, at any time by an instrument in writing signed by the Trustee and any co-trustee or separate trustee, constitute the Trustee, its or his attorney-in-fact and agent, with full power and authority to do all acts and things and to exercise all discretion on its or his behalf and in its or his name. In case any co-trustee or separate trustee shall dissolve, cease to exist, become incapable of acting, resign or be removed, the title to the pledged property, and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided. Section 8.12 Recitals and Representations. The recitals, statements and representations contained herein, or in any Obligation (excluding any recitals or representations concerning the Trustee) shall not be taken or construed as made by the Trustee, and the Trustee neither assumes nor shall be under any responsibility for the correctness of the same. The Trustee makes no representation as to, and is not responsible for, the validity or sufficiency hereof, of the Obligation, or the validity or sufficiency of insurance to be provided, if any, or, except as herein required, the filing or recording or registering of any document. The Trustee shall be deemed not to have made representations as to the security afforded hereby or hereunder or as to the validity or sufficiency of such document. The Trustee shall not be concerned with or accountable to anyone for the use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Except as to defaults described in Sections 7.l(a) and (b) hereof, of which the Trustee is deemed to have notice, the Trustee shall have no duty of inquiry with respect to any default or Events of Default described herein without actual knowledge of or receipt by a responsible officer of the Trustee of written notice of a default or an Event of Default from the Town or any Holder. 6440513.13 33 Section 8.13 Instructions and Directions. The Trustee shall accept and act upon instructions or directions, including funds transfer instructions, pursuant to this Indenture sent by Electronic Means. As used in this Section, “Electronic Means” means a portable document format (“pdf”) or other replicating image attached to an unsecured e-mail, facsimile transmission, secure electronic transmission (containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee) or other method or system specified by the Trustee as available for use in connection with its services hereunder; provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions (“Authorized Officers”) and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Town elects to give the Trustee instruction or directions by Electronic Means and the Trustee, in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Town agrees that the Trustee cannot determine the identity of the actual sender of such instructions and that the Trustee conclusively presume that instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Town shall be responsible for ensuring that only Authorized Officers transmit such instructions to the Trustee, and the Town and the Authorized Officers are responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and authentication keys provided by the Trustee, if any. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Town agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. ARTICLE IX SUPPLEMENTS Section 9.1 Supplements not Requiring Consent of Obligationholder. The Town acting through the Town Representative and the Trustee may, but without the consent of or notice to the Holder, enter into one or more supplements for one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission herein or to correct or supplement any provision herein which may be inconsistent with any other provision herein, or, to make any other provisions with respect to matters or questions arising hereunder provided such action shall not materially adversely affect the interests of the Holder; (b) To grant or confer upon the Holder any additional rights, remedies, powers or authority that may lawfully be granted or conferred upon them; (c) To secure additional revenues or provide additional security or reserves for payment of the Obligation; 6440513.13 34 (d) To comply with the requirements of any state or federal securities laws or the Trust Indenture Act of 1939, as from time to time amended, if required by law or regulation lawfully issued thereunder; (e) To provide for the appointment of a successor trustee or co-trustee pursuant to the terms of Section 8.6 and Section 8.11, hereof; (f) To permit the Obligation in bearer form if, in the opinion of Special Counsel received by the Town and the Trustee, such action will not cause the interest with respect to the Obligation to become includible in gross income for purposes of federal income taxes; and (g) To preserve the exclusion of the interest with respect to the Obligation from gross income for purposes of federal or State income taxes, and to preserve the power of the Town to continue to issue bonds or incur other obligations (specifically not limited to the Obligation authorized hereby) the interest with respect to which is likewise exempt from federal and State income taxes. Section 9.2 Supplements Requiring Consent of Obligationholder. (a) Other than supplements referred to in Section 9.1 hereof and subject to the terms and provisions and limitations contained in this Article and not otherwise, the Holder of the Obligation then Outstanding shall have the right, from time to time, anything contained herein to the contrary notwithstanding, to consent to and approve the execution by the Town acting through the Town Representative and the Trustee of such supplement as shall be deemed necessary and desirable by the Town and the Trustee for the purpose of modifying, altering, amending, adding to or rescinding, in any particular respect, any of the terms or provisions contained herein; provided, however, nothing in this Section or Section 9.1 hereof shall permit or be construed as permitting a supplement which would: (i) extend the stated maturity of or time for paying interest with respect to any Obligation or reduce the principal amount or rate of interest payable with respect to any Obligation without the consent of the Holder of such Obligation; (ii) prefer or give a priority to any Obligation over any other Obligation without the consent of the Holder of each Obligation then Outstanding not receiving such preference or priority; (iii) reduce the principal amount with respect to the Obligation then Outstanding without the consent of the Holder of the Obligation then Outstanding; or (iv) increase the principal amount with respect to Obligation then Outstanding, without the consent of the Holder of the Obligation then Outstanding. (b) If at any time the Town shall request the Trustee to enter into a Supplement pursuant to this Section, the Trustee shall, upon being satisfactorily and specifically indemnified by the Town with respect to expenses with respect to such Supplement, cause notice of the 6440513.13 35 proposed execution of such Supplement to be mailed by first class mail, postage pre-paid, to the registered Holder of the Obligation then Outstanding at its address as they appear on the registration books herein provided for. The Trustee shall not, however, be subject to any liability to any Obligationholder by reason of its failure to mail, or the failure of such Obligationholder to receive, the notice required by this Section, and any such failure shall not affect the validity of such Supplement when consented to and approved as provided in this Section. Such notice shall be prepared by the Town, briefly set forth the nature of the proposed Supplement and state that copies thereof are on file at the office of the Trustee for inspection by the Obligationholder. (c) If within such period as shall be prescribed by the Town, following the mailing of such notice, the Trustee shall receive an instrument or instruments purporting to be executed by the Holder of the Obligation specified in subsection (a) of this Section 9.2 for the Supplement in question which instrument or instruments shall refer to the proposed Supplement described in such notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof referred to in such notice as on file with the Trustee thereupon, but not otherwise, the Trustee and Town may execute such Supplement in substantially such form, without liability or responsibility to any Holder of any Obligation, whether or not such Holder shall have consented thereto. (d) Any such consent shall be binding upon the Holder of the Obligation giving such consent and upon any subsequent Holder of such Obligation and of any Obligation issued in exchange therefor (whether or not such subsequent Holder thereof has notice thereof), unless such consent is revoked in writing by the Holder of such Obligation giving such consent or by a subsequent Holder thereof by filing with the Trustee, prior to the execution by the Trustee of such Supplement, such revocation. At any time after the Holder shall have filed its consent to the Supplement, the Trustee shall make and file with the Town a written statement to that effect. Such written statement shall be conclusive that such consents have been so filed. (e) If the Holder of the Obligation Outstanding shall have consented to and approved the execution of such Supplement as herein provided, the Holder shall not have any right to enjoin or restrain the Trustee or the Town from executing the same or from taking any action pursuant to the provisions thereof. Section 9.3 Execution and Effect of Supplements. (a) In executing any Supplement permitted by this Article, the Trustee and Town shall be entitled to receive and to rely upon an Opinion of Counsel selected by the Town stating that the execution of such Supplement is authorized or permitted hereby, and an opinion of Special Counsel stating that such Supplement will not adversely affect the exclusion from gross income of the interest on the Obligation for federal tax purposes. The Trustee may, but shall not be obligated to, enter into any such Supplement which affects the Trustee’s own rights, duties or immunities. (b) Upon the execution and delivery of any Supplement in accordance with this Article, the provisions hereof shall be modified in accordance therewith and such Supplement shall 6440513.13 36 form a part hereof for all purposes and every Holder of an Obligation theretofore or thereafter executed and delivered hereunder shall be bound thereby. (c) Any Obligation executed and delivered after the execution and delivery of any Supplement in accordance with this Article may, and if required by the Town or the Trustee shall, bear a notation in form approved by the Town and Trustee as to any matter provided for in such Supplement. If the Town shall so determine, upon advice of Special Counsel, a new Obligation so modified as to conform in the opinion of the Trustee and the Town to any such Supplement may be executed by the Town and authenticated and delivered by the Trustee in exchange for and upon surrender of the Obligation then Outstanding. Section 9.4 Amendments to Town Purchase Agreement Not Requiring Consent of Obligationholder. The Town and the Trustee may, without the consent of or notice to the Holder, consent to and join with the Town in the execution and delivery of any amendment, change or modification of the Town Purchase Agreement as may be required (a) by the provisions thereof; (b) to cure any ambiguity or formal defect or omission therein or to correct or supplement any provision therein which may be inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising thereunder provided such action shall not materially adversely affect the interests of the Holder and (c) to preserve the exclusion of the interest with respect to the Obligation from gross income for purposes of federal or State income taxes, and to preserve the power of the Town to continue to issue bonds or incur other obligations (specifically not limited to the Obligation authorized hereby) the interest with respect to which is likewise exempt from federal and State income taxes in connection with any other change therein which will not materially adversely affect the interests of the Holder or the Trustee. In executing any amendment, change or modification to the Town Purchase Agreement, the Trustee and the Town shall be entitled to receive and rely upon the opinions of counsel described in Section 9.3(a) hereof. Section 9.5 Amendments to Town Purchase Agreement Requiring Consent of Obligationholder. (a) Except for amendments, changes or modification to the Town Purchase Agreement referred to in Section 9.4 hereof, and subject to the terms and provisions and limitations contained in this Article and not otherwise, the Trustee may consent to and join with the Town in the execution and delivery of any amendment, change or modification to the Town Purchase Agreement only upon the consent of the Holder of the Obligation then Outstanding, given as provided in this Section; provided, however, no such amendment, change or modification may affect the obligation of the Town to make payments under the Town Purchase Agreement or reduce the amount of or extend the time for making such payments without the consent of the Holder of the Obligation then Outstanding. (b) If at any time the Town shall request the consent of the Trustee to any such amendment, change or modification to the Town Purchase Agreement, the Trustee shall, upon being satisfactorily indemnified by the Town with respect to expenses, cause notice of the proposed amendment, change or modification to be given in the same manner as provided in Section 9.2 hereof with respect to Supplements hereto. Such notice shall be prepared by the Town, 6440513.13 37 briefly set forth the nature of the proposed amendment, change or modification and state that copies thereof are on file at the office of the Trustee for inspection by the Obligationholder. (c) If the consent to and approval of the execution of such amendment, change or modification is given by the Holder within the time and in the manner provided by Section 9.2 hereof with respect to Supplements hereto, but not otherwise, such amendment, change or modification may be consented to, executed and delivered upon the terms and conditions and with like binding effect upon the Holder as provided in Sections 9.2 and 9.3 hereof with respect to Supplements hereto. ARTICLE X SATISFACTION AND DISCHARGE Section 10.1 Discharge. If payment of all principal, premium, if any, and interest with respect to the Obligation in accordance with their terms and as provided herein is made, or is provided for in accordance with this Article, and if all other sums, if any, payable by the Town hereunder shall be paid, then the liens, estates and security interests granted hereby shall cease. Thereupon, upon the request of the Town, and upon receipt by the Trustee of an Opinion of Counsel addressed to the Town and the Trustee stating that all conditions precedent to the satisfaction and discharge of the lien hereof have been satisfied, the Trustee shall execute and deliver proper instruments acknowledging such satisfaction and discharging the lien hereof and the Trustee shall transfer all property held by it hereunder, other than moneys or obligations held by the Trustee for payment of amounts due or to become due on the Obligation, to the Town or such other Person as may be entitled thereto as their respective interests may appear. Such satisfaction and discharge shall be without prejudice to the rights of the Trustee thereafter to charge and be compensated or reimbursed for services rendered and expenditures incurred in connection herewith. The Town may at any time surrender to the Trustee for cancellation any Obligation previously executed and delivered which the Town may have acquired in any manner whatsoever and such Obligation upon such surrender and cancellation shall be deemed to be paid and retired. Section 10.2 Providing for Payment of Obligation. Payment of all or any part of the Obligation in authorized denominations may be provided for by the deposit with the Trustee or any financial institution meeting the requirements as a successor Trustee under Section 8.6 hereof which may be designated by the Town and acceptable to the Trustee to serve as its agent (the “Depository Trustee”) of moneys or Defeasance Obligations which are not redeemable in advance of their maturity dates. The moneys and the maturing principal and interest income on such Defeasance Obligations, if any, shall be sufficient, as evidenced by a certificate of an independent nationally recognized certified public accountant or firm of such accountants acceptable to the Trustee and the Depository Trustee, to pay when due the principal and interest with respect to such Obligation; provided, however, such certificate shall not be required if the deposit consists solely of moneys to be held by the Depository Trustee or the Trustee without need for any investment thereof. The moneys and Defeasance Obligations shall be held by the Trustee or the Depository Trustee irrevocably in trust for the Holder of such Obligation solely for the purpose of paying the principal and interest with respect to such Obligation as the same shall mature and, if applicable, 6440513.13 38 upon simultaneous direction, expressed to be irrevocable to the Trustee and the Depository Trustee as to the dates upon which any such Obligation is to be redeemed prior to their respective dates. If payment of the Obligation is so provided for, the Trustee or the Depository Trustee shall mail a notice so stating to each Holder of an Obligation so provided for. An Obligation, the payment of which has been provided for in accordance with this Section, shall no longer be deemed Outstanding hereunder or secured hereby. The obligation of the Town in respect of such Obligation shall nevertheless continue, but the Holder thereof shall thereafter be entitled to payment only from the moneys or Defeasance Obligations deposited with the Trustee or the Depository Trustee to provide for the payment of such Obligation. No Obligation may be so provided for if, as a result thereof or of any other action in connection with which the provisions for payment of such Obligation is made, the interest payable on any Obligation is made includible in gross income for purposes of federal income taxes. The Trustee and the Town may rely upon an opinion of Special Counsel (which opinion may be based upon a ruling or rulings of the Internal Revenue Service) to the effect that the provisions of this paragraph will not be breached by so providing for the payment of the Obligation. Section 10.3 Payment of Obligation After Discharge. Notwithstanding the discharge of the lien hereof as in this Article provided, the Trustee shall nevertheless retain such rights, powers and duties hereunder as may be necessary and convenient for the payment of amounts due or to become due on the Obligation and the registration, transfer, exchange and replacement of Obligation as provided herein. Nevertheless, any moneys held by the Trustee or any Paying Agent for the payment of the principal, premium, if any, or interest with respect to any Obligation remaining unclaimed for two years after the same shall become due and payable at maturity by declaration as provided herein, shall then be paid to the Town and the Holder of the Obligation not theretofore presented for payment shall thereafter be entitled to look only to the Town for payment thereof and all liability of the Trustee or any Paying Agent or the Town with respect to such moneys shall thereupon cease. ARTICLE XI MISCELLANEOUS Section 11.1 Evidence of Acts of Obligationholder. Any request, direction, consent or other instrument provided hereby to be signed and executed by the Obligationholder may be in any number of concurrent writings of similar tenor and may be signed or executed by such Obligationholder in person or by agent appointed in writing. Proof of the execution of any such request, direction or other instrument or of the writing appointing any such agent and of the ownership of the Obligation, if made in the following manner, shall be sufficient for any of the purposes hereof and shall be conclusive in favor of the Trustee and Town, with regard to any action taken by them, or either of them, under such request or other instrument, namely: (a) The fact and date of the execution by any Person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take 6440513.13 39 acknowledgments in such jurisdiction, that the Person signing such writing acknowledged before him the execution thereof, or by the affidavit of a witness of such execution; and (b) The ownership of the Obligation shall be proved by the register of such Obligation. Nothing in this Section shall be construed as limiting the Trustee to the proof herein specified, it being intended that the Trustee may accept any other evidence of the matters herein stated which it may deem sufficient. Any action taken or suffered by the Trustee pursuant to any provision hereof, upon the request or with the assent of any Person who at the time is the Holder of the Obligation, shall be conclusive and binding upon all future Holders of the same Obligation. Section 11.2 Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Obligation is intended or shall be construed to give to any Person other than the parties hereto, the Town and the Holder of the Obligation any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions herein contained. Section 11.3 Severability. If any one or more sections, clauses, sentences or parts hereof shall for any reason be questioned in any court of competent jurisdiction and shall be adjudged unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remaining provisions hereof, or the Obligation executed and delivered pursuant hereto, but shall be confined to the specific sections, clauses, sentences and parts so adjudged. Section 11.4 Holidays. When the date on which principal, premium or interest with respect to any Obligation is due and payable is not a Business Day, payment may be made on the Obligation presented at such place of payment on the next Business Day with effect as though payment were made on the due date, and, if such payment is made, no additional interest shall accrue from and after such due date. When any other action is provided herein to be done on a day named or within a time period named, and the day or the last day of the period falls on a day other than a Business Day, it may be performed on the next ensuing Business Day with effect as though performed on the appointed day or within the specified period. Section 11.5 Governing Law. This Indenture and the Obligation are contracts made under the laws of the State and shall be governed and construed in accordance with such laws. Section 11.6 Notices. (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices, consents or other communications required or permitted hereunder shall be deemed sufficiently given or served if given in writing, mailed by first class mail, postage prepaid and addressed as follows: 6440513.13 40 (i) If to the Trustee, addressed to it at 1101 West Washington Street, PD-AZ-G2AC, Tempe, Arizona 85281, Attention: Global Corporate Trust; (ii) If to the registered Holder of an Obligation, addressed to such Holder at the address shown on the registration books kept pursuant hereto; (iii) If to the Town, addressed to it at 11000 North La Cañada Drive, Oro Valley, Arizona 85737-7015, Attention: Town Manager; (iv) If to Moody’s, addressed to it at [99 Church Street, New York, New York 10007, Attention: Municipal Department - Structured Finance Group]; and (v) If to S&P, addressed to it at [25 Broadway, New York, New York 10004]. (b) The parties listed above may from time to time by notice in writing to the others designate a different address or addresses for notices hereunder. All notices, approvals, consents, requests and any communications to the Trustee hereunder must be in writing in English and must be in the form of a document that is signed manually or by way of an electronic signature (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other electronic signature provider acceptable to the Trustee). Electronic signatures believed by the Trustee to comply with the ESIGN ACT of 2000 or other applicable law shall be deemed original signatures for all purposes. If the Town chooses to use electronic signatures to sign documents delivered to the Trustee, the Town agrees to assume all risks arising out of its use of electronic signatures, including without limitation the risk of the Trustee acting on an unauthorized document and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Trustee may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered in lieu of, or in addition to, any document signed via electronic signature. Section 11.7 Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which together shall constitute one instrument. Section 11.8 Waiver of Personal Liability. No director, officer, agent, financial advisor, counsel or employee of the Town shall be individually or personally liable for the payment of the principal or interest with respect to the Obligation; but nothing herein contained shall relieve any such director, officer, agent, financial advisor, counsel or employee from the performance of any official duty provided by law. Section 11.9 Binding Effect. This instrument shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns subject to the limitations contained herein. Except as provided herein, the trust under this Indenture shall not be assigned to any other person, corporation, partnership or trustee unless the Trustee is required by law to divest, or does divest, itself of its trust department or unless the Trustee shall sell or assign substantially all of its corporate trust business in which event the trust hereunder shall be continued by the Trustee’s successor in interest. 6440513.13 41 Section 11.10 Certain Statutory Notices. (a) To the extent A.R.S. § 35-393 through § 35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of this Indenture to not engage in, a “boycott” of goods or services from Israel, as that term is defined in A.R.S. § 35-393. (b) A.R.S. § 38-511 provides that the Town may, within three years after its execution, cancel any contract, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Town is, at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. In addition, the Town 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 Town from any other party to the contract arising as a result of the contract. The Town hereby certifies that it is not presently aware of any violation of such Section that would adversely affect the enforceability of this Indenture and covenants that it shall take no action which would result in a violation of such Section. (c) To the extent applicable under A.R.S. § 41-4401, the Trustee and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under A.R.S. § 23-214(A). The Trustee or its subcontractors’ breach of the above-mentioned warranty shall be deemed a material breach of this Indenture and may result in the termination of the Trustee’s services by the Town. The Town retains the legal right to randomly inspect the papers and records of the Trustee or its subcontractor employees who work on this Indenture to ensure that the Trustee and its subcontractors are complying with the above-mentioned warranty. The Trustee and its subcontractors warrant to keep the papers and records open for random inspection during normal business hours by the Town. The Trustee and its subcontractors shall cooperate with the Town’s random inspections including granting the Town entry rights onto its property to perform the random inspections. The Town shall preserve the confidentiality of any information, records or papers the Town needs, accesses or otherwise obtains during any and every such random inspection, including, without limitation, such information. (d) To the extent applicable under A.R.S. § 35-394, the Trustee hereby certifies it does not currently, and for the duration of this Indenture shall not use: (a) the forced labor of ethnic Uyghurs in the People’s Republic of China, (b) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China and (c) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. The foregoing certification is made to the best knowledge of the Trustee without any current independent investigation or without any future independent investigation for the duration of this Indenture. If the Trustee becomes aware during the duration of this Indenture that it is not in compliance with such certification, the Trustee shall provide the required notice to the Town and resign as Trustee hereunder in accordance with the provisions of Article VIII. If the Town determines that the Trustee is not in compliance with the 6440513.13 42 foregoing certification and has not taken remedial action, the Town shall terminate the Trustee’s role as Trustee hereunder pursuant to Article VIII. [Signature Page to Follow] 6440513 IN WITNESS WHEREOF, the Town has caused these presents to be signed in its name and on its behalf by its duly authorized officer and to evidence its acceptance of the trusts hereby created the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized officer, all as of the day and year first above written. TOWN OF ORO VALLEY, ARIZONA By____________________________________ Mayor ATTEST: ___________________________________ Town Clerk U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By____________________________________ Keith N. Henselen Vice President APPROVED AS TO FORM: GUST ROSENFELD P.L.C. By___________________________________ Andrew McGuire, Special Counsel [Signature Page to Obligation Indenture] 6440513.13 A-1 EXHIBIT A FORM OF OBLIGATION Registered Number: R-__ Denomination: $_________ RESTRICTIONS ON TRANSFER. THIS OBLIGATION MAY BE TRANSFERRED ONLY IN WHOLE AND ONLY TO A “QUALIFIED INSTITUTIONAL BUYER,” AS SUCH TERM IS DEFINED IN RULE 144A OF THE SECURITIES ACT OF 1933, AS AMENDED, OR AN ACCREDITED INVESTOR (EXCLUDING NATURAL PERSONS) AS DEFINED IN RULE 501(A)(1), (2), (3), OR (7) OF THE SECURITIES ACT OF 1933, AS AMENDED, WHO EXECUTES THE ATTACHED CERTIFICATE OF QUALIFIED INVESTOR. TOWN OF ORO VALLEY, ARIZONA SENIOR LIEN WATER REVENUE OBLIGATION, SERIES 2025 (BANK QUALIFIED) Interest Rate Maturity Date Dated Date _[4.085]% ___[July 1, 2035]__ __________, 2025 Registered Owner: ____________________ Principal Amount: ___________________ DOLLARS The registered owner identified above, or registered assigns, as the registered owner of this Senior Lien Water Revenue Obligation, Series 2025 (this “Obligation”), is the owner of an undivided proportionate interest in the right to receive certain installments of the “Purchase Price” pursuant to that certain Town Purchase Agreement, dated as of [_______ 1, 2025] (the “Purchase Agreement”), by and between U.S. Bank Trust Company, National Association, a national banking association authorized to exercise trust powers in the State of Arizona, in its separate capacity as seller (the “Seller”), and the Town of Oro Valley, a municipal corporation of the State of Arizona, as purchaser (the “Town”), which installments and certain other rights and interests under the Purchase Agreement have been assigned to U.S. Bank Trust Company, National Association, in its separate capacity as trustee (together with any successor thereto, the “Trustee”), pursuant to that certain Obligation Indenture, dated as of [_______ 1, 2025] (the “Indenture”), by and between the Town and the Trustee. The Purchase Price is payable only out of the sources pledged for that purpose as hereinafter provided, and not otherwise. The registered owner of this Obligation is entitled to receive, subject to the terms of the Purchase Agreement, on the maturity date set forth above, the principal amount set forth above, representing a portion of the installments of the Purchase Price denominated as principal coming due during the preceding 12 months, and to receive on [January 1, 2026], and semiannually on July 1 and January 1 of each year thereafter until payment in full of said portion of principal, the registered owner’s proportionate share of the installments of the Purchase Price denominated as interest coming due during the six month period (or portion thereof) immediately preceding each of such dates; provided that the first installment shall be for interest from the date of initial 6440513.13 A-2 execution and delivery to [January 1, 2026]. Said proportionate share of the portion of such installments designated as interest is the result of the multiplication of the aforesaid portion of such installments designated as principal by the rate per annum set forth above. The proportionate share of the portion of the installments of the Purchase Price denominated as interest is payable when due to the person in whose name this Obligation is registered at the close of business on the 15th day of the calendar month next preceding such interest payment date, except that interest not duly paid or provided for when due shall be payable to the person in whose name this Obligation is registered at the close of business on a special record date to be fixed for the payment of defaulted interest. Such defaulted interest shall be payable to the person in whose name such Obligation is registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed to the holder of the Obligation not less than 15 days preceding such special record date. Such notice shall be mailed to the holder in whose name this Obligation is registered at the close of business on the fifth day preceding the date of mailing. If the Trustee registers the transfer of the Obligation subsequent to the mailing of such notice and on or before the special record date, any such notice of payment of defaulted interest shall be binding upon the transferee and a copy of the notice of payment of defaulted interest shall be delivered by the Trustee to the transferee along with the Obligation. (Any payment due hereon which shall not be paid when due shall bear interest at the rate of interest, compounded semiannually, set forth above from the date such payment is due until the payment is made.) Principal and interest with respect to this Obligation are payable in lawful money of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts. Payments of interest will be made by check mailed by the Trustee as paying agent to the registered address of the person entitled thereto; provided, however, that the Indenture provides that upon certain circumstances the payments of interest with respect to this Obligation may, at the direction of the person in whose name this Obligation is registered, be made by wire transfer of immediately available funds. The proportionate share of the portion of the installments of the Purchase Price denominated as principal, when due, shall be paid upon surrender of this Obligation at the designated corporate trust office of the Trustee. The payments to be made by the Town pursuant to the Purchase Agreement are to be in an amount sufficient to make the payments due on the Obligation, and payments by the Town under the Purchase Agreement are payable solely from amounts received pursuant to the Purchase Agreement. The payments are to be made solely from a senior lien pledge of water revenues received by the Town. Under the restrictions set out in the Purchase Agreement, additional parity and/or junior obligations have been and may be incurred by the Town payable from such water revenues. Counterparts or copies of the Indenture and the other documents referred to herein are on file at the designated office of the Trustee, and reference is hereby made thereto and to the documents referred to therein for the provisions thereof, including the provisions with respect to the rights, obligations, duties and immunities of the Trustee, the Town, and the registered owner of the Obligation under such documents, to all of which the registered owner hereof, by acceptance of this Obligation, assents. 6440513.13 A-3 The Obligation is subject to redemption prior to maturity on any Obligation Payment Date occurring on or after July 1, 2028, in whole but not in part, with at least 30 days’ prior written notice to the Holder of the Obligation, upon payment of the redemption amount, which shall consist of the outstanding principal amount of the Obligation plus accrued interest, if any, on the Obligation from the most recent interest payment date to the date of redemption, plus applicable premium as set forth below: Years Percentage of Outstanding Principal Amount July 1, 2028 – June 30, 2029 102% July 1, 2029 – June 30, 2030 101% July 1, 2030 – Maturity 100% This Obligation is subject to mandatory sinking fund redemption at a redemption price equal to 100 percent of the principal amount so to be redeemed plus accrued interest to the redemption date, in accordance with the following schedule: Redemption Date (July 1) Principal Amount 20__ $______ 20__* *Maturity Whenever this Obligation subject to mandatory redemption is redeemed or delivered to the Trustee for cancellation, the principal amount of this Obligation of such maturity so retired shall satisfy and be credited against the mandatory redemption requirements for such maturity as designated by the Town. Upon the occurrence of an Event of Default as defined in the Indenture, and so long as such Event of Default has not been cured by the Town, at the election of the Holder, the interest on this Obligation shall be computed at a rate per annum, with respect to future debt service payments, equal to 5.0%. For purposes of this Obligation, an Event of Default shall mean: (a) Default in the payment of the principal of this Obligation when the same shall become due and payable, whether at the Maturity Date thereof, on a sinking fund payment date or otherwise; (b) Default in the payment of interest on this Obligation when the same shall become due and payable; or (c) Default shall be made in the observance or performance of any covenant, agreement, contract or other provision in this Obligation (other than as referred to in (a) or (b) above) and such default shall continue for a period of 30 days, provided, with respect to any such 6440513.13 A-4 failure covered by this subsection (c), no Event of Default shall be deemed to have occurred so long as a course of action reasonably satisfactory to the Holder to remedy such failure has been commenced within such 30-day period and shall thereafter be diligently prosecuted to completion and the default shall be cured thereby. This Obligation is a limited, special revenue obligation, payable solely from the sources (particularly the Purchase Agreement) and in the manner provided for in the Indenture and shall not constitute a debt of the Town, the State of Arizona or any political subdivision thereof within the meaning of any provision of the Constitution or laws of the State and shall not constitute or give rise to a pecuniary liability of the Town (beyond the amounts received from the Town under the Purchase Agreement), the State or any other political subdivision thereof or a charge against the general credit or taxing powers of any of them. The registered owner of this obligation shall have no right to enforce the provisions of the Indenture or to institute an action to enforce the covenants thereof, or to take any action with respect to a default hereof, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. The Indenture and other documents referred to therein may be modified or amended to the extent permitted by and as provided therein. Certain amendments, modifications or changes which would affect the rights of registered owner of Obligation may be made only with the consent of a majority of the registered owners of the Obligation then outstanding under the Indenture, as provided in the Indenture. Any such consent by the registered owner of this Obligation shall be conclusive and binding upon such registered owner and all subsequent registered owners. However, as to certain other amendments which will not materially adversely affect the interests of the registered owners, no consent of any holder of this Obligation shall be required. This Obligation is issuable only in fully registered form. Subject to the limitations provided for in the Indenture, this Obligation may be exchanged for a like aggregate principal amount payable at maturity of an Obligation of the same maturity in authorized denominations. This Obligation may be transferred only in whole and only to a “qualified investor,” which means a “qualified institutional buyer” as such term is defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act)” or an “accredited investor” (excluding natural persons) as defined in Rule 501(a)(1), (2), (3), or (7) of the Securities Act, who executes a Certificate of Qualified Investor in the form attached hereto as Schedule 1, and who agrees to comply with all applicable federal and state securities laws. This Obligation may be transferred on the registration books upon delivery hereof to the registrar, which on the original issue date is the Trustee, accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory to the registrar, duly executed by the registered owner of this Obligation, or his or her attorney-in- fact or legal representative, containing written instructions as to the details of the transfer. No transfer of this Obligation shall be effective until entered on such registration books. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture in connection with any exchange or transfer. 6440513.13 A-5 The Trustee and any paying agent may treat the registered owner of this Obligation as the absolute owner for the purpose of receiving payment as herein provided and for all other purposes and none of them shall be affected by any notice to the contrary. As used herein, the term “holder” means the person who at the time of nonpayment of an Obligation is entitled under the terms of such Obligation to payment thereof. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the delivery of this obligation have existed, have happened and have been performed in due form, time and manner as required by law. IN TESTIMONY WHEREOF, this Obligation has been executed and delivered by the Trustee, acting pursuant to the Indenture. Date: ____________ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By________________________________ Authorized Representative 6440513.13 A-6 ------------------------------------------------------------------------------------- FORM OF ASSIGNMENT The following abbreviations, when used in the inscription on the face of this Obligation, 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 survivorship under Uniform Gifts/Transfers to Minors Act_____________ 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 hereby sells, assigns and transfers unto ______________________________________________________________________________ (Name and Address of Transferee) the within obligations and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________, attorney to transfer the within obligation on the books kept for registration thereof, with full power of substitution in the premises. Dated __________________ __________________________________________ Note: The signature(s) on this assignment must correspond with the name(s) as written on the face of the within registered obligation in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: ___________________________________________ Firm or Bank ___________________________________________ Authorized Signature The signature(s) should be guaranteed by an eligible guarantor institution pursuant to SEC Rule 17Ad-15 6440513.13 A-7 SCHEDULE I Certificate of Qualified Investor TOWN OF ORO VALLEY, ARIZONA U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Re: Town of Oro Valley, Arizona, Senior Lien Water Revenue Obligation, Series 2025 Ladies and Gentlemen: The undersigned (the “Purchaser”) hereby acknowledges that it is purchasing this [$_________] aggregate principal amount Town of Oro Valley, Arizona, Senior Lien Water Revenue Obligation, Series 2025 (the “Obligation”), authorized to be executed and delivered pursuant to a Resolution (the “Resolution”) adopted by the Mayor and Council of the Town of Oro Valley, Arizona (the “Issuer”) on [March 19, 2025]. The Obligation will be executed and delivered pursuant to the Obligation Indenture, dated as of [_________ 1, 2025] (the “Indenture”), by and between the Issuer and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution and the Indenture. The Purchaser acknowledges that the proceeds of the Obligation will be used to finance capital improvements to the utility system providing water or reclaimed water to the Town, including a portion of the Town’s portion of the Northwest Recharge, Recovery and Delivery System (NWRRDS) in and for the Issuer. The Obligation shall be payable from the sources described in the Indenture. In connection with the sale of the Obligation to the Purchaser, the Purchaser hereby makes the following representations upon which you may rely: 1. The Purchaser is (a) a “qualified institutional buyer” as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act)” or (b) an “accredited investor” (excluding natural persons) as defined in Rule 501(a)(1), (2), (3), or (7) of the Securities Act. 2. The Purchaser is not purchasing the Obligation for more than one account or with a view to distributing the Obligation. The Obligation are being acquired by the Purchaser at the price of par for its own loan account and not with a present view toward resale or distribution; provided, however, that the Purchaser intends to sell a 100% participation interest in the Obligation to an affiliate of the Purchaser on the date hereof, at par; and provided, further, that the Purchaser reserves the right to assign, sell, pledge or participate interests in the Purchaser without the consent of the Town, but agrees that any such sale, transfer or distribution by the Purchaser shall satisfy the transfer requirements described in the Indenture. 6440513.13 A-8 3. The Purchaser understands that the Obligation is not, and is not intended to be, registered under the Securities Act and that such registration is not legally required as of the date hereof, and further understands that the Obligation (a) is not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating agency or a CUSIP identification number, and (d) will be delivered in a form that may not be readily marketable. 4. The Purchaser acknowledges that it has either been supplied with or been given access to information, including the Placement Materials, which it has requested from the Issuer as a result of the Purchaser having attached significance thereto in making its lending decisions, and the Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals, including its own counsel, concerning the Issuer and the Obligation and the security therefor so that, as a reasonable lender, the Purchaser has been able to make a decision to purchase the Obligation. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective purchase of the Obligation. 5. The Purchaser acknowledges that the obligations of the Issuer with respect to the Obligation are payable solely from the sources described in the Indenture. 6. The Purchaser has made its own inquiry and analysis with respect to the Obligation and the security therefor, and other material factors affecting the security and payment of the Obligation. The Purchaser is aware that there are certain economic and regulatory variables and risks that could adversely affect the security for the Obligation. The Purchaser has reviewed the documents executed in conjunction with the execution and delivery of Obligation, or summaries thereof, including, without limitation, the Resolution. 7. The Purchaser acknowledges and agrees that the Placement Agent and the Issuer take no responsibility for, and make no representation to the Purchaser, or any subsequent purchaser, with regard to, a sale, transfer or other disposition of the Obligation in violation of the provisions of the Indenture, or any securities law or income tax law consequences thereof. The Purchaser also acknowledges that, with respect to the Issuer’s obligations and liabilities, the Purchaser is solely responsible for compliance with the sales restrictions on the Obligation in connection with any subsequent transfer of the Obligation made by the Purchaser. 8. The Purchaser agrees that it is bound by and will abide by the provisions of the Indenture relating to transfer, the restrictions noted on the face of the Obligation and this letter. The Purchaser also covenants to comply with all applicable federal and state securities laws, rules and regulations in connection with any resale or transfer of the Obligation by the Purchaser. 6440513.13 A-9 9. The Purchaser acknowledges that the sale of the Obligation to the Purchaser is made in reliance upon the certifications, representations and warranties herein made to the addressees hereto. 10. The interpretation of the provisions hereof shall be governed and construed in accordance with State of Arizona law without regard to principles of conflicts of laws. 11. All representations of the Purchaser contained in this letter shall survive the execution and delivery of the Obligation to the Purchaser as representations of fact existing as of the date of execution and delivery of this letter. Date: .................., 2025 Very truly yours, By:………………………………………… Printed Name:…………………………….. Title: ……………………………………… 6440513.13 B-1 EXHIBIT B PAYMENT REQUEST FORM Application No. _______________ The Trustee is hereby requested to pay from the Improvements Fund, as defined in the Obligation Indenture, dated as of [__________1, 2025] (the “Indenture”), between the Town of Oro Valley, Arizona (the “Town”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the person or corporation designated below as Payee, the sum set forth below such designation, in payment of the Improvement Costs (as defined in the Indenture) described below. The amount shown below is due and payable under a purchase order or contract with respect to the Improvement Costs described below and has not formed the basis of any prior request for payment. Payee: ____________________________________________________________________ Address: ____________________________________________________________________ Amount: ____________________________________________________________________ Description of Improvement Costs or portion thereof authorized to be paid to the Payee: ______________________________________________________________________________ ______________________________________________________________________________ By execution of this Payment Request Form, the Town requests and approves the payment of the amount stated above to the Payee set forth above. DATED: _______________________. THE TOWN OF ORO VALLEY, ARIZONA By____________________________________ Town Representative Please forward payment to Payee at the following address: _________________________________________ _________________________________________ _________________________________________ 6440513.13 C-1 EXHIBIT C REIMBURSEMENT REQUEST FORM Application No. _______________ The Trustee is hereby requested to pay from the Improvements Fund established by the Obligation Indenture, dated as of [__________ 1, 2025] (the “Trust Agreement”), between the Town of Oro Valley, Arizona (the “Town”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Town, the sum set forth below as reimbursement of (all/a portion) of the Improvement Costs (as defined in the Indenture) described below. The amount shown below was paid by the Town as Improvement Costs and has not formed the basis of any prior request for payment. The Town hereby certifies that the statutorily prescribed period within which laborers’, materialmen’s or mechanics’ lien may be filed has expired (or that an appropriate bond has been filed there against) with respect to the items covered by this Reimbursement Request Form and there are no such liens, other liens or security interests outstanding with respect to the Improvements. Amount: ___________________________________________________________________ Description of Improvement Costs or portion thereof for which reimbursement is hereby requested: ______________________________________________________________________________ ______________________________________________________________________________ __________________________________________________________________________. Dated: ___________________, 20__. By_____________________________ Town Representative Date received: ____________________, 20__. By_____________________________ Town Representative 6440513.13 D-1 EXHIBIT D FORM OF DISBURSEMENT CERTIFICATE FROM THE DELIVERY COSTS FUND RE: Town of Oro Valley, Arizona Senior Lien Water Revenue Obligation, Series 2025 The Town of Oro Valley, Arizona (the “Town”) hereby requests U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), under that certain Obligation Indenture, dated as of [___________ 1, 2025], by and between the Town and the Trustee (the “Indenture”), relating to the above-captioned Obligation to pay to the persons designated below as Payee, the sum set forth below such designation, in payment of the Delivery Costs (as defined in the Indenture) described below. Name of Payee Amount Purpose Total The Town hereby certifies that each item in the amount set forth above is a proper charge against the Delivery Costs Fund and no part of such payment shall be applied to any item which has previously been paid as a Delivery Cost of the Obligation. Dated: _________, 202__. TOWN OF ORO VALLEY, ARIZONA By: _____________________________ Authorized Representative March 7, 2025 Town of Oro Valley 11000 N La Canada Drive Town of Oro Valley, AZ 85737 Project: TOWN OF ORO VALLEY, ARIZONA SENIOR LIEN WATER REVENUE BONDS. SERIES 2025 Webster Bank National Association (“Webster”) is pleased to present this financing proposal (the “Term Sheet”) to the Town of Oro Valley, AZ subject to final credit approval, in connection with the above- referenced project. Working with Webster has several major advantages, including: •Experience and Expertise: Each member of the Webster Public Finance team has significant experience regarding the financing of essential governmental equipment and projects and can help you document your financing in a manner that complies with applicable local laws. •Financial Capability: The Webster Public Finance team is part of Webster Bank, a publicly traded commercial bank, which has the capability of funding tax-exempt and taxable financing on a nationwide basis. Combined, Webster now has over $76 Billion in assets. •Reliability: The Webster Public Finance team prides itself on excellent customer service and the prompt closing of awarded transactions. •Simplified Financing Structure: WB is proposing to finance 100% of Town ’s water revenue bonds and the costs of issuance. We look forward to working with you and your team on this assignment, and please do not hesitate to contact us with any questions, comments or concerns. We are positive that you’ll enjoy working with WNB. Very truly yours, John Riddle John Riddle Managing Director John Riddle Managing Director-West Region Webster National Bank 999 Corporate Drive Suite 100 Ladera Ranch, CA 92694 949.373.0568 | Office 949.370.2907 | Cell Email: jriddle@websterbank.com Website: www.websterbank.com 2 | P a g eWebster Confidential Term Sheet TERM SHEET TYPE OF FINANCING: Water Revenue Bonds, Series 2025 (the “Bond”) to be directly purchased through a private placement by Webster Bank ISSUER/BORROWER: Town of Oro Valley, Arizona (the “Town”) PURCHASER/LENDER: Webster Bank, National Association FINANCIAL ADVISOR: Stifel Nicolaus & Company BOND COUNSEL: Gust Rosenfeld P.L.C. PURCHASER’S COUNSEL: Gilmore & Bell, P.C AMOUNT OF THE BOND: $6,078,000 (amount may change) FINAL MATURITIES: 10 Year: July 1, 2035 15 Year: July 1, 2040 INTEREST RATES: 10 Year: 4.085% (locked until closing) 15 Year: 4.24% (locked until closing) TAX STATUS: Tax Exempt and Bank Qualified RATE COVENANT & ABT: 1.20X ANTICIPATED CLOSING DATE: On or before April 22, 2025 INTEREST RATE LOCK: The Interest Rates quoted above are locked through the Anticipated Closing Date. John Riddle Managing Director-West Region Webster National Bank 999 Corporate Drive Suite 100 Ladera Ranch, CA 92694 949.373.0568 | Office 949.370.2907 | Cell Email: jriddle@websterbank.com Website: www.websterbank.com 3 | P a g eWebster Confidential Term Sheet PRINCIPAL PAYMENT STRUCTURE: INTEREST PAYMENT STRUCTURE: PREPAYMENT/CALL OPTION: Due annually, commencing on 07/01/2026 through final maturity and as further outlined in the Town ’s request for proposal. Due semi-annually commencing on 01/01/2026 through final maturity. Based on a 30/360 calculation. The Borrower shall have the right to pre-pay the Bond in whole, but not in part, on any payment date by paying the Redemption Price, provided that Borrower gives Lender at least thirty (30) days prior written notice of its intent to do so. The Redemption Price, as a percentage of the then-outstanding Bond balance, shall be equal to: 10 Year: 15 Year: FEES OF THE PURCHASER: Lender legal fees not to exceed $7,500. Any costs of issuance incurred by the Town such as financial advisory, placement agent and bond counsel shall be the responsibility of the Town and can be included in the borrowed amount. DOCUMENTATION: This financing is subject to the execution of mutually acceptable documentation to be prepared by Bond Counsel at the Town ’s expense. Documents, including validity and tax opinions, will include those that are normal and customary for a transaction of this type and size. IRS CIRCULAR 230 DISCLOSURE: The Purchaser and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not written or intended to be used, and cannot be used, in connection with the promotion, Year Percentage Closing – 6/30/2028 No Call 07/01/2028 – 6/30/2029 102% 07/01/2029 – 6/30/2030 101% Thereafter 100% Year Percentage Closing – 6/30/2028 No Call 07/01/2028 – 6/30/2029 102% 07/01/2029 – 6/30/2031 101% Thereafter 100% 4 | P a g e Webster Confidential Term Sheet marketing or recommendation by anyone unaffiliated with the Purchaser of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties. ADVISORY DISCLOSURE: The Purchaser is not a registered municipal advisor as defined under the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related rules and regulations. In providing this Term Sheet, the Purchaser is not providing any advice, advisory services, or recommendations with respect to the structure, timing, terms, or similar matters concerning an issuance of municipal securities. This Term Sheet is a commercial, arms-length proposal that does not create a fiduciary duty by the Purchaser to the Town. The Town may engage, separately and at its own cost, an advisor to review this Term Sheet and the proposed transaction on the Town ’s behalf. DIRECT BANK LOAN: The Purchaser intends to classify the financing as a privately placed loan. As such, the financing will feature (but will not be limited to) the following restrictions: • The financing will not be assigned a CUSIP. • Agreed default rate to be 5%. • The financing will not be registered with the DTC; • The financing will feature transfer restrictions such that transfer is restricted to Bank affiliates, or to Qualified Institutional Buyers, each of which is a commercial bank with minimum capital, etc.; • The financing cannot be marketed pursuant to an offering document. CREDIT APPROVAL: This Term Sheet is subject to formal credit approval by the Purchaser and the negotiation of mutually acceptable documentation. PROPOSAL EXPIRATION: Unless accepted by the Town or extended in writing by the Purchaser at its sole discretion, this Term Sheet shall expire on March 20, 2025. Once accepted, this Term Sheet shall expire if the Bond is not issued and purchased by April 22, 2025. 5 | P a g e Webster Confidential Term Sheet Upon receipt of the signed Term Sheet, we will endeavor to provide you with a timely commitment and we will use good faith efforts to negotiate and purchase the Bond based on the terms herein. It is a pleasure to offer this financing proposal to the Town, and we look forward to your favorable response. Respectfully – Webster Bank John Riddle John Riddle Managing Director Agreed to and Accepted by: Town of Oro Valley, Arizona (Name) (Title) (Date) Overview of Private Placement Financing Town of Oro Valley, Arizona Senior Lien Water Project Revenue Obligation, Series 2025 Presented By: Mark Reader, Managing Director, Stifel March 19, 2025 Public Policy Objectives Partially fund Oro Valley’s portion of the partnered Northwest Recharge,Recovery and Delivery System (NWRRDS)project The construction of the NWRRDS will enable the Oro Valley Water Utility to physically recover up to an additional 4,000 acre-feet of Central Arizona Project (CAP)water effectively reducing groundwater pumping to sustainable levels,allowing the aquifer to recover,while still meeting the needs of a growing community Seek proposals from private placement bidders for 10 and 15-year amortizations Total Project Fund:$18,000,000 $6,000,000 privately placed Senior Lien Water Project Revenue Obligation,Series 2025 ►To fund a portion of the Partnered piece of the NWRRDS project $12,000,000 WIFA Clean Water State Revolving Fund Loan (to be considered April 16th) ►To fund a portion of the Independent piece of the NWRRDS project Private Placement Bid Summary 6 private placement bids received (ranging 4.085% – 5.100%) Winning bid at 4.085% 10-year amortization Redemption provision beginning July 1, 2028 – enables early debt repayment All debt service paid from Net Water Utility Revenues Preliminary Sources and Uses of Funds Bond Statistics Par Amount $6,084,550.00 Project Fund $6,000,000.00 Cost of Issuance 84,550.00 Total Sources & Uses $6,084,550.00 TIC 4.08% All-In TIC 4.35% Annual Debt Service $759,014.39 Closing and Funding April 22, 2025 Historical and Budgeted Water Utility Revenues and Expenses (a) 2022 Corrected figure. (b) Revenues do not include expected loan proceeds of $20,000,000 in 2024/25. (c) Expenses do not include capital outlay for projects. Prepared by Stifel, Nicolaus & Company, Incorporated (the Financial Advisor). Source: Town of Oro Valley audited financial statements and Water Rates Analysis Report for 2024/25. Audited Budgeted 2020/ 21 2021/ 22 2022/ 23 2023/ 24 2024/ 25 (b) Revenues: Water revenues 14,679,253$ 14,406,542$ 14,539,682$ 16,252,902$ 18,061,494$ Water impact fees 4,100,556 1,167,086 1,818,383 2,367,405 988,878 Groundwater preservation fees 2,617,452 2,413,719 2,256,987 2,391,910 2,564,213 Other revenues 906,925 1,528,588 916,789 924,314 800,000 Interest income (1,211) (830,161) 426,923 725,801 553,243 Total Revenues 22,302,975$ 18,685,774$ 19,958,764$ 22,662,332$ 22,967,828$ Expenses: Personnel 3,480,942$ 3,233,737$ 3,519,660$ 3,616,586$ 3,995,564$ Operations and maintenance 4,133,238 4,414,647 5,037,212 5,109,857 5,872,836 CAP water costs 3,736,489 4,123,353 4,223,033 5,081,666 5,661,394 Total Expenditures (c)11,350,669$ 11,771,737$ 12,779,905$ 13,808,109$ 15,529,794$ Net Water System revenues 10,952,306$ 6,914,037$ 7,178,859$ 8,854,223$ 7,438,034$ (a) (a) Estimated Debt Service Schedule and Projected Coverage (a) * Preliminary, subject to change. (a)Prepared by Stifel, Nicolaus & Company, Incorporated (the Financial Advisor). (b) Source: Town of Oro Valley, Arizona Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2024. (c) Includes the Town’s outstanding 2014 WIFA Loan and Series 2021A-B Senior Lien Water Project Revenue Refunding Obligations. (d) WIFA Loan assumes closing on May 23, 2025, an 85% interest rate subsidy (AAA 20-year MMD as of 3/4/2025: 3.71% * 85% = 3.15%) and $1,012,500 estimated forgivable principal. (e) Senior Lien Water Project Revenue Obligation, Series 2025 assumes closing on April 22, 2025, an interest rate of 4.085%, and a first interest payment date of January 1, 2026. (f) Coverage is calculated based on Net Revenues for the fiscal year ending June 30, 2024. (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11) Obligations Water Infrastructure Finance Authority of Arizona (WIFA)Senior Lien Water Project Revenue Obligation, Estimated Projected Outstanding (c)Clean Water State Revolving Fund Loan (d)Series 2025 (e)Combined Debt Fiscal Net Estimated Estimated Estimated Debt Service Year Revenues (b)Principal Principal*Interest*Debt Service*Principal*Interest*Debt Service*Service*Coverage (f)* 2023/ 24 8,854,223$ 2024/ 25 1,189,224$ 1,189,224$ 7.45x 2025/ 26 1,191,269 261,440$ 383,267$ 644,707$ 462,820$ 296,193$ 759,013$ 2,594,989 3.41x 2026/ 27 1,185,576 306,270 338,438 644,708 529,370 229,648 759,018 2,589,301 3.42x 2027/ 28 879,581 315,910 328,790 644,700 550,990 208,023 759,013 2,283,294 3.88x 2028/ 29 119,499 325,860 318,839 644,699 573,500 185,515 759,015 1,523,213 5.81x 2029/ 30 - 336,130 308,575 644,705 596,930 162,087 759,017 1,403,722 6.31x 2030/ 31 - 346,720 297,987 644,707 621,310 137,703 759,013 1,403,719 6.31x 2031/ 32 - 357,640 287,065 644,705 646,690 112,322 759,012 1,403,717 6.31x 2032/ 33 - 368,900 275,799 644,699 673,110 85,905 759,015 1,403,714 6.31x 2033/ 34 - 380,530 264,179 644,709 700,610 58,409 759,019 1,403,727 6.31x 2034/ 35 - 392,510 252,192 644,702 729,220 29,789 759,009 1,403,711 6.31x 2035/ 36 - 404,880 239,828 644,708 - - - 644,708 13.73x 2036/ 37 - 417,630 227,074 644,704 - - - 644,704 13.73x 2037/ 38 - 430,780 213,919 644,699 - - - 644,699 13.73x 2038/ 39 - 444,350 200,349 644,699 - - - 644,699 13.73x 2039/ 40 - 458,350 186,352 644,702 - - - 644,702 13.73x 2040/ 41 - 472,790 171,914 644,704 - - - 644,704 13.73x 2041/ 42 - 487,680 157,022 644,702 - - - 644,702 13.73x 2042/ 43 - 503,040 141,660 644,700 - - - 644,700 13.73x 2043/ 44 - 518,890 125,814 644,704 - - - 644,704 13.73x 2045/ 46 - 535,240 109,469 644,709 - - - 644,709 13.73x 4,565,148$ 9,774,550$ 5,112,100$ 12,894,072$ 6,084,550$ 1,505,594$ 7,590,144$ Sale Type Analysis Private Placement Market vs. Public Sale of Bonds Lower costs on smaller transactions Significant demand from bidders with locked in 4.085% fixed rate Obligation is callable on July 1, 2028 / public sale of bonds would likely require no call feature Ability to call bonds provides flexibility to payoff debt if desired No additional cost and staff time to provide ongoing continuing disclosure compliance Public sale of bonds requires additional staff time – subject to market fluctuations Tentative Financing Calendar Date Event February 25th Bids due. March 19th Town Council approves Resolution authorizing the issuance of the Obligation and Reimbursement Resolution. April 22nd Closing. Funds wired to the Trustee. March 2025 S M T W TH F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 April 2025 S M T W TH F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Questions?    Town Council Regular Session 1. Meeting Date:03/19/2025   Chief of Police Annual Performance Review Subject Pursuant to A.R.S. §38-431.03 (A)(1) and (A)(3) Personnel matter – Chief of Police annual performance review Summary Attachments No file(s) attached.    Town Council Regular Session 2. Meeting Date:03/19/2025   Requested by: Town Council Submitted By:Mike Standish, Town Clerk's Office Department:Town Clerk's Office SUBJECT: APPROVAL OF ANY DIRECTION TO THE TOWN ATTORNEY AND/OR NECESSARY STAFF AS DISCUSSED IN EXECUTIVE SESSION PERTAINING TO THE ANNUAL PERFORMANCE REVIEW OF THE CHIEF OF POLICE RECOMMENDATION: N/A EXECUTIVE SUMMARY: N/A BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to... Attachments No file(s) attached.