COCHISE COUNTY COMMUNITY COLLEGE … · State of Arizona or any of its political subdivisions, or be payable from any ad valorem taxes. The Bonds shall not directly, indirectly or

OFFICIAL STATEMENT

NEW ISSUE - BOOK-ENTRY-ONLY FORM RATINGS: See “Ratings” herein

In the opinion of Gust Rosenfeld P.L.C., Phoenix, Arizona, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and assuming continuing compliance with certain restrictions, conditions and requirements by the District, as mentioned under “TAX EXEMPTION” herein, interest income on the Bonds is excluded from gross income for federal income tax purposes. Interest income on the Bonds is not an item of tax preference to be included in computing the alternative minimum tax of individuals or corporations; however, such interest income must be taken into account for federal income tax purposes as an adjustment to alternative minimum taxable income for certain corporations, which income is subject to the federal alternative minimum tax. In the opinion of Bond Counsel, interest income on the Bonds is exempt from Arizona income taxes. See “TAX EXEMPTION,” “BOND PREMIUM” and “ORIGINAL ISSUE DISCOUNT” herein.

COCHISE COUNTY COMMUNITY COLLEGE DISTRICT OF COCHISE COUNTY, ARIZONA

$7,310,000 REVENUE BONDS

SERIES 2016A

$14,675,000 REVENUE REFUNDING BONDS

SERIES 2016B

Dated: Date of Initial Delivery Due: July 1, as shown on the inside front cover page

The Revenue Bonds, Series 2016A (the “Series 2016A Bonds”) and the Revenue Refunding Bonds, Series 2016B (the “Series 2016B Bonds,” and together with the Series 2016A Bonds, the “Bonds”) will be issued by the Cochise County Community College District of Cochise County, Arizona (the “District”), for the purpose of providing funds to (i) acquire, construct, equip and improve the 2016A Bond Project (as defined herein), (ii) refund and redeem in advance of maturity the Bonds Being Refunded (as defined herein), (iii) pay the premium for the Bond Insurance, if any, and (iv) pay costs relating to the issuance of the Bonds. See “PLAN OF REFUNDING,” “THE 2016A BOND PROJECT” and “SOURCES AND USES” herein. The Bonds will be issued in book-entry-only form for purchase by purchasers of $5,000 of principal amount maturing on a single maturity date or integral multiples thereof through a book-entry-only system (the “Book-Entry-Only System”) maintained by The Depository Trust Company, New York, New York (“DTC”). No physical delivery of the Bonds will be made to the ultimate purchasers thereof, and all payments of principal of and premium, if any, and interest on the Bonds will be made to such purchasers through DTC as described herein. Interest on the Bonds will be payable semiannually on each January 1 and July 1, commencing July 1, 2016 (each an “Interest Payment Date”). So long as the Book-Entry-Only System is in effect, a single fully-registered Bond for each maturity date, as the case may be, will be registered in the name of Cede & Co., as nominee of DTC, through U.S. Bank National Association, as Bond Registrar and Paying Agent. DTC will be responsible for distributing the principal and interest payments to its direct and indirect participants who will, in turn, be responsible for distribution to the beneficial owners of the Bonds (the “Beneficial Owners”). So long as the Book-Entry-Only System is in effect and Cede & Co. is the registered owner of the Bonds, all references herein to owners of the Bonds (except under the headings “TAX EXEMPTION,” “ORIGINAL ISSUE DISCOUNT” and “BOND PREMIUM”) and provisions for consents by owners of the Bonds will refer to and be solicited from Cede & Co. and not the Beneficial Owners. See Appendix F – “Book-Entry-Only System” hereto.

The Bonds will be subject to redemption prior to their respective maturity dates as described herein. See “THE BONDS – Redemption” herein.

The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a municipal bond insurance policy

to be issued concurrently with the delivery of the Bonds by BUILD AMERICA MUTUAL ASSURANCE COMPANY. The Bonds will be special, limited obligations of the District that will be payable solely from, and secured solely by a lien on, and pledge

of, the “Gross Revenues” of the District as described herein. See “SECURITY AND SOURCE OF PAYMENT” herein.

The Bonds shall under no circumstances constitute a general obligation, or a pledge of the full faith and credit of the District, the State of Arizona or any of its political subdivisions, or be payable from any ad valorem taxes. The Bonds shall not directly, indirectly or contingently obligate the District or the State of Arizona or any of its political subdivisions to levy or pledge any ad valorem taxes therefor or to make any appropriation for the payment thereof, except from Gross Revenues. See “SECURITY AND SOURCE OF PAYMENT” herein.

______________________________________________________________

SEE INSIDE FRONT COVER PAGE FOR MATURITY SCHEDULES ______________________________________________________________

This cover page contains only a brief description of the Bonds and the security therefor. It is not a summary of material information

with respect to the Bonds. Investors should read this Official Statement in its entirety to obtain information essential to making an informed investment decision with respect to the Bonds.

The Bonds will be offered when, as and if issued, subject to the approving opinion of Gust Rosenfeld P.L.C., Phoenix, Arizona, Bond Counsel, as to validity and tax exemption. Certain matters will be passed upon for the Underwriter (as identified below) by its counsel, Kutak Rock LLP, Scottsdale, Arizona. It is expected that the Bonds will be available through the facilities of DTC on or about February 25, 2016.

RBC CAPITAL MARKETS February 3, 2016


MATURITY SCHEDULES

$7,310,000

REVENUE BONDS SERIES 2016A

Maturity (July 1)

Principal Amount

Interest Rate Yield CUSIP(a)

Maturity (July 1)

Principal Amount


2017 $370,000 2.000% 0.600% 191315BM1 2025 $495,000 4.000% 2.250% 191315BV1 2018 375,000 2.000 1.000 191315BN9 2026 515,000 5.000 2.370 191315BW9 2019 385,000 5.000 1.230 191315BP4 2027 540,000 5.000 2.460 191315BX7 2020 405,000 5.000 1.380 191315BQ2 2028 570,000 5.000 2.550 191315BY5 2021 425,000 5.000 1.540 191315BR0 2029 595,000 3.000 3.100 191315BZ2 2022 445,000 5.000 1.740 191315BS8 2030 615,000 3.000 3.190 191315CA6 2023 465,000 3.000 1.950 191315BT6 2031 630,000 5.000 2.770 191315CB4 2024 480,000 3.000 2.100 191315BU3


SERIES 2016B

Maturity (July 1)

Principal Amount


Maturity (July 1)

Principal Amount


2019 $1,165,000 5.000% 1.230% 191315CC2 2024 $1,490,000 5.000% 2.100% 191315CH1 2020 1,230,000 5.000 1.380 191315CD0 2025 1,565,000 5.000 2.250 191315CJ7 2021 1,285,000 5.000 1.540 191315CE8 2026 1,640,000 5.000 2.370 191315CK4 2022 1,350,000 5.000 1.740 191315CF5 2027 1,720,000 5.000 2.460 191315CL2 2023 1,420,000 5.000 1.950 191315CG3 2028 1,810,000 5.000 2.550 191315CM0

(a) CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2016 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the District, the Underwriter or any of their counsel or agents take responsibility for the accuracy of such numbers.

i

COCHISE COUNTY COMMUNITY COLLEGE DISTRICT

GOVERNING BOARD

Mr. Dennis L. Nelson, Chair, Precinct 5

Mr. David DiPeso, Secretary, Precinct 1

Mr. Danny Ortega, Precinct 2

Mr. Tim Quinn, Precinct 4

Mrs. Jane C. Strain, Precinct 3

PRESIDENT

Dr. J.D. Rottweiler

ADMINISTRATION

Dr. Verlyn Fick Vice President for

Instruction/Provost

Mr. Carlos Cartagena Vice President for

Information Technology

Mr. LaMont Schiers Vice President for

Administrative Affairs

Dr. Wendy Davis Vice President for Human Resources

BOND COUNSEL

Gust Rosenfeld P.L.C.

BOND REGISTRAR, PAYING AGENT, TRUSTEE & DEPOSITORY TRUSTEE

U.S. Bank National Association

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This Official Statement, which includes the cover page, the inside cover page and the Appendices hereto, does not constitute an offering of any security other than the original offering of the Bonds identified on the inside cover page hereof. No person has been authorized by the District to give any information or to make any representations other than as contained in this Official Statement, and if given or made, such other information or representation not so authorized should not be relied upon as having been given or authorized by the District.

The sale and issuance of the Bonds has not been registered under the Federal Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, in reliance upon exemptions provided thereunder by Section 3(a)2 and 3(a)12, respectively, for the issuance and sale of municipal securities; nor has the issue been qualified under the Securities Act of Arizona, in reliance upon various exemptions in such act. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

The information contained in this Official Statement has been obtained from the District and other sources believed to be reliable, but the accuracy or completeness of such information is not guaranteed by, and should not be construed as a promise by the District. The presentation of such information, including tables of receipts from taxes and other sources, is intended to show recent historic information and is not intended to indicate future or continuing trends. No representation is made that the past experience, as shown by such financial and other information, will necessarily continue or be repeated in the future. This Official Statement contains, in part, estimates and matters of opinion, whether or not expressly stated to be such, which are not intended as statements or representations of fact or certainty, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. This Official Statement contains projections and forecasts which are “forward looking statements” concerning facts which may or may not occur in the future. All such forward looking statements may not be realized and must be viewed with an abundance of caution. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the District since the date hereof.

In connection with this offering, RBC Capital Markets, LLC (the “Underwriter”) may allow concessions or discounts from the initial public offering prices to dealers and others, and the Underwriter may overallot or engage in transactions intended to stabilize the prices of the Bonds at levels above those which might otherwise prevail in the open market in order to facilitate their distribution. Such stabilization, if commenced, may be discontinued at any time.

The District, Underwriter, Underwriter’s counsel and Bond Counsel (each as defined herein) are not actuaries, nor have any of them performed any actuarial or other analysis of the District’s unfunded liabilities under the Arizona State Retirement System.

The District has undertaken to provide continuing disclosure with respect to the Bonds as required by Rule 15c2-12 of the Securities and Exchange Commission. See “CONTINUING DISCLOSURE” and Appendix D – “Form of Continuing Disclosure Certificate” herein.

Build America Mutual Assurance Company (“BAM”) makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading “BOND INSURANCE” and Appendix G – “Specimen Municipal Bond Insurance Policy.”

A wide variety of other information, including financial information, concerning the District is available from publications and websites of the District and others. Any such information that is inconsistent with the information set forth in this Official Statement should be disregarded. No such information is a part of or incorporated into this Official Statement, except as expressly noted herein. Investors should not rely on information presented on the District website in determining whether to purchase the Bonds.

The information contained in “Appendix F – Book-Entry-Only System” herein has been furnished by The Depository Trust Company and no representation is made by the District or the Underwriter, or any of their counsel or agents, as to the accuracy or completeness of such information.

The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information.

iii

TABLE OF CONTENTS

Page INTRODUCTION .................................................................................................................................................................. 1 THE BONDS ......................................................................................................................................................................... 1 Authorization ................................................................................................................................................................ 1 General Description ...................................................................................................................................................... 1 Redemption .................................................................................................................................................................. 2 SECURITY AND SOURCE OF PAYMENT ........................................................................................................................ 2 Parity Obligations ......................................................................................................................................................... 2 Schedule of Gross Revenues ........................................................................................................................................ 3 Rate Covenant .............................................................................................................................................................. 3 Additional Parity Obligations ....................................................................................................................................... 3 Action on Default ......................................................................................................................................................... 3 Schedule of Estimated Gross Revenues, Debt Service Requirements and Coverage ................................................... 4 PLAN OF REFUNDING ....................................................................................................................................................... 5 MATHEMATICAL VERIFICATION ................................................................................................................................... 5 THE 2016A BOND PROJECT .............................................................................................................................................. 6 SOURCES AND USES ......................................................................................................................................................... 6 BOND INSURANCE ............................................................................................................................................................. 7 Bond Insurance Policy ................................................................................................................................................. 7 Build America Mutual Assurance Company ................................................................................................................ 7 BOND INSURANCE RISK FACTORS ................................................................................................................................ 8 THE DISTRICT ................................................................................................................................................................... 10 History ........................................................................................................................................................................ 10 Organization and Administration ............................................................................................................................... 10 Mission Statement, Education Programs and Degrees ............................................................................................... 11 Accreditation .............................................................................................................................................................. 11 District Facilities ........................................................................................................................................................ 11 Student Enrollment ..................................................................................................................................................... 12 FINANCIAL CONDITION OF THE DISTRICT ................................................................................................................ 13 Introduction ................................................................................................................................................................ 13 Expenditure Limitation .............................................................................................................................................. 13 Financial Reports and Examination of Accounts ....................................................................................................... 13 Statement of Revenues, Expenditures and Changes in Net Assets ............................................................................. 14 Statement of Net Assets ............................................................................................................................................. 15 Debt Limitations ......................................................................................................................................................... 16 Retirement Plan .......................................................................................................................................................... 16 Other Post Employment Benefits (OPEB) ................................................................................................................. 16 LITIGATION ....................................................................................................................................................................... 17 LEGAL MATTERS ............................................................................................................................................................. 17 TAX EXEMPTION .............................................................................................................................................................. 17 BOND PREMIUM ............................................................................................................................................................... 18 ORIGINAL ISSUE DISCOUNT ......................................................................................................................................... 18 FINANCIAL STATEMENTS ............................................................................................................................................. 19 RATINGS ............................................................................................................................................................................ 19 UNDERWRITING ............................................................................................................................................................... 19 CONTINUING DISCLOSURE ........................................................................................................................................... 20 CONCLUDING STATEMENT ........................................................................................................................................... 21 Appendix A - Summary of Provisions of the Bond Resolutions Appendix B - Audited Financial Statements for the Fiscal Year Ended June 30, 2015 Appendix C - Form of Approving Legal Opinions Appendix D - Form of Continuing Disclosure Certificate Appendix E - Cochise County, Arizona, Demographic and Economic Information Appendix F - Book-Entry-Only System Appendix G - Specimen Municipal Bond Insurance Policy

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

1


$7,310,000

REVENUE BONDS SERIES 2016A


SERIES 2016B INTRODUCTION

This Official Statement, which includes the cover page, inside cover page and the appendices hereto,

provides certain information concerning the offering by the Cochise County Community College District of Cochise County, Arizona (the “District”), of it’s $7,310,000 aggregate principal amount of Revenue Bonds, Series 2016A (the “Series 2016A Bonds”) and it’s $14,675,000 aggregate principal amount of Revenue Refunding Bonds, Series 2016B (the “Series 2016B Bonds” and together with the Series 2016A Bonds, the “Bonds”). The Bonds will be special, limited obligations of the District that, together with the Existing Parity Obligations (hereinafter defined) and any other Parity Obligations (hereinafter defined) hereafter issued, will be payable solely from, and secured solely by a lien on, and pledge of, the Gross Revenues (hereinafter defined) of the District made by the District pursuant to Resolutions adopted by the Governing Board of the District (the “Board”) on January12, 2016 (the “Bond Resolutions”). See “SECURITY AND SOURCE OF PAYMENT”.

Brief descriptions of the terms of and security for the Bonds are included in this Official Statement together with a summary of select provisions of the Bond Resolutions. Such descriptions do not purport to be comprehensive or definitive. All references to the Bond Resolutions are qualified in their entirety by reference to such documents, and references herein to the Bonds are qualified in their entirety by reference to the form thereof included in the Bond Resolutions. Terms not otherwise defined herein shall have the meanings assigned to such terms in Appendix A – “Summary of Provisions of the Bond Resolutions – Definitions”.

THE BONDS Authorization

The Bonds will be issued by the District pursuant to Title 15, Chapter 12, Article 5 of the Arizona Revised Statutes and the provisions of the Bond Resolutions. See Appendix A – “Summary of Provisions of the Bond Resolutions.” General Description

The Bonds will be dated the date of their initial delivery, will mature on the dates and in the principal amounts set forth on the inside cover page hereof and will bear interest at the rates set forth on the inside cover page hereof from their dated date, payable January 1 and July 1 of each year, commencing July 1, 2016, during the term of each of the Bonds. Interest will be computed on the basis of a 360 day year comprised of twelve 30-day months. The principal of and interest and premium, if any, on the Bonds will be payable, when due, to Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as the securities depository for the Bonds for purposes of a book-entry-only system. No document of any nature whatsoever need be surrendered as a condition to payment of the principal of, interest and premium, if any, on the Bonds. Purchasers will not receive certificates representing their beneficial interest in the Bonds. Purchases of beneficial ownership interests in the Bonds will be made in book-entry form in the denominations of $5,000 of principal amount due on a single maturity date or any integral multiple thereof. See Appendix F – “Book-Entry-Only System.”

If not the subject of a securities depository agreement to provide for book-entry-only form, the Bonds will be issued in the form of fully registered bonds, without coupons, in the denominations of $5,000 of principal amount or any integral multiples thereof due on a single maturity date. Under such circumstances, interest on the Bonds will be payable by check mailed to the registered owner thereof as shown on the registration books maintained by U.S. Bank National Association, as the initial bond registrar, paying agent and trustee (the “Trustee”) or any successor thereto, at the address appearing therein at the close of business on the 1st day of the calendar month next preceding that interest payment date. If not the subject of a securities depository agreement to provide for book-entry-only

2

form, the principal of the Bonds will be payable at maturity or prior redemption upon presentation and surrender thereof at the designated corporate trust office of the Trustee.

Redemption

The Bonds maturing on or before July 1, 2025, will not be subject to redemption prior to their stated maturity dates. The Bonds maturing on or after July 1, 2026, will be subject to redemption prior to maturity in whole or in part and in any order on any date on or after July 1, 2025 at the option of the District, at the redemption price of the principal amount so called for redemption plus accrued interest to the date fixed for redemption, without premium. The Trustee is required to provide notice of redemption, at least 30 but not more than 60 days prior to the redemption date, to DTC. Such notice may state that if, on the specified redemption date, moneys for redemption of all said Bonds to be redeemed, together with interest to the date of redemption, shall be held by the Trustee, then, from and after said date of redemption, interest with respect to the Bonds will cease to accrue and become payable. If the District does not deposit on or before 12:00 noon, New York Time, on the date set for redemption, the funds necessary to pay the redemption price of the Bonds called for redemption, the optional redemption will be cancelled and the Trustee shall promptly provide notice of cancellation of the redemption to DTC. See Appendix F – “Book-Entry-Only System.”

SECURITY AND SOURCE OF PAYMENT Parity Obligations

The Bonds will be executed and delivered by the District pursuant to the Bond Resolutions and will have a pledge that will be on a parity with the District’s Revenue Bonds, Series 2008, currently outstanding in the aggregate principal amount of $9,860,000 (the “2008 Bonds”) and the District’s Pledged Revenue Obligations, Series 2008 currently outstanding in the aggregate principal amount of $9,160,000 (the “2008 Obligations,” and together with the 2008 Bonds, the “Existing Parity Obligations”). Any obligations issued in the future on a parity therewith (together, with the Existing Parity Obligations, the “Parity Obligations”) will be payable solely from, and secured solely by a lien on, and pledge of, the Gross Revenues.

The term “Gross Revenues,” as defined in the Bond Resolutions and used in this Official Statement, means and includes tuition, fees, rentals and other charges from students, faculty and others using or being served by, or having the right to use, or the right to be served by, the Project (hereinafter defined), and income, revenues and receipts to be received directly or indirectly from the use and operation of the Project. The term “Project,” as defined in the Bond Resolutions and used in this Official Statement, means and includes any classrooms, student or faculty residence halls, dormitories, dining halls, student union buildings, field houses, stadia and other revenue producing facilities of the District located in the District, together with sites therefor, equipment, furnishings, heating, lighting and other service facilities connected therewith now existing or hereinafter constructed or acquired, including, without limitation, bookstore facilities, food service facilities, auditoriums, and parking facilities and shall also include such other facilities as in the future may be permitted pursuant to law.

The obligation of the District to make payments with respect to the Bonds will be limited to the Gross

Revenues and will under no circumstances constitute indebtedness or a general obligation or a pledge of the full faith and credit of the District, the State of Arizona or any of its political subdivisions, or be payable from any ad valorem taxes. The Bonds will not directly, indirectly or contingently obligate the District, the State of Arizona or any political subdivision thereof to levy or to pledge any form of ad valorem taxation or to make any payment, or appropriation for the payment, thereof, except from Gross Revenues. The Bonds will not be secured by any Project, including the 2016A Bond Project, and owners of the Bonds will not have any claim or lien on any Project, including the 2016A Bond Project, or any part thereof.

The enforcement of any remedies provided in the Bond Resolutions could prove both expensive and

time consuming. In addition, the enforcement of the remedies provided under the Bond Resolutions could be subject to limitations on legal remedies against public agencies, provisions of federal bankruptcy laws and other laws or equitable principles that may affect the enforcement of creditors’ rights generally.

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The schedule below provides a breakdown of the Gross Revenues for the most recent five fiscal years.

Schedule of Gross Revenues

TABLE 1

Year Ended June 30

Tuition, Registration & Student Fees(1)

Bookstore Revenues

Food Service Revenues

DormitoryRevenues

Miscellaneous Revenue(2)

Total Gross Revenue

2015 $5,818,553 $122,657 $543,160 $34,803 $495,859 $7,015,032 2014 5,451,854 125,890 517,284 34,815 449,497 6,579,340 2013 4,145,645 139,493 436,794 43,526 744,533 5,509,991 2012 5,895,640 145,643 441,992 45,852 656,049 7,185,176 2011 5,697,196 166,818 530,212 49,646 784,654 7,228,526

Source: District Audited Financial Statements.

(1) Tuition, Registration and Student Fees revenues are shown net of refunds and net of waivers for certain students on scholarships.

(2) Includes investment income, and other miscellaneous revenues. Rate Covenant

The District covenants pursuant to the Bond Resolutions that the tuition, fees, charges, admissions, and rentals chargeable to the occupants, students, faculty and others using or served by, or having the right to use, or having the right to be served by, the Project, will be fixed and revised from time to time and will be collected such that the proceeds thereof will be sufficient at all times to provide moneys sufficient to make all the payments and deposits required in connection with the Parity Obligations. See “Summary of Provisions of the Bond Resolutions – General Covenants” in Appendix A. Additional Parity Obligations

The District agrees pursuant to the Bond Resolutions not to make or create any lien on all or any part of the Gross Revenues having priority or preference over the pledge and lien of the Parity Obligations. The District may, pursuant to the Bond Resolutions, incur additional obligations, payable from and secured by a lien on the Gross Revenues on parity with the then outstanding Parity Obligations if (i) all funds and accounts with respect to the outstanding Parity Obligations are current and (ii) the Gross Revenues received by or on behalf of the District during the fiscal year immediately preceding the proposed issuance of such additional Parity Obligations, as shown by a certificate of the Vice President for Administrative Affairs of the District or other officer acting as chief fiscal officer of the District, are at least equal to 200% of the Maximum Annual Debt Service Requirement for the Parity Obligations then outstanding and the additional Parity Obligations proposed to be issued. See “Summary of Provisions of the Bond Resolutions – Parity Obligations” in Appendix A.

Action on Default Upon the occurrence of an event of default under the Bond Resolutions, the Trustee may, and upon request of the Owners of 25% in aggregate principal amount of the Parity Obligations (after being indemnified to its satisfaction) the Trustee will, exercise all or any of the remedies specified in the Bond Resolutions which include, among others, suit or suits in equity or law for specific performance of the covenants of the District under the Bond Resolutions and appointment of a receiver to take control of the Gross Revenues. The Bond Resolution expressly provides that the Trustee will have no right under any circumstances to accelerate the maturities of the Bonds. See “Summary of Provisions of the Bond Resolutions – Remedy” in Appendix A.

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Schedule of Estimated Gross Revenues, Debt Service Requirements and Coverage

The following table sets forth the estimated annual debt service requirements for the Existing Parity Obligations, the Bonds and the District’s projected debt service coverage (computed as the ratio of Gross Revenues to annual debt service requirements).

TABLE 2

Fiscal Year

Gross Revenues Available for

Debt Service(1) Existing Parity Obligations Debt Service Requirements

Less: Refunded

Debt Service

Plus: The Series 2016A Bonds Plus: The Series 2016B Bonds Estimated

Annual Debt Service

Requirements

Estimated Debt

Service Coverage

Annual Principal

Annual Interest(2)

Annual Principal

Annual Interest(2)

2015 $7,015,032 $2,023,594 $2,023,594 3.47 2016 2,026,394 $393,956 $103,285 $256,813 1,992,535 3.52 2017 2,022,394 787,913 $370,000 295,100 733,750 2,633,331 2.66 2018 2,021,794 787,913 375,000 287,700 733,750 2,630,331 2019 2,022,913 2,022,913 385,000 280,200 $1,165,000 733,750 2,563,950 2020 2,026,608 2,026,608 405,000 260,950 1,230,000 675,500 2,571,450 2021 2,022,878 2,022,878 425,000 240,700 1,285,000 614,000 2,564,700 2022 2,025,553 2,025,553 445,000 219,450 1,350,000 549,750 2,564,200 2023 2,025,528 2,025,528 465,000 197,200 1,420,000 482,250 2,564,450 2024 2,022,413 2,022,413 480,000 183,250 1,490,000 411,250 2,564,500 2025 2,026,694 2,026,694 495,000 168,850 1,565,000 336,750 2,565,600 2026 2,021,619 2,021,619 515,000 149,050 1,640,000 258,500 2,562,550 2027 2,022,444 2,022,444 540,000 123,300 1,720,000 176,500 2,559,800 2028 2,023,656 2,023,656 570,000 96,300 1,810,000 90,500 2,566,800 2029 595,000 67,800 662,800 2030 615,000 49,950 664,950 2031 630,000 31,500 661,500 2032 2033 2034 2035 2036

(1) Gross Revenues shown are for fiscal year 2014-15. See Table 1 for historical information.

(2) The first interest payment date is July 1, 2016. Interest is actual.

5

PLAN OF REFUNDING

A portion of the net proceeds of the Series 2016B Bonds, together with other legally available funds, will be placed in the Depository Trust with the Depository Trustee and will be held uninvested or used to acquire Government Obligations, the maturing principal of and interest income with respect to which are calculated to be sufficient to pay, when due, the principal of and interest to and on the redemption dates of the Bonds Being Refunded, as follows:

Issue Series

Maturity

Date (July 1) Coupon

Principal Amount Outstanding

Bonds Being Refunded

Redemption

Date (July 1)

CUSIP (191315)

Pledged Revenue Obligations, Series 2008 2019 5.500% $1,100,000 $1,100,000 2018 BG4

2020 5.375% 1,160,000 1,160,000 2018 BH2 2021 5.375% 1,220,000 1,220,000 2018 BJ8 2023 4.500% 2,635,000 2,635,000 2018 BL3

Revenue Bonds, Series 2008 2019 4.300% 135,000 135,000 2018 AL4

2020 4.400% 145,000 145,000 2018 AM2 2021 4.500% 150,000 150,000 2018 AN0 2022 4.500% 155,000 155,000 2018 AP5 2023 4.600% 165,000 165,000 2018 AQ3 2024 5.125% 1,575,000 1,575,000 2018 AR1 2025 5.125% 1,660,000 1,660,000 2018 AS9 2026 5.125% 1,740,000 1,740,000 2018 AT7 2027 5.125% 1,830,000 1,830,000 2018 AU4 2028 5.125% 1,925,000 1,925,000 2018 AV2

$15,595,000 $15,595,000

MATHEMATICAL VERIFICATION

Grant Thornton LLP, a firm of independent certified public accountants, will deliver to the District, on or

before the issue date of the Series 2016B Bonds, its verification report indicating, among other things, that it has verified, in accordance with standards for attestation engagements established by the American Institute of Certified Public Accountants, the mathematical accuracy of (a) the sufficiency of the anticipated receipts from the Government Obligations, together with the initial cash deposit, to pay, when due the principal of, interest and applicable premiums, if any, on the Bonds Being Refunded and (b) the yields on the Government Obligations and the Series 2016B Bonds.

The verification performed by Grant Thornton LLP will be solely based upon data, information and

documents provided to Grant Thornton LLP by the District and the Underwriter. Grant Thornton LLP has restricted its procedures to recalculating the computations provided by the District and the Underwriter and has assumed the accuracy of the data, information and documents used in the computations.

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THE 2016A BOND PROJECT

A portion of the proceeds from the sale of the Series 2016A Bonds will be applied to finance a portion of the 2016A Bond Project. The 2016A Bond Project consists of the renovation and remodeling of the recently vacated Sierra Vista Regional Medical Center, which was donated to the District for a new site location in downtown Sierra Vista.

The former hospital will be completely renovated and remodeled into a state of the art instructional facility

that will provide approximately 97,000 square feet space for use by the District students, including as a healthcare education center for future nurses, medical and certified nursing assistants, respiratory therapists, EMTs, and paramedics. When renovated, the facility will also provide space for other District departments, including the culinary arts program, Center for Lifelong Learning, Small Business Development Center, and Center for Economic Development. Finally, the District intends to provide space at the new facility for other community-based organizations and outreach services, such as the Disabled American Veterans, Volunteer Interfaith Caregiver Program and Southeastern Arizona Workforce Connection.

The total cost of the 2016A Bond Project is expected to be $15,300,000. The cost of the 2016A Bond Project

will be paid from $8,000,000 of proceeds of the Series 2016A Bonds, together with a donation of $1,000,000 from the Cochise Collage Foundation, Inc. and a cash contribution from the District of up to $6,300,000.

The District has executed a guaranteed maximum price contract for the construction portion of the 2016A

Bond Project and the renovation of the new downtown facility is underway and currently on schedule. The District’s current plan calls for the renovation to be completed by summer of 2016, in time for the fall semester classes.

SOURCES AND USES OF BONDS

The proceeds to be received from the sale of the Bonds are expected to be used as shown below: Sources: 2016A 2016B

Principal Amount of Bonds $7,310,000.00 $14,675,000.00

[Net] Original Issue Premium/(Discount) 863,267.40 2,896,849.55

Total $8,173,267.40 $17,571,849.55

Uses:

Deposit to Acquisition Fund $8,000,000.00 $ -

Deposit to Depository Trust - 17,252,912.83

Payment of Costs of Issuance (Including Underwriter’s Discount, Policy (as defined herein) Premium and other costs)

173,267.40

318,936.72

Total $8,173,267.40 $17,571,849.55

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BOND INSURANCE

Bond Insurance Policy

Concurrently with the issuance of the Bonds, Build America Mutual Assurance Company (“BAM” or the “Insurer”) will issue its Municipal Bond Insurance Policy for the Bonds (the “Policy”). The Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Policy included as an Appendix G to this Official Statement.

The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law.

Build America Mutual Assurance Company

BAM is a New York domiciled mutual insurance corporation. BAM provides credit enhancement products solely to issuers in the U.S. public finance markets. BAM will only insure obligations of states, political subdivisions, integral parts of states or political subdivisions or entities otherwise eligible for the exclusion of income under section 115 of the U.S. Internal Revenue Code of 1986, as amended. No member of BAM is liable for the obligations of BAM.

The address of the principal executive offices of BAM is: 200 Liberty Street, 27th Floor, New York, New York 10281, its telephone number is: 212-235-2500, and its website is located at: www.buildamerica.com.

BAM is licensed and subject to regulation as a financial guaranty insurance corporation under the laws of the State of New York and in particular Articles 41 and 69 of the New York Insurance Law.

BAM’s financial strength is rated “AA/Stable” by Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”). An explanation of the significance of the rating and current reports may be obtained from S&P at www.standardandpoors.com. The rating of BAM should be evaluated independently. The rating reflects the S&P’s current assessment of the creditworthiness of BAM and its ability to pay claims on its policies of insurance. The above rating is not a recommendation to buy, sell or hold the Bonds, and such rating is subject to revision or withdrawal at any time by S&P, including withdrawal initiated at the request of BAM in its sole discretion. Any downward revision or withdrawal of the above rating may have an adverse effect on the market price of the Bonds. BAM only guarantees scheduled principal and scheduled interest payments payable by the issuer of the Bonds on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the Policy), and BAM does not guarantee the market price or liquidity of the Bonds, nor does it guarantee that the rating on the Bonds will not be revised or withdrawn.

Capitalization of BAM

BAM’s total admitted assets, total liabilities, and total capital and surplus, as of September 30, 2015 and as prepared in accordance with statutory accounting practices prescribed or permitted by the New York State Department of Financial Services were $480.1 million, $41.5 million and $438.6 million, respectively.

BAM is party to a first loss reinsurance treaty that provides first loss protection up to a maximum of 15% of the par amount outstanding for each policy issued by BAM, subject to certain limitations and restrictions.

BAM’s most recent Statutory Annual Statement, which has been filed with the New York State Insurance Department and posted on BAM’s website at www.buildamerica.com, is incorporated herein by reference and may be obtained, without charge, upon request to BAM at its address provided above (Attention: Finance Department). Future financial statements will similarly be made available when published.

BAM makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading “BOND INSURANCE”.

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Additional Information Available from BAM

Credit Insights Videos. For certain BAM-insured issues, BAM produces and posts a brief “Credit Insights” video that provides a discussion of the obligor and some of the key factors BAM’s analysts and credit committee considered when approving the credit for insurance. The Credit Insights videos are easily accessible on BAM's website at buildamerica.com/creditinsights/. (The preceding website address is provided for convenience of reference only. Information available at such address is not incorporated herein by reference.)

Obligor Disclosure Briefs. Prior to the pricing of bonds that BAM has been selected to insure, BAM may prepare a pre-sale “Obligor Disclosure Brief” for those bonds. These pre-sale Obligor Disclosure Briefs provide information about the sector designation (e.g. general obligation, sales tax); a preliminary summary of financial information and key ratios; and demographic and economic data relevant to the obligor, if available. Subsequent to closing, for any offering that includes bonds insured by BAM, any pre-sale Obligor Disclosure Briefs will be updated and superseded by a final Obligor Disclosure Brief to include information about the gross par insured by CUSIP, maturity and coupon. BAM pre-sale and final Obligor Disclosure Briefs are easily accessible on BAM's website at buildamerica.com/obligor/. BAM will produce an Obligor Disclosure Brief for all bonds insured by BAM, whether or not a pre-sale Obligor Disclosure Brief has been prepared for such bonds. (The preceding website address is provided for convenience of reference only. Information available at such address is not incorporated herein by reference.)

Disclaimers. The Obligor Disclosure Briefs and the Credit Insights videos and the information contained therein are not recommendations to purchase, hold or sell securities or to make any investment decisions. Credit-related and other analyses and statements in the Obligor Disclosure Briefs and the Credit Insights videos are statements of opinion as of the date expressed, and BAM assumes no responsibility to update the content of such material. The Obligor Disclosure Briefs and Credit Insight videos are prepared by BAM; they have not been reviewed or approved by the issuer of or the underwriter for the Bonds, and the issuer and underwriter assume no responsibility for their content.

BAM receives compensation (an insurance premium) for the insurance that it is providing with respect to the Bonds. Neither BAM nor any affiliate of BAM has purchased, or committed to purchase, any of the Bonds, whether at the initial offering or otherwise.

BOND INSURANCE RISK FACTORS There are certain risk factors related to any applicable bond insurance policy. In the event of default in the

payment of principal or interest with respect to all or a portion of the Bonds when due, any owner of the Bonds will have a claim under the Policy for such payments.

“BAM” or the “Insurer” may direct, and must consent to, any remedies that are exercised and the Insurer’s

consent may be required in connection with amendments to the Bond Resolutions. In the event “BAM” or the “Insurer” is unable to make payment of principal and interest as such payments

become due under the Policy, the Bonds will be payable solely from the moneys received by the Trustee pursuant to the Bond Resolutions. In the event the Insurer becomes obligated to make payments with respect to the Bonds, no assurance is given that such event will not adversely affect the market price of the Bonds or the marketability (liquidity) of the Bonds.

The long-term ratings on the Bonds are dependent in part on the financial strength of the Insurer and its

claims paying ability. The Insurer’s financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Insurer and of the ratings on the Bonds insured by the Insurer will not be subject to downgrade and such event could adversely affect the market price or the marketability (liquidity) of the Bonds. See “RATINGS” herein.

If insured, the Bonds would be general obligations of the Insurer and in an event of default by the Insurer,

the remedies available may be limited by applicable bankruptcy law or other similar laws related to insolvency.

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None of the District, Bond Counsel, the Underwriter or Underwriter’s counsel will make any independent investigation of the claims paying ability of the Insurer, and no assurance or representation regarding the financial strength or projected financial strength of the Insurer will be given. Thus, when making an investment decision, potential investors should carefully consider the ability of the District to pay principal and interest with respect to the Bonds and the claims paying ability of the Insurer, particularly over the life of the investment.

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THE DISTRICT History The District was organized in 1961. Construction for the Douglas Campus commenced in 1962 and the District admitted its first students in September, 1964. Having also served students in Sierra Vista and at Fort Huachuca since the mid-1960s, the District opened the Sierra Vista Campus in 1978. With a constituency base that encompasses more than 6,200 square miles, the District has extended its reach into some of the more rural parts of Cochise County, Arizona (the “County”). The Willcox Center opened in 1988 for residents in that part of the County and the expansion continued in 2000 with the opening of the Benson Center to better serve the educational needs of residents in Benson, St. David and surrounding communities. Additional Extended learning sites have been developed in various locations throughout the County as needs have dictated.

Organization and Administration

The District is governed by the Board composed of five members, each elected from one of the five precincts of the District. These members are elected for six year terms on a staggered basis. The present members of the Governing Board are as follows:

Mr. Dennis L. Nelson, Chair, Precinct 5 Mr. David DiPeso, Secretary, Precinct 1

Mr. Danny Ortega, Precinct 2 Mr. Tim Quinn, Precinct 4

Mrs. Jane C. Strain, Precinct 3

The administrative staff of the District is comprised of Dr. J.D. Rottweiler, President; Dr. Verlyn Fick, Vice President for Instruction/Provost; Mr. LaMont Schiers, Vice President for Administrative Affairs; Mr. Carlos Cartagena, Vice President for Information Technology; and Dr. Wendy Davis, Vice President for Human Resources.

Dr. James Dale (J.D.) Rottweiler became the 11th president of the District on July 1, 2009. A first-

generation college graduate himself, Dr. Rottweiler understands the importance of education in enhancing one’s quality of life. Dr. Rottweiler earned a Bachelor of Arts in sociology with a Japanese minor in 1990, and a Master of Arts in sociology in 1992 from the University of Wyoming. In 2005, he earned a Ph.D. in educational leadership and policy from the University of Utah. Prior to arriving at the District, Dr. Rottweiler had more than 15 years of community college experience, ranging from small, rural colleges to large, multi-campus, urban institutions. Prior to becoming president of the District, he was Executive Vice President for Academic Services and Professor of Sociology at Central Wyoming College; Associate Dean of Instruction at Western Iowa Tech Community College in Sioux City, Iowa; on the faculty at Ricks College, (now Brigham Young University – Idaho), and was Associate Professor/Chair of the Department of Sociology at Salt Lake Community College. He is also a consultant/evaluator with the HLC.

Mr. Carlos Cartagena was born in 1958 in Puerto Rico. He graduated with a Bachelor’s Degree from the University of Puerto Rico and a Master’s Degree from the University of Southern California. Mr. Cartagena served from 1980 to 1992 in the US Army in a variety of assignments and locations throughout the US and overseas. He has been employed in the District since 1994 where he has held instructional and administrative assignments. He is a holder of a Commercial Pilot and Flight Instructor certificates with Instrument and Multiengine privileges. Dr. Verlyn Fick, Vice President for Instruction and Provost, has worked at Cochise College since January of 2010. Raised on a farm in southwestern Minnesota, he received his bachelor’s degrees in agronomy and soil science at the University of Minnesota – St. Paul. His doctorate in crop production and physiology came from Iowa State University. Prior to working for Cochise College, Fick was the Vice President for Teaching and Learning at Southeastern Community College (SCC). He came to SCC from Western Iowa Tech Community College in Sioux City, where he served as Vice President of Instruction and Student Services. He also worked at the North Dakota State College of Science and Eastern New Mexico University including several years teaching agriculture courses. Earlier he taught vocational agriculture at a South Dakota high school and worked as a research technician at the University of Minnesota.

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Mr. LaMont Schiers is also a first generation college graduate setting the bar for other family members to seek college degrees to improve their standards of living. He holds a bachelor of fine arts in industrial design from Brigham Young University and a master of science in organizational management from Keuka College. Mr. Schiers began his career in engineering designing medical lasers and running several production facilities for 8 years. He has been in higher education for the past 17 years, working with private colleges in western New York and in public or community colleges in California. Before coming to Cochise College in 2013, he worked as the Executive Director of Administration at Bakersfield College for 5 years. Dr. Wendy Davis serves as Title IX Coordinator in addition to her duties as the Vice President for Human Resources at the College. Wendy has worked in community college administration for the past 25 years. Wendy holds a Doctor of Philosophy degree in higher education leadership from Colorado State University, as well as Master of Business Administration and Bachelor of Science degrees from the University of Wyoming and an Associate of Science from the Sierra Vista Sunrise Rotary Club. Wendy served as the charter chair of the TIAA-CREF Direct Client Advisory Council and has served on the National CUPA-HR Board of Directors and Northwest CUPA-HR Board of Directors. She was also a member of the 2005 CUPA-HR Think Tank of the topic of The Future of Human Resources in Higher Education. Wendy served on the HR-Client Advisory Team for Datatel, Inc. and the State of Wyoming Employees’ Insurance Advisory Board. Mission Statement, Education Programs and Degrees

The District’s mission is to provide accessible educational opportunities that are responsive to a diverse

population and lead to constructive citizenship, meaningful careers and lifelong learning. The District, in addition to traditional instruction, offers students distance learning opportunities through

On-Line and Live-Streaming class instruction, all of which is done through the Internet.

The District offers six Associate Degrees. Five of them are transfer degrees, Associate of Arts, Associate of Art in Elementary Education, Associate of Business, Associate of General Studies and Associate of Science. These transfer degrees provide numerous opportunities to earn an Associate Degrees. The sixth degree is an Associate of Applied Sciences.

In addition to degree programs, the District offers over forty certificate programs within the areas of study listed above.

Accreditation

The District is accredited by the Higher Learning Commission (the “HLC”). The District is currently in the midst of the re-accreditation process which is expected to be finalized sometime in February or March of 2016.

Cochise College holds a Federal Aviation Administration operating certificate issued under 14 CFR Part 141 for its approved courses offered by the Professional Pilot Program. The nursing program is accredited by the Arizona State Board of Nursing and the Accreditation Commission for Education in Nursing. The Paramedic Program is accredited by the Commission on Accreditation of Allied Health Education Programs upon the recommendation of the Committee on Accreditation of Educational Programs for the Emergency Medical Services Professions (CoAEMSP). The Paramedicine and Emergency Medical Technology programs are certified through Arizona Department of Health Services, Emergency Medical Services and Trauma Division. The Respiratory Therapy Program is accredited by the Commission on Accreditation for Respiratory Care (CoARC).

District Facilities

The District serves the educational needs of two Counties through two separate campus locations, six educational centers and numerous off-campus sites. In addition to the varied types of classrooms, both campuses provide a library, a student center, and a bookstore. A brief description of each campus and center follows, including the additional buildings recently constructed by the District at several different locations:

The Douglas Campus is a 518-acre parcel located between Bisbee and Douglas. The land for the Douglas campus was donated in 1961 and serves as home to the District’s airport, athletics facilities, classrooms and resident

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halls. The Douglas campus was 225,374 square feet but added nine new structures increasing the total square footage to 295,069 of building space. Two instructional buildings; Science Education and Career Technical Education were built along with seven new residential hall buildings.

The Sierra Vista Campus is a 76-acre parcel located on the east side of Sierra Vista on land that was donated in 1974. The campus has increased its square footage by 71,331 square feet of building space, with it last bond issue in 2008 to a grand total of 188,867 square feet. Four buildings were constructed; a Student Union, Learning Commons, Academic class rooms and a new Career and Technical Education Building.

The Willcox Center is situated in the city of Willcox and increased the total square footage of building space from 7,200 to 9,340. The District constructed a new building with is last bond issue in 2008; the District does not own the land at this location but does own the building.

The Benson Center is situated on 13 acres on the west side of Benson. This location has 12,733 square feet of building space.

The Fort Huachuca Center is located on Post in Sierra Vista. It is a 68,558 square foot facility that is

currently rented from a local K-12 School District. This provides instructional space for our Military Students on Post as well as our culinary students. The Auto-Plex is located on the main highway in Sierra Vista and houses various automotive mechanical equipment for instructional purposes in a 18,946 square foot facility. It is rented from the city’s largest automotive dealer who encouraged the college to use one of his unoccupied dealership properties. The District operates a center on location at the Department of Corrections in Douglas, Arizona. The State of Arizona has asked Cochise College District to support the Santa Cruz County Provisional Community College District (“SCCPCCD”) since 2003, which functions much like a center. Currently this facility is provided by the SCCPCCD. Student Enrollment

The District’s projected Full-Time Student Equivalents (“FTSE”) for budgetary purposes for fiscal year 2015-16 is 6,338 students. A significant portion of the District’s student enrollment consists of Military Occupational Specialty (“MOS”) students, transfer students, and part-time students. The District has experienced, and expects to continue to experience, fluctuations in its student enrollment and FTSE due in part to the status of the economy (local, state and national), changes in Federal policy for the military and its educational opportunities, the population of seasonal visitors and various other factors that all influence the District’s enrollment.

The majority of the District’s recent enrollment reductions indicated in Table 3 below have been due to decreases in MOS students related to Fort Huachuca. This downward trend has been leveling off in recent months and the District’s contacts at Fort Huachuca are projecting that the MOS programs will return to 2013 and 2014 levels over the next several years. As for the District’s traditional transfer and degree completion students which account for much higher per-capita tuition and fee revenues, recent enrollments in that category of student have not experienced the same downward pressures as those impacting MOS students.

The following table sets forth the actual total headcount enrollment and the FTSE of the District for the past five years.

TABLE 3

Fiscal Year Total Enrollment FTSE

2015 12,662 6,557 2014 13,503 7,474 2013 13,783 7,982 2012 15,504 9,468 2011 16,520 9,788

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FINANCIAL CONDITION OF THE DISTRICT

Introduction The District’s fiscal year is from July 1 through June 30. District budgeting for a fiscal year formally

begins with the preparation of a proposed budget for submission to the Board no later than June 5 of each year. After publication of the budget and a public hearing, but no later than June 20, a budget is adopted for the upcoming fiscal year. The budget must contain detailed information concerning the amounts required for each purpose, including the District’s primary and secondary tax levies. The District’s ad valorem property tax levy rate is then set by the Board of Supervisors of the County based on the adopted budget figures. Expenditure Limitation

Commencing in fiscal year 1981-82, the District became subject to the annual expenditure limitation, which is set by the Arizona Economic Estimates Commission. This limitation is based on the District’s actual expenditures for fiscal year 1979-80, with annual adjustments to reflect student enrollments and cost of living. Certain expenditures are specifically excluded from the limits, such as expenditures made from tuition and fees, federal grants, state aid for capital outlay, and bond sale proceeds, as well as debt service payments. The Board may authorize expenditures in excess of the limitation, subject to approval by the District’s voters, for a period of not less than two years nor more than seven years.

For the 2014-15 fiscal year, the expenditure limitation for the District was $62,525,638. The District’s expenditures for the 2014-15 fiscal year were under the limit. For the 2015-16 fiscal year, the expenditure limitation determined for the District is $50,778,759. The District anticipates that its expenditures subject to the limitation for the 2015-16 fiscal year will be under the limit.

The annual expenditure limitation does not apply to the Gross Revenues to the extent such monies are collected, segregated or deposited to make payments in connection with the Bonds. Financial Reports and Examination of Accounts

State law requires that the District’s financial books and records be audited by the Office of the Auditor General, State of Arizona (the “Auditor General”) or independent certified public accountants on an annual basis. The most recent audited financial statements of the District, audited by the Auditor General, are presented in Appendix B to this Official Statement. Such statements provide audited information for the year ended June 30, 2015.

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Cochise County Community College District Statement of Revenues, Expenses, and

Changes in Net Assets For Fiscal Years Ended June 30

TABLE 4

2010 2011 2012 2013 2014 2015

Operating Revenues:

Tuition and fees (net of scholarship allowances) $5,062,696 $5,697,196 $5,895,640 $4,145,645 $5,451,854 $5,818,553

Government contracts 267,171 332,607 264,702 286,612 1,089,960 885,225

Private contracts 113,488 95,013 83,504 88,564 151,973 269,337

Bookstore revenue 166,036 166,818 145,643 139,493 125,890 122,657

Food service revenue 410,869 530,212 441,992 436,794 517,284 543,160

Dormitory rentals and fees 169,018 49,646 45,852 43,526 34,815 34,803

Other 314,220 784,654 656,049 744,533 449,497 495,856

Total operating revenues 6,503,498 7,656,146 7,533,382 5,885,167 7,821,273 8,169,591

Operating Expenses:

Educational and general:

Instruction 17,313,386 17,762,911 16,943,608 16,995,134 17,953,714 19,475,217

Public Service 645,728 755,106 707,786 712,767 680,951 728,049

Academic Support 1,381,213 1,379,655 1,336,388 1,303,798 1,275,203 1,292,307

Student Services 4,761,273 4,980,131 5,366,567 5,344,397 5,504,157 5,763,778

Institutional support 6,933,163 6,987,892 7,965,076 7,653,628 6,606,802 6,990,661

Operation and maintenance of plant 3,771,919 4,304,833 4,230,372 4,390,045 3,979,099 2,773,621

Scholarships 4,983,370 5,245,819 4,026,671 1,966,611 3,625,679 4,325,915

Auxiliary enterprise 1,042,744 1,123,718 1,045,291 1,053,205 904,655 922,570

Depreciation 1,561,969 2,510,400 3,062,231 3,215,175 3,431,707 3,286,484

Total operating expenses 42,394,765 45,050,465 44,683,990 42,634,760 43,961,967 45,558,602

Total Operating loss (35,891,267) (37,394,319) (37,150,608) (36,749,593) (36,140,694) (37,389,011)

Nonoperating revenues (expenses)

Property taxes 15,833,368 16,558,225 17,320,483 17,900,838 18,653,023 19,291,886

State appropriations 15,330,500 15,330,500 13,620,900 11,399,300 10,422,500 10,326,735

Government grants 10,122,113 9,835,411 8,710,077 8,945,661 8,018,017 9,982,425

Share of state sales taxes 832,908 866,461 961,059 982,761 1,091,200 1,059,998

Investment earnings 152,839 91,903 202,428 81,374 154,161 180,431

Interest expense on capital asset-related debt (1,161,306) (1,121,469) (1,085,531) (1,016,422) (977,421) (936,821)

Gain/(Loss) on disposal of capital assets (159,991) - 67,976

(118) (27,864) 43,502

Net nonoperating revenues 40,950,431 41,561,031 39,797,392 38,293,394 37,333,616 39,948,1560

Income before other revenues, expenses, gains or losses 5,059,164 4,166,712 2,646,784 1,543,801 1,192,922 2,559,145

Capital appropriations - - - - 450,400 -

Capital grants and gifts - - - - - 4.522.500

Increase in net position 5,059,164 4,166,712 2,646,784 1,543,801 1,643,322 7,081,645

Total net assets, beginning of year (1) 43,754,560 48,813,724 52,980,436 55,627,220 57,171,021 26,445,506

Total net assets, end of year $48,813,724 $52,980,436 $55,627,220 $57,171,021 $58,814,343 $33,527,151

(1) Net position as of July 1, 2014, has been restated for the implementation of GASB Statement No. 68, as amended by GASB Statement No. 71. Please refer to Note 2 and Note 7 of the District Audited Financial Statements included in Appendix B for additional information and discussion of these matters.

Sources: District audited financial statements.

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Cochise County Community College District Statement of Net Assets

For Fiscal Years Ended June 30

TABLE 5

2010 2011 2012 2013 2014 2015

Assets Current assets:

Cash and cash equivalents $17,196,462 $4,381,525 $11,370,107 $8,059,624 $6,510,491 $6,798,367 Investments 14,593,352 10,415,978 13,765,164 16,459,689 16,365,627 Receivables:

Accounts (less allowances) 200,370 252,573 324,728 341,854 293,744 473,362 Property taxes (less allowances) 926,365 1,115,681 1,223,726 1,424,266 1,797,063 1,751,628 Government grants and contracts 1,091,174 289,277 408,970 279,509 311,812 708,285 Interest 69 34,302 26,214 22,155 21,379 23,705 Other 275,835 545,767 368,945 431,815 561,208 400,825

Inventories 462,954 491,578 454,384 448,614 495,707 489,509 Prepaid items 333,049 427,762 228,045 356,206 443,145 482,645

Total current assets 20,486,278 22,131,817 24,821,097 25,129,207 26,894,238 27,493,953 Noncurrent assets:

Restricted assets: Cash and cash equivalents held by

trustee 1,988,386 1,959,673 1,482,766 1 ,645,570 1,519,597 1,539,297 Capital assets, not being depreciated 9,201,140 777,384 1,664,625 1,532,338 934,623 4,003,451 Capital assets, being depreciated, net 47,980,094 57,453,840 56,300,686 57,322,343 56,422,684 58,366,601 Total noncurrent assets 59,169,620 60,190,897 59,448,077 60,500,251 58,876,904 63,909,349

Total assets 79,655,898 82,322,714 84,269,174 85,629,458 85,771,142 91,403,302 Liabilities Current liabilities:

Accounts payable $1,535,586 $779,955 $830,621 $1,527,437 $761,868 542,058 Accrued payroll and employee benefits 1,042,588 1,135,204 1,198,973 1,415,172 1,569,761 1,696,097 Interest payable 580,653 560,734 542,766 524,097 504,597 484,297 Deposits held in custody for others 257,438 258,845 256,354 267,670 307,372 237,940 Deferred revenues 539,475 418,589 351,829 239,603 321,599 403,178 Current portion of compensated absences

payable 131,673 108,135 197,387 182,487 215,710 159,423 Current portion of long-term debt 896,772 936,772 971,772 1,006,772 1,046,772 1,086,772

Total current liabilities 4,984,185 4,198,234 4,349,702 5,163,238 4,727,679 4,609,765 Noncurrent liabilities:

Compensated absences payable 1,145,237 1,167,557 1,088,162 1,165,050 1,212,555 1,184,807 Net Other Postemployment Benefits

Obligation (OPEB) - - - - - 566,848 Long-term debt 24,712,752 23,976,487 23,204,090 22,130,149 21,016,565 19,298,440

Net pension liability (1) - - - - - 30,415,328 Total noncurrent liabilities 25,857,989 25,144,044 24,292,252 23,295,199 22,229,120 51,465,423 Total liabilities 30,842,174 29,342,278 28,641,954 28,458,437 26,956,799 56,075,188

Net Assets Invested in capital assets, net of related debt $31,548,105 $34,051,711 $34,554,781 $36,415,925 $35,925,323 41,984,840 Restricted for:

Grants and contracts 1,112,562 1,204,129 1,778,535 940,102 1,213,846 1,471,468 Debt service 1,407,733 1,398,939 2,303,939 975,000 1,015,000 1,055,000

Unrestricted 14,745,324 16,325,657 16,989,965 18,839,994 20,660,174 (10,984,157) Total net assets (1) $48,813,724 $52,980,436 $55,627,220 $57,171,021 $58,814,343 $33,527,151

(1) Net position as of July 1, 2014, has been restated for the implementation of GASB Statement No. 68, as amended by GASB Statement No. 71. Please refer to Note 2 and Note 7 of the District Audited Financial Statements included in Appendix B for additional information and discussion of these matters.

Sources: District audited financial statements.

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Debt Limitations

Constitutional Debt Limitation: Under the provisions of the Arizona Constitution, the total amount of general obligation bonded indebtedness of a community college district together with payments on leases and real property lease-purchase agreements, including a portion of the existing Series 2008 Obligations may not exceed 15% of such district’s net full cash assessed valuation.

TABLE 6

2015-16 Net Full Cash Assessed Valuation $924,708,480 15% Net Full Cash Assessed Valuation 138,706,272 General Obligation Bonded Debt 0 Leases and Lease-Purchase Agreements for Real Property 3,045,000 Unused Debt Capacity $135,661,272

Statutory Debt Limitation: Pursuant to A.R.S. 15-1484(B), the District is subject to a statutory debt

limitation restricting the maximum annual debt service on the aggregate amount of all revenue bonds at the time of issuance, including the Bonds to not more than 8% of the District’s current expenditures as set forth in the most recently adopted budget of the District for this fiscal year. At the time of the issuance of the Bonds, the District will be in compliance with this statutory debt limitation. Retirement Plan Plan Description – The District contributes to a cost-sharing multiple-employer defined benefit pension plan administered by the Arizona State Retirement System (the “System”). Benefits are established by State statute and generally provide retirement, death, long-term disability, survivor and health insurance premium benefits. The System is governed by the Arizona State Retirement System Board according to the provisions of A.R.S. Title 38, Chapter 5, Article 2. The System issues a comprehensive annual financial report that includes financial statements and required supplementary information. The most recent report may be obtained by writing the System, 3300 North Central Avenue, P.O. Box 33910, Phoenix, AZ 85067-3910 or by calling (602) 240-2000 or (800) 621-3778. Funding Policy – The Arizona State Legislature establishes and may amend active plan members’ and the District’s contribution rate. For the year ended June 30, 2015, active plan members and the District were each required by statute to contribute at the actuarially determined rate of 11.6 percent (11.48 percent retirement and 0.12 percent long-term disability) of the members’ annual covered payroll. The District’s contributions to the System for the years ended June 30, 2015, 2014 and 2013, were $2,098,856, $1,920,717 and $1,823,028, respectively, which were equal to the required contributions for the year. Other Post Employment Benefits (OPEB)

Please refer to Appendix B of the Official Statement which includes the District’s audited financial

statements and specifically “Note 7 – PENSION AND OTHER POST EMPLOYMENT BENEFITS” for a detailed discussion of the District’s Retirement Plan, Unfunded Liabilities associated with the Retirement Plan and Other Post Employment Benefits.

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LITIGATION

Appropriate representatives of the District will deliver certifications with respect to the initial issuance and delivery of the Bonds to the effect that there is no litigation, administrative action or other proceedings pending or threatened, restraining or enjoining, or seeking to restrain or enjoin, the issuance or delivery of the Bonds; or the collection of, and payment from, Gross Revenues; or contesting or questioning: (i) the right of the District to set, collect or pledge the tuition, fees and charges that comprise the Gross Revenues; (ii) the authorization, execution or delivery of the Bond Resolutions, the Depository Trust Agreement or the Bonds; or (iii) the validity of the foregoing or any other proceedings taken with respect thereto.

LEGAL MATTERS

Legal matters relating to the validity of the Bonds under Arizona law, and with regard to the tax-exempt status of the interest thereon (see “TAX EXEMPTION”) will be prepared by Gust Rosenfeld P.L.C., Phoenix, Arizona, (“Bond Counsel”). The signed legal opinions of Bond Counsel dated and premised on the law in effect only as of the date of original delivery of the Bonds, will be delivered to the District at the time of original issuance.

The proposed text of the legal opinions is set forth in Appendix C. The legal opinions to be delivered may

vary from the text of Appendix C if necessary to reflect the facts and law on the date of delivery. The opinions will speak only as of their date, and subsequent distribution, by recirculation of this Official Statement or otherwise, should not be construed as a representation that Bond Counsel has reviewed or expressed any opinion concerning any matters relating to the Bonds subsequent to the original delivery of the Bonds.

Such legal opinions express the professional judgment of Bond Counsel as to the legal issues explicitly

addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the performance of parties to the transaction. The rendering of an opinion also does not guarantee the outcome of any legal dispute that may arise out of the transaction.

TAX EXEMPTION In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and

assuming continuing compliance with certain restrictions, conditions and requirements by the District as described below, interest income on the Bonds is excluded from gross income for federal income tax purposes. In the opinion of Bond Counsel, interest income on the Bonds is exempt from State of Arizona income taxes. The opinions of Bond Counsel will be dated the date of delivery of the Bonds. A form of such opinions are included herein in Appendix C - “Form of Approving Legal Opinions.”

The Internal Revenue Code of 1986, as amended (the “Code”), imposes various restrictions, conditions and

requirements relating to the continued exclusion of interest income on the Bonds from gross income for federal income tax purposes, including a requirement that the District rebate to the federal government certain of its investment earnings with respect to the Bonds. The District has covenanted to comply with the provisions of the Code relating to such matters. Failure to comply with such restrictions, conditions, and requirements could result in the interest income on the Bonds being included in gross income for federal income tax purposes, under certain circumstances, from the date of issuance. The Bonds do not provide for an adjustment in interest rate or yield in the event of taxability and an event of taxability does not cause an acceleration of the principal on the Bonds. The opinions of Bond Counsel assume continuing compliance with such covenants.

The Code also imposes an “alternative minimum tax” upon certain corporations and individuals. A

taxpayer’s “alternative minimum taxable income” (“AMTI”) is its taxable income with certain adjustments. Interest income on the Bonds is not an item of tax preference to be included in the AMTI of individuals or corporations.

Notwithstanding the preceding sentence, one of the adjustment items used in computing the AMTI of a

corporation (with certain exceptions) is an amount equal to 75% of the excess (if any) of the corporation’s “adjusted current earnings” over the corporation’s AMTI for the taxable year (determined without regard to such adjustment for excess book income and the alternative tax net operating loss deduction). A corporation’s “adjusted current earnings” includes all tax-exempt interest, including the interest on the Bonds.

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Although Bond Counsel will render its opinions that, as of the delivery date of the Bonds, interest income on the Bonds is excluded from gross income for federal income tax purposes, the accrual or receipt of interest on the Bonds may otherwise affect a Beneficial Owner’s federal tax liability. Certain taxpayers may experience other tax consequences. Taxpayers who become Beneficial Owners of the Bonds including, without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain subchapter S corporations, individuals who receive Social Security or Railroad Retirement benefits and taxpayers who have or are deemed to have incurred indebtedness to purchase or carry tax-exempt obligations should consult their tax consultants as to the applicability of such tax consequences to the respective Beneficial Owner. The nature and extent of these other tax consequences will depend upon the respective Beneficial Owner’s particular tax status and the Beneficial Owner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.

The Bonds are not “private activity bonds,” within the meaning of Section 141 of the Code. Currently and from time to time, there are legislative proposals in Congress which, if enacted, could alter or

amend the federal tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to obligations (such as the Bonds) issued prior to enactment.

BOND PREMIUM

The initial public offering price of the Series 2016B Bonds and the Series 2016A Bonds maturing on July

1, 2017 through and including July 1, 2028 and those maturing on July 1, 2031 (collectively, the “Premium Bonds”) are greater than the amount payable on such Premium Bonds at maturity. An amount equal to the difference between the initial public offering price of a Premium Bond (assuming that a substantial amount of the Premium Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes premium to the initial Beneficial Owner of such Premium Bonds. The basis for federal income tax purposes of a Premium Bond in the hands of such initial Beneficial Owner must be reduced each year by the amortizable bond premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of premium which is amortizable each year by an initial Beneficial Owner is determined by using such Beneficial Owner's yield to maturity. Beneficial Owners of the Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond premium with respect to the Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning Premium Bonds.

ORIGINAL ISSUE DISCOUNT

The initial public offering prices of the Series 2016A Bonds maturing on July 1, 2029 through and

including July 1, 2030 (collectively, the “Discount Bonds”), are less than the respective amounts payable at maturity. As a result, the Discount Bonds will be considered to be issued with original issue discount. The difference between the initial public offering price (the “Issue Price”) of the Discount Bonds, and the amount payable at maturity, of the Discount Bonds will be treated as “original issue discount.” With respect to a Beneficial Owner who purchases a Discount Bond in the initial public offering at the Issue Price and who holds the Discount Bond to maturity, the full amount of original issue discount will constitute interest income which is not includible in the gross income of the Beneficial Owner of the Discount Bond for federal income tax purposes and Arizona income tax purposes and that Beneficial Owner will not, under present federal income tax law and present Arizona income tax law, realize a taxable capital gain upon payment of the Discount Bond at maturity.

The original issue discount on each of the Discount Bonds is treated for federal income tax purposes and

Arizona income tax purposes as accreting daily over the term of such Discount Bond on the basis of a constant interest rate compounded at the end of each six-month period (or shorter period from the date of original issue) ending on January 1 and July 1 (with straight-line interpolation between compounding dates).

The amount of original issue discount accreting each period will be added to the Beneficial Owner’s tax

basis for the Discount Bond. The adjusted tax basis will be used to determine taxable gain or loss upon disposition of the Discount Bond. An initial Beneficial Owner of a Discount Bond who disposes of the Discount Bond prior to

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maturity should consult his or her tax advisor as to the amount of the original issue discount accrued over the period held and the amount of taxable gain or loss upon the sale or disposition of the Discount Bond prior to maturity.

The Code contains certain provisions relating to the accretion of original issue discount in the case of

subsequent Beneficial Owners of the Discount Bonds. Beneficial Owners who do not purchase the Discount Bonds in the initial offering at the issue price should consult their own tax advisors with respect to the tax consequences of the ownership of Discount Bonds.

A portion of the original issue discount that accretes in each year to a Beneficial Owner of a Discount Bond

may result in certain collateral federal income tax consequences as described in “TAX EXEMPTION” herein. Beneficial Owners of Discount Bonds in states other than Arizona should consult their own tax advisors

with respect to the state and local taxes.

FINANCIAL STATEMENTS

The financial statements of the District as of June 30, 2015, and for its fiscal year then ended, which are included as Appendix B of this Official Statement, have been audited by the Auditor General, as stated in their opinion which appears in Appendix B. The District neither requested nor obtained the consent of the Auditor General, to include their report. The financial statements speak only as of their date and do not reflect events occurring after that date. The Auditor General has performed no procedures subsequent to rendering their opinion on the financial statements. See “FINANCIAL CONDITION OF THE DISTRICT – Financial Reports and Examination of Accounts” for a discussion about such statements and availability of the financial reports from the District.

RATINGS

Standard & Poor’s Rating Services (“S&P”) has assigned the rating “AA” to the Bonds with the

understanding that upon delivery of the Bonds, the Policy will be issued by the Insurer. In addition, Moody’s Investors Service, Inc. has assigned an underlying rating of “A2”. Such rating

reflects only the views of such rating agency, and any explanation of the meaning or significance of the rating may only be obtained from the rating agency. The District furnished to the rating agencies certain information and materials, some of which may not have been included in this Official Statement relating to the Bonds and the District. Generally, rating agencies base their ratings on such information and materials and on their own investigation, studies and assumptions. There can be no assurance that a rating when assigned will continue for any given period of time or that it will not be lowered or withdrawn entirely by a rating agency if in their judgment circumstances so warrant. Any lowering or withdrawal of a rating may have an adverse effect on the marketability or market price of the Bonds.

The District expects to furnish the rating agencies with information and materials that they may request. The District, however, assumes no obligation to furnish requested information and materials, and may issue debt for which ratings are not requested. Failure to furnish requested information and materials, or the issuance of debt for which ratings are not requested, may result in the suspension or withdrawal of a rating on the Bonds.

UNDERWRITING

The Bonds are being purchased, subject to certain conditions, by RBC Capital Markets, LLC (the “Underwriter”) at an aggregate purchase price of $25,459,311.95 (consisting of the par amount of the Bonds, plus net original issue premium, less the compensation of the Underwriter) pursuant to a bond purchase agreement between the District and the Underwriter. If the Bonds are sold to produce the yields shown on the inside cover page, the Underwriter will receive compensation of $285,805.00. The Underwriter may offer and sell the Bonds to certain dealers (including the Underwriter and other dealers depositing Bonds into unit investment trusts) and others at prices or yields different from the public offering prices or yields stated on the cover page hereof, and such public offering prices and yields may be changed, from time to time, by the Underwriter.

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RBC Capital Markets, LLC has provided the following information for inclusion in this Official Statement: The Underwriter and its respective affiliates are full-service financial institutions engaged in various activities, that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course of business, the Underwriter and its respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriter and its respective affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the District. The Underwriter and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the District. The Underwriter and its respective affiliates may make a market in credit default swaps with respect to municipal securities in the future.

CONTINUING DISCLOSURE

The District has covenanted for the benefit of certain beneficial owners of the Bonds to provide certain financial information and operating data relating to the District by not later than March 1 of each year (the “Annual Reports”), commencing March 1, 2017, and to provide notices of the occurrence of certain enumerated events (the “Notices of Listed Events”). The Annual Reports and the Notices of Listed Events will be filed by the District through the Electronic Municipal Market Access System (“EMMA”) established by the Municipal Securities Rulemaking Board. The specific nature of the information to be contained in the Annual Reports and in the Notices of Listed Events is set forth in Appendix D - “Form of Continuing Disclosure Certificate,” which includes the form of continuing disclosure undertaking which will be executed by the District with respect to the Bonds.

These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “Rule”). Should the District not comply with such covenants, it has covenanted to provide notice of such fact through EMMA. A failure by the District to comply with these covenants must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Furthermore, a failure to provide continuing disclosure may adversely affect the transferability and liquidity of the Bonds and their market price.

To the reasonable belief and knowledge of the District, with the exception of the instances noted below, the District has complied with all of its existing continuing disclosure undertakings over the last five years in all material respects.

The District previously entered into a continuing disclosure undertaking with respect to the 2008 Bonds

which required the filing on or before March 1 of each year of an Annual Report. The 2013 Financial Statements and Operating Data, due March 1, 2014, were filed on May 27, 2014. The 2014 Financial Statements and Operating Data, due March 1, 2015, were filed on June 14, 2015.

To address the issues that led to the two late filing events in 2014 and 2015, the District has taken certain

specific actions to ensure all future continuing disclosure filings for both the 2008 Bonds and the 2016 Bonds are complete, correct and timely filed. These actions include a) reassigning responsibilities for all EMMA related filings to specific people within the District’s financial and accounting departments; b) understanding and utilizing available technology from Municipal Securities Rulemaking Board, through EMMA, to help facilitate future filings in a timely manner; and c) developing a new District policy to address the need, process and responsibilities for timely continuing disclosure filings. The District’s leadership is confident that the actions described above will ensure that all future continuing disclosure filings will be complete and filed in a timely manner.

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CONCLUDING STATEMENT

To the extent that any statements made in this Official Statement involve matters of opinion or estimates, whether or not expressly stated to be such, they are made as such and not as representations of fact or certainty and no representation is made that any of these opinions or estimates have been or will be realized. Information in this Official Statement has been derived by the District from official and other sources and is believed by the District to be accurate and reliable. Information attributed to sources other than official records of the District has not been independently confirmed or verified by the District or the Underwriter and its accuracy is not guaranteed. U.S. Bank National Association, by acceptance of its duties as the Trustee, has not reviewed this Official Statement and has made no representations as to the information contained herein.

Neither this Official Statement nor any statement that may have been or that may be made orally or in writing is to be construed as, or as part of, a contract with the original purchasers or subsequent beneficial owners of the Bonds.


/s/ Dr. J.D. Rottweiler President


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APPENDIX A

SUMMARY OF PROVISIONS OF THE BOND RESOLUTIONS The following is a summary of certain provisions of the District's resolutions authorizing the issuance sale and delivery of the Series 2016A Bonds and the Series 2016B Refunding Bonds (collectively, the "Bond Resolution") which are not described elsewhere in this Official Statement. These summaries do not purport to be comprehensive and reference should be made to the Bond Resolution for a full and complete statement of its provisions. All capitalized terms not defined in this Official Statement shall have the meaning set forth in the Bond Resolution.

DEFINITIONS Definitions. For the purpose of these Summaries and this Official Statement, the following words and phrases shall have the following meanings: "Acquisition Costs" means the price to be paid to acquire, construct, furnish and equip the 2016A Bond Project. "Acquisition Fund" means, in connection with the Series 2016A Bonds, the fund by that name established pursuant to the Bond Resolution and held by the Trustee. "Annual Current Principal Requirement" means for any Bond Year the amount of principal coming due during such Bond Year on the Bonds and the Parity Obligations. "Annual Debt Service Requirement" means for any Bond Year the aggregate of the Annual Mandatory Sinking Fund Redemption Requirement plus the Annual Current Principal Requirement for that Bond Year and the amount required to be deposited to pay interest on any Bonds or Parity Obligations in that Bond Year. For the purpose of the proposed issuance of additional Parity Obligations, such proposed Parity Obligations shall be treated as Outstanding for the determination of Annual Debt Service Requirement. "Annual Mandatory Sinking Fund Redemption Requirement" means the amount of monies or investments of equivalent value required to be paid in any Bond Year for the payment of, and equal to, the principal amount of Bonds and Parity Obligations, subject to mandatory sinking fund redemption during such Bond Year. "Bond Fund" means, as applicable to the Series 2016A Bonds and the Series 2016B Refunding Bonds, the fund by that name established and held by the Trustee pursuant to the Bond Resolution. "Bond Insurer" means the issuer of any financial guaranty insurance policy with respect to the Bonds. "Bond Purchase Agreement" means that final, executed agreement authorized under the Bond Resolution to be executed on behalf of the District by the Vice President for Administrative Affairs establishing certain terms of the Bonds and providing for the sale of the Bonds to the Underwriter. "Bond Year" means the period commencing July 1 and ending June 30 of the succeeding calendar year, unless otherwise determined and designated by the Governing Board of the District. "Book-Entry-Only System" means, as to the Bonds, a system under which (i) physical Bond certificates in fully registered form are issued only to the Depository or its nominee as Owner, with the physical Bond certificates "immobilized" in the custody of, or on behalf of, the Depository and (ii) the ownership of book entry interests in Bonds and principal of, premium, if any, and interest thereon may be transferred only through a book entry made by others than the District or the Trustee. The records maintained by entities other than the District or the Trustee constitute the written record that identifies the owners, and records the transfer, of book entry interests in those Bonds and principal of, premium, if any, and interest thereon.

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"Business Day" means a day of the year on which banks in the State of Arizona are not closed and on which the New York Stock Exchange is not closed. "Certificate of Completion" means the notice of completion, which shall be filed with the Trustee by the District Representative, stating that the 2016A Bond Project has been substantially completed. "Completion Date" means the date on which the Certificate of Completion is filed with the Trustee by the District Representative. "Contractor" means any contractor under a Construction Contract and any successor or assigns permitted. "Construction Contract" means, collectively, any contracts between the District and a Contractor, for the acquisition, construction or installation of any of the Improvements. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the District or the Trustee relating to the issuance, sale and delivery of the Bonds. "Costs of Issuance Fund" means the fund of that name created pursuant to the Bond Resolution and held by Trustee in connection with the Series 2016A Bonds. "Depository" or "DTC" means a securities depository designated by the District to hold the Bonds in the Book-Entry-Only System. Initially, the Depository will be The Depository Trust Company, New York, New York. "Depository Trust Agreement" means that certain Depository Trust Agreement, dated as of ______ 1, 2016, by and between the District and the Depository Trustee in connection with the Series 2016B Refunding Bonds. "Depository Trustee" means any bank or trust company, which may include the Trustee, meeting the requirements of, and designated as, Depository Trustee in accordance with the Bond Resolution. "District" means Cochise County Community College District of Cochise County, Arizona, a political subdivision of the State of Arizona. "District Representative" means the Vice President for Administrative Affairs or any other person authorized by the Chair of the Governing Board of the District to act on behalf of the District with respect to the Resolution. "Event of Default" means an event of default under the Bond Resolution or under any Parity Obligations except that if such default is other than the failure to pay principal, interest, redemption premium or other debt service when due on the Bonds or any Parity Obligations, such default will not be an Event of Default hereunder until sixty (60) days after notice thereof is given by the Trustee to the District. "Existing Parity Obligations" means, collectively, the District's outstanding Revenue Bonds, Series 2008, Pledged Revenue Obligations, Series 2008, the Series 2016A Bonds and the Series 2016B Refunding Bonds. "Financial Guaranty Insurance Policy" means any municipal bond insurance policy issued by the Bond Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. "Fiscal Year" means the period commencing each July 1 and ending June 30 of the succeeding calendar year, unless otherwise determined and designated by the District, and the Gross Revenues shall be accounted for on that basis. "Gross Revenues" means and includes tuitions, fees, rentals and other charges from students, faculty and others using or being served by, or having the right to use, or the right to be served by, the Project or the

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Prior Project, as applicable, and income, revenues and receipts to be received directly or indirectly from the use and operation thereof. "Improvements" means the buildings and improvements to be constructed or acquired to be suitable for use by the District as college facilities as the same may be determined from time to time, including the 2016A Bond Project. "Independent Counsel" means an attorney duly admitted to the practice of law before the highest court of the state in which such attorney maintains an office and who is not an employee of the District or the Trustee. "Interest Payment Date" means each of the dates on which interest is due and payable with respect to the Bonds. "Maximum Annual Debt Service Requirement" means the greatest Annual Debt Service Requirement required to be paid in any Bond Year ending then or thereafter on or under the Outstanding Bonds and Parity Obligations. "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, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the District by notice to the Trustee. "Outstanding", when used as of any particular time with respect to the Bonds, means all Bonds theretofore authenticated and delivered by the Trustee under the Bond Resolution (including those the principal and/or interest on which has been paid by the Bond Insurer) except: (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for

cancellation; (2) Bonds for the payment or redemption of which funds or noncallable United

States Obligations in the necessary amount shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or redemption date of such Bonds, provided that, if such Bonds are to be redeemed prior to maturity, notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been made for the giving of such notice); and

(3) Bonds in lieu of or in exchange for which other Bonds shall have been executed

and delivered by the Trustee. When used as of any particular time with respect to the Parity Obligations, Outstanding means all such Parity Obligations theretofore executed and delivered under the applicable authorizing document except: those which have been cancelled or surrendered for cancellation; those for which payment or redemption has been irrevocably provided for with funds or noncallable United States Obligations in the necessary amount and all other actions have been taken as required under the authorizing documents for the payment thereof; and those in lieu of or in exchange for which Parity Obligations shall have been executed and delivered pursuant to the authorizing documents. "Owner" or any similar term, when used with respect to the Bonds or the Parity Obligations, means the person in whose name such Bonds or Parity Obligations shall be registered. "Parity Obligations" means and includes the Existing Parity Obligations and any bonds, lease purchase agreements or other obligations authorized on a parity with the Bonds and the Existing Parity Obligations in accordance with the terms and conditions of the Bond Resolution. "Payment Date" means any date on which a payment of principal or interest is due on the Bonds. "Payment Request Form" means the form set forth in Exhibit B which is attached hereto and made a part hereof.

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"Permitted Investments" means any of the following, if and to the extent the same are at the time legal for the investment of the District's money and are acceptable to the Bond Insurer, if any: (a) United States Obligations. (b) Bonds, debentures, notes or other evidences of indebtedness issued by any of the following: Federal Home Loan Banks; Federal Home Loan Mortgage Corporation (including participation certificates); Federal Land Banks; Federal Financing Bank; Export-Import Bank of the United States; the Government National Mortgage Association; or any other agency or instrumentality of the United States of America (created by an Act of Congress) substantially similar to the foregoing in its legal relationship to the United States of America, provided that such obligations are backed by the full faith and credit of the United States of America. (c) Interest-bearing time or demand deposits, certificates of deposit, or other similar banking arrangements including investment agreements with any bank (including the Trustee), provided that such deposits, certificates and other arrangements are (i) fully insured by the Federal Deposit Insurance Corporation, or (ii) in or with a bank, trust company, or national banking association having a combined capital and surplus not less than $50,000,000, and which are fully secured by obligations described in paragraphs (a) or (b) of this definition which are held by the Trustee or on behalf of the Trustee and in which the Trustee has at all times a perfected security interest, and which have a market value, at the time of the investment and at least quarterly thereafter, at least equal to the amount so invested. (d) Repurchase agreements with terms not to exceed 90 days with a bank (including the Trustee) or savings and loan association having an officially reported combined capital, surplus, undivided profits and reserves of at least $50,000,000, or with brokerage houses listed, or whose parent is listed, on the New York Stock Exchange or which has an officially reported capital, surplus, undivided profits and reserves of at least $120,000,000, and which repurchase agreements are fully secured by obligations described in paragraphs (a) or (b) of this definition and which have a market value at the time of the investment at least equal to the amount so invested and which are held by the Trustee or on behalf of the Trustee and in which the Trustee has at all times a perfected security interest. (e) Investments in money market funds rated "AAAm" or "AAAm-G" or better by S&P, the portfolio of which are limited to obligations described in paragraphs (a) and (b) of this definition. (f) Guaranteed investment contracts secured by investments described in (a) or (b) above. (g) Such other or additional investments agreed to between the Bond Insurer, if any, and the District. (h) Any other investment in which the District may lawfully invest such monies in accordance with state law, but only when designated or described by type in a written direction from the District to the Trustee and only if consented to by the Bond Insurer. "Personal Property" means the personal property to be acquired and installed to be used with the Improvements for college purposes. "Project" or "Prior Project" means any classrooms, student or faculty residence halls, dormitories, dining halls, student union buildings, field houses, stadia and other revenue producing facilities of the District located in the District, together with sites therefor, equipment, furnishings, heating, lighting and other service facilities connected therewith now existing or hereafter constructed or acquired, including, without limitation, bookstore facilities, food service facilities, auditoriums and parking facilities and shall also include such other facilities as in the future may be permitted pursuant to law. "Record Date" means the close of business of the Trustee on the fifteenth day of the month preceding an interest payment date. "S&P" means Standard & Poor's Rating Services, a division of McGraw-Hill, a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation

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shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the District by notice to the Trustee. "Series 2016A Bonds" means the Cochise County Community College District of Cochise County, Arizona, Revenue Bonds, Series 2016. "Series 2016B Refunding Bonds" means the Cochise County Community College District of Cochise County, Arizona, Revenue Refunding Bonds, Series 2016B. "Special Record Date" means the close of business of the Trustee on the date set by the Trustee with respect to defaulted interest. "State" means the State of Arizona. "Trustee" means U.S. Bank National Association or any successor thereto acting as Trustee with respect to the Bonds under the Bond Resolution. "2016A Bond Project" means the Improvements and the Personal Property financed by the Series 2016A Bonds. "2016A Bond Project Costs" means, with respect to the 2016A Bond Project, the price paid or to be paid to acquire, construct, renovate, implement, install, equip and furnish the buildings and improvements, all architectural, engineering, soils, survey, archaeology, demolition, training, consulting, hardware and software costs, construction management fees, development fees, contingencies and other related costs of acquiring, constructing, renovating, implementing, installing, equipping and furnishing the 2016A Bond Project and all costs payable to a Contractor under a Construction Contract, or incurred by the Trustee or the District with respect to the transaction to which the Bond Resolution pertains. "Underwriter" means RBC Capital Markets, LLC, the underwriter of the Bonds. "United States Obligations" means any bonds or other obligations which are direct obligations of or fully guaranteed as to timely payment of principal, interest and any premium by the United States of America (including REFCORP Strips). "Value at Market" or "Market Value" means the indicated bid value of the investment or investments to be valued as shown in the Wall Street Journal or any publication having general acceptance as a source of valuation of the same or similar types of securities or any securities pricing service available to or used by the Trustee and generally accepted as a source of valuation, except that, with respect to guaranteed investment contracts, Value at Market or Market Value means the principal amount payable under the guaranteed investment contract. "Vendor" means any supplier of items for inclusion in the 2016A Bond Project who is to be paid from amounts held in the Acquisition Fund.

THE BOND RESOLUTION Authorization. For the purpose of providing funds for 2016A Bond Project Costs and to pay the Costs of Issuance of the Series 2016A Bonds the issuance of the Series 2016A Bonds is authorized and for the purpose of providing funds for the refunding of certain of the District's prior bonds and to pay the Costs of Issuance of the Series 2016B Refunding Bonds the issuance of the Series 2016B Refunding Bonds is authorized. Application of Proceeds. The purchase price of the Series 2016A Bonds shall be paid to and received by Trustee. The proceeds received by Trustee from the sale of the Series 2016A Bonds shall be set aside by Trustee as follows: (a) Trustee shall deposit all accrued interest received from Underwriter to the Bond Fund;

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(b) Unless paid on behalf of District by Underwriter, Trustee shall pay to the Bond Insurer, if any, in immediately available funds, the premium for the Financial Guaranty Insurance Policy; (c) Trustee shall deposit to the Costs of Issuance Fund the amount directed by District Representative; and (d) Trustee shall deposit the remainder of the proceeds to the Acquisition Fund. The net proceeds from the sale of the Series 2016B Refunding Bonds, shall be set aside in a special trust fund maintained by the Depository Trustee and shall be used to pay principal of and interest on the District's prior bonds being refunded, as described in the Depository Trust Agreement. Amounts credited to the trust, other than any beginning cash balance, shall be invested immediately in obligations issued by or guaranteed by the United States of America the maturing principal of and interest on which, together with any beginning cash balance, shall be sufficient to pay the principal of and interest on the bonds being refunded as the same become due at maturity or prior redemption. The District is also hereby authorized to deposit cash on hand with the Depository Trustee to pay amounts due on the prior bonds on July 1, 2016. Any balance of the net proceeds of the Series 2016B Refunding Bonds remaining after creation of the trust for the bonds being refunded shall be transferred to the District's Bond Fund. Transfer and Exchange. So long as the Book Entry Only System is in effect, the Bonds will not be subject to transfer or exchange. If the Book Entry Only System is discontinued, the following shall apply: (a) Transfer of Bonds. Any Bond may be transferred upon the books required to be kept by the Bond Resolution by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by Trustee, duly executed. Whenever any Bond or Bonds shall be surrendered for transfer, Trustee shall execute and deliver a new Bond or Bonds in fully registered form for a like aggregate principal amount. (b) Exchange of Bonds. Bonds may be exchanged at the designated corporate trust office of Trustee for a like aggregate principal amount of Bonds of authorized denominations of the same maturity and interest rate. The Owner requesting such exchange or transfer shall pay before any such exchange or transfer of the Bonds to Trustee an amount sufficient to pay any tax, or other governmental charge required to be paid, or any fee or expense of Trustee or District with respect to such exchange or transfer. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, Trustee, at the expense of the Owner of said Bond, shall execute and deliver a new Bond of like tenor, maturity and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to Trustee of the Bond so mutilated. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to Trustee, and, if such evidence is satisfactory to Trustee and, if an indemnity satisfactory to Trustee shall be given, Trustee, at the expense of the Bond Owner, shall execute and deliver a new Bond of like tenor and maturity and numbered as Trustee shall determine in lieu of and in substitution for the Bond so lost, destroyed or stolen. Trustee may require payment of an appropriate fee for each new Bond delivered and of the expenses which may be incurred by Trustee. Payment In the Book Entry Only System. Under the Book Entry Only System, interest payments and principal payments shall be paid to Cede & Co., or any successor nominee so designated by DTC, or its nominee's registered assigns in same-day funds no later than 2:30 p.m. (Eastern Time) on each interest or principal payment date (or in accordance with then existing arrangements between District and DTC). Payment Following Discontinuation of Book Entry Only System. If the Book Entry Only System is discontinued, the following shall apply: (1) Payment of interest due with respect to any Bond on any Interest Payment Date shall be made to the person appearing on the registration books of Trustee as the Owner thereof as of the Record Date immediately preceding the Interest Payment Date, such interest to be paid by check mailed by first class mail to such Owner at his address as it appears on such registration books.

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(2) The principal and redemption price, if any, with respect to the Bonds shall be payable in lawful money of the United States of America upon surrender when due at the designated corporate trust office of Trustee. (3) Interest and, if arrangements for surrender are made with Trustee, principal and redemption premium, if any, payable to any Owner of $1,000,000 or more in principal amount of Bonds shall be paid by wire transfer in immediately available funds to an account in the United States if the Owner makes a written request of Trustee at least twenty (20) days before the Interest Payment Date specifying the account address. The notice may provide that it shall remain in effect for subsequent interest payments until otherwise requested in a subsequent written notice. (4) Any interest on any Bond which is not punctually paid or duly provided for ("Defaulted Interest") shall forthwith cease to be payable to the Owner on the relevant Record Date solely by virtue of such Owner having been such Owner. Such Defaulted Interest shall thereupon be paid, together with interest thereon at the same rate per annum as such Defaulted Interest, by Trustee to the persons in whose names such Bonds are registered at the close of business on a Special Record Date for the payment of such portion of Defaulted Interest as may then be paid from the sources provided in the Bond Resolution. When Trustee has funds available to pay the Defaulted Interest and interest thereon, Trustee shall fix a Special Record Date for the payment of such Defaulted Interest and interest thereon which shall be not more than fifteen (15) nor less than ten (10) days prior to the date of the proposed payment by Trustee. Trustee shall promptly cause notice of the proposed payment of such Defaulted Interest and interest thereon and the Special Record Date therefor to be mailed, first class postage prepaid, to each Owner of a Bond at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. Notified of the proposed payment of such Defaulted Interest and interest thereon and the Special Record Date thereof having been made, such Defaulted Interest and interest thereon shall be paid to the persons in whose names the Bond are registered on such Special Record Date. Execution of Documents and Proof of Ownership. Any instrument required or permitted by the Bond Resolution to be signed or executed by Bond Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the ownership of Bonds shall be sufficient for any purpose of the Bond Resolution (except as otherwise provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in such jurisdictions, that the persons signing such instruments acknowledged before him the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of his authority. (b) The fact of the ownership of Bonds by any person and the amount, the maturity and numbers of such Bonds and date of his holding shall be proved on the registration books of Trustee. Trustee may accept any other evidence which Trustee may deem sufficient. Any request or consent of the Owner of any Bond shall bind every future Owner of the same Bond in respect of anything done or suffered to be done by Trustee in pursuance of such request or consent. Bond Register. Trustee will keep or cause to be kept at its designated corporate trust office, sufficient books for the registration and transfer of the Bonds which shall at all times during regular business hours be open to inspection by District and, upon presentation for such purpose, Trustee shall, under such reasonable regulations and with reasonable notice, as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds. Payment of Unclaimed Amounts. In the event any check for payment of interest on a Bond is returned to Trustee unendorsed or is not presented for payment within two (2) years from its payment date or any Bond is not presented for payment of principal at the maturity date, if funds sufficient to pay such interest or principal due upon such Bond shall have been made available to Trustee for the benefit of the Owner thereof, it shall be the duty of

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Trustee to hold such funds, without liability for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such funds for any claim of whatever nature relating to such Bond or amounts due thereunder. Trustee's obligation to hold such funds shall continue for two years and six months following the date on which such interest or principal payment became due, whether at maturity, or at the date fixed for redemption, or otherwise, at which time Trustee shall surrender such unclaimed funds so held to District, whereupon any claim of whatever nature by the Owner of such Bond arising under such Bond shall be made upon District. Acquisition Fund. Trustee shall establish the Acquisition Fund. Until the Completion Date, moneys in the Acquisition Fund shall be expended only for 2016A Bond Project Costs. Deposit with Depository Trustee. Trustee shall deposit net proceeds from the sale of the Series 2016B Refunding Bonds with the Depository Trustee pursuant to the Depository Trust Agreement to refund the certain of the District's prior bonds and to pay costs of issuance of the Series 2016B Refunding Bonds. Payment of 2016A Bond Project Costs. (a) The amounts held in the Acquisition Fund will be applied to the payment of the 2016A Bond Project Costs upon receipt of a duly executed Payment Request Form, certified to by District Representative. 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 (3) Business Days following submission of such Payment Request Form. Trustee shall apply moneys on deposit in the Acquisition Fund to reimburse District for any 2016A Bond Project Costs incurred or advanced by District within three (3) Business Days of receipt of a duly executed Reimbursement Request Form, duly certified by District Representative. (b) If the Payment Request Form is requesting final payment for a Contractor or Vendor, it shall so state thereon. Upon receipt of the Payment Request Form for the final payment for 2016A Bond Project Costs due to a Contractor or Vendor duly executed by District Representative, Trustee shall remit to the payee designated in the Payment Request Form the amount requested to be paid in such final Payment Request Form within three (3) Business Days. (c) 2016A Bond Project Costs will be paid directly to the Contractor, the Vendor or the payee named in the Payment Request Form unless the Contractor, the Vendor or District Representative request payment to be made to the Contractor, the Vendor or payee and another party jointly, in which case such cost shall be paid jointly. Transfers Upon Completion. On the Completion Date, all remaining moneys in the Acquisition Fund not otherwise needed to pay 2016A Bond Project Costs ("Excess Proceeds") shall be transferred to the Bond Fund and applied by Trustee to the interest and principal payments due from District on the next succeeding Interest Payment Dates. Establishment and Application of Costs of Issuance Fund. In connection with the Series 2016A Bonds, the Trustee shall establish the Costs of Issuance Fund. Amounts in the Costs of Issuance Fund shall be disbursed for Costs of Issuance of the Series 2016A Bonds. Disbursements from the Cost of Issuance Fund shall be made by Trustee upon receipt of a certificate requesting disbursement executed or approved by District Representative. On the earlier of July 1, 2016, or when all Costs of Issuance have been paid, Trustee shall transfer any amounts remaining in the Costs of Issuance Fund to the Bond Fund or the Acquisition Fund as directed by District. Each such certificate shall: (1) set forth the amounts to be disbursed for payment, or reimbursement of previous payments, of

Costs of Issuance and the person or persons to whom said amounts are to be disbursed; (2) state that the amounts to be disbursed constitute Costs of Issuance, were necessarily and

reasonably incurred, and are not being paid in advance of the time, if any, fixed for payment; and (3) state that no amount set forth in the certificate was included in any previous certificate

requesting disbursement from the Costs of Issuance Fund pursuant to the Bond Resolution. Series 2016B Refunding Bonds Costs of Issuance Payment by the Depository Trustee. With respect to the Costs of Issuance of the Series 2016B Refunding Bonds, proceeds of the Series 2016B Refunding Bonds will be

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deposited with the Depository Trustee in accordance with the Depository Trust Agreement and disbursed by the Depository Trustee pursuant to the District's disbursement instructions. Any amounts remaining on the date six (6) months following the date the Series 2016B Refunding Bonds are issued shall be transferred to the District and deposited to the Bond Fund and used to pay interest on the Series 2016B Refunding Bonds on the next succeeding interest payment date Application of Acquisition Fund Investment Earnings. Subject to provision for arbitrage rebate, any investment earnings on the moneys in the Acquisition Fund, shall be deposited in the Acquisition Fund to pay 2016A Bond Project Costs, except that, if directed to do so by District Representative, Trustee shall transfer, on or before each Interest Payment Date, all or a portion of such earnings to the Bond Fund to be applied and credited to pay principal and interest due on the Series 2016A Bonds. Payments by District. Subject to the limitation to payment from Gross Revenues, District shall be required to make payments of principal and interest, taking into account any funds on deposit in the Bond Fund as a credit towards any payment then due. Trustee, not less than ten (10) Business Days prior to each Payment Date, shall notify District of the amount required to be paid after taking interest earnings into account which will be transferred to the Bond Fund on or before such Payment Date. Establishment of Bond Fund. Trustee shall establish the Bond Fund as applicable to each of the Series 2016A Bonds and the Series 2016B Refunding Bonds. Moneys deposited in the Bond Fund shall be held in trust for the benefit of the Owners of Bonds and the Parity Obligations. So long as any Bonds are Outstanding, District shall have no beneficial right or interest in the Bond Fund or the moneys deposited therein, except only as provided in the Bond Resolution, and such moneys shall be used and applied by Trustee as set forth therein. Transfers of Investment Earnings to Bond Fund. Subject to provision for arbitrage rebate and for the Acquisition Fund in connection with the Series 2016A Bonds, Trustee shall, at least semiannually fifteen days prior to each Interest Payment Date, transfer any income or profit on the investment of moneys in the funds under the Bond Resolution to the Bond Fund or, at the direction of District Representative, the Acquisition Fund. Payment Pursuant to Financial Guaranty Insurance Policy. If a Financial Guaranty Insurance Policy shall be in full force and effect, District and Trustee agree to comply with the provisions as may be required by the Bond Insurer. Such requirements may be set forth in an insurance agreement approved and executed by the Vice President for Administrative Affairs. Separate Funds and Accounts. Monies and investments properly paid into and held in the funds and accounts, other than the Bond Fund, shall not be subject to the claims of the owners of any Parity Obligations. The owners of the Bonds shall have no claim or lien upon any monies or investments properly paid into and held in the funds and accounts established under the proceedings for any Parity Obligations other than any debt service fund. Pledge. Principal and interest on the Bonds are payable from a pledge of, and secured by a lien on, Gross Revenues as may be necessary for their prompt and punctual payment on parity with the pledge of Gross Revenues to the payments due on any Parity Obligations. Said pledge of, and lien on, the Gross Revenues is irrevocably made and created by District for the prompt and punctual payment of principal and interest due on the Bonds pursuant to the Bond Resolution. None of the Bonds or the Parity Obligations shall be entitled to priority or distinction in the application of the Gross Revenues. All of the Bonds or the Parity Obligations are co-equal as to the pledge of and lien on the Gross Revenues pledged for the payment thereof and share ratably, without preference, priority or distinction, as to the source or method of payment from Gross Revenues or security therefor. Protection of Lien. Trustee and District will not make or create or suffer to be made or created any assignment or lien having priority or preference over the assignment and lien granted under the Bond Resolution. Trustee and District will not issue any obligations the payment of which is secured by an equal claim on or interest in property or revenues pledged except in lieu of, or upon transfer of registration or exchange of, any Bond and except for Parity Obligations. Parity Obligations. District reserves the right to issue additional Parity Obligations payable from and secured by an equal lien on the Gross Revenues with the Bonds and for the purpose or purposes as specified by law, but no such additional Parity Obligations shall be issued unless all of the following conditions are met:

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(a) All deposits in the funds and accounts created under the Bond Resolution must be current. (b) A certificate of the Vice President for Administrative Affairs of District or other officer acting as chief fiscal officer of District shall have been received and placed on file with Trustee to evidence that the aggregate amount of Gross Revenues pledged and received by or on behalf of District during the Fiscal Year next preceding the date of issuance of any such additional Parity Obligations is at least equal to 200% of the Maximum Annual Debt Service Requirement (including such proposed Parity Obligations) for the Outstanding Bonds and any Parity Obligations for the Bond Years in which the Bonds or any Parity Obligations are Outstanding. If District issues Parity Obligations to refund the Bonds or one or more series of Parity Obligations, such refunded Bonds and Parity Obligations, to the extent they will no longer be Outstanding after the refunding, will be treated as not Outstanding for the purpose of determining the Annual Debt Service Requirement. (c) The obligation to make payments on the Parity Obligations from Gross Revenues shall not be subject to acceleration for any reason and such payments shall not be made immediately due and payable prior to their scheduled due date except as provided for optional and mandatory redemption. Parity Obligations may include any long term obligation or deferred payment for property including, without limitation, installment purchase or lease purchase agreements. The payments on installment purchase or lease purchase agreements shall be deemed to include a principal component and an interest component and references in the Resolution to the payment of principal, interest and premium shall include the payment of lease purchase or installment purchase payments. On or before the date of issuance of any Parity Obligations, District shall deliver to Trustee in writing a description of the Parity Obligations, the dates and amounts due thereon and shall further provide Trustee with a copy of the proceedings authorizing the Parity Obligations. The Series 2016B Refunding Bonds may be issued on parity with the Series 2016A Bonds. Held in Trust. The moneys and investments held by Trustee are irrevocably held in trust for the benefit of the Owners of the Bonds, and for the purposes specified, and such moneys, and any income or interest earned thereon, shall be expended only as provided in the Bond Resolution, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of District, Trustee or any Owner of Bonds. Investments Authorized. Upon written order of District Representative, moneys held by Trustee shall be invested and reinvested by Trustee, to the maximum extent practicable in Permitted Investments having the highest yield reasonably obtainable. In the absence of such direction, Trustee may invest or reinvest moneys it holds in the funds and accounts in investments described in paragraph (e) of the definition of Permitted Investments. District Representative may by written order filed with Trustee direct such investment in specific Permitted Investments. Such investments, if registrable, shall be registered in the name of Trustee and shall be held by Trustee. Trustee may purchase from, or sell to, itself or any affiliate, as principal or agent, any authorized investments. Accounting. Trustee shall furnish to District, not less than semiannually, an accounting (which may be in the form of its customary statement) of all investments made by Trustee. Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it. Allocation of Earnings. Subject to provision for arbitrage rebate and the Acquisition Fund, any net income or profit on such investments shall be deposited in or charged to the respective funds from which such investments were made, and any interest on any deposit of funds shall be deposited in the fund from which such deposit was made, except as otherwise provided. Valuation and Disposition of Investments. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued at Market Value, except that guaranteed investment contracts shall be valued at their principal amount payable. Trustee may sell at the best price obtainable, or present for redemption, any Permitted Investment so purchased by Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investment is credited, and Trustee shall not be liable or responsible for any loss resulting from such investment. Arbitrage Covenant. District will make no use of the proceeds of the Bonds or other moneys which would cause the Bonds to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Internal Revenue Code of 1986, as amended.

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Tax Covenants. District shall neither take nor fail to take any action, which action or failure to act is within its power and authority and would result in the interest income on the Bonds to become subject to inclusion in gross income for federal income tax purposes. Trustee shall establish a separate "Arbitrage Rebate Fund". The Arbitrage Rebate Fund shall be funded with earnings and profits from the investment of the Bond proceeds on an annual basis. District will compute, or engage professionals to compute, the amount of earnings which need to be deposited into the Arbitrage Rebate Fund no later than sixty (60) days before each anniversary of the issuance of the Bond. District shall provide Trustee with copies of such computations. No later than sixty (60) days after each fifth anniversary of the issuance of the Bond, upon receipt from District, Trustee shall file a completed Form 8038-T, and remit the payment required by Code Section 148(f)(3), as directed by District. Such payment shall be from moneys contained in the Arbitrage Rebate Fund. In addition, upon the payment or redemption of the last Bond, upon receipt from District, Trustee shall file, within sixty (60) days after the last redemption, a completed Form 8038-T and remit, as directed by District, the final payment as required by Code Section 148(f)(3). In the event there is insufficient moneys in the Arbitrage Rebate Fund to make a payment when due, District shall pay to Trustee from Gross Revenues or other money lawfully available therefor the amount necessary to provide Trustee with an amount sufficient to make such payment when due. Record Retention. Unless otherwise directed in writing by District Representative, Trustee shall maintain books and records showing the receipt, expenditure and investment of funds including investment earnings received or losses incurred so long as any Bonds are outstanding and for at least three years thereafter. Appointment of Trustee. U.S. Bank National Association is hereby appointed Trustee by District for the purpose of receiving all moneys required to be deposited with Trustee hereunder and to allocate, use and apply the same as provided in the Bond Resolution. District will maintain as Trustee a bank or trust company with a combined capital and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or State authority so long as any Bonds are outstanding. If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to then the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Trustee is hereby authorized to redeem the Bonds when duly presented for payment at maturity, or on redemption, and to cancel all Bonds upon payment thereof. Trustee shall keep accurate records of all funds administered by it and of all Bonds paid and discharged.

Trustee, and any other trustee with respect to any Parity Obligations, are authorized and directed to enter into such agreements as may be reasonable and appropriate between the trustees for the application of Gross Revenues and other amounts held in any funds or accounts hereunder or under the proceeds with respect to such Parity Obligations. Liability of Trustee; Standard of Care. The recitals of facts, covenants and agreements in the Bond Resolution and in the Bonds contained shall be taken as statements, covenants and agreements of District, and Trustee assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of the Bond Resolution or of the Bonds or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations in the Bond Resolution or in the Bonds assigned to or imposed upon them, respectively. The Trustee shall perform only such duties as are specifically set forth in the Bond Resolution and no implied covenants or obligations shall be read into the Resolution against the Trustee. After the occurrence of an Event of Default, the Trustee shall exercise such rights and powers vested in it, and use the same degree of care and skill as a prudent indenture trustee under the circumstances in the conduct of the Trustee's corporate trust business. Merger or Consolidation. Any company into which Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which Trustee may sell or transfer all or substantially all of its corporate trust business,

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provided that such company shall be eligible, shall be the successor to Trustee without the execution or filing of any paper or further act. Protection and Rights of Trustee. Trustee shall incur no liability in acting in good faith upon any instrument which it shall in good faith believe to be genuine and to have been passed or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of the Bond Resolution, and Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless such Bond shall be deposited with Trustee and satisfactory evidence of the ownership of such Bond shall be furnished to Trustee. Trustee may consult with counsel, who may be counsel to District with regard to legal questions and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it in good faith in accordance therewith. Whenever Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action, such matter (unless other evidence in respect thereof be specifically prescribed) shall be deemed to be conclusively proved and established by the certificate of District Representative and such certificate shall be full warranty to Trustee for any action taken or suffered under the provisions of the Bond Resolution upon the faith thereof, but in its discretion Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Trustee may become the Owner of the Bonds with the same rights it would have if it were not Trustee; may acquire and dispose of other bonds or evidence of indebtedness of District with the same rights it would have if it were not Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in principal amount of the Bonds then Outstanding. The recitals, statements and representations by District contained in the Bond Resolution or in the Bonds shall be taken and construed as made by and on the part of District and not by Trustee, and Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof. Trustee may execute any of its trusts or powers and perform its duties by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty, and Trustee shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. Trustee shall not be answerable for the exercise of any discretion or power under the Bond Resolution or for anything whatever in connection with the funds and accounts, except only for its own willful misconduct or negligence. No provision in the Bond Resolution shall require Trustee to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties. Trustee shall not be accountable for the use or application by District or any other party of any funds which Trustee has released in accordance with the terms of the Bond Resolution. Notwithstanding any provision in the Bond Resolution to the contrary, Trustee shall not be required to take notice or be deemed to have notice of an Event of Default, except an Event of Default for nonpayment, unless Trustee has actual notice thereof or is specifically notified in writing of such default by District or the Owners of at least twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding.

Compensation of Trustee. District shall from time to time, as agreed upon between District and Trustee, pay, or cause to be paid, to Trustee reasonable compensation for its services, and shall reimburse Trustee for all its advances and expenditures, including but not limited to advances to, and reasonable fees and expenses of, independent appraisers, accountants, consultants, counsel, agents and attorneys-at-law or other experts employed by it in the exercise and performance of its powers and duties under the Bond Resolution. The fees and reimbursement shall be pursuant to a schedule agreed to between Trustee and the Vice President for Administrative Affairs, which schedule may be amended in writing from time to time by District and Trustee.

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Removal of Trustee. District (but only if no Event of Default has occurred and is continuing), or the owners of a majority in aggregate principal amount of all Bonds Outstanding or the Bond Insurer, by written directive, at any time and for any reason, may remove Trustee and any successor thereto. Trustee may at any time resign by giving written notice to District and the Bond Insurer. Upon receiving such notice of resignation, District shall promptly appoint a successor trustee by an instrument in writing; provided, however, that in the event that District does not appoint a successor trustee within thirty (30) days following receipt of such notice of resignation, the resigning Trustee may petition the appropriate court having jurisdiction to appoint a successor trustee. Any resignation or removal of Trustee and appointment of a successor trustee shall become effective upon acceptance of appointment by the successor trustee. Upon such acceptance, the successor trustee shall mail notice thereof to the Bond Owners. Appointment of Agent. Trustee may appoint an agent or agents to exercise any of the powers, rights or remedies granted to Trustee under the Bond Resolution, and to hold title to property or to take any other action which may be desirable or necessary. Commingling. Trustee may commingle any of the funds held by it pursuant to the Bond Resolution in a separate fund or funds for investment purposes only; provided, however, that all funds or accounts held by Trustee thereunder shall be accounted for separately notwithstanding such commingling by Trustee. Records. Trustee shall keep complete and accurate records of all moneys received and disbursed under the Bond Resolution, which shall be available for inspection by District, or any of their agents, at any time during regular business hours. Trustee shall provide District Representative with semiannual reports of funds transactions and balances. Amendments Permitted. The Bond Resolution and the rights and obligations of the Owners of the Bonds may be modified or amended at any time by a supplemental resolution which shall become effective when the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as described below, shall have been filed with Trustee. No such modification or amendment shall (1) extend or have the effect of extending the fixed maturity of any Bond or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the redemption thereof, without the express consent of the Owner of such Bond, or (2) reduce or have the effect of reducing the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification of the Bond Resolution, or (3) modify any of the rights or obligations of Trustee without its written assent thereto. Any such supplemental resolution shall be effective upon the consent of the Bond Owners. The Bond Resolution and the rights and obligations of the Owners of the Bonds may be modified or amended at any time by a supplemental resolution, without the consent of any such Owners, but only (1) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power reserved to the District, (2) to cure, correct or supplement any ambiguous or defective provision, or (3) in regard to questions arising as the parties may deem necessary or desirable and which shall not adversely affect the interests of the Owners of the Bonds. Any such supplemental resolution shall become effective upon adoption by District and acceptance by Trustee. Procedure for Amendment With Written Consent of Bond Owners. A copy of the supplemental resolution, together with a request to the Bond Owners for their consent thereto, shall be mailed by Trustee to each Owner of a Bond, but failure to mail copies of such supplemental resolution and request shall not affect the validity of the supplemental resolution when assented to. Such supplemental resolution shall not become effective unless there shall be filed with Trustee the written consent of the Owners of a majority in principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as described below) and a notice shall have been mailed as provided. The consent of an Owner of a Bond shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given. Any such consent shall be binding upon the Owner of the Bond giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner

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giving such consent or a subsequent Owner by filing such revocation with Trustee prior to the date when the notice has been mailed. After the Owners of the required percentage shall have filed their consents to such supplemental resolution, Trustee shall mail a notice of the adoption thereof to the Owners (but failure to mail copies of said notice shall not affect the validity of such supplemental resolution or consents thereto). A record, consisting of the papers required to be filed with Trustee, shall be conclusive proof of the matters stated. Such supplemental resolution shall become effective upon the mailing of such last-mentioned notice, and such supplemental resolution shall be deemed conclusively binding upon the parties and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court setting aside such consent, legal action or equitable in a proceeding for such purpose commenced within such sixty (60) day period. Disqualified Bonds. Bonds owned or held by or for District or by any person directly or indirectly controlled by, or under direct or indirect common control with, District (except any Bonds held in any pension or retirement fund) shall not be deemed Outstanding for the purpose of any vote, consent, waiver or other action or any calculation of Outstanding Bonds provided for in the Bond Resolution, and shall not be entitled to vote upon, consent to, or take any other action provided for in the Bond Resolution. Effect of Supplemental Resolution. From and after the time any supplemental resolution becomes effective, the Bond Resolution shall be deemed to be modified and amended, the respective rights, duties and obligations of the parties thereto and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental resolution shall be deemed to be part of the terms and conditions of the Bond Resolution for any and all purposes. Endorsement or Replacement of Bonds Delivered After Amendments. Trustee may determine that Bonds delivered after the effective date of any action taken for amendment shall bear a notation, by endorsement or otherwise, in form approved by Trustee, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the office of Trustee, a suitable notation shall be made on such Bond. Trustee may determine that the delivery of substitute Bonds, so modified as in the opinion of Trustee is necessary to conform to such Bond Owners' action, which substitute Bonds shall thereupon be prepared, executed and delivered. In that case, upon demand of the Owner of any Bond then Outstanding, such substitute Bond shall be exchanged at the principal office of Trustee, without cost to such Owner, for a Bond of the same character then Outstanding, upon surrender of such Outstanding Bond. Amendatory Endorsement of Bonds. Any Bond Owner may accept any amendment as to the particular Bonds held by him, provided that proper notation thereof is made on such Bonds. Consent of the Bond Insurer. Any provision recognizing or granting rights in or to the Bond Insurer may not be amended in any manner which affects the rights of the Bond Insurer without the prior written consent of the Bond Insurer. The Bond Insurer may consent in lieu of the Owners for any modification or amendment except for any modification or amendment which would (1) extend or have the effect of extending the fixed maturity of any Bond or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the redemption thereof, without the express consent of the Owner of such Bond, or (2) reduce or have the effect of reducing the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification of the Bond Resolution. Adverse Effect on Owners. In determining whether the rights of the Owners will be adversely affected by any action taken pursuant to the terms and provisions of the Bond Resolution, Trustee shall consider the effect on the Owners as if there were no Financial Guaranty Insurance Policy. Performance of Covenants. District will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions on its part to be performed in the Bond Resolution, the Bonds and all proceedings of District pertaining thereto. Instruments of Further Assurance. District covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such instruments supplemental thereto and such further

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acts, instruments and transfers as Trustee may reasonably require for the better assuring, transferring, granting, conveying, pledging, assigning and confirming unto Trustee District's interest in and to the interests, revenues, assessments and receipts pledged hereby to the payment of the principal hereof, premium, if any, and interest on the Bonds in the manner and to the extent contemplated herein. General Covenants. So long as any of the Bonds are outstanding, District covenants and agrees: (a) That it will maintain and preserve and keep the Project in good repair, working order and condition so that the Project will at all times be available for maximum use and occupancy, and that it will at all times continuously operate and manage the Project in an efficient manner and at reasonable cost. (b) That proper books of records and accounts, separate from all other records and accounts of District, will be kept, in which complete and correct entries shall be made of all transactions relating to the acquisition and development of any portion of the 2016 Bond Project, that District will promptly assist and cooperate with the Auditor General of the State of Arizona in the conduct of any audit of District, and the audit report prepared by a certified public accountant or by the Auditor General of the State of Arizona reflecting in reasonable detail the financial condition of District for the previous fiscal year shall be furnished to Trustee, the Bond Insurer and to any holder of the Bonds upon written request of such holder not more than ten (10) days after receipt by District of such report. (c) That Trustee, the Bond Insurer and any holder or holders of the Bonds, or their agents duly authorized for that purpose, shall have the right at all reasonable times while the Bonds are Outstanding to inspect the Project and all records, accounts and data of District relating to the Project and Gross Revenues. (d) That the tuition, fees, charges, admissions, rentals chargeable to the occupants, students, faculty and others using and being served by, or having the right to use, or having the right to be served by District, shall be so fixed and revised from time to time and shall be so collected that the proceeds thereof shall be sufficient at all times to provide moneys sufficient to make all of the payments and deposits required to be made and to maintain the minimum balances specified in the Bond Resolution. Notification to District of Failure to Make Payments. Trustee shall notify District of any failure to make any payment required hereunder to be made to Trustee, in writing and within one (1) Business Day of any such failure. Such notice shall not be a prerequisite for the occurrence of an Event of Default hereunder. Contractual Obligations. The provisions of the Bond Resolution shall constitute a contract by and between District and Owners of the Bonds. Limited Liability of District. Except for the payment of principal and redemption premium, if any, on the Bonds from Gross Revenues when due in accordance with the Bond Resolution and the performance of the other covenants and agreements of District contained in the Bond Resolution, District shall have no pecuniary obligation or liability to any of the other parties or to the Owners of the Bonds with respect to the Bond Resolution, or the terms, execution, delivery or transfer of the Bonds, or the distribution of payments to the Owners by Trustee. District will have no obligation or liability to any of the other parties or to the Owners of the Bonds with respect to the performance by Trustee of any duty imposed upon it under the Bond Resolution. No Liability of District for Trustee Performance. District will have no obligation or liability to any of the other parties or to the Owners of the Bonds with respect to the performance by Trustee of any duty imposed upon it under the Bond Resolution. Opinion of Counsel. Before being required to take any action, Trustee may require an opinion of Independent Counsel acceptable to Trustee, which opinion shall be made available to the other parties upon request, which counsel may be counsel to any of the parties, or a verified certificate of any party, or both, concerning the proposed action. If it does so in good faith, Trustee shall be absolutely protected in relying thereon. Rights Held in Trust. Trustee holds in trust all of its rights in and to payment under the Bond Resolution. Events of Default. The following shall be an Event of Default:

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(1) the nonpayment of the whole or any part of any payment due at the time when the same is to be paid, (2) the violation by District of any other covenant or provision of the Bond Resolution, (3) the occurrence of an event of default with respect to any outstanding Parity Obligations, or (4) the insolvency or bankruptcy of District as the same may be defined under any law of the United States of America or the State of Arizona, or any voluntary or involuntary action of District or others to take advantage of, or to impose, as the case may be, any law for the relief of debtors or creditors, including a petition for reorganization, but only if such default has not been cured: (i) in the case of nonpayment of any payment, on the due date, or the nonpayment of

installment payments on their due dates with respect to any Parity Obligations; and (ii) in the case of the breach of any other covenant or provision of the Bond Resolution or of

any other agreement pertaining to Parity Obligations within sixty (60) days after notice in writing from Trustee specifying such default.

Remedy. Subject to control of the Bond Insurer, as described below, if an Event of Default shall happen, then and in each and every such case during the continuance of such Event of Default, Trustee may, and upon request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds and after being indemnified to its satisfaction from any liability or expense, shall, exercise one or more of the following remedies: (a) Trustee may proceed to protect and enforce its rights and the rights of the holders of the Bonds under the Bond Resolution by a suit in equity or at law, either for the specific performance of any covenant or agreement contained in the Bond Resolution, or in aid of the execution of any power granted in the Bond Resolution, or for the enforcement of any other appropriate legal or equitable remedy, as Trustee, being advised by counsel, may deem most effectual to protect and enforce any of the rights or interests under the Bonds, the Bond Resolution. All rights of action under the Bond Resolution or under any of the Bonds may be enforced by Trustee without the possession of any of the Bonds or the production thereof on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by Trustee shall be brought in its name as Trustee, and any recovery of judgment shall be for the ratable benefit of the holders of the Bonds. (b) Trustee, upon the bringing of a suit to enforce any of its rights, as a matter of right without notice and without giving bond to District or anyone claiming under them, may (i) have a receiver appointed of all the Gross Revenues which are pledged for the payment of the Bonds, pending such proceedings, with such powers as the Court making such appointment shall confer, and (ii) seek and obtain such injunctive relief as may be appropriate. Trustee is hereby appointed, and the successive respective Owners by taking and owning the Bonds, shall be conclusively deemed to have so appointed Trustee, the true and lawful attorney-in-fact of the respective Owners, with authority to make or file, in the respective names of the Owners or in behalf of all Owners as a class, any proof of debt, amendment to proof of debt, petition or other document; to receive payment of all sums becoming distributable on account thereof; to execute any and all acts and things for and in behalf of all Owners as a class, as may be necessary or advisable, in the opinion of Trustee, in order to have the respective claims of the Owners against District allowed in any equity receivership, insolvency, liquidation, bankruptcy or other proceedings to which District shall be a party. Trustee shall have full powers of substitution and delegation in respect of any such powers. There shall be no right under any circumstances to accelerate the maturities of the Bonds nor to declare any principal or interest payment not then past due or in default to be immediately due and payable. Application of Funds. All moneys collected following an Event of Default shall be applied by Trustee in the order following upon presentation of the several Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid:

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First, to the payment of the costs and expenses of Trustee and of the Bond Owners in declaring such Event of Default, including reasonable compensation to its or their agents, attorneys and counsel; Second, to the payment of the whole amount then owing and unpaid with respect to the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the applicable interest rate (but such interest on overdue installments of interest shall be paid only to the extent funds are available therefor following payment of principal and interest and interest on overdue principal, as aforesaid), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid with respect to the Bonds, then to the payment of such principal and interest allocating such payments (i) first to interest due and unpaid, ratably without preference or priority of any installment of unpaid interest over any other installment of unpaid interest, (ii) then to principal due and unpaid, ratably without preference or priority of any installment of unpaid principal over any other installment of unpaid principal, and (iii) then to interest on overdue interest, ratably without preference or priority of any installment over any other installment. Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of Bonds by a suit in equity or action at law for the specific performance of any covenant or agreement contained in the Bond Resolution. Non-Waiver. Nothing in the Bond Resolution or in the Bonds, shall affect or impair the obligation of District to pay the amounts due on the Bonds, or affect or impair the right of action, which is absolute and unconditional, of the Bond Owners to institute suit to enforce and collect such payment. No delay or omission of Trustee or of any Owner of any of the Bonds to exercise any right or power arising upon the happening of 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, and every power and remedy of Trustee or the Owners of Bonds may be exercised from time to time and as often as shall be deemed expedient by Trustee or the Bond Owners. Power of Trustee to Control Proceedings. In the event that Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, whether upon its own discretion or upon the request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, it shall have full power in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that Trustee shall not discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, without the consent of a majority in aggregate principal amount of the Bonds Outstanding. Limitation on Bond Owners' Right to Sue. No Owner of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Bond Resolution, unless (a) such Owner shall have previously given to Trustee written notice of the occurrence of an Event of Default; (b) the Owners of at least twenty-five percent (25%) in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon Trustee to exercise the powers granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to Trustee reasonable indemnity against the costs, expenses, and liabilities to be incurred in compliance with such request; and (d) Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, Trustee. Such notification, request, tender of indemnity and refusal or omission are conditions precedent to the exercise by any Owner of Bonds of any remedy; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to enforce any right under the Bond Resolution, except in the manner therein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the manner therein provided and for the equal benefit of all Owners of the Outstanding Bonds.

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The right of any Owner of any Bond to receive payment of principal and interest on said Owner's Bonds as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner. The Bond Insurer Control of Proceedings. Unless the Bond Insurer is in bankruptcy, receivership, insolvency or similar proceedings or is in default or is contesting its obligations under the Financial Guaranty Insurance Policy, (a) the Bond Insurer shall be entitled to control and direct enforcement of all rights and remedies granted to the Owners or Trustee for the benefit of the Owners under the Bond Resolution, (b) the Bond Insurer shall have the right to approve any reorganization or liquidation plan with respect to District and shall have the right to vote thereon on behalf of all Owners, and (c) the Bond Insurer shall also be entitled to approve all waivers of Events of Default. Defeasance. If and when all Outstanding Bonds shall be paid and discharged in any one or more of the following ways: (a) by paying or causing to be paid the principal of and interest and redemption premium (if any) with respect to all Bonds Outstanding, as and when the same become due and payable; (b) by depositing with a Depository Trustee, in trust for such purpose, at or before maturity, money which, together with the amounts then on deposit in the Bond Fund is fully sufficient to pay or cause to be paid all Bonds Outstanding, including all principal and interest and redemption premium, if any; (c) by depositing with a Depository Trustee, in trust for such purpose, any noncallable United States Obligations in such amount as shall be certified to Trustee and District by a national firm of certified public accountants acceptable to both Trustee and District, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Bond Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all Bonds (including all principal, interest and redemption premium, if any) at their respective maturity dates or prior redemption dates; notwithstanding that any Bonds shall not have been surrendered for payment, all obligations of Trustee and District with respect to all Outstanding Bonds shall cease and terminate, except only the obligation of Trustee to pay or cause to be paid, from funds deposited pursuant to paragraphs (b) and (c) above, to the Owners of the Bonds not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraphs (b) and (c), the Bonds shall continue to represent direct and proportionate interests of the Owners thereof in the amounts and investments so deposited. Any funds held by Trustee, at the time of one of the events described in paragraphs (a)-(c) above, which are not required for the payment to be made to Owners of the Bonds, shall be paid over to District. Any Bond or portion thereof in authorized denominations may be paid and discharged; provided, however, that if any such Bond or portion thereof is to be redeemed, notice of such redemption shall have been given or District shall have submitted to Trustee instructions expressed to be irrevocable as to the date upon which such Bond or portion thereof is to be redeemed and as to the giving of notice of such redemption; and provided further, that if any such Bond or portion thereof will not mature or be redeemed within sixty (60) days of the deposit referred to in paragraphs (b) and (c) above, Trustee shall give notice of such deposit by first class mail to the Owners. After provision for the Bonds has been made under (c) above, at the direction of District, all or any part of the United States Obligations held by Depository Trustee may be liquidated and the proceeds therefrom together with all or any portion of the moneys held by Depository Trustee may be used to acquire other United States Obligations which Depository Trustee shall hold provided that thereafter the moneys and United States Obligations held by Depository Trustee shall remain sufficient, as evidenced by a certificate of a national firm of certified public accountants to pay and discharge all Bonds (including all principal, interest and redemption premium, if any) at their respective maturity dates or prior redemption dates. No Bond may be so provided for and no liquidation or acquisition may be made if, as a result thereof, or of any other action in connection with which the provisions for payment of such Bond is made, the interest payable on any Bond is thereby made includable in gross income for federal income tax purposes. Trustee, Depository Trustee, and District may rely upon an opinion of nationally recognized bond counsel (which opinion may be based upon a

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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 any Bonds. In the event that the principal and/or interest due on the Bonds shall be paid by the Bond Insurer pursuant to the Financial Guaranty Insurance Policy, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by District, and the assignment and pledge and all covenants, agreements and other obligations of District to the registered Owners shall continue to exist and shall run to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered Owners. Depository Trustee shall be any bank or trust company, which may be Trustee, designated by District, with a combined capital and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or State of Arizona authority. Records. Trustee shall keep complete and accurate records of all moneys received and disbursed under the Bond Resolution, which shall be available for inspection by District, the Contractor and any Owner, or the agent of any of them, at any time during regular business hours. Covenant as to Conflict of Interest. A.R.S. Section 38-511 provides that District 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 District 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, District 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 District from any other party to the contract arising as a result of the contract. To be in compliance with this statute in the event it was held to be applicable to the Bond Resolution, Trustee hereby agrees that within three (3) years after the adoption and acceptance of the Bond Resolution, Trustee will not take any action or perform any act which would give District the right to cancel the Bond Resolution pursuant to the provisions of said A.R.S. Section 38-511. Consent of the Bond Insurer; Consent in Lieu of Owners'. Except as otherwise provided, the Bond Insurer's consent shall be required in lieu of Owners consent, when required, for the following purposes: (i) execution and delivery of any supplemental resolution; (ii) removal of Trustee or selection and appointment of any successor trustee; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires consent of the Owners. The Bond Insurer may consent in lieu of Owners for the execution and delivery of any supplemental resolution and such consent shall be deemed consent of a majority of the Owners. Default by the Bond Insurer. If any action is to be taken only with the consent or approval of the Bond Insurer, and at the time such consent or approval would otherwise be called for, the Bond Insurer is in bankruptcy, receivership, insolvency or similar proceedings or is in default of or is contesting its obligations under the Financial Guaranty Insurance Policy, then the consent or approval of the Bond Insurer shall not be required. If no Financial Guaranty Insurance Policy is in effect, then all references to the Financial Guaranty Insurance Policy and the Bond Insurer shall be deemed to be omitted from the Bond Resolution. Governing Law. The Bond Resolution shall be construed and governed in accordance with the laws of the State of Arizona. Binding Effect and Successors. The Bond Resolution shall be binding upon and inure to the benefit of District, Trustee, the Owners and their respective successors and assigns. The Bond Insurer as Third Party Beneficiary. To the extent that the Bond Resolution confers upon or gives or grants to the Bond Insurer any right, remedy or claim under or by reason of the Bond Resolution, the Bond Insurer is a third-party beneficiary thereof and may enforce any such right, remedy or claim conferred, given or granted thereunder. Parties Interested. Nothing in the Bond Resolution or the Bonds, expressed or implied, is intended or shall be construed to confer upon, or give or grant to, any person or entity, other than District, Trustee, the Bond

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Insurer and the registered Owners of the Bonds, any legal or equitable right, remedy or claim under or by reason of the Bond Resolution or any covenant, condition or stipulation thereof. Waiver of Notice. Whenever the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice. Severability of Invalid Provisions. If any provision of the Bond Resolution or of the Bonds shall be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of the Bond Resolution, and the Bond Resolution shall be construed as if such invalid or illegal or unenforceable provision had never been contained therein. District and Trustee declare that they would have adopted and consented to the Bond Resolution and each and every other section, paragraph, sentence, clause or phrase thereof and authorized the delivery of the Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of the Bond Resolution may be held illegal, valid or unenforceable.

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APPENDIX B

AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2015

The District neither requested nor obtained the consent of the State Auditor General to include their report

and the State Auditor General has performed no procedures subsequent to rendering their opinion on the financial statements.

The following audited general purpose financial statements are for the fiscal year ended June 30, 2015. These are the most recent audited annual general purpose financial statements available to the District. These financial statements may not represent the current financial conditions of the District. For discussions about such statements and the availability of other financial reports of the District, see “FINANCIAL CONDITION OF THE DISTRICT – Financial Reports and Examination of Accounts” herein.


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APPENDIX C

FORM OF APPROVING LEGAL OPINIONS

February__, 2016 GOVERNING BOARD COCHISE COUNTY COMMUNITY COLLEGE DISTRICT OF COCHISE COUNTY, ARIZONA We have examined the transcript of proceedings relating to the issuance by the Cochise County Community College District of Cochise County, Arizona (the “District”), of its $7,310,000 aggregate principal amount of Revenue Bonds, Series 2016A (the “Series 2016A Bonds”) issued pursuant to a resolution of the District adopted January 12, 2016 (the “Bond Resolution”). As to questions of fact material to our opinion, we have relied upon, and assumed due and continuing compliance with the provisions of, the proceedings and other documents, and have relied upon certifications, covenants and representations furnished to us without undertaking to verify the same by independent investigation, including, without limitation, those with respect to causing interest on the Series 2016A Bonds to be and remain excluded from gross income for federal income tax purposes. Based upon the foregoing, we are of the opinion, as of this date, which is the date of initial delivery of the Series 2016A Bonds against payment therefor, that: 1. The Bond Resolution has been duly authorized, executed and delivered by the District and is valid and binding upon and enforceable against the District. 2. The proceedings show lawful authority for this series of bonds under the Constitution and laws of the State of Arizona. The Series 2016A Bonds are valid and legally binding on the District; and the Series 2016A Bonds and all bonds and other obligations heretofore or hereafter issued on a parity therewith are payable exclusively from and enjoy a first lien on the tuitions, fees, rentals and other charges from students, faculty and others using or being served by, or having the right to use, or the right to be served by any classrooms and revenue producing projects, existing or hereafter constructed, held for and on behalf of the District and located in the District, all as provided in the Bond Resolution. 3. Under existing laws, regulations, rulings and judicial decisions, the interest income on the Series 2016A Bonds is excluded from gross income for the purpose of calculating federal income taxes and is exempt from Arizona income taxes. Interest income on the Series 2016A Bonds is not an item of tax preference to be included in computing the alternative minimum tax of individuals or corporations; such interest income must, however, be taken into account for federal income tax purposes as an adjustment to alternative minimum taxable income for certain corporations, which income is subject to federal alternative minimum tax. The Series 2016A Bonds are not private activity bonds within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the “Code”). We express no opinion regarding other federal tax consequences arising with respect to the Series 2016A Bonds. The Code imposes various restrictions, conditions and requirements relating to the continued exclusion of interest income on the Series 2016A Bonds from gross income for federal income tax purposes, including a requirement that the District rebate to the federal government certain of the investment earnings with respect to the Series 2016A Bonds. Failure to comply with such restrictions, conditions and requirements could result in the interest income on the Series 2016A Bonds being included as gross income for federal income tax purposes from their date of issuance. The District has covenanted to comply with the restrictions, conditions and

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requirements of the Code necessary to preserve the tax-exempt status of the Series 2016A Bonds. For purposes of this opinion we have assumed continuing compliance by the District with such restrictions, conditions and requirements. The rights of the owners of the Series 2016A Bonds and the enforceability of those rights may be subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and the enforcement of those rights may be subject to the exercise of judicial discretion in accordance with general principles of equity. GUST ROSENFELD P.L.C.

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February__, 2016 GOVERNING BOARD COCHISE COUNTY COMMUNITY COLLEGE DISTRICT OF COCHISE COUNTY, ARIZONA We are bond counsel to the Cochise County Community College District of Cochise County, Arizona (the "District"), and in such capacity have examined the transcript of proceedings relating to the issuance by the Cochise County Community College District of Cochise County, Arizona (the "District"), of its $14,675,000 principal amount of Revenue Refunding Bonds, Series 2016B (the "Series 2016B Bonds") dated as of _________, 2015, issued pursuant to a resolution of the District adopted January 12, 2016 (the "Bond Resolution"). The Series 2016B Bonds have been issued to retire prior bonds of the District and a prior lease-purchase agreement pursuant to the terms of a Depository Trust Agreement dated as of February 1, 2016 (the "Depository Trust Agreement"), by and between the District and the Trustee, as depository trustee. In connection with our engagement as Bond Counsel, we have examined the law and such documents as we have deemed necessary to render this opinion, including without limitation, an executed counterpart of the Resolution of the District adopted on January 12, 2016. As to questions of fact material to our opinion, we have relied upon, and assumed due and continuing compliance with the provisions of, the proceedings and other documents, and have relied upon certifications, covenants and representations furnished to us without undertaking to verify the same by independent investigation, including, without limitation, those with respect to causing interest on the Series 2016B Bonds to be and remain excluded from gross income for federal income tax purposes. Based upon the foregoing, we are of the opinion that, under the law existing on the date of this opinion: 1. The District is duly organized and validly existing pursuant to the laws of the State of Arizona, is designated by law as a political subdivision of the State of Arizona, and has all requisite power to execute and deliver, to perform its obligations pursuant to the Series 2016B Bonds Resolution and to issue the Series 2016B Bonds. 2. The Bond Resolution has been duly authorized, executed and delivered by the District and is valid and binding upon and enforceable against the District. 3. The proceedings show lawful authority for this series of bonds under the Constitution and laws of the State of Arizona. The Series 2016B Bonds have been duly authorized, issued and delivered by the District and are valid and legally binding on the District; and the Series 2016B Bonds and all bonds and other obligations heretofore or hereafter issued on a parity therewith are payable exclusively from and enjoy a first lien on the tuitions, fees, rentals and other charges from students, faculty and others using or being served by any classrooms and revenue producing projects, existing or hereafter constructed, held for and on behalf of the District and located in the District, all as provided in the Bond Resolution. 4. Under existing laws, regulations, rulings and judicial decisions, the interest on the Series 2016B Bonds is excluded from gross income for the purpose of calculating federal income taxes and is exempt from Arizona income taxes. Interest income on the Series 2016B Bonds is not an item of tax preference to be included in computing the alternative minimum tax of individuals or corporations; such interest must, however, be taken into account for federal income tax purposes as an adjustment to current earnings for certain corporations for purposes of calculating the alternative minimum taxable income, which income is subject to federal alternative minimum tax. The Series 2016B Bonds are not private activity bonds within the meaning of Section 141 of the Internal Revenue

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Code of 1986, as amended (the "Code"). We express no opinion regarding other federal tax consequences arising with respect to the Series 2016B Bonds. The Code imposes various restrictions, conditions and requirements relating to the continued exclusion of interest income on the Series 2016B Bonds from gross income for federal income tax purposes, including a requirement that the District rebate to the federal government certain of the investment earnings with respect to the Series 2016B Bonds. Failure to comply with such restrictions, conditions and requirements could result in the interest income on the Series 2016B Bonds being included as gross income for federal income tax purposes from their date of issuance. The District has covenanted to comply with the restrictions, conditions and requirements of the Code necessary to preserve the tax-exempt status of the Series 2016B Bonds. For purposes of this opinion we have assumed continuing compliance by the District with such restrictions, conditions and requirements. The rights of the owners of the Series 2016B Bonds and the enforceability of those rights are subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity. GUST ROSENFELD P.L.C.

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APPENDIX D

FORM OF CONTINUING DISCLOSURE CERTIFICATE


$7,310,000

REVENUE BONDS, SERIES 2016A

$14,675,000 REVENUE REFUNDING BONDS,

SERIES 2016B

CONTINUING DISCLOSURE CERTIFICATE (CUSIP Base No. 191315)

This Continuing Disclosure Certificate (this “Disclosure Certificate”) is undertaken by Cochise County Community College District of Cochise County, Arizona (the “District”) in connection with the issuance of $7,310,000 Revenue Bonds, Series 2016A and $14,675,000 Revenue Refunding Bonds, Series 2016B (collectively, the “Bonds”). In consideration of the initial sale and delivery of the Bonds, the District covenants as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is for the benefit of the Bondholders and in order to assist the Participating Underwriter (as defined herein) in complying with the Rule (as defined herein). Section 2. Definitions. Any capitalized term used herein shall have the following meanings, unless otherwise defined herein: “Annual Report” shall mean the annual report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Bondholder” shall mean any registered owner or beneficial owner of the Bonds. “Bond Counsel” shall mean Gust Rosenfeld P.L.C. or such other nationally recognized bond counsel as may be selected by the District. “Dissemination Agent” shall mean the District, or any person designated in writing by the District as the Dissemination Agent. “EMMA” shall mean the Electronic Municipal Market Access system, or any successor thereto approved by the United States Securities and Exchange Commission, as a repository for municipal continuing disclosure information pursuant to the Rule. “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board, or any successor thereto. “Official Statement” shall mean the final official statement dated February 3, 2016 relating to the Bonds. “Participating Underwriter” shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

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Section 3. Provision of Annual Reports. (a) The District shall, or shall cause the Dissemination Agent to, not later than March 1 of each year (the “Filing Date”), commencing March 1, 2017, provide electronically to MSRB, in a format prescribed by MSRB, an Annual Report for the fiscal year ending on the preceding June 30 which is consistent with the requirements of Section 4 of this Disclosure Certificate. Currently, filings are required to be made with EMMA. Not later than fifteen (15) business days prior to such Filing Date, the District shall provide the Annual Report to the Dissemination Agent (if other than the District). (b) If the District is unable or for any reason fails to provide electronically to EMMA an Annual Report or any part thereof by the Filing Date required in subsection (a) above, the District shall, in a timely matter, send a notice to EMMA in substantially the form attached as Exhibit A not later than the Filing Date. (c) If the District's audited financial statements are not submitted with the Annual Report and the District fails to provide to EMMA a copy of its audited financial statements within 30 days of receipt thereof by the District, then the District shall, in a timely matter send a notice to EMMA in substantially the form attached as Exhibit B. (d) The Dissemination Agent shall: (i) Determine each year prior to the date(s) for providing the Annual Report and audited financial statements the proper electronic filing address of EMMA, and (ii) If the Dissemination Agent is other than the District, file a report or reports with the District certifying that the Annual Report and audited financial statements, if applicable, have been provided pursuant to this Disclosure Certificate, stating the date such information was provided and listing where it was provided. Section 4. Content of Annual Reports. (a) The Annual Report may be submitted as a single document or as separate documents comprising an electronic package, and may incorporate by reference other information as provided in this Section, including the audited financial statements of the District; provided, however, that if the audited financial statements of the District are not available at the time of the filing of the Annual Report, the District shall file unaudited financial statements of the District with the Annual Report and, when the audited financial statements of the District are available, the same shall be submitted to EMMA within 30 days of receipt by the District. (b) The District's Annual Report shall contain or incorporate by reference the following: (i) Type of Financial and Operating Data to be Provided: (A) Subject to the provisions of Sections 3 and 4(a) hereof, annual audited financial statements for the District. (B) Annually updated financial information and operating data of the type contained in the following tables of the Official Statement: Table 1 - Schedule of Gross Revenues; and Table 3 – Total Enrollment and Full Time Student Equivalents Enrollment. (C) In the event of an amendment pursuant to Section 8 hereof not previously described in an Annual Report, an explanation, in narrative form, of the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided and, if the amendment is made to the accounting principles to be followed, a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles, including a qualitative discussion of the differences, and the impact on the presentation and, to the extent feasible, a quantitative comparison.

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(ii) Accounting Principles Pursuant to Which Audited Financial Statements Shall Be Prepared: The audited annual financial statements shall be prepared in accordance with generally accepted accounting principles and state law requirements as are in effect from time to time. A more complete description of the accounting principles currently followed in the preparation of the District's audited annual financial statements is contained in Note 1 of the audited financial statements included within the Official Statement. (c) Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the District or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from EMMA. The District shall clearly identify each such other document so incorporated by reference. Section 5. Reporting of Listed Events. This Section 5 shall govern the giving of notices by the District of the occurrence of any of the following events with respect to the Bonds. The District shall in a timely manner, not in excess of ten business days after the occurrence of the event, provide notice of the following events with EMMA: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service (the “IRS”) of proposed or

final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

(7) Modifications to rights of Bondholders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the District; (13) The consummation of a merger, consolidation, or acquisition involving the District or the sale

of all or substantially all of the assets of the District, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.

“Materiality” will be determined in accordance with the applicable federal securities laws.

Note to Section 5(12): For the purposes of the event identified in Section 5(12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the District in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the District, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the District.

Section 6. Termination of Reporting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. Such termination shall not terminate the obligation of the District to give notice of such defeasance or prior redemption.

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Section 7. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. Section 8. Amendment. Notwithstanding any other provision of this Disclosure Certificate, the District may amend this Disclosure Certificate if: (a) The amendment is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in identity, nature or status of the District, or the type of business conducted; (b) This Disclosure Certificate, as amended, would, in the opinion of Bond Counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment does not materially impair the interests of Bondholders, as determined by Bond Counsel. Notice of amendment to the accounting principles shall be sent within 30 days to EMMA. Section 9. Filing with EMMA. The District shall, or shall cause the Dissemination Agent to, electronically file all items required to be filed with EMMA. Section 10. Additional Information. If the District chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the District to comply with any provision of this Disclosure Certificate, any Bondholder may seek specific performance by court order to cause the District to comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance and such failure shall not constitute a default under the Bonds or the resolution authorizing the Bonds. Section 12. Compliance by District. The District hereby covenants to comply with the terms of this Disclosure Certificate. The District expressly acknowledges and agrees that compliance with the undertaking contained in this Disclosure Certificate is its sole responsibility and the responsibility of the Dissemination Agent, if any, and that such compliance, or monitoring thereof, is not the responsibility of, and no duty is present with respect thereto for, the Participating Underwriter or Bond Counsel. Section 13. Subject to Appropriation. Pursuant to Arizona law, the District's undertaking to provide information under this Disclosure Certificate is subject to appropriation to cover the costs of preparing and sending the Annual Report and notices of Listed Events to EMMA. Should funds that would enable the District to provide the information required to be disclosed hereunder not be appropriated, then notice of such fact will be made in a timely manner to EMMA in the form of Exhibit C attached hereto. Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriter and the Bondholders, and shall create no rights in any other person or entity.

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Section 15. Governing Law and Interpretation of Terms. This Disclosure Certificate shall be governed by the law of the State of Arizona and any action to enforce this Disclosure Certificate must be brought in an Arizona state court. The terms and provisions of this Disclosure Certificate shall be interpreted in a manner consistent with the interpretation of such terms and provisions under the Rule and the federal securities law. Date: _________, 2016 COCHISE COUNTY COMMUNITY COLLEGE

DISTRICT OF COCHISE COUNTY, ARIZONA By ______________________________________ Its ________________________________

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EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Cochise County Community College District of Cochise County, Arizona Name of Bond Issue: $7,310,000 Revenue Bonds, Series 2016A and $14,675,000 Revenue Refunding Bonds, Series 2016B Dated Date of Bonds: February 25, 2016 CUSIP: 191315 NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report with respect to the above-named Bonds as required by Section 3(a) of the Disclosure Certificate dated ________________, 2016. The District anticipates that the Annual Report for fiscal year ended June 30, _____ will be filed by ______________________. Dated: ______________ Cochise County Community College District of Cochise County, Arizona

By_______________________________________________ Its ________________________________________

-------------------------------------------------------------------------------------------------------------------------------------------- EXHIBIT B

NOTICE OF FAILURE TO FILE AUDITED FINANCIAL STATEMENTS

Name of Issuer: Cochise County Community College District of Cochise County, Arizona Name of Bond Issue: $7,310,000 Revenue Bonds, Series 2016A and $14,675,000 Revenue Refunding Bonds, Series 2016B Dated Date of Bonds: February 25, 2016 CUSIP: 191315 NOTICE IS HEREBY GIVEN that the District failed to provide its audited financial statements with its Annual Report or, if not then available, within 30 days of receipt as required by Section 4(a) of the Disclosure Certificate dated_____________, 2016, with respect to the above-named Bonds. The District anticipates that the audited financial statements for the fiscal year ended June 30, ____ will be filed by ______________________. Dated: ______________ Cochise County Community College District of Cochise County, Arizona

By_______________________________________________ Its ________________________________________

-------------------------------------------------------------------------------------------------------------------------------------------- EXHIBIT C

NOTICE OF FAILURE TO APPROPRIATE FUNDS

Name of Issuer: Cochise County Community College District of Cochise County, Arizona Name of Bond Issue: $7,310,000 Revenue Bonds, Series 2016A and $14,675,000 Revenue Refunding Bonds, Series 2016B Dated Date of Bonds: February 25, 2016 CUSIP: 191315 NOTICE IS HEREBY GIVEN that the District failed to appropriate funds necessary to perform the undertaking required by the Disclosure Certificate dated_____________, 2016. Dated: ______________ Cochise County Community College District of Cochise County, Arizona

By_______________________________________________ Its ________________________________________

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APPENDIX E

COCHISE COUNTY, ARIZONA DEMOGRAPHIC AND ECONOMIC INFORMATION

The following information concerning Cochise County, Arizona (the “County”), is for background information only. The boundaries of the District are coterminous with those of the County. The Bonds are not obligations of the County. The Bonds are special, limited obligations of the District payable solely from the sources described herein under the heading “SECURITY AND SOURCE OF PAYMENT.”

General Information The County is situated in the southeast corner of Arizona and forms the southeast border of the State with New Mexico bordering in the East and the Republic of Mexico bordering on the South. The County encompasses approximately 6,215 square miles and the 2010 Census shows an estimated population of 131,436. The County is the eighth largest county in Arizona in terms of population. Located within the County are the cities of Sierra Vista, Douglas, Bisbee, Benson, Tombstone and Willcox and the Town of Huachuca City. The City of Bisbee is the County seat. The following table illustrates respective population statistics for the State of Arizona, the County and certain cities located in Cochise County.

The following table displays the population statistics for the County and Arizona.

Populations Statistics

City of Sierra Vista

City of Douglas

City of Bisbee

Cochise County

State of Arizona

2015 Estimate (a) 44,183 16,956 5,297 129,112 6,758,251 2010 Census 45,047 17,410 5,560 131,436 6,401,569 2000 Census 37,775 14,312 6,090 117,775 5,130,632 1990 Census 32,983 13,137 6,288 97,624 3,665,228 1980 Census 24,370 13,058 7,154 85,686 2,718,425 (a) As of July 1, 2015.

Source: Arizona Department of Commerce, Research Administration.

Economy and Employment The economy of the County is based on farming, ranching, tourism and military operations. The table below shows comparative employment statistics for the County, Arizona and the United States.

Comparative Employment Statistics

Sierra Vista-Douglas MSA (a) Unemployment Rate Calendar

Year Average

Employment Average

Unemployment Cochise

County (b) State of

Arizona (c) United States

2015 47,101 3,800 7.5% 6.2% 5.3% 2014 46,669 4,304 8.4% 6.9% 6.2% 2013 46,694 4,622 9.0% 7.8% 7.4% 2012 49,013 4,823 9.0% 8.4% 8.1% 2011 50,561 5,328 9.5% 9.5% 8.9% 2010 51,698 5,336 9.3% 10.4% 9.6%

(a) Data is through September 2015. (b) Data is not seasonally adjusted, and is through September 2015. (c) Data is seasonally adjusted, and is through August 2015.

Source: Arizona Department of Administration; Office of Employment and Population Statistics.

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Historically, the principal economic activities within the County have centered on agriculture and livestock, government employers and tourism, however, manufacturing activity is increasing in the County. For example, the City of Douglas, which is a gateway to Mexico City and Guadalajara because of its location on the U.S. – Mexico border, has made international commerce an important facet of the County economy. The following table shows a breakdown of the County’s total wage and salary employment by major industry.

Wage and Salary Employment Cochise County, Arizona

2010 2011 2012 2013 2014 2015 (a) Goods Producing

Mining and Construction 1,600 1,400 1,400 1,200 1,200 1,100 Manufacturing 600 600 600 500 600 500

Service-Providing Trade, Transportation and Utilities 6,100 6,200 6,100 6,000 6,100 6,200 Information 600 600 400 400 400 300 Financial Activities 900 900 1,000 1,000 1,000 900 Professional and Business Services 5,800 5,300 4,500 4,300 4,300 4,300 Educational and Health Services 4,300 4,500 4,900 4,600 4,500 4,500 Leisure and Hospitality 4,000 4,000 3,800 3,800 3,800 3,900 Other Services 900 1,000 1,000 900 900 900 Government 12,600 12,700 12,500 12,100 11,800 11,500

37,400 37,200 36,200 34,800 34,600 34,100 (a) Data is not seasonally adjusted, and is through September 2015. Source: Arizona Department of Administration; Office of Employment and Population Statistics; Current

Employment Statistics (CES) tables. Government The government sector is a significant source of employment in the County. Federal, State and local government offices are located in Bisbee, the County seat. As of 2015, the total average employment for this sector was 11,500, a decrease of nearly 9% or 1,100 jobs since 2010. Commerce Another sector which contributes to the County economy is the retail sector. The table below shows the retail sales for the County:

Cochise County Retail Sales (a)

Year Amount2015 (b) $ 781,500,211

2014 805,853,699 2013 821,278,541 2012 765,346,714 2011 738,530,377 2010 715,371,012

(a) Excludes food and gasoline sales. (b) Data through November 30, 2015. Retail sales for similar period in 2014 were $733,256,071.

Source: Arizona Department of Revenue.

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Agriculture The excellent year-round climate and fertile basins of the County account for the production of alfalfa, cotton, grains and vegetables. Agriculture is one of the major contributions to the County’s economy. Tourism Tourism is also a contributor to the County’s economy. Located within the County is the City of Tombstone which is famous for the Gunfight at the OK Corral and its old Cochise County Courthouse, now a State historical museum, and the Amerind Foundation Museum, a renowned museum of Indian culture and artifacts. The National Forest Service operates campgrounds and picnic areas in the Huachuca, Chiricahua and Dragoon Mountains which offer well marked hiking trails. Two bird sanctuaries open to the public include Ramsey Canyon Preserve, just south of Sierra Vista, which features more than 200 species of hummingbirds, and the San Pedro Riparian National Conservation Area. The Coronado National Monument commemorates the first European expedition into the American Southwest and includes Cochise Stronghold, the burial place of Cochise and the spot where Cochise sought refuge from the U.S. Cavalry. Fort Huachuca is the only one of Arizona’s old posts still used by the active Army. Fort Huachuca has a museum, and has been designated a National Historic Site. Kartchner Cavern, a limestone cave with approximately two and one-half miles of passages, was discovered in 1974 and is now a popular Arizona State Park. Banking

The following table illustrates bank deposits with participating banks within the County.

Cochise County Bank Deposits

Year Amount 2015 $1,134,000,000 2014 1,148,000,000 2013 1,118,000,000 2012 1,082,000,000 2011 1,034,000,000

(a) Data collected through June 30, 2015. Source: Federal Deposit Insurance Corporation.


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APPENDIX F

BOOK-ENTRY-ONLY SYSTEM

This information concerning DTC and DTC’s book-entry system has been obtained from DTC and the District takes no responsibility for the accuracy thereof. The Beneficial Owners (defined below) should confirm this information with DTC or the DTC participants.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S., equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S., securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Securities Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants” and together with the Direct Participants, the “Participants”). DTC has Standard & Poor’s rating of: “AA+.” The DTC Rules applicable to its Direct Participants and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchase of the Bonds under the DTC system must be made by or through Direct Participants, who will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct Participant’s and Indirect Participant’s records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participant or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interest in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all the Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding

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the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and Paying Agent and request that copies of notices be provided directly to them.

Redemption notices of the Bonds shall be sent to DTC. If less than all of the Bonds are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Bond Registrar and Paying Agent as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payment of principal of and interest on the Bonds, and the redemption price of any Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of and information funds and corresponding detail information from the Bond Registrar and Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Direct Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of such Direct Participants and Indirect Participants and not of DTC (or its nominee) or the Bond Registrar and Paying Agent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest on the Bonds, and the redemption price of any Bonds will be made to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Bond Registrar and Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of Direct Participants and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Bond Registrar and Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, physical Bonds are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, physical Bonds will be printed and delivered.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.

APPENDIX G

SPECIMEN MUNICIPAL BOND INSURANCE POLICY


MUNICIPAL BOND INSURANCE POLICY

ISSUER: [NAME OF ISSUER]

MEMBER: [NAME OF MEMBER]

Policy No: _____

BONDS: $__________ in aggregate principal amount of [NAME OF TRANSACTION] [and maturing on]

Effective Date: _________

Risk Premium: $__________ Member Surplus Contribution: $ _________

Total Insurance Payment: $_________

BUILD AMERICA MUTUAL ASSURANCE COMPANY (“BAM”), for consideration received, hereby UNCONDITIONALLY

AND IRREVOCABLY agrees to pay to the trustee (the “Trustee”) or paying agent (the “Paying Agent”) for the Bonds named above (as set forth in the documentation providing for the issuance and securing of the Bonds), for the benefit of the Owners or, at the election of BAM, directly to each Owner, subject only to the terms of this Policy (which includes each endorsement hereto), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer.

On the later of the day on which such principal and interest becomes Due for Payment or the first Business Day following the Business Day on which BAM shall have received Notice of Nonpayment, BAM will disburse (but without duplication in the case of duplicate claims for the same Nonpayment) to or for the benefit of each Owner of the Bonds, the face amount of principal of and interest on the Bonds that is then Due for Payment but is then unpaid by reason of Nonpayment by the Issuer, but only upon receipt by BAM, in a form reasonably satisfactory to it, of (a) evidence of the Owner’s right to receive payment of such principal or interest then Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the Owner’s rights with respect to payment of such principal or interest that is Due for Payment shall thereupon vest in BAM. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day; otherwise, it will be deemed received on the next Business Day. If any Notice of Nonpayment received by BAM is incomplete, it shall be deemed not to have been received by BAM for purposes of the preceding sentence, and BAM shall promptly so advise the Trustee, Paying Agent or Owner, as appropriate, any of whom may submit an amended Notice of Nonpayment. Upon disbursement under this Policy in respect of a Bond and to the extent of such payment, BAM shall become the owner of such Bond, any appurtenant coupon to such Bond and right to receipt of payment of principal of or interest on such Bond and shall be fully subrogated to the rights of the Owner, including the Owner’s right to receive payments under such Bond. Payment by BAM either to the Trustee or Paying Agent for the benefit of the Owners, or directly to the Owners, on account of any Nonpayment shall discharge the obligation of BAM under this Policy with respect to said Nonpayment.

Except to the extent expressly modified by an endorsement hereto, the following terms shall have the meanings specified for all purposes of this Policy. “Business Day” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer’s Fiscal Agent (as defined herein) are authorized or required by law or executive order to remain closed. “Due for Payment” means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity (unless BAM shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration) and (b) when referring to interest on a Bond, payable on the stated date for payment of interest. “Nonpayment” means, in respect of a Bond, the failure of the Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for payment in full of all principal and interest that is Due for Payment on such Bond. “Nonpayment” shall also include, in respect of a Bond, any payment made to an Owner by or on behalf of the Issuer of principal or interest that is Due for Payment, which payment has been recovered from such Owner pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction. “Notice” means delivery to BAM of a notice of claim and certificate, by certified mail, email or telecopy as set forth on the attached Schedule or other acceptable electronic delivery, in a form satisfactory to BAM, from and signed by an Owner, the Trustee or the Paying Agent, which notice shall specify (a) the person or entity making the claim, (b) the Policy Number, (c) the claimed amount, (d) payment instructions and (e) the date such claimed amount becomes or became Due for Payment. “Owner” means, in respect of a Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to payment thereof, except that “Owner” shall not include the Issuer, the Member or any other person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds.

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BAM may appoint a fiscal agent (the “Insurer’s Fiscal Agent”) for purposes of this Policy by giving written notice to the Trustee, the Paying Agent, the Member and the Issuer specifying the name and notice address of the Insurer’s Fiscal Agent. From and after the date of receipt of such notice by the Trustee, the Paying Agent, the Member or the Issuer (a) copies of all notices required to be delivered to BAM pursuant to this Policy shall be simultaneously delivered to the Insurer’s Fiscal Agent and to BAM and shall not be deemed received until received by both and (b) all payments required to be made by BAM under this Policy may be made directly by BAM or by the Insurer’s Fiscal Agent on behalf of BAM. The Insurer’s Fiscal Agent is the agent of BAM only, and the Insurer’s Fiscal Agent shall in no event be liable to the Trustee, Paying Agent or any Owner for any act of the Insurer’s Fiscal Agent or any failure of BAM to deposit or cause to be deposited sufficient funds to make payments due under this Policy.

To the fullest extent permitted by applicable law, BAM agrees not to assert, and hereby waives, only for the benefit of each Owner, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to BAM to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy. This Policy may not be canceled or revoked.

This Policy sets forth in full the undertaking of BAM and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto. Except to the extent expressly modified by an endorsement hereto, any premium paid in respect of this Policy is nonrefundable for any reason whatsoever, including payment, or provision being made for payment, of the Bonds prior to maturity. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. THIS POLICY IS ISSUED WITHOUT CONTINGENT MUTUAL LIABILITY FOR ASSESSMENT.

In witness whereof, BUILD AMERICA MUTUAL ASSURANCE COMPANY has caused this Policy to be executed on its behalf by its Authorized Officer.

BUILD AMERICA MUTUAL ASSURANCE COMPANY By: _______________________________________ Authorized Officer

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Notices (Unless Otherwise Specified by BAM) Email: [email protected] Address: 1 World Financial Center, 27th floor 200 Liberty Street New York, New York 10281 Telecopy: 212-962-1524 (attention: Claims)