Resolution

RESOLUTION NO. R22-02-02
RESOLUTION OF THE MAYOR AND COUNCIL OF CITY OF
EL MIRAGE, ARIZONA, (1) PROVIDING FOR THE SALE
AND ISSUANCE OF CITY OF EL MIRAGE, ARIZONA
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2022
AND FOR THE ANNUAL LEVY OF A TAX FOR THE
PAYMENT OF THE BONDS; (2) APPROVING THE FORM
AND AUTHORIZING THE EXECUTION AND DELIVERY OF
NECESSARY AGREEMENTS, INSTRUMENTS AND
DOCUMENTS RELATED TO THE SALE AND ISSUANCE OF
THE BONDS; (3) DELEGATING AUTHORITY TO THE
MAYOR, THE MANAGER, THE DEPUTY CITY MANAGER
AND THE FINANCE DIRECTOR OF THE CITY TO
DETERMINE CERTAIN MATTERS AND TERMS WITH
RESPECT TO THE FOREGOING AS WELL AS CERTAIN
MATTERS WITH RESPECT TO CERTAIN BONDS BEING
REFUNDED WITH THE PROCEEDS OF THE SALE OF THE
BONDS; AND (4) AUTHORIZING THE TAKING OF ALL
OTHER ACTIONS NECESSARY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION
AND RATIFYING ALL ACTIONS TAKEN TO FURTHER
THIS RESOLUTION
WHEREAS, the Mayor and Council (the “Council”) of the City of El Mirage,
Arizona (the “City”) have determined that it is expedient to refund certain general obligation
bonds of the City (collectively, the “Bonds Being Refunded”) and that the sale and issuance of
certain refunding bonds by the City (the “Bonds”) and the application of the net proceeds thereof
to pay at maturity or earlier redemption the Bonds Being Refunded are necessary and advisable
and in the best interests of the City and shall result in a present value debt service savings, net of
all costs associated with the Bonds, of not less than ten percent (10%) of the principal amount of
the Bonds Being Refunded; and
WHEREAS, the total aggregate of taxes levied to pay principal of and interest on
the Bonds in the aggregate shall not exceed the total aggregate principal and interest to become
due on the Bonds Being Refunded from the date of issuance of the Bonds to the final date of
maturity of the Bonds Being Refunded and the weighted average maturity of the Bonds will be at
least seventy-five percent (75%) of the weighted average maturity of the Bonds Being Refunded;
and
WHEREAS, the firm of Piper Sandler & Co. will serve as the City’s financial
advisor (the “Financial Advisor”) with respect to the issuance of the Bonds; and
WHEREAS, the Council (i) will receive proposals from underwriting firms to
serve in the capacity of the underwriter of the Bonds (the “Underwriter”), and (ii) may solicit
sealed proposals for the purchase of the Bonds pursuant to a Notice Inviting Proposals For
Purchase Of Bonds (the “Notice”), and the Council hereby authorizes the Authorized
Representatives (as defined herein), with the advice of the Financial Advisor, to determine
whether the Bonds will be sold by the Underwriter or sold pursuant to the Notice, in each case in
accordance with the provisions of this Resolution; and
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WHEREAS, pursuant to the Internal Revenue Code of 1986, as amended (the
“Code”), and the regulations promulgated thereunder (the “Regulations”), issuers of obligations,
the interest on which is intended to be excludable from the gross income of the owners thereof
for federal income tax purposes (“Tax-Exempt Obligations”), are required to establish policies
and procedures to ensure compliance with the applicable provisions of the Code and the
Regulations; and
WHEREAS, it is determined that procedures should be adopted in order to ensure
that Tax-Exempt Obligations issued by the City comply with the provisions of the Code and the
Regulations (the “Tax Compliance Procedures”); and
WHEREAS, pursuant to Rule 15c2-12 adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (the “Rule”), Participating Underwriters
(as defined in the Rule) are required to reasonably determine that issuers have entered into
written undertakings to make ongoing disclosure in connection with offerings of obligations to
investors subject to the Rule; and
WHEREAS, it is determined that procedures should be adopted in order to
document practices and describe various procedures for preparing and disseminating such
ongoing disclosure for the benefit of the holders of the City’s obligations and to assist the
Participating Underwriters in complying with the Rule and such written undertakings (together
with the Tax Compliance Procedures, the “Procedures”); and
WHEREAS, all things required to be done preliminary to the authorization, sale
and issuance of the Bonds have been duly done and performed in the manner required by law,
and the Council is now empowered to proceed with the sale and issuance of the Bonds,
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL
OF THE CITY OF EL MIRAGE, ARIZONA, AS FOLLOWS:
Section 1.  Authorization and Terms.
(a)
The Bonds, to provide funds for the refunding of the Bonds Being
Refunded, are hereby authorized to be sold and issued as a series of bonds of the City to be
designated “City of El Mirage, Arizona General Obligation Refunding Bonds, Series 2022” in
accordance with this Resolution and applicable law.  The Bonds are authorized by the provisions
of Title 35, Chapter 3, Article 4, Arizona Revised Statutes.  
(b)
The Mayor and any member of the Council, the Manager, the
Deputy City Manager, the Finance Director of the City or the designees of any of them
(collectively, the “Authorized Representatives”) are hereby authorized and directed to determine
on behalf of the City and, if applicable, to include in the Notice: (1) the dated date and total
principal amount of the Bonds; (2) whether the sale and issuance of a payment amount of
supplemental interest certificates with respect to the Bonds is necessary and, if sold and issued,
the form and terms of such supplemental interest certificates; (3) the final principal and maturity
schedule of the Bonds; (4) the interest rates with respect to the Bonds and the dates for payment
of such interest (the “interest payment dates”); (5) the provisions for redemption in advance of

maturity of the Bonds; (6) the series designation and principal and maturity schedules for the
Bonds Being Refunded and the determinations of exercise of redemption provisions for the
Bonds Being Refunded; (7) the method of sale of the Bonds, the entity to serve as Underwriter, if
applicable, and the sales date, sales price and other sales terms of the Bonds (including for
underwriter’s compensation, original issue discount and original issue premium); and (8) the
provision for credit enhancement, if any, for the Bonds; provided, however, that such
determinations must result in a present value debt service savings, net of all costs associated with
the Bonds, of not less than ten percent (10%) of the principal amount of the Bonds Being
Refunded.  
(c)
(1)
The Bonds shall be dated the date of their initial
authentication and delivery and issued in the denomination of $5,000 of principal amount each or
integral multiples thereof and only in fully registered form.
(2)
The principal of and premium, if any, on the Bonds shall be
payable at maturity or prior redemption upon presentation and surrender thereof at the designated
corporate trust office of the Bond Registrar and Paying Agent (as defined herein).
(3)
The Bonds shall bear interest at the respective rates from
their date to the maturity or prior redemption of each Bond, payable commencing on the first
interest payment date.  Interest on the Bonds shall be payable by check, dated as of the interest
payment date, mailed to the registered owners thereof and at the addresses appearing on the
registration books maintained by the Bond Registrar and Paying Agent at the close of business
on the fifteenth (15th) day of the month next preceding that interest payment date (the “regular
record date”).  Any such interest on a Bond which is not timely paid or duly provided for shall
cease to be payable to the registered owner thereof (or of one or more predecessor Bonds) as of
the regular record date, and shall be payable to the registered owner thereof (or of one or more
predecessor Bonds) at the close of business on a special record date for the payment of that
overdue interest.  The special record date shall be fixed by the Bond Registrar and Paying Agent
whenever moneys become available for payment of the overdue interest, and notice of the
special record date shall be given to the registered owners of Bonds not less than ten (10) days
prior thereto.
(4)
The principal of, and premium, if any, and interest on the
Bonds shall be payable in lawful money of the United States of America.
Section 2.  Prior Redemption of the Bonds.
(a)
Notice of redemption of any Bond shall be mailed by first class
mail, postage prepaid, not more than sixty (60) nor less than thirty (30) days prior to the date set
for redemption to the registered owner of the Bond or Bonds being redeemed at the address
shown on the registration books for the Bonds maintained by the Bond Registrar and Paying
Agent.  Failure to properly give such notice of redemption shall not affect the redemption of any
Bond for which notice was properly given.  Such notice may provide that the redemption is
conditional upon moneys for payment of the redemption price being held in separate accounts by
the Bond Registrar and Paying Agent.
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(b)
On the date designated for redemption by notice given as herein
provided, the Bonds or portions thereof to be redeemed shall become and be due and payable at
the redemption price for such Bonds or such portions thereof on such date, and, if moneys for
payment of the redemption price are held in separate accounts by the Bond Registrar and Paying
Agent, interest on such Bonds or such portions thereof shall cease to accrue, such Bonds or such
portions thereof shall cease to be entitled to any benefit or security hereunder, the registered
owners of such Bonds or such portions thereof shall have no rights in respect thereof except to
receive payment of the redemption price thereof and accrued interest thereon and such Bonds or
such portions thereof shall be deemed paid and no longer outstanding.
(c)
The City may redeem any amount which is included in a Bond in
the denomination in excess of, but divisible by, $5,000.  In that event, the registered owner shall
submit the Bond for partial redemption and the Bond Registrar and Paying Agent shall make
such partial payment and shall cause to be issued a new Bond in a principal amount which
reflects the redemption so made, to be authenticated and delivered to the registered owner
thereof.
Section 3.  Security; Defeasance.
(a)
After the Bonds are issued, the Council shall enter on its minutes a
record of the Bonds sold and their numbers and dates.  For the purpose of paying the principal of,
interest on and costs of administration of the registration and payment of the Bonds, there shall
be levied on all the taxable property in the City a continuing, direct, annual, ad valorem tax
sufficient to pay all such principal, interest and administration costs of and on the Bonds as the
same become due, such taxes to be levied, assessed and collected at the same time and in the
same manner as other taxes of the City are levied, assessed and collected; provided, however,
that the total aggregate of taxes levied to pay principal and interest on the Bonds in the aggregate
shall not exceed the total aggregate principal and interest to become due on the Bonds Being
Refunded from the date of issuance of the Bonds to the final date of maturity of the Bonds Being
Refunded.  Subject to such limitation, the tax shall be extended and collected for the City, and
the officials of the City and Maricopa County, Arizona, charged with the annual extension and
collection of taxes, without further instructions from the Council, shall extend and collect the tax
upon issuance of the Bonds.  All moneys collected through such tax shall be paid into the
treasury of the City, to the credit of a “Debt Service Fund” of the City for the Bonds, from which
fund the Bonds shall be payable, which tax moneys shall be held in subfunds to be known as the
“Interest Fund” and the “Redemption Fund,” which funds shall be kept separate and apart from
and not commingled with any other funds or moneys and which shall be used solely for,
respectively, payment of interest on and principal of, and premium, if any, on the Bonds.
(b)
As provided in Section 4(a) hereof, the net proceeds of the sale of
the Bonds shall be deposited in the hereinafter defined Trust or invested in obligations issued by
or guaranteed by the United States government (“Government Obligations”), so long as such
Government Obligations shall mature with interest so as to provide funds to pay at maturity or
upon earlier redemption the Bonds Being Refunded together with interest thereon and
redemption premiums, if any, and such proceeds or Government Obligations shall, and other
funds legally available for such purposes may, be deposited in respective principal and interest

redemption funds and shall be held in trust (the “Trust”) for the payment of the Bonds Being
Refunded with interest and redemption premiums, if any, at maturity or upon redemption.  The
owners of the Bonds shall rely upon the sufficiency of the funds or Government Obligations held
in the Trust for the payment of the Bonds Being Refunded.  The issuance of the Bonds shall in
no way infringe upon the rights of the owners of the Bonds Being Refunded to rely upon a tax
levy for the payment of principal and interest on the Bonds Being Refunded if the investments in
the Trust prove insufficient.
(c)
Any Bond or portion thereof shall be deemed paid and defeased
and thereafter shall have no claim on ad valorem taxes levied on taxable property in the City
(i) if there is deposited with a bank or comparable financial institution, in trust, moneys or
obligations issued by or guaranteed by the United States government (“Defeasance Obligations”)
or both which, with the maturing principal of and interest on such Defeasance Obligations, if
any, will be sufficient, as evidenced by a certificate or report of an accountant, to pay the
principal of and interest and any premium on such Bond or portion thereof as the same matures,
comes due or becomes payable upon prior redemption, and (ii) if such defeased Bond or portion
thereof is to be redeemed, notice of such redemption has been given in accordance with
provisions hereof or the City has submitted to the Bond Registrar and Paying Agent instructions
expressed to be irrevocable as to the date upon which such Bond or portion thereof is to be
redeemed and as to the giving of notice of such redemption.  Bonds the payment of which has
been provided for in accordance with this Section shall no longer be deemed payable or
outstanding hereunder and thereafter such Bonds shall be entitled to payment only from the
moneys or Defeasance Obligations deposited to provide for the payment of such Bonds.
Section 4.  Use of Proceeds.  
(a)
Proceeds of the sale of the Bonds shall be applied, along with the
moneys to be transferred from the interest and redemption funds for the Bonds Being Refunded
over and above amounts needed to make payments on such bonds on or before the first day of
the fiscal year next preceding, to create the Trust, which shall be an irrevocable trust for the
benefit of the owners of the Bonds.  As provided in Section 3(b) hereof, amounts credited to the
Trust, other than any beginning cash balance, shall, if necessary, be invested immediately in
Government Obligations, the maturing principal of and interest on which, together with any
beginning cash balance, are to be sufficient to pay the principal of and premium, if any, and
interest on the Bonds Being Refunded as the same become due.  Any balance of the net proceeds
of the Bonds remaining after creation of the Trust shall be transferred to the applicable “Interest
Fund” and “Redemption Fund” for the Bonds in the same fashion as taxes.
(b)
The Authorized Representatives are hereby authorized to enter
into, if necessary, a standard form of agreement (the “Escrow Trust Agreement”) with a national
banking association authorized to do trust business in the State of Arizona appointed by the
Authorized Representatives, with respect to the safekeeping and handling of moneys and
Government Obligations to be held in the Trust for the payment of the Bonds Being Refunded,
with such additions, deletions and modifications as shall be approved by the Authorized
Representatives.  The Council hereby orders that the Bonds Being Refunded be redeemed on the
respective redemption dates determined as provided in Section 1(b) hereof.  All actions to refund
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the Bonds Being Refunded whether taken before or after adoption of this Resolution are ratified,
confirmed and approved, as applicable.
Section 5.  Form of Bonds.
(a)
The Bonds (including the form of certificate of authentication and
form of assignment therefor) shall be in substantially the form set forth in the Exhibit attached
hereto.  There may be such necessary and appropriate omissions, insertions and variations as are
permitted or required hereby and are approved by those officers executing the Bonds in such
form.  Execution thereof by such officers shall constitute conclusive evidence of such approval.
(b)
The Bonds may have notations, legends or endorsements required
by law, securities exchange rule or usage. Each Bond shall show both the date of the issue and
the date of authentication and registration of each Bond.
(c)
The Bonds are prohibited from being converted to coupon or
bearer bonds without the consent of the Council and approval of Greenberg Traurig, LLP, bond
counsel to the City with respect to the issuance of the Bonds (“Bond Counsel”).
Section 6.  Execution and Delivery of Bonds.
(a)
The Bonds shall be executed for and on behalf of the City by the
Mayor of the City, attested by the Clerk of the City and countersigned by the Finance Director of
the City.  Such signatures may be by mechanical reproduction; however, such officers shall
manually sign a certificate adopting as and for such signatures on the Bonds the respective
mechanically reproduced signatures affixed to the Bonds.
(b)
If an officer whose signature is on a Bond no longer holds that
office at the time such Bond is authenticated and registered, the Bond shall nevertheless be valid
and binding so long as such Bond would otherwise be valid and binding. 
(c)
A Bond shall not be valid or binding until authenticated by the
manual signature of an authorized representative of the Bond Registrar and Paying Agent.  The
signature of the authorized representative of the Bond Registrar and Paying Agent shall be
conclusive evidence that the Bond has been authenticated and issued pursuant to this Resolution.
Section 7.  Mutilated, Lost or Destroyed Bonds.  In case any Bond becomes
mutilated or destroyed or lost, the City shall cause to be executed and delivered a new Bond of
like type, date, maturity date and tenor in exchange and substitution for and upon the
cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or
lost, upon the registered owner paying the reasonable expenses and charges of the City in
connection therewith and, in the case of a Bond destroyed or lost, filing with the Bond Registrar
and Paying Agent by the registered owner evidence satisfactory to the Bond Registrar and
Paying Agent that such Bond was destroyed or lost, and furnishing the Bond Registrar and
Paying Agent with a sufficient indemnity bond pursuant to Section 478405, Arizona Revised
Statutes.

Section 8.  Acceptance of Proposals.  
(a)
Subject to the discretion delegated by Section 1(b) hereof, the
Authorized Representatives are hereby authorized to accept a proposal of the Underwriter for the
purchase of the Bonds which satisfies the terms and conditions of this Resolution on behalf of
the Council, and the Bonds are hereby ordered to be sold to the Underwriter in accordance with
the terms of a Bond Purchase Agreement, to be dated the date of the sale of the Bonds (the
“Purchase Agreement”) in form and substance reasonably satisfactory to the Authorized
Representatives, the Financial Advisor and Bond Counsel.  The Authorized Representatives are
hereby authorized to execute and deliver the Purchase Agreement, for and on behalf of the
Council, in substantially the form submitted to the Council at the meeting at which this
Resolution was adopted and in a final form satisfactory to the Authorized Representatives, and
such execution and delivery by the Authorized Representatives shall indicate the approval
thereof on behalf of the Council by the Authorized Representatives.
(b)
Subject to the discretion delegated by Section 1(b) hereof, the
Authorized Representatives are hereby authorized to prepare and finalize matters in the Notice
including by making modifications, completions or changes of, or supplements to, the Notice and
to determine how the Notice is to be disseminated, and the Bonds are hereby ordered to be
offered for public sale by the City on the date and at the hour to be set forth in the Notice.  The
proposal of the purchaser of the Bonds pursuant to the Notice which results in the lowest true
interest cost to the City with respect to the Bonds and, in all respects, complies with the terms of
the Notice and this Resolution, shall be accepted.  Such acceptance shall be evidenced by the
award pursuant to the Notice.
(c)
The Authorized Representatives are hereby requested to cause the
Bonds to be delivered to the Underwriter upon receipt of payment therefor and satisfaction of the
other conditions for delivery thereof in accordance with the terms of the sale provided in the
Purchase Agreement.  The Authorized Representatives are hereby requested to cause the Bonds
to be delivered to the purchaser of the Bonds pursuant to the Notice upon receipt of payment
therefor and satisfaction of the other conditions for delivery thereof in accordance with the terms
of the sale provided in the Notice.
Section 9.  Official Statement and Continuing Disclosure.
(a)
(1)
The preparation, distribution and use of the Preliminary
Official Statement relating to the Bonds in substantially the form presented to the Council at the
meeting at which this Resolution was adopted is in all respects hereby ratified, approved and
confirmed, and the Authorized Representatives are hereby authorized to certify or otherwise
represent that the Preliminary Official Statement, in original or revised form, is a “deemed final”
official statement (except for permitted omissions) of the City as of particular date for purposes
of the Rule.
(2)
The Underwriter is authorized to prepare or cause to be
prepared, and the Authorized Representatives are authorized and directed to approve, on behalf
of the Council, and to execute and deliver, a final Official Statement in substantially the form of
the Preliminary Official Statement, modified to reflect matters related to the sale of the Bonds,
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for distribution and use in connection with the offering and sale of the Bonds.  The execution and
delivery of such final Official Statement by the Authorized Representatives shall be conclusively
deemed to evidence the approval of the status, form and contents thereof by the Council.
(b)
Subject to annual appropriation to cover the costs of preparing and
mailing as necessary therefor, the City shall comply with and carry out all of the provisions of a
Continuing Disclosure Undertaking, to be dated the date of issuance of the Bonds (the
“Undertaking”), with respect to the Bonds, which the Mayor or, in the absence thereof, Vice
Mayor of the City is hereby authorized, for and on behalf of the Council, to execute, and the
Clerk of the City is hereby authorized to attest and deliver, in substantially the form submitted to
the Council at the meeting at which this Resolution was adopted, with such additions, deletions
and modifications as shall be approved by the Mayor or, in the absence thereof, Vice Mayor of
the City, and such execution and delivery shall constitute evidence of the approval of such
officer of any departures from the form submitted to the Council at the time of adoption of this
Resolution. Notwithstanding any other provision of this Resolution, failure of the City (if
obligated pursuant to the Undertaking) to comply with the Undertaking shall not be considered
an event of default; however, any Beneficial Owner (as defined herein) may take such actions as
may be necessary and appropriate, including seeking specific performance by court order, to
cause the City to comply with its obligations under this Section.  For purposes of this Section,
“Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of
any Bonds for federal income tax purposes.
Section 10.  Bond Registrar and Paying Agent.
(a)
The Authorized Representatives are hereby authorized to appoint
the initial authenticating agent, bond registrar, transfer agent and paying agent with respect to the
Bonds (the “Bond Registrar and Paying Agent”), and a standard form contract therewith
covering such services, with such additions, deletions and modifications as shall be approved by
the Mayor or, in the absence thereof, Vice Mayor of the City, is hereby approved, and the Mayor
or, in the absence thereof, Vice Mayor of the City is hereby authorized to execute, and the Clerk
of the City is hereby authorized to attest and deliver, such contract.  The Bond Registrar and
Paying Agent shall maintain the books of the City for the registration of ownership of each
Bond.
(b)
A Bond may be transferred on the registration books upon delivery
and surrender of the Bond to the Bond Registrar and Paying Agent at its designated corporate
trust office, accompanied by a written instrument of transfer in form and with guaranty of
signature satisfactory to the Bond Registrar and Paying Agent, duly executed by the registered
owner of the Bond to be transferred or the attorney-in-fact or legal representative thereof,
containing written instructions as to the details of the transfer of such Bond.  No transfer of any
Bond shall be effective until entered on the registration books.
(c)
In all cases upon the transfer of a Bond, the Bond Registrar and
Paying Agent shall enter the transfer of ownership in the registration books and shall authenticate
and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of

the same type and of the authorized denominations (except that no Bond shall be issued which
relates to more than a single principal maturity) for the aggregate principal amount which the
registered owner is entitled to receive at the earliest practicable time in accordance with the
provisions of this Section.
(d)
All costs and expenses of initial registration and payment of the
Bonds shall be borne by the City, but the City and the Bond Registrar and Paying Agent shall
charge the registered owner of such Bond for every subsequent transfer of a Bond including an
amount sufficient to reimburse them for any transfer fee, tax or other governmental charge
required to be paid with respect to such transfer and may require that such charge including for
such transfer fee, tax or other governmental charge be paid before any such new Bond shall be
delivered.
(e)
The City and the Bond Registrar and Paying Agent shall not be
required to issue or transfer any Bonds during a period beginning with the opening of business
on any regular record date and ending with the close of business on the corresponding interest
payment date.
(f)
The Bonds shall be subject to a Book-Entry System (as defined
herein) of ownership and transfer, except as provided in subsection (3) of this subsection.  The
general provisions for effecting the Book-Entry System are as follows:
(1)
The City hereby designates The Depository Trust
Company, New York, New York, as the initial Depository (as defined herein) hereunder.
(2)
Notwithstanding the provisions of this Section or of the
Bonds to the contrary and so long as the Bonds are subject to a Book-Entry System, the
Bonds shall initially be evidenced by one typewritten certificate for each maturity in an
amount equal to the aggregate principal amount thereof.  The Bonds so initially delivered
shall be registered in the name of “Cede & Co.” as nominee for The Depository Trust
Company.  The Bonds may not thereafter be transferred or exchanged on the registration
books of the City maintained by the Bond Registrar and Paying Agent except:
(a)
to any successor Depository designated pursuant to
subsection (3) of this subsection;
(b)
to any successor nominee designated by a
Depository; or
(c)
if the City shall elect to discontinue the Book-Entry
System pursuant to subsection (3) of this subsection, the City shall cause the Bond
Registrar and Paying Agent to authenticate and deliver replacement Bonds in
fully registered form in authorized denominations in the names of the Beneficial
Owners (as defined herein) or their nominees, as certified by the Depository, at
the expense of the City; thereafter the other applicable provisions of this
Resolution regarding registration, transfer and exchange of the Bonds shall apply.
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(3)
The Bond Registrar and Paying Agent, pursuant to a
request from the City for the removal or replacement of the Depository, and upon thirty
(30) days’ notice to the Depository, may remove or replace the Depository.  The Bond
Registrar and Paying Agent shall remove or replace the Depository at any time pursuant
to the request of the City.  The Depository may determine not to continue to act as
Depository for the Bonds upon thirty (30) days’ written notice to the City and the Bond
Registrar and Paying Agent.  If the use of the Book-Entry System is discontinued, then
after the Bond Registrar and Paying Agent has made provision for notification of the
Beneficial Owners of their book entry interests in the Bonds by appropriate notice to the
then Depository, the City and the Bond Registrar and Paying Agent shall permit
withdrawal of the Bonds from the Depository and authenticate and deliver the Bond
certificates in fully registered form and in denominations authorized by this Section to the
assignees of the Depository or its nominee.  Such withdrawal, authentication and delivery
shall be at the cost and expense (including costs of printing or otherwise preparing, and
delivering, such replacement Bond certificates) of the City.
(4)
So long as the Book-Entry System is used for the Bonds,
the City and the Bond Registrar and Paying Agent shall give any notice of redemption or
any other notices required to be given to registered owners of Bonds only to the
Depository or its nominee registered as the owner thereof.  Any failure of the Depository
to advise any of its participants, or of any participant to notify the Beneficial Owner, of
any such notice and its content or effect shall not affect the validity of the redemption of
the Bonds to be redeemed or of any other action premised on such notice.  Neither the
City nor the Bond Registrar and Paying Agent shall be responsible or liable for the failure
of the Depository or any participant thereof to make any payment or give any notice to a
Beneficial Owner in respect of the Bonds or any error or delay relating thereto.
(5)
Notwithstanding any other provision of this Section or
Section 2(b) hereof or of the Bonds to the contrary, so long as the Bonds are subject to a
Book-Entry System, it shall not be necessary for the registered owner to present the
applicable Bond for payment of mandatory redemption installments, if any.  The
mandatory redemption installments may be noted on books kept by the Bond Registrar
and Paying Agent and the Depository for such purpose, and the Bonds shall be tendered
to the Bond Registrar and Paying Agent at their maturity.
(6)
For purposes of this Section, “Beneficial Owners” shall
mean actual purchasers of the Bonds whose ownership interest is evidenced only in the
Book-Entry System maintained by the Depository, “Book-Entry System” shall mean a
system for clearing and settlement of securities transactions among participants of a
Depository (and other parties having custodial relationships with such participants)
through electronic or manual book-entry changes in accounts of such participants
maintained by the Depository hereunder for recording ownership of the Bonds by
Beneficial Owners and transfers of ownership interests in the Bonds, and “Depository”
shall mean The Depository Trust Company, New York, New York or any successor
depository designated pursuant to this Section.

Section 11.  General Federal Tax Law Covenants.
(a)
(1)
As provided in further detail in the Certificate Relating To
Federal Tax Matters to be delivered upon the initial delivery of the Bonds (the “Tax
Certificate”), the City shall not make or direct the making of any investment or other use of the
proceeds of any Bonds which would cause such Bonds to be “arbitrage bonds” as that term is
defined in Section 148 (or any successor provision thereto) of the Code, or “private activity
bonds” as that term is defined in Section 141 (or any successor provision thereto) of the Code,
and shall comply with the requirements of the Code sections and the regulations promulgated
thereunder (the “Regulations”) throughout the term of the Bonds.  In consideration of the
purchase and acceptance of the Bonds by such holders from time to time and of retaining such
exclusion and as authorized by Title 35, Chapter 3, Article 7, Arizona Revised Statutes, the
Council covenants, and the appropriate officials of the City are hereby directed, to take all action
required to maintain such exclusion or to refrain from taking any action prohibited by the Code
which would adversely affect in any respect such exclusion.
(2)
The City shall be the owner of the facilities refinanced with
the proceeds of the sale of the Bonds (the “Facilities”) for federal income tax purposes.  Except
as otherwise advised in a Bond Counsel’s Opinion (as defined herein), the City shall not enter
into (i) any management or service contract with any entity other than a governmental entity for
the operation of any portion of the Facilities unless the management or service contract complies
with the requirements of such authority as may control at the time, or (ii) any lease or other
arrangement with any entity other than a governmental entity that gives such entity special legal
entitlements with respect to any portion of the Facilities.  Also, the payment of principal and
interest with respect to the Bonds shall not be guaranteed (in whole or in part) by the United
States or any agency or instrumentality of the United States.  The proceeds of the Bonds, or
amounts treated as proceeds of the Bonds, shall not be invested (directly or indirectly) in
federally insured deposits or accounts, except to the extent such proceeds (i) may be so invested
for an initial temporary period until needed for the purpose for which the Bonds are being issued,
(ii) may be so used in making investments of a bona fide debt service fund or (iii) may be
invested in obligations issued by the United States Treasury. 
(3)
The procedures and covenants contained in any arbitrage
rebate provision or separate agreement executed in connection with the issuance of the Bonds
(initially Section 12 hereof) shall be complied with for so long as compliance is necessary in
order to maintain the exclusion from gross income for federal income tax purposes of interest on
the Bonds.
(b)
(1)
The City shall take all necessary and desirable steps, as
determined by the Council, to comply with the requirements hereunder in order to ensure that
interest on the Bonds is excluded from gross income for federal income tax purposes under the
Code; provided, however, compliance with any such requirement shall not be required in the
event the City receives a Bond Counsel’s Opinion that either (i) compliance with such
requirement is not required to maintain the exclusion from gross income of interest on the Bonds,
or (ii) compliance with some other requirement will meet the requirements of the Code.  In the
11

event the City receives such a Bond Counsel’s Opinion, this Resolution shall be amended to
conform to the requirements set forth in such opinion.
(2)
If for any reason any requirement hereunder is not
complied with, the Council shall take all necessary and desirable steps, as determined by the
City, to correct such noncompliance within a reasonable period of time after such noncompliance
is discovered or should have been discovered with the exercise of reasonable diligence and the
City shall pay any required interest or penalty under Regulations section 1.1483(h).
(c)
The City, pursuant to Section 13 hereof, has adopted the Tax
Compliance Procedures, with which the City shall comply.
Section 12.  Arbitrage Rebate Covenants.
(a)
Terms not otherwise defined in Subsection (b) hereof shall have
the meanings given to them in the Tax Certificate.
(b)
The following terms shall have the following meanings:
“Bond Counsel’s Opinion” shall mean an opinion signed by an attorney or
firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds
selected by the City.
“Bond Year” shall mean each one-year period beginning on the day after
the expiration of the preceding Bond Year.  The first Bond Year shall begin on the date of issue
of the Bonds and shall end on the date selected by the City, provided that the first Bond Year
shall not exceed one calendar year.  The last Bond Year shall end on the date of retirement of the
last Bond.
“Bond Yield” is as indicated in the Tax Certificate.  Bond Yield shall be
recomputed if required by Regulations section 1.1484(b)(4) or 4(h)(3).  Bond Yield shall mean
the discount rate that produces a present value equal to the Issue Price of all unconditionally
payable payments of principal, interest and fees for qualified guarantees within the meaning of
Regulations section 1.1484(f) and amounts reasonably expected to be paid as fees for qualified
guarantees in connection with the Bonds as determined under Regulations section 1.1484(b).
The present value of all such payments shall be computed as of the date of issue of the Bonds
and using semiannual compounding on the basis of a 360-day year.
“Gross Proceeds” shall mean:
(i)
any amounts actually or constructively received by the City
from the sale of the Bonds but excluding amounts used to pay accrued interest on the Bonds
within one year of the date of issuance of the Bonds;
(ii)
transferred proceeds of the Bonds under Regulations
section 1.1489;

(iii)
any amounts actually or constructively received from
investing amounts described in (i), (ii) or this (iii); and
(iv)
replacement proceeds of the Bonds within the meaning of
Regulations section 1.1481(c).  Replacement proceeds include amounts reasonably expected to
be used directly or indirectly to pay debt service on the Bonds, pledged amounts where there is
reasonable assurance that such amounts will be available to pay principal or interest on the
Bonds in the event the City encounters financial difficulties and other replacement proceeds
within the meaning of Regulations section 1.1481(c)(4).  Whether an amount is Gross Proceeds
is determined without regard to whether the amount is held in any fund or account.
“Investment Property” shall mean any security, obligation (other than a
tax-exempt bond within the meaning of Code section 148(b)(3)(A)), annuity contract or
investment-type property within the meaning of Regulations section 1.1481(b).
“Issue Price” is as indicated in the Tax Certificate and shall be determined
as provided in Regulations section 1.148-1(b).
“Nonpurpose Investment” shall mean any Investment Property acquired
with Gross Proceeds, and which is not acquired to carry out the governmental purposes of the
Bonds.
“Payment” shall mean any payment within the meaning of Regulations
section 1.1483(d)(1) with respect to a Nonpurpose Investment.
“Rebate Requirement” shall mean at any time the excess of the future
value of all Receipts over the future value of all Payments.  For purposes of calculating the
Rebate Requirement the Bond Yield shall be used to determine the future value of Receipts and
Payments in accordance with Regulations section 1.1483(c).  The Rebate Requirement is zero for
any Nonpurpose Investment meeting the requirements of a rebate exception under section 148(f)
(4) of the Code or Regulations section 1.1487.
“Receipt” shall mean any receipt within the meaning of Regulations
section 1.1483(d)(2) with respect to a Nonpurpose Investment.
“Regulations” shall mean the sections 1.1481 through 1.14811 and section
1.1501 of the regulations of the United States Department of the Treasury promulgated under the
Code, including and any amendments thereto or successor regulations.
(c)
Within 60 days after the end of each Bond Year, the City shall
cause the Rebate Requirement to be calculated and shall pay to the United States of America:
(1)
not later than 60 days after the end of the fifth Bond Year
and every fifth Bond Year thereafter, an amount which, when added to the
future value of all previous rebate payments with respect to the Bonds
(determined as of such Computation Date), is equal to at least 90% of the
sum of the Rebate Requirement (determined as of the last day of such
13

Bond Year) plus the future value of all previous rebate payments with
respect to the Bonds (determined as of the last day of such Bond Year);
and
(2)
not later than 60 days after the retirement of the last Bond,
an amount equal to 100% of the Rebate Requirement (determined as of the
date of retirement of the last Bond).
Each payment required to be made under this Section shall be filed with the Internal Revenue
Service Center, Ogden, Utah 84201, on or before the date such payment is due, and shall be
accompanied by IRS Form 8038T.
(d)
No Nonpurpose Investment shall be acquired for an amount in
excess of its fair market value.  No Nonpurpose Investment shall be sold or otherwise disposed
of for an amount less than its fair market value.
(e)
For purposes of Subsection (d), whether a Nonpurpose Investment
has been purchased or sold or disposed of for its fair market value shall be determined as
follows:
(1)
The fair market value of a Nonpurpose Investment
generally shall be the price at which a willing buyer would purchase the
Nonpurpose Investment from a willing seller in a bona fide arm’s length
transaction.  Fair market value shall be determined on the date on which a
contract to purchase or sell the Nonpurpose Investment becomes binding.
(2)
Except as provided in Subsection (f) or (g), a Nonpurpose
Investment that is not of a type traded on an established securities market, within
the meaning of Code section 1273, is rebuttably presumed to be acquired or
disposed of for a price that is not equal to its fair market value.
(3)
If a United States Treasury obligation is acquired directly
from or sold or disposed of directly to the United States Treasury, such
acquisition or sale or disposition shall be treated as establishing the fair market
value of the obligation.
(f)
The purchase price of a certificate of deposit that has a fixed
interest rate, a fixed payment schedule and a substantial penalty for early withdrawal is
considered to be its fair market value if the yield on the certificate of deposit is not less than:
(1)
the yield on reasonably comparable direct obligations of the
United States; and
(2)
the highest yield that is published or posted by the provider
to be currently available from the provider on reasonably comparable certificates
of deposit offered to the public.

(g)
A guaranteed investment contract shall be considered acquired and
disposed of for an amount equal to its fair market value if:
(1)
A bona fide solicitation in writing for a specified
guaranteed investment contract, including all material terms, is timely forwarded
to all potential providers.  The solicitation must include a statement that the
submission of a bid is a representation that the potential provider did not consult
with any other potential provider about its bid, that the bid was determined
without regard to any other formal or informal agreement that the potential
provider has with the City or any other person (whether or not in connection with
the Bonds), and that the bid is not being submitted solely as a courtesy to the City
or any other person for purposes of satisfying the requirements in the Regulations
that the City receive bids from at least one reasonably competitive provider and at
least three providers that do not have a material financial interest in the Bonds.
(2)
All potential providers have an equal opportunity to bid,
with no potential provider having the opportunity to review other bids before
providing a bid.
(3)
At least three reasonably competitive providers (i.e. having
an established industry reputation as a competitive provider of the type of
investments being purchased) are solicited for bids.  At least three bids must be
received from providers that have no material financial interest in the Bonds (e.g.,
a lead underwriter within 15 days of the issue date of the Bonds or a financial
advisor with respect to the investment) and at least one of such three bids must be
from a reasonably competitive provider.  If the City uses an agent to conduct the
bidding, the agent may not bid.
(4)
The highest-yielding guaranteed investment contract for
which a qualifying bid is made (determined net of broker’s fees) is purchased.
(5)
The determination of the terms of the guaranteed
investment contract takes into account as a significant factor the reasonably
expected deposit and drawdown schedule for the amounts to be invested.
(6)
The terms for the guaranteed investment contract are
commercially reasonable (i.e. have a legitimate business purpose other than to
increase the purchase price or reduce the yield of the guaranteed investment
contract).
(7)
The provider of the investment contract certifies the
administrative costs (as defined in Regulations section 1.1485(e)) that it pays (or
expects to pay) to third parties in connection with the guaranteed investment
contract.
(8)
The City retains until three years after the last outstanding
Bond is retired, (i) a copy of the guaranteed investment contract, (ii) a receipt or
15

other record of the amount actually paid for the guaranteed investment contract,
including any administrative costs paid by the City and a copy of the provider’s
certification described in (7) above, (iii) the name of the person and entity
submitting each bid, the time and date of the bid, and the bid results and (iv) the
bid solicitation form and, if the terms of the guaranteed investment contract
deviates from the bid solicitation form or a submitted bid is modified, a brief
statement explaining the deviation and stating the purpose of the deviation.
(h)
The employment of such experts and consultants to make, as
necessary, any calculations in respect of rebates to be made to the United States of America in
accordance with Section 148(f) of the Code is hereby authorized.
Section 13.  Adoption of Procedures. The Procedures are hereby adopted to
establish policies and procedures related to the purposes set forth in the Recitals hereto.  The
right to use discretion as necessary and appropriate to make exceptions or request additional
provisions with respect to the Procedures as may be determined is hereby reserved.  The right to
change the Procedures from time to time, without notice, is also reserved.
Section 14.  Resolution a Contract; Severability; Ratification of Actions.
(a)
This Resolution shall constitute a contract between the City and the
registered owners of the Bonds and shall not be repealed or amended in any manner which would
impair, impede or lessen the rights of the registered owners of the Bonds then outstanding.
(b)
If any section, paragraph, subdivision, sentence, clause or phrase
of this Resolution is for any reason held to be illegal or unenforceable, such decision will not
affect the validity of the remaining portions of this Resolution.  The Council hereby declares that
it would have adopted this Resolution and each and every other section, paragraph, subdivision,
sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant hereto
irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences,
clauses or phrases of this Resolution may be held illegal, invalid or unenforceable.
(c)
All actions of the officers, employees and agents of the City
including the Council which conform to the purposes and intent of this Resolution and which
further the sale and issuance of the Bonds as contemplated by this Resolution, including
retention of consultants and counsel necessary to carry out the purposes of this Resolution,
whether taken before or after adoption of this Resolution, are hereby ratified, confirmed and
approved.  The proper officers and agents of the City are hereby authorized and directed to do all
such acts and things and to execute and deliver all such documents on behalf of the City as may
be necessary to carry out the terms and intent of this Resolution.
(d)
All acts and conditions necessary to be performed by the City or to
have been met precedent to and in the issuing of the Bonds in order to make them legal, valid
and binding general obligations of the City will at the time of delivery of the Bonds have been
performed and have been met, in regular and due form as required by law, and no statutory,
charter or constitutional limitation of indebtedness or taxation will have been exceeded in the
issuance of the Bonds.

(e)
All formal actions of the Council concerning and relating to the
passage of this Resolution were taken in an open meeting of the Council, and all deliberations of
the Council and of any committees that resulted in those formal actions were in meetings open to
the public, in compliance with all legal requirements.
PASSED, ADOPTED, and APPROVED this 15th day of February 2022.
....................................................................................
Mayor, City of El Mirage, Arizona
ATTEST:
......................................................................
Clerk, City of El Mirage, Arizona
APPROVED AS TO FORM:
......................................................................
City Attorney, City of El Mirage, Arizona
17

EXHIBIT
[FORM OF BOND]
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.*
REGISTERED
REGISTERED
NO. ...............
$.......................
UNITED STATES OF AMERICA
STATE OF ARIZONA
CITY OF EL MIRAGE, ARIZONA
GENERAL OBLIGATION REFUNDING BOND, SERIES 2022
Interest Rate:
Maturity Date:
Dated:
CUSIP:
..................%
July 1, ........
...................., 2022
................
REGISTERED OWNER:
CEDE & CO.*
PRINCIPAL AMOUNT:
........................................................................................ DOLLARS
THE CITY OF EL MIRAGE, ARIZONA, a body politic and corporate, duly
incorporated and existing pursuant to the laws of the State of Arizona (the “City”), for value
received, hereby promises to pay to the aforesaid registered owner, or registered assigns, the
aforesaid principal amount on the aforesaid maturity date unless earlier redeemed and then on the
applicable redemption date, and to pay interest on the principal amount from the date this Bond
is dated, at the aforesaid interest rate (computed on the basis of a 360-day year of twelve 30-day
months) on each January 1 and July 1 (each an “interest payment date”),
commencing ......................, ........., to its maturity or its redemption prior to maturity.  The
principal of and premium, if any, on this Bond are payable upon presentation and surrender
** Insert only while The Depository Trust Company, New York, New York, is the Securities
Depository.
Exhibit-18

hereof at the designated corporate trust office of ..........................................................., as the
“Bond Registrar and Paying Agent.”  Interest on this Bond is payable by check, dated as of the
interest payment date, mailed to the registered owner hereof and at the address appearing on the
registration books maintained by the Bond Registrar and Paying Agent at the close of business
on the 15th day of the month next preceding that interest payment date (the “regular record
date”).  Any such interest which is not timely paid or duly provided for shall cease to be payable
to the registered owner hereof (or of one or more predecessor Bonds) as of the regular record
date and shall be payable to the registered owner hereof (or of one or more predecessor Bonds) at
the close of business on a special record date for the payment of that overdue interest.  The
special record date shall be fixed by the Bond Registrar and Paying Agent whenever moneys
become available for payment of the overdue interest, and notice of the special record date shall
be given to the registered owner of this Bond not less than 10 days prior thereto.
The principal of and interest and premium, if any, on this Bond are payable in
lawful money of the United States of America, on the respective dates when principal and
interest become due.
This Bond is one of a series of bonds (the “Bonds”) indicated above in the
aggregate principal amount of $..........,000 of like tenor except as to amount, maturity date, rate
of interest and number.  The Bonds are being issued by the City to provide funds to refund
certain previously issued and outstanding general obligation and/or general obligation refunding
bonds of the City (the “Bonds Being Refunded”), pursuant to a resolution of the Mayor and
Council of the City duly adopted prior to the issuance hereof, all of the terms of which are
hereby incorporated herein (the “Resolution”), and pursuant to the Constitution and laws of the
State of Arizona relative to the sale and issuance of general obligation refunding bonds of
municipalities and all amendments thereto, and all other laws of the State of Arizona thereunto
enabling.
For the purpose of paying the principal of, interest on and costs of administration
of the registration and payment of this Bond, there shall be levied on all taxable property in the
City a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest and
administration costs of and on this Bond as the same become due, such taxes to be levied,
assessed and collected at the same time and in the same manner as other taxes of the City are
levied, assessed and collected; provided, however, that the issuance of the Bonds shall in no way
infringe upon the rights of the Bonds Being Refunded to rely upon a tax levy for payment of the
principal and interest on the Bonds Being Refunded if the obligations issued by or guaranteed by
the United States government in which net proceeds of the Bonds are invested and which mature
with interest so as to provide funds to pay when due, or called for redemption, the Bonds Being
Refunded together with interest thereon and redemption premiums, if any, and with other funds
legally available for such purpose deposited in the respective principal and interest redemption
funds and held in trust for the payment of the Bonds Being Refunded with interest and
redemption premiums, if any, on maturity or upon an available redemption date prove
insufficient and further that the total aggregate of taxes levied to pay principal and interest on the
Bonds in the aggregate shall not exceed the total aggregate principal and interest to become due
on the Bonds Being Refunded from the date of issuance of the Bonds to the final date of maturity
Exhibit-19

of the Bonds Being Refunded.  The owners of the Bonds must rely on the sufficiency of the
funds and securities held irrevocably in trust for payment of the Bonds Being Refunded.
The Bonds maturing before and on July 1, ...., are not subject to redemption prior
to maturity.  The Bonds maturing on and after July 1, ...., are subject to redemption prior to
maturity, in whole or in part, on July 1, ...., or any date thereafter, by the payment of a
redemption price equal to the principal amount of each such Bond redeemed plus interest
accrued to the date fixed for redemption plus a premium (calculated as a percentage of the
principal amount of such Bonds to be redeemed) to be computed as follows:
Redemption Dates
Premium
July 1, ...., and January 1, ....
....%
July 1, ...., and January 1, ....
....
July 1, ...., and thereafter
0.0
The Bonds maturing on July 1, ...., shall be redeemed prior to maturity on July 1,
in the years and amounts set forth below, by payment of the principal amount of each Bond to be
redeemed plus interest accrued to the date fixed for redemption, but without a premium:
Year
Amount
$      
A remaining principal amount of $.....,000 of Bonds maturing on July 1, ...., shall mature on July
1, .....
Not more than seventy-five (75) nor less than sixty (60) days prior to the
mandatory redemption date for the Bonds maturing on July 1, ...., the Bond Registrar and Paying
Agent shall proceed to select for redemption (by lot in such manner as the Bond Registrar and
Paying Agent may determine) from all the Bonds maturing on July 1, ...., outstanding a principal
amount of the Bonds maturing on July 1, ...., equal to the aggregate principal amount of the
Bonds maturing on July 1, ...., to be redeemed and shall redeem such Bonds maturing on July
1, ...., on the next July 1 and give notice of such redemption.
Notice of redemption of any such Bond will be mailed not more than sixty (60)
nor less than thirty (30) days prior to the date set for redemption to the registered owner of such
Bond or Bonds being redeemed at the address shown on the registration books for the Bonds
Exhibit-20

maintained by the Bond Registrar and Paying Agent.  Failure to properly give such notice of
redemption shall not affect the redemption of any such Bond for which notice was properly
given.
The Bond Registrar and Paying Agent shall maintain the registration books of the
City for the registration of ownership of each Bond as provided in the Resolution.  (The Bond
Registrar and Paying Agent may be changed without notice or consent.)
This Bond may be transferred on the registration books upon delivery and
surrender hereof to the Bond Registrar and Paying Agent at its designated corporate trust office,
accompanied by a written instrument of transfer in form and with guaranty of signature
satisfactory to the Bond Registrar and Paying Agent, duly executed by the registered owner of
this Bond or his or her attorney-in-fact or legal representative, containing written instructions as
to the details of the transfer.  No transfer of this Bond shall be effective until entered on the
registration books.
In all cases upon the transfer of this Bond, the Bond Registrar and Paying Agent
shall transfer the ownership in the registration books and shall authenticate and deliver in the
name of the transferee or transferees a new fully registered Bond or Bonds of authorized
denominations (except that no Bond shall be issued which relates to more than a single principal
maturity) for the aggregate principal amount which the registered owner is entitled to receive at
the earliest practicable time in accordance with the provisions of the Resolution.  The City and
the Bond Registrar and Paying Agent shall charge the owner of such Bond for every transfer of a
Bond, including an amount sufficient to reimburse them for any transfer fee, tax or other charge
required to be paid with respect to such transfer and may require that such charge, including such
transfer fee, tax or other charge be paid before any such new Bond shall be delivered.
The City and the Bond Registrar and Paying Agent shall not be required to issue
or transfer any Bonds during a period beginning with the opening of business on any regular
record date and ending with the close of business on the corresponding interest payment date.
This Bond shall not be entitled to any security or benefit under the Resolution or
be valid or become obligatory for any purpose until the certificate of authentication hereon shall
have been signed by the Bond Registrar and Paying Agent.
Pursuant to the Resolution, payment of all or any part of the Bonds may be
provided for by the irrevocable deposit, in trust, of moneys or obligations issued or guaranteed
by the United States of America (“Defeasance Obligations”) or both, which, with the maturing
principal of and interest on such Defeasance Obligations, if any, will be sufficient, as evidenced
by a certificate of an accountant, to pay when due the principal or redemption price of and
interest on such Bonds.  Any Bonds so provided for will no longer be outstanding under the
Resolution or payable from ad valorem taxes on taxable property in the City, and the owners of
such Bonds shall thereafter be entitled to payment only from the amounts and Defeasance
Obligations deposited in trust.
It is hereby certified, recited and declared (i) that all conditions, acts and things
required by the Constitution and laws of the State of Arizona to happen, to be done, to exist and
Exhibit-21

to be performed precedent to and in the issuance of this Bond and of the series of which it is one,
have happened, have been done, do exist and have been performed in regular and due form and
time as required by law, (ii) that the obligation evidenced by the series of Bonds of which this is
one, together with all other existing indebtedness of the City, does not exceed any applicable
constitutional or statutory limitation, and (iii) that due provision has been made for the levy and
collection of a direct, annual, ad valorem tax upon taxable property within the City, over and
above all other taxes authorized or limited by law, except as otherwise described herein,
sufficient to pay the principal hereof and the interest hereon as each becomes due.
IN WITNESS WHEREOF, THE CITY OF EL MIRAGE, ARIZONA, has caused
this Bond to be executed in the name of the City by the facsimile signature of the Mayor of the
City and such signature of the Mayor of the City to be attested by the facsimile signature of the
Clerk of the City and to be countersigned by the facsimile signature of the Finance Director of
the City.
CITY OF EL MIRAGE, ARIZONA
By           (Facsimile)
  ..................................................................................
     Mayor
ATTEST:
        (Facsimile)
......................................................................
Clerk
COUNTERSIGNED:
By           (Facsimile)
  ..................................................................................
     Finance Director
Exhibit-22

[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolution and
is one of the City of El Mirage, Arizona General Obligation Refunding Bonds, Series 2022.
Date of Authentication:
.........................................
...................................................................................,
as Bond Registrar and Paying Agent
By...............................................................................
     Authorized Representative
Exhibit-23

[FORM OF ASSIGNMENT]
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers
unto ................................................... the within Bond and irrevocably constitutes and
appoints ............................................................. attorney to transfer this Bond on the books kept
for registration thereof, with full power of substitution in the premises.
Dated:  ...............................................
..............................................................................
Signature
Signature Guaranteed:
...........................................................
..............................................................................
[Insert proper legend]
Signature
Notice:
The assignor’s signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular,
without alteration or any change whatsoever.
The following abbreviations, when used in the inscription on the face of the within Bond, shall
be construed as though they were written out in full according to applicable laws or regulations.
TEN COM
-
as tenants in common
TEN ENT
-
as tenants by the entireties
JT TEN
-
as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT/TRANS MIN ACT  ..........................    Custodian ........................
(Cust)                                  (Minor)
under Uniform Gifts/Transfers to Minors Act ...................................................
(State)
Additional abbreviations may also be used though not included in the above list
ALL FEES AND COSTS OF TRANSFER
SHALL BE PAID BY THE TRANSFEROR
Exhibit-24

CERTIFICATION
I hereby certify that the foregoing Resolution No. R22-02-02 was duly passed and
adopted by the Mayor and the Council of the City of El Mirage, Arizona, at a regular meeting
held on the 15th day of February 2022, and the vote was ........ ayes and ........ nays and that the
Mayor and ........ Councilmembers were present thereat.
....................................................................................
Clerk, City of El Mirage, Arizona