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ACTIVE 55576468v2
ORDINANCE NO. O21-28
AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE
CITY OF GLENDALE, MARICOPA COUNTY, ARIZONA
(1) AUTHORIZING THE EXECUTION AND DELIVERY OF A
GROUND LEASE, A LEASE-PURCHASE AGREEMENT, A
TRUST
AGREEMENT,
A
CONTINUING
DISCLOSURE
UNDERTAKING
AND
A
CERTIFICATE
PURCHASE
AGREEMENT;
(2) APPROVING THE SALE, EXECUTION
AND DELIVERY OF CERTIFICATES OF PARTICIPATION IN
A LEASE-PURCHASE
AGREEMENT
TO PROVIDE THE
NECESSARY FINANCING THEREFOR IN ONE OR MORE
SERIES; (3) DELEGATING TO AN AUTHORIZED OFFICER OF
THE CITY THE LIMITED AUTHORITY TO DESIGNATE BY
SERIES THE FINAL PRINCIPAL AMOUNT, MATURITIES,
INTEREST RATES AND OTHER MATTERS WITH RESPECT
TO SUCH CERTIFICATES; AND (4) AUTHORIZING THE
TAKING OF ALL OTHER ACTIONS NECESSARY TO THE
CONSUMMATION
OF
THE
TRANSACTIONS
CONTEMPLATED BY THIS ORDINANCE, INCLUDING THE
EXECUTION
OF CERTAIN
DOCUMENTS
AND
THE
DISTRIBUTION
OF
A
PRELIMINARY
OFFICIAL
STATEMENT AND AN OFFICIAL STATEMENT.
WHEREAS, the Mayor and Council of the City of Glendale, Arizona (the “City”),
have determined that it will be beneficial to its citizens to fund all or a portion of the City’s
unfunded liabilities with respect to the Arizona Public Safety Personnel Retirement System and
one or more contingency reserve funds with respect to pension and related liabilities (the
“Project”); and
WHEREAS, the Mayor and Council of the City, upon due investigation and
consideration, have found and determined that in order to finance the costs of the Project it is
desirable and necessary to lease-purchase certain property owned by the City, to be determined as
provided herein (the “Property”); and
WHEREAS, in connection with the financing of the Project, it is necessary that
the City enter into a ground lease (the “Ground Lease”) with respect to the Property with a lessee
that will lease the Property, together with all improvements now or hereafter constructed thereon,
to the City pursuant to a separate lease-purchase agreement (the “Lease-Purchase Agreement”),
which, among other things, provides for the financing of the Project; and
WHEREAS, the Mayor and Council of the City are authorized, pursuant to the
Charter of the City (the “Charter”), to lease any land, buildings or equipment now or hereafter
owned by the City on such terms and conditions as the Council of the City may prescribe; and
WHEREAS, the Mayor and Council of the City have determined that it is in the
best fiscal interest of the City that financing for the Project be undertaken through the sale and
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ACTIVE 55576468v2
delivery to the hereinafter defined Underwriter of a series of certificates of participation (the
“Certificates”), evidencing and representing proportionate interests of the owners thereof in the
Lease-Purchase Agreement, specifically the lease payments to be made by the City pursuant
thereto, and that the Mayor and Council of the City also approve and execute all required legal
documents in connection therewith; and
WHEREAS, (A) the Certificates will be executed, delivered and paid pursuant to
the terms and provisions of a trust agreement (the “Trust Agreement”) to be executed and delivered
by the City; (B) the Certificates will be offered for sale pursuant to a preliminary official statement
(the “Preliminary Official Statement”) which, with conforming changes, will become the final
official statement (the “Final Official Statement”) therefor and sold pursuant to a certificate
purchase agreement (the “Purchase Agreement”) between the City and the Underwriter (as defined
herein); and (C) in connection with the execution and delivery of the Certificates, Securities and
Exchange Commission Rule 15c2-12 will require the City to make certain agreements for the
benefit of the beneficial owners from time to time of the Certificates, as evidenced by a continuing
disclosure undertaking of the City (the “Continuing Disclosure Undertaking”); and
WHEREAS, the City has the general power and authority to enter into and deliver
the Ground Lease, the Lease-Purchase Agreement, the Trust Agreement, the Purchase Agreement
and the Continuing Disclosure Undertaking (collectively, the “City Documents”) and to cause the
sale and the execution and delivery of the Certificates, in order to finance the costs of the Project;
and
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND
COUNCIL OF THE CITY OF GLENDALE AS FOLLOWS:
SECTION 1. In addition to words and terms elsewhere defined in this Ordinance,
the capitalized words and terms used herein shall have the meaning given in Article 1 of the Trust
Agreement.
SECTION 2. The City Manager, Assistant City Manager or Budget and Finance
Director, whether actual, acting or interim (each an “Authorized Officer”) is hereby authorized
and directed to execute the City Documents on behalf of the City in substantially the form on file
with the City Clerk with such modifications, insertions and changes as may be approved by the
executing officials, which approval shall be conclusively evidenced by their execution of the City
Documents. If more than one series of obligations are issued, City Documents shall include
additional agreements necessary to provide for such series.
SECTION 3. From and after the execution and delivery of the City Documents in
definitive form by the City and the other parties thereto, as required, the officers, agents and
employees of the City are hereby authorized, empowered and directed to do all such acts and things
and to execute all such agreements, documents, instruments and certificates as may be necessary
to carry out and comply with the provisions thereof.
SECTION 4.
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ACTIVE 55576468v2
(A)
An Authorized Officer is hereby authorized and directed to determine on behalf of
the City: (1) the property which will comprise the Property for purposes hereof, to be selected from
the property listed in the Exhibit to the form of the Ground Lease; (2) the entity to serve as
“Trustee”, “Lessor” and “Lessee”, as applicable, for all purposes of the City Documents; (3) the
dated date and total principal amount of the Lease-Purchase Agreement (but not to exceed
$260,000,000 in principal amount); (4) the final principal and maturity date schedules of the
Lease-Purchase Agreement; (5) the interest rate on each maturity of the principal components of
the Lease-Purchase Agreement (but not to exceed 5% for any maturity) and the dates for payment
of such interest; (6) the provisions for redemption in advance of maturity of the payment of the
principal components of the Lease-Purchase Agreement; and (7) the sales price and terms of the
Certificates (including for original issue discount, original issue premium and underwriter’s
compensation).
(B)
An Authorized Officer is further hereby authorized and directed to determine on
behalf of the City whether the purchase of an insurance policy securing payment of the Certificates
or a surety bond or other reserve fund guaranty would be advantageous to the City or the terms of
the financing represented by the Certificates. Any officer, agent or employee of the City is hereby
authorized to negotiate with and secure, with proceeds of the Certificates or otherwise, such an
insurance policy or a reserve fund guaranty, or both, from one or more institutions, the claims-
paying ability of which are then assigned one of the two highest rating categories by a nationally
recognized credit rating agency. An Authorized Officer is hereby further authorized and directed
to execute and deliver any instruments or documents necessary in connection with the purchase of
any such insurance policy and/or reserve fund guaranty, including those making provision for the
repayment of amounts advanced by the institutions issuing such insurance policy and/or reserve
fund guaranty.
SECTION 5. An Authorized Officer is authorized to (i) determine whether the
Certificates are to be sold pursuant to negotiated sale or competitive bid basis either to RBC Capital
Markets, LLC (the “Underwriter”) as described in the Official Statement or to one or more
financial institutions on a private placement basis or pursuant to a bank lending proposal and
(ii) confirm such sale through the execution and delivery of a certificate purchase contract in the
event of a negotiated sale or, in the event of a competitive bid or bank lending proposal, through
execution and delivery of a certificate and receipt. An Authorized Officer is hereby authorized to
execute and deliver such agreements in such form with such insertions, omissions and changes as
are necessary and consistent with this Ordinance, the execution of such agreements being
conclusive evidence of such approval.
SECTION 6. An Authorized Officer is authorized to enter into such agreements as
he determines necessary in conjunction with obtaining bond insurance or a reserve fund surety
bond, if any and which are necessary to carry out and comply with the terms, provisions, and intent
of this Ordinance.
SECTION 7. The Preliminary Official Statement in substantially the form on file
with the Clerk and the distribution of the same, if necessary, is approved (the “Preliminary Official
Statement”). The Preliminary Official Statement shall be “deemed final” (except for permitted
omissions), by the City as of its date for purposes of SEC Rule 15c2-12(b)(1) and a final official
statement will be prepared and distributed to the Original Purchaser, if necessary, for purposes of
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ACTIVE 55576468v2
SEC Rule 15c2-12(b)(3) and (4). An Authorized Officer is authorized and directed to complete
and sign on behalf of the City and in his or her official capacity, the Official Statement, with such
modifications, changes and supplements as being necessary to carry out and comply with the
terms, provisions, and intent of this Ordinance. An Authorized Officer is authorized to use and
distribute, or authorize the use and distribution of, the Official Statement and any supplements
thereto as may in his or her judgment be necessary or appropriate.
SECTION 8. An Authorized Officer and the Clerk of the City are hereby
authorized and directed to do all such acts and things to execute, acknowledge and deliver all such
documents (including, without limitation, tax compliance certificates, security agreements and
financing statements, any amendments to such documents and all closing documents) as may in
their discretion be deemed necessary or desirable to carry out and comply with the terms,
provisions and intent of this Ordinance, and the City Documents and all exhibits to any of the
foregoing. All of the acts of the officers of the City which are in conformity with the intent and
purposes of this Ordinance, whether heretofore or hereafter taken or done, shall be and the same
are hereby ratified, confirmed, and approved in all respects.
SECTION 9. If any section, paragraph, clause or provision of this Ordinance shall
for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Ordinance.
SECTION 10. All orders and Ordinances or parts thereof inconsistent herewith are
hereby waived to the extent only of such inconsistency. This waiver shall not be construed as
reviving any order or Ordinance or any part thereof.
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ACTIVE 55576468v2
PASSED, APPROVED AND ADOPTED by the Mayor and Council of the City of
Glendale, Maricopa County, Arizona, this 13th day of April, 2021.
____________________________________
MAYOR JERRY P. WEIERS
ATTEST:
Julie K. Bower, City Clerk (SEAL)
APPROVED AS TO FORM:
Michael D. Bailey, City Attorney
REVIEWED BY:
Kevin R. Phelps, City Manager