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ORDINANCE NO. O22-12
AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE
CITY OF GLENDALE, MARICOPA COUNTY, ARIZONA
(1) AUTHORIZING THE EXECUTION AND DELIVERY OF A
PURCHASE AGREEMENT, A TRUST AGREEMENT, AN
ESCROW AGENT AGREEMENT, A CONTINUING
DISCLOSURE UNDERTAKING, A BANK SOLICITOR
AGREEMENT AND AN OBLIGATION PURCHASE
CONTRACT; (2) APPROVING THE SALE, EXECUTION AND
DELIVERY OF WATER AND SEWER REVENUE
OBLIGATIONS IN ONE OR MORE SERIES IN ORDER TO
FINANCE IMPROVEMENTS OF THE CITY’S WATER AND
SEWER SYSTEM; (3) PLEDGING CERTAIN WATER AND
SEWER SYSTEM REVENUES IMPOSED OR RECEIVED BY
THE CITY TO THE PAYMENT OF SUCH OBLIGATIONS;
(4) 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 OBLIGATIONS; AND (5) 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 City executed and delivered a Trust Agreement dated as of
February 1, 2012 (the “2012 Trust Agreement”) and a Purchase Agreement dated as of
February 1, 2012 (the “2012 Purchase Agreement”), pursuant to which Senior Lien Water and
Sewer Revenue Refunding Obligations, Series 2012 (the “2012 Obligations”), in an aggregate
principal amount of $77,635,000, evidencing a proportionate interest of the owners of the 2012
Obligations in purchase price payments to be made by the City, were executed and delivered on
February 9, 2012; and
WHEREAS, the City executed and delivered a Trust Agreement dated as of
March 1, 2015 (the “2015 Trust Agreement”) and a Purchase Agreement dated as of March 1,
2015 (the “2015 Purchase Agreement”), pursuant to which Senior Lien Water and Sewer
Revenue Refunding Obligations, Series 2015 (the “2015 Obligations”), in an aggregate principal
amount of $121,245,000, evidencing a proportionate interest of the owners of the 2015
Obligations in purchase price payments to be made by the City, were executed and delivered on
March 3, 2015; and
WHEREAS, the City executed and delivered a Trust Agreement dated as of
December 1, 2020 (the “2020 Trust Agreement”) and a Purchase Agreement dated as of
December 1, 2020 (the “Refunding Purchase Agreement”), pursuant to which Subordinate Lien
Water and Sewer Revenue Refunding Obligations, Series 2020 (the “2020 Obligations”), in an
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aggregate principal amount of $20,250,000, evidencing a proportionate interest of the owners of
the 2020 Obligations in purchase price payments to be made by the City, were executed and
delivered on December 17, 2020 and
WHEREAS, the City executed and delivered a Trust Agreement dated as of
June 1, 2021 (the “2021 Trust Agreement”) and a Purchase Agreement dated as of June 1, 2021
(the “2021 Purchase Agreement”), pursuant to which Subordinate Lien Water and Sewer
Revenue Refunding Obligations, Series 2021 (the “2021 Obligations”), in an aggregate principal
amount of $22,720,000, evidencing a proportionate interest of the owners of the 2021
Obligations in purchase price payments to be made by the City, were executed and delivered on
June 10, 2021; and
WHEREAS, the 2012 Trust Agreement, the 2015 Trust Agreement, the 2020
Trust Agreement, the 2021 Trust Agreement, the 2012 Purchase Agreement, the 2015 Purchase
Agreement, the 2020 Purchase Agreement and the 2021 Purchase Agreement describe the terms
and conditions upon which additional water and sewer obligations may be issued; and
WHEREAS, the Obligations will be issued pursuant to the Trust Agreement
between the City and the Trustee (as such terms are defined herein) in order to finance
improvements to the City’s water and sewer system (the “2022 Project”); and
WHEREAS, the Obligations will be secured by amounts received under the
Purchase Agreement pursuant to which the City will pledge Net Revenues (as defined herein) on
a priority of lien basis determined as provided herein; and
WHEREAS, the Obligations may be sold by negotiated or competitive sale and if
appropriate, may be reoffered pursuant to the Preliminary Official Statement and Official
Statement (as such terms are defined herein); and
WHEREAS, the Obligations may be sold to a bank financial institution, pursuant
to a bank lending proposal, to be selected by the Authorized Officer; and
WHEREAS, there have been placed on file with the City Clerk the proposed
forms of the following documents: (i) Purchase Agreement to be dated as of April 1, 2022 or
such later date as may be determined pursuant to Section 2 hereof (the “Purchase Agreement”)
by and between the City and the Trustee, (ii) Trust Agreement to be dated as of April 1, 2022 or
such later date as may be determined pursuant to Section 2 hereof (the “Trust Agreement”), (iii)
continuing disclosure undertaking (the “Continuing Disclosure Undertaking”), if required
pursuant to Rule 15c2-12 of the Securities and Exchange Commission, and (iv) Bank Solicitor
Agreement to be dated as of April 1, 2022 or such later date as may be determined pursuant to
Section 2 hereof (the “Bank Solicitor Agreement”); and
WHEREAS, this Council desires to authorize the execution and delivery of the
Purchase Agreement, the Trust Agreement, the Continuing Disclosure Undertaking and the
Escrow Agent Agreement (collectively, the “Basic Documents”) and such other documents as
may be necessary in connection with the execution and delivery of said Basic Documents, the
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pledge of Net Revenues for the payment of the amounts due under the Purchase Agreement and
the issuance of the Obligations.
BE IT ORDAINED BY THE 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 sale and purchase of the 2022 Project pursuant to the Purchase
Agreement are hereby approved; and the installment purchase payments (the “Purchase
Payments”) specified in the Purchase Agreement are hereby approved (but subject to the
limitations on the source of City payments as set forth in Section 3). 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 Basic 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 Basic Documents. If more than one series of
obligations are issued, Basic Documents shall include additional agreements necessary to
provide for such series. If an Authorized Officer determines that refunding obligations
authorized pursuant to Ordinance No. O22-_____ shall be issued concurrently, the Basic
Documents shall reflect such concurrent refunding obligations.
SECTION 3. For the payment of the Purchase Payments due and payable under
the Purchase Agreement authorized in Section 2 hereof, there are hereby pledged the City’s Net
Revenues on a priority of lien basis to be determined as set forth in Section 5 hereof. It is
intended that this pledge of Net Revenues will be sufficient to make the Purchase Payments
pursuant to the Purchase Agreement and the City agrees and covenants to make said Purchase
Payments from such Net Revenues, except to the extent that it chooses to make such payments
from other funds, as permitted by law. Neither the Purchase Agreement nor the promise to pay
pursuant thereto nor the Obligations constitute a general obligation of the City nor shall the City
be liable for the payments under the Purchase Agreement from ad valorem taxes.
SECTION 4. The City Council of the City hereby finds and determines that the
financing of the 2022 Project pursuant to the terms of the Purchase Agreement and the Trust
Agreement, through the issuance and the sale of the water and sewer revenue obligations
authorized hereby (the “Obligations”) in an aggregate principal amount not to exceed
$28,000,000 with a final maturity no later than twenty-one (21) years after the date of issuance at
an interest rate not to exceed 5.00%, are in furtherance of the purposes of the City and in the
public interest and will enhance the standard of living within the City and within the State.
SECTION 5. The Obligations shall be in the denomination of $5,000 or any
integral multiple thereof, shall be dated as determined by an Authorized Officer, shall bear
interest from such date payable on January 1 and July 1 of each year, commencing as determined
by an Authorized Officer, and shall be fully registered bonds without coupons. The Obligations
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shall mature on July 1 in the years determined by an Authorized Officer but not later than the
latest maturity of the Refunded Obligations.
The forms, terms and provisions of the Obligations and the provisions for the
signatures, authentication, payment, registration, transfer, exchange and number shall be as set
forth in the Trust Agreement and are hereby approved.
An Authorized Officer is hereby authorized and directed to determine on behalf of
the City: (i) whether each series of the Obligations are to be issued on a tax-exempt basis (“Tax-
Exempt Obligations”) or a taxable basis; (ii) the principal amount of the Obligations; (iii) the
final maturity schedule of the Obligations; (iv) the provisions for redemption in advance of
maturity or payment of the Obligations; (v) the interest rates on the Obligations; (vi) the sales
price and terms of the purchase of the Obligations (including the underwriter’s discount and the
original issue discount or premium), (vii) the determination as to which series of Obligations
shall be Senior Obligations and which shall be Subordinate Obligations (as defined in the Trust
Agreement), (viii) the provisions for credit enhancement, if any, for the Obligations including a
debt service reserve fund or surety bond; (ix) the provisions for a capitalized interest or
contingency amount, if any, if deemed to be in the best interests of the City and (x) the identity
of the financial institution to serve as trustee under the Trust Agreement (the “Trustee”).
The provisions for redemption of the Obligations shall be as set forth in the Trust
Agreement.
The forms and other terms and provisions of the Obligations and the provisions
for the signatures, authentication, payment, registration, transfer, exchange, and number shall be
as set forth in the Trust Agreement and are hereby approved.
SECTION 6. An Authorized Officer is authorized to (i) prepare, or cause to be
prepared, if necessary, a form of Preliminary Official Statement substantially the form used in
connection with the 2021 Obligations (the “Preliminary Official Statement”), (ii) determine
whether the Obligations are to be sold pursuant to negotiated sale or competitive bid basis either
to one or more underwriters 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 (iii) confirm
such sale through the execution and delivery of an obligation purchase contract in a form similar
to that executed and delivered in connection with the 2021 Obligations 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 7. The forms, terms and provisions of the Basic Documents, in
substantially the forms of such documents (including the exhibits thereto) on file with the City
Clerk, are hereby approved. An Authorized Officer is hereby authorized and directed to execute
and deliver, and the City Clerk of the City to attest, if necessary, the Basic Documents, with such
insertions, omissions and changes as are necessary and consistent with this Ordinance, the
execution of such documents being conclusive evidence of such approval and particularly of
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approval and acceptance of the covenants contained therein by the City Council of the City on
behalf of the City.
SECTION 8. 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.
All actions of the City related to preparing and distributing the Preliminary
Official Statement are hereby approved and ratified. The portions of the Official Statement
regarding the Obligations which concern and describe the City are hereby approved and the City
Manager is hereby authorized and directed to execute the same and any required certificates as to
the accuracy and completeness of said Official Statement descriptions of the City.
SECTION 9. The Preliminary Official Statement in substantially the form used in
connection with the 2021 Obligations is approved and the distribution of the same, if necessary,
is hereby approved. The Preliminary Official Statement is “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
SEC Rule 15c2-12(b)(3) and (4). The City Manager 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. The City Manager is authorized to use and
distribute, or authorize the use and distribution of, the Official Statement and any supplements
thereto as so signed in connection with the original issuance of the Obligations as may in his or
her judgment be necessary or appropriate. The references to the City contained in the
Preliminary Official Statement and such final Official Statement relating to the Obligations are
hereby authorized and approved.
SECTION 10. 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 Basic 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 11. In the event any of the Obligations are Tax-Exempt Obligations,
the City covenants that it will use, and will restrict the use and investment of, the proceeds of the
Tax-Exempt Obligations in such manner and to such extent as may be necessary so that (a) the
Obligations will not (i) constitute private activity bonds, arbitrage bonds or hedge bonds under
Section 141, 148 or 149 of the Internal Revenue Code of 1986, as amended (the “Code”), or
(ii) be treated other than as bonds to which Section 103(a) of the Code applies, and (b) the
interest thereon will not be treated as a preference item under Section 57 of the Code. An
Authorized Officer, or any other officer having responsibility for issuance of the Obligations
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shall, alone or with any other necessary officer or employee or consultant to the City, give an
appropriate certificate of the City, for inclusion in the transcript of proceedings for the Tax-
Exempt Obligations, setting forth (i) the reasonable expectations of the City regarding the
amount and use of all the proceeds of the Tax-Exempt Obligations; (ii) the facts, circumstances
and estimates on which the City’s expectations are based; and (iii) other facts and circumstances
relevant to the tax treatment of interest on the Tax-Exempt Obligations.
The City covenants (a) that it will take or cause to be taken such actions which
may be required of it for the interest on the Tax-Exempt Obligations to be and remain excluded
from gross income for federal income tax purposes, (b) that it will not take or authorize to be
taken any actions which would adversely affect that exclusion and (c) that it, or persons acting
for it, will, among other acts of compliance; (i) apply the proceeds of the Tax-Exempt
Obligations to the governmental purpose of the borrowing; (ii) restrict the yield on investment
property; (iii) make timely and adequate payments to the federal government; (iv) maintain
books and records and make calculations and reports; and (v) refrain from certain uses of those
proceeds and, as applicable, of property financed with such proceeds, all in such manner and to
the extent necessary to assure such exclusion of that interest under the Code. An Authorized
Officer, and other appropriate city officers are hereby authorized and directed to take any and all
such actions, make calculations and rebate payments, and make or give such reports and
certifications, as may be appropriate to assure such exclusion of that interest.
SECTION 12. 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 13. 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.
(Signatures on the following page)
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PASSED, ADOPTED and APPROVED by the Mayor and Council of the City of
Glendale, Maricopa County, Arizona, this 8th day of February, 2022.
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
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