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ACTIVE 688325931v4
ORDINANCE NO. O23-26
AN ORDINANCE OF THE COUNCIL OF THE CITY OF
GLENDALE, MARICOPA COUNTY, ARIZONA AUTHORIZ-
ING AND PROVIDING FOR THE ISSUANCE AND SALE OF
CITY OF GLENDALE, ARIZONA GENERAL OBLIGATION
BONDS IN ONE OR MORE SERIES FOR THE PURPOSE OF
PROVIDING FUNDS TO PAY ALL OR A PORTION OF THE
COSTS OF CERTAIN PROJECTS OF THE CITY AND TO PAY
ALL NECESSARY LEGAL, FINANCIAL, ARCHITECTURAL,
ENGINEERING AND OTHER COSTS IN CONNECTION
THEREWITH; PROVIDING FOR THE SALE OF SAID BONDS;
AUTHORIZING THE EXECUTION OF A BOND REGISTRAR
AND PAYING AGENT AGREEMENT; AUTHORIZING AN
OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION
OF A CONTINUING DISCLOSURE UNDERTAKING AND
CERTAIN OTHER DOCUMENTS AND THE TAKING OF
CERTAIN OTHER ACTIONS IN CONNECTION WITH THE
ISSUANCE AND DECLARING AN EMERGENCY.
Whereas, pursuant to Title 35, Chapter 3, Article 3, Arizona Revised Statutes, as amended
(the “Act”), duly called special bond elections were held in the City of Glendale, Arizona
(hereinafter referred to as the “City”), on October 20, 1981, March 10, 1987, November 2, 1999
and May 15, 2007, and thereafter canvassed pursuant to law; and
Whereas, at such elections there was submitted to and approved by the qualified electors
of the City questions as to the issuance and sale of general obligation bonds of the City in the
respective principal amounts and for the purposes as follows (which purposes include payment of
costs and expenses as set forth in the ballot preparation) and has issued in one or more series of
bonds pursuant to such authorizations the amounts, and has remaining authorization, as follows:
AUTHORIZED AMOUNT
PURPOSE
$6,750,000
[1981 Election]
to provide funds to construct an operations center and associated
costs
$9,698,000
[1987 Election]
to provide funds to construct a new north branch library facility;
to add to, improve, and renovate existing library buildings and
facilities; to furnish and equip such buildings and facilities and
to improve the grounds thereof; to acquire land and interests
therein as necessary for library facilities; and to purchase books
(“1987 Library Facilities”)
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AUTHORIZED AMOUNT
PURPOSE
$18,215,000
[1999 Election]
planning and constructing a cultural facility, planning,
acquiring, repairing and restoring historic properties, and
acquiring land and interests therein as may be needed for such
facilities and purposes (“1999 Cultural Facilities”)
$50,500,000
[1999 Election]
to promote new private sector job creation through development
and redevelopment within the City of Glendale, including land
acquisition to be used for public/private partnerships,
constructing infrastructure for future business parks, and
acquiring land and interests therein as may be needed for such
purposes
$40,910,000
[1999 Election]
planning and constructing a new public works operations center,
acquiring or constructing additional city buildings and facilities,
planning, acquiring or constructing a tourism visitor center,
additional restrooms and related infrastructure throughout the
City, and acquiring land and interests therein as may be needed
for such facilities and purposes (“1999 Government Facilities”)
$17,000,000
[1999 Election]
planning, acquiring, constructing, extending, improving and
repairing landfill and acquiring land and interests therein as may
be needed for such facilities and purposes
$15,398,000
[1999 Election]
planning, designing and constructing new library facilities,
planning, adding improving and renovating exiting library
buildings and facilities, furnishing and equipping such buildings
and facilities and improving the grounds thereof, acquiring land
and interests therein as may be needed for library facilities and
purposes and purchasing books (“1999 Library Facilities”)
$53,700,000
[1999 Election]
planning and acquiring land and interests therein for
preservation of open space, planning, acquiring and
constructing multiuse trails and linear parks, including but not
limited to lighted walkways, play areas, benches, amphitheater,
artwork, fountains, landscaping and equestrian trails, and
acquiring land and interests therein as may be needed for such
facilities and purposes (“1999 Open Spaces”)
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AUTHORIZED AMOUNT
PURPOSE
$6,935,000
[1999 Election]
planning, acquiring, constructing and expanding transit services
and passenger amenities and park and ride facilities,
replacement of transit buses, cars and computer equipment and
transit administrative facility upgrades and renovations, and
acquiring land and interests therein as may be needed for such
facilities and purposes
$10,000,000
[1999 Election]
planning and constructing sewers for areas within the City
currently utilizing septic systems and acquiring land and
interests therein as may be needed for such facilities and
purposes
$102,638,000
[2007 Election]
planning and constructing fire and police stations and
substations and other public safety buildings and facilities, new
court building, and public safety training facility, acquiring
additional and replacement police and fire protection equipment
and vehicles, renovating and improving existing public safety
facilities, and acquiring land and interests therein as may be
necessary for such facilities and equipment (“2007 Public
Safety Facilities”)
$79,065,000
[2007 Election]
constructing, reconstructing, improving and maintaining major
and local streets, highways and bridges and parking within the
City, and further including but not limited to downtown and
City-wide parking garages, street signage, lighting, street
widening and landscaping, and acquiring land and interests
therein as may be needed for such facilities and purposes
$20,554,000
[2007 Election]
planning, constructing, acquiring and installing flood control
facilities, including joint facilities to be utilized with others and
including but not limited to storm sewer lines and drains, flood
control channels, detention and retention basins, and acquiring
land and interests therein as may be needed for such facilities
and purposes, such facilities to be used for reducing flooding on
properties and reducing street flooding (“2007 Flood Control
Facilities”)
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AUTHORIZED AMOUNT
PURPOSE
$16,155,000
[2007 Election]
planning and constructing new parks and recreation facilities
city-wide and further including but not limited to new
swimming pools and indoor and outdoor multisport recreation
centers, planning, constructing, adding to and renovating
existing parks and recreation buildings and facilities, furnishing
and equipping such buildings and facilities and improving the
grounds thereof, and acquiring land and interests therein as may
be necessary for such facilities and purposes (“2007 Parks and
Recreation Facilities”)
WHEREAS, the City intends for the bonds authorized hereby (the “Bonds”) to be sold
(i) directly to one or more banks as purchaser of the Bonds (collectively, the “Bank Lender”) in
the form of one or more bank loans or bank lending proposals, in each case as evidenced by a
certificate and receipt of the Bank Lender or (ii) if, based on the determination of the Assistant
City Manager or the Budget and Finance Director, an acceptable offer to directly purchase the
Bonds is not received from a bank, to one or more underwriters selected by the City (the
“Underwriters”), as provided in one or more bond purchase agreements (each, a “Bond Purchase
Agreement”), in substantially the same form as that used in connection with the sale of the City’s
General Obligation Bonds, Series 2022, with such changes as are approved by the Assistant City
Manager or the Budget and Finance Director; and
WHEREAS, if the Bonds are sold by negotiated sale to the Underwriters, the Bonds will
be reoffered pursuant to the Preliminary Official Statement (as defined herein) and the Official
Statement (as defined herein); and
WHEREAS, there have been filed with the City Clerk proposed forms of the following
documents:
(a)
A Bond Registrar and Paying Agent Agreement to be dated on or before the
date of delivery of the Bonds (the “Bond Registrar Agreement”), pursuant to which a
qualified financial institution will act as Bond Registrar (as hereinafter defined); and
(b)
A Continuing Disclosure Undertaking to be dated the date of delivery of the
Bonds to be executed and delivered by the City if any of the Bonds are sold by negotiated
sale to the Underwriters (the “Continuing Disclosure Undertaking” or the “Undertaking”);
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Glendale, Arizona,
as follows:
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Section 1.
Purpose. That for the purpose of providing funds for the 1987 Library
Facilities, 1999 Library Facilities, 1999 Cultural Facilities, 1999 Open Spaces, 1999 Governmental
Facilities, 2007 Parks and Recreation Facilities, 2007 Public Safety Facilities and 2007 Flood
Control Facilities and to pay all necessary legal, financial, architectural, engineering and
contingent costs in connection therewith, the City hereby authorizes the issuance of its General
Obligation Bonds in one or more series which may include bonds, the interest on which is intended
to be excludible from gross income for federal income tax purpose in the aggregate principal
amount not to exceed $67,465,000. Any net premium received from the sale of the Bonds shall
be subject to Arizona Revised Statutes, Section 35-457.D. The City Manager, any Assistant City
Manager or Budget and Finance Director, in each case, whether interim or actual (each, an
“Authorized Officer”) shall determine the dollar amounts and respective ballot propositions under
which each series of Bonds shall be issued.
Section 2.
Authorization of Bonds. The Bonds shall be issued as fully registered bonds
registered as to both principal and interest, in the denominations determined by the Assistant City
Manager or Budget and Finance Director or any integral multiple thereof, and shall be dated the
date of delivery of the Bonds.
Interest on the Bonds shall be payable on January 1 and July 1 of each year (the “Interest
Payment Dates”), at the rates to be set forth in the Bond Purchase Agreement or certificate and
receipt of the Bank Lender (not to exceed an aggregate yield of 5.00%) until the principal amount
has been paid or provided for. The Bonds shall bear interest from the most recent date to which
interest has been paid or provided for or, if no interest has been paid or provided for, from the date
of delivery, or such other date as approved by an Authorized Officer. Interest on the Bonds will
be computed on the basis set forth in the Bond Purchase Agreement or certificate and receipt of
the Bank Lender. The final amounts and respective maturity dates of the Bonds shall be set forth
in the Bond Purchase Agreement or certificate and receipt of the Bank Lender, but none of the
Bonds shall mature later than July 1, 2048.
Section 3.
Sale of Bonds. Each Authorized Officer is authorized to determine whether
any of the Bonds are to be sold to (i) the Bank Lender pursuant to a bank lending proposal or
(ii) the Underwriters pursuant to negotiated sale as described in the Official Statement (such entity
purchasing the Bonds, the “Purchasers”). If it is the former, such sale will be evidenced by a
certificate and receipt of the Bank Lender for each series of Bonds. If it is the latter, such sale will
be evidenced by the execution and delivery of a Bond Purchase Agreement for each series of
Bonds, if applicable. If the Bonds are to be sold by negotiated sale to the Underwriters, each
Authorized Officer is hereby authorized to execute and deliver a Bond Purchase Agreement for
each series of Bonds, if applicable, with such insertions, omissions and changes as are necessary
and consistent with this Ordinance, the execution of a Bond Purchase Agreement for each series
of Bonds, if applicable, being conclusive evidence of such approval. An Authorized Officer may
make provision for insurance and/or liquidity support of the Bonds, if such Authorized Officer
determines that such insurance or credit support would provide a net borrowing cost savings or
enhance the marketability of the Bonds. Such determinations shall be included in the Bond
Purchase Agreements.
If bond insurance and/or liquidity support is obtained with respect to any of the Bonds, an
Authorized Officer is authorized to execute and deliver, on behalf of the City, appropriate
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agreements with the bond insurer and/or liquidity provider and the Bond Registrar with provisions
concerning, without limitation, any of the following: (i) the terms of the bond insurance and/or
liquidity support and the premium to be paid for it, (ii) procedures for payments under the bond
insurance and/or liquidity support and reimbursement of amounts advanced including subrogation
to the rights of bondholders paid, (iii) voting rights, (iv) remedies and (v) notices and providing of
information with respect to the Bonds.
Section 4.
Custody of Registered Bonds. (a) If one or more series of Bonds is sold to
the Underwriters by negotiated sale, such Bonds shall only be issued in book entry form, except
as provided in Section 9 hereof, and (i) one certificate for each Bond maturity in typewritten form
shall be registered in the name of the Depository (as defined herein) or its nominee, as registered
owner, and immobilized in the custody of the Depository; (ii) the beneficial owners of the Bonds
(the “Beneficial Owners”) shall have no right to receive the Bonds in the form of physical
securities; (iii) ownership of beneficial interests in the principal amounts of $5,000 or integral
multiples thereof shall be shown by book entry on the system maintained and operated by the
Depository and its participants, and transfers of the ownership of beneficial interest shall be made
only by book entry by the Depository and its participants; and (iv) the Bonds as such shall not be
transferable or exchangeable, except in transfer to another Depository or to another nominee of a
Depository.
As provided in Section 9 hereof, the City and the Bond Registrar shall treat the Depository
or its nominee in whose name the Bonds are registered in the Bond Registrar as the owner of the
Bonds for all purposes. Accordingly, principal and interest payments will be paid to the
Depository as the registered owner of the Bonds. All notices required by this Ordinance to be
given to the registered owners of Bonds shall be given to the Depository as the registered owner
of the Bonds. The transfer of principal and interest and of notices to the Beneficial Owners will
be the responsibility of the Depository and its Participants or other nominees of the Beneficial
Owners. The City will not be responsible or liable for such transfers or the failure thereof or for
maintaining, supervising or reviewing records of the Depository.
For the purposes of this Ordinance, “Depository” means any securities depository that is a
clearing agency under federal law operating and maintaining, with its participants or otherwise, a
book entry system to record ownership of beneficial interests in Bonds, and to effect transfers of
such beneficial interests in the Bonds, in book entry form, and includes and means initially The
Depository Trust Company (a limited purpose trust company), New York, New York.
(b)
Any series of Bonds sold to a Bank Lender pursuant to a bank lending proposal
shall be evidenced by one certificate for each Bond maturity in typewritten form and registered in
the name of and delivered to the applicable Bank Lender or its nominee.
Section 5.
Execution. The Bonds shall be signed by the Mayor and attested by the City
Clerk (references in this Ordinance to such officers shall include persons acting in the capacity of
such officers) in their official capacities. The signature of any or all of such officers may be
facsimiles. No Bond shall be valid or obligatory for any purpose or shall be entitled to any security
or benefit under this Ordinance unless and until the certificate of authentication printed on the
Bond is signed by the Bond Registrar as authenticating agent. Authentication by the Bond
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Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued, signed
and delivered under this Ordinance and is entitled to the security and benefit of this Ordinance.
Section 6.
Registrar and Paying Agent. An Authorized Officer is authorized to
appoint a qualified financial institution to serve as the authenticating agent, bond registrar, transfer
agent and paying agent (collectively, the “Bond Registrar”) for the Bonds. The Mayor or an
Authorized Officer shall sign and deliver, and the City Clerk shall attest, on behalf of the City, the
Bond Registrar Agreement, in substantially the form on file with the City Clerk with such
additions, deletions and modifications not inconsistent with this Ordinance as the officer executing
such agreement shall approve. Each Authorized Officer is authorized and directed on behalf of
the City to provide for payment of the services rendered and for reimbursement of expenses
incurred by the Bond Registrar from the proceeds of the Bonds to the extent available or from
other funds lawfully available therefor.
Section 7.
Payment of Bonds. The principal of, premium, if any, and interest on the
Bonds shall be payable in lawful money of the United States of America without deduction for the
services of the Bond Registrar as paying agent. Subject to Section 9 hereof, (a) principal and
premium, if any, shall be payable when due upon presentation and surrender of the Bonds at the
principal corporate trust office of the Bond Registrar and (b) interest on a Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name the Bond was
registered in the Bond Register, at the close of business on the 15th day of the calendar month next
preceding that Interest Payment Date (the “regular record date”) at that person’s address appearing
on the Bond Register (as defined in Section 9 below), or at such other address as is furnished to
the Bond Registrar, in writing, by the registered owner before the regular record date. Any interest
which is not timely paid or duly provided for shall cease to be payable to the person who is shown
as 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 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 whenever monies become available for payment
of the overdue interest, and notice of the special record date shall be given to registered owners
not less than ten days prior thereto.
Section 8.
Prior Redemption.
(a)
Each series of Bonds shall be subject to redemption prior to maturity
as set forth in the certificate and receipt of the Bank Lender or Bond Purchase Agreement and the
form of Bond.
(b)
(1)
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 give properly such notice of redemption shall not affect the redemption of any Bond for
which notice was properly given. A notice of optional redemption may contain a statement that
the redemption is conditional upon receipt by the Bond Registrar as paying agent of funds on or
before the date fixed for redemption sufficient to pay the redemption price of the Bonds so called
for redemption, and that if such funds are not available, such redemption shall be cancelled by
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written notice to owners of the Bonds called for redemption in the same manner as the original
redemption notice was mailed.
(2)
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.
(3)
Except as otherwise provided in a certificate and receipt of
the Bank Lender, the City may redeem, and the Bond Registrar and Paying Agent shall select, by
lot in such manner as the Bond Registrar and Paying Agent may determine, 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.
(c)
Any Bond or portion thereof in authorized denominations 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 9.
Registration and Exchange. So long as any of the Bonds remain
outstanding, the City will cause the Bond Registrar to maintain and keep at its principal corporate
trust office all books and records necessary for the registration, exchange and transfer of Bonds as
provided in this Section (the “Bond Register”). Subject to the provisions of Section 7 above, (a)
the person in whose name a Bond is registered on the Bond Register shall be regarded as the
absolute owner of that Bond for all purposes of this Ordinance, (b) payment of or on account of
the principal of, premium, if any, and interest on any Bond shall be made only to or upon the order
of that person, and (c) neither the City nor the Bond Registrar shall be affected by any notice to
the contrary, but the registration may be changed as provided in this Section. All such payments
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shall be valid and effectual to satisfy and discharge the City’s liability upon the Bond, including
interest, to the extent of the amount or amounts so paid.
Any Bond may be exchanged for Bonds of any authorized denomination upon presentation
and surrender at the principal corporate trust office of the Bond Registrar, together with a request
for exchange signed by the registered owner or by a person legally empowered to do so in a form
satisfactory to the Bond Registrar. A Bond may be transferred only on the Bond Register upon
presentation and surrender of the Bond at the principal corporate trust office of the Bond Registrar,
together with an assignment executed by the registered owner or by a person legally empowered
to do so in a form satisfactory to the Bond Registrar. Upon exchange or transfer the Bond Registrar
shall complete, authenticate and deliver a new Bond or Bonds of any authorized denomination or
denominations requested by the registered owner equal in the aggregate to the unmatured principal
amount of the Bond surrendered and bearing interest at the same rate and maturing on the same
date. Notwithstanding the foregoing, Bonds purchased by a Bank Lender shall be subject to such
transfer restrictions as may be determined by the Assistant City Manager or Budget and Finance
Director.
If manual signatures on behalf of the City are required, the Bond Registrar shall undertake
the exchange or transfer of Bonds only after the new Bonds are signed by the authorized officers
of the City. In all cases of exchanged or transferred Bonds, the City shall sign and the Bond
Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance.
All fees and costs associated with the exchange or transfer, including any tax or other governmental
charges required to be paid with respect to the exchange or transfer, shall be paid by the registered
owner requesting the exchange or the transferor, as appropriate. The City or the Bond Registrar
may require that those fees and costs, if any, be paid before the procedure is begun for the exchange
or transfer. All Bonds issued upon any exchange or transfer shall be valid obligations of the City,
evidencing the same debt, and entitled to the same security and benefit under this Ordinance as the
Bonds surrendered upon that exchange or transfer.
Any Bond surrendered to the Bond Registrar for payment, retirement, exchange,
replacement or transfer shall be canceled by the Bond Registrar. The City may at any time deliver
to the Bond Registrar for cancellation any previously authenticated and delivered Bonds that the
City may have acquired in any manner whatsoever, and those Bonds shall be promptly canceled
by the Bond Registrar. The canceled Bonds shall be retained for a period of time and then returned
to the City or destroyed by the Bond Registrar as directed by an Authorized Officer.
The City and the Bond Registrar will not be required (a) to issue or transfer any Bonds
during a period beginning with the opening of business on the 15th day next preceding any date of
selection of Bonds to be redeemed and ending with the close of business on the day on which the
applicable notice of redemption is given or (b) to transfer any Bonds which have been selected or
called for redemption in whole or in part.
In case any Bond becomes mutilated or destroyed or lost, the City shall cause to be
executed and delivered a new Bond of like 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’s paying the reasonable expenses and charges of the
City in connection therewith and, in the case of the Bond destroyed or lost, filing with the City
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Clerk by the registered owner evidence satisfactory to the City that such Bond was destroyed or
lost, and furnishing the City with a sufficient indemnity bond pursuant to Section 47-8405, Arizona
Revised Statutes.
Section 10.
Book-Entry Depository. Notwithstanding any provision of this Ordinance
or of any Bond to the contrary, the City may enter into an agreement with the registered owner of
a Bond in the custody of a Depository or a Bank Lender providing for making all payments to that
registered owner of payments of principal and interest on that Bond or any part thereof (other than
any payment of the entire unpaid principal amount thereof) at a place and in a manner (including
wire transfer of funds) other than as provided in this Ordinance and in the Bond, without prior
presentation or surrender of the Bond, upon any conditions which shall be satisfactory to the City;
provided, that payment in any event shall be made to the person who is the registered owner of
that Bond, on the date or other date duly agreed upon that principal and premium is due, and, with
respect to the payment of interest, as of the applicable regular record date or special record date or
other date as duly agreed upon as the case may be.
If any Depository determines not to continue to act as a Depository for the Bonds for use
in a Book Entry System, the City may attempt to have established a securities depository/book
entry relationship with another qualified Depository. If the City does not or is unable to do so, the
City and the Bond Registrar, after the Bond Registrar has made provision with the Depository for
notification of the Beneficial Owners by the then Depository, shall permit withdrawal of the Bonds
from the Depository, and authenticate and deliver replacement Bonds in fully registered form in
the denominations of $5,000 or any integral multiple thereof to the assignees of the Depository or
its nominee. If the event is not the result of City action or inaction, such withdrawal, authentication
and delivery shall be at the cost and expense (including costs of printing definitive Bonds) of those
persons requesting such authentication and delivery.
Section 11.
Form of Bond. The Bonds shall be in substantially the following form, the
officials executing the Bonds to make the insertions and deletions necessary to conform the Bonds
to this Ordinance:
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(FORM OF FACE OF BOND)
REGISTERED
REGISTERED
NO.
$
CITY OF GLENDALE, ARIZONA
GENERAL OBLIGATION BOND, SERIES 2023
INTEREST RATE:
MATURITY DATE:
DATED AS OF:
CUSIP:
% per annum
July 1, ____
Date of Delivery
_______
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
_______________ DOLLARS
The City of Glendale, Arizona (the “City”), for value received, promises to pay to the
Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date,
each as stated above, and interest thereon until the Principal Amount is paid or provided for at the
Interest Rate stated above, on January 1 and July 1 of each year (the “Interest Payment Dates”),
commencing ___________. This Bond will bear interest from the most recent date to which
interest has been paid or provided for or, if no interest has been paid or provided for, from its date.
Principal and interest are payable in lawful money of the United States of America, without
deduction for the paying agent services, to the person in whose name this Bond (or, if applicable,
one or more predecessor Bonds) is registered (the “registered owner” or “owner”) on the Register
maintained by the Bond Registrar, initially __________________. Principal is payable upon
presentation and surrender of this Bond at the principal corporate trust office of the Bond Registrar.
Interest is payable by check or draft mailed by the Bond Registrar on each Interest Payment Date
to the registered owner of this Bond (or one or more predecessor Bonds) as shown and at the
address appearing on the Register at the close of business on the 15th day of the calendar month
next preceding that Interest Payment Date (the “regular record date”). Any 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 whenever monies become available for payment of the overdue interest, and notice of
the special record date shall be given to registered owners not less than ten days prior thereto.
This Bond is one of an issue of like date, tenor and effect except as to maturity and interest
rate, aggregating the sum of $__________, issued to pay all or a portion of certain 1987 Library
Facilities, 1999 Cultural Facilities, 1999 Open Spaces, 1999 Governmental Facilities, 2007 Parks
and Recreation Facilities, 1999 Library Facilities, 2007 Public Safety Facilities and 2007 Flood
Control Facilities (as such terms are defined in the hereinafter defined Bond Ordinance) and to pay
all necessary legal, financial, architectural, engineering and contingent costs in connection
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therewith (the “Bonds”), under authority of and pursuant to the laws of the State of Arizona,
particularly Title 35, Chapter 3, Article 3, Section 35-451, et seq., of the Arizona Revised Statutes
(the “Act”), the Charter of the City, the requisite majority vote of the electors of the City cast at a
special election held on March 10, 1987, upon the question of issuing bonds in the original
principal amount of $89,511,000, at a special election held on November 2, 1999, upon the
question of issuing bonds in the original principal amount of $411,586,800 and at a special election
held on May 15, 2007 upon the question of issuing bonds in the original principal amount of
$218,412,000 and Ordinance No. O23-_________, passed by the Council of the City on August 8,
2023 (the “Bond Ordinance”).
The Bonds are issuable only as fully registered bonds in the denominations of $5,000 or
any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other
authorized denominations at the principal corporate trust office of the Bond Registrar, by the
registered owner or by a person legally empowered to do so, upon presentation and surrender
hereof to the Bond Registrar, together with a request for exchange or an assignment, signed by the
registered owner or by a person legally empowered to do so, in a form satisfactory to the Bond
Registrar, all subject to the terms, limitations and conditions provided in the Bond Ordinance. All
fees and costs associated with the exchange or transfer, including any tax or governmental charges
payable in connection therewith, shall be paid by the owner requesting the exchange or the
transferor, as appropriate. The City or the Bond Registrar may also require that such fees and
charges be paid prior to the procedure for exchange or transfer. The City and the Bond Registrar
may deem and treat the registered owner as the absolute owner of this Bond for the purpose of
receiving payment of or on account of principal or interest and for all other purposes, and neither
the City nor the Bond Registrar shall be affected by any notice to the contrary.
The Bonds are subject to redemption prior to their stated maturities as follows:
* * *
The Council of the City of Glendale has by ordinance ordered the creation of a special fund
for the payment of principal of and interest on the bonds of the issue of which this bond is one.
Payments are to be made into said fund from taxes to be levied on all taxable property in the City
and the money in said fund is to be used solely to pay principal of and interest on the bonds of the
issue of which this is one. Such taxes, together with other monies to be deposited in said fund
(including earnings on investments made with money in said fund), are required to be sufficient to
pay such principal, interest and redemption premiums, if any, when due.
Reference is made to the Bond Ordinance for a more complete description of the
provisions, among others, with respect to the nature and extent of the security for the Bonds, the
rights, duties and obligations of the City, the Bond Registrar and the registered owners, and the
terms and conditions upon which the Bonds are issued and secured. The registered owner of this
Bond assents, by acceptance hereof, to all of the provisions of the Bond Ordinance.
It is hereby certified and recited that all acts and conditions necessary to be performed by
the City or to have been met precedent to and in the issuance of the Bonds in order to make them
legal, valid and binding special obligations of the City, have been performed and have been met
in regular and due form as required by law; that payment in full for the Bonds has been received;
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and that no statutory, charter or constitutional limitation on indebtedness has been exceeded in
issuing the Bonds.
This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Ordinance until the Certificate of Authentication below has
been signed.
IN WITNESS WHEREOF, the City of Glendale, Arizona has caused this Bond to be
executed in its name by the facsimile signatures of the Mayor and attested to by the facsimile
signature of its City Clerk, all as of __________, 2023.
CITY OF GLENDALE, ARIZONA
(facsimile)
Mayor
ATTEST:
(facsimile)
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Bond Ordinance referred to above.
Date of Authentication:
_______________________________
as Bond Registrar
By_____________________________
Authorized Representative
Registrable at and Payable by:
_______________________________________________
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ASSIGNMENT
[Form of Assignment]
(END OF FORM OF BOND)
Section 12.
Delivery of Bonds. The Mayor or any Authorized Officer shall cause the
Bonds to be prepared and shall have the Bonds signed, authenticated and delivered, together with
a true transcript of proceedings with reference to the issuance of the Bonds, to the Purchasers upon
payment of the par value thereof plus the net premium or less the discount set forth in the Bond
Purchase Agreement or certificate and receipt of the Bank Lender.
Section 13.
Application of Proceeds. The proceeds from the sale of the Bonds shall be
paid into the proper fund or funds and credited to separate book accounts, and those proceeds are
appropriated and shall be used in the amounts and solely for the purposes as set forth in the
respective ballot question submitted to the qualified voters of the City at the aforesaid special bond
elections, as determined by an Authorized Officer, subject to the provisions of Arizona Revised
Statutes, Section 35-457.D. The proceeds of the Bonds will be invested pursuant to State law. The
City shall include in its records sufficient information to identify the proceeds, expenditures and
investment income relating to the Bonds.
Section 14.
Allocation of Bonds Between 6% and 20% Debt Limits; Ratification of
Prior Actions. An Authorized Officer is hereby authorized to determine the respective allocations
between the 6% and 20% debt limitations set forth and in accordance with applicable law. All
prior allocations of bond proceeds to specific ballot propositions as set forth in the Whereas clauses
herein and as between 6% and 20% to debt limits are hereby affirmed and ratified.
Section 15.
Security for the Bonds; Covenants. For the purpose of paying principal of
and interest on the bonds herein authorized there shall be levied on all taxable property in the City
of Glendale a continuing, direct, annual ad valorem tax sufficient to produce the amounts required
below; said amounts are hereby found sufficient and necessary to assure payment of the principal
of and interest on said Bonds as the same become due at or prior to maturity. In each year the
money derived from said tax shall be paid into separate funds which are hereby created and named
the “Interest Fund” and the “Redemption Fund”. Such Interest Fund and Redemption Fund shall
be kept separately by the City for the equal benefit of the holders of the Bonds herein authorized
and used solely for the payment of principal of and interest on such Bonds. There shall be paid
into said Interest Fund and Redemption Fund the accrued interest and any premium received by
the City from the Purchasers of the Bonds herein authorized plus an amount sufficient to pay all
interest when due on said Bonds plus the amounts on or prior to July 1 in the years determined by
an Authorized Officer.
If at the time of any annual tax levy the amount in the Interest Fund and Redemption Fund
accumulated as hereinabove required shall not be sufficient to pay all principal and interest falling
due on said Bonds prior to the time that taxes will become available from the next succeeding tax
levy, the City shall include in such earlier tax levy such additional amount as shall produce funds
sufficient to remedy any such deficiency and deposit the proceeds of said taxes into the Interest
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Fund and Redemption Fund. Whenever there shall be insufficient money in the Interest Fund and
Redemption Fund to pay Bonds and interest thereon payable therefrom when due, the City may
pay such principal and interest from any other legally available fund and shall reimburse such other
fund when money becomes available from the proceeds of the taxes hereinabove required.
Section 16.
Official Statement. If and to the extent applicable, all actions of the City
related to preparing and distributing a form of Preliminary Official Statement, to be used if any of
the Bonds are sold by negotiated sale to the Underwriters, in substantially the same form as that
was used in connection with the offer and sale of the City’s General Obligation Bonds, Series
2019, which may be distributed in connection with the offer and sale of the Bonds (as prepared in
accordance with the terms of this Ordinance, the “Preliminary Official Statement”), are hereby
approved and ratified. The portions of the Official Statement regarding the Bonds which concern
and describe the City are hereby approved and, if so necessary, the Assistant City Manager or the
Budget and Finance Director are 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.
If so necessary, the Preliminary Official Statement is approved and the distribution of the
same is hereby approved. If and to the extent applicable, 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, if so necessary, a final official statement (the “Official Statement”) will
be prepared and distributed to the Underwriters for purposes of SEC Rule 15c2-12(b)(3) and (4).
If so necessary, the Assistant City Manager or the Budget and Finance Director are 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. If so necessary, the Assistant City
Manager or the Budget and Finance Director are 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 Bonds as may in his or her judgment be necessary or
appropriate. If and to the extent applicable, the references to the City contained in the Preliminary
Official Statement and the Official Statement relating to the Bonds are hereby authorized and
approved.
Section 17.
Continuing Disclosure Undertaking. If any of the Bonds are sold by
negotiated sale to the Underwriters, the Mayor and each Authorized Officer is hereby authorized,
empowered and directed to execute and deliver the Continuing Disclosure Undertaking in
substantially the same form as now before the City, or with such changes therein as the individual
executing the Continuing Disclosure Undertaking on behalf of the City shall approve, his or her
execution thereof to constitute conclusive evidence of his or her approval of such changes. If a
Continuing Disclosure Undertaking is executed and delivered on behalf of the City as herein
provided, such Continuing Disclosure Undertaking will be binding on the City and the officers,
employees and agents of the City, and the officers, employees and agents of the City are hereby
authorized, empowered and directed to do all such acts and things and to execute all such
documents as may be necessary to carry out and comply with the provisions of the Continuing
Disclosure Undertaking as executed. Notwithstanding any other provision of this Ordinance, the
sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability
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of the Beneficial Owner of any Bond to seek mandamus or specific performance by court order,
to cause the City to comply with its obligations under the Continuing Disclosure Undertaking.
Section 18.
Tax Covenants. The City covenants that it will use, and will restrict the use
and investment of, the proceeds of the Bonds in such manner and to such extent as may be
necessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or
hedge bonds under Sections 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.
The City further covenants (a) that it will take or cause to be taken such actions that may
be required of it for the interest on the Bonds 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 that 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 Bonds to the governmental purposes 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.
Each Authorized Officer is hereby authorized (a) to make or effect any election, selection,
designation, choice, consent, approval, or waiver on behalf of the City with respect to the Bonds
as the City is permitted or required to make or give under the federal income tax laws, including,
without limitation thereto, any of the elections provided for or available under Section 148 of the
Code, for the purpose of assuring, enhancing or protecting favorable tax treatment or status of the
Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the
burden or expense of such compliance, reducing the rebate amount or payments of penalties, or
making payments of special amounts in lieu of making computations to determine, or paying,
excess earnings as rebate, or obviating those amounts or payments, as determined by that officer,
which action shall be in writing and signed by the officer, (b) to take any and all other actions,
make or obtain calculations, make payments, and make or give reports, covenants and
certifications of and on behalf of the City, as may be appropriate to assure the exclusion of interest
from gross income and the intended tax status of the Bonds, and (c) to give one or more appropriate
certificates of the City for inclusion in the transcript of the proceedings for the Bonds, setting forth
the reasonable expectations of the City regarding the amount and use of all the proceeds of the
Bonds, the facts, circumstances and estimates on which they are based, and other facts and
circumstances relevant to the tax treatment of the interest on and the tax status of the Bonds.
Section 19.
Further Actions. All actions of the officers and agents of the City which
are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance
and sale of the Bonds as contemplated by this Ordinance whether heretofore or hereafter taken
shall be and are hereby ratified, confirmed and approved. The Mayor, each Authorized Officer
and the City Clerk and other appropriate 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 Ordinance.
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Section 20.
All Conditions Met. This Council determines that all acts and conditions
necessary under the Act and other applicable laws 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 special
obligations of the City, have been performed and met, or will at the time of delivery of the Bonds
have been performed and met, in regular and due form as required by law; and that no statutory,
charter or constitutional limitation of indebtedness or taxation will have been exceeded in the
issuance of the Bonds.
Section 21.
Open Meeting. This Council finds and determines that all formal actions of
this Council concerning and relating to the passage of this Ordinance were taken in an open
meeting of this Council and that all deliberations of this Council and of any committees that
resulted in those formal actions were in meetings open to the public, in compliance with all legal
requirements.
Section 22.
Severability. If any section, paragraph, clause or provision of this
Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section 23.
Ordinance a Contract. This Ordinance 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.
Section 24.
Emergency Clause. The immediate operation of the provisions of this
Ordinance is necessary for the public peace, health, and safety of the residents and citizens of the
City for the reason that the bonds herein authorized must be sold at the earliest possible time in
order to obtain the most advantageous interest rate and to be considered issued under federal tax
law as currently in effect; an emergency is, therefore, declared to exist, and this Ordinance shall
be in full force and effect immediately upon its passage and adoption by the Mayor and Council
of the City of Glendale, and it is hereby exempt from the referendum provisions of the Constitution
and laws of the State.
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PASSED and APPROVED by the City Council of the City of Glendale, Arizona, this 8th
day of August, 2023.
___________________
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