O24-17

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ORDINANCE NO. O24-17
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, A CONTINUING DISCLOSURE UNDERTAKING 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 AND (6) DECLARING AN
EMERGENCY.
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 April 1,
2022 (the “2022 Trust Agreement”) and a Purchase Agreement dated as of April 1, 2022 (the
“2022 Purchase Agreement”), pursuant to which Senior Lien Water and Sewer Revenue
Obligations, Series 2022A (the “Series 2022A Obligations”) in an aggregate principal amount of
$20,665,000 and Senior Lien Water and Sewer Revenue Refunding Obligations, Series 2022B (the
“2022B Obligations” and together with the 2022A Obligations, the “2022 Obligations”), in an
aggregate principal amount of $40,010,000, evidencing a proportionate interest of the owners of
the 2022 Obligations in purchase price payments to be made by the City, were executed and
delivered on April 6, 2022; 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
aggregate principal amount of $20,250,000, evidencing a proportionate interest of the owners of

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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 2015 Trust Agreement, the 2020 Trust Agreement, the 2021 Trust
Agreement, the 2022 Trust Agreement, the 2015 Purchase Agreement, the 2020 Purchase
Agreement, the 2021 Purchase Agreement and the 2022 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 “2024 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 City intends for the obligations authorized hereby (the
“Obligations”) to be sold (i) directly to one or more banks as purchaser of the Obligations
(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 City Manager, Assistant City Manager or the Budget and Finance Director
(each, an “Authorized Officer”), an acceptable offer to directly purchase the Obligations is not
received from a bank, to one or more underwriters selected by the City (the “Underwriters”), as
provided in one or more obligation purchase agreements (each, an “Obligation Purchase
Agreement”), in substantially the same form as that used in connection with the sale of the 2022
Obligations, with such changes as are approved by an Authorized Officer; and
WHEREAS, if the Obligations are sold by negotiated sale to the Underwriters, the
Obligations will be reoffered pursuant to the Preliminary Official Statement (as defined herein)
and the Official Statement (as defined herein); 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 June 1, 2024 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 June 1, 2024 or such later
date as may be determined pursuant to Section 2 hereof (the “Trust Agreement”), and
(iii) continuing disclosure undertaking (the “Continuing Disclosure Undertaking”), if required
pursuant to Rule 15c2-12 of the Securities and Exchange Commission; and

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WHEREAS, this Council desires to authorize the execution and delivery of the
Purchase Agreement, the Trust Agreement, the Continuing Disclosure Undertaking and the
Obligation Purchase 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
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 2024 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).  Each 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.
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 2024 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 $40,000,000
with a final maturity no later than twenty-one (21) years after the date of issuance at an interest
rate not to exceed 6.0%, 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 obligations without coupons.  The Obligations
shall mature on July 1 in the years determined by an Authorized Officer.

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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.  Each Authorized Officer is authorized to determine whether any of
the Obligations 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 Obligations, 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 Obligations.  If it is the latter, such sale
will be evidenced by the execution and delivery of an Obligation Purchase Agreement for each
series of Obligations, if applicable.  If the Obligations are to be sold by negotiated sale to the
Underwriters, each Authorized Officer is hereby authorized to execute and deliver an Obligation
Purchase Agreement for each series of Obligations, if applicable, with such insertions, omissions
and changes as are necessary and consistent with this Ordinance, the execution of an Obligation
Purchase Agreement for each series of Obligations, if applicable, being conclusive evidence of
such approval.  An Authorized Officer may make provisions for insurance and/or liquidity support
of the Obligations, if such Authorized Officer determines that such insurance or credit support
would provide a net borrowing cost savings or enhance the marketability of the Obligations.  Such
determinations shall be included in the Obligation Purchase Agreements.
SECTION 7.  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 Obligations 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 2022 Obligations, which may be distributed in connection
with the offer and sale of the Obligations (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 Obligations which concern and describe the City are hereby

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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 execution and delivery of the Obligations 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 Obligations are hereby
authorized and approved.
SECTION 8.  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
approval and acceptance of the covenants contained therein by the City Council of the City on
behalf of the City.
SECTION 9.  Each 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 10.  Each 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

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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 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.
EMERGENCY CLAUSE
SECTION 14.  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 obligations herein authorized must be sold at the earliest possible time in order to
obtain the most advantageous interest rate; an emergency is, therefore, declared to exist, and this

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Ordinance shall be in full force and effect immediately upon its passage and adoption by the Mayor
and Council of the City, and it is hereby exempt from the referendum provisions of the Constitution
and laws of the State.
PASSED, APPROVED AND ADOPTED by the Mayor and Council of the City of
Glendale, Maricopa County, Arizona, this 28th day of May, 2024.
____________________________________
Mayor Jerry P. Weiers
ATTEST:
Julie K. Bower
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
REVIEWED BY:
Kevin R. Phelps
City Manager