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ACTIVE 708088919v1 FIRST DRAFT DATED MARCH 7, 2025 _____________________________________________________ ESCROW AGENT AGREEMENT _____________________________________________________ THE CITY OF GLENDALE, ARIZONA and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Escrow Agent _____________________________________________________ Dated as of June 1, 2025 _____________________________________________________ Relating to Certain Obligations Refunded by the $___________ City of Glendale, Arizona Senior Lien Water and Sewer Revenue and Revenue Refunding Obligations, Series 2025 ACTIVE 708088919v1 ESCROW AGENT AGREEMENT THIS ESCROW AGENT AGREEMENT, dated as of June 1, 2025, by and between the CITY OF GLENDALE, ARIZONA (the “City”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Agent (the “Escrow Agent”). W I T N E S S E T H: WHEREAS, the City has caused to be executed and delivered Senior Lien Water and Sewer Revenue Refunding Obligations, Series 2015 (the “2015 Obligations”) and the City desires to provide for the payment of certain of such obligations; WHEREAS, the parties desire to establish an irrevocable depository trust for the safekeeping and application of the funds provided for the payment of interest on and principal of such obligations pursuant to the provisions under which such obligations were issued; and NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements hereinafter contained, IT IS HEREBY AGREED as follows: Section 1. Definitions. For the purpose of this Escrow Agent Agreement, the following words and phrases shall have the following meanings unless the context or use clearly indicates another or different meaning: “Bond Counsel” shall mean a firm of attorneys of national reputation acceptable to the City and experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds. “Business Day” shall mean a day other than (i) a Saturday, (ii) a Sunday or (iii) a day on which either the Federal Reserve Board of New York or the Escrow Agent is required or authorized by law to close. “City” shall mean the City of Glendale, Arizona. “Escrow Account” shall mean the Escrow Account established pursuant to Section 2 hereof. “Escrow Agent” shall mean U.S. Bank Trust Company, National Association and its successors, as trustee under this Escrow Agent Agreement. “Escrow Agent Agreement” shall mean this Escrow Agent Agreement, dated as of June 1, 2025, between the City and the Escrow Agent. “Escrow Securities” shall mean the Government Obligations described in Exhibit B hereto. ACTIVE 708088919v1 -2- “Government Obligations” shall mean direct noncallable and nonprepayable obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee of the full faith and credit of the United States of America has been pledged. “Paying Agent” shall mean U.S. Bank Trust Company, National Association, as paying agent for the Refunded Obligations, or any successor thereto. “Refunded Obligations” shall mean the 2015 Obligations maturing on July 1, 2026, July 1, 2027 and July 1, 2028 identified in Exhibit A hereto. “Registrar” shall mean U.S. Bank Trust Company, National Association as bond registrar for the Refunded Obligations. “Report” shall mean the written verifications by Robert Thomas, CPA, LLC certified public accountants, of the accuracy of the arithmetical computations of the adequacy of the maturing principal of and interest on the investments held by the Escrow Agent in the Escrow Account created hereunder, without any reinvestment of such amounts to pay, when due, the principal of and interest and repurchase or redemption premiums on the Refunded Obligations as the same become due, including upon redemption as provided herein. “2015 Obligations” shall mean the City of Glendale, Arizona Senior Lien Water and Sewer Revenue Refunding Obligations, Series 2015. “2015 Trust Agreement” shall mean the Trust Agreement dated as of March 1, 2015 pursuant to which the 2015 Obligations were executed and delivered. Section 2. Creation of Escrow Account. (a) There is hereby created an Escrow Account for the exclusive benefit of the owners of the Refunded Obligations. The City shall cause $____________ to be deposited with the Escrow Agent from funds previously budgeted for water and wastewater system capital improvements. The moneys and Government Obligations credited to the Escrow Account and all proceeds thereof are pledged solely to the payment of principal of and interest on the [applicable series of] Refunded Obligations to the extent necessary for such payment and shall be used solely for that purpose except as otherwise expressly provided herein. To secure such payment, the owners from time to time of the Refunded Obligations are granted a security interest in the moneys and Government Obligations and proceeds thereof in the Escrow Account to the extent necessary for such payment. (b) If on the date of delivery of the Obligations and the deposits to the Escrow Account (the “Closing Date”) the Escrow Agent shall not receive from the seller thereof any of the Escrow Securities (“Failed Escrow Securities”), the Escrow Agent shall accept, as temporary substitutes, at the same purchase price, other Government Obligations (“Substitute Escrow Securities”) the ACTIVE 708088919v1 -3- payments on which are scheduled to provide, as determined by an independent certified public accountant selected by the City, at least the same amounts of moneys on or before the same dates as the Failed Escrow Securities for which they are substituted. The Escrow Agent may rely upon the report of the independent public accountants that the condition in the preceding sentence is satisfied. If Substitute Escrow Securities are delivered, thereafter, upon delivery by the seller to the Escrow Agent of Failed Escrow Securities together with any amounts paid thereon subsequent to the Closing Date, the Escrow Agent shall return to the seller an amount of Substitute Escrow Securities, and any amounts paid thereon subsequent to the Closing Date, corresponding to the Failed Escrow Securities which the Substitute Escrow Securities replaced. Section 3. Transfer of Funds to Paying Agent. Except as provided below, the Escrow Agent will remit to the Paying Agent in good funds on July 1, 2025, moneys from the Escrow Account sufficient to pay such principal and interest as will meet the requirements for the timely payment of the Refunded Obligations. In the event the City shall have advanced funds to the Paying Agent in order to satisfy the City’s contractual obligations to such Paying Agent, and such funds are sufficient for such Paying Agent to make the payments due on the Refunded Obligations, then the Escrow Agent shall remit to the City the funds which were to be transferred to the Paying Agent for such Refunded Obligations. Section 4. Notice of Redemption. The City hereby calls the Refunded Obligations maturing on July 1, 2026 through and including July 1, 2028 for redemption on July 1, 2025. The Paying Agent on behalf of the City has or will give notice of redemption of each Refunded Obligation by mailing the redemption notice by first class or certified mail, postage prepaid, as provided in the 2015 Trust Agreement not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of such Refunded Obligation to be redeemed at the address shown on the obligation register maintained by the Paying Agent. In addition, the Paying Agent shall give written notice of the City’s exercise of its option to redeem any such Refunded Obligations not less than thirty-five (35) days prior to the redemption date by first-class or certified mail to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Refunded Obligations, including The Depository Trust Company of New York, New York (“Registered Depositories”) and the Municipal Securities Rulemaking Board as well as the entities listed in the second succeeding paragraph. The notice of redemption of the Refunded Obligations to be given by the Paying Agent, shall be substantially in the form attached hereto as Exhibit C. The City hereby irrevocably instructs the Escrow Agent to, and the Escrow Agent shall, within 30 days of the date first written above, cause notice of the defeasance of the Refunded ACTIVE 708088919v1 -4- Obligations, substantially in the form as shown in Exhibit D hereto, to be mailed to the respective registered owners of the Refunded Obligations and also to be provided by telecommunication (followed by written notice) to all Registered Depositories and to the entities listed below: Kenny Information Service’s Called Bond Service 55 Broad Street New York, New York 10004 Moody’s Municipal and Government 99 Church Street New York, New York 10007 Standard & Poor’s Called Bond Record 55 Water Street, 38th Floor New York, New York 10041 The City shall cause to be filed a material event notice electronically through the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board as required by its Continuing Disclosure Undertaking for the Refunded Obligations. Section 5. Reinvestment; Liquidation. (a) The Escrow Agent may liquidate investments and reinvestments held in the Escrow Account in advance of their maturity dates, and may reinvest (only in Government Obligations) or otherwise disburse the liquidation proceeds or other amounts only upon receipt of: (i) Written instructions from the City to do so; (ii) An opinion of Bond Counsel to the effect that such action will not adversely affect the exclusion from gross income for purposes of federal income taxation of the interest income on the Refunded Obligations, and will not cause the Refunded Obligations to become “arbitrage bonds” as that term is defined in Section 148(a) of the 1986 Code; and (iii) A report from a nationally recognized independent certified public accountant or firm of independent certified public accountants verifying the accuracy of the arithmetical computations of the adequacy of the proceeds from the liquidation, if any, together with any additional deposits and the maturing principal of and interest on Government Obligations, if any, to be acquired by the Escrow Agent in accordance with the City’s instructions, without any reinvestment of such amounts to pay, when due, the principal of and interest and redemption premium, if any, on the Refunded Obligations for which proceeds in the Escrow Account are held at such Refunded Obligations’ respective maturities or upon their early redemption. (a) The Escrow Agent shall reinvest all available uninvested balances (rounded to an even dollar amount) whenever said balances exceed $1,000 other than the initial cash balance in ACTIVE 708088919v1 -5- accordance with the written direction of the City. Such investments shall, to the extent possible, be invested in United States Treasury Certificates of Indebtedness, State and Local Government Series (“SLGS”) at a zero percent (0.0%) interest rate, maturing on the next succeeding debt service payment date for the Refunded Obligations. Such investments shall be made only to the extent permitted by, and shall be made in accordance with, the applicable statutes, rules and regulations governing such investments issued by the Bureau of the Public Debt. Such rules and regulations currently require that a subscription for purchase of the investment be submitted at least 5 days (7 days for subscriptions of $10 million or less) but no more than 60 days prior to the date of investment. If the Department of the Treasury (or the Bureau of the Public Debt) of the United States suspends the sale of SLGS causing the Escrow Agent to be unable to purchase SLGS, then the Escrow Agent will take the following actions. On the date it would have purchased SLGS had it been able to do so, the Escrow Agent will, in accordance with the written direction of the City, purchase Government Obligations maturing no more than 90 days after the date of purchase (the “Alternate Investment”). The purchase price of the Alternate Investment shall be as close as possible to the principal amount of the SLGS that would have been purchased on such date if they had been available for purchase and shall in no event be more than the amount payable at such maturity on such investment. The Escrow Agent will purchase each Alternate Investment at a price no higher than the fair market value of the Alternate Investment and will maintain records demonstrating compliance with this requirement. On the maturity of each Alternate Investment, the Escrow Agent shall pay the difference between the total of the receipts on the Alternate Investment and the purchase price of the Alternate Investment to the City with a notice to the City that such amount must be paid to the Internal Revenue Service pursuant to Rev. Proc. 95-47. The City agrees that, promptly upon the City’s receipt of notice from the Escrow Agent, the City will contact Bond Counsel to review the purchase of Alternate Investments and to prepare the necessary forms to be filed relating to such payment. If the Alternate Investment matures more than 29 days prior to the next succeeding interest payment date on the Refunded Obligations on which such proceeds will be needed to pay principal of or interest on the Refunded Obligations, the Escrow Agent shall treat such amounts as an uninvested balance available for reinvestment and invest such amounts in SLGS (or additional Alternate Investments as provided in this Section) only in accordance with the written direction of the City. If the Escrow Agent receives no written direction, it shall hold funds in the Escrow Account uninvested. (b) The City will not enter into a forward purchase agreement with respect to reinvestment of amounts in the Escrow Account in the event any of the Refunded Obligations are then rated by Moody’s Investors Service (“Moody’s”), unless Moody’s shall confirm that the rating assigned to the Refunded Obligations will not be reduced or withdrawn as a result of such action. Section 6. Security for Deposits. Any moneys credited to the Escrow Account which are not invested in Government Obligations as provided herein, shall be held as a demand deposit and shall at all times be secured by Government Obligations at least equal in value to 100% of the amount of such moneys, solely to the extent that such uninvested moneys are not insured by FDIC insurance. Section 7. Acceptance. The Escrow Agent shall have only the duties set forth herein with no liability in connection with any action or omission to act hereunder, except for its own negligence, willful misconduct or breach of trust, and no liability for payments on the Refunded Obligations ACTIVE 708088919v1 -6- except from the funds herein pledged for that purpose. By executing this Escrow Agent Agreement, the Escrow Agent shall evidence its acceptance of the powers, duties and responsibilities bestowed upon and required of the Escrow Agent under the terms hereof. Section 8. Reports. On or prior to July 31, 2025, the Escrow Agent shall submit to the City a report covering all moneys it shall have received and all payments it shall have made from the Escrow Account under the provisions hereof. Section 9. Responsibilities and Indemnification. The Escrow Agent shall have no responsibility or liability for any action taken in accordance with the express provisions hereof. In the event the Escrow Agent is required or permitted hereby, or is requested hereunder, to take any action (or refrain from taking any action) as the Escrow Agent, the performance (or nonperformance) of which would, in the Escrow Agent’s sole judgment, subject the Escrow Agent to unreasonable risk of liability or expense, the Escrow Agent shall have no duty to take (or refrain from taking) any such action until the Escrow Agent has been furnished with indemnity adequate, in its sole judgment, to protect the Escrow Agent, its directors, officers, employees, agents and attorneys from and against such liability or expense, and all reasonable costs and expenses (including reasonable attorneys’ fees) in connection therewith, or until its duty as to any such action (or inaction) shall have been finally adjudicated by a court of competent jurisdiction and all applicable periods in which to appeal or seek appellate review have expired. Section 10. Fees of Escrow Agent. The Escrow Agent shall receive a one-time fee of $800.00 for services as the Escrow Agent hereunder and as trustee for the Obligations. Except as otherwise expressly provided herein, such fee constitutes all payments the Escrow Agent shall receive with respect to services hereunder; provided, however, that the City agrees to pay or reimburse the Escrow Agent for any unusual or extraordinary costs, including reasonable attorney fees, incurred by it in performance of its duties. The Escrow Agent has no lien on moneys or investments in the Escrow Account securing payment of its fee or expenses. Payment of amounts due to the Escrow Agent shall not be payable from the Escrow Account. Section 11. Assignment of Agreement. The rights and duties of the Escrow Agent under this Escrow Agent Agreement shall not be assigned to any other person, corporation, partnership or trustee unless the Escrow Agent is required by law to divest, or does divest, itself of its corporate trust department or unless the Escrow Agent shall sell or assign substantially all of its corporate trust business in which event the trust hereunder shall be continued by the Escrow Agent’s successor in interest. Section 12. Right to Deal in Obligations. The Escrow Agent may in good faith buy, sell or hold and deal in any Refunded Obligations or Obligations with like effect as if it were not such Escrow Agent but such action shall not abrogate, alter or diminish any duty of the Escrow Agent as the Escrow Agent under this Escrow Agent Agreement. Section 13. Irrevocability; Amendments. The parties hereto recognize that the holders of the Refunded Obligations from time to time have a beneficial and vested interest in the moneys mentioned herein to pay when due principal of and interest on the Refunded Obligations. It is therefore recited, understood and agreed by the parties hereto that this Escrow Agent Agreement ACTIVE 708088919v1 -7- shall not be revoked, and shall not be amended without the consent of the holders of 100% of the aggregate principal amount of the Refunded Obligations, obtained in the manner specified by the City, except that this Escrow Agent Agreement may be amended without notice to or consent of the holders of the Refunded Obligations for one or more of the following purposes: (a) To insert any unintentionally omitted material or to cure any formal defect or omission or to cure any ambiguity, provided any such amendment shall not, in the opinion of the City, materially adversely affect the interests of the holders of the Refunded Obligations; (b) To grant or confer upon the holders of the Refunded Obligations any additional rights, remedies, powers or authority that may lawfully be granted or conferred upon them; (c) To secure or provide additional revenues or security or reserves for the payment of the Refunded Obligations; or (d) To reflect the severance of any Section, paragraph, subdivision, sentence, clause or phrase hereof which has been held illegal or unenforceable; provided that a copy of the section, paragraph, subdivision, sentence, clause or phrase to be severed shall be provided to any national rating service then maintaining a rating on the Refunded Obligations. Section 14. Termination. When all amounts payable on the Refunded Obligations have become due and the Escrow Agent has on deposit all moneys necessary for the payment of such amounts, and in any event on the Business Day following the date on which the last of the Refunded Obligations matures or is to be redeemed, the Escrow Agent shall transfer all moneys and investments credited to the Escrow Account not needed for payment of principal of, redemption premium, if any, and interest on the Refunded Obligations to the City. Section 15. Severability. If any Section, paragraph, subdivision, sentence, clause or phrase hereof shall for any reason be held illegal or unenforceable, such decision shall not affect the validity of the remaining portions hereof. If any provision hereof contains an ambiguity which may be construed as either valid or invalid, the valid construction shall be adopted. Section 16. Applicable Laws. This Escrow Agent Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Arizona. Section 17. Headings for Reference Only. The headings herein are inserted for reference only and shall not define or limit the provisions hereof. Section 18. Counterparts. This Escrow Agent Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. Section 19. Notices. All notices, consents or other communications required or permitted to be made hereunder to the parties hereto shall be deemed sufficient if given in writing, addressed and mailed by certified or registered mail, postage prepaid as follows: ACTIVE 708088919v1 -8- To the City: City of Glendale Finance Department, 3rd Floor 5850 West Glendale Avenue Glendale, Arizona 85301 Attention: Budget and Finance Director To the Escrow Agent: U.S. Bank Trust Company, National Association 1101 West Washington Street Tempe, Arizona 85281 Attention: Global Corporate Trust or to such other address as such party may hereafter designate by notice in writing addressed and mailed or delivered to each other party hereto. All notices, approvals, consents, requests and any communications to the Escrow Agent hereunder must be in writing in English and must be in the form of a document that is signed manually or by way of an electronic signature (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other electronic signature provider acceptable to the Escrow Agent). Electronic signatures believed by the Escrow Agent to comply with the ESIGN ACT of 2000 or other applicable law shall be deemed original signatures for all purposes. If the City chooses to use electronic signatures to sign documents delivered to the Escrow Agent, the City agrees to assume all risks arising out of its use of electronic signatures, including without limitation the risk of the Escrow Agent acting on an unauthorized document which appears upon examination to be regular on its face and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Escrow Agent may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Escrow Agent in lieu of, or in addition to, any document signed via electronic signature. Section 20. Statutory Notice. (a) Section 38-511 of the Arizona Revised Statutes provides that the State of Arizona, its political subdivisions or any department or agency of either may, within three years after its execution, cancel any contract, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions or any of the departments or agencies of either is, while the contract or any extension thereof is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract. (b) To the extent applicable under Section 41-4401, Arizona Revised Statutes, as amended, the Escrow Agent shall comply with all federal immigration laws and regulations that relate to its employees and its compliance with the E-verify requirements under Section 23-214(A), Arizona Revised Statutes, as amended. The breach by the Escrow Agent of the foregoing shall be deemed a material breach of this Agreement and may result in the termination of the services of the Escrow Agent by the City. The City retains the legal right to randomly inspect the papers and records of the Escrow Agent to ensure that the Escrow Agent is complying with the above- mentioned warranty. The Escrow Agent shall keep such papers and records open for random inspection during normal business hours by the Escrow Agent. The Escrow Agent shall cooperate with the random inspections by the City including granting the City entry rights onto its property to perform such random inspections and waiving its respective rights to keep such papers and ACTIVE 708088919v1 -9- records confidential. The City shall preserve the confidentiality of any information, records or papers the City views, accesses or otherwise obtains during any and every such random inspection, including, without limitation, such information. (c) To the extent applicable, pursuant to Section 35-393 et seq., Arizona Revised Statutes, the Escrow Agent hereby certifies it is not currently engaged in, and for the duration of this Escrow Agent Agreement shall not engage in, a boycott of Israel. The term “boycott” has the meaning set forth in Section 35-393, Arizona Revised Statutes. If the City determines that the Escrow Agent’s certification above is false or that it has breached such agreement, the City may impose remedies as provided by law. (d) Pursuant to Section 35-394, Arizona Revised Statutes, the Escrow Agent hereby certifies it does not currently, and for the duration of this Escrow Agent Agreement shall not use: (i) the forced labor of ethnic Uyghurs in the People’s Republic of China, (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China, and (iii) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. The foregoing certification is made to the best knowledge of the Escrow Agent without any current independent investigation or without any future independent investigation for the duration of this Agreement. If the Escrow Agent becomes aware during the duration of this Escrow Agent Agreement that it is not in compliance with such certification, the Escrow Agent shall take such actions as provided by law, including providing the required notice to the City. If the City determines that the Escrow Agent is not in compliance with the foregoing certification and has not taken remedial action, the City shall terminate the Escrow Agent’s role as the Escrow Agent hereunder pursuant to Article VIII of the 2015 Trust Agreement. Section 21. Holidays. When any action is provided herein to be done on a day named or within a time period named, and the day or the last day of the period falls on a day other than a Business Day, it may be performed on the next ensuing Business Day with effect as though performed on the appointed day or within the specified period. Section 22. Miscellaneous. (a) The Escrow Agent may consult with counsel of its own choice (which may be counsel to the City) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel. (b) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein. (c) The Escrow Agent shall not be liable for the accuracy of any calculations provided to it by other parties as to the sufficiency of the moneys deposited with it and held in the Escrow Account to pay the principal, interest, or premiums, if any, on the Refunded Obligations. (d) The Escrow Agent shall not be liable for any action or omission of the City under this Escrow Agent Agreement. ACTIVE 708088919v1 -10- (e) Whenever in the administration of this Escrow Agent Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or permitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized representative of the City, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or permitted by it under the provisions of this Escrow Agent Agreement in reliance thereon. (f) The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agent Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the City elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent’s understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. (g) The Escrow Agent shall not be required to risk or expend its own funds before taking any action under this Escrow Agent Agreement. ACTIVE 708088919v1 -11- IN WITNESS WHEREOF, the City has caused this Escrow Agent Agreement to be signed in its name and on its behalf by its duly authorized officer; and the Escrow Agent, to evidence its acceptance of the trusts hereby created, has caused this Escrow Agent Agreement to be signed in its name and on its behalf by its duly authorized officer, all as of the day first written above. CITY OF GLENDALE, ARIZONA By__________________________ Its ________________________ ATTEST: By______________________________ City Clerk APPROVED AS TO FORM: By______________________________ City Attorney U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Agent By_______________________________ Its Vice President EXHIBIT A ACTIVE 708088919v1 EXHIBIT A SCHEDULE OF MATURITIES AND REDEMPTION PROVISIONS OF REFUNDED OBLIGATIONS BOND COMPONENT MATURITY DATE PRINCIPAL AMOUNT OUTSTANDING PRINCIPAL AMOUNT DEFEASED COUPON REDEMPTION DATE PAYMENT PRICE CUSIP Series 2015 (Senior Lien) 07/01/26 $14,585,000 5.00% 07/01/25 100% 378352 PN 2 07/01/27 8,145,000 5.00 07/01/25 100 378352 PP 7 07/01/28 4,820,000 5.00 07/01/25 100 378352 PQ 5 EXHIBIT B ACTIVE 708088919v1 EXHIBIT B TO DEPOSITORY TRUST AGREEMENT DESCRIPTION OF THE ESCROW SECURITIES TYPE SETTLEMENT DATE MATURITY DATE PAR AMOUNT COUPON RATE PRICE TOTAL COST Beginning cash balance: $__________ EXHIBIT ACTIVE 708088919v1 C-1 EXHIBIT C TO ESCROW AGENT AGREEMENT NOTICE OF REDEMPTION STATE OF ARIZONA COUNTY OF MARICOPA CITY OF GLENDALE, ARIZONA __________________________________ NOTICE OF REDEMPTION OF $27,550,000 CITY OF GLENDALE, ARIZONA SENIOR LIEN WATER AND SEWER REVENUE REFUNDING OBLIGATIONS, SERIES 2015 Dated March 3, 2015 Maturity (July 1) Principal Amount Outstanding Principal Amount Redeemed Coupon Redemption Date CUSIP No. 2026 $14,585,000 $14,585,000 5.00% 07/01/2025 378352 PN 2 2027 8,145,000 8,145,000 5.00 07/01/2025 378352 PP 7 2028 4,820,000 4,820,000 5.00 07/01/2025 378352 PQ 5 * * * Notice is hereby given to the owners and holders of the obligations named in the above caption and due on July 1 of the years 2026 through and including 2028 that the City of Glendale has exercised its option to call for redemption and payment said obligations in the aggregate principal amount of $__________ prior to their maturity. All obligations described in this notice will be redeemed on July 1, 2025. Such obligations will be paid on July 1, 2025 upon surrender of said obligations and such payment will be made at a price of par, without premium, and accrued interest up to and including July 1, 2025. The owners and holders of said obligations are directed to present the same for payment at the principal office of U.S. Bank Trust Company, National Association, the Bond Registrar and Paying Agent, where such obligations and interest will be paid. ACTIVE 708088919v1 C-2 Notice is further given that said obligations shall cease to bear interest from and after said date of July 1, 2025. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Bond Registrar and Paying Agent EXHIBIT D ACTIVE 708088919v1 EXHIBIT D FORM OF NOTICE OF DEFEASANCE _____________________________ NOTICE OF ADVANCE REFUNDING OF $27,550,000 CITY OF GLENDALE, ARIZONA SUBORDINATE LIEN WATER AND SEWER REVENUE REFUNDING OBLIGATIONS, SERIES 2015 Dated March 3, 2015 Maturity Dates Bond Refunded (July) Principal Amount Outstanding Principal Balance Being Defeased Coupon Call Date July 1) Redemption Price CUSIPS 2026 $14,585,000 $14,585,000 5.00 2025 100% 378352 PN 2 2027 8,145,000 8,145,000 5.00 2025 100 378352 PP 7 2028 4,820,000 4,820,000 5.00 2025 100 378352 PQ 5 NOTICE IS HEREBY GIVEN that the above-referenced obligations have been refunded in advance of their stated maturity dates by the establishment of an irrevocable trust account with U.S. Bank Trust Company, National Association, as Escrow Agent. According to a report by Robert Thomas CPA, LLC, certified public accountants, the moneys and obligations issued or guaranteed by the United States of America which have been deposited in the trust account are scheduled to provide funds in amounts sufficient to pay all principal of and interest, without premium, on the obligations to be refunded as the same become due. The Obligations maturing on July 1 of the years 2026 through 2028 will be called for early redemption on July 1, 2025. For each obligation redeemed, the redemption price will be the principal amount thereof, plus accrued interest to the date of redemption and without premium. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Agent THIS IS NOT A REDEMPTION NOTICE