Attachment A - Resolution No. 2026-2529

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RESOLUTION NO. 2026-2529 
 
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF 
GOODYEAR, MARICOPA COUNTY, ARIZONA, DIRECTING THE CITY 
OF GOODYEAR PUBLIC IMPROVEMENT CORPORATION TO 
DEFEASE THE OUTSTANDING CITY OF GOODYEAR PUBLIC 
IMPROVEMENT CORPORATION MUNICIPAL FACILITIES REVENUE 
REFUNDING BONDS, SERIES 2016A AND MUNICIPAL FACILITIES 
REVENUE REFUNDING BONDS, SERIES 2016B; AUTHORIZING AND 
PROVIDING FOR THE INTERIM FINANCE DIRECTOR OR DESIGNEE 
TO TRANSFER CITY FUNDS TO DEFEASE AND REDEEM SUCH BONDS; 
AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY 
TO 
THE 
CONSUMMATION 
OF 
THE 
TRANSACTIONS 
CONTEMPLATED BY THIS RESOLUTION; AND RATIFYING THE 
ACTIONS OF ALL OFFICERS AND AGENTS OF THE CITY AND OTHERS 
WITH RESPECT TO THE TRANSFER, PREPAYMENT, DEFEASANCE, 
AND REDEMPTION. 
 
WHEREAS, as of December 1, 2007, the City of Goodyear Public Improvement 
Corporation (the “Corporation”) and the City of Goodyear, Arizona (the “City”) entered into a 
Lease-Purchase Agreement recorded at number 2007-1287636, Official Records of Maricopa 
County, Arizona, as thereafter amended by the First Amendment to Lease-Purchase Agreement 
(2007) dated as of November 1, 2011, and the Second Amendment to Lease-Purchase Agreement 
(2007) dated as of October 1, 2016 (collectively, the “2007 Lease”), regarding the acquisition and 
construction of a baseball stadium, training facilities and all related facilities located on the real 
property described therein (the “2007 Project”) and refinancing of the 2007 Project; and 
WHEREAS, the Corporation and Wells Fargo Bank, N.A., as initial trustee, entered into 
a Trust Indenture dated as of December 1, 2007 (the “Original 2007 Indenture”), providing for the 
issuance of $67,850,000 original principal amount of City of Goodyear, Arizona Public 
Improvement Corporation Municipal Facilities Revenue Bonds, Series 2007A, $3,165,000 
original principal amount of Municipal Facilities Revenue Refunding Bonds, Series 2007B, and 
$3,250,000 original principal amount of Municipal Facilities Revenue Refunding Bonds, Series 
2007C (collectively, the “Series 2007 Bonds”) regarding the 2007 Project, as thereafter 
supplemented by the First Supplement to Indenture (2007) by and between the Corporation and 
Wells Fargo Bank, N.A., as trustee, dated as of November 1, 2011 (the “First 2007 Supplement”), 
providing for the issuance of $25,295,000 original principal amount of City of Goodyear, Arizona 
Public Improvement Corporation Municipal Revenue Refunding Bonds, Series 2011A, and the 
Second Supplement to Indenture (2007) by and between the Corporation and U.S. Bank National 
Association, as trustee, dated as of October 1, 2016 (the “Second 2007 Supplement”), providing 
for the issuance of $40,530,000 original principal amount of City of Goodyear, Arizona Public 
Improvement Corporation Municipal Facilities Revenue Refunding Bonds, Series 2016A (the 
“Series 2016A Bonds”). The Original 2007 Indenture, the First 2007 Supplement, and the Second 
2007 Supplement are collectively referred to as the “2007 Indenture”; and 
 
WHEREAS, as of December 1, 2008, the Corporation and the City entered into a Lease-
Purchase Agreement recorded at number 2008-1051311, Official Records of Maricopa County,

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Arizona, as amended by the First Amendment to Lease-Purchase Agreement (2008) dated as of 
November 1, 2011, and the Second Amendment to Lease-Purchase Agreement (2008) dated as of 
October 1, 2016 (collectively, the “2008 Lease”), regarding the acquisition and construction of 
baseball training facilities and related facilities located on the real property described therein (the 
“2008 Project”) and refinancing of the 2008 Project; and 
 
WHEREAS, the Corporation and Wells Fargo Bank, N.A., as initial trustee, entered into 
a Trust Indenture dated as of December 1, 2008 (the “Original 2008 Indenture”), providing for the 
issuance of $34,450,000 original principal amount of City of Goodyear, Arizona Public 
Improvement Corporation Municipal Facilities Revenue Bonds, Series 2008 (the “Series 2008 
Bonds”) regarding the 2008 Project, as thereafter supplemented by the First Supplement to 
Indenture (2008) by and between the Corporation and Wells Fargo Bank, N.A., as trustee, dated 
as of November 1, 2011 (the “First 2008 Supplement”), providing for the issuance of $1,515,000 
original principal amount of City of Goodyear, Arizona Public Improvement Corporation 
Municipal Revenue Refunding Bonds, Series 2011B, and the Second Supplement to Indenture 
(2008) by and between the Corporation and U.S. Bank National Association, as trustee, dated as of 
October 1, 2016 (the “Second 2008 Supplement”), providing for the issuance of $31,165,000 
original principal amount of City of Goodyear, Arizona Public Improvement Corporation Municipal 
Facilities Revenue Refunding Bonds, Series 2016B (the “Series 2016B Bonds” and, together with the 
2016A Bonds, the “Bonds”).  The Original 2008 Indenture, the First 2008 Supplement, and the 
Second 2008 Supplement are collectively referred to as the “2008 Indenture”; and 
WHEREAS, U.S. Bank National Association replaced Wells Fargo Bank N.A. as the trustee 
under the 2007 Indenture and the 2008 Indenture, and is now known as U.S. Bank Trust Company, 
National Association (the “Trustee”); and 
 
WHEREAS, City staff has recommended that the Corporation redeem all of the then 
outstanding Series 2016A Bonds, which mature on July 1 of the years 2028 through 2032, inclusive 
(the “2016A Bonds Being Defeased”), and all of the then outstanding Series 2016B Bonds, which 
mature on July 1 of the years 2027 through 2031, inclusive (the “2016B Bonds Being Defeased” and 
together with the 2016A Bonds Being Defeased, the “Bonds Being Defeased”) to reduce the City’s 
financial liability; and 
 
WHEREAS, the Corporation desires to prepay and defease the Bonds Being Defeased, 
subject to the terms outlined in this Resolution, if (i) so directed by the Mayor and Council of the City 
(the “City Council”) pursuant to Section 4.04 of the 2007 Indenture and the 2008 Indenture, and (ii) 
the City Council authorizes the transfer of sufficient funds to the Trustee to defease the Bonds Being 
Defeased and to pay the costs of the transaction; and 
 
WHEREAS, the firm of Hilltop Securities Inc. will serve as the Corporation’s municipal 
advisor (the “Municipal Advisor”) with respect to the Bonds Being Defeased; and 
 
 
WHEREAS, the City Council finds that the City will reduce its financial liability if City funds 
are transferred in an amount sufficient to defease and redeem in advance of maturity the Bonds Being 
Defeased and to pay the costs of the transaction.

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NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the City of 
Goodyear, Arizona, as follows: 
Section 1. 
Authorization; Application of Moneys.  The City Council hereby 
authorizes and directs the Interim Finance Director of the City (the “Finance Director”) or designee 
to transfer City funds to the Trustee in an aggregate amount not to exceed $41,000,000, an amount 
that is sufficient, together with other amounts held by the Trustee and available therefor, to defease 
the Bonds Being Defeased and to pay all costs associated therewith.  The proceeds of the transfer of 
funds, after payment of the costs and expenses of the transaction, shall be applied by the Trustee 
to pay the principal of, and interest on, the Bonds Being Defeased as the same are called for 
redemption.  Any amounts remaining after payment of all amounts due shall be refunded to the City. 
Section 2. 
Redemption of Bonds Being Defeased.  Pursuant to Article IV of the 2007 
Indenture and the 2008 Indenture, the City hereby directs the Corporation to cause the redemption of 
the Bonds Being Defeased, to give written notice thereof to the Trustee, and to direct the Trustee to 
take all actions necessary to cause such redemption on such date as is determined by the Finance 
Director.   
 
Section 3.  
Irrepealable.  After the City funds are transferred to the Trustee, this 
Resolution shall be and remain irrepealable and shall not be repealed or amended in any manner that 
would impair, impede, or lessen the rights of the owners of the Bonds Being Defeased then 
outstanding. 
 
 
Section 4. 
Federal Tax Law Covenants. 
 
(a) 
As authorized by Arizona Revised Statutes and in consideration of retaining 
the exclusion of interest income on the Bonds Being Defeased from gross income for federal 
income tax purposes, the City covenants with the owners from time to time of the Bonds Being 
Defeased to neither take nor fail to take any action which action or failure to act is within its power 
and authority and would result in interest income on the Bonds Being Defeased becoming subject 
to inclusion as gross income for federal income tax purposes under either laws existing on the date 
of issuance of the Bonds Being Defeased or such laws as they may be modified or amended. 
 
(b) 
The City agrees that it will comply with such requirement(s) and will take 
any such action(s) as in the opinion of Gust Rosenfeld P.L.C., or other nationally recognized 
municipal bond counsel firm selected by the Corporation, as bond counsel to the Corporation 
(“Bond Counsel”), are necessary to prevent interest income on the Bonds Being Defeased 
becoming subject to inclusion in gross income for federal income tax purposes.  Such requirements 
may include, but are not limited to, making further specific covenants; making truthful 
certifications and representations and giving necessary assurances; complying with all 
representations, covenants, and assurances contained in certificates or agreements to be prepared 
by Bond Counsel; paying to the United States of America any required amounts representing 
rebates of investment income relating to the Bonds Being Defeased; filing forms, statements, and 
supporting documents as may be required under the federal tax laws; limiting the term of and yield 
on investments made with moneys relating to the Bonds Being Defeased; and limiting the use of 
the proceeds of the transfer of funds.

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Section 5. 
Budget Transfer Authorization.  Pursuant to this Resolution, any budget 
transfers necessary related to the defeasance of the Bonds Being Defeased are hereby authorized 
and approved. 
 
Section 6. 
Severability.  If any section, paragraph, subdivision, sentence, clause, or 
phrase of this Resolution is for any reason held to be illegal or unenforceable by a decision of a court 
of competent jurisdiction, such decision will not affect the validity of the remaining portions of this 
Resolution.  The City Council hereby declares that this Resolution would have been enacted with 
each and every other remaining section, paragraph, subdivision, sentence, clause, or phrase and would 
have authorized the transfer of funds and defeasance and redemption of the Bonds Being Defeased 
pursuant hereto irrespective of the fact that any one or more sections, paragraphs, subdivisions, 
sentences, clauses, or phrases of this Resolution may be held illegal, invalid, or unenforceable. 
 
 
Section 7. 
Ratification of Actions.  All actions of the officials and agents of the City and 
the Trustee that are in conformity with the purposes and intent of this Resolution and in furtherance 
of the transfer, prepayment, defeasance, and redemption of the Bonds Being Defeased as 
contemplated by this Resolution, shall be and are hereby ratified, confirmed, and approved.  The 
proper officials and agents of the City and the Trustee are hereby authorized and directed to do all 
such acts and things and to execute and deliver all such documents as may be necessary to carry out 
the terms and intent of this Resolution. 
 
 
Section 8. 
Waiver of Inconsistency.  All orders, resolutions, 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, resolution, or ordinance of any part thereof. 
 
[Signatures on following page]

8073467 
 
PASSED AND ADOPTED by the Mayor and Council of the City of Goodyear, Arizona, 
this 22nd day of June, 2026. 
 
 
___________________________________ 
Joe Pizzillo, Mayor 
ATTEST: 
 
 
_______________________________________ 
Jasmine Pernicano, City Clerk 
 
 
APPROVED AS TO FORM: 
 
 
_______________________________________ 
Gust Rosenfeld P.L.C., Bond Counsel 
 
 
 
 
 
CERTIFICATION 
 
 
I, Jasmine Pernicano, the duly appointed and acting City Clerk of the City of Goodyear, 
Arizona, do hereby certify that the above and foregoing Resolution No. 2026-2529 was duly 
passed by the Mayor and Council of the City of Goodyear, Arizona, at a regular meeting held on 
June 22, 2026, and the vote was ____ aye’s, ___ nay’s, _____ abstained and _____ were absent, 
and that the Mayor and ____ Council Members were present thereat. 
 
 
___________________________________ 
City Clerk