Attachment D - Draft Bond Purchase Agreement
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DRAFT
03/02/26
06/03/26
719836659
$____,000
CITY OF GOODYEAR, ARIZONA
GENERAL OBLIGATION BONDS, SERIES 2026
BOND PURCHASE AGREEMENT
June __, 2026
Mayor and Council
City of Goodyear, Arizona
1900 North Civic Square
Goodyear, Arizona 85395
Ladies and Gentlemen:
The undersigned Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) hereby
offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the City of
Goodyear, Arizona (the “Issuer”), a municipal corporation duly organized and validly existing
under and pursuant to the laws of the State of Arizona (the “State” or “Arizona”), whereby the
Underwriter will purchase and the Issuer will sell the Bonds (as defined herein). The Underwriter
is making this offer subject to the acceptance by the Issuer at or before 11:59 P.M., Arizona Time,
on the date hereof. If the Issuer accepts this Purchase Agreement, this Purchase Agreement shall
be in full force and effect in accordance with its terms and shall bind both the Issuer and the
Underwriter. The Underwriter may withdraw this Purchase Agreement upon written notice
delivered by the Underwriter to the Issuer at any time before the Issuer accepts this Purchase
Agreement.
1.
PURCHASE AND SALE.
(a)
Upon the terms and conditions and in reliance upon the representations,
warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the
Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all)
of the $____,000 aggregate principal amount of “City of Goodyear, Arizona General Obligation
Bonds, Series 2026” (the “Bonds”), at the purchase price of $__________, representing the
aggregate principal amount of the Bonds less an Underwriter’s discount of $____________ plus
[net] original issue premium of $____________. The Underwriter intends to make an initial bona
fide public offering of the Bonds at a price or prices (or at a yield or yields) described in the
Schedule attached hereto; provided, however, the Underwriter reserves the right to change such
initial public offering prices (or yields) as the Underwriter deems necessary or desirable, in its sole
discretion, in connection with the marketing of the Bonds (but in all cases subject to the
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requirements of Section 4 hereof), and may offer and sell the Bonds to certain dealers, unit
investment trusts and money market funds, certain of which may be sponsored or managed by the
Underwriter at prices lower than the public offering prices (or yields greater than the yields) set
forth therein (but in all cases subject to the requirements of Section 4 hereof).
(b)
The Issuer acknowledges and agrees that with respect to the transaction
contemplated hereby: (i) the Underwriter is not acting as a municipal advisor within the meaning
of Section 15B of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) the
primary role of the Underwriter, as underwriter, is to purchase securities, for resale to investors, in
an arm’s length commercial transaction between the Issuer and the Underwriter and the
Underwriter has financial and other interests that differ from those of the Issuer; (iii) the
Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor
or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer
(irrespective of whether the Underwriter has provided other services or is currently providing other
services to the Issuer on other matters); (iv) the only obligations the Underwriter has to the Issuer
expressly are set forth in this Purchase Agreement; and (v) the Issuer has consulted its own
financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it
has deemed appropriate.
2.
DESCRIPTION AND PURPOSE OF THE BONDS.
(a)
The Bonds have been authorized pursuant to Title 35, Chapter 3, Article 3,
Arizona Revised Statutes and the Arizona Constitution (collectively, the “Act”) and Resolution
No. 2026-___ adopted by the Mayor and Council of the Issuer on June 22, 2026 (the “Bond
Resolution”). The Bonds shall be dated the date of delivery. Interest on the Bonds shall be payable
semiannually on each July 1 and January 1 during the term of the Bonds, commencing on January
1, 2027. The Bonds shall be issued and secured under and pursuant to the Bond Resolution.
(b)
The proceeds of the sale of the Bonds will be used to (i) pay the costs of the
projects described in the Official Statement (as defined herein), and (ii) pay certain costs of
issuance associated with the Bonds.
(c)
The Bonds will be secured under the provisions of the Act and the Bond
Resolution. The Bonds shall mature in the years, bear interest, produce the yields or prices and be
subject to redemption at the times and in the amounts, all as set forth in the Schedule attached
hereto. The record dates, interest payment dates and other details and particulars of the Bonds
shall be as described in the Official Statement.
3.
DELIVERY OF THE OFFICIAL STATEMENT AND OTHER DOCUMENTS.
(a)
The Issuer has approved and delivered or caused to be delivered to the
Underwriter copies of the Preliminary Official Statement, dated June __, 2026, which, including
the cover page, the inside front cover page and all appendices thereto, is herein referred to as the
“Preliminary Official Statement.” It is acknowledged by the Issuer that the Underwriter may
deliver the Preliminary Official Statement and a final Official Statement (as defined herein)
electronically over the internet and in printed paper form. The Issuer deems the Preliminary
Official Statement final as of its date and as of the date hereof for purposes of Rule 15c2-12
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promulgated under the Exchange Act (“Rule 15c2-12”), except for any information which is
permitted to be omitted therefrom in accordance with paragraph (b)(1) of Rule 15c2-12.
(b)
Within seven (7) business days from the date hereof, and in any event not
later than the Closing Date (as defined herein), the Issuer shall deliver to the Underwriter a final
Official Statement relating to the Bonds dated the date hereof (such Official Statement, including
the cover page, the inside front cover page and all appendices attached thereto, together with all
information previously permitted to have been omitted by Rule 15c2-12 and any amendments or
supplements and statements incorporated by reference therein or attached thereto, as have been
approved by the Issuer, Bond Counsel (as defined herein) and the Underwriter, is referred to herein
as the “Official Statement”) and such additional conformed copies thereof as the Underwriter may
reasonably request in sufficient quantities to comply with Rule 15c2-12, rules of the Municipal
Securities Rulemaking Board (the “MSRB”) and to meet potential customer requests for copies of
the Official Statement. The Underwriter agrees to file a copy of the Official Statement, including
any amendments or supplements thereto prepared by the Issuer, with the MSRB on its Electronic
Municipal Market Access system, if required by MSRB Rule G-32. The Official Statement shall
be executed by and on behalf of the Issuer by an authorized officer of the Issuer. The Official
Statement shall be in substantially the same form as the Preliminary Official Statement and any
supplements to the Preliminary Official Statement and, other than information previously
permitted to have been omitted by Rule 15c2-12, the Issuer shall only make such other additions,
deletions and revisions in the Official Statement which are approved by the Underwriter. The
Issuer hereby agrees to deliver to the Underwriter an electronic copy of the Official Statement in
a form that permits the Underwriter to satisfy its obligations under the rules and regulations of the
MSRB and the U.S. Securities and Exchange Commission (the “SEC”) including in a word-
searchable portable document format (“pdf”) including any amendments thereto. The Issuer
hereby ratifies, confirms and consents to and approves the use and distribution by the Underwriter
before the date hereof of the Preliminary Official Statement and hereby authorizes and consents to
the use by the Underwriter of the Official Statement in connection with the public offering and
sale of the Bonds.
(c)
In order to assist the Underwriter in complying with Rule 15c2-12, the
Issuer will undertake, pursuant to the Continuing Disclosure Certificate, to be dated the Closing
Date (the “Undertaking”), of the Issuer, to provide annual financial information and notices of the
occurrence of specified events. A description of the Undertaking is set forth in, and a form of such
undertaking is attached as APPENDIX F - “Form of Continuing Disclosure Certificate” to, the
Preliminary Official Statement and the Official Statement.
4.
ESTABLISHMENT OF ISSUE PRICE.
(a)
The Underwriter agrees to assist the Issuer in establishing the issue price of
the Bonds and shall execute and deliver to the Issuer at Closing (as defined herein) an “issue price”
or similar certificate, substantially in the form of the Exhibit attached hereto, together with the
supporting pricing wires or equivalent communications, with such modifications as may be
deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and
Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering
price or prices to the public of the Bonds.
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(b)
[Except for the maturities set forth in the Schedule attached hereto,] the
Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds (the
“10% test”) is sold to the public as the issue price of that maturity. At or promptly after the
execution of this Purchase Agreement, the Underwriter shall report to the Issuer the price or prices
at which the Underwriter has sold to the public each maturity of Bonds. [If at that time the 10%
test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly
report to the Issuer the prices at which Bonds of that maturity have been sold by the Underwriter
to the public. That reporting obligation shall continue, whether or not the Closing Date has
occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been
satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation
after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the
Underwriter, the Issuer or Bond Counsel.] For purposes of this Section, if Bonds mature on the
same date but have different interest rates, each separate CUSIP number within that maturity will
be treated as a separate maturity of the Bonds.
[(c)
The Underwriter confirms that the Underwriter has offered the Bonds to the
public on or before the date of this Purchase Agreement at the offering price or prices (the “initial
offering price”), or at the corresponding yield or yields, set forth in the Schedule attached hereto,
except as otherwise set forth therein. The Schedule attached hereto also sets forth, as of the date
of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not
been satisfied and for which the Issuer and the Underwriter agrees that the restrictions set forth in
the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the
public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-
offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any
maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to
any person at a price that is higher than the initial offering price to the public during the period
starting on the sale date and ending on the earlier of the following:
(i)
the close of the fifth (5th) business day after the sale date; or
(ii)
the date on which the Underwriter has sold at least 10% of that
maturity of the Bonds to the public at a price that is no higher than
the initial offering price to the public.]
The Underwriter will advise the Issuer promptly after the close of the fifth (5th) business day after
the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is
no higher than the initial offering price to the public.
[(c)][(d)]
The Underwriter confirms that:
(i)
any selling group agreement and each third-party distribution
agreement relating to the initial sale of the Bonds to the public,
together with the related pricing wires, contains or will contain
language obligating each dealer who is a member of the selling
group and each broker-dealer that is a party to such third-party
distribution agreement, as applicable:
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(A)
(i) to report the prices at which it sells to the public the
unsold Bonds of each maturity allocated to it until either all
Bonds of that maturity allocated to it have been sold or it is
notified by the Underwriter that the 10% Test has been
satisfied as to the Bonds of that maturity, provided that, the
reporting obligation after the Closing Date may be at
reasonable periodic intervals or otherwise upon request of
the Underwriter, and (ii) to comply with the hold-the-
offering-price rule, if applicable, in each case if and for so
long as directed by the Underwriter,
(B)
to promptly notify the Underwriter of any sales of Bonds
that, to its knowledge, are made to a purchaser who is a
related party to an underwriter participating in the initial sale
of the Bonds to the public (each such term being used as
defined below), and
(C)
to acknowledge that, unless otherwise advised by the dealer
or broker-dealer, the Underwriter shall assume that each
order submitted by the dealer or broker-dealer is a sale to the
public.
(ii)
any selling group agreement relating to the initial sale of the Bonds
to the public, together with the related pricing wires, contains or will
contain language obligating each dealer that is a party to a third-
party distribution agreement to be employed in connection with the
initial sale of the Bonds to the public to require each broker-dealer
that is a party to such third-party distribution agreement to (A) report
the prices at which it sells to the public the unsold Bonds of each
maturity allocated to it, whether or not the Closing Date has
occurred, until either all Bonds of that maturity allocated to it have
been sold or it is notified by the Underwriter that the 10% Test has
been satisfied as to the Bonds of that maturity, provided that, the
reporting obligation after the Closing Date may be at reasonable
periodic intervals or otherwise upon request of the Underwriter or
dealer and (B) comply with the hold-the-offering-price rule, if
applicable, in each case if and for so long as directed by the
Underwriter or the dealer and as set forth in the related pricing wires.
[(d)][(e)] The Issuer acknowledges that, in making the representations set forth in
this Section, the Underwriter will rely on (i) in the event a selling group has been created in
connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a
member of the selling group to comply with the requirements for establishing issue price of the
Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule,
if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires,
and (ii) in the event that a third-party distribution agreement was employed in connection with the
initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such
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agreement to comply with the requirements for establishing issue price of the Bonds, including,
but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable, as
set forth in the third-party distribution agreement and the related pricing wires. The Issuer further
acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member
of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to
comply with its corresponding agreement to comply with the requirements for establishing issue
price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-
offering-price rule, if applicable to the Bonds.
[(e)][(f)] The Underwriter acknowledges that sales of any Bonds to any person that
is a related party to an underwriter participating in the initial sale of the Bonds to the public (each
such term being used as defined below) shall not constitute sales to the public for purposes of this
Section. Further, for purposes of this Section:
(i)
“public” means any person other than an underwriter or a related
party to an underwriter,
(ii)
“underwriter” means (A) any person that agrees pursuant to a
written contract with the Issuer (or with the lead underwriter to form
an underwriting syndicate) to participate in the initial sale of the
Bonds to the public and (B) any person that agrees pursuant to a
written contract directly or indirectly with a person described in
clause (A) to participate in the initial sale of the Bonds to the public
(including a member of a selling group or a party to a third-party
distribution agreement participating in the initial sale of the Bonds
to the public),
(iii)
a purchaser of any of the Bonds is a “related party” to an underwriter
if the underwriter and the purchaser are subject, directly or
indirectly, to (i) at least 50% common ownership of the voting
power or the total value of their stock, if both entities are
corporations (including direct ownership by one corporation of
another), (ii) more than 50% common ownership of their capital
interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another), or (iii)
more than 50% common ownership of the value of the outstanding
stock of the corporation or the capital interests or profit interests of
the partnership, as applicable, if one entity is a corporation and the
other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
(iv)
“sale date” means the date of execution of this Purchase Agreement
by all parties.
[[(f)/(g)] Notwithstanding anything herein to the contrary, any reporting obligation
with respect to maturities subject to the hold-the-offering-price rule will terminate at the end of
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the Holding Period (as defined in the form of Issue Price Certificate attached as the Exhibit hereto)
even if such date is prior to the Closing Date.]
5.
ISSUER’S REPRESENTATIONS. The Issuer represents to and agrees with the
Underwriter that:
(a)
The Issuer is duly organized and validly existing, with full legal right, power
and authority to issue, sell and deliver the Bonds to the Underwriter pursuant to the Bond
Resolution and the Act, to levy, collect and receive ad valorem property taxes and make a pledge
of such taxes for the payment of debt service on the Bonds, and to execute, deliver and perform its
obligations, as the case may be, under this Purchase Agreement, the Undertaking, the Bond
Registrar, Transfer Agent, Paying Agent and Depository Contract with respect to the Bonds, to be
dated as of July 1, 2026 (the “Bond Registrar and Paying Agent Agreement”), by and between the
Issuer and U.S. Bank Trust Company, National Association (the “Paying Agent”), as such agent
(collectively, the “Issuer Documents”), and the Bonds, and to perform and consummate all
obligations and transactions required or contemplated by each of the Issuer Documents and the
Official Statement.
(b)
The Bond Resolution approving and authorizing the execution and delivery
by the Issuer of the Issuer Documents and the offering, sale and issuance of the Bonds upon the
terms set forth herein and in the Official Statement, was duly adopted at a meeting of the Mayor
and Council of the Issuer called and held pursuant to law and with all public notice required by
law and at which a quorum was present and acting throughout, and is in full force and effect and
has not been amended or repealed.
(c)
The Bonds conform to the description thereof contained in the Preliminary
Official Statement and the Official Statement, and the Bonds, when duly issued and authenticated
in accordance with the Bond Resolution and delivered to the Underwriter as provided herein, will
be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Bond
Resolution and payable from the sources therein specified.
(d)
The Issuer has executed and delivered, or will execute and deliver on or
before the Closing Date, each of the Issuer Documents. Each of the Issuer Documents constitutes,
or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer
enforceable in accordance with its terms, except as the enforceability thereof may be limited by
application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors’ rights generally from time to time in effect and from the application of general principles
of equity and from public policy limitations on the exercise of any rights to indemnification and
contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been
executed and delivered, or will be executed and delivered on or before the Closing Date, by each
respective signatory and is currently in full force and effect or, as of the Closing Date, will be in
full force and effect.
(e)
The Issuer is not in any material respect in breach of or default under any
constitutional provision, law or administrative regulation of the State or of the United States or
any agency or instrumentality of either, or of any other governmental agency, or any Material
Judgment or Agreement (as defined herein), and no event has occurred and is continuing which
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with the passage of time or the giving of notice, or both, would constitute a default or event of
default under any Material Judgment or Agreement; and the adoption of the Bond Resolution, the
sale, issuance and delivery of the Bonds and the execution and delivery of the Issuer Documents
and compliance with and performance of the Issuer’s obligations therein and herein will not in any
material respect conflict with, violate or result in a breach of or constitute a default under, any such
constitutional provision, law, administrative regulation or any Material Judgment or Agreement,
nor will any such execution, delivery, adoption or compliance result in the creation or imposition
of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any
of the property or assets of the Issuer (except as described in or contemplated by the Issuer
Documents and the Official Statement) or under the terms of any such law, administrative
regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or
Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or
resolution or any material agreement or other instrument to which the Issuer is a party or to which
the Issuer or any of its property or assets is otherwise subject (including, without limitation, the
Act, the Bond Resolution and the Issuer Documents).
(f)
All approvals, consents and orders of any governmental authority, board,
agency, council, commission or other body having jurisdiction (including with respect to the
requirements of Section 35-501(B), Arizona Revised Statutes) which would constitute a condition
precedent to, or the absence of which would materially adversely affect, the performance by the
Issuer of its obligations hereunder and under the Issuer Documents have been obtained; provided,
that the Issuer makes no representations as to any approvals, consents or other actions which may
be necessary to qualify the Bonds for offer and sale under Blue Sky or other state securities laws
or regulations.
(g)
Any certificates executed by any officer of the Issuer and delivered to the
Underwriter pursuant hereto or in connection herewith shall be deemed a representation and
warranty of the Issuer as to the accuracy of the statements therein made and as to the authority of
the representative to deliver such certificates and make such representation.
(h)
Between the date hereof and the time of the Closing and to the extent it may
legally agree to do so pursuant to applicable law, the Issuer shall not, without the prior written
consent of the Underwriter, offer or issue in any material amount any bonds, notes or other
obligations for borrowed money, or incur any material liabilities, direct or contingent, except in
the course of normal business operations of the Issuer or except for such borrowings as may be
described in or contemplated by the Official Statement.
(i)
The financial statements of the Issuer as of June 30, 2025, fairly represent
the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as
presented, other funds of the Issuer as of the dates and for the periods therein set forth. Except as
disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, there has
not been any materially adverse change in the financial condition of the Issuer or in its operations
since June 30, 2025, and there has been no occurrence, circumstance or combination thereof which
is reasonably expected to result in any such materially adverse change.
(j)
Except for information which is permitted to be omitted pursuant to
Rule 15c2-12, the information contained in the Preliminary Official Statement (excluding
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therefrom any information regarding DTC (as defined herein) and the information under the
heading “UNDERWRITING,” as to which no representations or warranties are made), as of its
date and as of the date hereof was and is true and correct in all material respects and did not and
does not contain any untrue or misleading statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading.
(k)
The Official Statement is, as of its date and at all times after the date of the
Official Statement (excluding therefrom any information regarding DTC and the information
under the heading “UNDERWRITING,” as to which no representations or warranties are made)
up to and including the Closing Date will be, true and correct in all material respects and will not
contain any untrue or misleading statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
(l)
If the Official Statement is supplemented or amended, at the time of each
supplement or amendment thereto and (unless subsequently again supplemented or amended) at
all times subsequent thereto up to and including that date that is 25 days from the “end of the
underwriting period” as defined in Rule 15c2-12 (unless the Underwriter notifies the Issuer by the
Closing Date of an unsold balance, in which case the “underwriting period” shall be deemed to
end on the Closing Date), the Official Statement as so supplemented or amended will be true and
correct in all material respects and will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(m)
If between the date of the Official Statement and the Closing any event shall
occur which might or would cause the information contained in the Official Statement, as then
supplemented or amended, to contain any untrue statement of a material fact or to omit to state a
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, the Issuer shall notify the Underwriter thereof, and if, in the
opinion of the Underwriter, such event requires the preparation and publication of a supplement
or amendment to the Official Statement, the Issuer shall promptly (and in any event before the
Closing) prepare and furnish (at the expense of the Issuer) a reasonable number of copies of an
amendment of or supplement to the Official Statement in form and substance satisfactory to the
Underwriter.
(n)
Except as described in the Preliminary Official Statement and Official
Statement, no litigation, proceeding or official investigation of any governmental or judicial body
is pending against the Issuer or against any other party of which the Issuer has notice or, to the
knowledge of the Issuer, threatened against the Issuer: (i) seeking to restrain or enjoin the sale,
issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or
to be pledged to pay the principal of and interest on the Bonds; (ii) in any way contesting or
affecting any authority for the issuance of the Bonds or the validity or binding effect of any of the
Issuer Documents; (iii) which is in any way contesting the creation, existence, powers or
jurisdiction of the Issuer or the validity or effect of the Bond Resolution or the Act or any provision
thereof or the application of the proceeds of the Bonds; (iv) contesting in any way the completeness
or accuracy of the Preliminary Official Statement or any supplement or amendment thereto, or, the
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Official Statement or any supplement or amendment thereto; or (v) which, if adversely determined,
could materially adversely affect the financial position or operating condition of the Issuer or the
transactions contemplated by the Preliminary Official Statement and Official Statement or any of
the Issuer Documents. The Issuer shall advise the Underwriter promptly of the institution of any
proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of
the Preliminary Official Statement or the Official Statement in connection with the offering, sale
or distribution of the Bonds.
(o)
If required in accordance with Rule 15c2-12, the Issuer has provided or will
undertake to provide certain annual financial information and other information and notices of the
occurrence of certain events.
(p)
Except as described in the Official Statement, during the last five years, the
Issuer has not failed to materially comply with any previous undertaking relating to continuing
disclosure of information pursuant to Rule 15c2-12.
(q)
Except as described in the Official Statement, the Issuer, to the best of its
knowledge, has never been and is not in default in the payment of principal of, premium, if any,
or interest on, or otherwise is not nor has it been in default with respect to, any bonds, notes, or
other obligations which it has issued, assumed or guaranteed as to payment of principal, premium,
if any, or interest.
All representations, warranties and agreements of the Issuer shall remain operative and in full force
and effect, regardless of any investigations made by the Underwriter or on the Underwriter’s
behalf, and shall survive the delivery of the Bonds.
6.
UNDERWRITER’S REPRESENTATIONS. By entering into this Purchase Agreement, the
Underwriter certifies that it and its parent company, wholly or majority-owned subsidiaries, and
other affiliates, if any, are not currently engaged in, or for the duration of this Purchase Agreement
will not engage in, a boycott of goods or services from the State of Israel; companies doing
business in or with the State of Israel or authorized by, licensed by, or organized under the laws of
the State of Israel; or persons or entities doing business in the State of Israel. The Underwriter
understands that “boycott” means refusing to deal with, terminating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations, but does not include an action made for ordinary business purposes.
7.
CLOSING. The date of the payment for and delivery of the Bonds (such payment
and delivery and the other actions contemplated hereby to take place at the time of such payment
and delivery of the Bonds herein sometimes called the “Closing”) shall be at 8:00 A.M., Arizona
Time, on July __, 2026, or at such other time or date as the Underwriter and the Issuer may
mutually agree upon as the date and time of the Closing (the “Closing Date”), the Issuer will deliver
or cause to be delivered to the Underwriter, at the offices of Gust Rosenfeld P.L.C. (“Bond
Counsel”), or at such other place as the Underwriter and the Issuer may mutually agree upon, the
Bonds, through the facilities of The Depository Trust Company (“DTC”), duly executed and
authenticated, and the other documents specified in Section 8. At the Closing, (i) upon satisfaction
of the conditions herein specified, the Underwriter shall accept the delivery of the Bonds, and pay
the purchase price therefor in federal funds, and (ii) the Issuer shall deliver or cause to be delivered
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the Bonds to the Underwriter through the facilities of DTC in definitive or temporary form, duly
executed by the Issuer and in the authorized denominations as specified by the Underwriter at the
Closing and the Issuer shall deliver the other documents hereinafter mentioned. The Bonds shall
be made available to the Underwriter at least one (1) business day before the Closing Date for
purposes of inspection.
8.
CONDITIONS PRECEDENT. The Underwriter has entered into this Purchase
Agreement in reliance upon the representations and agreements of the Issuer contained herein and
the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the
Closing Date. The Underwriter’s obligations under this Purchase Agreement are and shall be
subject to the following additional conditions:
(a)
The representations and agreements of the Issuer contained herein shall be
true, complete and correct in all material respects on the date of acceptance hereof and on and as
of the Closing Date.
(b)
At the time of the Closing, the Official Statement, the Bond Resolution, the
Bonds and the Issuer Documents shall be in full force and effect and shall not have been amended,
modified or supplemented except as may have been agreed to in writing by the Underwriter.
(c)
The Issuer shall perform or have performed all of its obligations required
under or specified in the Bond Resolution, the Bonds, the Issuer Documents and the Official
Statement to be performed at or prior to the Closing.
(d)
The Issuer shall have delivered to the Underwriter the Official Statement by
the time, and in the numbers, required by Section 3 of this Purchase Agreement.
(e)
As of the date hereof and at the time of Closing, all necessary official action
of the Issuer relating to the Bonds, the Issuer Documents and the Official Statement shall have
been taken and shall be in full force and effect and shall not have been amended, modified or
supplemented in any material respect.
(f)
After the date hereof, up to and including the time of the Closing, there shall
not have occurred any change in or particularly affecting the Issuer, the Act, the Bond Resolution,
the Bonds or the Issuer Documents as the foregoing matters are described in the Preliminary
Official Statement and the Official Statement, which in the reasonable professional judgment of
the Underwriter materially impairs the investment quality of the Bonds.
(g)
At or prior to the Closing, the Underwriter shall receive the transcript of
proceedings of the Issuer relating to the issuance of the Bonds, including, but not limited to, the
following documents (in each case with only such changes as the Underwriter shall approve):
(i)
The approving opinion of Bond Counsel relating to the Bonds, dated
the Closing Date, substantially in the form attached as Appendix E
to the Official Statement, and, if not otherwise directly addressed to
the Underwriter, a reliance letter with respect thereto addressed to
the Underwriter;
12
(ii)
The supplemental opinion of Bond Counsel, addressed to the
Underwriter, dated the Closing Date, to the effect that:
(A)
The Bond Resolution and the Issuer Documents have been
duly authorized, executed and delivered by the Issuer and,
assuming the due authorization, execution and delivery of
the Bond Registrar and Paying Agent Agreement and this
Purchase Agreement by the other parties thereto, are legal
valid and binding obligations of the Issuer enforceable in
accordance with their terms, subject to customary exceptions
for Creditors’ Rights Laws and subject to annual
appropriation to provide for the costs of compliance
therewith with respect to the Undertaking;
(B)
The information contained in the Preliminary Official
Statement and the Official Statement in the tax caption on
the cover page thereof, under the headings entitled “THE
BONDS,” “SECURITY FOR AND SOURCES OF
PAYMENT
OF
THE
BONDS,”
“ADDITIONAL
GENERAL
OBLIGATION
BONDS,”
“LEGAL
MATTERS,” “TAX EXEMPTION,” “BOND PREMIUM,”
“ORIGINAL ISSUE DISCOUNT” and “CONTINUING
SECONDARY MARKET DISCLOSURE” (excluding any
statements about the Issuer’s compliance with previous
continuing disclosure undertakings) therein, in Appendices
E and F thereto as it relates to the Bond Resolution and the
Issuer Documents fairly and accurately summarizes the
information which it purports to summarize and the
information contained in “RELATIONSHIP AMONG
PARTIES” relating to Bond Counsel is correct in all material
respects, and, based solely on Bond Counsel’s participation
in the transaction as Bond Counsel, nothing has come to the
attention of Bond Counsel that would lead Bond Counsel to
believe that the information and statements in the
Preliminary Official Statement, as of its date and as of the
date of sale of the Bonds, and the Official Statement, as of
its date and as of the date of such supplemental opinion,
contained or contain any untrue statement of a material fact
or omitted or omit to state a material fact necessary in order
to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided that, no view need be expressed as to the financial
statements of the Issuer, any other financial, forecast,
technical or statistical data, and any information in the
Preliminary Official Statement or the Official Statement
respecting DTC; and
13
(C)
The Bonds are not subject to the registration requirements of
the Securities Act of 1933, as amended (the “Securities Act”)
and the Bond Resolution is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended (the
“Trust Indenture Act”);
(iii)
The opinion of Greenberg Traurig, LLP, counsel to the Underwriter,
dated the date of the Closing and addressed to the Underwriter, and
covering such matters as the Underwriter may reasonably request;
(iv)
A certificate, dated the Closing Date, signed by an authorized officer
of the Issuer to the effect that: (a) the representations and
agreements of the Issuer contained herein are true and correct in all
material respects as of the date of the Closing; (b) the Bonds and the
Issuer Documents have been duly authorized and executed and are
in full force and effect; (c) except as described in the Preliminary
Official Statement and the Official Statement no litigation is
pending or, to his or her knowledge, threatened (i) seeking to
restrain or enjoin the issuance or delivery of the Bonds, (ii) in any
way contesting or affecting any authority for the issuance of the
Bonds or the validity of the Bonds, the Bond Resolution or any
Issuer Document or the levy, collection and pledge of ad valorem
property taxes as described in the Bond Resolution imposed and
levied or to be imposed and levied to pay debt service with respect
to the Bonds, or the imposition thereof, (iii) in any way contesting
the creation, existence or powers of the Issuer or the validity or
effect of the Act or any provision thereof or the application of the
proceeds of the Bonds, or (iv) which, if adversely determined, could
materially adversely affect the financial position or operating
condition of the Issuer or the transactions contemplated by the
Preliminary Official Statement, as of its date and as of the date
hereof, and the Official Statement, as of its date and as of the Closing
Date, or the Bonds or any Issuer Document; (d) no authority or
proceedings for the issuance of the Bonds has been repealed,
revoked or rescinded and no petition or petitions to revoke or alter
the authorization to issue the Bonds has been filed with or received
by such authorized officer; (e) the Preliminary Official Statement,
as of its date and as of the date hereof, and the Official Statement,
as of its date and as of the Closing Date, are true and correct in all
material respects and do not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, except no review has been made of
any information in the Preliminary Official Statement or the Official
Statement regarding DTC and the information under the heading
“UNDERWRITING”; (f) the financial statements of the Issuer as of
June 30, 2025, fairly represent the receipts, expenditures, assets,
14
liabilities and cash balances of such amounts and, insofar as
presented, other funds of the Issuer as of the dates and for the periods
therein set forth; (g) except as disclosed in the Preliminary Official
Statement and the Official Statement, since June 30, 2025, no
materially adverse change has occurred, or any development
involving a prospective material change, in the financial position or
results of operations of the Issuer and the Issuer has not incurred
since June 30, 2025, any material liabilities other than in the
ordinary course of business or as set forth in or contemplated by the
Preliminary Official Statement and the Official Statement; and (h)
the Issuer has complied with all agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing;
(v)
Executed or certified copies of each of the Issuer Documents;
(vi)
A tax certificate of the Issuer, in form satisfactory to Bond Counsel,
executed by such officials of the Issuer as shall be satisfactory to the
Underwriter;
(vii)
A certified copy of the Bond Resolution;
(viii) Specimen Bonds;
(ix)
A counterpart original of the Official Statement manually executed
on behalf of the Issuer by an authorized officer of the Issuer;
(x)
Evidence satisfactory to the Underwriter that Standard & Poor’s
Financial Services LLC and Moody’s Investors Service, Inc. have
issued ratings for the Bonds of “AA+” and “Aa1,” respectively
(together, the “Ratings”), and that the Ratings are then in effect;
(xi)
Evidence that the Issuer has caused or will cause to be filed the
Report of Bond and Security Issuance Pursuant to Section 35-
501(B), Arizona Revised Statutes;
(xii)
Evidence that a Form 8038-G relating to the Bonds has been
executed by the Issuer and will be filed with the Internal Revenue
Service within the applicable time limit;
(xiii) A copy of the Issuer’s executed Blanket Letter of Representation to
DTC; and
(xiv) Such
additional
legal
opinions,
certificates,
proceedings,
instruments and other documents as the Underwriter, counsel to the
Underwriter or Bond Counsel may reasonably request to evidence
compliance by the Issuer with legal requirements, the truth and
accuracy, as of the time of Closing, of the representations of the
15
Issuer herein contained and the due performance or satisfaction by
the Issuer at or prior to such time of all agreements then to be
performed and all conditions then to be satisfied by the Issuer.
9.
TERMINATION. If the Issuer shall be unable to satisfy the conditions of the
Underwriter’s obligations contained in this Purchase Agreement or if the Underwriter’s obligations
shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement
may be cancelled by the Underwriter at, or at any time before, the time of the Closing. Notice of
such cancellation shall be given by the Underwriter to the Issuer in writing, or by telephone
confirmed in writing. The performance by the Issuer of any and all conditions contained in this
Purchase Agreement for the benefit of the Underwriter may be waived by the Underwriter.
(a)
The Underwriter shall also have the right, before the time of Closing, to
cancel its obligations to purchase the Bonds, by written notice (or by telephone confirmed in
writing) by the Underwriter to the Issuer, if between the date hereof and the time of Closing, in the
Underwriter’s sole and reasonable judgment any of the following events shall occur (each
hereinafter referred to as a “Termination Event”):
(i)
the market price or marketability of the Bonds, or the ability of the
Underwriter to enforce contracts for the sale of the Bonds, shall be
materially adversely affected by any of the following events:
(A)
legislation shall have been enacted by the Congress of the
United States or the legislature of the State or shall have been
favorably reported out of committee of either body or be
pending in committee of either body, or shall have been
recommended to the Congress for passage by the President
of the United States or a member of the President’s Cabinet,
or a decision shall have been rendered by a court of the
United States or the State or the Tax Court of the United
States, or a ruling, resolution, regulation or temporary
regulation, release or announcement shall have been made
or shall have been proposed to be made by the Treasury
Department of the United States or the Internal Revenue
Service, or other federal or state authority with appropriate
jurisdiction, with respect to federal or state taxation upon
interest received on obligations of the general character of
the Bonds; or
(B)
there shall have occurred (1) an outbreak or escalation of
hostilities or the declaration by the United States of a
national emergency or war or (2) any other calamity or crisis
in the financial markets of the United States or elsewhere or
the escalation of such calamity or crisis; or
(C)
a general suspension of trading on the New York Stock
Exchange or other major exchange shall be in force, or
16
minimum or maximum prices for trading shall have been
fixed and be in force, or maximum ranges for prices for
securities shall have been required and be in force on any
such exchange, whether by virtue of determination by that
exchange or by order of the SEC or any other governmental
authority having jurisdiction; or
(D)
legislation shall have been enacted by the Congress of the
United States or shall have been favorably reported out of
committee or be pending in committee, or shall have been
recommended to the Congress for passage by the President
of the United States or a member of the President’s Cabinet,
or a decision by a court of the United States shall be
rendered, or a ruling, regulation, proposed regulation or
statement by or on behalf of the SEC or other governmental
agency having jurisdiction of the subject matter shall be
made, to the effect that any obligations of the general
character of the Bonds, the Bond Resolution or the Issuer
Documents, or any comparable securities of the Issuer, are
not exempt from the registration, qualification or other
requirements of the Securities Act or the Trust Indenture Act
or otherwise, or would be in violation of any provision of the
federal securities laws; or
(E)
except as disclosed in or contemplated by the Official
Statement, any material adverse change in the affairs of the
Issuer shall have occurred after the Preliminary Official
Statement has been deemed final; or
(F)
any rating on general obligation bonds of the Issuer is
reduced or withdrawn or placed on credit watch with
negative outlook by any major credit rating agency; or
(ii)
any event or circumstance shall exist that either makes untrue or
incorrect in any material respect any statement or information in the
Preliminary Official Statement as deemed final or any statement or
information in the Official Statement (other than any statement
provided by the Underwriter) or is not reflected in the Official
Statement but should be reflected therein in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading and, in either such event, the Issuer
refuses to permit the Official Statement to be supplemented to
supply such statement or information, or the effect of the Official
Statement as so supplemented is to materially adversely affect the
market price or marketability of the Bonds or the ability of the
Underwriter to enforce contracts for the sale of the Bonds; or
17
(iii)
a general banking moratorium shall have been declared by federal
or State authorities having jurisdiction and be in force; or
(iv)
a material disruption in securities settlement, payment or clearance
services affecting the Bonds shall have occurred; or
(v)
any new restriction on transactions in securities materially affecting
the market for securities (including the imposition of any limitation
on interest rates) or the extension of credit by, or a charge to the net
capital requirements of, underwriters shall have been established by
the New York Stock Exchange, the SEC, any other federal or State
agency or the Congress of the United States, or by Executive Order;
or
(vi)
a decision by a court of the United States shall be rendered, or a stop
order, release, regulation or no-action letter by or on behalf of the
SEC or any other governmental agency having jurisdiction of the
subject matter shall have been issued or made, to the effect that the
offering, sale or issuance of the Bonds, including the underlying
obligations as contemplated by this Purchase Agreement or by the
Official Statement, or any document relating to the offering, sale or
issuance of the Bonds, is or would be in violation of any provision
of the federal securities laws at the Closing Date, including the
Securities Act, the Exchange Act and the Trust Indenture Act.
(b)
Upon the occurrence of a Termination Event and the termination of this
Purchase Agreement by the Underwriter, all obligations of the Issuer and the Underwriter under
this Purchase Agreement shall terminate, without further liability.
10.
AMENDMENTS TO OFFICIAL STATEMENT. During the period commencing on the
date of the Official Statement and ending twenty-five (25) days from the “end of the underwriting
period” (as defined in Rule 15c2-12) the Issuer shall advise the Underwriter if any event relating
to or affecting the Official Statement shall occur as a result of which it may be necessary or
appropriate to amend or supplement the Official Statement in order to make the Official Statement
not misleading in light of the circumstances existing at the time it is delivered to a purchaser or
“potential customer” (as defined for purposes of Rule 15c2-12). If the Official Statement is
supplemented or amended, at the time of each supplement or amendment thereto and at all times
subsequent thereto up to and including that date that is 25 days from the end of the underwriting
period, the Official Statement as supplemented or amended will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading and shall amend or supplement the Official Statement (in form and substance
satisfactory to counsel to the Underwriter) so that the Official Statement will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The
18
expenses of preparing such amendment or supplement shall be borne by the Issuer. For the purpose
of this Section, the Issuer will furnish to the Underwriter such information with respect to itself as
the Underwriter may from time to time reasonably request.
11.
EXPENSES.
(a)
Whether or not the Bonds are sold to the Underwriter, the Underwriter shall
be under no obligation to pay any expenses incident to the performance of the Issuer’s obligations
hereunder. If the Bonds are delivered by the Issuer to the Underwriter, the Issuer shall pay, from
the proceeds of the Bonds or from other funds of the Issuer, the following expenses: (i) the cost of
preparing, duplicating or printing, mailing and delivering the Issuer Documents, including the cost
of electronically distributing the Preliminary Official Statement and the Official Statement and
any amendment or supplement of either; (ii) the cost of preparation and printing of the definitive
Bonds; (iii) the fees and expenses of the Issuer, the Paying Agent, the municipal advisor to the
Issuer, Bond Counsel, counsel to the Underwriter and any entity performing continuing disclosure
compliance research or providing continuing disclosure compliance reports and any other experts
or consultants retained by the Issuer; (iv) the charges of any rating agency with respect to the
Bonds; (v) reimbursement to the Underwriter for payment of any fees and expenses reasonably
incurred in connection with the initial offering, sale and delivery of the Bonds, including but not
limited to industry fees (e.g., DTC, DAC, IPREO, CUSIP and Day Loan fees) only if the Issuer
and Underwriter have previously discussed and approved the allocation of proceeds towards these
fees, and meal and travel expenses of Issuer personnel, but not including entertainment expenses
or those to be paid by the Underwriter pursuant to the last paragraph of this Section 11, and (vi) all
other fees and expenses, not including entertainment expenses, reasonably incurred in connection
with the preparation of the Issuer Documents and/or the initial offering, sale and delivery of the
Bonds. The Issuer has authorized, and does hereby authorize, the Underwriter to pay certain of
such expenses on behalf of the Issuer from proceeds of the Bonds at Closing as further described
in the closing memorandum relating to the Bonds.
(b)
If the Bonds are sold to the Underwriter by the Issuer, the Issuer shall pay out
of the proceeds of the Bonds the discount of the Underwriter or the purchase price paid for the Bonds
shall reflect such discount.
(c)
Except as otherwise provided in this Section 11, the Underwriter shall pay
the cost, if any, of qualifying the Bonds for sale in the various states chosen by the Underwriter, all
advertising expenses in connection with the public offering of the Bonds[, the fees and expenses of
counsel to the Underwriter] and all other expenses incurred by it in connection with its public
offering and distribution of the Bonds, not described above.
12.
USE OF DOCUMENTS. The Issuer hereby authorizes the Underwriter to use, in
connection with the public offering and sale of the Bonds, this Purchase Agreement, the
Preliminary Official Statement, the Official Statement and the Issuer Documents, and the
information contained herein and therein.
13.
QUALIFICATION OF SECURITIES. The Issuer will furnish such information, execute
such instruments and take such other action in cooperation with the Underwriter as the Underwriter
may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other
19
securities laws and regulations of such states and other jurisdictions of the United States as the
Underwriter may designate and to provide for the continuance of such qualification; provided,
however, that the Issuer will not be required to qualify as a foreign corporation or to file any
general or special consents to service of process under the laws of any state.
14.
NOTICES. Any notice or other communication to be given to the Issuer under this
Purchase Agreement may be given by delivering the same in writing to the City of Goodyear,
Arizona, 1900 North Civic Square, Goodyear, Arizona 85395, Attention: Finance Director, and
any such notice or other communication to be given to the Underwriter may be given by delivering
the same in writing to the following address:
Stifel, Nicolaus & Company, Incorporated
Suite 300
2801 East Camelback Road
Phoenix, Arizona 85016
Attention: Mr. Grant Hamill, Managing Director
15.
BENEFIT. This Purchase Agreement is made solely for the benefit of the Issuer and
the Underwriter (including their successors or assigns) and no other person, partnership,
association or corporation shall acquire or have any right hereunder or by virtue hereof. Except as
otherwise expressly provided herein, all of the agreements and representations of the Issuer
contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain
operative and in full force and effect regardless of: (i) any investigation made by or on behalf of
the Underwriter; (ii) delivery of and payment for the Bonds hereunder; or (iii) any termination of
this Purchase Agreement, other than pursuant to Section 9 (and in all events the agreements of the
Issuer pursuant to Section 11 hereof shall remain in full force and effect notwithstanding the
termination of this Purchase Agreement under Section 9 hereof).
16.
GOVERNING LAW. THIS PURCHASE AGREEMENT SHALL BE DEEMED TO
BE A CONTRACT UNDER, AND FOR ALL PURPOSES SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF ARIZONA.
17.
WAIVER OF JURY TRIAL. THE ISSUER HEREBY IRREVOCABLY WAIVES TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
18.
MISCELLANEOUS.
(a)
This Purchase Agreement contains the entire agreement between the parties
relating to the subject matter hereof and supersedes all oral statements, prior writings and
representations with respect thereto.
(b)
If any section, paragraph, subdivision, sentence, clause or phrase of this
Purchase Agreement shall for any reason be held illegal or unenforceable, such decision shall not
affect the validity of the remaining portions of this Purchase Agreement. The parties to this
Purchase Agreement declared they would have executed this Purchase Agreement and each and
20
every other section, paragraph, subdivision, sentence, clause and phrase of this Purchase
Agreement, irrespective of the fact that any one or more sections, paragraphs, subdivisions,
sentences, clauses or phrases of this Purchase Agreement may be held to be illegal, invalid, or
unenforceable. If any provision of this Purchase Agreement contains any ambiguity which may
be construed as either valid or invalid, the valid construction shall be adopted.
(c)
This Purchase Agreement may be executed in several counterparts, each of
which shall be deemed an original hereof.
(d)
To the extent applicable by provision of law, this Purchase Agreement is
subject to cancellation pursuant to Section 38-511, Arizona Revised Statutes, the provisions of
which are incorporated herein by this reference.
(e)
The electronic signature of a party to this Purchase Agreement shall be as
valid as an original signature of such party and shall be effective to bind such party to this Purchase
Agreement. For purposes hereof: (i) “electronic signature” means a manually signed original
signature that is then transmitted by electronic means, electronic images of handwritten signatures
and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other electronic signature
provider acceptable to the Underwriter; and (ii) “transmitted by electronic means” means sent in
the form of a facsimile or sent via the internet as a pdf or other replicating image attached to an
electronic mail or internet message.
[Signature page follows.]
[Signature page to Bond Purchase Agreement]
Very truly yours,
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
.......................................................................
Grant Hamill, Managing Director
ACCEPTED THIS …….. DAY OF
……………… 2026 at …..….. P.M.
CITY OF GOODYEAR, ARIZONA
By ..................................................................
Printed Name: .............................................
Title: ............................................................
Schedule-1
SCHEDULE
$____,000
CITY OF GOODYEAR, ARIZONA
GENERAL OBLIGATION BONDS, SERIES 2026
Maturity Dates
(July 1)
Principal
Amounts
Interest
Rates
Yields
____________________
* Yield calculated to first optional redemption date: July 1, 20__.
Optional Redemption. The Bonds maturing before or on July 1, 20__, will not be subject
to redemption prior to their stated maturity dates. The Bonds maturing on or after July 1, 20__,
will be subject to redemption prior to their stated maturity dates, at the option of the Issuer, in
whole or in part on July 1, 20__, or on any date thereafter, by the payment of a redemption price
equal to the principal amount of each Bond redeemed plus interest accrued to the date fixed for
redemption, without premium.
Mandatory Redemption. The Bonds maturing on July 1, 20__, will be redeemed on July 1
of the following years and in the following principal amounts at a price equal to the principal
amount thereof plus interest accrued to the date fixed for redemption, without premium:
Bonds Maturing July 1, 20__
Redemption Date
(July 1)
Principal
Amount
(maturity)
Exhibit-1
EXHIBIT
FORM OF ISSUE PRICE CERTIFICATE
$____,000
CITY OF GOODYEAR, ARIZONA
GENERAL OBLIGATION BONDS, SERIES 2026
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby
certifies as set forth below with respect to the sale and issuance of the above-captioned obligations
(the “Bonds”).
1.
Bond Purchase Agreement. On June __, 2026 (the “Sale Date”), Stifel and the City
of Goodyear, Arizona (the “Issuer”) executed a Bond Purchase Agreement (the “Purchase
Contract”) in connection with the sale of the Bonds. Stifel has not modified the Purchase Contract
since its execution on the Sale Date.
2.
Price.
(a)
As of the date of this Certificate, for each [Maturity] [of the __________
Maturities] of the Bonds, the first price or prices at which at least 10% of [each] such Maturity of
the Bonds was sold to the Public (the “10% Test”) are the respective prices listed in Schedule A
attached hereto.
(b)
[To be used if not using Hold-the-Offering-Price Rule and 10% was
not sold for all Maturities] [** With respect to each of the __________ Maturities of the
Bonds:
(i)
As of the date of this Certificate, Stifel has not sold at least 10% of
the Bonds of these Maturities at any price or prices.
(ii)
As of the date of this Certificate, Stifel reasonably expects that the
first sale to the Public of Bonds of these Maturities will be at or
below the respective price or prices listed on the attached Schedule
A as the “Reasonably Expected Sale Prices for Undersold
Maturities.”
(iii)
Stifel will provide actual sales information (substantially similar to
the information contained on Schedule B) as to the price or prices at
which the first 10% of each such Maturity (i.e., the Undersold
Maturity or Maturities) is sold to the Public.
(iv)
On the date the 10% Test is satisfied with respect to all Maturities
of the Bonds, Stifel will execute a supplemental certificate
substantially in the form attached hereto as Schedule C with respect
to any remaining Maturities for which the 10% Test has not been
satisfied as of the Closing Date.**]
Exhibit-2
(b)
[To be used if using Hold-the-Offering-Price Rule] [Alternative 1 - All
Maturities Use Hold-the-Offering-Price Rule: Stifel offered the Bonds to the Public for
purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”)
on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds
is attached to this certificate as Schedule B.] [Alternative 2 - Select Maturities Use Hold-the-
Offering-Price Rule: Stifel offered the Hold-the-Offering-Price Maturities to the Public for
purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”)
on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds
is attached to this certificate as Schedule B.]
[Alternative 1 - All Maturities use Hold-the-Offering-Price Rule: As set forth
in the Purchase Contract, Stifel has agreed in writing that, (i) for each Maturity of the Bonds, it
would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher
than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the
“hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement
of each dealer who is a member of the selling group, and any third-party distribution agreement
shall contain the agreement of each broker-dealer who is a party to the third-party distribution
agreement, to comply with the requirements for establishing issue price for the Bonds, including,
but not limited to, its agreement to comply with the hold-the-offering-price rule. Pursuant to such
agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a
price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during
the Holding Period. [Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule: As
set forth in the Purchase Contract, Stifel has agreed in writing that, (i) for each Maturity of the
Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such
Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity
during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any
selling group agreement shall contain the agreement of each dealer who is a member of the selling
group, and any third-party distribution agreement shall contain the agreement of each broker-
dealer who is a party to the third-party distribution agreement, to comply with the requirements
for establishing issue price for the Bonds, including, but not limited to, its agreement to comply
with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined
below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that
is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding
Period.]
3.
Defined Terms.
(a)
[Hold-the-Offering-Price Maturities means those Maturities of the Bonds
listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”]
(b)
[Holding Period means, with respect to a Hold-the-Offering-Price Maturity,
the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business
day after the Sale Date ([DATE]), or (ii) the date on which Stifel has sold at least 10% of such
Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering
Price for such Hold-the-Offering-Price Maturity.]
(c)
Issuer means the City of Goodyear, Arizona.
Exhibit-3
(d)
Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate Maturities.
(e)
Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term “related party” for purposes of this certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
(f)
Sale Date means the first day on which there is a binding contract in writing
for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is June __, 2026.
(g)
Underwriter means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in
the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a
third-party distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing
in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
thereunder. The undersigned understands that the foregoing information will be relied upon by
the Issuer with respect to certain of the representations set forth in the Tax Certificate of the Issuer
dated [Closing Date] and with respect to compliance with the federal income tax rules affecting
the Bonds, and by Bond Counsel, in connection with rendering its opinion that the interest on the
Bonds is excluded from gross income for federal income tax purposes, the preparation of the
Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to
the Issuer from time to time relating to the Bonds.
STIFEL, NICOLAUS & COMPANY,
INCORPORATED, as underwriter
By:
[banker]
By: ____________________________________
[underwriter]
Dated: [Closing Date]
Exhibit-4
SCHEDULE A
Actual Sales Information as of Closing Date
Maturity/CUSIP
(________)
Coupon
Date Sold
Time Sold
Par Amount
Sale Price
The aggregate issue price of all maturities of the Bonds is $__________.
[**Reasonably Expected Sales Prices for Undersold Maturities as of Closing Date
Maturity/CUSIP
Coupon
Par Amount
Offering Prices
**]
Exhibit-5
SCHEDULE B
[Actual Sales for Undersold Maturities as of the Closing Date
Maturity/CUSIP
Date Sold
Time Sold
Par Amount
Sale Price
**]
[PRICING WIRE OR EQUIVALENT COMMUNICATION]
(Attached)
Exhibit-6
SCHEDULE C
SUPPLEMENTAL ISSUE PRICE CERTIFICATE
$____,000
CITY OF GOODYEAR, ARIZONA
GENERAL OBLIGATION BONDS, SERIES 2026
The undersigned, Stifel, Nicolaus & Company, Incorporated (“Stifel”), hereby certifies as
set forth below with respect to the sale and issuance of the above-captioned obligations (the
“Bonds”).
1.
Issue Price.
(a)
Stifel sold at least 10% of the _______ Maturities of the Bonds to the Public
at the price or prices shown on the Issue Price Certificate dated as of the Closing Date (the “10%
Test”). With respect to each of the ______ Maturities of the Bonds, Stifel had not satisfied the
10% Test as of the Closing Date (the “Undersold Maturities”).
(b)
As of the date of this Supplemental Certificate, Stifel has satisfied the 10%
Test with respect to the Undersold Maturities. The first price or prices at which at least 10% of
each such Undersold Maturity was sold to the Public are the respective prices listed on Exhibit A
attached hereto.
2. Defined Terms.
(a)
Issuer means the City of Goodyear, Arizona.
(b)
Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest rates,
are treated as separate Maturities.
(c)
Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term “related party” for purposes of this certificate generally means any two or
more persons who have greater than 50 percent common ownership, directly or indirectly.
(d)
Underwriter means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in
the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a
third-party distribution agreement participating in the initial sale of the Bonds to the Public).
Exhibit-7
The representations set forth in this certificate are limited to factual matters only. Nothing
in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
thereunder. The undersigned understands that the foregoing information will be relied upon by
the Issuer with respect to certain of the representations set forth in the Tax Certificate of the Issuer
dated [Closing Date] and with respect to compliance with the federal income tax rules affecting
the Bonds, and by Bond Counsel, in connection with rendering its opinion that the interest on the
Bonds is excluded from gross income for federal income tax purposes, the preparation of the
Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to
the Issuer from time to time relating to the Bonds.
STIFEL, NICOLAUS & COMPANY,
INCORPORATED, as underwriter
By:_______________________________
[banker]
By:_______________________________
[underwriter]
Dated: [Closing Date]
Exhibit-8
EXHIBIT A
TO
SUPPLEMENTAL ISSUE PRICE CERTIFICATE**