TEMPE GO AND GO REF 2026 - BOND ORDINANCE.DOCX
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ORDINANCE NO. O2026.15
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMPE, ARIZONA (1) PROVIDING FOR THE SALE AND
ISSUANCE OF CITY OF TEMPE, ARIZONA GENERAL
OBLIGATION BONDS AND GENERAL OBLIGATION
REFUNDING BONDS, IN ONE OR MORE SERIES, AND
FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT
OF THE BONDS; (2) APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF
NECESSARY
AGREEMENTS,
INSTRUMENTS
AND
DOCUMENTS RELATED TO THE SALE AND ISSUANCE
OF THE BONDS; (3) DELEGATING AUTHORITY TO THE
CITY MANAGER, THE DEPUTY CITY MANAGER/CHIEF
FINANCIAL
OFFICER
OF
THE
CITY
AND
THE
FINANCIAL SERVICES DIRECTOR OF THE CITY TO
DETERMINE CERTAIN MATTERS AND TERMS WITH
RESPECT TO THE FOREGOING AS WELL AS CERTAIN
MATTERS WITH RESPECT TO CERTAIN BONDS BEING
REFUNDED WITH THE PROCEEDS OF THE SALE OF
THE BONDS; AND (4) AUTHORIZING THE TAKING OF
ALL OTHER ACTIONS NECESSARY TO CONSUMMATE
THE
TRANSACTIONS
CONTEMPLATED
BY
THIS
ORDINANCE AND RATIFYING ALL ACTIONS TAKEN TO
FURTHER THIS ORDINANCE
WHEREAS, at special bond elections held in and for the City of Tempe, Arizona
(the “City”), on November 8, 2016, November 3, 2020, and November 5, 2024 (collectively, the
“Elections”), the issuance of general obligation bonds by the City was approved by the qualified
electors of the City; and
WHEREAS, the Mayor and Council of the City (the “Council”) have determined
to sell and issue a portion of the authorized amount of such bonds (the “New Money Bonds”) as
general obligation bonds for the purposes granted at the Elections; and
WHEREAS, the Council has also determined that it is expedient to refund certain
outstanding general obligation and/or general obligation refunding bonds of the City (collectively,
the “Bonds Being Refunded”) and that the sale and issuance of certain general obligation refunding
bonds by the City (the “Refunding Bonds” and, collectively with the New Money Bonds, the
“Bonds”) and the application of the net proceeds thereof to pay at maturity or earlier redemption
the Bonds Being Refunded is necessary and advisable and in the best interests of the City and shall
result in a present value debt service savings, net of all costs associated with the Refunding Bonds,
of not less than two percent (2%) of the principal amount of the Bonds Being Refunded; and
WHEREAS, the total aggregate of taxes levied to pay principal of and interest on
the Refunding Bonds in the aggregate shall not exceed the total aggregate principal and interest to
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become due on the Bonds Being Refunded from the date of issuance of the Refunding Bonds to
the final date of maturity of the Bonds Being Refunded; and
WHEREAS, the Council will receive a proposal from RBC Capital Markets, LLC,
serving in the capacity of and designated as the underwriter (the “Underwriter”), and has
determined that the Bonds should be sold through negotiation to the Underwriter on such terms as
may hereafter be approved by the Authorized Representatives (as defined herein); and
WHEREAS, all things required to be done preliminary to the authorization, sale
and issuance of the Bonds have been duly done and performed in the manner required by law, and
the Council is now empowered to proceed with the sale and issuance of the Bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF TEMPE, ARIZONA, AS FOLLOWS:
Section 1. Authorization and Terms.
(a)
(1)
The New Money Bonds, to provide funds for the purposes
set forth in the ballot questions submitted to the qualified electors of the City at the Elections, are
hereby authorized to be sold and issued as one or more series of bonds of the City to be designated
as provided in this ordinance (this “Ordinance”) and in accordance with applicable law.
(2)
The New Money Bonds are authorized by the provisions of
Title 35, Chapter 3, Article 3, Arizona Revised Statutes. The proceeds from the sale of the New
Money Bonds shall be credited against the total principal amount of bonds and the specific amount
of bonds so authorized by the qualified electors of the City at the Elections and for each respective
purpose and project as set forth in the applicable ballot questions, and the proceeds of the New
Money Bonds shall be applied to each respective purpose and project as determined by the
Authorized Representatives on behalf of the City.
(3)
The Refunding Bonds, to provide funds for the refunding of
the Bonds Being Refunded, are hereby authorized to be sold and issued as one or more series of
bonds of the City to be designated as provided in this Ordinance and in accordance with applicable
law.
(4)
The Refunding Bonds are authorized by the provisions of
Title 35, Chapter 3, Article 4, Arizona Revised Statutes, and the proceeds from the sale thereof
shall be applied as hereinafter provided.
(b)
The City Manager, the Deputy City Manager/Chief Financial
Officer of the City, the Financial Services Director of the City or the designees of any of them
(collectively, the “Authorized Representatives”) are hereby authorized and directed to determine
on behalf of the City: (1) the series name and designation of each series of the Bonds; (2) whether
the interest income on each series of the Bonds will be excluded from gross income for federal
income tax purposes; (3) the total principal amount of each series of the Bonds (but not to exceed
with respect to the New Money Bonds an amount necessary to provide $236,000,000 for financing
the costs of the projects to be financed with proceeds of the New Money Bonds plus the amount
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Ordinance No. O2026.15
necessary to pay the costs of issuance of the New Money Bonds) and the amounts of the New
Money Bonds to be allocated to each of the purposes authorized by the Elections; (4) the final
principal and maturity schedules of each series of the Bonds (but none of the Bonds to mature later
than July 1, 2046); (5) the interest rates with respect to each series of the Bonds (but none of the
New Money Bonds to bear interest at a rate exceeding six percent (6%) per annum) and the dates
for payment of such interest (the “interest payment dates”); (6) the provisions for redemption in
advance of maturity of the Bonds; (7) whether the Bonds shall be issued in one or more series, and
what modifications to the documents executed and delivered in connection with the issuance of
the Bonds may be necessary based on such determination; (8) the series designation and principal
and maturity schedules for the Bonds Being Refunded and the determination of the exercise of
redemption provisions for the Bonds Being Refunded; and (9) the sales date, sales price and other
sales terms of the Bonds (including underwriter’s compensation, original issue discount and
original issue premium); provided, however, that such determinations must result in a present value
debt service savings, net of all costs associated with the Refunding Bonds, of not less than two
percent (2%) of the principal amount of the Bonds Being Refunded if the Refunding Bonds are
issued.
(c)
(1)
The Bonds shall be dated the date of their initial
authentication and delivery and issued in the denomination of $5,000 of principal amount each or
integral multiples thereof and only in fully registered form.
(2)
The principal of and premium, if any, on the Bonds shall be
payable at maturity or prior redemption upon presentation and surrender thereof at the designated
corporate trust office of the Bond Registrar and Paying Agent (as defined herein).
(3)
The Bonds shall bear interest at their respective rates from
their date to the maturity or prior redemption of each Bond, payable commencing on the first
interest payment date. Interest on the Bonds shall be payable by check, dated as of the interest
payment date, mailed to the registered owners thereof and at the addresses appearing on the
registration books maintained by the Bond Registrar and Paying Agent at the close of business on
the fifteenth (15th) day of the month next preceding that interest payment date (the “regular record
date”). Any such interest on a Bond which is not timely paid or duly provided for shall cease to
be payable to the registered owner thereof (or of one or more predecessor Bonds) as of the regular
record date, and shall be payable to the registered owner thereof (or of one or more predecessor
Bonds) at the close of business on a special record date for the payment of that overdue interest.
The special record date shall be fixed by the Bond Registrar and Paying Agent whenever moneys
become available for payment of the overdue interest, and notice of the special record date shall
be given to the registered owners of Bonds not less than ten (10) days prior thereto.
(4)
The principal of and premium, if any, and interest on the
Bonds shall be payable in lawful money of the United States of America. Notwithstanding
anything to the contrary herein and as may be set forth in the definitive form of the Bonds, the
principal of and premium, if any, and interest on the Bonds may be paid by wire transfer in
immediately available funds if satisfactory arrangements are made.
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Ordinance No. O2026.15
Section 2. Prior Redemption of the Bonds.
(a)
Notice of redemption of any Bond shall be mailed by first class mail,
postage prepaid, not more than sixty (60) nor less than thirty (30) days prior to the date set for
redemption to the registered owner of the Bond or Bonds being redeemed at the address shown on
the registration books for the Bonds maintained by the Bond Registrar and Paying Agent. Failure
to properly give such notice of redemption shall not affect the redemption of any Bond for which
notice was properly given. Such notice may provide that the redemption is conditional upon
moneys for payment of the redemption price being held in separate accounts by the Bond Registrar
and Paying Agent.
(b)
On the date designated for redemption by notice given as herein
provided, the Bonds or portions thereof to be redeemed shall become and be due and payable at
the redemption price for such Bonds or such portions thereof on such date, and, if moneys for
payment of the redemption price are held in separate accounts by the Bond Registrar and Paying
Agent, interest on such Bonds or such portions thereof shall cease to accrue, such Bonds or such
portions thereof shall cease to be entitled to any benefit or security hereunder, the registered owners
of such Bonds or such portions thereof shall have no rights in respect thereof except to receive
payment of the redemption price thereof and accrued interest thereon and such Bonds or such
portions thereof shall be deemed paid and no longer outstanding.
(c)
The City may redeem any amount which is included in a Bond in
the denomination in excess of, but divisible by, $5,000. In that event, the registered owner shall
submit the Bond for partial redemption and the Bond Registrar and Paying Agent shall make such
partial payment and shall cause to be issued a new Bond in a principal amount which reflects the
redemption so made, to be authenticated and delivered to the registered owner thereof.
Section 3. Security; Defeasance.
(a)
After the Bonds are issued, the Council shall enter on its minutes a
record of the Bonds sold and their numbers and dates. For the purpose of paying the principal of,
interest on and costs of administration of the registration and payment of the Bonds, there shall be
levied on all the taxable property in the City a continuing, direct, annual, ad valorem tax sufficient
to pay all such principal, interest and administration costs of and on the Bonds as the same become
due, such taxes to be levied, assessed and collected at the same time and in the same manner as
other taxes of the City are levied, assessed and collected; provided, however, that the total
aggregate of taxes levied to pay principal and interest on the Refunding Bonds in the aggregate
shall not exceed the total aggregate principal and interest to become due on the Bonds Being
Refunded from the date of issuance of the Refunding Bonds to the final date of maturity of the
Bonds Being Refunded. Subject to such limitation as to the Refunding Bonds (but without
limitation as to the New Money Bonds), the tax shall be extended and collected for the City, and
the officials of the City and Maricopa County, Arizona, charged with the annual extension and
collection of taxes, without further instructions from the Council, shall extend and collect the tax
upon issuance of the Bonds. All moneys collected through such tax shall be paid into the treasury
of the City, to the credit of a “Debt Service Fund” of the City for the Bonds, from which fund the
Bonds shall be payable, which funds shall be kept separate and apart from and not commingled
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with any other funds or moneys and which shall be used solely for, respectively, payment of
interest on and principal of, and premium, if any, on the Bonds.
(b)
As provided in Section 4(b) hereof, the net proceeds of the sale of
the Refunding Bonds shall be deposited in the hereinafter defined Trust or invested in obligations
issued by or guaranteed by the United States government (“Government Obligations”), so long as
such Government Obligations shall mature with interest so as to provide funds to pay at maturity
or upon earlier redemption the Bonds Being Refunded together with interest thereon and
redemption premiums, if any, and such proceeds or Government Obligations shall, and other funds
legally available for such purpose as determined by the City may, be deposited in respective
principal and interest redemption funds and shall be held in trust (the “Trust”) by the bond registrar
and paying agent for the Bonds Being Refunded or by the hereinafter defined Escrow Trustee for
the payment of the Bonds Being Refunded with interest and redemption premiums, if any, at
maturity or upon redemption. The owners of the Refunding Bonds shall rely upon the sufficiency
of the funds or Government Obligations held in the Trust for the payment of the Bonds Being
Refunded. The issuance of the Refunding Bonds shall in no way infringe upon the rights of the
owners of the Bonds Being Refunded to rely upon a tax levy for the payment of principal and
interest on the Bonds Being Refunded if the moneys or investments in the Trust prove insufficient.
(c)
Any Bond or portion thereof in authorized denominations shall be
deemed paid and defeased and thereafter shall have no claim on ad valorem taxes levied on taxable
property in the City (i) if there is deposited with a bank or comparable financial institution, in trust,
moneys or obligations issued by or guaranteed by the United States government (“Defeasance
Obligations”) or both which, with the maturing principal of and interest on such Defeasance
Obligations, if any, will be sufficient, as evidenced by a certificate or report of an accountant, to
pay the principal of and interest and any premium on such Bond or portion thereof as the same
matures, comes due or becomes payable upon prior redemption, and (ii) if such defeased Bond or
portion thereof is to be redeemed, notice of such redemption has been given in accordance with
provisions hereof or the City has submitted to the Bond Registrar and Paying Agent instructions
expressed to be irrevocable as to the date upon which such Bond or portion thereof is to be
redeemed and as to the giving of notice of such redemption. If the maturing principal of the
Defeasance Obligations or other moneys, or both, is sufficient to pay the principal of, premium, if
any, and interest on such Bond or portion thereof as the same matures, comes due or becomes
payable upon prior redemption, a certificate or report of an accountant shall not be required. Bonds
the payment of which has been provided for in accordance with this Section shall no longer be
deemed payable or outstanding hereunder and thereafter such Bonds shall be entitled to payment
only from the moneys or Defeasance Obligations deposited to provide for the payment of such
Bonds.
Section 4. Use of Proceeds.
(a)
Proceeds of the sale of the New Money Bonds shall be deposited in
the treasury of the City to the credit of various capital improvement project funds in the amounts
determined as provided in Section 1(a)(2) hereof, to be used solely for the purposes specified in
the ballot questions submitted to the qualified electors of the City at the Elections; provided,
however, that (i) such proceeds may be invested in the manner and under the circumstances
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Ordinance No. O2026.15
allowed by law, and (ii) any moneys remaining after such purposes shall have been accomplished
shall be transferred to the Debt Service Fund in the same fashion as taxes for payment of debt
service with respect to the New Money Bonds.
(b)
Proceeds of the sale of the Refunding Bonds shall be applied, along
with the moneys, if any, determined by the City, to be transferred from the interest and redemption
funds for the Bonds Being Refunded, to create the Trust, which shall be an irrevocable trust for
the benefit of the owners of the Refunding Bonds. As provided in Section 3(b) hereof, amounts
credited to the Trust, other than any beginning cash balance, may, as determined by the City, be
invested immediately in Government Obligations, the maturing principal of and interest on which,
together with any beginning cash balance, are to be sufficient to pay the principal of and premium,
if any, and interest on the Bonds Being Refunded as the same become due. Any balance of the net
proceeds of the Refunding Bonds remaining after creation of the Trust shall be transferred to the
Debt Service Fund in the same fashion as taxes for payment of debt service with respect to the
Refunding Bonds.
(c)
The Authorized Representatives are hereby authorized to enter into,
if necessary, a standard form contract (the “Escrow Trust Agreement”) with a national banking
association authorized to do trust business in the State of Arizona appointed by the Authorized
Representatives (the “Escrow Trustee”), with respect to the safekeeping and handling of moneys
and Government Obligations to be held in the Trust for the payment of the Bonds Being Refunded,
with such additions, deletions and modifications as shall be approved by the Authorized
Representatives. The Council hereby orders that the Bonds Being Refunded be redeemed on the
respective redemption dates determined as provided in Section 1(b) hereof. All actions to refund
the Bonds Being Refunded whether taken before or after adoption of this Ordinance are ratified,
confirmed and approved, as applicable.
Section 5. Form of Bonds.
(a)
The New Money Bonds and the Refunding Bonds (including, in
each case, the form of certificate of authentication and form of assignment therefor) shall be in
substantially the form set forth in Exhibit A and Exhibit B attached hereto, respectively. There
may be such necessary and appropriate omissions, insertions and variations as are permitted or
required hereby and are approved by those officers executing the Bonds in such form. Execution
thereof by such officers shall constitute conclusive evidence of such approval.
(b)
The Bonds may have notations, legends or endorsements required
by law, securities exchange rule or usage. Each Bond shall show both the date of the issue and the
date of authentication and registration of each Bond.
(c)
The Bonds are prohibited from being converted to coupon or bearer
bonds without the consent of the Council and approval of a nationally recognized municipal bond
counsel to the City.
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Ordinance No. O2026.15
Section 6. Execution and Delivery of Bonds.
(a)
The New Money Bonds shall be executed for and on behalf of the
City by the Mayor of the City or the Vice Mayor of the City (if the Mayor is unavailable) and
attested by the City Clerk or the Deputy City Clerk. The Refunding Bonds shall be executed for
and on behalf of the City by the Mayor of the City or the Vice Mayor of the City (if the Mayor is
unavailable), attested by the City Clerk or the Deputy City Clerk and countersigned by the Deputy
City Manager/Chief Financial Officer of the City. Such signatures may be by mechanical
reproduction; however, such officers shall manually sign a certificate adopting as and for such
signatures on the Bonds the respective mechanically reproduced signatures affixed to the Bonds.
(b)
If an officer whose signature is on a Bond no longer holds that office
at the time such Bond is authenticated and registered, the Bond shall nevertheless be valid and
binding so long as such Bond would otherwise be valid and binding.
(c)
A Bond shall not be valid or binding until authenticated by the
manual signature of an authorized representative of the Bond Registrar and Paying Agent. The
signature of the authorized representative of the Bond Registrar and Paying Agent shall be
conclusive evidence that the Bond has been authenticated and issued pursuant to this Ordinance.
Section 7. Mutilated, Lost or Destroyed Bonds. In case any Bond becomes
mutilated or destroyed or lost, the City shall cause to be executed and delivered a new Bond of
like series, type, date, maturity date and tenor in exchange and substitution for and upon the
cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or
lost, upon the registered owner paying the reasonable expenses and charges of the City in
connection therewith and, in the case of a Bond destroyed or lost, filing with the Bond Registrar
and Paying Agent by the registered owner evidence satisfactory to the Bond Registrar and Paying
Agent that such Bond was destroyed or lost, and furnishing the Bond Registrar and Paying Agent
with a sufficient indemnity bond pursuant to Section 47-8405, Arizona Revised Statutes.
Section 8. Acceptance of Proposal.
(a)
Subject to the discretion delegated by Section 1(b) hereof, the
Authorized Representatives are hereby authorized to accept a proposal of the Underwriter for the
purchase of the Bonds which satisfies the terms and conditions of this Ordinance on behalf of the
Council, and the Bonds are hereby ordered to be sold to the Underwriter in accordance with the
terms of a Bond Purchase Agreement (the “Purchase Agreement”) with the Underwriter, in
substantially the same form as that used in connection with the sale of the City’s General
Obligation Bonds, Series 2025 (the “2025 Bonds”) and with such changes as are approved by the
Authorized Representatives. Any of the Authorized Representatives are hereby authorized to
execute the Purchase Agreement, for and on behalf of the Council, in a final form satisfactory to
the Authorized Representatives, and such execution and delivery by the Authorized
Representatives shall indicate the approval thereof on behalf of the Council by the Authorized
Representatives.
(b)
The Authorized Representatives are hereby requested to cause the
Bonds to be delivered to the Underwriter upon receipt of payment therefor and satisfaction of the
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Ordinance No. O2026.15
other conditions for delivery thereof in accordance with the terms of the sale provided in the
Purchase Agreement.
Section 9. Official Statement and Continuing Disclosure.
(a)
(1)
The preparation, distribution and use of a preliminary
official statement relating to the Bonds (the “Preliminary Official Statement”) in substantially the
same form as that used in connection with the sale of the 2025 Bonds is in all respects hereby
ratified, approved and confirmed, and the Authorized Representatives are hereby authorized to
certify or otherwise represent that the Preliminary Official Statement, in original or revised form,
is a “deemed final” official statement (except for permitted omissions) of the City as of a particular
date for purposes of Rule 15c2-12 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended.
(2)
The Underwriter is authorized to prepare or cause to be
prepared, and the Authorized Representatives are authorized and directed to approve, on behalf of
the Council, and to execute and deliver, a final Official Statement in substantially the form of the
Preliminary Official Statement, modified to reflect matters related to the sale of the Bonds, for
distribution and use in connection with the offering and sale of the Bonds. The execution and
delivery of such final Official Statement by any of the Authorized Representatives shall be
conclusively deemed to evidence the approval of the status, form and contents thereof by the
Council.
(b)
Subject to annual appropriation to cover the costs of compliance
therewith, the City shall comply with and carry out all of the provisions of a Continuing Disclosure
Undertaking, to be dated the date of issuance of the Bonds (the “Undertaking”), with respect to the
Bonds, which any of the Authorized Representatives are hereby authorized, for and on behalf of
the Council, to execute, and the City Clerk or the Deputy City Clerk are hereby authorized to attest
and deliver, in substantially the form submitted to the Council at the meeting at which this
Ordinance was adopted, with such additions, deletions and modifications as shall be approved by
the Authorized Representatives, and such execution and delivery shall constitute evidence of the
approval of the Authorized Representatives of any departures from the form submitted to the
Council at the time of adoption of this Ordinance. Notwithstanding any other provision of this
Ordinance, failure of the City (if obligated pursuant to the Undertaking) to comply with the
Undertaking shall not be considered an event of default; however, any beneficial owner (i.e., any
person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to
dispose of ownership of, any Bonds (including persons holding Bonds through nominees,
depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income
tax purposes) may take such actions as may be necessary and appropriate, including seeking
specific performance by court order, to cause the City to comply with its obligations under this
Section.
Section 10. Bond Registrar and Paying Agent.
(a)
The Authorized Representatives are hereby authorized to appoint
the initial authenticating agent, bond registrar, transfer agent and paying agent with respect to the
Bonds (the “Bond Registrar and Paying Agent”), and a standard form contract therewith covering
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Ordinance No. O2026.15
such services, with such additions, deletions and modifications as shall be approved by the
Authorized Representatives, is hereby approved, and any of the Authorized Representatives are
hereby authorized to execute, and the City Clerk or the Deputy City Clerk are hereby authorized
to attest and deliver, such contract. The Bond Registrar and Paying Agent shall maintain the books
of the City for the registration of ownership of each Bond.
(b)
A Bond may be transferred on the registration books upon delivery
and surrender of the Bond to the Bond Registrar and Paying Agent at its designated corporate trust
office, accompanied by a written instrument of transfer in form and with guaranty of signature
satisfactory to the Bond Registrar and Paying Agent, duly executed by the registered owner of the
Bond to be transferred or the attorney-in-fact or legal representative thereof, containing written
instructions as to the details of the transfer of such Bond. No transfer of any Bond shall be effective
until entered on the registration books.
(c)
In all cases upon the transfer of a Bond, the Bond Registrar and
Paying Agent shall enter the transfer of ownership in the registration books and shall authenticate
and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of
the same type and of the authorized denominations (except that no Bond shall be issued which
relates to more than a single principal maturity) for the aggregate principal amount which the
registered owner is entitled to receive at the earliest practicable time in accordance with the
provisions of this Section.
(d)
All costs and expenses of initial registration and payment of the
Bonds shall be borne by the City, but the City and the Bond Registrar and Paying Agent shall
charge the registered owner of such Bond for every subsequent transfer of a Bond including an
amount sufficient to reimburse them for any transfer fee, tax or other governmental charge required
to be paid with respect to such transfer and may require that such charge including for such transfer
fee, tax or other governmental charge be paid before any such new Bond shall be delivered.
(e)
The City and the Bond Registrar and Paying Agent shall not be
required to issue or transfer any Bonds during a period beginning with the opening of business on
any regular record date and ending with the close of business on the corresponding interest
payment date.
(f)
The Bonds shall be subject to a Book-Entry System (as defined
herein) of ownership and transfer, except as provided in subsection (3) of this subsection. The
general provisions for effecting the Book-Entry System are as follows:
(1)
The City hereby designates The Depository Trust Company
as the initial Depository (as defined herein) hereunder.
(2)
Notwithstanding the provisions of this Section or of the
Bonds to the contrary and so long as the Bonds are subject to a Book-Entry System, the
Bonds shall initially be evidenced by one typewritten certificate for each maturity in an
amount equal to the aggregate principal amount thereof. The Bonds so initially delivered
shall be registered in the name of “Cede & Co.” as nominee for The Depository Trust
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Ordinance No. O2026.15
Company. The Bonds may not thereafter be transferred or exchanged on the registration
books of the City maintained by the Bond Registrar and Paying Agent except:
(a)
to any successor Depository designated pursuant to
subsection (3) of this subsection;
(b)
to any successor nominee designated by a
Depository; or
(c)
if the City shall elect to discontinue the Book-Entry
System pursuant to subsection (3) of this subsection, the City shall cause the Bond
Registrar and Paying Agent to authenticate and deliver replacement Bonds in fully
registered form in authorized denominations in the names of the Beneficial Owners
(as defined herein) or their nominees, as certified by the Depository, at the expense
of the City; thereafter the other applicable provisions of this Ordinance regarding
registration, transfer and exchange of the Bonds shall apply.
(3)
The Bond Registrar and Paying Agent, pursuant to a request
from the City for the removal or replacement of the Depository, and upon thirty (30) days’
notice to the Depository, may remove or replace the Depository. The Bond Registrar and
Paying Agent shall remove or replace the Depository at any time pursuant to the request of
the City. The Depository may determine not to continue to act as Depository for the Bonds
upon thirty (30) days’ written notice to the City and the Bond Registrar and Paying Agent.
If the use of the Book-Entry System is discontinued, then after the Bond Registrar and
Paying Agent has made provision for notification of the Beneficial Owners of their book
entry interests in the Bonds by appropriate notice to the then Depository, the City and the
Bond Registrar and Paying Agent shall permit withdrawal of the Bonds from the
Depository and authenticate and deliver the Bond certificates in fully registered form and
in denominations authorized by this Section to the assignees of the Depository or its
nominee. Such withdrawal, authentication and delivery shall be at the cost and expense
(including costs of printing or otherwise preparing, and delivering, such replacement Bond
certificates) of the City.
(4)
So long as the Book-Entry System is used for the Bonds, the
City and the Bond Registrar and Paying Agent shall give any notice of redemption or any
other notices required to be given to registered owners of Bonds only to the Depository or
its nominee registered as the owner thereof. Any failure of the Depository to advise any
of its participants, or of any participant to notify the Beneficial Owner, of any such notice
and its content or effect shall not affect the validity of the redemption of the Bonds to be
redeemed or of any other action premised on such notice. Neither the City nor the Bond
Registrar and Paying Agent shall be responsible or liable for the failure of the Depository
or any participant thereof to make any payment or give any notice to a Beneficial Owner
in respect of the Bonds or any error or delay relating thereto.
(5)
Notwithstanding any other provision of this Section or
Section 2(b) hereof or of the Bonds to the contrary, so long as the Bonds are subject to a
Book-Entry System, it shall not be necessary for the registered owner to present the
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Ordinance No. O2026.15
applicable Bond for payment of mandatory redemption installments, if any. The
mandatory redemption installments may be noted on books kept by the Bond Registrar and
Paying Agent and the Depository for such purpose, and the Bonds shall be tendered to the
Bond Registrar and Paying Agent at their maturity.
(6)
For purposes of this Section, “Beneficial Owners” shall
mean actual purchasers of the Bonds whose ownership interest is evidenced only in the
Book-Entry System maintained by the Depository, “Book-Entry System” shall mean a
system for clearing and settlement of securities transactions among participants of a
Depository (and other parties having custodial relationships with such participants) through
electronic or manual book-entry changes in accounts of such participants maintained by
the Depository hereunder for recording ownership of the Bonds by Beneficial Owners and
transfers of ownership interests in the Bonds and “Depository” shall mean The Depository
Trust Company or any successor depository designated pursuant to this Section.
Section 11. General Federal Tax Law Covenants.
(a)
(1)
The City shall execute and deliver on the date of original
issuance of the Bonds a Certificate Relating To Federal Tax Matters (the “Tax Certificate”) and
comply with the provisions thereof and of this Section 11 only with respect to those of the Bonds
that are sold such that the interest income with respect thereto is excluded from gross income for
federal income tax purposes. References to the Bonds in this Section 11 are to such Bonds. As
will be provided in greater detail in the Tax Certificate, the City shall not make or direct the making
of any investment or other use of the proceeds of any Bonds which would cause such Bonds to be
“arbitrage bonds” as that term is defined in Section 148 (or any successor provision thereto) of the
Internal Revenue Code of 1986, as amended (the “Code”), or “private activity bonds” as that term
is defined in Section 141 (or any successor provision thereto) of the Code, and shall comply with
the requirements of the Code sections and the regulations promulgated thereunder (the
“Regulations”) throughout the term of the Bonds. In consideration of the purchase and acceptance
of the Bonds by such holders from time to time and of retaining such exclusion and as authorized
by Title 35, Chapter 3, Article 7, Arizona Revised Statutes, the Council covenants, and the
appropriate officials of the City are hereby directed, to take all action required to maintain such
exclusion or to refrain from taking any action prohibited by the Code which would adversely affect
in any respect such exclusion.
(2)
The City shall be the owner of the facilities financed or
refinanced with the proceeds of the sale of the Bonds (the “Facilities”) for federal income tax
purposes. Except as otherwise advised in a Bond Counsel’s Opinion (as defined herein), the City
shall not enter into (i) any management or service contract with any entity other than a
governmental entity for the operation of any portion of the Facilities unless the management or
service contract complies with the requirements of the Code, the Regulations and any applicable
interpretive guidance with respect thereto as may control at the time, or (ii) any lease or other
arrangement with any entity other than a governmental entity that gives such entity special legal
entitlements with respect to any portion of the Facilities. Also, the payment of principal and
interest with respect to the Bonds shall not be guaranteed (in whole or in part) by the United States
or any agency or instrumentality of the United States. The proceeds of the Bonds, or amounts
12
Ordinance No. O2026.15
treated as proceeds of the Bonds, shall not be invested (directly or indirectly) in federally insured
deposits or accounts, except to the extent such proceeds (i) may be so invested for an initial
temporary period until needed for the purpose for which the Bonds are being issued, (ii) may be
so used in making investments of a bona fide debt service fund or (iii) may be invested in
obligations issued by the United States Treasury.
(3)
The procedures and covenants contained in any arbitrage
rebate provision or separate agreement executed in connection with the issuance of the Bonds
(initially Section 12 hereof) shall be complied with for so long as compliance is necessary in order
to maintain the exclusion from gross income for federal income tax purposes of interest on the
Bonds.
(b)
(1)
The City shall take all necessary and desirable steps, as
determined by the Council, to comply with the requirements hereunder in order to ensure that
interest on the Bonds is excluded from gross income for federal income tax purposes under the
Code; provided, however, compliance with any such requirement shall not be required in the event
the City receives a Bond Counsel’s Opinion that either (i) compliance with such requirement is
not required to maintain the exclusion from gross income of interest on the Bonds, or
(ii) compliance with some other requirement will meet the requirements of the Code. In the event
the City receives such a Bond Counsel’s Opinion, this Ordinance shall be amended to conform to
the requirements set forth in such opinion.
(2)
If for any reason any requirement hereunder is not complied
with, the Council shall take all necessary and desirable steps, as determined by the City, to correct
such noncompliance within a reasonable period of time after such noncompliance is discovered or
should have been discovered with the exercise of reasonable diligence and the City shall pay any
required interest or penalty under Regulations Section 1.148-3(h).
(c)
The City has adopted post-issuance tax compliance procedures, with
which the City shall comply.
Section 12. Arbitrage Rebate Covenants. The City shall comply with the
provisions of this Section 12 only with respect to those of the Bonds that are sold such that the
interest income with respect thereto is excluded from gross income for federal income tax
purposes. References to the Bonds in this Section 12 are to such Bonds.
(a)
Terms not otherwise defined in Subsection (b) hereof shall have the
meanings given to them in the Tax Certificate.
(b)
The following terms shall have the following meanings:
“Bond Counsel’s Opinion” shall mean an opinion signed by an attorney or
firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds
selected by the City.
“Bond Year” shall mean each one-year period beginning on the day after
the expiration of the preceding Bond Year. The first Bond Year shall begin on the date of issue of
13
Ordinance No. O2026.15
the Bonds and shall end on the date selected by the City, provided that the first Bond Year shall
not exceed one calendar year. The last Bond Year shall end on the date of retirement of the last
Bond.
“Bond Yield” is as indicated in the Tax Certificate. Bond Yield shall be
recomputed if required by Regulations Section 1.148-4(b)(4) or 4(h)(3). Bond Yield shall mean
the discount rate that produces a present value equal to the Issue Price of all unconditionally
payable payments of principal, interest and fees for qualified guarantees within the meaning of
Regulations Section 1.148-4(f) and amounts reasonably expected to be paid as fees for qualified
guarantees in connection with the Bonds as determined under Regulations Section 1.148-4(b). The
present value of all such payments shall be computed as of the date of issue of the Bonds and using
semiannual compounding on the basis of a 360-day year.
“Gross Proceeds” shall mean:
(i)
any amounts actually or constructively received by the City
from the sale of the Bonds but excluding amounts used to pay accrued interest on the Bonds within
one year of the date of issuance of the Bonds;
(ii)
transferred proceeds of the Bonds under Regulations Section
1.148-9;
(iii)
any amounts actually or constructively received from
investing amounts described in (i), (ii) or this (iii); and
(iv)
replacement proceeds of the Bonds within the meaning of
Regulations Section 1.148-1(c). Replacement proceeds include amounts reasonably expected to
be used directly or indirectly to pay debt service on the Bonds, pledged amounts where there is
reasonable assurance that such amounts will be available to pay principal or interest on the Bonds
in the event the City encounters financial difficulties and other replacement proceeds within the
meaning of Regulations Section 1.148-1(c)(4). Whether an amount is Gross Proceeds is
determined without regard to whether the amount is held in any fund or account.
“Investment Property” shall mean any security, obligation (other than a tax-
exempt bond within the meaning of Code Section 148(b)(3)(A)), annuity contract or investment-
type property within the meaning of Regulations Section 1.148-1(b).
“Issue Price” is as indicated in the Tax Certificate and shall be determined
as provided in Regulations Section 1.148-1(b).
“Nonpurpose Investment” shall mean any Investment Property acquired
with Gross Proceeds, and which is not acquired to carry out the governmental purposes of the
Bonds.
“Payment” shall mean any payment within the meaning of Regulations
Section 1.148-3(d)(1) with respect to a Nonpurpose Investment.
14
Ordinance No. O2026.15
“Rebate Requirement” shall mean at any time the excess of the future value
of all Receipts over the future value of all Payments. For purposes of calculating the Rebate
Requirement the Bond Yield shall be used to determine the future value of Receipts and Payments
in accordance with Regulations Section 1.148-3(c). The Rebate Requirement is zero for any
Nonpurpose Investment meeting the requirements of a rebate exception under Section 148(f)(4) of
the Code or Regulations Section 1.148-7.
“Receipt” shall mean any receipt within the meaning of Regulations Section
1.148-3(d)(2) with respect to a Nonpurpose Investment.
“Regulations” shall mean Sections 1.148-1 through 1.148-11 and Section
1.150-1 of the regulations of the United States Department of the Treasury promulgated under the
Code, including and any amendments thereto or successor regulations.
(c)
The City shall cause the Rebate Requirement to be calculated and
shall pay to the United States of America:
(1)
not later than 60 days after the end of the fifth Bond Year
and every fifth Bond Year thereafter, an amount which, when added to the
future value of all previous rebate payments with respect to the Bonds
(determined as of such Computation Date), is equal to at least 90% of the
sum of the Rebate Requirement (determined as of the last day of such Bond
Year) plus the future value of all previous rebate payments with respect to
the Bonds (determined as of the last day of such Bond Year); and
(2)
not later than 60 days after the retirement of the last Bond,
an amount equal to 100% of the Rebate Requirement (determined as of the
date of retirement of the last Bond).
Each payment required to be made under this Section shall be filed with the Internal Revenue
Service Center, Ogden, Utah 84201, on or before the date such payment is due, and shall be
accompanied by IRS Form 8038-T.
(d)
No Nonpurpose Investment shall be acquired for an amount in
excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of
for an amount less than its fair market value.
(e)
For purposes of Subsection (d), whether a Nonpurpose Investment
has been purchased or sold or disposed of for its fair market value shall be determined as follows:
(1)
The fair market value of a Nonpurpose Investment generally
shall be the price at which a willing buyer would purchase the Nonpurpose
Investment from a willing seller in a bona fide arm’s length transaction. Fair market
value shall be determined on the date on which a contract to purchase or sell the
Nonpurpose Investment becomes binding.
15
Ordinance No. O2026.15
(2)
Except as provided in Subsection (f) or (g), a Nonpurpose
Investment that is not of a type traded on an established securities market, within
the meaning of Code Section 1273, is rebuttably presumed to be acquired or
disposed of for a price that is not equal to its fair market value.
(3)
If a United States Treasury obligation is acquired directly
from or sold or disposed of directly to the United States Treasury, such acquisition
or sale or disposition shall be treated as establishing the fair market value of the
obligation.
(f)
The purchase price of a certificate of deposit that has a fixed interest
rate, a fixed payment schedule and a substantial penalty for early withdrawal is considered to be
its fair market value if the yield on the certificate of deposit is not less than:
(1)
the yield on reasonably comparable direct obligations of the
United States; and
(2)
the highest yield that is published or posted by the provider
to be currently available from the provider on reasonably comparable certificates
of deposit offered to the public.
(g)
A guaranteed investment contract shall be considered acquired and
disposed of for an amount equal to its fair market value if:
(1)
A bona fide solicitation in writing for a specified guaranteed
investment contract, including all material terms, is timely forwarded to all
potential providers. The solicitation must include a statement that the submission
of a bid is a representation that the potential provider did not consult with any other
potential provider about its bid, that the bid was determined without regard to any
other formal or informal agreement that the potential provider has with the City or
any other person (whether or not in connection with the Bonds), and that the bid is
not being submitted solely as a courtesy to the City or any other person for purposes
of satisfying the requirements in the Regulations that the City receive bids from at
least one reasonably competitive provider and at least three providers that do not
have a material financial interest in the Bonds.
(2)
All potential providers have an equal opportunity to bid, with
no potential provider having the opportunity to review other bids before providing
a bid.
(3)
At least three reasonably competitive providers (i.e. having
an established industry reputation as a competitive provider of the type of
investments being purchased) are solicited for bids. At least three bids must be
received from providers that have no material financial interest in the Bonds (e.g.,
a lead underwriter within 15 days of the issue date of the Bonds or a financial
advisor with respect to the investment) and at least one of such three bids must be
16
Ordinance No. O2026.15
from a reasonably competitive provider. If the City uses an agent to conduct the
bidding, the agent may not bid.
(4)
The highest-yielding guaranteed investment contract for
which a qualifying bid is made (determined net of broker’s fees) is purchased.
(5)
The determination of the terms of the guaranteed investment
contract takes into account as a significant factor the reasonably expected deposit
and drawdown schedule for the amounts to be invested.
(6)
The terms for the guaranteed investment contract are
commercially reasonable (i.e. have a legitimate business purpose other than to
increase the purchase price or reduce the yield of the guaranteed investment
contract).
(7)
The provider of the investment contract certifies the
administrative costs (as defined in Regulations Section 1.148-5(e)) that it pays (or
expects to pay) to third parties in connection with the guaranteed investment
contract.
(8)
The City retains until three years after the last outstanding
Bond is retired, (i) a copy of the guaranteed investment contract, (ii) a receipt or
other record of the amount actually paid for the guaranteed investment contract,
including any administrative costs paid by the City and a copy of the provider’s
certification described in (7) above, (iii) the name of the person and entity
submitting each bid, the time and date of the bid, and the bid results and (iv) the bid
solicitation form and, if the terms of the guaranteed investment contract deviates
from the bid solicitation form or a submitted bid is modified, a brief statement
explaining the deviation and stating the purpose of the deviation.
(h)
The employment of such experts and consultants to make, as
necessary, any calculations in respect of rebates to be made to the United States of America in
accordance with Section 148(f) of the Code is hereby authorized.
Section 13. Ordinance a Contract; Severability; Ratification of Actions.
(a)
This Ordinance shall constitute a contract between the City and the
registered owners of the Bonds and shall not be repealed or amended in any manner which would
impair, impede or lessen the rights of the registered owners of the Bonds then outstanding.
(b)
If any section, paragraph, subdivision, sentence, clause or phrase of
this Ordinance is for any reason held to be illegal or unenforceable, such decision will not affect
the validity of the remaining portions of this Ordinance. The Council hereby declares that it would
have adopted this Ordinance and each and every other section, paragraph, subdivision, sentence,
clause or phrase hereof and authorized the issuance of the Bonds, pursuant hereto irrespective of
the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses or phrases of
this Ordinance may be held illegal, invalid or unenforceable.
17
Ordinance No. O2026.15
(c)
All actions of the officers, employees and agents of the City
including the Council which conform to the purposes and intent of this Ordinance and which
further the sale and issuance of the Bonds as contemplated by this Ordinance, including retention
of consultants and counsel necessary to carry out the purposes of this Ordinance, whether taken
before or after adoption of this Ordinance, are hereby ratified, confirmed and approved. The proper
officers and agents of the City are hereby authorized and directed to do all such acts and things
and to execute and deliver all such documents on behalf of the City as may be necessary to carry
out the terms and intent of this Ordinance.
(d)
All acts and conditions necessary to be performed by the City or to
have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and
binding general obligations of the City will at the time of delivery of the Bonds have been
performed and have been met, in regular and due form as required by law, and no statutory, charter
or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of
the Bonds.
(e)
All formal actions of the Council concerning and relating to the
passage of this Ordinance were taken in an open meeting of the Council, and all deliberations of
the Council and of any committees that resulted in those formal actions were in meetings open to
the public, in compliance with all legal requirements.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF
TEMPE, ARIZONA, this 30th day of April, 2026.
....................................................................................
Corey D. Woods, Mayor
ATTEST:
......................................................................
Kara A. DeArrastia, City Clerk
APPROVED AS TO FORM:
......................................................................
Eric C. Anderson, City Attorney
A-1
EXHIBIT A
[FORM OF NEW MONEY BOND]
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.*
REGISTERED
REGISTERED
NO. ...............
$.......................
UNITED STATES OF AMERICA
STATE OF ARIZONA
CITY OF TEMPE, ARIZONA
GENERAL OBLIGATION BOND, [TAXABLE] SERIES 2026[A/B]**
Interest Rate:
Maturity Date:
Dated:
CUSIP:
..................%
July 1, ........
...................., 2026
87973E .....
REGISTERED OWNER:
CEDE & CO.*
PRINCIPAL AMOUNT:
........................................................................................ DOLLARS
THE CITY OF TEMPE, ARIZONA, a body politic and corporate, duly
incorporated and existing pursuant to the laws of the State of Arizona (the “City”), for value
received, hereby promises to pay to the aforesaid registered owner, or registered assigns, the
aforesaid principal amount on the aforesaid maturity date unless earlier redeemed and then on the
applicable redemption date, and to pay interest on the principal amount from the date this Bond is
dated, at the aforesaid interest rate (computed on the basis of a 360-day year of twelve 30-day
months) on each January 1 and July 1 (each an “interest payment date”), commencing
......................, ........., to its maturity or its redemption prior to maturity. The principal of and
premium, if any, on this Bond are payable upon presentation and surrender hereof at the designated
* Insert only while The Depository Trust Company is the Securities Depository.
** The series name and designation of this Bond is subject to change as determined in the Ordinance to which this
Form is attached as Exhibit A.
A-2
corporate trust office of ..........................................................., as the “Bond Registrar and Paying
Agent.” Interest on this Bond is payable by check, dated as of the interest payment date, mailed
to the registered owner hereof and at the address appearing on the registration books maintained
by the Bond Registrar and Paying Agent at the close of business on the 15th day of the month next
preceding that interest payment date (the “regular record date”). Any such interest which is not
timely paid or duly provided for shall cease to be payable to the registered owner hereof (or of one
or more predecessor Bonds) as of the regular record date and shall be payable to the registered
owner hereof (or of one or more predecessor Bonds) at the close of business on a special record
date for the payment of that overdue interest. The special record date shall be fixed by the Bond
Registrar and Paying Agent whenever moneys become available for payment of the overdue
interest, and notice of the special record date shall be given to the registered owner of this Bond
not less than 10 days prior thereto.
The principal of and interest and premium, if any, on this Bond are payable in
lawful money of the United States of America, on the respective dates when principal and interest
become due.
This Bond is one of a series of bonds (the “Bonds”) indicated above in the aggregate
principal amount of $..........,000 of like tenor except as to amount, maturity date, rate of interest
and number. The Bonds are authorized pursuant to special bond elections held in and for the City
on November 8, 2016, November 3, 2020, and November 5, 2024. The Bonds are being issued by
the City pursuant to an Ordinance of the Mayor and Council of the City, duly adopted prior to the
issuance hereof, all of the terms of which are hereby incorporated herein (the “Ordinance”), and
pursuant to the Constitution and laws of the State of Arizona relative to the sale and issuance of
general obligation bonds of municipalities, and all amendments thereto, and all other laws of the
State of Arizona thereunto enabling.
For the purpose of paying the principal of, interest on and costs of administration
of the registration and payment of this Bond, there shall be levied on all taxable property in the
City a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest and
administration costs of and on this Bond as the same become due, such taxes to be levied, assessed
and collected at the same time and in the same manner as other taxes of the City are levied, assessed
and collected.
The Bonds maturing before and on July 1, ...., are not subject to redemption prior
to maturity. The Bonds maturing on and after July 1, ...., are subject to redemption prior to
maturity, in whole or in part, on July 1, ...., or any date thereafter, by the payment of a redemption
price equal to the principal amount of each such Bond redeemed plus interest accrued to the date
fixed for redemption plus a premium (calculated as a percentage of the principal amount of such
Bonds to be redeemed) to be computed as follows:
Redemption Dates
Premium
July 1, ...., and January 1, ....
....%
July 1, ...., and January 1, ....
....
July 1, ...., and thereafter
0.0
A-3
The Bonds maturing on July 1, ...., shall be redeemed prior to maturity on July 1,
in the years and amounts set forth below, by payment of the principal amount of each Bond to be
redeemed plus interest accrued to the date fixed for redemption, but without a premium:
Year
Amount
$
A remaining principal amount of $.....,000 of Bonds maturing on July 1, ...., shall mature on July
1, .....
Not more than seventy-five (75) nor less than sixty (60) days prior to the mandatory
redemption date for the Bonds maturing on July 1, ...., the Bond Registrar and Paying Agent shall
proceed to select for redemption (by lot in such manner as the Bond Registrar and Paying Agent
may determine) from all the Bonds maturing on July 1, ...., outstanding a principal amount of the
Bonds maturing on July 1, ...., equal to the aggregate principal amount of the Bonds maturing on
July 1, ...., to be redeemed and shall redeem such Bonds maturing on July 1, ...., on the next July
1 and give notice of such redemption.
Notice of redemption of any such Bond will be mailed not more than sixty (60) nor
less than thirty (30) days prior to the date set for redemption to the registered owner of such Bond
or Bonds being redeemed at the address shown on the registration books for the Bonds maintained
by the Bond Registrar and Paying Agent. Failure to properly give such notice of redemption shall
not affect the redemption of any such Bond for which notice was properly given.
The Bond Registrar and Paying Agent shall maintain the registration books of the
City for the registration of ownership of each Bond as provided in the Ordinance. (The Bond
Registrar and Paying Agent may be changed without notice or consent.)
This Bond may be transferred on the registration books upon delivery and surrender
hereof to the Bond Registrar and Paying Agent at its designated corporate trust office,
accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory
to the Bond Registrar and Paying Agent, duly executed by the registered owner of this Bond or his
or her attorney-in-fact or legal representative, containing written instructions as to the details of
the transfer. No transfer of this Bond shall be effective until entered on the registration books.
In all cases upon the transfer of this Bond, the Bond Registrar and Paying Agent
shall transfer the ownership in the registration books and shall authenticate and deliver in the name
A-4
of the transferee or transferees a new fully registered Bond or Bonds of authorized denominations
(except that no Bond shall be issued which relates to more than a single principal maturity) for the
aggregate principal amount which the registered owner is entitled to receive at the earliest
practicable time in accordance with the provisions of the Ordinance. The City and the Bond
Registrar and Paying Agent shall charge the owner of such Bond for every transfer of a Bond,
including an amount sufficient to reimburse them for any transfer fee, tax or other charge required
to be paid with respect to such transfer and may require that such charge, including such transfer
fee, tax or other charge be paid before any such new Bond shall be delivered.
The City and the Bond Registrar and Paying Agent shall not be required to issue or
transfer any Bonds during a period beginning with the opening of business on any regular record
date and ending with the close of business on the corresponding interest payment date.
This Bond shall not be entitled to any security or benefit under the Ordinance or be
valid or become obligatory for any purpose until the certificate of authentication hereon shall have
been signed by the Bond Registrar and Paying Agent.
Pursuant to the Ordinance, payment of all or any part of the Bonds may be provided
for by the irrevocable deposit, in trust, of moneys or obligations issued or guaranteed by the United
States government (“Defeasance Obligations”) or both which, with the maturing principal of and
interest on such Defeasance Obligations, if any, will be sufficient, as evidenced by a certificate or
report of an accountant, to pay the principal or redemption price of and interest on such Bonds.
Any Bonds so provided for will no longer be outstanding under the Ordinance or payable from ad
valorem taxes on taxable property in the City, and the owners of such Bonds shall thereafter be
entitled to payment only from the moneys and Defeasance Obligations deposited in trust.
It is hereby certified, recited and declared (i) that all conditions, acts and things
required by the Constitution and laws of the State of Arizona to happen, to be done, to exist and to
be performed precedent to and in the issuance of this Bond and of the series of which it is one,
have happened, have been done, do exist and have been performed in regular and due form and
time as required by law, (ii) that the obligation evidenced by the series of Bonds of which this is
one, together with all other existing indebtedness of the City, does not exceed any applicable
constitutional or statutory limitation, and (iii) that due provision has been made for the levy and
collection of a direct, annual, ad valorem tax upon taxable property within the City, over and above
all other taxes authorized or limited by law, sufficient to pay the principal hereof and the interest
hereon as each becomes due.
A-5
IN WITNESS WHEREOF, THE CITY OF TEMPE, ARIZONA, has caused this
Bond to be executed in the name of the City by the facsimile signature of the Mayor of the City
and such signature of the Mayor of the City to be attested by the facsimile signature of the City
Clerk.
CITY OF TEMPE, ARIZONA
By (Facsimile)
...............................................................................
Corey D. Woods, Mayor
ATTEST:
By (Facsimile)
...................................................................
Kara A. DeArrastia, City Clerk
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Ordinance and is
one of the City of Tempe, Arizona General Obligation Bonds, [Taxable] Series 2026[A/B].
Date of Authentication: .........................................
...................................................................................,
as Bond Registrar and Paying Agent
By...............................................................................
Authorized Representative
A-6
[FORM OF ASSIGNMENT]
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers unto
................................................... the within Bond and irrevocably constitutes and appoints
............................................................. attorney to transfer this Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: ...............................................
..............................................................................
Signature
Signature Guaranteed:
...........................................................
..............................................................................
[Insert proper legend]
Signature
Notice:
The assignor’s signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular,
without alteration or any change whatsoever.
The following abbreviations, when used in the inscription on the face of the within Bond, shall be
construed as though they were written out in full according to applicable laws or regulations.
TEN COM
-
as tenants in common
TEN ENT
-
as tenants by the entireties
JT TEN
-
as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT/TRANS MIN ACT - .......................... Custodian ........................
(Cust) (Minor)
under Uniform Gifts/Transfers to Minors Act ...................................................
(State)
Additional abbreviations may also be used though not included in the above list
ALL FEES AND COSTS OF TRANSFER
SHALL BE PAID BY THE TRANSFEROR
B-1
EXHIBIT B
[FORM OF REFUNDING BOND]
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.*
REGISTERED
REGISTERED
NO. ...............
$.......................
UNITED STATES OF AMERICA
STATE OF ARIZONA
CITY OF TEMPE, ARIZONA
GENERAL OBLIGATION REFUNDING BOND, SERIES 2026C**
Interest Rate:
Maturity Date:
Dated:
CUSIP:
..................%
July 1, ........
...................., 2026
87973E .....
REGISTERED OWNER:
CEDE & CO.*
PRINCIPAL AMOUNT:
........................................................................................ DOLLARS
THE CITY OF TEMPE, ARIZONA, a body politic and corporate, duly
incorporated and existing pursuant to the laws of the State of Arizona (the “City”), for value
received, hereby promises to pay to the aforesaid registered owner, or registered assigns, the
aforesaid principal amount on the aforesaid maturity date unless earlier redeemed and then on the
applicable redemption date, and to pay interest on the principal amount from the date this Bond is
dated, at the aforesaid interest rate (computed on the basis of a 360-day year of twelve 30-day
months) on each January 1 and July 1 (each an “interest payment date”), commencing
......................, ........., to its maturity or its redemption prior to maturity. The principal of and
premium, if any, on this Bond are payable upon presentation and surrender hereof at the designated
* Insert only while The Depository Trust Company is the Securities Depository.
** The series name and designation of this Bond is subject to change as determined in the Ordinance to which this
Form is attached as Exhibit B.
B-2
corporate trust office of ..........................................................., as the “Bond Registrar and Paying
Agent.” Interest on this Bond is payable by check, dated as of the interest payment date, mailed
to the registered owner hereof and at the address appearing on the registration books maintained
by the Bond Registrar and Paying Agent at the close of business on the 15th day of the month next
preceding that interest payment date (the “regular record date”). Any such interest which is not
timely paid or duly provided for shall cease to be payable to the registered owner hereof (or of one
or more predecessor Bonds) as of the regular record date and shall be payable to the registered
owner hereof (or of one or more predecessor Bonds) at the close of business on a special record
date for the payment of that overdue interest. The special record date shall be fixed by the Bond
Registrar and Paying Agent whenever moneys become available for payment of the overdue
interest, and notice of the special record date shall be given to the registered owner of this Bond
not less than 10 days prior thereto.
The principal of and interest and premium, if any, on this Bond are payable in
lawful money of the United States of America, on the respective dates when principal and interest
become due.
This Bond is one of a series of bonds (the “Bonds”) indicated above in the aggregate
principal amount of $..........,000 of like tenor except as to amount, maturity date, rate of interest
and number. The Bonds are being issued by the City to provide funds to refund certain previously
issued and outstanding general obligation and/or general obligation refunding bonds of the City
(the “Bonds Being Refunded”) pursuant to an Ordinance of the Mayor and Council of the City,
duly adopted prior to the issuance hereof, all of the terms of which are hereby incorporated herein
(the “Ordinance”), and pursuant to the Constitution and laws of the State of Arizona relative to the
sale and issuance of general obligation refunding bonds of municipalities, and all amendments
thereto, and all other laws of the State of Arizona thereunto enabling.
For the purpose of paying the principal of, interest on and costs of administration
of the registration and payment of this Bond, there shall be levied on all taxable property in the
City a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest and
administration costs of and on this Bond as the same become due, such taxes to be levied, assessed
and collected at the same time and in the same manner as other taxes of the City are levied, assessed
and collected; provided, however, that the issuance of the Bonds shall in no way infringe upon the
rights of the Bonds Being Refunded to rely upon a tax levy for payment of the principal and interest
on the Bonds Being Refunded if the obligations issued by or guaranteed by the United States
government in which net proceeds of the Bonds are invested and which mature with interest so as
to provide funds to pay when due, or called for redemption, the Bonds Being Refunded together
with interest thereon and redemption premiums, if any, and with other funds legally available for
such purpose as determined by the City deposited in the respective principal and interest
redemption funds and held in trust for the payment of the Bonds Being Refunded with interest and
redemption premiums, if any, on maturity or upon an available redemption date prove insufficient
and further that the total aggregate of taxes levied to pay principal and interest on the Bonds in the
aggregate shall not exceed the total aggregate principal and interest to become due on the Bonds
Being Refunded from the date of issuance of the Bonds to the final date of maturity of the Bonds
Being Refunded. The owners of the Bonds must rely on the sufficiency of the funds and securities
held irrevocably in trust for payment of the Bonds Being Refunded.
B-3
The Bonds maturing before and on July 1, ...., are not subject to redemption prior
to maturity. The Bonds maturing on and after July 1, ...., are subject to redemption prior to
maturity, in whole or in part, on July 1, ...., or any date thereafter, by the payment of a redemption
price equal to the principal amount of each such Bond redeemed plus interest accrued to the date
fixed for redemption plus a premium (calculated as a percentage of the principal amount of such
Bonds to be redeemed) to be computed as follows:
Redemption Dates
Premium
July 1, ...., and January 1, ....
....%
July 1, ...., and January 1, ....
....
July 1, ...., and thereafter
0.0
The Bonds maturing on July 1, ...., shall be redeemed prior to maturity on July 1,
in the years and amounts set forth below, by payment of the principal amount of each Bond to be
redeemed plus interest accrued to the date fixed for redemption, but without a premium:
Year
Amount
$
A remaining principal amount of $.....,000 of Bonds maturing on July 1, ...., shall mature on July
1, .....
Not more than seventy-five (75) nor less than sixty (60) days prior to the mandatory
redemption date for the Bonds maturing on July 1, ...., the Bond Registrar and Paying Agent shall
proceed to select for redemption (by lot in such manner as the Bond Registrar and Paying Agent
may determine) from all the Bonds maturing on July 1, ...., outstanding a principal amount of the
Bonds maturing on July 1, ...., equal to the aggregate principal amount of the Bonds maturing on
July 1, ...., to be redeemed and shall redeem such Bonds maturing on July 1, ...., on the next July
1 and give notice of such redemption.
Notice of redemption of any such Bond will be mailed not more than sixty (60) nor
less than thirty (30) days prior to the date set for redemption to the registered owner of such Bond
or Bonds being redeemed at the address shown on the registration books for the Bonds maintained
by the Bond Registrar and Paying Agent. Failure to properly give such notice of redemption shall
not affect the redemption of any such Bond for which notice was properly given.
B-4
The Bond Registrar and Paying Agent shall maintain the registration books of the
City for the registration of ownership of each Bond as provided in the Ordinance. (The Bond
Registrar and Paying Agent may be changed without notice or consent.)
This Bond may be transferred on the registration books upon delivery and surrender
hereof to the Bond Registrar and Paying Agent at its designated corporate trust office,
accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory
to the Bond Registrar and Paying Agent, duly executed by the registered owner of this Bond or his
or her attorney-in-fact or legal representative, containing written instructions as to the details of
the transfer. No transfer of this Bond shall be effective until entered on the registration books.
In all cases upon the transfer of this Bond, the Bond Registrar and Paying Agent
shall transfer the ownership in the registration books and shall authenticate and deliver in the name
of the transferee or transferees a new fully registered Bond or Bonds of authorized denominations
(except that no Bond shall be issued which relates to more than a single principal maturity) for the
aggregate principal amount which the registered owner is entitled to receive at the earliest
practicable time in accordance with the provisions of the Ordinance. The City and the Bond
Registrar and Paying Agent shall charge the owner of such Bond for every transfer of a Bond,
including an amount sufficient to reimburse them for any transfer fee, tax or other charge required
to be paid with respect to such transfer and may require that such charge, including such transfer
fee, tax or other charge be paid before any such new Bond shall be delivered.
The City and the Bond Registrar and Paying Agent shall not be required to issue or
transfer any Bonds during a period beginning with the opening of business on any regular record
date and ending with the close of business on the corresponding interest payment date.
This Bond shall not be entitled to any security or benefit under the Ordinance or be
valid or become obligatory for any purpose until the certificate of authentication hereon shall have
been signed by the Bond Registrar and Paying Agent.
Pursuant to the Ordinance, payment of all or any part of the Bonds may be provided
for by the irrevocable deposit, in trust, of moneys or obligations issued or guaranteed by the United
States government (“Defeasance Obligations”) or both which, with the maturing principal of and
interest on such Defeasance Obligations, if any, will be sufficient, as evidenced by a certificate or
report of an accountant, to pay the principal or redemption price of and interest on such Bonds.
Any Bonds so provided for will no longer be outstanding under the Ordinance or payable from ad
valorem taxes on taxable property in the City, and the owners of such Bonds shall thereafter be
entitled to payment only from the moneys and Defeasance Obligations deposited in trust.
It is hereby certified, recited and declared (i) that all conditions, acts and things
required by the Constitution and laws of the State of Arizona to happen, to be done, to exist and to
be performed precedent to and in the issuance of this Bond and of the series of which it is one,
have happened, have been done, do exist and have been performed in regular and due form and
time as required by law, (ii) that the obligation evidenced by the series of Bonds of which this is
one, together with all other existing indebtedness of the City, does not exceed any applicable
constitutional or statutory limitation, and (iii) that due provision has been made for the levy and
collection of a direct, annual, ad valorem tax upon taxable property within the City, over and above
B-5
all other taxes authorized or limited by law, except as otherwise described herein, sufficient to pay
the principal hereof and the interest hereon as each becomes due.
IN WITNESS WHEREOF, THE CITY OF TEMPE, ARIZONA, has caused this
Bond to be executed in the name of the City by the facsimile signature of the Mayor of the City
and such signature of the Mayor of the City to be attested by the facsimile signature of the City
Clerk and to be countersigned by the facsimile signature of the Deputy City Manager/Chief
Financial Officer of the City.
CITY OF TEMPE, ARIZONA
By (Facsimile)
...............................................................................
Corey D. Woods, Mayor
ATTEST:
By (Facsimile)
...................................................................
Kara A. DeArrastia, City Clerk
COUNTERSIGNED:
By (Facsimile)
...............................................................................
Lisette Camacho, Deputy City Manager/Chief
Financial Officer
B-6
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Ordinance and is
one of the City of Tempe, Arizona General Obligation Refunding Bonds, Series 2026C.
Date of Authentication: .........................................
...................................................................................,
as Bond Registrar and Paying Agent
By...............................................................................
Authorized Representative
B-7
[FORM OF ASSIGNMENT]
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers unto
................................................... the within Bond and irrevocably constitutes and appoints
............................................................. attorney to transfer this Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: ...............................................
..............................................................................
Signature
Signature Guaranteed:
...........................................................
..............................................................................
[Insert proper legend]
Signature
Notice:
The assignor’s signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular,
without alteration or any change whatsoever.
The following abbreviations, when used in the inscription on the face of the within Bond, shall be
construed as though they were written out in full according to applicable laws or regulations.
TEN COM
-
as tenants in common
TEN ENT
-
as tenants by the entireties
JT TEN
-
as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT/TRANS MIN ACT - .......................... Custodian ........................
(Cust) (Minor)
under Uniform Gifts/Transfers to Minors Act ...................................................
(State)
Additional abbreviations may also be used though not included in the above list
ALL FEES AND COSTS OF TRANSFER
SHALL BE PAID BY THE TRANSFEROR
CERTIFICATION
I hereby certify that the foregoing Ordinance No. O2026........ was duly passed and
adopted by the Mayor and the Council of the City of Tempe, Arizona, at a regular meeting held on
the 30th day of April, 2026, and the vote was ........ ayes and ........ nays and that the Mayor and
........ Councilmembers were present thereat.
....................................................................................
Kara A. DeArrastia, City Clerk