TEMPE ETO REF 2026 - APPROVING ORDINANCE.DOCX

721575579
ORDINANCE NO. O2026.16
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF 
TEMPE, ARIZONA, (1) APPROVING THE SALE AND 
EXECUTION AND DELIVERY OF EXCISE TAX REVENUE 
REFUNDING OBLIGATIONS, SERIES 2026, EVIDENCING 
A PROPORTIONATE INTEREST OF THE OWNERS 
THEREOF 
IN 
A 
PURCHASE 
AGREEMENT; 
(2) 
APPROVING THE FORM AND AUTHORIZING THE 
EXECUTION 
AND 
DELIVERY 
OF 
NECESSARY 
AGREEMENTS, 
INSTRUMENTS 
AND 
DOCUMENTS 
RELATED TO THE SALE AND EXECUTION AND 
DELIVERY OF SUCH OBLIGATIONS; (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; AND (4) 
AUTHORIZING THE TAKING OF ALL OTHER ACTIONS 
NECESSARY TO THE CONSUMMATION OF THE 
TRANSACTIONS 
CONTEMPLATED 
BY 
THIS 
ORDINANCE
WHEREAS, the Mayor and Council (the “Council”) of the City of Tempe, Arizona 
(the “City”), have determined to refinance all or a portion of the remaining payments due pursuant 
to the Purchase Agreement, dated as of June 1, 2016 (the “2016 Purchase Agreement”), to U.S. 
Bank Trust Company, National Association (successor in interest to The Bank of New York 
Mellon Trust Company, N.A.), with respect to financing and refinancing the costs of construction, 
renovation and acquisition of various water and wastewater improvements, an energy retrofit 
program and other projects for the City (collectively, the “Prior Project”), by entering into a 
Purchase Agreement, to be dated as of the first day of the month of the dated date of the hereinafter 
described Obligations (the “Purchase Agreement”), with U.S. Bank Trust Company, National 
Association, as trustee (the “Trustee”), in its separate capacity as “Seller”; and
WHEREAS, the payments due from the City pursuant to the 2016 Purchase 
Agreement secure certain payments due with respect to the City’s Excise Tax Revenue and 
Revenue Refunding Obligations, Series 2016 (the amount of such obligations to be prepaid as 
provided herein is referred to herein as the “Obligations Being Refunded”); and
WHEREAS, in connection with the Purchase Agreement, the Council hereby 
deems it necessary and desirable to provide for the sale and execution and delivery of Excise Tax 
Revenue Refunding Obligations, Series 2026 (the “Obligations”), pursuant to a Trust Agreement, 
to be dated as of the first day of the month of the dated date of the Obligations (the “Trust 
Agreement”), between the Trustee and the City, evidencing proportionate interests of the owners 
of the Obligations in payments to be made by the City to the Trustee pursuant to the Purchase 
Agreement; and

2
Ordinance No. O2026.16
WHEREAS, the payments represented by the Obligations will be secured by 
amounts received under the Purchase Agreement pursuant to which the City will pledge the Excise 
Taxes (as defined in the Trust Agreement); and
WHEREAS, the Council (i) will receive a proposal from RBC Capital Markets, 
LLC (“RBC”), serving in the capacity of and designated as the underwriter (the “Underwriter”), 
and has determined that the Obligations may be sold through negotiation to the Underwriter 
pursuant to an Obligation Purchase Agreement, to be dated the date of the sale of the Obligations 
(the “Purchase Contract”), by and between the City and the Underwriter, with such changes as are 
approved by the hereinafter defined Authorized Representatives, and (ii) may receive a proposal 
from one or more banks (the “Purchasers”), pursuant to a bank lending proposal solicited by RBC, 
serving in the capacity of and designated as the bank solicitor (the “Bank Solicitor”), on such terms 
as may hereafter be approved by the Authorized Representatives; and
WHEREAS, there have been presented to the Council at the meeting at which this 
Ordinance is being adopted the proposed forms of: (1) the Purchase Agreement; (2) the Trust 
Agreement; and (3) a Continuing Disclosure Undertaking, to be dated the date of delivery of the 
Obligations (the “Undertaking”), from the City necessary for purposes of compliance with Rule 
15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange 
Act of 1934, as amended (the “Rule”), to be executed and delivered if any of the Obligations are 
sold to the Underwriter pursuant to the Purchase Contract; and
WHEREAS, refinancing the costs of the Prior Project pursuant to the Purchase 
Agreement is in furtherance of the purposes of the City and is in the public interest;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE 
CITY OF TEMPE, ARIZONA, AS FOLLOWS:
Section 1.  (a) The execution and delivery of the Obligations by the Trustee is 
approved.
(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 each authorized to determine on behalf of the 
City: (1) the aggregate principal amount of the Obligations; (2) the date the Obligations are to be 
sold to the Underwriter; (3) the date the Obligations are to be dated; (4) the dates on which interest 
on the Obligations is to be payable and the interest rates per annum the Obligations are to bear; (5) 
the dates the Obligations are to become payable (but not later than July 1, 2031), the principal 
amounts to become payable on such dates and the provisions for prepayment thereof in advance 
of such dates; (6) which of the Obligations, if any, will be sold pursuant to the Purchase Contract, 
and which of the Obligations, if any, will be sold pursuant to a proposal of the Purchasers solicited 
pursuant to the hereinafter defined Bank Solicitor Agreement and accepted by the Authorized 
Representatives on behalf of the City (the “Proposal”); (7) the provisions for prepayment of the 
Obligations Being Refunded (including the amounts and dates of prepayment); and (8) the terms 
upon which the Obligations are to be sold to the Underwriter or purchased by the Purchasers 
(including determinations of price, original issue discount and premium and underwriting 
compensation); provided, however, that the foregoing determinations shall result in a present value

3
Ordinance No. O2026.16
savings, net of all costs, with respect to the prepayment of the Obligations Being Refunded, of at 
least two percent (2%) of the principal amount of the Obligations Being Refunded.
(c)
The form and other terms of the Obligations, including the 
provisions for the signatures, authentication, payment, registration, transfer, exchange, 
prepayment and number shall be as set forth in the Trust Agreement and are approved.
Section 2.  The Obligations are to be (i) sold to the Underwriter pursuant to the 
terms of the Purchase Contract, and/or (ii) purchased by the Purchasers pursuant to the terms of 
the Proposal, in each case as such terms are to be determined as provided hereinabove.
Section 3.  The forms, terms and provisions of the Purchase Agreement, the Trust 
Agreement and the Undertaking, in substantially the forms of such documents (including the 
Obligations and other exhibits thereto) presented at the meeting of the Council at which this 
Ordinance is being adopted, and the form, terms and provisions of the Purchase Contract, in 
substantially the same form as that used in connection with the sale of the City’s Excise Tax 
Revenue Obligations, Series 2025 (the “2025 Obligations”), are hereby approved, with such final 
provisions, insertions, deletions and changes as determined as provided hereinabove, particularly 
with respect to any changes needed based on whether the Obligations are sold to the Underwriter 
pursuant to the Purchase Contract or purchased by the Purchasers pursuant to the Proposal, and 
shall be approved by the Authorized Representatives, the execution of each such document being 
conclusive evidence of such approval.  The Authorized Representatives are hereby authorized to 
enter into, if necessary, an Escrow Trust Agreement, to be dated as of the first day of the month of 
the dated date of the Obligations (the “Escrow Trust Agreement”), with the Trustee or another 
bank authorized to exercise corporate trust powers in the State of Arizona, as escrow trustee (the 
“Escrow Trustee”), in standard form, for the establishment of an escrow to pay principal of and 
interest on the Obligations Being Refunded and to prepay the Obligations Being Refunded.  The 
Authorized Representatives are hereby further authorized to enter into, if necessary, a Bank 
Solicitor Agreement, to be dated as determined by the parties thereto (the “Bank Solicitor 
Agreement”), with the Bank Solicitor, in standard form, with respect to the solicitation of proposals 
from the Purchasers.  The Mayor of the City or any other member of the Council and, in the case 
of the Purchase Contract and the Bank Solicitor Agreement, the Authorized Representatives, or 
the City Clerk or the Deputy City Clerk, where applicable, are hereby authorized and directed, for 
and on behalf of the City, to execute and deliver, and attest or approve, the Purchase Agreement, 
the Trust Agreement, the Escrow Trust Agreement, the Undertaking, the Purchase Contract and 
the Bank Solicitor Agreement, in each case as necessary and as applicable, and to take all action 
to carry out and comply with the terms of such documents.
Section 4.  The distribution of a Preliminary Official Statement relating to the 
Obligations in substantially the same form as that used in connection with the sale of the 2025 
Obligations, to be dated the date of dissemination thereof (the “Preliminary Official Statement”), 
by the Underwriter is approved, and, if any of the Obligations are sold to the Underwriter pursuant 
to the Purchase Contract, an Official Statement, to be dated the date of sale of the Obligations, in 
substantially the form of the Preliminary Official Statement, with such changes or revisions therein 
from the form of the Preliminary Official Statement as may be approved by the Authorized 
Representatives, is approved, and the Authorized Representatives are authorized, empowered and

4
Ordinance No. O2026.16
directed, if necessary, in the name and on behalf of the City, to execute and deliver the same to the 
Underwriter and to execute and deliver instruments confirming that the Preliminary Official 
Statement is “deemed final” in accordance with the Rule.
Section 5.  The Trustee (including in its capacity as Seller) and the Escrow Trustee 
are requested to take any and all action necessary in connection with the execution and delivery of 
the Purchase Agreement, the Trust Agreement and the Escrow Trust Agreement, the sale and 
execution and delivery of the Obligations and the prepayment of the Obligations Being Refunded 
and are further authorized and directed to take such action as may be reasonable for the 
administration of the trusts so held by them.
Section 6.  The covenants and agreements contained in the Purchase Agreement as 
to the pledge of and the lien on the Excise Taxes and the restriction on the execution and delivery 
of further parity obligations secured by the Excise Taxes are approved and confirmed.
Section 7.  The Authorized Representatives and other officers of the City, on behalf 
of the City, are authorized and directed, without further order of the Council, to do all such acts 
and things and to execute and deliver all such certificates, proceedings, agreements and other 
documents as may be necessary or convenient to be executed and delivered on behalf of the City 
(including entering into any agreements for administrative or procedural requirements requested 
by the Purchasers if any of the Obligations are purchased by the Purchasers pursuant to the 
Proposal) to evidence compliance with, or further the purposes of, all the terms and conditions of 
this Ordinance and the consummation of the transactions contemplated hereby and as may be 
necessary to carry out the terms and intent of this Ordinance.
Section 8.  All actions of the officers and agents of the City which conform to the 
purposes and intent of this Ordinance and which further the sale and execution and delivery of the 
Obligations and the prepayment of the Obligations Being Refunded as contemplated by this 
Ordinance, whether heretofore or hereafter taken, are ratified, confirmed and approved.
Section 9.  If any section, paragraph, clause or phrase of this Ordinance shall for 
any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, 
paragraph, clause or phrase shall not affect any of the remaining provisions of this Ordinance.  All 
orders, resolutions and ordinances or parts thereof inconsistent herewith are hereby waived to the 
extent only of such inconsistency.  This waiver shall not be construed as reviving any order, 
resolution or ordinance or any part thereof.  The Council hereby declares that this Ordinance would 
have been adopted with each and every other section, paragraph, subdivision, sentence, clause or 
phrase hereof and authorized the execution and delivery of the Obligations 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.

5
Ordinance No. O2026.16
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

CERTIFICATION
I hereby certify that the foregoing Ordinance No. O2026.16 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