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Ordinance #: 2919 - Date Adopted: 11/24/2014 2009082710223 PO% City Clerk's Office 318730 GLEND Ordinance Indexing Form Filing Information Functional Filing Number Ordinance # 203-35 2919 TIF Dates Date 11/24/2014 Purge Date Subject & Description Subject REFINANCING BONDS Description REFINANCE A PORTION OF ARIZONA GENERAL OBLIGATION BONDS Names& Location Name [1] Name [2] ITEM 42; 14-433 Name [3] Location Indexing Information Index By Scanned By Microfilmed By BW 12/02/2014 Rev 2009-08-27A ORDINANCE NO. 2919 NEW SERIES AN ORDINANCE OF THE COUNCIL OF THE CITY OF GLENDALE, MARICOPA COUNTY, ARIZONA AUTHORIZ- ING AND PROVIDING FOR THE ISSUANCE AND SALE OF CITY OF GLENDALE, ARIZONA GENERAL OBLIGATION REFUNDING BONDS IN ONE OR MORE SERIES FOR THE PURPOSE OF PROVIDING FUNDS TO REFUND CERTAIN OUTSTANDING BONDS AND TO PAY ALL NECESSARY LEGAL, FINANCIAL AND OTHER COSTS IN CONNECTION THEREWITH; PROVIDING FOR THE SALE OF SAID BONDS; AUTHORIZING THE EXECUTION OF A BOND REGISTRAR AND PAYING AGENT AGREEMENT; AUTHORIZING AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE UNDERTAKING, DEPOSITORY TRUST AGREEMENT AND CERTAIN OTHER DOCUMENTS AND THE TAKING OF CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE. WHEREAS, the City of Glendale, Arizona (the "City") has heretofore issued, and there are now outstanding, among others, the general obligation bonds described in Schedule I attached hereto (such bonds or interest with respect thereto selected for refunding as provided herein being, the "Bonds Being Refunded"); and WHEREAS, the Council of the City has determined that it is in the City's financial interest and expedient to sell General Obligation Refunding Bonds, in one or more series (the "Bonds") to refund the Bonds Being Refunded; and WHEREAS, there has been submitted to the Council of the City at this meeting a proposed form of a preliminary official statement with respect to the Bonds (the "Preliminary Official Statement"), the final form of which, upon being completed and conformed to this Ordinance, will be the official statement with respect to the Bonds (the "Official Statement"); and WHEREAS, there have been filed with the City Clerk proposed forms of the following documents: (a) A Bond Registrar and Paying Agent Agreement to be dated on or before the date of delivery of the Bonds (the "Bond Registrar Agreement"), pursuant to which a qualified financial institution will act as Bond Registrar (as hereinafter defined); and (b) A Continuing Disclosure Undertaking to be dated the date of Delivery of the Bonds (the "Undertaking"); and '1X 331296839v5 (c) A Depository Trust Agreement to be dated on or before the date of delivery of the Bonds (the "Depository Trust Agreement"), pursuant to which a qualified financial institution will act as Depository Trustee; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Glendale, Arizona, as follows: Section 1. Purpose. That for the purpose of providing funds to refund the Bonds Being Refunded and to pay all necessary legal, financial, and other associated costs of issuance in connection therewith, the City hereby authorizes the issuance of its General Obligation Refunding Bonds, in one or more series (the "Bonds") in an aggregate principal amount not to exceed the amount necessary to refund the Bonds Being Refunded and pay related costs of issuance. Section 2. Authorization of Bonds. The Bonds shall be issued as fully registered bonds registered as to both principal and interest, in the denominations of$5,000 or any integral multiple thereof, and shall be dated the date of delivery of the Bonds. Interest on the Bonds shall be payable on January 1 and July 1 of each year (the "Interest Payment Dates"), commencing July 1, 2015 (or such later date as may be provided for herein) until the principal amount has been paid or provided for. The Bonds shall bear interest from the most recent date to which interest has been paid or provided for or, if no interest has been paid or provided for, from the date of delivery, or such other date as approved by the City Manager or Chief Financial Officer. Interest on the Bonds will be computed on the basis of a 360 day year of twelve 30-day months. No Bonds shall be issued unless the Chief Financial Officer of the City determines that the weighted average maturity of the Bonds is at least seventy-five percent of the weighted average maturity of the Bonds Being Refunded. No Bonds shall be issued unless the Chief Financial Officer determines that the present value debt savings, net of all costs associated with the Bonds, is at least two and one-half percent (2.5%) of the principal amount of the Bonds Being Refunded. Section 3. Sale of Bonds. The City Manager or the Chief Financial Officer are authorized to determine whether the Bonds shall be sold by negotiation to (a) an investment banking firm or syndicate of such firms or (b) private placement purchaser, in either case to be selected by the City Manager or the Chief Financial Officer (the "Purchasers") as provided in this Section. The City Manager or the Chief Financial Officer shall be authorized to award and sell the Bonds by negotiated sale in one or more series to the Purchasers in accordance with the terms of one or more Bond Purchase Agreements (as such term is hereinafter defined) at a price of not less than par plus accrued interest, after taking into account any compensation paid to the Purchaser and any original issue discount on individual maturities of Bonds in amounts determined by the City Manager or the Chief Financial Officer to be appropriate. The City Manager or the Chief Financial Officer shall make such award and negotiated sale by completing the Bond Purchase Agreements by inserting therein the aggregate principal amount of the Bonds, including the principal amounts of each series, if applicable, the amount necessary to refund the Bonds Being Refunded and related costs of issuance. In connection with any sale, the City -2 PHX 331296839v5 Manager or the Chief Financial Officer may determine the principal amount of Bonds maturing in each year (the final maturity to be not later than two years after thelatest maturity date of the Bonds Being Refunded), the interest rates and the redemption provisions for the Bonds and may adjust the schedules of Bonds Being Refunded set forth in Schedule I hereto to the extent appropriate, including the addition to or substitution of, bonds reflected on Schedule I. The City Manager or the Chief Financial Officer may make provision for insurance and/or liquidity support of the Bonds, if the City Manager or the Chief Financial Officer determines that such adjustments and insurance would further improve the debt service savings to be effected by the issuance of the Bonds or marketability of the Bonds. Such determinations shall be included in the Bond Purchase Agreements. The amount of net premium associated with Bonds may not exceed the maximum amount permitted under Section 35-473.O1G, Arizona Revised Statutes. If bond insurance and/or liquidity support is obtained with respect to any of the Bonds, the City Manager or her designee is authorized to execute and deliver, on behalf of the City, appropriate agreements with the bond insurer and/or liquidity provider and the Bond Registrar with provisions concerning, without limitation, any of the following: (i) the terms of the bond insurance and/or liquidity support and the premium to be paid for it, (ii) procedures for payments under the bond insurance and/or liquidity support and reimbursement of amounts advanced including subrogation to the rights of bondholders paid, (iii) voting rights, (iv) remedies and (v) notices and providing of information with respect to the Bonds. One or more Bond Purchase Agreements (collectively, the "Bond Purchase Agreements") providing for the sale of the Bonds to the Purchasers in a form comparable to that used for prior general obligation bonds of the City is hereby approved, it being hereby found and determined that the Bond Purchase Agreements are in the best interests of the City. The City Manager is hereby authorized to execute and deliver such Bond Purchase Agreements in such form, with such insertions, omissions and changes as are necessary and consistent with this Ordinance, the execution of such agreement being conclusive evidence of such approval. Section 4. Book-Entry. The Bonds shall only be issued in book entry form, except as provided in Section 9 hereof, and (i) one certificate for each Bond maturity in typewritten form shall be registered in the name of the Depository (as defined herein) or its nominee, as registered owner, and immobilized in the custody of the Depository; (ii) the beneficialowners of the Bonds (the "Beneficial Owners") shall have no right to receive the Bonds in the form of physical securities; (iii) ownership of beneficial interests in the principal amounts of $5,000 or integral multiples thereof shall be shown by book entry on the system maintained and operated by the Depository and its participants, and transfers of the ownership of beneficial interest shall be made only by book entry by the Depository and its participants; and (iv) the Bonds as such shall not be transferable or exchangeable, except in transfer to another Depository or to another nominee of a Depository. As provided in Section 9 hereof, the City and the Bond Registrar shall treat the Depository or its nominee in whose name the Bonds are registered in the Bond Registrar as the owner of the Bonds for all purposes. Accordingly, principal and interest payments will be paid to the Depository as the registered owner of the Bonds. All notices required by this Ordinance to be given to the registered owners of Bonds shall be given to the Depository as the registered owner of the Bonds. The transfer of principal and interest and of notices to the Beneficial -3- PHX 331296839v5 Owners will be the responsibility of the Depository and its Participants or other nominees of the Beneficial Owners. The City will not be responsible or liable for such transfers or the failure thereof or for maintaining, supervising or reviewing records of the Depository. For the purposes of this Ordinance, "Depository" means any securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book entry system to record ownership of beneficial interests in Bonds, and to effect transfers of such beneficial interests in the Bonds, in book entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company),New York, New York. Section 5. Execution. The Bonds shall be signed by the Mayor and attested by the City Clerk and countersigned by the City Treasurer (references in this Ordinance to such officers shall include persons acting in the capacity of such officers) in their official capacities. The signature of any or all of such officers may be facsimiles. No Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this Ordinance unless and until the certificate of authentication printed on the Bond is signed by the Bond Registrar (as defined in Section 6 below) as authenticating agent. Authentication by the Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued, signed and delivered under this Ordinance and is entitled to the security and benefit of this Ordinance. Section 6. Registrar and Paying Agent. The City Manager or the Chief Financial Officer is authorized to appoint a qualified financial institution to serve as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the "Bond Registrar") for the Bonds. The Mayor, the City Manager or the Chief Financial Officer shall sign and deliver, and the City Clerk shall attest, on behalf of the City, the Bond Registrar Agreement, in substantially the form on file with the City Clerk with such additions, deletions and modifications not inconsistent with this Ordinance as the officer executing such agreement shall approve. The Chief Financial Officer is authorized and directed on behalf of the City to provide for payment of the services rendered and for reimbursement of expenses incurred from the proceeds of the Bonds to the extent available or from other funds lawfully available therefor. Section 7. Payment of Bonds. The principal of, premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Bond Registrar as paying agent. Subject to Section 9 hereof, (a) principal and premium, if any, shall be payable when due upon presentation and surrender of the Bonds at the principal corporate trust office of the Bond Registrar and (b) interest on a Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond was registered in the Bond Register, at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "regular record date") at that person's address appearing on the Bond Register (as defined in Section 8 below), or at such other address as is furnished to the Bond Registrar, in writing, by the registered owner before the regular record date. Any interest which is not timely paid or duly provided for shall cease to be payable to the person who is shown as 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 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 whenever monies -4- PHX 331296839v5 become available for payment of the overdue interest, and notice of the special record date shall be given to registered owners not less than ten days prior thereto. Section 8. Registration and Exchange. So long as any of the Bonds remain outstanding, the City will cause the Bond Registrar to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of Bonds as provided in this Section (the "Bond Register"). Subject to the provisions of Section 7 above, (a) the person in whose name a Bond is registered on the Bond Register shall be regarded as the absolute owner of that Bond for all purposes of this Ordinance,.(b) payment of or on account of the principal of, premium, if any, and interest on any Bond shall be made only to or upon the order of that person, and (c) neither the City nor the Bond Registrar shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the City's liability upon the Bond, including interest, to the extent of the amount or amounts so paid. Any Bond may be exchanged for Bonds of any authorized denomination upon presentation and surrender at the principal corporate trust office of the Bond Registrar, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. A Bond may be transferred only on the Bond Register upon presentation and surrender of the Bond at the principal corporate trust office of the Bond Registrar, together with an assignment executed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or transfer the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any authorized denomination or denominations requested by the registered owner equal in the aggregate to the unmatured principal amount of the Bond surrendered and bearing interest at the same rate and maturing on the same date. If manual signatures on behalf of the City are required, the Bond Registrar shall undertake the exchange or transfer of Bonds only after the new Bonds are signed by the authorized officers of the City. In all cases of exchanged or transferred Bonds, the City shall sign and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. All fees and costs associated with the exchange or transfer, including any tax or other governmental charges required to be paid with respect to the exchange or transfer, shall be paid by the registered owner requesting the exchange or the transferor, as appropriate. The City or the Bond Registrar may require that those fees and costs, if any, be paid before the procedure is begun for the exchange or transfer. All Bonds issued upon any exchange or transfer shall be valid obligations of the City, evidencing the same debt, and entitled to the same security and benefit under this Ordinance as the Bonds surrendered upon that exchange or transfer. Any Bond surrendered to the Bond Registrar for payment, retirement, exchange, replacement or transfer shall be canceled by the Bond Registrar. The City may at any time deliver to the Bond Registrar for cancellation any previously authenticated and delivered Bonds that the City may have acquired in any manner whatsoever, and those Bonds shall be promptly canceled by the Bond Registrar. The canceled Bonds shall be retained for a period of time and then returned to the City or destroyed by the Bond Registrar as directed by the Chief Financial Officer. -5- PI-IX 331296839v5 The City and the Bond Registrar will not be required (a) to issue or transfer any Bonds during a period beginning with the opening of business on the 15th day next preceding any date of selection of Bonds to be redeemed and ending with the close of business on the day on which the applicable notice of redemption is given or (b) to transfer any Bonds which have been selected or called for redemption in whole or in part. In case any Bond becomes mutilated or destroyed or lost, the City shall cause to be executed and delivered a new Bond of like 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's paying the reasonable expenses and charges of the City in connection therewith and, in the case of the Bond destroyed or lost, filing with the City Clerk by the registered owner evidence satisfactory to the City that such Bond was destroyed or lost, and furnishing the City with a sufficient indemnity bond pursuant to Section 47-8405, Arizona Revised Statutes. Section 9. Book-Entry Depository. Notwithstanding any provision of this Ordinance or of any Bond to the contrary, the City may enter into an agreement with the registered owner of a Bond in the custody of a Depository providing for making all payments to that registered owner of payments of principal and interest on that Bond or any part thereof (other than any payment of the entire unpaid principal amount thereof) at a place and in a manner (including wire transfer of funds) other than as provided in this Ordinance and in the Bond, without prior presentation or surrender of the Bond, upon any conditions which shall be satisfactory to the City; provided, that payment in any event shall be made to the person who is the registered owner of that Bond, on the date or other date duly agreed upon that principal and premium is due, and, with respect to the payment of interest, as of the applicable regular record date or special record date or other date as duly agreed upon as the case may be. If any Depository determines not to continue to act as a Depository for the Bonds for use in a Book Entry System, the City may attempt to have established a securities depository/book entry relationship with another qualified Depository. If the City does not or is unable to do so, the City and the Bond Registrar, after the Bond Registrar has made provision with the Depository for notification of the Beneficial Owners by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver replacement Bonds in fully registered form in the denominations of $5,000 or any integral multiple thereof to the assignees of the Depository or its nominee. If the event is not the result of City action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing definitive Bonds) of those persons requesting such authentication and delivery. To provide for the procedures relating to the book entry system for the Bonds, the Mayor, the City Manager or the Chief Financial Officer is authorized and directed to execute, acknowledge and deliver, in the name and on behalf of the City, the DTC Letter Agreement, in substantially the form submitted to the City Council. Section 10. Form of Bond. The Bonds shall be in substantially the following form, the officials executing the Bonds to make the insertions and deletions necessary to conform the Bonds to this Ordinance: -6- PHX 331296839v5 (FORM OF FACE OF BOND) REGISTERED REGISTERED NO. CITY OF GLENDALE, ARIZONA GENERAL OBLIGATION REFUNDING BOND, SERIES 20 INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP: %per annum July 1, Date of Delivery REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The City of Glendale, Arizona (the "City"), for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon until the Principal Amount is paid or provided for at the Interest Rate stated above, on January 1 and July 1 of each year (the "Interest Payment Dates"), commencing . This Bond will bear interest from the most recent date to which interest has been paid or provided for or, if no interest has been paid or provided for, from its date. Principal and interest are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this Bond (or, if applicable, one or more predecessor Bonds) is registered (the "registered owner" or "owner") on the Register maintained by the Bond Registrar, initially Principal is payable upon presentation and surrender of this Bond at the principal corporate trust office of the Bond Registrar. Interest is payable by check or draft mailed by the Bond Registrar on each Interest Payment.Date to the registered owner of this Bond (or one or more predecessor Bonds) as shown and at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "regular record date"). Any 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 whenever monies become available for payment of the overdue interest, and notice of the special record date shall be given to registered owners not less than ten days prior thereto. This Bond is one of an issue of like date, tenor and effect except as to maturity and interest rate, aggregating the sum of $ issued to refund certain outstanding general obligation bonds of the City and to pay all necessary legal, financial and contingent costs in connection therewith (the "Bonds"), under authority of and pursuant to the laws of the State of Arizona, particularly Title 35, Chapter 3, Article 4, Section 35-473.01, et seq., of the Arizona -7- PHX 331296839v5 Revised Statutes (the "Act"), the Charter of the City, and Ordinance No. New Series, passed by the Council of the City on November 24, 2014 (the "Bond Ordinance"). The Bonds are issuable only as fully registered bonds in the denominations of$5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Bond Registrar, by the registered owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Bond Registrar, together with a request for exchange or an assignment, signed by the registered owner or by a person legally empowered to do so, in a form satisfactory to the Bond Registrar, all subject to the terms, limitations and conditions provided in the Bond Ordinance. All fees and costs associated with the exchange or transfer, including any tax or governmental charges payable in connection therewith, shall be paid by the owner requesting the exchange or the transferor, as appropriate. The City or the Bond Registrar may also require that such fees and charges be paid prior to the procedure for exchange or transfer. The City and the Bond Registrar may deem and treat the registered owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. The Bonds are subject to redemption prior to their stated maturities as follows: * * * The Council of the City of Glendale has by ordinance ordered the creation of a special fund for the payment of principal of and interest on the bonds of the issue of which this bond is one. Payments are to be made into said fund from taxes to be levied on all taxable property in the City and the money in said fund is to be used solely to pay principal of and interest on the bonds of the issue of which this is one. Such taxes, together with other monies to be deposited in said fund (including earnings on investments made with money in said fund), are required to be sufficient to pay such principal, interest and redemption premiums, if any, when due. Provided, however the issuance of refunding bonds shall in no way infringe upon the rights of the holder of the refunded bonds to rely upon a tax levy for the payment of principal and interest on the refunded bonds if the investments in the redemption funds prove insufficient. 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 refunded bonds from the date of issuance of the refunding bonds to the final date of maturity on the bonds being refunded. Reference is made to the Bond Ordinance for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the City, the Bond Registrar and the registered owners, and the terms and conditions upon which the Bonds are issued and secured. The registered owner of this Bond assents, by acceptance hereof, to all of the provisions of the Bond Ordinance. It is hereby certified and recited that all acts and conditions necessary to be performed by the City or to have been met precedent to and in the issuance of the Bonds in order to make them legal, valid and binding special obligations of the City, have been performed and have been met -8- PHX 331296839v5 in regular and due form as required by law; that payment in full for the Bonds has been received; and that no statutory, charter or constitutional limitation on indebtedness has been exceeded in issuing the Bonds. This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication below has been signed. IN WITNESS WHEREOF, the City of Glendale, Arizona has caused this Bond to be executed in its name by the facsimile signatures of the Mayor and attested to by the facsimile signature of its City Clerk and countersigned by the facsimile signature of its City Treasurer, all as of , 20 . CITY OF GLENDALE, ARIZONA (facsimile) Mayor ATTEST: (facsimile) City Clerk COUNTERSIGNED: (facsimile) City Treasurer -9- PHX 331296839v5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Bond Ordinance referred to above. Date of Authentication: as Bond Registrar By Authorized Representative Registrable at and Payable by: ASSIGNMENT [Form of Assignment] LEGAL OPINION The following is a form of the text of the opinion rendered to the original purchaser of the Bonds by Greenberg Traurig, LLP in connection with the original issuance of the Bonds. That opinion is dated as of and premised on the transcript of proceedings examined and law in effect on the date of the original delivery of the Bonds. A signed copy is on file in my office. (facsimile) City Clerk [Form of Legal Opinion] (END OF FORM OF BOND) Section 11. Delivery of Bonds. The Mayor or the Chief.Financial Officer shall cause the Bonds to be prepared and shall have the Bonds signed, authenticated and delivered, together with a true transcript of proceedings with reference to the issuance of the Bonds, to the Purchaser upon payment of the par value thereof plus the net premium or discount set forth in the Bond Purchase Agreement or in the winning bid. Section 12. Depository Trustee; Application of Proceeds. The City Manager or the Chief Financial Officer is authorized to appoint a qualified institution to serve as Depository Trustee. The Mayor, the City Manager or the Chief Financial Officer shall sign and deliver, and the City Clerk shall attest, on behalf of the City, the Depository Trust Agreement in substantially the form submitted to this Council with such additions, deletions and modifications not -10- PHX 331296839v5 inconsistent with this Ordinance as the officer executing such agreement shall approve. The proceeds of the Bonds shall be applied pursuant to the Depository Trust Agreement and held in such manner as will provide for the payment of the Bonds Being Refunded. Section 13. Allocation of Bonds between 6% and 20% Debt Limit. The Chief Financial Officer shall determine the allocation of the Bonds between the 6% and 20% debt limit. Section 14. Security for the Bonds; Covenants. For the purpose of paying principal of and interest on the bonds herein authorized there shall be levied on all taxable property in the City of Glendale a continuing, direct, annual ad valorem tax sufficient to produce the amounts required below; said amounts are hereby found sufficient and necessary to assure payment of the principal of and interest on said bonds as the same become due at or prior to maturity; provided that such taxes shall be limited to a total amount not greater than the aggregate principal and interest to become due on the Bonds Being Refunded from the date of issuance of the Bonds to the final maturity date of the Bonds Being Refunded and, subject to the prior rights of the owners of the Bonds Being Refunded to payment from the same ad valorem taxes in the event that moneys from and securities purchased with the net proceeds of the Bonds are insufficient to pay the principal of and premium, if any, and interest on the Bonds Being Refunded as they become due. In each year the money derived from said tax shall be paid into separate funds which are hereby created and named the "Interest Fund" and the "Redemption Fund". Such Interest Fund and Redemption Fund shall be kept separately by the City for the equal benefit of the holders of the Bonds herein authorized and used solely for the payment of principal of and interest on such Bonds. There shall be paid into said Interest Fund and Redemption Fund the accrued interest and any premium received by the City from the purchasers of the Bonds herein authorized plus an amount sufficient to pay all interest when due on said Bonds plus the amounts on or prior to July 1 in the years determined by the Chief Financial Officer. If at the time of any annual tax levy the amount in the.Interest Fund and Redemption Fund accumulated as hereinabove required shall not be sufficient to pay all principal and interest falling due on said Bonds prior to the time that taxes will become available from the next succeeding tax levy, the City shall include in such earlier tax levy such additional amount as shall produce funds sufficient to remedy any such deficiency and deposit the proceeds of said taxes into the Interest Fund and Redemption Fund. Whenever there shall be insufficient money in the Interest Fund and Redemption Fund to pay Bonds and interest thereon payable therefrom when due, the City may pay such principal and interest from any other legally available fund and shall reimburse such other fund when money becomes available from the proceeds of the taxes hereinabove required. Section 15. Official Statement. The Preliminary Official Statement is approved and the distribution of the same is hereby ratified. The City Manager is authorized and directed to complete, approve and execute on behalf of the City and in her official capacity, the Official Statement, with such modifications, changes and supplements as he shall approve as being necessary or desirable for its purposes. The City Manager, as well as any other official of the City, is further authorized to use and distribute, or authorize the use and distribution of, the final Official Statement and supplements thereto in connection with the original issuance of the Bonds as may in his judgment be necessary or appropriate. The City Manager, as well as any other -11- PHX 331296839v5 official of the City, is authorized to sign and deliver, on behalf of the City, such certificates in connection with the accuracy of the Preliminary Official Statement and the final Official Statement and any amendment thereto as may, in the judgment of the official executing such certificate, be necessary or appropriate. Section 16. Continuing Disclosure Undertaking. The Mayor, the City Manager or the Chief Financial Officer is hereby authorized, empowered and directed to execute and deliver the Continuing Disclosure Undertaking in substantially the same form as now before the City, or with such changes therein as the individual executing the Continuing Disclosure Undertaking on behalf of the City shall approve, his execution thereof to constitute conclusive evidence of his approval of such changes. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the City as herein provided, the Continuing Disclosure Undertaking will be binding on the City and the officers, employees and agents of the City, and the officers, employees and agents of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking as executed. Notwithstanding any other provision of this Ordinance, the sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any Bond to seek mandamus or specific performance by court order, to cause the City to comply with its obligations under the Continuing Disclosure Undertaking. Section 17. Tax Covenants. The City covenants that it will use, and will restrict the use and investment of, the proceeds of the Bonds in such manner and to such extent as may be necessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or hedge bonds under Sections 141, 148 or 149 of the Internal Revenue Code of 1986, as amended (the "Code"), or (ii) be treated other than as bonds to which Section 103(a) of the Code applies, and (b) the interest thereon will not be treated as a preference item under Section 57 of the Code. The City further covenants (a) that it will take or cause to be taken such actions that may be required of it for the interest on the Bonds to be and remain excluded from gross income for federal income tax purposes, (b) that it will not take or authorize to be taken any actions that would adversely affect that exclusion, and (c) that it, or persons acting for it, will, among other acts of compliance, (i) apply the proceeds of the Bonds to the governmental purposes of the borrowing, (ii) restrict the yield on investment property, (iii) make timely and adequate payments to the federal government, (iv) maintain books and records and make calculations and reports, and (v) refrain from certain uses of those proceeds and, as applicable, of property financed with such proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest under the Code. The Mayor, the City Manager or the Chief Financial Officer or any other officer of the City having responsibility for issuance of the Bonds is hereby authorized (a) to make or effect any election, selection, designation, choice, consent, approval, or waiver on behalf of the City with respect to the Bonds as the City is permitted or required to make or give under the federal income tax laws, including, without limitation thereto, any of the elections provided for or available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting favorable tax treatment or status, of the Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the -12- PHX 331296839v5 rebate amount or payments of penalties, or making payments of special amounts in lieu of making computations to determine, or paying, excess earnings as rebate, or obviating those amounts or payments, as determined by that officer, which action shall be in writing and signed by the officer, (b) to take any and all other actions, make or obtain calculations, make payments, and make or give reports, covenants and certifications of and on behalf of the City, as may be appropriate to assure the exclusion of interest from gross income and the intended tax status of the Bonds, and (c) to give one or more appropriate certificates of the City for inclusion in the transcript of the proceedings for the Bonds, setting forth the reasonable expectations of the City regarding the amount and use of all the proceeds of the Bonds, the facts, circumstances and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of the interest on and the tax status of the Bonds. Section 18. Further Actions. All actions of the officers and agents of the City which are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Bonds as contemplated by this Ordinance whether heretofore or hereafter taken shall be and are hereby ratified, confirmed and approved. The Mayor, the City Manager, the Chief Financial Officer, the City Treasurer, the City Clerk and other appropriate 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. Section 19. All Conditions Met. This Council determines that all acts and conditions necessary under the Act and other applicable laws 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 special obligations of the City, have been performed and met, or will at the time of delivery of the Bonds have been performed and met, in regular and due form as required by law; and that no statutory, charter or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Bonds. Section 20. Open Meeting. This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council and that all deliberations of this Council and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements. Section 21. Severability. If any section, paragraph, clause or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 22. Ordinance a Contract. 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. -13- PHX 331296839v5 PASSED and APPROVED by the City Co .'1 of 1 y of Glendale, Arizona,Q,his 24th day of November, 2014. MAYOR ATTEST: -Ciiy Clerk APPROVED AS TO FORM: • City Atto 410 REVIEWED BY: di r1 City Manager -14- PHX 331296839v5 SCHEDULE OF MATURITIES AND REDEMPTION PROVISIONS OF REFUNDED BONDS CITY OF GLENDALE,ARIZONA SCHEDULE OF MATURITIES AND REDEMPTION PROVISIONS OF REFUNDED BONDS Outstanding Coupon Tax Final Call Issue Par Range Status Maturity Features Series 2003 $ 4,335,000 2.000% Tax Exempt 2018 07/01/13 @ 100 Series 2004 14,615,000 4.125%-5.000% Tax Exempt 2019 07/01/14 @ 100 2006A 15,985,000 4.000%-5.000% Tax Exempt 2021 07/01/16 @ 100 Series 2007 37,155,000 4.250%-5.000% Tax Exempt 2022 07/01/17 @ 100 'iX 331296839v5