ORDINANCE NO. 2012-0526
ORDINANCE PROVIDING FOR THE SALE AND EXECUTION AND DELIVERY OF WASTEWATER SYSTEM REVENUE AND REVENUE REFUNDING OBLIGATIONS, IN ONE OR MORE SERIES, AND AUTHORIZING THE COMPLETION, EXECUTION AND DELIVERY WITH RESPECT THERETO OF AGREEMENTS NECESSARY OR APPROPRIATE AS PART OF FINANCING AND REFINANCING PART OF THE SEWER COLLECTION AND TREATMENT SYSTEM OF THE CITY; DELEGATING TO THE MANAGER AND THE FINANCE AND BUDGET DIRECTOR OF THE CITY CERTAIN AUTHORITY WITH RESPECT TO THE PURPOSES HEREOF; AND DECLARING AN EMERGENCY
WHEREAS, the City Council of the City of Avondale, Arizona (the "City"), has determined to finance the capital costs of improvements (the "2026 Projects") and to refinance the capital costs of improvements (the "Refinanced Projects" and, collectively with the 2026 Projects, the "Projects") to the sewer collection and treatment system of the City (the "Wastewater System"); and
WHEREAS, it is necessary and in the best interests of the City that the hereinafter described Obligations be incurred and sold and the proceeds thereof used to finance and refinance the costs of the Projects; and
WHEREAS, therefore, the City Council has determined to cause the execution and delivery of a Series 2026 Wastewater Revenue Purchase Agreement, to be dated as of the first day of the month of the dated date of the Obligations (the "Purchase Agreement"), in substantially the form presented at the meeting at which this Ordinance is being adopted, by which the City will agree to purchase the Projects; and
WHEREAS, the costs of the Projects will be financed and refinanced through the sale and execution and delivery of certain proportionate interests (to be executed in one or more series, referred to collectively herein as the "Obligations") in the Purchase Agreement pursuant to, and secured by, a Series 2026 Wastewater Revenue Obligation Indenture, to be dated as of the date of the Purchase Agreement (the "Indenture"), from the City to U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), in substantially the form presented at the meeting at which this Ordinance is being adopted; and
WHEREAS, refinancing the Refinanced Projects will be accomplished by refinancing all of the remaining payments due pursuant to the Series 2016 Purchase Agreement, dated as of September 1, 2016 (the "2016 Purchase Agreement"), to U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), 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 Water and Sewer System Revenue Obligations, Series 2016 (the amounts of such obligations to be refunded as provided herein are referred to herein as the "Obligations Being Refunded"); and
WHEREAS, the City Council will receive a proposal from Raymond James & Associates, Inc., serving in the capacity of and designated as the underwriter (the "Underwriter"), and has determined that the Obligations will be sold through negotiation to the Underwriter on such terms as may hereafter be approved by the hereinafter defined Authorized Representatives; and
WHEREAS, the City will execute and deliver a Continuing Disclosure Undertaking, to be dated the date of the Obligations (the "Undertaking"), with respect to the Obligations, in substantially the form included as an appendix to the hereinafter described Preliminary Official Statement; and
WHEREAS, the City has the requisite power and authority to execute and deliver the Purchase Agreement and to cause the sale and execution and delivery of the Obligations, and all acts, conditions and things required by the Constitution and laws of the State of Arizona and the requirements of the City to happen, exist and be performed precedent to and as a condition to the adoption of this Ordinance have happened, exist and have been performed in the time and manner required to make the Purchase Agreement a valid and binding limited, special obligation of the City; and
WHEREAS, there have been presented to the City Council at the meeting at which this Ordinance is being adopted, and there are on file with the City Clerk, the proposed forms of: (1) the Purchase Agreement; (2) the Indenture; (3) the Undertaking; (4) 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; and (5) a preliminary official statement, to be dated the date of the dissemination thereof (the "Preliminary Official Statement"), relating to the Obligations, which, as to be revised after the sale of the Obligations, shall constitute the Official Statement, to be dated the date of sale of the Obligations (the "Official Statement"), relating to the Obligations;
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF AVONDALE, ARIZONA as follows:
Section 1. (a) For the purpose of providing funds to finance and refinance the costs of the Projects and the related costs of the sale and execution and delivery of the Obligations, the Obligations shall be sold and executed and delivered. The Obligations shall be dated the date of their initial authentication and delivery, shall be issued in such form and denominations, shall be payable as to interest and principal on such dates, shall be executed in such manner and shall have such other provisions, including, without limitation, provisions with respect to redemption prior to maturity, as set forth in the form of the Indenture, with such additions, deletions and modifications consistent with this Ordinance as shall be approved by the Authorized Representatives executing and delivering the same on behalf of the City, the execution and delivery thereof to constitute conclusive evidence of their approval and of such additions, deletions or modifications. The series name and designation of each series of the Obligations, the aggregate principal amount of the Obligations (which will not exceed $48,000,000 in aggregate principal amount for Obligations to be used to finance the costs of the 2026 Projects), the period over which the Obligations shall mature (but not later than a final maturity in 2056), the provisions for redemption in advance of the Obligations, the determination of whether to proceed with the refunding of the Obligations Being Refunded based on market conditions at the time of sale of the Obligations and the provisions for the redemption thereof (including the method of redemption and the amounts and dates of redemption thereof), the date the Obligations are to be sold to the Underwriter, the dates on which interest on the Obligations is to be payable and the interest rates per annum the Obligations are to bear and the terms upon which the Obligations are to be sold to the Underwriter (including determinations of price, original issue discount and premium and underwriting compensation), so long as the arbitrage yield on the Obligations to be used to finance the costs of the 2026 Projects calculated for federal income tax purposes is not more than six percent (6%), shall be determined by the Mayor, any other member of the Council, the Manager, the Finance and Budget Director of the City or the designees of any of them (collectively, the "Authorized Representatives") to which such authority is hereby delegated.
(b) The Authorized Representatives are hereby authorized to execute, and the Clerk is hereby authorized to attest (if necessary) and deliver, respectively, the Purchase Agreement, the Indenture, the Undertaking and the Purchase Contract, which are hereby approved in substantially the form presented to the City Council at the time of adoption of this Ordinance, with such additions, deletions and modifications as shall be approved by those officers executing and delivering the same on behalf of the City, the execution and delivery thereof to constitute conclusive evidence of their approval, and of such additions, deletions and modifications. 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 refund the Obligations Being Refunded.
(c) The Trustee (including in its capacity as Seller pursuant to the Purchase Agreement) and the Escrow Trustee are hereby requested to take any and all action necessary in connection with the execution and delivery of the Purchase Agreement, the Indenture and the Escrow Trust Agreement and the sale and execution and delivery of the Obligations and the refunding 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.
(d) The Authorized Representatives are hereby authorized to cause the sale and execution and delivery of the Obligations and are hereby delegated the authority to complete any information missing in, or necessary for the consummation of the transactions contemplated by, the Purchase Agreement, the Indenture, the Escrow Trust Agreement, the Undertaking and the Purchase Contract. The Authorized Representatives are authorized to select, and execute and deliver contracts with, appropriate professionals (including the City's municipal advisor and special counsel) to provide various professional services with respect to the sale and execution and delivery of the Obligations as well as to provide for such other matters (including credit enhancement providers if deemed advantageous by them) as are necessary in order to accomplish the purposes of this Ordinance. The Authorized Representatives are hereby further authorized to execute and deliver any instruments or documents necessary in connection with the purchase of any such credit enhancement, including those making provision for the repayment of amounts advanced for credit enhancement thereunder. The fees, costs and expenses with respect to the foregoing shall be paid from proceeds of the sale of the Obligations or any other legally available moneys. The Authorized Representatives are hereby authorized to receive and expend such funds as necessary to accomplish the purposes of this Ordinance, including payment of installment payments related to debt service on the Obligations.
(e) The City Council adopted Ordinance No. 2013-0526 (the "Water Ordinance") at the meeting at which this Ordinance was adopted, authorizing the execution and delivery of the obligations described therein (the "Water Obligations"), such obligations to be secured by the net revenues of the water production and distribution system of the City (the "Water System"). Notwithstanding anything herein or in the Water Ordinance to the contrary, the Authorized Representatives are hereby authorized to cause the sale, execution and delivery of the Obligations and the Water Obligations, in one or more series, pursuant to the same offering document, such obligations to be secured by a combined pledge of the net revenues of the Wastewater System and the Water System, so long as the aggregate principal amount of such obligations to finance the projects described in such ordinances does not exceed the combined aggregate principal amounts authorized by this Ordinance and the Water Ordinance and the parameters set forth in such ordinances are otherwise satisfied. The Authorized Representatives are hereby delegated the authority to modify the documents authorized pursuant to this Ordinance and the Water Ordinance to accomplish the foregoing.
Section 2. The Obligations are to be sold to the Underwriter pursuant to the terms of the Purchase Contract, as such terms are to be determined as provided hereinabove.
Section 3. The covenants and agreements contained in the Purchase Agreement as to the pledge of and the lien on the "Pledged Revenues" (as defined in the Purchase Agreement) and the restriction on the issuance of further parity obligations secured by the Pledged Revenues are approved and confirmed.
Section 4. The preparation, distribution and use of the Preliminary Official Statement relating to the Obligations in substantially the form presented to the City Council at the meeting at which this Ordinance was adopted, 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 of the Securities and Exchange Commission. The Authorized Representatives are authorized and directed to approve, on behalf of the City Council, and to execute and deliver, the Official Statement in substantially the form of the Preliminary Official Statement, modified to reflect matters related to the sale of the Obligations, for distribution and use in connection with the offering and sale of the Obligations. The execution and delivery of the final Official Statement by the Authorized Representatives shall be conclusively deemed to evidence the approval of the status, form and contents thereof by the City Council.
Section 5. 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 City 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.
Section 6. All actions of the officers, employees and agents of the City including the City Council that conform to the purposes and intent of this Ordinance and which further the actions contemplated by this Ordinance, whether taken before or after adoption of this Ordinance, are hereby ratified, confirmed and approved.
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 Mayor and Council of the City, 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, to evidence compliance with, or further the purposes of, all the terms and conditions of this Ordinance and the consummation of the transactions contemplated by this Ordinance.
Section 8. After any of the Obligations are delivered by the Trustee to the Underwriter and upon receipt of payment therefor, this Ordinance shall be and remain irrepealable until the Obligations and the interest and premium, if any, thereon shall have been fully paid, cancelled and discharged.
Section 9. The immediate operation of this Ordinance is necessary for the preservation of the public health and welfare, particularly to be able to finance and refinance the capital needs of the City on the most advantageous terms presently available, and an emergency is hereby declared to exist, and this Ordinance shall be in full force and effect from and after its passage and approval by the Council of the City, as required by law, and it is hereby exempt from the referendum provisions of the Charter of the City and the Constitution and laws of the State of Arizona.
PASSED AND ADOPTED by the Council of the City of Avondale, Arizona,
May 4, 2026.
Signed copies of this Ordinance and (exhibits) are available at Avondale City Hall, 11465 W. Civic Center Dr., Avondale, AZ 85323.
May 9 2026
LAZS0515017
