AGR - Buckeye - GO Bonds, 2025 - Registrar Contract (003) (GR 4.23.25)(6487311.3).docx
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6487311.3 1 FEDERAL TAXPAYER I.D. NO. 86-6000236 BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT FOR BONDS OF THE CITY OF BUCKEYE, ARIZONA This Bond Registrar, Transfer Agent and Paying Agent Contract dated as of _______ 1, 2025 (this “Contract”), is made and entered into between the CITY OF BUCKEYE, ARIZONA (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as transfer agent, paying agent and registrar (the “Bank”), and witnesseth as follows: Pursuant to Resolution No. 18-25 (the “Bond Resolution”), the City will issue its City of Buckeye, Arizona General Obligation Bonds, Series 2025 (the “Bonds”), in the aggregate principal amount of $[_______]. The City Council of the City (the “Council”) has determined that the services of a bond registrar, transfer agent and paying agent are necessary and in the best interests of the City. Initially, the Bonds will be issued in book-entry-only form through The Depository Trust Company (“DTC”), and, so long as the book-entry-only system (the “Book-Entry-Only System”), is in effect, the Bonds will be registered in the name of Cede & Co., the nominee of DTC. The Bank desires to perform bond registrar, transfer agent and paying agent services during the life of the Bonds. For and in consideration of the mutual promises, covenants, conditions and agreements hereinafter set forth, the parties do agree as follows: 1. Services. The Bank hereby agrees to provide the following services: A. Bond registrar services, which shall include, but not be limited to, (i) initially authenticating and verifying the Bonds; (ii) keeping registration books sufficient to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the “Code”); (iii) recording transfers of ownership of the Bonds promptly as such transfers occur; (iv) protecting against double or overissuance; (v) authenticating new Bonds prepared for issuance to transferees of original and subsequent purchasers; (vi) informing the City of the need for additional printings of the Bonds should the forms printed prior to initial delivery prove inadequate; and (vii) lodging with the City the signatures of the persons authorized and designated from time to time to authenticate the Bonds upon request. B. Transfer agent services, which shall include, but not be limited to, (i) receiving and verifying all Bonds tendered for transfer; (ii) preparing new Bonds for delivery to transferees and delivering the same either by delivery or by mail, as the case may be; (iii) destroying Bonds submitted for transfer; and (iv) providing proper information for recordation in the registration books. C. Paying agent services, which shall include, but not be limited to, (i) providing a billing to the City at least 30 days prior to a Bond interest payment date setting forth the amount of principal and interest due on such date; (ii) preparing, executing, wiring or mailing 6487311.3 2 all interest payments to each registered owner of the Bonds on or before the scheduled payment date or as soon as money for payment of such interest has been transferred to the paying agent but in no event later than the time established by DTC on the date such payments are due (unless sufficient funds to make such payments have not been received by the Bank); (iii) verifying all matured Bonds upon their surrender; (iv) paying, or causing to be paid, all principal and premium, if any, due upon the Bonds as they are properly surrendered therefor to the Bank; (v) preparing a semiannual reconciliation showing all principal and interest paid during the period and providing copies thereof to the City; (vi) inventorying all documentation of payments made, including the amount, payee and wire confirmation or imaged information for six years after payment; and (vii) making proof of such payments available to the City or any registered owner or former owner. 2. Record Date. The “Record Date” for the payment of interest will be the close of business of the Bank on the 15th day of the calendar month (other than a Saturday, Sunday or a legal holiday or equivalent (other than a moratorium) for banking institutions generally (a “Business Day”)) immediately preceding the applicable interest payment date, or if such day is not a Business Day, the previous Business Day. Normal transfer activities will continue after the Record Date but the interest payment on a particular Bond will be mailed to the registered owner of the Bond as shown on the registration books of the Bank on the close of business on the Record Date. Principal (and premium, if any) shall be paid only on surrender of the particular Bond at or after its maturity or prior redemption date, if applicable. 3. Redemption Notices. A. The Bank agrees to provide certain notices to the registered owners of the Bond as required to be provided by the Bank in, and upon being provided with a copy of, the Bond Resolution. So long as the Book-Entry-Only System is in effect, the Bank shall send notices of redemption to DTC in the manner required by DTC. If the Book-Entry-Only System is discontinued, the Bank shall mail notice of redemption of any Bond to the registered owner of the Bond or Bonds being redeemed at the address shown on the bond register maintained by the Bank, or successor bond registrar, not more than 60 nor less than 30 days prior to the date set for redemption. Notice of redemption may be sent to any securities depository by mail, facsimile transmission, wire transmission or any other means of transmission of the notice generally accepted by the respective securities depository. Neither the failure of DTC, nor any registered owner of Bonds to receive a notice of redemption, nor any defect therein will affect the validity of the proceedings for redemption of Bonds as to which proper notice of redemption was given. B. The Bank also agrees to send notice of any redemption to the Municipal Securities Rulemaking Board (the “MSRB”), currently through the MSRB’s Electronic Municipal Market Access system, in the manner required by the MSRB, but no defect in said further notice or record nor any failure to give all or a portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. C. If moneys for the payment of the redemption price and accrued interest are not held in separate accounts by the City or by a paying agent prior to sending the notice of redemption, such redemption shall be conditional on such moneys being so held on the date set for 6487311.3 3 redemption and if not so held by such date, the redemption shall be cancelled and be of no force and effect. D. Each redemption notice must contain, at a minimum, the complete official name of the issue with series designation, CUSIP number, certificate numbers, amount of each Bond called (for partial calls), date of issue, interest rate, maturity date, publication date (date of release to the general public, or the date of general mailing of notices to Bond registered owners and information services), redemption date, redemption price, redemption agent and the name and address of the place where the Bonds are to be tendered, including the name and phone number of the contact person. Such redemption notices may contain a statement that no representation is made as to the accuracy of the CUSIP numbers printed therein or on the Bonds. 4. Issuance and Transfer of Bonds. The Bank will deliver the Bonds to registered owners, require the Bonds to be surrendered and cancelled and new Bonds issued upon transfer, and maintain a set of registration books showing the names and addresses of the owners from time to time of the Bonds. The Bank shall promptly record in the registration books all changes in ownership of the Bonds. 5. Payment Deposit. The City will transfer immediately available funds to the Bank no later than one Business Day prior to or, if agreed to by the parties hereto, on the date on which the interest, principal and premium payments (if any) are due on the Bonds, but in no event later than the time established by DTC, on the date such payments are due. The Bank shall not be responsible for payments to registered owners of the Bonds from any source other than moneys transferred, or caused to be transferred, to it by the City. 6. Collateral. The Bank shall collateralize the funds on deposit at the Bank in accordance with Arizona Revised Statutes (“A.R.S.”) §§ 35-323 and 35-491. 7. Turnaround Time. The Bank will comply with the three-Business Day turnaround time required by Securities and Exchange Commission Rule 17Ad-2 on routine transfer items. 8. Fee Schedule. For its services under this Contract, the City will pay the Bank in accordance with the fee schedule set forth in the attached Exhibit A, which is incorporated herein by reference. The fee for the Bank’s initial services hereunder and services to be rendered for the City’s current fiscal year (2024/2025) is $[ ] and for the next succeeding fiscal year (2025/2026) is $[____], both of which shall be paid by the City at the initial delivery of the Bonds solely from proceeds of the Bonds. For subsequent fiscal year payments, the Bank will bill the City prior to June 1 for each succeeding fiscal year. 9. Costs and Expenses. The City hereby agrees to pay all costs and expenses of the Bank pursuant hereto. If, for any reason, the amounts the City agrees to pay herein may not be paid from the annual tax levy for debt service on the Bonds, such costs shall be paid by the City from any funds lawfully available therefor and the City agrees to take all actions necessary to budget for and authorize expenditure of such amounts. 6487311.3 4 10. Hold Harmless. The Bank shall indemnify and hold harmless the City, its Council, the Chief Financial Officer and all boards, commissions, officials, officers and employees of the City, individually and collectively, for claims determined by a court of competent jurisdiction to have directly resulted from the Bank’s failure to perform to its standard of care as herein stated, provided that the City shall be requested to deliver to the Bank written notice of any such claim within 30 calendar days of the City becoming aware of such claim. 11. Standard of Care Required. In the absence of bad faith on its part in the performance of its services under this Contract, the Bank shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized hereby or within the rights and powers conferred upon it hereunder, nor for action taken or omitted to be taken by it in good faith and in accordance with advice of counsel, and shall not be liable for any mistakes of fact or errors of judgment or for any actions or omissions of any kind unless caused by its own willful misconduct or negligence. 12. Entire Contract. This Contract and Exhibit A attached hereto contain the entire understanding of the parties with respect to the subject matter hereof, and no waiver, alteration or modification of any of the provisions hereof, shall be binding unless in writing and signed by a duly authorized representative of all parties hereto. 13. Amendment. The City and the Bank reserve the right to amend any individual service set forth herein or all of the services upon providing a 60-day prior written notice. Any corporation, association or agency into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from such conversion, sale merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor bond registrar, transfer agent and paying agent under this Contract and shall be vested with all of the same rights, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 14. Resignation or Replacement. A. The Bank may resign or the City may replace the Bank as bond registrar, transfer agent and paying agent at any time by giving 30 days’ written notice of resignation or replacement to the City or to the Bank, as applicable. The resignation shall take effect upon the appointment of a successor bond registrar, transfer agent and paying agent. A successor bond registrar, transfer agent and paying agent will be appointed by the City; provided, that if a successor bond registrar, transfer agent and paying agent is not so appointed within 10 days after a notice of resignation is received by the City, the Bank may apply to any court of competent jurisdiction to appoint a successor bond registrar, transfer agent and paying agent. Any resignation or replacement of the Bank pursuant to this Section shall be without cost to the City. B. In the event the Bank resigns or is replaced, the City reserves the right to appoint a successor bond registrar, transfer agent and paying agent who may qualify pursuant to 6487311.3 5 A.R.S. § 35-491 et seq., or any subsequent statute pertaining to the registration, transfer and payment of bonds. In such event the provisions hereof with respect to payment by the City shall remain in full force and effect, but the Chief Financial Officer shall then be authorized to use the funds collected for payment of the costs and expenses of the Bank hereunder, provided that the Bank shall have been paid its fees and expenses due and owing to it, to pay the successor registrar, transfer agent and paying agent or as reimbursement if the Chief Financial Officer acts as bond registrar, transfer agent and paying agent. 15. Reports to Arizona Department of Administration. The Bank shall make such reports to the Arizona Department of Administration (or any other party designated to receive such reports pursuant to the applicable laws of the State (as defined herein)) pertaining to the retirement of any Bonds and of all payments of interest thereon, within 30 days of a request therefor, from the City, or its agents, to comply with the requirements of the Arizona Department of Administration pursuant to A.R.S. § 35-502. 16. Form of Records. The Bank’s records shall be kept in compliance with standards as have been or may be issued from time to time by the Securities and Exchange Commission, the MSRB, the requirements of the Code and any other securities industry standard. The Bank shall retain such records in accordance with the applicable record keeping standard of the Internal Revenue Service. 17. Advice of Counsel and Special Consultants. When the Bank deems it necessary or reasonable, it may apply to Gust Rosenfeld P.L.C. or such other law firm or attorney approved by the City for instructions or advice. Any fees and costs incurred shall be added to the next fiscal year’s fees, costs and expenses to be paid to the Bank. 18. Examination of Records. The City, or its duly authorized agents may examine the records relating to the Bonds at the office of the Bank where such records are kept at reasonable times as agreed upon with the Bank and such records shall be subject to audit from time to time at the request of the City, the Bank or the Auditor General of the State of Arizona (the “State”). 19. Payment of Unclaimed Amounts. In the event any check for payment of interest on a Bond is returned to the Bank unendorsed or is not presented for payment within two years from its payment date, or any Bond is not presented for payment of principal at the maturity or redemption date, if applicable, if funds sufficient to pay such interest or principal due upon such Bond shall have been made available to the Bank for the benefit of the registered owner thereof, it shall be the duty of the Bank to hold such funds, without liability for interest thereon, for the benefit of the registered owner of such Bond who shall thereafter be restricted exclusively to such funds for any claim of whatever nature relating to such Bond or amounts due thereunder. The Bank’s obligation to hold such funds shall continue for two years and six months (subject to applicable escheat or unclaimed property law) following the date on which such interest or principal payment became due, whether at maturity or at the date fixed for redemption, or otherwise, at which time the Bank shall surrender such unclaimed funds so held to the City, whereupon any claim of whatever nature by the owner of such Bond arising under such Bond shall be made upon the City and shall be subject to the provisions of applicable law. 6487311.3 6 20. Invalid Provisions. If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws, this Contract shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Contract; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision. 21. Mutilated, Lost or Destroyed Bonds. With respect to Bonds which are mutilated, lost or destroyed, the Bank 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 lost or destroyed, upon the registered owner’s paying the reasonable expenses and charges in connection therewith and, in the case of any Bond destroyed or lost, filing by the registered owner with the Bank and the City of evidence satisfactory to the Bank and the City that such Bond was destroyed or lost, and furnishing the Bank and the City with a sufficient indemnity bond pursuant to A.R.S. § 47-8405. 22. Conflict of Interest. Each party gives notice to the other parties that A.R.S. § 38-511 provides that the State, its political subdivisions or any department or agency of either, may within three years after its execution cancel any contract without penalty or further obligation made by the State, its political subdivisions or any of the departments or agencies of either, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions or any of the departments or agencies of either, is at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party to the contract with respect to the subject matter of the contract. 23. Automatic Succession. Any company into which the Bank may be merged or with which it may be consolidated, or any company to whom Bank may transfer a substantial amount of its business, shall be the Successor to the Bank without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding. 24. Covenants. The City has agreed in the Bond Resolution to take all necessary actions required to preserve the tax-exempt status of the Bonds. Such actions may require the calculation of amounts of arbitrage rebate that may be due and owing to the United States of America. The calculation of such rebate amount may be performed by an individual or firm qualified to perform such calculations and who or which may be selected and paid by the City. If the City does not retain a consultant to do the required calculations concerning arbitrage rebate and if, in the sole discretion of the City, a rebate calculation is required to permit interest on the City’s Bonds to be and remain exempt from gross income for federal income tax purposes, the City may include, in addition to all other bills payable under this Contract, the costs and expenses and fees of an arbitrage consultant. The City may contract with a consultant to perform such arbitrage calculations as are necessary to meet the requirements of the Code. All fees, costs and expenses so paid may be deducted from moneys of the City or from tax levies made to pay the interest on the Bonds. Such costs, fees and expenses shall be considered as interest payable on the Bonds. The Bank shall have no responsibilities in connection with this Section. 6487311.3 7 25. Levy for Expenses. Except for the initial fiscal year’s costs and expenses, all costs and expenses incurred with respect to services for registration, transfer and payment of the Bonds and, if applicable, for costs and expenses in connection with the calculation of arbitrage rebate shall be treated as interest on the Bonds and the City agrees to include the same in the taxes levied for interest debt service during each of the ensuing fiscal years. 26. Waiver of Trial by Jury. Each party hereto hereby agrees not to elect a trial by jury of any issue triable of right by jury, and waives any right to trial by jury fully to the extent that any such right shall now or hereafter exist with regard to this Contract, or any claim, counterclaim or other action arising in connection herewith. This waiver of right to trial by jury is given knowingly and voluntarily by each party, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. 27. Governing Law. This Contract is governed by the laws of the State. 28. Transfer Expenses. The transferor of any Bond will be responsible for all fees and costs relating to such transfer of ownership. 29. E-verify Requirements. A. To the extent applicable under A.R.S. § 41-4401, the Bank and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Bank’s, or its subcontractors’, breach of the above-mentioned warranty shall be deemed a material breach of this Contract and may result in the termination of this Contract by the City. The City retains the legal right to randomly inspect the papers and records of the Bank and its subcontractors who work on this Contract to ensure that the Bank and its subcontractors are complying with the above-mentioned warranty. B. The Bank and its subcontractors warrant to keep such papers, information and records as necessary to verify compliance with the above-mentioned warranty (collectively, the “Information”), open for random inspection by the City during the Bank’s normal business hours. The Bank and its subcontractors shall reasonably cooperate with the City’s random inspections including granting the City entry rights onto their property to perform the random inspections, granting the City access to, and use of, the Information, provided that the City agrees it will use the Information solely for the purpose of verifying compliance with the E-verify requirements and the warranty of this Section and, subject to the requirements of law, including the public records law of the State, the City will preserve the confidentiality of any information, records, or papers the City views, accesses, or otherwise obtains during any and every such random inspection, including, without limitation, the Information, and waiving their respective rights to keep such Information confidential. 30. Electronic Storage. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproduction of original executed documents shall be deemed 6487311.3 8 to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law 31. No Boycott of Israel. To the extent A.R.S. § 35-393 through § 35-393.03 are applicable, the Bank hereby certifies that it is not currently engaged in, and agrees for the duration of this Contract to not engage in, a “boycott” of goods or services from Israel, as that term is defined in A.R.S. § 35-393. 32. Written Certification; Forced Labor of Ethnic Uyghurs Ban. A. To the extent A.R.S. § 35-394 is applicable, the Bank hereby certifies it does not currently, and for the duration of this Contract shall not, use: (i) the forced labor of ethnic Uyghurs in the People’s Republic of China, (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China, and (iii) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. B. The foregoing certification is made to the best knowledge of the Bank without any current independent investigation or without any future independent investigation for the duration of this Contract. If the Bank becomes aware during the duration of this Contract that it is not in compliance with such certification, the Bank shall take such actions as provided by law, including providing the required notice to the City. If the City determines that the Bank is not in compliance with the foregoing certification and has not taken remedial action, the City shall terminate the Bank’s role as registrar, transfer agent and paying agent pursuant to Section 14 hereunder. 33. Counterparts. This Contract may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. [Signatures on following pages] 6487311 This Contract is dated and effective as of _______ 1, 2025. CITY OF BUCKEYE, ARIZONA By___________________________________ Mayor ATTEST: _________________________________ City Clerk [Signature Page of City to Bond Registrar, Transfer Agent and Paying Agent Contract] 6487311 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Bank By____________________________________ Authorized Representative Attach as Exhibit A the fee schedule of the Bank. [Signature Page of Bank to Bond Registrar, Transfer Agent and Paying Agent Contract] 6487311 EXHIBIT A TO BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT [Bank Fee Schedule] (See following page.)