Chandler ETRO Refunding-Series 2021-Res No. 5456

4043763.5 
RESOLUTION NO. 5456 
 
A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE 
OF NOT TO EXCEED $150,000,000 PRINCIPAL AMOUNT OF EXCISE TAX 
REVENUE REFUNDING OBLIGATIONS, TAXABLE SERIES 2021 EVIDENCING A 
PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN AN AGREEMENT 
BETWEEN THE CITY OF CHANDLER, ARIZONA, AND A TRUSTEE TO PREPAY 
AND REFINANCE CERTAIN OUTSTANDING OBLIGATIONS; AUTHORIZING THE 
EXECUTION AND DELIVERY OF AN AGREEMENT, A TRUST AGREEMENT, A 
DEPOSITORY 
TRUST 
AGREEMENT 
AND 
A 
CONTINUING 
DISCLOSURE 
CERTIFICATE; PROVIDING FOR THE SECURITY FOR THE PAYMENT OF THE 
OBLIGATIONS; PROVIDING CERTAIN TERMS, COVENANTS AND CONDITIONS 
CONCERNING THE SALE OF THE OBLIGATIONS INCLUDING THE DELEGATION 
TO THE MANAGEMENT SERVICES DIRECTOR THE AUTHORITY TO ISSUE AND 
SELL THE OBLIGATIONS ON A TAX-EXEMPT OR TAXABLE BASIS THROUGH A 
NEGOTIATED SALE BY AUTHORIZING THE OPTION TO EXECUTE AND DELIVER 
AN OBLIGATION PURCHASE AGREEMENT; DEEMING FINAL A FORM OF 
PRELIMINARY OFFICIAL STATEMENT; AND AUTHORIZING ALL ACTIONS 
NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED 
BY THIS RESOLUTION. 
 
WHEREAS, the City of Chandler, Arizona (the “City”) has outstanding its Excise Tax Revenue 
Obligations, Series 2011 (the “2011 Obligations”), its Excise Tax Revenue Obligations, Series 
2013 (the “2013 Obligations”), its Excise Tax Revenue Obligations, Series 2015 (the “2015 
Obligations”), its Excise Tax Revenue Refunding Obligations, Series 2016 (the “2016 
Obligations”) and its Excise Tax Revenue Obligations, Series 2017 (the “2017 Obligations” and, 
together with the 2011 Obligations, 2013 Obligations, 2015 Obligations and 2016 Obligations, 
the “Prior Obligations”); and 
 
WHEREAS, the 2011 Obligations were executed and delivered by U.S. Bank National Association 
(the “2011 Trustee”) as trustee under the Trust Agreement, dated as of May 1, 2011 (the “2011 
Trust Agreement”), by and between the City and the 2011 Trustee, to pay a portion of the 
City’s costs associated with a project (the “2011 Project”); and 
 
WHEREAS, the 2013 Obligations were executed and delivered by U.S. Bank National Association 
(the “2013 Trustee”) as trustee under the Trust Agreement, dated as of October 1, 2013 (the 
“2013 Trust Agreement”), by and between the City and the 2013 Trustee, to pay a portion of 
the City’s costs associated with a project (the “2013 Project”); and 
 
WHEREAS, the 2015 Obligations were executed and delivered by U.S. Bank National Association 
(the “2015 Trustee”) as trustee under the Trust Agreement, dated as of December 1, 2015 (the 
“2015 Trust Agreement”), by and between the City and the 2015 Trustee, to pay a portion of 
the City’s costs associated with a project (the “2015 Project”); and 
 
WHEREAS, the 2016 Obligations were executed and delivered by Zions Bank, a division of ZB, 
National Association (the “2016 Trustee”) as trustee under the Trust Agreement, dated as of 
September 1, 2016 (the “2016 Trust Agreement”), by and between the City and the 2016 
Trustee, to pay a portion of the City’s costs associated with refunding then outstanding debt 
obligations of the City (the “2016 Project”); and

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WHEREAS, the 2017 Obligations were executed and delivered by U.S. Bank National Association 
(the “2017 Trustee” and together with the 2011 Trustee, 2013 Trustee, 2015 Trustee and 2016 
Trustee, the “Prior Trustees”) as trustee under the Trust Agreement, dated as of December 1, 
2017 (the “2017 Trust Agreement” and together with the 2011 Trust Agreement, 2013 Trust 
Agreement, 2015 Trust Agreement and 2016 Trust Agreement the “Prior Trust Agreements”), 
by and between the City and the 2017 Trustee, to pay a portion of the City’s costs associated 
with a project (the “2013 Project” and, together with the 2011 Project, 2013 Project, 2015 
Project and 2016 Project the “Prior Projects”); and 
 
WHEREAS, the City desires to prepay and refinance a portion of the costs of the Prior Projects 
through the execution and delivery of not to exceed $150,000,000 Excise Tax Revenue 
Refunding Obligations, Taxable Series 2021 (the “Obligations”) on a tax-exempt or taxable 
basis, in an amount sufficient to refund all or a portion of the Prior Obligations (the “Obligations 
Being Refunded”), and to pay the costs of issuance of the Obligations, by a bank or trust 
company to be selected as trustee (the “Trustee”) pursuant to a Trust Agreement (the “Trust 
Agreement”) between the Trustee and the City, evidencing a proportionate interest of the 
owners thereof in certain payments to be made by the City pursuant to an Agreement (the 
“Agreement”); and 
 
WHEREAS, the proceeds of the Obligations will be deposited with a bank or trust company 
selected as depository trustee (the “Depository Trustee”) pursuant to a Depository Trust 
Agreement (the “Depository Trust Agreement”) between the Depository Trustee and the City, 
and used to defease some or all of the Prior Obligations and redeem the same in advance of 
maturity as further set forth herein; and 
 
WHEREAS, the series designation of the Obligations may be changed if they are not sold in 
calendar year 2021; and 
 
WHEREAS, the firm of Piper Sandler & Co. will serve as the City’s financial advisor (the 
“Financial Advisor”) with respect to the Obligations; and 
 
WHEREAS, a proposal for the purchase of the Obligations from an underwriter or underwriters 
(the “Underwriter”), as selected by the Management Services Director, with the assistance of 
the Financial Advisor, on such terms and at such prices, interest rates, maturities and 
redemption features as may hereafter be approved by the Management Services Director and 
agreed to by the Underwriter; and 
 
WHEREAS, a proposal in the form of an Obligation Purchase Contract to be entered into 
between the City and the Underwriter (the “Obligation Purchase Contract”) will be received 
from the Underwriter for the purchase of the Obligations; and 
WHEREAS, proposed forms of the Trust Agreement, the Agreement, the Depository Trust 
Agreement, a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”), and a 
preliminary form of the Official Statement relating to the Obligations (the “Preliminary Official 
Statement”) have been filed with the City Clerk for this meeting; and  
 
WHEREAS, all acts, conditions and things required by the laws of the State of Arizona to 
happen, exist and be performed precedent to and in the adoption of this Resolution have

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happened, exist and have been performed as so required in order to make this Resolution a 
valid and binding instrument for the security of the Obligations authorized herein; 
 
NOW, THEREFORE, IT IS RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF 
CHANDLER, ARIZONA, AS FOLLOWS: 
 
Section 1. 
Authorization.  For the purpose of providing funds to prepay and refinance a 
portion of the costs of the Obligations Being Refunded in advance of maturity 
pursuant to the terms of the Agreement, the Trust Agreement, the Depository 
Trust Agreement and the Obligation Purchase Contract is in the best interest of 
and in furtherance of the purposes of the City and in the public interest.  Debt 
service on the Obligations shall be payable from payments made by the City 
under the Agreement, and such payments shall be secured by a pledge of the 
City’s Excise Taxes (as defined herein). 
 
Section 2. 
Approval and Terms.  The City hereby approves the execution and delivery of the 
Obligations, as hereinafter described, by the Trustee.  The Obligations shall be 
executed in the aggregate principal amount of not to exceed $150,000,000, 
sufficient to refund and defease the Obligations Being Refunded as determined 
by the Management Services Director and to pay the costs of issuance of the 
Obligations.  The Obligations hereby authorized to be executed and delivered 
shall be designated City of Chandler, Arizona, Excise Tax Revenue Refunding 
Obligations, Taxable Series 2021, shall be in the minimum denomination of 
$5,000 of principal or any integral multiples thereof, shall be dated the date of 
initial delivery of the Obligations, will mature on July 1 in some or all of the years 
2022 through and including 2033, and will bear interest from their date to the 
maturity or earlier redemption date of each of the Obligations at an interest rate 
not to exceed five percent (5.00%) per annum.  The present value of the debt 
service savings, net of all costs associated with the Obligations shall be not less 
than three percent (3.00%) of the aggregate principal amount of the Obligations 
Being Refunded and shall result in present value savings of at least $1,000,000.  
The Obligations may be issued in one or more series as tax-exempt or taxable 
obligations, as determined by the Management Services Director.  
 
The forms, terms, interest rates, dated date, interest payment dates, maturity 
dates, maturity amounts, provisions for redemption and other provisions of the 
Obligations and the provisions for the signatures, authentication, payment, 
registration, transfer, exchange, redemption and number shall be as set forth in 
the Trust Agreement. 
 
Section 3. 
Award.  The Management Services Director is authorized to sell the Obligations 
to the Underwriter pursuant to an Obligation Purchase Contract. 
 
Section 4. 
Approval of Documents.  The Management Services Director is authorized and 
directed to determine and approve the final terms of the Obligations with the 
advice of the Financial Advisor in accordance with the Obligation Purchase 
Contract and cause the same to be set forth in the documents.  The form, terms 
and provisions of the Agreement, the Trust Agreement, the Depository Trust 
Agreement and the Continuing Disclosure Certificate in substantially the form of

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such documents (including the Obligations and other exhibits thereto) presented 
at this meeting are hereby approved, with such final provisions, insertions, 
deletions and changes as shall be approved by the Management Services 
Director, execution of each such document being conclusive evidence of such 
approval.  The Mayor, any member of the Council, the City Clerk and the 
Management Services Director are hereby authorized and directed to approve, 
execute, attest, or deliver, where applicable, the Agreement, the Trust 
Agreement, the Depository Trust Agreement and the Continuing Disclosure 
Certificate and to take all action to carry out and comply with the terms of such 
documents.   
 
Section 5. 
Reserved.   
 
Section 6. 
Official Statement.  The form, terms and provisions of the Preliminary Official 
Statement in the form (including exhibits thereto) presented at this meeting are 
hereby approved.  The City hereby approves, ratifies and authorizes the use by 
the Underwriter of copies of the Preliminary Official Statement and the final 
Official Statement, which shall be in substantially the form of the Preliminary 
Official Statement with such changes as are necessary as a result of the sale of 
the Obligations (the “Official Statement”) in connection with the public offering 
and sale of the Obligations.  The City hereby deems the Preliminary Official 
Statement “final” as of its date for purposes of Rule 15c2-12 of the Securities 
Exchange Commission, as amended.  The Mayor, any member of the Council or 
the Management Services Director is hereby authorized and directed to execute, 
when completed, the Official Statement. 
 
Section 7. 
Trustee, Depository Trustee and Prior Trustees.  The Management Services 
Director shall select a bank or trust company authorized to do business in the 
State of Arizona to act as Trustee under the Trust Agreement and as Depository 
Trustee under the Depository Trust Agreement.  The City hereby requests the 
Trustee, Depository Trustee and Prior Trustees, as applicable, to take any and all 
action necessary in connection with the execution and delivery of the Agreement, 
the Trust Agreement, the Depository Trust Agreement, the Continuing Disclosure 
Certificate and the Obligation Purchase Contract, and the execution, delivery and 
sale of the Obligations; and the defeasance and redemption, as applicable, of the 
Obligations Being Refunded.  The City further authorizes and directs the Trustee 
and any trustees for any obligations on a parity with the Obligations to enter into 
such agreements as may be reasonable for the administration of the trusts so 
held. 
 
Section 8. 
Pledge of Excise Taxes.  Pursuant to the Agreement and the Trust Agreement, 
the City shall pledge and grant a first lien on its unrestricted excise, transaction, 
franchise, privilege and business taxes, state-shared sales and income taxes, 
fees for licenses and permits, and state revenue-sharing, now or hereafter validly 
imposed by the City or contributed, allocated and paid over to the City and not 
earmarked by the contributor for a contrary or inconsistent purpose (“Excise 
Taxes”) to the payments and other amounts to come due under the Agreement 
and the Trust Agreement.  Excise Taxes include, without limitation, all fines and 
forfeitures.  Revenues generated by the City from development impact fees will

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not be deemed Excise Taxes for the purposes of the Agreement and Trust 
Agreement.  Revenues received by the City from vehicle license taxes charged by 
the State of Arizona will not be deemed Excise Taxes for purposes of the 
Agreement and the Trust Agreement.  The City may impose taxes for restricted 
purposes the revenues from which will not be Excise Taxes thereunder and will 
not be pledged to the payment of the amounts due pursuant to the Agreement 
and the Trust Agreement.  The City’s obligation to make the payments under the 
Agreement or the Trust Agreement does not constitute an obligation of the City 
or the State of Arizona, or any of its political subdivisions, for which the City or 
the State of Arizona, or any of its political subdivisions, is obligated to levy or 
pledge any form of ad valorem property taxation nor does the obligation to make 
any payments under the Agreement or the Trust Agreement constitute an 
indebtedness of the City or of the State of Arizona or any of its political 
subdivisions within the meaning of the Constitution of the State of Arizona or 
otherwise.  The City’s pledge of its Excise Taxes is on a parity with its Existing 
Parity Obligations (as defined in the Trust Agreement). 
 
Section 9. 
Continuation of Excise Tax.  Pursuant to the Agreement, the City will covenant 
and agree that the Excise Taxes which it presently imposes will continue to be 
imposed in each fiscal year so that the amount of Excise Taxes, all within and for 
such fiscal year, shall be sufficient to pay all amounts owing under the 
Agreement and the Trust Agreement, and under any obligations on a parity 
therewith, in such fiscal year.  The City will further covenant and agree to not 
further encumber Excise Taxes pledged pursuant to the Agreement and Trust 
Agreement unless Excise Taxes received by the City in the immediately preceding 
fiscal year shall have amounted to at least three (3) times the highest combined 
debt service for the current year or any succeeding fiscal year for all existing 
parity obligations, including those proposed to be issued, secured by a pledge of 
the same Excise Taxes.   
 
Section 10. 
Resolution Irrepealable.  After any of the Obligations are delivered by the 
Trustee to the Underwriter thereof upon receipt of payment therefor, this 
Resolution 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 11. 
Execution of Documents.  The Mayor, any member of the Council, the City Clerk, 
the Management Services Director and the other officers of the City, on behalf of 
the City, are each hereby authorized and directed, without further order of the 
Council, to execute and deliver such certificates, proceedings and agreements 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 Resolution and the consummation of the transactions 
contemplated by the Preliminary Official Statement and Official Statement. 
 
Section 12. 
Resolution a Contract.  This resolution shall constitute a contract between the 
City and the owners of the Obligations and shall not be repealed or amended in 
any manner which would impair, impede or lessen the rights of the Owners of 
Obligations then outstanding.

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Section 13. 
Severability.  If any section, paragraph, subdivision, sentence, clause or phrase 
of this Resolution is for any reason held to be illegal, invalid or unenforceable, 
such decision will not affect the validity of the remaining portions of this 
Resolution.  The Mayor and Council hereby declare that the City would have 
adopted this Resolution and each and every other section, paragraph, 
subdivision, sentence, clause or phrase hereof and authorized the issuance of the 
Obligations pursuant hereto irrespective of the fact that any one or more 
sections, paragraphs, subdivisions, sentences, clauses or phrases of this 
Resolution may be held illegal, invalid or unenforceable. 
 
Section 14. 
Waiver of Inconsistency.  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. 
 
Section 15. 
Ratification of Actions.  All actions of the officers and agents of the City which 
conform to the purposes and intent of this Resolution and which further the 
issuance and sale of the Obligations as contemplated by this Resolution whether 
heretofore or hereafter taken shall be and are hereby ratified, confirmed and 
approved.  Any change made in the NIB which does not conform to the prior 
order of this Mayor and Council is hereby ratified.  The proper officers and 
agents of the City are hereby authorized and directed to do all such acts and 
things and to execute and deliver all such documents on behalf of the City as 
may be necessary to carry out the terms and intent of this Resolution. 
 
PASSED AND ADOPTED by the City Council of the City of Chandler, Arizona, this 26th day of 
August, 2021. 
 
ATTEST: 
 
 
________________________________ 
 
 
________________________________ 
CITY CLERK 
 
 
 
 
 
MAYOR