Chandler GO Refunding Bonds-Series-Resolution No. 5457

Resolution No. 5457 
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4041086.8 
RESOLUTION NO. 5457 
 
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHANDLER, ARIZONA, 
AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF NOT TO 
EXCEED $75,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF CHANDLER, 
ARIZONA, GENERAL OBLIGATION REFUNDING BONDS, TAXABLE SERIES 2021; 
DELEGATING THE AUTHORITY TO APPROVE CERTAIN MATTERS WITH RESPECT 
TO THE BONDS AND THE BONDS BEING REFUNDED; PROVIDING FOR THE 
ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE BONDS; AUTHORIZING THE 
SELECTION OF A REGISTRAR, TRANSFER AGENT AND PAYING AGENT AND A 
DEPOSITORY TRUSTEE; APPROVING THE FORM OF THE BONDS, A BOND 
REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT, A DEPOSITORY 
TRUST 
AGREEMENT, 
A 
CONTINUING 
DISCLOSURE 
CERTIFICATE, 
A 
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT, AND 
AUTHORIZING 
COMPLETION, 
EXECUTION 
AND 
DELIVERY 
THEREOF; 
DELEGATING THE AUTHORITY TO COMPLETE AND EXECUTE THE PURCHASE 
AGREEMENT; DELEGATING THE AUTHORITY TO APPROVE AND DEEM FINAL A 
FORM OF OFFICIAL STATEMENT; AND RATIFYING ALL ACTIONS TAKEN AND TO 
BE TAKEN WITH RESPECT TO THE BONDS IN FURTHERANCE OF THIS 
RESOLUTION. 
 
WHEREAS, the following general obligation bonds of the City of Chandler, Arizona (the “City”) 
have been issued and are outstanding: the City’s General Obligation Refunding Bonds, Series 
2014 (the “Prior Bonds”), and the Mayor and City Council of the City (the “City Council”) have 
decided to provide for the refunding of all or a portion of the Prior Bonds on or prior to their 
respective maturity dates (the “Bonds Being Refunded”); and 
 
WHEREAS, the City Council finds that the issuance of not to exceed $75,000,000 aggregate 
principal amount of General Obligation Refunding Bonds, Taxable Series 2021, issued as 
either a taxable or tax-exempt series (the “Bonds”), for the purpose of refunding the Bonds 
Being Refunded is necessary and advisable and is in the best interests of the City to lower 
the debt service payments due on its general obligation debt and consequently lower the tax 
rate required to pay such debt; and 
 
WHEREAS, in accordance with applicable law, the aggregate amounts of principal of and interest 
on the Bonds shall not exceed the aggregate principal of and interest on the Bonds Being 
Refunded which will become due from the date of issuance of the Bonds to the final maturity 
date of the Bonds Being Refunded; and 
 
WHEREAS, the firm of Piper Sandler & Co. will serve as the City’s financial advisor (the “Financial 
Advisor”) with respect to the Bonds; and 
 
WHEREAS, the City will sell the Bonds to 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 be 
hereafter approved by the Management Services Director and agreed to by the Underwriter; and

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WHEREAS, the City will receive a proposal from the Underwriter for the purchase of the Bonds in 
the form of a bond purchase agreement (the “Purchase Agreement”) that will be substantially similar 
to the bond purchase agreements the City has previously entered into; and 
 
WHEREAS, by this resolution the City Council will authorize the execution, issuance, sale and delivery 
of the Bonds to the Underwriter in accordance with the Purchase Agreement and at such prices, 
interest rates, maturities and redemption features as may be hereafter determined by the 
Management Services Director, with the advice of the Financial Advisor, and agreed to by the 
Underwriter; and 
 
WHEREAS, proposed forms of the following documents (each as further defined and described 
herein) are on file with the City Clerk for this meeting: 
 
 
(i) 
Bond Registrar, Transfer Agent and Paying Agent Contract; 
 
(ii) 
Depository Trust Agreement; 
 
(iii) 
Continuing Disclosure Certificate; and 
 
(iv) 
Preliminary Official Statement; and 
 
WHEREAS, all acts, conditions and things required by the constitution and laws of the State of 
Arizona to happen, exist and be performed precedent to and in the enactment of this resolution 
have 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 Bonds authorized herein. 
 
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chandler, Arizona, as 
follows: 
 
Section 1. 
Authorization.  For purposes of providing funds to refund all or a portion of the 
Bonds Being Refunded, the City of Chandler, Arizona, General Obligation 
Refunding Bonds, Taxable Series 2021, in an aggregate principal amount of not to 
exceed $75,000,000 are hereby authorized to be issued and sold as either taxable 
or tax-exempt bonds in accordance with the provisions of this resolution and 
delivered against payment therefor by the Underwriter.  The designation of the 
Bonds may change if the Bonds are not sold in calendar year 2021.  The Bonds 
will be issued to provide funds to refund all or a portion of the Bonds Being 
Refunded and to pay the costs of issuance of the Bonds.  The City Council finds 
and determines that it is expedient, necessary and advisable for the City to 
restructure a portion of its outstanding bonded debt to lower the aggregate tax 
burden for the City’s taxpayers.  It is estimated that the present value of the debt 
service savings that will occur, net of all costs associated with the Bonds, shall be 
not less than three percent (3%) of the principal amount of the Bonds Being 
Refunded and shall result in present value savings of at least $1,000,000.

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Section 2. 
Terms.  
 
 
A. 
Bonds.  The Bonds will be dated such date as set forth in the Purchase 
Agreement, will mature on July 1 in some or all of the years 2022 through 2028, 
inclusive, and will bear interest from their date to the maturity or earlier 
redemption date of each of the Bonds provided that the bond yield shall not exceed 
five percent (5%). 
 
 
The principal amount maturing in each year, the interest rates applicable to each 
maturity, the optional and mandatory redemption provisions and any other final 
terms of the Bonds shall be as set forth in the Purchase Agreement and approved 
by the Management Services Director and such approval shall be evidenced by the 
execution and delivery of the Purchase Agreement.  The Bonds are expected to be 
initially issued in fully registered book-entry-only form in denominations equal to 
the respective year’s maturity amount.  If the book-entry-only system is 
discontinued, the Bonds will be in the denominations of $5,000 of principal each 
or integral multiples thereof.  Interest on the Bonds shall be payable semiannually 
on each January 1 and July 1 (each an “Interest Payment Date”) during the term 
of the Bonds, commencing January 1, 2022 (or on a later date as set forth in the 
Purchase Agreement). 
 
 
B. 
Book-Entry-Only System.  So long as the Bonds are administered under the 
book-entry-only system described herein, interest payments and principal 
payments that are part of periodic principal and interest payments shall be paid to 
The Depository Trust Company (“DTC”), its nominee Cede & Co., or its registered 
assigns in same-day funds no later than the time established by DTC on each 
interest or principal payment date (or in accordance with then-existing 
arrangements between the City and DTC).  The City has previously entered into 
an agreement (the “Letter of Representations”) with DTC in connection with the 
issuance of the City’s bonds, including the Bonds, and, while the Letter of 
Representations is in effect, the procedures established therein shall apply to the 
Bonds. 
 
 
C. 
Registration. If the book-entry-only system is discontinued, the Registrar’s 
(as defined herein) registration books shall show the registered owners of the 
Bonds (the owner or owners of the Bonds as shown on the Registrar’s registration 
books shall be referred to as “Owner” or “Owners”).  While the Bonds are subject 
to the book-entry-only system, the Bonds shall be registered in the name of Cede 
& Co., as nominee of DTC, or its registered assigns.  The Bonds will be 
administered by the Registrar in a manner which ensures against double issuance 
and provides a system of transfer of ownership on the books of the Registrar in 
the manner set forth in the Bonds.  The City recognizes that, if issued as tax-
exempt bonds, Section 149(a) of the Internal Revenue Code of 1986, as amended 
(the “Code”), requires the Bonds to be issued and to remain in fully registered 
form in order that interest thereon is exempt from federal income taxation under 
laws in force at the time the Bonds are delivered.  In this connection, the City 
agrees that it will not take any action to permit the Bonds to be issued in, or 
converted into bearer or coupon form.

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D. 
Payment.  If the book-entry-only system is discontinued, interest on the 
Bonds will be payable on each Interest Payment Date by the Paying Agent (as 
defined herein) by check mailed to the Owner thereof at such Owner’s address as 
shown on the registration books maintained by the Registrar as of the close of 
business of the Registrar on the Record Date (as defined herein). 
 
 
If the book-entry-only system is discontinued, principal of the Bonds will be 
payable, when due, only upon presentation and surrender of the Bonds at the 
designated corporate trust office of the Paying Agent.  Upon written request made 
20 days prior to an Interest Payment Date by an Owner of at least $1,000,000 in 
principal amount of Bonds outstanding all payments of interest and, if adequate 
provision for surrender is made, principal and premium, if any, shall be paid by 
wire transfer in immediately available funds to an account within the United States 
of America designated by such Owner. 
 
 
Notwithstanding any other provision of this resolution, payment of principal of and 
interest on any Bond that is held by a securities depository or Bonds subject to a 
book-entry-only system may be paid by the Paying Agent by wire transfer in “same 
day funds”.  
 
 
E. 
Other Terms.  The Bonds shall have such other terms and provisions as are 
set forth in Exhibit A hereto and shall be sold under the terms and conditions set 
forth in the Purchase Agreement. 
 
Section 3. 
Prior Redemption.   
 
 
A. 
Optional Redemption.  The Bonds may be subject to redemption as determined 
by the Management Services Director and set forth in the Purchase Agreement. 
 
 
B. 
Mandatory Redemption.  The Bonds may be subject to mandatory 
redemption as determined by the Management Services Director and set forth in the 
Purchase Agreement. 
 
 
Whenever Bonds subject to mandatory redemption are purchased, redeemed 
(other than pursuant to mandatory redemption) or delivered by the City to the 
Registrar for cancellation, the principal amount of the Bonds so retired shall satisfy 
and be credited against the mandatory redemption requirements for such Bonds 
for such years as the City may direct. 
 
 
C. 
Notice of Redemption.  So long as the Bonds are held under the book-entry-
only system, notices of redemption will be sent to DTC in the manner required by 
DTC.  If the book-entry-only system is discontinued, notice of redemption of any 
Bond will be mailed to the registered owner of the Bond or Bonds being redeemed 
at the address shown on the bond register maintained by the 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

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generally accepted by the respective securities depository.  Failure to properly give 
notice of redemption shall not affect the redemption of any Bond for which notice 
was properly given.   
 
 
Notice of any redemption will also be sent 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. 
 
 
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 redemption and if not so held by such date, the 
redemption shall be cancelled and be of no force and effect. 
 
 
D. 
Effect of Call for Redemption.  On the date designated for redemption by 
notice given as herein provided, the Bonds so called for redemption shall become 
and be due and payable at the redemption price provided for redemption of such 
Bonds on such date and, if moneys for payment of the redemption price are held 
in separate accounts by the Paying Agent, interest on such Bonds or portions of 
Bonds so called for redemption shall cease to accrue, such Bonds shall cease to 
be entitled to any benefit or security hereunder and the Owners of such Bonds 
shall have no rights in respect thereof except to receive payment of the redemption 
price thereof and such Bonds shall be deemed paid and no longer outstanding. 
 
 
E. 
Redemption of Less Than All of a Bond.  The City may redeem an amount 
which is included in a Bond in the denomination in excess of, but divisible by, 
$5,000.  In that event, the Owner shall submit the Bond for partial redemption 
and the Paying Agent shall make such partial payment and the Registrar shall 
cause to be issued a new Bond in a principal amount equal to the unpaid amount 
remaining on such Bond after the redemption to be authenticated and delivered 
to the Owner thereof. 
 
Section 4. 
Security.  For the purpose of paying the principal of, interest on, premium, if any, 
and costs of administration of the Bonds, there shall be levied on all the taxable 
property in the City a continuing, direct, annual, ad valorem tax sufficient to pay 
all such principal, interest, premium and administration costs of the Bonds as the 
same becomes due, such taxes to be levied, assessed and collected at the same 
time and in the same manner as other taxes are levied, assessed and collected. 
Taxes levied with respect to the payment of principal of and interest on the Bonds 
shall be limited as follows:  the total aggregate of taxes levied to pay principal of and 
interest on the Bonds in the aggregate shall not exceed the total aggregate principal 
and interest to become due on the Bonds Being Refunded, calculated from the date 
of issuance of the Bonds to the final maturity date of the Bonds Being Refunded; and 
further, if the trust created to pay principal of and premium and interest on the Bonds 
Being Refunded is insufficient to make such payments when due, any taxes levied to

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pay principal and interest on the Bonds shall first be applied to the payments of 
amounts due on the Bonds Being Refunded.  The proceeds of the taxes shall be kept 
in a special fund of the City and shall be used only for the payment of principal, 
interest, premium, if any, or administration costs as above-stated. 
 
 
 
Upon creation of the trust for payment of the Bonds Being Refunded, all moneys 
collected during the current fiscal year which would otherwise have been credited 
to the interest and redemption funds for the Bonds Being Refunded shall be 
credited to the interest and redemption funds created to service the Bonds. 
 
Section 5. 
Use of Proceeds. Upon the delivery of and payment for the Bonds in accordance with 
the terms of their sale, the net proceeds from the sale of the Bonds, after payment 
of the costs and expenses of issuance, shall be set aside, together with certain funds 
of the City, if any, required to pay the Bonds Being Refunded, in a special trust fund 
maintained by a bank or trust company selected by the Management Services 
Director as depository trustee (the “Depository Trustee”) and shall be used to pay, 
when due, principal of and interest and premium on the Bonds Being Refunded, all 
as more fully described in that certain Depository Trust Agreement to be dated as of 
November 1, 2021 (the “Depository Trust Agreement”), or such later date as mutually 
agreed upon, by and between the City and the Depository Trustee.  Amounts credited 
to the trust, other than any beginning cash balance, shall be invested immediately in 
obligations issued by or guaranteed by the United States of America the maturing 
principal of, interest on, and premium, if any, which, together with any beginning 
cash balance, shall be sufficient to pay the principal of and premium and interest on 
the Bonds Being Refunded as the same becomes due at maturity or prior redemption 
as provided herein. 
 
 
 
Any balance of the net proceeds of the Bonds remaining after payment of the costs 
of issuance and funding the trust for the Bonds Being Refunded shall be transferred 
to the debt service fund for the Bonds. 
 
Section 6. 
Form of Bonds. The Bonds shall be issued in book-entry-only form and, so long as 
the book-entry-only system is in effect, the Bonds shall be in substantially the form 
of Exhibit A attached hereto and incorporated by reference herein, with such 
necessary and appropriate omissions, insertions and variations as are permitted or 
required hereby or by the Purchase Agreement and are approved by those officers 
executing the Bonds; execution thereof by such officers shall constitute conclusive 
evidence of such approval.  If the book-entry-only system is discontinued, the forms 
of the Bonds shall be adjusted to accommodate the requirements of non-book-entry 
bonds. 
 
 
 
The Bonds may have notations, legends or endorsements required by law, securities 
exchange rule or usage.  Each Bond shall show both the date of the issue and the 
date of such Bond’s authentication and registration.  The Bonds are prohibited from 
being converted to coupon or bearer form without the consent of the City Council 
and approval of bond counsel.

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Section 7. 
Execution of Bonds and Other Documents. 
 
 
A. 
The Bonds.  The Bonds shall be executed for and on behalf of the City by the 
Mayor, attested by the City Clerk and countersigned by the Management Services 
Director by their manual or facsimile signatures and the City seal will be either 
photographically, mechanically, or manually imprinted, affixed or reproduced on 
the Bonds.  If an officer whose signature is on a Bond no longer holds that office 
at the time the Bond is authenticated and registered, such Bond shall nevertheless 
be valid.  A Bond shall not be valid or binding until authenticated by the manual 
signature of an authorized representative of the Registrar.  The signature of the 
authorized representative of the Registrar shall be conclusive evidence that such 
Bond has been authenticated and issued pursuant to this resolution. 
 
 
B. 
Bond Registrar, Transfer Agent and Paying Agent Contract.  The form of a 
Bond Registrar, Transfer Agent and Paying Agent Contract, in substantially the 
form on file with the City Clerk, concerning duties of the Registrar and the Paying 
Agent for the Bonds is hereby approved and the Mayor, the City Clerk or the 
Management Services Director are each hereby authorized and directed to execute 
such contract on behalf of the City with such necessary and appropriate omissions, 
insertions and variations as are permitted or required hereby and are approved by 
those officers executing the documents and cause such contract to be delivered.  
Execution and delivery by such officers shall constitute conclusive evidence of such 
approval. 
 
 
C. 
Depository Trust Agreement.  The form of the Depository Trust Agreement, 
in substantially the form on file with the City Clerk, concerning the refunding of 
the Bonds Being Refunded is hereby approved and the Mayor, the City Clerk or 
the Management Services Director are each hereby authorized and directed to 
execute and deliver such contract on behalf of the City with such necessary and 
appropriate omissions, insertions and variations as are permitted or required 
hereby and are approved by those officers executing the documents.  Execution 
by such officers shall constitute conclusive evidence of such approval and cause 
such contract to be delivered. 
 
 
D. 
Continuing Disclosure Certificate.  The form of continuing disclosure 
certificate, in substantially the form on file with the City Clerk, is hereby approved.  
The Mayor, the City Clerk or the Management Services Director are each hereby 
authorized and directed to prepare, execute and deliver such certificate on behalf 
of the City. 
 
 
E. 
Official Statement.  The form of a preliminary official statement, in 
substantially the form on file with the City Clerk, is hereby approved.  The 
preparation of the preliminary official statement in a form that is deemed “final”, 
as hereafter described, is hereby authorized and approved and its distribution by 
the Underwriter is hereby authorized and approved.  The preliminary official 
statement shall be in a form that is approved and deemed “final” for all purposes 
of Section 240.15c2-12, General Rules and Regulations, Securities Exchange Act 
of 1934, as amended (the “Rule”), by the Mayor or the Management Services

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Director. The City will cause a final official statement (the “Official Statement”) in 
substantially the form of the preliminary official statement referred to above to be 
prepared and distributed with the Bonds upon initial issuance.  The Mayor, any 
member of the City Council or the Management Services Director are each hereby 
authorized and directed to approve, execute and deliver the Official Statement on 
behalf of the City and the execution by such officer shall be deemed conclusive 
evidence of such approval.  The preliminary official statement and the Official 
Statement may be prepared in conjunction with, and may be part of the same 
document as, any preliminary official statement or official statement for any other 
bonds which may be issued by the City. 
 
Section 8. 
Mutilated, Lost or Destroyed Bonds.  In case any Bond becomes mutilated or 
destroyed or lost, the Registrar 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 the mutilated Bond or in lieu of and in substitution for the Bond 
destroyed or lost, upon the 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 Registrar of evidence satisfactory to the Registrar that such Bond 
was destroyed or lost, and furnishing the Registrar with a sufficient indemnity bond 
pursuant to A.R.S. § 47-8405. 
 
Section 9. 
Sale of Bonds; Purchase Agreement Approval.  When the final terms of the Bonds 
are known, the Purchase Agreement shall be finalized.  The Mayor, any member of 
the City Council or the Management Services Director are each hereby authorized 
and directed to cause the Purchase Agreement to be completed and executed; 
provided, however, that the parameters of this resolution shall govern the Purchase 
Agreement and none of the Mayor, any member of the City Council or the 
Management Services Director is authorized to insert in the Purchase Agreement any 
terms or conditions that would be contrary to this resolution.  Upon the completion, 
execution and delivery of the Purchase Agreement, the Bonds are ordered sold to 
the Underwriter pursuant to the Purchase Agreement.  The execution and delivery of 
the Purchase Agreement as completed shall be conclusive evidence of such approval 
of the final terms and provisions. 
 
 
 
The Management Services Director is hereby authorized and directed to cause the 
Bonds to be delivered to or upon the order of the Underwriter upon receipt of 
payment therefor and satisfaction of the other conditions for delivery thereof in 
accordance with the terms of the Purchase Agreement. 
 
Section 10. 
Registrar and Paying Agent.  The City will maintain an office or agency where 
Bonds may be presented for registration or transfer (the “Registrar”) and an office 
or agency where Bonds may be presented for payment (the “Paying Agent”).  The 
Management Services Director may appoint one or more co-Registrars or one or 
more additional Paying Agents.  The Registrar and the Paying Agent may make 
reasonable rules and set reasonable requirements for their respective functions 
with respect to the Owners.

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The Management Services Director shall solicit pricing quotes to act as the Registrar 
and the Paying Agent with respect to the Bonds and shall select a Registrar and a 
Paying Agent in the best interests of the City.   Any entity into which the Registrar or 
the Paying Agent is merged or consolidated shall continue as the Registrar or the 
Paying Agent hereunder without notice to the Owners or any further action by the 
City. The City may change the Registrar or the Paying Agent without notice to or 
consent of Owners and the City may act in any such capacity. 
 
 
 
Each Paying Agent shall be required to agree in writing that the Paying Agent will 
hold in trust for the benefit of the Owners all moneys held by the Paying Agent for 
the payment of principal of and interest and any premium on the Bonds. 
 
 
 
The Registrar may appoint an authenticating agent acceptable to the City to 
authenticate Bonds.  An authenticating agent may authenticate Bonds whenever 
the Registrar may do so.  Each reference in this resolution to authentication by the 
Registrar includes authentication by an authenticating agent acting on behalf and 
in the name of the Registrar and subject to the Registrar’s direction. 
 
 
 
The Registrar shall keep a separate register for the Bonds, which will show the 
Owners and any transfer of the Bonds.  When Bonds are presented to the Registrar 
or a co-Registrar with a request to register a transfer, the Registrar shall register 
the transfer on the registration books if its requirements for transfer are met and 
shall authenticate and deliver one or more Bonds registered in the name of the 
transferee of the same principal amount, maturity and rate of interest as the 
surrendered Bonds.  All transfer fees and costs shall be paid by the transferor.  
The “Record Date” for the Bonds shall be the 15th day of the month preceding 
each Interest Payment Date or principal payment date, as applicable.  The 
Registrar may, but shall not be required to, transfer or exchange any Bonds during 
the period commencing on the Record Date to and including the respective Interest 
Payment Date.  If the Registrar transfers or exchanges Bonds within the period 
referred to above, interest on such Bonds shall be paid to the person who was the 
Owner at the close of business of the Registrar on the Record Date as if such 
transfer or exchange had not occurred. 
 
 
 
The Registrar shall authenticate Bonds for original issue up to $75,000,000 in 
aggregate principal amount upon the written request of the Management Services 
Director. The aggregate principal amount of Bonds outstanding at any time may 
not exceed that amount except for replacement Bonds as to which the 
requirements of the Registrar and the City are met. 
 
Section 11. 
Depository Trustee.  The City hereby requests the Depository Trustee to take any 
and all action necessary in connection with the execution and delivery of the 
Depository Trust Agreement, the sale and issuance of the Bonds and the 
redemption of the Bonds Being Refunded, including mailing the conditional notice 
of redemption, notice of advance refunding and notice of redemption described in 
the Depository Trust Agreement.

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Section 12. 
Resolution a Contract.  This resolution shall constitute a contract between the City 
and the Owners and shall not be repealed or amended in any manner that would 
impair, impede or lessen the rights of the Owners of the Bonds then outstanding.  
The performance by the City Council of the obligations in this resolution, the 
Bonds, the Purchase Agreement and the other agreements and documents listed 
in Section 7 of this resolution is hereby authorized and approved. 
 
Section 13. 
Ratification of Actions.  All actions of the officers and agents of the City that 
conform to the purposes and intent of this resolution and which further the 
issuance and sale of the Bonds as contemplated by this resolution whether 
heretofore or hereafter taken are hereby ratified, confirmed and approved.  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. 
 
Section 14. 
Qualified Tax-Exempt Obligations.  The Bonds are not “qualified tax-exempt 
obligations” for purposes of Section 265(b)(3) of the Code. 
 
Section 15. 
Redemption of Certain Bonds.  Some or all of the maturities of the Prior Bonds 
may be refunded.  Those selected for refunding are referred to herein as the Bonds 
Being Refunded.  The Mayor and City Council hereby order that the maturities of 
the Bonds Being Refunded and the times that the Bonds Being Refunded will be 
redeemed will be determined by the Management Services Director and will be as 
set forth in the Official Statement.  The weighted average maturity of the Bonds 
shall be at least 75% of the weighted average maturity of the Bonds Being 
Refunded. 
 
Section 16. 
Tax Covenants.  All or a portion of the Bonds may be issued as “tax-exempt” bonds 
or “taxable” bonds for purposes of the Code, as determined by the Management 
Services Director with the assistance of the Financial Advisor and the Underwriter.  
This Section shall only apply to such Bonds designated by the City as “tax-exempt”.  
In consideration of the purchase and acceptance of the Bonds by the Owners 
thereof and, as authorized by Arizona Revised Statutes, Title 35, Chapter 3, Article 
7, and in consideration of retaining the exclusion of interest income on such Bonds 
from gross income for federal income tax purposes, the City covenants with the 
Owners from time to time of the Bonds to neither take nor fail to take any action 
which action or failure to act is within its power and authority and would result in 
interest on the Bonds becoming subject to inclusion in gross income for federal 
income taxes. 
 
The City agrees that it will comply with such requirements as in the opinion of 
Bond Counsel are necessary to prevent interest on the Bonds from becoming 
subject to inclusion in gross income for federal income tax purposes.  Such 
requirements may include but are not limited to making further specific covenants; 
making truthful certifications and representations and giving necessary 
assurances; complying with all representations, covenants and assurances 
contained in certificates or agreements to be prepared by Bond Counsel; paying 
to the United States of America any required amounts representing rebates of

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4041086.8 
 
EXHIBIT A 
 
(Form of Bond to be used While Book-Entry-Only System is in Effect) 
 
Number:  R-________ 
Denomination:  ___________ 
 
Unless this Bond is presented by an authorized representative of The Depository Trust Company, 
a New York corporation (“DTC”), to the registrar (or any successor registrar) for registration of 
transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or 
in such other name as is requested by an authorized representative of DTC (and any payment is 
made to Cede & Co. or to such other entity as is requested by an authorized representative of 
DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any person is 
wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
 
CITY OF CHANDLER, ARIZONA 
GENERAL OBLIGATION REFUNDING BOND, 
TAXABLE SERIES 2021 
 
Interest Rate  
Maturity Date  
Original Dated Date   
CUSIP No. 
 
____%  
 
July 1, 20__ 
 
__________, 2021 
 
158843 ___ 
 
Registered Owner: 
Cede & Co. 
 
Principal Amount: 
________________ AND NO/100 DOLLARS ($__________) 
 
CITY OF CHANDLER, ARIZONA (the “City”), for value received, hereby promises to pay 
to the registered owner identified above, or registered assigns as provided herein, on the maturity 
date set forth above, the principal amount set forth above, and to pay interest on the unpaid principal 
amount at the interest rate shown above. 
[INSERT CALL FEATURE HERE, IF APPLICABLE] 
 
Interest is payable on January 1 and July 1 of each year commencing July 1, 2022, and will 
accrue from the most recent date to which interest has been paid or, if no interest has been paid, 
from the original dated date set forth above.  Interest will be computed on the basis of a year 
comprised of 360 days consisting of 12 months of 30 days each. 
Principal of and interest on this bond are payable in lawful money of the United States of 
America.  Interest payments and principal payments that are part of periodic principal and interest 
payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in same-
day funds no later than the time established by DTC on each interest or principal payment date in 
accordance with existing arrangements between the City and DTC. 
 
The “Record Date” for this bond will be the 15th day of the month preceding an interest 
payment date.

Resolution No. 5457 
Page 13  
4041086.8 
 
It is hereby certified and recited that all conditions, acts and things required by the 
Constitution and laws of the State of Arizona to exist, to occur and to be performed precedent to 
and in the issuance of this bond exist, have occurred and have been performed and that the series 
of bonds of which this is one, together with all other indebtedness of the City, is within every debt 
and other limit prescribed by the Constitution and laws of the State of Arizona, and that due provision 
has been made for the levy and collection of a direct, annual, ad valorem tax upon all of the taxable 
property in the City for the payment of this bond and of the interest hereon as each becomes due, 
as limited as described herein. 
 
This bond is one of an issue of City of Chandler, Arizona, General Obligation Refunding Bonds, 
Taxable Series 2021, in the aggregate principal amount of $________ of like tenor except as to 
amount, maturity date, redemption provisions, interest rate and number, issued by the City to 
provide funds to refund certain previously issued and outstanding bonds of the City, pursuant to a 
resolution of the Mayor and City Council of the City duly adopted prior to the issuance hereof (the 
“Resolution”), and pursuant to the Constitution and laws of the State of Arizona relative to the 
issuance and sale of General Obligation Refunding Bonds, and all amendments thereto, and all other 
laws of the State of Arizona thereunto enabling. 
For the punctual payment of this bond and the interest hereon and for the levy and collection 
of ad valorem taxes on all taxable property within the City sufficient for that purpose, the full faith 
and credit of the City are hereby irrevocably pledged; provided, however, that the total aggregate of 
taxes levied to pay principal and interest on the issue of bonds of which this bond is one, in the 
aggregate shall not exceed the total aggregate principal and interest to become due on the bonds being 
refunded from the date of issuance of the issue of bonds of which this bond is a part to the final date 
of maturity of the bonds being refunded; and subject, further, to the rights vested in the owners of the 
bonds being refunded by the bonds of this issue to the payment of such bonds being refunded from 
the same tax source in the event of a deficiency in the moneys and obligations issued by or guaranteed 
by the United States of America purchased from the proceeds of the sale of the bonds of this issue and 
placed in trust for the purpose of providing for payment of principal of and interest on the bonds being 
refunded.  The owner of this bond must rely on the sufficiency of the moneys and obligations placed 
irrevocably in trust for payment of the bonds being refunded. 
 
So long as the book-entry-only system is in effect, notices of redemption will be sent to DTC 
in the manner required by DTC.  If the book-entry-only system is discontinued, notice of redemption 
of any Bond shall be filed with the registrar and mailed to the registered owner of the bond or bonds 
being redeemed at the address shown on the books of the registrar not more than 60 nor less than 
30 days prior to the redemption date.  Notice of redemption may be given to any securities depository 
by mail, facsimile transmission, wire transmission or other means of transmission of the notice 
generally accepted by the respective securities depository.  Failure to properly give notice of 
redemption shall not affect the redemption of any bond for which notice was properly given.   
 
 
Notice of any redemption will also be sent 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 any 
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. 
 
So long as the book-entry-only system is in effect, this bond is non-transferable. If the book-

Resolution No. 5457 
Page 14  
4041086.8 
 
entry-only system is discontinued, this bond is transferable by the registered owner in person or by 
attorney duly authorized in writing at the designated office of the registrar, which on the original 
issue date is the corporate trust office of ___________ upon surrender and cancellation of this bond. 
Bonds of this issue will be issued only in fully registered form in the denomination of $5,000 of 
principal or integral multiples thereof. 
 
The registrar and the paying agent may be changed by the City without notice. 
 
The City, the registrar and the paying agent may treat the registered owner of this bond as 
the absolute owner for the purpose of receiving principal and interest and for all other purposes and 
none of them shall be affected by any notice to the contrary. 
 
The City has caused this bond to be executed by the Mayor, attested by the City Clerk and 
countersigned by the Management Services Director, which signatures may be facsimile signatures 
and the City seal has been [mechanically or photographically] impressed on this bond. This bond is 
not valid or binding upon the City without the manually affixed signature of an authorized 
representative of the registrar.  This bond is prohibited from being issued in coupon or bearer form 
without the consent of the City and the occurrence of certain other conditions. 
CITY OF CHANDLER, ARIZONA 
 
 
_______________________________________ 
Mayor 
ATTEST: 
 
 
__________________________________ 
City Clerk 
 
 
COUNTERSIGNED: 
 
 
__________________________________ 
Management Services Director 
 
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 
- - - - - 
 
DATE OF AUTHENTICATION AND REGISTRATION: _______________ 
 
CERTIFICATE OF AUTHENTICATION  
 
This bond is one of the City of Chandler, Arizona, General Obligation Refunding Bonds, 
Taxable Series 2021, described in the resolution mentioned herein. 
 
_________________, as Registrar

Resolution No. 5457 
Page 15  
4041086.8 
 
 
 
________________________________________ 
Authorized Representative

Resolution No. 5457 
Page 16  
4041086.8 
 
FORM OF ASSIGNMENT 
 
The following abbreviations, when used in the inscription on the face of this bond, shall be 
construed as though they were written out in full according to applicable laws or regulations: 
 
TEN COM - as tenants in common 
UNIF GIFT/TRANS MIN ACT-__________Custodian_______ 
TEN ENT - as tenants by the entireties 
                                                       (Cust)                    
(Minor) 
JT TEN - as joint tenants with right of survivorship  
under Uniform Gifts/Transfers to Minors Act      (State)__     
               and not as tenants in common 
 
Additional abbreviations may also be used though not in list above 
 
ASSIGNMENT 
 
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto  
 
 
 
(Name and Address of Transferee) 
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints 
____________ ______________________________________________, attorney to transfer the 
within bond on the books kept for registration thereof, with full power of substitution in the premises. 
 
Dated _______________________ 
_________________________________________
_________ 
Note: The signature(s) on this assignment must correspond 
with the name(s) as written on the within registered bond in 
every particular without alteration or enlargement or any 
change whatsoever. 
Signature Guaranteed: 
_________________________________________________ 
      Firm or Bank 
_________________________________________________ 
     Authorized Signature 
Signature guarantee should be made by a guarantor institution  
participating in the Securities Transfer Agents Medallion Program  
or in such other program acceptable to the Registrar 
 
ALL FEES AND TRANSFER COSTS SHALL BE PAID BY THE TRANSFEROR