Chandler GO Bonds-Series-Resolution No. 5510
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RESOLUTION NO. 5510
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHANDLER, ARIZONA,
AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF NOT TO
EXCEED $34,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF CHANDLER,
ARIZONA, GENERAL OBLIGATION BONDS, SERIES 2021; DELEGATING THE
AUTHORITY TO APPROVE CERTAIN MATTERS WITH RESPECT TO THE BONDS;
PROVIDING FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE
BONDS; PROVIDING CERTAIN TERMS, COVENANTS AND CONDITIONS
CONCERNING THE SALE OF THE BONDS INCLUDING THE DELEGATION TO THE
MANAGEMENT SERVICES DIRECTOR, THE AUTHORITY TO EITHER PREPARE A
NOTICE INVITING BIDS AND AWARD THE SALE OF THE BONDS TO THE LOWEST
RESPONSIBLE BIDDER OR TO ISSUE AND SELL THE BONDS THROUGH A
NEGOTIATED SALE BY AUTHORIZING THE OPTION TO EXECUTE AND DELIVER A
BOND PURCHASE AGREEMENT; PROVIDING FOR THE DISPOSITION OF THE
PROCEEDS OF SUCH BONDS; AUTHORIZING THE SELECTION OF A REGISTRAR,
TRANSFER AGENT AND PAYING AGENT; APPROVING THE FORM OF THE BONDS,
A BOND REGISTRAR, TRANSFER AGENT AND PAYING AGENT CONTRACT, 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 BOND 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, pursuant to special bond elections held in, or to be held, in and for the City of
Chandler, Arizona (the “City”), on May 20, 1997, May 15, 2007 and November 2, 2021, the
issuance of General Obligation Bonds has been approved; and
WHEREAS, the City Council now desires to issue and sell its General Obligation Bonds, Series
2021 (the “Bonds”). The Bonds are being issued for the purposes and according to the terms as
set forth in this Resolution. The principal amount of the Bonds shall not exceed $34,000,000;
and
WHEREAS, the series designation of the Bonds may be changed if they are not sold during the
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 Bonds; and
WHEREAS, by this Resolution the Mayor and Council will authorize the Management Services
Director, to determine if it is in the best interest of the City, to sell the Bonds either through a (i)
competitive bid process and receive electronic bids for the purchase of the Bonds authorizing the
execution, issuance and sale of the Bonds to the winning bidder (the “Purchaser”) 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 (the “Competitive Bid”)
or (ii) negotiated sale by receiving a proposal for the purchase of the Bonds from an underwriter
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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 (the “Negotiated Sale”); and
WHEREAS, if the Bonds are sold through a Negotiated Sale a proposal in the form of a Bond
Purchase Agreement entered into between the City and the Underwriter (the “Bond Purchase
Agreement”) will be received from Underwriter for the purchase of the Bonds; and
WHEREAS, proposed forms of the following documents (each as further define and described
herein) are on file with the City Clerk for this meeting:
(i)
Bond Registrar, Transfer Agent and Paying Agent Contract;
(ii)
Continuing Disclosure Certificate; and
(iii)
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 the purpose of providing (i) funds for parks and recreation,
streets and traffic, stormwater management, public safety police, and public safety
fire authorized by the qualified electors of the City at special bond elections (a)
held on May 20, 1997 and May 15, 2007, and (b) to be held on November 2, 2021
(pending election results for public safety) and to (ii) pay the costs of issuance of
the Bonds there is hereby authorized to be issued and sold in accordance with the
provisions of this Resolution an aggregate principal amount of not to exceed
$34,000,000 City of Chandler, Arizona, General Obligation Bonds, Series 2021.
The Bonds shall be issued and sold in accordance with the provisions of this
Resolution and delivered against payment therefor by the Purchaser or
Underwriter, as applicable.
Section 2.
[Reserved].
Section 3.
Negotiated Sales Process and Execution of Bond Purchase Agreement. If the
Management Services Director, with the advice of the Financial Advisor,
determines it to be in the best interest of the City, the Management Services
Director may cause any series of the Bonds to be sold through a Negotiated Sale.
If sold pursuant to a Negotiated Sale, the maturity dates, the principal amount
maturing in each year, the interest rates, any optional and mandatory redemption
provisions and any other financial terms of the Bonds shall be as set forth in the
Bond Purchase Agreement. If sold pursuant to a Negotiated Sale, the Management
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Services Director is further authorized and directed to prepare and the Mayor or
any Council Member or the Management Services Director is authorized and
directed to execute, and the Clerk is authorized and directed to attest, the Bond
Purchase Agreement setting forth the final terms and provisions of the Bond and
of the sale of the Bonds to the Underwriter. The Bond Purchase Agreement shall
be in a form acceptable to and approved by the Mayor or any Council Member or
the Management Services Director executing it, such execution to be conclusive
proof of such approval.
Section 4.
Competitive Bid Process and Notice Inviting Bids. If the Bonds are sold through a
Competitive Bid, the principal amount maturing in each year, the security for the
Bonds, the optional and mandatory redemption provisions, the series designation
and any other final terms of the Bonds shall be as set forth in the Notice Inviting
Bids for the Purchase of Bonds (the “NIB”). The NIB, in substantially the form
attached hereto as Exhibit A is approved, and the Management Services Director,
with assistance from the Financial Advisor, is authorized and directed to complete
the NIB in a manner consistent with the terms of this Resolution and thereafter
circulate the NIB. Bids for the Bonds shall be received electronically through the
PARITY® electronic bidding process.
Section 5.
Terms.
A.
Terms of the Bonds. The Bonds hereby authorized to be issued will be dated
the date of delivery and will mature on July 1 in some or all of the years 2022
through and including 2032 (however, such final maturities will be determined by
the Management Services Director, with assistance from the Financial Advisor in
the NIB or Bond Purchase Agreement), and will bear interest from their date to
the maturity or earlier redemption date of each of the Bonds provided that the
interest of the Bonds shall not exceed five percent (5.00%).
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
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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.
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 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 the form of Bond attached hereto as Exhibit B.
Section 6.
Prior Redemption.
A.
Optional Redemption. The Bonds may be subject to redemption as will be
determined by the Management Services Director and set forth in the NIB or the
Bond Purchase Agreement, as applicable.
B.
Mandatory Redemption. The Bonds may be subject to mandatory
redemption as will be determined by the Management Services Director and set
forth in the NIB or the Bond Purchase Agreement, as applicable.
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.
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C.
Notice. So long as the book-entry-only system is in effect, notice 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 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 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.
F.
Defeasance. Any Bond or portion thereof in authorized denominations shall
be deemed defeased and thereafter shall have no claim on ad valorem taxes levied
on taxable property in the City if (i) there is deposited with a bank or comparable
financial institution, in trust, obligations issued by or guaranteed by the United
States government (“Defeasance Obligations”) or moneys, or both, which, with
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the maturing principal of and interest on such Defeasance Obligations and the
moneys so deposited will be sufficient, as evidenced by a certificate or report of
an accountant, to pay the principal of, premium, if any, and interest on such Bond
or portion thereof as the same matures, comes due or becomes payable upon prior
redemption and (ii) such defeased Bond or portion thereof is to be redeemed prior
to maturity, notice of such redemption has been given in accordance with
provisions hereof or the City has submitted to the Registrar and Paying Agent
instructions expressed to be irrevocable as to the date upon which such Bond or
portion thereof is to be redeemed and as to the giving of notice of such
redemption. If the maturing principal on the Defeasance Obligations or other
moneys, or both, is sufficient to pay the principal of, premium, if any, and interest
on such Bond or portion thereof as the same matures, comes due or becomes
payable upon prior redemption, a certificate or report of an accountant shall not
be required. Bonds, the payment of which has been provided for in accordance
with this section, shall no longer be deemed payable or outstanding hereunder
and thereafter such Bonds shall be entitled to payment only from the moneys or
Defeasance Obligations deposited to provide for the payment of such Bonds.
Section 7.
Security. For the purpose of paying the principal of, interest and premium, if any,
and costs of administration of the registration and payment 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. The proceeds of the taxes shall be kept
in a special fund and shall be used only for the purpose for which collected.
Section 8.
Form of Bonds; Book-Entry-Only System. The Bonds shall be in substantially the
form of Exhibit B 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 NIB or the Bond Purchase Agreement and are approved
by those officers executing the Bonds and execution thereof by such officers shall
constitute conclusive evidence of such approval.
The Bonds may have notations, legends or endorsements required by law,
securities exchange rule or usage. Each Bond shall be dated the date of its
authentication and registration.
The Bonds are prohibited from being converted to coupon or bearer Bonds without
the consent of the City Council and approval of bond counsel. If the Book-Entry-
Only System is discontinued, the Bonds shall be reissued and transferred in the
form of the Bond to be prepared at that time.
Section 9.
Use of Proceeds. The proceeds from the sale of the Bonds shall be set aside and
deposited by the Management Services Director in a separate account and used
for the purposes approved by the special bond elections of May 20, 1997 and May
15, 2007, and as may be approved by the special bond election of November 2,
2021. The Bonds are issued for the purpose of (i) parks and recreation, streets
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and traffic, stormwater management, public safety police, and public safety fire
and (ii) paying the costs of issuance of the Bonds. The Bonds will be charged
against the City’s 6% and/or 20% debt limit. The moneys for each separate
purpose as stated above shall be applied and used solely for the respective purpose
and shall be allocated against the respective ballot questions submitted to the
qualified electors of the City at the special bond elections of May 20, 1997 and
May 15, 2007, and to be submitted to the qualified electors of the City at the
special bond election of November 2, 2021.
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
City may appoint one or more co-registrars or one or more additional Paying
Agents. The Registrar and Paying Agent may make reasonable rules and set
reasonable requirements for their respective functions with respect to the owners
of the Bonds.
The Management Services Director shall solicit pricing quotes to act as Registrar
and Paying Agent with respect to the Bonds and shall select a Registrar and Paying
Agent in the best interests of the City. The City may change the Registrar and
Paying Agent without notice to or consent of the Owners of the Bonds and the City
may act in any such capacity. The Mayor, any member of the City Council, and
the Management Services Director are hereby authorized and directed to execute
a contract with the Registrar and Paying Agent.
Each Paying Agent will 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.
If the Book-Entry-Only System is discontinued, the Registrar shall keep a register
of the Bonds, the Owners and of transfer of the Bonds. When Bonds are presented
to the Registrar or a co-registrar with a request to register transfer, the Registrar
will register the transfer on the registration books if its requirements for transfer
are met and will 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. Bonds presented to the Registrar for transfer after the
close of business on the Record Date and before the close of business on the next
subsequent interest payment date will be registered in the name of the transferee
but the interest payment will be made to the Owners shown on the books of the
Registrar as of the close of business on the Record Date.
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The Registrar shall authenticate the Bonds for original aggregate issue or issues
up to $34,000,000 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.
Execution of Bonds and Documents.
A.
Bonds. The Bonds shall be executed for and on behalf of the City by the
Mayor or any member of the Council and attested by the Clerk by their manual or
facsimile signatures and the City seal will be either photographically, mechanically
reproduced or manually imprinted or affixed on the Bonds. If the signatures are
affixed or imprinted by facsimile, the Mayor or any member of the Council and City
Clerk shall execute a certificate adopting as their signatures the facsimile
signatures appearing 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, the
Bond shall nevertheless be valid. A Bond shall not be valid or binding until
authenticated by the manual signature of an authorized officer of the Registrar.
The signature shall be conclusive evidence that the Bond has been authenticated
and issued under this Resolution.
B.
Registrar Contract. The form of Registrar’s contract concerning duties of
the Registrar for the Bonds, in substantially the form submitted to the Mayor and
Council and on file with the City Clerk, is hereby approved and the Mayor, any
member of the Council, City Clerk or Management Services Director is hereby
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 respective contract to be delivered. Execution by such officers shall constitute
conclusive evidence of such approval.
C.
Continuing Disclosure Certificate. The form of continuing disclosure
certificate, in substantially the form on file with the City Clerk, is hereby approved.
The 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.
D.
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 NIB are hereby authorized and approved. Such 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 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
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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 12.
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 13.
Acceptance of Final Bid; Sale of Bonds. If the Bonds are sold through a
Competitive Bid, the Management Services Director is hereby authorized and
directed to accept the bid of the lowest responsible bidder, provided such bid and
the issuance of any or all of the Bonds complies with the terms and conditions of
this Resolution and the NIB. Any or all of the Bonds are hereby ordered sold to
such winning bidder.
If any or all of the Bonds are sold through a Negotiated Sale, the Underwriter will
purchase the Bonds pursuant to the form of Bond Purchase Agreement to be
received by the Management Services Director. When the final terms of such
Bonds are known, the Bond 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 Bond Purchase Agreement to be
completed and executed; provided, however, that the parameters of this resolution
shall govern the Bond Purchase Agreement and neither the Mayor, any member
of the Council or the Management Services Director is authorized to insert in the
Bond Purchase Agreement any terms or conditions that would be contrary to this
resolution. Upon the completion, execution and delivery of the Bond Purchase
Agreement, Bonds are ordered sold to the Underwriter pursuant to the Bond
Purchase Agreement. The delivery of the Bond 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 Purchaser or the Underwriter,
as applicable upon receipt of payment therefor and satisfaction of the other
conditions for delivery thereof in accordance with the terms of the sale.
Section 14.
Rebate Fund; Rebate Payments. In the event it is necessary to rebate the earnings
from the investment of the proceeds of the Bonds, the Mayor and the Council
hereby authorize the Management Services Director or any agent thereof to create
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a separate fund to be known as the Rebate Fund. Into such fund shall be
deposited any and all moneys deemed necessary to remain in compliance with the
provisions of Section 148 of the Code, or any regulations promulgated thereunder.
Moneys in such fund shall be segregated or (if authorized in writing by an opinion
of Gust Rosenfeld P.L.C., bond counsel to the City (“Bond Counsel”)) commingled
with other moneys of the City. In the event such Rebate Fund is created, the
Management Services Director is ordered and directed to employ or engage one
or more arbitrage rebate consultants to calculate annually any necessary rebate
amount to be paid to the United States of America. The Management Services
Director is authorized and directed to pay any amounts necessary to the United
States, as arbitrage rebate(s).
Section 15.
[Reserved].
Section 16.
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 which would
impair, impede or lessen the rights of the Owners then outstanding.
Section 17.
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 Bonds 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 18.
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 Bonds 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 or Bond Purchase Agreement which does
not conform to the prior order of this Mayor and Council are 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.
Section 19.
Tax Covenants. 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.
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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
arbitrage profits relating to the Bonds; filing forms, statements and supporting
documents as may be required under the federal tax laws; limiting the term of and
yield on investments made with moneys relating to the Bonds; and limiting the use
of the proceeds of the Bonds and property financed thereby.
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EXHIBIT A
[FORM OF NOTICE INVITING BIDS]
$________*
CITY OF CHANDLER, ARIZONA
GENERAL OBLIGATION BONDS,
SERIES 2021
NOTICE INVITING BIDS FOR THE PURCHASE OF BONDS
NOTICE IS HEREBY GIVEN that unconditional bids will be received to and including the
hour of [9:00] a.m., Mountain Standard Time (“MST”), on ______, 2021* by the City of Chandler,
Arizona (the “City”), for the purchase of all, but not less than all, of $_______* aggregate principal
amount of its General Obligation Bonds, Series 2021 (the “Bonds”). A bid may be submitted only
through the facilities of PARITY® (“PARITY”). Submission of bids is further discussed below. The
Management Services Director will announce the bids received and will award the contract for
the purchase of bonds to the winning bidder at such time.
The City reserves the right to continue the date for receipt of bids. If the date for receipt
of bids is continued, the City will give notice of the continuance by PARITY at www.ipreo.com,
prior to [11:00 a.m.] MST on the business day prior to _______, 2021*.
The Bonds will be dated the date of initial issuance and delivery, and will bear interest
from the date of the Bonds to the maturity of each of the Bonds at a rate or rates per annum of
not to exceed five percent (5.00%)*. Interest on the Bonds shall be payable semiannually each
year on July 1 and January 1 during the term of each of the Bonds, commencing January 1,
2022*. The Bonds shall mature on July 1 in the years and in the principal amounts as follows:
Date
Principal
Date
Principal
(July 1)
Amount*
(July 1)
Amount*
2022
2028
2023
2024
2025
2026
2027
ADJUSTMENT OF BONDS AFTER RECEIPT OF BIDS: The aggregate principal
amount of the Bonds is preliminary and subject to change. The City reserves the right to adjust
the aggregate principal amount of Bonds for which proposals are being solicited by an amount
up to [$______.] The bid price paid by the winning bidder will be adjusted to reflect any change
in the aggregate principal amount of the Bonds. Such adjusted bid will reflect changes in the
dollar amount of the underwriting discount and original issue discount/premium, but will not
* Preliminary, subject to change.
Resolution No. 5510
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4184814.2
change the underwriting discount percentage based on the bid price in the winning bid and the
initial reoffering prices. The interest rates specified by the winning bidder for each maturity at
the initial reoffering price will not change. The winning bidder may not withdraw its bid as a
result of any changes made within these limits. A representative of the City will notify the winning
bidder of the final principal maturity amounts and the resulting adjusted purchase price no later
than [12:00] p.m., MST, on the date of award of the Bonds.
TIME FOR RECEIPT OF BIDS: Bids will be received to and including the hour
of [9:00 a.m.], MST, on ______, 2021*, unless the sale is postponed. The time maintained by
PARITY shall constitute the official time.
ELECTRONIC BIDDING PROCEDURES: All bids must be submitted through
the facilities of PARITY in accordance with this Notice Inviting Bids for the Purchase of Bonds
(this “Notice”) by [9:00 a.m.], MST, on _______, 2021*. The normal fee for the use of PARITY
may be obtained from PARITY and such fee will be the responsibility of each bidder. All bids
must be submitted on the official bid form that resides on the PARITY system (the “Official Bid
Form”), without alteration or interlineation. Subscription to Ipreo’s BiDCOMP Competitive Bidding
System is required in order to submit a bid. The City will neither confirm any subscription nor be
responsible for the failure of any prospective bidder to subscribe. The City is using PARITY as a
communication media, and not as the City’s agent, to conduct electronic bidding for the Bonds.
All bids made through the facilities of PARITY shall be deemed irrevocable offers
to purchase the Bonds on the terms provided in this Notice and shall be binding upon the entity
making the bid as if made by a signed, sealed bid delivered as stated above. The City and the
Financial Advisor assume no responsibility or liability for bids submitted through PARITY. Neither
the City nor the Financial Advisor shall be responsible for any malfunction or mistake made by,
or as result of the use of the electronic bidding facilities provided and maintained by, PARITY.
The use of PARITY is at the sole risk of the prospective bidders.
If any provisions of this Notice conflict with information provided by PARITY, as
the approved provider of electronic bidding services, this Notice shall control. Further information
about PARITY, including any fee charged, may be obtained from BidCOMP/PARITY, c/o Ipreo, at
1359 Broadway, 2nd Floor, New York, New York 10018, telephone number (212) 849-5021.
Bidders are requested to state in their bids the true interest cost to the City, as
described under “AWARD AND DELIVERY” herein. All bids shall be deemed to incorporate the
provisions of this Notice in the Official Bid Form.
AWARD AND DELIVERY: Unless all bids are rejected, the Bonds will be awarded
to the bidder whose proposal results in the lowest true interest cost to the City. The true interest
cost will be computed by doubling the semiannual interest rate (compounded semiannually)
necessary to discount the debt service payments from their respective payment dates to the
dated date of the Bonds and the price bid, including any premium or discount. In the event that
two or more bidders bid the same true interest cost, the award will be made by lot. Delivery of
the Bonds will be made to the winning bidder upon payment in federal or other immediately
available funds at the offices of Gust Rosenfeld P.L.C., Phoenix, Arizona, Bond Counsel to the City
(“Bond Counsel”), or, at the winning bidder’s request and expense, at any other place mutually
* Preliminary, subject to change.
Resolution No. 5510
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4184814.2
agreeable to the City and the winning bidder.
PURPOSE: The Bonds are being issued for the purpose of[ (i)
_____________________________________and (ii) paying the costs of issuance of the Bonds.
]
INTEREST RATES: Bids for the purchase of the Bonds must state the rate or
rates of interest to be paid. No bid at a price less than the par value of the Bonds, together with
all accrued interest thereon at the date of delivery of the Bonds, will be considered. All Bonds of
the same maturity must bear the same rate of interest. The interest rate for any maturity of the
Bonds shall not exceed five percent [5%]. The highest rate bid shall not exceed the lowest rate
bid by more than two percent [(2.00%)] per annum. Bids must be expressed in multiples of one-
eighth (1/8) or one-twentieth (1/20) of one percent. Interest will be calculated on the basis of a
year comprised of 360 days consisting of 12 months of 30 days each.
Any interest rate bid which would result in an interest payment amount having
fractional cents will be deemed a waiver of the right to payment of such fractional cents. No
fractional cents will be paid or accumulated for payment on any Bond.
ESTABLISHMENT OF ISSUE PRICE OF THE BONDS: The winning bidder shall
assist the City in establishing the issue price of the Bonds as more fully described herein. All
actions to be taken by the City under this Notice to establish the issue price of the Bonds may be
taken on behalf of the City by the Financial Advisor and any notice or report to be provided to
the City may be provided to the Financial Advisor.
Anticipated Compliance with Competitive Sale Requirements. The City anticipates
that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale”
for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds
(the “competitive sale requirements”) because:
•
the City shall disseminate this Notice to potential underwriters in a manner that is
reasonably designed to reach potential underwriters;
•
all bidders shall have an equal opportunity to bid;
•
the City expects to receive bids from at least three underwriters of municipal bonds
who have established industry reputations for underwriting new issuances of
municipal bonds; and
•
the City anticipates awarding the sale of the Bonds to the bidder who submits a
firm offer to purchase the Bonds at the lowest true interest cost, as set forth in
this Notice. Any bid submitted pursuant to this Notice shall be considered a firm
offer for the purchase of the Bonds, as specified in the bid.
City Intention to Apply the Hold-the-Offering-Price Rule if Competitive Sale
Requirements are Not Met. In the event that the competitive sale requirements are not satisfied
with respect to the Bonds, the City intends to treat the initial offering prices of the Bonds to the
public as the issue price of such Bonds (the “hold-the-offering-price rule”), in each case applied
on a maturity-by-maturity basis.
Bidder Right to Cancel if the City Elects to Apply Hold-the-Offering-Price Rule. In
the event the competitive sale requirements are not satisfied, the prospective winning bid shall
Resolution No. 5510
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4184814.2
be cancelled and deemed withdrawn UNLESS the prospective winning bidder affirmatively
confirms its bid and agrees to comply with the hold-the-offering-price rule, in the manner
described below.
No award shall be made to the prospective winning bidder and the prospective
winning bidder’s bid shall be cancelled and deemed withdrawn unless and until the prospective
winning bidder has affirmatively confirmed its bid and agreed to comply with the hold-the-
offering-price rule. The prospective winning bidder must provide written confirmation to the City
no later than 60 minutes after receiving notification that the City has determined to apply the
hold-the-offering-price rule to the Bonds.
If the prospective winning bidder does not provide its confirmation within the
required time period, the prospective winning bidder’s bid shall be cancelled and deemed to be
withdrawn. The City thereupon may award the Bonds to another bidder, provided that the new
prospective winning bidder confirms its bid and agrees to comply with the hold-the-offering-price
rule, or the City may reject all bids and cancel the sale of the Bonds, as set forth in this Notice.
Application of the Hold-the-Offering-Price Rule. If the competitive sale
requirements are not satisfied, then the successful bidder shall, on behalf of the underwriters
participating in the purchase of the Bonds (i) confirm that the underwriters have offered or will
offer each maturity of the Bonds to the public on or before the date of award at the offering price
or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid
submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the
purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any
maturity to any person at a price that is higher than the initial offering price to the public during
the period starting on the sale date and ending on the earlier of the following:
•
the close of the fifth business day after the sale date; or
•
the date on which the underwriters have sold at least 10% of that maturity of the
Bonds to the public at a price that is no higher than the initial offering price to the
public.
The winning bidder shall promptly advise the City when the underwriters have sold
10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering
price to the public, if that occurs prior to the close of the fifth business day after the sale date.
By submitting a bid, each bidder confirms that: (i) any agreement among
underwriters, any selling group agreement and each retail distribution agreement (to which the
bidder is a party) relating to the initial sale of the Bonds to the public, together with the related
pricing wires, contains or will contain language obligating each underwriter, each dealer who is a
member of the selling group, and each broker-dealer that is a party to such retail distribution
agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds
of each maturity allotted to it until it is notified by the winning bidder that either the 10% test
has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold
to the public and (B) comply with the hold-the-offering-price rule if and for so long as directed
by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among
underwriters relating to the initial sale of the Bonds to the public, together with the related pricing
wires, contains or will contain language obligating each underwriter that is a party to a retail
Resolution No. 5510
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4184814.2
distribution agreement to be employed in connection with the initial sale of the Bonds to the
public to require each broker-dealer that is a party to such retail distribution agreement to (A)
report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it
until it is notified by the winning bidder or such underwriter that either the 10% test has been
satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the
public and (B) comply with the hold-the-offering-price rule, in each case if and for so long as
directed by the winning bidder or such underwriter and as set forth in the related pricing wires.
The City acknowledges that, in making the agreements and representations set
forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with
the hold-the-offering-price rule, as set forth in an agreement among underwriters and the related
pricing wires, (ii) in the event a selling group has been created in connection with the initial sale
of the Bonds to the public, the agreement of each dealer who is a member of the selling group
to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the
related pricing wires, and (iii) in the event that an underwriter is a party to a retail distribution
agreement that was employed in connection with the initial sale of the Bonds to the public, the
agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-
offering-price rule, as set forth in the retail distribution agreement and the related pricing wires.
The City further acknowledges that each underwriter shall be solely liable for its failure to comply
with its agreement regarding the hold-the-offering-price rule and that no underwriter shall be
liable for the failure of any other underwriter, or of any dealer who is a member of a selling group,
or of any broker-dealer that is a party to a retail distribution agreement to comply with its
corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
Definitions. Sales of any Bonds to any person that is a related party to an
underwriter shall not constitute sales to the public for purposes of this Notice. Further, for
purposes of this Notice and this section entitled “ESTABLISHMENT OF ISSUE PRICE OF THE
BONDS”:
•
“public” means any person other than an underwriter or a related party,
•
“underwriter” means (A) any person that agrees pursuant to a written contract
with the City (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the public and (B) any person that
agrees pursuant to a written contract directly or indirectly with a person described
in clause (A) to participate in the initial sale of the Bonds to the public (including
a member of a selling group or a party to a retail distribution agreement
participating in the initial sale of the Bonds to the public),
•
a purchaser of any of the Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50%
common ownership of the voting power or the total value of their stock, if both
entities are corporations (including direct ownership by one corporation of
another), (ii) more than 50% common ownership of their capital interests or profits
interests, if both entities are partnerships (including direct ownership by one
partnership of another), or (iii) more than 50% common ownership of the value
of the outstanding stock of the corporation or the capital interests or profit
interests of the partnership, as applicable, if one entity is a corporation and the
other entity is a partnership (including direct ownership of the applicable stock or
interests by one entity of the other), and
Resolution No. 5510
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4184814.2
•
“sale date” means the date that the Bonds are awarded by the City to the winning
bidder.
BOOK-ENTRY-ONLY SYSTEM: The Bonds will be initially issued to, and
registered in the name of, Cede & Co., as nominee of DTC. DTC will act as the securities
depository of the Bonds for a book-entry-only system (the “Book-Entry-Only System”). Under
the Book-Entry-Only System, beneficial ownership interests in the Bonds will be available in book-
entry form only through direct or indirect DTC participants.
Ownership interests in the Bonds may be purchased in denominations of $5,000
of principal amount due on a specific maturity date or integral multiples thereof.
Transfers of beneficial ownership interest in the Bonds will be accomplished by
book entries made by DTC and the DTC participants or indirect DTC participants who act on behalf
of the beneficial owners (“Beneficial Owners”). For every transfer and exchange of a beneficial
interest in the Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee
or other governmental charge that may be imposed in relation thereto.
DTC may determine to discontinue providing its services with respect to the Bonds
at any time by giving notice to the Registrar (as defined herein), the paying agent and the City
and discharging its responsibilities with respect thereto under applicable law. Under such
circumstances (if there is not a successor securities depository), physical certificates representing
the Bonds will be executed and delivered. In addition, the City may determine to discontinue the
Book-Entry-Only System transfers through DTC (or a successor securities depository). In such
event, physical certificates representing the Bonds will be registered in the names of the Beneficial
Owners and executed and delivered. Upon registration of Bonds in the Beneficial Owner’s name,
the Beneficial Owners will become the owners of the Bonds (the “Owners”) for all purposes,
including the receipt of principal and interest payments and notices with respect to the Bonds.
For a more detailed description of the Book-Entry-Only System, see the
information in the Preliminary Official Statement (as defined herein) relating to the Bonds entitled
“Book-Entry-Only System.”
INFORMATION FROM WINNING BIDDER: The winning bidder for the Bonds
will be required to provide the City with a certificate in a form acceptable to Bond Counsel, which
certificate shall state the issue price of the Bonds consistent with the foregoing.
FORM OF BID AND GOOD FAITH DEPOSIT: The prescribed Official Bid Form
for the Bonds will be available on the PARITY system and all bids must be submitted on the
Official Bid Form. The winning bidder shall deliver a good faith deposit in the amount of $______
(the “Deposit”), in the form of either of the following: (i) a certified or cashier’s check payable to
the City or (ii) a wire transfer to the City, delivered to the City within 24 hours of notification of
the award. The winning bidder shall be solely responsible for the timely delivery of their Deposit
whether by check or wire transfer. Neither the City nor the Financial Advisor has any liability for
delays in the transmission of the Deposit.
The Deposit made by certified or cashier’s check should be made payable to
the City and delivered to City of Chandler, Arizona, Attn: Management Services Director, 175 S.
Arizona Avenue, Chandler, Arizona 85225.
Resolution No. 5510
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4184814.2
The Deposit sent via wire transfer should be sent to the City. The wire instructions
will be provided to the winning bidder upon award.
Contemporaneously with such wire transfer, the bidder shall send an e-mail to the
Management Services Director (e-mail address: dawn.lang@chandleraz.gov) and to the Financial
Advisor (e-mail addresses: william.c.davis@psc.com and dawn.castro@psc.com), including the
following information; (i) indication that a wire transfer has been made, (ii) the amount of the
wire transfer, (iii) the issue to which it applies, and (iv) federal reference number.
The Deposit received from the winning bidder, the amount of which will be
deducted at settlement, will be deposited by the City and no interest will accrue to the winning
bidder. In the event the winning bidder fails to comply with the accepted bid, said amount will
be retained by the City as liquidated damages.
REGISTRATION AND TRANSFER: ______________________, will serve as
bond registrar and paying agent with respect to the Bonds (the “Registrar”). If the Book-Entry-
Only System is discontinued, the Registrar will administer registration and transfer of the Bonds
and the Bonds will be transferable only upon the bond register to be maintained by the successor
Registrar upon surrender to the Registrar. The Registrar may be changed without notice to any
Owner or Beneficial Owner of the Bonds.
PAYMENT OF BONDS: So long as the Bonds are held under the Book-Entry-
Only System, all payments of principal, interest and premium, if any, shall be paid to DTC. If the
Book-Entry-Only System is discontinued, interest on the Bonds shall be payable by check (unless
the Owner of the Bonds is eligible for payment by wire transfer) mailed on or prior to the interest
payment date to the registered Owners of such Bonds at the addresses of such Owners as they
appear on the books of the Registrar on the 15th day of the month preceding the date such
interest comes due. Principal of and premium, if any, on the Bonds shall be paid when due upon
surrender of such Bonds at the designated corporate trust office of the Registrar (unless the
Owner of the Bonds is eligible for payment by wire transfer). If the Book-Entry-Only System is
discontinued, upon prior written request made at least 20 days prior to an interest payment date
by a registered Owner of at least [$1,000,000] in principal amount of Bonds outstanding, all
payments of interest and, 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 hereof, payment of principal of and interest
on any Bond that is held by a securities depository or Bonds subject to the Book-Entry-Only
System may be paid by the Registrar by wire transfer in “same day funds.”
RECORD DATE: So long as the Bonds are held under the Book-Entry-Only
System, payments of principal and interest shall be paid to DTC. If the Book-Entry-Only System
is discontinued, the record date for determination of ownership for payment of interest shall be
the 15th day of the calendar month prior to an interest payment date. The Registrar shall pay
interest to the Owners of record on the record date notwithstanding that transfers of ownership
may occur on any Bond between the record date and the next interest payment date.
Resolution No. 5510
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SECURITY: Principal of and interest on the Bonds are secured by a continuing,
direct ad valorem tax levied against all of the taxable property located within the boundaries of
the City without limit as to rate or amount. Arizona Revised Statutes Section 35-458 provides
that general obligation bonds issued by a political subdivision of Arizona, such as the Bonds, are
secured by a statutory lien on the ad valorem taxes levied and collected to pay principal of and
interest on such bonds, including the Bonds, irrespective of whether the political subdivision’s
creditors and all other parties asserting any rights in the ad valorem tax revenues have notice of
the lien, without the need for any physical delivery, recordation or filing. Such lien is binding
from the time of issuance of the Bonds, and the revenues received pursuant to the levy of property
taxes are immediately subject to the lien.
RIGHT OF REJECTION: The City reserves the right, in its discretion, to reject
any and all bids received and to waive any irregularity or informality in the bids, except that the
time for receiving bids shall be of the essence.
CUSIP NUMBERS: CUSIP numbers will be placed on the Bonds, but neither the
failure to print such numbers on any Bond nor any error with respect thereto shall constitute
cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds
in accordance with the terms of the sale. No CUSIP numbers will be deemed to be a part of any
Bond or of the contract evidenced thereby. All expenses of printing CUSIP numbers on the Bonds
will be paid by the City, but the CUSIP Service Bureau charge for the assignment of CUSIP
numbers will be paid by the winning bidder of the Bonds.
COST OF BOND FORMS: The City shall bear the cost of printing of the Bonds
and will furnish fully executed Bonds, registered in the name of the winning bidder or nominees,
to the winning bidder upon payment therefor.
CANCELLATION: Bidders are to take notice that, pursuant to Arizona law, if,
within three years from the award of the contract to purchase the Bonds, any person who was
significantly involved in initiating, negotiating, securing, drafting or creating the contract for the
purchase of the Bonds on behalf of the City becomes an employee or agent of the winning bidder
in any capacity or a consultant to the winning bidder with respect to the contract for the purchase
of the Bonds, the City may cancel the contract without penalty or further obligation by the City.
In addition to such cancellation, the City may recoup any fees or commissions paid or due to any
person who was significantly involved in initiating, negotiating, securing, drafting or creating the
contract for the purchase of the Bonds on behalf of the City.
LEGAL OPINION: The Bonds are sold with the understanding that the City will
furnish the winning bidder with the approving opinion of Bond Counsel. An undated copy of such
opinion is available for review in the preliminary official statement (the “Preliminary Official
Statement”) pertaining to the Bonds. Said attorneys have been retained by the City as Bond
Counsel and in such capacity are to render their opinion only upon the legality of the Bonds under
Arizona law and on the exemption of the interest income on such Bonds from federal and State
of Arizona income taxes (see “TAX-EXEMPT STATUS” below). Fees of Bond Counsel for services
rendered in connection with such approving opinion are expected to be paid from Bond proceeds.
Except to the extent necessary to issue its approving opinion as to validity of the Bonds, Bond
Counsel has not been requested to examine or review and has not examined or reviewed any
financial documents, statements or materials that have been or may be furnished in connection
with the authorization, issuance or marketing of the Bonds and accordingly will not express any
Resolution No. 5510
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4184814.2
opinion with respect to the accuracy or completeness of any such financial documents, statements
or materials. In submitting a proposal for the Bonds, each bidder agrees to the representation
of the City by Bond Counsel.
TAX-EXEMPT STATUS: In the opinion of Bond Counsel, under existing laws,
regulations, rulings and judicial decisions, and assuming continuing compliance with certain
restrictions, conditions and requirements by the City, interest income on the Bonds is excluded
from gross income for purposes of calculating federal income taxes and is exempt from Arizona
income taxes.
Should changes in the law cause Bond Counsel’s opinion to change prior to delivery
of the Bonds to the winning bidder, the winning bidder will not be obligated to pick up and pay
for the Bonds, and the winning bidder’s Deposit will be returned.
BONDS NOT QUALIFIED TAX-EXEMPT OBLIGATIONS: The Bonds will not
be “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”).
PRELIMINARY OFFICIAL STATEMENT DEEMED FINAL; DELIVERY OF
FINAL OFFICIAL STATEMENT: The City will deem the Preliminary Official Statement provided
in connection with the sale of the Bonds to be final as of its date, as required by Section 240.15c2-
12, General Rules and Regulations, Securities Exchange Commission Act of 1934 (the “Rule”),
except for the omission of offering prices, selling compensation, delivery dates, terms to be
specified in the winning bidder’s proposal, ratings, other terms depending on such matters and
the identity of the winning bidder, all as may be necessary for the City to complete a final official
statement (the “Official Statement”).
Within 24 hours after the award of the Bonds, the winning bidder must provide
the City with all necessary offering price information, selling compensation information, all other
terms of the sale which depend on such matters and any underwriter information, all as may be
necessary to complete the Official Statement.
Within seven business days after the award of the Bonds, the City will provide the
winning bidder with the Official Statement in an electronic format as prescribed by the MSRB at
no cost. The Official Statement will be in substantially the same form as the Preliminary Official
Statement with such additions, deletions or revisions as the City deems necessary.
The City will deliver at closing an executed certificate stating that as of the date of
delivery the information contained in the Official Statement, including any supplement, relating
to the City and the Bonds is true and correct in all material respects and that such Official
Statement does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.
CONTINUING DISCLOSURE: In connection with the issuance of the Bonds, the
City will deliver a continuing disclosure certificate for purposes of the Rule as hereinafter described
and as described in the Official Statement. The City will agree, as described in the Official
Statement, to provide or cause to be provided (i) certain annual financial information and
operating data (the “Annual Information”) for the preceding fiscal year, (ii) the City’s audited
Resolution No. 5510
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4184814.2
financial statements, (iii) timely notice, not in excess of 10 business days after the occurrence of
certain listed events with respect to the Bonds, and (iv) timely notice of any failure by the City to
provide its Annual Information within the time specified in that certificate. See the more complete
description of the certificate in the Official Statement. The City has established procedures to
ensure timely and proper filing of its Annual Information.
NO LITIGATION AND NON-ARBITRAGE: The City will deliver a certificate to
the effect, except as otherwise described in the Preliminary Official Statement or the Official
Statement, that no litigation is pending affecting the issuance and sale of the Bonds. The City
will also deliver an arbitrage certificate covering its reasonable expectations concerning the Bonds.
ADDITIONAL INFORMATION: Copies of the Official Bid Form and Notice
Inviting Bids for the Purchase of Bonds and the Official Statement will be furnished to any bidder
upon request made to the Clerk of the City of Chandler, Arizona; or to Piper Sandler & Co., 2525
E. Camelback Road, Suite 950, Phoenix, AZ 85016, telephone (602) 808-5428, Financial Advisor
to the City.
CITY OF CHANDLER, ARIZONA
Resolution No. 5510
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EXHIBIT B
(Form of the 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 BOND
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.
The Bonds maturing on or before July 1, 20__, are not subject to call for
redemption prior to their stated maturity dates. Bonds maturing on or after July 1, 20__ are
subject to call for redemption prior to their stated maturity dates, at the option of the City, in
whole or in part on July 1, 20__, or on any date thereafter by the payment of a redemption price
equal to the principal amount of each Bond called for redemption plus accrued interest to the
date fixed for redemption, but without premium.
Interest is payable on January 1 and July 1 of each year commencing [January 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
Resolution No. 5510
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4184814.2
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.
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.
This bond is one of a series of general obligation bonds in the aggregate principal
amount of $___________ of like tenor except as to amount, maturity date, redemption provisions,
interest rate series designation and number, issued by the City to provide funds to make those
certain acquisitions and public improvements approved by a majority vote of qualified electors
voting at elections duly called and held in and for the City, pursuant to a resolution of the Mayor
and 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 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.
The registrar or paying agent may be changed by the City without notice.
So long as the book-entry-only system is in effect, this bond is non-transferable.
If the book-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. The 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 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 and attested by the
Clerk, which signatures may be facsimile signatures. 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.
Resolution No. 5510
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4184814.2
CITY OF CHANDLER, ARIZONA
______________________________________
Mayor
ATTEST:
______________________________________
Clerk
(SEAL)
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AUTHENTICATION CERTIFICATE
This bond is one of the City of Chandler, Arizona, General Obligation Bonds, Series
2021, described in the resolution mentioned herein.
as Registrar
Authorized Representative
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- - - - - - -
INSERT INSURANCE STATEMENT HERE, IF APPLICABLE
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FORM OF ASSIGNMENT
The following abbreviations, when used in the inscription on 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
Resolution No. 5510
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4184814.2
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