Resolution 5946

RESOLUTION NO. 5946

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHANDLER,
ARIZONA, APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A_ SERIES 2026 PURCHASE
AGREEMENT, A SERIES 2026 TRUST AGREEMENT, A CONTINUING
DISCLOSURE UNDERTAKING, AN OBLIGATION PURCHASE
AGREEMENT AND OTHER NECESSARY AGREEMENTS, INSTRUMENTS
AND DOCUMENTS; APPROVING THE SALE AND EXECUTION AND
DELIVERY OF EXCISE TAX REVENUE OBLIGATIONS, SERIES 2026,
EVIDENCING A PROPORTIONATE INTEREST OF THE OWNERS
THEREOF IN THE PURCHASE AGREEMENT; DELEGATING AUTHORITY
TO AUTHORIZED REPRESENTATIVES OF THE CITY TO DETERMINE
CERTAIN MATTERS AND TERMS WITH RESPECT TO THE FOREGOING;
AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS
NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS RESOLUTION.

WHEREAS, the Mayor and Council (the “City Council”) of the City of Chandler, Arizona (the
“City”), have determined to finance the construction, expansion and improvement of the water and
wastewater systems of the City (the “Project”), by entering into a Series 2026 Purchase Agreement,
to be dated as of the first day of the month of the dated date of the hereinafter described Obligations
established as provided herein (the “Purchase Agreement”), with U.S. Bank Trust Company,
National Association, a national banking association authorized to exercise corporate trust powers
in the State of Arizona, as trustee (the “Trustee”); and

WHEREAS, in connection with the Purchase Agreement, the City Council has deemed it necessary
and desirable to provide for the sale and execution and delivery of excise tax revenue obligations,
as provided for by this resolution (the “Obligations”), evidencing proportionate interests of the
owners of the Obligations in payments to be made by the City to the Trustee pursuant to the Series
2026 Trust Agreement, to be dated as of the first day of the month of the dated date of the
Obligations (the “Trust Agreement”), between the Trustee and the City, such payments to be made
pursuant to the Purchase Agreement; and

WHEREAS, the payments represented by the Obligations will be secured by amounts received
under the Purchase Agreement pursuant to which the City will pledge revenues from Excise Taxes
(as such term is defined in the Trust Agreement); and

WHEREAS, Piper Sandler & Co. will serve as the City’s financial advisor (the “Financial
Advisor”) with respect to the issuance of the Obligations; and

WHEREAS, the City Council (i) may solicit sealed proposals for the purchase of the Obligations
pursuant to a Notice Inviting Proposals For Purchase Of Obligations (the “Notice”), and (ii) may
receive proposals from underwriting firms to serve in the capacity of the underwriter of the
Obligations (the “Underwriter”), and the City Council hereby authorizes the Authorized
Representatives (as defined herein), with the advice of the Financial Advisor, to determine whether

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the Obligations will be sold pursuant to the Notice or sold by the Underwriter, in each case in
accordance with the provisions of this resolution; and

WHEREAS, there have been presented to the City Council at the meeting at which this resolution
is being adopted the proposed forms of: (1) the Purchase Agreement; (2) the Trust Agreement:
(3) a Continuing Disclosure Undertaking, to be dated the date of delivery of the Obligations (the
“Undertaking”), from the City necessary for purposes of Rule 15c2-12 adopted by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”);
and (4) the Preliminary Official Statement, to be dated the date of the dissemination thereof (the
“Preliminary Official Statement”), relating to the Obligations, which, as to be revised after the sale
of the Obligations, shall constitute the Official Statement, to be dated the date of sale of the
Obligations (the “Official Statement”), relating to the Obligations; and

WHEREAS, financing the costs of the Project pursuant to the Purchase Agreement is in
furtherance of the purposes of the City and is in the public interest;

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chandler, Arizona,
as follows:

Section 1. Authorization and Terms.

(a) The execution and delivery of the Obligations by the Trustee is approved.

(b) The Mayor, any member of the City Council if the Mayor is unavailable,
the City Manager, the Deputy City Manager/Chief Financial Officer of the City or
the designees of any of them (collectively, the “Authorized Representatives’) are
each hereby authorized and directed to determine on behalf of the City, with the
advice of the Financial Advisor: (1) the dated date of the Obligations and whether
the Obligations will be sold in one or more series; (2) the total aggregate principal
amount of the Obligations which are to be executed and delivered but not to exceed
the aggregate principal amount of $205,000,000; (3) whether all or any portion of
the Obligations will be sold on a taxable basis; (4) the dates on which interest on
the Obligations is to be payable and the interest rates per annum the Obligations are
to bear; (5) the dates the Obligations are to mature (but not later than July 1, 2045),
the principal amounts to mature on such dates and the provisions for redemption
thereof in advance of such dates: (6) whether the Obligations will be sold pursuant
to the Notice or sold by the Underwriter, the entity to serve as Underwriter, if
applicable, and the sales date, sales price and other sales terms of the Obligations
(including for underwriter’s compensation, original issue discount and original
issue premium); and (7) the provision for credit enhancement, if any, for the
Obligations; provided, however, that such determinations must result ina yield for
federal income tax purposes with respect to the Obligations of not to exceed six
percent (6.00%). The interest rates per annum each maturity of the Obligations are
to bear and the dates for payment of such interest (the “interest payment dates”)
and the sales price at which the Obligations are to be sold shall be determined as
prescribed (i) in the Notice if the Obligations are sold pursuant to the Notice, and
(ii) in the hereinafter defined Purchase Contract if the Obligations are sold by the

Section 2.

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Underwriter.

(c) The Authorized Representatives are further authorized to determine on
behalf of the City, with the advice of the Financial Advisor, whether the purchase
of an insurance policy securing payment of the Obligations would be advantageous
to the City or the terms of the financing represented by the Obligations. The
Authorized Representatives are authorized to negotiate with and secure, with
proceeds of the Obligations or otherwise, such an insurance policy, from one or
more institutions, the claims-paying ability of which are then assigned one of the
two highest rating categories by a nationally recognized credit rating agency. The
Authorized Representatives are authorized to execute and deliver any instruments
or documents necessary in connection with the purchase of any such insurance
policy, including those making provision for the repayment of amounts advanced
by the institutions issuing such insurance policy.

(d) The form and other terms of the Obligations, including the provisions for
the signatures, authentication, payment, registration, transfer, exchange,
redemption and number shall be as set forth in the Trust Agreement and are
approved.

Acceptance of Proposals.

(a) Subject to the discretion delegated by Section 1(b) hereof, the Authorized
Representatives are hereby authorized to prepare and finalize matters in the Notice
including by making modifications, completions or changes of, or supplements to,
the Notice and to determine how the Notice is to be disseminated, and the
Obligations are hereby ordered to be offered for public sale by the City on the date
and at the hour to be set forth in the Notice. The proposal of the purchaser of the
Obligations pursuant to the Notice which results in the lowest true interest cost to
the City with respect to the Obligations and, in all respects, complies with the terms
of the Notice and this resolution, shall be accepted. Such acceptance shall be
evidenced by the award pursuant to the Notice.

(b) Subject to the discretion delegated by Section 1(b) hereof, the Authorized
Representatives are hereby authorized to accept a proposal of the Underwriter for
the purchase of the Obligations which satisfies the terms and conditions of this
resolution on behalf of the City, and the Obligations are hereby ordered to be sold
to the Underwriter in accordance with the terms of an Obligation Purchase
Agreement, to be dated the date of the sale of the Bonds (the “Purchase Contract”),
in form and substance reasonably satisfactory to the Authorized Representatives,
the Financial Advisor and Special Counsel. The Authorized Representatives are
hereby authorized to execute and deliver the Purchase Contract, for and on behalf
of the City, in a form satisfactory to the Authorized Representatives, the Financial
Advisor and Greenberg Traurig, LLP, special counsel to the City with respect to
the execution and delivery of the Obligations (“Special Counsel”), and such
execution and delivery by the Authorized Representatives shall indicate the
approval thereof on behalf of the City by the Authorized Representatives.

Section 3.

Section 4.

Section 5.

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(c) The Authorized Representatives are hereby requested to cause the
Obligations to be delivered to the purchaser of the Obligations pursuant to the
Notice upon receipt of payment therefor and satisfaction of the other conditions for
delivery thereof in accordance with the terms of the sale provided in the Notice.
The Authorized Representatives are hereby requested to cause the Obligations to
be delivered to the Underwriter upon receipt of payment therefor and satisfaction
of the other conditions for delivery thereof in accordance with the terms of the sale
provided in the Purchase Contract.

Agreements. The forms, terms and provisions of the Purchase Agreement, the Trust
Agreement and the Undertaking, in substantially the forms of such documents
(including the Obligations and other exhibits thereto) presented at the meeting of
the City Council at which this resolution is being adopted are hereby approved,
with such final provisions, insertions, deletions and changes as determined as
provided hereinabove, and shall be approved by the Authorized Representatives,
the execution of each such document being conclusive evidence of such approval.
The Mayor of the City or any other member of the City Council and, in the case of
the Undertaking and the Purchase Contract, the Authorized Representatives, or the
Clerk of the City, where applicable, are hereby authorized and directed, for and on
behalf of the City, to execute and deliver and attest or approve the Purchase
Agreement, the Trust Agreement, the Purchase Contract and the Undertaking, in
each case as necessary and as applicable, and to take all action to carry out and
comply with the terms of such documents.

Official Statement.

(a) The preparation, distribution and use of the Preliminary Official Statement
relating to the Obligations in substantially the form presented to the City Council
at the meeting at which this resolution was adopted is in all respects hereby ratified,
confirmed and approved, and the Authorized Representatives are hereby authorized
to certify or otherwise represent that the Preliminary Official Statement, in original
or revised form, is a “deemed final” official statement (except for permitted
omissions) of the City as of a particular date for purposes of the Rule.

(b) The Authorized Representatives are authorized and direct to approve, on
behalf of the City, and to execute and deliver, the final Official Statement in
substantially the form of the Preliminary Official Statement, modified to reflect
matters related to the sale of the Obligations, for distribution and use in connection
with the offering and sale of the Obligations. The execution and delivery of such
final Official Statement by the Authorized Representatives shall be conclusively
deemed to evidence the approval of the status, form and contents thereof by the
City Council.

Trustee. The Trustee is requested to take any and all action necessary in connection
with the execution and delivery of the Purchase Agreement and the Trust
Agreement, the sale and execution and delivery of the Obligations and is further

Section 6.

Section 7.

Section 8.

Section 9.

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authorized and directed to take such action as may be reasonable for the
administration of the trusts so held by it.

Purchase Agreement. The covenants and agreements contained in the Purchase
Agreement as to the pledge of and the lien on revenues from Excise Taxes and the
restriction on the issuance of further parity obligations secured by revenues from
Excise Taxes are approved and confirmed.

Authorization. The Authorized Representatives and other officers of the City, on
behalf of the City, are authorized and directed, without further order of the City
Council, to do all such acts and things and to execute and deliver all such
certificates, proceedings, agreements and other documents as may be necessary or
convenient to be executed and delivered on behalf of the City to evidence
compliance with, or further the purposes of, all the terms and conditions of this
resolution and the consummation of the transactions contemplated hereby and as
may be necessary to carry out the terms and intent of this resolution.

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 sale and
execution and delivery of the Obligations as contemplated by this resolution,
whether heretofore or hereafter taken, are ratified, confirmed and approved.

Severability. If any section, paragraph, clause or phrase of this resolution shall for
any reason be held to be invalid or unenforceable, the invalidity or unenforceability
of such section, paragraph, clause or phrase shall not affect any of the remaining
provisions of this resolution. All orders, resolutions and ordinances or parts thereof
inconsistent herewith are hereby waived to the extent only of such inconsistency.
This waiver shall not be construed as reviving any order, resolution or ordinance or
any part thereof.

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PASSED AND ADOPTED by the City Council of the City of Chandler, Arizona, this 13th day of
November, 2025.

ATTEST:

CITY CLERK MAYOR

CERTIFICATION

I HEREBY CERTIFY that the above and foregoing Resolution No. 5946 was duly passed and
adopted by the City Council of the City of Chandler, Arizona, at a regular meeting held on the
13th day of November, 2025 and that a quorum was present thereat.

CITY CLERK
APPROVED AS TO FORM:

CITY ATTORNEY

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