Resolution 5947

RESOLUTION NO. 5947

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHANDLER,
ARIZONA (1) PROVIDING FOR THE SALE AND ISSUANCE OF CITY OF
CHANDLER, ARIZONA GENERAL OBLIGATION BONDS, SERIES 2026
AND FOR THE ANNUAL LEVY OF A TAX FOR THE PAYMENT OF THE
BONDS; (2) APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF NECESSARY AGREEMENTS,
INSTRUMENTS AND DOCUMENTS RELATED TO THE SALE AND
ISSUANCE OF THE BONDS; (3) DELEGATING AUTHORITY TO
AUTHORIZED REPRESENTATIVES OF THE CITY TO DETERMINE
CERTAIN MATTERS AND TERMS WITH RESPECT TO THE FOREGOING;
(4) RATIFYING THE PRIOR DESIGNATION OF GENERAL OBLIGATION
BOND VOTER AUTHORIZATION; AND (5) AUTHORIZING THE TAKING
OF ALL OTHER ACTIONS NECESSARY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION AND
RATIFYING ALL ACTIONS TAKEN TO FURTHER THIS RESOLUTION.

WHEREAS, pursuant to Title 35, Chapter 3, Article 3, Arizona Revised Statutes, as amended, and
this resolution, the City of Chandler, Arizona (the “City”) now desires to issue and sell (i) City of
Chandler, Arizona General Obligation Bonds, Series 2026 (the “Bonds”) in an aggregate principal
amount not to exceed $175,000,000 for the purposes and according to the terms as set forth in this
resolution; and

WHEREAS, pursuant to special bond elections held in and for the City on May 16, 1989 (the
“1989 Election”), May 18, 1993 (the “1993 Election”), May 20, 1997 (the “1997 Election”),
May 18, 2004 (the “2004 Election”), May 15, 2007 (the “2007 Election”), and November 2, 2021
(the “2021 Election”, and together with the 1989 Election, 1993 Election, 1997 Election, 2004
Election, and 2007 Election, collectively referred to herein as the “Elections”), the issuance of the
Bonds has been approved; and

WHEREAS, the returns of the Elections were duly canvassed by the Mayor and Council of the
City (the “Council”), and certificates disclosing the purposes of the Elections, the total number of
votes cast thereat, the total number of votes for and against the issuance of the bonds, and stating
that the creation of the indebtedness by the issuance of the bonds in accordance with the Elections
was ordered, have been filed and recorded in the office of the County Recorder of Maricopa
County, Arizona; and

WHEREAS, a majority of the qualified electors of the City, voting at the Elections voted “For the
Bonds” in answer to the questions presented at the Elections; and

WHEREAS, the Council has determined to sell and issue all or a portion of the authorized amount
of the Bonds as general obligation bonds for the purposes granted at the Elections; and

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

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Page 2

WHEREAS, the Council (i) may solicit sealed proposals for the purchase of the Bonds pursuant
to a Notice Inviting Proposals For Purchase Of Bonds (the “Notice”), and (ii) may receive
proposals from underwriting firms to serve in the capacity of the underwriter of the Bonds (the
“Underwriter”), and the Council hereby authorizes the Authorized Representatives (as defined
herein), with the advice of the Financial Advisor, to determine whether the Bonds will be sold
pursuant to the Notice or sold by the Underwriter, in each case in accordance with the provisions
of this resolution;

WHEREAS, in connection with the issuance of the Bonds, the City also desires to ratify its prior
utilization of voter authorization from the Elections in connection with the City’s prior issuance of
general obligation bonds; and

WHEREAS, all things required to be done preliminary to the authorization, sale and issuance of
the Bonds have been duly done and performed in the manner required by law, and the Council is
now empowered to proceed with the sale and issuance of the Bonds;

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

Section 1. Authorization and Terms.

(a) (1) For the purpose of providing funds to make certain of the
acquisitions and public improvements authorized by the qualified electors of the
City at the Elections, and to pay the costs of issuance of the Bonds, there is hereby
authorized to be issued and sold not to exceed $175,000,000 aggregate principal
amount of the Bonds in accordance with this resolution and applicable law.

(2) The Bonds are authorized by the provisions of Title 35, Chapter 3,
Article 3, Arizona Revised Statutes, as amended, and will constitute one or more
series of bonds in principal amounts of bonds of the City approved by the qualified
electors of the City at the Elections.

(3) | The proceeds from the sale of the Bonds shall be credited against
the total principal amount of bonds and the specific amount of bonds so authorized
by the qualified electors of the City at the Elections and for each respective purpose
and project as set forth in the applicable question on the official form of ballot and
the proceeds of the Bonds shall be applied to each respective purpose and project
as determined by the Authorized Representatives on behalf of the City.

(b) The Mayor, any member of the 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
hereby authorized and directed to determine on behalf of the City, with the advice
of the Financial Advisor, and, if applicable, to include in the Notice: (1) the dated
date and total principal amount of the Bonds and whether the Bonds will be sold in
one or more series (but not to exceed $175,000,000 in aggregate principal amount);
(2) the amounts of the Bonds to be allocated to each of the purposes authorized by

Section 2.

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the Elections; (3) the final principal and maturity schedule of the Bonds (but none
of the Bonds to mature later than July 1, 2045); (4) the provisions for redemption
in advance of maturity of the Bonds; (5) whether the Bonds 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 Bonds
(including for underwriter’s compensation, original issue discount and original
issue premium); (6) whether all or any portion of the Bonds will be sold ona taxable
basis, and (7) the provision for credit enhancement, if any, for the Bonds; provided,
however, that such determinations must result in a yield for federal income tax
purposes with respect to the Bonds of not to exceed six percent (6.00%). The
interest rates per annum each maturity of the Bonds are to bear and the dates for
payment of such interest (the “interest payment dates”) and the sales price at which
the Bonds are to be sold shall be determined as prescribed (i) in the Notice if the
Bonds are sold pursuant to the Notice, and (ii) in the hereinafter defined Purchase
Agreement if the Bonds are sold by the Underwriter.

(c) (1) The Bonds shall be dated the date of their initial authentication and
delivery and issued in the denomination of $5,000 of principal amount each or
integral multiples thereof and only in fully registered form.

(2) The principal of and premium, if any, on the Bonds shall be payable
at maturity or prior redemption upon presentation and surrender thereof at the
designated corporate trust office of the Bond Registrar and Paying Agent (as
defined herein).

(3) Interest on the Bonds shall be payable by check, dated as of the
interest payment date, mailed to the registered owners thereof and at the addresses
appearing on the registration books maintained by the Bond Registrar and Paying
Agent at the close of business on the fifteenth (15th) day of the month in the month
preceding an interest payment date (the “regular record date”). Any such interest
on a Bond which is not timely paid or duly provided for shall cease to be payable
to the registered owner thereof (or of one or more predecessor Bonds) as of the
regular record date and shall be payable to the registered owner thereof (or of one
or more predecessor Bonds) at the close of business on a special record date for
the payment of that overdue interest. The special record date shall be fixed by the
Bond Registrar and Paying Agent whenever moneys become available for
payment of the overdue interest, and notice of the special record date shall be given
to the registered owners of Bonds not less than ten (10) days prior thereto.

(4) The principal of and premium, if any, and interest on the Bonds shall
be payable in lawful money of the United States of America.

Prior Redemption of the Bonds.

(a) Notice of redemption of any Bond shall be mailed by first class mail,
postage prepaid, not more than sixty (60) nor less than thirty (30) days prior to the
date set for redemption to the registered owner of the Bond or Bonds being

Section 3.

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redeemed at the address shown on the registration books for the Bonds maintained
by the Bond Registrar and Paying Agent. Failure to properly give such notice of
redemption shall not affect the redemption of any Bond for which notice was
properly given. Such notice may provide that the redemption is conditional upon
moneys for payment of the redemption price being held in separate accounts by the
Bond Registrar and Paying Agent.

(b) On the date designated for redemption by notice given as herein provided,
the Bonds or portions thereof to be redeemed shall become and be due and payable
at the redemption price for such Bonds or such portions thereof on such date, and,
if moneys for payment of the redemption price are held in separate accounts by the
Bond Registrar and Paying Agent, interest on such Bonds or such portions thereof
shall cease to accrue, such Bonds or such portions thereof shall cease to be entitled
to any benefit or security hereunder, the registered owners of such Bonds or such
portions thereof shall have no rights in respect thereof except to receive payment
of the redemption price thereof and accrued interest thereon and such Bonds or such
portions thereof shall be deemed paid and no longer outstanding.

(c) The City may redeem any amount which is included in a Bond in the
denomination in excess of, but divisible by, $5,000. In that event, the registered
owner shall submit the Bond for partial redemption and the Bond Registrar and
Paying Agent shall make such partial payment and shall cause to be issued a new
Bond in a principal amount which reflects the redemption so made, to be
authenticated and delivered to the registered owner thereof.

Security: Defeasance.

(a) After the Bonds are issued, the Council shall enter on its minutes a record
of the Bonds sold and their numbers and dates. For the purpose of paying the
principal of, interest on 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 and administration costs of and on the Bonds as the same become due, such
taxes to be levied, assessed and collected at the same time and in the same manner
as other taxes of the City are levied, assessed and collected. The tax shall be
extended and collected for the City, and the officials of the City and Maricopa
County, Arizona, charged with the annual extension and collection of taxes, without
further instructions from the Council, shall extend and collect the tax upon issuance
of the Bonds. All moneys collected through such tax shall be paid into the treasury
of the City. to the credit of a “Debt Service Fund” of the City for the Bonds, from
which fund the Bonds shall be payable, which tax moneys shall be held in subfunds
to be known as the “Interest Fund” and the “Redemption Fund,” which funds shall
be kept separate and apart from and not commingled with any other funds or
moneys and which shall be used solely for, respectively, payment of interest on and
principal of, and premium, if any, on the Bonds.

Section 4.

Section 5.

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(b) Any Bond or portion thereof in authorized denominations shall be deemed
paid and defeased and thereafter shall have no claim on ad valorem taxes levied on
taxable property in the City (i) if there is deposited with a bank or comparable
financial institution, in trust, moneys or obligations issued by or guaranteed by the
United States government (“Defeasance Obligations”) or both which, with the
maturing principal of and interest on such Defeasance Obligations, if any, will be
sufficient, as evidenced by a certificate or report of an accountant, to pay the
principal of and interest and any premium on such Bond or portion thereof as the
same matures, comes due or becomes payable upon prior redemption and (ii) if
such defeased Bond or portion thereof is to be redeemed, notice of such redemption
has been given in accordance with provisions hereof or the City has submitted to
the Bond 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 of 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.

Use of Proceeds. Proceeds of the sale of the Bonds shall be deposited in the treasury
of the City to the credit of the “General Obligation Bonds Series 2026 Capital
Project Fund” in the amount determined as provided in Section 1(a)(3) hereof, to
be used solely for the purposes specified in the aforementioned ballot questions
submitted to the qualified electors of the City at the Elections; provided, however,
that (i) such proceeds may be invested in the manner and under the circumstances
allowed by law, and (ii) any moneys remaining after such purposes shall have been
accomplished shall be transferred to the applicable “Interest Fund” and
“Redemption Fund” in the same fashion as taxes. Notwithstanding the foregoing,
the Authorized Representatives may determine it to be in the best interests of the
City to establish multiple capital project funds for deposit of the proceeds of the
sale of the Bonds, which is hereby authorized and approved.

Form of Bonds.

(a) The Bonds (including the form of certificate of authentication and form of
assignment therefor) shall be in substantially the form set forth in the Exhibit
attached hereto. There may be such necessary and appropriate omissions, insertions
and variations as are permitted or required hereby and are approved by those
officers executing the Bonds in such form. Execution thereof by such officers shall
constitute conclusive evidence of such approval.

Section 6.

Section 7.

Section 8.

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(b) 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 authentication and registration of each Bond.

(c) The Bonds are prohibited from being converted to coupon or bearer bonds
without the consent of the Council and approval of Greenberg Traurig, LLP, bond
counsel to the City with respect to the issuance of the Bonds (“Bond Counsel”).

Execution and Delivery of Bonds.

(a) The Bonds shall be executed for and on behalf of the City by the Mayor of
the City and attested by the Clerk of the City. Such signatures may be by
mechanical reproduction; however, such officers shall manually sign a certificate
adopting as and for such signatures on the Bonds the respective mechanically
reproduced signatures affixed to the Bonds.

(b) If an officer whose signature is on a Bond no longer holds that office at the
time such Bond is authenticated and registered, the Bond shall nevertheless be valid
and binding so long as such Bond would otherwise be valid and binding.

(c) A Bond shall not be valid or binding until authenticated by the manual
signature of an authorized representative of the Bond Registrar and Paying Agent.
The signature of the authorized representative of the Bond Registrar and Paying
Agent shall be conclusive evidence that the Bond has been authenticated and issued
pursuant to this resolution.

Mutilated. Lost or Destroyed Bonds. In case any Bond becomes mutilated or
destroyed or lost, the City shall cause to be executed and delivered a new Bond of
like type, date, maturity date and tenor in exchange and substitution for and upon
the cancellation of such mutilated Bond or in lieu of and in substitution for such
Bond destroyed or lost, upon the registered owner paying the reasonable expenses
and charges of the City in connection therewith and, in the case of a Bond destroyed
or lost, filing with the Bond Registrar and Paying Agent by the registered owner
evidence satisfactory to the Bond Registrar and Paying Agent that such Bond was
destroyed or lost, and furnishing the Bond Registrar and Paying Agent with a
sufficient indemnity bond pursuant to Section 47-8405, Arizona Revised Statutes.

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 Bonds
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 Bonds
pursuant to the Notice which results in the lowest true interest cost to the City with
respect to the Bonds and, in all respects, complies with the terms of the Notice and

Section 9.

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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 Bonds which satisfies the terms and conditions of this resolution
on behalf of the City, and the Bonds are hereby ordered to be sold to the
Underwriter in accordance with the terms of a Bond Purchase Agreement, to be
dated the date of the sale of the Bonds (the “Purchase Agreement”), in form and
substance reasonably satisfactory to the Authorized Representatives, the Financial
Advisor and Bond Counsel. The Authorized Representatives are hereby authorized
to execute and deliver the Purchase Agreement, for and on behalf of the City, in a
form satisfactory to the Authorized Representatives, the Financial Advisor and
Bond Counsel, and such execution and delivery by the Authorized Representatives
shall indicate the approval thereof on behalf of the City by the Authorized
Representatives.

(c) The Authorized Representatives are hereby requested to cause the Bonds to
be delivered to the purchaser of the Bonds 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 Bonds 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 Agreement.

Official Statement and Continuing Disclosure.

(a) (1) The preparation, distribution and use of the Preliminary Official
Statement relating to the Bonds in substantially the form presented to the Council
at the meeting at which this resolution was adopted is in all respects hereby ratified,
approved and confirmed, 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 Rule 15c2-12 adopted
by the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended.

(2) The Authorized Representatives are authorized and directed to
approve, on behalf of the City, and to execute and deliver, a final Official Statement
in substantially the form of the Preliminary Official Statement, modified to reflect
matters related to the sale of the Bonds, for distribution and use in connection with
the offering and sale of the Bonds. 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 Council.

Ww

Section 10.

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(b) Subject to annual appropriation to cover the costs of compliance therewith,
the City shall comply with and carry out all of the provisions of a Continuing
Disclosure Undertaking, to be dated the date of issuance of the Bonds (the
“Undertaking”), with respect to the Bonds which the Authorized Representatives
are each hereby authorized, for and on behalf of the Council, to execute, and, as
applicable, the Clerk of the City is hereby authorized to attest and deliver, in
substantially the form submitted to the Council at the meeting at which this
resolution was adopted, with such additions, deletions and modifications as shall
be approved by the Authorized Representatives, and such execution and delivery
shall constitute evidence of the approval of such officer of any departures from the
form submitted to the Council at the time of adoption of this resolution.
Notwithstanding any other provision of this resolution, failure of the City (if
obligated pursuant to the Undertaking) to comply with the Undertaking shall not be
considered an event of default; however, any Beneficial Owner (as defined herein)
may take such actions as may be necessary and appropriate, including seeking
specific performance by court order, to cause the City to comply with its obligations
under this Section. For purposes of this Section, “Beneficial Owner” means any
person which (a) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries), or (b) is treated as
the owner of any Bonds for federal income tax purposes.

Bond Registrar and Paying Agent.

(a) The Authorized Representatives are hereby authorized to appoint U.S. Bank
Trust Company, National Association, or such other financial institution designated
by the Authorized Representatives, as the initial authenticating agent, bond
registrar, transfer agent and paying agent with respect to the Bonds (the “Bond
Registrar and Paying Agent”) and a standard form contract therewith, in
substantially the form presented to the Council at the meeting at which this
resolution was adopted, covering such services, with such additions, deletions and
modifications as shall be approved by the Authorized Representatives, is hereby
approved, and each of the Authorized Representatives are hereby authorized to
execute, and, as applicable, the Clerk of the City is hereby authorized to attest and
deliver, such contract. The Bond Registrar and Paying Agent shall maintain the
books of the City for the registration of ownership of each Bond.

(b) A Bond may be transferred on the registration books upon delivery and
surrender of the Bond to the Bond Registrar and Paying Agent at its designated
corporate trust office, accompanied by a written instrument of transfer in form and
with guaranty of signature satisfactory to the Bond Registrar and Paying Agent,
duly executed by the registered owner of the Bond to be transferred or the attorney-
in-fact or legal representative thereof, containing written instructions as to the
details of the transfer of such Bond. No transfer of any Bond shall be effective until
entered on the registration books.

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(c) In all cases upon the transfer of a Bond, the Bond Registrar and Paying
Agent shall enter the transfer of ownership in the registration books and shall
authenticate and deliver in the name of the transferee or transferees a new fully
registered Bond or Bonds of the same type and of the authorized denominations
(except that no Bond shall be issued which relates to more than a single principal
maturity) for the aggregate principal amount which the registered owner is entitled
to receive at the earliest practicable time in accordance with the provisions of this
Section.

(d) All costs and expenses of initial registration and payment of the Bonds shall
be borne by the City, but the City and the Bond Registrar and Paying Agent shall
charge the registered owner of such Bond for every subsequent transfer of a Bond
including an amount sufficient to reimburse them for any transfer fee, tax or other
governmental charge required to be paid with respect to such transfer and may
require that such charge including for such transfer fee, tax or other governmental
charge be paid before any such new Bond shall be delivered.

(e) The City and the Bond Registrar and Paying Agent shall not be required to
issue or transfer any Bonds during a period beginning with the opening of business
on any regular record date and ending with the close of business on the
corresponding interest payment date.

(f) The Bonds shall be subject to a Book-Entry System (as defined herein) of
ownership and transfer, except as provided in subsection (3) of this subsection. The
general provisions for effecting the Book-Entry System are as follows:

(1) The City hereby designates The Depository Trust Company, New
York, New York, as the initial Depository (as defined herein) hereunder.

(2) Notwithstanding the provisions of this Section or of the Bonds to
the contrary and so long as the Bonds are subject to a Book-Entry System, the
Bonds shall initially be evidenced by one typewritten certificate for each maturity
in an amount equal to the aggregate principal amount thereof. The Bonds so
initially delivered shall be registered in the name of “Cede & Co.” as nominee for
The Depository Trust Company. The Bonds may not thereafter be transferred or
exchanged on the registration books of the City maintained by the Bond Registrar
and Paying Agent except:

(a) to any successor Depository designated pursuant to subsection (3)
of this subsection;

(b) to any successor nominee designated by a Depository; or

(c) if the City shall elect to discontinue the Book-Entry System pursuant
to subsection (3) of this subsection, the City shall cause the Bond Registrar
and Paying Agent to authenticate and deliver replacement Bonds in fully
registered form in authorized denominations in the names of the Beneficial
Owners (as defined herein) or their nominees, as certified by the Depository,

Resolution No. 5947
Page 10

at the expense of the City; thereafter the other applicable provisions of this
resolution regarding registration, transfer and exchange of the Bonds shall

apply.

(3) The Bond Registrar and Paying Agent, pursuant to a request from
the City for the removal or replacement of the Depository, and upon thirty (30)
days’ notice to the Depository, may remove or replace the Depository. The Bond
Registrar and Paying Agent shall remove or replace the Depository at any time
pursuant to the request of the City. The Depository may determine not to continue
to act as Depository for the Bonds upon thirty (30) days’ written notice to the City
and the Bond Registrar and Paying Agent. If the use of the Book-Entry System is
discontinued, then after the Bond Registrar and Paying Agent has made provision
for notification of the Beneficial Owners of their book entry interests in the Bonds
by appropriate notice to the then Depository, the City and the Bond Registrar and
Paying Agent shall permit withdrawal of the Bonds from the Depository and
authenticate and deliver the Bond certificates in fully registered form and in
denominations authorized by this Section to the assignees of the Depository or its
nominee. Such withdrawal, authentication and delivery shall be at the cost and
expense (including costs of printing or otherwise preparing, and delivering, such
replacement Bond certificates) of the City.

(4) So long as the Book-Entry System is used for the Bonds, the
City and the Bond Registrar and Paying Agent shall give any notice of redemption
or any other notices required to be given to registered owners of Bonds only to the
Depository or its nominee registered as the owner thereof. Any failure of the
Depository to advise any of its participants, or of any participant to notify the
Beneficial Owner, of any such notice and its content or effect shall not affect the
validity of the redemption of the Bonds to be redeemed or of any other action
premised on such notice. Neither the City nor the Bond Registrar and Paying Agent
shall be responsible or liable for the failure of the Depository or any participant
thereof to make any payment or give any notice to a Beneficial Owner in respect of
the Bonds or any error or delay relating thereto.

(5) Notwithstanding any other provision of this Section or
Section 2(b) hereof or of the Bonds to the contrary, so long as the Bonds are subject
to a Book-Entry System, it shall not be necessary for the registered owner to present
the applicable Bond for payment of mandatory redemption installments, if any. The
mandatory redemption installments may be noted on books kept by the Bond
Registrar and Paying Agent and the Depository for such purpose, and the Bonds
shall be tendered to the Bond Registrar and Paying Agent at their maturity.

(6) For purposes of this Section, “Beneficial Owners” shall
mean actual purchasers of the Bonds whose ownership interest is evidenced only
in the Book-Entry System maintained by the Depository; “Book-Entry System”
shall mean a system for clearing and settlement of securities transactions among
participants of a Depository (and other parties having custodial relationships with
such participants) through electronic or manual book-entry changes in accounts of

AN

Section 11.

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such participants maintained by the Depository hereunder for recording ownership
of the Bonds by Beneficial Owners and transfers of ownership interests in the
Bonds and “Depository” shall mean The Depository Trust Company, New York,
New York or any successor depository designated pursuant to this Section.

General Federal Tax Law Covenants.

(a) (1) As will be provided in greater detail in the Certificate Relating To
Federal Tax Matters to be delivered upon the initial delivery of the Bonds (the “Tax
Certificate”), the City shall not make or direct the making of any investment or
other use of the proceeds of any Bonds which would cause such Bonds to be
“arbitrage bonds” as that term is defined in Section 148 (or any successor provision
thereto) of the Internal Revenue Code of 1986, as amended (the “Code”), or
“private activity bonds” as that term is defined in Section 141 (or any successor
provision thereto) of the Code, and shall comply with the requirements of the Code
sections and the regulations promulgated thereunder (the “Regulations”)
throughout the term of the Bonds. In consideration of the purchase and acceptance
of the Bonds by such holders from time to time and of retaining such exclusion and
as authorized by Title 35, Chapter 3, Article 7, Arizona Revised Statutes, the
Council covenants, and the appropriate officials of the City are hereby directed, to
take all action required to maintain such exclusion or to refrain from taking any
action prohibited by the Code which would adversely affect in any respect such
exclusion.

(2) The City shall be the owner of the facilities financed with the
proceeds of the sale of the Bonds (the “Facilities”) for federal income tax purposes.
Except as otherwise advised in a Bond Counsel’s Opinion (as defined herein), the
City shall not enter into (i) any management or service contract with any entity
other than a governmental entity for the operation of any portion of the Facilities
unless the management or service contract complies with the requirements of the
Code, the Regulations and any applicable interpretive guidance with respect thereto
as may control at the time, or (ii) any lease or other arrangement with any entity
other than a governmental entity that gives such entity special legal entitlements
with respect to any portion of the Facilities. Also, the payment of principal and
interest with respect to the Bonds shall not be guaranteed (in whole or in part) by
the United States or any agency or instrumentality of the United States. The
proceeds of the Bonds, or amounts treated as proceeds of the Bonds, shall not be
invested (directly or indirectly) in federally insured deposits or accounts, except to
the extent such proceeds (i) may be so invested for an initial temporary period until
needed for the purpose for which the Bonds are being issued, (ii) may be so used in
making investments of a bona fide debt service fund or (iii) may be invested in
obligations issued by the United States Treasury.

(3) The procedures and covenants contained in any arbitrage rebate
provision or separate agreement executed in connection with the issuance of the
Bonds (initially Section 12 hereof) shall be complied with for so long as compliance

4»

Section 12.

Resolution No. 5947
Page 12

is necessary in order to maintain the exclusion from gross income for federal
income tax purposes of interest on the Bonds.

(b) (1) The City shall take all necessary and desirable steps, as determined
by the Council, to comply with the requirements hereunder in order to ensure that
interest on the Bonds is excluded from gross income for federal income tax
purposes under the Code; provided, however, compliance with any such
requirement shall not be required in the event the City receives a Bond Counsel’s
Opinion that either (i) compliance with such requirement is not required to maintain
the exclusion from gross income of interest on the Bonds, or (ii) compliance with
some other requirement will meet the requirements of the Code. In the event the
City receives such a Bond Counsel’s Opinion, this resolution shall be amended to
conform to the requirements set forth in such opinion.

(2) If for any reason any requirement hereunder is not complied with,
the Council shall take all necessary and desirable steps, as determined by the City,
to correct such noncompliance within a reasonable period of time after such
noncompliance is discovered or should have been discovered with the exercise of
reasonable diligence and the City shall pay any required interest or penalty under
Regulations Section 1.148-3(h).

(c) The City has adopted post-issuance tax compliance procedures, with which
the City shall comply.

Arbitrage Rebate Covenants.

(a) Terms not otherwise defined in Subsection (b) hereof shall have the
meanings given to them in the Tax Certificate.

(b) The following terms shall have the following meanings:

“Bond Counsel’s Opinion” shall mean an opinion signed by an attorney or firm of
attorneys of nationally recognized standing in the field of law relating to municipal
bonds selected by the City.

“Bond Year” shall mean each one-year period beginning on the day after the
expiration of the preceding Bond Year. The first Bond Year shall begin on the date
of issue of the Bonds and shall end on the date selected by the City, provided that
the first Bond Year shall not exceed one calendar year. The last Bond Year shall
end on the date of retirement of the last Bond.

“Bond Yield” is as indicated in the Tax Certificate. Bond Yield shall be
recomputed if required by Regulations Section 1.148-4(b)(4) or 4(h)(3). Bond
Yield shall mean the discount rate that produces a present value equal to the Issue
Price of all unconditionally payable payments of principal, interest and fees for
qualified guarantees within the meaning of Regulations Section 1.148-4(f) and
amounts reasonably expected to be paid as fees for qualified guarantees in
connection with the Bonds as determined under Regulations Section 1.148-4(b).

Pa

Resolution No. 5947
Page 13

The present value of all such payments shall be computed as of the date of issue of
the Bonds and using semiannual compounding on the basis of a 360-day year.

“Gross Proceeds” shall mean:

(i) any amounts actually or constructively received by the City from the
sale of the Bonds but excluding amounts used to pay accrued interest on the
Bonds within one year of the date of issuance of the Bonds;

(ii) transferred proceeds of the Bonds under Regulations Section
1.148-9;

(iii) any amounts actually or constructively received from investing
amounts described in (i), (ii) or this (iii); and

(iv) replacement proceeds of the Bonds within the meaning of
Regulations Section 1.148-1(c). Replacement proceeds include amounts
reasonably expected to be used directly or indirectly to pay debt service on
the Bonds, pledged amounts where there is reasonable assurance that such
amounts will be available to pay principal or interest on the Bonds in the
event the City encounters financial difficulties and other replacement
proceeds within the meaning of Regulations Section 1.148-1(c)(4).
Whether an amount is Gross Proceeds is determined without regard to
whether the amount is held in any fund or account.

“Investment Property” shall mean any security, obligation (other than a tax-exempt
bond within the meaning of Code Section 148(b)(3)(A)), annuity contract or
investment-type property within the meaning of Regulations Section 1.148-1(b).

“Issue Price” is as indicated in the Tax Certificate and shall be determined as
provided in Regulations Section 1.148-1(b).

“Nonpurpose Investment” shall mean any Investment Property acquired with Gross
Proceeds, and which is not acquired to carry out the governmental purposes of the
Bonds.

“Payment” shall mean any payment within the meaning of Regulations Section
1.148-3(d)(1) with respect to a Nonpurpose Investment.

“Rebate Requirement” shall mean at any time the excess of the future value of all
Receipts over the future value of all Payments. For purposes of calculating the
Rebate Requirement the Bond Yield shall be used to determine the future value of
Receipts and Payments in accordance with Regulations Section 1.148-3(c). The
Rebate Requirement is zero for any Nonpurpose Investment meeting the
requirements of a rebate exception under Section 148(f)(4) of the Code or
Regulations Section 1.148-7.

Resolution No. 5947
Page 14

“Receipt” shall mean any receipt within the meaning of Regulations Section
1.148-3(d)(2) with respect to a Nonpurpose Investment.

“Regulations” shall mean Sections 1.148-1 through 1.148-11 and Section 1.150-1
of the regulations of the United States Department of the Treasury promulgated
under the Code, including and any amendments thereto or successor regulations.

(c) Within 60 days after the end of each Bond Year, the City shall cause the
Rebate Requirement to be calculated and shall pay to the United States of America:

(1) not later than 60 days after the end of the fifth Bond Year and every
fifth Bond Year thereafter, an amount which, when added to the future value
of all previous rebate payments with respect to the Bonds (determined as of
such Computation Date), is equal to at least 90% of the sum of the Rebate
Requirement (determined as of the last day of such Bond Year) plus the
future value of all previous rebate payments with respect to the Bonds
(determined as of the last day of such Bond Year); and

(2) not later than 60 days after the retirement of the last Bond, an
amount equal to 100% of the Rebate Requirement (determined as of the date
of retirement of the last Bond).

Each payment required to be made under this Section shall be filed with the Internal
Revenue Service Center, Ogden, Utah 84201, on or before the date such payment
is due, and shall be accompanied by IRS Form 8038-T.

(d) No Nonpurpose Investment shall be acquired for an amount in excess of its
fair market value. No Nonpurpose Investment shall be sold or otherwise disposed
of for an amount less than its fair market value.

(e) For purposes of Subsection (d), whether a Nonpurpose Investment has been
purchased or sold or disposed of for its fair market value shall be determined as
follows:

(1) The fair market value of a Nonpurpose Investment generally shall
be the price at which a willing buyer would purchase the Nonpurpose
Investment from a willing seller in a bona fide arm’s length transaction.
Fair market value shall be determined on the date on which a contract to
purchase or sell the Nonpurpose Investment becomes binding.

(2) Except as provided in Subsection (f) or (g), a Nonpurpose
Investment that is not of a type traded on an established securities market,
within the meaning of Code Section 1273, is rebuttably presumed to be
acquired or disposed of for a price that is not equal to its fair market value.

(3) If a United States Treasury obligation is acquired directly from or
sold or disposed of directly to the United States Treasury, such acquisition

7

(f)

Resolution No. 5947
Page 15

or sale or disposition shall be treated as establishing the fair market value
of the obligation.

The purchase price of a certificate of deposit that has a fixed interest rate, a

fixed payment schedule and a substantial penalty for early withdrawal is considered
to be its fair market value if the yield on the certificate of deposit is not less than:

(g)

(1) the yield on reasonably comparable direct obligations of the United
States; and

(2) the highest yield that is published or posted by the provider to be
currently available from the provider on reasonably comparable certificates
of deposit offered to the public.

A guaranteed investment contract shall be considered acquired and disposed

of for an amount equal to its fair market value if:

(1) A bona fide solicitation in writing for a specified guaranteed
investment contract, including all material terms, is timely forwarded to all
potential providers. The solicitation must include a statement that the
submission of a bid is a representation that the potential provider did not
consult with any other potential provider about its bid, that the bid was
determined without regard to any other formal or informal agreement that
the potential provider has with the City or any other person (whether or not
in connection with the Bonds), and that the bid is not being submitted solely
as a courtesy to the City or any other person for purposes of satisfying the
requirements in the Regulations that the City receive bids from at least one
reasonably competitive provider and at least three providers that do not have
a material financial interest in the Bonds.

(2) All potential providers have an equal opportunity to bid, with no
potential provider having the opportunity to review other bids before
providing a bid.

(3) At least three reasonably competitive providers (i.e., having an
established industry reputation as a competitive provider of the type of
investments being purchased) are solicited for bids. At least three bids must
be received from providers that have no material financial interest in the
Bonds (e.g., a lead underwriter within 15 days of the issue date of the Bonds
ora financial advisor with respect to the investment) and at least one of such
three bids must be from a reasonably competitive provider. If the City uses
an agent to conduct the bidding, the agent may not bid.

(4) The highest-yielding guaranteed investment contract for which a
qualifying bid is made (determined net of broker’s fees) is purchased.

yy

Section 13.

Resolution No. 5947
Page 16

(5) The determination of the terms of the guaranteed investment
contract takes into account as a significant factor the reasonably expected
deposit and drawdown schedule for the amounts to be invested.

(6) The terms for the guaranteed investment contract are commercially
reasonable (i.e., have a legitimate business purpose other than to increase
the purchase price or reduce the yield of the guaranteed investment
contract).

(7) The provider of the investment contract certifies the administrative
costs (as defined in Regulations Section 1.148-5(e)) that it pays (or expects
to pay) to third parties in connection with the guaranteed investment
contract.

(8) The City retains until three years after the last outstanding Bond is
retired, (i) a copy of the guaranteed investment contract, (ii) a receipt or
other record of the amount actually paid for the guaranteed investment
contract, including any administrative costs paid by the City and a copy of
the provider’s certification described in (7) above, (iii) the name of the
person and entity submitting each bid, the time and date of the bid, and the
bid results and (iv) the bid solicitation form and, if the terms of the
guaranteed investment contract deviates from the bid solicitation form or a
submitted bid is modified, a brief statement explaining the deviation and
stating the purpose of the deviation.

(h) The employment of such experts and consultants to make, as necessary, any
calculations in respect of rebates to be made to the United States of America in
accordance with Section 148(f) of the Code is hereby authorized.

Resolution a Contract: Severability: Ratification of Actions.

(a) This resolution shall constitute a contract between the City and the
registered owners of the Bonds and shall not be repealed or amended in any manner
which would impair, impede or lessen the rights of the registered owners of the
Bonds then outstanding.

(b) If any section, paragraph, subdivision, sentence, clause or phrase of this
resolution is for any reason held to be illegal or unenforceable, such decision will
not affect the validity of the remaining portions of this resolution. The Council
hereby declares that it 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.

(c) All actions of the officers, employees and agents of the City including the
Council which conform to the purposes and intent of this resolution and which
further the sale and issuance of the Bonds as contemplated by this resolution,

Section 14.

Resolution No. 5947
Page 17

including retention of consultants and counsel necessary to carry out the purposes
of this resolution, whether taken before or after adoption of this resolution, 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.

(d) All acts and conditions necessary to be performed by the City or to have
been met precedent to and in the issuing of the Bonds in order to make them legal,
valid and binding general obligations of the City will at the time of delivery of the
Bonds have been performed and have been met, in regular and due form as required
by law, and no statutory, charter or constitutional limitation of indebtedness or
taxation will have been exceeded in the issuance of the Bonds.

(e) All formal actions of the Council concerning and relating to the passage of
this resolution were taken in an open meeting of the Council, and all deliberations
of the Council and of any committees that resulted in those formal actions were in
meetings open to the public, in compliance with all legal requirements.

Ratification of Prior Use_of Bond Authorization. The prior utilization or
designation of voter authorization approved at the Elections in connection with a
prior general obligation bond issuance by the City is hereby ratified, confirmed and
approved.

[Remainder of page left blank intentionally.]

Resolution No. 5947
Page 18

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. 5947 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

Resolution No. 5947
Exhibit Page 1

EXHIBIT
[FORM OF BOND]

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT 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.*

REGISTERED REGISTERED
NO: ssssszszaeveres Sisssswescscssvensnreens

UNITED STATES OF AMERICA
STATE OF ARIZONA

CITY OF CHANDLER, ARIZONA
GENERAL OBLIGATION BOND, SERIES 2026

Interest Rate: Maturity Date: Dated: CUSIP:
assnsnatereesteced % July 1... sesseseseseseseseeeey 2026 158843 .....

REGISTERED OWNER: CEDE & CO.”

PRINCIPAL AMOUNT: —uiceeseesscssseseesseeseeseeseeeeeeaeesensessessssseeseeeesaanaesaeeneasnessrsnnenees DOLLARS

THE CITY OF CHANDLER, ARIZONA, a body politic and corporate, duly
incorporated and existing pursuant to the laws of the State of Arizona (the “City”), for value
received, hereby promises to pay to the aforesaid registered owner, or registered assigns, the
aforesaid principal amount on the aforesaid maturity date unless earlier redeemed and then on the
applicable redemption date, and to pay interest on the principal amount from the date this Bond is
dated as of, at the aforesaid interest rate (computed on the basis of a 360-day year of twelve 30-
day months) on each January 1 and July 1 (each an “interest payment date”), commencing
eecesesonaedonsteseaiay) CeRzzEeSy , to its maturity or its redemption prior to maturity. The principal of and
premium, if any, on this Bond are payable upon presentation and surrender hereof at the designated
corporate trust office of U.S. Bank Trust Company, National Association, as the “Bond Registrar
and Paying Agent.” Interest on this Bond is payable by check, dated as of the interest payment

* Insert only while The Depository Trust Company, New York, New York, is the Securities Depository.

Resolution No. 5947
Exhibit Page 2

date, mailed to the registered owner hereof and at the address appearing on the registration books
maintained by the Bond Registrar and Paying Agent at the close of business on the Ist day of the
month for that interest payment date (the “regular record date”). Any such interest which is not
timely paid or duly provided for shall cease to be payable to the registered owner hereof (or of one
or more predecessor Bonds) as of the regular record date and shall be payable to the registered
owner hereof (or of one or more predecessor Bonds) at the close of business on a special record
date for the payment of that overdue interest. The special record date shall be fixed by the Bond
Registrar and Paying Agent whenever moneys become available for payment of the overdue
interest, and notice of the special record date shall be given to the registered owner of this Bond
not less than 10 days prior thereto.

The principal of and interest and premium, if any, on this Bond are payable in
lawful money of the United States of America, on the respective dates when principal and interest
become due.

This Bond is one of a series of bonds (the “Bonds”) indicated above in the aggregate
principal amount of §..........4 000 of like tenor except as to amount, maturity date, rate of interest
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 City Council of the City duly passed and
adopted prior to the issuance hereof, all the terms of which are hereby incorporated herein (the
“Resolution”), and pursuant to the Constitution and laws of the State of Arizona relative to the sale
and issuance of general obligation bonds of municipalities, and all amendments thereto, and all
other laws of the State of Arizona thereunto enabling.

For the purpose of paying the principal of, interest on and costs of administration
of the registration and payment of this Bond, there shall be levied on all taxable property in the
City a continuing, direct, annual, ad valorem tax sufficient to pay all such principal, interest and
administration costs of and on this Bond as the same become due, such taxes to be levied, assessed
and collected at the same time and in the same manner as other taxes of the City are levied, assessed
and collected.

The Bonds maturing before and on July 1, ...., are not subject to redemption prior
to maturity. The Bonds maturing on and after July |, ...., are subject to redemption prior to
maturity, in whole or in part, on July 1, ...., or any date thereafter, by the payment of a redemption

price equal to the principal amount of each such Bond redeemed plus interest accrued to the date
fixed for redemption plus a premium (calculated as a percentage of the principal amount of such
Bonds to be redeemed) to be computed as follows:

Redemption Dates Premium
July 1, ...., and January 1, .... iY
July 1, ...., and January 1, .... vee
July: 15 secs and thereafter 0.0