Draft Bond Registrar and Paying Agent Agreement
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714043829 BOND REGISTRAR AND PAYING AGENT AGREEMENT $_______,000 CITY OF CHANDLER, ARIZONA GENERAL OBLIGATION BONDS, SERIES 2026 THIS BOND REGISTRAR AND PAYING AGENT AGREEMENT, dated as of January 1, 2026 (this “Agreement”), by and between U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (the “Bond Registrar and Paying Agent”), and the CITY OF CHANDLER, ARIZONA (the “City”), W I T N E S S E T H: WHEREAS, by Resolution No. 5947 adopted by the City Council of the City (the “Council”) on November 13, 2025 (the “Bond Resolution”), the sale and issuance of $______,000 in aggregate principal amount of the City’s General Obligation Bonds, Series 2026 (the “Bonds”) have been authorized; and WHEREAS, by the Bond Resolution, the Council have appointed the Bond Registrar and Paying Agent as the agent of the City, to act as authenticating agent, bond registrar, transfer agent and paying agent for and in connection with the Bonds, and has authorized and directed the Bond Registrar and Paying Agent to keep all the books and records necessary for registration, transfer or exchange of the Bonds (the “Bond Register”); NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, it is hereby agreed as follows: Section 1. At the time and place for the original delivery of the Bonds, the City shall deliver to the Bond Registrar and Paying Agent the duly executed Bonds and any other information needed to complete the Bonds at the closing. The Bond Registrar and Paying Agent, through a duly authorized officer or officers, shall (i) complete the Bonds to be delivered at the closing; (ii) record the names and addresses of the registered owners in and otherwise complete the Bond Register; and (iii) sign the Certificate of Authentication on the Bonds, all so as to permit delivery of the Bonds at the closing. These procedures shall also be used, as appropriate, for the completion and authentication of any Bond to be delivered to the Bond Registrar and Paying Agent for transfer or exchange as provided herein. Section 2. The Bond Registrar and Paying Agent shall keep and maintain the Bond Register at its designated corporate trust office so long as any Bond remains outstanding and shall perform, without limitation, authentication, transfer, registration, exchange and paying agent functions, and related mechanical, clerical and record or bookkeeping functions, in connection with the Bonds in accordance with this Agreement, the Bond Resolution, and any applicable requirements of Section 149(a) of the Internal Revenue Code of 1986, as amended, and applicable regulations, proposed regulations (if they are proposed to take effect retrospectively) and rulings thereunder. 2 Section 3. In accordance with the Bond Resolution, the Bond Registrar and Paying Agent shall: (A) Exchange or transfer any Bond upon presentation and surrender thereof at the office of the Bond Registrar and Paying Agent, together with a request for exchange or an assignment, respectively, signed by the registered owner or by a person authorized by the registered owner to do so by a power of attorney in a form satisfactory to the Bond Registrar and Paying Agent, and shall complete, authenticate and deliver the new Bonds to the registered owner or the registered owner of the transferred Bonds, respectively, in a denomination or denominations equal in the aggregate to the unmatured and unredeemed principal amount of the Bonds surrendered, bearing interest at the same rate and maturing on the same date. (B) Record the exchange or transfer of any Bond on the Bond Register. (C) Complete the transfer or exchange, completion, authentication and delivery of the new Bonds within three (3) business days after the time of the surrender to the Bond Registrar and Paying Agent of the Bonds to be transferred or exchanged. (D) Provide certain notices to the Bond owners as directed by the City in accordance with the Bond Resolution, and, as applicable, to send notices 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. Section 4. (A) For its services under this Agreement, the City shall pay the Bond Registrar and Paying Agent in accordance with the fee schedule provided by the Bond Registrar and Paying Agent. The fee for the Bond Registrar and Paying Agent’s initial services hereunder and services to be rendered until the end of the current fiscal year (fiscal year 2025-2026) is $___.00 and shall be billed by the Bond Registrar and Paying Agent to the City after closing and paid by the City in advance after initial delivery of the Bonds. The Bond Registrar and Paying Agent will bill the City in advance prior to December 1, 2026, and prior to each December 1 thereafter during the term of this Agreement. (B) The Bond Registrar and Paying Agent shall charge the registered owner of any transferred Bond an amount sufficient to reimburse it for any fee, tax or other charge required to be paid with respect to the transfer. The Bond Registrar and Paying Agent may require that those charges be paid before it begins the procedure for the transfer. (C) If the Bond Registrar and Paying Agent renders any service hereunder not provided for in this Agreement, or the Bond Registrar and Paying Agent is made a party to or intervenes in any litigation pertaining to this Agreement or institutes interpleader proceedings relative hereto, the Bond Registrar and Paying Agent shall be compensated reasonably by the City for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees occasioned thereby. 3 Section 5. The Bond Registrar and Paying Agent shall complete, authenticate, deliver and register new Bonds to replace any Bond lost, stolen or destroyed, or mutilated, upon receipt by the Bond Registrar and Paying Agent of evidence satisfactory to it of the loss, theft, destruction or mutilation of any Bond and of indemnity satisfactory to it. Section 6. The Bond Registrar and Paying Agent shall cancel any Bond surrendered to it pursuant to the Bond Resolution for payment or retirement or for exchange, replacement or transfer. The cancelled Bonds shall be destroyed by the Bond Registrar and Paying Agent and a record of such destruction and the number and amount of Bonds destroyed shall be kept by the Bond Registrar and Paying Agent and upon request of the City, furnished by the Bond Registrar and Paying Agent to the City. Section 7. The Bond Registrar and Paying Agent shall retain and store the Bond Register for seven years after full payment of the Bonds. At any time and upon request by the Deputy City Manager/Chief Financial Officer of the City, the Bond Registrar and Paying Agent shall permit the City to inspect the Bond Register and shall provide the City with a copy of the Bond Register. In the event of a request to the Bond Registrar and Paying Agent by any person other than the City for inspection of the Bond Register, the Bond Registrar and Paying Agent shall notify the Deputy City Manager/Chief Financial Officer of the City and shall not permit that inspection unless it is approved by the Deputy City Manager/Chief Financial Officer of the City, except that the Bond Registrar and Paying Agent may permit an inspection pursuant to an order of a court of competent jurisdiction. Section 8. The Bond Registrar and Paying Agent shall pay the principal of and interest on the Bonds, but only from moneys deposited with the Bond Registrar by the City for that purpose. The City shall cause funds to be on deposit with the Bond Registrar and Paying Agent in an amount sufficient and available to pay the interest, or principal and interest, then to be due one day prior to the day on which that payment is to be made. The Bond Registrar and Paying Agent shall pledge direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America to secure the deposits made for the purpose of paying either principal or interest or both principal and interest on the Bonds to the extent required by applicable law. Section 9. In the event any check for payment of interest on a Bond is returned to the Bond Registrar and Paying Agent unendorsed or is not presented for payment within two (2) years from its payment date or any Bond is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such interest or principal due upon such Bond shall have been made available to the Bond Registrar and Paying Agent for the benefit of the owner thereof, the Bond Registrar and Paying Agent shall hold such funds, without liability for interest thereon, for the benefit of the owner of such Bond who shall thereafter be restricted exclusively to such funds for any claim of whatever nature relating to such Bond or amounts due thereunder. The obligation of the Bond Registrar and Paying Agent to hold such funds shall continue for two years and six months following the date on which such interest or principal payment became due, whether at maturity, or at the date fixed for redemption, or otherwise, at which time the Bond Registrar and Paying Agent shall, after notice from the Bond Registrar and Paying Agent thereof and upon receipt of written request to do so, surrender such unclaimed funds so held to the City, whereupon any claim of whatever nature by the owner of such Bond arising under such Bond shall be made upon the City. In 4 the absence of any such written request, the Bond Registrar or Paying Agent, as applicable, shall from time to time deliver such unclaimed funds to or as directed by pertinent escheat authority, as identified by the Bond Registrar or Paying Agent, as applicable, in its sole discretion, pursuant to and in accordance with applicable unclaimed property laws, rules or regulations. Any such delivery shall be in accordance with the customary practices and procedures of the Bond Registrar or Paying Agent, as applicable, and the escheat authority. Section 10. (A) In the absence of bad faith on its part in the performance of its services under this Agreement, the Bond Registrar and Paying Agent shall be protected in acting upon any notice, request, certificate, affidavit, letter, telegram or other paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper party or parties. The Bond Registrar and Paying Agent may consult with counsel of its choice with respect to any question relating to its duties and responsibilities hereunder or otherwise in connection herewith, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or not taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. None of the provisions contained in this Agreement shall require the Bond Registrar and Paying Agent to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. The Bond Registrar and Paying Agent may execute any of its trusts or powers and perform any of its duties under this Agreement by or through attorneys, agents or employees. (B) The Bond Registrar and Paying Agent shall accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that if the City elects to provide such directions by such means, it shall provide to the Bond Registrar and Paying Agent an incumbency certificate listing persons with authority to act hereunder, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the City elects to give the Bond Registrar and Paying Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Bond Registrar and Paying Agent in its discretion elects to act upon such instructions, the Bond Registrar and Paying Agent’s understanding of such instructions shall be deemed controlling. The Bond Registrar and Paying Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bond Registrar and Paying Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City shall assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Bond Registrar and Paying Agent, including without limitation the risk of the Bond Registrar and Paying Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. The City is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Bond Registrar and Paying Agent and understands that there may be more secure methods of transmitting instructions than the method(s) selected by the City and that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. Section 11. (A) The Bond Registrar and Paying Agent may resign as Bond Registrar and Paying Agent at any time by giving thirty (30) days’ written notice of resignation to the City. 5 Except as otherwise provided herein, the Bond Registrar and Paying Agent may be removed at any time by written notice signed by the Deputy City Manager/Chief Financial Officer of the City and delivered to the Bond Registrar and Paying Agent. Upon the effectiveness of the resignation or termination, the Bond Registrar and Paying Agent shall deliver to the Deputy City Manager/Chief Financial Officer of the City or such other person designated by the Deputy City Manager/Chief Financial Officer of the City the Bond Register and all other records (or copies of those records) pertaining to the Bonds and all Bond forms. (B) Any corporation, association or agency into which the Bond Registrar and Paying Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor bond registrar and paying agent under this Agreement and vested with all or the same rights, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (C) Every successor shall be a trust company or bank in good standing located in or incorporated under the laws of the State of Arizona, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000. Section 12. Notice shall be sufficient hereunder, if it is contained in a writing delivered to the City at 175 S. Arizona Avenue, Chandler, Arizona 85225, Attention: Deputy City Manager/Chief Financial Officer, and to the Bond Registrar and Paying Agent via certified mail at 1101 W. Washington Street, Tempe, Arizona 85288, Attention: Global Corporate Trust, or any other address which may be designated from time to time by any party in writing delivered to the City or the Bond Registrar and Paying Agent, as applicable. Section 13. Neither this Agreement nor any provision hereof may be changed, revised or amended, except by a writing signed on behalf of the City and the Bond Registrar and Paying Agent. Section 14. In case any section or provision of this Agreement, or any agreement, obligation, act or action, or part thereof, made, assumed, entered into, done or taken under this Agreement, or any application thereof, is held to be illegal or invalid for any reason, or is inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder of this Agreement or any other section or provision of this Agreement or any other agreement, obligation, act or action, or part thereof, made, assumed, entered into, done or taken under this Agreement, all of which shall be construed and enforced at the time as if the illegal, invalid or inoperable portion were not contained therein. Any illegality, invalidity or inoperability shall not affect any legal, valid and operable section, provision, agreement, obligation, act, action, part or application, all of which shall be deemed to be effective, operative, made, assumed, entered into, done or taken in the manner and to the full extent permitted by law from time to time. 6 Section 15. (A) To the extent applicable by provision of law, the Bond Registrar and Paying Agent acknowledges that this Agreement is subject to cancellation pursuant to Section 38-511, Arizona Revised Statutes, as amended, the provisions of which are incorporated herein and which provides that the City may within three (3) years after its execution cancel any contract (including this Agreement) without penalty or further obligation made by the City if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the City is at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or a consultant to any other party to the contract with respect to the subject matter of the contract. (B) To the extent applicable under Section 41-4401, Arizona Revised Statutes, as amended, the Bond Registrar and Paying Agent shall comply with all federal immigration laws and regulations that relate to its employees and its compliance with the “e-verify” requirements under Section 23-214(A), Arizona Revised Statutes, as amended. The breach by the Bond Registrar and Paying Agent of the foregoing shall be deemed a material breach of this Agreement and may result in the termination of the services of the Bond Registrar and Paying Agent by the City. The City retains the legal right, with reasonable prior notice, to randomly inspect the papers and records of the Bond Registrar and Paying Agent to ensure that the Bond Registrar and Paying Agent is complying with the foregoing. The Bond Registrar and Paying Agent shall keep such papers and records open for random inspection during normal business hours by the City. The Bond Registrar and Paying Agent shall cooperate with the random inspections by the City including granting the City entry rights onto its property to perform such random inspections and waiving its respective rights to keep such papers and records confidential, to the extent permitted by law. (C) To the extent applicable under Section 35-393, et seq., Arizona Revised Statutes, the Bond Registrar and Paying Agent hereby certifies it is not currently engaged in, and for the duration of this Agreement shall not engage in, a boycott of Israel. The term “boycott” has the meaning set forth in Section 35-393, Arizona Revised Statutes. If the City determines that the Bond Registrar and Paying Agent’s certification above is false or that it has breached such agreement, the City may impose remedies as provided by law. (D) To the extent applicable, pursuant to Section 35-394, Arizona Revised Statutes, the Bond Registrar and Paying Agent hereby certifies it does not currently, and for the duration of this Agreement shall not use: (i) the forced labor of ethnic Uyghurs in the People’s Republic of China, (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China, and (iii) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. The foregoing certification is made to the best knowledge of the Bond Registrar and Paying Agent without any current independent investigation or without any future independent investigation for the duration of this Agreement. If the Bond Registrar and Paying Agent becomes aware during the duration of this Agreement that it is not in compliance with such certification, the Bond Registrar and Paying Agent shall take such actions as provided by law, including providing the required notice to the City. If the City determines that the Bond Registrar and Paying Agent is not in compliance with the foregoing certification and has not taken 7 remedial action, the City shall terminate the Bond Registrar and Paying Agent’s role as the Bond Registrar and Paying Agent hereunder pursuant to Section 11. Section 16. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Arizona. This Agreement expresses the entire understanding and all agreements of the parties hereto with each other with respect to the subject matter hereof, and no party hereto has made or shall be bound by any agreement or any representation to any other party which is not expressly set forth in this Agreement. Section 17. This Agreement may be executed in several counterparts, each of which shall be an original, all of which together shall constitute but one instrument. [Signature page follows.] [Signature page to Bond Registrar and Paying Agent Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Bond Registrar and Paying Agent By............................................................................... Authorized Representative CITY OF CHANDLER, ARIZONA By............................................................................... Mayor ATTEST: ......................................................................... City Clerk